/raid1/www/Hosts/bankrupt/TCR_Public/201229.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 29, 2020, Vol. 24, No. 363
Headlines
203 W 107 STREET: Case Summary & 20 Largest Unsecured Creditors
AK STEEL: Egan-Jones Withdraws B- Senior Unsecured Ratings
ALCOA CORP: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
ALPHA ENTERTAINMENT: Fired CEO Luck Seeks $24M Award vs. McMahon
ALVOGEN PHARMA: S&P Affirms 'B-' Long-Term ICR; Outlook Negative
ARMATA PHARMACEUTICALS: Robin Kramer Elected as Director
ARNOLD BAKER: Reorganization Plan Deadline Extended to Jan. 18
ART CENTER: U.S. Trustee Unable to Appoint Committee
ASTORIA ENERGY: S&P Assigns 'BB-' Rating to New Term Loan
AYRO INC: Five Proposals Approved at Annual Meeting
BASIC ENERGY: S&P Upgrades ICR to 'CCC-'; Outlook Negative
BEREAN ACADEMY: S&P Rates 2021 Charter School Refunding Bonds 'BB'
BERGIO INTERNATIONAL: CEO to Retire 17 Million Shares to Treasury
BLITMAN SARATOGA: U.S. Trustee Unable to Appoint Committee
BLUE EARTH: Denial of Trustee's Leave to Amend FAC Upheld
BMSL MANAGEMENT: Hires R&J Capital as Mortgage Broker
BOWLERO CORP: S&P Affirms 'B-' ICR; Outlook Negative
BUENA PARK: U.S. Trustee Unable to Appoint Committee
C & C ENTITY: Gets Court OK to Hire Financial Consultant
CABOT CORPORATION: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
CADIZ INC: Subsidiary Gets 2 Right-of-Way Permits from BLM
CALFRAC HOLDINGS: Moody's Withdraws Ca CFR Amid Recapitalization
CANADA AIR: Egan-Jones Lowers Senior Unsecured Ratings to CCC
CANWEL BUILDING: DBRS Confirms B Issuer Rating, Trend Stable
CATHEDRAL HOTEL: Seeks to Employ Barron Newburger as Legal Counsel
CBAK ENERGY: Three Proposals Passed at Annual Meeting
CERTARA HOLDCO: S&P Upgrades ICR to 'B+' on IPO; Outlook Stable
CIRQUE DU SOLEIL: S&P Assigns 'CCC+' ICR, Outlook Negative
CLEAN ENERGY: Sells $83,500 Promissory Note to Power Up
COGECO COMMUNICATIONS: DBRS Confirms BB (high) Issuer Rating
COHU INC: Moody's Affirms B2 CFR & Alters Outlook to Stable
COMMUNITY HEALTH SYSTEMS: S&P Hikes ICR to 'CCC+'; Outlook Stable
COMMUNITY HEALTH: Shanda Asset Reports 12.2% Equity Stake
COSMOS HOLDINGS: To Swap Common Shares for $3 Million Debt
CPI CARD: Moody's Affirms Caa1 CFR & Alters Outlook to Stable
DIAMOND 3H: Seeks to Hire Joyce Lindauer as Bankruptcy Counsel
DIOCESE OF CAMDEN: U.S. Trustee Appoints Creditors' Committee
DON BETOS: U.S. Trustee Unable to Appoint Committee
DURA-TRAC FLOORING: Seeks to Hire Mark Cerasi as Manager
EAS GRACELAND: Gets Court OK to Hire Valuation Expert
EBIX INCORPORATED: Egan-Jones Lowers Sr. Unsecured Ratings to BB
ECI MACOLA: Moody's Assigns B3 CFR Following Leonard Green Deal
ELWOOD ENERGY: S&P Affirms 'BB+' Senior Secured Debt Rating
EVOKE PHARMA: Borrows Remaining $3M Under Eversana Credit Facility
EVOKE PHARMA: Signs New Agreement to Sell Common Shares
EXTERRAN ENERGY: S&P Downgrades ICR to 'B+'; Outlook Stable
FIRST EAGLE: DBRS Confirms BB (high) Long-Term Issuer Rating
FLOUR CORPORATION: Egan-Jones Cuts FC Sr. Unsecured Rating to BB-
FOUR SEASONS HOLDING: S&P Affirms 'BB' ICR; Ratings Off Watch Neg.
FRED'S INCORPORATED: Egan-Jones Withdraws CC Sr. Unsecured Ratings
FREDDIE MAC: Amends Bylaws to Resolve Vacant Posts
FREE FLOW: Appoints Melody Jackson as Director
FRONTIER COMMUNICATIONS: Workers Union Defends Company to FCC
FTE NETWORKS: Subsidiary Secures $1.4M Loan from Anchor Loans
FUWEI FILMS: Huizhou Yidu Wins Bidding for Dornier Production Line
GANN MEMORIALS: Administrator Unable to Appoint Committee
GENERAL MOLY: U.S. Trustee Unable to Appoint Committee
GEX MANAGEMENT: Adar Alef Reports 9.9% Equity Stake
GL BRANDS: Seeks to Hire Whitaker Chalk as Counsel
GUITAR CENTER: S&P Upgrades ICR to 'B-' on Bankruptcy Exit
HERTZ GLOBAL: Lenders Ask Court to Dismiss Cash Lien Suit
HERTZ UK RECEIVABLES: Chapter 15 Case Summary
HERTZ UK RECEIVABLES: Files for Chapter 15 Bankruptcy
HORIZON THERAPEUTICS: Moody's Completes Review, Retains Ba2 CFR
HOSPITAL ACQUISITION: LifeCare Entitled to $2.3 Million LSA
IBIO INC: Robert Erwin to Step Down as President
IMPRESA HOLDINGS: Sandra Gutierrez Resigns as Committee Member
INTELLIPHARMACEUTICS INT'L: Shareholders Elect Six Directors
INTERSTATE COMMODITIES: Taps Tabner Ryan as Special Counsel
ION GEOPHYSICAL: Inks Restructuring Support Pact with Noteholders
ITHRIVE HEALTH: Case Summary & 20 Largest Unsecured Creditors
JAMCO SERVICES: U.S. Trustee Unable to Appoint Committee
JAZZ ACQUISITION: S&P Downgrades ICR to 'CCC+'; Outlook Negative
JC PENNEY: Egan-Jones Withdraws D Senior Unsecured Ratings
JEMISON, AL: S&P Raises 2016A Revenue Warrants Rating to 'BB-'
JW ALUMINUM: S&P Cuts ICR to 'CCC+' Due to Weakened Credit Metrics
KENTUCKIANA MEDICAL: Judgment Favoring Federal Insurance Affirmed
KINSER GROUP: Court Finds Hotel Valuations Total $5.758 MM
KLAUSNER LUMBER TWO: US Trustee Announces New Rep for LSAB Sverige
LAND O'LAKES: Moody's Affirms Ba1 Rating on Preferred Stock
LEGACY RESERVES: Egan-Jones Withdraws D Senior Unsecured Ratings
LUCKY'S MARKET: Court Approves Chapter 11 Liquidation Plan
MANOLO BLAHNIK: Involuntary Bankruptcy Dismissed After Deal Reached
MARLEY STATION: MCB Buying Glen Burnie Mall for $19.7 Million
MARLEY STATION: Seeks to Hire Vida Law Firm as Counsel
MD AMERICA ENERGY: Emerges From Chapter 11 Bankruptcy
MDC PARTNERS: Moody's Raises CFR to B2 Following Stagwell Merger
MDC PARTNERS: S&P Places 'B' ICR on CreditWatch Positive
MERIDIAN PEDIATRICS: Taps Angstman Johnson as Legal Counsel
METAL PRODUCTS: Seeks to Hire Dunham Hildebrand as Legal Counsel
METRO-GOLDWYN-MAYER: James Bond Studio Exploring Sale
MKJC AUTO: Seeks to Hire Paris Ackerman as Special Counsel
MONTICELLO HORIZON: Harbor Buying Monticello Property for $79K
MUJI USA: Court Approves Restructuring Plan
MUSCLEPHARM CORP: Reaches $4.75M Settlement in Excelsior Suit
NAPA MANAGEMENT: Moody's Hikes CFR to Caa1, Outlook Still Stable
OCEAN POWER: Welcomes Three New Members to Board of Directors
OMNIQ CORP: Gets Order for AI-Based Machine Vision Safety System
OUTLOOK THERAPEUTICS: Posts $48.87 Million Net Loss in Fiscal 2020
PIEDMONT POLYMERS: Seeks to Hire GreerWalker LLP as CRO
PIKE CORP: S&P Affirms B ICR on Majority Sale to Financial Sponsor
POPULUS FINANCIAL: S&P Upgrades ICR to 'CCC+' After Debt Exchange
PPV INC: Seeks Court Approval to Hire Business Consultant
PPV INC: Seeks to Hire Valor Enterprises as Sales Consultant
PVH CORPORATION: Egan-Jones Cuts Sr. Unsecured Ratings to CCC+
QEP RESOURCES: S&P Places 'B' ICR on CreditWatch Positive
QUALITY PERFORATING: Bulls Buying All Assets for $2.35 Million
RAYONIER ADVANCED: S&P Raises ICR to 'B-'; Outlook Stable
RAYONIER ADVANCED: Unit Closes Secured Notes, ABL Credit Facility
RENOVATE AMERICA: Finance Buying All Benji Assets for $5 Million
RENOVATE AMERICA: Gets Court Permission to Tap $18M Loan
RENT-A-CENTER INC: $1.65BB Acima Deal No Impact on Moody's Ba3 CFR
RGN-GROUP HOLDINGS: Needs Additional Time to Negotiate Leases
RIOT BLOCKCHAIN: Buys 15,000 More Bitmain Miners for $35 Million
SCULPTOR CAPITAL: S&P Withdraws 'BB-' Issuer Credit Rating
SEADRILL PARTNERS: Hires Jackson Walker as Co-Counsel
SEADRILL PARTNERS: Seeks to Hire Kirkland & Ellis as Counsel
SOLARWINDS HOLDINGS: S&P Places 'B+' ICR on CreditWatch Negative
SORROEIX INC: Hires Fast Track as Real Estate Broker
SPHERATURE INVESTMENTS: WorldVentures in Chapter 11 Bankruptcy
SUNGARD AS III: Moody's Appends LD to 'Caa2-PD' PDR
SUNGARD AS: S&P Downgrades ICR to 'SD' on Distressed Exchange
TALLGRASS ENERGY: Fitch Corrects Dec. 15 Ratings Release
TOWN SPORTS: Ex-CEO Building Rival Fitness Chain
TTK RE ENTERPRISE: Insider Buying Somers Point Property for $300K
UNITED AIRLINES: Egan-Jones Lowers Sr. Unsecured Ratings to CCC+
UNIVERSITY PLACE: Hires Bush Kornfeld as Bankruptcy Counsel
UNIVERSITY PLACE: Hires Ogden Murphy as Special Counsel
UNIVERSITY PLACE: Hires Orse & Company as Chief Executive
UNIVERSITY PLACE: Hires Tracy Law Group as Special Counsel
UNIVERSITY PLACE: Selling Substantially All Assets for $255K
VENUS CONCEPT: Prices $22.5 Million Public Offering
VIASAT INC: Moody's Retains B2 CFR Amid RigNet Transaction
VISTAGEN THERAPEUTICS: Prices $100M Underwritten Public Offering
VTES INC: Case Summary & 20 Largest Unsecured Creditors
VYAIRE MEDICAL: S&P Affirms 'CCC+' ICR; Outlook Remains Negative
WALDEN PALMS: Court Confirms First Amended Plan of Reorganization
WESTMORELAND COAL: McKinsey's Deal With UST Approved
WILDWOOD VILLAGES: Villages Buying Parcels G069 & G070 for $794K
WILLIAM F. FLOYD, JR: Trustee Selling Supply Property for $725K
WINNEBAGO INDUSTRIES: S&P Affirms 'B+' Issuer Credit Rating
YRC WORLDWIDE: Board Approves Bylaws Amendment
[*] Footwear News' Top Retail Bankruptcies in 2020
[^] Large Companies with Insolvent Balance Sheet
*********
203 W 107 STREET: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Eleven affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
203 W 107 Street LLC 20-12960
c/o Emerald Equity Group LLC
One Battery Park Plaza, Suite 3100
New York, NY 10004
210 W 107 Street LLC 20-12961
220 W 107 Street LLC 20-12963
230 W 107 Street LLC 20-12964
124-136 East 117 LLC 20-12965
215 East 117 LLC 20-12967
231 East 117 LLC 20-12968
235 East 117 LLC 20-12969
244 East 117 LLC 20-12970
1661 PA Realty LLC 20-12972
East 117 Realty LLC 20-12973
Business Description: The Debtors are engaged in activities
related to real estate.
Chapter 11 Petition Date: December 28, 2020
Court: United States Bankruptcy Court
Southern District of New York
Judge: Hon. Shelley C. Chapman
Debtors' Counsel: Mark Frankel, Esq.
BACKENROTH FRANKEL & KRINSKY, LLP
800 Third Avenue
New York, NY 10022
Tel: (212) 593-1100
Fax: (212) 644-0544
Email: mfrankel@bfklaw.com
203 W 107 Street's
Total Assets: $7,044,031
203 W 107 Street's
Total Liabilities: $102,929,476
210 W 107 Street's
Total Assets: $13,607,479
210 W 107 Street's
Total Liabilities: $103,053,340
220 W 107th Street's
Total Assets: $15,413,641
220 W 107th Street's
Total Liabilities: $103,046,384
230 W 107th Street's
Total Assets: $17,533,190
230 W 107th Street's
Total Liabilities: $102,985,596
124-136 East 117's
Total Assets: $18,719,739
124-136 East 117's
Total Liabilities: $100,467,078
235 East 117's
Total Assets: $9,316,358
235 East 117's
Total Liabilities: $100,344,085
244 East 117's
Total Assets: $10,419,059
244 East 117
Total Liabilities: $100,278,341
215 East 117's
Total Assets: $7,883,207
215 East 117's
Total Liabilities: $100,344,875
231 East 117's
Total Assets: $9,067,408
231 East 117's
Total Liabilities: $100,359,946
1661 PA Realty's
Total Assets: $8,881,650
1661 PA Realty's
Total Liabilities: $100,359,931
East 117 Realty's
Total Assets: $19,384,376
East 117 Realty's
Total Liabilities: $100,504,235
The petitions were signed by Ephraim Diamond, chief restructuring
officer.
Copies of the petitions containing, among other items, lists of the
Debtors' 20 largest unsecured creditors are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/62JGC3A/203_W_107th_Street_LLC__nysbke-20-12960__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/7HTCEAA/210_W_107th_Street_LLC__nysbke-20-12961__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/7DUJB7Y/220_W_107th_Street_LLC__nysbke-20-12963__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/A4DNP2Q/230_W_107th_Street_LLC__nysbke-20-12964__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/A32NK7Y/124-136_East_117_LLC__nysbke-20-12965__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/BGJVGLQ/215_East_117_LLC__nysbke-20-12967__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/BGJVGLQ/215_East_117_LLC__nysbke-20-12967__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/H5FL6II/231_East_117_LLC__nysbke-20-12968__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/5J6T5UA/1661_PA_Realty_LLC__nysbke-20-12972__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/QM3EHNA/244_East_117_LLC__nysbke-20-12970__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/57L3CQY/East_117_Realty_LLC__nysbke-20-12973__0001.0.pdf?mcid=tGE4TAMA
List of 210 W 107th Street LLC's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. A B EC. Corp $9,798
487 Bronxville Road
Bronxville, NY 10708
2. AAA Appliance $640
PO Box 207
Lawrence, NY 11559
3. All Make Appliance $3,624
15 Ryans Way
Jackson, NJ 08527
4. Archrock LLC $573
PO Box 967
New York, NY 10272
5. Big Apple Elevator $12,873
Industries
PO Box 1337
New York, NY 10156
6. Citylight Energy Inc. $4,775
325 Broadway Suite 402
New York, NY 10007
7. Con Edison Orange Gas & Electric $9,083
and Rockland Utilities
390 West Route 59
Attn: Accounts Payable
Spring Valley, NY 10977
8. County Oil Company Inc. $6,773
65 S 11th Street
Brooklyn, NY 11249
9. DMT - Plumbing $1,660
388 E. 198 St.
Bronx, NY 10458
10. Elmax Builders Supply Co. $35,769
1624 Webster Ave
Bronx, NY 10457
11. Entech Boiler Controls $261
POB 339
Lakewood, NJ 08701
12. Entech Energy Design +Consulting $387
Po Box 339
Lakewood, NJ 08701
13. LoanCore Capital $89,671,133
Credit REIT LLC
c/o Arnold & Porter
250 West 55th Street
Attention: Ben Mintz
New York, NY10019-9710
14. MPG Consulting Inc. $21,050
50 Rutledge Street
#504
Brooklyn, NY 11249
15. PDG Building $13,201
Consultants LLC
39 Broadway
Suite 1830
New York, NY 10006
16. Power Green Compactors, Inc. $2,177
2400 90th Place
East Elmhurst, NY 11369
17. RDS Windows Corp $598
1707 Boston RD
Suite 4A
Bronx, NY 10460
18. Superior Maintenance $2,702
162 Spencer Street
Brooklyn, NY 11205
19. Todd Rothenberg Esq. $4,623
271 North Ave. Suite 115
New Rochelle, NY 10801
20. VCorp Services $1,199
25 Robert Pitt Dr#204
Monsey, NY 10952
List of 220 W 107th Street's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. All Make Appliance $6,564
15 Ryans Way
Jackson, NJ 08527
2. Archrock LLC $664
PO Box 967
New York, NY 10272
3. Big Apple Elevator $14,184
Industries
PO Box 1337
New York, NY 10156
4. Citylight Energy Inc. $4,775
325 Broadway Suite 402
New York, NY 10007
5. Con Edison Orange and Gas & Electric $30,852
Rockland Utilities
390 West Route 59
Att: Accounts Payable
Spring Valley, NY 10977
6. DMT Plumbing & Heating Corp $5,688
388 E. 198 St.
Bronx, NY 10458
7. Forest Brook Electrical $6,500
Contractors, Inc.
2217 Avenue X
Brooklyn, NY 11235
8. J.C. Security Systems $578
P.O. Box 383
Bronx, NY 10459
9. Julio Toribio $1,000
10. LoanCore Capital $88,080,141
Credit REIT LLC
c/o Arnold & Porter
250 West 55th Street
Attention: Ben Mintz
New York, NY 10019-9710
11. Maji $3,352
12. Nunez Renovations LLC $500
55 West 129th Street
Apt GA
New York, NY 10027
13. NYC Water Board $105,334
PO Box 11863
Newark, NJ 07101-8163
14. Solomon Rosenzweig, PE P.C. $1,260
1465 East 16th Street
Brooklyn, NY 11230
15. Street Rod Welding $3,625
& Boller Repair
170 Bristol St
Brooklyn, NY 11212
16. Superior Maintenance $5,136
162 Spencer Street
Brooklyn, NY 11205
17. Todd Rothenberg Esq. $8,928
271 North Ave. Suite 115
New Rochelle, NY 10801
18. Umbrella Locksmith $482
1306 2nd Avenue
New York, NY 10065
19. Yardi Systems Inc. $1,880
430 S Fairview Avenue
Goleta, CA 93117
20. Your Vanity Realty LLC $13,200
224 West 30th St
Unit #805
New York, NY 10001
List of 230 W 107th Street's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. All Make Appliance $2,840
15 Ryans Way
Jackson, NJ 08527
2. Big Apple Elevator $10,630
Industries
PO Box 1337
New York, NY 10156
3. Con Edison Orange and Gas & Electric $12,315
Rockland Utilities
390 West Route 59
Att: Accounts Payable
Spring Valley, NY 10977
4. County Oil Company Inc. $4,018
65 S 11th Street
Brooklyn, NY 11249
5. DMT Plumbing & Heating Corp $12,683
388 E. 198 St.
Bronx, NY 10458
6. Excellent Boiler Service Inc. $979
1050 53rd Street
Brooklyn, NY 11219
7. Homeland Surveillance Investigations $1,528
715 East 7th Street
Brooklyn, NY 11218
8. Insparisk LLC $1,545
18-10 Whitestone Expressway,
3rd Floor
Whitestone, NY 11357
9. J.C. Security Systems $1,360
P.O. Box 383
Bronx, NY 10459
10. Li Move out Refund $1,448
230 West 107th Street
New York, NY 10025
11. LoanCore Capital $86,137,251
Credit REIT LLC
c/o Arnold & Porter
250 West 55th Street
Attention: Ben Mintz
New York, NY 10019-9710
12. Millennium Enterprises LLC $1,575
1122 Robertson Blvd #2
Los Angeles, CA 90035
13. PDG Building Consultants LLC $3,350
39 Broadway Suite 1830
New York, NY 10006
14. Power Green Compactors, Inc. $762
2400 90th Place East
Elmhurst, NY 11369
15. Rashed Al Qudah Move out Refund $4,125
230 W 107th Street
1B
New York, NY 10025
16. Superior Maintenance $3,562
162 Spencer Street
Brooklyn, NY 11205
17. Todd Rothenberg Esq. $4,196
271 North Ave. Suite 115
New Rochelle, NY 10801
18. Umbrella Locksmith $712
1306 2nd Avenue
New York, NY 10065
19. Williams Move out Refund $3,650
230 West 107th Street
New York, NY 10025
20. Your Vanity Realty LLC $24,425
224 West 30th St
Unit #805
New York, NY 10001
AK STEEL: Egan-Jones Withdraws B- Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2020, withdrew its 'B-'
foreign currency and local currency senior unsecured ratings on
debt issued by AK Steel Holding Corporation.
AK Steel Holding Corporation is an American steelmaking company
headquartered in West Chester Township, Butler County, Ohio.
ALCOA CORP: S&P Alters Outlook to Stable, Affirms 'BB+' ICR
-----------------------------------------------------------
S&P Global Ratings revised its outlook on Pittsburgh-based Alcoa
Corp. to stable from negative and affirmed all its ratings,
including its 'BB+' issuer credit rating.
The stable outlook reflects S&P's expectation of better credit
measures, cash flow that supports ongoing modifications to pension
plans, and a long horizon to settle a potential $380 million
Australian tax liability.
S&P revised the outlook on Pittsburgh-based Alcoa to stable from
negative amid improving market conditions and asset sales support
cash generation, which should keep debt to EBITDA below the rating
agency's 4x threshold for a downgrade in the next year. Aluminum
spot prices are well above its updated assumption of $1,800 per
metric ton in 2021 and $1,900 in 2022, boosting profits late in
2020. In addition, the proposed sale of the Warrick, Ind., rolling
mill business to Kaiser Aluminum Corp. in 2021 should bolster
already large cash balances.
Alcoa's EBITDA is on track to improve in 2021 after dropping more
than 70% in 2019 and 2020. Aluminum prices have rallied more than
15% from their midyear 2020 lows to average about $1,900 per metric
ton in the fourth quarter, which should enable Alcoa to generate
leverage of 2x-3x for the full year. However, demand could remain
weak in 2021 from the key aerospace sector and a potentially
lengthy downturn in heavy industries around the world. Alcoa
continues to review its assets and organizational structure, which
should yield some cost savings and cash proceeds. S&P also
anticipates some restructuring costs that would be a drag on its
adjusted EBITDA for ratio calculations.
Free operating cash flow (FOCF) protects its balance sheet in 2020.
Alcoa has generated positive FOCF even during trough market
conditions in early 2020. In addition, alumina prices have bounced
back even more sharply than primary aluminum prices, which should
be a quick boost to Alcoa's cash flow. However, a quick return in
volumes in 2021 would reverse the company's working capital release
while capital expenditure (capex) needs could increase beyond 2021
after several years of restrained spending. S&P expects Alcoa to
generate about $300 million-$400 million of FOCF in 2020, a key
support for the rating.
Large cash balances and a moderate debt burden provide good cushion
in liquidity and financial position. Alcoa significantly
strengthened its credit profile in recent years, which provides a
buffer to maintain the rating through a downturn like that in 2020.
The company used its good cash flow since separating from Arconic
Corp. in late 2016 to restructure its operations, contribute to and
freeze some pension obligations, and build large cash balances.
Alcoa's moderate debt load of about $2.54 billion and $1.7 billion
cash as of Sept. 30 underpin its good financial flexibility.
Moreover, the company has announced the intention to sell its
Warrick rolling mill for total consideration of $670 million, which
would boost cash in 2021. Even with the sharp deterioration in
profit and cash flow, S&P believes recent measures to lower costs
and improve earnings stability, along with its noncore asset sales,
should slow any further deterioration in its credit profile.
The stable outlook reflects S&P's expectation that Alcoa's credit
measures will improve in late 2020 and in 2021 as the company adds
cash from asset sales and better earnings. That said, the company's
large pension obligations are still exposed to historically low
discount rates and the Australian tax matter will not likely be
resolved for a few years.
S&P could lower its ratings on Alcoa if:
-- Its adjusted debt to EBITDA rose above 4x for more than a year,
which S&P believes could occur due to a combination of sharply
weaker earnings, increased pension obligations, or a realization of
a potential Australian tax liability; and
-- The company generates negative FOCF from weak EBITDA and incurs
additional debt in 2021 or 2022 because of unexpectedly worse
market conditions.
S&P could raise its ratings on Alcoa if:
-- It improves debt to EBITDA below 2x for several years with
consolidated EBITDA margins of 20%-25%, which S&P believes would
indicate above-average profitability stemming from the world-class
efficiency of its upstream bauxite and alumina assets; and
-- It maintains low S&P Global Ratings-adjusted credit measures,
even as pension obligations and the overhang from any Australian
tax liability persist.
ALPHA ENTERTAINMENT: Fired CEO Luck Seeks $24M Award vs. McMahon
----------------------------------------------------------------
Peter Hayes of Bloomberg Law reports that the former XFL
commissioner and CEO Oliver Luck asked the District of Connecticut
to impose a $23.8 million prejudgment remedy against the American
football league's former owner, Vince McMahon, saying he will
probably prove he was wrongfully terminated.
Luck asked the U.S. District Court for the District of Connecticut
to issue an order allowing him to attach or garnish property
belonging to McMahon to secure the sum he claims is owed him.
A prejudgment remedy is warranted because the facts show Luck never
performed any act or omission that would qualify for termination
for cause under his employment contract, Luck said.
About Alpha Entertainment
Alpha Entertainment LLC, which does business as the "Xtreme
Football League" -- https://www.alphaentllc.com/ -- is a
professional American football league. The XFL kicked off with
games beginning in February 2020. The XFL offered fast-paced,
three-hour games with fewer play stoppages and simpler rules. The
XFL featured eight teams, 46-man active rosters, and a 10-week
regular season schedule, with a postseason consisting of two
semifinal playoff games and a championship game. The eight XFL
teams were the DC Defenders, the Dallas Renegades, the Houston
Roughnecks, the Los Angeles Wildcats, the New York Guardians, the
St. Louis BattleHawks, the Seattle Dragons, and the Tampa Bay
Vipers.
Alpha Entertainment LLC, based in Stamford, CT, filed a Chapter 11
petition (Bankr. D. Del. Case No. 20-10940) on April 13, 2020. The
Hon. Laurie Selber Silverstein presides over the case. In its
petition, the Debtor was estimated to have $10 million to $50
million in both assets and liabilities. The petition was signed by
John Brecker, independent manager.
The Debtor hired Young Conaway Stargatt & Taylor, LLP, as counsel;
and Donlin Recano & Company, Inc., as claims agent and
administrative advisor.
ALVOGEN PHARMA: S&P Affirms 'B-' Long-Term ICR; Outlook Negative
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S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on specialty and generic pharmaceutical company Alvogen Pharma US
Inc. The outlook remains negative.
The negative outlook reflects risk to S&P's base case, which
assumes Alvogen will successfully complete several development
projects, supporting revenue growth and improving EBITDA margins in
2021.
Alvogen Pharma US Inc. underperformed in 2020 primarily due to
delays in new launches and revenue declines of current products.
S&P said, "Our affirmation reflects our belief that Alvogen will
generate at least modestly positive free cash flow, excluding
intangible asset purchases, in 2021."
"Our expectations reflects the likelihood that some of the
company's several large development opportunities will come to
fruition in 2021, after delays in 2020. If Alvogen successfully
executes on all of its priorities in 2021 (exceeding our
expectations), the company could deleverage significantly and
generate significant free cash flow to support its growth strategy.
Our rating also reflects our view that its ultimate parent, Alvogen
Lux Holdings S.a.r.l., will support the company in a period of
temporary stress."
Alvogen has potential for several hundred million dollars of
incremental revenue and EBITDA in 2021 from several products in
development.
S&P said, "We think development projects related to products
already on the market have the highest probability of success in
2021. Contrastingly, we believe paragraph 4 litigation
opportunities and complex molecules that require FDA approval have
a lower probability of success in 2021 given COVID-19 and the
company's recent track record of delays."
In addition, the company has a contract with the U.S. strategic
national stockpile (SNS) for Oseltamivir capsules (generic Tamiflu)
and the company could receive significant orders depending on
government budgetary decisions. S&P's base case for one shipment of
Oseltamivir in 2021 reflects expected federal budgetary constraints
and the distraction of COVID-19 that could result in further delays
in SNS orders.
S&P believes Alvogen's overall business has weakened over the last
two years.
The company's margins have deteriorated significantly, and S&P
expects adjusted EBITDA margins of about 20% in 2020, down from
about 40% in 2018. The margin deterioration was primarily due to
overall lower price and volume in Oseltamivir and a somewhat fixed
cost structure. S&P expects margins in the mid-20% area in
2021-2024, assuming the company is moderately successful in
launching new products.
Alvogen is now reliant on large, uncertain development projects to
grow the business and maintain a sustainable capital structure. The
company also now is subject to government budgetary decisions with
its SNS contract. In addition, Alvogen acquired Gralise, a branded
drug to treat pain after shingles or postherpetic neuralgia (PHN),
in 2020 for a total consideration of $127.5 million, but struggled
marketing the product in 2020 with COVID-19 restrictions, and it
could be difficult to regain lost volume in 2021 if physicians are
comfortable prescribing other products, especially if it is a
cheaper generic.
Alvogen develops complex generic and branded generic products to
generate more durable revenue streams than standard generics (i.e.,
small molecule pressed pills), but the strategy has greater risk. A
complex generic product typically has longer lifecycle than a
standard generic product, often resulting in premium pricing for
longer than a 180-day exclusivity period. Because of the challenge
in development, a mature complex generic may only have two or three
competitors compared to the possibility for seven or eight
competitors for a standard generic product. Complex generics often
have unique regulatory approval pathways in the U.S., and this can
result in a longer-than-expected process to satisfy the FDA's
requirements. Alvogen has not been as efficient in its development
over the last two years, experiencing delays or requiring
additional studies to properly launch new products. The company's
R&D strategy consists of below average investment in internal R&D
(about 2% of revenue) and a greater amount in the purchase of
3rd-party intangible assets. S&P thinks this provides some
flexibility in its cost structure, as it can delay purchases of
intangibles in a period of stress. Some cash outflows are tied to
sales or development milestones of prior purchases, so these are
less flexible but are also likely to coincide with incremental
revenue. There is some risk associated with the purchase of
intangibles because the company pays a lump sum upfront for
products several years away from commercialization, which could
take longer than expected to come to fruition.
Alvogen's maturity profile is manageable, but refinancing risk
could persist into 2022.
The company must repay about $70 million of its non-exchanged term
loan by early 2022 to extend the maturity of its asset-backed loan
to 2023. S&P thinks the expectation of free cash flow and support
from the ultimate parent is enough to meet this $70 million
obligation in early 2022 and the remainder in April 2022. If the
company meets its operating plan for 2021 (exceeding S&P's
expectations), the company will likely be able to make this payment
with cash on hand.
S&P said, "Our negative outlook reflects risk to our base case,
which assumes Alvogen will successfully complete several
development projects and achieve double-digit revenue growth in
2021 and margins expanding about 200 basis points from 2020."
"We could consider a lower rating in the next 12 months if we
believe that Alvogen's capital structure is unsustainable and free
cash flow (excluding intangible asset purchases) will not cover
fixed charges (including mandatory debt amortization). This would
likely be the result of the underperformance of Gralise and
development failures, including those expected in the first half of
2021."
"We could revise the outlook to stable if we think that free cash
flow will cover fixed charges including mandatory debt
amortization, as well as some purchases of intangible assets. We
would expect EBITDA to interest of above 2x. In this scenario, we
would also need believe the company has the ability to manage its
upcoming maturities through cash, expected free cash flow, and
refinancing."
ARMATA PHARMACEUTICALS: Robin Kramer Elected as Director
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Robin C. Kramer was elected by the Armata Pharmaceuticals, Inc.'s
shareholders to the Company's Board of Directors at the Company's
Annual Shareholders Meeting, which was held on Dec. 8, 2020. Ms.
Kramer currently serves as vice president and chief accounting
officer of Biogen, a position that she has held since November
2018. Armata also announced that directors H. Stewart Parker and
Jeremy Curnock Cook did not stand for re-election and have departed
the Board.
"I am pleased to welcome Robin to our Board and look forward to
leveraging her many years of financial leadership experience,"
stated Todd R. Patrick, chief executive officer of Armata. "The
appointment of Robin further strengthens what I consider to be a
world-class group of directors, and I look forward to their
guidance at this critical time in our clinical development."
"I would also like to thank Ms. Parker and Mr. Cook, two long-time
directors of our predecessor companies, C3J Therapeutics and
AmpliPhi Biosciences, respectively, for their many contributions
over the years to help get us to this point," Mr. Patrick
concluded.
"I am excited to join Armata's Board and work alongside my fellow
Board members and the leadership team to help the Company achieve
its clinical and financial goals," stated Ms. Kramer. "Armata is
developing a potential solution to the rapidly-growing crisis of
antibiotic resistance, and I am eager to contribute to this
effort."
Robin C. Kramer currently serves as vice president, chief
accounting officer of Biogen, a biopharma company, since November
2018. Prior to joining Biogen, she served as the senior vice
president and chief accounting officer of Hertz Global Holdings,
Inc., from May 2014 to November 2018. Prior to that, Ms. Kramer
was an audit partner at Deloitte & Touche LLP from 2007 to 2014,
including serving in Deloitte's National Office Accounting
Standards and Communications Group from 2007 to 2010. From 2005 to
2007 Ms. Kramer served as Chief Accounting Officer of Fisher
Scientific International, Inc., a laboratory supply and
biotechnology company, and from 2004 to 2005, she served as
Director, External Reporting, Accounting and Control for the
Gillette Company, a personal care company. Ms. Kramer also held
partner positions in the public accounting firms of Ernst & Young
LLP and Arthur Anderson LLP. Ms. Kramer is a licensed certified
public accountant (CPA) in Massachusetts. She is a member of the
Massachusetts Society of CPAs and the American Institute of CPAs.
She has served as a Board Member for the Massachusetts State Board
of Accountancy from September 2011 to December 2015, Probus
Insurance Company Europe DAC, from 2016 to 2018, and the Center for
Women and Enterprise since August 2020.
About Armata Pharmaceuticals
Armata Pharmaceuticals, Inc., f/k/a AmpliPhi Biosciences
Corporation -- http://www.armatapharma.com-- is a clinical-stage
biotechnology company focused on the development of precisely
targeted bacteriophage therapeutics for the treatment of
antibiotic-resistant infections using its proprietary
bacteriophage-based technology. Armata is developing and advancing
a broad pipeline of natural and synthetic phage candidates,
including clinical candidates for Pseudomonas aeruginosa,
Staphylococcus aureus, and other pathogens. In addition, in
collaboration with Merck, known as MSD outside of the United States
and Canada, Armata is developing proprietary synthetic phage
candidates to target an undisclosed infectious disease agent.
Armata is committed to advancing phage with drug development
expertise that spans bench to clinic including in-house phage
specific GMP manufacturing.
As of Sept. 30, 2020, the Company had $45.67 million in total
assets, $21.05 million in total liabilities, and $24.62 million in
total stockholders' equity.
Ernst & Young LLP, in San Diego, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 19, 2020 citing that the Company has suffered recurring
losses and negative cash flows from operations and has stated that
substantial doubt exists about the Company's ability to continue as
a going concern.
ARNOLD BAKER: Reorganization Plan Deadline Extended to Jan. 18
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Judge Eduardo V. Rodriguez of the United States Bankruptcy Court
for the Southern District of Texas, Houston Division extended
Arnold B. Baker's deadline to file a plan of reorganization to
January 18, 2021.
Mr. Baker was given until December 28, 2020 to file corrective
Schedules D and E/F. In a separate order previously issued by the
Court, Mr. Baker was given until January 4, 2021 to file
governmental proofs of claim.
On July 7, 2020, Mr. Baker filed his initial petition under chapter
11, subchapter V, title 11 of the Bankruptcy Code. More than half
the amount of Mr. Baker's secured debt is comprised of a single
governmental tax obligation. On July 8, 2020, the notice of the
First Meeting of Creditors, also known as the 341 Notice, was filed
on the Court's docket setting November 9, 2020 as the deadline for
the filing of all non-governmental proofs of claim. Conspicuously
missing, however, was the deadline for the filing of governmental
proofs of claim that is routinely contained within a 341 Notice.
On August 12, 2020, and pursuant to 11 U.S.C. Section 1188(a), the
Court held a status conference and ordered Mr. Baker to file a plan
of reorganization, no later than October 5, 2020. On September 15,
2020, Mr. Baker filed an expedited motion to extend the October 5,
2020 deadline to November 23, 2020, several days past the November
9, 2020 non-governmental proofs of claim bar date. He requested an
extension because of the $4,092,944.50 scheduled general unsecured
debt, most of the amounts were listed as contingent, unliquidated,
and disputed while other scheduled debt was listed as unknown.
Mr. Baker said that he should not justly be held accountable for
failure to file a plan of reorganization by November 23, 2020 and
requested a second extension of the filing deadline. He asserted
that "in retrospect, the November 23, 2020 date was always
insufficient to allow Debtor to file a meaningful substantive plan"
because:
(1) since no bar date for governmental units to file claims
was reflected in the 341 Notice, Debtor cannot "meaningfully
determine how to provide for" the claims of the State of Louisiana
and City of New Orleans where those claims have not been filed and
(2) due to the death of his brother, Debtor requires
additional time to determine his projected income from his current
employer, BRM Concrete, LLC, of which his brother was part owner,
and to determine how to utilize or dispose of his 51% ownership in
Baker Ready Mix, LLC.
Mr. Baker further alleged that the recent passing of his brother
caused his time to be consumed by his personal duties at BRM
Concrete, LLC, and the operational duties of his brother,
interfering with the amount of time he had to dedicate to his
bankruptcy case.
Judge Rodriguez said that the uncertainty as to the City of New
Orleans and State of Louisiana claims created a substantial barrier
to Mr. Baker's ability to file an appropriately constructed,
feasible plan, given that the plan may be provisioned for payments
to creditors over a period not to exceed five years. Judge
Rodriguez added that the increase in Mr. Baker's responsibilities
resulting from the unexpected passing of his brother stripped him
of the time necessary to determine the best way to dispose of his
51% interest in Baker Ready Mix, LLC for the benefit of his
creditors and provide his counsel the information needed to
complete an appropriate plan. Judge Rodriguez also said that Mr.
Baker had already made substantial progress in drafting a
substantive plan of reorganization and no party-in-interest has
filed any motion opposing the relief requested. Judge Rodriguez
held that the need for an extension to file a plan beyond the
November 23, 2020 deadline was attributable to circumstances for
which Mr. Baker should not justly be held accountable.
The case is IN RE: ARNOLD B. BAKER; dba ABBAKER ENTERPRISES, LLC;
dba ARNOLDBBAKER, LLC, Chapter 11, Debtor, Case No. 20-33465,
(Bankr. S.D. Tex.). A full-text copy of the Memorandum Opinion,
dated December 21, 2020, is available at
https://tinyurl.com/y7zq3zks from Leagle.com.
About Arnold B. Baker
Arnold B. Baker, dba Abbaker Enterprises, LLC, dba Arnoldbbaker,
LLC, filed voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-33465) on July 7,
2020.
ART CENTER: U.S. Trustee Unable to Appoint Committee
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The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Art Center, Inc.
About Art Center
Art Center, Inc. is a private, not-for-profit art college in
Tucson, Ariz., with a branch campus in Albuquerque, N.M. On the
Web: https://www.suva.edu/
Art Center filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-12891) on Nov.
30, 2020. At the time of filing, the Debtor estimated $100,000 to
$500,000 in both assets and liabilities.
Charles Richard Hyde, Esq., at The Law Offices of C.R. Hyde, PLC,
is the Debtor's counsel.
ASTORIA ENERGY: S&P Assigns 'BB-' Rating to New Term Loan
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S&P Global Ratings assigned its 'BB-' project finance issue rating
to Astoria Energy LLC's (AE) new $800 million term loan B (TLB),
$38 million revolving credit facility (RCF), and $22 million debt
service letter of credit facility (DSR facility). S&P also assigned
a '2' recovery rating to the debt.
The project finance issue rating replaces the preliminary 'BB-'
project finance issue rating it assigned to AE's proposed debt
issuance on Nov. 25.
AE has used the proceeds from the issuance to refinance existing
debt, as well as for general corporate purposes, including a
one-time dividend payment to its equity holders, and payment of
transaction-related fees and expenses.
S&P also withdrew its 'BB-' issue rating on the project's
refinanced $775 million TLB and $55 million RCF, which have now
been replaced with new debt.
The rating reflects the project's position in the New York area and
its interconnection to the New York City (NYC) electricity market,
allowing access to energy and capacity markets with pricing
reflecting high production and replacement costs, relative to those
of other North American markets.
S&P said, "Based on our view of market-driven variables, such as
power demand, expected retirement of uneconomical units, commodity
prices, locational capacity requirement, and capacity prices, we
forecast a minimum debt service coverage ratio (DSCR) of 1.75x and
an average DSCR of 2.53x for AE throughout its reliable asset
life."
"The stable outlook reflects our expectation that the project will
continue to operate in line with its historical performance and
generate strong DSCRs through the TLB and RCF term (2020-2027). In
the post-refinancing period (2027-3038), we expect the consolidated
cash flow available for debt service (CFADS) will generate DSCRs
above 1.75x."
AE is a nominal 615-megawatt (MW) combined-cycle natural gas-fired
power plant in Zone J (NYC), a highly constrained and competitive
electricity region in NYISO. The power plant commenced commercial
operations in mid-2006, supplying most of its power to Consolidated
Edison Inc. under a 10-year power purchase agreement through
mid-2016, and it became a fully merchant generator when that
contract expired. The facility consists of two GE PG7241 (7FA)
combustion turbine generator (CTG) sets, two Alstom heat recovery
steam generators (HRSGs) with supplemental firing capability, and
one Alstom Model STF25 steam turbine generator (STG). Natural gas
is the primary fuel. Low sulfur distillate fuel oil is stored
onsite and serves as a backup fuel. The facility is owned by
Astoria Power Partners Holding LLC (APPH).
In addition, APPH owns an approximately 55% interest in Astoria
Energy II LLC (AEII), a dual fuel-fired combined-cycle facility
with a nominal capacity of 615 MW. The facility began commercial
operations on July 1, 2011. Natural gas is the primary fuel and low
sulfur distillate fuel oil is stored onsite as backup fuel.
AEII is fully contracted through June 30, 2031, under a 20-year
tolling agreement with the New York Power Authority (NYPA). NYPA is
responsible for all fuel and emissions costs, and holds title to
all products made available by the facility. AE will rely on
approximately 55% of the distributions from AEII to service its
debt.
The project benefits from its interconnection to the NYC
electricity market, allowing access to energy and capacity markets
with pricing reflecting high production and replacement costs
relative to those of other North American markets.
AE lenders benefit from a distribution stream from AEII that is
underpinned by a 20-year tolling agreement with the NYPA through
June 30, 2031.
Both AE's and AEII's combustion turbine generators are capable of
running on both natural gas and fuel oil.
Exposure to merchant revenues, which represent about 90% of total
CFADS (including capacity).
AE's repayment capacity is partially dependent on distribution
(dividend) payments generated by assets that it does not own or
control. These distributions represent 27% of CFADS.
Consistent with other projects financed through TLB structures, the
project will not have sufficient CFADS to repay the amount
outstanding at maturity; therefore, it is exposed to refinancing
risk.
The proposed transaction relies on cash flow from both AE and AEII.
AE raised $860 million in financing to repay its previously
issued senior secured debt ($644 million); and for general
corporate purposes, including a one-time distribution to its owners
($131 million), and payment of transaction-related fees and
expenses ($19 million). The new debt consists of an $800 million
senior secured TLB with a term of seven years, as well as a senior
secured RCF and DSR facility with capacities of $38 million and $22
million, respectively, both of which expire in five years.
AE's repayment capacity is partially dependent on distribution
(dividend) payments generated by AEII that the borrower does not
own or control. These distributions represent 27% of AE's CFADS.
The distribution paid to AE is subordinated as it represents
distributions from AEII, which are only paid after AEII has met all
its operating, maintenance, debt service, and any other
requirements under the existing debt structure. Therefore, to rate
AE's debt, S&P has used "Principles Of Credit Ratings" criteria
because S&P's project finance criteria do not provide for the
analysis of structures where repayment is dependent on a mix of
operating revenues and subordinated revenues (distribution) flow
from assets that are not part of the structure and are not pledged
to the benefit of the lenders.
S&P said, "Under this approach, we have determined the operating
phase business assessment (OPBA) based on a weighted average of the
OPBA of AE and AEII with relative contribution of CFADS to
determine the weights. The CFADS used for the rating consist of the
cash flow from AE and the distributions from AEII."
"The stable outlook reflects our expectation that Astoria will
operate in line with historical performance and generate strong
DSCRs for the rating level through TLB maturity. Under our
base-case scenario, we generally expect the project will achieve
DSCRs in the 2.0x area until the TLB matures in December 2027. We
also expect that minimum DSCR will remain above 1.6x in the
post-refinancing period (2027-2038), in which we assume a fully
amortizing debt structure."
"We could lower the rating if DSCRs fall below 1.6x on a sustained
basis or the resilience of the project weakens, with average DSCR
forecast to be below 2.5x on a sustained basis. This would likely
be caused by operational issues, NYISO cleared capacity prices that
fail to meet our forward-looking assumptions, or
lower-than-expected realized energy margins."
"We could raise the rating if the NYISO Zone J capacity market
improved considerably or spark spreads widened, resulting in the
project sweeping more cash than expected and reaching DSCRs above
2.0x consistently throughout the remaining life of the asset."
AYRO INC: Five Proposals Approved at Annual Meeting
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AYRO, Inc. held its 2020 annual meeting of stockholders on Dec. 17,
2020, at which the stockholders:
(a) elected Rodney C. Keller, Jr., Joshua Silverman, Wayne R.
Walker, George Devlin, Sebastian Giordano, Zvi Joseph, and Greg
Schiffman as directors to serve for a term of one year or until
their successors are elected and qualified;
(b) ratified the appointment of Friedman LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Dec. 31, 2020;
(c) approved, on an advisory basis, the compensation paid to its
named executive officers;
(d) approval, on an advisory basis, a triennial frequency of
future advisory votes on the compensation paid to its named
executive officers; and
(e) approved the First Amendment to the AYRO, Inc. 2020 Long-Term
Incentive Plan to increase the total number of shares of common
stock authorized for issuance under such plan by 1,800,000, to a
total of 4,089,650 shares.
About AYRO
Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com
-- designs and delivers compact, emissions-free electric fleet
solutions for use within urban and short-haul markets. Capable of
accommodating a broad range of commercial requirements, AYRO's
vehicles are the emerging leaders of safe, affordable, efficient
and sustainable logistical transportation. AYRO was founded in
2017 by entrepreneurs, investors, and executives with a passion to
create sustainable urban electric vehicle solutions for Campus
Management, Last Mile & Urban Delivery and Closed Campus
Transport.
Dropcar reported a net loss of $4.90 million for the year ended
Dec. 31, 2019, compared to a net loss of $18.75 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$33.85 million in total assets, $3.09 million in total liabilities,
$30.76 million in total stockholders' equity.
Friedman LLP, in East Hanover, New Jersey, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has recurring losses
and negative cash flows from operations. These conditions, among
others, raise substantial doubt about the Company's ability to
continue as a going concern.
BASIC ENERGY: S&P Upgrades ICR to 'CCC-'; Outlook Negative
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S&P Global Ratings raised its issuer credit rating on U.S.-based
oilfield services company Basic Energy Services Inc. to 'CCC-' from
'CC' and its issue-level rating on its secured notes to 'CCC-' from
'CC'.
The negative outlook reflects the high likelihood of a conventional
or selective default in the next six months.
The upgrade reflects the expiration of the company's distressed
debt exchange offer launched on Nov. 5 2020, with no notes accepted
for exchange.
S&P said, "We still believe there is a high likelihood of a
conventional or selective default ahead of the next coupon payment
due in April 2021. The company has issued a going concern in its
last two quarterly filings and we believe its business will remain
very challenged through the end of 2021 due to the weak level of
U.S. onshore drilling and completion activity."
"The negative outlook reflects our view that there is a high
likelihood Basic will enter into an exchange transaction for its
senior secured notes we would view as distressed given the weak
conditions in its industry, its tight liquidity, and the low
trading levels of its debt."
"We would lower our ratings on Basic if it announced a distressed
debt exchange, breached a covenant and triggered an event of
default, or missed an interest payment."
"We could raise our rating on Basic if we no longer believe it is
at a high risk of default over the next six months. This would most
likely occur if the company's financial performance materially
improved, it received financial support from its sponsors to avert
a default, or we believed the potential for a distressed exchange
had become remote."
BEREAN ACADEMY: S&P Rates 2021 Charter School Refunding Bonds 'BB'
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S&P Global Ratings assigned its 'BB' long-term rating to the Pima
County Industrial Development Authority, Ariz.'s $7.12 million
series 2021 fixed-rate charter school refunding bonds, issued for
Berean Academy. The outlook is stable
The $7.12 million series 2021 bonds are expected to be used to
current refund Berean's series 2009 bonds outstanding in the amount
of $6.83 million as of June 30, 2020, and pay costs of issuance. At
closing, the series 2021 bonds will be Berean academy's only debt
outstanding, excluding the Paycheck Protection (PPP) loan of
$371,825, which management expects to be forgiven. The series 2009
bonds were used to acquire the academy's existing facilities. The
refunding bonds are fixed-rate with a 35-year term running through
2055, and aggregate level debt service of $356,000 per annum. The
proposed obligations are secured by a pledge of school revenues
consisting primarily of per pupil funding from the state. In its
covenants, Berean academy, will set up an intercept, by which it
will direct the state to transfer state revenues to the bond
trustee for debt service before they are released to the school for
normal operations. The series 2021 bonds include additional
covenants of 1.15x annual debt service coverage along with a
ramp-up days' cash on hand (DCOH) covenant requiring 30, 35, and 40
DCOH for fiscal years 2021, 2022, and 2023 (and the years
following), respectively. The bonds also carry an additional bonds
test of 1.2x pro forma debt service coverage. The proposed
obligations are further secured by a debt service reserve funded at
maximum annual debt service (MADS), a mortgage on the issuer's
facilities, and a repair and replacement fund.
"We assessed Berean Academy's enterprise profile as adequate, with
relatively steady demand for its programs as demonstrated by steady
growth in its headcount in the past three years, sufficient student
retention, tempered by a small enrollment base and somewhat soft
academics in comparison to other peers," said S&P Global credit
analyst Mel Brown. "We assessed the academy's financial profile as
vulnerable, with a small revenue base of less than $5 million, low
unrestricted reserves historically, a manageable pro forma debt
burden, and solid pro forma lease-adjusted MADS coverage."
The stable outlook reflects S&P's expectation that within the
outlook, Berean Academy will achieve positive full accrual
operations resulting in the maintenance of lease adjusted MADS
coverage and DCOH. S&P anticipates that the school's demand profile
will continue to reflect acceptable academics, stable management,
and current enrollment levels.
Berean academy received its initial charter from the Arizona Board
for Charter Schools (AZBCS). The academy began operations during
the 2003-2004 school year. Its current 20-year contract expires in
2037. Berean Academy's mission and vision centers on fostering the
growth of its scholars through the principals of Love and Logic.
This approach was established to promote healthy decision making
through caring and respectful peer and advisor relationships. As of
fall 2020, it serves 456 students in grades K-12. Berean Academy is
located on 9.09 acres in Sierra Vista, in Cochise County, Arizona.
The Charter School's owned facilities are over 30,000 square feet
consisting of three buildings, two of which house the educational
facilities, and another that services the school's administrative
and multipurpose needs. The academy does not have any additional
leased facilities and there are no plans to expand in the future.
BERGIO INTERNATIONAL: CEO to Retire 17 Million Shares to Treasury
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Berge Abajian, CEO of Bergio International, said he will retire to
treasury 17 Million shares that were issued to him for the
conversion of $500,000 of stockholder's loan that was initiated
earlier in the year, as disclosed in a Form 8-K filed with the
Securities and Exchange Commission.
About Bergio International
Headquartered in Fairfield, NJ, Bergio International, Inc. --
https://bergio.com -- is engaged in the product design,
manufacturing, distribution of fine jewelry primarily in the United
States. The Company also have two retail stores located in
Closter, NJ and Atlantic City, NJ.
Bergio International reported a net loss of $3.03 million for the
year ended Dec. 31, 2019, compared to a net loss of $417,314 for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $1.60 million in total assets, $1.97 million in total
liabilities, and a total stockholders' deficit of $365,061.
BF Borgers CPA PC, in Lakewood, CO, the Company's auditor since
2019, issued a "going concern" qualification in its report dated
May 15, 2020, citing that the Company's significant operating
losses raise substantial doubt about its ability to continue as a
going concern.
BLITMAN SARATOGA: U.S. Trustee Unable to Appoint Committee
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The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Blitman Saratoga, LLC.
About Blitman Saratoga
Blitman Saratoga LLC was formed in 2012 to develop and build a
residential community consisting of at least 77 single-family homes
spread over approximately 149 acres on Geyser Road in Saratoga
County, N.Y.
Blitman Saratoga sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-23177) on Nov. 6,
2020. At the time of the filing, the Debtor disclosed $5,857,288
in assets and $2,755,584 in liabilities.
Judge Robert D. Drain oversees the case.
Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP, is
the Debtor's legal counsel.
BLUE EARTH: Denial of Trustee's Leave to Amend FAC Upheld
---------------------------------------------------------
The United States Court of Appeals, Ninth Circuit granted
Intracoastal Capital, LLC's appeal from the Bankruptcy Appellate
Panel's decision reversing the United States Bankruptcy Court for
the Northern Distict of California's denial of leave to amend
Bradley D. Sharp, Chapter 11 Litigation Trustee's First Amended
Complaint.
Both the bankruptcy court and the BAP determined that Trustee had
not sufficiently alleged fraudulent transfer claims in his First
Amended Complaint. The Trustee has not cross-appealed that issue.
Intracoastal argued that the bankruptcy court did not abuse its
discretion in denying leave to amend and urged the Court to reverse
the BAP's judgment on the issue and affirm the bankruptcy court's
order. The Trustee argued that the BAP was correct in deciding
that the bankruptcy court abused its discretion because an
amendment would not have been futile.
The Court found that the bankruptcy court did not abuse its
discretion in denying leave to amend on grounds of futility. It
said that a trial court does not abuse its discretion in denying
leave to amend where further amendment would be futile. The Court
noted that the bankruptcy court dismissed the FAC for failure to
state a claim and the BAP affirmed. The Court alleged that the
Trustee did not propose factual allegations in addition to those
already pleaded in the deficient FAC to plausibly allege that Blue
Earth, Inc. was insolvent under 11 U.S.C. Section 548(a)(1)(B).
The case is In re: BLUE EARTH, INC., Debtor. INTRACOASTAL CAPITAL,
LLC, Appellants, v. BRADLEY D. SHARP, Chapter 11 Trustee, Appellee.
In re: BLUE EARTH, INC., Debtor, ANSON INVESTMENTS MASTER FUND,
LLP, Appellants, v. BRADLEY D. SHARP, Chapter 11 Trustee, Appellee,
Case Nos. 19-60054, 19-60064, (9th Cir.). A full-text copy of the
Memorandum, dated December 21, 2020, is available at
https://tinyurl.com/ybal3t3b from Leagle.com.
About Blue Earth
Blue Earth, Inc., and its subsidiaries are comprehensive providers
of alternative/renewable energy solutions for small and
medium-sized commercial and industrial facilities. Blue Earth
builds, manages, owns and operates independent power generation and
management systems geared towards helping commercial and industrial
building owners save energy and money, and reduce their carbon
footprint.
Blue Earth, Inc., and Blue Earth Tech, Inc., filed Chapter 11
bankruptcy petitions (Bankr. N.D. Calif., Case Nos. 16-30296 and
16-30297) on March 21, 2016. The petitions were signed by Robert
G. Powell as CEO. The Debtors' other subsidiaries are not included
in the filing.
The Debtors estimated both assets and liabilities in the range of
$10 million to $50 million.
Pachulski, Stang, Ziehl & Jones LLP serves as the Debtors' counsel.
Eos Capital Advisors LLC and Ice Glen Associates, LLC act as
valuators of the Debtors' assets. Kurtzman Carson Consultants LLC
represents the Debtors as claims and noticing agent.
A 2-member panel has been appointed to serve as the Official
Committee of Unsecured Creditors in the case.
Judge Dennis Montali has been assigned the cases.
BMSL MANAGEMENT: Hires R&J Capital as Mortgage Broker
-----------------------------------------------------
BMSL Management, LLC, and its debtor-affiliates seek authority from
the U.S. Bankruptcy Court for the Eastern District of New York to
employ R&J Capital Group, LLC, as mortgage broker to the Debtors.
BMSL Management requires R&J Capital to:
a. assist the Debtors in relation to the proposed blanket
mortgage of the various properties owned by the Debtors;
b. review the properties outstanding liens, rent rolls,
leases, income and expenses;
c. review all the legal documents with regards to the defaults
and amounts needed for satisfaction of liens;
d. identify and consult with potential lenders in order to
facilitate the proposed blanket mortgage and ensure
feasibility with lender guidelines;
e. pool multiple lenders together to consider the blanket
mortgage and provide Letters of Intent; and
f. maintain constant contact with prospective lenders and the
title company and perform due diligence to prepare
properties for clear title at closing.
R&J Capital will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Yuri Kakuriev, a partner of R&J Capital 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.
R&J Capital can be reached at:
Yuri Kakuriev
R&J Capital Group, LLC
80-02 Kew Gardens Rd., Suite 1040
Kew Gardens, NY 11415
Tel: (718) 520-7000
About BMSL Management
BMSL Management LLC, filed a Chapter 11 bankruptcy petition (Bankr.
E.D.N.Y. Case No. 20-43621) on Oct. 14, 2020, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by Shiryak Bowman Anderson Gill & Kadochnikov, LLP.
BOWLERO CORP: S&P Affirms 'B-' ICR; Outlook Negative
----------------------------------------------------
S&P Global Ratings affirmed its 'B-' issuer credit rating on
Bowlero Corp. because it believes the company could achieve a level
of run rate revenue, EBITDA, and cash flow that would be sufficient
to sustain its capital structure by the second half of calendar
year 2021. In addition, S&P believed the company has enough
liquidity to survive a moderate level of closures and reduced
revenue.
At the same time, S&P is affirming its 'B-' issue-level rating on
Bowlero's senior secured credit facilities, which comprise a $50
million revolver and a $825 million loan. S&P's '3' recovery rating
on the facilities remains unchanged.
S&P said, "We are affirming our issuer credit rating on Bowlero
even though we expect it to have very high adjusted leverage in
fiscal year 2021 because we believe it has enough liquidity to
weather the assumed center closures and COVID-19 related
disruptions and anticipate it will return its leverage and interest
coverage metrics to levels in line with the 'B-' rating in fiscal
year 2022 under our base-case forecast of a wide scale distribution
of a vaccine around mid-calendar year 2021. Under our base-case
forecast, we assume the company's revenue declines by approximately
45% in fiscal year 2021 relative to the previous year because of
the ongoing regional closures of its centers through at least the
first calendar quarter of 2021, the capacity and service
restrictions mandated by state and local governments at its centers
that remain open, and the ongoing consumer apprehension around
indoor recreation activities amid the growing number of COVID-19
cases. While we believe the centers that Bowlero reopened following
the mandated closures earlier this year were experiencing positive
revenue trends, we anticipate the increase in COVID-19 cases could
lead to a temporary reversal of that trend for the remainder of
calendar year 2020 and into the first part of 2021. Therefore, we
expect that the company may burn cash into the first quarter of
2021 or potentially longer depending on the speed of the
distribution of approved COVID-19 vaccines as well as the
trajectory of regional infection rates. Because of these factors,
we forecast Bowlero will end its fiscal year 2021 with very high
preferred stock- and lease-adjusted debt to EBITDA and EBITDA
coverage of cash interest of about 1.0x."
"Our base-case forecast also assumes the wide-scale distribution of
one or more COVID-19 vaccines by mid-2021 and that Bowlero will
reopen all of its centers by mid-2021 (by the start of the
company's fiscal year 2022 in July). However, we also assume that
potentially elevated unemployment and soft consumer discretionary
spending could cause its revenue to be 20% below 2019 levels in
fiscal year 2022. We also assume that some cost-cutting measures it
implemented in response to, or that were accelerated by, the
COVID-19 pandemic could potentially lead to an expansion in its
EBITDA margin in fiscal year 2022 relative to its historical margin
and cause it to report fiscal-year 2022 EBITDA of approximately 15%
below its results in fiscal year 2019."
"The negative outlook reflects significant risk to the company's
revenue, EBITDA, and cash flow in fiscal years 2021 and 2022 as
well as our expectation that its leverage and EBITDA coverage of
cash interest will remain weak for the rating through fiscal year
2021. Under our base-case forecast, we believe Bowlero will
generate negative free operating cash flow (FOCF) in fiscal year
2021 and minimal FOCF in 2022. If we believe the company's FOCF
will remain negative in fiscal year 2022 or lose confidence it will
improve its EBITDA coverage of cash interest to the low-1x area in
fiscal year 2022 and sustain it at that level, we could lower our
rating because an underperformance on these measures could indicate
that its capital structure is unsustainable over the long term.
Additionally, if we believe its liquidity will be stressed or that
a distressed exchange is likely, we would also consider lowering
our rating."
The COVID-19 pandemic remains the primary near-term risk factor for
Bowlero; however, secular trends and a very competitive out-of-home
entertainment market remain longer-term risks. This is because of
the declining level of league participation, which reduces the
volume of multi-week commitments and leads S&P to expect league
revenue will continue to face headwinds over the next few years
after the pandemic abates. The decrease in league play increases
the company's reliance on impulse-driven open bowling as well as
food and beverage spending, which are more volatile and expose
Bowlero to increased competition from other forms of entertainment.
However, management has indicated that open bowling participation
delivers a higher profit margin on average than league play.
In addition, as an owner and operator of bowling centers, Bowlero
provides entertainment options as well as food and beverage
services to the general public, corporate customers, and bowling
leagues. Therefore, the company faces significant competition from
alternative out-of-home entertainment options among other
substitutes for consumers' discretionary leisure and entertainment
spending. Although Bowlero provides its customers with an
environment to interact socially while bowling, arcade
entertainment, and food and beverage services, consumers may choose
lower-priced or other alternatives to socialize with their peers
that don't involve bowling, eating, or playing arcade games.
Potentially elevated unemployment and soft consumer discretionary
spending could amplify this risk as consumers limit their spending
on discretionary leisure activities. Conversely, pent-up consumer
demand for out-of-home entertainment following the pandemic could
partially mitigate these factors in 2021.
The company's $150 million sponsor-supported revolver, business
interruption insurance proceeds, and sizable rent deferrals may
help it preserve its liquidity over the near term.
S&P said, "We understand that the company has deferred a sizeable
amount of rent, both with smaller independent landlords as well as
with its largest landlord. Bowlero has also received business
interruption insurance proceeds related to the mandatory closures
of its centers due to COVID-19, which has bolstered its liquidity.
In addition, we believe the company had $105 million of commitments
remaining under its $150 million sponsor-supported senior secured
revolver and cash balances of approximately $175 million as of
Sept. 30, 2020. Access to the remaining $105 million of commitments
is subject to approval by the company's controlling sponsor
Atairos. We view Bowlero as having adequate liquidity to weather a
moderate number of COVID-19 related center closures and other
temporary disruptions to its revenue. We have included the business
interruption insurance proceeds in our measure of its adjusted
revenue as well as its lease-adjusted EBITDA and preferred share-
and lease-adjusted debt to EBITDA because they are cash flows
available to cover its operating expenses during this period. We
believe Bowlero received these proceeds due to the operating
decisions its management team made to insure it against pandemics,
which is not typical in the leisure sector given how expensive this
coverage can be to obtain and how rare pandemics are."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P said, "The negative outlook reflects the possibility that we
will lower our rating on Bowlero if we are no longer confident it
will reopen all of its centers by mid-2021, forestalling the
expected recovery in its revenue and EBITDA in fiscal year 2022.
This could occur if its revenue recovers more slowly than we expect
following the dissemination of multiple vaccines or if consumer
discretionary spending remains depressed because of elevated
unemployment and a weak macroeconomic environment. Under this
scenario, we could lower our ratings on the company if it reports
weakening liquidity or is unable to reduce its very high adjusted
leverage to a sustainable level."
"We could lower our rating on Bowlero by one notch or more if we no
longer assess its liquidity as adequate, no longer expect its free
cash flow to turn positive, or no longer believe it can improve its
EBITDA coverage of cash interest to the low-1x area in fiscal year
2022. An underperformance on these measures could increase the
likelihood of a distressed exchange or conventional default."
"We could revise our outlook on Bowlero to stable if we come to
believe it has stopped burning cash and think it will likely
sustain EBITDA coverage of cash interest exceeding the low-1x area.
In addition, we could raise our rating on the company if we believe
it will likely sustain S&P Global Ratings-adjusted leverage of less
than 7.5x."
BUENA PARK: U.S. Trustee Unable to Appoint Committee
----------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Buena Park Drive, LLC.
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 the Debtor's bankruptcy counsel.
C & C ENTITY: Gets Court OK to Hire Financial Consultant
--------------------------------------------------------
C & C Entity, L.P. and its affiliates received approval from the
U.S. Bankruptcy Court for the Eastern District of Pennsylvania to
employ James Floyd of The Food Partners as financial consultant.
The Debtors need a financial consultant to seek and evaluate
financing options available to them and facilitate potential exit
financing for either a sale of the Debtors' business or capital
investment financing to develop a Chapter 11 plan of
reorganization.
Mr. Floyd will be paid on a monthly stipend without further court
approval and a success fee upon the placement of financing approved
by the bankruptcy court.
In court filings, Mr. Floyd disclosed that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
Mr. Floyd can be reached at:
James Floyd
The Food Partners
Email: jfloyd@thefoodpartners.com
About C & C Entity L.P.
C & C Entity, L.P. filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Case No.
20-13775) on Sept. 18, 2020. C & C President Charles Cardile, Jr.
signed the petition.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of less than $50,000.
Judge Ashely M. Chan oversees the case.
The Debtor tapped Offit Kurman, P.C. as its legal counsel and
Umbreit Wileczek & Associates, P.C. as its accountant.
CABOT CORPORATION: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 16, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Cabot Corporation to BB+ from BBB-.
Headquartered in Boston, Massachusetts, Cabot Corporation has
businesses in chemicals, performance materials, and specialty
fluids.
CADIZ INC: Subsidiary Gets 2 Right-of-Way Permits from BLM
----------------------------------------------------------
Cadiz Inc. reported that the U.S. Bureau of Land Management ("BLM")
has granted to its subsidiary, Cadiz Real Estate LLC, two
right-of-way permits that now enable the Company to transport water
through an existing 30" buried pipeline asset that crosses over
both the State Water Project and the Mojave River Pipeline on its
220-mile route from Cadiz, California to Wheeler Ridge, California.
The first right-of-way was issued pursuant to an assignment of a
portion of an existing right-of-way held by El Paso Natural Gas
("EPNG") and renewed by BLM under the Mineral Leasing Act in
October and enables the continued transportation of natural gas.
The second right-of-way was issued under the Federal Land Policy
and Management Act and authorizes the conveyance of water over
BLM-managed lands.
The Company acquired the Northern Pipeline from EPNG pursuant to
agreements originally executed in 2011 with the intention of
repurposing idle oil and gas pipeline assets that could diversify
water conveyance for the benefit of communities in underserved
areas of Kern, Los Angeles and San Bernardino Counties in
California. The Northern Pipeline provides California water
purveyors with a unique asset and corresponding opportunity to
connect available supplies with rural areas of the State that need
it most.
The Company completed the acquisition of a 96-mile segment of the
Northern Pipeline from Cadiz to Barstow, California in 2014. The
acquisition of the remaining 124-mile segment of the Northern
Pipeline from Barstow to Wheeler Ridge, California was subject to
certain conditions precedent including the BLM right-of-way grants
noted above. With these BLM grants, the conditions precedent have
been satisfied to finalize the Company's acquisition of the
Northern Pipeline. As recently reported, the Company's final
payment of $19 million to EPNG is required to be made no later than
June 30, 2021 in accordance with the Second Amendment to the
Purchase and Sale Agreement.
Any water conveyed through the Northern Pipeline will be in
accordance with all applicable local, state and federal law.
About Cadiz
Founded in 1983 and headquartered in Los Angeles, California, Cadiz
Inc. -- http://www.cadizinc.com-- is a natural resources
development company dedicated to creating sustainable water and
agricultural opportunities in California. The Company owns
approximately 45,000 acres of land with high-quality, naturally
recharging groundwater resources in three areas of Southern
California's Mojave Desert.
Cadiz reported a net loss and comprehensive loss of $29.53 million
for the year ended Dec. 31, 2019, compared to a net loss and
comprehensive loss of $26.27 million for the year ended Dec. 31,
2018. As of Sept. 30, 2020, the Company had $73.37 million in
total assets, $95.89 million in total liabilities, and a total
stockholders' deficit of $22.52 million.
Cadiz said in its Annual Report for the period ended Dec. 31, 2019,
that limitations on the Company's liquidity and ability to raise
capital may adversely affect it. "Sufficient liquidity is
critical
to meet the Company's resource development activities. Although
the Company currently expects its sources of capital to be
sufficient to meet its near-term liquidity needs, there can be no
assurance that its liquidity requirements will continue to be
satisfied. If the Company cannot raise needed funds, it might be
forced to make substantial reductions in its operating expenses,
which could adversely affect its ability to implement its current
business plan and ultimately impact its viability as a company."
CALFRAC HOLDINGS: Moody's Withdraws Ca CFR Amid Recapitalization
----------------------------------------------------------------
Moody's Investors Service has withdrawn Calfrac Holdings, LP's Ca
Corporate Family Rating, Ca-PD/LD Probability of Default rating,
SGL-4 Speculative Grade Liquidity Rating, and C rating on its
senior unsecured notes following the completion of its
recapitalization transaction on December 18, 2020.
Withdrawals:
Issuer: Calfrac Holdings, LP
Corporate Family Rating, Withdrawn, previously rated Ca
Probability of Default Rating, Withdrawn, previously rated Ca-PD
/LD
Speculative Grade Liquidity Rating, Withdrawn, previously rated
SGL-4
Senior Unsecured Regular Bond/Debenture, Withdrawn, previously
rated C (LGD5)
Outlook Actions:
Issuer: Calfrac Holdings, LP
Outlook, Changed To Rating Withdrawn From Negative
RATINGS RATIONALE
Moody's has withdrawn all ratings for Calfrac Holdings, LP
following the completion of the company's recapitalization
transaction, which exchanged the outstanding balance of its senior
unsecured notes for common equity. Moody's no longer rates any of
Calfrac's debt obligations post transaction, resulting in the
withdrawal of the issuer's corporate family rating, speculative
grade liquidity rating and its probability of default rating.
Calfrac Holdings, LP, is an indirectly wholly-owned subsidiary of
Calfrac Well Services Ltd. Calfrac Well Services Ltd. is a Calgary,
Alberta-based provider of hydraulic fracturing services to
exploration and production companies.
CANADA AIR: Egan-Jones Lowers Senior Unsecured Ratings to CCC
-------------------------------------------------------------
Egan-Jones Ratings Company, on December 16, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Canada Air to CCC from CCC+.
Air Canada is the flag carrier and the largest airline of Canada by
fleet size and passengers carried. It is headquartered in the city
of Montreal, Quebec.
CANWEL BUILDING: DBRS Confirms B Issuer Rating, Trend Stable
------------------------------------------------------------
DBRS Limited changed the trend on CanWel Building Materials Group
Ltd.'s Issuer Rating and Senior Unsecured Notes rating to Stable
from Negative and confirmed both ratings at B. DBRS Morningstar
also confirmed the Recovery Rating for the Notes at RR4. The trend
change reflects DBRS Morningstar's view that while considerable
uncertainty related to the evolution of the Coronavirus Disease
(COVID-19) pandemic and the macroeconomic aftereffects remains,
CanWel is in a position to navigate the current environment within
the context of the B rating category, without the need for
meaningfully stringent capital conservative measures. This view is
based on CanWel's significantly stronger-than-expected operating
results during the last two quarters, ended September 30, 2020, and
June 30, 2020, respectively, which benefitted from a demand surge
in the home improvement sector and rising lumber prices, combined
with DBRS Morningstar's expectation that the Company's go-forward
operating results are not likely to be affected beyond what would
be acceptable for the current rating category. CanWel's ratings
also continue to be supported by its well-established market
position, diversified customer and supplier bases, and relatively
high barriers to entry. The ratings also continue to factor the
significant cyclicality and seasonality associated with the
building materials industry, the intense competition, and the
Company's high dividend payouts.
On June 1, 2020, DBRS Morningstar removed CanWel from Under Review
with Negative Implications, downgraded the Company's ratings from B
(high) to B, and changed the trend to Negative. The rating actions
reflected DBRS Morningstar's view at the time that the pandemic and
the macroeconomic aftereffects would have a material negative
impact on CanWel's earnings profile and would likely cause key
credit metrics to deteriorate beyond a level considered acceptable
for the B (high) rating for an extended period. The negative trend
also reflected concerns that the Company may not take appropriate
capital conserving measures with respect to the Company's dividend
policy and, to a lesser degree, the risk of the Company's earnings
profile further weakening in F2021. At the time, DBRS Morningstar
stated that, should EBITDA remain at levels above $70 million in
F2020 and F2021, the Company would have the ability to maintain its
rating level when combined with an appropriate reduction in
dividend outlay such that key credit metrics do not deteriorate
beyond a range acceptable for the B rating (i.e., lease-adjusted
debt-to-EBITDAR of not above 7.0 times (x) for a sustained period),
adjusted for seasonal debt balance fluctuations.
Since then, the home improvement sector benefitted from an
unexpected surge in demand, driven in large part by do-it-yourself
activity as consumers sheltered in place and embarked on home
renovation and remodeling projects. Although the demand for
building materials initially fell in the early part of the
pandemic, a number of factors, including work-from-home mandates,
restrictions on travel, and leisure activities, combined with a low
interest rate environment, led to a shift in consumer spending
toward home improvement. Similarly, housing starts have trended
upwards after falling by over 12% in the second quarter of 2020.
This elevated demand for construction materials, specifically
lumber, combined with production curtailments by suppliers due to
coronavirus-related lockdowns resulted in an unprecedented surge in
lumber prices, which peaked during the third quarter of 2020 before
returning to relatively stable levels by early November. DBRS
Morningstar notes that the Company's margins are affected by the
relative level of construction materials pricing), as well as the
pricing trend as the Company buys and sells inventory.
As such, CanWel reported significantly stronger-than-expected
operating results during the last two quarters. Net sales increased
16.4% year over year (YOY) to just above $1.2 billion during the
nine months ended September 30, 2020 (9M 2020) due to the factors
mentioned above, and, to a lesser extent, contributions from Lignum
Forest Products LLP (Lignum), acquired in April 2019. EBITDA
margins increased substantially to 8.8% during the 9M 2020 from
6.5% during the 9M 2019, benefitting from an unprecedented spike in
construction material pricing during the second and third quarter,
cost reduction measures, and due to the adoption of IFRS 16
standards. Consequently, LTM EBITDA for the 9M 2020 grew 38.5% to
$125 million as compared with $77 million for the LTM 9M 2019.
CanWel used its cash flow from operations of $96 million during the
9M 2020, combined with cash flows from working capital changes of
$36 million, to reduce the Company's revolving credit facility by
$70 million and for dividend payments of $33 million. As such,
given the substantially higher EBITDA combined with a lower YOY
utilization of the Company's revolving loan facility resulted in a
meaningful improvement in CanWel's key credit metrics YOY (i.e.,
debt-to-EBITDA of 3.0x at the end of September 2020 versus 5.6x at
the end of September 2019, and 6.9x at the end of June 2019).
Although CanWel has not taken meaningful capital conserving
measures with respect to its dividend (the Company had only
curtailed its dividend to $0.12 per share from $0.14 per share
prior to the pandemic), given the stronger-than-expected operating
results and cash flows combined with a decrease in leverage, DBRS
Morningstar believes the Company has enough financial flexibility
within the context of the B rating category at this time.
Looking ahead, considerable uncertainty related to the evolution of
this pandemic and the macroeconomic aftereffects remains, and DBRS
Morningstar expects sales and margins to come down in 2021 from the
surge levels experienced through 2020 as the demand for home
improvement activity normalizes. However, DBRS Morningstar expects
earnings in 2021, even in the context of increased volatility, to
be supportive of the B rating category. Should the Company's
operating performance remain relatively stable through this period,
combined with prudent financial management, such that the
lease-adjusted debt to EBITDA ratio is sustainable between
approximately 6.0x (at peak inventory levels) and approximately
5.0x (at low inventory levels) on a normalized basis, a further
positive rating action could occur. Conversely, should CanWel's
credit profile deteriorate as a result of weaker-than-expected
operating performance and/or aggressive financial management,
including the absence of dividend curtailments when necessitated by
pressured operating results, the trend could be changed to
Negative.
Notes: All figures are in Canadian dollars unless otherwise noted.
CATHEDRAL HOTEL: Seeks to Employ Barron Newburger as Legal Counsel
------------------------------------------------------------------
Cathedral Hotel Group, LP seeks approval from the U.S. Bankruptcy
Court for the Western District of Texas to employ Barron &
Newburger, PC as its bankruptcy counsel.
The firm's services will include:
(a) advising the Debtor of its rights, powers and duties in
the continued management of its assets;
(b) reviewing the nature and validity of claims asserted
against the property of the Debtor and advising the Debtor
concerning the enforceability of such claims;
(c) preparing legal documents and reviewing all financial
reports to be filed in the Debtors' Chapter 11 case;
(d) advising the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization and
related documents;
(e) working with professionals retained by other parties in
the Debtor's case to obtain approval of a consensual plan of
reorganization for the Debtor; and
(f) performing all other legal services necessary to
administer the case and the Debtor's business.
Barron & Newburger will be paid at these hourly rates:
Barbara Barron $495
Stephen Sather $500
Liara Silva $350
Greg Friedman $300
Other attorneys $175 - $475
The firm will also be reimbursed for out-of-pocket expenses.
Barron & Newburger received a retainer in the amount of $25,000, of
which $2,150 was used to pay its pre-bankruptcy fees.
Stephen Sather, Esq., the principal attorney at Barron & Newburger,
disclosed in court filings that the law firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Barron & Newburger can be reached at:
Stephen W. Sather, Esq.
Barron & Newburger, P.C.
7320 N. MoPac Expwy., Ste. 400
Austin, TX 78731
Direct: 512.649.3243
Email: ssather@bn-lawyers.com
About Cathedral Hotel Group
Cathedral Hotel Group, LP sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 20-60788) on Dec. 8,
2020. At the time of the filing, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
Judge Ronald B. King oversees the case.
Barron & Newburger, P.C. serves as the Debtor's legal counsel.
CBAK ENERGY: Three Proposals Passed at Annual Meeting
-----------------------------------------------------
CBAK Energy Technology, Inc. held its 2020 annual meeting of
stockholders at the Company's headquarters in Dalian, China, on
Dec. 22, 2020, at which the stockholders:
(a) elected Yunfei Li, J. Simon Xue, Martha C. Agee, Jianjun He,
and Guosheng Wang to the Board of Directors of the Company
to
serve until the 2021 annual meeting of stockholders;
(b) ratified the appointment of Centurion ZD CPA & Co. as the
Company's independent registered public accounting firm for
the fiscal year ending Dec. 31, 2020; and
(c) approved, on an advisory basis, the compensation of the
Company's named executive officers.
About CBAK Energy
Dalian, China-based CBAK Energy Technology, Inc., formerly China
BAK Battery, Inc. -- http://www.cbak.com.cn-- is engaged in the
business of developing, manufacturing and selling new energy
highpower lithium batteries, which are mainly used in the following
applications: electric vehicles; light electric vehicles; and
electric tools, energy storage, uninterruptible power supply, and
other high power applications.
CBAK Energy reported a net loss of $10.85 million for the year
ended Dec. 31, 2019, compared to a net loss of $1.96 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $102.07 million in total assets, $85.03 million in total
liabilities, and $17.04 million in total equity.
Centurion ZD CPA & Co., in Hong Kong, China, the Company's auditor
since 2016, issued a "going concern" qualification in its report
dated May 14, 2020, citing that the Company has a working capital
deficiency, accumulated deficit from recurring net losses and
significant short-term debt obligations maturing in less than one
year as of Dec. 31, 2019. All these factors raise substantial
doubt about its ability to continue as a going concern.
CERTARA HOLDCO: S&P Upgrades ICR to 'B+' on IPO; Outlook Stable
---------------------------------------------------------------
Drug development support software and services company Certara
Inc., parent of Certara Holdco Inc., completed an IPO in December
2020, netting proceeds to the company of $311 million. As a
result, S&P Global Ratings upgraded its long-term issuer credit
rating on Certara to 'B+' from 'B'.
S&P said, "The stable outlook reflects our expectation of adjusted
debt to EBITDA remaining at 4x-5x because the company is controlled
by private equity sponsors (including EQT) via an approximately 65%
combined ownership stake and because the company did not commit to
further debt reduction."
"Our rating action primarily reflects our expectation for improved
credit metrics following Certara's December 2020 IPO, including
adjusted debt to EBITDA in the 4x area and free cash flow to debt
of above 5%. We believe the risk of leverage exceeding 5x is low
because of the company's willingness to repay debt with a portion
of its IPO proceeds and because publicly traded companies are
generally adverse to very high leverage. We also believe Certara
will grow its revenue and EBITDA faster than the overall
pharmaceutical market will, given increasing adoption of the
company's services and its unique data assets, software, and
experience."
"That said, we are not confident Certara will reduce and maintain
leverage below 4x because of continued sponsor control, an
aggressive growth strategy, and the potential for a relatively
large acquisition."
"We view acquisitions as the greatest risk to the company's
financial profile in the next one to two years. Following the IPO
and repayment of second-lien debt, Certara will have about $250
million of cash at year-end2020, about $75 million-$85 million of
adjusted EBITDA, and about $45 million of cash flow after mandatory
debt amortization. We estimate this provides capacity at the
current rating for a debt-funded acquisition of about $350
million-$400 million over the next 12 months while maintaining
adjusted debt to EBITDA in the 4x-5x range. We believe Certara may
acquire other niche providers to the pharmaceutical development
industry to offer a broader portfolio of services and strengthen
its market position."
"We consider potential competitive pressure from significantly
larger peers as the greatest risk to Certara's business in the long
term. Even though Certara has established relationships with most
of the pharmaceutical and contract research organization industries
and a wealth of collected data, the market has few barriers to
entry that would prevent a larger competitor from entering and
offering a better or more complete solution to its customers. In
addition, Certara provides software and services for a very niche
part of the drug development process, which makes the company
vulnerable to changes in that marketplace."
"Our assessment of Certara's business risk also reflects the
company's limited scale and niche focus in the biosimulation and
regulatory software and services industries. Despite this strong
market penetration and leading market share, Certara's operations
remain very small in scale, reflecting the limited size of the
addressable market. Certara has good revenue visibility, thanks to
multiyear contracts on its licenses that it bills annually. The
company has high renewal rates--greater than 90%--for most of its
software solutions and products. Furthermore, customer
concentration is limited, and no single customer accounts for more
than 10% of total revenue. Certara's leading market position in the
nascent biosimulation industry, which we expect to grow rapidly
over the next two years, partially mitigates these factors."
"Our stable outlook reflects our expectation for adjusted debt to
EBITDA to remain in the 4x-5x range based on double-digit percent
revenue growth and slightly improving EBITDA margins. The outlook
assumes Certara maintains its market position and does not face
intensifying competition in the next 12 months. Our outlook also
reflects the expectation of continued financial-sponsor control
over the next 12 months."
"We could consider a lower rating if we expect adjusted debt to
EBITDA of above 5x. This could occur if Certara makes a debt-funded
acquisition larger than $350 million-$400 million in the next 12
months. Alternatively, we could consider a lower rating if EBITDA
margins contract 600 basis point from competitive pressures or a
loss of multiple large customers."
"We could consider a higher rating in the next 12 months if we gain
confidence that adjusted debt to EBITDA will decrease and remain
well below 4x and Certara improves its scale and diversification.
In this scenario, we would need to be confident that financial
sponsors would relinquish control in the next three to five years.
This would also require a public commitment maintaining adjusted
debt to EBITDA of below 4x."
CIRQUE DU SOLEIL: S&P Assigns 'CCC+' ICR, Outlook Negative
----------------------------------------------------------
S&P Global Ratings assigned its 'CCC+' issuer credit rating to
theatrical and live entertainment company Spectacle Bidco Holdings
Inc. (Cirque du Soleil) and to Cirque Du Soleil Holdings USA Newco,
Inc.
The rating agency is also assigning its 'B' issue-level and '1'
recovery ratings to the $316 million of first-lien debt and its
'CCC' issue-level and '5' recovery ratings to the $300 million of
second-lien debt.
S&P said, "The negative outlook reflects our belief that Cirque's
very high leverage over the next few years may be unsustainable and
that it will take years to potentially ramp operations back to a
point where the company is generating cash flow that are sufficient
to sustain the capital structure."
"The 'CCC+' issuer credit rating reflects our expectation that
Cirque may not generate cash flow sufficient to sustain its capital
structure over the next two years and that leverage is likely to be
very high through at least 2022. Restrictions on public gatherings
and live events, as well as consumer apprehensions about
congregating in large groups, still hinder Cirque's ability to
resume its live events business. We believe that a recovery in live
events will rely on a vaccine for COVID-19 that would lessen
consumer apprehensions about crowded public spaces. We expect the
vaccines to be widely available around mid-2021. Following the
widespread availability of vaccines, we expect that Cirque's
revenue, EBITDA, and cash flow could begin to improve, but it could
take years to ramp back toward pre-pandemic levels."
All of Cirque's residency and touring shows remain suspended, and
Cirque has reduced its labor and other corporate costs such that it
has minimized its monthly operating cash burn to just under $5
million. In addition, the company's recapitalization and emergence
from bankruptcy protection in November 2020 put in place a capital
structure that offers some flexibility. The first-lien credit
facility is moderately priced under current suspended operating
conditions, and interest expense will be paid in cash. The
second-lien credit facility interest expense terms have a
significant pay-in-kind feature, and the company will pay only a
modest amount of interest expense. Despite significant cost
reduction actions and debt service flexibility under the new credit
facilities, Cirque plans to restart its shows in a phased manner
over the next year and a half under assumed public health
regulations that will limit venue capacity. The company will also
be required to restart its labor and other costs that it has
reduced while shows have been suspended. Even though Cirque
benefits from its partnership contract with MGM Resorts
International because MGM covers operating costs for a significant
number of residency shows in Las Vegas, thereby reducing cash flow
use at Cirque, S&P believes it may take Cirque two years to ramp up
cash flow sufficiently to cover its operating costs and other fixed
charges.
S&P said, "We believe Cirque has adequate liquidity over the next
12 months. We believe Cirque has about $150 million in unrestricted
cash on hand. The credit facility permits the issuance of a $55
million revolving credit facility senior to the first-lien debt. If
Cirque attracts lenders for the uncommitted super-priority
revolving credit facility, it would gain incremental liquidity that
it could use in case the phased restart of shows is delayed or
shows do not ramp up as planned. The super priority revolver, once
committed, would also reduce recovery prospects for existing first-
and second-lien lenders but not enough to warrant lower debt
ratings on both facilities."
"Under Cirque's assumed phased reopening plan, we estimate that the
company could burn $100 million-$120 million in 2021 as it attempts
to restart its shows in April 2021. Cirque intends to reopen its
resident shows in a staggered manner from April through September
2021, its touring shows from September 2021 through January 2022,
its Blue Man Group and The Works shows in September 2021, and its
VStar shows in October 2021. Cirque estimates ticket sales at 50%
of seats available until September 2021 with a slow ramp-up
thereafter. We expect that Cirque may be able to break even at the
show level at 50% capacity, but it will likely not break even from
a cash flow perspective at the corporate level until at least
2022."
Cirque has some revenue concentration, which exposes the company to
event risks, slow recovery in Las Vegas, and shifts in consumer
preferences. Prior to the pandemic, the company generated about 38%
of total box office sales in Las Vegas. The concentration in Las
Vegas and certain shows exposes the company to event risks,
including public safety incidents.
S&P said, "Additionally, Las Vegas relies heavily on air travel,
conventions, and group meetings--categories that we believe will be
slow to return and may experience permanent disruption. We believe
cancellations of conventions and group meetings will be
concentrated in the first half of 2021; bookings for the second
half of 2021 and beyond remain intact for now." However, factors
including potential lingering restrictions on the size of
gatherings, lower corporate travel budgets, and corporate travel
restrictions could impair the Las Vegas based shows, for an
extended period. If a successful vaccine is widely disseminated by
mid-2021, travel to Las Vegas will likely increase, supporting
recovery beginning in the second half of 2021. However, the market
will remain under significant pressure until then. This is because
group and business travel will likely lag leisure, especially as
companies are setting their 2021 budgets now. Cirque's failure to
anticipate or appropriately respond to changes in consumer
preferences could hurt its profitability."
Once live events begin to recover, Cirque could benefit from its
solid brand recognition. Cirque's brand recognition has
historically enabled it to form strategic partnerships with venue
providers that help cover the costs of developing new shows. The
contracts for resident shows are long-term, typically five to 10
years, which provides some cash flow predictability. Its primary
partnership is with MGM in the Las Vegas market, which accounted
for a large portion of revenue prior to the pandemic. This
partnership guarantees Cirque's operating costs, an additional
premium, and royalties from box office sales. Competitive pressures
from other entertainment and leisure providers partially offset
these positive factors. Additionally, S&P believes there is
moderate counterparty concentration with MGM, which owns the venues
for five of Cirque's resident shows.
S&P said, "The negative outlook reflects our belief that Cirque's
very high leverage over the next few years may be unsustainable and
that it will take years to potentially ramp operations back to a
point where it is generating cash flow that is sufficient to
sustain its capital structure. In addition, Cirque cannot resume
its shows and begin generating revenue until there is widespread
availability of a successful vaccine for COVID-19. A slower
recovery in Cirque's shows than we assume in our base case could
weaken the company's liquidity position."
"We could lower our rating on Cirque if its shows reopen and ramp
up more slowly than we expect in our base case. We could also lower
our rating if Cirque's liquidity position worsens or if we believe
that it would likely default or enter into a debt restructuring in
the next 12 months."
"We could revise our outlook to stable or raise our rating on
Cirque if we gain confidence that the company can ramp up and
sustain revenue, EBITDA, and cash flow such that it can comfortably
cover fixed charges and sustain its capital structure over the long
term."
CLEAN ENERGY: Sells $83,500 Promissory Note to Power Up
-------------------------------------------------------
Clean Energy Technologies, Inc. closed a securities purchase
agreement with Power Up Lending Group Ltd. for the purchase of a
convertible promissory note in the aggregate principal amount of
$83,500 carrying an interest rate of 11% and due on Dec. 18, 2021.
The purchase price on the Power Up Note was $83,500 with the
Company paying for expenses of $3,500.
The Power Up Note may be converted at any time after 180 days from
the issue date into shares of Company's Common Stock at a price
equal to 65% of the lowest two-day average closing bid price of the
Company's Common Stock during the 15 consecutive Trading Days prior
to the date on which Holder elects to convert all or part of the
Power Up Note, subject to adjustment for certain penalties. The
Power Up Note may be converted to up to a maximum of 4.99% of the
issued and outstanding Common Stock of the Company and permits the
Company to pre-pay its obligations at a premium prior to maturity.
The Company is required to reserve six times the number of shares
of its Common Stock issuable on full conversion of the Power Up
Note (initially 34,719,334 shares).
About Clean Energy
Headquartered in Costa Mesa, California, Clean Energy Technologies,
Inc. -- http://www.cetyinc.com-- designs, produces and markets
clean energy products and integrated solutions focused on energy
efficiency and renewables.
Clean Energy reported a net loss of $2.56 million for the year
ended Dec. 31, 2019, compared to a net loss of $2.81 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $4.02 million in total assets, $9.90 million in total
liabilities, and a total stockholders' deficit of $5.88 million.
Fruci & Associates II, PLLC, the Company's auditor since 2015,
issued a "going concern" qualification in its report dated May 27,
2020, citing that the Company has a significant accumulated
deficit, net losses, and negative working capital and has utilized
significant net cash in operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
COGECO COMMUNICATIONS: DBRS Confirms BB (high) Issuer Rating
------------------------------------------------------------
DBRS Limited confirmed Cogeco Communications Inc.'s Issuer Rating
at BB (high) and its Senior Secured Notes & Debentures rating at
BBB (low) with a recovery rating of RR1. All trends are Stable. The
rating confirmations are supported by Cogeco's stable operating
results, despite a challenging year. The ratings consider the
Company's established footprint in existing markets, ability to
offer a competitive wireline service, and the U.S. broadband
segment's (Atlantic Broadband or ABB) growth potential. The ratings
also reflect intensifying competition, risks associated with
technological and potential regulatory changes, and the lack of a
wireless offering.
Cogeco's F2020 consolidated revenue was slightly lower than
anticipated, but profit was in line with DBRS Morningstar's
forecast based on continued growth in ABB and better-than-expected
operating performance in the Canadian broadband segment (Cogeco
Connexion), despite the challenging operating environment. F2020
revenue was $2.38 billion (+2.2% year over year (YOY) or +1.5% YOY
on a constant-currency basis), driven by mid-single-digit growth at
ABB. In F2020, ABB represented 46% of consolidated revenue compared
with 39% in F2018 (two-year compound annual growth rate of +14%) as
ABB continues to post above-industry growth amid a fragmented
competitive landscape. Adjusted EBITDA was $1.15 billion (+3.7% YOY
or +3.0% YOY on a constant-currency basis) as both Cogeco Connexion
and ABB delivered positive annual growth on a reported and
constant-currency basis. Organic top-line growth primarily drove
ABB EBITDA growth as the Company leverages its 1Gig service, which
is available to approximately 90% of its footprint, and lower
operating expenses at Cogeco Connexion primarily because of lower
advertising and marketing costs. The F2020 EBITDA margin was 48.2%
compared with 47.5% in F2019, reflecting an impressive 54.4% at
Cogeco Connexion (+118 basis points (bps) YOY) and 45.2% at ABB
(+33 bps YOY).
Cogeco's financial profile remained supportive of the current
ratings. DBRS Morningstar operating cash flow (OCF) increased to
$973 million in F2020 compared with $894 million in F2019. F2020
OCF was sufficient to fund Cogeco's capital expenditure (capex)
program ($484 million) and cash dividend payments ($112 million).
Free cash flow (after dividends, but before changes in working
capital) was $377 million in F2020 compared with $356 million in
F2019, despite higher capex and dividend payments. F2020 gross
debt-to-EBITDA was 2.72 times (x) compared with DBRS Morningstar's
initial estimate of approximately 3.0x, reflecting both a decline
in lease-adjusted gross debt and an increase in EBITDA. In terms of
liquidity, Cogeco ended F2020 with approximately $366 million in
cash and equivalents, $750 million available on its fully undrawn
Canadian credit facility that matures in January 2025, and USD 150
million available on its fully undrawn ABB credit facility that
matures in July 2024. DBRS Morningstar notes that the Company has
no maturities until February 2022 ($200 million of senior secured
debentures).
DBRS Morningstar believes that continued market share gains and
pricing power in ABB and modest EBITDA growth in Cogeco Connexion,
despite the expectation of net subscriber losses, should continue
to drive an increase in Cogeco's earnings in the low- to
mid-single-digit range. DBRS Morningstar expects F2021 revenue to
increase in the low- to mid-single-digit range, reflecting
acquisition activity in the U.S. and Canada (including DERYTelecom,
which closed on December 14, 2020); the rollout of Internet
Protocol TV in the Canadian footprint; execution on high-growth
opportunities in Florida; and the expansion of 1Gig service across
the Company's entire footprint. DBRS Morningstar expects the F2021
EBITDA margin to compress modestly YOY, primarily because of an
increase in advertising and marketing activities and on-premise
activities. As a result, DBRS Morningstar expects F2021 EBITDA to
increase in the low-single-digit range YOY.
DBRS Morningstar expects Cogeco's financial profile to remain
supportive of the current ratings as the Company has successfully
deleveraged following the MetroCast acquisition through a
combination of operating performance and the allocation of
divestiture proceeds from Cogeco Peer 1 toward debt reduction. With
gross leverage expected to move toward 3.0x over the near to medium
term (including the DERYtelecom acquisition), DBRS Morningstar
expects Cogeco to balance its capital allocation toward dividends,
share repurchases, and future acquisition activity and/or
investments that should position the Company to deliver long-term
earnings growth.
Looking ahead, if operating metrics deteriorate materially and/or
leverage moves structurally higher toward 3.5x to 4.0x, DBRS
Morningstar may take a negative rating action on Cogeco's Issuer
Rating. Conversely, if operating performance consistently outpaces
expectations with a material expansion of the Company's service
offering while maintaining its current leverage, DBRS Morningstar
may take a positive rating action on Cogeco's Issuer Rating.
Notes: All figures are in Canadian dollars unless otherwise noted.
COHU INC: Moody's Affirms B2 CFR & Alters Outlook to Stable
-----------------------------------------------------------
Moody's Investors Service affirmed Cohu, Inc.'s ratings, including
the Corporate Family Rating of B2, Probability of Default Rating of
B2-PD, and the senior secured term loan of B2. The Speculative
Grade Liquidity rating is unchanged at SGL-2. The rating outlook
was changed to stable from negative.
RATINGS RATIONALE
The affirmation of the ratings and the stabilization of the outlook
reflects the improving end market demand. Moody's expects this will
drive strong revenue, EBITDA, and free cash flow growth, such that
credit metrics will improve to levels appropriate for the B2 CFR.
Affirmations:
Issuer: Cohu, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: Cohu, Inc.
Outlook, Changed To Stable From Negative
The B2 CFR reflects Cohu's financial leverage of about 9.2x debt to
EBITDA (latest twelve months ended September 26, 2020). This level
of financial leverage is very high given the company's highly
cyclical end markets, notably the automotive and industrial end
markets, and the high leverage limits financial flexibility to
respond to market developments. The high financial leverage
reflects depressed revenues and EBITDA as end market demand
remained weak through the third quarter of 2020 due to the global
economic recession.
Still, Moody's expects free cash flow generation will improve over
the near term, driven by strength in mobility due to 5G smartphone
ramps and supported by a recovery in the automotive and industrial
end markets. Given the improving end market demand, Moody's expects
that revenues and EBITDA will grow rapidly over the near term,
driving debt to EBITDA toward 5x and FCF to debt toward the upper
single digits percent level. Cohu also benefits from a base of
recurring revenues, accounting for over half of Cohu's revenue base
and limited capital spending requirements, which lowers cash
consumption during periods of depressed demand.
Given the volatility of revenues and FCF, Moody's expects that
Cohu's financial policy will remain conservative. Moody's expects
that Cohu will refrain from resuming the cash dividend payments or
material share repurchases over the next two years, instead using
cash flow to reduce debt, until FCF to debt is sustained at the
upper single digits percent level.
The credit profile is impacted by governance considerations. In
May, Cohu suspended its quarterly cash dividend, saving about $10
million annually, and has stated that deleveraging continues to be
a capital allocation priority. Moody's expects that Cohu will
continue to follow this more conservative financial policy.
The stable outlook reflects Moody's expectation of a robust
recovery in end market demand for the remainder of 2020 and through
2021, lifting revenues toward $700 million from $576 million for
the latest twelve months ended September 26, 2020. With this
increasing base of revenues, Moody's expects that EBITDA will
improve rapidly, supporting deleveraging, with debt to EBITDA
improving toward 5x and FCF to debt towards the upper single digits
percent level.
The SGL-2 Speculative Grade Liquidity Rating reflects Cohu's good
liquidity profile. Although Cohu does not have a multi-year
revolving credit facility, Moody's expects that Cohu will maintain
at least $100 million of cash on the balance sheet ($171 million as
of September 26, 2020). Moody's anticipates that Cohu will generate
at least $25 million of FCF over the next year. On May 5, 2020,
Cohu suspended its cash dividend, conserving cash of about $10
million annually and Moody's expects that Cohu will limit share
repurchases over the next year. The Term Loan is not governed by
financial maintenance covenants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if:
revenues exceed $800 million and FCF to debt is sustained over
10%.
The rating could be downgraded if:
organic revenue growth is less than the upper single digits
percent level or FCF to debt does not exceed the low single digits
percent level.
Cohu reinstates the cash dividend prior to meaningful debt
reduction.
The B2 rating of the Term Loan reflects the collateral, which
includes a first priority lien on all assets, and benefits from
loss absorption of unsecured liabilities. The Term Loan benefits
from upstream guarantees of wholly-owned material domestic
subsidiaries. As the Term Loan represents a single class of debt,
the instrument rating is consistent with the B2 CFR.
Cohu, Inc., based in Poway, California, makes test automation
equipment used in the final stages of production of semiconductor
devices and printed circuit boards. Products include handlers,
micro-electro mechanical system test modules, test contactors and
thermal subsystems.
The principal methodology used in these ratings was Semiconductor
Methodology published in December 2020.
COMMUNITY HEALTH SYSTEMS: S&P Hikes ICR to 'CCC+'; Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Community
Health Systems Inc. to 'CCC+' from 'SD' (selective default) and
raised its rating on the company's unsecured debt due 2028 to
'CCC-' from 'D'.
S&P's issue-level rating on the company's first-lien senior secured
debt remains 'B-'. The recovery rating remains '2', reflecting the
rating agency's expectation of substantial (70%-90%) (rounded
estimate: 70%) recovery.
The rating agency's issue-level rating on the company's junior
priority notes and unsecured debt remains 'CCC-'. The recovery
rating remains a '6', reflecting S&P's expectation of negligible
(0%-10%) (rounded estimate: 0%) recovery.
S&P said, "The stable outlook reflects our view that the company
has reduced its debt, and improved its operations and cash flow
such that its debt is now more manageable; however, we believe
risks to the long-term sustainability of the capital structure
remain, especially given ongoing uncertainty stemming from the
coronavirus pandemic."
The company's recent financial transactions have improved its
maturity profile and lowered interest costs.
After a series of debt tender offers and recent debt-refinancing
activity, Community Health has improved its debt maturity profile
and lowered its interest costs. S&P believes its capital structure
is becoming more manageable, and it now sees somewhat lower risk of
additional distressed exchange activity. The next maturity (senior
secured notes due December 2022) is relatively small, and its debt
due in 2023 is now reduced from about $4.6 billion to $1.77 billion
(junior secured notes due in March 2023).
Operating performance has improved.
S&P said, "Notwithstanding the adverse impact on the company from
the pandemic, we expect it to emerge as a stronger company than it
was pre-pandemic. Asset sales and operating initiatives to improve
patient volume and better manage expenses provide a more favorable
expectation for post-pandemic operating performance. We expect that
once the company fully recovers from the pandemic, which we assume
will be sometime in the second half of 2021, it will generate
margins in excess of 13%. During the pandemic, significant grant
monies from the Coronavirus Aid, Relief, and Economic Security
(CARES) Act have supported the company. Additionally, Community
boosted liquidity with Medicare advanced payments through the
Medicare Accelerated and Advance Payment Program. However, we
estimate that the company will begin repaying these advances (about
$1.1 billion, which are currently held on the balance sheet as
cash)starting in 2021."
Recent debt reduction has improved cash flow generation.
Community has reduced debt through exchange transactions below par
as well as through debt repayment. The debt reduction coupled with
the refinancing of its first-lien secured debt due in 2023, and
lower capital spending, provides a substantial boost to cash flow.
S&P estimates these measures improve annual cash flow by about $150
million.
S&P said, "We expect that upon full recovery from the pandemic,
cash flow from operations will improve further. We believe these
developments improve the chances the company will sustainably
generate positive free cash flow, placing it in a better position
to manage its debt burden and improve the chance that it will be
able to refinance its junior priority and unsecured debt through
market rate (as opposed to below par) transactions."
"The stable outlook reflects our view that the company's operations
have improved and its recent financial transactions including
exchange offers and refinancing have lessened the risk of
additional distressed exchanges and a payment default; however, we
believe risks to the long-term sustainability of the capital
structure remain, especially given ongoing uncertainty about the
coronavirus pandemic."
"We could lower the rating if the company underperforms our base
case within the next 12 months, resulting in cash flow deficits.
Under this scenario, we would view the risk of additional
distressed transactions within the next year as elevated."
"We could raise the rating if the company performs near our base
case for the next 12 months and generates sustainable positive free
cash flow, lessening the possibility for further distressed
transactions."
COMMUNITY HEALTH: Shanda Asset Reports 12.2% Equity Stake
---------------------------------------------------------
In a Schedule 13D/A filed with the Securities and Exchange
Commission, Shanda Asset Management Holdings Limited disclosed that
as of Dec. 14, 2020, it held 14,541,842 shares of common stock,
representing approximately 12.2% of the outstanding shares of
Common Stock, of Community Health Systems, Inc. The foregoing
percentage was calculated based on 119,620,952 shares of Common
Stock outstanding as of Oct. 22, 2020 as reported in the Issuer's
Quarterly Report on Form 10-Q filed on Oct. 28, 2020.
Tianqiao Chen, through his ownership of Shanda Media Limited, may
be deemed to share voting and dispositive power over the Shares
beneficially owned by Shanda Media Limited. Shanda Media Limited,
through its ownership of Shanda Global Investment Limited, may be
deemed to share voting and dispositive power over the Shares
beneficially owned by Shanda Global Investment Limited. Shanda
Global Investment Limited, through its ownership of Shanda
Technology Overseas Capital Company Limited, may be deemed to share
voting and dispositive power over the Shares beneficially owned by
Shanda Technology Overseas Capital Company Limited. Shanda
Technology Overseas Capital Company Limited, through its ownership
of Shanda Group USA Limited may be deemed to share voting and
dispositive power over the Shares beneficially owned by Shanda
Group USA Limited. Shanda Group USA Limited, through its ownership
of Shanda Asset Management Holdings Limited, may be deemed to share
voting and dispositive power over the Shares directly held by
Shanda Asset Management Holdings Limited.
The aggregate purchase price for the shares of Common Stock
beneficially owned by the Reporting Persons was approximately
$107,530,585, inclusive of (i) commissions paid and (ii) with
respect to Shares beneficially owned through options that have been
exercised, the exercise price of such options, plus the premiums
paid for call options (to the extent such options were call
options). Such purchase price was funded through internally
generated funds of the Reporting Persons.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1108109/000090266420004252/p20-2157sc13da.htm
About Community Health Systems Inc.
Community Health Systems, Inc. -- http://www.chs.net-- is a
publicly traded hospital company and an operator of general acute
care hospitals in communities across the country. The Company,
through its subsidiaries, owns, leases or operates 99 affiliated
hospitals in 17 states with an aggregate of approximately 16,000
licensed beds. The Company's headquarters are located in Franklin,
Tennessee, a suburb south of Nashville.
Community Health reported a net loss attributable to the Company's
stockholders of $675 million for the year ended Dec. 31, 2019,
following a net loss attributable to the Company's stockholders of
$788 million for the year ended Dec. 31, 2018. As of Sept. 30,
2020, the Company had $16.51 billion in total assets, $17.99
billion in total liabilities, $481 million in redeemable
noncontrolling interests in equity of consolidated subsidiaries,
and a total stockholders' deficit of $1.95 billion.
* * *
As reported by the TCR on Dec. 11, 2020, S&P Global Ratings lowered
the issuer credit rating on Community Health Systems to 'SD'
(selective default) from 'CC'. The downgrade follows Community's
exchange of $700 million of the $1.476 billion outstanding on its
senior unsecured notes due in 2028 for $400 million cash and 10
million in new common shares.
In November 2020, Fitch Ratings has affirmed the Long-Term Issuer
Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and
subsidiary CHS/Community Health Systems, Inc. at 'CCC'.
COSMOS HOLDINGS: To Swap Common Shares for $3 Million Debt
----------------------------------------------------------
Cosmos Holdings Inc. entered into a debt exchange agreement on Dec.
21, 2020, with an unaffiliated third-party lender.
The Agreement provides for the issuance by the Company of 781,819
shares of common stock, at the rate of $3.85 per share, in exchange
for an aggregate of $3,010,000 principal amount of existing loans
made by the Lender to the Company.
The market price at the time this Agreement was negotiated was
$3.85 per share, subject to certain "make whole" provisions.
Interest will continue to accrue on the principal amount of Debt
and will be paid in three equal monthly installments following the
closing of an anticipated public offering. The Company will issue
to the Lender, or his assignees, common stock purchase warrants
equal to 25% percent of the Exchange Shares issued to him,
including any make whole shares. The warrants will be exercisable
for three years, without a cashless exercise provision, at an
exercise price equal to the proposed public offering price.
Pursuant to this Agreement, Grigorios Siokas, the Company's chief
executive officer and principal shareholder, will be released from
all personal guarantees on the Debt.
About Cosmos Holdings
Cosmos Holdings Inc. is a multinational pharmaceutical wholesaler.
The Company imports, exports and distributes pharmaceutical
products of brand-name and generic pharmaceuticals,
over-the-counter (OTC) medicines, and a variety of dietary and
vitamin supplements. Currently, the Company distributes products
mainly in the EU countries via its two wholly owned subsidiaries
SkyPharm SA and Decahedron Ltd.
Cosmos Holdings reported a net loss of $3,298,965 for the year
ended Dec. 31, 2019, compared to a net loss of $9,060,658 on
$37,083,882 of revenue for the year ended in 2018. As of Sept. 30,
2020, the Company had $38.57 million in total assets, $43.34
million in total liabilities, and a total stockholders' deficit of
$4.77 million.
The audit report of Armanino LLP dated April 14, 2020, states that
the Company has suffered recurring losses from operations and has a
net capital deficiency that raise substantial doubt about its
ability to continue as a going concern.
CPI CARD: Moody's Affirms Caa1 CFR & Alters Outlook to Stable
-------------------------------------------------------------
Moody's Investors Service affirmed CPI Card Group Inc.'s Caa1
Corporate Family Rating and Caa1-PD Probability of Default Rating.
Additionally, Moody's affirmed the Caa1 rating on the senior
secured first lien term loan and B1 rating to the super senior term
loan of CPI CG INC. (a debt-issuing subsidiary of CPI and the
borrower under each term loan). Moody's Speculative Grade Liquidity
Rating remains SGL-3. The outlook was changed to stable from
negative.
The stable outlook reflects Moody's expectations that revenues and
earnings will continue to improve over the next 12 to 18 months and
result in a strengthening of credit metrics. Moody's also expects
improvement in operating performance driven by continued card
volume growth, while also benefiting from the conversion of
dual-interface cards which have higher average selling prices.
Affirmations:
Issuer: CPI Card Group Inc.
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Issuer: CPI CG INC.
Senior Secured Bank Credit Facility due May 2022, Affirmed B1
(LGD1)
Senior Secured Bank Credit Facility due August 2022, Affirmed Caa1
(LGD4)
Outlook Actions:
Issuer: CPI Card Group Inc.
Outlook, Changed To Stable From Negative
Issuer:CPI CG INC.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
CPI's Caa1 CFR reflects the company's refinancing risk as
maturities of the existing credit facilities will become current in
May and August of 2021. Additionally, the credit profile is
constrained by the company's pricing leverage from its larger
customers, as well as high product and customer concentration.
Although debt/EBITDA remains high at 7.2x (Moody's adjusted for the
LTM period September 30, 2020), Moody's expects earnings growth
leading to a decline in debt/EBITDA towards 6x over the next 12
months. The increase in EMV card volumes including the conversion
of dual-interface cards, supplemented with the company's solid
execution on cost initiatives, has improved the company's margin
profile significantly over the past 24 months. Moody's anticipates
continued margin expansion over the next year driven by low single
digit sales growth and operating leverage such that free cash flow
generation is expected to be positive.
The SGL-3 reflects Moody's expectation that CPI's liquidity will be
adequate over the next 12 to 18 months supported by expectation of
moderately positive free cash flow and available cash. While cash
on hand for the latest September 30, 2020 period was $50 million,
the company currently has no other sources of external liquidity
available. The super senior term loan contains a financial
covenant, whereby CPI is required to maintain adjusted EBITDA of
$25 million.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if CPI were to address its upcoming
maturities on commercially viable terms and is expected to generate
steady revenue growth of at least mid-single digits percent with
EBITDA margins in the mid-teens percent such that debt-to-EBITDA
will approach 6x. A rating upgrade would also require continued
positive free cash flow and sustained good liquidity.
The ratings could be downgraded if the company does not make
progress in addressing its 2022 debt maturities. Ratings could also
be downgraded if the company experiences material market share
loss, liquidity weakens, or leverage is not on track to decline to
below 7x over the next 12-18 months.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CPI Card Group Inc. is a provider in payment card production and
related services, offering a single source for credit, debit and
prepaid debit cards including EMV chip, personalization, instant
issuance, fulfillment and digital solutions. The company generated
revenues of approximately $301 million in the LTM period ended
September 30, 2020.
DIAMOND 3H: Seeks to Hire Joyce Lindauer as Bankruptcy Counsel
--------------------------------------------------------------
Diamond 3H Enterprises LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Joyce W.
Lindauer Attorney, PLLC to handle its Chapter 11 case.
The firm will be paid at these hourly rates:
Joyce W. Lindauer $395
Kerry S. Alleyne $250
Guy H. Holman $205
Dian Gwinnup $125
Paralegals $65 - $125
Legal Assistants $65 - $125
The firm will also be reimbursed for out-of-pocket expenses.
Joyce Lindauer, Esq., disclosed in court filings that her firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Joyce W. Lindauer
Kerry S. Alleyne
Guy H. Holman
Joyce W. Lindauer Attorney, PLLC
12720 Hillcrest Road, Suite 625
Dallas, TX 75230
Tel: (972) 503-4033
Fax: (972) 503-4034
Email: joyce@joycelindauer.com
About Diamond 3H Enterprises
Diamond 3H Enterprises LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
20-32823) on Nov. 9, 2020. Diamond 3H President Rena Huddleston
signed the petition.
At the time of the filing, the Debtor had estimated assets of $1
million to $10 million and liabilities of $500,000 to $1 million.
Judge Harlin Dewayne Hale oversees the case. Joyce W. Lindauer
Attorney, PLLC serves as the Debtor's legal counsel.
DIOCESE OF CAMDEN: U.S. Trustee Appoints Creditors' Committee
-------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 appointed a committee to
represent unsecured trade creditors in the Chapter 11 case of The
Diocese of Camden, New Jersey.
The committee members are:
(1) Porter & Curtis, LLC
225 State Road
Media, PA 19063
Tel: (610) 891-9854
Attn: William P. Curtis, Jr.
(2) Seton Hall University
400 South Orange Avenue
South Orange, NJ 07079
Tel: (973) 761-7405
Attn: Robert McLaughlin
(3) St. Mary's Villa
210 St. Mary's Drive
Cherry Hill, NJ 08003
Tel: (856) 874-5338
Attn: Maureen Kogelman
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 The Diocese of Camden, NJ
The Diocese of Camden, New Jersey is a nonprofit religious
corporation organized pursuant to Title 16 of the Revised Statutes
of New Jersey. The Diocese is the secular legal embodiment of the
Roman Catholic Diocese of Camden, a juridic person recognized under
Canon Law.
The Diocese of Camden sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020.
The petition was signed by Reverend Robert E. Hughes, vicar General
and vice president. At the time of the filing, the Debtor had
total assets of $53,575,365 and liabilities of $25,727,209. Judge
Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland &
Baumann, LLC, is the Debtor's legal counsel.
DON BETOS: U.S. Trustee Unable to Appoint Committee
---------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Don Betos Tacos-Raleigh, Inc.
About Don Betos Tacos-Raleigh
Don Betos Tacos-Raleigh Inc. sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
20-03662) on Nov. 17, 2020, listing under $1 million in both assets
and liabilities. Judge Stephani W. Humrickhouse oversees the case.
William P. Janvier, Esq., at Janvier Law Firm, PLLC, represents
the Debtor.
DURA-TRAC FLOORING: Seeks to Hire Mark Cerasi as Manager
--------------------------------------------------------
Dura-Trac Flooring Ltd. Co. seeks authority from the U.S.
Bankruptcy Court for the Northern District of West Virginia to
employ Mark Cerasi, as manager to the Debtor.
Mark Cerasi will attend to the day to day business of the Debtor
during the bankruptcy proceedings.
Mark Cerasi will be paid $4,615 bi-weekly, or $120,000 per annum.
To the best of the Debtor's knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtor and
its estates.
About Dura-Trac Flooring
Dura-Trac Flooring Ltd is a privately held company in the carpet
and flooring business.
Dura-Trac Flooring Ltd. Co., based in Kearneysville, WV, filed a
Chapter 11 petition (Bankr. N.D. W.Va. Case No. 20-00838) on Nov.
16, 2020. In the petition signed by Mark Cerasi, managing member,
the Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. PIERSON LEGAL SERVICES serves as
bankruptcy counsel to the Debtor.
EAS GRACELAND: Gets Court OK to Hire Valuation Expert
-----------------------------------------------------
EAS Graceland, LLC received approval from the U.S. Bankruptcy Court
for the Western District of Tennessee to employ Benjamin Levin, a
valuation expert at HVS Nashville TS Worldwide LLC.
The Debtor needs a valuation expert to:
(a) provide expert testimony related to issues that may arise
in connection with the Debtor's Chapter 11 case; and
(b) conduct an appraisal of the Debtor's real property.
Mr. Levin will receive a fee in the sum of $4,000 and an additional
$300 for expert testimony. He will also receive reimbursement for
travel and out-of-pocket expenses.
According to a court filing, Mr. Levin is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
Mr. Levin can be reached at:
Benjamin A. Levin
HVS Nashville TS Worldwide LLC
dba HVS Consulting & Valuation
1555 W. Harpeth Road
Franklin, TN 37064
Phone: +1 (404) 276-5862
Email: blevin@hvs.com
About Eas Graceland
EAS Graceland, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20-24484) on Sept. 15,
2020. At the time of the filing, the Debtor had estimated assets
of less than $50,000 and liabilities of between $1 million and $10
million. Judge David S. Kennedy oversees the case. Glankler Brown
PLLC serves as Debtor's legal counsel.
EBIX INCORPORATED: Egan-Jones Lowers Sr. Unsecured Ratings to BB
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 14, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Ebix Incorporated to BB from BB+.
Headquartered in Atlanta, Georgia, Ebix, Incorporated supplies
software and electronic commerce solutions to the insurance
industry.
ECI MACOLA: Moody's Assigns B3 CFR Following Leonard Green Deal
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating and
B3-PD Probability of Default Rating to ECI Macola/Max Holding, LLC
(Leonard Green Partners) post the acquisition of a controlling
share by private equity firm Leonard Green Partners, LLC. Moody's
also affirmed the B2 ratings on the existing first lien debt
facilities and the Caa2 ratings on the existing second lien notes.
LGP is acquiring ECi from private equity firm Apax Partners, the
former majority shareholder, who will retain a minority stake, and
The Carlyle Group. The existing debt is portable to the new owners
and will remain in place post-closing. The CFR and PDR for the
company under Apax ownership will be withdrawn at closing. The
outlook is stable.
RATINGS RATIONALE
ECi's B3 CFR reflects its high leverage, small business scale
relative to competitors, the company's exposure to cyclical end
markets and small customer business risk. ECi's pro forma leverage
is approximately 8.9x excluding certain one-time costs (or 7.9x
including planned synergies) based on June 30, 2020 trailing
EBITDA.
ECi's acquisition appetite and aggressive financial policies under
private equity ownership also weigh on the ratings. Moody's expects
the company to maintain debt-funded acquisition-based growth
strategy, which will likely sustain the high leverage and limit
free cash flow generation.
The rating is supported by ECi's strong operating track record and
successful integration of prior acquisitions. ECi benefits from its
differentiated product positioning for its ERP software deployments
in the manufacturing, distribution, building & construction and
field services end markets. Configurable functionalities tailored
to each verticals' requirements make ECi's offerings more cost
effective for the end customers, creating a sticky relationship
that results in barriers to entry for competitors and high
retention rates for the company of over 90%. This combined with a
high portion of recurring revenue provides a degree of resilience
to the economic downturn and predictability of revenue and cash
flow.
Although the pandemic and the economic recession modestly impacted
ECi's 2020 performance Moody's expects organic revenue growth in
the low to mid-single digits in the next 12 to 18 months. As a
result, the company could reduce its leverage toward 7.5x
debt/EBITDA during this period in the absence of additional debt
funded acquisitions.
The stable outlook reflects Moody's expectation for deleveraging
toward 7.5x and the maintenance of adequate liquidity supported by
estimated cash balance of $16 million at the close of the
transaction, an undrawn $70 million revolver and positive free cash
flow in the next 12 months. It also reflects Moody's expectation
that the company will limit M&A transactions prior to reducing its
leverage well below 8x.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although unlikely in the near term, Moody's could upgrade ECi's
ratings if leverage is expected to sustain below 6.5x and free cash
flow to debt is in the mid-to-high single digits.
Moody's could downgrade ECi's ratings if revenue declines for an
extended period of time and free cash flow falls to near breakeven
level. The ratings could also be downgraded if operating challenges
or more aggressive financial policies leads to leverage sustained
above 8x or liquidity weakens.
Assignments:
Issuer: ECI Macola/Max Hld, LLC (Leonard Green Partners)
Corporate Family Rating, Assigned B3
Probability of Default Rating, Assigned B3-PD
Affirmations:
Issuer: ECI Macola/Max Holding, LLC (Apax Partners)
Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3)
Senior Secured Revolving Credit Facility, Affirmed B2 (LGD3)
Senior Secured 2nd Lien Regular Bond/Debenture, Affirmed Caa2
(LGD5)
Outlook Actions:
Issuer: ECI Macola/Max Hld, LLC (Leonard Green Partners)
Outlook, Assigned Stable
Issuer: ECI Macola/Max Holding, LLC(Apax Partners)
Outlook, Remains Stable
The principal methodology used in these ratings was Software
Industry published in August 2018.
ECi is a provider of vertical-focused ERP systems and related
products primarily to small and medium-sized enterprises. Pro forma
for recent acquisitions, run rate revenue as of June 30, 2020 was
approximately $340 million. ECi is being acquired by private equity
firm, Leonard Green Partners, LLC.
ELWOOD ENERGY: S&P Affirms 'BB+' Senior Secured Debt Rating
-----------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' rating on Elwood Energy LLC's
(Elwood) senior secured debt based on continued strong cash flow
generation and liquidity. The recovery rating of '1' is unchanged.
The stable outlook reflects S&P's expectation that Elwood will
operate in line with its forecast and generate debt service
coverage ratios (DSCRs) of 1.75x-2.0x over the next few years.
Elwood is a 1,350-megawatt (MW) peaking plant about 50 miles
southwest of Chicago. The project is fully merchant and has nine
simple-cycle 7FA combustion turbines sourced from General Electric
Co. Each turbine earns revenue by selling production capacity and
electricity into PJM Interconnection LLC's (PJM) ComEd power
market.
As a peaking plant, Elwood derives most of its revenues from
capacity payments with only four years of capacity prices left
uncleared before the debt fully amortizes in 2026.
The project's operating performance has been sound and benefits
from proven technology and high availability.
A service agreement with GE mitigates some significant maintenance
cost risk.
Although the project's revenues are primarily affected by capacity
prices, lower-than-forecast energy prices would put downward
pressure on energy revenues, negatively affecting performance.
The project has a six-month DSRA to support liquidity. The DSRA is
funded via a letter of credit (LC) from Sumitomo Mitsui Bank Corp.
(Sumitomo/A/Stable/A-1). The project makes payments Jan. 5 and July
5 each year. However, the bond's amortization is not uniform
between the two semiannual payments.
The DSRA for the six months ending Jan. 5, 2021, is $23.74 million.
During the period from Jan. 6-July 5, 2021, the project will reduce
the amount of the LC to $3.85 million from $23.74 million. Although
the dollar amount of liquidity falls during this period, S&P
believes it is still adequate because the DSRA's six-month required
amount continues to be funded.
The project will increase the amount of the LC again in July 2021
to $29.08 million, corresponding to the DSRA obligation for the
six-month requirement based on the Jan. 5, 2022, payment. The
project also maintains a $20 million credit facility in addition to
the cash flow available for debt service.
S&P said, "The stable outlook reflects our view that Elwood's
operations remain consistent and in the absence of any operational
difficulties, we forecast average coverage ratios will be
relatively high at 2.68x, and a minimum DSCR of 1.75x. In addition,
we view the fully amortizing debt profile as credit positive."
"We could lower the rating if capacity prices clear lower than we
forecast or if energy revenues do not meet our expectations. This
could occur if demand growth in ComEd slows or if there is an
influx of additional generating capacity. We could also lower the
rating if peak energy prices decline, or if the plant fails to
produce electricity when dispatched by PJM, incurring penalties.
More specifically, if any of the above events result in the minimum
DSCR falling and staying below 1.60x, a negative rating action
could follow."
"We could raise the rating if we believe that financial performance
results in S&P Global Ratings' forecast minimum DSCR exceeded
2.25x, coupled with there being visibility on cleared capacity
prices until the debt matures. Higher minimum DSCR could result
from PJM capacity prices clearing higher or energy generation
exceeding our forecast."
EVOKE PHARMA: Borrows Remaining $3M Under Eversana Credit Facility
------------------------------------------------------------------
Evoke Pharma, Inc. borrowed the remaining $3.0 million available to
the Company pursuant to its revolving credit facility of up to $5.0
million with Eversana Life Science Services, LLC. The Credit
Facility terminates on June 19, 2025, unless terminated earlier
pursuant to its terms. The Credit Facility is secured by all of
the Company's personal property other than its intellectual
property. Under the terms of the Credit Facility, the Company
cannot grant an interest in its intellectual property to any other
person. Each loan under the Credit Facility bears interest at an
annual rate equal to 10.0%, with such interest due at the end of
the loan term. In June 2020, the Company borrowed $2.0 million from
the Credit Facility.
The Company may prepay any amounts borrowed under the Credit
Facility at any time without penalty or premium. The maturity date
of all amounts, including interest, borrowed under the Credit
Facility will be 90 days after the expiration or earlier
termination of the Company's commercial services agreement with
Eversana for the commercialization of Gimoti. The Credit Facility
also includes events of default, the occurrence and continuation of
which provide Eversana with the right to exercise remedies against
the Company and the collateral securing the loans under the Credit
Facility, including the Company's cash. These events of default
include, among other things, the Company's failure to pay any
amounts due under the Credit Facility, an uncured material breach
of the representations, warranties and other obligations under the
Credit Facility, the occurrence of insolvency events and the
occurrence of a change in control.
About Evoke Pharma
Headquartered in Solana Beach, California, Evoke --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI disorders
and diseases. The Company is developing Gimoti, a nasal spray
formulation of metoclopramide, for the relief of symptoms
associated with acute and recurrent diabetic gastroparesis in adult
women.
Evoke Pharma recorded a net loss of $7.13 million for the year
ended Dec. 31, 2019, compared to a net loss of $7.57 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $6.75 million in total assets, $8.67 million in total
liabilities, and a total stockholders' deficit of $1.92 million.
BDO USA, LLP, in San Diego, California, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
March 12, 2020, citing that the Company has suffered recurring
losses from operations and has not generated revenues or positive
cash flows from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
EVOKE PHARMA: Signs New Agreement to Sell Common Shares
-------------------------------------------------------
Evoke Pharma, Inc., B. Riley Securities, Inc., and H.C. Wainwright
& Co., LLC entered into a new At Market Issuance Sales Agreement,
pursuant to which the Company may sell from time to time, at its
option, shares of its common stock through or to the Agents, as
sales agent or principal. Sales of common stock made pursuant to
the Sales Agreement, if any, will be made in "at the market
offerings" on The Nasdaq Capital Market pursuant to the
registration statement on Form S-3 filed by the Company with the
U.S. Securities and Exchange Commission on Dec. 22, 2020, once
declared effective by the SEC, and the prospectus filed as part of
such registration statement.
Each of the Agents will use its commercially reasonable efforts
consistent with its normal trading and sales practices to sell the
Company's common stock from time to time, based upon the Company's
instructions (including any price, time or size limits or other
customary parameters or conditions the Company may impose). Actual
sales will depend on a variety of factors to be determined by the
Company from time to time, including (among others) market
conditions, the trading price of the Company's common stock,
capital needs and determinations by the Company of the appropriate
sources of funding for the Company. The Company cannot provide any
assurances that it will issue any shares pursuant to the Sales
Agreement. The Company will pay a commission rate equal to up to
3% of the gross sales price per share sold. The Company has also
agreed to provide the Agents with customary indemnification and
contribution rights.
The Sales Agreement may be terminated by the Company or either
Agent with respect to itself at any time upon ten days' notice to
the other party, or by either Agent with respect to itself at any
time in certain circumstances, including the occurrence of an event
that would be reasonably likely to have a material adverse effect
on the Company’s assets, business, operations, earnings,
properties, condition (financial or otherwise), prospects,
stockholders' equity or results of operations.
Concurrent with the agreement to enter into the Sales Agreement, on
Dec. 22, 2020, the Company and B. Riley Securities mutually agreed
to terminate that certain At Market Issuance Sales Agreement, dated
April 15, 2016, effective upon the effectiveness of the
Registration Statement. The Company has sold an aggregate of
approximately $14.6 million of shares of common stock under the
Original Agreement through Dec. 22, 2020. No additional shares of
the Company's common stock will be offered or sold pursuant to the
Original Agreement upon the termination of such agreement.
About Evoke Pharma
Headquartered in Solana Beach, California, Evoke --
http://www.evokepharma.com-- is a specialty pharmaceutical company
focused primarily on the development of drugs to treat GI disorders
and diseases. The Company is developing Gimoti, a nasal spray
formulation of metoclopramide, for the relief of symptoms
associated with acute and recurrent diabetic gastroparesis in adult
women.
Evoke Pharma recorded a net loss of $7.13 million for the year
ended Dec. 31, 2019, compared to a net loss of $7.57 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $6.75 million in total assets, $8.67 million in total
liabilities, and a total stockholders' deficit of $1.92 million.
BDO USA, LLP, in San Diego, California, the Company's auditor since
2014, issued a "going concern" qualification in its report dated
March 12, 2020, citing that the Company has suffered recurring
losses from operations and has not generated revenues or positive
cash flows from operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern.
EXTERRAN ENERGY: S&P Downgrades ICR to 'B+'; Outlook Stable
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Exterran
Energy Solutions L.P. to 'B+' from 'BB-'.
The rating agency is lowering its rating on Exterran's senior
secured debt to 'BB' from 'BB+'. The recovery rating remains '1'
(rounded estimate: 95%), indicating S&P's expectation for very high
recovery for lenders in the event of a default.
S&P is also lowering Exterran's unsecured debt rating to 'B' from
'B+'. The recovery rating remains '5' (rounded estimate: 10%),
indicating the rating agency's expectation for modest recovery for
lenders in the event of default.
The outlook is stable, reflecting S&P's expectation that the
company will maintain adequate liquidity and debt to EBITDA of
between 3.5x and 4.0x and FFO to debt between 15% and 20% through
2022.
S&P said, "Exterran's leverage increased in 2020; we expect it will
stay elevated through 2022. Exterran's revenue declined in 2020 due
to adverse market conditions, offsetting cost reductions and
improved margins, resulting in forecast S&P Global Ratings-adjusted
year-end leverage of 4.0x, higher than our previous forecast of
2.9x. Forecast EBITDA fell to $147 million, down 13% from our
expectations earlier in the year. The decline in operating
performance was caused by several factors, including the long-term
trend of declining capital expenditures (capex) on the part of
Exterran's oil and gas production customers, the overall demand
destruction caused by COVID-19, and the volatility in oil and gas
prices following the Russia-Saudi Arabia oil price war.
Additionally, Exterran's customers faced much uncertainty over the
pace of expected economic recovery and commodity prices, resulting
in uncertain demand for Exterran's products and services and
pushing the company's expected cash flows into the future. In
addition to macroeconomic uncertainty, international travel
restrictions and delays caused by shipping complications caused
Exterran to delay revenue recognition for some projects."
"While we expect several of these 2020 headwinds to dissipate over
the next two years as macroeconomic conditions improve, we do not
forecast Exterran to fully recover to 2019 cash flow levels until
the end of 2022."
"Lower-than-expected operating cash flows materially increase
leverage. In addition to EBITDA, we also look to funds from
operations (FFO), free operating cash flow (FOCF), and
discretionary cash flow (DCF) to assess Exterran's credit risk."
All these measures fell considerably in 2020, driven by lower
top-line performance, working capital outflows, and a decline in
deferred revenue, offsetting reduced operating expenses and capex.
This weak cash flow performance necessitated a larger-than-expected
draw on the company's revolver, which increased about $95 million
over the first nine months of 2020 and which, more than the decline
in EBITDA, is responsible for the company's higher leverage. S&P
expects further working capital outflows in 2021 as Exterran
outlays cash related to the large Middle East project it was
awarded in the first quarter and do not expect cash flows to
recover to previously expected levels until 2022. This cash flow
weakness lengthens Exterran's deleveraging path and is a key factor
in the lower rating."
There's uncertainty whether the company can deleverage. Due in part
to the high capex and working capital requirements typical of the
sector, Exterran's reported debt has increased in each of the past
four years ($368 million in 2017 to $546 million forecast for
2020). Previously, this consistently increasing debt load was
supported by its growing EBITDA and cash flow base. However,
Exterran has not yet demonstrated it can deleverage. In part, this
is because in recent years the company hasn't needed to
deleverage--it carried minimal debt on its balance sheet, ending
2018 and 2019 with an adjusted debt to EBITDA of 2.0x and 2.3x,
respectively.
S&P said, "Compared to the 2019 baseline of $490 million, we expect
adjusted debt will increase roughly $165 million by the end of
2021, a 34% increase. It may be tempting for the company to return
to expansion if the recovery in EBITDA to prior baseline levels
occurs in 2022, as we currently forecast; however, to return to
pre-COVID leverage levels, the company will need to assign
significant resources to debt paydowns. It is unclear if it has the
ability to do so."
"Exterran's backlog remains strong, lending confidence to our
stable outlook. Despite our forecast for higher leverage through
2022, Exterran's contract operations and product sales backlog
(revenue to be recognized from unsatisfied performance obligations)
remains robust, which makes future cash flows somewhat uncertain
and supports our rating and stable outlook. Exterran's contract
operations backlog was $1.21 billion as of Sept. 30, 2020
(relatively unchanged from the backlog as of the start of the year)
and its product sales backlog grew from $171.5 million as on Dec.
31, 2019, to $496.7 million as of the end of the third quarter,
primarily due to the new Middle East project. We expect these cash
flows to be recognized over the next several years. That said, the
pace at which Exterran can realize cash flows from its backlog is
limited by the timing requirements of its counterparties. Because
the backlog represents future cash flows, an increase in backlog
orders does not help the company deleverage in the near-term."
The rating agency's stable outlook on Exterran reflects the
expectation that it will maintain adequate liquidity and debt to
EBITDA of between 3.5x and 4.0x through 2022.
S&P could consider lowering its rating on Exterran if the company's
debt to EBITDA rose above 4.5x for an extended period. This could
occur if:
-- The company's counterparties failed to renew their contract
operation; and
-- Aftermarket services contracts due to lower natural gas
prices.
S&P could consider raising its ratings on Exterran if:
-- S&P forecasts consistent debt to EBITDA below 3.5x.
-- The company improves its scale or strengthened its contract
profile. The company could improve its scale if natural gas prices
strengthened, leading to elevated demand for global natural gas
processing and compression services.
FIRST EAGLE: DBRS Confirms BB (high) Long-Term Issuer Rating
------------------------------------------------------------
DBRS, Inc. has confirmed the BB (high) Long-Term Issuer Rating and
Long-Term Senior Debt rating of First Eagle Alternative Capital
BDC, Inc. The trend on the ratings is Negative. The Company's
Intrinsic Assessment (IA) is BB (high) and its Support Assessment
is SA3.
KEY RATING CONSIDERATIONS
The rating confirmation considers FCRD's acceptable franchise in
lending to U.S. middle market companies and seasoned management
team. The Company's prudent management of leverage, modest
near-term refinancing requirements and funding profile that is more
balanced than most business development companies (BDCs) are also
considered in the ratings. FCRD has deliberately managed leverage
below its long-term target while completing the repositioning of
the investment portfolio. The lower leverage allows the Company a
significant leverage buffer as compared to its requirements, which
is helpful in the still uncertain environment. FCRD's earnings
generation has been challenged by the contraction in the investment
portfolio as the Company completes its repositioning, as well as
realized and unrealized losses in the investment portfolio. With
the repositioning nearly complete and the balance sheet modestly
levered, the Company has made several new and follow-on investments
since the onset of the pandemic, which should benefit earnings in
2021.
We are maintaining a Negative trend due to the challenging and
uncertain environment having the potential to further adversely
impact the performance of the investment portfolio. While we note
that the performance of FCRD's investment portfolio through the
coronavirus has been acceptable with just one investment company on
nonaccrual due to the impact of the pandemic on its business, we
see the headwinds for middle market borrowers in the current
environment as substantial. These concerns are somewhat mitigated
by support from private equity sponsorship, which may selectively
invest additional capital in their portfolio companies.
RATING DRIVERS
Given the Negative trend, a ratings upgrade is unlikely in the
near-term. The trend would revert to Stable if FCRD were to
demonstrate improving diversification in the investment portfolio
and good credit quality. Conversely, a sizeable loss that
materially reduces the Company's cushion to the bank facility
covenants for several quarters would lead to a ratings downgrade.
The ratings could also be lowered if FCRD were to report sustained
negative earnings generation or an elevated level of non-accrual
investments.
RATING RATIONALE
FCRD's franchise is acceptable benefiting from its relationship
with First Eagle Alternative Credit (FEAC or the Advisor),
including its position within the FEAC platform. This platform was
strengthened following the acquisition of the Advisor by First
Eagle Investment Management in January 2020. First Eagle had more
than $103 billion of assets under management (AuM) as of September
30, 2020, including about $20.6 billion of AuM in its credit
strategy platform. DBRS Morningstar continues to see the
acquisition as potentially a credit positive for FCRD over the
longer-term. We see First Eagle as providing FCRD with access to a
larger investment management platform with a long operating
history.
FCRD benefits from solid sourcing capabilities derived from the
Advisor's national direct origination platform that focuses on
lending to sponsored-backed middle market companies, reflecting the
Advisor's view that these portfolio companies have the scale,
access to capital and better resources to navigate an economic
downturn. The Advisor sources investment opportunities from the
more than 75 sponsors its management has worked with over their
careers. At September 30, 2020, the Adviser had over $20.6 billion
of AuM, across its BDC, private credit funds, separately managed
accounts, and CLOs. Importantly, FCRD has received co-investment
exemptive relief from the SEC so it may invest alongside other FEAC
private credit funds and separately managed accounts, allowing FEAC
greater flexibility to negotiate terms of co-investments. DBRS
Morningstar views this exemptive relief favorably, as it allows
FCRD to lead and close larger deals. As of September 30, 2020,
FCRD's investment portfolio totaled 47 investments with a fair
value of $343.4 million, with 83% of the investment portfolio
comprised of first lien senior secured, 10% second lien, 6% equity
investments, and 1% investment in funds.
FCRD's earnings generation has been challenged by the repositioning
initiative which has resulted in a reduction in the size of the
investment portfolio, as well as some realized and unrealized
losses on the investment portfolio. We see earnings as remaining
challenged heading into 2021, due to the modestly sized investment
portfolio and the uncertain economic environment. For 9M20, FCRD
reported a net decrease in net assets from operations (net loss) of
$36.8 million, driven by a large mark-to-market (MTM) loss in 1Q20.
Subsequently, for 2Q20 and 3Q20, FCRD generated net income of $29.4
million in aggregate, driven by the material write-up in fair value
of portfolio investments as credit spreads tightened, reversing
most of the MTM losses.
While FCRD has made notable progress in improving the risk profile
of the investment portfolio by shifting to more first lien, senior
secured, sponsor-backed loans, we see the potential for credit
performance to be impacted by the uncertain economic environment
caused by the coronavirus pandemic. At September 30, 2020, the
Company only had three investments remaining that were
non-sponsored back, including one that is an equity investment and
well-performing, compared to 14 at the time the shift in the
investment strategy was initiated. FCRD had very limited exposure
to cyclical industries that have been the hardest hit by the sudden
and severe shock to the U.S. economy from the coronavirus pandemic
including, hospitality, retail, leisure, gaming, and energy.
Indeed, the Company only had a portfolio company, smarTours, a
high-end travel tour operator, move to nonaccrual status due to the
impact of the pandemic. We note that the Company's investment in
smarTours is very modest at less than 1% of the portfolio at fair
value, consistent with FCRD's investment strategy of avoiding large
hold positions.
Overall, credit performance of the investments originated under the
new investment strategy introduced in 2015 has been solid with only
one investment out of 50 being placed on nonaccrual status and no
realized losses. Investments on nonaccrual status has recently
improved benefiting from the restructuring of an investment in OEM
Group, the Company's largest exposure. At September 30, 2020, the
Company had two investments on nonaccrual status accounting for
5.09% of the portfolio at cost and 2.84% of the portfolio at fair
value, respectively compared to 21.14% and 14.42% at March 31,
2020.
Similar to other BDCs, FCRD incurred significant fair value marks
and unrealized losses in 1Q20 due to the significant market turmoil
in March 2020. However, FCRD has seen a partial recovery of these
unrealized losses as the market and economy have rebounded from the
trough in 2Q20. Indeed, at September 30, 2020, the Company's total
investment portfolio at fair value was 86% of cost compared to 72%
at March 31, 2020. At September 30, 2020, FCRD's average portfolio
investment company score was 2.28, on its internal rating scale
from "1 (outperforming)" to "5 (very weak)", indicating that the
majority of the portfolio was performing within expectations.
Balance sheet fundamentals are acceptable with prudent management
of leverage and appropriate liquidity for requirements. Leverage
(debt-to-equity) was 0.94x at September 30, 2020, well within its
bank covenant limit and the regulatory limit of 2.0x. With FCRD
nearly complete with the exit from legacy non-core investments, the
Company expects to expand the investment portfolio in 2021 leading
to a gradual increase in leverage towards management's stated
target of 1.1x to 1.2x.
As of September 30, 2020, the Company had unfunded delayed draws
and revolver commitments to portfolio companies totaling $17.6
million. FCRD had approximately $45.0 million of available
liquidity, including capacity on its bank facility, which is
subject to borrowing base requirements. Following the amendment and
extension of the Company's bank facility in October 2020,
refinancing risk is minimal with no maturities until $60 million of
senior notes mature in December 2022.
Notes: All figures are in U.S. dollars unless otherwise noted.
FLOUR CORPORATION: Egan-Jones Cuts FC Sr. Unsecured Rating to BB-
-----------------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2020, downgraded the
foreign currency senior unsecured rating on debt issued by Fluor
Corporation to BB- from BB.
Headquartered in Irving, Texas, Fluor Corporation is an American
multinational engineering and construction firm headquartered in
Irving, Texas.
FOUR SEASONS HOLDING: S&P Affirms 'BB' ICR; Ratings Off Watch Neg.
------------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' issuer credit rating on luxury
hotel manager Four Seasons Holding Inc. S&P also affirmed its 'BB+'
issue-level rating, with a '2' recovery rating, on the company's
senior secured term loan due 2023. S&P also removed all ratings
from CreditWatch where it placed them with negative implications on
April, 2, 2020.
The negative outlook reflects significant risks from the ongoing
pandemic and to the anticipated pace of the global travel recovery
next year, and the possibility S&P could lower ratings if there are
delays to the successful distribution of an effective COVID-19
vaccine by midyear 2021 that can enable the travel recovery and
Four Seasons to improve and sustain leverage below 5x.
S&P said, "We affirmed our 'BB' rating because the company entered
the crisis with moderate leverage, and its high-quality luxury
brand and hotel management business will recover once a vaccine is
successfully distributed in a manner that will enable it to restore
credit measures in 2021. In our updated base case forecast, we
expect Four Seasons revenue per available room (RevPAR) will
decline approximately 60% to 70% in 2020 causing a significant
spike in leverage, before recovering in 2021 following the
anticipated dissemination of multiple vaccines. However, Four
Seasons entered 2020 with adjusted leverage of 2.7x, representing a
significant cushion compared to our 5x downgrade threshold at the
current 'BB' rating level. Additionally, luxury destination leisure
travel could rebound significantly post-pandemic once restrictions
are lifted and travelers feel safe to fly again, and as a result,
we expect revenue and EBITDA to recover and the company to reduce
leverage to around 5x by the end of 2021." Four Seasons generates a
greater percentage of cash flow from leisure travelers and may
recover faster compared to some of its peers in the upper upscale
and luxury lodging segments that are more heavily exposed to
business and group travel."
"Even though we assume a significant occupancy and RevPAR recovery
in 2021 in our base case, rate competition is something we plan to
monitor because it could heat up once the recovery begins in
earnest. In the third quarter 2020, as the leisure travel market
moderately recovered, Four Seasons' average daily rate (ADR)
recovered to just under 2019 levels compared to a significant
decline in the second quarter 2020, improving more-so than some
luxury industry peers. We suspect this is because reducing rate
this year would not increase hotel demand given current safety
concerns and travel restrictions are driving travel decisions.
However, once the assumed recovery in upper upscale and luxury
hotel demand ramps up in mid-2021, higher competition to fill empty
rooms may cause Four Seasons' to lower its ADR for a period of
time, raising risks to our base case forecast."
"The stability of Four Seasons' residential fee revenue has
moderated cash burn in 2020 and we expect it has strong liquidity
to withstand the negative effects of the pandemic. Four Seasons'
residential fees were stable in 2020, which has helped it limit
cash burn and generate positive EBITDA for the year. Historically
we have considered these fees to be volatile compared to the
company's larger hotel management segment because the timing of
development openings can vary. However, given resilient demand for
Four Seasons branded residences during the pandemic and the
pipeline of planned new developments opening over the next two
years, we assume that residential fee revenue will continue to be
stable through 2022 as several new residences are slated to open.
Four Seasons current liquidity consisted of $232 million in cash
balances and short-term investments as of Sept. 30, 2020. Through
the first nine months of the year, the company generated minimal
free operating cash flow and limited its cash burn to the
approximately $40 million shareholder distribution its board
declared before the crisis. We expect the company to generate
positive EBITDA and free operating cash flow in 2021."
Four Seasons typically achieves a significant RevPAR premium in the
luxury hotel segment, and its asset light hotel management model
allows it to generate a high EBITDA margin and stable cash flows
under normal economic circumstances, and also mitigates RevPAR
declines in economic downturns. Once the virus is contained and
travel and the economy recover, Four Seasons' business risks will
be partially mitigated by its good global geographic diversity, its
significant RevPAR premium compared with the luxury hotel segment
average, and its good long-term contracts.
S&P said, "In addition, we believe Four Seasons will retain its
ability to attract hotel owners and developers to its
geographically diverse portfolio and strong brand once the crisis
abates. Four Seasons hotel management business generates very high
EBITDA margin under normal economic circumstances, and we have
assumed its EBITDA margin recovers to just under pre-pandemic
levels in 2021 as the travel sector recovers. EBITDA margin will
also not be burdened post-pandemic because the company did not
renew the lease agreement for its only previously owned hotel Four
Seasons Hotel Vancouver when it expired January 2020. Under our
base case assumptions, we assume EBITDA margin could continue to
expand to above 60% in 2022 compared to around 60% in 2019. The
company also has good geographic diversity with more than 100
hotels in over 40 countries."
Partially offsetting these strengths is Four Seasons' reliance on a
single brand; the sensitivity of the travel and leisure industry to
global political, financial, and health events; and traditionally
high RevPAR volatility over the lodging cycle. Additionally, given
Four Seasons' controlling ownership does not have a formal leverage
policy commitment, it is possible that it could engage in a
leveraging transaction for an investment or for a distribution to
owners in some form.
Environmental, Social, and Governance (ESG) credit factors for this
rating change:
-- Health and safety
S&P said, "The negative outlook reflects significant risks from the
ongoing pandemic and to the anticipated pace of the global travel
recovery next year, and the possibility we could lower ratings if
there are delays in the successful distribution of an effective
COVID-19 vaccine by midyear 2021 that can enable the travel
recovery and Four Seasons to improve and sustain its leverage below
5x."
"We could lower the rating if there are delays in the distribution
of a COVID-19 vaccine that slow the recovery in travel and hotel
demand, or if we become less certain Four Seasons will be able to
improve adjusted leverage below our 5x downgrade threshold on a
run-rate basis by the end of 2021."
"We are unlikely to revise the rating outlook to stable for the
duration of the pandemic, but we could if we believe Four Seasons
can sustain our measure of adjusted debt to EBITDA below 5x. We
could raise the rating if we believe the company will sustain total
lease-adjusted debt to EBITDA below 4x, incorporating volatility
over the economic cycle and potential leveraging transactions such
as special distributions to owners."
FRED'S INCORPORATED: Egan-Jones Withdraws CC Sr. Unsecured Ratings
------------------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2020, withdrew its 'CC'
foreign currency and local currency senior unsecured ratings on
debt issued by Fred's Incorporated. EJR also withdrew its 'D'
rating on commercial paper issued by the Company.
Headquartered in Memphis, Tennessee, Fred's, Inc. operates discount
general merchandise stores in the southeastern United States.
FREDDIE MAC: Amends Bylaws to Resolve Vacant Posts
--------------------------------------------------
Effective Dec. 22, 2020, the Bylaws of Freddie Mac (formally known
as the Federal Home Loan Mortgage Corporation) were amended to
permit the Freddie Mac Board of Directors or an appropriate
committee thereof to address by resolution a vacancy in either the
Chief Executive Officer or General Auditor position.
Section 5.1, as amended, is set forth below:
Section 5.1 Officers of the Corporation. There shall be a
Chief Executive Officer of the Corporation and a Senior Vice
President - General Auditor. In the event of a vacancy in
either office, such vacancy shall be addressed by resolution
by
the Board of Directors or an appropriate committee thereof.
Other officers of the Corporation may include a President, a
Chief Operating Officer, a Chief Compliance Officer, a Chief
Enterprise Risk Officer, one or more Vice Presidents (any one
or more of whom may be designated Executive Vice President or
Senior Vice President and may be given other descriptive
titles), a Corporate Secretary and all other officers or
assistant officers deemed necessary and desirable for the
conduct of the Corporation's business. Any of the above
offices may be held by the same person, except that the office
of the Corporate Secretary may not be held by the same person
that holds the office of Chief Executive Officer, President,
Chief Operating Officer or Senior Vice President - General
Auditor.
A copy of Freddie Mac's amended and restated Bylaws is available
for free at:
https://www.sec.gov/Archives/edgar/data/1026214/000102621420000085/bylawsdecember2020.htm
About Freddie Mac
Federal National Mortgage Association (Freddie Mac) is a GSE
chartered by Congress in 1970. The Company's public mission is to
provide liquidity, stability, and affordability to the U.S. housing
market. Freddie Mac does this primarily by purchasing residential
mortgage loans originated by lenders. In most instances, it
packages these loans into guaranteed mortgage-related securities,
which are sold in the global capital markets and transfer
interest-rate and liquidity risks to third-party investors. In
addition, the Company transfers mortgage credit risk exposure to
third-party investors through its credit risk transfer programs,
which include securities- and insurance-based offerings. The
Company also invests in mortgage loans and mortgage-related
securities. The Company does not originate loans or lend money
directly to mortgage borrowers.
Freddie Mac conducts its business subject to the direction of
Federal Housing Finance Agency (FHFA) as its conservator. The
Conservator has provided authority to the Board of Directors to
oversee management's conduct of the Company's business operations
so it can operate in the ordinary course. The directors serve on
behalf of, exercise authority as provided by, and owe their
fiduciary duties of care and loyalty to the Conservator. The
Conservator retains the authority to withdraw or revise the
authority it has provided at any time. The Conservator also
retains certain significant authorities for itself, and has not
provided them to the Board. The Conservator continues to provide
strategic direction for the company and directs the efforts of the
Board and management to implement its strategy. Many management
decisions are subject to review and/or approval by FHFA and
management frequently receives direction from FHFA on various
matters involving day-to-day operations.
As of Sept. 30, 2020, Freddie Mac had $2.45 trillion in total
assets, $2.44 trillion in total liabilities, and $13.89 billion in
total equity.
FREE FLOW: Appoints Melody Jackson as Director
----------------------------------------------
Free Flow, Inc. appointed Dr. Melody A. Jackson as a director of
the Company.
Dr. Jackson, age 55, is a management expert, college faculty
member, and researcher with over 20 years of management and
supervisory experience that includes an executive level of
management for functions such as Strategic Management, Project
Management, Human Resources Management, and Environmental
Management with over 7 years of service as a management professor.
Since March 2004, Dr. Jackson has owned and operated Inside Auto
Parts, an automobile parts business based in Mineral, Virginia.
Dr. Jackson served in a variety of roles at the University of
Virginia from April 2017 to September 2020, most recently as Equity
Center Director of Operations from April 2020 to September 2020.
From January 2015 to December 2017, Dr. Jackson owned and served as
CEO of a small business consulting firm, Business Doctors of
Virginia, LLC. As Program Manager for the City of Richmond's
Office of Minority Business Development from June 2014 to December
2014, Dr. Jackson created, implemented, and managed programs,
projects, and processes designed to support, guide, and develop
minority and emerging small businesses in the Richmond, Virginia
and surrounding areas. From August 2013 to November 2017, Dr.
Jackson served as Management Faculty for the University of Phoenix
School of Management (Richmond, Virginia campus).
Dr. Jackson founded her first non-profit organization 15 years ago
along with the two other members of the Executive Committee and
currently serves as an adviser to other non-profit executives. She
has served as an elected member of the Board of Directors for the
American Association of University Women. She has provided
consultations to entrepreneurs as the Owner and CEO of a Business
Consulting Firm, staff for the City of Richmond, and member of the
Service Corps of Retired Executives (SCORE) for the Small Business
Administration. Dr. Jackson started a business school in Central
Virginia that focused primarily on providing consultations to
entrepreneurs and nonprofit executives as well as offering training
through seminars, workshops, webinars, and small courses to
business owners, nonprofit leaders, and government representatives.
She created the Build Green Living Laboratory as the primary
project for the school and served as the Project Manager for the
life of the project. At University of Virginia, she served as
Equity Center Director of Operations, Program Manager for the
School of Nursing, Faculty for the School of Engineering & Applied
Sciences, and Research Program Advisor for Curry School of
Education. At University of Phoenix, she was the founder and Group
Leader of the Virtual Inter-connectivity Research Lab, Dissertation
Chair, Senior Research Fellow for the Center for Global Business
Research, Doctoral Faculty for the School of Advanced Studies
online campus, and Management Faculty for the School of Business at
the Virginia ground campus teaching both graduate and undergraduate
courses in both online and place-based delivery methods. Dr.
Jackson has functioned as a thought leader conducting research,
presenting at research conferences, and publishing research
results. She served as a member of the United Stated Army where
she received a multitude of awards and commendations. In the
automobile recycling industry, Dr. Jackson has been instrumental in
the strategic management and growth of a Virginia-based recycling
company for over 15 years where she has managed Stormwater
Pollution Prevention Plans and overseen Motor Vehicle Dealer Board
compliance.
Due to Dr. Jackson's experience in the automobile recycling
industry, as well as her management and leadership roles in variety
of professional settings, the Company believes she is a great
addition to its Board of Directors.
About Free Flow
Free Flow, Inc. is focused on developing the solar energy business
along with pharmaceutical (skin care product line). Free Flow
began with focus on the sale of solar panels to the agriculture
sector, providing alternate means of electricity to operate pumps
for water wells in India and Pakistan.
As of Sept. 30, 2020, the Company had $1.94 million in total
assets, $1.49 million in total liabilities, $330,000 in series B
redeemable preferred stock, $470,935 in series C redeemable
preferred stock, and a total stockholders' deficit of $348,594.
Free Flow stated in its 2019 Annual Report that, "Future issuances
of the Company's equity or debt securities will be required for the
Company to continue to finance its operations and continue as a
going concern. The Company's present revenues are insufficient to
meet operating expenses. The financial statement of the Company
has been prepared assuming that the Company will continue as a
going concern, which contemplates, among other things, the
realization of assets and the satisfaction of liabilities in the
normal course of business. The Company has incurred cumulative net
losses of $559,705 since its inception and requires capital for its
contemplated operational and marketing activities to take place.
The Company's ability to raise additional capital through the
future issuances of common stock is unknown. The obtainment of
additional financing, the successful development of the Company's
contemplated plan of operations, and its transition, ultimately, to
the attainment of profitable operations are necessary for the
Company to continue operations. The ability to successfully
resolve these factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements
of the Company do not include any adjustments that may result from
the outcome of these uncertainties."
FRONTIER COMMUNICATIONS: Workers Union Defends Company to FCC
-------------------------------------------------------------
Steven Allen Adams of The Intelligencer reports that the union
representing the state and nation's telecommunication workers is
siding with Frontier Communications as Republican lawmakers call on
the Federal Communications Commission to closely scrutinize
Frontier's winning bid for rural broadband projects.
Ed Mooney, the vice president of the Communications Workers of
America District 2-13, wrote a letter to the FCC encouraging the
federal agency to reject calls by congressional and state lawmakers
to review the winning bid by Frontier in phase I of the FCC's Rural
Digital Opportunity Fund auction.
"CWA has been a longtime leader in advocating for expanded
broadband access, improvements to Frontier's services quality in
West Virginia, and accountability for customers," Mooney wrote.
"Frontier is a major broadband provider in West Virginia and has
the resources and experienced workforce necessary to deploy service
to additional locations. It would be unrealistic to achieve
large-scale build-out of broadband in the state without Frontier."
Frontier was one of nine companies awarded winning bids to expand
high-speed broadband Internet service to 119,267 unserved Census
tracts in West Virginia -- a $362.1 million investment in the state
over the next 10 years. Frontier was the largest recipient of RDOF
dollars, winning $247.6 million.
U.S. Sen. Shelley Moore Capito, R-W.Va., wrote a letter Dec. 9,
2020 to FCC Chairman Ajit Pai expressing concerns about Frontier's
winning bid. Capito questioned Frontier's ability to deliver on
their RDOF projects and urged the FCC to reject Frontier's
application if issues are discovered. Second District Congressman
Alex Mooney, R-W.Va., also sent a letter to the FCC on Dec. 18,
2020.
Capito's letter was followed by two letters Dec. 16, 2020 by a
bipartisan group of state senators and delegates.
The lawmakers pointed to an audit by the Inspector General's Office
for the U.S. Department of Commerce that accused Frontier -- a
sub-recipient of a 2009 federal grant -- of marking up invoices to
the state by as much as 35 percent and charging the state millions
in indirect costs that were not allowable. The state was forced to
repay $4.6 million in 2019 to the U.S. Department of Commerce.
Lawmakers also raised concerns about Frontier's bankruptcy filing.
Frontier filed for Chapter 11 bankruptcy in April 2020 in an effort
to reorganize $10 billion in debt and $1 billion in interest
expenses. The company is expected to emerge from bankruptcy in
early 2021.
Mooney said bankruptcy alone should not disqualify Frontier from
participating in the RDOF auction and expressed concerns that any
change to the deal could harm West Virginia during phase II of the
RDOF auction, which will focus on underserved parts of the state.
"It is wrong to assert that Frontier's recent Chapter 11 bankruptcy
should be a cause of concern," Mooney wrote. "Rejection of
Frontier's long-form application over these unfounded concerns
would delay disbursement of funds until the Commission decides
through rulemaking whether these blocks will be included in Phase
II of the RDOF auction. This could slow much-needed broadband
deployment in West Virginia by several years."
The CWA is a party to a proposed settlement agreement released Dec.
18, 2020 between Frontier, staff of the West Virginia Public
Service Commission and the PSC's Consumer Advocate Division to
accept Frontier's bankruptcy reorganization plan. If approved by
the full commission on Tuesday, Jan. 19, 2021 West Virginia would
be the 12th state to accept Frontier’s bankruptcy reorganization
plan.
According to the proposed agreement, Frontier's operations in West
Virginia would be known as "InvestCo." As part of the designation,
Frontier agreed to voluntarily deploy gigabit broadband services to
no less than 150,000 locations in West Virginia by Dec. 31, 2027.
The locations will allow Frontier to deploy fiber to homes and
businesses when people subscribe, also called FTTP. Frontier set a
goal of FTTP broadband deployment to 75,000 locations three years
after they emerge from bankruptcy. Frontier said their RDOF phase
I projects would count towards their FTTP goal.
"Frontier's business plan will prioritize new investment in fiber
deployment for West Virginia," Mooney wrote. "In addition, CWA
believes that the Dec. 18, 2020 Joint Settlement to resolve the PSC
proceeding overseeing the bankruptcy imposes meaningful commitments
on Frontier that will lead to large-scale upgrade of the Frontier
plant in West Virginia.
The conclusion of the bankruptcy case coupled with the 'InvestCo'
designation will result in a financially stronger company that is
capable of making investments in West Virginia."
More than 8,000 of CWA's union members are employed by Frontier,
including more than 1,200 employees in West Virginia.
About Frontier Communications
Frontier Communications Corporation (NASDAQ: FTR) offers a variety
of services to residential and business customers over its
fiber-optic and copper networks in 29 states, including video,
high-speed internet, advanced voice, and Frontier Secure digital
protection solutions.
Frontier Communications Corporation and 103 related entities sought
Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on
April 14, 2020. Judge Robert D. Drain oversees the cases.
The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore
as financial advisor; and FTI Consulting, Inc., as restructuring
advisor. Prime Clerk is the claims agent, maintaining the page
http://www.frontierrestructuring.com/and
https://cases.primeclerk.com/ftr
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in Debtors' Chapter 11 cases. The committee
tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez
& Marsal North America, LLC as financial advisor; and UBS
Securities LLC as investment banker.
FTE NETWORKS: Subsidiary Secures $1.4M Loan from Anchor Loans
-------------------------------------------------------------
Certain wholly-owned subsidiaries of US Home Rentals LLC, a
wholly-owned subsidiary of FTE Networks, Inc. entered into a loan
agreement on Dec. 22, 2020, with Anchor Loans LP to rehabilitate
certain properties that form part of the Company's single-family
rental portfolio. The Borrower issued a promissory note in the
principal amount of $1,443,754 to the Lender and the Company
executed a guaranty in connection with the Loan Agreement.
Proceeds from the Loan Agreement were exclusively used to refinance
and rehabilitate these properties, pay outstanding property taxes,
and other closing costs and expenses incurred in connection with
the Loan Agreement.
Shareholder Letter
FTE Networks issued a shareholder update. The full text of the
letter from interim CEO Michel P. Beys follows.
Dear Shareholders:
My last shareholder update was sent on June 9, 2020 and the Company
has made considerable progress since then. My role as interim CEO
began just over 1 year ago and my focus has been on restoring and
preserving value for FTE shareholders, taking corrective action to
improve corporate governance for the Company and preparing it for a
return to a public stock exchange. In 2021, FTE plans to take the
name of our principal subsidiary US Home Rentals LLC ("USHR") as a
major owner and operator of single-family rental ("SFR") homes
across the United States.
USHR's goal is to become a leading provider of affordable housing
in tier 3 and tier 4 markets nationwide, an underserved market
segment for which demand has only increased during the COVID-19
pandemic. USHR is overhauling its portfolio of approximately 3,000
homes and has started renovating and upgrading the homes to segment
the portfolio into single-family rentals and "fix-and-flip" class
assets.
Update on Exchange Act Reports
As previously reported, FTE appointed a new external independent
auditor, Turner Stone & Company, LLP, and dedicated the initial
half of 2020 to restating its financial statements, culminating in
the filing of our annual report on Form 10-K on May 11, 2020 for
the fiscal year ended December 31, 2018, which contains restated
audited financials for 2017 and 2018. That was followed by the
Company's annual report on Form 10-K for the fiscal year ended
December 31, 2019, which was filed with the Securities and Exchange
Commission on November 5, 2020.
The Company is working on its reports for 2020, which will include
the consolidated financial statements of USHR as our primary
business. After those filings are complete, FTE will be current in
its Exchange Act reporting obligations and will begin the process
to have its common stock relisted for trading.
Update on Operations and Financing
FTE is severely cash constrained and although it has negotiated
payment plans and forbearances with its major lenders, the lack of
liquidity has hampered its ability to settle and defend legacy
disputes with third parties, some of whom have secured favorable
outcomes against the Company in their pursuit of remedies under the
law. I am, however, happy to report that the Company has closed on
financing to begin funding its strategy of upgrading the current
homes portfolio, but it requires significant amounts of additional
financing to sustain its current operations. FTE has been working
with our investment banking partners to raise this capital from
additional debt and equity capital funding sources.
FTE hired real estate executive Munish Bansal as CEO of USHR. Mr.
Bansal was previously CFO at Home Partners of America, a major SFR
operator. Prior to Home Partners, Mr. Bansal was a mortgage
professional at JP Morgan and CapitalOne. Mr. Bansal is running
day-to-day operations at USHR and will assume the role of CEO for
the Company within 30 days following the resumption of trading of
our common stock.
Additionally, after careful consideration and deliberation, the
Company has decided to exit its infrastructure subsidiary, Jus-Com,
Inc., as part of a strategic plan to focus exclusively on expanding
the SFR real estate business.
In closing, FTE's Board of Directors and I believe we have
completed much of the work we started last year in re-stating the
Company's financial statements, restoring good governance, and
integrating the newly acquired real estate business. We appreciate
the support and patience of all the Company's stakeholders and wish
you and your family good health and a prosperous 2021.
Sincerely,
Michael P. Beys
Interim CEO
About FTE Networks
Formerly known as Beacon Enterprise Solutions Group, FTE Networks,
Inc. -- http://www.ftenet.com-- together with its wholly owned
subsidiaries, is a provider of innovative, technology-oriented
solutions for smart platforms, network infrastructure and
buildings. The Company provides end-to-end design, construction
management, build and support solutions for state-of-the-art
networks, data centers, residential, and commercial properties and
services Fortune 100/500 companies. FTE has three complementary
business offerings which are predicated on smart design and
consistent standards that reduce deployment costs and accelerate
delivery of innovative projects and services.
FTE Networks reported a net loss of $15.44 million for the year
ended Dec. 31, 2019, compared to a net loss of $46.59 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$235.43 million in total assets, $160.81 million in total
liabilities, and $74.63 million in total stockholders' equity.
FUWEI FILMS: Huizhou Yidu Wins Bidding for Dornier Production Line
------------------------------------------------------------------
Fuwei Films (Holdings) Co., Ltd. reported that the open bidding
previously initiated by the Company to sell its Dornier production
line (also known as the third production line) resulted in a
successful bid. According to publicly available information,
Huizhou Yidu Yuzheng Digital Technology Co. LTD. won the bidding at
a price of RMB138.0 million (or approximately US$21.07 million).
About Fuwei Films
Fuwei Films conducts its business through its wholly owned
subsidiary, Fuwei Films (Shandong) Co., Ltd. Fuwei Shandong
develops, manufactures and distributes plastic films using the
biaxial oriented stretch technique, otherwise known as BOPET film
(biaxially oriented polyethylene terephthalate). Fuwei Films'
BOPET film is widely used to package food, medicine, cosmetics,
tobacco, and alcohol, as well as in the imaging, electronics, and
magnetic products industries.
Fuwei Films (Holdings) Co., Ltd. reported net income of RMB11.36
million on RMB335.62 million of net sales for the year ended Dec.
31, 2019, compared to a net loss of RMB22.17 million on RMB333.52
million of net sales for the year ended Dec. 31, 2018. As of Dec.
31, 2019, the Company had RMB465.97 million in total assets,
RMB257.78 million in total liabilities, and RMB208.19
million in total equity.
Shandong Haoxin Certified Public Accountants Co., Ltd., in Weifang,
the People's Republic of China, the Company's auditor since 2020,
issued a "going concern" qualification in its report dated April
28, 2020 citing that the Company has a significant working capital
deficiency as of Dec. 31, 2019, the Company 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.
GANN MEMORIALS: Administrator Unable to Appoint Committee
---------------------------------------------------------
The U.S. Bankruptcy Administrator for the Eastern District of North
Carolina disclosed in a filing that no official committee of
unsecured creditors has been appointed in the Chapter 11 case of
Gann Memorials, LLC.
About GANN Memorials
GANN Memorials, LLC, sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 17-05264) on Oct.
27, 2020, listing under $1 million in both assets and liabilities.
Judge David M. Warren oversees the case. Sasser Law Firm serves as
the Debtor's legal counsel.
GENERAL MOLY: U.S. Trustee Unable to Appoint Committee
------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of General Moly, Inc.
About General Moly
Headquartered in Lakewood, Colo., General Moly, Inc., is engaged in
the exploration, development, and mining of properties primarily
containing molybdenum. Its primary asset, an 80% interest in the
Mt. Hope Project located in central Nevada, is considered one of
the world's largest and highest grade molybdenum deposits. General
Moly's goal is to become the largest primary molybdenum producer in
the world.
General Moly sought Chapter 11 protection (Bankr. D. Colo. Case No.
20-17493) on Nov. 18, 2020. The Debtor disclosed total assets of
$1,000,000 and total liabilities of $10,000,000 as of Nov. 16,
2020.
The Debtor tapped Markus Williams Young & Hunsicker LLC as its
legal advisor, Bryan Cave Leighton Paisner LLP as special counsel,
r2 Advisors LLC as restructuring advisor, and XMS Capital Partners,
Headwall Partners and Odinbrook Global Advisors as financial
advisors. Stretto is the claims agent.
GEX MANAGEMENT: Adar Alef Reports 9.9% Equity Stake
---------------------------------------------------
In a Schedule 13G filed with the Securities and Exchange
Commission, Adar Alef, LLC disclosed that as of Dec. 22, 2020, it
beneficially owns 209,729 shares of common stock of GEX Management
Inc. which represents 9.9 percent (based on the total of 2,118,477
outstanding shares of Common Stock). The amount consists of Common
Stock that the reporting person has the right to acquire by way of
conversion of a security. A full-text copy of the regulatory
filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1681556/000107878220001004/f13g122220_sc13g.htm
About GEX Management
GEX Management -- http://www.gexmanagement.com-- is a professional
business services company that was originally formed in 2004 as
Group Excellence Management, LLC d/b/a MyEasyHQ. The Company
formed GEX Staffing, LLC in March 2017.
GEX Management reported a net loss of $100,200 for the year ended
Dec. 31, 2019, compared to a net loss of $5.10 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $3.81
million in total assets, $5.25 million in total liabilities, and a
total shareholders' deficit of $1.44 million.
GL BRANDS: Seeks to Hire Whitaker Chalk as Counsel
--------------------------------------------------
GL Brands, Inc. f/k/a Freedom Leaf, Inc., and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Whitaker Chalk Swindle & Schwartz,
PLLC, as counsel to the Debtors.
GL Brands requires Whitaker Chalk to:
a. prepare a company resolution authorizing the bankruptcy
filings, voluntary petitions, an Emergency Motion for
Debtor in Possession Financing, and certain other documents
required to be filed with or shortly after the Petition
Date;
b. will represent the Debtors at an emergency interim hearing
on DIP financing and a final hearing. Whitaker Chalk
will accompany the Debtors for the Debtor interview, and
will accompany the Debtors for their Section 341(a)
meeting, and Rule 2004 examinations or depositions, if any;
c. assist the Debtors in opposing any motions to dismiss or
convert the Chapter 11 or appoint a trustee or examiner
with expanded powers;
d. advise and consult with the Debtors concerning (i) legal
questions arising in administering and reorganizing the
Debtors' estate, and (ii) the Debtors' rights and remedies
in connection with the estates' assets and creditors'
claims;
e. provide legal services to the Debtors relating to the sale
or use of assets, outside the ordinary course of business,
and in assuming or rejecting executory contracts and
unexpired leases of real and personal property;
f. assist the Debtors in negotiating, composing, proposing,
and obtaining confirmation and consummation of a Plan of
Reorganization;
g. assist the Debtors in preserving and protecting property of
the Debtors' estate, including the negotiation of debtor in
possession financing, if necessary, the defense of motions
for relief from the automatic stay, and the prosecution of
litigation, if any;
h. investigate and prosecute preference, fraudulent transfer,
and other actions arising under the Debtors' avoidance
powers and any causes of action arising under state law (if
necessary and unless special counsel is determined to be
better qualified to do so);
i. prepare any pleadings, motions, answers, notices, orders
and reports that are required for the orderly
administration of the Debtor' estate; and
j. perform any and all other legal services for the Debtors
that the Debtors determine to be necessary and appropriate
to faithfully discharge their duties as a debtor-in-
possession.
Whitaker Chalk will be paid at these hourly rates:
Partners $395 to $475
Associates $200 to $275
Paralegals $125
Legal Assistants $50
The Debtors paid Whitaker Chalk a retainer in the amount of
$30,000, plus $8,585 for filing fees. Before filing the cases,
Whitaker Chalk charged its pre-petition attorneys' fees, paralegal
fees against the funds provided in the amount of $28,987.50 and
miscellaneous costs in the amount of $10.27 for a total of
$28,997.77, leaving a retainer balance of $9,607.23, as of the
Petition Date. Whitaker Chalk has incurred the cost of the filing
fees in the amount of $8,690 but did not charge that amount against
the pre-petition retainer. The sum of $9,607.23 will remain in
Whitaker Chalk's retainer account.
Whitaker Chalk will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Robert A. Simon, partner of Whitaker Chalk Swindle & Schwartz,
PLLC, assured the Court that the firm is a "disinterested person"
as the term is defined in Section 101(14) of the Bankruptcy Code
and does not represent any interest adverse to the Debtor and its
estates.
Whitaker Chalk can be reached at:
Robert A. Simon, Esq.
WHITAKER CHALK SWINDLE & SCHWARTZ, PLLC
301 Commerce Street, Suite 3500
Fort Worth, TX 76102
Tel: (817) 878-0543
Fax: (817) 878-0501
E-mail: rsimon@whitakerchalk.com
About GL Brands, Inc.
GL Brands -- https://www.glbrands.com/ -- formerly dba Freedom
Leaf, is a global hemp consumer packaged goods company engaged in
the development and sale of cannabis-derived wellness products.
Through its premier brands Green Lotus and Irie CBD, GL Brands
delivers a full portfolio of hemp-derived CBD products, including
tinctures, soft gels, gummies, sparkling beverages, vapes, flower
and topical segments to promote greater wellness and balance, in
the U.S. and throughout the world.
On Dec. 17, 2020, GL Brands, Inc. et al sought Chapter 11
protection (Bankr. N.D. Tex. Lead Case No. 20-43800). GL Brands
disclosed total assets of $100,000 to $500,000 and total
liabilities of $10 million to $50 million. The petition was signed
by Carlos Frias, chief executive officer.
The Debtors tapped Robert A. Simon, Esq., of Whitaker Chalk Swindle
and Schwartz, as bankruptcy counsel.
GUITAR CENTER: S&P Upgrades ICR to 'B-' on Bankruptcy Exit
----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Guitar Center
Inc. to 'B-' from 'D' following the company's emergence from
bankruptcy.
S&P is also assigning its 'B-' issue-level and '3' recovery ratings
to the $350 million senior secured notes, which it had rated on a
preliminary basis on Dec. 7, 2020.
Through bankruptcy, Guitar Center will have reduced its total debt
obligations and interest expense substantially, though S&P still
forecasts leverage of above 5x over the next 12 months.
The bankruptcy exit financing consists of a $375 million
asset-based lending (ABL) facility and the $350 million 8.5% senior
secured notes, both of which mature five years from emergence. As a
part of the restructuring agreement, Ares Management, The Carlyle
Group, and Brigade Capital Management will collectively contribute
new common equity of $165 million. Guitar Center will also issue
$160 million of preferred equity with 15% payment-in-kind (PIK)
interest, which we treat as a debt-like obligation in S&P's
analysis. The preferred equity is held by certain lenders of the
prebankruptcy debt.
Through the restructuring, Guitar Center will have reduced total
funded debt obligations by about half and cut total interest
expense to about $40 million from $140 million in fiscal year 2019.
S&P said, "Despite the reduction in debt, we forecast that S&P
Global Ratings-adjusted leverage will exceed 6x at emergence before
declining to the mid-5x area by fiscal year-end 2021 (Jan. 31,
2022). This incorporates our expectation that positive free
operating cash flow (FOCF) in 2021 will allow the company to pay
down a portion of the revolver borrowings, which we believe will be
about $250 million at fiscal year-end 2020. Paydown of revolver
borrowings, combined with EBITDA recovery, contributes to our
expectation for improvement in leverage over the next 12 months."
The preferred equity with an aggressive 15% PIK interest could lead
to the capital structure becoming unsustainable if performance is
not in line with S&P's expectations.
S&P siad, "We add the preferred equity to our adjusted debt
calculations, given our view that the rapidly accumulating PIK
interest incentivizes Guitar Center to address the instrument prior
to substantial accretion of principal. Three years following the
issuance, the company will be able to call the instrument, and we
expect it will likely be replaced with debt. By that time, the
initial $160 million will have grown to about $240 million. If
Guitar Center's performance is in line with our expectations, such
that leverage declines to the mid-5x area by fiscal 2021 and the
company consistently generates positive FOCF, we believe it could
effectively call and refinance the instrument. However, if Guitar
Center underperforms our forecast, we believe this could hinder
prospects for addressing the instrument and heighten risks of
distressed actions across the capital structure."
Uncertainty related to the COVID-19 pandemic and consumer spending
trends could increase risk for volatility in company performance.
S&P said, "We expect that the shutdowns and stay-at-home orders
intended to reduce the spread of the coronavirus will be regionally
focused and thus will not affect Guitar Center's performance as
heavily as they did earlier in 2020. However, as the number of
cases rises, we believe the potential for volatility in performance
increases. Furthermore, while Guitar Center store sales have been
steadily improving, performance at Music & Arts and the company's
service channels still faces pressure. Music & Arts has experienced
sales declines as schools wrestle with safely holding music
programs for students and virtual schooling. We expect services
offered through stores (including rentals, repairs, and lessons) to
recover slowly through fiscal 2021 and into 2022. If new shutdowns
occur or consumers alter spending habits as the pandemic worsens,
we could see negative effects on performance that would slow
recovery of the company's performance."
"The negative outlook reflects our view that the path of sales
recovery will be complicated by continued effects from the
pandemic. It also reflects the rapidly accreting PIK preferred
instrument, which leaves little room for underperformance before
the capital structure potentially becomes unsustainable."
S&P could lower its rating if:
-- S&P believes the capital structure has become unsustainable,
which could occur if the company underperforms its forecast,
leading it to believe the likelihood of a distressed exchange or
other restructuring has increased; or
-- Guitar Center underperforms its expectations, leading to flat
to minimal cash flow generation, preventing the company from
reducing its ABL borrowings.
S&P could revise the outlook to stable if:
-- S&P is highly confident Guitar Center will meet its forecast,
which includes an expectation for meaningful positive FOCF and
paydown of the ABL in fiscal 2021 with excess cash.
-- Guitar Center demonstrates a clear pathway to grow sales and
EBITDA, allowing it to address the preferred instrument in a timely
manner.
HERTZ GLOBAL: Lenders Ask Court to Dismiss Cash Lien Suit
---------------------------------------------------------
Law360 reports that the two prepetition lenders of bankrupt car
rental giant Hertz filed replies in Delaware court late Tuesday,
Dec. 22, 2020, in support of their motions to dismiss an unsecured
creditor committee suit seeking to invalidate liens on hundreds of
millions of dollars in cash held by the debtor.
In the filings, Barclays Bank PLC and BOKF NA said the committee's
suit is meritless and deeply flawed in that it seeks to punish the
lenders for the prepetition actions the debtor allegedly undertook
to create uncertainty about the liens on its cash holdings.
About Hertz Global Holdings
Hertz Corp. and its subsidiaries -- http://www.hertz.com/--
operate a worldwide vehicle rental business under the Hertz,
Dollar, and Thrifty brands, with car rental locations in North
America, Europe, Latin America, Africa, Asia, Australia, the
Caribbean, the Middle East, and New Zealand. The Company also
operates a vehicle leasing and fleet management solutions
business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court
(Bankr. D. Del. Case No. 20-11218).
The Hon. Mary F. Walrath is the presiding judge.
White & Case LLP is serving as legal advisor, Moelis & Co. is
serving as investment banker, and FTI Consulting is serving as
financial advisor. Richards, Layton & Finger, P.A., is the local
counsel.
Prime Clerk LLC is the claims agent, maintaining the page
https://restructuring.primeclerk.com/hertz
HERTZ UK RECEIVABLES: Chapter 15 Case Summary
---------------------------------------------
Chapter 15 Debtor: Hertz UK Receivables Ltd
11 Vine Street
Uxbridge, Middlesex UB8 1QE
England
Business Description: Hertz UK Receivables Ltd --
https://www.hertz.com -- is a privately
held car rental company incorporated under
the laws of England. Hertz is owned by
Hertz Global Holdings, Inc.
Chapter 15
Petition Date: December 22, 2020
Court: United States Bankruptcy Court
District of Delaware
Case No.: 20-13178
Judge: Hon. Mary F. Walrath
Foreign Representative: Bryan Cavers-Davies
11 Vine Street
Uxbridge, Middlesex UB8 1QE
England
Foreign Proceeding: Scheme of Arrangement under Part 26 of the
Companies Act 2006 (UK)
Foreign
Representative's
Counsel: John H. Knight, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square, 920 N. King Street
Wilmington, DE 19801
Tel: 302-651-7700
E-mail: knight@rlf.com
Estimated Assets: Unknown
Estimated Debts: Unknown
A full-text copy of the Chapter 15 petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/B4UZI2Y/Bryn_Cavers-Davies_and_Hertz_UK__debke-20-13178__0001.0.pdf?mcid=tGE4TAMA
HERTZ UK RECEIVABLES: Files for Chapter 15 Bankruptcy
-----------------------------------------------------
Hertz UK Receivables filed for Chapter 15 bankruptcy protection in
the U.S. to seek recognition of its "scheme of arrangement" in the
UK.
Hertz UK wants its voluntary proceeding pending before the High
Court of Justice of England and Wales (the "English Court")
pursuant to Part 26 of the United Kingdom Companies Act 2006
recognized in the U.S. as foreign main proceeding.
"As a result of the challenging trading conditions faced by the
International Group following the outbreak of the COVID-19
pandemic, the International Group has been exploring various ways
to secure the financial position and future of the International
Group's businesses and undertakings going forward. After
significant discussions with its key stakeholders and careful
consideration, the International Group has decided to pursue the
Scheme, in order to facilitate the Restructuring which will provide
necessary liquidity to the International Group required to
implement its business plan through to 2023, to allow for an
operational turnaround effort to address the fallout of COVID-19 on
the business and ensure the International Group an service its
general and working capital obligations going forward.
Accordingly, the International Group considers that the
Restructuring is in the best interests of those with an economic
interest in the International Group," Hertz UK said in a letter to
creditors.
Hertz UK Receivables is a private limited company incorporated and
existing in accordance with the laws of England and Wales, and is a
member of the Hertz International Group. The Scheme Company is an
indirect subsidiary of THC, which in turn is a subsidiary of Hertz
Global Holdings, Inc., which operates one of the largest worldwide
vehicle rental companies under the Hertz, Dollar, Firefly and
Thrifty brands, with car rental locations in North America, Europe,
Latin America, Africa, Asia, Australia, the Caribbean, the Middle
East and New Zealand. The Group also operates a vehicle leasing
and fleet management solutions business.
Hertz UK Receivables Ltd. filed a Chapter 15 petition (Bankr. D.
Del. Case No. 20-13178) on Dec. 22, 2020.
Bryn Cavers-Davies is the foreign representative.
FTI is the Company's restructuring adviser in the UK.
The Debtor's U.S. counsel:
John Henry Knight
Richards, Layton & Finger, P.A.
Tel: 302-651-7700
E-mail: knight@rlf.com
HORIZON THERAPEUTICS: Moody's Completes Review, Retains Ba2 CFR
---------------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Horizon Therapeutics USA, Inc. and other ratings that
are associated with the same analytical unit. The review was
conducted through a portfolio review in which Moody's reassessed
the appropriateness of the ratings in the context of the relevant
principal methodology, recent developments, and a comparison of the
financial and operating profile to similarly rated peers. The
review did not involve a rating committee. Since January 1, 2019,
Moody's practice has been to issue a press release following each
periodic review to announce its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
KEY RATING CONSIDERATIONS
Horizon's Ba2 Corporate Family Rating reflects its modest scale and
niche position in the global pharmaceutical industry, its efficient
operating structure and its good cash flow. Horizon's drugs for
rare diseases have high price points, good growth opportunities,
and generally high barriers to entry. Thyroid eye disease treatment
Tepezza has substantial sales potential based on significant unmet
medical need. These factors are tempered by somewhat limited global
scale, somewhat high revenue concentration with the top three drugs
generating over half of sales, and unresolved legal exposures.
The principal methodology used for this review was Pharmaceutical
Industry published in June 2017.
HOSPITAL ACQUISITION: LifeCare Entitled to $2.3 Million LSA
-----------------------------------------------------------
Judge Brendan Linehan Shannon of the United States Bankruptcy Court
for the District of Delaware has decided to grant LifeCare 2.0
LLC's motion to enforce the terms of the Court's sale order.
On July 30, 2019, Hospital Acquisition entered into an Asset
Purchase Agreement with LifeCare, where they agreed to sell to
LifeCare healthcare facilities located in Pittsburgh and in North
Texas. The Court approved the sale.
On September 30, 2019 LifeCare and Hospital Acquisition entered
into the Second Amendment to the APA, which was effectively a
transition services agreement that provided for issues that would
arise relating to the billing and collection of receivables before
and after the closing. The APA contemplated that LifeCare would
utilize Hospital Acquisition's Medicare provider numbers to bill
the Medicare program post-closing, pending the certification by
Medicare of LifeCare as holder of its own Medicare provider number.
Because both Hospital Acquisition and LifeCare would be billing
under the same provider numbers, there was a recognized risk of
payments and liabilities or offsets being attributed to the wrong
party.
As a result of a series of amendments to the APA negotiated between
the parties, the actual cash consideration paid by LifeCare was
steadily reduced, such that LifeCare's primary consideration
offered under the APA was the assumption of Hospital Acquisition's
liabilities. LifeCare ultimately paid approximately $400,000 in
cash and actually received a portion of its deposit back at the
closing, since the cash component of its offer had fallen below the
amount of its original deposit with Hospital Acquisition.
Following the closing under the APA, LifeCare and Hospital
Acquisition continued to coordinate through the following months on
the operation and transition of the facilities over to LifeCare.
Subsequently, in April 2020, Hospital Acquisition prepared their
final cost report which reflected amounts due to Center for
Medicare and Medicaid Services in the amount of $2,322,719. The
Overpayment Liability is owed by LifeCare to CMS.
Hospital Acquisition contended that the $2.3 million Lump Sum
Adjustment belongs to it as a "Purchased Asset" under the APA that
was received by them after the closing of the sale. LifeCare
asserted and the LSA is a "settlement" with CMS that it purchased,
notwithstanding that it may relate to pre-closing periods.
LifeCare further asserted that in the alternative, it was entitled
to the LSA, or an administrative claim in that amount, on the
ground that Hospital Acquisition breached certain representations
and warranties in the APA. LifeCare also assertsed that the LSA
resulted from Hospital Acquisition's inflated projections, so that
it would be inequitable under the APA to permit them to keep the
LSA and yet saddle LifeCare with the obligation to repay almost
precisely that amount to Medicare.
Hospital Acquisition's primary argument was that the LSA was
calculated, determined and approved in July 2019, and was based
upon services they had provided many months before the closing.
According to Hospital Acquisition, the LSA is a Pre-Closing
Receivable and thus an "Excluded Asset" under the APA rightfully
retained by them. The Debtors objected to any claim or demand for
recovery by LifeCare that might be predicated upon the
representations and warranties in the APA, on the ground that those
representations and warranties did not survive the closing of the
APA.
Judge Shannon explained that the APA ensured that Hospital
Acquisition would continue to receive monies and payments on
account of services that they had rendered prior to the closing.
He further explained that the APA also provided that LifeCare
acquired Hospital Acquisition's rights to payments arising from
"settlements" with CMS, irrespective of whether those payments
related to pre-closing services or activities.
Judge Shannon held that the $2.3 million payment in question is a
"settlement" that was acquired from Hospital Acquisition by
LifeCare and so properly belongs to LifeCare.
The case is In re: HOSPITAL ACQUISITION LLC, et al., Chapter 11,
Debtors, Case No. 19-10998 (BLS), (Bankr. D. Del.). A full-text
copy of the Opinion, dated December 21, 2020, is available at
https://tinyurl.com/y755r5sb, from Leagle.com.
Hospital Acquisition LLC, et al. are represented by:
M. Blake Cleary, Esq.
YOUNG CONAWAY STARGATT & TAYLOR, LLP
1000 N. King Street
Wilmington, DE 19801
Tel: (302)5716714
Email: mbcleary@ycst.com
-- and --
Abid Qureshi, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
Bank of America Tower
New York, NY 10036-6745
Tel: (212)8728027
Email: aqureshi@akingump.com
LifeCare 2.0 LLC is represented by:
Donald J. Detweiler, Esq.
TROUTMAN PEPPER
1313 N. Market Street
Wilmington, DE 19801
Tel: (302)7776524
Email: donald.detweiler@troutman.com
-- and --
James P. Muenker, Esq.
NELIGAN, LLP
325 N. St. Paul Street
Suite 3600
Dallas, TX 75201
Tel: (214)840-5300
Email: pneligan@neliganlaw.com
About Hospital Acquisition
Headquartered in Plano, Texas, and founded in 1992, Hospital
Acquisition LLC and its subsidiaries are operators of long-term
acute care hospitals. Through their operating subsidiaries, they
provide a full range of clinical services to patients with serious
and complicated illnesses or injuries requiring extended
hospitalization. They operate a 49-bed behavioral health hospital
in Pittsburgh, Pennsylvania as well as three out-patient wound care
centers located within its hospitals in Plano, Fort Worth and
Dallas, Texas. As of the petition date, the Debtors operate 17
facilities in nine states.
Hospital Acquisition LLC and its subsidiaries, including LifeCare
Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 19-10998) on May 6, 2019.
Hospital Acquisition was estimated to have assets of $100 million
to $500 million and liabilities of $100 million to $500 million.
The Debtors tapped Akin Gump Strauss Hauer & Feld LLP and Young
Conaway Stargatt & Taylor, LLP as counsel; Houlihan Lokey, Inc., as
financial advisor; BRG Capital Advisors LLC as investment banker;
Prime Clerk LLC as claims and noticing agent; and Crowe LLP as its
audit and tax advisor.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 17, 2019. Greenberg Traurig, LLP, is the
committee's legal counsel.
Jerry Seelig of Seelig + Cussigh HCO LLC was appointed as the
patient care ombudsman in the Debtors' cases. Perkins Coie LLP and
Morris James LLP represent the PCO as legal counsel.
IBIO INC: Robert Erwin to Step Down as President
------------------------------------------------
iBio, Inc. was advised by Robert L. Erwin of his intention to
resign as president of the Company, effective on Dec. 18, 2020.
Mr. Erwin will retain his position as a member of the Company's
Scientific Advisory Board.
About iBio Inc.
iBio, Inc. -- http://www.ibioinc.com-- is a full-service
plant-based expression biologics CDMO equipped to deliver
pre-clinical development through regulatory approval, commercial
product launch and on-going commercial phase requirements. iBio's
FastPharming expression system, iBio's proprietary approach to
plant-made pharmaceutical (PMP) production, can produce a range of
recombinant products including monoclonal antibodies, antigens
forsubunit vaccine design, lysosomal enzymes, virus-like particles
(VLP), blood factors and cytokines, scaffolds, maturogens and
materials for 3D bio-printing and bio-fabrication,
biopharmaceutical intermediates and others, as well as create and
produce proprietary derivatives of pre-existing products with
improved properties.
iBio reported a net loss attributable to the Company of $16.44
million for the year ended June 30, 2020, compared to a net loss
attributable to the company of $17.59 million. As of Sept. 30,
2020, the Company had $117.25 million in total assets, $37.21
million in total liabilities, and $80.04 million in total equity.
IMPRESA HOLDINGS: Sandra Gutierrez Resigns as Committee Member
--------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 announced that Sandra
Gutierrez, an unsecured creditor of Impresa Holdings Acquisition
Corp., resigned from the official committee of unsecured
creditors.
The remaining members of the committee are:
1. Morrells Aerospace
Attn: Rene Segovia
432 E. Euclid Avenue
Compton, CA 90222
Phone: 424-639-1024
rene@morrellsplating.com
2. Bowman Plating Co., Inc.
Attn: Mac Espandi
2631 E. 126th Street
Compton, CA 90222
Phone: 310-639-9393
mace@bowmanplating.com.
About Impresa Holdings
Impresa Holdings designs, manufactures, and supplies precision
sheet metal parts, CNC-machined components, and assemblies for
commercial jets, regional and business aircraft, military aircraft,
and civil/military helicopters. The company's services include
sheet metal fabrication, hydroform pressing, brake.
Impresa began operating in 1973 as Venture Aircraft and expanded
through a 2012 acquisition of Swift-Cor Aerospace. It then changed
its name Impresa Aerospace.
Operating from a production facility in Gardena, California,
Impresa provides machined parts, fabricated components, assembled
parts and tooling for the aerospace and defense industries. In
addition to Boeing, the debtor's customers include Spirit
AeroSystems, Raytheon, Northrop Grumman, Cessna, Lockheed Martin
and Gulfstream. It has provided parts and components for Boeing's
major airframes, including the 787, 777 and 747 as well as the
Airbus A380 and Gulfstream's G550 and G650 planes.
On Sept. 24, 2020, Impresa Holdings Acquisition Corp. and its
affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case
No. 20-12399). At the time of the filing, Impresa Holdings had
estimated assets of less than $50,000 and liabilities of between
$10 million and $50 million.
Robert J. Dehney, Matthew B. Harvey, Paige N. Topper and Taylor M.
Haga of Morris Nichols Arsht & Tunnell LLP, serve as counsel to
Impresa. Duff & Phelps Securities, LLC, is the investment banker.
Stretto is the claims agent.
INTELLIPHARMACEUTICS INT'L: Shareholders Elect Six Directors
------------------------------------------------------------
Intellipharmaceutics International Inc. reported that the six
nominees, each of whom was an incumbent director of the Company,
identified in the Management Information Circular dated Nov. 9,
2020 were elected as directors of the Company at the annual meeting
of shareholders held on Dec. 23, 2020.
The newly elected directors are:
(1) Dr. Isa Odidi;
(2) Dr. Amina Odidi;
(3) Bahadur Madhani;
(4) Kenneth Keirstead;
(5) Norman Betts; and
(6) Shawn Graham.
The shareholders also ratified and approved the reappointment of
MNP LLP, Chartered Professional Accountants as the Company's
auditors.
About Intellipharmaceutics
Intellipharmaceutics International Inc. is a pharmaceutical company
specializing in the research, development and manufacture of novel
and generic controlled-release and targeted-release oral solid
dosage drugs. The Company's patented Hypermatrix technology is a
multidimensional controlled-release drug delivery platform that can
be applied to a wide range of existing and new pharmaceuticals.
Intellipharmaceutics has developed several drug delivery systems
based on this technology platform, with a pipeline of products
(some of which have received FDA approval) in various stages of
development. The Company has ANDA and NDA 505(b)(2) drug product
candidates in its development pipeline. These include the
Company's abuse-deterrent oxycodone hydrochloride extended release
formulation ("Oxycodone ER") based on its proprietary nPODDDS novel
Point Of Divergence Drug Delivery System (for which an NDA has
been
filed with the FDA), and Regabatin XR (pregabalin extended-release
capsules).
MNP LLP, in Toronto, Ontario, the Company's auditor since 2016,
issued a "going concern" qualification in its report dated Feb. 28,
2020, citing that the Company has suffered recurring losses from
operations and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
INTERSTATE COMMODITIES: Taps Tabner Ryan as Special Counsel
-----------------------------------------------------------
Interstate Commodities, Inc. seeks approval from the U.S.
Bankruptcy Court for the Northern District of New York to hire
Tabner, Ryan & Keniry, LLP as special counsel.
The Debtor needs the firm's legal assistance in corporate,
employment and litigation matters that will arise during its
Chapter 11 case.
The firm will be paid at these rates:
Partners $340 - $375 per hour
Of Counsel $325 - $340 per hour
Associates $225 - $260 per hour
Paralegals $110 - $225 per hour
Tabner Ryan is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to a court
filing.
The firm can be reached at:
Thomas R. Fallati, Esq.
Tabner, Ryan & Keniry, LLP
18 Corporate Woods Blvd.
Albany, NY 12211
Phone: (518) 512-5307
Fax: (518) 465-5112
Email: trf@trklaw.com
trk@trklaw.com
About Interstate Commodities
Interstate Commodities Inc., a company engaged in the merchandise
of commodities, filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-11139) on
Aug. 26, 2020. Michael G. Piazza, chief operating officer, signed
the petition.
At the time of the filing, the Debtor disclosed $12,558,336 in
assets and $25,513,305 in liabilities.
Gerard R. Luckman, Esq., at Forchelli Deegan Terrana LLP, is the
Debtor's legal counsel.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Debtor's Chapter 11 case. The committee
tapped Lemery Greisler LLC as legal counsel and Bob Dohmeyer and
his company, Dohmeyer Valuation Corp., as business valuation
expert.
ION GEOPHYSICAL: Inks Restructuring Support Pact with Noteholders
-----------------------------------------------------------------
ION Geophysical Corporation has agreed to implement certain
restructuring transactions pursuant to a restructuring support
agreement with approximately 84% of the holders of its outstanding
9.125% Senior Secured Second Priority Notes due December 2021.
Chris Usher, ION's president and CEO, commented, "We are pleased to
have reached this restructuring support agreement with holders of
more than 85% of our outstanding bonds, which gives us the
opportunity to extend the December 2021 maturity by 4 years to 2025
and provides the potential to significantly de-lever as we perform
against our strategy in the coming years. Reducing financial
leverage has been a priority and this represents a key milestone
we've made toward that goal. My team and I appreciate the support
of our bondholders in this mutually beneficial deal, which also
provides our shareholders the opportunity to participate in a
Rights Offering for the new notes or additional shares to minimize
dilution from the transactions and which delivers liquidity for the
company."
"Once we complete these transactions, we will be able to focus on
executing our refined asset-light strategy to drive long-term
profitable growth in both core and new markets. The restructuring
will provide increased flexibility to operate the business through
the tail of the pandemic and to support our diversification
strategy as markets recover. We believe the combination of a more
robust balance sheet and streamlined cost structure will enable us
to maximize returns from our innovative technology and valuable
assets. ION will emerge stronger and more resilient."
The Restructuring Transactions consist of:
(i) an offer to exchange all outstanding Existing Second Lien
Notes, with each $1,000 principal amount of such Notes tendered
exchanged for (a) $150 in cash, (b) $850 of New Second Lien
Convertible Notes, subject to certain rights to instead deliver or
receive Common Stock, and (c) $35, at the Company's option, either
in (I) cash, (II) Common Stock, based on the 20 trading day VWAP
straddling this announcement (the "Deal Price"), or (III) New
Second Lien Convertible Notes, plus payment of all accrued and
unpaid interest; and
(ii) the granting of the right to all holders of ION's Common
Stock to participate in a rights offering to subscribe for a pro
rata share (with over-subscription rights) of up to $50 million of
New Second Lien Convertible Notes issued at par, or Common Stock
issued at the Deal Price. ION is in active dialogue with several
current and new investors about serving as a backstop party on the
Rights Offering, which backstop parties would be entitled to a
customary fee of no more than 5%.
The "New Second Lien Convertible Notes" will accrue interest at the
rate of 8.0% per annum, mature on Dec. 15, 2025, be secured on a
second-priority basis, subject to liens securing ION's obligations
under its existing credit agreement, and unconditionally guaranteed
by certain ION subsidiaries. Holders of the New Second Lien
Convertible Notes may convert all or any portion of their notes at
their option at any time prior to the maturity date. The
conversion price of the New Second Lien Convertible Notes shall be
a 25% premium to the Deal Price but shall be no lower than $1.80
per share and no higher than $3.00 per share. ION will have the
right, on or after the 18 month anniversary of the issue date, to
convert all or part of the outstanding New Second Lien Convertible
Notes if ION’s Common Stock has a 20 trading day VWAP of at least
175% of the conversion price then in effect. Holders of the New
Second Lien Convertible Notes will also be entitled to certain
voting rights and the right to designate two independent directors
to ION's Board of Directors.
In connection with the Restructuring Transactions, ION has agreed
to seek shareholder approval to, among other things, increase the
number of its authorized shares available for issuance. ION
intends to hold a special shareholder meeting in February and
consummate the Exchange Offer and Rights Offering as soon as
practicable thereafter, subject to the conditions detailed in the
Restructuring Support Agreement.
A full-text copy of the Restructuring Support Agreement is
available for free at:
https://www.sec.gov/Archives/edgar/data/866609/000086660920000078/exhibit101restructuringsup.htm
About ION
Headquartered in Houston, Texas, ION -- http://www.iongeo.com/--
is an innovative, asset light global technology company that
delivers powerful data-driven decision-making offerings to offshore
energy, ports and defense industries. The Company is entering a
fourth industrial revolution where technology is fundamentally
changing how decisions are made. Decision-making is shifting from
what was historically an art to a science.
ION incurred net losses of $47.21 million in 2019, $70.40 million
in 2018, and $29.38 million in 2017. As of Dec. 31, 2019, the
Company had $233.2 million in total assets, $267.8 million in total
liabilities, and a total deficit of $34.63 million.
ION Geophysical received a written notice from the New York Stock
Exchange on March 30, 2020, that the Company is not in compliance
with the continued listing standards set forth in Section 802.01B
of the NYSE Listed Company Manual. ION is considered below
criteria established by the NYSE for continued listing because its
average market capitalization has been less than $50 million over a
consecutive 30 trading-day period, and at the same time its last
reported stockholders' equity was below $50 million. The
Company's
market capitalization was above $50 million prior to the
precipitous stock market decline that was triggered by the COVID-19
pandemic.
* * *
As reported by the TCR on March 2, 2020, S&P Global Ratings
affirmed the 'CCC+' issuer credit rating on ION Geophysical. The
rating agency revised the outlook to negative from stable. "Our
outlook revision to negative reflects the company's need to
refinance its second-lien notes due in December 2021 as capital
markets for oil and gas service companies remain challenging," S&P
said.
ITHRIVE HEALTH: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: iThrive Health, LLC
DBA Village Green Apothecary
5415 Cedar Lane
Bethesda, MD 20814
Business Description: iThrive Health, LLC Village Green Apothecary
-- https://myvillagegreen.com -- is a
pharmacy in Bethesda, Maryland that
provides prescription drugs, over-the-
counter medications, individualized
nutrition, and healthy living products.
Chapter 11 Petition Date: December 28, 2020
Court: United States Bankruptcy Court
District of Maryland
Case No.: 20-21017
Judge: Hon. Thomas J. Catliota
Debtor's Counsel: Janet M. Nesse, Esq.,
MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN &
LYNCH, P.A.
6411 Ivy Lane, Ste. 200
Greenbelt, MD 20770
Tel: (301) 441-2420
Email: jnesse@mhlawyers.com
Total Assets: $1,015,452
Total Liabilities: $6,499,080
The petition was signed by Marc Isaacson, managing member.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/PVU3LQY/iThrive_Health_LLC__mdbke-20-21017__0001.0.pdf?mcid=tGE4TAMA
JAMCO SERVICES: U.S. Trustee Unable to Appoint Committee
--------------------------------------------------------
The Office of the U.S. Trustee disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Jamco Services, LLC.
About Jamco Services
Jamco Services, LLC, which conducts business under the name Jam
Construction, is a full-service heavy equipment construction
company. Its services include drilling construction, frac pit
construction, site remediation, oilfield construction, game
fencing, pit lining and oilfield construction. Visit
https://www.jamcoservices.com/ for more information.
Jamco Services sought Chapter 11 protection (Bankr. W.D. Tex. Case
No. 20-70142) on Nov. 25, 2020. The Debtor was estimated to have
$1 million to $10 million in assets and liabilities. Condon Tobin
Sladek Thornton, PLLC, led by James Seth Moore, is the Debtor's
counsel.
JAZZ ACQUISITION: S&P Downgrades ICR to 'CCC+'; Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered all of its ratings on Jazz Acquisition
Inc. by one notch, including lowering its issuer credit rating to
'CCC+' from 'B-'.
At the same time, S&P is assigning its 'CCC+' issue-level rating
and '4' recovery rating to Jazz's $50 million incremental
first-lien term loan due 2027 and $30 million delayed draw
first-lien term loan due 2027. The '4' recovery rating indicates
S&P's expectation for average (30%-50%; rounded estimate: 40%)
recovery in a default scenario.
Jazz's credit metrics will likely remain weak through 2021. As a
commercial aerospace aftermarket company, Jazz's revenue and
earnings are being significantly affected by the substantial
decline in air travel due to the pandemic. Airlines have also
grounded many aircraft and delayed their maintenance as much as
possible, which has negatively affected all of the company's
business segments.
S&P said, "Because of this, we expect aftermarket demand to recover
at a slower pace than air travel and believe it will take some time
for industry volume to recover to 2019 levels. We now anticipate a
significant decline in Jazz's earnings, a slow recovery in its
demand, and higher debt levels to support its liquidity. This leads
us to expect that the company's credit metrics will remain weak for
the next few years, with debt to EBITDA of more than 10x for 2020
before improving slightly below 10x in 2021."
The incremental term loan and delayed draw facility improve the
company's liquidity. Jazz used the proceeds from the $50 million
incremental term loan, along with cash on hand, to fully repay its
outstanding revolver drawings. The company now has about $24
million of cash on hand and access to the $30 million delayed draw
facility, which will remain available until September 2021. The $75
million revolver is now fully undrawn but Jazz's availability could
be limited by its covenants. Nonetheless, S&P believes that the
company's cash on hand, the availability under its revolver and
delayed draw term loan, and neutral to slightly positive free cash
flow generation will likely be sufficient to meet its cash uses.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P said, "Our negative outlook on Jazz reflects that its credit
metrics and liquidity could weaken further if air travel remains
depressed for longer than we previously expected due to the
pandemic. We now expect the company's debt to EBITDA to be above
10x in 2020 before improving slightly below 10x in 2021."
"We could lower our ratings on Jazz if we expect it to default in
12 months due to a near-term liquidity crisis or if we believe it
is considering a distressed exchange offer or redemption. Such a
liquidity crisis would likely occur because the coronavirus
pandemic has a more severe effect on the company's earnings and
free cash flow than we currently forecast."
"We could revise our outlook on Jazz to stable over the next 12
months if we see a path for it to reduce its debt to EBITDA to 8x
and believe it will be at least free cash flow neutral. This would
likely occur because of a quicker-than-expected recovery in
aftermarket demand."
JC PENNEY: Egan-Jones Withdraws D Senior Unsecured Ratings
----------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2020, withdrew its 'D'
foreign currency and local currency senior unsecured ratings on
debt issued by JC Penney Company Inc.
Headquartered in Plano, Texas, J. C. Penney Company, Inc., through
its subsidiary, operates department stores in the United States and
Puerto Rico.
JEMISON, AL: S&P Raises 2016A Revenue Warrants Rating to 'BB-'
--------------------------------------------------------------
S&P Global Ratings raised its rating to 'BB-' from 'B+' on Jemison,
Ala.'s series 2016A water and sewer revenue warrants. As of the end
of fiscal 2019, the city had $2.5 million in revenue debt
outstanding. The outlook is positive.
"The upgrade reflects management's segregation of debt service
funds for water and sewer revenue debt and general fund
obligations; a re-statement of historical debt service payments
made by the waterworks and sewer fund, slightly improving debt
service coverage; and our expectation that recent rate increases
and approved future rate increases will generate a trend of at
least DSC sufficiency," said S&P Global Ratings credit analyst
Melody Vinje.
Based on its review of the revised coverage metrics, management
financial projections, and limited capital needs, S&P believes it
is less vulnerable to financial impairment than in the past.
However, S&P notes the system does have limited financial capacity
and is in a weakened economy that could further weaken from the
impacts of changing economic conditions caused by COVID-19.
The positive outlook reflects S&P's expectation the system will
produce debt service coverage at sufficiency starting in fiscal
2021, and management will continue to implement pre-approved rate
increases to generate net revenues supportive of the waterworks and
sewer fund fixed-cost obligations. Based on projections, S&P
anticipates the system will report surplus net revenues and build
cash balances in future fiscal years.
JW ALUMINUM: S&P Cuts ICR to 'CCC+' Due to Weakened Credit Metrics
------------------------------------------------------------------
S&P Global Ratings lowered its issuer credit and issue-level
ratings on U.S.-based manufacturer JW Aluminum Continuous Cast Co.
(JWA) to 'CCC+' from 'B-'. S&P's recovery rating remains '3'.
S&P said, "The developing outlook reflects the equal probability we
could lower or raise our ratings dependent upon the company being
able to return Mount Holly to full production capacity without
further disruptions, while maintaining adequate liquidity."
"We have downgraded JWA because of potentially weak cash flow and
tight liquidity over the next 12 months caused by three fires at
Mount Holly. Credit metrics are currently pressured, the company
will end 2020 with S&P adjusted leverage over 10x and EBITDA
interest coverage less than 1x. We believe credit metrics will
improve from current levels in 2021 but remain weak over the next
three-to-six months, as Mount Holly get back up to speed. The Mount
Holly plant produces the majority of JWA's total volumes. At the
time of the first fire in early August, JWA was in the process of
completing its $200 million Mount Holly expansion (Project
Boilermaker) that would bring four melting furnaces, two holding
furnaces, a new caster, and hot mill online. JWA was going to run
both its legacy casting assets and Boilermaker assets concurrently,
until the ramp-up was completed. However, the company idled its
legacy assets due to the first fire. A second fire occurred in late
August in Boilermaker's bag house #2, with a third fire occurring
in early December in Boilermaker's bag house #1. It is our
understanding that repairs on bag house #2 have been completed, and
bag house #1 will be fully repaired by the end of March. We expect
the Mount Holly plant to continue to run while repairs are ongoing.
However, we expect the operation to be less efficient, with some
strains on capacity until repairs are complete."
JWA is at higher risk of breaching its financial covenant given
tightened headroom and weakened liquidity. In October 2020, the
company amended its asset-based loan (ABL) credit facility and
received a holiday on its financial covenant requirements until
Jan. 31, 2021.
S&P said, "However, we believe the risk of a covenant breach would
remain through at least the end of the first quarter of 2021.
Although this is not our base case, in the event of a covenant
breach the company could be required to accelerate repayment of its
outstanding debt, which JWA would not have the funds to meet. Given
the company's limited EBITDA generation over the past several
months, liquidity has also tightened. Borrowing capacity under the
company's ABL was less than $10 million at the end of its third
quarter, due to a decreased borrowing base and a minimum
availability requirement. We are forecasting that JWA will start
next year with about $15 million in liquidity, following its senior
notes add-on in October, though insurance proceeds from the fires
could boost liquidity further, the timing of any proceeds is
unknown. We estimate the company's fixed charge obligations in 2021
to include about $30 million of cash interest, paid semimanual in
May and November, as well as an estimated $10 to $15 million in
capital spending needs."
Credit metrics may rebound if the company is able to complete its
repairs at Mount Holly and ramp up the facility by mid-2021.
Credit metrics have the potential by year-end 2021 to return to
2019 levels, when S&P adjusted leverage was about 4x, and EBITDA
interest coverage was about 2x. It is dependent upon JWA continuing
to work through the operational issues at Mount Holly and complete
the ramp-up of the Boilermaker assets without further incident.
Overall end-market demand for JWA remains strong with a steady
rebound seen in building products and heating, ventilation, and air
conditioning (HVAC), the company's two largest markets.
S&P said, "We believe there are significant market opportunities
given the ongoing recovery in homebuilding and residential
construction, although we note these industries are still highly
cyclical in nature. Additionally, we expect Boilermaker to yield
cost savings for the company because the new assets would use a
higher percentage of lower-priced aluminum scrap as opposed to
primary aluminum as a key raw input." However, JWA is still exposed
to fluctuations in metals prices. Although, the company's fee-based
pass-through pricing model limits its exposure to metal price
volatility, it still has considerable exposure to aluminum prices
and in certain situations might not be able to pass on sudden
variations to its customers, leading to potential swings in credit
metrics."
"The developing outlook reflects the equal probability we could
lower or raise our ratings dependent upon the company being able to
return Mount Holly to full production capacity without further
disruptions, while maintaining adequate liquidity and improving
cash flow in 2021."
S&P could downgrade JWA if:
-- The company breaches its financial covenant, particularly if
this results in the acceleration of outstanding debt;
-- S&P no longer expect the company could have enough liquidity to
maintain operations through 2021; or
-- Further operational disruptions at Mount Holly delay the
company's recovery.
S&P could raise its ratings on JWA if:
-- The company completes its repairs at Mount Holly without
further delays or disruptions.
S&P viewed the company liquidity position as adequate, potentially
with the benefit of insurance proceeds, such that JWA can meet its
fixed-charge obligations over the next 12 months.
KENTUCKIANA MEDICAL: Judgment Favoring Federal Insurance Affirmed
-----------------------------------------------------------------
The Court of Appeals of Kentucky affirmed the summary judgment
entered by the Jefferson Circuit Court in favor of Federal
Insurance Company.
The Circuit Court concluded that the terms of an insurance policy
issued by Federal Insurance were unambiguous and excluded coverage
for the claims asserted against Christodulos Stavens, Eli R.
Hallal, Badr Idbeis, and Cardiovascular Hospitals of America, LLC
(CHA) by Abdul Buridi, a Louisville physician.
Dr. Buridi's claims against the insureds relate to his investment
in Kentuckiana Medical Center, LLC, a physician-owned facility
developed and located in Clarksville, Indiana. The hospital was
formed by two members: CHA and Kentuckiana Investors, LLC (KI).
CHA, a Delaware limited liability company, was headquartered in
Kansas. Idbeis, a Kansas physician, held a majority of the voting
shares of CHA and managed the company. CHA maintained a
controlling interest in Kentuckiana Medical, and Idbeis served on
the hospital's board of managers. CHA also developed or owned and
managed other medical facilities.
KI, a Delaware limited liability company, was organized by more
than 30 physician investors. Among its members were Stavens, a
Louisville cardiologist, and Hallal, an internist from New Albany,
Indiana -- who together owned nearly 27% of KI. After the other
physician investors, KI held the remaining minority interest in
Kentuckiana Medical. Stavens and Hallal were managing members of
KI and would eventually become managing members of the hospital.
Dr. Buridi, a nephrologist practicing in Louisville, also had
patients in the southern Indiana area. In 2007, Dr. Buridi
purchased a single share of KI representing a 1.0417% ownership in
the company.
Kentuckiana Medical's construction loan proceeds and working
capital were exhausted before the project was completed. In order
to obtain additional funding, the physician investors of KI agreed
to guarantee personally various loans and other financial
obligations of the hospital to lenders and equipment providers.
The executed guarantees provided for joint and several liability.
In addition, many of the physician investors loaned cash to KI.
Dr. Buridi loaned KI and/or Kentuckiana Medical $25,000 for which
he received a promissory note signed by Stavens and Hallal. The
hospital finally opened to patients in August of 2009.
For numerous reasons, the hospital continued to be plagued by
financial difficulties. Pursuant to their personal guarantees, Dr.
Buridi and other investors were eventually pursued by the
hospital's creditors. In September 2010, Kentuckiana Medical
initiated Chapter 11 bankruptcy proceedings.
In February 2011, Dr. Buridi, in his individual capacity, filed an
action in the Jefferson Circuit Court against CHA, Stavens, Hallal,
and Idbeis. Along with claims for conversion and unjust
enrichment, Dr. Buridi alleged that Stavens and Hallal engaged in
fraudulent misrepresentation and breached their fiduciary duties to
him in the development and management of the hospital. He also
sought to recover on the promissory note executed by Stavens and
Hallal in connection with his loan of $25,000 to KI. In 2012, Dr.
Buridi amended his complaint to assert derivative claims on behalf
of KI.
Stavens, Hallal, Newsom, and Idbeis were insured under a policy
issued by Federal Insurance to CHA, which extended to the
hospital's directors and officers by virtue of the hospital's
status as CHA's subsidiary. The insureds timely notified Federal
Insurance of the action against them. However, Federal Insurance
promptly denied coverage and declined to indemnify its insureds for
the litigation costs incurred as a result of defending the action
against them. Federal Insurance contended that coverage was
excluded under both the contractual liability provision of the
policy and the "insured versus insured" provision of the policy.
The insureds argued that the exclusions were inapplicable and/or
unenforceable.
In June 2012, Stavens, Hallal, Idbeis, and CHA filed a third-party
complaint against Willis of Greater Kansas, Inc., an insurance
broker, Chubb & Son, Inc., a group of insurance companies of which
Federal Insurance was a subsidiary, and Federal Insurance.
On April 24, 2013, Stavens, Hallal, Idbeis, and CHA filed a motion
for partial summary judgment in the third-party action. Federal
Insurance filed a competing motion for summary judgment on May 31,
2013. In its opinion and order entered on April 13, 2015, the
Jefferson Circuit Court concluded that the terms of the policy were
not ambiguous. It determined that as a member of the hospital's
staff, Dr. Buridi also qualified as an insured under the terms of
the policy and that the policy provision excluding coverage for
"insured versus insured" actions was applicable and enforceable.
The Court denied the insureds' motion for partial summary judgment
and concluded that Federal Insurance was entitled to judgment as a
matter of law.
The insureds appealed the judgment of the Jefferson Circuit Court,
arguing that the policy's ambiguous terms purporting to exclude
coverage, coupled with facts and circumstances that create a
reasonable expectation of coverage, mean that the policy must be
interpreted to provide them coverage.
Federal Insurance argued that there is no conflict in the
substantive law governing the narrow issue presented on appeal,
i.e., whether the terms of its insurance contract are ambiguous.
The Appellate Court found that Federal Insurance issued a
Healthcare Portfolio Insurance Policy to CHA. The parties agreed
that the policy expressly excludes from coverage claims brought by
insureds against other insureds. The parties further agreed that
the policy defines "Insured Person" to include, among others, a
member of the staff of CHA or one of its subsidiaries. Kentuckiana
Medical is a subsidiary of CHA.
The question on appeal was whether Dr. Buridi qualified as a
"member of the staff or faculty" of Kentuckiana Medical.
While the insureds conceded that Dr. Buridi was granted and
exercised staff privileges at the hospital, they argued that Dr.
Buridi was not really a member of the hospital staff. They
contended that the term is not specifically defined, is susceptible
of multiple, reasonable interpretations and that it is, therefore,
ambiguous. Federal Insurance contended that the term staff is a
simple, ordinary word that is not rendered ambiguous in this
context by a failure to define it specifically.
The Appellate Court found that Dr. Buridi applied for and was
granted staff privileges at the hospital. Thus, along with other
medical staff, he was authorized to care for patients within the
facility. And although he was not a hospital employee, as a member
of Kentuckiana Medical's staff, he was given access to its
resources -- including facilities, equipment, and personnel. Dr.
Buridi assumed a level of authority there, and he was integral to
the hospital's mission of providing patient care.
The Appellate Court thus held that the Circuit Court did not err by
concluding that the disputed policy provisions was unambiguous.
In the alternative, the insureds contended that coverage must be
extended because they reasonably expected that the policy would
provide liability coverage for any shareholder derivative action
asserted against them.
However, contrary to the insureds' suggestion, the Appellate Court
found that the "insured versus insured" exclusion does not render
the coverage illusory. The Court explained that shareholder
derivative actions can commonly be brought by stakeholders who are
not insureds under their company's coverage policy.
The case is CHRISTODULOS STAVENS; BADR IDBEIS; CARDIOVASCULAR
HOSPITALS OF AMERICA; ELI R. HALLAL; AND PAUL NEWSOM, Appellants,
v. FEDERAL INSURANCE COMPANY, Appellee, No. 2019-CA-1433-MR (K.Y.
App.).
A full-text copy of the Opinion, dated December 18, 2020, is
available at https://tinyurl.com/y6vtkcmx from Leagle.com.
The appellants are represented by:
Theodore W. Walton, Esq.
517 W Ormsby Ave.
Louisville, KY 40203
Tel: (502)561-0085
The appellee is represented by:
Gary Gassman, Esq.
Janet R. Davis, Esq.
123 North Wacker Drive
Suite 1800
Chicago, IL 60606
Tel: (312)382-3100
Email: ggassman@cozen.com
jrdavis@cozen.com
-- and --
Charles H. Cassis, Esq.
Aida Almasalkhi, Esq.
Norton Commons
9301 Dayflower Street
Prospect, KY 40059
Tel: (502)589-4440
Email: ccassis@goldbergsimpson.com
About Kentuckiana Medical Center LLC
Clarksville, Indiana-based Kentuckiana Medical Center LLC filed for
Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No.
10-93039) on Sept. 19, 2010. David M. Cantor, Esq., at Seiller
Waterman LLC, represents the Debtor. The Debtor scheduled
$9,496,899 in assets, and $25,029,083 in liabilities.
Nancy J. Gargula, the U.S. Trustee for Region 10, appointed three
members to the Official Committee of Unsecured Creditors in the
Debtor's Chapter 11 cases.
KINSER GROUP: Court Finds Hotel Valuations Total $5.758 MM
----------------------------------------------------------
Judge Daniel P. Collins of the United States Bankruptcy Court for
the District of Arizona has determined that Kinser Group, LLC's
Holiday Inn in Bloomington, Indiana and accompanying personal
property had a fair market value of $3.9 million, while the
adjacent Comfort Inn and accompanying personal property had a fair
market value of $1.848 million.
Kinser Group's Third Amended Chapter 11 Plan has been set for
confirmation hearing on January 4, 2021 at 11:00 a.m. In an effort
to determine the secured and unsecured claims of First Financial
Bank in its Plan, Kinser Group filed a Motion to Determine Secured
Claim of First Financial Bank Pursuant to Fed. R. Bankr. P. 3012
and Request for Evidentiary Hearing on September 8, 2020.
For purposes of the Valuation Motion, the parties have agreed that
First Financial Bank holds perfected lien positions in the amount
of $7,503,234.29, as of the petition date, August 14, 2020, against
the Holiday Inn and Comfort Inn, together with accompanying
personal property. The parties have also agreed that the October
7, 2020 valuation of the hotels will control the amount of the
bank's secured claim and unsecured claim, if any. Both hotels were
previously bought by Kinser Group in January of 2017.
Judge Collins heard testimony from one of the Debtor's principals,
Kenneth Edwards, the Debtor's valuation expert, Randall Clemson of
Kidder Matthews, and the Bank's valuation expert, Rajesh Shah of
Cushman Wakefield.
All of the witnesses testified that a hotel's ability to generate
net revenues for its owners is the principal factor driving the
market value of the hotel. This is what investors focus upon when
buying and selling hotels. A hotel's net operating income (NOI)
and the capitalization rates applied by an appraiser to those NOI's
are figures estimated by an appraiser in utilizing the so-called
the Income Approach to valuation.
Edwards is one of the owners of Century Hospitality, 50% owner of
the Kinser Group. He is the debtor's managing member. Edwards
testified that some of the primary pricing metrics in valuing a
hotel are occupancy, average daily rate (ADR) and "RevPar." RevPar
is defined as occupancy times ADR. Edwards testified that the
Holiday Inn presently has a valuation of $3.3 million for county
tax purposes while the Comfort Inn's county tax value is $1.5
million. Edwards also testified that the debtor's Comfort Inn is
worth "$20,000/key" (i.e., per room) or $1.3 to $1.4 million and
that the Holiday Inn is worth $2.4 million.
Clemson is a manager at Kidder Mathews in its Phoenix office and
has been with that firm for 15 to 16 years. He is an appraiser
licensed in Arizona and California and, for the purposes of
appraising the hotels, he is temporarily licensed in Indiana.
Clemson has testified in bankruptcy and state courts about 20
times. Approximately 20% of his appraisal practice concerns
valuations of hotel properties. Clemson categorizes the debtor's
Holiday Inn as a full-service hotel (food, beverage and meeting
space) while the Comfort Inn is a limited-service hotel (no meeting
space or restaurant and limited snack and sundries for sale on
site).
Clemson relied on the Income Capitalization Approach in reaching
the "as is" value of the hotels. RevPar was the principal tool
utilized in Clemson's valuations. His projected increase in
occupancy was tied to the general consensus that it will take 3 to
5 years for these Hotels to recover from the impacts of COVID-19.
Clemson prepared two valuation reports, one reflecting the
Valuation Date fair market value of the debtor's Holiday Inn at
$3,010,000 and the other indicating the fair market value of the
debtor's Comfort Inn at $1,540,000 for an aggregate value of
$4,550,000.
Shah is an executive director of Hospitality and Gaming and Sports
and Entertainment in Cushman & Wakefield's Valuation & Advisory
Division. He has been with Cushman since 2015 and is based in
Columbus, Ohio. Shah is a Member of the Appraisal Institute (MAI),
is a certified general appraiser in Indiana and 7 other states and
has published 6 appraisal related articles. Virtually all of
Shah's appraisal practice is devoted to appraising hotels.
According to Shah, the determination of the value of a hotel
requires an assumption that the hotel is sold on the effective date
of the appraisal. Shah testified that the primary appraisal
approach to hotel valuations is the Income Capitalization Approach.
In April 2019, Shah valued the Comfort Inn at $3.8 million and in
October 2020, he valued the hotel at $2.7 million. In April 2019,
Shah valued the Holiday Inn at $8.1 million and in October 2020, at
$5.5 million. Shah, therefore, valued the Bank's collateral in the
aggregate at $8.2 million.
Kinser Group's Plan, however, does not propose a sale of either
hotel. Rather, the Plan proposes that the debtor will retain the
hotels and restructure the debtor's obligations over an extended
period of assumption that the hotels are sold on the Valuation Date
and would be required to embark into a Property Improvement Plan of
$3 million to be completed within 1 year. Thus, even though Shah
is imminently qualified, Judge Collins found that Shah's assumed
Valuation Date sales of both hotels renders his appraisals
defective, at least for the purposes of the Court's valuation under
Section 506(a) of the Bankruptcy Code. Accordingly, Judge Collins
gave less weight to Shah's appraisals, more weight to Clemson's
appraisals and some weight to Edwards' valuations.
Judge Collins thus held that the Bank failed to meet its burden of
proof that the hotels are collectively worth $8.2 million. The
judge looked more to the Clemson valuation reports and determined
that the Valuation Date market value of the Comfort Inn was
$1,848,000 and the Holiday Inn was $3,900,000. The Bank's secured
claim, therefore, totals $5.748 million and its Petition Date
unsecured claim totaled $1,755,234.29.
The case is In re: KINSER GROUP LLC, Chapter 11 Proceedings,
Debtor, Case No. 2:20-bk-09355-DPC (Bankr. D. Ariz.).
A full-text copy of the Order, dated December 18, 2020, is
available at https://tinyurl.com/y9wcyn74 from Leagle.com.
About Kinser Group LLC
Kinser Group LLC is in the hotels and motels business.
Kinser Group LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
20-09355) on Aug. 14, 2020. In the petition signed by Kenneth L.
Edwards, manager, the Debtor was estimated to have $1 million to
$10 million in both assets and liabilities. Isaac M. Gabriel,
Esq., at QUARLES & BRADY LLP, represents the Debtor.
KLAUSNER LUMBER TWO: US Trustee Announces New Rep for LSAB Sverige
------------------------------------------------------------------
The U.S. Trustee for Regions 3 and 9 announced in a court filing
that Jimmy Weiborn is the new representative for LSAB Sverige
Forsalning AB, a member of the official committee of unsecured
creditors appointed in Klausner Lumber Two LLC's Chapter 11 case.
Mr. Weiborn can be reached at:
Jimmy Weiborn
LSAB Sverige Forsalning AB
J A Wettergrens gata 7, SE-421 30
Vastra Frolunda, Sweden
Phone: +46 470-73-30-84
Jimmy.Weiborn@lsab.se
About Klausner Lumber Two
Klausner Lumber Two, LLC, a sawmill company in Enfield, N.C.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
D. Del. Case No. 20-11518) on June 10, 2020. Robert Prusak, chief
restructuring officer, signed the petition. At the time of the
filing, Debtor had estimated assets of between $10 million and $50
million and liabilities of between $100 million and $500 million.
Judge Karen B. Owens oversees the case.
The Debtor tapped Westerman Ball Ederer Miller Zucker & Sharfstein,
LLP and Morris, Nichols, Arsht & Tunnell, LLP as its bankruptcy
counsel, Asgaard Capital LLC as restructuring advisor, and Cypress
Holdings LLC as investment banker.
The U.S. Trustee for the District of Delaware appointed a committee
of unsecured creditors in the Debtor's Chapter 11 case on June 25,
2020. Elliott Greenleaf, P.C. and EisnerAmper LLP serve as the
committee's legal counsel and financial advisor, respectively.
LAND O'LAKES: Moody's Affirms Ba1 Rating on Preferred Stock
-----------------------------------------------------------
Moody's Investors Service affirmed Land O'Lakes, Inc.'s Baa3 Senior
Unsecured Rating. At the same time, Moody's also affirmed Land
O'Lakes Capital Trust I preferred stock's Ba1 rating. The outlook
is stable.
While Land O'Lakes has been negatively impacted by the disruptions
caused by the coronavirus, Moody's affirmed the ratings as the
company was able to maintain its margins by shifting production in
its facilities to focus on the retail side of the business in order
to support high consumer demands for butter and cheese driven by
increased at-home baking. By doing this, the company was able to
offset a slowdown in demand from its food service customers, such
as schools and restaurants, which were impacted by the coronavirus
pandemic.
Moody's also affirmed the ratings because the company maintains
good liquidity to manage operating performance volatility, and
Moody's projects debt-to-EBITDA leverage to be maintained below
3.0x at the end of each fiscal year. Moody's expects Land O'Lakes
to experience low single-digit annual growth in topline in the next
few years and for earnings margins to remain steady in the
low-to-mid single digits.
The following ratings/assessments are affected by today's action:
Affirmations:
Issuer: Land O'Lakes, Inc.
Senior Unsecured Notes, Affirmed Baa3
Issuer: Land O'Lakes Capital Trust I
GTD Preferred Stock, Affirmed Ba1
Outlook Actions:
Issuer: Land O'Lakes, Inc.
Outlook, Remains Stable
Issuer: Land O'Lakes Capital Trust I
Outlook, Remains Stable
RATINGS RATIONALE
Land O' Lakes' credit quality benefits from its good market
position in three sizeable business segments, which helps insulate
the company from weakness in any one segment. Land O' Lakes also
benefits from economies of scale that translates into lower supply
costs for its members and more efficient marketing for its members'
milk. Moody's projects earnings will improve in 2020 from a
challenging 2019 because of stronger performance in the dairy and
feed businesses. Profits in the crop inputs business were
restrained by low commodity prices in 2020, but good demand from
farmers in the pre-buying season suggests improved performance in
2021. Financial leverage is moderate, and Moodys expects
debt/EBITDA to be maintained in the 2.5x to 3.0x range at year end,
but fluctuate above that range during the year due to seasonal
working capital needs. Land O' Lakes experiences a large working
capital improvement in the fourth quarter as a result of larger
volumes of Dairy receivables that are collected in November and
December due to the high demands of butter, cheese, and other
retail consumables during the holiday season.The company also
collects advances from farmers and makes prepayments to vendors for
seed and crop protection products in part to take advantage of
purchase discounts. The amount of these payments fluctuate
seasonally and are high around year end in advance of the spring
planting season. Moody's considers any excess of customer advances
over vendor prepayments, to the extent not held as cash, to be
debt-like and included in debt if material.
The credit profile reflects Land O'Lakes ability to elect to reduce
payments to members in order to conserve cash needed for debt
service in a stress scenario, and debt agreements that require
payments to members that are part of its equity program (such as
patronage and revolvement) to be subordinated to creditors.
Reinvestment needs are meaningful to maintain competitive,
efficient, and clean processing facilities and distribution
capabilities in support of member operations.
Liquidity is good and near-term debt maturities are manageable.
Land O'Lakes' credit quality is constrained by the low margin
commodity nature of the majority of its businesses with operating
margins around 3%. Earnings are also subject to volatility related
to commodity prices on both the sale and supply sides of the
business, farm income, and uncontrollable factors such as weather.
Credit quality is also constrained by a complex governance
structure that could impede quick decision making. In addition, as
a cooperative, the company has limited access to equity capital
markets.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Our analysis has considered the effect on the performance of
corporate assets from the current weak US economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous, and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around our forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
In terms of social considerations, among other actions the company
donates a portion of its pretax profits to the Land O'Lakes
Foundation. This foundation serves many communities in which the
cooperative's members and employees live and work. The foundation
works towards fighting hunger, supporting education, and
strengthening communities.
In terms of environmental considerations, through Land O'Lakes
SUSTAIN the company is working to track and develop solutions
related to on-farm sustainability. An example of Land O'Lakes
SUSTAIN's actions is its collaboration with California Bioenergy
LLC to make barn-to-biogas a reality in California.
In terms of governance, Land O'Lakes has a complex governance
structure compared to non-cooperative entities that could impede
quick decision making. The cooperative currently has 28 board
members, most of whom are owners as well as customers or suppliers.
Board members represent farmers from various geographic locations.
This creates conflicts of interest that must be effectively
managed. There is the potential for disagreement when industry
conditions vary among regions, or if there is an effort to expand
or contract operations in a certain region.
Moody's expects Land O'Lakes will maintain a relatively
conservative financial policy including low leverage. The
cooperative's fiscal year end target leverage has been around 2.5x
debt/EBITDA (company calculated; 2.6x at FYE 2019). The business is
capital intensive and low leverage ensures investment flexibility
and helps manage the inherent volatility in agricultural commodity
businesses.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's view that the company will
maintain moderate financial leverage and remain focused on its core
business segments. The stable outlook also incorporates Moody's
view that the company will maintain sufficient liquidity to manage
working capital needs and the volatility in agricultural markets.
Ratings could be downgraded if there is a deterioration in
operating performance or liquidity, there is a shift in industry
fundamentals, regulation, or the cooperative governance structure
or membership levels that adversely affects Land O'Lakes business,
acquisitions increase business risk, or Debt / EBITDA is sustained
above 3.0x. Average debt-to-EBITDA leverage that increases over
time or rises more meaningfully above 3.0x over the course of the
year could also lead to a downgrade.
Ratings could be upgraded if the company continues to focus on
effectively managing core businesses, there is a significant
reduction in cash flow volatility, and Debt / EBITDA is sustained
below 2.0x.
The principal methodology used in these ratings was Protein and
Agriculture published in May 2019.
Land O'Lakes is a large agricultural cooperative that provides an
extensive line of agricultural supplies (seed and crop protection
products) and services to farmers under its Winfield brand. It also
produces a full line of dairy based consumer, foodservice, and food
ingredient products. Some of these products are marketed under
well-known brand names including "LAND O' LAKES". The cooperative
also produces animal feed for both the commercial and consumer
markets. It sells its animal feed products (other than dog and cat
food) under brand names including Purina. Revenues were $13.8
billion for the 12 months ending September 30, 2020.
LEGACY RESERVES: Egan-Jones Withdraws D Senior Unsecured Ratings
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 17, 2020, withdrew its 'D'
foreign currency and local currency senior unsecured ratings on
debt issued by Legacy Reserves LP. EJR also withdrew its 'D' rating
on commercial paper issued by the Company.
Headquartered in Midland, Texas, Legacy Reserves LP, an independent
oil and natural gas limited partnership, engages in the acquisition
and development of oil and natural gas properties primarily located
in the Permian Basin, Mid-Continent, and Rocky Mountain regions of
the United States.
LUCKY'S MARKET: Court Approves Chapter 11 Liquidation Plan
----------------------------------------------------------
Law360 reports that a Delaware judge on Wednesday, Dec. 23, 2020,
approved the Chapter 11 liquidation plan for organic food retailer
Lucky's Market with creditors positioned to receive distributions
following the roughly $50 million sale of most of its assets
through a series of transactions earlier this year.
During a virtual hearing, U.S. Bankruptcy Judge John T. Dorsey gave
his nod to the plan, ruling it is in "the best interest of
creditors" and was "proposed in good faith."
"This is a fairly standard liquidating plan," Lucky's attorney
Christopher A. Ward of Polsinelli PC told the judge.
About Lucky's Market
Lucky's Market Parent Company, LLC -- https://www.luckysmarket.com/
-- together with its owned direct and indirect subsidiaries, is a
specialty grocery store chain offering a broad range of grocery
items through the Company's "L" private label. Each of the
company's stores has full-service departments, which include
produce, meat, seafood, culinary, apothecary, beer and wine, and
grocery. In addition to the stores, the company operates a produce
warehouse in Orlando, Fla., to supply nearly all produce for its
Florida and Georgia stores.
Lucky's Market Parent and 21 of its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. Del., Lead Case No.
20-10166) on Jan. 27, 2020. At the time of the filing, the Debtors
were estimated to have $100 million to $500 million in assets and
$500 million to $1 billion in liabilities. The petitions were
signed by Andrew T. Pillari, chief financial officer. Judge John
T. Dorsey presides over the cases.
Christopher A. Ward, Esq. and Liz Boydston, Esq., of Polsinelli PC,
serve as counsel to the Debtors. Alvarez & Marsal acts as
financial advisor; PJ Solomon as investment banker; and Omni Agent
Solutions as notice and claims agent.
MANOLO BLAHNIK: Involuntary Bankruptcy Dismissed After Deal Reached
-------------------------------------------------------------------
Allison McNeely of Bloomberg News reports that the former U.S.
distributor of Manolo Blahnik shoes, the brand synonymous with New
York fashion and glamour thanks to HBO's "Sex and the City," had an
involuntary bankruptcy case against it dismissed after cutting a
deal with the luxury shoemaker over disputed payments.
The two sides secured court approval to dismiss the case after they
reached a settlement that will end their dueling claims over
payments owed by Neiman Marcus Group.
A unit of Manolo Blahnik International filed a petition in May 2020
seeking to force Manolo Blahnik USA, which distributed the shoes in
North America.
About Manolo Blahnik USA Ltd.
Manolo Blahniki USA, Ltd., was the exclusive distributor of Manolo
Blahnik shoes in the United States before its license was not
renewed in 2019. On May 4, 2020, Calzaturificio Re Marcello S.R.L.
filed an involuntary chapter 7 petition (Bankr. S.D.N.Y. Case No.
20-11102 (MG)) against the company. The Involuntary Petition
alleges that the Manolo Blahnik was generally not paying its debts
as they became due.
MARLEY STATION: MCB Buying Glen Burnie Mall for $19.7 Million
-------------------------------------------------------------
Marley Station Redemption, LLC, asks the U.S. Bankruptcy Court for
the Northern District of Texas to authorize the private sale to MCB
Acquisition Co., LLC for $19.7 million, of the Mall defined as:
(a) certain lands consisting of approximately 94.597 acres
located in the City of Glen Burnie, County of Anne Arundel, State
of Maryland, commonly known as 7900 Ritchie Highway;
(b) all buildings, structures, fixtures and improvements
presently located on the Land, including specifically, without
limitation, a retail building containing approximately 834,725
square feet of gross floor area;
(c) all equipment, machinery, supplies and spare parts and
personal property used in connection with the use, operation and
maintenance of the Improvements, but specifically excluding any and
all bank accounts, as well as the 2005 Ford F250 Super Duty Truck,
both of which will be retained by the Seller;
(d) all easements, licenses, rights and appurtenances relating
to the Real Property;
(e) all right, title and interest of the Seller, in and to any
intangible personal property relating to the Real Property and/or
the Personal Property, including all licenses, permits, plans,
specifications, operating manuals, trade names, guarantees and
warranties; and
(f) all leases affecting the Real Property or Improvements,
including any extensions, additions and amendments thereto and
security or other Lease-related deposits, to the extent any exist.
The Debtor is engaged in managing and operating the Mall. Its only
member is Buck Harris who was the past immediate owner of the Mall.
On Dec. 8, 2020, Harris conveyed his interest in the Mall to the
Debtor by Special Warranty Deed and corresponding Assignment of
Rents. The Special Warranty Deed and Assignment of Rents have not
been recorded because of the tax issues related to the transfer in
the State of Maryland. The Debtor continues to hold possession of
the Mall and its other assets and manage its business as a DIP.
For the past few months, Harris has actively been involved in the
marketing of the Mall and has been having discussions with the
Purchaser.
The Mall is subject to the first lien of YAM Capital III, LLC.
YAM's first lien debt against the Mall is estimated to be
approximately $17.36 million.
Shirazi, LLC is the second lienholder on the Mall. Prior to the
filing of the bankruptcy case, Shirazi had posted the Real Property
for a foreclosure sale on Dec. 11, 2020 at 10:00 a.m. The
foreclosure sale was stayed by the Debtor filing the case.
Shirazi's second lien debt against the Mall is estimated to be
approximately $1.35 million.
On Nov. 6, 2020, Harris and the Purchaser agreed, in principle, on
the purchase of the Mall and executed a Letter of Intent to
Purchase. On Dec. 10, 2020, the Debtor and the Purchaser executed
the Agreement for Sale.
The following is a summary of the key provisions:
a. Assets to be Sold: The asset to be sold is the Mall as
defined in the Motion.
b. The purchase price for the Property is $19.7 million.
c. The closing will take place after the expiration of the due
diligence period which is 75 days from the date of the SPA.
d. The proposed sale of the Mall will be a sale free and clear
of all liens, claims, interests, and encumbrances, which liens will
attach to the proceeds.
The Purchaser's obligation to close on the sale is conditioned on,
among other things, the entry of an order of the Court approving
the sale.
Real estate taxes are owed on the Mall at this time -- the amounts
of which are still being calculated -- that will be likewise
satisfied out of the Purchase Price.
The Debtor desires to sell, convey, transfer and assign to MCB, and
the Purchaser desires to purchase from the Seller, the Mall,
subject to the terms and conditions set out in the Agreement of
Sale. In its business judgment, the sale of the Mall to the
Purchaser is the most favorable disposition of the Mall and
therefore is in the best interests of its bankruptcy estate and its
creditors. Consequently, cause exists for the Court to grant the
Motion.
Finally, the Debtor asks the Court to waive and dispense with any
stay of the order granting the Motion, including any stay pursuant
to Rule 6004(h), Federal Rules of Bankruptcy Procedure, so that the
order of sale will be effective immediately.
A hearing on the Motion is set for Jan. 15, 2021. Objections, if
any, must be filed within 24 days from the date of service.
A copy of the Agreement is available at https://bit.ly/2KtZDPq from
PacerMonitor.com free of charge.
The Purchaser:
MCB ACQUISITION COMPANY, LLC
2701 North Charles Street, Suite 404
Baltimore, MD 21218
Attn: P. David Bramble, Esq.
(dbramble@mcbrealestate.com)
Ryan Bailey, Esq. (rbailey@mcbrealestate.com)
About Marley Station Redemption
Marley Station Redemption, LLC is a Single Asset Real Estate. It
sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-43726)
on Dec. 10, 2020. In the petition was signed by Buck Harris,
manager, the Debtor estimated both assets and liabilities in the
range of $10 million to $50 million. The Debtor tapped Behrooz P.
Vida, Esq., at the Vida Law Firm, PLLC, as counsel.
MARLEY STATION: Seeks to Hire Vida Law Firm as Counsel
------------------------------------------------------
Marley Station Redemption, LLC, seeks authority from the U.S.
Bankruptcy Court for the Northern District of Texas to employ the
Vida Law Firm, PLLC, as counsel to the Debtor.
Marley Station requires Vida Law Firm to:
a. give the Debtor legal advice with respect to its powers and
duties as debtor-in-possession in the management of its
affairs;
b. prepare on behalf of the Debtor, as debtor-in-possession,
the necessary applications, orders, answers, reports, and
other legal papers; and
c. perform all other legal services for the Debtor, as debtor-
in-possession which may be necessary in the bankruptcy
proceeding.
Vida Law Firm will be paid at these hourly rates:
Attorneys $275 to $400
Paralegals $125
Vida Law Firm has been paid by the Debtor a retainer in the amount
of $26,717.
Vida Law Firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Behrooz P. Vida, founding partner of Vida Law Firm, 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.
Vida Law Firm can be reached at:
Behrooz P. Vida, Esq.
VIDA LAW FIRM, PLLC
3000 Central Drive
Bedford, TX 76021
Tel: (817) 358-9977
About Marley Station Redemption
Marley Station Redemption, LLC based in Fort Worth, TX, filed a
Chapter 11 petition (Bankr. N.D. Tex. Case No. 20-43726) on Dec.
10, 2020. The petition was signed by Buck Harris, manager. In its
petition, the Debtor estimated $10 million to $50 million in both
assets and liabilities. The Vida Law Firm, PLLC, serves as
bankruptcy counsel.
MD AMERICA ENERGY: Emerges From Chapter 11 Bankruptcy
-----------------------------------------------------
MD America Energy, LLC, a Texas-based oil and gas operating
company, on Dec. 24, 2020, announced that it has emerged from
voluntary Chapter 11 protection, successfully completing its
financial restructuring process. The Company's Plan of
Reorganization was confirmed without reservation by the United
States Bankruptcy Court for the Southern District of Texas Houston
Division on December 14, 2020.
Under the Plan, the Company's prepetition secured lenders have
converted a significant portion of their debt into new equity in
the Company, allowing MD America to emerge from the Chapter 11
process with a robust balance sheet and with a solid foundation for
future growth and success.
In connection with the Plan's completion, the Company announced
Mike Dye's appointment as the new Chief Executive Officer. Mr.
Dye, who most recently served as the Company's Chief Financial
Officer, brings more than 20 years of industry experience and ten
years of banking experience to the role. Mr. Dye will be supported
by Tim Bozeman, who will serve as the Company's Chief Operating
Officer, and Brooklyn George, serving as the Company's Chief
Financial Officer.
Mr. Dye commented, "I am incredibly grateful to be stepping into
the role of CEO. With our new capital structure in place, we are
well poised to vigorously compete in today's fast-changing oil and
gas sector, particularly in this challenging economic environment.
I look forward to working hand-in-hand with the Board, our
management team, and dedicated employees as we continue building on
this momentum to shape a brighter future for MD America. I want to
thank our financial stakeholders, advisors, and lenders, whose
guidance and confidence in our business enabled us to complete our
restructuring on a fully consensual basis and expedited timeline.
We also want to thank our clients, royalty holders, suppliers, and
strategic business partners for their patience and continued
partnership through this process. Most importantly, we thank our
employees for their ongoing hard work, dedication, and commitment
to serving our clients and maintaining business as usual operations
as we worked to achieve an optimal financial structure for our
company."
About MD America Energy
MD America Energy, LLC is a Texas-based oil and gas operating
company engaged in the acquisition, development, exploitation and
production of crude oil and natural gas properties in East Texas.
Assets currently consist of approximately 71,000 net acres with
over 300 drilled and operated wells.
MD America Energy, which is the principal operating entity,
currently owns approximately 64,683 net acres with 256 operated
wells, focused in the Brazos Valley in East Texas and over 100
miles of low-pressure natural gas gathering lines owned and
operated by MD America's subsidiary, MD America Pipeline LLC. For
more information, visit https://www.mdae.com/
On Oct. 12, 2020, MD America Energy and its affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-34966) to seek
confirmation of their prepackaged Chapter 11 plan. At the time of
the filing, MD America Energy had estimated assets of between $50
million and $100 million and liabilities of between $100 million
and $500 million.
The Debtors have tapped Porter Hedges LLP as their legal counsel,
Paladin Management Group LLC as restructuring advisor, and FTI
Consulting, Inc., as financial advisor. Prime Clerk LLC is the
claims agent.
MDC PARTNERS: Moody's Raises CFR to B2 Following Stagwell Merger
----------------------------------------------------------------
Moody's Investors Service upgraded MDC Partners Inc.'s corporate
family rating to B2 from B3 and probability of default rating to
B2-PD from B3-PD, and affirmed the B3 rating on the company's
senior unsecured notes. The speculative grade liquidity rating was
maintained at SGL-3. The outlook remains stable. The rating action
follows the company's announced merger with Stagwell Media LP, a
digital marketing investment firm based in the US.
"The CFR was upgraded because of the combined company's reduced
leverage, enhanced scale and increased exposure in digital
services", said Peter Adu, Moody's Vice President and Senior
Analyst. "The senior unsecured notes rating was affirmed to reflect
increased secured debt (revolver and term loan) ranking above them
in the new capital structure", Adu added.
Ratings Upgraded:
Corporate Family Rating, to B2 from B3
Probability of Default Rating, to B2-PD from B3-PD
Rating Affirmed:
Senior Unsecured Notes, B3 (LGD4)
Rating Unchanged:
Speculative Grade Liquidity Rating, SGL-3
Outlook Action:
Outlook, Remains Stable
RATINGS RATIONALE
MDC's B2 CFR is constrained by structural changes in the
advertising industry due to spending shifts to large technology
companies and digital media platforms; increasing competition from
consulting firms; its exposure to reduced client spending in
economic and industry downturns; and its small scale relative to
rated industry peers, even after the merger. The rating benefits
from its improved leverage (pro forma adjusted Debt/EBITDA to 5x
from 5.9x for LTM Q3/2020 before the merger with Stagwell) together
with Moody's expectation that the metric will be maintained below
5x in the next 12 to 18 months; good client and industry diversity;
increased digital services exposure (to 32% of revenue from 9%);
and Moody's expected positive free cash flow generation, which will
be used to fund deferred acquisition consideration payments and
thereby reduce leverage.
MDC has adequate liquidity (SGL-3). Sources approximate $240
million compared to uses of $72 million over the twelve months to
December 2021. Sources consist of pro forma cash of $22 million,
about $88 million of availability under its $325 million revolving
credit facility due in November 2024, and Moody's expected free
cash flow of at least $130 million. Uses are deferred acquisition
consideration and term loan amortization payments. Despite $100
million of cash on Stagwell's balance sheet at Q3/2020 and $90
million of new term loan funds raised in November 2020, Moody's has
assumed minimal cash from Stagwell in the merger due to potential
distributions to partners as well as payment for fees and expenses
related to the transaction. The revolving credit facility is
subject to a total leverage covenant with step downs and cushion is
expected to exceed 20% through the next 4 quarters. MDC has limited
ability to generate liquidity from asset sales.
The outlook is stable because Moody's expects ongoing cost
reduction initiatives to improve EBITDA and allow the combined
company to reduce leverage below 5x in the next 12 to 18 months,
despite challenging trends in the advertising industry and weak
global economic conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if the combined company generates
sustainable positive revenue and EBITDA growth (2% revenue growth
expected for 2020) while sustaining leverage below 4.5x (pro forma
5x for LTM Q3/2020) and FCF/Debt above 5% (pro forma 2% for LTM
Q3/2020).
The ratings could be downgraded if business fundamentals
deteriorate, evidenced by material revenue or EBITDA decline (2%
revenue growth expected for 2020), if leverage is sustained above
6.5x (pro forma 5x for LTM Q3/2020) or if liquidity becomes weak.
MDC's social risk is tied to the coronavirus pandemic. Its revenue
has been pressured in 2020 due to reduced spending by clients in
industries that are severely impacted by the pandemic.
MDC's governance risk is moderate in relation to its financial
policy. Current management focuses on deleveraging, which was not
so in the past. MDC also suspended its dividend in November 2016.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
MDC Partners Inc. is a marketing, advertising, communications and
consulting services holding company that conducts its business
through a network of partner agencies. Pro forma for the merger
with Stagwell, revenue for the twelve months ended September 30,
2020 totaled $2 billion.
MDC PARTNERS: S&P Places 'B' ICR on CreditWatch Positive
--------------------------------------------------------
S&P Global Ratings placed all of its ratings on U.S.-based
advertising agency MDC Partners Inc., including its 'B' issuer
credit rating, on CreditWatch with positive implications following
the company's entry into a definitive agreement to combine with
Stagwell Media L.P. in a stock-for-stock transaction.
The CreditWatch placement reflects that S&P could raise its ratings
on MDC by one notch at the close of the transaction because it
expects the combined company's pro forma S&P adjusted leverage
could decline to the low-4x area in 2021 under the proposed deal
terms.
Stagwell operates a portfolio of niche marketing services companies
focused on digital advertising, market research, marketing
communications, and creative content generation. S&P believes its
specialty in digital services and polling research will complement
MDC's portfolio of creative advertising agencies. Moreover, S&P
expects the combined company will benefit from Stagwell's history
of positive revenue growth, good EBITDA margins, and favorable cash
generation.
Stagwell and MDC will combine through a stock-for-stock
transaction. The transaction is subject to customary regulatory and
investor approvals and Stagwell expects it to close in the first
half of 2021.
S&P said, "We expect to resolve the CreditWatch following the
completion of the transaction. Our review will include the combined
company's competitive position and our expectations for its pro
forma leverage and cash flow. We will also monitor any developments
related to the transaction, including the receipt of the necessary
shareholder approvals and regulatory clearances. We could raise our
ratings on MDC Partners Inc. by one notch upon the completion of
the transaction under the proposed deal terms."
MERIDIAN PEDIATRICS: Taps Angstman Johnson as Legal Counsel
-----------------------------------------------------------
Meridian Pediatrics, P.C. seeks approval from the U.S. Bankruptcy
Court for the District of Idaho to hire Angstman Johnson as legal
counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include:
(a) preparing bankruptcy schedules, statement of financial
affairs and other related forms;
(b) attending meetings of creditors, hearings, pretrial
conferences and trials in the Debtor's case or any litigation
arising in connection with the case whether in state or federal
court;
(c) preparing pleadings;
(d) preparing disclosure statement and plan of arrangement
under Chapter 11 of the Bankruptcy Code;
(e) reviewing claims made by creditors and other parties and
prosecuting objections to claims as appropriate;
(f) preparing a final accounting and motion for final decree
closing the bankruptcy case; and
(g) performing all other necessary legal services.
Angstman Johnson will be paid at these hourly rates:
Attorneys $195 - $350
Paralegal $60 - $130
Timekeepers $60 - $350
Matthew Christensen, Esq., at Angstman Johnson, disclosed in court
filings that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
Angstman Johnson can be reached at:
Matthew T. Christensen, Esq.
Chad R. Moody, Esq.
Angstman Johnson
199 N. Capitol Blvd., Ste 200
Boise, ID 83702
Tel: (208) 384-8588
Fax: (208) 629-2157
Email: mtc@angstman.com
chad@angstman.com
About Meridian Pediatrics
Meridian Pediatrics, P.C. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Idaho Case No. 20-01046) on Dec. 8,
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 Jim D. Pappas oversees the case. Angstman Johnson serves as
the Debtor's legal counsel.
METAL PRODUCTS: Seeks to Hire Dunham Hildebrand as Legal Counsel
----------------------------------------------------------------
Metal Products Company seeks approval from the U.S. Bankruptcy
Court for the Middle District of Tennessee to employ Dunham
Hildebrand, PLLC as its legal counsel.
The firm will provide services in connection with the Debtor's
Chapter 11 case, which include:
(a) advising the Debtor regarding its rights, powers and
duties in the management of its property;
(b) investigating and, if necessary, instituting legal action
to collect and recover assets of the estate of the Debtor;
(c) preparing legal papers;
(d) assisting the Debtor in preparing and seeking approval of
its disclosure statement and plan of reorganization; and
(e) performing all other necessary legal services.
Dunham Hildebrand will be paid at these hourly rates:
Attorneys $350 - $400
Paralegals $150 - $175
The firm received a retainer from the Debtor in the amount of
$25,000, of which $1,717 was used to pay the filing fee.
Dunham Hildebrand is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to a court
filing.
Dunham Hildebrand can be reached at:
Griffin S. Dunham, Esq.
Dunham Hildebrand, PLLC
2416 21st Avenue South, Suite 303
Nashville, TN 37212
Tel: 615.933.5850
Email: griffin@dhnashville.com
About Metal Products
Metal Products Company filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No.:
20-04757) on Oct. 23, 2020. Metal Products President Arthur James
Dyer, III signed the petition.
At the time of the filing, the Debtor disclosed $956,732 in assets
and $2,938,737 in liabilities.
Judge Charles M. Walker oversees the case. Dunham Hildebrand, PLLC
serves as the Debtor's legal counsel.
METRO-GOLDWYN-MAYER: James Bond Studio Exploring Sale
-----------------------------------------------------
The Daily World reports that Metro-Goldwyn-Mayer Studios, the film
and TV company behind the James Bond movies, is exploring a sale a
decade after the company exited Chapter 11 bankruptcy protection.
The Beverly Hills-based studio, which also controls franchises such
as "Rocky" and TV shows including "The Voice," is working with
advisers to find a buyer hungry for its robust film and television
library, according to a person familiar with the matter who was not
authorized to comment.
The search for a deal begins as demand for content surges among
streaming services battling for subscribers and advertising
dollars. The Wall Street Journal first reported that the company
has engaged Morgan Stanley and LionTree Advisors to begin the
formal sale process. MGM declined to comment.
MGM has been a perennial subject of deal speculation as the
entertainment industry consolidates into a handful of dominant
players.
The biggest film and TV studios are either owned by telecom or
technology giants, such as AT&T Inc. (which owns WarnerMedia) and
Comcast Corp. (parent of NBCUniversal), or they're transforming
themselves into streaming businesses, as Walt Disney Co. has done.
Apple and Amazon are moving further into the movie and TV business,
and Netflix continues to grow its Hollywood clout amid the
pandemic.
Smaller players such as MGM and Santa Monica-based Lionsgate are
struggling to compete as COVID-19 prevents them from releasing
their big movies in theaters.
New York hedge fund Anchorage Capital Group, MGM's largest
shareholder, has come under pressure to pursue an exit through a
sale. MGM has operated without a chief executive for two years
since the ouster of CEO Gary Barber, who was previously agitating
for a deal.
About Metro-Goldwyn-Mayer
Metro-Goldwyn-Mayer Inc. (MGM) operates as an entertainment
company. The Company produces and distributes motion pictures,
television programming, home video, interactive media, and music.
MGM, whose world-famous corporate signature is its roaring lion, is
a onetime major studio founded 96 years ago that today rates as a
large Hollywood independent. MGM -- http://www.mgm.com/-- owns
the world's largest library of modern films, comprising around
4,100 titles. The foundation is the historic United Artists
catalog, which includes the James Bond movies, the "Rocky" titles
and numerous Oscar-winning films.
Metro-Goldwyn-Mayer Inc. and 160 of its affiliates on Nov. 3, 2010,
filed Chapter 11 cases (Bankr. S.D.N.Y. Lead Case No. 10-15774), to
seek confirmation of their "pre-packaged" plan of reorganization.
Skadden, Arps, Slate, Meagher & Flom LLP, in New York, served as
bankruptcy counsel to the Debtors. Moelis & Company was the
financial advisor.
Financial firms acquired ownership of MGM out of the 2010
bankruptcy. At present, MGM's leading investor is Anchorage
Capital Partners, which reportedly holds a 32% stake in the
studio.
* * *
In October 2020, S&P Global Ratings lowered its issuer credit
rating on U.S.-based Metro-Goldwyn-Mayer Inc. (MGM) to 'B' from
'B+', its issue-level rating on the first-lien debt to 'BB-' from
'BB', and its
issue-level rating on the second-lien debt to 'CCC+' from 'B-'.
The
outlook is stable.
"The downgrade reflects MGM's sustained high leverage as a result
of ongoing delays in its theatrical releases and studio productions
due to the coronavirus pandemic, and our expectation that the
company will not be able to sustain leverage below our thresholds
for the 'B+' rating long term. We expect MGM's S&P adjusted
leverage to remain elevated above 10x in 2020, decline to the
high-3x area in 2021 when theatrical releases and studio
productions are expected to fully resume, and increase above 4.5x
in 2022 as EBITDA from Bond rolls off and the company pursues
additional content investments."
MKJC AUTO: Seeks to Hire Paris Ackerman as Special Counsel
-----------------------------------------------------------
MKJC Auto Group, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to hire Paris Ackerman, LLP as
special counsel.
The Debtor needs the firm's legal advice on automotive dealership
issues that are likely to arise during its Chapter 11 case.
The firm will be paid at the rate of $425 per hour and will be
reimbursed for work-related expenses incurred.
Paris Ackerman is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to a court
filing.
The firm can be reached at:
Eric A. Friedman, Esq.
Paris Ackerman, LLP
103 Eisenhower Parkway
Roseland, NJ 07068
Tel: 973-228-4860
Email: efriedman@parisackerman.com
About MKJC Auto Group
MKJC Auto Group, LLC owns and operates the automobile dealership
known as Hyundai of Long Island City in Long Island, N.Y. Hyundai
of Long Island City sells and leases new and pre-owned Hyundai
automobiles.
MKJC Auto Group 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.
The Debtor tapped Shafferman & Feldman LLP as its bankruptcy
counsel and the Law Offices of Paul J. Solda, Esq. and Paris
Ackerman, LLP as its special counsel.
MONTICELLO HORIZON: Harbor Buying Monticello Property for $79K
--------------------------------------------------------------
Judge Cecelia G. Morris of the U.S. Bankruptcy Court for the
Southern District of New York will convene a hearing on Jan. 26,
2021 at 9:00 a.m. to consider Monticello Horizon Legacy, LLC's sale
its right, title and interest in and to the real property located
at 26 Prince Street, Monticello, New York to Harbor Stone Sky, LLC
for $79,000.
A hearing on the Motion is set for Jan. 26, 2021 at 9:00 a.m.
Objections, if any, must be filed at least seven business days
prior to the Hearing.
The Chapter 11 bankruptcy petition and schedules indicate that the
Debtor owns the Property. At the time of the filing of the
petition, the Property was encumbered by a mortgage lien (which
secures all of the real properties owned by the Debtor) held by
Wilmington Trust, National Association, as Trustee, for the Benefit
of the Holders of CoreVest American Finance 2019-1 Trust Mortgage
Pass-Through Certificates, with an approximate balance due of
$2,595,957 (Claim No. 2).
On Dec. 4, 2020, Robert Buckles of Capital Appraisal Group
performed an appraisal for the Property and determined that it has
a fair market value of $62,000.
In November 2020, the Debtor received an offer from the Buyer to
purchase the Property for the sum of $79,000, on the terms of the
Contract of Sale. The Debtor is desirous of selling the Property
to provide a significant payment towards the Wilmington obligation.
Sale of the Property will help enable the Debtor to move forward
towards the filing and confirmation of its Chapter 11 Plan of
Reorganization.
The sale of the Property will not result in prejudice to
Wilmington, as it will be paid the majority of the proceeds of the
sale, aside from minor routine closing costs. As such, the sale is
in the best interest of Wilmington.
The Debtor makes the Application for an Order authorizing it to
sell its right, title and interest in and to the Property free and
clear of all liens against the Property.
A copy of the Appraisal and the Contract is available at
https://bit.ly/3rmN8pF from PacerMonitor.com.
The Purchaser:
HARBOR STONE SKY, LLC
368 New Hempstead Road
Suite 312
New City, NY 10956
About Monticello Horizon Legacy
Monticello Horizon Legacy, LLC, based in South Fallsburg, NY, filed
a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-35665) on June
24, 2020. In the petition signed by Esther Loeffler, managing
member, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities. The Hon. Cecelia G. Morris
oversees the case. Michelle Trier, Esq., at Genova & Malin, serves
as bankruptcy counsel.
MUJI USA: Court Approves Restructuring Plan
-------------------------------------------
Leslie A. Pappas of Bloomberg Law reports that Muji U.S.A. Ltd.,
the bankrupt U.S. arm of Japanese home goods retailer Muji,
received court approval of its Chapter 11 restructuring plan that
provides distributions to unsecured creditors from a cash pool.
Muji's bankruptcy was financed by a $22 million loan package from
its Japanese parent company, Ryohin Keikuku Co. Ltd. The case was
unusual because Ryohin Keikaku is also the company's largest
secured and unsecured creditor.
The plan, confirmed Monday by Judge Mary F. Walrath of the U.S.
Bankruptcy Court for the District of Delaware, doesn't specify the
amount of recovery unsecured creditors will receive.
A full-text copy of the Order dated Dec. 21, 2020, is available at
https://bit.ly/2KZ3qEf from PacerMonitor.com at no charge.
A full-text copy of the Plan dated Dec. 21, 2020, is available at
https://bit.ly/3pnJxWn from PacerMonitor.com at no charge.
About Muji U.S.A. Limited
Muji U.S.A. Limited -- https://www.muji.com -- is a retailer of a
wide variety of products, including household goods, apparel, and
food. It was originally founded in Japan in 1980.
Muji U.S.A. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Case No. 20-11805) on July 10, 2020. At the
time of the filing, Debtor disclosed assets of between $50 million
and $100 million and liabilities of the same range.
Judge Mary F. Walrath oversees the case.
The Debtor has tapped Greenberg Traurig LLP as its legal counsel,
Mackinac Partners LLC as financial advisor, B. Riley Real Estate
LLC as real property lease consultant, KPMG, LLP, as tax
consultant, and Donlin, Recano & Company Inc. as claims and
noticing agent.
MUSCLEPHARM CORP: Reaches $4.75M Settlement in Excelsior Suit
-------------------------------------------------------------
MusclePharm Corporation entered into a Settlement Agreement and
Mutual Release with Excelsior Nutrition, Inc., pursuant to which
the parties resolved and settled a civil action pending in the
Superior Court of the State of California for the County of Los
Angeles. MusclePharm and 4Excelsior agreed to a mutual general
release of claims and to jointly file within 10 business days of
the effective date of the Agreement a stipulation and proposed
order of dismissal, dismissing with prejudice all claims and
counterclaims asserted in the Litigation. MusclePharm agreed to
pay $4.75 million in four monthly payments of $70,000, beginning
Jan. 5, 2021, and thereafter in monthly payments of $100,000 until
the Settlement Amount is fully paid. MusclePharm may prepay all or
any portion of the Settlement Amount at any time without penalty or
premium. The Agreement provides that, in the event of a Default
(as defined in the Agreement) by MusclePharm, the entire
outstanding balance of the Settlement Amount will become
immediately due and payable, plus accrued interest at a rate of 18%
per annum, commencing from the date of Default.
About MusclePharm
Headquartered in Denver, Colorado, MusclePharm Corporation
(OTCQB:MSLP) -- http://www.musclepharm.comand
http://www.musclepharmcorp.com-- develops, manufactures, markets
and distributes branded nutritional supplements. The Company
offers a broad range of performance powders, capsules, tablets and
gels that satisfy the needs of enthusiasts and professionals
alike.
MusclePharm reported a net loss of $18.93 million for the year
ended Dec. 31, 2019, compared to a net loss of $10.76 million for
the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had
$14.54 million in total assets, $42.49 million in total
liabilities, and a total stockholders' deficit of $27.95 million.
SingerLewak LLP, in Los Angeles, California, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated Aug. 24, 2020, citing that the Company has suffered recurring
losses from operations, accumulated deficit and its total
liabilities exceed its total assets. This raises substantial doubt
about the Company's ability to continue as a going concern.
NAPA MANAGEMENT: Moody's Hikes CFR to Caa1, Outlook Still Stable
----------------------------------------------------------------
Moody's Investors Service upgraded NAPA Management Services
Corporation's Corporate Family Rating to Caa1 from Caa2,
Probability of Default Rating to Caa1-PD/LD from Caa2-PD and the
senior secured first lien debt rating to B3 from Caa1. The outlook
remains stable.
In the second quarter of 2020, NAPA amended its second lien credit
agreement in a manner that allowed it to pay the interest on its
second lien term loan in kind, rather than in cash. The company
utilized the pay-in-kind arrangement in the second and third
quarters of 2020 to bolster its liquidity profile in the middle of
the coronavirus pandemic. Moody's appended the /LD indicator to the
Probability of Default Rating as the amendment resulted in terms
less favorable than that provided in the original credit agreement.
As a result, this amendment qualifies as a distressed exchange, and
therefore, a limited default under Moody's definition. The /LD will
be removed within the next few business days.
The upgrade of NAPA's CFR and senior secured first lien debt rating
reflects Moody's view that the company's leverage and liquidity
have improved due to a combination of improved business volumes,
sponsor equity injection, an extension of revolver maturity and the
flexibility provided by the amendment to the second lien term loan
agreement.
The following ratings were upgraded:
Issuer: NAPA Management Services Corporation
Corporate Family Rating to Caa1 from Caa2
Probability of Default Rating to Caa1-PD/LD from Caa2-PD
$40 million senior secured first lien revolver expiring in 2022 to
B3 (LGD3) from Caa1 (LGD3)
$353 million senior secured first lien term loan due 2023 to B3
(LGD3) from Caa1 (LGD3)
Outlook Action:
Outlook remains stable
RATINGS RATIONALE
NAPA's Caa1 CFR reflects the company's very high leverage,
challenging business environment and weak free cash flow. Moody's
estimates that the company's debt/EBITDA will remain above 7.5
times even if the business volumes remain at a level comparable to
the recent months. The Caa1 CFR also reflects the company's limited
scale and high geographic concentration in northeastern states. The
CFR is supported by an expectation that the demand for the
company's services will stabilize once the COVID outbreak
subsides.
In May 2020, NMSC II, an affiliate of NAPA, acquired the American
Anesthesiology business from MEDNAX Inc. (B1 positive). The two
anesthesiology businesses are currently run as separate companies,
with MEDNAX providing certain support functions to its former
anesthesiology unit through transition service agreements. There is
no immediate credit impact on NAPA due to the way the deal was
structured as there are no cross-guarantees or other forms of
support between the two companies. The American Anesthesiology
business generated $1.2 billion in revenue in 2019. Moody's expects
the two companies may be combined at some point in the future. The
terms of any combination are not yet known and while the merger
would provide incremental scale and synergy opportunities, it would
entail considerable execution risk.
The stable outlook reflects Moody's view that the current ratings
adequately reflect the probability of a default and recovery
prospects.
Moody's considers NAPA's liquidity to be adequate. The company had
approximately $33.3 million in cash at the end of September 2020.
Moody's estimates that the company had approximately $53 million of
liquidity which includes the impact of a $20 million drawing from
the $40 million revolver, consolidation of NAPA NY and benefits
from the CARES Act. While the company has reduced costs
significantly since the coronavirus outbreak, Moody's expects that
the company will struggle to generate positive free cash flow in
the next several quarters. The company has limited debt maturities
until the October 2022 maturity of its $40 million revolver.
Substantially all other funded debt matures in 2023.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
the corporate assets from the current weak U.S. economic activity
and a gradual recovery for the coming months. Although economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if performance weakens, liquidity
erodes or the probability of a default including by way of a
transaction that Moody's would consider a distressed exchange
rises.
The ratings could be upgraded if the company's operating
performance stabilizes, liquidity improves and if Moody's believes
that the company will be able to refinance its capital structure
when the updated revolver becomes current in October 2021.
Headquartered in Melville, NY, NAPA Management Services Corporation
is a specialty anesthesia management company in the United States.
The company partners with hospitals, ambulatory surgery centers and
physician offices to provide anesthesia services and perioperative
care. NAPA, which is owned by private equity sponsor American
Securities, reported revenues of $541 million in the twelve months
ended December 31, 2019.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
OCEAN POWER: Welcomes Three New Members to Board of Directors
-------------------------------------------------------------
Ocean Power Technologies, Inc. reported that Clyde W. Hewlett,
Diana G. Purcel, and Peter E. Slaiby were elected to its Board of
Directors by the Company stockholders at the 2020 Annual General
Meeting effective Dec. 23, 2020.
"We are excited to welcome Clyde, Diana, and Pete as new
independent directors to the OPT board. These new directors bring
valuable expertise in offshore energy, safety, and finance and
governance, and join OPT at an exciting time. We have proven
products and solutions ready for commercialization, a receptive
marketplace, access to capital, and a dedicated and experienced
team to continue innovations towards providing ocean energy
solutions," said Terence J. Cryan, Chairman of the Board of OPT.
"The Board carefully considered the qualifications and abilities of
each new Director this past fall to ensure that we have the right
balance of skills and experience to grow and govern the Company
effectively. We are pleased that the stockholders agreed with our
recommendations to elect them to the Board and look forward to
their contributions."
Clyde Hewlett has more than 40 years of experience in offshore
engineering design, manufacturing, and operations, having most
recently served from 2015 to 2019 as chief operating officer of
Oceaneering International Inc. (NYSE: OII), a global provider of
engineered services and products to the offshore energy industry as
well as the defense, entertainment, and aerospace industries. Mr.
Hewlett has also served on the Board of Directors of Seismic City,
Inc. since April 2000. Mr. Hewlett will Chair the Board of
Directors' Health, Safety, and Environment (HSE) Committee.
Diana Purcel has 20 years of experience as a chief financial
officer, including 17 years with several small cap publicly traded
companies. Ms. Purcel currently serves on the Board of Directors
for the Animal Humane Society (since 2017) and Now Boarding (since
2019), and she previously served on the Board of Directors for
Multicultural Foodservice and Hospitality Alliance (from 2005 to
2008), including service as the Chair of its Audit Committee. Ms.
Purcel will Chair the OPT Board's Audit Committee and serve on the
Compensation Committee and the Nominating and Corporate Governance
Committee.
Pete Slaiby has more than 39 years of offshore experience in the
oil and gas industry, including several senior executive roles with
Royal Dutch Shell (NYSE: RDS.A). Mr. Slaiby serves on the Board of
Directors for Glacier Oil and Gas (since 2019) and The Harris
School in Houston, Texas (since 2017). During Mr. Slaiby's tenure
as Shell's vice president for Alaska Operations, he served on the
Board of Directors for the Alaska Oil & Gas Association (from 2009
to 2014) including as its Chairman (in 2014) and served on the
Chancellors Advisory Board for University of Alaska – Anchorage
(from 2010 to 2013). Mr. Slaiby is currently serving as the
Managing Director for Quartz Upstream (since 2017) and is serving
as Managing Partner for Floris Energy (since April 2020). Mr.
Slaiby will serve on the OPT Board's Audit Committee and HSE
Committee.
At the Annual General Meeting, the stockholders also approved the
use of the Company's new financing facility with Aspire Capital in
excess of 19.99 percent of the common stock available on the date
that the agreement was executed; approved an increase in the
Company's stock incentive plan used to make equity grants to
directors, officers, and employees; ratified the selection of
EisnerAmper as the Company's independent auditor for Fiscal Year
2021; and approved the Company's executive compensation plan.
About Ocean Power Technologies
Headquartered in Monroe Township, New Jersey, Ocean Power
Technologies, Inc. -- http://www.oceanpowertechnologies.com/-- is
a marine power solutions provider that designs, manufactures,
sells, and services its products while working closely with
partners that provide payloads, integration services, and marine
installation services.
Ocean Power reported a net loss of $10.35 million for the 12 months
ended April 30, 2020, compared to a net loss of $12.25 million for
the 12 months ended April 30, 2019. As of Oct. 31, 2020, the
Company had $18.56 million in total assets, $4.91 million in total
liabilities, and $13.65 million in total stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2004, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has suffered recurring
losses from operations and has an accumulated deficit that raise
substantial doubt about its ability to continue as a going concern.
OMNIQ CORP: Gets Order for AI-Based Machine Vision Safety System
----------------------------------------------------------------
OMNIQ Corp. has received an order to provide its AI-based machine
vision safety solution to a top, non-U.S., security authority for
the protection of a government leader.
OMNIQ's safety system is a ground-breaking cloud/on-premises-based
security solution for Homeland Security, Safe City and Safe Campus
applications that uses unique, patented AI-based computer vision
technology and software to gather real-time data in order to
control access, provide intelligence, and prevent crimes and acts
of hostility.
"Our selection is likely the strongest and most important vote of
confidence in our technology we have ever received, and we are
fulfilling this order with the highest level of pride and
responsibility," said Shai Lustgarten, CEO of OMNIQ. "Our safety
systems are deployed in some of the most sensitive regions of the
world and have been proven as an essential tool in crime and terror
prevention as well as in identifying and capturing criminals and
offenders more quickly. We provide critical intelligence to law
enforcement and homeland security organizations based on the most
sophisticated AI and machine learning technology."
About OMNIQ Corp.
Headquartered in Salt Lake City, Utah, OMNIQ Corp. (OTCQB: OMQS) --
http://www.omniq.com-- provides computerized and machine vision
image processing solutions that use patented and proprietary AI
technology to deliver data collection, real time surveillance and
monitoring for supply chain management, homeland security, public
safety, traffic & parking management and access control
applications. The technology and services provided by the Company
help clients move people, assets and data safely and securely
through airports, warehouses, schools, national borders, and many
other applications and environments.
Omniq reported a net loss attributable to common stockholders of
$5.31 million for the year ended Dec. 31, 2019, compared to a net
loss attributable to common stockholders of $5.41 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$40.33 million in total assets, $43.49 million in total
liabilities, and a total stockholders' deficit of $3.16 million.
Haynie & Company, in Salt Lake City, Utah, the Company's auditor
since 2019, issued a "going concern" qualification in its report
dated March 30, 2020, citing that the Company has a deficit in
stockholders' equity, and has sustained recurring losses from
operations. This raises substantial doubt about the Company's
ability to continue as a going concern.
OUTLOOK THERAPEUTICS: Posts $48.87 Million Net Loss in Fiscal 2020
------------------------------------------------------------------
Outlook Therapeutics, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss
attributable to common stockholders of $48.87 million on $0 of
collaboration revenues for the year ended Sept. 30, 2020, compared
to a net loss attributable to common stockholders of $36.04 million
on $8.15 million of collaboration revenues for the year ended Sept.
30, 2019.
As of Sept. 30, 2020, the Company had $19.73 million in total
assets, $16.91 million in total liabilities, and $2.82 million in
total stockholders' equity.
The Company's current cash resources of $12.5 million as of Sept.
30, 2020 together with the $10.0 million in proceeds from an
unsecured promissory note it issued in November 2020, after taking
into account repayment of $3.6 million of debt, are expected to
fund its operations into March 2021.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2015, issued a "going concern" qualification dated Dec. 23,
2020, citing that the Company has incurred recurring losses and
negative cash flows from operations since its inception and has an
accumulated deficit of $289.7 million as of Sept. 30, 2020 that
raise substantial doubt about its ability to continue as a going
concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/Archives/edgar/data/1649989/000155837020014540/otlk-20200930x10k.htm
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com/-- is a late clinical-stage
biopharmaceutical company working to develop the first FDA-approved
ophthalmic formulation of bevacizumab for use in retinal
indications, including wet AMD, DME and BRVO. If ONS-5010, its
investigational ophthalmic formulation of bevacizumab, is approved,
Outlook Therapeutics expects to commercialize it as the first and
only on-label approved ophthalmic formulation of bevacizumab for
use in treating retinal diseases in the United States, Europe,
Japan and other markets.
PIEDMONT POLYMERS: Seeks to Hire GreerWalker LLP as CRO
-------------------------------------------------------
Piedmont Polymers & Fabrication, LLC, seeks authority from the U.S.
Bankruptcy Court for the Western District of North Carolina to
employ GreerWalker LLP, as chief restructuring officer to the
Debtor.
Piedmont Polymers requires GreerWalker LLP to:
-- act as an oversight of the Debtor's business;
-- direct the Debtor's counsel and other professionals;
-- formulate and negotiate a plan of reorganization; and
-- investigation of the assets and liabilities of the
bankruptcy estate, including the prosecution of avoidance
actions.
GreerWalker LLP will be paid at these hourly rates:
William A. Barbee $490
Consultants $150 to $525
GreerWalker LLP received a $25,000 prepetition retainer deposit
from the Debtor.
GreerWalker LLP will also be reimbursed for reasonable
out-of-pocket expenses incurred.
William A. Barbee, a partner of GreerWalker LLP, assured the Court
that the firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code and does not represent any
interest adverse to the Debtor and its estates.
GreerWalker LLP can be reached at:
William A. Barbee
GreerWalker LLP
Charlotte, NC 28202
Tel: (704) 377-0239
About Piedmont Polymers
Piedmont Polymers & Fabrication, LLC, is a plastic fabrication
company in Charlotte, North Carolina. The Company manufactures
thermoformed plastic products with an emphasis on the aerospace and
automotive industries.
Piedmont Polymers & Fabrication, LLC, based in Charlotte, NC, filed
a Chapter 11 petition (Bankr. W.D.N.C. Case No. 20-31027) on Dec.
13, 2020. The petition was signed by by William A. Barbee,
receiver. In its petition, the Debtor estimated $1 million to $10
million in both assets and liabilities.
The Hon. Laura T. Beyer presides over the case.
Moon Wright & Houston, PLLC, serves as bankruptcy counsel.
GreerWalker LLP, is the chief restructuring officer.
PIKE CORP: S&P Affirms B ICR on Majority Sale to Financial Sponsor
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on Mount
Airy, N.C.-based Pike Corp. following the company's announcement of
its plan to sell a 50.1% voting equity stake to financial sponsor
Lindsay Goldberg. Additionally, S&P lowered its issue-level
ratings on the existing first-lien debt to 'B' from 'BB-' and
revised its recovery rating to '3' from '1'. The '3' recovery
rating indicated S&P's expectation for meaningful recovery
(50%-70%; rounded estimate: 65%) in the event of a payment
default.
At the same time, S&P is affirming its 'CCC+' issue-level rating on
Pike's senior unsecured notes. The '6' recovery rating remains
unchanged, indicating S&P's expectation for negligible recovery
(0%-10%; rounded estimate: 0%) in the event of a payment default.
S&P said, "The stable outlook reflects our view that the company
will experience revenue growth, driven by its backlog of work, with
stable profitability this year. We assume S&P-adjusted debt to
EBITDA will remain at or below 5x, although we estimate its free
operating cash flow (FOCF) to debt could decline below 5% in 2021
due to working capital swings."
"Considering its good recent operating performance, we expect the
company's debt to EBITDA to remain at or below 5x over the next
year. Pike experienced a good operating performance through the
first three quarters of the year despite some headwinds from
COVID-19. Recent business wins and increased storm revenue have
supported the company's good profitability relative to that of its
peers. In addition, Pike's recurring maintenance work provides it
with good growth prospects and revenue visibility. We expect that
the demand for outsourced core services from its utilities
customers and some higher-margin storm work will enable the company
to maintain adjusted EBITDA margins at current levels over the next
year."
"We assume strong FOCF in 2020 followed by a decrease in cash flow
relative to its debt balances over the next two years. While we
believe Pike has a relatively flexible cost structure, which allows
it to flex down its spending to preserve cash, we anticipate its
recent project awards will lead to working capital swings as it
completes the work. Therefore, we believe its FOCF to debt could
decline to about 5% or below in 2021. However, Pike's cash flows
will likely benefit from its relatively low capital intensity given
its maintenance capital expenditure (capex) requirements of about
1% of revenue. Overall, our view of the company's financial risk is
based on its majority ownership by a financial sponsor pro forma
for the proposed transaction."
"Our ratings on Pike reflect its smaller scale relative to globally
diversified engineering and construction companies and its
concentrated customer base. However, the company's established
position and favorable reputation in its core service offerings
will likely enable it to sustain its expanding revenue base. Pike's
other competitive advantages include its ability to quickly
relocate crews to storm-affected areas and the company has seen
increased storm work through the third quarter of 2020. This work
can strengthen its customer relationships and provide opportunities
to build new ones. Nevertheless, this revenue stream can also be
volatile due to the unpredictable nature of weather-related events,
thus we do not forecast its storm revenue will remain at 2020
levels in 2021."
"The stable outlook on Pike reflects our expectation of continued
improvement in its earnings following acquisitions in 2019. We
expect the company will maintain healthy EBITDA margins. In our
base-case forecast, we assume its adjusted debt to EBITDA at or
below 5x, with working capital swings that could cause FOCF to debt
to decline below 5% in 2021."
"We could raise our rating on Pike if the company's debt leverage
declines and remains comfortably below 5x on a sustained basis and
free operating cash flow to adjusted debt remains well above 5%.
This could occur if the company maintains EBITDA margins around
present levels and allocates excess cash flow toward debt
repayment. We would also need to believe the company's
financial-sponsor majority owner is committed to maintaining these
levels."
"We could lower our ratings on Pike during the next 12 months if
the company's debt leverage approaches 6x or higher. We could also
lower our ratings if we believe that its FOCF to debt will decline
below the 2%-3% range on a sustained basis. We believe this could
occur if the company's EBITDA margins deteriorate significantly due
to uncompetitive pricing or the loss of a key contractual
relationship. Alternatively, Pike's debt to EBITDA could weaken due
to unanticipated debt-financed transactions."
POPULUS FINANCIAL: S&P Upgrades ICR to 'CCC+' After Debt Exchange
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Populus Financial Group to 'CCC+' from 'SD' (selective default).
The outlook is negative.
At the same time, S&P affirmed the issue rating on the company's
senior unsecured notes of 'D' (default). S&P revises the recovery
rating to '5', reflecting expectations of modest recovery.
The rating action follows Populus' completion of its tender offer
for substantially all notes due 2022. On Dec. 17, 2020, Populus
announced that noteholders of $213 million of its existing $255
million senior secured notes due 2020 accepted the tender offer.
Populus entered a new term-loan facility of $190 million, with a
maturity of 2024, to facilitate the repurchase. S&P views this
offer as a de facto restructuring because the remaining notes
became unsecured in the process and the tender represented a
substantial amount of the company's capital structure at prices
less than originally promised.
S&P's rating reflects Populus' ongoing vulnerable business risk,
exposure to adverse regulatory reforms, and aggressive financial
policy through open market debt repurchases. The recovery on the
unsecured notes worsened because the company has a $50 million
asset-based revolver and a new $190 million term-loan facility,
which are priority debt.
Populus' performance was subdued in fiscal-year 2019 owing to
certain lending products being discontinued because of regulatory
changes in Colorado, Ohio, and California, and an increase in loan
loss provisions from acquiring new loan customers. Because of the
impact of COVID-19, total revenues for the nine months ended Sept.
30, 2020, were $270.9 million (primarily owing to lower loan fees
and interest), a decrease of 24.5%, as compared with the same
period in 2019. As of Sept. 30, 2020, the leverage ratio was 3.1x
and interest coverage ratio was 2.4x, respectively.
S&P said, "The negative outlook reflects our view that future
repurchases on the open market will likely be below par, and the
company will face a challenging operating environment and
vulnerability to regulatory reform."
"We could lower the rating within the next 12 months if the company
repurchases additional outstanding notes substantially below par,
if the operating performance erodes meaningfully, or if regulatory
changes result in doubts about the company's ability to continue as
a going concern."
A stable outlook is currently unlikely at this time.
PPV INC: Seeks Court Approval to Hire Business Consultant
---------------------------------------------------------
PPV, Inc. and Bravo Environmental NW, Inc. seek approval from the
U.S. Bankruptcy Court for the District of Oregon to employ H.N.
Anderson III, a business consultant in Vancouver, Wash.
Mr. Anderson will provide services with respect to the accounting,
tax and business operation consequences of the Debtors' proposed
sale transactions. These services include responding to due
diligence requests and advising the Debtors' subsidiaries on
business and financial matters.
The consultant will be paid at the rate of $150 per hour and will
be reimbursed for work-related expenses.
According to a court filing, Mr. Anderson is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Mr. Anderson can be reached at:
H.N. Anderson III
P.O. Box 821286
Vancouver, WA 98682
Tel: (360)904-4636
Email: hna3rd@aol.com
About PPV Inc.
PPV, Inc. is a waste management services provider in Portland, Ore.
The company offers industrial cleaning, recycling, treatment, and
technical waste management services. Visit https://www.ppvnw.com
for more information.
PPV filed a petition under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ore. Lead Case No. 19-34517) on Dec. 10, 2019. In the
petition signed by PPV President Joseph J. Thuney, PPV was
estimated to have between $1 million and $10 million in both assets
and liabilities.
Affiliate Bravo Environmental NW, Inc. also filed for Chapter 11
bankruptcy (Bankr. D. Ore. Case 19-34518) on Dec. 10, 2019. The
cases are jointly administered before Judge David W. Hercher.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, is the
Debtors' legal counsel.
PPV INC: Seeks to Hire Valor Enterprises as Sales Consultant
------------------------------------------------------------
PPV, Inc. and Bravo Environmental NW, Inc. seek approval from the
U.S. Bankruptcy Court for the District of Oregon to employ Valor
Enterprises, LLC as sales consultant.
The firm will get a commission of 2.5 percent of gross sale for
PPV's Portland operations and 5 percent of gross sale for Bravo
Environmental NW. It will also receive reimbursement for
work-related expenses incurred.
According to a court filing, Valor Enterprises is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
Valor Enterprises can be reached at:
Adam J. Borgens
Valor Enterprises, LLC
422 NW 13th Ave. #245
Portland, OR 97209
About PPV Inc.
PPV, Inc. is a waste management services provider in Portland, Ore.
The company offers industrial cleaning, recycling, treatment, and
technical waste management services. Visit https://www.ppvnw.com
for more information.
PPV filed a petition under Chapter 11 of the Bankruptcy Code
(Bankr. D. Ore. Lead Case No. 19-34517) on Dec. 10, 2019. In the
petition signed by PPV President Joseph J. Thuney, PPV was
estimated to have between $1 million and $10 million in both assets
and liabilities.
Affiliate Bravo Environmental NW, Inc. also filed for Chapter 11
bankruptcy (Bankr. D. Ore. Case 19-34518) on Dec. 10, 2019. The
cases are jointly administered before Judge David W. Hercher.
Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, is the
Debtors' legal counsel.
PVH CORPORATION: Egan-Jones Cuts Sr. Unsecured Ratings to CCC+
--------------------------------------------------------------
Egan-Jones Ratings Company, on December 16, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by PVH Corporation to CCC+ from B+. EJR also downgraded
the rating on commercial paper issued by the Company to C from A3.
Headquartered in New York, New York, PVH Corporation, formerly
known as the Phillips-Van Heusen Corporation, is an American
clothing company which owns brands such as Van Heusen, Tommy
Hilfiger, Calvin Klein, IZOD, Arrow, Warner's, Olga, True & Co.,
and Geoffrey Beene.
QEP RESOURCES: S&P Places 'B' ICR on CreditWatch Positive
---------------------------------------------------------
S&P Global Ratings placed all its ratings on QEP Resources Inc.,
including its 'B' issuer credit rating and 'B+' issue-level
ratings, on CreditWatch with positive implications after
Diamondback Energy Inc. announced the acquisition of the company in
an all-stock transaction that values the company at about $2.2
billion, including the assumption of about $1.6 billion of QEP
Resources' debt.
"We placed the ratings on CreditWatch to reflect the likelihood
that we will raise our ratings on QEP Resources after the close of
its acquisition by higher-rated Diamondback Energy, which we rate
'BBB-', with a stable outlook, because we will likely view QEP as a
core subsidiary of Diamondback. Each company's board of directors
has approved the transaction, which remains subject to shareholder
approval, regulatory approval, and other customary closing
conditions. We expect to resolve the CreditWatch listing after the
transaction closes in the second quarter of 2021," S&P said.
"The placement of the ratings on CreditWatch with positive
implications reflects the likelihood we will raise the ratings on
QEP Resources after its acquisition by Diamondback closes, assuming
the transaction is completed as proposed and there are no material
changes to our current operating assumptions," the rating agency
said.
QUALITY PERFORATING: Bulls Buying All Assets for $2.35 Million
--------------------------------------------------------------
Quality Perforating, Inc., asks the U.S. Bankruptcy Court for the
Middle District of Pennsylvania to authorize the sale of all or
substantially all assets to Bulls Acquisition Co., LLC for the
total purchase price of (i) $2.35 million, plus (ii) the assumption
of certain Assumed Liabilities, subject to higher and better
offers.
Since 2001, the Debtor has owned and operated a large commercial
metal perforating manufacturing facility originally constructed in
the 1880's and located in Carbondale, Pennsylvania. The Debtor has
experienced consistent financial decline over the last several
years, which has been further exacerbated by the COVID-19 pandemic.
As of the Petition Date, the Debtor had extreme cash flow
problems, including, without limitation, an IRS levy placed against
the Debtor's employee payroll account prior to the bankruptcy
filing. The Debtor's Prepetition Lenders elected not to extend
bankruptcy financing to the Debtor.
he Debtor owns certain real property with improvements and various
tangible personal property including, but not limited to,
machinery, equipment, fixtures, inventory, vehicles, supplies and
work in progress, furniture, computers, accounts receivable and
related support tools and equipment, including, without
limitations, (a) seven separate tax parcels of real property
located in Carbondale, Pennsylvania consisting of approximately
4.55 acres and containing a 76,950 square foot manufacturing plant
and offices for the Debtor, plus an 1,800-square foot pole barn
building, and (b) a substantial amount of furniture, fixtures,
equipment and vehicles used in the operations of its business.
Based upon the Debtor's financial statements (completed through
Sept. 30, 2020), the Debtor has the following liabilities:
(a) Trade Debt: The Debtor owes approximately $1.3 million in
pre-petition trade debt.
(b) Employee Claims: The Debtor owes approximately $38,000 to
employees for pre-petition wages and $514,000 for payroll taxes and
certain benefits. The wages are for the accrued time for the week
ending Dec. 11, 2020. Pursuant to the Court's Order dated December
18, 2020 granting the Debtor's First Day Payroll Motion, the Debtor
has paid its employees on Dec. 18, 2020 for services rendered for
the week ending Dec. 11, 2020.
(c) Union Claims: The Debtor owes at least $124,000 to the IAM
National pension fund for pension obligations, and over $2,000 to
the Union in dues.
(d) Equipment Leases: The Debtor has certain pre-petition
equipment leases, including both operating leases and capital
leases.
(e) State and Local Obligations: The Debtor owes approximately
$88,000 to state and local authorities.
(f) Related Party Creditors: The Debtor owes approximately $2
million to a related family trust, the William F. Farber Trust, FBO
William F. Farber, Jr., listed under the category of "Related Party
Creditors."
(g) Secured Creditors: As set forth more fully in the Farber
Declaration, the Debtor's primary lender is Peoples Security Bank &
Trust Co. having a principal balance due of approximately
$4,206,330, plus prepetition interest, fees and expenses, as of the
Petition Date. Peoples has a first lien mortgage on the Debtor's
real property located in Carbondale and a first position blanket
lien on the Debtor's personal property, excluding its accounts
receivable. The Debtor's secondary lender is The Dime Bank having
a principal balance due of approximately $1,041,484, plus
prepetition interest, fees and expenses, as of the Petition Date.
Dime has a blanket lien on the Debtor's personal property, which
includes its accounts receivable.
In addition to the Prepetition Lenders, there are parties holding
recorded liens and security interests against the Debtor's Assets,
as listed on Exhibit B. Pursuant to the Sale Order, the Assets
will be transferred to the Buyer free and clear of each of the
liens and security interests listed on Exhibit B.
The Pennsylvania Department of Revenue is listed as a Respondent to
insure that any transfer of Assets is free and clear of any
Pennsylvania tax lien, which will instead attach to the proceeds of
the Sale.
Pursuant to the Sale Order, the Assets will be transferred to the
Buyer free and clear of the liens and security interests of the
Prepetition Lenders, those parties listed on Exhibit B, the
Pennsylvania Department of Revenue, and each holder of a lien,
claim, interest and encumbrance on the Assets, each of which will
attach to the proceeds of the Sale.
Over the past several months, the Stalking Horse Buyer expressed an
interest in acquiring the Debtor's assets. To that end, the Debtor
and the Stalking Horse Buyer, with input from the Prepetition
Lenders, have negotiated an arms'-length transaction that
represents the best path forward for maximizing recoveries to the
estate and the Debtor's creditors. The Stalking Horse Buyer is a
strategic purchaser which, through it perforating operations known
as H&K Perforating, LLC, has current operations in Illinois and
Tennessee.
The Debtor therefore asks approval of its Sale of the Assets to the
Stalking Horse Buyer for the total purchase price of (i) $2.35
million, plus (ii) the assumption of certain Assumed Liabilities.
In addition to the Purchase Price, the Stalking Horse Buyer will
provide an additional $20,000 payment directly for the benefit of
the Debtor's unsecured creditors.
Pursuant to the Bidding Procedures Order, the proposed Sale is
subject to higher and better offers. The Debtor intends on
conducting further marketing and advertising of the sale and it
will provide notice to parties that have expressed an interest in
the past.
Without the prospect of the Sale to the Stalking Horse Buyer, the
Debtor would have been forced to close its doors and lay off its
employees, a result that would have a significant impact on the
economy of Carbondale, PA. This loss of jobs would have an even
more severe impact in light of the holiday season and the COVID-19
pandemic.
Recognizing the Debtor's importance to the local economy, the
Prepetition Lenders have expressed their support for the Sale, and
are willing to release their liens in exchange for a net cash
purchase price of $2.35 million (not including the $20,000 payment
to unsecured creditors or payment of any cure costs, each of which
is separate and distinct from the cash Purchase Price).
In connection with the Closing of the Sale, the Debtor asks
authorization to pay the following from the cash proceeds of the
Purchase Price: (a) customary costs associated with the Closing of
the Sale, including title charges, (b) reimbursement of other
expenses required to close the sale, (c) real estate taxes and/or
other municipal taxes encumbering the Real Property, (d) $2.35
million to the Debtor's senior secured lender, Peoples, and (e)
quarterly fees payable equal to 1% of all Closing distributions
made by the Debtor in excess of $1 million. In addition, the
Debtor will set aside a payment in the amount of $20,000 from the
Buyer for the benefit of its unsecured creditors.
Any delay in the Debtor's ability to consummate the Sale on the
timeline contemplated by the Bidding Procedures would be
detrimental to the Debtor, its creditors and estate. For this
reason, the Debtor submits that ample cause exists to justify a
waiver of the 14-day stay imposed by Bankruptcy Rule 6004(h) and
6006(d), to the extent applicable.
As of the date of the Motion, no interested buyer is an insider of
the Debtor and it is not contemplated that any insider will be an
interested buyer. In connection with the Closing of the Sale, it
is anticipated that the Debtor's principal, Robert W. Farber, will
enter into an employment agreement with the Stalking Horse Buyer
whereby Mr. Farber will be employed for a three-year term as
Director of Technology and General Manager of the Carbondale
facility, with an annual salary of $160,000, plus eligibility for a
performance-based annual bonus. It is a reasonable contractual
arrangement for a person with Mr. Ferber's experience and skills.
Notwithstanding the Stalking Horse APA or any agreements with the
Stalking Horse Buyer, the Debtor will continue to market, and will
begin advertising, the Assets for sale, and will hold an Auction
for the Assets in accordance with the Bidding Procedures Order to
order to obtain the highest price for the Assets.
A copy of the Bid Procedures and the Agreement is available at
https://bit.ly/34GSbHF and https://bit.ly/3mMcbia, respectively,
from PacerMonitor.com free of charge.
The Purchaser:
BULLS ACQUISITION CO., LLC
Attn: Bryce Fisher, Manager
5420 West Roosevelt Road, Suite 314
Chicago, IL 60644
E-mail: bfisher@hkperf.com
The Purchaser is represented by:
David L. Kane, Esq.
VEDDER PRICE P.C.
222 North LaSalle Street
Chicago, IL 60601
E-mail: dkane@vedderprice.com
About Quality Perforating
Quality Perforating, Inc., is a manufacturer of perforated sheets,
coils and component parts.
Quality Perforating, Inc., sought Chapter 11 protection (Bankr.
M.D. Pa. Case No. 20-03561) on Dec. 16, 2020. The case is assigned
to Judge Robert N. Opel II. In the petition signed by Robert W.
Farber, president, the Debtor disclosed total assets of $3,608,042
and total debt of $9,820,041. The Debtor tapped Mark J. Conway,
Esq., at Law Offices of Mark J. Conway, P.C. as counsel.
RAYONIER ADVANCED: S&P Raises ICR to 'B-'; Outlook Stable
---------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Jacksonville,
Fla.-based Rayonier Advanced Materials Inc. (RYAM) to 'B-' from
'CCC+' and removed the rating from CreditWatch, where the rating
agency placed it with positive implications on December 7, 2020.
The outlook is stable.
At the same time, S&P is raising the issue-level rating on RYAM's
senior secured notes to 'B-' from 'CCC+', and removing the rating
from CreditWatch. The '3' recovery rating indicates the rating
agency's expectation for meaningful recovery (50%-70%; rounded
estimate: 50%) in the event of a default.
S&P is also raising its issue-level rating on RYAM's senior
unsecured notes to 'CCC' from 'CCC-', and removing the rating from
CreditWatch. The '6' recovery rating indicates the rating agency's
expectation for negligible recovery (0%-10%; rounded estimate: 0%)
in the event of a default.
Meanwhile, S&P assigned its final 'B-' rating to Rayonier A.M.
Product Inc.'s $500 million senior secured notes due 2026. S&P has
assigned a '3' recovery rating to the notes, which indicates its
expectation of meaningful recovery (50%-70%; rounded estimate 50%)
in the event of a default.
S&P said, "The stable outlook reflects our expectation that the
company's leverage will fall to and remain near 8x and EBITDA
interest coverage will rise to and remain near 2x over the next 12
months."
Robust demand and pricing for wood products coupled with
management's cost-containment measures will lead to higher EBITDA
in 2020 and 2021.
The anticipated decline in lumber demand in the first half of 2020
due to the coronavirus pandemic-related recession led many
companies to curtail their capacity. However, the industry was
unexpectedly met with strong demand starting in the second quarter,
which led to historically high lumber prices.
S&P said, "We believe this sharp improvement in lumber prices, from
historic lows over the previous 18 months, was due to increased
demand stemming from strong repair and remodeling (R&R) activity
and a much greater-than-expected level of U.S. housing starts.
Additionally, cellulose specialty prices have increased modestly
year to date (by 1.0%-1.5%) and are currently at their highest
point since 2017 due to strong volumes in the high purity cellulose
business. RYAM implemented cost-containment measures, including
improving its sourcing and logistics spending and reducing its
corporate overhead, which enabled it to achieve approximately $17
million of savings in 2020 and curtail unproductive assets in its
newsprint and lumber business. Therefore, we now expect the
company's EBITDA to increase by more than 50% in 2020, relative to
our previous expectation for a 25%-30% increase from 2019. We
expect EBITDA to remain near that level in 2021."
S&P expects RYAM's adjusted leverage to be near the 8x area in
2021, which is an improvement from its previous expectation of more
than 10x.
The company's expense control and cash-preservation policies, along
with its stronger demand and lower raw material costs (particularly
for pulp and fuel), will lead to vastly improved earnings in 2020,
although S&P believes its operating cash will be compressed in 2021
once the strong demand and elevated wood prices normalize and some
of its temporary cost reductions abate. For the 12 months ended
September 2020, RYAM's adjusted leverage improved to 10.6x from
12.6x as of the end of 2019.
RYAM's improved liquidity will remain adequate over the next 12
months following its increased cash flow generation in 2020.
As of Sept. 30, 2020, RYAM had more than $80 million of cash on
hand.
S&P said, "We expect the company to generate $75 million to $85
million of cash FFO over the next 12 months and the company's $200
million asset-based lending (ABL) facility was undrawn at close. We
believe these sources of liquidity will be more than sufficient to
fund the company's working capital needs of $10 million to $15
million and about $80 million to $90 million of capital expenditure
over the next 12 months."
"The stable outlook reflects our expectation that leverage will
improve in 2021 but remain high at about 8x EBITDA. This is based
on our forecast for a continuing U.S. and global economic recovery
that should support modest sales growth over the next 12 months.
However, top-line growth should be largely offset by slightly lower
EBITDA margins as input costs also rise."
"We could lower the rating on RYAM if it were again faced with
prolonged price weakness in its commodity products with little
prospect of improvement, resulting in EBITDA interest coverage
approaching 1x. This could occur due to weak cellulose specialties
markets, low lumber and newsprint prices, or renewed operational
outages. For this to occur, adjusted EBITDA margins would have to
deteriorate to less than those seen in 2019, when adjusted EBITDA
margins were less than 6%. While it would likely occur
simultaneously with the aforementioned scenario, a contraction of
liquidity to a less-than-adequate state could also lead toa
downgrade."
While unlikely, S&P could raise the rating over the next 12 months
if RYAM's EBITDA generation significantly improved and caused
leverage to fall below 5x. This could occur if:
-- Overall adjusted EBITDA margins improve to 15% in 2021, nearly
double S&P's current expectation, or
-- Sales increased 40%, an equally unlikely scenario.
Lastly, S&P could raise the rating if the company reduces debt to
EBITDA to less than 5x due to debt repayments, potentially funded
by proceeds of asset sales.
RAYONIER ADVANCED: Unit Closes Secured Notes, ABL Credit Facility
-----------------------------------------------------------------
Rayonier Advanced Materials's wholly owned subsidiary, Rayonier
A.M. Products Inc. has closed its previously announced private
offering of $500 million aggregate principal amount of 7.625%
senior secured notes due 2026 at an offering price of 100% of the
principal amount thereof. The Company also closed its previously
announced five-year senior secured asset-based revolving credit
facility with an initial committed amount of $200 million. The
Company used the net proceeds from the sale of the Notes, together
with cash on hand, to repay all outstanding obligations under its
existing senior secured credit agreement (other than the
outstanding letters of credit issued thereunder, which were rolled
into the ABL Credit Facility).
The Notes were offered only to persons reasonably believed to be
"qualified institutional buyers" pursuant to Rule 144A under the
Securities Act of 1933, as amended, and to non-U.S. persons outside
the United States pursuant to Regulation S under the Securities
Act. The Notes are subject to restrictions on transferability and
resale and may not be transferred or resold, except in compliance
with the registration requirements of the Securities Act or
pursuant to an exemption therefrom and in compliance with other
applicable securities laws. The Notes were not and will not be
registered under the Securities Act or any state or other
securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the
registration requirements of the Securities Act and applicable
state laws.
About Rayonier Advanced
Headquartered in Jacksonville, Florida, Rayonier Advanced Materials
Inc. -- http://www.rayonieram.com-- is a producer of
cellulose-based technologies, including high purity cellulose
specialties, a natural polymer commonly found in filters, food,
pharmaceuticals and other industrial applications. The Company
also manufactures products for lumber, paper and packaging markets.
The Company has manufacturing operations in the U.S., Canada, and
France.
Rayonier Advanced reported a net loss available to common
stockholders of $31.03 million for the year ended Dec. 31, 2019.
* * *
As reported by the TCR on March 6, 2020 S&P Global Ratings lowered
its issuer credit rating on Rayonier Advanced Materials Inc. (RYAM)
to 'CCC+' from 'B-' and lowered its issue-level rating on its
senior unsecured notes to 'CCC' from 'CCC+'. The downgrade
reflects the severe deterioration in RYAM's margins, which caused
its leverage to rise to more than 10x as of Dec. 31, 2019, from
3.6x as of Dec. 31, 2019 and 7.4x as of Sept. 30, 2019.
As reported by the TCR on Dec. 11, 2020, S&P Global Ratings placed
all of its ratings on Rayonier Advanced Materials Inc.'s (RYAM) on
CreditWatch with positive implications.
RENOVATE AMERICA: Finance Buying All Benji Assets for $5 Million
----------------------------------------------------------------
Renovate America, Inc., and Personal Energy Finance, Inc., ask the
U.S. Bankruptcy Court for the District of Delaware to authorize the
bidding procedures in connection with the sale of Benji assets to
Finance of America Mortgage, LLC for $5 million, subject to
overbid.
The Debtors are a leader in the home improvement financing
industry, specifically as it relates to financing for certain
environmentally-friendly home improvement projects. Historically,
the Debtors maintained two business divisions: HERO and Benji.
Their HERO business, which ceased accepting homeowner's
applications in October of 2020, originated Property Assessed Clean
Energy assessments for residential projects. Benji, the Debtors'
remaining business division, provides home improvement financing to
contractors and homeowners.
Pursuant to the Motion, the Debtors are asking approval of the
Bidding Procedures to establish a clear and open process for the
solicitation, receipt, and evaluation of third-party bids for the
purchase of certain of their remaining Assets -- comprised of their
Benji business -- a process that began prepetition and will
continue postpetition.
Because of a number of factors during 2020 -- such as the COVID-19
pandemic, which brought reduced liquidity for home improvement
lending -- there has been a significant dislocation in the M&A
market for consumer lending companies. Nevertheless, as a result
of the efforts of the Debtors' management, the Debtors were
subsequently able to reengage one of the parties that had
previously passed on the opportunity to submit an indication of
interest for their Benji assets and, ultimately, their marketing
efforts paid off.
Following the completion of considerable investigation and
diligence by the Debtors and their advisors, the Debtors identified
a party to serve as their stalking horse purchaser. Specifically,
the Debtors and the Stalking Horse Purchaser entered into an Asset
Purchase Agreement, dated as of Dec. 21, 2020, whereby the Stalking
Horse Purchaser proposes to purchase substantially all of the
Assets for, among other things, cash consideration of $5 million,
which will serve as a competitive baseline of recovery for the
Debtors' stakeholders.
The salient terms of the APA are:
a. Purchaser: Finance of America Mortgage, LLC
b. Purchase Price: The Buyer's assumption of the Assumed
Liabilities, and (ii) $5 million plus the Loan Purchase Price plus
the Contract Prepayment Amount
c. Breakup Fee: $400,000
d. Expense Reimbursement: Up to $250,000
e. Acquired Assets: Certain assets (tangible or intangible)
used in the operation of the Seller's business of providing
consumer financing for home improvement projects, including
specifically the business operated by Seller under the "BENJI"
brand, including (i) all Assumed Contracts, (ii) all Transferred
Intellectual Property, (iii) all Avoidance Actions against any of
the Seller's ordinary course vendors or contract counterparties
that are related in any way to the Purchased Assets, the Assumed
Contracts or the Assumed Liabilities, (iv) the Purchased Loans, (v)
derivative and other claims against the Seller's directors and
officers, and (vi) those other specific assets identified on
Schedule 1.1(c) of the Stalking Horse Purchase Agreement.
f. Assumed Liabilities: The Assumed Liabilities listed in
Schedule 1.1(a) to the Stalking Horse Purchase Agreement.
g. Assumed Contracts: The Assumed Contracts listed in Schedule
5.3(b) to the Stalking Horse Purchase Agreement.
h. Representations and Warranties: Customary representations
and warranties by the Buyer and the Seller.
The Debtors now ask authority to market test the transactions
contemplated by the Stalking Horse Purchase Agreement to ensure
that the Debtors obtain the highest or otherwise best offer or
combination of offers for their assets. If approved, the proposed
Bidding Procedures will enable the Debtors to move expeditiously
towards confirmation of a chapter 11 plan.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: Feb. 9, 2021 at 8:00 p.m. (ET)
b. Initial Bid: Provide for a total consideration equal to or
greater than the Purchase Price stated in the Stalking Horse
Purchase Agreement (which is comprised of (A) Buyer's assumption of
the Assumed Liabilities, and (B) $5 million plus the Loan Purchase
Price plus the Contract Prepayment Amount), plus (x) the amount of
the Break-Up Fee ($400,000), plus (y) the Expense Reimbursement
(not to exceed $250,000), plus (z) a minimum overbid amount of
$100,000, which in the aggregate is a minimum overbid amount of
$750,000.
c. Deposit: $250,000
d. Auction: Feb. 12, 2021 at 1:00 p.m. (ET), as the date and
time the Auction, if needed, will be held virtually via an online
videoconference
e. Bid Increments: $100,000
f. Sale Hearing: Feb. 18, 2021
g. Sale Objection Deadline: Feb. 9, 2021 at 5:00 p.m. (ET)
h. Closing: March 5, 2021
Within three business days after entry of the Bidding Procedures
Order, the Debtors will cause the Sale Notice upon the Notice
Parties.
The Debtors are also asking approval of the procedures to
facilitate the fair and orderly assumption and assignment of the
Contracts in connection with the Sale. Because the Bidding
Procedures Order sets forth the Assumption Procedures in detail,
they are not restated in the Motion.
To maximize the value received for the Assets, the Debtors are
asking to close the transactions contemplated by the Successful
Bidder's Purchase Agreement as soon as possible after the Sale
Hearing. The Debtors, therefore, have requested a waiver of the
fourteen-day stay under Bankruptcy Rule 6004(h).
A copy of the Bidding Procedures and the Agreement is available at
https://bit.ly/37K2kFn from PacerMonitor.com free of charge.
The Purchaser:
FINANCE AMERICA MORTGAGE, LLC
2500 Dallas Parkway, Suite 430
Plano, TX 75093
Attn: Lauren Richmond
E-mail: larichmond@financeofamerica.com
The Purchaser is represented by:
Hunton Andrews Kurth LLP
200 Park Avenue
New York, NY 10166
Attn: Peter S. Partee, Sr., Esq. (ppartee@huntonak.com)
Michael P. Goldman, Esq. (mgoldman@huntonak.com)
About Renovate America
Renovate America is one of the nation's preeminent providers of
home improvement financing through its industry-leading home
financing product, Benji. The Company offers a proprietary
technology platform that helps Americans improve their homes while
giving contractors the tools they need to grow their business. In
addition to offering intuitive financing options, Renovate America
offers industry- leading education, training and mentoring to
contractor teams in the field. On the Web:
http://www.renovateamerica.com/
Renovate America, Inc. and two affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21,
2020.
Renovate America was estimated to have $50 million to $100 million
in assets and $100 million to $500 million in liabilities as of the
bankruptcy filing.
Bryan Cave Leighton Paisner LLP is acting as the Company's legal
counsel. Stretto is the claims agent. Culhane Meadows, PLLC, is
the bankruptcy co-counsel. Armanino LLP is the financial advisor.
GlassRatner Advisory & Capital Group, LLC, is the restructuring
advisor. Stretto is the claims agent.
RENOVATE AMERICA: Gets Court Permission to Tap $18M Loan
--------------------------------------------------------
Law360 reports that Renovate America, a firm that provides home
improvement financing services, received permission Wednesday,
December 23, 2020, in Delaware bankruptcy court to borrow $18
million in Chapter 11 loans as it seeks to sell its contractor and
homeowner loan programs.
During a virtual first-day hearing, debtor attorneys said the
interim approval from U.S. Bankruptcy Judge Laurie Selber
Silverstein made the $18 million available immediately, with a
final ask of $50 million coming January 2021. Sharon Z. Weiss of
Bryan Cave Leighton Paisner LLP said the debtor needed the money to
pay down some of its existing debt while also funding its ongoing
operations.
About Renovate America
Renovate America is one of the nation's preeminent providers of
home improvement financing through its industry-leading home
financing product, Benji. The Company offers a proprietary
technology platform that helps Americans improve their homes while
giving contractors the tools they need to grow their business. In
addition to offering intuitive financing options, Renovate America
offers industry-leading education, training and mentoring to
contractor teams in the field. On the Web:
http://www.renovateamerica.com/
Renovate America, Inc., and two affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21,
2020.
Renovate America was estimated to have $50 million to $100 million
in assets and $100 million to $500 million in liabilities as of the
bankruptcy filing.
Bryan Cave Leighton Paisner LLP is acting as the Company's legal
counsel. Stretto is the claims agent. Culhane Meadows, PLLC, is
the bankruptcy co-counsel. Armanino LLP is the financial advisor.
GlassRatner Advisory & Capital Group, LLC, is the restructuring
advisor. Stretto is the claims agent.
RENT-A-CENTER INC: $1.65BB Acima Deal No Impact on Moody's Ba3 CFR
------------------------------------------------------------------
Moody's Investors Service stated that Rent-A-Center, Inc's (Ba3
stable) announced acquisition of Acima Holdings LLC has no
immediate impact on its credit ratings and stable outlook. The
transaction, valued at approximately $1.65 billion or around 7.3x
adjusted 2020 projected EBITDA, is expected to close in the first
half of 2021 subject to customary closing conditions, including
clearance under the Hart-Scott-Rodino Antitrust Improvements Act.
Rent-A-Center expects to fund the transaction with $1.273 billion
in cash and around 10.8 million shares of Rent-A-Center common
stock, currently valued at $377 million.
Rent-A-Center's Ba3 corporate family rating and stable outlook are
not currently impacted despite the expected significant increase in
debt to fund the acquisition and heightened integration risk. The
company's credit metrics are currently very strong due to solid
operating performance and debt reduction from excess cash flow over
the past three years. As of September 30, 2020, lease-adjusted
debt-to-EBITDAR was around 1.1 time. Moody's expects that pro forma
leverage will increase to around 3.0 times following transaction, a
level that is appropriate for the current Ba3 CFR. The transaction
also brings many strategic benefits, such as expanding
Rent-A-Center's position as a premier fintech platform in the
traditional and virtual lease-to-own market, further diversify its
retail partner base and product verticals, expand its e-commerce
platform, and create significant synergies.
Rent-A-Center, Inc., with headquarters in Plano, Texas is one of
the largest operators of consumer rent-to-own stores in North
America with over 1,950 Company operated stores located in the US,
Mexico and Puerto Rico and around 460 franchised rent-to-own stores
that operate under the "Rent-A-Center," "ColorTyme" and "RimTyme"
banners. Preferred Lease provides virtual and staffed lease-to-own
solutions to retail partners in stores and online, in the US and
Puerto Rico. Revenue was approximately $2.8 billion for the twelve
month period ended September 30, 2020.
RGN-GROUP HOLDINGS: Needs Additional Time to Negotiate Leases
-------------------------------------------------------------
Candace Carlisle of CoStar News reports that Regus affiliates in
bankruptcy need more time to negotiate leases, says its lawyers.
The units are postponing filing its reorganization plan as part of
their Chapter 11 bankruptcy process until 2021.
In mid-November, RGN-Group Holdings, LLC, et al., sought and
obtained an order extending each Debtor's exclusive right to file a
chapter 11 plan through and including March 16, 2021, and to
solicit votes thereon through and including May 17, 2021.
About Regus Corp.
Headquartered in Chertsey, UK, Regus Group Plc was founded by the
current CEO Mark Dixon in 1989 and is the world's largest provider
of serviced offices and videoconferencing facilities. Following the
acquisition of HQ Global Workplaces in 2004, it runs a network of
approximately 80,000 workstations in 55 countries around the
world.
RGN-Group Holdings, LLC and its affiliates are primarily engaged in
renting and leasing real estate properties in the U.S.
On Aug. 17, 2020, RGN-Group Holdings and and other U.S. affiliates
of Regus Group sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Del. Lead Case No. 20-11961). At the time of the
filing, RGN-Group Holdings disclosed total assets of $1,005,956,000
and total
liabilities of $946,016,000.
Judge Brendan Linehan Shannon oversees the cases.
The Debtors have tapped Faegre Drinker Biddle & Reath LLP as their
bankruptcy counsel, Alixpartners as financial advisor, Duff &
Phelps LLC as restructuring advisor, and Epiq Corporate
Restructuring LLC as claims and noticing agent.
RIOT BLOCKCHAIN: Buys 15,000 More Bitmain Miners for $35 Million
------------------------------------------------------------------
Riot Blockchain, Inc. announced an expected 65% increase in bitcoin
mining hash rate capacity resulting from the purchase and future
deployment of 15,000 S19 Pro and S19j Pro Antminers from Bitmain
Technologies Limited. The approximate $35 million purchase is
comprised of 3,000 S19 Pro Antminers (110 TH) and 12,000 S19j Pro
Antminers (100 TH). These additional miners are scheduled for
receipt and deployment starting in May 2021 and continuing through
October 2021.
This new order of miners, combined with the Company's prior miner
purchases, is expected to significantly increase Riot's estimated
bitcoin mining hash rate from the previously announced 2.3 EH/s to
3.8 EH/s. The Company has been receiving and deploying new miners
consistently through 2020, including this new purchase; the
delivery schedule continues into the fourth quarter of 2021.
At full deployment of Riot's 37,640 next-generation fleet of
miners, Riot estimates its total operational hash rate capacity
will be 3.8 EH/s and consume approximately 120 MW of energy. As a
result, the Company expects to have an aggregate mining efficiency
of 31.79±% 5 joules per terahash (J/TH).
"Continued growth in deployed miners is paramount to a miner's
success," said Jeff McGonegal, CEO of Riot. "Expanding the
Company's bitcoin mining hash rate and operating on a
cost-effective basis is very important, particularly during periods
when the bitcoin spot price has appreciably increased. We are
pleased to have secured this latest purchase, especially given that
the available supply of mining hardware continues to become
increasingly scarce."
"We are extremely excited to expand and deepen our partnership with
Riot Blockchain again this year. In total, Riot additionally
purchased 15,000 Antminer 19 series. The 19 series enjoy a wide
popularity in the global markets with outstanding hash rates and
power efficiency, which continuously bring tremendous values to our
customers around the world. I am confident that with the new
purchase, Riot can continue to grow their mining operation and play
an increasingly vital role in bitcoin mining across North America."
said Irene Gao, Antminer Sales Director of NCSA Region, Bitmain.
All miner purchases continue to be funded using available working
capital. Riot has no long-term debt. The Company is continuing to
assess the bitcoin landscape with the assistance of XMS Capital in
evaluating opportunities and transactions to further increase
shareholder value.
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.
SCULPTOR CAPITAL: S&P Withdraws 'BB-' Issuer Credit Rating
----------------------------------------------------------
S&P Global Ratings withdrew its 'BB-' issuer credit rating on
Sculptor Capital Management Inc. (Sculptor), a global alternative
asset management firm, at the company's request. At the time of the
withdrawal, the outlook was negative.
The withdrawal follows the company's credit agreement with Delaware
Life Insurance Co., composed of a $320 million senior secured term
loan and a $25 million senior secured revolving credit facility.
Delaware Life also received warrants to purchase up to 4.3 million
shares of class A common stock. Sculptor used the proceeds, along
with cash, to fully repay its prior existing debt and preferred
units, allowing it to capture about $62.3 million in discounts.
S&P said, "While we view the potential debt reduction as a
positive, we remain cautious about Sculptor's track record of
elevated leverage metrics, as well as broad market uncertainty
brought on by the COVID-19 pandemic."
SEADRILL PARTNERS: Hires Jackson Walker as Co-Counsel
-----------------------------------------------------
Seadrill Partners LLC, and its debtor-affiliates, seek authority
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Jackson Walker LLP, as co-counsel to the Debtors.
Seadrill Partners requires Jackson Walker to:
Jackson Walker to:
a. provide legal advice and services regarding local rules,
practices, and procedures, including Fifth Circuit law;
b. provide certain services in connection with administration
of the chapter 11 cases, including, without limitation,
preparing agendas, hearing notices, witness and exhibit
lists, and hearing binders of documents and pleadings;
c. review and comment on proposed drafts of pleadings to be
filed with the Court;
d. at the request of the Debtors, appear in Court and at any
meeting with the U.S. Trustee, and any meeting of creditors
at any given time on behalf of the Debtors as their local
and conflicts bankruptcy co-counsel;
e. perform all other services assigned by the Debtors to the
Firm as local and conflicts bankruptcy co-counsel; and
f. provide legal advice and services on any matter on which
Kirkland & Ellis LLP and Kirkland & Ellis International LLP
may have a conflict or as needed based on specialization.
Jackson Walker will be paid at these hourly rates:
Matthew D. Cavenaugh $825
Attorneys $445 to $935
Paraprofessional $185 to $195
Jackson Walker 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: The rates of other restructuring attorneys in the
Firm range from $445 to $935 an hour, and the
paraprofessional rates range from $185 to $195 per
hour. The Firm did not represent the Debtors prior
to the petition, nor did the Firm receive any
prepetition payments.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Firm has not prepared a budget and staffing
plan.
Matthew D. Cavenaugh, partner of Jackson Walker 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.
Jackson Walker can be reached at:
Matthew D. Cavenaugh, Esq.
JACKSON WALKER LLP
1401 McKinney Street, Suite 1900
Houston, TX 77010
Tel: (713) 752-4284
E-mail: mcavenaugh@jw.com
About Seadrill Partners
Seadrill Partners LLC (NYSE: SDLP) is a limited liability company
formed bydeepwater drilling contractor Seadrill Ltd.
(OTCMKTS:SDRLF) to own, operate and acquire offshore drilling rigs.
Seadrill Partners was founded in 2012 and is headquartered in
London, the United Kingdom. Seadrill Partners, set up as an
asset-holding unit, owns four drillships, four semi-submersible
rigs and three so-called tender rigs which are all operated by
Seadrill Ltd.
Seadrill Partners LLC and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1,
2020.
Seadrill Partners disclosed $4,579,300,000 in assets and
$3,122,300,000 in total debts of June. 30, 2020.
Kirkland & Ellis LLP and Kirkland & Ellis International LLP, and
Jackson Walker L.L.P., are the Debtors' attorneys. Jackson Walker
LLP is co-counsel to the Debtors.
SEADRILL PARTNERS: Seeks to Hire Kirkland & Ellis as Counsel
------------------------------------------------------------
Seadrill Partners LLC, and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Southern District of Texas
to employ Kirkland & Ellis LLP and Kirkland & Ellis International
LLP, as counsel to the Debtors.
Seadrill Partners requires Kirkland & Ellis to:
a. advise the Debtors with respect to their powers and duties
as debtors in possession in the continued management and
operation of their businesses and properties;
b. advise and consult on the conduct of these chapter 11
cases, including all of the legal and administrative
requirements of operating in chapter 11;
c. attend meetings and negotiating with representatives of
creditors and other parties in interest;
d. take all necessary actions to protect and preserve the
Debtors' estates, including prosecuting actions on the
Debtors' behalf, defending any action commenced against the
Debtors, and representing the Debtors in negotiations
concerning litigation in which the Debtors are involved,
including objections to claims filed against the Debtors'
estates;
e. prepare pleadings in connection with these chapter 11
cases, including motions, applications, answers, orders,
reports, and papers necessary or otherwise beneficial to
the administration of the Debtors' estates;
f. represent the Debtors in connection with obtaining
authority to continue using cash collateral and
postpetition financing;
g. advise the Debtors in connection with any potential sale of
assets;
h. appear before the Court and any appellate courts to
represent the interests of the Debtors' estates;
i. advise the Debtors regarding tax matters;
j. take any necessary action on behalf of the Debtors to
negotiate, prepare, and obtain approval of a disclosure
statement and confirmation of a chapter 11 plan and all
documents related thereto; and
k. perform all other necessary legal services for the Debtors
in connection with the prosecution of these chapter 11
cases, including: (i) analyzing the Debtors' leases and
contracts and the assumption and assignment or rejection
thereof; (ii) analyzing the validity of liens against the
Debtors; and (iii) advising the Debtors on corporate and
litigation matters.
Kirkland & Ellis will be paid at these hourly rates:
Partners $1,075 to $1,845
Of Counsel $625 to $1,845
Associates $610 to $1,165
Paraprofessionals $245 to $460
On March 27, 2020, the Debtors paid $2,000,000 to Kirkland & Ellis
as advance payment retainer. Subsequently, the Debtors paid to
Kirkland & Ellis additional advance payment retainer totaling
$7,511,084 in the aggregate.
Kirkland & Ellis 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: Kirkland & Ellis's current hourly rates for
services rendered on behalf of the Debtors from
January 1, 2020 range as follows: Partners, $1,075-
$1,845; Of Counsel, $625-$1,845; Associates, $610-
$1,165; Paraprofessionals, $245-$460.
The Firm's hourly rates for services rendered on
behalf of the Debtors from June 29, 2019 to
December 31, 2019 ranged as follows: Partners,
$1,025-$1,795; Of Counsel, $595-$1,705; Associates,
$595-$1,125; Paraprofessionals, $235-$460.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Yes, for the period from December 1, 2020 through
March 1, 2021.
Brian E. Schartz, partner of Kirkland & Ellis LLP and Kirkland &
Ellis International 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.
Kirkland & Ellis can be reached at:
Brian E. Schartz, Esq.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022,
Tel: (212) 446-4800
Fax: (212) 446-4900
E-mail: brian.schartz@kirkland.com
About Seadrill Partners
Seadrill Partners LLC (NYSE: SDLP) is a limited liability company
formed bydeepwater drilling contractor Seadrill Ltd.
(OTCMKTS:SDRLF) to own, operate and acquire offshore drilling rigs.
Seadrill Partners was founded in 2012 and is headquartered in
London, the United Kingdom. Seadrill Partners, set up as an
asset-holding unit, owns four drillships, four semi-submersible
rigs and three so-called tender rigs which are all operated by
Seadrill Ltd.
Seadrill Partners LLC and its affiliates sought Chapter 11
protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1,
2020.
Seadrill Partners disclosed $4,579,300,000 in assets and
$3,122,300,000 in total debts of June. 30, 2020.
Kirkland & Ellis LLP and Kirkland & Ellis International LLP, and
Jackson Walker L.L.P., are the Debtors' attorneys. Jackson Walker
LLP is co-counsel to the Debtors.
SOLARWINDS HOLDINGS: S&P Places 'B+' ICR on CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating on
SolarWinds Holdings Inc. on CreditWatch with negative implications.
At the same time, S&P placed its 'B+' rating on the company's
secured debt on CreditWatch with negative implications.
S&P will resolve the CreditWatch placement once there is clarity on
the breach's effect on the company's business and financial
metrics.
The CreditWatch placement follows SolarWinds' Dec. 14 announcement
that a cyberattack had inserted a vulnerability into its Orion
monitoring products, which could allow an attacker to compromise
the server on which the products run. The company has said it is
unable to predict potential financial, legal, or reputational
consequences resulting from this breach.
S&P said, "We continue to follow the impact of the cyberattack and
view it to be too early to measure the full impact to the company's
business and financial metrics. SolarWinds has been a very
profitable business, with about 50% EBITDA margins,
double–digit-percentage revenue growth, good free cash flow
generation, and good liquidity ($425 million balance sheet cash and
availability under its $125 million revolving credit facility)."
"Nonetheless, Orion products (that contained the vulnerability)
represent approximately 45% of the company's total revenues. We
expect a pause in new sales of Orion for some time. In addition, if
a significant portion of the company's 33,000 Orion customers
decide to replace SolarWinds, it could result in substantial
deterioration in the company's financial metrics. Adjusted leverage
is in the low-4x area, versus our downside trigger of over 6x."
"We will resolve the CreditWatch negative placement once we have
clarity on the extent of potential financial and business impact
resulting from the cyberattack on SolarWinds."
SORROEIX INC: Hires Fast Track as Real Estate Broker
----------------------------------------------------
Sorroeix, Inc., seeks authority from the U.S. Bankruptcy Court for
the Western District of Tennessee to employ Fast Track Realty, as
real estate broker to the Debtor.
Sorroeix, Inc., requires Fast Track to market and sell the Debtor's
real property located at Shelby County, Tennessee.
Fast Track will be paid a commission of 6% of the sale price and
payable at closing.
Fast Track will also be reimbursed for reasonable out-of-pocket
expenses incurred.
Tina Andreade, partner of Fast Track Realty, 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.
Fast Track can be reached at:
Tina Andreade
FAST TRACK REALTY
1045 S. Yates Road
Memphis, TN 38119
Tel: (901) 767-8770
About Sorroeix
Sorroeix, Inc., sought Chapter 11 protection (Bankr. W.D. Tenn.
Case No. 20-11492) on Nov. 25, 2020. The petition was signed by
Matthew Jones, president/CEO. The Debtor was estimated to have
assets in the range of $0 to $50,000 and $1 million to $10 million
in debt. The case is assigned to Judge Jimmy L. Croom. The Debtor
tapped Steven N. Douglas, Esq., at Harris Shelton, PLLC, as
counsel.
SPHERATURE INVESTMENTS: WorldVentures in Chapter 11 Bankruptcy
--------------------------------------------------------------
WorldVentures announced Dec. 22 that it has filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code in the
United States Bankruptcy Court for the Eastern District of Texas.
WorldVentures has filed customary motions with the Bankruptcy Court
that will authorize, upon approval, its ability to maintain
operations in the normal course of business, including the payment
of post-petition commissions to WorldVentures representatives,
payment of employee wages, and payment of vendors and suppliers.
These motions are typical in the Chapter 11 process and
WorldVentures anticipates that they will be approved shortly after
the commencement of its Chapter 11 case.
This voluntary filing with the Court represents a critical
milestone in the ongoing process to restructure debt caused by the
Coronavirus (COVID-19) pandemic and reorganize WorldVentures with
the goal of driving long-term, sustainable growth.
"The impact of the COVID-19 pandemic has caused significant
financial distress to our travel and leisure business," said Chief
Operating Officer Michael Poates. "As we map a new path forward,
this comprehensive financial restructuring should enable our
business to become profitable again and secure our future."
WorldVentures plans to be a healthier company as a result of the
restructuring, and throughout the bankruptcy process will continue
all day-to-day operations and honor all commitments and travel
obligations to their DreamTrips members.
WorldVentures is expected to complete the restructuring process and
emerge from Chapter 11 bankruptcy protection as soon as possible.
About WorldVentures
WorldVentures Marketing, LLC, sells travel and lifestyle community
memberships providing a diverse set of products and experiences.
The company's goal is to help Independent Representatives,
DreamTrips Members and employees achieve more fun, freedom and
fulfillment in their lives. Through its direct sales model,
WorldVentures helps its worldwide base of Independent
Representatives earn part-time or full-time income. On the Web:
http://worldventures.com/
Spherature Investments LLC and its affiliates, including
WorldVentures Marketing, LLC, sought Chapter 11 protection (Bankr.
E.D. Tex. Lead Case No. 20-42492) on Dec. 21, 2020.
Spherature Investments estimated $50 million to $100 million in
assets and liabilities.
The Hon. Brenda T. Rhoades is the case judge.
The Debtors tapped FOLEY & LARDNER LLP as counsel; and LARX
ADVISORS, INC., as restructuring advisor. STRETTO is the claims
agent.
SUNGARD AS III: Moody's Appends LD to 'Caa2-PD' PDR
---------------------------------------------------
Moody's Investors Service has affirmed Sungard AS New Holdings III,
LLC's Caa2 corporate family rating and Caa2-PD probability of
default rating. Moody's has appended the "/LD" designation to the
PDR to signal that a "limited default" has occurred. The
designation results from Moody's view that the company's initial
issuance of a new $102 million first lien term loan due July 2024
and a new $298 million second lien term loan due August 2024 in an
exchange of debt arrangement for the same amount of existing first
and second lien debt is a distressed exchange. Immediately after
incurring these new first lien and second lien term loans, Sungard
AS made prepayments at par of $5 million and $15 million,
respectively, to the new first lien and new second lien lenders.
Further, as part of the exchange of debt arrangement process a
portion of the new first lien term loan totaling $28 million was
effectively re-characterized as a delayed draw term loan by
participating lenders, and this $28 million amount was also
immediately repaid. Under terms of this delayed draw portion of its
new first lien term loan the company may redraw amounts up to the
full $28 million through February 3, 2022.
Moody's also affirmed the Caa3 rating on Sungard AS's existing
second lien term loan due November 2022, of which only a small
portion of around $13 million remains outstanding after completion
of the exchange of debt arrangement. Moody's withdrew the B2 rating
on the company's first lien term loans -- a first lien term loan
and first lien delayed draw term loan, both due in February 2022 --
that were fully paid off after completion of the exchange of debt
arrangement. Sungard AS also amended certain terms of its existing
$50 million asset-based revolver.
The outlook change to stable from negative reflects Moody's view of
Sungard AS's steady execution of its strategic initiatives, a
slowing pace of revenue and EBITDA declines, improved liquidity to
address slowly declining cash flow deficits and a strengthened
maturity profile over the next two years.
Moody's has decided to withdraw all the ratings of Sungard AS for
its own business reasons and will complete the withdrawal as soon
as practical.
Affirmations:
Issuer: Sungard AS New Holdings III, LLC
Probability of Default Rating, Affirmed Caa2-PD /LD (/LD
appended)
Corporate Family Rating, Affirmed Caa2
Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa3
(LGD4)
Withdrawals:
Issuer: Sungard AS New Holdings III, LLC
Senior Secured 1st Lien Bank Credit Facility, Withdrawn ,
previously rated B2 (LGD2)
Outlook Actions:
Issuer: Sungard AS New Holdings III, LLC
Outlook, Changed To Stable From Negative
Moody's will withdraw all of Sungard AS's ratings as soon as
practical.
RATINGS RATIONALE
The affirmation of Sungard AS's Caa2 CFR reflects continued
execution risks and uncertainties associated with achieving revenue
and EBITDA inflection following the company's 2019 exit from
bankruptcy. The slowing pace of revenue and EBITDA contraction
highlights the company's steady progress on a comprehensive
strategic realignment, but the sustainability of Sungard AS's
business model evolution is highly dependent on the future success
of recently established partnering relationships, including with
Dell Inc. (Ba1 stable), Megaport and Unitas Global. Continued
improvement in sales force productivity is critical to bookings
growth and a future inflection in revenue growth. In time,
strengthened access to capital markets will be needed to fund
success-based portions of growth objectives. Negative free cash
flow and elevated leverage risk is currently offset by an improved
liquidity position and a longer turnaround runway with the
extension of the bulk of the company's debt maturities.
The company's operating trends are the result of a combination of
factors, including historically poorly executed business evolution
strategies in a rapidly changing and competitive industry, pricing
pressures, underinvestment and weak sales force productivity.
Sungard AS has reduced its capital spending levels as reflected in
its steady mix shift to less capital-intensive service offerings in
disaster recovery as a service, including in partnership with
Amazon's AWS segment, as well as other asset-light managed services
and consulting offerings. Revenue declines contribute to persistent
cash flow deficits, but the company's sales wins in the third
quarter of 2020 included strong progress with both new customers
and existing customer renewals and upsells across multiple products
and a range of industry verticals. Sungard AS's revenue base is
supported by contractual relationships, a recognizable brand, solid
market positioning in the recovery business and relatively low
customer concentration. Sungard AS's new management team is
updating and evolving its business strategy with a comprehensive
focus on value creation over a longer time period.
Moody's expects high but generally steady debt/EBITDA of around
5.5x in 2020 and 2021. Inconsistent bookings growth and other
turnaround complications could drive leverage higher. Moody's
expects slow EBITDA margin improvement in 2021 as continued cost
cutting actions offset revenue contraction, with aggregate
headcount reductions since June 2019 expected to result in at least
$50 million of annual run-rate labor savings. Moody's expects a
mid-teens rate contraction in revenue growth for full year 2020 and
a steady and slowing pace of contraction in 2021. Moody's believes
the potential for revenue inflection remains unlikely until
mid-2022. The company's pre-Chapter 11 revenue had been in steady
decline for several years as well. At the time of its bankruptcy
exit in mid-2019 Moody's had expected flattening revenue in 2020
predicated on a faster and more successful execution of a
multi-year turnaround plan that focused on churn reduction,
bookings growth improvement and continuous cost cutting
initiatives. Despite Sungard AS's efforts to date, Moody's expects
negative free cash flow of around $30 million in 2020 with negative
free cash flow near $20 million in 2021. While this negative free
cash flow reflects some non-recurring spending that will enable
longer term costs savings, visibility into sustained improvement in
free cash flow in 2022 and beyond is limited.
As of September 30, 2020, Sungard AS had $135 million of cash on
hand, or about $170 million pro forma for the late October draw of
$35 million remaining under its first lien delayed draw term loan.
This pro forma available liquidity had been boosted by the
company's sale-leaseback of two data center properties in Atlanta
and Toronto during Q3 2020 which raised net proceeds of $48
million. Post its completion of the exchange of debt arrangement,
Sungard AS had about $120 million of pro forma balance sheet cash
as of Q3 2020. Accommodating payment-in-kind portions of both its
new first lien and second lien debt will be supportive during the
company's continued turnaround. Moody's projects the company to
have negative free cash flow over the next 12 to 18 months and
adequate liquidity from the combination of its existing cash
balances and availability under its $50 million asset-based first
lien revolver due August 2024. Moody's expects Sungard AS to be in
compliance under the terms of its new credit agreements.
The instrument ratings reflect both the probability of default of
Sungard AS, as reflected in the Caa2-PD/LD PDR, an average expected
family recovery rate of 50% at default, and the loss given default
assessment of the debt instruments in the capital structure based
on a priority of claims. The remaining existing second lien term
loan is rated Caa3, one notch below the Caa2 CFR and reflects
subordination to the company's asset-based revolver and new first
lien term loan, and the elimination of security in AS's foreign
subsidiaries which subordinates the existing second lien term loan
to the new second lien term loan with respect to the foreign
subsidiaries. The asset-based senior secured revolver has a
first-priority claim on US accounts receivable and unrestricted US
cash balances.
The stable outlook reflects Moody's view of Sungard AS's steady
execution of its strategic initiatives, declining pace of revenue
and EBITDA contraction, improved liquidity to address slowly
declining cash flow deficits and strengthened maturity profile over
the next two years.
Moody's could consider a rating upgrade if revenue growth turns
positive, free cash flow approaches 5% of debt and leverage is
below 4.75x (all on a sustained basis).
The rating could be downgraded if the probability of default
increases or expected recoveries in a default scenario decline due
to further profitability or liquidity erosion.
The principal methodology used in these ratings was Communications
Infrastructure Industry published in September 2017.
Sungard AS New Holdings III, LLC is a provider of disaster recovery
services and managed IT services.
SUNGARD AS: S&P Downgrades ICR to 'SD' on Distressed Exchange
-------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
high-availability infrastructure and disaster recovery services
provider Sungard AS New Holdings III LLC to 'SD' (selective
default) from 'B-' and its issue-level ratings on its senior and
junior term loans to 'D' from 'B+' and 'B-', respectively.
The downgrade follows Sungard AS' announcement that it completed an
amend-and-extend transaction for all of its $100 million
outstanding amount of senior term loans due February 2022 and
substantially all of its $300 million outstanding amount of junior
term loans due November 2022.
S&P said, "While the transaction improves the company's debt
maturity profile, we view it as a distressed exchange because the
lenders received less than the original promise based on current
market values below par. Our view also incorporates the company's
challenged operating history since its spin-off in 2014, the
inconsistent business execution of its service offerings, and its
weak FOCF generation. While the turnaround efforts are uncertain,
we acknowledge the company's cost reduction progress to manage
revenue erosion and expansion of partnerships to develop new
service offerings."
S&P believes Sungard AS would not have been able to refinance its
debt at reasonable terms absent an exchange. The company's $100
million senior term loans would have become current in February
2021 and its liquidity sources would have been insufficient to
address the maturity.
Through the transaction, Sungard AS extended its senior term loan's
maturity to July 2024 from February 2022. In exchange, it provided
its senior term loan lenders with a one-time $5 million repayment
at par. The all-in interest rate is unchanged, though the
pay-in-kind (PIK) portion will decrease. The company also extended
the maturity of its junior term loan to August 2024 from November
2022. In exchange, it provided its junior term loan lenders with a
one-time $15 million repayment at par and a modest increase in PIK
interest. Upon completion of the transaction, the company will have
a small portion of junior term loans that lenders did not elect to
extend. S&P believes these loans will be disadvantaged and will not
benefit from the same security and covenant packages as those for
the extended term loans.
S&P said, "We are reassessing our issuer credit rating on Sungard
AS following the completion of the transaction. We will evaluate
the company's credit profile and capital structure to determine
whether it is unsustainable at that time considering its uncertain
business recovery and weak FOCF generation. Though its debt
maturity profile will improve, we view Sungard AS as highly
dependent on favorable business and market conditions to meet its
financial commitments."
TALLGRASS ENERGY: Fitch Corrects Dec. 15 Ratings Release
--------------------------------------------------------
Fitch Ratings issued a correction of a release on Tallgrass Energy
Partners, LP published Dec. 15th, 2020. It includes the ratings for
Tallgrass Energy Finance Corp., which were omitted from the
original release.
The amended ratings release is as follows:
Fitch Ratings has assigned 'BB-'/'RR4' ratings to Tallgrass Energy
Partners, LP's (TEP) proposed issuance of senior unsecured notes.
Tallgrass Energy Finance Corp. is a co-issuer of the proposed
notes. Proceeds from the offering are to pay the cash consideration
of a debt tender for notes coming due October 2023, among other
means of providing for the repayment of this maturity. The Rating
Outlook for TEP is Negative.
TEP's rating reflects the size of the company, the diversity of its
cash flows, and the revenue-assurance features related to its two
largest assets, the pipelines Pony Express and Rockies Express. TEP
owns 75% of Rockies Express Pipeline LLC (ROCKIE; BBB-/Negative).
Pony Express has the majority of its run-rate volumes underpinned
by minimum volume commitments (MVCs), and Rockies Express obtains
almost all of its revenues from take-or-pay payment obligations.
The weighted average contract life for the west-bound service on
Rockies Express, the more profitable service, is approximately 12
years. Pony Express has, with the exception of May and June 2020, a
steady profile of volumes incremental to its aggregate MVC level,
testifying to the value of its transportation path for shippers in
three producing basins.
Concerns related to TEP include recently rising leverage, as viewed
from a level above TEP (entities collectively referred to as Holdco
are, first, Prairie ECI Acquiror LP [B+/Negative], as borrower
under a Term Loan B, and, second, Tallgrass Energy, LP, as pledgor
in said Term Loan B structure). Holdco's leverage, calculated on a
method of proportionate-for-ROCKIE total debt-to-adjusted EBITDA,
is expected by Fitch to be approximately 7.5x in 2021. LTM 3Q20
total debt-to-adjusted EBITDA at Holdco was approximately 8.0x.
The Negative Outlooks for Prairie ECI Acquiror LP and TEP are both
based on counterparty credit risk. TEP has exposure to certain of
its long-term shippers, on each of Pony Express and ROCKIE, which
are rated lower than 'BB+'. Of particular concern are a subset of
high-yield shippers of TEP that are deemed by Fitch to have
single-B category credit quality.
KEY RATING DRIVERS
Leverage: Total debt to adjusted EBITDA for Holdco is currently at
the high end of the range that corresponds to the 'BB-' Issuer
Default Rating. One of the causes of high leverage is due to oil
production shut-ins affecting Pony Express. Shut-ins can be traced
to the coronavirus and the way OPEC+ reacted to the pandemic. In
September 2020, Holdco adopted a distribution policy for the
corporate family that should have the effect over time of lowering
Holdco's leverage, with a particular focus on lowering TEP's
absolute level of indebtedness. As mentioned above, Fitch's
forecast for Holdco leverage (proportionate-for-ROCKIE method) for
2021 is approximately 7.5x, which is in-line with the TEP rating.
Counter-Party Credit Risk: In November 2020, Gulfport Energy
Corporation (NR) joined Ultra Petroleum Corp. (NR) as 2020
bankruptcies of ROCKIE long-term shippers (Ultra filed in May
2020). The Negative Outlook for both TEP and Holdco relates to
counterparty credit risk trends, some of which date back about 12
months (with some recent up trends mixed in with the overall down
trend). ROCKIE is relatively insensitive to customer credit risk
movements in the 'B+'/'BB-'/'BB'/'BB+' unsecured debt range. Yet
Fitch has concerns about some lower-rated and non-rated customers
of ROCKIE. Fitch acknowledges that some of these deemed low rated
shippers have performed corporate actions this year that have
bolstered credit quality.
TEP's Pony Express has a degree of execution risk in achieving
volumes over minimum volume commitment (MVC) levels. At Pony
Express, counterparty credit volatility even in the 'B+'/'BB-'
range may potentially correlate, in Fitch's view, with
producer-customers not being able to keep future production level
to 1Q20 (a representative historic quarter).
The bankruptcy events of this year, when overlaid with reasonably
conservative assumptions about recovery of damages from contract
rejections, are consistent with Fitch's projection of 2021 leverage
of approximately 7.5x.
Take-or-Pay and Minimum Volume Commitments: Historically, TEP has
had low cash flow volatility. As mentioned above, ROCKIE has a
solid contract coverage profile, with its core west-bound service
contracts supplemented by moderately high contract coverage for the
east-bound service. Pony Express has minimum volume commitments for
a majority of expected throughput. A considerable amount of Pony
Express capacity is under contracts that provide for a volume
incentive rate structure, which historically has been a structure
that has attracted significant incremental volumes. These volumes
have been quite steady over time.
Parent Subsidiary Linkage: Per Fitch's relevant criteria, Holdco
and TEP exist in a strong subsidiary/weak parent relationship.
Legal ties are weak, as, among other things, TEP does not guarantee
the debt of Holdco. Operational ties are approximately weak. In
particular, there is no centralized treasury. TEP has its own
revolving credit facility, while Holdco at Sept. 30, 2020 has
unrestricted cash for an amount that is higher than needed to make
its next several quarterly debt service payment. Given the weak
ties, overall linkage is deemed to be weak. At this juncture in
applying the criteria, Fitch choses to have Holdco's and TEP's IDRs
be different, one from the other. The notching between the IDRs is
one notch, whereas before it was two notches. One notch is more
appropriate than two notches at the current time, given that Fitch
now understands there is some potential for ebbs and flows as to
what Holdco needs from TEP. As to ESG, TEP has a complicated
ownership structure above it, which is relevant to the TEP's credit
rating (registering an ESG relevance score of '4').
DERIVATION SUMMARY
The Key Rating Driver above, on Parent Subsidiary Linkage, serves
as the basis of the derivation analysis. The focus of peer analysis
is on companies which make for a good comparison with the Tallgrass
group's consolidated profile (a term in Parent Subsidiary Linkage
Criteria). Williams (BBB-/Stable) shares with the Tallgrass group
the core of the credit being two long-distance FERC regulated
pipes. Williams' FERC-regulated pipes are each stronger than either
of Tallgrass' two largest FERC regulated pipelines. This element of
superiority is balanced by Williams having a much larger gathering
and processing business than Tallgrass. G&P is a higher risk
business than FERC-regulated pipelines. Fitch expects Williams to
have 2021 total debt-to-EBITDA of approximately 4.6x. The two
families (Williams Companies, Inc. on the one side, and the
Tallgrass family on the other) are separated in ratings by a large
amount, and the reasons for the divergence are the leverage and
size of each family.
NuStar Energy (NuStar; BB-/Stable) has a FERC-regulated pipeline
that carries refined products. It is the minority of the business,
yet this pipeline is stronger than either of Tallgrass' two
pipelines. Fitch forecasts NuStar 2021 total debt-to-EBITDA of
approximately 5.6x-6.0x. This 2021 leverage profile is similar to
Fitch's forecast of leverage for TEP. However, the
proportional-for-ROCKIE Holdco leverage is expected to be
approximately 7.5x in 2021. Accordingly, the Tallgrass'
consolidated profile is deemed to be 'b+', and, off of this 'b+',
Holdco's IDR is 'B+' and TEP's is 'BB-'.
KEY ASSUMPTIONS
-- Fitch Price Deck of West Texas Intermediate for 2021 at
$42/barrel, 2022 at $47, and long-term at $50; and Henry Hub
2021 and out, $2.45/thousand cubic feet;
-- ROCKIE distributions and EBITDA consistent with Fitch's
expectations for ROCKIE, which, in turn reflect more than one
customer rejecting contracts in bankruptcy (this forecast has
been realized with the Gulfport bankruptcy);
-- The non-ROCKIE part of TEP's business absorbs some shortfalls
against Fitch previous expectations related to customer
bankruptcies;
-- 2021 capex and investments in joint ventures falls to level
significantly lower than the previous trough;
-- 2021 distributions from TEP to Holdco are, for each quarter,
approximately equal to the distribution declared in August
2020.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch would consider stabilizing the Outlook for TEP (and
Holdco) if counterparty credit risk on MVC contracts and take
or-pay contracts (including at ROCKIE) was deemed to be
lessening, and with respect to Pony Express, that volumes were
forecast to be sustainably at or above forecast levels, all in
the context of leverage in-line with Fitch's expectation;
-- For TEP, if Holdco's proportionate consolidated total debt-to
adjusted EBITDA is expected to be below 7.0x for a sustained
period;
-- A positive rating action for Holdco.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- For TEP, if Holdco's proportionate consolidated total debt-to
adjusted EBITDA (measured at the Holdco level) is expected to
be above 8.0x for a sustained period;
-- For both TEP and Holdco, a significant depletion of Holdco's
consolidated liquidity, compared with its current liquidity
position;
-- For both TEP and Holdco, a large customer with a long-term
take or pay (ROCKIE) contract or MVC (Pony Express) contract
has a financial condition that is consistent with a potential
bankruptcy filing, and the current market for the TEP's
transportation service indicates the potential for a contract
rejection;
-- A negative rating action for Holdco.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Liquidity Adequate: TEP has a $2.25 billion revolving credit
facility which had $813 million of borrowings outstanding as of
September 30, 2020, leaving approximately $1.44 billion in
availability. Fitch believes TEP's near-term maturity obligations
are manageable and liquidity is improving. Following the redemption
of the October 2023 senior unsecured notes from the proceeds of the
offered notes due 2030, debt maturities consists of senior
unsecured notes maturating in 2024, 2025, 2027, 2028 and the
offered notes. Near-term maturities are limited to the borrowings
under the revolving credit facility which matures in June 2022.
On July 26, 2018, TEP and certain of its subsidiaries entered into
an amendment to its existing revolving credit facility. The
amendment modified certain provisions of the credit agreement to,
among other things, increase the available amount of the TEP
revolving credit facility to $2.25 billion, reduce certain
applicable margins in the pricing grids used to determine the
interest rate and revolving credit commitment fees, modify the use
of proceeds to allow TEP to pay off the Tallgrass Equity, LLC
revolving credit facility, and increase the maximum total leverage
ratio to 5.5x. In addition to the 5.5x leverage covenant, the
revolver requires TEP to maintain a consolidated senior secured
leverage ratio of not more than 3.75x and a consolidated interest
coverage ratio of not less than 2.5x.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch typically adjusts midstream energy companies' EBITDA to
exclude equity in earnings of unconsolidated affiliates, but
include cash distributions from unconsolidated affiliates. For
additional perspective, Fitch evaluates TEP and Holdco relative to
its proportionate consolidation-based leverage, which includes pro
rata EBITDA and pro rata debt of levered joint ventures. For TEP
and Holdco, in addition to calculating its leverage metrics
inclusive of REX distributions as described above Fitch has also
proportionately consolidated ROCKIE in TEP and Holdco's leverage
calculations to include 75% of ROCKIE EBITDA and debt in TEP and
Holdco's metrics, amounts proportional to their ownership interest
in the pipeline. As to ROCKIE's EBITDA, Fitch adds to operating
income changes in the Contract Asset account. Lastly, Fitch reviews
Holdco's stand-alone leverage, but unlike in the last press release
for Holdco, Fitch no longer has stand-alone leverage in its
Sensitivities.
ESG CONSIDERATIONS
Tallgrass Energy Partners, LP has an ESG Relevance Score of '4' for
Group Structure and Financial Transparency due to the complexity of
the financing provisions for Holdco, which has a negative impact on
the credit profile, and is relevant to the rating[s] in conjunction
with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
TOWN SPORTS: Ex-CEO Building Rival Fitness Chain
------------------------------------------------
Katherine Doherty and Sridhar Natarajan of Bloomberg News report
that the former head of New York Sports Clubs, the gym chain that
went bankrupt as the Covid-19 pandemic was spreading, is building a
new fitness business that could compete with NYSC's new owners.
The venture led by Patrick Walsh is backed by $100 million from
investment firm Kennedy Lewis Investment Management, according to
people with knowledge of the situation. Kennedy Lewis will become
the company's largest shareholder, receiving 51% of common stock
for providing the senior secured, first-lien delayed draw term
loan, the people said.
The investment firm will also appoint three directors to a
five-member board.
About Town Sports
Town Sports International, LLC and its subsidiaries are owners and
operators of fitness clubs in the United States, particularly in
the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, the
Company operated 186 fitness clubs under various brand names,
collectively serving approximately 605,000 members. Town Sports
owns and operates brands such as New York Sports Clubs, Boston
Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs,
Lucille Roberts and Total Woman.
Town Sports and several of its affiliates filed for bankruptcy
protection (Bankr. D. Del. Lead Case No. 20-12168) on Sept. 14,
2020. The petitions were signed by Patrick Walsh, chief executive
officer.
The Debtors were estimated to have $500 million to $1 billion in
consolidated assets and consolidated liabilities.
The Hon. Christopher S. Sontchi presides over the cases.
Young Conaway Stargatt & Taylor, LLP, and Kirkland & Ellis LLP have
been tapped as bankruptcy counsel to the Debtors. Houlihan Lokey,
Inc. serves as financial advisor and investment banker to the
Debtors, and Epiq Corporate Restructuring LLC acts as claims and
noticing agent to the Debtors.
TTK RE ENTERPRISE: Insider Buying Somers Point Property for $300K
-----------------------------------------------------------------
TTK RE Enterprises, LLC, asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the sale of the residential
property located at 537 Sunrise Avenue, City of Somers Point, New
Jersey to TTK Home Improvements, LLC and David Pham for $300,000.
A hearing on the Motion is set for Jan. 26, 2021 at 11:00 a.m.
The Debtor is a New Jersey Limited Liability Company which owned
approximately 48 residential properties in southern New Jersey as
of the Petition Date. Among the rental units owned by the Debtor
is the Property. The Debtor's business consists of acquiring and
leasing of residential real properties.
The Property is a four-bedroom and two and one-half-bathroom,
single family home. The Comparative Market Analysis dated Dec. 18,
2020 set the value of the Property at $300,000.
The proposed Purchaser is the husband of Emily Vu, the Debtor's
principal, although the two are legally separated.
As of the Petition Date, the Debtor was indebted to Fay Servicing,
LLC, as servicer for U. S. Bank Trust National Assn., in its
capacity as trustee of HOF I Grantor Trust 5 in the original amount
of $4,405,944 (Proof of Claim #1-1). The Loan Funder Claim was
secured by a commercial mortgage against 28 of the Debtor's real
properties, including the Property as of the Petition Date. The
Loan Funder mortgage against the Property dated May 14, 2019 was
recorded on June 4, 2019 in the Atlantic County Clerk's Office in
Instrument #2019027956.
The Loan Funder Claim is also secured by the rents from the real
properties against which Loan Funder possesses a mortgage(s),
including the Property. According to the Title Report, the
Property is also subject to the Loan Funder UCC-1 Financing
Statements filed in the Recorder of Deed Office on June 3, 2019 as
#2019027621 and the UCC Financing Statement in the Recorder of Deed
Office on June 24, 2019 as #53453792 filed State of New Jersey,
Dept. of Treasure, Division of Revenue & Enterprise Service, UCC
Section. The balance owed to Loan Funder and secured by the Loan
Funder Mortgage UCC-1 Financing Statement against the Property is
far in excess of the value of the Property.
he Property was listed for sale with Soliel Sotheby's International
Realty, the Court approved realtor for the Property and has been
actively marketed by Soleil's. As the result of the efforts of
Soleil's, the Debtor has entered into a Contract for Sale of the
Property with the Purchasers for the sum of $300,000, subject to
the approval of the Court, which would entitle Soleil's to a
commission of 5% of the gross sale price or $15,000.
Notwithstanding the fact that the Purchasers are "insider" of any
the Debtor, the purchase price is fair the result of arm's-length
good faith negotiations between the Debtor and the Purchaser.
The Debtor believes the $300,000 purchase price for the Property is
the highest and best offer which the Debtor will receive for the
Property and that it is in its best business judgment to proceed
with the sale of the Property to the Purchasers.
By the Motion, the Debtor asks the entry of an order approving the
sale of the Property to the Purchasers, who is a non-insider
third-party, free and clear of Liens, which such Liens to attach to
the proceeds of such sale, and for the net proceeds of the sale of
the Property, after normal costs attendant with closing and any
specific items as set forth in the Motion and proposed form of
Order, to be paid to Loan Funder on account of the Loan funder
Mortgage in exchange for Loan Funder's release of the Loan Funder
Mortgage against the Property.
Except for all transfer Taxes associated with the sale or as
otherwise provided for in the Agreement and all normal, customary
cost of closing, all other costs relating to the sale and
settlement of the Property, will be the sole obligation of the
Purchasers at the time of closing, including all searches and
title search fees, all survey fees, all title company settlement
charges and title insurance costs, all of the Purchasers' closing
expenses (including legal fees), all settlement fees and any other
and all other costs associated with the transfer of the Property.
All property taxes, all public utility charges, rents and like
charges, if any, relating to the Property will be pro-rated as of
settlement. The appropriate pro-rated taxes and other charges with
net balances owed will be paid by either Party at the time of
closing.
The Debtor submits that at the time of closing the proceeds of the
sale of the Property should be paid as follows:
a. Normal costs attendant with closing on the sale of the
Property (real estate, taxes, utilities, et.);
b. 5% of the Purchase Price ($15,000) to Soleil's, to be split
equally with any participating/cooperating broker in connection
with the sale of the Property;
c. Oustanding real estate taxes; and
d. All remaining proceeds to Loan Funder on account of the
Loan Funder Secured Claims (Loan Funder Mortgage against the
Property and UCC-1 Financing Statement.
Finally, the Debtor requests that the stay of an order granting the
Motion under Bankruptcy Rule 6004(h) be waived for cause because
the Purchasers intend to close as soon as practical after an Order
Approving Sale is entered the Debtor is concerned that the
Purchasers will refuse to close if he cannot do so by that date.
A copy of the Contract is available at https://bit.ly/2WJ10wa from
PacerMonitor.com free of charge.
The Purchaser:
TTK HOME IMPROVEMENTS, LLC/David Pham
401 Glenn Ave.
Egg Harbor Township, NJ 08234
About TTK RE Enterprise
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total current value of
$9,265,000.
TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case
No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG
PC - CHERRY HILL is the Debtor's counsel.
UNITED AIRLINES: Egan-Jones Lowers Sr. Unsecured Ratings to CCC+
----------------------------------------------------------------
Egan-Jones Ratings Company, on December 15, 2020, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by United Airlines Incorporated to CCC+ from B-.
Headquartered in Chicago, Illinois, United Airlines, Inc. provides
commercial airline services.
UNIVERSITY PLACE: Hires Bush Kornfeld as Bankruptcy Counsel
-----------------------------------------------------------
University Place Rehabilitation Center, LLC, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court for
the Western District of Washington to employ Bush Kornfeld LLP, as
bankruptcy counsel to the Debtors.
University Place requires Tracy Law Group to:
a. give the Debtors legal advice with the respect to its
powers and duties as debtor-in-possession in the continued
operation of its business and management of its property;
b. prepare on behalf of the Debtors all appropriate and
necessary motions, applications, responses, replies,
answers, orders, reports, and other papers and pleadings in
support and furtherance of the chapter 11 case;
c. advise the Debtors with respect to all processes
surrounding a proposed sale of their assets and preparing
all pleadings associated therewith;
d. assist the Debtors in review of all claims and in
determination of all issues associated with distribution on
allowed claims;
e. take necessary action to avoid any liens subject to the
Debtors' avoidance;
f. perform any and all other legal services for the Debtors as
may be necessary in the bankruptcy case.
Bush Kornfeld will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
To the best of the Debtors' knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Bush Kornfeld can be reached at:
BUSH KORNFELD LLP
601 Union St., Suite 5000
Seattle, WA 98101-2373
Tel: (206) 292-2110
Fax: (206) 292-2104
About University Place
University Place Rehabilitation Center, LLC owns and operates a
skilled nursing care facility in University Place, Washington.
University Place Rehabilitation Center, LLC, based in University
Place, WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
20-42793) on Dec. 18, 2020. In the petition signed by CEO Eric
Orse, the Debtor disclosed $3,746,381 in assets and $5,684,608 in
liabilities. The Hon. Brian D. Lynch presides over the case. Bush
Kornfeld LLP, serves as bankruptcy counsel. The Tracy Law Group,
PLLC, and McNaul Ebel Nawrot & Helgren PLLC, serve as special
counsels.
UNIVERSITY PLACE: Hires Ogden Murphy as Special Counsel
-------------------------------------------------------
University Place Rehabilitation Center, LLC, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court for
the Western District of Washington to employ Ogden Murphy Wallace,
PLLC, as special counsel to the Debtors.
University Place requires Ogden Murphy to assist the Debtors in
connection with health care regulatory matters and deal-specific
corporate transaction matters attendant to the Debtors'
pre-petition efforts to sell their assets.
Ogden Murphy will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
William F. Malaier, Jr., a partner of Ogden Murphy Wallace, 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.
Ogden Murphy can be reached at:
William F. Malaier, Jr., Esq.
OGDEN MURPHY WALLACE, PLLC
901 5th Ave. Suite 3500
Seattle, WA 98164
Tel: (206) 447-7000
About University Place
About University Place
University Place Rehabilitation Center, LLC, owns and operates a
skilled nursing care facility in University Place, Washington.
University Place Rehabilitation Center, based in University Place,
WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
20-42793) on Dec. 18, 2020. In the petition signed by CEO Eric
Orse, the Debtor disclosed $3,746,381 in assets and $5,684,608 in
liabilities. The Hon. Brian D. Lynch presides over the case. Bush
Kornfeld LLP, serves as bankruptcy counsel to the Debtor. The
Tracy Law Group, PLLC, and McNaul Ebel Nawrot & Helgren PLLC, serve
as special counsel.
UNIVERSITY PLACE: Hires Orse & Company as Chief Executive
---------------------------------------------------------
University Place Rehabilitation Center, LLC, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court for
the Western District of Washington to employ Orse & Company, Inc.,
as chief executive to the Debtors.
University Place requires Orse & Company to:
a. control the Debtors' bank accounts and assets;
b. employ persons as needed in the management, operation, and
liquidation of the Debtors' businesses and assets;
c. perform or contract accounting, consulting, and tax
services with respect to the Debtors' assets; and
d. perform any action reasonably necessary in the ordinary
course of Debtors' businesses.
Orse & Company will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
To the best of the Debtors' knowledge the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code and does not represent any interest adverse to the Debtors and
their estates.
Orse & Company can be reached at:
Orse & Company, Inc.
200 West Mercer Street, Suite E407
Seattle, WA 98119
About University Place
University Place Rehabilitation Center, LLC owns and operates a
skilled nursing care facility in University Place, Washington.
University Place Rehabilitation Center, LLC, based in University
Place, WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
20-42793) on Dec. 18, 2020. In the petition signed by CEO Eric
Orse, the Debtor disclosed $3,746,381 in assets and $5,684,608 in
liabilities. The Hon. Brian D. Lynch presides over the case. Bush
Kornfeld LLP, serves as bankruptcy counsel. The Tracy Law Group,
PLLC, and McNaul Ebel Nawrot & Helgren PLLC, serve as special
counsels.
UNIVERSITY PLACE: Hires Tracy Law Group as Special Counsel
----------------------------------------------------------
University Place Rehabilitation Center, LLC, and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court for
the Western District of Washington to employ The Tracy Law Group,
PLLC, as special counsel to the Debtors.
University Place requires Tracy Law Group to:
(1) provide it with legal advice and representation regarding
the negotiation of repayment of the judgment entered
against it on or about May 8, 2020, in A Plus Healthcare,
LLC v. University Place Rehabilitation Center, LLC v.
University Place Rehabilitation Center, LLC, Pierce County
Superior Court Case No. 19-2-11373-7;
(2) provide it with legal advice and representation in respect
to debts it allegedly owed to Dr. Sabrina Benjamin
(Sabrina Benjamin v. University Place Rehabilitation
Center, et al., Pierce County Superior Court Case No. 20-
02-07666-5); and
(3) provide it with legal advice and representation in respect
to debts it allegedly owed to Prime Time Healthcare, LLC,
and to engage in negotiations regarding the judgment
entered against it in Prime Time Healthcare, LLC v.
University Place Rehabilitation Center, et al., District
Court of Douglas County, Nebraska, Case No. CI 20-5962).
Tracy Law Group will be paid based upon its normal and usual hourly
billing rates. The firm will also be reimbursed for reasonable
out-of-pocket expenses incurred.
Steven J. Reilly, a partner of The Tracy Law Group, PLLC, assured
the Court that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code and does not
represent any interest adverse to the Debtors and their estates.
Tracy Law Group can be reached at:
Steven J. Reilly, Esq.
The Tracy Law Group, PLLC
1601 5th Ave.
Seattle, WA 98101
Tel: (206) 624-9894
About University Place
University Place Rehabilitation Center, LLC owns and operates a
skilled nursing care facility in University Place, Washington.
University Place Rehabilitation Center, LLC, based in University
Place, WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
20-42793) on Dec. 18, 2020. In the petition signed by CEO Eric
Orse, the Debtor disclosed $3,746,381 in assets and $5,684,608 in
liabilities. The Hon. Brian D. Lynch presides over the case. Bush
Kornfeld LLP, serves as bankruptcy counsel. The Tracy Law Group,
PLLC, and McNaul Ebel Nawrot & Helgren PLLC, as special counsels.
UNIVERSITY PLACE: Selling Substantially All Assets for $255K
------------------------------------------------------------
University Place Rehabilitation Center, LLC, Renton Healthcare
Rehabilitation Center, LLC, and Talbot Rehabilitation Center, LLC,
ask the U.S. Bankruptcy Court for the Western District of
Washington to authorize the sale of substantially all the assets of
(i) University Place to WA3 OP Univ, LLC for $85,000, less certain
credits due to the Buyer; (ii) Renton Healthcare to WA3 OP Renton,
LLC for $85,000, less certain credits due to the Buyer; and (iii)
Talbot Rehabilitation to WA3 OP Talbot, LLC for $85,000, less
certain credits due to the Buyer.
The Debtors are home to 240 elderly and vulnerable residents. The
only source of funding is its secured lender, that is not
obligated, and is no longer willing to continue funding their
operations except in the context of facilitating the Proposed Sale,
which the Buyers require to close by Jan. 25, 2021. The Proposed
Sale would ensure no disruption in the lives of the residents and
continued employment for the Debtors' 329 employees. Even without
the urgency caused by their immediate cash flow needs, the Debtors
do not believe that additional time would yield a better result to
the Debtors and their bankruptcy estates, their employees and their
residents.
While the Debtors' financial performance has improved during 2020,
there is no realistic scenario that would allow them to continue
operations and repay the millions of dollars in debts that they
have accumulated. After months of exploring potential
alternatives, the Debtors have concluded that it is in the best
interests of its residents, employees, and vendors to sell their
assets through a sale under Section 363 of the Bankruptcy Code.
While priority and unsecured creditors are not projected to receive
a dividend directly from the Proposed Sale, the Debtors' members
have committed to expend millions of dollars of their own funds to
accomplish a transition of the Facilities, while maintaining
operations, through a going-concern sale. That will prevent trauma
to the Facilities' residents and maintain employment for hundreds
of Washington residents at a time when unemployment is high due to
COVID-19, as well as maintaining a trading partner for the Debtors'
vendor.
The Debtors possess no unencumbered cash for operations. The
source of substantially all of the funds available to pay their
operational expenses are obtained by borrowing from their senior
secured lender, The Capital Foresight Limited Partnership. The
Secured Lender's loans are secured by the Debtors' asset. Under
the documents governing its lending, the Secured Lender is not
required to lend further to the Debtors and, indeed, has lent
millions of dollars in excess of what the original loan documents
contemplate. Without the continued support of the Secured Lender,
the Debtors would not be able to continue operations. The Secured
Lender is supportive of the Proposed Sale
Given the lack of options facing them, the Debtors believe that
Proposed Sale is the best alternative for the stakeholders in these
cases, including for their residents, whom will continue to receive
care as a result of the Proposed Sale.
The material terms of the Purchase Agreement between the Debtors
and the Buyers are:
1. The assets to be purchased are detailed in Section 1.01 of
the Purchase Agreement. The assets include the Debtors' personal
property, books, financial records, furnishing, fixtures,
equipment, and certain claims, including avoidance actions.
2. The assets to be excluded from purchase are detailed is
Section 1.02 of the Purchase Agreement. The Purchase Agreement
does not contemplate purchase of the Debtors' largest asset
consisting of its account receivables, nor certain corporate
records, and also excludes potentially valuable litigation claims.
3. The contracts proposed to be assumed by the Debtors and
assigned to the Buyers are detailed in Schedule I to the Purchase
Agreement and consist of the Debtors' three real property leases,
provider agreements, and the contracts with its residents.
4. The Buyer will pay the Debtors $85,000, less certain
credits due to the Buyer, as well as assume certain liabilities as
detailed in Section 2.01 of the Purchase Agreement.
5. Approval by the Court by Jan. 25, 2021 and issuance of New
Licenses by the Washington Department of Social and Health Services
to the Buyer or its affiliates, among other conditions contained in
the Purchase Agreement.
6. No commission will be due on the transaction.
7. The Debtors will be responsible for any transfer taxes due
as a result of the transaction.
The Debtors could not negotiate a sale without the support of one
its members, Irving Bauman. Specifically, in order to facilitate
the Proposed Sale, Irving Bauman has agreed to the following
financial support:
1. To the extent the Debtors' accounts receivables do not
satisfy their debt to the Secured Lender, Mr. Bauman will make the
Secured Lender whole. While the amount of its credit line and
accounts receivable fluctuate, the Debtors estimate that the
obligation will ultimately be approximately $1.5 million to $2
million.
2. At closing, Mr. Bauman, on behalf of the Debtors, will pay
an amount equal to the Debtors' employees' accrued time off to the
Buyer. The Debtors estimate that amount to be approximately
$500,000.
3. As part of the process of the Buyer obtaining a license to
operate the facilities from the State of Washington, the Debtors
anticipate that the State will ask security from the Debtors for
any overpayments that the State may have made to the Debtors while
the Debtors operated the facilities. The Debtors have no ability
to provide such security. Mr. Bauman will provide such security to
the State, in the amount and form to be negotiated between him and
the State. The Debtors estimate that the value of the security
will be approximately $510,000.
4. While not technically connected to the Proposed Sale, Mr.
Bauman has also taken responsibility for approximately $2.2 million
of unpaid payroll taxes accrued by the Debtors in the fourth
quarter of 2019 and the first quarter of 2020. Mr. Bauman has
initiated a payment plan to the IRS to ensure these taxes are
paid.
The Debtors' real property lessors, owners of the real property
upon which the Facilities operate, are each an affiliate of the
Secured Lender. The Property Owners are in negotiations with the
Buyer to sell the real property to the Buyer. While the Debtors
are not a party to, and the Purchase Agreement is not contingent
upon, the Real Property Transaction, the Debtors anticipate that,
concurrently with closing on the Purchase Agreement, the Proposed
Real Property Transaction will close, such that the Facilities and
the real property upon which they operate will have affiliated
ownership. Neither the Debtors nor its members will receive any
remuneration from the Proposed Real Property Transaction.
The Debtors have three categories of contracts that the Purchase
Agreement contemplates to be assumed and assigned:
1. The Current Operating Leases: The Buyer requires the
assumption and assignment of the Current Operating Leases. The
Debtors are current in their obligations under the Current
Operating Leases.
2. The Admission Agreements: The Buyer requires the assumption
and assignment of the Admission Agreements. The Debtors are
current in their obligations under the Admission Agreements.
Notice of the Motion will be provided to the counter-party of each
Admission Agreement.
3. The Provider Agreement: The Buyer requires the assumption
and assignment of the Provider Agreements. The Debtors are current
in their obligations under the Provider Agreements.
Time is of the essence in completing the sales process and closing
a sale. For this reason, the Debtors ask that the Court waives the
14-day stay on closing of the Proposed Sale, as authorized under BR
6004(h).
A copy of the Agreement is available at https://bit.ly/3mKlijt from
PacerMonitor.com free of charge.
The Purchasers:
WA3 OP UNIV, LLC
WA3 OP RENTON, LLC
WA3 OP TALBOT, LLC
525 Chestnut Street
Cedarhurst, NY 11516
Attn: Samuel Goldner (goldner@gcapmgmt.com)
The Purchasers are represented by:
BENESCH LAW
200 Public Square, Suite 2300
Cleveland, Ohio 44114
Attn: Dan O'Brien, Esq. (dobrien@beneschlaw.com)
- and -
MCGRAIL & BENSINGER
888-C 8th Avenue #107
New York, NY 10019
Attn: Dave McGrail, Esq.
(dmcgrail@mcgrailbensinger.com)
About University Place
University Place Rehabilitation Center, LLC, owns and operates a
skilled nursing care facility in University Place, Washington.
University Place Rehabilitation Center, based in University Place,
WA, filed a Chapter 11 petition (Bankr. W.D. Wash. Case No.
20-42793) on Dec. 18, 2020. In the petition signed by CEO Eric
Orse, the Debtor disclosed $3,746,381 in assets and $5,684,608 in
liabilities. The Hon. Brian D. Lynch presides over the case. Bush
Kornfeld LLP, serves as bankruptcy counsel to the Debtor. The
Tracy Law Group, PLLC, and McNaul Ebel Nawrot & Helgren PLLC, serve
as special counsel.
VENUS CONCEPT: Prices $22.5 Million Public Offering
---------------------------------------------------
Venus Concept Inc. reported the pricing of its public offering of
11,250,000 shares of its common stock and warrants to purchase
5,625,000 shares of common stock at a combined offering price to
the public of $2.00 per share and accompanying warrant. The
warrants have an exercise price of $2.50 per share of common stock,
are exercisable immediately, and expire five years from the date of
issuance. Venus Concept intends to use the gross proceeds of
approximately $22.5 million, before deducting underwriting
discounts and commissions and estimated offering expenses, from the
offering for general corporate purposes, including the funding of
research and development activities.
Oppenheimer & Co. Inc. is acting as sole book-running manager and
Ladenburg Thalmann & Co. Inc. is acting as lead manager of the
proposed offering.
The offering will be made only by means of a written prospectus and
related prospectus supplement forming part of a shelf registration
statement on Form S-3 (No. 333-228562) that was initially filed
with the U.S. Securities and Exchange Commission on Nov. 27, 2018
and declared effective on Dec. 10, 2018. A preliminary prospectus
supplement and accompanying prospectus relating to and describing
the terms of the proposed offering has been filed with the SEC and
is available on the SEC's website located at www.sec.gov.
About Venus Concept
Toronto, Ontario-based Venus Concept Inc. is an innovative global
medical technology company that develops, commercializes, and
delivers minimally invasive and non-invasive medical aesthetic and
hair restoration technologies and related practice enhancement
services. The Company's aesthetic systems have been designed on a
cost-effective, proprietary and flexible platform that enables the
Company to expand beyond the aesthetic industry's traditional
markets of dermatology and plastic surgery, and into
non-traditional markets, including family and general practitioners
and aesthetic medical spas. In the years ended Dec. 31, 2019 and
in 2018, a substantial majority of its systems delivered in North
America were in non-traditional markets.
Venus Concept incurred a net loss of $42.29 million in 2019
following a net loss of $14.21 million in 2018. As of Sept. 30,
2020, the Company had $147.01 million in total assets, $110.37
million in total liabilities, and $36.65 million in total
stockholders' equity.
MNP LLP, in Toronto, Canada, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated March
30, 2020, citing that the Company has reported recurring net losses
and negative cash flows from operations, which raise substantial
doubt about the Company's ability to continue as a going concern.
VIASAT INC: Moody's Retains B2 CFR Amid RigNet Transaction
----------------------------------------------------------
Moody's Investors Service commented that Viasat, Inc.'s agreement
to acquire RigNet Inc. is credit positive but has no impact on the
company's B2 corporate family rating and stable outlook.
Headquartered in Carlsbad, California, Viasat, Inc. operates a
consumer satellite broadband internet business, an in-flight
connectivity business, and provides satellite and related
communications, networking systems and services to government and
commercial customers. Revenue for the twelve months ended September
30, 2020 was $2.3 billion.
VISTAGEN THERAPEUTICS: Prices $100M Underwritten Public Offering
----------------------------------------------------------------
VistaGen Therapeutics, Inc. has priced its underwritten public
offering consisting of 63,000,000 shares of its common stock at an
offering price of $0.92 per share, par value $0.001 per share, and
2,000,000 shares of its Series D convertible preferred stock at a
public offering price of $21.16 per share.
Gross proceeds from the offering, before underwriting discounts and
commissions and estimated offering expenses, are expected to be
$100 million. All of the securities in the offering are being sold
by VistaGen.
Each share of the Series D Preferred Stock will be initially
convertible into 23 shares of Common Stock at any time at the
option of the holder, provided that no such conversion will be
permitted until VistaGen's stockholders approve an amendment to its
articles of incorporation increasing the number of authorized
shares of Common Stock in an amount sufficient to permit the
conversion in full of the Series D Preferred Stock.
The offering was expected to close on or about Dec. 22, 2020,
subject to customary closing conditions.
VistaGen intends to use the net proceeds from the offering for
research, development and manufacturing and regulatory expenses
associated with continuing development of PH94B, PH10, AV-101, and
potential drug candidates to expand its CNS pipeline and for other
working capital and general corporate purposes.
Jefferies LLC and William Blair & Company, L.L.C. are acting as
joint book-running managers for the offering.
The public offering is being made pursuant to a shelf registration
statement on Form S-3 (File No. 333-234025), previously filed with
the Securities and Exchange Commission (the SEC) and declared
effective on Oct. 7, 2019. The securities may be offered only by
means of a prospectus supplement and accompanying prospectus that
form a part of the registration statement. In connection with the
offering, a preliminary prospectus supplement, including the
accompanying prospectus, describing the terms of the offering was
filed with the SEC on Dec. 17, 2020. A final prospectus supplement
relating to and describing the terms of the offering will be filed
with the SEC and will be available on the SEC's website at
www.sec.gov. When available, copies of the final prospectus
supplement and the accompanying prospectus relating to the offering
may also be obtained by contacting Jefferies LLC by mail at
Attention: Equity Syndicate Prospectus Department, 520 Madison
Avenue, 2nd Floor, New York, NY, 10022 or by telephone at +1
877-547-6340, or by email at Prospectus_Department@Jefferies.com or
William Blair & Company, L.L.C., Attention: Prospectus Department,
150 North Riverside Plaza, Chicago, IL 60606 or by email at
prospectus@williamblair.com or by telephone at +1-800-621-0687.
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a clinical-stage biopharmaceutical
company developing new generation medicines for CNS diseases and
disorders where current treatments are inadequate, resulting in
high unmet need. VistaGen's pipeline is focused on clinical-stage
CNS drug candidates with a differentiated mechanism of action, an
exceptional safety profile in all clinical studies to date, and
therapeutic potential in multiple large and growing CNS markets.
VistaGen reported a net loss attributable to common stockholders of
$22.04 million for the fiscal year ended March 31, 2020, compared
to a net loss attributable to common stockholders of $25.73 million
for the fiscal year ended March 31, 2019. As of Sept. 30, 2020,
Vistagen had $20.27 million in total assets, $16.05 million in
total liabilities, and $4.22 million in total stockholders'
equity.
OUM & CO. LLP, in San Francisco, California, the Company's auditor
since 2006, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has not yet generated
sustainable revenues, has suffered recurring losses and negative
cash flows from operations and has a stockholders' deficit, all of
which raise substantial doubt about its ability to continue as a
going concern.
VTES INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Three affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
VTES, Inc. 20-12941
28 Liberty Street
New York, NY 10005
Savari, Inc. 20-12942
2005 De La Cruz Boulevard
Suite 111
Santa Clara, CA 95050
Savari Systems Pvt. Ltd. 20-12943
Prema Gardenia
No. 357/6, First Cross Road, First Block
Jayanagar, Bangalore
India 560 011
Business Description: Savari -- https://savari.net/ --
builds software and hardware sensor
solutions for OEM automotive car
manufacturers, the automotive aftermarket,
smart cities, and pedestrians with the
vision of making transportation predictive,
safer and more efficient.
Chapter 11
Petition Date: December 27, 2020
Court: United States Bankruptcy Court
Southern District of New York
Debtors'
General
Bankruptcy
Counsel: Scott A. Griffin, Esq.
Michael D. Hamersky, Esq.
GRIFFIN HAMERSKY LLP
420 Lexington Avenue
Suite 400
New York, NY 10170
Tel: 646-998-5575
Email: sgriffin@grifflegal.com
Debtors'
Financial
Advisors: ROCK CREEK ADVISORS LLC
Debtors'
Notice &
Claims
Agent: BANKRUPTCY MANAGEMENT SOLUTIONS, INC.
D/B/A STRETTO
https://cases.stretto.com/vtes/court-docket
Each Debtor's
Estimated Assets: $1 million to $10 million
Each Debtor's
Estimated Liabilities: $1 million to $10 million
The petitions were signed by Ravi Puvvala, chief executive
officer.
Copies of the petitions containing, among other items, lists of the
Debtors' 20 largest unsecured creditors are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/4D6CRVQ/VTES_Inc__nysbke-20-12941__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4IGGLLI/Savari_Inc__nysbke-20-12942__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/4QQ3GUQ/Savari_Systems_Pvt_Ltd__nysbke-20-12943__0001.0.pdf?mcid=tGE4TAMA
VYAIRE MEDICAL: S&P Affirms 'CCC+' ICR; Outlook Remains Negative
----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on
Vyaire Medical Inc. The outlook remains negative.
Vyaire Medical Inc.'s performance in fiscal 2020 significantly
exceeded S&P's expectations, primarily driven by elevated demand
for ventilators during the COVID-19 pandemic.
At the same time, a late order cancellation from the U.S.
Department of Health and Human Services (DHHS) resulted in material
working capital outflows and depleted liquidity.
The negative outlook reflects the near-term risk that absent a
timely DHHS payment, the company may not have sufficient liquidity
to meet its needs in 2021. It also reflects longer-term risks to
S&P's base case that Vyaire will improve profitability and reduce
cash flow deficits. This includes potential disruption associated
with its cost optimization plan and market headwinds to ventilator
sales after the COVID-19 pandemic.
S&P said, "Fiscal 2020 performance exceeded our expectations, but
we consider it transitory. In fiscal 2020 (ended September 30),
Vyaire benefited from extraordinarily strong demand for respiratory
products, especially ventilators (up about 200% over the prior
year) driven by the COVID-19 pandemic. Vyaire expects about $80
million of additional orders to be recognized in the first quarter
of fiscal 2021, but we expect demand will contract starting in the
second quarter. We believe ventilator inventory in health care
facilities is elevated after significant purchases made during the
pandemic. We also believe health care facilities' budgets will
remain under pressure, constraining discretionary investment in
capital equipment. Our base case assumes revenues in 2021 will be
similar to those before COVID-19."
The DHHS order cancellation constrained liquidity, but S&P expects
improvement upon receipt of the reimbursement. As part of the U.S.
government response to the COVID-19 pandemic, in April 2020 DHHS
ordered a large number of ventilators from various vendors to be
added to the Strategic National Stockpile. Vyaire's initial
contract included 22,000 units. On Aug. 31, 2020, DHHS terminated
contracts with Vyaire and other manufacturers as treatment
protocols evolved and industry capacity increased. Under the
revised terms, Vyaire delivered only 4,000 units.
This meaningfully increased working capital outflows and spending
to expand capacity, as the company was in the late stages of
production when the termination was announced. Vyaire submitted
reimbursement claims of $177 million to DHHS in October and expects
to receive payment in early 2021. S&P expects that will relieve
Vyaire's constrained liquidity position. However, the timing of the
payment remains uncertain.
S&P said, "Absent significant improvement in operating results, we
consider the capital structure unsustainable in the long term.
Before COVID-19 tailwinds, operating performance was weak, with
multiple operational issues, leading to EBITDA margins below 10%
and $300 million in combined free cash flow deficit for 2018 and
2019 since its spin-off from Becton Dickinson in early 2018. The
deficit was covered primarily by equity support from Vyaire's
owner, Apax Partners, and through additional debt issuances and
revolver usage. Leverage in fiscal 2019 was over 10x, and we expect
similar leverage in 2021, after the COVID-19-related boost
dissipates."
"We expect Vyaire will have cash flow deficits (excluding the DHHS
payment) in 2021. Absent restructuring of the cost structure and
operating improvements, its capital structure is unsustainable."
"We expect Vyaire to focus on operating restructuring, improve
profitability, and reduce cash flow deficits, but see risk to our
base case. The company's profitability is significantly below
average, and we believe there is significant potential for
improvement. It already started with product rationalization and
several efficiency steps. We expect Vyaire will proceed with more
restructuring efforts after receipt of the DHHS reimbursement. Its
new management team, including CEO Gaurav Agarwal and CFO Tracy
Jokinen appointed in 2020, has experience with this type of
organizational transformation. That said, we see material risks to
this base case, as the transition will involve many organizational
changes and could be disruptive or more costly than we expect."
"The negative outlook reflects the near-term risk that absent a
timely payment from DHHS, Vyaire may not have sufficient liquidity
to meet its needs in 2021. It also reflects longer-term risks to
our base case that the company will improve profitability and
reduce cash flow deficits. This includes potential disruption
associated with its cost optimization plan and market headwinds to
ventilator sales after the COVID-19 pandemic."
S&P could lower its rating if:
-- The DHHS reimbursement is delayed and Vyaire fails to secure an
alternative source of liquidity; and
-- Vyaire fails to improve profitability and reduce cash flow
deficits such that S&P envisions a payment default or credit
agreement modification that the rating agency would view as a
distressed exchange likely within the subsequent 12 months.
S&P could consider revising the outlook to stable if:
-- Vyaire secures adequate liquidity, including reducing cash flow
deficits, such that it believes the risk of default is low over the
subsequent two years.
WALDEN PALMS: Court Confirms First Amended Plan of Reorganization
-----------------------------------------------------------------
Judge Karen S. Jennemann of the United States Bankruptcy Court for
the Middle District of Florida, Orlando Division confirmed the
First Amended Plan of Reorganization filed by Walden Palms
Condominium Association.
Judge Jennemann also held that the competing plan filed by a
creditor, LAD Commercial, LLC is not confirmable.
Walden Palms, a Florida not-for-profit corporation formed in 2006,
manages a condominium association which consists of 400 individual
residential condominium units. Each unit owner has an undivided
interest in the condominium's common elements including a
clubhouse, swimming pool, and lake. Virtually all the unit owners
are investors who rent their units to local residents.
Walden Palms was negatively affected by the general economic
downturn of 2008 when many unit owners failed to pay their regular
assessments. Walden Palms experienced substantial cash flow
shortages preventing it from maintaining and repairing the
buildings and common areas.
The City of Orlando rightfully imposed numerous code violations and
eventually filed 19 liens, totaling over $24 million. Walden Palms
was also named a defendant in several collection and civil
lawsuits, seeking upwards of $8 million, including one action filed
by LAD. On December 24, 2018, Walden Palms eventually filed a
Chapter 11 case.
Since filing bankruptcy, Walden Palms has reached agreements with
its unit owners and every creditor, except one -- LAD. LAD, a debt
collection agency, has resisted all efforts to work with the
debtor.
When Walden Palms filed its initial Plan of Reorganization, LAD
successfully opposed confirmation because the debtor's initial plan
impermissibly classified and treated LAD's claim differently from
the other general unsecured creditors.
Subsequently, both the debtor and LAD timely filed competing plans
which were largely similar except for the treatment of claims held
by the general unsecured creditors.
Walden Palm's Amended Plan consisted of six classes of claims,
three of which are impaired. The Amended Plan provided for
complete resolution of the City of Orlando's liens, physical
rehabilitation of the condominium buildings, and full payment of
all administrative costs. The Amended Plan also provided for full
satisfaction of the Property Tax Claims, alternate treatment for
First Mortgages, and leaves Second Mortgages unaltered. The debtor
proposed to fund the Amended Plan through the anticipated balance
in its Debtor-in-Possession accounts, unit sale proceeds, increased
regular monthly assessments, special assessments, and proceeds from
future litigation or settlements. Virtually all of the debtor's
regular income is generated through the collection of assessments,
which are paid by the individual unit owners.
In its Amended Plan, Walden Palms properly included all unsecured
creditors, including LAD, in Class 5. These unsecured creditors
will split a "pot" of approximately $240,000 over 24 months.
Excluding LAD's asserted claim of a little more than $1 million,
the other unsecured claims total about $81,000. So, distributions
to unsecured creditors under the debtor's Amended Plan will range
from approximately 21% to 100%, depending on the liquidation amount
for LAD's claim. Walden Palms is treating all unsecured creditors
similarly and paying them a sizable distribution.
The Court noted that every unsecured creditor, except LAD, voted
for Walden Palm's Amended Plan, indicating their consent to the
proposed payments.
LAD's Plan was largely similar to the debtor's Amended Plan except
for increased payments to the unsecured creditors, primarily to
benefit LAD. LAD's Plan proposed to pay the general unsecured
creditors 100% of their allowed claims. All unsecured non-LAD
creditors holding claims of about $81,000 would receive payment in
full over 12 months without interest. Once those non-LAD unsecured
claims are paid, the debtor would pay LAD's entire claim in 36
monthly installments, beginning in the second year of its Plan.
Judge Jennemann found that LAD's Plan is not confirmable for
several reasons.
LAD's claim consists of allegedly unpaid legal fees charged by the
law firm of Katzman Garfinkel, P.A. between 2010-2012 (plus
contractual interest, attorneys' fees, and costs) for Katzman's
legal work to collect delinquent association fees due to Walden
Palms.
LAD contended that its claim is a recurring or common expense of
the debtor and may be funded through increased regular assessments
over the life of the plan. However, Judge Jennemann found that, as
a matter of undisputed Florida condominium law, LAD errs in
classifying its claim for legal fees as a "common expense." The
judge explained that Florida courts have defined legal fees
incurred by an association in the collection of delinquent
assessments as individualized charges because they only affect a
single unit, and that these must be paid from the particular unit
owner or his property via a lien, not from the general coffers of
the condominium association.
"LAD has proposed a Plan that, if confirmed, would require the
Debtor to violate clear Florida law," said the judge.
Jedge Jennemann also found that LAD's Plan violates Section
1129(a)(5)(A)(ii) of the Bankruptcy Code, which requires identified
directors to act consistent with public policy. The judge pointed
out that if they approved the budget suggested by LAD, every
director would violate their fiduciary duty and open themselves to
claims by the unit owners.
Conversely, Judge Jennemann found that Walden Palms has met all
requirements of Section 1129(a) of the Bankruptcy Code, except for
Section 1129(a)(8) requiring an accepting vote by each class.
Class 5 creditors holding unsecured claims rejected the debtor's
Amended Plan because LAD, whose claim amount dominates the
unsecured class, rejected the plan. The judge, however, found that
the debtor's Amended Plan also provides sufficient new value to
satisfy the "cram down" requirements under Section 1129(b).
While the 'fair and equitable' requirement for unsecurd creditors,
like LAD, includes the absolute priority rule, Judge Jennemann
explained that an exception to the said rule exists when
shareholders infuse substantial "new value" to the debtor. This
new value exception requires equity holders to make a "fresh
contribution" to the insolvent enterprise.
Walden Palms' Amended Plan proposed that equity holders contribute
the maximum allowed under Florida law and these circumstances.
Although the unsecured class did reject the debtor's Amended Plan,
it was only LAD (who controls the class) which rejected it. Judge
Jennemann concluded that the debtor has satisfied the new value
exception to the absolute priority rule.
Judge Jennemann found that the Walden Palm's Amended Plan does not
unfairly discriminate against LAD and is fair and equitable. The
judge noted that the debtor's unit owners have contributed over $4
million in new money since the case was filed, and are working
mightily to fix the numerous code violations and satisfy the liens
of the City of Orlando, which is by far the debtor's largest
creditor. So, while it is regrettable that LAD may not receive
100% of its claim, Judge Jennemann found that Walden Palms has
satisfied the cram down requirements under Section 1129(b) of the
Bankruptcy Code, and confirmed its Amended Plan.
The case is In re Walden Palms Condominium Association, Inc.,
Chapter 11, Debtor(s), Case No. 6:18-bk-7945-KSJ (Bankr. M.D.
Fla.).
A full-text copy of Judge Jennemann's memorandum opinion dated
December 18, 2020 is available at https://tinyurl.com/ya8dxomb from
Leagle.com.
About Walden Palms Condominium
Walden Palms Condominium Association, Inc., is a nonprofit property
management company in Orlando, Florida. Walden Palms Condominium
Association sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the
time of the filing, the Debtor was estimated to have assets of $1
million to $10 million and liabilities of $10 million to $50
million.
The case is assigned to Judge Cynthia C. Jackson.
The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its
bankruptcy counsel; Arias Bosinger PLLC as general association
counsel; JD Law Firm; as collections & foreclosure counsel; and
Winderweedle, Haines, Ward & Woodman, P.A., as land use counsel.
WESTMORELAND COAL: McKinsey's Deal With UST Approved
----------------------------------------------------
Steven Church of Bloomberg News reports that McKinsey & Co. won
court approval of a settlement that requires the global consulting
firm to give up millions of dollars in fees in order to end a trial
about whether the company hid potential conflicts of interest.
U.S. Bankruptcy Judge David Jones said he continues to be bothered
by some of the testimony in the trial, but will approve the
settlement because it resolves the dispute involving work that
McKinsey did in the bankruptcy case of Westmoreland Coal Co.
The agreement is the latest settlement between McKinsey and the
Office of the U.S. Trustee, which monitors corporate bankruptcies.
The U.S. Trustee started the mediation with consulting giant
McKinsey in 2019 after noting that the consulting firm withheld
"critical details" about connections to parties with a potential
economic interest in the $1.4 billion Westmoreland bankruptcy
case.
The U.S. Trustee previously collected $15 million from McKinsey to
settle allegations the company didn't disclose potential conflicts
in Westmoreland and two other cases.
Under the settlement, McKinsey & Co. will forfeit fees and expenses
-- estimated at millions of dollars -- for helping Westmoreland
Coal navigate bankruptcy under a deal with federal officials who
have been investigating whether the global consulting company hid
potential conflicts of interest.
About Westmoreland Coal
Based in Englewood, Colorado, Westmoreland Coal Company
(otcmkts:WLBA) -- http://www.westmoreland.com/-- is an independent
coal company based in the United States. The Company produces and
sells thermal coal primarily to investment grade utility customers
under long-term, cost-protected contracts. Its focus is primarily
on mine locations which allow it to employ dragline surface mining
methods and take advantage of close customer proximity through
mine-mouth power plants and strategically located rail
transportation. At Dec. 31, 2017, the Company's U.S. coal
operations were located in Montana, Wyoming, North Dakota, Texas,
New Mexico and Ohio, and its Canadian coal operations were located
in Alberta and Saskatchewan. The Company sold 49.7 million tons of
coal in 2017.
As of June 30, 2018, the Company had $1.45 billion in total assets,
$2.14 billion in total liabilities and a total deficit of $686.2
million.
Westmoreland Coal Company and 36 affiliates filed voluntary Chapter
11 petition (Bankr. S.D. Tex. Case No. 18-35672) on Oct. 9, 2018.
The Debtors tapped Jackson Walker LLP and Kirkland & Ellis LLP and
Kirkland & Ellis International LLP as their legal counsel;
Centerview Partners LLC as financial advisor; Alvarez & Marsal
North America, LLC as restructuring advisor; PricewaterhouseCoopers
LLP as consultant; and Donlin, Recano & Company, Inc. as notice and
claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors on Oct. 19, 2018. The Committee tapped
Morrison & Foerster LLP and Cole Schotz P.C. as its legal counsel.
Judge David Jones of the Bankruptcy Court for the Southern District
of Texas on March 2, 2019, confirmed the Amended Joint Chapter 11
Plan. Pursuant to the Confirmation Order, debtor Westmoreland
Mining LLC was renamed to Old Westmoreland Mining LLC effective as
of March 8, 2019.
WILDWOOD VILLAGES: Villages Buying Parcels G069 & G070 for $794K
----------------------------------------------------------------
Wildwood Villages, LLC, asks the US Bankruptcy Court for the Middle
District of Florida to authorize the sale of two undeveloped and
unused parcels of land, consisting 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, 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 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. Subject to Bankruptcy Court approval; yes; and
h. 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 Debtor has reviewed all known actual and putative/disputed
liens, claims and encumbrances on and to the Parcels, and intends
to sell both Parcels free and clear of same. According to public
records, the liens, claims and/or encumbrances noted hereinbelow
are greater, in the aggregate, than the total value of the Parcels.
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/3mI6O3O 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, is engaged in activities related to real
estate.
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, represents the Debtor.
WILLIAM F. FLOYD, JR: Trustee Selling Supply Property for $725K
---------------------------------------------------------------
John C. Bircher III, Chapter 11 Trustee for the estate of William
F. Floyd, Jr., asks the U.S. Bankruptcy Court for the Eastern
District of North Carolina to authorize the sale of the real
property located at 2546 John Avenue SW, Supply, North Carolina,
together with the furnishings located thereon, to Robert Fuller
Walker and Sharon Kay Walker for $725,000, on the terms of their
Offer to Purchase and Contract.
The Debtor scheduled the value of the Property at $579,850 which
appears to be the Brunswick County Tax Assessor's the tax value.
The Debtor is the sole owner of the Property, and is the sole
obligor to the Lienholder.
The Trustee is informed and believes that the Debtor and non-Debtor
wife are parties to an agreement that provides for lifetime rights
for the benefit of the non-Debtor wife in the Property upon the
death of the Debtor, however that provision does not provide for
ownership interest in the Property, merely a "lifetime right" upon
the Debtor's death. Consequently, the Debtor is entitled to the
total net proceeds from the sale, and net proceeds should be paid
to his Estate as property of the estate.
The Trustee is unaware of any additional liens upon the Property;
however, should there be any liens, he asks that the Property will
be sold free and clear of all such liens.
On Dec. 14, 2020, the Trustee filed an Application to Employ Lesley
Holden Williams and ReMax at the Beach/Holden Beach for realtor
services. The Application is currently pending before the Court.
There will also be deducted from the gross sales proceeds any real
estate taxes attributable to the sale of the Property as well as
regular and normal closing costs attributable to the real estate
transaction. Distribution of net proceeds to the Lienholder will
be made without necessity of further orders of the Court.
The sale of the Property is fair and reasonable based upon the
circumstances surrounding the sale of the real estate and the sale
is permissible pursuant to Section 363(b) of the Bankruptcy Code
and is likely to result in a return greater than the amount
reasonably forecast from a public auction.
The Trustee intends to sell the Property with the purported lien of
the lien creditor transferring to the proceeds of the sale in their
respective priorities. The process will be subject to the
reasonable, necessary costs and expenses of preserving and
disposing of such property to the extent of any benefit to the
holder(s) of such claim.
Based on the foregoing, the Trustee asks the Court to grant the
following relief: (i) to allow the private sale of the Property
described herein free and clear of any purported liens; (ii) that
the Buyer’s closing attorney be authorized to pay, from the gross
sales proceeds of the subject property, to Brunswick County Revenue
Department, the property taxes attributable to the Property,
subject to any Purchaser's proration of the current year's taxes,
pursuant to the Offer; (iii) that the Buyer's closing attorney be
authorized to pay, from the gross sales proceeds of the subject
property, to Lesley Holden Williams and ReMax at the Beach/Holden
Beach, a 6% realtor commission, subject to any Purchaser’s
proration at closing, if any; (iv) that remaining net sales
proceeds be disbursed to any secured creditor, should a lien be
determined on the Property, pursuant to valid lien on proceeds of
sale; (v) to allow, after proper application, the reasonable,
necessary costs and expenses of preserving such Property to the
extent of any benefit to the holder(s) of such claims; and (vi)
Providing that such Order will be effective immediately, as
permitted by Rule 6004(h).
A copy of the Contract is available at https://bit.ly/2WHEZ0M from
PacerMonitor.com free of charge.
The Purchasers:
Robert Fuller Walker and Sharon Kay Walker
120 Wetland Drive
Wilmington, NC 28412
Counsel for Trustee:
John C. Bircher III
WHITE & ALLEN, P.A.
PO Drawer U
New Bern, NC 28563
Telephone: (252) 638-5792
Facsimile: (252) 637-7548
E-mail: jbircher@whiteandallen.com
William F. Floyd, Jr. sought Chapter 11 protection (Bankr. E.D.N.C.
Case No. 20-02904) on Aug. 24, 2020. The Debtor tapped Joseph
Frost, Esq., at Buckmiller, Boyette & Frost, PLLC, as counsel.
WINNEBAGO INDUSTRIES: S&P Affirms 'B+' Issuer Credit Rating
-----------------------------------------------------------
S&P Global Ratings revised its outlook on Winnebago Industries Inc.
to positive from stable and affirmed all ratings on the company,
including its 'B+' issuer credit rating.
Winnebago Industries Inc. reported strong results in its first
quarter of fiscal 2021 (ended November) that reflected continued
demand for recreational vehicles (RVs) because consumers perceive
them as a safe and attractive way to spend leisure time during the
COVID-19 pandemic. The company's reported revenue, EBITDA, and
backlog indicate it will likely outperform S&P's previous
expectations. Therefore, S&P has favorably revised its forecast for
its adjusted debt to EBITDA to the 2.25x-3.50x range in fiscal year
2021.
S&P said, "The positive outlook reflects the possibility that we
will raise our rating on Winnebago over the next several months if
its demand remains strong during its busy spring selling season,
enabling the company to maintain adjusted leverage of well below 4x
through fiscal year 2022. We estimate that Winnebago approximately
doubled its EBITDA in its fiscal first quarter of 2021 relative to
the same period last year, which reflects the robust demand for RVs
and the full-year contribution from luxury RV manufacturer Newmar,
which was acquired in 2019. The company's order backlog remained
high and has increased sequentially over the past several quarters,
which demonstrates that retail demand is exceeding the original
equipment manufacturers' (OEMs) near-term capacity to deliver them.
We believe the demand for Winnebago shipments, which consists of
retail purchases and dealerships' need to restock inventory, may
not cool off until in late fiscal 2021 or early fiscal 2022."
"Our updated forecast assumes the company's leverage will be in the
2.25x-3.50x range in fiscal years 2021 and 2022. Our previous
forecast for fiscal 2021 assumed mid-single-digit percent total
revenue growth, which incorporates the acquired revenue from Newmar
and organic growth, and an EBITDA margin in the 7%-8% range. The
demand for RVs stayed surprisingly strong through the fiscal first
quarter of 2021 and we believe it will remain elevated. Therefore,
we revised our total revenue growth assumption to the 20%-30% range
in fiscal year 2021. We also raised our EBITDA margin assumption to
the 8%-9% range, which incorporates Winnebago's reduced fixed costs
following the closure of its Junction City factory and the
transition of its motorhomes segment to a build-to-order inventory
model."
The RV Industry Association (RVIA), a trade organization
representing the OEMs, anticipates that North American industry
shipments could increase by almost 5% in calendar year 2020 and
potentially by 19% in 2021. In addition, Winnebago's management has
suggested that the RVIA's calendar-year 2021 forecast may be
conservative.
S&P said, "We believe the company will benefit from the elevated
demand because its brands are desirable and it has a track record
of taking market share, including in its Grand Design business and
other motorhome products. Motorhomes also take longer to produce
than other vehicles, thus the revenue contribution from these sales
could materialize over the coming quarters given the company's $1.7
billion segment backlog as of the fiscal first quarter of 2021.
While backlogs are an imperfect indicator and subject to
cancellation by dealers at any time without penalty, the spike
suggests at least a temporary surge in demand that supports our
fiscal-year 2021 forecast. We believe this increase in demand is
attributable to the perception that RV travel is safer relative to
other modes of travel amid the pandemic. The demand for competing
travel and leisure options, including those that require flights,
hotel stays, or mass gatherings, has greatly diminished this year
and may be fueling the pent-up demand for RVs. The COVID-19
pandemic may also be attracting new buyers to RV travel,
particularly younger and family-oriented consumers or those that
can work remotely. Additionally, we believe the baby boomer
demographic, which accounts for a sizeable portion of the demand
for RVs, has been less affected by the currently elevated
unemployment, which has tended to disproportionately impact
lower-wage workers. We believe other benign factors, including
historically low interest rates, government stimulus that is
supporting the performance of the stock market and other related
wealth effects, and low fuel costs, will further support near-term
demand."
"The positive outlook also reflects our increasing confidence that
Winnebago will be able to manage its financial and operational
risks even if revenue is volatile in the future. As of its fiscal
first quarter of 2021, the company had total liquidity of about
$465 million, which consisted of about $273 million in cash
balances and $192.5 million of available capacity under its
asset-based lending (ABL) facility. Winnebago increased its cash
balances over the past several months with cash flow from
operations as well as the proceeds from the senior secured notes
issuance in July. The company has also refinanced its previous term
loan, extended maturities, and eliminated the maximum senior
secured net leverage ratio covenant and principal amortization
associated with the previous term loan, thereby obtaining greater
flexibility."
"Although we do not net cash against debt when calculating our
measure of adjusted leverage for highly cyclical companies such as
Winnebago, the company's cash balances mitigate financial risk and
provide flexibility to fund operating investments, working capital
uses, capital returns to shareholders, and acquisitions, if any.
The cash balances also help to offset fixed costs associated with
its debt even though we do not believe Winnebago would prepay the
senior secured notes because that would be costly. In addition,
Winnebago has demonstrated that it can quickly cut its operating
costs when revenue declines significantly, which it demonstrated in
its fiscal quarter ended May 2020."
"The key risks to our forecast include the uncertainty in the
economy, the sustainability of current shipment trends, and the
potential for poor inventory management in the RV channel. Our
updated forecast assumes Winnebago will increase its total revenue
by 20%-30% in fiscal 2021 while the U.S. economy remains weak,
which would be anomalous compared to previous recessions when RV
industry demand dropped precipitously. The company's business is
highly cyclical and its products are highly discretionary, which
led it to report negative EBITDA during some prior recessions. The
cyclicality of Winnebago's business has likely increased in recent
years due to its acquisitions of manufacturers of premium and
luxury products, including Newmar, Chris-Craft, and Grand Design.
Greater exposure to luxury and big-ticket products could exacerbate
the impact of a downturn in consumer spending. We recognize there
is a significant risk that RV demand could soften following the
current surge as customers return to other forms of travel. In
addition, we believe some of the recent demand for RVs might have
been supported by government stimulus payments in 2020 that boosted
the discretionary income of consumers who did not lose their jobs.
The non-extension of such stimulus payments could reduce a modest
amount of demand."
A related source of potential volatility is the RV industry's
highly competitive dynamic, which previously contributed to an
industrywide inventory correction and caused wholesale shipments to
outpace retail demand. The result was significant shipment declines
as recently as 2019. In the current environment, OEMs may compete
for market share when they perceive consumer demand is temporarily
elevated, which could lead to inadvertent overproduction and excess
inventory in the channel. This could reintroduce the need to
quickly reduce inventory in the future, possibly in Winnebago's
fiscal year 2022, and reduce the company's revenue and EBITDA
margin if the RV industry does not maintain production at a
reasonably measured pace relative to retail demand. S&P believes a
potential indicator of such risk would be if the OEMs begin to
expand their manufacturing capacity by opening new factories.
Environmental, social, and governance (ESG) factors relevant to the
rating action:
-- Health and safety
S&P said, "The positive outlook reflects the possibility we will
raise our rating on Winnebago if the strong demand for RVs
continues through the first half of fiscal year 2021, enabling it
to further improve leverage and build a cushion well below our 4x
upgrade threshold to accommodate future potential variability from
economic cycles and possible inventory corrections."
"We could lower our issuer credit rating if we believe Winnebago
will sustain adjusted debt to EBITDA of more than 5x, which could
occur if the demand for RVs significantly reverses and declines, if
coronavirus containment efforts disrupt production and revenue
generation, or if its liquidity deteriorates significantly."
"We could raise our rating if Winnebago sustains adjusted leverage
of well below 4x and we believe the demand for RVs will remain
healthy over our forecast period. We would also need to be
confident that the company could enhance its cash position to
mitigate the effects of potential future inventory corrections in
the RV industry."
YRC WORLDWIDE: Board Approves Bylaws Amendment
----------------------------------------------
The Board of Directors of YRC Worldwide Inc. approved an amendment
and restatement of the bylaws of the Company, effective as of Dec.
21, 2020.
The Amended Bylaws, among other matters, (1) revise procedures and
disclosure requirements for the nomination of directors and the
submission of proposals for consideration at annual meetings of
stockholders, including, among other things, requiring that advance
notice for director nominations and stockholder proposals be
received between 120 days and 90 days prior to the anniversary of
the immediately preceding annual meeting, rather than (a) between
50 and 14 days prior to the date of such annual meeting, in the
case of director nominations, and (b) between 90 and 60 days prior
to the date of such annual meeting, in the case of stockholder
proposals, (2) revise procedures and disclosure requirements for
the calling of special meetings of stockholders requested by
stockholders, including with respect to the nomination of directors
and the submission of stockholder proposals for consideration at
such special meetings, (3) provide that the chairman of a
stockholder meeting may adjourn any such meeting whether or not
there is a quorum present, and (4) reflect certain other
administrative, modernizing, clarifying, and conforming changes.
Under the Amended Bylaws, notices of director nominations and
stockholder proposals to be brought before the Company's 2021
Annual Meeting of Stockholders (other than stockholder proposals
submitted in accordance with Rule 14a-8 under the Exchange Act)
must be made in compliance with the requirements of the Amended
Bylaws and must be received by the Company no earlier than the
close of business on Jan. 19, 2021 and no later than the close of
business on Feb. 18, 2021, superseding the disclosure that was
included on page 7 of the Company's definitive proxy statement for
the Company's 2020 Annual Meeting of Stockholders, filed with the
Securities and Exchange Commission on April 1, 2020, with respect
to director nominations and stockholder proposals to be brought
before the Company's 2021 Annual Meeting of Stockholders.
About YRC Worldwide
YRC Worldwide Inc., headquartered in Overland Park, Kan., is a
holding company for a portfolio of less-than-truckload (LTL)
companies including Holland, New Penn, Reddaway, and YRC Freight,
as well as the logistics company HNRY Logistics. YRC Worldwide
companies -- http://www.yrcw.com-- offer expertise in flexible
supply chain solutions, ensuring customers can ship industrial,
commercial and retail goods with confidence.
YRC Worldwide reported a net loss of $104 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2020, the Company had $2.11
billion in total assets, $711.5 million in total current
liabilities, $1.09 billion in long-term debt and financing (less
current portion), $104.2 million in pension and postretirement,
$196.2 million in operating lease liabilities, $320.3 million in
claims and other liabilities, and a total stockholders' deficit of
$323.1 million.
* * *
As reported by the TCR on July 14, 2020, S&P Global Ratings raised
its issuer credit rating on Overland Park, Kan.-based
less-than-truckload (LTL) and logistics company YRC Worldwide Inc.
to 'CCC+' from 'CCC' after the company announced the U.S.
Department of the Treasury will lend it an aggregate of $700
million under the Coronavirus Aid, Relief, and Economic Security
(CARES) Act, and that it has amended its term loan agreement to
waive the minimum EBITDA covenant through December 2021.
In July 2020, Moody's Investors Service confirmed the ratings of
truck carrier YRC Worldwide Inc., including the Caa1 corporate
family rating, following YRC's announcement that the United States
Department of Treasury intends to provide a $700 million loan to
YRC under authorization of the CARES Act. The Caa1 CFR considers
the company's position as one of the largest less-than-truckload
truck carriers in North America, thin operating margins and
substantial debt balance, in part due to Moody's adjustments
related to underfunded pension obligations.
[*] Footwear News' Top Retail Bankruptcies in 2020
--------------------------------------------------
Samantha McDonald of Footwear News reports that over the years,
retail has undergone a transformation -- boosted by the rise of
e-commerce, a decline in visits to brick-and-mortar stores, the
proliferation of digitally native brands and the adoption of new
omnichannel technologies.
While some fashion titans solidified their place in the sector,
other chains were pushed to the brink -- and some eventually
collapsed. Their struggles were compounded by the coronavirus
pandemic, which forced dozens of boldface retailers to file for
bankruptcy protection or undergo reorganization in an attempt to
rescue their businesses. Amid an unprecedented year, FN recounts
the top retail bankruptcies of 2020.
Arcadia Group
When: Nov. 30, 2020
What happened: Based in the United Kingdom, the Topshop parent's
administration filing is expected to result in a ripple effect
across its home country. On Dec. 1, 2020, a day after Arcadia went
bankrupt, British department store chain Debenhams announced the
permanent shutdown of its entire brick-and-mortar fleet across the
U.K., where it operates 124 outposts as well as its online
platform. Arcadia is the biggest concession operator in Debenhams:
Its Burton, Dorothy Perkins, Miss Selfridge, Evans and Wallis
labels altogether represent about 5% of the retailer's sales.
Ascena Retail Group
When: July 23, 2020
What happened: This month, a judge green-lit the sale of its Ann
Taylor, Loft, Lane Bryant and Lou & Grey labels to an affiliate of
private equity firm Sycamore Partners, whose portfolio includes
Belk, Hot Topic, Talbots, The Limited and Torrid. As part of the
deal, Premium Apparel will acquire the brand assets for $540
million on a cash- and debt-free basis. It intends to retain a
"substantial portion" of the retailer's brick-and-mortar fleet.
Brooks Brothers
When: July 8, 2020
What happened: In the months leading up to its bankruptcy, the
menswear retailer furloughed about 2,900 employees, reduced the
salaries of its remaining workers and announced the shutdowns of
three U.S.-based manufacturing facilities. Its Chapter 11 filing
came amid an overwhelming shift to casual office attires. In early
September, it completed its sale to Authentic Brands Group and
SPARC Group -- a venture created by the brand management firm and
Simon Property Group. Together, ABG and SPARC also acquired
Forever 21 and Lucky Brand this 2020.
Century 21
When: Sept. 10, 2020
What happened: Along with declaring bankruptcy, Century 21 filed
motions to start going-out-of-business sales at its 13 stores
across New York, New Jersey, Pennsylvania and Florida. The
decision to seek Chapter 11 protection, said the company, came
after its insurance providers failed to pay roughly $175 million
under certain policies that were put in place to protect against
losses stemming from business interruptions, such as those
experienced as a result of the coronavirus pandemic. Its
intellectual property assets — including its trademarks, the
C21Stores.com domain name, customer data and social media platform
-- are currently up for sale.
JCPenney
When: May 15, 2020
What happened: JCPenney sought Chapter 11 protection after
struggling for several years amid declining sales, numerous
leadership changes, increased digital competition and, more
recently, challenges induced by the pandemic. In its Chapter 11
filing, the department store announced that it would shutter 242
outposts, and it moved forward with the closures of 133 locations
two months ago. A week into December, with the goal of exiting
bankruptcy ahead of the holidays, JCPenney announced the completion
of its sale to Simon Property Group and Brookfield Asset
Management, as well as its debtor-in-possession and first lien
lenders.
J.Crew
When: May 4, 2020
What happened: In early May, J.Crew became the first major American
fashion retailer to go bankrupt as the COVID-19 outbreak spread
across the U.S. Four months later, it completed its financial
restructuring process and equitized more than $1.6 billion of
secured debt. Anchorage Capital Group became its majority owner
and -- along with GSO Capital Partners LP and Davidson Kempner
Capital Management LP -- has provided the company with a $400
million term loan to support ongoing operations and future
initiatives.
Lord + Taylor
When: Aug. 2, 2020
What happened: Following months of speculation, Lord + Taylor and
owner Le Tote sought bankruptcy protection from creditors as it
failed to turn around its business amid the global health crisis.
In April, the U.S.'s oldest department store saw the bulk of its
executive team resign, including president Ruth Hartman, and a
source close to the company told FN that it was seriously
considering liquidating its business. Less than a month after its
Chapter 11 filing, the retailer revealed the permanent closure of
its entire brick-and-mortar fleet of 38 outposts after a 194-year
run.
Modell's Sporting Goods
When: March 11, 2020
What happened: Just days before the pandemic forced the closures of
nonessential retailers across the U.S., Modell's Sporting Goods
cited a challenging retail environment as its reason behind a
Chapter 11 filing. The family-owned retailer had tried a number of
tactics to stave off bankruptcy, including negotiations with
landlords, which yielded some concessions and saved several of its
stores that were previously on the chopping block. In mid-August,
Retail Ecommerce Ventures -- through the subsidiary Modell's
Sporting Goods Online Inc. -- emerged as the winner to acquire the
chain's IP assets at an auction. (REV, led by CEO Alex Mehr and
president Tai Lopez, is also looking to bring back Stein Mart,
Radio Shack, Dressbarn and Pier 1.)
Neiman Marcus
When: May 7, 2020
What happened: The department store completed its restructuring
process in mid-September, when it changed its name from Neiman
Marcus Group Ltd. LLC to Neiman Marcus Holding Company Inc. With
the full support of its creditors and new equity shareholders, it
eliminated more than $4 billion of existing debt. The exit from
bankruptcy came a day after a spokesperson confirmed to FN that it
would lay off an unspecified number of employees as it reorganizes
the "store associate structure" at its namesake chain and Bergdorf
Goodman.
Tailored Brands
When: Aug. 2, 2020
What happened: The Houston-based business was particularly hard hit
as the COVID-19 outbreak led to stay-at-home orders that reduced
the demand for workwear, suits and formal fashion. Four months
after filing for bankruptcy, Tailored Brands -- parent to the Men's
Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G Fashion
Superstore brands -- implemented its reorganization plan. It
managed to get rid of $686 million debt and secure exit financing
to support its ongoing operations. However, it announced the
permanent closures of dozens of stores across the country.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($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)
AGILITI INC AGLY US 745.0 (67.7) 17.3
ALPINE 4 TECHNOL ALPP US 36.6 (13.6) (5.2)
AMC ENTERTAINMEN AMC* MM 10,876.2 (2,335.4) (979.6)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 62,773.0 (5,528.0) (4,244.0)
AMERICAN AIRLINE AAL* MM 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 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
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 AZOEUR EU 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 QT 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-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 CAR* MM 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA TH 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA QT 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CAR2EUR EU 19,596.0 (76.0) 469.0
BABCOCK & WILCOX BW US 605.8 (320.8) 116.9
BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7)
BBTV HOLDINGS IN BBVTF US 1.0 (1.2) (0.7)
BELLRING BRAND-A BRBR US 653.5 (161.0) 137.1
BELLRING BRAND-A BR6 TH 653.5 (161.0) 137.1
BELLRING BRAND-A BR6 GR 653.5 (161.0) 137.1
BELLRING BRAND-A BRBR1EUR EU 653.5 (161.0) 137.1
BELLRING BRAND-A BR6 GZ 653.5 (161.0) 137.1
BIGCOMMERCE-1 BIGC US 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 GR 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 GZ 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 TH 235.5 158.5 160.4
BIGCOMMERCE-1 BIGCEUR EU 235.5 158.5 160.4
BIGCOMMERCE-1 BI1 QT 235.5 158.5 160.4
BIODESIX INC BDSX US 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 ########## (11,553.0) 38,705.0
BOEING CO-CED BAD AR ########## (11,553.0) 38,705.0
BOEING CO-CED BA AR ########## (11,553.0) 38,705.0
BOEING CO/THE BA EU ########## (11,553.0) 38,705.0
BOEING CO/THE BOE LN ########## (11,553.0) 38,705.0
BOEING CO/THE BCO TH ########## (11,553.0) 38,705.0
BOEING CO/THE BA PE ########## (11,553.0) 38,705.0
BOEING CO/THE BOEI BB ########## (11,553.0) 38,705.0
BOEING CO/THE BA US ########## (11,553.0) 38,705.0
BOEING CO/THE BA SW ########## (11,553.0) 38,705.0
BOEING CO/THE BA* MM ########## (11,553.0) 38,705.0
BOEING CO/THE BA TE ########## (11,553.0) 38,705.0
BOEING CO/THE BCO GR ########## (11,553.0) 38,705.0
BOEING CO/THE BAEUR EU ########## (11,553.0) 38,705.0
BOEING CO/THE BA AV ########## (11,553.0) 38,705.0
BOEING CO/THE BAUSD SW ########## (11,553.0) 38,705.0
BOEING CO/THE BCO GZ ########## (11,553.0) 38,705.0
BOEING CO/THE BA CI ########## (11,553.0) 38,705.0
BOEING CO/THE BCO QT ########## (11,553.0) 38,705.0
BOEING CO/THE TR TCXBOE AU ########## (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 BKJ QT 2,335.3 (465.1) (269.9)
BRINKER INTL EAT2EUR EU 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 DOOEUR EU 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GZ 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
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 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)
CDK GLOBAL INC CDK* MM 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
CHUN CAN CAPITAL CNCN US - (0.0) (0.0)
CINCINNATI BELL CBB US 2,563.8 (204.5) (88.5)
CINCINNATI BELL CIB1 GR 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 CTS2EUR EU 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB GZ 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB GR 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 CRISEUR EU 45.7 (28.6) 19.2
CURIS INC CUSA TH 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 DPZEUR EU 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GZ 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV QT 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
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
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
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 FLXNEUR EU 263.4 (3.1) 186.2
FLEXION THERAPEU F02 TH 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 FTSIEUR EU 452.2 (84.0) 187.2
FTS INTERNATIONA FT5A GZ 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 38D GR 6,207.8 (163.8) (1,101.8)
GODADDY INC-A 38D QT 6,207.8 (163.8) (1,101.8)
GODADDY INC-A GDDY* MM 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 GOGOEUR EU 984.5 (647.2) 363.1
GOGO INC G0G QT 984.5 (647.2) 363.1
GOGO INC G0G GR 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 EAF US 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 TH 1,467.6 (472.1) 445.4
GRAFTECH INTERNA G6G QT 1,467.6 (472.1) 445.4
GRAFTECH INTERNA G6G GZ 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 TH 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 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 HLF US 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO GR 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO GZ 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO TH 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 HPQC AR 34,681.0 (2,228.0) (5,572.0)
HEWLETT-CEDEAR HPQD 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* MM 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLTEUR EU 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLTW AV 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 TE 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLT US 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 GZ 17,129.0 (1,319.0) 2,285.0
HORIZON GLOBAL HZN US 458.0 (22.1) 91.8
HORIZON GLOBAL 2H6 GR 458.0 (22.1) 91.8
HORIZON GLOBAL HZN1EUR EU 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 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 CI 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)
HP INC HPQ AV 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
IDERA PHARMACEUT IDRA US 32.3 (32.4) 24.4
IMMUNOGEN INC IMU GR 248.0 (42.9) 119.5
IMMUNOGEN INC IMGN US 248.0 (42.9) 119.5
IMMUNOGEN INC IMU TH 248.0 (42.9) 119.5
IMMUNOGEN INC IMU SW 248.0 (42.9) 119.5
IMMUNOGEN INC IMGNEUR EU 248.0 (42.9) 119.5
IMMUNOGEN INC IMU GZ 248.0 (42.9) 119.5
IMMUNOGEN INC IMU QT 248.0 (42.9) 119.5
IMMUNOGEN INC IMGN* MM 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 1RK TH 143.6 91.7 97.1
INHIBRX INC INBXEUR EU 143.6 91.7 97.1
INHIBRX INC 1RK QT 143.6 91.7 97.1
INSEEGO CORP INO QT 223.7 (27.2) 40.7
INSEEGO CORP INO TH 223.7 (27.2) 40.7
INSEEGO CORP INSG US 223.7 (27.2) 40.7
INSEEGO CORP INO GR 223.7 (27.2) 40.7
INSEEGO CORP INSGEUR EU 223.7 (27.2) 40.7
INSEEGO CORP INO GZ 223.7 (27.2) 40.7
INSPIRED ENTERTA INSE US 320.3 (95.0) 10.3
INTERCEPT PHARMA I4P TH 591.4 (130.3) 398.0
INTERCEPT PHARMA I4P GR 591.4 (130.3) 398.0
INTERCEPT PHARMA ICPT US 591.4 (130.3) 398.0
INTERCEPT PHARMA ICPT* MM 591.4 (130.3) 398.0
INTERCEPT PHARMA I4P GZ 591.4 (130.3) 398.0
JACK IN THE BOX JBX GR 1,906.5 (793.4) (4.8)
JACK IN THE BOX JACK US 1,906.5 (793.4) (4.8)
JACK IN THE BOX JBX GZ 1,906.5 (793.4) (4.8)
JACK IN THE BOX JBX QT 1,906.5 (793.4) (4.8)
JACK IN THE BOX JACK1EUR EU 1,906.5 (793.4) (4.8)
JOSEMARIA RESOUR JOSE SS 28.8 (9.4) (18.4)
JOSEMARIA RESOUR NGQSEK EU 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES IX 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES EB 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES I2 28.8 (9.4) (18.4)
JUST ENERGY GROU JE US 1,137.7 (170.7) (33.8)
JUST ENERGY GROU JE CN 1,137.7 (170.7) (33.8)
JUST ENERGY GROU 1JE GR 1,137.7 (170.7) (33.8)
JUST ENERGY GROU 1JE1 TH 1,137.7 (170.7) (33.8)
L BRANDS INC 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 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 LB* MM 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-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 746.4 (827.0) 113.9
LESLIE'S INC LE3 GR 746.4 (827.0) 113.9
LESLIE'S INC LESLEUR EU 746.4 (827.0) 113.9
LESLIE'S INC LE3 TH 746.4 (827.0) 113.9
LESLIE'S INC LE3 QT 746.4 (827.0) 113.9
MADISON SQUARE G MS8 GR 1,219.4 (239.9) (216.3)
MADISON SQUARE G MSG1EUR EU 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 SW 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 US 50,699.3 (8,472.1) 455.9
MCDONALDS CORP MCD SW 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 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 MCD CI 50,699.3 (8,472.1) 455.9
MCDONALDS CORP 0R16 LN 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 MMDPLN EU 1.0 (16.3) (16.3)
MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3)
MONEYGRAM INTERN MGI US 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N GR 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N TH 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN MGIEUR EU 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N QT 4,494.0 (249.1) (94.5)
MONTES 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 MTLA GZ 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MSI1EUR EU 10,361.0 (740.0) 659.0
MOTOROLA SOLUTIO MOSI AV 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 QT 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 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
NANTHEALTH INC NH US 209.0 (92.3) 10.2
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 NAV US 6,637.0 (3,822.0) 1,206.0
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 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 NOG US 1,025.5 (83.7) 13.3
NORTHERN OIL AND 4LT1 GR 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 SYMCEUR EU 6,313.0 (476.0) 44.0
NORTONLIFELOCK I SYM GZ 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 OCULEUR EU 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT TH 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT GZ 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)
OPENDOOR TECHNOL OPEN US 414.7 394.7 (4.9)
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 4PG GZ 10,473.0 (3,383.0) (20.0)
OTIS WORLDWI OTISEUR EU 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 PP1 GR 816.7 (14.1) 19.4
PAPA JOHN'S INTL PZZA US 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 PM1 TE 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 TH 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM1EUR EU 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PMI SW 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 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 4I1 GZ 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN 4I1 QT 39,129.0 (10,245.0) 1,928.0
PHILIP MORRIS IN PM* MM 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 PMIZ IX 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 TH 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM QT 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 PTMEUR EU 37.4 (4.1) (2.4)
PLATINUM GROUP M P6MB GZ 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 PROGEUR EU 119.6 (60.4) 5.7
PROGENITY INC 4ZU QT 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 TH 261.7 (0.5) 41.6
PUMA BIOTECHNOLO 0PB GR 261.7 (0.5) 41.6
PUMA BIOTECHNOLO PBYIEUR EU 261.7 (0.5) 41.6
QUANTUM CORP QNT2 GR 173.3 (196.2) (1.5)
QUANTUM CORP QMCO US 173.3 (196.2) (1.5)
QUANTUM CORP QTM1EUR EU 173.3 (196.2) (1.5)
QUANTUM CORP QNT2 TH 173.3 (196.2) (1.5)
RADIUS HEALTH IN RDUS US 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 GR 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 TH 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 QT 196.0 (108.6) 101.7
RADIUS HEALTH IN RDUSEUR EU 196.0 (108.6) 101.7
REC SILICON ASA RECSIO IX 258.4 (19.2) 47.9
REC SILICON ASA REC SS 258.4 (19.2) 47.9
REC SILICON ASA RECSIO S1 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 B3 258.4 (19.2) 47.9
REC SILICON ASA RECSIO PO 258.4 (19.2) 47.9
REC SILICON ASA RECSIO S2 258.4 (19.2) 47.9
REC SILICON ASA RECSIO QE 258.4 (19.2) 47.9
REC SILICON ASA RECSIO I2 258.4 (19.2) 47.9
REC SILICON ASA RECSIO QX 258.4 (19.2) 47.9
REVLON INC-A REV US 2,973.3 (1,582.9) (38.9)
REVLON INC-A RVL1 GR 2,973.3 (1,582.9) (38.9)
REVLON INC-A RVL1 TH 2,973.3 (1,582.9) (38.9)
REVLON INC-A REVEUR EU 2,973.3 (1,582.9) (38.9)
REVLON INC-A REV* MM 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 SBAC US 9,034.7 (4,471.2) (92.7)
SBA COMM CORP 4SB GR 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 TH 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 COMM CORP SBAC* MM 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 SEASEUR EU 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA SEAS US 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA W2L GR 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA W2L TH 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 SBGIEUR EU 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 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
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 SIXEUR EU 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)
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 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 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* MM 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 SBUX US 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 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 SW 29,374.5 (7,799.4) 459.6
STARBUCKS CORP SRB QT 29,374.5 (7,799.4) 459.6
STARBUCKS-BDR SBUB34 BZ 29,374.5 (7,799.4) 459.6
STARBUCKS-CEDEAR SBUX AR 29,374.5 (7,799.4) 459.6
STARBUCKS-CEDEAR SBUXD AR 29,374.5 (7,799.4) 459.6
SUNPOWER CORP 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 SPWREUR EU 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 GZ 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 TDGEUR EU 18,395.0 (3,968.0) 5,344.0
TRANSDIGM GROUP T7D QT 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 UBNTEUR EU 751.9 (261.9) 334.9
UBIQUITI INC 3UB GZ 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 GR 4,838.0 (1,995.1) -
UNITI GROUP INC UNIT US 4,838.0 (1,995.1) -
UNITI GROUP INC 8XC TH 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 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 VGREUR EU 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR TH 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 WMGEUR EU 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WA4 GR 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WMG AV 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-A WA4 TH 6,410.0 (45.0) (1,042.0)
WARNER MUSIC-BDR W1MG34 BZ 6,410.0 (45.0) (1,042.0)
WATERS CORP WAT US 2,679.3 (41.6) 569.5
WATERS CORP WAZ GR 2,679.3 (41.6) 569.5
WATERS CORP WAZ TH 2,679.3 (41.6) 569.5
WATERS CORP WAZ QT 2,679.3 (41.6) 569.5
WATERS CORP WATEUR EU 2,679.3 (41.6) 569.5
WATERS CORP WAT* MM 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 QT 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 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 WU5 GR 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WU5 TH 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WOW1EUR EU 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WU5 QT 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WOW US 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 WKHSEUR EU 120.4 (12.2) (32.4)
WORKHORSE GROUP WKHS US 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO GR 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO TH 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO GZ 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 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)
WW INTERNATIONAL WTW AV 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 YRCW US 2,108.3 (323.1) 321.6
YRC WORLDWIDE IN YEL1 GR 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 YRCWEUR EU 2,108.3 (323.1) 321.6
YRC WORLDWIDE IN YEL1 QT 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 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
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
*********
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 ***