/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, January 14, 2021, Vol. 25, No. 13 Headlines 1116 MAPLE STREET: Pursues Adversary Proceeding vs. OKLLC 3135 MACARTHUR: Case Summary & 5 Unsecured Creditors 3MB LLC: Court Rejects Disclosure Statement 7 HILLS INC: Unsecured Creditors to Recover 4% in Amended Plan 7 HILLS: Court Approves Amended Disclosure Statement 730 OAKLAND: Case Summary & 14 Unsecured Creditors ACGSA TRANSIT: Plan Confirmed as No Objections Filed AMERICAN RESOURCE: Settlement Victory for Timeshare Owners ANTERO MIDSTREAM: Moody's Raises CFR to B1, Outlook Stable ANTERO RESOURCES: Moody's Hikes CFR to B1, Outlook Stable ANTERO RESOURCES: S&P Ups ICR to 'B' on Improved Maturity Profile ARCHDIOCESE OF NEW ORLEANS: Gainsburgh Represent B.L., 2 Others AT HOME GROUP: Sees Q4 Comparable Store Sales of 23% to 24% BEAL MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors BEST VIDEO: Seeks June 21 Extension of Deadline to Confirm Plan BLACK AND WHITE: Seeks to Hire Kirby Aisner as Legal Counsel BLINK CHARGING: Plans to Sell 5 Million Common Shares BUFFBURGER #1: Plan Confirmed After Objections Resolved CAMP WOOF: Seeks Approval to Hire Paul Reece as Legal Counsel CARPENTER'S ROOFING: Confirmation Hearing Delayed to Jan. 20 CBAV1 LLC: Seeks to Hire Swindell & Pearson as Special Counsel CDT DE SAN SEBASTIAN: Plan Deadline Again Extended; UST Wants MORs CEC ENTERTAINMENT: Moody's Assigns Caa1 CFR, Outlook Negative CEC ENTERTAINMENT: S&P Assigns 'CCC' ICR After Bankruptcy Exit CHESAPEAKE ENERGY: Company Is Worth $5.1 Billion, Judge Rules CRED INC: Committee Taps Dundon Advisers as Financial Advisor CROWDSTRIKE HOLDINGS: Moody's Assigns Ba3 Corp. Family Rating CROWDSTRIKE HOLDINGS: S&P Assigns 'BB+' ICR; Outlook Stable DAVIS SAND: Case Summary & 20 Largest Unsecured Creditors DEMETRIOS ESTIATORIO: Seeks Approval to Hire Bankruptcy Attorney DESOTO OWNERS: Asks Court to Bifurcate Romspen Claim DIOCESE OF CAMDEN: Feb. 4 Hearing on Disclosure Statement DK PROPERTIES: Seeks Approval to Tap Kelley & Clements as Counsel DOWNTOWN DENNIS: OFF LLC Says Amended Disclosures Deficient EASTWEST BIOSCIENCE: Fails to File Interim Financial Statements FERRELLGAS PARTNERS: S&P Lowers ICR to 'D' on Bankruptcy Filing FLORA, IL: Moody's Affirms Ba1 GOULT Rating, Alters Outlook to Pos. FLOW SERVICES: Gets Interim OK to Hire Financial Advisor FLOW SERVICES: Gets OK to Hire Gold Weems as Legal Counsel FTS INTERNATIONAL: April 12 Settlement Fairness Hearing Set GARRETT MOTION: Reaches $1.2 Billion Deal With Honeywell GENESIS VASCULAR: Gets OK to Hire Merrill & Stone as Counsel GLOVES BUYER: Moody's Assigns First Time 'B3' Corp. Family Rating GROWLIFE INC: Signs Two-Year Employment Contract with CFO IFRESH INC: Issues 6 Million Common Shares to Long Deng IMAGEWARE SYSTEMS: Jay Lewis Named as CFO IMERYS TALC AMERICA: Johnson & Johnson Objects to Plan Disclosures IMERYS TALC: Morris, Brown Update List of Litigation Claimants JONAH ENERGY: Completes $580-Mil. Out-of-Court Restructuring JONAH ENERGY: Moody's Withdraws Caa3 CFR Following Refinancing JONAH ENERGY: Vinson & Elkins Advised Business in Restructuring L&M RETAIL: Seeks Approval to Hire Lane Law Firm as Counsel LECLAIRRYAN PLLC: UnitedLex Seeks to Toss $128M Conspiracy Suit LEVEL 3 FINANCING: Fitch Rates USD900MM Senior Unsec. Notes 'BB' LEVEL 3 FINANCING: Moody's Rates New $900MM Unsec. Notes 'Ba3' LEVEL 3 FINANCING: S&P Rates $900MM Senior Unsecured Notes 'BB' LIFE TIME: Moody's Lowers CFR to Caa1 on Worsened Credit Metrics LOVES FURNITURE: Logistics Problems Added to Woes LSC COMMUNICATIONS: McDermott Represents SERP Participants Group MALLINCKRODT PLC: Bid to Pay Creditors' Fees Faces DOJ Backlash MEN'S WEARHOUSE: S&P Assigns 'CCC+' ICR on Bankruptcy Exit METS LLC: Voluntary Chapter 11 Case Summary MICRON DEVICES: Seeks Approval to Hire Bankruptcy Attorney NEUROCARE CENTER: Case Summary & 20 Largest Unsecured Creditors NEW TROJAN: Moody's Assigns B2 CFR & B2-PD Prob. of Default Rating OCEAN REALTY: Voluntary Chapter 11 Case Summary OUTFRONT MEDIA: Moody's Rates New $500MM Sr. Unsec. Notes 'B2' OUTFRONT MEDIA: S&P Rates Subsidiaries' Senior Unsecured Notes 'B+' PAPPY'S SAND: Seeks Approval to Tap Ritchie Brothers as Auctioneer PAPPY'S TRUCKS: Seeks to Hire Ritchie Brothers as Auctioneer PERRY FARMS: Plan to be Funded by Rental Income & Capital Infusion PETRA DIAMOND: UK Court OKs Plan; U.S. Hearing Jan. 14 PETVET CARE: $250MM Term Loan Add-on No Impact on Moody's B3 CFR PIKE CORP: S&P Rates New $315MM Incremental Term Loan 'B' PRESTIGE BRANDS: S&P Alters Outlook to Positive, Affirms 'B+' ICR PROFESSIONAL FINANCIAL: Gets Approval to Hire Real Estate Agent R. EDGE CONTRACTING: Case Summary & 16 Unsecured Creditors RGN-CHICAGO XLIV: Case Summary & Unsecured Creditor RIVER TO VALLEY: Court to Confirm Sale Plan ROCHESTER DRUG: Merck to Raise Issues at Plan Confirmation SOUTHEASTERN GROCERS: Plans $50 Million Dividend to IPO Sellers SPECIALTY BUILDING: Moody's Assigns B2 CFR Amid Jordan Acquisition STUDIO MOVIE: Feb. 1 Disclosure Statement Hearing Set SUPERIOR ENERGY: Chevron USA Slams Chapter 11 Plan as Unfair T-MOBILE USA: Fitch Assigns BB+ Rating on Senior Unsec. Notes T-MOBILE USA: Moody's Gives Ba3 Rating on New Sr. Unsec. Notes T-MOBILE USA: S&P Assigns 'BB' Rating to New $2BB Senior Notes TALOS PRODUCTION: New Tack-on Notes No Impact on Moody's B2 CFR TAMARAC 10200: Committee Taps PwC as Financial Advisor TEA OLIVE: Stock+Field Closing All 25 Locations TEA OLIVE: Stock+Field Files for Chapter 11 to Wind Down Business THOR INDUSTRIES: Moody's Ups CFR to Ba3 on Strong Consumer Demand TRUCK HERO: Moody's Assigns B3 CFR & Rates First Lien Loan B2 U.S.A. PARTS: Allowed Unsecured Claims Unimpaired in Plan UNIQUE CASEWORK: Seeks Approval to Hire Bankruptcy Attorney UTZ QUALITY: Moody's Gives B1 Rating on New $720MM 7-Yr Term Loan VECTOR GROUP: Moody's Gives Ba3 Rating on New $850MM Secured Notes VECTOR GROUP: S&P Alters Outlook to Positive, Affirms 'B' ICR VECTOR LAUNCH INC: Court Okays Liquidation Plan After Assets Sale WALKER RADIO: Gets OK to Hire Mullin Hoard & Brown as Counsel WARDMAN HOTEL: Marriott Hotel Operator Files for Bankruptcy WC 4811: Unsecured Creditors to Recover 100% in Plan WC CUSTER CREEK: Hires Columbia Consulting as Financial Advisor WC TEAKWOOD: Unsecureds to Recover 100% With Interest in Plan WINNEBAGO INDUSTRIES: Moody's Upgrades CFR to B1, Outlook Positive WMG ACQUISITION: Moody's Rates New $820MM Term Loan G 'Ba3' [*] 9 Ways Recent Stimulus Bill Affects Bankruptcy [*] Ch. 11 Filings Rose, But Bankruptcies at Historic Low in 2020 [*] FTI Consulting's Michael Eisenband Named ACB Fellow [*] Getzler Henrich & Associates Named Outstanding Turnaround Firm [*] Willkie Farr & Gallagher Elects 21 New Partners [^] Recent Small-Dollar & Individual Chapter 11 Filings ********* 1116 MAPLE STREET: Pursues Adversary Proceeding vs. OKLLC --------------------------------------------------------- 1116 Maple Street, LLC, submitted a First Amended Chapter 11 Plan of Reorganization and a corresponding Amended Disclosure Statement on Jan. 8, 2021. The Plan is a reorganizing plan. In other words, the Plan provides for the revesting of substantially all of the Debtor's assets in the Reorganized Debtor and payments to Creditors on account of their Allowed Claims. The Effective Date of the proposed Plan is expected to be April 1, 2021. The Company expects to maintain operations when it exits bankruptcy. On the effective date, Mihran Tcholakian, managing member of Debtor, will continue to manage the Reorganized Debtor. General unsecured creditors in Class 3 are unimpaired under the Plan. O.K.,LLC's disputed secured claim is classified in Class 1D. The Debtor will object to the Class 1D claim. Should the Debtor succeed in removing the purported lien of Class 1D Claimant, no payments will be made to Class 1D under the Plan. On July 22, 2020, OKLLC filed a motion for relief from the automatic stay to continue prepetition foreclosure efforts against the Property. On September 22, 2020, the Debtor filed its opposition to the motion for relief. The matter was heard on October 6, 2020, during which the Court denied the motion for relief, and found that the Debtor's Property is necessary for an effective reorganization. On Oct. 14, 2020, the Court entered an order denying the motion for relief. On Sept. 14, 2020, the Debtor filed an adversary proceeding against OKLLC, Chakrian and his associates for the Ponzi scheme, which was assigned Adversary Case Number 2:20-ap-01622-BR ("AP). Through the adversary proceeding, the Debtor will demonstrate that Chakrian and OKLLC brokered a fictitious loan as a scheme to secure a prior loan made by OKLLC and Chakrian by fraudulently using the Debtor's Property as additional collateral. The Debtor never received any consideration for such a loan as it was procured by fraud and thereby void. A First Amended Complaint ("Complaint") was filed on Oct. 20, 2020. An alias summons was issued on Nov. 12, 2020. The summons service was executed on Nov. 18, 2020. The deadline to answer was Dec. 14, 2020. OKLLC and Debtor entered into a Stipulation Extending Time to Respond to First Amended Complaint to December 28, 2020. On Dec. 28, 2020, OKLLC filed a Motion to Dismiss Portions of Plaintiff's Complaint ("MTD"). A status conference in the AP and a hearing on the MTD is scheduled for Feb. 9, 2021. A full-text copy of the First Amended Disclosure Statement dated Jan. 8, 2021, is available at https://bit.ly/38BN1PI from PacerMonitor.com at no charge. Counsel for 1116 Maple Street: Jeremy W. Faith Ori S. Blumenfeld Anna Landa MARGULIES FAITH LLP 16030 Ventura Blvd., Suite 470 Encino, CA 91436 Telephone: (818) 705-2777 Facsimile: (818) 705-3777 E-mail: Jeremy@MarguliesFaithLaw.com Ori@MarguliesFaithLaw.com Anna@MarguliesFaithLaw.com About 1116 Maple Street 1116 Maple Street, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It has 100 percent fee interest in a property located at 1116 East Maple St., Glendale, Calif., valued by Debtor at $5 million. 1116 Maple Street sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-16362) on July 14, 2020. Mihran Tcholakian, managing member, signed the petition. At the time of the filing, the Debtor disclosed assets of $5,057,759 and liabilities of $4,871,355. Judge Barry Russell oversees the case. Margulies Faith LLP is the Debtor's legal counsel. 3135 MACARTHUR: Case Summary & 5 Unsecured Creditors ---------------------------------------------------- Debtor: 3135 MacArthur Plaza LLC 8800 Broadway, Ste 200 San Antonio, TX 78217 Business Description: 3135 MacArthur Plaza LLC is primarily engaged in renting and leasing real estate properties. The Company is the fee simple owner of a property located at 3135 Nacadoches Road San Antonio, TX, having an appraised value of $3 million. Chapter 11 Petition Date: January 13, 2021 Court: United States Bankruptcy Court Western District of Texas Case No.: 21-50045 Judge: Hon. Craig A. Gargotta Debtor's Counsel: J. Todd Malaise, Esq. MALAISE LAW FIRM 909 NE Loop 410, Ste 300 San Antonio, TX 78209 Tel: (210) 732-6699 E-mail: notices@malaiselawfirm.com Total Assets: $3,577,969 Total Liabilities: $3,354,501 The petition was signed by George Atallah, manager of Zena Properties LLC. A copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J2EIS2Y/3135_MacArthur_Plaza_LLC__txwbke-21-50045__0001.0.pdf?mcid=tGE4TAMA 3MB LLC: Court Rejects Disclosure Statement ------------------------------------------- Judge Jennifer E Niemann of the U.S. Bankruptcy Court for the Eastern District of California on Jan. 6, 2021, entered an order denying approval of the disclosure statement in support of 3MB, LLC's Plan of Reorganization. 3MB, LLC, filed a Plan and a Disclosure on Nov. 10, 2020. According to the Disclosure Statement, the Plan provides for payment in full of all allowed claims during the term of the Plan and for the Debtor's members to retain their interest in the Debtor. All secured creditors will retain their liens against the Debtor's real property until their claims are paid in full. U.S. Bank National Association, the lender, on Dec. 21, 2020, filed an objection to the Disclosure Statement. "The crux of the Plan is the speculative sale of part of Lender's collateral in a year and the repayment of Lender's claim over 30 years (more than 33 1/2 years after Lender's Loan matured) at an interest rate that is less than the non-default rate under the Loan and what is appropriate in light of the risk of nonpayment. In addition to the blatantly unfair and inequitable treatment of Lender's secured claim, the Plan relies on unrealistic projections of future rental incomes from the Shopping Center that are markedly higher than what Debtor has been able to achieve. Accordingly, the Plan, which Lender opposes, has no hope of being confirmed and approval of the Disclosure Statement only prolongs the cost and delay suffered by Lender as a result of Debtor's tactics over these past several years," U.S. Bank said. "But beyond the threshold issues concerning the confirmability of the Plan, Debtor's Disclosure Statement suffers from inadequate disclosure. It fails to recognize and disclose the risks associated with Debtor's contemplated sale and the consequences for creditors (essentially just Lender and the taxing authority) if such sale does not close within the proposed one-year period. Lender believes that there is a real possibility that Debtor will not be able to consummate the sale of the Western Dental and Starbucks Pad, especially when Debtor has proved incapable of closing third-party financing or identifying a prospective purchaser at any time in the last three years when market conditions were far more favorable. Because Debtor has failed to disclose critical information regarding the valuation of the Shopping Center or address Debtor's ability to consummate the transaction that forms the cornerstone of the Plan, the Disclosure Statement lacks adequate information and the Court should not approve it." U.S. Bank (Lender) is the Trustee, as successor by merger to LaSalle Bank National Association, as Trustee, for the registered holders of Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2007-PWR16 ("USB"). Court's Ruling According to the civil minutes of the Jan. 6 hearing, Judge Jennifer E Niemann ruled that at the threshold, the court does not agree the Plan as proposed is "patently unconfirmable": * USB first asserts that its proposed treatment under the Plan is not "fair and equitable" under Sec. 1129(b)(1) and (2). Though USB references its' stay relief motion there is no explanation why the Plan's treatment of USB could not be found "fair and equitable." So, the Plan cannot be patently unconfirmable on this record. Perhaps discovery will reveal facts suggesting whether the plan is "fair and equitable." In its stay relief motion, USB claims that 3MB cannot satisfy any of the provisions of Sec. 1129(b)(2)(A). Even if consideration of the stay relief motion (which has been denied without prejudice for procedural reasons) is appropriate, the analysis does not add up to a patently unconfirmable plan at this stage. First, there is no evidence the proposed interest rate under the Plan of 4.75% for the balance of USB's claim is not "at least the value" of USB's interest in the shopping center. * Second, whether USB will credit bid on the proposed pad sales is entirely speculative. It seems unlikely USB will credit bid a large amount of its claim when and if the "Starbucks" and "Western Dental" pads are sold. The Plan proposes USB's lien (which is uncontested) will follow the proceeds. Third, on this record, the court cannot find that the proposed Plan does not give USB the "indubitable equivalent" of its' claim. The concept is amorphous as conceded by USB in its motion. But there is no evidence suggesting the proposed treatment does not satisfy the requirement. So, at this stage there is no basis to find the Plan is legally unconfirmable. USB may oppose confirmation which means 3MB will have to meet the cramdown requirements even if 3MB can prove plan feasibility. USB also claimed in its stay relief motion the Plan is not feasible. The court agrees 3MB has many hurdles to overcome, not the least of which is a projected cash flow that is unsupported by the Monthly Operating Reports filed by 3MB in this case. See Doc. #107 (rents barely enough to service payment to USB under cash collateral stipulation); Doc. #127 (net cash decrease of almost $23,000 after payment of secured debt and professional fees even though there was a 13% increase in cash from October to November). Also, average rent collected for the full months reported is about $46,000 per month which is much less than projected under the plan before the pads are sold. (Doc. #96). All the same, these are issues which can be fully litigated in a confirmation setting. The court cannot say, at this time, that on this record the Plan is not feasible. That is not to say the court finds that it is. There is an insufficient record to find without further evidence the Plan is "patently not feasible." Additionally, the cases USB cites are either distinguishable or support deferring a finding that the plan is unconfirmable at the DS stage. In re Arnold, 471 B.R. 578, 585-6 (Bankr. C.D. Cal. 2012) [plan violates absolute priority rule and "impossible to discern" from Disclosure Statement debtor's intentions and lacks information about New Value contribution]; In re American Capital Equip., LLC, 688 F. 3d 145, 156 (3d Cir. 2012) [Disclosure Statement disapproved on plan feasibility grounds because plan depended on outcome of "wholly speculative litigation" and debtor's inherent conflict of interest in pending and future litigation]; In re Quigley Co., 377 B.R. 110, 119 (Bankr. S.D.N.Y. 2007) [Disclosure Statement approved as having adequate information though the plan had "confirmation issues that require an evidentiary hearing."] USB also contends there are numerous inadequacies in the information contained in the Disclosure Statement. At any rate, the "nature and history of the debtor" (Sec. 1125 (a) (1)) must inform consideration of the DS. USB has a secured claim of about $9.6 million. The only other secured claim is asserted by the Kern County Treasurer and Tax Collector ("KCTTC") in the amount of $284,000. As for unsecured claims, other than 3MB's principals' claims, there are two disputed personal injury claims (one allegedly covered by insurance and the other for which debtor expects full indemnification), one filed claim by Wells Fargo Bank (about $9,600), and a claim for no amount by the IRS. All unsecured claimants either have counsel or are sophisticated creditors. The only objection to the Disclosure Statement is by USB. USB likely has all the information it needs or can obtain whatever more it requires using the panoply of discovery devices. That said, there are certain information gaps that need filling before the DS can be approved: i. The Plan calls for sales of two pads ("Starbucks" and "Western Dental") within a year of confirmation for an expected $4.15 million. No basis for that valuation is provided. Also, there is no real estate broker hired to sell the pads. The debtor's efforts to sell must be clearly stated. ii. Opposition to the stay relief motion and other evidence has been submitted to the court by 3MB concerning future reorganization. (Doc. #141). Mr. Bell states he has met with buyers and investors. But 3MB provides no specifics as to who, when, terms, timing of binding commitment, etc. USB claims its requests for information have been met with resistance. 3MB risks the fact finder making an adverse inference if information available to 3MB to not revealed. See, In re Osborne, 257 B.R. 14 (Bankr. C.D. Cal. 2000). A more complete discussion in the DS is needed. iii. 3MB claims there are over $187,000 of accounts receivable. No discussion of the collectability of the receivables is in the DS. This should be discussed. iv. The only evidence supporting the value of the center is apparently the opinion of a principal, Mr. Bell. Though perhaps competent evidence, USB's appraisal is far less. Some support for 3MB's opinion of value is needed. v. The same deficiency is present concerning the proposed sale price for the "Starbucks" and "Western Dental" pads. vi. The DS states that further leasing of vacant space at the center will occur after sale of the pads. Why do those efforts have to wait until then? vii. What are the consequences if the pads are not sold in one year? As stated above, the Operating Reports do not support the rental income assumptions under girding the projections. viii. There are risks that the debtor will not be fully indemnified from the pending litigation for which there is no insurance. What are the facts underlying the assumption the debtor will be indemnified? Is there no risk of a claim arising as a result of indemnification? The court has received and reviewed 3MB's response filed December 23, 2020 (Doc. #145). The court understands 3MB's difficulty in responding to USB's objections given the holiday season. But 3MB and its counsel controlled the scheduling of the hearing on the DS. The hearing could have been scheduled on the Fresno calendar or set on another Chapter 11 hearing date. That said, virtually all the points raised by 3MB's reply and the court's concerns with the adequacy of the DS are discussed above. For the forgoing reasons, the DS was not approved. A copy of the U.S. Bank objection is available at https://bit.ly/35D9xpp A copy of the Disclosure Statement dated Nov. 10, 2020, is available at https://bit.ly/2LtP8fE Attorneys for U.S. Bank National Association David M. Neff, Ill. Amir Gamliel PERKINS COIE LLP 1888 Century Park E., Suite 1700 Los Angeles, CA 90067-1721 Telephone: 310.788.9900 Facsimile: 310.788.3399 DNeff@perkinscoie.com AGamliel@perkinscoie.com About 3MB LLC 3MB LLC owns a mixed-used shopping center, commonly referred to as the Village at Towne Center. The Shopping Center comprises of four buildings, two of which include second story office space. The Shopping Mall has a current value of $12 million. 3MB first sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Calif. Case No. 18-14663) on Nov. 19, 2018. The Debtor again sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 20-12642) on Aug. 11, 2020. Robert Bell, Esq., signed the petition. At the time of the filing, Debtor had total assets of $12,276,441 and liabilities of $10,249,027. Judge Jennifer E. Niemann oversees the case. The Law Office of Leonard K. Welsh is Debtor's legal counsel. 7 HILLS INC: Unsecured Creditors to Recover 4% in Amended Plan -------------------------------------------------------------- 7 Hills, Inc., filed a Second Amended Chapter 11 Plan and a corresponding Disclosure Statement on Jan. 4, 2021. The Covid-19 epidemic substantially impacted the Debtor's chicken restaurant business, which could no longer have in person dining, and the Debtor's gasoline, grocery, and convenience stores, which were beset by substantially reduced traffic and ongoing difficulties with suppliers. The Debtor remained in contact with its secured creditors and the U.S. Trustee, and with their agreement, the Court entered four orders continuing to extend the time for the Debtor to file its amended disclosure statement and plan. Around mid-September 2020, Atlantic Union Bank exercised its rights pursuant to the agreed order regarding relief from stay that was entered into prior to the Covid-19 crisis. The Debtor did not oppose Atlantic's decision to foreclose on the Debtor's real estate housing its chicken restaurant in Roanoke. The Debtor will no longer treat Atlantic Union Bank as a secured creditor in its Plan of Reorganization. Atlantic Union Bank netted $165,000 toward its secured debt, which is represented by three proofs of claim totaling $360,000. Atlantic Union Bank has not yet filed an unsecured deficiency claim. Little by little, the lessees of the Debtor's premises for the Elliston and Shawsville grocery store/convenience store/gas stations, who are LLC's controlled by relatives of Raj Patel, have been able to increase their business and generate some positive cash flow. The lessees project being able to commence meaningful lease payments to the Debtor beginning in 2021; the Debtor will similarly begin making secured payments to Customers Bank at that time. The Debtor will lease its convenience store/gas station in Shawsville to Patel's LLC for a monthly rent of $7,000 and will lease the Subway Restaurant located at this location to Patel's, LLC, for a monthly rent of $2,000. The Debtor will also lease its Elliston, Virginia convenience store/gas station to Rishab, LLC for a monthly rent of $5,000. Treatment of Claims Under the Plan, Class 4: Customers Bank Secured Claim in the amount of approximately $2,086,000 is impaired. The Debtor will commence paying Customers Bank $5,000 per month in January, 2021, and will pay that amount for January – March, 2021. The Debtor will increase the payment to $7,000 per month for the April – June, 2021 payments. Starting in July, 2021, the Debtor will increase the Customers Bank payments to $12,000 per month, and will pay that amount until the Customers Bank debt is paid in full. Class 9 General Unsecured Creditors with claims totaling $750,000 are impaired. The Debtor will pay $500 per month from lease payments, for five years, commencing on the Effective Date. It projects a 4% distribution to unsecured creditors pursuant to the Plan. A full-text copy of the Second Amended Disclosure Statement dated January 4, 2021, is available at https://bit.ly/2L901TY from PacerMonitor.com at no charge. Counsel for the Debtor: Andrew S. Goldstein, Esq. Magee Goldstein Lasky & Sayers, P.C. P.O. Box 404 Roanoke, VA 24003-0404 Telephone: (540) 343-9800 Facsimile: (540) 343-9898 E-mail: agoldstein@mglspc.com About 7 Hills Inc. In 2003, 7 Hills, Inc., purchased real estate at 7120 Roanoke Road in Shawsville, Virginia, for purposes of operating a convenience/grocery store and gas station. In 2012, it purchased the real estate at 9311 Roanoke Road in Elliston, Virginia, for purposes of operating a gas station/convenience store. It purchased the real estate on Williamson Road in Roanoke, Virginia, to open a ChiKn Fry restaurant. In 2010, the Company added a Subway restaurant to the Shawsville location. 7 Hills, Inc., based in Shawsville, VA, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Va. Case No. 19-70804) on June 12, 2019. In the petition signed by Rajendra Patel, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Paul M. Black oversees the case. Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as bankruptcy counsel to the Debtor. 7 HILLS: Court Approves Amended Disclosure Statement ---------------------------------------------------- Judge Paul M. Black has entered an order approving the Amended Disclosure Statement of 7 Hills, Inc., and scheduling a hearing to consider confirmation of the Debtor's Second Amended Chapter 11 Plan. A confirmation hearing will be held on Feb. 22, 2021 at 9:30 am at US Bankruptcy Court, 2nd Floor, 210 Church Ave., Roanoke, VA 24011 by video, before Judge Black. The Zoom hearing can be accessed using the following information: Meeting ID: 161 0605 1116 Password: 0922 URL: https://vawb-uscourts-gov.zoomgov.com/j/16106051116 Feb. 15, 2021 is fixed as the last date for filing and serving written objections to confirmation of the Debtor's Plan referred. About 7 Hills Inc. 7 Hills, Inc., based in Shawsville, VA, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Va. Case No. 19-70804) on June 12, 2019. In the petition signed by Rajendra Patel, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Paul M. Black oversees the case. Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, P.C., serves as bankruptcy counsel to the Debtor. 730 OAKLAND: Case Summary & 14 Unsecured Creditors -------------------------------------------------- Debtor: 730 Oakland LLC 115 Park St., SE, Suite 200 Vienna, VA 22180-4653 Business Description: 730 Oakland LLC classifies its business as Single Asset Real Estate (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.: 21-10040 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 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/SOXLYFQ/730_Oakland_LLC__vaebke-21-10040__0001.0.pdf?mcid=tGE4TAMA ACGSA TRANSIT: Plan Confirmed as No Objections Filed ---------------------------------------------------- Judge Elizabeth S. Stong has entered an order confirming the Plan of ACGSA Transit, Inc., pursuant to Section 1129(a) of the Bankruptcy Code. The hearing on confirmation of the Plan was held on Dec. 17, 2020. No objections was filed to the Disclosure Statement or Plan. The Plan and its provisions will be binding upon the Debtor, any entity acquiring property under the Plan, and any creditor or equity security holder of the Debtor, whether or not the claim or interest of such creditor or equity security holder is impaired under the Plan, and whether or not such creditor or equity security holder has accepted the Plan. The Debtor's Plan provides that Class I secured claim of Pentagon Federal Credit Union in the amount of $340,000 will be satisfied by the surrender of two NYC Taxi Medallions # 3K70; 3K73. Unsecured deficiency claims of Pentagon in the amount of $730,918 will be paid with one lump sum payment of $380,000 upon court approval of the settlement. The Plan will be funded from the personal stock portfolio and steady monthly income of the two corporate principals, Alan T. Sapoznik and Clara Sapoznik. A copy of the Amended Chapter 11 Small Business Disclosure Statement dated Sept. 29, 2020, is available at https://bit.ly/3qeMOYD A copy of the Plan Confirmation Order is available at https://bit.ly/39qHdaN About ACGSA Transit ACGSA Transit, Inc., a privately held company in the taxi and limousine service industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-44902) on Aug. 13, 2019. At the time of the filing, the Debtor disclosed $400,100 in assets and $1,070,000 in liabilities. The case is assigned to Judge Carla E. Craig. Alla Kachan, Esq., in Brooklyn, is the Debtor's counsel. AMERICAN RESOURCE: Settlement Victory for Timeshare Owners ---------------------------------------------------------- Bluegreen Vacations Corporation previously sued American Resort Management Group (ARMG), its principals and ARMG's law firm in a federal court in Orlando. In its lawsuit, Bluegreen alleged violations of the Lanham Act, tortious interference with contract, civil conspiracy and violations of the Florida Deceptive and Unfair Trade Practices Act. While the lawsuit was pending, ARMG and its affiliated law firm each filed for bankruptcy as a result of significant and ongoing financial distress. The bankruptcy court appointed a trustee for ARMG after finding its business was "dubious at best" and its principals appeared to be "engaged in substantial fraud and dishonesty." Bluegreen and the trustee ultimately entered into a court-approved settlement, which allowed 100% of Bluegreen's claims against ARMG in an amount in excess of one million dollars. Bluegreen and the Trustee consider this matter a victory for the timeshare owners. In this regard, Bluegreen has agreed to work with the timeshare owners defrauded by ARMG to take back or process transfers of their timeshare interests. Bluegreen has also agreed to subordinate its claims against ARMG to the claims against ARMG of the timeshare owners, who have sought a refund of the fees paid to ARMG. "We are pleased with the court's decision to approve the settlement in this case. The misconduct of the principals of ARMG were deceptive and injurious to Bluegreen's timeshare owners. Bluegreen remains committed to protecting its owners from being victimized by unscrupulous exit companies," said Jorge de la Osa, Bluegreen's Chief Legal and Compliance Officer. About Bluegreen Vacations Corporation Bluegreen Vacations Corporation (NYSE: BXG) -- http://www.BluegreenVacations.com-- is a vacation ownership company that markets and sells vacation ownership interests and manages resorts in popular leisure and urban destinations. The Bluegreen Vacation Club is a flexible, points-based, deeded vacation ownership plan with 68 Club and Club Associate Resorts and access to nearly 11,300 other hotels and resorts through partnerships and exchange networks. Bluegreen Vacations also offers a portfolio of comprehensive, fee-based resort management, financial, and sales and marketing services to, or on behalf of, third parties. Bluegreen Vacations Corporation is approximately 93% owned by Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX: BVHBB) (formerly BBX Capital Corporation), a Florida-based holding company. About Bluegreen Vacations Holding Corporation Bluegreen Vacations Holding Corporation (NYSE: BVH) (OTCQX: BVHBB) (formerly BBX Capital Corporation) -- http://www.BVHcorp.com-- is a Florida-based holding company whose sole investment is its approximate 93% ownership interest of Bluegreen Vacations Corporation (NYSE: BXG). About American Resource American Resource Management, LLC, is a timeshare liquidation company headquartered in Florida. American Resource, one of the nine debtor affiliates of American Resource Management Group, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 19-14605) on April 9, 2019. The petition was signed by Shyla Cline and Scott Morse, managers. At the time of filing, the Debtor estimated $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge John K. Olson oversees the case. Tate M. Russack, Esq., an attorney based in Boca Raton, Fla., is the Debtor's bankruptcy attorney. Barry Mukamal was appointed as Chapter 11 trustee for the Debtors. The Trustee is represented by Kozyak Tropin & Throckmorton LLP. ANTERO MIDSTREAM: Moody's Raises CFR to B1, Outlook Stable ---------------------------------------------------------- Moody's Investors Service upgraded Antero Midstream Partners LP's Corporate Family Rating to B1 from B2, Probability of Default Rating to B1-PD from B2-PD, and senior unsecured notes to B2 from B3. The Speculative Grade Liquidity rating was unchanged at SGL-3. The rating outlook remains stable. "The upgrades reflect significant improvements in the credit profile of AM's principal customer Antero Resources Corporation (Antero Resources, B1 stable) that will bring stability in AM's operations and cash flow," said Sajjad Alam, Moody's Senior Analyst. Issuer: Antero Midstream Partners LP Ratings Upgraded: Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Unsecured Notes, Upgraded to B2 (LGD5) from B3 (LGD5) Ratings Unchanged: Speculative Grade Liquidity Rating, Remains Unchanged at SGL-3 Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE Antero Midstream's B1 CFR reflects its heavy reliance on Antero Resources, concentrated geographic focus in the Appalachian Basin, and indirect exposure to highly volatile natural gas and natural gas liquids prices. AM's primary counter-party Antero Resources is trying to operate with lower costs, generate free cash flow, reduce debt and push out significant debt maturities. Consequently, any material changes to Antero Resources' credit profile will likely have a direct impact on Antero Midstream's ratings. AM's CFR is supported by its substantial scale, moderate financial leverage, adequate distribution coverage and predominantly fee-based revenue stream from Antero Resources. Although AM continues to pay high distributions which will exceed operating cash flow in 2021, leverage metrics should remain manageable. Antero Midstream's unsecured notes are rated B2, one notch below the B1 CFR given the significant size of the company's secured credit facility in the capital structure that has a priority claim to AM's assets. The SGL-3 rating reflects Moody's view that AM will maintain adequate liquidity through 2021. Pro forma for the $550 million notes issuance in November 2020, AM had roughly $1.5 billion of availability under its $2.13 billion revolving credit facility as of September 30, 2020. The revolver expires on October 26, 2022, and Moody's expects AM to remain in compliance with the revolver financial covenants. The partnership has limited alternate liquidity given its assets are encumbered. Antero Midstream's stable rating outlook is consistent with the rating outlook of Antero Resources. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of AM's ratings would depend on Antero Resources Corporation ratings being upgraded. Moody's would also expect debt/EBITDA to remain below 4x and distribution coverage to be sustained above 1.1x. The CFR could be downgraded if Antero Resources' CFR is downgraded, or if AM's leverage metric rises above 5x. The principal methodology used in these ratings was Midstream Energy published in December 2018. Antero Midstream Partners LP is a wholly owned subsidiary of Antero Midstream Corporation, a midstream energy company based in Denver, Colorado. Antero Midstream Corporation owns and operates an integrated system of natural gas gathering pipelines, compression stations, processing and fractionation plants, and water handling and treatment assets in northwest West Virginia and southern Ohio. ANTERO RESOURCES: Moody's Hikes CFR to B1, Outlook Stable --------------------------------------------------------- Moody's Investors Service upgraded Antero Resources Corporation's Corporate Family Rating to B1 from B2, Probability of Default Rating to B1-PD from B2-PD, senior unsecured notes to B2 from B3, and Speculative Grade Liquidity Rating to SGL-2 from SGL-3. The rating outlook is stable. Moody's concurrently assigned a B2 rating to Antero's proposed senior unsecured notes due 2029. Net proceeds from the proposed debt offering will be used to redeem Antero's 2022 notes and partially reduce revolver borrowings. "The upgrade reflects Antero's substantially reduced refinancing risks as well as its improved free cash flow generation and debt reduction prospects following a recovery in commodity prices," said Sajjad Alam, Moody's Senior Analyst. Ratings Upgraded: Issuer: Antero Resources Corporation Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Unsecured Notes, Upgraded to B2 (LGD5) from B3 (LGD5) Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Assignments: Issuer: Antero Resources Corporation Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5) Outlook Actions: Issuer: Antero Resources Corporation Outlook, Remains Stable RATINGS RATIONALE The proposed unsecured notes will rank equally in right of payment with Antero's existing senior unsecured notes and hence were assigned the same rating. Antero's senior unsecured notes are rated B2, below the B1 CFR because of the significant size of the secured credit facility, which has a first-lien priority claim to substantially all of Antero's assets. The unsecured notes have upstream guarantees from substantially all of Antero's E&P subsidiaries that also guarantee the secured revolving credit facility. Moody's believes the B2 unsecured notes rating is more appropriate than what is suggested by Moody's Loss Given Default for Speculative-Grade Methodology, based on the high likelihood that Antero will continue to opportunistically term out revolver debt over time. Antero should have good liquidity through 2021, which is captured in the upgraded SGL-2 rating. Moody's expects significant free cash flow generation through 2022 enabling Antero to further reduce revolver borrowings and address remaining debt maturities. Following the proposed offering and the full repayment of the 2022 notes, Antero will not have debt maturities until 2023. Assuming a $500 notes offering today, Antero would have about $750 million of borrowings and $730 million in outstanding letters of credit leaving $984 million of availability under its revolving credit facility as of September 30, 2020. Antero's revolver will mature the earlier of: October 26, 2022, and the date that is 91 days to the earliest stated redemption of any series of Antero's senior notes, unless such series of notes is refinanced. Antero's B1 CFR reflects its high financial leverage, improving maturity profile, and exposure to volatile natural gas and natural gas liquids prices. The rating also considers its geographic concentration in Appalachia, significant undeveloped reserves and shale focused operations. The rating is supported by its large natural gas production and reserves in Appalachia, significant natural gas liquids (~30%) in the production mix, consistent long-term hedging philosophy that reduces risk and improves cash flow visibility, declining operating and development costs, and significant ownership of Antero Midstream Corporation. While Antero's diversified firm-transportation pipeline contracts have historically helped realize higher prices, the company is currently paying above market tariffs and has a higher overall midstream cost structure than most of its Appalachian peers. Antero's stable rating outlook reflects Moody's expectation of continued deleveraging and significant free cash flow generation through 2022. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade would be contingent on Antero's ability to produce free cash flow on a consistent basis, achieve material debt reduction, and fully eliminate refinancing risk leading to a sustainable retained cash flow to debt ratio above 25% on a consolidated basis. Antero's ratings could be downgraded if the company is unable reduce its refinancing risks, generates significant negative free cash flow, or retained cash flow to debt falls below 15%. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Antero Resources Corporation is a leading natural gas and natural gas liquids producer in the Marcellus and Utica Shales in West Virginia, Ohio and Pennsylvania. ANTERO RESOURCES: S&P Ups ICR to 'B' on Improved Maturity Profile ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Denver-based independent natural gas, natural gas liquids (NGLs), and oil exploration and production (E&P) company Antero Resources Corp. to 'B' from 'B-'. S&P raised its rating on the unsecured notes to 'B+' from 'B' with a recovery rating of '2'. At the same time, S&P assigned its 'B+' rating and '2' recovery rating to the new unsecured notes due 2029. The stable outlook reflects S&P's expectation that Antero will maintain adequate liquidity, including access to capital markets and positive cash flow generation, as it continues to address upcoming debt maturities and seeks to lower debt leverage to 2x or less. The ratings upgrade reflects Antero Resources' announced issuance of $500 million of new senior unsecured notes maturing in 2029, with proceeds used to redeem the remaining $311 million of its 5.125% unsecured notes maturing in 2022 and repay some of the borrowings under its credit facility (unrated). The transaction improves liquidity by both addressing its 2022 senior note maturity and reducing borrowings on its reserve-based lending (RBL) facility. The transaction also evidences Antero's improved access to capital markets, which had been a concern for much of 2020 in the face of looming debt maturities through 2023. The company's credit facility matures on Oct. 26, 2022, and its next redetermination date is in April 2021. In S&P Global Ratings' view, repayment of RBL borrowings as well as addressing near-term debt maturities puts the company in a better position to negotiate the terms of its credit facility when it begins discussions with its lenders at the upcoming redetermination. S&P said, "Our ratings and outlook on Antero are supported by its improving free cash flow profile, expected debt reduction, and improving maturity profile. Antero announced it was reducing its capital expenditures (capex) to about $580 million in 2021, which will provide it with free cash flow north of $200 million that we expect the company to use to further reduce debt. The company recently issued equity, combined with borrowings on the credit facility, to redeem $150 million of its 4.25% convertible notes maturing in 2026, reducing debt outstanding by about $90 million. Antero has hedged about 93% of its natural gas through 2021 to support its ability to meet its stated free cash flow guidance. The company has reduced its cost structure through increased operating efficiencies and service-cost reductions, further supporting operating cash flow." "We expect Antero to generate free cash flow in 2021 and 2022 to reduce drawings on its credit facility. Including S&P Global Ratings' adjustments, we expect funds from operations (FFO) of 15%-20% and debt to EBITDA of 3.9x-4.4x. Antero is targeting total debt levels of $2 billion and debt to EBITDA of 2x or less over the long term." "The outlook is stable, reflecting our expectation that Antero will maintain adequate liquidity, including access to capital markets and positive cash flow generation, as it continues to address upcoming debt maturities and seeks to lower debt leverage to 2x or less." "We could lower the rating if Antero is unable to amend and extend its credit facility on favorable terms, or if its free cash flow is below our expectations. Such a scenario is possible if commodity prices are lower than our expectations, or Antero adopts a more aggressive financial policy and capital expenditures are higher than forecast." An upgrade would require the company to continue to lower debt levels such that FFO/debt averages comfortably above 20%, while maintaining adequate liquidity and addressing its 2023 senior note maturity. This likely follows a sustained increase in natural gas and NGLs prices that generates meaningful free cash flow combined with supportive capital markets. ARCHDIOCESE OF NEW ORLEANS: Gainsburgh Represent B.L., 2 Others --------------------------------------------------------------- In the Chapter 11 cases of The Roman Catholic Church of the Archdiocese of New Orleans, the law firm of Gainsburgh, Benjamin, David, Meunier & Warshauer, L.L.C., submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing CDC #19-11521 Plaintiffs, B.L. and R.M. Gainsburgh Benjamin was retained to represent Jane Doe and John Doe, plaintiffs in the prepetition suit filed in Orleans Parish Civil District Court Case No. 2019-11521, sexual abuse survivor claimant who, for privacy reasons, is referred to as "B.L.," and certain putative plaintiff in forthcoming litigation. Gainsburgh Benjamin only represents creditors in the Archdiocese's bankruptcy case. The CDC #19-11521 Plaintiffs, B.L. and R.M. are the only creditors or other parties in interest in the Archdiocese's bankruptcy for which Gainsburgh Benjamin is required to file a Verified Statement pursuant to Federal Rule of Bankruptcy Procedure 2019. CDC #19-11521 Plaintiffs' counsel name and address: Gerald E. Meunier Brittany R. Wolf-Freedman Gainsburgh, Benjamin, David Meunier, & Warshauer, L.L.C. 2800 Energy Centre 1100 Poydras Street New Orleans, Louisiana 70163-2800 B.L.'s counsel name and address: Gerald E. Meunier Brittany R. Wolf-Freedman Gainsburgh, Benjamin, David Meunier, & Warshauer, L.L.C. 2800 Energy Centre 1100 Poydras Street New Orleans, Louisiana 70163-2800 R.M.'s counsel name and address: Gerald E. Meunier Brittany R. Wolf-Freedman Gainsburgh, Benjamin, David Meunier, & Warshauer, L.L.C. 2800 Energy Centre 1100 Poydras Street New Orleans, Louisiana 70163-2800 The nature of the CDC #19-11521 Plaintiffs', B.L.'s and R.M.'s economic interests held in relation to the Archdiocese are as creditors, with the amount of each entities' claim to be determined. Nothing contained in this Verified Statement is intended or shall be construed to constitute (i) a waiver or release of the rights of the CDC #19-11521 Plaintiffs, B.L. and R.M. to have any final order entered by, or other exercise of the judicial power of the United States performed by, an Article III court; (ii) a waiver or release of the rights of the CDC #19-11521 Plaintiffs, B.L. and R.M. to have any and all final orders in any and all non-core matters entered only after de novo review by a United States District Judge; (iii) consent to the jurisdiction of the Court over any matter; (iv) an election of remedy; (v) a waiver or release of any rights the CDC #19-11521 Plaintiffs, B.L. and R.M. may have to a jury trial; (vi) a waiver or release of the right to move to withdraw the reference with respect to any matter or proceeding that may be commenced in the bankruptcy case against or otherwise involving the CDC #19-11521 Plaintiffs, B.L. and R.M.; or (vii) a waiver or release of any other rights, claims, actions, defenses, setoffs or recoupments to which the CDC #19-11521 Plaintiffs, B.L. and R.M. may be entitled, in law or in equity, under any agreement or otherwise, with all of which rights, claims, actions, defenses, setoffs or recoupments being expressly reserved. Counsel for CDC #19-11521 Plaintiffs, B.L. and R.M. can be reached at: GERALD E. MEUNIER, Esq. BRITTANY R. WOLF-FREEDMAN, Esq. GAINSBURGH, BENJAMIN, DAVID MEUNIER & WARSHAUER, L.L.C. 2800 Energy Centre 1100 Poydras Street New Orleans, LA 70163-2800 Telephone: (504) 522-2304 E-mail: gmuenier@gainsben.com bwolf@gainsben.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2LKxLa6 About the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans is a non-profit religious corporation incorporated under the laws of the State of Louisiana. On the Web: https://www.nolacatholic.org/ Created as a diocese in 1793, and established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square Miles in southeast Louisiana and includes eight civil parishes -- Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. The archdiocese is represented by Jones Walker LLP. Donlin, Recano & Company, Inc., is the claims agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 20, 2020. The committee is represented by Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP. Berkeley Research Group, LLC is the committee's financial advisor. AT HOME GROUP: Sees Q4 Comparable Store Sales of 23% to 24% ----------------------------------------------------------- At Home Group Inc. provided an update on comparable store sales for the fourth quarter ending Jan. 30, 2021 as well as current liquidity. Lee Bird, chairman and chief executive officer, stated: "Fourth quarter comps for both our everyday and seasonal assortments are playing out ahead of our expectations, and our balance sheet remains in great shape. We are excited about the continued strong momentum in our business and our inventory position as we head into fiscal 2022." Fourth Quarter Fiscal 2021 Update * The Company expects Q4 comparable store sales of approximately 23% to 24% compared to prior expectation of a mid-to-high teens increase. * As of the end of its fiscal month of December, the Company had total liquidity of $456 million, including $162 million in cash and $294 million in borrowings available under its credit facility. As previously reported, total liquidity as of the end of the third quarter of fiscal 2021 was $360 million, including $34 million in cash and $326 million in borrowings available. Participation in Upcoming Conferences * Mr. Bird and Chief Financial Officer Jeff Knudson participated in a fireside chat at the Wolfe Research Hardlines/ Broadlines Access Day on Jan. 8, 2021. * Mr. Bird and Mr. Knudson will also participate in a fireside chat at the ICR Conference 2021 on Jan. 11, 2021 at 8:30 a.m. Eastern Time. Additionally, Mr. Bird will participate in a "No Place Like Home" panel on Jan. 12, 2021 at 12:30 p.m. Eastern Time. About At Home Group Inc. At Home (NYSE: HOME), is a home decor retailer offering more than 50,000 on-trend home products to fit any budget or style, from furniture, mirrors, rugs, art and housewares to tabletop, patio and seasonal decor. At Home is headquartered in Plano, Texas, and currently operates 219 stores in 40 states. At Home recorded a net loss of $214.4 million for the year ended Jan. 25, 2020, compared to net income of $48.99 million for the year ended Jan. 26, 2019. As of Oct. 24, 2020, the Company had $2.37 billion in total assets, $1.97 billion in total liabilities, and $399.64 million in total shareholders' equity. BEAL MANUFACTURING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Beal Manufacturing, Inc. 2403 Lowell Road Gastonia, NC 28054 Chapter 11 Petition Date: January 12, 2021 Court: United States Bankruptcy Court Western District of North Carolina Case No.: 21-30027 Judge: Hon. Laura T. Beyer Debtor's Counsel: Richard S. Wright, Esq. MOON WRIGHT & HOUSTON, PLLC 121 West Trade Street Suite 1950 Charlotte, NC 28202 Tel: 704-944-6560 Fax: 704-944-0380 E-mail: rwright@mwhattorneys.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Giles Beal, president. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/2VVDLVA/Beal_Manufacturing_Inc__ncwbke-21-30027__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Ascend Performance $27,720 Materials, Inc. PO Box 846301 Dallas, TX 75284-6301 2. B&W Fiber Glass, Inc. $126,403 PO Box 734747 Dallas, TX 75373-4747 3. BB&T (SBA PPP Loan) $482,700 830 Groves Street Lowell, NC 28098 4. Carolina Commerce $2,000,000 (Line of Credit) 543 S. New Hope Road Gastonia, NC 28054 5. Cocona, Inc. $15,191 5480 Valmont Rd Ste 300 Boulder, CO 80301 6. David C. Poole $28,300 Company PO Box 2107 Greenville, SC 29602 7. DeSales Trading $34,522 Company, Inc. 609 Tucker Street PO Box 269 Burlington, NC 27216-0269 8. Duke Energy $325,829 PO Box 70516 Charlotte, NC 28272-0561 9. FiberQuest LLC $216,180 PO Box 4398 Florence, SC 29502-4398 10. Ivodex Enterprixes, Inc. $11,583 18 Four Seasons Place Suite 203 Toronto, Canada M9B 6E7 11. Mitsui & Co. (USA), Inc. $166,360 PO Box 98646 Chicago, IL 60693 12. Optimer, Inc. $274,796 28 Kennedy Blvd Suite 300 East Brunswick, NJ 08816 13. Ozark Partners, Inc. $457,413 2403 Lowell Road Ranlo, NC 28054 14. Patrick Yarn Mills, Inc. $51,452 PO Box 1847 Kings Mountain, NC 28086 15. PurThread Technologies $8,546 1204 Market Village Pl Suite 235 Morrisville, NC 27560 16. Ron Sytz $310,770 3416 Country Club Drive Gastonia, NC 28056 17. RSM Company $56,987 PO Box 403876 Atlanta, GA 30384-3876 18. Saurer Components $8,313 (Technologies) PO Box 13243 Newark, NJ 07101-3243 19. Town of Ranlo $39,404 1624 Spencer Mountain Rd Gastonia, NC 28054 20. Ventex $145,366 PO Box 2720 Ashburn, VA 20146-2720 BEST VIDEO: Seeks June 21 Extension of Deadline to Confirm Plan --------------------------------------------------------------- Best Video Studio, LLC, d/b/a IGOTOFFER, filed a motion to extend by 120 days, through and including June 21, 2021, its deadline to file a Plan of Reorganization and Disclosure. On Jan. 5, 2021, the Debtor filed the Chapter 11 Small Business Disclosure Statement with Exhibits and Chapter 11 Small Business Plan of reorganization The Debtor tells the Court that the first requested extension of the time period for confirmation is warranted and necessary to afford the Debtor a meaningful opportunity to pursue the chapter 11 reorganization process and build a consensus among economic stakeholders, all as contemplated by chapter 11 of the Bankruptcy Code. According to the Debtor, the extension of the time period for confirmation will enable the Debtor to harmonize the diverse and competing interests that exist and seek to resolve any conflicts in a reasoned and balanced manner for the benefit of all parties in interest. Attorney for the Debtor: Alla Kachan, Esq. Law Offices of Alla Kachan, P.C. 3099 Coney Island Avenue, Third Floor Brooklyn, NY 11235 Tel.: (718) 513-3145 About Best Video Studio Best Video Studio, LLC -- https://igotoffer.com/ -- owns an online business providing the service for consumers to exchange their used Apple products, such as iPhone, iPad, MacPro, etc. for cash, through the company's virtual platform. The Debtor filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-45523) on September 13, 2019. The Hon. Nancy Hershey Lord oversees the Case. Alla Kachan, Esq. of LAW OFFICES OF ALLA KACHAN, P.C., is the Debtor's Counsel. At the time of filing, the Debtor had $200,510 total assets and $1,143,830 total liabilities. BLACK AND WHITE: Seeks to Hire Kirby Aisner as Legal Counsel ------------------------------------------------------------ Black and White Stripes, LLC and Eastern Canal Film, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Kirby Aisner & Curley, LLP as their legal counsel. The Debtors need the firm's legal assistance to file an objection to Royal West Property Corp. and Fosso Bianco Holdings' request to dismiss their Chapter 11 cases. The Debtors had previously filed an application to hire Cushner & Associates, P.C. as their bankruptcy counsel but the court denied the application following objections from Royal West Property Corp. and Fosso Bianco. Kirby Aisner's hourly rates are: Partners $425 to $525 Associates $295 Paraprofessionals $150 The Debtors propose to pay the firm a post-petition retainer in the amount of $5,000. Julie Cvek Curley, Esq., a partner at Kirby Aisner, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Kirby Aisner can be reached at: Julie Cvek Curley, Esq. Kirby Aisner & Curley LLP 700 Post Road, Suite 237 Scarsdale, NY 10583 Tel: (914) 401-9500 Email: jcurley@kacllp.com About Black and White Stripes and Eastern Canal Film Black and White Stripes, LLC and Eastern Canal Film, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 20-12439) on Oct. 15, 2020. Mauro La Villa, the Debtors' managing member, signed the petitions. At the time of the filing, the Debtors were estimated to have less than $50,000 in assets and $1 million to $10 million in liabilities. Judge Martin Glenn oversees the cases. BLINK CHARGING: Plans to Sell 5 Million Common Shares ----------------------------------------------------- Blink Charging Co. intends to offer and sell 5,000,000 shares of its common stock in an underwritten registered public offering. All shares of common stock to be sold in the proposed offering will be offered by the Company, except that certain selling stockholders, together with the Company, expect to grant the underwriter for the offering a 30-day option to purchase up to an additional 15% of the shares of common stock sold in the offering. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering. Blink intends to use the net proceeds from the proposed offering to supplement its operating cash flows to fund EV charging station deployment and finance the costs of acquiring competitive and complementary businesses, products and technologies as a part of its growth strategy, and for working capital and general corporate purposes. Barclays is acting as the lead book-running manager for the proposed offering. About Blink Charging Based in Miami Beach, Florida, Blink Charging Co. (OTC: CCGID) f/k/a Car Charging Group Inc. -- http://www.CarCharging.com/-- is an owner and operator of electric vehicle charging stations in the United States and a growing presence in Europe, Asia, Israel, the Caribbean, and South America. The Blink Network utilizes proprietary cloud-based software that operates, maintains, and tracks the EV charging stations connected to the network, along with the associated charging data. The Company has established key strategic partnerships to roll out adoption across numerous location types, including parking facilities, multifamily residences and condos, workplace locations, health care/medical facilities, schools and universities, airports, auto dealers, hotels, mixed-use municipal locations, parks and recreation areas, religious institutions, restaurants, retailers, stadiums, supermarkets, and transportation hubs. As of Sept. 30, 2020, the Company had $23.44 million in total assets, $7.20 million in total liabilities, and $16.24 million in total stockholders' equity. Marcum LLP, in New York, the Company's auditor since 2014, issued a "going concern" qualification in its report dated April 2, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BUFFBURGER #1: Plan Confirmed After Objections Resolved ------------------------------------------------------- Judge Christopher Lopez has entered an order approving the Combined Plan and Disclosure Statement filed by BuffBurger #1, L.P., on Nov. 23, 2020, as modified. The Court on Nov. 30, 2020 entered an order conditionally approving the Debtor's Disclosure Statement and set a Jan. 6 hearing to consider confirmation of the Plan. Three creditors cast ballots. Two Class 5, Unsecured creditors voted in favor of the Plan and Texas Citizens Bank submitted three ballots rejecting the Plan, one for its Class 3secured claim and two for its Class 5, unsecured claim. Pursuant to an agreement, Texas Citizens Bank has agreed to withdraw its two unsecured ballots. One objection was filed on behalf of Spring Branch ISD and the City of Houston. Additionally, Harris County, the Texas Comptroller of Public Accounts ("Comptroller") and Texas Workforce Commission ("TWC") raised objections to certain provisions of the Plan. Each of those objections has been resolved by agreement as provided for in the Plan Confirmation Order. Weingarten Realty Investors similarly raised an objection related to the Debtor's Motion to Assume the Weingarten Lease [and its Limited Objection thereto which are resolved by the Plan Confirmation Order. Pursuant to an agreement with Spring Branch ISD, the City of Houston and Harris County (the Class 1, Property Tax Claimants), the Debtor has agreed to include language in the Plan that would resolve the objection. Further, pursuant to the agreement with the Property Tax Claimants, the Plan will require any secured creditor to provide notice to the Property Tax Claimants of any default and its intention to take possession of any of the Debtor's tangible personal property as follows: Any secured creditor having a claim on the Debtor's tangible personal property shall file notice in advance with the court of a plan default and its intention to take possession of any of the Debtor's tangible personal property. Notice by any secured creditor of a plan default authorizes the Property Tax Claimants to immediately avail itself of any and all remedies it has with respect to such collateral under Texas law without further order of the bankruptcy court. This provision shall not restrict Weingarten's right to take possession of any leased premises. Pursuant to an agreement with the Comptroller and TWC, the Debtor has agreed to include certain provisions to the Plan. Texas Citizens Bank has agreed to withdraw its two unsecured claim ballots in exchange for Debtor paying it an additional $12,000 in equal monthly installments in 2023-2025 (i.e., $333.33per month). Texas Citizens Bank's Class 3, Secured claim is not impacted by this agreement, but Texas Citizens Bank will not participate in the pro rata distribution to the unsecured creditors. Pursuant to an agreement with Weingarten, the Debtor has agreed to include the certain provisions in the Plan. Further, as provided in the Plan, Weingarten's reasonable and necessary attorney's fees are to be paid in full, but are subject to court review and approval. However, under the terms of their agreement, the Debtor has agreed to not object to Weingarten's fees up to and including the amount asserted in its Limited Objection of $9,850. In connection with its review of the Debtor's September, October and November 2020Monthly Operating Reports, Weingarten noted various personal charges by the Burdens using the Debtor's debit card. The Burdens and the Debtor have agreed to perform an accounting of the charges. To the extent that the charges, when coupled with other amounts transferred to the Burdens as compensation exceed $4,500.00 per month, the Burdens will reimburse the Debtor. The accounting will be provided to Weingarten's counsel within fifteen days and if the parties agree on the amount, the Burdens will reimburse the Debtor within 15 days. If the parties cannot agree, either party may request a hearing. On the Effective Date, all property of the Debtor shall vest in Reorganized Debtor free and clear of all liens, claims, interests, and charges arising on or before the confirmation of the Plan, except as provided in this Plan or in this Order, on the condition that the Reorganized Debtor comply with the terms of this Plan, including the making of all payments to creditors provided for in this Plan. If the Reorganized Debtor defaults in performing under the provisions of this Plan and this case is converted to a case under chapter 7 prior to substantial consummation of this Plan, all property vested in the Reorganized Debtor and all subsequently acquired property owned as of or after the conversion date shall re-vest and constitute property of the bankruptcy estate in the converted case. A copy of the Plan Confirmation Order is available at https://bit.ly/3nAzQ5T Terms of Reorganization Plan BuffBurger #1, L.P. submitted a Combined Plan and Disclosure Statement that says that the Debtor will use operating income to make substantial distributions to creditors over the next five years. The key terms of the Plan are as follows: * Texas Citizen's secured claim paid in full with interest over five years; * Property Taxing Authorities secured claims paid in full with interest over three years; * Prepetition IRS payroll taxes paid in full with interest over four and half years; * Prepetition Sales, Franchise and TWC taxes paid in full with interest over four years; * Assume and cure of amounts due to the Debtor's landlord, Weingarten Realty, over approximately 18 months; and * Pro rata distributions to general unsecured creditors totaling $50,000. A full-text copy of the Combined Plan and Disclosure Statement dated Jan. 6, 2021, is available at https://bit.ly/3oxgXlz from PacerMonitor.com at no charge. Attorneys for the Debtor: JOHN AKARD JR. COPLEN & BANKS PC 11111 McCracken Dr., Suite A Cypress, Texas 77429 Telephone: (832) 237-8600 Facsimile: (832) 202-2088 E-mail: johnakard@attorney-cpa.com About BuffBurger #1 BuffBurger #1, L.P., is a fast-casual dining concept which flame grills hand-crafted burgers from fresh ingredients. It only has one asset, a restaurant and its contents located in West Houston at 1014 Wirt Road, No. 220, Houston, Texas. BuffBurger #1, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-30689) on Jan. 28, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Christopher M. Lopez oversees the case. The Debtor tapped John Akard Jr., Esq., as its legal counsel and HCFO Group as its accountant. CAMP WOOF: Seeks Approval to Hire Paul Reece as Legal Counsel ------------------------------------------------------------- Camp Woof Of Norcross LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to hire Paul Reece Marr, P.C. as its bankruptcy counsel. Paul Reece will provide services in connection with the Debtor's Chapter 11 case, which include: (a) advising the Debtor regarding its powers and duties in the continued operation and management of its affairs; (b) preparing legal papers pursuant to the Bankruptcy Code; and (c) performing all other legal services. Paul Reece will be paid at these rates: Paul Reece Marr, Esq. $375 per hour Paralegal $175 per hour Clerical $50 per hour The Debtor will reimburse the firm for any expenses incurred. Paul Reece Marr, Esq., a member of the firm, disclosed in court filings that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Paul Reece Marr, Esq. Paul Reece Marr, P.C. Governors Ridge Office Park 1640 Powers Ferry Road Building 24, Suite 350 Marietta, GA 30067 Tel.: 770-984-2255 Email: paul.marr@marrlegal.com About Camp Woof Of Norcross Camp Woof Of Norcross LLC filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 20-72802 ) on Dec 18, 2020. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Paul Reece Marr, P.C. serves as the Debtor's legal counsel. CARPENTER'S ROOFING: Confirmation Hearing Delayed to Jan. 20 ------------------------------------------------------------ Judge Mindy A. Mora has granted Carpenter's Roofing & Sheet Metal, Inc.'s ex-parte motion to continue the hearing on approval of Disclosure Statement and confirmation of Chapter 11 Plan and related confirmation deadlines. Judge Mora ordered that the confirmation hearing and hearing on fee applications will be held on Jan. 20, 2021, at 1:30 p.m. at the United States Bankruptcy Court, 1515 N. Flagler Drive, Courtroom A, West Palm Beach, FL 33401. In seeking a two-week delay, the Debtor explained that it is continued negotiations with creditor Department of the Treasury – Internal Revenue Service relative to these contested matters: a. Second Amended Objection to Claim of February 26, 2020; b. Response to Second Amended Objection to Claim on March 27, 2020; c. Motion to Reject the Settlement Agreement as an Executory Contract with the IRS on May 2, 2019 filed by the Debtor. The Debtor and the IRS have been in continued negotiation relative to the above referenced matters and the Debtor has been advised that the resolution is in the final approval process with the IRS. About Carpenter's Roofing Carpenter's Roofing & Sheet Metal, Inc., is a roofing contractor headquartered in West Palm Beach, Fla. It was founded in 1931 by Howard Carpenter. On the Web: https://carpentersroofing.com/ Carpenter's Roofing & Sheet Metal sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24798) on Nov. 29, 2018. At the time of the filing, the Debtor disclosed $1,040,593 in assets and $1,838,038 in liabilities. Judge Mindy A. Mora oversees the case. The Debtor hired Kelley & Fulton, PL, as its legal counsel, Ian E. Robinson, Esq., of Adams Coogler, P.A. as special counsel, and Rinehimerbaker LLC as accountant. CBAV1 LLC: Seeks to Hire Swindell & Pearson as Special Counsel -------------------------------------------------------------- CBAV1, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Swindell & Pearson as its special counsel. Swindell & Pearson will represent the Debtor in connection with the filing of renewals of patents of 12 foreign jurisdictions in Europe as well as the filing and payment of certain fees due in connection with the renewals. The professionals who are likely to work on these matters are Martin Terry, Esq., and attorney, and Helen Brown, an IP administrator. Swindell & Pearson has no connection with the Debtor and is not an insider or affiliate of the Debtor, according to court filings. The firm can be reached through: Martin A. Terry Swindell & Pearson 48 Friar Gate Derby, DE1 1GY Tel: +44 1332 367 051 Email: martin.terry@patents.co.uk About CBAV1 LLC Bethlehem, Penn.-based CBAV1, LLC filed a Chapter 11 petition (Bankr. E.D. Pa. Case No. 20-14310) on Oct. 30, 2020. In its petition, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Rachel Chell, manager, signed the petition. Judge Patricia M. Mayer presides over the case. Ciardi Ciardi & Astin serves as the Debtor's bankruptcy counsel. CDT DE SAN SEBASTIAN: Plan Deadline Again Extended; UST Wants MORs ------------------------------------------------------------------ Nancy J. Gargula, the U.S. Trustee for Region 21, on Jan. 6, 2021, filed a motion asking the Bankruptcy Court to reconsider its latest order granting CDT De San Sebastian Inc.'s motion for a third extension of the deadline to file its deadline to file its plan, disclosure statement and operating reports. At the status conference held on May 13, 2020, the Court ordered that the Disclosure Statement and Plan be filed by Sept. 15, 2020. In September 2020, the Debtor sought and obtained an extension of time to file its plan, disclosure statement and operating reports. On Dec. 11, 2020, the Debtor obtained court approval of another 60-day extension of the deadline. The Debtor again argued that it was unable to comply with the deadline because of the pending audit. On Dec. 22, 2020, the Debtor filed another motion requesting another "final" 60-day extension to file the Disclosure Statement, Plan and pending operating reports. The Debtor again cited the pandemic and audit as reasons for its inability to produce the documents. On Dec. 30, 2020, the Court granted the Debtor's third motion for an extension of time, and ordered that the documents be filed by Feb. 22, 2021. The U.S. Trustee notes that the last operating report that has been filed by Debtor corresponds to the month of May 2020, and was filed on June 17, 2020, that is, over six months ago. The United States Trustee submits that Debtor's third motion for extension of time, which would have the effect of extending the period to file the operating reports for June, July, and August 2020, by 216, 185 and 154 days, respectively, is unreasonable. Particularly in light of the fact that Debtor's last operating report was filed over six months ago. Plus, the Debtor had hired an accountant back in June of 2020, and had been filing operating reports up until June 17, 2020, that is, after the onset of the pandemic. The U.S. Trustee asserts that the Court should reconsider its Dec. 30 order, and deny Debtor's third motion for extension of time to file the Disclosure Statement, Plan and operating reports. About CDT De San Sebastian CDT De San Sebastian Inc., a tax-exempt entity that operates an outpatient care center in San Sebastian, P.R., sought Chapter 11 protection (Bankr. D.P.R. Case No. 19-06636) on Nov. 13, 2019. At the time of the filing, Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Brian K. Tester oversees the case. Debtor has tapped Jose Ramon Cintron, Esq., as its legal counsel, and JE&MA CPA Consulting Solutions LLC, as its accountant. CEC ENTERTAINMENT: Moody's Assigns Caa1 CFR, Outlook Negative ------------------------------------------------------------- Moody's Investors Service assigned CEC Entertainment, LLC ("CEC") a Caa1 corporate family rating and B3-PD probability of default rating. In addition, Moody's assigned a B2 rating to the company's proposed $200 million 1st lien first-lien senior secured term loan. The outlook is negative. "The Caa1 CFR reflects our view that government imposed capacity restrictions to help stem the spread of the coronavirus will remain in place at least thru the end of the first quarter of 2021 and possibly longer until health safety concerns abate," stated Bill Fahy Moody's Senior Credit Officer. For the LTM period ending September 30, 2020, leverage was extremely high at over 15 times and will deteriorate further before it begins to stabilize and gradually improve while interest coverage will remain negative for an extended period. "Overall, CEC's business model is more affected by government imposed capacity restrictions versus a standard restaurant given its high reliance on in-restaurant entertainment which accounted for the majority of earnings" stated Fahy. Moody's regards the corona-virus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Proceeds from the proposed $200 million 1st lien senior secured term loan, will be used to repay about $100 million of debtor-in-possession debt, pay bankruptcy fees and expenses and add approximately $56 million of cash to the balance sheet. The company's debt capital structure will also include a pre-petition $175 million 2nd lien senior secured term loan that is owned by pre-petition lenders and as a result does not provide any additional liquidity. CEC Entertainment, Inc. ("CEC Inc.") filed for Chapter 11 in June 2020 as a result of its high leverage driven in part by its debt financed leveraged buyout by an affiliate of Apollo Investments in February 2014 as well as the negative impact from government restrictions of on-premise dining, entertainment and arcade rooms. CEC Inc. emerged from bankruptcy on December 30, 2020. As part of its exiting bankruptcy all of CEC Inc.'s assets, non-debt liabilities and operations will be acquired by CEC with CEC also assuming all of CEC Inc.'s outstanding debt, including the $200 million 1st lien first-lien senior secured term loan and $175 million 2nd lien senior secured term loan. Assignments: Issuer: CEC Entertainment, LLC Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned Caa1 Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: CEC Entertainment, LLC Outlook, Assigned Negative RATINGS RATIONALE The Caa1 CFR reflects Moody's view that government imposed capacity restrictions to help stem the spread of the coronavirus will remain in place at least thru the end of the first quarter of 2021 and possibly longer until health safety concerns abate. These government imposed capacity restrictions as well as consumer's health safety concerns will continue to impact CEC's ability to materially improve credit metrics over the next 12 to 18 months despite the reduction of debt as a part of the bankruptcy process. For the LTM period ending September 30, 2020, leverage was extremely high at over 15 times and will deteriorate further before it begins to stabilize and gradually improve while interest coverage will remain negative for an extended period. Overall, CEC's business model is more affected by government imposed capacity restrictions versus a standard restaurant given its high reliance on in-restaurant entertainment which accounted for the majority of earnings. CEC's rating is also constrained by its current level of free cash flow deficits and the likelihood that the free cash flow deficits will continue until operating performance materially rebounds. While CEC will have a meaningful cash balance following its emergence from bankruptcy and will be able to pay-in-kind a portion of its interest, it will need to stem its current pace of cash flow deficits in order to preserve its liquidity as it will not have in place any external liquidity sources such as a revolving credit facility. The ratings also incorporate the company's high seasonality of earnings in the first quarter and store concentration in California, Texas and Florida. The ratings are supported by CEC's meaningful scale, good EBITDA margins driven by its entertainment focus versus peers and reasonable level of brand awareness. Governance risk is also a key ratings factor given that CEC's will be owned by its former debt holders as well as new debt holders. Financial strategies are always a key risk of privately-owned companies with regards to the potential for higher leverage, extractions of cash flow via dividends, or more aggressive growth strategies. The corona-virus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of the restaurant sector from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. The negative outlook reflects Moody's view that debt to EBITDA will remain extremely high and EBIT to interest coverage will stay very weak over the next 12-18 months as government restrictions on in-door dining and activities are unlikely to materially subside on a consistent and sustained basis across the US for an extended period. The B2 rating on the first lien senior secured term loan is two notches above the assigned CFR. The B2 reflects the first lien term loan's senior position in the capital structure with respect to the company's $175 million 2nd lien senior secured term loan and other non-debt liabilities that include trade claims and lease rejection claims. The credit facilities are expected to contain covenant flexibility for transactions that could adversely affect creditors, including: incremental facility capacity in an aggregate principal amount up to $75 million; provisions permitting the transfer of assets to excluded subsidiaries, with no additional "blocker" protections; and automatic releases of guarantees provided by subsidiary guarantors when such subsidiaries cease to constitute a subsidiary loan party or otherwise become an excluded subsidiary by virtue of becoming non-wholly-owned, subject to restrictions limiting guarantee releases unless either (x) the borrower no longer owns any equity interests of such subsidiary guarantor or (y)(1) such transaction is entered into for a bona fide business purpose (and not to evade the Collateral and Guarantee Requirement) and (2) such subsidiary becomes a bona fide joint venture with a non-affiliate. There are no leverage-based step downs to the requirement that net asset sale proceeds prepay the loans. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded should operations return to a level that is able to sustain debt to EBITDA below 6.5x and EBIT to interest expense above 1.1x. An upgrade would also require maintaining at least good liquidity. Ratings could be downgraded if liquidity were to weaken for any reason, if occupancy restrictions remain in place beyond current assumptions or if earnings failed to improve following a wide spread lifting of government restrictions on restaurant occupancy. CEC is headquartered in Irving, Texas, and owns, operates, and franchises a total of 568 Chuck E. Cheese stores and 114 Peter Piper Pizza locations that provide family-oriented dining and entertainment in 47 states and 16 foreign countries. CEC is owned by a group that includes both pre-petition debt lenders as well as new debt lenders. Revenue for the full year 2019 were about $913 million but have fallen to around $350 million for 2020. The principal methodology used in these ratings was Restaurant Industry published in January 2018. CEC ENTERTAINMENT: S&P Assigns 'CCC' ICR After Bankruptcy Exit -------------------------------------------------------------- S&P Global Ratings assigned its 'CCC' issuer credit rating to CEC Entertainment LLC following the company's emergence from bankruptcy. S&P also assigned its 'B-' issue-level rating (two notches above its issuer credit rating) and '1' recovery rating to the company's $200 million first-lien exit facility. The '1' recovery rating indicates S&P's expectation that lenders will receive very high recovery (90%-100%; rounded estimate: 95%) of their principal in the event of a payment default or bankruptcy. The negative outlook indicates that S&P could lower its ratings on the company if unfavorable operating conditions over the next 12 months lead to a deterioration in its cash flow, liquidity, and credit metrics. The 'CCC' rating and negative outlook reflect S&P's view that CEC will face an arduous path to recover the sales and EBITDA it lost during the pandemic due to the continued negative short-term prospects for the out-of-home entertainment industry. Despite the company's improving cash flow and reduced debt following the restructuring, a continued poor performance would likely lead to elevated leverage and constrained liquidity. CEC's performance has been significantly depressed by the coronavirus pandemic and its recovery prospects remain weak. S&P said, "We currently forecast that the company's revenue will decline by more than 40% in fiscal year 2021, relative to fiscal year 2019, due to the effects of its elongated store closures and the limited demand at its reopened venues. Despite a modest improvement in its sales since the peak of its venue closures in 2020, we do not expect the out-of-home entertainment industry to fully recover in the near term because consumers may choose to avoid such venues until a vaccine is widely available. In addition, local government restrictions, such as capacity constraints and the reopening of indoor dining--but not gaming--will limit the recovery in CEC's sales. We anticipate the permanent closure of roughly 10% of the company's venues and limited demand will cause its fiscal-year 2022 sales to be approximately 15% lower than in fiscal year 2019. Although CEC operates in the higher-margin entertainment category, we expect it to report reduced profitability over at least the next 12 months due to its decreased sales leverage." "Despite our forecast for an improvement in its cash flow profile in 2021, we believe CEC's liquidity may be pressured over the next 12 months. While we expect the company to save about $20 million-$30 million in annual cash flow by accruing its interest using a payment-in-kind (PIK) option, its post-emergence capital structure does not include a revolving credit facility, which reduces its financial flexibility. If the conditions in its industry worsen, we expect that CEC's liquidity sources could rapidly deteriorate, which would constrain its liquidity position. This risk is amplified by the company's small liquidity base and volatile industry conditions. Therefore, we believe that CEC currently depends on favorable market conditions to meet its financial commitments and generate enough cash to maintain its operations, which contributes to our view that its capital structure is currently unsustainable." "The company has materially reduced its debt burden, though we expect its leverage to remain elevated. Upon its emergence from bankruptcy, CEC's capital structure will comprise the new $200 million first-lien exit facility and a new $175 million second-out term loan. The company will use the proceeds from the exit facility to refinance its $200 million debtor-in-possession (DIP) facility. Both term loans have a PIK option for the next two to three years (though a portion is still cash pay) that will provide CEC with a cash flow cushion to execute its turnaround as industry conditions improve. We forecast the company's leverage will remain elevated through fiscal year 2020 but decline modestly to between 8x and 9x in fiscal year 2021. The expected improvement in CEC's leverage reflects our forecast for a recovery in its EBITDA margin on its leveraging of fixed costs and its reduced expenses stemming from management's focus on operating initiatives. Still, we expect its EBITDA to remain well below 2019 levels in fiscal year 2021." "The negative outlook on CEC reflects our forecast for tough operating conditions and the probability that its cash flow, liquidity position, and credit metrics may deteriorate further over the next 12 months." S&P could lower its rating on CEC if: -- The recovery in its revenue and EBITDA takes longer than anticipated or is weaker than S&P expects such that it pressures the company's liquidity; or -- S&P envisions a specific default scenario over the next six months, including a near-term liquidity shortfall or financial covenant violation. S&P could raise its rating on CEC if: -- The recovery in its operating performance is better than S&P expects over the next few quarters, increasing its confidence that its recent business improvements are sustainable; and -- S&P believes it will have sufficient liquidity to support its business operations and make the required debt service payments. CHESAPEAKE ENERGY: Company Is Worth $5.1 Billion, Judge Rules ------------------------------------------------------------- Steven Church of Bloomberg News reports that Chesapeake Energy Corp. is worth $5.1 billion, a figure that's higher than the company and certain lenders claim, but lower than what unsecured creditors have been pushing, according to the judge overseeing the bankruptcy of the oil and gas driller. The number is important because it may impact recovery values for unsecured creditors. Chesapeake and its senior lenders, including Franklin Resources Inc., have argued that the company is worth about $4.2 billion, an estimate that would've been unlikely to provide much of a recover for lower-ranking creditors. About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc. as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. CRED INC: Committee Taps Dundon Advisers as Financial Advisor ------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of Cred Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Dundon Advisers LLC as its financial advisor. Dundon Advisers will render these services: (a) Assist in the analysis, review and monitoring of the restructuring process; (b) Develop a complete understanding of the Debtors' businesses and their valuations; (c) Determine whether there are viable alternative paths for the disposition of the Debtors' assets from those being currently proposed by the Debtors; (d) Monitor and, to the extent appropriate, assist the Debtors in efforts to develop and solicit transactions which would support unsecured creditor recovery; (e) Assist the committee in identifying, valuing and pursuing estate causes of action; (f) Assist the committee to address claims against the Debtors and to identify, preserve, value, and monetize tax assets of the Debtors; (g) Advise the committee in negotiations with the Debtors and third parties; (h) Assist the committee in reviewing the Debtors' financial reports; (i) Review and provide analysis of any proposed disclosure statement and Chapter 11 plan and, if appropriate, assist the committee in developing an alternative plan; (j) Attend meetings and assist in discussions with the committee, the Debtors, the U.S. Trustee, and other parties-in-interest and professionals; (k) Present at meetings of the committee as well as meetings with other key stakeholders and parties; (l) Provide testimony on behalf of the committee as and when may be deemed appropriate; and (m) Perform other advisory services for the committee. The hourly rates of the firm's professionals are as follows: Alex Mazier $700 Ammar Alyemany $400 April Kimm $525 Colin Breeze $630 Demetri Xistris $550 Eric Reubel $600 Harry Tucker $475 Heather Barlow $700 HeJing Cui $400 Laurence Pelosi $700 Lee Rooney $400 Matthew Dundon $750 Mark Friedler $675 Michael Garbe $525 Ming Shen $650 Peter Hurwitz $700 Phillip Preis $650 Tabish Rizvi $550 Dundon Advisers agrees to discount its receivables to the extent necessary such that total fees billed do not exceed $550 per hour across all professionals. In addition, Dundon Advisers will be reimbursed for out-of pocket expenses. Matthew Dundon, a principal at Dundon Advisers, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Matthew Dundon Dundon Advisers LLC 440 Mamaroneck Avenue, Fifth Floor Harrison, NY 10528 Telephone: (914) 341-1188 Facsimile: (212) 202-4437 Email: md@dundon.com About Cred Inc. Cred Inc. -- https://mycred.io/ -- is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. It is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred serves customers in over 100 countries. Cred and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3, 2020. The committee tapped McDermott Will & Emery LLLP as counsel and Dundon Advisers LLC as financial advisor. CROWDSTRIKE HOLDINGS: Moody's Assigns Ba3 Corp. Family Rating ------------------------------------------------------------- Moody's Investors Service assigned to CrowdStrike Holdings, Inc. a first-time Ba2 Corporate Family Rating, Ba2-PD Probability of Default Rating, and a Speculative Grade Liquidity rating of SGL-1. Moody's also assigned a Ba3 rating to CrowdStrike's proposed $750 million of senior unsecured notes. CrowdStrike expects to use proceeds from the notes offering for general corporate purposes. The ratings outlook is stable. Assignments: Issuer: CrowdStrike Holdings, Inc. Corporate Family Rating, Assigned Ba2 Probability of Default Rating, Assigned Ba2-PD Speculative Grade Liquidity Rating, Assigned SGL-1 Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) Outlook Actions: Issuer: CrowdStrike Holdings, Inc. Outlook, Assigned Stable RATINGS RATIONALE The Ba2 CFR reflects Moody's expectations for rapid strengthening of CrowdStrike's financial profile driven by high revenue growth rates and improving profitability. Moody's analyst Raj Joshi said, "We expect revenues to grow by nearly 80% in fiscal year ending in January 2021, and to double over the following two years." CrowdStrike's exceptional growth rates benefit from secular tailwinds from growing spending on information technology security, digital transformation of business processes, and proliferation of endpoints connecting the networks and workloads. Joshi added, "We believe that CrowdStrike has structural advantages against incumbent endpoint security solutions from its cloud-based security offerings, proprietary crowdsourced graph database, and the single, lightweight agent for local detection and prevention against threats in enterprise networks." CrowdStrike's strong new customer growth, track record of organically expanding its product portfolio, success in cross-selling software modules, and solid revenue retention rates evidence the strength of its product offerings. Growing scale and operating leverage will continue to drive operating margin expansion toward the company's long-term target of over 20% (on a non-GAAP basis) over time while sustaining high growth rates. Moody's expects operating margins (non-GAAP) to increase to over 10% by FY '23, from the mid-single digits estimated for FY '21. CrowdStrike had robust cash and marketable securities balances of $1.8 billion, pro forma for the new notes offering, and Moody's expects free cash flow to increase to over $400 million in FY '23. The rating is additionally supported by CrowdStrike's growing backlog of remaining performance obligations ($1.07 billion at F3Q '21). At the same time, the Ba2 rating reflects CrowdStrike's high financial leverage, moderate operating scale, and a short operating history. Moody's does not expect CrowdStrike to generate operating income under US GAAP before FY '24. Total debt to EBITDA (incorporating Moody's standard analytical adjustments, expensing of capitalized software development expenses, growth in unearned revenues, and cash costs to acquire sales contracts) was about 4x, pro forma for the financing, and Moody's expects it to decline to the low 2x by the end of FY '23. The company's high stock-based compensation expense increased initial leverage by 1.8x. CrowdStrike operates in a highly fragmented, intensely competitive, and rapidly evolving IT information security industry. The company has primarily grown organically and given its focus on highly integrated IT security offerings, we believe the risk of degradation in credit profile from large acquisitions in the near term is low. Moody's does not expect CrowdStrike to initiate a dividend or repurchase shares over the next several years. The company has above-average risk of reputational harm and adverse impact on its business in the event of vulnerabilities in its cybersecurity offerings. The stable outlook is based on Moody's expectations that CrowdStrike will maintain very high revenue growth rates and free cash flow will increase to over $400 million by FY '23. The SGL-1 rating reflects CrowdStrike's robust cash position, an undrawn $750 million revolving credit facility, and Moody's expectations for growing free cash flow. The Ba3 rating for the company's proposed notes reflects the subordination of the notes to any borrowings under the $750 million revolving credit facility, which are secured by a first priority security interest in the assets of material domestic subsidiaries of the borrower. The obligations under the senior notes are expected to be guaranteed by the subsidiaries that guarantee the obligations under the senior secured revolving credit facility. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade CrowdStrike's ratings if the company maintains strong revenue growth rates, establishes a track record of conservative financial policies, and commits to sustaining low financial leverage. Conversely, the rating could be downgraded if revenue growth rates decelerate meaningfully, or the anticipated operating margin expansion and free cash flow growth fail to materialize. In addition, an aggressive financial policy that favors shareholder capital returns or debt-funded acquisitions that lead to a meaningful erosion in liquidity and weakening of free cash flow relative to total debt could trigger a downgrade. CrowdStrike provides cloud-based information technology security products as part of its CrowdStrike Falcon platform, and related services. The principal methodology used in these ratings was Software Industry published in August 2018. CROWDSTRIKE HOLDINGS: S&P Assigns 'BB+' ICR; Outlook Stable ----------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issuer credit rating to CrowdStrike Holdings, Inc. At the same time, S&P assigned its 'BB' issue-level rating to its proposed $750 million unsecured notes. The stable outlook reflects S&P's expectation that CrowdStrike will generate revenue, EBITDA and FOCF growth that are well above industry averages, driven by increasing focus on security within organizations, while maintaining exceptional liquidity. The rating reflects CrowdStrike's revenue growth, which is significantly above average for the security end market, its subscription-based revenue model, and the success of its Falcon platform. The company benefits from its cloud-native architecture, agent consolidation (CrowdStrike uses a single lightweight agent along with modules to address its customers' security needs), and has been recognized for its growing product leadership in the workload security space. Nonetheless, CrowdStrike operates in a very fragmented space against multiple competitors that focus on both enterprise and consumer security solutions (Microsoft, Symantec, Trend Micro, McAfee, Cisco, Fortinet, FireEye, Palo Alto Networks, etc.). CrowdStrike sells its subscriptions through its partners (AWS, Optiv, and EY) as well as its direct sales force. The company's customer base is diverse, spanning governments, large enterprises, as well as mid-market companies and small- and midsize businesses (SMBs). CrowdStrike has reported very high recurring revenue and customer growth over the past few years with current recurring revenue approaching $1 billion (from about $300 million in 2019) and about 8,500 customers (from about 2,500 customers in 2019). The company currently provides 16 security modules on its Falcon platform and 60%+ of its customers use more than four modules. S&P said, "We expect CrowdStrike to focus on expanding its business and improving its operating margins to about 20% over the longer term. The company is currently in a net cash position with no net leverage. Given its focus on growth and limited operating track record as a public company, the rating allows for room to do acquisitions. CrowdStrike's growth has been organic and the company has no history of major acquisitions. It funded its recent $96 million acquisition of Preempt Security in September 2020 with balance sheet cash and could undertake acquisitions of a similar scale in the future using its free cash flow generation." "The stable outlook reflects our expectation that CrowdStrike will generate revenue, EBITDA and FOCF growth that are well above industry averages, driven by increasing focus on security within organizations, while maintaining exceptional liquidity." "Although we view a downgrade as unlikely over the next two years due to the company's strong balance sheet, we would consider lowering our rating on CrowdStrike if its financial policy is more aggressive than we currently expect, either to support greater shareholder returns or to engage in large acquisitions, such that it sustains S&P-adjusted leverage above the 2x area." "We would consider upgrading CrowdStrike to 'BBB-' over the next 24 months if it continues to increase its revenue and EBITDA at scale while maintaining adjusted leverage below 1.5x despite its acquisitions and shareholder returns." DAVIS SAND: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Davis Sand & Gravel, Inc. 1130 W. Locust Street Canton, IL 61520 Business Description: Davis Sand & Gravel, Inc. is engaged in the business of nonmetallic mineral mining and quarrying. Chapter 11 Petition Date: January 12, 2021 Court: United States Bankruptcy Court Central District of Illinois Case No.: 21-80023 Judge: Hon. Thomas L. Perkins Debtor's Counsel: Sumner A. Bourne, Esq. RAFOOL & BOURNE, P.C. 411 Hamilton, Suite 1600 Peoria, IL 61602 Tel: (309) 673-5535 Fax: (309) 673-5537 E-mail: notices@rafoolbourne.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Lydia E. Davis, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/3JE5OZI/Davis_Sand__Gravel_Inc__ilcbke-21-80023__0001.0.pdf?mcid=tGE4TAMA DEMETRIOS ESTIATORIO: Seeks Approval to Hire Bankruptcy Attorney ---------------------------------------------------------------- The Demetrios Estiatorio, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Jason Burgess, Esq., an attorney practicing in Atlantic Beach, Fla., to handle its Chapter 11 case. Mr. Burgess will render these legal services: (a) advise the Debtor regarding its powers and duties and the continued management of its business; (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 local rules of the bankruptcy court; (c) prepare legal documents; (d) protect the interest of the Debtor in all matters pending before the bankruptcy court; and (e) represent the Debtor in negotiations with their creditors and in preparation of the disclosure statement and plan of reorganization. Prior to the petition date, the Debtor and Mr. Burgess agreed to a minimum fee of $6,738. The attorney will be compensated at his hourly rate of $350. Paralegal time will be billed at $75 per hour. Mr. Burgess disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Burgess can be reached at: Jason A. Burgess, Esq. The Law Offices of Jason A. Burgess, LLC 1855 Mayport Road Atlantic Beach, FL 32233 Telephone: (904) 372-4791 Facsimile: (904) 372-4994 About The Demetrios Estiatorio The Demetrios Estiatorio, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03677) on Dec. 30, 2020. Sophia Tratsas, manager, signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Jason A. Burgess, Esq., serves as the Debtor's legal counsel. DESOTO OWNERS: Asks Court to Bifurcate Romspen Claim ---------------------------------------------------- Desoto Owners, LLC and Desoto Holdings, LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement dated Jan. 8, 2021 which relates to the Joint Plan of Reorganization dated Dec. 22, 2020. The fundamental premise underlying the Plan is the determination by the Debtors is that the maximum recoverable value, and the creation of the funds required to make the Distributions to Holders of Allowed Claims at the earliest possible time, can best be achieved through a prompt implementation of a redevelopment of the Mall Property through a development plan that was recently preliminarily approved by Manatee County after two years of effort and substantial investment by the Debtors. The Debtors intend to initially develop the Parcel A Property -- a 22 acre portion of the 57 acre Mall Property -- and complete all plan payments upon a sale or refinance of that parcel. The Debtors will make distributions to holders of allowed claims at such times and in such amounts as is set forth in the Plan. Holders of Administrative Claims, and Priority Tax Claims will be paid on or about the Effective Date from available Cash; provided, that in the case of Priority Tax Claims, at the election of the Debtors such Claims may be paid on a deferred basis in accordance with applicable provisions of the Bankruptcy Code. Holders of Class 1 MTAG secured claim and Class 2 ATCF secured claim will receive payment of their claims in full plus interest no later than 10 days after Desoto Owners closes on its Construction Loan. The Debtors will ask the Bankruptcy Court to bifurcate the Class 3 Romspen Claim into a Secured Claim and an Unsecured Claim. Since Romspen has the right to elect treatment of its claim as a fully secured claim, the Plan proposes alternate treatment depending on Romspen's election. If Romspen does not make the election, the Romspen Secured Claim will be paid in full plus interest in two stages: When Desoto Owners closes on its Construction Loan, Romspen will relinquish its lien on the Parcel A Property and receive an amount equal to the value of the Parcel A Property. After the Parcel A Property development is completed and it is sold or refinanced, Romspen will receive the balance of payments due on its Secured Claim including interest. Romspen's Unsecured Claim will be treated as a Class 5 General Unsecured Claim. If Romspen elects treatment under 11 U.S.C. Sec. 1111(b), the first payment will be the same but the second payment will be in an amount so that Romspen will receive the face amount of its Allowed Claim in full without interest. That payment will be in an amount such that the discounted value of the two payments equals no less than the value of Romspen's Secured Claim. Hudson's, which is the Holder of the Class 4 Claims will have the option of a Cash payment of $100,000 to settle its bundle of asserted rights or else receive treatment as a Class 5 Holder of general Unsecured Claims. The Holders of Class 5 General Unsecured Claims totaling $1.4 million will receive their pro rata share of $500,000 distributable within 90 days of a sale or refinance of the Parcel A Property after it is developed and 40% of the Namdar Litigation Net Proceeds. The Holder of Class 6 Interests in the Desoto Owners will retain its Interests but will receive no distribution under the Plan. The Class 7 Holders of Interests in Desoto Holding will have their membership interests cancelled. Membership Interests in Desoto Holding will be issued to Newco—the funder of the Plan—in exchange for execution of a plan support agreement requiring total payments approximating $19 million. A full-text copy of the Disclosure Statement dated Jan. 8, 2021, is available at https://bit.ly/3bASLv4 from PacerMonitor at no charge. Attorneys for the Debtors: NUTOVIC &ASSOCIATES Isaac Nutovic, Esq. 261 Madison Avenue, 26th Floor New York, New York 10036 Tel.: (212) 789-3100 About Desoto Owners Desoto Owners LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)), owning a real property commonly known as the Desoto Square Mall, which is located at 303 301 Blvd W., Bradenton, Fla. and is situated on a 58 acre parcel of land. Desoto Owners LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20 43387) on Sep. 22, 2020. The petition was signed by Moshe Fridman, chief executive officer. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Isaac Nutovic, Esq. at NUTOVIC & ASSOCIATES represents the Debtor as counsel. DIOCESE OF CAMDEN: Feb. 4 Hearing on Disclosure Statement --------------------------------------------------------- The hearing consider the adequacy of the Disclosure Statement of The Diocese of Camden, New Jersey will be held before the Honorable Jerrold N. Poslusny, Jr. on Feb. 4, 2021, at 10:00 a.m., in 4C, Mitchell H. Cohen Courthouse, 400 Cooper Street, 4th Floor, Camden, NJ 08102. Written objections to the adequacy of the Disclosure Statement must be filed and served no later than 14 days prior to the hearing before this Court. As reported in the TCR, the Diocese of Camden, New Jersey filed with the U.S. Bankruptcy Court for the District of New Jersey a Chapter 11 Plan and a Disclosure Statement on Dec. 31, 2020. Under the Plan, general unsecured claims in Class 2 with an anticipated $24.8 million total amount of claims will recover 80.6 percent of their claims. The Plan creates a trust to fund payments to tort claims under Class 4. The Plan will be funded from cash and other assets with an expected value of $10 million will be paid or transferred, as applicable, to the trust account. A full-text copy of the Disclosure Statement dated Dec. 31, 2020, is available at https://bit.ly/3njJxW2 from PacerMonitor.com at no charge. About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DK PROPERTIES: Seeks Approval to Tap Kelley & Clements as Counsel ----------------------------------------------------------------- DK Properties, LLP seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Kelley & Clements LLP as its legal counsel. Kelley & Clements will render these legal services: (a) advise the Debtor regarding its Chapter 11 case and provide strategic advice on how to accomplish its goals in connection with the prosecution of the case; (b) Advise the Debtor of its duties and rights; (c) Prepare court documents; (d) Appear in court and at any meeting with the U.S. Trustee and creditors; (e) Interact and communicate with the court's chambers and the court's Clerk's Office; (f) Prepare and file pleadings related to contested matters, executory contracts and unexpired leases, asset sales, Chapter 11 plan and disclosure statement issues, and claims administration, and resolve objections and other matters relating thereto; and (g) Perform all other services necessary to prosecute the Debtor's case to a successful conclusion. Prior to the petition date, the Debtor made retainer payments to the firm totaling $8,000. The firm invoiced the Debtor for fees and expenses during that time period of $5,039.50, leaving a retainer balance of $2,360.50. The hourly rates for the attorneys and paralegal who are expected to have primary responsibility for the representation of the Debtor in this case are as follows: Charles N. Kelley, Jr., Partner $415 Jonathan D. Clements, Partner $250 Tammy A. Winkler, Paralegal $135 Kelley & Clements also will charge for out-of-pocket expenses. Charles Kelley, Jr., Esq., a partner at Kelley & Clements, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Charles N. Kelley, Jr., Esq. Kelley & Clements LLP P.O. Box 2758 Gainesville, GA 30503 Telephone: (770) 531-0007 Email: ckelley@kelleyclements.com About DK Properties DK Properties LLP, a Winder, Georgia-based company primarily engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-20009) on Jan. 4, 2021. H. David Smith, managing partner, signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Kelley & Clements LLP serves as the Debtor's legal counsel. DOWNTOWN DENNIS: OFF LLC Says Amended Disclosures Deficient ----------------------------------------------------------- Creditor OFF, LLC, objects to the Amended Disclosure Statement of debtor Downtown Dennis Real Estate, LLC, on grounds that the document fails to adequately provide the information required by the Court in its rulings on the Debtors initial Disclosure Statement. OFF objected to the Disclosure Statement because the Debtor did not provide sufficient information to substantiate its fair market valuation of the property in the amount of $2,850,000 or its liquidation value of half that amount. The Court agreed, and ordered that the Debtor provide the basis for those valuations. OFF points out that the Debtor states the basis for the valuation is a "preliminary market analysis," but then proceeds to acknowledge that this market analysis has not even been completed in the Amended Disclosure Statement. OFF claims that the Amended Disclosure Statement continues to provide no basis for the liquidation value, which is stated to be 50%,3 but then is stated to be 60%, along with the disclaimer that "The percentage is arbitrary." An unsecured creditor cannot make a reasoned decision based upon this information. OFF states that the Amended Disclosure Statement states that the Debtor "is in the process of entering into a new lease for the last space at $3,500 per month plus triple net charges," and that it is a 24 month lease with two free months and two at $2,500 per month. It does not identify the tenant or the tenant's business, nor does it indicate what, if any conditions, remain to be satisfied as a condition of a lease being agreed to. This information is insufficient. A full-text copy of the OFF LLC's objection dated January 8, 2021, is available at https://bit.ly/3bu8JXI from PacerMonitor at no charge. Attorney for OFF, LLC: MONTGOMERY PURDUE BLANKINSHIP & AUSTIN PLLC Michael E. Gossler WA State Bar No. 11044 701 Fifth Avenue, Suite 5500 Seattle, WA 98104 About Downtown Dennis Real Estate Downtown Dennis Real Estate, LLC, a company engaged in renting and leasing real estate properties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on Nov. 17, 2020. At the time of the filing, the Debtor disclosed total assets of $2,910,519 and total liabilities of $1,511,516. Judge Timothy W. Dore oversees the case. The Law Office of Marc S. Stern serves as the Debtor's bankruptcy counsel. EASTWEST BIOSCIENCE: Fails to File Interim Financial Statements --------------------------------------------------------------- Eastwest Bioscience Inc. posted a "default announcement", reporting that it failed to file its interim financial statements for the period ended October 31, 2020 and related management discussion and analysis and certifications before the prescribed filing deadlines. The Corporation's failure to file its Financial Statements on time is due to the following circumstances: The Company has recently changed its auditors from Adam Sung Kim Ltd. to DMCL Professional Chartered Accountants ("DMCL") and the COVID-19 pandemic has delayed various accounting and auditing procedures. The new auditors, DMCL, needed more time to complete the audit and therefore this delayed the review of the Financial Statements. The Company will also be transitioning in a new CFO. Due to the COVID-19 pandemic, the Company has experienced delays in providing to DMCL some of the information required for the completion of this interim review. Considering the foregoing factors, it is Eastwest's submission that the present circumstances warrant the imposition of a Management Cease Trade Order ("MCTO"), rather than a Cease Trade Order ("CTO"), as contemplated under National Policy 12-203 - Management Cease Trade Orders ("NP 12-203"). Eastwest's Financial Statements are required to be filed on or before January 29, 2021. Eastwest's failure to file by Jan. 29, 2021 may result in the securities commissions or regulators imposing an Issuer CTO. Eastwest fully expects to file its Financial Statements on or before Jan. 29, 2021 as prescribed by NP 12-203. Further, Eastwest confirms that it intends to satisfy the requirements to provide Default Status Reports as prescribed by NP 12-203 so long as it remains in default of its requirements to file its Financial Statements within the prescribed period of time. Should Eastwest fail to file the appropriate Default Status Reports as prescribed by NP 12-203, the securities commissions or regulators may, as a result of such failure, impose an Issuer CTO. Eastwest confirms that there are no insolvency proceedings against the Corporation. FERRELLGAS PARTNERS: S&P Lowers ICR to 'D' on Bankruptcy Filing --------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Ferrellgas Partners to 'D' from 'SD' (selective default). Its 'D' issue-level rating on Ferrellgas Partners' $357 million senior unsecured notes due in June 2020 is affirmed. S&P's 'CC' issuer credit rating on Ferrellgas L.P., its 'CCC' issue-level rating on its $700 million senior secured notes due 2025, and its 'C' issue-level rating on its $1.5 billion senior unsecured notes due 2021-2023 are unchanged. On Jan. 11, 2021, Ferrellgas Partners L.P. and Ferrellgas Partners Finance Corp. began a solicitation of votes on a pre-packaged joint plan of reorganization under a Chapter 11 bankruptcy filing with the holders of the 8.625% senior notes due 2020 and the holders of the company's existing common units. The company is planning to eliminate the debt of Ferrellgas Partners L.P. and Ferrellgas Partners Finance Corp. and refinance $1.5 billion of debt of Ferrellgas L.P. S&P expects the restructuring to have no impact on Ferrellgas L.P. and its operations. FLORA, IL: Moody's Affirms Ba1 GOULT Rating, Alters Outlook to Pos. ------------------------------------------------------------------- Moody's Investors Service has affirmed the City of Flora, IL's general obligation unlimited tax (GOULT) rating at Ba1 and has revised the outlook to positive from negative. This action affects $6.4 million in Moody's rated debt outstanding. RATINGS RATIONALE The Ba1 GOULT rating reflects long-term credit challenges including the city's very small and low income tax base that is concentrated in a small number of employers, which are also the major taxpayers and utility customers. These factors as well as some exposure to sales tax revenue make the city more vulnerable to economic volatility. The city's debt, pension and OPEB burdens are elevated. Pension contributions to date have been below tread water. Governance considerations are a driver of this rating action. The city has recently taken steps to remove near-term liquidity and debt structure risk by refunding a large bullet maturity on a private loan and restricting funds for loan repayment. Additionally, management continues to improve its liquidity and fund balances from recent lows. It has also instituted new practices that will strengthen future financial health, including implementing stricter budget controls on utility transfers and budgeting to increase its pension contributions beginning in fiscal 2021. The city's financial operations will likely continue to improve in fiscal 2021 based on favorable midyear revenue performance. RATING OUTLOOK The positive outlook reflects Moody's expectation that the city's operational and governance improvements will continue to stabilize with strengthened liquidity and financial flexibility, as well as Moody's expectation that pension contributions will increase beginning in fiscal 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Maintenance of strong reserves and liquidity - Reduction in fixed costs and debt, pension, and OPEB burdens - Expansion and diversification of tax base FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Weakening of operations at the city's top employers, taxpayers and utility payers - Increased leverage and fixed cost burden or continued weak pension contributions - Large draws on reserves and liquidity LEGAL SECURITY The city's GOULT debt is secured by its full faith and credit and pledge to levy unlimited ad valorem property taxes. In practice, the city pays the majority of GOULT debt service through revenue transfers from its enterprise funds. PROFILE The city of Flora is located in Clay County, approximately 100 miles east of St. Louis, MO (Baa1 stable). The city's estimated population was approximately 4,900 in 2019. The city provides police, fire, public works, parks and recreation, economic development, street maintenance, and electric, gas, water, and sewer utility services. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in July 2020. FLOW SERVICES: Gets Interim OK to Hire Financial Advisor -------------------------------------------------------- Flow Services and Consulting Inc. received interim approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Stout Risius Ross, LLC as its financial advisor. The firm's services will include: (a) assisting in record keeping and the preparation of financial statements; (b) reviewing financial information; (c) preparing filings required by the bankruptcy court, the Office of the United States Trustee and the Subchapter V Trustee, including, but not limited to, schedules of assets and liabilities, statements of financial affairs and monthly operating reports; (d) preparing a liquidation analysis and a monthly analysis of financial information (including analysis of significant changes financially, operationally or otherwise); (e) assisting in the preparation of the proposed business plan and financial projections; (f) assisting in preparing or reviewing documents necessary for confirmation of a Chapter 11 plan; (g) assisting with claims resolution procedures, including, but not limited to, analyses of creditors' claims by type and entity; and (h) other financial advisory services as may be required by additional issues and developments not anticipated as of the petition date. The firm's hourly rates are: John Baumgartner (Managing Director) $425 Meggen Rhodes (Manager) $250 Meggen Rhodes, managing director at Stout Risius, will be the lead professional on this engagement. Ms. Rhodes disclosed in a court filing that her firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Meggen Rhodes Stout Risius Ross, LLC 1000 Main Street, Suite 3200 Houston, TX 77002 Phone: 713-225-9580 Fax: 713-225-9588 Email: mrhodes@stout.com About Flow Services and Consulting Inc. Flow Services and Consulting Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21-50005) on Jan. 5, 2021. Flow Services President Keith J. Martin signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge John W. Kolwe oversees the case. Gold, Weems, Bruser, Sues & Rundell, APLC and Stout Risius Ross, LLC serve as the Debtor's legal counsel and financial advisor, respectively. FLOW SERVICES: Gets OK to Hire Gold Weems as Legal Counsel ---------------------------------------------------------- Flow Services and Consulting Inc. received approval from the U.S. Bankruptcy Court for the Western District of Louisiana to hire Gold, Weems, Bruser, Sues & Rundell, APLC as its legal counsel. Gold Weems will provide legal advice with respect to the Debtor's powers and duties in the continued operation of its business and management of its property, and will perform other legal services in connection with its Chapter 11 case. The firm received the sum of $20,000. Bradley Drell, Esq., the firm's attorney who will be handling the case, disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 327 of the Bankruptcy Code. The firm can be reached through: Bradley L. Drell, Esq. Gold, Weems, Bruser, Sues & Rundell, APLC P.O. Box 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 Email: bdrell@goldweems.com About Flow Services and Consulting Inc. Flow Services and Consulting Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 21-50005) on Jan. 5, 2021. Flow Services President Keith J. Martin signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge John W. Kolwe oversees the case. Gold, Weems, Bruser, Sues & Rundell, APLC and Stout Risius Ross, LLC serve as the Debtor's legal counsel and financial advisor, respectively. FTS INTERNATIONAL: April 12 Settlement Fairness Hearing Set ----------------------------------------------------------- Robbins Geller Rudman & Dowd LLP on Dec. 29, 2020 issued the following statement regarding the FTS International, Inc. Securities Settlement: CAROL GLOCK, Individually and on Behalf of All Others Similarly Situated, Plaintiff, vs FTS INTERNATIONAL, INC., et al. Defendants. Civil Action No. 4:20-cv-03928 Judge: Lee H. Rosenthal SUMMARY NOTICE TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED FTS INTERNATIONAL, INC. ("FTSI" OR THE "COMPANY") PUBLICLY TRADED COMMON STOCK IN OR TRACEABLE TO THE COMPANY’S FEBRUARY 2, 2018 INITIAL PUBLIC OFFERING ("IPO"), INCLUDING ALL PERSONS WHO PURCHASED OR ACQUIRED FTSI COMMON STOCK ON OR AFTER FEBRUARY 2, 2018 (THE "SETTLEMENT CLASS") PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT. YOU ARE HEREBY NOTIFIED that pursuant to Rule 23 of the Federal Rules of Civil Procedure and an Order of the United States District Court for the Southern District of Texas, Houston Division, the above-captioned action (the "Litigation") has been provisionally certified as a class action on behalf of the Settlement Class, except for certain persons and entities who are excluded from the Settlement Class by definition as set forth in the full printed Notice of Pendency and Proposed Settlement of Class Action (the "Notice"). YOU ARE ALSO NOTIFIED that Lead Plaintiff in the Litigation, Carol Glock, on behalf of herself and the other Settlement Class Members, has reached a proposed settlement of the Litigation with Defendants FTS International, Inc., Michael J. Doss, Lance Turner, Goh Yong Siang, Boon Sim, Domenic J. Dell’Osso, Jr., Bryan J. Lemmerman, Ong Tiong Sin, Carol J. Johnson, Maju Investments (Mauritius) Pte Ltd, Credit Suisse Securities (USA) LLC, and Morgan Stanley & Co. LLC (collectively, "Defendants") for the sum of $9,875,000 in cash (the "Settlement"). If the Settlement is approved, it will resolve all claims in the Litigation. A hearing will be held on April 12, 2021, at 10:00 a.m. CT, before the Honorable Lee H. Rosenthal at the Bob Casey United States Courthouse, 515 Rusk Avenue, Houston, TX 77002, for the purpose of determining: (1) whether the proposed Settlement should be approved by the Court as fair, reasonable and adequate; (2) whether, thereafter, this Litigation should be dismissed with prejudice against the Defendants as set forth in the Stipulation of Settlement dated November 19, 2020; (3) whether the Plan of Allocation is fair, reasonable, and adequate and therefore should be approved; and (4) the reasonableness of the application of Lead Counsel for the payment of attorneys’ fees and expenses incurred in connection with this Litigation, together with interest thereon (which request may include an award to Lead Plaintiff pursuant to the Private Securities Litigation Reform Act of 1995). IF YOU PURCHASED OR ACQUIRED FTSI PUBLICLY TRADED COMMON STOCK IN OR TRACEABLE TO THE COMPANY’S FEBRUARY 2, 2018 IPO, INCLUDING PURCHASES OR ACQUISITIONS ON OR AFTER FEBRUARY 2, 2018, YOUR RIGHTS MAY BE AFFECTED BY THIS LITIGATION AND THE SETTLEMENT THEREOF. If you have not received a detailed Notice as referred to above and a copy of the Proof of Claim and Release form, you may obtain copies by writing to FTSI Securities Settlement, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 43314, Providence, RI 02940-3314, or by downloading this information at www.FTSISecuritiesSettlement.com. If you are a Settlement Class Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim and Release online at www.FTSISecuritiesSettlement.com by March 22, 2021, or by mail postmarked no later than March 22, 2021, establishing that you are entitled to a recovery. You will be bound by any judgment rendered in the Litigation unless you request to be excluded, in writing, received by March 22, 2021. If you purchased or otherwise acquired FTSI publicly traded common stock in or traceable to the Company’s February 2, 2018 IPO, including purchases or acquisitions on or after February 2, 2018, and you desire to be excluded from the Settlement Class, you must submit a request for exclusion such that it is received no later than March 22, 2021, in the manner and form explained in the detailed Notice referred to above. All Members of the Settlement Class who do not validly request exclusion from the Settlement Class will be bound by any judgments or orders entered in the Litigation pursuant to the Stipulation of Settlement. Any objection to any aspect of the Settlement must be filed with the Clerk of the Court and also delivered by hand or First-Class Mail to each of the following addresses such that it is received no later than March 1, 2021: COURT: UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Bob Casey United States Courthouse 515 Rusk Avenue Houston, TX 77002 LEAD COUNSEL: ROBBINS GELLER RUDMAN & DOWD LLP THEODORE J. PINTAR 655 West Broadway, Suite 1900 San Diego, CA 92101 SETTLING DEFENDANTS’ COUNSEL: BAKER BOTTS L.L.P. JESSICA B. PULLIAM 2001 Ross Avenue, Suite 900 Dallas, TX 75201 PLEASE DO NOT CONTACT THE COURT OR THE CLERK’S OFFICE REGARDING THIS NOTICE. About FTS International Inc. Headquartered in Fort Worth, Texas, FTS International Inc. -- http://www.FTSI.com/-- is an independent hydraulic fracturing service company and one of the only vertically integrated service providers of its kind in North America. As of March 31, 2020, the Company had $616 million in total assets, $587 million in total liabilities, and $29 million in total stockholders' equity. On Sept. 22, 2020, FTS International and two affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34622) to seek confirmation of a prepackaged plan. Kirkland & Ellis LLP and Winston & Strawn LLP are acting as legal counsel, Lazard Freres & Co., LLC is acting as financial advisor, and Alvarez & Marsal LLP is acting as restructuring advisor to the Company in connection with the restructuring. Epiq is the claims and solicitation agent. GARRETT MOTION: Reaches $1.2 Billion Deal With Honeywell -------------------------------------------------------- Law360 reports that bankrupt car part maker Garrett Motion Inc. canceled its plans to pursue a sale of its assets Monday, Jan. 11, 2021, telling a New York judge it is pivoting to a reorganization plan supported by existing investors and relying on a settlement with former parent Honeywell Inc. to resolve $1. 2 billion in lingering asbestos liability. In documents filed in the bankruptcy court, Garrett Motion said it had canceled a planned hearing on its asset sale track and said it had signed a plan support agreement with Honeywell and investors Centerbridge Partners and Oaktree Capital that will allow current shareholders to keep their equity. "We are pleased that Garrett has agreed to the Plan presented by Centerbridge and Oaktree, along with Honeywell, which is supported by a majority of Garrett’s equity holders and the ad hoc group of Garrett noteholders. Under the agreement, Garrett will be recapitalized and well positioned to meet its obligations, including those to Honeywell, and will avoid costly litigation. We believe this is the right path forward that maximizes value for all stakeholders and positions Garrett for long-term financial and operating success," Honeywell (NYSE: HON) said in a statement. As part of the Plan, Honeywell's claims under the Indemnification and Reimbursement Agreement ("IRA") and Tax Matters Agreement ("TMA") are satisfied and resolved by the following: -- Honeywell will receive total payments of approximately $1.21 billion, comprising: * An initial cash payment of $375 million at the effective date when Garrett emerges from bankruptcy; and * New Series B Preferred Stock with a payment of approximately $35 million due in 2022 and annual payments of $100 million from 2023 through 2030. In addition, the Series B Preferred Stock has a number of other features that benefit Honeywell, while maintaining flexibility for Garrett. -- All existing and pending litigation will be resolved and Honeywell and Garrett will mutually release each other from the claims asserted in all pending legal actions. -- Honeywell will have the right to elect one of 7 Garrett board members until the value of the remaining payments on the Series B Preferred stock is below $125 million. By receiving larger cash amounts earlier through both the upfront payment and the Series B Preferred Stock payment schedule, Honeywell has preserved the net present value of its Plan payments from the October 2020 proposal at a lower total nominal payment amount from Garrett over a shorter time period. Honeywell is pleased to have resolved its claims and the pending legal actions in a favorable way for both Honeywell's and Garrett's stakeholders. Honeywell looks forward to Garrett’s exit from bankruptcy and its continued success as a standalone company. About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers ("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. GENESIS VASCULAR: Gets OK to Hire Merrill & Stone as Counsel ------------------------------------------------------------ Genesis Vascular of Pooler, LLC received approval from the U.S. Bankruptcy Court for the Southern District of Georgia to employ Merrill & Stone, LLC as its legal counsel. Merrill & Stone will render these legal services: (a) advise the Debtor regarding its powers and duties and the continued operation of its business and management of its property; (b) prepare legal papers; (c) conduct examinations incidental to the administration of the Debtor's estate; (d) take necessary action instant to the proper preservation and administration of the estate; (e) assist the Debtor in the preparation and filing of a statement of financial affairs and schedules; and (f) perform all other legal services in connection with the Debtor's Chapter 11 case. Merrill & Stone received $20,000 from the Debtor as a retainer. The Debtor incurred $13,673.06 for pre-bankruptcy services, leaving a balance of $8,043.94 as of the petition date. The firm's hourly rates are: Attorneys $285 Paralegals $80 The firm will also seek reimbursement for out-of-pocket expenses. Jon Levis, Esq., and Jesse C. Stone, Esq., members of Merrill & Stone, disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtor and its estate. The firm can be reached through: Jon A. Levis, Esq. Merrill & Stone, LLC 101 S. Main Street Post Office Box 129 Swainsboro, GA 30401 Telephone: (478) 237-7029 Facsimile: (478) 237-9211 About Genesis Vascular of Pooler Genesis Vascular of Pooler, LLC (https://genesisghc.com), a division of Genesis Global HealthCare, is focused on delivering vascular care to patients with Peripheral Vascular Disease (P.V.D.), including limb salvage and wound management. Genesis Vascular of Pooler filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 21-40001) on Jan. 4, 2021. Howard Gale, M.D., corporate representative, signed the petition. At the time of the filing, the Debtor disclosed $197,217 of total assets and $1,160,455 of total liabilities. Judge Edward J. Coleman III oversees the case. Merrill & Stone, LLC serves as the Debtor's legal counsel. GLOVES BUYER: Moody's Assigns First Time 'B3' Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned first time ratings to Gloves Buyer, Inc. (dba Protective Industrial Products, "PIP") including a B3 corporate family rating and a B3-PD probability of default rating. In addition, Moody's assigned a B2 rating to PIP's proposed $75 million 1st lien revolving credit facility and $435 million 1st lien senior secured term loan. The outlook is stable. The proceeds will be used to complete the acquisition of PIP by Odyssey Investment Partners. Moody's ratings and outlook are subject to receipt and review of final documentation. The rating assignment incorporates governance considerations given the company's private equity ownership and high pro forma leverage post-acquisition with debt/EBITDA of approximately 7x for the LTM period ending October 31, 2020. Private equity owners tend to have aggressive financial strategies favoring high leverage with a higher potential for dividend recapitalizations and the pursuit of debt financed acquisitions. The rating also reflects the company's relatively small scale and narrow product focus. However, the rating is supported by the company's good brand awareness, leading position as a provider of hand and arm protection in North America, the essential and consumable nature of its products and asset-lite business model. Assignments: Issuer: Gloves Buyer, Inc. Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B3 Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Outlook Actions: Issuer: Gloves Buyer, Inc. Outlook, Assigned Stable RATINGS RATIONALE PIP's rating is constrained by its high leverage, small scale and the competitive and fragmented nature of the personal protective equipment industry. The credit profile is also constrained by its narrow product focus with a high concentration of sales in the hand and arm protection category. PIP is exposed to cyclicality in some of its end markets but this is somewhat mitigated by the essential nature of workplace safety products and good end market diversification. The company has also been acquisitive in recent years and future consolidation in the industry is likely. The rating is supported by PIP's leading position as a provider of hand and arm protection in North America, the essential nature of its products benefitting from continued focus on workplace safety and its asset-lite business model which requires a low level of capital investment. The rating is also supported by PIP's good liquidity. PIP's operating results should continue to be supported by its strong customer and supplier relationships and focus on workplace safety in its end markets. The company has more than doubled its scale over the past two years through acquisitions, some of which were debt-financed. Synergies gained from the acquisitions, strategic pricing initiatives and cost optimization has provided recent margin enhancement which is expected to be sustained. The margin enhancement and low capital investment requirements should enable PIP to generate good free cash flow. The stable outlook reflects the expectation that PIP's recent margin enhancement will be sustained and gradual deleveraging will occur through moderate earnings growth with some debt paydown while maintaining good liquidity. The stable outlook also assumes the successful integration of recent acquisitions. PIP's good liquidity largely provided by a fully available $75 million revolving credit facility and Moody's expectation of modest positive free cash flow as the company normally maintains a low cash balance. The credit facility contains a maximum first lien net leverage ratio of 7.6x that is tested when the amount outstanding on the revolver exceeds 35%. The company is expected to remain in compliance with the covenant. The credit facilities are expected to contain covenant flexibility for transactions that could adversely affect creditors, including incremental facility capacity up to the greater of 100% of closing date EBITDA and 100% of trailing twelve month consolidated adjusted EBITDA, plus the general debt basket amount (up to the greater of 100% of closing date EBITDA and 100% of trailing twelve month consolidated adjusted EBITDA), plus additional amounts so long as leverage does not exceed (i) 0.25x above closing date first lien net leverage (for pari passu first lien debt), (ii) either 0.25x above closing date secured net leverage or interest coverage is no less than 2.0x (for pari passu second lien debt), and (iii) either 0.50x above closing date total net leverage or interest coverage is no less than 2.0x (for other junior lien debt, unsecured debt or debt (excluding term loans) secured by non-collateral); alternatively, the ratio tests can be satisfied so long as leverage does not increase or coverage decrease on a pro forma basis following the debt incurrence. Amounts up to the greater of 50% of closing date EBITDA and 50% of trailing twelve month consolidated adjusted EBITDA, plus all ratio-based incremental incurrence can be incurred with an earlier maturity date than the existing term loans. The credit facilities also include: provisions allowing the transfer of assets to unrestricted subsidiaries subject to a blocker provision which prohibits the transfer of material intellectual property to any unrestricted subsidiary; the requirement that only wholly-owned subsidiaries act as subsidiary guarantors, raising the risk that guarantees may be released following a partial change in ownership; and step downs (for first lien loans only) in the asset sale prepayment requirement to 50% and 0% based on achieving reductions to the closing date first lien net leverage ratio of 0.5x and 1.0x, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if there is a deterioration of the company's overall operating performance or liquidity profile. Quantitatively, the ratings could be downgraded if debt/EBITDA is maintained above 6.75x or EBITA/interest expense declines below 1.25 times. The ratings could be upgraded if the company displays a commitment to maintaining conservative financial policies and credit metrics. Specifically, a higher rating would require debt/EBITDA sustained below 5.75x and good liquidity. Headquartered in Latham, New York, PIP is a provider of hand and arm protection as well as other personal protective equipment in North America. Pro forma revenue for the LTM period ending October 31, 2020 was approximately $660 million. Following the close of the transaction, Odyssey Investment Partners will be the majority owner. The principal methodology used in these ratings was Apparel Methodology published in October 2019. GROWLIFE INC: Signs Two-Year Employment Contract with CFO --------------------------------------------------------- The Compensation Committee of GrowLife, Inc. entered into an employment agreement with Michael Fasci to serve as the Company's chief financial officer through Dec. 31, 2023. Mr. Fasci formerly served as Chairman of the Board. Mr. Fasci will receive an annual salary of $165,000 and may earn an annual bonus equal to two percent of the Company's EBITDA for that year. Mr. Fasci was also granted an option to purchase 500,000 shares of the Company's Common Stock under the Company's 2018 Stock Incentive Plan at an exercise price of $0.12 per share. The Option vests quarterly over three years, has a five-year life and allows for a cashless exercise. The stock option grant is subject to the terms and conditions of the Company's Stock Incentive Plan, including vesting requirements. In the event that Mr. Fasci's continuous status as employee to the Company is terminated by the Company without Cause or Mr. Fasci terminates his employment with the Company for Good Reason as defined in the Fasci Agreement, in either case upon or within twelve months after a Change in Control as defined in the Company's Stock Incentive Plan, then 100% of the total number of Shares shall immediately become vested. Mr. Fasci is entitled to participate in all group employment benefits that are offered by the Company to the Company's senior executives and management employees from time to time, subject to the terms and conditions of such benefit plans, including any eligibility requirements. If the Company terminates Mr. Fasci's employment at any time prior to the expiration of the Term without Cause, as defined in the Employment Agreement, or if Mr. Fasci terminates his employment at any time for "Good Reason" or due to a "Disability", Mr. Fasci will be entitled to receive (i) his Base Salary amount for ninety days; and (ii) his Annual Bonus amount for each year during the remainder of the Term. Resignation of Ms. Katherine McLain On Jan. 5, 2021, Katherine McLain resigned as a director of GrowLife. The resignation was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies, or practices. As the result of Ms. McLain's resignation, Mr. Thom Kozik, current board member and member of the Compensation Committee was appointed to serve as Chairman of the Compensation Committee. Appointment of Michael Fasci On Jan. 5, 2021, Michael E. Fasci, the Company's chief financial officer was appointed as a member of the Company's Board of Directors to serve until the next annual meeting of shareholders and has accepted such appointment. Mr. Fasci was also appointed as a member of the Company's Compensation Committee. Michael E. Fasci, 62, is a 30-year veteran in the finance sector having served as an officer and director of many public and private companies. From 2015 to 2020, Mr. Fasci owns and operated Process Engineering Services, Inc., an engineering consulting company as well as worked as a restructuring officer for several financially challenged companies. Mr. Fasci is a seasoned operator across various industries and has served in both CEO and CFO capacities for both growth and turnaround situations. Mr. Fasci began his career as a field engineer and then manager of various remediation filtration and environmental monitoring projects globally before focusing his efforts on the daily operations, accounting and financial reporting and SEC compliance of the numerous companies he has served. Mr. Fasci resides in East Taunton, Massachusetts and studied Electrical Engineering at Northeastern University. About GrowLife GrowLife, Inc. (PHOT)-- http://www.shopgrowlife.com-- aims to become the nation's largest cultivation service provider for cultivating organics, herbs and greens and plant-based medicines. Through a network of local representatives covering the United States and Canada, regional centers and its e-Commerce team, GrowLife provides essential goods and services including media, industry-leading hydroponics and soil, plant nutrients, and thousands of more products to specialty grow operations. GrowLife is headquartered in Kirkland, Washington and was founded in 2012. GrowLife reported a net loss of $7.37 million for the year ended Dec. 31, 2019, compared to a net loss of $11.47 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $4.29 million in total assets, $7.65 million in total current liabilities, $2.19 million in total long term liabilities, and a total stockholders' deficit of $5.54 million. BPM LLP, in Walnut Creek, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 1, 2020 citing that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. IFRESH INC: Issues 6 Million Common Shares to Long Deng ------------------------------------------------------- iFresh, Inc. issued 6,043,054 shares of common stock of the Company to Mr. Long Deng in exchange for the cancellation of 656 of Mr. Deng's currently outstanding shares of the Company's Series A Convertible Preferred Stock. The common stock was issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. About iFresh Inc. Headquartered in Long Island City, New York, iFresh Inc. -- http://www.ifreshmarket.com-- is an Asian American grocery supermarket chain and online grocer on the east coast of U.S. With nine retail supermarkets along the US eastern seaboard (with additional stores in Glen Cove, Miami and Connecticut opening soon), and two in-house wholesale businesses strategically located in cities with a highly concentrated Asian population, iFresh aims to satisfy the increasing demands of Asian Americans (whose purchasing power has been growing rapidly) for fresh and culturally unique produce, seafood and other groceries that are not found in mainstream supermarkets. With an in-house proprietary delivery network, online sales channel and strong relations with farms that produce Chinese specialty vegetables and fruits, iFresh is able to offer fresh, high-quality specialty produce at competitive prices to a growing base of customers. iFresh Inc. reported a net loss of $8.29 million for the year ended March 31, 2020, compared to a net loss of $12 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $131.44 million in total assets, $112.88 million in total liabilities, and $18.55 million in total shareholders' equity. Friedman LLP, in New York, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Aug. 13, 2020, citing that the Company has incurred significant operating losses, has negative working capital of $28.6 million and is not in compliance with its credit agreement. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMAGEWARE SYSTEMS: Jay Lewis Named as CFO ----------------------------------------- ImageWare Systems, Inc. has appointed Jay B. Lewis as chief financial officer effective Jan. 8, 2021. Lewis brings to ImageWare more than 20 years' experience as the senior financial officer of high growth public companies. A seasoned financial executive, he has raised more than $300 million of capital in public and private equity and debt, and has executed more than $400 million of M&A transactions. From 2011 - 2017 Lewis served as the CFO of ID Watchdog, Inc. - a publicly traded subscription-based identity theft protection and resolution services provider – until its 2017 sale to Equifax. The breadth of his responsibilities ranged from management of all finance, accounting, public company reporting, investor relations, tax matters, and human resources. Prior to Watchdog, Lewis served in various senior finance roles, including as CFO of Jones Media Networks, Ltd. (owner of cable television networks and the fourth largest network radio company in the U.S.) and he was vice president of Finance and treasurer of Jones International, Ltd. (a holding company with controlling interests in cable television and other media and technology companies). Lewis is a CPA, an alumnus of EY (formerly Ernst & Young, a big-4 public accounting firm) and holds a Bachelor's degree in Accounting from the University of Wyoming. Lewis will be based at the San Diego Headquarters by the middle of 2021. Kristin A. Taylor, Chair, president and CEO of ImageWare, said, "We are extremely pleased to welcome Jay to the ImageWare team. Not only does Jay have the ideal finance and capital markets experience to guide us through our growth trajectory and contemplated up listing to Nasdaq, the depth of his technology and identity experience as well as contacts in the industry, make him well suited to support our velocity and execution plans in 2021." Lewis said, "I'm thrilled to be a part of ImageWare's journey to leverage the latest biometric authentication technology and safeguard identities. The Company's vision, proven leadership team and product strategies were just a few of the components that led me to know that I want to commit my skills and energies, and to be part of the team driving ImageWare's growth and success." About ImageWare Systems Headquartered in San Diego, CA, ImageWare Systems, Inc. -- http://www.iwsinc.com-- is a developer of mobile and cloud-based identity management solutions, providing two-factor, biometric and multi-factor cloud-based authentication solutions for the enterprise. The company delivers next-generation biometrics as an interactive and scalable cloud-based solution. ImageWare brings together cloud and mobile technology to offer two-factor, biometric, and multi-factor authentication for smartphone users, for the enterprise, and across industries. The Company's products are used to manage and issue secure credentials, including national IDs, passports, driver licenses and access control credentials. ImageWare recorded a net loss available to common shareholders of $17.25 million for the year ended Dec. 31, 2019, compared to a net loss available to common shareholders of $16.46 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.38 million in total assets, $12.91 million in total liabilities, $9.40 million in series C convertible redeemable preferred stock, and a total shareholders' deficit of $12.92 million. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2011, issued a "going concern" qualification in its report dated May 15, 2020 citing that the Company does not generate sufficient cash flows from operations to maintain operations and, therefore, is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. IMERYS TALC AMERICA: Johnson & Johnson Objects to Plan Disclosures ------------------------------------------------------------------ Law360 reports that bankrupt talc producer Imerys Talc America presented its Chapter 11 plan disclosure statement Tuesday, January 12, 2021, in Delaware court, drawing objections from former client Johnson & Johnson over its obligations to defend the bankruptcy estate against thousands of personal injury and wrongful death claims. During the virtual hearing, Johnson & Johnson attorney Ronit J. Berkovich of Weil Gotshal & Manges LLP opposed the disclosures, saying the statement doesn't accurately describe how the claims of talc plaintiffs will be treated under the plan. 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. IMERYS TALC: Morris, Brown Update List of Litigation Claimants -------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Morris James LLP and Brown Rudnick LLP submitted an amended verified statement to disclose an updated list of Ad Hoc Committee of Talc Litigation Claimants that they are representing in the Chapter 11 cases of Imerys Talc America, Inc., et. al. On Nov. 16, 2020, Bankruptcy Counsel filed the Verified Statement pursuant to Rule 2019. The Verified Statement disclosed, among other things, Member names, whether the Member is in MDL, whether the Member is deceased, and the address of the respective Plaintiffs' Law Firm that is representing the Member. Following the filing of the Verified Statement, Bankruptcy Counsel and counsel for the Debtors met and conferred regarding additional information to supplement the Verified Statement. Pursuant to those discussions, Bankruptcy Counsel, with the consent of the Plaintiffs' Law Firms, agreed to supplement the Verified Statement to provide the following information: i. The name and address for each Member; ii. Identification of the type of disease for each Member; iii. Whether each Member has filed a lawsuit or is participating in MDL; and iv. Confirmation that the exemplars of the Ad Hoc Retention Agreements are substantially the same for all Members As of Jan. 12, 2021, the Ad Hoc Members and their disclosable economic interests are: A., Paula c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: Yes A., Erica c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: No A., Ruth c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: Yes A., Wanda c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: Yes A., Mary c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: No A., Deborah c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: No Alequin, Connie c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: Yes * Claim Deceased: No A., Dora c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: No Allen, Sallie c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: Yes * Claim Deceased: No A., Faye c/o The Segal Law Firm Attn: Edward Amos 810 Kanawha Bouldevard, East Charleston, WV 25301 * In MDL: No * Claim Deceased: Yes Bankruptcy Counsel confirms that the exemplars of the Ad Hoc Retention Agreements are substantially the same for all Members. Co-Counsel to the Ad Hoc Committee of Imerys Talc Litigation Plaintiffs can be reached at: MORRIS JAMES LLP Jeffrey R. Waxman, Esq. Eric J. Monzo, Esq. Brya M. Keilson, Esq. 500 Delaware Avenue, Suite 1500 Wilmington, DE 19801 Telephone: (302) 888-6800 E-mail: jwaxman@morrisjames.com emonzo@morrisjames.com bkeilson@morrisjames.com David J. Molton, Esquire, Esq. Bennett S. Silverberg, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Telephone: (212) 209-4800 E-mail: DMolton@brownrudnick.com BSilverberg@brownrudnick.com - and - Sunni P. Beville, Esq. BROWN RUDNICK LLP One Financial Center Boston, MA 02111 Telephone: (617) 856-8200 E-mail: sbeville@brownrudnick.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3icM5UX 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. JONAH ENERGY: Completes $580-Mil. Out-of-Court Restructuring ------------------------------------------------------------ Jonah Energy LLC on Jan. 6, 2021, disclosed that, effective Dec. 29, 2020, it has closed financial transactions that reduce the Company's overall debt balance by approximately $580 million. The transactions included a tender for all of the $496 million in principal amount of the Company's 7.25% Senior Notes due 2025 (the "Notes"), the redemption of any Notes not tendered in the tender offer, a new-money investment of $85 million through an equity offering available to eligible holders of the Notes and entry into an amended and restated reserve-based revolving credit facility maturing in mid-2024 (the "New Credit Facility") with the existing lenders in Jonah's prior revolving credit facility. The proceeds from the equity offering were used to reduce the outstanding secured indebtedness under the prior credit facility and to pay transaction expenses. Under the New Credit Facility, the Company has an initial borrowing base of $750 million and over $80 million of available liquidity as of Dec. 31, 2020. After giving effect to the transactions, Jonah Energy is majority-owned by certain former holders of the Notes. The Company is currently operating one rig pursuant to its business plan. Based on its plan, the Company expects to generate significant free cash flow into 2021 and beyond. Tom Hart, President and Chief Executive Officer of Jonah Energy, said, "We are very pleased to have completed this comprehensive recapitalization with the overwhelming support of our stakeholders. With a healthy balance sheet and a business that continues to generate substantial free cash flow, we can invest in our business and build on our track record of operating sustainably, efficiently and safely. We will also remain focused on advancing our Responsibly Produced Gas initiative, continuing to lead the industry in providing cost-effective, certified low emission natural gas to a global marketplace that increasingly demands cleaner energy." About Jonah Energy Denver, Colorado-based Jonah Energy is an oil and gas exploration and development company operating in the Jonah and Pinedale Fields in Sublette County, Wyoming. The Company is one of the largest privately held natural gas producers in the US, and focuses on producing natural gas in an environmentally responsible manner. * * * In January 2021, Moody's Investors Service said it has withdrawn all the ratings of Jonah Energy LLC (Jonah), including the company's Caa3 Corporate Family Rating (CFR), Caa3-PD Probability of Default Rating (PDR), and C senior unsecured notes rating. Moody's has withdrawn all of Jonah Energy's ratings following the refinancing of its senior unsecured notes due October 2025. JONAH ENERGY: Moody's Withdraws Caa3 CFR Following Refinancing -------------------------------------------------------------- Moody's Investors Service has withdrawn all the ratings of Jonah Energy LLC, including the company's Caa3 Corporate Family Rating, Caa3-PD Probability of Default Rating, and C senior unsecured notes rating. Withdrawals: Issuer: Jonah Energy LLC Probability of Default Rating, Withdrawn, previously rated Caa3-PD Corporate Family Rating, Withdrawn, previously rated Caa3 Senior Unsecured Notes, Withdrawn, previously rated C (LGD6) Outlook Actions: Issuer: Jonah Energy LLC Outlook, Changed To Rating Withdrawn From Negative RATINGS RATIONALE Moody's has withdrawn all of Jonah Energy's ratings following the refinancing of its senior unsecured notes due October 2025. Jonah Energy LLC, headquartered in Denver, Colorado, is an independent exploration and production company with predominantly natural gas production in the Jonah Field and surrounding areas in Wyoming. JONAH ENERGY: Vinson & Elkins Advised Business in Restructuring --------------------------------------------------------------- Vinson & Elkins advised Jonah Energy LLC in connection with its out-of-court restructuring, which closed on December 29, 2020. The restructuring transactions included a cash tender offer for any and all of Jonah's existing senior unsecured notes, the redemption of all non-tendered notes, a fully-backstopped equity rights offering to fund $85 million of new equity investment from all eligible existing noteholders, which was used to pay down outstanding indebtedness under the company's existing credit facility, and entry into an amended and restated credit facility. The out-of-court restructuring, which was overwhelmingly supported by Jonah's existing stakeholders, reduced the company's funded debt by more than $580 million. Under the New Credit Facility, the Company has an initial borrowing base of $750 million and over $80 million of available liquidity as of December 31, 2020. The V&E team was led by partners David Meyer, Jessica Peet, David Wicklund, Keith Fullenweider, John Grand, Scott Rubinsky, John Lynch, Wendy Salinas and David D'Alessandro, with assistance from counsel Dan Spelkin, Julia Petty and Jeremy Reichman, senior associates Joanna Enns, Caitlin Snelson and Mike Garza, and associates Lauren Lundy, Matt Struble, Kiran Vakamudi, Anthony Sanderson, Breanna Kelly, Ariel Guerrero-Stewart, Lauren Meyers, Claire Wenholz and Adia Coley. About Jonah Energy Denver, Colorado-based Jonah Energy is an oil and gas exploration and development company operating in the Jonah and Pinedale Fields in Sublette County, Wyoming. The Company is one of the largest privately held natural gas producers in the US, and focuses on producing natural gas in an environmentally responsible manner. * * * In January 2021, Moody's Investors Service said it has withdrawn all the ratings of Jonah Energy LLC (Jonah), including the company's Caa3 Corporate Family Rating (CFR), Caa3-PD Probability of Default Rating (PDR), and C senior unsecured notes rating. Moody's has withdrawn all of Jonah Energy's ratings following the refinancing of its senior unsecured notes due October 2025. L&M RETAIL: Seeks Approval to Hire Lane Law Firm as Counsel ----------------------------------------------------------- L&M Retail Ventures, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ The Lane Law Firm, PLLC as its legal counsel. The Lane Law Firm will render these legal services: (a) advise and represent the Debtor relative to the administration of its Chapter 11 case; (b) assist the Debtor in analyzing its assets and liabilities, investigate the extent and validity of lien and claims, and participate in and review any proposed asset sales or dispositions; (c) attend meetings and negotiate with the representatives of secured creditors; (d) assist the Debtor in the preparation, analysis and negotiation of any plan of reorganization and disclosure statement; (e) take all necessary action to protect and preserve the interests of the Debtor; (f) appear, as appropriate, before the bankruptcy court, the appellate courts, and other courts in which matters may be heard; and (g) perform all other necessary legal services. The firm's hourly rates are: Robert C. Lane, Partner $425 Associate Attorneys $225 - $350 Bankruptcy paralegals/legal assistants $150 The firm will also seek reimbursement for any out-of-pocket expenses. The Debtor paid the firm an advance retainer in the amount of $20,500. Robert Lane, Esq., a partner at The Lane Law Firm, 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: Robert C. Lane, Esq. The Lane Law Firm, PLLC 6200 Savoy, Suite 1150 Houston, TX 77036 Telephone: (713) 595-8200 Facsimile: (713) 595-8201 Email: notifications@lanelaw.com About L&M Retail Ventures L&M Retail Ventures, LLC, doing business as Cork n'Bottle, Haskell Liquor, Mike's Discount Liquor and CBS Liquor, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-33189) on Dec. 29, 2020. Ervin Lee, member of L&M, signed the petition. At the time of the filing, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Judge Stacey G. Jernigan oversees the case. The Lane Law Firm, PLLC serves as the Debtor's legal counsel. LECLAIRRYAN PLLC: UnitedLex Seeks to Toss $128M Conspiracy Suit --------------------------------------------------------------- Law360 reports that the legal services giant UnitedLex asked a Virginia bankruptcy judge to toss the bulk of a $128 million conspiracy and breach of duty lawsuit brought by the trustee for now-bankrupt law firm LeClairRyan, asserting Monday that the suit offers a "misguided narrative" that clashes with "overwhelming evidence to the contrary. UnitedLex slammed the lawsuit brought against it by a representative of bankrupt LeClairRyan PLLC in October, saying Monday, January 11, 2021, that "the story pushed by the trustee in the complaint asks that one uncritically accept the premise that prolonging the life of a struggling business is wrong and inherently harmful to creditors." About LeClairRyan PLLC Founded in 1988, LeClairRyan PLLC is a national law firm with 385 attorneys, including 160 shareholders, at its peak. The firm represented thousands of clients, including individuals and local, regional and global businesses. Following massive defections by its attorneys LeClairRyan, members of the firm in July 2019 voted to effect a wind-down of the Debtor's operations. LeClairRyan PLLC sought Chapter 11 protection (Bankr. E.D. Va. Case No. 19-bk-34574) on Sept. 3, 2019, to effect the wind down of its affairs. The petition was signed by Lori D. Thompson, Esq., chair, Dissolution Committee. In its Chapter 11 petition, the firm listed a range of 200-999 creditors owed between $10 million and $50 million. The firm claims assets of $10 million to $50 million. The Hon. Kevin R Huennekens is the case judge. Richmond attorneys Tyler Brown and Jason Harbour of Hunton Andrews Kurth are representing LeClairRyan in the case. Protiviti is its financial adviser for the liquidation. * * * On Oct. 4, 2019, the Court converted the Debtor's Chapter 11 case to Chapter 7 liquidation proceeding. LEVEL 3 FINANCING: Fitch Rates USD900MM Senior Unsec. Notes 'BB' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR2' rating to Level 3 Financing, Inc.'s offering of $900 million of senior unsecured sustainability-linked notes due 2029. Level 3 Financing is an indirect wholly owned subsidiary of CenturyLink, Inc., d/b/a Lumen Technologies (Lumen). Net proceeds from the offering, together with cash on hand, are expected to be used for general corporate purposes, including the redemption of all $900 million of Level 3 Financing's 5.375% senior unsecured notes due 2024. KEY RATING DRIVERS Key Competitor in Business Services: Lumen operates in an industry where scale is a key factor, and is a large competitor overall, the second-largest operator serving business customers after AT&T Inc. Lumen is modestly larger than the business customer operations of Verizon Communications Inc. The company's network capabilities, in particular a strong metropolitan network, and a broad product and service portfolio emphasizing IP-based infrastructure and managed services, provide the company with a solid base to grow enterprise segment revenue. Prioritizing Debt Reduction: Lumen reduced its common dividend in February 2019, cutting annual payments to approximately $1.08 billion from $2.30 billion. The additional annual FCF of more than $1.2 billion is being directed to a faster pace of debt repayment over three years. The company also announced a commitment to a lower and narrower range of net target leverage. Over the next few years, the company is targeting net debt/adjusted EBITDA of 2.75x-3.25x, down from 3.0x- 4.0x. Fitch is encouraged by the revised capital-allocation policies and believes this will better position the company in the long term. The company's debt reduction strategy is largely on track relative to the company's original guidance to reach its target range in early 2022. However, management indicates the uncertainty posed by the coronavirus pandemic may lead to a delay of up to a couple of quarters to reach its target range. Cost Reductions: Operational initiatives set in motion in early 2019 targeted an annualized $800 million-$1 billion of additional EBITDA-improving initiatives over three years at a cost of $450 million-$650 million. Lumen says it achieved a run rate of $730 million in annualized cost savings in 3Q20, after exiting 2019 at a run rate of $430 million. Execution Risk: Fitch believes the dividend-reduction and EBITDA-improvement initiatives signal support for the credit proﬁle. Progress to date on the EBITDA initiatives has reduced execution risk. Fitch believes signiﬁcant debt reductions are achievable, and that Lumen has made good progress on debt reduction, but some execution risk remains in reaching the company's full targeted amount. Managing Effects of the Coronavirus Pandemic: Fitch believes the telecom sector, including Lumen, will be more resilient to a downturn from the pandemic than other sectors, with the potential for modest declines in revenue. Fitch expects Lumen to continue to beneﬁt from cost-reduction programs initiated in 2019 following early achievement of synergies from the Level 3 merger. Fitch does not expect material reductions in capital spending, although success-based capex is likely to decline as demand weakens. Fitch believes the company is likely to prioritize spending in areas that will enhance its competitive position. Pandemic Increases Near-Term Demand: The operating environment changes created by the pandemic have led to sharp increases in demand for connectivity for work-at-home, remote learning and home entertainment, as well as enterprises spending on business continuity. Over time, the positive effects are likely to be at least partly offset by economic weakness, given the rise in unemployment that has been pronounced in several sectors. Secular Challenges Facing Telecoms: In Fitch's view, Lumen continues to face secular challenges similar to other wireline operators in its residential business. Following the acquisition of Level 3, the consumer operation became a much smaller part of the overall business and accounts for approximately one-quarter of revenue, down from 35% in 2016. Fitch expects this share to continue to decline over time, given legacy revenue trends and a more targeted investment strategy in the segment. Parent-Subsidiary Relationship: Fitch links the ratings of Lumen and Qwest Corporation, based on strong operational and strategic ties. DERIVATION SUMMARY Lumen has a relatively strong competitive position based on the scale and size of its operations in the enterprise/business services market. In this market, Lumen has a moderately smaller revenue position than AT&T (A-/Stable) and is slightly larger than Verizon (A-/Stable). All three companies have an advantage with national or multinational companies, given extensive footprints in the U.S. and abroad. Lumen also has a larger enterprise business that notably differentiates it from other wireline operators, such as Windstream Services, LLC and Frontier Communications Corporation. AT&T and Verizon maintain lower ﬁnancial leverage, generate higher EBITDA margins and FCF, and have wireless offerings providing more service diversiﬁcation compared with Lumen. FCF improved at Lumen due to the dividend reduction and cost synergies. Lumen has lower exposure to the secularly challenged residential market than wireline operators Frontier and Windstream. Within the residential market, incumbent wireline operators face wireless substitution and competition from cable operators with facilities - based triple-play offerings, including Comcast Corp. (A-/Stable) and Charter Communications Inc. Fitch rates Charter's indirect subsidiary CCO Holdings, LLC 'BB+'/Stable. Cheaper alternative offerings, such as voice over internet protocol and over- the-top video services, provide additional challenges. KEY ASSUMPTIONS -- Fitch estimates revenues declined in the low-to-mid-single digits in 2020, due to the effect of the coronavirus pandemic, with small and medium businesses the slowest to recover over the forecast horizon; -- EBITDA margins are expected to be in the low 40% range in the forecast period; aided by continued cost transformation efforts; -- Fitch's assumptions regarding additional cost savings approximate the midpoint of the $800 million-$1 billion range targeted by the company over 2019-2021. Lumen achieved a $730 million annualized run exiting 3Q20; -- Fitch estimates capex was approximately $3.7 billion for 2020, toward the lower end of original, but now withdrawn, company guidance of $3.6 billion-$3.9 billion; -- Fitch assumes some lower success-based capex owing to expectations for the macroeconomic environment; -- FCF directed to deleveraging over the forecast horizon. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Gross leverage, deﬁned as total debt with equity credit/operating EBITDA, remaining at or below 3.0x, with FFO leverage of 3.0x, while consistently generating positive FCF margins in the mid-single digits; -- Demonstrating consistent EBITDA and FCF growth. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- A weakening of Lumen's operating results, including deteriorating margins and consistent mid-single-digit or greater revenue erosion brought on by difﬁcult economic conditions or competitive pressures the company is unable to offset through cost reductions; -- Discretionary management decisions, including but not limited to execution of M&A activity that increases gross leverage beyond 4.5x, with FFO leverage of 4.5x, in the absence of a credible deleveraging plan. 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 Strong Liquidity: Lumen's cash and cash equivalents totaled $526 million at Sept. 30, 2020. Total debt as of Sept. 30, 2020 was $32.6 billion before ﬁnance leases, unamortized discounts, debt issuance costs and other adjustments. On the same basis, actual quarter- end debt was $34.4 billion and readily available cash totaled approximately $1.8 billion. Lumen has actively managed its debt structure since the end of 2018, reducing its debt maturities on a pro forma basis during 2020-2025 by more than $15 billion through repayment or by extending maturities. The credit agreement was amended and restated in January 2020. The $2.2 billion senior secured revolving credit facility had $1.075 billion drawn as of Sept. 30, 2020. Lumen's secured credit facility beneﬁts from secured guarantees by Qwest Communications International, Inc.; Qwest Services Corporation; CenturyTel Investments of Texas, Inc.; and CenturyTel Holdings, Inc. A stock pledge is provided by Wildcat HoldCo, LLC, the parent of Level 3 Parent, to the Lumen credit facility. The credit facility is guaranteed on an unsecured basis by Embarq Corporation and Qwest Capital Funding, Inc. The largest regulated subsidiary, Qwest Corporation, does not guarantee Lumen's secured facility, nor does Level 3 Parent. The Lumen senior secured notes are guaranteed by the same subsidiaries that guarantee the senior secured credit facilities and will be secured by the same collateral. CenturyLink Communications, LLC was released as a guarantor of the senior secured credit facility, which makes the notes pari passu with the credit facility. The secured revolving credit facility and Term Loan A limit Lumen's gross debt/EBITDA to no more than 4.75x. The current credit agreement requires cash interest coverage to be no less than 2.0x. The company is subject to an excess cash ﬂow sweep of 50%, with step downs to 25% and 0%, at total leverage of 3.5x and 3.0x, respectively. The excess cash ﬂow calculation provides credit for voluntary prepayments and certain other investments. Fitch estimates 2020 FCF, or cash ﬂow from operations less capex and dividends, was similar to 2019 FCF, which was approximately $1.9 billion. Maturities in 2021 total approximately $2.4 billion. LEVEL 3 FINANCING: Moody's Rates New $900MM Unsec. Notes 'Ba3' -------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 to Lumen Technologies Inc.'s proposed $900 million senior unsecured notes due 2029 which will be issued by Level 3 Financing, Inc. The net proceeds from the sale of the Unsecured Notes will be used to redeem all of the company's 5.375% senior notes due 2024. All other ratings including the company's Ba3 corporate family rating and stable outlook are unchanged. The Unsecured Notes have sustainability-linked bond features which increase the interest rate payable in the event Lumen does not satisfy two science-based sustainability performance targets to reduce greenhouse gas emissions. Lumen has targeted: 1) reducing its annualized absolute Scope 1 and Scope 2 greenhouse gas emissions by at least 18%, and 2) reducing its annualized Scope 3 greenhouse gas emissions by at least 10% by 2025; each of these two targets is measured against the 2018 baseline year. These science-based targets are part of Lumen's Environmental, Social and Governance focus on supporting sustainability and social responsibility in the communities it serves. Assignments: Issuer: Level 3 Financing, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) RATINGS RATIONALE Lumen's Ba3 CFR reflects its predictable and further enhanced cash flow from its 2019 dividend reduction, its broad base of operations and strong market position. The company's publicly stated financial policy focuses on the longer term achievement of a company-calculated net debt to adjusted EBITDA range of 2.75x to 3.25x, with steady debt reductions over at least the next two years funded with discretionary free cash flow. In addition, Lumen's continuing record of consistent network investment at a level generally above its peer group average demonstrates its commitment to its long term competitive position. These positives are offset by still high but declining leverage and revenue weakness across its business units, exacerbated by secular industry challenges and a highly competitive operating environment. Revenue contracted 3.4% in the third quarter of 2020 compared with the same period in the prior year, but this revenue contraction has steadily diminished from higher levels over the last five quarters. Lumen has demonstrated strong cost cutting success at a faster than planned pace from initial synergy targets following its November 2017 acquisition of Level 3, significantly offsetting the impact of revenue weakness on operating margins. Lumen's company-calculated adjusted EBITDA margin for Q3 2020 of 42.4% was essentially flat when compared with the same period a year ago. However, company-calculated adjusted EBITDA margins have been steadily increasing since the close of the Level 3 acquisition and are up almost 690 basis points from a pre-close third quarter 2017 level of 35.5%. With Moody's expectation for EBITDA margins to continue increasing on an annual basis along with increased free cash flow from the 2019 dividend cut, Lumen is now well-positioned to pay down about $2 billion of debt each year through year-end 2022. As of September 30, 2020, Lumen's leverage (Moody's adjusted) was approximately 3.9x. Moody's expects Lumen to have a good liquidity profile over the next 12 months, reflected by its SGL-2 speculative grade liquidity rating and supported by $526 million cash on hand as of September 30, 2020, and our expectation of at least $2.1 billion of after dividend free cash flow for full year 2020. The company had approximately $1.5 billion of near term debt maturities as of September 30, 2020. Lumen also has $1.125 billion of availability under its $2.2 billion senior secured revolving credit facility that expires in January 2025. With respect to the term loan A facilities and the revolver, the credit agreement requires Lumen to maintain a total leverage ratio of not more than 4.75x and a minimum consolidated interest coverage ratio of at least 2x. The term loan B facility is not subject to the leverage or interest coverage maintenance covenants. Moody's estimates Lumen will remain comfortably in compliance with the total leverage ratio and interest coverage ratio for the next 12 to 18 months. The instrument ratings reflect both the probability of default of Lumen, as reflected in the Ba3-PD probability of default rating, an average expected family recovery rate of 50% at default and the loss given default (LGD) assessment of the debt instruments in the capital structure based on a priority of claims. Lumen's corporate structure includes two layers of debt (secured/unsecured) at the holding company (Lumen Technologies, Inc.) level and three main operating company credit pools (Qwest Corporation, Embarq Corporation and Level 3 Parent, LLC) with multiple classes of debt within each. At the holding company level, Moody's rates the company's secured credit facility Ba3 and unsecured notes B2. Lumen's senior secured credit facilities, including its revolver and term loans, are rated Ba3, reflecting their senior position ahead of Lumen's unsecured debt. The senior secured credit facilities are guaranteed by CenturyTel Investments of Texas, Inc., Qwest Communications International, Inc., Qwest Services Corp., CenturyTel Holdings, Inc., CenturyLink Communications, LLC, and Centel Corporation. Unsecured guarantors include Embarq Corporation and Qwest Capital Funding, Inc. Wildcat Holdco LLC (Parent of Level 3 Parent, LLC) provides a pledge of stock. The B2 senior unsecured rating reflects its junior position in the capital structure at the holding company level and the significant amount of senior debt, including as of September 30, 2020 $8.7 billion of debt at Lumen, $10.1 billion of debt at Level 3, $4.2 billion of debt at Qwest Corporation, $0.4 billion of debt at Qwest Capital Funding, Inc. and $1.6 billion of debt at Embarq Corporation and its subsidiaries. The senior unsecured debt of Qwest Corporation is rated Ba2 based on its structural seniority and relatively low leverage of 1.3x (Moody's adjusted) as of September 30, 2020. The senior unsecured notes of Level 3 Financing, Inc. are rated Ba3, reflecting their structural seniority to Level 3 Parent, LLC, and junior position relative to Level 3 Financing, Inc.'s senior secured bank credit facility and senior secured notes which are rated Ba1. Leverage within the Level 3 Parent LLC credit pool was 3.5x (Moody's adjusted) as of September 30, 2020. The senior unsecured debt of Embarq Corporation is rated Ba2, reflecting a structurally senior (relative to Lumen) claim on the assets of Embarq Corporation, which had leverage of 1.1x (Moody's adjusted) as of September 30, 2020. The senior secured debt of Embarq Corporation's operating subsidiary, Embarq Florida, Inc., is rated Baa3. The stable outlook reflects Lumen's sustainable deleveraging trajectory following an early 2019 dividend reduction, continued strong execution on cost synergies since the Level 3 acquisition in November 2017 and solid opportunities for continuing transformational synergies over the next several years. Moody's expects that Lumen's leverage (Moody's adjusted) will steadily fall to 3.7x by year-end 2021, supported by solid operational execution and continued margin expansion despite continued secular pressures on top line growth, with excess cash flow dedicated to debt reduction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade Lumen's CFR to B1 if leverage (Moody's adjusted) increases above 4.25x or free cash flow turns negative, both on a sustained basis, or if capital investment is reduced to levels that could weaken the company's competitive position. A sustained reversal in the currently declining pace of revenue contraction could also result in a downgrade. Moody's could upgrade Lumen's CFR to Ba2 if both revenue and EBITDA were stabilized, leverage (Moody's adjusted) was sustained below 3.75x and free cash flow to debt was in the high single digit percentage range. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. Lumen Technologies, Inc., headquartered in Monroe, Louisiana, is an integrated communications company that provides an array of communications services to residential, business, governmental and wholesale customers. In October of 2017, Lumen acquired Level 3, an international communications company with one of the world's largest long haul communications and optical internet backbones. The company generated approximately $21.2 billion in revenue over the last 12 months ended September 30, 2020. LEVEL 3 FINANCING: S&P Rates $900MM Senior Unsecured Notes 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level and '4' recovery ratings to Level 3 Financing Inc.'s proposed $900 million senior unsecured notes due 2029. Level 3 is a wholly owned subsidiary of Monroe, La.-based telecommunications provider CenturyLink Inc. (doing business as Lumen Technologies). The '4' recovery rating indicates its expectation of average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. These sustainability-linked notes will have a fixed interest rate until 2026, at which point the interest rate payable on the notes will increase by 12.5 basis points unless the company has reached certain sustainability performance targets. S&P expected the company to use the net proceeds from these notes to repay the $900 million of 5.375% senior notes due 2024. S&P said, "Because the transaction does not affect Lumen's credit metrics, our 'BB' issuer credit rating and stable outlook on the company are unchanged. While Lumen's top-line results were generally better than expected during third-quarter 2020 and the company achieved $730 million of its $800 million-$1 billion of targeted run-rate synergies, its adjusted EBITDA (including integration and transformation costs) still fell 5% from the prior-year period because of revenue declines and COVID-19 pandemic-related expenses. Furthermore, we still believe that small and midsize businesses (SMB) and international customers, which account for about 28% of the company's total revenue, face heightened risk given the rising number of COVID-19 cases and the slow economic recovery. Lumen's international segment was hurt by the resurgence in COVID-19 cases during the third quarter, particularly in Europe and Latin America. However, the revenue declines in its SMB segment were somewhat muted because of government stimulus." "While we expect U.S. GDP to increase 4.2% in 2021--compared to a 3.9% decline in 2020--economic conditions could remain weak in the first half of the year as rising COVID-19-related hospitalizations have prompted more areas to shut down nonessential indoor recreational activities and places such as restaurants and gyms. Lumen's exposure to business customers, which represent about 75% of its revenue, could hurt operating and financial performance in the first half of the year, though we expect a strong rebound in the second half, assuming a successful distribution of vaccines, which will enable the U.S. to more fully open up the economy." "For 2020, we expect Lumen's EBITDA to decline by about 3%-5% and S&P adjusted leverage to remain at around 4x. In 2021, we expect a more modest EBITDA decline of 2%-4% and leverage to improve to the high-3x area on the back of stronger discretionary cash flow generation of more than $2 billion, despite high capital spending, which represents about 17%-18% of total revenue." LIFE TIME: Moody's Lowers CFR to Caa1 on Worsened Credit Metrics ---------------------------------------------------------------- Moody's Investors Service downgraded Life Time, Inc.'s ratings including its Corporate Family Rating to Caa1 from B3 and Probability of Default Rating to Caa1-PD from B3-PD. Concurrently, Moody's downgraded the rating for Life Time's existing senior secured first lien bank credit facility (revolver and term loan) to B3 from B2, and the rating for the company's senior unsecured notes to Caa3 from Caa2. Moody's also assigned B3 ratings to Life Time's proposed extended senior secured credit facility (revolver and term loan) and a B3 rating to the company's proposed $750 million senior secured notes due 2026. The outlook is stable. The downgrade reflects worsening credit metrics due to continued disruptions from the coronavirus and Moody's expectation that credit metrics will remain weak over the next year. Despite reopening most of its gyms after the spring lock down, Life Time had to re-close gyms in certain states in recent months due to state mandates to help contain increasing coronavirus cases. Utilization rates for re-opened gyms, especially in the Northeast, are low, which shows member's reluctance to go back to gyms because of concerns about coronavirus exposure in the US. As a result, the decline in dues paying members is quite meaningful since the start of the coronavirus pandemic. Debt-to-EBITDA leverage on a Moody's lease adjusted basis was about 16.0x for the LTM period ended September 30, 2020 and Moody's expects leverage will spike by year end 2020 to above 25x. Looking ahead, Moody's expects a recovery for the sector to start in the later part of 2021/early 2022 once a higher share of the public has been vaccinated and the coronavirus pandemic subsides. Moody's projects lease adjusted debt-to-EBITDA leverage for Life Time to decline to approaching 10x by year end 2021 and approaching 7.5x by year end 2022. This reflects Moody's assumption that the company's dues paying membership count will recover to about 15% to 20% below its pre-coronavirus level by 2022 and EBITDA will recover to about 15% below its 2019 level by year end 2022. Moody's took the following rating actions: Issuer: Life Time, Inc. Assignments: Proposed Senior Secured Notes, assigned B3 (LGD3) Extended Senior Secured First Lien Revolving Credit Facility, assigned B3 (LGD3) Extended Senior Secured First Lien Term Loan, assigned B3 (LGD3) Downgrades: Corporate Family Rating, downgraded to Caa1 from B3 Probability of Default Rating, downgraded to Caa1-PD from B3-PD Existing Senior Secured First Lien Revolving Credit Facility, downgraded to B3 (LGD3) from B2 (LGD3) Existing Senior Secured First Lien Term Loan, downgraded to B3 (LGD3) from B2 (LGD3) Senior Unsecured Notes, downgraded to Caa3 (LGD6) from Caa2 (LGD6) Outlook Actions: Issuer: Life Time, Inc. Outlook, revised to Stable from negative Moody's expects to withdraw the B3 rating on the existing revolver expiring in 2022 and term loan maturing in 2022 once the proposed transaction closes. RATINGS RATIONALE Life Time's Caa1 CFR reflects its very high leverage with Moody's adjusted debt-to-EBITDA expected to remain above 10x over the next year as the result of significant earnings declines due to reductions in membership and facility utilization from the coronavirus pandemic in the US. The rating is constrained by the company's aggressive growth policy and historically high reliance on external financing to support its new club openings including sale-leaseback transactions, landlord incentives and revolver borrowings. The rating also reflects Life Time's moderate geographic concentration and the business risks associated with the highly fragmented and competitive fitness club industry, which includes high membership attrition rates and exposure to shifts in consumer spending and economic cycles. Life Time's credit profile benefits from its focus on a more affluent member base and expanded service offerings relative to most fitness clubs that make it less susceptible to increasing competition from the value priced fitness clubs. The larger sized and country club lite facilities with outdoor amenities such as pools and tennis courts will continue to enable Life Time to fare better during the coronavirus pandemic and subsequent recovery versus its peers with only indoor gyms. The rating is also supported by the company's solid asset base from owning about 42% of its clubs, of which 29 are pledged to the first lien bank credit facilities. Monetization of real estate provides an additional option to bolster liquidity if needed, and distinguishes Life Time from most other fitness clubs where facilities are primarily leased. The company was able to access the sale leaseback market even during the worst period of the pandemic in 2020, which attests to the value of its real estate assets. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Our analysis has considered the effect on the performance of Life Time from the current weak US economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Specifically, the weaknesses in Life Time's credit profile, including its exposure to discretionary consumer spending have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the ongoing coronavirus pandemic and social distancing measures. Moody's expect the coronavirus concern for fitness clubs will start to subside in the second half of 2021 once a growing share of the public has been vaccinated. Governance concerns come from the fact that Life Time is owned by a group of private investors including large private equity firms. Financial policy has been aggressive in the past with regards to using high leverage and external financing to fund growth capital expenditure. However, the owners have been supportive of the company when needed in the past including cash injections via loans in mid-2020 to bolster liquidity and reinvestment, and Moody's expects owners to continue to be supportive with equity injections if necessary. Fitness clubs have sensitive customer data including information related to health, workout schedules, and credit cards. Protecting data security is thus important to attracting and retaining customers and increases operating costs. Rising labor costs are an issue. Demographic and societal trends toward health and wellness are positive social factors supporting demand growth, but growing competition from technology-oriented workouts is likely to weaken membership for facilities-based fitness providers unless they invest to broaden their service offerings. Moody's views environmental risks as low, but the company must meet environmental regulations when locating and constructing new clubs. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Life Time will have adequate liquidity including an approximate $140 million cash balance and no meaningful maturities until the unsecured notes are due in June 2023 post the proposed transaction to extend the revolver and term loan maturity and waive its springing covenant through March 31, 2022. The stable outlook also incorporates Moody's expectation that Life Time's owners will continue to support the company with equity injections in 2021 to fund operations and growth capital as needed and that the company could generate proceeds from sale-lease back transactions to help fund its operations over the next year. The existing liquidity and additional capital sources should help Life Time manage in a weak economic environment for fitness clubs where the company remains vulnerable to coronavirus disruptions and unfavorable shifts in discretionary consumer spending. Ratings could be upgraded should operating performance, credit metrics and liquidity improve. Specifically, renewed membership and EBITDA growth, positive free cash flow before growth investments, Moody's adjusted debt-to-EBITDA sustained below 7.5x along with good liquidity would be necessary for an upgrade. The ratings could be downgraded if there is further deterioration of membership levels, operating performance, credit metrics or liquidity. Furthermore, ratings could be downgraded should the prospect of a distressed exchange or other default increases, or if recovery prospects weaken. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Headquartered in Chanhassen, MN, Life Time, Inc. operates 149 large format fitness clubs in 29 states and one Canadian province mostly in suburban locations. LTM revenue as of September 30, 2020 was about $1.2 billion. The company is owned by a group of private investors. LOVES FURNITURE: Logistics Problems Added to Woes ------------------------------------------------- Lauren Coleman-Lochner of Bloomberg News reports that when it opened its first stores in August 2020, Loves Furniture tried to build on the legacy of Art Van Furniture, the Detroit institution that filed for bankruptcy and liquidated earlier this 2021. Just months later, Loves is seeking court protection as well. Loves initially bought about two dozen locations from the defunct retailer and hired a former Art Van vice president and Staples supply chain executive as its chief executive officer. But logistics problems hamstrung the new company, according to court papers. The warehousing and logistics related to Loves' initial inventory and sales was disastrous, the Company said in court filings. About Loves Furniture Loves Furniture Inc. d/b/a Loves Furniture and Mattresses -- http://www.lovesfurniture.com/-- is a furniture retailer that sells furniture, mattresses, home decor, and appliances. Loves Furniture Inc. sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to have $10 million to $50 million in assets and liabilities. BUTZEL LONG, led by Max J. Newman, is the Debtor's counsel. LSC COMMUNICATIONS: McDermott Represents SERP Participants Group ---------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firm of McDermott Will & Emery LLP submitted a verified statement to disclose that it is representing the SERP Participants Group in the Chapter 11 cases of LSC Communications, Inc., et al. In September 2020, certain individuals who are Supplemental Executive Retirement Plan Participants of the 2016 LSC Unfunded Supplemental Pension Plan engaged McDermott Will & Emery LLP to represent them in connection with the potential restructuring of the Debtors. McDermott represents only the SERP Participants Group and does not represent or purport to represent any entities other than the SERP Participants Group in connection with the Debtors' chapter 11 cases. In addition, the SERP Participants Group, both collectively and through its individual members, does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. As of Jan. 8, 2021, members of the SERP Participants Group and their disclosable economic interests are: Claim Amount ------------ JAMES T MAUCK $2,974,263.95 P.O. Box 1476 Clinton, IA 52733 JEFFREY A CUNIX $2,440,643.98 9014 N Karlov Skokie, IL 60076 CHARLES WINCHESTER $2,398,739.30 3320 Sanctuary PT Ft. Myers, FL 33905 STEWART BROWNLEE $1,746,879.43 1615 East Hemingway Drive Juno Beach FL 33408 JOHN WALTER $1,718,115.05 4351 Gulf Shore Blvd N. Unit 105 Naples, FL 34103 WILLIAM COZAD $1,638,462.68 1115 Glenview Rd. Glenview, IL 60025 RICHARD MCCLISH $1,447,387.00 1303 Covey Trail Prescott, AZ 86305 ED LANE $1,230,043.32 c/o Monica Fohrman 550 N Kingsbury #406 Chicago, IL 60654 MAGNUS NICOLIN $1,217,801.70 130 Av Moliere 1050 Brussels Belgium ROBERT O'NEIL $1,131,210.59 100N Collier Blvd #1007 Marco Island, FL 34145 WILLIAM MAJOR $1,085,339.00 2570 Brookhaven Case Lane, N.E. Atlanta, GA 30319 JONATHAN WARD $1,071,613.47 115 Sago Palm Rd Vero Beach, FL 32963 ROBERT LOGAN $961,672.00 115 33rd Avenue South Jacksonville Beach, FL 30250 SCOT SMITH $955,887.49 1125 South Race Street, #206 Denver, CO 80210 PHILIP DAMIANO $910,706.32 15 Green Road Amherst, NH 03031 RICHARD F MARCOUX $878,906.13 19 Durham Road Bronxville, N.Y. 10708 RICK STEWART $777,353.78 8001 Greenwhich Woods Dr McLean, VA 22102 RONALD DALY $767,392.36 1183 W Beagle Run Loop Hernando, FL 34442 ROBERT PYZDROWSKI $636,114.37 124 W. 8th Street Hinsdale, IL 60521 RORY COWAN $634,803.33 920 Palm Avenue Boca Grande, FL 33921 JEFFREY ANDERSON $604,198.54 488 Buena Road Lake Forest, IL 60045 MIKE ALLEN $582,278.60 433 South Lincoln St. Hinsdale, IL 60521 JOSEPH LAWLER $551,542.02 9725 Woods Dr, #1002 Skokie, IL 60077 SCOTT D WEISS $531,000.00 11 Sage Lane Monroe, CT 06468 MARK W LANIGAN $461,610.29 3006 W Duck Lake Rd Watersmeet, MI 49969 THOMAS HOLLO $431,675.15 17 Vanderpool drive Morristown, NJ 07960 MARK KASHISHIAN $533,333.49 32 S Gaden Rd. Fort Lauderdale, FL 33301 STEVE ZUCCARINI $348,944.61 6194 Bay Ridge Drive Petoskey, MI 49770 MONICA FOHRMAN $317,433.27 550 N Kingsbury #406 Chicago, IL 60654 JOHN O'CONNOR $244,875.95 169 Sleepy Hollow Road New Canaan, CT 06840 GREGORY A STOKLOSA $238,926.44 5400 N. Meadow CT Ann Arbor, MI 48105 ED SCHULZ $194,462.76 8 Bordeaux Coto De Caza, CA 92879 BOB COLEMAN $263,357.04 53 Fairway Lane Columbine Valley, CO 80123 JEFFREY RIBACK $256,375.06 67 Stonyhill Dr Morganville, NJ 07751 FRANK UVENA $228,681.39 33 W Huron Chicago, IL 60611 HOSHI DEBOO $206,969.18 229 65th Street Willowbrook, IL 60527 STEVE KOROL $191,709.07 955 Wildwood Ln Highland Park, IL 60035 JANET CLARKE $189,779.83 20290 Fairway Oaks Drive #283 Boca Raton, FL 33434 CRAIG MCCARTHY $164,893.14 1805 Hunting Core PL Alexandria, VA 22307 CHUCK SIEGEL $142,940.67 93 Park Road South Burlington, VT 05403 KRIS DELAY $100,473.00 17 Silver Ridge Common Weston, CT 06883 CHUCK LOFFREDO $91,700.87 8 Crandell CT Palm Coast, FL 32137 ANDY ALLEN $64,165.00 433 South Lincoln St. Hinsdale, IL 60521 Counsel to the SERP Participants Group can be reached at: Kristin K. Going, Esq. MCDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, NY 10173-1922 Telephone: (212) 547-5400 Facsimile: (212) 547-5444 E-mail: kgoing@mwe.com - and - Felicia Gerber Perlman, Esq. MCDERMOTT WILL & EMERY LLP 444 West Lake Street Chicago, IL 60606-0029 Telephone: (312) 372-2000 Facsimile: (312) 984-7700 E-mail: fperlman@mwe.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2N39xsx About LSC Communications LSC Communications, Inc. -- http://www.lsccom.com-- is a Delaware corporation established in 2016 with its headquarters located in Chicago. It offers a broad range of traditional and digital print products, print-related services, and office products. LSC Communications has offices, plants and other facilities in 28 states, as well as operations in Mexico, Canada and the United Kingdom. LSC Communications and its affiliates filed a Chapter 11 petition (Bankr. S.D.N.Y. Lead Case No. 20-10950) on April 13, 2020. In its petition, LSC Communications estimated $1.649 billion in assets and $1.721 billion in liabilities. Andrew B. Coxhead, chief financial officer, signed the petition. The Debtors tapped Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor LLP as their bankruptcy counsel, Evercore Group LLC as investment banker, AlixPartners LLP as restructuring advisor, and Prime Clerk as notice, claims and balloting agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases on April 22, 2020. The committee tapped Stroock & Stroock & Lavan, LLP and Levenfeld Pearlstein, LLC as its legal counsel, Alvarez & Marsal North America, LLC as its financial advisor, Jefferies LLC as investment banker, and Prime Clerk LLC as information agent. MALLINCKRODT PLC: Bid to Pay Creditors' Fees Faces DOJ Backlash --------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that the bid of Mallinckrodt PLC to pay the legal fees of its largest creditor groups, including various states and cities, is facing Justice Department scrutiny for allegedly defying bankruptcy rules. Mallinckrodt is asking the U.S. Bankruptcy Court for the District of Delaware to approve reimbursement arrangements it reached with the governments and unsecured noteholders as part of a larger restructuring support agreement. The RSA would reorganize the company and resolve outstanding opioid litigation. But the company should cover legal fees of a creditor only if that party has made "a substantial contribution to the case," U.S. Trustee Andrew R. Vara said. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MEN'S WEARHOUSE: S&P Assigns 'CCC+' ICR on Bankruptcy Exit ---------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issuer credit rating to The Men's Wearhouse, LLC (TMW), reflecting its expectations for continued operating performance challenges and ongoing secular pressures in 2021. S&P assigned its 'B' issue-level rating to the company's $75 million liquidity term loan facility maturing in 2025. At the same time, S&P assigned its 'CCC+' issue-level rating to the company's $365 million takeback term loan maturing in 2025. The Men's Wearhouse, LLC (TMW) recently emerged from the Chapter 11 bankruptcy, during which the company reduced the reported debt by more than $680 million. TMW's performance has been significantly weakened by the pandemic, and the pace of its recovery remains uncertain. TMW's performance has been significantly depressed by the COVID-19 pandemic, and it will face continued operating pressure and uncertainty in recovering sales and EBITDA lost throughout 2021, leading to elevated leverage and volatile cash flow over the next 12 months. S&P forecasts TMW's revenue will improve in 2021 following about a 60% decline in fiscal 2020, but it will still be less than the company's 2019 revenue. S&P believes TMW will struggle to drive substantial in-store traffic over the next 12 months, given consumer concerns surrounding health and safety and ongoing efforts to social distance. Although the company has expanded its online presence, that segment represents a minor percentage of total sales, and it will not make up for sales decline at brick-and-mortar locations. Furthermore, the pace of recovery is complicated by the uncertain macroeconomic environment and the potential path of the pandemic and vaccine distribution through 2021. S&P said, "We believe leverage will remain inflated through fiscal 2021, with modest improvement in the following year." "We expect that TMW will return to growth in 2021, supported by its lower balance sheet debt post-bankruptcy, and we forecast S&P Global Ratings' adjusted EBITDA will improve to about 11% in 2021 from negative in fiscal 2020. This results in inflated S&P Global Ratings' adjusted leverage for the next 12 months, which declines in 2022 to the 3x-4x range. We will anticipate deleveraging results as sales recover from in-store and growth from online, and EBITDA margin improvement on leveraging of fixed costs and reduced expenses related to management's efforts to improve efficiency and profitability." "The 'CCC+' rating and negative outlook reflect our view that TMW's capital structure may be unsustainable over the long term." "TWM successfully reduced funded debt by more than $680 million through bankruptcy. Post-emergence, we forecast the company will maintain a high draw on its revolver (about $300 million upon emergence), limiting financial flexibility and liquidity. We would not expect cash flow to materially reduce revolver borrowings in early 2021, so there remains a risk that cash burn could accelerate beyond our base-case expectations if unfavorable market conditions or weaker consumer spending persist. This would lead to incremental draw on the revolver, pressuring liquidity and reducing flexibility to manage working capital through seasonal peaks. As a result, we believe TMW depends on favorable market conditions to meet its financial commitments and generate sufficient cash to maintain operations, contributing to our view that the capital structure is unsustainable." "The negative outlook reflects our belief that TMW's operating performance will be under pressure throughout the next 12 months amid economic uncertainty, industry headwinds, and company-specific operational challenges. We believe the company is vulnerable and depends on favorable developments in its business and the economy to meet its financial commitments." S&P could lower its rating on TMW if: -- S&P believes the likelihood of an event of default in the next 12 months has materially increased; or -- The speed and magnitude of its sales and EBITDA recovery underperform S&P's expectations and lead to sustained cash burn, incremental draw on the asset-based loan (ABL), and materially weaker liquidity. S&P could raise its rating on TMW if: -- S&P sees a clear path of sales and EBITDA recovery, leading to positive free operating cash flow (FOCF) on a sustainable basis beyond 2021; and -- S&P no longer view the capital structure as unsustainable. METS LLC: Voluntary Chapter 11 Case Summary ------------------------------------------- Debtor: METS, LLC 136 Clarence Avenue Severna Park, MD 21146 Chapter 11 Petition Date: January 12, 2021 Court: United States Bankruptcy Court District of Maryland Case No.: 21-10214 Judge: Hon. Michelle M. Harner Debtor's Counsel: Brett Weiss, Esq. THE WEISS LAW GROUP, LLC 6404 Ivy Lane, Suite 650 Greenbelt, MD 20770 Tel: (301) 924-4400 E-mail: brett@BankruptcyLawMaryland.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Meta Townsend, managing member. The Debtor did not attach to the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RPC2JVY/METS_LLC__mdbke-21-10214__0001.0.pdf?mcid=tGE4TAMA MICRON DEVICES: Seeks Approval to Hire Bankruptcy Attorney ---------------------------------------------------------- Micron Devices, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Michael Gulisano, Esq., of Gulisano Law, PLLC as its bankruptcy attorney. Mr. Gulisano will render these legal services: (a) advise the Debtor regarding its powers and duties and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's operating guidelines and reporting requirements and with the rules of the court; (c) prepare legal documents; (d) protect the interest of the Debtor in all matters pending before the court; (e) represent the Debtor in negotiation with its creditors in the preparation of a Chapter 11 plan; (f) represent the Debtor in negotiation with its creditors to potentially resolve contested claims through mediation, court supervised settlement conferences, or similar proceedings; (g) review pleadings and other filings in various pending pre-bankruptcy litigation and arbitration proceedings involving the Debtor; (h) research and advise the Debtor on the unique intersection of a multitude of legal issues that are pertinent to this matter; and (i) perform additional legal services. The Debtor requests the retention of the attorney either on a general retainer or on a fixed or percentage fee basis. Mr. Gulisano disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Michael Gulisano, Esq. Gulisano Law, PLLC 5645 Coral Ridge Drive, Suite 207 Coral Springs, FL 33076 Telephone: (954) 947-3972 Facsimile: (954) 947-3910 Email: michael@gulisanolaw.com About Micron Devices Micron Devices, LLC, a Miami Beach, Fla.-based company that manufactures medical equipment and supplies, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-23359) on Dec. 7, 2020. Laura Perryman, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $2,520,764 and total liabilities of $6,254,656. Judge Laurel M. Isicoff oversees the case. Michael Gulisano, Esq., at Gulisano Law, PLLC serves as the Debtor's legal counsel. NEUROCARE CENTER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Neurocare Center Inc. 4048 Dressler Rd NW, Ste 100 Canton, OH 44718-2784 Business Description: Founded in 1995, Neurocare Center Inc. -- http://www.neurocarecenter.com-- provides health care services to patients with neurological, rehabilitative, and sleep disorders. Chapter 11 Petition Date: January 12, 2021 Court: United States Bankruptcy Court Northern District of Ohio Case No.: 21-60030 Judge: Hon. Russ Kendig Debtor's Counsel: Anthony J. DeGirolamo, Esq. ANTHONY J. DEGIROLAMO, ATTORNEY AT LAW 3930 Fulton Dr NW Ste 100B Canton, OH 44718-3040 Tel: (330) 305-9700 E-mail: tony@ajdlaw7-11.com Total Assets: $597,245 Total Liabilities: $2,128,274 The petition was signed by Andrew Stalker MD, president. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/CMLVSJQ/Neurocare_Center_Inc__ohnbke-21-60030__0001.0.pdf?mcid=tGE4TAMA NEW TROJAN: Moody's Assigns B2 CFR & B2-PD Prob. of Default Rating ------------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to New Trojan Parent, Inc. the acquirer of Strategic Partners Acquisition Corp. ("SPAC"), an indirect parent company of branded medical apparel company Careismatic, Inc. ("Careismatic" or, combined, the "company"). Moody's also assigned a B1 rating to New Trojan Parent's senior secured first lien credit facilities, consisting of a $100 million revolver expiring in 2026 and a $575 million senior secured term loan due 2028, and a Caa1 rating to its $140 million senior secured second lien credit facility due 2029. The rating outlook is stable. Proceeds from the term loans, along with new common equity and management equity rollover equity, were used to fund the acquisition of SPAC by private equity firm Partners Group ("Partners" or the "Sponsor"). The ratings are subject to review of final documentation. All ratings on the current SPAC entity are unaffected by actions, and will be withdrawn upon full repayment of the debt obligations. "The ratings reflect the stable and growing demand for medical uniforms, which has recently accelerated due to global coronavirus pandemic, the low fashion risk and replenishment nature of the product, and high operating margins," stated Mike Zuccaro, Moody's Senior Analyst. "However, the ratings are constrained by the company's high pro forma leverage of over 6.75 times for the LTM period ending September, modest scale, and narrow product focus," Zuccaro added. The ratings also reflect governance considerations including financial strategies that will be dictated by its private equity sponsor. Moody's took the following rating actions: Assignments: Issuer: New Trojan Parent, Inc. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 GTD Senior Secured 1st Lien Term Loan, Assigned B1 (LGD3) GTD Senior Secured 1st Lien Revolving Credit Facility, Assigned B1 (LGD3) GTD Senior Secured 2nd Lien Term Loan, Assigned Caa1 (LGD6) Outlook Actions: Issuer: New Trojan Parent, Inc. Outlook, Assigned Stable RATINGS RATIONALE New Trojan Parent, Inc.'s (dba "Careismatic") B2 CFR reflects its modest scale and narrow product focus on a single apparel category (predominantly medical uniforms and scrubs) and high customer concentration, which exposes the company to changes in retailer merchandising and pricing strategies. The ratings also reflect governance considerations including financial strategies that will be dictated by its private investment firm, including a tolerance for high leverage and the potential for debt-financed acquisitions or dividend distributions. While proforma Debt-to-EBITDA is very high at over 6.75x as of September 2020, Moody's expects significant improvement over the next 12-18 months, to less than 5.75x, due to expectations for continued earnings growth and material debt reduction. Mitigating these risks are the stable and growing demand for medical uniforms, which has recently accelerated due to global coronavirus pandemic, and the category's low fashion risk and the replenishment nature of the product which drive a typically stable and predictable revenue stream. The company also benefits from its consistent high operating margins, portfolio of well-recognized brands within its market, good liquidity and pro forma EBITA interest coverage of around 2.5x. The stable outlook reflects Moody's view that credit metrics will improve over the near term due to revenue and earnings growth and material debt reduction with excess cash flow, and that liquidity will remain good, with strong positive free cash flow generation due to working capital reductions. The B1 ratings on the first lien credit facilities reflect their first lien position on substantially all assets of the company and guarantors. The Caa1 rating on the second lien credit facility reflects its second lien position on the same collateral. The credit facilities are guaranteed by CBI Intermediate, Inc. (New Trojan Parent, Inc.'s parent company) and all material domestic subsidiaries. The term loans do not contain any financial maintenance covenants, while the revolver contains a maximum springing first lien net leverage ratio covenant. Final terms are expected to contain covenant flexibility for transactions that could adversely affect creditors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if the company's overall operating performance, liquidity or relationships with key customers deteriorate, or if financial policies become more aggressive such as through material debt-financed dividends. Credit metrics include debt/EBITDA maintained above 6 times or EBITA/interest expense falling below 1.75 times. The ratings could be upgraded if the company diversifies its product line, meaningfully increases its size and reduces its reliance on key customers by growing in other channels, while maintaining very good liquidity and a commitment to maintaining conservative financial policies and credit metrics, including debt/EBITDA sustained below 4.5 times. New Trojan Parent, Inc. is a new entity created to acquire Strategic Partners Acquisition Corp. by private equity firm Partners Group. SPAC is the parent company of Careismatic Brands, Inc., which designs and distributes medical and school uniform apparel and related products globally. Careismatic operates using various trademarks including Cherokee and Dickies. The principal methodology used in these ratings was Apparel Methodology published in October 2019. OCEAN REALTY: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Ocean Realty Partners LLC 268 Newsbury St. Boston, MA Chapter 11 Petition Date: January 11, 2021 Court: United States Bankruptcy Court District of Massachusetts Case No.: 21-10025 Debtor's Counsel: Neil Kreuzer, Esq. LAW OFFICES OF NEIL KREUZER 268 Newbury St., 4th Floor Boston, MA 02116-2424 Tel: (617) 739-9700 E-mail: nkreuzer@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Eric Appleton, manager. The Debtor did not attach to the petition a list of its 20 largest unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor. com at: https://www.pacermonitor.com/view/PZKGMXY/Ocean_Realty_Partners_LLC__mabke-21-10025__0001.0.pdf?mcid=tGE4TAMA OUTFRONT MEDIA: Moody's Rates New $500MM Sr. Unsec. Notes 'B2' -------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to the proposed $500 million senior unsecured note due 2029 of OUTFRONT Media Capital LLC, a subsidiary of OUTFRONT Media Inc. (OUTFRONT). The B1 corporate family rating of OUTFRONT, the Ba1 senior secured and the B2 rating on the existing senior unsecured notes issued by the subsidiary remain unchanged. The negative outlook also remains unchanged. The net proceeds of the $500 million senior unsecured note and cash from the balance sheet will be used to repay the $500 million senior unsecured note due 2024. Pro forma leverage will be unchanged at 8.9x as of Q3 2020 (excluding Moody's standard lease adjustment), but interest expense is projected to decline slightly while extending the maturity of a portion of OUTFRONT's debt. The rating on the existing note due 2024 will be withdrawn after repayment. Assignments: Issuer: OUTFRONT Media Capital LLC Gtd Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD4) LGD Adjustments: Issuer: OUTFRONT Media Capital LLC LGD Senior Secured Bank Credit Facility, Adjusted to (LGD2) from (LGD1) RATINGS RATIONALE OUTFRONT's B1 CFR reflects the impact from the coronavirus pandemic on outdoor advertising spending which has led lead to higher leverage and decreased operating cash flow. The smaller transit division, which had been the fastest growing division prior to the pandemic, has been impacted more severely and will take longer to recover than the billboard division. The transit division has a sizable, long term contract with the New York Metropolitan Transportation Authority to deploy digital transit displays (including platform, subway, and railcar displays) over the next several years. OUTFRONT also has significant exposure to both New York City and Los Angeles which has increased the impact of the pandemic on operating performance. Moody's expects that OUTFRONT'S high pro forma leverage of 8.9x (excluding Moody's standard lease adjustment) as of Q3 2020 will increase further in the near term before year-over-year performance improves in Q2 2021. OUTFRONT benefits from its market position as one of the largest outdoor advertising companies in the US with positions in all the top 25 markets and approximately 150 markets in the US and Canada. The conversion of traditional static billboards and transit displays to digital is expected to support revenue and EBITDA growth after the impact of the pandemic abates. Compared to other traditional media outlets, the outdoor advertising industry is not likely to suffer from disintermediation and benefits from restrictions on the supply of billboards which help support advertising rates and high asset valuations. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of advertising revenue from the current weak US economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. A governance impact that Moody's considers in OUTFRONT's credit profile is the company's relatively aggressive financial policy. Historically, OUTFRONT paid material dividends and capital expenditures that have led to negative free cash flow over the past few years. Moody's expects that OUTFRONT will be focused on preserving liquidity, as evidenced by the suspension of dividend payments in Q2 2020 but the company will continue operating as a REIT. OUTFRONT is a publicly traded company listed on the New York Stock Exchange. Moody's expects OUTFRONT to maintain good liquidity as reflected by the speculative grade liquidity rating of SGL-2. OUTFRONT will continue to have access to an undrawn $500 million revolver due 2024 ($2 million of LCs outstanding) and approximately $672 million in cash pro forma for the transaction as of Q3 2020 following $400 million in new preferred equity in Q2 2020. The liquidity position is projected to be sufficient to manage through the pandemic. OUTFRONT also has an $80 million Repurchase Facility that is fully drawn. The $125 million Accounts Receivable Facility was undrawn, but was temporarily suspended in 2020 and not currently available. There is an additional $78 million of L/C facilities which had $72 million outstanding as of Q3 2020. OUTFRONT has generated good cash flow from operations prior to shareholder distributions historically, but free cash flow was negative in 2017, 2018 and 2019 after capex, MTA equipment deployment costs, and dividends. The dividend payment was suspended to help preserve liquidity in Q2 2020. Moody's projects FCF will be relatively breakeven in the near term as lower operating cash flow is offset by reduced capex and the dividend suspension for the common shares (cash dividend payments are expected to continue on the preferred equity). Capex is projected to increase in 2021 from 2020 levels as OUTFRONT begins to recover from the pandemic and economic recession. OUTFRONT's also has a $300 million At-the-Market equity (ATM) offering program ($52 million issued in 2019, none YTD as of Q3 2020) that could be used to help fund modest acquisitions or negative FCF. The term loan is covenant lite, but the revolver is subject to a maximum consolidated net secured leverage ratio of 4.5x compared to a ratio of 1.0x as of Q3 2020. OUTFRONT executed an amendment to its financial covenants that allows for the use of covenant EBITDA from Q2 and Q3 2019 in place of Q2 and Q3 2020 EBITDA levels, which Moody's expects will allow OUTFRONT to maintain a sufficient cushion of compliance with its covenant over the next year. The negative outlook reflects Moody's expectation of continuing declines in OUTFRONT's year-over-year revenue and EBITDA due to the economic impact of the pandemic which will lead to higher leverage levels and decreased operating cash flow until Q2 2021. OUTFRONT's smaller transit division will continue to be the most significantly affected in the near term due to the company's exposure to New York City and will take longer to recover than the billboard division. As the pandemic subsides, Moody's expects performance will improve in 2021 as advertising spending in larger markets recovers and OUTFRONT anniversaries trough quarters in Q2 and Q3 2020. Moody's projects leverage to decline below 6x by the end of 2022 as outdoor and transit advertising revenue recover from the pandemic and from a portion of excess cash being direct to debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade is unlikely due to the negative outlook and very high leverage levels. However, an upgrade could occur if leverage decreases below 5x (excluding Moody's standard adjustments) and OUTFRONT demonstrates both the desire and ability to sustain leverage below that level while maintaining a good liquidity position. Positive organic revenue growth would also be required, in addition to positive free cash flow after distributions. The ratings could be downgraded if leverage was expected to be maintained above 6x (excluding Moody's standard adjustments). A deterioration in OUTFRONT's liquidity position, continued negative free cash flow after dividends, or inability to obtain an amendment to the financial maintenance covenant if needed could also trigger a downgrade. OUTFRONT Media Inc. (fka CBS Outdoor Americas Inc.) is one of the leading outdoor advertising companies with operations primarily in the US in addition to Canada. OUTFRONT was previously an operating subsidiary of CBS Corporation and in July 2014 began operating as a REIT. In 2014, OUTFRONT completed the acquisition of certain outdoor assets from Van Wagner Communications, LLC for $690 million. In 2016, the company sold its Latin America outdoor assets to JCDecaux S.A. for approximately $82 million in cash. In 2017, OUTFRONT acquired the equity interests of certain subsidiaries of All Vision LLC to expand its outdoor advertising assets in Canada for $94 million of cash and equity. Reported revenues were approximately $1.4 billion as of Q3 2020. The principal methodology used in this rating was Media Industry published in June 2017. OUTFRONT MEDIA: S&P Rates Subsidiaries' Senior Unsecured Notes 'B+' ------------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level and '4' recovery ratings to the proposed $500 million of senior unsecured notes issued by New York City-based outdoor advertising company Outfront Media Inc. subsidiaries Outfront Media Capital Corp. and Outfront Media Capital LLC. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 30%) recovery for lenders in the event of a payment default. Outfront plans to use the proceeds to redeem its $500 million senior unsecured notes due in 2024. The transaction does not affect S&P's 'B+' issuer credit rating or negative outlook on Outfront because it is leverage-neutral. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Following the transaction, Outfront's debt capitalization will consist of a priority $125 million accounts receivable securitization facility due 2022 (unrated), an $80 million priority secured repurchase facility due 2020 (unrated), a senior secured class (comprising a pari passu $500 million revolving credit facility due 2024 and a $600 million term loan B due 2026), and a senior unsecured class (comprising of pari passu $400 million 6.25% senior notes due 2025, $650 million 5.0% senior notes due 2027, $500 million 4.625% senior notes due 2030, and the new $500 million senior notes due 2029). The senior secured and unsecured debt is issued by co-borrowers Outfront Media Capital Corp. and Outfront Media Capital LLC. -- The senior secured credit facility is secured by a first-priority security interest in all tangible and intangible assets (subject to 66% of the voting stock of and 100% of the nonvoting stock of first-tier foreign subsidiaries). Simulated default assumptions -- S&P's simulated scenario contemplates a default in 2025 primarily due to a prolonged downturn in advertising and increased competition from alternative media that materially reduces Outfront's revenue and cash flow. -- Other default assumptions include an 85% draw on the revolving credit facility, a 60% draw on the accounts receivable securitization and secured repurchase facility, LIBOR is 2.5%, and all debt includes six months of prepetition interest. -- S&P values the company on a going-concern basis using a 7.5x multiple of its projected emergence EBITDA, in line with that for other outdoor advertising companies it rates. Simplified waterfall -- EBITDA at emergence: $265 million -- EBITDA multiple: 7.5x -- Gross recovery value: $2 billion -- Net recovery value for waterfall after administrative expenses (5%): $1.9 billion -- Valuation split (obligors/nonobligors (Canadian nonguarantor subsidiaries)): 95%/5% -- Estimated priority claims: $125 million -- Value available for senior secured debt: $1.7 billion -- Estimated senior secured debt: $1.1 billion -- Recovery expectations: 90%-100%; rounded estimate: 95% -- Value available for senior unsecured debt: $700 million -- Estimated senior unsecured debt: $2.1 billion -- Recovery expectations: 30%-50%; rounded estimate: 30% PAPPY'S SAND: Seeks Approval to Tap Ritchie Brothers as Auctioneer ------------------------------------------------------------------ Pappy's Sand & Gravel, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ritchie Brothers to conduct an auction sale of its equipment. Ritchie Brothers will get a commission based on the gross sale price of each equipment as follows: (a) 9 percent for any lot in excess of $2,500; and (b) 9 percent for any lot realizing $2,500 or less, with a minimum fee of $100 per lot. Ritchie Brothers is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Ritchie Brothers 15500 Eastex Frwy. Humble, TX, 77396 Telephone: (713) 455-5200 Facsimile: (713) 455-5270 About Pappy's Sand & Gravel Pappy's Sand & Gravel, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32723) on Oct. 28, 2020. At the time of the filing, the Debtor listed estimated assets and liabilities of less than $50,000. Judge Stacey G. Jernigan oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's legal counsel. PAPPY'S TRUCKS: Seeks to Hire Ritchie Brothers as Auctioneer ------------------------------------------------------------ Pappy's Trucks Ltd. seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Ritchie Brothers to conduct an auction sale of its equipment. Ritchie Brothers will get a commission based on the gross sale price of each equipment as follows: (a) 9 percent for any lot in excess of $2,500; and (b) 9 percent for any lot realizing $2,500 or less, with a minimum fee of $100 per lot. Ritchie Brothers is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Ritchie Brothers 15500 Eastex Frwy. Humble, TX, 77396 Telephone: (713) 455-5200 Facsimile: (713) 455-5270 About Pappy's Trucks Pappy's Trucks Ltd., a freight shipping and trucking company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33605) on Oct. 31, 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 case is assigned to Judge Stacey G. Jernigan. The Debtor tapped Joyce W. Lindauer Attorney, PLLC, as its legal counsel. PERRY FARMS: Plan to be Funded by Rental Income & Capital Infusion ------------------------------------------------------------------ Perry Farms, LLC, submitted an Amended Plan of Reorganization for Small Business and a corresponding Disclosure Statement on Jan. 8, 2021. The Amended Plan discusses the new Lease Agreement negotiated by Perry Farms with Radford for a term of five years, with an option to extend for five additional years. Consistent with industry standards, rent, pursuant to the Lease Agreement, will be $0.25 per ton of stone mined from the leased property, but a minimum of $25,000 per year, payable is equal monthly installment of $2,084. Five days after the end of each calendar quarter, Radford shall make quarterly payments to Debtor based on the number of tons mined less the Minimum Rent received for those calendar months. The Debtor has continued to collect rent from Radford, post-petition at the rate of $2,009 and Radford is current on its rent payments. In addition, Perry Farms has remitted payments to First Community on the two secured notes held by First Community. For the months of October and November the Debtor remitted two payments of $1,000 each to First Community on Note 3102. For the months of October and November the Debtor remitted two payments of $500 each to First Community on Note 2613. First Community filed a Motion to Dismiss on Oct. 15, 2020. A hearing was held on Dec. 2, 2020 and an Order was entered continuing said hearing to January 15, 2021. The Court also ordered that the Debtor pay all rental income received for the months of December and January to First Community on or before Jan. 11, 2020. The Debtor has remitted the December rental income of $2,009 and will pay its rental income for January and February in compliance with the Court's Order. On Jan. 7, 2021 the Debtor filed an Application to Employ Jimmy Bonifacino, licensed broker, and General Realty of Tennessee for the purposes of listing and selling the TN Property. The term of the listing agreement expires on Sept. 30, 2021 and provides a list price of $200,000.00. The Plan of Reorganization contemplates payments to the various classes of creditors using income derived from rental income as well as a small capital infusion from Insider, Jennifer Cecile. The Debtor's Plan significantly depends on rental income derived from Radford Quarries, LLC. Class VIII Insider Claims will be subordinated to all other Claims in this proceeding and no payment on Insider Claims shall be received, if at all, until all payments on the Claims of Class I through Class VII are paid in full, all as required under the terms and conditions of this Plan. In addition to the subordination of Insider Claims, Jennifer Cecile, will contribute a capital infusion of $750 on the Effective Date. The Debtor anticipates, based upon projected rental income and resulting cash flow and the restructuring of current indebtedness, that the Reorganized Debtor will have sufficient funds to pay debt obligations pursuant to the terms specified in this Plan. All remaining funds shall be applied to the Class VI Claim of First Community. Finally, Jennifer Cecile shall make a capital infusion of $750 on the Effective Date. A full-text copy of the Amended Plan of Reorganization dated Jan. 8, 2021, is available at https://bit.ly/3oH42NQ from PacerMonitor.com at no charge. Attorney for the Debtor: Samantha K. Brumbaugh Ivey, McClellan, Gatton & Siegmund PO Box 3324 Greensboro, NC 27402 Telephone: 336-274-4658 Email: skb@iveymcclellan.com About Perry Farms LLC Moore Haven, Fla.-based Perry Farms, LLC, a company in the crop production industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 20-50338) on Aug. 19, 2020. At the time of the filing, Debtor had estimated assets of up to $50,000 and liabilities of between $100,000 and $500,000. Judge Laura T. Beyer oversees the case. Ivey, McClellan, Gatton & Siegmund, LLP is Debtor's legal counsel. PETRA DIAMOND: UK Court OKs Plan; U.S. Hearing Jan. 14 ------------------------------------------------------ Petra Diamonds (LON: PDL) said the company's investors and a UK court have approved plans to restructure the business. The Company announced Jan. 8, 2021, that its restructuring was approved by the requisite majority of holders of notes (being a majority in number, representing at least 75 percent in value of the creditors present and voting). The scheme involves a proposed debt-for-equity conversion involving the issue of 8,844,657,929 new ordinary shares in consideration for the assignment by the noteholders to the Company of US$409.9 million of notes, which has been approved by the UK Financial Conduct Authority. The Company announced that on Jan. 12, 2021, the High Court of Justice of England and Wales sanctioned the Company's debt-for-equity plan, citing that all requirements for sanctioning the scheme have been satisfied. On Jan. 13, 2021, the Company announced that over 95% of shareholders voted in favor of a resolution that includes (i) reducing authorized share capital of the company by cutting the nominal value of all ordinary shares from 10 pence to 0.001 pence, (ii) an increase to Petra's authorized share capital through the creation of 8.5-million ordinary shares and (iii) authorization for directors to allot ordinary shares up to £88,447 (being just over 8.8-million ordinary shares). The scheme will only become effective if the conditions are approved and/or implemented or waived. The restructuring will be effective if, in particular, (i) Petra's shareholders approve the issuance of the new shares, (ii) the United States Bankruptcy Court grants the U.S. Chapter 15 Order, and (iii) regulatory approval from the Financial Surveillance Department of the South African Reserve Bank is obtained. Petra will seek recognition of its debt plan in the U.S. under Chapter 15 of the Bankruptcy Code in a hearing scheduled on Jan. 14, 2021. At the Jan. 14 hearing, Petra Diamonds US$ Treasury PLC, will ask the bankruptcy court in New York for recognition of the proceedings in England as foreign main proceeding. The company expects to complete the reorganization in the first quarter of 2021. According to Mining.com, Petra Diamonds' weak financial position, a product of stagnant demand and heavy borrowing to expand its mines, particularly the iconic Cullinan, pushed it to put itself up for sale in June. Petra reversed the decision in October, opting instead for the debt-for-equity restructuring. Mining.com relates that the diamond miner is also dealing with allegations of human rights abuses at its Williamson mine in Tanzania, resulting from the actions of its security guards. About Petra Diamonds Limited Jersey-based Petra Diamonds -- http://www.petradiamonds.com/-- is an independent diamond mining company and a supplier of gem quality rough diamonds to the international market. The Company has a diversified portfolio incorporating interests in three underground producing mines in South Africa (Finsch, Cullinan and Koffiefontein) and one open pit mine in Tanzania (Williamson). Petra is quoted with a premium listing on the Main Market of the London Stock Exchange under the ticker 'PDL' and is a constituent of the FTSE4Good Index. The Company's US$650 million loan notes due in 2022, currently subject to restructuring, are listed on the Global Exchange market of the Irish Stock Exchange. In May 2020, Petra Diamonds Limited signed a forbearance agreement with respect to the May 2020 interest payment due on its US$650 million 7.25% Senior Secured Second Lien Notes. In June 2020, the Company commenced a sale process but scrapped the plan several months later after it was unable to receive a viable offer. In October 2020, the Company announced that it has reached agreement with noteholders on a restructuring that provides for (i) partial reinstatement of the notes debt and the contribution by holders of the existing Notes of US$30.0 million in new money, each to take the form of new senior secured second lien notes, and (ii) conversion of the remainder of the Notes debt into equity, which will result in the Noteholder group holding 91% of the enlarged share capital of PDL. On Dec. 2, 2020, the Debtor applied to the High Court of Justice of England and Wales for permission to convene the scheme meeting with holders of the notes. The restructuring was approved by the requisite majority of holders of notes at the scheme meeting on Jan. 8, 2021. The Company announced that on Jan. 12, 2021, the High Court of Justice of England and Wales sanctioned the Company's debt-for-equity plan. Petra Diamonds US$ Treasury plc filed a Chapter 15 petition in New York (Bankr. S.D.N.Y. Case No. 20-12874) on Dec. 15, 2020, to seek recognition of the Company's restructuring in England. Petra Diamonds' U.S. counsel: Jeffrey D. Saferstein Paul, Weiss, Rifkind, Wharton Tel: 212-373-3347 E-mail: jsaferstein@paulweiss.com PETVET CARE: $250MM Term Loan Add-on No Impact on Moody's B3 CFR ---------------------------------------------------------------- Moody's Investors Service said that PetVet Care Centers, LLC's $250 million add-on to its first lien term loan has no impact on the company's ratings, including the B3 Corporate Family Rating and B3-PD Probability of Default Rating, and the B2 ratings on its senior secured first lien credit facilities. The ratings outlook remains stable. Proceeds will add cash to the balance sheet, and have been earmarked to fund future acquisitions. The increase in overall debt and interest burden is modestly credit negative as it will slow PetVet's deleveraging trajectory. Based in Westport, Connecticut, PetVet Care Centers, LLC is a national veterinary hospital consolidator offering a full range of medical products and services and operating 310 locally-branded animal hospitals across 33 states. In August 2020, PetVet acquired MAVANA, Inc., a group of 27 hospitals that generated LTM revenues of nearly $130 million. PetVet is owned by private equity sponsor, Kohlberg Kravis Roberts & Co. L.P. ("KKR"). Pro forma revenue for the twelve months ended September 30, 2020 was approximately $1.1 billion. PIKE CORP: S&P Rates New $315MM Incremental Term Loan 'B' --------------------------------------------------------- S&P Global Ratings assigned its 'B' issue-level rating and '3' recovery rating to Pike Corp.'s (B/Stable/--) proposed $315 million incremental term loan B. The '3' recovery rating indicates its expectation that lenders would receive meaningful recovery (50%-70%; rounded estimate: 65%) of their principal in the event of a payment default. The company plans to use the proceeds from this term loan to refinance the bridge loan issued in December 2020 related to Lindsay Goldberg's purchase of a 50.1% voting equity stake in the company. S&P said, "Our rating and stable outlook on Pike continue to reflect our expectation that it will benefit from organic growth, supported by its backlog of projects, and forecast healthy margins resulting in debt to EBITDA of less than 5x. However, we estimate its free operating cash flow (FOCF) to debt could decline below 5% in 2021 due to working capital swings." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- S&P simulated default scenario assumes a payment default occurring in 2023 that stems from broader macroeconomic weakness, which leads to a slowdown in outsourcing and reduced or postponed maintenance spending by the company's utility customers. -- This could be further exacerbated if the company is unable to attract and/or retain a skilled labor force, particularly in the event of a severe storm when there is an immediate need to mobilize its employees to provide a timely response. -- This could cause the company to lose key contracts and customers, leading its revenue to decline and reducing its margins. At this point, Pike's cash flow generation would be impaired, its liquidity eroded, and a payment default could occur. -- S&P's other assumptions include an 85% draw on its revolving line of credit. Simulated default assumptions -- Simulated year of default: 2023 -- EBITDA at emergence: $114 million -- EBITDA multiple: 5x Simplified waterfall -- Net enterprise value (after 5% admin. costs): $541 million -- Secured first-lien debt claims: $811 million -- First-lien recovery expectations: 50%-70% (rounded estimate: 65%) -- Value available to unsecured claims: $0 million -- Senior unsecured claims: $514 million -- Senior unsecured recovery expectations: 0%-10% (rounded estimate: 0%) Note: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from nonobligors after nonobligor debt. Ratings List Pike Corp. Issuer Credit Rating B/Stable/-- New Rating Pike Corp. Senior Secured US$315 mil 1st-lien incremental term bank ln due 2027 B Recovery Rating 3(65%) PRESTIGE BRANDS: S&P Alters Outlook to Positive, Affirms 'B+' ICR ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on U.S.-based Prestige Brands Inc. and revised the outlook to positive from stable. Concurrently, S&P is affirming its 'BB' rating on the company's senior secured term loan and 'B+' rating on its senior unsecured notes. The positive outlook reflects the potential for a higher rating if the company maintains its current financial policy and demonstrates it will sustain leverage below 5x. S&P said, "The outlook revision reflects our expectation that the company will maintain its current financial policies, which will result in further gradual deleveraging. Until recently, Prestige had a history of leveraging up to 6x for opportunistic acquisitions and subsequently deleveraging toward the 5x area. The company has not been as acquisitive in the last few years, and while management allocated some free cash flow to share repurchases (around $50 million annually in fiscal 2019 and 2020), it has prioritized debt repayment. This includes prepaying $130 million in term debt over the last six months, which has driven leverage down to 4.5x for the 12 months ending Sept. 30, 2020, from 5x for the 12 months ending March 31, 2020. Management's stated leverage target remains 3.5x-5x (we estimate that S&P Global Ratings adjusted leverage is around 0.25x above this company-defined leverage metric). We believe the company is unlikely to pursue large strategic acquisitions that could have a significant negative effect on credit metrics and push leverage materially above its target range. Further, we expect the company will continue to prioritize debt repayment such that leverage is sustained around or below the midpoint of this range. We forecast leverage will be slightly below 4.5x at the end of fiscal 2021 (ending March 31) and in the low-4x area in fiscal 2022." Diversification across multiple product categories has helped the company maintain steady operating performance. Government-imposed restrictions and general social distancing trends caused by the COVID-19 pandemic have been headwinds for several of Prestige's key product categories. Its cough and cold and gastrointestinal products in particular have been significantly impaired because of reduced illnesses (as consumers have spent more time in isolation and have observed travel restrictions). At the same time, other product categories, including analgesics, women's health, and eye and ear care, have experienced tailwinds because of increased consumer focus on hygiene and at-home self-care as consumers have tried to avoid doctors' visits. These trends have generally offset each other, resulting in close to flat revenue growth over the first six months of the company's fiscal 2021. The stronger-performing categories have been boosted by management's prudent allocation of advertising dollars and increased investment in e-commerce. S&P expects headwinds to the cough and cold and gastrointestinal categories will moderate as vaccines are gradually rolled out and government-imposed restrictions are relaxed. However, it may take a couple of years for category sales to normalize to prepandemic levels as some consumers continue to practice social distancing and limit travel. Although tailwinds to the other categories will also likely moderate, S&P believes the company's enhanced digital capabilities could enable it to sustain higher sales. S&P said, "Our ratings continue to reflect Prestige's solid market positions in niche over-the-counter (OTC) product categories that benefit from recurring demand. Prestige generally has a No. 1 or 2 market share in small OTC product categories primarily in North America, with a more limited presence in Australia and some other international markets. The company competes with large multinational consumer health and personal care rivals in certain categories, but we believe it faces more meaningful competition from private-label products, and it has to contend with the significant bargaining power of its large retail customers (including Wal-Mart, which accounts for about 23% of sales). In the early stages of the pandemic, retailers were more focused on keeping shelves stocked, which was a positive for branded players given demand was outstripping supply. As the environment normalizes, Prestige could face pressure in some categories if retailers put greater emphasis on their private-label offerings or resume inventory destocking initiatives. Nevertheless, the company has demonstrated its ability to defend its market share in difficult environments in the past and we expect it will continue to generate steady free cash flow given the noncyclical, recurring demand for most of its products. We believe the company's organic growth prospects remain modest due to the mature nature of the categories in which it competes, but we expect profits to remain steady." The positive outlook reflects the potential for a higher rating if the company maintains its less aggressive financial policies. S&P said, "We could raise the rating if we believe the company will sustain leverage below 5x. This would be predicated on our view that the company will not pursue large debt-financed acquisitions or share repurchases that could lead to a meaningful deterioration in credit metrics." "We could revise the outlook to stable if we believe leverage will be sustained above 5x, attributable either to more-aggressive financial policies or weakened operating performance." Operating performance could weaken as a result of rising input costs, competitive incursions from branded or private-label rivals, or a renewed retailer emphasis on inventory destocking as a result of deterioration in the brick and mortar channel." PROFESSIONAL FINANCIAL: Gets Approval to Hire Real Estate Agent --------------------------------------------------------------- Professional Financial Investors Inc. and Professional Investors Security Fund, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of California to employ Matthew Storms, a real estate agent at Keegan & Coppin Company Inc. PFI needs the assistance of a real estate agent to sell its commercial real property located at 300 Entrada Drive, Novato, Calif. PFI has agreed to pay Mr. Storms a commission equal to 4.75 percent of the purchase price from the sale proceeds. Mr. Storms disclosed in court filings that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Storms can be reached at: Matthew Storms Keegan & Coppin Company Inc. Larkspur Office 101 Larkspur Landing Circle Larkspur, CA 95939 Telephone: (415) 461-1010 Facsimile: (415) 925-2310 Email: MStorms@KeeganCoppin.com 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. R. EDGE CONTRACTING: Case Summary & 16 Unsecured Creditors ---------------------------------------------------------- Debtor: R. Edge Contracting, LLC 520 White Plains Road Suite 500 Tarrytown, NY 10591 Business Description: R. Edge Contracting, LLC is in the business of electric power generation, transmission and distribution. Chapter 11 Petition Date: January 13, 2021 Court: United States Bankruptcy Court Southern District of New York Case No.: 21-22015 Judge: Hon. Robert D. Drain Debtor's Counsel: Michael A. Koplen, Esq. LAW OFFICES OF MICHAEL A. KOPLEN 14 South Main Street Suites 4 and 5 New City, NY 10956 Tel: 845-623-7070 Fax: 845-708-5597 E-mail: Atty@KoplenLawFirm.com Total Assets: $2,625,422 Total Liabilities: $4,034,151 The petition was signed by Richard Contrata, Jr., president. A copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VYNE5FA/R_Edge_Contracting_LLC__nysbke-21-22015__0001.0.pdf?mcid=tGE4TAMA RGN-CHICAGO XLIV: Case Summary & Unsecured Creditor --------------------------------------------------- Debtor: RGN-Chicago XLIV, LLC 3000 Kellway Drive Suite 140 Carrollton, TX 75006 Business Description: RGN-Chicago XLIV, LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: January 12, 2021 Court: United States Bankruptcy Court District of Delaware Case No.: 21-10028 Debtor's Counsel: Ian J. Bambrick, Esq. FAEGRE DRINKER BIDDLE & REATH LLP 222 Delaware Avenue, Suite 1410 Wilmington, Delaware 19801 Tel: (302) 467-4200 Email: Ian.Bambrick@faegredrinker.com Debtor's Financial Advisor: ALIXPARTNERS Debtor's Restructuring Advisor: DUFF & PHELPS, LLC Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by James S. Feltman, responsible officer. The Debtor listed Next Gateway Owner LLC as its sole unsecured creditor holding an unliquidated amount of claim. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/TJYULXY/RGN-Chicago_XLIV_LLC__debke-21-10028__0001.0.pdf?mcid=tGE4TAMA The Debtor will move for joint administration of its case for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure under the case captioned In re RGN-Group Holdings, LLC, et al. (Bankr. D. Del. Case No. 20-11961). RIVER TO VALLEY: Court to Confirm Sale Plan ------------------------------------------- Judge Catherine J. Furay on Jan. 13, 2021, convened a hearing to consider confirmation of the Second Amended Plan of Reorganization of River to Valley Initiatives, Inc. At the hearing, the judge ordered that the Plan, as amended, is confirmed. The judge has ordered the Debtors' counsel to submit a proposed order confirming the Plan. Under the Debtor's Plan, all net proceeds from the sales of the Debtor's properties at Division St. in Platteville, WI and Beaumont Rd in Prairie du Chien, WI, will be available to service the debts owed to creditors in this case. Non-priority unsecured creditors holding allowed claims will receive distributions, which the Debtor has valued at cents on the dollar. A copy of the Second Amended Chapter V Plan dated Jan. 8, 2021, is available at https://bit.ly/38E46s4 About River to Valley Initiatives River to Valley Initiatives, Inc., filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wis. Case No. 20-12125) on Aug. 17, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Catherine J. Furay oversees the case. Krekeler Strother, S.C., led by John P. Driscoll, Esq., is the Debtor's legal counsel. ROCHESTER DRUG: Merck to Raise Issues at Plan Confirmation ---------------------------------------------------------- Merck Sharpe & Dohme Corp., for itself and on behalf of its subsidiaries and affiliates, filed a limited objection and reservation of rights to the Amended Disclosure Statement to Accompany Amended Chapter 11 Plan of Liquidation of Debtor Rochester Drug Co-Operative, Inc. Merck has supplied RDC with pharmaceutical products for distribution. On or about Feb. 7, 2018, RDC filed a putative class action antitrust lawsuit against Merck in the Eastern District of Virginia. The Virginia Litigation remains pending, with the Debtor an active participant in that litigation. Merck objects to the approval of the Disclosure Statement on the basis that the Disclosure Statement lacks adequate information and the Plan in its present form does not meet the requirements of Section 1129(a)(1) of the Bankruptcy Code. Merck also believes the Plan contains provisions that make it unconfirmable, while Merck reserves all rights to object to the Plan and is not waiving any rights. Merck claims that the Liquidating Trustee should be required to disclose the procedures by which the Liquidating Trust will operate, provide details of such procedures and provide parties in interest the opportunity to object to the extent that these procedures in any way impact the rights of Claim holders and/or defendants in Causes of Action, such as the Unsettled Antitrust Claims. Merck filed an objection to preview its concerns that there are a number of overreaching and problematic provisions while Merck recognizes that certain of these issues are issues for resolution at a hearing on confirmation of the Plan. A full-text copy of Merck's objection dated Jan. 8, 2021, is available at https://bit.ly/3skTrul from PacerMonitor.com at no charge. Counsel to Merck: BARCLAY DAMON LLP Jeffrey A. Dove Barclay Damon Tower 125 East Jefferson Street Syracuse, New York 13202 Telephone: (315) 413-7112 E-mail: jdove@barclaydamon.com - and - Rosa J. Evergreen, Esq. ARNOLD & PORTER KAYE SCHOLER LLP 601 Massachusetts Avenue, NW Washington, District of Columbia 20001 Telephone: (202) 942-5572 E-mail: rosa.evergreen@arnoldporter.com About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc., is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. SOUTHEASTERN GROCERS: Plans $50 Million Dividend to IPO Sellers --------------------------------------------------------------- Jon Springer of Winsight Grocery Business reports that Southeastern Grocers intends to pay its selling stockholders a $50 million special dividend upon consummation of its planned initial public offering, the retailer said in a newly updated stock registration statement filed with the Securities and Exchange Commission. The document, which updates a filing first made public in October 2020, also notes that Shannon Campagna, a veteran lobbyist for retail and food companies who once was Safeway's director of government relations, has joined the company's board of directors. Mark Gross, the former Supervalu CEO and high-ranking executive at C&S Wholesale Grocers, joined the Southeastern board in August 2020. About Southeastern Grocers Southeastern Grocers, LLC, (SEG), the parent company and home of BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie grocery stores, is one of the largest conventional supermarket companies in the U.S. SEG grocery stores, liquor stores and in-store pharmacies serve communities throughout the seven southeastern states of Alabama, Florida, Georgia, Louisiana, Mississippi, North Carolina and South Carolina. BI-LO, Fresco y Mas, Harveys Supermarket and Winn-Dixie are well known and well-respected regional brands with deep heritages, strong neighborhood ties, proud histories of giving back, talented and caring associates and strong commitments to providing the best possible quality and value to customers. Their Web sites are http://www.bi-lo.com/,http://www.frescoymas.com/, http://www.harveyssupermarkets.com/and http://www.winndixie.com/ BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). BI-LO emerged from bankruptcy in May 2010 with Lone Star Funds remaining as majority owner. Winn-Dixie Stores, Inc., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 05-11063, transferred April 14, 2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840) on Feb. 21, 2005. In December 2011, BI-LO Holdings signed a deal to acquire all of the outstanding shares of Winn-Dixie Stores stock in a merger. Holdings was later renamed Southeastern Grocers. On March 27, 2018, Southeastern Grocers, LLC, and 26 affiliated debtors sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10700). SEG commenced Chapter 11 cases to seek confirmation of a prepackaged chapter 11 plan that will cancel their unsecured notes in exchange for 100% of the equity of the reorganized company. In the 2018 case, the Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; Evercore as investment banker, and FTI Consulting Inc. as restructuring advisor. Morrison & Foerster LLP is serving as legal counsel and Moelis & Company LLC advised the ad hoc group of holders of Unsecured Notes and 9.25% Senior Secured Notes due 2019. SPECIALTY BUILDING: Moody's Assigns B2 CFR Amid Jordan Acquisition ------------------------------------------------------------------ Moody's Investors Service assigned a first time B2 Corporate Family Rating (and B2-PD Probability of Default Rating to Specialty Building Products Holdings, LLC (NEW)'s (dba U.S. Lumber) due to the acquisition of the company by The Jordan Company, L.P. Moody's also affirmed the B3 rating on U.S. Lumber's existing senior secured notes due 2026, which will remain outstanding under the new ownership. The outlook is stable. The Jordan Company, L.P., through its affiliates, is acquiring U.S. Lumber for about $1.1 billion from affiliates of Madison Dearborn Partners. The B2 CFR and B2-PD PDR for Specialty Building Products Holdings, LLC under Madison Dearborn ownership will be withdrawn at closing. U.S. Lumber's capital structure will consist of a $150 million asset based revolving credit facility expiring in 2025 and $725 million in secured notes due 2026, which is being upsized from the current $650 million outstanding amount. Proceeds from the proposed $75 million notes add-on, cash contribution from The Jordan Company and rollover equity from management aggregating to about $390 million will be used to acquire U.S. Lumber. "Due to strength in the domestic construction end markets U.S. Lumber will increase profitability that will result in higher margins and increased cash flow, which provide an offset to the higher debt level," according to Peter Doyle, a Moody's VP-Senior Analyst. Assignments: Issuer: SPECIALTY BUILDING PRODUCTS HOLDINGS, LLC (NEW) Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Outlook Actions: Issuer: Specialty Building Products Holdings, LLC Outlook, Remains Stable Issuer: SPECIALTY BUILDING PRODUCTS HOLDINGS, LLC (NEW) Outlook, Assigned Stable Affirmations: Issuer: Specialty Building Products Holdings, LLC Backed Senior Secured Notes, Affirmed B3 (LGD4) RATINGS RATIONALE U.S. Lumber's B2 CFR reflects Moody's expectation that the company will remain highly leveraged. Moody's projects adjusted debt-to-LTM EBITDA will improve to about 4.8x at year-end 2021 from 5.6x at Q3 2020. Moody's forecasts adjusted free cash flow-to-debt in the range of the 2% - 5% in 2021 even though cash interest payments will slightly exceed $45 million per year. At the same time U.S. Lumber will face challenges integrating Mid-State Lumber, acquired in early December 2020, and intense competition. Providing an offset to the U.S. Lumber's leveraged capital structure is respectable profitability. Moody's forecasts adjusted EBITDA margin in the range of the 7.5% - 10% for 2021, which is the company's greatest credit strength. Profitability will benefit from higher volumes from growth in end markets and resulting operating leverage from that growth, and previous investments in SG&A to meet future demand. Moody's projects revenue will grow to $1.9 billion for 2021, which includes a full year of revenue from Mid-State Lumber and organic growth, from $1.6 billion for LTM Q3 2020. Moody's also calculates interest coverage, measured as EBITA-to-interest expense, will be around 2.3x in late 2021. Also, Moody's forecasts that U.S. Lumber will have good liquidity over the next two years, which is another key credit strength. Good cash flow, ample revolver availability and no near-term maturities provide more than ample financial flexibility for U.S. Lumber to integrate Mid-State Lumber, for future bolt on acquisitions and to contend with ongoing competition. Domestic construction end markets, the driver of U.S. Lumber's revenue, are showing resiliency during the coronavirus outbreak and resulting economic concerns. Repair and remodeling activity, representing a significant portion of U.S. Lumber's revenue, is exhibiting strong growth. New home construction is another main driver of the company's revenue. Moody's has a positive outlook for the US Homebuilding sector with good growth expected. As a national distributor with diverse product offerings for decking and other building materials, U.S. Lumber should benefit from high levels of spending in these end markets. Governance characteristics Moody's considers in U.S. Lumber's credit profile include an aggressive financial strategy, evidenced by high leverage. Moody's expects that the company will pursue bolt on acquisitions to build scale, using cash flow as the primary source of funding. However, dividends are an ongoing possibility. U.S. Lumber's Board of Directors has yet to be finalized. Moody's believes that there may be at least one independent director but control will likely reside with the private equity sponsor. The stable outlook reflects Moody's expectation that U.S. Lumber's leverage will remain below 5.5x. A good liquidity profile and Moody's expectation that U.S. Lumber will successfully integrate Mid-State Lumber without impacting operations further supports the stable outlook. The B3 rating assigned to U.S. Lumber's senior secured notes due 2026, one notch below the Corporate Family Rating, results from its subordination to the company's asset based revolving credit facility. The notes have a first lien on substantially all noncurrent assets and a second lien on assets securing the company's asset based revolving credit facility (ABL priority collateral). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade: - Debt-to-LTM EBITDA is maintained near 4.0x - Preservation of good liquidity Factors that could lead to a downgrade: - Debt-to-LTM EBITDA is expected to stay above 5.5x - EBITA-to-interest expense is sustained below 1.5x The company's liquidity profile deteriorates U.S. Lumber, headquartered in Atlanta, Georgia, distributes building materials throughout the Southeast, Mid-Atlantic and East Coast of the United States, and Canada. U.S. Lumber operates as a two-step distributor, buying and reselling a large variety of specialty products mostly to national and other one-step distributors. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. STUDIO MOVIE: Feb. 1 Disclosure Statement Hearing Set ----------------------------------------------------- Studio Movie Grill Holdings, LLC, and jointly administered debtors filed with the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, an emergency motion for setting and request for expedited hearing on the Disclosure Statement in support of their Joint Plan of Reorganization. On Jan. 8, 2021, Judge Stacey G.C. Jernigan granted the motion and ordered that: * Feb. 1, 2021 at 9:30 a.m. in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, 1100 Commerce Street, Room 1428, Dallas, Texas 75242-1496 is the hearing on the approval of the Disclosure Statement for Joint Plan of Reorganization. * Jan. 29, 2021 at 9:30 a.m. is fixed as the last day to file and serve any objection to the Disclosure Statement. A full-text copy of the order entered Jan. 8, 2021, is available at: https://bit.ly/3oJ0Ktq Counsel for Debtors: Frank J. Wright Jeffery M. Veteto Jay A. Ferguson LAW OFFICES OF FRANK J. WRIGHT, PLLC 2323 Ross Ave.|Suite 730 Dallas, Texas 75201 Telephone: (214) 935-9100 E-mail: frank@fjwright.law jeff@fjwright.law jay@fjwright.law 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. SUPERIOR ENERGY: Chevron USA Slams Chapter 11 Plan as Unfair ------------------------------------------------------------ Law360 reports that Chevron USA asked a Texas bankruptcy judge Tuesday, Jan. 12, 2021, to reject the disclosure statement underpinning Superior Energy Services' $1.3 billion Chapter 11 plan, saying the oil field drilling services company is trying to force through a plan that unfairly favors some unsecured creditors over others. Chevron USA Inc. and two of its affiliates argued in their objection that Superior's Chapter 11 plan as disclosed is too unfair to be confirmed, saying it would create "gerrymandered" creditor voting classes to force through a plan that would see some unsecured creditors receive full recoveries while others would at most get pennies on the dollar. About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (SPN) serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment. Visit htttp://www.superiorenergy.com/ for more information. As of June 30, 2020, Superior Energy Services had $1.73 billion in total assets, $222.9 million in total current liabilities, $1.28 billion in long-term debt, $135.7 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. On Dec. 7, 2020, Superior Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35812) to seek approval of a prepackaged Chapter 11 plan of reorganization. Westervelt T. Ballard, Jr., authorized signatory, signed the petitions. At the time of the filing, Superior Energy disclosed $884,723 in assets and $1,383,151,024 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth, LLP as their legal counsel; Ducera Partners, LLC and Johnson Rice & Company, LLC as investment banker and financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Ernst & Young, LLP as tax advisor. Kurtzman Carson Consultants, LLC is the notice, claims and balloting agent. Davis Polk & Wardwell LLP and Porter Hedges LLP serve as legal counsel for an ad hoc group of noteholders. Evercore LLC is the noteholders' financial advisor. FTI Consulting, Inc. serves as financial advisor for the agent for the Debtors' secured asset-based revolving credit facility, with Simpson Thacher & Bartlett LLP acting as legal counsel. T-MOBILE USA: Fitch Assigns BB+ Rating on Senior Unsec. Notes ------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR3' rating to T-Mobile USA, Inc.'s benchmark-sized multi-tranche senior unsecured notes issuance. Net proceeds from the notes offering will be used for general corporate purposes, which may include among other things, financing acquisitions of additional spectrum and refinancing existing indebtedness on an ongoing basis. The Long-Term Issuer Default Rating (IDR) for T-Mobile US, Inc. and T-Mobile USA, Inc. is 'BB+'. The Rating Outlook is Stable. KEY RATING DRIVERS Deleveraging Expectations: Fitch expects deleveraging will occur over the forecast, supported by EBITDA growth driven by substantial cost synergies and debt reduction due to FCF growth, with excess cash used to repay maturing debt. Fitch projects T-Mobile's pro forma adjusted core telecom leverage (adjusted debt/EBITDAR) for 2020 will be around 5x following the late October debt issuance of $4.75 billion. However, the pace of deleveraging could be slower than previously expected if the company makes meaningful spectrum investments to further enhance its mid spectrum position. Fitch currently projects T-Mobile's leverage in the upper-4x range in 2021 before decreasing to the mid-4x range in 2022. Merger Drives Scale Benefits: The combination of T-Mobile and Sprint Corporation is expected to create significant scale, asset and synergy benefits that should materially improve the combined entities' long-term competitive position, particularly for 5G-network capabilities. Fitch expects T-Mobile to target new or improved growth opportunities across multiple segments, including broadband replacement, enterprise, rural, internet of things (IoT) and over-the-top video. The larger combined spectrum portfolio and selective rationalization of Sprint's network should materially enhance and further densify T-Mobile's existing network, resulting in greater speed, capacity, capabilities and geographic reach. T-Mobile's higher capacity 5G network that is supported by spectrum primarily from Sprint's mid-band 2.5 GHz band portfolio combined with millimeter wave spectrum covers 106 million people at the end of 2020. Synergies, Material Execution Risk: The combined company expects to realize substantial synergies, with approximately $6 billion in expected run-rate cost synergies following completion of integration plans, representing a net present value of approximately $43 billion. Fitch believes these synergies are largely achievable due to good line of sight on network-related cost reductions that constitute the majority of cost benefits. Given the scope of the transaction, execution risk with network decommissioning and subscriber migration to T-Mobile's network is high. Fitch believes T-Mobile has a good integration track record following past acquisitions. Secured Debt Notching: The T-Mobile USA senior secured debt is guaranteed on a senior secured basis by all wholly owned domestic restricted subsidiaries of T-Mobile and Sprint subject to customary exceptions. The guarantees at Sprint, Sprint Communications, Inc. (SCI), and Sprint Capital Corp. are unsecured due to secured debt restrictions in the Sprint senior notes' indentures. For rated entities with IDRs of 'BB-' or above, Fitch does not perform a bespoke analysis of recovery upon default for each issuance. Instead, Fitch uses notching guidance whereby an issuer's secured debt can be notched up to two rating levels, but notching is capped at 'BBB-' for IDRs between 'BB+' and 'BB-'. The senior secured debt -- credit facility and notes -- at T-Mobile USA receives a one-notch uplift from the IDR. This would reflect superior recovery prospects at the senior secured level of the pro forma capital structure, incorporating the value of the combined wireless network, subscriber base and spectrum portfolio. Unsecured Debt Notching: T-Mobile USA's senior unsecured notes are guaranteed on an unsecured basis by T-Mobile and its wholly owned domestic restricted subsidiaries (including Sprint and its subsidiaries), subject to customary exception. For the Sprint senior unsecured notes at Sprint, SCI and Sprint Capital Corp., T-Mobile and T-Mobile USA provide downstream unsecured guarantees. However, T-Mobile operating companies do not provide an upstream guarantee. Fitch views the T-Mobile USA senior unsecured notes as having a structurally superior position with respect to recovery value, compared with the Sprint senior unsecured notes due to the guarantee structure. Sprint senior unsecured notes do not benefit from a guarantee from T-Mobile operating subsidiaries, only from T-Mobile USA and T-Mobile. Fitch consequently assigned an 'RR3' recovery to the T-Mobile USA senior unsecured notes and an 'RR4' recovery to the Sprint senior unsecured notes to denote the stronger underlying asset value for the T-Mobile USA senior unsecured notes relative to the Sprint senior unsecured notes. With secured leverage materially less than 4.0x, Fitch does not believe structural subordination is present to the point where recovery prospects at the unsecured level are impaired below 'RR4'. Parent Support: A moderate parent-subsidiary linkage exists for the merged T-Mobile, resulting in a one-notch uplift to the standalone IDR. The operational and strategic linkages are strong when combined with material benefits derived from Deutsche Telekom AG (DT; BBB+/Stable) ownership through combined global purchasing scale that provides significant benefits for network, handset and general procurement. Legal linkages with T-Mobile are weak given the lack of parent guarantees or cross default to parent debt. DT holds $4.8 billion of parent-issued debt with maturities ranging from 2022 to 2028. DT consolidates T-Mobile's financials and has perpetual voting proxy over SoftBank Group Corp.'s T-Mobile shares, subject to certain conditions. SoftBank conducted transactions during 2020 that reduced its equity stake to 8.6% from 24.7%. DT will have call options on approximately 101.5 million shares held by SoftBank and will retain its right to designate a majority of the board of directors of T-Mobile. DERIVATION SUMMARY On a consolidated basis, Fitch expects the combination of T-Mobile and Sprint to have a materially improved business profile that would enhance its competitive position relative to Verizon Communications Inc. (A-/Stable) and AT&T Inc. (A-/Stable). This is because both standalone T-Mobile and Sprint lacked sufficient scale and resources to compete across certain market segments. The combination would enable T-Mobile to build a more expansive national 5G network, leveraging a materially larger spectrum portfolio. It would also expand growth opportunities into other subsegments, including video, broadband, enterprise, rural and IoT. Verizon's rating reflects the relatively strong wireless competitive position, as demonstrated by its high EBITDA margins, low churn, extensive national coverage and lower leverage. AT&T's rating reflects its large-scale operations, diversified revenue streams by customer and technology, and relatively strong operating profitability. T-Mobile generated strong operating momentum during the past several years due to a well-executed challenger strategy. The company took material market share from the other three national operators and caused both AT&T and Verizon to more aggressively adapt and respond to offerings, such as equipment installment and unlimited data plans. T-Mobile's post-paid wireless business has roughly similar wireless scale as AT&T but is materially smaller than Verizon. Given the strong subscriber momentum underpinned by its Un-carrier branding strategy, Fitch expects T-Mobile could continue to take greater postpaid share than Verizon or AT&T. T-Mobile has a moderately larger scale than Charter Communications Operating, LLC's (BB+/Stable), with a relatively similar profile for gross leverage (total adjusted debt/EBITDAR) and lower secured leverage. KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Revenues growing in the low single digits over the forecast to 2023; -- Pro forma EBITDA (less leasing revenue) in the mid-teen range, growing over the forecast period to at least the low $20 billion range in 2023; -- FCF ramping over the forecast period to more than $9 billion in 2023; -- Spending for potential spectrum investments; -- Pro forma core telecom leverage of roughly 5x in 2020, the upper 4x range in 2021 and mid-4x by YE 2022. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Strong execution and progress on Sprint integration plans while limiting disruption in the company's overall operations that materially reduces execution risk; -- A strengthening operating profile as the company captures sustainable revenue and cash flow growth due to realized synergy cost savings, and continued strong operating momentum due to increased branded post-paid subscribers; -- Reduction and maintenance of core telecom leverage (total debt/EBITDA) below 3x and lease adjusted core telecom leverage (total adjusted debt/EBITDAR) below 4.0x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Additional leveraging transaction, or adoption of a more aggressive financial strategy that increases core telecom leverage (total debt/EBITDA) beyond 4x and lease-adjusted core telecom leverage (total adjusted debt/EBITDAR) beyond 5x on a sustained basis in the absence of a credible deleveraging plan; -- Weakening of parent support that results in Fitch assessing a moderate linkage no longer exists; -- Perceived weakening of its competitive position; lack of execution on integration plans or failure of the current operating strategy to produce sustainable revenue, strengthening of operating margins and cash flow growth. 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 Strong Liquidity: Fitch views T-Mobile's liquidity position as strong, with approximately $11.2 billion of pro forma cash at the end of 3Q20 including the repayment of the secured term loan and senior secured notes issuances in October 2020, combined with an undrawn $5.5 billion five-year secured revolving credit facility that supports the management of liquidity risks throughout the merger integration period. The $4 billion senior secured notes issuance in June 2020 reduced a portion of the larger debt maturity towers within the capital structure in 2021, 2024 and 2025. In early October 2020, T-Mobile used proceeds from a $4 billion senior secured notes issuance to fully repay the $4 billion secured term loan. At the end of October 2020, T-Mobile issued an additional $4.75 billion senior secured notes with net proceeds available for general corporate purposes, which may include financing acquisitions of additional spectrum and refinancing existing indebtedness. Debt maturities from 2021 to 2023 include $4.3 billion, $5.6 billion and $6.4 billion, respectively. Fitch expects FCF generation to increase materially, driven by the realization of run-rate cost synergies and a moderation in capital spending in the fourth year. Fitch's forecast assumes FCF ramping over the forecast period to more than $9 billion in 2023. SUMMARY OF FINANCIAL ADJUSTMENTS To determine core telecom leverage of the pro forma company, Fitch applied a 2-1 debt/equity ratio to the handset receivables (leasing and EIP), after adding back off balance-sheet securitizations. Operating EBITDA excludes leasing revenue. Tower Obligations: Fitch's treatment typically capitalizes the annual operating lease charge using a standard 8x multiple to create a debt equivalent. The operating lease expense for T-Mobile's tower obligation is included in the annual rent expense. Therefore, Fitch excluded the tower obligations from the total debt quantum, as the analysis incorporates the obligation in total adjusted debt metrics that includes capitalized operating lease expense. Added back off-balance debt related to service receivables and EIP receivables facilities at T-Mobile. Added back proceeds from securitization of accounts receivable from cash flow from investing to cash from operations. When appropriate to the issuer's business model, Fitch may present additional ratios to supplement the core approach. T-Mobile's rental expense is high compared with its telecom peers given a denser cell network deployment related to the deployment of higher band spectrum. Consequently, Fitch supplements T-Mobile's core unadjusted credit metrics with lease-adjusted metrics. As part of these adjustments, Fitch re-categorized right of use asset amortization and interest associated with finance leases. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. T-MOBILE USA: Moody's Gives Ba3 Rating on New Sr. Unsec. Notes -------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 to T-Mobile USA, Inc.'s proposed senior unsecured notes. The net proceeds from the sale of the Unsecured Notes, expected to be in three tranches, are expected to be used for general corporate purposes, which may include, among other things, financing acquisitions of additional spectrum and refinancing existing indebtedness on an ongoing basis. All other ratings including the company's Ba2 corporate family rating and stable outlook are unchanged. Assignments: Issuer: T-Mobile USA, Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 (LGD4) RATINGS RATIONALE T-Mobile's Ba2 CFR reflects the company's large scale of operations, extensive asset base and enhanced industry market position post its April 1, 2020 merger with Sprint Corporation (Sprint) which has resulted in the company exceeding AT&T Inc. (AT&T, Baa2 stable) on a wireless subscriber basis. While T-Mobile's financial policy is focused in the long term on improving leverage to below 4x (Moody's adjusted), debt-funded investments in spectrum would delay the company's progress toward lower leverage. Moody's views network investments, including potential spectrum investments by T-Mobile in the ongoing C-band auction, as supportive of the business profile, though larger than expected debt-funded spectrum investments would be credit negative. Synergies associated with a multi-year integration of Sprint's wireless network into the legacy T-Mobile wireless network, including the successful migration of most of Sprint's customers to T-Mobile's network, remain the key drivers of improving cash flow. Since the merger, T-Mobile has continued to capture market share due to its focus on customer service, simple and innovative products, competitive price plans and enhancements to customer value. Moody's expects that T-Mobile's debt leverage (Moody's adjusted) will now peak in late 2020 into early 2021, with the potential for declining closer to 4x by no later than year-end 2023 achievable under a number of potential future strategic operating paths. Moody's views a recently negotiated 15-year lease agreement that T-Mobile recently entered into with American Tower Corporation (Baa3 stable) as strengthening the company's business model with an above industry average lease term and extended certainty on operating lease costs associated with towers core to the company's integrated network post-merger. Moody's believes the transaction is positive on a net present value basis. Moody's expects T-Mobile's organic growth, progress on cost synergies and potential future strategic operating paths will enable it to generate steady and increasing positive free cash flow within the next two to three years. Moody's believes that the combination of T-Mobile and Sprint substantially improves the combined company's cost structure enabling it to remain competitive and continually invest in its network, including future capacity enhancements to deliver evolving 5G technology applications. Increased operating scale enables the company to better pursue opportunities in under-indexed markets, including in more rural markets and in the enterprise end market. In addition, T-Mobile could benefit from its affiliation with its controlling shareholder DT, although Moody's does not impute any credit support to the rating from DT. Moody's expects T-Mobile to maintain committed liquidity sufficient to address 12-18 months of total cash needs, including debt maturities. The company's extensive refinancing actions post-merger demonstrate solid access to multiple segments of the debt capital markets. Moody's believes T-Mobile's evolving post-merger business plan is adequately funded for aggregated costs to achieve synergies and effect full integration of networks and operations. T-Mobile's liquidity is very good as reflected in the SGL-1 speculative grade liquidity rating and is supported by a currently undrawn $5.5 billion revolving credit facility and $11.2 billion of pro forma cash as of September 30, 2020 (reflecting post Q3 2020 secured debt issuances and repayment of the secured term loan). These strengths could be offset by a meaningful increase in business risk and a near term deterioration in operating cash flow as the costs to achieve synergies are incurred well ahead of the benefits. Moody's believes that the process of integrating T-Mobile's and Sprint's networks remains the primary risk factor that could negate the potential benefits of the business combination. If T-Mobile's network integration work results in a deterioration in service quality as T-Mobile migrates Sprint customers to its network, churn would increase and T-Mobile would suffer damage to its newly defined brand and reputation operating as a combined company. The combined effects of increased churn and lower share of gross adds could pressure T-Mobile's revenue and cash flow. If sustained, a negative subscriber trajectory would undermine the confidence of investors and present future liquidity difficulties. The instrument ratings reflect the probability of default of T-Mobile, as reflected in the Ba2-PD PDR, an average expected family recovery rate of 50% at default, and the loss given default (LGD) assessment of the debt instruments in the capital structure based on a priority of claims. The company's senior secured debt is rated Baa3 (LGD2) and has structural seniority provided by guarantees on a secured basis by all wholly-owned domestic restricted subsidiaries of T-Mobile and Sprint (subject to customary exceptions including for Sprint Spectrum special purpose vehicles), but the guarantees by Sprint, Sprint Communications, Inc. and Sprint Capital Corporation are unsecured due to secured debt restrictions in the Sprint senior note documents. The Baa3 senior secured rating reflects Moody's expectation that the mix of funded senior secured debt as a percentage of T-Mobile's total of funded senior secured debt plus funded senior unsecured debt will not exceed the mid-50% area for any extended period of time. T-Mobile's senior unsecured debt issued by T-Mobile entities is rated Ba3 (LGD4), reflecting its junior position in the capital structure and the proportion of senior secured debt in the capital structure. Senior unsecured debt issued by Sprint entities is rated B1 (LGD6). Senior unsecured debt issued by T-Mobile is guaranteed on an unsecured basis by all wholly-owned domestic restricted subsidiaries of T-Mobile and Sprint (subject to customary exceptions), but Sprint Spectrum special purpose vehicles are designated as restricted non-guarantors. T-Mobile US, Inc. (T-Mobile US), parent of T-Mobile, T-Mobile and T-Mobile's wholly-owned domestic restricted subsidiaries (subject to customary exceptions) guarantee Sprint spectrum lease payments, out of which up to $3.5 billion is secured on a pari passu basis by the assets of the same entities whose assets are pledged to secure the senior secured debt held at T-Mobile. The senior unsecured notes at Sprint's wholly-owned subsidiaries, SCI and SCC, receive downstream unsecured guarantees from T-Mobile US and T-Mobile. As Sprint is a subsidiary of T-Mobile, the lower rating of the senior unsecured notes issued by Sprint and its subsidiaries reflects the fact that these senior unsecured notes have guarantees from T-Mobile US and T-Mobile but not from their operating subsidiaries. As a result, Moody's ranks these obligations below the senior unsecured debt of T-Mobile in Moody's priority of claims waterfall. Moody's includes the entire amount of spectrum-backed notes issued by SPV in its waterfall analysis and we rank the spectrum-backed notes pari passu with T-Mobile's senior secured debt. Though these spectrum-backed notes are bankruptcy remote from T-Mobile, this treatment accounts for the diminished asset pool available to the senior secured debt holders due to the prior claim on spectrum assets. The stable outlook reflects T-Mobile's market share gains and meaningful margin expansion opportunities, which will benefit cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS T-Mobile's rating could be upgraded if leverage is on track to fall below 4.0x and free cash flow were to improve to the high single-digits percentage of total debt (all on a Moody's adjusted basis). Downward rating pressure could develop if T-Mobile's leverage is sustained above 4.5x or if free cash flow or liquidity deteriorates. This could occur if EBITDA margins come under sustained pressure or if future debt-funded spectrum purchases significantly exceed our expectations. In addition, an increase in the proportion of senior secured debt in the capital structure could pressure the senior secured rating downward. The principal methodology used in these ratings was Telecommunications Service Providers published in January 2017. With headquarters in Bellevue, Washington, T-Mobile USA, Inc. (T-Mobile) provides mobile communications services under the T-Mobile and Metro by T-Mobile brands in the US, Puerto Rico and the US Virgin Islands. Following the merger of its parent, T-Mobile US, Inc., with Sprint Corporation on April 1, 2020, T-Mobile now operates with 102.1 million subscribers as of December 31, 2020, 2020. Deutsche Telekom AG owns an approximate 43.4% stake in T-Mobile's parent, T-Mobile US, Inc. T-MOBILE USA: S&P Assigns 'BB' Rating to New $2BB Senior Notes -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level and '3' recovery ratings to U.S. wireless provider T-Mobile USA Inc.'s proposed $2 billion of senior notes with various maturities. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. T-Mobile USA is a wholly owned subsidiary of T-Mobile US Inc. S&P expects the company to use the net proceeds from these notes for general corporate purposes, which may include among other things, financing acquisitions of additional spectrum and refinancing existing indebtedness on an ongoing basis. The Federal Communication Commission's (FCC) is currently auctioning off spectrum licenses in the 3.7 gigahertz (GHz)-4.2 GHz band (C-Band auction) and bidding to date has far surpassed S&P's expectations to reach $80.5 billion of gross FCC payments (about $94.5 billion when including relocation and clearing payments to the satellite operators) as of the latest round of results. Accumulating spectrum in this auction would enable T-Mobile to maintain its competitive advantage over AT&T and Verizon with mid-band spectrum following its acquisition of Sprint's 2.5 GHz licenses, which S&P views as crucial for 5G wireless network deployments. S&P's issue-level and recovery ratings are not affected by the increase in unsecured debt because its estimated default valuation is based on the book value of spectrum and a deeply discounted value of the company's network assets. Therefore, any increase in debt would be offset by a corresponding increase in the value of the company's spectrum licenses, assuming proceeds are used to acquire licenses in the auction. S&P said, "Depending on how much of the net proceeds is used for spectrum, we would expect leverage to increase in 2021 compared with our previous base-case forecast. Excluding spending in the auction, we forecast adjusted debt to EBITDA to be around 4.4x in 2020 and the low-4x area in 2021. Our leverage calculation includes reported lease obligations as debt and deducts handset lease depreciation expense from EBITDA. We also include one-time integration expense in EBITDA. However, using analysts' estimates of $10 billion-$15 billion for auction spend, we believe that leverage would be in the high-4x area in 2021, which is still below our downgrade threshold of 5x. Furthermore, we believe the company has good prospects to reduce debt to EBITDA over the next couple of years from service revenue growth and the realization of synergies, which should contribute to significant margin expansion." TALOS PRODUCTION: New Tack-on Notes No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said that Talos Production Inc.'s proposed second lien secured notes offering due 2026 (the tack-on notes) will not affect the company's credit ratings or stable outlook. The tack-on notes are being offered as an addition to the $500 million 12.00% second lien secured notes due in 2026 that the company issued earlier this year. The net proceeds are expected to be used to repay a portion of its revolver borrowings. RATINGS RATIONALE Talos' proposed and existing second lien notes are rated B3, one notch below the B2 Corporate Family Rating, despite the priority claim of its large revolver in the capital structure. The B3 rating for the second lien notes is more appropriate than the rating suggested by Moody's Loss Given Default for Speculative-Grade Companies Methodology because of Moody's expectation that the relative proportion of second lien debt will increase over time as well as the strong asset coverage provided by Talos' proved developed reserves. Talos' B2 CFR reflects its moderate scale, asset concentration and challenges of operating in the Gulf of Mexico (GoM), especially deepwater. Operating in the GoM involves risks of relatively short reserve lives and meaningful plugging and abandonment costs. The rating is supported by Talos' active hedging program, exposure to premium crude pricing, relatively low risk behind-pipe drilling and recompletion opportunities, and an experienced management team that has a multi-year track record of managing operations in the GoM. The company is acquisitive and faces the prospect of additional spending to explore and develop its assets offshore Mexico, including developing its oil & gas discovery in the Zama Field. Talos' leverage metrics are solid, but those metrics going forward will depend on how the company funds its future spending and acquisitions. The stable outlook reflects Moody's expectation that Talos will generate free cash flow in 2021 and maintain moderate leverage metrics. The ratings could be upgraded if Talos diversifies and grows production and cash flow in a stable to improving industry environment, the company generates consistent free cash flow, its retained cash flow to debt ratio is above 40%, and leveraged full cycle ratio comfortably exceeds 1x providing sufficient returns on projects while maintaining adequate liquidity. Moody's could consider a downgrade if production falls below 50 thousand barrels of oil equivalent per day, RCF/debt ratio falls below 25%, liquidity deteriorates, leverages increases materially due to capital spending or acquisitions, or the company's capital productivity declines significantly. Talos Production Inc., a wholly-owned subsidiary of publicly-traded Talos Energy Inc., is an exploration & production company whose assets are primarily located on the continental shelf and deepwater areas in the US Gulf of Mexico. TAMARAC 10200: Committee Taps PwC as Financial Advisor ------------------------------------------------------ The official committee of unsecured creditors of Tamarac 10200, LLC and Unipharma, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to retain PricewaterhouseCoopers as its financial advisor. The committee requires a financial advisor to: a. advise and assist the committee in its analysis of any proposed debtor-in-possession financing or use of cash collateral; b. advise and assist the committee in the monitoring of the Debtors' short term cash flow, liquidity, and operating results; c. advise and assist the committee in its review of financial related disclosures of the Debtors, including schedules of assets and liabilities, statements of financial affairs and monthly operating reports; d. advise and assist the committee in its review of other 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; e. advise and assist the committee in its review of any key employee retention and other employee benefit programs that may be proposed by the Debtors; f. advise and assist the committee in its review of the Debtors' analysis with respect to the assumption or rejection of various executory contracts and leases; g. advise and assist the committee in its review of the claims reconciliation and estimation process, including an entity and priority level assessment of claims; h. attend meetings and assist in discussions with the Debtors, the committee, the U.S. Trustee and other parties; i. advise and assist the committee in the evaluation and analysis of potential avoidance actions, including fraudulent conveyances and preferential payments or transfers; j. advise and assist the committee in its assessment of restructuring alternatives and estimated recoveries, including the review of any plan of reorganization and related disclosure statement, sale transactions or other restructuring transactions proposed by the Debtors; k. provide advice with respect to any tax issues associated with, but not limited to, claims/stock trading, preservation of net operating losses, refunds due to the Debtors, plans of reorganization, and asset sales; l. advise and assist the committee in conducting corporate due diligence and background checks to identify network of relationships and organizations associated with certain insiders and related entities; m. advise and assist the committee in its assessment of forensic or investigative reports, data, and analyses related to insider activities prepared by other professionals; n. as requested, testify as either a "fact or percipient witness" or an "expert witness" in the Debtors' bankruptcy court proceedings based on PwC's direct knowledge of the estate arising from or relating to the services performed; and. o. render other general business consulting services. PwC's hourly rates are: Partner/Principal $750 Director $593 Manager $461 Senior Associate $379 Associate $240 PwC is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court filings. PwC can be reached through: Steven Fleming PricewaterhouseCoopers LLP 300 Madison Avenue New York, NY 10017-6204 Tel: +1 (646) 471 3000/4000 About Tamarac 10200 Unipharma -- https://www.unipharmausa.com/ -- is a healthcare packaging company serving the pharmaceutical and nutraceutical sectors in the development, manufacturing, and packaging of liquid, disposable, and single-dose units. Tamarac owns a state-of-the-art, 165,000 square foot, FDA-registered, blow-fill-seal and conventional seal manufacturing facility built in 2018 located in Tamarac, Florida, that among other things, packages prescription, over the counter, and nutraceutical and oral ophthalmic solutions. Tamarac 10200, LLC and Unipharma, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-23346) on Dec. 7, 2020. Neil F. Luria, chief restructuring officer, signed the petitions. At the time of the filing, Tamarac 10200 disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $50 million, while Unipharma was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. Judge Peter D. Russin oversees the cases. The Debtors tapped Berger Singerman LLP as its legal counsel, SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as notice and claims agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee tapped Fox Rothschild, LLP and PricewaterhouseCoopers, LLP as its legal counsel and financial advisor, respectively. TEA OLIVE: Stock+Field Closing All 25 Locations ----------------------------------------------- Stock + Field ,formerly Big R, is closing all 25 locations. "After more than 55 years, Stock + Field (formerly known as Big R Stores) is closing its doors at all 25 locations," reads the statement from Matthew F. Whebbe, chairman and CEO. "There have been many challenges in 2020, and Stock + Field was not immune to them. S+F has partnered with providers of new merchandise and will be selling items as massive discounts in the coming weeks. Even (and especially) in a pandemic -- we believe the customer should be able to get some wins," CEO Matthew F. Whebbe said in the chain's Web site. "We'd like to thank our fantastic employees, our loyal customers, and especially the rural communities we partnered with for so many years," Whebbe goes on to say. "We hope to reopen stores at some point in the future, but for now, please come in, say hello to your favorite employee, and enjoy the ridiculously low prices. This won't last for long." According to the Iroquois County's Times-Republic, Whebbe purchased Big R in 2018, later changing the name to Stock + Field. The company was started in 1964 by Bill and Pat Crabtree in Watseka. At that time the company was growing, with 23 stores in Illinois, Indiana, Wisconsin and Ohio, and 1,100 employees. Whebbe grew up in St. Paul and then "moved around the country," he told the Times-Republic in 2018. He said his first introduction to Big R was when he was at Notre Dame studying for his MBA and there was a store nearby. The first day of the hearings in its bankruptcy case is Jan. 13, 2021. About Tea Olive I 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 Stock+Field stores across Illinois, Indiana, Ohio, Wisconsin, and Michigan. Owner Matthew F. Whebbe purchased Big R in 2018, later changing the name of the stores to Stock + Field. Tea Olive I, LLC, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-30037) on Jan. 10, 2021. The Debtor estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Hon. William J. Fisher is the case judge. The Debtor tapped FREDRIKSON & BYRON, P.A., as counsel; and STEEPLECHASE ADVISORS, LLC, as investment banker. DONLIN, RECANO & COMPANY, INC., is the claims agent. TEA OLIVE: Stock+Field Files for Chapter 11 to Wind Down Business ----------------------------------------------------------------- Unable to find a buyer for its 25-store Stock+Field farm supply and outdoor department store chain, Tea Olive I, LLC, has sought chapter 11 protection to pursue an orderly store closing sale process and wind down of its business. Eagan, Minnesota-based Tea Olive I, LLC, is a farm, home, and outdoor retailer, currently operating 25 stores across Illinois, Indiana, Ohio, Wisconsin, and Michigan. The Debtor's predecessor was originally founded in 1964 under the name "Big R Stores" by Bill and Pat Crabtree. The first store was located in Watseka, Illinois, but eventually stores opened in Illinois, Indiana, Ohio, Wisconsin, and Michigan. On Aug. 17, 2018, the Debtor purchased the "BigR Stores" business. On July 17, 2019, the Debtor changed its name from "Big R Stores" to "Stock+Field." The Debtor re-branded to eliminate confusion with approximately eight other unrelated "Big R" entities in the United States and due to limitations on the intellectual property rights of the "Big R" name and marks. In connection with the operation of the Debtor's stores, the Debtor employs 1,000 employees on a full and part time basis and also uses contract and temporary employees during particularly busy periods, such as the holidays. In fiscal year 2020, the Debtor paid, in aggregate, $24 million in salaries and benefits to their employees, contractors, and temporary workers. CEO Matthew F. Whebbe explains that after the acquisition in 2018, the Debtor made significant upgrades to the management team, moved the corporate office to Minnesota, and improved operations and strategy initiatives. In 2018, the Debtor had revenues of $176,649,284 and adjusted EBITDA of $5,164,598. In 2019, the Debtor changed its name from "Big R Stores" to "Stock+Field." The Debtor made this change with long-term growth goals and the expectation that short-term financial profitability could suffer while investing the forgone profits into laying a foundation for future growth. In 2019, the Debtor had revenues of $173,907,245 and adjusted EBITDA of $1,629,503. In the beginning of 2020, the Debtor continued its rebranding efforts and expected the business to grow throughout the year. However, the Covid-19 pandemic unexpectedly upset all expectations for 2020. All of the Debtor's 25 stores were open under strict capacity and operating hour restrictions due to the pandemic. Additionally, the pandemic itself has altered the shopping behaviors of the Debtor's consumers, with some customers not feeling comfortable entering physical stores to shop. While the Debtor sells some products online, the majority of its products are sold solely in stores. Due to this unprecedented pandemic, the Debtor estimates that its revenues for its fiscal year in 2020 will be $141,543,348 and adjusted EBITDA will be -$2,261,691. Recognizing the financial issues facing the Debtor due to the pandemic, the Debtor engaged Steeplechase Advisors, LLC, in October 2020 to solicit refinancing options, a going concern sale, or some other type of asset monetization process. Specifically, Steeplechase identified 52 financial sponsor targets and 17 strategic buyer targets and sent a "teaser" to 62 of the targets. Of the 62 targets, 24 executed non-disclosure agreements and received access to the data room. Only one of the targets provided a term sheet. Steeplechase also identified 24 potential lenders for a refinancing, with 11 of those potential lenders executed a non-disclosure agreement and received access to the data room. Two of the potential lenders provided term sheets for proposed refinancing, but the terms were insufficient. Steeplechase finally solicited liquidation bids by sending a teaser to five asset monetization firms, all of which executed a non-disclosure agreement and received access to the data room. Two asset monetization firms provided fee-based proposals to liquidate the Debtor's assets. In consultation with its professional advisors, the Debtor engaged in a review and analysis of all five different proposals, including an analysis of whether the proposals would allow the Debtor to pay its liabilities, require any additional equity infusion, and permit the Debtor to maintain sufficient cash to fund operations in the future. Ultimately, the only proposals that made financial sense to the Debtor were the asset monetization proposals that would provide for an orderly store closing sale process and wind-down of the Debtor's business. After reviewing the asset monetization proposals, the Debtor selected the proposal from Tiger Capital Group and B. Riley Retail Solutions, LLC and proceeded to negotiate the terms of a consulting agreement with Tiger, under which Tiger will manage the store closing sales at the Debtor's stores. On Jan. 5, 2021, the Debtor and Tiger began the store closing sales. About Tea Olive I 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. Tea Olive I, LLC, filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-30037) on Jan. 10, 2021. The Hon. William J. Fisher is the case judge. The Debtor estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. As of the Petition Date, the Debtor had $29,724,104 in secured debt under a credit agreement with Second Avenue Capital Partners, LLC, as the administrative agent and collateral agent. The Debtor also has $26,500,000 in trade debt. As of Jan. 8, 2021, the Debtor estimates it holds consolidated inventory valued at $45,692,831. The Debtor also estimated it holds $734,000 in accounts receivable and prepaid assets. The Debtor tapped FREDRIKSON & BYRON, P.A., as counsel; and STEEPLECHASE ADVISORS, LLC, as investment banker. DONLIN, RECANO & COMPANY, INC., is the claims agent. THOR INDUSTRIES: Moody's Ups CFR to Ba3 on Strong Consumer Demand ----------------------------------------------------------------- Moody's Investors Service upgraded its ratings for THOR Industries, Inc., including the company's corporate family rating (CFR; to Ba3 from B1) and probability of default rating (to Ba3-PD from B1), and the rating on the company's senior secured term loan (to Ba3 from B2). The company's speculative grade liquidity (SGL) rating has also been upgraded to SGL-1 from SGL-2. The ratings outlook is positive. RATINGS RATIONALE "The upgrades reflect our expectation that consumer demand for recreational vehicles (RV) will remain strong, and that this demand combined with THOR's current record backlog, will translate into significant revenue and earnings growth and an improving set of credit metrics in 2021," says Eoin Roche, Moody's lead analyst for THOR. "The positive outlook further incorporates our expectation of a more consistently strong operating environment during 2021, with less variability in consumer demand and less disruption for RV manufacturers, which should notably facilitate less volatility in volume throughput," added Roche. The Ba3 CFR broadly balances THOR's significant scale and leading market positions against the cyclical and competitive nature of the RV industry that is highly vulnerable to economic downturns. The rating favorably considers THOR's strong competitive standing in North America and Europe, its portfolio of well-known brands, and the company's recreational vehicle offering that touches multiple price points and segments. Notwithstanding significant economic disruptions in the aftermath of the coronavirus pandemic, demand for towable and motorized RVs is expected to remain healthy over the coming quarters. Moody's attributes a portion of this demand to disruptions in normal recreational travel patterns, with the ongoing emphasis on social distancing and recognition of the safety benefits of RV travel given its more "self-contained" nature. Strong demand at the retail level has resulted in sharply reduced inventory at RV dealers and a corresponding increase in backlog for RV OEMS, with THOR currently maintaining record backlog of $8.9 billion as of October 31, 2020 (versus $3 billion as of October 2019). As of December 2020, adjusted debt-to-EBITDA was relatively well-positioned for the rating at around 2.6x, and Moody's expects further strengthening of THOR's balance sheet over the coming quarters driven by a combination of earnings growth and debt reduction such that debt-to-EBITDA will be at or below 2x by the end of 2021. Moody's expects earnings growth to drive robust cash generation and improved financial flexibility, with free cash flow-to-debt likely to comfortably exceed 15% during fiscal 2021 (ending July 2021). The rapid spread of the coronavirus outbreak, the deteriorating global economic outlook, low oil prices and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Notwithstanding some early signs that the adverse impact of the coronavirus outbreak on THOR and the deterioration in credit quality that it triggered may be relatively short-lived and subsiding, the company remains vulnerable to shifts in market demand and consumer sentiment in these unprecedented operating conditions. The SGL-1 speculative grade liquidity rating denotes Moody's expectation of very good liquidity over the next 12 months. Moody's anticipates robust cash generation during fiscal 2021, with free cash flow-to-debt approaching 20%. External liquidity is provided by a $750 million ABL facility that expires in 2024. Approximately $165 million was drawn in December 2020, leaving availability in excess of $550 million. Moody's expects THOR will repay borrowings under the ABL over the next few quarters. The facility contains a springing minimum fixed charge coverage ratio of 1.0x that comes into effect if availability is less than the greater of $60 million or 10% of the maximum available credit. Moody's does not expect the covenant to come into effect and anticipates adequate cushions to the extent that it does. The positives ratings outlook reflects Moody's expectation of sustained favorable retail trends in the RV market, particularly in the US, which will augment current record order books and translate to earnings growth and improved financial metrics in 2021 and beyond. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Expectations of a sustained conservative financial policy along with a continued focus on debt reduction would be required for an upgrade. Given THOR's vulnerability to highly cyclical end markets, Moody's expects the company to maintain credit metrics that are stronger than levels typically associated with companies at the same rating level. A ratings upgrade would involve expectations of at least a stable RV retail sales environment and would also require maintenance of a good liquidity profile, along with a demonstrated ability and expectation that the company would generate consistently strong free cash flows coupled with substantial availability under the company's revolver. A weakening of THOR's liquidity profile involving expectations of negative free cash flow or free cash flow-to-debt sustained in the low single-digits, a marked reliance on revolver borrowings or concerns about covenant compliance could result in a ratings downgrade. The loss of a major dealer or the loss of market share, or debt-financed share repurchases or acquisitions over the near-term, could also result in downward ratings actions. The following is a summary of today's rating actions: Issuer: THOR Industries, Inc. Corporate Family Rating, upgraded to Ba3 from B1 Probability of Default Rating, upgraded to Ba3-PD from B1-PD Senior Secured Bank Credit Facilities, upgraded to Ba3 (LGD4) from B2 (LGD4) Speculative Grade Liquidity Rating, upgraded to SGL-1 from SGL-2 Outlook, changed to Positive, from Stable THOR Industries, Inc., headquartered in Elkhart, Indiana, is a leading designer and manufacturer of recreational vehicles including travel trailers, fifth wheels, specialty trailers, motorhomes, caravans, and campervans. The company primarily operates in North America and Europe and sells its products under brands such as Keystone, Airstream, Heartland, Jayco, Thor Motorcoach, Hymer, and Niesmann Bischoff. Estimated reported revenues for the twelve months ended October 2020 are about $8.5 billion. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. TRUCK HERO: Moody's Assigns B3 CFR & Rates First Lien Loan B2 ------------------------------------------------------------- Moody's Investors Service assigned ratings to the planned new debt of Truck Hero, Inc. (NEW) including a B3 corporate family rating, a B3-PD probability of default rating, a B2 rating to the proposed senior secured first-lien term loan and a Caa2 to the proposed senior unsecured notes. The outlook is stable. Truck Hero plans approximately $2 billion of new funded debt - a $1.55 billion first-lien term loan and $550 million of senior unsecured notes -- along with a $200 million asset-based loan facility (unrated) to help fund L Catterton's purchase of Truck Hero from current sponsor CCMP Capital Advisors for approximately $4 billion. The remaining financing is comprised of cash equity from the private equity sponsors and company management. At transaction closing, Truck Hero, Inc.'s currently outstanding debt will be repaid, upon which Moody's will withdraw all existing ratings. The rating assignments reflect high leverage with pro forma debt-to-EBITDA over 7x (after Moody's standard adjustments), as Truck Hero will add debt at a time of record 2020 earnings that are being boosted by several pandemic-related factors, namely fewer options for consumer discretionary spending and government stimulus amid a very strong market for used light vehicles. Sustaining the current pace in earnings and cash flow will be challenging over the long term. Governance considerations acknowledge private equity ownership with this proposed, aggressive LBO financing as well as risk that Truck Hero could resume its active, debt-funded acquisition strategy that has been a key component of the company's growth in recent years. With this proposed capital structure, Moody's believes there is very limited capacity for additional debt-funded transactions. As a result, financial policy was a key consideration in the rating outcome. RATINGS RATIONALE The ratings reflect Truck Hero's good scale and increasing brand recognition as a specialty provider in the generally resilient vehicle aftermarket market, though many of the company's products are considered discretionary in nature. Truck Hero is benefiting from the favorable dynamics of the accessories segment with products focused on light trucks and Jeeps. These dynamics include: a large, and growing, number of used trucks and Jeeps in the US that retain value, new trucks remain top selling domestic vehicles, the functional aspect to demand for the company's products and, modest price points for the products in relation to the cost of the vehicle. Truck Hero has built a strong competitive position offering a broad number of brands and accessories catering to the light-truck market, which are expected to remain a meaningful share of new vehicle production over the longer-term. Growing e-commerce revenues also support expectations for solid annual earnings growth over the next couple of years. Acquisitions have supplemented top-line expansion while expanding product offerings (e.g. Lund International for accessories). The company has benefitted from a sharp increase in both volume and margin expansion recently, with its revamped e-commerce platform providing considerable lift during the pandemic. Moody's expects the continuation of solid operating momentum, augmented by a record backlog, through 2021. Free cash flow even at a reduced top-line growth rate is expected to be solid and should enable at least some accelerated debt repayment, steadily improving the strained financial flexibility from the proposed LBO structure. Moody's adjusted debt-to-EBITDA is expected to fall to 7x or below by year-end 2021 with free cash flow-to-debt in the mid-single digit range as demand conditions gradually normalize over the course of the year. Moody's anticipates margins to modestly improve into 2022 as higher-margin e-commerce revenues steadily climb. The rating outlook is stable, indicative of the current momentum in the North American truck and Jeep aftermarket accessories markets as well as benefits from the company's prior and ongoing cost-reduction initiatives. Improving earnings and debt repayment from free cash flow should enable modest de-levering through 2021, notwithstanding debt-financed acquisitions. The liquidity position is good as Moody's expects only nominal cash but free cash flow in the $75 million to $100 million range for 2021 and an ABL facility that is sufficiently-sized relative to the revenue base and working capital expectations. The proposed $200 million ABL facility, unfunded at closing, is set to expire in 2026 and is expected to incur only occasional usage. The facility is subject to a springing fixed charge covenant tested when availability is less than the greater of 10% of current availability or $20 million - the term loan does not have financial maintenance covenants. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded with stronger than expected free cash flow that results in accelerated debt repayment and sustainably lower financial leverage. Debt-to-EBITDA approaching the mid-5x range, retained cash flow-to-net debt in the low-to-mid teens and EBITA-to-interest at or above 2.5x would be important elements for an upgrade, along with good liquidity. The ratings could be downgraded if Moody's expects organic revenue growth to stall in the low-single digits, or if the sharp recent increase in margins is not sustained at least with an EBITDA margin in the low-20% range, or free cash flow is likely to be weak for a sustained period. Weakening liquidity (e.g. maintenance of a negligible cash balance and/or sharply reduced availability under the ABL) or debt-to-EBITDA lingering in the 7x range could also place downward pressure on ratings. A debt-financed dividend or meaningful acquisition, prior to significantly improving the weak leverage profile could also be a precursor for negative rating action. Moody's took the following rating actions on Truck Hero, Inc. (NEW): Corporate Family Rating assigned at B3 Probability of Default Rating assigned at B3-PD Senior Secured Term Loan assigned at B2 (LGD3) Senior Unsecured Notes assigned at Caa2 (LGD5) Rating outlook assigned Stable Truck Hero, Inc. is a vertically integrated manufacturer of branded aftermarket accessories for trucks (pickup and heavy duty), Jeeps, sport utility vehicles, crossover utility vehicles and vans throughout the US and Canada. Products include hard and soft truck bed covers, truck caps, bed liners, floor liners, steps, suspension kits, Jeep parts and off-road accessories. Revenues for the latest twelve months ended September 30, 2020 were approximately $1.2 billion. The principal methodology used in these ratings was Automotive Supplier Methodology published in January 2020. U.S.A. PARTS: Allowed Unsecured Claims Unimpaired in Plan --------------------------------------------------------- U.S.A. Parts Supply, Cadillac U.S.A. Oldsmobile U.S.A. Limited Partnership, filed an Amended Plan of Reorganization for Small Business on Jan. 6, 2021. The Plan will also be funded with the Debtor's net disposable income. The Debtor's financial projections show that the Debtor will have projected disposable income of $2,717 monthly for the first 14 months following confirmation or a total of $38,033. Non-priority unsecured creditors holding allowed claims will receive distributions, which the proponent of this Plan has valued at approximately 100 cents on the dollar. Class 3 Non-priority unsecured creditors are unimpaired. Class 3 consists of the claims of Cheryl Rose and the West Virginia State Tax Department. These claims are disputed and subject to claim objections. If allowed following the adjudication of the claim objections, the claims are unimpaired and will be paid in full in accordance with the Plan. Class 4 Unsecured insider claims are also unimpaired. The Debtor has filed a claim objection and adversary proceeding regarding the alleged secured claim of Chiacchieri and Corrado which is still pending. The Court has dismissed Count I finding that the Summary Judgment Order is a final order. In addition, Chiacchieri and Corrado have consented that their claim is unsecured and is not a lien on the Debtor's real property. The Adversary Proceeding is still pending and a pretrial conference is scheduled for January 12, 2021. If this claim is disallowed, claims against the Estate will be reduced by $313,479. A full-text copy of the Plan of Reorganization dated Jan. 6, 2021, is available at https://bit.ly/2LgeiOK from PacerMonitor.com at no charge. About U.S.A. Parts Supply U.S.A. Parts Supply, Cadillac U.S.A. and Oldsmobile U.S.A. LP (formerly doing business as Cadillac U.S.A. Parts Supply LP) is an auto parts supplier in Kearneysville, W. Va. U.S.A. Parts Supply filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. W.Va. Case No. 20-00241) on March 22, 2020. The petition was signed by Michael Cannan, sole shareholder and officer of general partner CUSAPS, Inc. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. James P. Campbell, Esq. at Campbell Flannery, P.C., is the Debtor's legal counsel. UNIQUE CASEWORK: Seeks Approval to Hire Bankruptcy Attorney ----------------------------------------------------------- Unique Casework Installations, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ William Jamison, Jr., Esq., an attorney practicing in Chicago, to handle its Chapter 11 case. Mr. Jamison will render these legal services: (a) advise the Debtor regarding its powers and duties in the continued operation of its business; (b) assist the Debtor in the negotiation, formulation, drafting and confirmation of a plan of reorganization; (c) assist the Debtor in investigating and pursuing all rights and claims in connection with preserving the value of the Debtor's assets and rehabilitating property of the estate; (d) prepare court papers and take necessary action with respect to any claims that may be asserted against the Debtor; and (e) perform all other legal services for the Debtor in connection with its Chapter 11 case. Mr. Jamison will be compensated at the rate of $350 per hour and will be reimbursed for work-related expenses. He received an advance retainer in the amount of $10,000. The attorney can be reached at: William E. Jamison, Jr., Esq. William E. Jamison & Associates 53 West Jackson Blvd., Suite #309 Chicago, IL 60604 Telephone: (312) 226-8500 Email: wjami39246@aol.com About Unique Casework Installations Unique Casework Installations, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-22262) on Dec. 31, 2020. Unique Casework President Patricia Davis signed the petition. At the time of the filing, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Jacqueline P. Cox oversees the case. William E. Jamison, Jr., Esq., serves as the Debtor's legal counsel. UTZ QUALITY: Moody's Gives B1 Rating on New $720MM 7-Yr Term Loan ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Utz Quality Foods, LLC's proposed new $720 million 7-year term loan and affirmed the company's B1 Corporate Family Rating and B1-PD ratings. The rating on Utz's existing senior secured first lien term loan was upgraded to B1 and will be withdrawn at the close of the transaction. The Speculative Grade Liquidity rating was upgraded to SGL-1 from SGL-2. The actions follow the acquisition of Truco in December and reflect that the deal will be financed with a combination of equity and new debt. The rating outlook is positive. The following ratings/assessments are affected by today's action: New Assignments: Issuer: Utz Quality Foods, LLC $720M Senior Secured 1st Lien Term Loan, Assigned B1 (LGD4) Ratings Affirmed: Issuer: Utz Quality Foods, LLC Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Ratings Upgraded: Issuer: Utz Quality Foods, LLC Senior Secured 1st Lien Term Loan, upgraded to B1 (LGD4) from B2 (LGD4) Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Utz Quality Foods, LLC Outlook, Remains positive RATINGS RATIONALE Utz's B1 CFR continues to reflect its relatively small share of the large and attractive salty snack market, its subnational but rapidly growing geographic footprint, and modest but improving segment diversification. The Acquisition of Truco (On the Border snacks) in December 2020 for $480 million will improve the company's scale, profitability, cash generation, and market position, as well as its product, channel and market diversification. Leverage will remain modest at about 4x or under including Moody's adjustments, since the deal will be funded with both debt and equity. Utz became public in late August through a merger with a special purpose acquisition company. The equity raised through the offering allowed the company to pay down debt, and lower leverage to under 3.6x. In addition to significantly reducing leverage, the transition to a public company improves transparency and governance beyond that typically expected from privately held companies. Ahead of the going public transaction the company articulated a public net leverage target of 3-4x. Utz has outperformed expectations in 2020. Moody's expects that proforma for acquisitions, 2020 year-end leverage will be about 4x and fall to below 4 times during 2021. The snack foods category has good overall growth prospects as consumers continue to shift towards greater snacking throughout the day, although competition in the sector is fierce. The SGL-1 reflects Utz's good liquidity, supported by Moody's expectation for steady free cash flow and significant availability under its $161 million ABL revolving credit facility that expires in August 2024. Moody's expects free cash flow to exceed $60 million over the next 12 months, which is significantly higher than prior years because of the reduction in cash interest following the going public transaction, synergies from acquisitions, higher earnings and the high cash conversion rate of Truco given its asset light model. Moody's expects that the ABL revolver will remain largely undrawn over the next 12-18 months and that cash will begin to build, assuming no further large acquisitions. The credit facility contains a springing fixed charge coverage covenant of 1.0 times. This covenant will spring into effect when availability falls below the greater of 10% of the borrowing base or $11 million. The company faces no near-term debt maturities. The new first lien term loan will mature in January 2028. The B1 rating on the first lien debt, the same rating as the CFR, reflects the fact that although the ABL revolver was upsized, its usage is expected to be minimal, while the increased first lien term loan makes it the predominate class of debt in the capital structure. The positive outlook reflects Moody's expectation that Utz will continue to deleverage as it recognizes synergies and undertakes both growth and productivity initiatives. This includes successfully integrating Truco as well as smaller bolt on acquisitions which will likely continue. The company expects to achieve approximately $5 million in synergies related to the Truco acquisition, predominately in 2021. The outlook also reflects Moody's expectation that the company will continue to manage leverage at around 4x or below, that it will maintain good liquidity and that it will not contemplate further larger acquisitions until after Truco has been successfully integrated and leverage has been reduced. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS To achieve an upgrade, Utz will need to continue to grow scale and operating profits, successfully integrate acquisitions, maintain good liquidity and sustain debt to EBITDA leverage (including Moody's adjustments) below 4.0x. The rating could be downgraded if the company experiences operational difficulties, liquidity weakens, if it engages in large debt financed acquisitions or shareholder returns or if debt-to-EBITDA leverage is expected to be sustained above 5.0x. ESG CONSIDERATIONS The rapid and widening spread of the coronavirus outbreak, deteriorating global economic outlook, falling oil prices, and asset price declines are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial credit implications of public health and safety. Notwithstanding, Utz and many other packaged food companies are likely to be more resilient than companies in other sectors. However, some volatility can be expected through 2021 due to uncertain demand characteristics, channel shifting, the potential for supply chain disruptions and difficult comparisons in 2021. Social and environmental risks are not key rating drivers. Utz' governance will benefit from having become a publicly traded company. The company established a majority independent board, initially comprised of 10 members of which 7 are independent according to NYSE guidelines; half nominated by the special purpose acquisition company, Collier Creek, with which it merged in August 2020, and half by the Rice and Lissette families, who will maintain abaout a 45% economic interest after the public warrants issued to partially fund the Truco transaction. Moody's views the company's public commitment to a net leverage target of 3-4x to be evidence of a more conservative financial policy than Utz operated under in recent years as a private company. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Utz Quality Foods, LLC, headquartered in Hanover, PA, is a branded salty snack producer and marketer. Key products include potato chips, pretzels, cheese snacks, pork skins, pub/party mix, popcorn and tortilla chips. The Company's brand portfolio is well known in its core markets and includes Utz, Golden Flake, Good Health, Zapp's, Dirty, Boulder Canyon, Bachman, Tim's Cascade, On the Border, and Snyder's of Berlin, among others. Pro forma annual net sales will exceed $1.1 billion. VECTOR GROUP: Moody's Gives Ba3 Rating on New $850MM Secured Notes ------------------------------------------------------------------ Moody's Investors Service assigned a Ba3 rating to Vector Group Ltd's new $850 million senior secured 8-year notes. At the same time Moody's affirmed Vector's existing ratings, including its B2 Corporate Family Rating, its B2-PD Probability of Default Rating and the Caa1 rating on the company's senior unsecured notes due 2026. Proceeds from the new senior secured notes will be used to refinance the existing $850 million senior secured notes due in 2025. The Ba3 rating on the existing $850 million senior secured notes will be withdrawn at closing. Moody's also upgraded the speculative grade liquidity rating to SGL-1 from SGL-2. The rating outlook is stable. The rating affirmation reflects Moody's expectation that Vector's performance will remain stable over the next 12-18 months as its tobacco business will benefit from modest market share gains. During the current recession, Moody's expects consumers will continue to trade down to less expensive brands thus supporting growth in Vector's market share despite longer-term industry headwinds leading to declining cigarette smoking. The company's focus on permanent cost savings initiatives will further support EBITDA in the $330 million to $340 million range over the next 12 to 18 months. Moody's further expects the company's free cash flow will range between $25 million to $30 million per year assuming an annual dividend payout of approximately $130 million. Debt to EBITDA will also remain high at around 5.0x and the company has very good liquidity. The refinancing is modestly credit positive because it extends the maturity profile with a limited effect on cash interest expense and leverage. The upgrade to SGL-1 reflects sizable cash and equivalents of $451 million as of September 30, 2020 accumulated through free cash flow. Vector also has approximately $124 million of liquid investments, an undrawn $60 million revolver expiring in January 2025, and no meaningful debt maturities for the next 5 years. The company has very good cushion within the $100 million minimum EBITDA covenant and should remain comfortably below the $20 million maximum capital expenditure covenant. The covenants are triggered when revolver availability is less than $20 million, which Moody's views as unlikely. Ratings assigned: Vector Group Ltd.: Senior Secured Notes due 2029 at Ba3 (LGD2) Ratings affirmed: Vector Group Ltd.: Corporate Family Rating at B2 Probability of Default Rating at B2-PD Senior Unsecured Notes due 2026 at Caa1 (LGD5) Ratings upgraded: Vector Group Ltd.: Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Outlook, Remains Stable RATINGS RATIONALE Vector's B2 CFR reflects its relatively small scale compared to larger U.S. tobacco companies and limited pricing flexibility. The company participates in the deep discount cigarette segment that is highly regulated. Vector's credit profile also reflects its aggressive financial policy, modest free cash flow and the ongoing threat of adverse tobacco litigation and regulation. Partially offsetting these risks is Vector's good track record of increasing EBITDA operating performance and improving share in the US cigarette market. Additionally, the company holds a cost advantage based on the beneficial terms provided under the Master Settlement Agreement. Vector also has very good liquidity with large cash balances and real estate investments that are conservatively managed and a realtor business (Douglas Elliman) that provides an additional, albeit volatile, source of earnings diversification. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the company's performance from the current weak US economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high leading to wide potential variations in demand for tobacco products. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Vector is exposed to increasing social risks in the cigarette business related to life-style changes, regulation and litigation. Over the past three decades, volume decline in traditional cigarettes is a direct consequence of a social shift away from cigarette smoking. Vector could be negatively impacted if US regulators decide to implement a ban of flavored cigarettes as another means to discourage smoking. Vector also has an aggressive financial policy including the use of high leverage. Additionally, as recently as 2019, the company historically paid high dividends in excess of cash flows ($239 million paid in 2019 versus cash from operations of $143 million) using debt to primarily fund these large excess payments. Over the past year, Vector has since reduced dividends by approximately half to about $130 million annually, a level that it can now support with internally generated cash flow. Although the company has curtailed its dividends it continues to have limited ability to reduce debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that Vector's sales and EBITDA will grow modestly by 1% to 2% over the next 12 to 18 months due to some cigarette volume improvement as the company will benefit from some trade-down from branded cigarettes in a period of elevated unemployment. The outlook also reflects Moody's expectation for continued high debt-to-EBITDA leverage of around 5.0x. The real estate brokerage business will have top line improvement, though add little lift to overall operating profits. Moody's outlook also reflects expected annual dividends at the current run-rate of about $130 million per year. Ratings could be upgraded if litigation risk diminishes and the company's profitability and credit metrics improve with no adverse impact on volume growth and/or market share. An upgrade would also require debt to EBITDA to remain below 4.5x with sustained positive free cash flow after dividends. Ratings could be downgraded if pricing flexibility trends or growth prospects for the discount cigarette industry deteriorate, or if there is an unexpected material increase in litigation or regulation risk. A decline in liquidity, including diminished cash and marketable securities could also lead to a downgrade. Vector's ratings could also be downgraded if debt to EBITDA is sustained above 6.0x. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. Vector Group Ltd. is a publicly traded holding company with subsidiaries engaged in U.S. domestic cigarettes manufacturing, real estate brokerage through Douglas Elliman and real estate development. Vector generates roughly $1.5 billion in annual revenue (net of federal excise taxes) as of last-twelve-months ending September 30, 2020. VECTOR GROUP: S&P Alters Outlook to Positive, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based Vector Group Ltd. to positive from stable and affirmed its 'B' issuer credit rating and 'B-' issue-level rating on the company's senior unsecured debt. At the same time, S&P assigned its 'BB-' issue-level rating and '1' recovery rating to the proposed $850 million notes. The '1' recovery rating indicates its expectation for very high (90%-100%; rounded estimate 95%) recovery in the event of a payment default. S&P expects to withdraw its ratings on the company's existing secured notes following their repayment. S&P said, "The positive outlook reflects the potential we will raise our rating on Vector over the next 12 months if it generates solid--albeit slightly lower--adjusted EBITDA because of increased consumer mobility while continuing to demonstrate less-aggressive financial policies such that it sustains adjusted leverage of less than 5x." U.S.-based Vector Group Ltd. intends to issue $850 million of senior secured notes due 2029, which it will use the proceeds from to redeem its outstanding $850 million 6.125% senior secured notes due 2025. S&P views this as a leverage-neutral transaction. S&P said, "We forecast the company will sustain adjusted leverage of less than 5x and generate positive discretionary cash flow (DCF) if its financial policy remains less aggressive and it continues to effectively manage its tobacco business. Vector's 50% reduction in its dividend in 2020--which occurred during a period of accelerating combustible cigarette volume declines--has contributed to over $210 million of reported DCF during the nine months ended Sept. 30, 2020, which compares with its about break-even DCF for the nine months ended Sept 30, 2019. While we believe some of the improvement in the company DCF generation is related to the timing of its working capital, master settlement payments, and income taxes, its solid tobacco cash earnings during the pandemic as people smoke more at home (and away from restrictive public spaces) and significantly reduced dividend payments are also major contributors. We forecast Vector's adjusted leverage will fall to 5x or below by Dec. 31, 2020, and believe it can sustain leverage in the high 4x area thereafter if its board of directors maintains its less-aggressive financial policies and management is able to continue effectively operating the tobacco business to maximize its long-term profitability." Vector has demonstrated its ability to manage its portfolio of deep discount brands over many years. The company has a history of successfully maximizing its EBITDA by balancing its market share and pricing. Specifically, it has increased its aggregate share of the combustible cigarette market to 4.1%, from 1.2% in 1999, while increasing its management-defined tobacco EBITDA to $308 million from $79 million over the same period. Vector has been able to identify which brands to position for volume growth and which brands to position for income growth while using effective pricing decisions as a key lever. S&P believes Vector's largest brand--Eagle 20's--has entered profit growth and exited the volume-growth stage (though it is still considered deep discount). Therefore, Vector's above-industry-average volume and market share could begin to deteriorate. However, the company's profitability could increase--at least temporarily--due to pricing dynamics. To sustain its niche position as a leading discount cigarette manufacturer, S&P believes Vector will need to identify a new deep-discount brand. This brand might be Montego, which Vector expanded the distribution of to 14 states this year, from four previously, to provide a lower-priced alternative, especially in economically hard-hit states. Montego accounted for almost 7% of the company's total volume in the third quarter of 2020. Discount cigarette manufacturers' profits could eventually erode if Colorado's minimum pricing provision--which recently became law--is adopted on a widespread basis by other states or municipalities. Liggett Group LLC, Vector Tobacco Inc., and an unaffiliated discount cigarette manufacturer have filed a complaint against the State of Colorado and several Colorado officials. The complaint alleges violations of federal and state laws in connection with Proposition EE, which is a voter-approved November 2020 ballot initiative that--among other things--fixes the minimum price of cigarettes in the state at $7.00 per pack beginning Jan. 1, 2021. The filing alleges that the state made a backroom deal with Philip Morris--the largest seller of premium cigarettes, including Marlboro--to fix prices at premium levels. Proposition EE would nearly double the price of discount cigarettes and essentially eliminate the competition from discount cigarette manufacturers, which have taken market share from Philip Morris. The filing also alleges the minimum price provision was omitted from the ballot question and is anti-competitive. Vector indicates that Colorado is the only state in the U.S. with a minimum price to purchase cigarettes. S&P believes Colorado constitutes only a moderate portion of the company's overall tobacco sales. However, Vector's profitability could decline materially if more states or municipalities adopt minimum prices, thereby shifting cigarette consumption toward premium brands. The company believes it has a strong case. However, the trend toward more anti-smoking regulations has persisted for at least the last two decades--most recently with the increase in the federally mandated minimum age for purchasing tobacco products to 21. Environmental, social, and governance (ESG) credit factors for this outlook revision: -- Health and safety S&P said, "The positive outlook on Vector reflects the potential that we will raise our rating over the next 12 months if it generates solid--albeit slightly lower--adjusted EBITDA because of increased consumer mobility while continuing to demonstrate less-aggressive financial policies." "We could raise our rating on Vector if we believe it will maintain less-aggressive financial policies, including maintaining its dividend near current levels without undertaking material share repurchase activity, which would be consistent with sustaining adjusted leverage of less than 5x. This could occur if the company continues to outperform industry volume trends (which will probably require it to identify a new deep-discount growth brand) while realizing modest price increases across its portfolio. This would also likely require a sustained normalization in its real estate brokerage business." "We could revise our outlook on Vector to stable if it sustains adjusted leverage in the low 5x area or its DCF falls to break-even or negative levels. This could occur if the company prioritizes shareholder returns over maintaining credit metrics in line with our expectations or if its profitability weakens by more than we anticipate once the risk from the coronavirus dissipates and people become more mobile. Vector's profitability could also decline if the demand for its combustible cigarettes falls, potentially due to social/demographic factors, economic strain on its core customer base, adverse regulatory developments (including, but not limited to, the widespread adoption of minimum cigarette prices), escalating competition from rivals (though we presently assume premium manufacturers will continue to raise prices), or a shift in nicotine consumption toward next-generation products." VECTOR LAUNCH INC: Court Okays Liquidation Plan After Assets Sale ----------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that space technology startup Vector Launch Inc. won court approval to wind down in bankruptcy following sales of company assets. The Chapter 11 liquidation plan, which is projected to repay unsecured creditors between 5% and 19% of a total $6.9 million in claims against the company, was approved by the U.S. Bankruptcy Court for the District of Delaware Monday, January 11, 2020. The plan also provides for the creation of a liquidation trust to distribute remaining assets to creditors and pursue claims against former CEO and founder James Cantrell for breach of fiduciary duty and misuse of corporate assets. About Vector Launch Inc. Vector Launch Inc., -- https://www.vector-launch.com/ -- is a space technology that develops rockets and satellite computing technology. Vector maintains engineering and software development facilities in California and fabrication and research facilities in Arizona. Vector is the parent of Garvey and owns 100% of Garvey's equity interests. Vector, which was formed as a Delaware corporation in 2016, is the primary operating entity and since 2016 has been the only Debtor entity with significant operations or assets. Vector sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-12670) concurrently with Garvey Spacecraft Corporation (Bankr. D. Del. Case No. 19-12671) on Dec. 13, 2019. In the petitions signed by CRO Shaun Martin, Vector Launch was estimated to have between $10 million and $50 million in assets and between $1 million and $10 million in liabilities. Garvey Spacecraft was estimated to have assets of up to $50,000 and between $1 million and $10 million in liabilities. Judge John T. Dorsey oversees the case. Sullivan Hazeltine Allinson LLC and Pillsbury Winthrop Shaw Pittman LLP are the Debtors' counsel. Epiq Corporate Restructuring, LLC, serves as the Debtors' claims, notice agent and administrative advisor. WALKER RADIO: Gets OK to Hire Mullin Hoard & Brown as Counsel ------------------------------------------------------------- Walker Radio Group, LLC received approval from the U.S. Bankruptcy Court for the Northern District of Texas to employ Mullin Hoard & Brown, LLP as its legal counsel. Mullin Hoard & Brown will render these legal services: (a) prepare legal papers necessary to comply with the requisites of the Bankruptcy Code and Bankruptcy Rules; (b) advise the Debtor regarding the preparation of operating reports, motions for use of cash collateral and Chapter 11 plan; and (c) provide all other legal services ordinarily associated with a bankruptcy case. The firm's hourly rates are as follows: Partners/Associates $185 - $450 Paralegals/Law Clerks $80 - $155 In addition, the firm will seek reimbursement for work-related fees and expenses. The Debtor paid a retainer in the amount of $21,000 to the firm. David Langston, Esq., a partner at Mullin Hoard, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: David R. Langston, Esq. Mullin Hoard & Brown, LLP P.O. Box 2585 Lubbock, TX 79408-2585 Telephone: (806) 765-7491 Facsimile: (806) 765-0553 Email: drl@mhba.com About Walker Radio Group Walker Radio Group, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-50234) on Dec. 9, 2020, listing under $1 million in both assets and liabilities. Judge Robert L. Jones oversees the case. Mullin Hoard & Brown, LLP serves as the Debtor's legal counsel. WARDMAN HOTEL: Marriott Hotel Operator Files for Bankruptcy ----------------------------------------------------------- Law360 reports that the District of Columbia's pandemic-shuttered, Marriott-flagged Wardman Park Hotel checked into Chapter 11 in Delaware for a bankruptcy sale on Monday, January 11, 2021, reporting more than $130 million in debt and an inability to meet a court order for millions in Marriott-mandated investments. The 1,152-room hotel site, operated a hospitality hub since the Spanish Flu pandemic, shut down in early 2020 to comply with a D.C. COVID-19 emergency order. The shutdown followed more than a decade of flagging revenues and battling among its equity owners and Marriott Hotel Services Management Inc. About Wardman Hotel Wardman Hotel Owner, L.L.C., owns Marriott Wardman Park Hotel, a convention hotel located at 2600 Woodley Road NW, in the Woodley Park neighborhood of Washington, D.C.. Wardman Hotel Owner, L.L.C., filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 21-10023) on Jan. 11, 2021. In the petition signed by James D. Decker, manager, the Debtor estimated $100 million to $500 million in assets and liabilities. The Hon. John T. Dorsey is the case judge. PACHULSKI STANG ZIEHL & JONES LLP, led by Laura Davis Jones, is the Debtor's counsel. WC 4811: Unsecured Creditors to Recover 100% in Plan ---------------------------------------------------- WC 4811 South Congress, LLC, submitted a Chapter 11 Plan and a Disclosure Statement on Jan. 4, 2021. A hearing to consider approval of the Disclosure Statement for Feb. 4, 2021, at 9:30 a.m. at https://us-courts.webex.com/meet/Davis via Webex or Phone. Call 650-479-3207 Code: 160 704 4630 The Debtor owns a mixed-use real estate development located at 4811 South Congress Ave. in Austin, Texas. The debt owed to the noteholder, 4811 SoCo, LP, is $4,455,041. In addition, the Debtor is liable for 2019 and 2020 real property taxes on the property in the alleged total amount of $71,387. The Debtor values the Property at $25,000,000, therefore, the Noteholder enjoys an equity cushion in excess of $20 million over its alleged debt and any tax lien. The Class 1 allowed secured claim of the Noteholder will be paid at the election of the Debtor pursuant to one or more scenarios, including (a) cash proceeds from leasing, (b) cash proceeds from refinance, or (c) cash proceeds from a sale. Class 3 Allowed Unsecured Claims in the amount $20,848 are impaired. The Unsecured creditors will recover 100% of their claims. Each holder of an Allowed Unsecured Claim will receive payment in full of the allowed amount of each holder's claim, with 2% interest, to be paid 30 days following payment of the Class 1 claim. All cash necessary for the Reorganized Debtor to make payments pursuant to the Plan shall be obtained from rental receipts, proceeds of refinance, proceeds of a sale, or from Bankruptcy Court-approved financing, including from an affiliate of the Debtor. A full-text copy of the Disclosure Statement dated January 4, 2021, is available at https://bit.ly/397EzGS from PacerMonitor.com at no charge. Counsel for the Debtor: Mark H. Ralston Fishman Jackson Ronquillo PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5500 E-mail: mralston@fjrpllc.com About WC 4811 South Congress WC 4811 South Congress LLC, a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)), owns an income-producing mixed-use real estate development located at 4811 South Congress Ave. in Austin, Texas that includes a mobile home park, rental buildings and land to be used for future development. World Class Holdings III, LLC, is the managing member of WC 4811 South Congress and is an affiliate of Natin Paul. WC 4811 South Congress sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11105) on Oct. 6, 2020. The petition was signed by Natin Paul, president of the managing member. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Fishman Jackson Ronquillo PLLC is the Debtor's legal counsel. WC CUSTER CREEK: Hires Columbia Consulting as Financial Advisor --------------------------------------------------------------- WC Custer Creek Center Property, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Columbia Consulting Group, PLLC as its financial advisor. The Debtor requires a financial advisor to: a. coordinate and negotiate with the Debtor's lenders and creditors; b. provide services of a chief restructuring officer that may include: i. the preparation of projections and assistance in structuring a plan of reorganization; ii. the preparation of schedules and monthly operating reports, if necessary; iii. expert testimony, if necessary; and iv. other financial and accounting consulting services, that may be required. Columbia Consulting will be paid at these rates: Partners $250 to $300 per hour Clerks $75 to $175 per hour The firm will be paid a retainer in the amount of $10,000 and will be reimbursed for out-of-pocket expenses incurred. Jeffrey Worley, a partner at Columbia Consulting, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Columbia Consulting can be reached at: Jeffrey A. Worley Columbia Consulting Group, PLLC 101 Long Prairie Road, Suite 744 MB 17 Flower Mound, TX 75028 Tel: (972) 809-6393 About WC Custer Creek Center Property Austin, Texas-based WC Custer Creek Center Property, LLC filed a Chapter 11 petition (Bankr. W.D. Texas Case No. 20-11202) on Nov. 2, 2020. Natin Paul, manager, signed the petition. In its petition, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Tony M. Davis oversees the case. Fishman Jackson Ronquillo, PLLC and Columbia Consulting Group, PLLC serve as the Debtor's bankruptcy counsel and financial advisor, respectively. WC TEAKWOOD: Unsecureds to Recover 100% With Interest in Plan ------------------------------------------------------------- WC Teakwood Plaza, LLC, submitted a Chapter 11 Plan and a Disclosure Statement on Jan. 4, 2021. A hearing to consider approval of the Disclosure Statement will be held Feb. 4, 2021 at 9:30 a.m., at https://us-courts.webex.com/meet/Davis via Webex or Phone. Call 650-479-3207 Code:160 704 4630 According to the Disclosure Statement, 8209 Burnet, LP, claims to be owed $7.4 million on account of notes issued by the Debtor. Since the filing of the case, the Debtor has been in the process of investigating potential claims and causes of action against Noteholder, including potential claims and causes of action stemming from Noteholder's interference with the Debtor's operations. The current tax appraisal on the Debtor's property in Austin, Texas, values it at $9,274,000, while the Debtor values the Property at $20,000,000. Even based on the appraised value for tax purposes, Noteholder enjoys an equity cushion in excess of $1.4 million more than its alleged debt and any tax lien. The Class 1 allowed secured claim of the Noteholder will be paid at the election of the Debtor pursuant to one or more scenarios, including (a) cash proceeds from leasing, (b) cash proceeds from refinance, or (c) cash proceeds from a sale. Holders of Class 3 Allowed Unsecured Claims totaling $52,991 are impaired but will recover 100% of their claims, with interest. Each holder of an Allowed Unsecured Claim will receive payment in full of the allowed amount of each holder's claim, to be paid 30 days following payment of both the Class 1 and Class 2 Claims. Interest on Class 3 Claims will be paid at the rate of 2% per annum and will begin to accrue as of the Effective Date. All cash necessary for the Reorganized Debtor to make payments pursuant to the Plan will be obtained from rental receipts, proceeds of refinance, proceeds of a sale, or from Bankruptcy Court-approved financing, including from an affiliate of the Debtor. A full-text copy of the Disclosure Statement dated January 4, 2021, is available at https://bit.ly/2L3fnJL from PacerMonitor.com at no charge. Counsel for the Debtor: Mark H. Ralston Fishman Jackson Ronquillo PLLC Three Galleria Tower 13155 Noel Road, Suite 700 Dallas, TX 75240 Telephone: (972) 419-5544 Facsimile: (972) 4419-5500 E-mail: mralston@fjrpllc.com About WC Teakwood Plaza Based in Austin, Texas, WC Teakwood Plaza LLC owns and operates a 3.4-acre shopping center at 8201-8209 Burnet Road, Austin, Texas that houses a number of business tenants. World Class Holdings III, LLC, is the managing member of WC Teakwood and is an affiliate of Natin Paul. WC Teakwood Plaza sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-11104) on Oct. 6, 2020. The petition was signed by Natin Paul, president of managing member. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Fishman Jackson Ronquillo PLLC is the Debtor's legal counsel. WINNEBAGO INDUSTRIES: Moody's Upgrades CFR to B1, Outlook Positive ------------------------------------------------------------------ Moody's Investors Service upgraded its ratings for Winnebago Industries, Inc., including the company's corporate family rating (CFR; to B1 from B2) and probability of default rating (to B1-PD from B2-PD), and the rating on the company's senior secured notes due 2028 (to B1 from B2). The company's speculative grade liquidity rating has also been upgraded to SGL-1 from SGL-2. The ratings outlook is positive. RATINGS RATIONALE "The upgrades follow Winnebago's demonstrated operational resilience during the COVID pandemic and reflect our expectation of continued strength in retail demand for recreational vehicles and ensuing strength in the company's financial performance over the forward period," according to Eoin Roche, Moody's lead analyst for Winnebago. "We expect this ongoing demand to broadly support healthy earnings growth, strong free cash flows and an improving set of key credit metrics, which combined will enhance the company's underlying financial flexibility," added Roche. The B1 CFR broadly reflects the highly cyclical nature of the RV and motorboat industries and a competitive operating environment with limited barriers to entry against Winnebago's strong brand name, well-established market position and opportunities for improved profitability. The rating also considers Winnebago's track record of strong execution along with a history of deleveraging after previous debt-financed acquisitions. Moody's recognizes Winnebago's relatively conservative financial policy for its assigned rating, as reflected by a comparatively strong balance sheet with adjusted debt-to-EBITDA of around 2.7x and ample cash balances of $273 million as of November 2020. Low dealer inventory levels and near record backlog of around $2.6 billion bode well for strong sales and earnings growth in 2021, notwithstanding ongoing economic disruption in the aftermath of the coronavirus pandemic. The rapid spread of the coronavirus outbreak, the deteriorating global economic outlook, low oil prices and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Notwithstanding some early signs that the adverse impact of the coronavirus outbreak on Winnebago and the deterioration in credit quality that it triggered may be relatively short-lived and subsiding, the company remains vulnerable to shifts in market demand and consumer sentiment in these unprecedented operating conditions. The SGL-1 speculative grade liquidity rating signifies Moody's expectation of very good liquidity over the next 12 months. Cash balances as of November 2020 were robust at around $273 million and Moody's expects healthy cash generation during fiscal 2021 (ending August 2021), with free cash flow-to-debt likely to exceed 15%. External liquidity is provided by a $193 million ABL facility that expires in October 2024, and Moody's anticipates near full availability under the facility during fiscal 2021. The ABL contains a minimum fixed charge coverage ratio of 1.0x that is effective if availability is less than the greater of 10% of the revolving commitment or $19.2 million. Other alternative sources of liquidity are limited given the predominately all-asset pledge benefiting the company's various secured creditors. The positive ratings outlook reflects Moody's expectation of continued strong retail demand for RVs as well as robust levels of backlog that should support healthy sales and earnings growth and improving credit metrics in fiscal 2021 and beyond. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS In light of the high degree of cyclicality inherent in Winnebago's end markets, Moody's expects the company will maintain key credit metrics that are meaningfully stronger than levels typically associated with other companies at the same rating level. Consideration for a ratings upgrade could be warranted if retail RV registrations and/or wholesale deliveries stabilize and grow modestly over the next few quarters. A larger and more diversified product offering that reduces the cyclicality of the overall business would be constructive to any prospective consideration of higher ratings, as well. A ratings upgrade would require maintenance of a good liquidity profile and a demonstrated ability and expectation that the company would generate consistently strong free cash flows coupled with substantial availability under the revolver. A weakening liquidity profile involving increased reliance on the company's asset-backed revolver or expectations of negative free cash flow would pressure the ratings downward. The loss of a key dealer or the erosion of market share, expectations of a meaningful weakening of retail demand, debt-financed acquisitions, and/or share buybacks over the near-term could also warrant consideration of prospectively lower ratings. The following is a summary of today's rating actions: Issuer: Winnebago Industries, Inc. Corporate Family Rating, upgraded to B1 from B2 Probability of Default Rating, upgraded to B1-PD from B2-PD Senior Secured Notes due 2028, upgraded to B1 (LGD3) from B2 (LGD3) Speculative Grade Liquidity Rating, upgraded to SGL-1 from SGL-2 Outlook, changed to Positive, from Stable Winnebago Industries, Inc., headquartered in Forest City, Iowa, is a leading manufacturer of RVs used primarily in leisure travel and outdoor recreational activities. Winnebago manufactures a variety of motor homes, travel trailers and fifth wheel trailers, as well as recreational powerboats. Revenues for the twelve months ended November 2020 were approximately $2.2 billion. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. WMG ACQUISITION: Moody's Rates New $820MM Term Loan G 'Ba3' ----------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to WMG Acquisition Corp.'s proposed senior secured term loan G facility. The Ba3 Corporate Family Rating stable outlook remain unchanged. Assignment: Issuer: WMG Acquisition Corp. $820 Million Senior Secured Term Loan G due 2028, Assigned Ba3 (LGD3) The assigned rating is subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. Acquisition Corp. is an indirect wholly-owned subsidiary of Warner Music Group Corp., which is the ultimate parent and financial reporting entity that produces consolidating financial statements. The new senior secured term loan will be pari passu with Acquisition Corp.'s existing senior secured revolving credit facility and senior secured notes. The negative covenants in the new term loan will be limited to restrictions on liens, restrictions on fundamental changes and change of control, and will be substantially similar to the negative covenants in Acquisition Corp.'s senior secured notes due 2028, 2030 and 2031. The new term loan will be guaranteed on a senior secured basis by Acquisition Corp.'s wholly-owned domestic restricted subsidiaries and secured by a first priority perfected lien on substantially all domestic property and assets of Acquisition Corp. and each subsidiary guarantor. RATINGS RATIONALE The transaction is leverage neutral since Moody's expects Acquisition Corp. to use the net proceeds (after transaction costs) to fully repay the existing $814 Million Senior Secured Term Loan F due 2023. Moody's views the transaction favorably given the extension of the debt maturity. Upon full extinguishment of the 2023 term loan F facility, Moody's will withdraw the rating. Acquisition Corp.'s Ba3 CFR is forward looking and supported by the parent's, Warner Music Group Corp., resilient business model driven by solid growth in digital revenue, which accounted for roughly 85% of total revenue in fiscal 2020 (ending September 30). Moody's expects WMG will experience 7%-9% average annual digital revenue growth driven by continued strong secular adoption of paid digital music streaming services by consumers, especially in underpenetrated overseas markets. As a result of the continuing shift to streaming platforms combined with its attractive and extensive music catalog, WMG has demonstrated an ability to more than offset secular declines in digital downloads and physical media. The Ba3 rating is bolstered by WMG's position as the world's third largest music industry player. WMG is experiencing share gains supported by an extensive recorded music library and music publishing assets, which drive recurring revenue streams. The company benefits from the music industry's long-term secular growth as listeners increasingly subscribe to on-demand music streaming services globally and streaming platforms increase their demand to license WMG's music content. The company's business model, in which the bulk of revenue is generated by proven artists or its music catalog (less volatile) combined with ongoing investments in new recording artist and songwriter development to institutionalize a pipeline of recurring hit songs, helps moderate recorded music volatility. The rating is further supported by Moody's expectation that the economic impact arising from the coronavirus pandemic on WMG's profitability will continue to be manageable given the company's license-based revenue model, in which WMG licenses its music content to the leading digital streaming platforms via 1-3 year contracts. At fiscal year ended September 30, 2020, WMG's total debt to EBITDA was 4.4x (as calculated by Moody's), which excludes one-time costs related to non-recurring expenses and $559 million of incremental non-cash stock based variable compensation paid to senior management resulting from WMG's increased equity valuation following last year's IPO. While Moody's typically includes non-cash stock based compensation expense in our adjusted EBITDA calculations, in this instance the incremental portion associated the substantial one-time step up in WMG's equity value arising from the IPO was excluded. Moody's projects WMG will operate with total debt to EBITDA in the 4x area (as calculated by Moody's, excluding one-time costs) by the end of fiscal 2021, buoyed by EBITDA growth and adjusted EBITDA margins improving to the upper end of the 16%-20% range (as calculated by Moody's, excluding one-time costs). The company will benefit from extending into new markets for licensing music content, expanding global scale, revenue diversification and improving operating efficiencies. The rating is constrained by WMG's historically variable and seasonal recorded music revenue (about 85% of revenue), albeit increasingly less cyclical in large digital streaming markets, coupled with low visibility into results of upcoming release schedules as well as anticipated deceleration and/or declines in certain revenue segments (i.e., physical media and digital downloads). Potential headwinds include the slow transition from physical to digital among a few large countries and the music industry's revenue challenges that prevent full maximization of content value from user-uploaded videos to WMG's songwriters and rights holders. The stable outlook reflects Moody's view that WMG's digital license revenue model and operating profitability will remain fairly resilient through the economic recession and generate positive free cash flow. The outlook considers Moody's expectation for continued improvement in recorded music industry fundamentals combined with WMG's position as the world's third largest music content provider with global diversification and an enhanced recorded music repertoire. The company's scale and market position will help offset and cushion the impact from declines in physical, ad-supported, artists services and expanded rights revenue as a result of tour postponements and reduced merchandising and sponsorship revenue as a result of the pandemic. Higher leverage, potentially rising to the 4.5x-4.7x area (Moody's adjusted, excluding one-time costs) due to periods of moderating EBITDA and then declining to the 4x area by the end of fiscal 2021, is also factored in the stable outlook. Following Moody's estimated contraction in GDP growth of 3.8% for G-20 countries in 2020, we project global GDP growth will rebound to 4.9% in 2021 and 3.8% in 2022. Moody's expects that WMG will maintain good liquidity supported by cash levels of at least $150 million (cash balances totaled $553 million at 30 September 2020), access to the unrated $300 million revolving credit facility maturing April 2025 (currently undrawn) and free cash flow generation in the range of $150-$200 million over the next 12 months. The rapid spread of the coronavirus outbreak, deteriorating global economic outlook, low oil prices, and high asset price volatility have created an unprecedented credit shock across a range of sectors and regions. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. As a result of WMG's exposure to the US economy, the company remains vulnerable to shifts in market demand and business and consumer sentiment in these unprecedented operating conditions. A social impact that Moody's considers in WMG's credit profile is consumers' increasing usage of on-demand music streaming services. Given that WMG is one of a handful of leading providers of highly desirable music content, the streaming providers have no other choice but to license WMG's content for their platforms to remain competitive and ensure listeners have access to their favorite songs. This will continue to benefit WMG and support solid revenue and EBITDA growth fundamentals over the next several years. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Ratings could be upgraded if WMG exhibits sustained revenue growth in the recorded music business, EBITDA margin expansion, continued decrease in earnings volatility and higher returns on investments. Upward pressure on ratings could also occur if Moody's expects total debt to EBITDA will be sustained below 3.5x (Moody's adjusted) with free cash flow to debt of at least 7.5% (Moody's adjusted). Ratings could be downgraded if competitive or pricing pressures lead to a decline in revenue or higher operating expenses (e.g., increased artist and repertoire investments), EBITDA margin contraction or sizable debt-financed acquisitions increases debt to EBITDA to above 4.5x (Moody's adjusted) for an extended period of time. There would also be downward pressure on ratings if EBITDA or liquidity were to weaken resulting in free cash flow to debt sustained below 5% (Moody's adjusted). With headquarters in New York, NY, WMG Acquisition Corp. is an indirect wholly-owned subsidiary of Warner Music Group Corp., a publicly traded leading music content provider operating domestically and overseas in more than 70 countries. WMG has a library of over 1 million copyrights from more than 80,000 songwriters and composers across a diverse range of genres. Access Industries, Inc., a privately-held industrial group, acquired WMG for approximately $3.3 billion in July 2011. Revenue totaled $4.5 billion for the fiscal year ended 30 September 2020. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. [*] 9 Ways Recent Stimulus Bill Affects Bankruptcy -------------------------------------------------- Paul Laurin, Allison M. Scarlott and Molly N. Sigler of Barnes & Thornburg LLP wrote an article on Lexology titled "9 Ways the Recent Stimulus Bill Affects Bankruptcy." In an effort to resolve divergent court rulings, the new Consolidated Appropriations Act gives the Small Business Administration discretion to determine which small and individual debtors may obtain PPP loans in bankruptcy The CAA allows debtors in all bankruptcy cases to automatically take up to 210 days (thereby extending the statutory period by 90 days) to choose to continue with a non-residential real property lease and provides an additional grace period on payments for small business debtors after a filing The new law also offers additional protection from "preference" claims to landlords of non-residential real property and to suppliers of goods and services who received deferred payments from a debtor Among the provisions in the new Consolidated Appropriations Act of 2021 (CAA) are a number of temporary amendments to Title 11 of the United States Code (the Bankruptcy Code) focused on providing relief to creditors and corporate and individual debtors alike. On Dec. 27, 2020, the president signed the CAA into law – a $900 billion stimulus bill that modifies prior CARES Act legislation enacted last spring. Nine vital aspects of the new Bankruptcy Code provisions are summarized below. 1.) PPP loans to debtors or trustees The March 2020 CARES Act created the Paycheck Protection Program (PPP), the forgivable loan program administered by the Small Business Administration (SBA). Since the passage of the CARES Act, there has been debate over whether PPP loans are available to companies in bankruptcy. The new stimulus bill amends the Bankruptcy Code to make PPP loans available to debtors only if the SBA Administrator sends a letter to the Director of the Executive Office for United States Trustee permitting the PPP loans to be available during bankruptcy. If the SBA Administrator allows the PPP loan during bankruptcy, the loans will be available: a) in cases filed after the date the SBA sends the letter to the Office of the United States Trustee, and b) to certain types of debtors: Subchapter V small business debtors, Chapter 12 family farmer debtors, and self-employed Chapter 13 debtors. Commentators observe that this provision does not resolve uncertainty to the extent that it invests significant discretion in the hands of the SBA administrator. These amendments sunset on Dec. 27, 2022. 2.) Terms for discharge of debts for Chapter 13 debtors A discharge of debts is now available, with the bankruptcy court's discretion, to a debtor who has not completed payments under a Chapter 13 plan if either: 1) the debtor defaults on up to three monthly residential mortgage payments on or after March 13, 2020, due to financial hardship caused by the COVID-19 pandemic, or 2) the Chapter 13 plan provides that the debtor can cure a default on a residential mortgage and the debtor has entered into a qualifying loan modification or forbearance agreement with the lender. The debtor will not be discharged of the mortgage debt, but the debtor will be eligible to receive a discharge on other debts, despite not making all mortgage payments when due under the confirmed plan. This provisions sunsets on Dec. 27, 2021. 3.) Protection against discriminatory treatment for companies that file bankruptcy The CAA amends the Bankruptcy Code to provide that a person may not be denied relief under Sections 4011 through 4042 of the CARES Act solely because the person is or has been a debtor in a bankruptcy case. The CARES Act provisions affected by this amendment are the: * Foreclosure moratorium and right to request forbearance * Forbearance of mortgage payments for multifamily properties * Temporary moratorium on eviction filings This provision sunsets on Dec. 27, 2021. 4.) Plan modifications and confirmation: individual and family farmers and fishermen) The CARES Act allows mortgagors of federally backed residential and multifamily mortgages to request payments forbearance because of financial hardships caused by COVID-19. For residential mortgages, the forbearance period can be up to 12 months. At the end of the forbearance period, the mortgagor must pay the deferred mortgage payments in a lump-sum. These CARE Act provisions caused complications in Chapter 13 cases, so the CAA allows qualified servicers to file a proof of claim for the deferred payments, even if the claims filing deadline has passed. The CAA also authorizes debtors to modify a confirmed Chapter 13 plan to consider the deferred payment plan. If a debtor fails to modify its plan, the bankruptcy court, the U.S. Trustee, the Chapter 13 trustee, or any party in interest may move for the modification. These amendments sunset on Dec. 27, 2021. 5.) Performance under an unexpired non-residential real property lease in a Subchapter V case The CAA has extended the time for Subchapter V small-business debtors to perform under an unexpired non-residential real property lease if the debtor is experiencing or has experienced a material financial hardship cause by COVID-19. The debtor may extend its performance for up to 60 days after the filing and, if the court finds the debtor is continuing to experience a COVID-19 hardship, the court may extend the period for an additional 60 days. Any deferred obligations that are unpaid at confirmation constitute an administrative expense, which the debtors may pay back over time under the confirmed plan. This amendment only applies to Subchapter V cases, and it sunsets on Dec. 27, 2022. 6.) Acceptance or rejection of executory contracts and leases under Section 365(d)(4) * Subchapter V Small Business Debtors – The CAA has extended the time for Subchapter V debtors who have been financially affected by the pandemic to assume or reject leases by an additional 60 days, to a total of 210 days after the filing of the petition, mirroring the maximum period available generally in Chapter 11 cases. The amendment further provides that any claim arising from the 60-day extension will be treated as an administrative expense priority under Section 507(a)(2) of the Bankruptcy Code. * All debtors and trustees in chapters 7 and 11 – The CAA further extended a debtor’s period to assume or reject nonresidential leases from 120 days to 210 days after the date of the relief order. This Bankruptcy Code change is effective until Dec. 27, 2022. 7.) Preference protection for covered payments The CAA grants additional protection to landlords of non-residential real property and to suppliers of goods and services who received deferred payments from a debtor after March 13, 2020. Section 547 of the Bankruptcy Code now prevents a debtor or trustee from recovering such deferred payments as a preference so long as the debtor and landlord or supplier: * Executed the lease or executory contract before filing bankruptcy * Amended the lease or executory contract after March 13, 2020 * Postponed payments that were initially due under the lease or executory contract However, the CAA expressly carves out certain fees, penalties, or interest from this preference protection exemption. This amendment remains active for the next two years and applies to bankruptcy cases filed before the two-year sunset date. 8.) Customs Duty Priority Treatment The CAA amends Section 507(d) of the Bankruptcy Code so that entities paying a customs duty to the United States government for the importation of merchandise is subrogated to the priority status of the government under Section 507(b)(8)(F). This amendment is effective for one year. 9.) Utilities treatment The CAA protects individual debtors under Section 366 of the Bankruptcy Code by prohibiting utility companies from terminating service even if the debtor fails to provide adequate assurance of future utility payments, provided that the individual debtor (i) makes a utility payment within twenty (20) days of filing bankruptcy and (ii) continues to make timely payments during the case. This amendment sunsets in one year. [*] Ch. 11 Filings Rose, But Bankruptcies at Historic Low in 2020 ----------------------------------------------------------------- Maria Chutchian of Reuters reports that the overall bankruptcy filings in 2020 were at their lowest since 1986, though Chapter 11 cases climbed to new heights, indicating that the COVID-19 pandemic had a different financial impact on individuals versus corporations. The American Bankruptcy Institute, using federal court data, said in a statement on Tuesday, January 5, 2021, that about 544,000 bankruptcy cases were filed in 2020, a 30% drop from 2019. ABI attributed the significant drop in filings to the pandemic, noting that filings were actually up about 1% in January and February of 2020, before the coronavirus took hold of the U.S. [*] FTI Consulting's Michael Eisenband Named ACB Fellow ------------------------------------------------------- FTI Consulting, Inc. disclosed that Michael Eisenband, Global Co-Leader of the firm's Corporate Finance & Restructuring segment, will be inducted into the American College of Bankruptcy's 32nd Class of Fellows. The American College of Bankruptcy is an honorary public service and educational association of professionals who are invited to join as Fellows based on a proven record of exceptional bankruptcy and insolvency work, contributions to the administration of justice, public service and integrity. Fellows include judges, lawyers, international fellows, accountants, corporate turnaround specialists, government officials and other bankruptcy and insolvency experts. "This recognition is a testament to Mike's powerful and ongoing commitment to clients, his team and the firm over many years," said Steven H. Gunby, President and Chief Executive Officer of FTI Consulting. Mr. Eisenband is a member of the firm's Executive Committee and has more than 30 years of experience, including industry expertise in retail and consumer products, steel, automotive, airlines, financial services and real estate. He is renowned nationally as an industry leader in providing restructuring advice to creditors and companies in complex Chapter 11 and out-of-court workout situations. "I am honored to be inducted as a Fellow of the American College of Bankruptcy," Mr. Eisenband said. "It is a privilege to join this esteemed group of experts that will enable me to further contribute to professional excellence and scholarship in the bankruptcy and insolvency field." Other FTI Consulting professionals who are American College of Bankruptcy Fellows include Carlyn Taylor, Global Co-Leader of the firm's Corporate Finance & Restructuring segment alongside Mr. Eisenband; William Perlstein, Vice Chair, Client Services; Albert Conly, a Senior Managing Director in the Corporate Finance & Restructuring segment; Cynthia Nelson, also a Senior Managing Director in the Corporate Finance & Restructuring segment; and Ronald Greenspan, Co-Leader of Real Estate Solutions. About FTI Consulting FTI Consulting, Inc. (NYSE: FCN) -- http://www.fticonsulting.com/ -- is a global business advisory firm dedicated to helping organizations manage change, mitigate risk and resolve disputes: financial, legal, operational, political & regulatory, reputational and transactional. With more than 6,200 employees located in 28 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges and make the most of opportunities. The Company generated $2.35 billion in revenues during fiscal year 2019. [*] Getzler Henrich & Associates Named Outstanding Turnaround Firm ------------------------------------------------------------------ Getzler Henrich & Associates, one of the nation's premier turnaround firms, disclosed that it has been named for the eighteenth year as one of the country's "Outstanding Turnaround Firms" in the annual report by Turnarounds & Workouts magazine, a publication of the Beard Group, Inc. "We are proud of the good work performed and the consistent marketplace and industry acknowledgement." commented co-chairman William Henrich. "The firm's consistent recognition for so many years is a real tribute to the talent and commitment of our team," notes co-chairman Joel Getzler." About Getzler Henrich & Associates Getzler Henrich & Associates LLC is one of the nation's oldest and most respected names in middle-market corporate restructurings and operations improvement and has successfully worked with thousands of companies to achieve growth and profitability. Founded over 50 years ago, the firm still operates on the same principles of impeccable integrity, a commitment to honesty, and an overriding focus on maximizing value for our clients. Long respected for its results-oriented approach, Getzler Henrich deploys rapid, pragmatic decision making and metrics-driven implementation services for its clients. With years of experience in executive-level positions at major corporations, and a broad range of advisory expertise, Getzler Henrich professionals have consistently and successfully guided companies through crises and growth phases. Working with a wide range of companies, including publicly-held firms, private corporations, and family-owned businesses, Getzler Henrich's expertise spans more than fifty industry sectors, from "new economy" technology and service firms to "old economy" manufacturing and distribution businesses. [*] Willkie Farr & Gallagher Elects 21 New Partners --------------------------------------------------- Willkie Farr & Gallagher LLP disclosed that it has elected 21 new partners, effective January 1, 2021. "We are pleased to welcome into our partnership this exceptional group of lawyers," said firm Chairman Thomas Cerabino. "They highlight our strength across a range of practices and industries in the U.S. and Europe. We are also extremely proud of the diversity represented by this class." The new partners are based in the firm’s offices in New York, Washington, D.C., Chicago, London, Frankfurt and Paris. The new partners are: -- Anne Barrett: Corporate & Financial Services (New York) -- Jeffrey Clancy: Insurance Transactional and Regulatory (New York) -- Jennifer Coffey: Real Estate (New York) -- Zeh Ekono: Litigation (New York) -- Colin Fulton: Asset Management (London) -- Andrew Gray: Corporate & Financial Services (London) -- Kyung Woo Kim: Asset Management (New York) -- Erin Kinney: Corporate & Financial Services (New York) -- Jonathan Kubek: Corporate & Financial Services (New York) -- Igor Kukhta: Finance (Paris) -- Neal Kumar: Corporate & Financial Services (Washington) -- Brienne Letourneau: Litigation (Chicago) -- Stuart Lombardi: Litigation (New York) -- Morgan McDevitt: Corporate & Financial Services (New York) -- Melanie Medina: Communications & Media (Washington) -- Andrew Mordkoff: Business Reorganization & Restructuring (New York) -- Rose Ohanesian: Executive Compensation and Employee Benefits (New York) -- LaRue Robinson: Litigation (Chicago) -- Jocelyn Sher: Litigation (New York) -- Matthias Schudlo: Corporate & Financial Services (Frankfurt) -- Kim Walker: Intellectual Property/D&I (New York) About Willkie Farr & Gallagher LLP Willkie Farr & Gallagher LLP is an international law firm of approximately 750 attorneys with offices in New York, Washington, Houston, Palo Alto, San Francisco, Chicago, Paris, London, Frankfurt, Brussels, Milan and Rome. The Firm is headquartered in New York City at 787 Seventh Avenue. [^] Recent Small-Dollar & Individual Chapter 11 Filings ------------------------------------------------------- In re Dyanne Tafoya Bankr. D. Ariz. Case No. 21-00083 Chapter 11 Petition filed January 6, 2021 represented by: Michael Tafoya, Esq. LAW OFFICE OF MICHAEL G. TAFOYA In re Presidio Development, LLC Bankr. C.D. Cal. Case No. 21-10086 Chapter 11 Petition filed January 6, 2021 See https://www.pacermonitor.com/view/FQDGFHA/Presidio_Development_LLC__cacbke-21-10086__0001.0.pdf?mcid=tGE4TAMA represented by: Michael Jay Berger, Esq. LAW OFFICES OF MICHAEL JAY BERGER E-mail: michael.berger@bankruptcypower.com In re Mifate Cab Corp. Bankr. S.D.N.Y. Case No. 21-10018 Chapter 11 Petition filed January 6, 2021 See https://www.pacermonitor.com/view/IS7J3RY/Mifate_Cab_Corp__nysbke-21-10018__0001.0.pdf?mcid=tGE4TAMA represented by: Thomas A. Farinella, Esq. LAW OFFICE OF THOMAS A. FAIRNELLA, PC E-mail: tf@lawtaf.com In re Shelburne Bar & Grill Inc. Bankr. S.D.N.Y. Case No. 21-10014 Chapter 11 Petition filed January 6, 2020 See https://www.pacermonitor.com/view/TKBGTIQ/Shelburne_Bar__Grill_Inc__nysbke-21-10014__0001.0.pdf?mcid=tGE4TAMA represented by: Rachel S. Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD PLLC E-mail: rblmnf@aol.com In re Cantwelll Woodworking, LLC Bankr. E.D. Pa. Case No. 21-10031 Chapter 11 Petition filed January 6, 2021 See https://www.pacermonitor.com/view/AGUSU5A/Cantwelll_Woodworking_LLC__paebke-21-10031__0001.0.pdf?mcid=tGE4TAMA represented by: Jon M. Adelstein, Esq. ADELSTEIN & KALINER, LLC E-mail: jadelstein@adelsteinkaliner.com In re Third Ocean Vessel and Rig, Inc. Bankr. S.D. Tex. Case No. 21-80004 Chapter 11 Petition filed January 6, 2021 See https://www.pacermonitor.com/view/MKHTEZQ/Third_Ocean_Vessel_and_Rig_Inc__txsbke-21-80004__0001.0.pdf?mcid=tGE4TAMA Filed Pro Se In re Louis Robert Rovella Bankr. D. Ariz. Case No. 21-00088 Chapter 11 Petition filed January 7, 2021 represented by: Lamar D. Hawkins, Esq. GUIDANT LAW, PLC Email: lamar@guidant.law In re Burger Miami, LLC Bankr. S.D. Fla. Case No. 21-10114 Chapter 11 Petition filed January 7, 2021 See https://www.pacermonitor.com/view/P2WID4Q/Burger_Miami_LLC__flsbke-21-10114__0001.0.pdf?mcid=tGE4TAMA represented by: Jerry A. Borbon, Esq. BORBON & ASSOCIATES, P.A. E-mail: j@borbonlaw.com In re Rancho Destino Inv LLC Bankr. D. Nev. Case No. 21-10057 Chapter 11 Petition filed January 7, 2021 See https://www.pacermonitor.com/view/CJGLZVA/RANCHO_DESTINO_INV_LLC__nvbke-21-10057__0001.0.pdf?mcid=tGE4TAMA represented by: Seth D. Ballstaedt, Esq. BALLSTAEDT LAW FIRM DBA BALL BANKRUPTCY E-mail: help@bkvegas.com In re Carla Bruton Cribb Bankr. D.S.C. Case No. 21-00043 Chapter 11 Petition filed January 7, 2021 represented by: Reid Smith, Esq. In re Diversified Power Systems, Inc. Bankr. N.D. Tex. Case No. 21-40034 Chapter 11 Petition filed January 7, 2021 See https://www.pacermonitor.com/view/KTN5R5Q/Diversified_Power_Systems_Inc__txnbke-21-40034__0001.0.pdf?mcid=tGE4TAMA represented by: Craig D. Davis, Esq. DAVIS, ERMIS & ROBERTS, P.C. E-mail: davisdavisandroberts@yahoo.com In re Jenny M. Prottas Bankr. D. Conn. Case No. 21-50006 Chapter 11 Petition filed January 8, 2021 represented by: Scott Charmoy, Esq. In re Anco Dental Lab, Inc. Bankr. S.D. Fla. Case No. 21-10159 Chapter 11 Petition filed January 8, 2021 See https://www.pacermonitor.com/view/AYJDYIY/Anco_Dental_Lab_Inc__flsbke-21-10159__0001.0.pdf?mcid=tGE4TAMA represented by: Barry S. Mittelberg, Esq. BARRY S MITTELBERG, P.A. E-mail: barry@mittelberglaw.com In re James Edward Follin and Rhonda Darlene Givens Follin Bankr. W.D. Ky. Case No. 21-10006 Chapter 11 Petition filed January 8, 2021 represented by: David Cantor, Esq. SEILLER WATERMAN LLC Email: cantor@derbycitylaw.com In re Barry Barbella Bankr. D.N.J. Case No. 21-10127 Chapter 11 Petition filed January 8, 2021 represented by: Jay Silverberg, Esq. In re Richard W. Johnson, Jr. and Alyse M. Johnson Bankr. E.D. Pa. Case No. 21-10054 Chapter 11 Petition filed January 8, 2021 represented by: David Smith, Esq. SMITH KANE HOLMAN, LLC Email: dsmith@skhlaw.com In re SBW Properties, LLC Bankr. N.D. Tex. Case No. 21-30035 Chapter 11 Petition filed January 8, 2021 See https://www.pacermonitor.com/view/NPKZJYI/SBW_Properties_LLC__txnbke-21-30035__0001.0.pdf?mcid=tGE4TAMA represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com In re Berry Twins LLC Bankr. W.D. Wash. Case No. 21-40030 Chapter 11 Petition filed January 8, 2021 See https://www.pacermonitor.com/view/C4IOFOA/Berry_Twins_LLC__wawbke-21-40030__0001.0.pdf?mcid=tGE4TAMA represented by: Jason E Anderson, Esq. EMERALD CITY LAW FIRM PC E-mail: jason@jasonandersonlaw.com In re Genesis Healthcare Institute, LLC Bankr. N.D. Ill. Case No. 21-00245 Chapter 11 Petition filed January 9, 2021 See https://www.pacermonitor.com/view/4I566BI/Genesis_Healthcare_Institute_LLC__ilnbke-21-00245__0001.0.pdf?mcid=tGE4TAMA represented by: Konstantine Sparagis, Esq. LAW OFFICES OF KONSTANTINE SPARAGIS E-mail: gus@atbankruptcy.com In re Shinkucasi LLC Bankr. M.D. Fla. Case No. 21-00019 Chapter 11 Petition filed January 10, 2021 See https://www.pacermonitor.com/view/E724MGY/Shinkucasi_LLC__flmbke-21-00019__0001.0.pdf?mcid=tGE4TAMA represented by: Daniel R. Fogarty, Esq. STICHTER, RIEDEL, BLAIN & POSTLER, P.A. E-mail: dfogarty@srbp.com In re Joseph R. Mirto Bankr. E.D.N.Y. Case No. 21-70033 Chapter 11 Petition filed January 10, 2021 represented by: John Lehr, Esq. In re Elite Power Nutrition, LLC Bankr. S.D. Fla. Case No. 21-10230 Chapter 11 Petition filed January 11, 2021 See https://www.pacermonitor.com/view/7ROL5DI/Elite_Power_Nutrition_LLC__flsbke-21-10230__0001.0.pdf?mcid=tGE4TAMA represented by: Kevin Christopher Gleason, Esq. FLORIDA BANKRUPTCY GROUP, LLC E-mail: bankruptcylawyer@aol.com In re Eagle Roadways, Inc. Bankr. D.N.J. Case No. 21-10174 Chapter 11 Petition filed January 11, 2021 See https://www.pacermonitor.com/view/SGSIUEY/EAGLE_ROADWAYS_INC__njbke-21-10174__0001.0.pdf?mcid=tGE4TAMA represented by: Steven J. Sico, Esq. LAW OFFICES OF STEVEN SICO & ASSOCIATES E-mail: sjs@stevensico.com In re Herbal Hope Bankr. N.D. Cal. Case No. 21-30021 Chapter 11 Petition filed January 12, 2021 See https://www.pacermonitor.com/view/XMX4SWQ/Herbal_Hope__canbke-21-30021__0001.0.pdf?mcid=tGE4TAMA represented by: Sydney E. Fairbairn, Esq. SYDNEY E. FAIRBAIRN, ATTORNEY AT LAW E-mail: S.E.Fairbairn@att.net In re Davis Express Service, Inc. Bankr. C.D. Ill. Case No. 21-80024 Chapter 11 Petition filed January 12, 2021 See https://www.pacermonitor.com/view/ZKBQ5FY/Davis_Express_Service_Inc__ilcbke-21-80024__0001.0.pdf?mcid=tGE4TAMA represented by: Sumner A. Bourne, Esq. RAFOOL & BOURNE, P.C. E-mail: notices@rafoolbourne.com In re Home Sweet Home DD, Inc. Bankr. D. Md. Case No. 21-10213 Chapter 11 Petition filed January 12, 2021 See https://www.pacermonitor.com/view/QRYS7FY/Home_Sweet_Home_DD_Inc__mdbke-21-10213__0001.0.pdf?mcid=tGE4TAMA represented by: Brett Weiss, Esq. THE WEISS LAW GROUP, LLC E-mail: brett@BankruptcyLawMaryland.com In re John McDonnell McPherson Bankr. D. Md. Case No. 21-10205 Chapter 11 Petition filed January 12, 2021 represented by: Brent Strickland, Esq. In re Meta Karlise Townsend Bankr. D. Md. Case No. 21-10212 Chapter 11 Petition filed January 12, 2021 represented by: Brett Weiss, Esq. THE WEISS LAW GROUP, LLC In re 4-S, LLC Bankr. D. Neb. Case No. 21-40024 Chapter 11 Petition filed January 12, 2021 See https://www.pacermonitor.com/view/NDUTUBY/4-S_LLC__nebke-21-40024__0001.0.pdf?mcid=tGE4TAMA represented by: John C. Hahn, Esq. WOLFE SNOWDEN, HURD, AHL, SITZMANN, TANNEHILL & HAHN, LLP E-mail: bankruptcy@wolfesnowden.com In re East West Compost, LLC Bankr. E.D. Tex. Case No. 21-40044 Chapter 11 Petition filed January 12, 2021 See https://www.pacermonitor.com/view/VIUG6RI/East_West_Compost_LLC__txebke-21-40044__0001.0.pdf?mcid=tGE4TAMA represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS E-mail: eric@ealpc.com ********* 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. 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