/raid1/www/Hosts/bankrupt/TCR_Public/201222.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, December 22, 2020, Vol. 24, No. 356
Headlines
220 MARYLAND: Case Summary & 3 Unsecured Creditors
4 RAVEN COURT: Seeks Approval to Hire Real Estate Broker
ADAPTHEALTH CORP: S&P Affirms 'B+' ICR on AeroCare Acquisition
AKAMAI PHYSICS: Case Summary & 11 Unsecured Creditors
ALORICA INC: S&P Raises ICR to 'CCC+' on Refinancing
ALPHATEC HOLDINGS: Inks Deal to Acquire EOS Imaging
APPLIED DNA: Incurs $13 Million Net Loss in Fiscal 2020
AQUA SHIELD: Seeks to Hire Law Offices of Alla Kachan as Counsel
ARCHROCK INC: S&P Affirms 'B+' Rating on Senior Unsecured Debt
ASCENT RESOURCES: S&P Rates New $300MM Senior Unsecured Notes 'B-'
ATLANTIC STREET: Seeks to Hire J. Scott Logan as Legal Counsel
ATS AUTOMATION: S&P Affirms 'BB' ICR, Rates Unsecured Notes 'B+'
AXIA REALTY: Seeks to Hire Vernon Consulting as Financial Advisor
BENNETT ENTERPRISES: Case Summary & 3 Unsecured Creditors
BLACKJEWEL LLC: INIC Has Issues With Liquidation Analysis
BLESSINGS INC: Gets Court OK to Hire Real Estate Broker
BOY SCOUTS: Committee Retains Rock Creek as Financial Advisor
BRIAN P. RUSH: U.S. Trustee Unable to Appoint Committee
BUENA PARK: Seeks to Hire Corcovelos Law as Counsel
BURNS ASSET: Seeks Approval to Hire Bankruptcy Attorney
CAN B CORP: Issues $2.8 Million Convertible Promissory Notes
CBL & ASSOCIATES: Committee Taps AlixPartners as Financial Advisor
CBL & ASSOCIATES: Mcdermott Represents Litigation Claimants
CHALLENGER TANK: Seeks to Hire Malaise Law Firm as Legal Counsel
CLEVELAND-CLIFFS: Egan-Jones Hikes Senior Unsecured Ratings to B
CONTURA ENERGY: S&P Affirms 'CCC+' ICR; Outlook Negative
DISH NETWORK: Egan-Jones Hikes Senior Unsecured Ratings to B+
E.W. SCRIPPS: S&P Rates New $700MM Secured Notes 'BB-'
ENERPLUS CORPORATION: Egan-Jones Cuts Sr. Unsecured Ratings to B+
ENLINK MIDSTREAM: S&P Rates $500MM Senior Unsecured Notes 'BB+'
EQUESTRIAN EVENTS: Case Summary & 10 Unsecured Creditors
EQUITAS ACADEMY: S&P Assigns 'BB+' Issuer Credit Rating
EUROPCAR MOBILITY: Chapter 15 Case Summary
FDZ HOMES: Seeks to Hire Bisom Law Group as Legal Counsel
FRANCESCA'S HOLDINGS: Hires Stretto as Administrative Advisor
FRANCESCA'S HOLDINGS: Seeks to Hire O'Melveny & Myers as Counsel
FRANCESCA'S HOLDINGS: Seeks to Hire Richards Layton as Co-Counsel
FRANCESCA'S HOLDINGS: Seeks to Tap FTI Capital as Investment Banker
FRANCESCA'S HOLDINGS: Taps A&G Realty as Real Estate Consultant
FURNITURE FACTORY: Committee Hires Seward & Kissel as Counsel
FURNITURE FACTORY: Committee Retains Province as Financial Advisor
FURNITURE FACTORY: Panel Taps Potter Anderson as Delaware Counsel
GFL ENVIRONMENTAL: S&P Rates New Senior Secured Notes 'BB-'
HARRODS CLUB: Seeks to Hire Fowler Bell as Counsel
HELIUS MEDICAL: Intends to Complete Reverse Stock Split ASAP
HERTZ CORP: Kirkland, Pachulski Represent Noteholder Group
HOBERT K. SANDERSON: Proposes Jan. 13 Auction of Kinston Property
HOMES4FAMILIES LLC: Seeks Approval to Hire Bankruptcy Attorney
HOP-HEDZ INC: Case Summary & 8 Unsecured Creditors
JOHN C. FLEMING: Trustee Selling Chicago Property for $1.52M
LEWIS E. WILKERSON, JR.: Jubb Buying Kayeville Property for $191K
LLADRO GALLERIES: Futura Finances Buying Personal Property for $33K
LOS ANGELES SCHOOL: Hires Drew Petersen as Special Counsel
MAPLE LEAF: Taps Michael Best & Friedrich as Bankruptcy Counsel
MAXIMO R. SAENZ: Sherlock Buying Max Plaza Property for $475K
MKJC AUTO: Sets Bidding Procedures for All Assets
MLAC CASTLE ATLANTA: Simpson Buying Atlanta Property for $3.23M
MOUNTAIN PHOENIX: Seeks to Hire Wiggam & Geer as Bankruptcy Counsel
MYOMO INC: Board OKs Amended Code of Business Conduct and Ethics
N & B MANAGEMENT: Trustee Selling Pittsburgh Property for $279K
NORTHWEST HARDWOODS: Hires KPMG LLP as Valuation Advisor
NORTHWEST HARDWOODS: Hires KPMG LLP as Valuation Advisor
NORTHWEST HARDWOODS: Hires Moss Adams as Tax Advisor
NORTHWEST HARDWOODS: Hires Prime Clerk as Administrative Advisor
NUVERRA ENVIRONMENTAL: Amends Employment Contract with 2 Executives
NUVERRA ENVIRONMENTAL: Stockholders Pass All Proposals at Meeting
OBITX INC: Weinstein Replaces M&K CPAS as Accountant
ONEWEB GLOBAL: Launches 36 Satellites After Bankruptcy Exit
ORANGE COUNTY BAIL: Selling Irvine Property for $900K
PAMELA BENNETT: Seeks Approval to Tap The Curry Firm as Counsel
PENNSYLVANIA REAL: Egan-Jones Lowers Senior Unsecured Ratings to D
RANDALL C. HALL: Proposes Sale of 5 Real Properties
REGIONAL HEALTH: 3 Proposals Passed at Annual Meeting
RENTON HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
RIOT BLOCKCHAIN: Unveils 8 MW Pilot Project
RUBIO'S RESTAURANTS: Seeks to Hire BDO USA as Tax Consultant
SANTA BARBARA: Seeks to Hire Fowler Bell as Counsel
SONOMA PHARMACEUTICALS: Inks Licensing Deal with Gabriel Science
SOTERA HEALTH: S&P Upgrades ICR to 'B+' on Material Deleveraging
SPRING TREE: Plan Admin Selling Portfolio of Loans to Innovate
STOREWORKS TECHNOLOGIES: Two More Creditors Appointed to Committee
SZ COVINA: Seeks to Tap Levene Neale as Legal Counsel
TALBOT REHABILITATION: Case Summary & 20 Top Unsecured Creditors
TALOS ENERGY: S&P Assigns 'B-' ICR; Outlook Stable
TAMARAC 10200: U.S. Trustee Forms Creditors' Committee
TEXXON PETROCHEMICALS: Seeks to Hire Eric A. Liepins as Counsel
TIMOTHY SCHMIDT: Selling Viking 52' Convertible Yacht for $565K
TMR LLC: Roewes Selling Washington Property for $195K
TRIUMPH GROUP: Contributes 2.8 Million Common Shares to Trust
TUPPERWARE BRANDS: S&P Raises ICR to B; Ratings Off Watch Positive
UNIVERSITY PLACE: Case Summary & 20 Largest Unsecured Creditors
USS ULTIMATE: S&P Alters Outlook to Positive, Affirms 'B-' ICR
VAIL RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to BB-
VITALITY HEALTH: Case Summary & 20 Largest Unsecured Creditors
VORDERMEIER MANAGEMENT: U.S. Trustee Unable to Appoint Committee
WATKINS NURSERIES: Stewart Buying Powhatan Farm for $340K
WAXELENE INC: Seeks Approval to Hire Judith A. Descalso as Counsel
WILDWOOD VILLAGES: Villages Land Buying Vacant Farmlands for $794K
WING SPIRIT: Hires Aviation Management as Airline Consultant
WYNN RESORTS: S&P Retains BB- ICR on Watch Neg. on Slower Recovery
ZAANA-17 LLC: Seeks to Hire Parker & Lipton as Counsel
[] 10 Biggest Restaurant Bankruptcies in 2020
[^] Large Companies with Insolvent Balance Sheet
*********
220 MARYLAND: Case Summary & 3 Unsecured Creditors
--------------------------------------------------
Debtor: 220 Maryland Avenue LLC
8609 Westwood Center Drive
Suite 202
Vienna, VA 22181
Business Description: 220 Maryland Avenue LLC is a Single Asset
Real Estate (as defined in 11 U.S.C. Section
101(51B)). The Company is the owner of fee
simple title to a property located at 220
Maryland Avenue NE, Washington, DC, having a
current value of $2.05 million.
Chapter 11 Petition Date: December 18, 2020
Court: United States Bankruptcy Court
District of Columbia
Case No.: 20-00484
Judge: Hon. Elizabeth L. Gunn
Debtor's Counsel: Steven H. Greenfeld, Esq.
COHEN, BALDINGER & GREENFELD, LLC
2600 Tower Oaks Blvd.
Suite 290
Rockville, MD 20852
Tel: (301) 881-8300
E-mail: steveng@cohenbaldinger.com
Total Assets: $2,047,330
Total Liabilities: $3,189,809
The petition was signed by Antuan Duong, managing member.
A copy of the Debtor's list of three unsecured creditors is
available for free at:
https://www.pacermonitor.com/view/E4UCM2Q/220_Maryland_Avenue_LLC__dcbke-20-00484__0004.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/EIJJMTY/220_Maryland_Avenue_LLC__dcbke-20-00484__0001.0.pdf?mcid=tGE4TAMA
4 RAVEN COURT: Seeks Approval to Hire Real Estate Broker
--------------------------------------------------------
4 Raven Ct., Corp., seeks approval from the U.S. Bankruptcy Court
for the Southern District of New York to hire Kim Canavan, a real
estate broker at eXp Realty.
The Debtor needs assistance of a real estate broker to market for
sale its real property located at 4 Raven Court, Armonk, N.Y.
eXp Realty will get a 5 percent commission on the purchase price.
Ms. Canavan disclosed in court filings that she is "disinterested"
within the meaning of Section 101(14) of the Bankruptcy Code.
Ms. Canavan can be reached at:
Kim M. Canavan
eXp Realty
150 Motor Parkway, Suite 401
Hauppauge, NY 11788
Mobile: (631) 926-7909
About 4 Raven Court
4 Raven Ct., Corp. filed a voluntary Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 19-23859) on Nov. 4, 2019, listing under $50,000
in assets and liabilities. Judge Robert D. Drain oversees the
case. Todd S. Cushner, Esq., at Cushner & Associates, P.C., served
as the Debtor's legal counsel.
ADAPTHEALTH CORP: S&P Affirms 'B+' ICR on AeroCare Acquisition
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
AdaptHealth Corp. following the company's announcement that it is
acquiring AeroCare Holdings Inc. (AeroCare) for about $2 billion.
The company proposed to issue $500 million senior unsecured notes,
$850 in senior secured debt, and $926 million in equity to
AeroCare's prior owners (including common and preferred components)
to finance the acquisition and to refinance its existing $248
million secured term loan A.
S&P is assigning a 'B' issue-level rating and '5' recovery rating
to the proposed $500 million senior unsecured notes. At the same
time, the rating agency is lowering its rating on the existing $350
million senior unsecured notes to 'B' from 'B+' and recovery rating
to '5' from '4'. The '5' recovery rating on both the proposed and
the existing senior unsecured notes reflects S&P's expectation of
modest (10%-30%; rounded estimate: 15%) recovery in the event of
default. The recovery estimate is down from 45% due to the increase
of the secured debt in the proposed capital structure.
S&P said, "The stable outlook reflects our expectation of fast
deleveraging to 4x-4.5x stemming from enhanced operating
performance and capital expenditure (capex) management leading to
improved margins and cash flow generation in 2022."
"We expect leverage to increase to about 5x in 2021, improving to
4x-4.5x in 2022, as the company continues to expand and realizes
synergies from the merger."
"We believe the combination of AdaptHealth and AeroCare platforms
is complementary and significantly increases AdaptHealth's scale.
The merger will create the second largest medical equipment
provider for use in home settings. We believe that gaining scale is
beneficial in negotiations with payors and may provide the combined
entity with expanded cross selling opportunities. One of the
company's competitive advantages is its technology-driven
infrastructure that, in our view, increases efficiency through
order accuracy, automation of complex processes, and enhancement of
communication with referral sources. The combination with AeroCare
should enable AdaptHealth to further leverage its technology
platform over a greater range of payors and patients. In our
assessment, the footprint of the two companies will not have a
significant number of overlapping locations and the risk of
dis-synergies from the combined referral sources is limited."
"We believe the company should be able to delever quickly after the
acquisition and we view the transaction as neutral for credit
quality. We expect leverage to increase to about 5x in 2021, up
from below 4.0x. We project the company, assuming the preferred
equity issued to Aerocare's current owners will be converted to
common equity shortly after the consummation of the transaction, as
well as continued organic revenue growth and realized synergies,
should be able to reduce leverage to about 4x-4.5x by the end of
2022."
Ongoing acquisition and integration costs may pressure margins in
the coming years. AdapthHealth has been aggressive on the
acquisition front--it completed more than 60 acquisitions since its
inception in 2012. The size of the acquisitions have increased as
characterized by the proposed acquisition of AeroCare, as well as
the acquisitions of Solara and ActivStyle in early July 2020 and
Patient Care Solutions (PCS) from McKesson (HME supplies) in
January 2020.
S&P said, "We expect the company will primarily focus on
integration in 2021 but will resume merger and acquisition activity
in 2022. Since we view acquisition and integration expenses as part
of the company's ongoing business, in our leverage estimates we
incorporate them as part of our EBITDA measure. We estimate
integration charges in 2021 of $20 million-$25 million, subsiding
to about $15 million in 2022. We believe the acquisition strategy
will remain a risk factor to the company's EBITDA margins, and
think there could be downside risk to our forecast if acquisition
activity is materially higher than we currently model. We also
expect future acquisitions to be at least partially funded with
debt, thus keeping leverage in the 4x area."
"A new round of competitive bidding process was postponed to 2024
and we expect a neutral reimbursement environment in the next two
years. At the same time, reimbursement pressure will remain a
long-term risk. Pro forma for the recent acquisitions, AdapthHealth
will derive about 46% of its revenue from Medicare and various
state-based Medicaid programs. Recently the U.S. Centers for
Medicare and Medicaid Services (CMS) announced it will not
introduce a new round of competitive bidding processes until 2024,
changing its earlier plans to introduce such change for certain
supplies starting from 2021."
"Subsequently, we assume the reimbursement environment to remain
stable in the coming years. At the same time, we believe
reimbursement risk will remain a long-term risk consideration, as
Medicare and Medicaid programs seek ways to reduce cost."
"The stable outlook reflects our expectation of rapid deleveraging
to 4x-4.5x, stemming from enhanced operating performance and capex
management leading to improved margins and cash flow generation in
2022."
"We could consider a downgrade if we believe adjusted leverage will
be maintained above 5x."
This could happen if:
-- The company faces integration challenges and fails to the
realize synergies, such that EBITDA margin does not improve above
20% or adjusted free operating cash flow remains at 3% or below in
2022;
-- Adopts an acquisition growth strategy that is more aggressive
than it expects.
S&P said, "Although unlikely over the next 12 months, we could
consider an upgrade if we believe adjusted leverage can be
sustained at 4x or below. In addition, we could consider an upgrade
when the integration of the recent acquisitions is successfully
completed, and we become more certain that the company's expansion
strategy is translated into stronger EBITDA margins and free cash
flow generation."
AKAMAI PHYSICS: Case Summary & 11 Unsecured Creditors
-----------------------------------------------------
Debtor: Akamai Physics, Inc. a New Mexico Corporation
1725 Marquess Street
Las Cruces, NM 88011
Business Description: Akamai Physics --
http://www.akamaiphysicsinc.com-- is a
laser systems development and applied
physics engineering company located in Las
Cruces, New Mexico.
Chapter 11 Petition Date: December 18, 2020
Court: United States Bankruptcy Court
District of New Mexico
Case No.: 20-12297
Judge: Hon. David T. Thuma
Debtor's Counsel: Marcus A. Sedillo, Esq.
GIDDENS & GATTON LAW, P.C.
10400 Academy N.E. Suite 350
Albuquerque, NM 87111
Tel: (505) 271-1053
E-mail: giddens@giddenslaw.com
Total Assets: $30,195
Total Liabilities: $1,136,508
The petition was signed by Allen R. Geiger, CEO.
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/QONUDRA/AKAMAI_PHYSICS_INC_a_New_Mexico__nmbke-20-12297__0001.0.pdf?mcid=tGE4TAMA
ALORICA INC: S&P Raises ICR to 'CCC+' on Refinancing
----------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Alorica Inc.
to 'CCC+' from 'CCC-' and removed the rating from CreditWatch,
where the rating agency had placed it with negative implications.
The outlook is positive. S&P is subsequently withdrawing all
ratings at the company's request.
Alorica Inc. fully repaid its outstanding debt at par plus all
accrued interest through a combination of a new asset-based loan
facility, a first-lien term loan, and preferred equity. This
refinancing--alongside better-than-anticipated operating
performance during the COVID-19 pandemic--has improved the
company's credit measures and liquidity position. Therefore, S&P
revised its assessment of Alorica Inc.'s liquidity to adequate from
weak.
This positive outlook reflects S&P's view of Alorica's improving
credit metrics through better-than-anticipated earnings growth.
S&P believes there remains a high degree of uncertainty about the
evolution of the coronavirus pandemic. Reports that at least one
experimental vaccine is highly effective and might gain initial
approval by the end of the year are promising, but this is merely
the first step toward a return to social and economic normality;
equally critical is the widespread availability of effective
immunization, which could come by the middle of next year.
S&P said, "We use this assumption in assessing the economic and
credit implications associated with the pandemic. As the situation
evolves, we will update our assumptions and estimates accordingly."
ALPHATEC HOLDINGS: Inks Deal to Acquire EOS Imaging
---------------------------------------------------
Alphatec Holdings, Inc. has entered into an agreement to acquire
EOS imaging, SA, for a purchase price of $79.7 million, plus the
retirement debt of $37.2 million, in an all-cash transaction.
"SafeOp has substantiated the value of clinically actionable
information by accelerating product adoption across our portfolio,"
said Pat Miles, chairman and chief executive officer. "Our
original investment thesis for EOS as a solution to better inform
surgery never changed. With this transaction, we take another
major step toward distinguishing ATEC clinical performance with
improved information from diagnosis through follow-up."
EOS imaging is globally recognized for its rapid, low dose,
biplanar full-body imaging and 3D modeling capabilities. EOS
technology informs the entire surgical process by capturing a
calibrated, full-body image in a standing (weight-bearing)
position, enabling precise measurement of anatomical angles and
dimensions. The resulting imaging drives a more accurate
understanding of patient alignment during diagnosis, characterizes
bone quality, elevates the likelihood of surgical goal fulfillment
by integrating a fully informed plan into surgery, and supports a
post-operative assessment against the original surgical plan.
Growth through the monetization of improved outcomes
Uniting ATEC's AlphaInformatiX platform with EOS' technology will
create a platform distinctively equipped to address the
requirements of spine surgery.
* Reduces cost to serve with precise pre-surgical planning that
significantly improves inventory efficiency;
* Facilitates patient-specific implants and expands optionality
with distinctive bone quality measurements that can improve
treatment effectiveness;
* Informs the restoration of alignment with a scientific,
objective, data-driven approach to meet a crucial, unmet need in
spine that is most correlated with long-term successful outcomes;
* Expands ATEC's academic reach through EOS' wealth of
installations in research institutions and influence shaped by over
500 peer-reviewed scientific articles and endorsement by thought
leaders worldwide;
* Provides immediate access to EOS' 380-unit installed base and
expedites ATEC's future ability to enter and penetrate key
international markets.
"EOS is a game-changing technology that has unquestionably improved
the treatment of children, adolescents and adults with spinal
deformity," commented Dr. Chris Shaffrey of Duke Spine Center in
North Carolina.
"ATEC Spine and EOS both believe in the power of information to
improve surgical outcomes," said Mike Lobinsky, chief executive
officer of EOS imaging. "We are pleased to revisit this
transaction and eager to combine the strengths and know-how of our
organizations. I am confident that we will quickly create a highly
differentiated, end-to-end informational offering that will
accelerate growth in the U.S. and pave the way for the future
global growth of our combined entity."
Transaction Terms
Once closed, the transaction is expected to immediately expand
ATEC's revenue base through the addition of EOS's revenue run rate
and the monetization of information through incremental
pull-through and cross-selling opportunities. The Company expects
the acquisition to be accretive to revenue, revenue growth,
adjusted EBITDA and free cash flow in the first full year of
operations following the transaction close.
The Boards of Directors of both ATEC and EOS have approved the
execution of a tender offer agreement, through which ATEC will
launch a cash tender offer for all of the issued and outstanding
shares and convertible notes of EOS imaging for a total purchase
price of $116.9 million.
Under the terms of the Offer, EOS' shareholders would receive
EUR2.45 (or approximately USD $2.99) per EOS share, representing a
premium of 41% to the closing price of EOS shares on Dec. 16,
2020.
Holders of approximately 23% of EOS' outstanding common shares have
entered into agreements to tender into the Offer for cash,
representing approximately EUR EUR15.1 million (or approximately
USD $18.4 million) of the total purchase price.
The Offer will also target all outstanding EOS convertible notes.
The holders of the Notes would receive either EUR EUR7.01 (or
approximately USD $8.55) per EOS OCEANE (including interest due
through May 31, 2021).
The Company expects to file the Offer with the French Financial
Markets Authority (Autorite des marches financiers) in February
2021. The transaction is expected to close in the second quarter
of 2021, subject to customary closing conditions, including
obtaining French regulatory clearance regarding foreign investments
and a favorable opinion of the EOS board of directors based on the
fairness opinion issued by the independent expert appointed by
EOS.
Financing Matters
In connection with the proposed combination, ATEC has arranged a
strategic financing with over $178 million in financing
commitments, including a definitive securities purchase agreement
to raise $138 million in a private placement of common stock at a
price of $11.11 per share. The private placement is being led by
Squadron Capital LLC and supported by a group of new and existing
investors in ATEC, including Perceptive Advisors, Avidity Partners
and First Light Asset Management. The private placement is
expected to close within five business days prior to the filing of
the Offer with the AMF, which is expected to occur in February
2021, subject to the satisfaction of customary closing conditions.
ATEC also entered into a debt exchange agreement and an amendment
to its existing credit agreement with Squadron, which provide for a
reduction to $45 million of the existing $75 million of outstanding
term debt by a conversion of $30 million of debt into shares of
ATEC common stock at a price of $11.11 per share, and an increase
of $15 million in the amount of available revolving financing to
$40 million. Under the terms of the amended credit agreement, the
maturity date on the entire term loan was extended to June 2026,
and the minimum and maximum interest rates were reduced by 1% per
annum from the levels in the existing credit agreement. The other
material terms of the amended credit agreement remain the same as
the existing term loan.
Advisors
Cowen is acting as financial and capital markets advisor to ATEC
and Latham & Watkins LLP is serving as legal counsel for the
acquisition transaction and private placement. Piper Sandler is
acting as financial advisor to EOS imaging and Gide Loyrette Nouel
is serving as legal counsel. Stifel is acting as financial advisor
to Squadron and Reed Smith LLP is serving as legal counsel.
About Alphatec Holdings
Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its
wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp
Surgical, Inc., is a medical device company dedicated to
revolutionizing the approach to spine surgery through clinical
distinction. ATEC architects and commercializes approach-based
technology that integrates seamlessly with the SafeOp Neural
InformatiX System to provide real-time, objective nerve information
that can enhance the safety and reproducibility of spine surgery.
Alphatec reported a net loss of $57 million for the year ended Dec.
31, 2019, compared to a net loss of $28.97 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $154.68
million in total assets, $48.16 million in total current
liabilities, $65.76 million in long-term debt (less current
portion), $56,000 in operating lease liability (less current
portion), $9.04 million in other long-term liabilities, $23.60
million in redeemable preferred stock, and $8.05 million in total
stockholders' equity.
APPLIED DNA: Incurs $13 Million Net Loss in Fiscal 2020
-------------------------------------------------------
Applied DNA Sciences, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$13.03 million on $1.93 million of total revenues for the year
ended Sept. 30, 2020, compared to a net loss of $8.63 million on
$5.39 million of total revenues for the year ended Sept. 30, 2019.
As of Sept. 30, 2020, the Company had $11.34 million in total
assets, $5.63 million in total liabilities, and $5.71 million in
total equity.
Melville, NY-based Marcum LLP, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated Dec. 17,
2020, citing that the Company incurred a net loss of $13,028,904
and generated negative operating cash flow of $11,143,059 for the
fiscal year ended Sept. 30, 2020 and has a working capital
deficiency of $4,811,847. These conditions along with the COVID-19
risks and uncertainties raise substantial doubt about the Company's
ability to continue as a going concern.
Management's Comments
"Our activities in fiscal 2020 were principally devoted to the
establishment of our diagnostic and surveillance testing programs
for COVID-19 and to further positioning our proprietary LinearDNA
manufacturing platform as what we believe to be a cleaner and
higher-performing alternative to traditional vaccine development
technologies in an environment moving at pandemic speeds to bring
efficacious COVID-19 vaccines to market," said Dr. James A.
Hayward, president and CEO, Applied DNA. "With the shutdown in
global supply chains severely affecting the performance of our
supply chain security business, we redirected resources to our
Biotherapeutics and Diagnostics markets: we initiated our own human
and veterinary linear DNA COVID-19 vaccine development programs
with partner Takis Biotech/EvviVax. While having clear public
health goals, these programs also serve to validate our linear DNA
manufacturing platform and its manufacturing advantages over
plasmid DNA production that underpins current vaccine manufacturing
technology; having acquired virus expertise as a result of our
vaccine development work, we launched our Linea™COVID-19 Assay
Kit (the "COVID-19 test") and related testing services as part of a
multi-pronged approach to the pandemic to establish new revenue
streams.
"The result of these efforts was the development of a highly
sensitive, highly specific, EUA-authorized diagnostic test that,
when paired with safeCircle, our pooled surveillance testing
platform, is in the marketplace today as a cost-effective, and
convenient means to help break the chain of virus transmission. We
ended the fiscal year having secured our first customer of size for
our kit, established an initial base of recurring revenue for our
safeCircle platform, and initiated a clinical path for our lead
veterinary vaccine candidate with an end goal of enabling
commercial veterinary sales for domestic felines."
Continued Dr. Hayward, "Our development efforts in fiscal 2020 have
laid the groundwork for multiple inflection points in fiscal 2021.
The sales pipelines for our COVID-19 test and safeCircle offerings
are building. In particular, safeCircle is experiencing resonance
in the marketplace that, together with a recently established
'return-to-work' partnership, enables us to target market niches we
believe we can exploit profitably, such as local governments,
private and enterprise clients, schools, and higher education
athletics departments. We anticipate both offerings to scale up
their contributions to our top-line over the coming quarters."
"Our own human linear DNA COVID-19 vaccine development program has
not progressed as anticipated; however, the preclinical work we
have conducted to date serves as the basis for a veterinary
COVID-19 vaccine candidate that we believe offers a shorter and
less costly regulatory path to commercialization. Domestic cats
are a known virus reservoir and can easily transmit the virus to
other felines. If all trial endpoints are met, we will apply for
conditional licensure from the U.S.D.A., which we project to be in
the latter half of the fiscal year. With about 58 million1 domestic
cats in the U.S. and a likely first-mover advantage, we believe
that a veterinary vaccine could be commercially significant to us
if approved. We would then seek to expand the addressable market
for our veterinary vaccine to include the farmed mink industry
globally that has been ravaged by the virus, resulting in
substantial commercial losses."
"As human COVID-19 vaccines obtain regulatory approval, we believe
they evidence shortcomings in their manufacture and distribution
that we believe are solvable by linear DNA forms of their vaccines.
We believe our LinearDNA platform can produce PCR-based linear DNA
at large scale enzymatically and likely with an improved safety
profile, modify vaccines reliant on plasmids to address mutations
in weeks, not months or years, and offer stability in distribution
that potentially eliminates the need for expensive cold-chain
requirements. This value proposition can benefit not only COVID-19
vaccines but also every nucleic acid-based program under
development today. Concurrently, we see an uptick in contract
research activity for biotherapeutic applications that we take to
reflect the increasing value being placed on linear DNA by drug
developers. Today, we are proud to count leading biotechnology and
pharmaceutical companies working in the field of nucleic acid-based
medicine as contract research customers. As manufacturing and
distribution increasingly become key issues in advancing
nucleic-acid-based therapeutic development pipelines, we expect
that our LinearDNA platform will become increasingly relevant to
existing and prospective customers."
"Finally, we await the return of increased demand patterns in our
supply chain security market. The need for brand assurance and
supply chain integrity remains as evidenced by our new supply
agreement for our CertainT platform with Pillar Technologies as it
relates to the authenticity of personal protective equipment being
consumed by our front-line healthcare workers, and by Nutrition21
who has transitioned its portfolio of IP-protected ingredients to
CertainT. We remain cautiously optimistic on the prospects in this
business in the new fiscal year," concluded Dr. Hayward.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/744452/000110465920136828/tm2037742d1_10k.htm
About Applied DNA
Applied DNA -- http//www.adnas.com -- is a provider of molecular
technologies that enable supply chain security, anti-counterfeiting
and anti-theft technology, product genotyping, and pre-clinical
nucleic acid-based therapeutic drug candidates. Applied DNA makes
life real and safe by providing innovative, molecular-based
technology solutions and services that can help protect products,
brands, entire supply chains, and intellectual property of
companies, governments and consumers from theft, counterfeiting,
fraud and diversion.
AQUA SHIELD: Seeks to Hire Law Offices of Alla Kachan as Counsel
----------------------------------------------------------------
Aqua Shield, Inc., seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire the Law Offices of
Alla Kachan, P.C. as its legal counsel.
The firm's services will include:
a. assisting Debtor in administering its Chapter 11 case;
b. filing motions;
c. representing Debtor in adversary proceedings to collect
assets of the estate;
d. taking the necessary steps to marshal and protect the
estate's assets;
e. negotiating with creditors in formulating a plan of
reorganization;
f. drafting and prosecuting the confirmation of Debtor's plan
of reorganization; and
g. other legal services related to the case.
The firm's attorneys will be paid at the rate of $475 per hour.
The rate for clerks and paraprofessionals is $250 per hour.
The Debtor paid the firm an initial retainer of $15,000.
Alla Kachan is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, according to court filings.
The firm can be reached through:
Alla Kachan, Esq.
Law Offices of Alla Kachan, P.C.
3099 Coney Island Avenue
Brooklyn, NY 11235
Tel: (718) 513-3145
Email: alla@kachanlaw.com
About Aqua Shield
Aqua Shield, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-73191) on Oct. 16,
2020. The case was eventually transferred to the appropriate
office under Case No. 20-43635. Judge Nancy Lord oversees the
case.
At the time of the filing, the Debtor had estimated assets of
between $100,001 and $500,000 and liabilities of between $500,001
and $1 million.
The Debtor is represented by the Law Offices of Alla Kachan, P.C.
ARCHROCK INC: S&P Affirms 'B+' Rating on Senior Unsecured Debt
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issue-level rating on Archrock
Inc.'s senior unsecured debt, which the company is proposing to
upsize. The recovery rating remains '4', indicating its expectation
of average (30%-50%; rounded estimate: 45%) recovery of principal
in the event of a payment default. The company intends to use the
net proceeds from the planned $250 million add-on to its 2028 notes
for general corporate purposes, including to pay off current
balances on its credit facility. S&P expects the transaction to be
leverage neutral and continue to expect Archrock's leverage to rise
to about 4.75x in 2021. The borrower of the debt is Archrock
Partners L.P.
S&P said, "Our 'B+' issuer credit rating on Archrock reflects our
assessments of its business risk profile as weak and its financial
risk profile as aggressive. The stable outlook reflects our
expectation for S&P Global Ratings-adjusted debt to EBITDA of 4x-5x
over the next two years."
Issue Ratings--Recovery Analysis
S&P's 'B+' issue-level rating on Archrock's senior unsecured debt
is unchanged. The recovery rating is '4', indicating average
(30%-50%; rounded estimate: 45%) recovery in the event of a payment
default.
Key analytical factors:
-- S&P's simulated default scenario contemplates a default in
2024, arising from prolonged poor demand that results in reduced
revenue as customers cannot meet their contractual agreements and
do not renew existing contracts. This could result from extended
weak demand for natural gas, exacerbated by excess equipment
capacity in the market.
-- S&P's analysis also assumes a standard 60% draw on the
partnership's $1.25 billion asset-based credit facility.
Simulated default assumptions:
-- Estimated emergence EBITDA: $207 million
-- Multiple: 7x
-- Gross enterprise value: $1.45 billion
Simplified waterfall:
-- Net enterprise value (after 5% administrative costs): $1.38
billion
-- Secured first-lien debt claims: About $770 million
-- Total value available to unsecured claims: About $608 million
-- Senior unsecured debt: About $1.29 billion
-- Recovery rating: '4' (rounded estimate: 45%)
All debt amounts include six months' prepetition interest.
ASCENT RESOURCES: S&P Rates New $300MM Senior Unsecured Notes 'B-'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to
U.S.-based exploration and production company Ascent Resources
Utica Holdings LLC's (ARUH) new $300 million senior unsecured notes
due 2028 issued together with its subsidiary, ARU Finance Corp.
Ascent intends to use note proceeds to pay down a portion of the
outstanding borrowings under its revolving credit facility.
S&P said, "The recovery rating on the new notes is '3', indicating
our expectation of substantial (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. We are also lowering
our issue-level ratings on all the company's senior unsecured notes
to 'B-' from 'B' and revising the recovery ratings to '3' from
'2'."
"The rating actions reflect lower recovery prospects for senior
unsecured noteholders under our recovery assumptions, primarily due
to a higher amount of unsecured debt outstanding. Based on an
updated PV-10 reserve valuation of the company's reserves as of
Sept. 30, 2020, we deem the recovery prospects for the senior
unsecured debt to be meaningful rather than our previous assessment
of substantial."
Proceeds from the transaction will repay a portion of the
outstanding borrowings under the company's reserve-based lending
facility (RBL), thereby bolstering liquidity. Pro forma for the
transaction, the company will have about $959 million drawn on its
$1.85 billion RBL due 2024, with revolver availability of about
$736 million after consideration of letters of credit.
Issue Ratings - Recovery Analysis
Key analytical factors:
-- S&P's simulated default scenario for ARUH assumes a sustained
period of low commodity prices, consistent with the conditions of
past defaults in this sector.
-- S&P based its valuation of the company's reserves on a
company-provided PV10 report as of Sept. 30, 2020, using the rating
agency's recovery price deck assumptions of $50 per barrel for West
Texas Intermediate crude oil and $2.50 per mmBtu for Henry Hub
natural gas. S&P has capped the PV-10 value such that proved
undeveloped reserves (PUDs) do not represent more than 25% of the
total."
-- S&P's analysis incorporates the lender commitments of $1.850
billion on the company's senior secured reserve-based loan facility
due 2024. S&P assumes the company will use its revolving credit
facility before default (pro forma for the outstanding letters of
credit), which is consistent with the rating agency's recovery
criteria.
-- S&P assumes the $8 million of outstanding convertible notes at
the operating company level are pari passu with unsecured creditors
at ARU Holdings level. These notes are unsecured, and not
guaranteed, but they are lower in the structure and closer to the
assets.
Simulated default assumptions:
-- Simulated year of default: 2022
Simplified waterfall:
-- Net enterprise value (after 5% in administrative costs): $3.16
billion
-- Secured first-lien debt: $1.76 billion
-- Recovery expectation: Not applicable
-- Total value available to lower priority claims: $1.4 billion
-- Second-lien term loan: $568 million
-- Recovery expectations: Above 90%
-- Total value available to senior unsecured debt: $832 million
-- Senior unsecured debt: $1.3 billion
-- Recovery expectation: 50% to 70% (rounded estimate: 60%)
Note: All debt amounts include six months of prepetition interest.
S&P said, "Our issuer credit rating on ARUH remains 'B-', with a
stable outlook. We view the proposed notes issuance as a positive
credit factor, but not material enough to affect our issuer credit
rating on ARUH. Our rating on ARUH continues to reflect its large
proved reserve base and production in the most prolific natural gas
basin in the U.S., offset by our view of the company's financial
policy."
ATLANTIC STREET: Seeks to Hire J. Scott Logan as Legal Counsel
--------------------------------------------------------------
Atlantic Street Properties, LLC, seeks approval from the U.S.
Bankruptcy Court for the District of Maine to hire the Law Offices
of J. Scott Logan, LLC, as its legal counsel.
The firm will advise the Debtor regarding its duties under the
Bankruptcy Code and will provide other legal services in connection
with its Chapter 11 case.
The firm's services will be provided mainly by J. Scott Logan,
Esq., who will be paid at the rate of $225 per hour. The retainer
fee is $6,500.
Mr. Logan and his firm do not hold any interest adverse to the
Debtor's bankruptcy estate, according to court filings.
The firm can be reached through:
J. Scott Logan, Esq.
Law Offices of J. Scott Logan, LLC
75 Pearl Street, Ste. 211
Portland, Maine 04101
Phone: (207)699-1314
Email: scott@southernmainebankruptcy.com
About Atlantic Street Properties
Atlantic Street Properties, LLC, is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a
multi-unit property located at 90 Atlantic St., Portland, Maine,
having an expert valuation of $1.222 million.
Atlantic Street sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Maine Case No. 20-20444) on Dec. 8,
2020. At the time of the filing, the Debtor disclosed $1.223
million in assets and $782,756 in liabilities.
Judge Michael A. Fagone oversees the case. Law Offices of J. Scott
Logan, LLC is the Debtor's legal counsel.
ATS AUTOMATION: S&P Affirms 'BB' ICR, Rates Unsecured Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating (ICR) on
Ontario-based ATS Automation Tooling Systems Inc. At the same time,
S&P assigned its 'B+' issue-level rating and '6' recovery rating to
ATS' proposed senior unsecured notes.
The stable outlook primarily reflects S&P Global Ratings'
expectation that ATS will generate growth in earnings and cash flow
beyond 2021, with positive free operating cash flow (FOCF) and
adjusted FFO to debt in the 30%-45% range.
S&P expects ATS' credit measures will materially improve beyond
fiscal 2021 and remain commensurate with the rating despite the
increase in acquisition-related debt.
S&P said, "ATS' financial results through fiscal 2021 are trending
better than our previous assumptions. The effect of the COVID-19
pandemic on the company's operating results was less than we had
envisioned, and bookings and backlog improved in the latest
quarter. The company's life sciences segment, the largest share of
consolidated revenue, has notably demonstrated resilience amid
sharply weaker economic conditions. We continue to expect lower
year-over-year earnings and cash flow generation, but to a modest
extent, and for the company to generate positive cash flow. In our
view, the improved outlook for operating results mitigates the
effect of higher-than-expected debt on credit measures. Our
estimate for FFO to debt in the low-20% area this year, with
improvement thereafter, remains intact and commensurate with the
rating."
"The company recently announced its intention to acquire CFT
S.p.A., an Italian-based global supplier to the food and beverage
equipment market, for about C$260 million. We assume ATS will
deploy about C$160 million in cash and about C$90 million in debt
to acquire CFT, with closing expected later this fiscal year
(ending March 31, 2021). The acquisition will expand the company's
operations into the food and beverage segment, and provide
opportunities for cost synergies. On a stand-alone basis, the
enterprise value multiple is about 9.5x."
"ATS has maintained a financial profile for the past several years
that is strong for the current rating, with the expectation for
growth through acquisitions. The proposed acquisition of CFT is
larger than we assumed in our previous forecast, but not to an
extent that pressures the rating. The increase in debt contributes
to weaker year-over-year credit measures in fiscal 2021, but we
continue to expect steady growth in earnings and cash flow beyond
this year. In addition, we forecast positive FOCF over the next
several years should provide financial flexibility. We estimate a
rebound in ATS' FFO-to-debt ratio from the low-20% area at fiscal
year-end 2021 to the 30%-45% range over the next several years."
"Acquisitions are likely to continue, but we believe ATS can
achieve its growth objectives without materially weakening its
balance sheet."
"Our rating on ATS incorporates the potential for future
acquisitions, which we continue to estimate at about C$100 million
annually. We believe the company will continue to grow from future
investments, but not to an extent that keeps credit ratios at or
below estimated fiscal 2021 levels for a sustained period. The
company has been patient with acquisitions in the past, with a
multi-year period of low leverage (adjusted debt to EBITDA averaged
1.2x from fiscal years 2015 to 2020). While the size of future
acquisitions could exceed our estimates, we do not expect they
would lead to sustainably higher leverage."
"Our ICR on ATS incorporates the company's large installed base of
automation systems globally, with recurring revenue from a
long-standing customer base and services business. It also reflects
ATS' limited product diversity, with about 80% of revenue in fiscal
2020 derived from the company's life sciences (over 50%) and
transportation divisions. Moreover, ATS is a small-scale
manufacturer relative to the broader capital goods industry. We
believe the global automation market within which ATS competes is
highly fragmented and competitive, which limits material upside to
its product pricing."
The proposed notes issuance will extend the company's maturity
profile.
S&P said, "We assigned a 'B+' issue-level rating and '6' recovery
rating to the company's proposed US$300 million senior unsecured
notes. A '6' recovery rating indicates negligible (0%-10%; rounded
estimate: 0%) recovery in a simulated default scenario. We believe
proceeds from the issuance will be used to redeem the company's
US$250 million senior unsecured notes due 2023, and increase cash
available to fund the CFT acquisition. We acknowledge the potential
for the issuance to exceed US$300 million (potentially by up to
US$50 million), but do not expect this will affect our ICR on the
company (since we net cash to calculate adjusted debt) or the
issue-level rating on the debt. The incremental debt is not viewed
as material to the company's prospective leverage and coverage
ratios. Our issue-level rating of 'B+' is two notches below our ICR
on ATS (consistent with the notes being redeemed), and this mainly
reflects the relatively large amount of priority-ranking revolver
debt that we assume is 85% drawn in our recovery analysis."
"The stable outlook reflects S&P Global Ratings' expectation that
ATS will generate positive organic growth beyond fiscal 2021 while
modestly expanding adjusted EBITDA margins. The outlook also
incorporates our expectation for adjusted FFO to debt of 30%-45%
beyond fiscal 2021."
"We could lower the ratings within the next 12 months if operating
performance were to deteriorate significantly, contributing to
weaker EBITDA margins and cash flow generation. We could also lower
the ratings if ATS pursues a more aggressive financial policy,
possibly through debt-funded acquisitions, resulting in our
expectation of a sustained adjusted FFO-to-debt ratio approaching
20% beyond fiscal 2021."
"We could raise our ratings on ATS within the next 12 months if the
company's competitive position improves. Specifically, if ATS were
to increase its scale, most likely through an acquisition that we
believe would contribute to stronger profitability characteristics.
An upgrade could also occur if we expect ATS to sustain an adjusted
FFO-to-debt ratio above 45%, which could result from a reduced
likelihood for material acquisitions, share repurchases, or
distributions."
AXIA REALTY: Seeks to Hire Vernon Consulting as Financial Advisor
-----------------------------------------------------------------
Axia Realty, LLC seeks approval from the U.S. Bankruptcy Court for
the Southern District of New York to employ Vernon Consulting Inc.
as financial advisor and accountant.
The firm's services will include:
(a) Accounting services to accurately prepare or amend
bankruptcy schedules, financial statements and reports required by
the Chapter 11 process;
(b) Preparation of monthly operating reports in the format
required by the Office of the United States Trustee;
(c) Preparation of forecasts, projections and cash flow
reports requested by lenders, creditors, prospective investors or
in conjunction with a proposed plan of reorganization;
(d) Assistance in the preparation of motions;
(e) Preparation of monthly report showing actual cash receipts
and disbursements against the debtor-in-possession budget;
(f) Assistance in developing strategies for negotiating with
vendors and creditors; and
(g) Financial advisory services in connection with any
contemplated sale of assets, reorganization or liquidation under
the Bankruptcy Code as needed.
The hourly rates charged by Vernon Consulting for professional
services are:
Managing Directors $425
Directors $350
Senior Managing Consultants $300
Analysts and Staff $150
Laura Patt, managing director at Vernon Consulting, disclosed in
court filings that the firm is a "disinterested person" within the
meaning of section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Laura W. Patt
Vernon Consulting Inc.
344 East 65th Street
New York, NY 10065
Telephone: (917) 822-7578
About Axia Realty
New York-based Axia Realty, LLC filed a Chapter 11 petition (Bankr.
S.D.N.Y. Case No. 20-12511) on Oct. 26, 2020. Antonia Milonas,
manager, signed the petition. In its petition, the Debtor disclosed
$45,750,000 in assets and $9,197,428 in liabilities.
Judge Martin Glenn presides over the case.
The Debtor tapped Tarter Krinsky & Drogin LLP as bankruptcy counsel
and Vernon Consulting Inc. as financial advisor and accountant.
BENNETT ENTERPRISES: Case Summary & 3 Unsecured Creditors
---------------------------------------------------------
Debtor: Bennett Enterprises, Inc.
FDBA La Costa Lounge and Deck Bar
FDBA Coast Motel
FDBA LaCosta Package Goods
FDBA Casino Steaks and Pizzeria
4000 Landis Avenue
Sea Isle City, NJ 08243
Business Description: Bennett Enterprises Inc. is a privately
held company that operates in the traveler
accommodation industry.
Chapter 11 Petition Date: December 19, 2020
Court: United States Bankruptcy Court
District of New Jersey
Case No.: 20-23761
Debtor's Counsel: Ira R. Deiches, Esq.
DEICHES & FERSCHMANN, A PROFESSIONAL CORPORATION
25 Wilkins Avenue
Haddonfield, NJ 08033
Tel: 856-428-9696
Fax: 856-795-6983
Email: ideiches@deicheslaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by James Bennett, president.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/I2Q7ZZQ/Bennett_Enterprises_Inc__njbke-20-23761__0001.0.pdf?mcid=tGE4TAMA
BLACKJEWEL LLC: INIC Has Issues With Liquidation Analysis
---------------------------------------------------------
Indemnity National Insurance Company ("INIC") objects to the First
Amended Disclosure Statement and First Amended Joint Chapter 11
Plan of Liquidation for Blackjewel L.L.C. and Its Affiliated
Debtors.
INIC states that it filed a timely administrative expense claim for
those claims arising prior to October 14, 2019 at Docket No. 1343.
INIC does not agree to any treatment other than that expressly
provided for in section 1129(a)(9). Because INIC does not consent,
the Plan cannot be confirmed because INIC is not being paid in full
upon confirmation.
INIC claims that the Debtors' liquidation analysis incorrectly
assumes that the recovery on preference claims would be identical
under both the confirmed Plan and in a chapter 7 case. Neither the
liquidation documents, nor the solicitation documents provide any
information regarding the value of the released avoidance actions
or explain why that value would not be realized in a hypothetical
chapter 7.
INIC points out that the Debtors' Plan is predicated, in part, on
the formation and funding of a Reclamation Trust to address its
remaining mining permits and associated liabilities. The proposed
funding and operation of the Reclamation Trust, and therefore the
Plan, is contrary to law and is not feasible.
INIC asserts that the inclusion of improper releases and/or
exculpations precludes confirmation of a plan pursuant to sections
1129(a)(1) and/or 1129(a)(3) of the Bankruptcy Code. As set forth
below, the proposed releases and exculpations do not satisfy the
requisite standards and the Plan cannot be confirmed unless these
provisions are excised.
INIC further asserts that the Plan seeks to sway the votes of
unsecured creditors with potential preference liability in exchange
for a release of that liability, even though the Debtors have
already hired avoidance action counsel and settled with certain of
those claimants.
A full-text copy of the INIC's objection to the Amended Plan and
Disclosure Statement dated December 10, 2020, is available at
https://bit.ly/3ap8cFK from PacerMonitor.com at no charge.
Counsel for Indemnity National:
Stephen L. Thompson
BARTH & THOMPSON
P.O. Box 129
Charleston, West Virginia 25321
Telephone: (304) 342-7111
Facsimile: (304) 342-6215
E-mail: sthompson@barth-thompson.com
- and -
Daniel I. Waxman
KEWA Financial Inc.
340 S. Broadway, Suite 100
Lexington, Kentucky 40508
Telephone: (859) 233-0352
E-mail: diw@kewafinancial.com
About Blackjewel LLC
Blackjewel L.L.C.'s core business is mining and processing
metallurgical, thermal and other specialty and industrial coals.
Blackjewel operates 32 properties, including surface and
underground coal mines, preparation or wash plants, and loadouts or
tipples. Combined, Blackjewel and its affiliates hold more than 500
mining permits. Operations are located in the Central Appalachian
Basin in Virginia, Kentucky and West Virginia and the Powder River
Basin in Wyoming.
Blackjewel L.L.C. and four affiliates filed voluntary petitions
seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.
W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was
estimated to have $100 million to $500 million in asset and $500
million to $1 billion in liabilities as of the bankruptcy filing.
The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy
counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI
Consulting Inc. as financial advisor; Jefferies LLC as investment
banker; and Prime Clerk LLC as the claims agent.
The Office of the U.S. Trustee on July 3, 2019, appointed five
creditors to serve on an official committee of unsecured creditors.
Whiteford Taylor & Preston LLP is the Committee's counsel.
BLESSINGS INC: Gets Court OK to Hire Real Estate Broker
-------------------------------------------------------
Blessings, Inc., received approval from the U.S. Bankruptcy Court
for the District of Arizona to hire Rob Glaser, a real estate
broker at PICOR Commercial Real Estate Services.
The Debtor needs the services of a real estate broker to sell its
property located at 1045 South Highland Ave., Tucson, Ariz.
The property is a 27,404-square-foot refrigerated warehouse, which
is being used to process food products, and an adjacent parking
lot. The Debtor wants the property sold for $2.095 million.
The broker will get 6 percent of the gross selling price.
Mr. Glaser is "disinterested" within the meaning of Section 101(14)
of the Bankruptcy Code, according to court filings.
Mr. Glaser can be reached at:
Rob Glaser
PICOR Commercial Real Estate Services
1100 N. Wilmot, Suite 200
Tucson, AZ 85712
Tel: +1 520 748 7100
Fax: +1 520 546 2799
About Blessings Inc.
Blessings, Inc. filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on
Sept. 24, 2020. The petition was signed by David Mayorquin,
president and chief executive officer. At the time of filing, the
Debtor disclosed $3,889,514 in assets and $6,770,256 in
liabilities.
Judge Scott H. Gan oversees the case.
Smith & Smith PLLC and Lang & Klain, P.C., serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
BOY SCOUTS: Committee Retains Rock Creek as Financial Advisor
-------------------------------------------------------------
The Official Committee of Tort Claimant of Boy Scouts of America
and Delaware BSA, LLC, and its debtor-affiliates seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Rock Creek Advisors LLC, as pension financial
advisor to Tort Claimants' Committee.
The Tort Claimants' Committee requires Rock Creek to provide
assistance with respect to all aspects of the Boy Scouts of
America's pension and Other Post-Employment Benefit ("OPEB") plan
issues, including but not limited to: analysis of ERISA controlled
group liability issues, analysis of any defined benefit pension
plan termination, distress or involuntary, direct or indirect
interaction with counter-parties, other creditors, lenders,
regulatory entities, etc., about all pension and OPEB issues, and
other pension financial advisory services to the Tort Claimants'
Committee as may be necessary in this Case.
Rock Creek will be paid at these hourly rates:
John L. Spencer III $950
Timothy P. Peach $650
James Gansman $650
Heidi Lipton $300
Rock Creek will also be reimbursed for reasonable out-of-pocket
expenses incurred.
John L. Spencer III, a managing director of Rock Creek Advisors,
assured the Court that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and (a)
is not creditors, equity security holders or insiders of the
Debtors; (b) has not been, within two years before the date of the
filing of the Debtors' chapter 11 petition, directors, officers or
employees of the Debtors; and (c) does not have an interest
materially adverse to the interest of the estate or of any class of
creditors or equity security holders, by reason of any direct or
indirect relationship to, connection with, or interest in, the
Debtors, or for any other reason.
Rock Creek can be reached at:
John L. Spencer III
Rock Creek Advisors LLC
555 Fifth Avenue, 14th Floor
New York, NY 10017
Tel: (201) 315-2521
About Boy Scouts of America
and Delaware BSA, LLC
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets at least $500 million in liabilities as of the
bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
Alvarez & Marsal North America, LLC as financial advisor, and JLL
Valuation & Advisory Services, LLC as appraiser and valuation
services provider. Omni Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BRIAN P. RUSH: 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
Brian P. Rush P.A., according to court dockets.
About Brian P. Rush P.A.
Brian P. Rush, P.A. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-08442) on Nov. 13,
2020, listing under $1 million in both assets and liabilities.
Judge Catherine Peek McEwen oversees the case. David W. Steen,
Esq., of David W. Steen, P.A. serves as the Debtor's counsel.
BUENA PARK: Seeks to Hire Corcovelos Law as Counsel
---------------------------------------------------
Buena Park Drive LLC seeks authority from the U.S. Bankruptcy Court
for the Central District of California to employ Corcovelos Law
Group, as counsel to the Debtor.
Buena Park requires Corcovelos Law to:
a. advise the Debtor on the requirements of the Bankruptcy
Code, the Federal Rules of Bankruptcy Procedure, the Local
Bankruptcy Rules, and the requirements of the United States
Trustee pertaining to the administration of the Debtor's
estate (the "Estate");
b. prepare motions, applications, answers, orders, memoranda,
reports, and papers, etc., in connection with the
administration of the Estate;
c. consult with and advise the Debtor in the creation of a
Plan of Reorganization and prepare and draft a Plan of
Reorganization and Disclosure Statement, or such other
appropriate pleadings and applications, which may include
refinance of debt, or sale of assets; etc., in connection
with the administration of the Estate;
d. protect and preserve the estate by prosecuting and
defend actions commenced by or against the Debtor and
analyzing, and preparing necessary objections to, proofs of
claim filed against the Estate;
e. investigate and prosecute preference, fraudulent transfer,
and other actions arising under the Debtor's avoiding
powers; and
f. render such other advice and services as the Debtor may
require in connection with the Case.
Corcovelos Law will be paid at these hourly rates:
Attorneys $300 to $450
Paralegals $200
Upon the commencement of bankruptcy case, Corcovelos Law received
from non-Debtor funds of $13,500 as a retainer against future fees
and expenses, plus the filing fee and costs of $1,717.
Corcovelos Law will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Thomas Corcovelos, a partner of Corcovelos Law Group, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtor and its estates.
Corcovelos Law can be reached at:
Thomas Corcovelos, Esq.
CORCOVELOS LAW GROUP
1001 Sixth Street, Suite 150
Manhattan Beach, CA 90266-6750
Telephone: (310) 374-0116
Facsimile: (310) 318-3832
E-mail: corforlaw@corforlaw.com
About Buena Park Drive
Buena Park Drive LLC, based in Studio City, CA, filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-12046) on Nov. 14, 2020. In
the petition signed by Justin Williams, managing member, the Debtor
was estimated to have $1 million to $10 million in both assets and
liabilities. The Hon. Victoria S. Kaufman oversees the case.
CORCOVELOS LAW GROUP, serves as bankruptcy counsel to the Debtor.
BURNS ASSET: Seeks Approval to Hire Bankruptcy Attorney
-------------------------------------------------------
Burns Asset Management, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
employ Danny Bradford, Esq., of Bradford Law Offices, to handle its
Chapter 11 case.
The firm's hourly rates are:
Attorney time outside court $400
Attorney time in court $400
Paralegal time $175
The Debtor agrees to make initial deposit in the amount of $6,578
upon the execution of the agreement with Mr. Bradford and will make
subsequent deposits of $2,000 per month, with the first such
payment due on Feb. 1, 2021.
Mr. Bradford disclosed in court filings that he is a disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The attorney can be reached at:
Danny Bradford, Esq.
Bradford Law Offices
455 Swiftside Drive, Suite 106
Cary, NC 27518-7198
Telephone: (919) 758-8879
Email: Dbradford@bradford-law.com
About Burns Asset Management
Burns Asset Management filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
20-03888) on Dec. 14, 2020. Burns Asset President James Jerald
Burns signed the petition.
At the time of the filing, the Debtor disclosed assets of between
$500,001 and $1 million and liabilities of the same range.
Judge Stephani W. Humrickhouse oversees the case.
Danny Bradford of Bradford Law Offices serves as the Debtor's legal
counsel.
CAN B CORP: Issues $2.8 Million Convertible Promissory Notes
------------------------------------------------------------
Can B Corp. closed the transactions contemplated by a securities
purchase agreement dated Dec. 10, 2020, entered into with a group
of institutional investors for the sale of convertible promissory
notes. Pursuant to the Purchase Agreement, the Company issued
Original Issue Discount Senior Secured Convertible Promissory Notes
with the aggregate principal amount of $2,777,778 and warrants to
purchase up to an aggregate of 3,557,605 shares of the Company's
common stock to the Investors and entered into a Security
Agreement, an Intellectual Property Security Agreement, a
Registration Rights Agreement, and a Holding Escrow Agreement.
The Investors purchased the Notes, Warrants, and an aggregate of
409,437 commitment shares of the Company's common stock for a total
purchase price equal to $2,500,000.
The Company has used a portion of the Purchase Price to fully repay
its loans from FirstFire Global Opportunities Fund LLC, EMA
Financial LLC, Labrys Fund LP, and Eagle Equities LLC and to repay
its Economic Injury Disaster Loan from the U.S. Small Business
Administration. The Company also agreed that $197,000 of the
Purchase Price will be held in escrow until such time as all or any
portion of the Paycheck Protection Program loan received by the
Company is forgiven.
The Notes accrue interest at a rate of 12% per annum, and this
interest is payable quarterly in cash or shares (subject to certain
conditions) beginning on Jan. 1, 2021. The Notes mature on Sept.
10, 2021. The Company's obligations under the Notes are secured by
all of the assets, including intellectual property, of the Company
and its subsidiaries. The Company's obligations under the Notes
are also guaranteed by the Company's subsidiaries, Duramed Inc.,
DuramedNJ LLC, Radical Tactical LLC, Pure Health Products, LLC, NY
Hemp Depot LLC, and Green Grow Farms, Inc.
The Notes are convertible into common shares of the Company at a
rate equal to $0.39 per share. The conversion price of the Notes
may be adjusted upon the occurrence of certain events and may be
declared immediately due and payable by the Investors in the event
the Company defaults on any terms of the Notes or the other
Transaction Documents. The Notes contain provisions limiting each
Investor's ability to convert any portion of its Note if such
conversion would cause the Investor's holdings in the Company to
exceed 4.99% of the Company's issued and outstanding shares of
common stock, which limit may be waived but under no circumstances
may any Investor convert any portion of a Note that would cause the
Investor's holdings to exceed 9.99% of the Company's issued and
outstanding shares of common stock. The Company also agreed to
register shares converted by Investors under one or more
registration statements filed with the Securities and Exchange
Commission.
The Warrants are exercisable at a price of $0.45 per share or via
cashless exercise in the event that the warrants are not registered
within 180 days. The Warrants terminate on Dec. 10, 2023. The
Warrants contain provisions limiting each Investor's ability to
exercise the Warrants if such exercise would cause the Investor's
holdings in the Company to exceed 4.99% of the Company's issued and
outstanding shares of common stock, which limit may be waived but
under no circumstances may any Investor exercise any Warrants that
would cause the Investor's holdings to exceed 9.99% of the
Company's issued and outstanding shares of common stock.
The Transaction Documents and Guaranty contain other covenants and
restrictions common with this type of transaction, including but
not limited to, true-up, anti-dilution, most favored nation and
future participation clauses.
About Can B Corp
Headquartered in Hicksville New York, Canbiola, Inc. (now known as
Can B Corp) -- http://www.canbiola.com-- develops, produces, and
sells products and delivery devices containing CBD. Cannabidiol
("CBD") is one of nearly 85 naturally occurring compounds
(cannabinoids) found in industrial hemp (it is also contained in
marijuana). The Company's products contain CBD derived from Hemp
and include products such as oils, creams, moisturizers, isolate,
and gel caps. In addition to offering white labeled products,
Canbiola has developed its own line of proprietary products, as
well as seeking synergistic value through acquisitions of products
and brands in the Hemp industry.
Can B Corp. reported a loss and comprehensive loss of $4.59 million
for the year ended Dec. 31, 2019, compared to a loss and
comprehensive loss of $4.11 million for the year ended Dec. 31,
2018. As of Sept. 30, 2020, the Company had $6.27 million in total
assets, $2.47 million in total liabilities, and $3.81 million in
total stockholders' equity.
BMKR, LLP, in Hauppauge, NY, the Company's auditor since 2014,
issued a "going concern" qualification in its report dated March
26, 2020 citing that the Company incurred a net loss of $4,592,470
during the year ended Dec. 31, 2019, and as of that date, had an
accumulated deficit of $23,361,223. The Company is in arrears on
accounts with certain vendor creditors which, among other things,
cause the balances to become due on demand. The Company is not
aware of any alternate sources of capital to meet such demands, if
made. The auditor said the Company's significant operating losses
raise substantial doubt about its ability to continue as a going
concern.
CBL & ASSOCIATES: Committee Taps AlixPartners as Financial Advisor
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of CBL & Associates Properties, Inc. and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Southern District of Texas to employ AlixPartners, LLP as its
financial advisor.
AlixPartners is expected to perform these services:
(a) Review and evaluate the Debtors' current financial
condition, business plans and financial forecasts, and periodically
report to the committee;
(b) Review the Debtors' cash management, tax sharing and
intercompany accounting systems, practices and procedures;
(c) Review and investigate related party transactions and
selected other pre-bankruptcy transactions;
(d) Identify or review potential preference payments,
fraudulent conveyances and other causes of action that the Debtors'
estates may hold against third parties;
(e) Analyze the Debtors' assets and claims and assess
potential recoveries to the various creditor constituencies under
different scenarios;
(f) Evaluate any proposed sale process and related bids and
participate in auction or meetings with bidders;
(g) Assist in the development or review of the Debtors' plan
of reorganization and disclosure statement;
(h) Review and evaluate court motions filed or to be filed by
the Debtors or any other party;
(i) Render expert testimony and litigation support services as
requested from time to time by the committee and its counsel;
(h) Attend committee meetings and court hearings;
(i) Assist with such other matters as may be requested that
fall within AlixPartners' expertise and that are mutually
agreeable.
AlixPartners' standard hourly rates for 2020 are:
Managing Director $1,000 – $1,195
Director $800 – $950
Senior Vice President $645 – $735
Vice President $470 – $630
Consultant $175 – $465
Paraprofessional $295 – $315
Effective Jan. 1, 2021, AlixPartners' standard hourly rates will
be:
Managing Director $1,030 – $1,295
Director $825 – $980
Senior Vice President $665 – $755
Vice President $485 – $650
Consultant $180 – $480
Paraprofessional $305 – $325
In addition, AlixPartners will seek reimbursement for work-related
expenses incurred.
David MacGreevey, a managing director at AlixPartners, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David MacGreevey
AlixPartners, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Telephone: (212) 490-2500
Facsimile: (212) 490-1344
About CBL & Associates Properties
CBL & Associates Properties, Inc. -- http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and eight properties
managed for third parties.
CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the Bankruptcy Code in Houston on Nov. 1, 2020 (Bankr. S.D.
Texas Lead Case No. 20-35226).
The Debtors tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC as financial advisor. Epiq Corporate
Restructuring, LLC, is the claims agent.
On Nov. 13, 2020, the Office of the U.S. Trustee appointed the
official committee of unsecured creditors. The committee tapped
McDermott Will & Emery LLP as its legal counsel and AlixPartners,
LLP as its financial advisor.
CBL & ASSOCIATES: Mcdermott Represents Litigation Claimants
-----------------------------------------------------------
In the Chapter 11 cases of CBL & Associates Properties, Inc., et
al., the law firm of Mcdermott Will & Emery LLP submitted a
verified statement under Rule 2019 of the Federal Rules of
Bankruptcy Procedure, to disclose that it is representing the
Official Committee of Unsecured Creditors.
On November 13, 2020, pursuant to section 1102 of title 11 of the
United States Code, the Acting United States Trustee for the
Southern District of Texas appointed the following entities as
members of the Committee: (a) Delaware Trust Company, successor
indenture trustee to the 5.25% Senior Notes due 2023, the 4.600%
Senior Notes due 2024, and the 5.950% Senior Notes due 2026; (b)
ERMC, LLC; and (c) SecurAmerica, LLC [ECF No. 204]. On November 17,
2020 the Committee selected McDermott Will & Emery LLP to serve as
its counsel in connection with the Chapter 11 Cases.
The Committee members hold unsecured claims against the Debtors'
estates arising from a variety of obligations, transactions, and
relationships.
As of Dec. 15, 2020, each Committee member and their disclosable
economic interests are:
Delaware Trust Company
251 Little Falls Drive
Wilmington, DE 19808
Attn: Michelle A. Dreyer
* The Delaware Trust Company, as Successor Indenture Trustee to
the 5.25% Senior Notes due 2023, the 4.600% Senior Notes due
2024, and the 5.950% Senior Notes due 2026, holds general
unsecured claims in an amount not less than, $1,375,000,000,
which includes (i) $450 million in aggregate principal amount of
CBL & Associates Limited Partnership 5.25% Senior Notes due
December 2023; (ii) $300 million in aggregate principal amount
of CBL & Associates Limited Partnership 4.600% Senior Notes due
October 2024; and (iii) $625 million in aggregate principal
amount of CBL & Associates Limited Partnership 5.950% Senior
Notes due December 2026. Additional interest on all of the
Senior Notes was outstanding as of the petition date.
ERMC, LLC
2226 Encompass Drive
Suite 116
Chattanooga, TN 37421
Attn: John Maynord
* ERMC, LLC holds general unsecured claims in an amount not less
than $58,865.90 arising from its position as a vendor/supplier
and contract counterparty to the Debtors.
SecurAmerica, LLC
3339 Peachtree Road NE Suite 1500
Atlanta, GA 30326
Attn: Vishal Varshney
* SecurAmerica, LLC holds general unsecured claims in an amount
not less than $37,158.38 arising from its position as a
vendor/supplier and contract counterparty to the Debtors.
Nothing contained in this Verified Statement should be construed as
a limitation upon, or waiver of any Committee member's rights to
assert, file, and/or amend its claim(s) in accordance with
applicable law and any orders entered in the Chapter 11 Cases.
The undersigned verify that the foregoing is true and correct to
the best of their knowledge.
The Committee reserves the right to amend or supplement this
Verified Statement in accordance with the requirements set forth in
Bankruptcy Rule 2019.
Proposed Bankruptcy Counsel to the Official Committee of Unsecured
Creditors can be reached at:
MCDERMOTT WILL & EMERY LLP
Charles R. Gibbs, Esq.
Jane A. Gerber, Esq.
2501 North Harwood Street, Suite 1900
Dallas, TX 75201-1664
Telephone: (214) 295-8000
Facsimile: (972) 232-3098
Email: crgibbs@mwe.com
jagerber@mwe.com
- and -
Kristin K. Going, Esq.
Stacy A. Lutkus, Esq.
340 Madison Ave.
New York, NY 10173-1922
Telephone: (212) 547-5400
Facsimile: (212) 547-5444
Email: kgoing@mwe.com
salutkus@mwe.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/2J81WqX
About CBL & Associates
CBL & Associates Properties, Inc. -- http://www.cblproperties.com/
-- is a self-managed, self-administered, fully integrated real
estate investment trust (REIT) that is engaged in the ownership,
development, acquisition, leasing, management and operation of
regional shopping malls, open-air and mixed-use centers, outlet
centers, associated centers, community centers, and office
properties.
CBL's portfolio is comprised of 107 properties totaling 66.7
million square feet across 26 states, including 65 high-quality
enclosed, outlet and open-air retail centers and 8 properties
managed for third parties. It seeks to continuously strengthen its
company and portfolio through active management, aggressive leasing
and profitable reinvestment in its properties.
CBL, CBL & Associates Limited Partnership and certain other related
entities filed voluntary petitions for reorganization under Chapter
11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020
(Bankr. S.D. Texas Lead Case No. 20-35226).
The Debtors have tapped Weil, Gotshal & Manges LLP as their legal
counsel, Moelis & Company as restructuring advisor and Berkeley
Research Group, LLC as financial advisor. Epiq Corporate
Restructuring, LLC is the claims agent.
CHALLENGER TANK: Seeks to Hire Malaise Law Firm as Legal Counsel
----------------------------------------------------------------
Challenger Tank and Oilfield Services, LLC, seeks approval from the
U.S. Bankruptcy Court for the Western District of Texas to hire
Malaise Law Firm as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include negotiations with creditors and the
preparation of a Chapter 11 plan.
The firm will be paid at these rates:
Steven Cennamo $330 per hour
J. Todd Malaise $330 per hour
Legal Assistant $100 per hour
Malaise Law Firm has no connection with creditors of the Debtor or
any other party in interest, according to court filings.
The firm can be reached through:
J. Todd Malaise, Esq.
Malaise Law Firm
909 N. E. Loop 410, Suite 300
San Antonio, TX 78209
Phone: 210-732-6699
Fax: 210- 732-5826
Email: notices@malaiselawfirm.com
About Challenger Tank and Oilfield Services
Challenger Tank and Oilfield Services, LLC sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No.
20-51963) on Dec. 1, 2020. At the time of the filing, the Debtor
had estimated assets of between $100,001 and $500,000 and
liabilities of between $500,001 and $1 million. Judge Ronald B.
King oversees the case. Malaise Law Firm is Debtor's legal
counsel.
CLEVELAND-CLIFFS: Egan-Jones Hikes Senior Unsecured Ratings to B
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 10, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Cleveland-Cliffs Incorporated to B from B-.
Headquartered in Cleveland, Ohio, Cleveland-Cliffs Inc. is a
producer of iron ore and steel in North America.
CONTURA ENERGY: S&P Affirms 'CCC+' ICR; Outlook Negative
--------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
U.S.-based coal producer Contura Energy Inc. and revised the
liquidity assessment to less than adequate. Its rating on the
company's senior secured debt is unchanged at 'CCC+' with recovery
rating of '4' (30%-50%; rounded estimate: 40%), revised from '3'.
Contura is at heightened risk of material tightening of liquidity
due to diminished financial covenant cushion and potential
collateral calls. Additionally, the deep discount on Contura's
rated debt indicates increasingly difficult and costly access to
capital for coal producers even as the company shifts to a
pure-play metallurgical (met) coal producer.
The negative outlook reflects the possibility of a downgrade in the
next 12 months if S&P anticipates liquidity shortfall within a
year. This could occur due to possible collateral calls from surety
companies or if Contura does not refinance its revolving credit
facility before it becomes current in April 2021.
The completed sale of Cumberland mine will reduce asset-retirement
obligations tied to thermal assets but could also lower its
available borrowings under the revolver.
S&P said, "We view Contura's business as vulnerable due to
declining thermal demand and prices, which is driving the company
to exit these operations and begin reclamation work at some of its
mines. The completed sale of Cumberland mine in the Northern
Appalachia region will reduce the company's asset-retirement
obligations (AROs) by about $169 million on undiscounted cash flow
basis. Contura reported about $246 million of AROs as of the third
quarter of 2020. However, surety companies have recently called on
coal producers to provide cash collateral in excess of 50% of bonds
outstanding due to deteriorating industry performance and their
effort to limit exposure to carbon-intensive sectors. Contura has
currently collaterized about 30% of its $350 million surety bonds'
face value. We believe cash collateral in excess of 50% of surety
bonds outstanding could lead to material reduction in liquidity,
especially under already tight availability under its revolving
facility. We believe further reduction of the borrowing base
resulting from the sale of Cumberland mine and ongoing downsizing
of Central Appalachian (CAPP) thermal assets could pressure
liquidity."
"Contura retains small thermal operations in the CAPP region with
about 3.3 million expected sales tons in 2020. We assume the
company will spend $25 million-$30 million in restructuring costs
to wind down remaining thermal CAPP operations in 2021 as its
pivots to become a pure-play met coal producer. We assume CAPP
sales volumes in 2021 (1.5 million-2 million) will generate a
higher cash margin than in 2020, which could help offset some of
the decline in the borrowing base due to lower volumes."
Sizable met coal operation with lower quality met coal assets and
higher operating costs relative to other U.S.-based met coal
producers.
Contura produces various grades of met coal in the CAPP region with
annual projected sales of about 14 million short tons, which makes
Contura one of the largest U.S.-based met coal producers. However,
about 45% of met coal produced is of lower grade high-volume B,
high-volume C, and mid-volume met coal that sells at a greater
discount to high-volume A and low-volume met coal products.
Additionally, Contura's cash costs of about $70/short ton are on
average 20%-25% higher than lower-cost competitors. While the
transition to met coal operations will mitigate the exposure to the
secular decline of thermal coal, the met coal segment is more
vulnerable during a low-price environment relative to lower-cost,
higher-quality producers. Additionally, S&P does not anticipate
Contura to materially benefit from the hike in Chinese met coal
price because the company does not sell coking coal to China.
S&P said, "Near break-even cash flow in 2021 with opportunity for
improvement after 2021. We expect negative free operating cash
flows of $40 million-$50 million in 2020 due to high capital
spending and lower volumes and prices, which are partially offset
by reduced cash costs. As a result, we also estimate adjusted
EBITDA margins will contract to about 8%-9% from 13% a year ago and
EBITDA interest coverage will drop to about 2x versus 3.2x a year
ago. In 2021, we estimate the company will generate near break-even
free operating cash flows due to reduced capital spending
associated with the sale of Cumberland mine. Still, our forecast
improvement in the met coal prices could provide Contura with a
path to positive free cash flow after 2021."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Greenhouse gas emissions
The negative outlook reflects the possibility of a downgrade in the
next 12 months if Contura's liquidity sources deteriorate to
break-even levels due to possible collateral calls from surety
companies combined with a struggle to refinance its revolver
facility, which will be current in April 2021.
S&P could lower the rating on Contura if it envisioned specific
default scenarios in the next 12 months including:
-- Company undertakes a distressed exchange or redemption; or
-- Company's obligations under its revolver become current as a
result of a covenant breach; and
-- Surety bond providers require additional collateral to secure
asset retirement and other obligations that would result in 12
months' worth of liquidity remaining.
S&P could revise its outlook on Contura to stable within the next
12 months if:
-- The company starts to generate positive free operating cash
flow;
-- The risk of a covenant breach has been mitigated;
-- The prospects of asset-based loan refinancing improve; and
-- The company does not receive collateral calls from surety
providers that materially affect liquidity.
DISH NETWORK: Egan-Jones Hikes Senior Unsecured Ratings to B+
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 7, 2020, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by DISH Network Corporation to B+ from B-.
Headquartered in Englewood, Colorado, DISH Network Corporation
provides a direct broadcast satellite subscription television,
audio programming, and interactive television services to
commercial and residential subscribers in the United States.
E.W. SCRIPPS: S&P Rates New $700MM Secured Notes 'BB-'
------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '1'
recovery rating to Cincinnati-based TV broadcaster The E.W. Scripps
Co.'s proposed $700 million senior secured notes due 2029 and its
'CCC+' issue-level rating and '6' recovery rating to the company's
proposed $500 million senior unsecured notes due 2031. The '1'
recovery rating on the senior secured notes indicates S&P's
expectation for very high (90%-100%; rounded estimate: 95%)
recovery for lenders in the event of a payment default. The '6'
recovery rating on the senior unsecured notes indicates its
expectation for negligible (0%-10%; rounded estimate: 0%) recovery
for lenders in the event of a payment default. Scripps plans to use
the proceeds from these proposed notes to help fund its previously
announced acquisition of ION Media Networks. S&P currently expects
the acquisition to close in the first quarter of 2021.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
Following the new debt issuance and the completion of the ION
acquisition, Scripps' capital structure will comprise a senior
secured class (including a $400 million revolving credit facility
maturing in 2025, a $300 million term loan B maturing in 2024 [$291
million outstanding], a $761 million term loan B maturing in 2026
[$754 million outstanding], a $650 million term loan B maturing in
2027, and $700 million of senior secured notes maturing in 2029)
and a senior unsecured class (including $400 million of 5.125%
notes maturing in 2025, $500 million of 5.875% senior notes
maturing in 2027, and $500 million of senior notes maturing in
2031).
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default
occurring in 2023 due to a combination of the following factors: a
larger-than-expected drop in EBITDA in a non-election year,
increased competition from alternative media, a prolonged decline
in advertising revenue due to economic weakness, a failure to
generate retransmission revenue commensurate with its local market
and relevant television networks, and pressure from affiliated
networks to remit a significant portion of its retransmission
fees.
-- Other default assumptions include an 85% draw on the revolving
credit facility, LIBOR is 2.5%, the spread on the revolving credit
facility rises to 5% as covenant amendments are obtained, and all
debt includes six months of prepetition interest.
-- S&P values Scripps on a going-concern basis using a 6.5x
multiple of the rating agency's projected emergence EBITDA, which
is 0.5x lower than the multiple the rating agency uses for the
larger television broadcasters it rates that typically have a
higher percentage of No. 1 and No. 2-ranked stations, more market
duopolies, and are less reliant on advertising revenue.
Simplified waterfall
-- EBITDA at emergence: About $435 million
-- EBITDA multiple: 6.5x
-- Gross recovery value: About $2.84 billion
-- Net recovery value for waterfall after administrative expenses
(5%): About $2.69 billion
-- Estimated senior secured debt claims: About $2.76 billion
-- Value available for senior secured debt: About $2.69 billion
-- Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Estimated senior unsecured debt claims: About $1.5 billion
-- Value available for senior unsecured debt: Negligible
-- Recovery expectations: 0%-10% (rounded estimate: 0%)
ENERPLUS CORPORATION: Egan-Jones Cuts Sr. Unsecured Ratings to B+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 7, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Enerplus Corporation to B+ from BB-.
Headquartered in Calgary, Canada, Enerplus Corporation is one of
Canada's largest independent oil and gas producers.
ENLINK MIDSTREAM: S&P Rates $500MM Senior Unsecured Notes 'BB+'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue-level rating and '3'
recovery rating to Enlink Midstream LLC's $500 million senior
unsecured notes due January 2028. The '3' recovery rating indicated
its expectation for meaningful (50%-70%; rounded estimate: 65%)
recovery in the event of a default.
The notes rank pari passu with Enlink's existing senior unsecured
revolving credit facility and notes. The company intends to use the
net proceeds to repay a portion of the borrowings under its $850
million term loan due December 2021. As such, S&P views this
transaction as neutral for leverage, although it notes the positive
aspect to addressing a large portion of the company's upcoming
maturity.
EQUESTRIAN EVENTS: Case Summary & 10 Unsecured Creditors
--------------------------------------------------------
Debtor: Equestrian Events, LLC
45W015 Welter Road
Maple Park, IL 60151
Business Description: Equestrian Events, LLC has 100% ownership
interest in a property located at 45W015-
45W017 Welter Road, Maple Park, Illinois,
having a current value of $2.10 million.
Chapter 11 Petition Date: December 21, 2020
Court: United States Bankruptcy Court
Northern District of Illinois
Case No.: 20-21793
Judge: Hon. Timothy A. Barnes
Debtor's Counsel: Joshua D. Greene, Esq.
SPRINGERLARSENGREENE, LLC
300 S. County Farm Road
Suite G
Wheaton, IL 60187
Tel: 630-510-0000
Fax: 630-510-0004
Total Assets: $2,186,326
Total Liabilities: $3,162,525
The petition was signed by Brian Anderson, manager.
A copy of the petition containing, among other items, a list of the
Debtor's 10 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/VYJ3BBQ/Equestrian_Events_LLC__ilnbke-20-21793__0001.0.pdf?mcid=tGE4TAMA
EQUITAS ACADEMY: S&P Assigns 'BB+' Issuer Credit Rating
-------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issuer credit rating (ICR) to
Equitas Academy Charter School Inc., Calif. The outlook is stable.
Factors supporting the rating include:
-- Equitas' rapidly expanding enrollment and revenue base with six
schools;
-- History of operating surpluses supporting good pro forma
maximum annual debt service coverage for the rating level, with
expectations that this will continue;
-- Successful renewal of three charters by Los Angeles County
Unified School District during the past three years;
-- Conservative financial management practices; and
-- Decent cash levels, with fiscal 2021 budgeted to result in
about 90 days' cash.
Partially offsetting the above strengths, in S&P's view, are the
following credit risks:
-- Very high leverage, with debt per student at more than $30,000,
which would remain at almost $24,000 assuming all six schools reach
full enrollment by 2024, and not factoring in any additional
borrowing, and debt to capitalization at 100%;
-- Moderate construction risk as Equitas adds a fifth school
building in 2021, although it assumes enrollment growth could be
accommodated as planned over the short term, in the event the
project is not completed on time; and
-- The inherent risk common to all charter schools that the
charters are subject to non-renewal or revocation due to
nonperformance of their terms, prior to the maturity date of the
bonds and loans.
S&P said, "We view the risks posed by COVID-19 to public health and
safety as an elevated social risk for the sector under our
environmental, social, and governance (ESG) factors, given
potential decreases in state funding that could occur as a result
of economic pressures and the fact Equitas is highly dependent on
state revenues. We believe the school's environmental and
governance risk are in line with our view of the sector as a
whole."
"The stable outlook reflects our expectation that the school's good
liquidity position will enable it to manage fiscal stress
associated with the state's fiscal 2021 payment deferrals," said
S&P Global Ratings credit analyst Peter Murphy. The outlook also
assumes that the school will continue to manage operations and meet
financial performance expectations."
"Although we think Equitas has taken proactive steps to address
COVID-19 and understand the coronavirus to be a global risk, we
could consider a negative rating action should unforeseen pressures
related to the pandemic materially affect the school's demand or
finances. We could lower the rating during the outlook period if
enrollment growth anticipated in management's forecast does not
materialize, or if funding pressures result in weak financial
performance and deficit operations."
"A positive rating action is unlikely, in our view, given the
pressures of a slow economic recovery and uncertainty presented by
the pandemic. In addition, a higher rating would be contingent on
Equitas successfully executing its growth plan, increasing
enrollment, and moderating its high per-student debt metrics."
EUROPCAR MOBILITY: Chapter 15 Case Summary
------------------------------------------
Chapter 15 Debtor: Europcar Mobility Group S.A.
13 ter Boulevard Berthier
Paris, France
Business Description: Europcar Mobility Group is a French car
rental company founded in 1949 in Paris.
Foreign Proceeding: Sauvegarde financiere acceleree (i.e.,
expedited financial safeguard)
Chapter 15
Petition Date: December 17, 2020
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 20-12878
Judge: Hon. Michael E. Wiles
Foreign Representative: Luc Peligry
13 ter Boulevard Berthier
Paris, France
Foreign
Representative's
Counsel: David R. Seligman, P.C.
KIRKLAND & ELLIS LLP
AND KIRKLAND & ELLIS INTERNATIONAL LLP
601 Lexington Avenue
New York, NY 10022
Tel: (212) 446-4800
Email: david.seligman@kirkland.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available for free
at:
https://www.pacermonitor.com/view/YD553VQ/Europcar_Mobility_Group_SA_and__nysbke-20-12878__0001.0.pdf?mcid=tGE4TAMA
FDZ HOMES: Seeks to Hire Bisom Law Group as Legal Counsel
---------------------------------------------------------
FDZ Homes, Inc., seeks approval from the U.S. Bankruptcy Court for
the Central District of California to hire The Bisom Law Group as
its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include the preparation of Chapter 11 plan,
negotiation with creditors and representation in adversary actions.
Bisom Law Group will be paid at the rate of $500 per hour. The
retainer fee is $20,000.
Andrew Bisom, Esq., a principal at Bisom Law Group, disclosed in
court filings that the firm is "disinterested" within the meaning
of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Andrew S. Bisom, Esq.
The Bisom Law Group
300 Spectrum Center Drive, Ste. 1575
Irvine, CA 92618
Tel: 714-643-8900
Email: abisom@bisomlaw.com
About FDZ Homes Inc.
FDZ Homes, Inc., is the owner of five properties in Los Angeles and
Palm Springs, Calif., having a total current value of $7.42
million.
FDZ Homes sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. C.D. Cal. Case No. 20-20772) on Dec. 7, 2020. At the time
of the filing, the Debtor disclosed $7,422,233 in assets and
$7,464,153 in liabilities. Judge Ernest M. Robles oversees the
case. The Bisom Law Group serves as the Debtor's legal counsel.
FRANCESCA'S HOLDINGS: Hires Stretto as Administrative Advisor
-------------------------------------------------------------
Francesca's Holdings Corporation and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Stretto as administrative advisor.
Stretto will render these services:
(a) Assist in legal noticing, claims management and
reconciliation, plan solicitation, balloting, disbursements, and
tabulation of votes, and prepare any related reports in support of
confirmation of a Chapter 11 plan;
(b) Prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) Assist in the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs, and
gather data in conjunction therewith;
(d) Provide a confidential data room, if requested;
(e) Manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) Assist in filing claims objections and exhibits, claims
reconciliation and related matters.
The Debtors agreed to pay Stretto an advance of $50,000, which the
firm may use for pre-bankruptcy fees and expenses.
Sheryl Betance, a senior managing director at Stretto's Corporate
Restructuring, disclosed in court filings that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Sheryl Betance
Stretto
410 Exchange, Ste. 100
Irvine, CA 92602
Telephone: (714) 716-1872
Email: Sheryl.betance@stretto.com
About Francesca's Holdings
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 and Richards, Layton &
Finger P.A. as legal 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.
FRANCESCA'S HOLDINGS: Seeks to Hire O'Melveny & Myers as Counsel
----------------------------------------------------------------
Francesca's Holdings Corporation and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ O'Melveny & Myers LLP as bankruptcy counsel.
The firm will render these legal services:
(a) advise the Debtors of their rights, powers and duties in
the management and operation of their business;
(b) prepare legal documents and review reports, including
financial reports, to be filed in the Debtors' Chapter 11 cases;
(c) advise the Debtors on, and prepare responses to,
applications, motions and other legal papers that may be filed and
served in the Debtors' cases;
(d) advise the Debtors on actions that they might take to
collect and recover property for the benefit of their estates;
(e) advise the Debtors on the assumption, assignment and
rejection of executory contracts and unexpired leases;
(f) assist the Debtors in reviewing, estimating and resolving
any claims asserted against their estates;
(g) advise the Debtors in connection with potential sales of
assets and assist in negotiations with potential buyers;
(h) commence and conduct litigation to assert rights held by
the Debtors, protect assets of their estates and further the goals
of the Debtors' restructuring;
(i) assist in obtaining court approval of the Debtors' use of
cash collateral and post-petition financing;
(j) attend meetings and represent the Debtors in negotiations
with representatives of creditors and other parties;
(k) advise the Debtors on tax matters;
(l) advise and assist the Debtors in connection with the
preparation, solicitation, confirmation and consummation of a
Chapter 11 plan; and
(m) perform all other necessary legal services in connection
with the Debtors' Chapter 11 cases.
The firm's hourly rates are:
Partners $1,045 - $1,465
Other Attorneys/Counsel $415 - $970
Legal Assistants $175 - $395
The hourly rates applicable to the principal attorneys at O'Melveny
working on restructuring matters are:
Maria J. DiConza $1,325
Joseph Zujkowski $1,060
Diana M. Perez $1,050
Samantha M. Indelicato $770
Kai Zhu $670
Caylyn Perry $575
In addition, the firm will seek reimbursement for work-related
expenses incurred.
As of Dec. 14, O'Melveny holds an advance payment in the amount of
$49,272.22.
Sung Pak, Esq., a partner at O'Melveny, disclosed in court filings
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
O'Melveny also disclosed the following information in response to
the request for additional information set forth in Appendix B,
Paragraph D.1 of the U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: The material financial terms for the pre-bankruptcy
engagement remained the same.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Debtors and O'Melveny expect to develop a prospective
budget and staffing plan, recognizing that in the course of these
Chapter 11 cases, there may be unforeseeable fees and expenses that
will need to be addressed.
O'Melveny can be reached through:
Maria DiConza, Esq.
Joseph Zujkowski, Esq.
Diana M. Perez, Esq.
O'Melveny & Myers LLP
Times Square Tower
Seven Times Square
New York, NY 10036
Telephone: (212) 326-2000
Facsimile: (212) 326-2061
About Francesca's Holdings
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 and Richards, Layton &
Finger P.A. as legal 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.
FRANCESCA'S HOLDINGS: Seeks to Hire Richards Layton as Co-Counsel
-----------------------------------------------------------------
Francesca's Holdings Corporation and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Richards, Layton & Finger, P.A.
Richards Layton will serve as co-counsel with O'Melveny & Myers
LLP, the other firm handling the Debtors' Chapter 11 cases.
The hourly rates of the firm's attorneys and paraprofessionals
are:
Directors $725 - $1,200
Counsel $685 - $700
Associates $400 - $665
Paraprofessionals $295
The hourly rates of the principal attorneys and paraprofessionals
designated to represent the Debtors are:
Mark D. Collins $1,050
Michael J. Merchant $875
Jason M. Madron $700
Sarah E. Silveira $445
J. Zachary Noble $400
Barbara J. Witters $295
Prior to the petition date, Richards Layton received a retainer in
the amount of $100,000 from the Debtors to cover fees and expenses
incurred. As of petition date, the retainer had a zero balance.
Jason Madron, Esq., at Richards Layton, disclosed in court filings
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
Richards Layton also provided the following in response to the
request for additional information set forth in Appendix B,
Paragraph D.1 of the U.S. Trustee Guidelines:
Question: Did you agree to any variations from, or alternatives to,
your standard or customary billing arrangements for this
engagement?
Response: Richards Layton did not agree to any variations from, or
alternatives to, its standard or customary billing arrangements for
this engagement.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Response: None of Richards Layton's professionals included in this
engagement have varied their rate based on the geographic location
for the Debtors' Chapter 11 cases.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and the reasons for the difference.
Response: Richards Layton has represented the Debtors since
November 2020 in connection with restructuring advice. Other than
the periodic adjustments (e.g., a January 1, 2020 firm-wide rate
increase), the billing rates and material financial terms of the
firm's engagement have not changed post-petition from the
pre-bankruptcy arrangement.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: Richards Layton, in conjunction with the Debtors, is
developing a prospective budget and staffing plan for the cases.
Richards Layton can be reached through:
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Jason M. Madron, Esq.
Richards, Layton & Finger, P.A.
One Rodney Square
920 North King Street
Wilmington, DE 19801
Telephone: (302) 651-7700
Facsimile: (302) 651-7701
About Francesca's Holdings
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 and Richards, Layton &
Finger P.A. as legal 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.
FRANCESCA'S HOLDINGS: Seeks to Tap FTI Capital as Investment Banker
-------------------------------------------------------------------
Francesca's Holdings Corporation and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ FTI Capital Advisors LLC, in partnership with its parent FTI
Consulting Inc., as investment banker and financial advisor.
FTI will render these investment banking services:
(a) advise the Debtors and their board of directors regarding
the potential "M&A" alternatives and, to the extent necessary and
requested by the board, debt capital alternatives;
(b) advise the Debtors regarding criteria to identify
interested transaction parties aligned to comply with the Debtors'
objectives;
(c) advise the Debtors regarding parties that may be
interested in a transaction;
(d) assist the Debtors in the preparation of materials to
supplement their public filings to be provided to potential
transaction parties, as appropriate and if requested;
(e) reach out to identified transaction parties and negotiate
confidentiality agreements;
(f) facilitate and manage a virtual data room with all
necessary due diligence and information requirements;
(g) screen, including due diligence, ranking and evaluate any
proposals received from transaction parties;
(h) prepare and coordinate management presentations and
meetings;
(i) advise the Debtors and work with their legal counsel
during negotiations and document preparation to close transactions;
and
(j) provide timely reporting to the Debtors regarding the
status and progress of the transaction process.
FTI will also render these financial advisory and restructuring
services:
(a) review and provide feedback to the Debtors related to
their weekly cash forecasting;
(b) assist the Debtors in managing cash spending to preserve
and maximize cash availability;
(c) assist with respect to communications with lenders,
investors, and other key stakeholders, as appropriate;
(d) provide input and assist in the preparation of materials
for discussions;
(e) respond to stakeholder information requests;
(f) discuss with the Debtors appropriate strategies for
negotiations with stakeholders;
(g) assist the Debtors with a high-level assessment of
liabilities and payment or claims waterfall;
(h) determine any additional analyses needed to develop
strategy for required resolution of Debtors' liabilities;
(i) assist in the preparation of information and analysis
necessary for the confirmation of a Chapter 11 plan;
(j) assist in the preparation and analysis of business plans
and the business and financial condition of the Debtors;
(k) assist the Debtors in identifying core business assets and
the disposition of assets or liquidation of unprofitable
operations;
(l) assist in identifying executory contracts and leases and
in performing cost/benefit evaluations with respect to the
affirmation or rejection of each;
(m) assist in the preparation of financial information for
distribution to creditors and other parties;
(n) assist in the valuation of the present level of operations
and identification of areas of potential cost savings;
(o) assist the Debtors in the preparation of financial-related
disclosures required by the court;
(p) assist the Debtors with information and analyses required
pursuant to the debtor-in-possession (DIP) financing and use of
cash collateral;
(q) assist in the identification and implementation of
short-term cash management procedures;
(r) attend meetings and assist in discussions with potential
investors, banks and other secured lenders, court-appointed
official committees, the U.S. Trustee and other parties;
(s) perform analysis of creditor claims by type, entity and
individual claim;
(t) assist in the evaluation and analysis of avoidance
actions;
(u) assist in the evaluation of the Debtors' real estate
portfolio and store footprint; and
(v) provide additional support services.
As compensation for investment banking services, the Debtors agree
to pay FTI certain fees on these terms:
(i) Monthly Work Fees. The Debtors shall pay FTI a
nonrefundable monthly work fee of $85,000 for the first month,
payable upon the execution of the engagement contract and $50,000
per month, payable on each monthly anniversary of the execution of
the engagement contract thereafter.
(ii) Transaction Success Fees. In the event the Debtors close
on one or more transactions, then for each transaction, without
duplication, FTI will earn a transaction success fee.
FTI's compensation for financial advisory and restructuring
services will be based upon the time incurred to provide these
services, multiplied by the firm's standard hourly rates:
Senior Managing Directors $920 – $1,295
Directors/Senior Directors/Managing Directors $690 – $905
Consultants/Senior Consultants $370 - $660
Administrative/Paraprofessionals $150 – $280
In addition, FTI will seek reimbursement for work-related expenses
incurred.
FTI received unapplied advance payments from the Debtors in excess
of pre-bankruptcy billings in the amount of $397,151. The firm
intends to hold the remainder of the retainer and apply it against
fees and expenses incurred during the pendency of the cases.
Glenn Tobias, senior managing director and chief executive officer
of FTI, disclosed in court filings that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Glenn Tobias
FTI Capital Advisors, LLC
3 Times Square, 9th Floor
New York, NY 10036
Telephone: (212) 247-1010
Facsimile: (212) 841-9350
About Francesca's Holdings
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 and Richards, Layton &
Finger P.A. as legal 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.
FRANCESCA'S HOLDINGS: Taps A&G Realty as Real Estate Consultant
---------------------------------------------------------------
Francesca's Holdings Corporation and its affiliates seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ A&G Realty Partners, LLC as real estate consultant.
A&G will render these services:
(a) consult with the Debtors to discuss their goals,
objectives and financial parameters in relation to their leases and
properties;
(b) review the Debtors' lease abstracts and market data;
(c) if requested, negotiate with the landlords of the
properties in order to assist the Debtors in obtaining early
termination rights;
(d) if requested, negotiate with the landlords and other third
parties in order to assist the Debtors in obtaining lease
modifications; and
(e) if applicable, market the leases for sale in a manner and
form as determined by A&G.
A&G will be compensated in accordance with this proposed fee
structure:
(a) Retainer. Prior to the petition date, the Debtors provided
A&G with a retainer in the total amount of $150,000.
(b) Monetary Lease Modifications. For each monetary lease
modification obtained by A&G, the firm will be paid a fee of 3
percent of the occupancy cost savings.
(c) Lease Sales. For each lease sale obtained by A&G, the firm
will be paid a fee of 3 percent of the gross proceeds therefrom.
(d) Early Termination Rights. For each early termination right
obtained by A&G, the firm will be paid a fee of one-half of one
month's gross occupancy cost.
In the event that the Debtors exercise an early termination right
within 12 months after the early termination right is consummated,
A&G will be paid a fee of 3 percent of the occupancy cost savings
for such lease less any early termination right fee paid.
(e) Non-Monetary Lease Modifications. For each non-monetary
lease modification obtained by A&G, the firm will earn and be paid
a fee of $750.
(f) Landlord Consent. If requested by the Debtors, for each
landlord consent obtained by A&G to extend their time to assume or
reject a lease, the firm will be paid a fee in the amount of $500
per lease.
A&G also intends to seek reimbursement for out-of-pocket expenses
incurred.
Emilio Amendola, co-president of A&G, disclosed in court filings
that the firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Emilio Amendola
A&G Realty Partners, LLC
445 Broadhollow Road, Suite 410
Melville, NY 11747
Telephone: (631) 465-9507
Email: emilio@agrep.com
About Francesca's Holdings
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 and Richards, Layton &
Finger P.A. as legal 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.
FURNITURE FACTORY: Committee Hires Seward & Kissel as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Furniture Factory
Ultimate Holding, L.P., and its debtor-affiliates seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Seward & Kissel LLP, as counsel to the
Committee.
The Committee requires Seward & Kissel to:
a. advise the Committee with respect to its rights, powers and
duties;
b. advise the Committee in its consultations with the Debtors
relative to the administration of the Chapter 11 Cases;
c. advise the Committee in analyzing the claims of the
Debtors' creditors and in negotiating with such creditors;
d. review financial and operational information furnished by
the Debtors to the Committee;
e. investigate, and advise the Committee with respect thereto,
the acts, conduct, assets, liabilities, and financial
condition of the Debtors and/or insiders, the operations of
the Debtors' business and the desirability of the
continuance of such business, motions filed, assets of the
estate and any other matters relevant to the Chapter 11
Cases or to the formulation of a plan and/or exit strategy;
f. advise the Committee with respect to any contemplated sale
of the Debtors' assets, and assisting, participating, and
attending any related auction and sale process;
g. assist the Committee in its analysis of, and negotiations
with, the Debtors or any third party concerning matters
related to, among other things, cash collateral usage and
financing to be obtained in the Chapter 11 Cases and the
terms of any plan of reorganization or liquidation of the
Debtors;
h. confer with the Debtors' management, counsel, and financial
advisor and any other retained professional;
i. confer with the principals, counsel and advisors of the
Debtors' lenders and equity holders;
j. assist and advise the Committee with respect to its
communications with the general creditor body regarding
significant matters in the Chapter 11 Cases;
k. represent the Committee at hearings and other proceedings;
l. attend the meetings of the Committee;
m. review and analyze applications, orders, statements of
operations, and schedules filed with the Court and advising
the Committee as to their propriety;
n. take necessary actions to protect and preserve the
interests of the Committee, including, but not limited to
(i) possible prosecution of actions on its behalf, (ii) if
appropriate, negotiations concerning all litigation in
which the Debtors are involved, and (iii) if appropriate,
review and analyze claims filed against the Debtors'
estate;
o. appear, as appropriate, before this Court and the appellate
courts, to protect the interests of the Committee before
those courts;
p. assist the Committee in preparing and filing pleadings,
motions, applications, answers, orders, reports and papers
as may be necessary in furtherance of the Committee's
interests and objections; and
q. perform such other legal services as may be required and
are deemed to be in the interests of the Committee in
accordance with the Committee's powers and duties as set
forth in the Bankruptcy Code.
Seward & Kissel will be paid at these hourly rates:
Partners $825 to $1,400
Counsel $775 to $1,000
Associates $325 to $795
Paraprofessionals $175 to $400
Seward & Kissel will also be reimbursed for reasonable
out-of-pocket expenses incurred.
John R. Ashmead, a partner of Seward & Kissel, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and (a) is not creditors,
equity security holders or insiders of the Debtors; (b) has not
been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Seward & Kissel can be reached at:
John R. Ashmead, Esq.
Robert J. Gayda, Esq.
Catherine V. LoTempio, Esq.
SEWARD & KISSEL LLP
One Battery Park Plaza
New York, New York 10004
Telephone: (212) 574-1200
Facsimile: (212) 450-8421
Email: ashmead@sewkis.com
gayda@sewkis.com
lotempio@sewkis.com
About Furniture Factory
Furniture Factory Outlet, LLC retails furniture and accessories
products and serves customers in the United States. It was founded
in 1984 in Muldrow, Okla., around an original concept of providing
quality furniture at highly competitive prices with its "lowest
price every day" guarantee.
Furniture Factory and its affiliates, including Furniture Factory
Outlet, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12816) on Nov. 5, 2020. Furniture Factory was estimated to
have $10 million to $50 million in assets and liabilities.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel, Focalpoint Securities LLC as investment banker, RAS
Management Advisors LLC as restructuring advisor, B. Riley Real
Estate, LLC as their real property lease consultant. Stretto is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of Furniture
Factory Ultimate Holding, L.P. and its affiliates. The Committee
hires Seward & Kissel LLP, as counsel; Potter Anderson & Corroon
LLP, as Delaware counsel; Province, Inc., as financial advisor.
FURNITURE FACTORY: Committee Retains Province as Financial Advisor
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Furniture Factory
Ultimate Holding, L.P., and its debtor-affiliates, seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Province, Inc., as financial advisor to the
Committee.
The Committee requires Province Inc. to:
a. become familiar with and analyzing the Debtors' DIP budget,
assets and liabilities, and overall financial condition;
b. review financial and operational information furnished by
the Debtors;
c. monitor the sale process, reviewing bidding procedures,
stalking horse bids, APAs, interfacing with the Debtors'
professionals, and advising the Committee regarding the
process;
d. scrutinize the economic terms of various agreements,
including, but not limited to, the Debtors' KERP and
various professional retentions;
e. analyze the Debtors' proposed business plans and developing
alternative scenarios, if necessary;
f. assess the Debtors' various pleadings and proposed
treatment of unsecured creditor claims therefrom;
g. prepare, or review as applicable, avoidance action and
claim analyses;
h. assist the Committee in reviewing the Debtors' financial
reports, including, but not limited to, SOFAs, Schedules,
DIP budgets, and Monthly Operating Reports;
i. advise the Committee on the current state of these chapter
11 cases;
j. advise the Committee in negotiations with the Debtors and
third parties as necessary;
k. participate as a witness in hearings before the bankruptcy
court with respect to matters upon which Province Inc. has
provided advice; and
l. render other activities as are approved by the Committee,
the Committee's counsel, and as agreed to by Province Inc.
Province Inc. will be paid at these hourly rates:
Principal $880 to 975
Managing Director $670 to 790
Senior Director $600 to 670
Director $550 to 600
Vice President $510 to 550
Senior Associate $430 to 510
Associate $360 to 430
Analyst $240 to 360
Para Professional $185
Province will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Sanjuro Kietlinski, managing director of Province Inc., assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Province Inc. can be reached at:
Sanjuro Kietlinski
PROVINCE, INC.
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Tel: (702) 685-5555
About Furniture Factory
Furniture Factory Outlet, LLC retails furniture and accessories
products and serves customers in the United States. It was founded
in 1984 in Muldrow, Okla., around an original concept of providing
quality furniture at highly competitive prices with its "lowest
price every day" guarantee.
Furniture Factory and its affiliates, including Furniture Factory
Outlet, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12816) on Nov. 5, 2020. Furniture Factory was estimated to
have $10 million to $50 million in assets and liabilities.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel, Focalpoint Securities LLC as investment banker, RAS
Management Advisors LLC as restructuring advisor, B. Riley Real
Estate, LLC as their real property lease consultant. Stretto is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of Furniture
Factory Ultimate Holding, L.P. and its affiliates. The Committee
retained Seward & Kissel LLP, as counsel; Potter Anderson & Corroon
LLP, as Delaware counsel; Province, Inc., as financial advisor.
FURNITURE FACTORY: Panel Taps Potter Anderson as Delaware Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Furniture Factory
Ultimate Holding, L.P., and its debtor-affiliates seeks
authorization from the U.S. Bankruptcy Court for the District of
Delaware to retain Potter Anderson & Corroon LLP, as Delaware
counsel to the Committee.
The Committee requires Potter Anderson to:
a. provide legal advice regarding local rules, practices, and
procedures and providing substantive and strategic advice
on how to accomplish Committee goals, bearing in mind that
the Delaware Bankruptcy Court relies on Delaware counsel
such as Potter Anderson to be involved in all aspects of
each bankruptcy proceeding;
b. draft, review and comment on drafts of documents to ensure
compliance with local rules, practices, and procedures;
c. draft, file and serve of documents as requested by Seward &
Kissel LLP;
d. prepare certificates of no objection, certifications of
counsel, and notices of fee applications;
e. print of documents and pleadings for hearings, prepare
binders of documents and pleadings for hearings;
f. appear in Court and at any meetings of creditors on behalf
of the Committee in its capacity as co-counsel with Akin
Gump;
g. monitor the docket for filings and coordinating with Akin
Gump on pending matters that may need responses;
h. participate in calls with the Committee;
i. provide additional administrative support to Akin Gump, as
requested; and
j. take on any additional tasks or projects the Committee may
assign.
Potter Anderson will be paid at these hourly rates:
Partners $715 to 745
Associates $400 to $495
Paraprofessionals $290
Potter Anderson will also be reimbursed for reasonable
out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for Reviewing Applications
for Compensation and Reimbursement of Expenses Filed under 11
U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: No.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Potter Anderson expects to develop a budget and
staffing plan to reasonably comply with the U.S.
Trustee's request for information and additional
disclosures, as to which Potter Anderson reserves
all rights. The Committee has approved Potter
Anderson's proposed hourly billing rates.
Christopher M. Samis, a partner of Potter Anderson, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and (a) is not
creditors, equity security holders or insiders of the Debtors; (b)
has not been, within two years before the date of the filing of the
Debtors' chapter 11 petition, directors, officers or employees of
the Debtors; and (c) does not have an interest materially adverse
to the interest of the estate or of any class of creditors or
equity security holders, by reason of any direct or indirect
relationship to, connection with, or interest in, the Debtors, or
for any other reason.
Potter Anderson can be reached at:
Christopher M. Samis, Esq.
L. Katherine Good, Esq.
Aaron H. Stulman, Esq.
D. Ryan Slaugh, Esq.
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6 th Floor
Wilmington, DE 19801
Telephone: (302) 984-6000
Facsimile: (302) 658-1192
E-mail: csamis@potteranderson.com
kgood@potteranderson.com
astulman@potteranderson.com
rslaugh@potteranderson.com
About Furniture Factory
Furniture Factory Outlet, LLC, retails furniture and accessories
products and serves customers in the United States. It was founded
in 1984 in Muldrow, Okla., around an original concept of providing
quality furniture at highly competitive prices with its "lowest
price every day" guarantee.
Furniture Factory and its affiliates, including Furniture Factory
Outlet, LLC, sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12816) on Nov. 5, 2020. Furniture Factory was estimated to
have $10 million to $50 million in assets and liabilities.
The Hon. John T. Dorsey is the case judge.
The Debtors tapped Klehr Harrison Harvey Branzburg LLP as legal
counsel, Focalpoint Securities LLC as investment banker, RAS
Management Advisors LLC as restructuring advisor, B. Riley Real
Estate, LLC as their real property lease consultant. Stretto is the
claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in the Chapter 11 cases of Furniture
Factory Ultimate Holding, L.P. and its affiliates. The Committee
retained Seward & Kissel LLP, as counsel; Potter Anderson & Corroon
LLP, as Delaware counsel; Province, Inc., as financial advisor.
GFL ENVIRONMENTAL: S&P Rates New Senior Secured Notes 'BB-'
-----------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '2'
recovery rating to GFL Environmental Inc.'s proposed senior secured
notes due 2028. According to GFL's press release this morning, the
company plans to raise US$1.0 billion in this private offering, but
it believes the amount could be upsized to as high as US$1.5
billion if market conditions are favorable. GFL intends to use the
net proceeds from the offering to repay a portion of amounts
outstanding under its term loan facility, which matures May 31,
2025, and to pay related fees and expenses. The '2' recovery rating
on the notes indicates S&P's expectation for substantial (70%-90%;
rounded estimate: 70%) recovery in the event of default.
S&P said, "We consider the proposed refinancing to be credit
neutral from a leverage perspective, because most of the proceeds
raised from this offering will be used to repay existing debt
outstanding. We continue to forecast an adjusted debt-to-EBITDA
ratio of 6.0x-6.5x and adjusted EBITDA interest coverage of about
3.0x in 2021, with further improvement in 2022. These forecast
credit measures are commensurate with our issuer credit rating
(ICR) on GFL. Our 'B+' ICR and stable outlook on GFL reflect the
company's position as the fourth-largest waste management company
in North America, with pro forma annual revenue of more than C$5
billion (about two-thirds generated in the U.S., with the remainder
in Canada). In our view, the environmental services industry has
low risk characteristics stemming from the essential nature of its
solid waste services that are less exposed to cyclical downturns
than many other industries. GFL also benefits from high revenue
visibility due to multiyear service contracts and high renewal
rates across a diversified customer base, which should contribute
to low-single-digit annual organic revenue growth with stable
earnings and operating cash flow generation."
"These positive characteristics are partially offset by our view
that GFL is exposed to cyclical demand in certain segments such as
infrastructure and soil remediation (about 16% of 2019 revenue),
and liquid waste (about 10% of 2019 revenue). We also believe there
remains some integration risk in the near term from the significant
number of acquisitions the company completed over the past couple
of years, which have more than tripled GFL's size (based on
revenue)."
"We could lower our ratings on the company within the next 12
months if adjusted debt-to-EBITDA increases above 6.5x on a pro
forma basis, with poor prospects of deleveraging within the
subsequent 12 months, or we expect EBITDA interest coverage to be
below 2.0x. In our view, this could result from a higher level of
acquisitions than we forecast, poor execution of integrating
acquisitions, volume and pricing pressure from tough market
conditions, or operating inefficiencies that contribute to
weaker-than-expected earnings and cash flow."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- The '2' recovery rating on GFL's senior secured debt indicates
S&P's expectation for substantial (70%-90%; rounded estimate: 70%)
recovery in the event of default.
-- The '6' recovery rating on the company's senior unsecured debt
indicates its expectation for negligible (0%-10%; rounded estimate:
0%) recovery in default.
-- S&P's simulated default scenario contemplates a default in
2024, stemming from a loss of customer contracts, heightened
competition, and margin erosion caused by an unexpected increase in
costs related to acquisition integration issues.
In this scenario, GFL is unable to service its financial
obligations, prompting the need for its restructuring as a going
concern.
-- S&P's recovery analysis assumes a reorganization value for the
company of about C$4.45 billion, reflecting emergence EBITDA of
about C$742 million and a 6x multiple.
-- S&P assumes there is no debt outstanding at GFL's subsidiaries,
resulting in all the value of the company's U.S. operations flowing
up to GFL creditors.
-- The company's C$628 million revolving credit facility is 85%
drawn at the time of default.
-- The company issues up to US$1.5 billion of secured notes to
repay a portion of the amount outstanding under its secured term
loan facility.
-- S&P assumes one U.S. dollar is valued at $1.32 Canadian dollars
at the time of default
Simulated default assumptions
-- Simulated year of default: 2024
-- Revolver to be 85% drawn at default
-- LIBOR at 2.5% in S&P's assumed default year
-- Emergence EBITDA: C$742 million
-- Multiple: 6x
-- Gross recovery value: C$4.45 billion
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): C$4.23
billion
-- Total value available to secured first-lien debt claims: C$4.23
billion
-- Secured first-lien debt claims: C$5.72 billion
-- Recovery expectations: 70%-90% (rounded estimate: 70%)
-- Total value available to unsecured claims: 0
-- Senior unsecured debt and pari passu claims: C$2.76 billion
-- Recovery expectations: 0%-10% (rounded estimate: 0%)
All debt amounts include six months of prepetition interest.
HARRODS CLUB: Seeks to Hire Fowler Bell as Counsel
--------------------------------------------------
Harrods Club, LLC, seeks authority from the U.S. Bankruptcy Court
for the Eastern District of Kentucky to employ Fowler Bell PLLC, as
counsel to the Debtor.
Harrods Club requires Fowler Bell to:
a. provide the Debtor with legal advice with respect to its
powers, rights, duties and obligations in the continued
operation of its business and management of its property in
these Chapter 11 cases;
b. prepare on behalf of the Debtor all necessary schedules and
statements, preparing motions, applications, pleadings,
answers, orders, reports, and other papers;
c. take such legal action as is necessary to protect and
conserve property of the estates;
d. advise the Debtor in connection with the potential sale of
assets;
e. assist the Debtor with the preparation, negotiation,
amendment, confirmation and consummation of its Plan of
Reorganization and accompanying Disclosure Statement and
any and all matters relating thereto;
f. assist the Debtor in dealing with creditors and other
parties-in-interest;
g. advise and represent the Debtor in hearings and other
judicial proceedings in connection with all applications,
motions, complaints and other similar matters;
h. advise the Debtor with respect to the claims and causes of
action which it may have against various parties,
including, without limitation, claims for preferences,
fraudulent conveyances, and other rights of recovery
granted to the Debtor exercising the powers of a trustee
under Chapter 11 of the Bankruptcy Code and instituting
appropriate adversary proceedings, and representing the
Debtor therein, with regard to such claims and
causes of action;
i. represent the Debtor in any pending non-bankruptcy
litigation and any litigation that arises post-petition;
j. consult with the Debtor regarding tax matters; and
k. perform any and all other legal services incident and
necessary to the bankruptcy case.
Fowler Bell will be paid at these hourly rates:
Attorneys $350 to $450
Paralegals $150
Fowler Bell will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Taft A. McKinstry, a partner of Fowler Bell, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Fowler Bell can be reached at:
Taft A. McKinstry, Esq.
Matthew D. Ellison, Esq.
Fowler Bell PLLC
300 West Vine Street, Suite 600
Lexington, KY 40507-1751
Tel: (859) 252-6700
Fax: (859) 255-3735
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.
HELIUS MEDICAL: Intends to Complete Reverse Stock Split ASAP
------------------------------------------------------------
Helius Medical Technologies, Inc. delivered notices to certain
registered holders of its outstanding warrants, as required
pursuant to Section 4.8 of the Warrant Indenture between Helius and
Computershare Trust Company of Canada dated April 13, 2018.
As previously disclosed, on Nov. 30, 2020, Helius first mailed
proxy materials to holders of record of its Class A Common Stock as
of the close of business on Nov. 19, 2020, which provided notice of
a special meeting of stockholders of the Company to be held
virtually on Monday, Dec. 28, 2020, at 10:00 a.m. Eastern Time. At
such Special Meeting or any adjournment or postponement thereof,
stockholders are being asked to approve an amendment to the
Company's Certificate of Incorporation to effect a reverse split of
the Company's outstanding Common Stock at a ratio in the range of
1-for-5 to 1-for-35 to be determined at the discretion of Helius's
Board of Directors, whereby each outstanding 5 to 35 shares would
be combined, converted and changed into 1 share of Common Stock, to
enable Helius to comply with the Nasdaq Stock Market's continued
listing requirements.
The Notices stated that if the Reverse Stock Split is approved by
the stockholders at the Special Meeting, and the final split ratio
is approved by the Company's Board of Directors, Helius intends to
complete the Reverse Stock Split as soon as practicable following
such approval.
About Helius Medical
Helius Medical Technologies -- http://www.heliusmedical.com/-- is
a neurotech company focused on neurological wellness. The
Company's purpose is to develop, license and acquire unique and
non-invasive platform technologies that amplify the brain's
ability
to heal itself. The Company's first product in development is the
Portable Neuromodulation Stimulator (PoNSTM).
Helius Medical reported a net loss of $9.78 million for the year
ended Dec. 31, 2019, compared to a net loss of $28.62 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $6.03 million in total assets, $2.83 million in total
liabilities, and $3.19 million in total stockholders' equity.
BDO USA, LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2017, issued a "going concern" qualification in its report
dated March 12, 2020 citing that the Company has incurred
substantial net losses since its inception, has an accumulated
deficit of $104.8 million as of Dec. 31, 2019 and the Company
expects to incur further net losses in the development of its
business. These conditions raise substantial doubt about its
ability to continue as a going concern.
HERTZ CORP: Kirkland, Pachulski Represent Noteholder Group
----------------------------------------------------------
In the Chapter 11 cases of The Hertz Corporation, et al., the law
firms of Kirkland & Ellis LLP and Pachulski, Stang, Ziehl & Jones
LLP submitted a verified statement under Rule 2019 of the Federal
Rules of Bankruptcy Procedure, to disclose that they are
representing the Ad Hoc Group of certain unaffiliated holders of
the 4.125 % Senior Notes due October 2021 and the 5.50% Senior
Notes due March 2023.
Counsel represents only the Ad Hoc Group, and does not represent or
purport to represent any entity other than the Ad Hoc Group, in
connection with these chapter 11 cases.
As of Dec. 15, 2020, members of the Ad Hoc Group and their
disclosable economic interests are:
Aristeia Capital, L.L.C.
One Greenwich Plaza
Greenwich, CT 06830
* 2021 Senior Notes: EUR33,215,000
* 2023 Senior Notes: EUR37,845,000
* Other: (1,000,000) 5.5% Notes due 2024
(4,000,000) 6.0% Notes due 2028
Atlas Merchant Capital LLC
5 Welbeck Street
London, W1G 9YQ
* 2023 Senior Notes: EUR3,500,000
Aurelius Capital Management, LP
535 Madison Avenue 31st Floor
New York, NY 10022
* 2021 Senior Notes: EUR7,626,000
* 2023 Senior Notes: EUR48,600,000
Benefit Street Partners
9 West 57th Street Suite 4920
New York, NY 10019
* 2023 Senior Notes: EUR12,235,000
Carronade Capital, LP
17 Old Kings Highway South
Suite 140
Darien, CT 06820
* 2023 Senior Notes: EUR13,000,000
Catalur Capital Management, LP
One Grand Central Place
60 East 42nd Street Suite 2107
New York, NY 10165
* 2023 Senior Notes: EUR4,000,000
Centerbridge Partners Europe, LP
10 New Burlington St
Mayfair
London, W1S 3BJ, UK
* 2023 Senior Notes: EUR11,000,000
* $100,000,000 New DIP TL
* $39,080,000 6.00% Notes due 2028
* $11,269,000 7.625% Notes due 2022
Citigroup Global Markets Limited
33 Canada Square
Canary Wharf
London E14 5LB, UK
* 2021 Senior Notes: EUR10,000,000.00
* 2023 Senior Notes: EUR5,621,000
CTC Alternative Strategies Ltd.
425 S. Financial Place
4th Floor
Chicago, IL 60605
* 2023 Senior Notes: EUR10,000,000
DSC Meridian Capital LP
888 Seventh Avenue
New York, NY 10106
* 2023 Senior Notes: EUR4,237,000
* Other: $15,000,000 New DIP TL
Fortress Investment Group (UK) Limited
7 Clarges Street
London, W1J 8AE, UK
* 2021 Senior Notes: EUR10,360,000
* 2023 Senior Notes: EUR78,700,000
Goldman Sachs International
25 Shoe Lane
Holborn
London, EC4A 4AU, UK
* 2021 Senior Notes: EUR10,708,000
* 2023 Senior Notes: EUR15,072,000
Hein Park Capital Management LP
888 7th Avenue
4th Floor
New York, NY 10106
* 2021 Senior Notes: EUR18,661,000
* $17,570,523 Term Loan
* $5,845,766 Revolver
* $40,228,000 aggregate Notes
Jefferies
100 Bishopsgate
London, EC2N 4JL, UK
* 2021 Senior Notes: EUR2,649,000
* 2023 Senior Notes: EUR9,213,000
* $112,614 General Unsecured Claim against THC
* $50,000 5.5% Notes due 2024
* ($50,000 7.125% Notes due 2026)
JH Lane Partners LP
126 East 56th Street
16th Floor
New York, NY 10022
* 2021 Senior Notes: EUR3,000,000
* 2023 Senior Notes: EUR2,950,000
* $2,939,000 7.625% Notes due 2022
Lynstone SSF Holdings S.A.R.L.
25 Bank St
Canary Wharf
London, E14 5JP, UK
* 2021 Senior Notes: EUR11,880,000
* 2023 Senior Notes: EUR33,450,000
* $7,000,000 6.00% Notes due 2028
* $2,000,000 7.125% Notes due 2026
Old Bellows Partners LP
660 Madison Avenue 20th Floor
New York, NY 10065
* 2023 Senior Notes: EUR650,000
Paloma Partners Management Company
Two American Lane
Greenwich, CT 06831
* 2021 Senior Notes: EUR1,300,000
* 2023 Senior Notes: EUR4,258,000
Scoggin Capital Management LLC
660 Madison Avenue 20th Floor
New York, NY 10065
* 2023 Senior Notes: EUR3,350,000
Serengeti Asset Management, LP
632 Broadway Suite 901
New York, NY 10012
* 2021 Senior Notes: EUR6,000,000
* 2023 Senior Notes: EUR6,500,000
Strategic Value Partners
100 West Putnam Avenue
Greenwich, CT 06830
* 2021 Senior Notes: EUR32,000,000
* 2023 Senior Notes: EUR41,500,000
Tresidor Investment Management LLP
55 New Bond St
Greater, Mayfair
London, W1S 1DG, UK
* 2021 Senior Notes: EUR2,550,000
* 2023 Senior Notes: EUR18,797,000
Whitebox Advisors LLC
3033 Excelsior Blvd. Suite 500
Minneapolis, MN 55416
* 2021 Senior Notes: EUR6,797,000
* 2023 Senior Notes: EUR5,230,000
* $2,000,000 6.25% due 2022
* $9,251,000 of 5.5% Notes due 2024
* $3,500,000 7.125% Notes due 2026
* $5,500,000 6.00% Notes due 2028
* (2,361,561) HTZGQ
Co-Counsel to the Ad Hoc Group can be reached at:
PACHULSKI STANG ZIEHL & JONES LLP
Laura Davis Jones, Esq.
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899-8705 (Courier 19801)
Telephone: (302) 652-4100
Facsimile: (302) 652-4400
Email: ljones@pszjlaw.com
- and -
KIRKLAND & ELLIS LLP
KIRKLAND & ELLIS INTERNATIONAL LLP
Patrick J. Nash Jr., Esq.
Gregory F. Pesce, Esq.
300 North LaSalle
Chicago, IL 60654
Telephone: (312)862-2000
Facsimile: (312) 862-2200
Email: patrick.nash@kirkland.com
gregory.pesce@kirkland.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/2KmYBVl and https://bit.ly/3hb6wBd
About Hertz Corp.
Hertz Corp. and its subsidiaries operate a worldwide vehicle rental
business under the Hertz, Dollar, and Thrifty brands, with car
rental locations in North America, Europe, Latin America, Africa,
Asia, Australia, the Caribbean, the Middle East, and New Zealand.
They also operate a vehicle leasing and fleet management solutions
business. Visit http://www.hertz.com/for more information.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis &
Co. as investment banker, and FTI Consulting as financial advisor.
Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the committee.
HOBERT K. SANDERSON: Proposes Jan. 13 Auction of Kinston Property
-----------------------------------------------------------------
Hobert Kennedy Sanderson, Jr. and Denise C. Sanderson ask the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
authorize their sale of the real property located at Chinquapin
Chapel Road, Kinston, North Carolina, bearing Parcel No.
446955423000, comprising 254.31 acres, more or less, in Jones
County, North Carolina, and being more particularly described in
Book 355, Page 156, Jones County Registry.
The Debtors are the owners of the Property. The Plan refers to the
Property as "Parcel 4."
Upon information and belief, the Property is subject to the
following liens or encumbrances: (i) Statutory tax lien in favor of
the Jones County Tax Collector; and (ii) Lien of Rabo Agrifinance,
LLC, as reflected by that Deed of Trust recorded at Book 363, Page
465, Jones County Registry.
The Plan provides that the Debtors will have until Oct. 15, 2020,
to sell Parcel 4. If the Debtors have not sold Parcel 4 or have a
'hard' closing date scheduled for no later than Nov. 15, 2020,
Parcel 4 will be offered for sale at public auction no later than
Dec. 31, 2020.
The Debtors propose to liquidate the Property by way of a public
auction on Jan. 13, 2020 at 10:00 a.m., at the Subject Property, to
be conducted by Mike Gurkins of Country Boys Auction & Realty. The
counsel for Rabo has agreed to the public auction date taking place
after the Dec. 31, 2020 deadline. The reasonable costs of the
sale, including the auctioneer's commission, will be paid from the
sales proceeds. The Objection Deadline is Jan. 5, 2020 at 10:00
a.m., by Zoom Invitation.
The Debtors have simultaneously herewith given notice to all
parties in interest of their intent to sell the Property. The best
interests of the Debtors and their creditors will be served by the
allowance of the Motion.
If any person or entity claiming a lien on the Property does not
object within the time allowed, they should be deemed to have
consented to the sale of the Property free and clear of their
interests. If any questions arise as to the validity or priority
of liens against the Property, those questions should be later
determined by the Court.
The sale will be free and clear of any and all liens, claims,
encumbrances, rights, interests and claims of record, with said
liens, claims, encumbrances, rights, interests, and claims
attaching to the Net Proceeds of the sale. The Net Proceeds should
be disbursed to the lienholders as their interests appear of
record, if any, and as provided by the Plan.
The Debtors ask the Court to waive the 14-day stay pursuant to Rule
6004(h).
Hobert Kennedy Sanderson, Jr., and Denise C. Sanderson sought
Chapter 11 protection (Bankr. E.D.N.C. Case No. 17-05040) on Oct.
13, 2017. The Debtors tapped David F. Mills, Esq., as counsel. On
March 21, 2019, the Court confirmed the Debtor's Chapter 11 Plan.
On Sept. 3, 2020, the Court confirmed a Modified Chapter 11 Plan.
HOMES4FAMILIES LLC: Seeks Approval to Hire Bankruptcy Attorney
---------------------------------------------------------------
Homes4Families, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to employ Damani Ingram, Esq., of The
Ingram Firm, LLC as its bankruptcy attorney.
Mr. Ingram will render these legal services:
(a) advise the Debtor of its powers and duties in its
continued and future financial affairs;
(b) represent the Debtor in the prosecution or defense of any
proceeding instituted to reclaim property or obtain relief from the
stay of Section 362(a) of the Bankruptcy Code;
(c) prepare legal documents and appear in proceedings
instituted by or against the Debtor;
(d) assist the Debtor in the preparation of bankruptcy
schedules, statement of affairs, statement of executory contracts,
and any amendments thereto; and
(e) represent the Debtor in their dealings with creditors.
The Debtor agreed to pay $350 per hour billable against an initial
retainer of $15,000, of which $3,500 had been paid to the attorney.
The filing fee of $1,738 was paid to the court by the Debtor.
Mr. Ingram and his staff do not represent any interest adverse to
the Debtor and its estate, according to court filings.
The attorney can be reached at:
Damani K. Ingram, Esq.
The Ingram Firm, LLC
5457 Twin Knolls Road, Suite 301
Columbia, MD 21045
Telephone: (410) 992-6603
Facsimile: (410) 992-6671
Email: ingramlawfirm@gmail.com
About Homes4Families LLC
Homes4Families, LLC filed its voluntary petition for relief under
Chapter 11, Subchapter V, of the Bankruptcy Code (Bankr. D. Md.
Case No. 20-20771) on Dec. 14, 2020.
At the time of the filing, the Debtor disclosed assets of between
$500,001 and $1 million and liabilities of the same range.
Judge Nancy V. Alquist oversees the case. The Debtor is represented
by Damani K. Ingram, Esq., of The Ingram Firm, LLC.
HOP-HEDZ INC: Case Summary & 8 Unsecured Creditors
--------------------------------------------------
Debtor: Hop-Hedz, Inc.
303 S. Melville Ave.
Tampa, FL 33603
Chapter 11 Petition Date: December 20, 2020
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 20-09249
Debtor's Counsel: W. Bart Meacham, Esq.
308 E. Plymouth St.
Tampa, FL 33603
Tel: 813-223-6334
E-mail: wbartmeacham@yahoo.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $500,000 to $1 million
The petition was signed by Lewis Mustard, president.
A copy of the Debtor's list of eight unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/KZBDPUI/Hop-Hedz_Inc__flmbke-20-09249__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/K5E4GZA/Hop-Hedz_Inc__flmbke-20-09249__0001.0.pdf?mcid=tGE4TAMA
JOHN C. FLEMING: Trustee Selling Chicago Property for $1.52M
------------------------------------------------------------
Kenneth A. Welt, the liquidating trustee for the bankruptcy estate
of John C. Fleming asks the U.S. Bankruptcy Court for the Southern
District of Florida to authorize him to sell the real property
located at 1814 N. Cleveland Avenue, Chicago, Illinois to Yun Tian
and Jianglei Yu, wife and husband, for $1.52 million.
Pursuant to the Plan, Confirmation Order and Liquidating Trust
Agreement, the Liquidating Trustee obtained ownership and
possession of the Chicago Property for the benefit of secured
creditors Town Bank and BMO Harris Bank, N.A.
Pursuant to the Liquidating Trust Agreement, the Liquidating
Trustee will (i) liquidate and convert to cash the Chicago Property
for the benefit of the Liquidating Trust Beneficiaries and (ii)
thereafter make distributions to the Liquidating Trust
Beneficiaries pursuant to the priority established in the Plan and
the Liquidating Trust Agreement, subject to applicable taxes and
costs, the Liquidating Trustee's flat fee of $15,000, the
Liquidating Trustee's broker fee of 5% of sale price, and the
counsel's reasonable fees and expenses.
Previously, the Liquidating Trustee sought and obtained Court
approval to sell the Chicago Property to a potential buyer under
stringent circumstances. Unfortunately, that potential buyer
cancelled the sale of the Chicago Property pursuant to the sale
contract. Thereafter, Liquidating Trustee continued to list and
market the Chicago Property for sale.
On Nov. 16, 2020, the Liquidating Trustee received an offer from
the Buyers to purchase the Chicago Property for $1.63 million. The
parties have executed the Multi-Board Residential Real Estate
Contract. Following inspection and in light of the condition of
the Chicago Property, the Liquidating Trustee and the Buyers
negotiated a reduced purchase price of $1.52 million with a $20,000
closing cost credit. The parties executed a letter confirming
certain amendments to the Sale Contract, including the reduced
purchase price.
Pursuant to the Amended Sale Contract, the closing will occur on
Dec. 30, 2020.
The Liquidating Trustee respectfully submits that, pursuant to the
terms of the Liquidating Trust Agreement, he can liquidate the
Chicago Property without further order of the Court. However, in
an abundance of caution, he asks that the Court authorizes him to
sell the Chicago Property and distribute the sale proceeds in
accordance with the terms of the Liquidating Trust Agreement and
the Plan.
In light of the foregoing, the Liquidating Trustee asks that the
Court sets the Motion for telephonic hearing by Dec. 30, 2020.
Town Bank has no objection to the relief sought.
A copy of the Contract is available at https://bit.ly/34sRrWG from
PacerMonitor.com free of charge.
John C. Fleming sought Chapter 11 protection (Bankr. S.D. Fla. Case
No. 19-22244) on Sept. 13, 2019. The Debtor tapped Bradley S.
Shraiberg, Esq., as counsel. In May 2020, the Court entered an
order confirming the Debtor' Chapter 11 Plan.
LEWIS E. WILKERSON, JR.: Jubb Buying Kayeville Property for $191K
-----------------------------------------------------------------
Lewis E. Wilkerson, Jr., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to authorize the sale of the real
property located in Eunice Mill Road, Kayeville, Charlotte County,
Virginia, Tax Map Nos. 40-A-89-B, 40-A-89D, 40-A-89, 40-A-89A, to
Kimberly Jubb for $191,250.
The Debtor has entered into a contract with the Buyer for the sale
of the Property with the agreed sales price with brokerage fees in
the amount of 8% to be paid which, upon closing of the same, after
normal closing costs and any accrued real estate taxes have been
paid, the proceeds will be paid to Home Loan Investment Bank's lien
in the approximate total amount of $4,245,545 and extinguishing
Home Loan Investment Bank's lien against the Property being sold,
with Home Loan Investment Bank retaining all of its lien rights
against its other collateral.
A hearing on the Motion is set for Jan. 6, 2021 at 10:00 a.m.
Objectors, if any, must attend the hearing.
As may be practicable, the Debtor intends to sell its interest in
the Property in accordance with the terms of the Contract.
A copy of the Contract is available at https://bit.ly/37t0GIf from
PacerMonitor.com free of charge.
Lewis E. Wilkerson, Jr., sought Chapter 11 protection (Bankr. E.D.
Va. Case No. 20-34576) on Nov. 17, 2020. The Debtor tapped Robert
Canfield, Esq., as counsel.
LLADRO GALLERIES: Futura Finances Buying Personal Property for $33K
-------------------------------------------------------------------
Lladro Galleries, Inc., asks the U.S. Bankruptcy Court for the
Southern District of New York to authorize the bidding procedures
in connection with the sale of remaining personal property,
consisting of unsold retail inventory, to Futura Finances, SAS, for
$33,000, subject to overbid.
A hearing on the Motion is set for Jan. 14, 2021 at 11:00 a.m. The
Objection Deadline is Jan. 8, 2021.
The Debtor is a privately-owned company that supported retail sales
in the United States of porcelain figurines and fixtures produced
by its affiliate Lladro, S.A. at four domestic locations in New
York, New York; Woodbury, New York; Williamsburg, Virginia; and
Cabazon, California. On Aug. 27, 2020, the Court entered an Order
authorizing the Debtor to reject the leases at the Retail
Locations. The Debtor has ceased the active conduct of its
business at the Retail Locations and returned the premises to the
landlords.
At the commencement of the case, the Debtor filed a Plan of
Reorganization to provide for the sale of its remaining personal
property and the distribution of the proceeds to creditors. The
Property consists of unsold retail inventory. The Debtor has now
located a purchaser for the Property and wishes to provide notice
of the proposed sale, an opportunity for higher and better bids and
to conclude the sale to facilitate the distribution of the net sale
proceeds to creditors through the Plan.
The Debtor has entered into the Agreement for the sale of the
Property.
The key terms of the Agreement are:
a. Identity of the Purchaser: Futura Finances, SAS
b. Property Being Sold: The property being sold consists of
7,194 retail units of the Debtor's inventory (Exhibit A) broken
down by number of units, unit description and retail price.
c. Purchase Price: $33,000
d. Deposit: $3,300 (10%)
e. Closing Date: Within three days of Sale Order becoming
Final
f. Outside Date for Closing: Jan. 29, 2021. There is a
termination right if sale does not close by the Outside Date.
The Agreement provides for a proposed break-up fee of $1,500 (4.5%)
of purchaser price.
The Debtor has a proposed order approving the break-up fee and bid
procedures as described:
a. Break Up Fee: $1,500
b. Deadline for Objections and/or Higher Bids: Jan. 8, 2021
c. Auction: Jan. 11, 2021
d. Initial Required Over Bid: $35,000
e. Bidding Increments: $500
f. Sale Hearing: Jan. 14, 2021
Lladro asks that the Court sets a Sale Hearing as described and in
the proposed Notice of Sale within 30 days of the entry of any
Bidding Procedures Order. At the Sale Hearing, subject to the
outcome of the Auction (if necessary), Lladro asks entry of an
Order which, among other things, (i) approves the Agreement; (ii)
confirms that the sale of the Property will be free and clear of
all Encumbrances; (iii) waives the 14-day stay incorporated by
Bankruptcy Rules 6004(h) and 6006(d); and (vii) approves certain
findings of fact and conclusions of law, including, without
limitation, that all requirements imposed by Bankruptcy Code
section 363(f) have been satisfied, that the Purchaser is a good
faith purchaser entitled to the protections of Bankruptcy Code
section 363(m), and that the terms of the Sale are fair and
reasonable.
The Debtor shall, within two days of the entry of the Bidding
Procedures Order on the Court's docket, serve a copy of each of the
Motion, the Bidding Procedures Order, and a copy of the Notice of
Sale upon the Notice Parties.
Because the Debtor is unaware of any interests or encumbrances upon
the Property, the Debtor asks that the Property be transferred to
the Purchaser free and clear of all Encumbrances with interests in
property attaching to the proceeds of the Sale of the Property.
A copy of the APA and the Bidding Procedures is available at
https://bit.ly/3gY1gRk from PacerMonitor.com free of charge.
The Purchaser:
FUTURA FINANCES, SAS
Attn: SPS - Monica Gomez De La Torre
5 Rue de Corbusson, 53940 Saint-Berthevin
France
E-mail: mgomez@sps-fr.com
About Lladro Galleries
Lladro Galleries, Inc., a dealer of art galleries and supplies,
sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 20-11618) on
July 14, 2020. At the time of the filing, the Debtor was estimated
to have assets of $50,000 to $100,000 and liabilities of $1 million
to $10 million. Judge Shelley C. Chapman oversees the case.
Nelson Mullins Riley & Scarborough, LLP is the Debtor's legal
counsel.
LOS ANGELES SCHOOL: Hires Drew Petersen as Special Counsel
----------------------------------------------------------
Los Angeles School of Gymnastics, Inc., has filed with the U.S.
Bankruptcy Court for the Central District of California a
supplement to its application seeking approval to hire the Law
Office of Drew Petersen, P.C., as special counsel.
Drew Petersen will no longer seek fees in the first fee application
for those fees paid by Tanya Berenson directly to the Firm, in
which Tanya Berenson was then reimbursed by the Debtor for the
$1,400 paid to the Firm, and ultimately Tanya Berenson repaid the
reimbursement back to the Debtor. The Firm will no longer seek
those fees in the first application.
Drew Petersen, Esq., a principal at Drew Petersen, disclosed in
court filings that the firm does not represent any entity having an
adverse interest to the Debtor in connection with the case.
The firm can be reached through:
Drew Petersen, Esq.
The Law Office of Drew Petesen, P.C.
1758 Irvine Blvd., Suite 108
Tustin, CA 92780
Telephone: (714) 569-0043
About Los Angeles School of Gymnastics
Culver City, Calif.-based Los Angeles School of Gymnastics, Inc.,
filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-18203) on
Sept. 8, 2020. In the petition signed by CEO Tanya Berenson, the
Debtor was estimated to have $500,000 to $1 million in assets and
$1 million to $10 million in liabilities. The Hon. Deborah J.
Saltzman presides over the case. Kogan Law Firm, APC, serves as
the Debtor's bankruptcy counsel.
MAPLE LEAF: Taps Michael Best & Friedrich as Bankruptcy Counsel
---------------------------------------------------------------
Maple Leaf Cheese Cooperative seeks approval from the U.S.
Bankruptcy Court for the Western District of Wisconsin to employ
Michael Best & Friedrich LLP as bankruptcy counsel.
Michael Best & Friedrich will render these services:
(a) advise and assist the Debtor with respect to its rights,
duties and powers under the Bankruptcy Code;
(b) advise the Debtor on the conduct of its Chapter 11
Subchapter V case;
(c) attend meetings and negotiate with representatives of the
creditor and other parties;
(d) prosecute actions on behalf of the Debtor, defend actions
commenced against the Debtor and represent its interests in
negotiations concerning litigation in which it is involved;
(e) prepare pleadings;
(f) assist in the negotiation and documentation of financing
arrangements and related transactions, contracts, commercial
transactions, and any potential sale of assets;
(g) assist the Debtor on licensing, regulatory, tax and other
governmental matters;
(h) appear before the court;
(i) assist the Debtor in preparing, negotiating and
implementing a Chapter 11 plan, and advise the Debtor with respect
to any rejection or reformulation of a plan, if necessary; and
(j) perform other legal services in connection with the
prosecution of the Debtor's bankruptcy case.
The hourly rates of Michael Best & Friedrich's attorneys and
paraprofessionals are:
Justin M. Mertz, Partner $435
Christopher J. Schreiber, Partner $425
Other Partners $310 - $650
Reza Hajisanei, Associate $230
Associate & Non-Partner Attorneys $215 - $570
Paralegals $185 - $320
Non-Attorneys & Paraprofessionals $100 - $260
In addition, Michael Best & Friedrich will bill for work-related
expenses incurred.
Prior to its bankruptcy filing, the Debtor paid Michael Best
$5,238.45 on Dec. 7 and $75,000 on Dec. 9. The pre-bankruptcy
services and costs incurred totaled $30,726.55. The balance of the
advance fee not applied to pre-bankruptcy fees and expenses is
$49,511.90, which will be held by the firm for payment of its fees
incurred post-petition.
Justin Mertz, Esq., at Michael Best & Friedrich, disclosed in court
filings that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Justin M. Mertz, Esq.
Michael Best & Friedrich LLP
790 N. Water Street, Suite 2500
Milwaukee, WI 53202-4108
Telephone: (414) 271-6560
Facsimile: (414) 277-0656
Email: jmmertz@michaelbest.com
About Maple Leaf Cheese Cooperative
Maple Leaf Cheese Cooperative, a dairy product manufacturing
business based in Monroe, Wis., sought Chapter 11 protection
(Bankr. W.D. Wis. Case No. 20-13006) on Dec. 9, 2020. The petition
was signed by Jeremy Mayer, board president. At the time of the
filing, the Debtor disclosed $1 million to $10 million in both
assets and liabilities. Michael Best & Friedrich LLP serves as the
Debtor's bankruptcy counsel.
MAXIMO R. SAENZ: Sherlock Buying Max Plaza Property for $475K
-------------------------------------------------------------
Maximo R. Saenz asks the U.S. Bankruptcy Court for the Southern
District of Texas to authorize the sale of Max Plaza Property to
Sherlock Real Estate, LLC, for $475,000, subject to higher and
better offers.
The Max Plaza Property is made up of two tracts and is in Weslaco,
Hidalgo, County, Texas. The legal description for the Max Plaza
Building property is:
Tract 1: All of Lot 2, LA FOND SUBDIVISION, an Addition to the
City of Weslaco, Hidalgo County, Texas according to the map
recorded in Volume 27, Page 147A, Map Records in the Office of the
County Clerk of Hidalgo County, Texas, with the address of 217
South Oklahoma, Weslaco, Texas. The legal description for the
asphalt/parking lot next to the Max Plaza Property has a legal
description of:
Tract 2: Lot 8, Block 21, Original Townsite of Weslaco,
Hidalgo County, Texas, as per map or plat thereof recorded in
Volume 2, Page 30, Map Records, Hidalgo, County, Texas, with the
address of 412 W. 3rd St., Weslaco, TX with the address of 412 W
3rd St., Weslaco, Texas.
The Debtor has filed a Plan of Reorganization that provides for the
sale of his properties to pay his creditors. He files the Motion
to sell the Max Plaza Property.
Lone Star National Bank holds a lien against the Property for Tract
1 to secure indebtedness to Lone Star National Bank of
approximately $170,052 (Claim No. 7), secured by a Deed of Trust
lien on the Property for Tract 1. Lone Star also holds a first
lien on rents by Deed of Trust dated July 15, 2016 recorded on Aug.
3, 2016, under Clerk's File No. 2734777, regarding Tract 1. The
Deed of Trust signed by the Debtor to Lone Star, grants Lone Star a
lien on rents, profits and income from the Max Plaza property
regarding Tract 1.
The Debtor also secured his debt to Lone Star by an Assignment of
Rent, Income and Receipts dated July 15, 2016 recorded on Aug. 3,
2016, under Clerk's File No. 2734778 regarding Tract 1.
PacWest holds a second lien by Deed of Trust, Security Agreement,
Assignment of Leases and Rents, and Fixture Filing dated Nov. 15,
2010 recorded on Nov. 19, 2010, under Clerk’s File No. 2156301,
regarding Tract 1.
Rio Bank retains a lien on Tract 2 of the Property.
The Debtor received a written all cash offer from Sherlock to
purchase the Property Tract 1 and Tract 2 for $475,000 with a
$10,000 earnest money deposit, with the Seller to pay title policy
expense and customary closing costs. It is a feasible offer and in
the Debtor's business judgment is in the best interest of the
estate. The offer to purchase was accepted by Debtor, subject to
the approval of the Court, and is memorialized in a Commercial
Contract-Improved Property contract.
The Debtor moves the Court for an Order to sell the Property free
and clear of all liens and encumbrances except those of Lone Star
which should be paid at closing, but free and clear of all other
liens, claims and encumbrances including federal tax liens,
mechanic's liens, judgment liens, if any, and realty liens and
claims, with all other liens, claims, and encumbrances attaching to
the proceeds of sale.
The contract provides for a closing date of Jan. 26, 2021, but is
subject to the approval of the Court. The Motion should be given
expedited consideration because title companies will only close
after the passage of 14 days after the Court order approving sale.
If the Court considers the matter by Jan. 6, 2021 and approves the
sale, then 14 days can pass and the sale can close on Jan. 26,
2021.
Pursuant to the Contract, current property taxes will be prorated.
The Debtor asks the Court orders approving sale provide for payment
of customary closing costs, realtor commissions, prorated taxes,
Lone Star National Bank first lien and the balance to be deposited
into the registry of the Court, for determination of the proper
lien party to be paid the proceeds and the amount attributed to
Tract 2 of the Property.
It moves the Court to waive the stay provided under F.R.B.P. Rule
6004(h), so the due diligence, inspection can proceed preliminary
to closing and the closing can occur by Jan. 26, 2021.
If any buyer is willing to pay significantly more money, but on the
same terms or better terms as the buyer described in the Motion,
such buyer (or buyers), must appear at the hearing on the Motion
and prove to the Court its offer to purchase at higher price on the
same or better terms and the financial ability to close on an all
cash basis.
The Property is to be sold, transferred, and delivered to the Buyer
on an "as is, where is" or "with all faults" basis.
Finally, the Debtor asks that the time for response to the Motion
be shortened to Jan. 5, 2021 by 12:00 p.m. (Noon).
Maximo R. Saenz sought Chapter 11 protection (Bankr. S.D. Tex. Case
No. 20-70232) on Aug. 3, 2020. The Debtor tapped John Stephen,
Esq., as counsel.
MKJC AUTO: Sets Bidding Procedures for All Assets
-------------------------------------------------
MKJC Auto Group, LLC, asks the U.S. Bankruptcy Court for the
Eastern District of New York to authorize the bidding procedures in
connection with the sale of substantially all of its tangible and
intangible assets, to World Imports, LLC for $2 million, on the
terms of the Asset Purchase Agreement, dated as of December 2020,
subject to overbid.
At the time of its formation, the Debtor's members were Mitchell
Kaminsky (75%) and John Carey (25%). On Aug. 10, 2017, Mitchell
Kaminsky was tragically killed in a motor vehicle accident, and his
son Ryan Kaminsky (who is the Executor of the Estate of Mitchell
Kaminsky) became involved with the Debtor's business operations.
The Debtor's current members are the Mitchell Kaminsky Trust (95%)
and Gary Denner (5%). The Debtor has filed the Chapter 11 case to
reorganize or sell its business as a going concern.
Shortly after its formation, the Debtor entered into a "floor plan"
financing arrangement with Hyundai Capital America ("HCA"), in the
amount of $9 million, as memorialized in an Inventory Loan and
Security Agreement, dated Dec. 9, 2014, pursuant to which the
Debtor granted to the HCA a security interest in the acquired
vehicles and additional collateral set forth in the Loan
Agreement.
As further security for HCA, the Debtor entered into an agreement
for the Assignment of Factory/Distributor Receivables, dated as of
Dec. 9, 2014, pursuant to which the Debtor assigned, transferred
and granted HCA a security interest in all accounts, accounts
receivable, general intangibles, contract rights, and right to
payment of money due or to become due to the Debtor from HCA and
any other manufacturer of motor vehicles. As part of the floor
plan arrangement, the Debtor and HCA also entered into an Equity
Account Agreement, dated Dec. 9, 2014 pursuant to which the Debtor
has the right to prepay the outstanding loan balance.
On Dec. 9, 2014, MKJC Auto Group LLC members - John Carey and
Mitchell Kaminsky also entered into separate Continuing
Subordination and Guaranty Agreements with HCA.
HCA properly perfected its security interests in and on the
Prepetition Collateral by taking possession of, or obtaining
control over, certain assets, and/or by filing UCC-1 financing
statements, mortgages, deeds of trust, or other required documents
against the Debtor and such Prepetition Collateral in the proper
state or county offices for the perfection of such security
interests and liens.
The Debtor is a tenant under the following unexpired leases:
(a) Lease with Saso, LLC for the main premises
(showroom/corporate offices) located at 34-54 44th Street, Long
Island City, New York; term ends Dec. 31, 2025; current monthly
base rent $105,000;
(b) Lease with 34-20 45th Street LLC c/o Major World Chevrolet
Lease for repair shop and parts department located at 34-20 45th
Street, Long Island City; term ends June 2, 2022; current monthly
base rent $23,193;
(c) Lease with Win Depot Inc. for parking lot located at 42-52
Northern Boulevard, Long Island City, New York; term ends Oct. 10,
2022; current monthly base rent $20,550 ("Win Depot Lease"); and
(d) Lease with 70-55 Queens Boulevard., LLC for parking lot
located at 70-51 Queens Boulevard, Woodside, New York;
month-to-month tenancy; current monthly base rent $6,000.
The Debtor is also party to dealer agreement with Hyundai Motor
America ("HMA"). The Dealer Agreement, in effect, grants the
Debtor the right to operate as an authorized dealer of Hyundai
cars. The Debtor is also party to (i) a service contract for
cleaning floor mats with Cintas Corp.; (ii) copier service
agreement with LEAF; and (iii) software contract with Reynolds &
Reynolds.
Prior to the commencement of the Chapter 11 case, the Debtor began
marketing its assets and soliciting bids. It filed its Chapter 11
case to sell its business as a going concern.
On June 9, 2020, the Applicant filed a Motion for Permission to Use
Cash Collateral in which HCA has an interest, and June 10, 2020
Judge Craig signed the Debtor's Order to Show Cause Seeking
Immediate, Interim, and Final Use of Cash Collateral. The
Applicant and the counsel for HCA were able to negotiate the terms
of a consensual interim cash collateral order which the Court
approved on June 12, 2020.
In addition to requiring the use of cash collateral to continue its
operations in Chapter 11, the Debtor also needed approval of
post-petition financing from HCA. Therefore, on July 1, 2020 the
Debtor filed a motion asking emergency DIP financing provided
pursuant to Bankruptcy Code Section 364, in order to enable it to
preserve the value of its assets as a going concern. On July 2,
2020 Judge Craig signed an Order to Show Cause scheduling a hearing
on the borrowing motion.
The counsel for landlord Saso, LLC filed limited objections to the
Cash Collateral Motion and Borrowing Motion, and the Office of the
United States Trustee raised certain issues with the two motions.
Nonetheless, the Debtor was able to resolve those problems, and on
Sept. 28, 2020, the Court entered a Final Order Authorizing Debtor
in Possession to Incur Post-Petition Secured Indebtedness and to
Use Cash Collateral.
In addition to the described services, during the case thus far the
Debtor has obtained the entry of: (i) an Order Granting Motion for
Continuation of Utility Service and Approval of Adequate Assurance
of Payment to Utility Company Under Section 366(b); (ii) an Order
Establishing Deadline for Filing Proof of Claim and Approving the
Form and Manner of Notice Thereof; (iii) an Order Pursuant to 11
U.S.C. Section 365(d)(4) Extending the Time Within Which the Debtor
Must Assume or Reject Unexpired Leases of Nonresidential Real
Property; and (iv) an Order Extending Debtor's Exclusive Right to
File a Plan of Reorganization and to Solicit Acceptances with
Respect Thereto.
By the Motion, the Debtor first asks the entry of the Sale
Procedures Order, which will approve the Bid Procedures Notice and
bidding procedures and protections in connection therewith to sell
the Purchased Assets at an auction as described below within that
time period, and also approve the Assumption and Assignment
Procedures and the Cure Notice.
Second, at the Sale Hearing, the Debtor will seek entry of the Sale
Order, (a) authorizing and approving the Sale of the Purchased
Assets free and clear of Liens, Claims and other Liabilities,
except as provided by the Asset Purchase Agreement or a Proposed
Asset Purchase Agreement, (b) authorizing and approving the
assumption and assignment of certain of the Debtor's Executory
Contracts and Unexpired Leases related thereto.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Jan. (TBD), 2021 at 4:00 p.m. (EST)
b. Initial Bid: $2,075,000
c. Deposit: 5% of the cash consideration of such Bidder's bid,
not to exceed $125,000, made payable to the Debtor and to be held
in an escrow account at Shafferman & Feldman LLP
d. Auction: In the event multiple Qualified Bids for the
Purchased Assets are received by the Debtor, the Debtor will
conduct an auction for the Purchased Assets on Jan. (TBD), 2021
commencing at 12:00 noon (EST) at the offices of the Debtor's
special counsel, Paul Solda, Esq. Special Counsel for the Debtor,
at 350 Fifth Avenue, 77th Floor, New York, NY 10118 or such other
location designated by the Debtor prior to the scheduled auction
(i) in a filing on the docket and (ii) by written notice to the
entities entitled to attend the Auction as set forth in Auction and
Sale Process.
e. Bid Increments: $50,000
f. Sale Hearing: Jan. (TBD), 2021 at (TBD) (ST)
g. Sale Objection Deadline:
h. Closing: Feb. (TBD), 2021
i. Bid Protection: $50,000
By no later than the date ordered by the Court, the Debtor will
serve the Sale Procedures Notice upon prospective bidders.
The Debtor will ask to have the sale declared exempt from taxe, and
the sale motion will disclose the type of tax (e.g., NYS sales tax,
recording tax, stamp tax, use tax, capital gains tax) for which the
exemption is sought, if any.
Any sale of Purchased Assets will be on an "as is, where is" basis
and without representations or warranties of any kind, nature or
description by the Debtor, its agents or its estates, free and
clear of all Claims. The secured claim of HCA will be paid in full
by the Debtor at the Closing or assumed in part or in whole by the
Successful Bidder, at the option of the Successful Bidder.
The Debtor proposes to establish the procedures permitting it to
assume and assign certain of these Executory Contracts and
Unexpired Leases to the Successful Bidder and to notify
counterparties to such Executory Contracts and Unexpired Leases of
proposed cure amounts, if any, necessary to cure any defaults
existing thereunder.
The Debtor shall, within five business days of the entry of the
Sale Procedures Order, serve the Cure Notice upon each non-Debtor
counterparty to each Executory Contract or Unexpired Lease to which
it is a party that may be assumed and assigned to the Stalking
Horse Bidder, regardless of whether, at that time, the Executory
Contract or Unexpired Lease is listed as being proposed to be
assumed and assigned to the Stalking Horse Bidder. The Cure
Objection Deadline is 10 days after service of the Cure Notice or
Supplemental Cure Notice.
If any counterparty to an Executory Contract or Unexpired Lease
objects to the assumption and assignment of such Executory Contract
or Unexpired Lease for any reason other than the amount of the
proposed Cure Costs, such counterparty must file and serve such
Assignment Objection so as to be received by the Notice Parties by
no later than 10 days after service of the Cure Notice or
Supplemental Cure Notice, as applicable.
The relief sought is necessary and appropriate to maximize the
value of the Debtor's estate for the benefit of its economic
stakeholders. Accordingly, it submits that ample cause exists to
justify the waiver of the 14-day stay imposed by Bankruptcy Rules
6004(h) and 6006(d), to the extent that each such rule applies.
A copy of the proposes APA and proposed Bidding Procedures Order is
available at https://bit.ly/3re7b9K from PacerMonitor.com free of
charge.
About MKJC Auto Group
MKJC Auto Group, LLC owns and operates the automobile dealership
out of Long Island, New York, known as Hyundai of Long Island City,
selling and leasing new and pre-owned Hyundai automobiles to
consumers.
MKJC Auto Group, LLC, filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No.
20-42283) on June 8, 2020. The petition was signed by Ryan
Kaminsky, Executor of The Estate of Mitchell Kaminsky. At the time
of filing, the Debtor disclosed $10,319,999 in assets and
$10,034,320 in liabilities.
The Honorable Carla E. Craig is the presiding judge.
Joel M. Shafferman, Esq. at SHAFFERMAN & FELDMAN LLP, is lead
counsel to the Debtor. The Debtor has hired the Law Offices of
Paul J. Solda, Esq. as its special corporate and real estate
counsel.
MLAC CASTLE ATLANTA: Simpson Buying Atlanta Property for $3.23M
---------------------------------------------------------------
The MLAC Atlanta Castle, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Georgia to approve and confirm the sale of
its real estate located at 87 15th Street NE, Atlanta, Georgia and
related personal property and fixtures to The Simpson Organization,
Inc., for $3.225 million.
On Sept. 29, 2020 Debtor and Heritage First Bank filed a Joint Sale
Motion for entry following the Bid Procedures Hearing, of the Bid
Procedures Order approving a sale and bidding process to be used in
connection with the proposed auction of the Property. A hearing on
the Sale Motion was held on Oct. 20, 2020 after which the Court
entered an Order granting the Sale Motion and approving auction and
bid procedures.
Pursuant to the terms of the Sale Order, an online auction of the
Property took place between Dec. 8 to 10, 2020 on the Ten-X
commercial auction platform. The auction concluded on Dec. 10,
2020. There were no irregularities in the auction and there were
multiple bidders.
The highest and best offer for the Property was in the amount of
$3.225 million and the winning bidder was the Purchaser. Pursuant
to the Purchase and Sale Agreement, the Purchaser paid earnest
money of $338,625.
The Debtor believes that the purchase price is reflective of the
true market value of the Property under current market conditions.
The Debtor, through its real estate broker and the Ten-X auction
platform had marketed the Property for approximately ten months
prior to the auction.
The Debtor believes the following parties have security interests
in the Property:
a. Heritage First Bank holds a first priority lien upon and
security interest in the Property. Heritage estimates that, as of
Dec. 6, 2020, the total secured debt owed to Heritage by Debtor
will be at least $2,757,909 (including all principal, interest, and
late fees accrued through such date, but excluding attorney's
fees).
b. K.A.P. Castle Atlanta Miami, LLC asserts a second priority
statutory lien upon and security interest in the Property. Upon
information and belief, K.A.P asserts that, as of the Petition
Date, the total secured debt owed to K.A.P. by the Debtor was at
least $1,245,190.
c. Jack Green Group, LLC holds a third priority lien upon and
security interest in the Property. Upon information and belief,
Green asserts that, as of the Petition Date, the total secured debt
owed to Green by the Debtor was at least $770,817.
d. Investa Services asserts a priority statutory lien upon and
security interest in the Property for city and county property
taxes. Upon information and belief, Investa asserts that, as of
the date of the motion, the total secured debt owed to Investa by
Debtor was at least $25,402.
By the Motion, the Debtor asks the Court to (i) grant the sale of
the Property to the Buyer "as-is," free and clear of any and all
liens, claims, encumbrances and other interests; (ii) approve the
results of the Auction; (iii) approve the Purchase and Sale
Agreement; and (iv) waive any stay that would otherwise be
applicable to the immediate effectiveness of the Sale Order
pursuant to Bankruptcy Rules 6004(h) and 6006(d).
The Debtor also asks that the Court approves the following
disbursements at closing from proceeds of the sale: (i) the balance
of the secured debt owed to Heritage Bank as of the closing date;
(ii) property taxes to the City of Atlanta or Fulton County,
Georgia, including pro rata 2020 or 2021 property taxes as of the
closing date, and prior property taxes owed to Investa Services;
(iii) the transaction fee, or "buyer's premium," in the amount of
$161,250, which is to be paid by the Purchaser to Ten-X, over and
above the Purchase Price.
The net proceeds due the Debtor, after the disbursements are made
at closing, will be paid to the Debtor and deposited in the
Debtor's DIP bank account until further order of the Court. After
closing, the Debtor will file a Report of Sale with the Court.
The Purchaser:
THE SIMPSON ORGANIZATION, INC.
Attn: Boyd Simpson
1401 Peachtree St.
Atlanta, GA 30309
Telephone: (404) 253-6350
E-mail: scott@simpsonorg.com
About The MLAC Castle Atlanta
The MLAC Castle Atlanta, LLC, filed a Chapter 11 petition (Bankr.
N.D. Ga. Case No. 19-68220) on Nov. 12, 2019. It is a single asset
real estate debtor as defined in 11 U.S.C. Section 101(51B). At
the time of the filing, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range. The
petition was signed by Bryan Latham, manager. Judge James R. Sacca
oversees the case. The Law Office of Scott B. Riddle, LLC, is the
Debtor's legal counsel.
MOUNTAIN PHOENIX: Seeks to Hire Wiggam & Geer as Bankruptcy Counsel
-------------------------------------------------------------------
Mountain Phoenix, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Wiggam & Geer, LLC
as bankruptcy counsel.
Wiggam & Geer will render these legal services:
(a) Prepare pleadings and applications;
(b) Conduct examination;
(c) Advise the Debtor of its rights, duties and obligations;
(d) Consult with and represent the Debtor with respect to a
Chapter 11 plan;
(e) Perform legal services incidental and necessary to the
day-to-day operations of the Debtor's business; and
(f) Take other actions incident to the proper preservation and
administration of the Debtor's estates and business.
Wiggam & Geer's hourly rates are:
Attorneys $425
Legal Assistants $150
The firm received a retainer of $11,770 and billed $1,640 for
pre-bankruptcy legal fees and $1,738 for the filing fee. As of the
petition date, the firm holds a retainer of $8,392.
Will Geer, Esq., at Wiggam & Geer, disclosed in court filings that
he and his firm neither hold nor represent any interest adverse to
the Debtor and its estate.
The firm can be reached through:
Will B. Geer, Esq.
Wiggam & Geer, LLC
50 Hurt Plaza, SE, Suite 1150
Atlanta, GA 30303
Telephone: (678) 587-8740
Facsimile: (404) 287-2767
Email: wgeer@wiggamgeer.com
About Mountain Phoenix
Mountain Phoenix, LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-72587) on Dec. 11, 2020. At the time of the filing, the Debtor
had estimated assets of between $50,001 and $100,000 and
liabilities of between $500,001 and $1 million. Wiggam & Geer, LLC
serves as the Debtor's bankruptcy counsel.
MYOMO INC: Board OKs Amended Code of Business Conduct and Ethics
----------------------------------------------------------------
The Board of Directors of Myomo, Inc. approved an amended and
restated Code of Business Conduct and Ethics to, among other
things, additionally address federal and state False Claims Act
compliance, billing integrity, health and safety and security of
information systems. The amended Code of Conduct does not result
in any waiver with respect to any officer, director or employee of
the Company from any provision of the Code of Conduct as in effect
prior to the action of the Board of Directors to amend the Code of
Conduct.
About Myomo
Headquartered in Cambridge, Massachusetts, Myomo, Inc. --
http://www.myomo.com-- is a wearable medical robotics company that
offers expanded mobility for those suffering from neurological
disorders and upper limb paralysis. Myomo develops and markets the
MyoPro product line. MyoPro is a powered upper limb orthosis
designed to support the arm and restore function to the weakened or
paralyzed arms of patients suffering from CVA stroke, brachial
plexus injury, traumatic brain or spinal cord injury, ALS or other
neuromuscular disease or injury.
Myomo reported a net loss of $10.71 million for the year ended Dec.
31, 2019, compared to a net loss of $10.32 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.35
million in total assets, $2.37 million in total liabilities, and
$12.98 million in total stockholders' equity.
Myomo stated in its 2019 Annual Report that, "We have a history of
losses since inception. For the years ended December 31, 2019 and
2018, we incurred net losses of approximately $10.7 million and
$10.3 million, respectively. At December 31, 2019, we had an
accumulated deficit of approximately $56.1 million. We expect to
continue to incur operating and net losses for the foreseeable
future as we expand our sales and marketing efforts, invest in
product development and establish the necessary administrative
functions to support our growing operations and being a public
company. Our losses in future periods may be greater than the
losses we would incur if we developed our business more slowly. In
addition, we may find that these efforts are more expensive than we
currently anticipate or that these efforts may not result in
increases in our revenues, which would further increase our losses.
Our cash and cash equivalents balance at December 31, 2019 was
approximately $4.5 million, which includes gross proceeds of
approximately $3.0 million from a term loan ("Term Loan") from
Chicago Venture Partners ("CVP") entered into in October 2019, but
excludes net proceeds from a public offering of our common stock
completed in February 2020 of approximately $13.7 million,
Subsequent to the closing of our public equity offering, we repaid
approximately $2.0 million to CVP, comprising 50% of the
outstanding balance of the Term Loan and a prepayment fee. There
can be no assurance that our existing cash plus the cash raised in
the offering will be sufficient to achieve cash flow breakeven."
N & B MANAGEMENT: Trustee Selling Pittsburgh Property for $279K
---------------------------------------------------------------
Jeffrey J. Sikirica, Chapter 7 Trustee of N & B Management Co.,
LLC, asks the US Bankruptcy Court for the Western District of
Pennsylvania to authorize the sale to Jerry Speer and Diane Speer
or their assigns for $278,500, subject to higher and better offers,
of the real property consisting of:
a. Unit 103 within the building known as 2015-2029 Murray
Avenue, Pittsburgh, PA with an address of 2023 Murray Avenue,
Pittsburgh, PA 15217 and identified as tax parcel
0086-R-00202-0103-00 with the assignment of any lease interest
associated with the it;
b. Unit 104 within the building known as 2015-2029 Murray
Avenue, Pittsburgh, PA with an address of 2025 Murray Avenue,
Pittsburgh, PA 15217 and identified as tax parcel
0086-R-00202-0104-00 with the assignment of any lease interest
associated with it; and
c. a 32% membership interest in the condo association for the
building known as 2015-2029 Murray Avenue, Pittsburgh, PA and
associated with the prior mentioned units.
Treasurer City of Pittsburgh, Treasurer School District of
Pittsburgh, Treasurer County of Allegheny and Jordan Tax Service,
Inc. ("Taxing Authorities") represent any unpaid real taxes
assessed against the Real Property. Amounts owed to the Taxing
Authorities will be determined, pro-rated and paid at the closing
on the sale of the Real Property.
Pittsburgh Water & Sewer Authority ("Municipal Authority”)
represent any unpaid municipal sewage and water liens against the
Real Property. Amounts owed to the Municipal Authority will be
determined and paid at the closing on the sale of the Real
Property.
Borough of Mount Oliver, filed a municipal lien for sewage in the
Court of Common Pleas of Allegheny County at GD-17-003529. It is
believed said lien is filed against property other than the Real
Property subject to the current motion to sell and the Respondent
is listed for notice purposes. To the extent the Respondent
alleges it has any claim against the Real Property, said alleged
claim transfers to the proceeds received from the sale pending
further order of the Court.
Ziv Hadar and Nancy Maribel Rosales Llaury, filed a lis pendens and
complaint in the Court of Common Pleas of Allegheny County at
GD-16-003520. It is believed said lis pendens and complaint are
filed against property other than the Real Property subject to the
current motion to sell and Respondents are listed for notice
purposes. To the extent these Respondents allege they have any
claim against the Real Property, the sale is free and clear of said
claim and any payment to these Respondents will be as a general
unsecured creditor pursuant to the terms of the Plan in the case.
Natan Nagar filed a lis pendens in the Court of Common Pleas of
Allegheny County at GD-15-022289. It is believed said lis pendens
is filed against property other than the Real Property subject to
the current motion to sell and Respondent is listed for notice
purposes. To the extent this Respondent alleges he has any claim
against the Real Property, said alleged claim transfers to the
proceeds received from the sale pending further order of the Court.
Ronen Rimoni filed a lis pendens and complaint in the Court of
Common Pleas of Allegheny County at GD-16-006319. It is believed
said lis pendens and complaint are filed against property other
than the Real Property subject to the current motion to sell and
Respondent is listed for notice purposes. To the extent the
Respondent alleges he has any claim against the Real Property, said
alleged claim transfers to the proceeds received from the sale
pending further order of the Court.
Alon Rimoni filed a lis pendens and complaint in the Court of
Common Pleas of Allegheny County at GD-15-022290. It is believed
said lis pendens and complaint are filed against property other
than the Real Property subject to the current motion to sell and
Respondent is listed for notice purposes. To the extent the
Respondent alleges he has any claim against the Real Property, the
sale is free and clear of said claim and any payment to the
Respondent will be as a general unsecured creditor pursuant to the
terms of the Plan in the case.
Lewi Schapira filed a complaint to quiet title in the Court of
Common Pleas of Allegheny County at GD-15-016077. Respondents
Shimon Bar and Gilia Bar intervened as additional Plaintiffs in the
complaint. It is believed this matter has been settled pursuant to
an order entered by the Court at docket no. 99 and Respondents are
listed for notice purposes. To the extent any of these Respondents
alleges they have any claim against the Real Property, said alleged
claim transfers to the proceeds received from the sale pending
further order of the Court.
Erez Rimoni filed a series of lis pendens and complaints in the
Court of Common Pleas of Allegheny County at GD-15-021940,
GD-15-021941, GD-15-021942, GD-15-021952 and GD-15-21954. It is
believed some of the lis pendens and complaints are filed against
the Real Property subject to the current motion to sell as well as
to other property not subject to the sale motion. To the extent
the Respondent alleges he has any claim against the Real Property,
the sale is free and clear of said claim and any payment to the
Respondent will be as a general unsecured creditor pursuant to the
terms of the Plan in the case.
The Trustee has received an offer of $278,500 from the Speers on
the terms of their Standard Agreement for the Sale of Real
Property. The Speers either jointly and/or individually hold a
membership interest in the condo association for the building known
as 2015-2029 Murray Avenue, Pittsburgh, PA, operate an office from
that location and actively manage the condo association.
By the Sale Motion, the Trustee asks approval of the sale of the
Real Property to the Speers or to a Successful Bidder if additional
bidders appear, subject to higher and better offers. He asks that
the proposed sale be ordered to take place "as is, where is," and
"with all faults" and with no representations and/or warranties of
any kind, free and clear of any and all liens, claims, and
encumbrances. Such liens, claims, and encumbrances be divested and
discharged from the Real Property and transferred to the proceeds
of the sale.
The Trustee submits that the Purchase Price will be distributed at
the closing as follows consistent with the order approving the
sale: (i) real estate taxes for the school district, county and
City, including all delinquent real estate taxes due at the time of
the closing will be prorated over the tax year of the closing date
between the Successful Bidder and the Debtor; (ii) municipal liens
for sewage and water due at the time of closing; (iii) normal
miscellaneous closing costs related to documentation, lien letters,
etc.; and (iv) the balance of the proceeds will be held in trust by
the N & B Trustee pending distribution pursuant to the confirmed
Amended Plan Chapter 11 Plan dated Jan. 27, 2020 after resolution
of any contested alleged claims that arose as a result of the Sale
and payment of any Federal or State business income tax liabilities
or other administrative liabilities incurred because of the Sale.
A hearing on the Motion is set for Jan. 19, 2021 at 2:30 p.m.
A copy of the Agreement is available at
https://tinyurl.com/y9f2nktm from PacerMonitor.com free of charge.
The Purchaser:
Jerry Speer and Diane Speer
5535-C Forbes Avenue
Pittsburgh, PA 15217
About N & B Management
N & B Management Company, LLC, filed a Chapter 11 bankruptcy
petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016,
estimating less than $1 million in both assets and liabilities.
The Debtor is represented by Francis E. Corbett, Esq.
Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's
case on May 15, 2018.
On June 18, 2020 an amended Chapter 11 Plan dated Jan. 27, 2020 was
confirmed by the Court.
NORTHWEST HARDWOODS: Hires KPMG LLP as Valuation Advisor
--------------------------------------------------------
Northwest Hardwoods, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Miller Nash Graham & Dunn LLP, as special business and
transactional counsel to the Debtors.
Northwest Hardwoods requires Miller Nash to assist and render legal
advice in relation to real estate matters, employment matters,
import/export advice, general contracting, providing specialized
advice associated with the negotiation of the Exit ABL Facility,
other potential exit financing-related issues, and such other
general business matters as may arise.
Miller Nash will be paid at these hourly rates:
Partners $385 to $800
Senior Counsel $375 to $625
Associates $300 to $365
Paralegals $130 to $300
Miller Nash received a retainer in the amount of $100,000. The
Retainer was reduced to $50,365.92 after payment of fees related to
work performed prior to the Petition Date.
During the year immediately preceding the Petition Date for
services rendered Miller Nash received $119,476.87.
Miller Nash will also be reimbursed for reasonable out-of-pocket
expenses incurred.
R. Gibson Masters, a partner of Miller Nash, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Miller Nash can be reached at:
R. Gibson Masters, Esq.
Miller Nash Graham & Dunn LLP
111 S.W. Fifth Ave.
Portland, OR 97204
Tel: (503) 224-5858
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.
NORTHWEST HARDWOODS: Hires KPMG LLP as Valuation Advisor
--------------------------------------------------------
Northwest Hardwoods, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ KPMG LLP, as accounting and valuation advisor to the
Debtors.
Northwest Hardwoods requires KPMG LLP to assist with planning an
approach, consideration of alternatives, research, analysis,
implementation and documentation related to accounting and
reporting the emergence from bankruptcy and fresh-start reporting.
The Firm will also provide such other consulting, advice, research,
planning and analysis regarding valuation, accounting, and
financial reporting services as may be necessary, desirable or
requested from time to time.
KPMG LLP will be paid at these hourly rates:
Partners/Managing Directors $600
Senior Managers/Directors $500
Managers $440
Senior Associates $350
Associates $260
Prior to the Petition Date, KPMG LLP received a retainer in the
amount of $50,000.
During the 90 day period prior to the Petition Date, KPMG LLP
received $125,000 from the Debtors for professional services
performed and expenses incurred, as follows, which includes $50,000
as a retainer.
KPMG LLP will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Peter Lyster, a partner of KPMG LLP, assured the Court that the
firm is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtors and their estates.
KPMG LLP can be reached at:
Peter Lyster
KPMG LLP
1918 Eight Avenue, Suite 2900
Seattle, WA 98101
Tel: (206) 913-4000
Fax: (206) 913-4444
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.
NORTHWEST HARDWOODS: Hires Moss Adams as Tax Advisor
----------------------------------------------------
Northwest Hardwoods, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Moss Adams LLP, as tax advisor to the Debtors.
Northwest Hardwoods requires Moss Adams to render the following
services:
a. Restructuring Tax Analysis: Conduct tax diligence for
alternative restructurings of the Debtors' corporate debt
obligations; prepare calculations regarding the tax
implications of potential acquisition structures; and
advise on income tax consequences of a debt restructuring
(e.g., tax loss and credit carryover, tax basis).
b. Tax Return Preparation: Prepare 2020 federal and state tax
return for the Debtors and their non-Debtor subsidiaries.
Moss Adams will be paid at these hourly rates:
Partner $500 to $700
Managing Director/Director $450 to $550
Senior Manager $350 to $450
Manager $275 to $350
Senior Associate $175 to $275
In the 90 days prior to the Petition Date, Moss Adams received
retainers and payments of $168,000. Moss Adams has applied the
Retainers to amounts due for services rendered and expenses
incurred prior to the Petition Date leaving a balance of $29,000.
Moss Adams will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Arnie McClellan, a partner of Moss Adams LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Moss Adams can be reached at:
Arnie McClellan
Moss Adams LLP
999 Third Avenue, Suite 2800
Seattle, WA 98104
Tel: (206) 302-6500
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.
NORTHWEST HARDWOODS: Hires Prime Clerk as Administrative Advisor
----------------------------------------------------------------
Northwest Hardwoods, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the District of Delaware to
employ Prime Clerk LLC, as administrative advisor to the Debtors.
Northwest Hardwoods requires Prime Clerk to:
a. assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports,
as required in support of confirmation of a chapter 11
plan, and in connection with such services, process
requests for documents from parties in interest, including,
if applicable, brokerage firms, bank back-offices, and
institutional holders;
b. prepare an official ballot certification and, if necessary,
testify in support of the ballot tabulation results;
c. assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs
and gather data in conjunction therewith;
d. provide a confidential data room, if requested;
e. manage and coordinate any distributions pursuant to a
chapter 11 plan; and
f. provide such other processing, solicitation, balloting, and
other administrative services described in the Engagement
Agreement, but not covered by the Section 156(c) Order, as
may be requested from time to time by the Debtors, the
Court, or the Office of the Clerk of the Bankruptcy Court
(the "Clerk").
Prime Clerk will be paid at these hourly rates:
Director of Solicitation $210
Solicitation Consultant $190
COO and Executive VP No charge
Director $175-$195
Consultant/Senior Consultant $65-$165
Technology Consultant $35-$95
Analyst $30-$50
Prime Clerk will be paid a retainer of $25,000.
Prime Clerk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Benjamin J. Steele, vice president of Prime Clerk LLC, assured the
Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Prime Clerk can be reached at:
Benjamin J. Steele
PRIME CLERK LLC
830 3rd Avenue, 9th Floor
New York, NY10022
Tel: (212) 257-5450
E-mail: bsteele@primeclerk.com
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.
NUVERRA ENVIRONMENTAL: Amends Employment Contract with 2 Executives
-------------------------------------------------------------------
Nuverra Environmental Solutions, Inc. entered into amendments to
the existing employment agreements of Mr. Charles K. Thompson, the
Company's Chairman of the Board and chief executive officer, and
Mr. Eric Bauer, the Company's executive vice president and interim
chief financial officer.
Under the Thompson Amendment, the existing Employment Agreement
dated as Nov. 19, 2018 between the Company and Mr. Thompson was
amended to (i) revise the definition of "Term of Employment" to
specify Dec. 31, 2021 as the last day of the Term of Employment,
unless Mr. Thompson's employment with the Company is terminated
prior to such date in accordance with the terms of thereof; (ii)
revise the definition of "Good Reason" to include the termination
of Mr. Thompson's employment at the end of the defined Term of
Employment, without regard to any notice and cure provisions
contained in such definition; and (iii) modify the amounts payable
to Mr. Thompson upon termination of employment without Cause or for
Good Reason to include, in addition to the other amounts and
benefits set forth therein, a lump sum severance payment equal to
the sum of 18 months base salary (increasing by an additional
one-half month for each calendar month elapsed, up to a maximum of
24 months) plus 18 months of the Company's COBRA premiums in effect
on the date of termination (increasing by an additional one-half
month for each calendar month elapsed, up to a maximum of 24
months), provided that for purposes of calculating the foregoing
lump sum severance payment the annual base salary shall be the
greater of $600,000 or Mr. Thompson's actual annual base salary as
in effect on the termination date. The Thompson Amendment also
revised the Existing Thompson Agreement to provide for the issuance
to Mr. Thompson, on or prior to June 30, 2021, of time-based
restricted stock units representing an aggregate of 65,823 shares
of common stock and for the accelerated issuance and vesting of
such TRSUs upon a termination of employment without Cause or for
Good Reason.
Under the Bauer Amendment, the existing Employment Agreement dated
as April 3, 2020 between the Company and Mr. Bauer was amended to
modify the amounts payable to Mr. Bauer upon termination of
employment without Cause or for Good Reason to include, in addition
to the other amounts and benefits set forth therein, a lump sum
severance payment equal to the sum of 12 months base salary
(increasing by an additional one-half month for each calendar month
elapsed, up to a maximum of 18 months) plus 12 months of the
Company's COBRA premiums in effect on the date of termination
(increasing by an additional one-half month for each calendar month
elapsed, up to a maximum of 18 months).
Grants of Restricted Stock Units
On Dec. 16, 2020, the Company granted TRSUs to its executive
officers pursuant to the Nuverra Environmental Solutions, Inc. 2017
Long Term Incentive Plan and a Notice of Grant of Restricted Stock
Units and Award Agreement entered into between the Company and each
of the individual TRSU grantees. The Grant Agreements are subject
to the terms and conditions of the Plan. The TRSUs granted to Mr.
Thompson will represent, upon settlement, 86,076 shares of the
Company's common stock and are scheduled to vest in full on Dec.
31, 2021. The TRSUs granted to Mr. Robert Y. Fox (the president
and chief operating officer of the Company), Mr. Bauer and Mr.
Joseph M. Crabb (the Company's executive vice president, chief
legal officer and corporate secretary) will represent, upon
settlement, 84,388, 42,194, and 42,194 shares, respectively, of the
Company's common stock and are scheduled to vest one-half on Dec.
31, 2021 and one-half on Dec. 31, 2022. All TRSUs are subject to
potential accelerated vesting in the event the executive's
employment is terminated without "Cause" or with "Good Reason"
prior to scheduled vesting, as such terms are defined in the
applicable executive's employment agreement.
About Nuverra
Nuverra Environmental Solutions, Inc. provides water logistics and
oilfield services to customers focused on the development and
ongoing production of oil and natural gas from shale formations in
the United States. Its services include the delivery, collection,
and disposal of solid and liquid materials that are used in and
generated by the drilling, completion, and ongoing production of
shale oil and natural gas. The Company provides a suite of
solutions to customers who demand safety, environmental compliance
and accountability from their service providers.
Nuverra reported a net loss of $54.94 million for the year ended
Dec. 31, 2019, compared to a net loss of $59.26 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$195.94 million in total assets, $57.56 million in total
liabilities, and $138.38 million in total shareholders' equity.
NUVERRA ENVIRONMENTAL: Stockholders Pass All Proposals at Meeting
-----------------------------------------------------------------
Nuverra Environmental Solutions, Inc. held its 2020 Annual Meeting
of Stockholders on Dec. 18, 2020, at which the stockholders:
(a) elected Charles K. Thompson and Lawrence A. First as Class
III directors to serve a three-year term expiring on the date of
the 2023 annual meeting of stockholders;
(b) approved, on an advisory (nonbinding) basis, the
compensation awarded by the Company to its named executive
officer;
(c) ratified the selection of Moss Adams as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2020; and
(d) approved the First Amendment of the 2018 Restricted Stock
Plan for Directors that includes an increase in the aggregate
number of shares that may be issued under the 2018 Restricted Stock
Plan for Directors by 150,000 shares.
About Nuverra
Nuverra Environmental Solutions, Inc. provides water logistics and
oilfield services to customers focused on the development and
ongoing production of oil and natural gas from shale formations in
the United States. Its services include the delivery, collection,
and disposal of solid and liquid materials that are used in and
generated by the drilling, completion, and ongoing production of
shale oil and natural gas. The Company provides a suite of
solutions to customers who demand safety, environmental compliance
and accountability from their service providers.
Nuverra reported a net loss of $54.94 million for the year ended
Dec. 31, 2019, compared to a net loss of $59.26 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$195.94 million in total assets, $57.56 million in total
liabilities, and $138.38 million in total shareholders' equity.
OBITX INC: Weinstein Replaces M&K CPAS as Accountant
----------------------------------------------------
M&K CPAS, PLLC resigned as the independent registered public
accounting firm of OBITX, Inc., effective on Dec. 10, 2020.
During the year ended Jan. 31, 2020 there were no disagreements
with M&K CPAS (as defined in Item 304(a)(1)(iv) of Regulation S-K)
on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of M&K CPAS,
would have caused them to make a reference thereto in their report
on financial statements for such year.
On Dec. 10, 2020, the Board approved the appointment of Weinstein
International CPA as the Company's new independent registered
public accounting firm.
During the most recent fiscal years ended Jan. 31, 2020, prior to
the engagement of Weinstein International, the Company did not
consult with Weinstein International with regard to (i) the
application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might
be rendered on the Company's financial statements; and further,
Weinstein International has not provided written or oral advice to
the Company that was an important factor considered by the Company
in reaching a decision as to any accounting, auditing or financial
reporting issue; or (ii) any matter that was either the subject of
a disagreement or a reportable event (as described in Item
304(a)(1)(iv) of Regulation S-K).
About OBITX Inc.
OBITX, Inc. -- http://www.ObitX.com-- is engaged in digital
cryptocurrency and blockchain development and consulting.
OBITX reported a net loss from operations of $168,028 for the year
ended Jan. 31, 2020, compared to a net loss from operations of
$392,042 for the year ended Jan. 31, 2019. As of July 31, 2020,
the Company had $1.93 million in total assets, $506,909 in total
liabilities, and $1.42 million in total stockholders' equity.
Houston-based M&K CPAS, PLLC, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated June 2,
2020, citing that the Company suffered a net loss from operations
and has a net capital deficiency, which raises substantial doubt
about its ability to continue as a going concern.
ONEWEB GLOBAL: Launches 36 Satellites After Bankruptcy Exit
-----------------------------------------------------------
William Harwood of CBS News reports that bouncing back from
bankruptcy, OneWeb resumed building out its constellation of
internet satellites Friday, launching 36 broadband relay stations
atop a Russian Soyuz rocket to boost the company's orbital
constellation to 110.
Competing with with SpaceX's rapidly expanding Starlink system,
OneWeb satellites "will deliver high-speed aviation, maritime,
backhaul services and for governments, emergency response services
and more," the company said.
"Central to its purpose, OneWeb seeks to bring connectivity to
every place where fiber cannot reach, and thereby bridge the
digital divide."
The company's first launch under new management got underway at
7:26 a.m. EST (9:26 p.m. local time) when the Soyuz 2.1a booster's
engines roared to life at the Vostochny Cosmodrome in Russia's Far
East. After a smooth climb to orbit, the satellites were released
to fly on their own.
"All 36 OneWeb spacecraft were launched ... into their design
orbits," tweeted Dmitry Rogozin, director of the Russian federal
space agency, in translated remarks. "Mission completed
successfully. Congratulations!"
Fifteen more Soyuz launches, purchased through the European company
Arianespace, are currently planned by OneWeb. Arianespace oversees
Soyuz launches from the Guiana Space Center in South America while
a subsidiary, Starsem, handles commercial Soyuz launches at
Vostochny and the Baikonur Cosmodrome in Kazakhstan.
Friday's launch was the first fully commercial flight to take off
from Vostochny, Russia's newest spaceport.
SpaceX has launched 995 of its Starlink internet relay stations
atop Falcon 9 rockets and plans to launch thousands more in
multiple orbital planes, providing direct high-speed internet
service to any point on the planet. Beta testing is currently
underway in the northern United States and Canada.
OneWeb's planned constellation features fewer satellites in higher
orbits to provide similar global coverage, relaying signals through
multiple ground stations. An initial constellation of about 650
satellites is planned, and the company hopes to begin offering
initial commercial service by the end of next year.
"OneWeb's mission is to deliver connectivity everywhere to
everyone, providing global coverage by building a global
communications network," said Maurizio Vanotti, OneWeb director of
infrastructure development. "It's about removing barriers and
creating opportunities. ... Wherever you are you're going to be
connected."
OneWeb launched its first six satellites from French Guiana in
2019, then two sets of 34 each from the Baikonur Cosmodrome earlier
this year. Shortly after the third launch, the company announced it
had been unable to raise needed funding from its initial backers
and shortly thereafter declared bankruptcy.
This summer of 2020, the United Kingdom and Bharti Global, an
Indian communications company, agreed to take over control of
OneWeb, pumping in $1 billion to put the company back on its feet.
In November, OneWeb emerged from Chapter 11 bankruptcy under new
management and pressed ahead with Friday's launch of 36 satellites
built at a facility near the Kennedy Space Center in Florida.
"It's been an extremely challenging year for OneWeb and an
extremely challenging year for the world," said Vanotti. "But
there's no better way to close (out) 2020, and we really look
forward to start writing this new chapter of OneWeb's book."
About OneWeb Global Limited
Founded in 2012, OneWeb Global Limited is a global communications
company developing a low-Earth orbit satellite constellation system
and associated ground infrastructure, including terrestrial
gateways and end-user terminals, capable of delivering
communication services for use by consumers, businesses,
governmental entities, and institutions, including schools,
hospitals, and other end-users whether on the ground, in the air,
or at sea.
OneWeb's business consists of the development of the OneWeb System,
which has included the development of small-next generation
satellites that have been mass-produced through a joint venture and
the development of specialized connections between the satellite
system and the internet and other communications networks through
the SNPs. For more information, visit https://www.oneweb.world/
OneWeb Global Limited and its affiliates sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
20-22437) on March 27, 2020. At the time of the filing, the Debtors
disclosed assets of between $1 billion and $10 billion and
liabilities of the same range.
Judge Robert D. Drain oversees the cases.
The Debtors tapped Milbank LLP as counsel; Guggenheim Securities,
LLC as investment banker; FTI Consulting, Inc. as financial
advisor; Grant Thornton LLP as tax consultant; and Dixon Hughes
Goodman LLP as tax consulting and compliance services provider.
Omni Agent Solutions is the claims, noticing and solicitation
agent.
* * *
In October 2020, the United States Bankruptcy Court for the
Southern District of New York confirmed OneWeb's Chapter 11 plan of
reorganization. The U.K. government and Bharti Global Limited
formed a consortium to acquire the business as part of the plan.
Bharti Global and the U.K. government will each own a 42.2% stake
in the reorganized OneWeb, while SoftBank will have a 12.3 percent
interest in the satellite company.
ORANGE COUNTY BAIL: Selling Irvine Property for $900K
-----------------------------------------------------
Orange County Bail Bonds, Inc., asks the U.S. Bankruptcy Court for
the Central District of California to authorize the sale of the
real property located at 42 Pendant, Irvine, California, APN
932-425-95, to Jeffrey Lau and Abby Chianglin for $900,000, subject
to overbid.
The Debtor's estate includes its fee simple interest in the
Property. The Property is encumbered by a lien held by Wells Fargo
Bank, N.A. in the approximate amount of $375,000.
The Property has been listed for sale at $950,000, and then reduced
to $925,000. The marketing efforts of Kathy Clark of Harcourts
Prime Properties included listing the Property for sale on the
CRMLS Matrix and extensively advertising the Property at the
Broker's expense.
The Debtor received an offer from the Buyers to purchase the
property for $900,000. The parties have executed their Residential
Purchase Agreement and Joint Escrow Instructions, memorializing
Buyers' offer. The Buyers cured all contingencies (except Court
approval) and has provided the Debtor, currently held by Corner
Escrow, with a $27,000 good faith deposit that is refundable only
if the Buyers are not the winning bidders at the auction.
The balance of the Purchase Price will be tendered upon the Close
of Escrow. The Sale is "as is, where is," with all faults, without
warranty or recourse, but free and clear of any and all liens,
claims, and interests, together with all improvements, as well as
all easements and appurtenances. The Sale is also subject to
approval of the Court, and is subject to overbids.
The offer from the Buyers is the highest and best offer that the
Debtor has received to date, and the Broker believes that it
represents the fair market value and should be approved, subject to
overbidding. The Broker has received other interest in the
Property and believes there will be overbidding at the auction.
On information and belief from the Broker, the Debtor believes that
$900,000 represents fair market value and should be approved,
subject to overbidding. The Debtor is not aware of any adverse tax
consequence to the estate from the sale of the Property. All
property taxes, if any, will be paid through escrow.
From the sale price, the Debtor will pay the following: (i) WFB
Lien - approximately $375,000, (ii) Property Taxes - approximately
$4,000, (iii) Broker's Commission (5%) - $45,000, (iv) Costs of
Sale (est. at 2% of sale) - $18,000, and (v) reimbursement to the
Debtor for Property Improvements - $14,200. The Net Proceeds to
Estate is estimated at $443,800.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Dec. 31, 2020 at 5:00 p.m. (PST)
b. Initial Bid: $910,000
c. Deposit: $10,000
d. Auction: If any overbids are received, then an auction will
be conducted before the Court during the hearing on the Motion.
e. Bid Increments: $2,500
These Bidding Procedures will be provided to all creditors and any
potential bidders or parties who have shown an interest in the
Property. The Debtor believes that these Bidding Procedures, along
with the Broker's thorough marketing, will ensure that the highest
and best price is received for the Property for the benefit of the
estate and its creditors.
The Debtor asks that the Court authorizes the Sale to be
effectuated immediately upon entry of the order approving the
Motion, waiving the 14-day stay under FRBP 6004(h).
A hearing on the Motion is set for Jan. 7, 2021 at 9:30 a.m. The
Objection Deadline is Jan. 1, 2021.
A copy of the Agreement is available at https://bit.ly/2WFrSxn from
PacerMonitor.com free of charge.
The Purchaser:
Jeffrey Lau and Abby Chianglin
c/o DC Realty
10708 Lora Street
Temple City, CA 91780
About Orange County Bail Bonds
Orange County Bail Bonds Inc. -- http://www.bailall.com/-- is a
bail bond service headquartered in Santa Ana, Calif. The company is
family owned and operated, and specializes in bail bonds for
drug-related and drunk driving DUI offenses, spousal abuse and
domestic violence charges, prostitution solicitation charges,
felonies, and misdemeanors. Starting in 1963, the company has been
servicing Orange County, Los Angeles, Riverside, San Bernardino,
and San Diego.
Orange County Bail Bonds sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Cal. Case No. 19-12411) on June 21,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $1 million and liabilities of between $1
million and $10 million.
The case is assigned to Judge Erithe A. Smith.
Marc Forsythe, Esq., at Goe & Forsythe, LLP, is the Debtor's
counsel; and Griffiths Diehl & Company, Inc., is the accountant to
the Debtor. On Nov. 13, 2020, the Court appointed Kathy Clark of
Harcourts Prime Properties as real estate broker.
PAMELA BENNETT: Seeks Approval to Tap The Curry Firm as Counsel
---------------------------------------------------------------
Pamela Bennett Fitness, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Georgia to employ The Curry
Firm, LLC as bankruptcy counsel.
The Curry Firm will perform these services:
(a) Advise the Debtor regarding its powers and duties in the
continued operation and management of its affairs;
(b) Prepare legal papers; and
(c) Perform all other legal services in connection with the
Debtor's Chapter 11 case.
The firm will represent the Debtor in its bankruptcy case under a
general attorney fee and expense retainer, with all compensation
and expense reimbursement to be paid to the law firm subject to
approval by the court.
Joycelyn Curry, Esq., at The Curry Firm, disclosed in court filings
that she is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Joycelyn R. Curry, Esq.
The Curry Firm, LLC
P.O. Box 162670
Atlanta, GA 30321
Telephone: (404) 850-2330
Facsimile: (678) 890-5956
Email: jcurry@thecurryfirm.com
About Pamela Bennett Fitness
Pamela Bennett Fitness, LLC sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-71745) on Nov. 16, 2020, listing under $1 million in both assets
and liabilities. Joycelyn R. Curry, Esq., represents the Debtor as
counsel.
PENNSYLVANIA REAL: Egan-Jones Lowers Senior Unsecured Ratings to D
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 7, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Pennsylvania Real Estate Investment Trust to D from
BB-. EJR also downgraded the rating on commercial paper issued by
the Company to D from A3.
Headquartered in Philadelphia, Pennsylvania, Pennsylvania Real
Estate Investment Trust is a self-administered real estate
investment trust involved in acquiring, managing, and holding real
estate interests for current yield and long-term appreciation.
RANDALL C. HALL: Proposes Sale of 5 Real Properties
---------------------------------------------------
Judge Thomas M. Lynch of the U.S. Bankruptcy Court for the Northern
District of Illinois will convene a hearing on Feb. 3, 2020 at
11:00 a.m. to consider Randall C. Hall's the sale of five real
properties that are co-owned by the Debtor, Roland Hall and Richard
Hall, Jr. for an amount equal to the fair market value of each of
the Properties to persons or entities procured through a qualified,
licensed real estate broker.
The Properties are:
A. The first parcel of real estate is known as the "Highway
251 Farm" which is approximately 230 acres of farmland PIN numbers
11-13-400-001, 11-14-400-003 and 11-13-300-005. Title to this
property is in the names of Richard Jr., Randall and Roland. The
current estimated fair market value of the Highway 251 Farm is $2.3
million based upon $10,000 an acre.
B. The second parcel of real estate is known as the "IPPEN
Farm" which is approximately 121 acres of farmland PIN numbers
10-13-300-002 and 10-24-100-001. The Debtor, Roland and Richard
are the titleholders to the real estate. The current estimated
value of the IPPEN Farm is $1.2 million based upon $10,000 an acre.
C. The third parcel of real estate is known as the
"Perryville Farm" which is about 92 acres of farmland PIN number
16-35-100-002. Title to the property is in the names of Richard
Jr., Randall and Roland. Holcomb Bank has a first mortgage
encumbering the property with an indebtedness of approximately
$389,943. The current estimated value of the Perryville farm is
$920,000 based upon $10,000 an acre.
D. The fifth parcel of real estate is known as the "Grain Bin
site" which is about 10 acres of land with a grain storage
facility, PIN Number 11-23-200-018. Title to the property is in
the names of Richard Jr., Randall and Roland. The property is
encumbered with the first mortgage indebtedness due to Commodity
Credit Corp. in the approximate amount of $2,148,000.
E. The sixth parcel of real estate is commonly called
"Grandma's Farm" which is approximately 298 acres of farmland, with
a common address of 1819 Mulford Road, Lindenwood, Illinois PIN
number 19-10-300-005, 19-10-300-006 and 19-10-100-001. Title to
the property is in the names of Richard Jr., Randall and Roland.
The current estimated value of the Grandma's Farm is $2.98 million
based upon $10,000 an acre.
The Motion will be presented and heard electronically using Zoom
for Government. To appear by video, one may use the link:
https://www.zoomgov.com/. Then enter the meeting ID and password.
To appear by telephone, one can call Zoom for Government at
1-669-254-5252 or 1-646-828-7666. Then enter the meeting ID and
password. The meeting ID for the hearing is 160 291 5226 and the
password is 852255. The meeting ID and password can also be found
on the Judge's page on the Court's web site. Objections, if any,
must be filed no later than two business days before that date.
Once the real estate broker procures a signed Real Estate Contract
("PSA") approximating the fair market value of the subject
Property, the Debtor will advertise for two weeks (through two
publications) the sale and the purchase price procured through the
PSA in a newspaper that services the county where the Property is
located. The purpose of the advertisement is to procure additional
prospective purchasers willing to offer a purchase price that is
greater than in the PSA.
If any of these additional prospects tender a signed Real Estate
Contract offering a greater purchase price, but on the same or
better terms and conditions as in the PSA, the Broker will convene
an auction at the broker's principal place of business to obtain
the highest purchase price for the Property. The Auction will be
with recourse with the Debtor having the absolute right to cancel
the auction and not accept any offers for the Property. If the
Debtor accepts the highest bid at the Auction from a purchaser that
the broker and the Debtor believe is financially qualified to
consummate a purchase, the Debtor will ask the approval of the
Court through a subsequent Motion asking the sale of the Property
to the prospective purchaser that was the successful bidder at the
Auction pursuant to the terms of a duly executed written Real
Estate Contract and through a hearing set by the Court pursuant to
the subsequent Motion.
Any person or entity with a perfected lien claim against the
Property will be paid in full at the sale of the subject Property.
The details of the closing of the sale and the payment of these
liens will be set forth in the Subsequent Motion. The Debtor
submits that the value of the Properties can be best tested in the
context of an open and transparent auction with competitive
bidding. At the Sale Hearing, the Debtor will present to the Court
a bid for the Property that was subjected to a comprehensive and
competitive sale process, culminating in the Auction. As a result,
the successful bid will represent a fair and reasonable price for
the assets.
Counsel for the Debtor:
Ariel Weissberg, Esq.
WEISSBERG AND ASSOCIATES, LTD.
564 W. Randolph Street, 2nd Floor
Chicago, Illinois 60661
Telephone: (312) 663-0004
Facsimile: (312) 663-1514
E-mail: ariel@weissberglaw.com
Randall C. Hall sought Chapter 11 protection (Bankr. N.D. Ill. Case
No. 20-81572) on Sept. 4, 2020. The Debtor tapped Ariel Weissberg,
Esq., as counsel.
REGIONAL HEALTH: 3 Proposals Passed at Annual Meeting
-----------------------------------------------------
Regional Health Properties, Inc. held the Annual Meeting at Sonesta
Gwinnett Place Atlanta, located at 1775 Pleasant Hill Road, Duluth,
Georgia on Dec. 16, 2020, at which the stockholders:
(a) elected Michael J. Fox, Brent Morrison, Kenneth W. Taylor,
and David A. Tenwick to the Board to serve until the 2021 Annual
Meeting of Shareholders and until their successors are elected and
qualified, or until their earlier death, resignation or removal;
(b) approved the Regional Health Properties, Inc. 2020 Equity
Incentive Plan; and
(c) ratified the appointment of Cherry Bekaert LLP as the
Company's independent registered public accounting firm for the
year ending Dec. 31, 2020.
About Regional Health
Regional Health Properties, Inc. (NYSE American: RHE) (NYSE
American: RHEpA) -- http://www.regionalhealthproperties.com/-- is
a self-managed healthcare real estate investment company that
invests primarily in real estate purposed for senior living and
long-term healthcare through facility lease and sub-lease
transactions.
Regional Health reported a net loss attributable to the company's
common stockholders of $3.50 million for the year ended Dec. 31,
2019 compared to a net loss attributable to the company's common
stockholders of $19.88 million for the year ended Dec. 31, 2018.
As of Sept. 30, 2020, the Company had $110.33 million in total
assets, $98.23 million in total liabilities, and $12.10 million in
total stockholders' equity.
RENTON HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Renton Healthcare Rehabilitation Center, LLC
80 SW 2nd Street
Renton, WA 98057
Business Description: Renton Healthcare Rehabilitation Center, LLC
operates a nursing home in Renton,
Washington.
Chapter 11 Petition Date: December 18, 2020
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 20-13085
Judge: Hon. Christopher M. Alston
Debtor's Counsel: Thomas A. Buford, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
E-mail: tbuford@bskd.com
Total Assets: $3,712,444
Total Liabilities: $5,084,081
The petition was signed by Eric Orse, chief executive.
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/RNVXTGY/Renton_Healthcare_Rehabilitation__wawbke-20-13085__0001.0.pdf?mcid=tGE4TAMA
RIOT BLOCKCHAIN: Unveils 8 MW Pilot Project
-------------------------------------------
Riot Blockchain, Inc. announces an 8 megawatt (MW) pilot project to
assess the potential for higher productivity and lower cost mining
opportunities in Texas. Riot has teamed up with two leading-edge
technology companies, Enigma Digital Assets AG and Lancium, LLC to
launch the pilot project. The pilot project has the unique dual
focus of evaluating Enigma's next-generation immersion technology
to increase mining productivity, in addition to evaluating
Lancium's Smart Response software to reduce energy costs.
"Bitcoin mining is about scale, low-cost infrastructure and ultra
low-cost electricity," stated Michael McNamara, CEO of Lancium.
"Enigma's innovative solutions appear to offer a very meaningful
improvement on installed cost and productivity. Lancium's
power-ramping and trading expertise perfectly complements this by
delivering an innovative solution to provide the pilot project with
low-cost, optimized electricity."
"Our new mining modules are amoung the world's most powerful,
efficient and heat-resilient solutions for mining Bitcoin," said
Jakov Dolic, Co-Founder of Enigma. "Large economies of scale
allows rapid ROI, and resilience to heat enhances operating
performace in hotter climates, especially where powered with
low-cost electricity. We are extremely excited to launch this
relationship with Riot and Lancium."
"We are pleased to announce the pilot project and look forward to
advancing the Company's relationships with Lancium and Enigma,"
said Jeff McGonegal, CEO of Riot. "Enigma's immersion modules
provide significant potential benefits and Lancium's Smart Response
software helps miners reduce their cost of power by being
opportunistic in the local energy market. When combined, both
technologies have the potential to reduce Riot's bitcoin production
costs, increase hashrates and significantly extend the life of the
Company's bitcoin mining ASICs."
During the pilot project, Lancium will provide 8 MW of power for
the pilot project. The initial 3 MW will be dedicated to a
current-generation Enigma immersion module, for use with S19-Pro
ASIC miners. A further 5 MW will be made available for Enigma's
next-generation immersion module solution, which is currently in
final development and expected to be available in early 2021 for
the pilot project. This next-generation immersion module solution
involves proprietary ASIC chips and an entirely new cooling
solution. Both modules are the first of their kind from Enigma.
Riot will control the pilot project with Enigma providing the
immersion containers and Lancium licensing its Smart Response
software.
The pilot project represents the first Controllable Load Resource
in the Houston Load zone, with the energization of the facility
planned for Q1 2021. If successful, Riot may seek to expand upon
the pilot project at larger-scale sites.
XMS Capital Partners, LLC acted as a financial advisor to Riot
Blockchain in connection with the transaction.
About Riot Blockchain
Headquartered in Castle Rock, Colorado, Riot Blockchain --
http://www.RiotBlockchain.com-- specializes in cryptocurrency
mining with a focus on bitcoin. Riot also holds non-controlling
investments in blockchain technology companies. Riot is
headquartered in Castle Rock, Colorado, and the Company's mining
facility is located in Oklahoma City.
Riot incurred a net loss of $20.30 million in 2019 compared to a
net loss of $60.21 million in 2018. As of Sept. 30, 2020, the
Company had $62.63 million in total assets, $1.96 million in total
liabilities, and $60.67 million in total stockholders' equity.
RUBIO'S RESTAURANTS: Seeks to Hire BDO USA as Tax Consultant
------------------------------------------------------------
Rubio's Restaurants, Inc. and its affiliates seek approval from the
U.S. Bankruptcy Court for the District of Delaware to employ BDO
USA, LLP as their tax consultant.
BDO will render these services:
(a) evaluate and model the impact of IRC Section 382 and IRC
Section 108 on the Debtors' tax attributes; and
(b) provide other recommendations with respect to the tax
consequences of the proposed restructuring under the Debtors'
Chapter 11 cases.
The hourly rates of BDO's professionals are:
Partners/Director $650 - $750
Senior Managers $440 - $550
Managers $350 - $475
Seniors $275 – $375
Associates $190 - $250
In addition, BDO will seek reimbursement for out-of-pocket expenses
incurred.
Benjamin Williams, a partner at BDO, disclosed in court filings
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached through:
Benjamin Williams
BDO USA, LLP
3570 Carmel Mountain Road, Suite 400
San Diego, CA 92130
Telephone: (858) 404-9200
Facsimile: (858) 404-9201
About Rubio's Restaurants
Rubio's Restaurants, Inc. and its debtor affiliates are operators
and franchisors of approximately 170 limited-service restaurants in
California, Arizona, and Nevada under the Rubio's Coastal Grill
concept. Visit www.rubios.com for more information.
Rubio's Restaurants, Inc. and its debtor affiliates filed
concurrently filed voluntary petitions for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12688) on
October 26, 2020. The petitions were signed by Melissa Kibler,
chief restructuring officer. At the time of the filing, the Debtors
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Ropes & Gray LLP as their legal counsel, Young
Conaway Stargatt & Taylor, LLP as Delaware counsel, Mackinac
Partners LLC as restructuring advisor, Gower Advisers as investment
banker, B. Riley Financial, Inc. as real estate advisor, and BDO
USA, LLP as tax consultant. Stretto is the claims, noticing,
solicitation and balloting agent.
On Nov. 9, 2020, the Office of the United States Trustee for the
District of Delaware appointed the official committee of unsecured
creditors in these chapter 11 cases. The committee tapped Hogan
Lovells US LLP and Potter Anderson & Corroon LLP as its legal
counsel and Emerald Capital Advisors as its financial advisor.
SANTA BARBARA: Seeks to Hire Fowler Bell as Counsel
---------------------------------------------------
Santa Barbara Land Corporation seeks authority from the U.S.
Bankruptcy Court for the Eastern District of Kentucky to employ
Fowler Bell PLLC, as counsel to the Debtor.
Santa Barbara requires Fowler Bell to:
a. provide the Debtor with legal advice with respect to its
powers, rights, duties and obligations in the continued
operation of its business and management of its property in
these Chapter 11 cases;
b. prepare on behalf of the Debtor all necessary schedules and
statements, preparing motions, applications, pleadings,
answers, orders, reports, and other papers;
c. take such legal action as is necessary to protect and
conserve property of the estates;
d. advise the Debtor in connection with the potential sale of
assets;
e. assist the Debtor with the preparation, negotiation,
amendment, confirmation and consummation of its Plan of
Reorganization and accompanying Disclosure Statement and
any and all matters relating thereto;
f. assist the Debtor in dealing with creditors and other
parties-in-interest;
g. advise and represent the Debtor in hearings and other
judicial proceedings in connection with all applications,
motions, complaints and other similar matters;
h. advise the Debtor with respect to the claims and causes of
action which it may have against various parties,
including, without limitation, claims for preferences,
fraudulent conveyances, and other rights of recovery
granted to the Debtor exercising the powers of a trustee
under Chapter 11 of the Bankruptcy Code and instituting
appropriate adversary proceedings, and representing the
Debtor therein, with regard to such claims and
causes of action;
i. represent the Debtor in any pending non-bankruptcy
litigation and any litigation that arises post-petition;
j. consult with the Debtor regarding tax matters; and
k. perform any and all other legal services incident and
necessary to the bankruptcy case.
Fowler Bell will be paid at these hourly rates:
Attorneys $350 to $450
Paralegals $150
Fowler Bell received a retainer of %5,000 from the Debtor.
Fowler Bell will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Taft A. McKinstry, a partner of Fowler Bell, assured the Court that
the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtors and their estates.
Fowler Bell can be reached at:
Taft A. McKinstry, Esq.
Matthew D. Ellison, Esq.
Fowler Bell PLLC
300 West Vine Street, Suite 600
Lexington, KY 40507-1751
Tel: (859) 252-6700
Fax: (859) 255-3735
About Santa Barbara Land Corp
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.
SONOMA PHARMACEUTICALS: Inks Licensing Deal with Gabriel Science
----------------------------------------------------------------
Sonoma Pharmaceuticals, Inc. entered into a non-exclusive licensing
and distribution agreement with Gabriel Science, LLC, for the right
to sell hypochlorous acid products into the dental, head and neck
markets in the United States. The agreement has a one-year initial
term, subject to mutual extension.
About Sonoma Pharmaceuticals
Sonoma Pharmaceuticals, Inc. -- http://www.sonomapharma.com-- is a
global healthcare company that develops and produces stabilized
hypochlorous acid, or HOCl, products for a wide range of
applications, including wound care, animal health care, eye care,
oral care and dermatological conditions. The Company's products
reduce infections, itch, pain, scarring and harmful inflammatory
responses in a safe and effective manner. In-vitro and clinical
studies of HOCl show it to have impressive antipruritic,
antimicrobial, antiviral and anti-inflammatory properties. Its
stabilized HOCl immediately relieves itch and pain, kills pathogens
and breaks down biofilm, does not sting or irritate skin and
oxygenates the cells in the area treated assisting the body in its
natural healing process. The Company sells its products either
directly or via partners in 53 countries worldwide.
Sonoma reported a net loss of $2.95 million for the year ended
March 31, 2020, compared to a net loss of $11.80 million for the
year ended March 31, 2019. As of Sept. 30, 2020, the Company had
$18.14 million in total assets, $6.58 million in total liabilities,
and $11.56 million in total stockholders' equity.
Marcum LLP, in New York, the Company's auditor since at least 2006,
issued a "going concern" qualification in its report dated July 10,
2020, citing that the Company has incurred significant losses and
needs to raise additional funds to meet its obligations and sustain
its operations. These conditions raise substantial doubt about the
Company's ability to continue as a going concern.
SOTERA HEALTH: S&P Upgrades ICR to 'B+' on Material Deleveraging
----------------------------------------------------------------
S&P Global Ratings removed from CreditWatch all of its ratings on
U.S.-based Sotera Health Holdings LLC, including its issuer credit
rating, and raised them to 'B+' from 'B'. The '3' recovery rating
is unchanged.
The positive outlook reflects S&P's expectation that the company
will grow revenue at a high-single-digit-percent rate, maintain
very strong EBITDA margins, and generate significant free cash
flow, bringing leverage materially below 5x within the next 12
months.
Sotera recently raised about $1.2 billion through its IPO and used
nearly all of the proceeds to repay debt, including its $770
million second-lien notes and about $340 million of its first-lien
term loan. The debt repayment exceeded S&P's earlier expectations
by about $175 million.
S&P said, "Sotera has significantly reduced debt leverage with the
proceeds from its IPO to about 5.1x and we expect further
deleveraging leverage to below 5x in 2021. This contrasts with
leverage of about 7x-8x over the last few years. The one-notch
upgrade and positive outlook reflect the significant deleveraging
with little change to our expectations for business performance. We
expect funds from operations to debt will improve to about 14%-17%
over the next two years. The company's revenue and EBITDA has grown
modestly over the past 12 months, despite a drop in elective
medical procedures during the COVID-19 pandemic that reduced demand
for the company's sterilization services on certain medical
devices."
"Notwithstanding the company's commitment to further deleveraging
and our base case for credit measures to improve to levels
consistent with a 'BB-' rating in 2021, we view an immediate
upgrade to 'BB-' as premature. More specifically, even after the
IPO, Sotera is still effectively controlled by financial sponsors
(69% ownership) who are generally comfortable with high leverage,
which constrains the rating. Although we don't expect sponsors to
increase leverage for shareholder returns, we believe an attractive
acquisition opportunity could delay the deleveraging trajectory
from its net leverage target of 2x-4x. Moreover, the environmental
controversies around emissions and the risk of incremental costs or
legal liability are secondary considerations, holding back an
upgrade until leverage declines to materially below 5x. We believe
a new administration and Environmental Protection Agency
administrator add uncertainty to the regulatory landscape in
2021."
Sotera remains exposed to regulatory and litigation risks. The
biggest question about Sotera's business rests with government
legislators, regulators, and courts that could constrain the use of
ethylene oxide (EO) in sterilization or award substantial damages
to plaintiffs based on alleged past exposure to the carcinogenic
gas or reductions in property values based on proximity to Sotera
facilities.
S&P said, "We believe the limited competition, few available
substitutes in the near term, and the company's extensive
improvements in emission controls have significantly reduced their
exposure to operational shutdowns. We expect EO will continue to be
highly utilized as it is used to sterilize about 50% of medical
devices, and is currently without a proven substitute. Moreover,
the company generates the majority of its sterilization revenues
from technologies other than EO. Although we do not include any
significant legal liabilities in our base case, those risks can be
unpredictable."
"The positive outlook reflects our expectation that the company
will grow revenue at a high-single-digit-percent rate, maintain
very strong EBITDA margins, and generate significant free cash
flow, while bringing leverage materially below 5x within the next
12 months."
"We could revise the outlook to stable if we expect Sotera's
adjusted leverage will be sustained above 5x for more than 12
months. Such a scenario is possible if the company pursues
debt-financed acquisitions or has a major legal or environmental
setback increasing legal liabilities or weakening operational or
financial performance."
"We could upgrade Sotera if leverage declines materially below 5x,
and we gain confidence that leverage will be sustained at those
levels. This could occur over the next 12 months, if the company
performs in line with our base case."
SPRING TREE: Plan Admin Selling Portfolio of Loans to Innovate
--------------------------------------------------------------
American Credit Acceptance, LLC, the Plan Administrator of Spring
Tree Lending, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Georgia to authorize it to sell the Debtor's remaining
portfolio of loans being administered through the Post Confirmation
Trust to Innovate for 80% of the principal balance of the assets.
As of Dec. 15, 2020, the outstanding balance of the ACA Class 5
Secured Claim (as such term is defined in the Plan) is principal in
the amount of $314,290, plus accrued and unpaid interest in the
amount of $1,048, for a total of $315,338. The interest continues
to accrue on the principal balance at the per diem rate of $70.
The Debtor's only assets (administered by the Post Confirmation
Trust) consist of a portfolio of 24 loans with a principal balance
of $92,912. ACA, as Plan Administrator, projects that the
servicing of these loans will be completed in approximately eight
months. Should all of the loans be paid in full, the maximum the
Debtor could expect to collect is $112,233, inclusive of principal
and interest, a sum which would only partially satisfy the ACA
Class 5 Secured Claim. Conversely, should all loans end up in
default and the vehicles repossessed, the liquidation value of the
collateral would total $83,891, which is significantly lower than
the debt owed.
Pursuant to the Plan, all funds received as payment for the loans
are due to be distributed to ACA on behalf of the ACA Class 5
Secured Claim. The Debtor's loan portfolio is currently being
serviced by Innovate. As part of its duties as servicer, Innovate
is responsible for collection of loan proceeds and post-default
repossession and sale of collateral, among other things. Innovate
has made an offer to purchase the loans for 80% of the outstanding
principal balance of the portfolio at the closing, which is
estimated to be approximately $74,400. ACA consents to the
proposed sale of the Assets to Innovate.
ACA asks the Court to permit the sale of the Assets free and clear
of all liens, claims or encumbrances, with such liens, claims and
encumbrances to attach to the proceeds to be provided to the Plan
Administrator under the terms of any purchase agreement and that
all such proceeds are distributed to ACA pursuant to the Plan.
Finally, it asks the Court to shorten the notice to the Debtor and
creditors required by Rule 2002(a)(2) for cause as the Buyer's
offer to purchase requires a closing of the sale prior to Dec. 31,
2020.
Counsel for the Plan Administrator:
Marc Solomon
Kelly E. Waits
Adolyn C. Wyatt
BURR & FORMAN LLP
Suite 1100, 171 17th Street, N.W.
Atlanta, GA 30363
Telephone: (404) 815-3000
Facsimile: (404) 817-3244
E-mail: msolomon@burr.com
kwaits@burr.com
awyatt@burr.com
About Spring Tree Lending
Spring Tree Lending, LLC, engages in buying and servicing non-prime
auto loans from auto dealers and lenders. The company was founded
in 2015 and is based in Atlanta, Georgia.
On March 28, 2018, creditor Pacific Island Equity Corporation filed
an involuntary proceeding against Spring Tree Lending (Bank. N.D.
Ga. Case No. 18-55171). The case is assigned to Hon. Barbara
Ellis-Monro.
The Debtor hired George M. Geeslin, Esq., as counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
Upon the application of the U.S. Trustee, the Court entered its
order approving the appointment of Mark A. Smith as Chapter 11
Trustee on June 19, 2018.
On Dec. 31, 2018, the Court entered an Order Confirming Plan of
Reorganization. The Court closed the case sua sponte on Jan. 30,
2020. On March 4, 2020, the Court re-opened the case to enforce
the confirmed Plan.
STOREWORKS TECHNOLOGIES: Two More Creditors Appointed to Committee
------------------------------------------------------------------
James Snyder, acting U.S. trustee for Region 12, on Dec. 17, 2020,
appointed two more creditors to serve on the official committee of
unsecured creditors in the Chapter 11 cases of StoreWorks
Technologies, Limited and ATA Development, LLC.
The new members are:
(1) Nilan Johnson Lewis
Contact: Gregory Bromen
250 Marquette Avenue South Suite 800
Minneapolis, MN 55401
gbromen@nilanjohnson.com
(612) 305-7500
(2) Integrated Consulting Services, LLC
Contact: Craig Siiro
4917 W. 93rd Street
Bloomington, MN 55437
Craig.Siiro@integrated-consulting.net
(952) 446-7040 ext 101
The bankruptcy watchdog clarified that the notice of appointment
served on Jan. 29 listed Xenia as the appointee instead of Troy
Lynn Stezler.
About StoreWorks Technologies
StoreWorks Technologies, Limited -- https://www.storeworks.com/ --
is a computer systems design company located in Eden Prairie,
Minn., with a goal to revolutionize retail operation through the
application of technology. It provides comprehensive solutions to
retailers in these segments: kiosk, mobility payments, digital
signage, store-level peripherals, back office revolution and
network infrastructure.
StoreWorks and its affiliate, ATA Development, LLC, sought Chapter
11 protection (Bankr. D. Minn. Lead Case No. 19-43814) on Dec. 20,
2019.
In the petition signed by CEO Anil Konkimalla, StoreWorks was
estimated to have between $1 million and $10 million in both assets
and liabilities while ATA Development was estimated to have
$100,001 to $500,000 in assets and $500,001 to $1 million in
liabilities. Judge Katherine A. Constantine oversees the case.
Fredrikson & Byron, P.A., is the Debtor's legal counsel.
SZ COVINA: Seeks to Tap Levene Neale as Legal Counsel
-----------------------------------------------------
SZ Covina Capital Partners, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Levene, Neale, Bender, Yoo & Brill L.L.P. as bankruptcy counsel.
Levene Neale will perform these legal services:
(a) advise the Debtor regarding the requirements of the
bankruptcy court and the Office of the United States Trustee;
(b) advise the Debtor regarding certain rights and remedies of
its bankruptcy estate and the rights, claims and interests of
creditors;
(c) represent the Debtor in any proceeding or hearing in the
bankruptcy court involving its estate unless the Debtor is
represented in such proceeding or hearing by special counsel;
(d) conduct examinations of witnesses, claimants or adverse
parties and represent the Debtor in any adversary proceeding except
to the extent that any such adversary proceeding is in an area
outside of Levene Neale's expertise or which is beyond the firm's
staffing capabilities;
(e) assist the Debtor in the preparation of reports,
applications, pleadings and orders;
(f) assist in obtaining court approval to use cash collateral
or get debtor-in-possession financing;
(g) assist the Debtor in any asset sale process;
(h) assist the Debtor in the negotiation, formulation,
preparation and confirmation of a plan of reorganization and, to
the extent required, the preparation and approval of a disclosure
statement; and
(i) perform other services related to the Debtor's bankruptcy
case.
The hourly rates charged by the firm's attorneys and
paraprofessionals are:
David W. Levene $635
David L. Neale $635
Ron Bender $635
Martin J. Brill $635
Timothy J. Yoo $635
Gary E. Klausner $635
Edward M. Wolkowitz $635
David B. Golubchik $635
Beth Ann R. Young $610
Monica Y. Kim $610
Daniel H. Reiss $610
Philip A. Gasteier $610
Eve H. Karasik $610
Todd A. Frealy $610
Kurt Ramlo $610
Richard P. Steelman, Jr. $610
Juliet Y. Oh $595
Todd M. Arnold $595
Carmela T. Pagay $595
Anthony A. Friedman $595
Krikor J. Meshefejian $595
John-Patrick M. Fritz $595
Lindsey L. Smith $510
Jeffrey Kwong $495
Paraprofessionals $250
The Debtor paid the sum of $37,000 to Levene Neale, inclusive of
the $1,738 bankruptcy filing fee.
Ron Bender, Esq., managing partner at Levene Neale, disclosed in
court filings that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Ron Bender, Esq.
Levene, Neale, Bender, Yoo & Brill L.L.P.
10250 Constellation Blvd., Ste. 1700
Los Angeles, CA 90067
Telephone: (310) 229-1234
Facsimile: (310) 229-1244
Email: rb@lnbyb.com
About SZ Covina Capital Partners
SZ Covina Capital Partners, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal.
Case No. 20-20907) on Dec. 12, 2020. David A. Ruiz, managing
member, signed the petition.
At the time of the filing, the Debtor disclosed $1 million to $10
million in both assets and liabilities.
Judge Ernest M. Robles oversees the case. Levene, Neale, Bender,
Yoo & Brill L.L.P. serves as the Debtor's bankruptcy counsel.
TALBOT REHABILITATION: Case Summary & 20 Top Unsecured Creditors
----------------------------------------------------------------
Debtor: Talbot Rehabilitation Center, LLC
4430 Talbot Road South
Renton, WA 98055
Business Description: Talbot Rehabilitation Center, LLC operates a
nursing home in Renton, Washington.
Chapter 11 Petition Date: December 18, 2020
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 20-13086
Judge: Hon. Christopher M. Alston
Debtor's Counsel: Thomas A. Buford, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
E-mail: tbuford@bskd.com
Total Assets: $3,782,444
Total Liabilities: $4,901,084
The petition was signed by Eric Orse, chief executive.
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/WB5ZNLQ/Talbot_Rehabilitation_Center_LLC__wawbke-20-13086__0001.0.pdf?mcid=tGE4TAMA
TALOS ENERGY: S&P Assigns 'B-' ICR; Outlook Stable
--------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Houston-based E&P company Talos Energy Inc. (Talos) and its 'B+'
issue-level rating to the company's proposed second-lien notes
offering, with a recovery rating of '1'.
The stable outlook reflects S&P's expectations for Talos to
increase production next year while keeping leverage below 3x and
generating moderate free cash flow. S&P also forecasts average
funds from operations (FFO) to debt to be above 30%.
The ratings on Talos incorporate its concentration in the Gulf of
Mexico (GOM) and the associated risks of deepwater offshore
production, as well as Talos' majority ownership by private equity
firms Riverstone and Apollo.
S&P said, "We estimate average debt to EBITDA of around 2.7x with
FFO/debt of 30% over the next two years. We expect the company will
have more than $400 million of liquidity after the refinancing, and
forecast moderate free operating cash flow (FOCF) in 2021. It is
our understanding the company will use proceeds from the proposed
second-lien offering and the recent $75 million common stock
issuance to redeem its existing $348 million of 11% second-lien
notes due 2022, pay the associated call premium, and partially
repay outstanding revolver borrowings." On a pro forma basis,
Talos' revolving credit facility maturing in 2022 would be
approximately 59% drawn."
"We assess Talos' business risk as vulnerable, reflecting its
concentrated asset base in the GOM, operational risks related to
offshore oil production, and heavy asset retirement obligations,
which elevate spending relative to onshore producers. The company's
strategy focuses on seismic re-processing with production and
development near existing subsea infrastructure, which reduce the
time and cost of development. Since its formation in 2012, Talos
has grown substantially with a series of acquisitions highlighted
by the merger with Stone Energy in 2018 and recent asset purchases
from Castex Energy, ILX Holdings, and Venari. The company produced
48.6 m thousand barrels of oil equivalent per day (mboe/d) (74%
liquids) in the third quarter of 2020 and had 189.5 million (mm)
boe of proved reserves at mid-year. Talos is one of the larger
operators in the GOM, but its production lags higher-rated peers
such as Kosmos Energy, which is also more geographically
diversified. We also recognize the optionality presented by Talos'
interests in two blocks within the Zama discovery offshore Mexico.
The company and its partners are currently engaged in unitization
discussions, with the consortium preparing for final investment
decisions by the second half of 2021."
"We assess Talos' financial risk profile as highly leveraged
largely based on its private equity ownership, with Riverstone and
Apollo holding a majority of its equity. We believe this
increases the risk of Talos pursuing strategies that result in
higher financial leverage in order to maximize shareholder returns.
Nonetheless, we expect Talos will generate moderate FOCF in 2021
with average debt/EBITDA around 2.7x and FFO/debt of about 30% over
the next two years. Despite its inherent exposure to commodity
price volatility, Talos has hedged a significant portion of natural
gas production in addition to nearly 50% of anticipated oil
production for 2021 as well as around 30% in 2022. The company
tends to hedge a portion of production 12-18 months out.
Additionally, to help support cash flow, the company reduced its
capital spending plan for 2020 by about 35% to $377 million-$397
million, which along with recent G&A and operating cost-reduction
initiatives should help sustain liquidity. Even with a successful
refinancing, the $985 million credit facility would still be
heavily drawn and remains a risk given its expiration in less than
two years and recent oil and gas price volatility."
"The stable outlook reflects our expectations for Talos to increase
production next year while keeping leverage below 3x and generating
moderate free cash flow. We also forecast average FFO/debt will be
above 30%."
"We could lower the ratings on Talos if we believe its capital
structure is no longer sustainable or if liquidity deteriorates.
This would most likely occur if commodity prices were to fall below
our price deck assumptions or if the company did not meet
production expectations."
An upgrade would be possible if the company improved its scale and
scope of reserves and production to levels more consistent with
higher-rated peers while reducing revolver borrowings, maintaining
adequate liquidity, and FFO/debt above 30%.
TAMARAC 10200: U.S. Trustee Forms Creditors' Committee
------------------------------------------------------
The Office of the U.S. Trustee on Dec. 18, 2020, appointed a
committee to represent unsecured creditors in the Chapter 11 case
of Unipharma, LLC, an affiliate of Tamarac 10200, LLC.
The committee members are:
(1) Pedro M. Gallinar
Pedro M. Gallinar & Associates P.A.
6701 Sunset Dr. Suite 100
Miami, FL 33143
Phone: 305-668-4848
Fax: 305-668-3616
pedro@pgallinarcpas.com
(2) Michelle Gouvion
Associate General Counsel
Resources Connection, LLC.
dba Resources Global Professionals
17101 Armstrong Ave
Irvine, CA 92614
Phone: 714-430-6575
mgouvion@rgp.com
(3) Lope Alejandro Tapia Lizardi
9862 NW 52nd Ter.
Doral, FL 33178
Phone: 305-915-5079
atapia901@gmail.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 Tamarac 10200 and Unipharma LLC
Tamarac 10200, LLC owns a 165,000-square-foot manufacturing
facility located in Tamarac, Fla., that packages prescription, over
the counter, and nutraceutical and oral ophthalmic solutions.
Tamarac's affiliate, Unipharma, LLC, is a healthcare packaging
company serving the pharmaceutical and nutraceutical sectors in the
development, manufacturing, and packaging of liquid, disposable,
and single-dose units. Visit https://www.unipharmausa.com/
Tamarac and Unipharma filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-23346) on Dec. 7, 2020. The petitions were signed by Neil F.
Luria, chief restructuring officer.
At the time of the filing, Tamarac disclosed estimated assets of
$10 million to $50 million and estimated liabilities of $50 million
to $50 million, while Unipharma estimated to have $50 million to
$100 million in assets and $100 million to $500 million in
liabilities.
The Hon. Peter D. Russin oversees the cases.
The Debtors tapped Berger Singerman LLP as counsel, SOLIC Capital
Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and
Kurtzman Carson Consultants LLC as notice and claims agent.
TEXXON PETROCHEMICALS: Seeks to Hire Eric A. Liepins as Counsel
---------------------------------------------------------------
Texxon Petrochemicals, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Texas to employ Eric A. Liepins,
P.C. as legal counsel.
The Debtor requires legal assistance to orderly liquidate its
assets, reorganize the claims of the estate, and determine the
validity of claims asserted in the estate.
The firm will be paid at these rates:
Eric Liepins, Esq. $275 per hour
Paralegals/Legal Assistants $30 - $50 per hour
Liepins received a retainer of $5,000, plus the filing fee. The
firm will also be reimbursed for out-of-pocket expenses incurred.
Eric Liepins, Esq., disclosed in court filings that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Texxon Petrochemicals
Texxon Petrochemicals, LLC filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
20-42453) on Dec. 14, 2020.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $100,001 and $500,000.
Eric A. Liepins, Esq., serves as the Debtor's legal counsel.
TIMOTHY SCHMIDT: Selling Viking 52' Convertible Yacht for $565K
---------------------------------------------------------------
Timothy Schmidt and Dina Schmidt ask the U.S. Bankruptcy Court for
the Southern District of New York to authorize their contract with
Tim Greco relating to the sale of Mr. Schmidt's interest in a 2006
Viking 52' Convertible yacht for $565,000.
During the chapter 11 case, the Debtors have been liquidating
assets for the benefit of their creditors. Thus far, the Court has
approved sales of a vehicle, a single-family home and a condominium
unit. After many months of marketing their yacht for sale through
a professional boat broker, a party willing to purchase the
Property has been identified.
On Sept. 19, 2019, the Debtors filed Schedules of Assets and
Liabilities, and on Nov. 26, 2019, they filed Amended Schedule.
Schedule A/B discloses the Debtors own the Yacht with an estimated
value in the amount of $799,000. Schedule D discloses that the
Yacht is encumbered by a mortgage held by Sun Trust Bank in the
approximate amount of $515,000.
When the Debtor purchased the Yacht, they registered it with the
U.S. Department of Homeland Security, United States Coast Guard,
National Vessel Documentation Center. SunTrust Bank perfected its
vessel mortgage by filing a lien with the Coast Guard.
The Debtor marketed the Property during 2019 and 2020 through
Staten Island Yacht Sales ("SIYS") (www.siyachts.com). The initial
offer received from the Purchaser in the amount of $660,000 was the
highest offer received. The Yacht was then inspected for soundness
in connection with the proposed sale. Oil samples were taken from
the MAN marine diesel engines to determine their condition. The
oil samples indicate there are high levels of metal in the oil.
This means the pistons and crank shafts have been wearing down and
need to be replaced. The testing was verified with a second round
of testing. Both parties agreed to a proceed with a quote to fix
the engine by a factory-certified MAN marine diesel repair company.
The resulting quote to fix the engines is $135,000.
After further negotiation the Purchaser agreed to purchase the
Yacht "as-is," in need of a $135,000 repair. However, the
Purchaser reduced the offer by $95,000, from $660,000 to $565,000
as described in the proposed Purchase and Sale Agreement.
It is important to consummate the sale expeditiously because the
Property must be stored over the winter months at a substantial
cost. The Debtor conserved funds by doing all of the maintenance
work himself during the summer months, but professionals are
required to perform the winterizing and storage necessary during
the winter months.
The Debtors believe the Purchase Price is the highest offer they
will receive and the risk of paying to winterize and store the
Property over the winter outweighs the chance that a higher offer
could be received next summer.
The Debtor submits that sufficient cause exists for scheduling a
hearing on shortened notice to consider the Motion based upon the
urgency for him to move the vessel to Florida to avoid paying
significant winterizing and storage fees to the Estate.
A copy of the Agreement is available at https://bit.ly/3h0vHGJ from
PacerMonitor.com free of charge.
Timothy Schmidt and Dina Schmidt sought Chapter 11 protection
(Bankr. S.D.N.Y. Case No. 19-23483) on Aug. 16, 2019. The Debtors
tapped Dawn Kirby, Esq., at Kirby Aisner & Curley, LLP, as counsel.
TMR LLC: Roewes Selling Washington Property for $195K
-----------------------------------------------------
Tim and Lona Roewe, affiliates of TMR, LLC, ask the U.S. Bankruptcy
Court for the Eastern District of Missouri to authorize them to
sell their Lots 5, 6, 7 and 8 of Blueberry Acres located on Bluff
Road, Washington, Franklin County, Missouri, to Daniel and Trisha
Kuenzel for $195,000.
On Nov. 7, 2018 the Court entered its order confirming Roewes Third
Amended Plan of Reorganization. On June 10, 2020, the Roewes
entered into a contract with the Purchasers for purchase the
Property. The Roewes and the Purchasers have agreed to extend the
closing of the Sale of the Property until after the Court approval
of the Sale.
The Roewes own, and ask authority from the Court to sell, the
Property to the Purchasers for a total sale price of $195,000 to a
non-insider for the highest and best price obtainable. The
Property is subject to two deeds of trust in favor of Bank of
Washington. The Sale will pay off the balances to the lienholders
in full and leave a remaining balance which can be used to pay
other creditors and expenses.
Article VII of the Plan provides that the Debtors may sell assets
to pay their creditors. Article X, section 10.06 vests all
property of the estate in the Debtors free and clear of all claims
and interests except those referenced in the Plan. The Debtors are
confident that the Plan and Bankruptcy Code vest the Property in
them and that the Property can be sold post-confirmation Without
application to the Court. The title company involved in the Sale
has indicated that they require a comfort order from the Court as a
requirement of insuring title for the transaction.
The Debtors ask the Court to approve the Sale of the Property to
the Purchasers free and clear of all liens, encumbrances, claims,
security interests of Whatever kind or nature except those of
record in favor of Bank of Washington.
A hearing on the Motion is set for Jan. 6, 2021 at 2:00 p.m. The
objection deadline is Dec. 30, 2018.
A copy of the Contract is available at https://bit.ly/3akCPMN from
PacerMonitor.com free of charge.
The Purchaser:
Daniel and Trisha Kuenzel
7385 Bluff Road
Washington, MO 63090
Telephone: (636) 390-3416
Facsimile: (636) 390-3156
E-mail: tkuenzel@yhti.net
About TMR LLC
TMR, LLC, owns a commercial building in Washington, Missouri, which
houses two manufacturing companies. The building was personally
owned by the Roewes before being transferred to TMR in 2014.
TMR filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mo.
Case No. 17-45907) on Aug. 29, 2017, estimating its assets and
liabilities at between $1 million and $10 million. The Debtor
listed its business as a single asset real estate (as defined in 11
U.S.C. Section 101(51B)); and as a small business debtor as
defined in 11 U.S.C. Section 101(51D).
The petition was signed by Timothy M. Roewe, its managing member.
Judge Charles E. Rendlen III presides over the case.
A. Thomas DeWoskin, Esq., at Danna Mckitrick, PC, serves as the
Debtor's bankruptcy counsel.
TRIUMPH GROUP: Contributes 2.8 Million Common Shares to Trust
-------------------------------------------------------------
Triumph Group, Inc. contributed 2,849,002 shares of common stock,
par value $0.001 per share, to Vought Aircraft Industries Inc.,
Master Defined Benefit Trust, which is the funding vehicle for the
Vought Aircraft Industries, Inc. Hourly Retirement Plan. The
Securities were contributed to the Trust as a discretionary
contribution in a private placement transaction made in reliance
upon the exemption from registration provided by Section 4(a)(2) of
the Securities Act of 1933, as amended. The closing price of the
Company's common stock on the New York Stock Exchange on the date
of the contribution was $14.04 per share (for an aggregate of
approximately $40 million). The amount that the Company can
recognize in satisfaction of its obligation will vary over time.
However, the contribution is forecast to reduce the approximate $58
million fiscal year 2022 required cash contribution to
approximately $20 million.
On Dec. 17, 2020, the Company filed a prospectus supplement to a
registration statement with the Securities and Exchange Commission,
covering the resale of up to 4,552,305 shares of common stock of
the Company (which includes the Securities and common stock
previously contributed to the Trust on Dec. 11, 2019) and naming
the Trust as a selling securityholder thereunder, pursuant to which
the Trust may resell the Securities from time to time.
About Triumph
Headquartered in Berwyn, Pennsylvania, Triumph Group, Inc. --
http://www.triumphgroup.com-- designs, engineers, manufactures,
repairs and overhauls a broad portfolio of aerospace and defense
systems, components and structures. The company serves the global
aviation industry, including orig inal equipment manufacturers and
the full spectrum of military and commercial aircraft operators.
Triumph Group reported a net loss of $28.13 million for the year
ended March 31, 2020, a net loss of $321.76 million for the year
ended March 31, 2019, and a net loss of $425.39 million for the
year ended March 31, 2018. As of Sept. 30, 2020, the Company had
$2.53 billion in total assets, $674.04 million in total current
liabilities, $2.01 billion in long-term debt (less current
portion), $626.85 million in accrued pension and other
postretirement benefits, $7.49 million in deferred income taxes,
$274.80 million in other noncurrent liabilities, and a total
stockholders' deficit of $1.06 billion.
* * *
As reported by the TCR on Aug. 6, 2020, Moody's Investors Service
downgraded its ratings for Triumph Group, Inc., including the
company's corporate family rating (CFR, to Caa3 from Caa2) and
probability of default rating (to Caa3-PD from Caa2-PD). "The
downgrades reflect its assertion of rising default risk over the
next few years given the company's deemed unsustainable leveraged
capital structure and the multi-year recovery of the aerospace
industry as anticipated," says Eoin Roche, Moody's vice president
and senior analyst covering Triumph.
In June 2020, S&P Global Ratings lowered its issuer credit rating
on Triumph Group Inc. to 'CCC+' from 'B-'.
TUPPERWARE BRANDS: S&P Raises ICR to B; Ratings Off Watch Positive
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
Tupperware Brands Corp. to 'B' from 'CCC' and removed all of its
ratings on the company from CreditWatch, where the rating agency
placed them with positive implications on Nov. 4, 2020. S&P has
withdrawn its ratings on the redeemed notes.
Tupperware redeemed its outstanding $380 million of senior
unsecured notes due June 1, 2021, and closed on its $275 million of
new term loan facilities (unrated), which comprise a $200 million
term loan A and a $75 million term loan B.
The upgrade reflects the company's improved financial flexibility
and liquidity following the refinancing of its near-term maturity.
Tupperware struggled to refinance its $600 million senior unsecured
notes due June 1, 2021, at suitable terms while it worked to
improve the performance of its business. Under the new facilities,
the company will not face any near-term debt maturities until 2023.
There are also no annual amortization requirements. S&P believes
the refinancing has improved Tupperware's capital structure and
will enable management to focus on its business turnaround.
S&P said, "The positive outlook reflects the possibility that we
will raise our ratings on Tupperware if it can execute its
strategic plan. The company is still in the early stages of a
turnaround and we would like to see a demonstrated track record of
sustained improvement in its operating performance, including
lapping the benefits provided by the pandemic, before raising our
ratings. Under its new leadership, Tupperware's key turnaround
initiatives include bolstering the brand with greater consumer pull
marketing, entering into new product categories, segmenting its
branding and pricing, expanding its distribution
channels--including its digital presence--and enhancing the methods
of its direct-sales force. We believe strengthening its digital
capabilities amid the heightened competition from large, online
players, such as Amazon, will be its greatest hurdle. The company's
representatives are currently using its digital tools to connect
with customers amid the pandemic and facilitate transactions.
However, this approach entails a longer lead time between ordering
and the point at which the product reaches the end consumer. We
believe management's ability to build its e-commerce presence while
maintaining an active sales force will be essential to sustaining
its long-term growth."
"Tupperware improved its operating performance and reduced its debt
to EBITDA, which exceeded our expectations. During the third
quarter ended Sept. 26, 2020, the company's reported revenue
increased by 14% and its EBITDA climbed to about $100 million from
about $57 million in the same quarter in 2019. Increased at-home
food consumption, a weaker macroeconomic environment that helped
Tupperware attract and retain representatives, and its greater use
of digital tools boosted the productivity of its sales
representatives and increased its overall revenue. Management's
cost reductions and the increase in its revenue also led to an
improvement in its profitability. Specifically, management achieved
about $120 million of its planned $180 million in cost savings
through the third quarter. Tupperware's active sales force expanded
by 10% during the quarter with the largest gains in North and South
America, which were partially offset by declines in the
Asia-Pacific region. While we anticipate some persistent weakness
in retail-driven markets, such as China, we anticipate its demand
will remain solid in other markets if consumers continue to eat at
home and it recruits more representatives because of the weaker job
market amid the coronavirus pandemic. Tupperware has improved its
performance over the past couple of quarters, though it has yet to
prove that it can sustain these improvements. Still, it has
substantially reduced its leverage and we estimate its debt to
EBITDA improved to about 3.8x for the 12 months ended Sept. 26,
2020, from 5.1x in the prior quarter ended June 27, 2020. Pro forma
for the new capital structure, we forecast the company's leverage
will be in the 3.5x area or below by the end of fiscal 2020."
Tupperware's cash flow generation will likely enable it to support
its new capital structure with sufficient liquidity.
S&P said, "While the interest rate on the new debt is high at 9.75%
initially, total interest cost should remain manageable given our
expectation for lower debt and the company's good cash flow
generation. Through the first nine months of 2020, the company
generated nearly $112 million in operating cash flow, largely
through improvements in its profitability and working capital. We
expect Tupperware will continue to generate at least $100 million
of FOCF in 2020 after factoring in capex of about $40 million this
year." In addition, the company's asset sales, such as land sales,
will provide it with over $80 million in net proceeds, of which it
has already received approximately $40 million. In addition, the
potential sale of other noncore assets would generate additional
proceeds, which it could use for further debt reduction."
Tupperware's financial policies will likely support continued
investment in its business.
S&P said, "We expect the company to use its excess cash to invest
in the business and reduce its debt. Specifically, we believe
Tupperware will continue to suspend its dividend, which it
initially suspended in the fourth quarter of 2019. We also do not
expect the company to make any large discretionary share
repurchases."
The positive outlook reflects the possibility that S&P will raise
its ratings on Tupperware over the next 12 months if it sustains
the improvements in its business and financial performance.
S&P could raise its ratings on Tupperware if it maintains debt
leverage of less than 4x and the rating agency forecasts FOCF of at
least $60 million. S&P believes this could occur if:
-- The company sustains core revenue growth (excluding
divestitures) in at least the low single digit percent area;
-- The company maintains adjusted EBITDA margin of at least 15%;
-- It continues to pay down debt; and
-- It maintains a sufficient cushion under its financial covenants
and adequate liquidity.
S&P could revise its outlook on Tupperware to stable or lower its
ratings if it is unable to execute on its strategic plan such that
it loses market share, leading to a deterioration in its revenue
and profit.
UNIVERSITY PLACE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: University Place Rehabilitation Center, LLC
5520 Bridgeport Way W
University Place, WA 98467
Business Description: University Place Rehabilitation Center, LLC
owns and operates a skilled nursing care
facility in University Place, Washington.
Chapter 11 Petition Date: December 18, 2020
Court: United States Bankruptcy Court
Western District of Washington
Case No.: 20-42793
Judge: Hon. Brian D. Lynch
Debtor's Counsel: Thomas A. Buford, Esq.
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
Email: tbuford@bskd.com
Total Assets: $3,746,381
Total Liabilities: $5,684,608
The petition was signed by Eric Orse, chief executive officer.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/XFEAKHY/University_Place_Rehabilitation__wawbke-20-42793__0001.0.pdf?mcid=tGE4TAMA
USS ULTIMATE: S&P Alters Outlook to Positive, Affirms 'B-' ICR
--------------------------------------------------------------
S&P Global Ratings revised its outlook on USS Ultimate Holdings
Inc. to positive from negative and affirmed its 'B-' issuer credit
rating.
At the same time, S&P is affirming its 'B-' issue-level rating on
the company's first-lien secured debt, and 'CCC' issue-level rating
on the company's second-lien secured debt. Its respective recovery
ratings of '3' and '6' are unchanged.
S&P said, "The positive outlook reflects that we could raise our
rating on USS if it maintains solid performance in its core RBS
segment over the next 12 months and its events segment begins to
recover." This would enable it to generate positive FOCF and keep
S&P Global Ratings-adjusted debt-to-EBITDA leverage below 7x even
when incorporating bolt-on acquisitions and sponsor returns."
USS's performance in the COVID-19 pandemic-related recessionary
environment is better than S&P expected. Customer awareness and the
need for a more hygienic environment for site workers led to higher
broad-based end-market demand for USS's portable restrooms and
hand-washing stations, and more frequent higher-margin servicing of
USS's installed essential equipment base. The company's RBS revenue
increased over 40% during the first three quarters of fiscal 2020,
ended Sept. 30, 2020, offsetting the impact of steep declines in
event-based revenues (70%). EBITDA growth contributed to about four
turns improvement in its S&P Global Ratings-adjusted debt-to-EBITDA
leverage ratio to 5.6x at the end of the third quarter from
year-end 2019. S&P believes as industrial production and new
residential construction continue to recover, adherence to safety
and hygiene standards (additionally aided by Occupational Safety
and Health Administration-recommended guidelines and regulations)
will support continued stable demand for USS's products and
services.
S&P said, "While we expect this positive operating performance
driven by a pandemic-related need for higher sanitation standards
to continue over the next 12 months, we believe revenue growth will
moderate. We think demand in the RBS segment will decelerate by the
second half of 2021 and revenues in the events segment should start
to recover as the post-pandemic economy leads to more normalized
demand in the company's end markets."
Pricing increases and structural cost cuts should support continued
stable profitability, although an opportunistic merger and
acquisition pipeline could keep leverage elevated over the forecast
period. USS increased prices in the high-single-digit percentages
in 2020, reduced overtime expenses, and underwent sizable personnel
reductions in 2019 and again in second quarter of 2020, improving
its S&P Global Ratings-adjusted EBITDA margin 750 basis points in
the first three quarters.
S&P said, "With expectations of modest overall top-line growth in
2021, we estimate adjusted EBITDA margins will remain in the mid-
to high-20% range over the next 12 months as it raises prices on
its essential portable sanitation servicing without material impact
on its customers given the inherently low-cost nature of this
product. However, due to its past dependence on inorganic growth
strategy, we expect USS could return to its aggressive debt-funded
acquisition pace in 2021 after a pause in 2020. We estimate
acquisition spending above $300 million in 2021 would keep leverage
elevated beyond 5x over the short term."
"We anticipate USS will generate positive free cash flows and
maintain adequate liquidity over the next 12-24 months. Free cash
flows exceeded net income through margin expansion, ongoing working
capital management, cutback on capital expenditures (capex), and
reduced discretionary outlays during the first three quarters of
2020. We expect USS to generate positive free cash flows of about
$80 million-$100 million over the next 12-18 months after factoring
in sustained capital spending and intrayear working capital outlays
to support higher sales."
USS has over $150 million of available liquidity between
balance-sheet cash and asset-based lending (ABL) facility
availability. This adequately positions USS to fund its operations,
meet the required minimum debt amortization payments, and pursue
moderate bolt-on acquisitions.
Environmental, social, and governance (ESG) credit factors for this
credit rating action:
-- Health and safety
Outlook
S&P said, "The positive outlook on USS reflects our expectation
that the company's S&P Global Ratings-adjusted leverage will remain
below 7x for the next 12 months while it continues to improve its
operating performance, which may potentially support a higher
rating. We forecast healthy end-market demand in the company's RBS
segment to persist, driven by continued demand for clean working
environments in the post-pandemic economy."
Upside scenario
S&P could raise its ratings on USS if:
-- The company continues to generate positive FOCF and maintains
adequate liquidity;
-- S&P believes the company's financial policy supports keeping
S&P Global Ratings-adjusted leverage below 7x even when
incorporating potential acquisitions and shareholder rewards; and
-- The company timely addresses its upcoming August 2022 ABL
revolving facility maturity.
Downside scenario
S&P could revise its outlook to stable if it is less confident USS
will maintain S&P Global Ratings-adjusted debt to EBITDA below 7x.
This could happen if:
-- Positive operating momentum reverses because of weak end-market
demand in its core residential and nonresidential construction end
markets; or
-- The company returns to its previous high pace of debt-funded
acquisitions and capex.
VAIL RESORTS: Egan-Jones Lowers Senior Unsecured Ratings to BB-
---------------------------------------------------------------
Egan-Jones Ratings Company, on December 11, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Vail Resorts Incorporated to BB- from BB.
Headquartered in Broomfield, Colorado, Vail Resorts, Inc. is an
American mountain resort company.
VITALITY HEALTH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Vitality Health Plan of California, Inc.
DBA Vitality Health Plan
18000 Studebaker Road, Suite 960
Cerritos, CA 90703
Business Description: Vitality Health Plan of California, Inc. --
https://www.vitalityhp.net -- is a health
insurance company in Cerritos, California.
Vitality is an HMO plan with a Medicare
contract.
Chapter 11 Petition Date: December 18, 2020
Court: United States Bankruptcy Court
Central District of California
Case No.: 20-21041
Judge: Hon. Julia W. Brand
Debtor's Counsel: Garrick A. Hollander, Esq.
WINTHROP GOLUBOW HOLLANDER, LLP
1301 Dove Street, Suite 500
Newport Beach, CA 92660
Tel: 949-720-4100
Email: ghollander@wghlawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Brian Barry, 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/Y3WIDQI/Vitality_Health_Plan_of_California__cacbke-20-21041__0001.0.pdf?mcid=tGE4TAMA
VORDERMEIER MANAGEMENT: 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
Vordermeier Management Company, according to court dockets.
About Vordermeier Management Co.
Vordermeier Management Company filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Fla. Case No. 20-22726) on Nov. 20, 2020,
disclosing under $1 million in both assets and liabilities. Judge
Peter D. Russin oversees the case. The Debtor is represented by
Susan D. Lasky, PA.
WATKINS NURSERIES: Stewart Buying Powhatan Farm for $340K
---------------------------------------------------------
Watkins Nurseries, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Virginia to authorize it to sell and otherwise
administer the real property commonly referred to as the Powhatan
Farm, located at 4216 Worsham Road, Powhatan, Virginia, Tax Parcels
050-17 and 050-17A, to John Stewart and/or his assigns for
$340,000.
The Debtor currently owns the Property and utilizes the same in the
activities of its business. Specifically, there are approximately
23,700 plants located and growing on the Powhatan Farm in
individual 1, 3, 15- and 25-gallon quantities. In addition, there
are eight hoop houses on site as well as a multitude of additional
pots, irrigation and miscellaneous supplies, all of which are used
in the Debtor's operations.
The Debtor recently was contacted by the Purchaser concerning the
possible sale of the Powhatan Farm. The Purchaser has offered the
Debtor $340,000 for the Property and asks a quick closing to allow
it to prepare the Property of use in the Purchaser's business.
Upon consideration of the Offer Price, the Debtor determined that
the sale would be in the best interest of the Estate as long as the
Court authorizes (i) the sale "as is, where is" with no warranties
of any kind, (ii) the payment of the Relocation Costs and customary
closing costs from the gross sale proceeds, and (iii) the transfer
free and clear of any valid liens, claims and/ or encumbrances,
with any such valid liens, claims, encumbrances, and interests
attaching to the net sale proceeds.
By the Motion, the Debtors ask entry of the Proposed Order (i)
approving the sale of the Property free and clear of all liens and
interests by private sale; (ii) further authorizing from the
Property sale the payment of (a) the normal and customary closing
costs, including outstanding real property taxes and/or any
ordinary recordation fees and closing charges and or fees that may
be due at the time of closing (there are no sales commissions due)
and (b) the payment of Relocation Costs associated with
transplanting the Debtor's business operations to other locations
and (iii) directing the remaining Proceeds to be held in escrow
pending further order of the Court.
In addition to the payment of commissions, taxes, and other
necessary costs, the proposed sale transaction provides for gross
sales proceeds from the Property to be utilized to satisfy the
Relocation Costs, which are necessary expenses to provide
alternative means for the Debtors to continue their operations
without the use of the Property. Specifically, such Relocation
Costs will be utilized to move the approximately 23,700 plants at
the Powhatan farm to the Amelia farm (located at 11540 Grub Hill
Church Road, Amelia Courthouse, VA 23002), and includes the
estimate of the box truck loads necessary to relocate the 1-gallon
and 3-gallon plant material as well as tractor trailer loads for
the 15- and 25-gallon plant material and also incorporates the
daily box truck rental (approximately $160/day for 26 days) as
estimated to load, transport and unload all the plant material.
In addition, the Debtor estimates it would take approximately 1,064
person hours (4 person crews) to relocate all of the plant
material. It further estimates an additional 144 person hours to
load, transport and unload 10 box truckloads of the pots,
irrigation and miscellaneous supplies onsite. With respect to
relocation of the hoop houses, the Debtor estimates that each house
will take four people a full 10-hour day to tear down, transport
and rebuild.
In addition, there are other preparation costs to make the Amelia
usable for the Debtor's purpose. The three main components of
these costs are (i) grading the area and leveling it with fill dirt
(8,000 yards), (ii) laying gravel (2,500 tons), and (iii) creating
a well for the irrigation system (approximately 1300 feet). The
majority of the Amelia site prep will be undertaken by
subcontractors, which costs also are built into the total
Relocation Costs. The remaining labor associated with the move
will be undertaken by current WNI employees. Finally, a 2,000
square foot structure must be erected to house supplies, equipment
and plant material.
Of course, the delineated Relocation Costs on Exhibit B do not
include any amounts for the opportunity cost for the Debtor to use
employees as part of the relocation process. While not a direct
cash outflow, it has been an important factor in the decisional
analysis on the appropriate parameters to move forward with the
sale.
After payment of the Relocation Costs, the Debtor intends to place
the remaining net Proceeds in escrow pending further order of the
Court. It recognizes that SonaBank claims a secured lien on the
Property, and it has been remitting more than adequate protection
payments to SonaBank throughout the course of the Case
notwithstanding their contest of the validity, extent and priority
liens with all parties reservation of rights related to the contest
throughout the Case.
The Debtor intends to file a plan of reorganization in the near
term to otherwise address the claims of SonaBank and intend for the
disposition of the Proceeds to also be addressed in conjunction
with the same. No other secured lenders (other than potential real
estate taxes) are known.
To maximize the value received for the Property, the Purchaser
desires a quick closing and the Debtors seek to close the proposed
sale as soon as possible upon approval on the terms delineated.
Accordingly, the Debtor asks that the Court waive the 14-day stay
period under Bankruptcy Rules 6004(h).
About Watkins Nurseries
Watkins Nurseries, Inc. -- http://www.watkinsnurseries.com/-- is a
wholesale and retail tree nursery, plant center, and landscape
design firm established in 1876. It specializes in field-grown
trees and shrubs that it produces on over 500 acres of farmland.
Virginias Resources Recycled, LLC -- http://www.vrrllc.com/-- is a
commercial and residential land clearing, grinding, grubbing and
logging company located in Central, Virginia.
Watkins-Amelia, LLC is engaged in activities related to real
estate.
Watkins Nurseries, Virginias Resources and Watkins-Amelia sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va.
Lead Case No. 20-30890) on Feb. 19, 2020. At the time of the
filing, each Debtor disclosed assets of between $1 million and $10
million and liabilities of the same range.
Paula S. Beran, Esq., at Tavenner & Beran, PLC, is the Debtor's
legal counsel.
WAXELENE INC: Seeks Approval to Hire Judith A. Descalso as Counsel
------------------------------------------------------------------
Waxelene, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of California to employ the Law Office of
Judith A. Descalso as its bankruptcy counsel.
The firm will render these legal services:
(a) advise and consult with the Debtor concerning questions
arising in the administration of its estate, the Debtor's rights
and remedies regarding the estate's assets and the claims of
creditors and other parties;
(b) represent the Debtor before the court;
(c) prepare employment and fee applications and, where
appropriate, file objections to the fee applications of other
bankruptcy professionals;
(d) provide advice concerning the Debtor's reorganization;
(e) provide other legal services in connection with the
Debtor's Chapter 11 case.
The hourly rates charged by the firm's attorneys and
paraprofessionals are:
Judith A. Descalso $450
Associates $350
Paraprofessionals $75 - $170
Prior to the petition date, the Debtor paid the law firm an initial
retainer in the amount of $18,000, of which $6,198.50 was drawn
upon pre-petition and $1,738 was paid for the Chapter 11 filing
fee, leaving a balance of $10,063.50.
Judith Descalso, Esq., disclosed in court filings that she and her
firm are "disinterested" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Judith A. Descalso, Esq.
Law Office of Judith A. Descalso
960 Canterbury Pl., Ste. 340
Escondido, CA 92025
Telephone: (760) 745-8380
Facsimile: (760) 860-9800
Email: jad@jdescalso.com
About Waxelene Inc.
Waxelene, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Cal. Case No. 20-05878) on Dec. 1, 2020, listing
under $1 million in both assets and liabilities. Judge Christopher
B. Latham oversees the case. The Law Office of Judith A. Descalso
serves as the Debtor's bankruptcy counsel.
WILDWOOD VILLAGES: Villages Land Buying Vacant Farmlands for $794K
------------------------------------------------------------------
Wildwood Villages, LLC, asks the U.S. Bankruptcy Court for the
Middle District of Florida to authorize the sale of two undeveloped
and unused parcels of land, to The Villages Land Co., LLC for
$794,032, free and clear of all liens, claims and encumbrances,
including, inter alia, all claims asserted by the Class Plaintiffs
in the Class Action Lawsuit and/or in Amended Proof of Claim 5,
subject to higher and better offers.
The parcels of land to be sold to The Villages consist of (a) a
portion of Parcel ID # G16-069, consisting of approximately 6.24
acres of vacant farmland; and (b) the entirety of Parcel ID #
G16-070, consisting of approximately 6 acres of vacant farmland,
inWildwood, Florida.
The Debtor operates the three Mobile Home Subdivisions, with such
operations consisting of maintaining the common areas within the
Subdivisions and providing owners access to certain recreational
facilities. Both Parcels G069 and G070 are vacant and unused
agricultural lands located outside the Mobile Home Subdivisions.
The Debtor purchased both Parcel G069 and G070 when it initially
acquired the business and land in 2003. But for de minimus
amounts, absolutely no maintenance fees paid by the Class
Plaintiffs have been applied towards the purchase or upkeep of the
Parcels. Both Parcels lie outside the platted boarders of the
Mobile Home Subdivisions and neither are subject to the respective
deed restrictions by which the Subdivisions were established.
Neither of the parcels contain any recreational facilities used by
residents of the Subdivisions. In short, Parcels G069 and G070 are
not in any way associated with the Class Plaintiffs, the Class
Action Lawsuit, the Class Claims, and/or the Mobile Home
Subdivisions.
Due to the location and undeveloped nature of the Parcels, as well
as the Lis Pendens that has clouded title to said property for the
past six years, the Debtor has not engaged in any substantive
discussions with other interested parties regarding the potential
sale of the Parcels. Moreover, due to their unique
location/zoning, it is believed the Parcels would likely only be of
any interest to the particular Buyer.
Accordingly, the Debtor believes, in its reasonable business
judgment, that: (a) the Buyer is the only viable entity with the
desire and resources to purchase the Parcels, (b) the Buyer's offer
is the highest and best offer it has received, or will receive, to
purchase the Parcels; and (c) the total purchase price anticipated
from the sale of the Parcels is in line with market prices for
similarly situated properties in the area.
The Buyer is not an insider of the Debtor as that term is defined
in Section 101(31); however, the Debtor holds a minority (1.18%)
interest in VCW Development LLC, a real estate development company
in which the Buyer holds a majority interest. The Debtor and
Buyer have agreed to the terms contained in their Real Estate
Purchase Agreement, dated Dec. 4, 2020.
The primary material terms of the Agreement are:
a. Effective Date: Dec. 4, 2020;
b. Purchase Price: Total purchase price: $794,032 (projected),
split as follows:
i. Base Price: $14,010 per acre (est. $171,482);
ii. Parcel A Additional Purchase Price: Amount equal to
the Buyer's "base price" for all lots that it will build within
Parcel G070, net of any sales discounts, the Base Purchase Price,
the Buyer's actual total development costs, sales commissions,
multiplied by 50%; and
iii. Parcel B Additional Purchase Price: Amount equal to
the Buyer's "base price" for all lots that it will build within
Parcel G069, net of any sales discounts, the Base Purchase Price,
the Buyer's actual total development costs, sales commissions,
multiplied by 25%.
c. Payment Terms: Base Price to be paid to the Debtor at
closing. Additional Purchase Price payments to be paid after the
Buyer has developed and recovered its actual development costs
(including the Base Purchase Price), at which time the Buyer will
begin to make Additional Purchase Price payments to the Debtor, in
monthly installments, until paid in full. Additional Purchase
Price Payments projected to begin within 36 months after Closing;
d. Material Non-Monetary Terms: The Buyer will have due
diligence inspection / cancellation period equal to the later of:
(i) the date when Debtor has ability to sell property free and
clear of Lis Pendens (and/or underlying claims); or (ii) 55-days
after the Effective Date;
e. Closing Date: Within 30 days following Due Diligence
Period;
f. Breakup Fee: If a higher and better offer is presented and
approved, the Buyer's will be entitled to recover, on
super-priority basis: (a) breakup fee equal to 10% of total net
purchase price; and (b) reasonable attorneys’ fees, in an amount
not
to exceed $500,000;
g. Commissions/Broker Fees: None;
h. Financing Contingencies: None;
i. Subject to Bankruptcy Court approval; yes; and
j. Subject to higher and better offers: yes.
The Debtor further proposes that Citizens' secured lien attach to
the proceeds from the sale. The Base Price may be sequestered for
the benefit of Citizens to offset any decrease in the value of its
collateral occasioned by the sale thereof. The Debtor also
proposes Citizens' lien attach to the proceeds from the Additional
Purchase Price(s), and that same also be sequestered and applied
for the benefit of Citizens to the extent that its secured position
has not yet been fully satisfied, in which case the Debtor (or
Reorganized Debtor, as the case may be) will be entitled to retain
all such remaining proceeds.
The Parcels are two of four parcels of property that are
cross-collateralized by a duly recorded First Mortgage and Security
Agreement, Assignment of Leases, Rentals and Maintenance
Assessments, and a UCC-1 Financing Statement, dated May 22, 2017,
in favor of Citizens. According to Citizens' Proof of Claim, there
is $770,334 remaining due on account of the Citizens Loan
Documents. The Debtor is cautiously optimistic that Citizens will
consent to the sale. If not, it believes the parcel may still be
sold free and clear pursuant to Sections 363(f)(1) and/or (5).
Title to both Parcels is clouded by what the Debtor contends is an
unauthorized lis pendens, which the Class Plaintiffs recorded in
connection with an equitable lien and other claims asserted, but
never adjudicated, in the Class Action Lawsuit. The Lis Pendens
was initially recorded in 2014 and has been extended at least six
times (with no bond or other conditions) since then. Although the
Lis Pendens itself does not constitute a valid lien or interest,
both Parcels can still be sold free and clear of the disputed Class
Claims, claims upon which the Lis Pendens is based.
The Parcels may also be subject to satisfaction of real property
taxes, pro-rated up through the closing date. The Tax Claim,
together with any other charges comprised of normal and customary
closing costs involved in a commercial real estate transaction, are
to be paid by the Debtor at closing pursuant to the terms of the
Agreement.
The Debtor asks the Court approves the sale of the Parcels to the
Buyer free and clear of any and all actual or putative liens,
claims and encumbrances. It also asks the Court authorizes it to
enter into the subject purchase agreement relating to the proposed
sale, and to approve the payment at closing of all Tax Claims and
other normal closing costs.
A copy of the Agreement is available at https://bit.ly/2KgoExz from
PacerMonitor.com free of charge.
The Purchaser:
THE VILLAGES LAND CO., LLC
c/o Kelsea Manly
3619 Kiessel Road
The Villages, FL 32163
The Purchaser is represented by:
THE VILLAGES LAND CO., LLC
c/o Celeste Thacker, Esq.
3619 Kiessel Road
The Villages, FL 32163
About Wildwood Villages
Wildwood Villages, LLC, operates three "55 and over" mobile-home
subdivisions: Heritage Wood n' Lakes Estates, Hearty Host Lake
Resort, and Water Wheel Adult Mobile Home Community and RV Park, in
Wildwood, Florida.
Wildwood Villages filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-02569) on Aug. 28, 2020. The petition was signed by Jonathan
Woods, manager. The Debtor disclosed $3,150,861 in assets and
$3,428,386 in liabilities.
Matthew S. Kish, Esq., Esq. at SHAPIRO BLASI WASSERMAN & HERMANN,
PA, is the Debtors' counsel.
Aaron Cohen has been appointed as Subchapter V trustee.
WING SPIRIT: Hires Aviation Management as Airline Consultant
------------------------------------------------------------
Wing Spirit, Inc., seeks authority from the U.S. Bankruptcy Court
for the District of Hawaii to employ Aviation Management Services
Holdings PTE Ltd., as airline consultant to the Debtor.
Aviation Management will render these services:
a. budgeting needed for emergency funding;
b. restructuring existing business plans;
c. assist the Debtor and retained professionals in daily
operations throughout the Chapter 11 case;
d. assist the Debtor in analyzing ad pursuing potential
litigation during the Chapter 11 case;
e. negotiate with interested parties related to leases during
the Chapter 11 case;
f. assist in researching and analyzing alternative leasing
opportunities for aircraft;
g. assist in negotiating or finding more cost effective
alternative suppliers for other services utilized by the
Debtor; and
h. provide such other assistance as the Debtor deems
necessary.
Aviation Management will be paid a flat fee of $40,000 per month.
Aviation Management will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Richard Ragains, chief executive officer of Aviation Management
Services Holdings, assured the Court that the firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code and does not represent any interest adverse to
the Debtor and its estates.
Aviation Management can be reached at:
Richard Ragains
Aviation Management Services
Holdings PTE Ltd.
6 Raffles Quay 11-07
Singapore 049580
About Wing Spirit
Wing Spirit Inc. -- https://www.wingspirit.com/ -- is a
Hawaii-based aviation company. Wing Spirit is an air charter broker
and is not a direct air charter carrier in operational control of
aircraft.
Wing Spirit sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Hawaii Case No. 20-01383) on Nov. 29, 2020. The
petition was signed by Teijiro Handa, president, CEO & sole
director. At the time of the filing, the Debtor was estimated to
have $10 million to $50 million in both assets and liabilities.
The case is assigned to Judge Robert J. Faris.
The Debtor tapped Jeffrey T. Kucera of K&L Gates, LLP as legal
counsel and Choi & Ito, led by Chuck C. Choi, Esq. and Allison A.
Ito, Esq., as local counsel.
WYNN RESORTS: S&P Retains BB- ICR on Watch Neg. on Slower Recovery
------------------------------------------------------------------
S&P Global Ratings retains all ratings, including its 'BB-' issuer
credit ratings, on Wynn Resorts Ltd. on CreditWatch with negative
implications.
Wynn Macau Ltd., a majority-owned subsidiary of Wynn Resorts Ltd.,
plans to issue additional senior notes as an add-on to its 5.625%
senior notes due 2028. The company intends to use the proceeds
primarily for secured debt repayment.
S&P said, "We view the transaction as neutral for leverage because
the company plans to use the proceeds to repay a portion of the
amounts outstanding under its Macau secured credit facilities.
Additionally, we expect the transaction will improve the company's
maturity profile by reducing secured debt amounts due in June 2022
and may enhance liquidity by freeing up revolver availability."
"We believe Wynn will likely not be able to reduce leverage below
our 6x downgrade threshold by the end of 2021 on a trailing
12-month basis because of a slower recovery across the company's
resorts. Wynn is heavily reliant on a recovery in Macau because it
accounted for approximately 75% of the company's property-level
EBITDA in 2019. Although authorities in mainland China resumed
issuing tourist visas to Macau for Guangdong residents on Aug. 26
and extended it nationwide on Sept. 23, we believe the market's
recovery will be bumpy given a combination of visa limitations,
testing requirements, travel fears, continued quarantine
restrictions for Hong Kong visitors through at least March 31,
2021, economic challenges, and reduced gaming capacity.
Nevertheless, we believe there is pent-up demand for casino play.
As long as there is no resurgence of COVID-19 cases in Macau and
mainland China, we believe the market will continue to gradually
recover over the next several quarters. We believe the governments
in Macau and mainland China are taking a measured approach with
respect to increasing visitation in light of the ongoing public
health crisis." Although Macau's gross gaming revenue was down 70%
in October and November, this was a substantial improvement from
the previous six months when gross gaming revenue was down 90% or
more. Furthermore, the recovery appears to be happening first in
the more profitable premium mass segment. As a result, Wynn is
generating modestly positive property EBITDA thus far in the fourth
quarter, but still burning cash to cover debt service and
maintenance capital expenditures (capex)."
Wynn's Las Vegas resorts will likely remain under significant
pressure until the second half of 2021 when a vaccine might be more
widely distributed and further improve visitation to Las Vegas. The
market relies heavily on air travel and conventions and group
meetings—categories that S&P believes will be slow to return and
may experience more permanent disruption. S&P believes group
cancellations are occurring in the first half of next year and that
bookings for the second half of 2021 and beyond remain intact for
now. However, a combination of factors including potential
lingering restrictions on the size of gatherings, lower corporate
travel budgets, and corporate travel restrictions could impair this
segment, which is important for Las Vegas' midweek business, for an
extended period. After a good recovery upon reopening in the third
quarter, in line with other regional gaming properties, Wynn's
Encore Boston Harbor resort remains open but is operating at
reduced hours to comply with the state of Massachusetts COVID-19
curfew, which will pressure operating performance through at least
the fourth quarter and likely into the first quarter of 2021.
S&P said, "As a result of these recovery headwinds, we believe Wynn
will be unable to improve leverage below our 6x adjusted leverage
downgrade threshold by the end of 2021 on a trailing 12-month
basis. However, we believe it is possible that, in a second half
2021 recovery scenario, Wynn might be able to generate a run-rate
level of EBITDA by the end of the year that would put it on pace to
restore credit measures in 2022." This would likely require cash
flow recovering to 85% to 90% of 2019 levels by the end of 2021."
S&P believes extending its outlook horizon to 2022 for the company
to restore credit measures may be warranted given its expectations
for:
-- A widely distributed vaccine by mid-2021, which would bode well
for Wynn's second half recovery;
-- Very high-quality asset portfolio;
-- Good presence in the largest global gaming market (Macau),
which has good long-term growth prospects, limited licenses, and
typically caters to many visitors with high propensities to game;
-- S&P's belief that its gaming markets and assets will eventually
recover along with leisure, business, and group travel;
-- Strong liquidity estimated at almost $3.6 billion as of
September 2020, composed of revolver availability and cash
balances; and
-- A manageable maturity profile through June 2022.
Wynn's strong liquidity supports the rating. Wynn's liquidity
position in Macau is healthy with approximately $2.1 billion of
cash and revolver availability as of Nov. 30, 2020.
S&P said, "We expect the company to use a small portion of the
proceeds from the notes add-on to repay revolver borrowings, which
should free up a modest amount of additional liquidity. Wynn Macau
has a sufficient liquidity runway in a zero-revenue environment or
at current fourth quarter to date EBITDA levels to sustain itself
until its term loan and revolver mature in June 2022. Under our
assumed Macau recovery progression through 2021 and into 2022, we
believe Wynn should have sufficient liquidity to address these
maturities with cash on hand if necessary."
In the U.S., Wynn had roughly $1.3 billion of cash and revolver
availability as of Sept. 30, 2020. S&P estimates the company's
daily cash burn in a zero-revenue environment would be
approximately $3.7 million, including operating and corporate
expenses, interest, and maintenance capex. This would provide the
company about a year of liquidity in a zero-revenue environment.
The company's Las Vegas and Boston properties remain open and
generating sufficient revenue to offset daily operating expenses of
approximately $2.6 million. Under these conditions, the company's
liquidity runway in the U.S. extends to about 36 months.
S&P said, "The CreditWatch listing reflects our expectation that
Wynn's leverage will remain very high in 2021 because of a more
gradual recovery in cash flow. As a result, there is a heightened
likelihood that we could lower the ratings on Wynn over the next
few months if it becomes less certain the company's recovery in the
second half of 2021 will unfold in a manner that would allow it to
generate a sufficient level of run rate EBITDA to restore leverage
below our 6x downgrade threshold in 2022. In the event we conclude
that Wynn's EBITDA in Macau and Las Vegas will not recover in a
manner that would support leverage improving below 6x in early
2022, we could lower the ratings. We could also lower the rating if
Wynn's strong liquidity position became impaired. At this time, we
believe that if a downgrade were the outcome of our review, it
would be limited to one notch. We plan to update our base case
forecast assumptions in the first quarter when we can assess
Macau's performance over the Lunar New Year holiday."
ZAANA-17 LLC: Seeks to Hire Parker & Lipton as Counsel
------------------------------------------------------
Zaana-17 LLC, seeks authority from the U.S. Bankruptcy Court for
the District of Massachusetts to employ Parker & Associates LLC
d/b/a Parker & Lipton, as counsel to the Debtor.
Zaana-17 LLC requires Parker & Lipton to:
(a) advise the Debtor with respect to its rights and duties as
debtor-in-possession;
(b) prepare and file all of requisite schedules and
statements;
(c) advise the Debtors with respect to a plan and any other
matters relevant to the formulation and negotiation of a
plan of in these cases;
(d) represent the Debtor at all hearings in this matter;
(e) prepare all necessary and appropriate applications,
motions, answers, orders, reports, pleadings and other
documents, and review all financial and other reports to
be filed in the Chapter 11 proceeding;
(f) review and analyze the nature and validity of any liens
asserted against the Debtors' property;
(g) review and analyze claims against the Debtors, the
treatment of such claims and the preparation, filing or
prosecution of any objections to claims; and
(h) perform all other legal services as may be necessary or
appropriate during the course of the Debtors' bankruptcy
proceeding.
Parker & Associates will be paid based upon its normal and usual
hourly billing rates.
Parker & Associates was paid the sum of $10,685 as a retainer and
expenses for services and $1,738 as the filing fee incurred in
connection with its Chapter 11 case. Prior to the filing, Parker &
Associates was paid for legal and consulting services rendered in
an effort to avoid the necessity of the Chapter 11 filing in the
sum of $3,387.
Parker & Associates will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Nina M. Parker, founding partner, assured the Court that the firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code and does not represent any interest
adverse to the Debtor and its estates.
Parker & Associates can be reached at:
Nina M. Parker, Esq.
PARKER & ASSOCIATES, LLC
10 Converse Place, Suite 201
Winchester, MA 01890
Tel: (781) 729-0005
About Zaana-17
Zaana-17 LLC, based in Dracut, MA, filed a Chapter 11 petition
(Bankr. D. Mass. Case No. 20-41170) on Dec. 16, 2020. In the
petition signed by Frank J. Gorman, Sr., manager, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. The Hon. Christopher J. Panos presides over the case.
PARKER & LIPTON, serves as bankruptcy counsel to the Debtor.
[] 10 Biggest Restaurant Bankruptcies in 2020
---------------------------------------------
Steven John of Eat This, Not That reports that the coronavirus
pandemic has wreaked havoc on businesses of all types, but few
establishments have suffered more than restaurants.
Tens of thousands of small businesses have closed permanently
during the pandemic, with restaurants representing a majority of
them. In fact, nearly 110,000 restaurants in America shut down for
good due to COVID-19.
While generally more resilient to the ravages of 2020, many major
restaurant chains were also hit hard. Here is a list of 10 major
restaurant chains that filed for bankruptcy in 2020:
1. Souplantation
Founded in the late 1970s and at one point numbering nearly 100
locations under both the names Souplantation and Sweet Tomatoes,
this all-you-can-eat style buffet restaurant did not survive the
COVID-19 pandemic. In March of 2020, the chain initially shuttered
its locations on a temporary basis, but within less than two
months, announced that the closure would be permanent.
2. Friendly's
A beloved diner and ice cream shop with an 85-year history,
Friendly's filed for bankruptcy in the late fall of 2020. The
company announced that they would be able to keep most of their 130
locations open while under Chapter 11 protection and predicted
minimal layoffs. It's the second time in 10 years that Friendly's
has filed for bankruptcy.
3. Ruby Tuesday
After holding on for months, Ruby Tuesday filed for Chapter 11
bankruptcy in early October of 2020. Some 185 locations were closed
permanently, while another 230-plus restaurants remain in operation
while the parent company looks to consolidate debt and likely be
sold off.
4. Sizzler
Directly citing the impact of the COVID-19 pandemic on its profits,
budget steakhouse Sizzler, which has been around for over 6
decades, filed for bankruptcy in September of 2020 (despite several
millions of dollars in federal loans paid out earlier in the year).
The company said in a statement they did not intend to permanently
close any locations.
5. Chuck E. Cheese
Chuck E. Cheese was already carrying a debt load of more than a
billion when the pandemic forced the shuttering of all of its
locations nationwide. By late August 2020, the parent company CC
Entertainment filed for bankruptcy, and, now, the future of the
43-year-old company is unclear.
6. California Pizza Kitchen
In mid-summer 2020, CPK entered Chapter 11 bankruptcy. During the
next few months, the company managed to restructure and eliminate
nearly a quarter of a billion in debt and by the late fall,
California Pizza Kitchen emerged from bankruptcy.
7. Le Pain Quotidien
An early victim of the effects of COVID-19, bakery, sandwich, and
pastry chain Le Pain Quotidien filed for bankruptcy in May of 2020.
This was not a great surprise, however. Once numbering 300-plus
locations, the chain was already down to fewer than 100 spots left.
Several dozen restaurants were re-opened following a sale to a new
parent company.
8. Wendy's and Pizza Hut operator, NPC International
Once the successful operator of more than 1,600 restaurant
franchises including Wendy's and Pizza Hut, NPC International filed
for bankruptcy in July. They had already been losing money before
the pandemic, but its advent accelerated the folding.
9. By CHLOE
Vegan fast-casual restaurant By CHLOE opened its first location in
New York City in 2015, and within a few years, had multiple
locations in the U.S, plus five in London and one in Canada.
Unfortunately, in December 2020, citing the pandemic, the company
filed for bankruptcy.
10. IHOP operator, CFRA Holdings
CFRA Holdings managed nearly 50 IHOP locations spread across
multiple southern states, but most of those restaurants saw a
double-digit drop in profits during the pandemic, prompting the
company to file for bankruptcy in May. IHOP's parent company, Dine
Brands Global, committed to re-opening the shuttered locations.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ABSOLUTE SOFTWRE ABST CN 136.7 (40.5) (9.7)
ABSOLUTE SOFTWRE OU1 GR 136.7 (40.5) (9.7)
ABSOLUTE SOFTWRE ABST US 136.7 (40.5) (9.7)
ABSOLUTE SOFTWRE ABT2EUR EU 136.7 (40.5) (9.7)
ACCELERATE DIAGN 1A8 GR 104.2 (49.7) 85.0
ACCELERATE DIAGN AXDX US 104.2 (49.7) 85.0
ACCELERATE DIAGN 1A8 SW 104.2 (49.7) 85.0
ACCELERATE DIAGN AXDX* MM 104.2 (49.7) 85.0
ADAPTHEALTH CORP AHCO US 1,548.8 439.7 169.6
ADVANZ PHARMA CO CXRXF US 1,537.9 (68.1) 178.1
AGENUS INC AGEN US 204.5 (179.4) (21.4)
AGENUS INC AJ81 GZ 204.5 (179.4) (21.4)
AGENUS INC AJ81 TH 204.5 (179.4) (21.4)
AGENUS INC AGENEUR EU 204.5 (179.4) (21.4)
AGENUS INC AJ81 QT 204.5 (179.4) (21.4)
AGILITI INC AGLY US 745.0 (67.7) 17.3
AMC ENTERTAINMEN AMC* MM 10,876.2 (2,335.4) (979.6)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G GR 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL* MM 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL US 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G TH 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL11EUR EU 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL AV 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL TE 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G SW 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G GZ 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE A1G QT 62,773.0 (5,528.0) (4,244.0)
AMERISOURCEB-BDR A1MB34 BZ 44,274.8 (839.6) (797.4)
AMERISOURCEBERGE ABG TH 44,274.8 (839.6) (797.4)
AMERISOURCEBERGE ABC US 44,274.8 (839.6) (797.4)
AMERISOURCEBERGE ABG GR 44,274.8 (839.6) (797.4)
AMERISOURCEBERGE ABC2EUR EU 44,274.8 (839.6) (797.4)
AMERISOURCEBERGE ABG QT 44,274.8 (839.6) (797.4)
AMERISOURCEBERGE ABG GZ 44,274.8 (839.6) (797.4)
AMYRIS INC AMRS US 205.9 (78.7) 27.7
AMYRIS INC 3A01 GR 205.9 (78.7) 27.7
AMYRIS INC 3A01 TH 205.9 (78.7) 27.7
AMYRIS INC 3A01 QT 205.9 (78.7) 27.7
AMYRIS INC AMRSEUR EU 205.9 (78.7) 27.7
APACHE CORP APA GR 12,875.0 (37.0) 337.0
APACHE CORP APA* MM 12,875.0 (37.0) 337.0
APACHE CORP APA TH 12,875.0 (37.0) 337.0
APACHE CORP APA US 12,875.0 (37.0) 337.0
APACHE CORP APA GZ 12,875.0 (37.0) 337.0
APACHE CORP APA1 SW 12,875.0 (37.0) 337.0
APACHE CORP APAEUR EU 12,875.0 (37.0) 337.0
APACHE CORP APA QT 12,875.0 (37.0) 337.0
APACHE CORP- BDR A1PA34 BZ 12,875.0 (37.0) 337.0
AQUESTIVE THERAP AQST US 50.4 (36.5) 13.3
ASHFORD HOSPITAL AHT US 3,844.3 (146.1) -
ASHFORD HOSPITAL AHD1 GR 3,844.3 (146.1) -
ASHFORD HOSPITAL AHT1EUR EU 3,844.3 (146.1) -
AUTOZONE INC AZO US 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 GR 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 TH 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 GZ 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZO AV 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 TE 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZO* MM 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZOEUR EU 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 QT 14,568.6 (1,027.0) 380.1
AUTOZONE INC-BDR AZOI34 BZ 14,568.6 (1,027.0) 380.1
AVID TECHNOLOGY AVID US 261.4 (144.2) 11.7
AVID TECHNOLOGY AVD GR 261.4 (144.2) 11.7
AVIS BUD-CEDEAR CAR AR 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA GR 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CAR US 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA TH 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CAR* MM 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CAR2EUR EU 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA QT 19,596.0 (76.0) 469.0
BABCOCK & WILCOX BW US 605.8 (320.8) 116.9
BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7)
BELLRING BRAND-A BRBR US 653.5 (161.0) 137.1
BELLRING BRAND-A BR6 TH 653.5 (161.0) 137.1
BELLRING BRAND-A BR6 GR 653.5 (161.0) 137.1
BELLRING BRAND-A BR6 GZ 653.5 (161.0) 137.1
BELLRING BRAND-A BRBR1EUR EU 653.5 (161.0) 137.1
BIGCOMMERCE-1 BIGC US 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 GR 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 GZ 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 TH 235.5 158.5 160.4
BIGCOMMERCE-1 BIGCEUR EU 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 QT 235.5 158.5 160.4
BIODESIX INC BDSX US 46.5 (61.2) (38.4)
BIOHAVEN PHARMAC BHVN US 782.0 (153.8) 491.2
BIOHAVEN PHARMAC 2VN GR 782.0 (153.8) 491.2
BIOHAVEN PHARMAC BHVNEUR EU 782.0 (153.8) 491.2
BIOHAVEN PHARMAC 2VN TH 782.0 (153.8) 491.2
BIONOVATE TECHNO BIIO US - (0.4) (0.4)
BLUE BIRD CORP BLBD US 317.4 (53.2) 5.2
BLUE BIRD CORP 4RB GR 317.4 (53.2) 5.2
BLUE BIRD CORP 4RB GZ 317.4 (53.2) 5.2
BLUE BIRD CORP BLBDEUR EU 317.4 (53.2) 5.2
BOEING CO-BDR BOEI34 BZ 161,261.0 (11,553.0) 38,705.0
BOEING CO-CED BAD AR 161,261.0 (11,553.0) 38,705.0
BOEING CO-CED BA AR 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BCO GR 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BAEUR EU 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA EU 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BOE LN 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BCO TH 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA PE 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BOEI BB 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA US 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA SW 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA* MM 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA TE 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA CI 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BA AV 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BAUSD SW 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BCO GZ 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE BCO QT 161,261.0 (11,553.0) 38,705.0
BOEING CO/THE TR TCXBOE AU 161,261.0 (11,553.0) 38,705.0
BOMBARDIER INC-B BBDBN MM 24,109.0 (6,448.0) 791.0
BONE BIOLOGICS C BBLG US 0.0 (11.9) (0.5)
BRINKER INTL BKJ GR 2,335.3 (465.1) (269.9)
BRINKER INTL EAT US 2,335.3 (465.1) (269.9)
BRINKER INTL BKJ TH 2,335.3 (465.1) (269.9)
BRINKER INTL EAT2EUR EU 2,335.3 (465.1) (269.9)
BRINKER INTL BKJ QT 2,335.3 (465.1) (269.9)
BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8
CADIZ INC CDZI US 73.4 (22.5) 5.1
CADIZ INC 2ZC GR 73.4 (22.5) 5.1
CADIZ INC CDZIEUR EU 73.4 (22.5) 5.1
CALIFORNIA RESOU CRC US 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU 1CLD GR 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU 1CLD QT 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU CRC1EUR EU 4,856.0 (1,581.0) (774.0)
CALUMET SPECIALT CLMT US 1,807.5 (44.8) 69.3
CAP SENIOR LIVIN CSU2EUR EU 740.5 (259.0) (305.6)
CDK GLOBAL INC CDK US 2,915.7 (514.5) (88.2)
CDK GLOBAL INC CDK* MM 2,915.7 (514.5) (88.2)
CDK GLOBAL INC C2G QT 2,915.7 (514.5) (88.2)
CDK GLOBAL INC C2G TH 2,915.7 (514.5) (88.2)
CDK GLOBAL INC CDKEUR EU 2,915.7 (514.5) (88.2)
CDK GLOBAL INC C2G GR 2,915.7 (514.5) (88.2)
CEDAR FAIR LP FUN US 2,501.5 (551.3) 43.1
CENGAGE LEARNING CNGO US 2,849.9 (153.0) 161.4
CENTRUS ENERGY-A 4CU GR 468.2 (275.6) 70.5
CENTRUS ENERGY-A LEU US 468.2 (275.6) 70.5
CENTRUS ENERGY-A LEUEUR EU 468.2 (275.6) 70.5
CEREVEL THERAPEU CERE US 150.5 142.6 (1.7)
CHEWY INC- CL A CHWY US 1,643.2 (56.4) (182.2)
CHEWY INC- CL A CHWY* MM 1,643.2 (56.4) (182.2)
CHOICE HOTELS CZH GR 1,570.1 (21.4) 163.2
CHOICE HOTELS CHH US 1,570.1 (21.4) 163.2
CINCINNATI BELL CIB1 GR 2,563.8 (204.5) (88.5)
CINCINNATI BELL CBB US 2,563.8 (204.5) (88.5)
CINCINNATI BELL CBBEUR EU 2,563.8 (204.5) (88.5)
CLOVIS ONCOLOGY C6O GR 593.1 (163.4) 165.3
CLOVIS ONCOLOGY CLVS US 593.1 (163.4) 165.3
CLOVIS ONCOLOGY C6O QT 593.1 (163.4) 165.3
CLOVIS ONCOLOGY CLVSEUR EU 593.1 (163.4) 165.3
CLOVIS ONCOLOGY C6O TH 593.1 (163.4) 165.3
CLOVIS ONCOLOGY C6O GZ 593.1 (163.4) 165.3
CODIAK BIOSCIENC CDAK US 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W TH 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W GR 110.4 (44.0) 18.0
CODIAK BIOSCIENC CDAKEUR EU 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W QT 110.4 (44.0) 18.0
COGENT COMMUNICA OGM1 GR 1,000.9 (260.7) 380.1
COGENT COMMUNICA CCOI US 1,000.9 (260.7) 380.1
COGENT COMMUNICA CCOIEUR EU 1,000.9 (260.7) 380.1
COGENT COMMUNICA CCOI* MM 1,000.9 (260.7) 380.1
COMMUNITY HEALTH CYH US 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CG5 GR 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CG5 QT 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CYH1EUR EU 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CG5 TH 16,516.0 (1,476.0) 1,063.0
CONVERGE TECHNOL CTS CN 493.1 48.3 (105.8)
CONVERGE TECHNOL CTSDF US 493.1 48.3 (105.8)
CRYPTO CO/THE CRCW US 0.1 (2.2) (2.0)
CURIS INC CUSA GR 45.7 (28.6) 19.2
CURIS INC CRIS US 45.7 (28.6) 19.2
CURIS INC CUSA TH 45.7 (28.6) 19.2
CURIS INC CRISEUR EU 45.7 (28.6) 19.2
DELEK LOGISTICS DKL US 957.6 (111.5) 11.7
DENNY'S CORP DENN US 450.8 (138.4) (15.3)
DENNY'S CORP DE8 TH 450.8 (138.4) (15.3)
DENNY'S CORP DE8 GR 450.8 (138.4) (15.3)
DENNY'S CORP DENNEUR EU 450.8 (138.4) (15.3)
DIEBOLD NIXDORF DBD GR 3,627.8 (811.7) 391.4
DIEBOLD NIXDORF DBD US 3,627.8 (811.7) 391.4
DIEBOLD NIXDORF DBD SW 3,627.8 (811.7) 391.4
DIEBOLD NIXDORF DBDEUR EU 3,627.8 (811.7) 391.4
DIEBOLD NIXDORF DBD TH 3,627.8 (811.7) 391.4
DIEBOLD NIXDORF DBD QT 3,627.8 (811.7) 391.4
DIEBOLD NIXDORF DBD GZ 3,627.8 (811.7) 391.4
DINE BRANDS GLOB DIN US 2,070.9 (356.4) 203.3
DINE BRANDS GLOB IHP GR 2,070.9 (356.4) 203.3
DINE BRANDS GLOB IHP TH 2,070.9 (356.4) 203.3
DOMINO'S PIZZA EZV GR 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ US 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV TH 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GZ 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZEUR EU 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ AV 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ* MM 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV QT 1,620.9 (3,211.5) 468.0
DOMO INC- CL B DOMO US 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON GR 193.1 (78.5) (14.2)
DOMO INC- CL B DOMOEUR EU 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON GZ 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON TH 193.1 (78.5) (14.2)
DRAFTKINGS INC-A 8DEA TH 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A 8DEA QT 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A 8DEA GZ 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A DKNG US 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A 8DEA GR 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A DKNG1EUR EU 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A DKNG* MM 2,566.7 1,994.7 973.0
DRIVE SHACK INC DS US 449.5 (0.4) (51.4)
DUNKIN' BRANDS G 2DB GR 3,889.0 (533.3) 348.2
DUNKIN' BRANDS G 2DB TH 3,889.0 (533.3) 348.2
DUNKIN' BRANDS G DNKN US 3,889.0 (533.3) 348.2
DUNKIN' BRANDS G 2DB QT 3,889.0 (533.3) 348.2
DUNKIN' BRANDS G DNKNEUR EU 3,889.0 (533.3) 348.2
DUNKIN' BRANDS G 2DB GZ 3,889.0 (533.3) 348.2
DYE & DURHAM LTD DND CN 271.9 112.3 0.8
DYE & DURHAM LTD DYNDF US 271.9 112.3 0.8
EMISPHERE TECH EMIS US 5.2 (155.3) (1.4)
EOS ENERGY ENTER EOSE US 177.3 175.5 (1.3)
EVERI HOLDINGS I EVRI US 1,458.2 (15.4) 89.9
EVERI HOLDINGS I G2C TH 1,458.2 (15.4) 89.9
EVERI HOLDINGS I G2C GR 1,458.2 (15.4) 89.9
EVERI HOLDINGS I EVRIEUR EU 1,458.2 (15.4) 89.9
FATHOM HOLDINGS FTHM US 35.2 30.3 29.7
FLEXION THERAPEU FLXN US 263.4 (3.1) 186.2
FLEXION THERAPEU F02 GR 263.4 (3.1) 186.2
FLEXION THERAPEU F02 TH 263.4 (3.1) 186.2
FLEXION THERAPEU FLXNEUR EU 263.4 (3.1) 186.2
FLEXION THERAPEU F02 QT 263.4 (3.1) 186.2
FRONTDOOR IN FTDR US 1,407.0 (71.0) 211.0
FRONTDOOR IN 3I5 GR 1,407.0 (71.0) 211.0
FRONTDOOR IN FTDREUR EU 1,407.0 (71.0) 211.0
FTS INTERNAT-A FTSI US 452.2 (84.0) 187.2
FTS INTERNAT-A FT5 GR 452.2 (84.0) 187.2
FTS INTERNAT-A FTSI1EUR EU 452.2 (84.0) 187.2
FTS INTERNATIONA 9992011D US 452.2 (84.0) 187.2
FTS INTERNATIONA FT5A GR 452.2 (84.0) 187.2
FTS INTERNATIONA FT5A GZ 452.2 (84.0) 187.2
FTS INTERNATIONA FTSIEUR EU 452.2 (84.0) 187.2
GCM GROSVENOR-A GCMG US - - -
GODADDY INC-A GDDY US 6,207.8 (163.8) (1,101.8)
GODADDY INC-A 38D TH 6,207.8 (163.8) (1,101.8)
GODADDY INC-A GDDY* MM 6,207.8 (163.8) (1,101.8)
GODADDY INC-A 38D GR 6,207.8 (163.8) (1,101.8)
GODADDY INC-A 38D QT 6,207.8 (163.8) (1,101.8)
GOGO INC GOGO US 984.5 (647.2) 363.1
GOGO INC G0G SW 984.5 (647.2) 363.1
GOGO INC G0G TH 984.5 (647.2) 363.1
GOGO INC G0G GR 984.5 (647.2) 363.1
GOGO INC GOGOEUR EU 984.5 (647.2) 363.1
GOGO INC G0G QT 984.5 (647.2) 363.1
GOGO INC G0G GZ 984.5 (647.2) 363.1
GOOSEHEAD INSU-A 2OX GR 120.0 (49.4) 25.2
GOOSEHEAD INSU-A GSHDEUR EU 120.0 (49.4) 25.2
GOOSEHEAD INSU-A GSHD US 120.0 (49.4) 25.2
GRAFTECH INTERNA G6G GZ 1,467.6 (472.1) 445.4
GRAFTECH INTERNA EAF US 1,467.6 (472.1) 445.4
GRAFTECH INTERNA G6G TH 1,467.6 (472.1) 445.4
GRAFTECH INTERNA G6G GR 1,467.6 (472.1) 445.4
GRAFTECH INTERNA EAFEUR EU 1,467.6 (472.1) 445.4
GRAFTECH INTERNA G6G QT 1,467.6 (472.1) 445.4
GREEN PLAINS PAR GPP US 103.9 (61.6) (37.0)
GREENSKY INC-A GSKY US 1,461.9 (205.9) 784.2
GURU ORGANIC ENE GURU CN 0.0 (0.0) (0.0)
GURU ORGANIC ENE GUROF US 0.0 (0.0) (0.0)
H&R BLOCK - BDR H1RB34 BZ 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB US 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB GR 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB TH 2,556.4 (280.0) 40.3
H&R BLOCK INC HRBCHF SW 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB QT 2,556.4 (280.0) 40.3
H&R BLOCK INC HRBEUR EU 2,556.4 (280.0) 40.3
HERBALIFE NUTRIT HOO GR 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HLF US 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO TH 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO GZ 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HLFEUR EU 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO QT 2,921.2 (912.9) 639.4
HEWLETT-CEDEAR HPQ AR 34,681.0 (2,228.0) (5,572.0)
HEWLETT-CEDEAR HPQD AR 34,681.0 (2,228.0) (5,572.0)
HEWLETT-CEDEAR HPQC AR 34,681.0 (2,228.0) (5,572.0)
HILTON WORLD-BDR H1LT34 BZ 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 TH 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 GR 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLT US 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLTW AV 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLT* MM 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 TE 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLTEUR EU 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 QT 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 GZ 17,129.0 (1,319.0) 2,285.0
HORIZON GLOBAL HZN1EUR EU 458.0 (22.1) 91.8
HORIZON GLOBAL HZN US 458.0 (22.1) 91.8
HORIZON GLOBAL 2H6 GR 458.0 (22.1) 91.8
HOVNANIAN ENT-A HO3A GR 1,827.3 (436.1) 829.0
HOVNANIAN ENT-A HOV US 1,827.3 (436.1) 829.0
HOVNANIAN ENT-A HOVEUR EU 1,827.3 (436.1) 829.0
HP COMPANY-BDR HPQB34 BZ 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ TE 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP GR 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ US 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP TH 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ* MM 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ CI 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ AV 34,681.0 (2,228.0) (5,572.0)
HP INC HPQUSD SW 34,681.0 (2,228.0) (5,572.0)
HP INC HPQEUR EU 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP GZ 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ SW 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP QT 34,681.0 (2,228.0) (5,572.0)
IAA INC IAA US 2,388.8 (3.6) 352.4
IAA INC 3NI GR 2,388.8 (3.6) 352.4
IAA INC IAA-WEUR EU 2,388.8 (3.6) 352.4
IMMUNOGEN INC IMU GR 248.0 (42.9) 119.5
IMMUNOGEN INC IMGN US 248.0 (42.9) 119.5
IMMUNOGEN INC IMU TH 248.0 (42.9) 119.5
IMMUNOGEN INC IMU SW 248.0 (42.9) 119.5
IMMUNOGEN INC IMGNEUR EU 248.0 (42.9) 119.5
IMMUNOGEN INC IMGN* MM 248.0 (42.9) 119.5
IMMUNOGEN INC IMU GZ 248.0 (42.9) 119.5
IMMUNOGEN INC IMU QT 248.0 (42.9) 119.5
INFRASTRUCTURE A IEA US 722.4 (72.1) 97.1
INFRASTRUCTURE A IEAEUR EU 722.4 (72.1) 97.1
INFRASTRUCTURE A 5YF GR 722.4 (72.1) 97.1
INHIBRX INC INBX US 143.6 91.7 97.1
INHIBRX INC 1RK GR 143.6 91.7 97.1
INHIBRX INC INBXEUR EU 143.6 91.7 97.1
INHIBRX INC 1RK TH 143.6 91.7 97.1
INHIBRX INC 1RK QT 143.6 91.7 97.1
INSEEGO CORP INO TH 223.7 (27.2) 40.7
INSEEGO CORP INO QT 223.7 (27.2) 40.7
INSEEGO CORP INO GZ 223.7 (27.2) 40.7
INSEEGO CORP INSG US 223.7 (27.2) 40.7
INSEEGO CORP INO GR 223.7 (27.2) 40.7
INSEEGO CORP INSGEUR EU 223.7 (27.2) 40.7
INTERCEPT PHARMA I4P TH 591.4 (130.3) 398.0
INTERCEPT PHARMA ICPT* MM 591.4 (130.3) 398.0
INTERCEPT PHARMA ICPT US 591.4 (130.3) 398.0
INTERCEPT PHARMA I4P GR 591.4 (130.3) 398.0
INTERCEPT PHARMA I4P QT 591.4 (130.3) 398.0
INTERCEPT PHARMA I4P GZ 591.4 (130.3) 398.0
JACK IN THE BOX JBX GR 1,906.5 (793.4) (4.8)
JACK IN THE BOX JACK US 1,906.5 (793.4) (4.8)
JACK IN THE BOX JBX GZ 1,906.5 (793.4) (4.8)
JACK IN THE BOX JBX QT 1,906.5 (793.4) (4.8)
JACK IN THE BOX JACK1EUR EU 1,906.5 (793.4) (4.8)
JOSEMARIA RESOUR JOSE SS 28.8 (9.4) (18.4)
JOSEMARIA RESOUR NGQSEK EU 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES EB 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES IX 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES I2 28.8 (9.4) (18.4)
JUST ENERGY GROU JE US 1,137.7 (170.7) (33.8)
JUST ENERGY GROU JE CN 1,137.7 (170.7) (33.8)
JUST ENERGY GROU 1JE GR 1,137.7 (170.7) (33.8)
JUST ENERGY GROU 1JE1 TH 1,137.7 (170.7) (33.8)
L BRANDS INC LTD GR 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LB US 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LTD TH 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LBRA AV 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LB* MM 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LTD QT 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LBEUR EU 11,161.0 (1,564.0) 1,597.0
L BRANDS INC-BDR LBRN34 BZ 11,161.0 (1,564.0) 1,597.0
LENNOX INTL INC LXI GR 1,981.2 (115.7) 353.0
LENNOX INTL INC LII US 1,981.2 (115.7) 353.0
LENNOX INTL INC LII* MM 1,981.2 (115.7) 353.0
LENNOX INTL INC LXI TH 1,981.2 (115.7) 353.0
LENNOX INTL INC LII1EUR EU 1,981.2 (115.7) 353.0
LESLIE'S INC LESL US 479.7 (887.4) 116.6
LESLIE'S INC LE3 GR 479.7 (887.4) 116.6
LESLIE'S INC LESLEUR EU 479.7 (887.4) 116.6
LESLIE'S INC LE3 TH 479.7 (887.4) 116.6
MADISON SQUARE G MSG1EUR EU 1,219.4 (239.9) (216.3)
MADISON SQUARE G MS8 GR 1,219.4 (239.9) (216.3)
MADISON SQUARE G MSGS US 1,219.4 (239.9) (216.3)
MANNKIND CORP MNKD US 95.7 (186.4) (39.8)
MANNKIND CORP NNFN TH 95.7 (186.4) (39.8)
MANNKIND CORP NNFN GR 95.7 (186.4) (39.8)
MANNKIND CORP NNFN SW 95.7 (186.4) (39.8)
MANNKIND CORP MNKDEUR EU 95.7 (186.4) (39.8)
MANNKIND CORP NNFN QT 95.7 (186.4) (39.8)
MCAFEE CORP - A MCFE US 5,553.0 (2,323.0) (1,182.0)
MCAFEE CORP - A MC7 GR 5,553.0 (2,323.0) (1,182.0)
MCAFEE CORP - A MCFEEUR EU 5,553.0 (2,323.0) (1,182.0)
MCDONALD'S CORP TCXMCD AU 50,699.3 (8,472.1) 455.9
MCDONALDS - BDR MCDC34 BZ 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MDO TH 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD SW 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD US 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MDO GR 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD* MM 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD TE 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD CI 50,699.3 (8,472.1) 455.9
MCDONALDS CORP 0R16 LN 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD AV 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCDUSD SW 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCDEUR EU 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MDO GZ 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MDO QT 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD PE 50,699.3 (8,472.1) 455.9
MCDONALDS-CEDEAR MCD AR 50,699.3 (8,472.1) 455.9
MCDONALDS-CEDEAR MCDC AR 50,699.3 (8,472.1) 455.9
MCDONALDS-CEDEAR MCDD AR 50,699.3 (8,472.1) 455.9
MEDIAALPHA INC-A MAX US 133.8 (146.6) (4.0)
MEDLEY MANAGE-A MDLY US 38.7 (132.0) (15.2)
MERCER PARK BR-A MRCQF US 411.4 (7.6) 2.7
MERCER PARK BR-A BRND/A/U CN 411.4 (7.6) 2.7
MICHAELS COS INC MIK US 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM GR 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM TH 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIKEUR EU 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM QT 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM GZ 4,263.3 (1,389.9) 381.9
MICROVISION INC MVIN TH 9.0 (4.2) (5.8)
MICROVISION INC MVIN GR 9.0 (4.2) (5.8)
MICROVISION INC MVIS US 9.0 (4.2) (5.8)
MICROVISION INC MVISEUR EU 9.0 (4.2) (5.8)
MICROVISION INC MVIN GZ 9.0 (4.2) (5.8)
MICROVISION INC MVIN QT 9.0 (4.2) (5.8)
MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3)
MILESTONE MEDICA MMDPLN EU 1.0 (16.3) (16.3)
MONEYGRAM INTERN MGI US 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N GR 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN MGIEUR EU 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N TH 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N QT 4,494.0 (249.1) (94.5)
MONTES ARCHIM-A MAAC US 0.5 (0.0) (0.5)
MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5)
MOTOROLA SOL-BDR M1SI34 BZ 10,361.0 (740.0) 659.0
MOTOROLA SOL-CED MSI AR 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MTLA GR 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MOT TE 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MSI US 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MTLA TH 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MOSI AV 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MTLA GZ 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MSI1EUR EU 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MTLA QT 10,361.0 (740.0) 659.0
MSCI INC MSCI US 4,111.7 (386.6) 1,008.2
MSCI INC 3HM GR 4,111.7 (386.6) 1,008.2
MSCI INC 3HM GZ 4,111.7 (386.6) 1,008.2
MSCI INC MSCI* MM 4,111.7 (386.6) 1,008.2
MSCI INC 3HM QT 4,111.7 (386.6) 1,008.2
MSCI INC 3HM TH 4,111.7 (386.6) 1,008.2
MSCI INC-BDR M1SC34 BZ 4,111.7 (386.6) 1,008.2
MSG NETWORKS- A MSGN US 893.6 (515.7) 294.3
MSG NETWORKS- A 1M4 GR 893.6 (515.7) 294.3
MSG NETWORKS- A MSGNEUR EU 893.6 (515.7) 294.3
MSG NETWORKS- A 1M4 QT 893.6 (515.7) 294.3
MSG NETWORKS- A 1M4 TH 893.6 (515.7) 294.3
NATHANS FAMOUS NATH US 106.3 (63.1) 79.0
NATHANS FAMOUS NFA GR 106.3 (63.1) 79.0
NATHANS FAMOUS NATHEUR EU 106.3 (63.1) 79.0
NATIONAL CINEMED NCMI US 1,097.8 (210.4) 183.0
NATIONAL CINEMED XWM GR 1,097.8 (210.4) 183.0
NATIONAL CINEMED NCMIEUR EU 1,097.8 (210.4) 183.0
NAVISTAR INTL IHR TH 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR GR 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL NAV US 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL NAVEUR EU 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR QT 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR GZ 6,637.0 (3,822.0) 1,206.0
NESCO HOLDINGS I NSCO US 769.5 (24.4) 54.0
NEW ENG RLTY-LP NEN US 293.1 (39.3) -
NORTHERN OIL AND 4LT1 GR 1,025.5 (83.7) 13.3
NORTHERN OIL AND NOG US 1,025.5 (83.7) 13.3
NORTHERN OIL AND NOG1EUR EU 1,025.5 (83.7) 13.3
NORTONLIFEL- BDR S1YM34 BZ 6,313.0 (476.0) 44.0
NORTONLIFELOCK I NLOK US 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYM TH 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYM GR 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYMC TE 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYMC AV 6,313.0 (476.0) 44.0
NORTONLIFELOCK I NLOK* MM 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYM GZ 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYMCEUR EU 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYM QT 6,313.0 (476.0) 44.0
NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5)
NUTANIX INC - A 0NU SW 2,315.9 (557.4) 854.5
NUTANIX INC - A 0NU GZ 2,315.9 (557.4) 854.5
NUTANIX INC - A 0NU GR 2,315.9 (557.4) 854.5
NUTANIX INC - A NTNXEUR EU 2,315.9 (557.4) 854.5
NUTANIX INC - A 0NU TH 2,315.9 (557.4) 854.5
NUTANIX INC - A 0NU QT 2,315.9 (557.4) 854.5
NUTANIX INC - A NTNX US 2,315.9 (557.4) 854.5
OASIS PETROLEUM OAS US 2,506.8 (638.2) (235.9)
OASIS PETROLEUM OS70 GR 2,506.8 (638.2) (235.9)
OASIS PETROLEUM OAS1EUR EU 2,506.8 (638.2) (235.9)
OCULAR THERAPEUT OCUL US 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT GZ 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT TH 98.2 (4.1) 59.0
OCULAR THERAPEUT OCULEUR EU 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT GR 98.2 (4.1) 59.0
OLEMA PHARMACEUT OLMA US 0.1 (1.2) (1.3)
OMEROS CORP OMER US 227.1 (87.3) 148.3
OMEROS CORP 3O8 GR 227.1 (87.3) 148.3
OMEROS CORP 3O8 QT 227.1 (87.3) 148.3
OMEROS CORP 3O8 TH 227.1 (87.3) 148.3
OMEROS CORP OMEREUR EU 227.1 (87.3) 148.3
ONDAS HOLDINGS I ONDS US 2.6 (16.4) (16.3)
OPTIVA INC OPT CN 84.2 (82.4) 3.3
OPTIVA INC RKNEF US 84.2 (82.4) 3.3
OTIS WORLDWI OTIS US 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI 4PG GR 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI OTISEUR EU 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI 4PG GZ 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI OTIS* MM 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI 4PG TH 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI 4PG QT 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI-BDR O1TI34 BZ 10,473.0 (3,383.0) (20.0)
PAPA JOHN'S INTL PZZA US 816.7 (14.1) 19.4
PAPA JOHN'S INTL PP1 GR 816.7 (14.1) 19.4
PAPA JOHN'S INTL PZZAEUR EU 816.7 (14.1) 19.4
PAPA JOHN'S INTL PP1 GZ 816.7 (14.1) 19.4
PAPA JOHN'S INTL PP1 TH 816.7 (14.1) 19.4
PAPA JOHN'S INTL PP1 QT 816.7 (14.1) 19.4
PARATEK PHARMACE PRTK US 198.7 (79.9) 172.1
PARATEK PHARMACE N4CN GR 198.7 (79.9) 172.1
PARATEK PHARMACE N4CN TH 198.7 (79.9) 172.1
PHILIP MORRI-BDR PHMO34 BZ 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 GR 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM US 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM1CHF EU 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 TH 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM1 TE 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM1EUR EU 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMI SW 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMIZ IX 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMIZ EB 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 0M8V LN 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMOR AV 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM* MM 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 GZ 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 QT 39,129.0 (10,245.0) 1,928.0
PLANET FITNESS-A 3PL QT 1,801.6 (722.9) 440.8
PLANET FITNESS-A PLNT1EUR EU 1,801.6 (722.9) 440.8
PLANET FITNESS-A PLNT US 1,801.6 (722.9) 440.8
PLANET FITNESS-A 3PL TH 1,801.6 (722.9) 440.8
PLANET FITNESS-A 3PL GR 1,801.6 (722.9) 440.8
PLANET FITNESS-A 3PL GZ 1,801.6 (722.9) 440.8
PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1
PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1
PLATINUM GROUP M P6MB GR 37.4 (4.1) (2.4)
PLATINUM GROUP M PTM CN 37.4 (4.1) (2.4)
PLATINUM GROUP M PLG US 37.4 (4.1) (2.4)
PLATINUM GROUP M P6MB GZ 37.4 (4.1) (2.4)
PLATINUM GROUP M PTMEUR EU 37.4 (4.1) (2.4)
POPULATION HEALT PHICU US 0.3 (0.0) (0.3)
PPD INC PPD US 6,041.5 (915.2) 203.0
PRIORITY TECHNOL PRTHU US 380.4 (98.3) 3.6
PRIORITY TECHNOL PRTH US 380.4 (98.3) 3.6
PRIORITY TECHNOL PRTHEUR EU 380.4 (98.3) 3.6
PRIORITY TECHNOL 60W GR 380.4 (98.3) 3.6
PROGENITY INC 4ZU TH 119.6 (60.4) 5.7
PROGENITY INC 4ZU GR 119.6 (60.4) 5.7
PROGENITY INC 4ZU QT 119.6 (60.4) 5.7
PROGENITY INC PROGEUR EU 119.6 (60.4) 5.7
PROGENITY INC 4ZU GZ 119.6 (60.4) 5.7
PROGENITY INC PROG US 119.6 (60.4) 5.7
PSOMAGEN INC-KDR 950200 KS - - -
PUMA BIOTECHNOLO PBYI US 261.7 (0.5) 41.6
PUMA BIOTECHNOLO 0PB GR 261.7 (0.5) 41.6
PUMA BIOTECHNOLO 0PB TH 261.7 (0.5) 41.6
PUMA BIOTECHNOLO PBYIEUR EU 261.7 (0.5) 41.6
QUANTUM CORP QMCO US 173.3 (196.2) (1.5)
QUANTUM CORP QNT2 GR 173.3 (196.2) (1.5)
QUANTUM CORP QTM1EUR EU 173.3 (196.2) (1.5)
QUANTUM CORP QNT2 TH 173.3 (196.2) (1.5)
RADIUS HEALTH IN RDUS US 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 GR 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 TH 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 QT 196.0 (108.6) 101.7
RADIUS HEALTH IN RDUSEUR EU 196.0 (108.6) 101.7
REC SILICON ASA RECSIO IX 258.4 (19.2) 47.9
REC SILICON ASA RECSIO S1 258.4 (19.2) 47.9
REC SILICON ASA REC SS 258.4 (19.2) 47.9
REC SILICON ASA RECSIO TQ 258.4 (19.2) 47.9
REC SILICON ASA REC EU 258.4 (19.2) 47.9
REC SILICON ASA RECSIO EB 258.4 (19.2) 47.9
REC SILICON ASA REC NO 258.4 (19.2) 47.9
REC SILICON ASA RECSIO QX 258.4 (19.2) 47.9
REC SILICON ASA RECSIO QE 258.4 (19.2) 47.9
REC SILICON ASA RECSIO I2 258.4 (19.2) 47.9
REC SILICON ASA RECSIO PO 258.4 (19.2) 47.9
REC SILICON ASA RECSIO B3 258.4 (19.2) 47.9
REC SILICON ASA RECSIO S2 258.4 (19.2) 47.9
REVLON INC-A RVL1 GR 2,973.3 (1,582.9) (38.9)
REVLON INC-A REV US 2,973.3 (1,582.9) (38.9)
REVLON INC-A REV* MM 2,973.3 (1,582.9) (38.9)
REVLON INC-A RVL1 TH 2,973.3 (1,582.9) (38.9)
REVLON INC-A REVEUR EU 2,973.3 (1,582.9) (38.9)
RICE ACQUISIT- A RICE US 0.4 (0.1) 0.0
RICE ACQUISITION RICE/U US 0.4 (0.1) 0.0
RIMINI STREET IN RMNI US 220.3 (61.5) (64.7)
SBA COMM CORP 4SB GR 9,034.7 (4,471.2) (92.7)
SBA COMM CORP SBAC US 9,034.7 (4,471.2) (92.7)
SBA COMM CORP SBAC* MM 9,034.7 (4,471.2) (92.7)
SBA COMM CORP 4SB TH 9,034.7 (4,471.2) (92.7)
SBA COMM CORP 4SB GZ 9,034.7 (4,471.2) (92.7)
SBA COMM CORP 4SB QT 9,034.7 (4,471.2) (92.7)
SBA COMM CORP SBACEUR EU 9,034.7 (4,471.2) (92.7)
SBA COMMUN - BDR S1BA34 BZ 9,034.7 (4,471.2) (92.7)
SCIENTIFIC GAMES TJW TH 8,102.0 (2,541.0) 1,424.0
SCIENTIFIC GAMES TJW GZ 8,102.0 (2,541.0) 1,424.0
SCIENTIFIC GAMES SGMS US 8,102.0 (2,541.0) 1,424.0
SCIENTIFIC GAMES TJW GR 8,102.0 (2,541.0) 1,424.0
SCOPUS BIOPHARMA SCPS US 1.0 0.6 0.6
SEAWORLD ENTERTA W2L GR 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA W2L TH 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA SEAS US 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA SEASEUR EU 2,650.2 (66.5) 211.5
SELECTA BIOSCIEN SELB US 181.0 (7.4) 89.5
SHELL MIDSTREAM SHLX US 2,394.0 (414.0) 311.0
SINCLAIR BROAD-A SBTA GR 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBGI US 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBTA TH 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBTA QT 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBTA GZ 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBGIEUR EU 12,483.0 (1,483.0) 1,567.0
SIRIUS XM HO-BDR SRXM34 BZ 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN SIRI US 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO GR 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO TH 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN SIRI AV 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO GZ 10,702.0 (911.0) (2,185.0)
SIRIUS XM HOLDIN RDO QT 10,702.0 (911.0) (2,185.0)
SIX FLAGS ENTERT 6FE GR 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT SIX US 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT 6FE QT 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT 6FE TH 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT SIXEUR EU 2,865.0 (532.7) (46.8)
SLEEP NUMBER COR SL2 GR 780.1 (102.8) (348.2)
SLEEP NUMBER COR SNBR US 780.1 (102.8) (348.2)
SLEEP NUMBER COR SNBREUR EU 780.1 (102.8) (348.2)
SOCIAL CAPITAL IPOB/U US 414.7 394.7 (4.9)
SOCIAL CAPITAL IPOC/U US 828.7 797.9 (1.2)
SOCIAL CAPITAL-A IPOB US 414.7 394.7 (4.9)
SOCIAL CAPITAL-A IPOC US 828.7 797.9 (1.2)
SOTERA HEALTH CO SHC US 2,580.7 (627.5) 128.4
SOTERA HEALTH CO SH5 GR 2,580.7 (627.5) 128.4
SOTERA HEALTH CO SHCEUR EU 2,580.7 (627.5) 128.4
STARBUCKS CORP SBUX* MM 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SRB GR 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SRB TH 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUX US 29,374.5 (7,799.4) 459.6
STARBUCKS CORP TCXSBU AU 29,374.5 (7,799.4) 459.6
STARBUCKS CORP USSBUX KZ 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUX CI 29,374.5 (7,799.4) 459.6
STARBUCKS CORP 0QZH LI 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUX AV 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUXEUR EU 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUX TE 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUX IM 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUXUSD SW 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SRB GZ 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUX PE 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SBUX SW 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SRB QT 29,374.5 (7,799.4) 459.6
STARBUCKS-BDR SBUB34 BZ 29,374.5 (7,799.4) 459.6
STARBUCKS-CEDEAR SBUXD AR 29,374.5 (7,799.4) 459.6
STARBUCKS-CEDEAR SBUX AR 29,374.5 (7,799.4) 459.6
SUNPOWER CORP S9P2 GR 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 TH 1,449.3 (7.1) 107.0
SUNPOWER CORP SPWR US 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 GZ 1,449.3 (7.1) 107.0
SUNPOWER CORP SPWREUR EU 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 QT 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 SW 1,449.3 (7.1) 107.0
TAUBMAN CENTERS TCO US 4,579.6 (298.0) -
TAUBMAN CENTERS TU8 GR 4,579.6 (298.0) -
TAUBMAN CENTERS TCO2EUR EU 4,579.6 (298.0) -
TENNECO INC-A TNN GR 11,811.0 (43.0) 1,258.0
TENNECO INC-A TEN US 11,811.0 (43.0) 1,258.0
TENNECO INC-A TEN1EUR EU 11,811.0 (43.0) 1,258.0
TENNECO INC-A TNN GZ 11,811.0 (43.0) 1,258.0
TENNECO INC-A TNN TH 11,811.0 (43.0) 1,258.0
TRANSDIGM - BDR T1DG34 BZ 18,395.0 (3,968.0) 5,344.0
TRANSDIGM GROUP TDG US 18,395.0 (3,968.0) 5,344.0
TRANSDIGM GROUP T7D GR 18,395.0 (3,968.0) 5,344.0
TRANSDIGM GROUP TDG* MM 18,395.0 (3,968.0) 5,344.0
TRANSDIGM GROUP T7D TH 18,395.0 (3,968.0) 5,344.0
TRANSDIGM GROUP T7D QT 18,395.0 (3,968.0) 5,344.0
TRANSDIGM GROUP TDGEUR EU 18,395.0 (3,968.0) 5,344.0
TRIUMPH GROUP TG7 GR 2,533.4 (1,064.4) 790.5
TRIUMPH GROUP TGI US 2,533.4 (1,064.4) 790.5
TRIUMPH GROUP TG7 TH 2,533.4 (1,064.4) 790.5
TRIUMPH GROUP TGIEUR EU 2,533.4 (1,064.4) 790.5
TUPPERWARE BRAND TUP GR 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP US 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP SW 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP TH 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP1EUR EU 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP GZ 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP QT 1,191.4 (244.0) (655.5)
UBIQUITI INC UI US 751.9 (261.9) 334.9
UBIQUITI INC 3UB GR 751.9 (261.9) 334.9
UBIQUITI INC 3UB GZ 751.9 (261.9) 334.9
UBIQUITI INC UBNTEUR EU 751.9 (261.9) 334.9
UNISYS CORP USY1 TH 2,407.4 (200.3) 549.4
UNISYS CORP USY1 GR 2,407.4 (200.3) 549.4
UNISYS CORP UIS US 2,407.4 (200.3) 549.4
UNISYS CORP UIS1 SW 2,407.4 (200.3) 549.4
UNISYS CORP UISEUR EU 2,407.4 (200.3) 549.4
UNISYS CORP UISCHF EU 2,407.4 (200.3) 549.4
UNISYS CORP USY1 GZ 2,407.4 (200.3) 549.4
UNISYS CORP USY1 QT 2,407.4 (200.3) 549.4
UNITI GROUP INC 8XC SW 4,838.0 (1,995.1) -
UNITI GROUP INC 8XC TH 4,838.0 (1,995.1) -
UNITI GROUP INC 8XC GR 4,838.0 (1,995.1) -
UNITI GROUP INC UNIT US 4,838.0 (1,995.1) -
VALVOLINE INC 0V4 GR 3,051.0 (76.0) 994.0
VALVOLINE INC VVVEUR EU 3,051.0 (76.0) 994.0
VALVOLINE INC 0V4 TH 3,051.0 (76.0) 994.0
VALVOLINE INC 0V4 QT 3,051.0 (76.0) 994.0
VALVOLINE INC VVV US 3,051.0 (76.0) 994.0
VECTOR GROUP LTD VGR US 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR GR 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR TH 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGREUR EU 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR QT 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR GZ 1,443.0 (662.1) 360.6
VERISIGN INC VRS TH 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS GR 1,764.3 (1,386.2) 228.1
VERISIGN INC VRSN US 1,764.3 (1,386.2) 228.1
VERISIGN INC VRSN* MM 1,764.3 (1,386.2) 228.1
VERISIGN INC VRSNEUR EU 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS GZ 1,764.3 (1,386.2) 228.1
VERISIGN INC VRS QT 1,764.3 (1,386.2) 228.1
VERISIGN INC-BDR VRSN34 BZ 1,764.3 (1,386.2) 228.1
VERISIGN-CEDEAR VRSN AR 1,764.3 (1,386.2) 228.1
VERSUS SYSTEMS I VS CN 3.9 (5.7) (2.4)
VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1
VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1
VERY GOOD FOOD C VERY CN 15.8 9.1 8.1
VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1
VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1
VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1
VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1
VITASPRING BIOME VSBC US 0.0 (0.1) (0.1)
VIVINT SMART HOM VVNT US 2,924.7 (1,437.3) (300.3)
WARNER MUSIC-A WMG US 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WA4 GZ 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WA4 GR 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WMGEUR EU 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WMG AV 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WA4 TH 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-BDR W1MG34 BZ 6,410.0 (45.0) (1,042.0)
WATERS CORP WAZ TH 2,679.3 (41.6) 569.5
WATERS CORP WAT US 2,679.3 (41.6) 569.5
WATERS CORP WAZ GR 2,679.3 (41.6) 569.5
WATERS CORP WAT* MM 2,679.3 (41.6) 569.5
WATERS CORP WAZ QT 2,679.3 (41.6) 569.5
WATERS CORP WATEUR EU 2,679.3 (41.6) 569.5
WATERS CORP-BDR WATC34 BZ 2,679.3 (41.6) 569.5
WAYFAIR INC- A W US 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A W* MM 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF GZ 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF QT 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF GR 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF TH 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A WEUR EU 4,558.4 (1,459.6) 826.1
WIDEOPENWEST INC WOW US 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WU5 GR 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WU5 TH 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WU5 QT 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WOW1EUR EU 2,499.3 (222.5) (100.6)
WINGSTOP INC WING1EUR EU 219.7 (183.5) 24.9
WINGSTOP INC WING US 219.7 (183.5) 24.9
WINGSTOP INC EWG GR 219.7 (183.5) 24.9
WINGSTOP INC EWG GZ 219.7 (183.5) 24.9
WINMARK CORP WINA US 35.8 (8.8) 10.4
WINMARK CORP GBZ GR 35.8 (8.8) 10.4
WORKHORSE GROUP WKHS US 120.4 (12.2) (32.4)
WORKHORSE GROUP WKHSEUR EU 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO TH 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO GZ 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO GR 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO QT 120.4 (12.2) (32.4)
WW INTERNATIONAL WW US 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 GR 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 TH 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WTW AV 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 GZ 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WTWEUR EU 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 QT 1,503.0 (581.2) (42.9)
WYNDHAM DESTINAT WYND US 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WD5 GR 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WD5 TH 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WD5 QT 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WYNEUR EU 7,822.0 (993.0) 1,562.0
WYNN RESORTS LTD WYR GR 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYR TH 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYNN* MM 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYNN US 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYNNEUR EU 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYR GZ 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYR QT 13,967.1 (546.6) 2,180.8
WYNN RESORTS-BDR W1YN34 BZ 13,967.1 (546.6) 2,180.8
YRC WORLDWIDE IN YEL1 GR 2,108.3 (323.1) 321.6
YRC WORLDWIDE IN YRCW US 2,108.3 (323.1) 321.6
YRC WORLDWIDE IN YEL1 TH 2,108.3 (323.1) 321.6
YRC WORLDWIDE IN YEL1 SW 2,108.3 (323.1) 321.6
YRC WORLDWIDE IN YEL1 QT 2,108.3 (323.1) 321.6
YRC WORLDWIDE IN YRCWEUR EU 2,108.3 (323.1) 321.6
YUBO INTERNATION YBGJ US - (1.5) (1.5)
YUM! BRANDS -BDR YUMR34 BZ 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC TGR TH 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC TGR GR 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC YUM* MM 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC YUM US 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC YUM AV 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC TGR TE 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC YUMUSD SW 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC TGR GZ 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC YUMEUR EU 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC TGR QT 6,061.0 (7,919.0) 477.0
YUM! BRANDS INC YUM SW 6,061.0 (7,919.0) 477.0
*********
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.
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*** End of Transmission ***