/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201210.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, December 10, 2020, Vol. 24, No. 344 Headlines 1369 LONDONDERRY: Case Summary & 18 Unsecured Creditors 1834 WILDWOOD: Seeks Approval to Hire Hubble Law Firm as Counsel 232 SEIGEL: Joint Plan Says Creditors to Be Paid From Sale Proceeds 2999TC LP: Creditors to Get Full Payment from Refinancing 2999TC LP: Jan. 6, 2021 Disclosure Statement Hearing Set 3G VENTURE II: Files for Chapter 11 Bankruptcy 3G VENTURE: Case Summary & 2 Unsecured Creditors 5019 PARTNERS: Disclosures Hearing Delayed to Dec. 17 58 BRUCE AVENUE: Seeks to Hire M. Cabrera & Associates as Counsel 929485 FLORIDA: Court Confirms Liquidating Plan A & J CONSTRUCTION: Seeks to Tap Scott MacDonald as Broker ADVANCED DISPOSAL: Moody's Withdraws B1 CFR Over WMI Deal AE BICYCLE: Hires Viking Advocates as Service Provider AFRAYED END: Gets Approval to Hire M&A Business Advisors as Broker ALDRICH PUMP: Asbestos Claimants Taps Ankura as Claims Consultant AMISH FARMERS: Court Confirms Reorganization Plan ASCENA RETAIL: Court Okays Ch. 11 Sale of Ann Taylor, Lane Bryant ASHBURY HOLDINGS: Seeks to Hire Ten-X as Auctioneer ASTRIA HEALTH: Debtors, Lapis Further Fine-Tune Plan ASTRIA HEALTH: Dec. 18 Plan Confirmation Hearing Set ASTRIA HEALTH: SBA Opposes Its Bankruptcy Plan Over PPP Loan ASVEN INTERNATIONAL: U.S. Trustee Unable to Appoint Committee ATLANTIC STREET: Voluntary Chapter 11 Case Summary AUSTIN HOLDCO: Moody's Assigns B3 CFR, Outlook Stable AUTO MASTER: Plan of Reorganization Confirmed by Judge AUXILIUS HEAVY: Sale of Accounts Receivable to Kachina Approved AXIA REALTY: Seeks to Hire Tarter Krinsky as Attorney B2T2 FAMILY: Seeks to Hire Ross & Smith as Legal Counsel BARFLY VENTURES: Trustee or Conversion Sought by UST BIZ AS USUAL: To Repay Stimulus Loan on Its Terms BLACKJEWEL LLC: Suit vs Lexington Stays in Bankruptcy Court BLESSINGS INC: Hires Lang & Klain as Special Counsel BOY SCOUTS: Committee Seeks to Hire CBRE as Real Estate Appraiser CALPINE CORP: Fitch Assigns BB+ Rating to $1B 1st Lien Term Loan CAMP RIM ROCK: Case Summary & 20 Largest Unsecured Creditors CBAV1 LLC: Seeks to Tap Field Law as Intellectual Property Counsel CENTURY ALUMINUM: Signs Preliminary Agreement with Santee Cooper CHESAPEAKE ENERGY: Weiner, Weiss Updates on Powers Claimants COLLINS MOTOR: Seeks Court Approval to Hire Bankruptcy Attorney COMMUNITY HEALTH: Agrees to Exchange $700M Notes for Cash and Stock COVIA HOLDINGS: Court Extends Exclusivity Periods Thru Jan. 25 CRED INC: U.S. Trustee Appoints Creditors' Committee CTI BIOPHARMA: Registers $200 Million Worth of Securities DELTA AIRLINES: Retired Pilots Lose Appeal Against PBGC DIAMOND HOLDING: Case Summary & 4 Unsecured Creditors DIOCESE OF ROCKVILLE: Committee Taps Conte as Expert Consultant DIOCESE OF ROCKVILLE: Committee Taps Kinsella as Expert Consultant DIOCESE OF SANTA FE: Victims Seeking to Axe Diocese, Says Lawyer DISCOVERY DAY: Court Conditionally Approves Disclosure Statement DOS POTRILLOS: Case Summary & Unsecured Creditor EBONY MEDIA: Old Execs' Ouster Not 'Nefarious," Says New Board ED'S BEANS: Seeks to Hire Hill Barth as Accountant FALL LINE: Subchapter V Plan Confirmed FASTTRACK FOODS: Seeks to Hire Christopher Pyle CPA as Accountant FDZ HOMES: Case Summary & 9 Unsecured Creditors FIRST FLORIDA: Gets OK to Hire Shawn Harrison as Special Counsel FRANCESCA'S HOLDINGS: Can Get $15 Million of New DIP Loan GARRISON SHORTSTOP: Case Summary & 16 Unsecured Creditors GREENPOINT TACTICAL: Committee Taps Corporate Governance Consultant GUITAR CENTER: Seeks Approval to Hire Milbank LLP as Counsel GUITAR CENTER: Seeks to Hire Houlihan Lokey as Investment Banker GUITAR CENTER: Seeks to Tap Berkeley Research as Financial Advisor GUITAR CENTER: Seeks to Tap Hunton Andrews as Bankruptcy Counsel GUITAR CENTER: Taps A&G Realty Partners as Real Estate Consultant GUITAR CENTER: Taps KPMG to Provide Audit and Tax Services GULF STATES: Ally Claims Based on Retail Contract Treated Unsecured HERTZ CORP: Seeks to Expand Scope of Ernst & Young's Services HI-CRUSH INC: CEO & Founder Departs as Company Exits Chapter 11 HIGHLAND CAPITAL: Sues Former CEO for 'Threats' During Bankruptcy IDAVM GROUP: Has Until Jan. 31, 2021 to File Plan & Disclosures IMPERIAL PREMIUM: U.S. Trustee Unable to Appoint Committee INTELSAT SA: Seeks Court Nod to Pay Execs Bonuses During Bankruptcy ITRON INC: Moody's Downgrades CFR to B1, Outlook Stable J GROUP: U.S. Trustee Unable to Appoint Committee JAX AVALON: Voluntary Chapter 11 Case Summary JODY WADE: Seeks Court Approval to Hire Bankruptcy Attorney JOSEPH WILCZAK: Signatures on Loan Documents Valid, 9th Cir. Says KB US HOLDINGS: Kings Locations to Close Absent Buyer L.G. STECK: Hires Gunster Yoakley as Special Counsel L.G. STECK: Hires Possinger Law as Special Counsel LANDSOURCE COMMUNITIES: Suit v Lennar Bound By Confirmation Order LAS VEGAS MONORAIL: January 19, 2021 Plan & Disclosure Hearing Set LEVEL SOLAR: Files Complaint Against Salesforce for Axing Account LIMERICK DINING: Seeks Court Approval to Hire Bankruptcy Attorney LIMERICK REALTY: Seeks Approval to Hire Bankruptcy Counsel LOMA LINDA UNIVERSITY: Fitch Affirms BB IDR, Outlook Stable LUSIGNAN SECURITY: Seeks to Hire Ehrhard & Associates as Counsel MAD MEN MARKETING: Reorganization Plan Confirmed by Judge MANIRRAH LLC: Unsecureds Will Receive 100% Dividend in Plan MERIDIANLINK INC: Fitch Affirms B LT IDR Over TCI Acquisition MIRAGE DENTAL: Live Oak Delays Plan Hearing to Dec. 22 MOUTHPEACE DENTAL: Seeks to Tap Rountree Leitman & Klein as Counsel NORTHEAST GAS: Plan Hearing Adjourned to Dec. 15 ODYSSEY ENGINES: Court Extends Plan Exclusivity Thru January 12 ORANGE CAPITAL: Seeks to Hire Ehrhard & Associates as Counsel ORBCOMM INC: Moody's Withdraws B2 CFR Due to Debt Redemption ORLAND LTD: Case Summary & 5 Unsecured Creditors PARAMOUNT INVESTING: Plan Filing Deadline Extended to Dec. 23 PERFORMANCE PREMISES: Hires Crossmore Law as Attorney PRIMO FARMS: W. Dahl Appointed as Subchapter V Trustee PROFESSIONAL HOSPITALITY: Wins Dec. 31 Plan Exclusivity Extension RACQUETBALL INVESTMENT: Seeks to Tap Stubblebine as Business Broker RIVERBED TECHNOLOGY: Moody's Downgrades CFR to Caa1, Outlook Neg. RUBIO'S RESTAURANTS INC: DOJ Objects to Its Executive Bonus Plan SAEXPLORATION HOLDINGS: Hires Sidley Austin as Litigation Counsel SDI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors SEP-PRO SYSTEMS: Case Summary & 20 Largest Unsecured Creditors SHILO INN: Hires Stoel Rives as Local Counsel SHILO INN: Hires Stoel Rives as Local Counsel SHOPPINGTOWN MALL NY: Wins Dec. 31 Exclusivity Extension SMARTOURS LLC: Committee Seeks to Tap Province as Financial Advisor SP PF BUYER: Moody's Upgrades CFR to Caa1, Outlook Stable STUDIO MOVIE: Taps Blackbox Management as Management Consultant SUNDER HOLDINGS: Dec. 16 Disclosure Statement Hearing Set SUNDER HOLDINGS: U.S. Trustee Objects to Disclosure Statement SUNDER HOLDINGS: Unsecureds to Recover Up to 100% in Plan SUNNY HILLS: Unsecured Claims Unimpaired Under Plan SUPERIOR ENERGY: Jan.19, 2021 Plan & Disclosures Hearing Set SUPERIOR ENERGY: Wins Court Approval to Operate in Bankruptcy TARGET DRILLING: Seeks to Tap Bernard A. Deverson as Accountant TCN LIBERTY: Deutsche Bank Objects to Plan in Its Entirety TCN LIBERTY: Unsecured Claims Unimpaired Under Plan THOMAS DEE ENGINEERING: Litigation Settlement to Fund Plan Payments TUESDAY MORNING: Accuses Investment Funds of Undermining Plan TUESDAY MORNING: Investment Funds Sanctioned for False Statements U STOP PUMP: Seeks Approval to Hire Gerry & Kulm Ask as Attorneys W.P. MURPHY: Sale Proceeds Won't Pay Unsecureds in Full WAVE COMPUTING: PFIL Steps Down as Committee Member WESTERN ROBIDOUX: Hires Horn Aylward & Bandy as Special Counsel WING SPIRIT: Seeks Approval to Tap Choi & Ito as Local Counsel WOMEN'S HEALTHCARE: Moody's Assigns B3 CFR, Outlook Stable WORLD CLASS PROPERTY: Owner Files Suit to Reverse Foreclosure Sale YOUFIT HEALTH: Hires Red Banyan as Public Relations Consultant YOUFIT HEALTH: Seeks to Hire Donlin Recano as Administrative Agent YOUFIT HEALTH: Seeks to Hire Hilco Real Estate as Consultant YOUFIT HEALTH: Seeks to Hire Phoenix Executive, Appoints CRO YOUFIT HEALTH: Taps FocalPoint Securities as Investment Banker YOURELO YOUR: Court Extends Plan Exclusivity Until April 2020 YRC WORLDWIDE: Provides Quarter-To-Date Operating Data for Q4 2020 ZAXBY'S OPERATING: Moody's Assigns B3 CFR, Outlook Stable [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1369 LONDONDERRY: Case Summary & 18 Unsecured Creditors ------------------------------------------------------- Debtor: 1369 Londonderry Estate, LLC 8981 W. Sunset Blvd., Suite 303 West Hollywood, CA 90069 Business Description: 1369 Londonderry Estate, LLC is engaged in activities related to real estate. The Company is the owner of fee simple title to a property located at 1369 Londonderry Place, Los Angeles, California having a comparable sales value of $30 million. Chapter 11 Petition Date: December 9, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-20801 Judge: Hon. Sheri Bluebond Debtor's Counsel: Todd Turoci, Esq. THE TUROCI FIRM 3845 Tenth Street Riverside, CA 92501 Tel: (888) 332-8362 Fax: (866) 762-0618 Email: mail@theturocifirm.com Total Assets: $30,000,000 Total Liabilities: $59,244,349 The petition was signed by Nile Niami o/b/o Park City Family Settlement, settlor. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VCOK3EA/1369_Londonderry_Estate_LLC__cacbke-20-20801__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 18 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. AIG Private Client Group Insurance $7,950 PO Box 601148 Pasadena, CA 91189-1148 Tel: 1.888.978.5371 2. Blanca Tile $24,560 9425 Olympic Blvd. Pico Rivera, CA 90660 Tel: 1.323.707.7563 3. Centurion LV $40,942 607 E. Brisa Drive Phoenix, AZ 85085 Tel: 1.480.993.5362 4. Davidson Accountancy $3,945 14011 Ventura Blvd. Suite 302 Sherman Oaks, CA 91423-5226 Tel: 818.907.7908 5. Franchise Tax Taxes Owed $1,600 Board Bankruptcy Section, MS: A-340 P.O. Box 2952 Sacramento, CA 95812-2952 6. GB Developing $55,000 2328 Durfee Ave, Suite G Calabasas, CA 91372 Tel: 1.626.448.2806 7. Italian Luxury Group $52,494 4 NE 39th Street Miami, FL 33137 Tel: 1.786.888.2290 8. Jensen Construction $18,057 3278 Mataro Street, Suite 1 Pasadena, CA 91107 Tel: 1.818.468.6480 9. JMS $9,785 7640 Burnet Ave. Van Nuys, CA 91405 Tel: 1.818.501.6750 10. LADWP Utility Services $94,211 PO Box 30808 Los Angeles, CA 90030-0808 Tel: 1.800.342.5397 11. Powertek Electric Inc. $11,940 28364 S. Western Avenue, #414 Rancho Palos Verdes, CA 90275 Tel: 1.310.714.5730 12. Snyder Diamond $187,430 1399 Olympic Blvd. Santa Monica, CA 90404 Tel: 1.310.450.1000 13. Southern California Gas Utility Services $23,119 PO Box C Monterey Park, CA91756 Tel: 1.800.427.2200 14. State Board of $29,940 Equalization Special Operations Bankruptcy Team MIC: 74 P.O. Box 942879 Sacramento, CA 94279-0074 15. U.S. Small Business Paycheck $20,000 Administration Protection Attn: So Cal Legal Program Loan Unit 330 North Brand Boulevard, Suite 12 Glendale, CA 91203-2304 16. West Valley Green $28,500 14761 Tupper Street Panorama City, CA 91402 Tel: 1.818.894.5434 17. Yogi Securities Cross-Collaterized $28,634,874 Holding, LLC among 5 houses 1369 Attn: Joseph Englanoff Londonderry Place, 9701 West Pico Los Angeles, California Boulevard, Suite 201 Los Angeles, CA90035 18. Yogi Securities Cross-Collaterized Unknown Holding, LLC among 5 houses Attn. Joseph Englanoff 1369 Londonderry 9701 West Pico Boulevard, Place, Los Angeles Suite 201 California Los Angeles, CA 90035 1834 WILDWOOD: Seeks Approval to Hire Hubble Law Firm as Counsel ---------------------------------------------------------------- 1834 Wildwood Home Investment, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Hubble Law Firm, PLLC as counsel. The Debtor desires to hire Hubble Law Firm to represent the Debtor in a variety of legal matters regarding the assets and liabilities of the estate. Hubble Law Firm has been paid a retainer of $2,500. The hourly rates of the firm's professionals are: G. Craig Hubble $275 Paralegals and Legal Assistants $40 The Debtor has agreed to reimburse the firm for all reasonable out-of-pocket expenses incurred in connection with this representation. G. Craig Hubble, the sole member of the Hubble Law Firm, PLLC, disclosed in court filings that the firm represents no interest adverse to the Debtor's estate and is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: G. Craig Hubble, Esq. HUBBLE LAW FIRM, PLLC 1521 N. Cooper Street, Suite 750 Arlington, TX 76011 Telephone: (817) 265-7771 Facsimile: (817) 861-9008 E-mail: gcraighubble@gmail.com About 1834 Wildwood Home Investment 1834 Wildwood Home Investment, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32786) on November 2, 2020. The petition was signed by Yanira Gonzalez, managing member. At the time of the filing, Debtor had estimated assets of between $100,001 and $500,000 and liabilities of the same range. Hubble Law Firm, PLLC, led by G. Craig Hubble, Esq., serves as the Debtor's counsel. 232 SEIGEL: Joint Plan Says Creditors to Be Paid From Sale Proceeds ------------------------------------------------------------------- Debtors 232 Seigel Acquisition LLC and 232 Seigel Development LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a new Joint Plan of Reorganization and a Joint Disclosure Statement describing on December 3, 2020. A hearing on the Disclosure Statement is scheduled for Jan. 8, 2021, at 10:00 a.m. The Plan proposes to sell the real property at 232 Seigel Street, Brooklyn, New York (the "Property") under the Contract of Sale subject to higher and better offers, with the Sale Proceeds to be distributed to creditors in their order of priority. The net Sale Proceeds after payment of creditor claims will be disbursed to 232 Development, as Acquisition's sole shareholder. Those net Sale Proceeds will be distributed to Development's creditors, and then to its sole member. Acquisition Class 5 consists of General Unsecured Claims against Acquisition. Acquisition estimates asserted Claims totaling $4,510,233. Payment on the Effective Date of available Cash from the Property Sale Proceeds up to the Allowed Amount of each Class 4 Claim plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment after payment of Acquisition Administrative Claims, Acquisition unclassified Priority Tax Claims, and Acquisition Class 1, 2 3 and 4 Claims. Acquisition Class 6 consists of Development, Acquisition's sole Interest Holder. Payment on Effective Date of available Cash from the Property Sale Proceeds after payment of Acquisition Administrative Claims, Acquisition unclassified Priority tax Claims, and Acquisition Class 1, 2, 3, 4 and 5 Claims. Development Class 3 consists of General Unsecured Claims against Development. Development estimates asserted Claims totaling $6,397,0104,510,233. Payment on Effective Date of available Cash from the distribution to Acquisition Class 6, after payment of Development Administrative Claims, Development unclassified Priority tax Claims and Development Class 1 and 2 Claims, up to the Allowed Amount of each Class 3 Claim plus interest at the Legal Rate as it accrues from the Petition Date through the date of payment. Development Class 4 consists of Interests Holders and shall be paid on Effective Date of available Cash after payment of all Acquisition and Development Claims. Payments under the Plan will be made from the Sale Proceeds of Acquisition's Property and the liquidation of the Debtors' remaining Assets. The Property shall be sold to the Purchaser, free and clear of any and all liens, claims, encumbrances, interests, bills, or charges whatsoever, other than the usual and customary utility easements, if any, appearing as of record or as preserved in the Plan, with any such Liens, Claims, and encumbrances to attach to the Property Sale Proceeds, and disbursed in accordance with the provisions of the Plan. The Mortgagee shall be obligated to assign of its mortgage to Purchaser's mortgagee, if any, in connection with the sale of the Property under the Plan. Marketing will commence in either March or April 2021 following the expiration of the closing deadline on the Sale Contract. The Debtors intend to retain David Behin, the Executive Managing Director of Newmark Knight Frank as broker. A full-text copy of the Joint Disclosure Statement dated December 3, 2020, is available at https://tinyurl.com/yxlv66l3 from PacerMonitor.com at no charge. Attorneys for Debtors: BACKENROTH FRANKEL & KRINSKY, LLP Mark Frankel 800 Third Avenue New York, New York 10022 Tel: (212) 593-1100 About 232 Seigel Acquisition 232 Seigel Acquisition classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 232 Seigel Acquisition is the owner of fee simple title to certain real property in Brooklyn, New York, having a comparable sale value of $18 million. 232 Seigel Development LLC and 232 Seigel Acquisition LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-22844 to 20-22845) on July 14, 2020. 232 Seigel Acquisition disclosed total assets of $18,000,000 and total liabilities of $7,112,316. The Hon. Robert D. Drain is the case judge. The Debtors tapped Mark Frankel, Esq., at BACKENROTH FRANKEL & KRINSKY, LLP, as counsel. 2999TC LP: Creditors to Get Full Payment from Refinancing --------------------------------------------------------- Debtor 2999TC LP, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, a Disclosure Statement for Plan of Reorganization on December 1, 2020. Class 2 shall consist of the Allowed Claims of each member of the Hodges Group. Based on representations to the court by the Hodges Group that it is no longer seeking a judgment against the Debtor in the Lawsuit, the Hodges Group's voluntary dismissal of the Debtor from the Lawsuit, and the Debtor's dispute of the validity of any Class 2 Claims, the Debtor believes that no Class 2 Claims exist. As a result, Class 2 Claims shall receive no payment or distributions under the Plan. This Class is Impaired and is deemed to have rejected the Plan. Class 3 shall consist of Allowed Unsecured Claims other than the Claims in Classes 2 and 4. Class 3 Claims shall be paid in full, with interest, on the first (1st) day of the sixth (6th) month following the Effective Date. Interest at the rate of 2% per annum shall begin to accrue on the Effective Date. This Class is Impaired and any holder of a Claim in this Class is entitled to vote to accept or reject the Plan. All Equity Interests in the Debtor shall be retained. The Debtor owns a membership interest and a $4,000,000.00 capital account in 2999TC JMJ MGR, LLC, which is part of a group of entities collectively owning a 2.5-acre tract of real property located at 2999 Turtle Creek Boulevard in Dallas, Texas (the "Property"), to be developed into a luxury hotel and condominiums. The Debtor will fund the Plan from the proceeds of a redemption of its capital account by 2999TC JMJ MGR, LLC. This redemption will occur approximately six months after the Effective Date of the Plan through a refinance of the Property and recapitalization of all entities holding direct or indirect interests in the Property, including 2999TC JMJ MGR, LLC. The Plan will pay all Allowed Claimants 100% of their Claims, with interest. A full-text copy of the disclosure statement dated December 1, 2020, is available at https://tinyurl.com/y3fslmcj from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer Joyce W. Lindauer Attorney, PLLC 1412 Main St., Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 E-mail: joyce@joycelindauer.com paul@joycelindauer.com About 2999TC LP LLC 2999TC LP, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43204) on Oct. 16, 2020. 2999TC President Tim Barton signed the petition. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer Attorney PLLC serves as the Debtor's counsel. 2999TC LP: Jan. 6, 2021 Disclosure Statement Hearing Set -------------------------------------------------------- Debtor 2999TC LP, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, a Disclosure Statement and a Plan. On December 3, 2020, the Court ordered that: * Jan. 6, 2021 at 11:00 a.m. at the courtroom of the Honorable Mark X. Mullin, United States Bankruptcy Court, 501 W. 10th Street, Fort Worth, Texas 76102 is the hearing to consider the approval of the disclosure statement. * Dec. 30, 2020 is fixed as the last day for filing and serving written objections to the disclosure statement. A full-text copy of the order dated December 3, 2020, is available at https://tinyurl.com/y4qsjyzo from PacerMonitor.com at no charge. About 2999TC LP LLC 2999TC LP, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43204) on Oct. 16, 2020. 2999TC President Tim Barton signed the petition. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer Attorney PLLC serves as the Debtor's counsel. 3G VENTURE II: Files for Chapter 11 Bankruptcy ---------------------------------------------- Wayne Heilman of the Gazette reports that a California company that bought part of the former Intel semiconductor manufacturing plant on Garden of the Gods Road Tuesday, December 8, 2020, sought protection from its creditors under Chapter 11 of the Bankruptcy Code. 3G Venture II faced foreclosure later in December 2020 of a $6.5 million loan on four buildings it bought in 2018 for a Bitcoin mining operation. The El Paso County Public Trustee's Office was scheduled to auction the four buildings Dec. 16, 2020 if 3G failed to make the delinquent payments. A bankruptcy filing halts the foreclosure process. 3G listed $30 million in assets, virtually all of it equipment used in its Bitcoin mining operation in the complex, and $7.79 million in debts, nearly all of it owed to a partnership controlled by Los Angeles-area real estate investment firm Industrial Realty Group (IRG). IRG sold four buildings in the Intel complex to 3G Ventures in 2018 for $13 million, taking a promissory note from 3G for $7.63 million. John Chen of suburban Los Angeles, who owns 3G, didn't respond to questions emailed to his Denver bankruptcy attorney. 3G has been using three of the four buildings on the site for Bitcoin mining, which involves using powerful computers equipped with special software to solve exceedingly difficult math problems. Those who solve the problems — known as miners — receive Bitcoins for their work. Bitcoin miners require vast amounts of electricity, which prompted 3G to buy about half of the former Intel complex. The mining operation generated noise complaints to the city of Colorado Springs from neighbors, apparently from fans used to cool the computing equipment, but the sound level didn't violate city standards. 3G said its equipment includes fans, wires, bitcoin mining servers, power supply units, power distribution units, and tools, and has an appraised value of $19.6 million. However, the company said the gear is worth between $30 million and $60 million, based on "recent offers" that it did not identify. Besides the note owed to IRG, 3G also said it owed nearly $160,000 in property taxes to El Paso County. 3G also disclosed it paid IRG $150,000 in September as a "loan extension fee." Under Chapter 11, the debtor business continues to operate while it comes up with a plan to repay creditors. About 3G Venture II 3G Venture II is a California bitcoin mining company. 3G Venture II sought Chapter 11 protection (Bankr. D. Colo. Case No. 20-17804) on Dec. 8, 2020, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor's counsel: Katharine S. Sender Katharine Sender Esq Tel: (303) 933-4529 E-mail: ksender@cohenlawyers.com 3G VENTURE: Case Summary & 2 Unsecured Creditors ------------------------------------------------ Debtor: 3G Venture II LLC 28954 Crestridge Road Rancho Palos Verdes, CA 90275 Business Description: 3G Venture II LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 8, 2020 Court: United States Bankruptcy Court District of Colorado Case No.: 20-17804 Debtor's Counsel: Robertson B. Cohen, Esq. COHEN & COHEN, P.C. 1720 S Bellaire St Ste 205 Denver, CO 80222 Tel: 303-933-4529 - and - SCHLUETER, MAHONEY & ROSS, P.C. Total Assets: $30,000,166 Total Liabilities: $7,793,924 The petition was signed by John Chen, manager. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C6R4OQA/3G_Venture_II_LLC__cobke-20-17804__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. El Paso County Treasurer Unpaid Taxes $137,534 1675 Garden of the for Lot 4 Gods Rd., Ste 2100 Colorado Springs, CO 80907 2. El Paso County Treasurer Unpaid Taxes $22,135 1675 Garden of the for Lot 5 Gods Rd., Ste 2100 Colorado Springs, CO 80907 5019 PARTNERS: Disclosures Hearing Delayed to Dec. 17 ----------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, in October entered an order within which the hearing on the adequacy of debtor 5019 Partners, LLC's First Amended Disclosure Statement Describing Chapter 11 Plan of Reorganization will be held on December 10, 2020 at 1:00 p.m. According to a Dec. 8 notice, the Court has continued the hearing originally set for Dec. 10, 2020, at 1:00 pm, to December 17, 2020, at 1:30 pm, in Courtroom 301 of the above-entitled Court located at 21041 Burbank Blvd., in Woodland Hills 91367, to determine the adequacy of the First Amended Disclosure Statement. Order to Show Cause At the Dec. 17 hearing, the Court will also hear on its order to show cause why this case should not be dismissed or converted to one under Chapter 7 of the Bankruptcy Code. Prior to filing its pending chapter 11 case, the Debtor had filed a voluntary chapter 11 petition, initiating Case No. 1:08-bk-13370-GM (the "First Case"), on May 22, 2008. During the First Case, in January 2010, Dana M. Douglas became the Debtor's general bankruptcy counsel. The First Case and the Pending Case involve the same equity holders of Debtor and the same bankruptcy counsel The Court having reviewed Debtor's chapter 11 petitions, schedules and Statement of Financial Affairs in the First Case and the Pending Case, and the Court having previously determined that Debtor's case in the First Case was part of Debtor's scheme to delay, hinder and defraud creditors, and given the similarities between the First Case and the Pending Case, that Debtor must appear at a hearing in this case on Dec. 17, 2020 at 1:30 p.m. to show cause and explain why the Court should not, pursuant to 11 U.S.C. Sec. 105(a) and 1112(b)(1), based on the Debtor's lack of good faith, dismiss or convert this case to one under chapter 7. The order to show cause was entered Nov. 25. Attorney for the Debtor: Dana M. Douglas Attorney at Law 11024 Balboa Blvd., No.431 Granada Hills, CA 91344 MAILING ADDRESS: 4712 Admiralty Way #1001 Marina del Rey, CA 90292 Tel: 818-360-8295 E-mail: dana@danamdouglaslaw.com About 5019 Partners 5019 Partners, LLC, is a privately held company engaged in activities related to real estate. 5019 Partners owns a single family residential rental property in Encino, CA, having a current value of $700,000, based on actual condition of the property. The Company previously sought bankruptcy protection on May 22, 2008 (Bankr. C.D. Cal. Case No. 08-13370). 5019 Partners, LLC, based in Encino, CA, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-10320) on Feb. 11, 2020. In the petition signed by Tyler Murphy, managing member, the Debtor disclosed $700,900 in assets and $1,035,236 in liabilities. The Hon. Martin R. Barash is the presiding judge. Dana M. Douglas, Esq., serves as bankruptcy counsel to the Debtor. 58 BRUCE AVENUE: Seeks to Hire M. Cabrera & Associates as Counsel ----------------------------------------------------------------- Debtors 58 Bruce Avenue Corp. and 143 School Street Realty Corp. seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ M. Cabrera & Associates, P.C. as counsel. The firm will render these legal services: (a) advise the Debtors with respect to their powers duties as debtors-in-possession and in the continued management and operation of their business, property, and affairs. (b) negotiate with creditors of the Debtors; work out a plan of reorganization; and take the necessary legal steps in order to effectuate such a plan. (c) prepare any necessary answers, orders, reports, or other legal papers required for the Debtors to seek protection from their creditors under Chapter 11 of the Bankruptcy Code. (d) appear before the Bankruptcy Court to protect the interest of the Debtors and to represent the Debtors in all matters pending before the Court. (e) attend meetings and negotiate with representatives of creditors and other parties-in-interest. (f) advise and consult with the Debtors regarding the conduct of these Chapter 11 cases; (g) take all necessary actions to protect and preserve the Debtors' estate(s). (h) represent and advise the Debtors in connection with obtaining post-petition financing. (i) advise the Debtors with any potential sale of assets. (j) take any action necessary, on behalf of the Debtors, to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a plan of reorganization. (k) perform all other legal services for the Debtors that may be necessary in prosecuting these Chapter 11 cases. The firm's attorneys and professionals will be paid at these hourly rates: Matthew M. Cabrera $450 Joseph Reilly $425 Associates $350 Paraprofessionals $125 The Debtors will also pay $150 per hour for travel expenses. The firm received pre-petition advanced fee payments from the Debtors in the amount of $9717 in conjunction with the filing of these Chapter 11 cases. Matthew M. Cabrera, a managing partner at M. Cabrera & Associates, P.C., disclosed in court filings that the firm does not hold or represent any interest adverse to the Debtors' estates and it is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew M. Cabrera, Esq. M. CABRERA & ASSOCIATES, P.C. One Executive Blvd., Suite 201 Suffern, NY 10901 Telephone: (845) 531-5474 Facsimile: (845) 230-6645 E-mail: mcabrera@mcablaw.com About 58 Bruce Avenue Corp. 58 Bruce Avenue Corp. classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). 58 Bruce Avenue Corp. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-23033) on September 10, 2020. The petition was signed by Steve Edlund, president. The case is jointly administered with the Chapter 11 case filed by 143 School Street Realty Corp. (Bankr. S.D.N.Y. Case No. 20-23034). At the time of the filing, 58 Bruce Avenue estimated to have $1 million to $10 million in both assets and liabilities. M. Cabrera & Associates, P.C., led by Matthew M. Cabrera, Esq., serves as the Debtor's counsel. 929485 FLORIDA: Court Confirms Liquidating Plan ----------------------------------------------- Judge Caryl E. Delano has confirmed 929485 Florida, Inc.'s Amended Plan of Liquidation. The Court entered an order that the Disclosure Statement of 929485 Florida, Inc., complies with 11 U.S.C. Sec. 1125 and is, therefore, finally APPROVED as containing adequate information within the meaning of that section of the Bankruptcy Code. The Plan, as modified herein, is CONFIRMED pursuant to 11 U.S.C. Sec. 1129 (a) and (b). The Sunset Waypoint, LLC's Objection to Confirmation of Amended Plan of Liquidation (Doc. No. 136) is OVERRULED. The Debtor's Verified Motion for Leave to File Objection to Claim No. 5-1 filed by Sunset Waypoint, LLC (Doc. No. 119) is GRANTED. The Debtor's Ore Tenus Motion to Modify Plan is GRANTED. The Plan is modified to (1) classify the Class 2 claim of Stearns Bank as an impaired class under 11 U.S.C. Sec. 1123(b)(1); and (2) to delete Sections 11.1 and 11.3 of the Plan in their entirety. A post-confirmation hearing is scheduled for Dec. 15, 2020. A full-text copy of the Amended Disclosure Statement dated August 26, 2020, is available at https://tinyurl.com/y3u8rkox from PacerMonitor.com at no charge. About 929485 Florida 929485 Florida, Inc., classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 929485 Florida sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-09424) on Oct. 3, 2019. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Caryl E. Delano oversees the case. Debtor is represented by Edmund S. Whitson, III, Esq., at Adams and Reese, LLP. A & J CONSTRUCTION: Seeks to Tap Scott MacDonald as Broker ---------------------------------------------------------- A & J Construction Management, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Arkansas to employ Scott MacDonald Aircraft Sales, Inc. as broker. The Debtor desires to hire the broker to assist in marketing and arranging the sale of the Debtor's personal property, a 1981 Cessna 425 Corsair aircraft, located at 802 Airport Avenue, Springdale, Arizona. The broker will be compensated by a 6 percent commission on the gross sale price of the aircraft. Scott A. MacDonald, a broker of Scott MacDonald Aircraft Sales, Inc., disclosed in court filings that he and the firm do not represent or hold any interest adverse to the Debtor; or have any other connection with the Debtor, any creditors or other parties-in-interest, their respective attorneys and accountants. The firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code. The broker can be reached at: Scott A. MacDonald SCOTT MACDONALD AIRCRAFT SALES, INC. 2240 Witham Field Dr., Suite 110 Stuart, FL 34996 Telephone: (772) 781-5900 About A & J Construction Management A & J Construction Management, LLC is a privately held company in industrial building construction industry. It is based in Springdale, Ark. A & J Construction sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 20-71501) on June 29, 2020. The petition was signed by Jeffrey Mann, Debtor's managing member. At the time of the filing, the Debtor disclosed total assets of $2,785,493 and total liabilities of $1,700,539. The Nixon Law Firm is the Debtor's legal counsel. ADVANCED DISPOSAL: Moody's Withdraws B1 CFR Over WMI Deal --------------------------------------------------------- Moody's Investors Service has withdrawn all debt ratings of Advanced Disposal Services, Inc. after the company was acquired by Waste Management, Inc., the largest provider of comprehensive waste management services in North America. RATINGS RATIONALE Pursuant to the terms of the transaction, all rated debt at Advanced Disposal has been repaid. Moody's took the following rating actions on Advanced Disposal Services, Inc.: Corporate Family Rating -- B1 withdrawn Probability of Default Rating -- B1-PD withdrawn Senior Secured Bank Credit Facility -- Ba3 (LGD3) withdrawn Senior Unsecured Notes -- B3 (LGD5) withdrawn Speculative Grade Liquidity Rating -- SGL-2 withdrawn Outlook - Stable withdrawn Advanced Disposal Services, Inc. is a non-hazardous solid waste collection, disposal and recycling company serving residential, commercial and industrial customers across the South, Midwest and East regions of the US. AE BICYCLE: Hires Viking Advocates as Service Provider ------------------------------------------------------ AE Bicycle Liquidation, Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Middle District of North Carolina to employ Viking Advocates, LLC, as litigation support service provider to the Debtors. AE Bicycle requires Viking Advocates to assist in the preparation of Letters Rogatory, translation of pleadings into Chinese or another foreign language, or other similar matters agreed between the Firm and the Debtors. Viking Advocates will be paid as follows: Preparation of Hague request forms $1,500 and dispatch to Central Authority Translation into Simplified Chinese $500 to $800 Drafting of Letter Rogatory $2,000 Viking Advocates will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their/its estates. Viking Advocates can be reached at: Viking Advocates, LLC 6525 Charlotte Street Kansas City, MO 64131 Tel: (816) 200-1383 About AE Bicycle Liquidation Advanced Sports Enterprises, Inc., now known as AE Bicycle Liquidation Inc., designs, manufactures and sells bicycles and related goods and accessories. Advanced Sports is a wholesale seller of bicycles and accessories. ASI owns the following bicycle brands and is responsible for their design manufacture and worldwide distributions: Fuji, Kestrel, SE Bikes, Breezer, and Tuesday. Performance Direct, Inc., designs, manufactures and sells bicycles and related goods and accessories and operates a national distribution of these goods under the Performance Bicycle brand through an internet website business via the URL http://www.performancebike.com/ Bitech, Inc., operates 104 retail stores across 20 states under the Performance Bicycle brand related to the sale of bicycles and related good and accessories. The businesses of Performance and Bitech operate in conjunction with each other and they share a number of services and a distribution warehouse. Nashbar Direct, Inc. designs, manufactures and sells bicycles and related goods and accessories under the Bike Nashbar brand through an internet website business via the URL http://www.bikenashbar.com/The businesses of Nashbar also operate in conjunction with Performance and share services and a distribution warehouse. Advanced Sports Enterprises and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Lead Case No. 18-80856) on Nov. 16, 2018. Advanced Sports Enterprises estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million while Advanced Sports, Inc., estimated assets of $100 million to $500 million and liabilities of $50 million to $100 million. Judge Benjamin A. Kahn oversees the cases. The Debtors tapped Northen Blue, LLP and Flaster/Greenberg P.C. as their bankruptcy counsel; D.A. Davison & Co. as investment banker; Clear Thinking Group LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. William Miller, the bankruptcy administrator for the Middle District of North Carolina, appointed an official committee of unsecured creditors on Nov. 27, 2018. The committee retained Waldrep LLP and Cooley LLP as legal counsel. AFRAYED END: Gets Approval to Hire M&A Business Advisors as Broker ------------------------------------------------------------------ Afrayed End Productions, Ltd. received approval from the U.S. Bankruptcy Court for the District of Nevada to employ M&A Business Advisors (MABA) as its broker. The Debtor would like to hire MABA post-petition to consummate the purchase and sale of the St. James Infirmary bar located at 445 California Avenue in Reno, Nev. under a new/restated Representation Agreement. The listing price for the Debtor is $200,000. MABA's broker fee is 10 percent of the sale/disposition price and is subject to ultimate Court approval. Katrina Loftin, CBI, M&AMI, managing partner and co-founder of MABA, 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: Katrina Loftin M&A BUSINESS ADVISORS 401 Ryland Street, Suite 201 Reno, NV 89502 Telephone: (775) 828-5400 E-mail: katrina@mabusinessadvisors.com About Afrayed End Productions Afrayed End Productions, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 20-51050) on Nov. 17, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Humphrey Law PLLC. Afrayed End Productions, Ltd. is its business broker. ALDRICH PUMP: Asbestos Claimants Taps Ankura as Claims Consultant ----------------------------------------------------------------- Joseph W. Grier, III, the court-appointed legal representative for future asbestos claimants against Debtors Aldrich Pump LLC and Murray Boiler LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Ankura Consulting Group, LLC as his asbestos claims consultant and financial advisor. Ankura will render these asbestos claims estimation advisory services to the future claimants' representative (FCR): (a) Estimate the number and value of present and future asbestos-related personal injury claims and demands; (b) Develop claims procedures to be used in connection with a claims resolution trust; (c) Evaluate reports and opinions of experts and consultants retained by other parties-in-interest to the bankruptcy proceeding; (d) Analyze and respond to issues related to providing notice to asbestos-related personal injury claimants and review such notice procedures; (e) Provide expert testimony and reports related to the foregoing and assist the FCR in preparing and evaluating reports and testimony by other experts and consultants; and (f) Provide such other consulting services as may be requested by the FCR or his counsel. Further, Ankura will perform the following financial advisory services: (a) Review the Debtors' financial condition and businesses; (b) Review financial related disclosures required by the Bankruptcy Court; (c) Prepare analyses required to assess the Debtors' funding agreement with Trane Technologies Company LLC and Trane U.S. Inc. and any other proposed financing; (d) Assess and monitor of the Debtors' short-term cash flow, liquidity, and operating results; (e) Review the Debtors' analysis of core business assets, valuation of those assets, and the potential disposition or liquidation of non-core assets; (f) Review other financial information prepared by the Debtors; (g) Attend, assist, and prepare materials related to due diligence sessions, discovery, depositions, negotiations, mediations, and other relevant meetings, and assist in discussions with the Debtors, the official committee of asbestos personal injury claimants (ACC), Trane Technologies plc and/or its subsidiaries, the Bankruptcy Administrator, other parties-in-interest, and their respective professionals; (h) Evaluate and analyze avoidance actions; (i) Evaluate any pre-petition transactions of interest to the FCR or his counsel; (j) Assist in the prosecution of FCR responses/objections to the Debtors' motions; (k) Assist in the review and/or preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in the Chapter 11 Cases; and (l) provide such other financial advisory services as may be agreed in writing between Ankura and the FCR or his counsel. The hourly rates for Ankura professionals providing asbestos claims estimation advisory services are: Senior Managing Directors $580 - $800 Managing Directors $475 - $580 Senior Directors $370 - $475 Directors $290 - $370 Senior Associates and Associates $160 - $290 The hourly rates for Ankura professionals providing financial advisory services are: Senior Managing Directors $1,015 - $1,100 Managing Directors $900 - $990 Senior Directors $760 - $870 Directors $610 - $725 Senior Associates $495 - $575 Associates $410 - $460 Ankura will also bill the Debtors for reimbursement of its actual, reasonable out-of-pocket expenses incurred in connection with its employment. Thomas Vasquez, a senior managing director at Ankura Consulting Group, LLC, disclosed in court filings that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the FCR, the Debtors or their estates on the matters upon which it is to be engaged. The firm can be reached through: Matthew M. Cabrera, Esq. ANKURA CONSULTING GROUP, LLC 2000 K Street NW, 12th Floor Washington, DC 20006 Telephone: (202) 721-0945 E-mail: tom.vasquez@ankura.com About Aldrich Pump LLC Aldrich Pump LLC and Murray Boiler LLC are subsidiaries of Trane Technologies, a publicly traded company. Trane Technologies is a global climate innovator that brings efficient and sustainable climate solutions to buildings, homes, and transportation. The North American headquarters of Trane Technologies, as well as the Debtors, are located in Davidson, North Carolina. Aldrich Pump and Murray Boiler sought Chapter 11 protection (Bankr. W.D.N.C. Lead Case No. 20-30608) on June 18, 2020. The Hon. Craig J. Whitley oversees the case. In the petition signed by Allan Tananbaum, chief legal officer, the Debtor was estimated to have $100 million to $500 million in both assets and liabilities. The Debtors tapped Rayburn Cooper & Durham, P.A. and Jones Day as legal counsel; Bates White, LLC, Evert Weathersby Houff, and K&L Gates, LLP as special counsel; AlixPartners, LLP as financial advisor; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee of asbestos personal injury claimants. The committee tapped Robinson & Cole, LLP and Caplin & Drysdale, Chartered as its bankruptcy counsel. The Committee also selected FTI as its financial advisor. On October 14, 2020, the Court entered the order appointing Joseph W. Grier, III, as legal representative for future asbestos claimants. He tapped Orrick, Herrington & Sutcliffe LLP and Grier Wright Martinez, PA as counsel and Ankura Consulting Group, LLC as asbestos claims consultant and financial advisor. AMISH FARMERS: Court Confirms Reorganization Plan ------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois ordered that the disclosure statement filed by the Amish Farmers, Inc. is finally approved, and the plan filed by the Debtor, on July 27, 2020, is confirmed. Unscheduled creditor Hartford Insurance Company a/s/o Dunnet Bay Construction Company is permitted to exercise its rights under state law in Case No. 2020 SC 002228 - Hartford Insurance Company a/s/o Dunnet Bay Construction Co. v. Amish Farmers, et al., pending before the Eighteenth Judicial Circuit, DuPage County, Illinois and any associated cases, wherein it shall limit its recovery against the Debtor to the amount it can obtain from insurance proceeds of the Debtor, and shall not attempt to collect from the Debtor directly. The payment listed in the payment schedule to be made to Greg Dworak is removed. The Debtor shall make no payments to Greg Dworak pursuant to Claim No. 6-1. Amish Farmers, Inc.'s Plan of Reorganization non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 10 cents on the dollar. A full-text copy of the Plan Confirmation Order dated October 21, 2020, is available at https://tinyurl.com/yxsvu5se from PacerMonitor.com at no charge. About Amish Farmers Amish Farmers, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-36391) on Dec. 30, 2019. The petition was signed by Jacek Cholko, president. At the time of filing, the Debtor was estimated to have $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. The case is assigned to Judge Timothy A Barnes. The Debtor is represented by Ben Schneider at Schneider & Stone. ASCENA RETAIL: Court Okays Ch. 11 Sale of Ann Taylor, Lane Bryant ----------------------------------------------------------------- Law360 reports that the Ascena Retail Group on Tuesday, December 8, 2020, was given permission by a Virginia bankruptcy judge to sell its Ann Taylor and Lane Bryant stores for $540 million to an affiliate of private equity firm Sycamore Partners, over objections that the transaction was moving forward too quickly. At a virtual hearing, U.S. Bankruptcy Judge Kevin Huennekens overrode arguments by the U.S. Trustee's Office that the sale was taking place on too short a notice and gave unnecessary bid protections to Sycamore affiliate Premium Apparel, and allowed Ascena to go through with a transaction it said it hopes to close next week. About Ascena Retail Group Inc. Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty retailer offering apparel, shoes, and accessories for women under the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion (Dressbarn) segments, and for tween girls under the Kids Fashion segment (Justice). Ascena, through its retail brands, operates ecommerce websites and approximately 2,800 stores throughout the United States, Canada, and Puerto Rico. Visit http://www.ascenaretail.com/for more information. Ascena Retail reported a net loss of $661.4 million for the fiscal year ended Aug. 3, 2019, a net loss of $39.7 million for the year ended Aug. 4, 2018, and a net loss of $1.06 billion for the year ended July 29, 2017. On July 23, 2020, Ascena Retail Group and its affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and $12,516,261,149 in total liabilities. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as bankruptcy counsel, Guggenheim Securities, LLC, as financial Advisor, and Alvarez and Marsal North America, LLC as restructuring advisor. Prime Clerk, LLC is the claims agent. * * * In September 2020, FullBeauty Brands Operations, LLC, won an auction to acquire Ascena's Catherines intellectual property assets for a base purchase price of $40.8 million and potential upward adjustment for certain inventory. In November 2020, Ascena won approval to to sell the intellectual property of its Justice Brand and other Justice brand assets to Justice Brand Holdings LLC, an entity formed by Bluestar Alliance LLC (a leading brand management company), for $90 million. The Company continues to operate its Ann Taylor, LOFT, Lane Bryant, and Lou & Grey brands as normal through a reduced number of retail stores and online. ASHBURY HOLDINGS: Seeks to Hire Ten-X as Auctioneer --------------------------------------------------- Ashbury Holdings LLC seeks authority from the U.S. Bankruptcy Court for the Western District of Virginia to employ Ten-X, Inc., as auctioneer to the Debtor. Ashbury Holdings requires Ten-X to conduct an auction in coordination with Collier's International Virginia, LLC, the Debtor's real property located at 84 Business Park Circle, Ruckersville, Virginia 22968. Ten-X will be paid a transaction fee 5% of the gross purchase price for the Property directly by the successful bidder at the Auction. Bradd M. Caplan, senior director of Ten-X, Inc., 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. Ten-X can be reached at: Bradd M. Caplan TEN-X, INC. 15295 Alton Parkway Irvine, CA 92618 Telephone: (888) 952-6393 About Ashbury Holdings Ashbury Holdings LLC, based in Ruckersville, VA, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 20-61135) on Aug. 10, 2020. In the petition signed by Morris Peterson, managing member, the Debtor disclosed $4,324,947 in assets and $5,208,835 in liabilities. The Hon. Rebecca B. Connelly presides over the case. WHARTON ALDHIZER & WEAVER PLC, serves as bankruptcy counsel to the Debtor. ASTRIA HEALTH: Debtors, Lapis Further Fine-Tune Plan ---------------------------------------------------- The Astria Health, et al., and the Lapis Parties filed a Second Amended Joint Plan of Reorganization for the Debtors. Class 2A Senior Secured Bond Debt Claims totaling $43,571,500 are impaired. In accordance with the Senior Debt 9019 Settlement, all Senior Secured Bond Debt Claims shall be Allowed and reinstated without setoff, reduction or subordination on the terms of the Exchange Debt Documents in the amount of all such Senior Secured Bond Debt Claims as of the Effective Date. Class 2B Senior Secured Credit Agreement Claims totaling $13,162,397 are impaired. In accordance with the Senior Debt 9019 Settlement, all Senior Secured Credit Agreement Claims shall be Allowed and satisfied, without setoff, reduction, subordination or challenge, by the exchange of all Senior Secured Credit Agreement Claims for Senior Secured Credit Agreement Exchange Debt in the amount of all Senior Secured Credit Agreement Claims as of the Effective Date. Class 3 Unsecured Claims classified Under Convenience Class Claims totaling $1,611,501 are impaired. Members will each be paid 20% of its allowed amount of claim up to a maximum of $1,000, on the Effective Date or as soon as practicable thereafter. Class 4 General Unsecured Claims totaling $101,950,400 are impaired. Holders of Allowed General Unsecured Claims shall receive, on one or more GUC Distribution Dates, a Pro Rata share of the Net GUC Distribution Trust Assets. GUC Distribution Trust Assets means (i) the Initial GUC Distribution Amount, (ii) the Second GUC Distribution Amount, (iii) GUC Avoidance Actions, and (iv) the GUC Vendor Recovery. Initial GUC Distribution Amount means Cash in the amount of $5,000,000, which will be funded by the Debtors. Second GUC Distribution Amountmeans Cash in the amount of $2,300,000 minus the amount of any GUC Vendor Recovery, which shall be paid by the Debtors. GUC Vendor Credit Recovery means the Cash equivalent of 50% of any and all non-Cash value realized by the Debtors as a result of the Vendor Claims. The Plan is centered around the settlement of all rights and claims associated with the DIP Claims, Senior Secured Bond Debt Claims and Senior Secured Credit Agreement Claims (the "Senior Debt 9019 Settlement"). The Senior Debt 9019 Settlement is comprised of (i) the classification and treatment of the DIP Claims, Senior Secured Bond Debt Claims and Senior Secured Credit Agreement Claims and other Lapis Parties prepetition Claims as specified in this Plan, (ii) the issuance (or reinstatement, as applicable) of the debt instruments (the "Exchange Debt") and more specifically in the Exchange Debt Documents, and (iii) the release and exculpation terms for the Lapis Parties as specified in this Plan. A red-lined copy of the Second Amended Joint Plan of Reorganization dated November 18, 2020, is available at https://tinyurl.com/y4qhdbtk from PacerMonitor.com at no charge. Attorneys for the Chapter 11 Debtors: JAMES L. DAY BUSH KORNFELD LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 521-3858 Email: jday@bskd.com SAMUEL R. MAIZEL (Admitted Pro Hac Vice) DENTONS US LLP 601 South Figueroa Street, Suite 2500 Los Angeles, California 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 Email: samuel.maizel@dentons.com SAM J. ALBERTS DENTONS US LLP 1900 K. Street, NW Washington, DC 20006 Tel: (202) 496-7500 Fax: (202) 496-7756 Email: sam.alberts@dentons.com Attorneys for the Lapis Parties: MARK D. NORTHRUP MILLER NASH GRAHAM & DUNN LLP 2801 Alaskan Way, Suite 300 Seattle, Washington 98121-1128 Tel: (206) 624-8300 Email: mark.northrup@millernash.com WILLIAM KANNEL IAN A. HAMMEL MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, Massachusetts 02111 Tel: (617) 542-6000 E-mail: wkannel@mintz.com E-mail: iahammel@mintz.com E-mail: tmckeon@mintz.com About Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash. Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. ASTRIA HEALTH: Dec. 18 Plan Confirmation Hearing Set ---------------------------------------------------- Astria Health and the affiliated debtors, and Lapis Advisers, LP as lender under the Debtors' debtor in possession facility ("Plan Proponents") filed with the U.S. Bankruptcy Court for the Eastern District of Washington a Joint Motion for an Order Approving the Proposed Disclosure Statement. On November 12, 2020, Judge Whitman L. Holt granted the motion and ordered that: * The Disclosure Statement is approved. * Kurtzman Carson Consultants LLC will serve as the Plan Proponents' Solicitation Agent (the "Solicitation Agent") and provide access to Solicitation Packages, among other things. * Solicitation Packages, which shall include individual Ballots, shall be distributed to the Voting Classes, which classes are designated under the Plan as entitled to vote to accept or reject the Plan. * Dec. 4, 2020 is fixed as the last day to submit all Ballots to the Solicitation Agent. * Dec. 18, 2020 at 10:00 a.m. is the hearing on confirmation of the Plan. * Dec. 4, 2020 is fixed as the last day to file objections to the confirmation of the Plan. A copy of the order dated November 12, 2020, is available at https://tinyurl.com/y3woosfq from PacerMonitor at no charge. Attorneys for the Chapter 11 Debtors: JAMES L. DAY BUSH KORNFELD LLP 601 Union Street, Suite 5000 Seattle, WA 98101 Tel: (206) 521-3858 Email: jday@bskd.com SAMUEL R. MAIZEL DENTONS US LLP 601 South Figueroa Street, Suite 2500 Los Angeles, California 90017-5704 Tel: (213) 623-9300 Fax: (213) 623-9924 E-mail: samuel.maizel@dentons.com SAM J. ALBERTS (WSBA #22255) DENTONS US LLP 1900 K. Street, NW Washington, DC 20006 Tel: (202) 496-7500 Fax: (202) 496-7756 E-mail: sam.alberts@dentons.com Attorneys for the Lapis Parties: MARK D. NORTHRUP MILLER NASH GRAHAM & DUNN LLP 2801 Alaskan Way, Suite 300 Seattle, Washington 98121-1128 Tel: (206) 624-8300 Email: mark.northrup@millernash.com WILLIAM KANNEL IAN A. HAMMEL MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C. One Financial Center Boston, Massachusetts 02111 Tel: (617) 542-6000p E-mail: wkannel@mintz.com E-mail: iahammel@mintz.com E-mail: tmckeon@mintz.com About Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash. Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. ASTRIA HEALTH: SBA Opposes Its Bankruptcy Plan Over PPP Loan ------------------------------------------------------------ Becky Yerak of The Wall Street Journal reports that the U.S. Small Business Administration opposes Astria Health's bankruptcy plan, saying $2.7 million in Paycheck Protection Program loans it received in June 2020 should be considered a high-ranking claim in its reorganization. The SBA said Astria is claiming that the loans needn't be repaid. About Astria Health Astria Health and its subsidiaries -- https://www.astria.health -- are a nonprofit health care system providing medical services to patients who generally reside in Yakima County and Benton County, Wash., through the operation of Sunnyside, Yakima, and Toppenish hospitals, as well as several health clinics, home health services, and other healthcare services. Collectively, they have 315 licensed beds, three active emergency rooms, and a host of medical specialties. The Debtors have 1,547 regular employees. Astria Health and 12 of its subsidiaries filed for bankruptcy protection (Bankr. E.D.Wash. Lead Case No. 19-01189) on May 6, 2019. In the petitions signed by John Gallagher, president and CEO, the Debtors estimated assets and liabilities of $100 million to $500 million. The Hon. Frank L. Kurtz oversees the cases. Bush Kornfeld LLP and Dentons US LLP serve as the Debtors' counsel. Kurtzman Carson Consultants, LLC is the claims and noticing agent. Gregory Garvin, acting U.S. trustee for Region 18, on May 24, 2019, appointed seven creditors to serve on an official committee of unsecured creditors. The Committee retained Sills Cummis & Gross P.C. as its legal counsel; Polsinelli PC, as co-counsel; and Berkeley Research Group, LLC as financial advisor. ASVEN INTERNATIONAL: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Asven International Corp. About Asven International Corp. Asven International Corp. is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Asven International filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21688) on Oct. 6, 2020. The petition was signed by Asven International President Enoc J. Martinez. At the time of filing, the Debtor disclosed $750,000 in assets and $1,029,870 in liabilities. Judge Robert A. Mark oversees the case. Florida Bankruptcy Group, LLC serves as the Debtor's legal counsel. ATLANTIC STREET: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Atlantic Street Properties, LLC 90 Atlantic Street Portland, ME 04101 Business Description: Atlantic Street Properties, 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 multi-unit property located at 90 Atlantic Street Portland ME, having an expert valuation of $1,222,000. Chapter 11 Petition Date: December 8, 2020 Court: United States Bankruptcy Court District of Maine Case No.: 20-20444 Judge: Hon. Michael A. Fagone Debtor's Counsel: J. Scott Logan, Esq. LAW OFFICES OF J. SCOTT LOGAN, LLC 75 Pearl Street Portland, ME 04101 Tel: 207-699-1314 E-mail: scott@southernmainebankruptcy.com Total Assets: $1,223,000 Total Liabilities: $782,756 The petition was signed by Edward F. Walsh, Sr., 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/FJWTTDA/Atlantic_Street_Properties_LLC__mebke-20-20444__0001.0.pdf?mcid=tGE4TAMA AUSTIN HOLDCO: Moody's Assigns B3 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and B3-PD probability of default rating (PDR) to Austin Holdco Inc. (dba Virtusa Corporation). Concurrently, Moody's assigned B2 ratings to the company's proposed $125 million senior secured first lien revolver due 2025 and $600 million senior secured first lien term loan due 2027. Moody's has also assigned at Caa2 rating to the company's proposed $300 million senior unsecured notes due 2028. The rating outlook is stable. This is the first time Moody's has rated Virtusa. Proceeds from the debt combined with new equity from Baring Private Equity Asia (BPEA) will be used to take Virtusa private for an aggregate equity transaction value of nearly $1.8 billion, plus the repayment of existing debt and payment of related fees and expenses. The new $125 million revolver is expected to remain undrawn at closing. "Virtusa's overall size, leverage profile and free cash flow generating ability position the company well within the broad B3 rating category," according to Andrew MacDonald, Moody's lead analyst for the company. "The ratings incorporate Virtusa's position in the rapidly growing digital transformation space that we believe supports robust long term revenue growth. Nonetheless, the coronavirus pandemic will likely result in earnings volatility during the next 12 to 18 months as customers adapt IT budgets amid the pandemic." Assignments: Issuer: Austin HoldCo Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Austin HoldCo Inc. Outlook, Assigned Stable RATINGS RATIONALE Virtusa's B3 corporate family rating is constrained by the company's credit metrics including an elevated leverage profile with Moody's adjusted debt-to-EBITDA leverage estimated to be 7.8x pro forma for the transaction (excluding cost savings and synergies), with modest margins and high fixed costs. The information technology (IT) consulting services industry is highly competitive and consists of many large global firms and established niche players. The company has high customer concentration, although this is partially mitigated by the long-tenured nature of those relationships and reasonable diversification across different end markets. While demand for consulting services remains high, the non-contractual nature of engagements leaves the company exposed to cyclical delays in IT spending during periods of economic weakness. Positively, Virtusa's focus and expertise in the fast-growing cloud, automation, and other digital technologies space (approximately 60%+ of revenue) supports strong revenue growth as demand is expected to outpace the broader IT services market. While the COVID pandemic has pressured revenues in recent quarters, it should accelerate long term digital transformation spending over the next few years. Liquidity is supported by an expectation of free cash flow-to-debt in the low single digit percentages aided by low capital expenditure requirements and access to an undrawn $125 million revolver. Moody's views governance risk as high as the company is expected to have an aggressive financial policy consistent with private equity ownership. The B2 rating on the first lien credit facilities reflects Moody's expectation that the company's trade payables would not materially support recovery on the first lien instruments in the event of a default. Preliminary terms in the company's first lien credit agreement indicate that Virtusa can incur incremental facilities up to the greater of $150 million or 100% of adjusted EBITDA as defined over the most recent prior four quarter period prior to issuance, plus an additional amount so long as first lien leverage and secured leverage do not exceed 4x for pari passu first lien or junior secured debt, respectively. In the case of unsecured debt, either total leverage shall not exceed 6x or interest coverage shall be no less than 2x; or if incurred to finance an acquisition or investment, such leverage (coverage) levels shall not increase (decrease) on a pro forma basis. Only wholly owned subsidiaries must provide guarantees; hence partial dividend of ownership interest could jeopardize guarantees subject to limitations by the credit agreement. There are no anticipated "blocker" provisions providing additional restrictions on top of the covenant carve-outs to limit collateral leakage through transfers of assets to unrestricted subsidiaries. In the event of an asset sale, a 100% proceeds prepayment applies with first lien leverage-based step-downs at 3.5x and 3x to 50% and 0%, respectively. The stable outlook reflects Moody's expectation that Virtusa will resume positive revenue growth in the mid-single digit percentages and EBITDA margins will be maintained at approximately 11%. Absent material debt-funded acquisitions, Moody's adjusted debt-to-EBITDA leverage should gradually improve to below 7x as earnings grow and debt is repaid using free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if earnings grow consistently, at stable margins, and adjusted debt-to-EBITDA is sustained below 6x while maintaining adequate liquidity. Free cash flow-to-debt of 5% and EBITA-to-interest above 1.5x would also support an upgrade. The ratings could experience downward pressure should liquidity weaken for any reason, including negative free cash flow or material reliance on revolver borrowings. Deteriorating revenue and/or margins, loss of a major customer, or adjusted debt-to-EBITDA above 8x on a sustained basis could also lead to a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Southborough, Massachusetts, Virtusa, is a global digital engineering and information technology outsourcing services provider with operations in 19 countries. For the twelve months ended 30 September 2020, the company reported nearly $1.3 billion in revenue. Following the transaction, the company will be majority-owned by Baring Private Equity Asia. AUTO MASTER: Plan of Reorganization Confirmed by Judge ------------------------------------------------------ Judge Enrique S. Lamoutte of the U.S. Bankruptcy Court for the District of Puerto Rico has entered an order approving the Disclosure Statement and confirming Plan of Reorganization of debtor Auto Master Express Inc. The Court has determined after notice and a hearing that the requirements for final approval of the disclosure statement have been satisfied, and determined after a hearing on notice that the requirement for confirmation of the plan under 11 U.S.C Sec. 1129 have been satisfied. A full-text copy of the order dated December 8, 2020, is available at bit.ly/3qFYO6x from PacerMonitor.com at no charge. Attorney for the Debtor: CARLOS A. RUIZ RODRIGUEZ P.O. Box 1298 Caguas, PR 00726-1298 Tel: (787)286-9775 Fax: (787)747-2174 E-mail: carlosalbertoruizquiebras@gmail.com About Auto Master Express Auto Master Express Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 18-01464) on March 19, 2018. At the time of the filing, the Debtor estimated assets of less than $500,000 and liabilities of less than $1 million. The Debtor engaged Lcdo. Carlos Alberto Ruiz, CSP, as its legal counsel. AUXILIUS HEAVY: Sale of Accounts Receivable to Kachina Approved --------------------------------------------------------------- Judge James M. Carr of the U.S. Bankruptcy Court for the Southern District of Indiana authorized Auxilius Heavy Industries, LLC's private sale of its accounts receivable to Kachina Consulting, LLC for 82.5% of the actual outstanding balance of the Accounts, free and clear of liens, claims, encumbrances, or interests. A hearing on the Motion was held on Dec. 2, 2020. The following are the current outstanding Accounts Receivable: a. BP Wind Energy - Fowler Ridge I - $7, 50 b. BP Wind Energy - Mehoopany Wind Energy, LLC - $24,747 c. EDP Renewables - Twin Grove - $128,469 d. EDPR Meadow Lake Suzlon - $11,050 e. ENSA North America - $8,328 f. Invenergy - Spring Canyon Energy, LLC - $58,586 g. RWE-Wildcat Wind Farm I, LLC - $26,031 The parties agreed to exclude from the purchase price calculation the two accounts shown in the 61 to 90-day column because of defects in the invoices that have not been resolved, but, to the extent they are collected by the Kachina, it will remit 82.5% of the amount collected to the Debtor immediately. The Accounts Receivable are encumbered by the following known mortgages, claims, encumbrances or other interests in the following order of priority: First priority, Purdue Federal Employees Credit Union ("PFECU") - $265,000. The sale is free and clear of all liens, claims, interests, and encumbrances. The proceeds of sale are to be distributed in accordance with priority of liens, first to PFECU, and next to the Debtor to be distributed pursuant to further Order of the Court. The 14-day waiting period under Bankruptcy Rule 6004(h) should is waived. About Auxilius Heavy Based in Carmel, Indiana, Auxilius Heavy Industries, LLC is a privately held company that operates in the wind industry. The company offers wind turbine services, including blade inspections and repairs, end of warranty inspections, turbine cleaning, and supplemental manning. The company serves wind farms located in the following states: California, Colorado, Illinois, Indiana, Iowa, Michigan, Nebraska, New Mexico, Texas, and Pennsylvania. It also has offices located in Los Angeles, CA; Bradfod, Illinois, and Fowler, Indiana. The company filed for chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 20-01963) on March 26, 2020, with total assets of $639,911 and total liabilities of $2,025,877. The petition was signed by Michael Kidwel, president. The Hon. James M. Carr presides over the case. The Debtor tapped KC Cohen, Lawyer, PC as its legal counsel and Sanders Tax Service as its accountant. Ken Wolff and Stan Mills of Richey, Mills & Associates, LLP serve as the Debtor's financial advisor and forensic accountant. AXIA REALTY: Seeks to Hire Tarter Krinsky as Attorney ----------------------------------------------------- Axia Realty, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Tarter Krinsky & Drogin LLP, as attorney to the Debtor. Axia Realty requires Tarter Krinsky to: (a) give advice to the Debtor with respect to its powers and duties as a debtor-in-possession in the continued operation of its business and management of its property; (b) negotiate with creditors of the Debtor in working out a plan of reorganization, and to take necessary legal steps in order to confirm said plan of reorganization, including, if need be, negotiations in financing a plan of reorganization; (c) prepare on behalf of the Debtor, as debtor-in-possession, necessary applications, answers, orders, reports and other legal papers; (d) appear before the bankruptcy judge and to protect the interests of the debtor-in-possession before the bankruptcy judge, and to represent the Debtor in all matters pending in the chapter 11 proceeding; and (e) perform all other legal services for the Debtor, as debtor-in-possession, which may be necessary herein. Tarter Krinsky will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott S. Markowitz, partner of Tarter Krinsky & Drogin LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Tarter Krinsky can be reached at: Scott S. Markowitz, Esq. TARTER KRINSKY & DROGIN LLP 1350 Broadway, 11 th Floor New York, New York 10018 Tel: (212) 216-8000 E-mail: smarkowitz@tarterkrinsky.com About Axia Realty Axia Realty, LLC, based in New York, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12511) on Oct. 26, 2020. The petition was signed by Antonia Milonas, manager. In its petition, the Debtor disclosed $45,750,000 in assets and $9,197,428 in liabilities. The Hon. Martin Glenn presides over the case. TARTER KRINSKY & DROGIN LLP, serves as bankruptcy counsel. B2T2 FAMILY: Seeks to Hire Ross & Smith as Legal Counsel -------------------------------------------------------- B2T2 Family Entertainment, LLC seeks authority from the US Bankruptcy Court for the Northern District of Texas to hire Ross & Smith, PC as its legal counsel. Services Ross & Smith will render are: (a) advise the Debtor with respect to its powers and duties as a debtor in possession in the continued management and operation of its business and property; (b) advise and consult on the conduct of this chapter 11 case, including all of the legal and administrative requirements of operating in chapter 11; (c) attend meetings and negotiate with representatives of creditors and other parties in interest; (d) take all necessary actions to protect and preserve the Debtor's estate; (e) prepare legal papers in connection with the Chapter 11 case; (f) represent the Debtor in connection with obtaining authority to continue using cash collateral; (g) advise the Debtor in connection with any potential sale of assets; (h) appear before the court and any appellate courts to represent the interest of the Debtor's estate; (i) take any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a chapter 11 plan and all documents related thereto; and (j) perform all other necessary legal services for the Debtor in connection with the prosecution of this chapter 11 case, including but not limited to: (i) analyzing the Debtor's leases and contracts and the assumption and assignment or rejection thereof; (ii) analyzing the validity of liens against the Debtor; and (iii) advising the Debtor on corporate and litigation matters. The firm's hourly rates are: Frances Smith $550 Eric Soderlund $460 Jessica Lewis $420 Frances A. Smith, Esq., a partner at Ross & Smith, assured 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: Frances A. Smith, Esq. Ross & Smith, PC 700 N. Pearl Street, Suite 161 Dallas, TX 75201 Telephone: (214) 377-7879 About B2T2 Family Entertainment, LLC B2T2 Family Entertainment, LLC filed a voluntary petition for relief under chapter 11 of the US Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32602) on Oct. 16, 2020. At the time of filing, the Debtor estimated $1,000,001 to $10 million in both assets and liabilities. Frances Anne Smith at Ross & Smith, PC represents the Debtor as counsel. BARFLY VENTURES: Trustee or Conversion Sought by UST ---------------------------------------------------- Andrew R. Vara, the United States Trustee for Regions 3 and 9, asks the U.S. Bankruptcy Court for the Western District of Michigan to appoint a Chapter 11 trustee for BarFly Ventures LLC, et al., or alternatively, convert the Chapter 11 cases to one under Chapter 7 pursuant to 11 U.S.C. Section 1112(b) of the Bankruptcy Code. Based on the Notice, the appointment of a Ch. 11 trustee is preferable considering that Mr. Sellers, the principal of the Debtors, appears to be subject to conflicts of interest because he caused the Debtors to fund his divorce settlement with his ex-wife. Mr. Seller is also in conflict with the Debtors because he guaranteed all the secured debts of Chapter 11 cases. Should the appointment of a Chapter 11 trustee is not authorized by the Court, the DOJ Watchdog seeks for the conversion of the case and for the appointment of a Chapter 7 trustee, instead. A full-text copy of the Motion is available at https://bit.ly/2JRyCFj from PacerMonitor.com for free. About BarFly Ventures BarFly Ventures LLC is the parent company of HopCat, Stella's Lounge, and Grand Rapids Brewing Co. Founded in 2008, BarFly Ventures operates a chain of restaurants. Barfly Ventures and its affiliates sought Chapter 11 protection (Bankr. W.D. Mich. Case No. 20-01947) on June 3, 2020. At the time of the filing, Barfly Ventures was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge James W. Boyd oversees the cases. The Debtors tapped Warner Norcross + Judd, LLP and Pachulski Stang Ziehl & Jones, LLP as legal counsel; Rock Creek Advisors, LLC, as financial advisor; and Mastodon Ventures, Inc., as investment banker. A committee of unsecured creditors was appointed in Debtors' Chapter 11 cases on June 23, 2020. The committee tapped Sugar Felsenthal Grais & Helsinger, LLP, and Jaffe Raitt Heuer & Weiss, P.C., as its legal counsel, and Amherst Partners, LLC, as its financial advisor. BIZ AS USUAL: To Repay Stimulus Loan on Its Terms ------------------------------------------------- Biz as Usual, LLC filed the Fifth Amended Disclosure Statement supporting a Plan of Reorganization dated December 8, 2020. Class 7 consists of allowed unsecured creditors. With the exception of Dalin Financial, and Key Bank, Debtor has no unsecured debt. No payments are contemplated regarding Class 7. This Class is not impaired. Class 8 consists of Claim 9-1, Key Bank NA, as unsecured lender lowed unsecured creditors. Key Bank, N.A. has filed an unsecured claim for $69,880.85 related to the PPP loan pursuant to the CARES Act, 15 U.S.C. Sec. 636(a)(36) ("CARES Act"). The underlying Note carries interest at 1% per annum and by its terms is guaranteed by the Small Business Administration. Debtor has returned the full amount of the PPP loan to Key Bank. As such, Debtor expects that Key Bank shall withdraw its Proof of Claim. If not, Debtor shall file an objection to this Proof of Claim. No provision for payment to Class 8 is made in Debtor's plan. To the extent that the Key Bank has an allowed claim, this Class is impaired. Class 9 is comprised of the Economic Injury Disaster Loan debtor obtained in the amount of $17,000. This program is also known as a "Stimulus" loan. As of the filing of this Fifth Amended Disclosure Statement, no proof of claim has been filed relating to this transaction. The Debtor anticipates filing a Motion to Approve this loan nunc pro tunc. The Debtor intends to repay the stimulus loan pursuant to its terms, with monthly payments of $52.92 beginning August 2, 2021, at the stated interest rate of 3.74% and a 30-year term. The Debtor shall fund repayment of the Stimulus Loan from his rental operations. This class is not impaired. Class 10 consists of the Debtor's interest in the Estate. The Debtor's principal shall receive such ordinary, customary and necessary payments as he has received prior to the bankruptcy during the pendency of this case, but shall not receive any extraordinary distribution (defined as any payment not in the ordinary course of business in excess of $5,000.00) until all payments set forth in this Plan have occurred. Votes shall not be solicited from the Debtor. This Class is not impaired. There are three distinct sources which may be utilized by Debtor in funding the Plan: ongoing operations, sale of real estate and refinancing of real estate. Should the sales process and ongoing operations prove inadequate to fully fund a confirmed Plan, or should other circumstances warrant, Debtor may seek to refinance some, or all the real estate owned by Debtor. Any refinancing shall be undertaken in conjunction with a motion providing the terms of the proposed transaction, and including a proposed Order setting forth the proposed use of funds of such refinancing. This will allow all interested parties to be heard on debtor's proposed refinancing and distribution of proceeds from such transaction. A full-text copy of the Fifth Amended Disclosure Statement dated December 8, 2020, is available at bit.ly/3gqNbf2 from PacerMonitor.com at no charge. Attorney for Debtor: Lee M. Herman, Esquire 280 N. Providence Road, Suite 4 Media, PA 19063 (610) 891-6500 lmh@lmhlaw.com About Biz as Usual Biz as Usual, LLC's primary business and primary source of income involves leasing its residential properties and commercial spaces. It owns 9 pieces of real estate which comprise the bankruptcy estate. The real estate was acquired steadily over 15 years. It is primarily residential rental real estate situated in Philadelphia County. The Debtor has previously filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 15-15040) on July 15, 2015. Biz as Usual filed for Chapter 11 bankruptcy protection (Bankr. E.D. Pa. Case No. 19-16476) on Oct. 15, 2019, listing under $1 million in both assets and liabilities. Judge Eric L Frank oversees the case. Michael P. Kutzer, Esq., is the Debtor's bankruptcy counsel. BLACKJEWEL LLC: Suit vs Lexington Stays in Bankruptcy Court ----------------------------------------------------------- In the case captioned BLACKJEWEL LLC and REVEALATION ENERGY, LLC, Plaintiffs, v. LEXINGTON COAL COMPANY, LLC, Defendant, Adversary Proceeding No. 3:20-ap-3012 (S.D. W.Va.), Defendant Lexington Coal Company, LLC filed a motion to withdraw the reference to the bankruptcy court. After a thorough analysis, District Judge Robert C. Chambers denied the motion as Lexington failed to meet its burden to show cause. On July 1, 2019 and July 24, 2019, Plaintiffs and certain affiliated entities filed voluntary chapter 11 bankruptcy petitions in the U.S. Bankruptcy Court for the Southern District of West Virginia. On July 3, 2019, the United States Trustee for the District appointed the Official Committee of Unsecured Creditors and on August 13, 2019, the Court approved counsel for the Committee. The bankruptcy court set a Proof of Claim deadline of Nov. 4, 2019. Defendant Lexington did not file a Proof of Claim and did not otherwise submit to the equitable jurisdiction of the bankruptcy court. Defendant Lexington also asserted it has not sought any affirmative relief in the bankruptcy court, has not sought a distribution from the Debtors' estates, and has not exercised or claimed any right to a setoff. At the time this motion was filed, the Honorable Frank Volk was serving as the Chief United States Bankruptcy Judge for this District. However, on Oct. 17, 2019, he was commissioned as a District Judge, leaving a judicial vacancy in the bankruptcy court. As a result, the Honorable Thomas E. Johnston, Chief Judge of this District, entered a General Order withdrawing reference and assignment of all matters referred to the bankruptcy court and assigned them to Judge Volk, pending appointment of his successor. Thereafter, on May 22, 2020, the Honorable Roger L. Gregory, Chief Judge for the Fourth Circuit Court of Appeals, entered an Order assigning this bankruptcy case and all adversary proceedings to the Honorable Benjamin Kahn, Bankruptcy Judge for the United States Bankruptcy Court for the Middle District of North Carolina. On July 1, 2020, the Plaintiffs filed an Adversary Proceeding against Defendant Lexington. The Plaintiffs stated this case is one of three adversary complaints already filed to recover the assets of the estates, with more complaints imminent. In the Adversary Complaint at issue here, the Plaintiffs contended that Jeffrey A. Hoops, Sr. was President and Chief Executive Officer of both Blackjewel, LLC and Revelation Energy, LLC. The Plaintiffs also asserted Mr. Hoops had various titles and was involved in the operations of all Debtors, and he had interests in Defendant Lexington and other non-Debtor entities. According to the Plaintiffs, these non-Debtor entities engaged in millions of dollars of related-party transactions with the Debtors prior to the bankruptcy filings. The Plaintiffs said these improper, complex, and interrelated dealings amongst the Debtors, non-Debtors, and Mr. Hoops and his family are central to the bankruptcy cases. Specifically, in the Adversary Complaint, the Plaintiffs claim Mr. Hoops caused Plaintiffs and Defendant Lexington to enter into an Asset Purchase Agreement (APA) and a Permit Transfer Agreement (PTA) in March 2018. The Plaintiffs alleged the APA improperly transferred and diverted valuable assets from them to Defendant Lexington, but the exchange was not for equivalent value and Defendant Lexington failed to perform its obligations under the APA and PTA, that is, assume responsibility for approximately sixty mining permits and the associated environmental obligations. The Plaintiffs asserted the transfer of these obligations to Defendant Lexington is a key and ongoing issue in the bankruptcy court. In the Adversary Complaint, Plaintiffs asserts: (1) Breach of Contract (Count I), (2) Unjust Enrichment (Count II), (3) Aiding and Abetting Breach of Fiduciary Duty (Count III), (4) To Avoid Constructively Fraudulent Transfers under 11 U.S.C. section 548 (Count IV), (5) To Avoid Constructively Fraudulent Transfers under 11 U.S.C. section 544 and the West Virginia Uniform Fraudulent Transfers Act (Count V), (6) To Recover Avoided Transfers under 11 U.S.C. section 550 (Count VI), (7) For Declaratory Relief Regarding Preservation of Avoided Transfers and Disallowance of Claims of Defendant Lexington (Count VII), and (8) For Equitable Subordination of Claims by Defendant Lexington (Count VIII). According to Judge Chambers, when a case is referred, the bankruptcy court is given authority to enter orders and judgments on all core bankruptcy matters and to submit proposed findings and recommendations to this Court on all non-core matters. Although the underlying procedural history in this action is somewhat unique due to the judicial vacancy in this District's bankruptcy court, Judge Kahn ultimately was assigned to handle the bankruptcy case and all adversary proceedings. Nevertheless, even after a reference to the bankruptcy court is made, the Court maintains discretion to "withdraw, in whole or in part, any case or proceeding referred [to the bankruptcy court], on its own motion or on timely motion of any party, for cause shown." It is the moving party's burden to show cause. When a party establishes cause to withdraw a reference, it is referred to as a "permissive withdrawal." To determine whether cause is shown, this District routinely employs a six-factor test as set forth in Lattea v. Vanderbilt Mortg. & Fin., Inc. These factors are: "'(1) whether the proceeding is core or non-core; (2) the uniform administration of bankruptcy law; (3) the promotion of judicial economy; (4) the efficient use of the parties' resources; (5) the reduction of forum shopping; and (6) the preservation of the right to a jury trial.'" It is in light of these factors that the Court considered the present action sub judice. In one of the factors -- the uniform administration of bankruptcy law -- Defendant Lexington argued that, as the bulk of its claims involve non-bankruptcy issues and involve a prepetition contract, this factor weighs in favor of its motion. However, the Court rejected its argument as to the weight of the claims. The Court further recognized that the value of the APA and performance under contract are directly implicated in the bankruptcy case. Therefore, the Court found this factor weighs against withdrawing the reference. Upon considering and weighing all the said factors, the Court found the balance plainly falls in favor of denying the withdrawal and Defendant Lexington has failed to meet its burden to show cause. A copy of the Court's Memorandum Opinion and Order dated Nov. 5, 2020 is available at https://bit.ly/3pmWO2y from Leagle.com. About Blackjewel LLC Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in asset and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. On September 25, 2020, the Debtors filed their Joint Plan of Reorganization and the Disclosure Statement related thereto. The hearing to consider confirmation of the plan and approval of the disclosure statement will be held on December 17, 2020 at 9:30 a.m., prevailing Eastern Time. BLESSINGS INC: Hires Lang & Klain as Special Counsel ---------------------------------------------------- Blessings, Inc., seeks authority from the U.S. Bankruptcy Court for the District of Arizona to employ Lang & Klain, P.C., as special counsel to the Debtor. Blessings, Inc., requires Lang & Klain to assist the Debtor in responding to discovery requests in the bankruptcy case and any potential adversary proceedings arising out of the bankruptcy case. Lang & Klain will be paid at the hourly rates of $200 to $450. The Firm will be paid a retainer in the amount of $10,000. Lang & Klain will also be reimbursed for reasonable out-of-pocket expenses incurred. William G. Klain, partner of Lang & Klain, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Lang & Klain can be reached at: William G. Klain, Esq. LANG & KLAIN, P.C. 6730 N. Scottsdale Rd., Suite 101 Scottsdale, AZ 85253 Tel: (480) 534-4872 Fax: wklain@lang-klain.com About Blessings Inc. Blessings, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on Sep. 24, 2020. The petition was signed by David Mayorquin, president and CEO. At the time of filing, the Debtor disclosed $3,889,514 in assets and $6,770,256 in liabilities. John C. Smith, Esq. at SMITH & SMITH PLLC, is the Debtor's bankruptcy counsel; and Lang & Klain, P.C., is special counsel. BOY SCOUTS: Committee Seeks to Hire CBRE as Real Estate Appraiser ----------------------------------------------------------------- The official committee of tort claimants appointed in the Chapter 11 cases of The Boy Scouts of America and Delaware BSA, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ CBRE, Inc. as real estate appraiser. CBRE will provide these services to the committee: (a) Appraise certain real property that the Local Councils own throughout the United States, including, but not limited to, camps, Service Centers, and Scout Shops. (b) Provide further valuation services and witness testimony. CBRE will be paid a flat fee of $2,900 for each appraisal, plus reimbursement of actual and necessary expenses incurred in connection with this engagement. In addition, CBRE will bill at its standard hourly rates range from $450 - $750 per hour for further valuation services and discovery requests. Thomas Baroch, a managing director of the Valuation and Advisory Services division at CBRE, 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 and does not have an interest materially adverse to the interest of the estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason. The firm can be reached through: David Bauman CBRE, INC. 222 Main Street, 4th Floor Salt Lake City, UT 84101 Telephone: (801) 869-8059 E-mail: David.Bauman@cbre.com - and – Tom Baroch CBRE, INC. 1225 17th Street, Suite 3200 Denver, CO 80202 Telephone: (303) 628-7474 E-mail: tom.baroch@cbre.com About The Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, Alvarez & Marsal North America, LLC as financial advisor, and JLL Valuation & Advisory Services, LLC as appraiser and valuation services provider. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CALPINE CORP: Fitch Assigns BB+ Rating to $1B 1st Lien Term Loan ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Calpine Corp.'s $1 billion First Lien Term Loan due 2027 and $900 million 3.75% senior secured notes due in 2031. The term loan is priced at L+250 basis points. The new term loan and the 2031 senior secured notes are secured equally and ratably by a first-priority lien on substantially all of Calpine's and certain of its guarantors existing and future assets. In addition, Fitch has assigned Calpine's term loan and senior secured notes an 'RR1' Recovery Rating. The 'RR1' rating implies outstanding recovery prospects in the event of default. Calpine's Long-Term Issuer Default Rating is 'B+' with a Stable Rating Outlook. Calpine plans to use the net proceeds from the new financings to repay $1.5 billion outstanding under 2024 First Lien Term Loan and to redeem a portion (about $335 million) of 5.25% senior secured notes due 2026. With these new issuances, Calpine has extended its debt maturity profile and has no corporate debt maturity until 2026. In addition, Calpine is in the process of extending the maturity of its $2 billion revolving credit facility to December 2025 from March 2023 and increasing commitments by about $150 million. Calpine's ratings reflect its elevated leverage and high business risk associated with owning a largely uncontracted power generation fleet. The ratings also reflect the positive attributes of Calpine's fleet, including a relatively clean fuel profile, geographic diversity and the ability to generate consistent EBITDA in varying natural gas price environments. Fitch expects leverage measured as gross debt/EBITDA to remain close to 5.0x in 2020-2022, comfortably below Fitch's negative sensitivity of 6.0x. KEY RATING DRIVERS Relatively Stable EBITDA Profile: Ownership of a relatively young and predominantly natural gas-fired power generation fleet allows Calpine to generate stable EBITDA in the current low natural gas price environment through higher run times. Longer-term contracts, especially for its geothermal fleet in California, and forward integration into the retail electricity business further stabilize profitability and cash flows. Retail margins in the commercial and industrial segments generally remain range-bound during commodity cycles, and residential retail margins are usually countercyclical, given the length and stickiness of customer contracts. Coronavirus Pandemic's Impact: The pandemic-related economic slowdown has a detrimental impact on power demand as commercial and industrial sales declined in 2020 due to a severe pull back in economic activity. This is likely to affect Calpine's retail business. The effect on EBITDA generation in 2020 is not expected to be material but could be more pronounced in 2021, depending on the duration and severity of the slowdown, given Calpine's rateable hedging policy for its generation fleet. Fitch expects Calpine to generate adjusted EBITDA in the narrow range of $1.9 billion-$2.1 billion in 2020-2022, driven by Fitch's expected power demand reduction, lower MWh sales and higher bad debt expense in the retail C&I business, modest pull back in power prices, and completion of announced growth projects. Fitch's projections are more conservative than company guidance, as management expects to achieve 2020 financial metrics more consistent with 2018-2019 results. Exposure to PG&E Bankruptcy Resolved: Calpine sells power from its natural gas plants Russell City Energy Center and Los Esteros Critical Energy Facility, as well as from its geothermal subsidiary Geysers Power Company, LLC to Pacific Gas & Electric Company (PG&E; BB/Stable) under long-term power purchase agreements. PG&E continued to produce under its contracts during the bankruptcy filing, but the cash distribution from these projects was withheld and subject to the terms of the project debt agreements associated with the two plants, along with collateral from PG&E. PG&E exited bankruptcy in July 2020, and Calpine received all restricted cash distributions from the projects. Modest Deterioration in Credit Metrics: Calpine achieved its net debt/EBITDA target of 4.5x at YE 2019. EBITDA in 2019 was boosted by strong resource adequacy prices in California and the run up in power prices in Texas during August and September, due to summer heat and low reserve margins. Fitch expects headwinds resulting from the pandemic to negatively impact power demand in 2020 and 2021, and undermine any material recovery in power prices. Fitch therefore expects Calpine's gross debt/EBITDA to increase to approximately 5.0x in 2020-2022. Calpine is targeting net debt/EBITDA between 4.0x-5.0x. Fitch expects Calpine to generate pre-dividend FCF of approximately $1 billion annually, given the reduction of growth capex. Fitch expects FFO interest coverage to be in the 3.0x-3.5x range, in line with a 'B+' rating. Fitch's EBITDA forecasts incorporate a natural gas price assumption at Henry Hub of $1.85/million cubic feet (mcf), $2.10/mcf and $2.25/mcf in 2020, 2021 and 2022, respectively. Light Covenants in Credit Agreements: Fitch's key concern relates to light covenants in the credit agreements that pose minimal restrictions on the use of asset sale proceeds. In October 2020, Calpine sold Freeport Energy Center in Texas for approximately $313 million. The proceeds and cash on hand funded a dividend of $650 million. In November 2020, Calpine sold Washington Parish Energy Center in Louisiana for approximately $221 million. The company used the proceeds to repay $122 million borrowings outstanding under the Calpine Development Holdings, Inc (CDHI) credit facility that were used to support the construction of Washington Parish. Calpine sold two of its power plants for approximately $360 million in July 2019. The proceeds and cash on hand were used to fund a $400 million dividend. Rating Linkages with CCFC: Strong contractual, operational and management ties exist between Calpine and Calpine Construction Finance Company, L.P. (CCFC; B+/Stable). CCFC sells a majority of its power plant output under a long-term tolling arrangement with Calpine's wholly-owned marketing subsidiary. CCFC is also a party to a master operation and maintenance agreement and a master maintenance services agreement with another wholly-owned Calpine subsidiary. Fitch consequently determined that a strong rating linkage exists between CCFC and Calpine. Fitch believes CCFC has a stronger credit profile and assigned a 'B+' Issuer Default Rating to both CCFC and Calpine, reflecting a weak parent and strong subsidiary relationship. The IDRs reflect the consolidated credit profile. Recovery Analysis: Calpine's individual security ratings are notched above or below the IDR due to the relative recovery prospects in a hypothetical default scenario. Fitch evaluates the power generation assets that guarantee the parent debt using a net present value (NPV) analysis. A similar NPV analysis is used to evaluate the generation assets that reside in nonguarantor subsidiaries, and the excess equity value is added to the parent recovery prospects. The generation asset NPVs vary significantly based on future gas price assumptions and other variables, such as the discount rate and heat rate forecasts in California, Texas and the northeast. For the generation assets' NPV used in the recovery analysis, Fitch uses the plant valuation provided by its third-party power market consultant, Wood Mackenzie, as well as Fitch's own gas price deck and other assumptions. The NPV analysis for Calpine's generation portfolio yields approximately $1,500/kW for the geothermal assets and an average of $475/kW for the natural gas-generation assets. The recovery analysis resulted in a Recovery Rating of 'RR1', implying outstanding recovery, for the first-lien debt, and a Recovery Rating of 'RR3', implying good recovery, for the senior unsecured debt in the event of default. DERIVATION SUMMARY Calpine is unfavorably positioned compared to Vistra Corp. (BB+/Positive) regarding size, asset composition and geographic exposure but is well-positioned relative to Talen Energy Supply, LLC (B/Stable). Vistra is the largest independent power producer in the U.S., with approximately 39 gigawatts of generation capacity, compared with Calpine's 26 gigawatts and Talen's 14 gigawatts. Vistra benefits from its ownership of large and well-entrenched retail electricity businesses compared with Calpine, whose retail business is smaller. Fitch believes Calpine's biggest qualitative strength is its younger and predominantly natural gas-fired fleet, which bears less operational and environmental risk than coal-fired assets owned by Vistra and Talen. Fitch also believes Calpine's EBITDA is very resilient to changes in natural gas prices and heat rates compared with peers. However, Calpine's leverage is higher, which results in a lower rating. Calpine's 2020-2022 forecast leverage, measured as total debt/ EBITDA, is 5.0x This is higher than Vistra's, which is projected to be below 3.0x but lower than Talen's high-5x. KEY ASSUMPTIONS -- Wholesale power prices based on forward market curves through 2022; -- Annual debt amortizations of $230 million-$240 million; -- Growth capex of approximately $200 million over 2020-2022; -- O&M costs generally escalating by 1% through 2022; -- Dividend to sponsors at $750 million per annum; -- Taxes assume net operating loss usage. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Positive rating actions for Calpine and CCFC appear unlikely, unless there is material and sustainable improvement in Calpine's credit metrics compared with Fitch's expectations; -- Gross debt/EBITDA below 4.0x on a sustained basis, or conservative capital-allocation policies. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- The sale or addition of structurally senior secured debt at core assets in order to maximize shareholder returns without commensurate debt reduction; -- Weaker power demand or higher than expected power supply that depresses wholesale power prices in core regions; -- Unfavorable changes in regulatory construct and rules in its markets; -- An aggressive growth strategy that diverts a significant proportion of growth capex toward merchant assets, or an inability to renew expiring long-term contracts; -- Total adjusted debt/EBITDA above 6.0x on a sustained basis; -- Any incremental leverage or deterioration in the generation portfolio's NPV would lead to downward rating pressure on the unsecured debt. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Calpine had approximately $809 million of cash and cash equivalents, excluding restricted cash, at the corporate level as of Sept. 30, 2020, and approximately $1.63 billion of availability under the corporate revolver. The expanded $2.15 billion revolving facility will mature in December 2025. Calpine has three unsecured LOC facilities totaling approximately $300 million, of which $29 million was available as of Sept. 30, 2020. In April 2020, Calpine amended one of the facilities with commitments of $150 million to partially extend the maturity of $100 million to June 2022 from June 2020 ($50 million will mature in December 2020). The other two facilities totaling $150 million mature in December 2021 and December 2023. Calpine can also issue first-lien debt for collateral support. 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. CAMP RIM ROCK: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Camp Rim Rock, LLC 24 North Bryn Mawr Avenue Bryn Mawr, PA 19010 Business Description: Camp Rim Rock, LLC -- https://camprimrock.com -- is an overnight camp for girls. The activities include horseback riding, performing arts, aquatics, arts & crafts, sports, and other camp activities. Chapter 11 Petition Date: December 9, 2020 Court: United States Bankruptcy Court Eastern District of Pennsylvania Case No.: 20-14692 Judge: Hon. Magdeline D. Coleman Debtor's Counsel: David B. Smith, Esq. SMITH KANE HOLMAN, LLC 112 Moores Road Suite 300 Malvern, PA 19355 Tel: 610-407-7215 Fax: 610-407-7218 Email: dsmith@skhlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Greitzer, sole member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OOANQXI/Camp_Rim_Rock_LLC__paebke-20-14692__0001.0.pdf?mcid=tGE4TAMA CBAV1 LLC: Seeks to Tap Field Law as Intellectual Property Counsel ------------------------------------------------------------------ CBAV1, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Field Law as special counsel to represent the Debtor in connection with the Debtor's Canadian intellectual property rights. Field Law is to render these professional services: (a) file any necessary documents relating to the Debtor's Canadian intellectual property; (b) review the Debtor's filed intellectual property registrations; (c) give the Debtor legal advice with respect to any of Canadian intellectual property; and (d) perform all other legal services for the Debtor which may be necessary in connection with the copyright, trademark, industrial design or other general intangibles. Field Law's professionals who are most likely to work on these matters are: Lisa D. Statt Foy $450 Charlene Lipchen $440 Field Law is owed $600.60 from the Debtor for services provided pre-petition. Field Law has no connection with the Debtor and its employment is in the best interest of the Debtor's estate. The firm can be reached through: FIELD LAW 400-444 7 Ave. SW Calgary, AB T2P 0X8 Telephone: (403) 260-8500 Facsimile: (403) 264-7084 About CBAV1, LLC CBAV1, LLC, based in Bethlehem, PA, filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 20-14310) on Oct. 30, 2020. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The petition was signed by Rachel Chell, manager. The Hon. Patricia M. Mayer presides over the case. The Debtor tapped Ciardi Ciardi & Astin as bankruptcy counsel and Field Law as special counsel. CENTURY ALUMINUM: Signs Preliminary Agreement with Santee Cooper ---------------------------------------------------------------- Century Aluminum of South Carolina, a wholly-owned subsidiary of Century Aluminum Company, has reached a preliminary agreement on the principal terms of a new, three-year power contract with the South Carolina Public Service Authority (also known as Santee Cooper) for the Mt. Holly aluminum smelter. The contract is expected to provide a minimum 290MW of electric power, allowing the smelter to increase its current production 50 percent by adding one-half of one potline to its current operation resulting in total production of 75 percent of Mt. Holly's full capacity. In order to provide the time necessary to finalize the new contract and obtain the necessary governmental approvals, the parties have agreed to extend the current contract (set to expire on Dec. 31, 2020) by three months. Upon receipt of all necessary approvals, the new contract would be expected to begin on April 1, 2021 and run through December 2023. CASC has also extended the conditional WARN notice, issued on Oct. 20, 2020 through March 31, 2021. Michael Bless, Century's president and chief executive officer, said, "We could not have reached this milestone without the unwavering commitment of Mt. Holly's employees, their families and the entire community. In the face of the persistent uncertainty surrounding the plant's future, compounded by an unprecedented global health crisis, our people have consistently operated the plant safely and efficiently. It is only through their focus and hard work that we were provided the opportunity to seek a power arrangement that would enable the plant to continue to operate. The men and women of Mt. Holly have earned our gratitude and our highest respect. We look forward to beginning the significant efforts required to rebuild the cells and otherwise prepare the plant to operate for the longer-term; this will include ultimately hiring an additional 70 people to support the incremental one-half potline." Jesse Gary, Century's executive vice president and chief operating officer, stated, "We would also like to thank our colleagues at Santee Cooper for their dedication to addressing a set of complex issues of mutual importance. It is evident they are committed to working with us, within the required regulatory boundaries, to support the critical value Mt. Holly provides to the community and to the state more broadly. We look forward to working with them over the coming years to discuss opportunities to return the plant to full production. We would also like to recognize state leadership, especially Governor McMaster and Commerce Secretary Hitt, without whose dedication we could not have reached this point; they have demonstrated again why manufacturers like Century are attracted to South Carolina." About Century Aluminum Company Century Aluminum Company -- http://www.centuryaluminum.com/-- is a global producer of primary aluminum and operates aluminum reduction facilities, or "smelters," in the United States and Iceland. The Company reported a net loss of $80.8 million for the year ended Dec. 31, 2019, compared to a net loss of $66.2 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.40 billion in total assets, $201.2 million in total current liabilities, $611.8 million in total noncurrent liabilities, and $592.4 million in total shareholders' equity. * * * As reported by the TCR on April 17, 2020, Moody's Investors Service downgraded the Corporate Family Rating of Century Aluminum Company to Caa1 from B3. "The ratings downgrade reflects Moody's expectations of further deterioration in Century's credit profile due to the impact of the coronavirus outbreak on the global aluminum demand, prices and regional premiums, which have declined materially since the beginning of 2020," said Botir Sharipov, vice president and lead analyst for Century Aluminum. CHESAPEAKE ENERGY: Weiner, Weiss Updates on Powers Claimants ------------------------------------------------------------ In the Chapter 11 cases of Chesapeake Energy Corporation, the law firm of Wiener, Weiss & Madison submitted a supplemental verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Powers Claimants that it is representing. As of Dec. 4, 2020, the following additional claimants in connection with the jointly administered cases under Case No. 20-33233, styled In re Chesapeake Energy Corporation are: Powers Investments, LLC c/o Charles S. Powers, Manager 575 Unadilla Street Shreveport, LA 71106 Kingwood Business Center Limited Partnership c/o Charles S. Powers, Partner 8108 Kingwood Drive, Suite 120 Shreveport, LA 71108 Charles S. Powers 575 Unadilla Street Shreveport, LA 71106 The Powers Claimants have unliquidated claims against one or more of the Debtors based on proceeds due for both leased and unleased mineral interests located in Louisiana. The Powers Claimants submit they are the owners of and entitled to proceeds attributable to their Louisiana mineral interests being held by one or more of the Debtors and that, as part of their claims, they are entitled to any other amounts due or to become due under any agreements or applicable law. The claims that the Powers Claimants have filed are as follows: Kingwood Partnership: * Claim No. 0000012530 in Chesapeake Louisiana, L.P., Case No. 20- 33243; Powers Investments: * Claim No. 0000012515 in Chesapeake Louisiana, L.P., Case No. 20- 33243; * Claim No. 0000012522 in Chesapeake Plains, LLC, Case No. 20- 33260. All of the above claims are incorporated into this Statement by reference. The Powers Claimants have recently engaged WWM to represent them in connection with the jointly administered cases but they have not signed any agreement or instrument empowering WWM to act on their behalf. WWM does not own a claim against or interest in any of the Debtors or their respective bankruptcy estates. WWM does not believe that its representation of the interests of any particular WWM Creditor, including any of the Powers Claimants or any of the WWM Creditors identified in its original Verified Statement, D.E. 1772, will create a conflict between or be adverse to the interests of any other WWM Creditor. Pursuant to Bankruptcy Rule 2019, WWM will supplement the Verified Statement again upon the material change of any fact contained in this Statement. Counsel for Caddo Parish, et al. can be reached at: WIENER, WEISS & MADISON A Professional Corporation R. Joseph Naus, Esq. Seth M. Moyers, Esq. 330 Marshall St., Suite 1000 P. O. Box 21990 Shreveport, LA 71120-1990 Tel: (318) 226-9100 Fax: (318) 424-5128 Email: rjnaus@wwmlaw.com smoyers@wwmlaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/37QO2Sc About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. COLLINS MOTOR: Seeks Court Approval to Hire Bankruptcy Attorney --------------------------------------------------------------- Collins Motor Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ R. Byrn Bass, Jr., an attorney practicing in Lubbock, Texas, to handle its Chapter 11 case. Mr. Bass will render these legal services to the Debtors: (a) give Debtors legal advice with regard to his powers, duties and responsibilities as Debtors-in-Possession, their property and property of the estates; (b) prosecute in Bankruptcy Court any and all claims believed to be owed Debtors, if any; (c) prepare the petitions that commenced these cases and the subsequent preparation of the schedules and statement of financial affairs in these cases, file such motions regarding the use, sale, lease and valuation of property of the estates, use of cash collateral (if any), examine executory contracts and the feasibility of accepting same or the proprietary of rejecting same, make the same analysis with regard to any unexpired leases as well as prepare such other motions and pleadings as may be necessary and in the best interest of Debtors; (d) prepare a Chapter 11 Plan to be filed in each of these cases; (e) file such adversary proceedings as may be necessary in these cases; (f) work with the Debtors to assure their compliance with the administrative requirements of the Office of the U.S. Trustee; and (g) perform any and all other necessary services as may be required by the Debtors in order to provide them with effective representation in this case. Mr. Bass received a retainer in the amount of $48,710, from which the filing fees of $5,151, legal assistant's fees of $600, and pre-petition fees of $3,660 were deducted. The hourly rate of Mr. Bass is $300. Mr. Bass 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: R. Byrn Bass, Jr., Esq. Wells Fargo Center 1500 Broadway, Suite 505 Lubbock, TX 79401 Telephone: (806) 785-1250 Facsimile: (806) 771-1260 E-mail: bbass@bbasslaw.com About Collins Motor Company Collins Motor Company, LLC and its debtor affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-70311) on November 30, 2020. The petitions were signed by Jody Randolph Wade, managing member. At the time of the filing, Debtor Collins Motor Company estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Harlin Dewayne Hale oversees the cases. R. Byrn Bass, Jr., Esq., serves as the Debtors' counsel. COMMUNITY HEALTH: Agrees to Exchange $700M Notes for Cash and Stock ------------------------------------------------------------------- Community Health Systems, Inc., has entered into a privately negotiated agreement with a multi-asset investment manager who has certain funds and accounts, which are holders of 6.875% Senior Unsecured Notes due 2028 issued by CHS/Community Health Systems, Inc., a Delaware corporation and wholly owned subsidiary of the Company. The Company and CHS/CHS have agreed to exchange $700 million aggregate principal amount of the Notes held by the Holders for an aggregate consideration of $400 million of cash and 10 million newly issued shares of the Company's common stock. In addition, CHS/CHS will pay to the Holders an amount in cash equal to accrued and unpaid interest to, but not including, the closing date. The Company intends to use cash on hand to fund the cash consideration of this exchange. Following the completion of the Exchange, which is expected to close on Dec. 9, 2020, subject to customary closing conditions, the exchanged Notes will be cancelled and CHS/CHS will have approximately $767 million of the Notes outstanding. The Exchange will result in a $48 million reduction in the Company's annual interest expense. The shares of the Company's common stock issuable upon exchange have not been registered under the Securities Act of 1933, as amended, or any U.S. state securities laws or other jurisdiction. About Community Health Community Health Systems, Inc. -- http://www.chs.net-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 99 affiliated hospitals in 17 states with an aggregate of approximately 16,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Community Health reported a net loss attributable to the Company's stockholders of $675 million for the year ended Dec. 31, 2019, following a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $16.51 billion in total assets, $17.99 billion in total liabilities, $481 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.95 billion. * * * As reported by the TCR on Nov. 29, 2019, S&P Global Ratings raised its issuer credit rating on U.S.-based hospital operator Community Health Systems Inc. to 'CCC+' from 'SD' (selective default). The upgrade to 'CCC+' reflects the company's longer-dated debt maturity schedule, and S&P's view that Community's efforts to rationalize its hospital portfolio as well as improve financial performance and cash flow should strengthen credit measures over the next couple of years. In November 2020, Fitch Ratings has affirmed the Long-Term Issuer Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and subsidiary CHS/Community Health Systems, Inc. at 'CCC'. COVIA HOLDINGS: Court Extends Exclusivity Periods Thru Jan. 25 -------------------------------------------------------------- At the behest of Covia Holdings Corporation and its affiliates, Judge David R. Jones extended the Debtors' exclusive rights to file a chapter 11 plan through and including January 25, 2021, and to solicit acceptances for the plan through and including March 26, 2021. The Debtors said their chapter 11 process is progressing as intended to maximize value for the Debtors' stakeholders. Since the Petition Date, the Debtors smoothly transitioned into chapter 11 and stabilized their business operations, obtained Court approval of important procedural and operational relief, worked with the official committee of unsecured creditors to respond to discovery requests, amended and assumed significant leases, rejected burdensome contracts, filed their schedules and statements of financial affairs. On August 5, 2020, and, the Debtors filed a proposed chapter 11 plan of reorganization and accompanying disclosure statement. The Debtors continue to work with the Creditors' Committee to respond to additional discovery requests and engage in litigation with the Creditors' Committee with respect to the Committee's request for standing. Further, contract negotiations and initiatives to create operational savings are ongoing, the solicitation must occur, and the Court must consider confirmation of the Debtors' Plan. The Debtors and their key stakeholders continue to negotiate critical documents required for emergence, including key financing and corporate governance documents. 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. Previously, the Honorable Marvin Isgur presides over the case, now Judge David R. Jones is the case judge. 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: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------- The U.S. Trustee for Region 3 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Cred Inc. and its affiliates. The committee members are: 1. DragonFly International Holding Limited Attn: Lindsay Lin Maples Corporate Services (BVI) Limited Kington Chambers, PO Box 173, Road Town Tortola, British Virgin Islands Phone: (703) 994-5176 Fax: (415) 889-6447 Email: lindsay@dcp.capital 2. Wendy Laraine Lee 3. Cedric de Lisser 4. Maple Partners, LLC Attn: Joshua Segall 1309 Coffeen Avenue Suite 1200 Sheridan, WY 82801 Phone: (334) 245-3112 Fax: (307) 316-0481 Email: maplepartnersllc@gmail.com 5. Michael Michelin 6. Christopher Moser 7. Kyle Tuo Wang Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About 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 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. CTI BIOPHARMA: Registers $200 Million Worth of Securities --------------------------------------------------------- CTI Biopharma Corp. filed a new shelf registration statement on Form S-3 with the Securities and Exchange Commission registering an aggregate principal amount of securities of $200 million to replace the expiring Existing Shelf. The Company's existing shelf registration statement on Form S-3 registering an aggregate principal amount of securities of $200 million originally became effective on Wednesday, Dec. 6, 2017 and expires on Monday, Dec. 7, 2020. From time to time, the Company may offer and sell in one or more offerings: * shares of its common stock; * shares of its preferred stock; * debt securities; * warrants to purchase common stock, preferred stock and/or debt securities; * rights to purchase common stock, preferred stock and/or debt securities; and * units consisting of two or more of these classes or series of securities. The Company may sell any combination of these securities in one or more offerings, up to an aggregate offering price of $200,000,000, in amounts, at prices and on terms to be determined at the time of each offering thereof. Each time the Company offers securities using this prospectus, the Company will provide specific terms of the securities and the offering in one or more supplements to this prospectus. The prospectus supplements may also add to, update or change the information in this prospectus and will also describe the specific manner in which the Company will offer the securities. The securities may be offered and sold by us to or through one or more underwriters, broker-dealers or agents, or directly to purchasers on a continuous or delayed basis. The Company's common stock is quoted on The Nasdaq Capital Market under the symbol "CTIC." On Dec. 3, 2020, the last reported sale price of the Company's common stock on The Nasdaq Capital Market was $3.26 per share. The Company does not expect its preferred stock, debt securities, warrants, rights or units to be listed on any securities exchange or over-the-counter market unless otherwise described in the applicable prospectus supplement. A full-text copy of the Form S-3 registration statement is available for free at: https://www.sec.gov/Archives/edgar/data/891293/000119312520310805/d62883ds3.htm About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. The Company concentrates its efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, the Company is focused on evaluating pacritinib, its sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, the Company has recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. CTI Biopharma reported a net loss of $40.02 million for the year ended Dec. 31, 2019, compared to a net loss of $29.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $63.09 million in total assets, $16.27 million in total liabilities, and $46.82 million in total stockholders' equity. DELTA AIRLINES: Retired Pilots Lose Appeal Against PBGC ------------------------------------------------------- Jacklyn Wille of Bloomberg Law reports that a group of around 1,700 retired Delta Air Lines Inc. pilots lost their appeal challenging how the Pension Benefit Guaranty Corp. managed their pension plan after the airline's 2005 bankruptcy, when the federal appeals court in Washington, D.C., sided with the insurer on the question of agency deference. The pilots argued that the PBGC's interpretation of federal pension law wasn't entitled to judicial deference, but the U.S. Court of Appeals for the D.C. Circuit disagreed in a short, unpublished order issued Monday, December 7, 2020. About Delta Air Lines Atlanta, Georgia-based Delta Air Lines provides scheduled air transportation for passengers and cargo throughout the United States, and around the world. Northwest and 12 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. On Dec. 31, 2009, Northwest Airlines, Inc., merged with and into Delta. DIAMOND HOLDING: Case Summary & 4 Unsecured Creditors ----------------------------------------------------- Debtor: Diamond Holding LLC 246 Lynch Street, Suite 1C Brooklyn, NY 11206 Business Description: Diamond Holding LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 9, 2020 Court: United States Bankruptcy Court Eastern District of New York Case No.: 20-44219 Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Morris Fateha, Esq. MORRIS FATEHA, ESQ. 911 Avenue U Brooklyn, NY 11223 Tel: 718-627-4600 Fax: 718-627-4601 Email: morrisfateha@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Martin Perl, member. A copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WZZ5LSY/Diamond_Holding_LLC__nyebke-20-44219__0001.0.pdf?mcid=tGE4TAMA DIOCESE OF ROCKVILLE: Committee Taps Conte as Expert Consultant --------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Roman Catholic Diocese of Rockville Centre, New York, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Jon R. Conte, Ph.D., as expert consultant and expert witness as Committee. The Committee requires Jon R. Conte to provide: a. expert consulting services and expert testimony regarding notice and information procedures relating to claims of sexual abuse victims in the Bankruptcy Case; b. expert consulting services and expert testimony regarding the bar date for filing sexual abuse proof of claim forms; c. expert consulting services and expert testimony in connection with the Motion of the Debtor for an Order Establishing Deadlines for Filing Proofs of Claim and Granting Related Relief (the "Bar Date Motion") and any contested matters and/or litigation arising in this Case as reasonably requested by the Committee; d. expert consulting services and expert testimony in the review and evaluation of reports prepared by the Debtor and its professionals; e. as may be requested by the Committee, assisting with the preparation of affidavits/declarations, depositions, and briefing in this Case concerning the issues for which Dr. Conte is providing expert consulting services and expert testimony; f. prepare for and provide both deposition and court testimony in this Case regarding the issues for Dr. Conte is providing expert consulting services and expert testimony; and g. such other consulting and advisory services as may be requested by the Committee. Jon R. Conte will be paid at the hourly rate of $575. Jon R. Conte will also be reimbursed for reasonable out-of-pocket expenses incurred. Jon R. Conte assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the diocese as a religious corporation in 1958. The diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. It is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The diocese tapped Jones Day as legal counsel; Alvarez & Marsal North America, LLC, as restructuring advisor; Sitrick and Company, Inc., as communications consultant; and Nixon Peabody LLP as special counsel. Epiq Corporate Restructuring, LLC, is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the diocese's Chapter 11 case. The committee is represented by Pachulski Stang Ziehl & Jones LLP. DIOCESE OF ROCKVILLE: Committee Taps Kinsella as Expert Consultant ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of The Roman Catholic Diocese of Rockville Centre, New York, seeks authorization from the U.S. Bankruptcy Court for the Southern District of New York to retain Kinsella Media, LLC, as expert consultant and expert witness as Committee. The Committee requires Kinsella Media to provide: a. expert consulting services, an expert report, and expert testimony regarding the bar date noticing program in the Case; b. expert consulting services, an expert report, and expert testimony in connection with the Motion of the Debtor for an Order Establishing Deadlines for Filing Proofs of Claim and Granting Related Relief (the "Bar Date Motion") and any contested matters, adversary proceedings, and/or any other litigation that may arise in this Case with regard to the Bar Date Motion and the bar date noticing program in the Case; c. expert consulting services in the review and evaluation of the bar date notice, and noticing proposals and reports, whether informal or expert, prepared by the Debtor and/or its professionals; d. assistance with the preparation of affidavits or declarations, and briefing in this Case concerning the issues for which the Firm and Dr. Wheatman are providing expert consulting services and expert testimony; e. prepare for and provide both deposition and court testimony in this Case regarding the issues for which KM and Dr. Wheatman are providing expert consulting services and expert testimony, and consulting with Committee counsel regarding depositions and court testimony of any other interested party's witnesses concerning the Bar Date Motion and the bar date noticing program in the Case; and f. such other consulting and advisory services as may be requested by the Committee. Kinsella Media will be paid at the hourly rate of $125 to $600. Kinsella Media will also be reimbursed for reasonable out-of-pocket expenses incurred. Shannon R. Wheatman, partner of Kinsella Media, 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 (a) is not creditors, equity security holders or insiders of the Debtor; (b) has not been, within two years before the date of the filing of the Debtor's chapter 11 petition, directors, officers or employees of the Debtor; and (c) does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor, or for any other reason. Kinsella Media can be reached at: Shannon R. Wheatman Kinsella Media, LLC 2101 L Street NW, Suite 800 Washington, D.C. 20037 Tel: (202) 686-4111 Fax: (202) 293-6961 About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the diocese as a religious corporation in 1958. The diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. It is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The diocese tapped Jones Day as legal counsel; Alvarez & Marsal North America, LLC, as restructuring advisor; Sitrick and Company, Inc., as communications consultant; and Nixon Peabody LLP as special counsel. Epiq Corporate Restructuring, LLC, is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the diocese's Chapter 11 case. The committee is represented by Pachulski Stang Ziehl & Jones LLP. DIOCESE OF SANTA FE: Victims Seeking to Axe Diocese, Says Lawyer ---------------------------------------------------------------- Colleen Heild of Albuquerque Journal reports that an attorney for the Archdiocese of Santa Fe said Monday that his clients are dedicated to a "compassionate and generous" settlement for victims of clergy sexual abuse, but he accused victims' attorneys of seeking to eliminate the "physical presence" of the archdiocese in New Mexico by inquiring into church holdings. The assertion by Albuquerque lawyer Tom Walker was disputed by victims' attorney James Stang during a hearing Monday, December 7, 2020, in the archdiocese's Chapter 11 bankruptcy reorganization. "The suggestion that we are the enemies of this archdiocese is not constructive," Stang responded. "But more importantly, it's not true." The hearing ended without an immediate ruling by U.S. Bankruptcy Court Judge David Thuma of Albuquerque on whether to temporarily halt three lawsuits alleging the fraudulent transfer of about $245 million of archdiocese property to parishes and their trusts before the bankruptcy filing. The archdiocese and parishes want the lawsuits, filed by victims' attorneys, put on hold while they appeal Thuma's Oct. 9, 2020 ruling that granted victims the authority to pursue the cases. Attorneys for victims said it isn't clear that the 10th U.S. Circuit Court of Appeals would even permit an appeal at this point. During the hearing, Walker told the judge the archdiocese has sold some "significant" real estate parcels and hopes to liquidate more assets that aren't "mission-critical." Property considered mission-critical include churches, cemeteries and schools, he said. "We are trying to get the funds available for the settlement that we very, very much want," said Walker, who added that the archdiocese recently made an "offer" to the committee, which represents more than 370 victims of childhood sexual abuse. Walker noted there are 300,000 Catholics in the archdiocese, which covers central and northern New Mexico, adding, "The church will not go away." "The litigants seek to eliminate the physical presence of the church by selling all of its property, so there's resistance to that," Walker told the judge. "We want a compassionate and generous settlement with abuse victims." Stang told the judge that his clients are seeking a determination about what real estate should be considered part of the archdiocese bankruptcy assets that could be available to help pay victims. "Determining what is the property of the estate does not mean properties will be sold," Stang said. There may be disagreement with the archdiocese over what property is mission-critical and what real estate should be the subject of negotiations and mediation, Stang said. But he disputed the notion that his clients want to eliminate the "physical presence" of the archdiocese, New Mexico's largest. The archdiocese is among 29 Catholic dioceses and religious orders in the U.S. that have filed for bankruptcy protection to deal with mounting sexual abuse claims. The archdiocese website lists 79 priests and other Catholic clergy members, many now dead, who have been "credibly accused" of sexual abuse of children in the archdiocese. About the Archdiocese of Santa Fe The Roman Catholic Church of the Archdiocese of Santa Fe -- https://www.archdiosf.org/ -- is an ecclesiastical territory or diocese of the southwestern region of the United States in the state of New Mexico. At present, the Archdiocese of Santa Fe covers an area of 61,142 square miles. There are 93 parish seats and 226 active missions throughout this area. The Archdiocese of Santa Fe sought Chapter 11 protection (Bankr. D.N.M. Case No. 18-13027) on Dec. 3, 2018, to deal with child abuse claims. It reported total assets of $49,184,579 and total liabilities of $3,700,000 as of the bankruptcy filing. Judge David T. Thuma oversees the case. The archdiocese tapped Elsaesser Anderson, Chtd. and Walker & Associates, P.C., as bankruptcy counsel; Stelzner, Winter, Warburton, Flores, Sanchez & Dawes, P.A as special counsel; and REDW, LLC as accountant. DISCOVERY DAY: Court Conditionally Approves Disclosure Statement ---------------------------------------------------------------- Judge Caryl E. Delano has entered an order conditionally approving the Disclosure Statement explaining the Chapter 11 Plan filed by Discovery Day Academy II, Inc. The Court will conduct a hearing on confirmation of the Plan, including timely filed objections to confirmation, objections to the Disclosure Statement, motions for cramdown, applications for compensation, and motions for allowance of administrative claims on Dec. 16, 2020 at 10:30 a.m. in Ft. Myers, FL − Room 4−102, Courtroom E, United States Courthouse, 2110 First Street. Objections to confirmation shall be filed with the Court seven days before the date of the Confirmation Hearing. 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. DOS POTRILLOS: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: Dos Potrillos LLC 524 E 19th Street Long Beach, CA 90806 Chapter 11 Petition Date: December 7, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-20771 Judge: Hon. Barry Russell Debtor's Counsel: Thomas B. Ure, Esq. URE LAW FIRM 800 West 6th Street, Suite 940 Los Angeles, CA 90017 Tel: 213-202-6070 Email: tom@urelawfirm.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by David Romero, manager. The Debtor listed Pacific Loan Management, Inc. as its sole unsecured creditor holding a claim of $2,282,290. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/UKXRNVY/Dos_Potrillos_LLC__cacbke-20-20771__0001.0.pdf?mcid=tGE4TAMA EBONY MEDIA: Old Execs' Ouster Not 'Nefarious," Says New Board -------------------------------------------------------------- Law360 reports that the Chapter 11 case of the owner of long-running Black cultural magazines Ebony and Jet moved forward Tuesday, December 8, 2020, as new board members said there was no "nefarious" intent behind an agreement that saw the old board ousted by a Texas bankruptcy judge in the first week of December 2020. The board members made their report to U. S. Bankruptcy Judge David Jones at a remote status conference that also saw Judge Jones approve a $900,000 financing package for Ebony Media Operations and talk of scheduling an asset auction for next week. Bankruptcy proceedings against Ebony Media began in July 2020. About Ebony Media Ebony Media Holdings LLC is the publisher of Black cultural magazines Ebony and Jet. Creditors Parkview Capital Credit Inc. and David M. Abner & Associates, Plum Studio filed involuntary Chapter 7 petitions against Ebony Media Operations, LLC, and Ebony Media Holdings LLC (Bankr. S.D. Tex. Case No. 20-33665 and 20-33667) on July 23, 2020. The court on Sept. 3, 2020, entered an order approving a stipulation signed by the Debtors and the petitioners to an entry of order for relief in the bankruptcy cases and the conversion of the cases to cases under Chapter 11 of the Bankruptcy Code. The Debtors tapped Pendergraft & Simon, LLP as their legal counsel, FTI Capital Advisors, LLC as investment banker, and The Claro Group, LLC as restructuring advisor. Robert Ogle, senior advisor at Claro Group, is the Debtors' chief restructuring officer. ED'S BEANS: Seeks to Hire Hill Barth as Accountant -------------------------------------------------- Ed's Beans, Inc., and its debtor-affiliates filed an amended application with the U.S. Bankruptcy Court for the Western District of Pennsylvania seeking approval to hire Hill Barth and King, LLC, as accountant. The professional services that Hill Barth will render include the following: a. roll forward of new QuickBooks file; b. obtain QuickBooks license and bill monthly for said license; c. general assistance with Quickbooks bookkeeping questions; d. preparation of federal and state tax returns; e. advice on income tax matters; f. assistance with due diligence projects, including reporting and schedules on an as needed basis; and g. any other accounting services that becomes necessary in the Bankruptcy Case. Hill Barth will be paid at these hourly rates: Associate $110 Senior Associate $140 Manager $200 Senior Manager $220 Senior Director $290 Principal $340 Hill Barth will be paid a retainer in the amount of $3,000. Hill Barth will also be reimbursed for reasonable out-of-pocket expenses incurred. Sean Kocan, partner of Hill Barth and King, LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Hill Barth can be reached at: Sean Kocan HILL BARTH AND KING, LLC 100 Pinewood Lane, Suite 201 Warrendale, PA 15086 Tel: (724) 934-5300 Fax: (724) 934-3762 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. FALL LINE: Subchapter V Plan Confirmed -------------------------------------- Judge Christopher M. Klein of the United States Bankruptcy Court for the Eastern District of California confirms the Chapter 11 Subchapter V Plan of Reorganization of Fall Line Tree Service, Inc. Dick Yost Yaghlegian and Lauren Yaghlegian, trustees of the DLSK Family Trust, opposed the plan, claiming that inventory value was understated. The Plan of Reorganization, filed September 11, 2020, has four classes. Class 1 is the secured claim of Blue Vine Capital for about $25,837.30, for which the lien is retained and the debt is re-amortized over five years with monthly payments of $475.83 and interest at 4%. Class 2 is the secured claim of Amer Sports for about $22,872.00, for which the lien is retained and the debt is paid in a lump sum of $20,957.03 coupled with the return of certain inventory. Class 3 consists of disputed unsecured DLSK claims in the approximate amount of $361,246.25, for which payment will be in seasonable variable amounts totaling no more than 59%, or $213,135.29. Monthly payments of $4,736.34 for January, February, March, July, August, and December, or $2,368.17 for April, May, June, September, October and November, will be made into a "Disputed Claim Reserve Account" to be held pending final claim allowance or other subsequent agreement of the parties. Class 4 consists of general unsecured claims estimated to be $49,989.30, for which payments will be no more than 59%, or $29,493.69, over five years at $487.38 per month. The Plan provides that all projected disposable income of the Debtor for a period of five years, i.e., $366,350, will be applied to make payments under the Plan. All monthly payments to classes 1, 3, and 4 are subject to payment holidays for shutdown of business operations due to the COVID-19 pandemic or other disaster. Lisa A. Holder, the Subchapter V Trustee, supported the plan confirmation and asserted on the record that the Plan met all confirmation standards. Judge Klein held that no admissible evidence was proffered by the Yaghelians as objecting creditors. The essential elements for Chapter 11 Subchapter V plan confirmation are set forth at 11 U.S.C. section 1191, which incorporates with modifications 11 U.S.C. section 1129(a)-(b). Judge Klein said a review of the Plan reveals no deviation from the applicable Bankruptcy Code provisions. The Plan does not discriminate unfairly, and is fair and equitable within the meaning of section 1191(b), he said. The Plan is to take effect on the first business day following the date that is 14 days after the entry of the confirmation order. A full-text copy of Judge Klein's Memorandum Decision dated December 3, 2020, is available at https://tinyurl.com/y6tqah2u from Leagle.com. About Fall Line Tree Service Fall Line Tree Service, Inc., based in Lotus, California, sought protection under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. E.D. Cal. Case No. 20-21548) on March 13, 2020, listing under $1 million in both assets and liabilities. The Debtor tapped Hughey Phillips LLP as its counsel. Lisa A. Holder was appointed Subchapter V Trustee. The Debtor sells retail outdoor sporting goods under the trade name "The Village Board Shop" in South Lake Tahoe, California, and no longer provides arborist services. The sole shareholders of the Debtor, and its operators, are Steve Nichols and Ashley Nichols. The business was purchased by Fall Line Tree Service in May 2018 from Dick Yost Yaghlegian and Lauren Yaghlegian as trustees of the DLSK Family Trust dated June 2, 2008. FASTTRACK FOODS: Seeks to Hire Christopher Pyle CPA as Accountant ----------------------------------------------------------------- Fasttrak Foods, LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire Christopher Pyle, CPA as its accountant. The Debtor wishes to employ the firm to prepare federal partnership tax returns and California limited liability company tax returns for the years ending Dec. 31, 2018 and Dec. 31, 2019, and such additional work as may be agreed to between the Debtor and the firm. Services the accountant will render are: (i) preparation of the Debtor's federal partnership tax returns for tax years ending Dec. 31, 2018 and Dec. 31, 2019; (ii) preparation of California limited liability company tax returns for tax years ending Dec. 31, 2018 and Dec. 31, 2019; and (iii) any and all other accounting, tax, advisory, business advice and services incident and necessary as the Debtor may require of the Firm in connection with preparation and filing of its tax returns. The firm has received an upfront flat fee payment of $2,000 for the services to be performed, including administrative charges and expenses. Christopher Pyle, owner and manager of the firm, assures the court that neither the Firm nor any of its directors, members or staff represent any interest adverse to the estate in the matters on which it is to be retained, and are disinterested persons under Bankruptcy Code Section 101(14). The firm can be reached through: Christopher Pyle, CPA Christopher Pyle CPA 71-687 CA-111 #203 Rancho Mirage, CA 92270 Phone: (760) 328-7200 About Fasttrak Foods LLC Fasttrak Foods, LLC -- http://www.fasttrakfoods.com-- is a California based, family owned, privately held business manufacturer of a broad range of snacks and brands. Its products include popcorn, puffed chips, trail mix, and extruded snacks. Fasttrak Foods filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-15400) on August 7, 2020. The petition was signed by Steven Hamilton, manager. At the time of filing, the Debtor estimated $500,000 to $1 million and $1 million to $10 million in both assets and liabilities. Crystle, J. Lindsey, Esq., at Weintraub & Selth, APC represents Debtor as legal counsel. FDZ HOMES: Case Summary & 9 Unsecured Creditors ----------------------------------------------- Debtor: FDZ Homes, Inc. 1300 N. Hazard Ave. Los Angeles, CA 90063 Business Description: FDZ Homes, Inc. is the owner of five properties in Los Angeles and Palm Springs, California having a total current value of $7.42 million. Chapter 11 Petition Date: December 7, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-20772 Judge: Hon. Ernest M. Robles Debtor's Counsel: Andrew S. Bisom, Esq. THE BISOM LAW GROUP 300 Spectrum Center Drive, Ste. 1575 Irvine, CA 92618 Tel: 714-643-8900 Email: abisom@bisomlaw.com Total Assets: $7,422,233 Total Liabilities: $7,464,153 The petition was signed by Salvador E. Fernandez, president. A copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XPLT7XI/FDZ_Homes_Inc__cacbke-20-20772__0001.0.pdf?mcid=tGE4TAMA FIRST FLORIDA: Gets OK to Hire Shawn Harrison as Special Counsel ---------------------------------------------------------------- First Florida Living Options, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Shawn Harrison Associates, PLLC as special counsel. The firm will assist and advise the Debtor with respect to all matters associated with the pursuit of collections against the Debtor's residents, guarantors, insurance providers, and other responsible parties resulting from the Debtor's provision of services to such parties. Shawn Harrison Associates will be paid by the Debtor and/or its parent corporation, Florida Living Options, Inc., pursuant to the fees and costs itemized in the agreement as well as 25 percent of any amounts collected as a contingency fee after a lawsuit is filed. The hourly rates of Shawn Harrison Associates' professionals are: Shareholders $350 Associates $250 Paralegals $150 Shawn E. Harrison, Esq., a shareholder and litigation attorney at Shawn Harrison Associates, PLLC, disclosed in court filings that the firm is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the estate or the Debtor. The firm can be reached through: Shawn E. Harrison, Esq. SHAWN HARRISON ASSOCIATES, PLLC 5331 Primrose Lake Circle, Suite 100 Tampa, FL 33647 Telephone: (813) 337-6683 Facsimile: (813) 444-9543 E-mail: sharrison@sha-law.com About First Florida Living Options First Florida Living Options LLC, formerly known as Surrey Place of Ocala, conducts its business under the names Hawthorne Health and Rehab of Ocala, Hawthorne Village of Ocala and Hawthorne Inn of Ocala. The company is based in Ocala, Fla. First Florida Living Options filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was signed by John M. Crock, vice president of Florida Living Options. The Debtor was estimated to have $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Judge Jerry A. Funk oversees the case. Johnson Pope Bokor Ruppel & Burns, LLP and Shawn Harrison Associates, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Michael Phillips has been appointed as patient care ombudsman. FRANCESCA'S HOLDINGS: Can Get $15 Million of New DIP Loan --------------------------------------------------------- Law360 reports that women's fashion boutique Francesca's received permission Tuesday, December 8, 2020, from a Delaware bankruptcy judge to tap into its debtor-in-possession financing and borrow up to $15 million under the loan package. During a virtual first-day hearing, debtor attorney Maria DiConza of O'Melveny & Myers LLP said the post-petition borrowing was a critical part of the debtor's Chapter 11 plans as it would help bridge its cash needs following the holiday season and fund its sale efforts, anticipated to wrap up in mid-January. The DIP loan is being provided by existing prepetition lender Tiger Finance LLC, which is making $25 million available in total. 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, Francesca's operates 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. and three affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 20-13076) on Dec. 3, 2020. Francesca's disclosed $264,700,000 in assets and $290,500,000 in liabilities as of Nov. 1, 2020. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped O'MELVENY & MYERS LLP as general bankruptcy counsel; and FTI CAPITAL ADVISORS LLC as financial advisor and investment banker. RICHARDS, LAYTON & FINGER, P.A., is the local counsel. A&G REALTY PARTNERS is the real estate advisor. TIGER CAPITAL GROUP, LLC is the store closure sales consultant. STRETTO is the claims agent. GARRISON SHORTSTOP: Case Summary & 16 Unsecured Creditors --------------------------------------------------------- Debtor: Garrison Shortstop, LLC 75-91 Garrison Lane f/k/a Formerly 51 Garrison Garrison, KY 41141 Business Description: Garrison Shortstop, LLC is a privately held company that sells fuel. Chapter 11 Petition Date: December 1, 2020 Court: United States Bankruptcy Court Eastern District of Kentucky Case No.: 20-10262 Judge: Hon. Tracey N. Wise Debtor's Counsel: Michael B. Baker, Esq. THE BAKER FIRM, PLLC 301 W. Pike Street Covington, KY 41011 Tel: (859) 647-7777 Fax: (859) 647-779 Email: mbaker@bakerlawky.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Lucinda Applegate, member. A copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FC3ASGY/Garrison_Shortstop_LLC__kyebke-20-10262__0001.0.pdf?mcid=tGE4TAMA GREENPOINT TACTICAL: Committee Taps Corporate Governance Consultant ------------------------------------------------------------------- The official committee of equity security holders appointed in the Chapter 11 cases of Greenpoint Tactical Income Fund, LLC (GTIF) and GP Rare Earth Trading Account LLC (GPRE) seeks approval from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Jonathan Macey, the Sam Harris Professor of Corporate Law, Corporate Finance and Securities Law at Yale University, and Professor in the Yale School of Management, as its corporate governance consultant. Professor Macey will perform these services: (i) analyze and advise the committee on issues and matters relevant to the Debtors' corporate governance as it relates to issues in connection with the Plan and confirmation thereof; (ii) provide testimony related to the Plan or confirmation thereof in a deposition and/or evidentiary hearing related to confirmation of the Plan; and (iii) if necessary, prepare a reply to a report of any expert the Debtors submit in rebuttal to Professor Macey's report. Subject to the Court's approval, Professor Macey will charge for his services on flat fee basis, divided into three stages: (1) a $30,000 fee to review documents and prepare a report, (2) a $20,000 fee to prepare for and testify at a deposition and/or an evidentiary hearing, and (3) if the Debtors submit an expert report in rebuttal to Macey's Report and the committee seeks and is granted leave to file a reply, a $10,000 fee to prepare a reply report. The Debtors' estates shall be responsible for all expenses incurred by Professor Macey in connection with services related to the engagement. Professor Macey disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Professor Macey can be reached at: Jonathan Macey Yale Law School 127 Wall Street New Haven, CT 06511 Telephone: (203) 432-7913 E-mail: jonathan.macey@yale.edu About Greenpoint Tactical Income Fund Greenpoint Tactical Income Fund LLC is a Wisconsin limited liability company with its principal place of business in Madison, Wisconsin. Greenpoint Tactical Income Fund is a private investment fund. GP Rare Earth Trading Account LLC is a wholly owned subsidiary of Greenpoint Tactical Income Fund. GP Rare Earth is the entity that holds the gems and minerals. Greenpoint Tactical Income Fund LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wis. Case No. 19-29613) on October 4, 2019. The petition was signed by Honorable Michael G. Halfenger. At the time of filing, Greenpoint Tactical estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. GP Rare Earth estimated assets of $100 million to $500 million and liabilities of $10 million to $50 million. The Debtors are represented by Steinhilber Swanson LLP. On December 5, 2019, the Office of the United States Trustee appointed an official committee of equity security holders of these chapter 11 cases. The committee tapped Phoenix Management Services, LLC as financial advisor and Jonathan Macey as its corporate governance consultant and expert witness testimony provider. GUITAR CENTER: Seeks Approval to Hire Milbank LLP as Counsel ------------------------------------------------------------ Guitar Center, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Milbank LLP as their counsel. Milbank will perform these legal services: (a) advise the Debtors with respect to their rights, powers, and duties as debtors-in-possession in the operation of their businesses and the management of their properties; (b) advise the Debtors in connection with the restructuring of the Debtors' financial obligations; (c) advise and consult on the conduct of these cases; (d) advise the Debtors and take all necessary or appropriate actions at the Debtors' direction with respect to protecting and preserving the Debtors' estates; (e) attend meetings and negotiate with parties-in-interest; (f) draft all pleadings necessary or otherwise appropriate in connection with the administration of these cases; (g) represent the Debtors in connection with continued use of cash collateral and post-petition financing; (h) provide advice, represent and take all necessary or appropriate actions in connection with legal bankruptcy issues, strategic transactions, asset sale transactions, real estate, intellectual property, employee benefits, business and commercial litigation, regulatory, corporate and tax matters, and prosecution and settlement of claims both against and by the Debtors; (i) advise the Debtors in connection with any possible sale of assets and similar or related transactions; (j) advise the Debtors concerning assumptions, assignments, and rejections of executory contracts and unexpired leases; (k) advise the Debtors in connection with various employee-related matters; (l) advise the Debtors in connection with tax matters; (m) appear before the Court and any appellate courts to represent the interests of the Debtors' estates; (n) take all necessary or appropriate actions as may be required in connection with the administration of the Debtors' estates; and (o) perform all other legal services in connection with these cases as may be requested by the Debtors. The standard hourly rates charged by Milbank: Partners $1,215 - $1,615 Counsel $1,175 - $1,315 Associates $475 - $1,045 Legal Assistants $240 - $385 Milbank will charge the Debtors for all disbursements and expenses incurred in rendering its professional services. In the one-year period prior to the Petition Date, Milbank received payments from the Debtors totaling $6,380,820.41, including retainer payments of $5,477,736.71. As of the Petition Date, Milbank continued to hold a retainer of $200,588.19. Milbank 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. Milbank did not agree to a variation of its standard or customary billing arrangements for its engagement in these chapter 11 cases. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of Milbank's professionals included in this engagement have varied their rate based on the geographic location of these cases. 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: Milbank represented the Debtors in the twelve months prior to the Petition Date. The billing rates and material financial terms in connection with such representation have not changed post-petition, but will be subject to annual and customary firm-wide adjustments to Milbank's hourly rates in the ordinary course of Milbank's business. Question: Has your client approved your prospective budget and staffing plan, and, if so for what budget period? Response: The Debtors and Milbank intend to develop a prospective budget and staffing plan in a reasonable effort to comply with the U.S. Trustee's requests for information and additional disclosures. Consistent with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Michael W. Price, a partner in the Financial Restructuring Group of Milbank LLP, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code, and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Dennis F. Dunne, Esq. Andrew M. Leblanc, Esq. Michael W. Price, Esq. Lauren C. Doyle, Esq. MILBANK LLP 55 Hudson Yards New York, NY 10001 Telephone: (212) 530-5000 Facsimile: (212) 530-5219 - and – Thomas R. Kreller, Esq. MILBANK LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Telephone: (424) 386-4000 Facsimile: (213) 629-5063 About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business -- Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Guitar Center, Inc., and 7 of affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21, 2020. Guitar Center was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Milbank LLP as general bankruptcy counsel; Houlihan Lokey Inc. as investment banker; Berkeley Research Group LLC as operational and financial advisor; Hunton Andrews Kurth LLP as local bankruptcy counsel; Lyons, Benenson & Company Inc. as compensations consultant; A&G Realty Partners, LLC as real estate consultant and advisor; and KPMG LLP to provide audit, tax compliance and consulting services. Prime Clerk LLC is the claims agent. Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad hoc group of Secured Noteholders and Province is serving as financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Ares Management Corporation. Debevoise & Plimpton LLP is serving as legal counsel to Brigade Capital Management and GLC Advisors & Co. is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to The Carlyle Group. GUITAR CENTER: Seeks to Hire Houlihan Lokey as Investment Banker ---------------------------------------------------------------- Guitar Center, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Houlihan Lokey Capital, Inc. as their investment banker. Houlihan Lokey will perform these professional services: (a) evaluate the Debtors' strategic options; (b) review and analyze the Debtors' business, operations and financial projections; (c) evaluate the Debtors' potential debt capacity and assist in the determination of a capital structure for the Debtors; (d) advise the Debtors on tactics and strategies for negotiating with current and potential creditors, lenders and equity investors. (e) assist the Debtors in the development and distribution of selected information, documents and other materials, including, if appropriate, advise the Debtors in the preparation of an offering memorandum; (f) assist the Debtors in soliciting, coordinating and evaluating indications of interest and proposals regarding any Transaction(s) from current and potential creditors, lenders, equity investors, acquirers and/or strategic partners; (g) assist the Debtors with the negotiation of any Transaction(s); (h) provide expert advice and testimony regarding financial matters related to any Transaction(s) effectuated in bankruptcy court, if necessary; (i) attend meetings of the Debtors' Board of Directors, creditor groups, official committees, if any, and other interested parties, as the Debtors and Houlihan Lokey mutually agree; and (j) provide such other financial advisory and investment banking services as may be agreed upon by Houlihan Lokey and the Debtors and required by additional issues and developments not anticipated on the effective date of the Engagement Letter. Houlihan Lokey will use reasonable efforts to coordinate with the Debtors' other retained professionals to avoid the duplication of services. Subject to the Court's approval, the Debtors have agreed to pay Houlihan Lokey through this fee structure: (i) Monthly Fee: $150,000. (ii) Restructuring Transaction Fee: 1. $10,500,000 upon the earlier to occur of: (a) in the case of an out-of-court Restructuring Transaction, the closing of such Restructuring Transaction; and (b) in the case of an in-court Restructuring Transaction, the date of confirmation of a plan of reorganization or liquidation under Chapter 11 or Chapter 7 of the Bankruptcy Code. (iii) Financing Fee: 1. Upon the closing of each Financing Transaction: (a) 0.95 percent of the gross proceeds of any indebtedness that is secured by a lien (including any DIP financing); (b) 2.90 percent of the gross proceeds of any indebtedness that is unsecured or any secured or unsecured indebtedness with warrants attached; and (c) 3.75 percent of the gross proceeds of all equity or equity-linked securities. 2. Notwithstanding the above, should any Financing Transaction be executed as a broadly syndicated debt financing, the Financing Fee shall be the lesser of (i) the amounts in (a), (b) and (c) above, and (ii) 35 percent of the aggregate fees paid to the arrangers or underwriters in such Syndicated Financing. 3. Houlihan Lokey will credit 50 percent of any Financing Transaction Fee actually paid to Houlihan Lokey towards any Restructuring Transaction Fee or Sale Transaction Fee. 4. Furthermore, notwithstanding the above, Houlihan Lokey has agreed not to charge any fees for services done in connection with any exit financing transaction that is in the form of an asset-based loan or that represents an amendment, replacement or refinancing of the Credit Agreement. (iv) Sale Transaction Fee: 1. For Aggregate Gross Consideration up to $1,000 million: 1.15 percent of such Aggregate Gross Consideration; plus 2. For Aggregate Gross Consideration greater than $1,000 million: 2.50 percent of the amount of such Aggregate Gross Consideration in excess of $1,000 million. (v) Limitation: In no event will Houlihan Lokey be entitled to receive: (a) both a Restructuring Transaction Fee and a Sale Transaction Fee; or (b) more than one Restructuring Transaction Fee or Sale Transaction Fee. The Debtors will, upon Houlihan Lokey's request, reimburse Houlihan Lokey for its reasonable and documented out-of-pocket expenses incurred from time to time prior to the expiration or termination of the Engagement Letter, but in no event greater than $50,000 without the Debtors' prior approval. According to Houlihan Lokey's books and records, during the 90-day period prior to the Petition Date, the Debtors paid Houlihan Lokey $6,656,0136 for professional services and expenses to assist with evaluating the Debtors' capital structure and various strategic options. Eric Winthrop, a managing director in the Financial Restructuring Group of Houlihan Lokey Capital, 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 and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Eric Winthrop HOULIHAN LOKEY CAPITAL, INC. 10250 Constellation Blvd., 5th Fl. Los Angeles, CA 90067 Telephone: (310) 553-8871 Facsimile: (310) 553-2173 About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business -- Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Guitar Center, Inc., and 7 of affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21, 2020. Guitar Center was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Milbank LLP as general bankruptcy counsel; Houlihan Lokey Inc. as investment banker; Berkeley Research Group LLC as operational and financial advisor; Hunton Andrews Kurth LLP as local bankruptcy counsel; Lyons, Benenson & Company Inc. as compensations consultant; A&G Realty Partners, LLC as real estate consultant and advisor; and KPMG LLP to provide audit, tax compliance and consulting services. Prime Clerk LLC is the claims agent. Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad hoc group of Secured Noteholders and Province is serving as financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Ares Management Corporation. Debevoise & Plimpton LLP is serving as legal counsel to Brigade Capital Management and GLC Advisors & Co. is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to The Carlyle Group. GUITAR CENTER: Seeks to Tap Berkeley Research as Financial Advisor ------------------------------------------------------------------ Guitar Center, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Berkeley Research Group, LLC (BRG) as financial advisor. Milbank will perform these legal services: (a) Support the development of restructuring plans, financing, and strategic alternatives for maximizing the enterprise value of the Debtors; (b) Prepare various financial analyses to support restructuring alternatives as necessary; (c) Advise the Debtors in connection with negotiating with existing lenders and other stakeholders; (d) Provide advice to management on cash conservation measures and liquidity forecasting after analyzing and stress testing weekly cash flows under various scenarios; (e) Assist the Debtors with the communications and negotiations with various third parties; (f) Other services as requested or directed by the Debtors' CFO, CEO, the board of directors or other personnel as authorized by the foregoing and agreed to by BRG; and (g) If a chapter 11 filing were to become necessary, assist the Debtors with activities relating to the bankruptcy. The services to be provided by BRG will compliment, and not duplicate, the services to be rendered by other professionals retained in these cases. BRG will be paid at these standard hourly rates: Managing Director $825 - $1,095 Director $625 - $835 Professional Staff $295 - $740 Support Staff $125 - $260 In addition, BRG will be paid a completion fee of $750,000 in the event a going concern restructuring or sale transaction is consummated with respect to all or substantially all of the Debtors' assets or equity interests. BRG will seek reimbursement for reasonable and necessary out-of-pocket expenses incurred in connection with this engagement. BRG received unapplied advance payments from the Debtors in the amount of $350,000. During the 90-day period prior to the Petition Date, the Debtors paid BRG $939,536 for professional services performed and expenses incurred. Robert J. Duffy, a managing director of Berkeley Research Group, LLC, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Robert J. Duffy BERKELEY RESEARCH GROUP, LLC 99 High Street, Suite 2700 Boston, MA 02110 Telephone: (617) 925-4018 Facsimile: (857) 233-4434 E-mail: bduffy@thinkbrg.com About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business -- Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Guitar Center, Inc., and 7 of affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21, 2020. Guitar Center was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Milbank LLP as general bankruptcy counsel; Houlihan Lokey Inc. as investment banker; Berkeley Research Group LLC as operational and financial advisor; Hunton Andrews Kurth LLP as local bankruptcy counsel; Lyons, Benenson & Company Inc. as compensations consultant; A&G Realty Partners, LLC as real estate consultant and advisor; and KPMG LLP to provide audit, tax compliance and consulting services. Prime Clerk LLC is the claims agent. Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad hoc group of Secured Noteholders and Province is serving as financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Ares Management Corporation. Debevoise & Plimpton LLP is serving as legal counsel to Brigade Capital Management and GLC Advisors & Co. is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to The Carlyle Group. GUITAR CENTER: Seeks to Tap Hunton Andrews as Bankruptcy Counsel ---------------------------------------------------------------- Guitar Center, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Hunton Andrews Kurth LLP as their local bankruptcy counsel. Hunton Andrews Kurth will perform these legal services in coordination with co-counsel Milbank LLP: (a) perform all necessary services as the Debtors' Virginia bankruptcy co-counsel; (b) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their businesses and properties; (c) attend meetings and negotiate with creditors and other parties-in-interest; (d) take all necessary action to protect and preserve the Debtors' estates; (e) prepare, or coordinate preparation of, on behalf of the Debtors, all motions, applications, answers, orders, reports and papers necessary to the administration of the Debtors' estates; (f) take any necessary action on behalf of the Debtors to obtain approval of a disclosure statement and confirmation of a plan of reorganization on behalf of the Debtors; (g) advise and assist the Debtors in connection with any offers to provide debtor-in-possession financing and/or exit financing; (h) appear before the Court, any appellate courts and the United States Trustee and protect the interests of the Debtors' estates before those Courts and the United States Trustee; and (i) perform all other necessary legal services to the Debtors in connection with these chapter 11 cases as requested by the Debtors or by Milbank on behalf of the Debtors. The hourly rates of Hunton's attorneys and paralegal whom are expected to have primary responsibility for the representation of the Debtors in these cases are: Tyler P. Brown, Partner $970 Justin F. Paget, Counsel $660 Jennifer E. Wuebker, Associate $525 Tina L. Canada, Paralegal $270 The Debtors also have agreed that Hunton shall be reimbursed for all actual out-of-pocket expenses incurred by the firm on the Debtors' behalf. Before the Petition Date, Hunton received $251,197.69 as payment for fees and expenses incurred in connection with the Debtors' financial restructuring efforts before the Petition Date. The Debtors do not owe Hunton any outstanding amounts as of the Petition Date. As of the Petition Date, Hunton holds $139,090.31 of the original amount of the advance payment retainer, having applied $10,909.69 of the advance payment retainer to cover a portion of the bankruptcy filing fees associated with these chapter 11 cases. Hunton 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: Other than the discount discussed above, Hunton did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case? Response: None of the professionals from Hunton included in this engagement have varied or will vary their rate based on the geographic location of the bankruptcy case. 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: The billing rates and material financial terms for Hunton's prepetition engagement by the Debtors are set forth herein. No adjustments were made to either the billing rates or the material financial terms of Hunton's employment by the Debtors as a result of the filing of these chapter 11 cases. Tyler P. Brown, a partner with Hunton Andrews Kurth 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 and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Tyler P. Brown, Esq. Justin F. Paget, Esq. Jennifer E. Wuebker, Esq. HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, VA 23219 Telephone: (804) 788-8200 Facsimile: (804) 788-8218 About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business -- Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Guitar Center, Inc., and 7 of affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21, 2020. Guitar Center was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Milbank LLP as general bankruptcy counsel; Houlihan Lokey Inc. as investment banker; Berkeley Research Group LLC as operational and financial advisor; Hunton Andrews Kurth LLP as local bankruptcy counsel; Lyons, Benenson & Company Inc. as compensations consultant; A&G Realty Partners, LLC as real estate consultant and advisor; and KPMG LLP to provide audit, tax compliance and consulting services. Prime Clerk LLC is the claims agent. Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad hoc group of Secured Noteholders and Province is serving as financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Ares Management Corporation. Debevoise & Plimpton LLP is serving as legal counsel to Brigade Capital Management and GLC Advisors & Co. is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to The Carlyle Group. GUITAR CENTER: Taps A&G Realty Partners as Real Estate Consultant ----------------------------------------------------------------- Guitar Center, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ A&G Realty Partners, LLC as their real estate consultant and advisor. A&G will perform these professional services: (a) review the Debtors' portfolio of leases and assist the Debtors in developing an overall strategy with respect to same; (b) provide the Debtors with advice and guidance related to individual financial and non-financial lease restructuring opportunities; (c) negotiate with the applicable landlords on behalf of the Debtors to obtain Lease Modifications; (d) provide weekly (or more frequent if requested by the Debtors) updates to the Debtors regarding the matters relating to the Leases; (e) assist the Debtors' internal team and legal counsel in resolving business problems that may arise; and (f) prepare deal sheets to reflect revised terms. The services of A&G will complement, and not duplicate, the services being rendered by the Debtors' other retained professionals. For each Monetary Lease Modification obtained by A&G on behalf of the Debtors, A&G will be paid a fee in the amount of 3 percent of the Occupancy Cost Savings per Lease. A&G will seek reimbursement for reasonable and necessary out-of-pocket expenses incurred in connection with this engagement. A&G has received a retainer in the amount of $100,000 before the Petition Date as security for the payment of all post-petition fees and expenses owed to A&G under the Services Agreement. A&G has not drawn on the security retainer and still maintains the full $100,000 security retainer as of the date of this application. In addition to the security retainer, in the 90-day period prior to the Petition Date, A&G received $67,659 from the Debtors on November 12, 2020 for professional services performed. Emilio Amendola, a co-president of A&G Realty Partners, LLC, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Emilio Amendola A&G REALTY PARTNERS, LLC 445 Broadhollow Road, Suite 410 Melville, NY 11747 Telephone: (631) 420-0044 E-mail: emilio@agrep.com About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business -- Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Guitar Center, Inc., and 7 of affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21, 2020. Guitar Center was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Milbank LLP as general bankruptcy counsel; Houlihan Lokey Inc. as investment banker; Berkeley Research Group LLC as operational and financial advisor; Hunton Andrews Kurth LLP as local bankruptcy counsel; Lyons, Benenson & Company Inc. as compensations consultant; A&G Realty Partners, LLC as real estate consultant and advisor; and KPMG LLP to provide audit, tax compliance and consulting services. Prime Clerk LLC is the claims agent. Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad hoc group of Secured Noteholders and Province is serving as financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Ares Management Corporation. Debevoise & Plimpton LLP is serving as legal counsel to Brigade Capital Management and GLC Advisors & Co. is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to The Carlyle Group. GUITAR CENTER: Taps KPMG to Provide Audit and Tax Services ---------------------------------------------------------- Guitar Center, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ KPMG LLP to provide audit, tax compliance and consulting services. KPMG will perform these professional services: A. Audit Services (a) Audit of consolidated balance sheets of Debtors as of February 1, 2021 and February 3, 2020; (b) Audit the related consolidated statements of operations, preferred stock and stockholders' deficit, and cash flows for the years ended February 1, 2021, February 3, 2020, and February 2, 2019 and the related notes to the consolidated financial statements; (c) Following the review of interim financial information for the period ended August 1, 2020 and 2019, provide written report; (d) Comfort Letter for debt offering; and (e) Consultations and research on special business of financial issues regarding special audit-related projects. B. Tax Compliance Services (a) Preparation of state and local transaction tax returns and supporting schedules for the reporting periods January 2020 through December 2022 for the entities and jurisdictions identified in Appendix II of the engagement letter dated January 22, 2020 and addendum to the engagement letter dated September 21, 2020; (b) Routine correspondence received from tax authorities associated with the tax returns prepared by KPMG; (c) Prepare federal, state and local income tax returns and supporting schedules for the 2019 tax year based on the list of returns identified in Appendix II of the engagement letter dated February 26, 2020; and (d) Preliminary engagement planning activities related to the federal, state and local tax returns for the immediately succeeding tax year. C. Tax Consulting Services (a) General tax consulting services on matters regarding Transaction Tax Compliance Services. (b) General tax consulting services on matters regarding federal, state and local income tax returns (FS&L) Tax Compliance Services for which the Debtors seek KPMG's advice, both written and oral. (c) Provide analysis as to the federal, state, and local tax consequences of the restructuring and the Tax Restructuring Services. (d) Provide a transfer pricing planning analysis and planning memorandum outlining KPMG's analysis of the functions, risks and assets and the related economic analysis with the following intercompany transactions in line with the US transfer pricing regulations. (e) Provide tax consulting services with respect to computing and documenting the Employee Retention Credit (ERC) pursuant to Section 2301 of the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The services to be provided by KPMG will complement, and not duplicate, the services being rendered by other professionals retained in these cases. KPMG and the Debtors have agreed to a fixed fee of $1,010,000 for services relating to audit services. Approximately $200,000 of the fixed fee was paid prepetition. The Debtors have agreed to an additional fixed fee of between $90,000 and $120,000 for the reports. The hourly rates for any audit out-of-scope services rendered by KPMG in these cases are: Partners $565 - $670 Senior Managers/Directors $475 - $570 Managers $415 - $490 Senior Associates $370 - $390 Associates $225 - $275 The fixed fees for the FS&L Tax Compliance Fixed Fees are $125,000 and those fees were paid prepetition. The fees for tax consulting services regarding FS&L Compliance Services are based on hourly rates, the majority of which reflect a reduction of approximately 40% from KPMG's normal and customary rates for professionals involved in providing these services: Partners $745 Senior Managers $675 Managers $530 Senior Associates $385 Associates $290 The fees for transaction tax consulting services regarding Transaction Tax Compliance Services are based on hourly rates, the majority of which reflect a reduction of approximately 25% from KPMG's normal and customary rates for professionals involved in providing these services. Partners $930 Senior Managers $840 Managers $660 Senior Associates $480 Associates $360 In addition, a technology fee in the amount of $7,000 is billed during the first month of each engagement year, subject to change for subsequent years. KPMG's requested compensation for Tax Restructuring Services rendered to the Debtors will be based upon the hours actually expended by each assigned staff member at each staff member's hourly billing rate below: Partners/Principals $965 Managing Directors $900 Senior Managers $840 Managers $785 Senior Associates $600 Associates $365 Paraprofessionals $295 KPMG's requested compensation for Transfer Pricing Services rendered to the Debtors will be based upon the hours actually expended by each assigned staff member at each staff member's hourly billing rate below: Partners/Principals $840 - $948 Managing Directors $816 - $912 Senior Managers $720 Managers $624 Senior Associates $516 Associates $312 Paraprofessionals $228 KPMG's requested compensation for ERC Services rendered to the Debtors will be based upon the hours actually expended by each assigned staff member at each staff member's hourly billing rate below: Partners/Principals $870 Managing Directors $870 Senior Managers $785 Managers $615 Senior Associates $450 Associates $340 KPMG also will seek reimbursement for reasonable necessary expenses incurred in connection with services provided in these cases. According to KPMG's books and records, during the 90-day period prior to the Petition Date, KPMG received $830,710 from the Debtors for professional services performed and expenses incurred, which includes $300,000 as a retainer. Ryan A. Hall, a Certified Public Accountant and a partner of KPMG 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 and does not hold or represent an interest adverse to the Debtors' estates. The firm can be reached through: Ryan A. Hall KPMG LLP 21700 Oxnard Street, Suite 1800 Woodland Hills, CA 91367-3642 Telephone: (818) 227-6900 Facsimile: (213) 622-1217 About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business -- Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Guitar Center, Inc., and 7 of affiliates sought Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 20-34656) on Nov. 21, 2020. Guitar Center was estimated to have $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped Milbank LLP as general bankruptcy counsel; Houlihan Lokey Inc. as investment banker; Berkeley Research Group LLC as operational and financial advisor; Hunton Andrews Kurth LLP as local bankruptcy counsel; Lyons, Benenson & Company Inc. as compensations consultant; A&G Realty Partners, LLC as real estate consultant and advisor; and KPMG LLP to provide audit, tax compliance and consulting services. Prime Clerk LLC is the claims agent. Stroock & Stroock & Lavan LLP is serving as legal counsel to an ad hoc group of Secured Noteholders and Province is serving as financial advisor. Kirkland & Ellis LLP is serving as legal counsel to Ares Management Corporation. Debevoise & Plimpton LLP is serving as legal counsel to Brigade Capital Management and GLC Advisors & Co. is serving as financial advisor. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to The Carlyle Group. GULF STATES: Ally Claims Based on Retail Contract Treated Unsecured ------------------------------------------------------------------- Gulf States Transportation, LLC filed the First Amended Disclosure Statement describing its Plan of Reorganization on December 8, 2020. Class 5 consists of the Claims of Ally Bank. Ally Bank's secured claims, Ally Contract 1, Ally Contract 2, Ally Contract 3, and Ally Contract 4, Ally Contract 5, and Ally Contract 6, will receive monthly installments. Any and all other claims of Ally Bank that are based on any Retail Installment Sale Contract executed by the Debtor in favor of Ally Bank will be treated as an unsecured claim and such claim will be treated as Class 6 claims and paid in accordance with the provisions of Class 6. The Debtor may and reserves the right, post-Confirmation, to pay and satisfy, in full, any Allowed Secured Claim of Ally Bank via the transfer of title to and the surrender to Ally Bank of any vehicle comprising its collateral under Ally Contract 1, Ally Contract 2, Ally Contract 4, Ally Contract 5 or Ally Contract 6. Each of the Allowed Unsecured Claims of the Creditors in Class 6 will be paid, without interest, from the Plan Distribution Account, on a pro rata basis, after payment of (i) Class 1 Claims (i.e., Administrative Expense Claims), (ii) the monthly Plan payments required to Class 2 Creditors (i.e., the IRS and the LADR), (iii) the monthly Plan payments to Class 3 Creditors (none known at present), (iv) the monthly Plan payments required to the Class 4 Creditor (i.e., Home Bank), and (v) the monthly Plan payments required to the Class 5 Creditor (i.e., Ally Bank) under the Plan. The Plan contemplates the Debtor's continuing to lease the real property on which it conducts its business operations (i.e., 5210 Lapalco Blvd., Suite H, Marrero, Louisiana 70072-4269), which property is leased from Peoples Reality on a month-to-month basis. The Plan also contemplates the Debtor continuing its operations (i.e., the providing of passenger transportation services, via the utilization of its 9 passenger vans, to its customers). The monies generated or Net Income generated from the Debtor's business operations over a period of 60 months post-Effective Date shall be utilized to pay the Claims of Creditors as set forth in the Plan. A full-text copy of the First Amended Disclosure Statement dated December 8, 2020, is available at bit.ly/33WWOx0 from PacerMonitor at no charge. 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. HERTZ CORP: Seeks to Expand Scope of Ernst & Young's Services ------------------------------------------------------------- The Hertz Corporation and its affiliates filed a supplemental application seeking authority from the U.S. Bankruptcy Court for the District of Delaware to expand the scope of services to be provided by Ernst & Young, LLP as their audit and tax provider. EY and the Debtors entered into a new engagement letter dated as of Oct. 1, 2020, whereby the Debtors engaged EY to audit and report on certain financial statements of The Hertz Corporation for the years ending Dec. 31, 2018 and Dec. 31, 2019. EY estimates that the fees for the Supplemental Services will be $660,000 for audit services for the 2019 financial statements, and $1,237,500 for the 2018 financial statements, for a total of $1,897,500. Mike Brennan, partner of Ernst & Young LLP assured the court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Ernst & Young can be reached at: Mike Brennan ERNST & YOUNG LLP 201 North Franklin Street, Suite 2400 Tampa, FL 33602 Telephone: (813) 225-4800 About Hertz Corp. Hertz Corp. and its subsidiaries operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. They also operate a vehicle leasing and fleet management solutions business. Visit http://www.hertz.comfor more information. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors have tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee has tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ernst & Young LLP provides audit and tax services to the committee. HI-CRUSH INC: CEO & Founder Departs as Company Exits Chapter 11 --------------------------------------------------------------- Reuters reports that Robert Rasmus, the founder of oilfield services firm Hi-Crush Inc who profited as the business spiraled into bankruptcy, lost his positions at the firm in a recent restructuring, according to company postings. Rasmus was replaced as CEO last November 2020 by Dirk Hallen, former chief executive of oilfield firm Pronghorn Logistics, and was replaced as board chairman by Colin Leonard, a partner at energy investor Clearlake Capital Group. Rasmus no longer appears on a company website that lists its directors. Hi-Crush earlier announced that effective October 9, 2020, the Company has successfully completed its financial restructuring and emerged from Chapter 11 bankruptcy. About Hi-Crush Inc. Hi-Crush Inc. -- http://www.hicrushinc.com/-- is a fully-integrated provider of proppant and logistics services for hydraulic fracturing operations, offering frac sand production, advanced wellsite storage systems, flexible last mile services, and innovative software for real-time visibility and management across the entire supply chain. The Company's strategic suite of solutions provides operators and service companies in all major U.S. oil and gas basins with the ability to build safety, reliability and efficiency into every completion. Hi-Crush and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-33495) on July 12, 2020. As of March 31, 2020, Debtors had total assets of $953.082 million and total liabilities of $699.137 million. Judge David R. Jones oversees the cases. The Debtors tapped Hunton Andrews Kurth LLP and Latham & Watkins LLP as their legal counsel, Alvarez & Marsal North America LLC as financial advisor, and Lazard Freres & Co. LLC as investment banker. Kurtzman Carson Consultants LLC is the claims and noticing agent and solicitation agent. HIGHLAND CAPITAL: Sues Former CEO for 'Threats' During Bankruptcy ----------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Highland Capital Management LP sued its former CEO James Dondero, alleging he interfered with the bankrupt investment firm's reorganization efforts and made threatening remarks. Mr. Dondero should be subject to a preliminary injunction barring him from undermining Highland's current CEO and chief restructuring officer James R. Seery Jr., the investment advisory firm said in a complaint Monday, December 7, 2020, with the U.S. Bankruptcy Court for the Northern District of Texas. Mr. Dondero, who founded Highland in 1993, served as president and CEO until January 2021, when he agreed to cede control of the company to an independent board as part of a settlement with creditors. About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital is the world's largest non-bank buyer of leveraged loans in 2007. It also manages collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Collateralized loan obligations are created by bundling together loans and repackaging them into new securities. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. IDAVM GROUP: Has Until Jan. 31, 2021 to File Plan & Disclosures --------------------------------------------------------------- Judge LaShonda A. Hunt has entered an order within which the deadline for Debtors IDAVM Group Enterprises, Inc., IDAVM Multi Group Enterprises, Inc., Marinov Enterprises, Inc., Marinov IM Power, Inc., Marino IM Power, Inc., Valmar Enterprises, Inc., and Valrite Enterprises, Inc. to file a Chapter 11 Plan and a Disclosure Statement is extended to January 31, 2021. A full-text copy of the order dated December 3, 2020, is available at https://tinyurl.com/yyuy4pqy from PacerMonitor at no charge. The Debtors are represented by: Ben Schneider Schneider & Stone 8424 Skokie Blvd., Suite 200 Skokie, IL 60077 About IDAVM Group IDAVM Group Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 20-01941) on Jan. 23, 2020. The Debtor was estimated to have less than $1 million in both assets and liabilities. Ben Schneider, Esq. of SCHNEIDER & STONE is the Debtor's counsel. IMPERIAL PREMIUM: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Imperial Premium Finance, LLC. About Imperial Premium Finance Imperial Premium Finance, LLC, operates in the financial services industry. Imperial Premium Finance, LLC, based in Boca Raton, FL, filed a Chapter 11 petition (Bankr. D. Del. Case No. 20-12694) on Oct. 26, 2020. In its petition, the Debtor was estimated to have up to $50,000 in assets and $1 million to $10 million in liabilities. The petition was signed by Miriam Martinez, CFO of Emergent Capital, Inc., sole member of Imperial Premium Finance, LLC. The Hon. Brendan Linehan Shannon presides over the case. Pachulski Stang Ziehl & Jones, LLP serves as bankruptcy counsel to the Debtor. Curtis Mallet-Prevost Colt & Mosle LLP, is the special litigation counsel. INTELSAT SA: Seeks Court Nod to Pay Execs Bonuses During Bankruptcy ------------------------------------------------------------------- Maria Chutchian of Reuters reports that satellite communications provider Intelsat is seeking approval of an incentive plan that would allow eight executives to receive up to $21.9 million in bonus payments in 2021. The Luxembourg-based company, which is represented by Kirkland & Ellis, said in a motion filed on Monday, December 7, 2020, that the bonus plan is necessary as its senior management works to negotiate a restructuring plan and meet certain requirements from the U.S. Federal Communications Commission to clear spectrum it uses so it can be repurposed for 5G networks. Intelsat, one of the largest satellite operators in the world, filed for Chapter 11 protection in May with $14.5 billion in debt. About Intelsat SA Intelsat S.A. -- www.intelsat.com -- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. The Company is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. ITRON INC: Moody's Downgrades CFR to B1, Outlook Stable ------------------------------------------------------- Moody's Investors Service downgraded its ratings for Itron, Inc., including the company's corporate family rating and probability of default rating (to B1 and B1-PD, respectively, from Ba3 and Ba3-PD), and its senior unsecured debt rating (to B3, from B2). Itron's speculative grade liquidity (SGL) rating remains SGL-2. The ratings outlook is stable. The downgrades broadly reflect a diminished level of operating performance relative to Moody's expectations which Moody's expects to persist and is exacerbated by the negative effects of the coronavirus pandemic and profitability measures that were not sufficiently robust prior to the same. RATINGS RATIONALE Itron's B1 CFR reflects the company's high financial leverage and sensitivity of earnings to changes in demand. The degree of variability in operating income due to the project-based nature of part of the company's revenue streams are also reflected in the ratings. Further, the comparatively lower single-digit operating margins do not provide ample cushion for periods of revenue softness. At the same time, the ratings also consider Itron's well-established market position as a provider of technology and services to electric, gas and water utilities and municipalities. The favorable industry tailwinds towards smart meters and other technology platforms that serve to improve the efficiency of electricity and water consumption, as well as the connectivity of different platforms, bode favorably for the company's revenue growth prospects over the longer-term. The company is underway in implementing restructuring measures that should contribute to EBITDA improvement, including global supply chain and manufacturing operation initiatives. The company's corporate governance profile is supported by a relatively balanced capital allocation approach, with excess cash expected to be used towards debt reduction, including a decline in temporarily elevated revolver borrowings that were drawn to preserve liquidity amid the market uncertainty that arose from the coronavirus pandemic. The company's credit profile does not anticipate a shift towards a more aggressive financial policy such as debt-funded shareholder remuneration. Itron's SGL-2 liquidity rating is incorporates Moody's expectation that the company will continue to generate free cash flow in excess of $50 million annually while maintaining good revolver availability and adequate covenant headroom. Of note, the company recently amended its financial maintenance covenants to account for lower earnings in 2020 due to the negative effects of the pandemic, providing what should be adequate headroom over the near-term period of covenant relief. The stable ratings outlook reflects Moody's expectation that Itron will be able to maintain a good liquidity profile and meaningfully improve key credit metrics as revolver borrowings are repaid and moderate improvement in margins is realized over the next twelve to eighteen months. The following rating actions were taken: Downgrades: Issuer: Itron, Inc. Corporate Family Rating, Downgraded to B1 from Ba3 Probability of Default Rating, Downgraded to B1-PD from Ba3-PD $400 million senior unsecured notes due 2026, Downgraded to B3 (LGD5) from B2 (LGD5) Outlook Actions: Issuer: Itron, Inc. Outlook, Remains Stable FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A downward ratings action could develop if the company's liquidity deteriorates such that FCF/debt remains below 5% or operating margins do not improve. Further, a downgrade could result if financial leverage (Moody's-adjusted debt/EBITDA) exceeds and is sustained above 5.0 times, annual free cash flow turns negative, or EBITA/interest falls below 2.0x. Debt-funded share repurchases and/or dividends could also exert downward ratings pressure. Conversely, ratings could be upgraded following meaningful revenue growth and margin improvement accompanied by reduced debt levels such that debt/EBITDA improves to a sub-4.0x level and FCF/debt approaches and is sustained in the high single-digit range while good liquidity is maintained and well-balanced financial policies are employed. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Headquartered in Liberty Lake, Washington, Itron is a publicly-traded (NYSE: ITRI) global provider of metering and related communication solutions to electric, gas and water utilities globally. Revenues for the last twelve-month period ended September 30, 2020 totaled $2.3 billion. J GROUP: U.S. Trustee Unable to Appoint Committee ------------------------------------------------- The Office of the U.S. Trustee disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of J Group LLC. About J Group LLC J Group LLC is a Minnesota limited liability company that owns and operates a commercial rental property located at 317 S. Main St., Stillwater, Minn. J Group sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Minn. Case No. 20-32511) on Oct. 27, 2020. The Debtor is a single asset real estate as all of its revenues are generated from rental operations. In the petition signed by John Koch, chief manager, the Debtor disclosed $2,044,810 in assets and $1,113,734 in liabilities. Judge Kathleen H. Sanberg oversees the case. John D. Lamey III, Esq., at Lamey Law Firm, P.A., is the Debtor's counsel. JAX AVALON: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: Jax Avalon, LLC DBA Avalon Hill 7557 Arlington Expressway Jacksonville, FL 32211 Business Description: Jax Avalon, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 8, 2020 Court: United States Bankruptcy Court Middle District of Florida Case No.: 20-03495 Debtor's Counsel: William B. McDaniel, Esq. LANSING ROY, PA 1710 Shadowood Ln Ste 210 Jacksonville, FL 32207-2184 Tel: 904-391-0030 Fax: 904-391-0031 Email: information@lansingroy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Jinyi Shao, director of Equity China, Inc; manager of Jax Avalon, LLC. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MWHJ2XA/Jax_Avalon_LLC__flmbke-20-03495__0001.0.pdf?mcid=tGE4TAMA JODY WADE: Seeks Court Approval to Hire Bankruptcy Attorney ----------------------------------------------------------- Jody Wade Enterprises, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ R. Byrn Bass, Jr., an attorney practicing in Lubbock, Texas, to handle their Chapter 11 cases. Mr. Bass will render these legal services to the Debtors: (a) give Debtors legal advice with regard to his powers, duties and responsibilities as Debtors-in-Possession, their property and property of the estates; (b) prosecute in Bankruptcy Court any and all claims believed to be owed Debtors, if any; (c) prepare the petitions that commenced these cases and the subsequent preparation of the schedules and statement of financial affairs in these cases, file such motions regarding the use, sale, lease and valuation of property of the estates, use of cash collateral (if any), examine executory contracts and the feasibility of accepting same or the proprietary of rejecting same, make the same analysis with regard to any unexpired leases as well as prepare such other motions and pleadings as may be necessary and in the best interest of Debtors; (d) prepare a Chapter 11 Plan to be filed in each of these cases; (e) file such adversary proceedings as may be necessary in these cases; (f) work with the Debtors to assure their compliance with the administrative requirements of the Office of the U.S. Trustee; and (g) perform any and all other necessary services as may be required by the Debtors in order to provide them with effective representation in this case. Mr. Bass received a retainer in the amount of $48,710, from which the filing fees of $5,151, legal assistant's fees of $600, and pre-petition fees of $3,660 were deducted. The hourly rate of Mr. Bass is $300. Mr. Bass 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: R. Byrn Bass, Jr., Esq. Wells Fargo Center 1500 Broadway, Suite 505 Lubbock, TX 79401 Telephone: (806) 785-1250 Facsimile: (806) 771-1260 E-mail: bbass@bbasslaw.com About Jody Wade Enterprises Jody Wade Enterprises, LLC and its debtor affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-70310) on November 30, 2020. The petitions were signed by Jody Randolph Wade, managing member. At the time of the filing, Debtor Jody Wade Enterprises estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Harlin Dewayne Hale oversees the cases. R. Byrn Bass, Jr., Esq., serves as the Debtors' counsel. JOSEPH WILCZAK: Signatures on Loan Documents Valid, 9th Cir. Says ----------------------------------------------------------------- The United States Court of Appeals for the Ninth Circuit affirms the Bankruptcy Appellate Panel's judgment upholding the bankruptcy court's order, overruling Joseph L. Wilczak and Judith A. Wilczak's objection to the claim of creditors Select Portfolio Servicing, Inc. and the Bank of New York Mellon. The Appeals Court said the bankruptcy court correctly found that the signatures on the Wilczaks' loan documents were valid. The Appeals Court further stated that the Wilczaks' own admissions at trial supported the bankruptcy court's finding that the Wilczaks signed the loan document. The Appeals Court found that the other contentions in the Wilczaks' appeal lacked merit. The appellate case is Joseph L. Wilczak; Judith A. Wilczak, Appellants, v. Select Portfolio Servicing, Inc.; The Bank of New York Mellon, as trustee, on behalf of the holders of the Alternative Loan Trust 2007-OA10, Mortgage Pass-Through Certificates Series 2007-OA10, Appellees, Case No. 19-60068 (9th Cir.). A full-text copy of the Memorandum dated December 3, 2020 is available at https://tinyurl.com/y6b5erh8 from Leagle.com. About Joseph L. Wilczak and Judith A. Wilczak Joseph L. Wilczak and Judith A. Wilczak filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 15-52365) on July 17, 2015. KB US HOLDINGS: Kings Locations to Close Absent Buyer ----------------------------------------------------- Gabrielle Saulsbery of NJBiz reports that two Kings Food Markets locations have closed, with a third set to close within the week and possibly three more to follow in the New Year 2021. The grocer's Maplewood and Hoboken South locations shuttered this second week of December 2020. A location in Gillette will soon be joining them. If a buyer isn't found for locations in Warren, Bernardsville and Ridgewood, they will close in 2021, a Kings spokesperson told NJBIZ via email. Kings parent company KB US Holdings Inc. filed for Chapter 11 bankruptcy on Aug. 23, 2020, and Albertsons Cos. Inc. purchased 27 stores, including all but the six Kings locations and the locations of New York City specialty grocer Balducci's Markets, for $96.4 million cash during a bankruptcy auction in October 2020. Both Kings and Balducci's will continue under their own banners through and after the closing of the sale, which is still awaiting regulatory approval. About KB US Holdings Inc. KB US Holdings, Inc., is the parent company of King Food Markets and Balducci's Food Lover's Market. Headquartered in Parsippany, N.J., Kings Food Markets has been a specialty and gourmet food market across the East Coast. In 2009, Kings Food Markets acquired specialty gourmet retail grocer, Balducci's Food Lover's Market. As of the petition date, the Debtors operate 35 supermarkets across New York, New Jersey, Connecticut, Virginia, and Maryland. KB US Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-22962) on Aug. 23, 2020. At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Sean H. Lane oversees the cases. The Debtors tapped Proskauer Rose LLP as their legal counsel, Peter J. Solomon as investment banker, Ankura Consulting Group LLC as financial advisor, and Prime Clerk LLC as claims, noticing and solicitation agent. L.G. STECK: Hires Gunster Yoakley as Special Counsel ---------------------------------------------------- L.G. Steck Memorial Clinic, P.S., seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Gunster Yoakley & Stewart P.A., as special counsel to the Debtor. In July of 2020 it came to light that one of the Debtor's employees had compiled a list of patients prior to being terminated that included HIPAA protected information, and may have printed it or otherwise transferred it in a manner that could have been a HIPAA violation. There are self-reporting requirements of suspected HIPAA violations which have strict deadlines. Accordingly, as soon as the Debtor found out about the aforementioned potential HIPAA violations, the Debtor hires Gunster Yoakley to investigate the potential violations further such that any necessary self-reporting could be timely made. Gunster Yoakley will be paid based upon its normal and usual hourly billing rates. The Debtor paid Gunster Yoakley on July 27, 2020, in the amount of $2,712.50, and another payment on August 18, 2020, in the amount of $4,942.50, for a total amount of $7,655. The Firm incurred an additional $1,127.50 in fees and costs which remain to be paid. The Debtor will pay the Firm $7,655 in fees and costs. Gunster Yoakley will also be reimbursed for reasonable out-of-pocket expenses incurred. Samantha Prokop, partner of Gunster Yoakley & Stewart P.A., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Gunster Yoakley can be reached at: Samantha Prokop, Esq. GUNSTER YOAKLEY & STEWART P.A. 777 South Flagler Drive Suite 500 East West Palm Beach, FL 33401 Tel: (561) 655-1980 About L.G. Steck Memorial Clinic L. G. Steck Memorial Clinic, P.C., is a professional service corporation that provides health care services. The Company was incorporated in 1977 and does business as The Steck Medical Group. L. G. Steck filed a Chapter 11 petition (Bankr. W.D. Wa. Case No. 19-43334) on Oct. 17, 2019 in Tacoma, Washington. In the petition signed by Hugo De Oliveira, chief administrative officer, signed the petition, the Debtor was estimated with assets between $500,000 and $1 million, and liabilities between $1 million and $10 million. The case is assigned to Judge Mary Jo Heston. The TRACY LAW GROUP PLLC is the Debtor's counsel. L.G. STECK: Hires Possinger Law as Special Counsel -------------------------------------------------- L.G. Steck Memorial Clinic, P.S., seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Possinger Law Group, PLLC, as special counsel to the Debtor. In July of 2020 it came to light that one of the Debtor's employees had compiled a list of patients prior to being terminated and may have taken other additional actions that were in violation of the ex-employee's non-compete agreement with the Debtor. The Debtor requires Possinger Law to assist and investigate if any breach of its non-compete agreement occurred, and to investigate the necessity of obtaining a civil restraining order to prevent any ex-employees from using or sharing any protected data. Possinger Law will be paid based upon its normal and usual hourly billing rates. The Debtor Paid Possinger Law a retainer of $3,250. Subsequently, the Debtor paid an additional $3,250. Of the total amount of $6,500 Possinger Law applied $3,020 to fees and costs incurred, and is holding the remaining $3,480 in trust. Possinger Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Jeffrey Possinger, partner of Possinger Law Group, PLLC, 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. Possinger Law can be reached at: Jeffrey Possinger, Esq. POSSINGER LAW GROUP, PLLC 20250 144th Ave NE Suite 205 Woodinville, WA 98072 Tel: (206) 512-8030 About L.G. Steck Memorial Clinic L. G. Steck Memorial Clinic, P.C., is a professional service corporation that provides health care services. The Company was incorporated in 1977 and does business as The Steck Medical Group. L. G. Steck filed a Chapter 11 petition (Bankr. W.D. Wa. Case No. 19-43334) on Oct. 17, 2019 in Tacoma, Washington. In the petition signed by Hugo De Oliveira, chief administrative officer, signed the petition, the Debtor was estimated with assets between $500,000 and $1 million, and liabilities between $1 million and $10 million. The case is assigned to Judge Mary Jo Heston. THE TRACY LAW GROUP PLLC is the Debtor's counsel. LANDSOURCE COMMUNITIES: Suit v Lennar Bound By Confirmation Order ----------------------------------------------------------------- Judge Marjorie O. Rendell of the United States Court of Appeals for the Third Circuit affirms the order of the U.S. District Court for the District of Delaware upholding the Bankruptcy Court's decision to reopen the Chapter 11 case of LandSource Communities Development LLC and enforce its order confirming the final reorganization plan. Citizens Against Corporate Crime LLC, or CACC, and its sole member and officer Nicholas Marsch III appealed the District Court order, which enjoined CACC and Mr. Marsch, who was a participant in the Chapter 11 proceedings, from litigating claims against another Chapter 11 participant, Lennar Corporation. The Delaware Bankruptcy Court concluded the claims against Lennar were barred by the confirmation order. CACC and Mr. Marsch said that by reopening the bankruptcy case and enforcing the terms of the confirmation order against them, the Bankruptcy Court effectively and unfairly "enjoined non-parties never before the court, including millions of Californians, the California Department of Justice Office of the Attorney General, and even lawyers, from ever seeking relief under the False Claims Act Laws of California and its qui tam remedy." Judge Rendell stated that the undisputed facts show that the only affected parties are CACC and Mr. Marsch, who himself appeared before the Bankruptcy Court in connection with the LandSource Chapter 11 case over a decade ago. She stated Mr. Marsch did not merely appear before the Bankruptcy Court as the head of Briarwood Capital, one of the unsecured creditors, but he played a central role in the final reorganization plan as a member of the Creditors' Committee. She added it was the Creditors' Committee, after all, who negotiated the terms of the general release and waiver, which Mr. Marsch sought to circumvent. At the time of LandSource's bankruptcy, Lennar was the Debtor's largest unsecured creditor. The Creditor's Committee -- of which Mr. Marsch and Briarwood were members -- sought the release of Lennar's claims to permit and maximize any distributions available for smaller unsecured creditors. Without such release, the lion's share of distributions from the bankruptcy estate would likely have flowed to Lennar. Thus, the Creditor's Committee negotiated a deal with Lennar. Under the deal, Lennar agreed to contribute nearly $140 million to the estate and to release its unsecured claims. In exchange, Lennar received, among other things, a broad release and waiver of "any and all Claims . . . or liabilities whatsoever" held by "any Person, in any way relating to the Debtors, the Chapter 11 Cases, or the Plan." The Bankruptcy Court adopted the terms of this deal into its order confirming the final Chapter 11 plan. Neither Mr. Marsch nor his company, Briarwood, appealed from the final confirmation order. Over seven-and-a-half years later, Mr. Marsch, as sole owner and officer, formed CACC under Wyoming law and filed a whistleblower action against Lennar in California court. CACC alleged that Lennar, by its conduct leading up to and through the LandSource Chapter 11 bankruptcy, defrauded the California Public Employees' Retirement System, which had been a major investor in LandSource. The California Office of the Attorney General reviewed CACC's allegations and complaint, but ultimately declined to intervene. In response to the California whistleblower case, Lennar moved the Bankruptcy Court to reopen the LandSource Chapter 11 case and to enforce its final plan confirmation order by enjoining CACC and Marsch from proceeding with the suit. After a hearing, the Bankruptcy Court granted both Lennar's motion to reopen and its motion to enforce, concluding that: (1) it is undisputed that Mr. Marsch was the sole and controlling member of CACC and that he formed CACC as a way of trying to get around and avoid the release and injunction provision provided in the confirmed Chapter 11 plan of LandSource which was not appealed and [h]as long, long since become final; (2) there is no question that Mr. Marsch is in privity with CACC [and] Briarwood and is bound by the injunction and release; and (3) the people of California do not oppose the relief that Lennar has requested and the actual relief sought by Lennar is limited to Mr. Marsch and CACC. CACC appealed and the District Court affirmed. The matter was elevated to the Third Circuit. The Third Circuit held that: -- the Bankruptcy Court acted well within its discretion in reopening the LandSource Chapter 11 case. -- it has no jurisdiction to review the District Court's and Bankruptcy Court's decisions denying CACC's and Marsch's motion for permissive abstention. "If we had jurisdiction, however, we would agree with the District Court's well-reasoned conclusion that the Bankruptcy Court did not abuse its discretion in refusing to abstain," the Appeals Court said. -- it agrees with the District Court's factual conclusion that CACC and Mr. Marsch, as CACC's sole owner and officer in privity with Briarwood, are bound by the terms of the Bankruptcy Court's confirmation order including the broad, unambiguous provisions by which Mr. Marsch and Briarwood released and waived all claims against Lennar. The appellate case is In Re Landsource Communities Development LLC, et al., Debtors, v. Citizens Against Corporate Crime, LLC, Appellant, Case No. 20-1134 (3d Cir.). A full-text copy of the Judge Rendell's Opinion dated December 3, 2020, is available at https://tinyurl.com/y5vj7y4l from Leagle.com. About LandSource Communities LandSource Communities Development LLC, which operates in Arizona, California, Florida, New Jersey, Nevada and Texas, was involved in the planning and development of master planned communities and transforming undeveloped land into ready-to-build home sites and commercial properties. LandSource and 20 of its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 08-11111) on June 8, 2008. The Debtors were represented by Marcia Goldstein, Esq., at Weil Gotshal & Manges in New York, and Mark D. Collins, Esq., at Richards Layton & Finger in Wilmington, Delaware. Lazard Freres & Co. was the financial advisor, and Kurtzmann Carson Consultants served as notice and claims agent. In August 2009, following confirmation of its Barclays-backed Chapter 11 reorganization plan, LandSource emerged from Chapter 11 reorganization as Newhall Land Development LLC. LAS VEGAS MONORAIL: January 19, 2021 Plan & Disclosure Hearing Set ------------------------------------------------------------------ On December 3, 2020, Debtor Las Vegas Monorail Company, a Nevada nonprofit corporation, filed with the U.S. Bankruptcy Court for the District of Nevada, its ex parte motion for conditional approval of the Disclosure Statement to Accompany Debtor's Plan of Reorganization. On Dec. 8, 2020, Judge Natalie M. Cox granted the motion and ordered that: * The proposed Disclosure Statement is approved on a conditional basis pursuant to Local Rule 3017 as containing adequate information. * Jan. 6, 2021, is fixed as the last day to deliver all Ballots to Garman Turner Gordon LLP. * Jan. 19, 2021, at 9:30 a.m. is the combined hearing on final approval of the conditionally approved Disclosure Statement and confirmation of the Plan. * Jan. 6, 2021, is fixed as the last day to file any response or objections to final approval of the Disclosure Statement and/or confirmation of the Plan. * Jan. 6, 2021, is fixed as the last day to file any briefs or declarations in support of confirmation of the Plan. * Jan. 13, 2021, is fixed as the last day to file any reply to an Objection must be filed with the Court. A full-text copy of the order dated December 8, 2020, is available at bit.ly/36WS5NK from PacerMonitor at no charge. Attorneys for the Debtor: GARMAN TURNER GORDON LLP GERALD M. GORDON E-mail: ggordon@gtg.legal MARK M. WEISENMILLER E-mail: mweisenmiller@gtg.legal 7251 Amigo Street, Suite 210 Las Vegas, Nevada 89119 Telephone (725) 777-3000 Facsimile (725) 777-3112 About Las Vegas Monorail Company Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. LVMC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-10464) on Jan. 13, 2010. It disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the petition date. LVMC has tapped Garman Turner Gordon LLP as its bankruptcy counsel, Alvarez & Marsal North America, LLC as financial advisor, and Stradling Yocca Carlson & Rauth and Jones Vargas as special counsel. Gordon Silver assists LVMC in its restructuring effort. In April 2010, bondholder Ambac Assurance Corp. lost in its bid to halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell ruled that monorail isn't a municipality and is therefore entitled to reorganize in Chapter 11. U.S. District Judge James Mahan in Reno upheld the ruling in October 2010. LEVEL SOLAR: Files Complaint Against Salesforce for Axing Account ----------------------------------------------------------------- Law360 reports that reorganized debtor Level Solar's Chapter 11 estate trustee filed an adversary complaint late Monday, December 7, 2020, against cloud-based software company Salesforce alleging $30 million in damages, saying the contractor deleted Level Solar's customer database account in violation of the bankruptcy stay. Ronald J. Friedman, in his capacity as the trustee of the Level Solar creditor trust created under the company's confirmed Chapter 11 plan, said Salesforce blocked access to Level Solar's account in the midst of its bankruptcy case and then negotiated a $28,000 settlement payment from the debtor even though Salesforce had already deleted the solar panel company's account and data. About Level Solar Inc. Based in New York, Level Solar Inc. operates under the solar-energy installation industry. Incorporated in 2013, the company has operations in Long Island, New York City and Massachusetts. Level Solar filed for bankruptcy protection (Bankr. S.D.N.Y. Case No. 17-13469) on Dec. 4, 2017. At the time of the filing, the Debtor was estimated to have assets of between $50 million and $100 million and debt of between $1 million and $10 million. Michael Conway, Esq., at Shipman & Goodwin LLP, is the Debtor's bankruptcy counsel. Akin Gump Strauss Hauer & Feld LLP serves as corporate counsel. Ronald J. Friedman, Esq., was appointed Chapter 11 trustee for the Debtor. The Trustee tapped SilvermanAcampora LLP as his legal counsel. LIMERICK DINING: Seeks Court Approval to Hire Bankruptcy Attorney ----------------------------------------------------------------- Limerick Dining Corp. seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Michael Alan Siddons, Esq., an attorney practicing in Media, Pa., to handle its Chapter 11 case. Mr. Siddons will render these legal services: (a) to give the Debtor legal advice with respect to its powers and duties as Debtor and Debtor-in-Possession; (b) to prepare on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers; (c) to represent the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under section 362(a) of the Bankruptcy Code; (d) to assist the Debtor in the preparation of schedules, statements of financial affairs, and any amendments thereto, which the Debtor may be required to file in this case; (e) to assist the Debtor in the preparation of a plan of reorganization and disclosure statement; (f) to assist the Debtor with any potential sales of its assets pursuant to section 363 of the Bankruptcy Code; and (g) to perform all other legal services for the Debtor which may be necessary herein. The current hourly rate of Mr. Siddons is $325. He will also seek reimbursement for out-of-pocket expenses incurred in connection with this representation. On November 20, 2020, Mr. Siddons received $2,500.00 from the Debtor as a retainer. He received $5,000 as an additional retainer from the Debtor on December 2, 2020. He billed off the retainer prior to the Petition Date for fees in preparation for the filing of this case and for the filing fee for this Chapter 11 case and a companion Chapter 11 case. As a result, he is not owed any amounts for services rendered to the Debtor or expenses incurred on behalf of the Debtor prior to the Petition Date. Mr. Siddons disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not have any connection with the Debtor, creditors of the estate, equity security holders, or any other parties-in-interest, their respective attorneys or accountants, the United States Trustee, or any person employed in the Office of the United States Trustee in any matter relating to the Debtor or the estate. The attorney can be reached at: Michael Alan Siddons, Esq. THE LAW OFFICES OF MICHAEL ALAN SIDDONS 230 North Monroe Street, Suite A Media, PA 19063 Telephone: (610) 255-7500 About Limerick Dining Corp. Limerick Dining Corp. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 20-14626) on December 2, 2020. The petition was signed by Mark Klein, president. At the time of the filing, Debtor had estimated assets and liabilities of less than $50,000. Michael Alan Siddons, Esq., serves as the Debtor's counsel. LIMERICK REALTY: Seeks Approval to Hire Bankruptcy Counsel ---------------------------------------------------------- Limerick Realty Partners, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Michael Alan Siddons, Esq., an attorney practicing in Media, Pa., to handle its Chapter 11 case. Mr. Siddons will render these legal services: (a) to give the Debtor legal advice with respect to its powers and duties as Debtor and Debtor-in-Possession; (b) to prepare on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers; (c) to represent the Debtor in defense of any proceedings instituted to reclaim property or to obtain relief from the automatic stay under section 362(a) of the Bankruptcy Code; (d) to assist the Debtor in the preparation of schedules, statements of financial affairs, and any amendments thereto, which the Debtor may be required to file in this case; (e) to assist the Debtor in the preparation of a plan of reorganization and disclosure statement; (f) to assist the Debtor with any potential sales of its assets pursuant to section 363 of the Bankruptcy Code; and (g) to perform all other legal services for the Debtor which may be necessary herein. The current hourly rate of Mr. Siddons is $325. He will also seek reimbursement for out-of-pocket expenses incurred in connection with this representation. Mr. Siddons disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not have any connection with the Debtor, creditors of the estate, equity security holders, or any other parties-in-interest, their respective attorneys or accountants, the United States Trustee, or any person employed in the Office of the United States Trustee in any matter relating to the Debtor or the estate. The attorney can be reached at: Michael Alan Siddons, Esq. THE LAW OFFICES OF MICHAEL ALAN SIDDONS 230 North Monroe Street, Suite A Media, PA 19063 Telephone: (610) 255-7500 About Limerick Realty Partners Limerick Realty Partners, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 20-14625) on December 2, 2020. The petition was signed by Mark Klein, managing member. Michael Alan Siddons, Esq., serves as the Debtor's counsel. LOMA LINDA UNIVERSITY: Fitch Affirms BB IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed the 'BB' Issuer Default Rating and revenue bond rating to approximately $2.1 billion in outstanding series 2014A, 2014B, 2016A and 2018A bonds issued by the California Statewide Communities Development Authority on behalf of Loma Linda University Medical Center (LLUMC). The Rating Outlook is Stable. SECURITY The bonds are secured by a gross receivables pledge and mortgage pledge of the obligated group (OG). There are also debt service reserve funds. The OG includes LLUMC, LLU Children's Hospital, LLUMC - Murrieta and Loma Linda University Behavioral Medicine Center. The OG accounted for almost all of the consolidated system assets and revenues. Fitch's analysis is based on the consolidated system. ANALYTICAL CONCLUSION LLUMC's 'BB' ratings reflect its highly leveraged balance sheet and thin liquidity reserves, which limits financial flexibility for the system in the coming years while LLUMC completes its large capital project, transitions operations to the new towers and begins to pay down debt. While the thin balance sheet metrics drive the below investment grade rating, LLUMC's operations are expected to continue to yield solid operating margins of at least 2%. In the longer term, Fitch anticipates that LLUMC's role as an academic medical center and essential provider of trauma and children's services will support profitability (partly through provider fee benefits) and bolster its market position after completion of its new hospital towers. In recent years, much of LLUMC's credit profile has been dominated by the cost and progress made on its extensive campus transformation project given LLUMC's limited balance sheet flexibility. The project includes two new patient towers on a shared platform (16-story adult tower with 320 beds and nine-story children's tower with 128 beds) with all private rooms. The project will be substantially completed by the end of December 2020, on time and on budget, although there are some lingering issues with the contractor regarding potential change order costs associated with the impact from the coronavirus. The remaining costs of the project is sourced from philanthropy that has been received, which should prevent any significant decline in cash to pay for final expenses. With the project moving towards final inspection and transitioning to the new towers, the primary credit focus now shifts to the system's ability to manage expenses during the move and initial period in its new home. Operations in the new towers are expected to begin in May and there will be one-time relocation costs and the need to hire additional employees. Staffing recruitment levels and costs continue to be a challenge for LLUMC. First-quarter results through September are strong with operating EBITDA of 15.3%, boosted in part by $30.4 million in stimulus money recognized in the quarter. Absent any further stimulus funds, the margin will decrease over the year although LLUMC will continue to benefit from a higher case mix index, increased contract rates with key payors, and other performance improvements. Fitch expects that increasing staffing costs, along with higher operating and planning costs related to the completion of the new hospital towers in fiscal 2021, will somewhat moderate cash flow from the higher levels reported in prior years. Overall, Fitch expects operating cash flow margins to range between 9%-10% in the forward period. Given the uncertainty created by the pandemic and Fitch's expectation of a slower economic recovery trajectory, LLUMC's operations may experience further volatility than that evidenced in its 2020 audit (FY ended June 30, 2020). Fitch continues to monitor the severity and duration of the coronavirus and its impact on the sector and the economy, assessing key risks and revising expectations as necessary. KEY RATING DRIVERS Revenue Defensibility: 'bb' High Acuity Academic Provider in Challenging Market LLUMC's position as an academic medical center and a major provider of tertiary and quaternary services in a challenging market is reflected in its weaker payor mix but strong utilization demand. With Medicaid representing approximately 40% of gross revenues and 31% of net revenues, LLUMC is a major recipient of California's Hospital Quality Assurance Fee (HQAF) program, which offsets some of the operating losses from serving a large underserved population. The service area is highly competitive and fragmented among many providers, but LLUMC's market share of 11.6% has been relatively stable in recent years. Operating Risk: 'a' Solid Operating Performance Fiscal 2020 results reflect an operating EBITDA of 6.6%, below historical levels for the system and reflecting the effects of the coronavirus. LLUMC's strong operating risk assessment is based on Fitch's expectations of solid operating EBITDA margins of above 9% (including provider fee benefits) even while the system finalizes its campus transformation project and prepares to move to the new towers. As of Sept. 30, there is approximately $250 million left to be spent of the almost $1.3 billion project cost, with these costs expected to be covered by either bond proceeds from the 2018 bonds or philanthropy already received. Beyond the transformation project, which is nearing its end, LLUMC's routine capital should be manageable at about $80 million annually allowing for excess cash flow to build liquidity reserves in the coming years. Financial Profile: 'bb' Weaker Financial Profile Supports Below-Investment-Grade Rating LLUMC's balance sheet is characterized by low (but stable) liquidity and high leverage, primarily due to the large debt issuances to finance the campus transformation project. Days cash on hand (DCOH) is calculated at 117.5 days at YE 2020 excluding the $130.8 million received by LLUMC in Medicare accelerated payments that are expected to be repaid back in the future. Fitch anticipates that debt will remain very high through the cycle with some moderate improvement in leverage metrics in three to five years when liquidity should begin to improve from excess cash flow. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS No asymmetric additional risk considerations were applied in this rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch expects that Loma Linda University Medical Center's rating will remain below investment grade for a number of years given the highly leveraged balance sheet. However, if LLUMC maintains or improves profitability without incurring new debt or experiencing cash declines from project disruptions, there may be consideration of a positive rating action in the future. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch believes that any disruptions occurring during the transfer of operations to the new towers would likely result in lower profitability and hamper LLUMC's ability to grow unrestricted cash, which would result in rating pressure. Given the stretched balance sheet, any failure to sustain strong operating EBITDA margins over the next few years would be seen as unfavorable at the current rating. -- Fitch expects a slow economic recovery trajectory with high unemployment levels through most of 2021. Should economic conditions decline below these expectations, or should a second wave of coronavirus infections trigger a further drop-in economic activity, Fitch would expect to see an even weaker economic recovery in 2021, which may pressure LLUMC's current rating. LLUMC is part of Loma Linda University Health, which also includes Loma Linda University, the Faculty Medical Group and several other related organizations. A board restructuring in April 2015 resulted in one unified board for the organization and the decision to coordinate fiscal year ends for all Loma Linda University Health members. As a result, LLUMC changed its fiscal year end to June 30 as of 2017. LLUMC, located 60 miles east of Los Angeles in Loma Linda, CA, operates a total of 1,077 licensed beds: University Hospital (371), East Campus Hospital (134), Surgical Hospital (28 bed) (all three share a license and are located on the main campus), Children's Hospital (343 beds), Behavioral Medicine Center (89-bed facility in Redlands) and LLUMC- Murrieta Hospital (112 beds in Murrieta). LLUMC offers quaternary and tertiary series and has the only level I trauma center and level IV neonatal intensive care unit in the service area of the Inland Empire (San Bernardino and Riverside counties). In addition to the sources of information identified in Fitch's applicable criteria specified, this action was informed by information from Lumesis. 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. LUSIGNAN SECURITY: Seeks to Hire Ehrhard & Associates as Counsel ---------------------------------------------------------------- Lusignan Security Agency Inc. seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Ehrhard & Associates, P.C. as counsel. Ehrhard & Associates will render these legal services to the Debtor: (a) give Debtor legal advice with respect to its powers and duties as a Debtor in this Chapter 11 proceeding; (b) perform on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers requires for these proceedings; (c) perform all other legal services for the Debtor which may be necessary herein, and it is necessary for Debtor to employ an attorney for such professional services; and (d) represent the Debtor with the sale, refinance or restructuring of the property of the Debtor. Ehrhard & Associates has received a retainer of $22,000.00 of which $20,262.00 is being held in escrow for legal fees and $1,738.00 is to be used for the filing fee pending future fee applications with this Court. The hourly rates of Ehrhard & Associates' professionals are below: Senior Attorneys $350 Associates $300 James P. Ehrhard, Esq., disclosed in court filings that the firm is a "disinterested person" as defined within Section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: James P. Ehrhard, Esq. EHRHARD & ASSOCIATES, P.C. 250 Commercial Street, Ste 410 Worcester, MA 01608 Telephone: (508) 791-8411 E-mail: ehrhard@ehrhardlaw.com About Lusignan Security Agency Lusignan Security Agency Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-41136) on December 2, 2020. At the time of the filing, the Debtor disclosed total assets of $21,700 and total liabilities of $1,715,000. Ehrhard & Associates, P.C., led by James P. Ehrhard, Esq., serves as Debtor's legal counsel. MAD MEN MARKETING: Reorganization Plan Confirmed by Judge --------------------------------------------------------- Mad Men Marketing, LLC, has won confirmation of its Plan. Judge Jerry A. Funk approved they Disclosure Statement and confirmed the Chapter 11 Plan of Reorganization. Under the Plan, the Class 3 secured claim of Ally Bank will be paid the full amount of the secured claim, $35,464.67 amortized over 36 months with 5% interest per annum. The monthly payment shall be $1,062.91. No prepayment penalty shall apply to this class. Class 7 General Unsecured Creditors will receive $2,500 monthly for 60 monthson a pro rata basis. A copy of the Plan Confirmation Order entered Dec. 4, 2020, is available at: https://www.pacermonitor.com/view/T43BWKQ/Mad_Men_Marketing_LLC__flmbke-20-01889__0097.0.pdf November 25, 2020, is fixed for the hearing on final approval of the disclosure statement and for the hearing on confirmation of the plan. The hearing will be held at 10:30 a.m.., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida. Any objections to Disclosure or Confirmation shall be filed and served seven (7) days before November 25, 2020. About Mad Men Marketing Mad Men Marketing, LLC, is a creative advertising agency specializing in digital media, creative design and web development. Mad Men Marketing sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-01889) on June 18, 2020. At the time of the filing, Debtor disclosed $234,594 in assets and $1,174,970 in liabilities. Judge Cynthia C. Jackson oversees the case. The Debtor tapped The Law Offices of Jason A. Burgess, LLC, as its legal counsel. MANIRRAH LLC: Unsecureds Will Receive 100% Dividend in Plan ----------------------------------------------------------- Manirrah, LLC, submitted a First Amended Plan of Reorganization. The Debtor currently owns four pieces of real property that were acquired to produce rental income and/or appreciation and then ultimately for resale. Class 2 secured claims are comprised of: * The secured claims of Lakeview Loan Servicing ($425,342), Val-Christ Investments ($105,621) and Wilmington Savings Fund ($168,479). The secured creditors' rights are unchanged, and the Debtor will pay off its obligation via the sale of the property. * The secured claim of Shellpoint Loan Servicing of $328,011. The Debtor shall apply for a Loan Modification with this Lender seeking to warp any arrear into the modified loan. Debtor shall use rental income to service the debt. * The Secured Claim of Milestone Financial LLC of $1,050,000.00. At the Creditor's invitation to make an offer, the Debtor has offered to pay off the debt at the discounted amount of $910,000.00 using a loan offered Option Funding, Inc./ Mackay Investments LLC's as the source of funds. As of the date of this writing, Creditor is evaluating the Debtor's offer. Class 3 Non-priority unsecured creditors – all allowed, non-disputed unsecured claims shall receive a 100% dividend. Class 4 Equity security holders of the Debtor – the Manager of the Limited Liability Company, Stephanie Harriman, shall be entitled to the residual after the completed treatment the superior classes of creditors. The Debtor shall implement and fund its Plan by selling the 9th Avenue Property and the 19th Street Property, refinancing the Andreanson Drive Property and continuing to rent the Margaret Street Property. A full-text copy of the First Amended Plan of Reorganization dated October 14, 2020, is available at https://tinyurl.com/y5szxzdm from PacerMonitor.com at no charge. About of Manirrah LLC Manirrah, LLC is a company in Lafayette, Calif., which is primarily engaged in renting and leasing real estate properties. On June 24, 2020, Manirrah sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-41076). The petition was signed by Stephanie J. Harriman, Debtor's manager. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and estimated liabilities of the same range. Judge William J. Lafferty, III oversees the case. The Law Offices of Selwyn D. Whitehead is Debtor's legal counsel. MERIDIANLINK INC: Fitch Affirms B LT IDR Over TCI Acquisition -------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating at 'B' for Project Angel Holdings, LLC and Project Angel Intermediate Holdings, LLC following the announcement to acquire Teledata Communication, Inc. (TCI) to be financed with $100 million incremental first-lien term loan and cash on balance sheet. The Rating Outlook is Stable. Fitch also affirmed the 'BB'/'RR1' ratings for MeridianLink's $35 million secured revolving credit facility (RCF) and upsized $515 million first-lien secured term loan. The $125 million second-lien term loan is not being rated. Since the acquisition by Thoma Bravo and merger with CRIF in 2018, MeridianLink has focused on executing on integration with CRIF and optimizing its operations. As of 2Q 2020, the company has executed on nearly all of the identified savings. Fitch estimates MeridianLink's gross leverage to be approximately 6.9x in 2020 with the acquisition of TCI. Fitch also forecasts gross leverage to decline to below 6x in 2021, driven by accelerating revenue growth and incremental synergies to be realized from TCI integration. Despite the capacity for declining financial leverage, Fitch believes MeridianLink would maintain some level of financial leverage despite the growing EBITDA as the company seeks optimal capital structure to maximize ROE given the private equity ownership. MeridianLink has experienced limited impact from the ongoing coronavirus pandemic. On the contrary, the low interest rate environment has contributed to stronger revenue supported by a strong mortgage market. While Fitch expects MeridianLink's normalized lower revenue growth, the company is expected to deliver organic revenue growth in the teens in 2020. KEY RATING DRIVERS Diversified, Stable Customer Base: Meridianlink's account opening/management and lending software is deployed across over 1,500 customers including banks, credit unions, verification service providers and other financial institutions. With the acquisition of TCI, the company intends to strengthen its position in consumer indirect lending while adding over 300 financial institutions to MeridianLink's customer base. MeridianLink enjoys high 90's customer retention rate reflecting the stable and attractive client base. Increasing Scale Expands Operating Leverage: The combination of MeridianLink and CRIF has allowed the company to generate significant cost savings by eliminating shared overhead, and further leverage is expected with the TCI acquisition. The company has identified new synergies to be realized post the TCI acquisition and expects normalized EBITDA margins to be near 50%. The merged entity should also provide cross-selling opportunities providing incremental growth opportunities. Key Category Leader Across Market Segments: MeridianLink is a category leader within each of the market segments that it competes. For consumer lending, MeridianLink is the leading incumbent against a handful of pure-play providers including: Bottomline Technologies, Gro, CUDL, and Temenos. Management differentiates itself in this category by best-of-breed technology and powerful referrals from its existing client base. On the consumer data front, the company operates as the leading incumbent against Sharperlending in a highly fragmented and niche marketplace and is one of seven approved sponsoring credit vendors for Fannie Mae. Complementary Product Offerings: MeridianLink's products are highly complementary allowing for significant cross-sell opportunities. For example, a bank client who may use LoansPQ to simplify the account opening and loan approval process for an individual may also rely on credit data and employment verification provided by MeridianLink's MCL solution. Management has developed a stronghold in the data verification market by providing a tri-merged credit reporting platform (greater than 50% market share of independent credit reporting agencies) with ease of integration into its client's back-office and systems. As a result, the company's solutions are highly integrated, complementary, and allow for enhanced revenue generation opportunity. Resilient Business Model Through Economic Cycles: Fitch believes MeridianLink's portfolio of products and services could provide a degree of resilience through economic cycles. The company's core product LoansPQ, a SaaS-based origination platform for consumer loans and deposit applications, saw annual volume increases of approximately 66% during the recessionary period from 2008 to 2010; given the primarily transactions-based revenue model, Fitch believes this to have a high degree of correlation to the revenue. During an expansionary environment, the company is well positioned to generate sizable returns from volume-based loan applications. During a recessionary period, the company's focus on collection solutions and deposit accounts enables a steady generation of fees based on volume. Private equity ownership could limit deleveraging: Fitch estimates MeridianLink's gross leverage to be 6.9x in 2020. Fitch believes the company has sizeable FCF capacity to delever to below 5.5x gross leverage by 2023. In spite of the deleveraging capacity, Fitch expects the company to delever at a more moderate pace, given the potential for bolt-on acquisitions funded by cash on hand and incremental debt. In addition, private equity ownership could also limit deleveraging as equity owners focus on optimizing ROE. DERIVATION SUMMARY Fitch's ratings and Outlook are supported by the company's strong position within each of its respective markets (Consumer Lending, Mortgage Loans and Data Verification) as well as the company's portfolio of products and services that provide the operating profile with a degree of resilience through economic cycles. The acquisition of TCI is expected to strengthen MeridianLink's market position in indirect consumer lending. The company's services enable efficiency within the loan application market and are well positioned to take advantage of the industry shift to automated lending. Many of MeridianLink's services are considered mission critical by banks, credit unions, and other financial institutions resulting in relative stable demand. Despite being a software as a service (SaaS)-based platform, MeridianLink's revenue structure is atypical for SaaS-based products. MeridianLink's revenues are primarily transaction-based rather than the typical subscription-based model for SaaS-based products. Nevertheless, given the highly integrated nature of its products into customers' core banking systems and the mission critical nature, Fitch views such revenue structure as equally resilient. While the product's mission-critical nature and close integration into customers' core banking systems contribute to strong client retention characteristics, Fitch views the volume-based revenue model as potential for revenue volatility. Fitch believes the private equity ownership of MeridianLink could limit deleveraging. While Fitch expects strong FCF generation by the company, private equity ownership is likely to result in some level of financial leverage on an ongoing basis to optimize return on equity. Fitch expects large portions of FCF to be used for acquisitions to further consolidate MeridianLink's market position, and for dividend payments to the owners. KEY ASSUMPTIONS Fitch's Key Assumptions Within the Rating Case for the Issuer -- Organic revenues to grow at a lower rate over the forecast period than in 2020; -- EBITDA margins are expected to stabilize in the 50% range over the rating horizon; -- Fitch's rating case assumes the Company will make acquisitions totaling $100 million between 2021-2023; -- Fitch's rating case assumes $100 million in dividend payment to the parent through 2023. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that MeridianLink would be reorganized as a going-concern in bankruptcy rather than liquidated; -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach -- The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which the agency bases the enterprise valuation; -- Fitch considers a stress scenario in which the company experiences a sustained reduction in the top-line as a result of tighter credit conditions, which constrain loan activity leading to a 15% revenue contraction. Fitch believes this adequately reflects the volatility to be expected in both loan application and credit report volumes. Since FY2008, the total number of loan and deposit applications increased annually, while credit and other report volume declined only once since FY2010 (5% decline in 2014); -- Lower volumes will lead to some operating leverage reduction, resulting in margin reduction, resulting in going concern EBITDA of $82 million; -- Fitch forecast going-concern EBITDA of $82 million and recovery multiple of 7.0x results in a post-restructuring enterprise value of $518 million, after the deduction of expected administrative claims. Assuming a fully drawn revolving credit facility, Fitch arrives at a recovery percentage of 96% and a Recovery Rating of 'RR1'. Following standard notching criteria, this leads to an issue rating of 'BB' for the revolving credit facility and first lien term loan tranches; -- Fitch assumes the company will receive a going-concern recovery multiple of 7.0x EBITDA, which is supported by comparable reorganizations. In the 21st edition of Fitch's Bankruptcy Enterprise Values and Creditor Recoveries case studies, Fitch notes nine past reorganizations in the Technology sector with recovery multiples ranging from 2.6x to 10.8x. Of these companies, only three were in the Software sector: Allen Systems Group, Inc., Avaya, Inc., and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x, and 5.5x, respectively. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation of Total Debt with Equity Credit/Operating EBITDA sustaining below 5.5x; -- (Cash from operations-capex)/total debt above 6.5%; -- FFO interest coverage above 3x; -- Revenue growth in the high-single-digits, implying market share gain through strong market position. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation of forward gross leverage sustaining above 7.0x; -- (Cash from operations-capex)/total debt below 2.5%; -- FFO interest coverage below 1.5x; -- Sustained negative revenue growth; -- EBITDA and FCF margins sustaining below Fitch's estimate. LIQUIDITY AND DEBT STRUCTURE Sufficient Liquidity: Given the strong cash generation capabilities, Fitch believes MeridianLink will have solid liquidity over the rating horizon. The company had $119 million of cash on hand as of September 30, 2020, and is expected to have approximately $65 million in cash after the proposed acquisition. Fitch forecasts the company to generate normalized FCF margins in excess of 25% starting in 2021. Additionally, liquidity is supported by an unused $35 million revolving facility and a favorable debt maturity schedule, with the first lien maturing in 2025, and the second lien maturing in 2026. Liquidity may be hampered by special dividends to the sponsor. Debt Structure: The company's debt structure is comprised of a $35 million revolving credit facility, a $515 million first lien senior secured term loan facility ($100 million incremental incurred for the TCI acquisition), and $125 million second lien term loan facility. ESG CONSIDERATIONS Fitch assigned a score of 4 for MeridianLink's Group Structure reflecting the history of related party transaction relating to the company's purchase of equity from management. Given the one-off nature of such transaction, the impact on the company's ratings was minimal. Recurrence of such transactions could have a negative impact on MeridianLink's ratings. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. MIRAGE DENTAL: Live Oak Delays Plan Hearing to Dec. 22 ------------------------------------------------------ Judge Joseph G. Rosania granted an unopposed motion by Live Oak Bank for a continuance of the hearing on debtor Mirage Dental Associates Professional, L.L.C.'s Modified 5th Amended Chapter 11 Plan. The Debtor filed its Fifth Amended Plan of Reorganization on Aug. 14, 2020. The Debtor also filed its Disclosure Statement in support of its Plan on August 14, 2020. On Sept. 1, 2020, the Court entered its Order Approving Disclosure Statement on an Interim Basis and Amended Order Setting Confirmation Hearing. The Court scheduled an evidentiary hearing on the Debtor's Fifth Amended Plan and Disclosure Statement for Oct. 14, 2020, with witnessand exhibit lists due and exchanged by October 9, 2020. On Oct. 7, 2020, the Debtor filed its Motion to Convert the Oct. 14, 2020 hearing to a status conference and to continue the Confirmation Hearing for 30 days. In relation to said continuance, the Debtor filed its Modified Fifth Amended Plan and related Disclosure Statement on Oct. 13, 2020. Said Document was corrected via Docket No. 327 on October 16, 2020. As a part of its review of the Debtor's pleadings both prior to and concurrent with the Debtor's Fifth and Modified Fifth Plans, Live Oak sought to obtain an updated valuation of its collateral, both the real estate and business assets. These valuations were required as part of its servicing requirements on the loans. Live Oak, despite repeated follow ups, has been delayed in obtaining the necessary valuations, but expects to have them soon. Live Oak has contacted the Debtor's counsel and she has agreed to a short continuance to allow it additional time for LiveOak to complete its review and hopefully resolve its remaining objections with the Debtor. The Court granted Live Oak's motion for a continuance of the hearing and entered an order ruling that the Nov. 12 confirmation hearing is VACATED. On Nov. 17, 2020, Judge Joseph G. Rosania, Jr., ordered that the evidentiary hearing for final approval of the Disclosure Statement and for consideration of confirmation of the Plan will be held Dec. 22, 2020 at 11:00 a.m. The hearing will be conducted by Zoom videoconference. Ballots for accepting or rejecting the Plan are due Dec. 15, 2020. Objections to confirmation are also due Dec. 15. About Mirage Dental Associates Mirage Dental Associates, Professional, LLC, is a privately-held company in Castle Rock, Colorado, that owns a dental clinic. Mirage Dental Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 18-12496) on March 30, 2018. In the petition signed by Michael J. Moroni, Jr., managing member, the Debtor disclosed $5.41 million in assets and $8.72 million in liabilities. Judge Joseph G. Rosania Jr. oversees the case. The Debtor tapped Buechler & Garber, LLC, as its legal counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. MOUTHPEACE DENTAL: Seeks to Tap Rountree Leitman & Klein as Counsel ------------------------------------------------------------------- Mouthpeace Dental, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Rountree Leitman & Klein, LLC as its attorneys. Rountree Leitman & Klein will render these legal services to the Debtor: (a) give the Debtor legal advice with respect to its powers and duties as debtor-in-possession in the management of its property; (b) prepare on behalf of the Debtor as debtor-in-possession necessary schedules, applications, motions, answers, orders, reports and other legal matters; (c) assist in examination of the claims of creditors; (d) assist with formulation and preparation of the disclosure statement and plan of reorganization and with the confirmation and consummation thereof; and (e) perform all other legal services for the Debtor as debtor-in-possession that may be necessary herein. The standard hourly rates of the firm's attorneys and other personnel who will undertake this representation are below: William A. Rountree, Attorney $475 Hal Leitman, Attorney $425 David S. Klein, Attorney $425 Alexandra Dishun, Attorney $425 Benjamin R. Keck, Attorney $375 Alice Blanco, Attorney $350 Elizabeth A. Childers, Attorney $350 Kristin Harripaul, Law clerk $175 Sharon M. Wenger, Paralegal $195 Megan Winokur, Paralegal $150 Catherine Smith, Paralegal $150 Yasmi Alamin, Paralegal $150 The firm received a pre-petition security retainer in the amount of $10,000 from the Debtor. William A. Rountree, a partner of Rountree Leitman & Klein, LLC, disclosed in court filings that the firm has had no business, professional or other connections with the Debtor, its attorneys, or any party at interest in this proceeding which could be adverse to this estate. The firm can be reached through: William A. Rountree, Esq. ROUNTREE LEITMAN & KLEIN, LLC Century Plaza I 2987 Clairmont Road, Suite 175 Atlanta, GA 30329 Telephone: (404) 584-1238 Facsimile: (404) 704-0246 E-mail: wrountree@rlklawfirm.com About Mouthpeace Dental Mouthpeace Dental, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-72289) on December 3, 2020. The petition was signed by Syretta Wells, sole shareholder. At the time of the filing, Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Rountree Leitman & Klein, LLC serves as the Debtor's counsel. NORTHEAST GAS: Plan Hearing Adjourned to Dec. 15 ------------------------------------------------ The hearing to consider confirmation of the First Amended Joint Chapter 11 Plan of NorthEast Gas Generation, LLC and its Affiliated Debtors has been adjourned to December 15, 2020. The parties continue to work to document the resolution of the Regional Greenhouse Gas Initiative issues read into the record of the December 4 hearing, and anticipate filing an amended chapter 11 plan, a proposed form of confirmation order, and a settlement agreement concerning the Regional Greenhouse Gas Initiative issues as soon as possible. The hearing on plan confirmation (including consideration of approval of the Regional Greenhouse Gas Initiative settlement) is adjourned to the hearing scheduled to take place on December 15 starting at 2:00 p.m. (Eastern Standard Time) to provide the parties with additional time to complete and file the documentation memorializing the Regional Greenhouse Gas Initiative settlement. At the Debtors' behest, Judge Mary F. Walrath has extended the Debtors' exclusivity period to file a chapter 11 Plan by 90 days through and including January 14, 2021, and to solicit acceptances of the Plan through and including March 15, 2021. The Debtors have been under Chapter 11 protection for less than four months, in which time the Debtors have spent significant energy negotiating with, among other parties, Beal Bank USA and Beal Bank, SSB and/or one or more their affiliates, as DIP lenders; with CLMG Corp., as administrative agent and collateral agent; and with certain Talen Entities concerning the restructuring alternatives available for the Debtors. On October 22, 2020, the Court approved the Disclosure Statement explaining the Debtor's Plan and set a hearing to consider confirmation of the Plan for December 4. The Debtors said they have spent significant time preparing and timely filing their schedules of assets and liabilities and statements of financial affairs, filing a motion establishing deadlines and procedures for filing proofs of claim in these chapter 11 cases, and obtaining entry of a bar date order. The Debtors have also filed and successfully prosecuted motions authorizing them to enter into and perform under new energy management agreements and an asset management agreement. Accordingly, the Debtors said their demonstrated progress in the Chapter 11 Cases to date supports the extension of the Exclusivity Periods. About Northeast Gas Generation NorthEast Gas Generation, LLC -- https://www.talenenergy.com/ -- owns and manages a portfolio of two natural gas-fired electric generating facilities located in the United States: (1) a 1,080 MW facility located in Athens, New York that achieved commercial operation on May 5, 2004; and (2) a 360 MW facility, located in Charlton, Massachusetts, that achieved commercial operation on April 12, 2001. The NorthEast Gas is part of a group of privately-owned independent power generation infrastructure companies indirectly owned by non-debtors Talen Energy Corporation and Talen Energy Supply, LLC. The company filed for Chapter 11 protection for the first time in 2014, through which NorthEast Gas reduced its outstanding debt obligations by more than $600 million by exchanging its then-second-lien debt for 93.5% of the equity in a reorganized company while giving existing equity holders the remaining shares. The second case commenced in 2018 and reduced the debt load of the company by another $70 million and turned over the equity of an operating affiliate to former senior lenders. NorthEast Gas Generation LLC and its affiliates again sought Chapter 11 protection (Bankr. Del. Case No. 20-11597) on June 18, 2020. In the recent case, NorthEast Gas was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The current case has been assigned to U.S. Bankruptcy Judge Mary F. Walrath, who presided over both previous cases. Mark D. Collins, Daniel J. DeFranceschi, Jason M. Madron, Brendan J. Schlauch, and David T. Queroli of Richards Layton & Finger PA are serving as counsel to the Debtors. ALVAREZ & MARSAL NORTH AMERICA, LLC, is the restructuring advisor, HOULIHAN LOKEY CAPITAL, INC., is the investment banker, PRIME CLERK LLC is the claims agent. ODYSSEY ENGINES: Court Extends Plan Exclusivity Thru January 12 --------------------------------------------------------------- At the behest of Odyssey Engines, LLC and its affiliates, Judge Robert A. Mark extended the period within which the Debtors have the exclusive rights to file a chapter 11 plan through and including January 12, 2021, and to solicit acceptances of the plan through and including March 15, 2021. The unprecedented pandemic has devastated many industries, particularly the aviation industry. Given its MRO presence -- its nearly complete testing facility -- and its positioning within the industry, the Debtors said they are poised to emerge from the pandemic larger, stronger, and financially sound. Unfortunately, that process is not necessarily a quick one. One aspect of the Debtors' "plan" is based on the United States government's oft-discussed bailout of the aviation industry. The bailout remains in discussion and is not yet a reality, although it is reasonable to expect that it will be, and in the near future. The Debtors are also courting private investment and lending which will also support their emergence from chapter 11, but that also is proving to be a longer flight path than expected. The Debtors said they are working diligently to maintain their ongoing business and are attempting to negotiate with their creditors. About Odyssey Engines LLC Odyssey Engines, LLC and its affiliates own, lease, and maintain aircraft engines. On June 23, 2020, Odyssey Engines and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-16772). The petitions were signed by David Alan Boyer, president. At the time of the filing, each Debtor disclosed assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert A. Mark oversees the cases. The Debtors have tapped David R. Softness, P.A. as legal counsel; GGG Partners, LLC as chief restructuring officer; Bedford Advisers as financial advisor; and Pat Duggins Consulting Services Inc. as appraiser. Synovus Bank is represented by Daniel Gold, Esq. -- Daniel.gold@bipc.com -- at Buchanan Ingersoll & Rooney as counsel. Preferred Bank is represented by Daniel DeSouza, Esq. -- ddesouza@desouzalaw.com -- as counsel. ORANGE CAPITAL: Seeks to Hire Ehrhard & Associates as Counsel ------------------------------------------------------------- Orange Capital Holdings LLC seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ Ehrhard & Associates, P.C. as counsel. Ehrhard & Associates will render these legal services to the Debtor: (a) give Debtor legal advice with respect to its powers and duties as a Debtor in this Chapter 11 proceeding; (b) perform on behalf of the Debtor necessary applications, answers, orders, reports and other legal papers requires for these proceedings; (c) perform all other legal services for the Debtor which may be necessary herein, and it is necessary for Debtor to employ an attorney for such professional services; and (d) represent the Debtor with the sale, refinance or restructuring of the property of the Debtor. Ehrhard & Associates has received a retainer of $10,000.00 of which $8,283.00 is being held in escrow for legal fees and $1,717.00 is to be used for the filing fee pending future fee applications with this Court. The hourly rates of Ehrhard & Associates' professionals are below: Senior Attorneys $350 Associates $300 James P. Ehrhard, Esq., disclosed in court filings that the firm is a "disinterested person" as defined within Section 101(14) of the Bankruptcy Code and does not hold or represent any interest adverse to the Debtor's estate. The firm can be reached through: James P. Ehrhard, Esq. EHRHARD & ASSOCIATES, P.C. 250 Commercial Street, Ste 410 Worcester, MA 01608 Telephone: (508) 791-8411 E-mail: ehrhard@ehrhardlaw.com About Orange Capital Holdings Orange Capital Holdings LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-30544) on November 11, 2020, listing under $1 million in both assets and liabilities. Ehrhard & Associates, P.C., led by James P. Ehrhard, Esq., serves as Debtor's legal counsel. ORBCOMM INC: Moody's Withdraws B2 CFR Due to Debt Redemption ------------------------------------------------------------ Moody's Investors Service has withdrawn all ratings for ORBCOMM Inc., including its B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR), SGL-1 Speculative Grade Liquidity Rating, and the stable outlook. The following ratings are affected by the action: Withdrawals: Issuer: ORBCOMM Inc. Corporate Family Rating, Withdrawn, previously rated B2 Probability of Default Rating, Withdrawn, previously rated B2-PD Speculative Grade Liquidity Rating, Withdrawn, previously rated SGL-1 Outlook Actions: Issuer: ORBCOMM Inc. Outlook, Changed to Rating Withdrawn from Stable RATINGS RATIONALE Moody's has withdrawn all of Orbcomm's ratings following the company's disclosure on Dec. 02, 2020 that it completed the redemption of all of its outstanding 8.00% senior secured notes and ended its previous $25 million revolver facility. Orbcomm is a public company (one class of common stock), with headquarters in Rochelle Park, New Jersey. The company is a global provider of M2M and IoT solutions, including network connectivity, device management and web reporting applications. The Company owns and operates a Low Earth Orbit (LEO) satellite constellation which is used to deliver its products and services. Orbcomm sells into the transportation industry, heavy equipment, maritime, and governments. Its solutions help track a variety of tangible assets in the industries. The Company had an installed base of 2.1 million subscriptions at the end of 2019, and generated $254 million in revenue for the LTM period ending 9/30/2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ORLAND LTD: Case Summary & 5 Unsecured Creditors ------------------------------------------------ Debtor: Orland Ltd. 1001 SW 5th Ave. Ste. 1100 Portland, OR 97204 Business Description: Orland Ltd. is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: December 6, 2020 Court: United States Bankruptcy Court Western District of Washington Case No.: 20-42711 Judge: Hon. Brian D. Lynch Debtor's Counsel: Joseph A. Field, Esq. FIELD JERGER LLP 621 SW Morrison, Suite 510 Portland, OR 97205 Tel: 503-228-2665 Fax: 503 225-0276 Email: joe@fieldjerger.com Total Assets: $5,171,583 Total Liabilities: $62,193,017 The petition was signed by Ziad A. Elhind, president. A full-text copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/DOU6JQA/Orland_LTD__wawbke-20-42711__0001.0.pdf?mcid=tGE4TAMA PARAMOUNT INVESTING: Plan Filing Deadline Extended to Dec. 23 ------------------------------------------------------------- Judge Kathryn C. Ferguson previously entered an order requiring Paramount Investing, LLC, to file a Plan and Disclosure Statement by Dec. 5, 2020. At the behest of the Debtor, the Court extended the deadline to Dec. 23. The extension had the consent of all parties. The reason for the extension is that "attorney under doctor's care and paralegal quarantined due to COVID." Paramount Investing, LLC, sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-18204) on July 1, 2020, listing less than $1 million in both assets and liabilities. Scott E. Kaplan, Esq., LAW OFFICES OF SCOTT E. KAPLAN, LLC, is the Debtor's counsel. PERFORMANCE PREMISES: Hires Crossmore Law as Attorney ----------------------------------------------------- Performance Premises, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of New York to employ The Crossmore Law Office, as attorney to the Debtor. Performance Premises requires Crossmore Law to: a. give the Debtor legal advice with respect to its powers and duties as Debtor-in-Possession in the continued operation of its business and in the management of its property; b. take necessary action to avoid liens against the Debtor's property, remove restraints against the Debtor's property and such other actions to remove any encumbrances or liens which are avoidable, which were placed against the property of the Debtor prior to the filing of the Petition instituting this proceeding and a time when the Debtor was insolvent; c. take necessary action to enjoin and stay until final decree herein any attempts by secured creditors to enforce liens upon property of the Debtor in which property the Debtor has substantial equity; d. represent the Debtor in any proceedings which may be instituted in the Bankruptcy Court by creditors or other parties during he course of the bankruptcy proceeding; e. prepare on behalf of the Debtor necessary pleadings, answers, orders, reports and other legal papers; and f. perform all other legal services for the Debtor or to employ attorneys for such services. Crossmore Law will be paid at these hourly rates: Attorney $200 to $300 Legal Assistants $125 to $150 Crossmore Law will be paid a retainer in the amount of $10,000. Crossmore Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward Y. Crossmore, partner of The Crossmore Law Office, 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. Crossmore Law can be reached at: Edward Y. Crossmore, Esq. THE CROSSMORE LAW OFFICE 115 West Green Street Ithaca, NY 14850 Tel: (607) 273-5787 Fax: (607) 273-0291 About Performance Premises Performance Premises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D.N.Y. Case No. 20-31169) on Nov. 12, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by The Crossmore Law Office. PRIMO FARMS: W. Dahl Appointed as Subchapter V Trustee ------------------------------------------------------ Tracy Hope Davis, the United States Trustee, appointed Walter R. Dahl as the Subchapter V Trustee for Primo Farms, LLC. The appointment was made pursuant to 11 U.S.C. Sec. 1183(a) of the Bankruptcy Code. Mr. Dahl can be reached at: WALTER R. DAHL 2304 "N" Street Sacramento, CA 95816 Phone: (916) 446-8800 E-mail: wdahl@dahllaw.net A full-text copy of the Notice is available at https://bit.ly/3n1ZdxZ from PacerMonitor.com for free. About Primo Farms Primo Farms, LLC, filed a Chapter 11 case (Bankr. E.D. Cal. Case No. 20-90779) on Dec. 3, 2020. In the petition signed by Neftali Alberto, managing member, Primo Farms was estimated to have $1 million to $10 million in estimated assets and $500,000 to $1 million in estimated liabilities. Judge Ronald H. Sargis oversees the case. David C. Johnston, Esq., in Modesto, California, serves as counsel to the Debtor. PROFESSIONAL HOSPITALITY: Wins Dec. 31 Plan Exclusivity Extension ----------------------------------------------------------------- At the behest of Professional Hospitality, LLC d/b/a Village Casino Restaurant, the Honorable Carl L. Bucki extended the period within which the Debtor has the exclusive right to file its small business plan and disclosure statement through and including December 31, 2020. As of the bankruptcy filing, the Debtor obtained authorization to use cash collateral subject to liens of the Debtor's principal secured creditors, U.S. Foods, Inc. /U.S. Foodservice, Inc. and the New York State Department of Taxation and Finance ("NYS Tax"). The Debtor's use of cash collateral has been extended from time-to-time, most recently through October 31, 2020. The secured portions of the claims of U.S. Foods and NYS Tax which existed as of the Filing have since been fully paid through adequate protection payments. The Debtor said it is in the process of preparing its Plan of Reorganization, which will be submitted in draft form to counsel for NYS Tax for consideration in connection with their communications regarding a proposed settlement of the Debtor's outstanding tax liabilities, as well as those tax liabilities asserted by NYS Tax against the Debtor's owner, Andrew C. Carlson. The Debtor intends that any negotiated settlement ultimately will be submitted to the U.S. Bankruptcy Court for the Western District of New York for approval as a part of the Debtor's Plan. With the extension, the Debtor may continue to negotiate a global settlement with NYS Tax and to pursue its efforts to seek to reorganize and to emerge from Chapter 11. No unsecured creditors' committee has been appointed in this case. About Professional Hospitality Professional Hospitality, LLC, is a New York corporation that is doing business as "Village Casino Restaurant" and which operates a restaurant and banquet facilities on the waterfront in Bemus Point, New York. The Village Casino Restaurant is seasonal, generally operating only between May 1 and Sept. 30 each year. Great Food Great Fun, LLC, is a New York corporation doing business as "Wing City Grille" and which operates a restaurant in Fredonia, New York. Professional Hospitality filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 17-11558) on July 24, 2017, estimating its assets at between $100,001 and $500,000 and its liabilities at between $500,001 and $1 million. Great Food also filed for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 17-11557) on July 24, 2017. Both of the Debtors are single-member limited liability corporations owned by Andrew C. Carlson, an individual who is not in bankruptcy. On July 24, 2017, the Debtors filed a motion seeking joint administration of the cases. Chief Judge Carl L. Bucki presides over the case. Daniel F. Brown, Esq., at Andreozzi Bluestein LLP, serves as the Debtors' bankruptcy counsel. RACQUETBALL INVESTMENT: Seeks to Tap Stubblebine as Business Broker ------------------------------------------------------------------- Racquetball Investment Association No. II Limited Partnership seeks approval from the U.S. Bankruptcy Court for the District of Massachusetts to employ The Stubblebine Company as business broker. The Debtor desires to hire Stubblebine for the purpose of leasing, marketing and or selling the Debtor's location at 139 Endicott Street, Danvers, Massachusetts. Under the terms of the Agreement, Stubblebine would be paid a commission upon sale equal to 5 percent of the gross purchase price of the location upon sale closing. The Debtor has agreed, subject to this Court's approval, to pay a commission in the event a tenant is procured to lease the location. The commission would be from Year 1- balance of the term: 5 percent of rental rate per year and 7 percent of the rental rate if an outside broker is the procuring cause of the lease. James Stubblebine, principal of The Stubblebine Company, 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: James Stubblebine THE STUBBLEBINE COMPANY One Cranberry Hill Lexington, MA 02421 Telephone: (781) 862-6168 Facsimile: (781) 862-6212 About Racquetball Investment Association No. II LP Racquetball Investment Association No. II Limited Partnership filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-12304) on November 25, 2020. Parker & Lipton serves as the Debtor's counsel. RIVERBED TECHNOLOGY: Moody's Downgrades CFR to Caa1, Outlook Neg. ----------------------------------------------------------------- Moody's Investors Service downgraded Riverbed Technology, Inc.'s Probability of Default Rating to Caa3-PD from B3-PD and Corporate Family Rating to Caa1 from B3. Moody's also downgraded the company's senior unsecured notes to Caa3 from Caa2 and placed the company's B2 first lien debt rating under review for downgrade. The downgrades are driven by the debt restructuring proposed by the company's owners, Thoma Bravo and Teachers' Private Capital, ongoing challenges Riverbed has in stabilizing revenues, the very large debt burden, and upcoming April 2022 first lien debt maturities. The proposed restructuring, if completed would lead to a discounted recovery on the company's debt. The outlook remains negative. Though Riverbed's recently proposed debt restructuring would extend the first lien debt's maturity, if completed it would lead to a partial loss of principal of the unsecured debt and the restructuring and extension of the maturity of the first lien debt, both of which will likely be considered a distressed exchange and default by Moody's. The review of the first lien debt rating will focus on the size, terms and relative position of the debt if the restructuring is completed. The first lien debt will likely be downgraded if a restructuring is not completed shortly under the proposed terms. RATINGS RATIONALE Riverbed's Caa1 CFR is driven by the high probability of a near-term default, and the very high financial leverage, weak free cash flow and the challenges the company has reversing product declines as the WAN Optimization industry goes through significant changes. The rating is supported by Moody's expectation of an above average recovery in a default scenario. The company retains a leading position in the WAN Optimization market despite the upheaval in the corporate networking industry driven by new software technologies. Riverbed also has a leading position in the network performance management software market as well as a strong niche position in the application performance management market. Leverage for the last twelve months ended September 30, 2020 was approximately 9x (around 7x proforma for restructuring charges and full year of certain cost savings) and free cash flow was modestly positive. Riverbed has the potential to further improve margins and drive leverage to below 8x over the next 12-18 months as cost reductions take hold if the company can stabilize revenues. Though WAN Optimization is still a critical function, demand has declined at double digit levels as customers evaluate their application acceleration needs as more applications and infrastructure migrate to the cloud and SD-WAN ramps up as a disruptive technology. Riverbed's application acceleration product lines have the potential to offset some of the declines in legacy WAN Optimization lines, though the timing of any stabilization of revenues remains uncertain. The shift to working remotely has highlighted need for application acceleration technology to address the challenges of efficiently running cloud and on-premise applications outside of traditional network walls without degradation in performance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The outlook is negative reflecting the significant potential for default due to the proposed restructuring or if not completed, the upcoming first lien maturities in April 2022. The ratings could be downgraded if performance continues to decline or free cash flow is negative on other than a temporary basis. Though unlikely in the near term, the ratings could be upgraded if the company is able to refinance its debt and extend its maturities without incurring a default, performance stabilizes and leverage is significantly reduced. Moody's views Riverbed's liquidity as weak. Though current cash balances are sufficient to cover near term operating needs, liquidity is insufficient to repay the first lien debt maturing in April 2022. Cash balances were $166 million as of September 30, 2020. While the proposed restructuring will push out first lien maturities, it will also significantly increase interest costs and likely drive free cash flow negative, in the near-term. Riverbed has low to moderate social risk in line with the sector. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Riverbed is owned by private equity fund Thoma Bravo and Teachers' Private Capital and is expected to have very aggressive financial policies as evidenced by the proposed restructuring which requests that some lenders take less than face value for their debt while the owners retain their equity. The following ratings were affected: Downgrades: Issuer: Riverbed Technology, Inc. Probability of Default Rating, Downgraded to Caa3-PD from B3-PD Corporate Family Rating, Downgraded to Caa1 from B3 Senior Unsecured Regular Bond/Debenture, Downgraded to Caa3 (LGD4) from Caa2 (LGD6) On Review for Downgrade: Issuer: Riverbed Technology, Inc. Senior Secured 1st Lien Term Loan, Placed on Review for Downgrade, currently B2 (LGD2 from LGD3) Outlook Actions: Issuer: Riverbed Technology, Inc. Outlook, Remains Negative Headquartered in San Francisco, CA, Riverbed Technology, Inc. is a leading provider of Wide Area Network (WAN) Optimization and performance monitoring products and services. Riverbed was acquired by private equity funds Thoma Bravo and Teachers' Private Capital in April 2015. Revenues were $713 million for the twelve months ended September 30, 2020. The principal methodology used in these ratings was Software Industry published in August 2018. RUBIO'S RESTAURANTS INC: DOJ Objects to Its Executive Bonus Plan ---------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that the Justice Department objected to bankrupt Rubio's Restaurants Inc.'s planned $411,000 incentive payments for ten executives, pointing to bonuses they already received before its bankruptcy. The fast-casual chain known for its fish tacos didn't show that the proposed new round of payouts would incentivize executives to do more than merely show up for work, according to the U.S. Trustee’s Office, the DOJ's bankruptcy watchdog. The board already gave $581,000 to 24 key Rubio's employees about two months before the restaurant filed for bankruptcy in October 2020, the U.S. Trustee told the U.S. Bankruptcy Court. 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. On the Web: http://www.rubios.com/ Rubio's Restaurants, Inc. and its debtor affiliates filed concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on Oct. 26, 2020. The petitions were signed by Melissa Kibler, chief restructuring officer. At the time of the filing, the Debtors estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Ropes & Gray LLP as counsel, Young Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac Partners LLC as restructuring advisor, Gower Advisers as investment banker, and B. Riley Financial, Inc. as real estate advisor. Stretto is the claims, noticing, solicitation and balloting agent. SAEXPLORATION HOLDINGS: Hires Sidley Austin as Litigation Counsel ----------------------------------------------------------------- SAExploration Holdings, Inc. (SAE) and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Sidley Austin LLP as special counsel. The Debtors desire to retain Sidley Austin to represent them in a complaint filed by the U.S. Securities and Exchange Commission (SEC) against SAE captioned as U.S. Securities and Exchange Commission, v. SAExploration Holdings, Inc. et al., Civil Action No. 1:20–CV–8423. The hourly billing rates for Sidley Austin professionals who are expected to devote significant time to this matter are: Yvette Ostolaza, Partner $1,425 Yolanda Garcia, Partner $1,150 Barret Armbruster, Associate $775 Joan M. Loughnane, Partner $1,350 Stephen L. Cohen, Partner $1,225 In addition, the firm will seek reimbursement for out-of-pocket expenses incurred in connection with this representation. Prior to the Petition Date, Sidley Austin held a retainer in the amount of $169,236.96, which the firm maintained in its operating account. After applying certain fees and expenses earned and incurred but not paid prior to the Petition Date to the retainer, the current balance of the retainer is approximately $21,128.66. As of the Petition Date, the Debtors did not owe Sidley Austin any amounts for legal services rendered before the Petition Date. Yvette Ostolaza, a partner at the law firm of Sidley Austin 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: Yvette Ostolaza, Esq. SIDLEY AUSTIN LLP 2021 McKinney Avenue Dallas, TX 75201 Telephone: (214) 981-3300 Facsimile: (214) 981-3400 About SAExploration Holdings Based in Houston, Texas, SAExploration Holdings, Inc. and affiliates are full-service global providers of seismic data acquisition, logistical support and processing services to their customers in the oil and natural gas industry that operate through wholly-owned subsidiaries, branch offices and variable interest entities in North America, South America, Asia Pacific, West Africa and the Middle East. For more information, visit https://saexploration.com. SAExploration Holdings, Inc. and affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34306) on August 27, 2020. The petitions were signed by Michael Faust, chairman, chief executive officer, and president. At the time of the filing, the Debtors had estimated assets of between $1 million to $10 million and liabilities of between $100 million to $500 million. Judge Marvin Isgur oversees the case. The Debtors have tapped Porter Hedges LLP as their bankruptcy counsel, Imperial Capital, LLC and Winter Harbor LLC as financial advisors, and Sidley Austin LLP as special counsel. Epiq Corporate Restructuring, LLC is the claims, noticing, solicitation and administrative agent. SDI PROPERTIES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SDI Properties, LLC 3540 Crain Highway, Suite 330 Bowie, MD 20716 Chapter 11 Petition Date: December 8, 2020 Court: United States Bankruptcy Court District of Maryland Case No.: 20-20650 Judge: Hon. Lori S. Simpson Debtor's Counsel: Richard Rosenblatt, Esq. LAW OFFICES OF RICHARD B. ROSENBLATT, PC Suite 302 30 Courthouse Square Rockville, MD 20850 Tel: 301-838-0098 Fax: 301.838.3498 Email: rrosenblatt@rosenblattlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Trevor Sie-Duke, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/HJT26LY/SDI_Properties_LLC__mdbke-20-20650__0001.0.pdf?mcid=tGE4TAMA SEP-PRO SYSTEMS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Sep-Pro Systems, Inc. 12259 FM 529 Houston, TX 77041 Business Description: Sep-Pro Systems, Inc. is engaged in the the design, engineering, and fabrication of oil and gas processing equipment. Chapter 11 Petition Date: December 9, 2020 Court: United States Bankruptcy Court Southern District of Texas Case No.: 20-35858 Debtor's Counsel: Nelson M. Jones III, Esq. LAW OFFICE OF NELSON M. JONES III 440 Louisiana Suite 1575 Houston, TX 77002 Tel: (713) 236-8736 Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Tyson, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RYKQUFI/Sep-Pro_Systems_Inc__txsbke-20-35858__0001.0.pdf?mcid=tGE4TAMA SHILO INN: Hires Stoel Rives as Local Counsel --------------------------------------------- Shilo Inn, Idaho Falls, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Stoel Rives LLP, as local counsel to the Debtor. Shilo Inn requires Stoel Rives to represent the Debtor in connection with the preparation for, and representation in the Chapter 11 bankruptcy proceedings. Stoel Rives will be paid at these hourly rates: Partners $400 to $850 Of Counsel $315 to $710 Associates $265 to $485 Paralegals $215 to $380 Stoel Rives will be paid a retainer in the amount of $10,000. Stoel Rives will also be reimbursed for reasonable out-of-pocket expenses incurred. Bryan T. Glover, partner of Stoel Rives LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Stoel Rives can be reached at: Bryan T. Glover, Esq. STOEL RIVES LLP 600 University Street, Suite 3600 Seattle, WA 98101 Tel: (206) 624-0900 E-mail: bryan.glover@stoel.com About Shilo Inn, Idaho Falls Shilo Inn, Idaho Falls, LLC, based in Idaho Falls, ID, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 20-42489) on Nov. 2, 2020. In its petition, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Mark S. Hemstreet, secretary of Shilo Idaho Falls Corp., manager. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P., serves as bankruptcy counsel to the Debtor and STOEL RIVES LLP, as local counsel. SHILO INN: Hires Stoel Rives as Local Counsel --------------------------------------------- Shilo Inn, Idaho Falls, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Levene Neale Bender Yoo & Brill L.L.P., as counsel to the Debtor. Shilo Inn requires Levene Neale to: a. advise the Debtor with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Bankruptcy Rules and the Office of the United States Trustee as they pertain to the Debtor; b. advise the Debtor with regard to certain rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; c. represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving its estate unless the Debtor is represented in such proceeding or hearing by other special counsel; d. conduct examinations of witnesses, claimants or adverse parties and represent the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside of Levene Neale's expertise or which is beyond Levene Neale's staffing capabilities; e. prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, lease pleadings, cash collateral pleadings, financing pleadings, and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; f. represent the Debtor with regard to obtaining use of debtor in possession financing and/or cash collateral including, but not limited to, negotiating and seeking Bankruptcy Court approval of any debtor in possession financing and/or cash collateral pleading or stipulation and preparing any pleadings relating to obtaining use of debtor in possession financing and/or cash collateral; g. assist the Debtor in any asset sale process; h. assist the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in respect of the plan; and i. perform any other services which may be appropriate in Levene Neale's representation of the Debtor during its bankruptcy case. Levene Neale will be paid at these hourly rates: Attorneys $495 to $635 Paralegals $250 In the one year prior to filing for bankruptcy, on October 30, 2020, the Debtor paid Levene Neale a retainer of $21,717, including $1,717 filing fee. Prior to filing the petition, the Firm incurred $4,547 in fees and $1,717 in costs to prepare and file the petition, leaving a retainer balance of $15,453. Levene Neale will also be reimbursed for reasonable out-of-pocket expenses incurred. David B. Golubchik, partner of Levene Neale Bender Yoo & Brill L.L.P., 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. Levene Neale can be reached at: David B. Golubchik, Esq. LEVENE NEALE BENDER YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 About Shilo Inn, Idaho Falls Shilo Inn, Idaho Falls, LLC, based in Idaho Falls, ID, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 20-42489) on Nov. 2, 2020. In its petition, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The petition was signed by Mark S. Hemstreet, secretary of Shilo Idaho Falls Corp., manager. LEVENE, NEALE, BENDER, YOO & BRILL L.L.P., serves as bankruptcy counsel to the Debtor and STOEL RIVES LLP, as local counsel. SHOPPINGTOWN MALL NY: Wins Dec. 31 Exclusivity Extension -------------------------------------------------------- Chief Judge Carlota M. Bohm of the U.S. Bankruptcy Court for the Western District of Pennsylvania extended the periods within which Shoppingtown Mall NY LLC has the exclusive right to file a plan of reorganization and to obtain acceptances of the plan through and including December 31, 2020. On March 19, 2020, the Court held a telephonic status conference as requested by the Debtor, the County of Onondaga, State of New York, the Town of Dewitt, and the Jamesville-Dewitt Central School District --the Taxing Bodies". As a result of the COVID-19 pandemic, the Debtor, Town, County, and School District have been forced to reschedule various hearings and push back deadlines in the Debtor's Case numerous times. On August 5, 2020, the Debtor filed an amended Plan of Reorganization and an amended Disclosure Statement and on October 2, 2020, the Debtor attempted to resolve many of the objections posed by the Taxing Bodies by further revising the Amended Disclosure Statement. The Amended Disclosure Statement hearing, originally scheduled for November 5, has been cancelled following mediation and a subsequent settlement among the Debtor and the Taxing Bodies. A hearing has been scheduled for December 14 at 10:00 a.m. via Zoom Video Conference Application to consider the settlement. About Shoppingtown Mall NY Shoppingtown Mall NY LLC owns and operates the shopping center known as "Shoppingtown Mall" located at 3649 Erie Boulevard East, Dewitt, NY 13214 Shoppingtown Mall NY sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 19-23178) on Aug. 13, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million, and liabilities of between $10 million and $50 million. The case is assigned to Judge Carlota M. Bohm. Bernstein-Burkley, P.C., is the Debtor's counsel and Broadway Realty as its real estate broker. No official committee of unsecured creditors has been appointed in the Debtor's case. SMARTOURS LLC: Committee Seeks to Tap Province as Financial Advisor ------------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Debtors smarTours, LLC and SPST Holdings, LLC 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 services: (a) familiarize with and analyze the Debtors' DIP budget, assets and liabilities, and overall financial condition; (b) review financial and operational information furnished by the Debtors; (c) analyze the Debtors' proposed business plans and develop alternative scenarios, if necessary; (d) assess the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; (e) prepare, or review as applicable, avoidance action and claim analyses; (f) assist the committee in reviewing the Debtors' financial reports; (g) advise the committee on the current state of these Chapter 11 cases; (h) advise the committee in negotiations with the Debtors and third parties as necessary; (i) if necessary, participate as a witness in hearings before the bankruptcy court with respect to matters upon which Province has provided advice; and (j) other activities as are approved by the committee, the committee'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 committee. Jorge Gonzalez, a managing director 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: Jorge Gonzalez PROVINCE INC. 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Telephone: (702) 685-5555 E-mail: jgonzalez@provincefirm.com About smarTours LLC SmarTours LLC is a travel company that offers tour packages with airfare, hotels, and more included. Founded in 1996, smarTours is a provider of direct-to-consumer, value-oriented travel experiences to a variety of domestic and global destinations. It offers both pre-packaged tours with pre-set departure dates for individual travelers and customized private tours for passenger groups consisting of more than 20 persons. SmarTours, LLC and SPST Holdings, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12625) on Oct. 19, 2020. The petitions were signed by Christine Petersen, chief executive officer. At the time of the filing, smarTours estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities, while SPST Holdings estimated to have less than $50,000 in assets and $10 million to $50 million in liabilities. The Hon. Karen B. Owens is the case judge. The Debtors tapped Nixon Peabody LLP as their bankruptcy counsel, Cross & Simon, LLC as local Delaware counsel, and Ariste Advisors LLC and Province, Inc. as financial advisors. Prime Clerk LLC is the claims agent. SP PF BUYER: Moody's Upgrades CFR to Caa1, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded SP PF Buyer LLC's Corporate Family Rating to Caa1 from Caa2, its Probability of Default Rating to Caa1-PD from Caa2-PD, and the company's senior secured first lien term loan rating to Caa1 from Caa2. The outlook remains stable. The ratings upgrade reflects Pure Fishing's strong third quarter performance which resulted in better operating performance year-to-date and versus Moody's previous expectations, leading to meaningful improvement in financial leverage and free cash flow generation. The company's debt/EBITDA leverage declined to about 7.8x for the last twelve months (LTM) period ending September 30, 2020, down from 9.3x at fiscal year-end 2019. Pure Fishing's lower debt/EBITDA financial leverage provides cushion within its Caa1 rating to absorb potential future variation around operating results, particularly following a very strong fiscal 2020. In addition, elevated unemployment and a tenuous economic recovery are likely to continue to lead to volatility in discretionary consumer spending. Upgrades: Issuer: SP PF Buyer LLC Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD Corporate Family Rating, Upgraded to Caa1 from Caa2 Senior Secured Bank Credit Facility, Upgraded to Caa1 (LGD3) from Caa2 (LGD3) Outlook Actions: Issuer: SP PF Buyer LLC Outlook, Remains Stable RATINGS RATIONALE Pure Fishing's Caa1 CFR reflects its relatively moderate scale with revenues of $545 million and its high financial leverage with debt/EBITDA at 7.8x for the LTM period ending September 30, 2020. The company's products are concentrated within the mature and discretionary fishing product category, and a prolonged period of high unemployment or weak economic conditions will negatively impact the company's operating results. Pure Fishing has customer concentration with its top customer accounting for around 20% of sales. Governance factors include the company's aggressive financial policies under private equity ownership, including elevated financial leverage. The rating also reflects Pure Fishing's strong market presence in the fishing products industry, and its portfolio of long-standing well recognized brands among fishing enthusiasts. The company has good geographic diversification and benefits from its product diversification within fishing gear. Consumer demand for the company's products has been very strong year-to-date as consumers are spending more on outdoor activities such as fishing, due to social distancing measures because of the coronavirus pandemic. Moody's expects fishing products utilization to remain elevated into the first half of 2021, which will somewhat help offset revenue and earnings headwinds from tough comps in fiscal 2021 versus the elevated demand experienced this year. As a result, Moody's expects debt/EBITDA will remain high around current levels and for free cash flows to moderate in the $15 million range pressured by a normalization of working capital. Pure Fishing's adequate liquidity reflects its relatively healthy cash balance of $74.2 million and $74 million available on its $125 million revolver, which provides financial flexibility to fund operating seasonality and anticipated working capital investments over the coming quarters needed to improve service levels. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectations that the company's debt/EBITDA leverage will remain around current levels and consistent with Moody's expectations for its Caa1 rating. The stable outlook also reflects Moody's expectations that the company will generate moderate positive free cash flow on an annual basis and will maintain at least adequate liquidity over the next 12-18 months. The ratings could be upgraded if the company demonstrates consistent revenue and earnings growth, while maintaining debt/EBITDA under 7.0x. A ratings upgrade would also require the company to maintain at least adequate liquidity, including good free cash flows and revolver availability, as well as financial policies that support credit metrics at the above levels. The ratings could be downgraded if the company's operating performance declines materially due to a prolonged recession or adverse consumer demand trends. Ratings could also be downgraded if debt/EBITDA is above 9.0x, liquidity deteriorates for any reason, including high reliance of revolver borrowings. Headquartered in Columbia, South Carolina, Pure Fishing primarily designs, manufactures and sells fishing equipment, including rods, reels, lures, artificial bait, and related fishing tackle, across the globe. Since December 2018 the company is owned by private equity sponsor Sycamore Partners. Revenue is around $545 million for the LTM period ending September 30, 2020. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. STUDIO MOVIE: Taps Blackbox Management as Management Consultant --------------------------------------------------------------- Studio Movie Grill Holdings, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Blackbox Management Group, LLC as its management consultant. On Oct. 21, 2020, the Debtors entered into a certain Consulting Agreement with Brian Schultz, president of Blackbox, and Blackbox Management Group, LLC, and entity formed by Schultz through which he will provide consulting and management services, to secure advise in the management of the operation of its theaters. The consultant has agreed to provide consulting services including: a. booking films; b. scheduling, marketing, and private event management; c. managing theater, technology, team, and food and beverage; d. accounting, reporting, licensing and planning; e. managing relationships with studios; f. advising Debtors as to Debtors' and its advisors negotiations with landlords and vendors; and g. advising as to staffing at individual venues. Consultant will be paid a consulting fee of $1 per month and reimbursed all reasonable expenses incurred and Schultz will be provided continued medical benefits for himself and his immediate family members consistent with past practices. The consultant can be reached through: Brian Schultz Blackbox Management Group, LLC 701 Fifth Avenue Suite 2800 Seattle, WA 981040 About Studio Movie Grill Studio Movie Grill and its affiliates operate a chain of movie theatres that include full-service dining during the show. Studio Movie Grill is based in Dallas and runs 33 theater-restaurants. Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex., Case No. 20-32633) on Oct. 23, 2020. Studio Movie Grill was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Stacey G. Jernigan is the case judge. The Law Offices of Frank J. Wright, PLLC is the Debtors' counsel. SUNDER HOLDINGS: Dec. 16 Disclosure Statement Hearing Set --------------------------------------------------------- Donald F. Campbell Jr., attorney for debtor Sunder Holdings, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Plan and Disclosure Statement. On November 12, 2020, Judge Kathryn C. Ferguson ordered that: * December 16, 2020 at 2:00 p.m. in Courtroom No. 2, Clarkson S. Fisher Courthouse, Clarkson S. Fisher Courthouse, 402 East State Street, Trenton, NJ 08608 is the hearing on the adequacy of the Disclosure Statement. * Written objections to the adequacy of the Disclosure Statement shall be filed with the Clerk of this Court and served upon counsel for the Debtor, Counsel for the Creditor's Committee and upon the United States Trustee no later than 14 days prior to the hearing before this Court. A full-text copy of the order dated November 12, 2020, is available at https://tinyurl.com/y5cenj69 from PacerMonitor.com at no charge. About Sunder Holdings Sunder Holdings, LLC, is a limited liability company under the laws of the State of New Jersey with its principal place of business located at 1166 River Avenue, Lakewood NJ 08701. Sunder was formed by its Managing Member Harkesh Singh and Harpreet Kaur. Mr. Singh is presently the sole owner and operator of Sunder. Sunder formed as a special purpose vehicle to own, manage and operate its real estate holdings. Sunder owns the commercial properties at 1166 River Avenue, Lakewood, NJ 08701 and 75 Lacey Road, Whiting, NJ 08759. Sunder Holdings filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-bk-16776) on May 22, 2020. GIORDANO, HALLERAN & CIESLA, P.C., is the Debtor's counsel. SUNDER HOLDINGS: U.S. Trustee Objects to Disclosure Statement ------------------------------------------------------------- Andrew R. Vara, the United States Trustee for regions 3 and 9 (the "U.S. Trustee"), objects to the adequacy of the Disclosure Statement filed by Debtor Sunder Holdings, LLC. "The Debtor's projections show that the rent receipts will increase by 500% in January 2021 and will increase by another 100% by February 2021. No information is provided in the Disclosure Statement to explain how these increases will occur, such as whether contracts have been executed or commitments made to lease additional space," the U.S. Trustee pointed out. The U.S. Trustee added that the Debtor should disclose additional information with respect to the following: * The Disclosure Statement and Plan should provide that the professional's fees will be paid only after fee applications have been filed or fees approved. * The Disclosure Statement should explain what happened to the funds obtained pursuant to the Motion for Authority to Obtain Credit Under Section 364(b) for $100,000 and, if the money was received, where it was deposited and how the funds were used. * The Disclosure Statement should provide more detail regarding the Debtor's loan commitment from RCS Funding Group for $5.6 million including whether the loan commitment has been finalized and whether there exists and contingencies before obtaining the loan proceeds. * The Disclosure Statement should disclose the claim of the Internal Revenue Service and/or State of New Jersey for post-petition, unpaid taxes, and treatment of those claims. A full-text copy of the U.S. Trustee's objection to disclosure statement dated December 8, 2020, is available at https://www.pacermonitor.com/view/SUIHXAI/Sunder_Holdings_LLC__njbke-20-16776__0109.0.pdf?mcid=tGE4TAMA About Sunder Holdings Sunder Holdings, LLC, is a limited liability company under the laws of the State of New Jersey with its principal place of business located at 1166 River Avenue, Lakewood NJ 08701. Sunder was formed by its Managing Member Harkesh Singh and Harpreet Kaur. Mr. Singh is presently the sole owner and operator of Sunder. Sunder formed as a special purpose vehicle to own, manage and operate its real estate holdings. Sunder owns the commercial properties at 1166 River Avenue, Lakewood, NJ 08701 and 75 Lacey Road, Whiting, NJ 08759. Sunder Holdings filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-bk-16776) on May 22, 2020. GIORDANO, HALLERAN & CIESLA, P.C., is the Debtor's counsel. SUNDER HOLDINGS: Unsecureds to Recover Up to 100% in Plan --------------------------------------------------------- Sunder Holdings, LLC, submitted a Plan and a Disclosure Statement. In August of 2020, Eastern Valuations, LLC conducted an appraisal of the properties of the debtor. As of September 1, 2020, the Lakewood Property has a market value of $5,250,000. As of September 2, 2020, the Whiting Property has a market value of $2,250,000. Accordingly, the total value of the Properties is $7,500,000 Currently, the Debtor is in negotiations with a prospective tenant interested in renting out 12,000 sq. ft. in the Lakewood Property in order to setup a medical practice. This lease alone would occupy roughly half of the Lakewood Property's available rental space and would add significant rental income. Class 4 - Allowed General Unsecured Claims based on the Debtor's Schedule E/F (not disputed) or a timely filed proof of claim total approximately $33,500. Hapreet Kaur's $100,000 claim is not included in the above total as she has waived her right to a distribution on her claim. Notwithstanding, she retains her right to vote for or against the Plan. The Debtor shall establish a $33,500 fund to pay each unsecured creditor 100% on their claim as of the Effective Date. However, if any additional claims are filed and allowed by the bankruptcy court all unsecured claims are to be paid pro rata from the $33,500 fund as of the Effective Date. This class is impaired. The monies necessary for funding this Plan will be derived from an a secured, post-confirmation, loan from RCS Funding Group, LLC as well as the unsecured administrative DIP loan from Lakshmi R. Kalluru (the "DIP Loan"). These two loans in addition to the Debtor's future rental income will satisfy the Debtor's obligations set forth in the Plan. A full-text copy of the Disclosure Statement dated November 11, 2020, is available at https://tinyurl.com/y5nblou6 from PacerMonitor.com at no charge. Counsel for the Debtor: Donald F. Campbell, Jr., Esq. GIORDANO, HALLERAN & CIESLA, P.C. 125 Half Mile Road, Suite 300 Red Bank, N.J. 07701 Tel: (732) 741-3900 About Sunder Holdings Sunder Holdings, LLC, is a limited liability company under the laws of the State of New Jersey with its principal place of business located at 1166 River Avenue, Lakewood NJ 08701. Sunder was formed by its Managing Member Harkesh Singh and Harpreet Kaur. Mr. Singh is presently the sole owner and operator of Sunder. Sunder formed as a special purpose vehicle to own, manage and operate its real estate holdings. Sunder owns the commercial properties at 1166 River Avenue, Lakewood, NJ 08701 and 75 Lacey Road, Whiting, NJ 08759. Sunder Holdings filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-bk-16776) on May 22, 2020. GIORDANO, HALLERAN & CIESLA, P.C., is the Debtor's counsel. SUNNY HILLS: Unsecured Claims Unimpaired Under Plan --------------------------------------------------- Sunny Hill Aquatic Club submitted an Amended Plan of Reorganization. The Debtor plans to pay all priority and non-priority creditors (except any subordinated or disputed claims) in full upon confirmation of the Plan on the Effective Date of the Plan. The Debtor sold its real property, and netted the sum of $347,485. Those proceeds will be used to pay all priority and unsecured creditors in full (except subordinated or disputed), and the balance will be paid to the members, and the subordinated creditor in the amount required by the pre-petition judgment. All unsecured non subordinated claims will be paid on the Effective Date. The subordinated debt, and member distributions will be paid when the Debtor is dissolved. Debtor's intention is to make the final distribution or before December 31, 2020, or as soon thereafter as it can be made, pending the completion of the final tax return and the dissolution. Class 1 All non-priority non-subordinated unsecured claims are unimpaired. Class 1 claimants are to be paid in full on Effective Date. Class 2 Subordinated non-priority subordinated Claim of Hadi Zeghuzi is also unimpaired. Class 2 is to be paid in full his pro rata share upon dissolution, when members receive their distribution, absent an agreement to the contrary. A full-text copy of the Amended Plan of Reorganization dated October 14, 2020, is available at https://tinyurl.com/yy3nvcdl from PacerMonitor.com at no charge. Attorneys for the Debtor: Tracy Green Lisa Lenherr WENDEL ROSEN LLP 1111 Broadway, 24th Floor Oakland, California 94607-4036 Tel: (510) 834-6600 Fax: (510) 834-1928 Email: tgreen@wendel.com About Sunny Hills Aquatic Club Sunny Hills Aquatic Club sought protection under Chapter 11 of the Bankruptcy Code (N.D. Cal. Case No. 20-41077) on June 25, 2020, listing under $1 million in both assets and liabilities. Tracy Green, Esq. at Wendel, Rosen, Black And Dean represents the Debtor. SUPERIOR ENERGY: Jan.19, 2021 Plan & Disclosures Hearing Set ------------------------------------------------------------ Superior Energy Services, Inc. and its Affiliate Debtors filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, an emergency motion for entry of an order conditionally approving the Disclosure Statement for Joint Prepackaged Plan of Reorganization for the Debtors. On December 9, 2020, Judge David R. Jones ordered that: * The Disclosure Statement is conditionally approved as having adequate information as required by Section 1125 of the Bankruptcy Code for solicitation purposes only without prejudice to any party with standing objecting to the Disclosure Statement at the Combined Hearing. * Jan. 19, 2021 at 12:00 p.m. is the Combined Hearing to consider compliance with disclosure and solicitation requirements and confirmation of the Plan. * Jan. 12, 2021 is fixed as the last day to file any objections to the Disclosure Statement and/or the Plan. * Jan. 15, 2021 at 5:00 p.m. is the deadline to file any brief in support of the Disclosure Statement and confirmation of the Plan and reply to any objections. * The Debtors are authorized to solicit acceptances of the Plan from Holders of General Unsecured Claims Against Parent in Class 6 of the Plan and to solicit acceptances of the Plan from Non-Eligible Holders of Prepetition Notes Claims in Classes 5 and 7 of the Plan. * The Solicitation Procedures utilized by the Debtors for distribution of the Solicitation Packages as set forth in the Motion, including the Prepetition Solicitation, in soliciting acceptances and rejections of the Plan satisfy the requirements of the Bankruptcy Code and the Bankruptcy Rules and are approved. A full-text copy of the order and plan dated December 8, 2020, is available at bit.ly/3qBXYrz from PacerMonitor.com at no charge. 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 E-mail: 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 E-mail: taddavidson@HuntonAK.com ashleyharper@HuntonAK.com pguffy@HuntonAK.com About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (SPN) -- htttp://www.superiorenergy.com/ -- serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. Superior Energy incurred net losses of $255.7 million in 2019, $858.1 million in 2018, and $205.92 million in 2017. As of June 30, 2020, the Company had $1.73 billion in total assets, $222.9 million in total current liabilities, $1.28 billion in long-term debt, $135.7 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. The New York Stock Exchange notified the Securities and Exchange Commission of its intention to remove the entire class of common stock of Superior Energy Services, Inc. from listing and registration on the Exchange on Oct. 13, 2020, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the NYSE. On Dec. 7, 2020, Superior Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35812) to seek approval of a prepackaged Chapter 11 plan of reorganization. Ducera Partners LLC and Johnson Rice & Company L.L.C. are acting as financial advisors for the Company, Latham & Watkins LLP and Hunton Andrews Kurth LLP are acting as legal counsel, and Alvarez & Marsal is serving as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. Evercore L.L.C. is acting as financial advisor for an ad hoc group of noteholders with Davis Polk & Wardwell LLP and Porter Hedges LLP serving as legal counsel. FTI Consulting, Inc. is acting as financial advisor for the agent for the Company's secured asset-based revolving credit facility with Simpson Thacher & Bartlett LLP acting as legal counsel. SUPERIOR ENERGY: Wins Court Approval to Operate in Bankruptcy ------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Superior Energy Services Inc. won court approval of its "first day motions," allowing the company to continue operating and make key payments while aiming to confirm a reorganization plan in January 2021. Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas on Tuesday, December 8, 2020, authorized Superior to pay vendors, utilities, employees, and contractors, and approved a $120 million post-bankruptcy debtor-in-possession letter of credit facility on an interim basis. The loan will come from a group of lenders, with JPMorgan Chase Bank N.A. as agent. The oil and gas exploration and production company, operating in 50 countries. About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (SPN) -- htttp://www.superiorenergy.com/ -- serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment that are used throughout the economic life cycle of oil and gas wells. Superior Energy incurred net losses of $255.7 million in 2019, $858.1 million in 2018, and $205.92 million in 2017. As of June 30, 2020, the Company had $1.73 billion in total assets, $222.9 million in total current liabilities, $1.28 billion in long-term debt, $135.7 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. The New York Stock Exchange notified the Securities and Exchange Commission of its intention to remove the entire class of common stock of Superior Energy Services, Inc. from listing and registration on the Exchange on Oct. 13, 2020, pursuant to the provisions of Rule 12d2-2(b) because, in the opinion of the Exchange, the Common Stock is no longer suitable for continued listing and trading on the NYSE. On Dec. 7, 2020, Superior Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35812) to seek approval of a prepackaged Chapter 11 plan of reorganization. Ducera Partners LLC and Johnson Rice & Company L.L.C. are acting as financial advisors for the Company, Latham & Watkins LLP and Hunton Andrews Kurth LLP are acting as legal counsel, and Alvarez & Marsal is serving as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. Evercore L.L.C. is acting as financial advisor for an ad hoc group of noteholders with Davis Polk & Wardwell LLP and Porter Hedges LLP serving as legal counsel. FTI Consulting, Inc. is acting as financial advisor for the agent for the Company's secured asset-based revolving credit facility with Simpson Thacher & Bartlett LLP acting as legal counsel. TARGET DRILLING: Seeks to Tap Bernard A. Deverson as Accountant --------------------------------------------------------------- Target Drilling, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Bernard A. Deverson, C.P.A., of Deverson, Tanack & Willison, P.C. as accountant. The Debtor desires to hire for Mr. Deverson to prepare its certified year-end financial statements and related corporate tax matters. The hourly billing rates of Mr. Deverson's firm vary between $100 and $190, plus expenses. He has been paid nothing to date for post-petition services but is listed on as a general unsecured creditor of the Debtor in the amount of $1,005. Mr. Deverson disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Bernard A. Deverson, CPA DEVERSON, TANACK & WILLISON, P.C. 1121 Boyce Rd., Ste. 500 Pittsburgh, PA 15241 Telephone: (724) 942-4334 Facsimile: (724) 942-4350 E-mail: bernie@deversonandtanack.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. The Debtor tapped William R. Lauer, Esq., as legal counsel and Bernard A. Deverson, C.P.A., of Deverson, Tanack & Willison, P.C. as accountant. TCN LIBERTY: Deutsche Bank Objects to Plan in Its Entirety ---------------------------------------------------------- Deutsche Bank National Trust Company, as Trustee for registered holders of CBA Commercial assets, small balance commercial mortgage pass-through certificates, series 2006-2, objects to the TCN Liberty Management Inc.'s Amended Chapter 11 Plan and corresponding Disclosure Statement. Deutsche Bank is the current owner and holder of a mortgage encumbering real property located at: 361-365 Cleveland Street a/k/a 676 Liberty Avenue. Brooklyn, New York 11208 (the "Subject Property"), owned by TCN Liberty Management Inc. (the "Debtor") in fee simple, as well as the underlying promissory Note dated October 12, 2006 secured thereby (the "Note"). Deutsche Bank objects to the Plan in its entirety. Shortly after acquiring the property, the Debtor filed the present Chapter 11 bankruptcy. The timeline of the purchase and the almost immediate bankruptcy filing evidences intent by the Debtor to acquire a distressed asset and seek to profit off same. In any event, the Debtor's plan seeks to cram down Deutsche Bank's mortgage to a sum well below its actual value. For example: a. The appraisal reduces the value of the property by a staggering $665,000.00 based on its own engineer's report indicating that the property requires between $462,000.00 and $665,000.00 in renovations/repairs. However, the appraiser concedes that his repair estimates are not reliable. b. The engineer's report does not distinguish between repairs necessary to bring the building into compliance with New York City Code and repairs that are merely beneficial to the Subject Property. Thus, the appraisal does not correctly distinguish between which repairs are voluntary and which repairs are necessary. The engineer's report is entirely flawed and needlessly drives up the cost of renovations to the Subject Property, thereby reducing the properties' appraised value. Despite the ambiguities in the engineer's report, the Debtor's appraiser proceeds to subtract each and every repair from the "As Renovated and Stabilized Value" of the property, thereby passing off unnecessary or aesthetic repairs on the secured creditor. The engineer's report does not specify which repairs are actually mandatory in order to bring the Subject Property in compliance with New York City Code. Since the report does not distinguish between which repairs are required (i.e. repairs needing to bring the property up to code) compared to those that are just recommended (i.e. aesthetically pleasing), the entire report is not reliable to determine the costs of repairs and renovations On the other hand, the secured creditor submits its own appraisal of the Subject Property, which is far more reliable. The Debtor is not permitted to reduce the value of the property to account for renovation time. It is simply inequitable to pass this cost to the secured creditor. Additionally, the Debtor was well aware it was purchasing a distressed asset, which would likely require some renovation. Accordingly, it cannot seek to reduce the value of the property by any of the renovation time, which would in essence force the secured creditor to foot this bill. About TCN Liberty Management TCN Liberty Management Inc. owns real property located at 676 Liberty Avenue, Brooklyn, NY 11208 (Lot 12, Block 3985). An inhabited structure is situated on the Property. The structure is in substantial disrepair. The Property does not generate any income because the tenants refuse to pay their rent. TCN's business generally involves purchasing real property, satisfying mortgages and notes with respect to those properties, and developing the properties to obtain the projected future value. TCN Liberty Management filed a petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-45129) on Aug. 26, 2019, listing under $1 million in both assets and liabilities. Ilevu Yakubov at the Law Office of Ilevu Yakubov represents the Debtor as counsel. TCN LIBERTY: Unsecured Claims Unimpaired Under Plan --------------------------------------------------- TCN Liberty Management Inc. submitted a Reorganization Plan and a Disclosure Statement. The Debtor's business generally involves purchasing real property, satisfying mortgages and notes with respect to those properties, and developing the properties to obtain the projected future value. The Class II claim of Deutsche (DB) secured by a senior mortgage is impaired. The secured claim held by DB in the aggregate amount of $649,042, plus a per diem accrual rate of $106.62. Class II Claims shall be satisfied by payment, in Cash, of the full amount of DB's allowable Claim, as may be adjusted at the Closing. Class IV Unsecured Claims are unimpaired. Class IV Claims shall be paid in full, in Cash, on the Effective Date of the Plan or as soon thereafter as is practicable, plus interest at the federal funds rate on the Petition Date. The funds necessary for implementation of the Plan will be provided from BNYH 11 Management Inc. or one of its affiliates, divisions or subsidiaries. A full-text copy of the Disclosure Statement dated October 14, 2020, is available at https://tinyurl.com/yyexp2p5 from PacerMonitor.com at no charge. Counsel for the Debtor: Ilevu Yakubov, Esq. Law Office of Ilevu Yakubov 8002 Kew Gardens Rd. STE 300 Kew Gardens, NY 11415 Phone: (718) 772-8704 leo@yakubovlaw.com Ilevu Yakubov, Esq. About TCN Liberty Management TCN Liberty Management Inc. owns real property located at 676 Liberty Avenue, Brooklyn, NY 11208 (Lot 12, Block 3985, the “Property”). An inhabited structure is situated on the Property. The structure is in substantial disrepair. The Property does not generate any income because the tenants refuse to pay their rent. TCN's business generally involves purchasing real property, satisfying mortgages and notes with respect to those properties, and developing the properties to obtain the projected future value. TCN Liberty Management Inc. filed a petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-45129) on Aug. 26, 2019, listing under $1 million in both assets and liabilities. Ilevu Yakubov at the Law Office of Ilevu Yakubov represents the Debtor as counsel. THOMAS DEE ENGINEERING: Litigation Settlement to Fund Plan Payments ------------------------------------------------------------------- Thomas Dee Engineering Co., Inc., filed a Chapter 11 Plan. The Plan contemplates the orderly liquidation of the Debtor's assets consistent with the terms of the Litigation Settlement, including the Debtor's rights, causes of action, and coverage entitlements arising under their Insurance Policies. Allowed Asbestos Personal Injury Claims will receive all net proceeds of the Litigation Settlement through the Trust Distribution Procedures. "Litigation Settlement" means that compromise of controversies entered into among Ironshore, Khtikian, the Debtor and the Dees as more particularly described in Article 9 of the Plan and as approved by a final order of the Bankruptcy Court. The Holders of Class 5 Allowed Claims shall receive a pro rata distribution from the balance of Unrestricted Litigation Settlement Proceeds remaining after the payment in full of all Allowed Administrative Claims, Allowed Priority Tax Claims and Allowed Other Priority Claims. A copy of the Plan filed Nov. 5, 2020, is available at: https://www.pacermonitor.com/view/AXZPX7Y/Thomas_Dee_Engineering_Co_Inc__canbke-18-31266__0357.0.pdf?mcid=tGE4TAMA Counsel for the Debtor: Jeffrey J. Goodrich GOODRICH & ASSOCIATES 336 Bon Air Center, #335 Greenbrae, CA 94904 Tel: (415) 925-8630 Fax: (415) 925-9242 About Thomas Dee Engineering Thomas Dee Engineering Co, Inc., is a refractory repair company in Novato, California. At no time has TDEC ever manufactured any product containing asbestos. TDEC's sole connection to any asbestos-containing products was through its refractory repair services. Thomas Dee Engineering sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 18-31266) on Nov. 26, 2018. At the time of the filing, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. The case has been assigned to Judge Hannah L. Blumenstiel. The Debtor tapped Goodrich & Associates as its legal counsel. TUESDAY MORNING: Accuses Investment Funds of Undermining Plan ------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Tuesday Morning Corp. is accusing an ad hoc group of investment funds of sending "false and misleading" statements to creditors to get them to vote against the company's Chapter 11 plan. The group of trade claimants, which includes creditor Invictus Global Management LLC, also has set up a website calling for rejection the Dallas-based company's Chapter 11 plan. The home goods retailer on Monday asked the U.S. Bankruptcy Court for the Northern District of Texas to impose sanctions on the group and require payment for harm caused. The group's "deliberate actions pose an imminent threat to undermine the Court-approved process." About Tuesday Morning Corp. Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. For more information, visit http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 9, 2020. The committee is represented by Munsch Hardt Kopf & Harr, P.C. TUESDAY MORNING: Investment Funds Sanctioned for False Statements ----------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that an ad hoc group of Tuesday Morning Corp. creditors made "false and misleading" statements about the company's bankruptcy plan and will be sanctioned, a bankruptcy court ruled. Wednesday's, December 9, 2020, ruling from Judge Harlin D. Hale of the U.S. Bankruptcy Court for the Northern District of Texas responds to Tuesday Morning's emergency motion, which accused the group of undermining the retailer's Chapter 11 process. The ad hoc group of investment funds led by Invictus Global Management LLC must immediately take down a website it created that urged creditors to vote against Tuesday Morning's Chapter 11 plan, Judge Hale ordered. About Tuesday Morning Corp. Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. For more information, visit http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 9, 2020. The committee is represented by Munsch Hardt Kopf & Harr, P.C. U STOP PUMP: Seeks Approval to Hire Gerry & Kulm Ask as Attorneys ----------------------------------------------------------------- U Stop Pump & Wash, LLC seeks approval from the U.S. Bankruptcy Court for the District of South Dakota to employ Gerry & Kulm Ask, Prof. LLC as attorneys. The firm will render these legal services: (a) file such schedules and other documents as the court may require; (b) initiate or defend adversary proceedings and contested motions; (c) negotiate with priority, secured and unsecured creditors; and (d) formulate a plan and such other duties as may be necessary to attempt a successful reorganization under Chapter 11, along with related legal services during the pendency of this action. The firm's attorneys and paralegal will be paid at their hourly rates below, plus sales tax. Clair R. Gerry, Attorney $340 Laura L. Kulm Ask, Attorney $280 Julie M. Anacker $110 In addition, the firm will seek reimbursement for necessary expenses incurred in connection with this representation. The Debtor has paid a retainer to the firm in the amount of $4,500, which is being held in the firm's trust account. Attorney Gerry disclosed in court filings that the firm has no connections with the Debtor, its creditors, or other parties-in-interest in the Chapter 11 case. The firm can be reached through: Clair R. Gerry, Esq. GERRY & KULM ASK, PROF. LLC 507 West 10th Street P.O. Box 966 Sioux Falls, SD 57101-0966 Telephone: (605) 336-6400 Facsimile: (605) 336-6842 E-mail: gerry@sgsllc.com About U Stop Pump & Wash U Stop Pump & Wash, LLC filed a Chapter 11 petition (Bankr. D.S.D. Case No. 20-40448) on December 3, 2020. Judge Charles L. Nail, Jr. oversees the case. Gerry & Kulm Ask, Prof. LLC serves as the Debtor's legal counsel. W.P. MURPHY: Sale Proceeds Won't Pay Unsecureds in Full ------------------------------------------------------- W.P. Murphy, Inc. filed the First Amended Disclosure Statement and Amended Plan on Dec. 8, 2020. Pursuant to an order of this Court entered on May 6, 2020, the Debtor sold certain property including (but not limited to) a batch plant, shop, equipment, commercial vehicles and shop supplies to TXI Operations, LP. ("Property"). The property was sold for $1,639,160 on or about May 29, 2020. Class 3 General Unsecured Claims will be paid a pro-rata share of all remaining cash generated from the sale of the Debtor's assets. Once all claims are allowed, the Disbursing Agent will pay these creditors their prorata share. Kelly Murphy Perez is currently in a chapter 11 bankruptcy under Case No. 20-50608. She is the 100% owner of the Debtor. Since there will not be sufficient monies to pay the general unsecured creditors in full, all Class 3 Equity Interest will be cancelled after all funds are distributed. The Plan provides for the distribution of the proceeds from the sale of the Debtor's assets. The Debtor believes the Plan is feasible because it is a liquidating plan, all assets have been sold and the plan provides for distribution of all sale proceeds. The deadline for receipt of ballot is January 8, 2021 by 5:00 p.m. The deadline to file a written objection is January 8, 2021 by 5:00 p.m. A hearing on whether to confirm the Plan has been scheduled for January 19, 2021 at 10:30 a.m. The hearing will be conducted by telephone and video conference before the Honorable Craig A. Gargotta. A full-text copy of the First Amended Disclosure Statement dated December 8, 2020, is available at bit.ly/3ozpOTk from PacerMonitor.com at no charge. The Debtor is represented by: Dean W. Greer Law Offices of Dean W. Greer 2929 Mossrock, Ste. 117 San Antonio, Texas 78230 Telephone (210)342-7100 Telecopier (210)342-3633 About W.P. Murphy Inc. W.P. Murphy, Inc., which conducts business under the names Murphy Readymix Concrete and William P. Murphy Inc., is a manufacturer of ready-mixed concrete. W.P. Murphy filed a Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-50145) on Jan. 22, 2020. In the the petition, signed by Kelly T. Murphy Perez, president, the Debtor reported $1,736,050 in total assets and $4,762,941 in total liabilities. Judge Craig A. Gargotta oversees the case. The Law Offices of Dean W. Greer represents the Debtor. WAVE COMPUTING: PFIL Steps Down as Committee Member --------------------------------------------------- James Snyder, acting U.S. trustee for Region 12, announced the resignation of PFIL North America Inc. from the official committee of unsecured creditors in the Chapter 11 case of Wave Computing Inc. The remaining members of the official committee of unsecured creditors are: 1. Synopsys, Inc. Representative: Ean Sewell 690 E. Middlefield Rd. Mountain View, CA 94043-4010 Ean.Sewell@synopsys.com 2. Avnet, Inc. Representative: Dennis Losik 2211 S. 47th Street Phoenix, AZ 85034 Dennis.losik@avnet.com 3. Ensilica India PVT Ltd. Representative: Ramesha Doddamane Ensilica India Pvt Ltd #2064, 2nd Floor, Siri Iris, 24th Main 1st Sector, Hsr Layout Bengaluru 560102, India pm.suresh@ensilica.com Ramesha.doddamane@ensilica.com About Wave Computing Wave Computing, Inc. -- https://wavecomp.ai -- is a Santa Clara, Calif.-based company that revolutionizes artificial intelligence (AI) with its dataflow-based solutions. Wave Computing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20 50682) on April 27, 2020. At the time of the filing, Debtors had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Elaine M. Hammond oversees the cases. The Debtors have tapped Sidley Austin, LLP as their bankruptcy counsel, Affeld Grivakes LLP as conflict counsel, Paul Weiss Rifkind Wharton & Garrison LLP as special counsel. Lawrence Perkins, chief executive officer of SierraConstellation Partners LLC, is Debtors' chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. The committee is represented by Hogan Lovells US, LLP. WESTERN ROBIDOUX: Hires Horn Aylward & Bandy as Special Counsel --------------------------------------------------------------- Western Robidoux, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Missouri to employ Joseph Kronawitter and his law firm, Horn, Aylward, & Bandy, LLC (HAB) as special counsel. The Debtor desires to retain HAB for the purpose of representing the Debtor in liquidating and collecting claims against Ceva Animal Health, LLC and Boheringer Ingelheim Vetmedica, Inc. and related parties for claims owing in contract, tort, and under Chapter 5 of the Bankruptcy Code. Joseph Kronawitter, a member in the law firm of Horn, Aylward, & Bandy, LLC, disclosed in court filings that he and the firm are "disinterested persons" as defined in Section 101(14) of the Bankruptcy Code and they do not hold or represent any interest adverse to the estate with respect to the matters for which they will be retained. The firm can be reached through: Joseph Kronawitter, Esq. HORN AYLWARD & BANDY, LLC 2600 Grand Blvd., Suite 1100 Kansas City, MO 64108 Telephone: (816) 421-0700 Facsimile: (816) 421-0899 E-mail: jkronawitter@hab-law.com 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 and Horn, Aylward, & Bandy, LLC as special counsel; and Liechti, Franken & Young as accountant. WING SPIRIT: Seeks Approval to Tap Choi & Ito as Local Counsel -------------------------------------------------------------- Wing Spirit Inc. seeks approval from the U.S. Bankruptcy Court for the District of Hawaii to employ Choi & Ito as local counsel. The Debtor desires to hire the law firm of Choi & Ito to assist in the Chapter 11 proceeding. The hourly rates of the firm's attorneys are below: Chuck C. Choi $420 Allison A. Ito $260 Chuck C. Choi, a partner in the law firm of Choi & Ito, disclosed in court filings that he does not hold or represent any interest adverse to the estate and has no connection with the Debtor, creditors, any other party-in-interest, their respective attorneys and accountants, the United States Trustee, or any other person employed in the Office of the United States Trustee. The firm can be reached through: Chuck C. Choi, Esq. Allison A. Ito, Esq. CHOI & ITO 700 Bishop Street, Suite 1107 Honolulu, HI 96813 Telephone: (808) 533-1877 Facsimile: (808) 566-6900 E-mail: cchoi@hibklaw.com aito@hibklaw.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. WOMEN'S HEALTHCARE: 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 Unified Women's Healthcare LP. Moody's also assigned B2 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 (including a proposed $140 million 8-year second lien term loan that is not rated) will be used to fund the purchase of Unified by Altas Partners (together with existing sponsor Ares Management), cover existing deferred purchase obligations ("DPOs") related to closed acquisitions, to close acquisitions under Letters of Intent and cover transaction-related expenses. The B2 rating of the senior secured credit facilities is higher than that of the CFR reflecting the loss-absorption offered by the second lien term loan. The following ratings were assigned: Issuer: Unified Women's Healthcare LP Corporate Family Rating at B3 Probability of Default Rating at B3-PD Proposed $80 million 5-year senior secured first lien revolving credit facility at B2 (LGD3) Proposed $420 million 7-year senior secured first lien term loan at B2 (LGD3) Outlook action: Issuer: Unified Women's Healthcare LP Outlook assigned stable. RATINGS RATIONALE Unified's B3 CFR reflects its moderate scale, high financial leverage, and execution risks associated with an active debt-funded acquisition strategy. Further, Unified has some geographic concentration with Florida and North Carolina representing more than half 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 7.0 times. The B3 CFR is supported by Unified's strong competitive position in the markets where it operates, which are highly fragmented. Further, Unified benefits from solid organic growth prospects. The rating is also supported by the alignment of management and physician incentives through physician ownership (~15% pro forma proposed transaction) and a physician compensation structure which is variable. The company has good payor diversity -- approximately 90% of revenues are sourced from commercial payors with no payor representing more than 12% of total collections. Commercial payors typically offer higher reimbursement rates than government payors. Moody's expects Unified's liquidity to be adequate. Moody's expects the company to generate $20-$35 million in free cash flow over the next 12 months as well as have cash balances of approximately $10 million at close (excluding $115 million of restricted cash), along with full availability under the company's $80 million committed bank revolver. Post-refinancing transaction, the company will have approximately $4.2 million in annual mandatory debt repayments. The stable outlook reflects Moody's expectation that the company will continue its rapid expansion strategy and keep leverage within a range of 6.0x - 7.5x. Following are some of the preliminary credit agreement terms, which remain subject to market acceptance. The company expects the proposed first lien term loan to have no financial maintenance covenants while the proposed revolving credit facility will contain a springing maximum first lien leverage ratio (8.10x) 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 $80 million or 100% of consolidated EBITDA (shared between first lien and second lien facilities), plus an additional amount subject to either a 5.25x First Lien Net Leverage Ratio (pari passu secured debt), 7.0x Secured Net Leverage Ratio (junior debt), or if unsecured, either (i) 7.00x Total Net Leverage Ratio or (ii) subject to the 2.00x interest coverage ratio (such incremental debt may also be incurred on a leverage neutral basis if used to finance an acquisition or investment). There are leverage-based step-downs in the asset sale prepayment requirement to 50% and 0% if the First Lien Net Leverage Ratio is equal to or less than 4.75x and 4.25x, respectively. 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. Turning to governance, the company will be majority-owned by private equity sponsors Altas Partners and Ares Management. Therefore, Moody's expects the Unified's financial policies to remain aggressive and favor shareholders over creditors. However, since the physicians also own a proportion of the company, they will also have some influence in deciding the company's policies, albeit limited. 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 Unified 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 Moody's-adjusted debt/EBITDA below 6.0 times would also support an upgrade. Deterioration of operating performance, failure to integrate recent acquisitions, or weakening of liquidity could result in a rating downgrade. Quantitatively, ratings could be lowered if Moody's-adjusted debt/EBITDA is sustained above 7.5 times. Headquartered in Boca Raton, Florida, Unified Women's Health is a leading provider of practice management services to OB-GYN practices affiliated with approximately 1,300 physicians in over 600 locations across 13 states. It provides non-clinical administrative support services to medical practices. The company's annual consolidated revenue is approximately $165 million (nearly $1 billion if the company's affiliates revenue is included). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WORLD CLASS PROPERTY: Owner Files Suit to Reverse Foreclosure Sale ------------------------------------------------------------------ Bob Sechler of Austin American-Statesman reports that Austin businessman Nate Paul is trying to invalidate a foreclosure sale held on December 1, 2020 in which he lost ownership of some downtown real estate and appeared to suffer the first defeat in his lengthy battle to forestall lenders who contend he owes more than $250 million in delinquent debt. Business entities controlled by Paul and his company, World Class Property, filed a lawsuit in Travis County state district court Monday, December 7, 2020, alleging the Dec. 1, 2020 foreclosure auction shouldn't have taken place because of coronavirus-related restrictions on crowd sizes. According to the suit, county officials called to the scene to enforce the restrictions, which limit outdoor gatherings to no more than 10 people without prior approval, told participants the auction was cancelled and ordered them to leave. Various attendees have said the crowd ranged from about 30 to 45 people. In a portion of a video of the event that an attorney for Paul shared with the American-Statesman, an official with the Travis County Fire Marshal's Office announces to participants that "we are not going to have an auction here today" because of the restrictions. A number of people can be heard objecting, however, asking for official documentation for the assertion and noting that such foreclosure auctions have been held in Travis County on the first Tuesday, December 8, 2020, of every month throughout the pandemic. The sale ended up taking place anyway. The lawsuit names as defendant a lender to Paul that was owed about $23 million on the properties up for auction -- which include the downtown site that was at one time home to Carmelo’s Italian restaurant -- and had been pushing for foreclosure for more than a year. The lender, an entity called ATX Lender 5, an affiliate of real estate firm Stonelake Capital Partners, was the only bidder, winning the properties for $17.8 million, although no money changed hands because it was owed more. "The result of the alleged foreclosure sale was the lender being the only bidder present at the 'auction’ and winning" with a bid well below the combined market value of the properties that's estimated "in excess" of $31 million, the lawsuit says. But the official actions by the Travis County Fire Marshal's Office and sheriff's deputies during the event are under dispute, and the county hasn't clarified its position on what took place. It's also unclear how many people actually left or if the number of bidders was affected. Some industry experts have told the American-Statesman that single bidders aren't unusual in multimillion-dollar foreclosure auctions. Hector Nieto, Travis County's spokesman, said in the first week of December 2020 that the event "exceeded gathering limitations set by the governor's and Travis County's most recent COVID-19 orders," so participants were told they "should disperse." But Nieto hasn't said if they were ordered to leave, if the event was officially canceled at the scene by county personnel or if a report regarding the matter was written, referring those questions to the county attorney's office, which has yet to provide the answers. The Statesman has submitted a request for the information to Travis County under the Texas Public Information Act. Some counties, such as Bexar, have routinely canceled all monthly foreclosure auctions during the pandemic, but Travis isn't among them. "The foreclosure sale on Dec. 1, 2020, was properly noticed and lawfully conducted — any claims to the contrary are false," said Jonathan Pelayo, an attorney for ATX Lender 5. "Foreclosure sales have occurred on the first Tuesday of the month in Travis County in times of war, inclement weather and other extenuating circumstances," Pelayo said in a written statement. They "were not cancelled in Travis County on Dec.1, 2020." The loss of the properties represents just the tip of the iceberg in terms of the potential financial woes facing Paul, who also is a central figure in an ongoing controversy regarding allegations of corruption against Texas Attorney General Ken Paxton. Since late last 2019, lenders to Paul and his company have tried to foreclose on a combined $258 million in what they contend are overdue loans made to more than two dozen Texas-based real estate entities that Paul controls, according to a review by the Statesman. The lawsuit this week isn't the first time Paul's company has cited coronavirus-related restrictions on crowd sizes in an attempt to forestall foreclosure auctions involving his properties. Amplify Credit Union held delinquent notes on three Paul-controlled properties in various counties and had planned to put them up for auction Aug. 4, 2020. But Amplify called off its proceedings at the last minute because of an order issued by Paxton the weekend beforehand advising counties that foreclosure auctions shouldn't proceed if coronavirus restrictions limited crowd sizes. Amplify CEO Kendall Garrison told the Statesman in October that his firm was alerted to the order by an attorney for Paul's company, World Class Property, on the Monday before the Tuesday auctions were to take place. The handful of properties sold to ATX Lender 5 at the Travis County auction last week were owned by Paul-controlled real estate entities named 900 Cesar Chavez LLC, 905 Cesar Chavez LLC, 5th and Red River LLC and 7400 South Congress LLC. In November 2019, all four filed for Chapter 11 bankruptcy protection, which automatically halts efforts to collect overdue debt. But after a year without a viable plan to exit bankruptcy, the automatic stay from bankruptcy court that prevented foreclosure was lifted last November 2020. About World Class Holdings World Class Holdings Inc. is a multi-billion dollar holding company established by Nate Paul in 2016 that owns a diverse portfolio of assets and operating companies. Paul formed World Class in 2007. and today the company is one of the nation's largest privately-owned real estate owners. Its portfolio spans multiple asset classes, including office, retail, multifamily, industrial, hospitality, self-storage and marinas located across 17 states nationwide. At least 22 entities owned by World Class have sought bankruptcy protection since November 2019. The most recent filings were filed Oct. 6, 2020, by WC Teakwood Plaza LLC (Bankr. W.D. Tex. Case No. 20-11104), WC 4811 South Congress LLC (Case No. 20-11105), WC 8120 Research LP (Case No. 20-11106), and WC South Congress Square LLC (Case No. 20-11107) . WC Teakwood was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy fliling. WC 4811 South was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. WC 8120 Research was estimated to have $10 million to $50 million in assets and at least $1 million in debt. WC South Congress was estimated to have $50 million to $100 million in assets and $10 million to $50 million in liabilities. FISHMAN JACKSON RONQUILLO PLLC, led by Mark H. Ralston, is the Debtors' counsel. YOUFIT HEALTH: Hires Red Banyan as Public Relations Consultant -------------------------------------------------------------- YouFit Health Clubs LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Red Banyan Group, LLC as their public relations consultant. The professional services that Red Banyan will render are: a. prepare materials to be distributed to the Debtors' employees explaining the impact of these cases; b. draft correspondence to creditors, vendors, employees, affiliates, and other interested; c. prepare written guidelines for head office and location managers to assist them in addressing employee and customer concerns; d. prepare news releases for dissemination to the media for distribution; e. interface and coordinate media reports to contain the correct facts and the Debtors' perspective as an ongoing business; f. assist the Debtors in maintaining their public image as a viable going concern during the chapter 11 process; g. assist the Debtors in handling inquiries, e.g., employees, vendors, customers, etc.; and h. perform other strategic communications consulting services as may be required by the Debtors in these cases. Red Banyan has advised the Debtors that the current hourly billing rates for principal professionals are $475 per hour. Other professionals will bill with varying hourly rates that do not exceed $475. Evan Nierman, CEO of Red Banyan, assures the court that his firm does not hold or represent any interest adverse to the Debtors or their Chapter 11 estates, their creditors, or any other party-in-interest in connection with these cases, and is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Evan Nierman Red Banyan Group, LLC 500 W Cypress Creek Rd, #560 Fort Lauderdale, FL 33309 Phone: (954) 379-2115 Email: evan@redbanyan.com About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. Visit https://www.youfit.com for more information. On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel, FocalPoint Securities LLC as investment banker, Red Banyan Group LLC as communications consultant, and Hilco Real Estate LLC as real estate advisor. Donlin Recano & Company Inc. is the claims agent. YOUFIT HEALTH: Seeks to Hire Donlin Recano as Administrative Agent ------------------------------------------------------------------ YouFit Health Clubs LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Donlin, Recano & Company, Inc. as their administrative agent. The professional services that Donlin Recano will render are: (a) assist with the preparation of the Debtors' Schedules and Statements and gather data in conjunction therewith; (b) create and maintain databases for maintenance and formatting of data for the Schedules and Statements; (c) coordinate collection of data from the Debtors and their advisors; (d) provide data entry and quality assurance assistance regarding the Schedules and Statements; (e) in the event the Debtors file or seek confirmation of a Chapter 11 plan of liquidation, balloting and tabulation services, including, without limitation, generating an official ballot certification, testify, if necessary, in support of the ballot tabulation results, and manage any distributions pursuant to a confirmed plan; and (f) provide such other claims processing, noticing, solicitation, balloting and administrative services described in the Engagement Agreement, but not included in the order approving the 156(c) Application, 2 as may be requested from time to time by the Debtors. The hourly rates of the firm's professionals are: Executive Management No charge Senior Bankruptcy Consultant $140 - $170 Case Manager $90 - $140 Consultant/Analyst $80 - $110 Technology/Programming Consultant $70 - $90 Clerical $35 = $45 Nellwyn Voorhies, the president of Donlin Recano, disclosed in court filings that the firm and its professionals are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Nellwyn Voorhies DONLIN, RECANO & COMPANY, INC. 6201 15th Avenue Brooklyn, NY 11219 Telephone: (212) 481-1411 About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. Visit https://www.youfit.com for more information. On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel, FocalPoint Securities LLC as investment banker, Red Banyan Group LLC as communications consultant, and Hilco Real Estate LLC as real estate advisor. Donlin Recano & Company Inc. is the claims agent. YOUFIT HEALTH: Seeks to Hire Hilco Real Estate as Consultant ------------------------------------------------------------ YouFit Health Clubs LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Hilco Real Estate, LLC as their real estate consultant. The professional services that Hilco will render are: a. meet with the Debtors to ascertain the Debtors' goals, objectives and financial parameters; b. mutually agree with the Debtors' with respect to a strategic plan for restructuring, deferring rent, or terminating the Leases; c. on the Debtors' behalf, negotiate the terms of restructuring, rent deferral, and termination agreements with the landlords under the Leases, in accordance with the Strategy; d. provide written reports periodically to the Debtors regarding the status of such negotiations; e. provide expert witness consulting services including but not limited to, preparation for trial and providing testimony if required (the "Expert Witness Services"); and f. assist the Debtors in closing the pertinent Lease restructuring, rent deferral, and termination agreements. Hilco will be paid: a. Initial Fee: The Debtors shall pay Hilco an initial fee of $75,000 upon the execution of the Consulting Agreement. The Initial Fee shall be earned in full upon execution of the Consulting Agreement and shall be nonrefundable; provided, however, that Hilco shall offset the Initial Fee against earned Restructured Lease Savings Fees, Rent Deferred Lease Fees, and Term Shortening Fees at a rate of $0.25 on the dollar; provided, however, further, that in no event shall Hilco have any obligation to refund any portion of the Initial Fee. b. Rent Deferred Lease Fee: For each Lease that becomes a Rent Deferred Lease, Hilco shall earn a fee equal to a base fee of $1,750 plus an amount equal to a percentage of the rent, projected or actual capital investment(s), and other costs and expenses that are deferred as of the scheduled payment date in connection with an applicable Rent Deferred Lease, according to the following table: Time Period of Rent Deferral Percentage of Deferred Rent Less than 6 months 1.5 percent 6 months to 11 months 2.5 percent 12 months to 23 months 3.5 percent 24 months or more 4.5 percent The Rent Deferred Lease Fee shall be in lieu of the Restructured Lease Savings Fee solely with respect to Restructured Lease Savings that are attributable to the deferring of (i) rent, (ii) projected or actual capital investments, or (iii) other costs and expenses that would otherwise be due, owing, and payable under the terms of such Lease. c. Restructured Lease Savings Fee: For each Lease that becomes a Restructured Lease, Hilco shall earn an amount equal to a base fee of $1,750 plus plus the aggregate Restructured Lease Savings multiplied by 5.5 percent. d. Term Shortened Lease Fee: For any Term Shortened Lease where (a) the Debtors are provided with an early termination right or the term of the Lease is otherwise shortened, an amount equal to one (1) month of gross rent under such Term Shortened Lease, or (b) the Lease is terminated, Hilco shall earn an amount equal to two (2) months of gross rent under such Term Shortened Lease, capped at fifty thousand dollars ($50,000). To the extent a Lease is both a Restructured Lease and a Term Shortened Lease, any lease savings attributable to the shortening of a Restructured Lease term shall be excluded from the calculation of the applicable Restructured Lease Savings Fee, and Hilco shall only be entitled to receive the applicable Term Shortened Lease Fee on account of such Restructured Lease term shortening. e. Expert Witness Services: For any Expert Witness Services performed by Hilco, Hilco shall an amount, calculated on a time and materials basis, based on the actual hours worked at the following hourly rate per individual, as follows: Role Hourly Rate President or CEO $800 Senior Vice President, Executive Vice President, Vice President $600 Associate $350 Analyst $200 f. Expenses: Pursuant to the Consulting Agreement, the Debtors are responsible for reimbursing Hilco for all Expenses. Hilco 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, according to court filings. Hilco can be reached through: Sarah Baker Hilco Real Estate, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel. (847) 504-2462 Email: sbaker@hilcoglobal.com About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. Visit https://www.youfit.com for more information. On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel, FocalPoint Securities LLC as investment banker, Red Banyan Group LLC as communications consultant, and Hilco Real Estate LLC as real estate advisor. Donlin Recano & Company Inc. is the claims agent. YOUFIT HEALTH: Seeks to Hire Phoenix Executive, Appoints CRO ------------------------------------------------------------ YouFit Health Clubs LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire Phoenix Executive Services, LLC and designate Brian Gleason as the Debtors' chief restructuring officer. The professional services that Phoenix and Mr. Gleason will render are: (a) provide duties typically associated with the position of chief executive officer; (b) assist the Debtors in evaluation of cash requirements, cash forecasts, financial projections and disbursements; (c) formulate cash conservation strategies for the Debtors to extend current runway; (d) coordinate management and external constituencies including restructuring counsel; (e) identify and handle strategic options available to the Debtors regarding future operations, including the sale of the Debtors, new capital, restructuring current capital structures, and the evaluation of various restructuring processes, including filing for bankruptcy; (f) lead negotiations with lenders, equity providers and other stakeholders; and (g) handle all finance (including disbursements), real estate (including leases), budget and operational matters, including assist with such other matters that may fall within Phoenix's expertise. (h) assist the Debtors in the preparation of their schedules and statements and monthly operating reports. The Debtors provided Phoenix with $280,801.50 as a retainer. Phoenix will seek payment for compensation in the form of a fixed rate for Mr. Gleason's as CRO and hourly rates for the services provided by Additional Personnel, plus reimbursement of actual and necessary expenses incurred by Phoenix. Mr. Gleason, senior managing director of Phoenix, assures the court that he and Phoenix are "disinterested persons," as such term is defined in Section 101(14) of the Bankruptcy Code and as required under section 327(a) of the Bankruptcy Code, and do not hold or represent an interest materially adverse to the Debtors' estates, their creditors, or their shareholders for the matter for which FocalPoint is to be employed. The firm can be reached through: Brian Gleason Phoenix Executive Services, LLC 110 Commons Court Chadds Ford, PA 19317 About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. Visit https://www.youfit.com for more information. On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel, FocalPoint Securities LLC as investment banker, Red Banyan Group LLC as communications consultant, and Hilco Real Estate LLC as real estate advisor. Donlin Recano & Company Inc. is the claims agent. YOUFIT HEALTH: Taps FocalPoint Securities as Investment Banker -------------------------------------------------------------- YouFit Health Clubs LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to hire FocalPoint Securities, LLC as their exclusive investment banker. The professional services that FocalPoint will render are: a. familiarize itself with the business, operations, assets, financial conditions, and prospects of the Debtors; b. evaluate the Debtors' debt capacity in light of their projected cash flows and assist in the determination of an appropriate capital structure for the Debtors; c. advise the Debtors in analyzing their strategic alternatives and restructuring and effecting financial aspect for any Transaction; d. design the appropriate process to effect and initiate any Transaction, including an analysis of the various alternatives and, identify potential lenders, purchasers, and investors (Counterparties) to be contacted for the Transaction; e. [prepare any appropriate financial models, financial analysis, and marketing materials necessary to initiate and effect any Transaction including those to be provided to Counterparties in conjunction with any Transaction, including a confidential information memorandum to be distributed to potential Counterparties; f. assist the Debtors in creating, populating, and administering an electronic data room with appropriate due diligence materials relative to a proposed Transaction; g. as appropriate, solicit interest from Counterparties in any Transaction; h. assist the Debtors and their other professionals in negotiating the terms of the anticipated stalking horse credit bid by the prepetition lenders (Prepetition Lenders), including the terms of the proposed asset purchase agreement; i. assist the Debtors and its other professionals in designing appropriate sale procedures, including an appropriate sale time line and bidding and auction procedures; j. assist the Debtors and its other professionals in reviewing and evaluating the terms of any proposed Transaction and, if directed, negotiating the terms thereof; k. advise the Debtors on the risks and benefits of considering a Transaction with respect to the Debtors' intermediate and long-term business prospects and strategic alternatives to maximize the business enterprise value of the Debtors; l. determine a range of values for the Debtors and any securities that the Debtors offer or proposes to offer in connection with a Transaction; m. assist or participate in negotiations with parties in interest, including any current or prospective creditors of, holders of equity in, or claimants against the Debtors and/or their respective representative in connection with a Transaction; n. advise the Debtors with respect to, and attend, meetings of the Debtors' Board of Directors (or equivalent body) and its committees, creditor groups, official constituencies, and other interested parties, as necessary; and o. as appropriate, provide relevant testimony with respect to any Transaction. FocalPoint will be paid: a. Monthly Fee: A monthly cash fee of $35,000 (the "Monthly Fee"). The initial Monthly Advisory Fee was earned, due and payable upon the execution of the Engagement Agreement. Thereafter, a Monthly Fee shall be earned due and payable on each monthly anniversary of the date of the Engagement Agreement. b. Completion Fee: If the Debtors consummate a Restructuring other than an acquisition by the Prepetition Lenders, FocalPoint will earn a cash fee (the "Completion Fee") equal to $1 million, which shall be payable upon the earlier of: (a) the completion of any Restructuring including, without limitation, the confirmation and effectiveness of a Plan or (b) the closing of any Restructuring transaction. c. Financing Fee: In the event that the Debtors close a Financing with a party other than some or all of the Prepetition Lenders, FocalPoint will earn a fee (the "Financing Fee") to be paid either as underwriting discounts, placement fees or other compensation upon the closing of any Financing equal to: i. 1.5 percent of the gross amount of funded or committed indebtedness that is secured by a first lien in a debtor in possession financing, to the extent directed by the Debtors to arrange such Financing; plus ii. 1.5 percent of the gross amount of funded or committed indebtedness other than debtor-in-possession financing; plus iii. 5.0 percent of the gross amount of any funded or committed preferred or common equity, convertible or otherwise equity-linked securities or obligations. d. Sale Fee: In the event that the Debtors close a Sale to a party other than the Prepetition Lenders, FocalPoint will be entitled to a fee (the "Sale Fee") to be paid upon the closing of any Sale equal to 1.75 percent of Transaction Value. e. Prepetition Lender Transaction Fee: In the event that the Debtors close a Transaction or Sale with the Prepetition Lenders, a fee to be paid upon such closing equal to $500,000 (the "Prepetition Lender Transaction Fee"). Notwithstanding any other provision of the Engagement Agreement, the Prepetition Lender Transaction Fee shall be the only fee payable to FocalPoint to the extent the Prepetition Lenders acquire any of the assets or equity of the Debtors whether through a credit bid, a sale under section 363 of the Bankruptcy Code or a Plan that incorporates Sale, issuance of stock, or any other transaction between the Debtors and the Prepetition Lenders (or any plan consummated after such a transaction is closed). f. The parties acknowledge that more than one fee may be payable to FocalPoint pursuant to the provisions. g. In the event that FocalPoint is entitled to a Sale Fee and a Completion Fee, FocalPoint shall also credit 100% of any Sale Fee(s) earned and paid to FocalPoint against the Completion Fee; provided, that in no case shall the Completion Fee be less than zero. FocalPoint is a "disinterested person," as such term is defined in section 101(14) of the Bankruptcy Code and as required under section 327(a) of the Bankruptcy Code, (b) does not hold or represent an interest materially adverse to the Debtors' estates, their creditors, or their shareholders for the matter for which FocalPoint is to be employed, according to court filings. The firm can be reached through: Richard F. NeJame FocalPoint Securities, LLC 11150 Santa Monica Blvd., Suite 1550 Los Angeles, CA 90025 About YouFit Health Clubs YouFit Health Clubs, LLC, and its affiliates own and operate 85 fitness clubs in the states of Alabama, Arizona, Florida, Georgia, Louisiana, Maryland, Pennsylvania, Rhode Island, Texas, and Virginia. Visit https://www.youfit.com for more information. On Nov. 9, 2020, YouFit Health Clubs and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12841). YouFit was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped Greenberg Traurig LLP as its bankruptcy counsel, FocalPoint Securities LLC as investment banker, Red Banyan Group LLC as communications consultant, and Hilco Real Estate LLC as real estate advisor. Donlin Recano & Company Inc. is the claims agent. YOURELO YOUR: Court Extends Plan Exclusivity Until April 2020 ------------------------------------------------------------- At the behest of Yourelo Your Full-Service Relocation Corporation, Judge Christopher J. Panos extended the periods within which the Debtor has the exclusive rights to file a plan of reorganization and to obtain acceptances of the plan to April 23, 2021, and June 23, 2021, respectively. Prior to the Petition Date, the Debtor was the owner of 585 North Shore Road, Revere, Massachusett. On August 21, 2017, the City of Revere took title to the Property pursuant to applicable state law, subject to the Debtor's right of redemption, as security for the repayment of the certain tax obligations assessed by the City against the Property. On September 24, 2019, the City obtained a foreclosure judgment. On November 20, 2019, the Debtor filed its complaint against the City commencing an Adversary Proceeding (A.P. No. 19-01140) to avoid the transfer of the Property and recover the Property from the City, whether as a preference, or, in the alternative, as a constructively fraudulent conveyance of the Property. The Debtor intends to recover title to the Property and subsequently to develop the Property for commercial uses. The Debtor has filed a motion for summary judgment in the adversary proceeding, which is currently pending. The extension will now permit the Debtor to resolve the Adversary Proceeding. The Debtor said that, upon recovery of the Property, it will be in a position to propose a plan of reorganization involving the development of the Property for commercial uses. About Yourelo Your Full-Service Relocation Yourelo Your Full-Service Relocation Corporation is a real estate lessor based in Revere, Mass. It conducts business under the name Gentle Movers. Yourelo sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-13602) on Oct. 23, 2019. The petition was signed by Umida Yusupova, president. At the time of filing, the Debtor had estimated assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Christopher J. Panos oversees the case. The Debtor is represented by Casner & Edwards, LLP. YRC WORLDWIDE: Provides Quarter-To-Date Operating Data for Q4 2020 ------------------------------------------------------------------ YRC Worldwide Inc. reported certain operating metrics for the first two months of fourth quarter 2020. For YRC Worldwide less-than-truckload (LTL), the percent change 2020 from 2019: Shipments Weight per Tonnage per Per Workday Shipment Workday ----------- ---------- ----------- October -0.2% 2.1% 1.9% November 0.3% 1.9% 2.2% QTD 0.0% 2.0% 2.1% Revenue per Revenue per hundredweight(a) shipment (a) ---------------- ------------ October -3.5% -1.5% November 0.6% 2.4% QTD -1.6% 0.3% (a) Includes fuel surcharge About YRC Worldwide YRC Worldwide Inc., headquartered in Overland Park, Kan., is a holding company for a portfolio of less-than-truckload (LTL) companies including Holland, New Penn, Reddaway, and YRC Freight, as well as the logistics company HNRY Logistics. YRC Worldwide companies -- http://www.yrcw.com-- offer expertise in flexible supply chain solutions, ensuring customers can ship industrial, commercial and retail goods with confidence. YRC Worldwide reported a net loss of $104 million for the year ended Dec. 31, 2019. As of Sept. 30, 2020, the Company had $2.11 billion in total assets, $711.5 million in total current liabilities, $1.09 billion in long-term debt and financing (less current portion), $104.2 million in pension and postretirement, $196.2 million in operating lease liabilities, $320.3 million in claims and other liabilities, and a total stockholders' deficit of $323.1 million. * * * As reported by the TCR on July 14, 2020, S&P Global Ratings raised its issuer credit rating on Overland Park, Kan.-based less-than-truckload (LTL) and logistics company YRC Worldwide Inc. to 'CCC+' from 'CCC' after the company announced the U.S. Department of the Treasury will lend it an aggregate of $700 million under the Coronavirus Aid, Relief, and Economic Security (CARES) Act, and that it has amended its term loan agreement to waive the minimum EBITDA covenant through December 2021. In July 2020, Moody's Investors Service confirmed the ratings of truck carrier YRC Worldwide Inc., including the Caa1 corporate family rating, following YRC's announcement that the United States Department of Treasury intends to provide a $700 million loan to YRC under authorization of the CARES Act. The Caa1 CFR considers the company's position as one of the largest less-than-truckload truck carriers in North America, thin operating margins and substantial debt balance, in part due to Moody's adjustments related to underfunded pension obligations. ZAXBY'S OPERATING: Moody's Assigns B3 CFR, Outlook Stable --------------------------------------------------------- Moody's Investors Service assigned first time ratings to Zaxby's Operating Company LP including a B3 corporate family rating and a B3-PD probability of default rating. In addition, Moody's assigned a B2 rating to Zaxbys' proposed $100 million 1st lien revolving credit facility and $625 million 1st lien senior secured term loan as well as a Caa2 rating to the company's proposed $250 million 2nd lien senior secured term loan. The outlook is stable. Proceeds from the proposed senior secured bank facilities and common equity contributed by funds affiliated with Goldman Sachs Merchant Banking Division will be used to fund the leveraged buyout of Zaxby's. Moody's ratings and outlook are subject to receipt and review of final documentation. "The ratings reflect governance considerations particularly aggressive financial strategies given Zaxby's high leverage pro forma for its acquistion with leverage of over 7.0 times for the LTM period ending September 30, 2020, as well as its relatively small scale, narrower product focus and geographic concentration" stated Bill Fahy, Moody's Senior Credit Officer. "However, the ratings also reflect Zaxbys strong brand awareness in its core markets, business model that supported its ability to quickly shift to entirely off-premise dining, good day-part and weekly distribution, material equity component to partially finance the acquisition and good liquidity," stated Fahy. The ratings also reflect the impact of the coronavirus pandemic, which Moody's views as a social risk. Assignments: Issuer: Zaxby's Operating Company LP Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st Lien Bank Credit Facility, Assigned B2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Assigned Caa2 (LGD5) Outlook Actions: Issuer: Zaxby's Operating Company LP Outlook, Assigned Stable RATINGS RATIONALE Zaxby's rating is constrained by its high leverage, relatively small scale, narrower product focus and geographic concentration. The rating benefits from a strong brand awareness in its core markets, business model that supported its ability to quickly shift to entirely off-premise dining, good day-part and weekly distribution, a material amount of contributed equity and good liquidity. The stable outlook reflects Moody's view that leverage will gradually improve as various costs saving and operational initiatives are implemented and gain traction, new restaurants are added and management focuses on debt reduction over and above mandatory amortization. The outlook also incorporates Moody's view that Zaxby's will maintain good liquidity and new restaurant additions will be at a measured pace. The corona-virus 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 restaurant sector 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 corona-virus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety." Zaxby's private ownership is a rating factor given the potential implications from both a capital structure and operating perspective. Financial policies are always a key concern of privately-owned companies with regards to the potential for higher leverage, extractions of cash flow via dividends, or more aggressive growth strategies. Restaurants are deeply entwined with sustainability, social and environmental concerns given their operating model with regards to sourcing food and packaging, as well as having an extensive labor force and constant consumer interaction. While these may not directly impact the credit, these factors could impact brand image and result in a more positive view of the brand overall. The credit facilities are expected to contain covenant flexibility for transactions that could adversely affect creditors, including: incremental facility capacity up to the greater of $125 million and 100% of pro forma consolidated EBITDA, plus reallocated general debt basket amounts (with the foregoing amounts permitted to be incurred with an earlier maturity date than the existing loans), plus an additional amount subject to either pro forma First Lien Leverage Ratio = 5.0x (if secured on a first lien basis) or pro forma Senior Secured Leverage Ratio = 7.0x (if secured on a second lien basis), or so long as leverage does not increase on a pro forma basis if used to finance a permitted acquisition or investment; the ability to transfer assets to unrestricted subsidiaries subject to a blocker provision limiting the transfer of intellectual property which is material (taken as a whole); the requirement that only wholly-owned subsidiaries act as subsidiary guarantors, raising the risk that guarantees may be released following a partial change in ownership; and step downs in the asset sale prepayment requirement to 50% and 0% if the First Lien Leverage Ratio is equal to or less than 4.5x and 4.0x, respectively and excluding the proceeds of any permitted Sale-Leaseback Transaction. The B2 rating assigned to the $100 million 1st lien revolving credit facility and $625 million first lien term loan reflects the support from the significant amount of junior ranking debt and non-debt liabilities to these facilities, including the second lien term loan. The Caa2 rating on the $250 million 2nd lien senior secured term loan reflects its junior position to the significant amount of 1st lien senior secured bank debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could result in an upgrade include a sustained strengthening of debt protection metrics driven in part by a solid improvement in same store sales and earnings. Specifically, a higher rating would require debt to EBITDA of approximately 5.75 times and EBIT coverage of gross interest of over 1.75 times. An upgrade would also require good liquidity. A downgrade could occur if on a sustained basis debt to EBITDA was over 6.75 times or EBIT to interest coverage was below 1.25 times. A deterioration in liquidity could also result in a downgrade. Zaxby's, with headquarters in Georgia, operates about 146 and franchises around 760 restaurants in 17 states under the Zaxby's brand name. Annual revenues are about $410 million, although systemwide sales are about $2.0 billion. The company will be majority owned by Goldman Sachs Merchant Banking. The principal methodology used in these ratings was Restaurant Industry published in January 2018. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Waxelene, Inc. Bankr. S.D. Cal. Case No. 20-05878 Chapter 11 Petition filed December 1, 2020 See https://www.pacermonitor.com/view/XBP3FBQ/Waxelene_Inc__casbke-20-05878__0001.0.pdf?mcid=tGE4TAMA represented by: Judith A. Descalso, Esq. LAW OFFICE OF JUDITH A. DESCALSO E-mail: jad@jdescalso.com In re MDK1, LLC Bankr. S.D. Fla. Case No. 20-23228 Chapter 11 Petition filed December 2, 2020 See https://www.pacermonitor.com/view/AILRSKI/MDK1_LLC__flsbke-20-23228__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Owlhead Enterprises, LLC Bankr. S.D. Ga. Case No. 20-20457 Chapter 11 Petition filed December 2, 2020 See https://www.pacermonitor.com/view/4UC3T2I/Owlhead_Enterprises_LLC__gasbke-20-20457__0001.0.pdf?mcid=tGE4TAMA represented by: Jon Levis, Esq. MERRILL & STONE LLC E-mail: levis@merrillstone.com In re Sezikeye Financial Investment, LLC Bankr. D. Md. Case No. 20-20529 Chapter 11 Petition filed December 2, 2020 See https://www.pacermonitor.com/view/XIQBQOA/Sezikeye_Financial_Investment__mdbke-20-20529__0001.0.pdf?mcid=tGE4TAMA represented by: Robert M. Stahl, Esq. LAW OFFICES OF ROBERT M. STAHL E-mail: StahlLaw@comcast.net In re International Collision Repair, LLC Bankr. D. Oregon Case No. 20-33271 Chapter 11 Petition filed December 2, 2020 See https://www.pacermonitor.com/view/RQKMMJA/International_Collision_Repair__orbke-20-33271__0001.0.pdf?mcid=tGE4TAMA represented by: Michael D. O'Brien, Esq. MICHAEL D. O'BRIEN & ASSOCIATES, P.C. E-mail: enc@pdxlegal.com In re Limerick Realty Partners, LLC Bankr. E.D. Pa. Case No. 20-14625 Chapter 11 Petition filed December 2, 2020 See https://www.pacermonitor.com/view/FPACYQQ/Limerick_Realty_Partners_LLC__paebke-20-14625__0001.0.pdf?mcid=tGE4TAMA represented by: Michael A. Siddons, Esq. LAW OFFICE OF MICHAEL ALAN SIDDONS E-mail: msiddons@siddonslaw.com In re Limerick Dining Corp. Bankr. E.D. Pa. Case No. 20-14626 Chapter 11 Petition filed December 2, 2020 See https://www.pacermonitor.com/view/F4KPYOI/Limerick_Dining_Corp__paebke-20-14626__0001.0.pdf?mcid=tGE4TAMA represented by: Michael A. Siddons, Esq. LAW OFFICE OF MICHAEL ALAN SIDDONS E-mail: msiddons@siddonslaw.com In re Carol C. Farley Bankr. W.D. Pa. Case No. 20-23352 Chapter 11 Petition filed December 2, 2020 represented by: Matthew Herron, Esq. In re Southern Management Asset Services LLC Bankr. E.D. Va. Case No. 20-12627 Chapter 11 Petition filed December 2, 2020 See https://www.pacermonitor.com/view/ZTYAX5Y/Southern_Management_Asset_Services__vaebke-20-12627__0001.0.pdf?mcid=tGE4TAMA represented by: John P. Forest, II, Esq. LAW OFFICE OF JOHN P. FOREST, II E-mail: j.forest@stahlzelloe.com In re Le Jeune Villas Development LLC Bankr. S.D. Fla. Case No. 20-23240 Chapter 11 Petition filed December 3, 2020 See https://www.pacermonitor.com/view/KBGYRMI/Le_Jeune_Villas_Development_LLC__flsbke-20-23240__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Mouthpeace Dental, LLC Bankr. N.D. Ga. Case No. 20-72289 Chapter 11 Petition filed December 3, 2020 See https://www.pacermonitor.com/view/Q3N6URY/Mouthpeace_Dental_LLC__ganbke-20-72289__0001.0.pdf?mcid=tGE4TAMA represented by: William A. Rountree, Esq. ROUNTREE, LEITMAN & KLEIN, LLC E-mail: swenger@rlklawfirm.com In re Donald J. LaTulip, Jr. Bankr. N.D. Ind. Case No. 20-22361 Chapter 11 Petition filed December 3, 2020 represented by: Sheila A. Ramacci, Esq. In re Kristian Jon Dermody and Amy Lynn Dermody Bankr. D. Nev. Case No. 20-16124 Chapter 11 Petition filed December 3, 2020 represented by: Seth Ballstaedt, Esq. In re Liliana Genis Bankr. E.D.N.Y. Case No. 20-44175 Chapter 11 Petition filed December 3, 2020 represented by: Alla Kachan, Esq. In re U Stop Pump & Wash, LLC Bankr. D.S.D. Case No. 20-40448 Chapter 11 Petition filed December 3, 2020 See https://www.pacermonitor.com/view/HWKM4TQ/U_STOP_PUMP__WASH_LLC__sdbke-20-40448__0001.0.pdf?mcid=tGE4TAMA represented by: Clair R. Gerry, Esq. GERRY & KULM ASK, PROF. LLC E-mail: gerry@sgsllc.com In re Brian Anthony Veskosky Bankr. C.D. Cal. Case No. 20-12146 Chapter 11 Petition filed December 4, 2020 represented by: Julie Cetulio, Esq. In re Nestor Dalanon Valdez and Adela Arciaga Valdez Bankr. N.D. Cal. Case No. 20-51718 Chapter 11 Petition filed December 4, 2020 represented by: Arasto Farsad, Esq. In re AdvantaClean Bankr. S.D. Ind. Case No. 20-06661 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/NSDF73Q/AdvantaClean__insbke-20-06661__0001.0.pdf?mcid=tGE4TAMA represented by: Jeffrey Hester, Esq. HESTER BAKER KREBS LLC E-mail: jhester@hbkfirm.com In re Rami B. Ajam Bankr. W.D. La. Case No. 20-50895 Chapter 11 Petition filed December 4, 2020 represented by: Tom St. Germain, Esq. WEINSTEIN & ST. GERMAIN In re Cusha Dwipa Properties, LLC Bankr. D.N.J. Case No. 20-23276 Chapter 11 Petition filed December 4, 2020 represented by: Tomas Espinosa, Esq. TOMAS ESPINOSA, ESQ. Email: te@lawespinosa.com In re East Penn Children's Learning Academy, LLC Bankr. E.D. Pa. Case No. 20-14646 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/LOQZ75Q/East_Penn_Childrens_Learning_Academy__paebke-20-14646__0001.0.pdf?mcid=tGE4TAMA represented by: Robert J. Birch, Esq. E-mail: robert@robertbirchlaw.com In re Leonard R. Costantini, III Bankr. W.D. Pa. Case No. 20-23376 Chapter 11 Petition filed December 4, 2020 represented by: Robert Lampl, Esq. In re Snap Kitchen #1, LLC Bankr. S.D. Tex. Case No. 20-60084 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/BLYR6BY/Snap_Kitchen_1_LLC__txsbke-20-60084__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: tberghman@munsch.com In re Snap Kitchen #3, LLC Bankr. S.D. Tex. Case No. 20-60089 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/YATGC2Q/Snap_Kitchen_3_LLC__txsbke-20-60089__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: tberghman@munsch.com In re Snap Kitchen #5, LLC Bankr. S.D. Tex. Case No. 20-60085 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/N5TI4GI/Snap_Kitchen_5_LLC__txsbke-20-60085__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: tberghman@munsch.com In re Snap Kitchen Dallas, LLC Bankr. S.D. Tex. Case No. 20-60086 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/SIZFWTI/Snap_Kitchen_Dallas_LLC__txsbke-20-60086__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: tberghman@munsch.com In re Snap Kitchen Management, LLC Bankr. S.D. Tex. Case No. 20-60088 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/TTRAYLI/Snap_Kitchen_Management_LLC__txsbke-20-60088__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: tberghman@munsch.com In re Snap Kitchen Philadelphia, LLC Bankr. S.D. Tex. Case No. 20-60087 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/TGN524Q/Snap_Kitchen_Philadelphia_LLC__txsbke-20-60087__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: tberghman@munsch.com In re Snap Kitchen Services, LLC Bankr. S.D. Tex. Case No. 20-60090 Chapter 11 Petition filed December 4, 2020 See https://www.pacermonitor.com/view/Y7JZFJI/Snap_Kitchen_Services_LLC__txsbke-20-60090__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas Berghman, Esq. MUNSCH HARDT KOPF & HARR, P.C. E-mail: tberghman@munsch.com In re Timothy Kyle Ellis and Melody Roxann Ellis Bankr. E.D.N.C. Case No. 20-03833 Chapter 11 Petition filed December 7, 2020 represented by: Christopher Vonderau, Esq. In re D&B Realty Bankr. M.D. Pa. Case No. 20-03482 Chapter 11 Petition filed December 7, 2020 See https://www.pacermonitor.com/view/XX3CVXI/DB_Realty__pambke-20-03482__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Seung Hyeon Pak Bankr. C.D. Cal. Case No. 20-20799 Chapter 11 Petition filed December 8, 2020 represented by: Anthony Egbase, Esq. ********* 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 ***