/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201208.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 8, 2020, Vol. 24, No. 342 Headlines 1069 RESTAURANT: Committee Seeks to Hire Brinkman Law as Counsel 2017 IAVF WINDY: Seeks to Hire Clark Hill as Bankruptcy Counsel 220 52ND STREET: Gets OK to Hire Andrew Feldman as Special Counsel A & R DEVELOPMENT: Case Summary & 13 Unsecured Creditors ADAPTHEALTH LLC: Moody's Reviews Ba3 CFR for Downgrade ADM OF FREDERICK: Court Says Healthcare Ombudsman Unnecessary ADMI CORP: Moody's Confirms B2 CFR, Outlook Stable ADVANZEON SOLUTIONS: Seeks to Hire Marcus & Marcus as Accountant ADVANZEON SOLUTIONS: Seeks to Hire O'Connor Pagano as Accountant AGD SYSTEMS: Asks Court to Extend Plan Exclusivity Thru Feb. 8 ALLEGRO MICROSYSTEMS: S&P Affirms 'B+' ICR on Debt Reduction ALPINE 4: Now an Approved Varco Pruden Buildings Supplier of Steel AQUA POOL: Seeks to Hire Jennis Law Firm as Legal Counsel AQUA POOL: Seeks to Hire Macias Consulting as Accountant ASSUREDPARTNERS INC: S&P Rates New $500MM 2028 Unsec. Notes 'CCC+' ATLANTIC CITY, NJ: Moody's Affirms Ba3 Issuer Rating, Outlook Pos. AYTU BIOSCIENCE: Expects EUA Tests Sales to Contribute to Revenue BAY CLUB OF NAPLES: Seeks Dec. 22 Plan Exclusivity Extension BEACH ON DUVAL: Seeks to Hire Coll CPA Solutions as Accountant BEN F. BLANTON: Seeks to Hire McCarthy Leonard as Special Counsel BENEDICT A. VERSACI: Selling Properties to Ragno to Settle Claim BERGIO INTERNATIONAL: Unveils New Multi-Phase Buyback Program BLACKRIDGE TECHNOLOGY: Files Amendment to Disc. Statement BOSTON SURFACE: Defers Plan Hearing Amid Pandemic BREAD & BUTTER: Asks Court to Extend Plan Exclusivity Thru Jan. 4 BRIGGS & STRATTON: Court Extends Exclusivity Periods Thru Feb. 15 BRUNO'S SUPERMARKETS: 1410 Temple Buying Fayette Property for $30K CALIFORNIA RESOURCES: Moody's Assigns B1 CFR, Outlook Stable CALLON PETROLEUM: Moody's Cuts CFR to Caa1; Outlook to Stable CANCER GENETICS: More Suits Filed Over Planned Merger with StemoniX CANCER GENETICS: Selling $2.4 Million Worth of Common Stock CAPITAL VENTURES: Creditor Trustee Taps Boerke Management as Broker CENTER CITY: Plan Exclusivity Extended Thru December 30 CHERRY BOMB: Unsecureds to Get 39 Cents on Dollar in 4 Years CLEAR THE WAY: Creditor Sultani Family Trust Says Plan Not Feasible CLEAR THE WAY: DIP Financing to Fund Plan Payments COMCAR INDUSTRIES: Global Exports Buying Low Value Assets for $6.4K COVIA HOLDINGS: Porter, Paul 3rd Update on Term Lender Group CRED INC: Ch. 7 Conversion, Ch. 11 Trustee Appointment Sought CRED INC: DOJ Watchdogs Seeks Ch. 11 Trustee, Examiner Appointment CRED INC: Opposes Case Dismissal, Ch. 11 Trustee Appointment Bid CT TECHNOLOGIES: Moody's Upgrades CFR to B3; Alters Outlook to Pos. D.J. GUZZARDO: Disclosure Hearing Continued to Dec. 21 D.J. GUZZARDO: Unsecured Creditors Will Get 50% in Plan DAH-ON INC: Court Confirms S&K's Reorganization Plan DAVID M. MONAGO: Fesenmyer Buying Bradford Property for $7K DEER CREEK: Seeks to Hire Eric A. Liepins as Legal Counsel DESOTO OWNERS: Seeks to Hire Blalock Walters as Special Counsel DESOTO OWNERS: Seeks to Hire NDC Development as Consultant DIAMOND COACH: Unsecureds Will be Paid in Full Over 72 Months DIOCESE OF BUFFALO: Seeks to Hire Hodgson Russ as Special Counsel DIOCESE OF SYRACUSE: Committee Taps Cushman as Property Appraiser DISCOVERY DAY: Unsecureds Will be Paid in Full DMT SOLUTIONS: Moody's Affirms B2 CFR, Outlook Stable DPW HOLDINGS: Signs Deal to Buy 9.9% Equity in Universal Security DYNAMIC SPORTS: Seeks to Hire Fisher-Sandler LLC as Legal Counsel E. BYRON SLAUGHTER: Seeks to Tap Smith Conerly LLP as Counsel EASTERN NIAGARA HOSPITAL: Wins March 5 Plan Exclusivity Extension ECOARK HOLDINGS: Files Certificate of Withdrawal for Pref. Stock ED'S BEANS: Seeks to Hire Hill Barth and King as Accountant EMPIRE COMMUNITIES: S&P Assigns 'B-' ICR, Outlook Stable ERNEST VICKNAIR: Agent's $33K Sale of St Francisville Property OK'd ERNEST VICKNAIR: Disbursing Agent Selling St. Francisville Property ESPORTS USA: Seeks to Hire Whitley LLP as Securities Counsel EYEPOINT PHARMACEUTICALS: Stockholders Approve Reverse Stock Split F&O SCARSDALE: Court Extends Plan Exclusivity Until Feb. 27 FLORIDA HOMESITE: Seeks Approval to Hire Susan D. Lasky as Counsel FLORIDA HOMESITE: Seeks to Tap Claude Boring as Real Estate Broker FLORIDA QUALITY: Gets OK to Hire Dinnall Fyne & Co. as Accountant FLUSHING LANDMARK: Seeks to Hire Rosen & Kantrow as Attorney FLUSHING LANDMARK: Seeks to Hire Victoria Realty as Managing Agent FOREST LEAF: Seeks to Hire Rachel S. Blumenfeld as Legal Counsel FRANCESCA'S HOLDINGS: Closes 2 Stores in New Orleans FRANCESCA'S HOLDINGS: Sets Bidding Procedures for All Assets GALILEO LEARNING: Unsecureds to be Paid in Full by 2026 GENERAL MACHINE: Seeks to Hire Hawtree & Associates as Accountant GENERAL MOLY: Unsecured Creditors Will Get 75% Under Plan GI DYNAMICS: Inks 2nd Amendment to Preferred Stock Purchase Deal GLOBAL HEALTHCARE: Hires New Chief Financial Officer GNC HOLDINGS: Asks Court to Extend Plan Exclusivity Thru Jan. 19 GNC HOLDINGS: Downtown Headquarters Has New Owner GREENSBURG CONCRETE: Unsecureds to Recover 70% in Confirmed Plan GTT COMMUNICATIONS: NB Group, et al. Acquire 8.21% Equity Stake GUARDION HEALTH: Fails to Regain Nasdaq Listing Compliance GULF STATES: Ally Claims Should Be Paid Based on Actual Value HANKEY O'ROURKE: Unsecureds to Recover 25% in Plan HARRODS CLUB: Voluntary Chapter 11 Case Summary HARVEY OST OILFIELD: Seeks to Hire Church Harris as Legal Counsel HEARTWISE INCORPORATION: Case Summary & 20 Top Unsecured Creditors HOPEDALE MINING: Plan Exclusivity Extended to March 19 IAVF TIMBER: S&P Withdraws 'B+' Ratings on 2018A-1/2 Rev. Bonds INDUSTRIAL FOOD TRUCK: Wants Plan Exclusivity Extended Thru Dec. 12 ISLET SCIENCES: Wants Plan Exclusivity Extended as Talks Continue J-H-J INC: Marrero Land Objects to Amended Disclosure Statement JACOBSON HOTELS: Trustee Taps Byman & Associates as General Counsel JARCO HARVESTING: Unsecureds Will be Paid in Full Under Plan JEFFERY ARAMBEL: Dec. 16 Plan Admin's Arambel Business Park Auction JET REAL ESTATE: Seeks to Hire Benjamin M. Carson as Counsel JS KALAMA: Court Approves Disclosure Statement KAISER ALUMINUM: Fitch Affirms BB LT IDR; Alters Outlook to Pos. KD BELLE TERRE: Taps Quality Title Services as Escrow Agent KIT CARSON: Seeks to Hire Kamm & McConnell as Special Counsel KLAUSNER LUMBER TWO: Seeks to Hire Curtis Mallet-Prevost as Counsel LARRY FREDERICK: Plan, Disclosure Statement & Assets Sale Withdrawn LBM ACQUISITION: Fitch Assigns B(EXP) IDR Amid Bain Capital Deal LIFETIME BRANDS: S&P Alters Outlook to Stable, Affirms 'B' ICR LIVE PRIMARY: Unsecured Creditors to be Paid in Full Over 10 Months LKLEE LLC: Seeks to Hire Fritz Law Firm as Bankruptcy Counsel LRGHEALTHCARE: 10 Bidders Express Interests in Buying Assets LRGHEALTHCARE: Committee Hires CBIZ Accounting as Financial Advisor LRGHEALTHCARE: Committee Hires Drummond Woodsum as Co-Counsel LRGHEALTHCARE: Committee Hires Sills Cummis & Gross as Co-Counsel LRGHEALTHCARE: Opposes U.S. Trustee's Bid for CPO Appointment MAJESTIC HILLS: Seeks to Hire Dingess Foster as Special Counsel MALLINCKRODT PLC: Committee Taps Jefferies LLC as Investment Banker MALLINCKRODT PLC: Hires Deloitte & Touche as Independent Auditor MALLINCKRODT PLC: Opioid Claimants Tap Cole Schotz as Local Counsel MALLINCKRODT PLC: Opioid Claimants Tap Province Inc. as Advisor MATCHBOX FOOD: Seeks Approval to Hire MNBlum LLC as Accountant MEADE INSTRUMENTS: President Buying 2015 Honda Odyssey for $6.3K MEMENTO MORI: $2K Sale of Interest in Mt. Charleston Approved MERITAGE COMPANIES: Seeks Approval to Hire Criminal Investigator METAL PARTNERS: Seeks to Hire AbitOs as 401(k) Plan Auditors MEYERS REPAIR: Claims Unimpaired in Consensual Plan MIA CAPITAL: N&J Dreams Buying 3 Chicago Properties for $165K MID-ATLANTIC SYSTEMS: Kerry Pae Auction Sale of Vehicles Approved MODA INGLESIDE: S&P Affirms 'BB' ICR, Outlook Stable MOHAJER12 CORP: Jan. 26, 2021 Amended Disclosure Hearing Set MOHAMED A. EL RAFAE: Dec. 18 Hearing on $507K Reston Property Sale NATALJA VILDZIUNIENE: Selling 2 Illinois Properties for $1.7M NATIONAL RADIOLOGY: Examiner Taps Phelps Dunbar as Special Counsel NESCO HOLDINGS: To Acquire Custom Truck One Source for $1.475B NET ELEMENT: All Eleven Proposals Approved at Annual Meeting NILHAN DEVELOPERS: Unsecureds Each Owed Under $85K Unimpaired NORTHLAND CORPORATION: Seeks Feb. 22 Plan Exclusivity Extension OL RIVER HIDEWAY: Claims Will be Paid in Full in 60 Months OLD LC: Committee Taps Stricklin and Hedrick as Litigation Counsel OM SAI BABA: Seeks to Hire HG Tax and Accounting as Accountant PACIFIC DRILLING: Hires Jones Walker as Bankruptcy Co-Counsel PALM BEACH BRAIN: Plan Exclusivity Extended to January 15 PAUL F. ROST: Unsecured Tax Claimants to Recover 5% in Plan PENLAND HEATING: Seeks Approval to Hire Country Boys as Auctioneer PENNSYLVANIA REAL: Gets OK to Hire Faegre Drinker as Counsel PERRY FARMS: Jan. 13, 2021 Plan & Disclosure Hearing Set PETER S. ROSEN: Sought Order Indicating Free of Liens Sale Denied PLATINUM GROUP: Plans to Sell $2.5M Worth of Common Shares PRO-CRETE READY: Seeks to Hire Eric A. Liepins as Legal Counsel PROJECT ANGEL: S&P Affirms 'B-' ICR on Acquisition Financing PUERTO RICO HOSPITAL: To Seek Plan Confirmation Dec. 30 QUEEN ELIZABETH: Seeks to Hire Victoria Realty as Managing Agent REFFICIENCY HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable RHA STROUD: Seeks to Hire Akerman LLP as Counsel RHA STROUD: Seeks to Hire Rubenstein & Pitts as Local Counsel RIVERBED PARENT: S&P Cuts ICR to 'CC' on Announced Debt Exchange ROBERT D. SPARKS: Selling Most of Hawkins-Ellison Place for $604K ROCKY MOUNTAIN: Signs Global Settlement with Raw Pharma ROLTA INTERNATIONAL: Seeks to Hire Maples Law as Legal Counsel ROMC LLC: Seeks to Hire Fritz Law Firm as Legal Counsel ROSEGOLD HOTELS: Unsecured Creditors to Split $150K Under Plan RS IVY HOLDCO: Moody's Assigns Ba3 CFR, Outlook Stable RUBIO'S RESTAURANTS: Committee Taps Emerald as Financial Advisor RUBIO'S RESTAURANTS: Committee Taps Hogan Lovells as Legal Counsel RUBIO'S RESTAURANTS: Committee Taps Potter Anderson as Counsel RUBIO'S RESTAURANTS: Dec. 14 Plan & Disclosure Hearing Set RUBIO'S RESTAURANTS: Landlord Objects to Plan Disclosures RUBIO'S RESTAURANTS: Unsecureds to Get 0% in Prepackaged Plan RWDY INC: Committee Taps Stout Risius as Financial Advisor SABLE PERMIAN: Seeks January 21 Plan Exclusivity Extension SABON HOLDINGS: Seeks to Hire Development Specialists, Appoints CRO SANTA CLARITA: Gets OK to Hire Snell & Wilmer as Legal Counsel SEADRILL PARTNERS: Fee Dispute Resulted to Chapter 11 Filing SECOND WIND: Gets Approval to Tap D&S Law Group as Attorney SENIOR PRO SERVICES: Has Until Dec. 18 to File Plan & Disclosures SHREE MADHAV: $350K Sale of Assets to Zheng Approved SLIDEBELTS INC: Unsecureds Will be Paid 2% in 5 Years SPAIN TO MAINE: Dec. 10 Plan & Disclosure Hearing Set SPAIN TO MAINE: Volvo Financial Objects to Plan & Disclosure SPEEDCAST INT'L: To Seek Plan Confirmation Dec. 17 STEPS IN HOME: Unsecureds to Get 100% Plus Interest in 5 Years SUGAR FACTORY: Dec. 29 Plan & Disclosure Hearing Set SUGAR FACTORY: Unsecured Creditors Will Get 35% to 36% in Plan SUPERIOR ENERGY: Case Summary & 30 Largest Unsecured Creditors TARGET DRILLING: Seeks to Hire William R. Lauer as Legal Counsel TEEWINOT LIFE: Unsecureds to Recover 100% in Plan THOMAS R. MCCONNELL: Viswam Buying Muncie Property for $147K TIGER OAK MEDIA: Unsecureds to Get 30% in Committee-Backed Plan TITAN INTERNATIONAL: Sells Brownsville, Texas Facility TOUCH OF HEAVEN: Seeks to Hire Coldwell Banker Schmidt as Broker TRICKLING SPRINGS: Trustee's $5K Sale of Remnant Assets Approved TRUVI COMMERCE: 3% Recovery for Unsecureds in Subchapter V Plan TTK RE ENTERPRISE: Rivas Buying Pleasantville Property for $150K U.S. CELLULAR: Fitch Assigns BB+ Rating to 2070 Unsec. Notes UNIFIED PHYSICIAN: S&P Assigns 'B-' ICR, Outlook Stable UNITED RESOURCE: Seeks to Tap Victor Wrotslavsky as Expert Witness URBAN ONE: Geoffrey Armstrong Quits as Director US RADIOLOGY: Moody's Assigns B3 CFR, Outlook Stable US RADIOLOGY: S&P Assigns 'B-' ICR, Outlook Positive US REAL ESTATE (BUILDER): Court OKs Ch. 11 Trustee Appointment Bid UTS UNDERGROUND: Seeks to Hire Cava Law as Bankruptcy Counsel VIVUS INC: Unsecured Creditors Unimpaired in Prepackaged Plan W133 OWNER: Trustee Taps Wenig Saltiel as Special Counsel WATSON GRINDING: Dec. 30 Hearing on Claimants' Plan Set WATSON GRINDING: Unsec. to Get 100% in January 24 Claimants' Plan WEATHERS PROPERTIES: $2.4M Sale of Paradise Valley Property Okayed WESTERN ROBIDOUX: Seeks to Hire Mayo Auction as Auctioneer WING SPIRIT: Seeks Approval to Hire Jeffrey T. Kucera as Attorney WOOF HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable YONG KANG: Seeks to Hire Lin Law Group as Legal Counsel YUNHONG CTI: Board Appoints New Member to Audit Committee [*] Covid-19 to Trigger More Downgrades, S&P Report Says [*] Mixed Success Colorado Oil & Mining Firms Receiving PPP Loan [^] Large Companies with Insolvent Balance Sheet ********* 1069 RESTAURANT: Committee Seeks to Hire Brinkman Law as Counsel ---------------------------------------------------------------- Austin Teeter, authorized representative of the Committee of Creditors Holding Unsecured Claims of 1069 Restaurant Group, LLC and its affiliates, seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to retain Brinkman Law Group, PC as his counsel. The professional services the attorney will render are: a. give advice to the committee with respect to its powers and duties as a committee; b. attend meetings of the committee; c. pursue and review information provided by the Debtors and third parties to assist the committee's understanding of the case and implications of proposed directions; d. advise the committee and prepare appropriate motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; e. protect the interests of the Committee and other similarly-situated unsecured creditors in all matters pending before the court; f. represent the committee in negotiation with the Debtors and other creditors and in the preparation of a plan if necessary; and g. perform any other services or duties for the Committee as may be requested by the committee, or as may be necessary or proper in this case. Brinkman will apply the blended hourly rate cap of $475 to all of it work done on behalf of the committee. Daren R. Brinkman, Esq. disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Daren R. Brinkman, Esq. BRINKMAN LAW GROUP, PC 543 Country Club Drive Suite B Wood Ranch, CA 93065 Telephone: (818) 597-2992 Facsimile: (818) 597-2998 E-mail: firm@brinkmanlaw.com About 1069 Restaurant Group 1069 Restaurant Group, LLC is an operator of franchised buffet restaurants. The group is the largest Golden Corral franchisee, with 33 restaurants in Florida and Georgia. 1069 Restaurant Group and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-05582) on Oct. 5, 2020. Eric A. Holm, manager, signed the petitions. The Hon. Lori V. Vaughan is the case judge. 1069 Restaurant Group was estimated to have assets of $10 million to $50 million and liabilities of $50 million to $100 million. The Debtors tapped Shuker & Dorris, P.A., led by R. Scott Shuker, as their counsel and Rosenfield and Company, PLLC as their financial advisor. The U.S. Trustee for Region 21 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases on Nov. 3, 2020. The committee is represented by Brinkman Law Group PC. 2017 IAVF WINDY: Seeks to Hire Clark Hill as Bankruptcy Counsel --------------------------------------------------------------- 2017 IAVF Windy City Fox Run, LLC and its affiliates seek authority from the United States Bankruptcy Court for the Northern District of Illinois to hire Clark Hill PLC as their bankruptcy counsel and real estate tax appeal counsel. The Debtors require Clark Hill to: As Bankruptcy Counsel (a) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the management of their assets; (b) provide legal advice with respect to the Debtors' obligations to taxing bodies and other government agencies; (c) pursue the sale of the Debtors' property, including, without limitation, approval of bid procedures, review and evaluation of alternative bids, negotiations with parties, administration of an auction, appearance at sale hearings; (d) provide all real estate services related to the transaction, sale, and transfer of the Debtors' assets; (e) pursue confirmation of a plan and approval of a disclosure statement; (f) prepare, on behalf of the Debtors, all necessary applications, motions, answers, orders, reports and other legal papers as required by applicable bankruptcy or non-bankruptcy law, as dictated by the demands of the cases, or as required by the Court, and representing the Debtors in any hearings or proceedings related thereto; (g) appear in Court and protecting the interests of the Debtors before the Court; and (h) perform all other legal services for the Debtors which may be necessary and proper in this case. As Real Estate Tax Appeal Counsel (a) file complaints for the reduction of the assessed valuation for the 2020 assessment for the Property; and (b) prepare and file 2020 complaints with the Office of the Assessor or the Board of Review, or both, as may be in the best interest of the taxpayer, and to attend such hearings as may be held, and to submit appropriate evidence on behalf of the taxpayer. Clark Hill's hourly rates are: Attorneys $350 - $990 Paralegals $150 - $275 Scott N. Schreiber $775 Kevin H. Morse $650 Chad M. Poznansky $580 Samuel J. Tallman $425 On July 16, 2020, the Debtors paid Clark Hill an advance payment retainer in the aggregate amount of $150,000 for services related to the preparation and filing of the Chapter 11 cases. Kevin H. Morse, a member of Clark Hill, attests that the firm does not hold or represent any interest adverse to the Debtor's Chapter 11 estate, and is a "disinterested person" as such term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott N. Schreiber, Esq. Kevin H. Morse, Esq. Samuel J. Tallman, Esq. CLARK HILL PLC 130 East Randolph Street, Suite 3900 Chicago, IL 60601 Tel: (312) 985-5595 Fax: (312) 985-5984 Email: sschreiber@clarkhill.com kmorse@clarkhill.com stallman@clarkhill.com About 2017 IAVF Windy City Fox Run On Oct. 7, 2020, 2017 IAVF Windy City Fox Run, LLC (Bankr. N.D. Ill. Case No. 20-18377, Lead Case) and affiliates 2017 IAVF Windy City Parkside LLC (Bankr. N.D. Ill. Case No. 20-18379), 2017 IAVF Windy City Shaddle LLC (Bankr. N.D. Ill. Case No. 20-18380), and 2017 IAVF Windy City Villa Brook LLC (Bankr. N.D. Ill. Case No. 20-18381) sought Chapter 11 protection. The cases are assigned to Judge Carol A. Doyle. Each of the Debtors has estimated assets in the range of $10 million to $50 million and $50 million to $100 million in debt. The Debtors tapped Kevin H. Morse, Esq., at Clark Hill PLC as counsel. The petitions were signed by Andrew Belew, president, Better Housing Foundation, Inc., as manager. 220 52ND STREET: Gets OK to Hire Andrew Feldman as Special Counsel ------------------------------------------------------------------ 220 52nd Street, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Andrew Feldman, P.C. as its special counsel. Andrew Feldman will represent the Debtor during the sale of the Debtors' commercial property located at 137 Kreischer Street, Staten Island, N.Y., 10309. The flat fee for representation shall be $6,000. Andrew Feldman, Esq. assures the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew Feldman, Esq. ANDREW FELDMAN, P.C. 263 Mineola Blvd. Mineola, NY, 11501 Tel: (516) 747-2828 About 220 52nd Street LLC 220 52nd Street, LLC, owns four real estate properties in Staten Island, New York; Adelanto, California; and Desert Hot Springs, California having a total current value of $4.76 million. 220 52nd Street, LLC, based in Staten Island, NY, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-44646) on July 30, 2019. In the petition signed by Ruslan Agarunov, president, the Debtor disclosed $4,760,124 in assets and $3,705,011 in liabilities. The Hon. Elizabeth S. Stong oversees the case. Alla Kachan, Esq., at the Law Offices of Alla Kachan, P.C., serves as bankruptcy counsel to the Debtor. A & R DEVELOPMENT: Case Summary & 13 Unsecured Creditors -------------------------------------------------------- Debtor: A & R Development, Inc. 106 Farmington Dr. Lafayette, LA 70503 Business Description: A & R Development, Inc. owns and operates gasoline stations. Chapter 11 Petition Date: December 7, 2020 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 20-50903 Judge: Hon. John W. Kolwe Debtor's Counsel: H. Kent Aguillard, Esq. Caleb K. Aguillard, Esq. H. KENT AGUILLARD P. O. Box 391 Eunice, LA 70535 Total Assets: $513,994 Total Liabilities: $1,421,820 The petition was signed by Rami Ajam, president. A copy of the petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/4J62THQ/A__R_Development_Inc__lawbke-20-50903__0001.0.pdf?mcid=tGE4TAMA ADAPTHEALTH LLC: Moody's Reviews Ba3 CFR for Downgrade ------------------------------------------------------ Moody's Investors Service placed AdaptHealth LLC's (a subsidiary of AdaptHealth Corp) Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating and B1 senior unsecured bond rating on review for downgrade. There is no change to the company's SGL-1 Speculative Grade Liquidity Rating. The outlook was revised to ratings under review from stable. The review for downgrade is prompted by the company's agreement to acquire AeroCare Holdings, Inc. for approximately $2 billion. $1.1 billion of the purchase price will be paid in cash, and the balance of $900 will be funded by common and preferred shares issued to AeroCare's existing shareholders. Moody's considers the acquisition to be strategically sensible, as it will increase the company's scale and broaden its geographic reach. However, Moody's expects the cash portion of the transaction will be largely financed with debt and leverage will increase. The review for downgrade also considers the level of integration risk as this acquisition, the largest in AdaptHealth's history, comes on the heels of more than $700 million of acquisitions undertaken in the first nine months of 2020. AdaptHealth expects to close the acquisition of AeroCare in the first quarter of 2021. On Review for Downgrade: Issuer: AdaptHealth, LLC Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B1 (LGD4) Outlook Actions: Issuer: AdaptHealth, LLC Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Prior to the review for downgrade, AdaptHealth's Ba3 Corporate Family Rating reflects the company's moderate scale in the provision of home healthcare equipment and related supplies in the United States with pro-forma revenues of approximately $1 billion. The company focuses on a broad range of patient needs including sleep, home medical equipment, diabetes and respiratory products, the majority of which relate to chronic medical conditions with high levels of recurring revenues. AdaptHealth is somewhat concentrated in sleep-related products which are approximately 33% of pro forma revenue, as well as some geographic concentrations. Moody's estimates pro-forma debt/EBITDA is moderately high in the high four times range a basis that deducts patient capital expenditures from EBITDA. The ratings are constrained by Moody's expectations AdaptHealth will remain acquisitive. The ratings review will focus on overall impact of the acquisition on AdaptHealth's business profile, including greater scale and broadened geographic reach. The review will also consider the level of integration risk as this acquisition will increase AdaptHealth's revenues by around 50% and the ability of the company to achieve target cost synergies. The review will also focus on AdaptHealth's plans and ability to reduce leverage following the closing of the acquisition. Instrument ratings could be subject to change as well depending on the mix of secured and unsecured debt in the company's capital structure at closing. Headquartered in Plymouth Meeting, PA, AdaptHealth is a provider of home healthcare equipment and medical supplies to the home and related services in the United States. The company's products cover a range of products to address chronic conditions such as sleep therapies, oxygen and related therapies in the home and other home medical devices and supplies needed by chronically ill patients with diabetes, wound care, urology, ostomy and nutrition supply needs. AdaptHealth services over 1.8 million patients annually through a network of 269 locations in 41 states. Revenues, pro-forma for recent acquisitions, exceed $1 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ADM OF FREDERICK: Court Says Healthcare Ombudsman Unnecessary ------------------------------------------------------------- Judge Thomas J. Catliota of the U.S. Bankruptcy Court for the District of Maryland issued an order finding that the appointment of Healthcare Ombudsman for ADM of Frederick, LLC is not necessary. The order was made pursuant to a motion by the Debtor for an order determining that the appointment of an ombudsman is not necessary. About ADM of Frederick ADM of Frederick, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20 19409) on October 20, 2020, listing under $1 million in both assets and liabilities. Judge Thomas J. Catliota oversees the case. David J. Kaminow, Esq., at Inman Kaminow, P.C. serves as the Debtor's counsel. ADMI CORP: Moody's Confirms B2 CFR, Outlook Stable -------------------------------------------------- Moody's Investors Service confirmed ADMI Corp.'s B2 Corporate Family Rating, the B2-PD Probability of Default Rating, and the B2 ratings on the first lien senior secured term loan and first lien senior secured revolving credit facility. At the same time, Moody's assigned B2 ratings to the proposed add-on first lien senior secured term loan and the incremental first lien senior secured revolving credit facility. The rating outlook is stable. The rating actions conclude the review of ADMI's ratings initiated on November 16, 2020. The rating action follows the announced acquisition of CC Dental Implants Holding, LLC for $1.135 billion. CC provides non-clinical business support services to dental practices operating under the ClearChoice brand. ClearChoice practices are the leading national provider of fixed full-arch dental implants and related treatments. The acquisition will be funded with a $1,200 incremental first lien senior secured term loan, and rollover management equity. ADMI also amended its existing $75 million revolving credit facility, upsizing to $250 million, which is expected to be undrawn at close. The confirmation of the B2 CFR reflects Moody's expectation that the company's pro forma leverage will increase to 6.7x following the transaction, with expectations to reduce below 6.0x over the next 12-18 months. While the acquisition will add scale and improve diversification, there is integration risk as ADMI continues to operate amidst a potential weaker operational environment due to ongoing coronavirus headwinds. Despite these challenges, ADMI and the dental practices supported by Aspen Dental Management, Inc. will continue to have good liquidity, generate solid free cash flow and maintain strong profitability. The acquisition will diversify the product and service offerings of the practices supported by ADMI while adding fixed, full-arch replacement offerings to the strong denture and overdenture services at Aspen Dental practices. ADMI and Aspen Dental practices will maintain its national footprint and good geographic diversification, with opportunities for referrals between it and ClearChoice practices. The stable rating outlook reflects Moody's expectation that the company will see leverage improvement given the combined entity's strong earnings outlook and the ability to achieve synergies for procurement savings and SG&A cost synergies including a national advertising campaign. Combined with effective cost management, Moody's expects the company to generate consistent positive free cash flow. Aspen Dental and ClearChoice patient volumes have returned to near pre-coronavirus levels, and Moody's believes that another nationwide mandate to defer dental services is unlikely. Moody's took the following rating actions: ADMI Corp. Ratings Confirmed: Corporate Family Rating confirmed at B2 Probability of Default Rating confirmed at B2-PD $75 million Revolving Credit Facility confirmed at B2 (LGD3) $920 million First Lien Term Loan confirmed at B2 (LGD3) Ratings Assigned $250 million Incremental Revolving Credit Facility assigned at B2 (LGD3) $1,200 million First Lien Term Loan add-on assigned at B2 (LGD3) Outlook action: Outlook, changed to stable from rating under review RATINGS RATIONALE ADMI's B2 Corporate Family Rating reflects its elevated pro forma financial leverage of approximately 6.7x following its acquisition of CC, as well as integration risk surrounding an acquisition that is increasing its revenue by 30%. While the acquisition will add scale and allow ADMI to access the fast-growing high-end full arch replacement market, the rating is constrained by aggressive de novo growth strategies and a high proportion of self-pay revenues in both businesses. The rating also reflects the weaker operational environment due to coronavirus headwinds. While volumes have mostly recovered, risks remain around the potential for local market shutdowns through the end of 2021. The rating also reflects the risk of a prolonged recession in the US that could reduce longer-term demand for higher end products from ClearChoice's portfolio. The rating is supported by the combined entity's strong market presence as a differentiated dental service provider with few competitors of scale. The rating benefits from favorable industry dynamics, with a growing market of edentulous patients, due to the aging population. The stand-alone entities have historically positive trends in same-store sales growth. Further, the expectation of solid free cash flow is driven by generally low maintenance capital expenditures and ClearChoice's revenue cycle which includes upfront payments by patients. Additionally, ADMI has been able to conserve liquidity by reducing new office openings and growth capital expenditures, but Moody's believes these activities will resume to prior levels as the risk from the coronavirus pandemic ebbs. Moody's anticipates that ADMI will maintain good liquidity post-closing, supported by an undrawn $250 million revolving credit facility and post-transaction cash balance of $111 million. Moody's expects the combined entity to generate about $65 million of free cash flow in 2021, supported through increases in deferred revenue from the ClearChoice business. A material reduction in new patients could result in negative working capital swing. Moody's considers coronavirus to be a social risk given the risk to human health and safety. Aside from coronavirus, ADMI and Aspen Dental practices face other social risks such as the rising concerns around the access and affordability of healthcare services. However, Moody's does not consider the DSOs to face the same level of social risk as many other healthcare providers. That being said, ClearChoice faces other social risks such as reputational risks given the highly consumer driven model. Bad reviews on-line or bad publicity stemming from a small number of unhappy clients could result in material harm to the company's revenue and cash flow. From a governance perspective, Moody's expects ADMI's financial policies to remain aggressive due to its private equity ownership. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's liquidity weakens or if debt/EBITDA is sustained above 6 times. A material reduction in free cash flow or additional debt-funded transactions could also result in a ratings downgrade. Additionally, if the ratings could be downgraded if Aspen experiences material integration-related disruption. An upgrade is possible if Aspen Dental adopts more conservative financial policies and maintains debt/EBITDA below 4.5 times. Additionally, effective management of growth that resulted in improved profitability and cash flow, and successful integration of ClearChoice could support an upgrade. The proposed first lien term loan is expected to have no financial maintenance covenants while the proposed revolving credit facility will continue to contain a maximum first lien net leverage ratio that will be springing and tested when the revolver is more than 35% drawn. In addition, the first lien credit facility contains incremental facility capacity after the transaction closes of the greater of amendment closing EBITDA or 100% consolidated EBITDA, plus any unused capacity under the general debt basket, plus an additional amount subject to 0.50x above Amendment Closing first lien net leverage ratio or, so long as first lien net leverage does not increase on a pro forma basis if incurred in connection with a permitted acquisition. There are no "blocker" provisions providing additional restrictions on top of the covenant carve-outs to limit collateral leakage through transfers of assets to unrestricted subsidiaries. Only wholly-owned subsidiaries must provide guarantees; guarantees can be automatically released at borrower's election following transfers or dividends of partial ownership interests. The company's obligation to prepay obligations with net proceeds of asset sales is reduced and eliminated subject to achieving certain leverage levels, weakening control over collateral. ADMI provides business support services to its 854 affiliated dental offices across 42 states, while CC serves a network of 65 affiliated dental implant centers across 27 states. The company is privately-held and majority-owned by Ares Management, LP and Leonard Green & Partners, L.P., with the remaining 20% owned by American Securities, management and dentists. The company's audited financials do not consolidate the practice ownership program practices. As of Sept. 30, 2020, excluding POP offices, Aspen generated net revenues of approximately $863 million, while the consolidated net revenues for all dental offices, including POP offices, was approximately $1.4 billion for the same period. ClearChoice generated revenues of approximately $445 million for the LTM September 30, 2020 period. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ADVANZEON SOLUTIONS: Seeks to Hire Marcus & Marcus as Accountant ---------------------------------------------------------------- Advanzeon Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Marcus & Marcus as its accountant. The firm will assist in the preparation of the accounting information for filing required SEC documents, provide information to the tax accountant for preparation of delinquent and current tax returns, assist with information need to complete bankruptcy filings, including monthly operating reports, and perform such other functions as requested by the Debtor or its counsel. Marcus & Marcus has advised the Debtor that hourly rates for its professionals and staff who may assist in providing services to the Debtor range between $95 and $185. Lloyd K. Marcus, accountant with Marcus & Marcus, attests that the firm does not represent or hold any interest adverse to the Debtor or to the estate with respect to the matters upon which it is to be engaged, and is a "disinterested person" as such term is defined by Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lloyd K. Marcus Marcus & Marcus 439 Arguello Blvd #6 San Francisco, CA 94118 Phone: (415) 751-3091 About Advanzeon Solutions, Inc. Based in Tampa, Fla., Advanzeon Solutions, Inc. provides behavioral health, substance abuse and pharmacy management services, as well as sleep apnea programs, for employers, Taft-Hartley health and welfare Funds, and managed care companies throughout the United States. Advanzeon Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06764) on Sept. 7, 2020. At the time of the filing, Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The petition was signed by Clark A. Marcus, chief executive officer. Stichter, Riedel, Blain & Postler, P.A. is Debtor's legal counsel. ADVANZEON SOLUTIONS: Seeks to Hire O'Connor Pagano as Accountant ---------------------------------------------------------------- Advanzeon Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire O'Connor, Pagano & Associates, LLC as its certified public accountant. The Debtor seeks to hire O'Connor as certified public accountant for the sole purpose of preparing federal income tax returns, state and local returns for the Debtor and its subsidiaries as necessary for the years of 2013 through 2019. O'Connor has advised the Debtor that Fabian O'Connor will be the primary accountant assigned to this matter and his current hourly rate is $350. The hourly rate for review and oversight professionals is $425 and for other professionals and staff who may assist in providing services to the Debtor will have an hourly rate ranging from $150 to $280. In addition, the Debtor has agreed to pay O'Connor a retainer in the amount of $15,000. Mr. Fabian O'Connor attests that the firm is disinterested as such term is defined by Section 101(14) of the Bankruptcy Code. The CPA can be reached through: Fabian O'Connor O'Connor, Pagano & Associates, LLC 800 Vinial Street, Suite #412 Pittsburgh, PA 15212 Phone: (412) 231-6422 About Advanzeon Solutions, Inc. Based in Tampa, Fla., Advanzeon Solutions, Inc. provides behavioral health, substance abuse and pharmacy management services, as well as sleep apnea programs, for employers, Taft-Hartley health and welfare Funds, and managed care companies throughout the United States. Advanzeon Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06764) on Sept. 7, 2020. At the time of the filing, Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. The petition was signed by Clark A. Marcus, chief executive officer. Stichter, Riedel, Blain & Postler, P.A. is Debtor's legal counsel. AGD SYSTEMS: Asks Court to Extend Plan Exclusivity Thru Feb. 8 -------------------------------------------------------------- AGD Systems Corporation requests the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, to extend the exclusive period during which the Debtor may file a plan of reorganization, through and including February 8, 2021, and to solicit acceptances, through and including April 9, 2021. The deadline for creditors in this case to file proofs of claim was October 21, 2020, and the deadline for governmental claims to be filed is February 8, 2021. The Debtor requests the exclusivity extension to allow it time to review the claims and determine plan treatment. In addition, it is unclear at this time what, if any, the effects of the COVID-19 virus may have on the Debtor. The Debtor says it is not seeking this extension to delay the administration of the case and does not believe that any creditors or parties in interest will be prejudiced. Currently, the Exclusive Filing Period expires December 10, 2020. About AGD Systems Corp. AGD Systems Corporation is a registered U.S. Defense contractor that provides services such as aircraft modernization, acquisition, training, logistics, and sustainment. AGD Systems Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-18695) on Aug. 12, 2020. AGD Systems President Mark Daniels signed the petition. At the time of the filing, the Debtor disclosed estimated assets of $1 million to $10 million and estimated liabilities of $500,000 to $1 million. Judge Erik P. Kimball oversees the case. Brian K. McMahon, P.A. is the Debtor's legal counsel, and also Kelley Fulton & Kaplan, P.L., as counsel. ALLEGRO MICROSYSTEMS: S&P Affirms 'B+' ICR on Debt Reduction ------------------------------------------------------------ S&P Global Ratings affirmed its 'B+' issuer credit rating on U.S.-based sensor and power semiconductor provider Allegro MicroSystems Inc. At the same time, S&P raised its issue-level rating on the senior secured term loan to 'BB' from 'B+' based on a higher recovery rating of '1'. Allegro completed an IPO and raised $350 million of gross proceeds, which it has used to repay $300 million of its initial $325 million senior secured term loan. Allegro now expects S&P-adjusted leverage to be about 0.5x at the end of fiscal 2021 (ending March 31, 2021) compared to just above 3x previously. The term loan reduction from IPO proceeds significantly reduces Allegro's leverage and interest expenses. With the partial repayment of its term loan, Allegro benefits from a significant improvement in its credit metrics, with leverage now expected to be at about 0.5x at the end of fiscal 2021 from just above 3x previously. S&P also expects the company to save about $8 million in cash interest expenses, further supporting its free operating cash flows (FOCF), which it expects to be $52 million-$57 million this fiscal year. S&P's adjusted debt, operating cash flow, and EBITDA include standard adjustments for operating leases and share-based compensation. S&P does not net accessible cash from its debt figures. Sanken's influence on Allegro's decision-making limits the rating upside. Allegro remains a subsidiary of Sanken, which is in the middle of restructuring its business to increase its profitability and withstand a challenging operating environment. S&P said, "With Sanken continuing to hold a majority ownership stake and represent the chairperson of Allegro's board of directors, we do not consider Allegro's strategic decision-making to be completely insulated from Sanken's influence. As a result, we maintain our view that the issuer credit rating on Allegro be limited to two notches above the group credit profile of Sanken. Furthermore, Allegro's small scale and exposure to the cyclical automotive segment could result in significant volatility in its operating performance." S&P said, "The stable outlook reflects our expectation that the discontinuation of lower-margin activities (wafer fabrication and Sanken product distribution) should support slightly higher EBITDA margins of about 20% in fiscal 2021 and leverage of about 0.5x. We also expect that Sanken will maintain sufficient liquidity such that its capital structure remains sustainable and that One Equity Partners will continue to ensure that Allegro maintains a more conservative balance sheet and financial policy than its parent company." S&P could lower the rating if: -- Allegro adopts an aggressive financial policy characterized by large debt-funded dividends or acquisitions, which combined with underperformance results in leverage increasing above 4x for a sustained period. -- Sanken restructures its relationship with Allegro such that its operations become more highly integrated, including an increasing reliance on pooled resources or in-house foundry assets. -- The structural protections in Allegro's governance framework weaken. S&P would view Sanken's ability to unilaterally upstream cash as a particularly significant weakening of the current governance framework. -- Sanken's performance or liquidity continues to deteriorate, leading S&P to view the group's capital structure as unsustainable. S&P said, "We consider an upgrade to be unlikely in the next 12 months, given constraints from the company's ownership structure. We would view an improvement to the consolidated group's credit metrics as a necessary precursor for an upgrade absent a change in Allegro's ownership. "Over the longer run, we could raise our rating if Allegro maintains leverage below 2x and a clear financial policy in line with such leverage, combined with either Sanken deleveraging below 5x and maintaining significant positive FOCF by successfully implementing its planned restructuring activities, or no longer having a controlling stake in Allegro." ALPINE 4: Now an Approved Varco Pruden Buildings Supplier of Steel ------------------------------------------------------------------ Alpine 4 Technologies, Ltd., reports that its subsidiary, Excel Fabrication LLC., a subsidiary of A4 Construction Services, Inc., an Alpine 4 holding company, is now an approved Varco Pruden Buildings supplier of steel structures for commercial building. Excel has provided construction services to the western United States for 12 years. The company is excited to provide steel construction and metal building systems as an economical and aesthetically pleasing design option. Excel has joined Varco Pruden's builder network in an effort to offer more options to their customers. The company expects that being a part of the Varco Pruden Builder network will give Excel's customers greater access to pre-engineered and conventional steel solutions, use of the company's advanced engineering program and contact with architects and engineers. It is for this reason that Alpine 4 is expanding its reach of General Contracting starting with the following 7 states: Montana, Oregon, Washington, Idaho, Utah, Nevada and Wyoming. Kent Wilson, CEO of Alpine 4, had this to say, "I must emphasis how big of a deal this is for Excel and A4 Constructions Services, Inc., and we are very pleased to partner with Varco Pruden Buildings as our sole source of steel building offerings. In the past, we offered a disjointed network of suppliers to our client base. Having one supplier with a larger range of product offerings allows us a competitive advantage on several fronts. First, we can be agile in how we plan and spec our building processes. Second, uniformity makes way for fewer construction-related mistakes that kill profitability. Finally, being a part of the Varco Pruden Buildings network allows us to be more efficient with our time and allows us to speed up job completion without sacrificing quality. It's important to point out that over the past month, as we have begun to incorporate Varco Pruden Buildings into our bidding process, our job bidding has swelled to over $100 million. This is a 500% increase over our job bidding prior to being in their network. This is solely related to the strong name recognition and branding of Varco Pruden Buildings." Excel's VP of Operations, Jeff Laird, had this to say, "Excel Fabrication looks forward to becoming the go-to contractor for the steel building industry. In addition to being in the food, pharmaceutical, mining and fabrication industries, our partnership with Varco Pruden, in conjunction with being a general contractor, allows us to offer competitive pricing. This leads to a varying range of applications in industries such as agriculture, automotive, churches, distribution, government, manufacturing, retrofit and retail spaces with certified energy efficiency and numerous certifications such as UL and US army corps of engineers. This integration gives the opportunity for Excel Fabrication to open a more diverse area of growth for the North West region of the U.S. We are excited to tackle this explosive growth opportunity." About Alpine Alpine 4 Technologies Ltd. is a publicly traded enterprise with business related endeavors in, software, automotive technologies, electronics manufacturing, and energy services & fabrication technologies. As of June 1, 2020, the Company was a holding company that owned seven operating subsidiaries: ALTIA, LLC; Quality Circuit Assembly, Inc.; American Precision Fabricators, Inc.; Morris Sheet Metal, Corp; and JTD Spiral, Inc.; Deluxe Sheet Metal, Inc,; and Excel Fabrication, LLC. Alpine 4 Technologies reported a net loss of $3.13 million for the year ended Dec. 31, 2019, compared to a net loss of $7.91 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $36.59 million in total assets, $50.16 million in total liabilities, and a total stockholders' deficit of $13.57 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 1, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. AQUA POOL: Seeks to Hire Jennis Law Firm as Legal Counsel --------------------------------------------------------- Aqua Pool & Spa Supply, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to hire Jennis Law Firm as its legal counsel. Aqua Pool requires Jennis Law Firm to: (a) take all necessary action to protect and preserve the estate of the Debtor; (b) prepare, on behalf of the Debtor, legal papers; (c) counsel the Debtor with regard to its rights and obligations as a debtor-in-possession; (d) prepare and file schedules of assets and liabilities; (e) prepare and file a chapter 11 plan and corresponding disclosure statement; and (f) perform all other necessary legal services in connection with the chapter 11 case. Jennis Law Firm will be paid at these hourly rates: Attorneys $275 to $500 Paralegals $120 to $160 Jennis Law will also be reimbursed for reasonable out-of-pocket expenses incurred. David Jennis, partner of Jennis Law Firm, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jennis Law can be reached at: David S. Jennis, Esq. JENNIS LAW FIRM Address: 606 East Madison Street Tampa, FL 33602 Fax: (813) 405-4046 Tel: (813) 229-2800 E-mail: detlinger@jennislaw.com ecf@jennislaw.com About Aqua Pool & Spa Supply, LLC Aqua Pool & Spa Supply, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-08633) on Nov. 24, 2020, listing under $1 million in both assets and liabilities. Daniel E Etlinger, ESq. at Jennis Law Firm represents the Debtor as counsel. Macias Consulting, Inc. serves as the Debtor's certified public accountant. AQUA POOL: Seeks to Hire Macias Consulting as Accountant -------------------------------------------------------- Aqua Pool & Spa Supply, LLC seeks authority from the Middle District of Florida to hire Macias Consulting, Inc. as its certified public accountant. Macias Consulting will provide advisory financial and tax services in connection with its business operations. These include budgets, forecasts, monthly operating reports and plan projections. An initial deposit of $2500 will be required to begin work. The total fee for the engagement with assistance during the bankruptcy filing process will be $5,000. The firm's hourly rates are: Accountant $125 Certified Public Accountant $250 Macias Consulting does not hold or represent an interest adverse to the estate, and are disinterested persons, according to court filings. The CPA can be reached through: Michelle Perez-Macias, CPA Macias Consulting, Inc. 1907 Sw 8th Court Cape Coral, FL 33991 Phone: (239) 691-0828 Email: michelle@maciasconsultants.com About Aqua Pool & Spa Supply, LLC Aqua Pool & Spa Supply, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-08633) on Nov. 24, 2020, listing under $1 million in both assets and liabilities. Daniel E Etlinger, ESq. at Jennis Law Firm represents the Debtor as counsel. Macias Consulting, Inc. serves as the Debtor's certified public accountant. ASSUREDPARTNERS INC: S&P Rates New $500MM 2028 Unsec. Notes 'CCC+' ------------------------------------------------------------------ S&P Global Ratings assigned its 'CCC+' debt rating to Lake Mary, Fla.-based insurance broker AssuredPartners Inc.'s proposed $500 million 2028 senior unsecured notes. S&P also assigned a '6' recovery rating, indicating its expectation of negligible recovery (0%) in the event of payment default, to the notes. S&P said, "We rate the existing first-lien credit facility 'B', with a recovery rating of '3', which indicates our expectation for meaningful recovery (60%) in the event of a default. Additionally, we rate AssuredPartners' senior notes due 2025 and 2027 'CCC+' with a recovery rating of '6' (0%). "We expect the new financing to have identical terms to the company's existing senior notes and for AssuredPartners to use the majority of proceeds to fund closed acquisitions and acquisitions currently under a letter of intent." The company will use the remaining proceeds to add cash to its balance sheet for future acquisitions, as well as to pay related fees and expenses. Including this $500 million issuance, pro forma financial leverage (including acquisitions expected to be closed by year-end) is about 8.0x (8.5x including preferred treated as debt), with EBITDA interest coverage above 2.0x. AssuredPartners has performed well through the third quarter, with organic growth of 1.7% and S&PGR-adjusted margins of 31.5% for the 12 months ended Sept. 30, 2020. Amid the coronavirus pandemic and economic downturn, our base-case forecast is for AssuredPartners to see 1%-2% organic revenue growth and steady margins of 30%-32% through 2020, fostered by continued insurance pricing momentum, the company's diversification by geography and business segment, and favorable new business trends. Margins through the pandemic have also shown improvement due to cost-saving initiatives including reductions in operational staffing. The company also has a robust pipeline of mergers and acquisitions (M&A), with 33 acquisitions completed through the third quarter representing $64 million in EBITDA and $178 million in revenue acquired. S&P expects 2020 to be AssuredPartners' most active M&A year yet with over $75 million of acquired EBITDA expected--surpassing 2017, when the company acquired $72 million of EBITDA and closed on its largest acquisition, Keenan. S&P said, "We forecast S&PGR-adjusted pro forma leverage to remain near 8.0x through 2020 with deleveraging of 7.5x-8.0x through 2021. If the company is unable to meet our base-case expectations and instead experiences organic revenue contraction combined with flat to declining EBITDA margins, resulting in leverage sustained above 8.0x through 2021, we could revise our stable outlook on AssuredPartners." ATLANTIC CITY, NJ: Moody's Affirms Ba3 Issuer Rating, Outlook Pos. ------------------------------------------------------------------ Moody's Investors Service has affirmed Atlantic City, NJ's long-term issuer rating at Ba3 and revised the outlook to positive from stable. The issuer rating is equivalent to the city's hypothetical general obligation unlimited tax (GOULT) rating. Although the city has $352.7 million in general obligation unlimited tax (GOULT) and guaranteed debt, none of it is rated by Moody's, though much of it carries a Baa1 enhanced rating from the New Jersey Municipal Qualified Bond Program. RATINGS RATIONALE The Ba3 long-term issuer rating reflects the city's continued, albeit reduced, financial and economic stress. It incorporates the settling of long-term, open-ended liabilities and the concomitant improvement in city finances, the successful implementation of the casino PILOT program, the recent health (pre-pandemic) and instability of the casino industry, and the ongoing efforts to diversify. The rating is also informed by the continued, strong oversight by the State of New Jersey (A3 negative). The rating is heavily influenced by the city's exposure to governance and social risk. Income inequality is starkly evident in the city's juxtaposition of high unemployment and poverty and opulent casinos. Moody's views the continued oversight by the State of New Jersey as critical to the city's continued well-being and progress but the extraordinary oversight expires approximately one year though the State Supervision Act will remain in effect. This act grants the state certain oversight powers overall New Jersey municipalities and additional supervisory powers over distressed municipalities such as Atlantic City. The state's future oversight role remains to be determined and will be of critical importance to the city's future credit quality. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Moody's does not see any material immediate credit risks for Atlantic City. While a number of revenue streams have been negatively impacted, the city has made budgetary adjustments to offset these losses. In fact, the city expects to run a surplus in 2020. However, the situation surrounding the coronavirus is rapidly evolving and the longer-term impact will depend on both the severity and duration of the crisis. If its view of the credit quality of Atlantic City changes, Moody's will update its rating/outlook at that time. RATING OUTLOOK The positive outlook reflects its expectations that, despite the pandemic, Atlantic City will continue making strides in improving its governance and finances. While the pandemic has negatively impacted the casino industry, the negative credit consequences are fairly offset by the improved management of city operations and the more predictable PILOT payment structure for casinos. In addition, the city's current expectation is that the financial impact on the city of the weak casino industry will be limited, particularly given meaningful revenue from online gambling operations. The outlook also incorporates the strong statements made by the state and city emphasizing that some degree of oversight will remain even when the current governance regime expires. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATING - Improved liquidity and reserve position - Diversification of the economic base - Material improvement in tax base and resident wealth and income FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATING - Contraction in the casino industry - Failure to adopt adequate budget solutions - Material deterioration in reserves and liquidity - Withdrawal of state oversight and inability to independently manage operations LEGAL SECURITY Debt service on the city's bonds is secured by its pledge of its full faith and credit backed by its legal obligation to levy ad valorem tax on all taxable property for the payment of debt service without limit as to rate or amount. Certain issuances are also backed by the New Jersey Municipal Qualified Bond Program (Baa1 negative) -authorized by the Municipal Qualified Bond Act (MQBA). PROFILE Atlantic City is a tourism and gaming center located along the southern portion of the Jersey shore. It has a population of approximately 38,300. METHODOLOGY The principal methodology used in this rating was US Local Government General Obligation Debt published in July 2020. AYTU BIOSCIENCE: Expects EUA Tests Sales to Contribute to Revenue ----------------------------------------------------------------- Aytu Bioscience, Inc. recently established a purchasing relationship with a U.S. supplier of Emergency Use Authorization (EUA) authorized antigen tests. Antigen tests rapidly detect the presence of the SARS-CoV-2 virus antigen via a nasopharyngeal swab and are used without laboratory equipment. Demand for rapid antigen tests has increased in recent months across the U.S. While the Company maintains a distribution relationship to distribute the Pinnacle RAD Rapid Antigen Detection test upon receipt of an EUA, that test remains in the EUA process with the U.S. Food & Drug Administration. Accordingly, the Company opportunistically purchased EUA rapid antigen tests to distribute to its customers. An initial shipment of EUA antigen tests has been received by the Company, and purchase orders have been fulfilled. The Company expects to sell the recently purchased EUA rapid antigen tests while awaiting EUA for the Pinnacle test. Sales from the newly acquired EUA tests are expected to contribute net revenue for the Company. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com/-- is a commercial-stage specialty pharmaceutical company focused on commercializing novel products that address significant patient needs. The company currently markets a portfolio of prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i) Natesto, an FDA-approved nasal formulation of testosterone for men with hypogonadism, (ii) ZolpiMist, an FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra XR, an FDA-approved 12-hour codeine-based antitussive syrup. Aytu Bioscience reported a net loss of $13.62 million for the year ended June 30, 2020, compared to a net loss of $27.13 million for the year ended June 30, 2019. As of Sept. 30, 2020, the Company had $141.27 million in total assets, $50.21 million in total liabilities, and $91.06 million in total stockholders' equity. BAY CLUB OF NAPLES: Seeks Dec. 22 Plan Exclusivity Extension ------------------------------------------------------------ The Bay Club of Naples, LLC and its affiliates request the U.S. Bankruptcy Court for the Middle District of Florida, Forts Myers Division, to extend by 60 days, through and including December 22, 2020, the exclusive periods during which the Debtors may file a plan and solicit acceptances. On September 30, 2020, the Court entered its Order Approving Amended Disclosure Statement and Setting Deadlines with Respect to Confirmation Hearing. Mediation was continued and the mediator did not declare an impasse. Mediation was continued on November 12, 2020. The Debtors have engaged in and continue to engage in good faith efforts to negotiate with creditors. At the same time, the Debtors have filed a joint plan and an amended joint plan. However, given the relatively short period of time this case has been pending, the continued mediation, and the continued confirmation hearing, the Debtors are in need of additional time to pursue a confirmable plan. Ample cause exists to extend the exclusive period within which the Debtors may solicit acceptances and allow for potential resolution. Although a development project is relatively straightforward, the procedural history and issues between the Debtors and their secured lender have made this matter more complicated than in many cases. Allowing the Debtors an additional 60 days to continue discussions with creditors will only serve to benefit all parties in interest and any delay is negligible. About The Bay Club of Naples The Bay Club of Naples, LLC is a Naples, Fla.-based company engaged in the business of real estate development. The Bay Club of Naples and its affiliate, The Bay Club of Naples II, LLC, concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-05008) on June 29, 2020. Harry M. Zea, manager, signed the petition. At the time of the filing, each Debtor disclosed estimated assets of $10 million to $50 million and estimated liabilities of the same range. The cases are assigned to Judge Caryl E Delano. Debtors have tapped Underwood Murray, P.A. as their bankruptcy counsel. Becker & Poliakoff, P.A., and Genovese Joblove & Battista, P.A. serve as the Debtors' special counsel. On October 30, 2020, Judge Caryl E. Delano approved the Debtor's Disclosure Statement. BEACH ON DUVAL: Seeks to Hire Coll CPA Solutions as Accountant -------------------------------------------------------------- Beach on Duval, LLC seeks authority from the United States Bankruptcy Court for the Southern District of Florida to hire Coll CPA Solutions, P.A. as its accountant. The professional services the accountant will render are: a. assist in maintaining the Debtor’s books and records, and make corrective entries where needed; b. give advice to the Debtor with respect to increasing its net cash flow; c. assist the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Reporting Requirements; and d. prepare tax returns, financial reports, reconcile bank statements, assist with preparation of the Schedules and Statement of Financial Affairs (including amendments), and provide whatever accounting services are requested by the Debtor for the administration of the case. Renata Coll, CPA, a shareholder of Coll CPA, assures the court that the firm is a "disinterested person" within the meaning of U.S.C. 101(14). The firm can be reached through: Renata Coll, CPA Coll CPA Solutions, P.A. 302 Southard St, #202 Key West, FL 33040 Phone: (305) 741-7615 Email: renatacollcpa@mail.com About Beach on Duval Beach on Duval, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20904) on Oct. 6, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Jay A. Cristol oversees the case. Kevin C. Gleason, Esq., at Florida Bankruptcy Group, LLC, serves as the Debtor's legal counsel. BEN F. BLANTON: Seeks to Hire McCarthy Leonard as Special Counsel ----------------------------------------------------------------- Ben F. Blanton Construction, Inc. files a renewed application seeking approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to employ McCarthy, Leonard & Kaemmerer, L.C. as its special counsel. McCarthy Leonard will advise and provide the Debtor legal services in connection with the drafting of new contracts, negotiations with respect to existing contracts, the filing of mechanics liens to enforce Debtor's rights under pending contracts; pursue the insurance coverage action in the adversary proceeding Ben F. Blanton Construction, Inc. v. Traveler’s Property Casualty Company of America, Cause No. 4:20-cv-01141; and assist it with meeting its non-financial obligations under the payment and performance bond that was issued for the VUE Project by Fidelity and Deposit Company of Maryland. The fees will generally be charged at the hourly rates of the firm ranging from $250 to $300. Matthew Menghini, Esq., owner of McCarthy Leonard, attests that the firm does not hold or represent any interest adverse to the Debtor's estates. The firm can be reached through: Matthew Menghini, Esq. McCarthy, Leonard & Kaemmerer, L.C. 825 Maryville Centre Drive, Suite 300 Town and Country, MO 63017 Phone: (314) 392-5200 (314) 392-5200 Ext 1115 Email: mmenghini@mlklaw.com About Ben F. Blanton Construction Ben F. Blanton Construction, Inc. is a construction management, design/build, and general contracting company with headquarters in the greater metropolitan St. Louis, Mo. area. Visit https://www.blantonconstruction.com for more information. Ben F. Blanton Construction filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Case No. 20-43555) on July 16, 2020. The petition was signed by Jeffrey M. Blanton, president. At the time of filing, the Debtor estimated $10 million to $50 million in both assets and liabilities. The Debtor tapped Wendi Alper-Pressman, Esq., at Lathrop GPM LLP, as counsel and Mueller Prost, PC as accountant. BENEDICT A. VERSACI: Selling Properties to Ragno to Settle Claim ---------------------------------------------------------------- Benedict A. Versaci asks the U.S. Bankruptcy Court for the Southern District of New York to authorize (A) the transfer of three Hitachi Excavators, to Titan Industrial Services Corp. in full and final settlement of the Titan Lawsuit and Titan Counterclaims; and (B) the sale of the following real properties located at (i) 415 Meacham Avenue, Elmont, New York; (ii) 1337 Star Avenue, Elmont, New York; and (iii) 42 Nassau Boulevard, Garden City, New York, to Michael Ragno for $250,000 and for settlement of the Adversary Proceeding, Ragno Claim, and Titan Lawsuit. Prior to the Petition Date, the Debtor and Michael Ragno were co-owners of: (a) 415 Meacham; (b) LJC Dismantling Corp. ("LJC"): (c) JAMS Land Holdings, LLC, which owns 1337 Star; and (d) DMV Realty, LLC, which owns 42 Nassau. On Oct, 3, 2017, Roswell Properties, LLC, Ltd. commenced an action against the Debtor entitled Roswell Properties, LLC, Ltd. V. Benedict A.Versaci, assigned index number 6103 89/2017, in the Supreme Court of the State of New York, County of Nassau. By the default judgment, entered April 10, 2018, the Nassau Supreme Court entered a money judgment in favor of Roswell against the Debtor, which judgment was recorded with the Nassau County Clerk. By operation of law, on April 10, 2018, the Roswell Judgment became a lien against all real property the Debtor owned in the State of New York, County of Nassau, including, but not limited to, 415 Meacham. On Nov. 20, 2018, Titan Industrial Services Corp. commenced an action against LJC, the Debtor and Ragno, entitled Titan Industrial Services v. LJC Dismantling Corp, assigned index number 0655797/2018, in the Supreme Court of the State of New York, County of New York. On Dec. 26, 2018, Debtor, by and through his counsel, appeared in the Titan Action and asserted several counterclaims against Titan. By proof of claim, assigned claim number 1, filed Dec. 13, 2019, Roswell asserted a claim against the Debtor's bankruptcy estate in the secured amount of $203,093 secured by 415 Meacham. By proof of claim, assigned claim number 12, filed March 5, 2020, and amended March 13, 2020, Ragno asserted a claim against the Debtor's bankruptcy estate in the general unsecured amount of $928,187. On April 10, 2020, the Debtor filed a complaint against Ragno commencing an adversary proceeding entitled Benedict A. Versaci v. Michael Ragno, assigned adversary proceeding number 20-09030 (CGM), asking authorization of the Court to permit a sale of property co-owned by a non-debtor pursuant to Bankruptcy Code Section 363 (h). By answer, filed May 18, 2020, Ragno interposed an answer and asserted counterclaims against the Debtor. By reply, filed May 18, 2020, the Debtor interposed a reply to counterclaims contained in the Answer. By order, entered July 15, 2020, the Court approved the Debtor's retention of Macco Law Group, LLP, as attorneys for the Debtor. To date, the Office of the United States Trustee has not appointed a chapter 11 trustee or official committee of unsecured creditors. After commencement of the Adversary Proceeding, the Debtor and Ragno engaged in informal discovery related to the Real Properties and the non-exempt equity therein. By stipulation of settlement, dated Dec. 1, 2020, the Parties agreed to settle the Adversary Proceeding, Ragno Claim, and Titan Lawsuit as follows: (a) Ragno will remit the sum of $250,000 to the Debtor; (b) the Debtor, individually, and in his capacity as an officer of DMV and JAMS, will transfer the Real Property to Ragno free and clear of all liens, claims, and encumbrances, including, but not limited to, the Roswell Judgment; and (c) the Debtor, individually, and in his capacity as an officer of LJC will transfer three Hitachi Excavators, to the Titan in full and final settlement of the Titan Lawsuit and Titan Counterclaims, free and clear of all liens, claims and encumbrances. The transfer of the Excavators in full and final satisfaction of the Titan Lawsuit is in the best interest of the Debtor's estate and creditors. The value of the Excavators is less than, or equal to, the increase in the claims pool should Titan succeed in the Titan Lawsuit. Additionally, the Debtor does not believe that Debtor or LJC will prevail on the Titan Counterclaims, and, as such, a waiver of the Titan Counterclaims is outweighed by the benefit of the dismissal of the Titan Lawsuit. The Debtor believes that approval of the Settlement is in the best interests of the Debtor, its creditors, and the estate. Therefore, based on his business judgment, he asks that the Court grants the Motion, approves the Settlement, and authorizes the sale of his interest in the Property, free and clear of all lien, claims, and encumbrances. A hearing on the Motion is set for Jan. 26, 2021 at 9:00 a.m. Objections or higher and better offers, if any, must be filed at least seven days prior. A copy of the Stipulation of Agreement is available at https://tinyurl.com/y5w2l2us from PacerMonitor.com free of charge. Benedict A. Versaci sought Chapter 11 protection (Bankr. S.D. N.Y. Case No. 19-36935) on Dec. 2, 2019. The Debtor tapped Andrea B. Malin, Esq., ast Genova & Malin, Attorneys as counsel. BERGIO INTERNATIONAL: Unveils New Multi-Phase Buyback Program ------------------------------------------------------------- Bergio International, Inc. announced a new multi-phase buyback program. Under this initial phase of the repurchase program, the Company's CEO, Berge Abajian, will buy from the open market at least $50,000 and up to $100,000 of Company common stock. Repurchases will be made at management's discretion at prices management considers to be attractive and in the best interests of both the Company and its shareholders, subject to the availability of stock, general market conditions, the trading price of the stock, alternative uses for capital, and the Company's financial performance. Open market purchases will be conducted in accordance with the limitations set forth in Rule 10b-18 of the SEC and other applicable legal requirements. The repurchase program may be suspended, terminated or modified at any time for any reason, including market conditions, the cost of repurchasing shares, the availability of alternative investment opportunities, liquidity, and other factors deemed appropriate. These factors may also affect the timing and amount of share repurchases. The repurchase program does not obligate the Company to purchase any particular number of shares. About Bergio International Headquartered in Fairfield, NJ, Bergio International, Inc. -- https://bergio.com -- is engaged in the product design, manufacturing, distribution of fine jewelry primarily in the United States. The Company also have two retail stores located in Closter, NJ and Atlantic City, NJ. Bergio International reported a net loss of $3.03 million for the year ended Dec. 31, 2019, compared to a net loss of $417,314 for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.60 million in total assets, $1.97 million in total liabilities, and a total stockholders' deficit of $365,061. BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 15, 2020, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. BLACKRIDGE TECHNOLOGY: Files Amendment to Disc. Statement --------------------------------------------------------- Blackridge Technology International, Inc., et al., filed their First Amendment to the Disclosure Statement explaining their Chapter 11 Plan. Section VII. Unclassified Priority Non-tax Claims, shall be replaced in its entirely with the following: Pursuant to the Debtors' Plan, the treatment and disposition of the unclassified priority claims, both tax and non-tax, now totaling $601, 554.43 will be as follows: Any claim of discrepancy will be resolved by the claim objection process, with stipulated amount and/or Court decreed amount owing used to calculate that particular creditors' allowed claim being paid by the Debtors. All unclassified priority creditors, shall be paid pro rata of their allowed claim amount, without statutory interest thereon, on or before the Effective Date of the Plan. Section VIII. Classification of claims and interest – Class 2A claims, Class 2A shall be replaced in its entirety with the following: Class 2A Claims. This Class 2A consists of all allowed general unsecured claims against the Debtors. The Class 2A Allowed General Unsecured Claims calculated as of Petition Date, total approximately $32,526,556.13. Section IX. Treatment of classes with respect to Class 2A shall be replaced and amended as follows: Class 2A Claims: The International and Holdings Class 2A Allowed General Unsecured Claims, calculated in the total amount of $32,526,556.13 shall be paid pro rata from subsection 363 net sale monies available. It is projected that there will be no subsection363 sale monies available to pay the Class 2A Allowed General Unsecured Claims, therefore, amounts owing will remain unpaid, with no prospect for any payment. Accordingly, the Class 2A Allowed General Unsecured claims are impaired under the Plan. All other terms and provisions of the Jointly Administered Debtors' Disclosure statement remain unchanged. A copy of the First Amendment dated Dec. 2, 2020, is available at: https://www.pacermonitor.com/view/C7GLC3Y/BLACKRIDGE_TECHNOLOGY_INTERNATIONAL__nvbke-20-50314__0223.0.pdf?mcid=tGE4TAMA Attorneys for the Debtors: Stephen R. Harris Harris Law Practice LLC 6151 Lakeside Drive, Suite 2100 Reno, NV 89511 Telephone (775) 786-7600 Email: steve@harrislawreno.com About Blackridge Technology Blackridge Technology International develops, markets, and supports a family of products that provide a next-generation cybersecurity solution for protecting enterprise networks and cloud services. Blackridge Technology International filed a voluntary Chapter 11 petition (Bankr. D. Nev. Case No. 20-50314) on March 13, 2020. In the petition signed by Robert J. Graham, president, the Debtor was estimated $10 million to $50 million in both assets and liabilities. Judge Bruce T. Beesley oversees the case. Stephen R. Harris, Esq., at Harris Law Practice LLC, is the Debtor's legal counsel. The Debtor also tapped Patagonia Capital Advisors as their investment banker. BOSTON SURFACE: Defers Plan Hearing Amid Pandemic ------------------------------------------------- Opting to defer its reorganization plan pending the distribution of a vaccine that would control the pandemic, the Boston Surface Railroad Company Inc. sought and obtained an order extending by 90 days its deadline to file an amended plan as well as the hearing on the explanatory disclosure statement. A hearing on the Debtor's Disclosure Statement was scheduled for January 6, 2021. The deadline for the Debtor to file its amended plan and disclosure statement was December 1, 2020 At the behest of the Debtor, Judge Bruce Harwood ordered that: * The Jan. 6, 2021 hearing is canceled. * The Debtor will file its Second Amended Plan and Disclosure Statement on or before March 1, 2021, along with a notice of hearing on the approval of the disclosure statement. The hearing shall be held on April 7, 2021 at 2:00 p.m. "The fluid nature of this COVID-19 pandemic has robbed the Debtor of its ability to accurately forecast commuter ridership. The Debtor's plan projections necessarily depend on how many people are commuting by bus or by rail. These data, as of now, are nearly impossible to predict. The Rhode Island Governor recently closed all schools through December 31, 2020, but many municipalities have gone a step further, closing them through the end of the school-year. As parents are required to stay home with their children, commuter traffic diminishes," the Debtor explained. "Fortunately, the Debtor has obtained a location for its main bus facility, but it is unable to predict how many people will be riding its busses, and thus unable to provide with a reliable budget for its plan. Moreover, the Debtor has minimal monthly expenses and no "burn" rate to speak of. So putting the plan on hold until a vaccine begins to control thepandemic will not harm any creditors." About Boston Surface Railroad Boston Surface Railroad Company Inc. is a private intercity passenger railroad based in Woonsocket, Rhode Island. BSRC was granted authority by the United States Surface Transportation Board in 2016 to operate passenger service on several routes in New England and has formed a public private partnership with the cities of Nashua, New Hampshire; Worcester and Lowell, Massachusetts and Woonsocket, Rhode Island. Boston Surface Railroad Company filed for Chapter 11 bankruptcy (Bankr. D.N.H. Case No. 19-11393) on October 6, 2019, listing total assets of $166,815 and total liabilities of $1,867,955. The petition was signed by Vincent J. Bono, president. Peter N. Tamposi, Esq., at The Tamposi Law Group, serves as its bankruptcy counsel. BREAD & BUTTER: Asks Court to Extend Plan Exclusivity Thru Jan. 4 ----------------------------------------------------------------- Bread & Butter Concepts, LLC and its affiliates request the U.S. Bankruptcy Court for the District of Kansas to extend the exclusive periods during which the Debtors may file a plan of reorganization and solicit acceptances for the plan through and including January 4, and March 7, 2021, respectively. The Debtors have been diligent in discharging their duties under the Bankruptcy Code attentively and making good-faith progress toward a feasible Chapter 11 plan. Notwithstanding their significant progress, the Debtors are a few months from being in a position to propose a plan of reorganization because among other reasons: (i) the sale of certain assets and the assumption and/or assignment of certain leases has substantially changed the business profile of the Debtors; (ii) the Debtors' business has been critically impacted by the COVID-19 pandemic and protests experienced in the Kansas City area. Further, the Debtors' business is cyclical and significant revenue swings are experienced during the holiday and spring and summer months versus the colder and non-holiday months; (iii) the Debtors are only now starting to implement various key initiatives to maximize revenues, including, but not limited to, marketing campaigns, and other restaurant-specific programs in an attempt to recover from the closings and restrictions during the COVID-19 pandemic; (iv) the Debtors intend to engage an accounting firm to audit or review, as appropriate, their financial statements to assist the Debtors in preparing projections and seeking exit financing for a potential plan of reorganization; and (v) the Debtors currently anticipate that any projections for a potential plan of reorganization will need to be based on performance during the recovery period during the COVID-19 pandemic. The Debtors are not seeking an extension to delay or force creditors to accede to unreasonable demands. On the contrary, the Debtors are in the process of working with various parties-in-interest to maximize the value of the Debtors' assets. "We need additional time to negotiate with creditors and determine the feasibility of a Chapter 11 plan with regard to the remaining assets and to move for dismissal of the bankruptcy estates of the sold entities," the Debtors add. The terms and conditions of a Chapter 11 plan will depend largely on the outcome of the Debtors' efforts. The requested extensions of the exclusivity periods will also allow the Debtors to review claims, pursue negotiations and evaluate whether a Chapter 11 plan is feasible and in the best interests of the Debtors, their estates, and creditors. About Bread & Butter Concepts Bread & Butter Concepts, LLC -- http://breadnbutterconcepts.com/-- was founded in 2011 and owns and operates multiple upscale restaurants in the Kansas City metropolitan area. Bread & Butter Concepts and its affiliates Texaz Crossroads LLC, Texaz Table Restaurant of KS LLC, Texaz South Plaza LLC, and Texaz Plaza Restaurant LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 19-22400) on Nov. 9, 2019. At the time of the filing, Bread & Butter disclosed $4,121,754 in assets and $5,079,795 in liabilities. The cases have been assigned to Judge Dale L. Somers. Sandberg Phoenix & von Gontard P.C. is the Debtor's legal counsel. BRIGGS & STRATTON: Court Extends Exclusivity Periods Thru Feb. 15 ----------------------------------------------------------------- At the behest of Briggs & Stratton Corporation and its affiliates, Judge Barry S. Schermer extended the Debtors' exclusive rights to file a chapter 11 plan through and including February 15, 2021, and to solicit acceptances through and including April 17, 2021. Since the Petition Date, the Debtors have worked closely and in good faith with their key constituents to implement the Debtors' restructuring through a value-maximizing transaction and ultimately, through a consensual liquidating plan. The Debtors are well on their way down this path, given that: (i) the Debtors reached a key settlement, embodied in the Sale Order, with the Purchaser, the Creditors' Committee, the Pension Benefit Guaranty Corporation, JP Morgan Chase Bank, N.A. as administrative and collateral agent under the DIP Credit Agreement, and the DIP ABL Secured Parties which resolved potential objections to the sale transaction, the Creditors' Committee's potential challenges to the Prepetition Secured Parties' liens, and certain issues associated with the PBGC's potential claims in these cases; (ii) the Debtors filed the Plan and Disclosure Statement; and (iii) a hearing to consider approval of the Disclosure Statement was scheduled for November 9, 2020. On September 15, 2020, the U.S. Bankruptcy Court for the Eastern District of Missouri, Southeastern Division, entered an order authorizing the Debtors to sell substantially all of their assets to Bucephalus Buyer, LLC. On September 21, the Debtors closed the sale transaction. The Debtors continue to honor their post-closing sale obligations, wind down their estates, and otherwise, work to conclude their chapter 11 cases. The purpose of the Plan is to effectuate the distribution of remaining cash proceeds of the sale transaction, the disposition and distribution of any remaining estate assets, and the orderly wind-down of the Debtors' estates. Pursuant to the Plan, a portion of the sale proceeds will be used to pay administrative and priority claims and fund the costs of completing these chapter 11 cases and winding down the Debtors' estates. Any remaining proceeds and other available cash are expected to be used to provide a recovery for general unsecured claims. With the extension, the Debtors are given a full and fair opportunity to continue their good faith efforts to confirm the Plan, without the risk of the distraction of any competing plan proposals. * * * In a November 10 ruling, the Court approved the disclosure statement and set December 18, 2020, as hearing to consider confirmation of the Plan. Confirmation objections are due December 11. Votes on the Plan are also due December 11. About Briggs & Stratton Corp. Briggs & Stratton Corporation -- https://www.basco.com -- is a producer of gasoline engines for outdoor power equipment and a designer, manufacturer, and marketer of power generation, pressure washer, lawn and garden, turf care, and job site products. The Company's products are marketed and serviced in more than 100 countries on six continents through 40,000 authorized dealers and service organizations. Briggs & Stratton Corporation and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July 20, 2020. The petitions were signed by Mark A. Schwertfeger, senior vice president, and chief financial officer. At the time of the filing, Briggs & Stratton Corporation disclosed total assets of $1,589,398,000 and total liabilities of $1,350,058,000 as of March 29, 2020. Judge Barry S. Schermer oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner LLP as corporate counsel; Houlihan Lokey Inc. as investment banker; Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP as auditor and tax consultant; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. BRUNO'S SUPERMARKETS: 1410 Temple Buying Fayette Property for $30K ------------------------------------------------------------------ William S. Kaye, as Liquidating Trustee for BFW Liquidation, LLC, formerly known as Bruno's Supermarkets, LLC, asks the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the sale of the parcel of land located at 1410 Temple Ave. N., Fayette, Alabama to 1410 Temple Avenue, LLC for $30,000. Prior to the Petition Date, the Debtor owned and operated approximately 66 grocery stores in Alabama and Florida. The Debtor operated a gas station on the Property years prior to the Petition Date. The Trustee marketed the Property for sale for many years. The Buyer has agreed to pay $30,000 for the Property. The Liquidating Trustee has, in his business judgment, determined that it is in the best interests of the Debtor's estate and its creditors to sell the Property to the Buyer. Accordingly, he asks an order authorizing him to sell the Property free and clear of all liens, claims, interests and encumbrances to the Buyer. A copy of the Agreement is available at https://tinyurl.com/y3wf8ohl from PacerMonitor.com free of charge. The Purchaser: 1410 TEMPLE AVENUE, LLC c/o K. Michael Freeman 2024 Temple Ave North Fayette, AL 35555 About Bruno's Supermarkets Bruno's Supermarkets LLC -- now known as BFW Liquidation, LLC -- was a privately held company headquartered in Birmingham, Alabama. It was the parent company of the Bruno's, Food World, and FoodMax grocery store chains, which includes 23 Bruno's, 41 Food World, and 2 FoodMax locations in Alabama and the Florida panhandle. Founded in 1933, Bruno's operated as an independent company since 2007 after undergoing several transitions and changes in ownership starting in 1995. Bruno's filed for Chapter 11 relief on Feb. 5, 2009 (Bankr. N.D. Ala. Case No. 09-00634). At that time, it was owned by Dallas-based Lone Star Funds. Bruno's estimated between $100 million and $500 million each in assets and debts in its Chapter 11 petition. Burr & Forman LLP served as the Debtor's lead counsel. Najjar Denaburg, P.C., served as the Debtor's conflicts counsel. Greenberg Traurig, LLP, acted as the official committee of unsecured creditors' counsel. Alvarez & Marsal served as the Debtor's restructuring advisor. During the 2009 bankruptcy, Bruno's sold 56 of its stores to C&S Wholesale Grocers Inc., for $45.8 million. On Sept. 25, 2009, the Court confirmed the Debtor's Fourth Amended Plan of Liquidation. Pursuant to the confirmation order, William S. Kaye was appointed the Liquidating Trustee. CALIFORNIA RESOURCES: Moody's Assigns B1 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned ratings to California Resources Corporation (CRC), including a B1 Corporate Family Rating (CFR), a B1-PD Probability of Default Rating (PDR) and a B3 rating to its second lien term loan. The rating outlook is stable. These are first time ratings for CRC, following its emergence from bankruptcy. "California Resources will benefit from a restructured balance sheet with much less debt," commented James Wilkins, Moody's Vice President. "However, weak commodity prices will challenge the company's ability to grow production, while generating positive free cash flow." Assignments: Issuer: California Resources Corporation Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-3 Corporate Family Rating, Assigned B1 Senior Secured Second Lien Term Loan, Assigned B3 (LGD5) Outlook Actions: Issuer: California Resources Corporation Outlook, Assigned Stable RATINGS RATIONALE CRC's B1 CFR reflects current low oil prices that limit the company's ability to generate free cash flow, the high cost of its production relative to oil prices, and the potential for lower production volumes in 2021, while the company limits its capital expenditures to internally generated cash flow. Moody's expects the company's investments in the current commodity price environment (Brent oil prices between $40 per bbl and $50 per bbl) to focus on maintaining production levels while generating flat to positive free cash flow. Even so, production volumes may decline somewhat until Brent prices recover to above $50 per bbl. The company has focused on reducing its costs since it became a public company in 2014, however, its margins are not sufficient to support investments to grow production, despite selling its production at prices close to the Brent index price. CRC's debt balance has been reduced by over 85 percent from the year-end 2019 level as a result of restructuring its balance sheet in the bankruptcy process, leaving it with $610 million of balance sheet debt. This has greatly reduced its expected interest expense to less than $1.30/bbl from over $8.00/bbl in 2019. The company benefits from its large scale and legacy production with significant infrastructure as one of the largest operators in California. CRC's well-defined, mature asset base, which has a shallow decline rate of approximately 11% per year, and the quality of CRC's reserves base are positives. The predominately oil reserves (about three-quarters of production is liquids) are in multiple basins in California and have a reserve life index that is longer than most peers. The capital structure is comprised of a $540 million secured first lien revolving credit facility and a $200 million second lien term loan, which are obligations of California Resources Corporation, as well as $300 million of senior secured notes which are obligations of EHP Holdco (and guaranteed by CRC), which is the indirect owner of certain Elk Hills power generation assets. The B3 rating on the term loan, two notches lower than the CFR, reflects the term loan's more junior priority claim on assets than borrowings under the revolving credit facility. The revolver and term loan are secured by CRC's oil & gas assets, but the secured notes have a first lien on the power generation assets, which Moody's believes have a value exceeding the amount of the $300 million secured notes. The SGL-3 Speculative Grade Liquidity (SGL) Rating reflects its expectation that CRC will have adequate liquidity through 2021, supported by cash flow from operations and its revolver credit facility due April 2024. Moody's expects CRC will limit its capital spending such that it does not materially outspend internally generated cash flow, but should Brent oil prices remain below $50 per bbl, production volumes may remain flat or decline modestly. The revolver has a $1.2 billion borrowing base and $540 million of commitments of borrowings. Moody's expects the company will have ample headroom under the credit agreement's financial covenants - a maximum total net leverage ratio of 3.0x and minimum current ratio of 1.0x. The next debt maturity is in 2024. The stable outlook reflects Moody's expectation that CRC will weather the low and volatile oil & gas price environment and limit any decline in production volumes without needing significant debt financing. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company generates retained cash flow to debt above 30 percent on a consistent basis, stable or growing production volumes and positive free cash flow. The ratings could be downgraded if retained cash flow to debt falls below 15 percent, production volumes decline or liquidity weakens. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. California Resources Corporation, headquartered in Santa Clarita, is an independent exploration and production company operating exclusively in California. CALLON PETROLEUM: Moody's Cuts CFR to Caa1; Outlook to Stable ------------------------------------------------------------- Moody's Investors Service downgraded Callon Petroleum Company's Probability of Default Rating (PDR) to Caa1-PD/LD from B3-PD, Corporate Family Rating (CFR) to Caa1 from B3, and ratings on its senior unsecured notes to Caa2 from Caa1. The limited default (LD) designation was appended to the PDR following the exchange of senior unsecured notes for new 9.0% senior secured second lien notes due 2025. The Speculative Grade Liquidity (SGL) rating remains SGL-3. The outlook has been revised to stable from negative. "Callon Petroleum's asset monetization transactions and debt exchanges have reduced its debt principal," stated James Wilkins, Moody's Vice President. "However, we expect the company's credit metrics will remain weak until demand for refined products and oil prices recover and there remains the potential that the company will engage in further debt exchanges." Downgrades: Issuer: Callon Petroleum Company Probability of Default Rating, Downgraded to Caa1-PD /LD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Senior Unsecured Notes, Downgraded to Caa2 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Callon Petroleum Company Outlook, Changed To Stable From Negative RATINGS RATIONALE The downgrade in Callon's PDR to Caa1-PD/LD reflects Moody's expectation the company may engage in further debt exchanges which could be considered defaults. Moody's considers Callon's exchange of $389 million of debt at a significant discount to par as a distressed exchange, which is a default under Moody's definition. Moody's has appended the PDR with an "/LD" designation indicating a limited default, which will be removed after three business days. The company issued $217 million of new 9.0% senior secured second lien notes due 2025 and approximately 1.7 million warrants in exchange for $389 million of senior unsecured notes, reducing the principal amount of debt by $172 million. The CFR considers Callon's success in managing through the difficult market environment in 2020, but also the expectation that it will not generate significant positive cash flow in 2021 while oil supply continues to exceed depressed demand levels, leverage will remain high and its credit metrics will remain weak. The company has guided its 2021 operational capital expenditures will be between $375 million and $400 million (down from $500 million - $510 million estimated for 2020) as it limits capital expenditures to internally generated cash flow, and it will experience a year-over-year decline in production volumes due to a combination of a reduced capital program focused on generating sustainable free cash flow and recent asset sales. Callon's scale has benefited from acquisitions and a track record of organically growing production and reserves prior to 2020. Following the December 2019 Carrizo acquisition, Callon has larger and more diversified operations focused on two shale plays in the Permian Basin and the Eagle Ford Basin. The Permian Basin acreage is in the early stages of development and will require significant capital to develop, while the acquired Eagle Ford assets, which are also predominately oil-producing assets, are more mature assets. The company has competitive unit costs, strong operating margins, and a high proportion of oil in its production volumes. Callon's senior unsecured notes ($1.5 billion principal amount as of September 30, 2020, pro forma for the exchanges) were downgraded to Caa2 from Caa1 as a result of the one notch downgrade in the CFR and the addition of senior secured second lien debt to the capital structure. The unsecured notes are contractually subordinated to the secured debt ($517 million of senior secured second lien notes due 2025 and borrowings under the secured revolving credit facility). Callon's SGL-3 rating reflects its adequate liquidity, supported by cash flow from operations, modest cash balances, as well as its revolving credit facility. The revolver had a $1.6 billion borrowing base, $24.1 million of letters of credit and $995 million of borrowings as of September 30, 2020, pro forma for its asset monetization transactions, leaving $581 million available on the revolver. The revolver has two financial covenants - a minimum current ratio of 1x and a maximum secured leverage ratio of 3x - with which Moody's expects the company to remain in compliance through 2021. In 2022, the company will cease being subject to the secured leverage ratio and will be subject to a maximum leverage ratio of 4.0x. Callon has no upcoming debt maturities until 2023. The stable outlook reflects the low and volatile commodity price environment and Moody's expectation that Callon will maintain adequate available borrowing capacity under its revolver. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity weakens, RCF/debt falls below 10% or capital efficiency weakens significantly. The ratings could be upgraded in a more supportive oil and gas price environment if Callon maintains adequate liquidity, RCF/debt above 15% and a leveraged full-cycle ratio greater than 1x. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Callon Petroleum Company, headquartered in Houston, TX is an independent exploration and production company with operations in the Permian Basin and the Eagle Ford Shale in Texas. CANCER GENETICS: More Suits Filed Over Planned Merger with StemoniX ------------------------------------------------------------------- Cancer Genetics, Inc., entered into an Agreement and Plan of Merger and Reorganization with StemoniX, Inc., a Minnesota corporation, and CGI Acquisition, Inc., a Minnesota corporation and wholly-owned subsidiary of CGI. Upon the terms and subject to the satisfaction of the conditions described in the Merger Agreement, including approval of the transaction by CGI's stockholders and StemoniX's shareholders, Merger Sub will be merged with and into StemoniX, with StemoniX surviving the merger as a wholly-owned subsidiary of CGI. On Nov. 10, 2020, a purported stockholder of the Company filed a complaint against the Company, CGI Acquisition, Inc., the directors of the Company and StemoniX in the District Court of Delaware, entitled, Jason Kauffman v. Cancer Genetics, Inc. et al. The complaint alleges that the Company's Registration Statement on Form S-4, as filed with the SEC on Oct. 16, 2020 related to the Merger, omitted to disclose certain material information allegedly necessary to make statements made in the Registration Statement not misleading and/or false, in violation of Section 14(a) and Section 20(a) of the Securities Exchange Act of 1934, as amended and Rule 14a-9 promulgated thereunder. The complaint seeks injunctive relief enjoining the Merger and costs, among other remedies. On Nov. 13, 2020, a purported stockholder of the Company filed a complaint against the Company, the chief executive officer of the Company and the directors of the Company in the United States District Court for the Southern District of New York, entitled, Scott Sawin v. Cancer Genetics, Inc. et al. On Nov. 19, 2020, a purported stockholder of the Company filed a complaint against the Company and the directors of the Company in the United States District Court for the Southern District of New York, entitled, Carlos Juan Pastrana v. Cancer Genetics, Inc. et al. On Nov. 19, 2020, a purported stockholder of the Company filed a complaint against the Company and the directors of the Company in the United States District Court for the District of New Jersey, entitled, Joshua Dunn v. Cancer Genetics, Inc. et al. On Nov. 23, 2020, a purported stockholder of the Company filed a complaint against the Company and the directors of the Company in the United States District Court for the District of New Jersey, entitled, Matthew Haller v. Cancer Genetics, Inc. et al. On Nov. 25, 2020, a purported stockholder of the Company filed a complaint against the Company and the directors of the Company in the United States District Court for the District of New Jersey, entitled, Steve Prentiss v. Cancer Genetics, Inc. et al. On Dec. 1, 2020, a purported stockholder of the Company filed a complaint against the Company and the directors of the Company in the United States District Court for the Southern District of New York, entitled, Virginia Weiderman v. Cancer Genetics, Inc. et al. Each of the foregoing six complaints allege facts and seek relief substantially similar to the Kaufman Complaint. The Company believes that the claims asserted in the lawsuits are without merit and intends to vigorously defend the Company, CGI Acquisition, Inc. and the director and officer defendants against these claims, as applicable, however, there can be no assurance that the defendants will prevail in such lawsuits. The Company is not able to estimate any possible loss from these litigations at this time. It is possible that additional lawsuits may be filed in connection with the proposed Merger with StemoniX. About Cancer Genetics Through its vivoPharm subsidiary, the Cancer Genetics -- http://www.cancergenetics.com-- offers proprietary pre-clinical test systems supporting clinical diagnostic offerings at early stages, valued by the pharmaceutical industry, biotechnology companies and academic research centers. The Company is focused on precision and translational medicine to drive drug discovery and novel therapies. vivoPharm specializes in conducting studies tailored to guide drug development, starting from compound libraries and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for Investigational New Drug filings. vivoPharm operates in The Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) accredited and GLP compliant audited facilities. Cancer Genetics reported a net loss of $6.71 million for the year ended Dec. 31, 2019, compared to a net loss of $20.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.69 million in total assets, $4.88 million in total liabilities, and $4.80 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has minimal working capital, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CANCER GENETICS: Selling $2.4 Million Worth of Common Stock ----------------------------------------------------------- Cancer Genetics, Inc. entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC, as sales agent, pursuant to which the Company may offer and sell, from time to time through Wainwright, shares of its common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $2,400,000. The offer and sale of the Shares will be made pursuant to a shelf registration statement on Form S-3 (File No. 333-239497) and the related prospectus, as supplemented by a prospectus supplement dated Dec. 2, 2020 and filed with the Securities and Exchange Commission on such date pursuant to Rule 424(b) under the Securities Act of 1933, as amended. Pursuant to the ATM Agreement, Wainwright may sell the Shares in sales deemed to be "at-the-market" equity offerings as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the Nasdaq Capital Market. If agreed to in a separate terms agreement, the Company may sell Shares to Wainwright as principal, at a purchase price agreed upon by Wainwright and the Company. Wainwright may also sell Shares in negotiated transactions with the Company's prior approval. The offer and sale of the Shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject to the ATM Agreement or (b) the termination of the ATM Agreement by Wainwright or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement. The Company has agreed to pay Wainwright a commission of 3.0% of the aggregate gross proceeds from any Shares sold by Wainwright and to provide Wainwright with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto. About Cancer Genetics Through its vivoPharm subsidiary, the Cancer Genetics -- http://www.cancergenetics.com/-- offers proprietary pre-clinical test systems supporting clinical diagnostic offerings at early stages, valued by the pharmaceutical industry, biotechnology companies and academic research centers. The Company is focused on precision and translational medicine to drive drug discovery and novel therapies. vivoPharm specializes in conducting studies tailored to guide drug development, starting from compound libraries and ending with a comprehensive set of in vitro and in vivo data and reports, as needed for Investigational New Drug filings. vivoPharm operates in The Association for Assessment and Accreditation of Laboratory Animal Care International (AAALAC) accredited and GLP compliant audited facilities. Cancer Genetics reported a net loss of $6.71 million for the year ended Dec. 31, 2019, compared to a net loss of $20.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.69 million in total assets, $4.88 million in total liabilities, and $4.80 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has minimal working capital, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CAPITAL VENTURES: Creditor Trustee Taps Boerke Management as Broker ------------------------------------------------------------------- Seth Dizard, Esq., the creditor trustee appointed in Capital Ventures, LLC's Chapter 11 case, seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Boerke Management Company, LLC as its real estate broker. Boerke will advertise, market, show, and consummate the leasing and sale of the Debtor's real estate located at 429 W. Silver Spring Drive in Glendale, Wis. The creditor trustee proposes to pay Boerke upon the lease of the Silver Spring Property a commission of 5 percent (6 percent if a co-broker is involved) of the aggregate net rental for the term of the lease and upon the sale of the Silver Spring Property a commission of 5 percent (6 percent if a co-broker is involved) of the gross sale price. Nathan Powers, a principal of The Boerke Company, 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: Nathan Powers Boerke Management Company, LLC 731 N. Jackson Street, Suite 700 Milwaukee, WI 53202 About Capital Ventures Capital Ventures, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 16-21331) on February 20, 2016. The petition was signed by Michael A. Gral, general partner and co-trustee. At the time of the filing, the Debtor estimated to have $1 million to $10 million in both assets and liabilities. Jonathan V. Goodman, Esq., at Law Offices of Jonathan V. Goodman serves as the Debtor's counsel. On August 26, 2020, Seth E. Dizard was appointed as the creditor trustee in the Debtor's Chapter 11 case. He is represented by O'Neil, Cannon, Hollman, DeJong & Laing S.C. CENTER CITY: Plan Exclusivity Extended Thru December 30 ------------------------------------------------------- At the behest of Center City Healthcare, LLC d/b/a Hahnemann University Hospital and its affiliates, the U.S. Bankruptcy Court for the District of Delaware extended the periods within which the Debtors have the exclusive rights to file a chapter 11 plan through and including December 30, 2020, and to solicit acceptances of a plan through and including March 2, 2021. The Debtors entered Chapter 11 Cases with two primary objectives: (i) the orderly closure of Hahnemann University Hospital ("HUH"); and (ii) the going concern sale of St. Christopher's Hospital for Children ("STC") and its related affiliated entities. Notwithstanding the global pandemic and numerous ongoing challenges arising from it, the Debtors said they have made meaningful progress in advancing and administering the Chapter 11 Cases over the past several months. The Debtors and the Official Committee of Unsecured Creditors are working cooperatively to investigate potentially significant estate claims and causes of action; with the goal of completing the investigation, engaging the targets of the investigation in negotiations and/or mediation and, ultimately, including the resolution of any such claims and causes of action in a proposed plan. Over the course of these cases, the Debtors achieved their objectives and addressed various other pressing case issues. In addition, the Debtors are currently in the process of reviewing in excess of 160,000 documents responsive to the Committee's Bankruptcy Rule 2004 document requests. These documents have been uploaded into an electronic reviewing platform and the Debtors have begun a rolling production of these documents, subject to the Debtors' retention of the right to object to any specific document request and to withhold production of any specific documents on the basis of privilege. The Debtors said the extension will allow the parties to complete this investigation and formulate a path forward with respect to the resolution or pursuit of such claims and causes of action before the plan can be finalized and also the Debtors will be able to focus on completing the investigation, completing the reconciliation of claims and the preparation and filing of a consensual chapter 11 plan. About Center City Healthcare Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc. as claims and noticing agent. CHERRY BOMB: Unsecureds to Get 39 Cents on Dollar in 4 Years ------------------------------------------------------------ Cherry Bomb Electric, Inc., submitted an Amended Plan of Reorganization. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 39 cents on the dollar. The Debtor's financial projections show that the Debtor will have projected disposable income (as defined by Sec. 1191(d) of the Bankruptcy Code) of $120,000 over the 48=month life of the Plan. Class 2 Allowed Secured claim of Tomahawk Drive Associates LLC is impaired. Tomahawk Drive Associates, LLC holds a secured claim in the amount of $15,008. To the extent that the claim is allowed as a secured claim, then the holder will: (a) retain the liens securing the claim to the extent of the allowed amount of the claim; and (b) receive on account of such claim deferred cash payments totaling at least the allowed amount of the claim, of a value, as of the Effective Date of at least the value of the claimant's interest in the estate's interest in the property securing the claim. Class 3 Allowed Nonpriority unsecured claims are impaired. Holders of allowed Class 3 claims will receive a pro rata share of the Debtor's Disposable Income over a period of 48 months. A full-text copy of the Amended Plan of Reorganization dated October 12, 2020, is available at https://tinyurl.com/yy9fpbrg from PacerMonitor.com at no charge. Attorneys for the Debtor(s): Kenneth D. (Chip) Herron, Jr. Herron Hill Law Group, PLLC 135 W Central Blvd., Suite 480 Orlando, Florida 32801 Telephone: (407) 648-0058 Primary e-mail: chip@herronhilllaw.com Secondary e-mail: lauren@herronhilllaw.com About Cherry Bomb Electric Cherry Bomb Electric is an electrical contractor from Satellite Beach. They provide electrical wiring, recessed lighting and other services. Cherry Bomb Electric, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01234) on Feb. 28, 2020, listing under $1 million in both assets and liabilities. Kenneth D. Herron, Jr., Esq. at Herron Hill Law Group, PLLC, is the Debtor's counsel. CLEAR THE WAY: Creditor Sultani Family Trust Says Plan Not Feasible ------------------------------------------------------------------- Creditor Sultani Family Realty Trust objects to the disclosure statement in support of plan of reorganization filed by Debtor Clear the Way Supportive Housing, Inc. Sultani claims that the Debtor's proposed plan is highly speculative as it is entirely dependent on receiving postpetition, subordinated financing, completing unspecified repairs by unspecified means, and being able to sell properties for amounts far in excess of their current values. The proposed plan is simply not feasible. Sultani points out that the Debtor's plan appears to be to renovate three houses, sell those houses, distribute some of the sale proceeds, then use the remainder of the proceeds to fund the next batch of renovations. Each of these steps is fraught with problems. Sultani asserts that the Debtor offers no details as to what needs to be renovated at each house, who will do the renovations, or how long the renovations will take to complete. Additionally, Debtor has not explained why or how the risk of vandalism and theft are reduced by only renovating three houses at any given time. Sultani further asserts that the Debtor's plan for distributing the funds from the sales has one glaring issue: it fails to pay Sultani the full value of its claim. The principal amount of Sultani's claim for Class 2 exceeds $750,000, yet Debtor offers no plan for paying the difference. Sultani states that both of Sultani's claims are impaired under the plan and Sultani does not accept the terms of Debtor's proposed plan. Therefore, Debtor cannot confirm its plan under § 1191(a) and must proceed under Sec. 1191(b). Sultani says that the Debtor's proposed plan does not attempt to provide the information necessary to determine what its income will be at any period other than after all the houses have been renovated and sold or rented. Even then, Debtor does not outline what it expects its expenses to be. A full-text copy of Sultani's objection to plan and disclosure statement dated December 4, 2020, is available at https://tinyurl.com/y3yl4o2y from PacerMonitor.com at no charge. Attorneys for Sultani Family: GLANKLER BROWN, PLLC Ricky L. Hutchens 6000 Poplar Avenue, Suite 400 Memphis, TN 38119 Tel: 901-525-1322 Fax: 901-576-2389 E-mail: rhutchens@glankler.com About Clear The Way Supportive Housing Corp Clear The Way Supportive Housing Corp is a non-profit company that owns and operates numerous single family residential units in Memphis, Shelby County, Tennessee. It employs property managers and maintenance personnel. Clear The Way Supportive Housing Corp sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20-24352) on Sep. 4, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and 100,001 to $500,000 in liabilities. John Edward Dunlap, Esq. represents the Debtor as its legal counsel. CLEAR THE WAY: DIP Financing to Fund Plan Payments -------------------------------------------------- Clear The Way Supportive Housing Group submitted a Plan and a Disclosure Statement. The Debtor has been approved for a debtor-in-possession loan by Limitless Services in the amount of $400,000. This loan will be for the amount of $400,000.00 at 8% interest to mature in 24 months. The DIP Facility will be granted and a lien junior to the first mortgages on the Debtor's real properties. The $400,000 DIP loan will be used to pay delinquently property taxes to the City of Memphis and the Shelby County Trustee owed by Memphis Manor II. The balance of the DIP loan proceeds will be utilized to rehabilitate vacant properties and sell or rent said properties. The Plan does not identify any unsecured creditors. It says Class 2 (secured claim of Sultani Family Trust), Class 3 (secured claim of Sultani Family Trust), Class 4 (secured claim of City of Memphis), and Class 5 (secured cliam of the Shelby County Trustee) are imp;aired under the Plan. Funds needed to make cash payments on the effective date on account of allowed administration claims, under the Plan will come from the DIP Financial Agreement. A full-text copy of the Disclosure Statement dated November 16, 2020, is available at https://tinyurl.com/y3obqvm3 from PacerMonitor.com at no charge. The Debtor's counsel: John E. Dunlap The Law Office of John E. Dunlap 3340 Poplar, Suite 320 Memphis, TN 38111 Tel: (901) 320-1603 Fax (901) 320-6914 E-mail: jdunlap00@gmail.com About Clear The Way Supportive Housing Corp Clear The Way Supportive Housing Corp is a non-profit company that owns and operates numerous single family residential units in Memphis, Shelby County, Tennessee. It employs property managers and maintenance personnel. Clear The Way Supportive Housing Corp sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20-24352) on Sep. 4, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in assets and 100,001 to $500,000 in liabilities. John Edward Dunlap, Esq. represents the Debtor as its legal counsel. COMCAR INDUSTRIES: Global Exports Buying Low Value Assets for $6.4K ------------------------------------------------------------------- Comcar Industries, Inc. and its affiliated debtors filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their proposed sale of the low value assets set forth in the Bill of Sale (Exhibit A), to Global Exports for $6,400, free and clear of all Liens. On Sept. 2, 2020, the Court entered the Order, which, among other things, established the De Minimis Asset Sale Procedures. Pursuant to the De Minimis Asset Sale Procedures, the Debtors submit the De Minimis Sale Notice in connection with their sale of the low value assets to the Purchaser. The total selling price for the Sale to the Purchaser is $6,400, which is under the limit set forth in the De Minimis Asset Sale Procedures. The Sale does not include payments to be made by the Debtors on account of commission fees to agents, brokers or auctioneers. The Debtors intend to use the proceeds from the Sale to fund the administration of these chapter 11 cases and, if applicable, to distribute funds in accordance with the priority scheme set forth in orders of the Court, their financing documents and/or the Bankruptcy Code. The Purchaser is not an insider of the Debtors. The Objection Deadline is Dec. 10, 2020 at 4:00 p.m. (ET). If no objection to the De Minimis Sale Notice is timely filed and served in accordance with it and the De Minimis Asset Sale procedures, the Debtors may consummate the sale without further notice. Copies of all filings in the Debtors' chapter 11 cases are available for free on the website of the Court-appointed claims and noticing agent in these chapter 11 cases, Donlin Recano & Company, Inc., at https://www.donlinrecano.com/Comcar. A copy of the Exhibit A is available at https://tinyurl.com/y69yw6nb from PacerMonitor.com free of charge. About Comcar Industries Comcar Industries is a transportation and logistics company headquartered in Auburndale, Fla., with over 40 strategically-located terminal and satellite locations across the United States. For more information, visit https://comcar.com/ On May 17, 2020, Comcar Industries and related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In the petitions signed by CRO Andrew Hinkelman, Comcar Industries was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the presiding judge. The Debtors tapped DLA Piper LLP (US) as counsel; FTI Consulting, Inc., as financial advisor; and Bluejay Advisors, LLC as investment banker. Donlin Recano & Company, Inc. is the claims agent. COVIA HOLDINGS: Porter, Paul 3rd Update on Term Lender Group ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter Hedges LLP submitted a third amended verified statement to disclose an updated list of members in Ad Hoc Group of Term Loan Lenders in the Chapter 11 cases of Covia Holdings Corporation, et al. In March 2020, the Ad Hoc Group of Term Loan Lenders retained Paul, Weiss to represent it as counsel in connection with a potential restructuring of Covia and its affiliated debtors in the Chapter 11 Cases. In June 2020, the Ad Hoc Group of Term Loan Lenders retained Porter Hedges to serve as its Texas counsel with respect to such matters. The Ad Hoc Group of Term Loan Lenders filed the Verified Statement Pursuant to Bankruptcy Rule 2019 of Ad Hoc Group of Term Loan Lenders, dated July 9, 2020 [Docket No. 139], the Amended Verified Statement Pursuant to Bankruptcy Rule 2019 of Ad Hoc Group of Term Loan Lenders, dated October 2, 2020 [Docket No. 621] and the Second Amended Verified Statement Pursuant to Bankruptcy Rule 2019 of Ad Hoc Group of Term Loan Lenders, dated November 17, 2020 [Docket No. 802]. The Ad Hoc Group of Term Loan Lenders submits this Third Amended Verified Statement to amend information disclosed in the Original Verified Statement, the Amended Verified Statement and the Second Amended Verified Statement. As of Dec. 4, 2020, members of the Ad Hoc Group of Term Loan Lenders and their disclosable economic interests are: Anchorage Capital Group, L.L.C. 610 Broadway, 6th Fl. New York, NY 10012 * Term Loans: $376,018,487.23 Angel Island Capital Management, LLC 1 Embarcadero Center, Suite 2150 San Francisco, CA 94111 * Term Loans: $427,845,629.06 * Swap Claims: $27,799,698.51 Angelo, Gordon & Co., L.P. 245 Park Avenue New York, NY 10167 * Term Loans: $33,239,004.44 CBAM Partners, LLC 51 Astor Place 12th Floor New York, NY 10003 * Term Loans: $88,751,657.72 HPS Investment Partners, LLC 40 West 57th Street, 33rd Floor New York, NY 10019 * Term Loans: $44,395,207.95 Invesco Senior Secured Management, Inc. 1166 Avenue of the Americas, 26th Floor New York, NY 10036 * Term Loans: $49,054,820.05 Maple Stone SSF (Del) LLC 60 Victoria Embankment London EC4Y 0JP, UK * Term Loans: $98,353,143.50 MJX Asset Management, LLC 12 E 49th Street, 38th Floor New York, NY 10017 * Term Loans: $46,809,014.10 Oaktree Capital Management, L.P. 333 S. Grand Avenue, 28th Floor Los Angeles, CA 90071 * Term Loans: $4,912,500.00 Voya Investment Management Co. LLC and Voya Alternative Asset Management LLC 7337 East Doubletree Ranch Road, Suite 100 Scottsdale, AZ 85258 * Term Loans: $102,665,587.48 Nothing contained in this Third Amended Verified Statement is intended to or should be construed as (i) a limitation upon, or waiver of any right to assert, file and/or amend its claims in accordance with applicable law and any orders entered in these Chapter 11 Cases by any member of the Ad Hoc Group of Term Loan Lenders, or (ii) an admission with respect to any fact or legal theory. The Ad Hoc Group of Term Loan Lenders, through its undersigned counsel, reserves the right to amend or supplement this Third Amended Verified Statement as necessary for that or any other reason in accordance with the requirements set forth in Bankruptcy Rule 2019. Counsel for the Ad Hoc Group of Term Loan Lenders can be reached at: John F. Higgins, Esq. M. Shane Johnson, Esq. Megan N. Young-John, Esq. Porter Hedges LLP 1000 Main Street, 36th Floor Houston, TX 77002 Tel: (713) 226-6000 Fax: (713) 226-6248 Email: jhiggins@porterhedges.com sjohnson@porterhedges.com myoung-john@porterhedges.com - and - Brian S. Hermann, Esq. Andrew M. Parlen, Esq. Sean A. Mitchell, Esq. Teresa Lii, Esq. Xu Pang, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 Email: bhermann@paulweiss.com aparlen@paulweiss.com smitchell@paulweiss.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/36PRrBK About 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. CRED INC: Ch. 7 Conversion, Ch. 11 Trustee Appointment Sought ------------------------------------------------------------- Movants, Jamie Shiller, Takashi Yanagi, Wu Chi King, Joseph Richardson, Thomas Calvert, Clint Cowen, Robin Houck, Todd Wiseman, Matthew Dixon, Jonatan Ashurov, Daniel Becker, Teppei Miyauchi, Jean Vacca, Xian Su, and Eric Schurman, filed a Partial Joinder to the motion of Krzysztof Majdak and Philippe Godinea seeking to dismiss the Chapter 11 case of Cred Inc., et al., and converting it to Chapter 7 or alternatively appointing of a Chapter 11 trustee. The Movants are claimants who had transferred to the Debtors certain bitcoin with a collective value in excess of present value over $65,000,000 USD. Contrary to the Motion of Majdak and Godinea, the Movants believed that the dismissal of the Chapter 11 cases is not in the best interests of the Debtors, their estates, or creditors and other parties in interest as the dismissal would simply result in the Debtors and their assets moving forward without the protection of the automatic stay. The Movants prefer the conversion of the Debtors' case to Chapter 7, which would result in the appointment of a fiduciary tasked with the management and liquidation of the Debtors’ assets. Moreover, the Movants also believe that the best remedy for the Debtors, their estates, and creditors would be the appointment of a Chapter 11 trustee, particularly one who has a background with fraud cases and/or cryptocurrency. The Chapter 11 trustee would be a new fiduciary of the estates, who has the trust of the creditor constituents, to make business decisions for the estates Debtors that would maximize the Debtors' estates and are consistent with his fiduciary duties A full-text copy of the Partial Joinder is available at https://bit.ly/37Jt8oi from PacerMonitor.com for free. About CRED Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors have tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc., is the claims agent. CRED INC: DOJ Watchdogs Seeks Ch. 11 Trustee, Examiner Appointment ------------------------------------------------------------------ Andrew R. Vara, United States Trustee for Region 3 and 9, asks the U.S. Bankruptcy Court to enter an order directing the appointment of a Ch. 11 trustee for Cred Inc., et al., or alternatively, an examiner, or converting the cases to Chapter 7. Based on the Motion, the U.S. Trustee believed the hedging losses, the Quanta Coin debacle, and the failure to pursue collection of the moKredit receivable all constitute "incompetence" or "gross mismanagement" warranting the appointment of a chapter 11 trustee for the Debtors. Moreover, the U.S. Trustee also sought for the appointment of an examiner as the Debtors' financial affairs and business operations need to be reviewed by a disinterested person with clear authority to untangle the mess and provide transparency to all parties in interest. This is all the more important where the sums at stake are almost as large as the level of distrust felt by those who dealt with the Debtors. The moKredit receivable alone is $39 million. The interests of the Debtors' estates and their creditors are best served by permitting an examiner to investigate the Debtors' repetition activities and to identify colorable claims which the estates may assert beyond the moKredit receivable. On the other hand, the U.S. Trustee also sought for the conversion of the cases to cases under chapter 7 as there is a continuing loss to or diminution of the estates and the absence of a reasonable likelihood of rehabilitation. A full-text copy of the Motion is available at https://bit.ly/33O3CNf from PacerMonitor.com for free. About CRED Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred — https://mycred.io — is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors have tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc., is the claims agent. CRED INC: Opposes Case Dismissal, Ch. 11 Trustee Appointment Bid ---------------------------------------------------------------- Cred Inc. filed with the U.S. Bankruptcy Court for the District of Delaware an objection to the motion of the Movants, Kzysztof Majdak and Philippe Godinea, to dismiss the case and convert it to a Chapter 7 Liquidation or appoint a Chapter 11 trustee. According to the Debtor, there are no bases to dismiss or convert the case to Chapter 7 as Movants failed to show a substantial or continuing loss or diminution of the estate and the absence of a reasonable likelihood of rehabilitation. The Debtor states that in any event, the liquidating plan, when viewed in conjunction with the contemplated sale, is part of the overall efforts to rehabilitate the Debtors' business through a sale of the business to a new owner. Moreover, the Debtor also argued that the Movants have not shown that there is a cause for conversion or dismissal based on gross mismanagement. The Debtor stated that numerous layers of independent review and oversight are put in place to ensure that the Debtors maximize value for the benefit of their estates. A full-text copy of the Objection is available at https://bit.ly/2JVfG8c from PacerMonitor.com for free. About CRED Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors have tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc., is the claims agent. CT TECHNOLOGIES: Moody's Upgrades CFR to B3; Alters Outlook to Pos. ------------------------------------------------------------------- Moody's Investors Service upgraded the ratings for CT Technologies Intermediate Holdings, Inc., ("Ciox Health") including the Corporate Family Rating (CFR) to B3 from Caa2 and the Probability of Default Rating (PDR) to B3-PD from Caa2-PD. At the same time, Moody's assigned a B3 rating to the company's proposed first-lien credit facilities, consisting of a $50 million revolver expiring 2025, and $670 million term loan due 2025. The outlook was also changed to positive from stable. Proceeds from the proposed senior secured first lien term loan, along with cash on hand, will fund the refinancing of the current capital structure in its entirety, and payment of related transaction fees and expenses. "The upgrade of Ciox Health's CFR to B3 reflects significant improvement in operating performance over the last two years, lower debt leverage, and greater free cash flow. Importantly, this transaction addresses refinancing risk, which had weighed heavily on the rating," said Moody's lead analyst Vladimir Ronin. The change in outlook to positive reflects Moody's expectation that Ciox Health will benefit from high single-digit earnings growth, and further improvement in profitability, which will support the company's ability to reduce debt/EBITDA towards 5.0x, over the next 12-18 months. The Caa1 rating on the current first lien senior secured facility will be withdrawn upon closing of the transaction and repayment of existing debt. Upgrades: Issuer: CT Technologies Intermediate Holdings, Inc. Corporate Family Rating, Upgraded to B3 from Caa2 Probability of Default Rating, Upgraded to B3-PD from Caa2-PD Assignments: Issuer: CT Technologies Intermediate Holdings, Inc. Senior Secured First Lien Bank Credit Facility, Assigned B3 (LGD3) Outlook Actions: Issuer: CT Technologies Intermediate Holdings, Inc. Outlook, Changed to Positive from Stable The assignment of ratings remains subject to Moody's review of the final terms and conditions of the proposed financing transaction that is expected to close by the end of December 2020. RATINGS RATIONALE Ciox Health's B3 CFR reflects its moderately high pro forma debt/EBITDA of 5.8x (on Moody's adjusted basis) for the LTM period ended September 30, 2020. The rating also incorporates the company's narrow business focus providing medical information exchange management and retrieval services to US healthcare providers and insurance carriers. Legal risks associated with the release of protected health information and potential changes within the regulatory environment also present risks to profitability. However, the rating is supported by Ciox Health's leading position in managing and sharing health information, an industry with favorable growth characteristics. Additionally, multi-year contracts with a large number of US hospitals, and high contract renewal rates in the mid-90% range, lend visibility and predictability to revenues. Ciox Health's good liquidity reflects cash of approximately $75 million at close of the proposed refinancing, Moody's expectation for mid-single-digit free cash flow to debt over the next 12 months, and access to an undrawn $50 million revolving credit facility expiring in December 2025. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if the company were to experience operating disruptions or loss of a major contract. A downgrade could also occur if the company's liquidity profile were to erode, such that free cash flow was to turn negative on a sustained basis, or interest coverage falls below one times. Ratings could be upgraded if the company can effectively manage its growth while maintaining good product and customer diversity. Additionally, to be upgraded the company would need to maintain good liquidity, reflected in positive free cash flow to debt in the mid-to-high single-digit percent range, with debt/EBITDA sustained below 5.5 times. Following are some of the preliminary credit agreement terms, which remain subject to market acceptance. The proposed first lien term loan is expected to have no financial maintenance covenants while the proposed revolving credit facility will contain a springing maximum First Lien Secured Leverage Ratio of 7.0 times, that will be tested when the revolver is more than 35% drawn. In addition, the first lien credit facility contains incremental facility capacity up to the greater of $141 million or 100% of consolidated EBITDA, plus an additional amount subject to either a 4.25x pro forma First Lien Secured Leverage Ratio (pari passu secured debt), 5.25x Secured Leverage Ratio (junior debt), or if unsecured, either (i) 5.75x Total Leverage Ratio or (ii) subject to the 2.0x interest coverage ratio (such incremental debt may also be incurred on a leverage/coverage neutral basis if used to finance an acquisition or investment). Collateral leakage is permitted through transfers of assets to unrestricted subsidiaries, with no "blocker" protections. Only domestic wholly-owned subsidiaries must provide guarantees; partial dividends of ownership interests could jeopardize guarantees. There are leverage-based step-downs in the asset sale prepayment requirement to 50% and 0% if the First Lien Secured Leverage Ratio is equal to or less than 3.75x and 3.25x, respectively. Social and governance considerations are material to Ciox Health's rating. Among social concerns is potential reputational and legal risks associated with the release of protected health information, although management has stated that the company has never been charged with a breach that led to a fine. Ciox Health is liable for protecting patient medical records in compliance with HIPAA. To maximize consistency and to reduce risk, most of the process takes place at a centralized operations center in Georgia. While these efforts have protected the company so far, risks associated with cybersecurity breaches will remain elevated in a rapidly changing technological landscape. Moody's expects Ciox Health's financial policies to remain aggressive under private equity ownership. Moody's anticipates management's strategy will continue to supplement organic growth with tuck-in acquisitions, and that the company could incur debt to fund acquisitions if a suitable opportunity arose. Ciox Health, headquartered in Alpharetta, GA, is a large provider of healthcare information services and technology solutions to hospitals, health systems, physician practices and authorized recipients of protected health records in the United States. The company offers two main service lines: Providers Solutions helps providers manage the sharing of patient's health information and data. Payers Solutions helps payers and other volume requestors (such as insurance companies) obtain medical information. Recently the company has added a life sciences business segment, through which it aggregates and analyzes real-world data across a variety of research and commercial uses. Affiliates of New Mountain Capital, LLC purchased Ciox Health in November 2014. For the twelve months ended September 30, 2020, the company generated revenues of approximately $634 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. D.J. GUZZARDO: Disclosure Hearing Continued to Dec. 21 ------------------------------------------------------ D.J. Guzzardo, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana an ex parte motion to continue telephonic hearing of the Disclosure Statement scheduled for Nov. 18, 2020. Judge Meredith S. Grabill granted the motion and ordered that: * The Telephonic Hearing on approval of Debtor's Disclosure Statement is continued to Dec. 21, 2020 at 2:00 p.m. * Dec. 14, 2020 is fixed as the last day to file any written objection to the Disclosure Statement. A full-text copy of the order dated November 13, 2020, is available at https://tinyurl.com/y5b8c3kt from PacerMonitor at no charge. About D.J. Guzzardo D.J. Guzzardo, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 20-10141) on Jan. 20, 2020. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Phillip K. Wallace, Esq., is the Debtor's legal counsel. D.J. GUZZARDO: Unsecured Creditors Will Get 50% in Plan ------------------------------------------------------- D.J. Guzzardo, Inc. d/b/a Guzzardo Fine Jewelers filed the First Amended Disclosure Statement for Chapter 11 Plan on December 4, 2020. General unsecured creditors are classified in Class 3 and will receive a distribution of 50% of their allowed claims to be distributed beginning thirty days after the confirmation order and will end sixty months from confirmation. Equity interest holder David J. Guzzardo will not be paid through the Plan and are not allowed to vote. The Plan will be funded through the income generated from the business operations of D.J. Guzzardo, Inc. A full-text copy of the First Amended Disclosure Statement dated December 4, 2020, is available at https://tinyurl.com/y49865ox from PacerMonitor at no charge. Counsel for the Debtor: Phillip K. Wallace, Esq. Phillip K. Wallace, PLC 4040 Florida Street, Suite 203 Mandeville, LA 70448 Telephone: (985) 624-2824 Facsimile: (985) 624-2823 Email: Philkwall@aol.com About D.J. Guzzardo D.J. Guzzardo, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 20-10141) on Jan. 20, 2020. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Phillip K. Wallace, Esq., is the Debtor's legal counsel. DAH-ON INC: Court Confirms S&K's Reorganization Plan ---------------------------------------------------- Judge Brenda T. Rhoades has entered an order confirming the First Amended Chapter 11 Plan of Reorganization of Dah-on, Inc. d/b/a S&K, under Sec. 1129 of the Bankruptcy Code. All objections that have not been withdrawn, waived, or settled are OVERRULED on the merits. Each settlement embodied in the Plan between the Debtor and holders of Claims and Interests is APPROVED in all respects. The funds to be used for the payment of Claims or other Distributions to be made under the Plan will come from the Reorganized Debtor's operations. As demonstrated by the Voting Declaration, Classes 3, 5, and 6 have accepted the Plan in accordance with Sec. 1126(c). The Plan is fair and equitable and, as modified and supplemented herein, does not discriminate unfairly as to Class 3 - Allowed Secured Claims of First IC Bank. The Court finds that while First IC Bank objected to confirmation of the Plan, First IC bank has amended its ballot to accept the Plan. The Plan provides for payment of the Allowed Secured Claim of First IC Bank in Class 3 via monthly cash payments including applicable interest at 5% per annum over a period of six (6) years. The Plan is fair and equitable and does not discriminate unfairly as to the Class 5 Allowed General Unsecured Claims. No class junior to Class 5 Allowed General Unsecured Claims will receive any property under the Plan in violation of the absolute priority rule or without an infusion of new value in the form of a capital contribution. Upon confirmation and the occurrence of the Effective Date, the Plan shall be binding upon the members of all Classes of Claims and Interests, including, but not limited to, Classes 1, 2, 3, 4, 5, and 6. As reported in the Nov. 20 edition of the TCR, Class 5 Allowed General Unsecured Claims will receive $105,000 under the Plan. This class will receive a pro-rata share of $75,000 with interest at a rate of 4% per annum, which will be paid through 20 quarterly payments made over the course of five years. About Dah-On Inc. Dah-On, Inc., operates S&K Beverages, a liquor store in Plano, Texas. On Jan. 10, 2020, Dah-On filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Case No. 20-40116). At the time of the filing, Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Brenda T. Rhoades oversees the case. The Debtor tapped Hayward & Associates PLLC as its legal counsel, and Kevin Lim CPA P.C. as its accountant. DAVID M. MONAGO: Fesenmyer Buying Bradford Property for $7K ----------------------------------------------------------- David M. Monago and Kristin L. Monago ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of the real property located at 3 Osborne Place, Bradford, McKean County, Pennsylvania, Tax Parcel Index No. 03-015-227-0, to Frederick W. Fesenmyer for $7,000, on the terms of their Agreement of Sale, subject to higher bids. These named Respondents either appear to have liens on the real property which is the subject of the sale, or alternatively, are named as the Respondents for the purpose of notifying them that a sale of the subject property, to which they may have some claim, is being proposed: (a) The Respondent, County National Bank, is a banking institution with a place of business at 1 South Second Street, Clearfield, Pennsylvania 16830-0042 and is the holder of an Assignment of Leases and Rents dated Nov. 7, 2003 and recorded in the Office of the Recorder of Deeds of McKean County, Pennsylvania at Record Book 445, Page 702. It is believed that the Mortgage referred to in the Assignment of Leases and Rents has been satisfied. (b) The Respondent, Citizens & Northern Bank, is a banking institution with a place of business at 90-92 Main Street, Wellsboro, Pennsylvania 16901 and is the holder of the Judgment Liens, and is represented by Robin A. Read, Esquire, McNerney, Page, Vaderlin & Hall, 433 Market Street, Williamsport, Pennsylvania 17701. (c) The Respondent, CNB Bank, is a banking institution, with a place of business located at P.O. Box 42, 31 S. Second Street, Clearfield, Pennsylvania 16830 and is the holder of the Judgment Liens and/or a party to the lawsuits listed below and is represented by Mark G. Claypool, Esq., The Knox Firm, 120 West Tenth Street, Erie, Pennsylvania 16501. (d) The Respondent, McKean County Tax Claim Bureau, is a taxing authority, with an address of 500 W. Main Street, Smethport, Pennsylvania 16749. McKean County Tax Claim Bureau is owed past due real estate taxes for the years 2018 and 2019 in the approximate amount of $1,104. In addition, a claim in the amount of $147 representing 2012 R/E CNTY Bradford 3rd may also exist, and is being referenced out of an abundance of caution. (e) The Respondent, McKean County Treasurers Office, has an address of 500 W. Main Street, Smethport, Pennsylvania 16749. The McKean County Treasurer's Office is tasked with collecting the 2020 real estate taxes on behalf McKean County. (f) The Respondent, McKean County, has a place of business at 500 W. Main Street, Smethport, Pennsylvania 16749 and is the holder of post and pre-petition real estate tax claims in regards to numerous parcels of real estate owned by the Debtors, which tax claims can be reduced to judgment liens pursuant to Pennsylvania Act 93 of 2013. It is believed that the solicitor for McKean County, Pennsylvania is Anthony V. Clarke, Esquire, The Clarke Firm, 204 Bolivar Drive, Bradford, Pennsylvania 16749. (g) The Respondent, the City of Bradford, has a place of business at City Hall, 24 Kennedy Street, Bradford, Pennsylvania 16701. The Tax Collector for the City of Bradford is Karen Hector, City Hall, 24 Kennedy Street, Bradford, Pennsylvania 16701. It is believed that the solicitor for the City of Bradford is Mark J. Hollenbeck, Esquire, Hollenbeck Law Offices, 23 Kennedy Street, Suite 201, Bradford, Pennsylvania 16701. The City of Bradford is tasked with collecting the 2020 real estate taxes on behalf of the City of Bradford and the Bradford Area School District. In addition, the City of Bradford is the holder of post and pre-petition real estate tax claims in regards to numerous parcels of real estate owned by the Debtors, which tax claims can be reduced to judgment liens pursuant to Pennsylvania Act 93 of 2013. (h) The Respondent, Bradford Area School District, has a place of business at 150 Lorana Avenue, Bradford, Pennsylvania. It is believed that the solicitor for the Bradford Area School District is the law firm of Knox, McLaughlin, Gornall, & Sennett, P.C., 120 West Tenth Street, Erie, Pennsylvania 16501. The Bradford Area School District is being named a Respondent as it is the holder of post and pre-petition real estate tax claims in regards to numerous parcels of real estate owned by the Debtors, which tax claims can be reduced to judgment liens pursuant to Pennsylvania Act 93 of 2013. (i) The Respondent, the Township of Bradford, has a place of business at 136 Hemlock Street, Bradford, Pennsylvania 16701. The Tax Collector for the Township of Bradford is Beth Monti, 415 Minard Run Road, Bradford, Pennsylvania 16701. The Township of Bradford is being named a Respondent as it is the holder of post and pre-petition real estate tax claims in regards to the Debtors' residence located at 92 Gregory Avenue, Bradford, Pennsylvania, which tax claims can be reduced to judgment liens pursuant to Pennsylvania Act 93 of 2013. (j) The Respondent, Bradford Sanitary Authority, has an address of 28 Kennedy Street, Bradford, Pennsylvania 16701. Bradford Sanitary Authority is named as a Respondent as it holds a claim for past due water and sewer charges in the approximate amount of $387.53. Bradford Sanitary Authority filed Proof of Claim No. 36 in the Debtors' bankruptcy proceeding. (k) The Respondent, Commonwealth of Pennsylvania, Dept. of Revenue, is a governmental agency with service an address of Pa. Dept. of Revenue, Bankruptcy Division, P.O. Box 280946, Harrisburg, Pennsylvania 17128-0946. The Pa. Dept. of Revenue is represented by Lauren A. Michaels, Esquire, Office of Attorney General, 1251 Waterfront Place, Mezzanine Level, Pittsburgh, Pennsylvania 15222. The Commonwealth of Pennsylvania, Dept. of Revenue is being named a Respondent because it obtained a Judgment against the Debtor David M. Monago, in the amount of $73,451 in McKean County, Pennsylvania at Case No. 2018-10833 on Sept. 21, 2018. Said Judgment acts as an inchoate lien on the real estate located at 3 Osborne Place, Bradford, Pennsylvania. The Pa. Dept. of Revenue has filed Proof of Claim No. 8-2 in the Debtors’ bankruptcy proceeding. (l) The Respondent, Avalon Food Service, Inc., has an address of P.O. Box 536, Canal Fulton, Ohio 44614. Avalon Food Service, Inc. is represented by Tara S. Reuscher, Esquire, 7171 Keck Park Circle NW, North Canton, Ohio 44720. It is being named as a Respondent as it obtained a Judgment against the Debtor, David M. Monago, in the amount of $8,086.13 in McKean County, Pennsylvania at Case No. 2019-10475 on June 6, 20191. This Judgment has been deemed to be avoided on the real estate owned by the Debtors by Order of this Court at Document No. 144, however, Avalon Food Service, Inc. is being listed as a Respondent out of an abundance of caution. Prior to lien avoidance, the Judgment lien acted as an inchoate lien on the real estate located at 3 Osborne Place, Bradford, Pennsylvania. Avalon Food Service, Inc. has filed Proof of Claim No. 28-2 in relation to this debt in the Debtors’ bankruptcy proceeding. (m) The Respondent, American Dairy Queen, has an address of 8000 Tower, Suite 700, 8331 Norman Center Drive, Bloomington, Minnesota 55437 and is represented by Susan E. Tegt, Esquire, 8300 Norman Center Drive, Suite 1000, Minneapolis, Minnesota 55437. It is being named as a Respondent as it obtained a Judgment against the Debtor, David M. Monago, in the amount of $154,143.99 in McKean County, Pennsylvania at Case No. 2019-10684 on Aug. 26, 2019. This Judgment has been deemed to be avoided on the real estate owned by the Debtors by Order of the Court at Document No. 144, however, American Dairy Queen is being listed as a Respondent out of an abundance of caution. Prior to lien avoidance, the Judgment lien acted as an inchoate lien on the real estate located at 3 Osborne Place, Bradford, Pennsylvania. (n) The Respondent, Bank of America, N.A., has an address of 655 Papermill Road, Newark, Delaware 19711 or P.O. Box 15222, Wilmington, Delaware 19886-5222 and is represented by Frederic I. Weinberg, Esquire, 375 E. Elm Street, Suite 210, Conshohocken, Pennsylvania 19428. Bank of America, N.A. is being named a Respondent out of an abundance of caution, as it filed a Judgment against David M. Monago on Dec. 12, 2019 in the amount of $6,088.09 in McKean County, Pennsylvania at Case No. 2019-10864. Said Judgment acts as an inchoate lien on the real estate located at 3 Osborne Place, Bradford, Pennsylvania. It is not clear if one of the three Proofs of Claim filed by Bank of America, N.A. in the Debtors' bankruptcy proceeding relate to the claim. (o) The Respondent, Frederick W. Fesenmyer, has a mailing address of 480 Congress Street, Bradford, Pennsylvania 16701. Frederick W. Fesenmyer is being named as a Respondent because he is the prospective purchaser of the subject property. He is represented by Robert L. Saunders, Esquire, 13 Main Street, Bradford, Pennsylvania 16701. The Respondent, Frederick W. Fesenmyer, also obtained a Judgment against David M. Monago and Kristin L. Monago on Dec. 9, 2019 in the amount of $244,941 in McKean County, Pennsylvania at Case No. 2019-10893. The Judgment relates to a Complaint in Mortgage Foreclosure regarding real estate being surrendered by the Debtors, commonly referred to as “West Washington Properties” in the bankruptcy proceeding. A Writ of Execution has been filed and it is expected that the Respondent will ultimately obtain title to the real estate. The Respondent filed Proof of Claim No. 22 in relation to the debt in the Debtors' bankruptcy proceeding. The claim is being referenced out of an abundance of caution. The Debtor believes that the offer of $7,000 for the real property is fair and should be accepted. It is the highest viable offer the Debtor has received to date. The acceptance and approval of the offer has the benefit of relieving the Debtor of the burden of owning the subject property and the unnecessary costs associated therewith. In addition, the sale of the property will reduce the liabilities owed to the McKean County Tax Claim Bureau and Citizens & Northern Bank. The Debtor proposes that the encumbrances and other claims, to the extent that they validly encumber the subject property, be divested, and transferred to the proceeds of sale. The Debtors also propose that the funds created by the sale be subject to the prior payment of all administrative costs and expenses allowed by the Court, including, but not limited to the filing fee for the Motion to Sell Property of the Estate Free and Clear of Liens in the amount of $188, as well as the actual out-of-pocket costs for advertising in both the Bradford Era and the Erie County Legal Journal. The Debtors also propose payment of all usual and ordinary costs of sale, including, but not limited to: a) Payment of no more than $750 in fees to be paid to the closing agent who represents the Debtors at the time of the real estate closing; b) Delinquent water and sewer charges will be paid to the Bradford Sanitary Authority in the approximate amount of $388. c) Any and all municipal fees, as well as any and all current water and sewer charges, if applicable; d) Payment of any and all delinquent real estate taxes due to the McKean County Tax Claim Bureau in regard to 3 Osborne Place, Bradford, Pennsylvania in the approximate amount of $ 1,104; e) Current real estate taxes in regard to 3 Osborne Place, Bradford, Pennsylvania, pro-rated to the date of closing; and f) The Debtors' share of the appropriate transfers taxes of approximately $70, as per the Agreement of Sale. The net proceeds from the sale, after payment of attorneys' fees and the usual and ordinary costs of sale outlined above will be paid as follows: Any and all remaining proceeds will be paid to Citizens & Northern Bank on account of its Judgment Lien(s) entered in McKean County, Pennsylvania at Case Nos. 2018-10696 and 2018-10784. A hearing on the Motion is set for Jan. 14, 2021 at 11:30 a.m. The Objection Deadline is Dec. 21, 2020. A copy of the Agreement is available at https://tinyurl.com/yy7syyqo from PacerMonitor.com free of charge. Counsel for Debtors: Michael P. Kruszewski, Esq. THE QUINN LAW FIRM 2222 West Grandview Boulevard Erie, PA 16506 On Jan. 13, 2020, David M. Monago and Kristin L. Monago filed a voluntary Chapter 13 Bankruptcy Petition in the U.S. Bankruptcy Court for the Western District of Pennsylvania, at Case No. 20-10027 TPA. On March 17, 2020, the case (Bankr. W.D. Pa. Case No. 20-10027) was converted to a Chapter 11 proceeding. DEER CREEK: Seeks to Hire Eric A. Liepins as Legal Counsel ---------------------------------------------------------- Deer Creek Village, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C. as its legal counsel. The Debtor desires to employ the firm for the purpose of orderly liquidating the assets, reorganizing the claims of the estate and determining the validity of claims asserted in the estate. The firm has received a retainer of $5,000 plus the filing fee. The compensation to be paid to the firm shall be based upon these hourly rates: Eric A. Liepins $275 Paralegals and Legal Assistants $30-$50 In addition, the firm will receive reimbursement for all reasonable out-of-pocket expenses incurred in connection with the services rendered to the Debtor. Eric A. Liepins, Esq., disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 E-mail: eric@ealpc.com About Deer Creek Village Deer Creek Village, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the fee simple owner of a property located at 12301 Southwest Freeway, Burleson, Texas having a current value of $6 million. Deer Creek Village filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43612) on November 30, 2020. The petition was signed by Dennis Head, managing member. At the time of the filing, the Debtor disclosed total assets of $6,000,500 and total liabilities of $5,892,729. Eric A. Liepins, Esq., serves as the Debtor's counsel. DESOTO OWNERS: Seeks to Hire Blalock Walters as Special Counsel --------------------------------------------------------------- Desoto Owners LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire Blalock Walters P.A. as its special counsel. Prior to the petition date, Blalock Walters was retained to represent the Debtor in the proposed redevelopment of the Desoto Square Mall, which is located at 303 301 Blvd W., Bradenton, Fla. and is situated on a 58 acre parcel of land. In addition, prior to the petition date, Blalock Walters was also retained to represent the Debtor in the processing of a tax appeal regarding the said property for the tax year 2020. The Debtor submits that the redevelopment of the mall and property and the successful resolution of the Tax Appeal are critical to the Debtor's exit strategy and successful reorganization in this case. Blalock Walters has been working on the Debtor's development and land use matters since mid-2017. The Debtor seeks to retain Blalock Walters as special counsel in order to continue representing the Debtor in its Proposed Redevelopment and in its Tax Appeal. Scott E. Rudacille, Esq., a principal of Blalock Walters, will be the attorney expected to do all the legal work. His hourly rate is $350 per hour. Mr. Rudacille assures the court that Blalock Walters does not represent or hold an interest adverse to the Debtor or its estate with respect to the matter on which it is to be employed, and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Scott E. Rudacille, Esq. Blalock Walters P.A. 802 11th Street West Bradenton, FL 34205 Tel: (941) 748-0100 Fax: (941) 745-2093 About Desoto Owners LLC Desoto Owners LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Desoto Owners LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-43387) on Sep. 22, 2020. The petition was signed by Moshe Fridman, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Isaac Nutovic, Esq. at NUTOVIC & ASSOCIATES represents the Debtor as counsel. DESOTO OWNERS: Seeks to Hire NDC Development as Consultant ---------------------------------------------------------- Desoto Owners LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire NDC Development Company, NDC Construction Company and NDC Realty Inc. of Florida as its consultants. The Debtor is the owner of the real property commonly known as the Desoto Square Mall, which is located at 303 301 Blvd W., Bradenton, Fla. and is situated on a 58 acre parcel of land. The mall is a failing enterprise - it is less than 66 percent occupied - and all parties agree that the Property is worth substantially more being redeveloped. NDC Development will provide (i) pre-development services such as feasibility analysis, development management, land use planning, project budgeting, project scheduling and value engineering, and (ii) entitlement services such as identifying stakeholders in the development process, assembling a project team including architects, engineers, contractors and consultants, interfacing with local, state and private interest groups and negotiating with various agencies for the approvals of the project. In exchange, NDC Development will receive a fee equal to 2.5 percent of the project soft and hard cost. NDC Construction will provide construction management services in exchange for a fee of 5 percent of the hard costs of construction. NDC Realty will provide non-exclusive brokerage services and will be entitled to a commission fee of 3 percent for any part of the property purchased or leased through NDC Realty. Ronald J. Allen, the president of NDC, attests that NDC is a "disinterested person" as such term is defined in Section 101(14) of the Bankruptcy Code. The consultants can be reached through: Ronald J. Allen NDC Development Company NDC Construction Company NDC Realty Inc. of Florida 1001 3rd Avenue West, Suite 600 Bradenton, FL 34205 About Desoto Owners LLC Desoto Owners LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Desoto Owners LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-43387) on Sep. 22, 2020. The petition was signed by Moshe Fridman, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Isaac Nutovic, Esq. at NUTOVIC & ASSOCIATES represents the Debtor as counsel. DIAMOND COACH: Unsecureds Will be Paid in Full Over 72 Months ------------------------------------------------------------- Diamond Coach Leasing, LLC and Diamond Coach Interiors, LLC submitted a Second Amended Disclosure Statement explaining its Chapter 11 Plan. Judge Randal S. Mashburn has entered an order that the Disclosure Statement is approved. The hearing on confirmation of the Plan shall commence on December 15, 2020 at 11:30 a.m. Central. In the event the hearing on confirmation cannot be completed on December 15, 2020, the hearing will resume on Dec. 17, 2020 at 9:30 a.m. Central. Dec. 7, 2020 is fixed as the last day for the following creditors and/or parties in interest to object to the Plan and serve ballots accepting or rejecting the Plan. Dec. 9, 2020 is fixed as the last day for all other creditors and/or parties in interest to object to the Plan and serve ballots accepting or rejecting the Plan. Under the Plan, Class 4 Allowed Unsecured Claim of the U.S. Small Business Administration in the amount of $499,000 is impaired. The Debtors shall make equal monthly payments of principal and interest sufficient to pay the Class 4 Claimant in full over thirty (30) years. The principal balance of Debtors' obligations to the U.S. Small Business Administration shall bear interest from the Effective Date at a rate of two and one-half (2.5%) per annum. Class 5 Contested Contingent Claims of INSBANK and FirstBank are impaired. The Class 5 Claim shall not receive treatment on any terms worse than the Class 7 Claims, nor any treatment preferable to that afforded to the Class 8 Claim. Class 6 General Unsecured Claims totaling $739,213.99 are impaired. Beginning on the first business day of the first month after the Effective Date, Debtors shall make equal monthly amortized payments of principal and interest sufficient to pay the Allowed Class 6 Claims in full over a period of 72 months. The principal balance of the Class 6 Claims shall bear interest from the Effective Date at a rate of two and one-half percent (2.5%) per annum. Class 7 Disputed Claims of ACBI, LLC, Ally Construction Brands, Inc., Justin Ward, and other Justin Ward entities are impaired. The Class 7 claims will be estimated as between $719,000 to $1,000,000. In the event any of the Class 7 Claims are deemed Allowed, the Class 7 Claims shall be paid via equal monthly amortized payments of principal and interest sufficient to pay the Allowed Class 7 Claims in full over ninety (90) months, beginning on the first day of the second month after the Class 7 Claims become Allowed as set forth herein. The principal balance of the Class 7 Claims shall bear interest from the date on which they are Allowed at a rate of two and one-half percent (2.5%) per annum. Class 8 consists of the Allowed, Unsecured Claims of American Express and all other holders of revolving credit against Debtors, which claims total $325,694 are impaired. The principal balance of the Class 8 Claims shall bear interest from the Effective Date at a rate of one and one-half percent (1.5%) per annum. Beginning on the first business day of the first month after the first anniversary of the Effective Date, Debtors shall make equal monthly amortized payments of principal and interest sufficient to pay the Class 8 Claims in full over a period of ten (10) years. Class 9 consists of the Allowed, Unsecured Deficiency Claims of ServisFirst Bank are impaired. The Class 9 Claim is derived from the Class 3 Treatment of ServisFirst Bank's pre-Petition $37.9 million Claim, which is deemed Allowed and Secured in the Plan in the amount of $24.6 million. The Class 9 Claim shall not be entitled to any distributions under the Plan so long as Debtors are owned and controlled by (i) Kylee Ervin and/or Cole Ervin; (ii) any entity owned in whole or in part by Cole Ervin, and/or (iii) any third party approved in writing by Cole Ervin, Kylee Ervin, ServisFirst Bank and Pinnacle Bank. Class 11 consists of the Claims of insiders and the ownership interests in Debtors of Kylee Ervin. Debtors shall make no distributions to any holders of Claims in this Class. Cash generated from Debtors' continued operations and available cash, by way of the Exit Facility, will provide Debtors with sufficient cash flow to make all payments due under the Plan. A full-text copy of the Amended Disclosure Statement dated November 12, 2020, is available at https://tinyurl.com/y5oc2uql from PacerMonitor at no charge. A full-text copy of the Second Amended Disclosure Statement dated November 16, 2020, is available at https://tinyurl.com/y6x53o99 from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement dated November 16, 2020, is available at https://tinyurl.com/y6nyesrl from PacerMonitor.com at no charge. Attorneys for Debtors: Griffin S. Dunham Alex Payne DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, Tennessee 37212 629.777.6529 alex@dhnashville.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. DIOCESE OF BUFFALO: Seeks to Hire Hodgson Russ as Special Counsel ----------------------------------------------------------------- The Diocese of Buffalo, N.Y. seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Hodgson Russ LLP as its special counsel with respect to the Diocese's employee Pension Plans and Immigration Services. The Diocese sponsors and administers a Priests Retirement Plan, the Retirement Plan for Secular Priests of the Diocese of Buffalo, New York (the "Priest Plan"), a multi-employer, tax-qualified defined benefit pension plan covering all priests incardinated in the Diocese. The Diocese also contributes to a tax-qualified defined benefit pension plan for lay employees, the Diocese of Buffalo New York Retirement Plan (the "Lay Plan"). The Diocese also contributes to a defined contribution 403(b) plan for lay employees, the Diocese of Buffalo Defined Contribution Plan (the "403(b) Plan"). The Priest Plan, the Lay Plan, and the 403(b) Plan are collectively referred to as the "Pension Plans"). The Diocese sponsors and administers various welfare benefits plans providing benefit for priests and lay employees of the Diocese (the "Welfare Plans"). The Diocese also obtains legal services so that certain individuals who are not citizens of the United States (primarily priests) may legally accept employment with the Diocese through the issuance of proper visas or a grant of permanent residence ("green card") for the individual ("Immigration Services"). Hodgson Russ was retained by the Diocese many years ago to render legal services and advise the Diocese regarding its Pension Plans and Immigration Services. Hodgson Russ's services are not directly related to the reorganization of the Diocese, but Hodgson Russ believes that the maintenance of the Pension Plans and receipt of the Immigration Services are critical to procurement of needed legal services as well as preservation of positive morale and stability in the Diocese during this Chapter 11 Case. With respect to the services performed for the Lay Plan, Hodgson Russ will not seek to be paid from the Diocese's bankruptcy estate, rather, Hodgson Russ will seek to be paid and has, in fact, been paid directly from the assets held within the Trust established under the Lay Plan. Hodgson Russ does not hold any bias towards or against the Diocese's estate, according to court filings. The counsel can be reached through: Richard W. Kaiser, Esq. Hodgson Russ LLP The Guaranty Building 140 Pearl Street, Suite 100 Buffalo, NY 14202 Phone: (716) 856-4000 About The Diocese of Buffalo N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics over eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP is its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page https://case.stretto.com/dioceseofbuffalo/docket. The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 12, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC. DIOCESE OF SYRACUSE: Committee Taps Cushman as Property Appraiser ----------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 case of the Roman Catholic Diocese of Syracuse, New York seeks approval from the U.S. Bankruptcy Court for the Northern District of New York to retain Cushman & Wakefield, Inc., as its real property appraiser. Cushman & Wakefield will appraise the market value of the following properties: Parking Lot 245-251 East Onondaga Syracuse, NY Chancellery Office & Support Property 236-268 East Onondaga Syracuse, NY Parking Lot 272 East Onondaga Syracuse, NY Former Convent House 414-422 Montgomery Street Syracuse, NY Former Convent School 424-426 Montgomery Street Syracuse, NY Urban Church 170 Seymour Street Syracuse, NY The Newman Center at SUNY Binghamton 400 Murray Hill Road Vestal, NY Cushman will also appraise the market value of any additional real estate properties owned by the Debtor now or within the past 6 months that become known to the Committee. Cushman's standard hourly rates are: John R. Mako $500 Shawn M. Riley $250 Robert Dixon $200 Cushman is a "disinterested person" within the meaning of 11 U.S.C. 101(14), according to court filings. The firm can be reached through: John R. Mako Cushman & Wakefield, Inc. 5845 Widewaters Parkway, Suite 200 East Syracuse Syracuse, NY 13057 Phone: (315) 445-1030 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. DISCOVERY DAY: Unsecureds Will be Paid in Full ---------------------------------------------- Discovery Day Academy II, Inc., submitted a Disclosure Statement. The essential elements of the Plan include, among other things: (a) Monthly payments of $29,157.48 to Bank OZK ("OZK") paying down the secured claim of OZK for months 1-60 following the effective date at an accelerated rate. OZK will receive a balloon payment covering the remaining balance of OZK's secured claim occurring at the end of month 61. OZK will retain its lien on the Property until paid in full. The funding for these payments will consist of payments made from Discovery IV and Discovery Day Academy, Inc. (b) The SBA will receive monthly interest only payments of $4,481.92 to the SBA for the first sixty months of the Plan. Beginning in month 61, the reorganized debtor will begin making monthly payments to the SBA of $15,193.55 and continuing for 120 months thereafter, to pay the total amount of $1,602,120.83. At the end of month 181 of the Plan, the SBA shall receive an additional balloon payment in full and complete satisfactions of its Allowed Secured Claim. (c) Monthly payments to Unsecured Creditors beginning in year 3 of the Plan and continuing until Unsecured Creditors paid in full. The Debtor's ability to fund payments to unsecured creditors beginning in year three will come from the Debtor's related entities and guarantors, Discovery Day Academy Inc., and Discovery IV. (d) Upon successful completion of payments required under the Plan, the equity interests in the Reorganized Debtor shall vest in Elizabeth Basart. All Cash required for payments to be made under the Plan on and after the Effective Date shall be obtained from (i) Cash on hand; (ii) the collection of lease payments from Discovery IV; and (iii) Cash from Discovery Day Academy, Inc. in an amount as required under the Plan. A full-text copy of the Disclosure Statement dated October 12, 2020, is available at https://tinyurl.com/y444b8x9 from PacerMonitor.com at no charge. Counsel to the Debtor: Adam M. Gilbert Megan W. Murray Scott A. Underwood UNDERWOOD MURRAY PA 100 N Tampa St. Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 Email: sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com About Discovery Day Academy II Discovery Day Academy II Inc. is an independent private school located in Bonita Springs. Founded in 2006, Discovery Day Academy has developed The Discovery Method, a project-based learning model, with an emphasis on children ages two to eight years. Discovery Day Academy II filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-04183) on May 29, 2020. The petition was signed by Discovery Day President Elizabeth A. Garcia. At the time of the filing, the Debtor disclosed $5,500,000 and $6,050,389 in liabilities. Judge Caryl E. Delano oversees the case. The Debtor is represented by Michael R. Dal Lago, Esq., at Dal Lago Law. DMT SOLUTIONS: Moody's Affirms B2 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed DMT Solutions Global Corporation's B2 Corporate Family Rating and B2-PD Probability of Default Rating ("PDR"). Moody's also assigned a B2 rating to the new first lien credit facility. These rating actions follow the announcement that BlueCrest plans to acquire BCC Group Holdings, Inc. for roughly $210 million. The outlook remains stable. The affirmation of ratings reflects the increased scale and business diversity of BlueCrest following the acquisition of BCC Software. The transaction will expand the company's higher margin software business offerings and will generate additional recurring revenues; however, the acquisition will increase financial leverage. Moody's estimates that pro forma adjusted debt/EBITDA will peak at roughly 5x at year end 2020, up from 4 times for the period ending September 30, 2020. Moody's expects, however, that leverage will remain under 5 times as a result of mandatory debt amortization. Proceeds from the proposed $445 million credit facility, along with new sponsor equity, will be used to fund the acquisition, refinance the existing capital structure, as well as pay for fees and expenses. The rating on the existing term loan that will be repaid as a part of this transaction will be withdrawn upon repayment. Ratings also assume that final transaction documents will not be materially different from draft legal documentation reviewed by Moody's to date. Affirmations: -- Corporate Family Rating -- Affirmed B2 -- Probability of Default Rating -- Affirmed B2-PD Assignments: -- 1st lien senior secured term loan B -- Assigned B2 (LGD4) Outlook actions: -- Outlook - Remains stable RATINGS RATIONALE The B2 CFR reflects BlueCrest's small scale and challenged growth prospects that reflect the maturity of the mailing industry globally. Given the persistent declines in total mail volume in the US, Moody's expects modest earnings growth will result in pro forma debt/EBITDA to remain elevated at over 4.5 times over the next 12 months. The B2 CFR is supported by BlueCrest's leading position as a provider of mail inserting and sorting equipment, long standing customer relationships under multiyear contracts, diverse revenue base with no customer accounting for more than 4% of revenue, and recurring services revenue streams. Good client retention reflects BlueCrest's track record for dealing with regulations and complexity related to its core transactional mail operations. BlueCrest is committed to establishing and maintaining revenue growth across equipment, services, software, and supplies offerings; however, Moody's believe that achieving top-line growth could be challenging given persistent declines in total mail volume and transactional mail volume in the US and in most large non-US countries in which BlueCrest operates. In addition to social risks from the coronavirus outbreak, governance risk is another consideration given BlueCrest's ownership by a financial sponsor. Private equity ownership often leads to debt financed distributions or M&A to enhance equity returns. Lack of public financial disclosure and the absence of board independence are also incorporated in BlueCrest's credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that adjusted debt/EBITDA will remain elevated at over 4.5x. The stable outlook incorporates BlueCrest's good liquidity over the next 12 months supported by growing adjusted free cash flow due to the absence of significant one-time cash expenses that were previously required for the carve out from Pitney Bowes. Ratings could be upgraded if BlueCrest demonstrates stable revenues and term loan repayment leads to adjusted debt to EBITDA being sustained below 3.0 times. Liquidity would need to improve with adjusted free cash flow to debt in the high-single digit percentage range. Moody's would also need to be assured that BlueCrest will adhere to conservative financial policies. Ratings could be downgraded if topline performance for BlueCrest tracks below revenue trends for the industry. Ratings could also be downgraded if Moody's expects adjusted debt to EBITDA will be sustained above 5 times due to customer losses, debt financed acquisitions, or declining EBITDA margins. Deteriorating liquidity indicated by limited revolver availability or adjusted free cash flow to debt falling below 3% could also pressure ratings. As proposed, the new first term loan is expected to provide covenant flexibility for transactions that could adversely affect creditors including incremental facility capacity equal to (i) the greater of $75 million and (ii) 75% of Consolidated EBITDA, plus additional pari passu credit facilities so long as the first lien net leverage ratio does not exceed the consolidated first lien net leverage ratio (as defined) at closing. Additional debt is permitted for incremental facilities that are secured on a junior lien basis or are unsecured. Proposed terms related to the release of subsidiary guarantees and collateral leakage through transfers to unrestricted subsidiaries have not been disclosed. The summary term sheet indicates a 100% net asset sale prepayment requirement with a 12-month reinvestment window. DMT Solutions Global Corporation (dba BlueCrest), with headquarters in Danbury, CT, is a global provider of equipment and services related to mail inserting, parcel sorting, and printing. The company historically operated as a division of Pitney Bowes, Inc. and was acquired by Platinum Equity Capital Partners in mid-2018. Pro forma for the acquisition of BCC Software, BlueCrest generated approximately $460 million of net revenue for the last 12 months ended September 30, 2020. The principal methodology used in these ratings was Diversified Technology published in August 2018. DPW HOLDINGS: Signs Deal to Buy 9.9% Equity in Universal Security ----------------------------------------------------------------- DPW Holdings, Inc. has agreed to purchase 228,967 shares of Universal Security Instruments, Inc. beneficially owned by existing shareholders for a purchase price of $709,797. Upon closing of the purchase agreement, DPW would hold a 9.9% minority, non-controlling interest in Universal Security Instruments, a manufacturer and distributor of safety and security devices. The agreement to purchase the shares is expected to close by Jan. 11, 2021 and the Company is expected to file a Schedule 13D related to the agreement on Dec. 10, 2020. A copy of the agreement can be found at the following link: https://www.sec.gov/Archives/edgar/data/102109/000092189520003165/0000921895-20-003165-index.htm "We look forward to closing this transaction and believe there are opportunities for commercial and strategic alignment to create superior value for the Universal Security Instruments shareholders," said Milton "Todd" Ault, III, the Company's CEO and Chairman. About DPW Holdings DPW Holdings, Inc. -- http://www.DPWHoldings.com-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW's headquarters are located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings recorded a net loss available to common stockholders of $32.93 million for the year ended Dec. 31, 2019, compared to a net loss available to common stockholders of $32.34 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $43.64 million in total assets, $39.12 million in total liabilities, and $4.52 million in total stockholders' equity. Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the Company's auditor since 2012, issued a "going concern" qualification in its report dated May 29, 2020 citing that the Company has a working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DYNAMIC SPORTS: Seeks to Hire Fisher-Sandler LLC as Legal Counsel ----------------------------------------------------------------- Dynamic Sports Performance, LLC seeks authority from the Eastern District of Virginia to hire Nathan A. Fisher, Esq. and Fisher-Sandler, LLC as its legal counsel. Services Fisher-Sandler will render are: a) assist and advise the Debtor relative to the administration of this proceeding; b) represent the Debtor before the Bankruptcy Court and advise the Debtor on all pending litigations, hearings, motions, and of the decisions of the Bankruptcy Court; c) review and analyze all applications, orders, and motions filed with the bankruptcy Court by third parties in this proceeding and advise the Debtor thereon; d) attend all meetings conducted pursuant to section 341(a) of the Bankruptcy Code and represent the Debtor at all examinations; e) communicate with creditors and all other parties in interest; f) assist the Debtor in preparing all necessary applications, motions, orders, supporting positions taken by the Debtor, and preparing witnesses and review documents in this regard; g) confer with all other professionals, including any accountants and consultants retained by the Debtor and by any other party in interest; h) assist the Debtor in negotiations with creditors or third parties concerning the terms of any proposed plan of reorganization; i) prepare, draft and prosecute the plan of reorganization and disclosure statements; and j) assist the Debtor in performing such other services as may be in the interest of the Debtor and the Estate and performing all other legal services required by the Debtor. Mr. Fisher will charge $200 per hour for his services. Mr. Fisher assures the court that he represents no interest adverse to the estate regarding the matters upon which it is to be engaged, and is a "disinterested person" as such term is defined in Section 101(14) of the Bankruptcy Code, as modified by Section 1107(b). The firm can be reached through: Nathan Fisher, VSB Fisher-Sandler, LLC 3977 Chain Bridge Rd., #2 Fairfax, VA 22030 Phone: (703) 691-1642 About Dynamic Sports Performance, LLC Dynamic Sports Performance, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-12322) on Oct. 21, 2020, listing under $1 million in both assets and liabilities. Nathan Fisher, Esq. at Fisher-Sandler, LLC represents the Debtor as counsel. E. BYRON SLAUGHTER: Seeks to Tap Smith Conerly LLP as Counsel ------------------------------------------------------------- E. Byron Slaughter, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Smith Conerly LLP as its bankruptcy counsel. The Debtor requires the firm to: (a) assist the Debtor in preparing schedules of assets and liabilities and statement of financial affairs; (b) provide legal advice with respect to the Debtor's powers and duties as a debtor-in-possession in the continued operation of its business and management of its property; (c) prepare and file all necessary motions, notices, and other pleadings necessary to sell some or substantially all of the Debtor's assets; (d) attend meetings and negotiate with representatives of the Debtor's creditors and other parties-in-interest; (e) assist the Debtor in reviewing and maintaining its executory contracts and unexpired leases, and negotiating with parties thereto; (f) prepare and pursue approval of a disclosure statement and confirmation of a plan of reorganization (or liquidation); (g) prepare on behalf of the Debtor all necessary applications, motions, answers, orders, reports and other legal papers; (h) review the nature and validity of liens asserted against the Debtor's property and advising the Debtor concerning the enforceability of any liens; (i) appear in Court on behalf of the Debtor and protect the interests of the Debtor before the Court; (j) prosecute and defend litigation matters and such other matters that might arise during this Chapter 11 case; and (k) perform all other legal services for the Debtor which may be necessary and proper in these proceedings. The standard hourly rates for Smith Conerly's partners, associates, and paralegals that are likely to perform work in connection with this Chapter 11 case are as follows: Partners $350 Associates $285 Paralegals $95 In addition, Smith Conerly will receive reimbursement for reasonable and documented out-of-pocket expenses incurred in connection with the services rendered to the Debtor. As of the petition date, Smith Conerly holds a retainer in the amount of $20,000 in connection with the Debtor's Chapter 11 case. Such retainer and the filing fee in this case were paid to Smith Conerly by check from the Debtor's pre-petition operating bank account. J. Nevin Smith, a partner of the law firm of Smith Conerly LLP, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: J. Nevin Smith, Esq. SMITH CONERLY LLP 402 Newnan Street Carrollton, GA 30117 Telephone: (770) 834-1160 Facsimile: (770) 834-1190 E-mail: jsmith@smithconerly.com About E. Byron Slaughter E. Byron Slaughter, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-41391) on Aug. 31, 2020. The petition was signed by Edward Byron Slaughter, manager. At the time of filing, the Debtor disclosed $3,628,206 in assets and $2,849,068 in liabilities. Judge Barbara Ellis-Monro oversees the case. Smith Conerly LLP serves as the Debtor's legal counsel. EASTERN NIAGARA HOSPITAL: Wins March 5 Plan Exclusivity Extension ----------------------------------------------------------------- Chief Judge Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York extended the periods within which Eastern Niagara Hospital, Inc. has the exclusive right to file a Chapter 11 plan and disclosure statement through and including March 5, 2021, and to solicit acceptances such plan through and including May 4, 2021. Since the commencement of their case, the Debtor has made a number of initial steps along the path toward filing a Chapter 11 plan: (i) rejected various executory contracts which were burdensome to the estate and has assumed contracts that are beneficial to the estate; (ii) brought a motion to lift the automatic stay in connection with creditors who sought relief from the stay in its prior bankruptcy filing; (iii) resolved several additional motions for relief from stay; (iv) retained a broker to sell real property it is no longer operating; (v) obtained authority to sell a small parcel of real estate and has a motion pending for sale of other parcels of real estate; (vi) received a positive report from its patient care ombudsman; and (vii) remained current on the payment of all of its post-petition expenses. On July 10, 2020, interim orders were entered: (1) (A) prohibiting utility companies from altering, refusing or discontinuing services to and/or discriminating against the Debtor on account of the bankruptcy filing or any prepetition amounts due, (B) determining that the Debtor's utilities are adequately assured of future payment, (C) establishing procedures for objecting, and (D) establishing procedures for requesting additional assurance of payment; (2) permitting the Debtor to (I) continue to use existing cash management system, and (II) to maintain existing bank accounts and business forms (ECF #40); (3) (I) authorizing payment of wages, compensation, and employee benefits and (II) authorizing financial institutions to honor and process checks and transfers related to such obligations; and (4) authorizing the Debtor to pay prepetition amounts owing in respect of sales taxes, and final orders were entered on August 5, 2020, except the motion to approve the cash management system was entered on October 6, 2020. The Debtor continues to work on its operating projections with the assistance of Freed Maxick, LLP and has recently announced a joint proposal with Catholic Health System ("CHS") to refocus the delivery of healthcare in the Lockport area. Even with the Debtor's effort in developing and filing a plan, the Debtor must continue working on its business model with CHS and discussing its proposal with its secured lender and Creditors' Committee, before proposing a plan. With the extension, the Debtor intends to submit a Chapter 11 plan reflecting restructuring of services and a management services agreement with a local health care system. About Eastern Niagara Hospital Eastern Niagara Hospital, Inc. -- http://www.enhs.org/-- is a not-for-profit organization, focused on providing general medical and surgical services. It offers radiology, surgical services, rehabilitation services, cardiac services, respiratory therapy, obstetrics and women's health, emergency services, acute and intensive care, chemical dependency treatment, occupational medicine services, DOT medical exams, dialysis, laboratory services, child and adolescent psychiatry, and express care. Eastern Niagara Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.Y. Case No. 19-12342) on Nov. 7, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Carl L. Bucki presides over the case. The Debtor tapped Jeffrey Austin Dove, Esq., at Barclay Damon LLP, as its legal counsel. The U.S. Trustee for Region 2 appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Bond, Schoeneck & King, PLLC. Michele McKay was appointed as health care ombudsman in the Debtor's bankruptcy case. ECOARK HOLDINGS: Files Certificate of Withdrawal for Pref. Stock ---------------------------------------------------------------- Ecoark Holdings, Inc. filed with the Secretary of State of the State of Nevada a Certificate of Withdrawal for the Certificate of Designation of Preferences, Rights and Limitations of Series A-1 Preferred Stock, par value $0.001 per share. The Certificate of Withdrawal was effective upon filing with the Secretary of State on Dec. 1, 2020. At the effective time of the Certificate of Withdrawal, the previously-designated one share of Series A-1 Preferred Stock resumed the status of the Company's undesignated authorized preferred stock, par value $0.001per share. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, Ecoark is a diversified holding company. Ecoark Holdings has four wholly-owned subsidiaries: Ecoark, Inc., a Delaware corporation which is the parent of Zest Labs, Inc., 440IoT Inc., Banner Midstream Corp., and Trend Discovery Holdings Inc. Through its subsidiaries, the Company is engaged in three separate and distinct business segments: (i) technology; (ii) commodities; and (iii) financial. Ecoark reported a net loss of $12.14 million for the year ended March 31, 2020, compared to a net loss of $13.65 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $33.50 million in total assets, $15.71 million in total liabilities, and $17.79 million in total stockholders' equity. ED'S BEANS: Seeks to Hire Hill Barth and King as Accountant ----------------------------------------------------------- Ed's Beans, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Hill, Barth, and King, LLC as its accountant. The professional services that Hill Barth will render are: a. roll forward of new QuickBooks file; b. obtain QuickBooks license and bill monthly for said license; c. provide general assistance with Quickbooks bookkeeping questions; d. prepare federal and state tax returns; e. advice on income tax matters; f. assist with due diligence projects, including reporting and schedules on an as needed basis; and g. provide any other accounting services that become necessary in the Bankruptcy Case. Hill Barth's current hourly rates are: Associate $110 Senior Associate $140 Manager $200 Senior Manager $220 Senior Director $290 Principal $340 Hill Barth is a "disinterested" person as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Sean Kocan, CPA, CFE Hill, Barth, and King, LLC 310 Grant Street, Suite 1550 Pittsburgh, PA 15219 Tel: (412) 431-4460 Fax: (412) 431-4496 About Ed's Beans Inc. Ed's Beans, Inc., owner of Kiva Han Coffee and Crazy Mocha restaurants, sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 20-22974) on Oct. 19, 2020. The Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Crystal H. Thornton-Illar of Leech Tishman Fuscaldo & Lampl, LLC, is the Debtor's legal counsel. EMPIRE COMMUNITIES: S&P Assigns 'B-' ICR, Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Canadian homebuilder Empire Communities Corp. The outlook is stable. At the same time, S&P assigned its 'B-' issue-level rating and '4' recovery rating to the company's proposed senior unsecured notes. The stable outlook reflects S&P's expectation that the company will maintain leverage above 5x EBITDA but no higher than 7x through the end of 2021 as it increases its project pipeline over the next year. Empire has a smaller revenue base and fewer closings than other rated homebuilders. Empire is one of the smallest homebuilders S&P rates based on closings. Empire generated about C$828 million of homebuilding revenues in 2019 based on 456 closings in the U.S., 361 in Canada, and 1,022 condominium sales. Only two homebuilders rated, The New Home Company (B-/Stable/--) and Adams Homes Inc (B/Stable/--), generated lower homebuilding revenue than Empire. The company is currently in four of the top 10 U.S. markets but does not have a leading market position in any of them. However, Empire is the number one homebuilder in the outer Greater Golden Horseshoe (GGH) area of Ontario, Canada, and the fourth largest in the Greater Toronto area (GTA) and the inner GGH. As a small builder, it lacks economies of scale and management and might face challenges expanding the company while still maintaining cost controls and competitive levels of overhead. Empire has a limited presence in the U.S., focusing on entry-level and move-up buyers. Empire is moderately diversified, with a presence in the U.S. (31% of 2019 sales) and Canada (69% of 2019 sales). Within the U.S., it operates in Houston, Austin, San Antonio, and Atlanta. In Canada, it has a presence in the GGH and the GTA. These are fewer areas than its rated peers. The company has some product diversification versus "pure play" single-family homebuilders because it develops lots for single-family construction, builds single-family attached and detached homes for sale, and develops urban high-rise towers with condominium units with a buyer type primarily catering to entry level and move up. The company recently established a residential rental division to further diversify its asset and customer base. The company's "land-long" strategy can be capital intensive with land price volatility. Empire operates largely on a "land-long" strategy and develops land internally. S&P estimates its supply of lots is in excess of seven years. Part of this strategy is due to its Canadian low-rise business, which is subject to highly restrictive land use policies with typical entitlement timelines of five to seven years or longer. This "land-long" strategy returns better margins and reduces the risk of revenue being constrained by limited land supply. Still, it is relatively capital intensive and exposes the company to land price volatility. However, due to the shortage of supply in Ontario, there is typically significant price appreciation on the land by the time the entitlement process is complete. Empire expects to expand its business mostly through acquisitions. Empire has been making progress toward expanding its U.S. business, acquiring companies in Texas and Atlanta. And S&P expects the company to continue to improve its scale by acquiring and investing in new markets while maintaining a proper balance between its growth strategy and optimizing its leverage levels. S&P said, "We estimate the company will spend at least $200 million next year on acquisitions in addition to the organic growth of its business, which will be evident in its use of working capital. Consequently, we expect negative free cash flows in 2021 before acquisitions. To offset this cash burn, the company will need to increase its debt levels to fund its growth because we assume at least $500 million of additional debt needed over the next 12-18 months." The challenge facing the company will be to increase EBITDA fast enough to keep already high leverage levels from becoming unsustainable. S&P said, "The stable outlook on Empire reflects our expectation that the company will continue to increase its sales volume and successfully deliver on its planned projects over the next year, leading to leverage up to but not much higher than 7x by the end of 2021. We expect investment activity to occur while liquidity remains adequate." "We could lower the rating over the next 12 months if Empire's acquisitive strategy yielded insufficient returns to support a sustainable capital structure. This would be evidenced by leverage approaching or exceeding 10x because EBITDA does not grow as quickly as we currently anticipate. We could also lower the rating if adverse market conditions or significant operational issues caused EBITDA interest coverage to be less than 1x." "We could take a positive rating action over the next 12 months if home closing volumes outperformed our forecast, leading to EBITDA growth that drives leverage below 5x. This could occur if operational improvements resulted in a more than 300-basis-point improvement in gross margins." ERNEST VICKNAIR: Agent's $33K Sale of St Francisville Property OK'd ------------------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Eastern District of Louisiana authorized Patrick J. Gros, the Disbursing Agent of Ernest A. Vicknair, Jr., to sell the real property described as Lot 29 of Laurel Hill Village, The Bluffs with municipal address 14348 Sunrise Way, St. Francisville, Louisiana to Jenni Peters for $33,000. The results of auction conducted pursuant to the Auction Order and concluded on Dec. 2, 2020 are approved. The Buyer is recognized as the Successful Bidder with a winning bid of $33,000 and Scott Elstrott is recognized as the Backup Bidder with the next highest bid of $32,000. The Disbursing Agent is authorized to sell to the Buyer or her designee(s), all interests of the Debtor in Lot 29 for the agreed purchase price. If the Successful Bidder fails to close on the sale of Lot 29, then the Backup Bidder will be designated as the Purchaser and the Disbursing Agent is authorized to sell Lot 29 for the amount of the Backup Bid. The sale is free and clear of all liens, claims, or interests, with the liens, claims, or interests being referred and attaching to the proceeds of the sale. On the closing of the Sale, all liens, claims, or interests are unconditionally released as to Lot 29, but not from the proceeds of the Sale, and the Clerk of Court for West Feliciana Parish is authorized to cancel from the public record all such liens, claims, and interests but only as to the Debtor's interest in Lot 29. The payment from the proceeds of usual and customary closing costs necessary to conclude the sale of Lot 29 as well as the advertising and promotional costs of $1,950 incurred by Gilmore Auction are approved. The payment of the 10% buyer's premium to Gilmore Auction is also approved. The Disbursing Agent is authorized to receive and retain the net proceeds of the Sale of Lot 29 for distribution pursuant to the terms of the Plan. The Lot 29 is being sold, transferred, and delivered to the Purchaser on an "as is, where is" basis without warranties. The counsel for the Disbursing Agent will serve the Order on the required parties who will not receive notice through the ECF system pursuant to the Federal Rules of Bankruptcy Procedure and the Local Rules and file a Certificate of Service to that effect within three days. About the Debtor Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm, LLC, as counsel. On April 9, 2018, the Court confirmed the Debtor's Plan of Reorganization as of Dec. 4, 2017 with Immaterial Modifications as of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the Disbursing Agent. On June 21, 2018, the Court appointed Tiffany Mohre and Kathy Neugent as realtors. ERNEST VICKNAIR: Disbursing Agent Selling St. Francisville Property ------------------------------------------------------------------- Patrick J. Gros, the Disbursing Agent of Ernest A. Vicknair, Jr., asks the U.S. Bankruptcy Court for the Eastern District of Louisiana for final approval of the sale of the real property described as Lot 29 of Laurel Hill Village, The Bluffs with municipal address 14348 Sunrise Way, St. Francisville, Louisiana to Jenni Peters for $33,000. The auction, conducted by Gilmore Auction & Realty Co., was concluded on Dec. 2, 2020. The Auction involved a total of eight registered bidders, of which seven bidders submitted a total of 27 bids during the auction with a starting bid of $5,000. At the conclusion of the Auction, the Buyer was determined to have submitted the highest bid for the Property at $33,000 and to be the Successful Bidder. Scott Elstrott submitted the next highest bid for the Property at $32,000 and is the Backup Bidder. The Disbursing Agent asks entry of an Order of the Court granting the following relief: a. approving the results of the Auction and authorizing the Disbursing Agent to sell the Property free and clear of all claims and interests to the Successful Bidder for the Successful Bid, or to the Backup Bidder for the Backup Bid in the event that the Successful Bidder fails to close the sale of the Property; b. authorizing and approving the payment from the proceeds of the Sale the advertising and promotional costs incurred by Gilmore Auction of $1,950 and the usual and customary closing costs necessary to conclude the closing of the sale of the Property; c. authorizing the payment of the Auctioneer's Fee to Gilmore Auction from the 10% buyer's premium; d. authorizing the Disbursing Agent to hold the net proceeds of the sale of the Property, after payment of the usual and customary closing costs and $1,950 to Gilmore Auction for advertising and promotional costs, for distribution pursuant to the applicable provisions of the Plan. About the Debtor Ernest A. Vicknair, Jr., sought Chapter 11 protection (Bankr. E.D. La. Case No. 17-11059) on April 27, 2017. The Debtor tapped Eric J. Derbes, Esq., at The Derbes Law Firm, LLC, as counsel. On April 9, 2018, the Court confirmed the Debtor's Plan of Reorganization as of Dec. 4, 2017 with Immaterial Modifications as of Feb. 28, 2018, recognizing and appointing Patrick J. Gros as the Disbursing Agent. On June 21, 2018, the Court appointed Tiffany Mohre and Kathy Neugent as realtors. ESPORTS USA: Seeks to Hire Whitley LLP as Securities Counsel ------------------------------------------------------------ Esports USA Holdings, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Whitley LLP Attorneys at Law as securities counsel. The professional services to be rendered by the firm include reviewing Debtor's post-petition financing plan outlined in the motion and testifying to the court that said plan is in compliance with Texas and federal securities law. The hourly rates of the firm's attorneys and professionals are: Partner $450 Associate Attorney $200 Law clerk $50 Paralegal $100 Secretary $35 The firm received a retainer in the amount of $2,000 for use in this chapter 11 case. Samuel E. Whitley, an attorney and president of Whitley LLP Attorneys at Law, 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: Samuel E. Whitley, Esq. WHITLEY LLP ATTORNEYS AT LAW 11757 Katy Freeway, Suite 1300 Houston, TX 77079 Telephone: (281) 206-0434 Facsimile: (866) 512-7794 E-mail: swhitley@whitley-llp.com About Esports USA Holdings ESports USA Holdings, Inc., owns and operates Valhalla Esports Lounge, an esports bar and restaurant in Austin, Texas. On Oct. 14, 2020, ESports USA Holdings sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-11125). The Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Tony M. Davis is the case judge. The Debtor tapped Barron & Newburger, P.C., led by Stephen W. Sather, Esq., as bankruptcy counsel and Whitley LLP Attorneys at Law as securities counsel. EYEPOINT PHARMACEUTICALS: Stockholders Approve Reverse Stock Split ------------------------------------------------------------------ EyePoint Pharmaceuticals, Inc. held a special meeting of stockholders on Dec. 1, 2020 via live webcast, at which the stockholders: (a) approved an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's Common Stock at a ratio in the range of 1:10 to 1:25, as determined by the Company's Board of Directors, and with such reverse stock split to be effected at such time and date, if at all, as determined by the Board in its sole discretion; and (b) approved the adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes to approve the Reverse Stock Split Proposal. Adjournment of the Special Meeting was not necessary or appropriate because there were sufficient votes in favor of the Reverse Stock Split Proposal. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com/-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company currently has two commercial products: DEXYCU, the first approved intraocular product for the treatment of postoperative inflammation, and YUTIQ, a three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. Eyepoint reported a net loss of $56.79 million for the year ended Dec. 31, 2019. For the six months ended Dec. 31, 2018, the Company reported a net loss of $44.72 million. As of Sept. 30, 2020, the Company had $76.79 million in total assets, $69.19 million in total liabilities, and $7.59 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" qualification in its report dated March 13, 2020, citing that the combination of the Company's limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. F&O SCARSDALE: Court Extends Plan Exclusivity Until Feb. 27 ----------------------------------------------------------- At the behest of F&O Scarsdale LLC and its affiliates, Judge Sean H. Lane extended the periods within which the Debtors have the exclusive right to file a plan of reorganization through and including February 27, 2021, and to solicit acceptances of the plan to April 28, 2021. As the Court is aware, the Debtors' Chapter 11 filings were hastened, in part, by the COVID-19 crisis plaguing, among others, the restaurant industry, where the biggest cities like New York and Los Angeles were and have been hit especially hard, leading to ongoing restrictions on use and operation of the Debtors' restaurants. At the onset of the Chapter 11 cases, the Debtors sought (1) to reject their most burdensome and least profitable or valuable leases and (b) to excuse their strict performance of rent obligations on their remaining leases under Section 365(d)(3) of the Bankruptcy Code. The Debtors said their efforts have already resulted in both minimizing losses and restructuring several of the Debtors' leases with a view towards reorganization under Chapter 11. "When the Bar Date of September 21, 2020, passed, we continued reviewing and analyzing some of the material disputed claims that have been filed and will need to be resolved in the Chapter 11 process," the Debtors said. The Debtors cited these reasons for extension of the Exclusive Periods: (i) the Debtors are well underway with making business decisions on the various restaurant leases yet needs an additional reasonable amount of time to conclude same; (ii) the Debtors have just commenced the claims review process and need additional time to evaluate and, if necessary, adjudicate or resolve certain disputed claims; (iii) the Debtors are still formulating a going-forward business plan, complicated by the uncertainties caused by the continuing COVID-19 crisis; and (iv) the Debtors still need to negotiate funding of a plan with either their DIP lender or another strategic party. The Debtors require additional time to formulate and promulgate such a business plan and plan of reorganization. About F&O Scarsdale F&O Scarsdale LLC and its affiliates own and operate 10 restaurants under the tradename Fig & Olive located throughout the New York City, DC, Chicago, Houston, and Los Angeles areas. On July 3, 2020, F&O Scarsdale and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22808). Judge Sean H. Lane oversees the case. The Debtors have tapped Davidoff Hutcher & Citron, LLP as their legal counsel and CohnReznick, LLP as their financial advisor and accountant. FLORIDA HOMESITE: Seeks Approval to Hire Susan D. Lasky as Counsel ------------------------------------------------------------------ Florida Homesite Developers, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Susan D. Lasky, Esq., an attorney practicing in Florida, as its counsel. Ms. Lasky will render these legal services to the Debtor: (a) give advice to the Debtor with respect to its powers and duties as Debtor-In-Possession and the continued management of its financial affairs; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; (e) represent the Debtor in negotiation with its creditors in the preparation of a Plan. Ms. Lasky has agreed to perform said services at the reduced hourly rate of $400 per hour for attorney fees and $200 per hour for paralegal services. Prior to filing the Chapter 11 case, the Debtor agreed to the payment of fees in the amount of $2,500 for pre filing meetings and schedule preparation, as well as payment of the filing fee of $1,717. In addition to the foregoing, the Debtor has agreed to pay up to $1,500 each month to be held in trust and applied to post petition services with any unawarded balance to be held for confirmation. Ms. Lasky disclosed in court filings that she is a "disinterested person" as defined within Section 101(14) of the Bankruptcy Code. The attorney holds office at: Susan D Lasky, Esq. 320 S.E. 18 St. Ft. Lauderdale, Fl 33316 Telephone: (954) 400-7474 Facsimile: (954) 206-0628 E-mail: Sue@SueLasky.com About Florida Homesite Developers Florida Homesite Developers, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20890) on Oct. 5, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Mindy A. Mora oversees the case. Susan D. Lasky, Esq., serves as Debtor's legal counsel. FLORIDA HOMESITE: Seeks to Tap Claude Boring as Real Estate Broker ------------------------------------------------------------------ Florida Homesite Developers, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Re/Max Realty Plus as real estate broker. The Debtor desires to hire the broker to market its property located at 1200 Stoneridge Circle Sebring, Florida. The Debtor intends to sell the real property as the basis for a plan of reorganization. The broker will perform the marketing services in consideration of a commission of 6 percent of the total purchase price or 10 percent of the consideration paid for an option, at the time the option is created. If the option is exercised, Mr. Boring will receive his 6 percent commission less the amount received for the option. Claude D. Boring, owner at Re/Max Realty Plus, disclosed in court filings that he does not hold any interest adverse to the Debtor's estate, and that his firm and its agents are "disinterested persons" as defined within Section 101(14) of the Bankruptcy Code. The broker can be reached at: Claude D. Boring RE/MAX REALTY PLUS 809 US 27 South Sebring, FL 33870 Telephone: (863) 385-0077 About Florida Homesite Developers Florida Homesite Developers, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20890) on Oct. 5, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Mindy A. Mora oversees the case. Susan D. Lasky, Esq., serves as Debtor's legal counsel. FLORIDA QUALITY: Gets OK to Hire Dinnall Fyne & Co. as Accountant ----------------------------------------------------------------- Florida Quality Roofing, Inc. received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Dinnall Fyne & Company Inc. as its accountant. The Debtor desires to employ the firm as its accountant to assist the Debtor with performing its duties pursuant to the U.S. Trustee's Operating Guidelines and Reporting Requirements, assist the Debtor with the required monthly operating reports, with the Debtor's projections for its Chapter 11 Plan of Reorganization, and in the preparation and filing of any required tax returns or amended tax returns, and provide tax advice to the Debtor. The Debtor agrees to pay the firm pursuant to a general retainer. Alan Fyne, a partner in Dinnall Fyne & Company Inc., disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Alan Fyne DINNALL FYNE & COMPANY INC. 1515 N. University Drive, Ste. 114 Coral Springs, FL 33071 About Florida Quality Roofing Florida Quality Roofing, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21477) on Oct. 20, 2020, listing under $1 million in both assets and liabilities. Zach B. Shelomith, Esq. at Leiderman Shelomith Alexander + Somodevilla, PLLC serves as the Debtor's counsel. FLUSHING LANDMARK: Seeks to Hire Rosen & Kantrow as Attorney ------------------------------------------------------------ Flushing Landmark Realty LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire Rosen & Kantrow, PLLC as its attorneys. Rosen & Kantrow will advise the Debtor of the rights and duties of a debtor-in-possession, oversee preparation of necessary reports to the courts or creditors, conduct all appropriate investigation or litigation and perform any other necessary duty in aid of the administration of the estate. Rosen & Kantrow's current billing rates are: Associates $375 - $495 Partners $575 - $595 Rosen & Kantrow is a "disinterested person" as that term is defined in Bankruptcy Code Section 101(14), according to court filings. The firm can be reached thopugh: Fred S. Kantrow, Esq. Nico G. Pizzo, Esq. Rosen & Kantrow, PLLC 38 New Street Huntington, NY 11743 Phone: (631) 423-8527 About Flushing Landmark Realty LLC Flushing Landmark Realty LLC is primarily engaged in renting and leasing real estate properties. The Company is the owner of fee simple title to a commercial building located at 41-60 Main Street, Flushing, New York. Flushing Landmark Realty LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D.NY. Case No. 20-73302) on Oct. 30, 2020. In the petition signed by Myint J. Kyaw, principal, the Debtor estimated $353,831 in total assets and $97,476,811 in total liabilities. Fred S. Kantrow, Esq. at ROSEN & KANTROW, PLLC represents the Debtor as counsel. FLUSHING LANDMARK: Seeks to Hire Victoria Realty as Managing Agent ------------------------------------------------------------------ Flushing Landmark Realty LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of New York to hire Victoria Realty Group, LLC as its managing agent. Victoria Realty Group is to provide property management and leasing for the property located at 41-60 Main Street, Flushing, New York. Victoria Realty Group shall serve as the property manager to provide services such as maintaining the rental units (upkeep and repairs); reviewing documents necessary to the rental of the units, if and when necessary; fielding telephone calls from individual renters in connection with the units; sending invoices; reviewing payments and the like. Compensation for Victoria Realty Group is at 4 percent of the gross rents collected per month at the end of such monthly period. The agent can be reached through: Angela Lam Victoria Realty Group, LLC 133‐38 Sanford Avenue, PH B Flushing, NY 11355 Phone: (718) 321-7988 Fax: (718) 321-0688 About Flushing Landmark Realty LLC Flushing Landmark Realty LLC is primarily engaged in renting and leasing real estate properties. The Company is the owner of fee simple title to a commercial building located at 41-60 Main Street, Flushing, New York. Flushing Landmark Realty LLC filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. E.D.NY. Case No. 20-73302) on Oct. 30, 2020. In the petition signed by Myint J. Kyaw, principal, the Debtor estimated $353,831 in total assets and $97,476,811 in total liabilities. Fred S. Kantrow, Esq. at ROSEN & KANTROW, PLLC represents the Debtor as counsel. FOREST LEAF: Seeks to Hire Rachel S. Blumenfeld as Legal Counsel ---------------------------------------------------------------- Forest Leaf LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ The Law Office of Rachel S. Blumenfeld PLLC as its legal counsel. The firm will render these legal services to the Debtor: (a) give advice to the Debtor with respect to its powers and duties as Debtor-in-Possession and the continued management of its property and affairs. (b) negotiate with creditors of the Debtor and work out a plan of reorganization and take the necessary legal steps in order to effectuate such a plan; (c) prepare on behalf of the Debtor all necessary schedules, application, motions, answers, orders, reports, and other legal papers required for the Debtor that seek protection from its creditors under Chapter 11 of the Bankruptcy Code; (d) appear before the Bankruptcy Court to protect the interest of the Debtor and to represent the Debtor in all matters pending before the Court; (e) represent the Debtor, if need be, in connection with obtaining post-petition financing; (f) take any necessary action to obtain approval of a disclosure statement and confirmation of a plan of reorganization; and (g) perform all other legal services of the Debtor which may be necessary for the preservation of the Debtor's estate and to promote the best interest of the Debtor, its creditors and its estate. The law firm's hourly rates for matters relating to the Chapter 11 proceeding are: Rachel S. Blumenfeld $450 Of Counsel $450 Paraprofessional $150 On or about November 8, 2020, the law firm received a retainer payment in the sum of $10,000, plus the filing fee of $1,717, from Shahram Lavian, the Debtor's managing member. Rachel S. Blumenfeld, Esq., a member of The Law Office of Rachel S. Blumenfeld PLLC, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFIELD PLLC 26 Court St. Suite 2220 Brooklyn, NY 11242 Telephone: (718) 858-9600 Facsimile: (718) 858-9601 E-mail: rblmnf@aol.com About Forest Leaf LLC Forest Leaf LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-43935) on November 8, 2020, listing under $1 million in both assets and liabilities. The Hon. Nancy Hershey Lord oversees the case. The Debtor is represented by The Law Office of Rachel S. Blumenfeld PLLC. FRANCESCA'S HOLDINGS: Closes 2 Stores in New Orleans ---------------------------------------------------- Drew Broach of Nola.com reports that clothing retailer Francesca's has closed 2 stores in New Orleans while it opted to remain open their stores in Louisiana. Francesca's has closed its Uptown and Canal Place stores in New Orleans, part of a bankruptcy plan by the women's boutique to shutter 137 U.S. locations. Other Louisiana stores in the Houston-based retail chain remain open, according to its website, in: * Baton Rouge - at Mall of Louisiana and Perkins Rowe * Lafayette - Acadiana Mall * Metairie - Lakeside Shopping Center * Slidell - Fremaux Town Center. The Uptown store was at 3333 Magazine St., the other New Orleans location in Canal Place at 365 Canal St. Francesca's Holdings Corp. filed for reorganization on Thursday in federal court in Wilmington, Del., under Chapter 11 of the U.S. Bankruptcy Code. It listed assets of $2.6 million and debts of $2.9 million. The company said it is closing 137 of its 558 stories, renegotiating leases and might close more. It said it has a letter of intent from a buyer to acquire the chain. Bids are likely to due by Jan. 13, 2021 with a structured auction soon afterward and sale by Jan. 20, 2021, according to The Dallas Morning News. About Francesca's Holdings Corp. Francesca's Holdings Corporation -- http://www.francescas.com/-- is a specialty retailer which operates a nationwide-chain of boutiques providing customers a unique, fun and personalized shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry, accessories and gifts. Today, francesca's operates approximately 702 boutiques in 47 states and the District of Columbia and also serves its customers through http://www.francescas.com/ Francesca's reported a net loss of $25.02 million for the fiscal year ended Feb. 1, 2020, compared to a net loss of $40.94 million for the fiscal year ended Feb. 2, 2019. Ernst & Young LLP, in Houston, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated May 1, 2020, citing that the COVID-19 pandemic has caused a material adverse effect on the Company's sales, results of operations, and cash flows, and the Company has stated that substantial doubt exists about its ability to continue as a going concern. FRANCESCA'S HOLDINGS: Sets Bidding Procedures for All Assets ------------------------------------------------------------ Francesca's Holdings 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 assets to TerraMar Capital, LLC for approximately $23 million, subject to adjustments, subject to overbid. The Debtors retained FTI Capital Advisors, LLC in August to assist with the evaluation and pursuit of available strategic alternatives. They evaluated various alternatives to improve the Debtors' liquidity and financial position. Once it became apparent that additional financing sources might not be available and sufficient to meet the Debtors' needs, FTI's role was expanded in September to include coordinating a marketing process for a sale of all or a portion of the Debtors' business. As of Dec. 3, 2020, the Debtors had received three non-binding letters of intent outlining the terms of a stalking horse bid for the Debtors' Assets as a going concern. On Dec. 3, 2020, prior to the commencement of these chapter 11 cases, the Debtors' board of directors authorized them to enter into the letter of intent dated Dec. 3, 2020 between FHC and the Stalking Horse Bidder with the Stalking Horse Bidder, which outlines the terms on which the Stalking Horse Bidder will acquire the Debtors' Assets. The Stalking Horse LOI contemplates execution of an asset purchase agreement acceptable to the Debtors and the Stalking Horse Bidder within 10 days of the Petition Date, which would supersede the Stalking Horse LOI in all respects. Additionally, if executed the Stalking Horse Agreement will provide the Stalking Horse bidder with certain customary Stalking Horse Bid Protections if the Stalking Horse Bidder is ultimately not the successful purchaser of the Debtors' Assets. The Debtors will file a copy of the Stalking Horse Agreement in advance of the Bid Procedures Hearing. As the Debtors move forward with implementing the procedures outlined in the Motion, the Debtors will continue to market and solicit offers for the Assets to a wide range of potential purchasers and will work diligently with all parties that have expressed an interest in their Assets. In that way, they intend to maximize the number of participants in the sale process. Given the Debtors' extensive prepetition marketing efforts, the proposed timeline is more than sufficient to complete a fair and open sale process that will maximize the value received for the Assets. Moreover, the sale timeline outlined below was extensively negotiated with the DIP Lender and the DIP Agent, who made clear that an expedited process was an essential condition to their agreement to continue to fund the Debtors' ongoing operations and allow the Debtors access to cash collateral. The Debtors are also confident that the proposed timeline will provide both Interested Parties with sufficient time to complete due diligence and engage with the Debtors on a possible bid, particularly since the majority of the Interested Parties have been in contact with FTI for several weeks. By the Motion, the Debtors ask authority to, among other things, provide the Stalking Horse Bidder with standard stalking horse bid protections in the Stalking Horse Agreement, in particular the payment of (i) a break-up fee in the amount of $693,000 (which represents 3% of the aggregate consideration proposed to be paid under the Stalking Horse LOI); and (ii) reimbursement of the Stalking Horse Bidder's expenses incurred in connection with the Stalking Horse Agreement, and the due diligence performed by the Stalking Horse Bidder, which collectively will not exceed $350,000. The salient terms of the Stalking Horse Bid are: a. The Purchased Assets will include substantially all of the Debtors' assets, including purchased Avoidance Actions. b. The Purchase Price will be comprised of (a) $17 million in cash which will be (i) reduced by the Seller Cure Cost esponsibility and (ii) adjusted downward by a working capital adjustment mechanism to be agreed; plus (b) the assumption of (i) gift card liabilities in an amount not to exceed $3.123 million and (ii) payroll taxes deferred through December 2020 under the CARES Act up to $3 million. For the avoidance of doubt, before any adjustments, the Purchase Price will be $23.123 million. c. Break Up Fee: $693,000 d. Expense Reimbursement: Capped at $350,000 e. The Debtors and the Stalking Horse Bidder are currently negotiating the amount of the good faith deposit that will be required to be paid under the Stalking Horse Agreement. f. The Bidding Procedures do not ask to disallow or affect in any manner credit bidding pursuant to section 363(k) of the Bankruptcy Code. The negotiations between the Debtors and the Stalking Horse Bidder are still ongoing and, therefore, the summary does not include certain of the terms of the Stalking Horse Agreement that are to be disclosed in accordance with Local Rule 6004-1. Upon execution of the Stalking Horse Agreement, the Debtors will file a copy of the Stalking Horse Agreement with the Court and supplement the summary of the material terms. The Bidding Procedures are designed to promote a competitive, fair, and expedient sale process that seeks to maximize the value of the Debtors' estates. The salient terms of the Bidding Procedures are: a. Bid Deadline: Jan. 13, 2021 at 5:00 p.m. (ET) b. Initial Bid: An amount of $250,000 over and above the aggregate of the Stalking Horse Purchase Price and the Stalking Horse Bid Protections c. Deposit: TBD d. Auction: In the event the Debtors receive, on or before the Bid Deadline, one or more Qualified Bids in addition to the Stalking Horse Bid, an Auction will be conducted at 10:00 a.m. (ET) on Jan. 15, 2021 virtually through Zoom, GoToMeeting, WebEx or similar platform that allows parties to participate remotely, or such other date, time or location as the Debtors will notify all Qualified Bidders (including the Stalking Horse Bidder). e. Bid Increments: $100,000 f. Sale Hearing: Jan. 19, 2021 at (TBD) (ET) g. Closing: Jan. 20, 2021 The Debtors propose a date for the hearing to consider approval of the Bidding Procedures and entry of the Bidding Procedures Order that allows for regular notice before the holidays, subject to the Court's availability. Within two Business Days after entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon the Sale Notice Parties. Within five business days of entry of the Bidding Procedures Order, or as soon as practicable thereafter, the Debtors will publish the Sale Notice once in the National Edition of the USA Today and, to the extent the Debtors deem appropriate, in any other local or regional publications. The Debtors, in consultation with the Consultation Parties, will make a determination regarding which Bids qualify as a Qualified Bid and will notify Potential Bidders whether they have been selected as Qualified Bidders by no later than Jan. 14, at 4:00 p.m. (ET). At least one business day prior to the Auction, the Debtors will provide all Qualified Bidders with one copy of the Qualified Bid that the Debtors, in consultation with the Consultation Parties, believe is the highest or otherwise best offer for the Assets. If an Auction is held, promptly following the selection of the Successful Bid(s) and Back-Up Bid(s), if any, the Debtors will file the Notice of Auction Result, with the Court and cause the Notice of Auction Results to be published on the Case Information Website. In connection with the Sale, the Debtors anticipate that they will assume and assign to the Successful Bidder (or its designated assignee(s)) certain of the Contracts and Leases set forth on the schedule of assumed contracts, as they may be modified or supplemented, pursuant to section 365(b) of the Bankruptcy Code. Accordingly, the Debtors ask approval of the proposed Assumption and Assignment Procedures. As soon as reasonably practicable, the Debtors will file with the Court, and cause to be published on the Case Information Website, the Potential Assumption and Assignment Notice. The Assumption and Assignment Objection Deadline is 4:00 p.m. (ET) 14 days after filing and service of the Potential Assumption and Assignment Notice. A strong business justification exists for the sale of the Assets. An orderly and expeditious sale of the Assets is critical to maximizing the value of the Debtors' estates and recoveries for their economic stakeholders. They ask that the Court authorizes the sale of the Assets free and clear of any liens, claims, interests and encumbrances, with such liens, claims, interests and encumbrances attaching to the proceed thereof. Finally, the Debtors ask that any Sale Order approving the sale of the Assets and the assumption and assignment of the Contracts and Leases be effective immediately upon entry of such order and that the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) be waived. A copy of the Bidding Procedures is available at https://tinyurl.com/y42csf4n from PacerMonitor.com free of charge. Proposed counsel for Debtors: Mark D. Collins, Esq. Michael J. Merchant, Esq. Jason M. Madron, Esq. Sarah E. Silveira, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 - and - Maria DiConza, Esq. Joseph Zujkowski, Esq. Diana M. Perez, Esq. O'MELVENY & MYERS LLP Times Square Tower Seven Times Square New York, NY 10036 Telephone: (212) 326-2000 Facsimile: (212) 326-2061 About Francesca's Holdings Corp. Francesca's Holdings Corp. 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. Francesca's Holdings Corp. sought Chapter 11 protection (Bankr. D. Del. Case No. 20-13076 (BLS)). GALILEO LEARNING: Unsecureds to be Paid in Full by 2026 ------------------------------------------------------- Debtor Galileo Learning, LLC, filed a First Amended Plan of Reorganization and a corresponding Disclosure Statement on Dec. 2, 2020. For Galileo and its customers, the COVID-19 pandemic could not have been more badly timed. Regrettably, at the time of cancellation of the 2020 camp season, in accordance with its customary and time-proven business plan, Galileo had spent a large percentage of the collected tuition on wages for approximately 140 employees, rent for two offices and a large, 32,000 square foot warehouse, educational supplies and equipment, and other items that would be distributed to campers or otherwise used during the anticipated Summer programs. As a result of the truncated business season and, in particular, the timing of the arrival of the COVID-19 pandemic, Galileo could not provide full refunds to its Customer/Creditors. Indeed, the payment of even large-percentage, partial refunds to Customer/Creditors would have driven Galileo out of business. Class 3 Unsecured Claims of Critical Vendors will be impaired under the Plan. The Holders of Allowed Unsecured Claims of Critical Vendors will be paid in full within 120 days following the Effective Date. Class 4 Claim of CBC related to the PPP Loan is impaired under the Plan. The PPP Loan, which was in the amount of $2,539,805 and was, under the express terms of the applicable agreements and regulations, to be largely forgiven, will be forgiven in its entirety under the Plan. Class 8 General Unsecured Claims are impaired under the Plan. These Claims will be paid in full under the Plan as follows: (a) post-petition, pre-Effective Date interest shall accrue on these Claims at the federal judgment rate; (b) interest on these Claims will accrue at the rate of 5 percent per annum commencing upon the Effective Date; (c) Holders of Allowed General Unsecured Claims in this class will receive payment in full in two annual installments (d) the first installment payment, equal to 50 percent of the Allowed Amount of such Claims, will be made on May 1, 2025; and (e) the second installment payment, equal to 50% of the Allowed Amount of such Claims, plus all accrued interest, will be made on May 1, 2026. If, on May 1, 2024, those Holders of Class 5 Claims that have elected to receive cash in settlement of their claims have received seventy-five percent (75%) or more of the full amount to which they are entitled under the Plan, the Debtor may, in its sole discretion, advance each of the two installment payments to Class 8 Creditors by one year. A full-text copy of the Disclosure Statement dated December 2, 2020, is available at https://tinyurl.com/yxjdka5l from PacerMonitor.com at no charge. Attorneys for Debtors: NEAL L. WOLF ANTHONY J. DUTRA HANSON BRIDGETT LLP 425 Market Street, 26th Floor San Francisco, California 94105 Telephone: (415) 995-5015 Facsimile: (415) 541-9366 E-mail: nwolf@hansonbridgett.com adutra@hansonbridgett.com About Galileo Learning Galileo Learning, LLC operates innovative and educational summer camps for pre-kindergarteners through 10th graders. In its 18 years of operation, Galileo Learning has invested more than $10 million in the development of more than 2,500 hours of unique curriculum offerings. Galileo Learning and its wholly-owned subsidiary, Galileo Learning Franchising LLC, sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 20-40857) on May 6, 2020. The petitions were signed by Glen Tripp, chief executive officer of Galileo Learning and sole member of Galileo Learning Franchising. Galileo Learning estimated assets and liabilities of $10 million to $50 million while Galileo Learning Franchising estimated assets of $1 million to $10 million and estimated liabilities of less than $50,000. Judge William J. Lafferty oversees the cases. The Debtors hired Hanson Bridgett, LLP as bankruptcy counsel and Tyton Partners Capital Markets, LLC as an investment banker and financial advisor. Stretto is the claims and noticing agent. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors. The committee is represented by Levene, Neale, Bender, Yoo & Brill L.L.P. The Committee retained GlassRatner Advisory & Capital Group, LLC as its financial advisor. GENERAL MACHINE: Seeks to Hire Hawtree & Associates as Accountant ----------------------------------------------------------------- General Machine Solutions, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire Hawtree & Associates CPA as its accountant. Hawtree will render these services: a. prepare and file all annual tax returns, both federal and state for the Debtor; b. consult and advise the Debtor on tax implications as necessary; and c. prepare financial reporting documents for the Debtor. The accountant's hourly rates are: Daniel T. Hawtree $225 Alexander Horodysky $90 Amy Lentes $90 Candace Lanyellier $45 Hawtree does not represent an interest adverse to the estate and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The accountant can be reached through: Daniel T Hawtree, CPA Hawtree & Associates CPA 19350 S Harlem Ave #100 Frankfort, IL 60423 Telephone: (708) 534-1001 About General Machine Solutions Inc. General Machine Solutions Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business from East Chicago, Ind. General Machine Solutions sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 20-21885) on Sept. 24, 2020. At the time of the filing, Debtor had estimated assets and liabilities of less than $50,000. Daniel L. Freeland & Associates, P.C. is Debtor's legal counsel. GENERAL MOLY: Unsecured Creditors Will Get 75% Under Plan --------------------------------------------------------- General Moly, Inc., filed with the U.S. Bankruptcy Court for the District of Colorado a Chapter 11 Plan of Reorganization and a Disclosure Statement on December 4, 2020. The Plan contemplates that the Debtor will be reorganized with the assistance of a loan approved and funded in conjunction with DIP Facility and which loan will allow the Debtor to make the payments and distributions to creditors set forth in the Plan. Class 5 consists of General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim shall receive a Cash payment equal to 75% of its Allowed General Unsecured Claim. Cash payments to Holders of Allowed General Unsecured Claims shall be made at the option of the Debtor as follows: on the first Periodic Distribution Date occurring after the later of (i) the Effective Date and (ii) the date such General Unsecured Claim becomes an Allowed Claim. It is anticipated pursuant to the RSA that Bruce Hansen and possibly other Holders of Allowed General Unsecured Claims will convert such Claims to equity interest in the Reorganized Debtor. All Interests in the Debtor shall be cancelled without further action by the Debtor or Reorganized Debtor and the obligations of the Debtor and Reorganized Debtor thereunder shall be discharged. Holders of Interests shall receive no property under the Plan on account of such Interests. The Debtor estimates that the payments to be made to Holders of Claims in Class 1 will total approximately $6,381,344 in Cash or equity in the Reorganized Debtor. The two largest Holders of Allowed Note Holder Claims in Class 1, Steven Mooney ($4,686,458 Conversion Value) and Bruce Hansen ($1,048,293 Conversion Value), will convert their Class 1 Claims to equity interest in the Reorganized Debtor. The Debtor estimates that Class 2 Claims will receive $148,431 in Cash Payments. Class 3 Claims will receive Cash and equity interests in Reorganized Debtor totaling $622,665 with Bruce Hansen ($185,625 Conversion Value) likely converting his Class 3 Claim to equity interests in the Reorganized Debtor and Robert Pennington ($142,560) converting their Class 3 Claim into consulting arrangements without requiring Cash payments from the Debtor. Class 4 Claims are estimated to receive Cash payments totaling $120,406. Class 5 Claims will receive approximately $204,499 in Cash payments. Class 6 Interests will receive nothing. A full-text copy of the Disclosure Statement dated December 4, 2020, is available at https://tinyurl.com/y2tgt8jh from PacerMonitor at no charge. Counsel for the Debtor: John F. Young William G. Cross Markus Williams Young & Hunsicker LLC 1775 Sherman Street, Suite 1950 Denver, Colorado 80203 Telephone (303) 830-0800 Facsimile (303) 830-0809 E-mail: jyoung@markuswilliams.com wcross@markuswilliams.com About General Moly Headquartered in Lakewood, Colorado, General Moly is engaged in the exploration, development, and mining of properties primarily containing molybdenum. The Company's primary asset, an 80% interest in the Mt. Hope Project located in central Nevada, is considered one of the world's largest and highest grade molybdenum deposits. General Moly's goal is to become the largest primary molybdenum producer in the world. Molybdenum is a metallic element used primarily as an alloy agent in steel manufacturing. When added to steel, molybdenum enhances steel strength, resistance to corrosion and extreme temperature performance. In the chemical and petrochemical industries, molybdenum is used in catalysts, especially for cleaner burning fuels by removing sulfur from liquid fuels, and in corrosion inhibitors, high performance lubricants and polymers. General Moly, Inc., sought Chapter 11 protection (Bankr. D. Colo. Case No. 20-17493) on Nov. 18, 2020. The Debtor disclosed total assets of $1,000,000 and total liabilities of $10,000,000 as of Nov. 16, 2020. Markus Williams Young & Hunsicker LLC is serving as legal advisor, Bryan Cave Leighton Paisner LLP, as special counsel, XMS Capital Partners, Headwall Partners and Odinbrook Global Advisors are serving as financial advisors, and r2 Advisors LLC is serving as restructuring advisor to the Company. Stretto is the claims agent. GI DYNAMICS: Inks 2nd Amendment to Preferred Stock Purchase Deal ---------------------------------------------------------------- Effective as of Nov. 30, 2020, GI Dynamics, Inc. entered into a second amendment to the Series A Preferred Stock Purchase Agreement, by and between the Company and Crystal Amber Fund Limited, as the purchaser, pursuant to which the Company and Crystal Amber agreed to further extend the final closing date of the offering of Series A Preferred Stock from Nov. 30, 2020 to Dec. 22, 2020. About GI Dynamics Founded in 2003 and headquartered in Boston, Massachusetts, GI Dynamics, Inc. (ASX:GID) is a developer of EndoBarrier, an endoscopically-delivered medical device for the treatment of type 2 diabetes and the reduction of obesity. EndoBarrier is not approved for sale and is limited by federal law to investigational use only. EndoBarrier is subject to an Investigational Device Exemption by the FDA in the United States and is entering concurrent pivotal trials in the United States and India. GI Dynamics reported a net loss of $17.33 million for the year ended Dec. 31, 2019, compared to a net loss of $8.04 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $6.45 million in total assets, $4.88 million in total liabilities, $5.32 million in redeemable preferred stock, and a total stockholders' deficit of $3.76 million. Wolf and Company, P.C., in Boston, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 26, 2020 citing that the Company has suffered losses from operations since inception and has an accumulated deficit and working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. GLOBAL HEALTHCARE: Hires New Chief Financial Officer ---------------------------------------------------- Global Healthcare REIT, Inc. engaged the services of Brandon L. Thall as the Company's chief financial officer. Mr. Thall's commencement date is Nov. 30, 2020. As the Company's CFO, Mr. Thall will be responsible for all financial management and reporting of the Company and its subsidiaries, including ensuring the timely filing of all SEC Reports. Mr. Thall, age 37 has over 10 years experience in the financial planning and analysis field offering proven success in creating, executing, planning and scheduling all aspects of FP&A, budget, strategic planning, business intelligence, portfolio management and regulatory compliance. From December, 2019 to August, 2020, Mr. Thall held the position of FP&A Manager at Trinidad Benham Corp. and was responsible for establishing and growing that company's FP&A team. Prior to holding this position Mr. Thall was the director of FP&A, Underwriting and Business Intelligence for Delta Dental of Colorado. Prior to 2015 Mr. Thall held numerous positions as a director, vice president and senior analyst positions at various high profile companies. Mr. Thall received a Bachelor of Arts degree in Economics from Colorado State University in 2006 and a Masters of Business Administration from the University of Denver, Daniels College of Business in 2010. Mr. Thall's employment will be "at will" and can be terminated by either party on reasonable notice. In consideration of his services rendered as CFO of the Company, Mr. Thall shall be paid an annual base salary of $180,000 and may be eligible for certain bonus incentives based upon performance. About Global Healthcare Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company's portfolio will be comprised of investments in the following three healthcare segments: (i) senior housing, (ii) post-acute/skilled nursing and (iii) bonds securing senior housing communities. Global Healthcare reported a net loss attributable to common stockholders of $891,614 for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $2.02 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $43.05 million in total assets, $41.50 million in total liabilities, and $1.55 million in total equity. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2016, issued a "going concern" qualification in its report dated July 10, 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. GNC HOLDINGS: Asks Court to Extend Plan Exclusivity Thru Jan. 19 ---------------------------------------------------------------- Vitamin OldCo Holdings, Inc. f/k/a GNC Holdings Inc. and its affiliates request the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods during which the Debtors may file a Chapter 11 plan through and including January 19, 2021, and solicit acceptances through and including March 22, 2021. At the outset of these cases, the Debtors and certain of their key constituents agreed that the Debtors would pursue on a parallel path basis, both a restructuring and a sale transaction. In furtherance of the Restructuring, the Debtors' management focused on negotiating with their key stakeholders to obtain use of cash collateral and debtor-in-possession financing to fund operations, stabilizing the business, preserving relationships with stakeholders and a multitude of vendors, and responding to the many time-consuming demands that accompany chapter 11 filings. In furtherance of the Sale Transaction, the Debtors spent substantial time negotiating the sale of substantially all of their assets in a going-concern transaction, culminating in the eventual sale as approved by the Sale Order. Judge Owens approved the sale of the Debtors' assets to their largest shareholder, China-based Harbin Pharmaceutical Group, for $770 million. The Court confirmed the Debtors' Plan on October 14, 2020. In addition, the Debtors had to manage their day-to-day operations, and the management, employees, and advisors devoted substantial time, resources, and effort over the first months of the Chapter 11 Cases to a number of tasks related to the efficient and economical administration of the Chapter 11 Cases, including: (i) preparing and filing the Debtors' schedules of assets and liabilities and statements of financial affairs; (ii) complying with various chapter 11 reporting requirements; (iii) establishing claims bar dates for prepetition claims; (iv) evaluating and resolving requests for additional adequate assurance of future payment from certain utility providers; (v) retaining a number of professionals; (vi) resolving, despite the current economic landscape, a number of issues that threatened to jeopardize the Debtors' ongoing business operations and chapter 11 objectives; (vii) handling various other tasks related to the administration of the Debtors' bankruptcy estates and these Chapter 11 Cases, including responding to numerous inquiries from creditors and interested parties; and (viii) providing regular updates to their various stakeholders concerning all of the above and other relevant matters. Throughout the Chapter 11 Cases, the Debtors have cooperated and communicated with their prepetition lenders and agents, the Creditors' Committee, and other key constituencies. The Debtors said the requested extension of the Exclusive Periods will not prejudice the legitimate interests of post-petition creditors, as the Debtors continue to make timely payments on their undisputed post-petition obligations. Without an extension, it would adversely impact the Debtors' efforts to preserve and maximize the value of these estates and the progress of the Chapter 11 Cases. About GNC Holdings GNC Holdings Inc. -- http://www.gnc.com/-- is a global health and wellness brand with a diversified omnichannel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. The Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP, and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc., as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GNC HOLDINGS: Downtown Headquarters Has New Owner ------------------------------------------------- Tim Schooley of Pittsburgh Business Times reports that about a month after the company announced it had completed its Chapter 11 reorganization in which it had been acquired by its largest shareholder, GNC now also has a new owner of its downtown headquarters. According to county real estate records, GNC Holdings LLC has bought the company's longtime office at 300 6th Avenue at the corner of Wood Street from its previous ownership, comprising GNC Headquarters LLC and Gustine Sixth Avenue Associate Ltd. The building, originally built as a department store long ago converted to office use, sold for more than $7.8 million, according to records. After facing major impending debt obligations before the pandemic, GNC filed for Chapter 11 in June after the Covid-19 pandemic badly damaged the company's business. The nutritional supplements retailer entered Chapter 11 with a pre-packaged plan with the announced expectation to sell to Harbin Pharmaceutical Group Holding Co., one of the largest supplements makers in China and GNC's biggest shareholder. A sale to Harbin was consummated in bankruptcy court for $770 million. About GNC Holdings GNC Holdings Inc. -- http://www.gnc.com/-- is a global health and wellness brand with a diversified omni-channel business. In its stores and online, GNC Holdings sells an assortment of performance and nutritional supplements, vitamins, herbs and greens, health and beauty, food and drink, and other general merchandise, featuring innovative private-label products as well as nationally recognized third-party brands, many of which are exclusive to GNC Holdings. GNC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11662) on June 23, 2020. The Debtors disclosed $1,415,957,000 in assets and $895,022,000 in liabilities as of March 31, 2020. Judge Karen B. Owens oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP and Latham & Watkins, LLP as legal counsel; Evercore Group, LLC as investment banker and financial advisor; FTI Consulting, Inc., as financial advisor; and Prime Clerk as claims and noticing agent. Torys LLP is the legal counsel in the Companies' Creditors Arrangement Act case. GREENSBURG CONCRETE: Unsecureds to Recover 70% in Confirmed Plan ---------------------------------------------------------------- Greensburg Concrete Block Company won confirmation of its Second Amended Plan. Under the Plan, the Company shall remain in operation. The company has met with prospective purchasers and will endeavor to sell the business. Class #3 priority unsecured creditors will be paid in full over a 60-month period. LIUNA National (Industrial) Pension Fund will be paid $431.20 per month for 60 months. Class #4 general unsecured non-tax claims will receive quarterly payments. Each quarter the amount of $26,804.38 shall be paid to the general unsecured creditors pro rata. Unsecured creditors will receive a 70% dividend in Plan. Class #5 equity security holders shall receive no payment but will retain their interest in the company. From operation of business. If business is sold, all payments shall be made at the closing of the sale. A full-text copy of the Second Amended Disclosure Statement dated October 14, 2020, is available at https://tinyurl.com/y3hr4rec from PacerMonitor.com at no charge. About Greensburg Concrete Block Co. Greensburg Concrete Block Company, a ready mixed concrete supplier in Greensburg, Pa., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23527) on Sept. 6, 2019. At the time of the filing, Debtor was estimated to have assets of less than $50,000 and liabilities of $1 million and $10 million. Judge Thomas P. Agresti oversees the case. The Debtor is represented by Mahady & Mahady. No official committee of unsecured creditors has been appointed in Debtor's bankruptcy case. GTT COMMUNICATIONS: NB Group, et al. Acquire 8.21% Equity Stake --------------------------------------------------------------- Neuberger Berman Group LLC, Neuberger Berman Investment Advisers Holdings LLC, and Neuberger Berman Investment Advisers LLC disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Nov. 30, 2020, they beneficially own 4,827,013 shares of common stock of GTT Communications Inc. which represents 8.21 percent of the 58,819,538 common shares, as reported outstanding on May 6, 2020 in the Issuer's most recent Form 10-Q for the fiscal quarter end March 31, 2020. NB Group, through its subsidiary registered investment advisers, NBIA, used an aggregate of approximately $42,793,346 of funds provided through the accounts of certain investment advisory clients to purchase the Securities reported as beneficially owned. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1315255/000156761920020535/doc1.htm About GTT GTT Communications operates a Tier 1 internet network and owns a fiber network that includes an expansive pan-European footprint and subsea cables. The Company's global network includes over 600 unique points of presence ("PoPs") spanning six continents, and the Company provides services in more than 140 countries. GTT reported a net loss of $105.9 million for the year ended Dec. 31, 2019, a net loss of $243.4 million for the year ended Dec. 31, 2018, and a net loss of $71.5 million for the year ended Dec. 31, 2017. As of March 31, 2020, the Company had $4.74 billion in total assets, $4.54 billion in total liabilities, and $196.8 million in total stockholders' equity. * * * As reported by the TCR on Sept. 22, 2020, S&P Global Ratings retained all ratings on U.S.-based internet protocol (IP) network operator GTT Communications Inc. (GTT), including the 'CCC+' issuer credit rating, on CreditWatch with negative implications. Also in September, 2020, Fitch Ratings downgraded the Long-term Issuer Default Rating (IDR) of GTT Communications, Inc. (GTT) and GTT Communications BV to 'CCC' from 'B-'. The rating action follows the company's announcement that it received a notice of default on Sept. 2, 2020 from holders representing 25% or more of outstanding principal ($575 million) of the company's senior unsecured notes, due to its noncompliance with a reporting covenant under the notes indenture that required the company to file 2Q20 financials within the stated time frame (allowing for extensions). GUARDION HEALTH: Fails to Regain Nasdaq Listing Compliance ---------------------------------------------------------- Guardion Health Sciences, Inc. received a determination letter from the staff of the Nasdaq Stock Market LLC stating that the Company has not regained compliance with the minimum bid price requirement of $1.00 per share for continued listing of the Company's common stock, par value $0.001 per share, on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). As previously disclosed, the Common Stock had not been at least $1.00 per share for a minimum of 10 consecutive trading days at any time during the initial 180-calendar day compliance period granted to the Company which ended on March 19, 2020, or during the second 180-calendar day compliance period granted to the Company which was extended through Nov. 30, 2020 due to extraordinary market conditions. Pursuant to the Letter, unless the Company requests a hearing to appeal this determination by 4:00 p.m. Eastern Time on Dec. 8, 2020, the Common Stock will be delisted from the Nasdaq Capital Market, trading of the Common Stock will be suspended at the opening of business on Dec. 10, 2020, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Common Stock from listing and registration on the Nasdaq Capital Market. The Company plans to request a hearing before the Nasdaq Hearings Panel to appeal the Letter during the time period provided for appeal as noted above. While the appeal process is pending, the suspension of trading of the Common Stock will be stayed, a Form 25-NSE will not be filed, and the Common Stock will continue to trade on the Nasdaq Capital Market until the hearing process concludes and the Panel issues a written decision. There can be no assurance that the Panel will grant the Company's request for a suspension of delisting or continued listing on the Nasdaq Capital Market About Guardion Health Sciences Headquartered in San Diego, California, Guardion -- http://www.guardionhealth.com/-- is a specialty health sciences company that develops clinically supported nutrition, medical foods and medical devices, with a focus in the ocular health marketplace. Located in San Diego, California, the Company combines targeted nutrition with innovative, evidence-based diagnostic technology. Guardion Health reported a net loss of $10.88 million for the year ended Dec. 31, 2019, compared to a net loss of $7.77 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, Guardion Health had $12.16 million in total assets, $1.47 million in total liabilities, and $10.69 million in total stockholders' equity. Weinberg & Company, P.A., in Los Angeles, California, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has experienced recurring losses and negative operating cash flows since inception. These matters raise substantial doubt about the Company's ability to continue as a going concern. GULF STATES: Ally Claims Should Be Paid Based on Actual Value ------------------------------------------------------------- Ally Bank filed objections to the approval of the Disclosure Statement and confirmation of the proposed Reorganization Plan of Gulf States Transportation, LLC. The Bank asserts that the Plan should provide payment for the actual value of its secured claims. Ally says the Plan does not provide for Ally to receive the actual value of its secured claim, in violation of 11 U.S.C. Sec. 1129. $28K Claim Ally Bank has a secured claim in the amount of $28,449 (Claim 9-1). The Disclosure statement Plan submitted by the Debtor proposed to pay Ally based upon a collateral value of $5,867 over 36 months, with interest at the rate of 0% per annum and monthly payments $162.96. It suggests that the value of the debt ($21,675) at 6.25% interest would require Debtor to pay $661.85 per month for 36 months proposed in the Plan, for a total secured payment of $23,826.73. $20K Claim Ally has a secured claim in the amount of $19,788 (Claim 10-1). The Disclosure statement and Plan propose to pay Ally based upon a collateral value of $6,652.50 over 36 months, with interest rate of 0% per annum and monthly payments of $184.79. Ally suggests that the value of the debt ($19,787.50) at 6.25 interest would require Debtor to pay $512.61 per month for 36 months proposed in the Plan, for a total secured payment of $18,454. $18K Claim Ally has a secured claim in the amount of $17,700 (Claim 1-1). The Disclosure Statement and Plan submitted by propose to pay Ally based upon collateral value of $7,035.50 for 36 months, with interest at the rate of 0% per annum and monthly payment of $195.43. Secured Creditor suggests that the value of the debt ($17,700.00) at 6.25% interest would require Debtor to pay $540.48 per month for 36 months proposed in the Plan, for a total secured payment of $19,457. $20K Claim Ally has a secured claim in the amount of $19,788 (Claim 11.1). The Disclosure statement and Plan propose to pay Ally based upon a collateral value of $6,652.50 over 36 months, with interest rate of 0% per annum and monthly payments of $184.79. Ally suggests that the value of the debt ($19,787.50) at 6.25 interest would require Debtor to pay $512.61 per month for 36 months proposed in the Plan, for a total secured payment of $18,454. Attorneys for the Secured Creditor: Earl F. Sundmaker, III The Sundmaker Firm, LLC 1027, Ninth St. New Orleans, LA 70115 Telephone: (504) 568-0515 Fax: (504) 568-0519 trey@sundmakerfirm.com About Gulf States Transportation Gulf States Transportation, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-13283) on Dec. 9, 2019, listing under $1 million in both assets and liabilities. Darryl T. Landwehr at Landwehr Law Firm is the Debtor's counsel. HANKEY O'ROURKE: Unsecureds to Recover 25% in Plan -------------------------------------------------- Hankey O'Rourke Enterprises, LLC, filed a First Amended Chapter 11 Plan and a corresponding Disclosure Statement on Dec. 2, 2020. During the course of the case, the Debtor has been actively marketing the Debtor's real estate at 109 Stockbridge Road, Great Barrington, Massachusetts ("Property") for sale; the property is currently listed with Michael Harrigan and BHHS Barnbrook Realty, at a price of approximately 2.1 million dollars. IOFUS-FCC Holdings I, LLC, has obtained an appraisal of the Property stating the value of the Property to be $1,500,000, and that the highest and best use of the Property is no longer as a bowling alley. The Debtor disputes both the valuation and the analysis in the appraisal, and believes that the value of the Property is close to the listing price. The Debtor has recently received an offer for the Property from a party interested in maintaining the same use, and is in negotiations with the potential purchaser, and these efforts will continue. Additionally, the Debtor is investigating the feasibility of subdividing a portion of its Property for sale. Specifically, the Debtor owns 3.69 acres of land, while the bowling alley and parking lot take up only approximately 1.3 acres. The Debtor believes that a meaningful part of the extra land (approximately .85 acres) has potential for commercial development. If subdivision is feasible, the Debtor will do so, and seek to sell the extra land. The net proceeds from any sale(s) will be used to pay down the secured claims. Additionally, the Debtor is seeking financing from several local lenders which, if successful, would be sufficient to pay the Class One claim in full, and provide at least some reduction of the Class Two claim. Under the Plan, Class 1 Claim of IOFUS-FCC Holdings I, LLC ("IOFUS") totaling $896,692.04 is impaired. The creditor will retain its mortgage and collateral assignment of rents on the Debtor's Property. Pursuant to a motion filed by the Debtor, in November it commenced making monthly payments in the amount of $4,000.00. Commencing in January the Debtor anticipates increasing the monthly payment to $8,100. These payments will continue through confirmation. The loan will mature and be payable in full on August 31, 2021. Class 2 United States Small Business Administration ("SBA") claim totaling $743,880 is impaired. The creditor will retain its mortgage and collateral assignment of rents on the Debtor's Property. Upon a sale of the Property, the, and after payment of administrative claims allowable under 11 U.S.C. Sec. 506(c), and costs of sale, and after payment of IOFUS' Class One claim, the remaining net proceeds will be remitted to the SBA in full satisfaction of its secured claim against the Debtor. Class Three: United States Small Business Administration claim is is not impaired. On Aug. 3, 2020 received approval from this Court to obtain an Economic Injury Disaster Loan from the SBA in the principal amount of $37,400. The loan is secured by a security interest in the Debtor's personal property, although the Debtor believes that its personal property has nominal value. Under the terms of the loan, no payments are due until August 2021, and payments then will be in the amount of $183.00 per month. Class Four Unsecured Claims are impaired. After payment of allowed administrative claims, the remaining contribution by the Debtor's shareholders will be distributed pro rata to the holders of Class Three and Class Four claims. The Liquidation Analysis says that unsecured creditors will receive no distribution in a Chapter 7 liquidation. In contrast, unsecured creditors will receive $10,000, for a dividend of 25 percent. Holders of Class 6 interests, Debtor's members, Juanita O'Rourke and Thomas Hankey, will retain their interests by contribution of new value in the sum of $25,000, which will be used to pay allowed administrative claims and non-insider unsecured Class Three and Class Four Claims. The claims of the Class Six membership interests are impaired. A full-text copy of the Disclosure Statement dated December 2, 2020, is available at https://tinyurl.com/y3ck8spo from PacerMonitor.com at no charge. The Debtor's counsel: Steven Weiss, Esquire BBO# 545619 Shatz, Schwartz and Fentin, PC 1441 Main Street, Suite 1100 Springfield, MA 01103 (413) 737-1131 sweiss@ssfpc.com About Hankey O'Rourke Hankey O'Rourke Enterprises LLC, a privately held company in Great Barrington, Mass., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21, 2019. In the petition signed by Juanita O'Rourke, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Elizabeth D. Katz. Shatz, Schwartz & Fentin, P.C., is the Debtor's counsel. HARRODS CLUB: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Harrods Club, LLC P.O. Box 22200 Lexington, KY 40522 Chapter 11 Petition Date: December 7, 2020 Court: United States Bankruptcy Court Eastern District of Kentucky Case No.: 20-51647 Judge: Hon. Tracey N. Wise Debtor's Counsel: Taft A. McKinstry, Esq. FOWLER BELL PLLC 300 W. Vine Street Suite 600 Lexington, KY 40507-6700 Tel: 859-252-6700 Fax: 859-255-3735 Email: Bankruptcy@FowlerLaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert C. Sims, manager. The Debtor stated it has no unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/A247RZY/Harrods_Club_LLC__kyebke-20-51647__0001.0.pdf?mcid=tGE4TAMA HARVEY OST OILFIELD: Seeks to Hire Church Harris as Legal Counsel ----------------------------------------------------------------- Harvey OST Oilfield Services, LLC seeks to authority from the US Bankruptcy Court for the District of Montana to hire Church, Harris, Johnson and Williams, P.C. as its legal counsel. The counsel will represent the Debtor in the Subchapter V proceeding. The Debtor has paid a prepetition retainer of $2,791.50, of $1,717 was applied prepetition to pay the Chapter 11 filing fee for the Debtor. The balance of the retainer in the amount of $1,074.50 is being held in trust. The usual and customary hourly rates charged for attorney time by Steve Johnson, Esq. is $320 per hour, and by Grant Kelly, Esq. is $200 per hour, and the usual rate for paralegal time is $125 per hour by Lynette D. Lee. Church Harris is a "disinterested person" as defined in 11 U.S.C. 101(14), according to court filings. The attorney can be reached through: Steven M. Johnson, Esq. Grant R. Kelly, Esq. Church, Harris, Johnson and Williams, P.C. 114 3rd St S. Great Falls, MT 59401 Phone: (406) 761-3000 About Harvey OST Oilfield Services, LLC Harvey OST Oilfield Services, LLC is a wholesaler of petroleum & petroleum products. Harvey OST Oilfield Services, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mont. Case No. 20-40109) on Nov. 19, 2020. The petition was signed by Dennis Ost, managing member. At the time of filing, the Debtor had estimated $987,624 in assets and $3,430,931 in liabilities. Steven M. Johnson, Esq. at CHURCH HARRIS JOHNSON & WILLIAMS PC represents the Debtor as counsel. HEARTWISE INCORPORATION: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------------ Debtor: Heartwise Incorporation dba Heartwise Wonder Incorporation dba Naturewise 2973 Harbor Blvd., #472 Costa Mesa, CA 92626 Business Description: Heartwise Incorporation -- https://www.naturewise.com -- is a retail store that sells a variety of wellness and health related supplements solely for human consumption Chapter 11 Petition Date: December 4, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-13335 Judge: Hon. Mark S. Wallace Debtor's Counsel: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER 9454 Wilshire Boulevard, 6th Floor Beverly Hills, CA 90212 Tel: (310) 271-6223 Email: michael.berger@bankruptcypower.com Total Assets: $7,653,717 Total Liabilities: $12,030,563 The petition was signed by Tuong V. Nguyen, chief executive officer. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PJYBNNA/Heartwise_Incorporation__cacbke-20-13335__0001.0.pdf?mcid=tGE4TAMA HOPEDALE MINING: Plan Exclusivity Extended to March 19 ------------------------------------------------------ At the behest of Hopedale Mining, LLC and its affiliates, Judge Guy R. Humphrey extended by four months, through and including March 19 and May 18, 2021, respectively, the periods within which the Debtors have the exclusive right to file a plan of reorganization and solicit acceptances through and including March 19 and May 18, 2021, respectively. On September 4, 2020, the U.S. Bankruptcy Court for the Southern District of Ohio approved the sale of substantially all of the Debtors' assets. Since the entry of the Sale Order, and as discussed on the record at the hearing held on October 13, 2020, the Debtors have been focusing on the best path forward in connection with these Chapter 11 Cases while being mindful of estate resources and potential recoveries to creditors. During this time, the Debtors, the Committee, the Prepetition Lenders, and the DIP Lenders have reached a global resolution, which is more particularly described in the Joint Motion of the Debtors and the Official Committee of Unsecured Creditors for Approval of Settlement Agreement with Prepetition Lenders and DIP Lenders Pursuant to Bankruptcy Rule 9019. The Lender Settlement requires, among other things, the Debtors to pursue confirmation of a chapter 11 plan while providing the Debtors' estates with an additional $400,000 to $500,000 in proceeds. The Debtors believe this is the best path forward for these Chapter 11 Cases and the Debtors intend to seek confirmation of a joint Plan with the Committee as promptly as possible. The extension of the Exclusivity Periods will allow the Debtors to effectuate the Lender Settlement and to seek confirmation of a Plan. About Hopedale Mine Hopedale Mining, LLC and its affiliates are diversified coal producers. They produce, process, and sell coal of various steam and metallurgical grades from multiple coal-producing basins in the United States. They market steam coal primarily to electric utility companies as fuel for their steam-powered generators. The companies have a geographically diverse asset base with coal reserves located in Central Appalachia, Northern Appalachia, the Illinois Basin, and the Western Bituminous region. On July 22, 2020, Hopedale Mining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 20-12043). At the time of the filing, Hopedale Mining had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Guy R. Humphrey oversees the cases. The Debtors tapped Frost Brown Todd LLC as their bankruptcy counsel, Cambio Group LLC as restructuring advisor, Energy Ventures Analysis Inc. as financial advisor, FTI Consulting Inc. as bankruptcy consultant, and Epiq Corporate Restructuring LLC as claims and noticing agent. On July 30, 2020, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has retained Foley & Lardner LLP and Barber Law PLLC as its legal counsel and B. Riley FBR, Inc. as its financial advisor. IAVF TIMBER: S&P Withdraws 'B+' Ratings on 2018A-1/2 Rev. Bonds --------------------------------------------------------------- S&P Global Ratings withdrew its 'B+' ratings on Upper Illinois River Valley Development Authority's series 2018A-1 and 2018A-2 senior multifamily housing revenue bonds. At the same time, S&P withdrew its 'B' rating on the series 2018B bonds. Both classes of debt were issued for 2018 IAVF Timber Oaks LLC's and 2018 IAVF Prairie View LLC's Timber Oaks and Prairie View apartments projects. S&P withdrew the ratings at the request of the borrowers, both affiliates of Patriot Services Group. INDUSTRIAL FOOD TRUCK: Wants Plan Exclusivity Extended Thru Dec. 12 ------------------------------------------------------------------- Industrial Food Truck, LLC requests the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to extend the exclusive period during which the Debtor may file a plan until December 12, 2020. The Debtor has maintained operations as debtor-in-possession and has been stabilizing the business as the business is slowly recovering from a lengthy governmental shut down due to the CoVid-19 pandemic. The Debtor's business has also been affected post-petition by the delays in health department inspections due to backlog and effecting the Debtor's ability to operate its commissary or take on new clients. The new licenses were not issued until October 10, 2020. The Debtor has lease assumption motions and is negotiating with the landlord and others about the cure of arrears and restructuring the leases and has numerous claims objections pending. The Debtor said it needs the October and November business and report periods to reflect a return to business expectations and to adjust its projections accordingly. The circumstances that require an extension are not attributed to the Debtor, and should not be justly held accountable. The Debtor also noted that the managing member of the corporation has been battling cancer and undergoing chemotherapy, which has affected his ability to work on the projections with his accountant and attorney as needed for the plan. About Industrial Food Truck Industrial Food Truck, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 20-13275) on August 7, 2020, listing under $1 million in both assets and liabilities. The cases are assigned to Judge Ashely M. Chan. The Debtor is represented by Michael A. Catalado, Esq., at Cibik & Catalado, P.C. as its counsel. ISLET SCIENCES: Wants Plan Exclusivity Extended as Talks Continue ----------------------------------------------------------------- Islet Sciences, Inc., asks the Nevada bankruptcy court to extend its exclusive period for filing a Chapter 11 plan by an additional 30 days from November 30, 2020, through and including December 30, 2020; and its exclusive period to solicit plan acceptances by an additional 31 days from February 5, 2021, through and including March 8, 2021. The Debtor further requests that the extension order be without prejudice to its rights to seek additional extensions of the Exclusivity Periods. The Court is slated to hold a hearing December 30 to consider the extension request. The Honorable Mike K. Nakagawa recently extended Islet Sciences' exclusivity periods through and including, November 30, 2020, and February 5, 2021, respectively. The Debtor had sought to extend the exclusivity periods to file a plan and a disclosure statement through and including December 31, 2020, and solicit acceptances of the Chapter 11 plan through and including March 5, 2021, but the Court gave a shorter exclusivity deadline. Although the Debtor has made progress since the conversion of the involuntary Chapter 7 Case, Islet Sciences says it requires a limited amount of additional time to negotiate with creditors and finalize its plan of reorganization. According to Islet Sciences, it is in active negotiations with the Official Committee of Unsecured Creditors and Curiam Capital LLC, the provider of the Debtor's litigation credit facility. The Debtor is also in the process of seeking approval to amend its debtor-in-possession financing to increase the financing available from $1 million to $2 million. On October 30, 2020, the Debtor circulated a draft of both the plan and disclosure statement to counsel for the UCC and invited comments. Both drafts constituted substantially completed documents and materially advanced negotiations that remain in compliance with Sections 1125 and 1126 of the Bankruptcy Code. The Debtor continues to advance the case and awaits the UCC's comments to the circulated drafts of the plan and disclosure statement. The Debtor relates it has sought to employ expert to analyze the bankruptcy estate and its assets, and provide information necessary to determine the value of assets and viability of liabilities of the estate as part of their analyses. The Experts' investigations will culminate in reports, which will provide necessary information and evidence of underpinning the plan of reorganization and disclosure statement. The Experts are currently in the process of producing and revising the necessary Reports. The Reports allowed the Debtor to produce a plan of reorganization for review and comment by the UCC to which the Debtor is currently awaiting completion of the review by the UCC. One report, a valuation of the Debtor's assets, has been completed and circulated to the UCC for review in conjunction with the circulated drafts of the plan and disclosure statement. This circulation demonstrates not only substantial progress toward confirmation but also that the Debtor's path forward in cooperation with the UCC relies on timelines not exclusively within the Debtor's control. As the Debtor's experts required time to prepare the valuation, the UCC requires a reasonable amount of time to review and comment on its concerns outside of the formal plan deadline process to allow for smoother amicable confirmation for all parties involved. About Islet Sciences Inc. Islet Sciences, Inc. is a biotechnology company engaged in the research, development, and commercialization of new medicines and technologies for the treatment of metabolic diseases and related indications covering unmet medical needs. On May 29, 2019, creditors filed an involuntary Chapter 7 petition against Islet Sciences (Bankr. D. Nev. 19-13366). The case was converted to one under Chapter 11 on September 18, 2019. Judge Mike K. Nakagawa oversees the case. The Debtor has tapped Brownstein Hyatt Arber Schreck LLP and Schwartz Law PLLC as its legal counsel, Armstrong Teasdale LLP as special litigation counsel, and Portage Point Partners LLC as financial advisor. The U.S. Trustee for Region 17 appointed a committee of unsecured creditors on Nov. 26, 2019. The committee is represented by Andersen Law Firm, Ltd. J-H-J INC: Marrero Land Objects to Amended Disclosure Statement --------------------------------------------------------------- The Marrero Land and Improvement Association, a creditor and interested party, objects to approval of the Amended Disclosure Statement Relating to Joint Chapter 11 Plan of Reorganization for J-H-J, Inc. and its Debtor Affiliates. The Marrero Land claims that the Amended Disclosure Statement fails to provide adequate information to allow creditors, such as Marrero Land, who have asserted claims in both the instant proceedings and the SVFoods Proceedings, to make an informed judgment as to the treatment of their claims under the proposed Chapter 11 plan. The Marrero Land points out that the Amended Disclosure Statement fails to provide adequate information regarding the estimated value of the assets available or the anticipated treatment of claims in proceedings to the extent that any portion of Marrero Land's claim will be addressed through the SVFoods Proceedings. The Marrero Land asserts that the Amended Disclosure Statement provides for certain contingencies requiring approval of the Court in the SVFoods Proceedings, however fails to provide sufficient information as to how the applicable claims will be treated should approval of the Court fail to be obtained. The Marrero Land further asserts that the Amended Disclosure Statement states that the Avondale Debtors are "solidarily liable with the Debtors for the Iberia Secured Claim," however fails to provide the basis for the alleged liability of the Avondale Debtors for the Iberia Secured Clam. The Marrero Land states that the Amended Disclosure Statement fails to include financial projections and anticipated quarterly payments for Class 4 and Class 5 claims. A full-text copy of the Marrero Land's objection to the Amended disclosure statement dated December 4, 2020, is available at https://tinyurl.com/yxuk59wo from PacerMonitor at no charge. Attorneys for The Marrero Land: TIMOTHY S. MADDEN DIANA J. MASTERS KING & JURGENS, LLC 201 St. Charles Ave., Ste. 4500 New Orleans, LA 70170 Tel: (504) 582-3800 Fax: (504) 582-1233 About J-H-J Inc. J-H-J, Inc. is the lead debtor in the jointly administered cases with eight debtor affiliates (Bankr. W.D. La. Lead Case No. 19-51367) filed on November 15, 2019 in Lafayette, La. JHJ, a Louisiana corporation, was formed in 1984 for the purpose of owning and operating retail grocery stores in the Baton Rouge metropolitan area. Currently, JHJ owns and operates two such stores. Beginning in 1998, the remaining Debtors were formed by certain shareholders of JHJ for purposes of operating retail grocery stores in various locations in southern Louisiana. Collectively, the Debtors currently own and operate 12 grocery stores under the names Piggly Wiggly or Shoppers Value. All general administrative duties for the Debtors are handled by JHJ. The Debtor affiliates are: (i) Lafayette Piggly Wiggly, LLC; (ii) T.H.G. Enterprises, LLC; (iii) SVFoods Old Hammond, LLC; (iv) SVFoods Jefferson, LLC; (v) T&S Markets, LLC; (vi) TSD Markets, LLC; (vii) Baker Piggly Wiggly, LLC; and (viii) BR Pig, LLC. As of the petition date, J-H-J is estimated with both assets and liabilities at $10 million to $50 million. The petition was signed by Garnett C. Jones, Jr., president. Judge John W. Kolwe is assigned the cases. The Steffes Firm, LLC serves as counsel to the Debtors. JACOBSON HOTELS: Trustee Taps Byman & Associates as General Counsel ------------------------------------------------------------------- Jarrod B. Martin, Chapter 11 Subchapter V Trustee of Jacobson Hotels, Inc., seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain Byman & Associates PLLC as its general counsel. The trustee requires Byman & Associates to: (a) reorganize the business of the Debtor, including, but not limited to, determining if Debtor's assets should be sold; (b) as needed, investigate, and if necessary, prosecute avoidance claims under Chapter 5 of the US Bankruptcy Code, or similar State law; (c) recover property of the estate from the Debtor or third parties; and/or generally prosecute claims of the estate against third parties arising from any source; (d) analyze business associations of the Debtor and prosecute actions to recover and/or liquidate such interests; (e) obtain Court approval for the employment of professionals to assist in execution of the trustee's duties; (f) review and object to claims identified by the Trustee as problematic; and (g) address unanticipated legal issues which may arise during administration of the estate. Randy Williams, Esq., the designated attorney-in-charge, offers an hourly rate of $400. Robert Heinly, a paralegal working under Mr. Williams, offers an hourly rate of $150. Byman & Associates and its members are "disinterested persons" within the meaning of 11 U.S.C. 101(14), according to court filings. The counsel can be reached through: Randy Williams, Esq. BYMAN & ASSOCIATES, PLLC 7924 Broadway Ste 104 Pearland, TX 77581 Phone: (281) 884-9262 Email: rww@bymanlaw.com About Jacobson Hotels Jacobson Hotels, Inc., based in Shenandoah, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33957) on Aug. 4, 2020. In its petition, the Debtor disclosed $5,757,149 in assets and $3,850,120 in liabilities. The petition was signed by Grace L. Jacobson, director. The Hon. Jeffrey P. Norman presides over the case. DEVINE LAW FIRM, PC, serves as bankruptcy counsel to the Debtor. JARCO HARVESTING: Unsecureds Will be Paid in Full Under Plan ------------------------------------------------------------ Jarco Harvesting, Inc. submitted a Second Amended Chapter 11 Plan of Reorganization. All unsecured claims and the unsecured portion of any partially secured claims will be paid in full. The following are the secured claims: * Taylor CAD having a claim amounting to $14,034.57 and collateral consisting personal property and vehicle. * First National Bank Baird having a claim amounting to $242,889.64 and collateral consisting of equipment. * GM Financial Americredit Fin. Sv. having a claim amounting to $29,044 and collateral consisting of 2016 Chevrolet and Silverado 3500H. * First National Bank Baird having a claim amounting to 257,332.67 and collateral as a guarantor of note to Jarco Equipment Leasing, LLC. * Wells Fargo Financial Nutrient AG Solutions having a claim amounting to $ 205,319.04 and collateral consisting of Peterbill 389 Trucks, crops, proceeds and Farm plan Account Secured POC # 9. * Deere & Co having a claim amounting to $2,011,438.51 an collateral consisting of Cotton pickers and various personal properties. Unsecured claims classified for special treatment consists of the claim of U.S. SBA totaling $150,000. This claim will be paid 30 year monthly payments in the amount of $453 each. Starts September 2021. General unsecured claims consists of claims of Baird, Americredit Fin, Sv., Oil Patch Petroleum Inc., Robstown Bulk Plant, Inc. and United Ag & Turf having a total claim of $146,160. Unsecured creditors shall be paid pro rata in full. A full-text copy of the Second Amended Chapter 11 Plan of Reorganization dated October 12, 2020, is available at https://tinyurl.com/y65qekkd from PacerMonitor.com at no charge. Counsel for Debtor: Max R. Tarbox Tarbox Law, P.C. 2301 Broadway Lubbock TX 79401 About Jarco Harvesting Jarco Harvesting, Inc. is a licensed and bonded freight shipping and trucking company running freight hauling business from Abilene, Texas. Jarco Harvesting, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-10107) on June 23, 2020. In the petition signed by Richard Wendland, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. Max R. Tarbox, Esq. at Tarbox Law, P.C. is the Debtor's counsel. JEFFERY ARAMBEL: Dec. 16 Plan Admin's Arambel Business Park Auction ------------------------------------------------------------------- Judge Ronald H. Sargis of the U.S. Bankruptcy Court for the Eastern District of California authorized Focus Management Group USA, Inc., the Plan Administrator in the case of Jeffery Edward Arambel, to sell the vacant land in Stanislaus County, California, containing approximately 343.25 acres of land, bearing Assessor's Parcel Nos. 021-022-33, 34, 41, 42, 55, 59, 61 and 62 within the property commonly referred to as the "Arambel Business Park," all as further described in the Purchase and Sale Agreement dated Oct. 16, 2020, to Greenlaw Acquisitions, LLC and Lewis Land Developers, LLC for $32,146,735, subject to overbid. The purchase price, as provided in the PSA as amended by the First Amendment, and as further provided in the Order subject to overbidding at an Auction. The Plan Administrator is authorized to solicit bids and sell the Property pursuant to the Auction in conformance with the Bidding Procedures, and subject to a final sale return hearing with the Buyer as the stalking horse buyer and the PSA, as modified by the First Amendment, as a Qualified Bid. The salient terms of the Bidding Procedures are: a. Bid Deadline: Dec. 9, 2020 b. Initial Bid: At least $710,800 higher than the purchase price agreed upon with the Buyer c. Deposit: $710,800 d. Auction: Provided that there is at least one Qualified Bidder other than the Buyer, the sale will be conducted by the Auction to commence at 10:00 a.m. on Dec. 16, 2020 by Zoom before a certified Court reporter. e. Bid Increments: $100,000 f. Sale Hearing: Dec. 17, 2020, at 10:30 a.m. or as soon thereafter as the matter may be heard via CourtCall g. Closing: Jan. 14, 2021 or 15 days after the entry of an order approving the sale h. Break-Up Fee: $610,788 i. The sale of the Property will be on an "as is, where is, with all faults" basis and without surviving representations or warranties of any kind, nature, or description. j. Secured Creditors Brighthouse and Summit have consented to the sale of the Property to the Buyer or Successful Bidder pursuant to the Motion and the Bidding Procedures without the right to credit bid in accordance with Section 7.6 of the Plan except for the limited purpose of submitting a Backup Bid behind the Successful Bid. The Plan Administrator is authorized to file, provide notice of, and make available to interested buyers a summary of the Bidding Procedures and terms of the Order. The sale proceeds will first be applied from escrow to pay reasonable and ordinary closing costs, prorated real property taxes and assessments, broker commissions, U.S. Trustee fees, a reserve for income taxes (to be held by the Plan Administrator), and other customary and contractual costs and expenses incurred in order to effectuate the sale. The Plan Administrator will cause all preliminary and final closing statements for the sale of the Property to be delivered to Brighthouse and Summit upon receipt by the Plan Administrator. Such creditors will have two business days to review and object to any item on the closing statements so provided. The Property is sold free and clear of: a. the liens of Brighthouse Life Insurance Co. and SBN V Ag I, LLC, creditors asserting secured laims, with said creditors having consented to the sale of the Property free and clear of their liens, and with the liens of such creditors attaching to the proceeds remaining after payment of the Payment Obligations; b. the interests of the Del Puerto Water District related to the DPW Lease and the DPW Supply Contract, as disputed interests, and with the interests of the Del Puerto Water District, if any, attaching to the proceeds remaining after payment of the Payment Obligations; and c. the interests of LBA related to the ROFR and the ROFR Memorandum as disputed interests, and with the interests of LBA, if any, attaching to the proceeds remaining after payment of the Payment Obligations; Any finding that a buyer of a Sale Property is a good faith purchaser under Code 25 Section 363(m) will be made at the Sale Hearing. The Court reserves the power to waive the 14-day stay of Federal Rule of Bankruptcy Procedure 6004(h) of any Order entered at the Sale Hearing. A copy of the Bidding Procedures is available at https://tinyurl.com/y3xkez8p from PacerMonitor.com free of charge. Jeffery Edward Arambel sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 18-90029) on Jan. 17, 2018. The Debtor tapped Reno F.R. Fernandez, III, Esq., as counsel. JET REAL ESTATE: Seeks to Hire Benjamin M. Carson as Counsel ------------------------------------------------------------ Jet Real Estate Group, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of California to hire the Law Offices of Benjamin M. Carson, P.C. as its general bankruptcy counsel. Jet Real requires the counsel to: 1. prepare records and reports, as required by the Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, and the United States Trustee's Operating and Reporting Requirements; 2. prepare applications, amendments, motions, and proposed orders to be submitted to the Court; 3. identify and prosecute claims and causes of action available to Debtor; 4. examine proofs of claims contained in the filed herein, the examination of the claims contained in Debtor's statements and schedules, and the possible prosecution of objections to certain claims; 5. prepare applications to employ professionals and consultants, and orders thereon; 6. advise the Debtor and prepare documents in connection with the continued operation of Debtor's business; 7. advise the Debtor and prepare documents in connection with any liquidation of any of Debtor's assets; 8. assist the Debtor and prepare documents in connection with a plan of reorganization, disclosure statements, if applicable, and obtain confirmation of the proposed plan of reorganization; and 9. provide general case administration. Carson will charge these hourly rates: Benjamin Carson Partner $275 Cristopher Nguyen-Marusa Legal Secretary $50 The firm received $7,000 from the Debtor prior to the petition date. Benjamin Carson, Esq., a name partner at the firm, disclosed in a court filing that his firm does not hold or represent any interest adverse to the Debtor's estate, creditors or equity security holders. The firm can be reached through: Benjamin Carson, Esq. Benjamin Carson Law Office 8861 Villa La Jolla Drive 13105 La Jolla, CA 92037 Tel: (858) 255-4529 Fax: (760) 943-6391 Email: ben@benjamincarsonlaw.com About Jet Real Estate Group, LLC Jet Real Estate Group, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 20-05584) on Nov. 11, 2020 listing under $1 million in both assets and liabilities. Benjamin Carson at Benjamin Carson Law Office serves as the Debtor's counsel. JS KALAMA: Court Approves Disclosure Statement ---------------------------------------------- Brian D. Lynch has entered an order that the Disclosure Statement of J S Kalama, LLC referring to a Plan amended November 15, 2020 is approved. Tuesday, Dec. 29, 2020 at 5:00 p.m., is fixed as the last date and time to file a written ballot accepting or rejecting the plan, and A hearing to confirm the Debtors' Plan will be held at 10:00 a.m. on Tuesday, Jan. 5, 2021, telephonically unless otherwise ordered by this court Dec. 29, 2020 at 5:00 p.m., is fixed as the last day and time to file and serve a written objection to confirmation of the plan. About JS Kalama JS Kalama, LLC is primarily engaged in renting and leasing real estate properties. On June 11, 2020, Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-41495). At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Brian D. Lynch oversees the case. The Debtor is represented by J.D. Nellor, Esq., at Nellor Law Office. KAISER ALUMINUM: Fitch Affirms BB LT IDR; Alters Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings has affirmed Kaiser Aluminum Corporation's Long-Term Issuer Default Rating (IDR) at 'BB' and revised the Rating Outlook to Positive from Negative. In addition, Fitch has affirmed the asset-backed lending (ABL) credit facility at 'BBB-'/'RR1' and the unsecured notes at 'BB'/'RR4'. The Positive Rating Outlook reflects Kaiser's announcement of its intention to acquire Alcoa Warrick LLC, a rolling mill concentrated in packaging, for $587 million in cash and the assumption of $83 million of other post-employment benefit (OPEB) liabilities. Fitch views the acquisition as a credit positive, as Kaiser intends to fund the acquisition with cash on hand, partially associated with a $350 million bond offering earlier in the year, preserving the company's financial profile while increasing its size and earnings. Fitch believes the acquired EBITDA will lead to Kaiser's total debt/EBITDA trending below 3.0x by YE22. Fitch also views the exposure to the stable, noncyclical packaging end market as a credit positive. Kaiser's ratings reflect its solid business model, including its focus on products with demanding applications and higher barriers to entry, and its ability to pass through metal prices to customers for the majority of its products, partially offset by its high exposure to cyclical end markets. Additionally, the ratings reflect Fitch's expectation of materially weaker aerospace and automotive demand in 2020 due to the coronavirus pandemic. Fitch expects that 2020 shipments could be more than 20% lower compared with 2019 shipments, which results in significantly elevated total debt/EBITDA. KEY RATING DRIVERS Warrick Acquisition Credit Positive: Fitch views Kaiser's intention to acquire Alcoa Warrick LLC for $670 million as a credit positive, as Kaiser intends to fund the transaction with cash on hand, thereby preserving its financial profile while increasing earnings. Fitch believes the acquired EBITDA will lead to total debt/EBITDA trending below 3.0x over the ratings horizon. Additionally, Fitch views the gained exposure to the stable, noncyclical packaging end market as a credit positive. In connection with the acquisition, Kaiser will take on some pension and OPEB obligations for existing employees but not retirees. The pension service cost is manageable at $6 million, and liabilities are estimated at $83 million. High Aerospace/Auto Exposure: Kaiser has high and concentrated exposure to cyclical industries, including aerospace and automotive. Approximately 44% and 15% of 2019 shipments were to the aerospace and automotive industries, respectively. Fitch believes commercial airlines and automotive production will be significantly negatively impacted by the pandemic. Fitch expects weak demand to lead to sharply lower shipments and significantly lower EBITDA generation in 2020. Fitch views cyclical end market exposure as partially offset by Kaiser's entry into the stable packaging end market. Generally, Fitch expects that recovery for the commercial airlines industry could take longer than for automotive, although the timing and magnitude of a post-coronavirus economic recovery currently remains highly uncertain. In the longer term, Fitch believes the aerospace and automotive industries present significant growth opportunities, driven by increasing aluminum content from the light-weighting of vehicles and generally increasing global travel demand over the past 15 years, prior to the 737MAX issues and the pandemic in 2019 and 2020, respectively. Solid Liquidity: Kaiser's issuance of new unsecured notes earlier in the year resulted in significant cash on its balance sheet, however, Kaiser intends to fund the Warrick acquisition with cash. Fitch expects the Warrick acquisition to be FCF positive and to result in an increase in the ABL borrowing base. Given Kaiser's next maturity is not until 2025, Fitch believes it is unlikely Kaiser will prepay debt but expects gross leverage to trend lower over the ratings horizon driven by stronger EBITDA generation after 2020 driven by the Warrick acquisition in addition to economic recovery. Fitch views positively Kaiser's suspension of its share repurchase program to preserve liquidity. Additionally, Fitch believes Kaiser has significant flexibility in the timing of capital spending for its $375 million Trentwood project, targeting project completion by 2025. Leverage to Trend Lower: Kaiser's strategy is to maintain conservative financial leverage and targets net leverage below 2.0x through the cycle. Total debt/EBITDA has remained below 2.5x and, on average, has been below 2.0x over the last four years despite Kaiser's exposure to cyclical end markets. However, Fitch expects gross leverage to significantly increase in 2020 and remain elevated over the next year driven by lower EBITDA generation and the issuance of new notes. Fitch expects total debt/EBITDA to trend below 3.0x in 2022 with acquired EBITDA generation from the Warrick acquisition and recovery of the underlying business. Solid Business Model: Kaiser focuses on products with demanding applications and higher barriers to entry, which tend to command a premium and differentiates its product mix from competitors. Kaiser's EBITDA margins tend to fluctuate much less than aluminum prices as a result of the company's ability to pass through the majority of metal prices on to its customers and its utilization of hedges to hedge most of the remaining metal price risk. Customer/End Market Concentration: Kaiser has significant customer concentration and end market concentration risk. Reliance Steel & Aluminum Co. (BBB/Stable) and The Boeing Company (BBB-/Negative) are Kaiser's two largest customers, representing a combined 43% of sales in 2019. Kaiser also has significant and concentrated market exposure to cyclical industries, including aerospace and automotive, which accounted for 53% and 13% of 2019 net sales, respectively. Fitch views Kaiser's entry into the stable noncyclical packaging end market, long customer relationships and exposure to industries with solid longer-term growth prospects as partially offsetting customer concentration and market concentration risk. DERIVATION SUMMARY Kaiser is smaller, less diversified by end market and has weaker projected leverage metrics compared with leading global rolled aluminum sheet producer Arconic Corporation (BB+/Negative), although Arconic has weaker margins and meaningful pension obligations. Kaiser has similar end market exposure, although it is more diversified by end market than global engineering products provider Howmet Aerospace Inc. (BBB-/Stable). Howmet is significantly larger, has higher EBITDA margins and has more favorable projected leverage metrics. Kaiser is significantly smaller and has higher exposure to cyclical end markets than globally leading rolled aluminum products and can recycler Novelis Inc. (NR), although Kaiser has higher EBITDA margins. Kaiser is smaller, less diversified by end market and has less favorable gross leverage metrics compared with global industrial bearings manufacturer The Timken Company (BBB-/Negative). KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- The Warrick acquisition closes at the end of 1Q20 for $670 million, funded entirely with cash on the balance sheet. -- A sharp decline in shipments in 2020 driven by the pandemic's impact on the commercial airline industry and automotive production. -- Slow recovery in aerospace shipments in 2021 and 2022, not recovering to near 2019 levels until 2023. -- Automotive shipments recover moderately in 2021 and 2022 but do not recover to near 2019 levels until 2023. -- Aluminum prices of $1,650/tonne in 2020, $1,650/tonne in 2021, $1,800/tonne in 2022 and $1,900/tonne in 2023. -- Material capex delayed until 2022. -- Dividends remain at current levels. -- No further acquisitions and no share repurchase through the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Total debt/EBITDA sustained below 3.0x. -- Net debt/EBITDA expected to be sustained below 2.5x. -- EBIT margins sustained above 8%, reflective of improved market conditions. -- EBITDA trending above $325 million, signaling a recovery of the underlying business and the successful integration of the Warrick acquisition. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Total debt/EBITDA trending higher after 2020 and/or expected to be sustained above 4.0x in 2022. -- Net debt/EBITDA sustained above 3.0x before 2022. -- EBIT margins sustained below 7%. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: Cash and cash equivalents were $750.1 million as of Sept. 30, 2020, and availability under the $375 million ABL was $253.3 million ($7.7 million utilized for letters of credit; no borrowing). The ABL is subject to a borrowing base and a 1.0x fixed charge coverage covenant if excess availability is less than the greater of (i) 10% of the line cap (minimum of $375 million and the borrowing base) and (ii) $30 million. FCF has been positive historically and is expected to be neutral to positive before spending on the $375 million, multi-year expansion and operational security investment project at the Trentwood facility. The initial phase of the project involves a new $145 million heavy gauge plate stretcher. The timing of the investments will ultimately depend on market conditions. Fitch believes liquidity is sufficient to support spending on the project. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. KD BELLE TERRE: Taps Quality Title Services as Escrow Agent ----------------------------------------------------------- KD Belle Terre, L.L.C., seeks authority from the U.S. Bankruptcy Court for the Middle District of Louisiana to employ Quality Title Services LLC as its escrow agent, agent title attorney and closing agent in connection with the closing of the sale of Belle Terre Plaza from the Debtor to MH&JD Belle Terre Marketplace, LLC. For closing and title services, Quality Title will charge the applicable filed rate of insurance, in accordance with the Louisiana statutory law as promulgated by the Louisiana Department of Insurance, which is approximately .005 percent for the issuance of a owner's Title Policy, as well as a Lender's Title Policy, and related purchaser and/or lender required endorsements, in connection with the sale from the Debtor to purchaser. Joseph Marriott, title attorney at Quality Title, assures the court that he and the firm do not represent an interest adverse to the Debtor or its estates, and are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joseph Marriott Quality Title Services LLC 3621 Ridgelake Dr, Ste 207 Metairie, LA 70002 Phone: (504) 834-7171 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. KIT CARSON: Seeks to Hire Kamm & McConnell as Special Counsel ------------------------------------------------------------- Kit Carson Home & Museum, Inc. seeks approval from the U.S. Bankruptcy Court for the District of New Mexico to hire Kamm & McConnell, LLC as its special counsel in relation to lease assumption and associated matters. Since its incorporation, Kit Carson Home's mission has been to maintain the home that once belonged to Kit Carson, since established as a museum showcasing Kit Carson's life. Kit Carson's former house and associated buildings that are now operated as a museum are herein referred to as the property. In August of 2013, Bent Lodge #42 AF&AM and Kit Carson Home entered into a fifty-year lease of the property. On Oct. 21, 2019, Bent Lodge sued Kit Carson Home in the matter styled Bent Lodge #42 AF&AM v. Kit Carson Home & Museum, Inc. and numbered D-820-CV-2019-00488. The state court case is still pending. On Nov. 17, 2020, the Debtor filed its Motion to Assume Unexpired Lease with Bent Lodge #42 AF&AM. The Debtor anticipates that Bent Lodge will oppose the Motion to Assume and that litigation may occur as a result. Kamm & McConnell will provide legal actions reasonably necessary and incident to ensuring that Debtor may assume the lease in its bankruptcy proceeding. Kamm & McConnell will charge an hourly rate of $250 for Steve McConnell. Kamm & McConnell has no connection with the Debtor, United States Trustee, or Debtor's creditors or any other party in interest or its respective attorneys, according to court filings. The counsel can be reached through: Steve McConnel, Esq. Kamm & McConnell, LLC 300 Cook Avenue P.O. Box 1148 Raton, NM 87740-1148 Phone: (505) 445-5575 Fax: (505) 445-5621 About Kit Carson Home & Museum, Inc. Kit Carson Home & Museum, Inc., a history museum based in Taos, N.M., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 20-12130) on November 8, 2020. At the time of the filing, Debtor had estimated assets of between $50,001 and $100,000 and liabilities of between $100,001 and $500,000. Nephi D. Hardman Attorney at Law, LLC is Debtor's legal counsel. KLAUSNER LUMBER TWO: Seeks to Hire Curtis Mallet-Prevost as Counsel ------------------------------------------------------------------- Klausner Lumber Two, LLC filed a supplemental application seeking approval from the U.S. Bankruptcy Court for the District of Delaware to employ Curtis, Mallet-Prevost, Colt & Mosle LLP as its immigration and tax counsel. Due to the length and complexity of the Chapter 11 case, the Debtor now requires expansion of the employment and retention of Curtis to include acting as counsel in all immigration matters and tax matters, as necessary. Additional information concerning Curtis' representation, disinterestedness, and compensation found in the Initial Application remain true and applicable to this Supplemental Application. The firm can be reached through: Robert Prusak, Esq. Curtis, Mallet-Prevost, Colt & Mosle LLP 101 Park Avenue New York, NY 10178 Tel: (212) 696-6000 Fax: (212) 697-1559 About Klausner Lumber Two Klausner Lumber Two, LLC, a sawmill company in Enfield, N.C., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11518) on June 10, 2020. Robert Prusak, chief restructuring officer, signed the petition. At the time of the filing, Debtor had estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Karen B. Owens oversees the case. Debtor has tapped Westerman Ball Ederer Miller Zucker & Sharfstein, LLP and Morris, Nichols, Arsht & Tunnell, LLP as its bankruptcy counsel; Asgaard Capital LLC as restructuring advisor; and Cypress Holdings LLC as investment banker. The U.S. Trustee for the District of Delaware appointed a committee of unsecured creditors in Debtor's Chapter 11 case on June 25, 2020. The committee has tapped Elliott Greenleaf, P.C. as its legal counsel and EisnerAmper LLP as its financial advisor. LARRY FREDERICK: Plan, Disclosure Statement & Assets Sale Withdrawn ------------------------------------------------------------------- Judge Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania withdrew without prejudice (A) the Plan of Reorganization, (B) the Disclosure Statement, and (C) the proposed sale of (a) the following parcels of real property along with the improvements and any buildings or structures located thereon: (i) 1098 Frederick Road, Martinsburg, Pennsylvania, Blair County Map Number 20.00-09.-009.00-000, Acreage - 161.320; (ii) 1219 Frederick Road, Martinsburg, Pennsylvania, Blair County Map Number 20.00-09..-008.00-000, Acreage - 66.74; and (iii) 62 Acre Parcel off of Kensinger Road, Map Number 20.00-12..-001.00-000; and (b) various pieces of farming equipment, to Eric and Jennifer Frederick pursuant to their Purchase and Sale Agreement dated May 20, 2020 for $2.6 million, "as-is, where-is," free and clear of liens, filed by Larry Frederick and Sharon Frederick. A hearing on the Motions was held on Dec. 3, 2020 at 10:00 a.m. The Buyer of the Property is the son of the Joint Debtors. Jennifer Frederick is their daughter-in-law. M&T has a first position lien on the real property and equipment while the United States Farm Service Agency ("FSA") has a first position lien on the livestock. There is no equity in the assets beyond the liens of M&T and the FSA. A copy of the Agreement and the Exhibits is available at https://tinyurl.com/yac7n29y from PacerMonitor.com free of charge. Larry Frederick and Sharon Frederick sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 18-70870) on Dec. 20, 2018. The Debtors tapped Robert O. Lampl, Esq., at Robert O. Lampl Law Office as counsel. LBM ACQUISITION: Fitch Assigns B(EXP) IDR Amid Bain Capital Deal ---------------------------------------------------------------- Fitch Ratings has assigned a Long-term Issuer Default Rating (IDR) to LBM Acquisition, LLC at 'B(EXP)' following the announced acquisition of the company by Bain Capital Private Equity, LP (Bain Capital) and the related financing arrangements. Fitch has also assigned a 'B+(EXP)'/'RR3' rating to the proposed senior secured term loan and a 'CCC+(EXP)'/'RR6'rating to the proposed senior unsecured notes. The Rating Outlook is Stable. The expected ratings are predicated on the completion of the acquisition of the company by Bain Capital and the planned financing activities. The expected ratings will be converted to final ratings after the acquisition is completed with financing arrangements that are consistent with Fitch's expectations. LBM's expected IDR reflects the high expected leverage levels after the close of the transaction, the company's relatively weaker competitive position as a distributor in the building products supply chain, the high cyclicality of its end-markets and its weak profitability metrics. Fitch's expectation for residential housing growth and a stabilizing commodity environment into 2021 supports modest deleveraging in the intermediate-term through EBITDA growth. The company's large scale, breadth of product offerings, extended debt maturity schedule and adequate liquidity positions are also factored into the expected ratings. KEY RATING DRIVERS High Leverage Levels: Fitch expects pro forma (including acquisitions completed from January to November 2020) total debt-to-operating EBITDA (based on Fitch-adjustments) to be 6.6x for the LTM period ending Sept. 30, 2020 after the consummation of the transaction by Bain Capital. The strong residential housing backdrop and stabilizing commodity environment entering 2021 supports Fitch's forecast for modest deleveraging to below 6x by YE2021, driven by revenue growth and slight EBITDA margin expansion. Fitch forecasts limited debt paydown in the next couple of years as the company pursues additional bolt-on M&A with FCF generation. Weak Overall Competitive Position: The company's competitive position is weak relative to more highly-rated building products manufacturers in Fitch's coverage due to its position as a distributor in the supply chain, LBM's relatively low brand equity, and the company's limited value-added product offerings. Fitch believes the company has little competitive advantage relative to competitors of similar or greater scale. Breadth of product offerings and national scale provides some competitive advantages relative to distributors with only local presences and niche product offerings. The company estimates its market share within the markets it serves is around 8%-10%, which is strong for the industry, but modest on an absolute basis. Fitch estimates that U.S. LBM is the fifth largest (after accounting for the pending Builders FirstSource and BMC merger) professional building products distributor in the United States. The company believes it has the number one or number two market position in its key markets. Low EBITDA and FCF Margins: LBM's profitability metrics are commensurate with a 'B'-category building products issuer and are roughly in line with large distributor peers. Fitch-adjusted EBITDA margins have historically been in the 6%-7% range while FCF margins have sustained in the low-single digits. Fitch expects EBITDA margins to situate in the 7.0%-7.5% range during the forecast period, driven by stronger operating leverage and some fixed-cost takeout in 2020. The company's highly variable cost structure and ability to wind down working capital should help preserve positive FCF and liquidity through a modest construction downturn, but material declines in EBITDA margins could lead to unsustainable long-term leverage levels. Financial Flexibility: LBM will have good financial flexibility following the close of the acquisition by Bain Capital due to its extended debt maturity schedule and adequate liquidity position. The company's near-term debt maturities are limited to 1% term loan amortization per year until the term loan comes due in 2027. The ABL facility will have $175 million outstanding out of $500 million maximum capacity and will mature in 2025. Fitch forecasts EBITDA-to-interest paid to be sustained around 3x from 2020 to 2023 in its base-case assumptions. Broad Product Offering: LBM offers a comprehensive suite of products for homebuilders and other construction professionals, including structural, interior and exterior products as well as some installation services and light manufacturing capacity, enabling the company to be a one-stop shop for residential and commercial construction needs. This product breadth enhances customer relationships, provides some competitive advantage over smaller distributors and diversifies the company's supplier base. Aggressive Capital Allocation Strategy: Fitch expects ownership under Bain Capital to maintain an aggressive posture towards its balance sheet and an acquisitive growth strategy. Fitch believes ownership has a relatively high leverage tolerance as evidenced by the high leverage multiple at the close of the transaction. Under previous ownership but the same management team, the company lowered leverage by over two turns of leverage from 2016 to 2019, ending 2019 at 4.7x total debt-to-operating EBITDA, according to Fitch measurements. Management and new ownership have expressed a desire to focus on deleveraging through debt reduction and EBITDA growth. Fitch expects most FCF to be applied towards bolt-on acquisitions during the forecast period. Highly Cyclical End-Markets: The majority of LBM's sales are directed to highly cyclical end-markets. Management estimates that about 51% of sales are to new single-family home construction, 15% to multi-family construction, 11% to commercial construction and 5% to other end markets. The remaining 18% of sales are exposed to the residential repair and remodel end-market, which Fitch views as less cyclical than new construction activity. The company's substantial exposure to new construction weighs negatively on the credit profile when compared to other building products suppliers with more stable end-market exposure. Credit metrics and profitability may be more volatile than peers with higher repair and replacement demand exposure through the construction cycle. DERIVATION SUMMARY LBM has weaker credit and profitability metrics than Fitch's publicly-rated universe of building products manufacturers, which are concentrated in low-investment grade rating categories. These peers typically have total debt-to-operating EBITDA of less than or equal to 3x, global operating profiles and stronger market share than LBM. The company is smaller in scale but has similar end-market exposure, profitability metrics and product offerings to its closest publicly-traded peer, Builders FirstSource, Inc. (BLDR: prior to its merger with BMC), but BLDR has substantially lower leverage levels. LBM has similar leverage levels and profitability metrics to Beacon Roofing Supply, Inc (BECN), but BECN has higher exposure to less cyclical repair and replacement demand. KEY ASSUMPTIONS -- Fitch expects pro forma total debt-to-operating EBITDA to be about 6.6x after the close of the transaction with Bain Capital; -- Mid-single digit organic revenue growth in 2020 and 2021 supported by residential housing strength, partially offset by weakness in commercial construction activity; -- Fitch-adjusted EBITDA margins sustain in the 7.0%-7.5% range; -- FCF generation of roughly $100 million-150 million annually, translating to FCF margins consistently in the low-single digits; -- The company deploys about $100 million annually to bolt-on M&A activity; -- Additional FCF applied towards debt reduction. Proceeds may be applied towards shareholder distributions as leverage declines; -- Total pro forma debt-to-operating EBITDA of 5.8x at YE2021 and 5.4x at YE2022 and EBITDA/interest paid above 3.0x during those years. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Fitch's expectation that total debt-to-operating EBITDA will be sustained below 4.5x; -- The company lowers its end-market exposure to the new home construction market to less than 50% of sales in order to reduce earnings cyclicality and credit metric volatility through the housing cycle; -- The company maintains a strong liquidity position with no material short-term debt obligations. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- Fitch's expectation that total debt-to-operating EBITDA will be sustained above 6.0x; -- Operating EBITDA/Interest paid falls below 2.0x; -- Fitch's expectation that FCF generation will approach neutral or fall to negative. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects the company to have an adequate liquidity position at the close of the pending purchase transaction with Bain Capital, supported by the company's expected ABL revolver capacity. Fitch expects about $175 million of the proposed $500 million ABL revolver to be outstanding on the revolver post-transaction close. The company will most likely have very little cash on balance sheet at close. Some additional borrowings will likely be used to fund bolt-on acquisitions closing before year-end. The company will also have $300 million of delayed draw term loan capacity for 24 months after close for acquisitions and capex, subject to a pro forma first-lien net leverage test of less than or equal to 4.5x. Maturity Schedule: Fitch expects the company to have no meaningful debt maturities post-transaction close until 2025, when the company's ABL revolver comes due. The term loan and senior unsecured notes have expected maturities of seven and eight years, respectively. The term loan will amortize at 1% annually and will be subject to an excess cash flow sweep. ESG Considerations Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or to the way in which they are being managed by the entity. LIFETIME BRANDS: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------------- S&P Global revised its outlook on U.S.-based Lifetime Brands Inc. to stable from negative and affirmed the 'B' issuer credit rating. At the same time, S&P affirmed its 'B' issue-level rating on the company's senior secured debt. The '3' recovery rating is unchanged and indicates its expectation for a meaningful recovery (50%-70%; rounded recovery: 50%) in the event of a payment default. Demand recovery and cost-cutting initiatives will support improved earnings, driving stronger credit metrics compared to our previous expectations when the pandemic began. The company's leverage declined to 4.8x for the 12 months ended Sept. 30, 2020, compared to 7.4x for the same prior-year period. This decline was due to stronger-than-expected consumer demand for kitchenware products domestically, driving top-line sales growth of 3.2% for the quarter ended Sept. 30, 2020, over the same prior-year period. Consumers increased at-home dining following government-mandated movement restrictions to slow the spread of the COVID-19 pandemic. While tableware and home solution segment sales declined 10.5% and 20.5% respectively in third-quarter fiscal 2020 compared to the same prior-year period due to delayed retailer programs, lower back-to-school sales, and weaker foodservice sales, this was not enough to offset domestic kitchenware sales growth; these sales made up about 48% of total 2019 revenues. International segment sales grew 14.3% in third-quarter fiscal 2020 over the previous year period due to stronger e-commerce sales and improved order fulfillment processes, which was enabled due to the European warehouse consolidation and restructuring initiatives. Improved EBITDA margins are likely sustainable due to cost-saving measures. The company improved EBITDA margins to 11.8% for the 12 months ended Sept. 30, 2020 from 9.1% a year ago due to improved product and customer mix, reduced operating expenses, reduced advertising spending, and savings in international distribution costs due to the facility consolidation. The company reduced selling, general, and administrative expenses by reducing marketing and selling expenses to manage through COVID-19, and we expect this to unwind in fiscal 2021 as the operating environment further stabilizes. Lifetime Brands reduced costs and expanded drop shipping capabilities in its European operations, through warehouse consolidation, which resulted in European distribution costs declining to 15.5% of segment sales in third-quarter fiscal 2020 from 24.7% in the first quarter. S&P expects some of this benefit will moderate due to higher transportation costs throughout Europe due to Brexit. Still, S&P expects the company to maintain adjusted EBITDA margins of 11%-12% over the next 12 months. Sales trends could moderate in 2021 as the benefits from the pandemic wane. S&P said, "We expect consumer demand to remain strong in the near term, driving incremental sales improvement as COVID-19 cases surge and greater consumer adoption of e-commerce for the winter holiday season sales. However, we expect kitchenware sales to moderate as a vaccine is introduced and consumers transition back to regular dining habits in the back half of fiscal 2021. We expect the company's hospitality and back-to-school businesses to begin recovering in the back half of fiscal 2021. We also expect the company to grow its foodservice business, particularly through capturing share in the tabletop market through its Mikasa brand." The company's asset-light business model should support continued good cash flow generation and manageable debt leverage. S&P said, "We expect the company to generate discretionary cash flow (free cash flow after dividends) of at least $20 million in 2020 and 2021. We expect a reversal in some of the working capital benefit as payment terms are shortened and the company invests in additional inventory to meet expected future demand. The company has historically been a good cash flow generator, with its asset-light business model that only requires approximately 1% of sales spent on capital expenditures (capex). We expect the company to remain conservative with its cost structure and leverage its new consolidated warehouse in the U.K. to continue improving EBITDA, resulting in our expectation for 4.5x-5x leverage for fiscal 2020 and 2021. However, we believe that leverage could rise for strategic acquisitions, supporting our expectation that leverage will manage around 5x or above over the long term." The company's past performance has been choppy, resulting in leverage fluctuating between 4x-7x given its small EBITDA base, tariffs, and integration issues. The company's small EBITDA base makes leverage fluctuation a risk. Historically, the company generated adjusted EBITDA of $60 million-$70 million as it integrated acquisitions, managed through tariffs, and restructured its operations. S&P said, "While adjusted EBITDA for the 12 months ended Sept. 30, 2020, was $88 million, we expect that if the company engages in restructuring programs and demand wanes, EBITDA could rapidly decline. Additionally, the company historically has been acquisitive, utilizing debt funding to acquire Filament in 2018. While not modeled in our base case, we believe that with its small EBITDA base, and history of profit volatility and making debt-funded acquisitions could result in leverage fluctuation between 4x-7x." The stable outlook reflects S&P's view that the company will sustain its margin improvements and cash flow generation, resulting in debt leverage sustained around 5x. S&P could lower the rating if it expects leverage to approach 7x, which could happen if: -- The U.S. economy or other major economies enter a prolonged recession, decreasing discretionary spending and demand for the company's products; -- The company adopts a more aggressive financial policy through greater debt-funded shareholder returns or acquisitions; or -- S&P expects cash flow generation to materially deteriorate. S&P could raise the rating if it expects the company to sustain its improved performance and demonstrate more conservative financial policies, resulting in leverage sustained below 5x. S&P believes this could occur if: -- S&P does not expect the company to pursue large, debt-funded shareholder returns or acquisitions; -- Product mix continues to remain favorable, and demand tailwinds and cost-savings initiatives continue to drive EBITDA expansion; and -- S&P expects macroeconomic conditions to continue to stabilize. LIVE PRIMARY: Unsecured Creditors to be Paid in Full Over 10 Months ------------------------------------------------------------------- Live Primary, LLC filed the First Amended Disclosure Statement relating to Chapter 11 Plan of Reorganization on December 1, 2020. The Plan contemplates the cancellation of the Notes and, in exchange therefor, the Noteholders' receipt of Reorganized Debtor Common Interests. The Plan also contemplates that the Debtor will raise new equity investments of approximately $500,000, in exchange for which such investors will receive Reorganized Debtor Preferred Interests and Reorganized Debtor Common Interests. In addition, the Plan contemplates that the Bankruptcy Court will authorize the Debtor to enter into that certain Fourth Amendment to Lease with the landlord, made as of October 1, 2020 and further authorize the Debtor to assume the Lease as amended by such amendment. Finally, the Plan contemplates that the Bankruptcy Court shall have deemed the Claims of Insiders, Interests in the Debtor by Final Order. The Plan is the product of consensual discussions among the Debtor, the Noteholders, and the landlord under the Lease. Class IV consists Allowed General Unsecured Claims Except for General Unsecured Claims of Noteholders, Insiders, Office Space Members and the SBA. To date, and without accounting for duplicates, an aggregate amount of approximately $100,000 of General Unsecured Claims Except for General Unsecured Claims of Noteholders, Insiders, Office Space Members, and the SBA had been scheduled by or filed against the Debtor. Holders of Allowed General Unsecured Claims Except General Unsecured Claims of Noteholders, Insiders, Office Space Members and the SBA shall receive, in full and final satisfaction, release and settlement of such Allowed Claim, Distributions in Cash equal to such Allowed General Unsecured Claim, which Distributions shall be paid in ten (10) equal consecutive monthly installments of ten percent (10%) of such Allowed General Unsecured Claim. Class V consists of Allowed General Unsecured Claims of Office Space Members and the SBA Unsecured Claim. Each such holder shall be paid by the Debtor from and after the Effective Date in the amounts and on the terms and conditions of the underlying agreements evidencing such Claims, and the holders of such Allowed Claims shall retain all of the rights provided to such holders under such agreements, without modification by the Plan. If the Plan is confirmed, the total amount of anticipated General Unsecured Claims of Office Space Members and the SBA Unsecured Claim will be approximately $390,000. The Interests of the Holders of Class VII Allowed Interests shall be cancelled as of the Effective Date. The Plan shall be funded by Available Cash on hand on the Effective Date. Distributions of Cash to be made under the Plan will derive from equity investments aggregating approximately $500,000 to be made to the Reorganized Debtor in exchange for which such investors will receive their proportionate share of one hundred percent (100%) of the Reorganized Debtor Preferred Interests and, upon payment, their proportionate share of seventy-three percent (73%) of the Reorganized Debtor Common Interests. A full-text copy of the First Amended Disclosure Statement dated December 1, 2020, is available at https://tinyurl.com/y35slr4w from PacerMonitor at no charge. A redlinedcopy of the First Amended Disclosure Statement dated December 2, 2020, is available at https://tinyurl.com/y4c6at4n from PacerMonitor.com at no charge. Counsel to the Debtor: ROSEN & ASSOCIATES, P.C. 747 Third Avenue New York, New York 10017-2803 Tel: (212) 223-1100 Sanford P. Rosen Christine McCabe Dehney About Live Primary LLC Live Primary dba Primary -- https://liveprimary.com/ -- is a co-working and shared office space featuring an array of amenities designed to help people feel good while working to make their businesses thrive. It sought protection under Chapter 11 of the US Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-11612) on July 12, 2020. At the time of filing it has an estimated assets of $1 million to $10 million and an estimated liabilities of $10 million to $50 million. The case is assigned to Judge Martin Glenn. Sanford P. Rosen, Esq. of Rosen and Associates PC is the Debtor's counsel. David Kirshenbaum as Investor Representative for the Noteholders is represented by Daniel J. Weiner, Esq. at Schafer & Weiner, PLLC. Broadway 26 Waterview, LLC, the Debtor's Landlord, is represented in the case by Jay B. Itkowitz, Esq. at Itkowitz PLLC. LKLEE LLC: Seeks to Hire Fritz Law Firm as Bankruptcy Counsel ------------------------------------------------------------- LKLEE, LLC, seeks authority from the U.S. Bankruptcy Court for the Middle District of Alabama to hire Fritz Law Firm, LLC as its bankruptcy counsel. LKLEE, LLC requires Fritz Law Firm to: a. give the Debtor legal advice with respect to its powers and duties as the debtor-in-possession in the continued operation of the business and management of the property owned; b. prepare on behalf of the debtor-in-possession necessary applications, schedules, answers, orders, reports and other legal papers; c. represent the debtor-in-possession in all bankruptcy hearings; d. assist in the preparation of the Disclosure Statement and Chapter 11 Plan; and e. perform all other legal services for debtor-in-possession which may be necessary herein. Fritz Law Firm will be paid at the hourly rate of $290. On Nov. 24, 2020, Debtor paid the Firm as a retainer in the amount of $1,717. Fritz Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. Friz, Sr., partner of Fritz Law Firm, LLC, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fritz Law Firm can be reached at: Michael A. Friz, Sr., Esq. FRITZ LAW FIRM, LLC 25 South Court St., Suite 200 Montgomery, AL 36117 Tel: (334) 230-9790 Fax: (334) 230-9789 About LKLEE, LLC LKLEE, LLC is primarily engaged in renting and leasing real estate properties. LKLEE, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 19-83464) on Nov. 23, 2020. In the petition signed by Lisa Lee, managing member, the Debtor estimated $1 million to $10 million in both assets and liabilities. Michael A. Fritz, Sr., Esq. at FRITZ LAW FIRM serves as the Debtor's counsel. LRGHEALTHCARE: 10 Bidders Express Interests in Buying Assets ------------------------------------------------------------ Alia Paavola, writing for Hospital CFO Report, reports that ten parties have indicated they are interested in purchasing some or all assets of bankrupt LRGHealthcare, according to the Concord Monitor. The 10 parties, all connected to the healthcare industry, signed confidentiality agreements that allow them to access more details about the bankrupt hospital system's finances. Although the parties signed nondisclosure agreements, it doesn't mean they will all make a bid, but LRGHealthcare CEO Kevin Donovan said he thinks that some will make an offer at the Dec. 16, 2020 auction. "I expect it will be greater than one and less than 10," Mr. Donovan at a creditors hearing, according to the Concord Monitor. LRGHealthcare, a two-hospital system in Laconia, N.H., filed for Chapter 11 bankruptcy protection Oct. 19. 2020. The bankruptcy filing will help the system relieve its debt load of more than $100 million. One known bidder is Concord (N.H.) Hospital, which made an initial bid of $30 million to purchase LRGHealthcare's assets, which include two hospitals and a network of ambulatory care centers. About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on October 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. LRGHEALTHCARE: Committee Hires CBIZ Accounting as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors of LRGHealthcare seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to retain CBIZ Accounting, Tax and Advisory of New York, LLC as its financial advisor. The Committee requires CBIZ to: a. Assist the Committee in its evaluation of the Debtor's post-petition cash flow and/or other projections and budgets prepared by the Debtor; b. Monitor the Debtor's activities regarding cash expenditures subsequent to the filing of the petition under Chapter 11; c. Assist the Committee in its review of monthly operating reports submitted by the Debtor; d. Manage or assist with any investigation into the pre-petition acts, conduct, transfers of property and/or funds, liabilities and financial condition of the Debtor, its management, or creditors, including the operation of the Debtor's business; e. Provide financial analysis related to use of cash collateral, including advising the Committee concerning such matters, if applicable; f. Analyze transactions with vendors, insiders, related and/or affiliated entities, prior and subsequent to the date of the filing of the petitions under Chapter 11; g. Assist the Committee or its counsel in any litigation proceedings against insiders and other potential adversaries; h. Assist the Committee in its review of the financial aspects of any proposed sale and/or plan of reorganization/liquidation; i. Attend meetings with representatives of the Committee and its counsel, and prepare presentations to the Committee that provides analyses and updates on diligence performed; and j. Perform any other services that may be necessary in our role as financial advisor to the Committee or that may be requested by Committee counsel or the Committee. The current hourly rates charged by CBIZ NY for professional services range from $195 to $800. CBIZ NY has agreed that it will cap its highest hourly rate at $595. Charles M. Berk, managing director of CBIZ, disclosed in a court filing that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles M. Berk, CPA CBIZ Accounting, Tax and Advisory of New York, LLC 5 Bryant Park 1065 Avenue of Americas, 11th Floor New York, NY 10018 Phone: (212) 790-5700 Email: cbiznewyork@cbiz.com About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on October 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. On Oct. 23, 2020, the Office of the United States Trustee appointed the Committee pursuant to section 1102(a) of the Bankruptcy Code. The Committee tapped Sills Cummis & Gross P.C. as its attorney and Drummond Woodsum as its co-counsel. CBIZ Accounting, Tax and Advisory of New York, LLC serves as the Committee's financial advisor. The U.S. Trustee for Region 1 appointed a committee of unsecured creditors on Oct. 23, 2020. The committee is represented by Sills Cummis & Gross P.C. LRGHEALTHCARE: Committee Hires Drummond Woodsum as Co-Counsel ------------------------------------------------------------- The official committee of unsecured creditors of LRGHealthcare seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to retain Drummond Woodsum as its co-counsel. The Committee requires Drummond Woodsum to: a. Provide legal advice regarding the committee's rights, powers, and duties in this case. b. Prepare all necessary applications, answers, responses, objections, orders, reports, and other legal papers. c. Represent the committee in any and all matters arising in this case, including any dispute or issue with the Debtor or other third parties. d. Appear at hearings and other proceedings to represent the interests of the committee. e. Assist the committee in its investigation and analysis of the Debtor, its capital structure, and issues arising in or related to this case, including but not limited to the review and analysis of all pleadings, claims, and bankruptcy plans that might be filed in this case, and any negotiations or litigation that may arise out of or in connection with such matters, the Debtor's operations, the Debtor’s financial affairs, and any proposed disposition of the Debtor's assets. f. Represent the committee in all aspects of any sale and bankruptcy plan confirmation proceedings. g. Perform any and all other legal services for the committee that may be necessary or desirable in this case. Drummond Woodsum will be compensated based on their individual standard hourly rates, as well as be reimbursed for its actual and necessary expenses on a cost basis. The primary Drummond Woodsum professionals providing services to the Committee and their hourly rates are: Jeremy R. Fischer (Shareholder) $380 Kellie W. Fisher (Associate) $310 Benjamin E. Marcus (Shareholder) $425 Samantha Hayes (Paralegal) $175 Chris Hunter (Paralegal) $150 Jeremy R. Fischer, an attorney at Drummond Woodsum, assures the court that the firm does not hold or represent any interest adverse to the committee, the Debtor, or the Debtor's estate; and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeremy R. Fischer, Esq. Drummond Woodsum 84 Marginal Way #600 Portland, ME 04101 Phone: (207) 772-1941 About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on October 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. The U.S. Trustee for Region 1 appointed a committee of unsecured creditors on Oct. 23, 2020. The committee is represented by Sills Cummis & Gross P.C. LRGHEALTHCARE: Committee Hires Sills Cummis & Gross as Co-Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of LRGHealthcare seeks approval from the U.S. Bankruptcy Court for the District of New Hampshire to retain Sills Cummis & Gross P.C. as its co-counsel. The Committee requires Sills Cummis to: a. provide legal advice regarding the Committee's rights, powers, and duties in this case. b. prepare all necessary applications, answers, responses, objections, orders, reports, and other legal papers. c. represent the Committee in any and all matters arising in this case, including any dispute or issue with the Debtor or other third parties. d. appear at hearings and other proceedings to represent the interests of the Committee. e. assist the Committee in its investigation and analysis of the Debtor, its capital structure, and issues arising in or related to this case, including but not limited to the review and analysis of all pleadings, claims, and bankruptcy plans that might be filed in this case, and any negotiations or litigation that may arise out of or in connection with such matters, the Debtor's operations, the Debtor’s financial affairs, and any proposed disposition of the Debtor's assets. f. represent the Committee in all aspects of any sale and bankruptcy plan confirmation proceedings. g. perform any and all other legal services for the Committee that may be necessary or desirable in this case. Sills Cummis will be compensated based on their individual standard hourly rates, as well as be reimbursed for its actual and necessary expenses on a cost basis. Sills Cummis' hourly rates are: Members $575 - $950 Of Counsels $425 - $725 Associates $325 - $650 Paralegals $195 - $295 Professionals who have primary responsibility for providing services to the Committee are: Andrew H. Sherman, Member $895 Boris I. Mankovetskiy, Member $795 Lucas F. Hammonds, Of Counsel $675 Daniel J. Harris, Of Counsel $675 Rachel E. Brennan, Associate $650 Gregory Kopacz, Associate $625 Andrew H. Sherman, an attorney at Sills Cummis, assures the court that the firm does not hold or represent any interest adverse to the committee, the Debtor, or the Debtor's estate; and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Andrew H. Sherman, Esq. Sills Cummis & Gross P.C The Legal Center One Riverfront Plaza Newark, NJ 07102 Phone: (973) 643-6982 Email: asherman@sillscummis.com About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on October 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. On Oct. 23, 2020, the Office of the United States Trustee appointed the Committee pursuant to section 1102(a) of the Bankruptcy Code. The Committee tapped Sills Cummis & Gross P.C. as its attorney and Drummond Woodsum as its co-counsel. LRGHEALTHCARE: Opposes U.S. Trustee's Bid for CPO Appointment ------------------------------------------------------------- LRGHealthcare filed with the U.S. Bankruptcy Court for the District of New Hampshire an objection to the U.S. Trustee's motion for an order directing the appointment of a Consumer Privacy Ombudsman. The Debtor stated that Sec. 363 of the Bankruptcy Code explicitly permits patient information to be transferred in connection with a sale of Debtor's assets to a buyer who is or will be bound by Health Insurance Portability and Accountability Act's (HIPAA) requirements on the use of that information, without the need for the appointment of a privacy ombudsman. The Debtor added that many of the tasks a privacy ombudsman would generally perform would otherwise be performed by a PCO in a healthcare case. Accordingly, the Court has already determined that the appointment of a patient care ombudsman ("PCO") is not warranted, and for similar reasons, the Debtor believes that the appointment of a consumer privacy ombudsman is without merit. A full-text copy of the Objection is available at https://bit.ly/3gdX0wI from PacerMonitor.com for free. About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community-based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on October 19, 2020. The petition was signed by Kevin W. Donovan, president and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Judge Bruce A. Harwood oversees the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. The U.S. Trustee for Region 1 appointed a committee of unsecured creditors on Oct. 23, 2020. The committee is represented by Sills Cummis & Gross P.C. MAJESTIC HILLS: Seeks to Hire Dingess Foster as Special Counsel --------------------------------------------------------------- Majestic Hills, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to hire Dingess, Foster, Luciana, Davidson & Chleboski LLP as its special counsel. On Nov. 2, 2020, the Pennsylvania Department of Environmental Protection (PADEP) issued an administrative order against the Debtor, Majestic Hills, LLC. The Debtor wishes to retain the law firm of Dingess to appeal this administrative order and represent its interests. The law firm has agreed to represent the Debtor for a retainer of $5,000 which was provided by JND Properties, LLC. Further, the law firm will charge an hourly rate of $495 for legal services performed by Joseph L. Luciana and Haig M. Sakoian will charge an hourly rate of $300 per hour for services to be performed and $175 for legal services performed by other legal staff including paralegals, law clerks, etc. Joseph L. Luciana, Esq., an attorney at Dingess Foster, assures the court that the law firm represents no interest adverse to the bankruptcy estate. The law firm can be reached through: Joseph L. Luciana, Esq. Dingess, Foster, Luciana, Davidson & Chleboski LLP 20 Stanwix Street, Third Floor Pittsburgh, PA 15222 Phone: (412) 926-1800 About Majestic Hills Majestic Hills, LLC, a privately held company that owns property in Pennsylvania, filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-21595) on May 21, 2020. Majestic Hills operated as the developer of the Majestic Hills residential development pursuant with a Lot Purchase Agreement with NVR, Inc. d/b/a Ryan Homes. The petition was signed by Joseph DeNardo, its manager. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and liabilities. Judge Gregory L. Taddonio oversees the case. The Debtor's counsel is Donald R. Calaiaro, Esq., at Calairo Valencik. The official committee of unsecured creditors appointed in the Debtor's Chapter 11 case has tapped Leech Tishman Fuscaldo & Lampl, LLC as its legal counsel. The official committee of unsecured creditors retained Leech Tishman Fuscaldo & Lampl, LLC as its legal counsel. MALLINCKRODT PLC: Committee Taps Jefferies LLC as Investment Banker ------------------------------------------------------------------- The official committee of opioid related claimants (OCC) appointed in the Chapter 11 cases of Mallinckrodt PLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Jefferies LLC as its investment banker. Jefferies will provide these investment banking services: (a) advise the OCC on any potential and/or actual transaction or series of related transactions whereby, directly or indirectly, a significant portion of the equity securities of the Debtors or a significant portion of any of the businesses or assets of the Debtors are transferred to, disposed of, or combined with one or more persons, groups of persons, partnerships, corporations or any other entity; (b) assist and advise the OCC in examining and analyzing any potential or proposed restructuring, reorganization, rescheduling, recapitalization, reduction, repayment, cancellation, elimination, retirement, refinancing, purchase, repurchase, and/or a material modification or amendment of all or any material portion of the Debtors' debt securities and/or other on- or off balance sheet indebtedness, obligations or liabilities; (c) assist and advise the OCC in evaluating and analyzing any debtor-in-possession financing and/or exit financing for the Debtors as well as other potential financing alternatives; (d) assist and advise the OCC in evaluating and analyzing the proposed implementation of any Transaction; (e) assist and advise the OCC in connection with negotiations with other stakeholders; (f) assist and advise the OCC in evaluating and negotiating any restructuring and/or settlement proposals and/or alternatives and evaluating the impact on recoveries; (g) attend meetings of the OCC with respect to matters on which Jefferies has been engaged to advise the OCC thereunder; (h) provide testimony, as necessary and appropriate, with respect to matters on which Jefferies has been engaged to advise the OCC thereunder, in the chapter 11 cases; (i) advise the OCC on the current state of the restructuring and capital markets; and (j) render such other investment banking services as may from time to time be agreed upon by the OCC and Jefferies. Jefferies and the OCC have agreed, subject to the Court's approval, on the following terms of compensation and expense reimbursement: (a) Monthly Fee. A monthly fee equal to $225,000 per month until the expiration or termination of the Engagement Letter. The first Monthly Fee shall be payable immediately upon Bankruptcy Court approval of this Application and each subsequent Monthly Fee shall be payable in advance on each monthly anniversary thereafter. Fifty percent of the Monthly Fees in excess of $2,700,000 actually paid to Jefferies shall be credited once against the Transaction Fee (as defined below) due to Jefferies. (b) Transaction Fee. Upon the consummation of any chapter 11 plan or other Transaction, a fee equal to $7,500,000. For the avoidance of doubt, only one Transaction Fee may be payable to Jefferies under the terms of the Engagement Letter. In addition to any fees that may be paid to Jefferies, the Debtors shall reimburse Jefferies for all out-of-pocket expenses incurred in connection with its engagement by the OCC. Leon Szlezinger, a managing director and joint global head of Debt Advisory & Restructuring at Jefferies LLC, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Leon Szlezinger JEFFERIES LLC 520 Madison Avenue New York, NY 10022 Telephone: (212) 284-2300 About Mallinckrodt Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor more information. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. The petitions were signed by Bryan M. Reasons, executive vice president and chief financial officer. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors have tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; AlixPartners LLP as restructuring advisor; and Deloitte & Touche LLP as independent auditor. Prime Clerk, LLC is the claims agent. On October 13, 2020, the Debtors filed a motion for entry of an order appointing Roger Frankel as the Future Claimants' Representative in the Chapter 11 Cases. Mr. Frankel has tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as his counsel; Greenberg Traurig, LLP as special counsel; Ducera Partners LLC as investment banker; and NERA Economic Consulting as consultant. On October 27, 2020, the Office of the United States Trustee for Region 3 appointed the members to serve on the official committee of opioid related claimants (OCC). The OCC tapped Akin Gump Struss Hauer & Feld LLP as its lead counsel, Cole Schotz as its Delaware co-counsel, Province Inc., as financial advisor, and Jefferies LLC as investment banker. MALLINCKRODT PLC: Hires Deloitte & Touche as Independent Auditor ---------------------------------------------------------------- Mallinckrodt PLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte & Touche LLP as their independent auditor. Deloitte & Touche has agreed to provide these services to the Debtors: (a) perform an integrated audit in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB) (United States) and express an opinion on (1) the fairness of the presentation of Debtor Mallinckrodt PLC financial statements for the year ending December 25, 2020, in conformity with accounting principles generally accepted in the United States of America, in all material respects, and (2) the effectiveness of the Debtor Mallinckrodt's internal control over financial reporting as of December 25, 2020, based on the criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Deloitte & Touche will also perform a review of Debtor Mallinckrodt's condensed interim financial information in accordance with the PCAOB Standards for each of the quarters in the year ending December 25, 2020, prepared for submission to the Securities and Exchange Commission. The services of Deloitte & Touche will complement and not duplicate the services rendered by any other professional retained in these Chapter 11 cases. Pursuant to the Engagement Letter, Deloitte & Touche agreed to bill the Debtors' remaining balance of $1,838,000, except for the Out-of-Scope Services, on approximately these schedule: Invoice Date Amount October 2020 $459,500 November 2020 $459,500 December 2020 $459,500 January 2021 $459,500 Pursuant to the Engagement Letter, Deloitte & Touche and the Debtors agree that Deloitte & Touche will charge these hourly rates for the Out-of-Scope Services performed during these Chapter 11 cases: Partner/Managing Director $400 Senior Manager $350 Manager $300 Senior $250 Staff $200 Jr. Staff $150 National Office Consultations (Accounting/Auditing Topics) $525 Washington National Tax $650 In addition, Deloitte & Touche will seek reimbursement for reasonable and necessary expenses incurred in connection with these Chapter 11 cases. According to the Debtors' books and records, the Debtors paid Deloitte & Touche approximately $2,010,000 on account of invoices issued by Deloitte & Touche during the 90-day period before the petition date. As of the petition date, no amounts were outstanding with respect to the invoice(s) issued by Deloitte & Touche. Melissa Cloniger, a partner at Deloitte & Touche LLP, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Melissa Cloniger DELOITTE & TOUCHE LLP 100 South 4th Street, Suite 300 St. Louis, MO 63102 Telephone: (212) 490-2500 Facsimile: (314) 342-4900 About Mallinckrodt Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor more information. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. The petitions were signed by Bryan M. Reasons, executive vice president and chief financial officer. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors have tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; AlixPartners LLP as restructuring advisor; and Deloitte & Touche LLP as independent auditor. Prime Clerk, LLC is the claims agent. On October 13, 2020, the Debtors filed a motion for entry of an order appointing Roger Frankel as the Future Claimants' Representative in the Chapter 11 Cases. Mr. Frankel has tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as his counsel; Greenberg Traurig, LLP as special counsel; Ducera Partners LLC as investment banker; and NERA Economic Consulting as consultant. On October 27, 2020, the Office of the United States Trustee for Region 3 appointed the members to serve on the official committee of opioid related claimants (OCC). The OCC tapped Akin Gump Struss Hauer & Feld LLP as its lead counsel, Cole Schotz as its Delaware co-counsel, Province Inc., as financial advisor, and Jefferies LLC as investment banker. MALLINCKRODT PLC: Opioid Claimants Tap Cole Schotz as Local Counsel ------------------------------------------------------------------- The official committee of opioid related claimants (OCC) appointed in the Chapter 11 cases of Mallinckrodt PLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Cole Schotz P.C. as its local counsel. Cole Schotz will work together with lead counsel Akin Gump Struss Hauer & Feld LLP at the direction of the OCC to avoid unnecessary duplication of services in the Chapter 11 cases. Cole Schotz will provide these legal services: (a) provide legal advice where necessary with respect to the OCC's powers and duties and strategic advice on how to accomplish the OCC's goals, in conjunction with Akin Gump; (b) assist and advise the OCC in its consultations and negotiations with the Debtors and the U.S. Trustee relative to the administration of the Debtors' cases, in conjunction with Akin Gump; (c) draft, revise, and comment on documents as requested by Akin Gump and the OCC; (d) assist Akin Gump, Province, and the OCC in analyzing the claims of the Debtors' creditors and the Debtors' capital structure and in negotiating with holders of claims and equity interests; (e) assist Akin Gump and the OCC in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors and their insiders and of the operation of the Debtors' businesses; (f) assist Akin Gump and the OCC in its analysis of, and negotiations with, the Debtors or any third-party concerning matters; (g) advise the OCC as to its communications to the general creditor body regarding significant matters in the cases, in conjunction with Akin Gump; (h) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the OCC as to their propriety and, to the extent deemed appropriate by the OCC, support, join, or object thereto, in conjunction with Akin Gump; (i) investigate and analyze any claims against the Debtors' non-debtor affiliates, in conjunction with Akin Gump; (j) appear in Court and at any meetings of creditors on behalf of the OCC, together with Akin Gump and to the extent necessary; (k) monitor the case docket and coordinate with Akin Gump, Province, and Jeffries on matters impacting the OCC; (l) participate in calls with the OCC; (m) handle inquiries and calls from creditors and counsel to interested parties regarding pending matters and the general status of these cases and coordinate with Akin Gump on any necessary responses; and (n) advise the OCC on matters (if any) for which Akin Gump has a conflict; (o) provide additional support to Akin Gump, Province, Jeffries and the OCC, as requested. The attorneys, law clerks, and paralegals primarily responsible for representing the OCC, and their current standard hourly rates are: Justin R. Alberto, Member $645 Seth Van Aalten, Member $825 Stuart Komrower, Member $855 Patrick J. Reilley, Member $640 Sarah Carnes, Associate $670 Anthony De Leo, Associate $575 Andrew Roth-Moore, Associate $500 Shelby Nace, Associate $350 Adam Garrastegui, Associate $300 Jack Dougherty, Law Clerk $225 Michael Fitzpatrick, Law Clerk $225 Pauline Z. Ratkowiak, Paralegal $315 In addition, Cole Schotz will seek reimbursement for reasonable and necessary expenses incurred in connection with these chapter 11 cases. Cole Schotz 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. Cole Schotz professionals working on this matter will bill at Cole Schotz's standard hourly rates. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Cole Schotz did not represent the OCC during the 12 months preceding the filing of the Chapter 11 cases. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Cole Schotz is in the process of developing a prospective budget and staffing plan for the OCC's review and approval. Cole Schotz expects that the OCC will maintain active oversight of its billing practices. Justin R. Alberto, a member of the law firm of Cole Schotz P.C., disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Justin R. Alberto, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 655-5000 Facsimile: (302) 658-6395 E-mail: jalberto@coleschotz.com - and – Arik Preis, Esq. Mitchell P. Hurley, Esq. Sara L. Brauner, Esq. AKIN GUMP STRAUSS HAUER & FELD LLP One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 E-mail: apreis@akingump.com mhurley@akingump.com sbrauner@akingump.com About Mallinckrodt Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor more information. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. The petitions were signed by Bryan M. Reasons, executive vice president and chief financial officer. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors have tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; AlixPartners LLP as restructuring advisor; and Deloitte & Touche LLP as independent auditor. Prime Clerk, LLC is the claims agent. On October 13, 2020, the Debtors filed a motion for entry of an order appointing Roger Frankel as the Future Claimants' Representative in the Chapter 11 Cases. Mr. Frankel has tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as his counsel; Greenberg Traurig, LLP as special counsel; Ducera Partners LLC as investment banker; and NERA Economic Consulting as consultant. On October 27, 2020, the Office of the United States Trustee for Region 3 appointed the members to serve on the official committee of opioid related claimants (OCC). The OCC tapped Akin Gump Struss Hauer & Feld LLP as its lead counsel, Cole Schotz as its Delaware co-counsel, Province Inc., as financial advisor, and Jefferies LLC as investment banker. MALLINCKRODT PLC: Opioid Claimants Tap Province Inc. as Advisor --------------------------------------------------------------- The official committee of opioid related claimants (OCC) appointed in the Chapter 11 cases of Mallinckrodt PLC and its debtor affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Province, Inc. as its financial advisor. Province will provide these professional services: (a) analyze the Debtors' budget, assets and liabilities, and overall financial condition; (b) review financial and operational information furnished by the Debtors; (c) scrutinize the economic terms of various agreements; (d) analyze and advise the OCC on various financial aspects of the Debtors' business, contracts, and motions; (e) analyze budget to actual cash flow results of the Debtors; (f) analyze the financial relationships and agreements among various Debtors and with non-Debtor affiliated entities to determine the impact on the constituents of the OCC; (g) analyze the Debtors' cash flow projections and/or proposed business plans and develop alternative scenarios and/or sensitize cash flow projections, if necessary; (h) assess the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; (i) develop or analyze various recovery scenarios or waterfalls under individual debtor entity or substantively consolidated scenarios; (j) analyze claims against the Debtors; (k) prepare, or review as applicable, avoidance action and claim analyses; (l) assist the OCC in reviewing the Debtors' financial reports; (m) advise the OCC on the current state of these chapter 11 cases; (n) advise the OCC in negotiations with the Debtors and third parties as necessary; (o) if necessary, participate as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and (p) other activities as are approved by the OCC, the OCC's counsel, and as agreed to by Province. Province's standard hourly rates are: Principal $880 - $975 Managing Director $670 - $790 Senior Director $600 - $670 Director $550 - $600 Vice President $510 - $550 Senior Associate $430 - $510 Associate $360 - $430 Analyst $240 - $430 Paraprofessionals $185 In addition, Province will seek reimbursement for reasonable and necessary expenses incurred in connection with these chapter 11 cases. Province has received no retainer in these cases to represent the OCC. Michael Atkinson, a principal with the firm of Province, Inc., disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Atkinson PROVINCE, INC. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Telephone: (702) 685-5555 E-mail: matkinson@provincefirm.com About Mallinckrodt Mallinckrodt is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics; and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor more information. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against them. The petitions were signed by Bryan M. Reasons, executive vice president and chief financial officer. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors have tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; AlixPartners LLP as restructuring advisor; and Deloitte & Touche LLP as independent auditor. Prime Clerk, LLC is the claims agent. On October 13, 2020, the Debtors filed a motion for entry of an order appointing Roger Frankel as the Future Claimants' Representative in the Chapter 11 Cases. Mr. Frankel has tapped Frankel Wyron LLP and Young Conaway Stargatt & Taylor, LLP as his counsel; Greenberg Traurig, LLP as special counsel; Ducera Partners LLC as investment banker; and NERA Economic Consulting as consultant. On October 27, 2020, the Office of the United States Trustee for Region 3 appointed the members to serve on the official committee of opioid related claimants (OCC). The OCC tapped Akin Gump Struss Hauer & Feld LLP as its lead counsel, Cole Schotz as its Delaware co-counsel, Province Inc., as financial advisor, and Jefferies LLC as investment banker. MATCHBOX FOOD: Seeks Approval to Hire MNBlum LLC as Accountant -------------------------------------------------------------- Matchbox Food Group, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Maryland to employ MNBlum, LLC as their accountant. The Debtors have retained the firm to assist them, among other things, in the preparation of tax returns, winding down their business, and to provide general accounting services. The firm's hourly rates are: Abba Blum, Principal $496 Other Principals $380 or $496 Staff Accountants $168 - $348 Paraprofessionals $120 Abba Blum, principal at MNBlum, LLC, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Abba Blum MNBLUM, LLC 1395 Piccard Dr., Suite 240 Rockville, MD 20850 Telephone: (301) 337-3301 E-mail: info@mnblum.com About Matchbox Food Group Matchbox Food Group, LLC and affiliates operate a chain of casual-dining brand restaurants. On Aug. 3, 2020, Matchbox Food Group and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 20-17250). The petitions were signed by Edwin A. Sheridan IV, member. At the time of the filing, Matchbox Food Group had estimated assets of less than $50,000 and liabilities of between $50 million and $100 million. Judge Lori S. Simpson oversees the cases. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. and The Veritas Law Firm serve as Debtors' bankruptcy counsel and corporate counsel, respectively. The Debtors also tapped Abba Blum and MNBlum, LLC as accountants. MEADE INSTRUMENTS: President Buying 2015 Honda Odyssey for $6.3K ---------------------------------------------------------------- Meade Instruments Corp., and its debtor-affiliates ask authority from the U.S. Bankruptcy Court for the Central District of California to sell its 2015 Honda Odyssey, 4 Door Passenger Van, with California license number 7JL495, and bearing VIN 5FRL5H26FBOZ1950, to its president, Victor Aniceto, for $6,250, on the terms of their Motor Vehicle Bill of Sale. The Honda is being sold "as is, where is," with all faults and without warranty. The Debtor values the Honda at $7,500. Its California Department of Motor Vehicles Registration Card does not list a creditor who holds a security interest in the Honda. The Honda was used by the Debtor's General Manager, who is no longer employed by the Debtor. The Debtor continues to incur insurance and maintenance costs, and it is not necessary for the operation of its business. Further, because the Debtor does not have a facility to store the vehicle, it has been stored at its president Mr. Aniceto's residence since September 2020. The Debtor has consulted with its Unsecured Creditors Committee who has consented to the Sale. It is informed and believes that the Sale will not result in any tax consequence to the Estate. By the Motion the Debtor asks an entry of an order (1) authorizing the sale of the Honda to Mr. Aniceto; and (2) waiving the 14-day stay set forth in the Federal Rules of Bankruptcy Procedure 6004(h). A copy of the Bill of Sale is available at https://tinyurl.com/y6gdvo2s from PacerMonitor.com free of charge. The Purchaser: Victor Aniceto c/o Meade Instruments, Inc. 27 Hubble Irvine, CA 92618 About Meade Instruments Corp. Meade Instruments Corp. designs and manufactures optical products, including telescopes, cameras, binoculars, and sports optics products. Meade Instruments Corp. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-14714) on Dec. 4, 2019. In the petition signed by Victor Aniceto, president, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Marc C. Forsythe, Esq., at Goe Forsythe & Hodges LLP is the Debtor's legal counsel. Sall Spencer Callas & Krueger, a Law Corporation, and Parker Mills LLP, as co-special litigation counsels. MEMENTO MORI: $2K Sale of Interest in Mt. Charleston Approved ------------------------------------------------------------- Judge David M. Warren of the U.S. Bankruptcy Court for the Eastern District of Norther Carolina authorized Memento Mori, LLC's private sale of its 26.58% interest in Mt. Charleston Landlord, LLC to Jim Pellegrini for $2,000, pursuant to its Confirmed Plan of Reorganization. A video hearing on the Motion was held on Nov. 30, 2020. The sale of the Interest will be free and clear of any and all liens for property taxes due and owing to any City, County or municipal corporation, including without limitation any such taxes owing to the Wake County and/or Durham County Tax Collectors, with such liens attaching to the proceeds of sale, subject to the relative priorities and in accordance with the Bankruptcy Code. The proceeds of the sale will be subject to payment of all reasonable administrative costs of the proceeding as provided for by Sections 330, 503, 507, and other applicable sections of the Bankruptcy Code, as the Court may allow. About Memento Mori Based in Cary, North Carolina, Memento Mori, LLC, d/b/a Tonic Remedies, fdba Mayton Landlord, LLC, d/b/a The Verandah, f/d/b/a King's Daughter Landlord, LLC, d/b/a The King's Daughters Inn, fdba Kings Daughter Tenant, LLC, f/d/b/a DMC Historic Restoration, LLC, d/b/a Rhea Hospitality, d/b/a The Mayton Inn, filed a voluntary Chapter 11 petition (Bankr. E.D. N.C. Case No. 18-04661) on Sept. 20, 2018. The case is assigned to Hon. David M. Warren. In the petition signed by Colin Crossman, manager, the Debtor disclosed total assets of $24,198,540 and total liabilities of $20,809,509. MERITAGE COMPANIES: Seeks Approval to Hire Criminal Investigator ---------------------------------------------------------------- Meritage Companies, LLC seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ a criminal investigator. The Debtor wishes to retain Rick Jones as a criminal investigator during the term of the Chapter 11 Proceedings in connection with the bankruptcy proceedings and the pending Superior Court for the State of Alaska Third Judicial District at Anchorage Case 3AN-15-08320 CI, Meritage Companies, LLC, et al vs. Robert "Bob" Gross, et al., which the Debtor is seeking to remove to this court. The professional services Jones shall render include, without limitation, the following, review records provided by Jack and Dawn Barrett and Meritage Companies, LLC including but not limited to business records, deposition transcripts from the Litigation by various individuals regardless of their association in the Litigation for state and federal law enforcement to determine if violations of their respective statutes under their jurisdiction are to be forwarded for consideration of their criminal laws. Mr. Jones prepared an investigative report that is a written compilation of the records provided and will supplement the criminal report as necessary. Mr. Jones will charge an hourly rate of $85. Mr. Jones assures the court that he represents no interest adverse to the Debtor. Mr. Jones can be reached at: Rick Jones 4108 Checkmate Drive Achorage, AK 99508 About Meritage Companies Meritage Companies, LLC, a land developer in Wasilla, Alaska, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-07718) on June 30, 2020. The petition was signed by Jack A. Barrett, manager. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Judge Brenda K. Martin oversees the case. Lamar D. Hawkins, Esq., at Guidant Law, PLC, is the Debtor's legal counsel. David H. Bundy, Esq., of the Law Office of David H. Bundy, PC is tapped as special counsel. METAL PARTNERS: Seeks to Hire AbitOs as 401(k) Plan Auditors ------------------------------------------------------------ Metal Partners Rebar, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Nevada to employ AbitOs, PLLC as the their 401(k) plan auditors. AbitOs will provide the audit services regarding the Debtors' 401(k) plan, which will include tests of documentary evidence supporting the transactions recorded in the accounts and direct confirmation of investments except those certified by the trustee, plan obligations, benefit obligations, and certain other assets and liabilities by correspondence with financial institutions, and other third parties. The hourly billing rates of AbitOs are: Directors $500 Managers $350 Staff Accountants $175 It is estimated that the cost of the audit and other preparations for the Form 5500 will be $10,000. AbitOs is requesting a retainer to be paid prior to any commencement of services in the amount of $5,000 and will also seek reimbursement of its expenses incurred in connection with this engagement. Raimundo Lopez-Lima Levi, managing partner of AbitOs, PLLC, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Raimundo Lopez-Lima Levi ABITOS, PLLC 255 Aragon Avenue, 2nd Floor Coral Gables, FL 33134 Telephone: (305) 774-2945 About Metal Partners Rebar Metal Partners Rebar, LLC and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 20-12878) on June 16, 2020. The petitions were signed by Joseph Tedesco, chief financial officer. At the time of the filing, Metal Partners Rebar, LLC, was estimated to have assets of $10 million to $50 million and liabilities of $50 million to $100 million; BGD LV Holding, LLC was estimated to have assets of $0 to $50,000 and liabilities of the same range; BRG Holding, LLC, was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million; and BCG Ownco, LLC, was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. The Hon. Mike K. Nakagawa oversees the cases. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as their bankruptcy counsel; Larson & Zirzow, LLC as general reorganization co-counsel; High Ridge Partners, LLC as financial advisor; SSG Advisors, LLC as investment banker; and AbitOs, PLLC as 401(k) plan auditors. MEYERS REPAIR: Claims Unimpaired in Consensual Plan --------------------------------------------------- Meyers Repair Service LLC submitted a Plan of Reorganization. This Plan of Reorganization under Chapter 11 of the Bankruptcy Code propose to pay creditors of the Debtor from future income from operation of business. Priority claims, secured claims and non-priority unsecured claims are all unimpaired under the Plan. The Plan is a consensual plan under 11 U.S.C. Sec. 1191. The Internal Revenue Service has stipulated the amount of debt, monthly payment and the length of the Plan. The Pennsylvania Dept. of Revenue has agreed to the amount of debt owed and the Plan. U.S. Bank is being paid in full with interest, and as such, the creditor is unaffected -- thus US Bank's vote is not needed to be consensual. A full-text copy of the Amended Plan of Reorganization dated October 12, 2020, is available at https://www.pacermonitor.com/view/BAPKUXA/Meyers_Repair_Service_LLC__pawbke-20-70097__0108.0.pdf?mcid=tGE4TAMA About Meyers Repair Service Meyers Repair Service LLC repairs heavy equipment, specializing in the repair and rebuilding of commercial and industrial diesel engines. Meyers Repair Service LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-70097) on Feb. 21, 2020, listing under $1 million in both assets and liabilities. Marc T. Valentine, Esq. at Marc T. Valentine and Associates P.C. represents the Debtor as counsel. MIA CAPITAL: N&J Dreams Buying 3 Chicago Properties for $165K ------------------------------------------------------------- MIA Capital Investment Group, Inc., asks the U.S. Bankruptcy Court for the Southern District of Florida to authorize the sale of the following three real properties, together with all fixtures, systems and personal property located on the Properties, to N&J Dreams, LLC: (i) 7921 S. Luella Avenue, Chicago, Illinois, PIN 2036205010 ("Property 1") for $55,000; (ii) 8105 S. Chappel Avenue, Chicago, Illinois, PIN 2036217002 ("Property 2"), for $45,000; (iii) 9319 S. Throop Street, Chicago, Illinois, PIN 2505322010 ("Property 3") for $70,000. On Nov. 25, 2020, the Court entered the orders valuing the creditor, Toorak Capital Partners, LLC's liens as follows: a. Property 1: The Creditor's lien was valued at $51,879, and the real property was valued at $55,000. b. Property 2: The Creditor's lien was valued at $41,226, and the real property was valued at $45,000. c. Property 3: The Creditors lien was valued at $67,979, and the real property was valued at $70,000. The Debtor has obtained contracts for the sale of these properties. The Sale Contracts would provide for payment to Creditor of the full value of its liens and for the Cook County Tax Collector liens. The sale will be free and clear of all liens, claims and encumbrances to the Purchaser, or its assigns, with the liens as valued of Creditor to be satisfied in full from the proceeds of the sale of the Real Properties. Sound business reasons exist for selling the Real Property. The Debtor believes that the proposed sale was the best offer and the best method to maximize the value of the Real Property and eliminating unnecessary carrying costs and expenses for the benefit of the Debtor's estate and its creditors. The Debtor asks the Court to waive the stay requirement enumerated in Rule 6004(h) of the Federal Rule of Bankruptcy Procedure, such that entry of an order approving the Motion will not be subject to an automatic 14-day stay. A copy of the Contracts is available at https://tinyurl.com/y6yc3dsp from PacerMonitor.com free of charge. About MIA Capital Investment Group Triumph Capital Partners LLC, a creditor of MIA Capital Investment Group Inc., filed a Chapter 7 involuntary petition against the company on April 16, 2020. The petitioning creditor is represented by Maurice B. VerStandig, Esq. On Oct. 14, 2020, the Chapter 7 case was converted to one under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-14447-BKC-LMI). Judge Laurel M. Isicoff oversees the case. MID-ATLANTIC SYSTEMS: Kerry Pae Auction Sale of Vehicles Approved ----------------------------------------------------------------- Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized the auction sale proposed by Mid-Atlantic Systems of CPA, Inc. and its affiliates, of various items of personal property listed on Exhibit A, including vehicles, a trailer, a forklift, and office furniture, office equipment and other such items, located at the various former offices of the businesses. The Debtors will sell the Personal Property through an auction sale to be conducted by Kerry Pae Auctioneers, as set forth in the Motion. Each Agreement, bills of sale, releases, other agreements, certificates, assignments, documents and instruments executed in connection therewith, and all of the other actions contemplated by the sale of the Personal Property are approved and authorized in their entirety, except as may be modified in the Order. The Sale Transaction is approved pursuant to Code Sections 105(a), 363(b) and 363(n). Any other provisions of Bankruptcy Code governing the sale of property free and clear of all liens, claims, encumbrances and other interests, outside the scope of the Debtors' ordinary course of business, have been satisfied. The Debtors will pay the costs and expenses associated with the sale of the Personal Property following the auction, as follows: a. Any notarization or incidental filing charges required to be paid by the Debtor as seller. All other costs and charges apportioned to the Debtor as seller. b. All costs associated with the preparation of the conveyance instruments and normal services with respect to closing, including payment of a total of $2,500 payable to the Debtor's counsel, Cunningham, Chernicoff & Warshawsky, P.C., in connection with implementation of the sale, the presentation and pursuit of the Motion, consummation of closing and otherwise approved professional fees and expenses in connection with the case. The foregoing sums will be subject to the approval and allowance by the Court and will be held by Cunningham until such time as the Bankruptcy Court approves the application of such funds by Cunningham. c. A commission of 10% of the sale price, plus a maximum of $800 for advertising and marketing, as well as the cost of the towing fees for the vehicles to be transported to the auction location payable to Kerry Pae Auctioneers. Subsequent to the payment of costs of sale, the Debtors propose to utilize the net proceeds of the sale of the Personal Property to pay administrative expenses, including charges of professionals. Subject to the distributions set forth in the Order, all Liens and Claims will be transferred and attach to the net proceeds obtained for the Personal Property, subject to the rights, claims, defenses and objections of the Debtors and all interested parties with respect to such liens. The Order will be effective immediately upon its entry, and the stay imposed by Bankruptcy Rule 6004 is declared inapplicable and waived. A copy of the Exhibit A is available at https://tinyurl.com/yyr24gu8 from PacerMonitor.com free of charge. About Mid-Atlantic Systems of CPA, Inc. Mid-Atlantic Systems of DPN, et al., are waterproofing companies that specialize in correcting wet and damp basements and structural damage. They offer basement waterproofing, foundation repair, concrete repair, structural repair, radon detection & remediation, among other services. Mid-Atlantic Systems of DPN, Inc., based in Newark, DE, and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 20-02177) on July 20, 2020. The Hon. Henry W. Van Eck presides over the case. In its petition, the Debtor was estimated to have up to $50,000 in assets and $100,000 to $500,000 in liabilities. The petition was signed by Charles Levine, director, Mid-Atlantic Systems of DPN. CUNNINGHAM CHERNICOFF & WARSHAWSKY, P.C., serves as bankruptcy counsel to the Debtor. MODA INGLESIDE: S&P Affirms 'BB' ICR, Outlook Stable ---------------------------------------------------- S&P Global Ratings, on Dec. 3, 2020, affirmed its 'BB' issuer credit rating on Moda Ingleside Energy Center LLC. The rating on Moda's main counterparty, Occidental Petroleum Corp. (OXY) was lowered in November to 'BB-' from 'BB'. S&P said, "The affirmation is largely predicated on our view that Moda is increasing its customer diversity as it expands, while maintaining ample cushion in its credit metrics, and that Moda's assets remain strategic to OXY. "At the same time, we affirmed our 'BBB-' issue-level rating on Moda's senior secured term debt. The '1' recovery rating on the debt is unchanged, indicating our expectation for very high recovery (90%-100%; rounded estimate: 95%) on the company's senior secured first-lien term loan in the event of default. "The stable outlook reflects our expectation that Moda's adjusted debt to EBITDA will be 2.5x-3.0x on a sustained basis, despite some weakening of the company's counterparty credit quality due to the downgrade on OXY. In addition, we expect that the company will at least maintain, or expand, its contractual profile of long-term fixed-fee contracts with increasingly diversified counparties." Counterparty diversity is improving as Moda adds new assets to its infrastructure. Moda's counterparty diversity has been improving, as the company has been getting new contracts from investment-grade shippers. This has been largely spurred by Moda's attributes as an export facility. Moda's export capabilities are very attractive for shippers given the company's very large crude carrier (VLCC) loading capabilities, which result in cost savings generated by a faster loading rate compared with that of peers. Furthermore, as the company continues to add to its current infrastructure through its growth projects, its customer base will increasingly diversify. Moda has a good track record of project execution and S&P expects that projects will be delivered on time and on budget. In addition, having a larger asset base is also advantageous from an operating efficiency perspective. Moda's credit metrics provide ample cushion. As most of the buildout is now completed, Moda will continue to generate meaningful EBITDA and discretionary free cash flows. This results in our expectation of average debt to EBITDA of 2.5x-3.0x over our outlook horizon. At this stage, the company is prioritizing building its infrastructure rather than paying large dividends to its owner, EnCap Flatrock Midstream. S&P believes that Moda would be able to use those cash flows for growth opportunities and other corporate purposes if needed. The downgrade of OXY results in a modest weakening of Moda's counterparty credit quality. The OXY downgrade reflects our expectation that OXY's capital structure will remain highly leveraged over the next two years as the company seeks to address its cumbersome near-term debt maturity schedule, while facing industry headwinds that limit potential divestures. As OXY is Moda's largest counterparty, at more than 50% of revenues, the downgrade results in some weakening of Moda's counterparty credit profile. However, S&P believes that Moda's assets remain strategic to OXY, given its continued focus on the Permian and the benefits obtained from using this infrastructure. S&P said, "The stable outlook reflects our view that Moda will maintain and sustain debt to EBITDA at about 3.0x as it pursues additional expansion initiatives. We also expect the company will maintain its robust contractual profile as it acquires terminaling contracts with creditworthy counterparties. "We could lower the ratings on Moda if we lower our rating on OXY by more than one notch and OXY was unable to meet its contractual commitments, and if Moda could not sign offsetting contracts with other counterparties. We could also lower the rating if adjusted debt to EBITDA were sustained above 3.5x. Any aggressive acquisition plans that increase leverage materially could also lead to a lower rating. "Although unlikely, we could raise the rating if Moda's business risk improved, which would likely coincide with an expansion of the company's scale, scope, and diversification, while Moda maintained a similar level of leverage." MOHAJER12 CORP: Jan. 26, 2021 Amended Disclosure Hearing Set ------------------------------------------------------------ On Dec. 1, 2020, Debtor Mohajer12 Corp. filed with the U.S. Bankruptcy Court for the Southern District of Alabama an Amended Disclosure Statement and Plan. On December 4, 2020, Judge Jerry C. Oldshue, Jr. ordered that: * January 26, 2021 at 09:30 a.m. at the U.S. Bankruptcy Court, Courtroom 2 East, 113 St. Joseph Street, Mobile, Alabama is the hearing to consider the approval of the amended disclosure statement. * January 19, 2021 is fixed as the last day for filing and serving written objections to the amended disclosure statement. A full-text copy of the Amended Disclosure Statement filed Dec. 1, 2020 is available at: https://www.pacermonitor.com/view/FGBIIGI/Mohajer12_Corp__alsbke-18-02674__0284.0.pdf?mcid=tGE4TAMA A full-text copy of the order dated December 4, 2020, is available at https://www.pacermonitor.com/view/GMI5LRA/Mohajer12_Corp__alsbke-18-02674__0288.0.pdf?mcid=tGE4TAMA The Debtor's attorneys: BARRY A FRIEDMAN BARRY A FRIEDMAN & ASSOCIATES, PC 257 ST ANTHONY STREET POST OFFICE BOX 2394 MOBILE, ALABAMA 36652â€2394 TELEPHONE: 251â€439â€7400 About Mohajer12 Corp. Mohajer12 Corp. filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 18-02674) on July 3, 2018, estimating less than $1 million both in assets and liabilities. Barry A. Friedman, Esq., of Friedman, Poole & Friedman, P.C., serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MOHAMED A. EL RAFAE: Dec. 18 Hearing on $507K Reston Property Sale ------------------------------------------------------------------ Judge Klinette H. Kindred of the U.S. Bankruptcy Court for the Eastern District of Virginia will convene an hearing on Dec. 18 2020 at 11:00 a.m. to consider Mohamed A. El Rafaei's sale of improved real property located at 11940 Escalante Court, Reston, Virginia to Matthew Keyser for $507,000, on the terms of their Sales Contract. The notice period on the Debtor's Motion for authority to sell real property is shortened to 14 days, with objections to be filed prior to the hearing scheduled. In the absence of any timely objections, the Court may enter an order approving the proposed sale, absent a hearing. The Debtor owns the Property, which previously served as his family residence. There are no liens or debts secured by the Property. The 2020 tax assessed value of the Property is $445,430, as reflected in the Fairfax County, Virginia public records. The Debtor and his family moved from the Property and listed it for sale in July 2020, to allow the Debtor to use the equity in the home to pay various personal and business debts and obligations and toward his other business efforts. Prior to the Petition Date, the Property was listed with Urban Compass, Inc., a licensed Virginia real estate broker, pursuant to an exclusive brokerage agreement, dated July 21, 2020. The listing agreement provided for a total commission of 5.5%. The Debtor has filed an Application to retain the Realtor as the realtor to the bankruptcy estate, for the purpose of selling the Property. Just prior to the Petition Date, the Property was under contract for $514,000. That contract did not close. Immediately after the Petition Date, the Realtor secured another offer on the Property, from Buyer. The offer was negotiated and has resulted in a proposed contract for the sale and purchase of the Property, a fully signed and ratified. The listing agent is the Realtor and the selling agent is eXp Realty. The two agencies are unrelated. The terms of the Sales Contact provide for a net purchase price of $507,000.00 ($514,000, less a Seller Subsidy of $7,000. The Sales Contract is the result of an arms-length negotiation. The Debtor has not contacts or relationship of any kind with the Buyer and was unknown to the Buyer prior to receiving the offer. The Buyer has been advised that the Debtor is in bankruptcy and that the sale must be approved by the Bankruptcy Court. As such, the Sales Contract is made contingent on approval by the Court, per the Sales Addendum attached thereto as Exhibit B. Upon submission and acceptance of the Sales Contract, the Buyer made arrangements to move from his current residence and to rent it out. Accordingly, the Buyer has conditioned his offer to purchase the Property on Court approval by the end of the year, Dec. 31, 2020. The Debtor believes that the offer represented by the Sales Contract represents the fair market value of the Property, and that the sale of the Property, pursuant to the terms of the Sales Contract, is in the best interests of the bankruptcy estate and his creditors. By the Motion, he asks authority to sell the Property, free and clear of all liens, claims and encumbrances, to the Buyer. Pursuant to Rules 6004(a) - (c) and 2002(a)(2) of the Federal Rules of Bankruptcy Procedure, the objection period on the Motion is 21 days. A copy of the Sales Contract is available at https://tinyurl.com/y6a5ms4d from PacerMonitor.com free of charge. Counsel for Debtor: Christopher L. Rogan, Esq. ROGANMILLERZIMMERMAN, PLLC 50 Catoctin Circle, NE, Suite 333 Leesburg, VA 20176 Telephone: (703) 777-8850 Facsimile: (703) 777-8854 Mohamed A. El Rafaei sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-12583 KHK) on Nov. 23, 2020. NATALJA VILDZIUNIENE: Selling 2 Illinois Properties for $1.7M ------------------------------------------------------------- Judge Timothy A. Barnes of the U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Jan. 4, 2021 at 9:00 a.m. to consider Natalja Vildziuniene's sale of interests of the estate and any interests of Vito Montana in (i) the realty commonly known as 208 N. Dee Road, Park Ridge, Illinois to Leonard Di Cristofano for $830,000; and (ii) the realty commonly known as 3659 N. Nordica Avenue, Chicago, Illinois to Emmanuel Montano for $238,000, subject to higher and better offers. Objections, if any, must be filed no later than two business days before the hearing date. To appear by video, one may use the link: https://www.zoomgov.com/. Then enter the meeting ID and password. To appear by telephone, call Zoom for Government at 1-669-254-5252 or 1-646-828- 7666. Then enter the meeting ID and password. The meeting ID for the hearing is 161 329 5276 and the password is 433658. The meeting ID and password can also be found on the judge's page on the Court's web site. In her Schedule A, the Debtor scheduled interests in realty, including the two parcels which are the Dee Road Realty and the Nordica Avenue Realty”). Prior to the date that the Debtor filed her petition for relief, the Circuit Court of Cook County entered its Judgment for Dissolution of Marriage concerning the Debtor and Vito A. Montana in the action entitled Vito Montana v. Natalia Vildziuniene, and numbered 2016-D-007721. In the Judgment, the Circuit Court, inter alia, ordered that "Each party is entitled to an equal ownership in each of" real properties, including the Dee Road Realty and the Nordica Avenue Realty. The Debtor has received offers to purchase the Dee Road Realty and Nordica Avenue Realty. Specifically, Mr. Di Christofano has offered to purchase the Dee Road Realty in exchange for $830,000 and with no contingency for obtaining financing or sale of real estate that he owns; and Mr. Montano has offered to purchase the Nordica Avenue Realty in exchange for $238,000 and with no contingency for obtaining financing or sale of real estate that he owns. As set forth more fully in the respective offers, the Buyers will purchase "as is, where is," with the Debtor providing no guaranties, representations, or warranties. The Debtor signed the respective offers subject to approval of her signing and the respective proposed sales by the Court. The Debtor's sole representation will be authority from the Court as set forth and limited by any order that the Court enters with respect to the proposed sale. By the motion, the Debtor is asking the Court to authorize the sale of the Dee Road Realty and the Nordica Avenue Realty free and clear of interests of third parties, including liens, since the prices at which she proposes to sell are respectively greater than the value of valid liens upon the properties, and the holders of valid liens thereon could be compelled to accept monetary settlement of those liens. The Debtor listed the Dee Road Realty and the Nordica Avenue Realty with the approval of the Court. Based upon the response of the market to date and the recommendation of, and information from, the broker, Danny McGovern, the Debtor submits the proposed offers as the highest and best offers for the estate. She will entertain further offers that parties may tender; in the event that a party does so, the Debtor will substitute the offer(s) to the Court for approval. She asks that the Court authorizes her to accept substitute offers. The Debtor also proposes to (i) utilize gross proceeds of the proposed sales to pay costs of sale -- including surveys, water bills, transfer taxes, broker commissions, and title expenses -- and the respective first liens upon the Dee Road Realty and the Nordica Avenue Realty and (ii) pay the Debtor her exemption in the Dee Road Realty, and (iii) hold the remaining proceeds subject to further order of the Court and to any valid claims, interests, or liens. She believes that no valid liens will appear in title so the Debtor does not propose to pay such liens without further order of the Court. The Counsel will also ask payment of fees and reimbursement of costs out of sales proceeds. A copy of the Agreements is available at https://tinyurl.com/y255jqzd from PacerMonitor.com free of charge. The Purchasers: Leonard Di Cristofano 416 w. Higgins Chicago, IL 60068 Telephone: (708) 473-2894 Emmanuel Montano 3653 N. Nordica Ave. chicago, IL 60634 Natalja Vildziuniene sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 19-22967) on Aug. 14, 2019. The Debtor tapped Bruce E. de'Medici, Esq., as counsel. NATIONAL RADIOLOGY: Examiner Taps Phelps Dunbar as Special Counsel ------------------------------------------------------------------ Richard M. Dauval, the Chapter 5 examiner for the estate of National Radiology Consultants, P.A., seeks authority from the U.S. Bankruptcy Court for the Middle District of Florida to retain Phelps Dunbar LLP as his special healthcare litigation counsel. The Chapter 5 Examiner seeks to retain Phelps Dunbar as special healthcare litigation counsel in regard to claims and causes of action against Virtual Radiologic Professionals of Illinois, S.C., Inc. (VRAD Claims). The Chapter 5 Examiner requests authority to employ Phelps Dunbar as special healthcare litigation counsel, with the Estate's special counsel, Jennis Law Firm, to act as co-counsel to the latter. Phelps Dunbar and Jennis Law agree to a straight contingency fee of 20 percent totaling 40 percent in the aggregate as to the VRAD Claims. Robert R. Hearn, a partner at Phelps Dunbar, assures the court that the firm has no connection with the Debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States Chapter 5 Examiner, or any person employed in the Office of the United States Chapter 5 Examiner. The counsel can be reached through: Robert R. Hearn, Esq. Phelps Dunbar LLP 100 South Ashley Drive, Suite 2000 Tampa, FL 33602-5315 Tel: (813) 472-7550 Fax: (813) 472-7570 Email: robert.hearn@phelps.com About National Radiology Consultants National Radiology Consultants, P.A., is healthcare practice management provider, specializing in radiology, anesthesiology, emergency, and hospital medicine solutions. National Radiology Consultants filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 19-01274) on Feb. 15, 2019. In the petition signed by Jame Okoh, M.D., president and CEO, the Debtor disclosed $18,709,234 in assets and $4,925,568 in liabilities. The Debtor is represented by Daniel E. Etlinger, Esq., at Jennis Law Firm. NESCO HOLDINGS: To Acquire Custom Truck One Source for $1.475B -------------------------------------------------------------- Nesco Holdings, Inc. has entered into a definitive agreement to acquire Custom Truck One Source for a purchase price of $1.475 billion. Nesco and CTOS are leading providers of specialized truck and heavy equipment solutions including rental, sales and aftermarket parts and service. The combination will create a leading, one-stop-shop provider of specialty rental equipment serving highly attractive and growing infrastructure end-markets, including transmission and distribution ("T&D"), the 5G revolution build-out and critical rail and other national infrastructure initiatives. With complementary business lines, customer bases and capabilities, the combination is expected to yield significant benefits from increased scale, breadth of product and service offerings and expanded geographic coverage. Following closing, the combined company will have a more attractive financial profile with significantly reduced leverage and enhanced liquidity providing flexibility to address anticipated demand in the large and growing addressable market in which it operates. In connection with the transaction, an affiliate of Platinum Equity, LLC has committed to invest over $850 million into Nesco in exchange for newly issued common stock at a price of $5.00 per share. In addition, existing CTOS shareholders, including certain funds managed by The Blackstone Group, Inc., in its capacity as the current majority owner of CTOS, and certain members of the CTOS management team, are expected to invest approximately $100 million into Nesco in exchange for newly issued common stock also at the same price as Platinum. Energy Capital Partners and Capitol Investment, who together currently own ~70% of Nesco's outstanding common stock, will retain their entire ownership positions in Nesco and have entered into voting agreements in support of the transaction. Subject to closing mechanics and an additional equity investment of up to $200 million, upon closing, Platinum is expected to own approximately 57% of Nesco's common stock, with existing CTOS shareholders owning approximately 7%, ECP owning approximately 10% and Capitol owning approximately 3%. The additional equity investment of up to $200 million is targeted to be raised between signing and closing with a Platinum backstop for $100 million. There will be approximately 259 million shares outstanding at closing assuming the full $200 million of additional equity is raised. The transaction is anticipated to also be financed with a new $750 million ABL, of which approximately $400 million will be drawn at closing, and $900 million of high yield notes. Pro forma net debt at closing is projected to be approximately $1.3 billion. "Since Capitol's investment in Nesco last year, our number one strategic priority has been to find a way to bring these two companies together, given the significant value inherent in the combination. With enhanced scale, a broader set of capabilities and vastly improved financial flexibility, we believe the new company will be distinctively well-positioned to take advantage of the anticipated growth in critical U.S. infrastructure efforts in energy, telecom and rail over the near term and beyond," said Mark Ein, chairman & CEO of Capitol and Vice Chairman of Nesco. "We are very pleased to partner with Platinum given its deep knowledge and strong track record in the equipment rental industry, as well as the existing CTOS shareholders led by Blackstone. Together with Platinum and our other co-investors and the combined company's Board and management team, we look forward to capturing the meaningful upside opportunities that lie ahead." Platinum Equity was previously the majority owner of Nesco from 2011 to 2014, and has been a long-time, successful investor in a wide range of specialty rental businesses. "This is a powerful team of investors coming together to create value," said Tom Gores, Chairman and CEO of Platinum Equity. "We will deploy our industry knowledge and global operating expertise to maximize the potential of this investment." "We know these companies and the industry extremely well and we have a well-defined playbook for creating value in this space," said Louis Samson, Partner at Platinum Equity. "We also have a deep bench of operations professionals specialized in merger integration and business transformation who will help bring Nesco and CTOS together, building on the best attributes of each. We expect the combination will create a compelling industrial growth company with strong fundamentals and multiple ways to drive EBITDA organically or through additional M&A." "We are excited to bring together our complementary companies to provide a full range of solutions to our customers," said Fred Ross, chief executive officer of CTOS. "I want to thank our dedicated employees for all that they do each day. Looking ahead, as a combined company, we will be very well positioned to capitalize on a broad range of growth opportunities and better serve our customers' specialty rental equipment needs on a national basis. We look forward to working together with the Nesco team to realize substantial synergies that will create meaningful value for all our stakeholders." John-Paul (JP) Munfa, Managing Director at Blackstone, added, "We at Blackstone are proud to have played a role in the establishment of CTOS, in partnership with Fred Ross and other CTOS shareholders, and have seen the company more than double in size during our ownership. We believe the additional scale and public market access provided by the transaction are the next logical step in the company's evolution, and we are pleased to invest in a transaction carrying significant commercial benefits for the company's customers, in partnership with Platinum, Capitol, ECP and Nesco's existing shareholders." "This combination will create new opportunities for our company, our employees and the customers we serve," said Lee Jacobson, chief executive officer of Nesco. "Nesco and CTOS are a perfect fit and together will be well positioned to pursue numerous opportunities in the rapidly growing specialty rental segment. We couldn't have reached this milestone without the hard work of our team, and we look forward to working together with CTOS to ensure a seamless transition." Strategic Combination Creates a Compelling Industrial Growth Company * Enhanced value proposition to customers through "one-stop-shop" national platform. The combined company will offer customers a full suite of solutions across the specialty rental equipment value chain, including equipment rental, new sales, used sales, aftermarket parts and service and retail parts, tools and accessories. Together, the combined company will operate on a national scale with over 1,800 employees, 46 company-operated locations and a rental fleet that will be nearly double in size with almost 9,000 units and more than $1.3 billion in combined original equipment cost ("OEC"). * Favorable exposure to highly attractive end-markets with strong fundamentals. The combined company's core end-markets will include T&D, telecom, rail and infrastructure, all of which benefit from strong secular growth and macro mega trends, as well as limited downside cyclicality. The combined company's increased scale and national presence will provide significant opportunities to further penetrate new and existing customers across geographies and end-markets. * Integrated platform with scale and differentiated offerings. The combination will create a unique business model that should drive a better customer experience and a significant increase in the number and breadth of rental assets available. With a substantially increased rental fleet, scale-enabled purchasing benefits, maximum production and customization flexibility and a well-established new and used sales business, the new company will be better positioned to serve customers and win business. * Significant anticipated cost synergies with additional revenue upside opportunities. Nesco and CTOS expect to achieve approximately $50 million in run-rate annual cost synergies within two years of closing. Cost savings are expected to be realized through back office consolidation, procurement and SG&A efficiencies and service and production optimization. The combined company also expects additional upside opportunities from identified revenue synergies via expanded service offerings and cross-selling opportunities and fleet synergies. * Compelling financial profile with strong momentum and ample flexibility. The combined company expects to deliver pro forma 2020 adjusted EBITDA of approximately $337 million including run-rate cost synergies and pro forma 2021 adjusted EBITDA of $380 million to $400 million including run-rate cost synergies, as well as meaningful free cash flow as core end-market activity continues to grow. At closing, the combined company expects to benefit from more than $300 million in liquidity and a reduction in net leverage from 6.3x to 3.9x, based on last twelve months ended Sept. 30, 2020 adjusted EBITDA, including run-rate cost synergies. Leadership and Headquarters At closing, the Nesco Board of Directors will be reconstituted such that Blackstone, ECP and Capitol each retain one board seat and Platinum holds majority voting power of the Board. Together, the parties will work to drive value for all shareholders. Mr. Ross is expected to serve as CEO of the combined business. The combined company will be headquartered at the CTOS campus in Kansas City with significant operations maintained in Indiana. Additional details, including plans for integrating the respective brands, will be addressed post close by a transition team comprising representatives from each of the companies. Approvals The transaction has been unanimously approved by the Nesco Board of Directors and is expected to close in the first quarter of 2021, subject to shareholder approval and other customary conditions. ECP and Capitol have entered into voting agreements in support of the transaction. Advisors J.P. Morgan Securities LLC is serving as financial advisor to Nesco and Latham & Watkins LLP is serving as legal counsel. Citi is serving as financial advisor to CTOS and Kirkland & Ellis LLP is serving as legal counsel. Debt financing commitments have been obtained by Bank of America, who will be leading the financing. Hughes Hubbard & Reed LLP is serving as legal counsel to Platinum. About Nesco Nesco -- https://investors.nescospecialty.com -- is a provider of specialty equipment, parts, tools, accessories and services to the electric utility transmission and distribution, telecommunications and rail markets. Nesco offers its specialized equipment to a diverse customer base for the maintenance, repair, upgrade and installation of critical infrastructure assets including electric lines, telecommunications networks and rail systems. Nesco's coast-to-coast rental fleet of over 4,600 units includes aerial devices, boom trucks, cranes, digger derricks, pressure drills, stringing gear, hi-rail equipment, repair parts, tools, and accessories. Nesco reported net losses of $27.05 million in 2019, $15.53 million in 2018, and $27.09 million in 2017. As of Sept. 30, 2020, the Company had $769.45 million in total assets, $40.88 million in total current liabilities, $752.97 million in total long-term liabilities, and a total stockholders' deficit of $24.41 million. * * * As reported by the TCR on May 5, 2020, S&P Global Ratings lowered its issuer credit ratings on NESCO Holdings Inc. and subsidiary Capitol Investment Merger Sub 2 LLC to 'CCC+' from 'B'. "The downgrade and negative outlook reflect the increasing risk of tightening liquidity given our expectation for slowing demand in specialty equipment rental and sales during a recession," S&P said. NET ELEMENT: All Eleven Proposals Approved at Annual Meeting ------------------------------------------------------------ Net Element, Inc. held its Annual Meeting on Dec. 1, 2020 at which the stockholders: (1) elected Oleg Firer, John Roland, Jon Najarian, and Todd Raaru as directors of the Company, three of whom will be independent directors as defined by applicable rules, to serve for a one-year term expiring in 2021; (2) approved an amendment to the Company's 2013 Equity Incentive Plan, as amended, to increase the number of shares of Common Stock authorized for issuance under the Plan by 210,500 shares of Common Stock resulting (if such increase is authorized by the shareholders) in the aggregate 1,160,500 shares authorized for issuance under the Plan, which represents in the aggregate approximately 23.95% of its issued and outstanding Common Stock; (3) approved the issuance by the Company of 119,361 restricted shares of Common Stock to the Company's chief executive officer, Oleg Firer as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; (4) approved the issuance by the Company of 12,287 restricted shares of Common Stock to the Company's chief legal officer, Steven Wolberg as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; (5) approved the issuance by the Company of 4,824 restricted shares of Common Stock to the Company's chief financial officer, Jeffrey Ginsberg as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; (6) approved the issuance by the Company of 3,909 restricted shares of Common Stock to the Company's chief technology officer, Andrey Krotov as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; (7) approved the issuance by the Company of 13,107 restricted shares of Common Stock to president of Unified Payments, the Company's subsidiary, Vlad Sadovskiy as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; (8) approved the issuance by the Company of 8,730 restricted shares of Common Stock to the Company's in-house counsel in Russia, Asaph Panarin as a performance bonus, as required by and in accordance with NASDAQ Listing Rule 5635; (9) ratified the selection of Daszkal Bolton LLP as the Company's independent registered public accounting firm for the year ending Dec. 31, 2020; (10) approved, on an advisory (nonbinding) basis, the compensation of the Company's named executive officers; and (11) approved, on an advisory (nonbinding) basis, the triennial frequency of advisory votes on the compensation of the Company's named executive officers. About Net Element Headquartered in North Miami Beach, Florida, Net Element, Inc. (NASDAQ: NETE) -- http://www.NetElement.com/-- operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise ("SME") in the U.S. and selected emerging markets. In the U.S. it aims to grow transactional revenue by innovating SME productivity services using blockchain technology solutions and Aptito, its cloud-based, restaurant and retail point-of-sale solution. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions. Net Element recorded a net loss attributable to the company's stockholders of $6.46 million for the year ended Dec. 31, 2019, compared to a net loss attributable to the company's stockholders of $4.94 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $21.68 million in total assets, $19.09 million in total liabilities, and $2.59 million in total stockholders' equity. Daszkal Bolton LLP, in Fort Lauderdale, Florida, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has sustained recurring losses from operations and has working capital and accumulated deficits that raise substantial doubt about its ability to continue as a going concern. NILHAN DEVELOPERS: Unsecureds Each Owed Under $85K Unimpaired ------------------------------------------------------------- Ronald L. Glass, as Chapter 11 Trustee for Nilhan Developers, LLC, filed a proposed Fifth Amended Plan of Liquidation for the Debtor. The Plan provides for payment from funds on hand of Allowed Administrative Claims, Allowed Priority Claims and Allowed administrative convenience class claims (general unsecured claims excluding the Nilhan Financial Claim and any claim of Norcross Hospitality) on the Effective Date, or as soon as practicable thereafter. The Plan proposes to pay Norcross Hospitality's claim in accordance with the Norcross Hospitality Order, as it may be modified and/or amended on appeal. If, on appeal, Norcross Hospitality is granted an allowed administrative claim or the claims of Nilhan Financial and Norcross Hospitality are granted equal treatment, then the Nilhan Financial Claim will not be paid in full because Debtor's estate will lack insufficient Assets to pay the claim in full. The Plan Agent will preserve and maintain all Assets unless and until liquidation of them is necessary under the terms of this Section and the Plan. No assets of the Debtor will be liquidated by the Plan Agent unless and until either (i) the funds on hand are insufficient to pay all Allowed Claims, including post-confirmation professional fees, and Plan Expenses or (ii)(A) the Norcross Hospitality Order is modified or amended on appeal such that the Norcross Hospitality claim is not paid subordinate to all Allowed Claims and (B) the funds on hand are insufficient to pay all Allowed Claims, including without limitation the Nilhan Financial Claim (Each of the forgoing (i) and (ii) is referred to herein as a "Liquidation Event"). Class 2 Administrative Convenience Unsecured Class -- which includes holders of unsecured claims against Debtor, each of which is individually less than $85,000 -- will be paid in full on the Effective Date, with interest at the federal judgment interest rate. Class 2 is unimpaired under the Plan. A full-text copy of the Fifth Amended Plan of Liquidation dated December 2, 2020, is available at https://tinyurl.com/y387gsag from PacerMonitor.com at no charge. Attorneys for Ronald L. Glass, as Chapter 11 Trustee: Frank W. DeBorde Lisa Wolgast MORRIS, MANNING & MARTIN, LLP 3343 Peachtree Road, N.E. Suite 1600 Atlanta, Georgia 30326 Tel: (404) 233-7000 About Nilhan Developers Bay Circle Properties, LLC, DCT Systems Group, LLC, Sugarloaf Centre, LLC, Nilhan Developers, LLC, and NRCT, LLC, own 16 different real properties including significant undeveloped acreage. The properties also include office and warehouse buildings, retail shopping centers and free standing single tenant buildings. Bay Circle Properties, et al., filed Chapter 11 bankruptcy petitions (Bankr. N.D. Ga. Case Nos. 15-58440 to 15-58444) on May 4, 2015. The Chapter 11 cases are jointly administered. In the petition signed by Chuck Thakkar, manager, Bay Circle estimated $1 million to $10 million in assets and liabilities. The Debtors tapped John A. Christy, Esq., J. Carole Thompson Hord,Esq., and Jonathan A. Akins, Esq., at Schreeder, Wheeler & Flint, LLP, as bankruptcy attorneys. The Debtors engaged RG Real Estate, Inc., as real estate broker. Ronald L. Glass was appointed as Chapter 11 trustee for the Debtors. The trustee tapped Morris, Manning & Martin, LLP as his bankruptcy counsel; GlassRatner Advisory & Capital Group, LLC as his financial advisor; and Nelson Mullins Riley & Scarborough LLP as special counsel. NORTHLAND CORPORATION: Seeks Feb. 22 Plan Exclusivity Extension --------------------------------------------------------------- Northland Corporation asks the U.S. Bankruptcy Court for the Western District of Kentucky, Louisville Division, to extend the Debtor's exclusive period to file a Chapter 11 plan of reorganization and solicit acceptances through and including February 22 and April 23, 2021, respectively. There is a need for extension of their exclusive periods, as the Debtor anticipates that a going concern asset sale pursuant to 11 U.S.C. Sec. 363(b)(1) is likely to yield the most efficient outcome for parties in interest, and is presently pursuing a "stalking horse" purchase offer from a prospective buyer. If a party other than the Debtor proposes a chapter 11 plan during the Debtor's marketing and sale negotiations, the uncertainty created would certainly depress the going concern value of the bankruptcy estate and chill the sale process, the Debtor explains. The Debtor says the requested additional time will enable it to manage a robust sale process and develop a confirmable chapter 11 plan in conjunction with or subsequent to a sale. About Northland Corporation Northland Corporation -- http://northlandcorp.com-- is in the business of drying, sorting, and grading hardwood lumber. From its headquarters in LaGrange, Kentucky, and lumberyards in Collinwood, Tennessee, and Blainville, Quebec, the Debtor processes and sells a variety of lumber species native to central North America and imports other hardwoods to customers throughout North America and beyond. Northland Corporation filed a Chapter 11 petition (Bankr. W.D. Ky. Case No. 20-31934) on July 27, 2020. In the petition signed by Orn E. Gudmundsson, Jr., chief executive officer, Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Joan A. Lloyd oversees the case. Kaplan Johnson Abate & Bird LLP serves as Debtor's bankruptcy counsel. On September 15, 2020, The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in the Chapter 11 case of Northland Corporation and named Kenneth Walker, Timothy A. Girardi, Ronald W. Nentwig as Committee members and serve as fiduciaries to the general population of creditors they represent. OL RIVER HIDEWAY: Claims Will be Paid in Full in 60 Months ---------------------------------------------------------- Ol River Hideaway, LLC submitted a Plan and a Disclosure Statement The Debtor proposes to pay all Priority Creditors, Secured Creditors and General Unsecured Creditors of their claims in full. The Debtor proposes to fund its Plan through revenues derived from the continued operation of the Debtor's property rental business. The Plan proposes to make regular monthly payments to secured and priority creditors. The Debtor proposes to refinance the property at 8510 River Road, New Braunfels, Texas and pay off the existing liens. General Unsecured Creditors will be paid in monthly installments along with Priority and Secured Creditors. Class VIII Allowed General Unsecured Claims are impaired. There is only one claim in this Class in the amount of $44,900 and it is held by Mark Bivins. This Class shall be paid in 60 monthly installments of $250 each. Thereafter the entire unpaid balance shall be paid in full. This Class will receive interest at the rate of 6.5% per annum. A full-text copy of the Disclosure Statement dated October 12, 2020, is available at https://tinyurl.com/yxplvmgl from PacerMonitor.com at no charge. Attorney for the Debtor: David T. Cain Law Office of David T. Cain 8626 Tesoro Dr., Suite 811 San Antonio, Texas 78217 (210) 308-0388 FAX: (210) 503-5033 About Ol River Hideaway Ol River Hideaway, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-50001) on Jan. 2, 2020, listing under $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Ronald B. King oversees the case. The Debtor is represented by the Law Office of David T. Cain. OLD LC: Committee Taps Stricklin and Hedrick as Litigation Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed to the Chapter 11 cases of Old LC, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stricklin Law Firm, P.C. and Hedrick Kring, PLLC as special litigation counsel. The law firms will render these legal services: (a) represent the committee in connection with the directors and officers (D&O) Adversary Proceeding; and (b) perform such other related litigation and services for the committee as necessary. The law firms will be paid based on a contingency fee of 30 percent of the gross litigation proceeds. If they do not recover money for the committee, they will not receive any attorneys' fees. Stricklin and Hedrick Kring have agreed to divide the work in the case and the percentage amount in accordance with the following: 75 percent to Hedrick Kring and 25 percent to Stricklin. Hedrick Kring will seek reimbursement for any reasonable out-of-pocket expenses incurred in connection with this engagement. Joel Bailey of Hedrick Kring, PLLC and Sam Stricklin of Stricklin Law Firm, P.C., disclosed in court filings that the firms are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firms can be reached through: Joel Bailey, Esq. HEDRICK KRING, PLLC 1700 Pacific Avenue, Suite 4650 Dallas, TX 75201 Telephone: (214) 880-9600 Facsimile: (214) 481-1844 - and – Sam Stricklin, Esq. STRICKLIN LAW FIRM, P.C. 448 US-70 Havelock, NC 28532 Telephone: (252) 447-1064 About Old LC Inc. Old LC, Inc. and its debtor affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 19-11791) on August 11, 2019. Judge Brendan Linehan Shannon oversees the cases. On August 22, 2019, the Office of the United States Trustee appointed the official committee of unsecured creditors in these chapter 11 cases. The committee tapped Stricklin Law Firm, P.C. and Hedrick Kring, PLLC as special litigation counsel. OM SAI BABA: Seeks to Hire HG Tax and Accounting as Accountant -------------------------------------------------------------- Om Sai Baba, LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Missouri to hire Harpreet Singh, which conducts business under the name HG Tax and Accounting, as its accountant. Services the accountant will render are: a. prepare profit and loss statements; b. prepare monthly operating reports; c. prepare bank reconciliations, records and reports as required; and d. assist and advise the debtor in performing other functions as set forth in the Bankruptcy Code and all other necessary accounting functions. HG Tax will charge $75 per hour for its services. HG Tax and Accounting has no connection to its creditors, any other party in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, and represent no interest adverse to the estate in the matters upon which it is to be retained, according to court filings. The firm can be reached through: Harpreet Singh HG Tax and Accounting 2233 S 361 St. Federal Way, WA 98003 Phone: (253) 202-4516 About Om Sai Baba, LLC Om Sai Baba, LLC, owns and operates a convenience store in Noel, Missouri. Om Sai Baba, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-30462) on Oct. 28, 2020. At the time of filing, the Debtor had estimated 500,001 to $1 million in both assets and liabilities. Norman E. Rouse at Collins, Webster & Rouse represents the Debtor as counsel. PACIFIC DRILLING: Hires Jones Walker as Bankruptcy Co-Counsel ------------------------------------------------------------- Pacific Drilling S.A. seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to hire Jones Walker LLP as bankruptcy co-counsel. Services Jones Walker will render are: a. Provide legal advice and services regarding Local Rules, practices, and procedures, including Fifth Circuit law; b. Provide certain services in connection with administration of the Chapter 11 Cases, including, without limitation, preparing agendas, hearing notices, and hearing binders of documents and pleadings; c. Review and comment on proposed drafts of pleadings to be filed with the Court; d. At the request of the Debtors, appear in Court and at any meeting with the United States Trustee and any meeting of creditors at any given time on behalf of the Debtors as their local and conflicts bankruptcy co-counsel; e. Perform all other services assigned by the Debtors to the Firm as co-counsel to the Debtors; f. Provide legal advice and services on any matter on which L&W may have a conflict, or as needed based on specialization; g. Advise and assist the Debtors in consummating transactions that may arise out of or that close during the pendency of these Chapter 11 Cases, including, but not limited to, financing and other transactions contemplated in a chapter 11 plan or motions for authority to sell estate assets; h. Advise the Debtors regarding U.S. securities laws; i. Advise the Debtors about litigation, regulatory and transactional matters involving maritime and offshore energy issues, including, but not limited to, matters related to products liability, insurance and indemnity, Jones Act compliance, maritime personal injuries, manning, documentation and flagging, pollution, and drilling operations; j. Advise the Debtors about executive compensation, labor and employment and employee benefits matters; k. Advise the Debtors about corporate and board of directors administrative matters; l. Advise the Debtors regarding their global compliance program; and m. Advise the Debtors regarding their non-bankruptcy rights and obligations under existing and future contracts and leases. Jones Walker's current hourly rates are: Partners $360 to $605 Special Counsel $420 to $475 Associates $260 to $365 Paraprofessionals $180 to $200 The Firm received a retainer in the aggregate amount of $507,623, comprised of $225,000 received on July 15, 2020, and $250,000 received on October 9, 2020, and $32,623 received on October 23, 2020 for filing fees. Joseph E. Bain, a partner of Jones Walker, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, as required by Section 327(a) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Bain disclosed that his firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements; and that no Jones Walker professional has varied his rate based on the geographic location of the Debtors' bankruptcy cases. Mr. Bain also disclosed that during the 12-month period prior to the petition date, Jones Walker's billing rates and material financial terms have not changed other than the periodic adjustment (in January of each year) to reflect economic and other conditions. The Debtors have already approved the firm's preliminary budget and staffing plan through Dec. 31, 2020, Mr. Bain further disclosed. Jones Walker can be reached through: Joseph E. Bain, Esq. JONES WALKER LP Four United Plaza 8555 United Plaza Blvd. Baton Rouge, LA 70809 Tel: 225-248-2026 Fax: 225-248-3026 About Pacific Drilling Pacific Drilling (NYSE: PACD) provides deepwater drilling services. Pacific Drilling's fleet of seven drillships represents one of the youngest and most technologically advanced fleets in the world. On the Web: http://www.pacificdrilling.com/ On Nov. 12, 2017, Pacific Drilling S.A. along with affiliates each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 17-13193). In that case, Pacific tapped Togut, Segal & Segal LLP as counsel; Evercore Partners International LLP as investment banker; and AlixPartners, LLP, as restructuring advisor. Pacific Drilling S.A. and its affiliates returned to Chapter 11 bankruptcy (Bankr. S.D. Tex. Lead Case No. 20-35212) on Oct. 30, 2020, to seek approval of a bankruptcy-exit plan that will cut debt by $1.1 billion. As of June 30, 2020, Pacific Drilling had $2,166,943,000 in assets and $1,142,431,000 in liabilities. In the present case, Greenhill & Co. is acting as financial advisor to the Debtors, Latham & Watkins LLP and Jones Walker LLP are serving as legal counsel, and AlixPartners is acting as restructuring advisor to Pacific Drilling in connection with the restructuring. Prime Clerk LLC is the claims agent. Houlihan Lokey is acting as financial advisor and Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor to the noteholders. PALM BEACH BRAIN: Plan Exclusivity Extended to January 15 --------------------------------------------------------- At the behest of Palm Beach Brain & Spine, LLC and its affiliates, Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, extended the periods within which the Debtors have the exclusive rights to file a plan through and including January 15, 2021, and to obtain acceptances of a plan to March 16, 2021. The Debtors and the creditors are in the final stages of developing a joint strategy to propose a consensual plan in this case. The parties remain in the process of preparing the receivable reports necessary to develop a consensual plan. The extension of the Exclusive Period will give the Debtors the opportunity to have their Plan of Reorganization confirmed, and permitting the Debtors to move forward in an orderly, efficient and cost-effective manner to maximize the value of the Debtors' assets. About Palm Beach Brain and Spine Palm Beach Brain & Spine -- http://www.pbbsneuro.com/-- is a medical practice providing neurosurgery, minimally invasive spine surgery, and treatment for cancer of the brain and spine. Palm Beach Brain & Spine and two affiliates, Midtown Outpatient Surgery Center, LLC and Midtown Anesthesia Group, LLC, filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 19-20831) on Aug. 15, 2019. The petitions were signed by Dr. Amos O. Dare, manager. Palm Beach Brain disclosed $13,412,202 in assets and $2,685,278 in liabilities. Midtown Outpatient disclosed $6,857,558 in assets and $2,920,846 in liabilities while Midtown Anesthesia listed $5,081,861 in assets and under $50,000 in liabilities. Judge Mindy A. Mora is the case judge. Dana L. Kaplan, Esq. and Craig I. Kelley, Esq., at Kelley Fulton & Kaplan, P.L. are the Debtors' counsel. PAUL F. ROST: Unsecured Tax Claimants to Recover 5% in Plan ----------------------------------------------------------- Paul F. Rost Electric, Inc. d/b/a Rost Electric, Inc. submitted a Plan and a Disclosure Statement. Creditors shall be treated as follows: CLASS 4 Unsecured Tax Claimants will receive approximately 5 percent of their allowed claims. Upon completion of the proposed Phase 1 Renovations the Debtor shall make pro rata quarterly payments to the unsecured tax claimants that represent their allowed claim over a period of 60 months. It is anticipated that a fund of approximately $500 per month will be available to make the pro rata quarterly payments to the allowed unsecured tax claimants. The Debtor is unaware of any pre-petition disputed unsecured claims. In the event that any unsecured claims materialize prior to the confirmation, Debtor shall pay all Class 5 allowed, undisputed claimants 5 percent of their claims in the manner of payment as set forth in Class 4. Class 6 quity Security Claimants shall not receive any payment from the Debtor until Class 1. Class 2, Class 3, Class 4 and Class 5 are paid in full. Equity Secured Claimants shall retain their interest in the reorganized Debtor. Payment for the refurbishment of the building will be provided by Richard Rost, owner and bank loans deferred payments under plan will be made from proceeds received from rental income upon completion of renovations. Under the Plan, the procurement of a tenant or sale of the property is the primary bases upon which payments are planned. About Paul F. Rost Electric Paul F. Rost Electric, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-20344) on Jan. 30, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Jeffery A. Deller oversees the case. Dennis J. Spyra & Associates is the Debtor's legal counsel. PENLAND HEATING: Seeks Approval to Hire Country Boys as Auctioneer ------------------------------------------------------------------ Penland Heating and Air Conditioning, Inc. seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Country Boys Auction & Realty Co., Inc. as its auctioneer. The Debtor desires to hire Country Boys to sell its personal property below: (a) 2008 Pace Trailer VIN 4FPFB12118G131810; and (b) Tools – hammer drill, diamond core bits, and drills. Country Boys will be entitled to receive commissions on real property based on a commission scale of 20 percent on the first $20,000, 10 percent on the next $50,000, and 4 percent on the balance. Michael Gurkins, president of Country Boys Auction & Realty Co., Inc., disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Gurkins COUNTRY BOYS AUCTION & REALTY, INC. 1211 W. Fifth Street Washington, NC 27889 Telephone: (252) 946-6007 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. The Debtor is represented by The Law Offices of Oliver & Cheek, PLLC. PENNSYLVANIA REAL: Gets OK to Hire Faegre Drinker as Counsel ------------------------------------------------------------ Pennsylvania Real Estate Investment Trust and its affiliates received approval from the U.S. Bankruptcy Court for the District of Delaware to employ Faegre Drinker Biddle & Reath LLP to serve as their special counsel. The Debtors require Faegre Drinker to: a. serve as transactional counsel to the Debtors in connection with the proposed exit financing facilities; b. represent certain of the Debtors in connection with the disposition of various real property assets including the sale of multiple outparcels adjacent to retail shopping centers for the development of potential multi-family projects, hotels and retail projects; c. represent the Debtors as corporate and securities counsel including the preparation of board resolutions and other corporate matters and the handling of the public company reporting and other requirements under the Securities Exchange Act of 1934; d. advise the Debtors with respect to certain federal, state and local tax issues; e. represent certain of the Debtors in connection with intellectual property and trademark matters including the preparation, filing and monitoring of trademark applications and registrations; f. represent certain of the Debtors with respect to the regulatory requirements for the maintenance of liquor licenses and liquor license rights in Pennsylvania and New Jersey; g. serve as counsel to certain Debtors in connection with pending litigation in the Circuit Court of the Eighth Judicial Circuit in and for Alachua County, Florida known as Yadda Property Holding I, LLC v. PR Gainesville Limited Partnership (Case No. 01-2019-CA-3186, Division J) involving a claim by a purchaser of a property recently sold by one of the Debtors, including oversight of Florida counsel; and h. represent certain of the Debtors in connection with amendments to credit facilities for properties in which certain of the Debtors own a joint venture interest. Faegre Drinker's current hourly rates are: Partners $660 - $1,800 Associates and Counsel $415 - $605 Paralegals $325 - $345 Due to the longstanding relationship with the Debtors, the Firm provides the Debtors with a 10 percent courtesy discount of the firm's rates and will continue to do so during the pendency of these Chapter 11 Cases. Jerald M. Goodman, a partner at Faegre Drinker, assures the court that the firm does not represent or hold any interest adverse to the Debtors or to the estate with respect to the matters on which Faegre Drinker is to be employed, as required by section 327(e) of the Bankruptcy Code. The firm can be reached through: Jerald M. Goodman, Esq. Faegre Drinker Biddle & Reath LLP 222 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Phone: (302) 467-4200 Fax: (302) 467-4201 About PREIT Pennsylvania Real Estate Investment Trust (NYSE:PEI) is a publicly traded real estate investment trust that owns and manages innovative properties at the forefront of shaping consumer experiences through the built environment. PREIT's robust portfolio of carefully curated retail and lifestyle offerings mixed with destination dining and entertainment experiences are located primarily in densely-populated, high barrier-to-entry markets with tremendous opportunity to create vibrant multi-use destinations. On the Web: http://www.preit.com/ PREIT and certain of its affiliates filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-12737) on Nov. 1, 2020, to implement its prepackaged Chapter 11 plan. The Debtors have tapped DLA Piper LLP (US) LLP and Wachtell, Lipton, Rosen & Katz as their legal counsel, and PJT Partners LP as their financial advisor. PREIT's claims agent is Prime Clerk, maintaining the page https://cases.primeclerk.com/PREIT. PERRY FARMS: Jan. 13, 2021 Plan & Disclosure Hearing Set -------------------------------------------------------- On Nov. 30, 2020, Debtor Perry Farms, LLC filed with the U.S. Bankruptcy Court for the Western District of North Carolina a Disclosure Statement with respect to a Plan. The Debtor has filed a Plan that contemplates that general unsecured claims will be paid in full in equal yearly installment payments. The first payment will be due and payable on Dec. 15, 2021 and will be paid on the same day of each year for a period of 5 years. On Dec. 4, 2020, Judge Laura T. Beyer conditionally approved the Disclosure Statement and ordered that: * Jan. 6, 2021 is fixed as the last day for filing written acceptances or rejections of the plan. * Jan. 13, 2021 at 10:30 A.M., at the U.S. Bankruptcy Court, Charlotte, NC is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. * Jan. 6, 2021 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. A full-text copy of the order dated December 4, 2020, is available at https://www.pacermonitor.com/view/U5V5IBA/Perry_Farms_LLC__ncwbke-20-50338__0059.0.pdf?mcid=tGE4TAMA A copy of the Disclosure Statement dated Nov. 30, 2020 is available at https://www.pacermonitor.com/view/MAIGGOA/Perry_Farms_LLC__ncwbke-20-50338__0040.0.pdf?mcid=tGE4TAMA The Debtor is represented by: Samantha K. Brumbaugh, Esq. Ivey, McClellan, Gatton & Siegmund, LLP 100 South Elm Street, Suite 500 Greensboro, NC 27401 Telephone: (336) 274-4658 Facsimile: (336) 274-4540 Email: dws@iveymcclellan.com About Perry Farms LLC Moore Haven, Fla.-based Perry Farms, LLC, a company in the crop production industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 20-50338) on Aug. 19, 2020. At the time of the filing, Debtor had estimated assets of up to $50,000 and liabilities of between $100,000 and $500,000. Judge Laura T. Beyer oversees the case. Ivey, McClellan, Gatton & Siegmund, LLP is Debtor's legal counsel. PETER S. ROSEN: Sought Order Indicating Free of Liens Sale Denied ----------------------------------------------------------------- Judge Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida denied without prejudice Peter Samuel Rosen's request to amend the order authorizing his sale of his one-third interest in the parcel of land located in Leon County, Florida, and more accurately described as 25 1N 1W .547 AC in 1 1/2 of NW ¼ OR 874-1141; 1360/2362; 1484;543 550; OR 1538/2017; 1910/2369; 1928/2334, to New Sun Properties, LLC for $75,000, in accordance with the Vacant Land Contract, to indicate that the sale of real property is free and clear of all encumbrances. The Court's Order granting the sale is vacated without prejudice for the Debtor to refile a Motion to Sell. An hearing on the Motion was held on Dec. 2, 2020 at 1:30 p.m. Peter Samuel Rosen filed for voluntary relief under Chapter 13 of the Bankruptcy Code on May 13, 2020. The case was converted to a case under Chapter 11 (Bankr. S.D. Fla. Case No. 20-15249-SMG) on June 22, 2020. PLATINUM GROUP: Plans to Sell $2.5M Worth of Common Shares ---------------------------------------------------------- Platinum Group Metals Ltd. reports that the Company intends, subject to regulatory approval, to sell 1,121,076 common shares of the Company at price of US$2.23 each for gross proceeds of US$2.5 million to existing major beneficial shareholder, Hosken Consolidated Investments Limited. The Company intends to use the net proceeds of the Private Placement for its share of pre-development costs on the Waterberg Project in South Africa, partial debt repayment and general corporate and working capital purposes. Closing of the Private Placement is subject to customary closing conditions, including stock exchange approvals and completion of the definitive agreement. On Nov. 30, 2020 the Company completed an At-The-Market Offering (in the USA only) consisting of 5,440,186 common shares at a price of US$2.21 each. Pricing of the Private Placement was set to be consistent with the average pricing for the ATM and represents an 8.79% discount to the five-day volume weighted average trading price of the Company's shares on the NYSE American stock exchange as of Dec. 1, 2020. The Private Placement will allow HCI to maintain a greater than 31% interest in the Company, which it held prior to commencement of the ATM. Securities purchased pursuant to the Private Placement may not be traded for a period of four months plus one day from the closing of the Private Placement. The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements of such Act. The Company may rely on the exemption for "Eligible Interlisted Issuers" under Section 602.1 of the TSX Company Manual in connection with the listing of the common shares on the Toronto Stock Exchange ("TSX") under the Private Placement. About Platinum Group Metals Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- http://www.platinumgroupmetals.net/-- is a platinum and palladium focused exploration, development and operating company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa and in Canada. The Company's sole material mineral property is the Waterberg Project. The Company continues to evaluate exploration opportunities both on currently owned properties and on new prospects. Platinum Group reported a net loss of US$7.13 million for the year ended Aug. 31, 2020, compared to a net loss of US$16.77 million for the year ended Aug. 31, 2019. As of Aug. 31, 2020, the Company had US$37.41 million in total assets, US$41.56 million in total liabilities, and a total shareholders' deficit of US$4.14 million. PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, negative working capital and has significant amounts of debt payable without any current source of operating income which raise substantial doubt about its ability to continue as a going concern. PRO-CRETE READY: Seeks to Hire Eric A. Liepins as Legal Counsel --------------------------------------------------------------- Pro-Crete Ready Mix, LLC seeks authority from the U.S. Bankruptcy Court for the Northern District of Texas to employ Eric A. Liepins, P.C. as its legal counsel. The Debtor needs the firm's legal assistance for the purpose of orderly liquidating its assets, reorganizing the claims of the estate and determining the validity of claims asserted in the estate. The firm will be paid at these hourly rates: Eric A. Liepins $275 Paralegals and Legal Assistants $30 - $50 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred. The firm has been paid a retainer of $5,000, plus filing fee. Eric Liepins, Esq., disclosed in court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Pro-Crete Ready Mix, LLC Pro-Crete Ready Mix, LLC operates a concrete factory in Dallas, Texas. Pro-Crete Ready Mix, LLC filed its Voluntary Petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43507) on Nov. 13, 2020. The petition was signed by Terry Daniels, managing member. At the time of filing, the Debtor estimated $131,000 in assets and $1,907,531 in liabilities. Eric A. Liepins, Esq. at ERIC A. LIEPINS serves as the Debtor's counsel. PROJECT ANGEL: S&P Affirms 'B-' ICR on Acquisition Financing ------------------------------------------------------------ S&P Global Ratings related that Costa Mesa, Calif.-based software and services provider Project Angel Intermediate Holdings LLC (d/b/a MeridianLink) announced the acquisition of Islandia, N.Y.-based Teledata Communications Inc. (TCI), a software as a service (SaaS) provider of loan origination solutions to banks and credit unions. MeridianLink seeks to raise $100 million in incremental first-lien term loan, fully fungible with the existing term loan to fund the acquisition of TCI. S&P affirmed all its ratings, including the 'B-' issuer credit rating on MeridianLink. The recovery rating on its debt remains '3', reflecting meaningful recovery prospects (50%-70%). The stable outlook reflects S&P's expectation that over the next 12 months, S&P adjusted leverage will be elevated in the 7x area while maintaining current profitability and free operating cash flow (FOCF) to debt in the mid- to high-single-digit percentage range. The affirmation reflects S&P's view that MeridianLink's business and financial risk assessment is largely unchanged following the TCI acquisition. TCI offers a suite of SaaS-based loan origination solutions to credit unions and regional banks and is a direct competitor operating at a much smaller scale with annual revenues of about a tenth of MeridianLink's revenue base. The rating continues to reflect the company's high debt leverage and exposure to a niche product offering underpinned by the risk of the cyclicality of consumer lending patterns, a nonrecurring transaction-based revenue model, and a relatively small and concentrated end market. S&P said, "High exposure to transactional-based loan application fees remains our key ratings risk. MeridianLink operates in a niche market providing loan origination software solutions to customers that primarily consist of credit unions and smaller financial institutions. Furthermore, the company generates more than 50% of revenue from transaction fees arising from loan applications rather than recurring subscription revenue. In 2020, mortgage applications have been a major tailwind to topline growth driven by demand in the refinancing market that have outpaced our expectations because of the low interest rate environment. However, in 2021 we expect growth in the mortgage market to decelerate as refinancing activity declines while auto and other consumer loan applications pick up modestly as the economy recovers. Nevertheless, risks to our forecast remain elevated, such as higher loan delinquency rates or interest rates, leading to lower loan volumes." Despite the company's higher expected leverage, high cash balances, operational flexibility, and solid cash flow generation supports credit measures. To fund the acquisition, MeridianLink plans to issue $100 million in incremental first-lien term loan due 2025 that is fungible with the existing first-lien loan. S&P said, "Pro forma for the transaction we expect S&P adjusted leverage will rise to mid-7x from high-6x. We forecast it will decline to the low-7x area in 2021 as some cost synergies are realized. The company has identified cost synergies through planned headcount reductions. We believe the company will realize about half of these savings immediately, while savings in R&D and executive costs will be realized over the next 12 to 18 months after acquisition close. Given the company's operating track record, leverage will likely remain elevated in the 7x area. A key factor supporting our ratings assessment is the company's high cash position, good fixed cost leverage, its variable cost structure, and its low working capital and capex requirements needs that would result in strong FOCF generation of $40 million to $45 million over the next 12 months." S&P said, "The stable outlook reflects our expectation that over the next 12 months, S&P adjusted leverage will be elevated in the 7x area while maintaining current profitability and free operating cash flow (FOCF) to debt in the mid- to high-single-digit percentage range. "We could lower the ratings if liquidity deteriorates such that we expect FOCF to approach break even or the company increases its dependence on the revolver to manage operations. We believe such a decline would result from a reduction in loan applications, increased customer attrition, or a spike in integration-related costs. "While unlikely, we could raise the ratings over the next 12 months if we expect significant deleveraging such that S&P adjusted leverage remains below 5x. A higher rating would also reflect our view that the company and its financial sponsor will refrain from undertaking aggressive, large debt-funded dividends or re-leveraging acquisitions." PUERTO RICO HOSPITAL: To Seek Plan Confirmation Dec. 30 ------------------------------------------------------- On Nov. 2, 2020, Puerto Rico Hospital Supply, Inc. and Customed, Inc., filed their First Amended Joint Plan of Reorganization and their accompanying First Amended Joint Disclosure Statement. The judge on Nov. 10, 2020 entered a scheduling order, scheduling a Dec. 7 hearing on the Disclosure Statement and tentatively setting a Jan. 11, 2021 hearing on the Plan. On Dec. 2, 2020, Judge Enrique S. Lamoutte Inclan entered an order approving the Disclosure Statement and setting a Dec. 30, 2020 hearing to consider confirmation of the Plan. The judge ruled that the Dec. 7 hearing is vacated an the Jan. 11 hearing is moved to Dec. 30. The Debtors are authorized to solicit votes with respect to the Plan In his Dec. 2 order, the judge ruled that: * The Confirmation Hearing for the Plan is rescheduled to December 30, 2020 at 10:00 a.m. * Objections, if any, to the confirmation of the Plan shall be filed with the Court on or before Dec. 16, 2020. * The Deadline to submit ballots to accept or reject to the Plan is hereby set as Dec. 22, 2020. About Puerto Rico Hospital Supply Puerto Rico Hospital Supply, Inc., distributes medical supplies in Puerto Rico. Customed Inc., founded in 1991, manufactures surgical appliances and supplies. Puerto Rico Hospital Supply, Inc. and Customed, Inc., filed voluntary Chapter 11 petitions (Bankr. D.P.R. Case Nos. 19-01022 and 19-01023) on Feb. 26, 2019. The petitions were signed by Felix B. Santos, president. The cases are assigned to Judge Enrique S.Lamoutte Inclan. At the time of the filing, Puerto Rico Hospital estimated $50 million to $100 million in assets and $10 million to $100 million in liabilities while Customed, Inc. estimated $10 million to $50 million in both assets and liabilities. Alexis Fuentes Hernandez, Esq., at Fuentes Law Offices, represents the Debtors. QUEEN ELIZABETH: Seeks to Hire Victoria Realty as Managing Agent ---------------------------------------------------------------- Queen Elizabeth Realty Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of New York to hire Victoria Realty Group, LLC as its managing agent. Victoria Realty Group is to provide property management and leasing for the property located at 68-80 Elizabeth Street, New York, New York 10013. Victoria Realty Group shall serve as the property manager to provide services such as maintaining the rental units (upkeep and repairs); reviewing documents necessary to the rental of the units, if and when necessary; fielding telephone calls from individual renters in connection with the units; sending invoices; reviewing payments and the like. Compensation for Victoria Realty Group is at 4 percent of the gross rents collected per month at the end of such monthly period. The agent can be reached through: Angela Lam Victoria Realty Group, LLC 133‐38 Sanford Avenue, PH B Flushing, NY 11355 Phone: (718) 321-7988 Fax: (718) 321-0688 About Queen Elizabeth Realty Corp. Based in New York, N.Y., Queen Elizabeth Realty Corp. is primarily engaged in renting and leasing real estate properties. Queen Elizabeth realty sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case no. 20-73327) on Nov. 3, 2020. In the petition signed by Myint Kyaw, president, the Debtor disclosed $29,116,238 in liabilities. Judge Louis A. Scarcella oversees the case. Rosen & Kantrow, PLLC is Debtor's legal counsel. REFFICIENCY HOLDINGS: Moody's Assigns B2 CFR, Outlook Stable ------------------------------------------------------------ Moody's Investors Service assigned first time ratings for Refficiency Holdings, LLC, including a B2 Corporate Family Rating (CFR) and B2-PD Probability of Default Rating (PDR). Moody's also assigned B2 ratings to the company's proposed $65 million senior secured first lien revolving credit facility, $370 million senior secured first lien term loan, and $75 million senior secured first lien delayed draw term loan. The proceeds from the proposed term loan along with a $418 million equity contribution will be used to finance the acquisition of Therma by The Blackstone Group, LP. The outlook is stable. The assigned ratings are subject to the transaction closing as proposed and receipt and review of final documentation. Assignments: Issuer: Refficiency Holdings LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: Refficiency Holdings LLC Outlook, Assigned Stable RATINGS RATIONALE The B2 CFR reflects Therma's high adjusted financial leverage of 7.6x pro forma for the transaction at LTM September 30, 2020, including Moody's standard adjustment for the company's multi-employer pension plan (MEPP). Without the MEPP, pro forma LTM September 30, 2020 financial leverage is 6.0x. Moody's expects Therma will grow organically and through acquisitions, as it operates in the fragmented HVAC service industry. While Moody's expects gross debt to increase over the projected period, the company is expected to reduce leverage through EBITDA growth. Moody's projects debt to EBITDA of 7.2x and 6.9x at year end 2021 and 2022, including the MEPP, and 5.8x and 5.6x over the same period without the MEPP adjustment. The B2 rating also considers the company's elevated execution risk in effectively utilizing its delayed draw term loan and integrating future acquisitions. Moody's B2 rating also reflects the company's business profile as a specialty, mechanical, electrical, and plumbing service provider servicing mission critical facilties, as well as, its predictable revenue stream stemming from nondiscretionary preventative maintenance services, which can lead to refurbishment or replacement opportunities. The company benefits from long-standing relationships with customers, the majority of which employ the company to service mechanical (including HVAC) systems that are considered mission-critical and may require full-time Therma staff on the premises. The asset-light nature of the business and low capital requirements contributes to good cash flow. Moody's evaluates one or more environmental, social, or governance factors as being material to the rating. Governance risks for Therma are above average given the company's private equity ownership, which carries a risk of an aggressive financial policy, including debt-funded acquisitions. Social and Environmental risks are not material to Therma. The stable outlook reflects Moody's expectation that Therma will grow organically and through acquisitions while lowering financial leverage through EBITDA growth and maintaining good liquidity. Therma's liquidity is good and characterized by a pro forma $15 million cash balance and access to a $65 million revolver, which Moody's expects will be undrawn at the close of the transaction. Moody's projects free cash flow of $8 million and $13 million in 2021 and 2022, respectively. The $75 million delayed draw term loan is expected to be utilized to fund bolt-on acquisitions. The term loan has no financial maintenance covenants, while the revolver contains a springing maximum first lien net leverage ratio that is tested if outstanding borrowings exceed 35% of the revolver facility. Moody's does not expect this covenant to be triggered over the next 12 months. Substantially all assets are encumbered by the first lien credit facilities, leaving limited sources of alternate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if financial leverage is sustained above 6.5x, if there is a decline in revenue and EBITDA margins, or the company's liquidity weakens. Moody's could also downgrade the ratings if there is an acceleration of debt funded acquisition activity or a significant shareholder return. The ratings could be upgraded if financial leverage is sustained below 5.5x and adjusted EBITDA to interest expense is sustained above 3.0x. In addition, the company would need to maintain conservative financial policies and improve liquidity. Headquartered in San Jose, California, Therma Holdings is a specialty, mechanical, electrical and plumbing services provider focused on serving mission critical facilities. Revenue is derived 30% from HVAC, 30% from mechanical, 20% from plumbing, and 20% from electrical services, all of which are considered complex in nature. On October 30, 2020, the Blackstone Group LP entered into a definitive agreement to acquire Therma. In early November 2020, the Blackstone Group, LP signed an agreement to acquire RE Tech Advisors, a provider of ESG, technical support, engineering services, data management, climate risk assessment, and other advisory services to commercial real estate owners. Therma and RE Tech Advisors transactions are expected to close concurrently. Pro forma the RE Tech Advisors transaction, Therma generated $616 million in sales for the twelve months ended September 30, 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. RHA STROUD: Seeks to Hire Akerman LLP as Counsel ------------------------------------------------ RHA Stroud, Inc. and RHA Anadarko, Inc. seek approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Akerman LLP as their counsel. The Debtors require Akerman to: a. advise the Debtors with respect to their powers and duties as a debtor-in-possession in the continued operation of its business; b. advise the Debtors with respect to all general bankruptcy matters; c. prepare, on behalf of the Debtors, all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of its estate; d. represent the Debtors at all critical hearings on matters relating to its affairs and interests as debtor-in-possession before this Court, any appellate courts, and the United States Supreme Court, and protecting the interests of the Debtors; e. prosecute and defend litigated matters that may arise during this case, including such matters as may be necessary for the protection of the rights, the preservation of the estate's assets, or the Debtors' successful reorganization; f. negotiate appropriate transactions and preparing any necessary documentation related thereto; g. represent the Debtors on matters relating to the assumption or rejection of executory contracts and unexpired leases; h. advise the Debtors with respect to general corporate securities, real estate, litigation, environmental, labor, regulatory, tax, healthcare, and other legal matters which may arise during the pendency of this Chapter 11 Case; and i. perform all other legal services that are necessary for the efficient and economic administration of these cases. The primary attorneys and paralegal within Akerman who will represent the Debtors are: David W. Parham, Partner $725 Esther McKean, Partner $485 Catherine D. Kretzschmar, Special Counsel $450 Martin L. Monaco, Healthcare Partner $850 Richard B. Brosnick, Healthcare Partner $790 Nora Graziano, Paralegal $275 David W. Parham, Esq., a partner with the law firm of Akerman, attests 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: David W. Parham, Esq. 2001 Ross Avenue, Suite 3600 Dallas, TX 75201 Tel: (214) 720-4300 Fax: (214) 981-9339 Email: david.parham@akerman.com About RHA Stroud LLC RHA Stroud Inc. and RHA Anadarko, Inc. operate two hospitals in rural Oklahoma -- the Stroud Regional Medical Center in Stroud, Okla., and The Physicians' Hospital in Anadarko, in Anadarko, Okla. They are the largest non-profit health-care system in Lincoln and Caddo counties, with combined annual revenues of $94.3 million in fiscal year 2019. Both hospitals are designated critical care facilities. One Cura Health, formerly known as One Cura Wellness, is the parent non-profit organization. RHA Stroud and RHA Anadarko sought Chapter 11 protection (Bankr. W.D. Okla. Case Nos. 20-13482 and 20-13483) on Oct. 25, 2020. RHA Stroud was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. Akerman LLP, led by David W. Parham, Esq., and Esther McKean, Esq., is the Debtors' bankruptcy counsel. Rubenstein & Pitts, PLLC, led by Michael A. Rubenstein, Esq., is the Oklahoma counsel. RHA STROUD: Seeks to Hire Rubenstein & Pitts as Local Counsel ------------------------------------------------------------- RHA Stroud, Inc. and RHA Anadarko, Inc. seek approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to hire Rubenstein & Pitts, PLLC as its local counsel. Services to be rendered by Rubenstein are: a. serve as local counsel to assist the Debtor's lead counsel Akerman LLP; b. advise the Debtors with respect to their powers and duties as debtors and debtors-in-possession, including the legal and administrative requirements of operating in chapter 11; c. assist with the preservation of the Debtors' estates, including the administration of these chapter 11 actions commenced under the Bankruptcy Code or otherwise on their behalf, and objections to claims filed against the estates; d. prepare and prosecute on behalf of the Debtors all motions, applications, answers, orders, reports and papers necessary for the administration of the estates; e. negotiate and prepare on the Debtors' behalf chapter 11 plans, disclosure statements and all related agreements and/or documents; f. appear before the Court, and any appellate courts, and protect the interests of the Debtors' estates before such courts; and g. perform all other legal services in connection with these chapter 11 cases such as requested by the Debtors and without duplication of other professionals' services. Rubenstein's hourly rates are: Michael A. Rubenstein, Attorney $350 Leif Swedlow, Attorney $350 Candice Cox, Paralegal $150 Jessica Forgue, Paralegal $150 Rubenstein & Pitts is a "disinterested person" within the meaning of Section 101(14) of the U.S. Bankruptcy Code, according to court filings. Rubenstein can be reached through: Michael A. Rubenstein, Esq. Leif Swedlow, Esq. RUBENSTEIN & PITTS, PLLC 1503 E. 19th Street Edmond, OK 73013 Telephone: (405) 340-1900 Facsimile: (405) 340-1001 Email: mrubenstein@oklawpartners.com lswedlow@oklawpartners.com About RHA Stroud LLC RHA Stroud Inc. and RHA Anadarko, Inc. operate two hospitals in rural Oklahoma -- the Stroud Regional Medical Center in Stroud, Okla., and The Physicians' Hospital in Anadarko, in Anadarko, Okla. They are the largest non-profit health-care system in Lincoln and Caddo counties, with combined annual revenues of $94.3 million in fiscal year 2019. Both hospitals are designated critical care facilities. One Cura Health, formerly known as One Cura Wellness, is the parent non-profit organization. RHA Stroud and RHA Anadarko sought Chapter 11 protection (Bankr. W.D. Okla. Case Nos. 20-13482 and 20-13483) on Oct. 25, 2020. RHA Stroud was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. Akerman LLP, led by David W. Parham, Esq., and Esther McKean, Esq., is the Debtors' bankruptcy counsel. Rubenstein & Pitts, PLLC, led by Michael A. Rubenstein, Esq., is the Oklahoma counsel. RIVERBED PARENT: S&P Cuts ICR to 'CC' on Announced Debt Exchange ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Riverbed Parent Inc. to 'CC' from 'CCC'. S&P also lowered its issue-level ratings on the company's senior unsecured notes to 'C' from 'CC' and first-lien term loan to 'CC' from 'CCC'. The negative outlook reflects S&P's expectation that it will lower the issuer credit rating to 'SD' (selective default) when the transaction closes because S&P considers it a distressed exchange. The downgrade follows Riverbed's announcement that it has commenced an offer to exchange its existing 8.875% senior unsecured notes due 2023 at a discount to par into the new second-lien term loan (cash interest of L+650 bps and PIK interest 4%). The company is also pursuing an amendment and exchange of its existing first-lien term loan. In S&P's view, these transactions would be distressed and tantamount to a default, if consummated, because lenders receive less than the security's original promise. Riverbed's unsecured debtholders will receive less than they were initially promised without, in S&P's view, adequate compensation. Based on the proposal, unsecured noteholders who agree to the exchange by Dec. 15, 2020, will receive $850 in new second-lien loans per $1,000 principal amount of existing notes, including a $50 premium for early agreement. If noteholders agree after that, but before Dec. 30, 2020, they will receive only $800 per $1,000 of the principal amount. The transaction would also eliminate all restrictive covenants, certain default provisions, and collateral requirements in the existing indenture substantially. The Exchange Offer will expire at 11:59 pm on Dec. 30, 2020, and requires a minimum of 90% (greater than $353.65 million) of the outstanding notes to be tendered. According to the company, holders representing $218.4 million of the outstanding aggregate principal amount, including affiliates of Thomo Bravo who own roughly $121 million or 43% of these notes, have agreed to participate in the exchange thus far. S&P said, "In our view, the amendment and exchange of the existing first-lien term loan also receive less than the original promise of the current security. First-lien lenders are being offered an equivalent par value for their current first-lien exposure, facilitated through a combination of a new 1.092 billion first-lien term loan due 2025 (indicative rate of L+600 bps vs. existing of L+325 bps), a proportional share in the new $733 million second-lien term loan due 2026, and about $47 million in cash. As the proportionate share represents a more junior position in the capital structure, and the second-lien loan will receive cash interest(L+650 bps) and PIK interest (4%), we believe lenders receive less value than the security's original promise. "The negative outlook reflects our expectation that we will lower the issuer credit rating to 'SD' (selective default) when the transaction closes because we consider it a distressed exchange. "We expect to lower our issuer credit rating to 'SD' when Riverbed completes its distressed debt exchange, which we expect to occur on Dec. 30, 2020. We would also lower our issue-level ratings on the company's existing first-lien debt due 2022 and unsecured notes due 2023 to 'D'. "Although unlikely at this time, we could raise our rating on Riverbed if we expect it will not complete its distressed debt exchange." ROBERT D. SPARKS: Selling Most of Hawkins-Ellison Place for $604K ----------------------------------------------------------------- Robert Dial Sparks asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of most, but not quite all, of the Hawkins Ellison Place, to Pat Ware and wife, Donna Ware, for $604,000, cash. Mr. Sparks is a resident of Lubbock, Lubbock County, Texas. He owns several tracts of farm land located in Parmer County, Texas. Some of that farm land is leased out on a crop rent basis. Some of the farm land is (or has been) in the USDA's Conservation Reserve Program ("CRP"). In his Schedules, Mr. Sparks lists four tracts of property which comprise what he refers to as the "Hawkins-Ellison Place." Subject to Court approval, he has entered into an Agreement of Purchase and Sale for most, but not quite all, of the Hawkins Ellison Place, the tracts being specifically described as follows, to wit: (i) All of the NW/4 of Section 3, Block A, Capitol Syndicate Subdivision, Parmer County, Texas; (ii) All of the E/2 of Section 14, Block A, Capitol Syndicate Subdivision, Parmer County, Texas; and (iii) All of the NW/4 of Section 18, Block A, Capitol Syndicate Subdivision, Parmer County, Texas. The Agreement further calls for the grant by Mr. Sparks to the Buyers of an easement from the NE/4 of Section 3, Block A, Capitol Syndicate Subdivision to a water pipeline for two wells to all three tracts, and all government payments for 2020 and prior to 2020 will remain with Mr. Sparks and Todd Ware, current tenant on the property. All government payments for 2021 will go to the Buyers. Further, the Buyers, as hereinafter identified, will purchase the growing wheat crop from the tenant, Todd Ware, for $22,000. Finally, the Agreement provides for Mr. Sparks to reserve 50% of the wind rights. Mr. Sparks proposes to sell the described tracts to the Buyers, for the sum of $604,000, cash on closing, less the cost of an owner's policy of title insurance and customary and usual closing costs. The sale is not contingent on the ability of Mr. and Mrs. Ware to obtain financing. Neither party is represented by a realtor; therefore, no real estate commission is to be paid to anybody. The agreement calls for the sale to be closed as soon as possible with an estimated closing date by Dec. 30, 2020 and at a time agreeable by both parties in the office of Farwell Abstract Co., Inc. However, the parties realize that the sale can't close until it is approved by the Court. From the proceeds of the sale, any and all valid liens will be paid on closing. It is believed that AgTexas, PCA, holds a valid lien on the property in an amount estimated to be $488,655 plus accrued interest to the date of closing. A hearing on the Motion is set for Jan. 27, 2021 at 1:30 p.m. Objections, if any, must be filed within 21 days from the date of service of motion. Robert Dial Sparks sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-50079) on May 1, 2020. The Debtor tapped Byrn R. Bass, Jr., Esq., as counsel. ROCKY MOUNTAIN: Signs Global Settlement with Raw Pharma ------------------------------------------------------- Rocky Mountain High Brands, Inc., entered into a Global Settlement Agreement and Mutual Release with Raw Pharma, LLC on Nov. 12, 2020. The Settlement includes substantial modifications to the Company's Asset Purchase Agreement with Raw Pharma dated April 30, 2020. Under the Original Agreement, the Company's subsidiary Rocky Mountain Productions, Inc. acquired certain assets from Raw Pharma including fixtures, machinery, and other equipment. The assets acquired under the Original Agreement were located within a 20,000 square foot facility. Pursuant to the Original Agreement, the Company was to assume the lease for the premises, with the intention of using it as a bottling plant location. Under the Original Agreement, the purchase price for the assets was to be of a combination of cash, common stock, and assumption of indebtedness, including: * $1,750,000 in cash, to be paid as follows: - $250,000 to be paid on or before August 15, 2020 - $500,000 to be paid on or before November 30, 2020 - $750,000 to be paid in 9 monthly installments from May 2020 through January of 2021; and - $250,000 to be paid on or before March 1, 2021 * 27,000,000 shares of the Company's common stock to be issued to Raw Pharma or its designees; and * Assumption or re-financing of Raw Pharma's bank debts secured by the equipment in the amount of $1,007,000. Beginning June 15, 2020, the Company is required to make monthly note payments on the equipment of $20,000 until the bank debt is refinanced or paid off; and * Assumption of the premises lease for the plant, and assumption of certain equipment leases. Following the Company's entry into the Original Agreement, the owner of the leased premises has refused to consent to an assignment of the premises lease to the Company from Raw Pharma. The Company has engaged a leasing broker and are actively searching for a new location for the bottling operation being conducted there. In light of the difficulty encountered with the owner of the leased premises, the Company entered into the Settlement with Raw Pharma, which redefines its financial obligations as follows: * The Company's cash payment obligation has been substantially reduced to the following: - $225,000 previously paid; and - An additional $100,000 to be paid in monthly payments of $15,000 commencing June 1, 2021. * In addition to the 27,000,000 shares of common stock issued as part of the purchase price, the Company will issue an additional 4,700,000 shares to designees of Raw Pharma. * The bank debt to be assumed as part of the purchase price is acknowledged to be $954,514 in total. The Company has agreed to refinance the entirety of these loans such that Raw Pharma and its affiliated guarantor are no longer liable for the debts. In addition to the above-described terms modifying the Company's financial obligations, the Company entered into mutual general releases with Raw Pharma. About Rocky Mountain Rocky Mountain High Brands, Inc. is a consumer goods Company that specializes in health conscious hemp-infused beverages and a naturally high alkaline spring water under the name Eagle Spirit Spring Water. The Company also co-packs beverages and hand sanitizers. Rocky Mountain reported a net loss of $5.27 million for the year ended Dec. 31, 2019, compared to a net loss of $3.35 million for the year ended Dec. 31, 2018. Prager Metis CPAs, LLC, in Basking Ridge, New Jersey, the Company's auditor since 2018, issued a "going concern" qualification in its report dated July 8, 2020, citing that the Company has a shareholders' deficit of $2,622,351 and an accumulated deficit of $40,285,145 as of Dec. 31, 2019 and has generated operating losses since inception. These factors among others, raise substantial doubt regarding the Company's ability to continue as a going concern. ROLTA INTERNATIONAL: Seeks to Hire Maples Law as Legal Counsel -------------------------------------------------------------- Rolta International, Inc. and its affiliates filed an amended application seeking approval from the U.S. Bankruptcy Court for the Northern District of Alabama to hire Maples Law Firm, P.C. as their legal counsel. The Debtors require the firm to: a. prepare pleadings and applications; b. develop the relationship of the status of the Debtors to the claims of creditors; c. advise the Debtors of their rights, duties and obligations; d. take any and all other necessary action incident to the proper preservation and administration of the Debtor's Chapter 11 cases; and e. advise and assist the Debtors in the formation and preservation of a plan to Chapter 11 of the Bankruptcy Code. The firm's current rate for the bankruptcy partner that will be the Debtors' main contact is $395 per hour. The rate for associates charged by the firm is $250 per hour while paralegals is $100 to $250 per hour. The retainer of $22,000 and $1,000 in advanced expenses for filing fees was paid to the firm as a consolidated retainer for all Debtors and has been paid by a non-filing affiliated entity, Rolta Advizex Technologies, LLC. To date, $3,575 in pre-petition fees have been drawn down and expenses have been advanced to pay filing fees. Stuart Maples, Esq., at Maples Law, 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: Stuart M. Maples, Esq. Maples Law Firm, PC 200 Clinton Avenue West, Suite 1000 Huntsville, AL 35801 Telephone: (256) 489-9779 Facsimile: (256) 489-9720 Email: smaples@mapleslawfirmpc.com About Rolta International Huntsville, Ala.-based Rolta International, Inc. provides information technology solutions, services, and software. Rolta International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-82282) on Oct. 29, 2020. The petitions were signed by Preetha Pulusani, president of the Debtors' international operations. At the time of the filing, Rolta International had estimated assets of less than $50,000 and liabilities of between $500 million and $1 billion. Judge Clifton R. Jessup Jr. oversees the cases. Maples Law Firm, PC is Debtor's legal counsel. ROMC LLC: Seeks to Hire Fritz Law Firm as Legal Counsel ------------------------------------------------------- RoMC, LLC seeks authority from the U.S. Bankruptcy Court for the Middle District of Alabama to hire the Fritz Law Firm, LLC as its legal counsel. RoMC requires Fritz Law Firm to: a. give the Debtor legal advice with respect to its powers and duties as the debtor-in-possession in the continued operation of the business and management of the property owned; b. prepare on behalf of the debtor-in-possession necessary applications, schedules, answers, orders, reports and other legal papers; c. represent the debtor-in-possession in all bankruptcy hearings; d. assist in the preparation of the Disclosure Statement and Chapter 11 Plan; and e. perform all other legal services for debtor-in-possession which may be necessary herein. Fritz Law Firm will be paid at the hourly rate of $290. On Nov. 23, 2020, the Debtor paid the firm as a retainer in the amount of $2,083. Fritz Law Firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael A. Friz, Sr., partner of Fritz Law Firm, LLC, assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Fritz Law Firm can be reached at: Michael A. Friz, Sr., Esq. FRITZ LAW FIRM, LLC 25 South Court St., Suite 200 Montgomery, AL 36117 Tel: (334) 230-9790 Fax: (334) 230-9789 About RoMC, LLC RoMC, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ala. Case No. 20-32400) on Nov. 23, 2020. In the petition signed by Lisa Lee McIlwain, authorized signatory, the Debtor estimated $1 million to $10 million in assets and $50,000 in liabilities. Michael A. Fritz, Sr., Esq. at FRITZ LAW FIRM serves as the Debtor's counsel. ROSEGOLD HOTELS: Unsecured Creditors to Split $150K Under Plan -------------------------------------------------------------- Rosegold Hotels LLC, filed a Third Amended Plan of Reorganization on Dec. 2, 2020. The Plan is a plan of reorganization. The Debtor shall continue its business after the Confirmation Date. The Debtor owns and operates a Holiday Inn Express located in Eunice, Louisiana (the "Hotel"). The Hotel is in good condition, but revenues have been negatively impacted by the effects of COVID-19 since early March 2020. The Debtor also had seen a drop in income prior to the early part of 2020 due to the loss of jobs in Louisiana in the oil and gas industry. This hotel served primarily workers in the area rather than travelers. The Hotel is completely renovated and like new. All PIP requirements have been met. The Plan will be funded by the Debtor through the profits it will earn through the continuation of the Debtor's hotel business. As to Class 1: Allowed Secured Claims of West Town Bank & Trust, the Debtor and West Town have agreed that the value of the Collateral is $4,000,000. This places the Allowed Secured Claim of West Town at $4,000,000. To the extent West Town's Claim is partially unsecured, the Claim shall be bifurcated into a Class 1 Secured Claim allowed in the amount of the value of its Collateral (as agreed by the parties) and a Class 6 Unsecured Claim for the remainder, pursuant to 11 U.S.C. Sec. 506(d). The Allowed Unsecured Claim is estimated to be $2,772,085.03. West Town has received adequate protection payments during the pendency of this case and such amounts shall reduce the Allowed Claims of West Town. The Bank will retain all liens against the Property described as Holiday Inn Express Eunice, 1698 U.S. Highway 190, Eunice, St. Landry Parish, Louisiana 70535 to secure repayment of the Allowed Secured Claims in the combined amount of $4,000,000. All other amounts owed to the Bank are treated in the Debtor's Plan as Allowed Unsecured Claims. Class 6 Allowed Unsecured Claims will receive $2,500 per month, to be distributed pro rata among the Class 6 Claimants, payable in equal monthly installments without interest for 60 months, beginning on the first day of the first month following the Effective Date and continuing on the first day of each month thereafter. Class 7 Allowed Equity Interests will be retained. A full-text copy of the Third Amended Plan of Reorganization dated December 2, 2020, is available at https://tinyurl.com/y5uy3cfm from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About Rosegold Hotels LLC Rosegold Hotels LLC, d/b/a Holiday Inn Express Eunice, owns and operates a Holiday Inn Express located in Eunice, Louisiana. It filed a Chapter 11 bankruptcy petition (Bankr. E.D. Tex. Case No. 20-40502) on Feb. 19, 2020. In the petition signed by Rukshanda Hasham, managing member, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Joyce W. Lindauer, Esq., Attorney at Law & Mediator, represents the Debtor. RS IVY HOLDCO: Moody's Assigns Ba3 CFR, Outlook Stable ------------------------------------------------------ Moody's Investors Service, assigned first time ratings to RS Ivy Holdco, Inc., including a Ba3 Corporate Family Rating (CFR) and Ba3-PD Probability of Default Rating (PDR). Moody's assigned a B2 rating to IMTT HoldCo's Senior Secured Term Facility (term loan). The ratings outlook is stable. "RS Ivy Holdco's ratings benefit from its ownership in a diversified terminals platform which is critical oil & gas infrastructure, relatively stable and fee-based cash flow despite the absence of long-term contracts, and long-standing creditworthy customer base. However, the company is constrained by its high consolidated debt leverage, small scale by revenue as compared to its midstream peers and modest cyclicality in its utilization rate. The term loan's ratings are constrained by its subordinated position relative to the OpCo's existing and potential future indebtedness," commented Sreedhar Kona, Moody's senior analyst. "HoldCo's ownership and control of the OpCo and the OpCo's ability to generate strong free cash flow contribute to the stable outlook" On November 8, 2020, IMTT HoldCo, a newly formed affiliate of the sponsor Riverstone Holdings LLC agreed to acquire Macquarie Terminal Holdings, LLC (Acquired Company) for a total consideration of $2.7 billion from Macquarie Infrastructure Corporation (NYSE: MIC). ITT Holdings LLC (IMTT OpCo), a wholly-owned indirect subsidiary of the Acquired Company, owns a portfolio of bulk liquid storage terminals across North America. IMTT OpCo's existing capital structure consists of $600 million senior secured revolving credit facility (undrawn, with approximately $3 million of letters of credit), $325 million of 3.92% senior unsecured notes due 2025, $275 million of 4.02% senior unsecured notes due 2027 and $509 million of tax-exempt bonds due 2025. Riverstone will fund the acquisition of the Acquired Company through $1.1 billion of rolled existing funded indebtedness at the IMTT OpCo, a new $450 million term loan facility issued at IMTT HoldCo and $1.16 billion of new sponsor equity. Pro forma for the transaction, IMTT HoldCo will directly own 100% of the Acquired Company which will indirectly own 100% of the IMTT OpCo, that will maintain all its existing debt. Assignments: Issuer: RS Ivy Holdco, Inc. Probability of Default Rating, Assigned Ba3-PD Corporate Family Rating, Assigned Ba3 Senior Secured Term Loan, Assigned B2 (LGD5) Outlook Actions: Issuer: RS Ivy Holdco, Inc. Outlook, Assigned Stable RATINGS RATIONALE IMTT HoldCo's Ba3 CFR reflects the stable nature of its cash flow to be derived from its ownership in IMTT OpCo, that owns and operates terminal assets which generate revenue through fixed-fee, take-or-pay contracts, and benefits from the geographically diverse footprint of its asset base and the diverse array of the bulk liquid products stored. The company's infrastructure is a critical component of North America's hydrocarbon value chain. The company's pro forma remaining average contract life was only 1.7 years of as of September 2020, however, it will grow as new long-term contracted projects that are being pursued by the company come online. Additionally, the company's top 20 customers have an average of 24 years tenor, represent 65% of 2019 revenues and consist of 80% of investment-grade counterparties. The company is constrained by its high consolidated debt leverage and also the HoldCo/OpCo structure which adds a degree of complexity to the capital structure. The HoldCo term loan's debt service is reliant on OpCo's distributions and the term loan debt is subordinated to OpCo's existing and future potential indebtedness. The term loan benefits from structural enhancements, including an excess cash flow sweep and a debt service reserve account. The company's growth projects constrain distributions to the HoldCo rendering the excess cash flow sweep feature moot through 2021 and delaying debt reduction into 2022. The stable outlook reflects its expectation that IMTT HoldCo will generate steadily growing earnings and ongoing capital spending for growth projects will meaningfully improve the company's contract coverage, cash flow generation and contribute to significant term loan debt reduction. IMTT HoldCo will maintain adequate liquidity. Pro forma for the transaction, the company will have $10 million of cash balance. The company's sole source of cash flow is the distributions it will receive from its IMTT OpCo subsidiary. OpCo's distributions, that will be made after debt service payments on OpCo's indebtedness, will also adequately cover the HoldCo term loan's debt service requirement including its interest payments and the 1% mandatory annual amortization. Additionally, the HoldCo's liquidity is reinforced by a Debt Service Reserve Account (DSRA) supported via a Letter of Credit for six months of expected interest and amortization payments. The company's obligation to maintain DSRA will terminate when the consolidated total net leverage ratio is less than 4.5x. Per the term loan credit agreement, the company is required to maintain a debt service coverage ratio in excess of 1.1x. The company will remain in compliance with this covenant. As of September 30, 2020, IMTT OpCo had $48 million of cash balance and no outstanding borrowings under its $600 million senior unsecured revolving credit facility due in Dec 2023. IMTT OpCo will rely on its operating cash flow and modest revolver drawings to meet its cash needs including debt service and capital spending. IMTT OpCo's credit facility has two financial maintenance covenants including a maximum leverage ratio of 5x and a minimum interest coverage ratio of 3x. IMTT OpCo will remain in compliance with its covenants. IMTT HoldCo's $450 million term loan is rated B2, two notches below the company's Ba3 CFR reflecting its structural subordination to IMTT OpCo's existing indebtedness including the revolver, the unsecured notes and the tax-exempt bonds. The term loan is secured only by IMTT HoldCo's equity ownership interests in IMTT OpCo, and is the most junior debt in the capital structure. Preliminary terms of the IMTT HoldCo's term loan (and subject to change in the final documentation) contain provisions for incremental debt capacity up to $100 million. Additionally, the Acquired Business Debt Covenant in the IMTT HoldCo's term loan preliminary terms prohibit the subsidiaries from incurring indebtedness that would cause Acquired Business Leverage Ratio to exceed 5.5x (with exceptions for periods in which there are acquisitions). Collateral leakage through the transfer of assets to unrestricted subsidiaries is permitted, with no "blocker" protections restricting such transfers. Only wholly owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; dividends of partial ownership interests could jeopardize guarantees. There are no leverage-based step-downs to the requirement that net asset sale proceeds prepay the loans, helping preserve lenders' control over collateral. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS IMTT HoldCo's ratings would be considered for an upgrade if the company grows its size to above $400 million of annual EBITDA and is able to sustain its consolidated debt leverage is below 5x debt/EBITDA. The company must also maintain good liquidity. The ratings may be downgraded if the company's consolidated debt leverage is sustained above 6x or if the company's liquidity weakens. The principal methodology used in these ratings was Midstream Energy published in December 2018. RUBIO'S RESTAURANTS: Committee Taps Emerald as Financial Advisor ---------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Rubio's Restaurants, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Emerald Capital Advisors as its financial advisor. Emerald will render these professional services to the committee: (a) review and analyze the Debtors' operations, financial condition, business plan, strategy, and operating forecasts; (b) assist the committee in evaluating any proposed debtor-in-possession financing; (c) assist in the determination of an appropriate capital structure for the Debtors; (d) advise the committee as it assesses the Debtors' executory contracts including assume versus reject considerations; (e) assist and advise the committee in connection with its identification, development, and implementation of strategies related to the potential recoveries for the unsecured creditors as it relates to the Debtors' chapter 11 plan; (f) assist the committee in understanding the business and financial impact of various restructuring alternatives of the Debtors; (g) assist the committee in its analysis of the Debtors' financial restructuring process; (h) assist the committee in evaluating, structuring and negotiating the terms and conditions of any proposed transaction; (i) assist in the evaluation of any asset sale process; (j) assist in evaluating the terms, conditions, and impact of any proposed asset sale transactions; (k) assist the committee in evaluating any proposed merger, divestiture, joint venture, or investment transaction; (l) assist the committee to value the consideration offered by the Debtors to unsecured creditors in connection with the sale of the Debtors' assets or a restructuring; (m) provide testimony, as necessary, in any proceeding before the Court; and (n) provide the committee with other appropriate general restructuring advice. The firm will be paid at these hourly billing rates: Managing Partners $750 - $800 Managing Directors $650 - $700 Vice Presidents $500 - $550 Associates $400 - $450 Analysts $300 - $350 Emerald will also seek reimbursement for reasonable and necessary expenses incurred in connection with this engagement. John P. Madden, the founder and managing partner of Emerald Capital Advisors, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John P. Madden EMERALD CAPITAL ADVISORS 150 East 52nd Street, 15th Floor New York, NY 10022 Telephone: (646) 968-4094 E-mail: info@emeraldcapitaladvisors.com About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on October 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. On November 9, 2020, the Office of the United States Trustee for the District of Delaware appointed the official committee of unsecured creditors in these chapter 11 cases. The committee tapped Hogan Lovells US LLP and Potter Anderson & Corroon LLP as counsel and Emerald Capital Advisors as financial advisors. RUBIO'S RESTAURANTS: Committee Taps Hogan Lovells as Legal Counsel ------------------------------------------------------------------ The official committee of unsecured creditors appointed in the Chapter 11 cases of Rubio's Restaurants, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Hogan Lovells US LLP as its legal counsel. Hogan Lovells will render these legal services to the committee: (a) advise the committee with respect to its rights, powers, and duties in these Chapter 11 cases; (b) participate in in-person, video conference and telephonic meetings of the committee and any subcommittees formed thereby; (c) assist and advise the committee in its meetings and negotiations with the Debtors and other parties-in-interest regarding these chapter 11 cases; (d) assist the committee in analyzing claims asserted against, and interests in, the Debtors, and in negotiating with the holders of such claims and interests, and bringing, or participating in, objections or estimation proceedings, as necessary, with respect to such claims and interests; (e) assist with the committee's review of the Debtors' Schedules of Assets and Liabilities, Statements of Financial Affairs, and other financial reports prepared by the Debtors; (f) assist the committee in its investigation of the acts, conduct, assets, liabilities, management, and financial condition of the Debtors and of the historic and ongoing operation of their businesses; (g) assist the committee in its analysis of, and negotiations with the Debtors or any third party related to, financing, asset disposition transactions, compromises of controversies, and assumption and rejection of executory contracts and unexpired leases; (h) assist the committee in its analysis of, and negotiations with the Debtors or any third party related to the formulation, confirmation, and implementation of any chapter 11 plan and all documentation related thereto; (i) assist and advise the committee with respect to communications with the general creditor body in these chapter 11 cases; (j) respond to inquiries from individual creditors as to the status of, and developments in, these chapter 11 cases; (k) represent the committee at hearings and other proceedings before the Court and other courts or tribunals, as appropriate; (l) review and analyze complaints, motions, applications, orders, and other pleadings filed with the Court, and advise the committee with respect to formulating positions thereon and filing responses thereto; (m) assist the committee in its review and analysis of, and negotiations with the Debtors and any non-Debtor affiliates related to, intercompany claims and transactions; (n) review and analyze third party analyses or reports prepared in connection with the Debtors' potential claims and causes of action, advise the committee with respect to formulating positions thereon, and perform such other diligence and independent analysis as may be requested by the committee; (o) advise the committee with respect to applicable federal and state regulatory issues, as such issues may arise in these chapter 11 cases; (p) assist the committee in preparing pleadings and applications, and pursuing or participating in adversary proceedings, contested matters, and administrative proceedings as may be necessary or appropriate in furtherance of the committee's duties; and (q) perform such other legal services as may be necessary or as may be requested by the committee in accordance with the committee's powers and duties, as set forth in the Bankruptcy Code or otherwise. The hourly rates of Hogan Lovells' professionals are: Partners $1,095 - $1,450 Counsel $830 - $1,000 Associates and Senior Attorneys $450 - $960 Paralegals $265 - $490 In addition, Hogan Lovells will seek reimbursement of expenses incurred in connection with this engagement. Hogan Lovells also provided the following information in response to the request for additional information set forth in 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: Hogan Lovells did not represent the Committee prior to the commencement of these chapter 11 cases. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Response: Hogan Lovells is in the process of developing a prospective budget and staffing plan for the Committee's review and approval. Hogan Lovells expects that the Committee, the Debtors, and the U.S. Trustee, will maintain active oversight of Hogan Lovells' billing practices. Kevin J. Carey, a partner in the Business Restructuring & Insolvency Group of Hogan Lovells US LLP, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher R. Donoho III, Esq. John D. Beck, Esq. Baraka Nasari, Esq. HOGAN LOVELLS US LLP 390 Madison Avenue New York, NY 10017 Telephone: (212) 918-3000 Facsimile: (212) 918-3100 E-mail: chris.donoho@hoganlovells.com john.beck@hoganlovells.com baraka.nasari@hoganlovells.com – and – Kevin J. Carey, Esq. HOGAN LOVELLS US LLP 1735 Market Street, Floor 23 Philadelphia, PA 19103 Telephone: (267) 675-4600 Facsimile: (267) 675-4601 E-mail: kevin.carey@hoganlovells.com - and - Erin N. Brady, Esq. HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 E-mail: erin.brady@hoganlovells.com About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on October 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. On November 9, 2020, the Office of the United States Trustee for the District of Delaware appointed the official committee of unsecured creditors in these chapter 11 cases. The committee tapped Hogan Lovells US LLP and Potter Anderson & Corroon LLP as counsel and Emerald Capital Advisors as financial advisors. RUBIO'S RESTAURANTS: Committee Taps Potter Anderson as Counsel -------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Rubio's Restaurants, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Potter Anderson & Corroon LLP as counsel. Potter Anderson will render these legal services to the committee: (a) provide legal advice regarding local rules, practices, and procedures and provide substantive and strategic advice on how to accomplish committee goals, bearing in mind that the Delaware Bankruptcy Court relies on Delaware counsel such as Potter Anderson to be involved in all aspects of each bankruptcy proceeding; (b) draft, review and comment on drafts of documents to ensure compliance with local rules, practices, and procedures; (c) draft, review and comment on drafts of any plan and related documents; (d) draft, file and service of documents as requested by Hogan Lovells; (e) prepare certificates of no objection, certifications of counsel, and notices of fee applications; (f) print documents and pleadings for hearings, prepare binders of documents and pleadings for hearings; (g) appear in Court and at any meetings of creditors on behalf of the committee in its capacity as co-counsel with Hogan Lovells; (h) monitor the docket for filings and coordinating with Hogan Lovells on pending matters that may need responses; (i) participate in calls with the committee, the Debtors, and/or parties-in-interest in the case; (j) provide additional administrative support to Hogan Lovells, as requested; and (k) take on any additional tasks or projects the committee may assign. The current standard hourly rates of Potter Anderson professionals and paraprofessionals to be primarily staffed on this matter are: Partners $715 - $745 Associates $385 - $495 Paraprofessionals $290 - $305 In addition, Potter Anderson will seek reimbursement for reasonable and necessary expenses incurred in connection with this engagement. Potter Anderson also provided the following in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement? Response: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Response: Potter Anderson did not represent the Committee in the 12 months prepetition. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: Potter Anderson expects to develop a budget and staffing plan to reasonably comply with the U.S. Trustee's request for information and additional disclosures, as to which Potter Anderson reserves all rights. The committee has approved Potter Anderson's proposed hourly billing rates. Potter Anderson has not received a retainer in connection with its representation of the committee in these chapter 11 cases. Christopher M. Samis, a member of the firm of Potter Anderson & Corroon LLP, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Christopher M. Samis, Esq. L. Katherine Good, Esq. Aaron H. Stulman, Esq. POTTER ANDERSON & CORROON LLP 1313 N. Market Street, 6th Floor Wilmington, DE 19801-3700 Telephone: (302) 984-6000 Facsimile: (302) 658-1192 E-mail: csamis@potteranderson.com kgood@potteranderson.com astulman@potteranderson.com About Rubio's Restaurants Rubio's Restaurants, Inc. and its debtor affiliates are operators and franchisors of approximately 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Visit www.rubios.com for more information. Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on October 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. On November 9, 2020, the Office of the United States Trustee for the District of Delaware appointed the official committee of unsecured creditors in these chapter 11 cases. The committee tapped Hogan Lovells US LLP and Potter Anderson & Corroon LLP as counsel and Emerald Capital Advisors as financial advisors. RUBIO'S RESTAURANTS: Dec. 14 Plan & Disclosure Hearing Set ---------------------------------------------------------- Rubio's Restaurants, Inc. and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order scheduling the Combined Hearing on the adequacy of the Disclosure Statement and confirmation of the Plan. On Oct. 29, 2020, Judge Mary F. Walrath granted the motion and ordered that: * Dec. 14, 2020 at 2:00 p.m. is the Combined Hearing, at which time this Court will consider, among other things, the adequacy of the Disclosure Statement and confirmation of the Plan. * Dec. 7, 2020 at 5:00 p.m. is fixed as the last day to file any objections to adequacy of the Disclosure Statement and confirmation of the Plan. * Dec. 9, 2020 at 5:00 p.m. is fixed as the last day to file any brief in support of confirmation of the Plan and reply to any objections. * The Voting Record Date and the Voting Deadline are approved. A full-text copy of the order dated October 29, 2020, is available at https://tinyurl.com/y4yfw7gd from PacerMonitor.com at no charge. About Rubio's Restaurants Rubio's Coastal Grill, formerly known as Rubio's Fresh Mexican Grill -- http://www.rubios.com/-- is a fast casual "Fresh Mex" or "New Mex" restaurant chain specializing in Mexican food, with an emphasis on fish tacos. Rubio's began as a walk-up taco stand in Mission Bay in 1983. Headquartered in Carlsbad, Calif., Rubio's Restaurants, Inc., and its affiliates are operators and franchisors of 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Rubio's Restaurants, Inc., doing business as Rubio's Coastal Grill and Rubio's Fresh Mexican Grill, along with its affiliates, sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12688) on Oct. 26, 2020. Rubio's Restaurants was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Mary F. Walrath is the case judge. The Debtors tapped ROPES & GRAY LLP as bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as Delaware counsel; MACKINAC PARTNERS LLC as restructuring advisor; and GOWER ADVISERS as investment banker. B. RILEY FINANCIAL, INC., is the real estate advisor. STRETTO is the claims agent. RUBIO'S RESTAURANTS: Landlord Objects to Plan Disclosures --------------------------------------------------------- Landlord Creditor Montalvo Square Associates, LLC, the landlord under a shopping center lease with Rubio's Restaurants, Inc. and Its Debtor Affiliates for a restaurant location in Ventura, California, objects to the Disclosure Statement for the Joint Prepackaged Chapter 11 Plan of Reorganization of Debtors. Montalvo claims that neither the Original Disclosure Statement and Original Plan, nor the Amended Plan contain provisions relating to procedures to be followed for rejected leases. Landlords of rejected leases are left blind as to when the Debtor will vacate the premises for any such rejected locations, when the Debtor will deliver possession of the Premises to the Landlord, and the disposition of any personal property left behind in the Premises. Montalvo points out that on the Petition Date, the Debtor filed a motion seeking authorization to reject certain non-residential leases and, within the context of this motion, provided procedures for turnover of possession as well as dealing with the Debtor's personal property. The Disclosure Statement and Plan are silent on this issue. Montalvo does not object to the Debtors' efforts to confirm a plan of reorganization. However, the Disclosure Statement and the Amended Plan as currently drafted fail to provide adequate information as required under Bankruptcy Code § 1125(a) for landlords like Montalvo to make an informed decision with respect to the Amended Plan. A full-text copy of Montalvo's objection to disclosure statement dated December 4, 2020, is available at https://tinyurl.com/y2mfjky9 from PacerMonitor.com at no charge. Counsel for Montalvo Square: CHIPMAN BROWN CICERO & COLE, LLP William E. Chipman, Jr. (No. 3818) Mark D. Olivere (No. 4291) Hercules Plaza 1313 North Market Street, Suite 5400 Wilmington, Delaware 19801 Telephone: (302) 295-0191 Facsimile: (302) 295-0199 E-mail: chipman@chipmanbrown.com olivere@chipmanbrown.com J. Bennett Friedman FRIEDMAN LAW GROUP, P.C. 1901 Avenue of the Stars, Suite 1000 Los Angeles, California 90067 Telephone: (310) 552-8210 Facsimile: (310) 733-5442 E-mail: jfriedman@flg-law.com About Rubio's Restaurants Rubio's Coastal Grill, formerly known as Rubio's Fresh Mexican Grill -- http://www.rubios.com/-- is a fast casual "Fresh Mex" or "New Mex" restaurant chain specializing in Mexican food, with an emphasis on fish tacos. Rubio's began as a walk-up taco stand in Mission Bay in 1983. Headquartered in Carlsbad, Calif., Rubio's Restaurants, Inc., and its affiliates are operators and franchisors of 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Rubio's Restaurants, Inc., doing business as Rubio's Coastal Grill and Rubio's Fresh Mexican Grill, along with its affiliates, sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12688) on Oct. 26, 2020. Rubio's Restaurants was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Mary F. Walrath is the case judge. The Debtors tapped ROPES & GRAY LLP as bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as Delaware counsel; MACKINAC PARTNERS LLC as restructuring advisor; and GOWER ADVISERS as investment banker. B. RILEY FINANCIAL, INC., is the real estate advisor. STRETTO is the claims agent. RUBIO'S RESTAURANTS: Unsecureds to Get 0% in Prepackaged Plan ------------------------------------------------------------- Rubio's Restaurants, Inc., et al. submitted a Disclosure Statement. The Plan implements a prepackaged restructuring agreed to among the Debtors and the Debtors' major stakeholders, including the Consenting Secured Lenders and the Investor. The restructuring will result in a significant deleveraging of the Debtors' capital structure. The anticipated benefits of the Plan include, without limitation, the following: (a) Conversion of approximately $55.0 million of Secured Loan Claims to equity and an exit facility; (b) Treatment of approximately $18.0 million of Secured Lender Deficiency Claims as General Unsecured Claims under the Plan; (c) A $8.0 million DIP Facility from the DIP Lenders; and (d) Prompt emergence from chapter 11. The Plan provides for the treatment of Claims against and Equity Interests in the Debtors through, among other things, the following: * Each Holder of an Allowed Administrative Claim will receive in full and final satisfaction of its Allowed Administrative Claim an amount of Cash equal to the unpaid portion of such Allowed Administrative Claim; * Each Holder of an Allowed Priority Tax Claim will be treated in accordance with the terms set forth in Section 1129(a)(9)(C) of the Bankruptcy Code; * Each Holder of an Allowed Other Priority Claim, in full and final satisfaction, settlement, release, and discharge and in exchange for each Other Priority Claim, shall (i) be paid in full in Cash, or (ii) receive such other recovery as is necessary to satisfy section 1129 of the Bankruptcy Code; * On the Effective Date, all DIP Claims shall convert on a dollar-for-dollar basis into loans under, or otherwise paid or satisfied by, the Exit Facility pursuant to the Exit Facility Documents in an amount equal to the Exit Conversion Amount; * Each Holder of an Other Secured Claim shall receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Other Secured Claim: (i) payment in full in Cash; (ii) delivery of the collateral securing any such Claim and payment of any interest required under section 506(b) of the Bankruptcy Code; (iii) Reinstatement of such Claim; or (iv) other treatment rendering such Claim Unimpaired in accordance with section 1124 of the Bankruptcy Code; * Each Holder of an Allowed Secured Loan Claim in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for each Allowed Secured Loan Claim, shall receive its Pro-Rata Share of: (A) a portion of the Exit Facility (after accounting for the Exit Conversion Amount) in a principal amount equal to $37.0 million and (B) the Reorganized Equity Interests; * All PPP Loan Claims, for which the Debtors have requested 100% loan forgiveness pursuant to applicable Law, shall be treated as General Unsecured Claims to the extent not forgiven; * All General Unsecured Claims shall be discharged and will receive no distribution on account of such Claims; * Each Intercompany Claim shall, at the option of the Debtors and the Consenting Secured Lenders be (i) Reinstated or (ii) cancelled, released and discharged without any distribution on account of such Claims; * All Subordinated Claims shall be cancelled, released, and discharged as of the Effective Date, and shall be of no further force or effect; * All Equity Interests in Holdings shall be cancelled, released and discharged without any distribution on account of such Equity Interests; and * The Intercompany Equity Interests shall be cancelled, released and discharged without any distribution on account of such Intercompany Equity Interests; provided, however, that at the option of the Debtors and the Consenting Secured Lenders, the Intercompany Equity Interests may be Reinstated for administrative convenience. The Debtors shall fund distributions under the Plan with (1) Cash on hand, including Cash from operations; (2) the proceeds of the DIP Loans; (3) the Exit Facility; and (4) the Reorganized Equity Interests. A full-text copy of the Disclosure Statement dated October 26, 2020, is available at https://tinyurl.com/yyd8jvvy from PacerMonitor.com at no charge. Proposed Counsel for the Debtors: M.Blake Cleary, Esq. Edmon L. Morton, Esq. Ryan M. Bartley, Esq. Betsy L. Feldman, Esq. YOUNG CONAWAY STARGATT &TAYLOR, LLP Rodney Square, 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 - and - Gregg M. Galardi, Esq. Cristine Pirro Schwarzman, Esq. ROPES & GRAY LLP 1211 Avenue of the Americas New York, New York 10036 Telephone: (212) 596-9000 About Rubio's Coastal Grill Rubio's Coastal Grill, formerly known as Rubio's Fresh Mexican Grill -- http://www.rubios.com/-- is a fast casual "Fresh Mex" or "New Mex" restaurant chain specializing in Mexican food, with an emphasis on fish tacos. Rubio's began as a walk-up taco stand in Mission Bay in 1983. Headquartered in Carlsbad, Calif., Rubio's Restaurants, Inc., and its affiliates are operators and franchisors of 170 limited service restaurants in California, Arizona, and Nevada under the Rubio's Coastal Grill concept. Rubio's Restaurants, Inc., doing business as Rubio's Coastal Grill and Rubio's Fresh Mexican Grill, along with its affiliates, sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12688) on Oct. 26, 2020. Rubio's Restaurants was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Mary F. Walrath is the case judge. The Debtors tapped ROPES & GRAY LLP as bankruptcy counsel; YOUNG CONAWAY STARGATT & TAYLOR, LLP, as Delaware counsel; MACKINAC PARTNERS LLC as restructuring advisor; and GOWER ADVISERS as investment banker. B. RILEY FINANCIAL, INC., is the real estate advisor. STRETTO is the claims agent. RWDY INC: Committee Taps Stout Risius as Financial Advisor ---------------------------------------------------------- The official committee of unsecured creditors appointed to the Chapter 11 case of RWDY, Inc. filed an amended application seeking approval from the U.S. Bankruptcy Court for the Western District of Louisiana to employ Stout Risius Ross, LLC as its financial advisor. On Oct. 22, 2020, the committee filed its application to employ Stout Risius Ross, LLC as financial advisor to the Official Committee of Unsecured Creditors of RWDY, Inc. The Debtor and its lender Seacoast Business Funding filed objections to the application. After review of the objections, the committee requested Stout to amend its engagement letter and agree to have the engagement reviewed under the fee approval standards of 11 U.S.C. Sec. 330(a) rather than 11 U.S.C. Sec. 328(a). Stout agreed and issued an amended engagement letter superseding the prior form on Nov. 18, 2020, and the committee approved such amended engagement letter. The firm will render these professional services: (a) analyse the Debtor's general financial and business condition; (b) review and critique of the Debtor's financial projections and assumptions; (c) review of the Debtor's financial information; (d) provide financial advisory services. (e) review and analyse the reporting regarding cash collateral and any debtor-in-possession financing arrangements and budgets; (f) provide qualitative analysis of the Debtor's plants, operations, and facilities; (g) provide qualitative analysis of the Debtor's customers and suppliers; (h) provide qualitative analysis of the Debtor's principal products and markets; (i) attend Committee meetings to discuss Stout's analyses; (j) review of filings required by the Court or U.S. Trustee; (k) analyse assumption and rejection issues regarding executory contracts and leases; (l) review and analyse the Debtor's proposed business plan; (m) assist in evaluating reorganization strategies and alternatives available to the creditors; (n) assist in preparing and/or reviewing documents necessary for confirmation; (o) advise and assist the Committee in negotiations and meetings with the Debtor, lenders, and customers; (p) advise and assist the Committee regarding tax consequences of proposed actions; (q) assist with the claims resolution procedures; (r) determine the Debtor's enterprise value as of the petition date and as of the effective date of a Chapter 11 plan of reorganization; (s) determine asset and liquidation valuations; (t) provide expert witness report and testimony regarding the Debtor's enterprise valuation, the valuation of any securities proposed to be issued under any Chapter 11 plan of reorganization for the Debtor, confirmation issues, or other matter; (u) provide litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions, or other matters; and (v) provide other such functions as requested by the Committee or its counsel to assist the Committee in this Chapter 11 case. The firm's hourly rates are: John D. Baumgartner, Managing Director $415 Ann Huynh, Director $385 Hayden Hill, Associate $210 Further, Stout will be reimbursed for reasonable expenses incurred in connection with this engagement. John D. Baumgartner, a managing director at Stout Risius Ross, LLC, disclosed in court filings that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John D. Baumgartner STOUT RISIUS ROSS, LLC 1000 Main Street, Suite 3200 Houston, TX 77002 Telephone: (713) 225-9580 Facsimile: (713) 225-9588 E-mail: jbaumgartner@stout.com About RWDY Inc. RWDY, Inc. -- http://www.rwdyinc.com/-- is an internationally recognized provider of oil field consultants. The Company's personnel have successfully supported offshore drilling operations in Australia, Brazil, Cameroon, New Zealand, Nigeria, Qatar, New Zealand, United Arab Emirates and Venezuela. The Company's consultants include: project managers; drilling/completion engineers; drilling/completion foreman; mud engineers; HSE advisors/SEMS advisors/HSE consultants; rig clerks/logistics coordinators; shore base dispatchers/materials coordinators; rig commissioning managers; and cement specialists. RWDY Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-10616) on June 22, 2020. In the petition signed by Brian T. Owen, president, the Debtor was estimated to have up to $50,000 in assets and $10 million to $50 million in liabilities. Judge John S. Hodge oversees the case. Robert W. Raley, Esq., represents the Debtor. On July 15, 2020, the Acting United States Trustee for Region 5 appointed the official committee of unsecured creditors in this chapter 11 case. The committee tapped Stout Risius Ross, LLC as financial advisor. SABLE PERMIAN: Seeks January 21 Plan Exclusivity Extension ---------------------------------------------------------- Sable Permian Resources, LLC and its affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, to extend the Debtors' exclusive period to file a Chapter 11 plan through and including January 21, 2021, and to solicit acceptances through and including March 22, 2021. The Debtors have made good progress in their chapter 11 case. For the last several months, the Debtors were fully engaged in a marketing process for a value-maximizing transaction. Four days after the Petition Date, the Debtors filed a motion seeking approval of bidding procedures, which the Court approved by the entry of an order on August 11. The Debtors and their advisors, particularly the Evercore team, ran a robust marketing process and received bids from a number of parties to purchase some or substantially all of the Debtors' assets. The Debtors shared the bids with and sought feedback from the consultation parties, and the Debtors also sought feedback from the secured lenders under the Debtors' prepetition and post-petition revolving credit facilities. The Debtors shared that feedback with the potential purchasers prior to October 2, 2020, scheduled auction date to allow the potential purchasers to refine their bids if they so desired. However, the Debtors received only one bid that Mr. Mohsin Y. Meghji, as Chief Restructuring Officer of, and on behalf of, the Debtors, in consultation with the consultation parties, deemed a "Qualified Bid" -- the plan term sheet submitted by JPMorgan. As a result, on October 1, 2020, the Debtors cancelled the auction and designated JPMorgan as the "Successful Bidder" and JPMorgan's plan term sheet as the "Successful Bid." JPMorgan's plan term sheet provides that the Lenders -- pursuant to a credit bid in partial consideration for their secured claims and through a 100% indirect equity ownership stake in reorganized Sable Land LLC -- will take ownership of substantially all of the assets of the Debtors along with certain specified liabilities. The term sheet also states that liquidity funding available under the post-petition DIP credit agreement will provide for payment, in cash, on the emergence date of the Debtors, for: (a) all assets to be owned by reorganized Sable Land LLC over which the Lenders do not have a perfected security interest; (b) all administrative and priority expense claims of the Debtors and any cure costs in respect of any executory contracts or leases which are proposed to be assumed pursuant to the plan; (c) wind-down expenses for the Debtors that are contemplated to be wound down; and (d) a cash pool sufficient to provide for the satisfaction in full of all of the Debtors' secured claims which are senior to the Lenders' secured claims and are allowed (or become allowed) claims. To implement the restructuring contemplated in JPMorgan's term sheet, the Debtors' advisors and JPMorgan's advisors have been, and are, working diligently to formulate and finalize a chapter 11 plan and related disclosure statement. The Debtors have negotiated, and continue to negotiate, in good faith with all of the Key Constituents in the hope of building consensus for a smooth and efficient plan confirmation process. The Debtors have been holding weekly town hall meetings with the Key Constituents to make sure that each of the Key Constituents has full and equal access to Mr. Meghji and to ensure an open line of communication. The Debtors and certain of the Key Constituents have exchanged settlement and plan-related proposals and have maintained ongoing discussions regarding these proposals. The parties should be afforded an opportunity to continue these good-faith negotiations, aimed at obtaining an efficient and consensual chapter 11 plan. Finally, the Debtors said they are generally paying their debts as they become due, and there is no evidence that the Debtors are seeking an extension as a means to pressure creditors. So, terminating the exclusive periods could have the opposite result, inviting disruptive and costly litigation. About Sable Permian Resources Sable Permian Resources, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33193) on June 25, 2020. At the time of the filing, Sable Permian Resources disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Marvin Isgur oversees the cases. Debtors have tapped Latham & Watkins, LLP and Hunton Andrews Kurth LLP as legal counsel, Alvarez & Marsal North America LLC as financial advisor, Evercore Group LLC as investment banker, and M-III Advisory Partners, LP as financial advisor. Mohsin Y. Meghji of M-III Advisory Partners is Debtors' chief restructuring officer. Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC are tapped as liquidation analysis and valuation experts and sage-popovich, inc. as valuation expert. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 17, 2020. The committee has tapped Paul Hastings LLP and Mani Little & Wortmann, PLLC as its legal counsel, Conway MacKenzie LLC as financial advisor, and Miller Buckfire & Co. LLC and Stifel, Nicolaus & Co. Inc. as investment banker. SABON HOLDINGS: Seeks to Hire Development Specialists, Appoints CRO ------------------------------------------------------------------- Sabon Holdings, LLC and its debtor affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Development Specialists, Inc. to provide management and restructuring services and appoint Yale S. Bogen as their CRO. Services Mr. Bogen will render are: a. assume control of the Debtors' restructuring and direct the Debtors with respect to their bankruptcy in the jointly administered Chapter 11 Cases; b. implement and prosecute the Chapter 11 Cases, including negotiation with creditors, reconciliation of claims and confirmation of a plan or plans of reorganization; and c. provide restructuring support services as requested or required to the Debtors, which include but are not limited to: i. assist the Debtors in the preparation of financial and other disclosures required by the Bankruptcy Code, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; ii. advise and assist the Debtors, the Debtors' legal counsel and other professionals in responding to third party requests; iii. attend meetings and assisting in communications with parties in interest and their professionals, including any official committee(s) appointed pursuant to the Bankruptcy Code, by the Office of the United States Trustee; iv. provide litigation advisory services with respect to accounting matters, along with expert witness testimony on case related issues; and v. render such other general business consulting services or other assistance as the Debtor may deem necessary and which are consistent with the role of a financial advisory and not duplicative of services provided by other professionals in this case. The firm's hourly rates are: Yale S. Bogen $535 Yimen Zang $360 The Debtors have provided Development Specialists a retainer in the amount of $75,000 to secure a portion of the fees and expenses and to retain its status as a non-creditor. Mr. Bogen, managing director at Development Specialists, assures the court that he and his firm are "disinterested persons," as such term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Yale S. Bogen Development Specialists, Inc. 110 East 42nd St., Suite 1818 New York, NY 10017 Tel: 212-425-4141 Fax: 212-425-9141 About Sabon Holdings Sabon Holdings distributes personal care products. It offers, among other items, bath balls, foams, mineral powders, body scrubs, shower gels, milky soaps, deodorants, perfumes, massage oil, body lotions, hand soaps, scrubs and exfoliants, moisturizers, hand sanitizers, lip care, and eye care products. Sabon Holdings LLC and its affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-11320) on May 29, 2020. The petitions were signed by Yale Scott Bogen, chief restructuring officer. At the time of the filing, Sabon Holdings LLC disclosed total assets of $140,094 and total liabilities of $10,283,527. Judge James L. Garrity, Jr. oversees the cases. The Debtors tapped Smith, Gambrell & Russell, LLP as counsel; Development Specialists, Inc., as restructuring advisor; and Eshel, Aminov & Partners LLP as certified public accountant. SANTA CLARITA: Gets OK to Hire Snell & Wilmer as Legal Counsel -------------------------------------------------------------- Santa Clarita, LLC received approval from the U.S. Bankruptcy Court for the District of Arizona to hire Snell & Wilmer L.L.P. as its legal counsel. Services to be rendered by Snell & Wilmer are: (a) advise the Debtor with respect to its powers and duties as debtor and debtor-in-possession in the continued management and operation of its business and property; (b) perform certain necessary services as the Debtor's bankruptcy counsel, including, preparing, or assisting in the preparation of, a plan of reorganization and disclosure statement on behalf of the Debtor; (c) take all necessary actions to protect and preserve the Debtor's estate during the pendency of this Bankruptcy Case, including prosecution of actions by the Debtor, the defense of any action commenced against the Debtor and negotiations concerning litigation in which the Debtor is involved; (d) provide legal advice regarding any disclosure statement and plan filed in this Bankruptcy Case and with respect to the process for approving a disclosure statement and confirming confirmation of a plan; (e) perform such other legal services that are desirable and necessary for the efficient and economic administration of this Bankruptcy Case. The primary attorneys and paralegals that may be designated to represent the Debtor and their current hourly rates are: Christopher H. Bayley, Partner $800 James G. Florentine, Associate $375 Molly J. Kjartanson, Associate $375 Claudia D. Paulsen, Paralegal $275 Snell & Wilmer is "disinterested" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Christopher H. Bayley, Esq. James G. Florentine, Esq. Molly J. Kjartanson, Esq. SNELL & WILMER L.L.P. One Arizona Center 400 E. Van Buren St., Ste. 1900 Phoenix, AZ 85004-2202 Tel: (602) 382-6000 Email: cbayley@swlaw.com jflorentine@swlaw.com mkjartanson@swlaw.com About Santa Clarita, LLC Santa Clarita, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Santa Clarita, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on Nov. 12, 2020. The petition was signed by David W. Lunn, CEO of Remediation Financial, Inc., manager of the Debtor. At the time of filing, the Debtor estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Thomas H. Allen, Esq. at ALLEN BARNES & JONES, PLC represents the Debtor as counsel. SEADRILL PARTNERS: Fee Dispute Resulted to Chapter 11 Filing ------------------------------------------------------------ Law360 reports that offshore drilling rig operator Seadrill Partners LLP on Friday, December 4, 2020, told a Texas bankruptcy judge that it ended out-of-court restructuring talks over its $2.7 billion debt and filed for Chapter 11 after its parent company swept one of its bank accounts to pay disputed management fees. At a remote hearing for Seadrill Partners' first-day Chapter 11 motions, the company said the filing was intended to stop its parent company from seizing more cash to pay the disputed fees, leading U. S. Bankruptcy Judge David Jones to caution the parties not to let the argument over the tens of millions of dollars in fees. About Seadrill Partners Seadrill Partners LLC (NYSE: SDLP) is a limited liability company formed bydeepwater drilling contractor Seadrill Ltd. (OTCMKTS:SDRLF), to own, operate and acquire offshore drilling rigs. Seadrill Partners was founded in 2012 and is headquartered in London, the United Kingdom. Seadrill Partners, set up as an asset-holding unit, owns four drillships, four semi-submersible rigs and three so-called tender rigs which are all operated by Seadrill Ltd. Seadrill Partners LLC and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020. Seadrill Partners disclosed $4,579,300,000 in assets and $3,122,300,000 in total debts of June. 30, 2020. JACKSON WALKER L.L.P., led by Matthew D. Cavenaugh, is the Debtors' counsel. SECOND WIND: Gets Approval to Tap D&S Law Group as Attorney ----------------------------------------------------------- Second Wind Housing, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ D&S Law Group, P.A. as its attorney. The attorney will render these legal services: (a) give advice to the Debtor with respect to its powers and duties as a Debtor-in-Possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. The hourly rates of the firm's attorneys and professionals are: Elias Leonard Dsouza, Esq. $350 Associate Attorneys $250 Law Clerks $150 Paralegals/Assistants $75 The Debtor has provided an initial retainer in the amount of $6,765. Elias Leonard Dsouza, Esq., disclosed in court filings that he and the firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Elias Leonard Dsouza, Esq. D&S LAW GROUP, P.A. 8751 W. Broward Blvd., Suite 301 Plantation, FL 33324 Telephone: (954) 358-5911 Facsimile: (954) 357-2267 E-mail: Dtdlaw@aol.com About Second Wind Housing Second Wind Housing LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-22427) on November 13, 2020, listing under $1 million in both assets and liabilities. D&S Law Group, P.A., led by Elias Leonard Dsouza, Esq., serves as the Debtor's counsel. SENIOR PRO SERVICES: Has Until Dec. 18 to File Plan & Disclosures ----------------------------------------------------------------- Judge Charles Novack of the U.S. Bankruptcy Court for the Northern District of California has entered an order grating debtor Senior Pro Services, LLC, an extension of the deadline to file and serve a combined plan and disclosure statement until December 18, 2020. In addition, the Debtor is directed to schedule a hearing on the disclosure statement portion of its proposed combined plan and disclosure statement for February 5, 2021 at 11:00 a.m. In seeking an extension, the Debtor explained that in recent weeks its counsel has been in close communication with Fessha Taye, Debtor's CEO and court-appointed Responsible Individual, as well as Lori Orque, the staff employee most involved in budgeting. Unfortunately both Mr. Taye and Ms. Orque are facing ongoing health challenges, making it difficult for them to focus their full attention on plan-related issues. All involved are hopeful that their health issues can be resolved soon. At the same time, the recent surge in COVID infections and renewed restrictions on gatherings and travel in the Bay Area are injecting additional uncertainty into the Debtor's financial prospects, including its ability to continue providing on-site and in-home care services in the near term. The Debtor's cousnel is confident that with the benefit of an additional 16 days' time, debtor will be in a position to file and serve a combined plan and disclosure statement. If filed by the requested December 18, 2020 deadline, debtor should still be able to schedule the disclosure statement portion for hearing on February 5, 2021, which would provide 48 days' notice to creditors. A full-text copy of the order dated December 3, 2020, is available at https://tinyurl.com/y4yxw4js from PacerMonitor at no charge. Counsel for the Debtor: JAMES A. SHEPHERD LAW OFFICES OF JAMES SHEPHERD 3000 Citrus Circle, Suite 204 Walnut Creek, CA 94598 Tel: (925) 954-7554 Fax: (925) 281-2341 E-mail: jim@jsheplaw.com About Senior Pro Services Senior Pro Services is a home health care service provider in San Leandro, California. It sought protection under Chapter II Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-40408) on February 22, 2020. The case is assigned to Judge Charles Novack. The Debtor estimated $1 million to $10 million in assets and $100,000 to $500,000 in liabilities. The petition was signed by Fessha Taye, the Debtor's manager and chief executive officer. James A. Shepherd, Esq. at the Law Offices of James Shepherd is the Debtor's counsel. SHREE MADHAV: $350K Sale of Assets to Zheng Approved ---------------------------------------------------- Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey authorized Shree Madhav Laundry, LLC's sale of assets to Zheng Hai Zheng and/or his assigns for $350,000, on the terms of their Agreement of Purchase and Sale, dated Oct. 19, 2020. The sale is free and clear of all liens, claims and encumbrances, with valid liens to attach to proceeds of sale. The transfer authorized by the Order will be subject to valid liens attaching to the proceeds of sale. The proceeds of sale in the amount of $350,000 will be distributed at closing as follows: (i) Eastern Funding: $294,116; (ii) Feldman Brokerage: $30,000; (iii) Scott S. Rever, Trustee: $10,625 (to be held in Scott Rever's trust account pending fee application approval); and (iv) The Kelly Firm, PC: $17,2590 (to be held in The Kelly Firm, PC's trust account pending fee application approval). In addition, the Debtor's landlord, MRCP Pennington Urban Renewal, LLC will be entitled to set off the Debtor's security deposit totaling $19,600 against the Landlord's claim of $25,686 representing post-petition rent due and owing through and including December 2020, with the remaining post-petition rent balance of $6,086 to be paid from the funds on hand in the Debtor's DIP bank account at the closing. The 14-day stay under Federal Rule of Bankruptcy Procedure 6004(h) is waived. A copy of the Order will be served upon all secured creditors or their counsel, the 20 largest unsecured creditors, appropriate taxing authorities, and the Office of the United States Trustee after its entry. A hearing on the Motion was held on Dec. 3, 2020 at 10:00 a.m. A copy of the Agreement is available at https://tinyurl.com/yyv679zx from PacerMonitor.com free of charge. About Shree Madhav Laundry Shree Madhav Laundry, LLC, is a laundromat with a primary business address of 359 Pennington Avenue, Trenton, New Jersey. Shree Madhav Laundry, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 20-20449) on Sept. 10, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by The Kelly Firm, P.C. SLIDEBELTS INC: Unsecureds Will be Paid 2% in 5 Years ----------------------------------------------------- SlideBelts Inc. submitted a Plan of Reorganization and a Disclosure Statement. The Debtor has both secured and unsecured debt. As of Petition Date, the Debtor's Schedules listed $1,248,7431 in secured debt obligations and $6,135,718 in unsecured claims. The Debtor has five secured claims: (1) First US Community Credit Union holds a claim of $307,262.01 with a first-position blanket security interest on all assets; (2) Amazon Capital Services Inc. holds a claim of $401,576.24 secured by a first-position security interest on inventory held in Amazon's warehouses; (3) Toyota Financial Services holds a claim of $17,233.67 secured by a Toyota vehicle; (4) Kalamata Capital, LLC purports to hold a secured claim junior to First US Community Credit Union and Amazon Capital secured by a blanket security interest on all assets; however, the claim is unperfected and will be treated as a Class 6 general unsecured claim; (5) US Small Business Administration holds a claim of $150,000 for an Economic Injury Disaster Loan secured by all assets of the business junior to First US Community Credit Union and Amazon Capital. The Debtor has no unsecured creditors holding Priority Claims that need to be classified. The Debtor's remaining debt consists of approximately 24 nonpriority unsecured claims totaling $6,135,718. By the Plan, the Debtor proposes to (a) pay First US Community Credit Union's secured claim in full at 6 percent interest over a four-year period; (b) pay Amazon Capital Services Inc.'s secured claim in full at 6 percent interest over a five-year period; (c) pay Toyota Financial Services according to its pre-Petition Date contract in full at the contract rate of 5.54 percent over the remaining contractual term; (d) pay the Kalamata claim as a Class Six general unsecured creditor, (e) pay the US Small Business Administration according to its pre-Petition Date contract in full at the contract rate of 3.75 percent over the remaining 30 year contractual term; (f) pay the unpaid administrative priority claims from Debtor's earlier Chapter 11 case ten percent (10%) of their allowed claims, and (g) pay the Debtor's unsecured creditors 2 percent of their claims of over a five-year period. Equity Interests will be reinstated, provided, however, that the Debtor may not make any payments on account of Equity Interests until the completion of the Plan. Any provisions of any Equity Interest or agreements with holders of Equity Interests requiring mandatory payments of profits will be permanently rejected. The Debtor will make no distributions to holders of Equity Interests unless and until all payments required under this Plan have been paid in full. On the Effective Date, all assets of the Debtor's estate, including all real and personal property, all Causes of Action, interests, claims, choses in action, and rights under any contracts (executory or otherwise), against any person will re-vest and be transferred to the post-Effective Date Debtor. The Debtor will remain in possession of all other assets, including its business and will continue to sell its products through its existing marketing channels while seeking to incrementally increase its sales through a measured growth model that emphasizes profitability. A full-text copy of the Plan of Reorganization dated October 7, 2020, is available at https://tinyurl.com/y2kujga7 from PacerMonitor.com at no charge. Attorneys for debtor SlideBelts Inc.: Reynolds Law Corporation 424 Second Street, Ste. A Davis, CA 95616 530 297 5030 telephone 530 297 5077 fax sreynolds@lr-law.net email About SlideBelts Inc. SlideBelts, Inc. is an El Dorado Hills, Calif.-based belt company founded in 2004. Visit https://slidebelts.com for more information. SlideBelts sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-24098) on Aug. 25, 2020. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. Judge Clement oversees the case. Reynolds Law Corporation is Debtor's legal counsel. SPAIN TO MAINE: Dec. 10 Plan & Disclosure Hearing Set ----------------------------------------------------- On Oct. 26, 2020, Debtor Spain to Maine Hauling, LLC filed with the U.S. Bankruptcy Court for the Northern District of Mississippi a disclosure statement with respect to a plan. The Debtor has proposed a Chapter 11 Small Business Subchapter V Plan. According to the Disclosure Statement, general unsecured creditors will receive the net operating profits of the Debtor over a 36-month period. On October 30, 2020, Judge Selene D. Maddox conditionally approved the disclosure statement and established the following dates and deadlines: * December 2, 2020 is fixed as the last day for filing ballots accepting or rejecting the Plan. * December 2, 2020 is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. * December 10, 2020 at 10:00 AM, in the Greenville Federal Building, 305 Main Street, Greenville, MS, is fixed for the hearing on final approval of the Disclosure Statement (if a written objection has been timely filed) and for the evidentiary hearing on confirmation of the Plan. A full-text copy of the order dated October 30, 2020, is available at https://tinyurl.com/y6qe9fg2 from PacerMonitor at no charge. A full-text copy of the Disclosure Statement dated Oct. 26, 2020 is available at: https://www.pacermonitor.com/view/QIHNVMQ/SPAIN_TO_MAINE_HAULING_LLC__msnbke-20-11673__0122.0.pdf The Debtor is represented by: James Fitzgerald Valley, Esq. J F Valley Esq P A 423 Rightor St 72342 Helena, AK Phone: +1 888-225-0811 About Spain to Maine Hauling, LLC Based in Greenville, Mississippi, Spain to Maine Hauling, LLC, is an agriculturally based trucking firm operating six tractors and six trailers. Spain to Maine Hauling sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 20-11673) on April 29, 2020, listing under $1 million in both assets and liabilities. James F. Valley, Esq. at J F VALLEY ESQ PA represents the Debtor as counsel. SPAIN TO MAINE: Volvo Financial Objects to Plan & Disclosure ------------------------------------------------------------ Volvo Financial Services, a division of VFS US LLC, a secured creditor and party-in-interest, objects to the Disclosure Statement and Plan of Reorganization of debtor Spain to Maine Hauling, LLC. Volvo submits that the Plan Documents fail to satisfy the requirements of 11 U.S.C. §1129(b) for confirmation of a non-consensual plan of reorganization, in that, among other things, the Plan Documents fail to establish that the Proposed Plan is "fair and equitable" as mandated by 11 U.S.C. § 1129(b). Volvo claims that the Proposed Plan fails to provide any facts or data regarding the Debtor's expected post-confirmation income, expenses or projected disposable income and/or date(s) upon which any such income will be available. Volvo points out that the Proposed Plan is completely devoid of any financial data or projections, thereby rendering the Proposed Plan speculative, and fails to establish that a reasonable likelihood exists that Debtor will be able to make all proposed payments under the Proposed Plan. Volvo asserts that the Proposed Plan also fails to satisfy the 11 U.S.C. §1129(a)(7) "best interests of creditors" test, in that the feasibility and liquidation analysis contained in the Disclosure Statement is entirely speculative. These provisions of the Plan Documents fail to offer any objectively verifiable facts regarding the assumptions on which Debtor's feasibility and liquidation analysis statements are based. A full-text copy of Volvo's objection dated December 4, 2020, is available at https://tinyurl.com/y4mrq324 from PacerMonitor.com at no charge. Volvo Financial is represented by: BAKER, DONELSON, BEARMAN CALDWELL & BERKOWITZ, PC Alan Lee Smith, Esq. (MS Bar #10345) 100 Vision Drive, Suite 400 Jackson, Mississippi 39211 Telephone: (601) 351-2455 Facsimile: (601) 427-0050 Email: asmith@bakerdonelson.com About Spain to Maine Hauling Based in Greenville, Mississippi, Spain to Maine Hauling, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Miss. Case No. 20-11673) on April 29, 2020, listing under $1 million in both assets and liabilities. James F. Valley, Esq., at J F VALLEY ESQ PA, represents the Debtor. SPEEDCAST INT'L: To Seek Plan Confirmation Dec. 17 -------------------------------------------------- TSpeedCast International Limited, et al., won conditional approval of the Disclosure Statement explaining their Amended Joint Chapter 11 Plan of Reorganization. The Court establish these dates and deadlines in connection with confirmation of the Plan: * The cure notice deadline will be on November 16, 2020. * The deadline for all Plan Sponsor proposals to be submitted will be on November 16, 2020. * The rule 3018(a) motion deadline will be on November 18, 2020. * The deadline for Debtors to notify prospective Plan Sponsors of their status as Qualified Plan Sponsors will be on November 20, 2020, at 12:00 p.m. (prevailing Central Time). * The final selection process date will be on November 23, 2020. The Deadline for Debtors to file with the Bankruptcy Court the notice of designation of Plan * Sponsor will be on Nov. 25, 2020, at 4:00 p.m. (prevailing Central Time). * The Plan Supplement filing deadline will be on Dec. 1, 2020. * The Plan voting deadline/ objection deadline will be on Dec. 8, 2020. * The deadline to file confirmation brief and reply to Plan objection(s) will be on Dec. 14, 2020. * The combined hearing to consider confirmation of the Plan and final approval of the Disclosure Statement will be on Dec. 17, 2020, at 9:00 a.m. (prevailing Central Time). The Chapter 11 Plan SpeedCast International Limited, et al., on Oct. 31, 2020, submitted a Disclosure Statement for their First Amended Plan. The Plan provides for a comprehensive restructuring of the Debtors' balance sheet and corporate organizational structure and a significant investment of capital in the Debtors' business. The transactions contemplated in the Plan will strengthen the Company by substantially reducing its debt and increasing its cash flow on a go-forward basis, and preserving approximately 900 jobs. Specifically, the proposed restructuring contemplates, among other things: * A complete discharge of the Company's debt under the Syndicated Facility Agreement in the amount of approximately $633.9 million; * A Plan Sponsor Selection Process that will run simultaneously with the solicitation of the Plan, with the goal of securing potentially higher recoveries for the Debtors' creditors; * A $500 million equity investment provided by the Plan Sponsor in cash (or such greater amount as may be determined pursuant to the Plan Sponsor Selection Process); * A $150 million recovery to holders of Allowed Syndicated Facility Secured Claims in cash (or such greater recovery as may be determined pursuant to the Plan Sponsor Selection Process); * A $25 million recovery to holders of Unsecured Trade Claims in cash; and * Establishment of a Litigation Trust for the benefit of Other Unsecured Claims. A full-text copy of the Order dated October 31, 2020, is available at https://tinyurl.com/y49hb384 PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement dated October 31, 2020, is available at https://tinyurl.com/y49wgmlg from PacerMonitor.com at no charge. Counsel for the Debtors: Alfredo R. Pérez Brenda L. Funk Stephanie N. Morrison WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 Gary T. Holtzer David N. Griffiths WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About SpeedCast International Headquartered in New South Wales, Australia, SpeedCast International Limited and its affiliates provide remote and offshore satellite communications and information technology services. SpeedCast's fully-managed service is delivered to more than 2,000 customers in 140 countries via a global, multi-access technology, multi-band, and multi-orbit network of more than 80 satellites and an interconnecting global terrestrial network, bolstered by on-the-ground local upport from more than 40 countries. Speedcast services customers in sectors such as commercial maritime, cruise, energy, mining, government, NGOs, enterprise, and media. SpeedCast International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32243) on April 23, 2020. At the time of the filing, the Debtors each had estimated assets of between $500 million and $1 billion and liabilities of the same range. Judge David R. Jones oversees the cases. Speedcast is advised by Weil, Gotshal & Manges LLP as global legal counsel and Herbert Smith Freehills as co-counsel. Michael Healy of FTI Consulting, Inc. is Speedcast's Chief Restructuring Officer, and FTI Consulting, Inc. is Speedcast's financial and operational advisor. Moelis Australia Advisory Pty Ltd and Moelis & Company LLC are Speedcast's investment bankers. KCC is Speedcast's claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Hogan Lovells US, LLP. On August 13, 2020, the Debtor received a $395 million equity commitment from Centerbridge Partners, L.P. and its affiliates, one of its largest lenders. STEPS IN HOME: Unsecureds to Get 100% Plus Interest in 5 Years -------------------------------------------------------------- Steps in Home Care, Inc., filed a Chapter 11 Small Business Plan and a corresponding Disclosure Statement on Dec. 2, 2020. General unsecured creditors are classified in Class 1, and will receive a distribution of 100% of their allowed claims plus interest at the rate of 0.17% to be distributed as follows: monthly payments over a period of 60 months. Under the Plan, all creditors are being paid in full. Accordingly, the Debtor has not conducted a preference or fraudulent transfer analysis. Payments and distributions under the Plan will be funded from cash on hand and future operations. A full-text copy of the Disclosure Statement dated December 2, 2020, is available at https://www.pacermonitor.com/view/EGNSWTA/STEPS_IN_HOME_CARE_INC__nysbke-20-22615__0037.0.pdf?mcid=tGE4TAMA Attorneys for the Debtor: LAWRENCE F. MORRISON BRIAN J. HUFNAGEL MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, New York 10013 Telephone: (212) 620-0938 Facsimile: (646) 390-5095 About Steps in Home Care Steps in Home Care Inc. is a home health care provider located at 3 Barker Avenue, 2nd Floor, White Plains, New York 10601. It was founded in 2011 and it has offices in Garden City, New York and Stamford, Connecticut. The company was owned by Jennifer Baukol and sister Lisa Wade. It offers home companions, skilled nursing, basic assistance and concierge services, like driving patients to their appointments and managing their insurance claims. On May 1, 2020, Steps in Home Care sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22615) on May 1, 2020. The Debtor was estimated to to have less than $50,000 in assets and liabilities. MORRISON TENENBAUM, PLLC, is the Debtor's counsel. SUGAR FACTORY: Dec. 29 Plan & Disclosure Hearing Set ---------------------------------------------------- On Nov. 29, 2020, Debtors Sugar Factory Lincoln Road, LLC and Sugar Factory Ocean Drive, LLC filed with the U.S. Bankruptcy Court for the Southern District of Florida a Combined First Amended Joint Plan of Liquidation and Disclosure Statement. On Dec. 4, 2020, Judge Laurel M. Isicoff ordered that: * Dec. 29, 2020 at 11:00 A.M. in the United States Bankruptcy Court, C. Clyde Atkins United States Courthouse, 301 North Miami Avenue, Room 150, Miami, FL 33128 via Zoom Video Conference is the hearing on approval of Disclosure Statement and confirmation of Chapter 11 Plan. * Dec. 22, 2020 is fixed as the last day for filing written acceptances or rejections of the plan. * Dec. 23, 2020 is fixed as the last day for filing objections to approval of the Disclosure Statement and Confirmation of the Plan. * Dec. 22, 2020 is fixed as the last day for filing objections to claims. * December 22, 2020 is fixed as the last day for filing fee applications. A full-text copy of the order dated December 4, 2020, is available at https://tinyurl.com/y3qolvlq from PacerMonitor.com at no charge. Attorneys for Debtors: Aaronson Schantz Beiley P.A. Steven L. Beiley, Esq. sbeiley@aspalaw.com One Biscayne Tower, Suite 3450 2 South Biscayne Boulevard Miami, Florida 33131 Tel: 786.594.3000 Fax: 866.850.5322 About Sugar Factory Lincoln Road and Sugar Factory Ocean Drive Sugar Factory Lincoln Road, LLC and Sugar Factory Ocean Drive, LLC filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-17980) on July 22, 2020. At the time of the filing, Debtors disclosed assets of between $1,000,001 and $10 million and liabilities of the same range. Judge Laurel M. Isicoff oversees the cases. Aaronson Schantz Beiley P.A. is the Debtors' legal counsel. SUGAR FACTORY: Unsecured Creditors Will Get 35% to 36% in Plan -------------------------------------------------------------- Debtors Sugar Factory Lincoln Road, LLC (SFLR) and Sugar Factory Ocean Drive, LLC (SFOD) filed the Combined First Amended Joint Plan of Liquidation and Disclosure Statement on November 29, 2020. On August 28, 2020, Debtors entered into the APA with Purchaser, Miami SF 555, LLC for the proposed purchase of the Debtors' respective License Agreements and SFLR's liquor license for the sum of $400,000, to be shared equally between the Debtors. Under the APA, Debtors agreed to sell their "right, title and interest in" the SFLR and SFOD operating license agreements and SFLR liquor license in exchange for the assumption of approximately $157,000.00 in debt attached to the SFLR liquor license and cash consideration of $400,000.00, to be shared equally by the Debtors. On September 1, 2020, SFOD entered into the LPA with Purchaser, Barry Cohen, for the proposed sale of SFOD’s liquor license for the sum of $135,000.00 and net to its bankruptcy estate of $11,631.34. Under the LPA, SFOD agreed to sell its "right, title and interest in" its liquor license for consideration of $135,000 with a net to its bankruptcy estate of $11,631.34 after paying off the secured loan of CLS. The Plan proposes to distribute all proceeds from both sales, in addition to other funds held in the Debtors' DIP accounts as of the Petition Dates, and acquired thereafter, to their respective creditors, consistent with the Settlement Agreement which eliminated all Claims by the Viradia Parties and Davidovici Parties, comprising approximately 73% of all filed Claims. As a result of the Settlement with the Viradia Parties, JTRE Parties and Davidovici Parties, the Debtors are now in a position to propose this amended Plan. The Plan provides for the substantive consolidation of the Debtor entities. The payment of Allowed Claims under the Plan shall be derived from all sales and other sources. SFOD will be the surviving entity. Debtors shall satisfy and pay all outstanding secured claims and allowed certified governmental and municipal Liens and priority claims. All Plan Distributions under the Plan will be funded by the anticipated balance available in the respective DIP Accounts on the Effective Date, which is estimated to be approximately $1,254,383.98. The Plan provides for Plan Distributions on the Effective Date representing payments on all remaining Claims estimated at $878,497.54 in SFLR's Case and $1,467,053.17 in SFOD's Case for a total of approximately $2,345,550.71, to date, plus U.S. Trustee Fees; $100,000.00 for estimated final Approved Professional Fees to ASBPA in excess of the initial collective Retainer; including full payment of the secured claim of the U.S. Small Business Administration, all Priority Claims by the State of Florida Department of Revenue, the City of Miami Beach and the Internal Revenue Service, and a pro rata distribution to general unsecured claims of approximately 35-36%. No proceeds will go to the Equity Holders. A full-text copy of the Combined First Amended Joint Plan of Liquidation and Disclosure Statement dated November 29, 2020, is available at https://tinyurl.com/yyd7bohf from PacerMonitor.com at no charge. Attorneys for Debtors: Aaronson Schantz Beiley P.A. Steven L. Beiley, Esq. One Biscayne Tower, Suite 3450 2 South Biscayne Boulevard Miami, Florida 33131 Tel: 786.594.3000 Fax 866.850.5322 E-mail: sbeiley@aspalaw.com About Sugar Factory Lincoln Road and Sugar Factory Ocean Drive Sugar Factory Lincoln Road, LLC and Sugar Factory Ocean Drive, LLC filed their voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-17980) on July 22, 2020. At the time of the filing, the Debtors disclosed assets of between $1,000,001 and $10 million and liabilities of the same range. Judge Laurel M. Isicoff oversees the cases. Aaronson Schantz Beiley P.A. is the Debtors' legal counsel. SUPERIOR ENERGY: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: Superior Energy Services, Inc. 1001 Louisiana Street, Suite 2900 Houston, TX 77002 Business Description: The Debtors and their indirect subsidiaries are an oilfield services provider headquartered in Houston, Texas, with operations spanning Africa, the Asia Pacific region, Europe, the Middle East, North America, and Latin America. The Debtors' businesses serve the drilling, completion, and production-related needs of oil and gas companies through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. In particular, the Debtors manufacture, rent, and sell specialized equipment and tools for use with well drilling, completion, production, and workover activities, and offer fluid handling and well servicing rigs. The Debtors also provide coiled tubing services, electric line, slickline, and pressure control tools and services, as well as snubbing and hydraulic workover. For more information, visit https://www.superiorenergy.com. Chapter 11 Petition Date: December 7, 2020 Court: United States Bankruptcy Court Southern District of Texas Seventeen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Superior Energy Services, Inc. 20-35812 CSI Technologies, LLC 20-35811 SESI, LLC 20-35813 Superior Energy Services-North America Services, Inc. 20-35814 Complete Energy Services, Inc. 20-35815 Warrior Energy Services Corporation 20-35816 SPN Well Services, Inc. 20-35817 Pumpco Energy Services, Inc. 20-35818 1105 Peters Road, L.L.C. 20-35819 Connection Technology, L.L.C. 20-35820 H.B. Rentals, L.C. 20-35821 International Snubbing Services, L.L.C. 20-35822 Stabil Drill Specialties, L.L.C. 20-35823 Superior Energy Services, L.L.C. 20-35824 Superior Inspection Services, L.L.C. 20-35825 Wild Well Control, Inc. 20-35826 Workstrings International, L.L.C. 20-35827 Judge: Hon. David R. Jones Debtors' Counsel: George A. Davis, Esq. Keith A. Simon, Esq. George Klidonas, Esq. LATHAM & WATKINS LLP 885 Third Avenue New York, New York 10022 Tel: 212-906-1200 Fax: 212-751-4864 Email: george.davis@lw.com keith.simon@lw.com george.klidonas@lw.com - and - Timothy A. ("Tad") Davidson II, Esq. Ashley L. Harper, Esq. Philip M. Guffy, Esq. HUNTON ANDREWS KURTH LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 Tel: 713-220-4200 Fax: 713-220-4285 Email: taddavidson@HuntonAK.com ashleyharper@HuntonAK.com pguffy@HuntonAK.com Debtors' Investment Bankers & Financial Advisor: DUCERA PARTNERS LLC - AND - JOHNSON RICE & COMPANY L.L.C Debtors' Notice, Claims & Balloting Agent: KURTZMAN CARSON CONSULTANTS LLC https://www.kccllc.net/superior Debtors' Restructuring Advisor: ALVAREZ & MARSAL NORTH AMERICA, LLC Debtors' Tax Advisor: ERNST & YOUNG LLP Total Assets: $884,723 Total Debts: $1,383,151,024 The petitions were signed by Westervelt ("Westy") T. Ballard, Jr., authorized signatory. A copy of Superior Energy's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JGTEPRY/Superior_Energy_Services_Inc__txsbke-20-35812__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. The Bank of New York Unsecured Notes $827,075,000 Mellon Trust Company, N.A. ATTN: Lisa McCants 10161 Centurion Parkway Jacksonville, FL 32256 Tel: (713) 483-6752 Fax: (904) 645-1921 Email: Lisa.McCants@bnymellon.com 2. The Bank of New York Unsecured Notes $508,718,750 Mellon Trust Company, N.A. ATTN: Lisa McCants 10161 Centurion Parkway Jacksonville, FL 32256 Tel: (713) 483-6752 Fax: (904) 645-1921 Email: Lisa.McCants@bnymellon.com 3. Internal Revenue Service CARES Act $5,788,014 ATTN: Centralized - Payroll Insolvency Operation Tax 2970 Market Street Deferral Philadelphia, PA 19104 Centralized Insolvency Operation Tel: (215) 222-8200 Fax: (855) 235-6787 4. Trendsetter Engineering Inc Trade Payable $1,323,000 ATTN: Ron Downing, President 10430 Rodgers Road Houston, TX 77070 Tel: (281) 465-8858 Email: r.downing@trendsetterenginee ring.com 5. B&L Pipeco Services Inc Trade Payable $924,735 ATTN: Matt Paulsen Controller 20465 SH 249 Suite 200 Houston, TX 77070 Tel: (713) 468-6555 Email: mpaulsen@ccpipellc.com 6. Delmar Systems Inc Trade Payable $474,500 ATTN: Ken Babin Chief Information Officer 8114 W. Hwy. 90 Broussard, LA 70518 Tel: (225) 776-4333 Email: kennysky04@yahoo.com 7. Enterprise Fleet Trade Payable $440,711 Management ATTN: Brice Adamson Executive Vice President 29 Hunter Ave St. Louis, MO 63124 Tel: (314) 889-8400 Email: brice.adamson@efleets.com 8. Enterprise FM Trust Trade Payable $180,555 ATTN: Keith Gurule Finance Director 811 Main Street Kansas City, MO 64105 Tel: (713) 300-7450 Email: Keith.E.Gurule@efleets.com 9. Lafayette Steel Erector Inc. Trade Payable $155,530 ATTN: April Thompson 313 Westgate Road Lafayette, LA 70506 April Thompson Tel: (337) 234-9435 Fax: (337) 234-0217 Email: aprilt@lsecrane.com 10. Becnel Rental Tools LLC Trade Payable $128,811 ATTN: Jason Becnel Operations Director 1809 Industrial Blvd Harvey, LA 70058 Tel: (504) 341-4610 Fax: (504) 341-4610 Email: jason@becnelrt.com 11. Connector Specialists Inc. Trade Payable $108,868 ATTN: Alex Wheelock, CEO 11050 W Little York Rd, Building N Houston, TX 77041 Tel: (504) 469-1659 Fax: (337) 237-3756 Email: alex.wheelock@connectorspec ialists.com 12. FMC Technologies Inc. Trade Payable $106,489 ATTN: Douglas J. Pferdehirt Chief Executive Officer 11740 Katy Fwy Houston, TX 77079 Tel: (281) 591 4000 Email: dpferdehirt@technipfmc.com 13. Timbercreek Real Estate Trade Payable $96,872 Partners LLC ATTN: Christoper C. Ortowski Manager 175 County Road 131 Gainesville, TX 76240 Tel: (940) 665-2316 14. Control Flow Inc Trade Payable $76,380 ATTN: Bill Laird, President 9201 Fairbanks N. Houston Road Houston, TX 77064 Tel: (281) 890-8300 Fax: (281) 890-3947 Email: blaird@controlflow.com 15. National Oilwell Varco Trade Payable $73,627 Tuboscope ATTN: Jack Dyer Vice President, US Operations 7909 Parkwood Circle Dr. Houston, TX 77036 Tel: (936) 273-3998 Email: jack.dyer@nov.com 16. Practical Engineering Trade Payable $71,875 Solutions LLC 124 Heymann Blvd, Suite 201 Lafayette, LA 70503 Tel: (337) 408-3242 17. Bricco Metal Finishing LLC Trade Payable $69,353 ATTN: Rick Bridges, CEO 17667 Telge Road Cypress, TX 77429 Tel: (832) 534-1190 Email: rick@briccomf.com 18. CAD Control Systems Trade Payable $68,496 ATTN: Reggie Welty President and Chief Executive Officer 1017 Freeman Road Broussard, LA 70518 Tel: (337) 369-3737 Fax: (337) 369-3724 Email: rwelty@cadoil.com 19. BS & G Rentals LLC Trade Payable $57,696 ATTN: Jason Bellard 1100 Smede Hwy Broussard, LA 70518-8033 Tel: (337) 365-5001 Email: bellard@petropull.org 20. Strategy Oilfield Services Inc Trade Payable $57,500 ATTN: Accounting 204 North Walnut Street Meunster, TX 76252 Tel: (940) 759-4001 Email: jessica@ntin.net 21. Wells Fargo Bank NA Trade Payable $50,357 ATTN: General Counsel 420 Montgomery Street San Francisco, CA 94104 Tel: 1-(800) 869-3557 22. Alpha Rental Tools Inc Trade Payable $49,412 ATTN: Dwayne Boudoin President and Owner 4836 Highway 182 Houma, LA 70364 Tel: (985) 879-4053 Email: dboudoin@alpharentaltools.com 23. Dupre Machine Trade Payable $49,168 ATTN: Jake Dupre, Owner 143 Decal St Lafayette, LA 70508-3350 Tel: (337) 232-5948 Email: jake@dupremachine.com 24. Downhole Solutions Inc Trade Payable $48,484 ATTN: Burt Pereira, President 81697 Hwy 41 Bush, LA 70431 Tel: (985) 774-1409 Email: burt.pereira@gmail.com 25. Trinity Rental Services LLC Trade Payable $41,405 ATTN: John Prudhomme, Owner 1419 Hugh Wallis Road South Lafayette, LA 70508 Tel: (337) 886-6631 26. Maverick Energy Trade Payable $39,185 Solutions LLC ATTN: Ron Chiasson Chief Executive Officer 247 Brighton Loop Houma, LA 70360 Tel: (985) 664-1776 / (985) 855-5939 Email: ron.chiasson@maverickenergy slt.com 27. Wide Range Logistics LLC Trade Payable $34,100 ATTN: David Breaux 304 Hacker St. New Iberia, LA 70562 Tel: (337) 519-9697 Fax: (337) 446-3124 28. Pason Systems USA Trade Payable $33,826 Corporation ATTN: Russel Smith Vice President International 7701 West Little York, Suite 800 Houston, TX 77040 Tel: (979) 320-7685 Email: russell.smith@pason.com 29. North American Metals Trade Payable $33,416 Inc ATTN: Rod McMahon, President 20001 Oil Center Blvd Houston, TX 77073 Tel: (281) 443-4451 Email: rmcmahon@northamericanmet als.net 30. CHS Inc Trade Payable $33,346 ATTN: Courtney Heard Accounts Receivable 5500 Cenex Drive Inver Grove Heights, Minnesota 55077 Tel: (605) 373-2597 Email: courtney.heard@chsinc.com TARGET DRILLING: Seeks to Hire William R. Lauer as Legal Counsel ---------------------------------------------------------------- Target Drilling, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ William R. Lauer, Esq., an attorney practicing in Pennsylvania, as its legal counsel. The Debtor desires to hire William R. Lauer to handle its pending bankruptcy case. Mr. Lauer billing rate is $400 per hour for all bankruptcy-related matters, with a paralegal billing rate of $150 per hour. The Debtor paid a retainer of $2,500 to Mr. Lauer for filing fees hereof and for other initial expenses. Mr. Lauer disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: William R. Lauer, Esq. PO Box 101502 Pittsburgh, PA. 15237 Telephone: (412) 638-6909 E-mail: wrl@alleghenycapital.com About Target Drilling Headquartered in Southwestern Pennsylvania, Target Drilling, Inc. provides contract directional drilling services to drill horizontal boreholes from within underground mines and horizontal, vertical and vertical-to-horizontal boreholes from the surface. Visit https://www.targetdrilling.com for more information. Target Drilling sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-22899) on Oct. 9, 2020. Stephen J. Kravits, president and chief executive officer, signed the petition. At the time of the filing, Debtor had estimated total assets of $4,178,464 and total liabilities of $3,014,346. Judge Thomas P. Agresti oversees the case. William R. Lauer, Esq., is Debtor's legal counsel. TEEWINOT LIFE: Unsecureds to Recover 100% in Plan ------------------------------------------------- Teewinot Life Sciences Corp. submitted a First Amended Plan of Reorganization. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at 100 cents on the dollar. The plan also provides for the payment of administrative and priority claims. Class 2 Secured claims Are impaired. Class 2 claims totaled $348,162. The Class 2 claim plus all accrued interest will be paid in full on March 31, 2023. The foregoing notwithstanding, the entire balance due on account of the Class 2 claim plus all accrued interest shall be paid before any payment is made to holders of Class 3 Claims as to which the Payment Option was elected or deemed elected. Class 3 Non-priority unsecured claims are impaired. The Debtor estimates that Class 3's claims will total approximately $13,155,392. Every holder of non-priority unsecured claim against TLS shall have the option (the "Class 3 Option") to (a) receive payment of 100% of the holder's allowed unsecured claim on or before March 31, 2024 (the "Payment Option"), or (b) convert the holder's claim to Series C Preferred Equity Interests (the "Conversion Option"). The Class 3 Option shall be exercised by notation on the Plan ballot of each holder of a Class 3 Claim. Class 6 Common Equity Interests will be cancelled on the Effective Date and will not receive any distributions under the Plan. Payments required under the Plan will be funded from a combination of (a) new capital infusions after the Effective Date, (b) the Debtor's disposable income, (c) an additional financing anticipated on or before March 31, 2025 and (d) if necessary, one or more sales of the Debtor's equity or assets. A full-text copy of the First Amended Plan of Reorganization dated October 7, 2020, is available at https://tinyurl.com/y2gcvl8e from PacerMonitor.com at no charge. Attorneys for the Debtor: Daniel R. Fogarty (FBN 0017532) Stichter, Riedel, Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, Florida 33602 Telephone: (813) 229-0144 Facsimile: (813) 229-1811 Email: dfogarty@srbp.com About Teewinot Life Sciences Corp. Teewinot Life Sciences Corp. operates as a Tampa, Fla.-based biotechnology pharmaceutical company focused on the biosynthetic production of pure pharmaceutical grade cannabinoids. Teewinot Life Sciences sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06489) on Aug. 27, 2020. Scott Foss-Kilburn, chief restructuring officer, signed the petition. At the time of the filing, Debtor had estimated assets of $25,993,546 and liabilities of $13,671,110. Stichter, Riedel, Blain & Postler, P.A. is Debtor's legal counsel. THOMAS R. MCCONNELL: Viswam Buying Muncie Property for $147K ------------------------------------------------------------ Thomas R. McConnell and Susan K. McConnell ask the U.S. Bankruptcy Court for the Southern District of Indiana to authorize the private sale of the parcel of real property located at 2113 W. Washington Street, Muncie, Indiana to Vishal Viswam for $147,000. The Debtors are the co-owners of the Real Estate. Said Real Estate consists solely of separate rental units A, B, C, and D. The Real Estate was listed on the Debtors' Amended Schedule A/B under Item 1.3 at a fair market value of $145,000. For a number of years, and up to the present, the Debtors have derived rental income from said Units. The relevant terms and conditions pertaining to the proposed sale are set forth in the parties' Purchase Agreement (including all addendums and amendments thereto), dated Sept. 8 2020 and most recently amended on Nov. 19, 2020. Previously, the sales price agreed to by the parties was $164,000. The sale was to have closed on Nov. 9, 2020. On Nov. 6, 2020, the Court issued its Order Granting Motion to Sell which authorized the parties to consummate the real estate transaction described. No objections were filed relating to the proposed sale. However, several complications arose which made consummation of the proposed sale under the terms and conditions approved by the Court impractical. To illustrate, delays in obtaining an accurate current appraisal of the subject property created uncertainty as to whether Viswam would be able to secure sufficient lender financing by the original closing date of Nov. 9, 2020. Moreover, once the appraisal did come in, it was for $132,000, considerably less than the agreed upon sales price. As a result, the Purchaser was unable to secure financing sufficient to purchase the subject property at the original price. Further complicating matters was the fact that not all tenants in possession; namely, Tim Best, James Hiday, and Theresa Ingle ("tenants"), had vacated their respective units as of the previously scheduled closing date. Based on the foregoing circumstances, the previously contemplated sale did not occur under the prior terms and conditions approved by the Court. Nevertheless, the parties still desire to consummate the transaction. To that end, they agreed on Nov 17, 2020 to modify the sales price to $147,000 and move the closing date to Dec. 23, 2020. For purposes of disclosure, it should be noted that the Debtor was hospitalized for the period from Oct. 26, 2020 to Nov. 18, 2020 due to a medical procedure. Because of that, Mr. McConnell executed a Limited Power of Attorney ("LPOA") designating the Debtors' undersigned counsel as Attorney-in-Fact for purposes of executing the amendments referenced. Said Amendments were approved and authorized by both the Debtors. With respect to the tenant situation referenced, a renewed 30-day Notice to Vacate was issued on Nov. 19, 2020 and recent communications with the affected tenants indicates that they will have vacated the premises by the time of the next scheduled closing date. Prior to the sale contemplated, an offer was made in March 2020 for $125,000. The Sellers rejected the offer. The Debtors have previously asserted an exemption of $3,500 relating to the subject property. Based on the revised sales price, the anticipated proceeds of the sale of the subject property now breaks down as follows: Purchase Price: $147,000 Less: Sales commission (7%): ($10,290) Other selling costs: ($1,205) Prorated property taxes: ($3,000) (est.) Estimated net proceeds: $132,505 The sale of the subject property is expressly contemplated under the Debtors' Amended Plan of Reorganization insofar as all or some of the proceeds from the anticipated sale of the subject property have been designated as funds to be held in a restricted escrow account for the purpose of satisfying federal tax liabilities that may be determined by the Court under adversarial proceeding 20-50031. In consideration of the foregoing, the Debtors propose that the estimated net proceeds of $132,50 be allocated as set forth. The sum of $97,005 would be earmarked to pay their outstanding federal tax liabilities and deposited into a restricted escrow account and disbursed pursuant to an order of the Court. The allocation of funds is consistent with their chapter 11 Plan of Reorganization confirmed by the Court on Oct. 21, 2020. Given the following factors: (a) Mr. McConnell's health; (b) the scope of the referenced LPOA; and (c) that the sole express purpose of the escrow account is to hold funds used to pay federal tax liabilities, the Debtors propose that all earmarked for federal tax liability proceeds be direct deposited into the undersigned's Indiana IOLTA attorney trust account ending in 9025, subject to a disbursement order issued by the Court. The remaining net proceeds of $35,500 would be deposited into the Debtors' DIP business account ending in 5679. The amount is computed thusly: (i) return of renovation costs incurred - $29,000, (i) garage tear-down costs - 3,000, and (iii) exemption claimed on real estate - 3,500. To the extent not stated previously, any and all distributions of net proceeds from the sale of the subject property is subject to the approval of the Court. Insofar as it is Debtors' intention to file a motion to shorten time concurrently with the second amended motion to sell, no notice provision is being provided. Based on recent communications with the Office of the U.S. Trustee and the counsel for the United States, it is not anticipated that they would object to the Motion. The Debtors respectfully ask the Court to approve the relief sought. Thomas R. McConnell and Susan K. McConnell sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 19-07217) on Sept. 26, 2019. The Debtors tapped John Woodrow Nelson, Esq., at Law Offices of John Nelson as counsel. on Oct. 21, 2020, the Court confirmed the Debtor's Amended Plan of Reorganization. TIGER OAK MEDIA: Unsecureds to Get 30% in Committee-Backed Plan --------------------------------------------------------------- Tiger Oak Media, Incorporated and the Official Committee of Unsecured Creditors filed with the U.S. Bankruptcy Court for the District of Minnesota a Disclosure Statement in support of the Joint Chapter 11 Plan of Reorganization on December 4, 2020. The Debtor and the Committee propose, through the Plan, an exit for the Debtor from Chapter 11 in a manner that will substantially compensate the Debtor's unsecured creditors. The Debtor's secured lender will release its significant claims against the Debtor in exchange for an assumption of the Debtor's obligations by another entity owned by the Debtor's sole shareholder, which entity owes the Debtor a considerable obligation. The assumed obligation to the secured lender will be secured by real property. This release by the secured lender will make cash available for the distribution to the Debtor's unsecured creditors. The presentation of a joint plan alleviates the potential for costly litigation between the Committee and the Debtor, and preserves assets otherwise expended therein for the benefit of the estate. The Debtor and the Committee propose, through the Plan, and exit for the Debtor from Chapter 11 in a manner that will compensate the unsecured creditors at 30% of their respective allowed claims. Choice will release its claims against the Debtor ($1.8 million) in exchange for an assumption of the Debtor's obligations by Lazzari, secured by the Lazzari Property, and coupled with a release from the Debtor with respect to any post-petition conduct. The Debtor, in turn, will release Lazzari from a payment obligation in excess of $700,000. Class 3 consists of all general, non-Insider Unsecured Claims against the Debtor. Except to the extent that a Holder of an Allowed Claim in Class 3 agrees to a less favorable treatment, each such Holder shall be paid 30% of its respective Allowed Claim. Class 3 is Impaired. Holders of Class 3 Claims are entitled to vote to accept or reject the Plan. All equity interests will be retained by Craig Bednar on the Effective Date. Class 4 is impaired. Holders of Class 4 Equity Interests are deemed to reject the Plan, and are therefore not entitled to vote on the Plan. A full-text copy of the joint plan dated December 4, 2020, is available at https://tinyurl.com/y3cwzsrx from PacerMonitor at no charge. Attorney for the Debtor: Steven Nosek STEVEN B. NOSEK, P.A. 2855 Anthony Lane South, Site 201 Saint Anthony, MN 55418 Telephone:(612)335-9171 Email:snosek@noseklawfirm.com Counsel for the Committee of Unsecureds: Jeffrey D. Klobucar, Esq. BASSFORD REMELE, P.A. 100 South Fifth Street, Suite 1500 Minneapolis, MN 55402 Telephone: (612) 333-3000 Facsimile: (612) 333-8829 E-mail: jklobucar@bassford.com About Tiger Oak Media, Incorporated Tiger Oak Media, Incorporated, is a regional and national publisher of books, magazines, media and events that appeal to targeted audiences. Tiger Oak Media sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-43029) on Oct. 7, 2019. In the petition signed by its chief executive officer, Craig Bednar, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $10 million. The Hon. Michael E. Ridgway is the case judge. The Debtor tapped Steven Nosek, Esq., and Yvonne Doose, Esq., as bankruptcy attorneys; Lurie, LLP as accountant; and Integrated Consulting Services, LLC as financial consultant. The U.S. Trustee for Region 12 appointed creditors to serve on the official committee of unsecured creditors on Oct. 22, 2019. The committee tapped Bassford Remele, P.A. as its legal counsel, and Platinum Management, LLC as its financial advisor. TITAN INTERNATIONAL: Sells Brownsville, Texas Facility ------------------------------------------------------ Titan International, Inc. has completed the sale of its Brownsville, Texas facility. The sale was completed in November to an affiliate of Phoenix Investors, a national private commercial real estate firm headquartered in Milwaukee, Wisconsin. Originally built in 1997 for tire manufacturing, the plant totals approximately one million square feet on 108 acres. Titan ended production of tires in 2003 and most recently the facility has been leased to multiple tenants. "We have highlighted the sale of non-core assets as an important initiative throughout 2020 and the sale of this facility was certainly a part of that process," stated Paul Reitz, president and chief executive officer. "This sale, along with the completion of other smaller transactions, will put us within the $16 - $20 million range for non-core asset sales expected to be completed during the fourth quarter as highlighted during our most recent earnings release. This transaction further strengthens our balance sheet and helps position us for future growth as we continue to see higher demand levels for our products heading into 2021." About Titan Titan International, Inc. -- http://www.titan-intl.com-- is a global manufacturer of off-highway wheels, tires, assemblies, and undercarriage products. Headquartered in Quincy, Illinois, the Company globally produces a broad range of products to meet the specifications of original equipment manufacturers (OEMs) and aftermarket customers in the agricultural, earthmoving/construction, and consumer markets. Titan reported a net loss of $51.52 million for the year ended Dec. 31, 2019, compared to net income of $13.04 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.01 billion in total assets, $822.13 million in total liabilities, $25 million in redeemable noncontrolling interest, and $169.21 million in total equity. * * * As reported by the TCR on June 23, 2020, S&P Global Ratings affirmed its ratings on Titan International Inc., including the 'CCC+' issuer credit rating. S&P expects weak demand to lower Titan's profitability, causing negative free operating cash flow (FOCF) generation in 2020. As reported by the TCR on May 11, 2020, Moody's Investors Service downgraded its ratings for Titan International, including the company's corporate family rating to 'Caa3' from 'Caa1'. The downgrades reflect expectations for challenging industry conditions through 2020 to pressure Titan's earnings and cash flow, resulting in the company's capital structure remaining unsustainable with excessive financial leverage above 10x debt/EBITDA likely into 2021 and a weak liquidity profile reliant on external and alternative funding sources. TOUCH OF HEAVEN: Seeks to Hire Coldwell Banker Schmidt as Broker ---------------------------------------------------------------- Touch of Heaven Ministries Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to employ Coldwell Banker Schmidt Realty as its real estate broker. The Debtor desires to hire the broker to conduct the sale of the real estate located at 1104 Johnston St., Akron, Ohio. The Debtor is selling the property for $350,000 or any other acceptable price agreed to by the parties. The broker's fees will be 6 percent of the gross selling price, plus an additional $245. James Horovitz, a real estate agent at Coldwell Banker, disclosed in court filings that he and the firm had no known connections with the Debtor, its creditors, or other parties-in-interest in the Chapter 11 Case, and do not hold or represent any other known or reasonably ascertainable interest adverse to the Debtor's estate. The firm can be reached through: James Horovitz COLDWELL BANKER SCHMIDT REALTY 9293 State Route 43 Streetsboro, OH 44241 Telephone: (330) 422-1663 About Touch of Heaven Ministries Touch of Heaven Ministries, Inc., a company based in Akron, Ohio, filed a Chapter 11 petition (Bankr. N.D. Ohio Case No. 19-53062) on Dec. 31, 2019. In the petition signed by Godess Clemons, chairwoman, Board of Directors, the Debtor disclosed $1,517,368 in assets and $1,688,729 in liabilities. The Hon. Alan M. Koschik is the presiding judge. The Debtor hired Bates and Hausen, LLC, as its legal counsel. TRICKLING SPRINGS: Trustee's $5K Sale of Remnant Assets Approved ---------------------------------------------------------------- Judge Henry W. Van Eck of the U.S. Bankruptcy Court for the Middle District of Pennsylvania authorized Steven M. Carr, the Chapter 7 Trustee for the bankruptcy estate of Trickling Springs Creamery, LLC, to sell all remnant assets to Oak Point Partners, LLC for $5,000. The Purchase Agreement and all of its terms and conditions are approved in their entirety; provided, however, that the surplus distribution for employee health insurance in the amount of $40,927, and the employee reimbursement for COBRA coverage in the amount of $1,971, each of which are to be remitted by The Benecon Group, Inc., will not constitute Remnant Assets so long as each is received by the Trustee not later than Dec. 31, 2020 or such other date as agreed upon by Oak Point and the Trustee. The Bidding Procedures are approved in their entirety. The sale is free and clear of any and all liens, claims, interests, and encumbrances, with such liens, claims, interests, and encumbrances to attach to the proceeds of the Sale. Trickling Springs Creamery, LLC sought Chapter 7 protection (Bankr. M.D. Pa. Case No. 1:19-bk-05202) on Dec. 6, 2019. On the same day, Steven M. Carr, was appointed by the Court as the Chapter 7 Trustee. TRUVI COMMERCE: 3% Recovery for Unsecureds in Subchapter V Plan --------------------------------------------------------------- Truvi Commerce submitted an Amended Subchapter V Plan. This Plan of Reorganization (the Plan) under chapter 11 of the Bankruptcy Code (the Code) proposes to pay creditors of Truvi Commerce the Debtor from the cash on hand and the $22,500 from the proposed sale to Vignette Properties, LLC for $22,500, if the Court approves that sale. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 3 cents on the dollar. Class 3 Non-priority unsecured creditors will be paid any funds remaining after the payment of the Administrative Expenses and the Class 1 Priority Claims. Any remaining funds will be distributed in one payment pro rata from the remaining funds. Class 4 Equity security holders of the Debtor will not receive any distribution. The Plan will be funded from the Cash on hand and any funds received from the proposed $22,500 sale. A full-text copy of the Plan of Reorganization dated October 12, 2020, is available at https://tinyurl.com/y2kjdfap from PacerMonitor.com at no charge. About Truvi Commerce Truvi Commerce -- http://www.truvicommerce.com/-- is a cloud-based multi-channel technology platform that enables direct-to-consumer (DTC) sales for wineries and wine retailers. Truvi Commerce filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-10409) on July 16, 2020. The petition was signed by Karin Ballestrazze, president. At the time of filing, the Debtor disclosed $117,652 total assets and $3,239,441 total liabilities. Douglas B. Provencher, Esq. at PROVENCHER & FLATT LLP represents the Debtor as counsel. TTK RE ENTERPRISE: Rivas Buying Pleasantville Property for $150K ---------------------------------------------------------------- TTK RE Enterprises, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the private sale and conveyance of the real estate located at 1104 McKinley Avenue, Pleasantville, New Jersey to Ana C. Rivas for $149,900. The Debtor's business consists of acquiring and leasing of residential real properties. It owns residential rental properties in southern New Jersey as of the Petition Date. Among the rental units it is the Property. The CMA Summary Report dated Oct. 22, 2020 set the value of the Property at $149,900. As of the Petition Date, the Debtor was indebted to Corevest American Finance Lender, LLC in the amount of $2,144,457 as set forth in Proof of Claim No. 44 filed by Situs on Jan. 7, 2020. The Situs Claim is secured by a mortgage against 18 of the Debtor's real properties as of the Petition Date, including the Property. The Situs mortgage against the Property dated April 25, 2018 was recorded on July 25, 2018 as Instrument No. 2018037889 in the amount of $2,159,000. The Situs Claim is also secured by the rents from the real properties against which Situs possesses a mortgage(s), including the Property. According to the Title Report, the Property is also subject to outstanding real estate taxes and municipal liens for outstanding water and sewer charges as of the date of closing on the sale of the Property as set forth in the Title Report. The Situs mortgage against the Property is far in excess of the value of the Property. The Property has been listed for sale with Century 21 Alliance, 1333 New Road, Suite 1, Northfield, New Jersey, the Court-Approved realtor, and has been actively marketed by Century 21. As the result of the efforts of Century 21, the Debtor has entered into a Contract for Sale of the Property with the Purchaser for the sum of $149,900, subject to the approval of the Court. As such, the Debtor also asks to have the 5% commission ($7,495) provided for in the listing agreement paid to Century 21 at the time of closing on the sale of the Property. The sale will be free and clear of Liens, which such Liens to attach to the proceeds of such sale. The sale price has been approved by Situs, the secured lender. Because the Debtor believes the $149,900 purchase price for the Property is the highest and best offer which it will receive for the Property, it is in its best business judgment to proceed with the sale of the Property to the Purchaser. The Debtor submits that at the time of closing the proceeds of the sale of the Property should be paid as follows: a. Normal costs attendant with closing on the sale of the Property but not limited to, outstanding real estate taxes and municipal liens for outstanding water and sewer charges as of the date of closing on the sale of the Property; b. 5% of the Purchase Price ($7,495) to Century 21, to be split equally with any participating/cooperating broker in connection with the sale of the Property; and c. All remaining proceeds to Situs on account of the Situs Secured Claim. Finally, the Debtor asks that the stay of an order granting the Motion under Bankruptcy Rule 6004(h) be waived for cause because the Purchaser intends to close by Jan. 12, 2021 and the Debtor is concerned that the Purchaser will refuse to close if she cannot do so by that date. A hearing on the Motion is set for Jan. 5, 2021 at 11:00 a.m. A copy of the Contract is available at https://tinyurl.com/y4wyzykc from PacerMonitor.com free of charge. The Purchaser: Ana C. Rivas 450 N Richmond Ave. Atlantic City, NJ 08401 About TTK RE Enterprise TTK RE Enterprise LLC is a privately held company in Somers Point, New Jersey. The Company is the 100% owner of 48 real estate properties in New Jersey having a total current value of $9,265,000. TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the petition signed by Emily K. Vu, president, the Debtor disclosed total assets of $9,269,950, and total liabilities of $6,432,457. Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG PC - CHERRY HILL is the Debtor's counsel. U.S. CELLULAR: Fitch Assigns BB+ Rating to 2070 Unsec. Notes ------------------------------------------------------------ Fitch Ratings has assigned a 'BB+'/'RR4' rating to USM's (or United States Cellular, a subsidiary of Telephone and Data Systems, Inc. [TDS]) proposed offering of senior unsecured notes maturing March 1, 2070. Net proceeds from the offering may be used to repay existing notes and other general corporate purposes, including the purchase of additional spectrum and funding of capital expenditures, including 5G-related spend. The notes will be senior unsecured obligations and will rank on parity with USM's existing and future senior unsecured obligations. TDS' and USM's Long-Term Issuer Default Ratings (IDR) are 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS Coronavirus Impact: Fitch believes telecommunications is a low-risk sector relative to some other sectors, as there are recurring payments from subscription-based plans and wireless is generally a high-priority consumer payment. While Fitch expects increased demand for internet connectivity will have a positive effect on TDS's revenues, both on the wireless and wireline sides, lower equipment and roaming revenue will be a drag on wireless revenues in 2020. Wireless Market Position: Fitch's ratings incorporate the smaller size of TDS' main operating unit, USM, in a market that is now dominated by three national wireless operators after the merger of Sprint with T-Mobile on April 1, 2020. This concern is mitigated by TDS' financial flexibility, arising from its low leverage and healthy liquidity position. For the LTM period ended on Sept. 30, 2020, USM posted a net addition of 2,000 postpaid subscribers versus a net loss of 71,000 last year, largely due to net adds on connected devices as a result of pandemic related increased demand for hotspots, routers and fixed wireless devices. As of Sept. 30, 2020, the postpaid subscriber base totaled approximately 4.4 million. Leverage Well Within Fitch's Expectations: Fitch estimates TDS' gross leverage at 1.9x as of Sept. 30, 2020; this includes a portion of partnership distributions received from noncontrolling entities (versus 2.1x without). In calculating gross leverage, Fitch assumes a deconsolidation of financial services (FS) activity related to USM's equipment installment plan (EIP) receivables, making adjustments for FS assets and corresponding debt. Fitch assumes a capital structure for FS operations, which is strong enough to indicate that FS activities are unlikely to be a cash drain on industrial operations over the rating horizon. The FS entity's target capital structure takes into account the relative quality of EIP receivables and its funding and liquidity. Fitch believes TDS's low debt leverage provides the company with ample room within its current rating sensitivities to incur additional debt over the next few years, which is needed to fund the aggressive investment plan it has laid out. Fitch believes these investments are critical to maintaining and enhancing the network infrastructure, including investment in the 5G network, for TDS to remain competitive in the long run. Strong Liquidity Profile: The ratings of TDS and USM reflect a current strong liquidity position owing to substantial cash balances, a conservative balance sheet, undrawn revolving credit facilities and long-dated maturities. As of Sept. 30, 2020, TDS had a cash balance of $1,076 million and a combined revolver availability of $700 million, excluding outstanding letters of credit. The strong liquidity position compensates for the negative FCFs that Fitch expects over the rating horizon due to increased capital spending and spectrum purchases. These expenditures are expected to be largely funded through debt. TDS borrowed $125 million on its securitization facility in April 2020, as well as $50 million on a new $200 million credit facility in March 2020, to fund spectrum spending and fiber investments on the TDS telecommunications side. The securitization facility was amended in October 2020 to increase the total borrowing capacity to $300 million and extend maturity to December 2022. Spectrum Acquisitions: USM continues to build on its millimeter wave spectrum inventory, as the company obtained spectrum licenses in 37, 39 and 47 GHz auctions concluded in March 2020. These are in addition to 2019 acquisitions of spectrum in two-millimeter wave auctions in 24 GHz and 28 GHz bands. Fitch believes USM will augment its spectrum portfolio through acquisitions of licenses in the midband category in the upcoming FCC auctions. These, along with the 600 MHz spectrum acquisitions in 2017, will form the basis for the company's 5G network and subsequent commercial launch. Cable Underpins Growth Strategy: Cable continues to register robust revenue growth, as broadband connections grew 10% in 1Q20, including those acquired from the Continuum acquisition closed in December 2019. As of Sept. 30, 2020, the broadband penetration was at 46%. The company is also making significant investments in fiber both in- and out-of-territory. TDS entered the cable business with its acquisition of Baja Broadband in 2013, and it subsequently acquired BendBroadband in 2014. Noncore Assets Provide Flexibility: While Fitch believes TDS considers USM's 5.5% stake in the Los Angeles partnership and its tower portfolio as core assets, Fitch also recognizes that these assets provide the company with financial flexibility should the need arise as it pursues growth in the cable industry. DERIVATION SUMMARY TDS's ratings reflect USM's weaker competitive position in the U.S. wireless industry, which is dominated by three national players -- AT&T Inc. (A-/Stable), Verizon Communications Inc. (A-/Stable) and T-Mobile USA, Inc. (BB+/Stable) -- based on scale and number of subscribers. However, this rating concern is largely compensated by TDS' strong liquidity profile and high financial flexibility supported by relatively high cash balances and $700 million in combined (TDS and USM) revolver availability as of Sept. 30, 2020, excluding nominal outstanding letters of credit and its generally longer dated maturity profile. Additionally, the EIP receivables securitizations provide an additional funding opportunity. Fitch expects FCF to be negative for the next several years due to the elevated capital investments, but the company has the ability to roll back capex if needed, as a significant part of the capex is success-based. On the wireline side, TDS is comparable with rural focused incumbent wireline providers, such as Windstream Services, LLC (NR) and Frontier Communications, Inc. (BB-[EXP]/Stable). However, compared with these companies, TDS has a conservative balance sheet with a lower leverage profile, a stronger liquidity position, long-dated maturities and greater financial flexibility. No country-ceiling, parent/subsidiary or operating environment aspects affect the ratings. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Fitch expects 2020 revenue to decline in the mid-to-high single digits, largely driven by a decline in equipment revenue and roaming revenue. EBITDA for 2020 is expected to be only moderately lower than 2019 levels since equipment revenue does not generate an operating profit. EBITDA for 2020 will be negatively affected by an increase in bad debt during the year and a decline in roaming revenue. For 2020, Fitch has assumed steady wireless service ARPU, lower gross additions and postpaid churn in the 1.0%-1.1% range. -- Fitch expects a rebound in 2021, with revenue growing in the mid-to-high single digits, followed by revenue growth in low-to-mid single digits in subsequent years. Churn is expected to return to historical levels as stores reopen as expected following the coronavirus pandemic-related shutdowns. Wireline and cable revenues are projected to grow in the low-to-mid single digits. -- Fitch expects overall EBITDAR margins to average near 26% during the rating horizon. -- Capex intensity in 2020 is assumed to be elevated near the mid-20s as the company increases spending on modernization of networks, deployment of voice over LTE (VoLTE) and 5G and fiber expansion within and outside its footprint. Additionally, Fitch assumes spectrum acquisition spending of roughly $300 million, including the acquisitions of 37, 39 and 47 GHz spectrum in auctions concluded in March 2020. -- Share repurchases of $25 million each year are assumed over the forecast. -- To determine core telecom leverage, Fitch has applied a 1:1 debt-to-equity ratio to the company's handset receivables. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch believes that competitive factors coupled with TDS's relative position in the wireless industry would not likely allow a positive rating action in the near term. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- In the longer term, Fitch believes TDS's and USM's ability to grow revenues and cashflows while competing effectively against much larger national operators will be key to maintaining their 'BB+' IDRs. In addition, if core telecom leverage (total debt/EBITDA) calculated including credit for material wireless partnership distributions in EBITDA approaches 3.5x, or if FFO net leverage approaches 3.0x, a negative rating action could be contemplated. LIQUIDITY AND DEBT STRUCTURE Strong Liquidity Profile: TDS has a cash balance of $1,076 million as of Sept. 30, 2020. Of this, USM holds approximately $931 million. In addition, the company has a substantial combined availability of approximately $697 million, net of letters of credit, on revolvers at TDS and USM. USM also has an EIP receivables securitization facility of original size $200 million that has $75 million of availability as of Sept. 30, 2020 after the company drew $125 million in April 2020 to fund its spectrum payment. The securitization facility size was increased to $300 million in Oct 2020. The ratings at TDS and USM reflect the current strong liquidity position and financial flexibility owing to substantial cash balances, availability under revolving credit facilities and generally long-dated maturities, offsetting pressures from expected negative free cashflows over the forecast. Debt Structure Updates: In January 2020, TDS entered into a $200 million term loan credit facility with Co-bank. The company borrowed $50 million on the facility in March, and the remaining delayed draws are permitted through Jan. 6, 2021. The main financial covenants on the term loan facility require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 3.25x. TDS also entered into new revolving facilities and terminated its previous revolving facilities at TDS and USM. The new revolvers retained the original commitments of $400 million and $300 million at TDS and USM, respectively, and effectively extended the maturities two years out from 2023 to 2025. As of March 31, 2020, TDS and USM had borrowing capacities $399 million and $298 million under their respective revolving facilities. The main financial covenants in the TDS revolving facility and USM's revolving and term loan facilities require total consolidated interest coverage to be no less than 3.0x and the total consolidated leverage ratio to be no more than 3.25x. In June 2020, USM amended and extended its term loan with CoBank; it is now a $300 million delay draw term loan due in June 2027. The company also re-evidenced its then-existing loan of $83 million with Co-bank. The earliest note maturities at TDS and USM are in 2045 ($116 million) and 2033 ($544 million face value), respectively. In August 2020, USM issued $500 million of 6.25% senior unsecured notes that mature in 2069. The quarterly interest on these notes begins in December 2020. In Oct 2020, the borrowing capacity on securitization facility was increased from $200 million to $300 million. SUMMARY OF FINANCIAL ADJUSTMENTS Adjustments for outstanding EIP receivables related to financial services operations (assessed using a 1.0x debt-to-equity ratio) resulted in a reduced level of debt used in calculating Fitch's leverage metrics by approximately $500 million (as of YE19). REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. UNIFIED PHYSICIAN: S&P Assigns 'B-' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Unified Physician Management Holdings L.P. At the same time, S&P assigned its 'B-' issue-level and '3' recovery rating to the company's senior secured debt, indicating its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of default. The second-lien debt has been privately placed and will be unrated. S&P's stable outlook reflects an expectation for solid sales growth of about 10%-11% annually over the next two years and stable margins leading to modest positive discretionary cash flow. Unified Physician has a limited operating history and a narrow business focus. The company was founded in 2009 and is singularly focused on OB-GYN practices. S&P's rating reflects the risks of a narrow business focus in the highly fragmented and competitive women's health care industry. The company recently transitioned to a physician practice management company in 2016, and initiated an aggressive acquisition strategy along with developing additional ancillary services. S&P said, "We believe rapid growth via acquisition has significant inherent risks that could increase the company's cost structure. We also view geographic concentration as a key risk because almost 70% of its revenue is generated in only three markets: Florida, North Carolina, and Virginia/Maryland/Washington D.C." The core OB-GYN business is a slow-growing, mature industry. Birth rates in the U.S. have been flat to slightly lower over the past several years, a trend we expect to continue. However, S&P believes the company's strategy of expanding ancillary services, including clinical laboratory and mammography services, could increase organic growth, particularly in gynecological services. The company also intends to expand the value-based portion of its business primarily through its recently acquired Lucina unit if it can attract new third-party payer contracts. Still, S&P expects value-based revenue to represent only a small portion of its total revenue. The company is highly leveraged. S&P said, "We expect adjusted debt to EBITDA of about 8.3x in 2020, improving to 6.6x in 2021. However, we expect its acquisition strategy will keep it highly leveraged as we believe the company's limited cash flow generation will require additional debt financing to fund acquisitions." S&P said, "We believe Unified Physician is poised to turn historical cash flow deficits into positive discretionary cash flow. In its short operating history the company, on a consolidated basis, hasn't produced positive free cash flow. However, we now believe the company has grown enough to reach a size and scale that now provides it with the operating leverage necessary to produce positive free cash flow. Risks to our cash flow forecast include the potential for an aggressive acquisition strategy. "We expect modest discretionary cash flow generation of $5 million-$10 million in 2020 and about $15 million in 2021. Our discretionary cash flow adjusts for working capital benefits from various deferred expenses, including the social security tax deferral allowed under the CARES Act and some vendor and acquisitions costs deferred during the pandemic that we anticipate will begin to normalize starting in 2021." Uncertainty from coronavirus pandemic still lingers. The ongoing adverse impact from the coronavirus pandemic could weaken Unified's financial results. The company experienced significant patient volume declines in second-quarter 2020 because of the pandemic, but volume rebounded to above prior-year levels in the third quarter. S&P said, "While we cannot predict the pandemic's severity or duration, we do not build into our base case 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 an increased number of local and regional shutdowns are possible. We believe obstetrics services are essential and hence are relatively recession and pandemic-resilient, but believe gynecological services could be deferred, but only for a relatively short time." S&P's stable outlook reflects an expectation for solid sales growth of about 10%-11% annually over the next two years and stable margins, leading to modest discretionary cash flow generation. S&P could lower its rating if the company generates discretionary cash flow deficits with limited prospects for improvement. In S&P's view, this could happen if: -- There is a sizable cut in reimbursement rates; -- The COVID-19 pandemic results in prolonged regional shutdowns, resulting in weaker-than-expected patient volume; and -- There are integration challenges as the company pursues its acquisition strategy. S&P would consider raising the rating if it believes the company can generate sustained discretionary cash flow to debt over 3%, which is in line with comparable 'B' rated peers. UNITED RESOURCE: Seeks to Tap Victor Wrotslavsky as Expert Witness ------------------------------------------------------------------ United Resource, LLC filed anew an application to employ Victor Wrotslavsky, CPA, P.C. as expert witness in connection with confirmation of the Debtor's Plan of Reorganization. As expert witness, Victor Wrotslavsky, CPA, P.C. will render these services: (a) review the statements of affairs, schedules and other regular reports submitted by the Debtor to the Bankruptcy Court. (b) review the Debtor's historical financial statements and tax returns. (c) review the Debtor's cash-flow forecasts and budget. (d) review the Debtor's plan of reorganization and express our opinion, in a written report and in testimony, as to the achievability and feasibility of the plan. (e) assist with such other matters as may be requested and that fall within our expertise and that are mutually agreeable. The firm's hourly billing rates are: Victor Wrotslavsky $300 Consultants & Senior Associates $275 Analysts $200 Para-professional staff $125 The firm will seek reimbursement for out-of-pocket expenses as necessary. Mr. Wrotslavsky disclosed in court filings that the firm and its employees are "disinterested persons" as defined in section 101(14) of the Bankruptcy Code and neither the firm nor its employees hold nor represent any interest adverse to the Debtor's estate. The firm can be reached through: Victor Wrotslavsky VICTOR WROTSLAVSKY, CPA, P.C. 30400 Telegraph Suite 115 Bingham Farms, MI 48025 Telephone: (248) 645-1900 Facsimile: (248) 626-4298 About United Resource United Resource, LLC -- https://www.unitedresourcellc.com/ -- specializes in a full array of environmental services to industrial and municipal clients. It provides slurry management, storm water management, property maintenance, inspections and consulting, vacuum truck services, snow removal, sewer cleaning and televising, and water blasting services. United Resource sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-43856) on March 15, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Maria L. Oxholm oversees the case. Schafer and Weiner, PLLC is the Debtor's legal counsel. URBAN ONE: Geoffrey Armstrong Quits as Director ----------------------------------------------- Geoffrey D. Armstrong, a member of the Board of Directors and Chairman of the Audit Committee of Urban One, Inc., tendered his resignation from the Board effective as of Nov. 30, 2020. Mr. Armstrong tendered his resignation in light of a potential conflict of interest with his other business interests and his resignation was not the result of any dispute or disagreement between Mr. Armstrong and the Company on any matter relating to the Company's operations, policies or practices. About Urban One Urban One, Inc. (urban1.com), together with its subsidiaries, is a diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 59 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform and inspire a diverse audience of adult Black viewers. As of June 2020, Urban One currently owns and/or operates 61 broadcast stations (including all HD stations, translator stations and the low power television stations it operates) branded under the tradename "Radio One" in 14 urban markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley Show. In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), its wholly owned digital platform serving the African-American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. The Company also has invested in a minority ownership interest in MGM National Harbor, a gaming resort located in Prince George's County, Maryland. As of Sept. 30, 2020, the Company had $1.21 billion in total assets, $1.03 billion in total liabilities, $11.12 million in redeemable noncontrolling interests, and $162.45 million in total stockholders' equity. * * * As reported by the TCR on April 22, 2020, S&P Global Ratings lowered its issuer credit rating on Urban One Inc. to 'CCC' from 'B-'. The outlook is negative. "The negative outlook reflects our view that Urban One could breach its covenants in 2020 as economic weakness from the COVID-19 outbreak reduces advertising revenue and elevates leverage. The negative outlook also reflects refinancing risk associated with the company's senior secured notes due April 2022 and the springing maturity of its senior secured term loan in January 2022. If the company does not refinance these maturities over the next year, it might be unable to obtain a clean auditor's opinion when filing its 10-K in March 2021," S&P said. US RADIOLOGY: Moody's Assigns B3 CFR, Outlook Stable ---------------------------------------------------- Moody's Investors Service assigned a B3 Corporate Family Rating and B3-PD Probability of Default Rating to US Radiology Specialists, Inc. ("USRS"). Moody's also assigned B3 ratings to the company's senior secured first lien term loan and revolving credit facility. The outlook is stable. Proceeds from the new credit facilities will be used to refinance existing debt (approximately $619 million), finance three near-term acquisitions, provide capacity for future acquisitions, and cover transaction-related expenses. USRS, which contains the radiology subsidiaries, and US Outpatient Imaging Specialists, Inc. (USOIS), which contains the outpatient imaging subsidiaries, will be co-borrowers of the proposed credit facility. The following ratings were assigned: Issuer: US Radiology Specialists, Inc. Corporate Family Rating of B3 Probability of Default Rating of B3-PD Proposed $100 million senior secured first lien revolving credit facility of B3 (LGD3) Proposed $790 million senior secured first lien term loan of B3 (LGD3) Proposed $135 million senior secured first lien delayed draw term loan of B3 (LGD3) Outlook action: Issuer: US Radiology Specialists, Inc. outlook assigned stable. RATINGS RATIONALE USRS' B3 CFR reflects its moderate scale, high leverage and execution risk associated with an active debt-funded acquisition strategy. Further, USRS has some geographic concentration with Texas, North Carolina and Georgia representing more than 70% of consolidated revenues. Moody's estimates that the company's proforma debt/EBITDA at the close of the refinancing transaction, including certain add-backs for transaction expenses and estimated contributions from acquisitions, will approximate 6.4 times. The B3 CFR is supported by USRS' strong competitive position in the markets where it operates. Further, USRS benefits from good business diversity as it has both outpatient imaging and radiology physician services integrated in many of its markets. The rating is also supported by the alignment of management and physician incentives through a high level of physician ownership (~30%) and a physician compensation structure which is highly variable. The company has good payor diversity -- approximately 70% of revenues are sourced from commercial payors. Commercial payors typically offer higher reimbursement rates than government payors. Moody's expects USRS' liquidity to be good. This liquidity assessment is supported by Moody's expectations of $20-$30m million in free cash flow in the next 12 months as well as cash balances of approximately $36 million at the end of September 2020, along with full availability under the company's $100 million committed bank revolver. Post-refinancing transaction, the company will have approximately $7.5 million in annual mandatory debt repayments ($9.25 million when the full amount under the delayed draw term loan is utilized). The stable outlook reflects Moody's expectation that the company will continue its rapid expansion while employing a balanced growth strategy and keeping leverage in 6.0 - 7.5 times range. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of the corporate assets from the current weak U.S. economic activity and a gradual recovery for the coming months. Although economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. In terms of governance, the company is ~48% owned by private equity sponsor Welsh, Carson, Anderson & Stowe. The company's financial policies are expected to remain aggressive reflecting its majority control by a private equity investor. However, since the physicians also own a significant proportion of the company, they will also have a material influence in deciding the company's policies. The environmental component of ESG is not considered material to the overall credit profile of the issuer. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if USRS successfully executes its rapid growth strategy, evidenced by expanded scale and diversity while maintaining its current level of profitability. A demonstrated track record of positive free cash flow, and sustained debt/EBITDA below 6.0 times would also support an upgrade. Deterioration of operating performance, weakening of liquidity, or a prolonged impact from the coronavirus pandemic could result in a rating downgrade. Quantitatively, ratings could be lowered if debt/EBITDA is sustained above 7.5 times. Headquartered in Raleigh, NC, US Radiology Specialists Holdings, LLC, through its subsidiaries, USRS and USOIS, is an operator of outpatient imaging centers and a provider of radiology services in 13 states. As a part of its outpatient imaging business, the company operates 135 imaging centers (including 56 centers in JVs with leading health systems). The company's radiology physician services business consists of approximately 275 physicians and advanced practice providers. The company's annual consolidated revenues in 2019 were approximately $288 million ($597 million if the company's proportionate share in joint ventures is included). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. US RADIOLOGY: S&P Assigns 'B-' ICR, Outlook Positive ---------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to US Radiology Specialists Holdings LLC (USRS). At the same time, S&P assigned its 'B-' issue-level and '3' recovery ratings to the first-lien debt issued by the subsidiaries US Radiology Specialists Inc. and US Outpatient Imaging Specialists Inc., indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of default. The company's rating is constrained by small scale of operations and a narrow focus on radiology and imaging services, as well as estimated leverage of 7x-7.5x, pro forma for targeted acquisitions. The company's rating is constrained by its narrow focus on imaging and radiology services, relatively small scale in a very fragmented market, exposure to adverse reimbursement changes, geographical concentration in three states, limited history under its current ownership, and high S&P Global Ratings-adjusted leverage of 7x-7.5x in the next two years. USRS has proposed, via subsidiaries, to issue a $100 million first-lien revolving credit facility due 2025 (undrawn at close), a $790 million first-lien term loan due 2027, and a $135 million first-lien delayed-draw term loan to refinance its existing $619 million term loan and $45 million revolving credit facility (currently undrawn), to finance three near-term acquisitions, provide capacity for future acquisitions, and cover transaction-related expenses. After the transaction, and pro forma for the targeted acquisitions, S&P expects USRS adjusted leverage will be around 7.5x in 2021, improving to 7x in 2022. USRS debt-financed acquisition strategy will likely keep it highly leveraged. Since its establishment in 2018, the company has pursued a rapid expansion strategy, more than tripling its size. S&P said, "The company's proposed transactions are consistent with its acquisition strategy, and given the fragmented nature of the radiology services market, we expect it to be acquisitive in the coming years. We believe that gaining scale is beneficial in its negotiations with payors but exposes the company to significant integration risks and is expected to keep leverage over 7x for the next two years. Since we view acquisition and integration expenses as part of the company's ongoing business, in our leverage estimates we incorporate them as part of our EBITDA measure." USRS has limited operating history and its cash flow generation capabilities have a short track record. In 2019 the company had significant transaction and integration charges, and its free cash flow generation was negligible. In the first nine months of 2020 the level of integration expenses subsided and, combined with increased scale and positive working capital inflows, the company's free cash flow generation reached $40 million annually as of Sept. 30, 2020. S&P said, "At the same time, we believe its aggressive acquisition strategy, combined with expected negative reimbursement pressures, will remain risk factors to the company's free cash flow generation. We estimate $20 million of free cash flow in 2021, but think there could be downside risk to this forecast if acquisition activity is higher than we currently model." Adverse reimbursement changes, combined with ongoing acquisition and integration costs, may pressure margins in the coming years. The U.S. Centers for Medicare and Medicaid Services (CMS) recently finalized the rules for its 2021 Medicare Physician Fee Schedule (MPFS) and the 2021 Hospital Outpatient Prospective Payment System. The new rules reflect adverse reimbursement cuts for radiology services of about 10%, on average, according to industry estimates. The company's Medicare revenue exposure is about 20%, and we expect it to be negatively affected by this change. At the same time, the company's cost structure, in which a large part of physicians' compensation is tied to the company's earnings, should enable it to offset a large part of the reimbursement reduction. In addition, S&P also believes that the company's ability to drive organic volume growth should partially offset the impact of the reimbursement changes on its cash generation in the coming years. S&P said, "The company's third-quarter results point to a fast recovery from the coronavirus pandemic, but, we see lingering uncertainty in the coming quarters. The company's third-quarter results reflected a sizable rebound from the trough during April-May period, with higher total revenues than in the first quarter. In our base case we assume continuous improvement in patient volumes as the coronavirus pandemic eases. At the same time, we see a lingering risk from the current spike in cases in U.S. "Our positive outlook reflects our belief that the company could sustain an adjusted ratio of free operating cash flows to debt of 3% or more if acquisition activity is moderate, though we see some risk to this forecast given heavy consolidation activity in radiology sector. "We would consider raising the rating if we gain confidence that the company can sustain free operating cash flows to debt at 3% and above in the coming years, despite headwinds to reimbursement and ongoing merger and acquisition activity." S&P could revise the outlook to stable if: -- The company's performance falls short of S&P'sbase case and free cash flow is lower than expected. In S&P's view, this could happen if the company experiences weaker-than-expected patient volume, or it is more acquisitive than it currently models, resulting in higher-than-expected acquisition and integration charges. -- The company pursues a more aggressive debt-financed acquisition than it anticipates. US REAL ESTATE (BUILDER): Court OKs Ch. 11 Trustee Appointment Bid ------------------------------------------------------------------ Judge Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas entered an Order directing the United States Trustee to appoint a Chapter 11 trustee for US Real Estate Equity Builder LLC. The Order was made pursuant to the U.S. Trustee's Motion to Appoint a Ch. 11 Trustee for the Debtor. The Court ruled that the appointment of a Chapter 11 trustee is in the best interests of creditors and the estate under Sec. 1104(a)(2) of the Bankruptcy Code. A full-text copy of the Order is available at https://bit.ly/3qpu0Xs from PacerMonitor.com for free. About US Real Estate Equity Builder US Real Estate Equity Builder LLC is primarily engaged in renting and leasing real estate properties. US Real Estate Equity Builder LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. of Kan. Case No. 20-21358) on Oct. 2, 2020. US Real Estate President Sean Tarpenning signed the petition. At the time of filing, the Debtor disclosed $5,281,000 in assets and $13,985,020 in liabilities. Judge Robert D. Berger oversees the case. George J. Thomas, Esq., at Phillips & Thomas LLC, represents the Debtor as counsel. UTS UNDERGROUND: Seeks to Hire Cava Law as Bankruptcy Counsel ------------------------------------------------------------- UTS Underground Trenchless Solutions, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to hire Cava Law, LLC as its general bankruptcy counsel. UTS requires Cava Law to: a. advise the Debtor with respect to its duty as a debtor-in-possession; b. advise the Debtor with respect to its responsibilities in complying with the US Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; c. prepare motions and file pleadings, orders, applications, adversary proceedings, and other documents necessary for the advancement of the Debtor's case; d. protect the interest of the Debtor in all matters pending before the Court; e. represent the Debtor in negotiations with creditors; and f. propose and seek confirmation of a plan of reorganization. Cava Law's current hourly rate ranges from $75 to $400. The Debtor shall pay the counsel a legal fee deposit of $15,000 for to begin representation in a Chapter 11 SubChapter V Bankruptcy Proceeding, plus additional filing fees and costs of $1,167 and for a total of $16,167. Christina Vilaboa-Abel, Esq., a partner with Cava Law, disclosed in court filings that the firm does not hold or represent any interest adverse to the Debtor and is a "disinterested person" within the meaning of 11 USC Sec. 327(a). Cava Law can be reached through: Christina Vilaboa-Abel, Esq. CAVA LAW, LLC 1390 S Dixie Hwy., Suite 1303 Coral Gables, FL 33146 Phone: (786) 675-6830 About UTS Underground Trenchless Solutions, LLC UTS Underground Trenchless Solutions, LLC is alimited liability company operating in the State of Florida and operating out of Miami, Florida since October 2014. UTS Underground Trenchless Solutions, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-22675) on Nov. 19, 2020. At the time of filing, the Debtor had estimated $100,001 to $500,000 in assets and 500,001 to $1 million in liabilities. Christina Vilaboa-Abel, Esq. at Cava Law, LLC serves as the Debtor's counsel. VIVUS INC: Unsecured Creditors Unimpaired in Prepackaged Plan ------------------------------------------------------------- Vivus B.V., Vivus Digital Health Corporation, VIVUS, Inc., and Vivus Pharmaceuticals Limited filed a Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization. The Debtors filed the Second Amended Plan on Dec. 2, ahead of the Dec. 3 hearing on the Plan. Under the Plan, Class 4: Convertible Note Claims -- allowed in an amount not less than $170,901,328 -- are impaired and will receive 100% of the Reorganized VIVUS Equity. Class 5: General Unsecured Claims are unimpaired. The Debtors shall continue to pay or dispute each Allowed General Unsecured Claim in the ordinary course of business after the Effective Date as if the Chapter 11 Cases had never been commenced. A Holders of Class 7: Interests will receive no distributions under the Plan on account of such Interests. Interests are Impaired. A full-text copy of the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization dated December 2, 2020, is available at https://tinyurl.com/yxay9ymd from PacerMonitor.com at no charge. Counsel for the Debtors: Matthew S. Barr Gabriel A. Morgan Natasha S. Hwangpo WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 - and - Mark D. Collins Zachary I. Shapiro Brett M. Haywood RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 About Vivus Inc. 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. W133 OWNER: Trustee Taps Wenig Saltiel as Special Counsel --------------------------------------------------------- Lori Lapin Jones, Esq., the Chapter 11 trustee for W133 Owner LLC, received approval from the U.S. Bankruptcy Court for the Eastern District of New York to retain Wenig Saltiel LLP as her special landlord/tenant counsel. Jeffrey L. Saltiel, Esq., managing partner of Wenig Saltiel, will be primarily responsible for the engagement. The Trustee seeks to pay the firm up to $7,500 for fees, plus its out-of-pocket expenses. The firm's hourly rates will not exceed $350. Mr. Saltiel's hourly rate is $350. Mr. Saltiel assures the court that the firm does not hold or represent any interest adverse to the trustee, the Debtor or to the 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: Jeffrey L. Saltiel, Esq. Wenig Saltiel LLP 26 Court St #1200 Brooklyn, NY 11242 Phone: (718) 797-5700 About W133 Owner LLC Brooklyn, N.Y.-based W133 Owner LLC is primarily engaged in renting and leasing real estate properties. W133 Owner sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42637) on July 16, 2020. The petition was signed by Levi Balkany, sole member. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $10 million and $50 million. Rosenberg Musso & Weiner, LLP is Debtor's legal counsel. On Sept. 14, 2020, the court approved the appointment of Lori Lapin Jones, Esq. as Debtor's Chapter 11 trustee. WATSON GRINDING: Dec. 30 Hearing on Claimants' Plan Set ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, conducted a hearing to consider the emergency motion of Plan Proponent January 24 Claimants' Committee for order conditionally approving Disclosure Statement of Debtor Watson Grinding & Manufacturing Co. On Dec. 4, 2020, Judge Marvin Isgur conditionally approved the Disclosure Statement and ordered that: * Dec. 30, 2020 at 9:00 a.m. is the combined hearing on confirmation of the Plan, including timely filed objections to confirmation and to final approval of the Disclosure Statement. * Dec. 28, 2020, at 5:00 p.m. is the plan voting deadline and deadline to object to Disclosure Statement and Confirmation. * The procedures proposed to be utilized by the Plan Proponent for distribution of the solicitation packages as set forth in the Motion in soliciting acceptances and rejections of the Plan satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules and are approved. * Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure, Class 3 and Class 10 January 24 Claims which are asserted in one of the pending lawsuits against the Debtors (the "Plaintiff Claims") shall be temporarily allowed in the following fixed amounts solely for the purpose of voting on the Plan. * Neither the Plan Proponent, nor the Solicitation Agent, nor any other entity has any duty to provide notification of defects or irregularities with respect to delivered Ballots, nor will any of them incur any liability for failure to provide such notification. A full-text copy of the order dated December 4, 2020, is available at https://tinyurl.com/y4omxlls from PacerMonitor.com at no charge. Counsel to the January 24 Claimants Committee: Joshua W. Wolfshohl Aaron J. Power PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, Texas 77002 Telephone: (713) 226-6600 Facsimile: (713) 226-6628 Email: jwolfshohl@porterhedges.com apower@porterhedges.com About Watson Grinding & Manufacturing Watson Grinding & Manufacturing Co. -- http://www.watsongrinding.com/-- provides precision machined parts, thermal spray coatings and grinding services to companies in the oil and gas, chemical, and mining industries. Watson Valve Services, Inc. -- http://watsonvalve.com/-- is a turn-key OEM manufacturer of severe service ball valves. Additionally, Watson Valve provides hydrostatic and pneumatic pressure testing; oxygen service cleaning; on-site and off-site installation support and troubleshooting; valve dis-assembly, analysis, repair, and rebuilding; actuation system mounting and installation; CNC and manual machining; grinding; thermal spray coatings; coatings analysis; and non-destructive testing. Watson Grinding and Watson Valve sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 20-30967 and 20-30968) on Feb. 6, 2020. At the time of the filing, Watson Grinding disclosed assets of between $10 million and $50 million and liabilities of the same range. Watson Valve had estimated assets of between $10 million and $50 million and liabilities of between $500,000 and $1 million. Judge Marvin Isgur oversees the cases. The Debtors tapped McDowell Hetherington, LLP and Jones, Murray & Beatty, LLC, as their legal counsel. On Feb. 21, 2020, the United States Trustee for the Southern District of Texas appointed the Official Committee of January 24 Claimants. The Committee retained Porter Hedges LLP, and Burns Bowen Bair LLP, as counsel. WATSON GRINDING: Unsec. to Get 100% in January 24 Claimants' Plan ----------------------------------------------------------------- The January 24 Claimants' Committee filed the First Amended Combined Disclosure Statement and Joint Plan of Liquidation of Debtors Watson Grinding & Manufacturing Co. and Watson Valve Services, Inc. on December 3, 2020. Class 5 consists of General Unsecured Claims against Watson Grinding. This Class is impaired with estimated total claims of $4,811,000. The Holders of Class 5 Claims, including the Allowed Matheson Contractual Indemnity Claim but excluding the General Unsecured Claim asserted by Valve against Grinding, shall be paid, in full, without interest, on the Initial Distribution Date. If the Holder of the Allowed Matheson Contractual Indemnity Claim obtains a Final judgment from a court of competent jurisdiction declaring that such Claim entitles it to directly assert a right to the Grinding Insurance Recovery, then the Holder of such claim shall additionally receive a Pro Rata share, with Class 3, of the Grinding Insurance Recovery; provided, further, that any such Claim that was asserted against both Grinding and Valve shall be permitted only a single recovery based on the Allowed amount of such Claim. Creditors may recover 100% of claims. Class 12 consists of General Unsecured Claims against Watson Valve. This Class is impaired with estimated total claims of $1,318,010. The Holders of Class 12 General Unsecured Claims against Watson Valve shall be paid, in full, without interest, on the Initial Distribution Date from Valve Cash. A full-text copy of the January 24 Claimants Committee's First Amended Combined Disclosure Statement and Plan of Liquidation dated December 3, 2020, is available at https://tinyurl.com/y5jld8g6 from PacerMonitor.com at no charge. Counsel to the January 24 Claimants Committee: Joshua W. Wolfshohl Aaron J. Power PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, Texas 77002 Telephone: (713) 226-6600 Facsimile: (713) 226-6628 Email: jwolfshohl@porterhedges.com apower@porterhedges.com About Watson Grinding & Manufacturing Watson Grinding & Manufacturing Co. -- http://www.watsongrinding.com/-- provides precision machined parts, thermal spray coatings and grinding services to companies in the oil and gas, chemical, and mining industries. Watson Valve Services, Inc. -- http://watsonvalve.com/-- is a turn-key OEM manufacturer of severe service ball valves. Additionally, Watson Valve provides hydrostatic and pneumatic pressure testing; oxygen service cleaning; on-site and off-site installation support and troubleshooting; valve dis-assembly, analysis, repair, and rebuilding; actuation system mounting and installation; CNC and manual machining; grinding; thermal spray coatings; coatings analysis; and non-destructive testing. Watson Grinding and Watson Valve sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case Nos. 20-30967 and 20-30968) on Feb. 6, 2020. At the time of the filing, Watson Grinding disclosed assets of between $10 million and $50 million and liabilities of the same range. Watson Valve had estimated assets of between $10 million and $50 million and liabilities of between $500,000 and $1 million. Judge Marvin Isgur oversees the cases. The Debtors tapped McDowell Hetherington, LLP and Jones, Murray & Beatty, LLC, as their legal counsel. On Feb. 21, 2020, the United States Trustee for the Southern District of Texas appointed the Official Committee of January 24 Claimants. The Committee retained Porter Hedges LLP, and Burns Bowen Bair LLP, as counsel. WEATHERS PROPERTIES: $2.4M Sale of Paradise Valley Property Okayed ------------------------------------------------------------------ Judge Eddward P. Ballinger, Jr. of the U.S. Bankruptcy Court for the District of Arizona authorized Weathers Properties, LLC's sale of the real property located at 6848 East Meadowlark Lane, Paradise Valley, Arizona, Parcel No. 174-50-030, to Reza Arsanjani and Caroline Kilian (and/or Nominee) for $2.38 million, subject to any higher or better offers. The sale is free and clear of all liens, with said liens attaching to the sale proceeds. Upon close of escrow, payment of commission owed to the Court appointed Real Estate Agent, Allan Bone of Launch Real Estate (subject to any split of the commission owed to buyers' Agent), not to exceed 6% of sale price will be paid. Upon close of escrow the following will be paid: a. Maricopa County Treasurer the outstanding 2019 and 2020 property taxes estimated to be $15,905; b. AZDOT Income, 21, LLC, in satisfaction of its first position Deed of Trust, the approximate sum of $870,000 (subject to a final payoff statement); c. Jason Weathers, in satisfaction of his second position Deed of Trust, the approximate sum of $1,314,231 (subject to adjustment after receipt of payoff statement from the senior lienholder, AZDOT Income, 21, LLC); d. Legal fees owed to the Debtor's Counsel, Allan D. NewDelman, P.C., through Sept. 30, 2020 in the amount of $13,266; and e. Any other necessary costs of closing. In the event the proceeds from the sale are insufficient to pay Jason Weathers' lien in full, that the closing of the sale will be subject to, and conditioned upon, Mr. Weathers' approval thereof, including but not limited to the right to pursue the recovery of any deficiency against any co-obligor on the amount owed to Mr. Weathers. The 14-day automatic stay of Rule 6004(h), Rules of Bankruptcy Procedure is waived. The Order will be effective immediately. About Weathers Properties Weathers Properties LLC is the fee simple owner of a residential property located at 6848 East Meadlowlark Lane, Paradise Valley, Ariz. The property has an appraised value of $3 million. Weathers Properties filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 20-06990) on June 10, 2020. In its petition, Debtor disclosed $3,000,000 in assets and $2,261,268 in liabilities. Judge Eddward P. Ballinger Jr. presides over the case. Allan D. NewDelman, Esq., at Allan D. NewDelman, P.C., is Debtor's bankruptcy counsel. WESTERN ROBIDOUX: Seeks to Hire Mayo Auction as Auctioneer ---------------------------------------------------------- Western Robidoux, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Robert Mayo of Mayo Auction and Realty as its auctioneer. For auctioning the Debtors' personal property, the auctioneer will charge buyers a buyer's premium of 10 percent, which it will retain. Additionally, the auctioneer will charge a commission of 15 percent on the proceeds of auction, except for the proceeds of the debtor's Heidelberg XL 75 press, for which the auctioneer will charge no commission. The Heidelberg XL 75 press likely represents 20 percent - 40 percent of the value of the Debtor's property to be auctioned. Additionally, the auctioneer shall charge the debtor $4,800 for marketing and advertising and for the labor of setup, catologing, preview, and load-out, at the rate of $18 per hour per person. Robert Mayo assures the court that he and Mayo Auction and Realty are disinterested parties. The auctioneer can be reached through: Robert Mayo Mayo Auction & Realty 16513 Cornerstone Dr. Belton, MO 64012 Telephone: (816) 361-2600 About Western Robidoux Western Robidoux, Inc. is a family-owned commercial printing and fulfillment company in St. Joseph, Missouri, run by the Burri family for more than 40 years. Western Robidoux sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 19-50505) on Oct. 19, 2019. The petition was signed by Connie S. Burri, president. At the time of the filing, the Debtor estimated to have $1 million and $10 million in both assets and liabilities. The case is assigned to Judge Brian T. Fenimore. The Debtor tapped Victor F. Weber, Esq., at Merrick, Baker & Strauss, P.C. as counsel; German May PC as special counsel; and Liechti, Franken & Young as accountant. WING SPIRIT: Seeks Approval to Hire Jeffrey T. Kucera as Attorney ----------------------------------------------------------------- Wing Spirit Inc. seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to employ K&L Gates, LLP as its attorney. The Debtor desires to hire the firm to assist in the Chapter 11 proceeding. As of the Petition Date, K&L Gates holds a retainer for this Chapter 11 case of $100,000, subject to an adjustment depending on the final reconciliation of pre-petition fees and expenses against the prepetition payment. The hourly rates of K&L Gates' professionals are: Jeffrey T. Kucera $960 Emily Mather $550 Jon Edel $705 Jeffrey T. Kucera, an attorney and partner at K&L Gates, disclosed in court filings that he and the firm do not hold or represent any interest adverse to the estate and are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. K&L Gates can be reached through: Jeffrey T. Kucera, Esq. K&L GATES LLP Southeast Financial Center, Suite 3900 200 South Biscayne Boulevard Miami, FL 33131-2399 Telephone: (305) 539-3322 E-mail: jeffrey.kucera@klgates.com - and – Jon N. Edel, Esq. K&L GATES LLP 300 South Tryon Street, Suite 1000 Charlotte, NC 28202 Telephone: (704) 331-7475 E-mail: jon.edel@klgates.com - and – Emily K. Mather, Esq. K&L GATES LLP 4350 Lassiter at North Hills Avenue, Suite 300 Raleigh, NC 27609 Telephone: (919) 743-7346 E-mail: emily.mather@klgates.com About Wing Spirit Inc. Wing Spirit Inc. -- https://www.wingspirit.com -- is a Hawaii-based aviation company. Wing Spirit is an air charter broker and is not a direct air charter carrier in operational control of aircraft. Wing Spirit sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Case No. 20-01383) on November 29, 2020. The petition was signed by Teijiro Handa, president, CEO & sole director. At the time of the filing, the Debtor estimated to have $10 million to $50 million in both assets and liabilities. The case is assigned to Judge Robert J. Faris. The Debtor tapped Choi & Ito, led by Chuck C. Choi, Esq. and Allison A. Ito, Esq., as local counsel and Jeffrey T. Kucera of K&L Gates, LLP as legal counsel. WOOF HOLDINGS: Moody's Assigns B3 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned initial Corporate Family Rating and Probability of Default Ratings of B3 and B3-PD, respectively, to new issuer Woof Holdings, Inc., a company newly formed by private equity firm Clearlake Capital Group, L.P. for the purpose of acquiring Wellness Pet Food Holdings from Berwind Corporation (purchase price not disclosed). Concurrently, Moody's assigned debt instrument ratings of B2 and Caa2, respectively, to the proposed $720 million seven-year first lien term loan and $265 million eight-year second lien term loan that are being arranged to partially fund the acquisition. The proposed capital structure will also include a $100 million five-year ABL revolving credit facility (undrawn at close) that will not be rated by Moody's. The outlook is stable. New Assignments: Issuer: Woof Holdings, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 2nd Lien Term Loan, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Woof Holdings, Inc. Outlook, Assigned Stable RATINGS RATIONALE Woof Holdings' B3 CFR rating reflects its closing high financial leverage of roughly 7.3x, small size (as measured by annual revenue of less than $500 million), limited product diversity, and high revenue concentration in pet specialty channels, which will continue to experience long-term traffic declines. Positively, the Wellness pet food brand has an established and growing presence in ecommerce channels, where pet food sales have grown consistently at double digit rates. The rating is also supported by the company's high EBITDA margins, good liquidity, and the attractive long-term growth prospects of the US pet food and treats category. Finally, the company's rating is constrained by financial policy risks associated with private equity ownership including aggressive use of financial leverage. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer sectors from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around its forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Closing financial leverage is very high and will remain high over the next 24 months. Moody's estimates that debt/EBITDA will approximate 7.3x at closing, decline to 7.0x by the end of 2021 and approach 6.5x by the end of 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that the company will grow revenue and earnings in a low-to-mid single digit percentage range in 2021 and sustain good liquidity supported by high EBITDA margins and roughly $30 million of annual free cash flow, a portion of which Moody's expects will be used substantively to make discretionary debt repayments. Ratings could be upgraded if debt/EBITDA is sustained below 6.5x, the company sustains its market position in key category segments and liquidity remains good. Ratings could be downgraded if major operating challenges arise, liquidity erodes, including failure to generate positive free cash flow, or if financial policy becomes more aggressive. The proposed first lien credit agreement contains provisions for incremental debt capacity up to at least 100% of consolidated pro forma trailing four quarter consolidated EBITDA, plus additional amounts subject to pro forma financial ratio requirements that vary based on the seniority of incremental debt raised. Additional first lien pari passu debt is subject to a first lien leverage ratio requirement not to exceed 5.25x; additional junior lien debt is subject to either a senior secured leverage ratio not to exceed 7.75x or an interest coverage ratio greater than 2.0x; and additional unsecured debt is subject to either a senior secured leverage ratio not to exceed 7.75x or an interest coverage ratio greater than 2.0x. Incremental debt proceeds could be used to finance a permitted acquisition or investment, subject to the financial ratio requirements associated with the priority of debt raised on a pro forma basis. Moody's estimates the incremental debt that the company can incur would increase Moody's adjusted debt/EBITDA by roughly 1.0x from its current level. Only wholly-owned subsidiaries must provide guarantees, with exceptions. The asset-sale proceeds prepayment requirement has leverage-based step-downs that are eliminated if the first lien leverage ratio is less than 3.75x, with the right to reinvest or commit to reinvest within 18 months (subject to extension to 24 months). The proposed terms and the final terms of the credit agreement can be materially different. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Headquartered in Tewksbury, Massachusetts, Woof Holdings, Inc., through its acquisition of The Wellness Pet Food Holdings Company, Inc., is a manufacturer of premium pet food and treats, mainly in North America. The company owns a portfolio of brands specializing in nutritional and healthy food products for both dogs and cats. Notable brands include its flagship Wellness all-natural dry and wet food, and Whimzees canine treats focused on dental hygiene. The company generated approximately $410 million in net revenue through the twelve months ending September 30, 2020. YONG KANG: Seeks to Hire Lin Law Group as Legal Counsel ------------------------------------------------------- Yong Kang Las Vegas Assisted Living Center, LLC filed an amended application seeking approval from the U.S. Bankruptcy Court for the District of Nevada to hire Lin Law Group as its legal counsel. The firm will provide all legal work necessary to the successful filing and discharge of the Debtor's Chapter 11 case. Lin Law Group has been employed on an hourly rate and received a retainer of $5,000. Lin Law is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Michael M. Lin, Esq. Francis Arenas, Esq. LIN LAW GROUP 5288 Spring Mtn Rd., Suite 103 Las Vegas, NV 89146 About Yong Kang Las Vegas Based in Las Vegas, Yong Kang Las Vegas Assisted Living Center, LLC owns and operates a continuing care retirement communities and assisted living facilities for the elderly. Yong Kang Las Vegas Assisted Living Center sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No. 20-14788) on Sept. 25, 2020. The petition was signed by Longsheng Lei, the company's president. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Lin Law Group is Debtor's legal counsel. YUNHONG CTI: Board Appoints New Member to Audit Committee --------------------------------------------------------- The board of directors of Yunhong CTI Ltd. appointed independent director Wan Zhang to the Company's audit committee. About Yunhong CTI Ltd. Yunhong CTI Ltd. f/k/a CTI Industries -- http://www.ctiindustries.com/-- is a manufacturer and marketer of foil balloons and producer of laminated and printed films for commercial uses. Yunhong CTI also distributes Candy Blossoms and other gift items and markets its products throughout the United States and in several other countries. Yunhong CTI reported a net loss of $8.07 million for the year ended Dec. 31, 2019, compared to a net loss of $3.74 million for the year ended Dec. 31, 2018, following a net loss of $1.78 million for the year ended Dec. 31, 2017. As of Sept. 30, 2020, the Company had $21.95 million in total assets, $20.21 million in total liabilities, and $1.73 million in total stockholders' equity. RBSM, in Larkspur, CA, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has suffered net losses from operations and liquidity limitations that raise substantial doubt about its ability to continue as a going concern. [*] Covid-19 to Trigger More Downgrades, S&P Report Says -------------------------------------------------------- The COVID-19 pandemic will continue to put a heavy strain on global credit conditions in 2021, despite positive news on a vaccine, says S&P Global Ratings in its "Global Credit Outlook 2021: Back On Track?" published on RatingsDirect and on its website. "Even if a vaccine becomes widely available by midyear, which we assume in our baseline, the containment of the pandemic will be very uneven worldwide," said Alexandra Dimitrijevic, Global Head of Research at S&P Global Ratings. "Until then, the main risk for the first half of 2021 is that further waves of COVID-19 cases, requiring renewed containment measures, may harm a fragile economic recovery and lead to further credit deterioration, particularly in sectors most exposed to social distancing and travel restrictions." S&P's key forecasts for 2021 include: - With economic momentum fading as COVID cases surge again, S&P is forecasting a weaker start to 2021, although its 2022-2023 GDP forecast is broadly unchanged. S&P expects full-year global GDP growth at 5.0%, down 30 basis points from its previous forecasts. For China -- first into the crisis and first out -- S&P sees GDP expanding by 7.0% next year as acute downside risks ease and some upside emerges. The U.S. and Europe are mired in a second wave of COVID-19, but extensive vaccine purchases lined up by their governments support prospects of a turnaround in the second quarter. S&P forecasts 4.2% GDP growth in the U.S. and 4.8% for the eurozone in 2021. For emerging markets, financial pressures may hamper the pace of recovery. - After peaking at 265% of global GDP at the end of 2020, global leverage is likely to ease only slightly in 2021, and mostly as a result of a rebound in global GDP. With vaccine availability and a rebound in the global economy, the focus in the second half of 2021 will likely turn to the gradual unwinding of extraordinary fiscal support, revealing the extent of credit losses for banks. Governments, meanwhile, face the difficult task of balancing the near-term risks of premature austerity with a medium-term need to put debt on a declining path. - S&P's rated corporates and governments have a 36% negative bias, pointing to more downgrade potential in 2021. However, S&P's base-case economic and credit assumptions do not suggest a large second wave of changes akin to that necessary in the post-March adjustment to the COVID shock. Instead, changes will reflect the widening outlook gaps between and within sectors and regions. Those hit hard by COVID -- such as leisure, transportation, and retail -- will only recover by 2022 or later; those least affected should be back on track next year. - Defaults will continue to rise. Even though S&P expects central banks to preserve very low funding costs through 2021, higher leverage and a large share of vulnerable corporates are likely to induce further defaults, resulting in the 12-month speculative-grade default rate rising to around 9% in the U.S. and 8% in Europe by September 2021, versus 6.3% and 4.3% in September 2020. The pandemic is putting ESG factors in the spotlight. 2021 will see greater focus on achieving an environmentally sustainable recovery and addressing the social inequalities magnified by COVID-19. Unprecedented fiscal support cushioned the social impact of COVID-19. As this wears off, the question of equitable burden-sharing could determine political agendas in 2021. [*] Mixed Success Colorado Oil & Mining Firms Receiving PPP Loan ---------------------------------------------------------------- Greg Avery of Denver Business Journal reports that Colorado oil and mining public companies had mixed success after receiving PPP loans from the government. Some publicly traded companies in Colorado continued to struggle after receiving millions in Paycheck Protection Program pandemic relief money intended for small businesses. For other public companies, including one that received the maximum $10 million loan, the money helped retain dozens of jobs as the Covid-19 coronavirus pandemic began spreading and triggered widespread shutdowns. Critics decried public companies taking out PPP loans in spring when so many small businesses that didn't have access to other financing struggled. In some cases, it's unclear whether the PPP money helped public companies, especially ones in the volatile oil and mining industries. Two public companies that took out PPP loans in spring later wound up in default financially — one filed for Chapter 11 bankruptcy last month and another warned this week it may soon do so. A third public company received a PPP loan as the oil market struggled but wound up cutting staff as a core part of its financial restructuring, filings show. How much companies took out in loans wasn’t completely known until now. The U.S. Small Business Administration released data this week that, for the first time, includes company names and specific amounts for all 5.2 million PPP loans. Several news organizations, including this newspaper's parent company, American City Business Journals, successfully sued to get the information released to the public under the Freedom of Information Act. The loans were meant, under the Coronavirus Aid, Relief, and Economic Security, or CARES, Act to help small business of under 500 employees with payroll-related expenses. The loans carry a 1% interest rate and must be repaid, unless the funds were used for expenses that qualify the loan to be completely forgiven. Demand for the PPP money outstripped companies’ ability to get the loans, and public outrage grew when high-profile public companies, such as Shake Shack (NYSE: SHAK) and Ruth Chris Steak House (Nasdaq: RUTH), were revealed to have qualified. The U.S. Treasury Department later issued guidelines saying public companies were unlikely to qualify for loan forgiveness. Several companies, including Broomfield-based oil industry manufacturer DMC Global, returned PPP loan money in light of the controversy. In DMC Global's case, the company borrowed PPP money even as its CEO told investors it had adequate resources and was positioned to emerge from the pandemic slowdown stronger. Other area public companies used the loans only to later go under. Lakewood-based mining company General Moly Inc., filed for bankruptcy last week as part of a prearranged sale of the business. General Moly, which mines for the steel-making alloy molybdenum, received a $365,034 PPP loan on April 15, which helped the company pay for 12 jobs, its SBA application data shows. The company's common stock traded on New York Stock Exchange prior to Oct. 9, when it was delisted due to its low share value and failing to meet other financial requirements to remain on the exchange. General Moly sought Chapter 11 bankruptcy protection Nov. 19, 2020 as part of a prepackaged restructuring meant to allow it to shed debt and sell the Mt. Hope, Nevada, mine rights it had been trying to develop. The company's CEO and two board members resigned at the same time, its filing said. Sundance Energy Inc. (Nasdaq: SNDE) oil company, which moved its headquarters to Denver from Australia last fall, this week warned that it's in default on its other loans and lines of credit and could file for bankruptcy. Sundance received for $1.9 million in PPP money April 28; it didn't specify how many jobs the money might help preserve. The company produces and explores for oil and natural in the Eagle Ford basin of south Texas. Enservco (NYSE: ENSV), an oilfield services business, replaced its CEO, moved its headquarters from downtown Denver to a field office in Longmont and refinanced its business after it got a PPP loan of $1.9 million in April. The company said the loan would help it support 100 jobs. It started 2020 with 186 employees; it's not clear how many it has now. But Enservco’s later financial restructuring led to cutting the headcount of its field staff working in oil basins around the U.S. by an unspecified number, and it has cut its corporate staff of 17 down to nine, the company said. It's understandable that smaller oil and gas firms sought PPP loans in the spring, because those industries were dealing with a "huge, unprecedented" economic shock, said Tom Brady, executive director of the JP Morgan Center for Commodities at the University of Colorado Denver. The Covid-19 pandemic gutted the global oil market, which had been needing 100 million barrels of crude a day to meet demand. "Saudi Arabia and Russia were in a battle driving prices low, the virus hits and then there's the shutdown — 20 to 30% of that demand just went away," Brady said. That triggered an historic price collapse and set off waves of layoffs in the industry. It's not unlike what other industries have experienced in the pandemic and what the PPP program was meant to help address. "I don't think oil and gas or mining businesses should be treated differently from restaurants or hospitality firms," he said. "There's a negative view of the industry, but it plays an incredibly important economic role." Denver-based Intrepid Potash Inc. (NYSE: IPI) was one of 11 companies in Colorado to be approved for the maximum $10 million PPP loan. The company mines minerals used in fertilizers and industrial processes. It's one of the largest employers in rural communities near its mines sites in Carlsbad, New Mexico, and Moab and Wendover, Utah, and they made it through the last few months without layoffs in part because of the loan, said Matt Preston, company spokesman. "We used the entire amount to fund eligible payroll expenses and are proud to have retained our entire workforce, operating without interruption during the pandemic, despite significant downturns in the markets we serve," Preston said. Greenwood Village-based Advanced Emissions Solutions Inc. (Nasdaq: SNDE), which makes activated carbon that's used in power-plant and industrial emissions reduction systems, received a $3.3 million PPP loan. It used the money to fund the increased costs of hazard pay of 60 employees who, after Advanced Emissions Solutions was declared an essential business, were sequestered at its Louisiana plant in April to build up inventory to meet customer orders, the company said. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABST US 136.7 (40.5) (9.7) ABSOLUTE SOFTWRE ABST CN 136.7 (40.5) (9.7) ABSOLUTE SOFTWRE OU1 GR 136.7 (40.5) (9.7) ABSOLUTE SOFTWRE ABT2EUR EU 136.7 (40.5) (9.7) ACCELERATE DIAGN 1A8 GR 104.2 (49.7) 85.0 ACCELERATE DIAGN AXDX US 104.2 (49.7) 85.0 ACCELERATE DIAGN AXDX* MM 104.2 (49.7) 85.0 ACCELERATE DIAGN 1A8 SW 104.2 (49.7) 85.0 ADAPTHEALTH CORP AHCO US 1,548.8 439.7 169.6 AGENUS INC AGEN US 204.5 (179.4) (21.4) AGILITI INC AGLY US 745.0 (67.7) 17.3 AMC ENTERTAINMEN AMC US 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AMC* MM 10,876.2 (2,335.4) (979.6) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIR-BDR AALL34 BZ 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE AAL US 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE A1G GR 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE AAL* MM 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE A1G TH 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE AAL11EUR EU 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE AAL AV 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE AAL TE 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE A1G SW 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE A1G GZ 62,773.0 (5,528.0) (4,244.0) AMERICAN AIRLINE A1G QT 62,773.0 (5,528.0) (4,244.0) AMERISOURCEB-BDR A1MB34 BZ 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG TH 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABC2EUR EU 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG GR 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABC US 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG QT 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG GZ 44,274.8 (839.6) (797.4) APACHE CORP APA* MM 12,875.0 (37.0) 337.0 APACHE CORP APA TH 12,875.0 (37.0) 337.0 APACHE CORP APA US 12,875.0 (37.0) 337.0 APACHE CORP APA GR 12,875.0 (37.0) 337.0 APACHE CORP APA GZ 12,875.0 (37.0) 337.0 APACHE CORP APA1 SW 12,875.0 (37.0) 337.0 APACHE CORP APAEUR EU 12,875.0 (37.0) 337.0 APACHE CORP APA QT 12,875.0 (37.0) 337.0 APACHE CORP- BDR A1PA34 BZ 12,875.0 (37.0) 337.0 AQUESTIVE THERAP AQST US 50.4 (36.5) 13.3 AURANIA RESOURCE ARU CN 4.4 (0.5) (0.6) AUTOZONE INC AZO US 14,423.9 (878.0) 528.8 AUTOZONE INC AZ5 GR 14,423.9 (878.0) 528.8 AUTOZONE INC AZ5 TH 14,423.9 (878.0) 528.8 AUTOZONE INC AZ5 GZ 14,423.9 (878.0) 528.8 AUTOZONE INC AZO AV 14,423.9 (878.0) 528.8 AUTOZONE INC AZ5 TE 14,423.9 (878.0) 528.8 AUTOZONE INC AZO* MM 14,423.9 (878.0) 528.8 AUTOZONE INC AZOEUR EU 14,423.9 (878.0) 528.8 AUTOZONE INC AZ5 QT 14,423.9 (878.0) 528.8 AUTOZONE INC-BDR AZOI34 BZ 14,423.9 (878.0) 528.8 AVID TECHNOLOGY AVID US 261.4 (144.2) 11.7 AVID TECHNOLOGY AVD GR 261.4 (144.2) 11.7 AVIS BUD-CEDEAR CAR AR 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CAR US 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CUCA TH 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CUCA GR 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CAR* MM 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CUCA QT 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CAR2EUR EU 19,596.0 (76.0) 469.0 BABCOCK & WILCOX BW US 605.8 (320.8) 116.9 BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7) BELLRING BRAND-A BRBR US 653.5 (161.0) 137.1 BELLRING BRAND-A BR6 TH 653.5 (161.0) 137.1 BELLRING BRAND-A BR6 GR 653.5 (161.0) 137.1 BELLRING BRAND-A BRBR1EUR EU 653.5 (161.0) 137.1 BELLRING BRAND-A BR6 GZ 653.5 (161.0) 137.1 BIGCOMMERCE-1 BIGC US 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 GR 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 GZ 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 TH 235.5 158.5 160.4 BIGCOMMERCE-1 BIGCEUR EU 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 QT 235.5 158.5 160.4 BIODESIX INC BDSX US 45.5 (52.5) (27.4) BIOHAVEN PHARMAC BHVN US 782.0 (153.8) 491.2 BIOHAVEN PHARMAC BHVNEUR EU 782.0 (153.8) 491.2 BIOHAVEN PHARMAC 2VN GR 782.0 (153.8) 491.2 BIOHAVEN PHARMAC 2VN TH 782.0 (153.8) 491.2 BIONOVATE TECHNO BIIO US - (0.4) (0.4) BLUE BIRD CORP BLBD US 390.1 (61.9) 39.3 BLUE BIRD CORP 4RB GR 390.1 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HZN1EUR EU 458.0 (22.1) 91.8 HORIZON GLOBAL HZN US 458.0 (22.1) 91.8 HORIZON GLOBAL 2H6 GR 458.0 (22.1) 91.8 HOVNANIAN ENT-A HO3A GR 1,805.7 (479.5) 773.7 HOVNANIAN ENT-A HOVEUR EU 1,805.7 (479.5) 773.7 HOVNANIAN ENT-A HOV US 1,805.7 (479.5) 773.7 HP COMPANY-BDR HPQB34 BZ 34,681.0 (2,228.0) (5,572.0) HP INC HPQ TE 34,681.0 (2,228.0) (5,572.0) HP INC 7HP GR 34,681.0 (2,228.0) (5,572.0) HP INC HPQ US 34,681.0 (2,228.0) (5,572.0) HP INC 7HP TH 34,681.0 (2,228.0) (5,572.0) HP INC HPQ* MM 34,681.0 (2,228.0) (5,572.0) HP INC HPQ AV 34,681.0 (2,228.0) (5,572.0) HP INC HPQ CI 34,681.0 (2,228.0) (5,572.0) HP INC HPQUSD SW 34,681.0 (2,228.0) (5,572.0) HP INC 7HP GZ 34,681.0 (2,228.0) (5,572.0) HP INC HPQEUR EU 34,681.0 (2,228.0) (5,572.0) HP INC HPQ SW 34,681.0 (2,228.0) (5,572.0) HP INC 7HP QT 34,681.0 (2,228.0) (5,572.0) IAA INC 3NI GR 2,388.8 (3.6) 352.4 IAA INC IAA-WEUR EU 2,388.8 (3.6) 352.4 IAA INC IAA US 2,388.8 (3.6) 352.4 IDERA PHARMACEUT IDRA US 32.3 (32.4) 24.4 IMMUNOGEN INC IMU GR 248.0 (42.9) 119.5 IMMUNOGEN INC IMGN US 248.0 (42.9) 119.5 IMMUNOGEN INC IMU TH 248.0 (42.9) 119.5 IMMUNOGEN INC IMGN* MM 248.0 (42.9) 119.5 IMMUNOGEN INC IMGNEUR EU 248.0 (42.9) 119.5 IMMUNOGEN INC IMU GZ 248.0 (42.9) 119.5 IMMUNOGEN INC IMU QT 248.0 (42.9) 119.5 IMMUNOGEN INC IMU SW 248.0 (42.9) 119.5 INFRASTRUCTURE A IEA US 722.4 (72.1) 97.1 INFRASTRUCTURE A IEAEUR EU 722.4 (72.1) 97.1 INFRASTRUCTURE A 5YF GR 722.4 (72.1) 97.1 INHIBRX INC INBX US 143.6 91.7 97.1 INHIBRX INC 1RK GR 143.6 91.7 97.1 INHIBRX INC INBXEUR EU 143.6 91.7 97.1 INHIBRX INC 1RK QT 143.6 91.7 97.1 INSEEGO CORP INO GZ 223.7 (27.2) 40.7 INSEEGO CORP INSG US 223.7 (27.2) 40.7 INSEEGO CORP INO GR 223.7 (27.2) 40.7 INSEEGO CORP INSGEUR EU 223.7 (27.2) 40.7 INSEEGO CORP INO TH 223.7 (27.2) 40.7 INSEEGO CORP INO QT 223.7 (27.2) 40.7 INSPIRED ENTERTA INSE US 320.3 (95.0) 10.3 INTERCEPT PHARMA I4P TH 591.4 (130.3) 398.0 INTERCEPT PHARMA ICPT* MM 591.4 (130.3) 398.0 INTERCEPT PHARMA ICPT US 591.4 (130.3) 398.0 INTERCEPT PHARMA I4P GR 591.4 (130.3) 398.0 INTERCEPT PHARMA I4P QT 591.4 (130.3) 398.0 INTERCEPT PHARMA I4P GZ 591.4 (130.3) 398.0 JACK IN THE BOX JBX GR 1,906.5 (793.4) (4.8) JACK IN THE BOX JACK US 1,906.5 (793.4) (4.8) JACK IN THE BOX JBX GZ 1,906.5 (793.4) (4.8) JACK IN THE BOX JBX QT 1,906.5 (793.4) (4.8) JACK IN THE BOX JACK1EUR EU 1,906.5 (793.4) (4.8) JOSEMARIA RESOUR JOSE SS 28.8 (9.4) (18.4) JOSEMARIA RESOUR NGQSEK EU 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES IX 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES EB 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES I2 28.8 (9.4) (18.4) JUST ENERGY GROU JE US 1,137.7 (170.7) (33.8) JUST ENERGY GROU JE CN 1,137.7 (170.7) (33.8) JUST ENERGY GROU 1JE GR 1,137.7 (170.7) (33.8) JUST ENERGY GROU 1JE1 TH 1,137.7 (170.7) (33.8) L BRANDS INC LB US 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LTD TH 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LBRA AV 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LTD GR 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LB* MM 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LTD QT 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LBEUR EU 11,161.0 (1,564.0) 1,597.0 L BRANDS INC-BDR LBRN34 BZ 11,161.0 (1,564.0) 1,597.0 LENNOX INTL INC LXI GR 1,981.2 (115.7) 353.0 LENNOX INTL INC LII US 1,981.2 (115.7) 353.0 LENNOX INTL INC LXI TH 1,981.2 (115.7) 353.0 LENNOX INTL INC LII1EUR EU 1,981.2 (115.7) 353.0 LENNOX INTL INC LII* MM 1,981.2 (115.7) 353.0 LESLIE'S INC LESL US 479.7 (887.4) 116.6 LESLIE'S INC LE3 GR 479.7 (887.4) 116.6 LESLIE'S INC LESLEUR EU 479.7 (887.4) 116.6 MADISON SQUARE G MSG1EUR EU 1,219.4 (239.9) (216.3) MADISON SQUARE G MS8 GR 1,219.4 (239.9) (216.3) MADISON SQUARE G MSGS US 1,219.4 (239.9) (216.3) MCAFEE CORP - A MCFE US 5,553.0 (2,323.0) (1,182.0) MCAFEE CORP - A MC7 GR 5,553.0 (2,323.0) (1,182.0) MCAFEE CORP - A MCFEEUR EU 5,553.0 (2,323.0) (1,182.0) MCDONALD'S CORP TCXMCD AU 50,699.3 (8,472.1) 455.9 MCDONALDS - BDR MCDC34 BZ 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MDO TH 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCD SW 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCD US 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MDO GR 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCD* MM 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCD TE 50,699.3 (8,472.1) 455.9 MCDONALDS CORP 0R16 LN 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCD CI 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCD AV 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCDUSD SW 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MDO GZ 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCDEUR EU 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MDO QT 50,699.3 (8,472.1) 455.9 MCDONALDS CORP MCD PE 50,699.3 (8,472.1) 455.9 MCDONALDS-CEDEAR MCD AR 50,699.3 (8,472.1) 455.9 MCDONALDS-CEDEAR MCDC AR 50,699.3 (8,472.1) 455.9 MCDONALDS-CEDEAR MCDD AR 50,699.3 (8,472.1) 455.9 MEDLEY MANAGE-A MDLY US 38.7 (132.0) (15.2) MERCER PARK BR-A MRCQF US 411.4 (7.6) 2.7 MERCER PARK BR-A BRND/A/U CN 411.4 (7.6) 2.7 MICHAELS COS INC MIK US 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM GR 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM TH 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIKEUR EU 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM QT 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM GZ 4,263.3 (1,389.9) 381.9 MILESTONE MEDICA MMDPLN EU 1.0 (16.3) (16.3) MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3) MONEYGRAM INTERN MGI US 4,494.0 (249.1) (94.5) MONEYGRAM INTERN 9M1N GR 4,494.0 (249.1) (94.5) MONEYGRAM INTERN 9M1N TH 4,494.0 (249.1) (94.5) MONEYGRAM INTERN MGIEUR EU 4,494.0 (249.1) (94.5) MONEYGRAM INTERN 9M1N QT 4,494.0 (249.1) (94.5) MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5) MOTOROLA SOL-BDR M1SI34 BZ 10,361.0 (740.0) 659.0 MOTOROLA SOL-CED MSI AR 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MOT TE 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MSI US 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA TH 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MOSI AV 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA GR 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MSI1EUR EU 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA GZ 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA QT 10,361.0 (740.0) 659.0 MSCI INC 3HM GR 4,111.7 (386.6) 1,008.2 MSCI INC MSCI US 4,111.7 (386.6) 1,008.2 MSCI INC 3HM GZ 4,111.7 (386.6) 1,008.2 MSCI INC MSCI* MM 4,111.7 (386.6) 1,008.2 MSCI INC 3HM QT 4,111.7 (386.6) 1,008.2 MSCI INC 3HM TH 4,111.7 (386.6) 1,008.2 MSCI INC-BDR M1SC34 BZ 4,111.7 (386.6) 1,008.2 MSG NETWORKS- A MSGN US 893.6 (515.7) 294.3 MSG NETWORKS- A 1M4 GR 893.6 (515.7) 294.3 MSG NETWORKS- A 1M4 QT 893.6 (515.7) 294.3 MSG NETWORKS- A MSGNEUR EU 893.6 (515.7) 294.3 MSG NETWORKS- A 1M4 TH 893.6 (515.7) 294.3 NATHANS FAMOUS NATH US 106.3 (63.1) 79.0 NATHANS FAMOUS NFA GR 106.3 (63.1) 79.0 NATHANS FAMOUS NATHEUR EU 106.3 (63.1) 79.0 NATIONAL CINEMED NCMI US 1,097.8 (210.4) 183.0 NATIONAL CINEMED NCMIEUR EU 1,097.8 (210.4) 183.0 NAVISTAR INTL IHR TH 6,675.0 (3,828.0) 1,577.0 NAVISTAR INTL NAV US 6,675.0 (3,828.0) 1,577.0 NAVISTAR INTL IHR GR 6,675.0 (3,828.0) 1,577.0 NAVISTAR INTL NAVEUR EU 6,675.0 (3,828.0) 1,577.0 NAVISTAR INTL IHR QT 6,675.0 (3,828.0) 1,577.0 NAVISTAR INTL IHR GZ 6,675.0 (3,828.0) 1,577.0 NESCO HOLDINGS I NSCO US 769.5 (24.4) 54.0 NEW ENG RLTY-LP NEN US 293.1 (39.3) - NORTHERN OIL AND 4LT1 GR 1,025.5 (83.7) 13.3 NORTHERN OIL AND NOG US 1,025.5 (83.7) 13.3 NORTHERN OIL AND NOG1EUR EU 1,025.5 (83.7) 13.3 NORTONLIFEL- BDR S1YM34 BZ 6,313.0 (476.0) 44.0 NORTONLIFELOCK I NLOK US 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM TH 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM GR 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYMC TE 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYMC AV 6,313.0 (476.0) 44.0 NORTONLIFELOCK I NLOK* MM 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM GZ 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYMCEUR EU 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM QT 6,313.0 (476.0) 44.0 NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5) NUTANIX INC - A 0NU GZ 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU GR 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU TH 2,315.9 (557.4) 854.5 NUTANIX INC - A NTNXEUR EU 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU QT 2,315.9 (557.4) 854.5 NUTANIX INC - A NTNX US 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU SW 2,315.9 (557.4) 854.5 OASIS PETROLEUM OAS US 2,506.8 (638.2) (235.9) OASIS PETROLEUM OS70 GR 2,506.8 (638.2) (235.9) OASIS PETROLEUM OAS1EUR EU 2,506.8 (638.2) (235.9) OCULAR THERAPEUT OCUL US 98.2 (4.1) 59.0 OCULAR THERAPEUT 0OT GZ 98.2 (4.1) 59.0 OCULAR THERAPEUT 0OT TH 98.2 (4.1) 59.0 OCULAR THERAPEUT OCULEUR EU 98.2 (4.1) 59.0 OCULAR THERAPEUT 0OT GR 98.2 (4.1) 59.0 OMEROS CORP OMER US 227.1 (87.3) 148.3 OMEROS CORP 3O8 GR 227.1 (87.3) 148.3 OMEROS CORP 3O8 QT 227.1 (87.3) 148.3 OMEROS CORP 3O8 TH 227.1 (87.3) 148.3 OMEROS CORP OMEREUR EU 227.1 (87.3) 148.3 ONDAS HOLDINGS I ONDS US 2.6 (16.4) (16.3) OPTIVA INC OPT CN 84.2 (82.4) 3.3 OPTIVA INC RKNEF US 84.2 (82.4) 3.3 OTIS WORLDWI OTIS US 10,473.0 (3,383.0) (20.0) OTIS WORLDWI 4PG GR 10,473.0 (3,383.0) (20.0) OTIS WORLDWI OTISEUR EU 10,473.0 (3,383.0) (20.0) OTIS WORLDWI 4PG GZ 10,473.0 (3,383.0) (20.0) OTIS WORLDWI OTIS* MM 10,473.0 (3,383.0) (20.0) OTIS WORLDWI 4PG TH 10,473.0 (3,383.0) (20.0) OTIS WORLDWI 4PG QT 10,473.0 (3,383.0) (20.0) OTIS WORLDWI-BDR O1TI34 BZ 10,473.0 (3,383.0) (20.0) PAPA JOHN'S INTL PZZA US 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 GR 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 GZ 816.7 (14.1) 19.4 PAPA JOHN'S INTL PZZAEUR EU 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 TH 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 QT 816.7 (14.1) 19.4 PARATEK PHARMACE PRTK US 198.7 (79.9) 172.1 PARATEK PHARMACE N4CN GR 198.7 (79.9) 172.1 PARATEK PHARMACE N4CN TH 198.7 (79.9) 172.1 PHILIP MORRI-BDR PHMO34 BZ 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 GR 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM US 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM1CHF EU 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM1 TE 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 TH 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM1EUR EU 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMI SW 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM* MM 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMIZ IX 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMIZ EB 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 0M8V LN 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 GZ 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 QT 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMOR AV 39,129.0 (10,245.0) 1,928.0 PLANET FITNESS-A 3PL QT 1,801.6 (722.9) 440.8 PLANET FITNESS-A PLNT1EUR EU 1,801.6 (722.9) 440.8 PLANET FITNESS-A PLNT US 1,801.6 (722.9) 440.8 PLANET FITNESS-A 3PL TH 1,801.6 (722.9) 440.8 PLANET FITNESS-A 3PL GR 1,801.6 (722.9) 440.8 PLANET FITNESS-A 3PL GZ 1,801.6 (722.9) 440.8 PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1 PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1 PLATINUM GROUP M PTM CN 37.4 (4.1) (2.4) PLATINUM GROUP M PLG US 37.4 (4.1) (2.4) POPULATION HEALT PHICU US 0.3 (0.0) (0.3) PPD INC PPD US 6,041.5 (915.2) 203.0 PRIORITY TECHNOL PRTHU US 380.4 (98.3) 3.6 PRIORITY TECHNOL PRTH US 380.4 (98.3) 3.6 PRIORITY TECHNOL PRTHEUR EU 380.4 (98.3) 3.6 PRIORITY TECHNOL 60W GR 380.4 (98.3) 3.6 PROGENITY INC PROG US 111.0 (84.8) 9.5 PSOMAGEN INC-KDR 950200 KS - - - PUMA BIOTECHNOLO PBYI US 261.7 (0.5) 41.6 PUMA BIOTECHNOLO 0PB GR 261.7 (0.5) 41.6 PUMA BIOTECHNOLO 0PB TH 261.7 (0.5) 41.6 PUMA BIOTECHNOLO PBYIEUR EU 261.7 (0.5) 41.6 QUANTUM CORP QNT2 GR 173.3 (196.2) (1.5) QUANTUM CORP QMCO US 173.3 (196.2) (1.5) QUANTUM CORP QTM1EUR EU 173.3 (196.2) (1.5) QUANTUM CORP QNT2 TH 173.3 (196.2) (1.5) RADIUS HEALTH IN RDUS US 196.0 (108.6) 101.7 RADIUS HEALTH IN 1R8 GR 196.0 (108.6) 101.7 RADIUS HEALTH IN 1R8 TH 196.0 (108.6) 101.7 RADIUS HEALTH IN 1R8 QT 196.0 (108.6) 101.7 RADIUS HEALTH IN RDUSEUR EU 196.0 (108.6) 101.7 REC SILICON ASA RECSIO IX 258.4 (19.2) 47.9 REC SILICON ASA RECSIO S1 258.4 (19.2) 47.9 REC SILICON ASA REC SS 258.4 (19.2) 47.9 REC SILICON ASA RECSIO TQ 258.4 (19.2) 47.9 REC SILICON ASA REC EU 258.4 (19.2) 47.9 REC SILICON ASA RECSIO EB 258.4 (19.2) 47.9 REC SILICON ASA REC NO 258.4 (19.2) 47.9 REC SILICON ASA RECSIO QE 258.4 (19.2) 47.9 REC SILICON ASA RECSIO I2 258.4 (19.2) 47.9 REC SILICON ASA RECSIO QX 258.4 (19.2) 47.9 REC SILICON ASA RECSIO PO 258.4 (19.2) 47.9 REC SILICON ASA RECSIO B3 258.4 (19.2) 47.9 REC SILICON ASA RECSIO S2 258.4 (19.2) 47.9 REC SILICON ASA RECO L3 258.4 (19.2) 47.9 REVLON INC-A REV US 2,973.3 (1,582.9) (38.9) REVLON INC-A RVL1 GR 2,973.3 (1,582.9) (38.9) REVLON INC-A REV* MM 2,973.3 (1,582.9) (38.9) REVLON INC-A RVL1 TH 2,973.3 (1,582.9) (38.9) REVLON INC-A REVEUR EU 2,973.3 (1,582.9) (38.9) RIMINI STREET IN RMNI US 220.3 (61.5) (64.7) SBA COMM CORP SBAC* MM 9,034.7 (4,471.2) (92.7) SBA COMM CORP 4SB GR 9,034.7 (4,471.2) (92.7) SBA COMM CORP SBAC US 9,034.7 (4,471.2) (92.7) SBA COMM CORP 4SB TH 9,034.7 (4,471.2) (92.7) SBA COMM CORP 4SB GZ 9,034.7 (4,471.2) (92.7) SBA COMM CORP SBACEUR EU 9,034.7 (4,471.2) (92.7) SBA COMM CORP 4SB QT 9,034.7 (4,471.2) (92.7) SBA COMMUN - BDR S1BA34 BZ 9,034.7 (4,471.2) (92.7) SCIENTIFIC GAMES SGMS US 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW GR 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW TH 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW GZ 8,102.0 (2,541.0) 1,424.0 SEAWORLD ENTERTA W2L GR 2,650.2 (66.5) 211.5 SEAWORLD ENTERTA W2L TH 2,650.2 (66.5) 211.5 SEAWORLD ENTERTA SEAS US 2,650.2 (66.5) 211.5 SEAWORLD ENTERTA SEASEUR EU 2,650.2 (66.5) 211.5 SELECTA BIOSCIEN SELB US 181.0 (7.4) 89.5 SHELL MIDSTREAM SHLX US 2,394.0 (414.0) 311.0 SINCLAIR BROAD-A SBGI US 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA GR 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA TH 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA QT 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA GZ 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBGIEUR EU 12,483.0 (1,483.0) 1,567.0 SIRIUS XM HO-BDR SRXM34 BZ 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO GR 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO TH 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN SIRI AV 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN SIRI US 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN SIRIEUR EU 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO GZ 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO QT 10,702.0 (911.0) (2,185.0) SIX FLAGS ENTERT 6FE GR 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT 6FE QT 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT 6FE TH 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT SIXEUR EU 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT SIX US 2,865.0 (532.7) (46.8) SLEEP NUMBER COR SL2 GR 780.1 (102.8) (348.2) SLEEP NUMBER COR SNBR US 780.1 (102.8) (348.2) SLEEP NUMBER COR SNBREUR EU 780.1 (102.8) (348.2) SOCIAL CAPITAL IPOC/U US 828.7 797.9 (1.2) SOCIAL CAPITAL IPOB/U US 414.7 394.7 (4.9) SOCIAL CAPITAL-A IPOC US 828.7 797.9 (1.2) SOCIAL CAPITAL-A IPOB US 414.7 394.7 (4.9) SOTERA HEALTH CO SHC US 2,580.7 (627.5) 128.4 SOTERA HEALTH CO SH5 GR 2,580.7 (627.5) 128.4 SOTERA HEALTH CO SHCEUR EU 2,580.7 (627.5) 128.4 STARBUCKS CORP SBUX* MM 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SRB GR 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SRB TH 29,374.5 (7,799.4) 459.6 STARBUCKS CORP TCXSBU AU 29,374.5 (7,799.4) 459.6 STARBUCKS CORP USSBUX KZ 29,374.5 (7,799.4) 459.6 STARBUCKS CORP 0QZH LI 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUX CI 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUX AV 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUX TE 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUXEUR EU 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUX IM 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUXUSD SW 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SRB GZ 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUX US 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUX PE 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SBUX SW 29,374.5 (7,799.4) 459.6 STARBUCKS CORP SRB QT 29,374.5 (7,799.4) 459.6 STARBUCKS-BDR SBUB34 BZ 29,374.5 (7,799.4) 459.6 STARBUCKS-CEDEAR SBUX AR 29,374.5 (7,799.4) 459.6 STARBUCKS-CEDEAR SBUXD AR 29,374.5 (7,799.4) 459.6 SUNPOWER CORP SPWR US 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 TH 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 GR 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 GZ 1,449.3 (7.1) 107.0 SUNPOWER CORP SPWREUR EU 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 QT 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 SW 1,449.3 (7.1) 107.0 TAUBMAN CENTERS TCO US 4,579.6 (298.0) - TAUBMAN CENTERS TCO2EUR EU 4,579.6 (298.0) - TAUBMAN CENTERS TU8 GR 4,579.6 (298.0) - TENNECO INC-A TEN1EUR EU 11,811.0 (43.0) 1,258.0 TENNECO INC-A TNN GZ 11,811.0 (43.0) 1,258.0 TENNECO INC-A TNN TH 11,811.0 (43.0) 1,258.0 TENNECO INC-A TNN GR 11,811.0 (43.0) 1,258.0 TENNECO INC-A TEN US 11,811.0 (43.0) 1,258.0 TRANSDIGM - BDR T1DG34 BZ 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP TDG US 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP T7D GR 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP T7D TH 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP T7D QT 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP TDGEUR EU 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP TDG* MM 18,395.0 (3,968.0) 5,344.0 TRIUMPH GROUP TGI US 2,533.4 (1,064.4) 790.5 TRIUMPH GROUP TG7 GR 2,533.4 (1,064.4) 790.5 TRIUMPH GROUP TG7 TH 2,533.4 (1,064.4) 790.5 TRIUMPH GROUP TGIEUR EU 2,533.4 (1,064.4) 790.5 TUPPERWARE BRAND TUP GR 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP US 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP TH 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP1EUR EU 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP GZ 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP QT 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP SW 1,191.4 (244.0) (655.5) UBIQUITI INC UI US 751.9 (261.9) 334.9 UBIQUITI INC 3UB GR 751.9 (261.9) 334.9 UBIQUITI INC 3UB GZ 751.9 (261.9) 334.9 UBIQUITI INC UBNTEUR EU 751.9 (261.9) 334.9 UNISYS CORP UISCHF EU 2,407.4 (200.3) 549.4 UNISYS CORP USY1 TH 2,407.4 (200.3) 549.4 UNISYS CORP USY1 GR 2,407.4 (200.3) 549.4 UNISYS CORP UIS US 2,407.4 (200.3) 549.4 UNISYS CORP UIS1 SW 2,407.4 (200.3) 549.4 UNISYS CORP UISEUR EU 2,407.4 (200.3) 549.4 UNISYS CORP USY1 QT 2,407.4 (200.3) 549.4 UNISYS CORP USY1 GZ 2,407.4 (200.3) 549.4 UNITI GROUP INC 8XC TH 4,838.0 (1,995.1) - UNITI GROUP INC 8XC GR 4,838.0 (1,995.1) - UNITI GROUP INC UNIT US 4,838.0 (1,995.1) - VALVOLINE INC 0V4 GR 3,051.0 (76.0) 994.0 VALVOLINE INC 0V4 TH 3,051.0 (76.0) 994.0 VALVOLINE INC VVVEUR EU 3,051.0 (76.0) 994.0 VALVOLINE INC 0V4 QT 3,051.0 (76.0) 994.0 VALVOLINE INC VVV US 3,051.0 (76.0) 994.0 VECTOR GROUP LTD VGR US 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR GR 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR TH 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGREUR EU 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR QT 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR GZ 1,443.0 (662.1) 360.6 VERISIGN INC VRS TH 1,764.3 (1,386.2) 228.1 VERISIGN INC VRS GR 1,764.3 (1,386.2) 228.1 VERISIGN INC VRSN US 1,764.3 (1,386.2) 228.1 VERISIGN INC VRSN* MM 1,764.3 (1,386.2) 228.1 VERISIGN INC VRS GZ 1,764.3 (1,386.2) 228.1 VERISIGN INC VRSNEUR EU 1,764.3 (1,386.2) 228.1 VERISIGN INC VRS QT 1,764.3 (1,386.2) 228.1 VERISIGN INC-BDR VRSN34 BZ 1,764.3 (1,386.2) 228.1 VERISIGN-CEDEAR VRSN AR 1,764.3 (1,386.2) 228.1 VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1 VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1 VERY GOOD FOOD C VERY CN 15.8 9.1 8.1 VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1 VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1 VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1 VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1 VITASPRING BIOME VSBC US 0.0 (0.1) (0.1) VIVINT SMART HOM VVNT US 2,924.7 (1,437.3) (300.3) WARNER MUSIC-A WMG US 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WA4 GZ 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WA4 GR 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WMGEUR EU 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WMG AV 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WA4 TH 6,410.0 (45.0) (1,042.0) WARNER MUSIC-BDR W1MG34 BZ 6,410.0 (45.0) (1,042.0) WATERS CORP WAT US 2,679.3 (41.6) 569.5 WATERS CORP WAZ GR 2,679.3 (41.6) 569.5 WATERS CORP WAZ TH 2,679.3 (41.6) 569.5 WATERS CORP WAT* MM 2,679.3 (41.6) 569.5 WATERS CORP WATEUR EU 2,679.3 (41.6) 569.5 WATERS CORP WAZ QT 2,679.3 (41.6) 569.5 WATERS CORP-BDR WATC34 BZ 2,679.3 (41.6) 569.5 WAYFAIR INC- A W US 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A W* MM 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF GZ 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF QT 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF GR 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF TH 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A WEUR EU 4,558.4 (1,459.6) 826.1 WIDEOPENWEST INC WOW US 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WU5 GR 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WU5 TH 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WU5 QT 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WOW1EUR EU 2,499.3 (222.5) (100.6) WINGSTOP INC WING1EUR EU 219.7 (183.5) 24.9 WINGSTOP INC WING US 219.7 (183.5) 24.9 WINGSTOP INC EWG GR 219.7 (183.5) 24.9 WINGSTOP INC EWG GZ 219.7 (183.5) 24.9 WINMARK CORP WINA US 35.8 (8.8) 10.4 WINMARK CORP GBZ GR 35.8 (8.8) 10.4 WORKHORSE GROUP 1WO TH 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO GZ 120.4 (12.2) (32.4) WORKHORSE GROUP WKHSEUR EU 120.4 (12.2) (32.4) WORKHORSE GROUP WKHS US 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO GR 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO QT 120.4 (12.2) (32.4) WW INTERNATIONAL WW US 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 GR 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 TH 1,503.0 (581.2) (42.9) WW INTERNATIONAL WTW AV 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 GZ 1,503.0 (581.2) (42.9) WW INTERNATIONAL WTWEUR EU 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 QT 1,503.0 (581.2) (42.9) WYNDHAM DESTINAT WYND US 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WD5 GR 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WD5 TH 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WD5 QT 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WYNEUR EU 7,822.0 (993.0) 1,562.0 WYNN RESORTS LTD WYNN* MM 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYNN US 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR GR 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR TH 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR GZ 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYNNEUR EU 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYNN SW 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR QT 13,967.1 (546.6) 2,180.8 WYNN RESORTS-BDR W1YN34 BZ 13,967.1 (546.6) 2,180.8 YRC WORLDWIDE IN YEL1 GR 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YRCW US 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YEL1 TH 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YEL1 QT 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YRCWEUR EU 2,108.3 (323.1) 321.6 YUM! BRANDS -BDR YUMR34 BZ 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR TH 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR GR 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM AV 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR TE 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUMUSD SW 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR GZ 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM US 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUMEUR EU 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR QT 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM SW 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM* MM 6,061.0 (7,919.0) 477.0 ********* 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 ***