/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/201218.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, December 18, 2020, Vol. 24, No. 352 Headlines 2018 BLUE ISLAND: Case Summary & Unsecured Creditor AAC HOLDINGS: Exits Chapter 11 Bankruptcy ADAPTHEALTH LLC: Moody's Rates $500MM Senior Unsecured Notes B1 AIR FORCE: Fitch Affirms BB+ Rating on Series 2016 Revenue Bonds AMERICAN TRAILER: Moody's Affirms B3 CFR; Alters Outlook to Stable ANDERSON UNIVERSITY: Fitch Affirms BB- IDR, Outlook Negative APEX GLOBAL: Extends Forbearance With Lenders APG SUBS: Feb. 10, 2021 Plan Confirmation Hearing Set APG SUBS: Sales Fail to Close, Revenues Hit Due to Pandemic APPROACH RESOURCES: Gets Court Okay for Chapter 11 Liquidation Plan APPROACH RESOURCES: Unsecureds to Recover 1.84% to 1.95% in Plan ARCHDIOCESE OF NEW ORLEANS: Wants Separate Committee Appointed ARCHROCK PARTNERS: Moody's Assigns B2 Rating on New Unsec. Notes AREWAY ACQUISITION: Second Amended Plan Confirmed by Judge ASCENT RESOURCES: Fitch Assigns B Rating on New Unsecured Notes ASCENT RESOURCES: Moody's Assigns Caa1 Rating on New Unsec. Notes ASTRIA REGIONAL MEDICAL: Sold to Investment Group for $20 Million ASURION LLC: Moody's Affirms B1 CFR, Outlook Stable ATS AUTOMATION: Moody's Gives B2 Rating to New $300MM Unsec. Notes AVSC HOLDING: Moody's Ups CFR to Caa2; Alters Outlook to Stable B&G FOODS: Egan-Jones Hikes Senior Unsecured Ratings to B+ BAR PIATTO: DOJ Watchdog Seeks Case Dismissal, Conversion BAY CLUB OF NAPLES: Wins Acres' Plan Support After Settlement BIZNESS AS USUAL: Says Only Dalin Funding Won't Receive Payouts BLACKBRUSH OIL: Fitch Assigns CCC+ LT Issuer Default Rating BLACKROCK INTERNATIONAL: Voluntary Chapter 11 Case Summary BOWLERO CORP: Moody's Affirms B2 CFR; Alters Outlook to Negative CHESAPEAKE ENERGY: Parties Not Ready for Plan Trial, Says Judge CINEMARK HOLDINGS: Egan-Jones Cuts Sr. Unsecured Ratings to CCC- CIRCOR INTERNATIONAL: Moody's Downgrades CFR to B3, Outlook Stable CIRQUE DU SOLEIL: Moody's Assigns Caa1 CFR, Outlook Negative COMMONWEALTH PORTS: Fitch Affirms BB Rating on $18.3MM Rev. Bonds COMMUNITY HEALTH: Fitch Assigns B Rating on Senior Secured Notes CRED INC: Committee Opposes Dismissal, In Talks to Back Plan DEAN FOODS: Farmers Get Letters That Demand Money Back in Ch. 11 DEWIT DAIRY: Secured Creditor Seeks Chapter 11 Trustee DOWNTOWN DENNIS: U.S. Trustee Unable to Appoint Committee EADS LLC: Case Summary & 11 Unsecured Creditors EIF CHANNELVIEW: Moody's Completes Review, Retains Ba3 Rating EOG RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to BB+ EXGEN RENEWABLES IV: Moody's Completes Review, Retains Ba3 Rating FIC RESTAURANT: Court OKs Friendly's Plan and Sale to Brix FIC RESTAURANTS: Unsecureds Unimpaired Under Amici Plan FOREVER 21: Court Allows Voting on Vendor Settlement Proposal FRANCESCA'S HOLDINGS: U.S. Trustee Appoints Creditors' Committee FREMONT HILLS: DOJ Watchdog Seeks Case Dismissal, Conversion FRONTIER COMMUNICATIONS: CEO to Step Aside in March GGG FOUNDATION: U.S. Trustee Unable to Appoint Committee GIRARDI & KEESE: Bankruptcy Imminent After Lion Air Hearing GOLDEN GUERNSEY: Court Orders Firm to Pay $1.1 Mil. to Past Workers GUITAR CENTER: Nears Exiting Bankruptcy After Court Confirmation HARRODS CLUB: U.S. Trustee Unable to Appoint Committee HELIX GEN: Moody's Complete Review, Retains Ba3 Rating HERTZ GLOBAL: Court Okays Donlen Bidding Despite Objections HERTZ GLOBAL: Gets Court Okay to Name Apollo as Lead Donlen Bidder IN-SHAPE HEALTH: Hits Chapter 11 After Mandated Shutdowns IN-SHAPE HOLDINGS: Case Summary & 30 Largest Unsecured Creditors ISIS MEDICAL: Case Summary & 20 Largest Unsecured Creditors J.C. PENNEY: To Close More Stores After Emerging from Bankruptcy KESTREL ACQUISITION: Moody's Completes Review, Retains B2 Rating LOGAN GENERATING: Moody's Completes Review, Retains Ba1 Rating MACERICH COMPANY: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ MALLINCKRODT PLC: Stockholders Have Slim Chance to Get Payout MEGNA REAL ESTATE: Has Until April 9, 2021 to File Plan MOORE TRUCKING: Robert Johns Named Chapter 11 Trustee MTPC LLC: Case Summary & 20 Largest Unsecured Creditors MTPC LLC: Proton Therapy Center Enters Chapter 11 Bankruptcy MTPC LLC: Says Ombudsman Appointment Is Not Necessary MUSEUM OF AMERICAN JEWISH: Appeals Property Valuation Ruling NATIONAL FUEL: Egan-Jones Cuts Senior Unsecured Ratings to BB+ NEIMAN MARCUS: CEO May End Pricey Perks of Top Execs NEW CAFE: Jan. 19 Hearing on Amended Plan Set NEW CAFE: Olga Pletnitskaya to Contribute $56K to Fund Plan NORTHWEST HARDWOODS: U.S. Trustee Unable to Appoint Committee NUTRIBAND INC: Post $42.6K Net Loss in Third Quarter PANOCHE ENERGY: Moody's Completes Review, Retains B1 Rating PAUL F. ROST: McKeesport City, District Say Plan Not Feasible PROJECT ANGEL: Moody's Retains B3 CFR Amid $100MM Term Loan Add-on PROQUEST LLC: Moody's Retains B2 CFR Amid Incremental $150MM Loan PURE BIOSCIENCE: Posts $180K Net Loss in First Quarter PWR INVEST: Combined Amended Plan & Disclosure Confirmed by Judge QUALITY PERFORATING: Case Summary & 20 Largest Unsecured Creditors RESOLUTE FOREST: Egan-Jones Hikes Senior Unsecured Ratings to B+ REVERE POWER: Moody's Completes Review, Retains B1 Rating ROCHESTER DRUG: Sales Close; Plan Amended ROMANS HOUSE: Secured Creditor Withdraws Bid for Trustee SANTA BARBARA LAND: U.S. Trustee Unable to Appoint Committee SANTA CLARITA: U.S. Trustee Unable to Appoint Committee SANTA MARIA: Case Summary & 20 Largest Unsecured Creditors SCHOMBURG ASSET: Case Summary & 5 Unsecured Creditors SIMBECK INC: Jan. 20, 2021 Disclosure Statement Hearing Set SIMBECK INC: Unsecureds to Recover 100% in 5 Years SKLAR EXPLORATION: RAPAD Resigns From Creditors' Committee SOUTHEAST POWERGEN: Moody's Completes Review, Retains Ba3 Rating TEKNIA NETWORKS: Unsecured Creditors May Receive Nothing in Plan TIMOTHY PLACE: Case Summary & Unsecured Creditor UNIVERSAL CORPORATION: Egan-Jones Cuts Sr. Unsec. Ratings to BB+ VALARIS PLC: Court Denies Bid to Appoint Equity Committee VP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors WEATHERFORD INT'L: Egan-Jones Withdraws CC Sr. Unsecured Ratings WHITE STALLION: U.S. Trustee Appoints Creditors' Committee WYNN RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to CCC+ ZAANA-17 LLC: Voluntary Chapter 11 Case Summary [^] BOOK REVIEW: Hospitals, Health and People ********* 2018 BLUE ISLAND: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: 2018 Blue Island LLC dba Blue Station 2130 W. 122nd Street Blue Island, IL 60406 Business Description: 2018 Blue Island LLC Chapter 11 Petition Date: December 15, 2020 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 20-21563 Judge: Hon. Jacqueline P. Cox Debtor's Counsel: Kevin H. Morse, Esq. CLARK HILL PLC 130 E. Randolf St., Suite 3900 Chicago, IL 60601 Tel: (312) 985-5556 Email: kmorse@clarkhill.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Andrew Belew, president, Better Housing Foundation, Inc., as manager. The Debtor listed UMB Bank, N.A. as its sole unsecured creditor holding a claim of $9,937,000. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5S6I7DI/2018_Blue_Island_LLC__ilnbke-20-21563__0001.0.pdf?mcid=tGE4TAMA AAC HOLDINGS: Exits Chapter 11 Bankruptcy ----------------------------------------- Geert De Lombaerde of Nashville Post reports that the parent company of American Addiction Centers has concluded its bankruptcy reorganization, during which is shed about $500 million of debt. The reconstituted AAC runs 26 facilities in eight states and employs more than 2,000 people. It is, as it did in the runup to its Chapter 11 filing, being led by CEO Andrew McWilliams, who took the helm from founder Michael Cartwright early this 2020. "We are thankful to the court and our senior secured lenders for recognizing the critical need for our services both now and in the future," McWilliams said in a statement. "We are excited to be positioned for growth as the first company to truly transform the treatment of substance abuse." A quintet of five investment firms that controlled a large portion of AAC's pre-bankruptcy debt had sought this summer to find a buyer for the company. That effort was unsuccessful, leaving the firms in control of the Brentwood-based company for the near future. McWilliams is one of seven board members of the new AAC. The others have been designated by the investment firms and are: * Jason Gart, an analyst at HG Vora Capital Management, which can designate two directors as long as it owns at least 17.5 percent of AAC’s equity * Sengal Selassie, co-CEO and co-founder of Brightwood Capital Advisors and former managing partner at Cowen Capital Partners. Brightwood also has the same board designation rights as HG Vora. * Mikhail Katz, director at Brightwood and a former senior VP at Jefferies Finance * Loren Beck, a commercial litigator and former president and chief legal officer at Cliffside Malibu * Bowen Diehl, president and CEO of Capital Southwest Corp., who will chair the board. Diehl is a former chairman of The Meadows of Wickenburg, an Arizona-based provider of treatment for alcohol and drug addiction. * Mark Stolper, CFO of publicly traded RadNet and a former investment banker Similar to HG Vora and Brightwood, asset manager CQS LLC can designate a board member if it owns at least 8.75 percent of AAC's equity. Capital Southwest and Main Street Capital can jointly designate a director provided they also own a combined 8.75 percent. About AAC Holdings AAC Holdings, Inc., owns American Addiction Centers, substance abuse treatment facilities for individuals with drug and alcohol addiction in the United States. AAC provides inpatient and outpatient substance use treatment services for individuals with drug addiction, alcohol addiction, and co-occurring mental or behavioral health issues. AAC Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11648) on June 20, 2020. The Debtors disclosed that they had $449.35 million in assets and $517.40 million in liabilities as of Feb. 29, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Greenberg Traurig, LLP as their bankruptcy counsel, Chipman Brown Cicero & Cole, LLP as conflicts counsel, and Cantor Fitzgerald as an investment banker. Donlin, Recano & Company, Inc. is the Debtors' notice, claims, and balloting agent and administrative advisor. The U.S. Trustee for Regions 3 and 9 appointed a committee of unsecured creditors. The committee is represented by Cole Schotz P.C. ADAPTHEALTH LLC: Moody's Rates $500MM Senior Unsecured Notes B1 --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to AdaptHealth, LLC's proposed offering of $500 million senior unsecured notes due 2029. This rating was also placed on review for downgrade. There are no changes to AdaptHealth's existing ratings including its Ba3 Corporate Family Rating, the Ba3-PD Probability of Default Rating and the B1 rating of the company's existing $350 million senior unsecured notes due 2028, all of which remain under review for downgrade. The company's SGL-1 Speculative Grade Liquidity rating remains unchanged. Proceeds from the notes will be used to fund a portion of the cash cost of AdaptHealth's pending acquisition of AeroCare Holdings, Inc. for approximately $2 billion. $1.1 billion of the purchase price will be paid in cash and the balance of $900 million will be funded with common and preferred shares issued to AeroCare's existing shareholders. The review for downgrade reflects the pending acquisition of AeroCare. The acquisition is strategically sensible, as it will increase the company's scale and broaden its geographic reach. However, Moody's expects the cash portion of the transaction will be largely funded with debt and leverage will increase. The review for downgrade also considers the level of integration risk as this acquisition, the largest in AdaptHealth's history, comes on the heels of more than $700 million of acquisitions undertaken in the first nine months of 2020. AdaptHealth expects to close the acquisition of AeroCare in the first quarter of 2021. Ratings Assigned: $500 million senior unsecured notes at B1, review for downgrade RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Prior to the review for downgrade, AdaptHealth's Ba3 Corporate Family Rating reflects the company's moderate scale in the provision of home healthcare equipment and related supplies in the United States with pro forma revenues of approximately $1 billion. The company focuses on a broad range of patient needs including sleep, home medical equipment, diabetes and respiratory products, the majority of which relate to chronic medical conditions with high levels of recurring revenues. AdaptHealth is somewhat concentrated in sleep-related products which are approximately 33% of pro forma revenue, as well as some geographic concentrations. Moody's estimates pro forma debt/EBITDA is moderately high in the high four times range on a basis that deducts patient capital expenditures from EBITDA. The ratings are constrained by Moody's expectations that AdaptHealth will remain acquisitive. The ratings review will focus on the overall impact of the acquisition on AdaptHealth's business profile, including greater scale and broadened geographic reach. The review will also consider the level of integration risk as this acquisition will increase AdaptHealth's revenues by around 50% and the ability of the company to achieve target cost synergies. The review will also focus on AdaptHealth's plans and ability to reduce leverage following the closing of the acquisition. Instrument ratings could be subject to change as well depending on the mix of secured and unsecured debt in the company's capital structure at closing. Social considerations are a factor in AdaptHealth's ratings. Medical device companies face moderate social risk overall. However, they regularly encounter elevated elements of social risk, including responsible production as well as other social and demographic trends. Medical device companies will generally benefit from demographic trends, such as the aging of the populations in developed countries. That said, increasing utilization may pressure payors, including individuals, commercial insurers or governments to seek to limit use and/or reduce prices paid. Moody's expects AdaptHealth will benefit from demographic trends that will drive higher utilization of products distributed by the company, such as respiratory, sleep apnea and diabetes. Many of the products distributed by AdaptHealth are subject to competitive bid requirements by regulators and could pressure pricing, though this risk is mitigated by the company's diversity by product line. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Moody's expects the near-term impact from the coronavirus outbreak to be manageable as the significant majority of its products are used at-home for chronic medical conditions. Headquartered in Plymouth Meeting, PA, AdaptHealth is a provider of home healthcare equipment and medical supplies to the home and related services in the United States. The company's products cover a range of products to address chronic conditions such as sleep therapies, oxygen and related therapies in the home and other home medical devices and supplies needed by chronically ill patients with diabetes, wound care, urology, ostomy and nutrition supply needs. AdaptHealth services over 1.8 million patients annually through a network of 269 locations in 41 states. Revenues, pro-forma for recent acquisitions, exceed $1 billion. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. AIR FORCE: Fitch Affirms BB+ Rating on Series 2016 Revenue Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating assigned to the $124,020,000 Tarrant County Cultural Education Facilities Finance Corporation Retirement Facility Revenue Bonds series 2016 issued on behalf of Air Force Villages dba Blue Skies of Texas (BST). The Rating Outlook is Stable. SECURITY The series 2016 bonds are secured by a gross revenue pledge, mortgage pledge and debt service reserve fund. KEY RATING DRIVERS Stable Financial Profile: The affirmation at 'BB+' reflects BST's financial profile in fiscal 2020, which demonstrated adequate profitability and improving liquidity ratios. Net operating margin, adjusted of 18.8%, and an operating ratio of 100% were favorable to the below-investment-grade medians of 17.7% and 101.2% respectively. BST's $41 million in unrestricted cash and investments as of June 30, 2020 equated to 33.5% of cash/debt, a 5.2x cushion ratio and 343 days cash on hand (DCOH), which is improved from Sept. 30, 2019 metrics of 30.5%, 4.7x and 323 DCOH respectively. Adequate Operating Profile: BST operates two life plan communities (LPC): BST Senior Living East (BST East) and BST Senior Living West (BST West). Occupancy at BST East continues to be challenged following a repositioning project that was completed in 2012. Occupancy at BST East ranged from 66% to 69% over the past 6 quarters, which is consistent with occupancy for the past several years. BST West's individual living units (ILU) occupancy was 84% at quarter-end Sept. 30, 2020 and was near these levels for the past several years. Management prioritizes sales and marketing, continuously developing and implementing new strategies to address persistently soft occupancy. Ongoing projects to renovate ILUs and health care are planned in order to strengthen BST's competitive position. Moderate Long-Term Liability Profile: BST's debt metrics are moderately high as maximum annual debt service (MADS) of $8 million equated to 14.8% of fiscal 2020 total revenues, which is improved from earlier years and is stronger than the below-investment-grade category median of 16.4%. Debt/net available of 8.5x in 2020 is also better than the below-investment-grade category median of 11.8x. MADS coverage, including turnover entrance fee receipts, was good for the rating at 1.8x in fiscal 2020 in relation to the below-investment-grade category median of 1.2x. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Rating improvement is unlikely over the Outlook period due to weakened occupancy and the coronavirus outbreak. Over the longer term, a return to an investment-grade rating will be dependent on growing liquidity in line with 'BBB' category medians while maintaining debt service coverage around 2x. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Fitch expects BST will maintain a 'BB+' rating through our baseline coronavirus stress scenario but a prolonged or more severe downside case that weakens core profitability to or below category medians, or that depletes liquidity, would negatively pressure the rating. CREDIT PROFILE BST operates two LPCs, BST East and BST West, located in San Antonio, TX. BST East opened in 1970 and BST West opened in 1987, and both communities historically served retired officers of all uniformed services and spouses, widows or widowers. The board approved the expansion of eligibility to individuals with no prior military affiliation as of November 2013. The organization changed its name in May 2014 and the official launch of a rebranding campaign began in October 2014. BST predominately offers a Type B contract but also has a small number of residents in Type A and rental contracts. The large majority of residents at BST are in Type B non-refundable contracts that amortize over 42 months. BST had a total of 729 ILUs, 57 assisted living units (ALUs), 72 memory care units, and 127 skilled nursing facility (SNF) beds as of September 2020. BST had $49 million in total revenue in fiscal 2020 (FYE June 30; audited). The recent outbreak of the coronavirus and related government containment measures worldwide created an uncertain environment for the entire health care system in the near term. While BST's financial performance through the most recently available data has not indicated much impairment, prolonged stress in the sector may lead to material changes in revenue and cost profiles if economic activity suffers and if government restrictions are expanded. Fitch ratings are forward-looking in nature and Fitch will monitor developments in the sector as a result of the coronavirus outbreak as it relates to severity and duration, and incorporate revised expectations for future performance and assessment of key risks. STABLE FINANCIAL PROFILE BST's management team continues to focus on strengthening operations by improving occupancy and expense management. The community's operating ratio and net operating margin, adjusted were 100.9% and 18.8%, respectively, in fiscal 2020, which is better than the below-investment-grade medians of 101.2% and 17.7%. Net entrance fees of $5.4 million in fiscal 2020 were similar to the three -years prior, which averaged $5.5 million. BST's $43 million in unrestricted liquidity as of Sept. 30, 2020 increased nearly $6 million since June 30, 2019. Increased cash and investments grew in part due to the sale of a parcel of land owned by BST and sold in January 2019 for approximately $1.5 million. Balance sheet stability is aided by the fact that most of BST's contracts are non-refundable. MIXED OCCUPANCY Overall ILU occupancy continues to be soft, averaging 78% in fiscal 2020 due to consistently weak occupancy at BST East. ILU occupancy was most recently 67% at BST East and 84% at BST West for the first quarter of fiscal 2020 (ended Sept. 30, 2020). ALU and memory care occupancy both softened in fiscal 2020 due to coronavirus pressures. Industry-wide, occupancy softened throughout the continuum for a variety of coronavirus-related factors. SNF occupancy averaged 65% in fiscal 2020, falling to 59% in 1Q20. Similarly, occupancy averaged 81% in the ALUs in FY 2020 (FYE June 30), falling to 73% in the first quarter. Memory care went from 73% in FY 2020 to 71% in the first quarter. Despite this softening, Management controlled expenses and utilized government support through Coronavirus Aid, Relief and Economic Security Act (CARES) Act funding to mitigate operating losses. BST received a total of $4.5 million in coronavirus relief funds, as of September 30, 2020, including $3.5 million in Paycheck Protection Program loan and over $1 million in CARES Act Provider Relief. Management has an ongoing revitalization program on campus. At BST West, the Lakes neighborhood was remodeled incrementally as units become available and in pace with presales. This strategy was applied to other ILUs on the BST West Campus as well. Management is considering consolidating healthcare services to better align with market demand. As of the date of this publication, no final decisions were made as to the scale or timing of this potential undertaking. The local market is competitive and the location of BST East results in competition with local for-profit rental facilities while BST West competes with other non-for-profit retirement communities in the area that offer the full continuum of care. There recently was increased free standing ALU and memory care competition. Management responded to occupancy challenges by hiring additional sales staff and contracting with a consultant to provide sales and marketing services. Management demonstrated creativity and flexibility by considering non-traditional partnerships on its extensive campus. DEBT PROFILE BST's debt profile is conservative with 100% fixed rate debt. The only debt outstanding is the series 2016 bonds. Debt service is level and MADS is $8.1 million. There are no additional debt plans. 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 Environmental, Social and Corporate Governance (ESG) Credit Relevance is a Score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. AMERICAN TRAILER: Moody's Affirms B3 CFR; Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service affirmed the ratings of American Trailer World Corp., including the B3 corporate family rating, the B3-PD probability of default rating and the Caa1 senior secured notes rating. At the same time, Moody's changed the outlook to stable from negative. The ratings affirmation and change in outlook reflect Moody's expectation for credit metrics to improve with a gradual recovery of ATW's markets over the next year, building on the revenue and earnings momentum from a rebound in consumer demand for ATW's trailers following the second quarter of 2020. ATW improved its operations in 2020 and implemented cost measures such that, even with revenue pressures, financial leverage was lower than Moody's expected and free cash flow improved over the year. RATINGS RATIONALE The ratings, including the B3 CFR, anticipate adjusted EBITA margins above 10%, aided by ongoing efficiency initiatives, and debt-to-EBITDA around the mid 4x range through 2021 (all ratios including Moody's standard adjustments), absent meaningful debt-funded acquisitions. The stronger than expected recovery in demand and the cost reductions helped sustain ATW's operating performance, despite the negative effects from the coronavirus pandemic and recent partially debt-financed acquisitive growth. Moody's expects the company will continue to generate positive annual free cash flow through 2021, benefiting from an uptick in business activity that should support modest earnings improvement. The backlog provides some revenue visibility through at least the first half of 2021. However, ATW faces the risk of supply chain and manufacturing delays and is exposed to volatile consumer and industrial end markets contending with tepid economic growth as coronavirus fears persist. As well, Moody's views recreational consumer demand as deferrable while high unemployment levels continue with no additional government stimulus. The company also operates in a fragmented landscape and faces competitive pricing pressures. This constrains organic margin expansion and contributed to a downward trend in ATW's margins in 2018 and 2019. Moody's views liquidity as adequate. Moody's anticipates ATW will generate substantial free cash flow in 2020, aided primarily by working capital unwind and cost-cutting measures. However, as production needs increase to meet rising demand in 2021, Moody's expects that some of the working capital benefit will reverse. Moody's also expects the company to maintain sufficient availability under its $225 million asset-based lending (ABL) revolver, of which $200 million was available as of September 30, 2020. Access to the revolver is essential given seasonal working capital needs (typically during the first quarter), which contribute to periods of cash burn, along with working capital investments as order activity continues to increase. Liquidity is supported by cash of about $28 million as of November 30, 2020, following the Dakota acquisition that was partially financed with a stronger than historical cash balance from recent working capital inflows. Going forward, Moody's expects cash to be maintained at about $20 million, closer to historical levels, and no near-term debt maturities until 2023. From a governance perspective, event risk remains elevated considering ATW's acquisitive track record and the likelihood of acquisitions to ramp up as market conditions recover. The company's private equity ownership also increases the risk of aggressive financial policies, including debt-funded shareholder distributions. As well, the company has had significant turnover of the executive management team over the past few years, which can be disruptive to the business and presents execution risks. The following rating actions were taken: Affirmations: Issuer: American Trailer World Corp. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Notes, Affirmed Caa1 (LGD4) Outlook Actions: Issuer: American Trailer World Corp. Outlook, changed to Stable from Negative FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with meaningful and consistent organic growth in revenue and earnings such that Moody's expects at least mid-teens range EBITA margins on a sustained basis, debt-to-EBITDA to remain below 4x and EBITA-to-interest above 2x. This would be accompanied by expectations for sustainable improvement in end-market conditions. Evidence that the company has realized improved manufacturing efficiencies that lower its cost structure and achieved competitive unit pricing to eliminate future product discounting would be an important factor. A stronger liquidity profile would also be important for higher ratings, including free cash flow to debt consistently above 5%. The ratings could be downgraded with expectations of margin pressure or deteriorating liquidity, including sustained negative free cash flow. A downgrade could also result from weakening credit metrics, including debt-to-EBITDA expected to be sustained above 6x or EBITA-to-interest below 1.5x. Debt-financed dividends or acquisitions that meaningfully increase leverage or weaken liquidity could also lead to a downgrade. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. American Trailer World Corp. (ATW), based in Richardson, Texas, is a manufacturer of professional-grade and consumer-grade utility trailers and spare parts in North America. In August 2016, the company acquired America Trailer Works, Inc. (ATWI), a manufacturer of primarily consumer-grade utility and cargo trailers. Revenues were approximately $1.2 billion for the last twelve months ended September 30, 2020. The company is majority-owned by funds affiliated with Bain Capital. ANDERSON UNIVERSITY: Fitch Affirms BB- IDR, Outlook Negative ------------------------------------------------------------ Fitch Ratings has affirmed Anderson University's (AU) Issuer Default Rating at 'BB-' and has affirmed the 'BB-' ratings on approximately $40 million of City of Anderson, Indiana economic development revenue refunding bonds, series 2017 issued on behalf of AU. The Rating Outlook remains Negative. SECURITY The bonds are a general obligation of the obligated group (AU is the sole member) payable from any legally available funds. The bonds are secured under a master indenture by a pledge of the university's gross revenues, a mortgage on core campus property and a cash-funded debt service reserve fund. ANALYTICAL CONCLUSION The 'BB-' IDR and bond ratings reflect the university's elevated credit risk related to continued enrollment and revenue pressure, as the coronavirus pandemic has undermined efforts to turn around historically declining enrollment trends in fall 2020. Despite continued enrollment pressure, the university's good expense management and consistent fundraising have maintained adequate cash flow to meet its commitments, maintain covenant compliance and maintain generally stable and adequate balance sheet resources for the rating level. In aggregate, these attributes support ratings at the lower end of the 'BB' rating category. The affirmations despite further pandemic-driven enrollment losses in fall 2020 specifically incorporate extraordinary federal funding and a combination of recurring and non-recurring budget strategies that should bolster financial results and avoid significant reserve draw-downs through fiscal 2021 (year ended May 31), even as debt service ramps up to full maximum annual debt service this year. AU received $1.6 million in grant funding under the CARES Act (approx. $800,000 institutional share) in fiscal 2020 and took out a $4.7 million Paycheck Protection Program (PPP) loan that is expected to be fully forgivable ($3.6 million recognized in fiscal 2020). In addition to recurring expense reductions to offset lower fall 2020 enrollment, the university expects to realize non-recurring budgetary benefits from furloughs, suspending 403(b) matching and liquidation of certain gifted and non-core real estate holdings to balance its budget and maintain covenanted debt service coverage. Maintenance of the Negative Outlook reflects heightened risk of financial deterioration in fiscal 2022 and beyond if AU does not achieve its fall 2021 enrollment and revenue goals. The university has already enacted additional staffing reductions that will take effect in fiscal 2022, but continued cuts will be increasingly difficult. Instead, AU aims to fill a remaining structural budget gap -- estimated around $3 million by management -- through growth in key programs, a stronger fall 2021 admissions cycle overall, and some additional fundraising. AU's fall 2021 targets are likely achievable, though potentially more difficult in the current environment. Early indicators are currently ahead of the fall 2020 cycle yoy, though there is significant uncertainty around fall 2021. In addition, after four years of incoming classes that have been similarly sized but smaller than the fall 2016 class and prior classes, a stronger fall 2021 cycle could realistically stabilize or improve total enrollment despite recent trends. Coronavirus Impact AU transitioned to remote instruction in March 2020 and resumed on-campus instruction for fall 2020 with a testing program and various safety protocols in place (including lower capacity in student housing). The university moved back to remote instruction for the remainder of the term as planned after the Thanksgiving holiday and expects to return to on-campus instruction for the spring term in January 2021. Full-time equivalent (FTE) enrollment fell approximately 9% to 1,340 in fall 2020. The incoming class was effectively flat YoY at 364 students (freshmen and transfers) despite the pandemic, but had been expected to improve somewhat and remains smaller than classes enrolled in fall 2016 and prior. Management has tracked approximately 50 deferrals or cancellations explicitly related to the pandemic. The ongoing pandemic creates an uncertain environment for the U.S. Public Finance higher education sector. Fitch's forward-looking analysis is informed by management's expectations and Fitch's macroeconomic scenarios, which will evolve as needed during this dynamic period. Fitch's expectations include the initial economic rebound experienced in 3Q20 followed by slower recovery expectations from 4Q20. The ratings reflect expectations under Fitch's baseline scenario, which assumes AU can maintain a heavily on-campus delivery model through the spring term 2021 term similar to that of the fall 2020 term. Rating sensitivities address potential implications under a downside scenario, which assumes a slower economic recovery and prolonged or recurring pandemic-induced disruptions lasting through the remainder of at least fiscal 2021. Revenue Defensibility: 'bb' Continued Enrollment and Net Tuition Pressure AU's FTE enrollment has declined steadily to 1,340 in fall 2020 from over 2,000 in fall 2016 due to demographic trends and competitive pressures, driving a trend of declining net tuition revenue. Pricing power is limited by nearby public alternatives, but AU benefits from its affiliation with the Church of God (Anderson, IN), which accounts for nearly a quarter of AU students, and solid fundraising history. Operating Risk: 'bbb' Good Cost Management; Thin Cash Flow The university continues to adjust costs effectively to offset declining enrollment-driven revenues, but further cost reductions will likely be insufficient to balance AU's budget by fiscal 2022, with some enrollment and revenue growth required to sustain cash flow margins above about a 5%. Anderson's cash flow margins have ranged from 7% to 11% since fiscal 2018. Capex requirements are moderate, with a high degree of flexibility and good donor support that limits institutional funding requirements, but its age of plant and deferred maintenance levels are high. Financial Profile: 'bb' High but Steady Leverage Position AU's leverage is high in context of its operating profile, but has held steady despite revenue pressures in recent years. Available funds (cash and investments not permanently restricted) equaled approximately 35% to 36% of adjusted debt in each of fiscal 2018, 2019 and 2020. AU's resource base continues to provide a level of cushion that supports the current rating category. Operating liquidity is acceptable including availability under a line of credit, which is paid down shortly after fiscal year-end and used periodically throughout the year, and adequate debt service coverage. However, continued enrollment and revenue declines could risk deterioration of AU's resource base and liquidity position. ASYMMETRIC ADDITIONAL RISK CONSIDERATIONS No asymmetric additional risk considerations affected the ratings. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Stronger fall 2021 admissions cycle leading to stabilized or improved enrollment and net student revenue; -- Cash flow margins consistently 10% or better; -- Improved leverage position, with available funds-to-adjusted debt settling around 40% to 50% or better. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Further significant enrollment or net student revenue declines in fall 2021 and fiscal 2022; -- Weakening of cash flow margins toward about 5% or below; -- Stress on liquidity or debt service coverage covenants; -- Any additional debt or deterioration in available funds such that available funds-to-adjusted debt approaches about 30% or lower. CREDIT PROFILE Founded in 1917, AU is a small Christian university located in Anderson, IN, about 35 miles northeast of Indianapolis. It was founded by and is affiliated with the Church of God (Anderson, IN) (COG) and is the only college affiliated with the COG in the Midwest. The university offers various undergraduate programs, which make up over 85% of enrollment, as well as graduate programs in business, theology and music education. AU also maintains a department of adult studies that offers bachelor and associate degrees for adult students. 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. APEX GLOBAL: Extends Forbearance With Lenders --------------------------------------------- Apex Global Brands said Dec. 15, 2020, that it has reached agreement with its senior secured lender agreed on Dec. 15, 2020 to amend their credit agreement and extend the forbearance through December 31, 2020 or March 31, 2021 if certain milestones are met, the company said in its earnings release for the third quarter ended Oct. 31, 2020. The forbearance agreement has provisions that assist Apex's cash management and requires the Company to continue to evaluate strategic alternatives designed to provide liquidity to refinance the term loans under the senior secured credit facility. In exchange for these concessions, the senior secured lender will receive additional fees, which together with other exit fees, are expected to total approximately $2.5 million. The forbearance agreement accelerates the maturity of the underlying debt from August 3, 2021 to March 31, 2021 or to December 31, 2020 if certain milestones are not met. In the release, the Company said that revenues declined to $4.1 million from $4.9 million, and net loss improved to $6.0 million compared to a loss of $6.8 million. "Consistent with the overall retail sector, we continued to see challenges in the third quarter," said Henry Stupp, Chief Executive Officer of Apex Global Brands. "The COVID-19 pandemic continues to impact our business. While our licensees and business partners are adapting, it remains difficult to predict the near-term impact, let alone the long-term impact, on our business. We are experiencing both weekly changes to retail operations depending on the safer-at-home policies of individual states and countries that limit in-person shopping capacity, yet many of our global retail partners are seeing a rise in online shopping. Nevertheless, given the current state of the economy, we cannot predict if that shift to online purchasing will result in a successful holiday shopping season." About Apex Global Brands Apex Global Brands Inc. (NASDAQ: APEX), a brand ownership and marketing company, creates and manages lifestyle brands worldwide. The Company was formerly known as Cherokee Inc. and changed its name to Apex Global Brands Inc. in June 2019. Apex Global Brands Inc. was founded in 1988 and is headquartered in Sherman Oaks, California. APG SUBS: Feb. 10, 2021 Plan Confirmation Hearing Set ----------------------------------------------------- On Sept. 15, 2020, debtors APG Subs, Inc., CRW Foods, Inc., HRK Group, Inc., and Ray's Subway, Inc. filed with the U.S. Bankruptcy Court for the District of Maryland at Baltimore a Disclosure Statement referring to Chapter 11 Plan. On Dec. 8, 2020, Judge David E. Rice conditionally approved the Disclosure Statement and established the following dates and deadlines: * Jan. 22, 2021, is fixed as the last day of filing written acceptances or rejections of the Plan. * Feb. 10, 2021 at 10:00 AM is fixed for the hearing on confirmation of the Plan to take place by video conference. * Jan. 22, 2021, is fixed as the last day for filing and serving written objections to confirmation of the Plan. A full-text copy of the order dated December 8, 2020, is available at https://bit.ly/3gCCXIl from PacerMonitor.com at no charge. Attorneys for the Debtors: Marc R. Kivitz, Esquire 201 North Charles Street, Suite 1330 Baltimore, MD 21201 Tel: (410) 625-2300 Fax: (410) 576-0140 E-mail: mkivitz@aol.com About APG Subs Inc. APG Subs, Inc., et al., operate Subway franchises in Maryland. Based in Edgewood, Md., APG Subs, Inc. and its affiliates sought Chapter 11 protection (Bankr. M.D. Lead Case No. 19-18315) on June 19, 2019. In the petition signed by Raymond Burrows, III, president, APG Subs disclosed total assets of $28,177 and total liabilities of $1,268,112. Judge David E. Rice oversees the case. Marc R. Kivitz, Esq., at the Law Office of Marc R. Kivitz, is the Debtor's bankruptcy counsel. APG SUBS: Sales Fail to Close, Revenues Hit Due to Pandemic ----------------------------------------------------------- APG Subs, Inc.; CRW Foods, Inc.; HRK Group, Inc.; and Ray's Subway, Inc., filed a Supplement to their Third Amended Disclosure Statement to provide further information in support of their Second Amended Chapter 11 Joint Plan of Reorganization presently on file with the Bankruptcy Court. The sale by HRK Group, Inc., of the assets at Store # 25449 at 6720 Ritchie Hwy., Suite B, Glen Burnie, MD 21061 to Muneeb A. Butt by contract dated December 23, 2019, that was approved by Order entered on March 17, 2020; and the sale by Ray's Subway, Inc., of the assets at Store # 24569 at 8767 Philadelphia Road, Rosedale, MD 21237, also to Mr. Butt by contract dated December 23, 2019, that was approved by Consent Order entered on March 17, 2020, both of which contracts provided for debtor/seller take-back financing and both of which contracts had the condition precedent that Doctor's Associates, LLC. ("DAL"), and Subway real Estate, Inc. ("SRE") would approve Mr. Butt as a transferee of franchises owned by Raymond H. Burrows, III, failed to close due to (i) the intervention of Covid-19, (ii) the government-mandated cessation of operation of the businesses, (iii) the drastic drop in sales and revenue, and (iv) the absence of approval of Mr. Butt as the transferee of the franchises by DAL and SRE with the consequential ultimate return to Mr. Butt of his initial deposits due to the failure of this express contractual provision. Risk of the success of the Debtors' Plan has been impacted by the coronavirus which has affected the revenue and profit of the Debtors' operations which impact is best exhibited by the Debtors' business monthly operating reports. A copy of the Supplement filed Dec. 7, 2020, is available at: https://www.pacermonitor.com/view/KPJVU6Y/APG_Subs_Inc_and_Rays_Subway_Inc__mdbke-19-18315__0222.0.pdf?mcid=tGE4TAMA A copy of the Third Amended Disclosure Statement dated Sept. 15, 2020, is available at: https://www.pacermonitor.com/view/4PK6HOY/APG_Subs_Inc_and_Rays_Subway_Inc__mdbke-19-18315__0207.0.pdf?mcid=tGE4TAMA Attorney for the Debtors: Marc R. Kivitz, Esquire Trial Bar No. 02878 Suite 1330 201 North Charles Street Baltimore, MD 21201 Tel: (410) 625-2300 Fax: (410) 576-0140 E-mail: mkivitz@aol.com About APG Subs Inc. APG Subs, Inc., et al., operate Subway franchises in Maryland. Based in Edgewood, Md., APG Subs, Inc. and its affiliates sought Chapter 11 protection (Bankr. M.D. Lead Case No. 19-18315) on June 19, 2019. In the petition signed by Raymond Burrows, III, president, APG Subs disclosed total assets of $28,177 and total liabilities of $1,268,112. Judge David E. Rice oversees the case. Marc R. Kivitz, Esq., at the Law Office of Marc R. Kivitz, is the Debtor's bankruptcy counsel. APPROACH RESOURCES: Gets Court Okay for Chapter 11 Liquidation Plan ------------------------------------------------------------------- Law360 reports that a Texas bankruptcy judge approved Approach Resources' liquidation plan Wednesday, December 16, 2020, ending a Chapter 11 case that was prolonged when the gas driller's initial asset sale fell apart amid the COVID-19 energy slump. Following a brief virtual hearing, U.S. Bankruptcy Judge Marvin Isgur signed off on Approach's Chapter 11 plan, which will see nearly all of the $115 million raised in the company's second asset sale go to partially pay off its secured lenders. "I want to congratulate you all for sticking to it. It was a tough case," Judge Isgur said to the company's counsel. About Approach Resources Forth Worth, Texas-based Approach Resources Inc. -- https://www.approachresources.com/ -- is a publicly owned Delaware corporation. The company and its subsidiaries comprise an independent energy company focused on the exploration, development, production and acquisition of unconventional oil and gas reserves. Their principal operations are conducted in the Midland Basin of the greater Permian Basin in West Texas. Approach Resources Inc. and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 19-36444) on Nov. 18, 2019, listing $100 million to $500 million in assets and liabilities. The petitions were signed by Sergei Krylov, chief executive officer. The Hon. Marvin Isgur is the presiding judge. The Debtors tapped Thompson & Knight LLP as legal counsel; Perella Weinberg Partners LP as investment banker; Alvarez & Marsal North America, LLC as financial advisor; KPMG US LLP as tax advisor; and Epiq Corporate Restructuring LLC as claims, noticing and solicitation agent. APPROACH RESOURCES: Unsecureds to Recover 1.84% to 1.95% in Plan ---------------------------------------------------------------- Approach Resources Inc., et al., filed an Amended Joint Plan of Liquidation and a corresponding Disclosure Statement. Class 4 GUC Claims are impaired under the Plan. Class 4, estimated to be owed a total of $92.47 million, will recover 1.84% to 1.95% under the Plan. Each unsecured creditor will receive its pro rata share of (i) the "gift reserve", following payment of all other claims and other amounts entitled to receive payment from the Gift Reserve under the Plan, and (ii) following the indefeasible payment in full of all prepetition secured claims, all remaining available cash. Class 4 includes the Senior Notes Claim, allowed in the amount of $87,775,890. All Retained Causes of Action will vest in the Post-Effective Date Debtors for the benefit of the holders of prepetition secured claims until the prepetition secured claims are paid in full, and then for the benefit of holders of allowed Class 4 GUC Claims. A full-text copy of the Disclosure Statement dated Nov. 9, 2020, is available at https://tinyurl.com/y5mkd6ca from PacerMonitor.com at no charge. Counsel for the Debtors: David M. Bennett THOMPSON & KNIGHT LLP 1722 Routh St., Suite 1500 Dallas, TX 75201 Telephone: (214) 969-1700 Facsimile: (214) 969-1751 Email: david.bennett@tklaw.com Demetra Liggins Anthony F. Pirraglia THOMPSON & KNIGHT LLP 811 Main Street, Suite 2500 Houston, TX 77002 Telephone: (713) 654-8111 Facsimile: (713) 654-1871 Email: demetra.liggins@tklaw.com Email: anthony.pirraglia@tklaw.com About Approach Resources Forth Worth, Texas-based Approach Resources Inc. -- https://www.approachresources.com/ -- is a publicly owned Delaware corporation. The company and its subsidiaries comprise an independent energy company focused on the exploration, development, production and acquisition of unconventional oil and gas reserves. Their principal operations are conducted in the Midland Basin of the greater Permian Basin in West Texas. Approach Resources Inc. and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. S.D. Tex. Lead Case No. 19-36444) on Nov. 18, 2019, listing $100 million to $500 million in assets and liabilities. The petitions were signed by Sergei Krylov, chief executive officer. The Hon. Marvin Isgur is the presiding judge. The Debtors tapped Thompson & Knight LLP as legal counsel; Perella Weinberg Partners LP as investment banker; Alvarez & Marsal North America, LLC as financial advisor; KPMG US LLP as tax advisor; and Epiq Corporate Restructuring LLC as claims, noticing and solicitation agent. ARCHDIOCESE OF NEW ORLEANS: Wants Separate Committee Appointed -------------------------------------------------------------- The Roman Catholic Church of the Archdiocese of New Orleans asked the U.S. Bankruptcy Court for the Eastern District of Louisiana to grant the motion filed by TMI Trust Company to appoint a separate committee of unsecured creditors. In court papers, Mark Mintz, Esq., the archdiocese's attorney, agreed with TMI's observation that the current unsecured creditors' committee "does not adequately represent the unsecured creditor body." "As currently constituted, the committee is only comprised of tort claimants and is dominated by one group of those tort claimants. TMI is correct that there is a lack of representation of commercial creditors in the current situation," Mr. Mintz said. Mr. Mintz also asked the bankruptcy court to reconstitute the current committee in order to ensure it is not controlled by a single group of attorneys. According to the attorney, the committee, as currently constituted, is controlled by three attorneys who, working together, represent four of the six members of the committee. The three lawyers are working together to represent four committee members and 17 non-committee members. "A committee controlled by one set of counsel who have used committee resources for non-committee members' claims is not adequately representative of the unsecured creditor body. Even if this court grants the motion and directs the [U.S. Trustee] to appoint a new committee, the remaining tort claimants' committee would not adequately represent all tort claimants under the current circumstances," Mr. Mintz argued. Meanwhile, TMI criticized the current unsecured creditors' committee for focusing on "irrelevant matters" in an attempt to obfuscate the only issue before the court, which is whether the committee, as currently constituted, adequately represents all unsecured creditors in the archdiocese's Chapter 11 case. "No amount of obfuscation can conceal the fact that the committee comprised of six tort claimants, four of whom are represented by the same three attorneys, has not only failed to advocate for any creditors other than tort claimants in this case, but has actively advocated against commercial creditors," TMI said in court papers. About the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans is a non-profit religious corporation incorporated under the laws of the State of Louisiana. For more information, visit https://www.nolacatholic.org/ Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes -- Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. The archdiocese is represented by Jones Walker LLP. Donlin, Recano & Company, Inc. is the claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 20, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. ARCHROCK PARTNERS: Moody's Assigns B2 Rating on New Unsec. Notes ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Archrock Partners, L.P.'s proposed $250 million senior unsecured notes issue due 2028. The notes are being co-issued by Archrock Partners Finance Corp., a wholly-owned subsidiary of Archrock. Proceeds from the offering will be used to repay borrowings under the company's revolving credit facility and general corporate purposes. None of Archrock's other ratings issuance, including its B1 Corporate Family Rating (CFR), are affected by the note issuance. The outlook is stable. Assignments: Issuer: Archrock Partners, L.P. Senior Unsecured Notes, Assigned B2 (LGD5) RATINGS RATIONALE The proposed senior notes are rated B2, one notch below the company's B1 CFR. The notes are guaranteed by Archrock's parent, Archrock, Inc. (AROC), which also guarantees the company's revolving credit facility and its senior unsecured notes due 2027. Both of Archrock's senior notes issues have subsidiary guarantees, and all notes are junior to the claim of the relatively large $1.25 billion asset-based revolving credit facility. The large revolver places downward pressure on the notes' rating. However, given revolver paydown from the proposed issuance and its expectation that Archrock will generate significant free cash flow in 2021 which will likely lead to additional revolver repayment, the one-notch separation between the notes and the CFR remains warranted. Archrock's B1 CFR benefits from its leading position in natural gas compression services, basin diversity, reasonably stable gross margins, and growing US natural gas demand driving demand for the company's compression services. Moody's expects the company's margins and leverage to erode in 2021 due to the effects of reduced utilization stemming from the collapse in upstream activity that began in March 2020 combined with a lag in recovery. As a result, leverage could approach 5x in 2021, up from 4x at the end of the third quarter of 2020. Archrock's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity supported by access to a $1.25 billion asset-based revolving credit facility that matures in 2024. Pro forma paying down the revolver with proceeds from the proposed notes, Archrock had about $500 million outstanding under the facility on Sept. 30, 2020. The revolver's financial covenants include minimum interest coverage of 2.5x, maximum Senior Secured Debt to EBITDA of 3.5x, and maximum Total Debt to EBITDA of 5.25x. Moody's expects the company to remain in covenant compliance through 2021. Alternate sources of liquidity are limited as its assets are pledged as collateral to the revolver. Beyond the revolver, Archrock has no debt maturities until its 2027 notes come due. The stable outlook reflects Moody's expectation that utilization rates will begin recovering in the second half of 2021 and that Archrock will continue to generate meaningful free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be considered for an upgrade if the company is able to sustain debt to EBITDA below 4.5x. The ratings could be downgraded if leverage increases, with debt to EBITDA rising above 5.5x. The principal methodology used in these ratings was Global Oilfield Services Industry Rating Methodology published in May 2017. AREWAY ACQUISITION: Second Amended Plan Confirmed by Judge ---------------------------------------------------------- Judge Jessica E. Price Smith has entered findings of Fact, conclusions of law and order confirming the Second Amended Plan of Reorganization of Debtor Areway Acquisition, Inc. Areway has proposed the Plan in good faith and not by any means forbidden by law. In determining that the Plan has been proposed in good faith, the Bankruptcy Court has examined the totality of the circumstances surrounding the formulation of the Plan. All classes are impaired under the Plan. The creditors in Class 3.02 and the equity security holders in Class 4 consented to their treatment under the Plan, notwithstanding that they are to receive no distribution on account of such Claims or Interests under the Plan. Consequently, the Plan satisfies the requirements of section 1129(a)(8). In addition, the Plan is confirmable because it satisfies Bankruptcy Code sections 1129(b)(1) and 1129(b)(2)(C) with respect to such Classes. Classes 2.01 and 2.02 are impaired, and have voted to accept the Plan unanimously without including any acceptance of the Plan by any insider. Accordingly, the Plan complies with the requirements of section 1129(a)(10). As reported in the TCR, the Debtor has proposed a Plan that says Non-Priority Non-Insider Unsecured Creditors holding Allowed Claims will also receive distributions under this Plan, which the Debtor estimates to be and values at approximately 8.3 cents on the dollar paid from Net Distributable Income of the business of the Debtor over a period of three years. A full-text copy of the order dated December 8, 2020, is available at https://bit.ly/2W4TCuX from PacerMonitor at no charge. Counsel for the Debtor: Jeffrey M. Levinson Levinson LLP 55 Public Square, Suite 1750 Cleveland, Ohio 44122 Tel: (216) 514-4935 E-mail: jml@jml-legal.com About Areway Acquisition Areway Acquisition, Inc. -- http://arewayacq.com/-- is a supplier of finished forged and cast metal products with complete in-house machining, automated polishing and buffing, powder and liquid painting, and an ISO certified quality control system capable of ASTM, SAE, and OEM specification testing. Areway Acquisition sought Chapter protection (Bankr. N.D. Ohio Case No. 20-11065) on Feb. 25, 2020. At the time of the filing, the Debtor was estimated to have between $1 million and $10 million in both assets and liabilities. Judge Jessica E. Price Smith oversees the case. Jeffrey M. Levinson, Esq., at Levinson LLP, is the Debtor's legal counsel. ASCENT RESOURCES: Fitch Assigns B Rating on New Unsecured Notes --------------------------------------------------------------- Fitch Ratings has assigned a 'B'/'RR4' rating to Ascent Resources Utica Holdings, LLC's proposed senior unsecured notes. Proceeds are intended to paydown the revolver. The Rating Outlook is Stable. Ascent Resources Utica Holdings, LLC's rating reflects successful execution of a debt exchange, which pushes the next material debt maturity to 2024, and expectations of strong FCF over the rating horizon with proceeds applied to reduce debt. The rating considers moderate leverage, average production scale and a robust hedge book mitigating downside risk. Fitch applied more weight to expectations of material FCF generation and its use to enhance liquidity and reduce debt than to historical results when assessing the rating. These factors are offset by relatively low liquidity levels, given the company currently uses a large portion of its revolver. Financing through debt capital markets have been challenging to single-B energy issuers over the past two years with brief opportunities to access. Fitch believes the proposed note issuance opportunistically addresses this risk. Firm transportation costs are relatively high. Although Fitch believes Ascent can fulfill these commitments, the results are netbacks slightly lower than the median of peers. The company is exposed to fluctuations in natural gas prices and differentials inherent in the industry, and this could lead to a period of low prices and wide differentials for an extended period of time. The Stable Outlook reflects a new capital structure providing an extended runway for debt maturities and stabilization of the company's production base, which materially reduces capital spending commitments. A positive rating action could occur if the company executes on its plan to generate material FCF to enhance liquidity and reduce debt. A negative rating action could materialize if Ascent revises its financial policy from debt reduction to a policy more favorable to shareholders. KEY RATING DRIVERS Debt Exchange Addresses Maturity: Ascent announced expiration of an exchange offer on Oct. 8, 2020. Holders of approximately $856.7 million, or 92.7%, of the 10% senior notes due 2022 exchanged into a combination of new second-lien term loans due 2025 and new 9% senior notes due 2027. Fitch views the transaction positively, as it extends the next material maturity until 2024, while not increasing cash interest expense. The equity sponsors contributed $20 million of equity into the purchase of the term loan and 2027 notes. Pivoting to FCF Generation: The company historically generated FCF deficits as it spent heavily on capex to reach a production profile of greater than two billion cubic feet equivalent per day (bcfed) to attain sufficient scale in order to reduce fixed costs primarily from midstream obligations. Future production growth is expected to be moderate as the company has now reached this level. Ascent's capex requirements are expected to decline from greater drilling efficiencies, as drilling and completion costs per lateral foot declined to $569 in 3Q20 from $908 in 1H19. Capex requirements will also fall due to efficiency gains, technological improvements in frac operations, reduction in drill-outs and facility construction cycle times, and an approximately 15% reduction in vendor costs. Fitch expects Ascent, which just turned FCF positive in 2020, could generate approximately $150 million of positive annual FCF over the forecast horizon. Relatively Tight Liquidity: Ascent currently uses 73% of its $1.85 billion revolver, including borrowings and LOC. Fitch projects the company will be able to reduce utilization on the revolver under the agency's base price assumptions and current strip price assumptions, along with proceeds from the proposed note issuance. However, under a stress case scenario, Ascent may need to further increase utilization. The only maturity before the revolver is due in 2024 is $13 million (principal plus premium) due March 2021 for the convertible notes. Fitch does not believe this is a material obligation, and it should be met through a combination of FCF and revolver borrowings. Strong Operational Performance: The company operates in the Utica Basin and holds approximately 350,000 net acres. Ascent estimates it has greater than 15 years of inventory and is capable of maintaining a production goal of greater than 2.0bcfed. Production grew rapidly to 1,982 million cubic feet equivalent per day (mmcfed) in 3Q20 from 755mmcfed in 2017. This was due to a combination of development spending and acquisitions. Fitch believes that well performance compares favorably to other Utica operators. The company is currently operating with three rigs and one frac crew, which allows for operational efficiencies to reduce drilling costs. Ascent also owns royalty interests in approximately 78,000 fee mineral interests, which provides upside through enhanced margins and could be monetized in the future. Netbacks in Line: Ascent's netbacks, after production, G&A and interest, are in line with the median of the peer group. Firm and transportation costs are relatively high compared with peers, although Fitch believes the company can meet these volumetric commitments at current production levels. The various contracts expire over time until 2032; therefore, Fitch does not expect material savings in the near term. However, lease operating expenses are moving lower and the repayment of debt should reduce interest expense over time, which should lead to higher netbacks. Strong Hedging Program: Ascent entered into multiyear hedge positions, which include 78% of Fitch's expected natural gas production hedged through 2021 and 55% in 2022. Fitch believes the company's hedging strategy is one of the strongest among natural gas peers. The hedges reduce risk from lower natural gas prices, allowing for greater certainty in FCF projections. Fitch considers the hedging strategy a critical component of the company's desire to use FCF to reduce leverage over the forecast horizon. ESG Considerations DERIVATION SUMMARY Ascent's debt/EBITDA of 2.7x, as of Sept. 30, 2020, is slightly higher than CNX Resources Corporation (BB/Positive) at 2.6x and Encino Acquisition Partners Holdings, LLC (EAPH; B/Negative) at 2.5x, as of June 30, 2020. Fitch anticipates EAPH will be more in line with Ascent when it reports 3Q20 earnings. EQT Corporation (BB/Positive) is higher at 3.0x. Ascent is a midsize natural gas producer with production of 1,982mmcfed, which is lower than Southwestern Energy (SWN; BB/Negative) at 2,404 mmcfed, pro forma for the Montage acquisition, and Range Resources Corp. at 2,194 mmcfed. The company is larger than CNX at 1,258 mmcfed and Comstock Resources (CRK; B/Positive) at 1,199 mmcfed, respectively. Unhedged netbacks remained challenged during 3Q20 following a quarter when most natural gas companies generated negative netbacks. Ascent reported an unhedged netback of $0.35 per thousand cubic feet equivalent (mcfe), which was in the high range compared with peers. The company trails CRK, which has a significant cost advantage resulting in a netback of $0.60mcfe, with CNX slightly below at $0.30 mcfe. Ascent's netback is better than SWN at $0.14 mcfe and Antero Resources Corporation (B/Negative) at $0.24mcfe. However, because of Ascent's strong hedge program, its hedged netback of $0.98 mcfe moves ahead of CRK at $0.91 mcfe but trails CNX at $1.53 mcfe, which has a stronger hedge book. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer Include -- A Henry Hub natural gas price of $2.10 per thousand cubic feet (mcf) in 2020 and $2.45/mcf over the long term; -- A West Texas Intermediate oil price of $38 per barrel (bbl) in 2020, $42/bbl in 2021, $47/bbl in 2022 and $50/bbl in 2023; -- Production growing 5% in 2020 and low-single digits over the long term; -- Capex of $608 million in 2020 and $500 million to $550 million over the forecast horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Generation of material FCF with proceeds applied to debt reduction and liquidity enhancement; -- Mid-cycle debt/EBITDA of below 2.5x and adjusted FFO Leverage of below 3.0x; -- Ability to access unsecured capital markets; -- Demonstrated commitment to the stated financial policy, including the hedging program. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- Mid-cycle debt/EBITDA above 3.5x and adjusted FFO Leverage above 4.0x; -- Inability to generate FCF over the cycle or a material allocation of FCF proceeds away from debt reduction; -- Weakening of unit cost profile or capital returns. LIQUIDITY AND DEBT STRUCTURE Ascent had cash on hand of $5 million, as of Sept. 30, 2020, and $527 million of availability under its revolver for total liquidity of $532 million. The revolver matures on April 1, 2024. The facility has two financial maintenance covenants: a debt/EBITDA covenant in which the ratio cannot be more than 4.0x and a current ratio covenant in which the ratio cannot be less than 1.00 to 1.00. The company is incompliance with both covenants. The next debt maturities are the $13 million of senior unsecured convertible notes due 2021 (principal and premium) and the remaining $68 million of 10% senior notes due April 1, 2022 with the following maturity in April 2024 when the revolver is due. The company will also have successive maturities from 2025 to 2027 with the second-lien notes and remaining senior notes. Given reduced capital spending plans and a robust hedging program, Fitch expects Ascent to generate substantial FCF over the rating horizon. Management stated its plan is to apply FCF to debt reduction. Fitch believes the reduction in revolver borrowings over this period would greatly enhance liquidity and allow the company to address the note maturities due beginning in 2025. Key Recovery Rating Assumptions The recovery analysis assumes that Ascent would be reorganized as a going-concern in bankruptcy rather than liquidated. Fitch has assumed a 10% administrative claim. Going-Concern Approach Ascent's going-concern EBITDA assumption reflects Fitch's projections under a stressed case price deck, which assumes Henry Hub natural gas prices of $1.90/mcf in 2020, $1.65/mcf in 2021, $2.00/mcf in 2021 and $2.25/mcf in 2022. The going-concern EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation. The going-concern EBITDA assumption uses 2023 EBITDA, which reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. An enterprise valuation multiple of 4.0x EBITDA is applied to the going-concern EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exits multiples for peer companies ranged from 2.8x to 7.0x, with an average of 5.2x and a median of 5.4x; -- There has only been a handful of M&A transactions in the Appalachian Basin in the past 12 months, and these transactions were small in scale. Southwestern Energy acquired Montage Resources for $927 million in August 2020, which implied a 3.4x multiple on LTM EBITDA; -- Production per flowing barrel was $9,573, well below the historical average of approximately $12,000, while proved (1P) reserves per barrel was $2 in the Appalachian Basin. Although the Utica basin wells generally perform strongly, recent recoveries of exploration and production companies are weak, given the lack of demand for oil and natural gas assets and the inability to raise capital; -- Fitch uses a multiple of 4.0x, to estimate a value for Ascent given the recent recoveries in the sector offset by the more attractive assets relative to Montage; Liquidation Approach -- The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations, such as SEC PV-10, or present value of estimated future oil and gas revenue, net of estimated direct expenses discounted at an annual discount rate of 10%, and M&A transactions for each basin including multiples for production per flowing barrel, 1P reserves valuation, value per acre and value per drilling location. -- The revolver is assumed to be 90% drawn upon default with the expectation that commitments would be reduced during a redetermination. The revolver is senior to the senior secured second-lien term loans and the senior unsecured bonds in the waterfall; -- The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the first-lien revolver, a 'RR2' recovery for the second-lien term loan to reflect explicit subordination to the revolver, and a recovery corresponding to 'RR4' for the senior unsecured guaranteed notes. 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. ASCENT RESOURCES: Moody's Assigns Caa1 Rating on New Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Ascent Resources Utica Holdings, LLC's proposed $300 million senior unsecured notes. Ascent's other ratings including its B2 Corporate Family Rating and stable outlook are unchanged. The proceeds from the proposed notes offering will be used to partially repay the outstanding borrowings under the company's borrowing base revolving credit facility. Assignments: Issuer: Ascent Resources Utica Holdings, LLC Gtd Senior Unsecured Notes, Assigned Caa1 (LGD5) RATINGS RATIONALE Ascent's debt load is unchanged due to this transaction and hence the transaction is deemed credit neutral. The proposed unsecured notes are rated Caa1 consistent with the existing notes rating of Caa1, two notches below the CFR, owing to the priority claim of the revolver and the second lien term loan to the company's assets ahead of the notes. Ascent's second lien term loan is rated B3, one notch below the CFR reflecting the significant size and priority ranking of the company's $1.85 billion borrowing base senior secured revolving credit facility due April 2024 ($1.2 billion outstanding as of September 30, 2020). Ascent's B2 CFR reflects the company's natural gas weighted production profile which yields lower cash margins than an oil-weighted production base on an equivalent unit of production, notwithstanding the company's good capital efficiency. Ascent is also constrained by its single basin focus in the Utica Shale and significant firm transportation (FT) commitments that, while providing flow assurance, could prove burdensome if the company's production drops. Ascent's production meets its FT requirements and will continue to meet them at current production levels. Ascent benefits from a significant reserve base in the highly productive, low-cost Utica Shale and a comprehensive hedging program that should provide meaningful protection to debt service and the drilling program through 2022. The company increased its commodity hedge position, taking advantage of the recovery in natural gas prices, which provides good visibility to company's cash flow through 2022, and its ability to reduce debt through free cash flow. Ascent demonstrates competitive metrics and capital efficiency in comparison to its Appalachian peers. Ascent's stable outlook reflects Moody's expectation that the company will maintain good credit metrics and sustain its production while generating free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ascent's ratings could be upgraded if the company generates significant free cash flow and reduces debt, improving its ability to maintain production and credit metrics through periods of weaker gas prices. A sustainable retained cash flow to debt ratio of above 20%, leveraged full cycle ratio above 1.5x and adequate liquidity would be supportive of a ratings upgrade. Ascent's ratings will be downgraded if the company is unable to achieve consistent free cash flow generation and debt reduction or if natural gas fundamentals deteriorate significantly. A weakening of liquidity could also pressure the ratings. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Based in Oklahoma City, Oklahoma, Ascent Resources Utica Holdings, LLC is a private independent E&P company with operations in the Utica Shale in Eastern Ohio. ASTRIA REGIONAL MEDICAL: Sold to Investment Group for $20 Million ----------------------------------------------------------------- Yakima Herald reports that an investment group completed its purchase of Astria Regional Medical Center in Yakima, Wash., and a neighboring medical office building on Dec. 15, 2020. The $20 million sale closed less than two months after a bankruptcy judge authorized the transaction and less than a year after Astria Regional Medical Center closed. The hospital and its parent organization, Astria Health, have been working their way through the bankruptcy process since filing for Chapter 11 protection in May 2019. The system is working to emerge from bankruptcy by the end of the year, according to the Yakima Herald. 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. ASURION LLC: Moody's Affirms B1 CFR, Outlook Stable --------------------------------------------------- Moody's Investors Service has affirmed the B1 corporate family rating and B1-PD probability of default rating of Asurion, LLC following the company's announcement that it will issue a new six-year $2.1 billion first-lien term loan which Moody's has rated Ba3. The company will use the proceeds to refinance one of its existing first-lien term loans (due 2022) and pay related fees and expenses. Moody's has also affirmed Asurion's existing credit facility ratings (Ba3 first-lien, B3 second-lien) and assigned a Ba3 rating to its extended and upsized revolving credit facility. The rating outlook for Asurion is stable. RATINGS RATIONALE According to Moody's, Asurion's ratings reflect its dominant position in mobile device services distributed through wireless carriers in the US, Japan and other selected international markets (Mobility segment). The company has a record of efficient operations, excellent customer service and profitable growth in Mobility, which accounts for around 95% of its revenue and earnings. Asurion also administers and underwrites extended warranty and product service and replacement plans mainly in the US (Retail segment), although this segment's revenue has declined due to the loss of large clients in the past several years. Credit challenges include Asurion's business concentrations among leading wireless carriers, underscored by the recent merger of T-Mobile USA, Inc. and Sprint Corporation, as well as its practice of borrowing substantial sums from time to time to help fund payments to shareholders. Risk management also becomes a greater challenge as the firm expands its Mobility business internationally. Following the refinancing, Moody's estimates that Asurion's pro forma debt-to-EBITDA will be in the range of 5.0x-5.5x with (EBITDA - capex) coverage of interest around 3.0x and a free-cash-flow-to-debt ratio in the mid-to-high single digits. These metrics incorporate its accounting adjustments for operating leases and noncontrolling interest expense, and reflect interest expense mainly on a cash basis to remove the effects of foreign exchange hedging. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade of Asurion's ratings include (i) debt-to-EBITDA ratio consistently below 5x, (ii) (EBITDA - capex) coverage of interest exceeding 3.5x, (iii) free-cash-flow-to-debt ratio above 8%, and (iv) EBITDA margins exceeding 22%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 6.5x, (ii) (EBITDA - capex) coverage of interest below 2x, (iii) free-cash-flow-to-debt ratio below 4%, (iv) EBITDA margins below 18%, or (v) loss of a major carrier relationship. Moody's has affirmed the following ratings (and loss given default (LGD) assessments) of Asurion: Corporate family rating at B1; Probability of default rating at B1-PD; $2.6 billion ($2.0 billion outstanding) senior secured first-lien term loan maturing in August 2022 at Ba3 (LGD3); $3.3 billion ($3.2 billion outstanding) senior secured first-lien term loan maturing in November 2023 at Ba3 (LGD3); $2.25 billion ($2.2 billion outstanding) senior secured first-lien term loan maturing in November 2024 at Ba3 (LGD3); $3.3 billion ($3.1 billion outstanding) senior secured second-lien term loan maturing in August 2025 at B3 (LGD5); $230 million senior secured first-lien revolving credit facility maturing in July 2023 at Ba3 (LGD3). The first-lien term loan maturing in August 2022 and the revolving credit facility maturing in July 2023 will be withdrawn at closing as these facilities will be repaid and terminated. Moody's has assigned the following ratings (and LGD assessments) to Asurion: $2.1 billion six-year senior secured first-lien term loan at Ba3 (LGD3); $250 million senior secured first-lien revolving credit facility maturing in July 2024 at Ba3 (LGD3). The rating outlook for Asurion is stable. The principal methodology used in these ratings was Insurance Brokers and Service Companies published in June 2018. Based in Nashville, Tennessee, Asurion is a global provider of product protection and support services to the wireless, insurance, retail and home repair service industries. Asurion generated revenue of $10.6 billion for the 12 months through September 2020. ATS AUTOMATION: Moody's Gives B2 Rating to New $300MM Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to ATS Automation Tooling Systems Inc.'s proposed senior unsecured $300 million notes due 2028. ATS's Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and SGL-2 Speculative Grade Liquidity Rating remain unchanged. The outlook remains stable. Proceeds from the proposed $300 million issuance will be used to refinance ATS's senior unsecured $250 million notes due 2023 and for general corporate purposes, enhancing ATS's maturity profile. Post-transaction, ATS's pro-forma leverage for the twelve months ended September 2020 will increase by 0.3x to 2.6x. Assignments: Issuer: ATS Automation Tooling Systems Inc. Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) RATINGS RATIONALE ATS' Ba3 Corporate Family Rating reflects the company's: (1) low leverage (pro-forma 2.6x LTM Sep 20); (2) stable margins (11% Sep 20); (3) significant revenue concentration in the less cyclical life sciences end market (about 50% of revenues); and (4) good liquidity. The rating is constrained by: (1) small scale among large players in a competitive environment; (2) the volatile nature of order bookings and cyclicality of the manufacturing industry; and (3) an active acquisition strategy involving event and execution risks. The stable outlook reflects Moody's expectation that despite economic uncertainties, ATS will demonstrate resilience, maintaining strong credit metrics and good liquidity. ATS has good liquidity. Pro-forma for the transaction, sources total close to C$1.1 billion as of September, consisting of C$200 million in cash on hand, about C$730 million of availability under the company's $750 million revolver due August 2022 (after letters of credit) and close to C$140 million in free cash flow over the next twelve months. The company has no upcoming debt maturities or refinancing risk until the revolver comes due. Moody's expects the proposed acquisition of CFT S.p.A. to be financed with a combination of cash and revolver borrowings likely in early 2021. ATS's revolver is subject to leverage and coverage covenants with which the company will remain comfortably in compliance. ATS has some flexibility to boost liquidity from asset sales. ATS has two classes of debt; secured C$750 million revolving credit facility (unrated) and, pro-forma for the transaction, US$300 million unsecured notes due 2028 (rated B2). The notes, which are guaranteed by certain material subsidiaries, are rated two notches below the corporate family rating to reflect their junior position relative to the sizeable, priority-ranking secured revolver. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if debt to EBITDA is sustained comfortably below 2.5x (pro-forma 2.6x LTM Sep 20) while maintaining stable organic revenue growth and positive free cash flow generation (C$9M LTM Sep 2020). The rating could be downgraded if debt to EBITDA is maintained above 4x (pro-forma 2.6x LTM Sep 20) or EBITA margins decline towards 5% (11% LTM Sep 20). The principal methodology used in this rating was Manufacturing Methodology published in March 2020. ATS Automation Tooling Systems Inc., headquartered in Cambridge, Ontario designs, engineers, builds and services automated manufacturing systems and production lines for multinational companies. Revenue for the twelve months ended September 2020 was about C$1.4 billion. The company is listed on the Toronto Stock Exchange and has a market capitalization of about C$2.1 billion as of December 7th, 2020. AVSC HOLDING: Moody's Ups CFR to Caa2; Alters Outlook to Stable --------------------------------------------------------------- Moody's Investors Service, upgraded AVSC Holding Corp.'s Corporate Family Rating to Caa2 from Caa3 and its Probability of Default Rating to Caa2-PD from Caa3-PD. At the same time, Moody's assigned Caa2 ratings to the company's 2020 first lien senior secured term loans, including approximately $1.22 billion B-1 tranche due 2025, a $511.1 million B-2 tranche due 2026, as well as a recently funded $563 million B-3 tranche due 2026. The different tranches within the first lien senior secured credit facility are secured by the same collateral and guaranteed on pari passu basis. Moody's also upgraded the company's existing first lien senior secured revolving credit facility due 2023 to Caa2 from Caa3 and affirmed the Ca rating on the second lien senior secured term loan due 2025. The outlook was changed to stable from negative. The Caa2 CFR and stable outlook reflect PSAV's recent improvement in liquidity following consecutive debt raises in September and December 2020 totaling approximately $563 million ($341 million in the latest round) that is projected to cover cash shortfall through the end of 2021. While PSAV's operating performance will remain challenging due to the pandemic and its credit metrics may continue to deteriorate over the next 12 months, Moody's expects the enhanced liquidity will help bridge to an anticipated recovery, although not expected to begin until at least the second half of 2021. In addition, PSAV has excess capacity in the bank loan agreement to incur up to an additional $91 million under the B3-tranche term loan basket. The annual interest expense under the B3-tranche is 15%, 10% paid-in-kind and 5% cash. Absent a marked recovery in EBITDA in 2022-2023, PSAV's total debt will continue to increase and its capital structure will remain unsustainable, increasing likelihood of a possible debt restructuring. Affirmations: Issuer: AVSC Holding Corp. Senior Secured 2nd Lien Bank Credit Facility, Affirmed Ca (LGD6) Assignments: Issuer: AVSC Holding Corp. Senior Secured 1st Lien Bank Credit Facility, Assigned Caa2 (LGD3) Upgrades: Issuer: AVSC Holding Corp. Corporate Family Rating, Upgraded to Caa2 from Caa3 Probability of Default Rating, Upgraded to Caa2-PD from Caa3-PD Senior Secured 1st Lien Bank Credit Facility, Upgraded to Caa2 (LGD3) from Caa3 (LGD3) Outlook Actions: Issuer: AVSC Holding Corp. Outlook, Changed to Stable from Negative RATINGS RATIONALE PSAV's Caa2 CFR reflects the company's highly leveraged capital structure, high cash burn rate and severe operating headwinds due to drop off in the number of meetings and events. The meetings and events sector has been one of the sectors most significantly affected by the shock given its exposure to travel restrictions and the COVID-19 containment measures. Moody's expects the industry to remain challenged through at least the second half of 2021 as the pandemic has yet to be contained and there are downside risks that the recovery could take longer than anticipated. Over the last several months the company has taken significant cost actions to reduce its operating cost by nearly 80%, drastically cut venue incentive payments, hotel commissions and other operating and capital expenditures while aggressively managing working capital. Moody's expects revenue to be down by more than 90% through the first half of 2021 and the company continue to burn around $30-35 million of cash per month, but cash flows are projected to turn breakeven/positive in the first half of 2022. Despite an improved near-term liquidity profile, the company's capital structure remains unsustainable and would need to be addressed if the recovery takes longer than anticipated. Social considerations were considered in this rating action due to continued impact of the coronavirus pandemic on PSAV's operations and on the meeting and events sector until a vaccine becomes available and the industry begins to gradually recover. Although operating losses and significant cash burn is expected to continue in the near term, the stable outlook reflects expectations PSAV will have sufficient liquidity to meet its obligations and its operating results will begin to recover in the second half of 2021. PSAV's liquidity is considered adequate over the next 12-15 months, but liquidity is at risk for deterioration depending on the duration of the pandemic and the pace of recovery. Pro forma for the December 2020 debt raise, PSAV is expected to end fiscal 2020 with more than $400 million in unrestricted cash on the balance sheet. Moody's expects cash flow deficits of $30-35 million per month through the first half of 2021, improving modestly in the second half of 2021 and turning breakeven/positive in the first half of 2022. The company's $135 million revolving credit facility has been fully drawn, net of approximately $18.5 million of letters of credit outstanding as of September 30, 2020. The company has also significantly curtailed its capital spending and continues to tightly manage its working capital needs. As part of the recent amendment, the springing net leverage ratio covenant was waived under the revolver through June 30, 2022. However, PSAV is subject to a $60 million minimum liquidity through June 30, 2021 and $40 million through June 30, 2022 (cash and revolver availability) covenant tested at the end of every month. Moody's expects that PSAV will maintain at least $50 million of liquidity through the end of 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if PSAV's probability of default increases, earnings and cash flows decline more severely than expected, or if the company does not begin to recover in the second half of 2021. The ratings could be upgraded if the company demonstrates a visible path to return its event technology business to pre-Covid-19 levels, sustainably decreases debt-to-EBITDA (Moody's adjusted) that would support current capital structure, improves free cash flow meaningfully and maintains at least adequate liquidity. AVSC Holding Corp., operating under the primary brand name PSAV, is a leading provider in the audiovisual and event experiences industry delivering creative production, advanced technology and staging to help its customers deliver more dynamic and impactful experiences at their meetings, trade shows and special events. PSAV is the event technology provider of choice at leading hotels, resorts and convention centers. Its business model is based on long-term partnerships with these venues, which establish PSAV as the exclusive on-site provider of event technology services. Following the August 2018 leveraged buyout, PSAV is majority-owned by affiliates of Blackstone Group, Inc. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. B&G FOODS: Egan-Jones Hikes Senior Unsecured Ratings to B+ ---------------------------------------------------------- Egan-Jones Ratings Company, on December 1, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by B&G Foods Incorporated to B+ from B. Headquartered in Parsippany-Troy Hills, New Jersey, B&G Foods is an American holding company for branded foods. BAR PIATTO: DOJ Watchdog Seeks Case Dismissal, Conversion --------------------------------------------------------- Peter C. Anderson, the United States Trustee for Region 16, asks the U.S. Bankruptcy Court for the Central District of California to dismiss or convert the Chapter 11 case of Bar Piatto, LLC, or in the alternative, appoint a Chapter 11 trustee in the bankruptcy case. The Debtor is a management company that earned income from operating a restaurant. "The Debtor hoped to reorganize by subleasing the facilities and repaying creditors from rental income. The Debtor's landlord is related Chapter 7 debtor TTBGM. TTBGM's Chapter 7 Trustee recently signed an agreement to lease the restaurant at TTBGM's premises to another tenant. As a result, the Debtor does not have a business to operate and is unable to generate cash flow. The monthly operating reports reflect no sales or revenue. The Debtor lacks the ability to reorganize," the U.S. Trustee said. Accordingly, the U.S. Trustee asserts that "cause" exists to dismiss, convert, or appoint a Chapter 11 trustee. About Bar Piatto Bar Piatto, LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-13006) on April 27, 2020. In the petition signed by Thomas T. Brown, the managing member, the Debtor had estimated assets of $100,000 to $500,000 and liabilities of $1 million to $10 million. The Debtor is represented by Thomas Corcovelos, Esq., of Corcovelos Law Group. BAY CLUB OF NAPLES: Wins Acres' Plan Support After Settlement ------------------------------------------------------------- The Bay Club of Naples, LLC and The Bay Club of Naples II, LLC filed the Joint Second Amended Disclosure Statement in support of their Joint Plan of Reorganization on December 8, 2020. In filing their Plan and Disclosure Statement, the Debtors believe the as-built value of the Project is more than sufficient to pay all Allowed Claims in full Acres Capital, LLC, and the Debtors previously proceeded towards a contested confirmation of the Debtors' prior plan, with highly contested discovery disputes and more than two weeks of depositions. Acres made an election to have its entire claim treated as secured. The Debtors and Acres attended a second continued judicial settlement conference on November 12, 2020 with Judge Hyman, which resulted in the Mediated Settlement of the claims by and between them. As a result, this Disclosure Statement has been modified, in part, to reduce the extensive analysis of the Debtors' and Acres' claims against each other and in the Adversary Proceeding. Based upon the Mediated Settlement, Acres now supports the Debtors' Plan. The essential elements of the Plan include, among other things, sale of the Project (a luxury 8-10 unit residential and lower-level retail condominium in an optimal location on the Naples Bay in Florida) and repayment of all creditors' claims in full through the following courses of action: -- Settlement of the Debtors' claims against Acres, and Acres' claims against the Debtors' estate, for $16,370,000 to Acres, to be funded through: * Acquisition and deployment of an Exit Loan from EFO Financial Group, LLC in the amount of $13,823,000 to fund an Initial Payment by the Debtors to Acres on the Effective Date, with EFO having a first priority priming lien on the Project; and * the Remaining Payment of $2,547,000 to be paid to Acres, with interest, with immediately negotiable funds from sale proceeds of the Project once constructed, which amount shall be secured with a second priority lien in favor of Acres on the Project behind that of EFO, and paid no later than December 31, 2022. * The guarantors under the original loan documents at issue in the State Court Case shall guaranty the Remaining Payment under the same terms and conditions contained in the guaranty in the State Court Action. -- Acquisition and deployment of construction financing for hard and soft costs sufficient for construction of the North Property and construction of the South Property, with construction of the South Property to occur contemporaneous with or subsequent to construction of the North Property, with any construction lender(s)having a third priority lien on the Project. -- Payment in full of all Allowed Administrative Claims in accordance with the requirements of the Bankruptcy Code, including the United States Trustee; -- Payment in full of all Priority Claims in accordance with the requirements of the Bankruptcy Code; -- Distributions to Allowed Secured Claimants in accordance with the value of their Liens as soon as Economically Justified following completion of development of the Project and sales of Project units; -- Distributions to Allowed Unsecured Claimants as soon as Economically Justified unless otherwise provided in the Plan or as may be ordered by the Bankruptcy Court; and -- Retention by the Pinnacle Asset Trust, LLC of its Equity Interests in the Reorganized Debtors, with the Equity Interests or a related entity of such Equity Interests committing to cover any Plan shortfalls. A full-text copy of the Joint Second Amended Disclosure Statement dated December 8, 2020, is available at https://bit.ly/3oJ1y17 from PacerMonitor at no charge. Counsel to the Debtors: Scott A. Underwood Megan W. Murray Adam M. Gilbert UNDERWOOD MURRAY PA 100 N Tampa St. Suite 2325 Tampa, FL 33602 Tel: (813) 540-8401 E-mail: sunderwood@underwoodmurray.com mmurray@underwoodmurray.com agilbert@underwoodmurray.com About The Bay Club of Naples The Bay Club of Naples, LLC, is a Naples, Fla.-based company engaged in the business of real estate development. The Bay Club of Naples and its affiliate, The Bay Club of Naples II, LLC, concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-05008) on June 29, 2020. Harry M. Zea, manager, signed the petition. At the time of the filing, each Debtor disclosed estimated assets of $10 million to $50 million and estimated liabilities of the same range. The Debtors tapped Underwood Murray, P.A. as their bankruptcy counsel. Becker & Poliakoff, P.A. and Genovese Joblove & Battista, P.A. serve as Debtors' special counsel. BIZNESS AS USUAL: Says Only Dalin Funding Won't Receive Payouts --------------------------------------------------------------- Bizness as Usual Inc. submitted a Fifth Amended Chapter 11 Plan and Disclosure Statement. The Debtor is managing the real estate and has shown a positive cash flow each month since the filing. The Debtor generates approximately $7,000 each month since the filing. The Debtor is current with postpetition taxes and municipal obligations. Property taxes were paid for the tax year 2020-21 for 21 of Debtor's properties, depleting the cash reserve by $51,750. Post-petition mortgages are current. Debtor has approximately$3,000 in working capital. The Debtor owns 18 pieces of real estate in Philadelphia County. The market value of this real estate is $3,00,000. The properties generate rental income. The Debtor anticipates the monthly income to increase as the case continues because more units are being rented and repairs are being completed which will increase the units available for rent. The Debtor has no unsecured debt, except for approximately $50,000 in the unsecured portion of the City's claim, and $14,000 related to the EIDL loan. All secured creditors are over secured and will be paid the face amount of their claim, with two general exceptions. First, Debtor reserves the right to challenge any Proof of Claim, and to the extent such claim is disallowed, no payment will be made. Second, one creditor will not receive distributions: Dalin Funding, LP. Treatment of Claims Class 3 Secured Claims of the Water Revenue Department is comprised of Claims 3-1 and 4-1, with filed balances of $214,757.10 and $1,044.00 respectively. Class 3 shall be paid adequate protection payments of $1,000.00 each month beginning on the Effective date of the Plan and will continue each month until the secured portion of Claim 3-1 and 4-1 are paid in its entirety. Class 5 Claims of Dalin Funding, LP is comprised of claim 5-1. This claim was filed by Dalin Funding, LP and were filed in BAD FAITH in an attempt to deplete the Estate. The Debtor shall object to Dalin's claim and may file an Adversary Proceeding against Dalin as it relates to claim 5-1. This Class is IMPAIRED. Class 6 Unsecured Debt of the City of Philadelphia consists approximately $50,000 related to Claim 2-1 filed by the City of Philadelphia. As to the unsecured portion of the City's Claim 2-1, it shall be fully paid after all Class 1-4 claims are paid, subject to any sustained objection to Claim 2-1. Interest shall accrue on the unpaid balance at a statutory rate of 7% 8. This class in IMPAIRED. A full-text copy of the Fifth Amended Fifth Amended Disclosure Statement dated December 9, 2020, is available at https://bit.ly/3a61eFK from PacerMonitor.com at no charge. A red-lined copy of the Fifth Amended Disclosure Statement dated December 10, 2020, is available at https://bit.ly/3mfWi3f from PacerMonitor at no charge. Attorney for the Debtor: LEE M.HERMAN, ESQUIRE 280 N. Providence Road, Suite 4 Media, PA 19063 Tel: (610) 891-6500 E-mail: lmh@lmhlaw.com About Bizness as Usual Bizness as Usual Inc. filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 19-16477) on Oct. 15, 2020. The Debtor's counsel is Michael P. Kutzer, Esq. BLACKBRUSH OIL: Fitch Assigns CCC+ LT Issuer Default Rating ----------------------------------------------------------- Fitch Ratings has assigned BlackBrush Oil & Gas L.P. and BBOG Holdings LLC. a first-time Long-Term Issuer Default Rating of 'CCC+'. In addition, Fitch has assigned a 'CCC+'/'RR4' rating to BlackBrush Oil & Gas L.P.'s first lien term loan. BlackBrush's ratings reflect its small, oil-weighted Eagle Ford and Austin Chalk asset base, expectations for minimal FCF outspend over the rating horizon, recent restructuring delaying the company's first maturity to 2025, and opportunity for increased asset development through the potential negotiation of a DrillCo agreement. Offsetting considerations include the company's relatively low working interest, declining forecast production, liquidity limited to cash on the balance sheet supported by the non-recurring gain from a hedge monetization, limited hedge coverage, and increasing gross debt as the company's term loan and preferred equity feature Payment in Kind (PIK), as well as the need to prove-out prospective assets to reduce future refinancing and liquidity risk. KEY RATING DRIVERS Below Maintenance Capex Drives Production Decline: Fitch expects BlackBrush to preserve liquidity by investing at sub-maintenance levels, resulting in production declines over the rating case. The company's limited liquidity position results in Fitch's forecast capex of $14 million in 2020 with some price-linked increases thereafter. This rate of investment is expected to result in production declining from approximately 6.3 Mboepd in 2020 to approximately 4 Mboepd by 2023. The company is expected use its limited capital to participate in the development of their non-operated interests in Karnes county, with only minimal investment to develop/delineate its more prospective assets. Forecast production declines are expected to exacerbate BlackBrush's already small production profile, increasing the amount of future capital required to regain operational momentum. Reliance on Limited Liquidity: With no revolving credit facility, BlackBrush's primary source of liquidity is cash on hand. In 1Q20, the company benefited from a non-recurring cash inflow of $24.5 million as a result of the monetization of their hedge book, temporarily bolstering cash on hand. While PIK interest on the term loan (2% PIK, L+500 cash) and preferred equity (1% PIK) reduce the company's cash cost of capital, and capex has been rationalized below maintenance, Fitch expects a modest commodity price recovery, as well as the company's eroding hedge book, and less competitive cost structure, to result in slightly negative FCF through the rating case. Asset Base Restricts Operational Flexibility: BlackBrush's asset base consists of approximately 255,000 gross acres in the Eagle Ford and Austin Chalk plays in Texas and Louisiana. BlackBrush's core development acreage is located in Karnes (1,341 net acres), and Frio and La Salle (26,430 net acres) counties as well as the South Texas Syndicate (STS) area of La Salle and McMullen counties (41,010 net acres). BlackBrush's current near-term development program targets their Karnes asset, where low working interest (42%) limits management's discretion on development pacing. The STS play is characterized by significant heterogeneity in Gas/Oil Ratio (GOR) and variability in the presence of the clastic Olmos formation that BlackBrush targets, increasing execution risk. The company's Frio Austin Chalk assets present opportunities as a result of its 3D seismic analysis, but remain prospective. Fitch expects limited capex spend in the STS, Frio and Louisiana assets over the ratings horizon. BlackBrush's more prospective Chittim (eight PDP wells), East Texas (one PDP well), and Louisiana (three PDP wells) assets may offer the company some option value, given a recovery in the commodity price environment and improved access to development capital, but entail increased execution risk as these plays are less developed. Fitch does not expect the company can deploy sufficient capex to de-risk these plays over the rating horizon. Restructuring Increases Leverage, Runway: In September 2020, BlackBrush completed an out of court restructuring that resulted in lenders receiving a new $75 million first-lien term loan due 2025 (2% PIK and L+500), $225 million of preferred equity with mandatory redemption in 2026 (1% PIK) and 70% of the common equity; with management and Ares retaining 30% equity interest. Fitch has determined that BlackBrush's preferred equity would receive 0% equity credit under the agency's "Hybrids Treatment and Notching Criteria." BlackBrush's new capital structure combined with the depressed commodity price environment, results in a Fitch-calculated-leverage jump from 3.4x at YE 2019 to more than 15.0x forecast YE 2020. Fitch's expectations for slightly negative FCF and an eroding production profile over the ratings case, as well as the accrual of PIK interest on both the term loan and preferred equity, is expected to impair the company's prospects for refinancing their 2025 and 2026 maturities. However, Fitch believes that the company's new capital structure significantly reduces near-term default risk given the absence of financial maintenance covenants, limited cash interest and amortization, and alignment of debt and equity interests. Potential DrillCo Increases Development: Fitch expects BlackBrush's currently limited access to development capital may cause the company to pursue alternative development funding options like a DrillCo agreement. BlackBrush was in the process of negotiating terms of such an agreement early this year. The company suspended this process at the onset of the global pandemic, and during their subsequent restructuring, but management has indicated that their counterparty is still interested in pursuing the agreement. While Fitch expects a potential DrillCo agreement may increase the company's asset coverage and de-risk portions of its position, no material increase in cash flow is expected over the rating horizon. Fitch believes that a DrillCo agreement could offer the company an opportunity to prove-out their more prospective assets, and may help reduce liquidity and refinancing risks if successful and material in size. DERIVATION SUMMARY With 6.5 Mboepd (73% liquids) in 3Q20, BlackBrush is less than half the size of Eagle Ford peer, Lonestar Resources (WD; 13.3Mboepd, 70% liquids in 2Q20) and substantially smaller than Double Eagle (B/Positive) with 45.8 Mboepd of production in 3Q20 (85% liquids), Haynesville gas producer Comstock (B/Positive) with 189.6 Mboepd of production in 3Q20, and similarly-rated SM Energy (CCC+;132Mboepd, 62% liquids) in the Permian and Eagle Ford. Lower commodity prices pressured E&P margins in 2Q20, with BlackBrush's high liquids cut resulting in negative unhedged netbacks, similar to Lonestar, and lower than gas-oriented Comstock. BlackBrush's unhedged netbacks ($11/boe, 2019) are lower than Lonestar ($16/boe) and SM($16.60/boe), but higher than gas-weighted Comstock ($7.70/boe) under more normalized conditions. While their hedges provided $2.00/boe uplift to netbacks in fiscal 2019, Fitch expects the positive impact to be limited by BlackBrush's hedge book monetization in 1Q20. Following their recent restructuring, BlackBrush's leverage represents a significant outlier among the peers with forecast Fitch-calculated EBITDA of 15.4x in 2020. KEY ASSUMPTIONS Fitch's Key Assumptions Within Its Rating Case for the Issuer -- WTI prices of $38.00/bbl, $42.00/bbl, $47.00/bbl and $50.00/bbl in 2020, 2021, 2022 and 2023, respectively; -- Henry Hub prices of $2.10/mcf, $2.45/mcf, $2.45/mcf and $2.45/mcf in 2020, 2021, 2022 and 2023, respectively; -- Minimal capital expenditure to preserve the company's liquidity resulting in neutral-to-negative FCF but average daily production declining from 6Mboepd in 2020 to under 4Mboepd in 2023; -- LOE trending to historic levels from the current low pricing environment; -- G&A and Production taxes flat through the forecast; -- Increasing gross debt resulting from the PIK features of the company's first lien term loan and preferred stock (0% equity credit). RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Material improvement in ability to invest in, and de-risk more prospective assets, that reduces refinancing and liquidity risk. -- Average production trending toward 20 Mboepd on a sustained basis; -- Total Debt with Equity Credit / Operating EBITDA sustained below 3.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Erosion of liquidity resulting in FFO Interest Coverage below 1.5x; -- Continued below-maintenance investment that heightens refinancing and liquidity risk. LIQUIDITY AND DEBT STRUCTURE Limited Liquidity: BlackBrush does not have access to a revolving credit facility, and relies on cash on hand ($26 million in 2Q20) as their primary source of liquidity. The company's first lien term loan features both cash and PIK interest and the preferred equity's distributions are solely PIK, reducing the company's need to fund interest payments with cash. The company further aims to preserve their limited liquidity with their below-maintenance capex program. Debt Structure: Following their September 2020 restructuring, the company's debt consists of a $75 million first lien term loan due 2025 and $225 million preferred equity and mandatory redemption in 2026. Fitch does not currently expect the company to have any capacity to make prepayments, and instead expects gross debt to grow as PIK payments accrue on these instruments. KEY RECOVERY RATING ASSUMPTIONS Given the company's lack of access to capital resources needed to develop their largely prospective asset base and expectations for production decline over the rating case, the recovery analysis assumes that BlackBrush would be liquidated in a hypothetical bankruptcy scenario rather than reorganized as a going-concern. Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach The GC EBITDA estimate of $7 million reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which it bases the enterprise valuation, which reflects the decline from current pricing levels to stressed levels, and then a partial recovery coming out of a troughed pricing environment. Fitch believes that a lower-for-longer price environment combined with continued production declines could pressure the company's limited liquidity and pose a plausible bankruptcy scenario. An EV multiple of 3.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.2x and a median of 5.4x; -- The multiple reflects the BlackBrush's largely undeveloped asset base focused on more prospective areas of the Eagle Ford and Austin Chalk formation, relatively low working interest in their core Karnes county position, and minimal opportunity for production and PDP growth considering the company's limited capex. Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Fitch considers valuations such as SEC PV-10 and M&A transactions including multiples for production per flowing barrel, proved reserves valuation, value per acre and value per drilling location. The allocation of value in the liability waterfall results in recovery corresponding to 'RR4' for the senior secured term loan ($75 million). SOURCES OF INFORMATION 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. BLACKROCK INTERNATIONAL: Voluntary Chapter 11 Case Summary ---------------------------------------------------------- Debtor: Blackrock International, Inc. 1522 Prytania Street Apartment C New Orleans, LA 70130 Business Description: Blackrock International, Inc. is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 15, 2020 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 20-50922 Judge: Hon. John W. Kolwe Debtor's Counsel: D. Patrick Keating, Esq. THE KEATING FIRM, APLC 220 Heymann Blvd. Lafayette, LA 70503 Tel: (337) 233-0300 Fax: (337) 233-0694 Email: rick@dmsfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Helen Jean Williams, authorized representative. 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/Z3EWY5Y/Blackrock_International_Inc__lawbke-20-50922__0001.0.pdf?mcid=tGE4TAMA BOWLERO CORP: Moody's Affirms B2 CFR; Alters Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service affirmed Bowlero Corp.'s B2 Corporate Family Rating and B2-PD Probability of Default Rating. Additionally, Moody's affirmed the B2 rating on the 1st lien credit facility which includes a revolver and term loan B issued by Bowlero's subsidiary, Kingpin Intermediate Holdings, LLC. The rating outlook was changed to negative from stable. Moody's also assigned a negative outlook at the Kingpin subsidiary. Bowlero's negative outlook reflects the projected impact of the recent surge in the number of positive coronavirus cases and greater restrictions on the ability to operate locations during the company's seasonally strongest part of the year. Moody's expects Bowlero will still have good liquidity and will recover as the impact of the pandemic subsides, but leverage levels are projected to remain elevated over the next few years as the amount of debt has increased in 2019 and 2020. As of November 1, 2020, Bowlero was able to reopen over 85% of its centers with differing levels of restrictions, but the recent increase in the number of coronavirus cases could lead to additional closings or restrictions which may slow Bowlero's recovery. Moody's also expects consumer demand will decrease in the near term as a result of the elevated number of new cases during the pandemic. Affirmations: Issuer: Bowlero Corp. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Issuer: Kingpin Intermediate Holdings, LLC Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Bowlero Corp. Outlook, Changed to Negative from Stable Issuer: Kingpin Intermediate Holdings, LLC Outlook, Changed to Negative from No Outlook RATINGS RATIONALE Bowlero Corp.'s (fka Bowlmor AMF Corp.) leverage is very high at over 15x as of the end of September 2020 (excluding Moody's standard lease adjustments) due to the health restrictions and economic disruption caused by the coronavirus outbreak that has led to bowling center closures and operating restrictions in addition to higher amounts of debt. The pandemic has led to a spike in leverage that Moody's expects will begin to decrease towards the second half 2021 supported by positive vaccine developments. While operating performance is projected to improve as the pandemic abates and the economy recovers, Moody's expects some consumers may maintain a degree of social distancing and avoid large crowds in the near term. Results are also expected to be sensitive to the economy, particularly for leisure bowlers, and will be seasonal with the strongest periods occurring in the quarters ending in December and March. Bowlero has realized substantial cost savings over the past several years while increasing revenue, and Moody's expects the company will achieve additional cost savings and limit capex in the near term to preserve liquidity. Bowlero has been successful increasing the number of higher margin casual bowlers historically, who are likely to spend more than traditional league bowlers. The company has also demonstrated good discipline with its discount policy, while raising prices and growing its group event business. Bowlero also benefits from good geographic diversity and size with 296 centers as of FYE 2020 which helps offset the impact from a surge in the pandemic in any region or from more restrictive measures imposed by local and state regulators. Capital expenditures to upgrade current locations have also contributed materially to growth and are expected to resume once the coronavirus pandemic subsides. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer entertainment spending from the current weak US economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around its forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. A governance consideration that Moody's considers in Bowlero's credit profile is the company's relatively aggressive financial policy historically. Bowlero issued $105 million in additional debt in November 2019 which was expected to be used for future acquisitions or the renovation of bowling centers. While Bowlero benefited from the additional liquidity of the add on term loan during the pandemic, Moody's considers this to be indicative of a relatively aggressive financial policy. Following the pandemic, Moody's expects Bowlero to have a more moderate financial policy focused on reducing elevated leverage levels. Atairos Group, Inc. is the majority equity holder of the company. Moody's expects Bowlero will have good liquidity over the next 12 months, despite projected negative free cash flow in the near term as some bowling centers remain closed or operate with additional restrictions. As of the end of September 2020, the company had a significant cash balance with $40 million drawn under its $50 million revolver due in July 2022. Bowlero recently entered into an agreement for an additional $150 million revolver (not rated) with credit support provided by Atairos and drew $45 million to bolster liquidity. The remaining $105 million is available to be drawn subject to approval by Atairos and the prior satisfaction of other customary conditions (including financial conditions). Bowlero also entered into an amendment to provide additional flexibility with its sale leaseback agreement to further support liquidity and benefited from business interruption insurance proceeds. Moody's expects Bowlero to reduce capex in the near term until the pandemic abates. The preferred equity becomes redeemable in future periods which elevates the potential for additional debt issuance over time. The term loan B is covenant lite and the revolver is subject to a springing first lien leverage ratio covenant of 5.75x when greater than 35% of the facility is drawn. However, Bowlero recently executed an amendment that suspends the financial covenant applicable to the revolving facility until March 2022. The outstanding debt is all first lien. The negative outlook reflects Moody's expectation that Bowlero's recovery will be slowed by the increase in the number of coronavirus cases during the company's historically strongest operating season with continued year over year declines in performance until the quarter ending in June 2021. Performance is projected to improve more rapidly during the second half of 2021 as a vaccine becomes more widely disseminated with operating results approaching historical levels during 2022. However, higher amounts of debt incurred at the end of 2019 and in 2020 are projected to lead to high leverage levels for an extended period of time. As a result, Moody's does not expect leverage to decrease to the 7x range until the middle of 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Bowlero's performance improves slower than Moody's projects or expected leverage levels will be sustained above 7x. Equity friendly transactions, additional long-term debt to provide liquidity or repay outstanding revolver balances may also lead to a downgrade. A weakened liquidity position or continuing negative free cash flow could also pressure the ratings. An upgrade is not expected in the near term due to the impact of the pandemic and higher projected leverage levels. However, Moody's could upgrade Bowlero's ratings if leverage were to decrease below 4.5x (including Moody's lease adjustments) on a sustainable basis with free cash flow to debt (as calculated by Moody's) well above 5%. Positive organic revenue growth with a good liquidity position would also be required as would confidence that the sponsor would not pursue future debt-financed, equity-friendly transactions. Bowlero Corp. is the largest bowling center operator in the US with additional locations in Canada and Mexico. The company is privately owned and was created following the acquisition of AMF by Strike Holdings LLC (Bowlmor) in 2013. The company acquired 85 bowling centers from Brunswick Corporation in 2014. The combined company operates bowling centers under the AMF, Bowlero, and Bowlmor brands. Atairos Group, Inc. acquired majority ownership of the company in July 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. CHESAPEAKE ENERGY: Parties Not Ready for Plan Trial, Says Judge --------------------------------------------------------------- Steven Church of Bloomberg News reports that the bankruptcy judge handling Chesapeake Energy's bankruptcy case warned of a contested confirmation hearing that could hand partial losses to both sides. Chesapeake and its restructuring critics are "not ready by a long shot" to start a weeks-long trial that will determine whether the fracking pioneer can exit bankruptcy under new owners, the judge overseeing the bankruptcy case said at the start of the court proceeding. U.S. Bankruptcy Judge David R. Jones warned the two lead lawyers who will be battling over the legality of Chesapeake's reorganization plan that they should think about a possible mixed ruling that hands both sides a partial loss. "You all are getting ready to fight and I'm worried that you don't see the storm," said Jones. 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. CINEMARK HOLDINGS: Egan-Jones Cuts Sr. Unsecured Ratings to CCC- ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 2, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Cinemark Holdings Incorporated to CCC- from CCC. Headquartered in Plano, Texas, Cinemark Holdings, Inc. operates movie theaters. CIRCOR INTERNATIONAL: Moody's Downgrades CFR to B3, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service downgraded the ratings of CIRCOR International, Inc. including the Corporate Family Rating to B3 from B2, the Probability of Default Rating to B3-PD from B2-PD and the senior secured rating to B2 from B1. The Speculative Grade Liquidity Rating was maintained at SGL-3. The rating outlook is stable. The downgrades reflect expectations that Moody's adjusted leverage, currently near 8x, will remain elevated through 2021 with modest free cash flow, indicative of protracted and uneven recoveries in CIRCOR's key end markets. Lack of a material recovery in results as seen by third quarter 2020 EBITDA flat with early 2020 levels highlights CIRCOR's delayed upward trajectory. This reflects CIRCOR's exposure to heavy industrial markets that tend to recover later than light industrial markets. To illustrate, many industrial companies experienced a bounce back in earnings and free cash flow, from unwinding working capital, coming off the first half 2020 trough demand impact. RATINGS RATIONALE CIRCOR's ratings reflect favorable niche market focus within severe flow control applications, a diverse customer base highlighted by blue-chip industry leaders, an increasingly variable cost structure and an asset-light business model. Scale and scope remain modest within the large, highly fragmented global flow control sector but over the longer term, revenues should resume solid organic growth as the commercial aerospace industry gradually recovers along with numerous sectors within the industrial markets (commercial marine, chemical processing, power generation). Resiliency from defense revenues, at 15% of total revenues and growing, as well as benefits from an aftermarket revenue stream (roughly 30% of revenues) should lead to stronger earnings over the next couple of years. As shown in 2020, operations are exposed to key end markets that can be cyclical, particularly within the industrial segment which continues to be challenged. Debt-to-EBITDA, applying Moody's standard adjustments that include a $150 million underfunded pension liability, is anticipated to remain high but fall below 7x by year-end 2021 as earnings steadily increase. Accelerated de-levering from non-core asset sales is unlikely as the company pruned its portfolio during 2019 and the early part of 2020, using proceeds to reduce debt. However, Moody's expects the majority of modest free cash flow to be used for debt repayment over the next 18 months. The rating outlook is stable with Moody's expectations for the return of modest organic revenue growth and steadily increasing earnings during 2021, resulting from a measured rebound in key end markets. Free cash flow is expected to improve meaningfully even with a moderate recovery in demand as several large cash outflows in 2020 won't occur in 2021. Liquidity is anticipated to remain sufficient to manage through the potential for extended macroeconomic uncertainty. CIRCOR is expected to maintain an adequate liquidity profile, supported by a cash balance in the $70 million range and free cash flow that trends back towards the five-year average of at least $20 million/year over the next two years. Liquidity is also supported by a $150 million revolving credit facility set to expire in 2022. Borrowing availability under the facility is anticipated to be $85 million by the end of 2020 after deducting funds drawn and posted letters of credit. The facility is subject to a springing total net first-lien leverage ratio tested if the aggregate number of outstanding borrowings exceeds a set percentage of the facility. The term loan does not contain any financial maintenance covenants. There are no near-term debt maturities or annual amortization requirements following the company's term loan prepayments during 2019. CIRCOR is a supplier into end markets (aerospace & defense, downstream oil & gas) that are associated with greenhouse gases and carbon dioxide emissions. When customers within these sectors are subject to laws and regulations, CIRCOR is exposed to risks that the additional costs by customers to comply with such laws and regulations could negatively impact demand for its products. Even without such laws and regulations, increased awareness and adverse publicity in the global marketplace about the levels of greenhouse gas emissions by companies in the manufacturing and energy industry could reduce customer demand. Moody's took the following rating actions on CIRCOR International, Inc.: - Corporate Family Rating, downgraded to B3 from B2 - Probability of Default Rating, downgraded to B3-PD from B2-PD - Senior Secured Bank Credit Facility Rating, downgraded to B2 (LGD3) from B1 (LGD3) - Speculative Grade Liquidity Rating, maintained at SGL-3 - Rating outlook, Stable FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with evidence of a robust uptick in performance from stronger demand in the oil & gas and aerospace & defense sectors, resulting in a sharp improvement in margins and cash flow. Debt-to-EBITDA below 5.75x, an EBITDA margin approaching the low-to-mid-teens and free cash flow-to-debt trending towards 5% could also result in upward rating pressure. Accelerated growth in higher-return aftermarket revenues would also be viewed favorably. The ratings could be downgraded due to the inability to demonstrate sequential quarterly improvement in earnings or full year free cash flow of at least $15 million during 2021. Leverage remaining above 6.5x, especially in the absence of solidly positive free cash flow, could lead to downward pressure on the ratings. Deteriorating liquidity could also contribute to a negative rating action. CIRCOR International, Inc. provides flow and motion control precision-engineered pumps, valves, fittings, switches, sensors and flight components for use in extreme operating environments (e.g., high pressure, high temperature, caustic fluids, fluids with abrasives) within the industrial and aerospace & defense markets. Revenues for the latest twelve months ended September 30, 2020 were approximately $810 million. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. CIRQUE DU SOLEIL: Moody's Assigns Caa1 CFR, Outlook Negative ------------------------------------------------------------ Moody's Investors Service assigned a Caa1 corporate family rating and a Caa1-PD probability of default rating to Cirque du Soleil Holding USA NewCo, Inc. At the same time, Moody's assigned a B2 rating to its $316 million senior secured first lien term loan due November 2025 and a Caa2 rating to its $300 million second lien term loan due November 2027. Cirque du Soleil Canada Inc. is a co-borrower. The outlook is negative. Ratings Assigned: Corporate Family Rating, Assigned Caa1 Probability of Default Rating, Assigned Caa1-PD $316 million Senior Secured First Lien Term Loan due in 2025, Assigned B2 (LGD2) $300 million Senior Secured Second Lien Term Loan due in 2027, Assigned Caa2 (LGD5) Outlook Action: Outlook, Assigned as Negative RATINGS RATIONALE Cirque du Soleil (Caa1 negative) is constrained by: (1) execution risks around show redeployment tied to economic uncertainty and potential COVID-19-related delays in 2021; (2) weak liquidity; (3) leverage sustained above 10x and negative free cash flow through 2022; and (4) substantial concentration in Las Vegas, which will account for close to half of EBITDA in 2022. The company benefits from: (1) unique brand recognition and pricing model targeting higher income households; (2) a strong operational track record and management's ample experience developing, running and acquiring shows; (3) the ability to leverage a portfolio of long-lived shows requiring minimal investments as it rebuilds scale; and (4) a partnership model for resident shows minimizing capital outlays and supporting operational stability. The negative outlook reflects weakening liquidity into 2022 and execution risks around the pace of show redeployment. Cirque du Soleil's liquidity is weak. As of December 31, 2020, Moody's estimates that cash on hand will total about $160 million, compared to uses of about $120 million in negative free cash flow over the following twelve months ended December 2021. Cirque du Soleil has no term loan amortizations. By early 2022, Moody's estimates that Cirque's cash on hand will decline to a minimum working cash balance of about $10 million; likewise, any deviation from its business plan or postponement of show revenues would compromise Cirque's ability to continue operating in the absence of additional sources of liquidity, such as a revolving credit facility. Although the term loan agreement allows Cirque to raise up to $55 million under a revolving credit facility (and $30 million in letters of credit), there are no commitments to date and Moody's will not give credit for these potential sources of future liquidity until they are made available. The company is not subject to any financial covenants. Cirque du Soleil has a limited capacity to sell some assets to raise cash with a permitted reinvestment period of twelve months. The first and second lien senior secured term loans are issued by Cirque du Soleil Holding USA NewCo, Inc. and co-borrower Cirque du Soleil Canada Inc. and guaranteed by the top holdco Spectacle Bidco Holdings Inc. The $316 million first lien term loan due November 2025 is rated B2, two notches above the Caa1 corporate family rating, reflecting its senior position in the capital structure. The B2 outcome incorporates a one-notch override on the Loss-Given Default model outcome of B1 given the allowance under the terms of the credit agreement for the issuance of up to $55 million in a revolving credit facility that would have priority ranking senior to the first lien term loan, and its assessment of low asset protection. The $300 million second lien PIK term loan due November 2027 is rated Caa2, one notch below the corporate family rating, reflecting its junior position and ranking behind the first lien debt. The rated term loans do not have any financial covenants. The first lien term loan does not provide incremental facility capacity but does permit the issuance of other debt including: (1) a revolving credit facility for up to $55 million, which would rank senior to the first lien debt; and (2) a letter of credit facility for up to $30 million, ranking pari passu with the first lien debt. All subsidiaries are restricted and any wholly-owned subsidiary holding more than 2.5% of total assets is obligated by covenant to become a guarantor, controlling collateral leakage by precluding assets transfers to unrestricted subsidiaries and limiting asset transfers to non-guarantors. Only wholly-owned subsidiaries must act as guarantors, but guarantees are not automatically released solely because such subsidiaries cease to be wholly-owned, reducing the risk of future guarantee releases. The credit agreements require that 100% of net cash proceeds be used to repay the credit facility, if not reinvested within twelve months, with no-step-downs on the prepayment/reinvestment requirement. Cirque du Soleil will remain exposed to social risks arising from the coronavirus outbreak during 2021 as it pertains to the health of employees and audiences as it ramps up shows beginning in Q2. Other ongoing social risks include the company's exposure to shifting demographics and consumer preferences combined with the relatively high-priced, highly-discretionary nature of its shows. The company addresses these risks through efforts to remain finely attuned to entertainment preferences among its customer base in the development of its show content. Cirque du Soleil is also exposed to reputational risks associated with employee safety given that performers often carry out physically dangerous acts. Governance considerations include Cirque du Soleil's ownership by creditors, of which there is a majority share of private equity sponsors which may introduce aggressive financial policies over time, including the maintenance of elevated leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if liquidity weakens, or if the company is unlikely to achieve stable operating performance. The ratings could be upgraded if adjusted debt to EBITDA trends towards 7.5x (10.8x forecast for 2022), EBITA to interest coverage is sustained above 1.0x (0.3x forecast for 2022), EBITA margins are sustained above 10% (2.5% forecast for 2022), and if scale increases with revenues surpassing $500 million ($670 million forecast for 2022). The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Cirque du Soleil is a provider of unique, live acrobatic theatrical performances. Beginning in 2021, the company will relaunch 6 resident shows and 6 touring shows. In 2021, Moody's expects the company to generate about $180 million in revenues. Cirque du Soleil is owned primarily by a fragmented group of creditors (represented by prior debtholders), including private equity investors Catalyst Capital, Sound Point Capital, CBAM Partners and Benefit Street Partners. COMMONWEALTH PORTS: Fitch Affirms BB Rating on $18.3MM Rev. Bonds ----------------------------------------------------------------- Fitch Ratings has affirmed the 'BB' rating on approximately $18.3 million of outstanding Commonwealth Ports Authority (CPA), Commonwealth of the Northern Mariana Islands (CNMI) senior series 1998A and 2005A seaport revenue bonds. The Rating Outlook is Stable. RATING RATIONALE The rating reflects the essentiality of the ports to a small, island economy amidst high exposure to economic volatility from tourism and a nearly 100% import-based cargo operation. The rating also considers CPA's sustained revenue performance and history of controlled expenses. Despite recent adverse impacts on operational performance, CPA is expected to maintain financial metrics supportive of the current rating level. Under Fitch's rating case scenario, which incorporates coronavirus-related stresses, coverage levels average 2.1x through the forecast period. CPA further benefits from robust liquidity levels that provide some mitigation to a prolonged softening of cargo demand. The outbreak of coronavirus and related government containment measures worldwide create an uncertain global environment for both cargo and cruise operations. Material changes in revenue and cost profile are occurring across the port sector and will continue to evolve as economic activity and government restrictions respond to the ongoing situation. Fitch's ratings are forward-looking in nature, and Fitch will monitor developments in the sector as a result of the virus outbreak as it relates to severity and duration, and incorporate revised base and rating case qualitative and quantitative inputs based on expectations for future performance and assessment of key risks. KEY RATING DRIVERS Concentrated but Vital Cargo Base - Revenue Risk (Volume): Weaker The seaports remain essential for the import of goods to an island economy; however, there is potential for stagnant operational trends due to CNMI's exposure to macroeconomic factors and its elevated dependence on a limited tourist base. Volume stability is expected given that food and fuel related cargos account for more than 50% of import-dependent revenue tonnage. Limited Pricing Power - Revenue Risk (Price): Weaker CNMI's narrow economy and exposure to economic volatility limit management's economic flexibility to raise rates on seaport system tenants and users. Following the last increase in 2009, the authority's focus has instead been on effective containment of operating expenses. Modest Capital Improvement Plan - Infrastructure Development & Renewal: Midrange The ports once handled nearly twice as much cargo and are in satisfactory condition to deal with current and forecasted demand. The authority's capital improvement plan (CIP) is manageable and funded with grants and internally generated funds. No additional debt is anticipated in the near to medium term. Conservative Capital Structure - Debt Structure: Stronger The authority maintains 100% fixed-rate, fully amortizing debt with a level debt service profile and a 2031 final maturity. Structural features and reserves are sufficient and consistent with other Fitch-rated ports. Financial Profile CPA maintained favorable leverage and liquidity metrics offset by a modest coverage ratio of 2.2x in fiscal 2019 (unaudited). Estimated fiscal 2019 net debt-to-cash flow available for debt service (CFADS) is negative, reflecting cash balances exceeding debt outstanding. The CPA maintains strong balance sheet cash and reserves available for operating expenses, with days cash on hand (DCOH) currently exceeding 1,900. These liquidity and leverage metrics provide the CPA with some degree of flexibility to meet financial commitments in weak performing periods. Rating case coverages, when including stresses related to coronavirus, are expected to average 2.1x through the forecast period. PEER GROUP Paita (Peru) (BB/Negative) serves as a global peer with a similar coverage level and regionally focused importance. Both ports have weaker volume risk attributes, with CPA relying nearly 100% on import-based cargo. The Hawaii Department of Transportation (AA-/Stable) is a U.S. port with a similar operational profile, strong financial metrics and island economy structure. However, Hawaii's operations are on a much larger scale, the service area is seen as less economically volatile, and tariff increases are increased annually by the greater of 3% or CPI, resulting in stronger volume assessment and midrange price assessment all contributing to Hawaii's much higher rating. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Given the ports' limited operating profile and significant exposure to local economic factors, positive rating migration is not anticipated at present. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A severely weakened underlying service area economy that results in the seaports' inability to maintain cargo levels at or near current levels for a sustained period; -- Depressed debt service coverage levels resulting from declining operating revenues; -- A shift in the seaports' balance sheet liquidity and financial flexibility resulting from changes in operating expense management or pricing power. CREDIT UPDATE Revenue trends have been volatile in the past few years, attributed to the reduction in inbound revenue tonnage and damage from storms such as Super Typhoon Yutu that have passed through the CNMI. While the ports are located in an island economy with exposure to tourism, CPA also has a mix of non-operating revenues (grants and interest income) to help offset declines in operating revenue. Seaport operations at all three ports (Saipan, Tinian, and Rota) have continued through the current pandemic. Although operations have not ceased, the reduction in incoming revenue tonnage has led to an anticipated 20% decline in overall seaport revenues in fiscal 2020. Total tonnage through August 2020 (11 months of fiscal 2020) is currently down approximately 24% to 412,104 tons in comparison to the prior year. Management has indicated that tenants and operators have been making timely payments. Additionally, the CPA Board approved a tenant relief program for seaport tenants, which provided discounts on lease fees over the course of six months from April 2020 through September 2020. In light of the pandemic, CPA also implemented significant austerity measures to reduce operational costs and help offset the anticipated decline in revenues in fiscal 2020. Effective March 1, 2020, these austerity measures include reduction of employee hours by 16 hours bi-weekly and a freeze on all personnel actions and travel outside of the CNMI. Coverage in fiscal 2019 is estimated to be approximately 2.2x and leverage remains negative. Though coverage is expected to weaken in the near term, the reductions in seaport operations and revenue are offset by stable non-operating income and a low debt service obligation of just over $3 million. FINANCIAL ANALYSIS Fitch has developed two scenarios that serve as the basis for this review. The two cases are labeled as the "Coronavirus Rating Case" and the "Coronavirus Severe Downside Case". Given the current economic environment due to the coronavirus and the unlikeliness of a stable operating environment over the near term, Fitch's Coronavirus Rating Case is also considered the Base Case. Fitch's scenarios assume modest cargo declines in the final quarter of 2020 and into 2021, reflecting the potential for additional spikes in coronavirus cases resulting in lessened economic activity and a recessionary period. Cargo recovery to 2019 levels is anticipated by calendar year 2022 under rating case assumptions. Coronavirus Rating Case: Fiscal 2020 (Sept. 30 YE) revenue performance is based on preliminary actual performance. Cargo is expected to be 92% of 2019 levels in fiscal 2021 and 99% in fiscal 2022, returning to 2019 levels by fiscal 2023. Thereafter, growth rates revert to Fitch's previous Rating Case assumptions of low growth. Under these assumptions, debt service coverage ratio (DSCR) averages 2.1x and leverage remains negative through the forecast period. Coronavirus Severe Downside Case: Cargo is expected to be 87.5% of 2019 levels in fiscal 2021 and return to 2019 levels by 2023. Under this scenario, DSCR averages 2.0x through the forecast period. REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF RATING The principal sources of information used in the analysis are described in the Applicable Criteria. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. COMMUNITY HEALTH: Fitch Assigns B Rating on Senior Secured Notes ---------------------------------------------------------------- Fitch Ratings has assigned a 'B'/'RR1' rating to CHS/Community Health Systems, Inc.'s (CHS) first-lien, senior secured notes due 2027. Proceeds are expected to be used to partially redeem the company's first-lien, secured notes due 2023 and to pay tender premiums and related transaction fees. The ratings apply to $12.8 billion of debt at Sept. 30, 2020. The Rating Outlook is Positive, reflecting the company's slowly improving financial flexibility and operating profile. However, gross debt leverage remains high, and Fitch expects the company's absolute level of cash generation to be positive but thin. KEY RATING DRIVERS Coronavirus Business Disruption Manageable: Fitch believes that healthcare services companies, including CHS, should experience lesser long-term effects from the pandemic than other corporate sectors because demand is not as economically sensitive and often times is not discretionary. However, depressed volumes of elective patient procedures are weighing meaningfully on healthcare providers' revenue and operating margins in 2020. Elective procedures in both inpatient and outpatient settings were cancelled to increase capacity for COVID-19 patients and in response to government orders, but volumes have shown a strong pattern of recovery as healthcare systems restart operations. Fitch believes CHS has sufficient headroom in the 'CCC' rating to absorb the effect of the pandemic on operations. This is predicated on an assumption that sporadic government mandated shutdowns and business disruption related to spiking Covid patient volumes in late 2020 and early 2021 will not significantly disrupt a recovery in elective patient volumes that began in mid-2020. There could be downward pressure on the rating if business disruption accelerates and depresses cash flow more than Fitch currently anticipates. Very High Debt Burden: CHS encountered the pandemic with a highly leveraged balance sheet despite efforts to reduce debt since the acquisition of rival hospital operator Health Management Associates, LLC (HMA) in late 2014. Fitch-calculated leverage at Sept. 30, 2020 was 12.0x (and 8.4x considering grants provided by the Coronavirus Aid, Relief and Economic Security (CARES) Act, which Fitch has elected to exclude from its EBITDA calculation), versus 5.2x prior to the acquisition. CHS paid down more than $3 billion of debt since the beginning of 2016 primarily using proceeds from the spinoff of Quorum Health Corp. and a series of smaller divestitures. While Fitch believes CHS's hospital sales have been for multiples of EBITDA that are slightly deleveraging, leverage increased steadily until late 2019, when some recovery in the base business slightly boosted EBITDA. Incremental Progress Addressing Capital Structure: In addition to the divestiture funded debt repayment, CHS has slowly been addressing concerns in the liquidity profile through a series of transactions including debt exchanges completed in November and December 2020. Fitch estimates that the company used about $500 million of cash on hand to retire about $800 million of debt at a discount to face value through these two transactions. Unlike a June 2018 and a December 2019 debt exchange, Fitch does not consider these two transactions as distressed debt exchanges, because the recent transactions take advantage of market pricing and excess liquidity, rather than being conducted to avoid bankruptcy or similar insolvency. Large debt maturities remain in each of 2023 and 2024 and heightened confidence by Fitch that the company will be able to address these without resorting to off market options is important to improvement in the credit profile. The time frame gives CHS a window to execute an operational turn-around plan focused on restoring organic growth and improving profitability of hospitals in the markets remaining after the divestiture program is completed, and the current notes issuance will begin to address the 2023 maturities. Forecast Reflects Hospital Divestitures: Fitch's $1.5 billion operating EBITDA forecast for CHS in 2021 reflects completed hospital divestitures and hospitals under definitive agreement for sale. The company sold about 60 hospitals with nearly $6 billion of annualized revenues during 2017-2020, raising about $2.8 billion of cash proceeds and leaving a footprint of 93 hospitals at Sept. 30, 2020. The divestiture program is part of a long-term plan to improve same-hospital margins and sharpen focus on markets with better organic operating prospects. Divestiture proceeds have been a source of debt paydown, but long-term repair of the balance sheet will require the company to expand EBITDA through a return to organic growth and expansion of profitability in the group of remaining hospitals. Fitch expects CHS to conclude the divestiture program in 2020 and does not include any further divestiture proceeds in its forecast. Headwinds to Less-Acute Volumes: CHS's legacy hospital portfolio faced secular headwinds to less-acute patient volumes, which are highly susceptible to weak macroeconomic conditions, seasonal influences on flu and respiratory cases, and health insurer scrutiny of short-stay admissions and preventable hospital readmissions. CHS's same-hospital operating trends were weak in 2017 and 2018, although quarterly results showed sequential improvement in yoy performance on various patient volume measures throughout 2019. The operating EBITDA margin also showed signs of stabilization during 2018-2019 after five consecutive quarters of yoy declines in this metric in 1Q17 to 1Q18. The pandemic influenced operating results in 2020, with CHS's 1H20 volume declines and subsequent 3Q20 sequential recovery falling broadly in line with acute care hospital industry peers. DERIVATION SUMMARY CHS's 'CCC' IDR reflects the company's weak financial flexibility with high gross debt leverage and stressed FCF generation (CFO less capex and dividends). High leverage partly reflects a legacy operating profile focused on rural and small suburban hospital markets that are facing secular headwinds to organic growth. A pivot toward faster growing and more profitable markets at the conclusion of the divestiture program should boost profitability to be more in line with higher rated industry peers HCA Healthcare Inc. (HCA; BB/Stable), Tenet Healthcare Corp. (THC; B/Stable) and Universal Health Services Inc. (UHS; BB+/Stable). KEY ASSUMPTIONS Fitch's Key Assumptions Within the Agency's Rating Case for the Issuer: -- Revenue declines by 10.6% in 2020 due to pandemic related business disruption and divestitures, with a steady recovery in patient volumes in late 2020 and into 2021 resulting in 6% topline growth in 2021; -- EBITDA margin contracts 170 bps in 2020 caused by a decline in patient volumes and rebounds strongly in 2021 to about 12%; -- Cash flow from operations (CFO) of $400 million-$500 million annually in 2021-2023. -- Capital intensity assumed at 3% in 2020-2023; -- Fitch's 2020 revenue and EBITDA forecast for CHS do not include CARES Act or other fiscal stimulus grant funding, but these amounts are included in free cash flow (FCF; CFO less cap ex); -- The forecast assumes no additional fiscal support and that the CARES Act items that require repayment are repaid on the schedule currently outlined by the Centers for Medicare and Medicaid Services (CMS) in 2021 and 2022; -- The forecast assumes no additional hospital divestiture proceeds beyond the amount already received in 2020. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- The operational turn-around plan gains traction in the next 12-18 months, evidenced by stabilization in the operating EBITDA margin and better growth in organic patient volumes; -- An expectation that ongoing CFO generation will be sufficient to fund investment in the remaining hospital markets to support an expectation of improved organic growth; -- An expectation that the company will be able to successfully refinance debt maturities in 2023-2024 without resorting to off market options like debt exchanges. Factors that could, individually or collectively, lead to a negative rating action/downgrade: A downgrade to 'CCC-' or below or a revision of the Outlook to Stable or Negative would reflect an expectation that the company will struggle to refinance upcoming maturities. This would likely be a result of deterioration in revenues and EBITDA, leading Fitch to expect either another distressed debt exchange or a more comprehensive restructuring. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity during Pandemic: CHS has maintained a comfortable liquidity cushion during the pandemic related business disruption. Sources of liquidity include $1.8 billion of cash on hand at Sept. 30, 2020 and $654 million of availability under the $1 billion asset-based lending (ABL) facility, with about $150 million of LOC outstanding. CHS paid down $273 million outstanding on the ABL earlier in 2020; availability is subject to a borrowing base calculation. Liquidity has also been supported by funding received through the CARES Act. CHS received $719 million in grant funding and about $1.2 billion in accelerated Medicare payments earlier in 2020. Other sources of near-term liquidity enhancement include the deferral of 2020 payroll tax payments. Some of these liquidity enhancements are temporary measures that are required to be repaid starting with the Medicare advances beginning in April 2021. Fitch does not expect the unwinding of these temporary government funded liquidity bolsters to strain CHS's financial profile. The company's debt agreements do not include financial maintenance covenants. Debt Issue Notching: Fitch's recovery assumptions result in a recovery rate for CHS's approximately $8.7 billion of first-lien, senior secured debt, which includes the ABL and senior secured notes, within the 'RR1' range to generate a three-notch uplift to the debt issue ratings from the IDR, to 'B'/'RR1'. The $3.1 billion senior secured junior priority notes are notched down by two to reflect estimated recoveries in the 'RR6' range, to 'CC'/'RR6', and the $1.7 billion senior unsecured notes are notched down by three, to 'C'/'RR6' to reflect estimated recoveries in the 'RR6' range and structural subordination of these notes relative to the prior ranking junior priority secured notes. Fitch assumes that CHS would draw $700 million on the ABL prior to a bankruptcy scenario and includes that amount in the claim's waterfall. Fitch estimates an enterprise value (EV) on a going concern basis of $8.8 billion for CHS, after a deduction of 10% for administrative claims. The EV assumption is based on post-reorganization EBITDA after payments to noncontrolling interests of $1.4 billion and a 7.0x multiple. Fitch's post reorganization EBITDA estimate assuming ongoing deterioration in the business is offset by corrective measures taken to arrest the decline in EBITDA after the reorganization. Fitch does not believe that the coronavirus pandemic has changed the longer-term valuation prospects for the hospital industry and CHS's post-reorganization EBITDA and multiple assumptions are unchanged from the last ratings review. The post-reorganization EBITDA estimate is approximately 2.5% lower than Fitch's 2021 forecast EBITDA for CHS. Fitch's post reorganization EBITDA estimate assumes ongoing deterioration in the business, but is offset by corrective measures taken to arrest the decline in EBITDA after the reorganization. The 7.0x multiple employed for CHS reflects a history of acquisition multiples for large acute care hospital companies with similar business profiles as CHS in the range of 7.0x-10.0x since 2006 and the average public trading multiple (EV/EBITDA) of CHS's peer group (HCA, UHS, and THC), which has fluctuated between approximately 6.5x and 9.5x since 2011. CHS has recently sold hospitals in certain markets for a blended multiple that Fitch estimates is higher than the 7.0x assumed in the recovery analysis. However, Fitch believes the higher multiple on recent transactions is due to strong interest by strategic buyers in markets where they have an existing footprint and so is not necessarily indicative of the multiple that the larger CHS entity would command. ESG CONSIDERATIONS CHS has an ESG Relevance Score of '4' for Exposure to Social Impacts due to societal and regulatory pressures to constrain growth in healthcare spending in the U.S. This dynamic has a negative impact on the credit profile, and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. 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. 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. CRED INC: Committee Opposes Dismissal, In Talks to Back Plan ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Cred Inc., et al., is asking the U.S. Bankruptcy Court for the District of Delaware to deny the motions seeking conversion, dismissal, and appointment of a Chapter 11 trustee for the Debtors. The Committee avers that the motions should be denied because all of the concerns raised therein are either (i) addressed by actions taken by the Debtors and the Committee shortly after the Committee's appointment or (ii) irrelevant to the applicable legal standard. First, the Committee demanded that the Debtors immediately remove Daniel Schatt as a director and CEO and Joe Podulko as CFO. Within 24 hours after that request, Mr. Schatt resigned from the board, the Debtors removed Mr. Schatt as CEO, and the Debtors terminated Mr. Podulko. As of today, the only individuals with managerial oversight of the Debtors are independent professionals, including an independent director and a chief restructuring officer. In the short period of time since the Committee's appointment, these professionals have demonstrated their ability to remain independent and fully cooperate with the Committee’s investigations Second, the Committee began negotiations with the Debtors regarding a Plan Support Agreement (the "PSA") that lays the groundwork for plan confirmation. The Committee anticipates that the PSA will be executed and filed in advance of the December 17 hearing. Importantly, the PSA (i) sets forth plan and sale milestones, culminating in plan confirmation occurring no later than March 17, 2021, (ii) establishes a budget for the Debtors and all estate professionals, as well as weekly financial reporting obligations for the Debtors, and (iii) obligates the Debtors to fully cooperate with the Committee in connection with its investigations, including an agreement that the Debtors will consent to derivative standing for specific causes of action that the Committee believes are time sensitive. The Committee represents approximately 6,500 unsecured creditors in the Chapter 11 cases of the Debtors. Based on the Motion, the Committee is comprised of highly sophisticated individuals who have a deep understanding of cryptocurrency and blockchain technology. Hence, the Committee noted that it is best suited to evaluate and investigate the issues and claims in the Chapter 11 cases and not a Chapter 7 or 11 trustee. Moreover, the Committee argued that the dismissal of the Chapter 11 cases is premature and not appropriate as it is not in the best interests of the Debtors, their estates, or creditors and other parties in interest. The Unsecured Creditor is represented by: David R. Hurst, Esq. McDERMOTT WILL & EMERY LLLP 1007 North Orange Street, 4th Floor Wilmington, DE 19801 Telephone: (302) 485-3900 Facsimile: (302) 351-8711 - and - Timothy W. Walsh, Esq. Darren Azman, Esq. McDERMOTT WILL & EMERY LLLP 340 Madison Avenue New York, NY 10173 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 A full-text copy of the objection is available at http://bit.ly/2KuBrfAfrom PacerMonitor.com for free. About CRED Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors 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. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3, 2020. McDermott Will & Emery LLLP is the Committee's counsel. DEAN FOODS: Farmers Get Letters That Demand Money Back in Ch. 11 ---------------------------------------------------------------- B. Thompson of MI Headlines reports that Dean Foods, the largest dairy processor in the United States, filed for bankruptcy in November of 2019. As that case gets resolved in the courts, some Michigan dairy farmers recently received a letter demanding money be returned that was paid to the farmers 90 days prior to the bankruptcy being filed. This letter comes on top of the COVID-19 pandemic that has crippled many brick and mortar stores but also hitting those businesses that are essential to our health. The Michigan Department of Attorney General and the Michigan Department of Agriculture and Rural Development (MDARD) recently learned that Dean Foods sent notices to a handful of Michigan dairy farmers who direct-shipped their milk to a former Dean dairy plant in Michigan's Upper Peninsula. The notices demand the return of money paid to them by Dean Foods in the months leading up to the company filing for bankruptcy in November of 2019. The notice is an attempt to force those dairy farmers who previously direct-shipped milk to Dean Foods to repay a portion of the amount Dean paid the farmers during the 90-day period before Dean filed for bankruptcy. While this action is a common practice under bankruptcy law, not all amounts paid in the normal course of business are subject to such claims. The issue was brought to the attention of Attorney General Dana Nessel last week by state Sen. Ed McBroom, R-Vulcan, who represents a few dairy farmers who direct-shipped milk to a Dean Foods plant in Marquette and may be affected. These farms are not represented by either the Michigan Milk Producers Association or the Dairy Farmers of America co-ops. A dairy inspector from MDARD is personally reaching out to these farmers to provide them with information on how to respond to the Dean notice. "We are disappointed that hard working dairy farmers and their families are put in the position of having to incur costs, either in paying the amount demanded or from obtaining legal counsel to defend themselves – and I want to personally thank Sen. McBroom for bringing this issue to my attention," said Nessel. "Michigan's dairy farmers provided milk in good faith fulfilling their contract with Dean Foods," said Gary McDowell, MDARD director. "It's disheartening that the company is now questioning those payments made to farming families." "These U.P. dairy farms, and many others like them throughout Michigan, have suffered greatly during the coronavirus pandemic," said McBroom. "Now, again, through no fault of their own, they are being punished for simply and responsibly doing their jobs to provide healthy products to consumers. I appreciate the Attorney General and MDARD taking an interest in this unfortunate situation and am hopeful it can be resolved without further harming these small family farms." Dairy farmers with legal questions should consult their private legal counsel. Questions regarding the Dean Foods notice can be directed to Jeff Haarer in the Agriculture Development Division of MDARD at 517-896-2236. In November 2019, the company filed for Chapter 11 bankruptcy citing the decline in consumption of cow's milk and the growth in demand of plant milk. On May 1, 2020, Dean Foods was acquired by Dairy Farmers of America. With the agreement, DFA was able to acquire 44 of Dean’s facilities for the sum of $433 million. The merger put DFA in the position of being both the largest milk supplier and the largest milk processor in the country. About Southern Foods Group Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Dean Foods was estimated to have assets and liabilities of $1 billion to $10 billion as of the bankruptcy filing. Judge David Jones oversees the cases. David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is financial advisor to the Debtors, Evercore Group LLC is investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent. DEWIT DAIRY: Secured Creditor Seeks Chapter 11 Trustee ------------------------------------------------------ Metropolitan Life Insurance Company, by its investment manager, MetLife Investment Management, LLC, asks the U.S. Bankruptcy Court for the District of Idaho to appoint a Chapter 11 Trustee for Dewit Dairy. MetLife Investment is one of the Debtor's secured creditors. Based on the Motion, the Debtor has demonstrated no hope of a reorganization as it allowed its most valuable asset to rapidly deteriorate, ignored health and safety concerns, and expended its few remaining assets to protect insiders. Hence, the appointment of a Chapter 11 trustee would be for the best interest of the creditors. MetLife proposes to appoint Robert Marcus as the Chapter 11 liquidating trustee for the Debtor. Attorney for MetLife: Patrick J. GeileBar FOLEY FREEMAN, PLLC 953 S. Industry Way P.O. Box 10 Meridian, ID 83680 TEL: (208) 888-9111 FAX: (208) 888-5130 E-mail: pgeile@foleyfreeman.com A full-text copy of the Motion is available at https://bit.ly/3r8e2S7 from PacerMonitor.com for free. About Dewit Dairy Dewit Dairy operates a dairy farm in Wendell, Idaho. Dewit Dairy sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 20-40734) on Sept. 18, 2020. At the time of filing, the Debtor was estimated to have $10,000,001 to $50,000,000 in assets and $1,000,001 to $10,000,000 million in liabilities. Matthew Todd Christensen, Esq., at Angstman Johnson, PLLC, serves as the Debtor's legal counsel. DOWNTOWN DENNIS: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The Office of the U.S. Trustee on Dec. 15, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Downtown Dennis Real Estate, LLC. About Downtown Dennis Real Estate Downtown Dennis Real Estate, LLC, a company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on Nov. 17, 2020. At the time of the filing, the Debtor disclosed total assets of $2,910,519 and total liabilities of $1,511,516. Judge Timothy W. Dore oversees the case. The Law Office of Marc S. Stern serves as the Debtor's bankruptcy counsel. EADS LLC: Case Summary & 11 Unsecured Creditors ----------------------------------------------- Debtor: EADS, LLC 5320 8th Street, NW #206 Washington, DC 20011 Business Description: EADS, LLC classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: December 17, 2020 Court: United States Bankruptcy Court District of Columbia Case No.: 2-00480 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Dawn C. Stewart, Esq. THE STEWART LAW FIRM, PLLC 1600 N. Oak Street Suite 1216 Arlington, VA 22209 Tel: 202-276-9264 Fax: 202-521-0616 Email: dstewart@thestewartlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Delores Johnson, manager. A copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BPBUZSQ/EADS_LLC__dcbke-20-00480__0001.0.pdf?mcid=tGE4TAMA EIF CHANNELVIEW: Moody's Completes Review, Retains Ba3 Rating ------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of EIF Channelview Cogeneration, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations EIF Channelview Cogeneration, LLC's (Channelview, Borrower, or Project; Ba3) rating reflects the benefits from partially contracted cash flows via long-term contracts with a creditworthy counterparty balanced against exposure to potential wholesale power price volatility through power sales into the Electric Reliability Council of Texas (ERCOT, Aa3) market on a merchant basis. Channelview provides steam and power under long-term contracts to Equistar Chemicals, LP (Equistar), a subsidiary of LyondellBasell Industries, N.V. (Lyondell: Baa2). The long-term agreements with Equistar are mutually beneficial and enable the plant to operate at a lower effective heat rate, which increases the plant's efficiency and provides a competitive advantage compared to other power generators in the region. Channelview has also entered into heat rate call option hedging arrangements with Morgan Stanley Capital Group that provide for incremental cash flows through May 2021. The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. EOG RESOURCES: Egan-Jones Lowers Senior Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 3, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by EOG Resources Incorporated to BB+ from BBB-. Headquartered in Houston, Texas, EOG Resources, Inc. explores, develops, produces, and markets natural gas and crude oil. EXGEN RENEWABLES IV: Moody's Completes Review, Retains Ba3 Rating ----------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of ExGen Renewables IV, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations ExGen Renewables IV, LLC's Ba3 rating reflects the borrower's broad portfolio of renewable power projects with long term contracts, ownership by Exelon Generation Company, LLC (ExGen: Baa2), use of mostly proven technology and debt structural protections. The borrower's credit profile also reflects its high leverage at almost 9x Adjusted Debt to EBITDA resulting in low consolidated cash flow metrics, structural subordination to operating company debt across most assets, and cash flow concentration at AVSR. The document summarizes Moody's view as of the publication date and will not be updated until the next periodic review announcement, which will incorporate material changes in credit circumstances (if any) during the intervening period. The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. FIC RESTAURANT: Court OKs Friendly's Plan and Sale to Brix ---------------------------------------------------------- Law360 reports that a Delaware bankruptcy judge on Thursday, December 17, 2020, approved the Chapter 11 plan of Friendly's and sale of the 130-site East Coast restaurant chain's assets to an affiliate of Texas-based Brix Holdings LLC for about $2 million. During a virtual hearing, U.S. Bankruptcy Judge Christopher S. Sontchi said "it was obviously really good news" that he was able to approve a going concern sale, given the current economic climate and the coronavirus pandemic's impact on the restaurant industry. The sale will help save jobs and an "iconic" casual dining chain, the judge said. About FIC Restaurants FIC Restaurants, Inc. and its debtor affiliates operate a casual dining restaurant chain in the United States known as Friendly's. The Debtors have approximately 60 corporate restaurants and serve as franchisor on another approximately 86 locations. Visit https://www.friendlysrestaurants.com/ for more information. FIC Restaurants and its four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12807) on November 1, 2020. The petitions were signed by T. Todd Schwendenmann, chief financial officer, treasurer and secretary. At the time of the filing, FIC Restaurants disclosed estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Womble Bond Dickinson (US) LLP as counsel; Duff & Phelps Securities, LLC as mergers and acquisition advisor; Carl Marks Advisory Group LLC as financial consultant and advisor; and Donlin, Recano & Company, Inc. as claims, noticing, solicitation agent and administrative advisor. FIC RESTAURANTS: Unsecureds Unimpaired Under Amici Plan ------------------------------------------------------- FIC Restaurants, Inc., et al., submitted a Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. The Plan represents the Debtors' proposal in these Chapter 11 Cases for the sale of substantially all assets and liquidation of all or substantially all of their remaining assets pursuant to a (i) concurrent private sale process under Section 363 of the Bankruptcy Code, with the closing contingent upon the Effective Date of the Plan; and (ii) a Plan process sponsored by the Plan Sponsor (Sun Ice Cream Finance II, LP, that, in conjunction with the proceeds from the private sale to the Purchaser ("Amici Partners Group, LLC"), will leave all Classes of Claims Unimpaired, other than Secured Claims held by the Secured Lenders, which are non-Debtor affiliated entities (and include the Plan Sponsor), that are waived, released and discharged by express consent as substantial contributions to the Plan. Amici is affiliated with BRIX Holdings, which operates and franchises the Red Mango Yogurt Cafe Smoothie & Juice Bar, Smoothie Factory Juice Bar, RedBrick Pizza Kitchen Cafe, and Souper Salad chains. The key economic terms and mechanics of the Plan are: * All General Unsecured Claims that are Allowed will be Unimpaired under the Bankruptcy Code and paid in full in Cash. * To the extent not assumed and assigned to the Purchaser, all Executory Contracts and Unexpired Leases will be rejected through the Plan or during the course of the Chapter 11 Cases pursuant to section 365 of the Bankruptcy Code. The non-Debtor counterparties to the rejected Executory Contracts and Unexpired Leases will also be Unimpaired as their Allowed Rejection Claims will be paid in full in cash in accordance with the relevant provisions of the Bankruptcy Code. * The Debtors will fund distributions under the Plan from (i) Cash generated by continued operations, and cash collateral in connection with the Cash Collateral Orders; (ii) proceeds from the concurrent private sale of substantially all assets to the Purchaser; (iii) borrowing under the Credit Agreements prior to the Petition Date; and (iv) commitments obtained from the Plan Sponsor to fund additional amounts after the Effective Date pursuant to existing availability under the Senior 2019 Credit Facility (and prior to the waiver, release and discharge of the senior credit facility). * As noted, all Secured Lender Claims under the Credit Agreements will be waived, released and discharged under Class 2A, 2B and 2C after the Effective Date of the Plan as part of the comprehensive settlements and, in addition, substantial contributions made by the other Released Parties under the Plan. This includes, without limitation, the waiver, release and discharge of over $430,000 in deferred rent claims held by indirectly affiliated SIC Property, LLC related to corporate-owned restaurant locations, and a similar waiver and discharge of substantial management fees owed to the Debtors' parent entities. Class 4 General Unsecured Claims owed $3.83 million will recover 100% under the Plan. A full-text copy of the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation dated Dec. 16, 2020, is available at https://www.pacermonitor.com/view/RCY45TQ/FIC_Restaurants_Inc__debke-20-12807__0264.0.pdf Proposed Counsel for the Debtors: Matthew P. Ward Ericka F. Johnson Morgan L. Patterson WOMBLE BOND DICKINSON (US) LLP 1313 North Market Street, Suite 1200 Wilmington, Delaware 19801 Tel: (302) 252-4320 E-mail: matthew.ward@wbd-us.com ericka.johnson@wbd-us.com morgan.patterson@wbd-us.com About FIC Restaurants FIC Restaurants, Inc. is a restaurant company that operates under the iconic brand name "Friendly's Restaurants," which, for more than 80 years have delighted generations of guests by serving signature sandwiches, burgers and ice cream desserts. On the Web: http://www.friendlysrestaurants.com/ FIC Restaurants, Inc., et al., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12807) on Nov. 1, 2020. The Hon. Christopher S. Sontchi is the case judge. Womble Bond Dickinson LLP is serving as Friendly's legal counsel. Duff & Phelps is serving as investment banker, and Carl Marks Advisors as financial advisor. Donlin Recano & Co. is the claims agent, maintaining the site https://www.donlinrecano.com/friendlys FOREVER 21: Court Allows Voting on Vendor Settlement Proposal ------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that bankrupt Forever 21's unpaid vendors will get a chance to decide whether to take a deal that would provide 11 cents on the dollar to satisfy more than $260 million in administrative claims. Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware Wednesday, December 16, 2020, allowed the fast-fashion retailer to seek creditors' approval of the proposed settlement, overruling objections from the Justice Department's bankruptcy watchdog about the voting process. The U.S. Trustee said the disclosures detailing the proposed payout weren't clear enough, and a two-step voting process would confuse creditors. About Forever 21 Founded in 1984 by South Korean husband and wife team Do Won Chang and Jin Sook Chang and headquartered in Los Angeles, Calif., Forever 21, Inc. -- http://www.forever21.com/-- is a fast fashion retailer of women's, men's and kids clothing and accessories and is known for offering the hottest, most current fashion trends at a great value to consumers. Forever 21 delivers a curated assortment of new merchandise brought in daily. Forever 21, Inc. and seven of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept. 29, 2019. According to the petition, Forever 21 has estimated liabilities on a consolidated basis of between $1 billion and $10 billion against assets of the same range. As of the bankruptcy filing, the Debtors operated 534 stores under the Forever 21 brand in the U.S. and 15 stores under beauty and wellness brand, Riley Rose. The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez & Marsal as restructuring advisor; and Lazard as investment banker; and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel. Prime Clerk is the claims agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on Oct. 11, 2019. The committee is represented by Kramer Levin Naftalis & Frankel LLP and Saul Ewing Arnstein & Lehr LLP. Counsel to the administrative agent under the Debtors' prepetition revolving credit facility and the Debtors' DIP ABL financing facility are Morgan, Lewis & Bockius LLP and Richards, Layton & Finger, PA. Counsel to the administrative agent under the Debtors' DIP term loan facility is Schulte Roth & Zabel LLP. * * * In February 2020, the company was purchased by a consortium that includes Authentic Brands Group, Simon Property Group and Brookfield Property Partners for $81.1 million. As part of the deal, ABG and Simon will each own 37.5% of the fast-fashion retailer, while Brookfield controls the remaining 25% of Forever 21's operating and intellectual property businesses. FRANCESCA'S HOLDINGS: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Chapter 11 cases of Francesca's Holdings Corporation and its affiliates. The committee members are: 1. Shantex Group LLC Attn: David Orland, Vice President 530 Seventh Avenue, Suite 708 New York, NY 10018 Phone: (646) 918-6399 Email: David@shantex.us 2. Fantas-eyes Attn: Samuel Terzi, President and Owner 420 Fifth Ave., 27th Floor New York NY 10018 Phone: (212) 997-4433 Email: sam@fantas-eyes.com 3. Simon Property Group Attn: Ronald M. Tucker Vice President, Bankruptcy Counsel 225 W. Washington Street Indianapolis, IN 46204 Phone: (317) 263-2346 Email: rtucker@simon.com 4. Esung New York, LLC Attn: Eric Sung 132 Rockaway Ave Valley Stream, NY, 11580 Phone: (516) 835-8889 Email: eric@esungnewyork.com 5. Brookfield Properties Retail, Inc. Attn: Julie Minnick Bowden National Bankruptcy Director 350 N. Orleans St., Suite 300 Chicago, IL 60654 Phone: (312) 960-2707 Email: Julie.bowden@brookfieldpropertiesretail.com 6. Washington Prime Group, Inc. Attn: Stephen Ifeduba, Vice President Salesforce Tower 111 Monument Circle Indianapolis, IN 46204 Phone (317) 986-8575 Email: stephen.ifeduba@washingtonprime.com 7. Samantha Bailey c/o Paolo C. Meireles, Esq. Shavitz Law Group, P.A. 951 Yamato Rd., Suite 285 Boca Raton, FL, 33431 Phone (561) 447-8888 Email: pmeireles@shavitzlaw.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Francesca's Holdings Corp. Francesca's Holdings Corporation is a specialty retailer that operates a nationwide-chain of boutiques providing a diverse assortment of apparel, jewelry, accessories and gifts. As of Dec. 1, 2020, the Debtor operates 558 boutiques in 45 states and the District of Columbia, and also serves customers through www.francescas.com, the Debtor's e-commerce website, and its recently launched mobile app. For more information, visit www.francescas.com. Francesca's Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13076) on Dec. 3, 2020. Francesca's Holdings had total assets of $264.7 million and total liabilities of $290.5 million as of Nov. 1, 2020. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped O'Melveny & Myers LLP as bankruptcy counsel, Richards, Layton & Finger P.A. as local counsel, FTI Capital Advisors LLC as financial advisor and investment banker, and A&G Realty Partners as real estate advisor. Bankruptcy Management Solutions Inc. is the notice, claims and balloting agent. FREMONT HILLS: DOJ Watchdog Seeks Case Dismissal, Conversion ------------------------------------------------------------ Tracy Hope Davis, the United States Trustee for Region 17, asks the U.S. Bankruptcy Court for the Northern District of California to converts or dismiss the Chapter 11 case of Fremont Hills Development Corp., or in the alternative, appoint a Chapter 11 trustee in the bankruptcy case. According to the U.S. Trustee, "cause" exists to convert or dismiss the Chapter 11 case because the Debtor is a single asset real estate company who failed to provide proof of proper insurance and other important financial information. Based on the Motion, the Debtor is also experiencing a void in management due to the unfortunate and untimely passing of its chief executive officer. Moreover, the U.S. Trustee argued that the Debtor's primary assets, real property, are underwater and it appears that there is no real source of post-petition income to service its debt. Thus, cause exists to convert or dismiss the case. Considering that a management void exists due to the CEO's death on November 21, 2020, and that the Debtor has not provided proof of insurance and has no source of income to provide for its expenses, the U.S. Trustee believes that the appointment of a chapter 11 trustee is likewise appropriate. A full-text copy of the Motion is available at https://bit.ly/3r2V5Ah from PacerMonitor.com for free. About Fremont Hills Development Corp. Fremont Hills Development Corp. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Calif. Case No. 20-51485) on Oct. 9, 2020, listing under $1 million in both assets and liabilities. Judge Stephen L. Johnson oversees the case. Lee Bankruptcy & Restructuring Counsel serves as the Debtor's legal counsel. FRONTIER COMMUNICATIONS: CEO to Step Aside in March --------------------------------------------------- CTPost reports that after leading Frontier Communications into bankruptcy, CEO Bernie Han is leaving the company with a United Kingdom telecommunications veteran to take his place as CEO starting next March 2021. Frontier installed Han as CEO entering December 2019, then filed for chapter 11 bankruptcy protection last April 2020. The Norwalk-based company is currently seeking approval from states to exit bankruptcy, including in Connecticut where Connecticut Attorney General William Tong and union leaders have voiced skepticism over unanswered questions about its operating plan going forward. About Frontier Communications Corp. Frontier Communications Corporation (NASDAQ: FTR) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC as financial advisor; and UBS Securities LLC as investment banker. GGG FOUNDATION: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of GGG Foundation & Trusts, according to court dockets. About GGG Foundation and Trust GGG Foundation and Trust, LLC filed a petition for relief under Chapter 11 of Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03038) on Oct. 14, 2020. Judge Jerry A. Funk oversees the case. Bryan K. Mickler, Esq., at the Law Offices of Mickler & Mickler, LLP, serves as the Debtor's legal counsel. GIRARDI & KEESE: Bankruptcy Imminent After Lion Air Hearing ----------------------------------------------------------- Holly Barker of Bloomberg Law reports that an Illinois federal judge likely won't need to appoint a receiver for the assets of plaintiffs' attorney Thomas Girardi and his law firm Girardi & Keese despite holding them in contempt of court and freezing their assets two days ago, December 15, 2020, for failing to pay out $2 million in Lion Air crash settlement funds to their clients, based on a Wednesday, December 16, 2020, court hearing. Counsel for nonparty California Attorney Lending made a special appearance to notify the U.S. District Court for the Northern District of Illinois judge that involuntary bankruptcy petitions will be filed by unsecured creditors in federal court in California within days. When counsel suggested that the bankruptcy trustee would be best suited to oversee distribution of the firm's and Girardi's assets, Judge Thomas M. Durkin agreed. The unsecured creditors are separately represented but notified California Attorney Lending, which said it has a $6.2 million judgment against Girardi and him firm, of the lender's intention to file the impending suits. Girardi Keese earlier filed a response to Durkin's order to show cause why the firm shouldn't be held in civil contempt. The firm said in its filing, unsealed Tuesday, that four of six plaintiffs are still waiting to receive about $500,000 each of their respective settlements from the plane crash suit, for a total of about $2 million that hasn't been distributed and that it can't presently afford to pay. But at the Wednesday, December 16, 2020, hearing, Alexandra Marie Wisner, new counsel for the Lion Air plaintiffs, said another individual has yet to receive any settlement payments. Durkin said that if that proves true, he'll need to revise Monday’s $2 million judgment to account for the additional unpaid funds. Durkin also clarified during the hearing that GK was prohibited from transferring any of its files about ongoing matters to any other firm, including to California-based Abir Cohen Treyzon Salo LLP law firm. ACTS said during the hearing that it had been in discussions with GK to take over some of the firm's larger matters. But the pending lawsuits are potentially firm assets, Durkin said. Durkin said he won't grant Girardi's attorney’s request for permission to hire a third-party to assist with a "forensic evaluation," unless the fees are paid by someone other than Girardi or his firm. If and when the bankruptcy petitions are filed, pending litigation against Girardi and GK will be stayed automatically. That includes related litigation brought by Edelson PC to track down all the unpaid settlement funds and recover fees for its part as local counsel for the Lion Air plaintiffs. Earlier reporting on the case indicated that Keith Griffin was still with Girardi Keese, but according to the firm’s Tuesday filing, he has departed the firm. Girardi Keese is represented by Monico & Spevack. The case is In re Lion Air Flight JY 610 Crash, N.D. Ill., No. 1:18-cv-07686, (docket) 12/16/20. About Girardi & Keese Girardi and Keese or Girardi & Keese is a Los Angeles-based law firm founded in 1965 by lawyers Thomas Girardi and Robert Keese. It serves clients in California in a variety of legal areas. It is known for representing plaintiffs against major corporations. GOLDEN GUERNSEY: Court Orders Firm to Pay $1.1 Mil. to Past Workers ------------------------------------------------------------------- The Wisconsin Department of Justice reports that attorney General Josh Kaul announced on Dec. 16, 2020 that a Delaware bankruptcy court has approved an agreement that will require Golden Guernsey Dairy, LLC, to pay at least $1.1 million to pay wages and other employment benefits owed to its former employees after abruptly closing down in 2013 and filing for Chapter 11 bankruptcy protection. Golden Guernsey Dairy filed for bankruptcy without paying its employees or providing the advanced closure notice required by state law. "DOJ and DWD worked together to obtain over $1 million in wages owed to former Golden Guernsey Dairy employees. Hard-working Wisconsinites shouldn't have to go without pay for their work because their employer went bankrupt," said Attorney General Josh Kaul. "One of the most important functions of the Department of Workforce Development is administering state laws designed to protect the Wisconsin worker," Department of Workforce Development (DWD) Deputy Secretary Robert Cherry said. "I am proud of the work put in by both DOJ and DWD staff on this, and many other cases." Prior to its sudden closure in 2013, Golden Guernsey Dairy, LLC had employed over 100 people at its 170,000 square foot dairy processing, bottling and distribution facility in Waukesha, Wisconsin. On January 5, 2013, Golden Guernsey shut down operations without providing the required notice under Wisconsin’s business closure law, Wis. Stat. Sec. 109.07. Under that law, employers of at least 50 or more persons in the state must provide at least 60 days advance notice to both its employees and state and local government officials prior to closing. During that 60-day notice period, the employer must also continue to pay all wages and benefits due its employees. An employer that violates this law is liable to each employee for all wages and benefits during the notice period. Wis. Stat. Sec. 109.07(3). Separately, an employer is also liable for any wages it failed to pay its employees at any time prior to the notice period. Wis. Stat. § 109.03. The Department of Workforce Development's Equal Rights Division (ERD) is responsible for accepting complaints and investigating closures of businesses covered under the Wisconsin business closure law. After receiving complaints from employees affected by the Golden Guernsey closure, the ERD investigated the business closure and determined that Golden Guernsey owed its employees $1,567,229.48 for unpaid wages and benefits under both the unpaid wages law and the business closure law. At ERD's request, DOJ filed a lien against the business for wages owed by the employer. After Golden Guernsey filed for Chapter 11 protection, DOJ filed a claim in the bankruptcy case in the amount of unpaid wages and benefits owed to former employees and for failure to provide the required notice in violation of the business closure law. DOJ argued that the claim was entitled to priority status under the bankruptcy code. Under that law, each employee owed wages and benefits is entitled to up to $11,750 as a priority wage claim. 11 U.S.C. 507(b)(4). As a priority claim, the bankrupt debtor company must ordinarily pay these claims ahead of all others. DOJ and the bankruptcy trustee entered into an agreement that provides for a payment of up to $11,750 to each employee, for a total payment of $1,136,220.93. In addition to this payment, DOJ and the trustee agreed that the remaining amounts owed to each employee in excess of the statutory cap would be allowed as non-priority claims, meaning that those employees who are owed more than the $11,750 statutory cap could receive additional funds, subject to availability in the bankruptcy estate. Assistant Attorney General Michael Morris represented the State of Wisconsin in the matter. About Golden Guernsey Waukesha, Wisconsin-based milk processor Golden Guernsey, LLC, filed for Chapter 7 bankruptcy (Bankr. D. Del. Case No. 13-10044) on Jan. 8, 2013, days after closing the facility. OpenGate Capital, LLC, a private investment and acquisition firm, acquired Golden Guernsey in September 2011 from Dean Foods after the United States Department of Justice required Dean Foods to sell the business to resolve antitrust concerns that Dean Foods' share of the school milk supply business was too large. The Chapter 7 petition stated that assets and debt both exceed $10 million. GUITAR CENTER: Nears Exiting Bankruptcy After Court Confirmation ---------------------------------------------------------------- Katherine Doherty of Bloomberg News reports that Guitar Center Inc. is one step closer to exiting bankruptcy after the largest U.S. retailer of music instruments and equipment clinched court confirmation of its Chapter 11 plan. At a virtual hearing Thursday, December U.S. Bankruptcy Judge Kevin Huennekens confirmed Guitar Center's amended bankruptcy plan. The retailer expects to emerge from the Chapter 11 process on the fourth week of December 2020 next week, attorneys for the company said. The chain will cut around $800 million of debt in the restructuring, court records show. Guitar Center filed for bankruptcy in November after the Covid-19 pandemic kept customers at home and consumers cut back on discretionary purchases amid the recession. The chain has around 300 stores across the U.S., and sister brands include Music & Arts, which has more than 200 locations specializing in band and orchestral instruments. During the hearing, Huennekens called the deal "in the best interest of all creditors" and other parties, and added that the creditors would be paid in full. The company pre-negotiated a restructuring support agreement which included new financing from existing creditors, plus $165 million in new equity from owner Ares Management Corp., as well as Carlyle Group and Brigade Capital Management. Guitar Center will use proceeds from bonds it sold in the second week of December 2020 to help fund the plan. Each class of Guitar Center creditors voted in favor of the bankruptcy plan as of Thursday, December 17. 2020, lawyers for the retailer said in court. Landlords submitted certain objections over the proposal's timing, most of which have been resolved or are in the process of being resolved, the attorneys added. Coronavirus shutdowns hit nonessential retailers hard, and Guitar Center was vulnerable because purchases of musical instruments are highly discretionary, according to Moody’s Investors Service. The pandemic has cost tens of millions of Americans their jobs, and many who are still employed have seen their pay cut substantially. Chapter 11 bankruptcy gives businesses the ability to cut debt, negotiate with landlords and continue operations. Guitar Center filed court papers to reject certain leases, including one for a corporate office in Irvine, California, by the end of January. A new Guitar Center board will consist of members from the investment funds including Ares, Carlyle and Brigade, filings show. "I look forward to seeing the debtors flourish, even in this environment," Huennekens said. A copy of the Amended Joint Prepackaged Chapter 11 Plan of Reorganization https://www.pacermonitor.com/view/IS7KRQA/Guitar_Center_Inc__vaebke-20-34656__0282.0.pdf?mcid=tGE4TAMA 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. HARRODS CLUB: 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 Harrods Club LLC. About Harrods Club Harrods Club, LLC, sought Chapter 11 protection (Bankr. E.D. Ky. Case No. 20-51647) on Dec. 7, 2020. The petition was signed by Robert C. Sims, manager. The Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. The case is assigned to Judge Tracey N. Wise. The Debtor tapped Taft A. McKinstry, Esq., at Fowler Bell PLLC, as counsel. HELIX GEN: Moody's Complete Review, Retains Ba3 Rating ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Helix Gen Funding, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology, recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations Helix Gen Funding LLC's (Helix: Ba3 stable) rating is supported by the Ravenswood Generating Station's position as the largest energy asset within New York City Zone J, substantial barriers to entry for new competitors and a strong outlook for capacity pricing that is expected to translate into improved financial performance. The credit profile, however, is limited by the single asset source of cash flow, the age of certain units, high leverage and refinancing risk. The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. HERTZ GLOBAL: Court Okays Donlen Bidding Despite Objections ----------------------------------------------------------- Law360 reports that bankrupt car rental giant Hertz received court approval Wednesday in Delaware for procedures governing the sale of its fleet financing affiliate Donlen Corp. after a judge overruled objections to the bidding timeline and stalking horse protections from bondholders. During a virtual hearing, U.S. Bankruptcy Judge Mary F. Walrath said Hertz had made some changes to its proposal that satisfied concerns raised by the official committee of unsecured creditors in the case, and that the specific circumstances of the case justified other issues raised by an ad hoc group of bondholders that pursued its objection Wednesday, December 16, 2020. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HERTZ GLOBAL: Gets Court Okay to Name Apollo as Lead Donlen Bidder ------------------------------------------------------------------ Steven Church of Bloomberg News reports that bankrupt car renter Hertz Global Holdings Inc. won court approval to name affiliates of Apollo Global Management Inc. as the leading bidder for the company's leasing unit, Donlen Corp. U.S. Bankruptcy Judge Mary Walrath in Wilmington, Delaware, authorized more than $30 million in break-up and expense fees should Apollo be outbid at an auction scheduled for February 2021. Under rules for the auction Walrath approved during the court hearing held by video, Apollo will be the initial bidder with a cash offer that may bring Hertz as much as $900 million, according to court papers. About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz IN-SHAPE HEALTH: Hits Chapter 11 After Mandated Shutdowns --------------------------------------------------------- Stockton, California-based In-Shape Health Clubs has filed for Chapter 11 bankruptcy protection due to revenue lost from COVID-19 closures. "As you know, California's mandated shutdown of gyms due to COVID-19 has kept us closed for the better part of 2020," the Company said. "While thousands of health clubs and gyms have been operating safely across the nation throughout much of the pandemic, California's restrictive COVID-19 policies have severely damaged the state's fitness industry and have dramatically impaired In-Shape's revenue for nearly 10 months. Despite beginning 2020 as a strong, thriving company, this has led us to take steps to restructure so we can focus our resources to ensure our long-term viability. In-Shape has been helping Californians to stay healthy, fit and happy for nearly 40 years, and we’re not going anywhere." In-Shape expects to exit Chapter 11 bankruptcy in spring 2021. In 2019, the Company had generated $170 million of revenue and significant free cash flow. The series of club closures caused by COVID-19 and the government mandates over the 9-month period leading up to the Petition Date, and the resulting loss of revenue, caused a deterioration in the Company's liquidity position. In-Shape said in its release it will restructure with a focused portfolio of about 45 clubs. It has permanently closed about 20 clubs across the state. Because occupancy expense is one of the Company's largest fixed costs, it is imperative that the Company achieves concessions from its landlords both in the near-term as pandemic-related restrictions persist, and over the longer-term as the Company rebuilds its membership base. "With the protections afforded to the Company under chapter 11, the Debtors anticipate restructuring their lease portfolio by rejecting leases on costly and underperforming clubs and by engaging in broad negotiations with landlords for significant rent concessions and relief with respect to all of their leases. The lease restructuring is necessary to reduce the Debtors' rent expenses both during and after the pandemic-related stoppages, which will allow the Debtors to have a financially viable business on a go-forward basis." About In-Shape Health In-Shape is a regional health club operator. Before the outbreak of COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its clubs offer premium amenities and member-focused community club experiences at tiered pricing levels in secondary markets around California. Visit https://www.inshape.com/ for more information. In 2012, Fremont Group purchased 78% of the Company from the Rothbards and their co-investors. Fremont Group remains the majority equity owner of ISHC. In-Shape Holdings, LLC, and two affiliates, including In-Shape Health Clubs, LLC, sought Chapter 11 protection (Bankr. D. Del. Case No. 20-13130) on Dec. 16, 2020. In-Shape Holdings was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein oversees the cases. The Debtors tapped KELLER BENVENUTTI KIM LLP as bankruptcy counsel; TROUTMAN PEPPER HAMILTON SANDERS LLP as local bankruptcy co-counsel; and CHILMARK PARTNERS, LLC as investment banker. B. RILEY FINANCIAL, INC., is the real estate advisor. Stretto is the claims agent. IN-SHAPE HOLDINGS: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: In-Shape Holdings, LLC 6507 Pacific Avenue, #344 Stockton, CA 95207 Business Description: In-Shape is a regional health club operator. Before the outbreak of COVID-19, In- Shape operated 65 clubs with over 470,000 members. Its clubs offer premium amenities and member-focused community club experiences at tiered pricing levels in secondary markets around California. Visit https://www.inshape.com for more information. Chapter 11 Petition Date: December 16, 2020 Court: United States Bankruptcy Court District of Delaware Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- In-Shape Holdings, LLC (Lead Debtor) 20-13130 In-Shape Health Clubs, LLC 20-13131 In-Shape Personal Training, LLC 20-13132 Judge: Hon. Laurie Selber Silverstein Debtors' General Bankruptcy Counsel: Tobias S. Keller, Esq. Jane Kim, Esq. KELLER BENVENUTTI KIM LLP 650 California Street, Suite 1900 San Francisco, California 94108 Tel: (415) 496-6723 Fax: (650) 636-9251 Email: tkeller@kbkllp.com jkim@kbkllp.com Debtors' Local Bankruptcy Co-Counsel: David M. Fournier, Esq. Evelyn J. Meltzer, Esq. Marcy J. McLaughlin Smith, Esq. TROUTMAN PEPPER HAMILTON SANDERS LLP Hercules Plaza, Suite 5100 1313 Market Street Wilmington, Delaware 19801 Tel: (302) 777-6500 Fax: (302) 421-8390 Email: david.fournier@troutman.com evelyn.meltzer@troutman.com marcy.smith@troutman.com Debtors' Financial Advisor & Investment Banker: CHILMARK PARTNERS, LLC Debtors' Real Estate Advisor: B. RILEY FINANCIAL, INC. Debtors' Claims & Noticing Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC. D/B/A STRETTO https://cases.stretto.com/InShape Estimated Assets: $50 million to $100 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Francesca Schuler, chief executive officer. A copy of In-Shape Holdings' petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/W6DRIDI/In-Shape_Holdings_LLC__debke-20-13130__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Aquiline Capital Partners Unsecured Unknown c/o Ropes & Gray LLP Pre-petition Debt 1211 Avenue of the Americas (Deficiency Claim) New York, NY 10036-8704 Attn: Gregg M. Galardi & Leonard Klingbaum & Lindsay C. Lersner P: 212-596-9000 F: 212-596-9090 Gregg.Galardi@ropesgray.com; Leonard.Klingbaum@ropesgray.com; Lindsay.Lersner@ropesgray.com 2. ISHC Properties, LLC Subordinated $9,389,375 6507 Pacific Ave. #344 Note Stockton, CA 95207 Attn: Paul Rothbard prothbard@hotmail.com 3. Realty Income Subordinated $6,156,700 Properties 12, LLC Note 11995 El Camino Real San Diego, CA 92130 Attn: Ross Edwards Tel: 858-284-5000 Email: redwards@realtyincome.com 4. SMS Management Company-65 Landlord Claim $1,127,644 Save Mart Supermarkets c/o SMS Management Company PO Box 5234 Modesto, CA 95352 Attn: Ellea Karres Tel: 209-577-1600 Fax: 209-574-6251 Email: Ellia.Karres@SaveMart.com 5. Spirit Master Funding X, LLC Landlord Claim $874,895 2727 N. Harwood Street Dallas, TX 75201 Attn: Cara Parks Tel: 866-557-7474 Email: ar@spiritrealty.com 6. WLP Regency Park Plaza, LLC Landlord Claim $556,366 1156 North Mountain Avenue Upland, CA 91786 Attn: John Goodman Tel: 909-946-7518 Email: retailinfo@lewismc.com 7. 941 Loft Associates, LLC Landlord Claim $538,394 929 East 2nd Street, Suite 101 Los Angeles, CA 90012 Attn: Norm Solomon Tel: 213-687-9600 Fax: 213-687-3314 Email: norm@metro-resources.com 8. Excel Realty Partners, LP Landlord Claim $524,266 c/o Brixmor Property Group Bakersfield Plaza Lockbox Chicago, IL 60673-1240 Attn: Nancy Doran & Michelle Kaus Tel: 559-580-4152 Email: nancy.doran@brixmor.com 9. WH Mission Plaza, LLC Landlord Claim $473,097 4435 Eastgate Mall, Suite 210 San Diego, CA 92121 Attn: Michelle Nguyen Tel: 858-683-7100 Email: mnguyen@brixtoncapital.com 10. Golden Spectrum Property LLC Landlord Claim $463,070 c/o 1st Commercial Realty Group 2009 Porterfield Way, Suite P Upland, CA 91786 Attn: Sharon Shifflett Tel: 661-295-2050 Email: sshifflett@coreland.com 11. Safeway Landlord Claim $461,692 4834 Collections Center Dr Chicago, IL 60693 Attn: Michele Dodd Tel: 925-467-2263 Fax: 925-467-2900 Email: nasc.re.tenants@safeway.com 12. Rexford Title, Inc. Landlord Claim $460,367 2716 Ocean Park Boulevard Suite 3006 Santa Monica, CA 90405 Attn: Mark Leekley Tel: 310-396-4514 Email: leekley@prodigy.net 13. STORE Capital Corporation Landlord Claim $451,848 1223 Solution Center Chicago, IL 60677 Attn: Daniel J. Zupnick Tel: 480 256 1131 Fax: 480-256-1101 Email: dzupnick@storecapital.com 14. Peter A. and Vernice H. Gasser Landlord Claim $420,575 Foundation & Tulocay Partners, LLC as TIC 433 Soscol Ave, Suite A-120 Napa, CA 94559 Attn: Patrick Gleeson Tel: 707-235-5766 Email: patrickjgleeson@hotmail.com 15. El Dorado Street Partners LP Landlord Claim $417,284 5220 N Ashley Ln Stockton, CA 95215 Attn: Rick Goucher Tel: 209-639-5208 Email: rick.goucher@cbre.com 16. STORE Master Landlord Claim $398,132 Funding IV, LLC 8501 E. Princess Drive, Suite 190 Scottsdale, AZ 85255 Attn: Daniel J. Zupnick Tel: 480 256 1131 Fax: 480-256-1101 Email: dzupnick@storecapital.com 17. Century Plaza Development Landlord Claim $376,261 Corporation 1800 Willow Pass Court Concord, CA 94520 Attn: Robert Garrison Tel: 925-584-4207 Email: bgarrison@spprop.com 18. BOS Properties LLC Landlord Claim $367,566 PO Box 13127 Oakland, CA 94661 Attn: Phyllis Cooper Tel: 510-530-9906 Email: phyllisbos74@gmail.com 19. Bolthouse Land Company, LLC Landlord Claim $352,805 11601 Bolthouse Drive, Suite 200 Bakersfield, CA 93311 Attn: Anthony Leon Leggio Tel: 661-323-4005 Fax: 661-323-4006 Email: aleggio@bolthouseproperties.com 20. Centre Place Walnut Creek, LLC Landlord Claim $349,519 1855 Olympic Boulevard, Suite 300 Walnut Creek, CA 94596 Attn: Nick Zankich Tel: 925-933-4000 Email: nickz@hallequitiesgroup.com 21. Fit Development, LP Landlord Claim $341,957 564 N. Sunrise Ave. Roseville, CA 95661 Attn: Jim Cassady Tel: 916-788-1703 Email: jim@jcc-cpa.com 22. Riverlakes Galleria, LLC Landlord Claim $334,660 5601 Truxtun Avenue, Suite 190 Bakersfield, CA 93309 Attn: Cyrus Mojibi Tel: 661-327-4257 Email: cyrusm@sjr.com 23. Walnut Creek Holdings Inc Landlord Claim $326,977 PO Box 905 Walnut Creek, CA 94522 Attn: Janene Peiker Tel: 925-685-0586 Email: jpeiker@wcholdings.net 24. Excel Trust LP Landlord Claim $314,552 PO Box 101206 Atlanta, GA 30392-1206 Attn: Gaylen A Spencer Tel: 209-474-9900 Email: gspencer@shopcore.com 25. PGI Management (Harden Ranch Landlord Claim $311,469 Plaza TIC-1) 1606 N Main St Salinas, CA 93906 Attn: Arlene Nissen Tel: 831-449-6672 Email: arlene@pgicenters.com 26. Ralph J. Froehlich Landlord Claim $305,505 PO Box 117512 Burlingame, CA 94011 Attn: Monika Froehlich Tel: 650-207 7969 Email: monika.froehlich@sbcglobal.net 27. 2681 Oswell, LLC Landlord Claim $297,935 1620 Mill Rock Way, Suite 900 Bakersfield, CA 93311 Attn: David Gay Tel: 661-665-0800 Email: david@dcegay.com 28. Front Gate Plaza, LLC Landlord Claim $292,111 c/o Primero Property Mgmt 23901 Calabasas Road, Suite 1064 Calabasas, CA 91302 Attn: Scott Sterlekar Tel: 818-591-3800 Email: scott@racenters.com 29. Lopez Real Properties, LLC Landlord Claim $289,450 460 South Second Street San Jose, CA 95113 Attn: Vincent Lopez Tel: 408-281-1121 Email: lpzvncnt@sbcglobal.net 30. Stones of Surry Partnership Landlord Claim $273,128 5250 Claremont Avenue Stockon, CA 95207 Attn: John Godi Tel: 209-478-1791 Email: john.godi@stonebros.com ISIS MEDICAL: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: ISIS Medical, Inc. DBA Alternative Physician Solutions DBA American Cardiac Telemetry 6848 Loop Rd Dayton, OH 45459 Business Description: ISIS Medical, Inc. -- https://apsmonitoring.com - provides a wide range of state-of-the-art cardiac monitoring systems, including Holter monitoring, event monitoring, mobile cardiac telemetry, pacemaker monitoring, ICD remote monitoring and ILR-ICM Monitoring. Chapter 11 Petition Date: December 17, 2020 Court: United States Bankruptcy Court Southern District of Ohio Case No.: 20-32705 Debtor's Counsel: Paul H. Shaneyfelt, Esq. SHANEYFELT & ASSOCIATES, LLC 315 Public Square Suite 204 Troy, OH 45373 Tel: 937-216-7727 Email: paulshaneyfeltlaw@gmail.com Total Assets: $13,900,974 Total Liabilities: $6,034,068 The petition was signed by Colleen Duch, vice-president and sole shareholder. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/JURZJ6Y/ISIS_Medical_Inc__ohsbke-20-32705__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. American Express Trade $185,040 Company PO Box 650448 Dallas, TX 75265 Tel: 800-801-6564 2. Bryn Mawr Funding $87,785 13 Wilkins Avenue Haddonfield, NJ 08033 David Adams Tel: 610-263-4651 Email: dadams@bmtc.com 3. Capital One $48,587 PO Box 6492 Carol Stream, IL 60197 Tel: 877-383-4802 4. Cardiologs $74,536 Technologies Inc. 185 Alewife Brook Parkway Suite 210 Cambridge, MA 02138 Nicolas Godin Tel: +33142613216 Email: contact@cardiologs.com 5. Cloud Computing Concept $317,939 110 E. Atlantic Ave. Suite 420 Delray Beach, FL 33444 Rick Mancinelli Tel: 561-939-4000 Email: rmancinelli@3cloud.com 6. Crestmark Equipment Finance $179,389 5480 Corporate Drive Suite 350 Troy, MI 48098 Jeff Megesi Tel: 248-267-598 Email: jmegesi@crestmark.com 7. Datrix, LLC $27,045 340 State Place Escondido, CA 92029 John Barron Tel: 760-480-8874 Email: jbarron@datrixmed.com 8. Dedicated Funding, LLC $135,963 860 E. 4500 South Suite 312 Salt Lake City, UT 84107 Brett Tel: 801-293-1544 9. DeLage Landen $64,680 Financial Services, Inc. 50 West Broad Street Suite 1330 Columbus, OH43215 Tel: 800-736-0220 10. Duch Properties, LLC $28,553 7843 Deep Woods Court Springboro, OH 45066 James Duch Tel: 937-748-2822 Email: james.duch@outlook.com 11. Equipment Leasing $176,492 Group of America, LLC 211 Waukegan Road Suite 100 Northfield, IL 60093 Jeff Galus Tel: 847-784-0011 Email: jeffgalus@elgalle.com 12. FC Bank $2,208,947 6600 North High St Columbus, OH 43085 Neal Clark Tel: 614-792-4033 Email: neal.clark@fcbank.bank 13. Financial Pacific $31,510 Leasing Inc. 3455 S. 344th Way Suite 300 Federal Way, WA 98001 Customer Service Tel: 800-447-7170 ext370 14. Pawnee Leasing $112,421 3801 Automation Way Suite 207 Fort Collins, CO 80525 Tel: 800-864-4266 15. Ray Stenger $67,544 4471 Turtledove Way Miamisburg, OH 45342 Tel: 937-830-6788 16. RMX Monitoring, LLC $17,583 5000 Atrium Way Mount Laurel, NJ 08054 Brian Pike, Pres. Tel: 856-282-1080 Email: bpike@rhythmedix.com 17. Stearns Bank $63,912 500 13th Street PO Box 750 Albany, MN 56307 Tel: 888-320-2899 18. Targeted Lease Capital $97,223 5500 Main Street Suite 300 Williamsville, NY 14221 Tiffany Martinez Tel: 800-247-1922 x3362 Email: tiffany.martinez@sternsbank.com 19. TZ Medical, Inc. $502,207 17750 SW Upper Boons Ferry Rd. Suite 150 Portland, OR 97224 John Lubisich Tel: 877-904-9837 20. US Bank Equipement Finance $122,812 1310 Madrid Street Marshall, MN 56258 Kim Saccosavage Tel: 612-313-5495 Email: kim.succosavage@usbank.com J.C. PENNEY: To Close More Stores After Emerging from Bankruptcy ---------------------------------------------------------------- Kelly Tyko of USA Today reports that J.C. Penney will close more stores in the spring of 2021 after already closing 150-plus stores since filing for bankruptcy. The retailer, which emerged from bankruptcy this month after being acquired by mall owners Simon Property Group and Brookfield Asset Management, Inc., will close another 15 stores by the end of March 2021, officials confirmed to USA TODAY on December 17, 2020, Thursday. "As part of our store optimization strategy that began in June with our financial restructuring, we have made the decision to close an additional 15 stores," J.C. Penney said in a statement to USA TODAY. "These stores will begin liquidation sales later this month and will close to the public in mid to late March." J.C. Penney will close more stores in the spring after already closing 150-plus stores since filing for bankruptcy. The retailer, which emerged from bankruptcy this month after being acquired by mall owners Simon Property Group and Brookfield Asset Management, Inc., will close another 15 stores by the end of March, officials confirmed to USA TODAY Thursday, December 17, 2020. "As part of our store optimization strategy that began in June with our financial restructuring, we have made the decision to close an additional 15 stores," J.C. Penney said in a statement to USA TODAY. "These stores will begin liquidation sales later this month and will close to the public in mid to late March 2021." The department store chain was one of the the largest retailers to file for bankruptcy protection during the coronavirus pandemic. J.C. Penney filed for Chapter 11 in mid-May 2020 after years of sales declines and two months of disruption from the pandemic. It originally said it planned to close about 29% of its 846 stores or 242 locations in bankruptcy. "While store closure decisions are never easy, our store optimization strategy is intended to better position JCPenney to drive sustainable, profitable growth and included plans to close up to 200 stores in phases throughout 2020," the company said in its statement to USA TODAY. According to a recent report from real estate data tracker CoStar, more than 40 major retailers have declared bankruptcy and more than 11,000 stores have been announced for closure in 2020, which beats past store closings records. Liquidation sales have been handled differently during COVID-19 with fewer shoppers allowed into stores based on state and local regulations. About J.C. Penney Co. Inc. J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. * * * J.C. Penney in November 2020 won approval to sell substantially all of its retail and operating assets ("OpCo") to a group formed by landlords Brookfield Asset Management, Inc. and Simon Property Group and senior lenders through a combination of cash and new term loan debt. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel and BRG Capital Advisors, LLC is serving as financial adviser to Simon and Brookfield. KESTREL ACQUISITION: Moody's Completes Review, Retains B2 Rating ---------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Kestrel Acquisition, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology, recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since 1 January 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations Kestrel Acquisition, LLC's (Kestrel: B2) rating considers weak power market fundamentals driven in part by low natural gas and electric prices and reduced electric demand, which adds to Kestrel's already weak financial performance. Moody's considers Kestrel to be more susceptible to weak power market fundamentals relative to certain other PJM based baseload power projects due in part to the lack of a multi-year hedging strategy causing it to be more exposed to a decline in market fundamentals. The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. LOGAN GENERATING: Moody's Completes Review, Retains Ba1 Rating -------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Logan Generating Company LP and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology, recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. KEY RATING CONSIDERATIONS Logan Generating Company LP's Ba1 rating is supported by fully contracted cash flows supported by a long-term offtake agreement, commercially proven technology and over 20 years of operating history. Logan supplies power to Atlantic City Electric (ACE: Baa1) under a 30-year Power Purchase Agreement that includes both capacity and energy payments for the 200 MWs of electric power sold to ACE. The agreement expires in December 2024, which is after the maturity of the bonds. The Project continues to perform according to operational expectations. The rating also considers the bond amortization structure, which is back-ended as the bonds are interest only through December 2019, at which point they begin to amortize through December 2024. The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. MACERICH COMPANY: Egan-Jones Lowers Sr. Unsecured Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 3, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by The Macerich Company to BB+ from BBB-. Headquartered in Santa Monica, California, The Macerich Company is a fully integrated self-managed and self-administered real estate investment trust. MALLINCKRODT PLC: Stockholders Have Slim Chance to Get Payout ------------------------------------------------------------- Law360 reports that a top officer and an investment banker for bankrupt Mallinckrodt PLC testified Tuesday, December 15, 2020, that stockholders have scant prospect of any recovery in the company's $5.3 billion Chapter 11 case, during a daylong Delaware bankruptcy court argument over calls to empanel an official equity holder committee. Mallinckrodt Chief Transformation Officer Stephen A. Welch said during testimony before U.S. Bankruptcy Judge John T. Dorsey that any extra value found among the global pharmaceutical giant's assets would likely go to other higher-priority creditors rather than wiped-out stockholders. Welch added that recovery pool revisions also could blow up pending litigation settlement agreements. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MEGNA REAL ESTATE: Has Until April 9, 2021 to File Plan ------------------------------------------------------- Judge Deborah J. Saltzman of the U.S. Bankruptcy Court for the Central District of California, San Fernando Valley Division, has ordered that the deadline for Debtor Megna Real Estate Holdings, Inc. to file a plan of reorganization and disclosure statement is extended to April 9, 2021. A full-text copy of the order dated December 8, 2020, is available at https://bit.ly/2JTxZLy from PacerMonitor at no charge. Counsel for Debtor: MARK T. YOUNG (Bar No. 89951) TAYLOR F. WILLIAMS (Bar No. 281331) DONAHOE YOUNG & WILLIAMS LLP 25152 Springfield Court, Suite 345 Valencia, California 91355 Telephone: 661.259.9000 Facsimile: 661.554.7088 E-mail: myoung@dywlaw.com twilliams@dywlaw.com About Megna Real Estate Megna Real Estate Holdings, Inc. is primarily engaged in renting and leasing real estate properties. Its principal assets are located at 3751 Lankershim Blvd., Studio City, Los Angeles, Calif. Megna sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-10010) on Jan. 3, 2020. Megna President Mahmud Ulkarim signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Deborah J. Saltzman oversees the case. Donahoe & Young LLP is Debtor's legal counsel. MOORE TRUCKING: Robert Johns Named Chapter 11 Trustee ----------------------------------------------------- John P. Fitzgerald, III, the Acting United States Trustee, appointed Robert L. Johns as the Ch. 11 Trustee for Moore Trucking Inc. The Acting U.S. Trustee has consulted James M. Pierson, counsel for the Debtor, Andrew Nason, counsel for Douglas Moore, and Zachary Rosencrance, counsel for Randy Walters, regarding the appointment of Robert L. Johns. A full-text copy of the Trustee's Application is available at https://bit.ly/3rb4rKm from PacerMonitor.com for free. About Moore Trucking Inc. Moore Trucking Inc. filed a Chapter 11 bankruptcy petition (Bankr. S.D. W.Va. Case No. 20-20136) on March 31, 2020, disclosing under $1 million in both assets and liabilities. Judge Paul M. Black oversees the case. The Debtor is represented by James M. Pierson, Esq., at Pierson Legal Services. MTPC LLC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Lead Debtor: MTPC, LLC DBA Provision CARES Proton Therapy Nashville DBA Provision CARES Proton Therapy Center, Nashville DBA Scott Hamilton Proton Therapy Center DBA Scott Hamilton Proton Center 4588 Carothers Parkway Franklin, TN 37067 Business Description: The Debtors are non-profit companies, two are operating individually as full- service proton therapy and cancer-treatment centers, and one is being developed as the same. As non-profit companies, the Debtors are devoted to the health and well-being of their regional communities by providing exceptional care to their patients. The Debtors have provided, collectively, more than 100,000 treatments since they opened their doors. Chapter 11 Petition Date: December 15, 2020 Court: United States Bankruptcy Court Middle District of Tennessee Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- MTPC, LLC (Lead Debtor) 20-05438 The Proton Therapy Center, LLC 20-05439 PCPT Hamlin, LLC 20-05440 Judge: Hon. Randal S. Mashburn Debtors' Counsel: David E. Lemke, Esq Tyler N. Layne, Esq. WALLER LANSDEN DORTCH & DAVIS, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 Tel: (615) 244-6380 Fax: (615) 244-6804 Email: David.Lemke@wallerlaw.com Tyler.Layne@wallerlaw.com - and - Marcus A. Helt, Esq. FOLEY & LARDNER LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Tel: (214) 999-4526 Fax: (214) 999-4667 Email: mhelt@foley.com - and - Emily Friend O'Leary, Esq. FOLEY & LARDNER LLP One Independent Drive, Suite 1300 Jacksonville, Florida 32202 Tel: (904) 359-2000 Fax: (904) 359-8700 Email: eoleary@foley.com - and - Jack G. Haake, Esq. FOLEY & LARDNER LLP Washington Harbour 3000 K Street Suite 600 Washington, D.C. 20007 Tel: (202) 295-4085 Fax: (202) 672-5399 Email: jhaake@foley.com Debtors' Restructuring Advisor: TRINITY RIVER ADVISORS, LLC Debtors' Claims Agent: STRETTO https://cases.stretto.com/MTPC/court-docket/ Estimated Assets: $50 million to $100 million Estimated Liabilities: $100 million to $500 million The petitions were signed by Mark Andrews, chief restructuring officer. A copy of MTPC's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NC42Q5Q/MTPC_LLC_and_PCPT_Hamlin_LLC__tnmbke-20-05438__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Raysearch Americas, Inc. Trade Payable $250,000 350 5th Ave Suite 5000 New York, NY 10118 Attn: Peter Thysell, CFO Email: peter.thysell@raysearchlabs.com 2. Gray Television - WVLT/EVLT Trade Payable $77,250 4370 Peachtree Road, NE Atlanta, GA 30319 Attn: Chad Kennedy Tel: 404-266-8333 Email: chad.kennedy@wvlt-tv.com 3. Boston Scientific Corporation Trade Payable $40,550 300 Boston Scientific Way Marborough, MA 01752-1234 Attn: Brian Brennan Email: brennand@bsci.com 4. Scripps Media, Inc. Trade Payable $38,904 312 Walnut St., Suite 2800 Cincinnati, OH 45202 Attn: Carolyn Micheli Tel: 513-977-3000 Email: carolyn.micheli@scripps.com 5. Comcast Holdings Corporation Trade Payable $25,585 Comcast Center, 1701 JFK Boulevard Philadelphia, PA 19103 Attn: Brian Roberts Tel: 215-286-1700 Email: brian_roberts@comcast.com 6. WSMV Trade Payable $19,868 P.O. Box 905024 Charlotte, NC 28290 Attn: Legal Department Email: comments@wsmv.com 7. ASTRO Trade Payable $14,000 251 18th Street South, 8th Floor Arlington, VA 22202 Attn: Legal Department Tel: 703-502-1550 Email: joanne.dicesare@astro.org; membership@astro.org 8. Gilda's Club Middle Tennessee Trade Payable $10,000 1707 Division Street Nashville, TN 37203 Attn: Harriet Schiftan Tel: 615-329-1124 Email: harriet@gildasclubmiddletn.org 9. Angiodynamics, Inc. Trade Payable $6,862 14 Plaza Drive Latham, NY 12110 Attn: Stephen Trowbridge & James Clemmer Email: strowbridge@angiodynamics.com; jclemmer@angiodynamics.com 10. James A. Oliver Trade Payable $5,000 Draft Agency 1060 World's Fair Park Dr Unit 5 Knoxville, TN 37916 Attn: Legal Department Tel: 865-216-3208 Email: info@thinkdraft.com 11. Naslund Medical Inc. Trade Payable $4,225 150 North Michigan Avenue Suite 1950 Chicago, IL 60601 Attn: Camilla Mattebo Tel: 312-212-3470 Fax: 312-277-6688 Email: camilla@goldanchormarker.com 12. Lifestyle Publications, LLC Trade Payable $3,990 514 W 26th Ste Suite 1S Kansas City, MO 64108 Attn: Steven Schowengerdt & Deland Shore Email: steven@lifestylepubs.com 13. Corporate Contracting, LLC Trade Payable $3,250 2605 Fessey Park Road, Suite A Nashville, TN 37202 Attn: Legal Department Tel: 615-730-8184 Fax: 615-730-8332 Email: jt@corpcontracting.com 14. Henry Schein Trade Payable $3,110 135 Duryea Road Melville, NY 11747 Attn: Legal Department Tel: 800-472-4346 Email: svassa@henryschein.com; info@henryschein.com 15. Landscape Services, Inc. Trade Payable $2,750 204 River Hills Drive Nashville, TN 37210 Attn: Doug Stacey Tel: 615-391-3434 Fax: 615-391-0922 Dougstacey@lsipros.netEmail: 16. QIFX Trade Payable $2,474 440 Church Road Avondale, PA 19311 Attn: Dan Coppens Tel: 610-268-0585 Fax: 610-268-0588 Email: dan.coppens@qfix.com 17. Colonial Penn Life Trade Payable $2,287 11825 N Pennsylvania Street Carmel, IN 46032 Attn: CNO Financial Corporate - IR Email: ir@CNOinc.com 18. U.T.M.D. Anderson Cancer Trade Payable $2,000 Center 1515 Holcombe Blvd Houston, TX 77030 Attn: Legal Deparment Tel: 713-745-8999 Fax: 713-745-8999 19. Healthspring MC HMO Trade Payable $1,771 900 Cottage Grove Road Bloomfield, CT 06002 Attn: Eric Palmer Email: epalmer@cigna.com 20. Medtec, Inc. Trade Payable $1,675 1401 8th Street SE Orange City, IA 54041 Attn: Brad Hummel Tel: 319-248-6757 Fax: 319-248-6660 Email: bhummel@tractuscorp.com MTPC LLC: Proton Therapy Center Enters Chapter 11 Bankruptcy ------------------------------------------------------------ Amanda Albright and Martin Z. Braun of Bloomberg News report that proton therapy cancer treatment company, Proton Therapy Center LLC, based in Tennessee filed for Chapter 11 bankruptcy protection on Tuesday, December 15, 2020, affecting about $358 million of municipal bond debt. The Proton Therapy Center LLC, doing business as Provision CARES Proton Therapy Knoxville, filed for bankruptcy in U.S. Bankruptcy Court for the Middle District of Tennessee. It requested joint administration of its case with other Provision CARES proton therapy center operators, PCPT Hamlin LLC and MTPC LLC. The companies have tapped the muni market several times to build cancer treatment centers in Tennessee and Florida. About Proton Therapy Center The Proton Therapy Center, LLC (PCPTK) is a Tennessee limited liability company that was organized in 2010. PCPTK is located in an 88,000 square-foot building on the campus of the Provision Case CARES Cancer Center at Dowell Springs, in Knoxville, Tennessee, a comprehensive healthcare campus focusing on cancer treatment, patient care, research, and education. PCPTK is a freestanding center with three active treatment rooms including one fixed beam and two gantries. MTPC LLC is a proton-therapy cancer-treatment center that serves a multi-state area of the Southeastern United States and began operations in 2018. MTPC is located in a 43,500 square-foot building adjacent to the campus of the Williamson Medical Center, in Franklin, Tennesssee. MTPC is a freestanding center with three active treatment rooms including one fixed beam and two gantries. PCPT Hamlin is a Florida limited liability company that was organized in 2018. PCPT Hamlin will include an approximately 36,700 square foot building in the 900-acre Hamlin planned development in the "Town Center" of the 23,000 acre "Horizon West" planning area of West Orange County. MTPC, LLC and affiliates The Proton Therapy Center, LLC, and PCPT Hamlin, LLC, sought Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 20-05438 to 20-05440) on Dec. 15, 2020. As of Aug. 31, 2020, MTPC's unaudited financial statements reflected total assets of approximately $105,600,000 and total liabilities of approximately $131,200,000, PCPTK's unaudited financial statements reflected total assets of approximately $93,400,000 and total liabilities of approximately $130,200,000, and PCPT Hamlin's unaudited financial statements reflected total assets of approximately $139,200,000 and total liabilities of approximately $138,500,000. The Hon. Randal S. Mashburn is the case judge. The Debtors tapped WALLER LANSDEN DORTCH & DAVIS, LLP, and FOLEY & LARDNER LLP as bankruptcy counsel; and TRINITY RIVER ADVISORS, LLC as restructuring advisor. STRETTO is the claims agent. MTPC LLC: Says Ombudsman Appointment Is Not Necessary ----------------------------------------------------- MTPC, LLC, et al., ask the U.S. Bankruptcy Court for the Middle District of Tennessee for an order showing that the appointment of a patient care ombudsman is unnecessary. Based on the Motion, the Chapter 11 cases has nothing to do with patient care, but rather financial strains on the Debtors. As cited in the Motion, the state and federal licensing agencies overseeing the Debtors have not found concerns with patient care. The Debtors likewise argued that there are numerous safeguards in place to ensure appropriate care, including, without limitation, the licensed professionals who care for the patients on a daily basis and the recent audit that found no concerns with patient care. The Debtors also noted that patient records are not in jeopardy because they will continue to be maintained and comply with all patient confidentiality requirements. A full-text copy of the Motion is available for free at https://bit.ly/2K8vGVc from PacerMonitor.com for free. About MTPC LLC The Proton Therapy Center, LLC (PCPTK) is a Tennessee limited liability company that was organized in 2010. PCPTK is located in an 88,000 square-foot building on the campus of the Provision Case CARES Cancer Center at Dowell Springs, in Knoxville, Tennessee, a comprehensive healthcare campus focusing on cancer treatment, patient care, research, and education. PCPTK is a freestanding center with three active treatment rooms including one fixed beam and two gantries. MTPC LLC is a proton-therapy cancer-treatment center that serves a multi-state area of the Southeastern United States and began operations in 2018. MTPC is located in a 43,500 square-foot building adjacent to the campus of the Williamson Medical Center, in Franklin, Tennessee. MTPC is a freestanding center with three active treatment rooms including one fixed beam and two gantries. PCPT Hamlin is a Florida limited liability company that was organized in 2018. PCPT Hamlin will include an approximately 36,700 square foot building in the 900-acre Hamlin planned development in the "Town Center" of the 23,000 acre "Horizon West" planning area of West Orange County. MTPC, LLC and affiliates The Proton Therapy Center, LLC, and PCPT Hamlin, LLC, sought Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 20-05438 to 20-05440) on Dec. 15, 2020. As of Aug. 31, 2020, MTPC's unaudited financial statements reflected total assets of approximately $105,600,000 and total liabilities of approximately $131,200,000, PCPTK's unaudited financial statements reflected total assets of approximately $93,400,000 and total liabilities of approximately $130,200,000, and PCPT Hamlin's unaudited financial statements reflected total assets of approximately $139,200,000 and total liabilities of approximately $138,500,000. The Hon. Randal S. Mashburn is the case judge. The Debtors tapped WALLER LANSDEN DORTCH & DAVIS, LLP, and FOLEY & LARDNER LLP as bankruptcy counsel; and TRINITY RIVER ADVISORS, LLC as restructuring advisor. STRETTO is the claims agent. MUSEUM OF AMERICAN JEWISH: Appeals Property Valuation Ruling ------------------------------------------------------------ Leslie A. Pappas of Bloomberg Law reports that the Museum of American Jewish History is appealing a bankruptcy court ruling that valued its real property at $66 million, more than six times the museum's estimate. The Philadelphia-based museum, which owed more than $30 million when it filed for bankruptcy in March 2020, appealed Tuesday, December 15, 2020, after being forced to withdraw its Chapter 11 reorganization plan as a result of the court's order. The museum's plan payouts were based on its estimate that the property's value didn't exceed $10.5 million. Bondholders objected, arguing that the museum bought the land for $9.5 million in 2006 and spent $83 million in construction. About Museum of American Jewish History d/b/a National Museum of American Jewish History The Museum of American Jewish History -- https://www.nmajh.org/ -- is a Pennsylvania non-profit organization which operates the National Museum of American Jewish History, the only museum in the nation dedicated exclusively to exploring and interpreting the American Jewish experience. The museum presents educational and public programs that preserve, explore and celebrate the history of Jews in America. The museum was established in 1976 and is housed in Philadelphia's Independence Mall. On March 1, 2020, Museum of American Jewish History sought Chapter 11 protection (Bankr. E.D. Pa. Case No. 20-11285). The Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Magdeline D. Coleman oversees the case. The Debtor tapped Dilworth Paxson, LLP, as its legal counsel and Donlin, Recano & Company, Inc., as its claims agent. NATIONAL FUEL: Egan-Jones Cuts Senior Unsecured Ratings to BB+ -------------------------------------------------------------- Egan-Jones Ratings Company, on December 1, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by National Fuel Gas Company to BB+ from BBB-. Headquartered in Williamsville, New York, National Fuel Gas Company is an integrated natural gas company with operations in all segments of the natural gas industry, including utility, pipeline and storage, exploration and production, and marketing operations. NEIMAN MARCUS: CEO May End Pricey Perks of Top Execs ---------------------------------------------------- Lisa Fickenscher of New York Post reports that Neiman Marcus may ax a controversial health insurance plan for its chief executive and his top officers -- just days after the lavish perk was exposed in an exclusive report by The Post. Chief Executive Geoffroy van Raemdonck -- who stands to reap as much as $10 million in bonuses this 2020, despite the fact that he has imposed layoffs and stiff pay cuts before and during the company's Chapter 11 filing this summer of 2020-- meanwhile failed to chop a medical benefit for himself and a small circle of higher-ups that was described by experts as a "Cadillac" plan, The Post reported on Sunday. The plan only benefits van Raemdonck and about nine other employees, but nevertheless has an annual budget of $1 million, according to sources close to the company. The swanky retailer had declined to comment to The Post on Sunday, December 13, 2020, but in a written statement to the Dallas Morning News on Tuesday, van Raemdonck signaled that the pricey perk's days may be numbered. "In the course of normal business, as in most companies, management reserves the right to modify or eliminate any of these plans," van Raemdonck wrote. Confirming The Post's report, van Raemdonck said the benefit was not new and suggested that it was approved by a bankruptcy judge. Bankruptcy, van Raemdonck wrote, "is a very transparent process, and all plans were open to objections before being approved by the court." Neiman Marcus spokesman John Walls confirmed van Raemdonck's comments on Tuesday, but said the company "made the decision to not provide additional statements at this time." It's the latest dust-up for van Raemdonck, who lately has drawn employees' ire with his lavish compensation while the rank-and-file weather austerity measures. After Neiman filed for bankruptcy in May, it furloughed most of its 14,000 employees due to the pandemic. While retirement plans have been gutted, veteran sales associates were laid off and replaced by part-timers -- a first for the company. Van Raemdonck, meanwhile, drew barbs for showing off his Dallas mansion, filled with rare antiques and artwork, in an 11-page spread in the September 2020 issue of a luxury magazine. Neiman's $1 million, supplemental heath-care package reimburses company executives for any out-of-pocket expenses like deductibles and co-pays that are not covered by the company's health insurance plan, sources told The Post. A Neiman Marcus employee filed an anonymous complaint internally in October 2020 -- a copy of which was obtained by The Post — suggesting that the perk was a conflict of interest for van Raemdonck and others who benefit from it and whose decision it was to keep it. "Geoffroy pays no deductible, no co-pay for any expenses for him or his family. He does not pay anything extra for this benefit. He also selects who receives this," said the employee, who complained anonymously via the EthicsPoint platform. "He should have eliminated this benefit to save money. He was Chairman and CEO and put himself first," the employee wrote. Neiman Marcus responded to the employee via EthicsPoint, explaining that it was not a conflict of interest "even though authority to keep or terminate this benefit plan resides with certain senior management who are also beneficiaries under such benefit plan." About Neiman Marcus Group Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is a luxury omni-channel retailer conducting store and online operations principally under the Neiman Marcus, Bergdorf Goodman, and Last Call brand names. It also operates the Horchow e-commerce website offering luxury home furnishings and accessories. Since opening in 1907 with just one store in Dallas, Neiman Marcus and its affiliates have strategically grown to 67 stores across the United States. Weeks after being forced to temporarily shutter stores due to the coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on May 7, 2020, after reaching an agreement with a significant majority of our creditors to undergo a financial restructuring that will substantially reduce the Company's debt load, and provide access to considerable financing to ensure business continuity. Kirkland & Ellis LLP is serving as legal counsel to the Company, Lazard Ltd. is serving as the Company's investment banker, and Berkeley Research Group is serving as the Company's financial advisor. Stretto is the claims agent, maintaining the page https://cases.stretto.com/NMG Judge David R. Jones oversees the cases. The Extended Term Loan Lenders are represented by Wachtell, Lipton, Rosen & Katz as legal counsel, and Ducera Partners LLC as investment banker. The Noteholders are represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel and Houlihan Lokey as investment banker. NEW CAFE: Jan. 19 Hearing on Amended Plan Set --------------------------------------------- Judge Nancy Hershey Lord has entered an order that the Second Amended Disclosure Statement filed by New Cafe Minutka, Inc., on Dec. 8, 2020 is conditionally approved. Jan. 13, 2021 is fixed as the last day for filing a certification of balloting pursuant to E.D.N.Y. LBR 3018-1 and an affidavit in support of confirmation of the Amended Plan. All ballots voting in favor of or against the Amended Plan are to be submitted so as to be actually received by counsel for the Debtor on or before Jan. 12, 2021. A telephonic hearing shall be held on Jan. 19, 2021 at 3:00 p.m. to consider final approval of the Second Amended Disclosure Statement and confirmation of the Amended Plan. Jan. 12, 2021 is fixed as the last day for filing and serving written objections to the final approval of the Second Amended Disclosure Statement or confirmation of the Amended Plan. A full-text copy of the Second Amended Disclosure Statement dated December 9, 2020, is available at https://bit.ly/3oSvE2t from PacerMonitor.com at no charge. A full-text copy of the Order dated December 9, 2020, is available at https://bit.ly/3mewNzi from PacerMonitor.com at no charge. Attorney for the Debtor: ALLA KACHAN, ESQ. 3099 Coney Island Ave, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About New Cafe Minutka New Cafe Minutka, Inc., is a New York corporation with business address 505-506 Brighton Beach Avenue, Brooklyn, NY 141235. The stock is 100% owned by Olga Petinckaya. New Cafe Minutka sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42357) on April 19, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Nancy Hershey Lord. The Law Offices of Alla Kachan, P.C., is the Debtor's legal counsel. NEW CAFE: Olga Pletnitskaya to Contribute $56K to Fund Plan ----------------------------------------------------------- New Cafe Minutka, Inc., d/b/a Home Made Cooking Cafe, filed the Second Amended Disclosure Statement for Plan of Reorganization on December 8, 2020. The Plan will be financed from contributions from the personal funds of the principal, from ongoing business income, funds accumulated in the Debtor account, and funds contributed by A&J Investment Group, in accordance with the terms of the investment agreement, presented for approval to the Court, with payments commencing on the effective date of the Plan. Equity interest holder shall retain her interest in the Debtor following Confirmation, in consideration of a new value contribution, being made by her as the equity holder toward the payment of general unsecured creditor claims. Olga Pletnitskaya will be contributing a total amount of approximately $56,000 over the term of the plan, in monthly payments, to supplement monthly plan distributions, as needed. The Debtor has sought authorization of the Court to approve an investment agreement, wherein in consideration of an investment of $25,000 an investor, A&J Investment Group, will acquire an option to purchase 10% of the outstanding shares of the Debtor, pursuant to terms to be negotiated, at a future time. The investment funds were paid in part as follows: 03/02-$5,000, 03/12-$3,000, 03/18-$6,555. A final installment of the investment is to be paid on or before December 31, 2020, in the amount of $10,445. In the event that the purchase of shares takes place, Olga Pletnitskaya shall nevertheless remain the managing partner and the majority shareholder of the Debtor. A full-text copy of the Second Amended Disclosure Statement dated Dec. 8, 2020, is available at https://bit.ly/37UPRO2 from PacerMonitor.com at no charge. The Debtor is represented by: ALLA KACHAN, ESQ. 3099 Coney Island Ave, 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-315 E-mail: alla@kachanlaw.com About New Cafe Minutka New Cafe Minutka, Inc., is a New York corporation with business address 505-506 Brighton Beach Avenue, Brooklyn, NY 141235. The stock is 100% owned by Olga Petinckaya. New Cafe Minutka sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42357) on April 19, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $100,000 and liabilities of less than $50,000. The case is assigned to Judge Nancy Hershey Lord. The Law Offices of Alla Kachan, P.C., is the Debtor's legal counsel. NORTHWEST HARDWOODS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The Office of the U.S. Trustee on Dec. 14, 2020, disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Northwest Hardwoods, Inc. and its affiliates. About Northwest Hardwoods Headquartered in Tacoma, Wash., Northwest Hardwoods, Inc. is the largest United States manufacturer of North American hardwood lumber based on sawmill capacity, with a current estimated annual hardwood lumber capacity of approximately 320 million board feet. Its North America operations include 20 facilities that produce over 20 species of domestic hardwoods. Northwest Hardwoods serves more than 2,000 active customers across over 60 countries. Northwest Hardwoods and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23, 2020. The Debtors were estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-bankruptcy counsel; and Huron Consulting Services LLC as financial advisor. Prime Clerk is the claims agent. The secured noteholders are represented by Willkie Farr & Gallagher LLP as legal counsel and Guggenheim Securities, LLC, as financial advisor. NUTRIBAND INC: Post $42.6K Net Loss in Third Quarter ---------------------------------------------------- Nutriband Inc. filed with the Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $42,569 on $391,797 of revenue for the three months ended Oct. 31, 2020, compared to a net loss of $753,274 on $82,567 of revenue compared to a net loss of $753,274 on $82,567 of revenue for the three months ended Oct. 31, 2019. For the nine months ended Oct. 31, 2020, the Company reported a net loss of $680,632 on $595,611 of revenue compared to a net loss of $1.78 million on $351,070 of revenue for the nine months ended Oct. 31, 2019. As of Oct. 31, 2020, the Company had $10.08 million in total assets, $2.82 million in total liabilities, and $7.25 million in total stockholders' equity. Subsequent to Jan. 31, 2020, because of the lack of available cash and the decline in business resulting in part from the effects of the COVID-19 pandemic, the Company has temporarily closed its operations, and does not expect it will be able to commence operations until it receives substantial funding. Successful business operations and its transition to attaining profitability are dependent upon obtaining significant additional financing, generating revenue primarily from its professional services to cover its overhead, developing its products, and obtaining FDA approval to market any product it develops and implementing a marketing program for such products. The Company said these factors raise substantial doubt about ability of the Company to continue as a going concern for a period of at least one year from the date of these financial statements. Without such financing, the Company may not be able to continue in business. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1676047/000121390020042751/f10q1020_nutribandinc.htm About Nutriband Inc. Nutriband Inc. -- http://www.nutriband.com/-- is primarily engaged in the development of a portfolio of transdermal pharmaceutical products. Its lead product under development is its abuse deterrent fentanyl transdermal system which the Company is developing to provide clinicians and patients with an extended-release transdermal fentanyl product for use in managing chronic pain requiring around the clock opioid therapy combined with properties designed to help combat the opioid crisis by deterring the abuse and misuse of fentanyl patches. Nutriband recorded a net loss of $2.72 million for the year ended Jan. 31, 2020, compared to a net loss of $3.33 million for the year ended Jan. 31, 2019. As of Jan. 31, 2020, the Company had $2.19 million in total assets, $2.02 million in total current liabilities, and $175,433 in total stockholders' equity. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 13, 2020 citing that the Company has suffered recurring losses from operations and has limited revenues. These factors raise substantial doubt about the Company's ability to continue as a going concern. PANOCHE ENERGY: Moody's Completes Review, Retains B1 Rating ----------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Panoche Energy Center, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations Panoche Energy Center, LLC's B1 rating reflects the emergence of Pacific Gas & Electric Company and its parent, PG&E Corporation (Corporate Family Rating: Ba2) from bankruptcy earlier this year, which incorporates PG&E assuming its power purchase agreements obligations, including Panoche's PPA. Throughout the PG&E bankruptcy, the utility remained current on obligations owed to power generators including Panoche. In October, the project's debt service reserve letter of credit was reinstated and the debt service reserve loan from the L/C which was drawn in July of 2019 was repaid in full, which is a credit positive. Panoche's liquidity and free cash flow generation continue to be impacted by the project's need to satisfy liabilities associated with carbon emission purchases each year. To date, Panoche has been able to manage its liquidity to meet this ongoing obligation, however annual debt service coverage ratios and free cash flow generation have declined. Moreover, since the project does not control its own dispatch, it has limited ability to control its operational exposure to this ongoing risk leaving it exposed to both carbon emission volume and price risk. Panoche's credit quality also considers the project's position and intrinsic value from a capacity standpoint as a peaking unit in a high load pocket. The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. PAUL F. ROST: McKeesport City, District Say Plan Not Feasible ------------------------------------------------------------- McKeesport Area School District and the City of McKeesport object to the Disclosure Statement and Plan of Reorganization of Debtor Paul F. Rost Electric, Inc. McKeesport asserts that: * The Debtor's plan fails to provide creditors with any payment for over 12 months into the plan. As Debtor has no equity in the properties, adequate protection payments are required to be made to the creditors in accordance with Section 362 of the Bankruptcy Code. * The Debtor has failed to provide any evidence supporting the funding of the plan. The Debtor has also failed to secure estimates to substantiate the cost needed for any proposed renovations. * The Debtor has failed to act in good faith. Debtor has filed multiple Motions to Extend Time but failed to secure any of the necessary items to propose a feasible plan. * At the Debtor's request, McKeesport Area School District and the City of McKeesport visited the properties, secured an appraiser and made a good faith effort to resolve the valuation and adequate protection issues but received no response whatsoever from Debtor. The continued delays by the Debtor without any attempt to cure its shortcomings is clear bad faith to the detriment of the creditors. * McKeesport Area School District and the City of McKeesport object to the valuation of the property after securing their own independent appraiser. They further object to the percentage of repayment proposed for any alleged unsecured tax under the Plan. A full-text copy of McKeesport Area School District and the City of McKeesport's objection dated December 10, 2020, is available at https://bit.ly/3micEJ2 from PacerMonitor at no charge. Attorney for McKeesport Area School District and the City of McKeesport: Amanda L. Mulheren, Esquire Kratzenberg, Lazzaro, Lawson & Vincent 546 Wendel Road Irwin PA 15642 Tel: (724) 978-0333 E-mail: service@kl-law.com About Paul F. Rost Electric Paul F. Rost Electric, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Pa. Case No. 20-20344) on Jan. 30, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Jeffery A. Deller oversees the case. Dennis J. Spyra & Associates is the Debtor's legal counsel. PROJECT ANGEL: Moody's Retains B3 CFR Amid $100MM Term Loan Add-on ------------------------------------------------------------------ Moody's Investors Service said software provider Project Angel Holdings, LLC's d/b/a MeridianLink, Inc. announced $100 million add-on to its existing first lien term loan to partially fund the purchase of Teledata Communication, Inc. and TazWorks, LLC in an essentially debt leverage neutral transaction doesn't materially impact the issuer's credit quality. In addition to the proceeds of the debt financing, Project Angel will use much of its cash on hand to facilitate the purchase, somewhat negatively impacting the company's near term financial wherewithal, but Moody's believes the software provider's solid free cash flow generation prospects will continue to support its good overall liquidity. Project Angel's B3 corporate family rating, B3-PD probability of default rating, and stable outlook are not affected at this time. The B2 ratings on the company's first lien bank debt, which benefit from priority in the collateral and senior ranking in the capital structure relative to Project Angel's second lien debt, also remain unchanged. Strategically, the addition of TCI, a SaaS provider of loan origination and account opening solutions for financial institutions, and TazWorks, a provider of software and related products for the background screening industry, augments Project Angel's scale and expands the breadth of its product suite. Despite a degree of credit risk associated with the integration of these acquisitions, the company overall remains strongly positioned in the B3 rating category with pro forma debt/EBITDA of just above 6x and free cash flow for the coming year expected at just over 5% of debt. The rating could be upgraded if Project Angel continues to profitably expand its scale while adhering to a conservative financial strategy, resulting in debt to EBITDA sustained below 6.5x. Project Angel, owned by Thoma Bravo, LLC, is a leading provider of SaaS-based software solutions to financial institutions to support loan and deposit account origination and related workflow applications. PROQUEST LLC: Moody's Retains B2 CFR Amid Incremental $150MM Loan ----------------------------------------------------------------- Moody's Investors Service says ProQuest LLC's issuance of an incremental $150 million first lien term loan is credit negative because it increases the company's financial leverage. ProQuest's ratings, including its B2 Corporate Family Rating and stable outlook, are unaffected. Proceeds from the incremental first lien term loan due 2026 will be used to fund a $150 million dividend distribution to shareholders. Pro forma for the transaction, Moody's estimates that leverage will increase by about 0.5x to around 5.1x for the LTM period ending September 30, 2020, nearly a full turn below Moody's potential downgrade threshold of 6x leverage. While potential for future debt-funded shareholder distributions are a risk, these factors are offset by ProQuest's consistent free cash flow, recurring revenue streams, and wide array of products and services. Moody's also expects the company to maintain good liquidity over the next 12 months, supported by its cash balance of about $57 million as of November 30, 2020 (pro forma for the dividend distribution), a fully available $150 million revolver, low capital expenditure requirements, and Moody's expectation for good free cash flow generation of at least $90 million. Headquartered in Ann Arbor, Michigan, ProQuest LLC aggregates, creates, and distributes academic and news content serving academic, corporate and public libraries worldwide. The company's ownership consists of Cambridge Information Group, Inc. (majority shareholder), Atairos and Goldman Sachs. LTM revenue as of Q3 2020 was $840 million. PURE BIOSCIENCE: Posts $180K Net Loss in First Quarter ------------------------------------------------------ PURE Bioscience, Inc., filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $180,000 on $1.59 million of total revenue for the three months ended Oct. 31, 2020, compared to a net loss of $1.12 million on $398,000 of total revenue for the three months ended Oct. 31, 2019. As of Oct. 31, 2020, the Company had $5.77 million in total assets, $906,000 in total current liabilities, and $4.86 million in total stockholders' equity. Tom Y. Lee, chief executive officer, said that, "While our fiscal Q1 results showed increased year-over-year sales growth, we did see a decrease compared to fiscal Q4 of last year. The order restocking process slowed in fiscal Q1 vs Q4 of last year due to the volume of sales recognized toward the end of fiscal Q4. "We continue to view the commercialization of SmartWash and the progress being made by our PURE Hard Surface partners and distributors as great near-term revenue opportunities. Additionally, I'm pleased to announce another nationally-recognized quick-service restaurant has adopted our SDC technology to help mitigate food safety risks," concluded Lee. Liquidity The Company has a history of recurring losses, and as of Oct. 31, 2020 it has incurred a cumulative net loss of $123,654,000. The Company used $373,000 in operating and investing activities resulting in a cash balance of $3,466,000. Based on current projections, the Company believes its available cash on-hand, its current efforts to market and sell its products, and its ability to significantly reduce expenses, will provide sufficient cash resources to satisfy its operational needs, for at least one year from the date these financial statements are issued. The Company said, "Our future capital requirements depend on numerous forward-looking factors. These factors may include, but are not limited to, the following: the acceptance of, and demand for, our products; our success and the success of our partners in selling our products; our success and the success of our partners in obtaining regulatory approvals to sell our products; the costs of further developing our existing products and technologies; the extent to which we invest in new product and technology development; and the costs associated with the continued operation, and any future growth, of our business. The outcome of these and other forward-looking factors will substantially affect our liquidity and capital resources. "Until we can continually generate positive cash flow from operations, we will need to continue to fund our operations with the proceeds of offerings of our equity and debt securities. However, we cannot assure you that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to us or to our stockholders. If we raise additional funds from the issuance of equity securities, substantial dilution to our existing stockholders would likely result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our business." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1006028/000149315220023641/form10-q.htm About PURE Bioscience, Inc. PURE Bioscience, Inc. -- http://www.purebio.com/-- is focused on developing and commercializing its proprietary antimicrobial products primarily in the food safety arena. The Company provides solutions to combat the health and environmental challenges of pathogen and hygienic control. Its technology platform is based on patented, stabilized ionic silver, and its initial products contain silver dihydrogen citrate, better known as SDC. This is a broad-spectrum, non-toxic antimicrobial agent, which offers 24-hour residual protection and formulates well with other compounds. As a platform technology, SDC is distinguished from existing products in the marketplace because of its superior efficacy, reduced toxicity and mitigation of bacterial resistance. PURE is headquartered in Rancho Cucamonga, California (San Bernardino metropolitan area). PWR INVEST: Combined Amended Plan & Disclosure Confirmed by Judge ----------------------------------------------------------------- Judge John T. Dorsey has entered findings of fact, conclusions of law and order confirming the Combined First Amended Joint Disclosure Statement and Plan of Reorganization proposed by Trustee Michael A. McConnell, Esq. for Debtors PWR Invest, LP, PWR Oil & Gas General Partners, Inc., Oklahoma Merge, LP, Oklahoma Merge Midstream, LP, and Oklahoma River Basin, LP. The Trustee has not engaged in any collusive or unfair conduct in connection with the Combined Disclosure Statement and Plan. The Combined Disclosure Statement and Plan was negotiated and conducted at arm's-length and without collusion with any Person or Entity. The Combined Disclosure Statement and Plan complies with the applicable provisions of the Bankruptcy Code and, as required by Bankruptcy Rule 3016, is dated and identifies the Trustee as the plan proponent, thereby satisfying section 1129(a)(1) of the Bankruptcy Code. All documents necessary to implement the Combined Disclosure Statement and Plan and all other relevant and necessary documents, have been developed and negotiated in good faith and at arm's-length and shall, upon completion of documentation and execution and subject to the occurrence of the Effective Date, be valid, binding, and enforceable agreements and not be in conflict with any federal or state law. A full-text copy of the order dated December 8, 2020, is available at https://bit.ly/3771G4t from PacerMonitor at no charge. Attorneys for the Chapter 11 Trustee: Nancy L. Ribaudo KELLY HART & HALLMAN LLP 201 Main Street, Suite 2500 Fort Worth, Texas 76102 Telephone: (817) 878-3574 Facsimile: (817) 878-9744 Derek C. Abbott (No. 3376) Joseph C. Barsalona II (No. 6102) MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Telephone: (302) 658-9200 Facsimile: (302) 658-3989 About PWR Invest LP PWR Invest, LP, and debtor affiliates Oklahoma Merge, LP; Oklahoma Merge Midstream, LP; Oklahoma River Basin, LP; and PWR Oil & Gas General Partners, Inc., operate and develop oil and gas properties predominantly in Oklahoma. On May 22, 2019, PWR Oil & Gas General Partners, Inc., filed a Chapter 11 petition (Bankr. D. Del.). On May 23, 2019, PWR Invest, LP, also sought for Chapter 11 protection. On Aug. 12, 2019, Oklahoma Merge, LP, Oklahoma River Basin, LP, and Oklahoma Merge Midstream, LP, each filed Chapter 11 petitions. The Debtors' Chapter 11 cases are jointly administered under Case No. 19-11164, with that of PWR Invest, LP, as the lead case. As of its Petition Date, PWR Invest was estimated to have assets at $50 million to $100 million, and liabilities at $50 million to $100 million. PRONSKE & KATHMAN, P.C., and BARNES & THORNBURG LLP served as the Debtors' counsel. McCathern, PLLC, was special litigation counsel. FTI Consulting, Inc., was the Debtors' financial advisor. Michael A. McConnell, Esq., was appointed as the chapter 11 trustee in December 2019. Following his appointment, the Trustee assembled his own team of advisors, including Kelly Hart & Hallman LLP, as counsel, Morris,Nichols, Arsht & Tunnell LLP, as bankruptcy co-counsel, and Lain Faulkner & Co., P.C., asaccountants * * * On May 16, 2020, the Trustee filed a motion seeking approval of a sale process for the sale of the Subsidiary Debtors' assets to Chambers Energy Management, LP, for a $30,000,000 credit bid, subject to higher or better offers. On June 5,2020, the Court approved the bid and sale process. Following an auction,the Trustee selected Chambers' stalking horse bid as the successful bid. The sale closed July 1, 2020. QUALITY PERFORATING: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Debtor: Quality Perforating Inc. 166 Dundaff Street Carbondale, PA 18407 Business Description: Quality Perforating Inc. is a manufacturer of perforated sheets, coils and component parts. Chapter 11 Petition Date: December 16, 2020 Court: United States Bankruptcy Court Middle District of Pennsylvania Case No.: 20-03561 Judge: Hon. Robert N. Opel II Debtor's Counsel: Mark J. Conway, Esq. LAW OFFICES OF MARK J. CONWAY, P.C. 502 S. Blakely Street Dunmore, PA 18512 Tel: 570-343-5350 Fax: 570-343-5377 Email: info@mjconwaylaw.com Total Assets: $3,608,042 Total Liabilities: $9,820,041 The petition was signed by Robert W. Farber, 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/FC4A4PY/Quality_Perforating_Inc__pambke-20-03561__0001.0.pdf?mcid=tGE4TAMA RESOLUTE FOREST: Egan-Jones Hikes Senior Unsecured Ratings to B+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 1, 2020, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Resolute Forest Products Incorporated to B+ from B. Headquartered in Montreal, Canada, Resolute Forest Products Inc. manufactures newsprint, coated and uncoated groundwood papers, bleached kraft pulp, and lumber products. REVERE POWER: Moody's Completes Review, Retains B1 Rating --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Revere Power, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology, recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since 1 January 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations Revere Power, LLC's (Revere: B1) rating reflects challenging wholesale power market fundamentals driven by low natural gas and electric prices and reduced electric demand across the region owing in large part to the regional response to COVID-19. Revere is susceptible to weak power market fundamentals due in part to the lack of a multi-year hedging strategy. The rating is supported by near-term cash flow predictability associated with the forward sale of generating capacity through capacity auctions, the assets' sound operating profile and the sponsor's experience in owning and operating power generating assets. The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. ROCHESTER DRUG: Sales Close; Plan Amended ----------------------------------------- Rochester Drug Cooperative, Inc., filed an Amended Chapter 11 Plan of Liquidation and an Amended Disclosure Statement. On May 21, 2020, the Debtor entered into a Purchase and Sale Agreement (the "Fairfield Purchase Agreement") with VK Acquisitions V, LLC (the "Fairfield Stalking Horse Bidder") to sell the Fairfield Facility. On June 22, 2020, the Court entered an Order approving the bidding procedures in connection with the Fairfield Sale Motion, and on July 17, 2020, the Court entered an Order approving the sale of the Fairfield Facility to the Fairfield Stalking Horse Bidder for $13,500,000. The sale of the Fairfield Facility closed on August 7, 2020 and the proceeds of the Fairfield asset sale were distributed in accordance with the Global Settlement Agreement. On June 12, 2020, the Debtor entered into a purchase agreement with Maguire Family Properties, Inc. (the "Rochester Stalking Horse Bidder") for the sale of the Rochester Facility and equipment for a purchase price of $3,283,500. On August 14, 2020, the Bankruptcy Court entered an Order approving the bidding procedures in connection with the Rochester Sale Motion, and on September 15, 2020, the Court entered an Order approving the sale of the Rochester Facility to IEC Electronics, Inc. for $5,250,000. The sale of the Rochester Facility closed on October 1, 2020 and the proceeds of the Rochester asset sale were distributed in accordance with the Global Settlement Agreement. On August 11, 2020, the Debtor entered into a Purchase and Sale Agreement with AF Recovery, LLC (the "Settled Antitrust Claim Stalking Horse Bidder") for the sale of the three Settled Antitrust Claims11 for a purchase price of $2,375,000. On August 11, 2020, the Debtor filed a motion seeking approval of the purchase agreement and bid protections related to the Settled Antitrust Claims Stalking Horse Bidder, along with approval of the bidding procedures related to the sale of the Settled Antitrust Claims and authorization to sell of the Settled Antitrust Claims free and clear of liens, claims, encumbrances. On September 4, 2020, the Bankruptcy Court entered an Order approving the bidding procedures in connection with the Settled Antitrust Claims Sale Motion, and on October 5, 2020, the Court entered an Order approving the sale of the Settled Antitrust Claims to Contrarian Funds, LLC for $2,960,000. The sale of the Settled Antitrust Claims closed on October 23, 2020 and the proceeds of the sale were paid to the Debtor's Estate. In accordance with the terms of the Global Settlement Agreement, M&T Bank received $10,609,265.86 under the Real Property Waterfall from the sale proceeds of the Fairfield Facility, and received additional Distributions totaling $7,120,325.97 during June and July, 2020. On September 30, 2020, the Debtor paid M&T Bank the outstanding principal balance due under the Loan Documents in amount of $2,022,875.04 in full and final payment of M&T Bank's Secured Claim in the Chapter 11 Case. On October 15, 2020, the liens and security interests previously granted by the Debtor to M&T Bank were terminated by the filing of UCC-3 termination statements with the New York Secretary of State. As a result of the foregoing payments, M&T Bank is no longer participating as a Creditor in the Chapter 11 Case. Class 2 consists of all Allowed Unsecured Claims. The Class 2 Unsecured Claims include the USA Unsecured Claim in the approximate amount of $58,641,305, trade creditor claims aggregating approximately $73,000,000, and numerous Claims asserted by government units and private individuals that arose in connection with the opioid-related litigations. Unless otherwise agreed by the applicable holder of an Allowed Claim to accept different and less favorable treatment, each holder of an Allowed Unsecured Claim shall be entitled to receive such holder's pro rata share of the Liquidating Trust Assets. Many of the Unsecured Claims filed in connection with the opioid-related litigations are overstated, contingent, unliquidated, based on joint and several liability, or are otherwise objectionable. Accordingly, an estimate of the proposed Distribution to the Class 2 Creditors will not be available until the Liquidating Trustee completes its Claim review and objection process. The Liquidating Trustee anticipates that it will make a single, lump sum pro rata payment to the holders of Allowed Class 2 Claims following the liquidation of all remaining Assets. Payments to holders of Allowed Class 2 Claims will be made on the later of the date or dates determined by the Liquidating Trustee, to the extent there is Cash available for distribution in the judgment of the Liquidating Trustee, having due regard for the anticipated and actual expenses, and the likelihood and timing, of the process of liquidating or disposing of the Assets, including the expenses of the Liquidating Trustee; and the date on which such Claim becomes an Allowed Claim. Subject to the USA Distribution Cap, each holder of an Allowed Class 2 Unsecured Claim must be paid in full, prior to any Distribution to any holder of an Interest in Class 3. A full-text copy of the Amended Disclosure Statement dated December 8, 2020, is available at https://bit.ly/2WdJ0K1 from PacerMonitor at no charge. Counsel to the Debtor: BOND, SCHOENECK & KING, PLLC Stephen A. Donato, Esq. Camille W. Hill, Esq. One Lincoln Center Syracuse, New York 13202-1355 Telephone: (315) 218-8000 Facsimile: (315) 218-8100 E-mail: sdonato@bsk.com chill@bsk.com About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc., is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. ROMANS HOUSE: Secured Creditor Withdraws Bid for Trustee -------------------------------------------------------- Pender West Credit 1 REIT, L.L.C., a senior secured creditor of debtor Romans House, LLC, withdrew its motion to appoint a Chapter 11 trustee for the Debtor, without prejudice. About Romans House Based in Forth Worth, Texas, Romans House, LLC operates Tandy Village Assisted Living, a continuing care retirement community and assisted living facility for the elderly in Fort Worth, Texas. Affiliate Healthcore System Management, LLC, operates Vincent Victoria Village Assisted Living, also an assisted living facility for the elderly. Romans House, LLC, and Healthcore System sought Chapter 11 protection (Bankr. N.D. of Tex. Case No. 19-45023 and 19-45024) on Dec. 9, 2019. Romans House was estimated to have $1 million to $10 million in assets and liabilities while Healthcore was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Hon. Edward L. Morris is the case judge. Demarco Mitchell, PLLC, is the Debtors' legal counsel. SANTA BARBARA LAND: 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 Santa Barbara Land Corporation. About Santa Barbara Land Santa Barbara Land Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 20-51648) on Dec. 7, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Tracey N. Wise oversees the case. Taft A. McKinstry, Esq., at Fowler Bell PLLC, serves as the Debtor's legal counsel. SANTA CLARITA: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------- The Office of the U.S. Trustee on Dec. 16 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Santa Clarita, LLC. About Santa Clarita LLC Santa Clarita, LLC is a single asset real etate debtor (as defined in 11 U.S.C. Section 101(51B)). Santa Clarita filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12402) on Nov. 12, 2020. The petition was signed by David W. Lunn, chief executive officer of Remediation Financial, Inc., manager of the Debtor. At the time of filing, the Debtor estimated $100 million to $500 million in assets and $500 million to $1 billion in liabilities. Judge Madeleine C. Wanslee oversees the case. Thomas H. Allen, Esq., at Allen Barnes & Jones, PLC, is Debtor's legal counsel. SANTA MARIA: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: Santa Maria Brewing Co Inc. 7935 San Luis Ave Atascadero, CA 93422 Chapter 11 Petition Date: December 15, 2020 Court: United States Bankruptcy Court Central District of California Case No.: 20-11486 Judge: Hon. Deborah J. Saltzman Debtor's Counsel: Leslie Cohen, Esq. LESLIE COHEN LAW PC 506 Santa Monica Blvd. Suite 200 Santa Monica, CA 90401 Tel: 310-394-5900 Email: leslie@lesliecohenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Byron Moles, CEO. 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/PESIG7Q/Santa_Maria_Brewing_Co_Inc__cacbke-20-11486__0001.0.pdf?mcid=tGE4TAMA SCHOMBURG ASSET: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: Schomburg Asset Fund LLC 315 57th Street, NE Washington, DC 20019 Business Description: Schomburg Asset Fund LLC is the owner of fee simple title to five properties located in Washington, DC, having an aggregate current value of $2.32 million (based on comparable sale and liquidation value estimates). Chapter 11 Petition Date: December 17, 2020 Court: United States Bankruptcy Court District of Columbia Case No.: 20-00481 Judge: Hon. Elizabeth L. Gunn Debtor's Counsel: Brett Weiss, Esq. THE WEISS LAW GROUP, LLC 6404 Ivy Lane, Suite 650 Greenbelt, MD 20770 Tel: (301) 924-4400 Fax: (240) 627-4186 Email: brett@BankruptcyLawMaryland.com Total Assets: $2,373,677 Total Liabilities: $1,898,384 The petition was signed by Dixon Oladele, member. A 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/BVV4N5Y/Schomburg_Asset_Fund_LLC__dcbke-20-00481__0001.0.pdf?mcid=tGE4TAMA SIMBECK INC: Jan. 20, 2021 Disclosure Statement Hearing Set ----------------------------------------------------------- Plan Proponent Hannah Hutman filed with the U.S. Bankruptcy Court for the Western District of Virginia a Disclosure Statement and a Plan for Debtor Simbeck, Inc. On December 8, 2020, Judge Rebecca B. Connelly ordered that: * Jan. 20, 2021 at 11:00am via Zoom Video is the hearing to consider the approval of the Disclosure Statement. * Jan. 13, 2021 is fixed as the last date for filing and serving written objections to the Disclosure Statement. * March 6, 2021 is fixed as the last date for the filing of proof of claims, pursuant to Rule 3003(c)(3). A full-text copy of the order dated December 8, 2020, is available at https://bit.ly/2IDq844 from PacerMonitor at no charge. Counsel for the Debtor: Hannah W. Hutman, Esquire HOOVER PENROD PLC 342 South Main Street Harrisonburg, Virginia 22801 540/433-2444 540/433-3916 (Facsimile) hhutman@hooverpenrod.com About Simbeck Inc. Simbeck, Inc., is a transportation company with experience in long-haul, regional and short-haul truckload freight. With a fleet of more than 70 trucks, Simbeck is located along Interstate 81 in Northern Virginia providing the company access to all major shipping corridors along the east coast, and from Virginia to Texas. Simbeck filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-50868) on Oct. 1, 2019, in Harrisonburg, Va. In the petition signed by Michael Darnell, Jr., president, the Debtor was estimated to have assets of no more than $50,000 and liabilities at $1 million to $10 million. Judge Rebecca B. Connelly oversees the case. The Debtor tapped Hoover Penrod, PLC, as its legal counsel and Haines, Greene & Yowell Tax Service as its accountant. SIMBECK INC: Unsecureds to Recover 100% in 5 Years -------------------------------------------------- Simbeck, Inc., submitted an Amended Chapter 11 Plan and a corresponding Disclosure Statement. The Debtor's efforts to increase its revenue were delayed to the Covid-19 pandemic and the nationwide impact on the supply chain. Nonetheless, the Debtor has been able to decrease its costs, while continuing to focus on increasing its revenue. Since the Petition Date, the Debtor has increased its profit margin on average by more than $.29 per mile. Class 11 General Unsecured Class will share pro rata in 10 bi-annual distributions of 35 percent of bi-annual net income. Bi-annual net income shall be defined as revenue funds remaining after payment of all ordinary and necessary business expenses and Plan payments in a given six-month period. The projected net income is reflected on the financial projections. The extent of the recovery for Class Eleven Claims is speculative, but is expected to be approximately 100%. The first payment to Class Eleven will be paid on June 1, 2021, and additional payments will be made every six months thereafter until 10 total payments have been made. The 10 payments will be made June 1 and December 1 of every year of the Plan. A full-text copy of the Amended Disclosure Statement dated December 7, 2020, is available at https://bit.ly/3a9lqq1 from PacerMonitor.com at no charge. Counsel for the Debtor: Hannah W. Hutman C. Andrew Bolt 342 South Main Street Harrisonburg, Virginia 22801 Tel: (540) 433-2444 Fax: (540) 433-3916 E-mail: hhutman@hooverpenrod.com abolt@hooverpenrod.com About Simbeck Inc. Simbeck, Inc., is a transportation company with experience in long-haul, regional and short-haul truckload freight. With a fleet of more than 70 trucks, Simbeck is located along Interstate 81 in Northern Virginia providing the company access to all major shipping corridors along the east coast, and from Virginia to Texas. Simbeck filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 19-50868) on Oct. 1, 2019, in Harrisonburg, Va. In the petition signed by Michael Darnell, Jr., president, the Debtor was estimated to have assets of no more than $50,000 and liabilities at $1 million to $10 million. Judge Rebecca B. Connelly oversees the case. The Debtor tapped Hoover Penrod, PLC, as its legal counsel and Haines, Greene & Yowell Tax Service as its accountant. SKLAR EXPLORATION: RAPAD Resigns From Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 19 disclosed in court filings that RAPAD Well Service Company, Inc. resigned from the official committee of unsecured creditors appointed in the Chapter 11 cases of Sklar Exploration Company, LLC and Sklar, LLC. The remaining members of the committee are: (1) Stoneham Drilling Corporation Representative: Heather Stickel c/o James B. Bailey Bradley Arant Boult Cummings, LLP 1819 Fifth Avenue North Birmingham, AL 35203 (205) 521-8913 - phone (205) 488-6913 - fax jbailey@bradley.com (2) Mesa Fluids, LLC Representative: Aaron W. Merrell) 1669 S. 580 East American Fork, UT, 84057 (801) 372-2219 - phone aaron.merrell@mesafluids.com (3) TCP Cottonwood, L.P. Representative: Kyle C. McInnis c/o Eric Lockridge 400 Convention St., Suite 700 Baton Rouge, LA 70802 (225) 389-3756 - phone eric.lockridge@keanmiller.com (4) Kelley Brothers Contractors, Inc. Representative: Jerry Kelley 401 County Farm Rd. Waynesboro, MS 39367 (601) 323-4175 - phone (601) 735-2809 - fax kelleybros@kelleycompanies.com (5) Baker Hughes Company Representative: Christopher J. Ryan 2001 Rankin Road Houston, TX 77073 (713) 879-1063 - phone chris.ryan@bakerhughes.com About Sklar Exploration Company Sklar Exploration Company, LLC is an independent exploration production company owned and managed by Howard F. Sklar. With offices in Boulder, Colo., Shreveport, La., and Brewton, Ala., Sklar owns interests in oil and gas wells located throughout the United States. Its exploration and production activities have historically focused on the hydrocarbon-rich Lower Gulf Coast basins and in the Interior Gulf Coast basins of East Texas, North Louisiana, South Mississippi, South Alabama, and the Florida Panhandle. Visit https://sklarexploration.com/ Sklar Exploration Company and Sklarco, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 20-12377) on April 1, 2020. At the time of the filing, Sklar Exploration had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Sklarco disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Elizabeth E. Brown oversees the cases. The Debtors tapped Kutner Brinen, P.C. as bankruptcy counsel, and Berg Hill Greenleaf & Ruscitti, LLP and Armbrecht Jackson, LLP as special counsel. The U.S. Trustee for Region 19 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Munsch Hardt Kopf & Harr, P.C. SOUTHEAST POWERGEN: Moody's Completes Review, Retains Ba3 Rating ---------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Southeast PowerGen, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. The publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations Southeast PowerGen, LLC's Ba3 rating is supported by the right sizing of its balance sheet and an high degree of cash flow visibility given the contracted nature of a portion of its asset base with investment grade off-takers. Challenges include merchant exposure at SEPG's Effingham combined-cycle generating facility and approximately 50% of its 600 megawatt Sandersville peaking facility in Georgia and its structural subordinated position to approximately $35 million of secured debt at its affiliate Mackinaw Power (Baa3). The principal methodology used for this review was Power Generation Projects Methodology published in July 2020. TEKNIA NETWORKS: Unsecured Creditors May Receive Nothing in Plan ---------------------------------------------------------------- Teknia Networks & Logistics, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Plan of Reorganization on December 8, 2020. Class 40 consists of General Unsecured Creditors. The Debtor will pay its disposable income to pay claimants in this class with allowed claims. Claimants will be paid their pro rata share of the projected net disposable income, after deducing administrative claims, without interest, in twelve quarterly payments with payments commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation and continuing for a total of twenty consecutive quarters. There is a strong possibility that no funds will be available for distribution to general unsecured creditors. Promissory notes will be issued to each creditor in this class with allowed claims to evidence payments, which promissory notes shall be enforceable in any Court of Competent Jurisdiction. The amount of the pro rata distribution will be considered final and binding thirty (30) days after the filing of the Certificate of Substantial Consummation by the Debtor. Equity will retain ownership in the Debtor postconfirmation. No distributions will be made to equity until such time as all payments in Class 41 have been made. Current equity will continue to manage the Debtor post-confirmation. The Plan will be funded by the continued operations of the Debtor. A full-text copy of the plan of reorganization dated December 8, 2020, is available at https://bit.ly/3oBUXFE from PacerMonitor at no charge. About Teknia Networks & Logistics Teknia Networks & Logistics, Inc. is a Pinellas Park, Fla.-based distributor of warehouse and office printing-related items. Teknia Networks & Logistics sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06479) on Aug. 27, 2020. Jorge L. Monsalve, president, signed the petition. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $1 million and $10 million. Buddy D. Ford, P.A. is Debtor's legal counsel. TIMOTHY PLACE: Case Summary & Unsecured Creditor ------------------------------------------------ Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Timothy Place, NFP (Lead Case) 20-21554 DBA Park Place of Elmhurst 1050 Euclid Avenue Elmhurst, IL 60126 Christian Healthcare Foundation NFP 20-21564 Business Description: Park Place owns and operates a continuing care retirement community located in Elmhurst, Illinois known as Park Place of Elmhurst. The Campus is improved with a building which includes (i) 181 independent living apartments, (ii) 46 assisted living apartments, (iii) 20 memory care apartments, (iv) 37 nursing beds, and (v) related common areas and parking. The Foundation's only asset is a deposit account which contains approximately $16,500. The Foundation currently does not conduct business. Chapter 11 Petition Date: December 15, 2020 Court: United States Bankruptcy Court Northern District of Illinois Judge: Hon. Benjamin A. Goldgar Debtors' Counsel: Bruce C. Dopke, Esq. DOPKELAW LLC 1535 W. Schaumburg Road Suite 204 Schaumburg, IL 60194 Tel: 847-524-4811 Fax: 312-641-6959 Email: bd@dopkelaw.com Debtors' Noticing, Solicitation & Claims Agent: GLOBIC ADVISORS, INC. Total Assets: $113,592,694 Total Liabilities: $141,267,675 The petitions were signed by Barry VanderGenugten, chief financial officer. Timothy Place listed UMB Bank, N.A. as its sole unsecured creditor holding a claim of $39,805,363. A copy of Timothy Place's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YKYS5UY/Timothy_Place_NFP__ilnbke-20-21554__0001.0.pdf?mcid=tGE4TAMA UNIVERSAL CORPORATION: Egan-Jones Cuts Sr. Unsec. Ratings to BB+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 4, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Universal Corporation of Virginia to BB+ from BBB-. Headquartered in Richmond, Virginia, Universal Corporation of Virginia is an independent leaf tobacco merchant. VALARIS PLC: Court Denies Bid to Appoint Equity Committee --------------------------------------------------------- The motions to appoint an equity committee in the Chapter 11 cases of Valaris plc and its affiliates are denied on the record, according to a court docket. About Valaris plc Valaris plc (NYSE: VAL) provides offshore drilling services. It is an English limited company with its corporate headquarters located at 110 Cannon St., London. Visit http://www.valaris.com/for more information. On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors had total assets of $13,038,900,000 and total liabilities of $7,853,500,000 as of June 30, 2020. The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as their bankruptcy counsel, Lazard as investment banker, and Alvarez & Marsal North America LLC as their restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP serve as legal advisors to the consenting noteholders while Houlihan Lokey Inc. serves as their financial advisor. VP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: VP Construction, LLC 2160 N. Glebe Rd., Suite A Arlington, VA 22207-2263 Chapter 11 Petition Date: December 17, 2020 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 20-12729 Debtor's Counsel: Steven B. Ramsdell, Esq. TYLER, BARTL & RAMSDELL, PLC 300 N. Washington St. Suite 310 Alexandria, VA 22314 Tel: (703) 549-5000 Fax: (703) 549-5011 Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Karl Timothy vanVonno, 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/FMIGXNA/VP_Construction_LLC__vaebke-20-12729__0001.0.pdf?mcid=tGE4TAMA WEATHERFORD INT'L: Egan-Jones Withdraws CC Sr. Unsecured Ratings ---------------------------------------------------------------- Egan-Jones Ratings Company, on November 30, 2020, withdrew its 'CC' foreign currency and local currency senior unsecured ratings on debt issued by Weatherford International Public Limited Company. Headquartered in Houston, Texas, Weatherford International Public Limited Company provides oil field services and equipment. WHITE STALLION: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 3 appointed a committee to represent unsecured creditors in the Chapter 11 case of White Stallion Energy, LLC. The committee members are: 1. MacAllister Machinery Co Inc. Attn: John Deckard 6300 Southeastern Ave. Indianapolis, IN 46203 Phone: 317-545-2151 Email: johndeckard@macallister.com 2. Old National Bank Attn: Joan Tupin-Crites, Esq. One Main Street Evansville, IN 47708 Phone: 812-371-7307 Email: joan.tupin-crites@oldnational.com 3. Synenergy Partners Attn: Jamie McCorkle P.O. Box 545 Mount Vernon, IN 47620 Phone: 812-838-4468 Fax: 812-838-8308 Email: jmccorkle@poseycountycoop.com 4. Warex, LLC Attn: Bob James 2323 Kotter Avenue Evansville, IN 47715 Phone: 812-473-6066 Fax: 812-477-8381 Email: bobjameswarex@aol.com 5. Whayne Supply Company dba Boyd Company Attn: Joseph Yoerg 10001 Linn Station Road Louisville, KY 40223 Phone: 502-423-2731 Fax: 502-423-2761 Email: joeyoerg@boydcat.com 6. Onyett Fabricators, LLC f/k/a Onyett Fabricators, INC. Attn: Nathaniel Harvey 3377 North St. Rd. 57 Petersburg, IN 47567 Phone: 812-474-3702 Fax: 812-474-3223 Email: nharvey@traylor.com 7. Custom Staffing Services Attn: Erin Higginson 1820 N. Green River Rd Evansville, IN 47715 Phone: 812-474-7400 Fax:812-474-7411 Email: ehigginson@customstaffingservices.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About White Stallion Energy White Stallion Energy was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. White Stallion operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy, LLC and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The cases are pending before the Honorable Laurie Selber Silverstein, and the Debtors have requested that their cases be jointly administered under Case No. 20-13037. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as general bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent. WYNN RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to CCC+ ---------------------------------------------------------------- Egan-Jones Ratings Company, on December 2, 2020, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts Limited to CCC+ from B-. EJR also downgraded the rating on commercial paper issued by the Company to C from B. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates luxury hotels and destination casino resorts in Las Vegas, Nevada, Macau, and China. ZAANA-17 LLC: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Zaana-17 LLC 1105 Lakeview Drive Dracut, MA 01826 Chapter 11 Petition Date: December 16, 2020 Court: United States Bankruptcy Court District of Massachusetts Case No.: 20-41170 Judge: Hon. Christopher J. Panos Debtor's Counsel: Nina M. Parker, Esq. PARKER & LIPTON 8 Winchester Place, Suite 204 Winchester, MA 01890 Tel: (781) 729-0005 Fax: (781) 729-0187 Email: nparker@parkerlipton.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Frank J. Gorman, Sr., manager. 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/SW7G2WQ/Zaana-17_LLC__mabke-20-41170__0001.0.pdf?mcid=tGE4TAMA [^] BOOK REVIEW: Hospitals, Health and People --------------------------------------------- Author: Albert W. Snoke, M.D. Publisher: Beard Books Softcover: 232 pages List Price: $34.95 Order your personal copy today at http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html Hospitals, Health and People is an interesting and very readable account of the career of a hospital administrator and physician from the 1930's through the 1980's, the formative years of today's health care system. Although much has changed in hospital administration and health care since the book was first published in 1987, Dr. Snoke's discussion of the evolution of the modern hospital provides a unique and very valuable perspective for readers who wish to better understand the forces at work in our current health care system. The first half of Hospitals, Health and People is devoted to the functional parts of the hospital system, as observed by Dr. Snoke between the late 1930's through 1969, when he served first as assistant director of the Strong Memorial Hospital in Rochester, New York, and then as the director of the Grace-New Haven Hospital in Connecticut. In these first chapters, Dr. Snoke examines the evolution and institutionalization of a number of aspects of the hospital system, including the financial and community responsibilities of the hospital administrator, education and training in hospital administration, the role of the governing board of a hospital, the dynamics between the hospital administrator and the medical staff, and the unique role of the teaching hospital. The importance of Hospitals, Health and People for today's readers is due in large part to the author's pivotal role in creating the modern-day hospital. Dr. Snoke and others in similar positions played a large part in advocating or forcing change in our hospital system, particularly in recognizing the importance of the nursing profession and the contributions of non-physician professionals, such as psychologists, hearing and speech specialists, and social workers, to the overall care of the patient. Throughout the first chapters, there are also many observations on the factors that are contributing to today's cost of care. Malpractice is just one example. According to Dr. Snoke, "malpractice premiums were negligible in the 1950's and 1960's. In 1970, Yale-New Haven's annual malpractice premiums had mounted to about $150,000." By the time of the first publication of the book, the hospital's premiums were costing about $10 million a year. In the second half of Hospitals, Health and People, Dr. Snoke addresses the national health care system as we've come to know it, including insurance and cost containment; the role of the government in health care; health care for the elderly; home health care; and the changing role of ethics in health care. It is particularly interesting to note the role that Senator Wilbur Mills from Arkansas played in the allocation of costs of hospital-based specialty components under Part B rather than Part A of the Medicare bill. Dr. Snoke comments: "This was considered a great victory by the hospital-based specialists. I was disappointed because I knew it would cause confusion in working relationships between hospitals and specialists and among patients covered by Medicare. I was also concerned about potential cost increases. My fears were realized. Not only have health costs increased in certain areas more than anticipated, but confusion is rampant among the elderly patients and their families, as well as in hospital business offices and among physicians' secretaries." This aspect of Medicare caused such confusion that Congress amended Medicare in 1967 to provide that the professional components of radiological and pathological in-hospital services be reimbursed as if they were hospital services under Part A rather than part of the co-payment provisions of Part B. At the start of his book, Dr. Snoke refers to a small statue, Discharged Cured, which was given to him in the late 1940's by a fellow physician, Dr. Jack Masur. Dr. Snoke explains the significance the statue held for him throughout his professional career by quoting from an article by Dr. Masur: "The whole question of the responsibility of the physician, of the hospital, of the health agency, brings vividly to mind a small statue which I saw a great many years ago.it is a pathetic little figure of a man, coat collar turned up and shoulders hunched against the chill winds, clutching his belongings in a paper bag -- shaking, tremulous, discouraged. He's clearly unfit for work -- no employer would dare to take a chance on hiring him. You know that he will need much more help before he can face the world with shoulders back and confidence in himself. The statuette epitomizes the task of medical rehabilitation: to bridge the gap between the sick and a job." It is clear that Dr. Snoke devoted his life to exactly that purpose. Although there is much to criticize in our current healthcare system, the wellness concept that we expect and accept today as part of our medical care was almost nonexistent when Dr. Snoke began his career in the 1930's. Throughout his 50 years in hospital administration, Dr. Snoke frequently had to focus on the big picture and the bottom line. He never forgot the importance of Discharged Cured, however, and his book provides us with a great appreciation of how compassionate administrators such as Dr. Snoke have contributed to the state of patient care today. Albert Waldo Snoke was director of the Grace-New Haven Hospital in New Haven, Connecticut from 1946 until 1969. In New Haven, Dr. Snoke also taught hospital administration at Yale University and oversaw the development of the Yale-New Haven Hospital, serving as its executive director from 1965-1968. From 1969-1973, Dr. Snoke worked in Illinois as coordinator of health services in the Office of the Governor and later as acting executive director of the Illinois Comprehensive State Health Planning Agency. Dr. Snoke died in April 1988. ********* 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 ***