/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210107.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 7, 2021, Vol. 25, No. 6 Headlines 1008 3RD AVE: Gets OK to Hire E. Vincent Wood as Legal Counsel 203 W 107: Seeks to Hire Backenroth Frankel as Counsel 2999TC LP: Amends Plan to Resolve Hodges Parties Claim Issues A PLACE TO FLOAT: Seeks Approval to Hire Special Counsel ALL CARE NOW: First Amended Plan Confirmed by Judge ALLEN CROSTHWAIT: Bankruptcy Stay Won't Be Lifted, 5th Cir. Affirms AUXILIUS HEAVY: Seeks Approval to Hire Forensic Accountant BH SUTTON: Court Dismisses Claims Against Pilevsky Defendants BOND FOUNDRY: Seeks to Hire G.C. Realty, Appoint CRO BREAD & BUTTER: Seeks March 5 Plan Exclusivity Extension C&V AUTO SALES: Case Summary & 20 Largest Unsecured Creditors CENOVUS ENERGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Positive CENOVUS ENERGY: Moody's Hikes Unsecured Rating From Ba2 CENTENE CORP: Moody's Affirms Ba1 CFR Following Magellan Deal CENTER CITY HEALTHCARE: Senior Creditors to Get Sale Proceeds CHRISVIC BY THE SEA: To Seek Plan Confirmation on Feb. 24 CLARE OAKS: Successfully Exits Chapter 11 Bankruptcy COMMUNITY INTERVENTION: Case Summary & 19 Unsecured Creditors CRED INC: DOJ Says Bankruptcy Plan Should Wait for Examiner Review DELPHI CORP: Termination of Salaried Plan Affirmed DGWB VENTURES: Case Summary & 20 Largest Unsecured Creditors EQM MIDSTREAM: Fitch Assigns BB Rating on New Unsecured Notes EQM MIDSTREAM: Moody's Gives Ba3 Rating on New Sr. Unsec. Notes EQM MIDSTREAM: S&P Rates New Senior Unsecured Notes 'BB-' FF FUND: Disclosure Statement Hearing Reset to Jan. 27 FIC RESTAURANTS: Unsecureds to Recover 100% in Amici Sale Plan FIC RESTAURANTS: WIns Confirmation of Chapter 11 Plan FILLIT INC: Wollmuth Maher Represents Cherokee, Palmyra FLOW SERVICES: Case Summary & 20 Largest Unsecured Creditors FTD COS: Liquidating Trust Settles With Omni Agent for $8.7 Million GARRETT MOTION: Equity Committee Taps Kasowitz Benson as Counsel GB PROPERTIES: Seeks Approval to Hire Bankruptcy Counsel GFY REALTY: Voluntary Chapter 11 Case Summary GIBSON ENERGY: DBRS Finalizes BB Rating on 2080 Subordinated Notes GOLDCUP HOLDINGS: S&P Affirms 'B-' ICR on BioClinica Acquisition GROUND OPTIONS: Seeks to Tap Advantage Bookkeeping as Accountant GRUPO MARITIMO: Unsecureds Unimpaired Under Plan H & R PROPERTY: Gets OK to Hire Raymond Mashni as Legal Counsel HEARTWISE INCORPORATION: Taps Blakeley LLP as Legal Counsel HEARTWISE INCORPORATION: Taps Michael Berger as Bankruptcy Counsel HILLSIDE OFFICE: Jan. 14, 2021 Plan Confirmation Hearing Set HILLSIDE OFFICE: Unsecured Creditors Will Get 1% of Sale Proceeds ICAHN ENTERPRISES: S&P Rates New Senior Unsecured Notes 'BB' IRONCLAD ENCRYPTION: IRS Claim If Allowed is Unimpaired Under Plan LOVES FURNITURE: Voluntary Chapter 11 Case Summary M&M MANAGEMENT: Case Summary & 3 Unsecured Creditors MACY'S INC: To Close 45 Stores; Some Start Liquidation Sales MAGELLAN HEALTH: Moody's Ba1 CFR Remains Under Review for Downgrade MAHONING CONSUMER: Seeks Court Approval to Hire Accountant MALL OF AMERICA: No Longer Delinquent on $1.4-Bil. Mortgage MICRON DEVICES: Seeks Approval to Tap Gulisano Law as Counsel N.Y. SPORTS CLUBS: New Owners Seek $2M Fresh Funds to Stay Afloat NORTHWEST HARDWOODS: Pachulski, Willkie Update on Noteholder Group OMAGINE INC: Court Extends Plan Exclusivity Thru April 6 PHILADELPHIA ENERGY: Creditor Loses Appeal of $1B Insurance Ruling POINT LOOKOUT: Seeks to Hire Cohen Baldinger as Counsel PPD INC: Moody's Gives Ba2 Rating on New Secured Bank Loans PPD INC: S&P Rates $600MM Revolver, $2.55BB Term Loan 'BB-' PURDUE PHARMA: Suit vs. Opioid Sellers to Stay in Conecuh RADIO DESIGN: Unsecureds to Get 100% Via Step-Up Monthly Payments RAYMOND & ASSOCIATES: Objections to Candace's Claim Sustained ROUMELCO PROPERTIES: Case Summary & 10 Unsecured Creditors RVT INC: US Trustee Opposes Plan & Disclosure Statement SAHBRA FARMS: Seeks Approval to Tap BlueMark Capital as Loan Broker SALEM CONSUMER: Case Summary & 10 Unsecured Creditors SAVE ON COST: Case Summary & 8 Unsecured Creditors SIZZLER USA: Court Okays Exit Plan After Resolving Issues SKYBRIDGE SPECTRUM: Involuntary Chapter 11 Case Summary SN TEAM: U.S. Bank Says Plan Has Not Complied With Stipulation SRH SOUTHAVEN: Plan Deferred as Mediation With Landlord Set STREBOR SPECIALTIES: Unsecureds to Get 20% Proceeds in Plan STRUCTURED CABLING: Court Confirms Reorganization Plan TAX AND FINANCIAL: Court Approves Disclosure Statement UC COLORADO: Plan Exclusivity Period Extended Until Feb. 15 VALARIS PLC: Still in Dispute With Citibank on Exit Facility VOYAGER AVIATION: DBRS Lowers Long-Term Issuer Rating to B WC 56 EAST AVENUE: Court Approves Disclosure Statement [*] 18 Chain Retailers That Shut Stores in Virginia in 2020 [*] Small Truckers Hit by Pandemic, Oil Glut [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1008 3RD AVE: Gets OK to Hire E. Vincent Wood as Legal Counsel -------------------------------------------------------------- 1008 3rd Ave, LLC received approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Offices of E. Vincent Wood as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include: (a) consulting with the Debtor concerning its present financial situation, realistic achievable goals, and the efficacy of various forms of bankruptcy as a means to achieve its goals; (b) advising the Debtor concerning its duties in its bankruptcy case; (c) identifying, prosecuting and defending claims and causes of actions assertable by or against the estate; (e) preparing legal papers, including a Chapter 11 plan, and prosecuting legal proceedings to seek confirmation of the plan; and (f) if necessary, preparing and prosecuting pleadings to avoid preferential transfers or transfers deemed fraudulent as to creditors, motions for authority to borrow money, sell property, or compromise claims and objections to claims. The firm's attorneys will be paid at an hourly rate of $425 while paralegals will be paid at an hourly rate of $175. The Law Offices of E. Vincent Wood received a pre-bankruptcy retainer of $5,000 and an additional $1,717 to pay court filing fees. The firm will also be reimbursed for expenses incurred. E. Vincent Wood, Esq., disclosed in court filings that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: E. Vincent Wood, Esq. Law Offices of E. Vincent Wood 1501 N. Broadway, Suite 261 Walnut Creek, CA 94596 Tel: (925) 278-6680 Fax.: (925) 955-1655 Email: vince@woodbk.com About 1008 3rd Ave 1008 3rd Ave, LLC filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case No. 20-41809) on Nov. 19, 2020. Daryl Sibbitt, president, signed the petition. 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 William J. Lafferty presides over the case. The Debtor is represented by the Law Offices of E. Vincent Wood. 203 W 107: Seeks to Hire Backenroth Frankel as Counsel ------------------------------------------------------ 203 W 107 Street LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Backenroth Frankel & Krinsky, LLP as counsel. Backenroth will render these legal services: (a) Take all necessary actions to protect and preserve the Debtors' estates; (b) Prepare on behalf of the Debtors, all necessary motions, applications, answers, orders, reports and other papers in connection with the administration of the Debtors' estates; (c) Take all necessary actions in connection with any chapter 11 plan and related disclosure statement and all related documents, and such further actions as may be required in connection with the administration of the Debtors' estates; (d) Take all necessary actions to protect and preserve the value of the Debtors' estates; and (e) Perform all other reasonable or necessary legal services in connection with the prosecution of the Chapter 11 Cases. On December 16, 2020, Backenroth received payment of $3,665 per Debtor, for a total of $40,315 for professional services performed or to be performed in connection with the chapter 11 case. As of the petition date, the Debtors did not owe the firm any fees for professional services performed or expenses incurred. The firm's hourly rates are: Paralegal time $125 Scott A. Krinsky $595 Mark A. Frankel $650 Abraham J. Backenroth $695 In addition, the firm will seek reimbursement for all reasonable out-of-pocket expenses incurred in connection with the services rendered to the Debtors. Mark A. Frankel, Esq., a member of Backenroth, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Mark Frankel, Esq. Backenroth Frankel & Krinsky, LLP 800 Third Avenue, Floor 11 New York, NY 10022 Telephone: (212) 593-1100 About 203 W 107 Street 203 W 107 Street LLC, and 10 other entities affiliated with Emerald Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12960) on Dec. 28, 2020. The Debtors are Single Asset Real Estate entities that each owns a residential-building property in Manhattan. They own multi-family residential buildings on 107th Street and 117th Streets in Manhattan. 203 W 107 Street LLC, 210 W 107 Street LLC, 220 W 107 Street LLC and 230 W 107 Street LLC -- collectively, the "107th Street Debtors" -- own the properties at 107th Street, New York. 124-136 East 117 LLC, 215 East 117 LLC, 231 East 117 LLC, 235 East 117 LLC, 244 East 117 LLC, East 117 Realty LLC and 1661 PA Realty LLC -- collectively, the "117 Street Debtors" -- own the properties at 117th Street. Currently, there are several hundred tenants residing in the Properties. 203 W 107 Street disclosed total assets of $7,044,031 against $102,929,476 in liabilities. 210 W 107 Street disclosed total assets of $13,607,479 against liabilities of $103,053,340. 220 W 107th Street disclosed total assets of $15,413,641 against debt of $103,046,384. The petitions were signed by Ephraim Diamond, chief restructuring officer. Emerald retained Arbel Capital Advisors LLC and Ephraim Diamond, its managing member, to assist Emerald and the Debtors in complying with their obligations under the Restructuring Support Agreement with LoanCore. Backenroth Frankel & Krinsky, LLP, led by Mark Frankel, Esq., is serving as counsel to the Debtors. 2999TC LP: Amends Plan to Resolve Hodges Parties Claim Issues ------------------------------------------------------------- 2999TC LP, LLC, filed the First Modification to Disclosure Statement and Plan of Reorganization dated January 5, 2021. The Modification is filed to address the objections filed by L. Allen Hodges III, as Independent Executor of the Estate of Leland A. Hodges Jr., Tejas Group, Ltd., LAH III Family Specific Interest, Ltd., and Blackfoot Interest, Ltd. (collectively the "Hodges Parties") to the Debtor's Disclosure Statement for Debtor’s Plan of Reorganization dated December 1, 2020. Section 3.01 of the Disclosure Statement is Modified to add the following to the last paragraph: "2999TC LP along with 2000TC JMJ MGR, LLC collectively own all membership interests in 2999TC JMJ MGR, LLC subject to a 0.1% membership interest owned by 2999TC MM, LLC as the managing member. These entities have no relationship to the Debtor except that they are joint owners in 2999TC JMJ MGR, LLC which owns the Property. This time period is required because the Debtor will need to finalize construction drawings and term sheets and before closing on a construction loan to complete development of the land. The Plan is dependent on the property owners obtaining a construction loan to refinance the Property. The Debtor believes it is primed to be able to refinance within 6-9 months after the Effective Date due to the reopening of the economy brought on by the COVID-19 vaccine and the resumption of lending activity at favorable rates by lenders. In the very unlikely event the Debtor is unable to refinance the Property or recapitalize, the Debtor will be in default under the Plan." Section 3.02 of the Disclosure Statement and Section 2.02 of the Plan are Modified to add the following to the last paragraph: "The Hodges Parties' contend the Debtor fails to provide sufficient information about the status of the litigation between the parties, specifically that the Debtor has appealed the Hodges Parties' voluntary dismissal of their claims against the Debtor. The Debtor's counterclaim against the Hodges Parties is a request for declaratory judgment that this Court determine the Debtor's rights, status and obligations under two promissory notes in the combined amount of $4,000,000 that the Hodges' Parties contend the Debtor breached. The Debtor disputes liability on the notes because they were modified after execution and delivery without the consent of the Debtor, would result in illegal encumbering of the Debtor's property with multiple liens; and are non-negotiable instruments and defective." Section 3.04 of the Disclosure Statement is Modified to add the following to the last paragraph: "Whether the Hodges Parties' Claims against the Debtor will remain dismissed is currently on appeal to the United States District Court for the Northern District of Dallas. At this time, the Hodges Parties' have no claims against the Debtor, have not filed a proof of claim, are listed as disputed claims in unknown amounts in the Debtor's schedules and have no standing to participate in the Debtor's bankruptcy case. The Hodges Parties' claims if any will be objected to by the Debtor." Article V of the Disclosure Statement and the Plan are Modified as follows: * Class 2 shall consist of the Allowed Claims of each member of the Hodges Group. Based on i) representations to the court by the Hodges Group that it is no longer seeking a judgment against the Debtor in the Lawsuit, ii) the Hodges Group's voluntary dismissal of the Debtor from the Lawsuit, and iii) the Debtor's dispute of the validity of any Class 2 Claims, the Debtor believes that no Class 2 Claims exist. As a result, Class 2 Claims shall receive no payment or distributions under the Plan. In the unlikely event the Hodges Group are determined by the Court to have Allowed Claims against the Debtor such Allowed Claims will be paid in full over two years in equal monthly installments commencing on June 1, 2021 and continuing the first day of each succeeding month with a final lump sum payment of the full remaining balance due on June 1, 2023. Interest at the rate of 2% per annum shall begin to accrue on the Effective Date. The monthly payments will be calculated based on an amortization schedule of 2% interest per annum over a 30 year period. * Class 3 shall consist of Allowed Unsecured Claims other than the Claims in Classes 2 and 4. Class 3 Claims shall be paid in full, over three years in equal monthly installments commencing on June 1, 2021 and continuing on the first day of each succeeding month with a final lump sum payment of the full remaining balance due on June 1, 2024. Interest at the rate of 1% per annum shall begin to accrue on the Effective Date. This Class is Impaired and any holder of a Claim in this Class is entitled to vote to accept or reject the Plan. A full-text copy of the First Modified Disclosure Statement dated Jan. 5, 2021, is available at https://bit.ly/3oeeyfn from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer Joyce W. Lindauer Attorney, PLLC 1412 Main St., Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 E-mail: joyce@joycelindauer.com paul@joycelindauer.com About 2999TC LP LLC 2999TC LP, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43204) on Oct. 16, 2020. 2999TC President Tim Barton signed the petition. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer Attorney PLLC serves as the Debtor's counsel. A PLACE TO FLOAT: Seeks Approval to Hire Special Counsel -------------------------------------------------------- A Place to Float, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Christopher McElwee, Esq., of Monday, McElwee Albright as its special counsel. The professional services that are to be rendered by Mr. McElwee are limited to collecting a judgment issued against a certain Steve Faris by commencing state court collection efforts and pursuing them to conclusion. The Debtor will pay Mr. McElwee on a contingency fee basis of one third of the recovered amount. Mr. McElwee disclosed in court filings that he and his firm neither hold nor represent any interest adverse to the estate and are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Christopher J. McElwee, Esq. Monday McElwee Albright 1915 Broad Ripple Ave. Indianapolis, IN 46220 Telephone: (317) 251-1929 About A Place to Float A Place to Float LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 19-08209) on Nov. 1, 2019. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of less than $50,000. Judge Robyn L. Moberly oversees the case. The Debtor tapped KC Cohen, Esq., at KC Cohen, Lawyer, PC as its legal counsel and Christopher J. McElwee of Monday, McElwee Albright as special counsel. ALL CARE NOW: First Amended Plan Confirmed by Judge --------------------------------------------------- Judge Deborah L. Thorne has entered an order confirming the First Amended Plan of Reorganization of Debtors All Care Now, LLC and Home Health Infusion Options, Inc. The Court has considered the Plan and the Disclosure Statement; argument and evidence presented in support of confirmation of the Plan and approval of the Disclosure Statement; there being no objection to confirmation of the Plan or approval of the Disclosure Statement; and the Court having found that the Plan satisfies the elements of confirmation under Section 1129 of title 11 of the United States Code. A post-confirmation status hearing will be held on January 28, 2021, at 9:30 a.m. Home Health and Infusion Options, Inc., ("HHIO") and All Care Now, LLC ("ACN") filed a Plan of Reorganization. General unsecured claims -- estimated to total not more than $1,114,861 -- will recover 100%. A full-text copy of the Disclosure Statement dated Aug. 7, 2020, is available at https://tinyurl.com/y38qeznk from PacerMonitor.com at no charge. A full-text copy of the Order and First Amended Plan dated Dec. 10, 2020, is available at https://bit.ly/2J7DaXY from PacerMonitor at no charge. Counsel for the Debtors: Shira R. Isenberg, Esq. FREEBORN & PETERS LLP 311 South Wacker Drive, Suite 3000 Chicago, Illinois 60606 Telephone: 312-360-6000 Facsimile: 312-360-6520 E-mail: sisenberg@freeborn.com About All Care Now LLC and HHIO All Care Now, LLC ("ACN") is a health care provider in Chicago, Illinois. ACN is in the business of coordinating necessary clinical care and healthcare services between providers and patients including administrative functions, insurance authorizations, pharmaceutical services, and nursing and physical therapy management. ACN's primary customers are home-health agencies. It does not contract directly with hospitals or doctors. Home Health and Infusion Options, Inc., also known as HHIO -- https://www.hhio.net/ -- provides management services to ACN, including the services of Christopher Kujawski and Devin Barrett as managers, use of facilities and equipment, marketing support, and the use of numerous software licenses used in the operation of ACN's business. ACN and HHIO sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 19-33490) on Nov. 25, 2019. The petition was signed by Christopher Kujawski, manager/chief financial officer. At the time of the filing, ACN was estimated to have $1 million to $10 million in both assets and liabilities, while HHIO was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in debt. The Hon. Deborah L. Thorne is the case judge. HHIO is represented by FREEBORN & PETERS LLP. ALLEN CROSTHWAIT: Bankruptcy Stay Won't Be Lifted, 5th Cir. Affirms ------------------------------------------------------------------- The United States Court of Appeals, Fifth Circuit affirmed the district court's order which affirmed: (1) the bankruptcy court's judgment refusing to award David Baird certain enhanced statutory damages for Allen Crosthwait's acts of timber trespass, and (2) the bankruptcy court's order denying Baird's request to lift the bankruptcy stay. In 2015, during the pendency of Crosthwait's bankruptcy proceeding, Baird filed a complaint against Crosthwait to quiet title and recover damages for timber trespass in state court, which was removed to bankruptcy court. Baird alleged that Crosthwait's agent cut timber from his land without his permission. The bankruptcy court awarded Baird $112,262.79 in statutory damages plus fees and expenses for the timber that Crosthwait cut. However, the bankruptcy court concluded that Baird was not entitled to enhanced damages under Mississippi Code Section 95-5-10(2) because Crosthwait did not act willfully or with reckless disregard for Baird's rights in cutting Baird's timber. The bankruptcy court also declined to lift the bankruptcy stay to allow Baird to collect on the money judgment it issued. The district court affirmed the bankruptcy court's rulings. On appeal, the Fifth Circuit agreed with the district court that the bankruptcy court applied the correct legal standard in concluding that Crosthwait's actions demonstrated a lack of willfulness or reckless disregard for Baird's rights. The Fifth Circuit also agreed with the district court that because Baird did not file the trial transcript into the record for the court to review, he was unable to demonstrate that the bankruptcy court's findings of fact "were erroneous, much less 'clearly' in error." Lastly, the Fifth Circuit agreed with the district court that Baird "offers this Court no authority suggesting that it is authorized to disregard bankruptcy law and to reverse [the bankruptcy court]'s order refusing to lift the stay." The appellate court said that Baird failed to make any credible argument how the bankruptcy court and district court erred in denying his request to lift the stay. The case is In the Matter of: Allen E. Crosthwait, Debtor. David E. Baird, Appellant, v. Allen E. Crosthwait, Appellee, No. 19-60762 (5th Cir.). A full-text copy of the 5th Circuit's decision dated December 29, 2020 is available at https://tinyurl.com/y4x7luv7 from Leagle.com. About Allen Crosthwait Based in Houston, Mississippi, Allen Edward Crosthwait filed for chapter 11 bankruptcy protection ((Bankr. N.D. Miss. Case No. 05-19292) on Oct. 14, 2005, with estimated assets at $1 Million to $10 Million and estimated debts at $1 Million to $10 Million. AUXILIUS HEAVY: Seeks Approval to Hire Forensic Accountant ---------------------------------------------------------- Auxilius Heavy Industries, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Stan Mills of Richey, Mills & Associates, LLP as its forensic accountant. Mr. Mills will render these professional services: (a) investigate the financial history of and book keeping for the Debtor and to create an analysis of potential areas of recovery for the estate; (b) support such analysis by appropriate documentation so the estate can recover any applicable chapter 5 claim; (c) assist the Debtor in pursuing recovery of any amounts found to be due to the estate as a result of the investigation it is conducting; (d) perform such other forensic accountant as may be required and in the interest of the estate herein without duplicating the effort of other professionals herein. The hourly rates of Mr. Mills and the firm's other professionals are: Kenneth K. Wolff $350 Stan Mills $250 Daniel D. Bowser $250 Mike Cobb $175 David Sullivan $150 Sandy Clidence $140 Taisha Haywood $100 Amanda Martin $100 Mr. Mills disclosed in court filings that he and the firm neither hold nor represent any interest adverse to the estate and are "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The firm can be reached through: Stan Mills Richey, Mills & Associates, LLP 3815 River Crossing Pkwy., Suite 170 Indianapolis, IN 46240 Telephone: (317) 713-7540 Facsimile: (317) 713-7541 About Auxilius Heavy Industries Based in Carmel, Indiana, Auxilius Heavy Industries, LLC is a privately held company that operates in the wind industry. The company offers wind turbine services, including blade inspections and repairs, end of warranty inspections, turbine cleaning, and supplemental manning. The company serves wind farms located in the following states: California, Colorado, Illinois, Indiana, Iowa, Michigan, Nebraska, New Mexico, Texas, and Pennsylvania. It also has offices located in Los Angeles, Calif.; Bradfod, Ill., and Fowler, Ind. Auxilius Heavy Industries filed for chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 20-01963) on March 26, 2020, with total assets of $639,911 and total liabilities of $2,025,877. The petition was signed by Michael Kidwel, president. The Hon. James M. Carr presides over the case. The Debtor tapped KC Cohen, Lawyer, PC as its legal counsel and Sanders Tax Service as its accountant. Ken Wolff and Stan Mills of Richey, Mills & Associates, LLP serve as the Debtor's financial advisor and forensic accountant, respectively. BH SUTTON: Court Dismisses Claims Against Pilevsky Defendants ------------------------------------------------------------- The Appellate Division of the Supreme Court of New York, First Department partly modified its previous decision and granted the motion filed by Philip Pilevsky, Michael Pilevsky, and Seth Pilevsky for summary judgment to deny piercing of the corporate veil, thus dismissing Sutton 58 Associates, LLC's claims against the individual defendants. The case arose from the default of loans that Sutton 58 Associates made to BH Sutton Mezz LLC and Sutton 58 Owner LLC in order to finance the development and construction of an apartment complex on a Manhattan property owned by Sutton 58 Owner. BH Sutton Mezz owned 100% of the membership interest in Sutton 58 Owner. The loan agreements were intended to ensure that, if the borrowers filed for bankruptcy, they would be single-asset real esate entities and the bankruptcy process would, at the very least, be expedited. Sutton 58 Associates and BH Sutton Mezz also entered into a pledge and security agreement, in which the latter pledged its 100% membership interest in Sutton 58 Owner as collateral for the mezzanine loan. This gave Sutton 58 Associates the right to foreclose upon and sell that membership interest in the event of a default. The borrowers defaulted in January 2016 and the Supreme Court ordered that the sale proceed at the end of February 2016. BH Sutton Mezz filed a voluntary petition for chapter 11 bankruptcy in federal court, which automatically stayed the foreclosure action. On March 10, 2016, Sutton 58 Associates moved to dismiss BH Sutton Mezz's bankruptcy case or lift the automatic stay. It argued that BH Sutton Mezz had filed for bankruptcy in bad faith because it had no reasonable prospect of reorganizing — it was a single-asset entity, with no cash flow. Meanwhile, as of February 26, 2016, Sutton 58 Owner entered into a Contribution Agreement with Sutton Opportunity LLC, where the latter agreed to contribute three cooperative apartments in Lynbrook to Sutton 58 Owner by March 31, 2016 in exchange for a 49% interest in BH Sutton Owner LLC, the parent of BH Sutton Mezz. On April 6, 2016, Sutton 58 Owner filed for bankruptcy. Due to its ownership of the Lynbrook apartments, Sutton 58 Owner was able to state in its bankruptcy petition that it was not a single-asset real estate business. On or about September 16, 2016, Sutton 58 Associates sued the following parties: a) Prime Alliance, which had provided the money for BH Sutton Mezz to hire a bankruptcy lawyer; b) Sutton Opportunity, which had contributed three apartments to allow Sutton 58 Owner to file for bankruptcy; c) Philip Pilevsky, Prime Alliance's president and sole shareholder; and d) Michael and Seth Pilevsky, who own 100% of Sutton Opportunity. The first cause of action was against Philip and Prime Alliance for tortious interference with Sutton 58 Associates's contracts with Borrowers. The second is against Michael, Seth, and Sutton Opportunity for tortious interference with the same. Prior to discovery, the defendants filed a motion for summary judgment. The Supreme Court denied the defendants' motion. On appeal, the Appellate Division of the Supreme Court of New York reversed and granted the defendants' motion, finding that Sutton 58 Associates' claims were preempted by federal law. The Court of Appeals, however, reversed such order and remitted the case to the Appellate Division "for consideration of issues raised but not determined." As an alternative ground for summary judgment, the defendants contended that Sutton 58 Associates's claims are barred by the Noerr-Pennington doctrine, which essentially holds that parties may not be subjected to liability for petitioning the government. The Appellate Division was not convinced, pointing out that Sutton 58 Associates was not suing defendants for having filed a prior lawsuit. The defendants also contended that the claims against the Pilevskys should be dismissed and the veils of the business entity defendants should not be pierced to reach the individual defendants. The Appellate Division agreed. It found that even if the complaint adequately alleges the Pilevskys' domination of Prime Alliance and Sutton Opportunity, it does not sufficiently allege injury to Sutton 58 Associates. The Appellate Division also found that Sutton 58 Associates has not shown that the Pilevskys caused Prime Alliance and Sutton Opportunity to become judgment-proof. The case is SUTTON 58 ASSOCS. LLC, Plaintiff-Respondent, v. PHILIP PILEVSKY ET AL., Defendants-Appellants, Case No. 654917/16, Appeal No. 8064, Case No. 2018-21045 (N.Y. App. Div.). A full-text copy of the Appellate Division's decision dated December 29, 2020 is available at https://tinyurl.com/y6pdxxpv from Leagle.com. Appellants are represented by: Robert S. Smith, Esq. FRIEDMAN KAPLAN SEILER & ADELMAN LLP 7 Times Square New York, NY 10036-6516 Tel. No: (212)833-1100 Email: rsmith@fklaw.com Respondent is represented by: Ronald S. Greenberg, Esq. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 Avenue of the Americas New York, NY 10036 Tel. No: (212)715-9399 Email: rgreenberg@kramerlevin.com About BH Sutton and Sutton 58 Owner New York City-based BH Sutton Mezz LLC filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 16-10455) on Feb. 26, 2016. The petition was signed by Herman Carlinsky, president. The Hon. Sean H. Lane presides over the case. Joseph S. Maniscalco, Esq., at Lamonica Herbst & Maniscalco, LLP, represents BH Sutton in its restructuring effort. The Debtor estimated assets at $100 to $500 million and debts at $10 million to $50 million. Sutton 58 Owner LLC filed a separate Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 16-10834) on April 6, 2016. Sutton Owner estimated assets at $100 million to $500 million and debts at $100 million to $500 million. Sutton Owner's business consists of the ownership and operation of these real properties: (a) 428, 430 and 432 East 58th Street, New York, New York, 10022, including all air rights and inclusionary air rights related thereto; and (b) the cooperative apartments identified as 1R, 2D and 2N located at 504 Merrick Road, Lynbrook, New York 11583. Sutton Owner seeks to retain Joseph S. Maniscalco, Esq., and Jordan C. Pilevsky, Esq., at Lamonica Herbst & Maniscalco, LLP, as its counsel. Both cases are jointly administered. The Debtors' businesses consisted of the development of a 950-foot building in midtown Manhattan in the historic Sutton Place neighborhood located at 428, 430 and 432 East 58th Street, New York, New York 10022. BOND FOUNDRY: Seeks to Hire G.C. Realty, Appoint CRO ---------------------------------------------------- Bond Foundry, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ G.C. Realty Advisors, LLC to provide restructuring services and to designate David Goldwasser as chief restructuring officer. G.C. Realty Advisors and Mr. Goldwasser will render these services: (a) advise and guide the Debtor regarding on all aspects of bankruptcy; (b) review documentation; (c) prepare bankruptcy schedules; (d) open debtor-in-possession bank accounts; (e) assemble documents demanded by Office of the United States Trustee at the outset of the Chapter 11 case; (f) prepare bankruptcy operating reports throughout the case; (g) prepare projections; (h) assist counsel in preparation of pleadings; (i) attend the initial debtor interview with United States Trustee; (j) represent the Debtor at the first meeting of creditors; (k) attend bankruptcy court hearings; (l) coordinate with Debtor's management; and (m) engage in negotiations to facilitate the settlement of disputes. The Debtor agreed to pay G.C. Realty Advisors and Mr. Goldwasser a $38,000 pre-petition retainer to be disbursed as follows: (a) $15,000 initial fee paid pre-petition, (b) $5,000 monthly fee commencing September, 2020, and (c) $1,500 per diem fee plus travel expenses for court appearances. Mr. Goldwasser disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor. The firm can be reached through: David Goldwasser G.C. Realty Advisors, LLC 3284 North 29th Court Hollywood, FL 33020 About Bond Foundry Bond Foundry, LLC, a New York-based company that engaged in activities related to real estate, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-11793) on Aug. 2, 2020. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Shelley C. Chapman oversees the case. The Debtor tapped Backenroth Frankel & Krinsky, LLP as its legal counsel and G.C. Realty Advisors, LLC as its restructuring advisor. David Goldwasser of Backenroth is the chief restructuring officer. BREAD & BUTTER: Seeks March 5 Plan Exclusivity Extension -------------------------------------------------------- Bread & Butter Concepts, LLC and its affiliates, ask the U.S. Bankruptcy Court for the District of Kansas, to extend by 60 days the Debtors' exclusive period for filing a plan of reorganization and soliciting acceptances of a plan through and including March 5, 2021, and May 6, 2021, respectively. According to the Debtors, they have been diligent in discharging their duties and making good-faith progress toward a feasible Chapter 11 plan. Notwithstanding this significant progress, the Debtors are a few months from being in a position to propose a plan of reorganization because among other reasons: (i) the sale of certain assets and the assumption and/or assignment of certain leases has substantially changed the business profile of the Debtors; (ii) the Debtors' business has been critically impacted by the COVID-19 pandemic and protests experienced in the Kansas City area. Further, Debtors' business is cyclical and significant revenue swings are experienced during the holiday and spring and summer months versus the colder and non-holiday months; (iii) the Debtors are only now starting to implement various key initiatives to maximize revenues, including, but not limited to, marketing campaigns, and other restaurant-specific programs in an attempt to recover from the closings and restrictions during the COVID-19 pandemic; (iv) the Debtors intend to engage an accounting firm to audit or review, as appropriate, their financial statements to assist the Debtors in preparing projections and seeking exit financing for a potential plan of reorganization; and (v) the Debtors currently anticipate that any projections for a potential plan of reorganization will need to be based on performance during the recovery period during the COVID-19 pandemic. The Debtors are in the process of working with various parties-in-interest to maximize the value of the Debtors' assets. The requested additional time is necessary for the Debtors to negotiate with creditors and determine the feasibility of a Chapter 11 plan with regard to the remaining assets and to move for dismissal of the bankruptcy estates of the sold entities. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3pRxsZM at no extra charge. About Bread & Butter Concepts Bread & Butter Concepts, LLC -- http://breadnbutterconcepts.com/-- was founded in 2011 and owns and operates multiple upscale restaurants in the Kansas City metropolitan area. Bread & Butter Concepts and its affiliates Texaz Crossroads LLC, Texaz Table Restaurant of KS LLC, Texaz South Plaza LLC, and Texaz Plaza Restaurant LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 19-22400) on November 9, 2019. At the time of the filing, Bread & Butter disclosed $4,121,754 in assets and $5,079,795 in liabilities. The cases have been assigned to Judge Dale L. Somers. Sandberg Phoenix & von Gontard P.C. is the Debtor's legal counsel. C&V AUTO SALES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: C&V Auto Sales & Service, Inc. DBA C&V Auto Sales 520 S. Pioneer Way Moses Lake, WA 98837 Business Description: C&V Auto Sales & Service, Inc. is an automobile dealer based in Moses Lake, Washington. Chapter 11 Petition Date: January 6, 2021 Court: United States Bankruptcy Court Eastern District of Washington Case No.: 21-00013 Judge: Hon. Frederick P. Corbit Debtor's Counsel: Dan O'Rourke, Esq. SOUTHWELL & O'ROURKE 421 W. Riverside Avenue Suite 960 Spokane, WA 99201 Tel: 509-624-0159 E-mail: dorourke@southwellorourke.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Childress, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at: https://www.pacermonitor.com/view/RWD54DA/CV_Auto_Sales__Service_Inc__waebke-21-00013__0002.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RICEHNI/CV_Auto_Sales__Service_Inc__waebke-21-00013__0001.0.pdf?mcid=tGE4TAMA CENOVUS ENERGY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Positive ------------------------------------------------------------------ Fitch Ratings has affirmed Cenovus Energy Inc.'s (CVE) Long-Term Issuer Default Rating (IDR) at 'BB+', and senior unsecured ratings at 'BB+/RR4', following the close of the Cenovus-Husky merger. The Rating Outlook remains Positive. In addition, Fitch has assigned 'BB+'/'RR4' ratings to Husky Energy Inc.'s existing senior unsecured debt, including its senior unsecured notes and bonds, and its two unsecured revolvers (maturing in 2022 and 2024). With the close of the transaction, Husky has become a wholly-owned subsidiary of Cenovus and will remain so until the amalgamation is complete and Cenovus becomes the obligor of Husky's long-term notes. The amalgamation process is consistent with Fitch's previous expectations for pari passu treatment of Husky's debt. Cenovus' Positive Rating Outlook reflects several of the transaction's credit enhancing features, including the economic benefits of higher downstream integration, and the potential for up to CAD1.2 billion in run-rate synergies, which should boost CVE's netbacks and FCF, as well as increase the company's ability to organically lower its gross debt balances. The combined company will be the third largest upstream producer in Canada and the second largest Canadian-based refiner and upgrader. CVE's ratings are supported by its size and scale, integrated business model, relatively low sustaining capital, moderate decline rates associated with the oil sands, potential synergy gains associated with the merger, and its commitment to defending the balance sheet, including a track record of significant debt reductions prior to the coronavirus pandemic. Rating concerns include lower realizations associated with oil sands, historically high volatility seen with Western Canadian Select (WCS) differentials and prices, CVE's high initial post-merger leverage, and the impact of a second wave of coronavirus infections, which could slow the company's ability to de-lever. Fitch believes the company will not require asset sales to reach its de-levering targets under Fitch's base case assumptions; however, the speed of de-levering will depend on underlying oil prices, the pace of recovery in refining margins and utilization, and the extent to which the company realizes stated synergies. KEY RATING DRIVERS Credit Friendly Transaction: The transaction is credit friendly, with elements that include a stock-for-stock exchange between Cenovus and Husky at an exchange ratio of 0.7845 CVE share plus 0.0651 CVE warrants in exchange for each Husky share, representing a premium of 21% excluding warrants and 23% including warrants; the lack of asset sales required to de-lever the joint balance sheet post close; and the lower expected level of cash flow volatility stemming from increased downstream integration and lower WCS exposure. Fitch anticipates the company will seek to reduce gross balance sheet debt using FCF following the close of the transaction. Increased Downstream Integration: A key rationale for the merger is the increased cash flow resilience of the combined companies through higher integration. For CVE, this translates into increased downstream integration and lower exposure to WCS differentials, which have historically added a layer of volatility to CVE's results that most U.S. peers lack. In addition to becoming the third largest upstream producer in Canada, CVE's refining and upgrading capacity will triple from 250,000 bpd to 660,000 bpd, and its ability to process blended heavy oil will more than double to 350,000 bpd as it adds the 110,000 bpd Lloydminster complex, 175,000 bpd Lima, OH and 160,000 bpd (gross) Toledo JV refineries, and the 45,000 bpd Superior, WI Refinery (currently being rebuilt but expected online 2022). Post-merger across all sources (refining integration, currently committed pipeline capacity, and rail), Cenovus will cover around 2/3rds of heavy oil exports, with less than 20% coming from the highest cost option, rail. The company will also have more than 265,000 bpd of takeaway capacity on Alberta's existing pipelines, and about 305,000 bpd on future planned pipelines. Merger Synergies: The company outlined CAD1.2 billion in run rate synergies, split among corporate and operating synergies (CAD600 million), and capital program efficiencies (CAD600 million). Of the corporate and operating synergies, a significant portion will be achieved through workforce reduction, IT savings, and procurement savings. Capital efficiencies of CAD600 million stem from prioritizing capital into what Fitch believes are the company's best prospects (Foster Creek, Christina Lake and Lloyd Thermal), while allowing lower netback properties to run off (Deep Basin and Sunrise). If realized, this would lower the company's joint sustaining capital from CAD3.0 billion to CAD2.4 billion. Slower Downstream Recovery: The recovery in North American refining has slowed in the near term, given a rising second wave of COVID-19 infections. While crack spreads have normalized at low levels, U.S. refinery utilization rates remain low (78% vs. historical levels in the low 90% range, according to recent EIA data). Crude differentials remain narrow, which also pressures refiner profitability. By product, the recovery has been uneven. Distillate demand is down just 1% yoy, but gasoline demand has lost modest momentum since the summer (-14% yoy). Jet fuel has improved but remains down -23% yoy. A vaccine-led demand recovery appears likely in 2H21, but the pace of recovery is highly dependent on the speed of the vaccine roll-out, and any longer-term structural changes to transport fuel demand. CVE's earnings sensitivity to downstream has increased significantly post transaction close. High Initial leverage: As calculated in Fitch's base case, Fitch expects CVE's debt/EBITDA leverage in 2021 will be 4.7x, reflecting the lingering impacts of the pandemic on hydrocarbon pricing, a limited downstream recovery, as well as the impact of transition/severance costs incurred in 2021, which will limit near term FCF generation. Fitch anticipates leverage will decline relatively quickly thereafter, as the company dedicates increased FCF generation to debt repayment over the next few years, but will be influenced by oil prices, refining margins, and the extent of realized synergies. Higher ARO: CVE will inherit HSE's Asset Retirement Obligation (ARO) of CAD2.8 billion, which is largely driven by its offshore positions in Atlantic Canada and in the Pacific. While the high netback Asian projects economics are protected by long-term fixed price contracts, offshore Atlantic projects have been negatively impacted by the pandemic, particularly when considering incremental go-forward project spending. Early abandonment of this project could shorten the field life of White Rose and accelerate the ARO. Dividend Manageable: While Cenovus suspended its dividend at the beginning of the pandemic, the new combined entity expects to initiate a quarterly dividend of $0.0175 per share, pending approval of the new board. Fitch notes the dividend is modest in dollar terms, at only about half the size of CVE's stand-alone dividend (CAD307 million), and in line with HSE's current dividend. 50% Equity Credit (EC) for Preferreds: Under Fitch's corporate hybrids criteria, Fitch assigned Husky's preferreds 50% EC for purposes of calculating leverage. The decision to assign 50% EC was based on the instrument's cumulative coupon deferral, features subordination to other debt instruments, lack of material covenant restrictions and events of default, lack of call dates or step up features, and the fact that interest deferrals do not trigger events that create incentives to redeem. DERIVATION SUMMARY At approximately 750,000 barrels of oil equivalent per day (boed) before royalties, CVE will be one of the larger independent E&Ps in the North American universe, smaller only than peers ConocoPhillips (A/Stable) and Occidental Petroleum (BB/Stable) in the U.S. In terms of its direct Canadian peers, CVE will be the third largest producer, behind only Canadian Natural Resources Limited (1.1 mmboed) and Suncor Energy Inc. (777,000 boed), and will be the second largest Canadian producer on a proved reserve basis (6.5 billion boe 1p gross). With approximately 660,000 bpd of refining and upgrading capacity, the company's post-merger integration is expected to increase significantly, although it will still require committed pipeline capacity and rail to move its product to market. In terms of diversification, CVE picks up modest incremental benefits by picking up Husky's offshore properties in Asia. As calculated by Fitch, CVE's stand-alone cash margins are low compared with peers, which led to notable debt increases at the beginning of the pandemic. Fitch expects the post-merger company CVE will see meaningful uplift to its netbacks due to integration impacts, the inclusion of several higher margin Husky properties (including fixed price Asian gas contracts), and, to the extent realized, the announced CAD1.2 billion in integration synergies. CVE's initial debt/EBITDA leverage in 2021 will be 4.7x but is expected to improve beginning in 2022. KEY ASSUMPTIONS -- Merger effective as of January 1 2021; -- Base case WTI oil prices of USD42/bbl in 2021, USD47 in 2022, and USD50 in 2023; -- WCS differential of USD12.50 in 2021, USD16.00 in 2022, and USD16.50 in 2023; -- Production of approximately 750,000 boepd over the next few years; -- Company initiates dividend in 2021 which is kept flat across the forecast RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Demonstrated progress in integrating Cenovus and Husky assets; -- Demonstrated progress in executing on deal synergies resulting in higher netbacks; -- Trend towards increased FCF generation with expectation that FCF will be used for debt reduction; -- Mid-cycle debt/EBITDA at or below 2.7x on a sustained basis Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Unexpected difficulties in integrating Cenovus and Husky assets, resulting in limited synergy gains and netback improvements, and a reduced ability to make gross debt reductions; -- Mid-cycle debt/EBITDA at or above 3.4x on a sustained basis; -- Inadequate liquidity. 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 At closing, Cenovus will retain the committed credit facilities of both merger partners totalling CAD8.5 billion, as well as separate uncommitted demand facilities. Revolving committed facilities at both stand-alone entities consist of CVE's CAD3.3B tranche A revolver (matures 2023). CVE's CAD1.2 billion tranche B revolver (matures 2022), Husky's CAD2.0 billion revolver (matures 2022) and HSE's second CAD2.0billion revolver (matures 2024). Both CVE and HSE have separate uncommitted demand facilities. At Sept. 30, 2020, Cenovus had short-term borrowings of just CAD137 million, as well as LOCs outstanding of CAD457 million on its uncommitted lines, while Husky had no short-term borrowings and LOCs of CAD459 million on its uncommitted demand facilities, leaving the full amount of committed facilities available at both companies. ESG CONSIDERATIONS Cenovus' ESG Relevance Score for Exposure to Social Impacts was lowered from '4' to '3' following the merger announcement with Husky, given the Husky acquisition is expected to materially increase the company's integration profile. Post-merger, around 2/3rds of CVE's heavy oil production exports will be covered. As a result, CVE should not be as exposed to volatile WCS prices which have been pressured by ongoing social resistance to new pipelines in Canada. 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. CENOVUS ENERGY: Moody's Hikes Unsecured Rating From Ba2 ------------------------------------------------------- Moody's Investors Service upgraded Cenovus Energy Inc.'s senior unsecured rating to Baa3 from Ba2, and the Commercial Paper rating to Prime-3 from Not Prime. The outlook was changed to negative from rating under review. Moody's withdrew the corporate family rating, probability of default rating and speculative grade liquidity rating. This concludes the review that was initiated on October 26, 2020. Husky Energy Inc. is now a wholly-owned subsidiary of Cenovus. Cenovus will become the obligor under Husky's existing senior unsecured notes upon the completion of a planned amalgamation among the two entities. Moody's expects the amalgamation will be completed and the Husky debt will be pari passu with the Cenovus debt. "The upgrade to Baa3 reflects the significant increase in size, scale and downstream capabilities following the close of Cenovus' merger with Husky Energy", said Paresh Chari, Moody's analyst. "We also expect Cenovus' conservative financial policies to be maintained leading to significant debt reduction over the near term, improving the weak leverage." Upgrades: Issuer: Cenovus Energy Inc. Senior Unsecured Shelf, Upgraded to (P)Baa3 from (P)Ba2 Senior Unsecured Commercial Paper, Upgraded to P-3 from NP Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba2 (LGD4) Withdrawals: Issuer: Cenovus Energy Inc. Corporate Family Rating, Withdrawn , previously rated Ba2 Probability of Default Rating, Withdrawn , previously rated Ba2-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-2 Outlook Actions: Issuer: Cenovus Energy Inc. Outlook, Changed To Negative From Rating Under Review RATINGS RATIONALE Cenovus (Baa3) benefits from an integrated business model that reduces cash flow volatility; conservative financial policies of management and the board, demonstrated by the rapid reduction of dividends and capex during oil price shocks; a sizable, long-lived, low decline, and low cost production and reserve base; an ability to generate free cash flow at low oil prices which Moody's expects will be directed towards improving leverage; and well-priced contracts for offshore China natural gas production that provide significant and stable cash flow. Cenovus is challenged by: 1) a concentrated asset base in western Canada, with modest diversification in Atlantic Canada and Asia; 2) weak credit metrics through 2020 and 2021; and 3) low margins and low returns for the Deep Basin assets, and 4) the Sunrise project that reduces operational efficiencies. Cenovus has excellent liquidity. At September 30, 2020 and pro forma for the merger with Husky, Cenovus had about C$1.4 billion of cash and full availability under its C$8.5 billion revolving credit facilities. Cenovus will generate minimal free cash flow through 2021. Cenovus will be well in compliance with its sole financial covenant through this period. There are no debt maturities in 2021 but about C$1.3 billion of maturities in 2022. The negative outlook reflects the uncertainty around the successful integration of the combined assets and the pace of deleveraging through 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if retained cash flow to debt appears likely to be sustainable above 40% and Cenovus successfully integrates the Husky assets. The ratings could be downgraded if retained cash flow to debt is likely to be sustained below 25%, possibly due to integration challenges. Cenovus is a Calgary, Alberta-based exploration and production company with interests in downstream refinery assets. Husky Energy Inc. is now a wholly-owned subsidiary of Cenovus. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. CENTENE CORP: Moody's Affirms Ba1 CFR Following Magellan Deal ------------------------------------------------------------- Moody's Investors Service has affirmed Centene Corporation's Ba1 senior unsecured debt rating and corporate family rating as well as the Baa1 insurance financial strength ratings of its six rated operating insurance subsidiaries. This follows the announcement of Centene's agreement to acquire Magellan Health, Inc. (Magellan; Nasdaq: MGLN, Ba1 under review for downgrade) for $2.2 billion. The deal is expected to close in H2 2021 and Moody's anticipates it will largely be financed with new senior debt and cash. The outlook on Centene and its rated insurance subsidiaries remains stable. RATINGS RATIONALE Moody's ratings affirmation reflects the relatively modest impact of the proposed transaction on Centene's leverage along with the incremental benefit to its capabilities and diversification. As of Q3 2020, Centene's debt-to-capital ratio (with Moody's lease adjustment) was 41.1% and debt-to-EBITDA 3.3x. Moody's estimates that both these leverage metrics could increase modestly to approximately 44% and 3.6x, respectively. Furthermore, Moody's anticipates a modest increase in goodwill, which would adversely impact the quality of capital. If Centene were to issue equity to de-lever, Moody's would consider that credit positive. With approximately $4.6 billion in revenue along with Moody's estimate of $150 - $175 million in EBITDA, Magellan is small compared to Centene with LTM revenue of $101.7 billion and EBITDA of $5.3 billion. But it brings leading capabilities in behavioral health and a niche position in the area of healthcare cost management to a diverse mix of customers, including health plans and other managed care organizations, employers, labor unions, the military and other government agencies. Magellan will help Centene control costs and further diversify its product offerings. Moody's Ba1 senior unsecured debt rating for Centene and Baa1 insurance financial strength ratings of its operating subsidiaries reflect the company's strong geographic diversity, its national market share leadership in Medicaid and individual market and a top six position in Medicare Advantage. It also reflects a track record of solid organic growth and adequate capitalization. These strengths are partly offset by its continued concentration in Medicaid (despite its improved diversification), its acquisitive nature with associated integration risk and high leverage. The coronavirus has not materially impacted Moody's credit view of Centene although significant uncertainty remains amid a surge in infections even as the deployment of vaccines is now underway. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Centene and its insurance subsidiaries if the company meets the following drivers: Moody's adjusted financial leverage maintained at 40% or below with well-laddered maturities with Debt-to-EBITDA below 2.5x; Risk-based capital ratio maintained above 200% of company action level, and; sustained overall organic membership growth of 3% or more annually and Medicare Advantage membership growth of 5% or more; EBITDA margin maintained at 5.0% or higher. Conversely, Moody's could downgrade Centene and its insurance subsidiaries if the company meets the following drivers: RBC ratio below 175% of CAL; EBITDA margins fall consistently below 3.5%; membership declines of over 10% over the next two-to-three years, and; financial leverage sustained above 45% with debt-to-EBITDA above 3.0x. LIST OF AFFECTED RATINGS The following ratings have been affirmed: Centene Corporation -- senior unsecured debt rating at Ba1; corporate family rating at Ba1; senior unsecured debt shelf rating at (P)Ba1; subordinated debt shelf rating at (P)Ba2; preferred stock (cumulative and non-cumulative) shelf rating at (P)Ba3; Bankers Reserve Life Insurance Company of Wisconsin – insurance financial strength rating at Baa1; Coordinated Care Corp. Indiana, Inc. -- insurance financial strength rating at Baa1; Health Net of California, Inc.-- insurance financial strength rating at Baa1; MHS Health Wisconsin -- insurance financial strength rating at Baa1; Peach State Health Plan, Inc. -- insurance financial strength rating at Baa1; Superior HealthPlan, Inc. -- insurance financial strength rating at Baa1. Outlook Actions: Centene Corporation -- outlook remains stable; Bankers Reserve Life Insurance Company of Wisconsin -- outlook remains stable; Coordinated Care Corp. Indiana, Inc. -- outlook remains stable; Health Net of California, Inc.-- outlook remains stable; MHS Health Wisconsin -- outlook remains stable; Peach State Health Plan, Inc. -- outlook remains stable; Superior HealthPlan, Inc. -- outlook remains stable. Centene Corporation is headquartered in St. Louis, Missouri. As of September 30, 2020 the company reported LTM revenues of $101.7 billion, 20.5 million medical members and shareholders' equity was $25.7 billion. The company operates in 50 states and 3 international markets. The principal methodology used in these ratings was US Health Insurance Companies Methodology published in November 2019. CENTER CITY HEALTHCARE: Senior Creditors to Get Sale Proceeds ------------------------------------------------------------- Law360 reports that Center City Healthcare filed a Chapter 11 plan of liquidation in the last week of December 2020 in Delaware bankruptcy court that calls for the payment in full of priority creditors after the debtor sold one of its Philadelphia hospitals and shuttered the other. In the plan and related filings, Center City Healthcare said it has completed a sale of St. Christopher's Hospital for Children and will distribute the proceeds to its most senior creditors. It also said it has permanently closed and vacated Hahnemann University Hospital. The plan documents were filed Dec. 30, 2020. About Center City Healthcare d/b/a Hahnemann University Hospital Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors were estimated to have assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc., as claims and noticing agent. Andrew Vara, acting U.S. trustee for Region 3, appointed a committee of unsecured creditors on July 15, 2019. The committee tapped Fox Rothschild LLP as legal counsel; Sills Cummis & Gross P.C. as co-counsel; and Berkeley Research Group, LLC as financial advisor. Suzanne Koenig was appointed as the patient care ombudsman. CHRISVIC BY THE SEA: To Seek Plan Confirmation on Feb. 24 --------------------------------------------------------- On Oct. 13, 2020, debtor Chrisvic by the Sea, Corp., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Disclosure Statement referring to a Plan. On Dec. 10, 2020, Judge Mildred Caban Flores approved the Disclosure Statement and ordered that: * Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Any objection to confirmation of the plan shall be filed on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Feb. 24, 2021, at 9:00 a.m. via Microsoft Teams is the hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan. The Debtor filed a Plan and a Disclosure Statement on Oct. 13, 2020. Oriental Bank, owed $334,569, will be paid, starting on Oct. 15, 2020, monthly postpetition mortgage payments of the loan in the amount of $1,525 outside of the Plan, per the terms of the mortgage modification entered on March 31, 2017. There are prepetition arrears in the amount of $53,226. The prepetition arrears claim will be paid by monthly payments of $300 for 60 months and on lump sum payment of $35,226 to be made at month 61 from refinancing of the property or from a capital contribution of the Debtor's shareholders. There are no non-priority unsecured claims in the case. A copy of the Disclosure Statement is available at: https://bit.ly/3hOrvKo A full-text copy of the order dated December 10, 2020, is available at https://bit.ly/3nAqCXU from PacerMonitor at no charge. About Chrisvic by the Sea Chrisvic by the Sea, Corp., is engaged in real estate leasing with a residential property located at Villa C4 Carr. 4466 KM 1.9 Interior Aguadilla, PR 00605, which is leased to the Hotel known as Villa Montana Beach Resort located in Aguadilla, Puerto Rico. Chrisvic by the Sea, Corp., filed a voluntary Chapter 11 petition (Bankr. D.P.R. Case No. 19-07109) on Dec. 4, 2019, and is represented by Enrique M. Almeida Bernal, Esq. and Zelma Davila Carrasquillo, Esq., at Almeida & Davila, P.S.C. The Debtor was estimated to have under $500,000 in both assets and liabilities. CLARE OAKS: Successfully Exits Chapter 11 Bankruptcy ---------------------------------------------------- Chuck Sudo of Senior Housing News reports that the Chicago area continuing area retirement community, Clare Oaks, has exited a 15-month Chapter 11 bankruptcy process with a reduced debt load, a new operator and a $5 million capital improvement plan in place for 2021. Clare Oaks, located in the suburb of Bartlett, officially emerged from bankruptcy on November 6, 2020, the community announced in a statement. The CCRC entered Chapter 11 bankruptcy protection on June 11, 2019, seeking to restructure $86 million in debt. The community opened in 2008. During the bankruptcy process, Clare Oaks' creditors committee fought with its primary bondholders -- private equity firm Lapis Advisors and Amundi Pioneer Asset Management == over its future. Last July, a federal judge ordered the two sides to restart negotiations, and a restructuring agreement was reached last August 2020. Under the terms of that agreement, Dallas-based ER Senior Management will operate the community. The group, also known as Evergreen Senior Living, operates four CCRCs in Texas. The two parties agreed to reduce the debt load to $46 million, and the bondholders have agreed to put up $5 million for capital improvements. "The goal of this rigorous process was to reduce the burden of unrealistic long-term debt, an all-too-common phenomenon among CCRCs opened earlier this century, and to infuse fresh capital for a series of improvements," Julie Boggess, chair of Clare Oaks’ new board of directors, said in a statement. The board and ER Senior Management named Tim Lynch as Clare Oaks' new executive director. He comes from The Craig, an Evergreen Senior Living CCRC in Amarillo, Texas and has 20 years experience in the long-term care industry. The main project involves converting 60 skilled nursing units into 32 assisted living units, Evergreen Senior Living President and CEO Chris Coates told Senior Housing News. Other improvements include adding a second dining venue in the form of a bistro, renovating Clare Oaks' main lobby to double as an activity center and encourage better social interaction, and deferred maintenance. Once the town of Bartlett approves of the plan and permitting is in place, the improvements are expected to be completed by the first quarter of 2022 at the latest, Coates said. Clare Oaks is exiting bankruptcy as another suburban Chicago area CCRC enters Chapter 11 protection for the second time in five years. Last December 2020, Park Place of Elmhurst in Elmhurst, Illinois filed for Chapter 11 protection after defaulting on $15.5 million in bond debt issued by the Illinois Finance Authority in 2016. The community, operated by Providence Life Services in Tinley Park, Illinois, has $141 million in debt on its ledger. The 2016 bonds were supposed to be paid from initial move-in and turnover entrance fees. But a slower than expected turnover in occupancy has occurred, and entrance fee revenues have decreased as a result. About Clare Oaks Clare Oaks -- https://www.clareoaks.com/ -- is a not-for-profit corporation that operates a continuing care retirement community. Its facilities and services include independent living, assisted living, skilled nursing, rehabilitation, and memory care services. Clare Oaks previously sought bankruptcy protection (Bankr. N.D. Ill. Case No. 11-48903) on Dec. 5, 2011 . Clare Oaks again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 19-16708) on June 11, 2019. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of between $100 million and $500 million. Judge Donald R. Cassling oversees the case. The Debtor tapped Polsinelli PC as legal counsel; Solic Capital Advisors LLC as financial advisor; and Stretto LLC as claims and balloting agent and as administrative advisor. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on June 28, 2019. The committee tapped Perkins Coie, LLP as its legal counsel. COMMUNITY INTERVENTION: Case Summary & 19 Unsecured Creditors ------------------------------------------------------------- Lead Debtor: Community Intervention Services, Inc. 200 Friberg Parkway Westborough, MA 01581 Business Description: Each of the Debtors is a for-profit corporation or limited liability company formed for the purpose of providing community based behavioral health services. CIS, headquartered in Westborough, Massachusetts, is a diversified provider of community-based and outpatient mental health and behavioral services, including through its wholly-owned subsidiaries, South Bay and Futures. Chapter 11 Petition Date: January 5, 2021 Court: United States Bankruptcy Court District of Massachusetts Four affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Community Intervention Services, Inc. [Lead Case] 21-40002 Community Intervention Services Holdings, Inc. 21-40003 South Bay Mental Health Center, Inc. 21-40004 Futures Behavior Therapy Center, LLC 21-40005 Debtors' Counsel: Michael J. Goldberg, Esq. A. Davis Whitesell, Esq. Hanna J. Ciechanowski, Esq. CASNER & EDWARDS, LLP 303 Congress Street Boston, MA 02210 Tel: 617-426-5900 Email: whitesell@casneredwards.com goldberg@casneredwards.com Debtors' Financial Advisor: David Campbell GETZLER HENRICH & ASSOCIATES LLC Debtors' Investment Banker: Eric Coburn DUFF & PHELPS SECURITIES, LLC Community Intervention's Estimated Assets: $50 million to $100 million Community Intervention's Estimated Liabilities: $100 million to $500 million The petitions were signed by Andrew R. Calkins, president, CEO. A copy of Community Intervention Services, Inc.'s petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/BDRCIWI/Community_Intervention_Services__mabke-21-40002__0001.0.pdf?mcid=tGE4TAMA List of Community Intervention Services, Inc.'s 19 Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Benefit Street Partners Loans $30,616,650 50 Kennedy Plaza Providence, RI 02903 Michael Frick Tel: 212-588-6769 Email: BSP-info@benefitstreepartners.com 2. OFS Capital Management Loans $13,121,421 10 S. Wacker Drive Suite 2500 Chicago, IL 60606 Bradley Forest Tel: 646-652-8488 Email: bforrest@ofsmanagement.com 3. Capital One, Loans $9,208,644 National Association as agent for itself and Fifth Third Bank 2 Bethesda Metro Cente PO Box 7410110 Bethesda, MD 20814 Ivan Medarov Tel: 301-634-3214 Email: ivan.medarov@capitalone.com 4. Massachusetts Executive Trade Debts $7,806,697 Office of Health and Human Services 1 Ashburton Place Boston, MA 02108 Mike Levine Tel: 857-278-1193 Email: mike.levine@state.ma.us 5. McDermott Will & Emery LLP Vendor $6,068,193 333 Avenue of the Americas Suite 300 Miami, FL 33131 Harris C. Siskind P.A. Tel: 305-347-6555 Email: hsiskind@mwe.com 6. H.I.G Growth Partners Fees/Expenses $5,245,414 500 Bolyston Street for PE Sponsor Boston, MA 02116 Steve Loose Email: sloose@higgrowth.com 7. H.I.G Growth Partners Junior Debt $2,177,836 500 Bolyston Street Provider Boston, MA 02116 Steve Loose Email: sloose@higgrowth.com 8. State of MA Office of Debts $1,820,000 Attorney General 1 Ashburton Place Boston, MA 0210 Kevin Lownds Tel: 617-963-2227 Email: kevin.lownds@state.ma.us 9. Goodwin Procter LLP Vendor $928,840 100 Northern Avenue Boston, MA 02210 Michael Caplan Email: Mcaplan@goodwinlaw.com 10. Internal Revenue Service Taxes $846,090 P.O. Box 7346 Philadelphia, PA 19101-7346 Tel: 800-973-0424 11. CBIZ CMF Associates Vendor $169,000 325 Chestnut Street, Suite 410 Philadelphia, PA 19160 Don Agee Tel: 215-531-7500 Email: dagee@cmfassociates.com 12. Legacy Heritage, LLC Landlord $62,265 c/o Eastportreal Estates Services 107 Audubon Road, Suite 2-301 Wakefield, MA 01880 Heather Hamilton Tel: 781-890-5855 13. Northeast Arc Inc. Vendor $45,000 1 Southside Road Danvers, MA 01923 Anne Dolan Tel: 978-522-5417 14. RLDatix Vendor $35,310 1 Yonge Street Suite 2300 Toronto Ontario M5E 1E5 Canada Charisse de Souza-Pincente Tel: 416-410-8456 x304 15. Behavioral Concepts Inc. Vendor $13,200 345A Greenwood St Worcester, MA 01607 Tanya Rowe Email: tanya.rowe@learnbehavioral.com 16. Beacon ABA Services, Inc. Vendor $8,000 321 Fortune Blvd. Milford, MA 01757 Tel: 508-478-0207 Email: beaconspecialtyservices@hsmc.org 17. Visual Lease Vendor $7,500 100 Woodbridge Center Drive Suite 200 Woodbridge, NJ 07095 Kerilyn McAndrews Tel: 732-596-8110 x46 Email: Kmcandrews@visuallease.com 18. Christine Martino-Fleming Whistleblower $0 c/o Jeffrey NewmanLaw lawsuit One Story Terrace Marblehead, MA 01945 Jeffrey A. Newman, Esq. Tel: 617-823-3217 Email: jeffrey.newman1@gmail.com 19. Christopher F. Egan Landlord $0 and Marc R Verreault Westboro Two LLC 116 Flanders Road, Suite 2000 Westborough, MA 01581 Joseph Jenkins, Esq. Tel: 508-898-3900 CRED INC: DOJ Says Bankruptcy Plan Should Wait for Examiner Review ------------------------------------------------------------------ Daniel Gill of Bloomberg Law reports that bankrupt cryptocurrency investment company Cred Inc.'s bid for court approval of its bankruptcy plan support agreement faces Justice Department opposition because a court-appointed examiner hasn't yet reviewed the case. Cred's agreement with the unsecured creditors committee sets out the basic terms of a liquidating plan that would feature an asset sale and creation of a liquidating trust to pursue the bankruptcy estate's potential claims against third parties. The U.S. Trustee, the DOJ's bankruptcy watchdog, opposed Cred's request Dec. 31, 2020, the same day the company filed its bankruptcy plan and supporting disclosure statement with the U.S. Bankruptcy Court. About Cred Inc. Cred Inc. is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. Cred -- https://mycred.io -- is a global financial services platform serving customers in over 100 countries. Cred is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc., is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3, 2020.; DELPHI CORP: Termination of Salaried Plan Affirmed -------------------------------------------------- The United States Court of Appeals, Sixth Circuit affirmed the decision of the district court that granted summary judgment in favor of the Pension Benefit Guaranty Corporation (PBGC). The appellate court found that PBGC's decision to terminate the Salaried Plan was not arbitrary and capricious. Title IV of the Employee Retirement Income Security Act of 1974 (ERISA) creates an insurance program to protect employees' pension benefits. The PBG, a wholly-owned corporation of the United States government, is charged with administering the pension-insurance program. Delphi Corporation, an automotive parts supplier and former subsidiary of General Motros Corporation, was plan administrator and contributing sponsor of several defined-benefit pension plans. The Salaried Plan covered approximately 20,000 members of Delphi's salaried, non-unionized workforce, including the retirees Dennis Black, Chuck Cunningham, and Ken Hollis. In 2008, Delphi's first Plan of Reorganization provided that all Delphi sponsored pension plans would be frozen but would continue to be reorganized under Delphi. But the 2008 Plan failed when Delphi's post-emergence investors refused to fund their investment agreement with Delphi. on July 22, 2009, PBGC issued a Notice of Determination to Delphi, notifying Delphi that it had determined that the Salaried Plan must be terminated and that PBGC should be appointed as statutory trustee of the plan. On August 6, 2009, the retirees sought PBGC's consent to intervene in the termination proceedings in district court. On August 7, 2009, PBGC voluntarily dismissed the termination suit in district court. Then, on August 10, 2009, PBGC and Delphi executed a termination and trusteeship agreement that terminated the Salaried Plan effective July 31, 2009. Subsequently, in September 2009, the retirees filed a lawsuit. After protracted litigation, the district court granted summary judgment in favor of PBGC. On appeal, the retirees brought several challenges to the termination: -- that 29 U.S.C. Section 1342(c) requires a judicial adjudication before a pension plan may be terminated. -- that termination of the plan violated their due process rights. -- that PBGC's decision to terminate the Salaried Plan was arbitrary and capricious. The 6th Circuit found that retirees' arguments do not require reversal. After reviewing the statutory text comprehensively and applying relevant canons of statutory interpretation, the appellate court found that subsection 1342(c)(1) does provide two alternative mechanisms for terminating a distressed pension plan: (1) by application to a United States district court for a decree that the plan must be terminated, or (2) by agreement between PBGC and the plan administrator. Thus, the court held that 29 U.S.C. Section 1342(c)(1) allows a plan administrator and the PBGC to terminate a distressed pension plan by agreement, without court adjudication. The appellate court also found that the retirees do not have a property interest in the full amount of their vested pension benefits because the Salaried Plan document provides that only funded benefits at the time of plan termination are nonforfeitable. Since the retirees do not have a protected property interest in their remaining unpaid yet vested pension benefits, the court held that no due process violation has occurred. Lastly, the appellate court held that the retirees have not demonstrated that PBGC's decision to terminate the Salaried Plan was arbitrary and capricious. The court found that there is sufficient countervailing evidence to support PBGC's decision to terminate the Salaried Plan under the criteria found in 29 U.S.C. Section 1342(a). The case is DENNIS BLACK; CHARLES CUNNINGHAM; KENNETH HOLLIS; DELPHI SALARIED RETIREE ASSOCIATION, Plaintiffs-Appellants, v. PENSION BENEFIT GUARANTY CORPORATION, Defendant-Appellee, No. 19-1419 (6th Cir.). A full-text copy of the 6th Ciruit's amended opinion dated December 28, 2020 is available at https://tinyurl.com/y75s5kkf from Leagle.com. Appellants are represented by: Anthony F. Shelley, Esq. Timothy P. O'Toole, Esq. Michael N. Khalil, Esq. MILLER & CHEVALIER CHARTERED 900 16th Street NW Black Lives Matter Plaza Washington DC 20006 Tel: 202-626-5800 Email: ashelley@milchev.com totoole@milchev.com Appellee is represented by: John A. Menke, Esq. C. Wayne Owen Jr., Esq. Craig T. Fessenden, Esq. Erin C. Kim, Esq. PENSION BENEFIT GUARANTY CORPORATION 1200 K Street, NW Washington DC 20005 Tel: 1-800-400-7242 About Delphi Corp. Based in Troy, Michigan, Delphi Corporation -- http://www.delphi.com/-- is a global supplier of electronics and technologies for automotive, commercial vehicle and other market segments. Delphi operates major technical centers, manufacturing sites and customer support facilities in 30 countries. The Company filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 05-44481) on Oct. 8, 2005. Skadden, Arps, Slate, Meagher & Flom LLP, represented the Debtors in their restructuring efforts. Latham & Watkins LLP, represented the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed $9.16 billion in assets and $23.7 billion in debt. The Court confirmed Delphi's plan on Jan. 25, 2008. The Plan was not consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide $2.55 billion in equity financing to Delphi. At the end of July 2009, Delphi obtained confirmation of a revised plan, build upon a sale of the assets to a entity formed by some of the lenders who provided $4 billion of debtor-in-possession financing, and General Motors Company. On Oct. 6, 2009, Delphi's Chapter 11 plan of reorganization became effective. A Master Disposition Agreement executed among Delphi Corporation, Motors Liquidation Company, General Motors Company, GM Components Holdings LLC, and DIP Holdco 3, LLC, divides Delphi's business among three separate parties -- DPH Holdings LLC, GM Components, and DIP Holdco 3. Delphi emerged from Chapter 11 as DPH Holdings. DPH Holdings is responsible for the post-Effective Date administration and eventual closing of the Chapter 11 cases as well as the disposition of certain retained assets and payment of certain retained liabilities as provided under the Modified Plan. Delphi Automotive PLC is UK-based company formed in May 2011 as a holding company for US-based automotive parts manufacturer Delphi Automotive LLP. Delphi Automotive LLP is the successor to the former Delphi Corporation. At the time of its formation, Delphi Automotive PLC filed an initial public offering seeking to raise at least $100 million. DGWB VENTURES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: DGWB Ventures, LLC 217 N. Main Street Suite 118 Santa Ana, CA 92701 Business Description: DGWB Ventures, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company is the owner of fee simple title to a property located at 217 N Main St Santa Ana, California having an appraised value of $7.3 million. Chapter 11 Petition Date: January 6, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10017 Debtor's Counsel: Michael B. Reynolds, Esq. SNELL & WILMER L.L.P. 600 Anton Blvd., Suite 1400 Costa Mesa, CA 92626 Tel: (714) 427-7000 Fax: (714) 427-7799 E-mail: mreynolds@swlaw.com Total Assets: $8,227,212 Total Liabilities: $4,865,714 The petition was signed by Jon Ernest Gothold, manager. 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/6ZEFQKY/DGWB_Ventures_LLC__cacbke-21-10017__0001.0.pdf?mcid=tGE4TAMA EQM MIDSTREAM: Fitch Assigns BB Rating on New Unsecured Notes ------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to EQM Midstream Partners LP's (EQM) proposed senior unsecured notes offering. These notes are to rank pari passu with EQM's existing and future senior unsecured notes. Proceeds from the notes offering are expected to be used to prepay all borrowings under the $1.4 billion senior unsecured term loan maturing August 2022, purchase a portion of the outstanding senior notes due 2023 and 2024, and for general partnership purposes. Fitch currently rates EQM's Long-Term Issuer Default Rating (IDR) 'BB' and the senior unsecured notes and revolver expiring 2023 'BB'/'RR4'. The Rating Outlook is Negative. The Negative Outlook reflects Fitch's concern around the execution of the Mountain Valley Pipeline (MVP) project, as the project faces multiple legal challenges on environmental grounds. Fitch expects an in-service date of late 2021 and a cost to approximately $6.0 billion (excluding AFUDC; 8/8th basis). KEY RATING DRIVERS Mountain Valley Pipeline: EQM announced in November 2020 that MVP has experienced a delay compared with the schedule set by MVP in June 2020. Fitch expects the full in-service date to be late 2021, at an approximate cost of $6.0 billion. From inception, this project has encountered large schedule delays and cost overruns, mainly due to environmental challenges. EQM's earnings growth and strengthening of its balance sheet metrics is largely dependent on the completion of MVP. With multiple delays and increased costs, timely project completion continues to present an execution risk for EQM. Counterparty Credit Risk: EQM derives roughly 65% of its revenues from EQT Corporation (EQT; IDR and senior unsecured rating 'BB' and 'BB'/'RR4', respectively; Outlook Positive), its primary counterparty and a minority shareholder (approximately 6%). EQT is expected to remain EQM's largest customer in the near to intermediate term. Fitch typically views midstream service providers with high single counterparty concentration as having exposure to significant event risk. Due to the combination of customer concentration and reservation-based payment, EQM's credit risk is closely aligned with that of EQT and the rating of EQT serves as a cap on the rating of EQM. Contract Renegotiation with EQT: Under an early 2020 renegotiated EQT gathering contract, EQM benefited from a longer-term schedule of higher minimum volume commitments (MVCs), a global MVC rate, PA and WV acreage dedications and capex protections. Since EQM is dependent on EQT for its cash flows and future growth, EQT's operational and financial health have a strong bearing on EQM's credit profile. The new contract is intended to assist EQT's drilling plans in a backdrop of prolonged low natural gas prices. An important positive is that the benefit of certain rate step-downs to EQT are held in abeyance until MVP is placed into service. Fitch believes that the new contract has a marginal positive impact on EQM's credit profile given the higher MVCs and contract extension. Limited Geographic and Counterparty Diversification: EQM's business lines and geographic diversity are limited with strong ties and focus on EQT's production in the Appalachian region. Fitch typically views single-basin operators with large customer concentration like EQM as having exposure to outsized event risk, which could be triggered by an operating issue at EQT or any production difficulties in the Appalachian basin. Despite being in one of the most prolific gas basins in the U.S., natural gas prices and liquidity constraints have affected EQT's drilling plans, which are intended to be alleviated to an extent by the contract renegotiations in February 2020 and the natural gas prices returning to normal. Revenues from Long-Term Capacity Reservation Payments: EQM's operations are supported by long-term contracts with firm reservation fees for both the gathering and transmission side of the business. The new gathering contracts with EQT have a 15-year contract life, and a weighted average remaining life of 14 years on storage and transmission. Approximately 65% of the revenues generated for the nine months ended Sept. 30 ,2020 were from firm reservation fees, which is expected to increase under the new contract. Environmental, Social and Governance (ESG): EQM has a relevance score of 4 for Group Structure with significant related party transactions with EQT. EQM also has a relevance score of 4 for Exposure to Social Impacts as it continues to face environmental permitting challenges for MVP. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY EQM operates in the Appalachian basin and has material, concentrated counterparty exposure to EQT. In terms of EBITDA, EQM is larger than DCP Midstream, LP (DCP; BB+/Stable) and EnLink Midstream LLC (ENLC; BB+/Negative). All three generate EBITDA over $1 billion. DCP and ENLC operate in multiple basins, and EQM has lower business risk gas-transportation assets in its portfolio. However, DCP is much more diverse than EQM and EQM is less diverse than ENLC. DCP has higher volume risk with only about 70% of its gross margins being generated from fee-based contracts verses 90% of ENLC's gross margins. EQM had approximately 65% of revenues from firm reservation fees for nine months ended Sept. 30, 2020. EQM exhibits higher leverage compared to its peers, ENLC and DCP where Fitch expects leverage for 2021 above 5.0x, and around 5.0x-5.2x, respectively. Currently, due to the stress of the multi-year MVP project, EQM leverage is approximately 5.4x (LTM Sept. 30, 2020). These peers are better positioned relative to EQM where Fitch expects leverage to remain elevated for the next 12 months, primarily due to delays in MVP coming on-line. Fitch expects leverage of approximately 4.5x-4.8x in 2022 once MVP is in-service. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Henry Hub natural gas prices of $2.45/mcf in 2021 and thereafter; -- WTI oil price of $42/bbl in 2021, $47/bbl in 2022, $50/bbl in 2023 and over the long-term; -- Dividends in line with management guidance. No dividend growth expected in forecast period; -- MVP is in service in late 2021, and an MVP project financing occurs after Dec. 31, 2021; -- No acquisitions or equity issuance assumed. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Positive rating action at EQT may lead to a positive rating action at EQM. If EQT were to be upgraded, EQM could be upgraded. The Outlook is not likely to be stabilized until MVP comes into service; -- Other positive rating action is not currently viewed as likely in the medium term until MVP comes into service. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Any negative rating action at EQT; -- At MVP, any further delays to the joint venture's revised schedule, or meaningful cost increases to the approximately $6.0 billion budget (8/8ths basis, excluding interest during construction); -- Leverage (total debt with equity credit/adjusted EBITDA) of over 5.5x for a sustained period; following the EQM buy-in transaction, the 5.5x leverage is calculated by reference to ETRN consolidated leverage, in accordance with the consolidated credit profile treatment under Fitch's parent subsidiary linkage (e.g. adding the deemed debt portion of the new ETRN preferred shares to EQM debt); -- Distribution coverage ratio below 1.0x on a sustained basis; -- A change in operating profile such that EQM introduces a material amount of non-fee-based contracts for its gathering business; -- Failure to proactively refinance the 2022 term loan or any other liquidity challenges; -- A change in the financial policies set by ETRN that is materially adverse to EQM's credit quality. 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 Adequate Liquidity: As of Sept. 30, 2020, EQM had approximately $2.4 billion in liquidity. Cash on balance sheet was approximately $178 million, in addition to the $2.3 billion available under the $3 billion revolver (the availability is after recognizing credit extensions of $235 million related to the issuance of letters of credit). The revolver may be increased by up to $750 million under the accordion feature, subject to lender's consent. The bank agreement was recently amended to include step-downs in its leverage restriction from a near-term restriction of 5.75x to 5.00x over the next several years. With acquisitions, EQM's maximum permissible leverage is 5.50x on a temporary basis. As of Sept. 30, 2020, EQM was in compliance with its covenants. Fitch notes that the definition of leverage under the bank agreement is materially different than its own definition of leverage. Fitch expects EQM to maintain compliance with its covenants in the near term. As of Sept. 30, 2020, EQM also had a $1.4 billion term loan facility executed in August 2019. The facility carries the leverage covenants at the same level as defined in the $3.0 billion revolver. Debt Maturity Profile: EQM does not have debt maturities until the $1.4 billion term loan matures in August 2022. The revolver will mature in October 2023. SUMMARY OF FINANCIAL ADJUSTMENTS EQM forecast metrics referred to herein are calculated by reference to ETRN financial statements, with an adjustment for the preferred units to reflect a 50/50 debt to equity treatment. EBITDA in the forecast metrics reflects cash received from EQT that is booked to deferred revenue rather than revenue; when EQT payments transition to where the deferred revenue is being amortized into revenues, this amortization will be removed from revenues to arrive at EBITDA. Regarding unconsolidated affiliates, Fitch calculates midstream energy companies' EBITDA by use of cash distributions from those affiliates, rather than, for example, rateable EBITDA from those affiliates. ESG Considerations EQM has a relevance score of 4 for Group Structure with significant related party transactions with EQT. EQM also has a relevance score of 4 for Exposure to Social Impacts as it continues to face environmental permitting challenges for MVP. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Except for the matters discussed above, the highest level of ESG credit relevance, if present, is a score of 3 - ESG issues are credit neutral or have only a minimal credit impact on the entity(ies), either due to their nature or the way in which they are being managed by the entity(ies). EQM MIDSTREAM: Moody's Gives Ba3 Rating on New Sr. Unsec. Notes --------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to EQM Midstream Partners, LP's proposed issuance of senior unsecured notes. The proceeds of the new notes will be used to repay the $1.4 billion senior unsecured term loan due in August 2022 and partially tender for EQM's 2023 and 2024 unsecured notes. EQM's existing ratings, including the Ba3 Corporate Family Rating, Ba3 rating on its existing senior unsecured notes and Ba3-PD Probability of Default rating are not affected by this action. The Speculative Grade Liquidity rating is unchanged at SGL-3. The outlook remains negative. Assignments: Issuer: EQM Midstream Partners, LP Senior Unsecured Regular Bond/Debenture, Assigned Ba3(LGD4) RATINGS RATIONALE EQM's use of the proceeds from the proposed issuance to repay the $1.4 billion senior unsecured term loan due in August 2022 and use the remaining proceeds to tender for 2023 and 2024 notes, is credit neutral as the overall debt burden of the company remains unchanged. The new notes, revolving credit facility, and existing senior unsecured notes are all unsecured and pari passu. Accordingly, the existing unsecured notes and new unsecured notes are rated Ba3, the same as the CFR. Pro forma for the issuance of the proposed new notes and repayment of the term loan, EQM's capital structure will include its $3 billion revolving credit facility due 2023 ($788 million of outstanding borrowings as of September 30, 2020, including Eureka's borrowings of $303 million), its existing $5.1 billion of senior unsecured notes with staggered maturities and its new notes. EQM's Ba3 CFR is constrained by the ongoing delays and significant cost overruns at its Mountain Valley Pipeline (MVP) project. The company's most recent update estimates the completion of MVP in late 2021 at a total project cost of about $5.8 - $6.0 billion. If MVP's cash flow had started in the second quarter of 2021 it would have moderated EQM's debt leverage, but that timing has now been delayed to late 2021. EQM is also constrained by its reliance on EQT Corporation (EQT, Ba3 positive) as its anchor shipper and primary customer. With about 70% of EQM's 2019 revenues derived from EQT, EQM's credit profile is closely tied to that of EQT's. EQM is supported by its close proximity to high production volumes in the Marcellus Shale and the critical nature of its pipelines for moving natural gas within the region to long haul pipelines. Contract renegotiations with EQT have provided EQM with a new 15-year gas gathering agreement with longer-term and higher minimum volume commitments and will enhance EQM's long-term cash flow profile. EQM's negative outlook reflects the MVP completion uncertainty and consequent potential for debt leverage to increase significantly. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS EQM's ratings could be downgraded if MVP is not likely to be online through 2021 and if EQM's debt leverage approaches 6x and is likely to remain at that level. An upgrade of EQM is unlikely given MVP's completion uncertainty. EQM's ratings could be considered for an upgrade if MVP is completed and the project's cash flow strengthens EQM's standalone credit profile by reducing its Debt/EBITDA to below 5x. EQT's ratings would have to be upgraded to consider an upgrade of EQM's ratings. EQM Midstream Partners, LP is an indirect, wholly owned subsidiary of Equitrans Midstream Corporation that owns and operates interstate pipelines, gathering lines and water assets primarily serving Marcellus Shale production. The principal methodology used in these ratings was Midstream Energy published in December 2018. EQM MIDSTREAM: S&P Rates New Senior Unsecured Notes 'BB-' --------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating to EQM Midstream Partners L.P.'s proposed senior unsecured notes. The '3' recovery rating reflects S&P's expectation for estimated recovery of about 50% in its hypothetical default scenario. The company will use proceeds from the issuance to repay existing outstanding term loan borrowings and tender a portion of the senior unsecured notes maturing in 2023 and 2024. S&P said, "Given that there is no material change to gross debt or credit metrics, our 'BB-' issuer credit rating is unchanged. We anticipate EQM's S&P Global Ratings-adjusted leverage will stay above 5.5x while the Mountain Valley Pipeline remains under construction and that it will fall below 5x when the pipeline commences operations around year-end 2021." FF FUND: Disclosure Statement Hearing Reset to Jan. 27 ------------------------------------------------------ On Dec. 16, 2020, debtor FF Fund I, L.P., filed with the U.S. Bankruptcy Court for the Southern District of Florida a Disclosure Statement and Plan. The judge on Dec. 17, 2020, entered an order setting a Jan. 20 hearing on the Disclosure Statement. On Jan. 5, 2021, Judge Laurel M. Isicoff ordered that: * Jan. 27, 2021 at 11:00 a.m. via Zoom Video is the hearing to consider approval of the Disclosure Statement. * Jan. 20, 2021 is fixed as the last day to file and serve objections to Disclosure Statement. A full-text copy of the order dated January 5, 2021, is available at https://bit.ly/3rXsUTw from PacerMonitor at no charge. Counsel for the Debtor: Heather Harmon, Esq. 100 SE 2nd Street, Suite 4400 Miami, Florida 33131 Telephone: (305) 349-2300 hharmon@gjb-law.com AAbout FF Fund I L.P. FF Fund I L.P., an investment company based in Miami, Fla., filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019. In the petition signed by CRO Soneet R. Kapila, the Debtor estimated $50 million to $100 million in assets and $1 million to $10 million in liabilities. On Jan. 24, 2020, F5 Business Investment Partners, LLC, an affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-10996). The case is jointly administered with that of FF Fund on Feb. 4, 2020. At the time of the filing, F5 Business estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Chief Judge Laurel M. Isicoff oversees the cases. Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is serving as the Debtors' legal counsel. No creditors' committee has been appointed in the case. In addition, no trustee or examiner has been appointed. FIC RESTAURANTS: Unsecureds to Recover 100% in Amici Sale Plan -------------------------------------------------------------- FIC Restaurants, Inc., et al., submitted a Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. The Plan represents the Debtors' proposal in the Chapter 11 cases for the sale of substantially all assets and liquidation of all or substantially all of their remaining assets pursuant to a (i) concurrent private sale process under Section 363 of the Bankruptcy Code, with the closing contingent upon the Effective Date of the Plan; and (ii) a Plan process sponsored by the Plan Sponsor (Sun Ice Cream Finance II, LP) that, in conjunction with the proceeds from the private sale to the Purchaser (Amici Partners Group, LLC), will leave all Classes of Claims Unimpaired, other than Secured Claims held by the Secured Lenders, which are non-Debtor affiliated entities (and include the Plan Sponsor), that are waived and released by express consent as substantial contributions to the Plan. The following provides a summary of the key economic terms and mechanics of the Plan: * All General Unsecured Claims that are Allowed will be Unimpaired under the Bankruptcy Code and paid in full in Cash. * To the extent not assumed and assigned to the Purchaser, all Executory Contracts and Unexpired Leases will be rejected through the Plan or during the course of the Chapter 11 Cases pursuant to section 365 of the Bankruptcy Code. The non-Debtor counterparties to the rejected Executory Contracts and Unexpired Leases will also be Unimpaired as their Allowed Rejection Claims will be paid in full in cash in accordance with the relevant provisions of the Bankruptcy Code. * The Debtors will fund distributions under the Plan from (i) Cash generated by continued operations, and cash collateral in connection with the Cash Collateral Orders; (ii) proceeds from the concurrent private sale of substantially all assets to the Purchaser; (iii) borrowing under the Credit Agreements prior to the Petition Date; and (iv) commitments obtained from the Plan Sponsor to fund additional amounts after the Effective Date pursuant to existing availability under the Senior 2019 Credit Facility (and prior to the waiver and release of the senior credit facility). * As noted, all Secured Lender Claims under the Credit Agreements will be waived and released under Class 2A, 2B and 2C after the Effective Date of the Plan as part of the comprehensive settlements and, in addition, substantial contributions made by the other Released Parties under the Plan. This includes, without limitation, the waiver and release of over $430,000 in deferred rent claims held by indirectly affiliated SIC Property, LLC related to corporate owned restaurant locations, and a similar waiver of substantial management fees owed to the Debtors' parent entities. Unsecured claims in Class 4, which will recover 100% under the Plan, are projected to total $3.83 million. A full-text copy of the Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation dated December 16, 2020, is available at https://bit.ly/3mKNtz1 from PacerMonitor.com at no charge. Counsel for the Debtors: Matthew P. Ward Ericka F. Johnson Morgan L. Patterson WOMBLE BOND DICKINSON (US) LLP 1313 North Market Street, Suite 1200 Wilmington, Delaware 19801 Tel: (302) 252-4320 E-mail: matthew.ward@wbd-us.com ericka.johnson@wbd-us.com morgan.patterson@wbd-us.com About FIC Restaurants FIC Restaurants, Inc. and its debtor affiliates operate a casual dining restaurant chain in the United States known as Friendly's. They have approximately 60 corporate restaurants and serve as franchisor on another 86 locations. Visit https://www.friendlysrestaurants.com/ for more information. FIC Restaurants and its four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12807) on November 1, 2020. The petitions were signed by T. Todd Schwendenmann, chief financial officer, treasurer and secretary. At the time of the filing, FIC Restaurants disclosed estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Womble Bond Dickinson (US) LLP as counsel; Duff & Phelps Securities, LLC as mergers and acquisition advisor; Carl Marks Advisory Group LLC as financial consultant and advisor; and Donlin, Recano & Company, Inc. as claims, noticing, solicitation agent and administrative advisor. FIC RESTAURANTS: WIns Confirmation of Chapter 11 Plan ----------------------------------------------------- Judge Christopher S. Sontchi entered findings of fact, conclusions of law, and an order confirming FIC Restaurants, Inc., et al.'s Second Amended Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation. Judge Sontchi held a hearing on the Plan on Dec. 17. The plan sponsor has committed an aggregate amount not to exceed $7,900,000, which constitutes sufficient cash to make all payments required under the Plan or otherwise on the Effective Date or thereafter to allowed claims. The plan sponsor is Sun Ice Cream Finance II, LP, a Delaware limited partnership, which agreed to raise the commitment amount from $7,500,000 to $7,900,000. According to a plan supplement, the post-confirmation management of the Debtors will be a comprised of: * Todd Schwendenmann, as consultant to the Debtors and Reorganized Debtors, as applicable, with the assistance of certain other former administrative employees of the Debtors. * Marc Pfefferle, as Chief Restructuring Officer to the Debtors and Reorganized Debtors, as applicable, with the assistance of certain additional personnel from Carl Marks Advisory Group LLC. The Plan Confirmation Order adds a provision that resolves objections filed by Cigna and related entities: "Notwithstanding anything to the contrary in the Plan, or in any notice related thereto, the Employee Benefits Agreements (as defined in the Protective Objection of Cigna to Notice of Possible Assumption and Assignment of Certain Executory Contracts and Unexpired Leases of Nonresidential Real Property in Connection With the Sale [Docket No. 212] and the Objection of Cigna to Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation[Docket No. 214] (jointly, "Cigna Objections")) through which Cigna Life Insurance Company of New York and Life Insurance Company of North America provide administrative, insurance, and insurance-related services for Debtors' employee benefits plan, shall be deemed terminated as of the Effective Date of the Plan. This fully resolves the Cigna Objections." A full-text copy of the Plan Confirmation Order dated Dec. 17, 2020, is available at https://bit.ly/2XctE9o from PacerMonitor.com at no charge. About FIC Restaurants FIC Restaurants, Inc. and its debtor affiliates operate a casual dining restaurant chain in the United States known as Friendly's. The Debtors have approximately 60 corporate restaurants and serve as franchisor on another approximately 86 locations. Visit https://www.friendlysrestaurants.com/ for more information. FIC Restaurants and its four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12807) on November 1, 2020. The petitions were signed by T. Todd Schwendenmann, chief financial officer, treasurer and secretary. At the time of the filing, FIC Restaurants disclosed estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Womble Bond Dickinson (US) LLP as counsel; Duff & Phelps Securities, LLC as mergers and acquisition advisor; Carl Marks Advisory Group LLC as financial consultant and advisor; and Donlin, Recano & Company, Inc., as claims, noticing, solicitation agent and administrative advisor. FILLIT INC: Wollmuth Maher Represents Cherokee, Palmyra ------------------------------------------------------- In the Chapter 11 cases of Fillit, Inc., the law firm of Wollmuth Maher & Deutsch LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing Cherokee Equities LLC and Palmyra Urban Renewal Entity, LLC. As of Jan. 4, 2021, each of the Entities and their disclosable economic interests are: Cherokee Equities LLC Cherokee Group 133 Maple Ave. Red Bank, NJ 07701 * Holder of judgments in the amounts of $300,000 entered October 16, 2017, and $500,000 entered August 25, 2016, plus accrued Interest * Judgment Creditor Palmyra Urban Renewal Entity, LLC Cherokee Group 133 Maple Ave. Red Bank, NJ 07701 Stock Development Group 3815 Lancaster Drive Doylestown, PA 18902 * Designated Redeveloper pursuant to Redevelopment Agreement by and Between Palmyra Urban Renewal Entity, LLC and Borough of Palmyra Dated September 21, 2020 * Interested Party Each of the Entities may hold claims against and/or interests in the Debtor arising out of applicable agreements, law, or equity pursuant to their relationship with the Debtor. The following are the facts and circumstances in connection with WMD's employment in the Case. Each of the Entities separately requested that WMD represent them in connection with the Case. Upon information and belief, WMD does not possess any claims against or interests in the Debtor or any affiliates of the Debtor. WMD reserves the right to revise, amend, and/or supplement this Verified Statement as necessary. Counsel for Cherokee Equities, LLC and Palmyra Urban Renewal Entity, LLC be reached at: WOLLMUTH MAHER & DEUTSCH LLP James N. Lawlor, Esq. 500 Fifth Avenue 12th Floor New York, NY 10110 Tel: (212) 382-3300 Fax: (212) 382-0050 - and - 90 Washington Valley Road Bedminster, NJ 07921 Tel: (212) 382-3300 Fax: (973) 741-2398 Email: jlawlor@wmd-law.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3bdiI3C and https://bit.ly/38fqyI2 About Fillit, Inc. Fillit, Inc., d/b/a Fillit Corp., is engaged in activities related to real estate. Fillit sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-23140) on Nov. 30, 2020. In the petition signed by James Campo, president, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities as of the bankruptcy filing. The Hon. Christine M. Gravelle is the case judge. LOWENSTEIN SANDLER, LLP, led by Kenneth A. Rosen, is the Debtor's counsel. FLOW SERVICES: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Flow Services and Consulting Inc. 230 Industrial Pkwy Lafayette, LA 70508 Chapter 11 Petition Date: January 5, 2021 Court: United States Bankruptcy Court Western District of Louisiana Case No.: 21-50005 Judge: Hon. John W. Kolwe Debtor's Counsel: Bradley L. Drell, Esq. GOLD, WEEMS, BRUSER, SUES & RUNDELL POB 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 E-mail: bdrell@goldweems.com Debtor's Financial Advisor: STOUT RISIUS ROSS, LLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Keith J. Martin, president. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q3XFSKQ/Flow_Services_and_Consulting_Inc__lawbke-21-50005__0002.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q4FZRGI/Flow_Services_and_Consulting_Inc__lawbke-21-50005__0001.0.pdf?mcid=tGE4TAMA FTD COS: Liquidating Trust Settles With Omni Agent for $8.7 Million ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that a liquidating trust for FTD Cos. Inc. has settled with Omni Agent Solutions Inc. for $8.75 million after accusing the bankruptcy claims noticing agent of "jaw-dropping inattentiveness" to $16.7 million of losses from fraudulent wire transfers. The settlement will help clean up an "unprecedented cyber fraud" and allow the trust to efficiently administer its remaining obligations to creditors, GUE Liquidation Cos. Inc. said in a Dec. 31, 2020 motion for the U.S. Bankruptcy Court for the District of Delaware to approve the agreement. About FTD Companies FTD Companies, Inc. -- http://www.ftdcompanies.com/-- was a premier floral and gifting company. Through its diversified family of brands, it provided floral, specialty foods, gifts, and related products to consumers primarily in North America. It also provided floral products and services to retail florists and other retail locations throughout these same geographies. FTD had been delivering flowers since 1910, and the highly-recognized FTD brand was supported by the iconic Mercury Man logo, which is displayed in over 30,000 floral shops in more than 125 countries. In addition to FTD, its diversified portfolio of brands includes these trademarks: ProFlowers, Shari's Berries, Personal Creations, Gifts.com, and ProPlants. FTD Companies is headquartered in Downers Grove, Ill. On June 3, 2019, FTD Companies and 14 domestic subsidiaries sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11240). The Debtors disclosed $312.7 million in assets and $374.9 million in liabilities. Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Jones Day and Richards, Layton & Finger, P.A., as legal counsel; Moelis & Company LLC as financial advisor; and Piper Jaffray & Co. as investment banker. AP Services, LLC, an affiliate of AlixPartners, provides restructuring services. Omni Management Group is the claims agent and has put up the site http://www.FTDrestructuring.com/ * * * FTD Companies in August 2019 won court approval for the sale of the FTD North America and Latin America Consumer and Florist businesses, including ProFlowers, to an affiliate of Nexus Capital Management LP for $110.9 million, and the sale of Shari's Berries to an affiliate of 1-800-Flowers.com, Inc. for $20.5 million. The Debtors were renamed to GUE Liquidation Companies, Inc., et al., following the sale of the assets. GUE Liquidation Companies, et al., received approval of their Joint Plan of Liquidation in December 2019. GARRETT MOTION: Equity Committee Taps Kasowitz Benson as Counsel ---------------------------------------------------------------- The official committee of equity securities holders appointed in the Chapter 11 cases of Garrett Motion, Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kasowitz Benson Torres, LLP as its counsel. Kasowitz will render these legal services: (a) advise the equity committee in connection with its rights, powers and duties under the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules; (b) assist and advise the equity committee in its consultations with the Debtors relative the administration of the Debtors' Chapter 11 cases; (c) prepare legal papers; (d) attend meetings and negotiate with representatives of the Debtors and other parties-in-interest; (e) assist and advise the equity committee in its examination and analysis of the conduct of the Debtors' affairs; (f) advise the equity committee on the proprietary of any restructuring transaction; (g) advise the equity committee on the review, analysis, and negotiation of any Chapter 11 plan of reorganization that may be filed and assist the equity committee in the review, analysis, and negotiation of the disclosure statement accompanying any such plan; (h) take all necessary action to protect and preserve the interests of the equity committee; (i) appear before the bankruptcy court, and any other applicable court, to protect the interests of the equity committee; (j) communicate with the equity committee's constituents in furtherance of its responsibilities; (k) perform all of the equity committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules and performing such other services as are in the interests of those represented by the equity committee; and (l) perform all other necessary legal services related to the cases. Kasowitz's current hourly rates range as follows: Partners $900 - $1,950 Counsel $825 - $1,750 Associates $475 - $1,000 Staff Attorneys $375 - $665 Paralegals $275 - $375 In addition, Kasowitz will seek reimbursement of its expenses incurred in connection with its representation of the equity committee. Kasowitz did not receive a retainer from the equity committee. Andrew Glenn, Esq., a member of Kasowitz, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Glenn also made the following disclosures in response to the request for additional information set forth in Paragraph D.1 of the Revised U.S. Trustee Guidelines: Question: Did Kasowitz agree to any variations from, or alternatives to, Kasowitz's standard billing arrangements for this engagement? Answer: No, except that no Kasowitz professional will charge more than $1,350 per hour based on 2020 hourly rates. Kasowitz and the equity committee have not agreed to any variations from, or alternatives to, the firm's standard billing arrangements for this engagement. The rate structure provided by Kasowitz is appropriate and is not significantly different from (a) the rates that the firm charges for other non-bankruptcy representations or (b) the rates of other comparably skilled professionals. Question: Did any of the Kasowitz professionals in this engagement vary their rate based on the geographic location of the Chapter 11 Cases? Answer: No. The hourly rates used by Kasowitz in representing the equity committee are consistent with the rates that the firm charges other comparable Chapter 11 clients, regardless of the location of the case. Question: If Kasowitz has represented the client in the 12 months prepetition, disclose Kasowitz's billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If Kasowitz's billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Except for Kasowitz's efforts to seek the appointment of the equity committee for which the firm received no compensation, the firm did not represent any member of the equity committee in the 12 months prior to the petition date. Question: Did the client approve Kasowitz's budget and staffing plan, and, if so, for what budget period? Answer: Kasowitz is in the process of developing and sharing with the equity committee a budget and staffing plan for all the professionals sought to be retained by the equity committee to comply with the U.S. Trustee's requests for information and additional disclosures, and any orders of the bankruptcy court. Should the case continue beyond the initial budgeted period, Kasowitz intends to work with the equity committee to develop a prospective budget and staffing plan to comply with the Office of the United States Trustee's requests for information and additional disclosures through the conclusion of the case. The firm can be reached at: Andrew K. Glenn, Esq. David S. Rosner, Esq. Matthew B. Stein, Esq. Shai Schmidt, Esq. Kasowitz Benson Torres LLP 1633 Broadway New York, NY 10019 Telephone: (212) 506-1700 Facsimile: (212) 506-1800 About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. Kasowitz Benson Torres, LLP represents the official committee of equity securities holders appointed in the Debtors' bankruptcy cases. GB PROPERTIES: Seeks Approval to Hire Bankruptcy Counsel -------------------------------------------------------- GB Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Mark Muyiwa Sobo, Esq., of MS Law Group, LLC as its counsel. Mr. Sobo will render these legal services: (a) provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; (b) provide legal advice and consultation related to the legal and administrative requirements of operating the Debtor's Chapter 11 bankruptcy case; (c) take all necessary actions to protect and preserve the Debtor's estate; (d) prepare necessary pleadings; (e) represent the Debtor's interests at the meeting of creditors pursuant to Section 341 of the Bankruptcy Code, and at any other hearing scheduled before the court related to the Debtor; (f) assist and advise the Debtor in the formulation, negotiation, and implementation of a Chapter 11 plan and all documents related thereto; (g) assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of corporate transactions; (h) assist and advise the Debtor with respect to the use of cash collateral and obtaining debtor-in-possession or exit financing and negotiating, drafting, and seeking approval of any documents related thereto; (i) review and analyze all claims filed against the Debtor's bankruptcy estate, and advise the Debtor in connection with the possible prosecution of objections to claims; (j) coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; and (k) perform all other bankruptcy related legal services for the Debtor that may be or become necessary during the administration of the case. On or about Dec. 8, 2020, Gloria Herndon, on behalf of the Debtor, paid a retainer in the amount of $1,000 to Mr. Sobo as part payment of flat fee of $10,000. The Debtor owes him $9,000 as balance of the flat fee. In addition, Mr. Sobo will seek reimbursement of actual and necessary expenses incurred in connection with his representation of the Debtor. Mr. Sobo disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Mark Muyiwa Sobo MS Law Group, LLC 9701 Apollo Drive, Suite 100 Largo, MD, 20774 Email: mark.sobo@muslawyers.com About GB Properties GB Properties, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-20732) on Dec. 11, 2020, listing under $1 million in both assets and liabilities. Mark Muyiwa Sobo of MS Law Group, LLC serves as the Debtor's counsel. GFY REALTY: Voluntary Chapter 11 Case Summary --------------------------------------------- Debtor: GFY Realty Corporation 125 5th Ave Paterson, NJ 07524-1204 Business Description: GFY Realty Corporation is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). The Company owns a warehouse located at 125 5th Ave, Paterson, NJ, having a current value of $1 million. Chapter 11 Petition Date: January 6, 2021 Court: United States Bankruptcy Court District of New Jersey Case No.: 21-10078 Debtor's Counsel: Dean Despotovich, Esq. DEAN DESPOTOVICH 328 Clifton Ave Clifton, NJ 07011-2228 Email: djdatty@aol.com Total Assets: $1,010,000 Total Liabilities: $700,000 The petition was signed by Ge Wang, sole shareholder. The Debtor stated it has no unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MDAYGXY/GFY_REALTY_CORPORATION__njbke-21-10078__0001.0.pdf?mcid=tGE4TAMA GIBSON ENERGY: DBRS Finalizes BB Rating on 2080 Subordinated Notes ------------------------------------------------------------------ DBRS Limited finalized its provisional rating of BB with a Stable trend on Gibson Energy Inc.'s (Gibson; rated BBB (low) with a Stable trend by DBRS Morningstar) $250 million 5.25% Fixed-to-Fixed Rate Subordinated Notes due December 22, 2080. DBRS Morningstar also assigned an equity weight of 50% to the Notes until December 22, 2040; 25% after December 22, 2040, until December 22, 2045; and on and after December 22, 2045, the Notes will be treated as 100% debt. The equity weight is based on the currently applicable "DBRS Morningstar Criteria: Preferred Share and Hybrid Security Criteria for Corporate Issuers," released on November 2, 2020. Gibson intends to use the net proceeds from the offering to fund the previously announced redemption of its outstanding 5.25% convertible unsecured debentures due July 15, 2021, to reduce outstanding indebtedness under its revolving credit facility, and for general corporate purposes. Notes: All figures are in Canadian dollars unless otherwise noted. GOLDCUP HOLDINGS: S&P Affirms 'B-' ICR on BioClinica Acquisition ---------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on Goldcup Holdings Inc. (ERT) and its 'B-' issue-level rating on the company's outstanding first-lien credit facilities. The rating affirmation follows the company's announcement of its plan to acquire BioClinica Holding I L.P. for $1.8 billion. ERT will fund the acquisition with about $900 million of equity, an incremental $750 million first-lien term loan, an incremental $150 million second-lien term loan, and a $50 million draw on its existing second-lien delayed draw term loan. The company is also adding a $50 million delayed draw first-lien term loan. The rating reflects ERT's very high adjusted leverage and low free cash flow generation over the next 12 months. S&P said, "The acquisition will only modestly improve the company's debt leverage, which we expect to remain above 9x in 2021 and decrease to about 8x in 2022. In addition, we forecast its free cash flow to debt will remain below 2%, which is a key factor constraining our rating. We expect ERT to report strong revenue growth in 2021 due to its strong bookings in 2020 and pent-up demand, which will help it gradually deleverage." "We believe the acquisition will modestly improve the company's business strength." "We expect the acquisition to strengthen ERT's position in the niche clinical trial software market, where it will become the market leader in electronic clinical outcome assessment (eCOA), cardiac safety, respiratory, and imaging. Although we view these markets as open to competition from larger companies, we believe the acquisition will provide ERT with cross-selling opportunities and expect the additional scale to enable it to better attract and retain biopharmaceutical and contract research organization (CRO) customers." Moreover, the addition of BioClinica will diversify the company's business by reducing its customer and therapeutic concentrations while increasing its exposure to the fast-growing and less-cyclical therapeutic area of oncology." The rating also reflects the risk to the company's positions in its niche markets. S&P said, "Our rating on ERT reflects its still modest scale and specialized focus on providing services to much larger pharma companies and CROs for clinical trials. We view insourcing and competition from large CROs, such as IQVIA, as the greatest potential threats to the company's business, particularly its smaller respiratory and cardiac safety segments." "Although we do not expect the recent ransomware attack to have a lasting effect on ERT's revenue, due to its limited operational impact and the company's quick recovery, investment in cybersecurity, and sticky customer relationships, we believe that reputational risks to the company are heightened given its moderate customer concentration and cancellation risk (its top five customers account for about 25% of its revenue). These risks are limited in the near term as no individual trial accounts for more than 1% of ERT's revenue." "The stable outlook on ERT reflects our expectation for double digit percent revenue growth and strong profitability. Additionally, we anticipate that the company will generate free cash flow to debt of less than 2% in 2021 while sustaining leverage of more than 8x over the next two years." "We could lower our rating on ERT if we expect it to sustain free cash flow deficits or anticipate that it will have difficulty covering its debt amortization payments, which would cause us to view its capital structure as unsustainable. This could potentially occur due to integration challenges, intensifying competition, or unexpected material reputational issues relating to information technology (IT) security." "An upgrade is unlikely over the next year given our expectation that ERT's leverage will remain very high and its financial policy will continue to be aggressive under its financial-sponsor ownership. However, we could consider raising our rating if we expect the company to sustain annual free operating cash flow to debt in excess of 2% (about $50 million-$55 million). Under this scenario, we would also need to be confident that the company would not likely releverage such that it threatens its ability to maintain these improved metrics." GROUND OPTIONS: Seeks to Tap Advantage Bookkeeping as Accountant ---------------------------------------------------------------- Ground Options, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Advantage Bookkeeping Professionals, Inc. as its accountant. The accounting services that Advantage Bookkeeping will render include reconciliation of accounts receivable and accounts payable, processing payments to vendors, banking and preparation of periodic payroll reports and financial statements. The agreed-upon compensation is $900 per month to be paid in semi-monthly installments of $450 retroactive to the petition date. Barbara Kerry of Advantage Bookkeeping disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Barbara L. Kerry Advantage Bookkeeping Professionals, Inc. 3909 75th Street, Suite 101 Aurora, IL 60504 Telephone: (630) 416-0300 Facsimile: (630) 416-0809 Email: info@advantage.us.com About Ground Options Ground Options, LLC sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 20-19706) on November 3, 2020. The petition was signed by William Maulsby, chief executive officer and managing partner. At the time of the filing, the Debtor was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Judge Carol A. Doyle oversees the case. The Debtor tapped Burke, Warren, Mackay & Serritella, P.C. as counsel and Advantage Bookkeeping Professionals, Inc. as accountant. GRUPO MARITIMO: Unsecureds Unimpaired Under Plan ------------------------------------------------ Grupo Maritimo Royal, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan and a Disclosure Statement dated Jan. 5, 2021. The Debtor commenced a Chapter 11 case to stop two scheduled foreclosure sales pending receipt of funds from an international arbitration to be heard in March of 2021. The Debtor's only current business is the ownership of the following properties, which also constitute the entirety of the Debtor's assets: 5252 NW 85th Avenue, # 2106, Doral, FL 331661 (the "Doral Property"); and 287 W. Mashta Drive, Key Biscayne, FL 331492 (the "Mashta Property"). Grupo Maritimo is no longer doing business because its main operations were done in Venezuela. Grupo Maritimo had to cease operation due to breach of contracts it had due to non-payment from several contractors in Venezuela. Class 1 consists of the claim of Premier Investing LTD ("Mashta Mortgagee"), which holds a final, non-appealable judgment of foreclosure on the Mashta Property in the amount of $2,741,390, plus interest accruing after Sept. 10, 2020, at 6.05% per annum, plus unliquidated attorneys fees and costs. The Mashta Mortgagee has obtained relief to conduct a foreclosure sale for the Mashta Property or record a Deed in Lieu of Foreclosure, except as otherwise provided in the Amended Agreed Order Granting Secured Creditor, Premier Investing Ltd's, Motion or Relief, entered on December 9, 2020. Class 2 consists of the claim of creditor FFFI Foreclosure Vehicle 137, LLC ("Doral Mortgagee") which holds a final, non-appealable judgment of foreclosure on the Doral Property in the amount of $514,103.28, plus interest accruing after May 23, 2020, at 6.66% per annum, plus unliquidated attorneys fees and costs. The Doral Mortgagee has obtained relief to conduct a foreclosure sale for the Doral Property or record a Deed in Lieu of Foreclosure, except as otherwise provided in the Agreed Order Granting Secured Creditor, FFFI Foreclosure Vehicle 137, LLC'S Motion for Relief from Stay, entered on December 7, 2020. Class 4 general unsecured creditors are unimpaired. No discharge shall be issued in favor of the Debtor. The Plan leaves unaltered the legal, equitable, and contractual rights to which general unsecured creditors are entitled. Claimants in Class 4 will be provided ballots to express their support or opposition to the Plan in the event that the Court determines that the Class is impaired. The principal of the Debtor, Enoc. S. Martinez, has pledged to deposit with the disbursing agent sufficient funds to pay all general unsecured creditors, in full, plus all administrative expense claims, in the event that his interest in an international arbitration results in a recovery sufficient to pay Classes 1, 2, and 3 in full, leaving sufficient funds to pay the claimants in Class 4. Any net proceeds of the sale of the Mashta Property will be used first to pay any unpaid unclassified claims, then claims in Class 3, and if there is any surplus, the balance shall be paid to Dianora Croes and applied as designated in the Marital Settlement Agreement. Enoc S. Martinez has an interest in an ongoing international arbitration through an entity called Longford Capital Management, LP. Mr. Martinez is a party to a nondisclosure agreement pursuant to which he is prohibited from disclosing substantive aspects of the matter, but Mr. Martinez has testified, under oath, that he anticipates completion of the arbitration in March, 2021, and if successful, his portion of the recovery shall be sufficient to pay all creditors of the Debtor, in full. A full-text copy of the Plan and Disclosure Statement dated Jan. 5, 2021, is available at https://bit.ly/35exh37 from PacerMonitor at no charge. The Debtor is represented by: Kevin C Gleason, Esq. Florida Bankruptcy Group, LLC 4121 N 31st Avenue Hollywood, Fl 33021-2011 Phone: 954-893-7670 Fax: 954-252-2540 Fax Email: BankruptcyLawyer@aol.com About Grupo Maritimo Royal Grupo Maritimo Royal, LLC, owns the following properties: 5252 NW 85th Avenue, # 2106, Doral, FL 331661 (the "Doral Property"); and 287 W. Mashta Drive, Key Biscayne, FL 331492 (the "Mashta Property"). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20474) on Sept. 28, 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 A. Jay Cristol oversees the case. Florida Bankruptcy Group, LLC, serves as the Debtor's legal counsel. H & R PROPERTY: Gets OK to Hire Raymond Mashni as Legal Counsel --------------------------------------------------------------- H & R Property, LLC received approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Raymond N. Mashni, PLC as its bankruptcy counsel. The firm will provide legal services in connection with the Debtor's Chapter 11 case. The services will be provided mainly by Raymond Mashni, Esq., who will be paid at the rate of $250 per hour. The firm received a retainer of $4,238 from the Debtor's principal, of which $1,738 was used for the filing fee and the rest for pre-bankruptcy legal fees. Mr. Mashni disclosed in a court filing that he and his firm are "disinterested" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Raymond N. Mashni, Esq. Raymond N. Mashni, PLC 132 W. Nepessing Street Lapeer, MI 48446 Tel: (810) 245-2042 Email: raymashni@gmail.com About H & R Property H & R Property, LLC filed for Chapter 11 bankruptcy protection (Bankr. E.D. Mich. Case No. 20-52081) on Dec. 4, 2020. Hassan Ouza, member of H & R Property, signed the petition. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Thomas J. Tucker presides over the case. The Debtor is represented by Raymond N. Mashni, PLC. HEARTWISE INCORPORATION: Taps Blakeley LLP as Legal Counsel ----------------------------------------------------------- Heartwise Incorporation seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Blakeley, LLP as its new legal counsel effective Dec. 16, 2020. The firm will substitute the Law Offices of Michael Jay Berger, which initially handled the Debtor's Chapter 11 case. Blakeley's services will include: (a) consulting with the Debtor concerning its present financial situation, realistically achievable goals and the efficacy of various forms of bankruptcy as a means to achieve its goals; (b) preparing any documents necessary to continue the case; (c) attending meetings required under the guidelines of the Office of the U.S. Trustee; (d) advising the Debtor concerning its duties in a Chapter 11 case; (e) assisting in the formulation and drafting of a Chapter 11 plan and prosecuting legal proceedings to seek confirmation of the plan; (f) preparing legal papers; and (g) if necessary, preparing and prosecuting pleadings such as complaints to avoid preferential transfers or transfers deemed fraudulent and motions for authority to borrow money or sell property. The firm will be paid at these hourly rates: Ronald A. Clifford $395 Associates $295 Law Clerks/Paralegals $195 Ronald Clifford, Esq., a member of Blakeley, disclosed in court filings that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Ronald A. Clifford, Esq. Blakeley LLP 18500 Von Karman Ave, Suite 530 Irvine, CA 92612 Tel: (949) 260-0611 Fax: (949) 260-0613 Email: RClifford@BlakeleyLLP.com About Heartwise Incorporation Heartwise Incorporation filed for Chapter 11 bankruptcy protection (Bankr. C.D. Calif. Case No. 20-13335) on Dec. 4, 2020. Tuong V. Nguyen, chief executive officer, signed the petition. At the time of the filing, the Debtor disclosed $7,653,717 in assets and $12,030,563 in liabilities. Judge Mark S. Wallace presides over the case. The Debtor is represented by Blakeley LLP. HEARTWISE INCORPORATION: Taps Michael Berger as Bankruptcy Counsel ------------------------------------------------------------------ Heartwise Incorporation asked the U.S. Bankruptcy Court for the Central District of California to authorize the employment of the Law Offices of Michael Jay Berger. Michael Jay Berger served as the Debtor's bankruptcy counsel for the period from Dec. 4 to 16, 2020. The firm was replaced by Blakeley, LLP effective Dec. 16, 2020. The hourly rates of the law firm's counsel and staff are: Michael Jay Berger $595 Sofya Davtyan $495 Debra Reed $435 Carolyn M. Afari $435 Samuel Boyamian $350 Senior Paralegals $225 Law Clerks $225 Bankruptcy Paralegals $200 The retainer fee is $23,283. Michael Jay Berger 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 through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: Michael.berger@bankruptcypower.com About Heartwise Incorporation Heartwise Incorporation -- https://www.naturewise.com -- is a retail store that sells a variety of wellness and health related supplements solely for human consumption. Heartwise Incorporation sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-13335) on Dec. 4, 2020. The petition was signed by Tuong V. Nguyen, chief executive officer. At the time of the filing, the Debtor disclosed total assets of $7,653,717 and total liabilities of $12,030,563. Judge Mark S. Wallace oversees the case. The Debtor is represented by the Law Offices of Michael Jay Berger. HILLSIDE OFFICE: Jan. 14, 2021 Plan Confirmation Hearing Set ------------------------------------------------------------ On Dec. 10, 2020, debtor Hillside Office Park, LLC, filed with the U.S. Bankruptcy Court for the District of New Jersey a Combined Plan of Liquidation and Disclosure Statement. Judge Vincent F. Papalia conditionally approved the Disclosure Statement and ordered that: * Jan. 7, 2021 is fixed as the last day for filing and serving written objections to the Disclosure Statement and confirmation of the Plan. * Jan. 7, 2021 is fixed as the last day for filing written acceptances or rejections of the Plan. * Jan. 14, 2021 at 11:00am is the telephonic hearing for final approval of the Disclosure Statement (if a written objection has been timely filed) and for confirmation of the Plan. A full-text copy of the order dated Dec. 10, 2020, is available at https://bit.ly/3p9PZ3n from PacerMonitor.com at no charge. Attorneys for Debtor: Donald F. Campbell, Jr., Esq. GIORDANO, HALLERAN & CIESLA, P.C. 125 Half Mile Road, Suite 300 Red Bank, N.J. 07701 Tel: (732) 741-3900 About Hillside Office Park Headquartered in Hillside, New Jersey, Hillside Office Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 16-19617) on May 17, 2016. In the petition signed by Glen A. Fishman, member of Maplewood Acquisition, LLC, member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Stacey L. Meisel presides over the case. Donald F. Campbell, Jr., Esq., at Giordano Halleran & Ciesla, P.C., serves as the Debtor's bankruptcy counsel. HILLSIDE OFFICE: Unsecured Creditors Will Get 1% of Sale Proceeds ----------------------------------------------------------------- Hillside Office Park, LLC filed with the U.S. Bankruptcy Court for the District of New Jersey a Combined Plan of Liquidation and Disclosure Statement on December 10, 2020. The Debtor has ceased operations and has been liquidating all of its assets. The Estate was owner of three lots located in Hillside, NJ. The Debtor entered into a contract to sell three lots (Lots 25, 26 and 27) to a purchaser, Rowhurst Limited (the "Buyer"). The court approved the contract of sale and the Buyer has closed on one of the three lots, Lot 27; however, has withdrawn its offer to purchase the remaining two lots. This was due to the fact that Rowhurst was unable to confirm it was going to obtain the required approvals from the Township of Hillside. As a result, the Debtor has spent the past two years seeking the requisite approvals from the Township. The Township has informally approved the Debtor's proposed redevelopment plan, but has not formally approved the proposal due to the difficulty in scheduling planning board meetings during the pandemic. The Township has advised the Debtor that it will be scheduled for the first meeting in January. The Debtor has an offer to sell one lot for $2,000,000. The $750,000 of those proceeds would be used to demolish the existing building. The remaining subdivided lots would then be sold for $2,500,000. The Secured Creditors have a secured lien encumbering all remaining assets; however, the Secured Creditors have agreed to release funds necessary to first satisfy all administrative claims in full, unsecured priority claims in full with $45,000 to be paid to general unsecured non-priority claims on a pro rata basis. If creditors do not vote in favor of the plan of liquidation, there will be no distribution to unsecured creditors. Class 2 consists of General Unsecured Creditors. This Class shall receive no less than 1% from the sale proceeds of the Real Property totaling $45,000 plus any excess funds remaining after satisfaction of administrative claims. A full-text copy of the Combined Plan and Disclosure Statement dated Dec. 10, 2020, is available at https://bit.ly/3nz6SUu from PacerMonitor.com at no charge. Attorneys for Debtor: Donald F. Campbell, Jr. GIORDANO, HALLERAN & CIESLA, P.C. 125 Half Mile Road, Suite 300 Red Bank, N.J. 07701 Tel: (732) 741-3900 About Hillside Office Park Headquartered in Hillside, New Jersey, Hillside Office Park, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 16-19617) on May 17, 2016. In the petition signed by Glen A. Fishman, member of Maplewood Acquisition, LLC, member, the Debtor estimated its assets and liabilities at between $1 million and $10 million. Judge Stacey L. Meisel presides over the case. Donald F. Campbell, Jr., Esq., at Giordano Halleran & Ciesla, P.C., serves as the Debtor's bankruptcy counsel. ICAHN ENTERPRISES: S&P Rates New Senior Unsecured Notes 'BB' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue rating and '3' recovery rating to Icahn Enterprises L.P.'s (IEP; BB/Negative/--) proposed eight-year senior unsecured notes. The '3' recovery rating indicates S&P's expectation of meaningful recovery (65%) in the event of default. The notes are co-issued by Icahn Enterprises Finance Corp. and guaranteed by Icahn Enterprises Holdings L.P. S&P said, "While market conditions will determine the size of the offering, for the purpose of our analysis, we assume IEP will issue at least $500 million. We anticipate that IEP will use all the proceeds of the offering to partially or fully refinance the company's $1.2 billion 6.25% 2022 senior unsecured notes. We view this transaction as leverage neutral." As of Sept. 30, 2020, IEP's loan-to-value (LTV) ratio was close to 60% compared with approximately 30% a year before. The increase in the LTV ratio was driven by volatility in oil and equity markets, combined with the company's lower cash balance, which S&P nets against debt in its calculation of leverage. CVR Energy, one of the company's largest investments, declined approximately 70% in value during the first nine months of 2020, while the portfolio value of the company's investment unit modestly declined despite the investment of an additional $750 million, net of redemptions, during the first nine months of 2020 (a major driver for a decline in the company's cash balance year-to-date). S&P said, "The negative outlook on IEP reflects our expectation that the company could have an LTV ratio close to or above 60% in the next 12 months absent sustained improvement in oil and equity markets. We could lower the ratings on IEP if the company's LTV ratio remains above 60% in the next 12 months or if the company's portfolio becomes more concentrated, asset quality worsens, or portfolio liquidity diminishes." IRONCLAD ENCRYPTION: IRS Claim If Allowed is Unimpaired Under Plan ------------------------------------------------------------------ Cyber defense company IronClad Encryption Corporation submitted a First Amended Combined Plan of Reorganization and Disclosure Statement. The First Amended Combined Plan and Disclosure Statement adds the priority claim of the Internal Revenue Service (IRS) in Class 1 in the amount of $10,000 filed proof of claim. The Class 2 Claim of the IRS will be objected to by the Debtor. However, if allowed by the Court, the claim will be paid in full the amount allowed by the Court. Class 1 is unimpaired under the Plan. The Plan will be funded by the Plan Deposit ($260,000) made by the Plan Deposit Party (J.D. McGraw) on the Effective Date. The Plan Deposit will be used to pay the IRS Claim in Class 1 in full, should the Class 1 Claim be allowed by the Court. The Balance of the Plan Deposit will be used by the Reorganized Debtor as working capital to fund operations of the Reorganized Debtor from and after the Effective Date so as to achieve the results set forth in the Reorganized Debtor's Business Plan. In exchange for the Plan Deposit, the Plan Deposit Party will receive, on the Effective Date, 100% of the Class B Common Stock issued by the Reorganized Debtor on the Effective Date. The First Amended Plan projects a 50% recovery for unsecured creditors over 5 years, like in the prior iteration of the Plan. The plan proposes general unsecured claim in Class 2 a Class 2 Unsecured Plan Note on the Effective Date. Each Class 2 Plan Note will be in the principal amount of 50% of the allowed claim. Each Class 2 Plan Note will provide that quarterly payments will be made equal to 1/20th of the principal amount of each Class 2 Note, which the first quarterly payment being due on the first day of the 13th month from and after the date of the note. The note may be prepaid in full, subject to a 50% to 90% discount. A full-text copy of the First Amended Combined Plan of Reorganization and Disclosure Statement dated Jan. 3, 2021, is available at https://bit.ly/2Xfg1GA from PacerMonitor.com at no charge. Attorneys for the Debtor: Leonard H. Simon, Esq. William P. Haddock, Esq. PENDERGRAFT & SIMON, L.L.P. T2777 Allen Parkway, Suite 800 Houston, Texas 77019 Telephone: (713) 528-8555 Mobile: (713) 253-2810 Telecopy: (832) 202-2810 E-mail: lsimon@pendergraftsimon.com About IronClad Encryption Corp Based in Houston, Texas, IronClad Encryption Corporation (formerly Butte Highlands Mining Corporation) is engaged in the business of developing and licensing the use of cyber software technology that encrypts data files and electronic communications. On the Web: https://www.ironcladencryption.com/ IronClad Encryption sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-34332) on Aug. 28, 2020. The petition was signed by J.D. McGraw, president. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Christopher M. Lopez oversees the case. Pendergraft & Simon LLP is the Debtor's legal counsel. LOVES FURNITURE: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Loves Furniture Inc. d/b/a Loves Furniture and Mattresses 6500 E. 14 Mile Road Warren, MI 48092-1281 Business Description: Loves Furniture Inc. -- http://www.lovesfurniture.com-- is a furniture retailer that sells furniture, mattresses, home decor, and appliances. Chapter 11 Petition Date: January 6, 2021 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 21-40083 Debtor's Counsel: Max J. Newman, Esq. BUTZEL LONG, A PROFESSIONAL CORPORATION Stoneridge West 41000 Woodward Avenue Bloomfield Hills, MI 48304 Tel: (248) 258-1616 E-mail: newman@butzel.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Mack Peter, interim CEO. The Debtor failed to include in the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6BIBB5Q/Loves_Furniture_Inc_dba_Loves__miebke-21-40083__0001.0.pdf?mcid=tGE4TAMA M&M MANAGEMENT: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: M&M Management Company LLC 3550 Canal Street East Chicago, IN 46312 Chapter 11 Petition Date: January 5, 2021 Court: United States Bankruptcy Court Northern District of Indiana Case No.: 21-20004 Debtor's Counsel: Daniel L. Freeland, Esq. DANIEL L. FREELAND & ASSOCIATES, P.C. 9105 Indianapolis Boulevard Highland, IN 46322 Tel: 219-922-0800 Email: Dlf9601@aol.com Estimated Assets: $500,000 to $ million Estimated Liabilities: $1 million to $10 million The petition was signed by Gail Moniuszko, managing member. A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LFEMMMQ/MM_Management_Company_LLC__innbke-21-20004__0003.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/K6IJTSQ/MM_Management_Company_LLC__innbke-21-20004__0001.0.pdf?mcid=tGE4TAMA MACY'S INC: To Close 45 Stores; Some Start Liquidation Sales ------------------------------------------------------------ Mary Meisenzahl of Business Insider reports that Macy's Inc., is closing 45 stores in 2021, and some have already started liquidation sales. Macy's told employees at 45 stores that the locations would close this year, according to CNBC. The closures are part of a plan to close one-fifth of stores by 2023. Overall sales were down in 2020, partially in response to COVID-19 closures. Visit Business Insider's homepage for more stories. Macy's says it will provide a list of locations to close on Wednesday, January 6, 2021. Last year was disastrous for many retailers, due in part to the coronavirus forcing closures and reduced consumer spending. The first nine months of 2020 had more retail and restaurant chains file for bankruptcy than in all of 2019, including J. Crew, Neiman Marcus, and JC Penney's. Malls and anchor stores like Macy's were hit hard. Over the summer, retail consultant Jan Kniffen told CNBC this week that he expected one-third of America's roughly 1,000 malls to close by 2021 as a result of the pandemic. Macy's was already struggling before COVID-19 hit, with sales down year over year in Q4 of 2019. In Q3 of 2020, sales were down more than 20% overall, although digital sales did grow. Liquidation sales have already begun at some closing locations, while others will begin by the end of the month, CNBC reported. About Macy's Inc. Macy's, Inc., an omni-channel retail organization, operates stores, Websites, and mobile applications. The company was formerly known as Federated Department Stores, Inc., and changed its name to Macy's, Inc., in June 2007. Macy's Inc. was founded in 1830 and is based in Cincinnati, Ohio. MAGELLAN HEALTH: Moody's Ba1 CFR Remains Under Review for Downgrade ------------------------------------------------------------------- Moody's Investors Service commented that the ratings of Magellan Health, Inc. remain under review for downgrade following the announcement that Centene Corporation will acquire Magellan for approximately $2.2 billion in enterprise value. The ratings remaining under review for downgrade include the Ba1 Corporate Family Rating, the Ba1-PD Probability of Default Rating, and the Ba1 (LGD4) senior unsecured rating. The Speculative Grade Liquidity Rating is unchanged at SGL-1. Moody's placed Magellan's ratings under review for downgrade on May 1, 2020 when Magellan announced the decision to sell its Magellan Complete Care business for $850 million plus closing adjustments. The sale of Magellan Complete Care closed. Moody's views the sale of Magellan Complete Care as credit negative. Despite the influx of cash, the divestiture has significantly reduced Magellan's scale and diversity, and Magellan Complete Care was a core strategic focus area in recent years. However, the pending acquisition of Magellan by Centene has positive credit implications based on Magellan becoming part of a larger, more diverse entity, albeit one with higher financial leverage and concentration in Medicaid managed care. Centene's Corporate Family Rating is Ba1 and the outlook is stable. The acquisition is subject to regulatory reviews, approval by Magellan shareholders and other closing conditions, and is expected to close in the second half of 2021. The review of Magellan's ratings will focus on the company's credit profile as part of Centene including the treatment of Magellan's debt by Centene such as the evaluation of any support mechanisms. In the event the acquisition by Centene does not close as planned, the review will focus on Magellan's stand-alone credit profile. This will reflect the competitive position of its remaining business units including the behavioral health and pharmacy benefit management businesses, as well as its capital structure and growth strategy. Magellan's Ba1 Corporate Family Rating (on review for downgrade) reflects its good scale and growth prospects in its two key segments: healthcare and pharmacy. The company offers a broad mix of services to a diverse customer group, with only one customer exceeding 10% of revenue. The credit profile also reflects relatively low financial leverage with gross debt/EBITDA likely to remain below 3.0x. Tempering these strengths, Magellan competes with much larger health insurance competitors and pharmacy benefits management companies. Other key risks include customer turnover and earnings volatility. The credit profile is also constrained by the uncertainty created by rapid industry consolidation involving healthcare insurers and providers. Magellan's SGL-1 Speculative Grade Liquidity reflects very good liquidity. This results from positive free cash flow, unrestricted cash and investments totaling over $100 million as of September 30, 2020, and availability under a $400 million revolving credit facility expiring in 2023. Magellan recently received proceeds from the sale of Magellan Complete Care totaling $850 million plus closing adjustments of $158 million. Magellan Health, Inc. is a healthcare services company engaged in managing mental health and pharmacy benefits as well as other specialty areas of healthcare. Magellan's customers include health plans and other managed care organizations, employers, labor unions, various military and governmental agencies and third-party administrators. Revenues from continuing operations for the first nine months of 2020 totaled approximately $3.4 billion. The methodology used in these ratings was Business and Consumer Service Industry published in October 2016. MAHONING CONSUMER: Seeks Court Approval to Hire Accountant ---------------------------------------------------------- Mahoning Consumer Discount Company seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Robert Izzo of Philip Weiner and Company LTD as its accountant. Mr. Izzo will prepare and file tax returns and the Debtor's annual audit of financial statements with the Pennsylvania Department. The Debtor wishes to retain the accountant at an average hourly rate of $100 and a retainer in the amount of $25,000. Philip Weiner and Company LTD and its professionals do not have any connection with the Debtor nor represent any interest adverse to the Debtor and other parties-in-interest. The firm can be reached through: Robert Izzo Philip Weiner and Company LTD 14 N. Mercer Street, Suite 662 New Castle, PA 16101 Telephone: (724) 652-7757 About Mahoning Consumer Discount Company Established in 1925 in Mahoningtown, PA, Mahoning Consumer Discount Company -- http://mahoningfinance.com-- provides small loans to railroaders who lived and worked in Mahoningtown. Mahoning Consumer Discount Company filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Penn. Case No. 20-23280) on Nov. 23, 2020. The petition was signed by Suzanne Rearick, manager. At the time of the filing, the Debtor disclosed $2,338,067 in assets and $1,657,918 in liabilities. The Debtor tapped Robert O. Lampl, Esq., at Robert O Lampl Law Office as legal counsel, and Robert Izzo of Philip Weiner and Company LTD as accountant. MALL OF AMERICA: No Longer Delinquent on $1.4-Bil. Mortgage ----------------------------------------------------------- Eliza Ronalds-Hannon and John Gittelsohn of Bloomberg News report that the Mall of America is now current on mortgage payments it had missed during the pandemic, after lenders agreed to ease terms of its $1.4 billion loan. The largest U.S. shopping center became delinquent on its debt last year after its owner Triple Five Group began skipping mortgage payments, citing hardships from the Covid-19 pandemic. According to the Bloomberg report, Triple Five received a modification from lenders in December that allows it to pay only interest on the debt. Under the terms of the modification, the 5.6 million-square-foot (520,000-square-meter) mall will continue to meet increased reporting requirements and send net cash to its lenders a monthly basis. "Facing these unprecedented economic times, we immediately began to work with our lending partners to address the cash flow issues created by this loss of revenue," the mall said in a statement. "We are pleased to have been able to resolve the outstanding issues to the satisfaction of all parties involved, which included a modification of the loan terms." With the drop in sales at the mall, many tenants have had trouble making rent payments. Retail tenant collections at the Mall of America hit a low of 33% in April and May, according to Trepp, Star Tribune reported. About Mall of America The Mall of America is a shopping mall located in Bloomington, Minnesota. It is recognized as the largest shopping and entertainment complex in the United States and one of the most visited tourist attractions on the globe. The Triple Five Group, the owner of the mall, had first started missing mortgage payments in April 2020 after the mall had to temporarily close due to the pandemic. The Mall of America was closed from mid March to June and, like many other shopping centers, has suffered from a decline in foot traffic. MICRON DEVICES: Seeks Approval to Tap Gulisano Law as Counsel ------------------------------------------------------------- Micron Devices, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Gulisano Law, PLLC as its legal counsel. Gulisano Law will render these legal services: (a) give advice to the Debtor with respect to its powers and duties and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's operating guidelines and reporting requirements and with the rules of the court; (c) prepare legal documents; (d) protect the interest of the Debtor in all matters pending before the court; (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan. Michael Gulisano, Esq., the firm's attorney who will be handling the Debtor's Chapter 11 case, disclosed in court filings that he and his firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Michael Gulisano, Esq. Gulisano Law, PLLC 5645 Coral Ridge Drive, Suite 207 Coral Springs, FL 33076 Telephone: (954) 947-3972 Facsimile: (954) 947-3910 Email: michael@gulisanolaw.com About Micron Devices Micron Devices, LLC, a Miami Beach, Fla.-based company that manufactures medical equipment and supplies, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-23359) on Dec. 7, 2020. Laura Perryman, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $2,520,764 and total liabilities of $6,254,656. The Hon. Laurel M. Isicoff oversees the case. Michael Gulisano, Esq., of the law firm Gulisano Law, PLLC serves as the Debtor's counsel. N.Y. SPORTS CLUBS: New Owners Seek $2M Fresh Funds to Stay Afloat ----------------------------------------------------------------- Katherine Doherty and Steven Church of Bloomberg News report that the new owners of New York Sports Clubs and Lucille Roberts are seeking $2 million of fresh financing to help the gyms stay afloat. The vehicle that bought the gyms out of bankruptcy in November is offering some of the company's pre-filing lenders a chance to purchase 4 million new shares at 50 cents each, according to people with knowledge of the matter. The entity has 1 million existing shares, said the people, who asked not to be identified discussing private talks. The $2 million of fresh financing will fund operations at the gyms this 2021, the people added. About Town Sports Town Sports International, LLC, and its subsidiaries owned and operated 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 owned and operated 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 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. * * * In November 2020, Town Sports won bankruptcy court approval to sell itself to a group of lenders and private-equity firm Tacit Capital LLC. The Tacit group obtained control of Town Sports in exchange for $80 million of the company's debt. NORTHWEST HARDWOODS: Pachulski, Willkie Update on Noteholder Group ------------------------------------------------------------------ In the Chapter 11 cases of Northwest Hardwoods, Inc., et al., the law firms of Willkie Farr & Gallagher LLP and Pachulski Stang Ziehl & Jones LLP submitted an amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of members and holdings of the Ad Hoc Noteholder Group. The Ad Hoc Noteholder Group issued by debtor Northwest Hardwoods, Inc. under these indentures: (a) that certain Indenture, dated as of July 18, 2014, relating to the 7.500% Senior Notes due 2021; and (b) that certain Indenture, dated as of Feb. 20, 2015, relating to the 7.500% Senior Notes due 2021. As of Jan. 5, 2021, members of the Ad Hoc Noteholder Group and their disclosable economic interests are: CVC Credit Partners, LLC 712 Fifth Avenue New York, NY 10019 * 2014 Notes: $30,087,845 * 2015 Notes: $22,258,155 Glendon Capital Management, L.P. 2425 Olympic Blvd., Suite 500E Santa Monica, C 90404 * 2014 Notes: $212,240,444 * 2015 Notes: $56,214,289 Nomura Corporate Research and Asset Management 309 West 49th Street New York, NY 10019 * 2014 Notes: $2,325,000 * 2015 Notes: $10,650,000 On or around May 12, 2020, the Ad Hoc Noteholder Group retained Willkie to represent them in connection with the Debtors' restructuring. On or around November 17, 2020, the Ad Hoc Noteholder Group retained PSZJ. Counsel to the Ad Hoc Noteholder Group can be reached at: PACHULSKI STANG ZIEHL & JONES LLP Laura Davis Jones, Esq. Timothy P. Cairns, Esq. 919 N. Market Street, 17th Floor P.O. Box 8705 Wilmington, DE 19899-8705 (Courier 19801) Telephone: (302) 652-4100 Facsimile: (302) 652-4400 Email: ljones@pszjlaw.com tcairns@pszjlaw.com - and - WILLKIE FARR & GALLAGHER LLP Jeffrey D. Pawlitz, Esq. Agustina G. Berro, Esq. Erin Ryan, Esq. 787 Seventh Avenue New York, NY 10019-6099 Telephone: (212) 728-8000 Facsimile: (212) 728-8111 Email: jpawlitz@willkie.com aberro@willkie.com eryan@willkie.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2Lq6iKA and https://bit.ly/3ojrNLQ About Northwest Hardwoods Headquartered in Tacoma, Wash., Northwest Hardwoods, Inc., is the largest United States manufacturer of North American hardwood lumber based on sawmill capacity, with a current estimated annual hardwood lumber capacity of approximately 320 million board feet. Its North America operations include 20 facilities that produce over 20 species of domestic hardwoods. Northwest Hardwoods serves more than 2,000 active customers across over 60 countries. Northwest Hardwoods and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13005) on Nov. 23, 2020. The Debtors were estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-bankruptcy counsel; and Huron Consulting Services LLC as financial advisor. Prime Clerk is the claims agent. The secured noteholders are represented by Willkie Farr & Gallagher LLP as legal counsel and Guggenheim Securities, LLC, as financial advisor. OMAGINE INC: Court Extends Plan Exclusivity Thru April 6 -------------------------------------------------------- At the behest of Omagine, Inc., and Journey of Light, Inc., Judge Michael E. Wiles extended by 120 days the Debtors' exclusivity period to file or solicit acceptances of a plan of reorganization through and including April 6, 2021. The Debtors engaged counsel in Oman for the purpose of litigating or settling a multi-million-dollar set of claims against the Sultan of Oman. Debtors are working steadily to secure DIP financing, which will trigger the engagement of counsel upon approval of the U.S. Bankruptcy Court for the Southern District of New York. Also, the Debtors made a timely filing of their Proposed Plan, and have held discussion with the U.S. Trustee's counsel on his concerns. The Debtors have not commenced negotiations with creditors, nor have creditors sought negotiations with Debtors. The Proposed Plan would require Debtors to pay principal in full to each unsecured creditor. The extension will allow sufficient time to accomplish the following goals for the success of Debtors' Proposed Plan: to complete negotiations with counsel in Oman, to secure DIP financing, and to set a hearing date on the Proposed Plan, as may be amended. A copy of the Debtors' Motion to extend is available from PacerMonitor.com at https://bit.ly/3lNe5yI at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/35eKoB4 at no extra charge. About Omagine and Journey of Light Omagine, Inc., an entertainment, hospitality, and tourism company, and Journey of Light, Inc. sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-10742) on March 10, 2020. At the time of the filing, Omagine disclosed estimated assets of up to $50,000 and estimated liabilities of $1 million to $10 million. Judge Michael E. Wiles oversees the cases. Rotbert Business Law P.C. is the Debtors' legal counsel. PHILADELPHIA ENERGY: Creditor Loses Appeal of $1B Insurance Ruling ------------------------------------------------------------------ Law360 reports that a Delaware federal judge on Monday, Jan. 4, 2021, upheld a ruling over business interruption insurance payouts in the Chapter 11 case of the Philadelphia refinery, Philadelphia Energy Solutions, that suffered a catastrophic explosion, finding that an intercreditor agreement clearly favored one lender over another when doling out the proceeds of $1.3 billion in policies. U.S. District Judge Richard G. Andrews agreed with the February 2020 decision of now-retired U.S. Bankruptcy Judge Kevin Gross, saying there are several reasons why working capital lender ICBC Standard Bank PLC is entitled to a first priority on the proceeds of business interruption insurance. About Philadelphia Energy Solutions Headquartered in Philadelphia, Pennsylvania, PES Holdings LLC and its subsidiaries are owners and operators of oil refining complex and have been continuously operating in some form for over 150 years. PES Energy Inc. is the indirect parent company of Philadelphia Energy Solutions Refining and Marketing LLC (PESRM). PESRM owns and operates the Point Breeze and Girard Point oil refineries located on an integrated, 1,300-acre refining complex in Philadelphia. PES Holdings, LLC, and seven subsidiaries, including PES Energy, sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-11626) on July 21, 2019. PSE Holdings estimated $1 billion to $10 billion in assets and the same range of liabilities as of the bankruptcy filing. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel; PJT Partners LP as financial advisor; and Alvarez & Marsal North America, LLC, as restructuring advisor. Omni Management Group, Inc., is the notice and claims agent. The Company's proposed DIP financing lenders are represented by Davis Polk & Wardwell LLP and Houlihan Lokey Capital, Inc. POINT LOOKOUT: Seeks to Hire Cohen Baldinger as Counsel ------------------------------------------------------- Point Lookout Marine Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ Cohen Baldinger & Greenfeld, LLC as counsel. The law firm will render these legal services: (a) give the Debtor legal advice with respect to its powers and duties in the continued operation of its business and management of its property; (b) prepare legal papers; and (c) perform all other legal services for the Debtor in connection with its Chapter 11 case. Cohen Baldinger's attorneys will be paid at these rates: Steven H. Greenfeld $475 per hour Merrill Cohen $495 per hour Augustus Curtis $375 per hour Cohen Baldinger does not represent interests adverse to the Debtor and its estate, according to a court filing. The firm can be reached through: Steven H. Greenfeld, Esq. Cohen Baldinger & Greenfeld, LLC 2600 Tower Oaks Boulevard, Suite 103 Rockville, MD 20852 Telephone: (301) 881-8300 Email: steveng@cohenbaldinger.com About Point Lookout Marine Properties Point Lookout Marine Properties, Inc. is the owner of fee simple title to real property and improvements located at 16244 Whitaker Court St. Inigoes, Md., having a current value of $1.7 million. Point Lookout Marine Properties filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-20986) on Dec. 24, 2020. The petition was signed by Joseph N. Salvo, president. At the time of the filing, the Debtor disclosed total assets of $1,700,000 and total liabilities of $1,993,421. Cohen Baldinger & Greenfeld, LLC serves as the Debtor's counsel. PPD INC: Moody's Gives Ba2 Rating on New Secured Bank Loans ----------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to the new senior secured bank credit facilities (revolver and term loan) being issued by PPD, Inc. There is no change to PPD's existing ratings, including the Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating, and SGL-1 Speculative Grade Liquidity Rating. There is no change to the ratings at Jaguar Holding Company II, LLC (a subsidiary of PPD, Inc.) including the Ba2 rating on the existing secured bank credit facilities and B2 rating on the senior unsecured notes. The outlook is stable for all entities. Proceeds from the new term loan will be used to refinance existing indebtedness, including the partial or full redemption of the existing term loan debt that matures in August 2022. The new term loan will be issued at PPD, Inc. and have upstream guarantees from all direct and indirect wholly-owned domestic subsidiaries. Ratings assigned: PPD, Inc. New senior secured bank credit facilities at Ba2 (LGD2) RATINGS RATIONALE PPD's Ba3 CFR is supported by its significant scale, breadth of services and strong reputation as one of the largest contract research organizations globally. The rating also reflects the risks inherent in the CRO industry, which is highly competitive, has high reliance on the pharmaceutical industry, and is subject to cancellation risk. ESG considerations include a still high sponsor ownership of PPD's equity, at around 70%, which could lead PPD to favor shareholder-friendly initiatives. At present, sponsors, The Carlyle Group and Hellman & Friedman, also represent a majority of seats on the board of directors. Positive ESG considerations include PPD's clinical trial work on the recently FDA approved COVID-19 vaccine of pharmaceutical company, Moderna. PPD's SGL-1 Speculative Grade Liquidity Rating is supported by Moody's expectation for strong free cash flow in excess of $400 million annually. Cash at September 30, 2020 was $803 million. As part of PPD's refinancing, it is also doubling the size of its revolver to $600 million and extending its expiration to January 2026. There are no financial maintenance covenants on the term loan, with a springing maximum 1st lien secured net leverage covenant on the revolver (when more than 35% drawn). The stable outlook reflects Moody's expectation that PPD's leverage will remain moderately high but that earnings growth rates will continue to be solid, despite strong competition from peers. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include if PPD's debt to EBITDA is expected to be sustained below 4x and if the company refrains from large debt-financed shareholder initiatives. Moody's could downgrade the ratings if debt/EBITDA is expected to be sustained above 5x or if backlog and new business awards are weak on a sustained basis. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PPD is a leading global contract research organization. The company provides Phase I through Phase IV clinical development, post-approval services as well as laboratory services to pharmaceutical, biotechnology and academic customers, among others. PPD is a public company although sponsors, The Carlyle Group and Hellman & Friedman, Blue Spectrum, and GIC, own approximately 70% of the public float. Reported revenue for the twelve months ended September 30, 2020 approximated $4.4 billion. PPD INC: S&P Rates $600MM Revolver, $2.55BB Term Loan 'BB-' ----------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '3' recovery rating to contract research organization (CRO) PPD Inc.'s proposed $600 million revolver and $2.55 billion term loan B. The '3' recovery rating indicated its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P said, "We expect the company to apply the proceeds from this term loan, along with the proceeds from new unsecured debt, toward refinancing its outstanding term loan. We view the transaction as effectively leverage neutral." "Our 'BB-' issuer credit rating on PPD reflects our expectation that its leverage will remain below 5.5x. Our rating also reflects the company's substantial scale (our 2020 revenue estimate is about $4.6 billion), leading market position as a top-three CRO, and the favorable dynamics in its industry stemming from increases in trial complexity and outsourcing penetration. These strengths are partially offset by PPD's exposure to contract cancellation risk and some client concentration." PURDUE PHARMA: Suit vs. Opioid Sellers to Stay in Conecuh --------------------------------------------------------- Sean Ross of Yellow Hammer reports that the Supreme Court of Alabama on Thursday released a 6-2 decision ruling that a group of Alabama hospitals' lawsuit against opioid manufacturers, distributors and retailers will remain in Conecuh County Circuit Court. The suit was filed in September 2019 by 21 Yellowhammer State hospitals against more than 40 companies who produce, distribute and/or sell opioids that are consumed in Alabama; the case is merely one action in a large series of nationwide suits against "Big Pharma" entities related to opioids. The case was originally stylized as "Ex parte Purdue Pharma LP et al," however Purdue filed for Chapter 11 bankruptcy protection days after the lawsuit was filed. The company, the manufacturer of OxyContin, has since reached a national civil settlement with the DOJ reported to be worth more than $8 billion and pleaded guilty to three federal criminal charges related to its role in the opioid crisis. Due to the Purdue bankruptcy, the Alabama case is now stylized "Ex parte Johnson & Johnson et al.," with Johnson & Johnson being another of the original pharmaceutical giants named in the lawsuit. Two additional original defendants have been stayed from the suit after declaring bankruptcy. Other remaining named defendants are as follows: Janssen Pharmaceuticals, Inc.; Ortho-McNeil-Janssen Pharmaceuticals, Inc., n/k/a Janssen Pharmaceuticals, Inc.; Janssen Pharmaceutica, Inc., n/k/a Janssen Pharmaceuticals, Inc.; Endo Health Solutions Inc.; Endo Pharmaceuticals Inc.; Par Pharmaceutical, Inc.; Par Pharmaceutical Companies, Inc.; Teva Pharmaceuticals USA, Inc.; Cephalon, Inc.; Watson Laboratories, Inc.; Actavis LLC; Actavis Pharma, Inc.; Amneal Pharmaceuticals, LLC; Noramco, Inc.; Abbott Laboratories; Abbott Laboratories Inc.; Allergan Finance, LLC, f/k/a Actavis, Inc., f/k/a Watson Pharmaceuticals, Inc.; Allergan Sales, LLC; Allergan USA, Inc.; AmerisourceBergen Drug Corporation; H.D. Smith, LLC, f/k/a H.D. Smith Wholesale Drug Co.; Anda, Inc.; Cardinal Health, Inc.; Henry Schein, Inc.; CVS Health Corporation; CVS Pharmacy, Inc.; CVS Indiana, L.L.C.; Rite Aid of Alabama, Inc.; Rite Aid of Maryland, Inc.; Walmart Inc.; Wal-Mart Stores East, LP; The Kroger Co.; Kroger Limited Partnership II; Walgreen Co.; and Walgreen Eastern Co., Inc. These defendants had petitioned the Supreme Court of Alabama, requesting that the case be moved to Jefferson County from the original venue in which the suit was filed. The petition for a writ of mandamus argued that the venue in Conecuh County is not proper as to all plaintiffs or, alternatively, on the basis that the convenience of the parties and/or the interest of justice requires it. The opinion of the court, authored by Associate Justice Mike Bolin, denied the defendants’ petition, keeping the case in Conecuh County. Associate Justices Kelli Wise, Brad Mendheim and Sarah Stewart concurred, while Chief Justice Tom Parker and Associate Justice Tommy Bryan concurred specially. Associate Justices Greg Shaw and Will Sellers dissented, and Associate Justice Jay Mitchell recused himself. Plaintiffs include the following hospitals: DCH Health Care facilities in Tuscaloosa, Northport and Fayette; Baptist Health medical centers in Montgomery and Prattville; Medical West in Bessemer; Evergreen Medical Center in Evergreen; Jackson Medical Center in Jackson; Flowers Hospital in Dothan; Medical Center Enterprise in Enterprise; Grandview Medical Center in Birmingham; Gadsden Regional Medical Center in Gadsden; South Baldwin Regional Hospital in Foley; Grove Hill Memorial Hospital in Grove Hill; Princeton Baptist in Birmingham; Walker Baptist Medical Center in Jasper; Shelby Baptist Medical Center in Alabaster; Citizens Baptist Medical Center in Talladega; and Brookwood Baptist in Birmingham. The Supreme Court decision outlined that the plaintiffs allege the defendants "manufacture, market, distribute, and/or dispense opioid medications throughout Alabama in a manner that is misleading, unsafe, and has resulted in drug addiction, injury, and/or death to Alabama citizens. The complaint asserts claims of negligence, nuisance, unjust enrichment, fraud and deceit, wantonness, and civil conspiracy. The plaintiffs seek both compensatory and punitive damages because, they say, they have incurred and will incur 'massive costs by providing uncompensated care as a result of opioid-related conditions.'" Robert King, an attorney representing the plaintiff hospitals, summarized their position in a statement last year announcing the lawsuit: "The deceptive marketing efforts of the defendants substantially contributed to an explosion in the use of opioids across the country — and the aftereffects are felt in hospitals every single day." "Hospitals have provided heroic levels of care to opioid-addicted patients and saved countless lives. But the financial, operational and emotional expense for hospitals is staggering. The defendants are at the root of this crisis," King added. According to the Centers for Disease Control and Prevention, two out of three drug overdose deaths involve an opioid. Overdose deaths from opioids, including prescription opioids, heroin and synthetic opioids like fentanyl, have increased almost sixfold since 1999. Opioid-involved overdoses killed more than 47,000 people in 2017, and 36% of those deaths involved prescription opioids. Alabama has certainly seen firsthand the consequences of opioid overuse. In 2017, the state had the highest overall opioid prescribing rate. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in Debtors' bankruptcy cases. David M. Klauder, Esq., was appointed as fee examiner. The fee examiner is represented by Bielli & Klauder, LLC. RADIO DESIGN: Unsecureds to Get 100% Via Step-Up Monthly Payments ----------------------------------------------------------------- Radio Design Group, Inc., filed the First Amended Disclosure Statement describing First Amended Plan of Reorganization dated January 5, 2021. The First Amended Disclosure Statement cites how Class 1 real estate loan claim of JP Morgan Chase Bank, NA, has received post-petition adequate protection payments which have reduced the prepetition balance and which are accounted for in determining the amount of the claim to be paid through the plan. Same as Class 4 Internal Revenue Service creditor that received postpetition adequate protection payments which have reduced the prepetition balance of its secured claim and which are accounted for in determining the amount of the claim to be paid through the plan. The First Amended Disclosure Statement adds the Class 2 line of credit claim of JP Morgan Chase Bank, NA, in the prepetition amount of $734,552.27, is secured by a blanket lien on all personal property of the Debtor. Based on the Debtor's opinion of value, the claim of the Class 2 creditor is fully secured and will be paid in full over six years at the fixed rate of 5.25%, through monthly payments in the amount of $12,709 commencing within 30 days of the Effective Date. The Class 2 creditor shall retain its lien on its collateral. Class 2 is impaired and will be entitled to vote on the Plan. The claims of the Class 9 creditors are general unsecured claims. The Debtor estimates claims in this class total approximately $2,698,927. The Debtor will pay the Class 9 creditors in full over six years, through their pro-rata distributions of escalating monthly installments to the Class 9 creditors commencing within 30 days of the Effective Date. The monthly installments shall consist of 12 payments of $20,000, 12 payments of $25,000, 12 payments of $30,000, 12 payments of $35,000, 12 payments of $40,000, 17 payments of $50,000, and one final payment of $48,927. Like the previous iteration of the Plan, the Amended Plan provides that payments and distributions will be funded by cash flow from the continued operation of the business. A full-text copy of the First Amended Disclosure Statement dated Jan. 5, 2021, is available at https://bit.ly/3pUa1z7 from PacerMonitor at no charge. Attorneys for the Debtor: Loren S. Scott SCOTT LAW GROUP LLP PO Box 70422 Springfield, OR 97475 Telephone: 541-868-8005 Facsimile: 541-868-8004 E-mail: lscott@scott-law-group.com About Radio Design Group Radio Design Group, Inc., is a design and engineering firm based in Grants Pass, Oregon. Since its incorporation in 1992, Radio Design has grown from a small RF consulting company specializing in small commercial markets to a vital contributor to unique and innovative products that have advanced the state of technology in both the commercial and defense-related markets. Radio Design previously sought bankruptcy protection on July 24, 2014 (Bankr. D. Ore. Case No. 14-62732). Radio Design sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-63617) on Dec. 2, 2019. In the petition signed by James Hendershot, president, the Debtor was estimated to have $1 million to $10 million in assets and liabilities of the same range. Judge Thomas M. Renn is assigned to the case. The Debtor is represented by Loren S. Scott, Esq., at The Scott Law Group. RAYMOND & ASSOCIATES: Objections to Candace's Claim Sustained ------------------------------------------------------------- The United States Court of Appeals, Eleventh Circuit affirmed the order that sustained the objections of Raymond & Associates, LLC's trustee to, and disallowing, Candace LaForce's claim to settlement money from the British Petroleum-Deepwater Horizon oil spill litigation that was paid to the bankruptcy company. The appeal involves three related cases: (1) Candace and Raymond LaForce's Alabama state court divorce; (2) Raymond's individual bankruptcy in the Southern District of Alabama bankruptcy; and (3) Raymond & Associate's bankruptcy, also in the Southern District of Alabama bankruptcy court. In January 2016, the state court entered a decree in Candace and Raymond's divorce proceedings awarding Candace 25% "of the common stock" in Raymond & Associates. Raymond & Associates was a member-managed, Alabama limited liability company that manufactured boats for personal and commercial use. Raymond was the sole member and manager of the company. The state court also awarded Candace 40% of the "net claim" Raymond & Associates had pending against BP related to the Deepwater Horizon oil spill. While the divorce was pending, Raymond filed for chapter 11 bankruptcy in September 2014. To continue their divorce proceedings, Candace requested and received relief from the automatic stay imposed by Raymond's individual bankruptcy. Because of the ongoing divorce proceedings, in September 2017, the bankruptcy court found that Raymond's individual bankruptcy estate did not include Candace's equitable interest in the marital property. The bankruptcy also found that Candace, as the beneficiary of an equitable interest in the marital property, was entitled to a priority claim ahead of Raymond's individual creditors. In June 2015, while the divorce proceedings and Raymond's individual bankruptcy were still ongoing, Raymond & Associates also filed for chapter 11 bankruptcy, which was eventually converted to a chapter 7 proceeding, and a trustee was appointed. Candace did not seek and did not obtain relief from the automatic stay in Raymond & Associates's bankruptcy. In 2017, Candace filed a proof of claim related to the company's pending BP litigation. In May 2019, the bankruptcy court approved Raymond & Associates's $4.6 million settlement with BP. Thereafter, Candace amended her proof of claim to $1,417,360.60, which was 40% of the settlement (after deducting the professional fees incurred in settling the claim). The trustee and the company's other creditors objected to Candace's amended claim. The trustee contended that Raymond & Associates's assets, including the BP settlement, were insufficient to pay the company's secured creditors, so there was nothing left to distribute to the members of the limited liability company. Candace responded that her share of the BP settlement was marital property that was held in a constructive trust for her benefit as a result of the divorce decree. Thus, she said, her share of the BP settlement was not part of Raymond & Associates's bankruptcy estate and the company's secured creditors were not entitled to it. The bankruptcy court sustained the trustee's objections and disallowed Candace's amended proof of claim. The bankruptcy court concluded that the divorce decree did not make the BP settlement marital property that gave Candace priority over the company's secured creditors. Candace, the bankruptcy court said, was Raymond's creditor but not the company's. The district court affirmed. The 11th Circuit agreed with the lower courts. The appellate court held that the amended divorce decree did not order that the BP settlement was marital property, and the decree did not give Candace priority over Raymond & Associates's creditors. The court explained that the amended divorce decree only granted Candace a 40% interest in the "net BP claim" that would pay out only "after bankruptcy claims have been adjudicated by the [b]ankruptcy [c]ourt, which might have priority towards these BP claims." The appellate court also added that, as the bankruptcy court explained, the state court could not have made Raymond & Associates's BP settlement a part of Candace's marital estate because the settlement was the property of the company -- which was not a party to the divorce -- and not the property of her ex-husband. "The only interest that the state court could have granted Candace was Raymond's transferrable interest in the company -- his right to receive distributions -- and only if Raymond actually received a distribution," stated the court. Candace also argued that the state court could have awarded her more than Raymond's transferrable interest because Raymond & Associates was a closely held company that Raymond treated as his alter ego. However, neither the state court nor the bankruptcy court found that Raymond & Associates was Raymond's alter ego, and Candace hasn't presented any evidence to suggest that it was. Finally, Candace argued that the bankruptcy court, in Raymond's individual bankruptcy, found that the BP settlement was marital property, relying on this language from the individual bankruptcy court's order: "[Candace]'s equitable interest in the marital estate property would not come into [Raymond]'s bankruptcy estate." The appellate court, however, pointed out that the bankruptcy court's order said nothing about the BP settlement being part of the marital estate and it didn't even mention Raymond & Associates. The case is In re: RAYMOND & ASSOCIATES, LLC, Debtor. CANDACE LAFORCE, Plaintiff-Appellant, v. TERRIE S. OWENS, Defendant-Appellee, No. 20-12537 (11th Cir.). A full-text copy of the 11th Circuit's decision dated December 29, 2020 is available at https://tinyurl.com/y3cfw2w4 from Leagle.com. About Raymond & Associates Raymond & Associates, LLC, filed a chapter 11 petition (Bankr. S.D. Ala. Case No. 15-01883) on June 16, 2015. The petition was signed by Raymond H. LaForce, manager/member. The Debtor estimated assets at $0 to $50,000 and liabilities at $1 million to $10 million at the time of the filing. The Debtor is represented by Marion E. Wynne, Jr., Esq., at Wilkins, Bankester, Biles & Wynne, PA. Secured creditor Wells Fargo, N.A., is represented by Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, in Birmingham, Alabama. ROUMELCO PROPERTIES: Case Summary & 10 Unsecured Creditors ---------------------------------------------------------- Debtor: Roumelco Properties, LLC 9400 Highway 19-W Bryson City, NC 28713 Chapter 11 Petition Date: January 5, 2021 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 21-20000 Judge: Hon. George R. Hodges Debtor's Counsel: Edward Hay, Esq. PITTS, HAY, HUGENSCHMIDT 14 Clayton Street Asheville, NC 28801 Tel: 828-255-8085 Fax: 828-251-2760 E-mail: firm@phhlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Constantine Roumel, sole member. A copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QOQPGFY/Roumelco_Properties_LLC__ncwbke-21-20000__0001.0.pdf?mcid=tGE4TAMA RVT INC: US Trustee Opposes Plan & Disclosure Statement ------------------------------------------------------- Peter C. Anderson, the United States Trustee for the Central District of California, Region 16, asks the Bankruptcy Court to deny approval of the Chapter 11 Disclosure Statement and Plan filed by debtor RVT, Inc. "The concerns regarding the lack of adequate information and disclosure are heightened given that the Debtor is a small business debtor. The Debtor has not met its burden of proving that the Disclosure Statement contains adequate information," the U.S. Trustee said. The U.S. Trustee points out that the Disclosure Statement fails to discuss the facts which led to the filing of the petition so that creditors acquire an understanding of the risks involved in the Debtor's industry. The U.S. Trustee claims that the Disclosure Statement fails to provide evidentiary support to establish feasibility by disclosing the amount of cash on hand on the Effective Date, projected revenues, expenses, and proposed payments to creditors during the Plan Term. Without a summary of postpetition income and expenses, the Court cannot make a finding of feasibility. The U.S. Trustee avers that the Disclosure Statement fails to discuss the Debtor's current operations, assets, and business structure and significant events during the bankruptcy case, including any disruptions to the Debtor's business caused by COVID-19. The U.S. Trustee objects to the failure of the Debtor's Disclosure Statement to discuss the prepetition and postpetition compensation paid to the Debtor's insiders, the cash collateral orders entered in the case and the Debtor's compliance with cash collateral orders, and the estimated amount and treatment of administrative expenses. A full-text copy of the United States Trustee's objection dated January 5, 2021, is available at https://bit.ly/35gQukx from PacerMonitor at no charge. About RVT Inc. Based in Fontana, California, RVT Inc. filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-17552) on Aug. 28, 2019, listing under $1 million in both assets and liabilities. The Hon. Mark S. Wallace is the case judge. OAKTREE LAW represents the Debtor. SAHBRA FARMS: Seeks Approval to Tap BlueMark Capital as Loan Broker ------------------------------------------------------------------- Sahbra Farms, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Ohio to hire BlueMark Capital as loan broker. The Debtor needs the firm's services to locate financing. BlueMark Capital will be compensated on a contingency basis in the amount of 1 percent of the proceeds of a successful refinancing. Steven Shore, a principal at BlueMark Capital, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Steven Shore BlueMark Capital Signature Square I 25201 Chagrin Blvd, Suite 185 Beachwood, OH 44122 Telephone: (216) 464-9050 Facsimile: (216) 464-9150 Email: sshore@bluemarkcapital.com About Sahbra Farms Sahbra Farms Inc. -- a horse breeder in Streetsboro, Ohio – sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-51155) on May 16, 2019. In the petition signed by its president, David Gross, the Debtor disclosed $3,286,476 in assets and $2,684,224 in debt. The Hon. Alan M. Koschik is the case judge. The Debtor tapped Thomas W. Coffey, Esq. at Coffey Law LLC, as lead counsel, Kenneth J. Fisher Co., L.P.A., as special counsel, and BlueMark Capital as loan broker. SALEM CONSUMER: Case Summary & 10 Unsecured Creditors ----------------------------------------------------- Debtor: Salem Consumer Square OH LLC 5447 Salem Avenue Dayton, OH 45426 Business Description: Salem Consumer Square OH LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 5, 2021 Court: United States Bankruptcy Court Western District of Pennsylvania Case No.: 21-20020 Debtor's Counsel: Kirk B. Burkley, Esq. BERNSTEIN-BURKLEY, P.C. 707 Grant Street Suite 2200 Pittsburgh, PA 15219 Tel: 412-456-8100 E-mail: kburkley@bernsteinlaw.com Total Assets: $3,385,461 Total Liabilities: $3,134,072 The petition was signed by Edward Sklyaroff, president. A copy of the petition containing, among other items, a list of the Debtor's 10 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/PC3ZHGY/Salem_Consumer_Square_OH_LLC__pawbke-21-20020__0001.0.pdf?mcid=tGE4TAMA SAVE ON COST: Case Summary & 8 Unsecured Creditors -------------------------------------------------- Debtor: Save On Cost Manufacturing, LLC 941 Calle Simpatico Glendale, CA 91208 Chapter 11 Petition Date: January 5, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10057 Judge: Hon. Julia W. Brand Debtor's Counsel: Raymond H. Aver, Esq. LAW OFFICES OF RAYMOND H. AVER, A PROFESSIONAL CORPORATION 10801 National Boulevard, Suite 100 Los Angeles, CA 90064 Tel: (310) 571-3511 E-mail: ray@averlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Jae Sung Kwak, co-manager. A copy of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C22HKCI/Save_On_Cost_Manufacturing_LLC__cacbke-21-10057__0002.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/C4DHBIQ/Save_On_Cost_Manufacturing_LLC__cacbke-21-10057__0001.0.pdf?mcid=tGE4TAMA SIZZLER USA: Court Okays Exit Plan After Resolving Issues --------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Sizzler restaurants' bankrupt parent won confirmation of its Chapter 11 reorganization plan after resolving issues with an equity holder that raised questions in court about an agreement that hadn't been finalized. Judge M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California confirmed the plan Tuesday, Jan. 5, 2020, under the condition that agreement with the equity holder are finalized by Jan. 12, 2021. The restaurant can have an additional two weeks to work out details as long as all parties agree, she said. If the agreement isn't finalized, the plan won't go into effect, she said. About Sizzler USA Acquisition Sizzler USA Acquisition, Inc., is a United States-based restaurant chain with headquarters in Mission Viejo, California. It offers steak, seafood, chicken, and burgers. On the Web: https://www.sizzler.com/ Sizzler USA Acquisition and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20-30746) on Sept. 21, 2020. The petitions were signed by Christopher Perkins, chief services officer. At the time of the filing, each Debtor estimated assets and liabilities of $1 million to $10 million. Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. SKYBRIDGE SPECTRUM: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Skybridge Spectrum Foundation 1613 Lyon St. A San Francisco, CA 94115 Type of Business: Skybridge Spectrum Foundation operated in commerce and profit business since late 2015. Involuntary Chapter 11 Petition Date: January 5, 2021 Court: United States Bankruptcy Court District of Columbia Case No.: 21-00005 Judge: Hon. Elizabeth L. Gunn Petitioner's Counsel: Pro Se Petitioner Nature of Claim Claim Amount --------- --------------- ------------ Warren Havens Advancement of $70,000 2649 Benvenue Avenue Delaware attorney Berkeley, CA 94704 fees due Warren Havens Salary, rent and other due $80,000 Warren Havens, Assignment of claim sums due $80,000 assignee of claims from Polaris PNT 1, PB LLC, and Polaris PNT, PBC A full-text copy of the Involuntary Petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FYUTWRY/Skybridge_Spectrum_Foundation__dcbke-21-00005__0001.0.pdf?mcid=tGE4TAMA SN TEAM: U.S. Bank Says Plan Has Not Complied With Stipulation -------------------------------------------------------------- U.S. Bank National Association ("Creditor") submitted an objection to SN Team, LLC's Amended Disclosure Statement in Support of Amended Chapter 11 Plan of Reorganization. On Sept, 21, 2020, Debtors filed its Chapter 11 Disclosure Statement and Plan of Reorganization. Creditor's Claim is identified as the "US Bank2" Class 5 Impaired Secured Claim, as to the "US Bank2" Collateral (e.g. Subject Property). On Oct. 26, 2020, Creditor filed an objection to the Debtor's Disclosure Statement and Plan in order to clarify the treatment thereunder. On Nov. 18, 2020, the parties executed and filed the Claim Stipulation resolving the treatment of Creditor's Objection and Treatment of its Claim for the Plan, which was approved by Order of the Court (collectively, "Claim Stipulation"). In its objection, U.S. Bank claims that Debtor's Amended Disclosure Statement and Plan are not in compliance with the Claim Stipulation and Order thereon. Not only are their substantive inconsistencies and clarification issues between the Amended Disclosure Statement and Plan, but the Debtor failed to provide for Creditor's Claim. Thus, Creditor is filing this objection to the Amended Disclosure Statement and Plan out of an abundance of caution in order to preserve its rights related to the Claim Stipulation and the Court's related Order thereon to ensure the Debtor's Amended Plan and Disclosure Statement both provide for and properly treat Creditor's Claim in accordance with the Claim Stipulation Attorneys for Secured Creditor: U.S. Bank National Association, not in its individual capacity but solely as trustee for the RMAC Trust, Series 2016-CTT; Rushmore Loan Management Services, LLC as servicer: Eddie R. Jimenez ALDRIDGE PITE, LLP 7220 South Cimarron Road, Suite 140 Las Vegas, NV 89113 Telephone: (858) 750-7600 Facsimile: (619) 590-1385 E-mail: ecfnvb@aldridgepite.com About SN Team LLC SN Team LLC is a Nevada limited liability company with principal place of business in Clark County, Las Vegas. SN Team filed a Chapter 11 petition (Bankr. D. Nev. Case No. 20-10812) on Feb. 13, 2020. Judge August B. Landis oversees the case. In the petition signed by Wendy J. Merrill, managing member, the Debtor was estimated to have between $500,000 and $1,000,000 in assets, and between $100,000 and $500,000 in liabilities. Andersen Law Firm, Ltd., represents the Debtor. SRH SOUTHAVEN: Plan Deferred as Mediation With Landlord Set ----------------------------------------------------------- On Sept. 1, 2020, SRH Southaven, LLC, a "small business debtor", filed a Plan of Reorganization and a Disclosure Statement. On Sept. 3, 2020, the Court entered an order extending the time-frame within which the Court may confirm the Debtor's proposed Plan and for the Debtor to file any amendments to the Plan and Disclosure Statement through and including Nov. 30, 2020. On Nov. 16, 2020, the Court granted a further extension of the time-frame within which the Court may confirm the Plan through and including Dec. 31, 2020. On Dec. 14, the Debtor filed a Second Modification to the Plan, a copy of which is available at https://bit.ly/3bgqcmq The Debtor's confirmation hearing previously set for Dec. 21, 2020 has been continued while the parties explore settlement through mediation. On Dec. 18, 2020, the Debtor filed a motion to extend the deadline for confirming and modifying the Debtor's Plan. The Court granted the Debtor an extension of the deadline through and including Feb. 28, 2021. The Debtor said that extending the deadline is appropriate as the parties intend to engage in settlement through mediation and a confirmation hearing has not been scheduled in this case that would allow for confirmation of Debtor's Plan prior to the current deadline. On Dec. 22, 2020, the Court entered an order directing mediation with Bankruptcy Judge Paul W. Bonapfel as designated settlement judge with regard to this matter for the purpose of conducting mediation proceedings as the neutral mediator. SRH Southaven and landlord Humphreys Fund I REIT filed a motion seeking mediation. Humphreys is the Debtor's landlord for premises located at 253 Goodman Rd W, Southaven, MS. The Debtor was seeking to assume the lease. The landlord opposed assumption, sought relief from stay and opposed the Debtor's plan. In its Second Modification to the Plan, the Debtor stated that it reserves any all claims against Humphreys or related entities arising from, or occurring in the Bankruptcy Case or the Lease, including without limitation: (i) any claim related to violations of the automatic stay from post-Filing Date collection actions, including the initiation of the eviction action against SRO in Desoto County, Mississippi identified as case number 1098015 in the Desoto County, Mississippi Justice Court pursuant to which Landlord seeks to remove SRO from the Premises and constructively evict Debtor; (ii) attempts to collect prepetition debts or any cross-default debts that are prohibited by the Lease, the Bankruptcy Code or rulings of the Bankruptcy Court; and (iii) expenses and damages law) incurred by Debtor in enforcing its rights pursuant to the Lease. Attorneys for Debtor: Leslie M. Pineyro Aaron Anglin JONES & WALDEN, LLC 699 Piedmont Avenue, NE Atlanta, Georgia 30308 Tel: (404) 564-9300 Attorney for the Landlord: BROWN LAW, LLC Heather D. Brown 138 Bulloch Avenue Roswell, Georgia 30075 Telephone (404)-994-4300 E-mail: heather@hdbrownlaw.com About SRH Southaven SRH Southaven, LLC filed a petition for relief under Chapter 11 of Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-40329) on Feb. 20, 2020, listing under $1 million in both assets and liabilities. Judge Barbara Ellis-Monro oversees the case. Leslie Pineyro, Esq., at Jones & Walden, LLC, is the Debtor's legal counsel. STREBOR SPECIALTIES: Unsecureds to Get 20% Proceeds in Plan ----------------------------------------------------------- Strebor Specialities, LLC, submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement. The Court will convene a hearing on Jan. 26, 2021, to 9:00 a.m., to seek approval of the Disclosure Statement. At the hearing, the Court will also consider a motion by the U.S. Trustee to convert the Chapter 11 case to a Chapter 7 liquidation. According to the Disclosure Statement, the Debtor's primary assets are cash, accounts receivable, inventory, and equipment. The Debtor's primary secured creditor is Otto Roberts, Sr. and Dana Roberts. As of the Petition Date, the Debtor owed Otto Roberts, Sr., and Dana Roberts approximately $5,000,000 for monies loaned and $994,602 for periodic advancements. The indebtedness owed to Otto Roberts, Sr., and Dana Roberts is secured by valid, perfected first priority liens and security interests upon and in substantially all of the Debtor’s assets. The Plan provides: (a) Holders of Allowed Fee Claims, Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Other Priority Claims, Allowed Secured Claims, and Allowed General Unsecured Claims will be deemed to hold claims in the assets of the Liquidating Debtor and (b) the Interests will be cancelled and terminated. The Liquidating Debtor will be charged with: (i) receiving and distributing to creditors holding Allowed Claims, in accordance with the Plan, all funds deposited with the Liquidating Debtor and other assets transferred to the Liquidating Debtor, (ii) pursuing any Remaining Actions on behalf of Creditors; and (ii) analyzing and reconciling Claims that have been filed against the Estate. As of the Bar Date fixed by the Court, General Unsecured Claims in Class 3 total $8,200,000 (filed) and $1,285,898 (scheduled) based upon the Schedules and Statements and the proofs of claim filed. The Plan includes release provisions that were a component to maximizing the recoveries of General Unsecured Creditors under the Plan. Under the Plan, Released Parties Otto Roberts, Sr. and Dana Roberts have agreed to carve-out 20% of the proceeds of the Liquidating Debtor Assets for General Unsecured Creditors and waive their General Unsecured Claim (which includes the undersecured portion of their secured claim) of nearly $6,000,000. Released Party Otto Roberts, Jr., has agreed to waive his General Unsecured Claim in the amount of $138,000. A full-text copy of the Disclosure Statement dated Dec. 14, 2020, is available at https://bit.ly/3pjUF6T from PacerMonitor.com at no charge. Attorneys for the Debtor: Steven M. Wallace Silver Lake Group, Ltd. 6 Ginger Creek Village Drive Glen Carbon, Illinois 62034 Tel: (618) 692-5512 E-mail: steve@silverlakelaw.com About Strebor Specialties Strebor Specialties, LLC, is a Dupo, Illinois-based small to medium liquid filler with capabilities to do aerosol, liquid, and oil filling. Strebor Specialties sought bankruptcy protection (Bankr. S.D. Ill. Case No. 20-30262) on March 10, 2020. The petition was signed by its manager, Otto D. Roberts, Jr. At the time of the filing, the Debtor disclosed total assets of $1,031,229 and total liabilities of $6,285,898. The Debtor tapped Steven M. Wallace of Silver Lake Group, Ltd., as its attorney. STRUCTURED CABLING: Court Confirms Reorganization Plan ------------------------------------------------------ Judge Robert A. Mark has entered an order confirming Structured Cabling Solutions, Inc.'s First Amended Plan of Reorganization. A Post-Confirmation Status Conference will be conducted on Thursday, Feb. 18, 2021 at 1:30 p.m. via Court Solutions. The Plan was voted on by the holders of Classes 1 and 4. The Debtor's cash on hand will be available for the payment in whole or in part of the Allowed Administrative Expense Claims, Priority Tax Claims, the United States Trustee Fees, and the amounts due to creditors. The Plan provides that Class 4 creditors will receive a distribution of 15 percent on account of the Allowed General Unsecured Claims, plus Excess Cash Payments. The Debtor will pay all allowed claims at such time and in such amounts as provided for in the Plan. A copy of the Plan Confirmation Order entered Dec. 14, 2020, is available at: https://bit.ly/3s1jNS0 Debtor's counsel: Chad T. Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: Chad@cvhlawgroup.com About Structured Cabling Solutions Structured Cabling Solutions, Inc., is a telecommunication contractor in Miami Gardens, Florida. Structured Cabling Solutions filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-12551) on Feb. 26, 2020. In the petition signed by Syed A. Shah, its president, the Debtor disclosed $944,176 in assets and $3,273,790 in liabilities. The case is assigned to Judge Robert A. Mark. The Debtor tapped Chad Van Horn, Esq., at Van Horn Law Group Inc. as its counsel and Carlos de la Osa, C.P.A., P.A. as its accountant. TAX AND FINANCIAL: Court Approves Disclosure Statement ------------------------------------------------------ Tax and Financial Advantage Group, Inc., is slated to seek confirmation of its Chapter 11 Plan of Reorganization on Jan. 21, 2021 Judge Phyllis M. Jones in December approved the Amended Disclosure Statement and set: * Jan. 21, 2021 as the telephonic hearing on confirmation of the Plan. * Jan. 19, 2021 as the last day for filing and serving written objections to confirmation of the Plan. * Jan. 19, 2021 as the last day for serving written acceptances or rejections of the Plan. The Debtor has filed a Reorganization Plan that provides that BancorpSouth, owed $283,813, will retain its lien on the Debtor's property, have its claim amortized over 20 years at 4 percent per annum, and will receive monthly payments of $1,690 with a balloon payment in 60 months. The priority claim of the IRS will be paid in 60 months. The equity holder, Rachelle Eldridge-Bray, will retain her interest in the Debtor. The Disclosure Statement does not indicate any unsecured claims. A copy of the Amended Disclosure Statement filed Nov. 9, 2020, is available at https://bit.ly/2Lr6VDW About Tax and Financial Advantage Tax and Financial Advantage Group, Inc. filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 20-10425) on Jan. 27, 2020, listing under $1 million in both assets and liabilities. Judge Phyllis M. Jones oversees the case. Joel G. Hargis, Esq., at Caddell Reynolds, is the Debtor's legal counsel. UC COLORADO: Plan Exclusivity Period Extended Until Feb. 15 ----------------------------------------------------------- At the behest of UC Colorado Corporation, Judge Joseph G. Rosania Jr. extended the periods within which the Debtor has the exclusive right to file and solicit acceptances of a bankruptcy-exit plan to and including February 15, 2021, and April 15, 2021, respectively. The Debtors' post-petition efforts have been focused on facilitating the Examiner's investigation, acquiring, and implementing equipment that will streamline operations and increase product yields, and responding to creditors' Rule 2004 Examinations, the Debtors will use the additional time to have an opportunity to develop and confirm a consensual plan of reorganization. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/39V1Q0B at no extra charge. About UC Colorado Corporation UC Colorado Corporation is a wholly-owned subsidiary of United Cannabis Corporation based in Golden, Colo., that focused on extracting products from industrial hemp plants, which it uses to create unique therapeutics for a wide range of diseases that can be utilized by patients globally. UC Colorado filed a petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-12689) on April 20, 2020. The petition was signed by John Walsh, the Debtor's chief financial officer. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and estimated liabilities of the same range. Judge Joseph G. Rosania Jr. oversees the case. Wadsworth Garber Warner Conrardy, P.C., is the Debtor's legal counsel. The Debtor tapped Gibraltar Business Valuations to conduct a valuation of its business and assets. VALARIS PLC: Still in Dispute With Citibank on Exit Facility ------------------------------------------------------------ Valaris plc, et al., submitted a Disclosure Statement relating to their Third Amended Joint Chapter 11 Plan of Reorganization. A hearing to consider confirmation of the Plan is slated for Feb. 11, 2021, at 1:30 p.m. The voting deadline and plan objection deadline is Feb. 3, 2021, at 4:00 p.m. The Third Amended Disclosure Statement primarily includes a discussion of the Debtors' ongoing disputes with Citibank, N.A., in its capacity as administrative agent for the Debtors' revolving credit facility. The RCF Agent filed an objection to the approval of the DIP Facility, which was overruled by the Bankruptcy Court, and an objection to the approval of the Disclosure Statement, which raised issues against the confirmability of the plan and the proposed exit financing. The RCF Agent asserts the following, which has been included verbatim at the request of the RCF Agent: Although the DIP facility offered by the RCF Lenders (the "Proposed RCF DIP Facility") was less expensive and offered a letter of credit subfacility, the Debtors ultimately selected the DIP Facility because it was being provided by the Ad Hoc Group, the Debtors' preferred partner for an exit facility and all-equity capital structure. The DIP Facility, which the Bankruptcy Court approved at the end of September, includes a $500 million financing at7% cash interest (with an 8% PIK option at the Debtors' sole discretion) and a commitment fee of 4.0% of which 75 basis points was credited back as an offset after the RSA was signed. The DIP Facility has no milestones and does not commit the Debtors to any specific restructuring plan (as did the Proposed RCF DIP Facility). The access to additional funding pursuant to the DIP Facility satisfies the Debtors' liquidity needs and sends a clear message to customers and vendors that the Debtors will continue to be a reliable partner. The DIP Facility (unlike the Proposed RCF Facility) does not have a letter of credit subfacility; as a result, the Debtors subsequently filed a motion to enter into two separate secured letter of credit facilities with Wells Fargo Bank, National Association, and JPMorgan Chase Bank, N.A., both of which require cash collateralization of 105% in order for letters of credit to be issued. The Debtors intend to draw on the DIP Facility to provide the cash to support that cash collateralization such that the Debtors will be paying interest at 7.00% (8.00% PIK) on such borrowings, in addition to the fees under the LC facilities. After the Petition Date and prior to the hearing on the DIP Facility, the RCF Agent objected to the motion to approve the DIP Facility and together with certain RCF Lenders offered the Debtors an exit financing proposal of $500 million, on terms to the Debtors that are substantially less expensive than the Exit Facility (the "First RCF Exit Proposal"). The First RCF Exit Proposal, among other things: (i) had upfront fees of 3.0% as compared to 127% in fees for the Exit Facility, (ii) would bear interest at a rate that is approximately 200 to 575 basis points lower than the Exit Facility (i.e., LIBOR + 5.25% as compared to a cash rate under the Exit Facility of 8.25% and a PIK rate of 12%), and (iii) was a revolving credit facility (with a letter of credit sublimit) that could be drawn (and repaid and reborrowed) over time, as compared to the Exit Facility, which would be funded and start bearing interest on the entire $550 million (inclusive of the $50 million PIK fee that is being paid to the Initial Backstop Parties) on the effective date of the plan. The First RCF Exit Proposal also addressed the underlying capital structure of the Debtors, including: (i) take back debt (that would pay interest at a 9% PIK rate), in return for the structurally senior Credit Facility Claims and (ii) 100% of the Debtors' post-emergence equity being available for holders of the Debtors' senior notes. The Debtors were not receptive to the First RCF Exit Proposal. At the conclusion of a hearing on the DIP Facility on September 24 and 25, 2020, the Bankruptcy Court approved the Debtors' entry into the DIP Facility. However, in doing so, the Bankruptcy Court characterized the RSA's requirement to fully equitize the claims of RCF Lenders as an "uphill battle" and ordered on the record the Debtors' investment banker, David Kurtz of Lazard Frères & Co. LLC, to facilitate negotiations between the Debtors and the RCF Agent on settlement of plan-related issues. Mr. Kurtz engaged in an initial set of discussions with the RCF Agent and the RCF Lenders in early October on a framework for negotiations, and then on November 6, 2020, began to engage for the first time in preliminary discussions on a settlement structure. On November 20, 2020, almost two months after the hearing on the DIP Facility, the Debtors finally delivered a first settlement proposal to the RCF Lenders. On November 24, 2020, the RCF Lenders delivered a counterproposal to the Debtors. Settlement discussions are ongoing. On December 10, 2020, the RCF Agent delivered a second exit financing proposal to the Debtors using the current structure of the plan contemplated by the RSA (the "Alternate RCF Exit Proposal"). Like the Exit Facility, the Alternate RCF Exit Proposal would raise $500 million of cash for the Debtors in return for first lien secured notes, with a seven-year maturity, bearing interest at 8.25% in cash, 10.25% (with 5.125% in cash and 5.125% PIK), or 12% PIK, at the Debtors' election. As a backstop fee, backstop parties to the Alternate RCF Exit Proposal would receive a 6.0% fee payable in kind (i.e., $20 million less than the $50 million premium contemplated by the Exit Facility) after they re-advance $20 million in a cash commitment fee that would be paid into escrow (similar to the fee payment structure in the RSA), in addition to the same 2.7% of the reorganized equity. The "stapled equity" consideration in the Alternate RCF Exit Proposal, however, is 25%, or 500 basis points less than the 30% contemplated by the Exit Facility. The RCF Agent further asserts that the Debtors and their advisors did not seek clarity with respect to elements of the Alternate RCF Exit Proposal and interpreted such elements in the manner most negative to the RCF Lenders. The RCF Agent asserts that the Alternate RCF Exit Proposal referred to the New Secured Notes in the same manner as the RSA, but there was no separate term sheet for the notes, and as a result, the Debtors incorrectly view the RCF Exit Counterproposal as being silent on "critical debt terms." The Debtors reserve all rights with respect to these assertions. The Debtors disagree with the RCF Agent's position, including for the following reasons: The RCF Agent's assertions with respect to the DIP Facility and the letter of credit sub-facility are not relevant to the Debtors or any parties in interest. The RCF Agent presented its arguments at a hearing to consider approval of the DIP Facility and the Bankruptcy Court overruled the RCF Agent's objection. The Bankruptcy Court approved the DIP Facility because, among other things, it "has better features and a lower cost" than the Proposed RCF DIP Facility. Additionally, the Debtors filed a motion to enter into certain letters of credit. The motion was approved. The RCF Agent's continued assertions on these points are moot. The Debtors also disagree with the RCF Agent's characterization of the settlement negotiation process. Mr. Kurtz's efforts to negotiate a settlement among the parties in interest have been extensive and are described more fully in Section VII.J hereof, and Exhibit A to the Debtors' Reply in Support of Debtors' Motion for Entry of an Order (I) Approving the Adequacy of the Disclosure Statement, (II) Approving the Solicitation and Notice Procedures with Respect to Confirmation of the Debtors' Proposed Joint Plan of Reorganization, (III) Approving the Forms of Ballots and Notices in Connection Therewith, (IV) Approving the Rights Offering Procedures and Related Materials, (V) Scheduling Certain Dates with Respect Thereto, and (VI) Granting Related Relief [Docket No 814] (the "Disclosure Statement Reply"). At a hearing on December 17, 2020, the Court stated that: "So I am overruling the objections to the disclosure statement that deal with patent nonconfirmability, preserving any informational objections to the disclosure statement and wanting the information about the settlement, either that it is blown up after valiant efforts or that it is made. And I'm going to take those up on December the 30th at 1:30." The Bankruptcy Court indicated that it would approve a disclosure statement on December 30. At the hearing to consider approval of the Disclosure Statement, the Bankruptcy Court admitted the RCF Exit Counterproposal into evidence and overruled the RCF Agent's Disclosure Statement objection alleging that the Plan was patently unconfirmable. The Debtors view the RCF Exit Counterproposal as fundamentally unworkable under the Bankruptcy Code. Despite the RCF Agent's repeated complaints, the Exit Financing is neither wildly expensive nor patently unconfirmable. Entering into the Exit Financing is also not a breach of the Debtors' fiduciary duties as the RCF Agent has alleged. Under the Plan, the RCF Lenders will receive 32.5% of the reorganized equity on account of the Credit Facility Claims that amount to, at most, $623.3 million. Pursuant to the Valuation Analysis, the equity that the RCF Lenders are receiving has a midpoint value of $796 million. Accordingly, the RCF Lenders are projected to receive at least a 100% recovery. Indeed, the fallacy of the RCF Agent's entire line of argument is revealed by this hypothetical: if the 30% stapled equity was not provided to creditors who are providing the Exit Financing as the RCF Agent demands, it would be distributed to the Holders of the Senior Notes as the fulcrum creditor. It would not affect the Debtors or the RCF Lenders in any way. Accordingly, the Exit Financing is not "less expensive" to the Debtors as the RCF Agent asserts. Although the RCF Exit Counterproposal maintains similar economics as the Exit Facility, the Debtors consider the RCF Exit Counterproposal to be inferior to the Exit Facility in several respects, including: * Lack of Noteholder Support. The RCF Exit Counterproposal, as compared to the Exit Facility, would reduce the aggregate bondholder recovery from 67.5% equity ownership in the Reorganized Debtors to only 39.8%. This would almost certainly result in strong opposition from the Debtors' noteholders, over 72% of whom have signed on to support the RSA and Exit Facility. The Debtors and their advisors have had contact with over 90 noteholders. To date, none of the noteholders who would benefit from exit financing with a smaller Stapled Equity Allocation—i.e., those noteholders who do not intend to participate in the Rights Offering—have, to the Debtors' or their advisors' knowledge, raised this issue or requested that the size of the Stapled Equity Allocation be reduced. * Critical Debt Terms. The RCF Exit Counterproposal is silent on critical debt terms, which the RSA and the Exit Facility address and which provide the Debtors with greater operational flexibility and transaction certainty. For example, the Debtors view the RCF Exit Counterproposal as being silent regarding: (a) covenants (by comparison, the financing under the RSA includes terms that will provide flexibility with respect to future M&A activity and does not include any financial maintenance covenants); (b) collateral structure (by comparison, the financing under the RSA provides for no lien on ARO interests); (c) call protection (by comparison, the financing under the RSA has a 2-year non-call period); and (d) the duration of the capital commitment (by comparison, the financing under the RSA includes capital commitments until June 2021, with a unilateral Debtor extension option through August 2021). In addition, the RCF Exit Counterproposal does not contain the $275 million pari passu credit facility basket provided in the Exit Facility. * Lower Liquidity. The Debtors interpreted the RCF Exit Counterproposal as resulting in lower trough liquidity for the Debtors, because of the $20 million cash commitment fee to be paid to the RCF Lenders and the forfeiture of the $20 million commitment fee already paid to the Initial Backstop Parties under the RSA, which is to be re-lent to the Debtors upon emergence. The RCF Exit Counterproposal does not provide for re-lending to the Debtors any commitment fees paid. On Dec. 26, 2020, the RCF agent submitted a revised standalone exit financing proposal to the Debtors, a version of which is attached to its objection to the Debtors' request for an exclusivity extension [Docket No. 876, Exh. A]. The RCF Agent asserts that this proposal is superior to the transactions reflected in the Plan. The Debtors reserve all rights with respect to these assertions, which will be addressed as appropriate in connection with the exclusivity extension motion. Plan Unconfirmable Objection Overruled On December 15, 2020, the Debtors filed the Disclosure Statement Reply responding to each ofthe RCF Agent's arguments, explaining that the RCF Agent's objections stem from a misunderstanding ofthree fundamental principles of bankruptcy law. The first is the absolute priority rule, which says that a plan can be confirmed without the acceptance of an unsecured class so long as that class receives property equal to the value of its claim. The second is the corollary to the absolute priority rule, which says that, after a senior creditor recovers in full, junior creditors receive the remaining value. And the third is the "single satisfaction rule," which says that, while a creditor can assert its primary claim and its guarantee claims in full against multiple Debtor entities, it can recover no more than the total amount of the debtowed. Here, the Plan gives the RCF Lenders 32.5% of the reorganized equity on account of their, atmost, $623.3 million claim, which is entirely unsecured. At the midpoint of the Debtors' valuation, that equity is worth $796 million, resulting in a 123% recovery to the RCF Lenders. In other words, the Valuation Analysis supports the Debtors' assertion that the RCF Lenders are slated to be paid more thanin full under the Plan. The remaining value -- 67.5% of the reorganized equity -- is allocated to junior creditors, namely the Senior Noteholders and the shareholders. The noteholders have agreed to allocate this 67.5% of equity among themselves by stapling part of it to a debt rights offering as an incentive to noteholders to write a new-money check. This intra-bondholder allocation of the remaining equity value has no adverse effect on the RCF Lenders or the Debtors. Despite protestations of unfairness from the RCF Lenders, no bondholder is objecting to the allocation structure. On December 17, 2020, the Bankruptcy Court overruled all of the RCF Agent's "patently unconfirmable" objections to the Disclosure Statement. A full-text copy of the Disclosure Statement dated December 30, 2020, is available at https://bit.ly/3ohkrbM from PacerMonitor.com at no charge. A full-text copy of the Order dated December 30, 2020, is available at https://bit.ly/2Mw51lP from PacerMonitor.com at no charge. About Valaris PLC Valaris PLC (NYSE: VAL) provides offshore drilling services. It is an English limited company with its corporate headquarters located at 110 Cannon St., London. Visit http://www.valaris.com/for more information. On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as their bankruptcy counsel, Lazard as investment banker, and Alvarez & Marsal North America LLC as their restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP serve as legal advisors to the consenting noteholders while Houlihan Lokey Inc. serves as their financial advisor. VOYAGER AVIATION: DBRS Lowers Long-Term Issuer Rating to B ---------------------------------------------------------- DBRS, Inc. has downgraded the Long-Term Issuer Rating of Voyager Aviation Holdings, LLC to B from BB (low), while also downgrading the Company's Long-Term Senior Debt rating to CCC (high) from B (high). Concurrently, DBRS Morningstar also downgraded the Long-Term Issuer Rating of the Company's wholly owned subsidiary, Voyager Finance Co. (VFC), to B from BB (low) and its Long-Term Senior Debt rating to CCC (high) from B (high). The trend on all ratings is Negative. The Intrinsic Assessment (IA) for the Company is B, while its Support Assessment is SA3. The Support Assessment for VFC is SA1. KEY RATING CONSIDERATIONS The downgrade of Voyager's Long-Term Issuer Rating considers the ongoing challenging operating environment in the global aviation industry brought on by the Coronavirus Disease (COVID-19) and DBRS views that the industry recovery will be gradual. Moreover, the downgrade reflects the rising refinancing risk that Voyager has related to its Senior Notes due in August 2021 (the 2021 Senior Notes), of which $415 million were outstanding on September 30, 2020. DBRS notes this refinancing comes at a time when access to capital for the aviation industry remains constrained; especially for those entities with modest scale, such as Voyager. The rating action also considers Voyager's more concentrated portfolio by customer and aircraft type, as well as limited financial flexibility to generate contingent liquidity. While Voyager has granted modest rent deferrals to its airline customers, all the deferrals were neutral from a revenue and cash flow perspective for full year 2020, which DBRS views positively. Indeed, as of December 2020, all of Voyager's airline customers were current on their lease payments with the exception of one. Nevertheless, this environment has impacted the Company's ability to rebuild its earnings generation ability in 2020 and is likely to remain a headwind in 2021. The widening of the notching between Voyager's Long-Term Issuer Rating and its Long-Term Senior Debt rating reflects the increasing refinancing risk related to the 2021 Senior Notes. Voyager has no committed back-up liquidity facility and no unencumbered aircraft as of September 30, 2020, limiting its ability to generate liquidity to meet the upcoming maturity. Voyager's management has indicated that it is pursuing options in all available debt markets to address the maturity and bolster liquidity. While it is possible that the Company's sponsor, Centerbridge Partners, may provide capital to support the Company's liquidity, there are no indications of support at this time. As such, DBRS sees an increasing risk of a potential distressed debt exchange for holders of the August 2021 notes. The Negative Trend considers DBRS Morningstar's expectation that the recovery in global passenger volumes will be gradual and lengthy likely leading to a sustained period of airline bankruptcies and subdued demand for aircraft, which will create meaningful headwinds for aircraft lessors, including Voyager. RATING DRIVERS The trend on the ratings would return to Stable and the notching between the Issuer Rating and Long-Term Senior Debt ratings would be narrowed should Voyager successfully refinance its August 2021 Notes without losses to bondholders. Improving earnings generation supported by growth in the portfolio that broadens diversification by customer and aircraft type along with continued sound lessee performance would result in an upgrade of the ratings. Conversely, an inability to successfully refinance the August 2021 Notes would lead to a downgrade of the ratings. Voyager's ratings would also be downgraded should the challenging operating environment created by the coronavirus pandemic lead to notable and sustained rent deferrals that pressure cash flow generation, or if earnings were to be pressured by impairments on the value of the aircraft, or if revenue generation were to be impacted by a customer default or early lease terminations. RATING RATIONALE DBRS Morningstar considers the strategic partnership agreement entered into in 2018 between Voyager and Amedeo as fortifying and enhancing Voyager's franchise. Established in 2013, Amedeo is a global leader in investing and managing widebody aircraft with approximately $7.0 billion of assets under management. Under the agreement, Amedeo provides management, aircraft support and asset selection for Voyager in return for a management fee. In DBRS Morningstar's view, Voyager benefits from the broader aircraft transaction sourcing capabilities through the Amedeo platform and potentially better disposition results. Indeed, in October 2020, Voyager announced it had entered into a sale-leaseback transaction with Breeze Airways for five A220-300 aircraft with deliveries beginning in 1Q22. DBRS notes that this is the first transaction sourced and arranged for Voyager by Amedeo, and importantly, requires no capital expenditures from Voyager until the delivery of the aircraft. While the repositioning of the aircraft portfolio initiated in 2018 has been a positive for Voyager's risk profile, the Company's earnings have been adversely affected. DBRS Morningstar had originally considered this to be temporary and expected earnings generation to be restored to a positive trajectory as Voyager deployed capital to purchase additional aircraft. However, the severe downtown in the global aviation industry brought on by the coronavirus disease has created a substantial headwind that has delayed the restoration of earnings. For 9M20, the Company's net loss of $17.7 million, was reduced from a net loss of $71.3 million in 9M19. The smaller loss reflects the absence of impairment charges and loss on sale of aircraft incurred in 9M19 as Voyager completed the repositioning of the portfolio. The results also reflect lower rental revenue due to the smaller aircraft portfolio partially offset by reduced operating expenses. Voyager's aircraft portfolio is modest in size and comprised of young widebody aircraft with long attached leases (no lease expirations until 2022) to flag or sovereign-backed carriers, which in the current challenging environment has been a positive for the risk profile. Importantly, Voyager has no orders for new aircraft with any of the original equipment manufacturers. The absence of a new aircraft order book, as well as minimal aircraft placement risk over the near term are also beneficial for Voyager's risk profile. However, the portfolio remains concentrated by customer, geography and aircraft type relative to many of its industry peers, which exposes Voyager to potential losses should an airline customer default or rent deferrals be requested from a material portion of the customer base. DBRS Morningstar notes that any potential losses on the rent deferrals are partially mitigated by security deposits in the form of cash or letters of credit, as well as maintenance reserves held by Voyager. Voyager's capitalization continues to be acceptable. On September 30, 2020, the Company's tangible common equity (TCE) ratio was 19.9%. The Company's funding remains reliant on secured forms of wholesale funding. On September 30, 2020, outstanding debt totaled $1.4 billion, of which 72% was comprised of secured financing. Liquidity was limited with $14.1 million of unrestricted cash at 3Q20. Subsequent to quarter end, Voyager announced that it entered into an agreement to convert an operating lease on a freighter aircraft to a finance lease, and had signed a letter of intent for a second transaction with similar conditions. These transactions will generate material liquidity for the Company, which will be used for general corporate purposes. Notes: All figures are in U.S. dollars unless otherwise noted. WC 56 EAST AVENUE: Court Approves Disclosure Statement ------------------------------------------------------ Judge Tony M. Davis has entered an order approving the Disclosure Statement filed by WC 56 East Avenue, LLC, and setting a hearing to consider confirmation the Debtor's Plan for Feb. 8, 2021 at 2:45 p.m. (CT), at the U.S. Bankruptcy Court, Courtroom No. 1, 903 San Jacinto Blvd., Austin, Texas. Jan. 15, 2021 is fixed as the last day for 56 East Avenue, L.P. ("Lender") to file and serving a written objection to confirmation of the Plan (the "Lender's Objection"). The deadline for the Debtor to file a response to the Lender's Objection is Jan. 22, 2021. The deadline for the Lender to file a reply is January 29, 2021. Feb. 1, 2021 at 5:00 p.m. (CT) is also fixed, as the last day for filing and serving written objections to confirmation of the Plan for all parties other than the Lender. Feb. 1, 2021 at 5:00 p.m. (CT) is fixed as the last day for submitting ballots for acceptances or rejections of the Plan. By Feb. 4, 2021, counsel for the Debtor must file with the Court (a) a ballot summary in the form required by Local Bankruptcy Rule 3018(b) with a copy of the ballots and (b) a memorandum of legal authorities addressing any unresolved objections filed to the Plan. About WC 56 East Avenue WC 56 East Avenue, LLC, is a single asset real estate debtor, as defined in Section 101(51B) of the Bankruptcy Code. It owns 56 East Avenue, a 1.12 acre parcel located in the Rainey Street District in downtown Austin. WC 56 East Avenue sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 19-11649) on Dec. 2, 2019, in Austin, Texas. In the petition signed by Brian Elliott, the Debtor's corporate counsel, the Debtor was estimated to have between $10 million and $50 million in both assets and liabilities. Judge Tony M. Davis is assigned to the case. The Debtor tapped Waller Lansden Dortch & Davis, LLP, as its legal counsel, and Lain, Faulkner & Co., P.C., as its accountant. [*] 18 Chain Retailers That Shut Stores in Virginia in 2020 ----------------------------------------------------------- Deb Belt of Patch (Virginia) reports even before boutiques and malls were shut down by the coronavirus outbreak, traditional brick-and-mortar establishments saw a nosedive in revenue and popularity with the emergence of e-commerce companies such as Amazon and Walmart. Other chains that closed some or all of their Virginia stores in 2020 include Pier 1 Imports, Bed Bath & Beyond, Sears, Kmart, Motherhood Maternity, and Dressbarn. The parent company of clothing retailers including Justice, Lane Bryant, Ann Taylor, LOFT, Catherine's and Cacique filed for Chapter 11 bankruptcy in 2020 and announced plans to close about half its 2,800 stores, including 76 Ann Taylor, LOFT and Lou & Grey stores, more than 600 Justice stores and all Catherine's plus-size clothing store locations. A record 9,300-plus store closings were announced in 2019, and that number could be even higher by the end of 2020, according to a report by Business Insider. Here are several companies that closed their doors in 2020 due to economic fallout from the public health crisis: * Papyrus The greeting card and gift chain's 260 stores (down from 450) entered liquidation in January 2020 to close all of its stores across the country, according to Fortune. The chain operated three Washington, D.C., stores and six Virginia stores, including shops in McLean, Arlington, Alexandria and Fairfax. * Macy's The department store chain in early February 2020 announced plans to close 125 stores over the next three years, around a fifth of its brick-and-mortar footprint. Macy's said it plans to close 125 stores over the next three years. While it was unknown which locations will be shuttered, the news could impact some of the 17 Macy's stores in Washington, D.C., and Virginia. * Pier 1 The home furnishings chain in May 2020 announced plans to shutter all of its 541 stores. The company said it would reopen its stores after the pandemic but only long enough to sell off its inventory. In January 2020 the company took a first step toward closure saying it would likely close half of its stores to "better align its business with the current operating environment." A dozen Virginia stores, including one each in Manassas, Falls Church, Arlington and Alexandria, were removed from the chain's website. * J. Crew The preppy clothier was the first major retailer in the U.S. to file for bankruptcy last May 2020 after the pandemic started. J. Crew has 10 stores in the District of Columbia and northern Virginia and filed in May 2020 for bankruptcy protection -- the first major retailer to do so since the coronavirus pandemic began and caused businesses to close their doors. * Catherine's The affordable plus-sized clothing retailer for women is shuttering nine stores in Virginia. Parent company Ascena filed for bankruptcy in July 2020. * H&M H&M, a low-cost fashion retailer based in Sweden with stores in many northern Virginia malls and the District of Columbia, said in October 2020 it plans to close up to 250 stores next year because of decreased foot traffic. Specific stores set for closure were not released. * LOFT Two Ann Taylor's LOFT outlet stores closed, including a location at 662 W. Diversey Ave. in Chicago and one in Gurnee Mills. The Lou & Grey store at 3442 N. Southport Ave. in Chicago also shuttered. Disrupted by the COVID-19 pandemic, parent company Ascena blamed the pandemic for negatively impacting "meaningful progress" toward getting the company back on track financially. Ascena filed for Chapter 11 bankruptcy in July 2020. * Men's Wearhouse Citing a lack of demand for men's business attire during the coronavirus shutdown, parent Joseph A. Bank filed for bankruptcy in August 2020. The chain has 19 stores in Virginia, according to its website. * Regal Cinemas The second-largest cinema chain announced in October 2020 that it was suspending operations in the United States due to the pandemic. Regal Cinemas closed 543 movie theaters, including 29 in Virginia. * Justice The parent company of clothing retailers including Justice, Lane Bryant, Ann Taylor, LOFT, Catherine's, Lou & Grey and Cacique filed for Chapter 11 bankruptcy in July 2020. Ascena Retail Group announced plans to close about half its 2,800 stores. In Virginia, 17 Justice stores will reportedly close, along with nine Catherine's stores and LOFT Outlet will close in Potomac Mills Mall. * Bed, Bath & Beyond Bed Bath & Beyond closed one northern Virginia store this fall; it was among 200 locations nationwide the housewares chain shuttered by the end of 2020. The store in Virginia scheduled to close by Dec. 31, 2020 was at 900 Army Navy Drive in Arlington. Company officials said in May 2020 that the stores "no longer meet the standards our customers expect from us." * Gap Two Gap clothing stores in Virginia closed in January 2020. The store closure was part of a plan announced in 2019 to close 230 stores across the country. The two stores that closed were located at 1534 Rio Road E. in Charlottesville and 21100 Dulles Town Circle in Dulles, the company said. Gap management said the stores that closed were either underperforming or no longer fit the vision for the future of the company. * Lord & Taylor Lord & Taylor closed its remaining stores earlier in 2020 after owner Le Tote filed for bankruptcy. The closings included stores in Northern Virginia, its Tysons Corner Center store and its Dulles Town Center store in Sterling. While the chain had hoped to weather the storm, by August all stores across the country were shuttered. * Nordstrom Nordstrom closed some stores across the country in 2020, but Nordstrom Rack stores in Arlington and Fairfax reopened in mid-June 2020 as coronavirus restrictions eased. * Sears Sears closed four locations in Virginia while owner Transformco also closed K-Mart stores in multiple states. * Stein Mart The 112-year-old company announced in mid-August 2020 it was closing its Virginia stores, and all others, due to changing consumer spending habits exacerbated by the global pandemic. After temporarily closing its stores due to the pandemic in March, the company had reopened all its stores by June 15, 2020, then announced its bankruptcy filing. * Sur La Table Sur La Table closed 50 stores, including one in northern Virginia. It said it is thriving in the e-commerce market, and "believes that it is exceptionally well-positioned to thrive in the post-COVID-19 world, as food, cooking and in-home entertainment continue to capture increasing mind share of consumers." * J.C. Penney Department store giant J.C. Penney will close 242 of its 846 stores over the next two years. The 118-year-old chain based in Plano, Texas, filed for Chapter 11 bankruptcy in 2020. The company said its financial restructuring is due to the coronavirus pandemic and its impact on retailers. [*] Small Truckers Hit by Pandemic, Oil Glut -------------------------------------------- Clarissa Hawes of FreightWaves reported that in 2020, the U.S. trucking industry was turned on its head by a pandemic and an oil glut that forced many small fleets and owner-operators to file for bankruptcy protection. According to the American Trucking Associations, 97% of U.S. trucking companies operate fewer than 20 trucks, and 91% have six or fewer. As the demand for essential goods skyrocketed throughout March amid the COVID-19 pandemic, larger trucking companies were able to pivot faster than smaller fleets that didn't have the necessary equipment, finances or drivers to haul critical medical and food supplies. Owners who didn't adjust their business models -- or didn't react quickly didn't survive. Small-business truckers who relied on the oil and gas industry were hit with a double whammy beginning in March 2020 as an oil glut and slumping sales amid the COVID-19 pandemic forced several oil and gas companies to file for bankruptcy protection. As large and small energy companies sought protection from creditors, many small-business truckers were left in the lurch with unpaid freight bills. Other carriers cited legal woes, alleged embezzlement by former employees and nuclear verdicts as the primary reasons for filing for either Chapter 7 or 11 bankruptcy protection in 2020. Impact of Saudi Arabia, Russia price war While Oklahoma-based Beaver Express Services, an LTL trucking company that hauled oilfield supplies, did not file for bankruptcy protection in 2020, the 77-year-old, family-owned carrier was forced to cease operations in March 2020. A second Oklahoma carrier, Stone Trucking Company, shut down in June, citing the "coronavirus natural disaster" as the reason the 75-year-old company ceased operations. The carrier had 73 drivers and 95 trucks at the time it ceased operations, according to the Federal Motor Carrier Safety Administration's SAFER website. These closures signaled a wave of bankruptcy filings by businesses, including small-business truckers, that relied on the oil and gas industry in 2020. * Jamco Services LLC Jam Construction was among the more than 1,260 oilfield services companies in Texas that received loans to stay afloat during the COVID-19 pandemic through the U.S. Small Business Administration's Paycheck Protection Program (PPP). Small-business truckers are owed hundreds of thousands of dollars after Jamco Services LLC, an oilfield construction and heavy equipment company doing business as Jam Construction, filed for Chapter 11 protection in November 2020. * Eagle Pressure Controls LLC, Eagle PCO LLC Texas oilfield services company Eagle Pressure Controls LLC and its wholly owned subsidiary, Eagle PCO LLC of Navasota, Texas, filed for Chapter 11 bankruptcy protection in November 2020, leaving small-business truckers that haul oilfield equipment in the lurch. The company filed its petition three months after the Occupational Safety and Health Administration (OSHA) slapped it with a hefty fine following a fatal oil well fire that killed three workers in January 2020. * Grimmett Brothers Texas-based Grimmett Brothers, a heavy-haul and earth-moving company, filed for Chapter 11 bankruptcy protection in October 2020, despite being approved for between $350,000 and $1 million through the PPP to stay afloat during the pandemic. According to court filings, this marked the second time in four years that family-owned Grimmett Brothers had filed bankruptcy. Grimmett Brothers is an intrastate carrier with 34 power units and 27 drivers. * Bainbridge Uinta Holding and subsidiary, Bainbridge Uinta Several trucking companies are collectively owed hundreds of thousands of dollars after Texas-based oil and gas company Bainbridge Uinta Holding and subsidiary, Bainbridge Uinta, filed for Chapter 11 bankruptcy protection in September 2020. * Ease N On Trucking LLC Pleasanton, Texas-based Ease N On Trucking LLC, which hauled oilfield equipment, filed for Chapter 7 protection in mid-April 2020. The carrier had 28 power units and 31 drivers at the time of its closure. The company's operating authority was revoked on Nov. 14, 2019, after its insurance was canceled six days earlier, according to FMCSA data. Legal woes, nuclear verdicts Some carriers cite legal woes, including nuclear verdicts and/or alleged mismanagement of funds by former co-founders or employees, as the reasons the companies filed for bankruptcy in 2020. While Arkansas-based trucking company, RCX Solutions Inc., closed its doors on March 2, 2020, citing a nuclear verdict and soaring insurance costs, the carrier didn't file for bankruptcy protection in 2020. Company president Randy Clifton told FreightWaves that RCX Solutions has been fighting a legal battle stemming from a fatal crash in 2015 that resulted in a $23 million "nuclear verdict" in 2017. While the U.S. Circuit Court of Appeals for the Fifth Circuit lowered the amount to $7.5 million in late 2019, Clifton said RCX could not climb out of debt to continue operating. * Terrill Transportation Inc. California-based trucking and warehousing company, Terrill Transportation Inc., forced to cease operations more than a year ago, filed for Chapter 7 liquidation in mid-October. Bankruptcy attorney Keith McAllister, who represents the shuttered carrier, alleged embezzlement by a former employee was among the top factors that precipitated the filing. At the time of its closure in July of 2019, Terrill Trucking had 30 trucks and 36 company drivers. It also had 12 owner-operators. * FALC Enterprises FALC Enterprises of El Paso, Texas, filed its petition in the U.S. Bankruptcy Court for the Western District of Texas in September 2020. The FMCSA revoked FALC's operating authority in February 2020. Its insurance policy was canceled in late January 2020. * Deluxe Express Inc. Deluxe Express Inc. of Plainfield, Illinois, filed for Chapter 11 bankruptcy protection in July 2020, citing soaring insurance rates after one of its drivers was involved in a fatal crash on Interstate 80 near Laramie, Wyoming, in March 2019. The trucking company has 13 power units and lists 13 drivers, according to FMCSA records. Deluxe Express and another motor carrier were named in a wrongful death lawsuit filed in February 2020 by the family of a man killed in the deadly pileup involving three trucking companies. * Park Transportation Inc. Park Transportation Inc. of Bensenville, Illinois, filed for Chapter 11 bankruptcy in June 2020 after its principal lender, Royal Savings Bank, and its landlord DCT Cargo LLC, filed lawsuits against the carrier because it was unable to pay its financial obligations, according to court filings. At the time of its bankruptcy filing, the carrier had 98 power units and 83 drivers, according to FMCSA's SAFER website. * D.M. World Transportation LLC DM World Transportation LLC of Longwood, Florida, filed for Chapter 11 bankruptcy protection in May 2020. The petition was filed just two weeks after a trailer leasing company filed a motion for final summary judgment in a breach-of-contract lawsuit against the carrier and Abduvosit Razikov, the company's chief executive officer, for nearly $1.3 million. At the time of its bankruptcy filing, the carrier had 111 power units and 218 drivers, according to FMCSA's SAFER website. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Elite Urgent Care and Family Health, LLC Bankr. D. Neb. Case No. 20-41659 Chapter 11 Petition filed December 28, 2020 See https://www.pacermonitor.com/view/5K5JMWQ/Elite_Urgent_Care_and_Family_Health__nebke-20-41659__0001.0.pdf?mcid=tGE4TAMA represented by: Galen E. Stehlik, Esq. STEHLIK LAW FIRM, P.C., L.L.O. E-mail: galen.stehlik@stehliklawfirm.com In re Thomas Kutrubes Bankr. D. Colo. Case No. 20-18219 Chapter 11 Petition filed December 30, 2020 represented by: Aaron A. Garber, Esq. WADSWORTH GARBER WARNER CONRARDY E-mail: agarber@wgwc-law.com In re The Demetrios Estiatorio LLC Bankr. M.D. Fla. Case No. 20-03677 Chapter 11 Petition filed December 30, 2020 See https://www.pacermonitor.com/view/6PEQ4VI/The_Demetrios_Estiatorio_LLC__flmbke-20-03677__0001.0.pdf?mcid=tGE4TAMA represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC E-mail: jason@jasonAburgess.com In re Mark Hirsch Bankr. S.D. Fla. Case No. 20-24096 Chapter 11 Petition filed December 30, 2020 represented by: Gary Murphree, Esq. In re George Marcantonio Bankr. W.D. Mich. Case No. 20-90213 Chapter 11 Petition filed December 30, 2020 In re Home Comberation LLC Bankr. E.D.N.Y. Case No. 20-44441 Chapter 11 Petition filed December 30, 2020 See https://www.pacermonitor.com/view/BRSXZWI/Home_Comberation_LLC__nyebke-20-44441__0001.0.pdf?mcid=tGE4TAMA represented by: Btzalel Hirschhorn, Esq. SHIRYAK, BOWMAN, ANDERSON, GILL & KADOCHNIKOV, LLP E-mail: Bhirschhorn@sbagk.com In re Bullet Transport, LLC Bankr. D.S.C. Case No. 20-04647 Chapter 11 Petition filed December 30, 2020 See https://www.pacermonitor.com/view/2DA4DFY/Bullet_Transport_LLC__scbke-20-04647__0001.0.pdf?mcid=tGE4TAMA represented by: Robert H. Cooper, Esq. THE COOPER LAW FIRM E-mail: rhcooper@thecooperlawfirm.com In re Villagio Carlsbad Cottages LLC Bankr. S.D. Cal. Case No. 20-06247 Chapter 11 Petition filed December 31, 2020 See https://www.pacermonitor.com/view/P3YDNRY/Villagio_Carlsbad_Cottages_LLC__casbke-20-06247__0001.0.pdf?mcid=tGE4TAMA represented by: Vik Chaudhry, Esq. VC LAW GROUP, LLP E-mail: vik@thevclawgroup.com In re Balloon Boy, Inc. Bankr. M.D. Fla. Case No. 20-09491 Chapter 11 Petition filed December 31, 2020 See https://www.pacermonitor.com/view/CI2NJPI/Balloon_Boy_Inc__flmbke-20-09491__0001.0.pdf?mcid=tGE4TAMA represented by: Richard J. Cole, III, Esq. COLE & COLE LAW, P.A. E-mail: RJC@COLECOLELAW.COM In re Richard Archibald McGrath and Jane McGrath Bankr. M.D. Fla. Case No. 20-03689 Chapter 11 Petition filed December 31, 2020 represented by: Richard Perry, Esq. RICHARD A. PERRY P.A. In re Michael Lawrence McClung Bankr. M.D. Fla. Case No. 20-09492 Chapter 11 Petition filed December 31, 2020 represented by: Richard Cole, Esq. In re Marco Realty Inc Bankr. W.D. Mich. Case No. 20-90214 Chapter 11 Petition filed December 31, 2020 See https://www.pacermonitor.com/view/2NZVMCI/Marco_Realty_Inc__miwbke-20-90214__0001.0.pdf?mcid=tGE4TAMA represented by: Rudolph F. Perhalla, Esq. E-mail: perhallalawoffice@hotmail.com In re Salvatore Marzella Bankr. D.N.J. Case No. 20-24073 Chapter 11 Petition filed December 31, 2020 represented by: Steven Abelson, Esq. In re OPS Accounting, Inc. Bankr. N.D. Ill. Case No. 21-00001 Chapter 11 Petition filed January 1, 2021 See https://www.pacermonitor.com/view/CC2PSAQ/OPS_Accounting_Inc__ilnbke-21-00001__0001.0.pdf?mcid=tGE4TAMA represented by: David Freydin, Esq. LAW OFFICES OF DAVID FREYDIN E-mail: david.freydin@freydinlaw.com In re Parmelee Investments LLC Bankr. C.D. Cal. Case No. 21-10002 Chapter 11 Petition filed January 3, 2021 See https://www.pacermonitor.com/view/UKSDPAI/Parmelee_Investments_LLC__cacbke-21-10002__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew Abbasi, Esq. ABBASI LAW CORPORATION E-mail: matthew@malawgroup.com In re Michael Marsh Bankr. S.D. Iowa Case No. 21-00002 Chapter 11 Petition filed January 3, 2021 represented by: William Breedlove, Esq. In re Joseph Yerardi Bankr. D. Mass. Case No. 21-10002 Chapter 11 Petition filed January 3, 2021 represented by: Michael Van Dam, Esq. In re Remy's HT RN LLC Bankr. C.D. Cal. Case No. 21-10026 Chapter 11 Petition filed January 4, 2021 See https://www.pacermonitor.com/view/SGLY3SI/Remys_HT_RN_LLC__cacbke-21-10026__0001.0.pdf?mcid=tGE4TAMA represented by: Stella Havkin, Esq. HAVKIN & SHRAGO ATTORNEYS AT LAW E-mail: stella@havkinandshrago.com In re The Divide & Conquer Company LLC dba Fit Body Boot Bankr. C.D. Cal. Case No. 21-10036 Chapter 11 Petition filed January 4, 2021 See https://www.pacermonitor.com/view/GGTWAPQ/The_Divide__Conquer_Company_LLC__cacbke-21-10036__0001.0.pdf?mcid=tGE4TAMA represented by: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER E-mail: michael.berger@bankruptcypower.com In re Thresiamma Mathew Bankr. C.D. Cal. Case No. 21-10027 Chapter 11 Petition filed January 4, 2021 represented by: Stella Havkin, Esq. In re Yevgeny Morozov and Maya Morozov Bankr. M.D. Fla. Case No. 21-00007 Chapter 11 Petition filed January 4, 2021 In re ASG Operations, LLC Bankr. S.D. Fla. Case No. 21-10015 Chapter 11 Petition filed January 4, 2021 See https://www.pacermonitor.com/view/QKYQZVQ/ASG_Operations_LLC__flsbke-21-10015__0001.0.pdf?mcid=tGE4TAMA represented by: Bart Houston, Esq. THE HOUSTON FIRM, P.A. E-mail: bhouston@thehoustonfirm.com In re James E Dopson, MD Bankr. N.D. Ga. Case No. 21-50032 Chapter 11 Petition filed January 4, 2021 represented by: William A. Rountree, Esq. ROUNTREE LEITMAN & KLEIN, LLC In re Ronald Joe Everidge, Jr. and Jeanna Dunmon Everidge Bankr. M.D. Ga. Case No. 21-50008 Chapter 11 Petition filed January 4, 2021 In re Neet Dreams LLC Bankr. N.D. Ga. Case No. 21-50047 Chapter 11 Petition filed January 4, 2021 See https://www.pacermonitor.com/view/S4IPPNQ/Neet_Dreams_LLC__ganbke-21-50047__0001.0.pdf?mcid=tGE4TAMA represented by: David S. Perrie, Esq. PERRIE & ASSOCIATES, LLC E-mail: stephanielee@perrielaw.com In re Curtis Dean Wagler and Lori Beth Wagler Bankr. S.D. Iowa Case No. 21-00003 Chapter 11 Petition filed January 4, 2021 represented by: Steven Klesner, Esq. In re Robin Thomas Koenig Bankr. D. Ore. Case No. 21-60003 Chapter 11 Petition filed January 4, 2021 represented by: Ted Troutman, Esq. In re Oscar Ray Moses, Jr. and Aubree Michelle Moses Bankr. D.S.C. Case No. 21-00015 Chapter 11 Petition filed January 4, 2021 represented by: Robert H. Cooper, Esq. THE COOPER LAW FIRM In re De La Reina Development Corporation Bankr. S.D. Tex. Case No. 21-30012 Chapter 11 Petition filed January 4, 2021 See https://www.pacermonitor.com/view/CIN4EWI/De_La_Reina_Development_Corporation__txsbke-21-30012__0001.0.pdf?mcid=tGE4TAMA represented by: Christian M. Sternat, Esq. ATTORNEY AT LAW E-mail: chrissternat@hotmail.com In re North Channel Assistance Ministries Bankr. S.D. Tex. Case No. 21-30019 Chapter 11 Petition filed January 4, 2021 See https://www.pacermonitor.com/view/AQXKXII/North_Channel_Assistance_Ministries__txsbke-21-30019__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re JANA, LLC Bankr. C.D. Cal. Case No. 21-10005 Chapter 11 Petition filed January 5, 2021 See https://www.pacermonitor.com/view/TPCK3EQ/JANA_LLC__cacbke-21-10005__0001.0.pdf?mcid=tGE4TAMA represented by: Matthew Abbasi, Esq. ABBASI LAW CORPORATION E-mail: matthew@malawgroup.com In re Mary Cecilia Ridgeway Bankr. C.D. Cal. Case No. 21-10018 Chapter 11 Petition filed January 5, 2021 represented by: Summer Shaw, Esq. In re Bradley B. Spice Bankr. E.D. Mich. Case No. 21-40040 Chapter 11 Petition filed January 5, 2021 represented by: Samuel Firebaugh, Esq. In re LAN Doctors, Inc. Bankr. D.N.J. Case No. 21-10041 Chapter 11 Petition filed January 5, 2021 See https://www.pacermonitor.com/view/RSWFLMA/LAN_Doctors_Inc__njbke-21-10041__0001.0.pdf?mcid=tGE4TAMA represented by: Timothy P. Neumann, Esq. BROEGE, NEUMANN, FISCHER & SHAVER LLC E-mail: tneumann@bnfsbankruptcy.com In re Helene Thaissa Bergman Bankr. S.D. Tex. Case No. 21-30035 Chapter 11 Petition filed January 5, 2021 In re James S. Webb Bankr. E.D. Va. Case No. 21-10011 Chapter 11 Petition filed January 5, 2021 represented by: Christopher Rogan, Esq. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. 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