/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210113.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 13, 2021, Vol. 25, No. 12 Headlines 110 WEST PROPERTIES: Hires 'Ordinary Course' Professionals 110 WEST PROPERTIES: Seeks to Hire BBG Inc. as Appraiser 203 W 107 STREET: Hires Belkin Burden as Special Counsel 3804 WILSON: Case Summary & 6 Unsecured Creditors AMBICA M&J : Case Summary & 4 Unsecured Creditors AMERICAN CRYOSTEM: Incurs $1.2 Million Net Loss in Fiscal 2020 BC HOSPITALITY: Auction of Substantially All Assets on March 1 BGF SERVICES: Selling Reston Residential Property for $690K BLUE STAR DONUTS: Sortis Is Plan Sponsor; CEO Poppe to Stay BM318 LLC: All Claims Will be Paid in Full BOY SCOUTS OF AMERICA: Victims Will Sue to Get $667M Asset Pool CANAL CORPORATION: Unsecured Creditors to Recover 4.2% in WTM Plan CANTWELL WOODWORKING: Hires Adelstein & Kaliner as Counsel CHRISTOPHER & BANKS: Receives Default Notices COACHELLA VINEYARD: Lev Says Disclosures Inadequate COMCAR INDUSTRIES: Term Lenders Get 70% in Liquidating Plan COMMUNITY INTERVENTION: Hires 'Ordinary Course' Professionals COMMUNITY INTERVENTION: Hires Casner & Edwards as Legal Counsel COMMUNITY INTERVENTION: Hires Duff & Phelps as Investment Banker COMMUNITY INTERVENTION: Hires Getzler Henrich as Financial Advisor CYPRUS MINES: May File Chapter 11 in Weeks as Part of Imerys Deal CYTODYN INC: Incurs $34.96 Million Net Loss in Second Quarter DARLING INGREDIENTS: Fitch Assigns First-Time 'BB+' LongTerm IDRs DIOCESE OF BUFFALO: Hires Paliare Roland as Special Counsel DOWNTOWN DENNIS: Hires Coldwell Banker as Real Estate Broker DOWNTOWN DENNIS: Hires Donald G. Watts as Accountant DOWNTOWN DENNIS: Hires Marc S. Stern as Counsel EMERALD GRANDE: Seeks Jan. 14 Hearing on Elkview Hotel Auction Sale ENERGY FISHING: To Seek Plan Confirmation on Feb. 12 EVEREST HOTEL: $2.55M Sale of 2 Hotels and Restaurant Approved EXTRACTION OIL: FERC Fights Plan Approval in District Court FADYRO DISTRIBUTORS: Case Summary & 15 Unsecured Creditors FARBER BALLET: Unsecured Creditors Will Recover 30% in Plan FERRELLGAS PARTNERS: Blames Failed Expansion, Debt Load for Woes FRANCESCA'S HOLDINGS: Court Okays Breakup Fee, Stalking Horse Bid FREEMAN HOLDINGS: Moves Plan Confirmation Hearing to Feb. 23 GARRETT MOTION: Hires Foley & Mansfield as Expert Witness GARRETT MOTION: Selects Beefed Up Offer by Centerbridge/Oaktree GENWORTH HOLDINGS: Moody's Lowers Sr. Unsec. Debt Rating to Caa1 GLOBAL ACQUISITIONS: Plan & Disclosures Deadline Moved to Feb. 5 GULFPORT ENERGY: Committee Hires Conway as Financial Advisor GULFPORT ENERGY: Committee Hires Kramer Levin as Legal Counsel GULFPORT ENERGY: Committee Taps Norton Rose as Co-Counsel GULFPORT ENERGY: Seeks to Hire Grant Thornton as Auditor GYPSUM RESOURCES: Hires Jackson Lewis as Special Counsel HIGHLAND CAPITAL: Court Orders Ex-CEO to Stay Away INTERNATIONAL WEALTH: Case Summary & 12 Unsecured Creditors INVESTVIEW INC: MaloneBailey Replaces Haynie & Co. as Accountant IRONCLAD ENCRYPTION: To Present Plan for Confirmation on Feb. 12 IRONCLAD ENCRYPTION: Unsec. Creditors to Recover Up to 50% in Plan JAGDAMBA II CORP: Case Summary & 19 Unsecured Creditors JAGUAR HEALTH: Issues 2.66M Common Shares from Dec. 28 to Jan. 7 JB HOLDINGS: Hires Kelley Fulton as Counsel JET REAL ESTATE: Hires Murray Weber as Real Estate Broker LEWIS E. WILKERSON, JR.: Selling Prince Edward Property for $48K LIGHTHOUSE RESOURCES: Fails to Locate Buyer for Export Terminal LONGHORN JUNCTION: Badarpura Buying Georgetown Property for $1.6M LUIS DANIEL OCHOA: Selling 1965 Shelby Cobra Through Crevier M&M MANAGEMENT: Seeks to Hire Daniel L. Freeland as Legal Counsel M-TRANCONSTRUCTION: Says Disclosure Requirements Satisfied MAHA LAXMI: Case Summary & 14 Unsecured Creditors MEDASSETS SOFTWARE: Moody's Assigns First Time 'B3' CFR MOMENTIVE PERFORMANCE: Moody's Retains B3 Rating Amid KCC Deal MONAKER GROUP: Subsidiary Increases Stake in Longroot Cayman to 75% MUSCLEPHARM CORP: William Bush Quits from Board of Directors NEW YORK HOSPITALITY: Vishal Dave Buying All Assets for $3.8 Mil. NORTHERN OIL: Reports Business and Operations Update NORTHWEST HARDWOODS: Court Confirms Prepackaged Plan NORTHWOODS.CONSTRUCTION: Unsec. Creditors to Recover 20% in Plan NPC INTERNATIONAL: Pizza Hut Won't Fight Sale of Locations to Flynn OBITX INC: Incurs $139,569 Net Loss in Third Quarter PBS BRAND: Hires Gavin Solmonese as Financial Advisor PBS BRAND: Seeks to Hire Ordinary Course Professionals PLANVIEW PARENT: Moody's Affirms B3 CFR, Outlook Stable PROFESSIONAL INVESTORS: Affiliate Seeks to Hire Real Estate Agent PROTECTIVE INDUSTRIAL: S&P Assigns 'B-' ICR; Outlook Stable RAMARAMA INC: Court Rules Disclosure Statement Needed in Case REAL ESTATE RECOVERY: Selling Thousand Palms Property for $185K RIVERBED PARENT: S&P Downgrades ICR to 'SD' on Distressed Exchange RIVERBED TECHNOLOGY: Moody's Cuts PDR to D-PD Amid Restructuring ROCKET TRANSPORTATION: Hires 360 Capital as Financial Advisor RUBY TUESDAY: Landlord Asks Court to Compel Back Rent Payment RUNAMUK RIDES: Hires Swenson Law Group as Attorney SHAPPHIRE RESOURCES: Unsecured Creditors to Recover 10% in Plan SHARPE CONTRACTORS: Hires Wiggam & Greer as Attorney SPHIER EMERGENCY: Hires Kyle Law Group as Attorney STANDARD BAKERY: Plan of Reorganization Confirmed by Judge STUDIO MOVIE: Sets Sale Procedures for De Minimis Assets SUGARLOAF HOLDINGS: Trustee Selling All Assets to Farms, LLC SUMMIT VIEW: Hires Addison Law as Special Counsel SUNPOWER CORP: To Close Hillsboro Manufacturing Plant TEA OLIVE: Case Summary & 20 Largest Unsecured Creditors TERRESTRIAL DEVELOPMENT: Case Summary & 3 Unsecured Creditors TRUCK HOLDINGS: S&P Affirms 'B-' ICR Following Leveraged Buyout UPLAND POINT: Seeks Confirmation of Amended Plan VALARIS PLC: Keeps Exclusive Control of Bankruptcy Case VIANT MEDICAL: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR VINE OIL: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable WARDMAN HOTEL: Case Summary & 4 Unsecured Creditors WEINSTEIN CO: Court Okays $6 Million Film License Settlement WHITE STALLION: Committee Hires Cooley LLP as Lead Counsel WHITE STALLION: Committee Hires Province LLC as Financial Advisor WHITE STALLION: Committee Hires Robinson & Cole as Del. Counsel WHITE STALLION: Hires Prime Clerk as Administrative Advisor WHITE STALLION: Hires Young Conaway as Bankruptcy Co-Counsel WHITE STALLION: Seeks to Hire FTI as Restructuring Advisor WILDFIRE INC: Case Summary & 20 Largest Unsecured Creditors WILSON ORGANIC: Bartley Buying Reidsville Property for $125K WPX ENERGY: Moody's Reviews Ba3 CFR for Upgrade on Devon Merger ZAYAT STABLES: Owner Asks Court to Toss Loan Fraud Lawsuit ZENERGY BRANDS: Liquidating Plan Approved After Creditor Settlement [] Hawaii Bankruptcies Declined in 2020 Despite COVID-19 Pandemic ********* 110 WEST PROPERTIES: Hires 'Ordinary Course' Professionals ---------------------------------------------------------- 110 West Properties LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ professionals utilized in the ordinary course. The motion, if granted, would allow the Debtors to hire "ordinary course professionals" without filing separate employment applications and fee applications. The OCPs include Hammonds & Frey Accountancy Corp. and Hunter & Company CPAs, which have provided the Debtors with accounting services and management and administrative services. The Debtors paid the sum of $18,497 to Hammonds & Frey and $40.392.44 to Hunter & Company for their post-petition services. The OCPs can be reached at: Ian Hunter Hunter & Company CPAs 1243 Alpine Rd Suite 222 Walnut Creek, CA 94596 Phone: +1 925-378-3108 -- and -- Doug Hammonds Hammonds & Frey Accountancy Corp. 26650 The Old Rd Valencia, CA 91381 Phone: (661) 253-4009 Fax: (661) 253-4036 Email: doug@hammondsfrey.com About 110 West Properties LLC 110 West Properties, LLC, a privately held company in Los Angeles, filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-24048) on Nov. 29, 2019. The petition was signed by Richard K. Ullman, Sr. of RU, LLC, manager of the Debtor. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Neil W. Bason oversees the case. Dykema Gossett LLP is the Debtor's legal counsel. 110 WEST PROPERTIES: Seeks to Hire BBG Inc. as Appraiser -------------------------------------------------------- 110 West Properties LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ BBG, Inc. to conduct an appraisal of their real properties in Los Angeles. The properties are being leased to Shamrock Parking, Inc., which uses the properties to operate a commercial parking facility. BBG agreed to a fixed flat fee of $4,500. BBG is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Scott R. Shulze BBG Inc. 527 W. Seventh Street, Suite 902 Los Angeles, CA 90014 Phone: 818-388-2000 Email: sshulze@bbgres.com About 110 West Properties LLC 110 West Properties, LLC, a privately held company in Los Angeles, filed a voluntary Chapter 11 petition (Bankr. C.D. Cal. Case No. 19-24048) on Nov. 29, 2019. The petition was signed by Richard K. Ullman, Sr. of RU, LLC, manager of the Debtor. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Neil W. Bason oversees the case. Dykema Gossett LLP is the Debtor's legal counsel. 203 W 107 STREET: Hires Belkin Burden as Special Counsel -------------------------------------------------------- 203 W 107 Street LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Belkin Burden Goldman, LLP, as special counsel to the Debtor. The 107 Debtors own the properties at 203 West 107th Street, New York, New York; 210 West 107th Street, New York, New York; 220 West 107th Street, New York, New York; and 230 West 107th Street, New York, New York (collectively, the "107 Properties"). The 117 Debtors own the properties at 124-136 East 117th Street, New York, New York; 215 East 117th Street, New York, New York; 231 East 117th Street, New York, New York; 235 East 117th Street, New York, New York; 244 East 117th Street, New York, New York; 316, 322 and 326 East 117th Street, New York, New York; and 1661 Park Avenue New York, New York (collectively, the "117 Properties," with the 107 Properties, the "Properties"). The Debtors require Belkin Burden to assist in landlord tenant disputes, leases, rent regulation and real estate transactional work related to the Properties. Belkin Burden will be paid at these hourly rates of $420 to $710. Belkin Burden will also be reimbursed for reasonable out-of-pocket expenses incurred. Scott F. Loffredo, a partner of Belkin Burden, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Belkin Burden can be reached at: Scott F. Loffredo, Esq. Belkin Burden Goldman, LLP 270 Madison Avenue New York, NY 10016 Tel: (212) 210-1661 About 203 W 107 Street LLC 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. 3804 WILSON: Case Summary & 6 Unsecured Creditors ------------------------------------------------- Debtor: 3804 Wilson Boulevard LLC 115 Park St., SE, Suite 200 Vienna, VA 22180-4653 Business Description: 3804 Wilson Boulevard LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 12, 2021 Court: United States Bankruptcy Court Eastern District of Virginia Case No.: 21-10039 Debtor's Counsel: Steven B. Ramsdell, Esq. TYLER, BARTL & RAMSDELL, PLC 300 N. Washington St., Suite 310 Alexandria, VA 22314 Tel: (703) 549-5000 Fax: (703) 549-5011 Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Raymond C. Schupp, managing member. A copy of the petition containing, among other items, a list of the Debtor's six unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/N5KU3EA/3804_Wilson_Boulevard_LLC__vaebke-21-10039__0001.0.pdf?mcid=tGE4TAMA AMBICA M&J : Case Summary & 4 Unsecured Creditors ------------------------------------------------- Debtor: Ambica M&J Two LLC 17 Old Gick Road Saratoga Springs, NY 12866 Business Description: Ambica M&J Two LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court Northern District of New York Case No.: 21-10014 Judge: Hon. Robert E. Littlefield Jr. Debtor's Counsel: Justin A. Heller, Esq. NOLAN HELLER KAUFFMAN LLP 80 State Street, 11th Floor Albany, NY 12207 Tel: 518-449-3300 Fax: 518-432-3123 E-mail: jheller@nhkllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Niral Patel, secretary. A copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RULLBPI/Ambica_MJ_Two_LLC__nynbke-21-10014__0001.0.pdf?mcid=tGE4TAMA AMERICAN CRYOSTEM: Incurs $1.2 Million Net Loss in Fiscal 2020 -------------------------------------------------------------- American CryoStem Corporation filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $1.18 million on $557,903 of total revenues for the year ended Sept. 30, 2020, compared to a net loss of $1.08 million on $321,647 of total revenues for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $1.47 million in total assets, $1.90 million in total liabilities, and a total shareholders' deficit of $421,199. Fruci & Associates II, PLLC, in Spokane, Washington, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 4, 2021, citing that the Company has incurred significant net losses since inception. This factor raises substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1468679/000101905621000028/acryo_10k.htm About American CryoStem Eatontown, New Jersey-based American CryoStem Corporation (OTC: CRYO) -- http://www.americancryostem.com-- is a developer, marketer and global licensor of patented adipose tissue-based cellular technologies and related proprietary services with a focus on processing, commercial bio-banking and application development for adipose (fat) tissue and autologous adipose-derived regenerative cells (ADRCs). BC HOSPITALITY: Auction of Substantially All Assets on March 1 -------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by BC Hospitality Group, Inc. and its affiliated Debtors in connection with the auction sale of substantially all their assets. The Debtors, in consultation with the Consultation Parties, may select a Stalking Horse Bidder for substantially all of their assets or any grouping or subset of their assets. In such instance, the Debtors will file the Stalking Horse Notice. The Stalking Horse APA will be filed separately from the Stalking Horse Notice and the Debtors will not be required to serve the Stalking Horse APA on any parties. The proposed Bid Protections will be subject to the following requirements: (a) in the aggregate, any Break-Up Fee will not exceed 3% of the Purchase Price by such Stalking Horse Bidder; (b) the Expense Reimbursement will solely be for the actual, reasonable documented costs of the Stalking Horse Bidder, subject to a maximum reimbursement amount of $100,000; (c) no Break-Up Fee or Expense Reimbursement will be paid to a Stalking Horse Bidder that is a DIP Secured Party or insider of the Debtors as that term is defined in section 101(31) of the Bankruptcy Code; and (d) the Consultation Parties do not object to the designation of the Stalking Horse Bidder or to the Bid Protections set forth in the Stalking Horse Notice. The Debtors will file a declaration in support of their Stalking Horse Bidder designation with the Stalking Horse Notice. For the avoidance of doubt, no determination is made in the Order with regard to authorizing any Bid Protections. The Debtors will serve the Stalking Horse Notice on the Sale Notice Parties. If no parties object to the Stalking Horse Notice within five business days after service of the Stalking Horse Notice, the Debtors may submit an order under certification of counsel approving the designation of the Stalking Horse Bidder and the Stalking Horse APA, including any Bid Protections with respect thereto, without the need for further hearing. If an objection to the Stalking Horse Notice is filed and not resolved, or if the proposed Bid Protections do not satisfy the requirements set forth, the Debtors will ask the Court to hold a telephonic hearing to consider approval of the designation of the Stalking Horse Bidder and Stalking Horse APA. They may request that the Court conducts such hearing on the first date it is available that is at least five business days after the applicable Stalking Horse Notice is filed. Upon the entry of an order approving the designation of the Stalking Horse Bidder(s), the obligation of the Debtors to pay the Bid Protections will constitute allowed administrative expense claims arising in their chapter 11 cases. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 25, 2021 at 4:00 p.m. (ET) b. Initial Bid: Each Bid must clearly set forth the terms of any proposed Transaction, including identifying any cash and non-cash components of the proposed Transaction consideration, including, for example, certain liabilities to be assumed by the Acceptable Bidder as part of the Plan; provided that any Bid for the Debtors' assets that constitute DIP Collateral or the New BCHG Interests must (a) provide for the indefeasible payment in cash in full of the DIP Obligations or (b) have the consent of the DIP Secured Parties. c. Deposit: 10% of the aggregate value of the cash and non-cash consideration of the Bid d. Auction: An Auction, if any, will be held at 10:00 a.m. (ET) on March 1, 2021, either via videoconference or at the offices of Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, or such later date and time or location as selected by the Debtors. The Debtors will send written notice of the date, time, and place of the Auction to the Qualified Bidders no later than two business days before such Auction, and will post notice of the date, time, and place of the Auction no later than two business days before such Auction on the website of the Debtors’ notice and claims agent, Epiq Corporate Restructuring, LLC, at https://dm.epiq11.com/bychloe. The bidding at the Auction will be transcribed. e. Bid Increments: 5% of the Baseline Bid or any subsequent Prevailing Highest Bid, unless otherwise determined by the Debtors f. Sale Hearing: March 4, 2021, at 10:00 a.m. (ET) g. Notwithstanding anything to the contrary contained in the Order or in the Bidding Procedures, the DIP Secured Parties will have the right to credit bid, as part of an initial bid or an overbid, all or any portion of the aggregate amount of their applicable outstanding secured obligations, and any such credit bid will be considered a Qualified Bid to the extent such bid is received by the Bid Deadline and complies with section 363(k) of the Bankruptcy Code. The Debtors will include assumption and assignment procedures in their proposed Plan. They shall, within 48 hours of entry of the Order, file on the Court docket and serve same upon the Sale Notice Parties and all parties on their creditor matrix, a notice of entry of the Order as well as a copy of the Order. Consummation of any Transaction will be on an "as is, where is" basis and without representations or warranties of any kind, nature, or description. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of the Order are immediately effective and enforceable upon its entry. A copy of the Bidding Procedures is available at https://tinyurl.com/y6pnrcrc from PacerMonitor.com free of charge. About BC Hospitality Group Inc. BC Hospitality Group, LLC owns and operates the vegan restaurant chain "by CHLOE." BC Hospitality Group, LLC (Bankr. D. Del. Case No. 20-13103) (Lead Case) and affiliates sought Chapter 11 protection on Dec. 14, 2020. The affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- BC Hospitality Group LLC 20-13104 BC International LLC 20-13105 BC Commissary NJ LLC 20-13106 E2 185 Bleecker LLC 20-13107 E2 60 West 22nd Street LLC 20-13108 E2 Lafayette LLC 20-13109 BC Williamsburg LLC 20-13110 BCRC LLC 20-13111 CW SSS LLC 20-13112 BC Union Square LLC 20-13113 BC 1385 Broadway LLC 20-13114 BC 630 Lexington LLC 20-13115 CCSW Fenway LLC 20-13116 E2 Seaport LLC 20-13117 BC Back Bay LLC 20-13118 BC Providence LLC 20-13119 BC Silver Lake LLC 20-13120 BC Century City LLC 20-13121 BC West Hollywood LLC 20-13122 The Debtors tapped M. Blake Cleary, Esq., at Young Conway Stargatt & Taylor, LLP as counsel. Ankura Consulting Group, LLC serve as their Financial Advisor and Investment Banker. The Debtors estimated assets in the range of $10 million to $50 million and $1 million to $10 million in debt. The petitions were signed by Patrick J. Bartels, Jr., director. BGF SERVICES: Selling Reston Residential Property for $690K ----------------------------------------------------------- BGF Services, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the residential property located at 2403 Sugarberry Ct., in Reston, Virginia, to Cathy Lynn Goodrich and Hugo Gerrit Amelink for $690,000 on the terms of their Residential Sales Contract. The Debtor's assets include the property. The Debtor has a "hard money" loan on the property, in default as of the petition date, which accrues default interest at 24% on an approximately $506,000 principal balance. It has substantially completed the work to renovate the property and needs to sell it promptly to retain what little equity remains and to avoid continuing losses to the estate. The Debtor's principal is a real estate broker, so other than an administrative fee to the Remax agency for listing the property, there is no compensation due to any listing agent. The contract provides for Debtor to pay a 2.5% commission to be paid to the buyer's agent. As a result of its arms'-length negotiations with the Purchasers, the Debtor has now entered into the Purchase Contract, whereby it has agreed to sell the property to the Purchasers. The total purchase price for the proposed sale is $690,000 with a 2.5% buyer's broker's fee. The Purchasers have tendered (or will shortly tender) a good faith deposit of $15,000. The contingencies under the Purchase Contract have not yet been satisfied, but the Debtor does not anticipate any issues. The property is encumbered by (i) a properly perfected, first priority deed of trust lien held or serviced by WCP Fund I, LLC as servicer for 1Sharpe Opportunity Intermediate Trust, securing an indebtedness of approximately $616,695 (Proof of Claim #1); and (ii) real estate taxes to Fairfax County in the approximate amount of $14,000. In addition, there is a disputed mechanics lien filed by James Smurda for $5,400. HOA fees to the Reston Association may also be considered a lien, although no notice has been filed. Other than the aforementioned liens, there are no other known liens that encumber the property. The sale pursuant to the Purchase Contract will be at a price expected to be sufficient to fully satisfy the taxes and the WCP loan, which is estimated at approximately $650,000 as of the anticipated Jan. 29, 2021 closing date. The Debtor proposes to sell the property free and clear of the claims of Mr. Smurda. By the Motion, the Debtor asks approval of the terms and conditions of the Purchase Contract, including authority to convey the property to the Purchasers, free and clear of any and all liens, claims, encumbrances and interests, with all known valid liens, claims, encumbrances and interests attaching to the proceeds of sale. The Debtor would propose to distribute the proceeds of sale from the property at closing to pay and satisfy the real estate taxes, the Reston Association, and the WCP mortgage, and pay (i) Keller Williams Reston, as the Purchasers' broker, a 2.5% broker's commission, and (ii) all other reasonable and necessary closing costs for the transaction. Any remaining net proceeds up to the amount of the purported mechanics lien will be held in escrow by the Debtor's counsel until the validity of the lien can be determined, with any surplus over that being retained by the Debtor. Under the terms of the Sale Agreement, the Debtor is required to close by Jan. 29, 2021. To avoid delay in closing, the Debtor would ask that the Court waives the 14-day stay provided by Bankruptcy Rule 6004(h). A copy of the Contract is available at https://tinyurl.com/y6k5crcz from PacerMonitor.com free of charge. About BGF Services, LLC Based in Manassas, Va., BGF Services, LLC is engaged in activities related to real estate. BGF Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-12393) on Oct. 29, 2020. The petition was signed by Bernard G. Farrell III, managing member. At the time of the filing, Debtor had estimated assets of between $1 million and $10 million and liabilities of between $500,000 and $1 million. Judge Brian F. Kenney oversees the case. Chung & Press, P.C. is Debtor's legal counsel. BLUE STAR DONUTS: Sortis Is Plan Sponsor; CEO Poppe to Stay ----------------------------------------------------------- Sortis Holdings, Inc., (OTC: SOHI), announced Jan. 11, 2021, it has finalized its investment in Blue Star Donuts as the plan sponsor out of Chapter 11 bankruptcy. Blue Star Founder and CEO Katie Poppe will continue as CEO of the restructured company. Forced to close temporarily during COVID-19 nationwide shutdowns, Blue Star filed for bankruptcy protection in September 2020 with Sortis on board guiding the company through bankruptcy proceedings. The company's lawyer Mr. Oren Haker says, "Blue Star's bankruptcy filing included the use of a subchapter of chapter 11 focused on small businesses which came into effect in February 2020." A hearing held November 23, 2020 in Portland approved the plan that brings Blue Star, a cherished Portland gourmet donut brand, back from a COVID-19 induced crisis. In addition to the investment, restructure terms prioritized retaining leadership and core stakeholders and working with the Blue Star team to provide support and resources where needed. "I appreciate the trust and faith that Paul and Sortis have in me and my vision for Blue Star," said Poppe. "They listened to what was important to me, and put their money where their mouth is. Maintaining women-majority ownership and folding in some of our key staff stakeholders was essential to me, and I'm thrilled to be able to expand the ownership structure as we rebuild." "Similar to the Sortis Rescue Fund's past few investments, it's great brands with a unique strategy like Blue Star that can thrive in a new era of retail post pandemic," says Paul Brenneke, Sortis' Executive Chairman. "We were especially intrigued by the potential for wholesale and e-Commerce channels in addition to the opportunity to help preserve a beloved Portland business and the culture it represents." With a loyal customer base since 2012, Blue Star has 7 locations across the West Coast. The pandemic induced a pivot in the business plan to focus on wholesale to grocery that has led to their products being carried at more than 20 retail outlets so far. Blue Star has demonstrated its ability to adapt to e-Commerce as retail rapidly evolves. About Sortis Rescue Fund Sortis Rescue Fund, LLC is a Delaware limited liability company established by Sortis Fund Manager, LLC to capitalize on the dislocation and market stress in both the real estate and business markets caused by the COVID-19 global pandemic and subsequent economic fallout. About Sortis Holdings Sortis Holdings (OTC: SOHI) is a leader in diversified alternative investment strategies focused on real estate, lending, distress situations and rescue opportunities. Sortis Funds include the Sortis Rescue Fund, the Sortis Income Fund, and the Sortis Opportunity Zone Fund. About Blue Star Doughnuts Blue Star Doughnuts LLC -- https://www.bluestardonuts.com/ -- is in the business of selling doughnuts. Blue Star Doughnuts LLC, based in Portland, OR, filed a Chapter 11 petition (Bankr. D. Ore. Case No. 20-32485) on Aug. 26, 2020. In the petition signed by CFO Will Price, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Peter C. Mckittrick presides over the case. STOEL RIVES LLP, serves as bankruptcy counsel to the Debtor. BM318 LLC: All Claims Will be Paid in Full ------------------------------------------ BM318, LLC, submitted a Second Amended Disclosure Statement explaining its Chapter 11 Plan. The Debtor owns 118 acres of unimproved land located in Parker County, Texas, near the City of Aledo. The Debtor intends to divide and develop the Property into residential lots for sale to homebuilders or others for profit. In the Schedules of Assets and Liabilities filed in the bankruptcy case, the Debtor lists assets with an aggregate value of $4,419,636.00 as of the Petition Date. This amount consists of real property in the amount of $4,250,000.00 and a certificate of deposit in the amount in the amount of $169,636.00. The Plan will be funded by the Debtor through the profits the Debtor will earn through the sale of developed residential lots to homebuilders or others. Class 4: Allowed General Unsecured Claims are impaired. Class 4 Claims shall be paid in full in nine equal monthly installments. Interest will begin to accrue on the Effective Date at the rate of 2% per annum. A full-text copy of the Second Amended Disclosure Statement dated January 4, 2021, is available at https://bit.ly/38lJ2qr from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About BM318 LLC BM318, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)) based in Aledo, Texas. BM318, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42789) on Sept. 1, 2020. The petition was signed by Tim Barton, president. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Mark X. Mullin oversees the case. Joyce W. Lindayuer Attorney, PLLC, is the Debtor's legal counsel. BOY SCOUTS OF AMERICA: Victims Will Sue to Get $667M Asset Pool --------------------------------------------------------------- Law360 reports that the attorneys for victims of alleged Boy Scouts of America sexual abuse sued the bankrupt organization in Delaware on Friday, Jan. 8, 2021, seeking a Chapter 11 court declaration that more than $667 million in purportedly off-limits property, cash and other assets are open to damage claims. The action by the Official Tort Claimants' Committee of Boy Scouts of America and Delaware BSA LLC challenged a BSA claim that some form of restriction shields more than half of its more than $1 billion in cash, land and other assets. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CANAL CORPORATION: Unsecured Creditors to Recover 4.2% in WTM Plan ------------------------------------------------------------------ WTM I Company, debtor-affiliate of Canal Corporation (f/k/a Chesapeake Corporation), filed a proposed Plan of Liquidation and Disclosure Statement on Jan. 6, 2021. On April 1, 2011, the Court entered an order confirming the Chapter 11 plan of Canal Corporation, et al. The effective date of the Canal Plan occurred on April 18, 2011. WTM remains a debtor-in-possession and is not one of the Remaining Plan Debtors. Since the effective date of the Canal Plan, WTM has worked to resolve the remaining issues regarding its estate. The WTM Plan filed Jan. 6, 2021, provides for: * The retention of the assets by WTM and the liquidation and distribution of the assets by WTM; * The appointment of the Plan Administrator; * The payment of Allowed Administrative, Professional Fee and Priority Tax Claims; * The payment of Allowed Priority Non-Tax Claims; * The satisfaction of Allowed Secured Claims; * Distributions for the FTB Settlement Claim; * Distributions for Allowed General Unsecured Claims; and * The cancellation of all outstanding Interests in WTM. The Plan is premised upon, among other things, the settlement agreement with the Franchise Tax Board of the State of California ("FTB") becoming effective. The FTB Settlement Agreement resolves the disputes between WTM and the FTB related to the FTB Claim and income concerning the 1999 tax year in connection with the contribution of certain assets of Wisconsin Tissue Mills, Inc., to Georgia-Pacific Tissue, LLC. This is the same contribution of assets related to the prior dispute between the Debtors and the Internal Revenue Service (the "IRS"). The FTB Settlement Agreement, among other things, provides that the FTB will receive the FTB Settlement Claim. The FTB Settlement Claim entitles the FTB to receive an amount equal to 80% of all amounts available to be distributed under the Plan to Holders of Allowed (i) Priority Tax Claims, (ii) Priority Non-Tax Claims and (iii) General Unsecured Claims. For example, if a total of $200,000 is distributed to pay Holders of Allowed (i) Priority Tax Claims and (ii) Priority Non-Tax Claims, then the FTB would receive a Distribution of $800,000. Similarly, if Holders of Allowed General Unsecured Claims ultimately receive Distributions in the total amount of $400,000, then the FTB would receive Distributions of $1,600,000. Class 3 General Unsecured Claims totaling $20,210,000 are impaired. Unsecured creditors will recover 4.2% of their claims. Holders of Allowed Class 3 Claims will receive their ratable amount of the General Unsecured Distribution Pool. The Bankruptcy Court set March 17, 2021, as the deadline for casting ballots approving or rejecting the Plan A full-text copy of the Disclosure Statement dated Jan. 6, 2021, is available at https://bit.ly/3saDbMn from PacerMonitor.com at no charge. Attorneys for debtor WTM I Company: Jason W. Harbour HUNTON ANDREWS KURTH LLP Riverfront Plaza, East Tower 951 East Byrd Street Richmond, Virginia 23219-4074 Telephone: (804) 788-8200 Telecopier: (804) 788-8218 About Canal Corp. Headquartered in Richmond, Virginia, Chesapeake Corporation supplies specialty paperboard packaging products in Europe and an international supplier of plastic packaging products to niche end-use markets. The Company has 44 locations in Europe, North America, Africa and Asia. Chesapeake and 18 affiliates filed Chapter 11 petitions (Bankr. E.D. Va. Lead Case No. 08-336642) on Dec. 29, 2008. Lawyers at Hunton & Williams LLP represent the Debtors. Chesapeake tapped Alvarez and Marsal North America LLC, and Goldman Sachs & Co. as financial advisors. Tavenner & Beran PLC served as conflicts counsel and Hammonds LLP as special counsel. Kurtzman Carson Consultants LLC serves as claims agent. Lawyers at Greenberg Traurig LLP represented the Official Committee of Unsecured Creditors. * * * In May 2009, Chesapeake sold its assets to entities controlled by Irving Place Capital Management, L.P. and Oaktree Capital Management, L.P. and, following a competitive bidding process which produced no competing bids. The purchase price was about $485 million. The Debtor was renamed to Canal Corp., following the sale. On April 1, 2011, the Bankruptcy Court entered an order confirming the Second Amended Joint Plan of Liquidation of Canal Corporation and certain of its affiliated debtors. On June 16, 2011, the Bankruptcy Court entered a final decree which closed the chapter 11 cases of all but three of the Canal Plan Debtors, namely, Canal Corporation (f/k/a Chesapeake Corporation), Canal NC Company (f/k/a Chesapeake Printing and Packaging Company), and Canal NY Company, Inc. (f/k/a Chesapeake Pharmaceutical Packaging Company, Inc.). The chapter 11 cases of Canal Corp., et al. whose cases were not closed by such final decree remain open. CANTWELL WOODWORKING: Hires Adelstein & Kaliner as Counsel ---------------------------------------------------------- Cantwell Woodworking, LLC, seeks authority from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Adelstein & Kaliner LLC, as counsel to the Debtor. Cantwell Woodworking requires Adelstein & Kaliner to: a. assist in the preparation of records and reports as prepared by the Bankruptcy Rules and local Bankruptcy Rules; b. assist in the preparation of applications, motions and proposed orders to be submitted to the Court; c. give the Debtor legal advice with respect to its powers and duties in general and under the bankruptcy laws in particular; d. indentify and prosecute of claims and causes of action assertable by the Debtor, including to take necessary action to avoid any liens against the Debtor's property where appropriate, to represent the Debtor in connection with the proceeding to protect and reclaim the Debtor's assets; e. examine proofs of claim previously filed and to be filed herein and the possible prosecution of objections to certain of such claims; f. prepare on behalf of the Debtor the necessary applications, answers, orders, reports, and other legal papers and documents as is required or necessary; and g. perform any and all other legal services for the Debtor as may be necessary herein. Adelstein & Kaliner will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. To the best of the Debtor's knowledge the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Adelstein & Kaliner can be reached at: Adelstein & Kaliner LLC 100 Penn's Court 350 S Main St. Doylestown, PA 18901 Tel: (215) 230-4250 About Cantwell Woodworking Cantwell Woodworking, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 21-10031). The Debtor hired Adelstein & Kaliner LLC, as counsel. CHRISTOPHER & BANKS: Receives Default Notices --------------------------------------------- Christopher & Banks said in a Jan. 7, 2021 regulatory filing that it received default notices related to its term loan facility, its secured vendor program agreement, a credit agreement and its headquarters lease agreement. The Company, working with its strategic, financial and legal advisors, is currently evaluating the assertions contained in the notices of default and reservation of rights, and it is negotiating with ALCC, Wells Fargo and the landlord to resolve the Company's outstanding obligations. The Company stated in its Dec. 10, 2020 earnings release, "The Company has experienced, and could continue to experience, impacts as a result of the COVID-19 pandemic. As a result, the Company's revenues, results of operations and cash flows continue to be materially adversely impacted, which raises substantial doubt about the Company's ability to continue as a going concern within one year after the date of the accompanying unaudited Condensed Consolidated Financial Statements. The Company continues to take short term measures to increase its liquidity and sources of financing. However, conditions remain challenging and the Company has engaged strategic advisors including B. Riley Securities Inc. to assist with management's evaluation and pursuit of available strategic alternatives. Various alternatives are being evaluated to improve the Company's liquidity and financial position, including but not limited to, further lease concessions and deferrals, further reductions of operating and capital expenditures, raising additional capital including seeking a refinancing of the Company's debt, sale of the Company or its assets and restructuring its debt and liabilities through a private restructuring or a restructuring under the protection of applicable bankruptcy laws. However, there can be no assurance that the Company will be able to improve its financial position and liquidity, complete a refinancing, raise additional capital or successfully restructure its indebtedness and liabilities. The Company's strategic plans are not yet finalized and are subject to numerous uncertainties including negotiations with creditors and investors and conditions in the credit and capital markets." Term Loan Facility On Jan. 3, 2021 and Jan. 5, 2021, Christopher & Banks Corporation received notices that one or more Defaults or Events of Default have occurred and are continuing under the Credit Agreement, dated as of Feb. 27, 2020, as amended, among the Company, as lead borrower, the persons named therein as borrowers, the persons from time to time party thereto as guarantors, and ALCC, LLC as lender ("ALCC"). The notices assert multiple Defaults or Events of Default including, but not limited to, the Loan Parties' failure to (i) timely pay rent in respect of certain Leases, (ii) make certain payments due under that the Secured Vendor Program Agreement, (iii) avoid defaults under the Credit Facility, the effect of which defaults or other events is to permit the lenders thereunder to cause, with the giving of notice if required, such Indebtedness to become due and (iv) timely pay interest due under the Term Loan Facility on Jan. 4, 2021 (collectively, the "Term Loan Specified Defaults"). As a result of the Term Loan Specified Defaults, ALCC declared that its Commitments to make further Loans are terminated, and furthermore, ALCC reserved any and all rights available to it, including, without limitation, the right to declare the Obligations under the Term Loan Facility to be immediately due and payable. As of Jan. 2, 2021, a total amount of $5.0 million was outstanding in principal and interest accrued thereon. Interest will continue to accrue, pursuant to the terms of the Term Loan Facility, until the amount due thereunder has been paid in full or forgiven. Secured Vendor Program Agreement On January 3, 2021, the Company received notice asserting that one or more defaults have occurred and are continuing under the Secured Vendor Program Agreement dated as of Aug. 5, 2020, by and between the Company and ALLC, as program agent, including, but not limited to (i) an Event of Default as a result of the occurrence and continuance of an Event of Default under the Term Loan Facility and (ii) another Event of Default as a result of the Company's failure to make a payment of $193,000 due under the Secured Vendor Program Agreement on December 30, 2020 (collectively, the "Vendor Program Specified Defaults"). In the event of Vendor Program Specified Defaults, commencing on January 3, 2021, the Default Rate (the applicable rate plus five percentage points) would apply to amounts outstanding under the Secured Vendor Program Agreement until such Events of Default are cured or waived, and furthermore, ALCC reserves any and all rights available to it, including, without limitation, the right to terminate the Agreement or delay or cancel any outstanding purchase order upon written notice to the Company. As of January 2, 2021, a total amount of $2.8 million was outstanding in principal and interest accrued thereon. In the event of Vendor Program Specified Defaults, interest would continue to accrue, at the Default Rate and pursuant to the terms of the Secured Vendor Program Agreement, until the amount due thereunder has been paid in full or forgiven. Credit Facility On Jan. 5, 2021, the Company received notice asserting that Events of Default have occurred under the Second Amended and Restated Credit Agreement, dated as of July 12, 2012, as amended (the "Credit Facility"), by and among the Company, as Lead Borrower; the Borrowers and Guarantors from time to time party thereto; Wells Fargo Bank, National Association, in its capacity as Lender and as L/C Issuer; and the other Credit Parties. The notice asserts Events of Default including, but not limited to (i) failure to make a payment when due under the Secured Vendor Program Agreement, which constitutes an Event of Default under the Credit Facility as a failure to make a payment when due on Material Indebtedness, (ii) various defaults and events of default under the Term Loan Facility, which constitutes an Event of Default under the Credit Facility and (iii) an Event of Default as a result of the Borrowers' and Guarantors' failure to promptly notify the Lender of the occurrence of certain of the foregoing Defaults or Events of Default in violation of the Credit Facility (collectively, the "Credit Facility Specified Defaults"). In the event of Credit Facility Specified Defaults, effective January 3, 2021, (i) all Letter of Credit Fees would accrue at the Default Rate (the applicable rate plus two percent per annum), (ii) all Obligations would bear interest at the Default Rate and (iii) the Lender would begin to Cash Collateralize all L/C Obligations with proceeds of collections. Furthermore, the Credit Parties reserve all of their other rights and remedies, including, without limitation, the right to (i) declare the Commitments of the Lender to make Loans and any obligation of the L/C Issuer to make L/C Extensions to be terminated and (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other Obligations to be immediately due and payable, without presentment, demand, protest or other notice of any kind. As of Jan. 2, 2021, no principal or interest amounts were outstanding under the Credit Facility. On the same date, $9.4 million of letters of credit were outstanding. In the event of Credit Facility Specified Defaults, interest would continue to accrue at the Default Rate and pursuant to the terms of the Credit Facility until the amount due thereunder has been paid in full or forgiven. Headquarters Lease On January 6, 2021, the Company received notice asserting a default under the Lease Agreement dated April 27, 2018 (the "Lease"), by and between the Company and 2400 Xenium, LLC (the "Landlord"), because of a failure to pay monthly rent on its headquarters of $142,000 due and payable on Jan. 1, 2021. Furthermore, the Landlord reserves all of its rights under the Lease, including but not limited to, continuing the Lease and enforcing its original terms, reletting the Premises, or terminating the Lease and receiving payment for outstanding obligations and the present value of unpaid Rent and other charges that would have accrued through the balance of the Term, which runs until April 26, 2033. About Christopher & Banks Corp. Christopher & Banks Corporation, through its subsidiaries, operates as a specialty retailer of private-brand women's apparel and accessories in the United States. It was formerly known as Braun's Fashions Corporation and changed its name to Christopher & Banks Corporation in July 2000. The Company was founded in 1956 and is headquartered in Plymouth, Minnesota. COACHELLA VINEYARD: Lev Says Disclosures Inadequate --------------------------------------------------- Lev Investments, LLC, a secured creditor of Coachella Vineyard Luxury RV Park, LLC, filed an opposition to the Debtor's Disclosure Statement. The material provisions of the Plan are as follows: a. The Debtor will "choose a real estate broker" by January 31, 2020 to market the Property for sale; b. If the Debtor does not enter into a sale contract, or refinance the Property, by June 1, 2020, it will accept any offer it will, within 60 days after June 1, 2020, receive "at $5 million or more"; and c. If the Debtor does not sell the Property by for at least $5 million by August 1, 2021, relief from stay will be granted to the secured creditors. Lev points out that the Disclosure Statement lacks "adequate information": * The Disclosure Statement lacks any meaningful discussion of the history of the Debtor and the Property, its financials and litigation. The only basis offered for its financial trouble is litigation with Lev. * The Disclosure Statement does not discuss the present posture of the Debtor and the Property, including financials thereto. Perhaps the reason for the foregoing is that the Debtor has done absolutely nothing during the pendency of this case to further its reorganization. * The Disclosure Statement does not discuss the projected future of the Debtor, including financial projections, as well as discussion of how expenses will be paid. * Creditors must understand what steps the Debtor has taken, is taking and intends to take to sell or refinance the Property. Other than a plan to hire a real estate broker in the future, no information is provided. * The Debtor asserts that its financial trouble results from litigation with Lev. However, if that is the Debtor's position, the Debtor should discuss the merits of the litigation and its plan to pursue such litigation, including funding of the litigation. * The Plan alters the rights of the secured creditors, including slicing interest rates by more than 50%. The Disclosure Statement must discuss the basis for such modification of treatment of claims, including evidence that such treatment is consistent with market terms. Attorneys for Lev Investments LLC: DAVID B. GOLUBCHIK JULIET Y. OH LEVENE, NEALE, BENDER, YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, California 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: DBG@LNBYB.COM JYO@LNBYB.COM About Coachella Vineyard Luxury RV Park Coachella Vineyard Luxury RV Park LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11615) on Sept. 4, 2020. The petition was signed by Abraham Gottlieb, managing member. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Victoria S. Kaufman oversees the case. Resnik Hayes Moradi LLP serves as the Debtor's bankruptcy counsel. COMCAR INDUSTRIES: Term Lenders Get 70% in Liquidating Plan ----------------------------------------------------------- Comcar Industries, Inc., et al., which has sold most of their assets to select buyers, submitted a Combined Disclosure Statement and Chapter 11 Plan of Liquidation. The Plan contemplates the creation of a Wind-Down Trust and Liquidating Trust from which distributions will be made for the benefit of holders of various allowed claims. Since the entry of the Sept. 30 order establishing procedures to sell their remaining assets (the "Remaining Assets") in one or multiple sales and to establish procedures for the sale of assets (the "De Minimis Assets") with a fair market value of under $500,000, the Debtors have sold substantially all of the Remaining Assets, except only certain real estate, which will vest in the Wind-Down Trust, subject to all liens, to be liquidated by the Wind-Down Trustee following the Effective Date. The Plan provides that holders of Class 1 Prepetition Term Loan Claims owed $25.05 million are projected to recover 70%. The Disclosure Statement still has blanks as to the estimated total amount and the projected percentage recovery for Class 4 General Unsecured Claims and Class 5 CWI and Bostick Unsecured Claims. Class 1 Prepetition Term Loan Claims totaling $25,049,700 will: (i) receive 100% of the beneficial interests in the Wind-Down Trust, (ii) retain their liens against all Wind-Down Trust Assets, and (iii) receive the benefits of the Global Settlement embodied in the Plan, including the debtor releases. Class 4 General Unsecured Claims are impaired and will be entitled to receive a pro rata beneficial interest in the liquidating trust. Class 5 CWI and Bostick Unsecured Claims are impaired and will recover a pro rata beneficial interest in the liquidating trust. The Plan embodies a global settlement of (i) all causes of action the Debtors and their Estates may hold against FIE and its Related Persons, including all avoidance actions, breach of fiduciary duty and equitable relief against FIE and its Related Persons described in the Committee Letter on the one hand, and (ii) all Claims, including all Secured Claims, including Diminution in Value Claims that FIE may hold against the Debtors and their Estates and DIP Collateral that are secured by the Term Loan Adequate Protection Liens attaching to all Causes of Action and the proceeds thereof, including Avoidance Actions and commercial tort Claims on the other hand. A full-text copy of the Combined Disclosure Statement and Chapter 11 Plan of Liquidation dated Jan. 6, 2021, is available at https://bit.ly/3bn4nBC from PacerMonitor.com at no charge. Counsel to the Debtors: Stuart M. Brown DLA PIPER LLP (US) 1201 North Market Street, Suite 2100 Wilmington, Delaware 19801 Telephone: (302) 468-5700 Facsimile: (302) 394-2341 E-mail: stuart.brown@us.dlapiper.com - and - Jamila Justine Willis DLA PIPER LLP (US) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 E-mail:jamila.willis@us.dlapiper.com About Comcar Industries Comcar Industries is a transportation and logistics company headquartered in Auburndale, Fla., with over 40 strategically-located terminal and satellite locations across the United States. For more information, visit https://comcar.com/ On May 17, 2020, Comcar Industries and related entities sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11120). In the petitions signed by CRO Andrew Hinkelman, Comcar Industries was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the presiding judge. The Debtors tapped DLA Piper LLP (US) as counsel, FTI Consulting, Inc. as financial advisor; and Bluejay Advisors, LLC as investment banker. Donlin Recano & Company, Inc. is the claims agent. * * * On June 25, 2020, the Bankruptcy Court entered orders authorizing the Debtors to (i) sell substantially all of the assets of CT to Bulk Transport Company, East, Inc., (ii) sell substantially all of the assets of CTL to Adams Resources & Energy, Inc., and Service Transport Company, and (iii) sell the MCT assets to Contract Freighters, Inc. On Sept. 4, 2020, the Court entered an order authorizing the sale of substantially all of CCC to Bulk Transport Company East, Inc. COMMUNITY INTERVENTION: Hires 'Ordinary Course' Professionals ------------------------------------------------------------- Community Intervention Services, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire professionals used in the ordinary course of business. The "ordinary course" professionals are: (i) RSM LLP, which is CIS' accountant and auditor whom CIS will need to complete the 2019 audit and the 2019 Uniform Financial Report for South Bay Mental Health Center, Inc., and otherwise provide any needed tax or accounting advice or services relating to CIS' and its subsidiaries' ongoing operations; (ii) Jackson Lewis P.C., the Debtors' long-standing employment law counsel; (iii) Obsidian Public Relations, LLC, the Debtors' public relations firm that creates content for and manages the Debtors' social media presence; (iv) Robert M. Albertelli, Jr., the professional who provides tax return preparation and tax consulting services to the Debtors; (v) Leonard, Mulherin & Green, P.C., the professional who prepares the Debtors' 2019 Uniform Financial Report and provides other accounting services; and (vi) Affiliated Monitors, Inc., South Bay's clinical coding compliance auditor and advisor, required as a condition of the Debtors' settlement of the State Law Claims with the Commonwealth of Massachusetts. The amount of compensation likely to be paid to OCP's are: -- RSM's fees for tax and accounting advice, including the completion of the Debtors' 2019 audit, are expected to be no more than $30,000 per quarter. -- Jackson Lewis' quarterly fees are expected to be no more than $15,000. -- Obsidian's fees are expected to be no more than $30,000 per quarter. -- Mr. Albertelli's fees are expected to be no more than $30,000 per quarter. -- Leonard Mulherin's fees are expected to be no more than $10,000. -- Affiliated Monitors' fees for completing South Bay's clinical coding compliance are expected to total approximately $20,000 per quarter. About Community Intervention Services Community Intervention Services, Inc. and its affiliates are either for-profit corporations or limited liability companies formed to provide community-based behavioral health services. Headquartered in Westborough, Mass., Community Intervention Services is a diversified provider of community-based and outpatient mental health and behavioral services, including through its wholly-owned subsidiaries, South Bay and Futures. Community Intervention Services and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-40002). Andrew R. Calkins, president and chief executive officer of Community Intervention Services, signed the petitions. At the time of the filing, Community Intervention Services estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Casner & Edwards, LLP as their legal counsel, Getzler Henrich & Associates, LLC as financial advisor, and Duff & Phelps Securities, LLC as investment banker. COMMUNITY INTERVENTION: Hires Casner & Edwards as Legal Counsel --------------------------------------------------------------- Community Intervention Services, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Casner & Edwards, LLP as their legal counsel. The firm's services will include: a. advising the Debtors regarding their powers and duties in the continued operation of their business and management of their properties; b. preparing legal papers; c. court appearances; d. pursuing court approval of the proposed sales of the Debtors' assets; e. representing the Debtors in litigation matters before the court; and f. performing all other legal services for the Debtors which may be necessary in their Chapter 11 cases. The firm's hourly rates range from $430 to $585 for partners, $290 to $405 for associates, and $200 to $250 for paralegals. The firm received a retainer of $200,000, of which $97,050 was applied in payment of the firm's invoice for services and expense reimbursement through Jan. 4. Michael Goldberg, Esq., at Casner & Edwards, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael J. Goldberg, Esq. Casner & Edwards, LLP 303 Congress Street Boston, MA 02210 Telephone: (617) 426-5900 Facsimile: (617) 426-8810 Email: goldberg@casneredwards.com About Community Intervention Services Community Intervention Services, Inc. and its affiliates are either for-profit corporations or limited liability companies formed to provide community-based behavioral health services. Headquartered in Westborough, Mass., Community Intervention Services is a diversified provider of community-based and outpatient mental health and behavioral services, including through its wholly-owned subsidiaries, South Bay and Futures. Community Intervention Services and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-40002). Andrew R. Calkins, president and chief executive officer of Community Intervention Services, signed the petitions. At the time of the filing, Community Intervention Services estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Casner & Edwards, LLP as their legal counsel, Getzler Henrich & Associates, LLC as financial advisor, and Duff & Phelps Securities, LLC as investment banker. COMMUNITY INTERVENTION: Hires Duff & Phelps as Investment Banker ---------------------------------------------------------------- Community Intervention Services, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Duff & Phelps Securities, LLC as their investment banker. Duff & Phelps will assist the Debtors in soliciting offers pursuant to the sale procedures approved by the court. It is expected that the firm will contact potential bidders; provide access to due diligence information to bidders who execute appropriate nondisclosure agreements; assist the Debtors in evaluating competing offers; and assist in conducting any auction sale of the Debtors' assets. The firm will be compensated as follows: -- A monthly fee of $50,000, which will be credited against the "sale transaction fees" as follows: (i) zero percent of the first $150,000 of monthly fees received, (ii) 50 percent of the next $150,000 of monthly fees received, (iii) 100 percent of monthly fees received in excess of $300,000. Monthly fees received since May 1, 2020 shall be considered monthly fees. -- In the event of a sale of CIS' affiliate, South Bay Mental Health Center, Inc. (which may also include CIS) during the term of the engagement or within 12 months after the engagement, a non-refundable cash fee equal to the greater of (i) 5 percent of the sale consideration, or (ii) $1 million. -- In the event of a sale of CIS' affiliate, Futures Behavior Therapy Center, LLC, during the term of the engagement or within 12 months after the engagement, a non-refundable cash fee equal to the greater of (i) $800,000, (ii) 2.75 percent of the first $35 million of the sale consideration, plus 4 percent of the sale consideration in excess of $35 million. -- Reimbursement of out-of-pocket expenses incurred by Duff & Phelps in rendering services in connection with the South Bay and Futures Behavior transactions, not to exceed $75,000 without the prior written consent of the Debtors. Eric Coburn, managing director at Duff & Phelps, disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtors, the bankruptcy estates, creditors or any other party with an actual or potential conflict in the Debtors' cases. Duff & Phelps can be reached through: Eric D. Coburn Duff & Phelps Securities, LLC 55 East 52nd Street New York, NY 10055 Phone: +1 212 871 2000 About Community Intervention Services Community Intervention Services, Inc. and its affiliates are either for-profit corporations or limited liability companies formed to provide community-based behavioral health services. Headquartered in Westborough, Mass., Community Intervention Services is a diversified provider of community-based and outpatient mental health and behavioral services, including through its wholly-owned subsidiaries, South Bay and Futures. Community Intervention Services and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-40002). Andrew R. Calkins, president and chief executive officer of Community Intervention Services, signed the petitions. At the time of the filing, Community Intervention Services estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Casner & Edwards, LLP as their legal counsel, Getzler Henrich & Associates, LLC as financial advisor, and Duff & Phelps Securities, LLC as investment banker. COMMUNITY INTERVENTION: Hires Getzler Henrich as Financial Advisor ------------------------------------------------------------------ Community Intervention Services, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Massachusetts to hire Getzler Henrich & Associates, LLC as their financial advisor. The firm's services will include: (a) reviewing the Debtors' financial forecasts; (b) assisting in the Debtors' preparation for continued operations during the pendency of their Chapter 11 cases; (c) negotiating with lenders and other parties; (d) assisting in the preparation of pleadings; (e) participating in court hearings and providing testimony in connection with the Debtors' financial viability; (f) assisting the Debtors' legal counsel with all aspects of the cases; and (g) other financial advisory services needed to administer the cases. The firm's standard hourly rates are: Principal/Managing Director $565 - 695 Director/Associate Director/Specialist $465 - 650 Associate Professionals $160 - 455 Getzler Henrich holds a retainer in the amount of approximately $85,000, paid by the Debtors out of operating revenues. Getzler Henrich and each of its members are "disinterested persons" as defined within Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached at: David Campbell Getzler Henrich & Associates LLC 295 Madison Avenue, 20th Floor New York, NY 10017 Tel: (212) 697-2400 Fax: (212) 697-4812 About Community Intervention Services Community Intervention Services, Inc. and its affiliates are either for-profit corporations or limited liability companies formed to provide community-based behavioral health services. Headquartered in Westborough, Mass., Community Intervention Services is a diversified provider of community-based and outpatient mental health and behavioral services, including through its wholly-owned subsidiaries, South Bay and Futures. Community Intervention Services and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Lead Case No. 21-40002). Andrew R. Calkins, president and chief executive officer of Community Intervention Services, signed the petitions. At the time of the filing, Community Intervention Services estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtors tapped Casner & Edwards, LLP as their legal counsel, Getzler Henrich & Associates, LLC as financial advisor, and Duff & Phelps Securities, LLC as investment banker. CYPRUS MINES: May File Chapter 11 in Weeks as Part of Imerys Deal ----------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that former talc miner Cyprus Mines Corp. may file for Chapter 11 bankruptcy in the coming weeks of January 2021 as part of a settlement with Imerys Talc America, court papers show. The settlement, outlined in Imerys Talc's Chapter 11 bankruptcy plan, would release Cyprus Mines of asbestos claims in exchange for $130 million paid into a personal injury claims trust. Imerys Talc and Cyprus Mines have battled over who owns certain insurance policies that cover legal costs related to thousands of asbestos lawsuits that sent the Imerys unit into bankruptcy in 2019 Cyprus Settlement According to the Disclosure Statement dated Jan. 11, 2021, Imerys' Sixth Amended Plan effectuates a global settlement among (i) the Debtors, (ii) Cyprus Mines Corporation ("Cyprus Mines"), Cyprus Amax Minerals Company, and Freeport-McMoRan Inc., (iii) the Tort Claimants' Committee, (iv) the FCR, and (v) the Imerys Plan Proponents, which represents a comprehensive resolution of all issues between and among the Cyprus Settlement Parties, and resolves (i) the treatment of Talc Personal Injury Claims relating to Cyprus, (ii) disputes between Cyprus and the Debtors regarding entitlement to certain insurance proceeds between Cyprus and the Debtors, and (iii) disputes between Cyprus and the Debtors regarding ownership of certain indemnification rights. The Cyprus Settlement, like the Imerys Settlement and the Rio Tinto/Zurich Settlement, provides a significant benefit to holders of Talc Personal Injury Claims. In December 2020, the Cyprus Parties, the Debtors, the Tort Claimants' Committee, the FCR, and the Imerys Plan Proponents agreed to the terms of the Cyprus Settlement, which resolves (i) the Talc Personal Injury Claims and the Cyprus Released Claims against the Cyprus Protected Parties, (ii) disputes between Cyprus and the Debtors pertaining to the Debtors' rights to the Cyprus Talc Insurance Policies,14 and (iii) disputes between Cyprus and the Debtors pertaining to the Debtors' and Cyprus' rights to indemnification by J&J. The Cyprus Settlement provides, inter alia, that: * the Cyprus Settlement will be implemented through two chapter 11 plans – (i) the Plan filed in the Chapter 11 Cases and (ii) a chapter 11 plan to be filed by Cyprus Mines (the "Cyprus Mines Plan") in a case under chapter 11 of the Bankruptcy Code to be commenced by Cyprus Mines in the United States Bankruptcy Court for the District of Delaware (the "Cyprus Mines Bankruptcy"); * CAMC will pay $130 million to the Talc Personal Injury Trust in seven installments, which shall be guaranteed by Freeport, with the first installment paid within 30 days of the Cyprus Trigger Date; * on the Cyprus Trigger Date, the Cyprus Protected Parties will assign any and all rights to and in connection with the Cyprus Talc Insurance Policies to the Talc Personal Injury Trust; * on the Cyprus Trigger Date, the Talc Personal Injury Trust will assume all present and future obligations associated with recovering proceeds under the Cyprus Talc Insurance Policies, provided that (i) solely to the extent that the Talc Personal Injury Trust asserts any claim as assignee of a Cyprus Protected Party bound by the PDC Agreement, the Talc Personal Injury Trust will abide by the terms of the PDC Agreement and (ii) unless otherwise stated in the Plan or the Cyprus Settlement Agreement, such obligations shall not include any obligations undertaken by any Cyprus Protected Party in any settlement agreement or other contract compromising or releasing any rights under any Cyprus Talc Insurance Policy; * on the Cyprus Trigger Date, the Cyprus Protected Parties shall also transfer and assign to the Talc Personal Injury Trust any and all other rights of reimbursement, contribution, or indemnification relating to or in connection with the Talc Personal Injury Claims as to which the Cyprus Protected Parties are being protected under the Plan and/or the Cyprus Mines Plan; * on the Cyprus Trigger Date, the appropriate Cyprus Protected Parties shall each execute and deliver to the Talc Personal Injury Trust, in a form reasonably acceptable to the Talc Personal Injury Trust, an assignment to the Talc Personal Injury Trust of: (i) all of their rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), or subrogation against any Person relating to the payment or defense of any Talc Personal Injury Claim or any past talc-related claim against the Debtors or the Cyprus Protected Parties prior to the Cyprus Trigger Date, and (ii) all of the other rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), or subrogation against any Person relating to any Talc Personal Injury Claim or other claims channeled to the Talc Personal Injury Trust; and * the Plan and the Cyprus Mines Plan will include the broadest releases and channeling injunctions permitted by sections 105(a), 524(g), and 1141(d)(1) of the Bankruptcy Code so as to prevent the assertion of any further talc-related claims against the Cyprus Protected Parties. About Cyprus Mines Corp. Cyprus Mines Corporation conducts mining services. The Company provides the mining for bituminous coals and metals. Cyprus Mines conducts operations in the states of Arizona. About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. CYTODYN INC: Incurs $34.96 Million Net Loss in Second Quarter ------------------------------------------------------------- CytoDyn Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $34.96 million for the three months ended Nov. 30, 2020, compared to a net loss of $14.86 million for the three months ended Nov. 30, 2019. For the six months ended Nov. 30, 2020, the Company reported a net loss of $65.80 million compared to a net loss of $31.02 million for the six months ended Nov. 30, 2019. As of Nov. 30, 2020, the Company had $143.76 million in total assets, $150.29 million in total liabilities, and a total stockholders' deficit of $6.53 million. The Company's cash position of approximately $29.4 million at Nov. 30, 2020 increased approximately $15.1 million as compared to a balance of approximately $14.3 million at May 31, 2020. CytoDyn said, "We have incurred losses for all periods presented and have a substantial accumulated deficit. As of November 30, 2020, these factors, among several others, raise substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/ix?doc=/Archives/edgar/data/1175680/000119312521004744/d17792d10q.htm About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. CytoDyn reported a net loss of $124.40 million for the year ended May 31, 2020, compared to a net loss of $56.19 million for the year ended May 31, 2019. As of May 31, 2020, the Company had $50.51 million in total assets, $52.99 million in total liabilities, and a total stockholders' deficit of $2.48 million. Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Aug. 14, 2020, citing that the Company incurred a net loss for the year ended May 31, 2020 and has an accumulated deficit of approximately $354,711,000 through May 31, 2020, which raises substantial doubt about its ability to continue as a going concern. DARLING INGREDIENTS: Fitch Assigns First-Time 'BB+' LongTerm IDRs ----------------------------------------------------------------- Fitch Ratings has assigned first-time ratings to Darling Ingredients, Inc. (Darling), including Long-Term Issuer Default Ratings (IDRs) of 'BB+'. Fitch has assigned 'BB+'/'RR4' ratings to the senior unsecured notes at Darling and Darling Global Finance and 'BBB-'/'RR1' ratings to Darling's senior secured revolving credit facility and senior secured term loan. Darling International Canada Inc., Darling International NL Holdings B.V. and Darling Ingredients International Holding B.V. are additional borrowers under the senior secured revolving facility with Long-Term IDRs of 'BB+'. The Rating Outlook is Stable. Darling's 'BB+' rating reflects the company's leading market position as a globally diversified ingredient processor through repurposing animal by-products and other food wastes into useable fats and proteins across a wide range of end markets, ample liquidity supported by FCF that benefits from its 50% interest in Diamond Green Diesel (DGD) and moderate leverage offset by limited scale with Darling's core EBITDA (excluding its minority interest in DGD) below $500 million and business susceptibility to commodity volatility. Fitch expects Darling's core EBITDA, when prices are near the bottom of the commodity cycle, to be sustained around the mid-$400 million range. Darling's credit profile is expected to benefit materially due to expanded operational scale at DGD following the completion of the phase two capacity expansion project in 2021 that increases production capabilities for renewable diesel to 675 million gallons. If DGD's EBITDA increases as contemplated, this could result in a much larger and more sustainable dividend to Darling. Fitch projects improved gross leverage (total debt to operating EBITDA after associates and minorities) of around 2.1x at the end of 2020 driven by debt reduction and higher dividend distributions from DGD, versus 3.3x in 2019. In 2021, Fitch expects gross leverage in the low 3x range assuming Darling core EBITDA of around $500 million and no dividend distribution from DGD. In 2022, Fitch projects gross leverage of mid-2x assuming Darling sustains core EBITDA in the upper $400 million range and sizeable dividend distributions from DGD following the completion of the capacity expansion. KEY RATING DRIVERS Leading Market Positions: Darling maintains a unique global market position as a collector and processor of waste streams from the food industry, transforming the products into sustainable ingredients across diverse applications in the food, feed and fuel sectors. Supply growth has been supported by increasing global meat consumption which has risen linearly in the low-single digits during the past two decades and is expected to continue to increase driven by growth in population and per capita protein consumption. Long-term global demand for animal feed, pet food, collagen and other food and fuel products is supported by growth in GDP, urbanization and consumer spending. Darling also has significant exposure as the largest clean energy producer of renewable diesel in North America through its 50% interest in the DGD joint venture (JV) with Valero Energy Corporation (BBB/ Negative). Darling's vertically-integrated supply chain provides material benefits to DGD by controlling access to low carbon feedstock including animal fats and used cooking oil that help support its position as a low-cost producer. Past Earnings Stagnation: Darling's business is susceptible to commodity volatility which can weigh on earnings when prices are lower for commodities including corn, soymeal, palm oil and crude oil as a material portion of the company's finished products compete with other commodity substitutes. While the company's formula-based contracts pass a significant portion of the commodity risk to the supplier, the company retains some commodity exposure such that when commodity prices are low, earnings power is reduced. Darling also has exposure to currency fluctuations with roughly half of earnings from international markets including Europe, South America and China. Darling's EBITDA from 2015 to 2019, based on Fitch adjustments, averaged roughly $450 million with commodity prices near 10-year lows, compared to approximately $530 million in 2014. Darling has made material growth capital investments during the past several years to expand capacity for rendering processing and specialty collagen including three new capacity expansions that came on-line during 2020. As such, Fitch views Darling's sustained EBITDA around the mid $400 million range with material upside potential when commodity prices normalize through the cycle. During the next couple of years, Fitch expects Darling's sustained EBITDA could rise to the upper $400 million range supported by the expected growth in higher margin collagen products. LTM EBITDA was approximately $489 million, a 11% increase from YE 2019. The YTD improvement reflected higher earnings from the animal feed segment supported by higher gross margins from increased fat and protein prices combined with higher fuel segment earnings. For 2021, given the upward price movement in the grain and oilseed complex along with growth in higher margin specialty collagen, Fitch projects EBITDA of around $500 million. The projections are supported by USDA expectations (as of December 2020) for the average price of corn, soybean oil and soymeal to increase in 2021 by 11% to $4/bushel, 21% to .36 cents/pound and 24% to $370/short ton, respectively, resulting in an improved outlook for finished product prices. There could be material upside to Fitch's forecast in the event fat and protein prices sustain globally at higher levels. Food Segment Stable: The food segment, which contributes approximately one-third of Darling's revenues has demonstrated margin stability and EBITDA growth with EBITDA and margins in 2019 improving to $157 million and 14% respectively compared to average EBITDA and margins of approximately $130 million and 12% in the previous three years. Margins in the food segment tend to be more stable with minimal commodity risk exposure. The food segment derives the majority of its cash flows from collagen products with a much smaller contribution from food-grade edible fats and other products. The company expects to use a greater proportion of its collagen raw material supply to support the production of specialty collagen versus gelatin reflecting increased consumer demand due to health and wellness benefits for skin, hair, joints and bones. Specialty collagen margins are materially higher than gelatin which is more a mature market. Consequently, specialty collagen growth is expected to increase food segment EBITDA toward $200 million during the next several years. Feed Segment More Cyclical: The animal feed segment, which contributes around 60% of Darling's revenues, has more commodity exposure to competing agricultural-based feed alternatives and susceptible to volatility in finished goods prices. While formula-based contracts reduce commodity risk to Darling, the company still remains partially exposed such that, in a low commodity price environment, segment earnings power is muted. The rendering business generates the majority of cash flows with much smaller profitable contributions from bakery residuals, used cooking oil and specialties including wet pet food and fertilizers. The animal feed segment EBITDA experienced a trough point in 2019 of $258 million with protein prices under pressure globally due to affects from African Swine Fever, trade disruptions in China and currency headwinds. This compares to EBITDA of $317 million in 2017. LTM EBITDA improved to $285 million due to higher protein prices during 2Q20 due to coronavirus related disruptions, gross margin improvement reflecting cost management initiatives and higher fat prices and volumes at the start of the year in 1Q20. The USDA's outlook for 2021 for higher fat and protein pricing supports EBITDA expectations in at least the upper $200 million range. DGD Expected to Scale: Fitch expects DGD will become a more significant contributor to Darling's cash flows during the next several years that would drive material credit profile improvement if the business ramps as contemplated following the capacity expansion that is expected to increase the DGD JV's annual production capacity by an additional 400 million gallons to 675 million. The supply growth is supported by increasing demand for lower carbon biofuels driven by state, federal, and international government mandates for increasingly stringent carbon emission standards to reduce green-house gas emissions. Cash distributions from DGD have been inconsistent in the past due to capital reinvestment plans and legislative uncertainty with the Blenders Tax Credit (BTC). Darling received a $205 million distribution in 2020 after DGD received $431 million in blenders tax credits for 2018 and 2019 following approval by Congress to extend the $1 per gallon tax credit on Dec, 31, 2019, that was applied retroactively to the two years during which it had lapsed. The BTC was also extended for three years that improves legislative certainty through the end of 2022. DGD dividends to Darling from 2019 to 2017 were $67.5 million, $65 million and $25 million, respectively. The capacity expansion in 2021 is expected to be largely funded by the DGD JV cash flow. Additionally, Fitch expects that the board of directors for Valero and Darling will approve construction plans in early 2021 for a new renewable diesel plant in Port Arthur, TX for an additional 400 million gallons of renewable diesel that would require more than $1 billion in capital investment with expected operations beginning in 2024. Fitch's forecast projects a material ramp in cash flows at DGD following the completion of the second phase capacity expansion in late 2021 that should result in a more meaningful and sustainable cash distribution back to JV partners beginning in 2022. Fitch's forecast considers the investment requirements for the Port Arthur facility and assumes the BTC is not extended past 2022. Mid-2x Leverage Expected: Darling has focused on leverage improvement during the past several years with approximately $265 million in term loan repayments since 2016 including $145 million during 2020 using proceeds from DGD's dividend. Fitch expects gross leverage (total debt to operating EBITDA after associates and minorities) of around 2.1x at the end of 2020. This compares to gross leverage of 3.3x in 2019. EBITDA after associates and minorities considers additional dividends that are received or paid plus EBITDA of the base business. In 2021, Fitch expects gross leverage of around 3.1x assuming Darling core EBITDA of around $500 million and no dividend from DGD. In 2022, Fitch projects gross leverage of 2.4x assuming Darling core EBITDA in the upper $400 million range and a material dividend from the DGD JV. Balanced Capital Allocation: Fitch expects Darling will maintain a capital allocation policy focused on internal capital investment, bolt-on M/A and opportunistic share repurchases. Darling's asset base requires a relatively high capital intensity level given the corrosive nature of animal by-product processing to adequately support operations. As such, Fitch's forecast assumes capital spending in the upper $200 million range reflecting modest investment for growth related initiatives. Darling maintains an active share authorization program expiring August 2022 with $200 million in capacity as of the end of the 3Q20. Darling repurchased $55 million shares during the first fiscal quarter 2020 with no repurchases in either the second or third quarters. Currently, Darling does not pay a dividend. Fitch does not expect Darling to initiate a dividend until the DGD JV sustainably increases its dividend distribution back to the parent companies. ESG Considerations: Darling has an ESG Relevance Score of '4' [+] for Exposure to Social Impacts. Darling's base business focuses on the collection of animal by-products and repurposing into sustainable ingredients. Fitch expects the company should benefit from market preferences and healthy lifestyle trends toward collagen products. The company's biomass-based diesel JV is also benefiting from social and regulatory changes which are creating higher demand for renewable products and as a consequence increased renewable fuel mandates for the JV. This has a positive impact on the credit profile, and is relevant to the rating in conjunction with other factors. Darling has an ESG Relevance Score of '4' [+] for Energy Management, as the company's is benefitting from its strategic decision to invest in the biomass-based diesel industry that is expected to lead to higher stability and visibility of cash flows, as a result of the legislative mandates and consumer and corporates preference for the consumption of renewable products that improve air quality. This has a positive impact on the credit profile, and is relevant to the rating in conjunction with other factors. DERIVATION SUMMARY Darling's 'BB+'/Outlook Stable ratings reflect its unique global market position as a collector and processor of waste streams from the food industry, transforming the products into sustainable ingredients across diverse applications in the food, feed and fuel sectors. According to the company, Darling processes roughly 10% of the world's animal by-products in a highly fragmented market. The company benefits from global diversification with approximately 56% of sales in North America, 34% in Europe and the remainder in rest of world as of 2019. The ratings are tempered by operating EBITDA scale and business susceptibility to commodity volatility. Compared to other companies in Fitch's agribusiness coverage, Darling maintains higher profitability except for Ingredion Inc. (BBB/Stable). Darling's capital intensity is higher than agribusiness peers due to the corrosive nature of animal by-product processing. Fitch expects Darling to maintain long-term leverage (total debt to operating EBITDA after associates) in the mid-2x range. Similarly rated credits in Fitch's agriculture and protein portfolio include Universal Corporation (BBB-/Stable), Ingredion and Pilgrim's Pride Corp. (BB+/Stable). Universal's 'BBB-' rating recognizes its leading global position as a supplier of compliant leaf tobacco products providing a wide range of value-added services to farmers and manufacturers, offset by secular volume declines in global tobacco consumption and operational volatilities inherent in an agriculture-based business. Fitch expects that the recent diversification into plant-based ingredients should help offset the long-term secular pressures, with EBITDA after associates and minorities beginning fiscal 2022 (ending March 2022) to be close to or modestly above 2019 levels of around $230 million. Fitch expects Universal's proforma leverage (total debt to operating EBITDA after associates and minorities) could be modestly elevated in the 2.6x-2.7x range for fiscal 2021 (March 31) due to its recent acquisitions. Fitch projects leverage in fiscal 2022 will decline to around 2.5x or less as the company delevers the balance sheet. Ingredion's 'BBB' Long-Term IDR reflects its diverse product portfolio and good support from its underlying business model, which is focused on starches and sweeteners, with increasing exposure to higher-value, on-trend specialty ingredients that increased to 30% of net sales in 2019 compared with 25% in 2015. Fitch views the pass-through nature of customer contracts and the relatively stable commodity pricing tied to key raw materials (primarily corn) as relatively supportive of operating income stability with EBITDA margins typically in the upper-teen range. Ingredion's EBITDA in 2019 was around $950 million with historical leverage around 2x. Pilgrim's Pride Corp.'s (PPC) 'BB+' ratings are supported by the company's resilient business profile as one of the world's largest chicken processors with a presence in the U.S., Europe and Mexico, its diversified product portfolio and vertically integrated operations. The company's rating also considers PPC's product concentration in chicken, its weak corporate governance due its shareholder structure and the acquisitive history by PPC and its Parent, JBS S.A. PPC's EBITDA in 2019 was around $975 million. Fitch expects PPC to maintain long-term leverage (gross debt/operating EBITDA) in the mid-2x range with 2019 leverage of 2.4x. KEY ASSUMPTIONS -- EBITDA in the upper $400 million range in 2020, increasing to around $500 million in 2021 reflecting higher fat and protein pricing and growth in specialty collagens. -- Capital spending in the upper $200 million range over the forecast period. -- The forecast assumes phase two of the DGD capacity expansion completes at the end of 2021 with no dividend distribution. In 2022, Darling receives a material dividend distribution from DGD. Fitch's forecast does not assume the BTC is extended beyond 2022. -- FCF approaching $300 million in 2020, declining to less than $100 million in 2021. -- Gross leverage (total debt / operating EBITDA after associates and minorities) of 2.1x. In 2021, gross leverage of 3.1x, decreasing to 2.4x in 2022. -- Opportunistic bolt-on acquisitions and share repurchases similar to 2020 levels over the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- An upgrade could be considered if the company committed to maintain gross leverage (total debt/operating EBITDA after associates and minorities) below 2.5x supported by stable Darling core EBITDA of at least $450 million to $475 million and a sustainable and growing dividend from DGD. -- Fitch would also consider an upgrade due to increased scale, with sustained EBITDA from Darling's core operations exceeding $500 million reflecting increasing earning contributions from higher volumes and greater mix from the collagen business, a normalization in finished product pricing and tuck-in acquisitions; and EBITDA after associates and minorities approaching $750 million reflecting expectations that the DGD JV generates a larger and more sustainable dividend distribution, while maintaining gross leverage below 3x. Factor that could, individually or collectively, lead to negative rating action/downgrade: -- Gross leverage (total debt / operating EBITDA after associates and minorities) sustained above 3.0x as a result of financial performance below Fitch's expectations, such as EBITDA from Darling's core operations trending under $450 million, lack of dividend distribution from DGD, or large M&A debt-funded transactions. 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 Ample Liquidity: At Sept. 30, 2020, Darling's had ample liquidity consisting of $76 million in cash and availability of $934 million under the $1 billion revolving credit facility, which had $15 million in outstanding borrowings, $47 million in ancillary facilities and $4 million of issued letters. Darling used excess cash received from DGD distributions during the third quarter 2020 to repay $145 million on the term loan B. Minimal Maturities: During the third quarter 2020, Darling amended the $1 billion revolving credit facility that extended the maturity date to September 2025. Other amendments included the elimination or modification of certain negative covenants to increase the allowances for certain actions, including the incurrence of debt, restricted payments and investments, reducing secured guarantees from certain foreign operating entities and a collateral release mechanism subject to consent upon Darling achieving investment grade credit ratings. The remainder of Darling's debt structure includes a $350 million term loan B due 2024, EUR515 million senior notes due 2026 and $500 million senior notes due 2027. Covenants on the revolving credit facility require total leverage to not exceed 5.5x and interest coverage of 3.0x or greater for which Darling has significant cushion. SUMMARY OF FINANCIAL ADJUSTMENTS Fair value of debt adjusted to reflect debt amount payable on maturity, stock-based compensation, and adjusted for associate dividends. ESG Considerations: Darling has a relevance score of ESG Relevance Score of '4' [+] for Exposure to Social Impacts. Darling also has an ESG Relevance Score of '4' [+] for Energy Management. These factors have a positive impact on the credit profile and they are relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. DIOCESE OF BUFFALO: Hires Paliare Roland as Special Counsel ----------------------------------------------------------- The Diocese of Buffalo, New York seeks approval from the U.S. Bankruptcy Court for the Western District of New York to employ Paliare Roland Rosenberg Rothstein LLP as its special counsel. The Debtor requires legal assistance in non-bankruptcy litigation matters pending in the Superior Court of Justice, Ontario, Canada, which involve the Debtor and other participants in its self-insurance program. Paliare Roland customarily charges hourly rates ranging from $475 to $700 per hour for attorneys and $225 per hour for paraprofessionals. In addition, the firm will bill for disbursements incurred in in connection with providing its services. Paliare Roland is a disinterested party within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Andrew Lokan, Esq. Paliare Roland Rosenberg Rothstein LLP 155 Wellington Street West 35th Floor Toronto, Ontario M5V 3H1 Phone: +1 416-646-4300 About The Diocese of Buffalo N.Y. The Diocese of Buffalo, N.Y., is home to nearly 600,000 Catholics over eight counties in Western New York. The territory of the diocese is co-extensive with the counties of Erie, Niagara, Genesee, Orleans, Chautauqua, Wyoming, Cattaraugus and Allegany in New York State, comprising 161 parishes. There are 144 diocesan priests and 84 religious priests who reside in the Diocese. The diocese through its central administrative offices (a) provides operational support to the Catholic parishes, schools and certain other Catholic entities that operate within the territory of the Diocese "OCE"; (b) conducts school operations through which it provides parish schools with financial and educational support; (c) provides comprehensive risk management services to the OCEs; (d) administers a lay pension trust and a priest pension trust for the benefit of certain employees and priests of the OCEs; and (e) provides administrative support for St. Joseph Investment Fund, Inc. Dealing with sexual abuse claims, the Diocese of Buffalo sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-10322) on Feb. 28, 2020. The diocese was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Carl L. Bucki is the case judge. Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, Esq., is the diocese's counsel; Connors LLP and Lippes Mathias Wexler Friedman LLP are its special litigation counsel; and Phoenix Management Services, LLC is its financial advisor. Stretto is the claims agent, maintaining the page https://case.stretto.com/dioceseofbuffalo/docket. The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 12, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Gleichenhaus, Marchese & Weishaar, PC. DOWNTOWN DENNIS: Hires Coldwell Banker as Real Estate Broker ------------------------------------------------------------ Downtown Dennis Real Estate, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Coldwell Banker Bain Everett, as real estate broker to the Debtor. Downtown Dennis requires Coldwell Banker to market and sell the Debtor's real properties located at located at Everett Ave, Everett, Washington. Coldwell Banker will be paid a commission of 5% of the purchase price. Michael Fear, a partner of Coldwell Banker Bain Everett, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Coldwell Banker can be reached at: Michael Fear Coldwell Banker Bain Everett 2708 Colby Ave. Everett, WA 98201 Tel: (425) 290-7510 About Downtown Dennis Real Estate Downtown Dennis Real Estate, LLC, owns and operates the property located at 2201, 2207 and 2213 Everett Ave., Everett, Washington 98201. Downtown Dennis Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on Nov. 17, 2020. At the time of the filing, the Debtor disclosed total assets of $2,910,519 and total liabilities of $1,511,516. Judge Timothy W. Dore oversees the case. The Law Office of Marc S. Stern serves as the Debtor's bankruptcy counsel. DOWNTOWN DENNIS: Hires Donald G. Watts as Accountant ---------------------------------------------------- Downtown Dennis Real Estate, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Donald G. Watts, as accountant to the Debtor. Downtown Dennis requires Donald G. Watts to provide accounting services to the Debtor in the Chapter 11 bankruptcy proceedings. Donald G. Watts will be paid at the hourly rate of $150. Donald G. Watts will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald G. Watts assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Donald G. Watts can be reached at: Donald G. Watts 5705 Evergreen Way, Suite 202 Everett, WA 98203 Tel: (425) 353-8876 About Downtown Dennis Real Estate Downtown Dennis Real Estate, LLC, owns and operates the property located at 2201, 2207 and 2213 Everett Ave., Everett, Washington 98201. Downtown Dennis Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on Nov. 17, 2020. At the time of the filing, the Debtor disclosed total assets of $2,910,519 and total liabilities of $1,511,516. Judge Timothy W. Dore oversees the case. The Law Office of Marc S. Stern serves as the Debtor's bankruptcy counsel. DOWNTOWN DENNIS: Hires Marc S. Stern as Counsel ----------------------------------------------- Downtown Dennis Real Estate, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Washington to employ Marc S. Stern, Attorney at Law, as counsel to the Debtor. Downtown Dennis requires Marc S. Stern to: -- assist in the preparation of schedules, analysis of financial affairs of the Debtor, analysis of, motions for, and negotiation of the use of cash collateral; and -- assist in the preparation of a Chapter 11 Plan, review of executor contracts, and such other or further matters as may arise during the course of administering this Chapter 11. Marc S. Stern will be paid at these hourly rates: Attorneys $425 Paralegals $125 The Debtor paid Marc S. Stern a retainer in the amount of $9,217. Marc S. Stern will also be reimbursed for reasonable out-of-pocket expenses incurred. Marc S. Stern assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Marc S. Stern can be reached at: Marc S. Stern, Esq. 1825 NW 65 th Street Seattle, WA 98117 Tel: (206) 448-7996 E-mail: marc@hutzbah.com About Downtown Dennis Real Estate Downtown Dennis Real Estate, LLC, owns and operates the property located at 2201, 2207 and 2213 Everett Ave., Everett, Washington 98201. Downtown Dennis Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on Nov. 17, 2020. At the time of the filing, the Debtor disclosed total assets of $2,910,519 and total liabilities of $1,511,516. Judge Timothy W. Dore oversees the case. The Law Office of Marc S. Stern serves as the Debtor's bankruptcy counsel. EMERALD GRANDE: Seeks Jan. 14 Hearing on Elkview Hotel Auction Sale ------------------------------------------------------------------- Emerald Grande, LLC, asks the U.S. Bankruptcy Court for the Northern District of West Virginia to schedule an expedited hearing on its proposed auction sale of its assets related to the La Quintana Hotel - Elkview, West Virginia, free and clear of any and all liens, claims, encumbrances, and other interests, with any such liens, claims, encumbrances, and other interests attaching to the proceeds of the Sale. The Debtor asks to have the matter heard on Jan. 14, 2021. As described in the Sale Motion, the Debtor and Carter Bank & Trust, which has a first priority lien on the Elkview Hotel, have been attempting to sell the hotel for over two years. The sale of the Elkview Hotel was previously approved by the Court twice to other parties, which failed to close and from which litigation has ensued. At this point, the Elkview Hotel has been on the market for over two years and the anticipated sale price is for substantially less than Carter Bank is owed (more than $7 million). Thus, there is no real possibility that a sale of the Elkview Hotel by any other method will yield an amount in excess of the claim of Carter Bank. Cause exists to schedule an expedited hearing to approve the sale of the Elkview Hotel pursuant to the Sale Motion, under current market conditions including the Corona Virus, and the advice of the Debtor's broker, CBRE, Inc. Carter Bank is the only party likely to be affected by the Debtors' request, and Carter Bank consents to the request for expedited approval. The Debtor anticipates that Comm 2013 CCRE12 Crossings Mall Road, LLC will file a limited objection to the proposed sale, consistent with its earlier objections. The proposed sale will be subject to any alleged easement interests of Comm 2013. The Debtor proposes that any written response or objection to the relief sought in the Motion be filed before the hearing to be set for Jan. 14, 2021. It has provided notice of the Motion to the entities on the ECF service list, and submits that no other or further notice is necessary, given the nature of the relief sought. The Debtors respectfully asks that the Court enters an order scheduling an expedited hearing for Jan. 14, 2021, at 9:30 a.m. (ET), via zoom at the following link: https://vawb-uscourts-gov.zoomgov.com/j/16106051116?pwd=d1RWSXN0ZGw1Z3BZeURaVTVESHE2dz09#success to approve the sale of the Elkview Hotel. About Emerald Grande, LLC Emerald Grande, LLC, owns and operates two hotel properties, the La Quinta Inn and Suites adjacent to the Elkview Crossings Shopping Mall, in Elkview, West Virginia; and the La Quinta Inn and Suites adjacent to the Merchants Walk Shopping Mall, in Summersville, West Virginia. It also owns a real estate development in Charleston (Kanawha City), West Virginia. Emerald Grande filed a Chapter 11 petition (Bankr. N.D. W.Va. Case No. 17-00021) on Jan. 11, 2017. The petition was signed by William A. Abruzzino, managing member. The case is assigned to Judge Patrick M. Flatley. The Debtor estimated assets and liabilities at $10 million to $50 million at the time of the filing. The Debtor is represented by Steven L. Thomas, Esq., at Kay, Casto & Chaney PLLC. The Debtor employs Woomer, Nistendirk & Associates PLLC as accountant; and Realcorp, LLC, as broker, with Jon Cavendish serving as the listing agent, to market and sell its property in Kanawha County, West Virginia. No official committee of unsecured creditors has been appointed. ENERGY FISHING: To Seek Plan Confirmation on Feb. 12 ---------------------------------------------------- Judge David R. Jones has entered an order conditionally approving the Disclosure Statement in support of the Plan of Reorganization of Energy Fishing & Rental Services, Inc. The judge ruled that these deadlines and dates will apply to the Debtor's solicitation of the Plan: * Ballots and objections to final approval of the Disclosure Statement and confirmation of the Plan are due Feb. 5, 2021, * The Debtor's deadline to file a ballot tabulation is Feb. 9, 2021. * The Debtor's deadline to file a consolidated brief and reply in support of confirmation is Feb. 9, 2021. * The combined hearing on final approval of the Disclosure Statement and confirmation of the Plan is Feb. 12, 2021 at 11:00 a.m. About Energy Fishing & Rental Houston, Texas-based Energy Fishing & Rental Services, Inc., provides fishing and downhole intervention services. The Company offers accumulators, adapters, backoff tools, bailers, bails, bars, baskets, bits, blocks, blowout preventers, bushings, casing patches, couplings, cutters, die collars, rabbits, elevators, extensions, overshots, and accessories. On the web: http://www.energyfrs.com/ Energy Fishing & Rental Services sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-20299) on Sept. 18, 2020. The petition was signed by Arthur L. Potter, chairman and president. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge David R. Jones oversees the case. Munsch Hardt Kopf & Harr, P.C., is the Debtor's legal counsel. EVEREST HOTEL: $2.55M Sale of 2 Hotels and Restaurant Approved -------------------------------------------------------------- Judge Margaret Cangilos-Ruiz of the U.S. Bankruptcy Court for the Northern District of New York authorized The Everest Hotel Group, LLC's private sales of the real property located 7666 State Route 434, in Apalachin, New York, as follows: (a) the two hotels, namely the former Comfort Inn and Suites Apalachin and the former Quality Inn Apalachin, now closed, to Kishan Patel for $2.5 million pursuant to an Asset Purchase Agreement dated Nov. 20, 2020; and (b) the former Perkins Restaurant and Bakery to Rackley S. Wren for $50,000 pursuant to the Contract to Purchase dated Nov. 23, 2020. The hearing on the Motion was held on Jan. 7, 2021. The Debtors are authorized to conduct the Private Sales of the Property. The Purchase Prices will be paid immediately upon Closings in accordance with the terms of their respective APA. All sales tax, recording tax, transfer tax, stamp tax or similar taxes associated with the Private Sale will be paid in accordance with the terms ofthe Sale Agreements. The division of the proceeds of Private Sales after standard closing adjustments will be: (a) $125,000 to the brokerage firm Marcus & Millichap for the Broker's Commission as negotiated; (b) $70,000 for the Professional Fee Carve Out as negotiated; (0) $50,000 to the estate for the Estate Carve Out ; and (d) the balance ofthe net proceeds to Visions Federal Credit Union. The broker's commission to Marcus & Millichap and the balance ofthe net proceeds to Visions will be paid at closing on the sale of the Hotels with the Professional Fee Carve Out and Estate Carve out to be held in escrow by the Debtor's counsel pending further order of the Court. The Property sold to the Purchasers will be free and clear ofall liens, claims and encumbrances, and such Property will be sold "as is, where is" and without warranty, representation or recourse of any kind or nature. The Patel APA and Wren Contract (including all exhibits and schedules thereto and all terms and conditions thereunder), and the assumption of the Patel APA and Wren Contract are approved in all respects. The foregoing notwithstanding, the provision of the Order authorizing the Private Sales of the Property of the Debtor free and clear of liens and interests will be self-executing. All persons or entities that are presently, or at the Closing, in possession of any of the Property of the Debtor, are directed to surrender possession of such Property to the Purchasers, or their respective designees at the Closing (except to the extent the Sale Agreements expressly provides otherwise). As provided by Bankruptcy Rule 6004(h), and Bankruptcy Rule 6006(d), because time is of the essence, the Order will be effective and enforceable as of its entry, and the 14-day stay period provided for in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure is waived. About The Everest Hotel Group The Everest Hotel Group, LLC, is a part of the motels, hotels, and resort industry. The Everest Hotel Group, based in Apalachin, NY, filed a Chapter 11 petition (Bankr. N.D.N.Y. Case No. 20-31222) on Dec. 1, 2020. In its petition, the Debtor disclosed $2,550,265 in assets and $7,472,633 in liabilities. The petition was signed by Khanzada Amin Khan, sole & managing member. HARRIS BEACH PLLC, serves as bankruptcy counsel to the Debtor. EXTRACTION OIL: FERC Fights Plan Approval in District Court ----------------------------------------------------------- Law360 reports that the Federal Energy Regulatory Commission is fighting the approval of Extraction Oil & Gas' Chapter 11 plan that allowed the company to ditch pipeline contracts, just weeks after objecting to the Delaware bankruptcy court's authority to reign over FERC-approved deals without the regulator's blessing. FERC initiated appeal proceedings Wednesday, Jan. 6, 2021, in federal district court to challenge U.S. Bankruptcy Judge Christopher S. Sontchi's Dec. 23, 2020 approval of Extraction Oil & Gas Inc.'s plan to emerge from Chapter 11 bankruptcy. The ruling was issued over FERC's objections that the bankruptcy court lacked the authority to allow a debtor to scrap pipeline agreements. About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. -- http://www.extractionog.com/-- is an independent energy exploration and development company focused on exploring, developing, and producing crude oil, natural gas, and NGL primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC, is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is the Debtors' independent audit services provider. FADYRO DISTRIBUTORS: Case Summary & 15 Unsecured Creditors ---------------------------------------------------------- Debtor: Fadyro Distributors Inc. Carr. #183, Km. 7.9 Lot #3, Del Valle Industrial Park Hato Ward San Lorenzo, PR 00754 Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court District of Puerto Rico Case No.: 21-00029 Debtor's Counsel: Noemi Landrau Rivera, Esq. LANDRAU RIVERA & ASSOCIATES PO Box 270219 San Juan, PR 00927 Tel: 787-774-0224 E-mail: nlandrau@landraulaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Pedro Pablo Diaz Diaz, president. A copy of the petition containing, among other items, a list of the Debtor's 15 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SVARECA/FADYRO_DISTRIBUTORS_INC__prbke-21-00029__0001.0.pdf?mcid=tGE4TAMA FARBER BALLET: Unsecured Creditors Will Recover 30% in Plan ----------------------------------------------------------- Farber Ballet Inc. submitted an Amended Small Business Plan of Reorganization on Jan. 6, 2021. The Debtor will continue to operate under the barter agreement and pay all operating expenses moving forward. Under the Plan, Class 3 non-priority unsecured creditors will receive a distribution of 30 percent of unsecured debt within five years, compared with a 2 percent distribution in a Chapter 7 liquidation. Each holder of a non-priority unsecured claim will receive a pro rata share of $500 per month for a period of 5 years. The Debtor will pay $500 each month from net disposable income earned each month for the life of the plan. A full-text copy of the Plan of Reorganization dated Jan. 6, 2021, is available at https://bit.ly/3owtpSy from PacerMonitor.com at no charge. About Farber Ballet Inc. Farber Ballet Inc., a ballet school in New York City, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-43010) on Aug. 20, 2020. At the time of the filing, the Debtor estimated assets of up to $50,000 and liabilities of between $100,001 and $500,000. Judge Nancy Hershey Lord oversees the case. David A. Feinerman, Esq., is the Debtor's legal counsel. FERRELLGAS PARTNERS: Blames Failed Expansion, Debt Load for Woes ---------------------------------------------------------------- Allison McNeely of Bloomberg reports that Ferrellgas Partners LP, whose Blue Rhino propane tank exchange network serves backyard barbecuers across the U.S., filed for bankruptcy to unload debts left over from a failed expansion. The company sought federal court protection from creditors in Delaware with assets and liabilities of $100 million to $500 million, according to its Chapter 11 petition. The debtor is a holding company, but the operating company, Ferrellgas LP, isn't part of the bankruptcy and will continue to run without interruption. Ferrellgas will remain an employee-owned business and there will be no impact on customers, employees, vendors, suppliers or distributors, according to a spokeswoman. The company has almost 800,000 customers across the U.S. and Puerto Rico and a staff of nearly 5,000 people, according to a Ferrellgas statement. Overland Park, Kansas-based Ferrellgas, burdened with a turbulent propane business and a high debt load, previously said it intended to file for bankruptcy. The holding company debt will be eliminated, more than $1.5 billion of operating company debt will be refinanced, and more than $1 billion of new capital will be raised at the operating company level. Chairman Jim Ferrell, who has served various roles in the company since 1965, returned to lead the company in late 2016. His mandate was to turn things around after Ferrellgas borrowed heavily to fund an $837.5 million acquisition of midstream company Bridger Logistics LLC in 2015. Ferrellgas sold off the Bridger assets in parts for significantly less than the purchase price in 2018, with analysts attributing the failure of the Bridger acquisition to bad timing ahead of the collapse in crude prices. About Ferrellgas Partners Ferrellgas Partners, L.P. ("HoldCo") is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and Ferrellgas, L.P. Partners Finance is a Delaware corporation formed in 1996 and has nominal assets, no employees and does not conduct any operations, but solely serves as co-issuer and co-obligor for the 2020 Notes. Ferrellgas, primarily through Ferrellgas, L.P., is a distributor of propane and related equipment and supplies to customers in the United States. Ferrellgas' market areas for residential and agricultural customers are generally rural while the market areas for industrial/commercial and portable tank exchange customers are generally urban. On Jan. 11, 2021, Ferrellgas Partners Finance Corp. and Ferrellgas Partners, L.P., sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10020 to 21-10021). The operating company, Ferrellgas LP, did not file a Chapter 11 petition. Ferrellgas Partners, L.P., was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped SQUIRE PATTON BOGGS (US) LLP as primary restructuring counsel; CHIPMAN, BROWN, CICERO & COLE, LLP, as Delaware bankruptcy counsel; MOELIS & COMPANY LLC as investment banker; and RYNIKER CONSULTANTS as financial advisor. PRIME CLERK LLC is the claims agent. FRANCESCA'S HOLDINGS: Court Okays Breakup Fee, Stalking Horse Bid ----------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that the U.S. Bankruptcy Judge Brendan L. Shannon signed off on Francesca's Holdings Corp.'s lead bidder and approved a breakup fee in case a higher offer comes in, court papers show. The breakup fee would equal no more than 3% of the stalking horse bidder's purchase price if a better offer comes in, court papers show. A hearing on the matter was canceled and the signed order was posted to the docket on Monday, January 11, 2021. Francesca's identified the Asset Purchase Agreement by and among Francesca's Acquisition, LLC and Tiger Capital Group, LLC, as Buyer, and Francesca's Holdings Corporation, et al., as Seller, dated as of January 7, 2021 (the "APA") and the Agency Agreement, by and among the Debtors and Tiger Capital Group, LLC, that were filed with the Court on Jan. 8, 2021, as applicable, as the Stalking Horse Agreement. Francesca's Acquisition, LLC (an affiliate of TerraMar Capital, LLC) and Tiger Capital Group, LLC comprise the Stalking Horse Bidder). The Stalking Horse APA remains subject to the competitive bidding process outlined in the Bidding Procedures Motion and the Debtors will continue to negotiate in good faith with all Interested Parties through the Bid Deadline and the Auction. However, the Stalking Horse APA sets a critical floor for all future bids through a purchase price that includes, subject to certain adjustments, $17 million in cash, over $6.6 million in assumed liabilities, and caps the Debtors' exposure to cure costs related to assumed executory contracts and leases at $2.9 million. The Stalking Horse APA also excludes from Acquired Assets the tax refunds due to the estate for fiscal year 2019, which total $2.5 million based on filed tax returns, and the tax refund due for fiscal year 2020 which is estimated to total between $9 and $12 million, leaving these valuable assets with the Debtors' estates. The Stalking Horse APA further provides for post-closing lease designation rights and for the transfer of employees in go forward locations, which will facilitate the continuation of the Debtors' business as a going concern. A copy of the order is available at https://bit.ly/3i5veUa A copy of the Stalking Horse APA is available at https://bit.ly/2Xx9Q0C About Francesca's Holdings Corp. Francesca's Holdings Corp. is a specialty retailer that operates a nationwide-chain of boutiques providing a diverse assortment of apparel, jewelry, accessories, and gifts. As of Dec. 1, 2020, Francesca's operated 558 boutiques in 45 states and the District of Columbia and also serves customers through www.francescas.com, its e-commerce website, and its recently launched mobile app. Francesca's Holdings Corp. and three affiliates sought Chapter 11 protection (Bankr. D. Del. Case No. 20-13076) on Dec. 3, 2020. Francesca's disclosed $264,700,000 in assets and $290,500,000 in liabilities as of Nov. 1, 2020. The Hon. Brendan Linehan Shannon is the case judge. The Debtors tapped O'MELVENY & MYERS LLP as general bankruptcy counsel; and FTI CAPITAL ADVISORS LLC as financial advisor and investment banker. RICHARDS, LAYTON & FINGER, P.A., is the local counsel. A&G REALTY PARTNERS is the real estate advisor. TIGER CAPITAL GROUP, LLC, is the store closure sales consultant. STRETTO is the claims agent. FREEMAN HOLDINGS: Moves Plan Confirmation Hearing to Feb. 23 ------------------------------------------------------------ Judge Scott M. Grossman has entered an order that the hearing to consider confirmation of the Plan of Freeman Holdings, L.L.C., et al., final approval of Disclosure Statement, and approval of the final fee applications is continued to Feb. 23, 2021 at 1:30 p.m. by video conference using the services of Zoom Video Communications, Inc. All related deadlines are extended accordingly. In seeking a continuance, the Debtors explained that they are currently in negotiations with the three primary creditors, Woodforest Bank, Arvest Bank, and Bank of America. Due primarily to the holiday season, settlement discussions have taken longer than expected. The Debtors believe that the Plan will ultimately be consensual, as the Parties appear to be close to settling. Attorneys for the Debtors: Aaron A. Wernick, Esq. Wernick Law, PLLC 2255 Glades Road, Suite 324A Boca Raton, FL 33431 Tel: (561)961-0922 Fax: (561)431-2474 E-mail: awernick@wernicklaw.com About Freeman Holdings Freeman Holdings, LLC, and FWP Realty Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-15410 and 20-15412) on May 17, 2020. At the time of the filing, the Debtors each had estimated assets of between $500,001 and $1 million and liabilities of between $1 million to $10 million. Judge Scott M. Grossman oversees the cases. Wernick Law, PLLC is the Debtor's legal counsel. GARRETT MOTION: Hires Foley & Mansfield as Expert Witness --------------------------------------------------------- Garrett Motion Inc., and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Foley & Mansfield, as expert witness to the Debtors. Garrett Motion requires Foley & Mansfield to assist the Debtors in connection with the contested matter initiated by the Debtors' Motion Pursuant to Sections 105(a) and 502(c) of the Bankruptcy Code to Establish Procedures for Estimating the Maximum Amount of Honeywell's Claims and Related Relief (the "Estimation Motion"), the adversary proceeding titled Garrett Motion Inc., et al. v. Honeywell International Inc., et al., Adv. Pro. No. 20-1223 (the "Honeywell Action"), and any claims, defenses, appeals, contested matters, or other proceedings, or portions of any of the foregoing, arising in or relating to the foregoing or to any claims that Honeywell International Inc. and its affiliates (collectively, "Honeywell") has or may assert against the bankruptcy estates or that may be asserted by the bankruptcy estates against Honeywell (collectively the "Honeywell Claims"). Foley & Mansfield will be paid at the hourly rate of $750. Foley & Mansfield will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary D. Sharp, a partner of Foley & Mansfield, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Foley & Mansfield can be reached at: Gary D. Sharp Foley & Mansfield 130 East Nine Mile Road Ferndale, MI 48220 Tel: (248) 721-4200 About Garrett Motion Inc. 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 ("OEMs") 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 $2,066,000,000 in assets and $4,169,000,000 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 as investment banker; MORGAN STANLEY & CO. LLC as investment banker; and ALIXPARTNERS LLP as restructuring advisor. KURTZMAN CARSON CONSULTANTS LLC is the claims agent. GARRETT MOTION: Selects Beefed Up Offer by Centerbridge/Oaktree ---------------------------------------------------------------- Garrett Motion Inc. on Jan. 11, 2021, disclosed that it has selected an enhanced proposal from a consortium of stockholders led by Centerbridge Partners, L.P. ("Centerbridge") and funds managed by Oaktree Capital Management, L.P. ("Oaktree") (the "Plan Sponsors") as the best plan to reorganize the Company, following a lengthy and active competitive process. The Company's decision comes after considering proposals from several parties, including bidders at the court-approved auction and the Plan Sponsors, and involved multiple bids from the court-approved "stalking horse", KPS Capital Partners, LP, as well as another consortium of stockholders. "We are very pleased with the results of the competitive process undertaken," said Carlos Cardoso, Chairman of Garrett's Board of Directors. "We would like to thank all of the participants, especially the two other bidders who made compelling improved proposals. Intense negotiations with the different parties over the last few weeks have enabled us to select the best plan for the company and its various stakeholders. We are excited about the improvements put forth by the Plan Sponsors and look forward to working with them to consummate the transaction." "This proposed transaction addresses Garrett's pre-filing capital structure, and enables us to benefit from the strong support of Centerbridge and Oaktree, two leading financial sponsors with track records of helping companies create value, as we position the Company to successfully capitalize on the opportunities created by the ongoing transformation of the auto industry. It provides the right capital structure to ensure Garrett's long-term viability and sets the foundation for the next phase of Garrett's growth," said Olivier Rabiller, President and Chief Executive Officer of Garrett. "We look forward to emerging from Chapter 11 stronger and better positioned to continue to provide exceptional service to our customers, be a reliable partner to our suppliers and other stakeholders, and create long-term opportunities for our dedicated employees." Centerbridge and Oaktree are leading investment management firms with the commitment and resources to help Garrett succeed. The institutions have significant automotive supplier investment experience, including with respect to Dana (Centerbridge), Delphi (Oaktree), Aludyne (Oaktree), TI Auto (Oaktree), and Dayco (Oaktree). Centerbridge and Oaktree follow an investment strategy based on long-term value creation with their portfolio companies, including by focusing on financial and operational sponsorship. Centerbridge and Oaktree jointly said: "We look forward to working with Garrett Motion to meet the growing demand for its products and technology. It is well positioned for long-term success, given its market leading franchise, blue-chip customer base, and long history of R&D and reliability. This transaction will best position the Company and its talented team to invest in growth, support its innovation, and continue to deliver value to all of its stakeholders, including customers, suppliers and employees." Proposed Transaction Under the proposed transaction (the "Proposed Transaction"): * All creditors of the Company other than Honeywell International Inc. ("Honeywell") are unimpaired and paid in full in cash. Honeywell has agreed to the resolution of its claims as described below. * Prepetition funded debt is reduced from approximately $1.9 billion on the date of the Chapter 11 filing to an estimated $1.1 billion at emergence. * Stockholders (other than the parties to the Plan Sponsor Agreement) will be offered the option of receiving cash for their shares at a price of $6.25 per share, representing an approximate 30% premium over the market price as of the close of trading Friday, January 8, 2021. * The Company will remain publicly listed. Stockholders who do not opt to receive cash will be entitled to retain their existing shares of common stock and receive the right to subscribe for a share of up to $200 million of Series A Preferred Stock on the same terms as the Plan Sponsors. * The Plan Sponsors and stockholders participating in the rights offering will subscribe for $1,250 million of Series A Preferred Stock, the proceeds of which will be used to repay existing funded debt, make a $375 million payment to Honeywell, fund cash payments to stockholders opting to receive cash for their shares and to pay transaction expenses. * All asbestos and tax indemnification obligations to Honeywell incurred in connection with the 2018 spin-off will be resolved. * In addition to receiving the $375 million cash payment at emergence, Honeywell will receive Series B Preferred Stock payable in installments of $35 million in 2022, and $100 million annually 2023-2030. The Company will have the option to prepay the Series B Preferred Stock in full at any time at a call price equivalent to $584 million as of the emergence date (representing the present value of the installments at a 7.25% discount rate). The Company will also have the option to make a partial payment of the Series B Preferred Stock, reducing the present value to $400 million, at any time within 18 months of emergence. In every case the duration of future liabilities to Honeywell will be reduced from 30 years prior to the Chapter 11 filing to a maximum of nine years. Other important terms and conditions of the Proposed Transaction are included in a Plan Sponsor Agreement, entered into by the Company, the Plan Sponsors and the other parties thereto. The Company expects to file a modified Plan of Reorganization reflecting the terms of the Plan Sponsor Agreement by January 22, and targets emergence from Chapter 11 by April 30, 2021, subject to receiving bankruptcy court approval and satisfaction of customary closing conditions. On January 8, 2021, the Company had filed documents seeking confirmation of a Plan of Reorganization consistent with the amended milestones under an agreement with its lenders and included in a Form 8-k filing with the Securities and Exchange Commission. Such documents would be amended and refiled to reflect the terms of the Plan Sponsor Agreement. Business as Usual The Company expects to continue operating without interruption, including providing customers with the same high-quality products and services they expect and continuing partnerships with its valued suppliers in the ordinary course of business. About Centerbridge Partners L.P. Centerbridge Partners -- http://www.centerbridge.com-- is a private investment management firm employing a flexible approach across investment disciplines -- from private equity to credit and related strategies, and real estate -- in an effort to find the most attractive opportunities for our investors and business partners. The firm was founded in 2005 and as of November 30, 2020 has approximately $28 billion in capital under management with offices in New York and London. Centerbridge is dedicated to partnering with world-class management teams across targeted industry sectors and geographies to help companies achieve their operating and financial objectives. About Oaktree Capital Management L.P. Oaktree -- http://www.oaktreecapital.com-- is a leader among global investment managers specializing in alternative investments, with $140 billion in assets under management as of September 30, 2020. The firm emphasizes an opportunistic, value-oriented approach. The firm emphasizes an opportunistic, value-oriented and risk-controlled approach to investments in credit, private equity, real assets and listed equities. The firm has over 1,000 employees and offices in 19 cities worldwide. About Garrett Motion Inc. 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 ("OEMs") 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 $2,066,000,000 in assets and $4,169,000,000 in liabilities as of June 30, 2020. Morgan Stanley & Co. LLC and Perella Weinberg Partners are serving as financial advisors, Sullivan & Cromwell LLP and Quinn Emanuel Urquhart & Sullivan LLP are serving as legal advisors, and AlixPartners are serving as restructuring advisor to Garrett Motion. Kurtzman Carson Consultants LLC is the claims agent. Houlihan Lokey Inc. and Milbank LLP are serving as advisors to bidders Centerbridge Partners, L.P. and Oaktree Capital Management, L.P. GENWORTH HOLDINGS: Moody's Lowers Sr. Unsec. Debt Rating to Caa1 ---------------------------------------------------------------- Moody's Investors Service has downgraded the senior unsecured debt rating of Genworth Holdings, Inc. (Holdings) to Caa1 from B3. The outlook for its debt ratings remains developing. The action reflects the expiration of the end date on December 31, 2020 of the merger agreement between Genworth Financial Inc. (unrated) (Genworth or company) and China Oceanwide Holdings Group Co. Ltd. (unrated), and Genworth's inability to build sufficient liquidity to address upcoming debt maturities and maintain an appropriate cash buffer at the holding company for its uses of cash. Genworth is the ultimate holding company for Holdings. The ratings for Genworth Mortgage Holdings, Inc. (GMHI) (Ba3, stable), Genworth Mortgage Insurance Corporation (GMICO) (Baa3 insurance financial strength rating, stable), and the IFS ratings of Genworth's life insurance subsidiaries, Genworth Life Insurance Company and Genworth Life Insurance Company of New York (IFS rating Caa1, stable) and Genworth Life and Annuity Insurance Company (IFS rating B3, stable) are not part of this rating action. RATINGS RATIONALE Moody's said Holdings' rating downgrade reflects the limited access to the debt capital markets, and the need to execute alternative financing agreements to address its upcoming debt maturities. The downgrade also reflects the ongoing strain on Genworth's financial flexibility and balance sheet to extend its debt ladder given the recent announcement by the company that the timing to complete the transaction with China Oceanwide remains uncertain. Moody's recognizes that Genworth has material resources at Holdings, including its stake in its mortgage insurance operations and net cash and investments of approximately $1 billion as of December 31, 2020. However, Genworth's ability to organically build additional liquidity is constrained by its expected limited dividends in aggregate in 2021 from its insurance subsidiaries, relative to its debt load. The developing outlook on Holdings reflects the fact that at this stage, liquidity continues to be pressured, and long-term financing solutions for its debt ladder remain uncertain starting with its upcoming debt maturities of approximately $.7 billion in September 2021 so in due course either positive or negative rating pressure could emerge. The uncertainty remains around the ability to execute alternative arrangements including the potential partial initial public offering of Genworth's U.S. Mortgage Insurance business which is subject to market conditions as well as the satisfaction of various conditions and regulatory approvals. Should a transaction close on the US MI business, Genworth is expected to use the net proceeds to reduce its outstanding debt. Execution of these transactions by Genworth may result in a multiple notch upgrade in Holdings ratings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on Holdings' ratings could develop if Genworth demonstrates a path to reduce its debt ladder that may include closing a transaction with China Oceanwide including the $1.5 billion capital investment plan, or the utilization of the net proceeds from the IPO of Genworth's US MI business to repay all or a portion of its outstanding debt starting with its 2021 debt maturities would lead to a change in the outlook to stable, and/or an upgrade of Holdings' ratings. Additionally, the following could place upward pressure on Holdings' ratings: an improvement of holding company financial flexibility including increased dividend capacity; a reduction in the amount outstanding in the debt ladder beyond 2021. A downgrade of Holdings' ratings could result from the following factors: lack of progress in developing alternative arrangements for its upcoming debt maturities in 2021; if the plans to raise capital from the US MI business are insufficient or unsuccessful; and a deterioration in holding company financial flexibility including decreased dividend capacity AFFECTED RATINGS: The following rating have been downgraded: Issuer: Genworth Holdings, Inc.: backed senior unsecured to Caa1 from B3 backed senior unsecured shelf to (P)Caa1 from (P)B3 backed junior subordinate to Caa2 (hyb) from Caa1 (hyb) backed junior subordinate shelf to (P)Caa2 from (P)Caa1 Outlook actions Issuer: Genworth Holdings, Inc. Outlook, Remains developing PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Mortgage Insurers Methodology published in November 2019. Holdings is the intermediate holding company of Genworth, an insurance and financial services holding company headquartered in Richmond, Virginia. Holdings also acts as a holding company for its respective subsidiaries including its life and international mortgage insurance businesses. In addition, Holdings relies on the financial resources of Genworth including the US mortgage business to meet its obligations. The group reported year-to-date GAAP net income (loss) available to Genworth's common shareholders of $(89) million at September 30, 2020 on total assets of $104.9 billion and shareholders' equity of $15.2 billion. GLOBAL ACQUISITIONS: Plan & Disclosures Deadline Moved to Feb. 5 ---------------------------------------------------------------- Judge Sheri Bluebond has granted Global Acquisitions Holding Group, Inc., an extension through and including Feb. 5, 2021, of its deadline for filing a Disclosure Statement and Plan. In seeking an extension of the Jan. 6 deadline, the Debtor explained that the extension would allow the Debtor's counsel time necessary to propose and file an adequate disclosure statement and Plan. The Debtor narrated that on Dec. 15, 2020, the Debtor's counsel tested positive for Covid-19 and was unable to return to work fully until Dec. 30, 2020. On Jan. 4, 2021, the paralegal for the Debtor's counsel also tested positive for Covid-19 and is unable to work at this time. Counsel for the Debtor: Onyinye Anyama Esq. Anyama Law Firm | A Professional Law Corporation 18000 Studebaker Road, Suite 325 Cerritos, California 90703 Tel: (562) 645-4500 Fax: (562) 318-3669 E-mail: info@amyamalaw.com About Global Acquisitions Global Acquisitions Holding Group, Inc., is a single asset real estate (as defined in 11 U.S.C. Section 101(51)). It is the owner of fee simple title to a property located at 15816 La Pena Ave., La Mirada, Calif., having an appraised value of $700,000. Global Acquisitions Holding Group sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-18910) on Sept. 30, 2020. Global Acquisitions President Zeferino Luna, Jr. signed the petition. At the time of the filing, the Debtor had total assets of $700,000 and total liabilities of $1,220,295. Judge Sheri Bluebond oversees the case. Anyama Law Firm, A Professional Corporation, is the Debtor's legal counsel. GULFPORT ENERGY: Committee Hires Conway as Financial Advisor ------------------------------------------------------------ The official committee of unsecured creditors of Gulfport Energy Corp. and its subsidiaries seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain Conway MacKenzie, LLC as its financial advisor. The committee requires a financial advisor to: a. assist in the analysis, review and monitoring of the restructuring process, including, but not limited to an assessment of potential recoveries for general unsecured creditors; b. review the financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which court approval is sought; c. review the debtor-in-possession facility, including but not limited to, evaluating liquidity needs and DIP sizing; d. review any tax issues associated with, but not limited to, preservation of net operating losses, refunds due to the Debtors, plans of reorganization and asset sales; e. review the Debtors' analysis of core and non-core business assets and the potential disposition or liquidation of those assets, and review and assess any sales process relating to same; f. attend meetings and assist in discussions with the Debtors, potential investors, banks and other parties; g. assist in the review of financial-related disclosures; h. assist in the review of various executory contracts and leases to determine whether they should be assumed or rejected; i. review and identify unencumbered assets and lien perfection analysis; j. review and evaluate the Debtors' employee retention and compensation plans; k. assist in the evaluation, analysis and forensic investigation of avoidance actions, including fraudulent conveyances and preferential transfers and certain transactions between the Debtors and affiliated entities; l. assist in the prosecution of committee responses or objections to the Debtors' motions; m. assist and support in the evaluation of restructuring, sale and liquidation alternatives; and n. render other general business consulting services. Conway MacKenzie's standard hourly rates are: 2020 2021 Senior Managing Directors $915 - $1,285 $955 - $1,350 Managing Directors $825 - $1,070 $825 - $1,095 Directors $640 - $750 $640 - $790 Senior Associates $490 - $570 $490 - $625 Analysts $225 - $450 $235 - $490 Conway MacKenzie is a "disinterested person" as that term is defined in Bankruptcy Code Section 101(14), according to court filings. The firm can be reached through: John T. Young, Jr. Conway MacKenzie, LLC 1401 McKinney Street, Suite 900 Houston, TX 77010 Phone: 713-391-8498 About Gulfport Energy Corp. Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport Energy reported net loss of $2.0 billion for the year ended Dec. 31, 2019 as compared to net income of $430.6 million for the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had $2.58 billion in total assets, $2.35 billion in total liabilities, and $231.34 million in total stockholders' equity. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. Gulfport and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as their bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as financial advisor; and PricewaterhouseCoopers LLP as tax services provider. Epiq Corporate Restructuring LLC is the claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27, 2020. The committee tapped Norton Rose Fulbright US, LLP and Kramer Levin Naftalis & Frankel, LLP as its legal counsel, and Conway MacKenzie, LLC, as its financial advisor. Wachtell, Lipton, Rosen & Katz is counsel for the special committee of Gulfport's Board of Directors while Chilmark Partners is the financial advisor. Katten Muchin Rosenman LLP is counsel for the special committee of the governing body of each Debtor other than Gulfport while M III Parnters, LP is the financial advisor. GULFPORT ENERGY: Committee Hires Kramer Levin as Legal Counsel -------------------------------------------------------------- The official committee of unsecured creditors of Gulfport Energy Corp. and its subsidiaries seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain Kramer Levin Naftalis & Frankel, LLP as its legal counsel. Kramer Levin's services will include: (a) The administration of the Debtors' Chapter 11 cases and the exercise of oversight with respect to the Debtors' affairs; (b) The preparation of legal papers; (c) Appearances in court and participation at statutory meetings of creditors; (d) The evaluation and negotiation of debtor-in-possession financing; (e) The evaluation of other relief sought by the Debtors; (f) The evaluation of the restructuring support agreement, rights offering, the backstop commitment agreement, and related documents; (g) Investigation, directed by the creditors' committee, of unencumbered assets, liabilities, financial condition of the Debtors, pre-bankruptcy transactions and operational issues that may be relevant to the cases; (h) The negotiation, formulation, drafting and confirmation of a Chapter 11 plan of reorganization and matters related thereto; (i) Communications with the committee's constituents; and (j) The performance of all of the committee's duties and powers under the Bankruptcy Code and the Bankruptcy Rules. Kramer Levin's hourly rates are: Partners $1,110 - $1,575 Counsel $1,105 - $1,525 Special Counsel $1,105 Associates $615 - $1,090 Paraprofessionals $395 - $445 Douglas Mannal, Esq., a partner at Kramer Levin, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Mr. Mannal disclosed that: -- Kramer Levin has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Kramer Levin did not represent the committee before being selected as its counsel on Dec. 1, 2020; and -- Kramer Levin is developing a budget and staffing plan. The firm can be reached through: Douglas H. Mannal, Esq. Kramer Levin Naftalis & Frankel, LLP 1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 715-9100 Facsimile: (212) 715-8000 Email: acaton@kramerlevin.com About Gulfport Energy Corp. Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport Energy reported net loss of $2.0 billion for the year ended Dec. 31, 2019 as compared to net income of $430.6 million for the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had $2.58 billion in total assets, $2.35 billion in total liabilities, and $231.34 million in total stockholders' equity. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. Gulfport and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as their bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as financial advisor; and PricewaterhouseCoopers LLP as tax services provider. Epiq Corporate Restructuring LLC is the claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27, 2020. The committee tapped Norton Rose Fulbright US, LLP and Kramer Levin Naftalis & Frankel, LLP as its legal counsel, and Conway MacKenzie, LLC, as its financial advisor. Wachtell, Lipton, Rosen & Katz is counsel for the special committee of Gulfport's Board of Directors while Chilmark Partners is the financial advisor. Katten Muchin Rosenman LLP is counsel for the special committee of the governing body of each Debtor other than Gulfport while M III Parnters, LP is the financial advisor. GULFPORT ENERGY: Committee Taps Norton Rose as Co-Counsel --------------------------------------------------------- The official committee of unsecured creditors of Gulfport Energy Corp. and its subsidiaries seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to retain Norton Rose Fulbright US LLP. Norton will serve as co-counsel with Kramer Levin Naftalis & Frankel, LLP, the other firm representing the committee in the Debtors' Chapter 11 cases. The hourly rates charged by Norton's attorneys and paraprofessionals are: Partners $700 to $1,350 Of Counsel $670 to $1,225 Senior Counsel $520 to $1,175 Senior Associates $595 to $855 Associates $355 to $855 Paraprofessionals $230 to $480 The attorneys expected to have primary responsibility for providing the services are: William Greendyke $1,140 Jason Boland $920 Kristian Gluck $895 Julie Harrison $655 Laura Smith $655 Maria Mokrzycka $450 Kristian Gluck, Esq., a partner at Norton, disclosed in court filings that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. In response to the request for additional information set forth in Section D of the Revised U.S. Trustee Guidelines, Mr. Gluck disclosed that: a. Norton did not agree to any variations from, or alternatives to, its standard or customary billing arrangements for its employment with the committee. b. No rate for any of the professionals included in this engagement varies based on the geographic location of the bankruptcy cases. c. Norton did not represent any member of the committee prior to its retention by the committee. d. The committee has approved Norton's proposed hourly billing rates. Norton can be reached through: Kristian W. Gluck, Esq. Laura L. Smith, Esq. Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, TX 75201-7932 Telephone: (214) 855-8000 Facsimile: (214) 855-8200 Email: kristian.gluck@nortonrosefulbright.com laura.smith@nortonrosefulbright.com About Gulfport Energy Corp. Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport Energy reported net loss of $2.0 billion for the year ended Dec. 31, 2019 as compared to net income of $430.6 million for the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had $2.58 billion in total assets, $2.35 billion in total liabilities, and $231.34 million in total stockholders' equity. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. Gulfport and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as their bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as financial advisor; and PricewaterhouseCoopers LLP as tax services provider. Epiq Corporate Restructuring LLC is the claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27, 2020. The committee tapped Norton Rose Fulbright US, LLP and Kramer Levin Naftalis & Frankel, LLP as its legal counsel, and Conway MacKenzie, LLC, as its financial advisor. Wachtell, Lipton, Rosen & Katz is counsel for the special committee of Gulfport's Board of Directors while Chilmark Partners is the financial advisor. Katten Muchin Rosenman LLP is counsel for the special committee of the governing body of each Debtor other than Gulfport while M III Parnters, LP is the financial advisor. GULFPORT ENERGY: Seeks to Hire Grant Thornton as Auditor -------------------------------------------------------- Gulfport Energy Corp. and its subsidiaries seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire Grant Thornton LLP as their auditor. Grant Thornton will provide these services: (a) Integrated Audit of Financial Statements: auditing the consolidated balance sheet of Gulfport and certain of its subsidiaries as of Dec. 31, 2020, and related consolidated statements of operations, comprehensive (loss) income, stockholders' equity, and cash flows for the year then ended; examining evidence supporting the amounts and disclosures in the financial statements; assessing the account principles used and significant judgments and estimates made by management; evaluating the overall financial statement presentation; performing audit procedures on financial statement schedules that are required to be included in the filing with the U.S. Securities and Exchange Commission (SEC); (b) Internal Control Over Financial Reporting: auditing the internal control over financial reporting of Gulfport and certain of its subsidiaries as of Dec. 31, 2020, based on the criteria established in the 2013 Internal Control–Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission; obtaining an understanding of internal control over financial reporting; assessing the risk that a material weakness exists; testing and evaluating the design and operating effectiveness of internal control based on the assessed risk; performing such other procedures as necessary; and (c) Review of Interim Financial Information: performing analytical procedures and making inquiries of persons responsible for financial and accounting matters of the interim financial information of Gulfport and certain of its subsidiaries for the first three quarters in the fiscal year ending Dec. 31, 2020 included in Forms 10-Q to be filed with the SEC; performing a review of the fourth quarter financial information in conjunction with the year-end audit procedures; and performing a review of each of the first three quarters in the year ending Dec. 31, 2021. Grant Thornton's hourly rates are: Partner/Managing Director $610 - 815 Director/Senior Manager $435 - 695 Manager $380 - 610 Senior Associate $310 - 450 Associate $190 - 290 Grant Thornton is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Kevin Schroeder Grant Thornton LLP 211 N. Robinson Avenue Oklahoma City, OK 73102 Tel: +1 405 218 2800 / +1 405 415 3550 Fax: +1 405 218 2801 Email: kevin.schroeder@us.gt.com About Gulfport Energy Corp. Gulfport Energy Corporation (NASDAQ: GPOR) -- http://www.gulfportenergy.com/-- is an independent natural gas and oil company focused on the exploration and development of natural gas and oil properties in North America and a producer of natural gas in the contiguous United States. Headquartered in Oklahoma City, Gulfport holds significant acreage positions in the Utica Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer plays in Oklahoma. In addition, Gulfport holds non-core assets that include an approximately 22% equity interest in Mammoth Energy Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil Sands in Canada through its 25% interest in Grizzly Oil Sands ULC. Gulfport Energy reported net loss of $2.0 billion for the year ended Dec. 31, 2019 as compared to net income of $430.6 million for the year ended Dec. 31, 2018. As of June 30, 2020, Gulfport had $2.58 billion in total assets, $2.35 billion in total liabilities, and $231.34 million in total stockholders' equity. As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and $2,520,336,000 in liabilities. Gulfport and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020. The Hon. David R. Jones is the case judge. The Debtors tapped Kirkland & Ellis LLP as their bankruptcy counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Perella Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as financial advisor; and PricewaterhouseCoopers LLP as tax services provider. Epiq Corporate Restructuring LLC is the claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27, 2020. The committee tapped Norton Rose Fulbright US, LLP and Kramer Levin Naftalis & Frankel, LLP as its legal counsel, and Conway MacKenzie, LLC, as its financial advisor. Wachtell, Lipton, Rosen & Katz is counsel for the special committee of Gulfport's Board of Directors while Chilmark Partners is the financial advisor. Katten Muchin Rosenman LLP is counsel for the special committee of the governing body of each Debtor other than Gulfport while M III Parnters, LP is the financial advisor. GYPSUM RESOURCES: Hires Jackson Lewis as Special Counsel -------------------------------------------------------- Gypsum Resources Materials, LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Nevada to employ Jackson Lewis P.C., as special counsel to the Debtors. Gypsum Resources requires Jackson Lewis to represent and render legal services in the labor case captioned as High Grade Gypsum, LLC and Teamsters, Chauffeurs, Warehousemen, etc. et al., bearing case numbers 28-CA-232577, 28-CA-235519, and 28-CA-240468 (the "Action"), filed in the United States of America Before the National Labor Relations Board Region 28 (the "NLRB"). On November 9, 2020 amending the initial Complaint and initial title to High Grade Gypsum LLC, and its Successor and Debtor in Possession, Gypsum Resources Materials LLC, Alter Egos and Teamsters, Chauffeurs, Warehousemen, etc. et al., General Counsel filed an amended complaint (the "Amended Complaint") regarding the same Action. Jackson Lewis will be paid at these hourly rates of $330 to $470. Jackson Lewis will be paid a retainer in the amount of $10,000. Jackson Lewis will also be reimbursed for reasonable out-of-pocket expenses incurred. James M. Rhodes, partner of Jackson Lewis P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Jackson Lewis can be reached at: Paul T. Trimmer, Esq. Jackson Lewis P.C. 300 S. Fourth Street, Suite 900 Las Vegas, NV 89101 Tel: (702) 921-2460 Fax: (702) 921-2461 About Gypsum Resources Materials Based in Las Vegas, Gypsum Resources Materials, LLC, a privately held company in the gypsum mining business, and its affiliate Gypsum Resources, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Lead Case No. 19-14799) on July 26, 2019. The petitions were signed by James M. Rhodes, president of Truckee Springs Holdings, LLC, manager of Gypsum Resources, LLC. At the time of the filing, Gypsum Resources Materials was estimated to have $10 million to $50 million in both assets and liabilities. Gypsum Resources, LLC was estimated to have $50 million to $100 million in both assets and liabilities. The Debtors tapped Fox Rothschild LLP as bankruptcy counsel; Hill Farrer & Burrill LLP as special counsel; and Conway MacKenzie, Inc. as financial advisor. The U.S. Trustee for Region 17 appointed creditors to serve on the official committee of unsecured creditors on Aug. 30, 2019. The committee is represented by Goldstein & McClintoc, LLLP. HIGHLAND CAPITAL: Court Orders Ex-CEO to Stay Away -------------------------------------------------- Daniel Gill of Bloomberg Law reports that Highland Capital Management LP won a ruling to largely block its former CEO from contacting the bankrupt investment firm, after he was accused of repeatedly interfering with reorganization efforts and business operations. The preliminary injunction bars James Dondero from speaking with Highland employees, board members, and former attorneys, except in certain circumstances, Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas said at a Jan. 8, 2021 hearing. Judge Jernigan's ruling follows a temporary restraining order she issued in December after Highland Capital accused Dondero of threatening employees and interfering with the firm's Chapter 11. About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital was the world's largest non-bank buyer of leveraged loans in 2007. It also managed collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. INTERNATIONAL WEALTH: Case Summary & 12 Unsecured Creditors ----------------------------------------------------------- Debtor: International Wealth Tax Advisors, LLC 271 Madison Avenue, Suite 804 New York, NY 10016 Business Description: Founded in 2015 and located on Madison Avenue in the heart of New York City, International Wealth Tax Advisors -- https://iwtas.com/ -- provides highly personalized, secure and private global tax and accounting and consulting to clients worldwide, including: Singapore, China, Mexico, Ecuador, Peru, Brazil, Argentina, Saudi Arabia, Pakistan, Afghanistan, South Africa, United Kingdom, France, Spain, Switzerland, Australia, and New Zealand. Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court Southern District of New York Case No.: 21-10041 Judge: Hon. Shelley C. Chapman Debtor's Counsel: Henry G. Swergold, Esq. PLATZER, SWERGOLD, LEVINE, GOLDBERG, KATZ & JASLOW, LLP 475 Park Avenue South 18th Floor New York, NY 10016 Tel: 212-593-3000 E-mail: ckatz@platzerlaw.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jack R. Brister, manager. A copy of the Debtor's list of 12 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CZHUWFQ/International_Wealth_Tax_Advisors__nysbke-21-10041__0004.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TIIS4IQ/International_Wealth_Tax_Advisors__nysbke-21-10041__0001.0.pdf?mcid=tGE4TAMA INVESTVIEW INC: MaloneBailey Replaces Haynie & Co. as Accountant ---------------------------------------------------------------- The board of directors of Investview, Inc., dismissed Haynie & Company from its position as the independent registered public accountant engaged to audit Investview's financial statements for the year ending March 31, 2021. The reports of Haynie & Company on the Company's financial statements consisting of the consolidated balance sheets as of March 31, 2020 and 2019, and the related consolidated statements of operations, stockholders' deficit, and cash flows for the years ended March 31, 2020 and 2019, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles except to indicate that there is substantial doubt as to the Company's ability to continue as a going concern. In connection with the Company's most recent two fiscal year audits and any subsequent interim period preceding the resignation of Haynie & Company, there were no disagreements with Haynie & Company or reportable events on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of the former accountant, would have caused it to make reference to the subject matter of the disagreement in connection with its report. On Jan. 4, 2021, the Company's board of directors engaged MaloneBailey, LLP as its registered public accounting firm to report on the Company's financial statements for the year ending March 31, 2021. According to Investview, no consultations occurred between it and MaloneBailey, LLP during the two most recent fiscal years and through Jan. 4, 2021, regarding either: (i) the application of accounting principles to a specific completed or contemplated transaction or the type of audit opinion that might be rendered on its financial statements, and neither a written report nor oral advice was provided to the Company that MaloneBailey, LLP concluded was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of disagreement or a reportable event requiring disclosure under Item 304(a)(1)(v) of Regulation S-K. About Investview Headquartered in Salt Lake City, Utah, Investview, Inc., is a diversified financial technology organization that operates through its subsidiaries, to provide financial products and services to individuals, accredited investors and select financial institutions. Investview reported a net loss of $21.28 million for the year ended March 31, 2020, compared to a net loss of $4.98 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $9.71 million in total assets, $29.32 million in total liabilities, and a total stockholders' deficit of $19.61 million. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2017, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has suffered losses from operations and its current cash flow is not enough to meet current needs. This raises substantial doubt about the Company's ability to continue as a going concern. IRONCLAD ENCRYPTION: To Present Plan for Confirmation on Feb. 12 ---------------------------------------------------------------- Judge Christopher Lopez on Jan. 4, 2021, entered an order conditionally approving the Disclosure Statement of Ironclad Encryption Corporation. A joint hearing to consider the final approval of the disclosures in the Disclosure Statement/Plan and the confirmation of the proposed Plan of Reorganization will be conducted on Feb. 12, 2021, at 10:00.m., CST. Feb. 5, 2021, is set as the deadline for returning ballots to the Debtor's counsel, for filing objections to the final approval of the Disclosure in the Disclosure Statement/Plan, and objecting to the confirmation of the Plan of Reorganization. Feb. 10, 2021, at 5:00 p.m., CST, is set as the deadline for filing a ballot summary. 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. IRONCLAD ENCRYPTION: Unsec. Creditors to Recover Up to 50% in Plan ------------------------------------------------------------------ Ironclad Encryption Corporation submitted a Restated First Amended Combined Plan of Reorganization and Disclosure Statement on Jan. 6, 2021. The Plan will be funded by the Plan Deposit of $260,000 made by 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 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, Mr. McGraw will receive 100% of the Class B Common Stock issued by the Reorganized Debtor on the Effective Date. Mr. McGraw has served as the Debtor's CEO since January 2017. Unsecured claims each in the amount of $10,000 or less, classified as convenience claims in Class 2, will receive a cash payment on (dividend) the Effective Date equal to 10 cents on the dollar. This class is impaired. Holders of other general unsecured claims, in Class 3, will receive a Class 3 Unsecured Plan Note dated as of the Effective Date, or as soon thereafter that such Creditor's Claim is allowed by Final Order. Each 3 Plan Note will be in the principal amount of 50% of the Allowed Unsecured Claim. This class is impaired. Each Class 3 Plan Note will provide that quarterly payments shall be made equal to 1/20th of the principal amount of each Class 3 Note, which the first quarterly payment being due on the first day of the 13th month from and after the date of the note: * If paid by the end of the 12th Month from and after the date of the Class 3 Plan Note, payment will be 50% of the principal amount of the Class 3 Plan Note. * If paid by the end of the 24th Month from and after the date of the Class 2 Plan Note, payment will be 65% of the principal amount of the Class 2 Plan Note. * If paid by the end of the 36th Month from and after the date of the Class 2 Plan Note, payment will be 80% of the principal amount of the Class 2 Plan Note. * If paid by the end of the 48th Month from and after the date of the Class 2 Plan Note, payment will be 90% of the principal amount of the Class 2 Plan Note The existing Class A and Class 5 common stock will be cancelled. On the Effective Date these individuals will be installed as members of the board post-Effective Date members of the Debtor's Board: James D. McGraw; Mark A. Watson; and Miguel A. Yanez. On the Effective Date, these individuals will be installed as the officers of the Reorganized Debtor: Mr. C. David Staffel, President; and Mr. David G. Gullickson, as Vice-President, Treasurer, and Chief Financial Officer. A full-text copy of the Restated First Amended Combined Plan of Reorganization and Disclosure Statement dated Jan. 6, 2021, is available at https://bit.ly/35rfiGw 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 Tel: (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 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. JAGDAMBA II CORP: Case Summary & 19 Unsecured Creditors ------------------------------------------------------- Debtor: Jagdamba II Corp. 17 Old Gick Road Saratoga Springs, NY 12866 Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court Northern District of New York Case No.: 21-10015 Judge: Hon. Robert E. Littlefield Jr. Debtor's Counsel: Justin A. Heller, Esq. NOLAN HELLER KAUFFMAN LLP 80 State Street, 11th Floor Albany, NY 12207 Tel: 518-449-3300 Fax: 518-432-3123 E-mail: jheller@nhkllp.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $10 million to $50 million The petition was signed by Niral Patel, secretary. A copy of the petition containing, among other items, a list of the Debtor's 19 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WXYIKRA/Jagdamba_II_Corp__nynbke-21-10015__0001.0.pdf?mcid=tGE4TAMA JAGUAR HEALTH: Issues 2.66M Common Shares from Dec. 28 to Jan. 7 ---------------------------------------------------------------- From Dec. 28, 2020 (the date of the last Current Report on Form 8-K filed by Jaguar Health, Inc.) through Jan. 7, 2021, the Company issued 2,663,606 shares of its common stock at an effective price per share equal to the market price (defined as the Minimum Price under Nasdaq Listing Rule 5635(d)) in the following transactions: * On Dec. 31, 2020, pursuant to an exchange agreement dated Dec. 31, 2020, the Company issued 1,250,000 shares of Common Stock to a noteholder in exchange for a $1,000,000 reduction in the outstanding balance of the secured promissory note held by such noteholder. * On Jan. 4, 2021, pursuant to an exchange agreement dated Jan. 4, 2021, the Company issued 1,413,606 shares of Common Stock to a noteholder in exchange for a $1,837,689 reduction in the outstanding balance of the secured promissory note held by such noteholder. As a result of the exchange transactions, the Company's secured promissory notes issued on May 28, 2019 have been repaid in full and are no longer outstanding. About Jaguar Health Jaguar Health, Inc. -- http://www.jaguar.health-- is a commercial stage pharmaceuticals company focused on developing novel, sustainably derived gastrointestinal products on a global basis. The Company's wholly owned subsidiary, Napo Pharmaceuticals, Inc., focuses on developing and commercializing proprietary human gastrointestinal pharmaceuticals for the global marketplace from plants used traditionally in rainforest areas. Its Mytesi (crofelemer) product is approved by the U.S. FDA for the symptomatic relief of noninfectious diarrhea in adults with HIV/AIDS on antiretroviral therapy. Jaguar reported a net loss of $38.54 million for the year ended Dec. 31, 2019, compared to a net loss of $32.15 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $36.23 million in total assets, $28.43 million in total liabilities, and $7.81 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Francisco, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 2, 2020 citing that the Company has experienced losses since inception, significant cash used in operations, and is dependent on future financing to meet its obligations and fund its planned operations. These conditions raise substantial doubt about its ability to continue as a going concern. JB HOLDINGS: Hires Kelley Fulton as Counsel ------------------------------------------- JB Holdings of Hobe Sound, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Kelley Fulton & Kaplan, P.L., as counsel to the Debtor. JB Holdings requires Kelley Fulton to: (a) give advice to the Debtor with respect to its powers and duties as a Debtor in possession 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 motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. Kelley Fulton will be paid at the hourly rate of $450. Kelley Fulton will be paid a retainer in the amount of $27,500. Kelley Fulton will also be reimbursed for reasonable out-of-pocket expenses incurred. Dana Kaplan, a partner with Kelley Fulton & Kaplan, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kelley Fulton can be reached at: Dana Kaplan, Esq. KELLEY, FULTON & KAPLAN, P.L. 1665 Palm Beach Lakes Blvd. The Forum - Suite 1000 West Palm Beach, FL 33401 Tel: (561) 491-1200 Fax: (561) 684-3773 About JB Holdings of Hobe Sound JB Holdings owns 4.88 acres of unimproved real estate located in Hobe Sound, Florida, having a current value of $1.5 million. JB Holdings of Hobe Sound, LLC, based in Stuart, FL, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-24182) on Dec. 31, 2020. In its petition, the Debtor disclosed $1,510,000 in assets and $504,526 in liabilities. The petition was signed by John Doyle, manager. The Hon. Mindy A. Mora presides over the case. KELLEY, FULTON & KAPLAN, P.L., serves as bankruptcy counsel to the Debtor. JET REAL ESTATE: Hires Murray Weber as Real Estate Broker --------------------------------------------------------- Jet Real Estate Group, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of California to employ Murray Weber, as real estate broker to the Debtor. Jet Real Estate requires Murray Weber to market and sell the Debtor's real property located at 12994 Via Esperia, Del Mar, California. Murray Weber will be paid a commission of 3% of the sales price of the property. Mr. Weber assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Murray Weber can be reached at: Murray Weber 5281 Milton Rd. Carlsbad, CA 92008 Tel: (858) 205-9570 About Jet Real Estate Group Jet Real Estate Group, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 20-05584) on Nov. 11, 2020 listing under $1 million in both assets and liabilities. Benjamin Carson at Benjamin Carson Law Office serves as the Debtor's counsel. LEWIS E. WILKERSON, JR.: Selling Prince Edward Property for $48K ---------------------------------------------------------------- Lewis E. Wilkerson, Jr., asks the U.S. Bankruptcy Court for the Eastern District of Virginia to authorize the sale of the real property located in Prince Edward County, Virginia, Tax Map No. 120-A-12, to Christopher J. and Michelle E. Donnelly for $48,000. The property is more particularly described as: "All that certain lot or parcel of land, together with improvements thereon and appurtenances thereunto belonging, situate, containing 2.00 acres, lying and being in Hampden Magisterial District, Prince Edward County, Virginia, and more particularly shown on that certain plat made by KJ. Crouch, dated April 30, 1955, recorded Clerk's Office, Circuit Court. Prince Edward County, Virginia, in Deed Book 129, Page 6, and more particularly described as follows: Beginning at an iron stob on Virginia Secondary Highway No. 635 and the lands of now or formerly David Gee; thence running 42°E. a distance 466 feet along said Highway to an iron stob on the lands of Robert J. Reamer; thence running 48°W. a distance of 374 feet along the lands of now or formerly Robert J. Reamer; to an iron stob on the lands of now formerly David Gee; thence running S. 3°45" W. a distance of 600 feet along the lands of now formerly David Gee to the point of beginning. Being the same real estate conveyed to Lewis E. Wilkerson Jr., by deed from Raymond C. Pearson, Jr., dated April 19, 2007, recorded April 25, 2007, Clerk's Office, Circuit Court, Prince Edward County, Virginia as Instrument Number 200701246." The Debtor has entered into a contract for the sale of the Property with a sales price of $48,000, with brokerage fees in the amount of 8% to be paid which, upon closing of the same, after normal closing costs and any accrued real estate taxes have been paid, the proceeds will be paid to Home Loan Investment Bank's lien in the approximate total amount of $4,245,545 and extinguishing Home Loan Investment Bank's lien against the Property being sold, with Home Loan Investment Bank retaining all of its lien rights against its other collateral. As may be practicable, the Debtor intends to sell its interest in the Property in accordance with the terms of the Contract. A hearing on the Motion is set for Jan. 13, 2021, at 11:00 a.m. Objections, if any, must be filed before the hearing set. A copy of the Contract is available at https://tinyurl.com/yylqlwbk from PacerMonitor.com free of charge. Lewis E. Wilkerson, Jr. sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-34576) on Nov. 17, 2020. The Debtor tapped Robert Canfield, Esq., as counsel. LIGHTHOUSE RESOURCES: Fails to Locate Buyer for Export Terminal --------------------------------------------------------------- Camille Erickson of Star Tribune reports that Lighthouse Resources Inc. filed for bankruptcy and failed to find an interested buyer. Lighthouse Resources Inc. owns the Decker coal mine in Montana, just north of Wyoming's border, and over 75 employees lost their jobs last December 2020. Roughly a decade ago, Lighthouse Resources hatched an ambitious plan to construct the country's only West Coast coal export terminal. The port on the Columbia River in Longview, Washington, would be able to receive about 16 trainloads of high-grade Powder River Basin coal on a daily basis, destined for markets in Asia, the company promised. So, when Lighthouse Resources filed for bankruptcy late last 2020, it intended to find a new buyer for the project, according to court documents. But over the past two months no bidder materialized. Therefore, Lighthouse Resources petitioned the court on Friday to reject its land lease. A company called Northwest Alloys has been leasing the property to Lighthouse Resources. The coal operator also wants out of its contract with the property owner. In court documents, attorneys for the bankrupt company said keeping up with the facility's costs -- where it owns "buildings, improvements, equipment, rolling stock, and vehicles" -- was no longer feasible. "The high carrying cost and exigencies associated with the Millennium Facility necessitated moving forward with the sale of the Millennium Facility with speed," attorneys explained. "Without a stalking horse bid for the Millennium Facility identified ... the Debtors (Lighthouse Resources) could no longer justify the continued cash outlay to the estates related to operations at the Millennium Facility." Northwest Alloys appears not to be interested in the rights to the coal terminal project either. If the judge accepts the January 8, 2020 motion filed by Lighthouse Resources, several contracts related to the operation of the coal port would be rendered moot. "If anyone wanted to build a new coal port at the site, they'd have to renegotiate every one of those contracts," Clark Williams-Derry, an energy finance analyst for the Institute for Energy Economics and Financial Analysis, told the Star-Tribune by email. "If Northwest Alloys wanted to build a coal port here, they’d have to start from scratch." That said, Northwest Alloys could still hold onto a select few contracts and leases, including a rail contract with BNSF Railway, according to court documents. But beyond the rail access agreement, "(Northwest Alloys) is explicitly rejecting any other specific agreement that’s related to developing a coal terminal," Williams-Derry explained. "If the judge approves this motion, I think the project should be considered completely dead," he said. Wyoming has been betting on this coal export terminal's success for years. Lighthouse Resources' decision to step back from the project is yet one more blow to the state leading the nation in coal production. About Lighthouse Resources Inc. Lighthouse Resources Inc. owns and operates two coal mines located in Wyoming and Montana, delivering low sulfur, subbituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington. Lighthouse Resources is widely recognized for its extraordinary performance in both safety and environmental stewardship. Its flagship project is the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped Jackson Kelly PLLC and Potter Anderson & Corroon LLP as their bankruptcy counsel, BDO USA LLP as restructuring advisor, and Stretto as claims and noticing agent and administrative advisor. The Debtors also hired Energy Ventures Analysis to market and sell their coal mining assets, and Lang LaSalle Americas Inc. to market and sell assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. LONGHORN JUNCTION: Badarpura Buying Georgetown Property for $1.6M ----------------------------------------------------------------- Longhorn Junction Land and Cattle Co., LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real property located at IH 35 & Blue Springs, in Georgetown, Williamson County, Texas, to Shakeel Badarpura for $1.58 million. Among the assets of the bankruptcy estate is the Property. The Debtor is aware of the following liens and interests against the Property: (i) Romspen Mortgage Limited Partnership--$23,607,977 (interest accruing at 5,122 per day after 10/21/2020), and (ii) Williamson County--$85,895 (interest accruing at 1% per month). The Debtor is proposing to sell the Property to the Buyer under the terms and for the consideration identified in the Contract. The proposed purchase price is $1.58 million. The proposed sale is to be made free and clear of all liens and interests, with any such to attach to the sale proceeds. The sale proceeds will be allocated pursuant to Texas law first to the Williamson County taxes due and accrued, any proration required at closing, which will be paid in full, 5% commissions to brokers, the U.S. Trustee's fee relating to the sale, and other reasonable and necessary closing costs ("Other Closing Costs"), with the net flowing to Romspen. Prior to closing, the Debtor will provide Romspen a preliminary HUD closing statement and if Romspen objects to any Other Closing Costs on the preliminary HUD closing statement as being unreasonable or unnecessary, and the parties are unable to reach an agreement, the Debtors will submit the dispute to the Court for the determination of the reasonable and necessary Other Closing Costs. The Debtor believes that the offer is the highest and best offer that will be received for the Property. The party has been exposed to the market for 16 months. The Contract is the result of extensive negotiations, and the price is comparable to the Debtor's appraised value. When Romspen made the loan to the Debtors in July 2017, Romspen's Loan Agreement reflected that the loan did not exceed 65% of the value of its collateral based on its most recent appraisals. The Property has appreciated in value and the Debtors believe that Romspen's debt is less than 50% of the value of its collateral, based on the Debtor's June 17, 2019 appraisals, which are currently being updated. Further, the sale increases the value of the remaining collateral subject to the Romspen debt. The Buyer is building an upscale convenience store. The Buyer, which is buying Tract 3 on the site map (Exhibit B), is required to move the electrical easement, loop the water and wastewater and rezone Tract 3 as well as the neighboring Tract 2, thereby increasing the value of that tract and the overall property of the Estate. The Debtor has consulted with tax advisors regarding the transaction and there are no tax implications for the Debtor. It asks authorization to execute any document necessary to effectuate the transaction. Finally, it asks that the order approving the sale be made effective immediately upon its entry, notwithstanding the provisions of Bankruptcy Rule 6004(h). A copy of the Contract is available at https://tinyurl.com/y275u5ro from PacerMonitor.com free of charge. The Purchaser: Shakeel Badarpura 11940 Jollyville Rd., 110N Austin, TX 78759 E-mail: shakeelb76@gmail.com About Longhorn Junction and SC Williams S.C. Williams, LLC, owns approximately 4.2 acres of land at 5331 Williams Drive at the entrance to the Sun City senior living development in the City of Georgetown, Williamson County, Texas. Longhorn Junction Land and Cattle Company, LLC owns approximately 229.16 acres on the southeast intersection of SE Inner Loop an Interstate 35 (with additional acreage along Blue Springs Blvd and FM 1460) in City of Georgetown Williamson County, Texas. The properties are non-income producing properties and so SC Williams and Longhorn's income is generated from sales of parcels of their properties. The managing member of both entities is Gregory Hall. Longhorn Junction and SC Williams sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Lead Case No. 19-10883) on July 2, 2019. At the time of the filing, Longhorn Junction was estimated to have assets of between $10 million and $50 million and liabilities of the same range. SC Williams was estimated to have assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. The cases are assigned to Judge Tony M. Davis. The Debtors are represented by Hajjar Peters, LLP. The petitions were signed by Gregory G. Hall, president. On Jan. 4, 2021, the Debtor filed its second voluntary petition for relief under chapter 11. LUIS DANIEL OCHOA: Selling 1965 Shelby Cobra Through Crevier ------------------------------------------------------------ Luis Daniel Ochoa asks the U.S. Bankruptcy Court for the Central District of California to authorize the sale of his 1965 Shelby Cobra for $175,000 through Crevier Classic Cars. The Property is a classic car and is worth approximately $200,000. There are no liens secured to the Property. The Debtor's Agent is Crevier, located at 365 B. Clinton Street, in Costa Mesa, California. It specializes in selling classic and high end cars. Crevier will charge the Debtor 10% of the sale price to sell his Cobra. Crevier may have some additional incidental costs associated with sale. The total costs of sale will likely not be greater than $25,000. The sale will occur very quickly once a buyer is interested. It may occur in an extremely expeditious manner that will not provide sufficient time for a properly noticed sale under 11 U.S.C. Sec. 363. As a result, the Debtor is bringing the Motion to approve a sale at a price sufficient to pay the creditors of the estate in full in advance of a sale in an amount of at least $175,000. The Debtor asks the Court to allow the sale of the Property without further order so long as the sale generates at least $150,000 for the estate. By all accounts, the sale of the Property should generate over $150,000 after costs of sale. Similar sales of this type of vehicle run in the range of $180,000 to $200,000. The Debtor is initially listing the Property for $200,000 and it is anticipated to sell for that amount. In an abundance of caution, in order to generate $150,000 for the estate and $25,000 in costs of sale, the Debtor is asking for authority to sell for a gross price of $175,000 in case he is offered a purchase less than $200,000, but greater than $175,000. A sale of at least $125,000 would be sufficient to pay off most of the creditors in the case, and a sale of at least $175,000 is expected. The total undisputed unsecured creditor body in the case, without consideration of any objections, totals $39.442. Priority creditors total $2,669. Administrative costs of the estate will likely be around $25,000. The Debtor's plan will propose to pay the mortgage arrears of $40,000 after the unsecured creditors are addressed. Both the Proof of Claim Deadline and Governmental Proof of Claim Deadline passed and no further claims are expected or scheduled. If the Debtor received $125,000 from the sale that would be enough to pay for all of the unsecured creditors, priority creditors and administrative costs. By requiring that the Property sell for at least $150,000, the Court can guarantee that all of these claims will be addressed. The Debtor asks authority to disburse the sales proceeds, himself or through escrow, as follows: a. For normal closing costs per Sale Agreement; b. For such other unanticipated incidental or nominal items as may be necessary to close escrow on the Property, not to exceed an aggregate of $1,500, pursuant to a demand in escrow and subject to the Debtor's review; and c. Deposit of the remainder of the proceeds to the DIP Account. A copy of the Consignment Agreement is available at https://tinyurl.com/y4f2jab7 from PacerMonitor.com free of charge. Counsel for Debtor: Anerio V. Altman, Esq. LAKE FOREST BANKRUPTCY 23151 Moulton Parkway, Suite 131 Laguna Hills, CA 92630 Telephone: (949) 218-2002 Facsimile: (949) 218-2002 Luis Daniel Ochoa sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 19-14489) on Nov. 17, 2019. The Debtor tapped Anerio V. Altman, Esq., at Lake Forest Bankruptcy as counsel. M&M MANAGEMENT: Seeks to Hire Daniel L. Freeland as Legal Counsel ----------------------------------------------------------------- M&M Management Company LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to hire Daniel L. Freeland & Associates, P.C. as its legal counsel. The firm's services will include: (a) advising the Debtor regarding its power and duties; (b) defending complaints and motions for relief to stay filed by creditors of the Debtor; (c) protecting the Debtor's interest in any executory contracts; (d) preparing legal papers; (e) performing all other legal services for Debtor; and (f) preparing and filing plans, disclosures and other papers. The services will be provided mainly by Daniel Freeland, Esq., who will be paid at the rate of $400 per hour. The hourly rates for the firm's associates range from $300 to $275. The firm received a retainer of $15,000 prior to the filing of the bankruptcy case. Daniel L. Freeland neither holds nor represents any interest adverse to the Debtor and its estate, according to a court filing. The firm can be reached through: Daniel L. Freeland, Esq. Daniel L. Freeland & Associates, P.C. 9105 Indianapolis Blvd. Highland, IN 46322 Telephone: (219) 922-0800 Facsimile: (219) 922-1261 Email: dlf9601@aol.com About M&M Management Company LLC M&M Management Company LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 21-20004) on Jan. 5, 2021. Gail Moniuszko, managing member, signed the petition. At the time of the filing, the Debtor estimated $500,000 to $ 1 million in assets and $1 million to $10 million in liabilities. Daniel L. Freeland & Associates, P.C. represents the Debtor as counsel. M-TRANCONSTRUCTION: Says Disclosure Requirements Satisfied ---------------------------------------------------------- M-Tran Construction, Inc., on Jan. 6, 2021, responded to the opposition of California Employment Development Department (EDD) to the Debtor's Combined Plan of Reorganization and Disclosure Statement. In response to EDD's claims that the Disclosure Statement does not provide adequate information, the Debtor points out that the "full disclosure" requirement is satisfied by the use of the court approved form document. The Debtor also explains that: * Since the bankruptcy was filed, the claim's objections have been submitted and responded to. However no progress has been made. Lacking the cooperation of the EDD in assisting a small business survive in this pandemic era, the Debtor did not have the luxury of continuing the objection to the claim of the EDD any longer. Therefore, The Debtor withdrew the objection and focused the attention on making sure that Plan payments can be made within the time period allowed by the Code. However it appears that the EDD is still litigating against the Debtor. * EDD has concluded that the principal purpose of the Debtor is to avoid paying taxes. The Debtor points out that EDD has a priority claim of $71,119, but the claim has been inflated by as high as $247,676 in interest and penalties. Outside of a bankruptcy, the Debtor could not afford to pay even the interest and penalties, which alone would cripple the Debtor and shut the business down. * Even though the Debtor is paying creditors within the 60 months of the date of filing, as required by the Code, EDD wants creditors paid earlier than 60 months. "EDD has completely forgotten, the extensions of time taken and the reasons given by the EDD that unemployment benefits were an issue and that the EDD would get an answer back to the Debtor at their earliest convenience," the Debtor said. The Debtor also responded to the feasibility issues raised by EDD. EDD's position is that since the petition date, Debtor's monthly income has exceeded $10,000 only four times, for September 2019, October 2019, March 2020, and September 2020, implying that the average income and the financials supporting the disclosure statement should be strictly restricted to the four months listed. "A bankruptcy plan of reorganization meets the feasibility standard if the plan offers a reasonable prospect of success and is workable. The prospect of financial uncertainty does not defeat plan confirmation on feasibility grounds since a guarantee of the future is not required. The mere potential for failure of the plan is insufficient to disprove feasibility. It appears that this debtor is surviving in spite of the pandemic and notwithstanding the EDD's resistance to its survival," the Debtor tells the Court. Attorneys for Debtor: MUFTHIHA SABARATNAM, ESQ. Law Offices of Mufthiha Sabaratnam 809 Clay Street Oakland, CA 94607 Telephone No. (510) 205-0986 Facsimile No. (510) 225-2417 About M-TranConstruction M-TranConstruction, Inc., operates a construction business. It was formed in 2004. Minh Tran is the sole shareholder and President of the corporation. M-TranConstruction, Inc., filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Case No. 19-51856) on Sept. 13, 2019, listing under $1 million in both assets and liabilities. The Debtor is represented by Mufthiha Sabaratnam, Esq., in Oakland, California. MAHA LAXMI: Case Summary & 14 Unsecured Creditors ------------------------------------------------- Debtor: Maha Laxmi II Corp. 17 Old Gick Road Saratoga Springs, NY 12866 Case No.: 21-10016 Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court Northern District of New York Judge: Hon. Robert E. Littlefield Jr. Debtor's Counsel: Justin A. Heller, Esq. NOLAN HELLER KAUFFMAN LLP 80 State Street, 11th Floor Albany, NY 12207 Tel: 518-449-3300 Fax: 518-432-3123 E-mail: jheller@nhkllp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Niral Patel, secretary. A copy of the petition containing, among other items, a list of the Debtor's 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XIPYVGY/Maha_Laxmi_II_Corp__nynbke-21-10016__0001.0.pdf?mcid=tGE4TAMA MEDASSETS SOFTWARE: Moody's Assigns First Time 'B3' CFR ------------------------------------------------------- Moody's Investors Service assigned first time ratings to MedAssets Software Intermediate Holdings, Inc., including a B3 corporate family rating and B3-PD probability of default rating, and B2 instrument ratings on both a new, $75 million first-lien revolving credit facility and a new, $440 million first lien term loan. The outlook is stable. Proceeds from the proposed first-lien term loan, a new, $160 million second-lien term loan (unrated), plus $554 million of new preferred and common stock will be used by an affiliate of private equity firm Clearlake Capital Group, L.P. to acquire nThrive, Inc.'s technology solutions group segment. Issuer: MedAssets Software Intermediate Holdings, Inc. Corporate family rating, Assigned B3 Probability of default rating, Assigned B3-PD Senior secured first-lien bank credit facilities, maturing 2026 and 2028, Assigned B2 (LGD3) Outlook, assigned Stable RATINGS RATIONALE The B3 CFR reflects MedAssets' small scale, very high Moody's-adjusted opening pro-forma debt-to-EBITDA leverage of roughly 9.4 times, and the operational risks associated with carving out the technology solutions group business of nThrive, Inc. into a standalone entity. Additionally, the company's rating is constrained by its high annual product development expenses (inclusive of capitalized software development expenses), which impede its ability to meaningfully reduce debt-to-EBITDA leverage over the next 12 months. MedAssets' credit profile benefits from a highly recurring revenue profile, its use of fixed-fee subscriptions to reduce revenue volatility relative to revenue cycle management peers, and Moody's expectation for free cash flow generation to improve over the next 12-18 months as cash carve-out expenses roll off and product development expenses are rationalized. The company's high debt-to-EBITDA leverage pressures the ratings, but Moody's expects the measure to decline to approximately 7.75 times by mid-2022, a level which Moody's considers to be high for both its cash flow profile and relative to the broader B3 rating category. Moody's believes that RCM software providers must maintain adequate levels of product development spending to remain competitive, and takes a less optimistic view of the efficacy and sustainability of improving EBITDA by reducing product development spend to below-historic levels. The operational risks associated with the carve-out will be high in the months following the transaction and MedAssets' standalone operating cost structure (excluding product development) will be lean and somewhat sensitive to restructuring initiatives. The heightened event risk of the carve-out and limited financial flexibility underscore the importance of deleveraging for maintaining the rating. Moody's views MedAssets ability to cover annual interest expense and overall cash flow relative to its debt balance as favorable to the broad B3 rating category, and projects (EBITDA minus capex)-to-interest and FCF-to-debt will approach 1.9 times and 2.9%, respectively, by the end of 2021. This credit strength is bolstered by its stable revenue base, with roughly 92% of annual revenue considered recurring in nature. The adequate cushion in its ability to service interest expense, coupled with its stable, high-visibility revenue stream allows Moody's to tolerate a debt-to-EBITDA ratio that is high for the broad B3 rating category. Healthcare industry trends support the rating and help Moody's to look beyond the drawbacks of MedAssets' small scale, high closing leverage, and the lesser quality of earnings implied by carve-out historical financial statements. These supporting trends include increased healthcare spending, greater, regulatory-driven complexity, margin pressures caused by the transition to value-based care, and the need for an enterprise-wide solution to support the complexity of RCM as hospitals consolidate. Moody's views MedAssets' liquidity as good, as demonstrated by a small initial cash balance that will be supplemented by free cash flows that, as a percentage of debt, are expected to approach the mid-single-digit percentages over the next 12 to 18 months, good for the ratings category. Moody's assumes MedAssets will reduce capitalized software expenditures substantially, from $30 million in 2019 to below $10 million by 2022. An ample, $75 million revolving credit facility, undrawn at closing, supports possible weakness in cash flows, but may also hint at the company's appetite for acquisitions. The transaction's loose covenant package, including a 7.8 times net first-lien-leverage limit, with no stepdowns, applicable when the revolver is 35% drawn, and no covenants associated with the term loans, suggests the company will have unimpeded access to the liquidity facility. MedAssets' corporate governance policy presents risks through both the high financial leverage employed and private equity ownership, which typically places shareholder interests above those of creditors. Moody's expects aggressive financial policies will sustain high levels of leverage, including debt-funded M&A transactions and other shareholder-friendly policies. The burden of servicing the high debt load may restrict MedAssets' ability to continue investing in products and platform modernization that might otherwise help the company be competitive. As proposed, the new credit facility is expected to provide covenant flexibility that if utilized could negatively impact creditors, including: i) an incremental first-lien facility capacity not to exceed (x) the greater of $92 million and 100% of adjusted EBITDA, less any such amounts incurred as incremental second-lien debt, plus (y) an amount such that first-lien leverage does not exceed 4.75 times (for pari passu debt), or either an amount such that the senior secured leverage ratio does not exceed 6.5 times or the interest coverage ratio is not less than 2.0x (for secured debt junior to the first lien), or 7.0 times total leverage (for debt secured by non-collateral, or unsecured); alternatively, all of the above ratios may be satisfied so long as leverage (coverage) does not increase (decrease) if incurred in connection with a permitted acquisition or investment; an amount up to the greater of $92 million and 100% of adjusted EBITDA may be incurred with an earlier maturity date than the existing debt; ii) the ability to transfer assets to unrestricted subsidiaries, to the extent permitted under the investment baskets, with no additional "blocker" provisions restricting such transfers; and iii) requirement that only wholly-owned domestic restricted subsidiaries act as subsidiary guarantors, raising the risk that guarantees may be released following a partial change in ownership. The credit agreement requires 100% of net cash proceeds to be used to repay the credit facility, if not reinvested within 18 months (subject to extension to 24 months), with 50%, 25%, and 0% stepdowns on the repayment requirement if first lien leverage is no more than 3.75 times, 3.50 times, and 3.25 times, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's-adjusted debt-to-EBITDA approaches 6.5 times with free cash flow generation, as measured on a percentage of debt basis, sustained above 5.0%. A ratings downgrade could result if Moody's expects free cash flow to approach breakeven, debt-to-EBITDA is not sustained below 8 times, or if organic revenue growth is negative. Undertaking a more aggressive financial policy, through debt-funded acquisitions or other steps, could pressure the ratings. Headquartered in Alpharetta, GA, MedAssets Software Intermediate Holdings, Inc. provides healthcare revenue cycle management software-as-a-service solutions, including patient access, charge integrity, claims management, contract management, analytics and education. Moody's expects the company to generate 2021 revenue of roughly $230 million, a 2.5% increase relative to expected 2020 full-year revenue. MedAssets is slated to be bought out of nThrive, Inc. by private equity firm Clearlake Capital Group in an LBO expected to close in the first quarter of 2021. The principal methodology used in these ratings was Software Industry published in August 2018. MOMENTIVE PERFORMANCE: Moody's Retains B3 Rating Amid KCC Deal -------------------------------------------------------------- Moody's Investors Service said that the injection of KCC Corporation's Silicones business is credit positive for Momentive Performance Materials, Inc. (B3 negative). The business injection funded by equity will enhance Momentive's business profile, contribute to earnings without incremental debt. On January 6, 2021, Momentive announced it has reached a definitive agreement to acquire KCC Corporation's Silicones business -- in Korea and the UK as well as its sales operations in China, in exchange for an equity stake. KCC, the majority owner of Momentive, will increase its stake in Momentive to 60% after this transaction. Momentive Performance Materials Inc., based in New York, is one of the largest global producers of silicones and silicone derivatives. KCC Corporation and SJL Partners LLC acquired MPM Holdings Inc., the holding company of Momentive, for approximately $3.1 billion in 2019. Momentive generated $2.3 billion in revenues in 2019. MONAKER GROUP: Subsidiary Increases Stake in Longroot Cayman to 75% ------------------------------------------------------------------- Monaker Group, Inc., through its wholly-owned subsidiary, Longroot, Inc., a Delaware corporation, subscribed to purchase 100 shares of Longroot Limited, a Cayman Islands company, in consideration for $1 million. The subscription was made pursuant to certain pre-emptive rights set forth in a shareholders' agreement entered into between the shareholders of Longroot Cayman. With the acquisition of the additional shares, Longroot Delaware now holds 75% of Longroot Cayman (compared to 57% prior to the subscription). A total of 22.9% of Longroot Cayman is owned by True Axion Interactive Ltd., of which Axion Ventures, Inc., which the Company recently acquired a 33.85% interest in, holds a 60% interest. Longroot Cayman owns 49% of the outstanding shares (100% of the ordinary shares) of Longroot Holding (Thailand) Company Limited (Longroot Delaware therefore owns an approximate 36.75% indirect interest in Longroot Thailand, due to its ownership of 75% of Longroot Cayman, which in turn owns 49% of Longroot Thailand (75% x 49% = 36.75%)), provided that Longroot Cayman controls 90% of Longroot Thailand's voting shares and therefore effectively controls Longroot Thailand. Longroot Thailand operates an initial coin offering portal in Thailand, which provides certain financial services for digital assets, which are regulated by the Securities and Exchange Commission of Thailand, and has its headquarters in Bangkok, Thailand. The additional capital is planned to be used to expand Longroot's staff, operations, technology platforms and reporting capabilities. Longroot is currently one of only three ICO portals Licensed and Regulated by the Securities and Exchange Commission of Thailand, allowing it to provide financing, and investment services for digital assets to companies globally. "This increased stake is timely, as Longroot is positioning in one of the fastest-growing global industries," said Bill Kerby, Monaker Group Vice Chairman and CEO. "The global cryptocurrency & digital assets Industry is expected to grow from US$3 billion in 2020 to US$39.7 billion by 2025, at a Compound Annual Growth Rate (CAGR) of 67.3%." As previously reported, on Dec. 1, 2020, Longroot signed a Letter of Intent with MAGNOLIA QUALITY DEVELOPMENT CORPORATION ('MQDC'), to represent MQDC as Financial Advisor and ICO Portal for a proposed initial coin offering valued at between US$500 - $700 million. Financial terms and additional information regarding Monaker's increased stake in Longroot are available in Monaker's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on Jan. 7, 2021, and available at www.sec.gov. About Monaker Group Headquartered in Weston, Florida, Monaker Group, Inc. -- http://www.monakergroup.com-- is a technology-driven company focused on delivering innovation to the alternative lodging rental (ALR) market. The proprietary Monaker Booking (MBE) provides access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. Monaker Group reported a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Aug. 31, 2020, the Company had $9.14 million in total assets, $5.03 million in total liabilities, and $4.11 million in total stockholders' equity. Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. MUSCLEPHARM CORP: William Bush Quits from Board of Directors ------------------------------------------------------------ William Bush submitted his resignation from the Board of Directors of MusclePharm Corporation and all committees on which he served, effective on Dec. 31, 2020. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.musclepharm.comand http://www.musclepharmcorp.com-- develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a broad range of performance powders, capsules, tablets and gels that satisfy the needs of enthusiasts and professionals alike. MusclePharm reported a net loss of $18.93 million for the year ended Dec. 31, 2019, compared to a net loss of $10.76 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $14.54 million in total assets, $42.49 million in total liabilities, and a total stockholders' deficit of $27.95 million. SingerLewak LLP, in Los Angeles, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 24, 2020, citing that the Company has suffered recurring losses from operations, accumulated deficit and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. NEW YORK HOSPITALITY: Vishal Dave Buying All Assets for $3.8 Mil. ----------------------------------------------------------------- New York Hospitality, JV asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets to Vishal Dave for $3.8 million, subject to overbid. Since 1995, the Debtor has owned and operated a 62-room hotel under the flagship Days Inn located at 4220 South IH-35 Hwy., in Austin, Texas , on the southwest side of the intersection of IH-35 and Texas Highway 71. Sixty-one of the Hotel's rooms are guest rooms, and one is a former guest room used as a fitness center. The Hotel also includes a manager's apartment, currently rented out to a third party on a month-to-month rental arrangement. The Debtor first encountered financial difficulties during the period May 2016 through May 2018, when construction of that highway intersection made access to the Property very difficult. As a result, the Debtor's gross revenues from January to June 2020 decreased by approximately 43% from the same period the year before. By August 2019, the Debtor was unable to service the debt on the Property and sought and found a new lender that would refinance the Property. In January 2020, the Property was appraised in connection with that refinancing for $5.24 million; however, when the pandemic struck before that transaction could be closed, that lender declined to go forward. Then in February of 2020, the original lender transferred the note and lien to HDDA, LLC. The Debtor was able to find another lender, but the new post-pandemic appraisal in May 2020 valued the Property at only $3.085 million. The Debtor was working on new financing and a new appraisal, but the current noteholder, HDDA - Austin, LLC (the assignee of HDDA, LLC), refused to delay its enforcement actions and the Debtor was forced to file its Chapter 11 case in order to avoid a foreclosure sale by HDDA - Austin, LLC on July 7, 2020, of substantially all of the Debtor's real and personal property. On Nov. 3, 2020, the Debtor filed its Plan of Reorganization and accompanying Disclosure Statement. No hearing on approval of the Disclosure Statement has been held. The Plan proposes to pay creditors from the proceeds of the sale of the hotel. Specifically, the Debtor has received a written offer, in the form of a Letter of Intent, to purchase the Hotel for $4.1 million. It also received another offer for the purchase of the Property, which has expired, but its counsel believes that party remains interested. By the Motion, among other things the Debtor is asking that the party making the offer for $3.8 million, Mr. Dave, be approved by the Court as a "Stalking Horse Bidder" to attract and compete against other bidders in an auction of the Hotel conducted by the Court. It is also asking the Court approves bidding procedures and a sale by auction to be conducted by the Court at a hearing to be set. Since before the Petition Date, the Debtor and its counsel have been exploring third-party interest in a sale of substantially all the Debtors' assets. The Debtor's principal does not believe that listing the Property with a commercial broker, especially during the pandemic, will result in the greatest sales price for the Property. Instead, the principal negotiated directly with Mr. Dave, who has familiarity with the Property and the Hotel's operations because he is its on-site manager. The Debtor's principal believes that, because of Mr. Dave's knowledge of the Hotel and its finances and day to day operations, his offer most closely represents the true value of the Property. Given the Debtor's principal's reluctance to list the Property with a broker and in consultation with the Debtor's secured lender, the Debtor has concluded that an auction of the Sale Assets, with Mr. Dave serving as the Stalking Horse Bidder and pursuant to the other procedures outlined in the Motion, will generate the highest and best value to the Debtor's estate. By the Motion, the Debtor asks the entry of two orders pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and Rule 6004 of the Federal Rules of Bankruptcy Procedure, as follows: a. The Procedures Order: i. approving Mr. Dave as the Stalking Horse Bidder by authorizing the Debtor to enter into the Letter of Intent and, if and only if Buyer submits a Qualifying Bid and is not the Successful Bidder, approving the bankruptcy estate's reimbursement of his reasonable, documented expenses in connection with the sale, up to a maximum of $25,000; ii. approving and setting the form and manner of notice of the sale contemplated by the Sale Motion; iii. approving and setting the other sale procedures and requirements for interested parties to submit competing bids for the assets of the Debtor being sold, including credit bids; iv. approving and setting procedures to fix amounts necessary to cure defaults, if any, due under the Debtor's executory contracts and unexpired leases, if any, that are to be assumed and assigned in connection with the sale; v. scheduling the Sale Hearing at which an auction would be conducted and the Court would consider and rule on approval of the sale to the person making the highest and best bid at the Auction, and of any motion to assume and assign an executory contract or unexpired lease of the Debtor to such Successful Bidder; vi. setting a deadline before the Sale Hearing to file objections, if any, to approval of the sale and any assumption and assignment of an executory contract or unexpired lease of the Debtor to the Successful Bidder; vii. authorizing the Debtor's estate to reimburse, at the closing, any broker's commission owed by the Successful Bidder, other than the Stalking Horse Bidder, up to a maximum of 3% of final purchase price; and viii. granting such related relief as described in the Procedures Order; b. The Sale Order: i. authorizing the sale of the Sale Assets to the Successful Bidder, free and clear of all liens, claims and encumbrances, except for liabilities expressly assumed; ii. finding, determining and approving cure amounts, if any, with respect to assumed executory contracts and unexpired leases, if any; iii. at the option of the Successful Bidder, authorizing the assumption and assignment to it of some or all of the Debtor's assumed executory contracts and unexpired leases, if any; iv. authorizing the Debtor to take any and all other actions necessary to consummate the proposed transactions; and v. granting the related relief as described in the Sale Order. Given the Debtor's principal's reluctance to list the Property with a broker and in consultation with the Debtor's secured lender, the Debtor has concluded that an auction of the Sale Assets, with Mr. Dave serving as the Stalking Horse Bidder and pursuant to the other procedures outlined, will generate the highest and best value to the Debtor's estate. A copy of the LOI is available at https://tinyurl.com/y5h64rlk from PacerMonitor.com free of charge. About New York Hospitality New York Hospitality, JV, a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)), filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10765) on July 6, 2020. At the time of filing, Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Tony M. Davis oversees the case. Debtor has tapped B. Weldon Ponder, Jr., Esq., and Catherine Lenox, Esq., as its bankruptcy attorneys, and Calzaretto & Company, LLC as its accountant. NORTHERN OIL: Reports Business and Operations Update ---------------------------------------------------- Highlights * Reaffirms mid-point of Q4 2020 production guidance and narrows range to 34,000 - 36,000 Boe per day * Reiterates 2021 $40+ WTI base case outlook * $178 million of debt reduction in 2020 * Retired $65 million, or 50%, of the Unsecured VEN Bakken Note on Jan. 4, 2021 * $8.4 million of high return Ground Game acquisitions in Q4, including four Permian transactions * 20,609 average barrels of oil per day hedged for full year 2021 at an average price of $55.09 per barrel * 8,000 average barrels of oil per day hedged for Q1 2022 at an average price of $50.81 per barrel * 4,798 average barrels of oil per day hedged for full year 2022 at an average price of $50.17 per barrel OPERATIONS UPDATE Northern Oil and Gas, Inc. has seen steady and continued improvement in operations throughout the fourth quarter of 2020. Operators have continued to return shut-in and curtailed production to sales at a steady rate. Northern has also seen increased development and completion activity due in part to improved pricing. Northern's wells in process inventory remains at or near all-time highs, with 28.1 net wells as of Dec. 31, 2020. Given improved pricing and activity levels in November and December, Northern is narrowing its Q4 2020 production guidance from 30,000 – 40,000 Boe per day to 34,000 – 36,000 Boe per day. Additionally, with higher propane and natural gas prices, Northern expects steady improvements to its natural gas realizations, as higher prices absorb fixed gathering and processing fees. GROUND GAME UPDATE Northern has seen an increased backlog of acquisition opportunities, from individual wellbores to large asset packages. As of January 2021, Northern's backlog of acquisition opportunities exceeds $1 billion in potential deal value. Northern retains its strict hurdle rates and any potential transactions must meet its high standards regarding asset quality and total returns. Northern executed on $8.4 million in acquisitions in the fourth quarter, inclusive of $1.8 million in equity-based consideration which was previously disclosed. This resulted in the acquisition of 1.0 net producing well, 3.6 net wells in process, 655 net acres, and 373 net royalty acres (standardized to a 1/8 royalty interest). Across the 11 transactions, four targeted the Permian Basin and accounted for 1.1 net wells in process, 219 net acres and 0.6 net undrilled locations. BALANCE SHEET UPDATE Northern reduced its total debt outstanding in 2020 by approximately $178 million, including the retirement of $130.0 million of its Senior Secured Notes. The balance on Northern's Revolving Credit Facility as of Dec. 31, 2020 was $532 million, down $39 million from the third quarter of 2020. Northern exited 2020 with approximately $130 million of liquidity. On Jan. 4, 2021, Northern retired $65 million, or 50%, of its Unsecured VEN Bakken Note with available liquidity and cash on hand. With additional significant free cash flow expected in 2021, Northern anticipates a steady reduction in debt balances and increased liquidity over time. MANAGEMENT COMMENTS "Our team quietly executed throughout even the most challenging periods of 2020, adding high quality inventory and development with strong upfront returns and convexity to better pricing, one small deal at a time. Our work should pay off in 2021, as the positive trajectory throughout Q4 was encouraging and provides strong momentum. We expect even greater free cash flow, growing volumes and stellar capital productivity on the horizon," commented Nick O'Grady, chief executive officer of Northern. "With the 'Shale 3.0' model taking hold for operators, we are seeing enormous opportunities to step into projects as non-operated capital availability remains scarce. These Ground Game opportunities continue to have full-cycle returns well north of our already strong return on capital employed metrics," commented Adam Dirlam, chief operating officer of Northern. About Northern Oil Northern Oil and Gas, Inc. -- http://www.northernoil.com-- is an independent energy company engaged in the acquisition, exploration, development and production of oil and natural gas properties, primarily in the Bakken and Three Forks formations within the Williston Basin in North Dakota and Montana. Northern Oil recorded a net loss of $76.32 million for the year ended Dec. 31, 2019. As of Sept. 30, 2020, the Company had $1.02 billion in total assets, $1.11 billion in total liabilities, and a total stockholders' deficit of $83.73 million. * * * As reported by the TCR on Dec. 11, 2020, S&P Global Ratings raised its issuer credit rating on Northern Oil and Gas Inc. to 'CCC+' from 'SD' (selective default). S&P said, "We expect capital expenditures will remain subdued over the next 12 months. Because of the company's nonoperating business model, its production levels are highly dependent on the capital spending allocation decisions of its partners in the Williston Basin. Many operators in the region are slowing capex to preserve cash flows or shifting capex to more profitable areas, which may reduce the company's ability to grow production. NORTHWEST HARDWOODS: Court Confirms Prepackaged Plan ---------------------------------------------------- Following a hearing on Jan. 6, 2021, Judge Brendan Linehan Shannon entered an order confirming the Second Amended Joint Prepackaged Chapter 11 Plan of Reorganization of Northwest Hardwoods, Inc., et al. The Court also approved the Disclosure Statement in all respects as containing "adequate information". As set forth in the voting affidavit, the 98.82% of voting Holders of Class 4 Secured Notes Claims in number and 98.04% in dollar amount of such Class 4 Secured Notes Claims voted to accept the Plan; and 100% in amount of Class 9 Existing Common Equity Interests held by voting Holders voted to accept the Plan. With respect to unimpaired claims, the Plan Confirmation Order adds a provision involving KTS: "Notwithstanding any provision of the Plan or this Order, unless and until paid in full, that certain Promissory Note, between Northwest Hardwoods, Inc. and Keystone Transportation Solutions, LLC (together with its successor, "KTS"), dated as of May 3, 2019 (as amended, modified, or supplemented from time to time, the "KTS Note"), and any and all of KTS's claims, rights and remedies under, based upon, or related to, the KTS Note, shall be rendered unimpaired, preserved and passed through the Chapter 11 Cases; and the Debtors' rights and defenses under and in connection with the KTS Note are preserved. Upon payment in full of the KTS Note, the Debtors' obligations under the KTS Note, and any and all claims, rights, and remedies of KTS under the KTS Note, shall be deemed fully and finally satisfied, settled, released, and discharged." The Plan Confirmation Order adds a section regarding certain tax authorities: "The (a) La Porte Independent School District, (b) Clear Lake City Water Authority, and (c) Harris County (collectively, the "Certain Texas Tax Authorities") assert that they are Holders of prepetition Claims for certain 2020 property taxes owed by the Debtors (the "Certain Texas Tax Authorities' Claims"). The Debtors or Reorganized Debtors, as applicable, shall pay the Allowed Certain Texas Tax Authorities' Claims on the later of (x) the Effective Date, and (y) January 31, 2021 (subject to any applicable extensions, grace periods, or similar rights under Texas law). To the extent such Claims are not so timely paid, the Certain Texas Tax Authorities' Claims shall include interest on any Allowed Certain Texas Tax Authorities' Claims from the Petition Date through payment in full at the state statutory rate pursuant to 11 U.S.C. Secs. 506(b), 511, and 1129, solely to the extent the Texas Tax Code provides for payment of interest on such Claims and to the extent required by the Bankruptcy Code. The Certain Texas Tax Authorities shall retain the liens that secure all prepetition amounts ultimately owed on the Certain Texas Tax Authorities' Allowed Claims as well as the state law priority of those liens until the Certain Texas Tax Authorities' Allowed Claims are paid in full. In the event that collateral that secures the Claim of one or more of the Certain Texas Tax Authorities is returned to a creditor holding a Claim that is junior to the Certain Texas Tax Authorities, the applicable Debtor or Reorganized Debtor shall first pay all property taxes owing to the Certain Texas Tax Authorities that are secured by such collateral. Any property tax liabilities owing to the Certain Texas Tax Authorities that are incurred by the Reorganized Debtors after the Petition Date shall be paid by the applicable Reorganized Debtor in the ordinary course of business. Pursuant to 11 U.S.C Sec. 503(b)(1)(D), the Certain Texas Tax Authorities shall not be required to file any proof of claim or other request for payment of a postpetition property tax claim to receive payment for any liability described in section 503(b)(1)(B) of the Bankruptcy Code. " Treatment of Claims The Debtors won confirmation of their Second Amended Joint prepackaged Chapter 11 Plan of Reorganization. Under the Plan, Class 4 Secured Notes Claims totaling $378,634,000 will receive (i) 99% of the New Common Stock and (ii) the senior secured debt of $110 million, under and evidenced by the Exit Take Back Debt Agreement. Class 5 General Unsecured Claims are unimpaired. Existing equity holders in Class 9 will get 1% of the new common stock. A full-text copy of the Plan Confirmation Order dated Jan. 6, 2021, is available at https://bit.ly/3s9nrt3 from PacerMonitor.com at no charge. A full-text copy of the Second Amended Joint prepackaged Chapter 11 Plan of Reorganization dated Jan. 6, 2021, is available at https://bit.ly/3ntnNr0 from PacerMonitor.com at no charge. Proposed Co-Counsel to the Debtors: David M. Feldman J. Eric Wise Matthew K. Kelsey Alan Moskowitz GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 Tel: (212) 351-4000 Fax: (212) 351-4035 Sean M. Beach Jacob D. Morton YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 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. NORTHWOODS.CONSTRUCTION: Unsec. Creditors to Recover 20% in Plan ---------------------------------------------------------------- Northwoods.Construction, LLC, filed a First Amended Chapter 11 Small Business Plan and a corresponding Disclosure Statement on Jan. 6, 2021. According to a Jan. 8 notice, a hearing on the Amended Disclosure Statement is scheduled for Feb. 9, 2021 at 10:30 a.m. at Room 201, 401 South Michigan Street (South Bend). Because of current health concerns, the hearing in this matter will be held telephonically. In person appearances will not be available. Any party desiring to participate in the hearing should call (888) 684-8852 and use Access Code 4130685 shortly before the appointed time and wait quietly for the case to be called. According to the Amended Disclosure Statement, during this bankruptcy case Debtor streamlined its expenses and has done as much better job of collecting on its account receivables. The Debtor has also given back certain vehicles and snow plow equipment to certain creditors that were no longer needed its operations. This has resulted in savings to the Debtor. The Debtor estimates that up to $73,000 may be realized from the recovery of fraudulent, preferential or other avoidable transfers. The Debtor will fund the plan from revenues and cash flow operations together with its current savings and $73,000 from Walmart. Under the Plan, general unsecured claims are impaired. The general unsecured class will receive monthly payments of $260.75 beginning on Jan. 1, 2020 and ending on Dec. 1, 2025. The class will recover 20% of their claims. A full-text copy of the Disclosure Statement dated Jan. 6, 2021, is available at https://bit.ly/35njoiQ from PacerMonitor.com at no charge. A full-text copy of the Amended Plan dated Jan. 6, 2021, is available at https://bit.ly/39jUTV9 from PacerMonitor.com at no charge. About Northwoods Construction Northwoods.Construction LLC has been in the business of construction, snowplowing and landscaping since 2002. Northwoods.Construction sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Case No. 19-30586) on April 8, 2019. The Debtor estimated $100,000 to $500,000 in assets and liabilities. The case is assigned to Judge Harry C. Dees Jr. Jay Lauer, Esq., in South Bend, Indiana, is the Debtor's counsel. NPC INTERNATIONAL: Pizza Hut Won't Fight Sale of Locations to Flynn ------------------------------------------------------------------- Steven Church of Bloomberg News reports that restaurant franchisee NPC International Inc. has settled all the major disputes that had threatened to hold up a plan to sell its Pizza Hut locations to Flynn Restaurant Group, lawyers told a federal bankruptcy judge Friday, January 8, 2021. Pizza Hut attorney Charles Gibbs said during a video court hearing that the company expects to sign a so-called consent agreement in the next few days with Flynn, allowing the restaurateur to close a deal to buy NPC's operations of the chain. About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. When NPC filed for bankruptcy in 2020, it operated more than 1,200 Pizza Hut locations and nearly 400 Wendy's Co. restaurants. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. OBITX INC: Incurs $139,569 Net Loss in Third Quarter ---------------------------------------------------- OBITX, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $139,569 on $61,918 of revenue from services for the three months ended Oct. 31, 2020, compared to a net loss of $40,769 on $0 of revenue from services for the three months ended Oct. 31, 2019. For the nine months ended Oct. 31, 2020, the Company reported a net loss of $49.40 million on $61,918 of revenue from services compared to a net loss of $144,432 on $0 of revenue from services for the nine months ended Oct. 31, 2019. As of Oct. 31, 2020, the Company had $1.59 million in total assets, $297,200 in total liabilities, and $1.29 million in total stockholders' equity. The Company has negative cash flow and there are no assurances the Company will generate a profit or obtain positive cash flow. The Company has sustained its solvency through the support of its related parties, which raise substantial doubt about its ability to continue as a going concern. "Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time to the raising of capital from additional debt and equity financing. However, the Company's ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate the revenue necessary to fund operations. The financial statements contain no adjustments for the outcome of this uncertainty." A full-text copy of the Form 10-Q is available fro free at: https://www.sec.gov/Archives/edgar/data/1730869/000147793221000120/obitx_10q.htm About OBITX Inc. OBITX, Inc. -- http://www.ObitX.com-- is engaged in digital cryptocurrency and blockchain development and consulting. OBITX reported a net loss from operations of $168,028 for the year ended Jan. 31, 2020, compared to a net loss from operations of $392,042 for the year ended Jan. 31, 2019. As of July 31, 2020, the Company had $1.93 million in total assets, $506,909 in total liabilities, and $1.42 million in total stockholders' equity. Houston-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated June 2, 2020, citing that the Company suffered a net loss from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. PBS BRAND: Hires Gavin Solmonese as Financial Advisor ----------------------------------------------------- PBS Brand Co., LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Gavin Solmonese LLC, as financial advisor to the Debtors. PBS Brand requires Gavin Solmonese to: a) assist the Debtors with management of the bankruptcy process, including the Debtors' reporting requirements; b) review and analyze the businesses, management, operations, properties, financial condition, and prospects of the Debtors; c) review and analyze historical financial performance, and transactions between and among the Debtors, their creditors, affiliates, and other entities; d) review the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; e) determine the reasonableness of the projected performance of the Debtors; e) monitor, evaluate and report to the Debtors with respect to the Debtors' near-term liquidity needs, operational issues, and related financial and operational matters; f) review and analyze all material contracts and agreements; g) assist in procuring and assembling any necessary validations of asset values; h) provide ongoing assistance to the Debtors and the Debtors' legal counsel; i) evaluate the Debtors' capital structure and making recommendations to the Debtors with respect to the Debtors' efforts to reorganize their business operations and confirm a restructuring or liquidating plan; j) assist the Debtors in preparing documentation required in connection with creating, supporting, or opposing a plan and participating in negotiations on behalf of the Debtors with any groups affected by a plan; l) provide ongoing analysis of the Debtors' financial condition, business plans, capital spending budgets, operating forecasts, management, and the prospects for their future performance; and m) render such other tasks as the Debtors or its counsel may reasonably request in the course of exercise of the Debtors' duties in these Chapter 11 Cases. Gavin Solmonese will be paid at these hourly rates: Edward T. Gavin $750 Stanley Mastil $525 Gavin Solmonese will be paid a retainer in the amount of $40,000. Gavin Solmonese will also be reimbursed for reasonable out-of-pocket expenses incurred. Edward T. Gavin, a partner of Gavin Solmonese LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Gavin Solmonese can be reached at: Edward T. Gavin GAVIN SOLMONESE LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801 Tel: (302) 655-6063 About PBS Brand Co. PBS Brand Co. LLC and its affiliates are a chain of "eatertainment" venues that blends best in category scratch-kitchen culinary specialties, and craft cocktail and craft non-alcoholic programs. Each of the Punch Bowl locations is a design-forward environment that provides its patrons with a different and diverse selection of games including, among other things, bowling, scrabble, shuffleboard, virtual reality, billiards, karaoke, vintage arcade games, ping-pong, darts, and skee-ball, and in one location, a nine-hole miniature golf course, that create a setting conducive to large corporate gatherings as well as a la carte sales. PBS Brand Co. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson Galligan, authorized representative, signed the petitions. At the time of the filing, PBS Brand was estimated to have $10 million to $50 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Morris James LLP as counsel, Gavin/Solmonese as restructuring advisor, and Omni Agent Solutions as claims, noticing, and balloting agent. PBS BRAND: Seeks to Hire Ordinary Course Professionals ------------------------------------------------------ PBS Brand Co., LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ ordinary course professionals. The ordinary course professionals are as follows: Professional Address Services BDO USA LLP 300 Spruce Street, Tax services Suite 100, Columbus, Ohio 43215 DAVIS WRIGHT 1300 SW Fifth Avenue, Real estate and TREMAINE LLP Suite 2400, Portland, corporate legal OR 97201 services HONIGMAN LLP 2290 First National Labor and Employment Building, 660 Woodward legal services Avenue, Detroit, MI 48226 To the best of the Debtor's knowledge the firms are a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About PBS Brand Co. PBS Brand Co. LLC and its affiliates are a chain of "eatertainment" venues that blends best in category scratch-kitchen culinary specialties, and craft cocktail and craft non-alcoholic programs. Each of the Punch Bowl locations is a design-forward environment that provides its patrons with a different and diverse selection of games including, among other things, bowling, scrabble, shuffleboard, virtual reality, billiards, karaoke, vintage arcade games, ping-pong, darts, and skee-ball, and in one location, a nine-hole miniature golf course, that create a setting conducive to large corporate gatherings as well as a la carte sales. PBS Brand Co. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson Galligan, authorized representative, signed the petitions. At the time of the filing, PBS Brand was estimated to have $10 million to $50 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Morris James LLP as counsel, Gavin/Solmonese as restructuring advisor, and Omni Agent Solutions as claims, noticing, and balloting agent. PLANVIEW PARENT: Moody's Affirms B3 CFR, Outlook Stable ------------------------------------------------------- Moody's Investors Service affirmed Planview Parent, Inc.'s ratings, including the B3 Corporate Family Rating, the B3-PD Probability of Default Rating, the B2 Senior Secured First Lien Credit Facilities, and the Caa2 Senior Secured Second Lien Credit Facilities. The outlook is stable. Planview intends to use the net proceeds of incremental term loans under the First Lien Facilities (including the $125 million Delayed Draw Term Loan) and the Second Lien Facilities, and cash equity from the company's sponsors to fund the acquisitions of two companies. Sponsor cash equity will fund about 27% of the purchase price for the two acquisitions. Pro forma for the two acquisitions, debt to EBITDA will be over 9x (latest twelve months September 30, 2020 and including adjustments to exclude purchase accounting effects, add back certain non-recurring costs, Moody's adjusted) or just under 8x (including anticipated annual cost synergies). Affirmations: Issuer: Planview Parent, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured First Lien Credit Facilities (Revolver), Affirmed B2 (LGD3) Senior Secured First Lien Credit Facilities (Term Loan), Affirmed B2 (LGD3) Senior Secured First Lien Credit Facilities (Delayed Draw Term Loan), Affirmed B2 (LGD3) Senior Secured Second Lien Credit Facilities, Affirmed Caa2 (LGD5) Outlook Actions: Issuer: Planview Parent, Inc. Outlook, Remains Stable RATING RATIONALE The acquisitions will add scale and diversification to Planview's revenue base, increasing Planview's exposure to customers outside of the company's traditional large, enterprise customer base. This should provide Planview cross sell opportunities for its existing project and portfolio management products. Given Planview's existing scale, the company should be able to improve the cost structures of the two target companies, achieving cost synergies and increasing EBITDA. Still, integration execution risks are material, since the acquisitions will increase Planview's revenue base by more than one-third and will expand Planview into a new business segment, which is part of one of the target companies. The high proforma leverage, which exceeds 9x adjusted debt to EBITDA prior to anticipated cost synergies, magnifies the negative impact of any integration missteps that Planview may encounter. The B3 CFR reflects financial leverage, which Moody's expects will remain over 7.5x debt to EBITDA (Moody's adjusted) over the near term, is very high given the execution risks integrating the acquisitions. Also weighing on the credit profile is Planview's small scale, with proforma annual revenues of less than $400 million, and the relatively discretionary nature of Planview's products compared to other enterprise software, such as enterprise resource planning software. Although the project and portfolio management industry is fragmented, with many niche competitors, the industry also includes large, diversified competitors, including Broadcom, Micro Focus, Atlassian, and Microsoft, which have greater financial resources and more diverse product lines than Planview. Product concentration results from the small revenue base, with project and portfolio management products accounting for over three quarters of revenues, exposing Planview to revenue volatility should customer product preferences shift. Given the private equity ownership, Moody's anticipates that debt to EBITDA (Moody's adjusted) will remain high, varying between 6x and 8x over the intermediate term, due to debt funded acquisitions or equity distributions following periods of deleveraging. The company's financial policies are a key corporate governance consideration under Moody's ESG framework. Still, Planview benefits from a large base of recurring revenues, accounting for about 85% of revenues, and low capital intensity, which results in consistent free cash flow generation. Further contributing to stability, revenues are diversified by industry and customer, with the top 10 customers accounting for less than 9% of revenues. Moody's believes that Planview holds a strong niche market position in the PPM market, which indicates market acceptance of Planview's product line and supports solid EBITDA margins. Moreover, increasingly complex workflows at large, diversified companies should provide an ongoing secular driver to Planview's Portfolio Management and Work Management products, supporting revenue growth over the intermediate to long term. Planview's liquidity is good. Moody's expects Planview to generate annualized FCF at least $40 million over the next 12-18 months. Moody's expects that Planview will maintain at least $25 million of balance sheet cash and for the Senior Secured First Lien Revolver, which is being upsized to $75 million from $65 million, to remain undrawn. Although there are no financial covenants governing the debt, the Revolver is subject to a usage based financial covenant, a first lien net leverage ratio, when utilization of the Revolver exceeds 35%. Moody's expects that Planview will maintain a substantial cushion on the first lien net leverage covenant at least over the near term. The stable rating outlook reflects Moody's expectation that Planview's revenues will grow organically in the low to mid-single digit range over the near term driven by end market demand across its portfolio of Portfolio Management and Work Management software. Moody's expects margins will gradually improve over the next 12 to 18 months, reflecting revenue growth and the capture of cost synergies, such that the EBITDA margin will improve toward 38% (Moody's adjusted) and debt to EBITDA will decline toward the upper 7x range (Moody's adjusted). Given the strong translation of EBITDA into FCF, Moody's anticipates that FCF to debt will approach the mid-single digits percent level (Moody's adjusted). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given the integration execution risks and high financial leverage, an upgrade is unlikely in the near term. Over the intermediate term, Moody's could upgrade Planview's ratings if the company successfully integrates the two acquisitions, capturing the anticipated annual cost synergies. Planview should also profitably grow, with organic revenue growth sustained at least in the upper single digits percent level and EBITDA margins increasing toward 40% (Moody's adjusted). Moody's would expect that Planview would follow a financial policy balancing the interests of creditors and shareholders, maintaining leverage below 6.5x debt to EBITDA (Moody's adjusted) and FCF to debt (Moody's adjusted) above 5%. Moody's could downgrade Planview's ratings if competitive or execution challenges result in revenue and EBITDA declining such that Moody's adjusted leverage is sustained above 8x debt to EBITDA and FCF to debt (Moody's adjusted) fails to achieve at least the low-single digits percent level. The First Lien Facilities (Revolver, Term Loan, and the Delayed Draw Term Loan) are rated B2, one notch above the CFR, given their senior position in the capital structure, with a first lien on all assets, and loss absorption provided by the second lien debt. The Second Lien Facilities are rated Caa2, reflecting their effective subordination to the first lien debt. Planview, headquartered in Austin, Texas is a provider of portfolio management and work management software across a broad set of enterprise customers. Planview will be owned by funds affiliated with private equity sponsors TPG, TA, and Thoma Bravo. The principal methodology used in these ratings was Software Industry published in August 2018. PROFESSIONAL INVESTORS: Affiliate Seeks to Hire Real Estate Agent ----------------------------------------------------------------- Professional Investors Security Fund, Inc., an affiliate of Professional Financial Investors, Inc., seeks approval from the U.S. Bankruptcy Court for the Northern District of California to hire Sally Forster Jones of Compass Real Estate Inc. as its real estate agent. The Debtor needs the services of a real estate agent to sell its residential real properties located at 19236 Pacific Highway, Malibu, Calif., and 3830 Hayvenhurst Drive, Encino, Calif. Ms. Jones will get a 5 percent commission on the purchase price to be paid through escrow from the sale proceeds. Ms. Jones and all members of the Sally Forster Jones Group at Compass neither hold nor represent an interest adverse to the Debtor's estate, according to court filings. The agent can be reached at: Sally Forster Jones Compass Real Estate Inc. 891 Beach Street San Francisco CA 94109 Phone: 415-660-9955 About Professional Financial Investors Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors Security Fund. On July 26, 2020, Professional Financial Investors sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial Investors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' legal counsel. The Debtors also tapped Trodella & Lapping LLP, Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser Moskowitz Edelman & Dicker LLP, and Nardell Chitsaz & Associates as their special counsel. Michael Hogan of Armanino LLP was appointed as the Debtors' chief restructuring officer. FTI Consulting, Inc. is the financial advisor. On Aug. 19, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PROTECTIVE INDUSTRIAL: S&P Assigns 'B-' ICR; Outlook Stable ----------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Gloves Parent Inc. (doing business as Protective Industrial Products; PIP), and to Gloves Buyer Inc., the borrower of the proposed debt. Gloves Parent, a parent holding company, will issue the group's consolidated financial statements and guarantees Gloves Buyer's debt. S&P is also assigning its 'B-' issue-level and '3' recovery ratings to the proposed first-lien debt facilities. The second-lien debt is not rated. Gloves Parent Inc. (doing business as Protective Industrial Products; PIP), a Latham, N.Y.-based distributor and supplier of consumable industrial personal protective equipment (PPE) including hand and arm, clothing, eye and hearing, and head protection, is being acquired by Odyssey Investment Partners. PIP plans to issue a $75 million revolving credit facility, a $435 million first-lien term loan, and a $160 million second-lien term loan, which Odyssey will use--along with an equity contribution--to finance the acquisition. S&P's rating on PIP incorporates the following key risks and strengths. Key rating risks: -- High starting debt leverage (forecast at about 7.4x at fiscal 2021 when S&P expects the transaction to close) and its expectation that leverage will remain elevated over the next 12-18 months; -- A limited track record of operating at its current scale and profit margin; -- Narrow business focus and high revenue concentration in the cyclical U.S. industrial gloves and arm protection market; -- Participation in the price-competitive and fragmented industrial PPE market; and -- Execution risk resulting from its aggressive acquisition growth strategy, and potential for changing U.S. tariff policies or other input, commodity, and freight cost headwinds. Key strengths include: -- A market leadership position and recognized brands within the U.S. industrial gloves and arm protection sub-sector which enables the company to meet unique customer stock-keeping unit (SKU) specifications; -- Well established low-cost global sourcing model and distribution footprint that is positioned for growth; -- Long-tenured customers and weekly average replacement rates for hand and arm protection, which supports revenue visibility; and -- Solid free operating cash flow (FOCF) generation forecast at about $35 million over the next 12 months (though S&P notes the company has significant intrayear working capital needs, up to about $29 million, related to potential inventory builds and new account sales). S&P expects modest deleveraging over the next 12 to 18 months. S&P said, "We expect PIP will maintain an S&P Global Ratings-adjusted debt leverage above 6.5x over the next 12-18 months. Our adjusted debt calculation includes about $75 million of preferred equity; we expect the company will elect to pay interest in kind (PIK) at a 13% compounding rate, allowing it to apply cash flow toward other purposes such as business reinvestment or opportunistic acquisitions. The adjustment increases our gross adjusted debt leverage by about 0.8x. The company has the option to pay the interest in cash at a 12.25% rate." Given the fragmented nature of the market, sticky customer relationships, and opportunities to cross-sell adjacent PPE products, industry consolidation is an attractive path for PIP to scale its platform and earnings, though acquisitions have the potential to delay the company's deleveraging trajectory. PIP has more than doubled its scale in the past three years through rapid and aggressive inorganic growth: It has grown to about $660 million in pro forma revenue, from less than $300 million in GAAP revenue at fiscal 2019 (ended Jan. 31, 2019). Recent pricing initiatives and operating leverage from integration and infrastructure investments over the past two years have resulted in improved profit margins, though the company has a limited track record of operating at this level. As a result of the high pace of acquisitions in the past two years, PIP has concurrently invested heavily in facility, technology, sales, and management teams to create a scalable platform with capacity in its global manufacturing and logistics network to handle growth. Historic profit margins have been somewhat burdened by these expenses and other transaction costs. More recently, in the past 12 months, PIP embarked on a number of strategic pricing and gross margin initiatives, including customer-specific pricing optimizations and various cost actions including vendor consolidation, material, and sourcing substitutions, and the realization of acquired company synergies. Collectively, these initiatives have resulted in PIP's gross margin expanding by about 310 basis points for the past 12-month period ended Oct. 31, 2020, versus the prior year. On a go-forward basis, the rating agency expects S&P-adjusted margins to remain in the mid-teens percent area, but it would like to see a demonstrated track record of PIP sustainably benefiting from these operational margin efficiencies before the rating agency considers a higher rating. Despite its participation in the fragmented, cyclical, price-competitive market for PPE, and competition from large industry players, PIP benefits from stable recurring demand and is positioned for growth. With about 15% of estimated market share, PIP is the market leader in the competitive $2.5 billion U.S. hand and arm PPE industry. PIP competes against much larger and significantly diversified PPE industry players such as DuPont de Nemours Inc. (BBB+/Watch Neg/A-2), 3M Co. (A+/Negative/A-1), and Honeywell International Inc. (A/Stable/A-1), similarly specialized competitors such as Ansell (also focuses on hand and arm products), and smaller competitors that make up just over half of the fragmented market and focus on niche markets or applications, or manufacture specialized brands. PIP's competitive edge is centered on its ability to offer more than 5,000 hand and arm SKUs, and its international distribution and lower-cost sourcing infrastructure that enables 95% of orders to be delivered within 24-48 hours. Since PIP's products are consumable, customers need weekly or monthly replenishments, which results in sticky relationships. Customers rely on distributors to manage their PPE inventory and are not able to quickly switch between substitutes given rigid workplace safety standards that require reliable stock and product quality. PIP has no material customer concentration, and its good service quality is evidenced by long-tenured customers (average top customer relationship is over 20 years). S&P expects retention rates to remain strong, with opportunities to increase its customer wallet share through cross-selling of adjacent PPE products. Nevertheless, with about 77% of total revenue concentrated in sale of industrial hand and arm protection products, PIP's business mix is quite narrow compared to that of more diversified rated peers. Further limiting S&P's business assessment, about 65% of its sales are tied to cyclical industrial and manufacturing end markets that could contract in an economic downturn and require fewer and less frequent orders. While its global partner sourcing model and significant local presence in low-cost Asia-Pacific regions allow for competitive prices, its business model is exposed to tariffs, freight, and commodity costs that could present headwinds. Pricing power is limited, given the large number of industry participants, though distributors such as PIP can compete on service, quick delivery capabilities, and their ability to offer specialized SKUs that customers specify. PIP's asset- and capital expenditure (capex)-lite operating model, with only about 14% of total products manufactured in-house, allows for good free cash conversion. S&P said, "Under our base-case forecast, we expect FOCF generation of about $35 million-$40 million in fiscal 2022. We expect cash flow to be allocated toward further strategic business investments to maintain its competitive and low-cost logistics network or toward opportunistic acquisitions." "The stable outlook reflects our expectation for stable operating performance supported by recurring demand for PIP's consumable products, cross-selling opportunities, and steady profit margins, which should allow it to improve its S&P Global Ratings-adjusted debt to EBITDA to the high-6x area in fiscal year 2022." "We could lower our rating on PIP over the next 12 months if operating performance issues such as supply chain disruption, an inability to pass along or manage its freight and input costs, or poorly timed acquisitions weaken our view of the company's liquidity position. In this scenario, we would likely conclude that PIP's debt capitalization is unsustainable and believe that PIP depends on favorable business conditions to meet its debt-servicing obligations." "While unlikely over the next 12 months, we could raise our rating if better-than-expected operating performance or debt repayment allows PIP to reduce and maintain its S&P Global Ratings-adjusted leverage comfortably below 6.5x while sustaining FOCF to debt in the mid-single-digit percent area and demonstrating a track record of operating with a sustainable EBITDA profit margin in the mid-teens percent area. A higher rating would reflect our belief that the company and its financial sponsor will refrain from undertaking large debt-funded dividends or acquisitions." RAMARAMA INC: Court Rules Disclosure Statement Needed in Case ------------------------------------------------------------- Ramarama, Inc., made a request under 11 U.S.C. Sec. 1125 that the U.S. Bankruptcy Court for the Eastern District of North Carolina determine that the Plan and exhibits filed on Dec. 14, 2020, provide adequate information and that a separate disclosure statement is not necessary. A status conference regarding the Chapter 11 Plan was held on Dec. 17, 2020. Based on the proffers and arguments made by Debtor's counsel, the attorney for the Bankruptcy Administrator, and counsel for Groundfloor Holdings GA, LLC, the Court finds that: 1. The Plan and exhibits filed on Dec. 14, 2020 do not provide adequate information, and a separate disclosure statement is necessary. 2. To allow Debtor and counsel time to draft and file a disclosure statement, the deadline under Sec. 1129(e) should be extended to 45 days from the filing of the disclosure statement. 3. The Debtor continues to operate its business and is confident that it will be able to confirm its Plan. The court finds that it is more likely than not that the court will confirm a plan within a reasonable period of time. The Court, accordingly, ordered Jan. 6, 2021, that the Debtor will have until Jan. 14, 2021 to file a disclosure statement and that the deadline under 11 U.S.C. Sec. 1129(e) is extended to March 1, 2021. About Ramarama Inc. Ramarama, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03125) on Sept. 14, 2020. The petition was signed by Mark Bullock, its president. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge David M. Warren oversees the case. Travis Sasser, Esq., at Sasser Law Firm, serves as the Debtor's counsel. REAL ESTATE RECOVERY: Selling Thousand Palms Property for $185K --------------------------------------------------------------- Judge Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California will convene a hearing on Feb. 2, 2021, at 11:00 a.m., to consider Real Estate Recovery Mission's sale of the real property located at 32200 Saucon Valley Street, in Thousand Palms, California, APN 693-063-004, to Larry Hemmerich for $185,000, subject to overbid. The Objection Deadline is Jan. 19, 2021. The Debtor holds an interest in the Property. The Property consists of real property, as described in the Purchase Agreement, improved by a manufactured home as more particularly described therein. The Debtor has the following secured liens against the Property: HOA Management and related fees, dues and expenses of Tri Palm Estates Country Club for 2019-2020 dues in the estimated amount of $3,775; property taxes in the estimated amount of $3,946, and a mortgage loan in favor of Diversified Capital, Inc. in the amount of $155,000 per agreement for a reduced pay-off with Diversified. The Debtor has no priority unsecured claims and it has general allowed unsecured claims of approximately $11,000 as set forth on Exhibit B-3 of the Debtor's Subchapter V Plan filed on Jan. 5, 2021. It filed the present bankruptcy in order to reorganize its debts by selling the Property and other properties and managing remaining properties to pay its creditors in full. The Debtor's Broker was the listing broker during the pre-petition period and had procured a prior purchase offer and escrow was opened pre-petition but the sale did not close when the prior proposed buyer was unable to procure financing. Its marketing efforts produced one other post-petition offer to purchase at a price $10,000 below the price offered by Hemmerich. On Dec. 14, 2020, the Debtor accepted the Buyer's Offer to purchase the Property. The principal terms of agreement are: (1) The purchase price is $185,000. (2) Within three days of acceptance, the Buyer will make the initial deposit of $5,300 into Escrow No.2075293-JC with Foresite Escrow, Inc. (3) Prior to close of escrow, the Buyer will deposit an additional amount of $13,200 into Escrow No.2 O76260-JC with Foresite. (4) The Buyer will obtain a new first trust deed loan in the amount of $166,500. (5) The Property will be sold "as is, where is" with no warranties or representations of any kind whatsoever. (6) Undisputed liens, if any, will be paid through escrow. (7) Any disputed liens, or liens and claims that still require investigation or further proof to establish their validity, if any, will attach to the net proceeds of the sale of the Property. (8) The Escrow is to close 30 days after the acceptance. The proposed sale is free and clear of all liens. The Debtor intends to pay the liens of Riverside County Treasurer and Tax Collector, Diversified, and Tri Palms Estates Country Club. By the Motion, the Debtor proposes that it be authorized to pay the following additional amounts to the following entities through escrow: (1) The Buyers' broker's commissions to Tri Palms Realty through agent James Wetherbee of 3% of total sale proceeds which total approximately $5,500. (2) The Seller's broker's commissions to Tri Palms Realty through agent Wetherbee of 3% of total sale proceeds which total approximately $5,500. (3) The Buyer and the Deller will each pay their own escrow costs. (4) The closing and recording costs, transfer taxes arising out of the sale of the Property, as well as costs of any title insurance endorsements, are to be paid by the Seller. The Debtor respectfully submits that the proposed sale is in the best interest of the estate and its creditors because, as demonstrated, the proposed sale will result in a net to the estate in excess of $958 after the payment of all amounts required to be paid to brokers, taxing authorities and closing costs in connection with the sale of the Property. The Debtor believes that the Court may require an opportunity for overbidding prior to the approval of the proposed sale. As a result, it proposes these overbidding procedures: (1) The overbid must be all cash and must be at least $195,000 ($10,000 greater than the current offer), with no contingencies to closing whatsoever. (2) Any party who would like to bid on the Property during the hearing on the Motion must contact the Debtor's counsel at least 24 hours prior to the hearing and provide evidence of financial resources to the Debtor's reasonable satisfaction. The Debtor's counsel will provide an information packet to any party who would like to bid on the Property. Any overbidder must also submit, before the time of the hearing a deposit for the purchase of the Property in the amount of at least $195,000 and provide the Court and the counsel for all parties’' proof of funds and ability to close within an expeditious manner. (3) Overbid increments will be $2,500 after the initial overbid. Finally, the Debtor asks the Court to waive the 14-day stay of Bankruptcy Rule 6004(h) to permit it to proceed with the close of Escrow on the sale as soon as possible. A copy of the Agreement is available at https://tinyurl.com/y2avmv7t from PacerMonitor.com free of charge. The Purchaser: Larry Hemmerich 1573 Sunflower Court S Palm Springs, CA 92262-9729 About Real Estate Recovery Mission Real Estate Recovery Mission, a tax-exempt real estate agency in Alhambra, Calif., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-19134) on Oct. 7, 2020. In the petition signed by Tad Dionizy Sikora, director, the Debtor estimated $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. RIVERBED PARENT: S&P Downgrades ICR to 'SD' on Distressed Exchange ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit rating on Riverbed Parent Inc. to 'SD' (selective default) from 'CC'. The rating agency also lowered its issue-level rating on the company's senior unsecured notes to 'D' from 'C' and its rating on the company's first-lien term loan to 'D' from 'CC'. The downgrade reflects Riverbed's announcement that it completed its previously announced debt restructuring transaction, which comprised an exchange (at a discount to par) of its 8.875% senior notes due in 2023 and an amendment and exchange of its existing first-lien term loan. Riverbed's operating performance over the past few years has been weak, and in S&P's view, it would likely be difficult for the company to refinance its debt maturities in 2022 and 2023 at reasonable terms. Thus, it considers the transaction to be a distressed exchange and tantamount to a default. Riverbed's unsecured debtholders who agreed to participate in the exchange offer received less than they were initially promised, without adequate compensation. Unsecured noteholders received $850 in new second-lien loans per $1,000 principal amount of existing unsecured notes. About 98% of Riverbed's unsecured noteholders participated in the offer, which enabled the company to exchange about $383 million of senior unsecured notes for about $325 million of a new second-lien term loan. The transaction also eliminated all restrictive covenants, certain default provisions and collateral requirements in the existing indenture. Existing first-lien lenders who participated in the amendment and exchange transactions received par value equivalent for their first-lien exposure; however, it still represents less than the security's original promise. Consideration to existing first-lien lenders included a combination of a new $1.07 billion first-lien term loan due 2025 (600 basis points [bps] over LIBOR vs. existing of 325 bps over LIBOR), a proportional $377 million share in the new $753 million second-lien term loan due 2026, and about $42 million in cash. Although this consideration in aggregate represents an equivalent of par value for these lenders' first-lien exposure, the value attributed from the proportionate share in the new second-lien term loan represents a more junior position in the capital structure. Under the new second-lien loan, lenders are receiving cash interest (650 bps over LIBOR) and payment-in-kind interest (4%). Not all existing lenders agreed to participate in the transaction. Post-transaction, about $77 million in principal remains outstanding under the existing first-lien term loan due April 2022, and about $9 million in principal remains outstanding under the existing unsecured notes due 2023. S&P said, "We expect to reevaluate our rating on Riverbed and its capital structure in the coming days. We plan to review Riverbed's business and financial prospects, liquidity position, and the implications to our assessment of the noncommon equity in the company's capital structure, given that affiliates of Thoma Bravo own about $100 million of the new second-lien term loan. Although Riverbed's debt maturity profile will improve, we view the company as highly dependent on favorable business and market conditions to meet its financial commitments. We will evaluate whether the capital structure is unsustainable over the longer term." RIVERBED TECHNOLOGY: Moody's Cuts PDR to D-PD Amid Restructuring ---------------------------------------------------------------- Moody's Investors Service downgraded Riverbed Technology, Inc.'s Probability of Default Rating to D-PD from Caa3-PD, following restructuring of the company's first lien and unsecured debt. Moody's considers the restructuring as a distressed exchange and thus a default under Moody's definition. Moody's also affirmed Corporate Family Rating at Caa1, confirmed the company's B2 first lien debt ratings, and downgraded the senior unsecured ratings to Ca from Caa3. The D-PD will be temporary assignation and shortly after this action, the PDR will be revised to Caa2-PD reflecting the improved but still high probability of additional default. The outlook is stable. The default assignation is driven by the exchange of unsecured debt for a lesser amount of new unrated second lien debt resulting in an approximate 15% loss in principal value. The first lien debt restructuring was also considered a distressed exchange driven by an exchange of a portion of the existing first lien debt for new second lien debt and by the extension of the maturity of nearly the entire amount of the first lien debt from April 2022 to [April 2026]. Holders of approximately $77 million of first lien debt did not participate in the exchange, which may prove difficult to repay at the scheduled April 2022 maturity date given the roughly $93 million pro-forma cash balances and the likelihood of near term negative free cash flow. RATINGS RATIONALE Riverbed's Caa1 CFR is driven by the very high financial leverage, weak cash flow and the challenges the company has reversing product declines as the WAN Optimization industry goes through significant changes. The rating is supported by Moody's expectation of an above average recovery in a default scenario. The company retains a leading position in the WAN Optimization market despite the upheaval in the corporate networking industry driven by new software technologies. Riverbed also has a leading position in the network performance management software market as well as a strong niche position in the application performance management market. Leverage for the last twelve months ended September 30, 2020 was approximately 9x (around 7x proforma for restructuring charges and full year of certain cost savings) and free cash flow was modestly positive. Riverbed has the potential to further improve margins and drive leverage to below 8x over the next 12-18 months as cost reductions take hold if the company can stabilize revenues. Though WAN Optimization is still a critical function, demand has declined at double digit levels as customers evaluate their application acceleration needs as more applications and infrastructure migrate to the cloud and SD-WAN ramps up as a disruptive technology. Riverbed's application acceleration product lines have the potential to offset some of the declines in legacy WAN Optimization lines, though the timing of any stabilization of revenues remains uncertain. The shift to working remotely has highlighted need for application acceleration technology to address the challenges of efficiently running cloud and on-premise applications outside of traditional network walls without degradation in performance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The outlook is stable reflecting push out of maturities as part of the restructuring. The ratings could be downgraded if performance continues to decline, free cash flow is negative on other than a temporary basis, or if the probability of default increases. Though unlikely in the near term, the ratings could be upgraded if performance stabilizes, and leverage is significantly reduced. Moody's views Riverbed's liquidity as weak. Current cash balances are estimated around $93 million at close of the restructuring and are sufficient to cover near term operating needs. However given the potential for near term negative free cash flow, the $77 million stub piece of the existing first lien debt will be challenging to repay at maturity in April 2022. While the restructuring pushed out first lien maturities, it also significantly increased interest costs which will likely drive free cash flow negative in the near-term. Riverbed has low to moderate social risk in line with the sector. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Riverbed is owned by private equity fund Thoma Bravo and Teachers' Private Capital and is expected to have very aggressive financial policies as evidenced by the restructuring in which some lenders took less than face value for their debt while the owners retain their equity. Affirmations: Issuer: Riverbed Technology, Inc. Corporate Family Rating, Affirmed Caa1 Confirmations: Issuer: Riverbed Technology, Inc. Senior Secured 1st Lien Bank Credit Facility, Confirmed at B2 (LGD2) Downgrades: Issuer: Riverbed Technology, Inc. Probability of Default Rating, Downgraded to D-PD from Caa3-PD Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD5) from Caa3 (LGD4) Outlook Actions: Issuer: Riverbed Technology, Inc. Outlook, Changed To Stable From Negative Headquartered in San Francisco, CA, Riverbed Technology, Inc. is a leading provider of Wide Area Network (WAN) Optimization and performance monitoring products and services. Riverbed is was acquired by private equity funds Thoma Bravo and Teachers' Private Capital in April 2015. Revenues were $713 million for the twelve months ended September 30, 2020. The principal methodology used in these ratings was Software Industry published in August 2018. ROCKET TRANSPORTATION: Hires 360 Capital as Financial Advisor ------------------------------------------------------------- Rocket Transportation, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Michigan to employ 360 Capital Partners, LLC as its financial advisor. 360 Capital will: a. prepare projections and a financial model; b. prepare the Debtor's 13-week cash flow; c. complete all monthly operating reports; d. complete a financing information memorandum; e. initiate contact with relevant financing groups and manage communications with interested parties.; f. prepare and coach management in advance of management presentations to interested parties; and g. manage financial due diligence process and assist counsel in preparation of final definitive agreements. 360 Capital will charge an hourly rate of $275 for its services, and a contingent fee equal to $25,000 upon closing with a financing source. The professionals of 360 Capital neither hold nor represent any interest adverse to the Debtor's estate and are "disinterested persons" within the meaning of the Bankruptcy Court, according to court filings. The firm can be reached at: Ethan D. Dunn 360 Capital Partners, LLC 24725 W. 12 Mile Road, Suite 306, Southfield, MI 48034 About Rocket Transportation Rocket Transportation, Inc., is a privately held company in the general freight trucking industry. Taylor, Mich.-based Rocket Transportation filed a Chapter 11 petition (Bankr. E.D. Mich. Case No. 20-52337) on Dec. 14, 2020. In the petition signed by Amar Al Hadad, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Maria L. Oxholm presides over the case. Jaafar Law Group PLLC serves as the Debtor's bankruptcy counsel. RUBY TUESDAY: Landlord Asks Court to Compel Back Rent Payment ------------------------------------------------------------- Law360 reports that a landlord of bankrupt restaurant chain Ruby Tuesday asked a Delaware judge late Wednesday, Jan. 6, 2021, to compel the debtor to pay several months of back rent after a 60-day deferral period expired. In the motion, property owner Wilkinson Langhorne Limited Partnership said Ruby Tuesday has not paid rent for a location it leases in Bucks County, Pennsylvania, since September 2020 and has accrued obligations for common maintenance. Combined, the business owes a total of more than $47,000, the landlord said. The bankruptcy court granted a 60-day deferral of lease obligations for Ruby Tuesday at the outset of the case in early October 2020. About RTI Holding Company RTI Holding Company, LLC, and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On Oct. 26, 2020, the U.S. Trustee formed an official committee of unsecured creditors in the chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc., as financial advisor. RUNAMUK RIDES: Hires Swenson Law Group as Attorney -------------------------------------------------- Runamuk Rides LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Swenson Law Group, LLC, as attorney to the Debtor. Runamuk Rides requires Swenson Law Group to: -- assist in the preparation of the schedules, statements, plan of reorganization; -- prepare any necessary motions, answers, orders, and legal papers; and -- perform all other legal services to the Debtor, which may be necessary in the bankruptcy proceedings. Swenson Law Group will be paid at these hourly rates: Attorneys $285 Paralegals $125 Swenson Law Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Evan M. Swenson, a partner of Swenson Law Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Swenson Law Group can be reached at: Evan M. Swenson, Esq. SWENSON LAW GROUP, LLC 118 E. Grand Avenue Eau Claire, WI 54701 Tel: (715) 835-7779 Fax: (715) 835-2573 About Runamuk Rides Runamuk Rides, LLC -- https://www.runamukrides.com/ -- offers guided and unguided excursions that are a perfect activity to augment family vacation, couples-get-away retreat, family reunions or corporate events. Runamuk Rides, LLC, based in Hayward, WI, filed a Chapter 11 petition (Bankr. W.D. Wis. Case No. 20-12960) on Dec. 2, 2020. In its petition, the Debtor disclosed $400,779 in assets and $1,640,326 in liabilities. The petition was signed by James Taylor, authorized signatory. The Hon. Catherine J. Furay presides over the case. SWENSON LAW GROUP, LLC, serves as bankruptcy counsel to the Debtor. SHAPPHIRE RESOURCES: Unsecured Creditors to Recover 10% in Plan --------------------------------------------------------------- Shapphire Resources, LLC submitted a Second Amended Chapter 11 Plan and a corresponding Disclosure Statement on Jan. 6, 2021. Judge Robert Kwan on Nov. 18, 2020 convened a hearing on the Debtor's First Amended Disclosure Statement. At the hearing, the Court set a Jan. 6 deadline for the Debtor to file a Second Amended Disclosure Statement and fixed a Jan. 20 hearing on the Second Amended Disclosure Statement. According to the Second Amended Disclosure Statement, Shapphire Resources proposes to restructure its debt through the Plan and accomplish payments under the Plan with cash on hand, rental income generated from real properties and initial and periodic capital contributions from Debtor's managing member or any other third party. Primary real property assets of Debtor consist of Hayland Street Property having a value of $515,000 and Cold Plains Drive Property having a value of $750,000. Under the Plan, the Class 2 Secured Claim of Hayland Street Property totaling $772,720 is impaired. The Class 2 claim will be amortized over 30 years and paid, together with interest at the rate of 5% per annum, through monthly payments in the amount of $3,087. The Class 3 Secured claim of U.S. Bank Trust National Association totaling $1,207,182 is impaired. The claim will be bifurcated into a secured claim in the amount of $750,000 and an unsecured claim. The secured portion will be amortized over 30 years and paid, together with interest at the rate of 5.5% per annum, through monthly payments in the amount of $4,258. Class 5 General unsecured claims totaling $587,690 are impaired. Unsecured creditors will receive a dividend of 10% of their allowed claims, paid in 90 quarterly installments of $652.99. A full-text copy of the Second Amended Disclosure Statement dated January 6, 2021, is available at https://bit.ly/3hYzlRQ from PacerMonitor.com at no charge. General Insolvency Counsel for the Debtor: Raymond H. Aver Law Offices of Raymond H. Aver A Professional Corporation 10801 National Boulevard, Suite 100 Los Angeles, California 90064 Telephone: (310) 571-3511 E-mail: ray@aver.com About Shapphire Resources Shapphire Resources, LLC's principal assets are located at 2770 Cold Plains Drive Hacienda Heights, CA 91745. Shapphire Resources previously filed for bankruptcy protection (Bankr. C.D. Cal. Case No. 10-57493) on Nov. 4, 2010. Shapphire Resources filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 17-15033) on April 24, 2017. In the petition signed by Susan Tubianosa, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Neil W. Bason oversees the case. The Law Offices of Raymond H. Aver, a professional corporation, represents the Debtor. SHARPE CONTRACTORS: Hires Wiggam & Greer as Attorney ---------------------------------------------------- Sharpe Contractors, LLC, seeks authority from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Wiggam & Greer, LLC, as attorney to the Debtor. Sharpe Contractors requires Wiggam & Greer to: (a) assist in the preparation of pleadings and applications; (b) conduct of examination; (c) advise the Debtor as to their rights, duties and obligations as Debtor-in-possession; (d) consult with the Debtor respect to a Chapter 11 plan; (e) perform legal services incidental and necessary to the day-to-day operations of the Debtor's business, including, but not limited to, institution and prosecution of necessary legal proceedings, and general business and corporate legal advice and assistance; and (f) take any and all other action incident to the proper preservation and administration of the Debtor's estates and business. Wiggam & Greer will be paid at these hourly rates: Attorneys $425 Legal Assistants $150 Wiggam & Greer will be paid a retainer in the amount of $22,500. Wiggam & Greer will also be reimbursed for reasonable out-of-pocket expenses incurred. Will B. Geer, a name partner at Wiggam & Greet, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Wiggam & Greer can be reached at: Will B. Geer, Esq. WIGGAM & GEER, LLC 50 Hurt Plaza, SE, Suite 1245 Atlanta, GA 30303 Tel: (678) 587-8740 Fax: (404) 287-2767 E-mail: wgeer@wiggamgeer.com About Sharpe Contractors Sharpe Contractors, LLC, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. Case 20-72638) on Dec. 14, 2020. The Debtor hired Wiggam & Greer, LLC, as attorney. SPHIER EMERGENCY: Hires Kyle Law Group as Attorney -------------------------------------------------- Sphier Emergency Room, #2, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Kyle Law Group, P.C., as attorney to the Debtor. Sphier Emergency requires Kyle Law Group to represent and provide legal services to the Debtor in the Chapter 11 bankruptcy proceedings. Kyle Law Group will be paid at these hourly rates: Attorneys $175 to $475 Legal Assistants $95 Kyle Law Group will also be reimbursed for reasonable out-of-pocket expenses incurred. Clifton Kyle, a partner of Kyle Law Group, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Kyle Law Group can be reached at: Clifton Kyle, Esq. Kyle Law Group, P.C. 700 Milam, Suite 1300 Houston, TX 77002 Tel: (713) 487-5751 Fax: (713) 968-4691 About Sphier Emergency Room Sphier Emergency Room #2, LLC, based in Missouri TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-35385) on Nov. 2, 2020. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Dr. Swapan Dubey, managing member. KYLE LAW GROUP, P.C., serves as bankruptcy counsel to the Debtor. STANDARD BAKERY: Plan of Reorganization Confirmed by Judge ---------------------------------------------------------- Judge Marc Barreca has entered an order approving the Disclosure Statement and confirming Plan of Reorganization of Standard Bakery, LLC. The Court has determined that the requirements for confirmation of the Plan under 11 U.S.C. Sec. 1129(b) have been satisfied pursuant to the Declaration of Joshua Grunig in Support of Confirmation of Ch 11 Plan and the Summary of Balloting on Chapter 11 Plan and Preconfirmation Report. As more fully described in the Plan, unsecured creditors will receive a 5% dividend of their allowed claim, paid at 0.0% Interest, over 60 months following the effective date of the Plan. The total dividend to Class 4 is $18,489. Payments will begin on the 15th date of the first full month following the effective date of the Plan and on the 15th day of the month thereafter. The Debtor will continue to operate its restaurant and bakery. The company has adjusted to a take out and delivery basis and expects its revenues to remain consistent for the immediate future. When It will be safe to do so, the Debtor will reopen its dining room. The Plan's proposed payments reflect its current operations and represents its best efforts to make a meaningful distribution to our creditors in spite of this pandemic. A full-text copy of the Plan Confirmation Order dated January 7, 2021, is available at https://bit.ly/3nxkz5A from PacerMonitor.com at no charge. The Debtor is represented by: VORTMAN & FEINSTEIN 2033 SIXTH AVENUE, SUITE 251 SEATTLE, WA 98121 Tel: (206) 223-9595 Fax: (206) 386-5355 About Standard Bakery Standard Bakery LLC, which conducts business under the name Zylberschtein's Delicatessen and Bakery, filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-10361) on Feb. 4, 2020, listing under $1 million in both assets and liabilities. Judge Marc Barreca oversees the case. Vortman & Feinstein, PS is the Debtor's legal counsel. STUDIO MOVIE: Sets Sale Procedures for De Minimis Assets -------------------------------------------------------- Studio Movie Grill Holdings, LLC, and its affiliates, ask the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sales procedures in connection with the sale of de minimis personal property assets. In the course of the Chapter 11 Cases, the Debtors have rejected and anticipate continuing to reject certain unexpired real property leases of movie theater locations. Prior to each rejection, they need to remove personal property from the location in order to preserve its value for the benefit of their estates or dispose of the same by sale. For much of the personal property on site, its anticipated recoverable value does not justify the added expenses of moving and storage. For such reasons, the Debtors ask authority to sell de minimis personal property assets pursuant to the proposed procedures. In particular, subject to the prior written consent of the Agent and upon consultation with the Committee, the Debtors propose to sell personal property assets at each rejected location with an aggregate Sale Price of $50,000 or less without further order or approval of the Court or notice to parties in interest. Further, subject to the prior written consent of the Agent and upon consultation with the Committee, the Debtors propose to sell personal property assets at each rejected location with an aggregate Sale Price in excess of $50,000 and up to $1.5 million following their filing and service of a notice of such sale and the expiration of a 10-day objection period, among other procedures. The Debtors submit that this will maximize the recoverable value of their personal property assets for the benefit of the Debtors' estates and all parties in interest. By the Motion, the Debtors ask entry of an order authorizing them, upon the prior written consent of the Agent and upon consultation with the Committee, to sell de minimis personal property assets at each rejected location. In particular, they ask authority, subject to the prior written consent of the Agent and upon consultation with the Committee, to sell assets at rejected locations with an aggregate Sale Price in an amount of $50,000. or less (per location) without further order or approval of the Court or notice to parties in interest. For purposes of the procedures for the sale of de minimis personal property assets, the "Sale Price" will be the amount of cash consideration or fair market value of non-cash consideration estimated to be received by the Debtors as determined by them with the Agent's consent, less expenses to be incurred in connection with the sale (if any). Further, for personal property at rejected locations with an aggregate Sale Price in excess of $50,000 and up to $1.5 million, the Debtors ask approval, subject to the prior written consent of the Agent and upon consultation with the Committee, to sell such assets according to these procedures: a. Upon receipt by the Debtors of the prior written consent of the Agent to the proposed sale of personal property assets with an aggregate Sale Price in excess of $50,000 and up to $1.5 million, the Debtors will file with the Court and provide Sale Notice of their intent to sell such assets by overnight delivery to (i) the Office of the United States Trustee for the Northern District of Texas, (ii) the counsel to the Agent, (iii) counsel to the Committee, and (iv) any party known by the Debtors to assert a lien on the asset to be sold. b. The Sale Notice will include (i) a description of the assets to be sold and their locations; (ii) the purchase price being paid for such assets; (iii) the name and address of the purchaser, as well as a statement that such purchaser is not an insider or affiliate of any Debtor; (iv) the name of the applicable Debtor-Seller; and (v) the amount of any fees or commissions to be paid in connection with the transaction. c. If no written objection from a Notice Party or other party in interest is received within 10 days of service of the Sale Notice, then the Debtors may immediately consummate the transaction, including making any disclosed payments of fees or commissions. If a written objection to any sale is received by the Debtors within the applicable notice period, then Court approval of such sale will be required (unless otherwise resolved by the objecting party and the Debtors with the Agent's consent and upon consultation with the Committee). d. The Debtors may ask entry of a separate order on the limited issue of the applicability of section 363(m) of the Bankruptcy Code, after filing a notice on the docket and upon three days' prior written notice to the Notice Parties. If no party objects to entry of the 363(m) Order, the Debtors may submit a proposed 363(m) Order under certification to the Court and a declaration in support of entry of the 363(m) Order, and the Court may enter the proposed 363(m) without a hearing. If a party objects to the entry of a proposed 363(m) Order, the Debtors may ask a hearing with respect to entry of such 363(m) Order. The Debtors' ultimate goal in these Chapter 11 Case is to conduct a financial and operational restructuring and to reorganize under a Chapter 11 plan of reorganization or sell their assets as a going concern pursuant to Bankruptcy Code Section 363. In order to efficiently and effectively reach such objective, it is imperative that they be able to shed excess personal property as locations are removed from its business operations. Towards that goal, the Debtors ask approval under Bankruptcy Code Section 363 for procedures that enable them to carry out sales of such property in a timely fashion. The Debtors ask approval to conduct sales of de minimis personal property assets under the sale procedures on a final "as is" basis, free and clear of any and all liens, claims, and encumbrances, with all such liens attaching to the remaining net proceeds of such assets. They anticipate that, to the extent there are liens on the assets sold pursuant to the sale procedures, all holders of such liens have, or will, consent to the sales contemplated by the Motion. Finally, because time is of the essence in regard to the proposed sale procedures, the Debtors ask that the Court waives the 14-day stay provided in Bankruptcy Rule 6004(h) in all orders requested to be entered. The Notice of the Application is provided to all parties listed on the Debtors' current complex service list as of the day of the filing. About Studio Movie Grill Studio Movie Grill and its affiliates operate a chain of movie theatres that include full-service dining during the show. Studio Movie Grill is based in Dallas and runs 33 theater-restaurants. Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex., Case No. 20-32633) on Oct. 23, 2020. Studio Movie Grill was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Stacey G. Jernigan is the case judge. The Law Offices of Frank J. Wright, PLLC is the Debtors' counsel. SUGARLOAF HOLDINGS: Trustee Selling All Assets to Farms, LLC ------------------------------------------------------------ David L. Miller, as trustee of the chapter 11 bankruptcy estate of Sugarloaf Holdings, LLC, asks the Bankruptcy Court for the District of Utah to authorize the sale of its real property, water rights, personal property, and other assets located in Millard County, Utah, free and clear of liens, interests, and encumbrances to Farms, LLC, on the terms and conditions set forth in their Asset Purchase Agreement, subject to overbid. In consideration of the transfer of the Purchased Assets to the Purchaser and the other undertakings, the purchase price for the Purchased Assets will be: (i) the assumption by the Purchaser of the Assumed Liabilities; (ii) the Purchaser's waiver, release, and satisfaction of any claim, whether secured, unsecured, or otherwise, including but not limited to the Purchaser Claim, against Sugarloaf's bankruptcy estate; (iii) the payment of $45,000 by the Purchaser to the Seller; and (iv) the Purchaser's assignment of its super-priority administrative expense claim, which the Court granted the Purchaser on Dec. 7, 2018, to the Seller for the payment his and his professionals' fees and expenses. On Schedule A/B, the Debtor scheduled an ownership and/or leasehold interest in the following property: a. Fee simple interest in 7,164.38 acres of real property in Millard County, Utah; b. Fee simple interest in various water rights; c. Leasehold interest in 51,044.30 acres of real property owned by BLM; d. Interest in various items of personal property; and e. Leasehold interest in certain grazing leases. On the Petition Date and presently, the Real Property, the Water Rights, the Leased Property were and are leased in the Debtor's name, while the Personal Property was and is titled in the Debtor's name or is otherwise owned by the Debtor. The Trustee is aware of one lien on the Property, a consensual lien held by Farms in the estimated amount of $12,652,955. The Debtor is not entitled to any exemption in the Property. At this time, apart from the Farms Lien, the Trustee is not aware of any other recorded liens, interests, or encumbrances on the Property. Notwithstanding, he proposes to sell the Property and other assets to Farms free and clear of any and all liens, interests, or encumbrances. With the Motion, the Trustee proposes to sell substantially all of the Debtor's assets as set forth in the APA, which includes the Property and other assets, to Farms free and clear of any and all liens, interests, and encumbrances. The material terms of the APA are: a. Consideration: In consideration of the transfer of the Purchased Assets to Farms, the purchase price for the Purchased Assets will be: (i) the assumption by Farms of the Assumed Liabilities; (ii) Farms' waiver, release, and satisfaction of any claim, whether secured, unsecured, or otherwise, including but not limited to the Farms Lien, against the Debtor's bankruptcy estate; (iii) the payment of $45,000 by Farms to the Trustee; and (iv) Farms' assignment of its super-priority administrative expense claim, which the Court granted Farms' predecessor-in-interest, Bank of the West, on Dec. 7, 2018, to the Trustee for the payment his and his professionals' fees and expenses. b. Payment of the Administrative Expense Payment: Farms will pay the Administrative Expense Payment to the Seller within seven business days of the entry of an order approving the Motion. c. Purchased Assets: The Trustee proposes to sell the Purchased Assets, which includes substantially all of the assets of Debtor, free and clear of any and all liens, interests, and encumbrances. The Purchased Assets include the Real Property, the Water Rights, the Leased Property, the Personal Property, the Grazing Leases, buildings, equipment, inventory, harvested and unharvested crops, furniture, fixtures, supplies, and all rights under the Purchased Contracts. d. Executory Contracts: All Purchased Contracts will be assumed by the Trustee and assigned to Farms at the Closing. Any contract designated as an Excluded Contract may be assumed or rejected by Trustee in his sole discretion and will be deemed an Excluded Asset. A complete list of the Debtor's executory contracts is found on the Motion for Approval to Assume and Assign or Sell Certain Leases and/or Executory Contracts, which is filed concurrently with the Motion, and on Schedule 1.1(c) of the APA. e. Assumed Liabilities: Effective as of the Closing, Farms will assume certain liabilities of the Debtor as set forth in Section 2.3 of the APA. Specifically, Farms will assume the following liabilities as part of the sale: 1) liabilities assumed by Farms in accordance with the Sale Order; 2) all liabilities relating to the ownership and operation of the Purchased Assets that are attributable to the period from and after the Closing Date; 3) liabilities of the Debtor under any of the Purchased Contracts to the extent such liabilities arise with respect to the period after the Closing; 4) liabilities owed to any governmental authority incurred after the Closing, including, without limitation, personal and property taxes, payroll taxes, sales and use taxes, customs, and duties; and 5) cure costs for any Purchased Contracts. f. Timing Closing: Subject to the satisfaction of the conditions to closing contained in the APA, the closing of the sale will take place on that date that is three business days after the entry of an order approving this motion becomes final. g. Representations, Warranties, and Covenants: Except as specifically set forth in the APA, Farms accepts the Purchased Assets at the closing in an "as is, where is" basis and "with all faults." The Trustee recommends and asks that the Court grants the Motion and approves the sale of the Purchased Assets to Farms or any other party with a higher and better offer. In his business judgment, Farms' offer is the best offer received to date because it will cover the Trustee's and his professionals' administrative costs to date (with funds still available for future fees and costs), return $45,000 to other approved administrative claims, and significantly reduce the claims against the Debtor's bankruptcy estate. The Trustee believes the Purchase Price reflects the fair market value for the Purchased Property under the circumstances. In connection with the Motion, the Trustee will send notice of the Motion and his request for higher and better offers to all parties-in-interest, all counterparties to all executory contracts and unexpired leases, and all parties who have appeared in the case and requested notice. Any person or entity wishing to make a higher and better offer to that presented by Farms will submit the offer to the Trustee, in writing at davidlmillerpc@msn.com (with a copy to Mark C. Rose at mrose@mbt-law.com). If a higher and better offer is received, the Trustee will give notice of the higher and better offer to Farms and will arrange for an auction between Farms and any party making a higher and better offer to that of Farms prior to the hearing to approve the Motion. The highest and best offer at the auction, as determined by Trustee in his sole discretion, will be presented to the Court at the hearing on the Motion as the party to whom the Purchased Assets should be sold. The highest bidder at any auction must agree to pay the bid amount within three business days of the Court approving the sale. The Trustee is only aware of the Farms Lien against the Purchased Assets. Expedited consummation of the sale will also preserve property of the Debtor's bankruptcy estate and will result in a greater return to creditors. Thus, the Trustee asks the Court to waive the 14-day stay of Rule 6004(h) should be waived. A copy of the APA is available at https://tinyurl.com/y5ofex73 from PacerMonitor.com free of charge. The Purchaser: FARMS, LLC c/o Brad Hall, Manager P.O. Box 50620 Idaho Falls, ID 83405 About Sugarloaf Holdings Sugarloaf Holdings, LLC -- http://sugarloafholdings.com/-- is a privately-held company in Lehi, Utah, whose business consists of farming and ranching operations. Sugarloaf Holdings filed a Chapter 11 petition (Bankr. D. Utah Case No. 18-27705) on Oct. 15, 2018. In the petition signed by David J. Gray, manager, the Debtor disclosed $21,067,619 in total assets and $15,666,618 in total debt. The case is assigned to Judge Kevin R. Anderson. The Debtor is represented by Parsons Behle & Latimer. The Debtor tapped Berkeley Research Group as its financial advisor; Dwayne Asay and Squire & Company, PC, as accountants; and J. Philip Cook and J. Philip Cook, LLC, as forensic real estate professionals. On Aug. 7, 2020, the Court appointed David L. Miller as Trustee of the Debtor's chapter 11 bankruptcy estate. SUMMIT VIEW: Hires Addison Law as Special Counsel ------------------------------------------------- Summit View, LLC, has filed an amended application with the U.S. Bankruptcy Court for the Middle District of Florida seeking approval to hire Addison Law office PA as special counsel. Summit View requires Addison Law to assist and advise the Debtor with respect to all matters associated with the Debtor's claims against Keene Services, Inc. Addison Law will be paid at the hourly rate of $425. Addison Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael C. Addison, the firm's founding partner, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Addison Law can be reached at: Michael C. Addison, Esq. Addison Law Office PA 1304 Alicia Avenue Tampa, FL 33604 Tel: (813) 223-2000 About Summit View Summit View, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It previously filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 09-06495) on April 2, 2009. Summit View again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 19-10111) on Oct. 24, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The Debtor tapped Alberto F. Gomez, Jr., Esq., at Johnson, Pope, Bokor, Ruppel & Burns, LLP as bankruptcy counsel to the Debtor. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., is special counsel. SUNPOWER CORP: To Close Hillsboro Manufacturing Plant ----------------------------------------------------- SunPower Corp. will close SunPower Manufacturing Oregon, LLC, its solar panel manufacturing plant in Hillsboro, Ore. "We made the difficult but necessary decision to close our plant after careful evaluation and the change in focus of our business over recent months," said Tom Werner, CEO and Chairman of the board of SunPower. "We recognize how hard this is for all the employees impacted and are dedicated to helping them through this transition." In August 2020, SunPower completed the spin-off of Maxeon Solar Technologies, Ltd. The spin-off encompassed international panel manufacturing and associated sales, which is now run by Maxeon. Following the split, SunPower is focused on innovative solar and battery storage system sales and services for customers in the U.S. and Canada, as well as developing downstream energy services products like energy management software. SunPower is continuing to provide the most powerful and efficient solar panels through a supply agreement with Maxeon. The decision to close the plant will impact approximately 170 employees. SunPower will provide all impacted employees with comprehensive separation packages, including severance, work transition assistance and six months of COBRA for continuation of health insurance coverage. The company will source and present open positions from other area employers, host a virtual job fair to assist in securing new employment, and encourage employees to apply for open positions at SunPower if they are willing to relocate. The company is taking steps to cease operations by March 2021 and complete the wind-down of the facility in early June while simultaneously looking into other options. These include selling the plant, exploring a joint venture option or assessing potential partnerships. SunPower will continue its distributed generation investments consistent with its business strategy. Its U.S. workforce of about 1,200 employees in numerous cities across ten states is currently growing with demand. Additionally, SunPower has a network of more than 700 independent residential and commercial dealers across 46 states – each its own small business – totaling more than 17,000 U.S. jobs. About SunPower Headquartered in San Jose, California, SunPower Corporation -- http://www.sunpower.com-- is a global energy company that delivers complete solar solutions to residential, commercial, and power plant customers worldwide through an array of hardware, software, and financing options and through solar power solutions, operations and maintenance services, and "Smart Energy" solutions. The Company's Smart Energy initiative is designed to add layers of intelligent control to homes, buildings and grids -- all personalized through easy-to-use customer interfaces. SunPower reported a net loss of $7.72 million for the fiscal year ended Dec. 29, 2019, a net loss of $917.5 million for the fiscal year ended Dec. 30, 2018, and a net loss of $1.17 billion for the year ended Dec. 31, 2017. As of Sept. 27, 2020, the Company had $1.45 billion in total assets, $1.45 billion in total liabilities, and a total deficit of $7.06 million. TEA OLIVE: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Tea Olive I, LLC 2600 Eagan Woods Drive, Suite 120 Eagan, MN 55121 Business Description: Tea Olive I, LLC d/b/a Stock+Field -- https://www.stockandfield.com/ -- is a Minnesota limited liability company formed in 2018 and headquartered in Eagan, Minnesota. It is a farm, home, and outdoor retailer, currently operating 25 stores across Illinois, Indiana, Ohio, Wisconsin, and Michigan. Chapter 11 Petition Date: January 10, 2021 Court: United States Bankruptcy Court District of Minnesota Case No.: 21-30037 Judge: Hon. William J. Fisher Debtor's Counsel: Clinton E. Cutler, Esq. James C. Brand, Esq. Steven R. Kinsella, Esq. Samuel M. Andre, Esq. FREDRIKSON & BYRON, P.A. 200 S Sixth St, Ste 4000 Minneapolis, MN 55402 Tel: 612-492-7000 E-mail: ccutler@fredlaw.com jbrand@fredlaw.com skinsella@fredlaw.com sandre@fredlaw.com Debtor's Investment Banker: STEEPLECHASE ADVISORS, LLC Debtor's Claims, Noticing & Balloting Agent: DONLIN, RECANO & COMPANY, INC. https://www.donlinrecano.com/Clients/tolive/Dockets Estimated Assets: $50 million to $100 million Estimated Liabilities: $50 million to $100 million The petition was signed by Matthew F. Whebbe, chairman and chief executive officer. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/H3JQ2BA/Tea_Olive_I_LLC__mnbke-21-30037__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Worldwide Distributors Business Debt $2,351,125 PO Box 88607 Seattle, WA 98138 Steve Apple Tel: 253-872-7603 Email: stevea@wdi-wdi.com 2. Under Armour Business Debt $824,560 Customer Service 1020 Hull Street Baltimore, MD 21230 Mike Wicks Tel: 410-454-6428 Email: mike-wicks@msn.com 3. MWI Veterinary Business Debt $734,631 Supply, Inc. 14659 Collections Center Drive Chicago, IL 60693 Brad Mawby Tel: 507-995-2760 Email: ERasmussen@ivesco.net 4. Cam 2 International Business Debt $621,297 PO Box 249 Hammond, LA 70404 Jake Wilson Tel: 985-474-1520 Email: nationalorders@smittysinc.net 5. True Media, LLC Business Debt $569,797 500 Business Loop 70 West Columbia, MO 65203 Emily Almich Tel: 573-443-8783 Email: ealmich@truemediaservices.com 6. Orgill Distributing Business Debt $545,451 PO Box 1000 Dept 7 Memphis, TN 38148 Chuck Procarione Tel: 800-347-2860 Email: cprocarione@orgillsales.com 7. Business Impact Group Business Debt $491,447 2411 Galpin Court Suite 120 Chanhassen, MN 55317 Brandon Geeham Tel: 952-278-7800 Email: info@impactgroup.us 8. Bill Hicks Company Business Debt $375,445 15155 23rd Ave North Plymouth, MN 55447 Tim Kraus Tel: 952-674-2347 Email: tim.kraus@billhicksco.com 9. Valassis Business Debt $371,604 90469 Collection Center Drive Chicago, IL 60693 Emily Reece Tel: 773-896-6950 Email: ReeceE@valassis.com 10. Health Care Business Debt $370,746 Service Corporation Blue Cross Blue Shield of IL Dept 1134 PO Box 121134 Dallas, TX 75312 Remy Juarez Tel: 303-414-6195 Email: Remy.Juarez@lockton.com 11. Needleart World Business Debt $346,631 (Diamond Dotz) 4748 Lewis Road Stone Mountain, GA 30083 Teri Mountain Tel: 770-493-9102 Email: Teri@Ketzassociates.com 12. Ariat International Business Debt $316,215 PO Box 201282 Dallas, TX 75320 H.J. Hoppmann Tel: 952-564-0143 Email: hj.hoppmann@ariat.com 13. Feradyne Outdoors Business Debt $294,527 Attn: Josh Jacobsen 101 Main Street Superior, WI 54880 Josh Jacobson Tel: 715-395-9955 Email: jjj1167@gmail.com 14. American Distribution & Business Debt $286,205 Manufacturing Co BIN #130129 PO Box 9201 Minneapolis, MN 55480 Hope Eaton Tel: 651-451-1349 Email: heaton@admcmn.com 15. Innovative Office Business Debt $261,751 Solutions, LLC PO Box 860627 Minneapolis, MN 55486 Max Smith Tel: 952-808-9900 Email: MSmith@innovativeos.com 16. First Insurance Funding Business Debt $260,175 450 Skokie Blvd, Suite 1000 Northbrook, IL 60062 John Reichmeier Tel: 800-837-3707 Email: John.Reichmeier@lockton.com 17. Compass Mineral America Business Debt $259,381 Attn: Adam King PO Box 277043 Atlanta, GA 30384 Adam King Tel: 317-649-1767 Email: kinga@compassminerals.com 18. The KL Companies, Inc. Business Debt $259,378 1790 Sun Dolphin Rd Muskegon, MI 49444 Nate Dehaan Tel: 231-739-4502 Email: nated@kloutdoor.com 19. X-Stand Treestands Business Debt $247,704 21673 Cedar Avenue S Lakeville, MN 55044 Katrina Trcka Tel: 540-877-2769 Email: katrina@outdoor 20. Intex Development Co. Ltd Business Debt $244,341 9/F Everbright Centre 108 Gloucester Rd, Wanchai, Hong Kong Michael Leddy Tel: 310-621-1609 Email: michael@ribbitsm.com TERRESTRIAL DEVELOPMENT: Case Summary & 3 Unsecured Creditors ------------------------------------------------------------- Debtor: Terrestrial Development, LLC 16861 Sheldon Road Los Gatos, CA 95030 Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-50031 Debtor's Counsel: E. Vincent Wood, Esq. THE LAW OFFICES OF E. VINCENT WOOD 1501 N. Broadway, Suite 261 Walnut Creek, CA 94596 Tel: (925) 278-6680 Fax: (925) 955-1655 E-mail: vince@woodbk.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph Wolff, managing member. A copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/IZ63K2Q/Terrestrial_Development_LLC__canbke-21-50031__0001.0.pdf?mcid=tGE4TAMA TRUCK HOLDINGS: S&P Affirms 'B-' ICR Following Leveraged Buyout --------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on U.S.-based truck accessories manufacturer and retailer Truck Holdings Inc. (THI; d/b/a Truck Hero Inc., the borrower) following the company's disclosure of its plans to issue new debt related to its leveraged buyout by financial sponsor L Catterton. The outlook remains stable. S&P said, "The affirmation reflects our view of steady free operating cash flow prospects despite higher debt leverage post transaction." The rating agency is also assigning its 'B-' issue-level ratings to the company's parent Truck Hero Holdings Inc. It will subsequently withdraw ratings on this subsidiary and maintain ratings at Truck Hero Holdings, Inc. At the same time, S&P is assigning a 'B-' issue-level rating ('3' recovery rating) to the company's proposed $1,550 million senior secured first-lien term loan and assigning a 'CCC' issue-level rating ('6' recovery rating) to the company's proposed $550 million senior unsecured notes. The transaction also includes an undrawn $200 million asset-backed revolver (unrated). THI has steady free operating cash flow prospects despite higher debt leverage post transaction. Despite its high debt burden, with debt to EBITDA of around 7.5x, almost a turn higher than prior forecasts, Truck Hero's strong EBITDA margins, flexible cost structure, and somewhat low capital expenditure requirements should enable positive cash flow generation to sufficiently cover fixed charges. THI quickly adjusted its cost structure to weak demand in April 2020, and with lower aluminum costs in 2020, the company's margins improved year-over-year. S&P expects this to be sustained in 2021 and 2022. Free cash flow is likely to be positive because of improved margins, faster cash collection cycles from e-commerce sales, and lower capital expenditures. The company's performance was under pressure in 2019 and early 2020 as it reported lower margins in some divisions because of higher aluminum prices, increased freight costs, and cost inefficiencies from moving a major manufacturing facility from California to centers in Michigan and Missouri. In response to margin pressures, the company raised some prices and hired additional labor at its Missouri distribution center. While margins have shown an uptick in recent quarters, S&P thinks any further dent to the economy will hurt consumer confidence, and high freight rates coupled with potentially rising raw material costs represent a downside risk to the rating agency's base case. Sales in recent months exceeded S&P's prior expectations and it now expects steady demand in 2021 and 2022. Despite the ongoing U.S. recession stemming from the coronavirus pandemic, discretionary demand for products at a few aftermarket suppliers, including THI, appears to buck the trend as consumers look to upgrade their trucks. THI sells many products directly through warehouse distributors and online channels to install at home and the company reported stronger order rates in recent months, especially through its e-commerce channels. S&P said, "We believe there is still some risk that demand could be the result of a pull-forward from subsequent quarters and the effect of stimulus payments to consumers, and that some consumers may avoid making nonessential upgrades to their vehicles if there is more fallout in the economy next year. This could partially negate the overall advantage of the company's go-to-market strategy and potential cross-selling opportunities from its Lund International Holding Co. acquisition last year. Roughly 12.5% of sales is tied to new truck production, though that is supplied to automaker dealer networks and is not an inline install at the OEM plants. Despite some recovery in 2021 and 2022, we do not expect U.S. light-vehicle sales to approach a more normal level of 16 million units before 2022 and this will partially limit THI's sales growth as well." Financial policy under new sponsor and potential debt-financed acquisition-related risks represent downside risks. S&P said, "With significant increase in debt levels following the planned LBO by L. Catterton and incremental debt issuance related to acquisitions last year, we expect debt to EBITDA to remain around 7.5x in the next couple of years. Although we expect the company will achieve synergies and increase margins--particularly with selling, general, and administrative costs--it will take a couple of years to realize them and the likelihood of further acquisitions to expand product offerings will preclude substantial debt reduction in 2021-2022. CCMP Capital, among other shareholders, and Truck Hero's founding CEO Bill Reminder who has led strong operations in recent quarters, will remain meaningful investors in the company and we do not expect financial policy under the new financial sponsor to result in leverage exceeding 7.5x on a sustained basis. Increased appetite for use of excess cash for acquisitions or dividends prior to leverage reduction below 7.0x will represent a risk to our base case." The rating agency believes there remains a high degree of uncertainty about the evolution of the coronavirus pandemic. Although the early approval of a number of vaccines is a positive development, countries' approval of vaccines is merely the first step toward a return to social and economic normality; equally critical is the widespread availability of effective immunization, which could come by mid-year 2021." S&P said, "We use this assumption in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly." "The stable outlook on THI reflects our view that stronger-than-expected demand for its products should support positive free flow in 2021. We expect the company will maintain its market share in its product lines, while using acquisitions to expand new product areas in 2021." "We could raise the rating on THI if the company reduces debt to EBITDA below 6.5x while sustaining free operating cash flow (FOCF) to debt of around 5%. This could be due to stronger margins from cost reduction, greater synergy realization from past acquisitions, and reduced working capital needs due to a faster cash collection cycle. For an upgrade, we would also expect the company to maintain financial policies that support such metrics." "Though unlikely over the next 12 months, we could lower our ratings on THI if EBITDA margins fall another 20%, causing negative FOCF for multiple quarters, thereby draining liquidity. This could occur if demand for the company's products is weaker than expected due to a deteriorating economic environment, a sharp increase in gas prices that dampens the growth of discretionary purchases, greater competition, higher-than-expected integration costs, or rising commodity prices." UPLAND POINT: Seeks Confirmation of Amended Plan ------------------------------------------------ Upland Point Corporation is slated to seek confirmation of its Amended Plan of Reorganization on Jan. 13, 2021. Upland Point's counsel said in a Jan. 8 filing that other than the objections filed by the U.S. Trustee's Office, and the Internal Revenue Service, no other written objections to the Plan have been filed. Michelle A. Angell, the Debtor's counsel, adds that the Amended Plan has been consented to by its creditors. The tabulation of ballots indicates that 5 of the 8 classes of claims have accepted the Amended Plan. Upland Point filed the Amended Plan on Jan. 6, 2021, to further fine-tune its Chapter 11 Plan filed Dec. 30, 2020. A full-text copy of the Amended Plan of Reorganization dated Jan. 6, 2021, is available at https://bit.ly/2LuvnUR from PacerMonitor.com at no charge. Class 7 non-priority unsecured claims will be paid pro rata from net disposable income, if any, calculated after secured and priority claims have been paid. The final payment to allowed unsecured non-priority claims is expected to be paid no less than 3 years from the effective date of the Plan. Unsecured non-priority claims total $268,279. Attorneys for Upland Point Corporation: Michelle A. Angell Kristin J. Sederholm 2901 West Beltline Highway, # 301 Madison, WI 53713 Tel: 608-258-8555 Fax: 608-258-8299 E-mail: mangell@ks-lawfirm.com About Upland Point Corporation Upland Point Corporation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 20-12186) on Aug. 21, 2020, estimating under $1 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Michelle A. Angell, Esq., at Krekeler Strother, S.C. represents the Debtor as legal counsel. VALARIS PLC: Keeps Exclusive Control of Bankruptcy Case ------------------------------------------------------- Allison McNeely of Bloomberg News reports that Valaris PLC retained exclusive control of its bankruptcy process to allow it to continue soliciting votes for its bankruptcy plan, overcoming an objection from bank lenders. The offshore oil and gas firm's exclusivity was extended until a week after the court rules to deny confirmation of its bankruptcy plan, or Feb. 26, 2021 whichever is later, Judge Marvin Isgur said in a hearing Monday, January 11, 2021. A confirmation hearing is scheduled for Feb. 11, 2021 at 1:30 p.m. Central time. Valaris had sought an 120-day extension into April, which bank lenders said was too long. 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. On the Web: http://www.valaris.com/ On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors had total assets of $13,038,900,000 and total liabilities of $7,853,500,000 as of June 30, 2020. The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as their bankruptcy counsel, Lazard as investment banker, and Alvarez & Marsal North America LLC as their restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP serve as legal advisors to the consenting noteholders while Houlihan Lokey Inc. serves as their financial advisor. VIANT MEDICAL: S&P Alters Outlook to Stable, Affirms 'CCC+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Viant Medical Holdings Inc. to stable from negative and affirmed its 'CCC+' long-term issuer credit rating and 'CCC+' and 'CCC-' issue-level ratings on the company's first- and second-lien debt, respectively. The stable outlook reflects S&P's view that the company's current liquidity will be sufficient to cover its needs over the next 12 months. The outlook also incorporates its expectation that Viant's revenue will improve in 2021. The outlook revision reflects the improvement in Viant's liquidity stemming primarily from material working capital inflows. Despite the weakness in the company's revenue in the second and third quarters of 2020 due to the COVID-19 pandemic, it generated positive free cash flow of about $32 million. Most of this cash flow stems from the significant working capital inflows and, specifically, from the accelerated collection of account receivables and the reduction in inventory levels, which were supplemented by tight cost management. This enabled the company to increase its cash balance and revolver availability by a total of $28 million as of the end of the third quarter relative to the low point as of the end of the first quarter. S&P believes this additional liquidity will allow Viant to meet its liquidity needs over the coming 12 months and estimate that the risk of its liquidity becoming constrained has lessened. S&P said, "We project a gradual improvement in the company's operating results over the coming quarters. We believe that medical procedure volumes will continue to improve over the next few quarters and expect its customers to gradually return to more normalized ordering patterns. In our base-case forecast, we assume that the company's sales return to pre-COVID levels in 2021. In addition, given its progress in containing its costs, we expect the company's adjusted EBITDA margins to improve modestly to about 11% while its leverage decreases to about 8.5x in 2021." "Viant's fixed charges and working capital needs are high and it will need to achieve further cost synergies to generate positive free cash flow on a sustained basis. We estimate that the company has annual fixed charges (including interest payments, cash taxes, and capital expenditure) of about $90 million. In addition, as Viant returns to revenue growth in 2021, we believe it will face some risk stemming from increasing working capital needs because its current account receivables and inventory levels are historically low. We expect this will likely lead to a modest free cash flow deficit in 2021. We believe that the company's capital structure may be unsustainable over the long term without a material improvement in its operating margins." "The stable outlook on Viant reflects our view that its current liquidity is sufficient to cover its needs over the next 12 months. The outlook also incorporates our expectation that its revenue will continue to improve in 2021." "We could lower our rating on Viant if its liquidity becomes constrained. We believe this could occur either due to a higher-than-expected level of cash flow deficits or a deterioration in its operating performance that tightens its covenant cushion and limits its access to its revolver." "We could upgrade Viant if it improves its operating margins and we gain confidence that it can consistently generate at least modest positive free cash flows." VINE OIL: Moody's Hikes CFR to Caa1 & Alters Outlook to Stable -------------------------------------------------------------- Moody's Investors Service upgraded Vine Oil & Gas, LP's Corporate Family Rating to Caa1 from Caa3, Probability of Default Rating to Caa1-PD from Caa3-PD, and the senior unsecured notes rating to Caa2 from Ca. The rating outlook was changed to stable from negative. On Dec 30, 2020, Vine announced the extension of its reserves-based lending credit facility's maturity to January 2023 and an amendment to reduce the facility size to $300 million from $350 million. Furthermore, the facility's size will be reduced to $100 million in step phases by January 2023. At the end of first quarter 2022, the facility size will be $240 million. Vine's RBL facility is a fixed borrowing base in lieu of semi-annual borrowing base redeterminations. The company also retired its $150 million superpriority loan by entering into a new 2nd lien term loan of $150 million maturing in December 2025. The company's previous $280 million 2nd lien revolving credit facility was subordinated to a 3rd lien, upsized to $330 million and the maturity date extended to March 2023. The company's current capital structure consists of $300 million of senior secured 1st lien RBL facility ($240 million drawn as of September 30, 2020), $150 million of 2nd lien term loan (fully drawn), $330 million of 3rd lien credit facility (fully undrawn as of September 30, 2020) and $910 million of senior unsecured notes due in April 2023. "Vine's cash flow outlook has improved significantly as the company reinforced its commodity hedge book taking advantage of improved natural gas fundamentals, positioning the company for debt reduction as cash flow certainty is enhanced. The prospect of debt reduction through free cash flow and modest improvement in cash margins through cost structure optimization contribute to Vine's ratings upgrade and stable outlook" commented Sreedhar Kona, Moody's senior analyst. Upgrades: Issuer: Vine Oil & Gas, LP Probability of Default Rating, Upgraded to Caa1-PD from Caa3-PD Corporate Family Rating, Upgraded to Caa1 from Caa3 Senior Unsecured Notes, Upgraded to Caa2 (LGD5) from Ca (LGD5) Outlook Actions: Issuer: Vine Oil & Gas, LP Outlook, Changed To Stable From Negative RATINGS RATIONALE Vine's CFR upgrade to Caa1 reflects Moody's view of Vine's improved cash flow outlook in light of its strong hedge book and the prospect of free cash flow generation and debt reduction. The RBL amendment and refinancing of the superpriority loan into a second lien facility have not only somewhat simplified the capital structure, but have also mandated provisions for the company to reduce debt by paying off RBL balance while the RBL commitment size progressively declines in scheduled step phases. Improved natural gas fundamentals will position Vine to continue to hedge a significant portion of its production on a rolling basis, contributing to the cash flow stability. Vine's Caa1 CFR reflects its relatively low but improving production level and proved developed reserves scale. Vine's credit profile is constrained by its high financial leverage as measured by its debt to proved developed reserves ratio, which at the end of fourth quarter 2019 was close to $20 per boe. Vine's cash flow metrics will improve mostly supported by its strong hedge book that provides substantial certainty of cash flow through 2021 and beyond. Vine also benefits from its productive acreage in the Haynesville/ Mid-Bossier formations and its low finding and development costs contributing to solid capital efficiency. Vine's access to public debt capital markets continues to be strained posing some refinancing risk for its unsecured notes maturing in 2023. Additionally, Vine's ratings are also constrained by the possibility of utilizing its 3rd lien credit facility for open market purchases of the notes at a significant discount to the par value. Governance risks considered include Vine's private ownership and financial strategy geared towards delivering equity returns. Given Vine's highly levered balance sheet and required capital spending, the possibility of cash distributions to equity-holders is restricted, although Moody's views the potential for a distressed exchange exists. Vine's senior unsecured notes are rated Caa2, one notch below the CFR, reflecting the notes' subordination to Vine's amended senior secured RBL facility, the new $150 million second lien term loan and $330 million third lien credit facility, all of which benefit from a priority lien on the collateral. Vine's liquidity is adequate reflecting its cash flow support from strong hedges, high reliance on its revolver and ability to maintain covenant compliance. As of September 30, 2020, Vine had a cash balance of $41 million and $110 million availability under its $350 million RBL revolving credit facility. However, pro forma for the RBL facility amendment on December 30, 2020, the facility's size is reduced to $300 million and hence reducing the availability to $60 million under the revolver. Over 90% of Vine's expected production for 2021 is hedged at above $2.50 per Mcf of Henry Hub natural gas price. Vine's hedge book extends well beyond 2021 and goes into 2024. Moody's expects Vine to use its operating cash flow to meet its cash needs including capital spending through 2021. Maintenance financial covenants include a 4x consolidated total net leverage ratio (stepping down to 3.5x beginning with quarter ending at June 30, 2021), last twelve months leveraged free cash flow of at least $0 and minimum liquidity of $40 million. Moody's expects the company to maintain compliance under its covenants. All of the company's assets are pledged as collateral under the 1st, 2nd and 3rd lien facilities. The stable rating outlook reflects Moody's view that the company will generate significant free cash flow aided by its strong commodity hedge book and will apply the cash flow towards debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Vine's ratings could be downgraded if the company's refinancing risk remains high or if the liquidity weakens. The ratings could also be downgraded if Moody's expects lower recovery prospects for Vine's debt holders. Vine's ratings are unlikely to be upgraded in the near-term. The ratings could be upgraded if the company refinances its unsecured notes and mitigates its refinancing risk, while sustaining its retained cash flow to debt ratio above 20% and maintaining adequate liquidity. The company's must also maintain sustainable capital structure. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Headquartered in Plano, Texas, Vine Oil & Gas LP is a natural gas-focused private independent exploration and production company formed in 2014, in partnership with its private equity sponsor, The Blackstone Group L.P. (Blackstone). WARDMAN HOTEL: Case Summary & 4 Unsecured Creditors --------------------------------------------------- Debtor: Wardman Hotel Owner, L.L.C. f/d/b/a Wardman Hotel, L.L.C. 2660 Woodley Road, NW Washington, DC 20008 Business Description: Wardman Hotel Owner, L.L.C. is engaged in activities related to real estate. Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court District of Delaware Case No.: 21-10023 Judge: Hon. John T. Dorsey Debtor's Counsel: Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street 17th Floor Wilmington, DE 19801 Tel: 302-652-4100 E-mail: ljones@pszjlaw.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by James D. Decker, manager. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EWKFO7I/Wardman_Hotel_Owner_LLC__debke-21-10023__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Marriott Hotel Service, Inc. Trade Debt Unknown 10400 Fernwood Road Bethesda, Maryland 20817 Attn: Law Department 52/923 -- Hotel Operations Fax: (301) 380-1074 2. Wardman Tower, L.L.C. Cost Sharing Unknown c/o JBG Companies Agreement 4445 Williard Avenue Suite 400 Chevy Chase, MD 20815 Attn: Kenneth F. Finkelstein Tel: (240) 333-3600 Email: media@jbgsmith.com 3. Office of Tax and Revenue Tax Claims Unknown 1101 4th Street, SW, Suite 270 West, Washington, DC 20024 Attn: Jeffrey S. DeWitt Tel: (202) 727-4829 Fax: (202) 442-6890 4. Unite Here Int'l Union Benefit Claims Unknown Local 25 901 K. Street, N.W. 2nd Floor Washington, D.C. 20001 Attn: John A. Boardman Tel: 202-737-2225 Fax: 202-393-3741 WEINSTEIN CO: Court Okays $6 Million Film License Settlement ------------------------------------------------------------ Law360 reports that a Delaware bankruptcy judge Friday, Jan. 8, 2021, approved a $6 million deal between bankrupt film studio The Weinstein Co., the company holding the rights to its movie library and Viacom to resolve disputes over the licensing of nearly 200 films. U.S. Bankruptcy Judge Mary Walrath approved a global settlement that will allow Portfolio Funding Co. to stake a $5 million claim against TWC in the Chapter 11 to resolve breach-of-contract claims and receive $1 million from Viacom to resolve disputes over the licensing of a pair of Stephen King adaptations. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The Office of the U.S. Trustee for Region 3 appointed an official committee of unsecured creditors on March 28, 2018. The Committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. WHITE STALLION: Committee Hires Cooley LLP as Lead Counsel ---------------------------------------------------------- The official committee of unsecured creditors of White Stallion Energy, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to retain Cooley LLP as its lead bankruptcy counsel. The firm's services will include: (a) Reviewing financial and operational information furnished by the Debtors to the committee; (b) Attending the meetings of the committee; (c) Analyzing and negotiating the Debtors' budget and the terms and use of the debtor-in-possession financing; (d) Assisting the committee in negotiations on the Debtors' proposed Chapter 11 plan or exit strategy; (e) Confering with the Debtors' management, counsel, financial advisor and other retained professionals; (f) Conferring with the principals, counsel and advisors of the Debtors' lenders and equityholders; (g) Reviewing the Debtors' schedules, statements of financial affairs and business plan; (j) Investigating and analyzing the Debtors' pre-bankruptcy conduct, transactions and transfers; (k) Providing the committee with legal advice in relation to the Debtors' Chapter 11 cases; (l) Preparing various pleadings; (m) Representing the committee in all court proceedings; and (n) Other necessary legal services. The customary hourly rates of the Cooley professionals are: Standard Rate Discounted Rate Cullen Speckhart, Partner $1,060 $954 Robert Eisenbach III, Of Counsel $1,270 $1,143 Michael Klein, Special Counsel $1,015 $913.50 Olya Antle, Associate $800 $720 Jared Kasner, Associate $710 $639 Mollie Canby, Paralegal $300 $270 Cullen Speckhart, Esq., a partner at Cooley, disclosed in court filings that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Ms. Speckhart also disclosed that: -- Cooley agreed to a voluntary 10 percent discount on its fees; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- the firm has not represented the committee in the 12 months prepetition; and -- the committee professionals' budget for the period from Dec. 13, 2020 through February 12, 2021 is presently pending negotiations related to the use of cash collateral. Cooley can be reached through: Cullen D. Speckhart, Esq. Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004-2400 Telephone: (202) 842-7800 Facsimile: (202) 842-7899 Email: cspeckhart@cooley.com About White Stallion Energy White Stallion Energy, LLC was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WHITE STALLION: Committee Hires Province LLC as Financial Advisor ----------------------------------------------------------------- The official committee of unsecured creditors of White Stallion Energy, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to retain Province, LLC as its financial advisor. The firm's services will include: a. reviewing financial and operational information furnished by the Debtors; b. monitoring the sale process, reviewing bidding procedure, interfacing with the Debtors' professionals, and advising the committee regarding the process; d. scrutinizing the economic terms of various agreements; e. analyzing the Debtors' proposed business plans and developing alternative scenarios, if necessary; f. assessing the Debtors' various pleadings and proposed treatment of unsecured creditor claims therefrom; g. preparing, or reviewing as applicable, avoidance action and claim analyses; h. assisting the committee in reviewing the Debtors' financial reports; i. advising the committee on the current state of the Debtors' Chapter 11 cases; j. advising the committee in negotiations with the Debtors and third parties as necessary; k. participating as a witness in court hearings; and l. other activities approved by the committee and agreed to by Province. The firm's standard hourly rates are: Principal $880 - $975 Managing Director $670 - $790 Senior Director $600 - $670 Director $550 - $600 Vice President $510 - $550 Senior Associate $430 - $510 Associate $360 - $430 Analyst $240 - $360 Paraprofessionals $185 The firm will also be reimbursed for out-of-pocket expenses incurred. Sanjuro Kietlinski, managing director at Province, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Sanjuro Kietlinski Province, LLC 2360 Corporate Circle, Suite 330 Henderson, NV 89074 Phone: +1 (702) 685-5555 Email: skietlinski@provincefirm.com About White Stallion Energy White Stallion Energy, LLC was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WHITE STALLION: Committee Hires Robinson & Cole as Del. Counsel --------------------------------------------------------------- The official committee of unsecured creditors of White Stallion Energy, LLC, and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Robinson & Cole LLP as its Delaware counsel. The firm's services will include: (a) advising the committee with respect to its powers and duties under the Bankruptcy Code, the Bankruptcy Rules and the Local Rules; (b) assisting the committee in evaluating the Debtors' proposed 363(b) sale process; (c) assisting the committee in evaluating the Debtors' proposed use of cash collateral and debtor-in-possession financing; (d) assisting the committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of the Debtors' Chapter 11 cases; (e) assisting the committee in its examination and analysis of the conduct of the Debtors' affairs; (f) advising the committee with regard to evaluation of the Debtors' assets and liabilities and with regard to any causes of action belonging to the Debtors' estates; (g) assisting the committee in analyzing and investigating the acts, conduct, assets, liabilities, corporate structure, and financial conditions of the Debtors; (h) reviewing and analyzing legal documents filed and to be filed by interested parties in the Debtors' cases; (i) assisting the committee in preparing legal papers in support of positions taken by the committee; (j) representing the committee at hearings to be held before the bankruptcy court, any appellate courts and the U.S. Trustee, and communicating with the committee regarding the matters heard and the issues raised as well as the decisions and considerations of the bankruptcy court; (k) conferring with the professionals retained by the Debtors, any other appointed estate fiduciaries and other parties-in-interest; (l) coordinating the receipt and dissemination of information prepared by and received from the Debtors' professionals or other parties-in-interest; (m) participating in examinations of the Debtors and other witnesses; (n) negotiating and formulating a plan of reorganization; and (o) assisting the committee generally in performing such other services as may be required for the discharge of its duties. The firm's hourly rates are: 2020 2021 Partners $430 to $960 $600 to $1,150 Counsel $360 to $610 $410 to $725 Associates $350 to $570 $350 to $475 Law Clerks $350 $350 Paralegals/Analysts $190 to $380 $200 to $385 The primary attorneys who will represent the committee and their hourly rates are: Davis Lee Wright $730 Katherine M. Fix $570 James F. Lathrop $475 Ryan Messina $350 Natalie Ramsey, Esq., at Robinson & Cole LLP, will be available to advise the committee if requested. The hourly rate charged by the attorney is $960. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Davis Lee Wright, Esq., at Robinson & Cole, disclosed that: -- Robinson & Cole is providing a 10 percent discount to rates due to the specific facts of the cases; -- no professional at Robinson & Cole has varied his rate based on the geographic location of the Debtors' bankruptcy cases; -- the firm has not represented the committee in the 12 months prepetition; and -- Robinson & Cole is developing a budget and staffing plan that will be presented for approval by the committee. Robinson & Cole can be reached through: Davis Lee Wright, Esq. Robinson & Cole LLP 1000 N. West Street, Suite 1200 Wilmington, DE 19801 Tel: (302) 295-4800 Fax: (302) 351-8618 Email: dwright@rc.com About White Stallion Energy White Stallion Energy, LLC was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WHITE STALLION: Hires Prime Clerk as Administrative Advisor ----------------------------------------------------------- White Stallion Energy, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as their administrative advisor. White Stallion requires Prime Clerk to: a. assist in the solicitation, balloting and tabulation of votes, prepare reports in support of confirmation of a Chapter 11 plan, and process requests for documents in connection with such services; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist in the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs, and gather data in conjunction therewith; d. provide a confidential data room, if requested; and e. manage and coordinate any distributions pursuant to a Chapter 11 plan. Prime Clerk will be paid at these rates: Director of Solicitation $215 per hour Solicitation Consultant $195 per hour COO and Executive VP No charge Director $175 - $195 per hour Consultant/Senior Consultant $70 - $170 per hour Technology Consultant $35 - $95 per hour Analyst $35 - $55 per hour Prime Clerk will be paid a retainer of $25,000. The firm will also be reimbursed for out-of-pocket expenses incurred. Benjamin Steele, vice president of Prime Clerk, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele Prime Clerk LLC 830 3rd Avenue, 9th Floor New York, NY10022 Tel: (212) 257-5450 Email: bsteele@primeclerk.com About White Stallion Energy White Stallion Energy, LLC was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WHITE STALLION: Hires Young Conaway as Bankruptcy Co-Counsel ------------------------------------------------------------ White Stallion Energy, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP. Young Conaway will serve as co-counsel with Paul Hastings LLP, the other firm handling the Debtors' Chapter 11 cases. The firm's standard hourly rates are: 2020 Rate 2021 Rate M. Blake Cleary $940 $990 Jaime Luton Chapman $675 $725 S. Alexander Faris $435 $485 Malak S. Doss $375 $425 Debbie Laskin (paralegal) $305 $320 The Debtors will reimburse the firm for work-related expenses. On Nov. 30, 2020, Young Conaway received a retainer in the amount of $26,318 in connection with the planning and preparation of initial documents and the firm's proposed post-petition representation of the Debtors, and $33,022 as advance payment for Chapter 11 filing fees. Young Conaway is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to a court filing. Consistent with the U.S. Trustee's Appendix B—Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, M. Blake Cleary, Esq., at Young Conaway, disclosed that: (a) Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement. (b) None of the firm's professionals included in this engagement have varied their rate based on the geographic location of the cases. (c) Young Conaway was retained by the Debtors pursuant to an engagement agreement dated Nov. 25, 2020. The billing rates and material terms of the pre-bankruptcy engagement are the same as the rates and terms proposed by the firm. (d) The Debtors have approved or will be approving a prospective budget and staffing plan for Young Conaway's engagement for the post-petition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. Young Conaway can be reached at: M. Blake Cleary, Esq. Young Conaway Stargatt & Taylor, LLP Rodney Square, 1000 North King Street Wilmington, DE 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 Email: mbcleary@ycst.com About White Stallion Energy White Stallion Energy, LLC was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WHITE STALLION: Seeks to Hire FTI as Restructuring Advisor ---------------------------------------------------------- White Stallion Energy, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ FTI Consulting, Inc. to provide them with interim management and restructuring services in connection with their Chapter 11 cases. The Debtors also seek approval to designate David Beckman and Alan Boyko, senior managing directors at FTI, as their chief operating officer and chief financial officer, respectively. FTI's services will include: -- assisting the Debtors in the design and implementation of a restructuring strategy designed to maximize enterprise value, taking into account the unique interests of all constituencies; -- working with the Debtors and their advisors to negotiate and implement restructuring initiatives and evaluate strategic alternatives; -- assisting the Debtors in negotiations with various stakeholders, including customers and lenders, and in the development of their revised business plan in connection with negotiations; -- assisting the Debtors in developing their rolling 7-week cash forecasting tool designed to provide on-time information related to the Debtors' liquidity; -- assisting the Debtors in developing a cash flow actual to forecast weekly variance reporting mechanism including written explanations of key differences; and -- assisting the Debtors with case administration and compliance with applicable Chapter 11 reporting requirements. FTI's compensation is comprised of a monthly, non-refundable advisory fee of $150,000 for the services of Mr. Beckman and hourly fees for the services of Mr. Boyko and other FTI personnel. The firm's standard hourly rates are: Senior Managing Directors $920 to $1,295 Directors/Senior Directors/ Managing Directors $605 to $905 Consultants/Senior Consultants $370 to $660 Administrative/Paraprofessionals $150 to $280 FTI is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: David Beckman FTI Consulting 999 17111 Street, Suite 700 Denver, CO 80202 Phone: (303) 689-8878 Fax: (303) 689-8803 Email: dave.beckman@fticonsulting.com About White Stallion Energy White Stallion Energy, LLC was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WILDFIRE INC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Wildfire Inc. 2908 Oregon Ct, Suite G1-G2 Torrance, CA 90503 Business Description: Wildfire Inc. -- https://wildfirelighting.com -- has focused on creating innovative products designed to produce audience-captivating black light visual effects. The list of Wildfire credits includes films, television shows, commercials, live shows, music tours, themed retail environments, activity venues, museum attractions, and amusement park rides. Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10161 Judge: Hon. Sandra R. Klein Debtor's Counsel: Kevin Ronk, Esq. PORTILLO RONK LEGAL TEAM 5716 Corsa Ave 207 Westlake Village, CA 91362 Tel: (805) 259-1412 Fax: (805) 830-1717 E-mail: kevin@portilloronk.com Total Assets: $1,166,843 Total Liabilities: $738,105 The petition was signed by John Berardi, chief executive officer. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2UM2EJY/Wildfire_Inc__cacbke-21-10161__0001.0.pdf?mcid=tGE4TAMA WILSON ORGANIC: Bartley Buying Reidsville Property for $125K ------------------------------------------------------------ Wilson Organic Farm Services, Inc., asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of the property located at 2607 Urban Loop Road, in Reidsville, North Carolina, to Margorie M. Bartley for $125,000. The Objection Deadline is Jan. 24, 2021. The Debtor as of the commencement of the case, was the co-owner of the Real Property. The Real Property is subject to the following outstanding liens: CTP Funding, LLC, doing business as Capstone Finance, has a recorded Deed of Trust and filed Proof of Claim #5 in the amount of $111,441. The Debtor believes that a liquidation of the Property may be in the best interest of the Estate, as a sale may allow it complete its Chapter 11 plan of reorganization allowing the estate to receive a maximum return for its creditors. It believes that a proposed sale would provide a fair and reasonable means of obtaining the greatest return on the Property. The Debtor asks that the sale of the Property be made free and clear of any and all liens, encumbrances, claims, rights and other interests. It will pay the outstanding taxes to Rockingham County Tax Collector from the proceeds of the sale. The Debtor has entered into an Offer to Purchase and Contract whereby it has agreed to sell the Real Property to the Buyer for a total purchase price of $125,000. It has no relationship with the Buyer. Pursuant to the terms of the sale and Exclusive Right Sell Listing Agreement entered into with Allen Tate Real Estate, LLC, the estate is obligated to pay real estate commission to Allen Tate Real Estate, LLC equal to 6% of the $125,000, the gross sales price of the Real Property. The proceeds of sale of any over-encumbered property will be subject to the payment of the reasonable, necessary costs and expenses of preserving, or disposing of, such property, to the extent of any benefit to the holder of an allowed secured claim as provided for by Section 506(c), including commissions paid to the broker, the fees and expenses of the Debtor's bankruptcy counsel, to be approved by the Court. The remaining balance from the sales proceeds, if any, will be paid into the bankruptcy estate for distribution pursuant to the Debtor's Chapter 11 plan of reorganization. The distribution of the proceeds of sale of any encumbered or under-encumbered property will be subject to payment of all reasonable administrative costs of the proceeding. If any creditor claiming a lien, encumbrance, right or interest on, in or against the Property, or against a buyer of the Property, does not object within the time allowed, it should be deemed to have consented to sale of the Property free and clear of its liens, claims, encumbrances, rights, and interests. A copy of the Contract is available at https://tinyurl.com/yydkzvmr from PacerMonitor.com free of charge. About Wilson Organic Farm Services Wilson Organic Farm Services, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-01190) on March 18, 2020. At the time of the filing, Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Joseph N. Callaway oversees the case. Debtor is represented by The Lewis Law Firm, P.A. WPX ENERGY: Moody's Reviews Ba3 CFR for Upgrade on Devon Merger --------------------------------------------------------------- Moody's Investors Service said WPX Energy Inc.'s ratings continue to be on review for upgrade following the announcement by Devon Energy Corporation (Devon, Ba1 stable) that it closed the merger with WPX on January 7th in an all stock deal. Devon has not taken an action or disclosed its specific plans with regards to WPX's senior notes outstanding following the merger ($3.3 billion as of September 30, 2020). Moody's expects to resolve its review of WPX's ratings once Devon's intentions are known. Upon closing of the transaction, WPX became a direct, wholly owned subsidiary of Devon. WPX's senior unsecured committed credit facility, which had no outstanding borrowings and $13 million of letters of credit as of September 30, 2020, was terminated. This is consistent with the merger agreement terms that required WPX to terminate the agreement prior to the closing of the merger. WPX's ratings, including its Ba3 Corporate Family Rating, were placed on review for upgrade based on the potential ownership by Devon, which has a stronger credit profile. If WPX's notes remain outstanding and are guaranteed by Devon then the ratings on the notes would be upgraded to Devon's rating level. If WPX remains an unguaranteed subsidiary of Devon and continues to provide separate audited financial statements going forward, then its ratings would likely be upgraded based on anticipated parental support. However, the ratings upgrade would be limited to the Ba category unless there are significant changes to WPX's stand-alone credit profile. If WPX remains an unguaranteed subsidiary and no audited financial statements are provided or the notes are refinanced then the ratings will be withdrawn. WPX Energy, Inc., headquartered in Tulsa, Oklahoma, is an independent exploration and production company. ZAYAT STABLES: Owner Asks Court to Toss Loan Fraud Lawsuit ---------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Ahmed Zayat, the owner of Triple-Crown winner American Pharoah and Zhayat Stables LLC, urged a bankruptcy judge to dismiss or pare down a $24 million fraud lawsuit that two lenders filed against him. MGG Specialty Finance Fund LP and MGG SF Evergreen Fund LP accused the owner of Zayat Stables LLC of fraudulently inducing them to loan him more than $24 million, and then secretly selling off horse breeding rights and other collateral that had secured the loan. The lenders said in a bankruptcy court complaint last December 2020 that Zayat's alleged fraud should exempt him from discharging the debt. About Zayat Stables Headquartered in Hackensack, New Jersey, Zayat Stables owns of 203 thoroughbred horses. The horses, which are collateral for the bank loan, are worth $37 million, according an appraisal mentioned in a court paper. Ahmed Zayat said in a court filing that he personally invested $40 million in the business. The Company filed for Chapter 11 bankruptcy protection (Bankr. D.N.J. Case No. 10-13130) on Feb. 3, 2010. The Company estimated $10 million to $50 million in assets and the same range of liabilities as of the bankruptcy filing. The Debtor tapped Cole, Schotz, Meisel, Forman & Leonard, P.A., as bankruptcy counsel. ZENERGY BRANDS: Liquidating Plan Approved After Creditor Settlement ------------------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Zenergy Brands Inc. won bankruptcy court approval of its Chapter 11 liquidation plan after the energy-conservation products and services developer settled a dispute with its principal lenders. The Plan, approved Thursday, Jan. 7, 2021, by Judge Brenda T. Rhoades of the U.S. Bankruptcy Court for the Eastern District of Texas, features a $500,000 asset sale to Eco Investments LLC, a company that has some of the same owners as Zenergy. Another company, ICG Investment Vehicle LLP, is purchasing an energy contract with a Texas school district for $719,000. The settlement was reached among Zenergy and its affiliates’ bankruptcy estates, the unsecured creditors. About Zenergy Brands Zenergy Brands, Inc. -- https://whatiszenergy.com/ -- is a next-generation energy and technology company engaged in selling energy-conservation products and services to commercial, industrial and municipal customers. It is a business-to-business company whose platform is a combined offering of energy services and smart controls. Zenergy Brands is a public company, fully reporting to the Securities and Exchange Commission and trading on the OTCQB. Zenergy Brands and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tex. Lead Case No. 19-42886) on Oct. 24, 2019. As of June 30, 2019, Zenergy Brands had total assets of $1,944,089 and liabilities of $8,369,818. Judge Brenda T. Rhoades oversees the cases. The Debtors tapped Foley & Lardner LLP as their legal counsel, and Stretto as their claims, noticing, and solicitation agent. The Office of the U.S. Trustee has appointed creditors to serve on the Official Committee of unsecured creditors. The committee is represented by Kane Russell Coleman Logan PC. [] Hawaii Bankruptcies Declined in 2020 Despite COVID-19 Pandemic ----------------------------------------------------------------- Dave Segal of Star Advertiser reports that, according to data released from the U.S. Bankruptcy Court, District of Hawaii, bankruptcies fell in Hawaii 8.6% to 1,524 in 2020 despite the pandemic. Filings were 143 fewer than in the pre-pandemic year of 2019, and, remarkably, cases were down in nine of the 12 months over 2020's totals. Chapter 7 liquidation filings -- the most common type of bankruptcy -- rose just 1.4% in 2020 to 1,152 from 1,136 in 2019. Chapter 13 filings, which allow individuals with regular sources of income to set up plans to make installment payments to creditors over three to five years, fell 29.6% to 364 from 517. Chapter 11 filings, which are primarily for business reorganization, fell 53.8% to six from 13. There were no Chapter 12 filings for family farmers or fishermen, compared with one in 2019. There were two Chapter 15 filings, compared with none in the previous year. Bankruptcies fell in three of the four major counties in 2019. Honolulu County filings decreased to 1,117 from 1,238, Hawaii County filings declined to 124 from 133 and Kauai County filings fell to 61 from 75. Maui County filings edged up to 222 from 221. Hawaii bankruptcies seemed destined to rise in 2020 when the COVID-19 pandemic sent businesses into a tailspin, employees to the unemployment website and tourism into a virtual standstill. But state and federal financial aid came to the rescue. "I think unemployment compensation, the pandemic unemployment assistance and social programs such as food stamps, welfare assistance, rental or mortgage assistance programs as well as mortgage forbearances, the rent moratorium and people adapting to the circumstances have contributed to the reduction in bankruptcy filings," Honolulu bankruptcy attorney Greg Dunn said. "It was a surprise for me that bankruptcy filings actually went down in 2020 from 2019." ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***