/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210115.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 15, 2021, Vol. 25, No. 14 Headlines 1005 LLC: Seeks to Hire Hilco as Real Estate Agent 2018 BLUE: Plan and Disclosure Statement Due April 15 3301 HO: To Seek Plan Confirmation on Feb. 10 5171 CAMPBELLS: Plan Administrator Proposes Property Auction 6365 FOURTH AVENUE: To Seek Plan Confirmation on Jan. 22 A MERRYLAND OPERATING: U.S. Trustee Opposes Plan & Disclosures AGILE THERAPEUTICS: Ships $1-Mil. Twirla Inventory in December 2020 AGUPLUS LLC: Targets March Confirmation of Plan AIKIDO PHARMA: Signs Exclusive Patent Agreement With Silo Pharma ALA TURK: Ucarer to Get $33K Under Amended Plan AMERIGAS PARTNERS: Moody's Affirms Ba2 CFR & Alters Outlook to Neg. ANTERO MIDSTREAM: S&P Raises ICR to 'B' on Upgrade of Parent APPLIED DNA: Prices $15 Million Registered Direct Offering ASAIG LLC: U.S. Trustee Appoints Creditors' Committee BC HOSPITALITY: Taps Ankura Consulting Group as Financial Advisor BLUE WATER: Case Summary & 20 Largest Unsecured Creditors CALIFORNIA PIZZA: Appoints Four New Members to Board CATHEDRAL HOTEL: U.S. Trustee Unable to Appoint Committee CENTER CITY: Unsecureds' Recovery Unknown in Liquidating Plan CHARM HOSPITALITY: Unsecured Creditors Will Recover 5% in Plan CHESAPEAKE ENERGY: Court Approves Plan to Cut Debt CHRISTOPHER & BANKS: Case Summary & 20 Largest Unsecured Creditors CHRISTOPHER & BANKS: In Chapter 11, May Close All 449 Stores CHRISTOPHER & BANKS: Seeks Going Concern Sale of eCommerce Biz CLEARPOINT CHEMICALS: Unsecureds Owed $18M to Get $1M in 5 Years COBRA PIPELINE: Disclosure Statement Hearing on Jan. 26 COMMUNITY PROVIDER: Unsecureds to Recover 100% in Plan COMTECH CORPORATION: Egan-Jones Withdraws B- Senior Unsec. Ratings CONGOLEUM CORP: Ashland, Givaudan Object to Plan & Disclosures CONSTELLATION BRANDS: Egan-Jones Hikes Senior Unsec. Ratings to BB+ COUNTRY CLUB: Unsecureds to Get At Least 50% in Adult Club's Plan CPI HOLDCO: ZeptoMetrix Acquisition No Impact on Moody's B3 CFR CRACKED EGG: Court To Grant Allegheny's Bid To Lift Automatic Stay DESARROLLADORA VILLAS: Settles PR Farm's $500K Claim for $380K DESTILERIA NACIONAL: Feb. 12 Plan & Disclosure Hearing Set DR. PROCTOR: All Classes Unimpaired in Plan FERRELLGAS PARTNERS: Moody's Cuts PDR to C-PD on Bankruptcy Filing FERRELLGAS PARTNERS: Moves Forward With $357M Debt-for-Equity Plan FIELDWOOD ENERGY: Cannot Skip Cleanup Cost, Says Exxon FORD STEEL: Feb. 9 Hearing on Disclosure Statement FRANK & LUPE: Unsecured Creditors to be Paid in Full in 5 Years GARRETT MOTION: Equity Committee Hires Cowen as Investment Banker GARRETT MOTION: Equity Committee Seeks to Hire Financial Advisor GARRETT MOTION: Hires Anderson Kill as Consultant GARRETT MOTION: Hires KCIC LLC as Consultant GARRETT MOTION: Seeks Approval to Hire Consultant GLOBAL CLOUD: Completes Financial Restructuring, Exits Chapter 11 GOLDEN HOTEL: Unsecureds Get 15% Lump Sum or 100% in Installments GRADE A HOME: To Seek Plan Confirmation on Jan. 25 GRUPO AEROMEXICO: Seeks to Reject CBAs With Pilots, Cabin Crew GTT COMMUNICATIONS: Board Appoints Eugene Davis as Director HANKEY O'ROURKE: Ordered to Amend Disclosures by Feb. 8 HELIUS MEDICAL: Submits Response to FDA for De Novo Classification HKO 3 LLC: Jan. 28 Hearing on Disclosure Statement HOME POINT: Fitch Affirms 'B' LT IDR, on Rating Watch Positive HOME POINT: Moody's Gives B1 CFR & Rates $500MM Unsec. Notes B2 HOTEL OXYGEN: Profectus Gets Jan. 21 Hearing on Plan IGLESIA TABERNACULO: Has Deal With Creditor; Plan Hearing Jan. 22 INSPIREMD INC: To Sell $10.4 Million Shares Under Sales Agreement INTERPACE BIOSCIENCES: Enters Into $5 Million Promissory Notes INVESTVIEW INC: Signs Marketing & Distribution Agreement with Oneir IOLA LIVING: Seeks Approval to Hire Alliance Appraisal IT'SUGAR FL: Seeks to Hire Daszkal Bolton as Accountant JMR100 LLC: Addresses Southern Star Disclosure Objections JOHNSON'S QUALITY: Feb. 11 Hearing on Disclosure Statement JUDGIN TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors LAROCHE CARRIER: Plan & Disclosures Due Feb. 15 LEGENDS HOSPITALITY: Moody's Gives B3 CFR & Rates $350MM Notes B3 LIFE TIME: S&P Affirms 'CCC+' ICR on Refinancing; Outlook Negative LOS ANGELES SCHOOL: Objection Resolved; Plan Confirmed LOT 4 HARRINGTON: Hires Samuel P. Reef as Counsel LSC COMMUNICATIONS: PBGC Out as Committee Member MALLINCKRODT PLC: Judge Denies Bid to Appoint Equity Committee MARKPOL DISTRIBUTORS: Plan of Reorganization Confirmed by Judge MATCHBOX FOOD: Unsecureds to Get Share of $550K Consulting Fee MEDASSETS SOFTWARE: S&P Assigns 'B-' ICR; Outlook Stable METRONOMIC HOLDINGS: Hilco Selling 25 High-Demand Properties MORNINGSIDE MINISTRIES: Fitch Rates 2013 & 2020A/B Bonds 'BB+' MYOMO INC: Reports Preliminary Q4 and Full Year 2020 Results NATURALSHRIMP INC: Extends F&T LOI Exclusivity Period Until Feb. 15 NORTHEAST GAS: Exits Chapter 11 Bankruptcy NPHSS LLC: Feb. 4 Disclosures Hearing on Creditors' Plan OAKVIEW CROSSING: Unsec. Creditors to Get 100% Without Interest OL RIVER: 3rd Amended Plan Denied; Case Dismissed ONE AVIATION: Creditors Again Push for Chapter 7 Conversion PALLETCO INC: Seeks to Hire Kelly Cappy as Accountant PAREXEL INT'L: Moody's Hikes CFR to B2, Outlook Stable PAREXEL INTERNATIONAL: S&P Affirms 'B-' ICR; Outlook Positive PARK RIVER: Fitch Assigns First-Time 'B' IDR, Outlook Stable PARK RIVER: Moody's Assigns First-Time B2 Corp. Family Rating PARK RIVER: S&P Assigns 'B' Issuer Credit Rating; Outlook Negative PCT INTERNATIONAL: Loses Patent Challenge Against EZconn PENNSYLVANIA REAL: Egan-Jones Hikes Sr. Unsecured Ratings to CCC- PURPLE LINE: S&P Raises Debt Rating to 'B-' R3D HOLDINGS: Unsecureds Will get $20,000 RADIO DESIGN: Feb. 25 Plan & Disclosure Hearing Set RENTPATH HOLDINGS: CoStar Merger Would Have Hurt Landlords RTI HOLDING: Seeks to Hire FGKR LLC as Real Estate Broker RTI HOLDING: Taps Crowe LLP to Provide Tax Services SEP-PRO SYSTEMS: Hires Suzanne D. Young as Accountant SINALOENCE FOOD: Case Summary & Unsecured Creditor SKLAR EXPLORATION: Feb. 11 Hearing on Disclosure Statement SOMERVILLE BREWING: Judge Approves Liquidating Plan SPECTACLE GARY: S&P Retains 'B-' ICR on CreditWatch Negative STRATEGIC PARTNERS: S&P Affirms 'B' Issuer Credit Rating SYSTEM ONE: Moody's Assigns B2 CFR & Rates $45MM 1st Lien Loans B2 TEA OLIVE: U.S. Trustee Appoints Creditors' Committee TEMBLOR PETROLEUM: Ordered to Amend Plan Disclosures by Feb. 3 TIDWELL BROS: Feb. 17 Plan Confirmation Hearing Set TRUEMETRICS: Plan Hearing Continued to Feb. 9 UNITED CANNABIS: THC Producer's Chapter 11 Case Dismissed UNIVERSAL TOWERS: To Seek Plan Confirmation March 17 WARDMAN HOTEL: Gets Interim Court Approval for Chapter 11 Loan WEINSTEIN CO: Buyer Owes Pre-Ch. 11 Profits, 3rd Circuit Told WHITE STALLION: Lenders Object to Cash for Chapter 11 Fees WHITING PETROLEUM: Announces 2021 Capital, Production Guidance WMG ACQUISITION: S&P Rates New $820MM Senior Secured Term Loan 'BB' WP CITYMD: S&P Rates New $891MM First-Lien Term Loan 'B-' WPX ENERGY: Egan-Jones Withdraws B- Senior Unsecured Ratings YOGAWORKS INC: Force 10 Led Successful Sale to GoDigital Media YOUNG MEN'S: Seeks to Hire Globic Advisors as Balloting Agent ZELIS HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR [*] John Mills Joins Jones Walker's Litigation Practice Group [*] McKool Smith Litigation Co-Chair Gayle Klein Joins Schulte Roth [*] Seward & Kissel Promotes Three Lawyers to Counsel [*] SierraConstellation, Tonkon Bag M&A Deal of the Year Award [^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings ********* 1005 LLC: Seeks to Hire Hilco as Real Estate Agent -------------------------------------------------- 1005, LLC, seeks authority from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Hilco Real Estate, LLC, as real estate agents. Hilco will provide the following consulting and real estate services: a. develop the sales strategy with the Debtor; b. solicit interested parties for the sale of the Property and marketing of the Property for sale through a managed qualifying bid process; and c. negotiate, with the Debtor’s direction, for the sale of the Property. Hilco will receive a commission in an amount equal to 5 percent of the gross sale proceeds. The Debtor shall reimburse Hilco for all reasonable and customary Reimbursable Expenses incurred in connection with the performance of the services. Hilco does not hold or represent any interest adverse to the Debtor's chapter 11 estate, and is a "disinterested person" as such term is defined in section 101(14) of the Bankruptcy Code, according to court filings. Hilco can be reached through: Sarah Baker Hilco Real Estate, LLC 5 Revere Drive, Suite 206 Northbrook, IL 60062 Tel. (847) 504-2462 Email: sbaker@hilcoglobal.com About 1005 LLC 1005, LLC, based in Oklahoma City, OK, filed a Chapter 11 petition (Bankr. W.D. Okla. Case No. 20-12631) on Aug. 7, 2020. In the petition signed by Amir M. Farzaneh, owner and manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Hall Estill Hardwick Gable Golden & Nelson, P.C., serves as bankruptcy counsel to the Debtor. 2018 BLUE: Plan and Disclosure Statement Due April 15 ----------------------------------------------------- Judge Jack B. Schmetterer has entered a scheduling order directing debtor 2018 Blue Island LLC to file a Plan and Disclosure Statement by April 15, 2021, unless excused by further order of court on notice of motion and for good cause shown. The Court set the case for a report on the status of the Plan and Disclosure Statements on April 20, 2021 at 10:30 a.m. in courtroom 682 without further notice. The hearing will be conducted telephonically using AT&T Teleconference with the following access information: 1-877-336-1839; Access Code: 3900709. About 2018 Blue Island 2018 Blue Island, LLC, sought Chapter 11 protection (Bankr. N.D. Ill. Case No. 20-21563) on Dec. 15, 2020. The petition was signed by Andrew Belew, president, Better Housing Foundation, Inc., as manager. The Debtor estimated assets and liabilities in the range of $10 million to $50 million. The case is assigned to Judge Jacqueline P. Cox. The Debtor tapped Kevin H. Morse, Esq., at Clark Hill PLC, as counsel. 3301 HO: To Seek Plan Confirmation on Feb. 10 --------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas has entered an order conditionally approving the Disclosure Statement filed by 3301 HO, LLC, and setting a hearing to consider confirmation of the Plan. Feb. 10, 2021 at 1:30 p.m., is the hearing on final approval of the Disclosure Statement and confirmation of the Debtor's Plan at the courtroom of United States Bankruptcy Judge, Edward Morris, 501 Tenth Street, Second Floor, Fort Worth, Texas. Feb. 5, 2021 is fixed as the last day for filing and serving written objections to confirmation of the Plan. Feb. 5, 2021 is fixed as the last day for filing and serving written acceptances or rejections of the Plan in the form of a ballot. The Debtor filed a Plan and a Disclosure Statement on Dec. 31, 2020. Debtor owns a contract to purchase certain real property in Hudson Oaks, Texas. The Debtor intends to purchase the property and repay its creditors. The Plan is premised on the Debtor's ability to receive the funds from Commercial Realty, LLC, Brian Glaser or their assigns. Pursuant to the agreement, the Debtor will pay Tejpreet Inc. $809,332. Tejpreet will transfer the Property to Debtor free and clear of any lien claims of Classic Star, and all parties in the State Court Litigation will dismiss the State Court Litigation with prejudice. Thereafter, the Reorganized Debtor will pay all allowed remaining creditor claims in full within 180 days of the Effective Date. Unsecured creditors will receive 100% of their allowed claims from the funds provided at the closing. A copy of the Disclosure Statement dated Dec. 31, 2020, is available at https://bit.ly/3ihz4th About 3301 HO LLC 3301 HO, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43756) on Dec. 14, 2020. The petition was signed by C. Joseph Gampper, manager. At the time of the filing, the Debtor disclosed $1,402,500 in total assets and $763,550 in total liabilities. Eric A. Liepins, Esq., serves as the Debtor's legal counsel. 5171 CAMPBELLS: Plan Administrator Proposes Property Auction ------------------------------------------------------------ Robert S. Bernstein, Esquire, Plan Administrator in the Chapter 11 case of 5171 Campbells Land Co., Inc., asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the auction sale of the parcel of vacant property located at 5171 Campbells Run Road, Pittsburgh, Pennsylvania, located in Robinson Township, Allegheny County, containing approximately 1.0583 acres of land at Block and Lot 0334-G-00015. The Debtor owns the Property. As set forth in the Confirmation Order and pursuant to the Plan, the Plan Administrator has authority to file a motion for approval of the sale of the Property. The Plan Administrator is proposing to sell the Property. The Property is encumbered by a security interest held by First National Bank of Pennsylvania and the Bank has consented to the Sale. The property is also subject to a disputed lien in favor of L-Four L.P. L-Four has also consented to the Sale. The Plan Administrator has previously engaged Hanna Langholz Wilson Ellis as a broker to assist him in the Sale of the Property and has obtained the Stalking Horse Bid for the sale of the Property. Contemporaneously with the filing of the Motion, the Plan Administrator is filing Motion for an Order (i) Approving Bid Procedures for Sale of the Debtor's Real Property; (ii) Authorizing and Scheduling an Auction; (iii) Scheduling a Hearing for the Approval of the Sale of Real Property Free and Clear of Liens; (iv) Approving Certain Deadlines and the Form, Manner, and Sufficiently of Notices; and (v) Granting Related Relief, which, if approved by the Court, will govern the sale process. By the Motion, the Plan Administrator ask approval of the Sale of the Property at the highest price offered by potential buyers at an Auction. Pursuant to the Sale terms, the Buyer is to pay upon the closing of the Property. The Sale of the Property is "as is, where is" without any representations or warranties from the Debtor or the Plan Administrator as to the quality or fitness of such real property for either its intended use or any other purpose. The Plan Administrator asks that the Court authorizes him to sell the Property free and clear of liens, claims, charges or encumbrances, with any enforceable liens, claims or encumbrances to attach to the proceeds of the Sale of the Property, subject to his rights and defenses with respect thereto, if any. The sale proceeds are to be held in escrow by the Plan Administrator to be held in trust until the Court Order confirming the Sale becomes a final order. Once the Order has become a final order and the Closing has occurred, the Bank will immediately be paid the total amount of its claim secured by the Property. The Plan Administrator believes that the proposed sale process is fair and reasonable, and acceptance and approval of the same is in the best interests of the Debtor's estate and its creditors. About 5171 Campbells Based in Rankin, Pennsylvania, 5171 Campbells Land Co., Inc., is a privately held company that operates in the restaurant industry. 5171 Campbells filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-22715) on July 8, 2019. The petition was signed by William T. Kane, president. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtor is represented by Robert O. Lampl, Esq., in Pittsburgh. The U.S Trustee for Region 3 appointed a committee of unsecured creditors on Aug. 1, 2019. On March 18, 2020, the Court confirmed the Debtor's Chapter 11 Plan of Liquidation Dated Nov. 12, 2020. Robert S. Bernstein, Esq. was appointed as the Plan Administrator. 6365 FOURTH AVENUE: To Seek Plan Confirmation on Jan. 22 -------------------------------------------------------- 6365 Fourth Avenue Corp. is slated to seek confirmation of its Chapter 11 plan on Jan. 22, 2021. Judge Robert D. Drain on Dec. 21, 2020, entered an order approving the Disclosure Statement and setting a hearing consider confirmation of the Plan for January 22, 2020 at 10:00 a.m., or as soon thereafter as counsel may be heard, at the United States Bankruptcy Courthouse (White Plains Division), 300 Quarropas Street, White Plains, New York 10601. Objections to confirmation of the Plan must be filed and served so as to be received on or before Jan. 15, 2021 with any filings responsive to an objection to confirmation to be filed and served so as to be received on or before on or before Jan. 19, 2021 at 5:00 p.m. As reported in the TCR, 6365 Fourth Avenue Corp. filed a First Amended Chapter 11 Plan of Reorganization and a corresponding Disclosure Statement. Class 5 Allowed Unsecured Claims are unimpaired and will receive 100% on their claims within 10 business days following the Effective Date. A full-text copy of the First Amended Disclosure Statement dated Dec. 17, 2020, is available at https://bit.ly/34L2Np7 from PacerMonitor at no charge. About 6365 Fourth Avenue Corp. 6365 Fourth Avenue Corporation, a New York corporation, was formed in May of 2018 in order to acquire and hold title to real estate and real estate related assets that were formerly owned by various insiders and corporate affiliates. 6365 Fourth Avenue Corporation filed a voluntary Chapter 11 petition (Bankr. S.D. N.Y. Case No. 19-23948) on Nov. 4, 2019, and is represented by Erica R. Aisner, Esq., at Kirby Aisner & Curley LLP. The Debtor reported under $1 million in both assets and liabilities. A MERRYLAND OPERATING: U.S. Trustee Opposes Plan & Disclosures -------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, objects to the approval of the Disclosure Statement and the Chapter 11 Plan dated December 22, 2020 of A Merryland Operating LLC, d/b/a A Merryland Health Center LLC. The United States Trustee claims that the Debtor did not disclose any information regarding the PPP Loan, whether any assets are secured by the PPP Loan, the documentation to support the PPP Loan and its repayment terms in the Disclosure Statement. In addition, the Debtor did not seek Court approval to obtain the Loan. The United States Trustee points out that the Disclosure Statement does not provide sufficient disclosures appropriate to the circumstances of this case, and approval of the adequacy of the Disclosure Statement should be denied until the Debtor amends the Disclosure Statement and Plan to provide adequate information, and obtain Court approval for the post-petition PPP Loan. The United States Trustee asserts that the Disclosure Statement should be amended to include details regarding the postpetition PPP Loan including how the Debtor obtained it, whether it is secured, repayment terms, a detailed accounting of the Debtor's draw down on the PPP Loan and PPP Loan forgiveness. The United States Trustee further asserts that the Disclosure Statement and Plan lack information regarding the Debtor ability to repay the PPP loan if necessary, whether the Debtor is permitted to fund the Plan pursuant to the loan documents, and the consequences of failing to make payments to the SBA or seek loan forgiveness and therefore the motion to approve the Disclosure Statement should be denied. A full-text copy of the United States Trustee's objection dated Jan. 8, 2021, is available at https://bit.ly/3qhIesF from PacerMonitor at no charge. Trial Attorney: Rachel Wolf Trial Attorney 201 Varick Street, Suite 1006 New York, New York 10014 Tel. No. (212) 510-0500 About A Merryland Operating A Merryland Operating LLC is a walk-in primary care medical clinic located in underserved community of Coney Island. A Merryland Operating filed a voluntary Chapter 11 petition (Bankr. E.D.N.Y. Case No. 19-46475) on Oct. 28, 2019, estimating under $1 million in assets and liabilities. Judge Nancy Hershey Lord oversees the case. The Debtor has tapped Dawn Kirby, Esq., at Kirby Aisner & Curley LLP, as its legal counsel, and Broder-Mansoor, Inc., as its accountant. Eric Huebscher has been appointed as patient care ombudsman and is represented by Farrell Fritz, P.C. AGILE THERAPEUTICS: Ships $1-Mil. Twirla Inventory in December 2020 ------------------------------------------------------------------- Al Altomari, the chairman and chief executive officer of Agile Therapeutics, Inc. participated in a virtual fireside chat at the H.C. Wainwright BIOCONNECT 2021 Virtual Conference. During the discussion, Mr. Altomari confirmed that the Company shipped approximately $1 million of Twirla inventory to wholesalers in December 2020. Mr. Altomari also reaffirmed the Company's projections that, based on its current business plan and the launch of Twirla, its current cash, cash equivalents and marketable securities will be sufficient to meet its projected operating requirements through the end of 2021. About Agile Therapeutics Agile Therapeutics, headquartered in Princeton, New Jersey -- http://www.agiletherapeutics.com-- is a forward-thinking women's healthcare company dedicated to fulfilling the unmet health needs of today's women. The Company's product candidates are designed to provide women with contraceptive options that offer freedom from taking a daily pill, without committing to a longer-acting method. Its lead product candidate, Twirla, (ethinyl estradiol and levonorgestrel transdermal system), also known as AG200-15, is a once-weekly prescription contraceptive patch that has completed Phase 3 trials. Agile recorded a net loss of $18.61 million in 2019, a net loss of $19.78 million in 2018, and a net loss of $28.30 million in 2017. As of June 30, 2020, the Company had $103.06 million in total assets, $22.27 million in total liabilities, and $80.79 million in total stockholders' equity. Ernst & Young LLP, in Iselin, New Jersey, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Feb. 20, 2020 citing that the Company has suffered recurring losses from operations, requires additional capital to fund its commercialization activities and has stated that substantial doubt exists about the Company's ability to continue as a going concern. AGUPLUS LLC: Targets March Confirmation of Plan ----------------------------------------------- Judge Robert J. Faris of the U.S. Bankruptcy Court for the District of Hawaii convened a hearing on Jan. 13, 2021, to consider approval of the disclosure statement explaining AguPlus, LLC's Liquidating Plan. At the hearing, the judge said that a Plan confirmation hearing will be held March 15, 2021 at 2:00 p.m. if an agreed upon amended disclosure statement is submitted within two weeks. The Debtor's counsel also stated that the Debtor will file a motion seeking approval of a $500,000 exit financing, and will seek approval of the financing at the hearing in March. The Debtor filed a Chapter 11 Plan and a Disclosure Statement on Nov. 23, 2020. The Debtor had already closed its lone remaining location in Hawaii, and is winding down operations at 3 remaining Texas locations. The Plan proposes to pay the allowed claims of creditors of the Debtors from the proceeds of a Liquidating Trust to be established under the Plan. General unsecured claims in Class 4 will be paid pro rata from the proceeds in the Liquidating Trust, as administered by the Trustee of the Liquidating Trust. Holders unsecured claims classified as convenience claims (claims below $2,000) will be paid in full on the Effective Date. The Debtor stated that they plan to enter into an exit facility -- a credit facility with Hannan Ribiyou Kabushikigaisha in the amount of up to $500,000 on substantially the same terms as the prior financing of $250,000 to provide the funding the necessary to satisfy the Plan's case payment obligations on the Effective Date. A copy of the Disclosure Statement is available at https://bit.ly/2MZUmA1 The U.S. Trustee, Finance Factors, Limited, Grant K. Kidani filed objections to the Disclosure Statement. The Debtor's counsel said at the hearing that talks with parties are ongoing and the Debtor is filing in two weeks an amended disclosure statement to address objections to the liquidation analysis, the release and exculpation language in the Plan, and other issues raised at the hearing. The Debtor's counsel: JERROLD K. GUBEN 733 Bishop Street, Suite 2400 Honolulu, Hawaii 96813 Tel: (808) 524-8350 Fax: (808) 531-8628 E-mail: jkg@opgilaw.com About AguPlus LLC AguPlus, LLC, a Hawaii-based company that operates ramen restaurants. The man behind the concept of the Agu ramen restaurants was Hisashi Uehara, who was born in Okinawa, Japan, and moved to Hawaii at the age of 14. In 2013, Hisashi opened his first ramen shop at 925 Isenberg Street, Honolulu, Hawaii. At its peak in 2018, AguPlus had 7 locations in Hawaii and 7 in Texas. When it sought bankruptcy, only 3 locations in Texas, and the original Isenberg location in Hawaii remained open. AguPlus, LLC, and its affiliate Agu-V, Inc., filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Hawaii Lead Case No. 19-01529) on Nov. 29, 2019. In the petitions signed by Rika Takahashi, manager, AguPlus was estimated to have $500,000 to $1 million in assets and $10 million to $50 million in liabilities while Agu-V was estimated to have $500,000 to $1 million in assets and $500,000 to $1 million in liabilities. Judge Robert J. Faris oversees the case. O'Connor Playdon Guben & Inouye LLP serves as Debtors' legal counsel. AIKIDO PHARMA: Signs Exclusive Patent Agreement With Silo Pharma ---------------------------------------------------------------- AIkido Pharma, Inc. entered into an exclusive patent license agreement with Silo Pharma Inc., a Delaware corporation and Silo Pharma Inc., a Florida corporation, and their affiliates/subsidiaries, effective Jan. 5, 2021. Pursuant to the Agreement, Silo Pharma granted the Company a worldwide exclusive, sublicensable, royalty-bearing license to certain Silo Pharma owned provisional patent applications directed to the use of psilocybin in cancer treatment, and any patents issuing therefrom, including all continuations, continuations-in-part, divisions, extensions, substitutions, reissues, re-examinations, and any applications and all patents issuing from any applications and patents that claim domestic benefit or foreign priority to the provisional patent applications. The license is for "Field of Use" of "treatment of cancer and symptoms caused by cancer, including but not limited to pain, nausea, neuroinflammation, brain and neural dysfunction, depression, seizures, confusion, dizziness, numbness/tingling, dysfunction of the senses and all other symptoms that are caused by cancer of any type." As consideration for the license of the Licensed Patents, the Company shall issue and deliver to Silo Pharma 500 shares of the Company's Series M Convertible Preferred Stock. The Company paid a one-time nonrefundable cash payment of $500,000 to Silo Pharma. The Company shall also pay Silo Pharma a running royalty equal to two percent of "net sales". The Agreement grants the Company an option to license any Silo Pharma Improvement Patents as specified in the Agreement. Under the Agreement, Silo Pharma is required to prepare file, prosecute, and maintain the Licensed Patents. Unless earlier terminated, the term of the license to the Licensed Patents will continue until the expiration or abandonment of all issued patents and filed patent applications within the Licensed Patents. Silo Pharma may terminate the Agreement upon 30 day written notice if the Company fails to pay any amounts due and payable to Silo Pharma or if the Company or any of its affiliates brings a patent challenge against Silo Pharma, assists others in bringing a legal or administrative challenge to the validity, scope, or enforceability of or opposes any of the Licensed Patents against Silo Pharma (except as required under a court order or subpoena). The Company may terminate the Agreement at any time without cause, and without incurring any additional penalty, (i) by providing at least 30 days' prior written notice and paying Silo Pharma all amounts due to it through such termination effective date. Either party may terminate the Agreement for material breaches that have failed to be cured within 60 days after receiving written notice. The Agreement also grants the Company a contingent right, to negotiate with Silo Pharma, to obtain a nonexclusive sublicense in the field of cancer and treating cancer, including neuroinflammatory diseases occurring in any patient diagnosed with cancer, in the event Silo Pharma exercises its option to enter into a license with the University of Maryland, Baltimore, pursuant to a Commercial Evaluation License and Option Agreement between Silo Pharma and UMB, having an Effective Date of July 15, 2020. The UMB Agreement relates to certain UMB patent rights directed to central nervous system homing peptides and uses thereof. The Contingent Right to License the UMB Patent Rights shall be to the full extent permitted by and on terms and conditions required by UMB for a term consistent with the term of patent and technology licenses that UMB normally grants. Silo Pharma must exercise the SiloPharma Option by Jan. 15, 2021, in accordance with the terms of the UMB Agreement. In the event that Silo Pharma exercises its Option and executes a license with UMB to the UMB Patent Rights, within 40 days after the execution of such UMB License, for consideration to be agreed upon and paid from the Company, which consideration shall in no event exceed 110% of any fee payable by Silo Pharma to UMB for the right to sublicense the UMB Patent Rights, Silo Pharma shall grant the Company a nonexclusive sublicense in the United States to the UMB Patent Rights in the Field, subject to the terms of any UMB License Licensor obtains, including any royalty obligations on sublicensees required under any such sublicense. The Company has agreed to indemnify Silo Pharma and Silo Pharma has agreed to indemnify the Company in connection with a breach of any representation, warranty, covenant, or obligation under the Agreement, except in each case to the extent any actions are caused by Silo Pharma or one of its affiliates/subsidiaries gross negligence or willful misconduct. The Agreement contains mutual representations and warranties, as reflected in the Agreement, including representations and warranties that Silo Pharma will comply with all terms of the UMB Agreement to preserve its rights in the Option and that Silo Pharma intends to and will make its best commercial efforts to exercise its option and take a UMB License under the UMB Agreement during the Term of the UMB Agreement in compliance with the terms of the UMB Agreement. About Aikido Pharma Headquartered in New York, NY, Aikido Pharma Inc. fka Spherix Incorporated -- http://www.spherix.com-- was initially formed in 1967 and is currently a biotechnology company seeking to develop small-molecule anti-cancer therapeutics. The Company's activities generally include the acquisition and development of technology through internal or external research and development. In addition, the Company seeks to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. The Company may alone, or in conjunction with others, develop products and processes associated with technology development. Recently, the Company has invested in and helped develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and with its recent asset acquisition with CBM BioPharma, Inc. in December 2019. Spherix reported a net loss of $4.18 million for the year ended Dec. 31, 2019, compared to net income of $1.73 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $32.46 million in total assets, $969,000 in total liabilities, and $31.49 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 31, 2020, citing that Company has historically incurred losses from operations 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. ALA TURK: Ucarer to Get $33K Under Amended Plan ----------------------------------------------- Ala Turk Inc., d/b/a Ala Turka, submitted on Jan. 4, 2020, an Amended Chapter 11 Small Business Plan and a corresponding Disclosure Statement. The Amended Disclosure Statement says the plan will be funded by from cash on hand in the amount of an $60,000, a new value contribution to be made by Suleyman Secer in the amount of $20,000 for a total plan fund of $80,000, as well as funds from future operations of the Debtor. The original iteration of the Disclosure Statement had said that the entire $80,000 funding will come from a new value contribution by Secer. The Amended Plan and Amended Disclosure Statement does not alter the projected recovery for general unsecured creditors. Unsecured creditors will recover 6.9% under the Plan. While the Debtor said in the original Disclosure Statement that it reserves the right to object to Claim No. 8 filed by Akin Ucarer. It now says that the Debtor does not intend to object to claim no. 8. Under the Plan, Mr. Ucarer will receive a distribution of $33,085 which the Debtor believes represents a fair recovery to this creditor. Based upon discussions with counsel to Mr. Ucarer, the Debtor believes he will vote in favor of the Plan. The FLSA action filed by Mr. Ucarer will continue to be litigated against the non-debtor defendants in District Court. The Debtor also discloses that Claim No. 9 was filed by the US Small Business Administration as an unsecured claim in the amount of $151,9428. However, a review of the attachments to the claim reveals that the claim is potentially a secured claim. The Debtor believes the claim was properly filed as an unsecured claim because the UCC financing statement was filed within the 90day preference period, 11 U.S.C. Sec. 547. A full-text copy of the Amended Disclosure Statement dated Jan. 4, 2021, is available at https://bit.ly/35jVhBT from PacerMonitor.com at no charge. Attorneys for the Debtor: LAWRENCE F. MORRISON BRIAN J. HUFNAGEL MORRISON TENENBAUM PLLC 87 Walker Street, Floor 2 New York, New York 10013 Telephone: (212) 620-0938 Facsimile: (646)390-5095 About Ala Turk Ala Turk Inc. -- https://alaturkarestaurant.com/ -- owns and operates a restaurant specializing in Mediterranean cuisine. The A La Turka restaurant focuses on grilled meat and fish. A La Turka offers along with 20 different kebabs like a kebab factory, including chicken, lamb and beef, also Mediterranean fish selections, as Branzini. The restaurant is located at 1417 2nd Avenue, New York. Ala Turk Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42628) on July 15, 2020. The petition was signed by Suleyman Secer, president. At the time of filing, the Debtor disclosed $263,500 in assets and $1,276,886 in liabilities. Lawrence F. Morrison, Esq., at Morrison Tenenbaum PLLC, is the Debtor's counsel. AMERIGAS PARTNERS: Moody's Affirms Ba2 CFR & Alters Outlook to Neg. ------------------------------------------------------------------- Moody's Investors Service affirmed AmeriGas Partners, L.P.'s Corporate Family Rating at Ba2, Probability of Default Rating at Ba2-PD and senior unsecured notes' ratings at Ba3. AmeriGas' Speculative Grade Liquidity rating remains unchanged at SGL-3. The outlook was changed to negative from stable. "The change in AmeriGas' outlook to negative reflects risks of leverage remaining higher for longer, above the 4.5x level that is more in line with its rating," said Jonathan Teitel, a Moody's analyst. "Moody's expects that AmeriGas' leverage will improve to the mid-4x area but risks to EBITDA growth and debt reduction include warmer than normal weather, COVID-19 and the pace of realized benefits from business transformation initiatives." Affirmations: Issuer: AmeriGas Partners, L.P. Probability of Default Rating, Affirmed Ba2-PD Corporate Family Rating, Affirmed Ba2 Senior Unsecured Notes, Affirmed Ba3 (LGD4) Outlook Actions: Issuer: AmeriGas Partners, L.P. Outlook, Changed To Negative From Stable RATINGS RATIONALE AmeriGas' Ba2 CFR reflects large scale and a leading market position in US propane distribution, a diversified geographic footprint and a history of successfully integrating ongoing acquisitions that have partially offset secular volume declines. AmeriGas' volumes and EBITDA are constrained by warmer than normal weather and net effects of COVID-19. UGI Corporation's (AmeriGas' parent, unrated) acquisition of publicly held common units it did not already own in August 2019 enhanced flexibility around distributions for AmeriGas to reduce leverage toward its 4x-4.25x long-term target. However, UGI Corporation relies on cash flow from its subsidiaries to support its commitment to 4% annual dividend growth and to support acquisitions. As of September 30, 2020, AmeriGas' debt/EBITDA was 5x. Leverage reduction is key to support credit quality. Moody's expects that AmeriGas will reduce leverage to the mid-4x area over the next year to eighteen months but there are risks to EBITDA growth and debt reduction from warmer than normal weather, COVID-19 and the pace of realized benefits from business transformation initiatives. Upfront costs to implement these initiatives reduce cash available for debt repayment in 2021. Continued growth in volumes at its AmeriGas Cylinder Exchange, Cynch home delivery and National Accounts programs, and ultimately increased market share, are critical to offset secular decline in propane demand. However, growth will not come easy in the highly competitive propane distribution market. The pace of deleveraging also depends on management's decisions regarding allocating cash flow between debt reduction and dividends to UGI Corporation. AmeriGas' SGL-3 rating reflects Moody's expectation that AmeriGas will maintain adequate liquidity through 2021. As of September 30, 2020, AmeriGas had $5 million of cash and $352 million of borrowing availability on its $600 million revolver due December 2022 ($186 million drawn and $62 million in letters of credit outstanding). The revolver's financial covenants are comprised of maximum leverage ratios and a minimum interest coverage ratio. Moody's expects that AmeriGas will maintain compliance with these covenants through 2021. AmeriGas Partners, L.P.'s $2.575 billion of senior unsecured notes are rated Ba3. AmeriGas has $675 million of 5.625% notes due 2024, $700 million of 5.5% notes due 2025, $675 million of 5.875% notes due 2026 and $525 million of 5.75% notes due 2027. These notes are not guaranteed by AmeriGas Propane, L.P., the principal operating subsidiary. Consequently, the notes are structurally subordinated to AmeriGas Propane, L.P.'s $600 million senior unsecured revolver due 2022 (unrated) which results in the notes being rated one notch below the CFR. The negative outlook reflects the risks that AmeriGas' debt/EBITDA will not decline to the mid-4x area because of lower EBITDA and debt reduction than Moody's expects caused by warmer than normal weather, lingering effects of COVID-19, and lower realized benefits from business transformation initiatives. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS AmeriGas' ratings could be downgraded if debt/EBITDA remains above 4.5x. Larger than expected distributions to UGI Corporation could also lead to a downgrade. Factors that could lead to an upgrade include debt/EBITDA sustained below 3.5x and growth of less weather-dependent volumes such that earnings volatility is reduced materially. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AmeriGas Partners, L.P. is an indirect wholly owned subsidiary of publicly traded UGI Corporation, a holding company. AmeriGas is a distributor of propane and related equipment and supplies in the US. UGI Corporation's wholly owned subsidiary, AmeriGas Propane, Inc., is the general partner of AmeriGas Partners, L.P. AmeriGas' fiscal year ends in September. ANTERO MIDSTREAM: S&P Raises ICR to 'B' on Upgrade of Parent ------------------------------------------------------------ S&P Global Ratings raised the issuer credit rating on Antero Midstream Partners L.P. (AM) to 'B' from 'B-'. The outlook is stable. At the same time, S&P is raising the issue-level rating on AM's senior unsecured debt to 'B' from 'B-'. The '3' recovery rating is unchanged, indicating S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in a default scenario. S&P has raised its rating on AM's former parent and only counterparty, Antero Resources Corp. (AR), to 'B' from 'B-' as a result of improved liquidity and access to capital markets. The upgrade reflects the upgrade of AR. AM derives 100% of its revenues from the former parent, and the two entities are inherently linked. S&P raised the rating on AR based on improved liquidity from issuing notes used to address a 2022 maturity and reduce borrowings under its reserve-based lending facility. The transaction illustrates Antero's improved access to capital markets, a concern for much of 2020 amid looming debt maturities through 2023. The stable outlook on AM reflects the commodity price environment and its revenue exposure to AR. S&P said, "We anticipate stable volumes over the next few years even in most stress scenarios, which indicates the capital structure will remain sustainable. We forecast S&P Global Ratings-adjusted debt to EBITDA of more than 4x over the next few years while liquidity remains adequate." S&P could take negative rating action if it takes a negative action on AR. S&P could lower the rating on AM if: -- AR's rating is lowered because it cannot amend and extend its credit facility on favorable terms; or -- AR's free cash flow is below S&P's expectations. Such a scenario is possible if commodity prices are lower than S&P's expectations or it adopts a more aggressive financial policy and capital expenditures are higher than forecast; or -- AM has difficulty extending the maturity of its credit facility. While unlikely at this time, S&P could take a positive rating action on AM if it takes a positive action on AR. An upgrade would require: -- AR to continue to lower debt such that funds from operations (FFO) to debt averages comfortably above 20%; -- It to maintain adequate liquidity; and -- Address its 2023 senior note maturity. This likely follows a sustained increase in natural gas and natural gas liquids prices that generates meaningful free cash flow combined with supportive capital markets. APPLIED DNA: Prices $15 Million Registered Direct Offering ---------------------------------------------------------- Applied DNA Sciences, Inc. has entered into a securities purchase agreement with certain institutional investors, providing for the purchase and sale of 1,810,000 shares of common stock at a price of $8.30 per share, priced at-the-market under Nasdaq rules, in a registered direct offering, resulting in total gross proceeds of approximately $15 million, before deducting the placement agent's fees and other estimated offering expenses. The offering was expected to close on or about Jan. 13, 2021, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the offering for general corporate purposes, including working capital, for research and development, and to advance the adoption of its LinearDNA manufacturing platform. Roth Capital Partners served as sole placement agent for the transaction. About Applied DNA Applied DNA -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $13.03 million for the year ended Sept. 30, 2020, compared to a net loss of $8.63 million for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $11.34 million in total assets, $5.63 million in total liabilities, and $5.71 million in total equity. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 17, 2020, citing that the Company incurred a net loss of $13,028,904 and generated negative operating cash flow of $11,143,059 for the fiscal year ended Sept. 30, 2020 and has a working capital deficiency of $4,811,847. These conditions along with the COVID-19 risks and uncertainties raise substantial doubt about the Company's ability to continue as a going concern. ASAIG LLC: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- The U.S. Trustee for Region 7 on Jan. 13 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of ASAIG, LLC and Aztec/Shaffer. The committee members are: 1. Colonial Country Club 3735 Country Club Circle Fort Worth, TX 76109 Attn: Frank Cordeiro Tel: 817-927-4248 E-mail: fcordeiro@colonialfw.com 2. Mainline Carpets 2860 N. Dug Gap Road Dalton, GA 30720 Attn: Patrick Putzer Tel: 706-277-3083 E-mail: patrickputzer@emeraldcarpets.com 3. Sunbelt Rentals 1275West Mound Street Columbus, OH 43223 Attn: Ronald Matley Tel: 803-578-5074 E-mail: rmatley@sunbeltrentals.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About ASAIG LLC and Aztec/Shaffer LLC ASAIG, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 20-35600) on Nov. 17, 2020. ASAIG's affiliate, Aztec/Shaffer LLC, filed its Chapter 11 petition (Bankr. S.D. Texas Case No. 20-35675) on Nov. 24, 2020. The cases are jointly administered under Case No. 20-35600. At the time of the filing, ASAIG had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Marvin Isgur oversees the cases. The Debtors tapped Okin Adams LLP as their counsel, Donlin, Recano & Company, Inc. as claims and noticing agent, and Carl Marks Advisory Group LLC as financial advisor. Brian Williams, a partner at Carl Marks, is the Debtors' chief restructuring officer. BC HOSPITALITY: Taps Ankura Consulting Group as Financial Advisor ----------------------------------------------------------------- BC Hospitality Group Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire Ankura Consulting Group, LLC to provide financial, restructuring and asset sale advisory services. As financial advisor, the firm will provide these services to: (a) assist BC Hospitality and its affiliates with the development of financial and liquidity forecasts; (b) evaluate the Debtors' current liquidity position and expected future cash flows; (c) assist the Debtors' management in the updating of cash flow forecasts and financial or liquidity modeling or analysis; (d) prepare any financial-related disclosures required by the court; (e) assist in the management of cash disbursements; (f) coordinate the Debtors' Chapter 11 restructuring efforts; (g) assist the Debtors' personnel with the communications and negotiations with lenders, creditors (including trade vendors and utility providers) and other parties-in-interest including the preparation of financial information for distribution to such parties-in-interest; (h) assist the Debtors in the preparation, analysis and monitoring of historical, current and projected financial affairs; (i) work collaboratively with all parties-in-interest; (j) assist the Debtors in the valuation of their businesses in the preparation of a liquidation valuation and financial projections for a reorganization plan or negotiation purposes; (k) assist the Debtors in managing and executing the claims reconciliation process; (l) assist the Debtors in identifying or reviewing preference payments, fraudulent conveyances and other causes of action; (m) assist in, as needed, major vendor negotiations; (n) assist in lease mitigation strategies and coordinate negotiation and implementation programs in conjunction with the Debors' other advisors; and (o) other financial advisory services. As an asset sale advisor, the firm is required to: (a) assist in the evaluation of the Debtors' business and prospects; (b) assist in the preparation of descriptive material on the Debtors, including the development of summary financial data; (c) identify, contact and introduce prospective purchasers including those that may have contacted the Debtors directly; (d) set up a virtual data room for potential acquirors; (e) assist in coordinating the due diligence process; (f) assist in evaluating terms by potential acquirors; (g) negotiate with potential acquirors through the consummation of a transaction; (h) provide expert testimony on an as-needed basis which shall be subject to an hourly fee and separate engagement letter; (i) conduct an auction sale process; and (j) provide other advisory services that are customarily provided in connection with the analysis and negotiation of a potential transaction. The firm will be paid at these rates: Senior Managing Director $1,015 - $1,100 per hour Managing Director $900 - $990 per hour Senior Director $760 - $870 per hour Director $610 - $725 per hour Senior Associate $495 - $575 per hour Associate $410 - $460 per hour The Debtors propose to pay Ankura a non-refundable monthly fixed fee of $30,000 per month for the asset sale services, beginning on December 22, 2020 and payable at the beginning of each subsequent month. In addition, the Debtors will pay a minimum amount of the "success fee, which is $150,000, regardless of the purchase price, and will reimburse the firm for work-related expenses. Robert Frezza, member of Ankura, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About BC Hospitality BC Hospitality Group Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13103) on Dec. 14, 2020. At the time of the filing, the Debtors were estimated to have assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their legal counsel and Epiq Corporate Restructuring, LLC as their claims and noticing agent and administrative advisor. Ankura Consulting Group, LLC is the Debtors' financial and restructuring advisor and asset sale advisor. BLUE WATER: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Blue Water Global Group, Inc. 500 S Australian Ave, Suite 600 West Palm Beach, FL 33401-6237 Chapter 11 Petition Date: January 14, 2021 Court: United States Bankruptcy Court Southern District of Florida Case No.: 21-10322 Judge: Hon. Erik P. Kimball Debtor's Counsel: Chad Van Horn, Esq. VAN HORN LAW GROUP, P.A. 330 N Andrews Ave Ste 450 Fort Lauderdale, FL 33301-1012 Tel: (954) 765-3166 E-mail: chad@cvhlawgroup.com Total Assets: $0 Total Liabilities: $1,775,685 The petition was signed by Miro Zecevic, chairman. A copy of the Debtor's list of 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FTQ6CNA/Blue_Water_Global_Group_Inc__flsbke-21-10322__0003.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FL6FABA/Blue_Water_Global_Group_Inc__flsbke-21-10322__0001.0.pdf?mcid=tGE4TAMA CALIFORNIA PIZZA: Appoints Four New Members to Board ---------------------------------------------------- California Pizza Kitchen (CPK) on Jan. 12, 2021, announced the appointment of four new board members -- Robert Webster, current co-founder and Senior Managing Director of Twin Haven Capital Partners; Jeff D. Warne, Principal at Croesus Capital, LLC; Michael P. O'Donnell, Executive Chairman of Ruth's Hospitality Group; and Daniel M. Kokini, Managing Director at FTI Consulting. They join Jim Hyatt, Chief Executive Officer of California Pizza Kitchen and a board member since January 2018. "I'm thrilled to welcome Robert, Jeff, Michael, and Daniel to the board as we continue to build on our business momentum following our successful restructuring in November," said Jim Hyatt, Chief Executive Officer of California Pizza Kitchen. "Their combined knowledge and expertise in the food and hospitality business, corporate finance and investment strategy strengthen CPK and will help us accelerate our growth plans in the U.S. and abroad. It's an exciting time for CPK." California Pizza Kitchen's new board members are: * Robert Webster, Co-Founder and Senior Managing Director at Twin Haven Capital Partners, LLC, which is engaged in investment management principally for large institutions. Mr. Webster has over 35 years of diverse financial, business and transactional leadership experience. He has served on or chaired 16 corporate boards across an array of industries including having chaired boards of directors for companies engaged in the casual and family dining restaurant sectors. * Jeff D. Warne, Principal of Croesus Capital, LLC, has extensive experience as a C-Suite Executive in the food and restaurant industries. He has served as President and CEO of Perkins, Marie Callender's, LLC, and O'Charley's Inc. Prior to that, he was President of Pick Up Stix; COO of TGI Friday's International, and CFO of Carlson Restaurants Worldwide. Mr. Warne holds an MBA from the University of Chicago and a BS in Accounting from St. Cloud State University, and is also a Certified Public Accountant and Chartered Financial Analyst. * Michael P. O'Donnell is the current Chairman of the board of Ruth's Hospitality Group Inc, the parent company of Ruth's Chris Steak House, and spent the prior 12 years as its CEO & Chairman. Mr. O'Donnell brings broad and deep experience in the restaurant business having also served on multiple private and public company boards including Hickory Tavern, a Rosser Capitol portfolio company, Logan's Roadhouse, Cosi, Sbarro, The Ground Round, and Champps Entertainment. Mr. O'Donnell holds a BA in English from Rollins College is a current member of the Rollins College Board of Trustees. * Daniel M. Kokini is a Managing Director at FTI Consulting, which he joined in 2017 through its acquisition of CDG Group. Mr. Kokini has nearly 15 years of restructuring, leveraged finance, capital markets, and M&A experience. He has served as an advisor in many aspects of strategic, financial, and operational restructuring on behalf of companies, creditors, and shareholders. Prior to joining CDG Group in 2012, Mr. Kokini held roles in investment banking at BofA Merrill Lynch and Bear, Stearns & Co. Inc., and a corporate finance role at Broadview Networks. Mr. Kokini holds a BS in Finance, cum laude, from the Pennsylvania State University. About California Pizza Kitchen California Pizza Kitchen, Inc. -- http://www.cpk.com/-- is a casual dining restaurant chain that specializes in California-style pizza. Since opening its doors in Beverly Hills in 1985, CPK has grown from a single location to more than 200 restaurants worldwide. CPK's traditional dine-in locations are full-service restaurants that serve pizza, salads, pastas and other California-inspired fare, alongside a curated selection of wines and a menu of handcrafted cocktails and craft beers. Though the Company's dine-in restaurants are the primary way the Company serves its customers, CPK also has a number of "off-premises" services and licensing agreements that allow customers to get their favorite CPK dishes on the go. California Pizza Kitchen, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33752) on July 29, 2020. The Hon. Marvin Isgur oversees the case. At the time of filing, the Debtors have $100 million to $500 million estimated assets and $500 million to $1 billion estimated liabilities. Kirkland & Ellis is serving as legal counsel to CPK, Guggenheim Securities, LLC, is serving as its financial advisor and investment banker, and Alvarez & Marsal, Inc., as restructuring advisor. Gibson, Dunn & Crutcher LLP is acting as legal counsel for the group of first lien lenders and FTI Consulting, Inc. is acting as its financial advisor. Prime Clerk is the claims agent. * * * California Pizza Kitchen in November 2020 emerged from Chapter 11 bankruptcy protection with $220 million less in debt and no lending obligations coming due in the near term. CATHEDRAL HOTEL: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 6 on Jan. 12 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Cathedral Hotel Group LP. About Cathedral Hotel Group Cathedral Hotel Group, LP sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-60788) on Dec. 8, 2020. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Ronald B. King oversees the case. Barron & Newburger, P.C. serves as the Debtor's legal counsel. CENTER CITY: Unsecureds' Recovery Unknown in Liquidating Plan ------------------------------------------------------------- Center City Healthcare, LLC d/b/a Hahnemann University Hospital, et al., submitted a Chapter 11 Plan of Liquidation and a Disclosure Statement on Dec. 30, 2020. The Plan further provides for the wind down and liquidation of each of the Debtors. Over 2,600 proofs of claim have been filed with the Debtors' claims agent. In addition, there are other Claims that were scheduled as non-contingent, liquidated and non-disputed for which no proof of claim was filed. The Debtors are continuing to review the proofs of claim. The Debtors have so far filed two omnibus objections to claims. The Debtors as of Jan. 12, 2020, have not yet sought a hearing on the Disclosure Statement. The Disclosure Statement still has blanks as to the total claims asserted by, and the estimated percentage recovery for, holders general unsecured claims in 3B and 3C, holders of unsecured claims classified as convenience claims in Class 3A, and insiders with unsecured claims in Class 3D. The Plan provides that holders of convenience claims in Class 3A will receive cash in the amount of [__]% of the holder's claim. Holders of allowed claims in Class 3B will be paid in installments, with the payouts depending on the cash available for distribution for Class 3B and the face amount of all allowed general unsecured claims. Upon the prior payment of 100% of each allowed Class 3B and Class 3C HSRE Claim in accordance with the Plan, holders of allowed insider claims will receive a pro rata distribution of all cash. Until holders of Allowed Convenience Claims, Allowed General Unsecured Claims other than Tenet/Conifer and Allowed HSRE Claims receive, in the aggregate, the lesser of (i) $25 million or (ii) 50% of the amount of their Allowed Convenience Claims, General Unsecured Claims and HSRE Claims (the "Tenet/Conifer Recovery Threshold"), (A) the Tenet/Conifer Claim will not be considered in calculating the Initial Distribution Percentage, any Subsequent Distribution Percentage or the Final Distribution Percentage and (B) no distribution will be made on account of the Tenet/Conifer Claim. The Plan provides that pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, the Plan incorporates a compromise and settlement of numerous inter-debtor issues. The Plan is designed to achieve an economic settlement of claims against the Debtors and an efficient, just and equitable resolution of these Chapter 11 Cases. A full-text copy of the Disclosure Statement dated December 30, 2020, is available at https://bit.ly/3bijZqb from PacerMonitor.com at no charge. Attorneys for the Debtors: Mark Minuti Monique B. DiSabatino SAUL EWING ARNSTEIN & LEHR LLP 1201 North Market Street, Suite 2300 P.O. Box 1266 Wilmington, DE 19899 Telephone: (302) 421-6800 Facsimile: (302) 421-5873 E-mail: mark.minuti@saul.com monique.disabatino@saul.com - and - Jeffrey C. Hampton Adam H. Isenberg 1500 Market Street, 38th Floor Philadelphia, PA 19102 Telephone: (215) 972-7777 Facsimile: (215) 972-7725 E-mail: jeffrey.hampton@saul.com adam.isenberg@saul.com About Center City Healthcare Center City Healthcare, LLC, is a Delaware limited liability company that operates Hahnemann University Hospital. Its parent company is Philadelphia Academic Health System, LLC, which is also the parent company of St. Christopher's Healthcare, LLC and its affiliated physician groups. Center City Healthcare and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-11466) on June 30, 2019. At the time of the filing, the Debtors estimated assets of between $100 million and $500 million and liabilities of the same range. The cases are assigned to Judge Kevin Gross. The Debtors tapped Saul Ewing Arnstein & Lehr LLP as legal counsel; EisnerAmper LLP as restructuring advisor; SSG Advisors, LLC as investment banker; and Omni Management Group, Inc. as claims and noticing agent. CHARM HOSPITALITY: Unsecured Creditors Will Recover 5% in Plan -------------------------------------------------------------- Charm Hospitality, LLC, submitted a Disclosure Statement explaining its Chapter 11 Plan on Jan. 4, 2021. A hearing on the Disclosure Statement is scheduled for Feb. 17, 2021, at 2:00 p.m. The Debtor owns a hotel located at 3019 Idaho Street, in Elko, Nevada. The appraisal value of the hotel is $1,800,000. The Debtor also owns a personal property having a current value of $182,000. In 2016, West Town Bank & Trust ("Secured Lender") entered into an agreement to loan the Debtor $8,260,000 to purchase the hotel of which $1,625,000 was to be used to improve the hotel in order to convert it from a Holiday Inn Express by IHG Elko hotel to a higher caliber hotel under a Marriott International flag. Because the Debtor missed one payment, the Secured Lender refused to further fund the conversion costs. As a result, Debtor was forced to run the hotel as a Wingate Inn By Wyndham Elko, a lower caliber brand, because the Wingate flag required no significant renovations. However, the Wingate brand could not effectively compete with the higher brands of the new Holiday Inn that was built at the same time, nor the two other new hotels in the area. The Debtor was in negotiations with other lenders to procure the funds necessary to complete the conversion of the hotel to a Marriott hotel when the Covid 19 pandemic struck, forcing the hotel to seek Chapter 11 bankruptcy relief. Treatment of Claims Under the Plan, the allowed secured claim of West Town Bank & Trust will be paid in full within 30 days of the Effective Date. The unsecured portion of Secured Creditor's claim will be deemed a general unsecured claim (Class 3). The amount of West Town's secured claim is $1.8 million, per the order granting the Debtor's motion to cram-down. Class 3 General Unsecured Claims will receive 5% of their allowed claims to be remitted over 2 years in quarterly payments. If Secured Lender makes an Sec. 1111(b) election, unsecured claims will receive 5 percent of their allowed claims to be remitted over 5 years in quarterly payments commencing 6 months after the Effective Date (to allow for minor renovation to complete). Refinancing of Property The Debtor is in the process of refinancing the Property. The refinance will allow for the payment of West Town Bank & Trust and fund the required renovations. The new lender will take a first Deed of Trust on the Property and a security interest in all personal property with a UCC-1. The refinance will allow for a construction budget for the Property to be converted to a Marriott Four Points By Sheraton Elko. The Debtor's member will contribute $75,000 in new value. This amount will be put in escrow to be remitted to the lender who is refinancing. If Lender takes the 1111(b)election this money will go toward renovations to the Property. The Debtor is in the process of collecting $79,500 in preference payments and $82,500 in transfers totaling $162,000. These amounts will first go to pay administrative expenses, priority debts, and then unsecured claims, any remaining amounts shall be used to pay plan payment. A full-text copy of the Disclosure Statement dated January 4, 2021, is available at https://bit.ly/3nokvF8 from PacerMonitor.com at no charge. Attorneys for the Debtor: A.J. Kung, Esq. Brandy Brown, Esq. KUNG & BROWN 1020 Garces Ave. Las Vegas, Nevada 89101 Tel: (702) 382-0883 Fax: (702) 382-2720 E-mail: ajkung@ajkunglaw.com bbrown@ajkunglaw.com About Charm Hospitality Charm Hospitality, LLC, is a Nevada Limited Liability Company, that owns and operates a 77-room hotel located at 3019 Idaho Street, Elko, NV. The hotel was operated under the Wingate Inn By Wyndham Elko brand. The company is owned by Paramjit Kaur. Charm Hospitality filed a Chapter 11 petition (Bankr. D. Nev. Case No. 20-50880) on Sept. 15, 2020. In the petition signed by Larry Williams, corporate representative, the Debtor disclosed $3,099,287 in assets and $7,472,409 in liabilities. Kung & Brown, serves as bankruptcy counsel to the Debtor. CHESAPEAKE ENERGY: Court Approves Plan to Cut Debt -------------------------------------------------- Steven Church of Bloomberg News reports that Chesapeake Energy Corp. won court approval for a reorganization plan that slashes about $7 billion in debt in exchange for handing over ownership to its senior lenders, including Franklin Resources Inc. The decision by U.S. Bankruptcy Judge David Jones caps a years-long effort to repair the company's finances, which became bloated after repeated borrowing to fuel its expansion. The final push came over the objection of unsecured bondholders and other lower-ranking creditors, who claim senior lenders were getting Chesapeake at a discount just six months after they refinanced their debt. According to Law360, the Court agreed with the Debtor's $5.13 billion valuation and handing over the equity of the company to senior lenders owed more than $7 billion. 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. CHRISTOPHER & BANKS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------------ Lead Debtor: Christopher & Banks Corporation 2400 Xenium Lane North Plymouth, MN 55441 Business Description: The debtors are a national specialty retailer featuring exclusively designed, privately-branded women's apparel and accessories. Chapter 11 Petition Date: January 13, 2021 Court: United States Bankruptcy Court District of New Jersey Three affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Christopher & Banks Corporation 21-10269 2400 Xenium Lane North Plymouth, MN 55441 Christopher & Banks, Inc. 21-10268 100 Premium Outlets Drive, #500 Blackwood, NJ 08012 Christopher & Banks Company 21-10270 2400 Xenium Lane North Plymouth, MN 55441 Judge: Hon. Andrew B. Altenburg Jr. Debtors' Counsel: Michael D. Sirota, Esq. COLE SCOTZ P.C. Court Plaza North 25 Main Street Hackensack, NJ 07601 Tel: 201-489-3000 Fax: 201-489-1536 E-mail: msirota@coleschotz.com Debtors' Financial Advisor: BRG, LLC Debtors' Investment Banker: B. RILEY SECURITIES, INC. Debtors' Claims Agent: OMNI AGENT SOLUTIONS https://omniagentsolutions.com/ChristopherBanks Debtors' Consolidated Total Assets as of December 14, 2020: $166,396,185 Debtors' Consolidated Total Debts as of December 14, 2020: $105,639,182 The petitions were signed by Keri L. Jones, president & chief executive officer. Copies of the petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/EIWQTXY/Christopher__Banks_Inc__njbke-21-10268__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/EZUVTCQ/Christopher__Banks_Corporation__njbke-21-10269__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/FLQPOPA/Christopher__Banks_Company__njbke-21-10270__0001.0.pdf?mcid=tGE4TAMA Combined List of Debtors' 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Cache Valley Bank PPP Loan $10,000,000 PPP Program Attn - Craig Maughan 101 North Main Logan, UT 84321 Tel: 435-753-3020 X446 Email: cmaughan@cachevalleybank.com 2. Kostroma/Jiaxing Mengdi I.E. CO Merchandise $2,618,537 Attn - Tom Zhu Vendor 18th FL Longway Plaza No 960 Chengnan Rd Jiaxing Zhejiang CN China 314001 Tel: 0086-57382718909 Email: postmaster@mengdi.com.cn 3. Presslink Limited Merchandise $2,427,388 Attn - Poon Vai Yi Vendor Avenida Da Praia Grande Nos 367-371 Kengou Bld Macau China Tel: 8532883 0314 Email: sarahpoon@pvumgroup.com 4. Bluprint Clothing Corp. Merchandise $2,210,002 Attn - Peter Kim Vendor The CIT Group PO Box 1036 Charlotte, NC 28201-1036 Tel: 323-780-4347 Email: peter@bluprintcorp.com 5. Simon Property Group Landlord $2,123,749 Attn - John Rulli 867800 Reliable Parkway Chicago, IL 60686 Tel: 317-636-1600 Email: jrulli@simon.com 6. SalesForce.com Inc. E-Commerce $1,247,000 Attn - Terence Shockley Website PO Box 203141 Dallas, TX 75320-3141 Tel: 317-832-4087 Email: mmoghli@salesforce.com 7. Kostroma/Hangzhou Merchandise $1,154,945 Jiayi Garment Co Ltd. Vendor Attn - Jack Ding Wend Mei Nanyuan Street Yuhang District Hangzhou Zhejiang 31110 CN China Tel: 865718652968 Email: jack@china-xinyi.com.cn 8. GGP Limited Partnership Landlord $1,031,165 Attn - Troy Benson River Hills Mall LLC PO Box 772836 Chicago, IL 60677-2836 Tel: 312-960-5796 Email: troy.benson@ brookfieldpropertiesretail.com 9. Letys Fashion Design Inc. Merchandise $989,718 Attn - Tony Noonan Vendor Rosenthal & Rosenthal Inc. PO Box 88926 Chicago, IL 60695-1926 Tel: 212-938-1020 Fax: 212-938-1024 Email: tonynoonan@le3tysfashion.com 10. Kostroma/Jiangsu Merchandise $976,363 Guota Huasheng Industrial Vendor Co Ltd. Attn: David Jin 16-22F Gtai NW Century PL No 125 Middle Renmin Rd Zhangjiagang Jiangsu 215600 Tel: 008613506221266 Email: davidjin@gths.cn 11. King Ah Knitting Factory Merchandise $950,698 Attn - Pui Shing Kwok Vendor 21/F Kin Wind Ind Bld, 55 Kin Wing St Tuen Mun NT Hong Kong Tel: 85224650133 Email: kwok@kinggrade.com.hk 12. Tanger Properties Limited Landlord $831,022 Partnership Attn - Steven B. Tanger Tanger Jeffersonville, LLC PO Box 414225 Boston, MA 02241-4225 Tel: 336-834-6817 Email: steve.tanger@tangeroutlets.com 13. Fed Ex Freight $830,532 Attn - Laura Bozikowski Vendor 942 South Shady Grove Road Memphis, TN 38120 Tel: 612-718-3410 Email: laura.bozikowski@fedex.com 14. Premium Outlet Partners LP Landlord $820,311 Attn - John Rulli Osage Beach Premium Outlets 7872 CHRBA PO Box 822941 Philadelphia, PA 19182-2941 Tel: 317-636-1600 Email: jrulli@simon.com 15. Kostroma/Guota Merchandise $789,206 Huasheng HK Vendor Attn - David Jin 16-22F GTAI NW Century PL No 125 Middle Renmin Rd Zhangjiagang JIA Tel: 860512-58980058 Email: davidjin@gths.cn 16. Kostroma/High Merchandise $783,732 Hope Intl Group Vendor Newest Appl Corp Ltd. Attn - Madam Shi 7 FL Bldg 3 Yuhua Salon 109 Softward Ave Nanjing Jiangsu China Tel: 86-2586770299 Email: sgx@high-hopesy.com 17. C O International Inc. Merchandise $766,852 Attn - Jason Shi Vendor 42 Dufflaw Road Unit #100, Toronto Ontario, Canada M6A 2Q1 Tel: 1-416-368-1522 Ext. 244 Fax: 1-416-368-4722 Email: jason.shi@clio-oz.com 18. BPR-FF LLC Landlord $634,671 Attn - Troy Benson GGP Glenbrook LLC PO BOx 776250 Chicago, IL 60677 Tel: 312-960-5796 Email: troy.benson@brookfieldpropertiesretail.com 19. CBL & Associates Landlord $621,040 Ltd Partnership Attn - Howard Grody 37939 Brookfield Square Mall PO Box 955607 Saint Loiuis, MO 63195-5607 Tel: 423-490-8317 Email: howard.grody@cblproperties.com 20. PM&J LLC/ Wuxi Jinmao Co Merchandise $564,073 Attn - Ann Marie Marshall Vendor 10911 West Hwy 55, Ste 205 Minneapolis, MN 55441 Tel: 952-994-2931 Email: annmarie@pmaj.com CHRISTOPHER & BANKS: In Chapter 11, May Close All 449 Stores ------------------------------------------------------------ Christopher & Banks Corporation, a specialty women's apparel retailer, announced Jan. 14, 2021, that it has filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Jersey. The Company has filed customary motions with the Bankruptcy Court that will authorize, upon Bankruptcy Court approval, the Company's ability to maintain operations in the ordinary course of business, including, among other things, the payment of employee wages and benefits without interruption, payment of suppliers and vendors in the normal course of business, and the use of cash collateral. These motions are typical in the Chapter 11 process and the Company anticipates that they will be approved shortly after the commencement of its Chapter 11 case. Details on the Company's Chapter 11 process and go-forward strategy are as follows: * The Company expects to close a significant portion, if not all, of its brick-and-mortar stores and, in connection therewith, the Company has launched a store closing and liquidation process. The Company, however, will continue to operate its business in the ordinary course in the near term; and * The Company is in active discussion with potential buyers for the sale of its eCommerce platform and related assets and expects to file the appropriate motion shortly. On Dec. 10, 2020, the Company engaged strategic advisors including B. Riley Securities Inc. to assist with management's evaluation and pursuit of available strategic alternatives. Keri Jones, President and Chief Executive Officer, commented, "Since the start of the COVID pandemic, we have taken aggressive steps to protect our business while continuing to serve our customers in a healthy and safe environment. Despite the tremendous advancements we have made in executing our strategic plan, due to the financial distress resulting from the pandemic and its ongoing impact, we elected to initiate this process and pursue a potential sale of the business in whole or in part to position the Company for the future. I want to extend my deepest gratitude to our dedicated associates, loyal customers and supportive partners for their commitment to Christopher & Banks throughout these challenging times." About Christopher & Banks Christopher & Banks Corporation (OTC: CBKC) is a Minneapolis-based specialty retailer featuring exclusively designed privately branded women's apparel and accessories. As of Jan. 13, 2021, the Company operates 449 stores in 44 states consisting of 315 MPW stores, 76 Outlet stores, 31 Christopher & Banks stores, and 28 stores in its women's plus size clothing division CJ Banks. The Company also operates the www.ChristopherandBanks.com eCommerce website. Christopher & Banks Corporation and its two affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 21-10269) on Jan. 13, 2021. As of Dec. 14, 2020, the Company had $166,396,185 in assets and $105,639,182 in liabilities. The Hon. Andrew B. Altenburg Jr. is the case judge. The Company's restructuring counsel is Cole Schotz P.C., its financial advisor is BRG, LLC, and its investment banker is B. Riley Securities Inc. Omni Management Solutions is the claims agent. CHRISTOPHER & BANKS: Seeks Going Concern Sale of eCommerce Biz -------------------------------------------------------------- Christopher & Banks Corporation has sought Chapter 11 protection with plans to close possibly all brick and mortar stores, and ultimately sell its ecommerce business. Keri L. Jones, CEO of the Company, explains that the Debtors are the latest victims of the retail apocalypse that was first created by a customer migration away from brick-and-mortar stores and most recently, the COVID-19 pandemic. The COVID-19 pandemic was the proverbial "nail in the coffin" for the Debtors following years of adverse market trends, including the shifting of sales from traditional brick-and-mortar retailers to online sellers, increased competition from big-box retailers, and changing consumer preferences. To combat the rapid spread of COVID-19 and in response to government stay-at-home orders, the Debtors were forced to temporarily close their retail stores and corporate office effective as of March 19, 2020. All of the Debtors' stores remained closed until April 27, 2020, when a small number of select stores were reopened to serve solely as fulfillment centers for the Debtors' eCommerce sales. While the majority of the Debtors' stores, as well as their distribution center, have reopened to customers, the COVID-19 pandemic has caused significant disruption to the Debtors' business and has had a significant adverse impact on their financial condition, results of operations and cash flows, both for the periods of time when stores were temporarily closed as well as continued suppressed traffic and customer spending at the Debtors' stores. Given the Debtors' liquidity constraints, they worked diligently to solicit and develop strategic alternatives to maximize value for the benefit of all stakeholders. To assist in the Debtors' efforts to increase liquidity and explore alternative sources of financing, in early November 2020, the Debtors engaged Berkeley Research Group, LLC ("BRG"), as financial advisor, and B. Riley Securities, Inc. ("B. Riley"), as investment banker. In the months leading to the Petition Date, the Debtors took steps to increase liquidity by negotiating lease concessions and deferrals and reducing operating and capital expenditures. Additionally, the Debtors explored sources of additional financing through a refinancing of the Debtors' debt and a private restructuring of their debt and liabilities. Unfortunately, given the Debtors' continued operating losses, decline in sales and the limited runway, the Debtors were unable to execute on any out-of-court solution for their liquidity constraints. In a volatile retail climate that has seen numerous casualties since the COVID-19 outbreak, the Debtors commenced these Chapter 11 Cases to preserve value for the benefit of the Debtors' stakeholders. The Debtors determined that filing for Chapter 11 protection, utilizing cash collateral (with the consent of their lenders) and pursuing an orderly liquidation of their assets in a controlled, court-supervised environment is the best available option to maximize value for the benefit of all stakeholders. Based on market feedback, the Debtors, in consultation with their advisors, have determined that a sale of any traditional brick-and-mortar business is not viable or achievable under the current circumstances. The sale of the Debtors' eCommerce business, however, has and continues to represent an attractive asset for buyers. Accordingly, the Debtors plan to pursue "going out of business" ("GOB") sales for their store fleet. To that end, before the Petition Date, the Debtors engaged Hilco Merchant Resources, LLC ("Hilco") to liquidate the inventory in their 449 retail stores While the Debtors are liquidating their inventory, the Debtors, with the assistance of B. Riley, plan to continue to market and ultimately sell the eCommerce business under Section 363 of the Bankruptcy Code. The Debtors believe and respectfully submit that a dual track process -- that is, an orderly liquidation of their store inventory through GOB sales and a going concern sale of the eCommerce business to the Stalking Horse Bidder (or successful bidder) -- maximizes the value of the Debtors' assets and the recovery to creditors. Proposed Course of the Chapter 11 Cases The Debtors believe, in the exercise of their business judgment, that the store closings and liquidation of the inventory as well as the sale of the eCommerce over the next 45 days will provide the best process under the circumstances to maximize value for their stakeholders. The Debtors will utilize cash collateral, having obtained consent of the Prepetition Lenders. Consensual use of cash collateral will provide the Debtors with sufficient liquidity to run going-out-of-business sales and market and sell the eCommerce business, with cash-on-hand and revenue from the store closing sales projected to be sufficient to support continued operations, as well as reduce the balance owed to the Prepetition Lenders through structured paydowns of the Debtors' prepetition indebtedness. Prepetition Capital Structure As of the Petition Date, the Debtors owed (i) not less than $8.9 million under a revolving credit facility (ABL facility); (ii) $5.1 million under a term loan and (iii) $2.8 million under its vendor program agreement. As of the Petition Date, the Debtors estimate that unsecured claims against the Debtors are in excess of $54 million. As of Dec. 31, 2020, CB Corp. had 38,546,330 shares of common stock outstanding, excluding shares of Treasury stock, held by approximately 130 registered shareholders. As of the Petition Date, Marcellum Retail Opportunity Fund, L.P., holds 13.1% of the shares and Cleveland Capital, L.P. holds 6.1%. About Christopher & Banks Christopher & Banks Corporation (OTC: CBKC) is a Minneapolis-based specialty retailer featuring exclusively designed privately branded women's apparel and accessories. As of Jan. 13, 2021, the Company operates 449 stores in 44 states consisting of 315 MPW stores, 76 Outlet stores, 31 Christopher & Banks stores, and 28 stores in its women's plus size clothing division CJ Banks. The Company also operates the www.ChristopherandBanks.com eCommerce website. Christopher & Banks Corporation and two affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 21-10269) on Jan. 13, 2021. As of Dec. 14, 2020, the Company had $166,396,185 in assets and $105,639,182 in liabilities. The Hon. Andrew B. Altenburg Jr. is the case judge. The Company's restructuring counsel is Cole Schotz P.C., its financial advisor is BRG, LLC, and its investment banker is B. Riley Securities Inc. Omni Management Solutions is the claims agent. CLEARPOINT CHEMICALS: Unsecureds Owed $18M to Get $1M in 5 Years ---------------------------------------------------------------- Clearpoint Chemicals, LLC, submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement on Jan. 4, 2021. The Chapter 11 case was filed to protect the Debtor's property and going concern value, to protect the interests of all creditors, and to reorganize and restructure its debt. The Debtor will restructure and will fully pay all secured claims over a period of 60 months with a balloon payment at the end of the 60-month term. Repayment will consist of monthly payments of principal and interest at the rate of 5.25% per annum based on a seven-year self-amortizing schedule. Each secured creditor will retain its liens and lien priority. The Debtor estimates that the total amount of its general non-priority unsecured claims is $18,282,756. The Debtor forecasts net cash flow over its 5-year budget projections to be $1,336,374. The Debtor proposes to pay into the Unsecured Creditors Fund the sum of $1 million over a five-year term in five annual payments of approximately $200,000 each. Because the Debtor's five-year projections show that annual net cash flow in initial years may be less than $200,000, the Debtor reserves the right to adjust the annual payment amount into the Unsecured Creditor Fund. The Debtor will pay all prior shortfalls no later than the fifth year so that at the end of the five-year term it will have paid a total of $1 million. The Debtor will continue to operate its chemical supply and mixing business and all related activities. All distributions required under the Plan shall be made from future revenues from the Debtor's business, including financing transactions as appropriate The Debtor's 5-year projected revenues and expenses. A full-text copy of the Disclosure Statement dated Jan. 4, 2021, is available at https://bit.ly/2XCyYTP from PacerMonitor.com at no charge. Counsel for the Debtor: Lawrence B. Voit Alexandra K. Garrett Matthew C. Butler SILVER, VOIT & GARRETT Attorneys at Law, P.C. 4317-A Midmost Drive Mobile AL 36609-5589 Telephone: 251-343-0800 About Clearpoint Chemicals Clearpoint Chemicals, LLC operates in the specialty chemical services industry. It develops customer-specific chemical solutions, provides in-house last mile logistics, and delivers on-site application and management, and continued communication and project assessment services. Clearpoint Chemicals sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-12274) on Sept. 29, 2020. At the time of the filing, the Debtor estimated assets of between $10 million and $50 million and liabilities of the same range. Judge Jerry C. Oldshue oversees the case. The Debtor tapped Silver, Volt & Garrett as its bankruptcy counsel and R. Tate Young, Esq., an attorney practicing in Houston, as its special counsel. COBRA PIPELINE: Disclosure Statement Hearing on Jan. 26 ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio has continued until Jan. 26, 2021, at 11:00 a.m. the hearing to consider approval of Cobra Pipeline Co., Ltd.'s Disclosure Statement. In its motion seeking to continue the hearing, the Debtor said it is engaging in substantial discussions with Huntington National Bank and certain other parties and parties in interest, and believes that substantial changes to both the Plan and Disclosure Statement are in order as a result. Those changes require additional time to complete, review, and discuss with objecting parties, including the United States Trustee among others. Counsel for the Debtor: Thomas W. Coffey Coffey Law LLC 2430 Tremont Avenue Cleveland, OH 44113 Tel: (216) 870-8866 E-mail: tcoffey@tcoffeylaw.com About Cobra Pipeline Cobra Pipeline Co., Ltd., is an Ohio-based intrastate natural gas pipeline company. The Debtor filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 19-15961) on Sept. 25, 2019 in Cleveland, Ohio. In the petition signed by Jessica Carothers, general manager, the Debtor was estimated to have assets of at least $50,000, and liabilities of between $10 million and $50 million as of the petition date. Judge Arthur I. Harris oversees the case. Coffey Law LLC is the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. COMMUNITY PROVIDER: Unsecureds to Recover 100% in Plan ------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California will convene a hearing on Feb. 3, 2021 at 11:30 a.m. at Crtrm 201, 1415 State St., Santa Barbara, CA 93101, to consider approval of CPESAZ Liquidating, Inc., et al.'s Disclosure Statement. Community Provider of Enrichment Services, Inc., d/b/a CPES Inc., et al., in October 2020 won approval to sell their California assets to National Mentor Healthcare, LLC d/b/a California Mentor, which topped the auction with an offer of $9,350,000. The sale closed Nov. 16, 2020. In November 2020, the Debtors won approval to sell their Arizona assets to select bidders for $210,000. The Arizona purchased assets include 19 CapGrow leases that were assumed and assigned, which eliminated, at minimum, approximately $400,000 in potential rejection damages claims. The Debtors were renamed to CPESAZ Liquidating, Inc., et al., following the sale. The Debtors submitted a Chapter 11 Plan on Dec. 15, 2020, and an explanatory Disclosure Statement on Dec. 16, 2020. The Plan provides that all Holders of Allowed Administrative Claims, Allowed Priority Tax Claims, Allowed Secured Claims, Allowed Other Priority Claims, and Allowed General Unsecured Claims against the Debtors will be paid in full, in cash, up to the Allowed amount of their Claims. Additionally, Holders of Equity Interests will receive a distribution under the Plan. General unsecured claims are impaired under the Plan. The Liquidating Trustee will pay undisputed Allowed General Unsecured Claims within 60 days of the Effective Date. The Allowed amount of any Class 3 General Unsecured Claim will include all interest accrued from the Petition Date through the date of distribution at the Federal Judgment Rate; provided, however, that in the event that the Bankruptcy Court determines that another interest rate should apply the Debtors will modify the Plan accordingly. The Debtors will fund distributions under the Plan with cash on hand on the Effective Date and the revenues and proceeds of all assets of the Debtors, including the Sale Transaction proceeds and all Causes of Action not settled, released, discharged, enjoined, or exculpated under the Plan or otherwise on or prior to the Effective Date. A full-text copy of the Disclosure Statement dated December 16, 2020, is available at https://bit.ly/34BsGY8 from PacerMonitor.com at no charge. Counsel for the Debtors: JEREMY M. PELPHREY RYAN M. SALZMAN FAEGRE DRINKER BIDDLE & REATH LLP 1800 Century Park East, Suite 1500 Los Angeles, CA 90067 Telephone: (310) 203-4000 Facsimile: (310) 229-1285 Jeremy.Pelphrey@faegredrinker.com Ryan.Salzman@faegredrinker.com About Community Provider of Enrichment Services Community Provider of Enrichment Services, Inc., which conducts business under the name CPES, is a community human services and healthcare organization based in Tucson, Ariz. It offers a full range of community-based behavioral health services, substance abuse treatment, foster care, and intellectual and developmental disability supports with locations throughout Arizona and California. For more information, visit https://www.cpes.com/ CPES and its affiliate, Novelles Developmental Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-10554) on April 24, 2020. On Aug. 11, 2020, another affiliate, CPES California, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-15456). At the time of the filing, CPES reported $1 million to $10 million in both assets and liabilities while Novelles Developmental Services disclosed assets of $100,000 to $500,000 and liabilities of the same range. CPES California disclosed assets of $1 million to $10 million and liabilities of $100,001 to $500,000. Judge Deborah J. Saltzman oversees the cases. Debtors tapped Faegre Drinker Biddle & Reath LLP as their legal counsel and CohnReznick Capital Market Securities, LLC as their investment banker. Timothy J. Stacy is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. He is represented by Resnik Hayes Moradi, LLP. COMTECH CORPORATION: Egan-Jones Withdraws B- Senior Unsec. Ratings ------------------------------------------------------------------ Egan-Jones Ratings Company, on January 4, 2021, withdrew its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by Comtech Telecommunications Corporation. EJR also withdrew its 'B' rating on commercial paper issued by the Company. Headquartered in Huntington, New York, Comtech Telecommunications Corp. Comtech Telecommunications Corp. designs, develops, and manufactures technology electronic products and systems. CONGOLEUM CORP: Ashland, Givaudan Object to Plan & Disclosures -------------------------------------------------------------- Ashland LLC, its subsidiary International Specialty Products Inc., and Givaudan Fragrances Corporation object to (i) confirmation of the First Amended Joint Plan of Liquidation of Congoleum Corporation and the Official Committee of Unsecured Creditors, and (ii) final approval of the First Amended Disclosure Statement. "[F]inal approval of the Disclosure Statement should be denied because there was inadequate disclosure regarding the preclusive effects of the proposed findings in favor of Bath Iron Works Corporation ("BIW") that would be contained in the order confirming the Plan. In addition, the Plan should not be confirmed if the Confirmation Order contains such preclusive findings," the Environmental Claimants assert. Both Ashland and Givaudan ("Environmental Claimants") hold substantial liquidated and unliquidated claims arising under state and federal environmental protection laws related to response costs incurred in the Lower Passaic River to address contamination emanating from an industrial site in Kearny, NJ, the responsibility for which Congoleum and BIW have been litigating for years. The Environmental Claimants point out: * The Disclosure Statement fails to provide the Environmental Claimants and the other unsecured environmental creditors with adequate information as defined in Section 1125(a)(1) of the Bankruptcy Code. * The Plan Proponents were well aware of the breadth and impact of the Findings, but the Disclosure Statement says absolutely nothing meaningful about them. It merely states the anticipated settlement requires the Court to make "certain findings of fact." This fails to meet the requirement that the Disclosure Statement provide adequate information to Congoleum's creditors to determine how to vote on the Plan. Environmental Claimants further point out that the third-party releases would be inappropriate in a confirmed Plan. "The proposed findings force the release of potentially very valuable claims by third parties for the benefit of a non-debtor. The Debtor has no remaining operations and is liquidating; thus, the releases do not serve an important purpose for a reorganization. The releases serve only one purpose: to inoculate BIW against future environmental clean-up liabilities. The Court simply should not make findings that the releases are fair and equitable," the Environmental Claimants added. Alternatively, a notice or revised ballot where creditors could "opt-out" of the Findings, where the failure to respond would not be deemed consent, would resolve their improper release concerns, the Environmental Claimants tell the Court. Attorneys for Ashland LLC, International Specialty Products Inc. and Givaudan Fragrances Corporation: Jeremy M. Campana, Esq. THOMPSON HINE LLP 3900 Key Center 127 Public Square Cleveland, Ohio 44114-1291 Tel: (216) 566-5936 Fax: (216) 566-5800 E-mail: jeremy.campana@thompsonhine.com About Congoleum Corp. Founded in 1886, Congoleum Corporation -- https://www.congoleum.com/ -- manufactures and sells vinyl sheet and tile products for both residential and commercial markets. Its products are used in remodeling, manufactured housing, new construction, commercial applications, and recreational vehicles. Congoleum was started in 1828, in Kirkaldy, Scotland, as a manufacturer of heavy canvas sailcloth, sold to manufacturers of floorcloth, which was a precursor to linoleum. The Company first filed for Chapter 11 protection on Dec. 31, 2003 (Bankr. D.N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Congoleum's reorganization plan became effective as of July 1, 2010. By operation of the reorganization plan, American Biltrite's ownership interest in Congoleum was eliminated and new shares in Congoleum were issued to certain of Congoleum's prepetition creditors. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represented the Debtors. Congoleum Corporation again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13, 2020. The petition was signed by Christopher O'Connor, the CEO/president. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Honorable Michael B. Kaplan presides over the present case. In the present case, Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W. Hollander, Esq. of Cole Schotz P.C. serve as counsel to the Debtor. B. Riley FBR, Inc. serves as financial advisor and investment banker to the Debtor; and Phoenix Management Services, LLC, as financial advisor. Prime Clerk LLC is the claims and noticing agent. CONSTELLATION BRANDS: Egan-Jones Hikes Senior Unsec. Ratings to BB+ ------------------------------------------------------------------- Egan-Jones Ratings Company, on January 8, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Constellation Brands Incorporated to BB+ from BB. Headquartered in Victor, New York, Constellation Brands, Inc. produces and markets alcoholic beverages in North America, Europe, and Australia, and New Zealand. COUNTRY CLUB: Unsecureds to Get At Least 50% in Adult Club's Plan ----------------------------------------------------------------- A hearing will be held to consider debtor Country Club's First Amended Disclosure Statement on Jan. 28, 2021 at 11:00 a.m. in Courtroom 1203, Atlanta. Country Club submitted a First Amended Disclosure Statement for First Amended Plan of Reorganization on Dec. 16, 2020. The Debtor operates the adult entertainment business known as the Goldrush Showbar. The Plan provides for Teri G. Galardi individually to infuse new capital into the Reorganized Debtor and for the Reorganized Debtor to fund its ordinary expenses through continued operations. Teri G. Galardi Separate Property Trust is the current owner of the shares of Debtor (the "Old Equity"). Under the Plan, the Old Equity will be terminated, and new shares issued in Reorganized Debtor to Teri G. Galardi, individually. The Plan contemplates Teri G. Galardi ("Ms. Galardi") will invest cash on the Effective Date of $200,000 to be used to partially fund the Plan (the "Galardi Funds"). After Debtor makes payments to creditors using the Galardi Funds under the terms of the Plan, the Debtor then will provide payments of $5,000 per month for 30 months from its net operating income to fund the Plan, primarily Class 6. Ms. Galardi will contribute funds if the Debtor does not have sufficient net operating income to make this plan payment. Upon the Effective Date, the Galardi Funds will pay Administrative Expenses, taxes currently estimated to be $78,000 due to the Georgia Department of Revenue, but excluding professional fees awarded. The Galardi Funds also shall be used to pay allowed Class 1 Tax claims, Class 2 Allowed Priority Unsecured Claim of $12,850, Class 3 Carlson Lynch Claimants, Class 4 Unliquidated FLSA Claimants, Class 5 Trade Creditors. Then the Debtor will pay Class 6 Dudley Claimants. The Reorganized Debtor will pay the non-priority unsecured creditor claims as follows: Class 3 Carlson Lynch Claimants will receive 50% of their filed claims, estimated payments for these four claimants are $40,000 total; Class 4 Unliquidated FLSA Claimants will each receive a lump sum one-time $10,000 payment for a total of $40,000; Class 5 Trade Creditor Claimant, Schulten Ward, will receive 50% of its filed claim in the amount of $10,495; and Class 6 Dudley Claimants will receive 80% of their filed claims over 30 months with pro rata payments made quarterly from Reorganized Debtor's $5,000 per month payments for an aggregate total Distribution of $142,740. The payments will commence on the Effective Date for the Administrative Expenses, Classes 1, 2, 3, 4, and 5, and thereafter for Class 6 on the first day of the quarter immediately following the Effective Date. Class 7 consists of four claims filed by Pro Se claimants that lack documentation and to which Debtor objects. The Debtor will not pay these claims as it believes the claims have no merit. A full-text copy of the Disclosure Statement dated Dec. 16, 2020, is available at https://bit.ly/3mS1SsW from PacerMonitor.com at no charge. A full-text copy of the Notice dated Dec. 16, 2020, is available at https://bit.ly/3nSScjj from PacerMonitor.com at no charge. Attorneys for the Debtor: Louis G. McBryan McBRYAN, LLC 6849 Peachtree Dunwoody Rd Building B-3, Suite 100 Atlanta GA 30328 Tel: (678) 733-9322 About Country Club and Trop Inc. Trop, Inc., is a privately held company that owns the Pink Pony, an adult entertainment club in Atlanta, Georgia. The club began operations in 1990. Country Club, Inc., operates the adult entertainment business known as the Goldrush Showbar, which began operations in 1993. It is located at 2608 Metropolitan Parkway, Atlanta, Georgia in southwest Atlanta. Trop, Inc., filed a Chapter 11 petition (Bankr. N.D. Ga. Case No.18-65726) on Sept. 19, 2018. In the petition signed by Teri Galardi, chief executive officer, the Debtor estimated $500,000 to $1 million in assets and $1 million to $10 million in liabilities. Louis G. McBryan, Esq., at McBryan, LLC, is the Debtor's bankruptcy counsel. Schulten Ward Turner & Weiss, LLP, and the Law Offices of Aubrey T. Villines, Jr., serve as special counsel. Country Club Inc. filed a Chapter 11 petition (Bankr. N.D. Ga. Case No. 18-bk-66879) on Oct. 5, 2018. CPI HOLDCO: ZeptoMetrix Acquisition No Impact on Moody's B3 CFR --------------------------------------------------------------- Moody's Investors Service said that CPI Holdco, LLC's ("Cole-Parmer") announced acquisition of ZeptoMetrix Corporation for approximately $325 million (including fees & expenses) is credit negative, as as it will delay the company's deleveraging, and will increase interest expense by approximately $11 million, annually. However, there is no impact on Cole-Parmer's B3 Corporate Family Rating, the B2 rating on the first lien term loan or the stable outlook. Cole-Parmer is a global distributor and manufacturer of specialty lab products that control, measure, transfer and test fluids, solids and gases. The company was acquired by GTCR LLC in October 2019. Pro forma revenue for the twelve months ended September 30, 2020 was approximately $509 million. CRACKED EGG: Court To Grant Allegheny's Bid To Lift Automatic Stay ------------------------------------------------------------------ Judge Jeffrey A. Deller will grant the Motion for Relief From Automatic Stay filed by the County of Allegheny, through the Allegheny Health County Department, to pursue enforcement proceedings against The Cracked Egg, LLC, for violation of various mitigation measures ordered by the Commonwealth of Pennsylvania to protect against the spread of Covid-19. On July 2020, Pennsylvania's Secretary of Health, Rachel Levine, M.D., had issued Covid-19 Control Measures Orders, consisting of the Universal Face Covering Order and the Mitigation Order. The Universal Face Covering Order consisted of certain orders requiring the use of face coverings at indoor locations where the public is generally admitted and while engaged in work, including at restaurants. The Mitigation Order required restaurants to limit occupancy to 25% of stated fire code maximum occupancy for indoor dining and to limit occupancy at discrete indoor events or gatherings to 25 persons. The Mitigation Order also counted staff towards the occupancy limits, and required physical distancing, masking, and other mitigation measures to protect workers and patrons. The Cracked Egg was found to have violated the Covid-19 Control Measure Orders prior to the commencement of its bankruptcy case, and continues to violate the Covid-19 Control Measure Orders. The public facing employees of The Cracked Egg were observed not wearing face masks. Patrons were observed being admitted into the restaurant and bar area not wearing masks. The Cracked Egg had also been accused of not honoring physical distancing and other requirements set forth in the Covid-19 Control Measure Orders. The Cracked Egg's operating permit was suspended by the County Health Department on August 2020. The County Health Department also ordered The Cracked Egg's facility to close. However, The Cracked Egg ignored the County Health Department's order, and continues to do so. The County Health Department then commenced a civil enforcement action against The Cracked Egg in the Court of Common Pleas of Allegheny County, Pennsylvania at No. GD-20-9809. This action was filed on September 4, 2020, and was pending when The Cracked Egg filed its bankruptcy case on October 9, 2020. Given the pending bankruptcy, the County Health Department asked the Court to lift the automatic stay, so that it may prosecute its enforcement action against The Cracked Egg. Judge Deller found that the County Health Department's motion had merit and should be granted. He said that the mere fact that a debtor has filed for bankruptcy protection does not obviate the requirement that a debtor abide by applicable law. Judge Deller explained that "the automatic stay in bankruptcy is a shield and not a sword designed to afford a party with a litigation advantage. While the automatic stay in bankruptcy is designed to afford the honest but unfortunate debtor with respite from creditor collection activities, the extent or reach of the automatic stay is not absolute." The Cracked Egg alleged that the Covid-19 Control Measure Orders were un-constitutional and that the County Health Department's Motion for Relief From Automatic Stay should be denied because it was ultra vires. The Court declined to go into the ultimate merits of the Covid-19 Control Measure Orders. Among other reasons, Judge Deller said "nothing in section 362(b)(4)'s police or regulatory power exception to the automatic stay conditions its application upon this Court making a gatekeeper determination as to whether an exercise of police or regulatory power is proper in the first instance." He also said that "to the extent this Court has a general equitable power under 11 U.S.C. Section 105(a) to entertain the Debtor's request, the outer boundaries of this Court's equitable power is the Bankruptcy Code itself... this Court is not undertaking an exhaustive analysis of the constitutional issues presented by the Debtor's challenge to the Covid-19 Control Measure Orders." The case is IN RE: THE CRACKED EGG, LLC., Chapter 11, Debtor. COUNTY OF ALLEGHENY, a political subdivision of the Commonwealth of Pennsylvania, Movant, v. THE CRACKED EGG, LLC, Respondent, Case No. 20-22889-JAD (Bankr. W.D. Pa.). A full-text copy of the Memorandum Opinion, dated January 7, 2021, is available at https://tinyurl.com/yxtws4at from Leagle.com. About The Cracked Egg LLC The Cracked Egg LLC is family-owned and operated culinary driven gourmet eatery in Brentwood, Pennsylvania that serves breakfast and lunch. Cracked Egg filed a Chapter 11 petition (Bankr. W.D. Pa. Case No. 20-22889) on Oct. 9, 2020. In the petition signed by Kimberly Waigand, the owner, the Debtor was estimated to have less than $50,000 in assets and $100,000 to $500,000 in liabilities. Robert O Lampl Law Office and BeanCounters Tax and Accounting Services serve as the Debtor's legal counsel and accountant, respectively. DESARROLLADORA VILLAS: Settles PR Farm's $500K Claim for $380K -------------------------------------------------------------- Desarrolladora Villas De San Blas, S.E., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization and an explanatory Disclosure Statement on Jan. 8, 2021. A hearing on the Disclosure Statement is scheduled for March 11, 2021, at 1:30 p.m. at Microsoft Teams Video & Audio Conferencing and/or Telephonic Hearings. According to the Disclosure Statement, the Debtor's principal asset is a parcel of land of little over 41 cuerdas which are undeveloped and located at Carr. 702, Km. 1.4, Bo. Palmarejo de Coamo, Coamo, Puerto Rico. This property is encumbered with two mortgage deeds in favor of Puerto Rico Farm Credit. The immediate reason that triggered the filing of this bankruptcy petition was the imminent enforcement of a Writ of Execution against the real property of the Debtor by Puerto Rico Farm Credit. To this date, the Debtor has received two proofs of claim forms asserting approximately $500,161 in claims. The Debtor has reviewed the asserted claims and addressed them through specific stipulations. Puerto Rico Farm Credit filed two proof of claims on Feb. 20, 2020. On Jan. 4, 2021, the Debtor and PR Farm Credit filed a stipulation, which is still pending for Court approval. The parties have fixed the amount of the secured amount and indebtedness as a whole, in a total of $380,000, payable in 20 years since January 2021. Accordingly, upon the Debtor's compliance with the stipulation and related payments such debt will be deemed paid in full, satisfied and extinguished. In abundance of caution, it should be understood that no deficiency will be collected to the Debtor nor any guarantor after the (a) approval of the stipulation; (b) the confirmation of plan of reorganization and/or (c) the repayment of the secured and fixed amount of $380,000, while the terms and payments are kept in full compliance with the plan and stipulation. Only for purposes of the upcoming hearings and voting purposes, PR Farm Credit will be considered and unsecured claim for any amount over $380,000 and will retain its rights to cast a vote as an unsecured creditor within such class, although no distribution will be made on account of such unsecured portion. Class 3 General Unsecured Creditors includes for voting purposes the unsecured portion of PR's claim in the amount of $120,161. However, no dividend will be disbursed to the creditors under this class. The members of the Special Partnership that is the Debtor are Mr. Guillermo Antonio Serracante Gierbolini, Mrs. Ana Maria Cadilla Arribas, and Mr. Antonio Renan Serracante. Each own equal parts of Debtor, equating to 33% each. Upon confirmation of the Plan, members will retain their interest and participation in the partnership in equal amount and nature as before the filing of the bankruptcy proceeding. The Debtor will have sufficient funds to make all payments due under the Plan. The funds will be obtained from members of debtors and related third parties. In addition, on Dec. 18, 2020 the Debtor executed a lease agreement with an unrelated third party which is aimed to develop a telecommunications antenna within the real property of the estate, and which is claimed as collateral by Farm Credit. Upon the proper development of the structure, such unrelated third party will commence the payment of monthly rents for the rented space. Such payment will even be remitted directly to the secured creditor thereby busting and improving the funding of the Plan. This lease agreement has been filed with the Court on this same date Jan. 8, 2021 and is pending for approval. A full-text copy of the Disclosure Statement dated Jan. 8, 2021, is available at https://bit.ly/2LlBCLa from PacerMonitor.com at no charge. Attorney for Debtor: Lugo Mender Group, LLC 100 Carr. 165 Suite 501 Guaynabo, P.R. 00968-8052 Tel.: (787) 707-0404 Fax: (787) 707-0412 About Desarrolladora Villas Desarrolladora Villas De San Blas, S.E., is a Special Partnership organized pursuant the laws of the Commonwealth of Puerto Rico and was chartered on May 8, 1998. Its principal asset is a parcel of land of little over 41 cuerdas which are undeveloped and located at Carr. 702, Km. 1.4, Bo. Palmarejo de Coamo, Coamo, Puerto Rico. Desarrolladora Villas De San Blas filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 20-00087) on Jan. 14, 2020. The Debtor is represented by Alexis A. Betancourt Vincenty, Esq. of LUGO MENDER GROUP, LLC. DESTILERIA NACIONAL: Feb. 12 Plan & Disclosure Hearing Set ---------------------------------------------------------- On Dec. 31, 2020, creditor Miramar Brewing LLC filed a Chapter 11 Small Business Plan and a Disclosure Statement for debtor Destileria Nacional Inc. On Jan. 8, 2021, Judge Enrique S. Lamoutte conditionally approved the Disclosure Statement and ordered that: * Feb. 12, 2021 at 10:00 a.m., via Microsoft Teams is the hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan. * Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 10 days prior to the date of the hearing on confirmation of the Plan. * Any objection to the final approval of the Disclosure Statement and/or the confirmation of the Plan will be filed on/or before 10 days prior to the date of the hearing on confirmation of the Plan. * The Debtor or moving party will file with the Court a statement setting forth compliance with each requirement in Section 1129, the list of acceptances and rejections and the computation of the same, within seven working days before the hearing on confirmation. As reported in the TCR, the Debtor has proposed a Plan that provides that holders of general unsecured claims in the aggregate sum of approximately $489,835 will receive payment from the sum of $437,901, equivalent to 90 percent of the total amount of claims, to be distributed pro rata, on the Effective Date. Holders of equity interests on the Debtor will receive no distributions under the Plan on account of their interests. A full-text copy of Miramar's Disclosure Statement dated Dec. 31, 2020, is available at https://bit.ly/2KZR6Ef from PacerMonitor.com at no charge. A full-text copy of the Disclosure Statement Order entered Jan. 8, 2021, is available at https://bit.ly/2XzjtMc About Destileria Nacional Destileria Nacional, Inc., a beer manufacturer headquartered in Guaynabo, P.R., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-01247) on March 6, 2020. At the time of the filing, the Debtor estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor hired Isabel Fullana-Fraticelli & Asoc. PSC as its legal counsel. DR. PROCTOR: All Classes Unimpaired in Plan ------------------------------------------- Dr. Proctor & Associates submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement on Jan. 4, 2021. The Plan is premised on the Debtor' present and future income under the Plan as well as the Debtor's continued operation of the business at a satisfactory level. The Debtor's business operates from the contracts received in the performance of services for Special Needs clients. Currently, the Debtor has two active contracts commencing on Nov. 1, 2020 and January 2021. The Fusion Consulting LLC contract is for $126,000, and the "Private Pay" clients revenue totals $28,800 per annum. Class 1 Non-priority tax claims, Class 2 Abdow & Abdow, LLC claim, and Class 3 WSSC general unsecured claim are all unimpaired under the Plan. The Class 3 claims of creditor WSSC of $2,682 will be paid in full. A full-text copy of the Disclosure Statement dated Jan. 4, 2021, is available at https://bit.ly/3bhveiw from PacerMonitor.com at no charge. Attorney for the Debtor: The Johnson Law Group, LLC William C. Johnson, Jr., Esq. 6305 Ivy Lane, Suite 630 Greenbelt, Maryland 20770 Tel: (202) 525-2958 Fax (301) 288-7473 About Dr. Proctor & Associates Dr. Proctor & Associates, formerly Kids R 1st, LLC, offers a range of programs and services that enhance growth, independence, and quality of life for individuals with special needs, including children, adolescents, adults with Autism Spectrum Disorder and other developmental disabilities. Dr. Proctor & Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19022) on Oct. 5, 2020. At the time of the filing, the Debtor estimated assets of between $100,001 and $500,000 and liabilities of less than $50,000. William C. Johnson, Jr., Esq., serves as the Debtor's legal counsel. FERRELLGAS PARTNERS: Moody's Cuts PDR to C-PD on Bankruptcy Filing ------------------------------------------------------------------ Moody's Investors Service downgraded Ferrellgas Partners L.P. (Ferrellgas Partners) Probability of Default Rating to D-PD from Ca-PD/LD following the company's announcement that it filed for protection under Chapter 11 of the US Bankruptcy Code on January 11, 2021. Ferrellgas Partners' other ratings were affirmed including its Caa3 Corporate Family Rating and C ratings on the company's senior unsecured notes rating. The Speculative Grade Liquidity Rating remains SGL-4. The rating outlook was changed to stable. Concurrently, Moody's assigned a Caa3 CFR and a Caa3-PD PDR to Ferrellgas, L.P. (Ferrellgas). Ferrellgas is not part of the bankruptcy filing but has outstanding rated debt. Moody's also affirmed Ferrellgas' B3 senior secured notes rating, downgraded its senior unsecured notes to Ca from Caa3, and assigned it an SGL-4 Speculative Grade Liquidity Rating. The rating outlook was changed to stable. Assignments: Issuer: Ferrellgas, L.P. Speculative Grade Liquidity Rating, Assigned SGL-4 Corporate Family Rating, Assigned Caa3 Probability of Default Rating, Assigned Caa3-PD Downgrades: Issuer: Ferrellgas Partners L.P. Probability of Default Rating, Downgraded to D-PD from Ca-PD /LD Issuer: Ferrellgas, L.P. Senior Unsecured Regular Bond/Debenture, Downgraded to Ca (LGD4) from Caa3 (LGD3) Affirmations: Issuer: Ferrellgas Partners L.P. Corporate Family Rating, Affirmed Caa3 Senior Unsecured Regular Bond/Debenture, Affirmed C (LGD5) Issuer: Ferrellgas, L.P. Senior Secured Regular Bond/Debenture, Affirmed B3 (LGD2) Outlook Actions: Issuer: Ferrellgas Partners L.P. Outlook, Changed To Stable From Negative Issuer: Ferrellgas, L.P. Outlook, Changed To Stable From Negative RATINGS RATIONALE Ferrellgas Partners' Chapter 11 bankruptcy filing has resulted in a downgrade of its PDR to D-PD, reflecting the company's default on its debt agreements. Shortly following this rating action, Moody's will withdraw all of Ferrellgas Partners' ratings. The Transaction Support Agreement filed under Ferrellgas Partners' pre-packaged Chapter 11 plan calls for conversion of not only Ferrellgas Partners' debt into equity, but also for addressing Ferrellgas' unsecured debt maturities. Under the TSA, Ferrellgas plans to issue new or additional notes, enter into a new revolving credit facility, issue new preferred equity at either Ferrellgas or Ferrellgas Partners to redeem Ferrellgas' existing unsecured notes due 2021, 2022, and 2023. This Ferrellgas debt refinancing is planned to occur by April 4, 2021. Moody's understands that the company currently does not have committed financing in place to refinance Ferrellgas' unsecured debt and therefore the refinancing plan is subject to capital market risk. Ferrellgas' Caa3 CFR reflects the challenges it faces in growing EBITDA for its core propane distribution operations and in further reducing its still high financial leverage. Despite the elimination of its parent's debt through the bankruptcy process, Ferrellgas' leverage will remain elevated at around 7.5x-8x with about $1 billion of debt maturing through January 2022. The compressed debt maturity schedule and still high leverage leave substantial execution risk to complete the contemplated refinancing. From a fundamental perspective, Ferrellgas is greatly exposed to the seasonal nature of propane sales with significant dependency on cold weather months and the associated volatility in cash flows. The rating considers the company's substantial scale and geographic diversification that facilitate cost efficiencies in the fragmented propane distribution industry, its utility-like services that provide a base level of revenue, and a propane tank exchange business which generates complementary cash flows during summer months. Ferrellgas' $700 million secured debt due 2025 is rated B3, three notches above the Caa3 CFR, given its first lien priority claim in the capital structure and the lack of a cross-default provision with respect to the bankruptcy of Ferrellgas. However, given the still high amount of debt on the balance sheet, Moody's believes the B3 rating is more appropriate than that suggested by the Moody's Loss Given Default methodology. Ferrellgas also has $500 million in 6.5% senior unsecured notes due 2021, $475 million 6.75% senior unsecured notes due 2022, and $500 million 6.75% senior unsecured notes due 2023. Ferrellgas' senior unsecured notes are rated Ca, one notch below the CFR, due to their structural subordination to the company's secured debt. Moody's views Ferrellgas' liquidity as weak through 2021 mainly due to modest free cash flow generation and its approaching maturities of $500 million in May 2021, and $475 million in January 2022. There will be a continued need for growth capex but liquidity isn't hampered by quarterly distributions. The company' working capital needs are highly seasonal, with peak borrowings during the winter season that can fluctuate significantly with volatile propane prices. The company also has an accounts receivable (A/R) securitization facility, which provides a variable monthly borrowing limit ranging from $175 million to $250 million. If the company can successfully execute its refinancing as contemplated under the TSA, then its liquidity could improve to adequate depending on the amount of available cash, revolving credit availability and maturity profile following the refinancing. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ferrellgas ratings could be downgraded if Moody's views on expected recoveries were to worsen or if the company does not complete its contemplated refinancing. A ratings upgrade is unlikely without a refinancing of near-term maturities, establishing adequate liquidity, and significant debt reduction. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Ferrellgas, L.P. (Ferrellgas), is an operating subsidiary of Ferrellgas Partners, owns and operates propane distribution businesses based in Overland Park, Kansas. FERRELLGAS PARTNERS: Moves Forward With $357M Debt-for-Equity Plan ------------------------------------------------------------------ Leslie A. Pappas of Bloomberg Law reports that Ferrellgas' two bankrupt subsidiaries will move forward with a Chapter 11 restructuring plan to covert $357 million of debt into equity. The pre-packaged plan, which was the subject of a first-day hearing at the U.S. Bankruptcy Court for the District of Delaware Tuesday, January 12, 2021, also received objections from a creditor claiming it's owed $100 million. The subsidiaries, Ferrellgas Partners LP and Ferrellgas Partners Finance Corp., filed for bankruptcy in Delaware Monday, January 11, 2021, after they couldn't pay back $357 million of unsecured senior notes that matured in June 2020. The cases are being administered together. About Ferrellgas Partners Ferrellgas Partners, L.P. ("HoldCo") is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and Ferrellgas, L.P. Partners Finance is a Delaware corporation formed in 1996 and has nominal assets, no employees and does not conduct any operations, but solely serves as co-issuer and co-obligor for the 2020 Notes. Ferrellgas, primarily through Ferrellgas, L.P., is a distributor of propane and related equipment and supplies to customers in the United States. Ferrellgas' market areas for residential and agricultural customers are generally rural while the market areas for industrial/commercial and portable tank exchange customers are generally urban. On Jan. 11, 2021, Ferrellgas Partners Finance Corp. and Ferrellgas Partners, L.P., sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10020 to 21-10021). The operating company, Ferrellgas LP, did not file a Chapter 11 petition. Ferrellgas Partners, L.P., was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. The Hon. Mary F. Walrath is the case judge. The Debtors tapped SQUIRE PATTON BOGGS (US) LLP as primary restructuring counsel; CHIPMAN, BROWN, CICERO & COLE, LLP, as Delaware bankruptcy counsel; MOELIS & COMPANY LLC as investment banker; and RYNIKER CONSULTANTS as financial advisor. PRIME CLERK LLC is the claims agent. FIELDWOOD ENERGY: Cannot Skip Cleanup Cost, Says Exxon ------------------------------------------------------ Law360 reports that Exxon Mobil Corp. units are trying to block confirmation of a Chapter 11 plan for debt-laden oil exploration company Fieldwood Energy LLC that the Exxon companies say would unfairly put them on the hook for the expensive cleanup of plugging old oil and gas wells. XTO Energy Inc., HHE Energy Co. and XH LLC said Tuesday that Fieldwood's plan would shift financial obligations back onto them for as many as 185 oil and gas leases in the Gulf of Mexico even though the companies sold those leases to Fieldwood nearly 10 years ago. About Fieldwood Energy LLC Fieldwood Energy LLC -- http://www.fieldwoodenergy.com/-- is a portfolio company of Riverstone Holdings focused on acquiring and developing conventional assets, primarily in the Gulf of Mexico region. It is the largest operator in the Gulf of Mexico owning an interest in approximately 500 leases covering over two million gross acres with 1,000 wells and 750 employees. Fieldwood Energy and its 13 affiliates previously sought Chapter 11 protection (Bankr. S.D. Texas Lead Case No. 18-30648) on Feb. 15, 2018, with a prepackaged plan that would deleverage $3.286 billion of funded by $1.626 billion. On Aug. 3, 2020, Fieldwood Energy and its 13 affiliates again filed voluntary Chapter 11 petitions (Bankr. S.D. Tex. Lead Case No. 20-33948). Mike Dane, senior vice president, and chief financial officer signed the petitions. At the time of the filing, the Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge David R. Jones oversees the cases. The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Houlihan Lokey Capital, Inc. as an investment banker, and AlixPartners, LLP as financial advisor. Prime Clerk LLC is the claims, noticing, and solicitation agent. The first-lien group has employed O'Melveny & Myers LLP as its legal counsel and Houlihan Lokey Capital, Inc. as its financial advisor. The RBL lenders have employed Willkie Farr & Gallagher LLP as their legal counsel and RPA Advisors, LLC as their financial advisor. The cross-holder group has tapped Davis Polk & Wardwell LLP as its legal counsel and PJT Partners LP as its financial advisor. The committee of unsecured creditors tapped Stroock & Stroock & Lavan, LLP, as counsel, Cole Schotz P.C., as co-counsel, and Conway MacKenzie, LLC as financial advisor. FORD STEEL: Feb. 9 Hearing on Disclosure Statement -------------------------------------------------- Judge Eduardo V. Rodriguez set an electronic hearing to consider the approval of the Disclosure Statement of Ford Steel, LLC, for Feb. 9, 2021 at 1:30 p.m. before the United States Bankruptcy Court, Houston Division. Feb. 2, 2021 is fixed as the last day for filing and serving written objections to the Disclosure Statement. As reported in the TCR, Ford Steel filed a Plan of Reorganization that proposes the continuation of the Debtor's businesses utilizing the profits to fund the plan over a 5 to 10 year period. Unsecured creditors owed $2,412,114 will be paid 100% of their claims in equal quarterly installments over a 10-year period. A full-text copy of the Disclosure Statement dated Dec. 31, 2020, is available at https://bit.ly/353QSCN from PacerMonitor at no charge. About Ford Steel Ford Steel, LLC, is in the business of steel product manufacturing from purchased steel. It fabricates for a wide variety of industries including the petrochemical industry, waste water treatment, transmission communication and broadcast towers, mining, and oil and gas industries. On the Web: http://www.fordsteelllc.com/ Ford Steel filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No. 20-34405) on Sept. 1, 2020. Herbert C. Jeffries, managing member, signed the petition. The Debtor was estimated to have $1 million to $10 million in both assets and liabilities at the time of the filing. Judge Eduardo V. Rodriguez oversees the case. Cooper & Scully, PC, serves as the Debtor's legal counsel. Muskat Mahony & Devine, LLP, and Currin Wuest Mielke Paul & Knapp, PLLC, serve as special counsel. FRANK & LUPE: Unsecured Creditors to be Paid in Full in 5 Years --------------------------------------------------------------- Frank & Lupe II, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization and a Disclosure Statement on January 8, 2021. The Debtor has adapted to the new circumstances, while the months following the Petition Date have presented significant Obstacles. The Debtors' reduced operations have also reduced expenses allowing the Debtor to weather the governmental regulations and the generally slower summer months. The Plan will allow the Debtor to address its outstanding tax obligations and other debt through a reasonable repayment plan. This will allow the Debtor to open up cash flow as it returns to normal operations. As a restaurant business, restaurant equipment and food inventory comprise the majority of the Debtor's assets. While it constantly rotates, the Debtor keeps approximately $8,000 of perishable food items on hand. The Debtor's restaurant equipment includes various furniture, tableware, electronics, office supplies, and kitchen equipment. The Debtor values its restaurant equipment at approximately $75,000. In addition, the Debtor has certain business and restaurant licenses that present no marketable value. The Debtor has not other material assets. Class I(a) solely consists of the Allowed Secured Claim of IRS relating to its federal tax lien arising out of various Notices of Federal Tax Lien filed with the Maricopa County Record's Office and the Arizona Secretary of State. The Debtors will pay Class I(a) in full through 60 equal monthly payments of $1,603 beginning on the Effective Date and continuing on the same day every month thereafter until paid in full. The IRS shall retain its lien in the Debtor's prepetition property to the extent provided by 26 U.S.C. Sec. 6321 up to value of the outstanding Class I(a) Claim. Class I(b) solely consists of the Allowed Secured Claim of ADOR relating to its state tax lien arising out of various filed Notices of State Tax Lien with the Maricopa County Record's Office and the Arizona Secretary of State. The Debtors will pay Class I(b) in full through 60 equal monthly payments of $137.42 beginning on the Effective Date and continuing on the same day every month thereafter until paid in full. Class II Allowed Unsecured Claims will be paid in full over five years. The Class II Claims will not accrue interest. The Debtor will pay Class II Claims their pro rata share of five annual payments beginning on the Initial Payment Date and continuing on the same day each year thereafter until the Debtor completes all the aggregate payments. Upon receipt of any such funds, the Debtor will also distribute the net proceeds of any of its Estate's avoided and recovered transfers under Code Sec. 542, 547, 548, 549, and 550, after paying all attorneys' fees and costs incurred in pursuing such avoidance and recovery, until Class II claims are paid in full. Upon the Effective Date, ownership will be fully vested in Frank and Maria Bernal under to the same prepetition ownership terms. Piero Aviles will continue as the Debtor's manager. The Debtor will fund payments under the Plan through postpetition revenue and income. On the Effective Date, the Debtor will use current funds on hand and a $2,000 infusion of New Value from the Bernals to pay necessary Administrative Claims. The Debtor will fund periodic payments to Creditors through its post confirmation monthly revenue. A full-text copy of the Disclosure Statement dated January 8, 2021, is available at https://bit.ly/3qhOWPl from PacerMonitor.com at no charge. Attorneys for the Debtor: Thomas H. Allen Philip J. Giles David B. Nelson ALLEN BARNES & JONES, PLC 1850 N. Central Ave., Suite 1150 Phoenix, Arizona 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 E-mail: tallen@allenbarneslaw.com pgiles@allenbarneslaw.com dnelson@allenbarneslaw.com About Frank & Lupe II Frank & Lupe II, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 20-02778) on March 16, 2020, disclosing under $1 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. oversees the case. The Debtor tapped Allen Barnes & Jones as its legal counsel, and A&A Accounting and Tax Services, LLC as its accountant. GARRETT MOTION: Equity Committee Hires Cowen as Investment Banker ----------------------------------------------------------------- The official committee of equity securities holders of Garrett Motion Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain Cowen and Company, LLC as its investment banker. The Committee requires Cowen to: a. assist the Equity Committee in evaluating the assets and liabilities of the Debtors; b. assist the Equity Committee in reviewing and analyzing the financial and operating statements of the Debtors; c. assist the Equity Committee in reviewing and analyzing the business plans and forecasts of the Debtors; d. assist the Equity Committee in evaluating the Debtors' liquidity, including financing alternatives; e. provide valuation or other financial analyses as the Equity Committee may reasonably request; f. assist the Equity Committee in analyzing the debt capacity of the Debtors; g. assist the Equity Committee in determining an appropriate capital structure for the Debtors; h. assist the Equity Committee in evaluating recapitalization alternatives for the Debtors; i. assist the Equity Committee in analyzing any proposed Sale; j. if requested by the Equity Committee, represent the Equity Committee in negotiations with the Debtors and other parties in interest; k. assist the Equity Committee in evaluating debtor-in-possession and exit financing alternatives; l. assist the Debtors in identifying and evaluating parties that may be interested in a Financing at the request of the Equity Committee; m. assist the Equity Committee in evaluating any KEIP, KERP, LTIP or any similar management incentive/retention program; n. if reasonably requested by the Equity Committee, submit affidavits or expert reports, appear in the Bankruptcy Court and/or offer testimony in connection with the Chapter 11 Cases; o. assist the Equity Committee in exploring and evaluating financing options/opportunities for the Debtors; p. if requested by the Equity Committee, attend meetings among the Equity Committee, the Debtors and other Stakeholders and advise the Equity Committee in connection therewith; and q. render such other financial advisory services as may from time to time be agreed upon by Cowen and the Equity Committee. Cowen will be paid as follows: a. Initial Fee. A non-refundable fee of U.S. $250,000 shall be payable upon Court approval of the Retention Application and in accordance with any applicable orders of the Bankruptcy Court, nunc pro tunc to the execution of the Engagement Letter (an "Initial Fee"). b. Monthly Fee. A non-refundable fee of U.S. $150,000 shall be payable upon Court approval of the Retention Application and in accordance with any applicable orders of the Bankruptcy Court, nunc pro tunc to the execution of the Engagement Letter, on every monthly anniversary of the Engagement Letter (a "Monthly Fee"). The Monthly Fee for the month of December 2020 shall be payable pro rata such that we shall not be paid for the first [] days of the month. c. Financing Fee. Only if, and to the extent, a Financing consisting of $800 million of preferred equity and $1.5 billion of senior indebtedness (or any such other amount(s) which is agreed to by the Equity Committee) that Cowen arranges (the "Target Financing Amount") is procured or facilitated by Cowen, a non-refundable fee payable at each closing of such Financing equal to the applicable percentage set forth below of the gross proceeds and/or aggregate principal amount (as applicable) of such Financing irrevocably committed or funded in connection with such Financing (whether or not actually drawn) (a "Financing Fee"): -- 1.5 percent for all debt senior to the preferred equity (collectively, "Senior Debt") subject to a cap amount of $25 million; -- 4.0 percent for equity or equity-linked securities (including, but not limited to, preferred securities and convertible notes) ("Equity-Linked Securities"); provided, however, that if such (i) financing is obtained from a party previously identified by the Equity Committee, such fees shall be reduced by 40 percent, (ii) Equity-Linked Securities are given in exchange to satisfy the claims of an existing creditor, no such fees shall be payable and/or (iii) the Target Financing Amount is procured by Cowen at a time that the Debtors have already obtained a committed plan, sale or recapitalization that offers a higher and better value to shareholders of Garrett Motion, Inc. than the Target Financing Amount, then no such Financing Fees shall be payable. d. Restructuring Fee. A fee equal to U.S. $2,250,000 payable upon the consummation of a Restructuring (a "Restructuring Fee"). e. Sale Fee. Only if, and to the extent, a Sale is facilitated or negotiated by the Equity Committee, a fee payable upon consummation of such Sale, equal to $2,250,000 (a "Sale Fee"). The Sale Fee shall be credited to the Restructuring Fee, if any. f. Out-of-Pocket Expenses. Subject to any applicable order of the Bankruptcy Court, Cowen shall be entitled to reimbursement for its documented reasonable out-of-pocket expenses (including travel and lodging, data processing and communications charges, courier services, information sources and reports and other appropriate expenditures) and any documented reasonable out-of-pocket expenses for fees and expenses of Cowen's outside counsel, if any. Lorie R. Beers, managing director of Cowen, assured the court that the firm is "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The banker can be reached through: Lorie R. Beers Cowen and Company, LLC 599 Lexington Avenue, 20th Floor New York, NY 10022 Tel: 646 562 1010 / 646 562 1250 Email: lorie.beers@cowen.com About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. GARRETT MOTION: Equity Committee Seeks to Hire Financial Advisor ---------------------------------------------------------------- The official committee of equity securities holders of Garrett Motion Inc. and its affiliates seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to retain MAEVA Group, LLC as its financial advisor. The Committee requires MAEVA to: a. advise and assist the Equity Committee in its review, assessment and development of the Debtors' business plan as well as projections of income and cash flow and the capital needs required to deliver such business plan; b. review and analyze the financial and operating statements of the Debtors; c. attend meetings held by the Debtors and other parties in the Chapter 11 Cases as requested by the Equity Committee; d. evaluate the assets and liabilities of the Debtors, including liabilities associated with indemnity agreements with respect to asbestos and tax liabilities between the Debtors and Honeywell International Inc.; e. evaluate the Debtors' capital structure and near-term liquidity; f. evaluate the Debtors' intellectual property; g. review proposals for the sale or recapitalization of the Debtors and/or their assets, whether made by the Debtors or any other party; h. participate in hearings before the Court and provide testimony as requested by the Equity Committee; i. prepare expert reports concerning any of the foregoing as requested by the Equity Committee; j. provide oral reports to the Equity Committee, as may be requested from time to time; and k. provide such other consulting services as may be agreed upon by MAEVA and the Equity Committee. MAEVA will be compensated as follows: a. a monthly fee of $175,000 payable to MAEVA by the Debtors, which shall continue to accrue until the expiration or termination of this Agreement pursuant to its terms; b. a final payment of $4 million payable to MAEVA by the Debtors on the effective date of the Debtors' Chapter 11 plan or consummation of a sale of substantially all of the Debtors' assets under Section 363 of the Bankruptcy Code; provided, however, (i) that MAEVA shall not be entitled to the Final Payment if the Equity Committee terminates the Agreement because of MAEVA's gross negligence or willful misconduct or if MAEVA terminates the Agreement; (ii) MAEVA shall not be entitled to the Final Payment if the Trigger Date occurs more than 12 months after the expiration or termination of the parties' Engagement Letter pursuant to its terms (other than termination by MAEVA); and (iii) 50 percent of all Monthly Payments accruing on or after June 1, 2021 shall be credited against the Final Payment; and c. the reimbursement by the Debtors of MAEVA's reasonable and documented out-of-pocket expenses incurred in performing its duties identified. MAEVA is a "disinterested person" within the meaning of Sections 101(14) and 328 of the Bankruptcy Code, according to court filing. MAEVA can be reached through: Harry J. Wilson Maeva Group LLC 7 Renaissance Square 3rd Floor White Plains, NY 10601 Phone: 1-914-623-8211 About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. GARRETT MOTION: Hires Anderson Kill as Consultant ------------------------------------------------- Garrett Motion Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Anderson Kill, P.C. as their consultant and expert witness. Anderson Kill will advise the Debtors in connection with the contested matter initiated by the Debtors' Motion Pursuant to Sections 105(a) and 502(c) of the Bankruptcy Code to Establish Procedures for Estimating the Maximum Amount of Honeywell's Claims and Related Relief [ECF No. 309], the adversary proceeding titled Garrett Motion Inc., et al. v. Honeywell International Inc., et al., Adv. Pro. No. 20-1223, and any claims, defenses, appeals, contested matters, or other proceedings, or portions of any of the foregoing, arising in or relating to the foregoing or to any claims that Honeywell International Inc. and its affiliates has or may assert against the bankruptcy estates or that may be asserted by the bankruptcy estates against Honeywell; and granting related relief. Anderson Kill will bill at a discounted hourly rate, which is $998 per hour for Robert M. Horkovich, managing shareholder. Mr. Horkovich assures the court that Anderson Kill is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code; does not provide services to any person or entity having an interest adverse to the Debtors in connection with these chapter 11 cases; and does not hold or represent an interest adverse to the Debtors' estate with respect to the matters on which it is employed. The firm can be reached through: Robert M. Horkovich Anderson Kill, P.C. 1251 Avenue of the Americas New York, NY 10020 Phone: 212-278-1322 Email: rhorkovich@andersonkill.com About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. GARRETT MOTION: Hires KCIC LLC as Consultant -------------------------------------------- Garrett Motion Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ KCIC, LLC as their consultant and expert witness. KCIC, LLC will bill its standard hourly rates, which range from $150 to $850 per hour. Jonathan R. Terrell, president of KCIC, assures the court that the firm is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code; does not provide services to any person or entity having an interest adverse to the Debtors in connection with these chapter 11 cases; and does not hold or represent an interest adverse to the Debtors' estate with respect to the matters on which it is employed. The firm can be reached through: Jonathan R. Terrell KCIC LLC 1401 I Street NW, Suite 1200 Washington, DC 20005 Phone: 202-650-0600 About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. GARRETT MOTION: Seeks Approval to Hire Consultant ------------------------------------------------- Garrett Motion Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Lester Brickman as a consultant and expert witness. Mr. Brickman will be compensated on an hourly basis, which is $900 per hour, and will receive reimbursement of actual and necessary expenses incurred in connection with its services to the the Debtors. Mr. Brickman assures the court that he does not hold or represent an interest adverse to the Debtors' estate with respect to the matters on which Brickman is employed and has no connection to the Debtors, their creditors, or any other party-in-interest. Mr. Brickman can be reached at: Lester Brickman Benjamin N. Cardozo School of Law 55 5th Avenue New York, NY 10003 Phone: 646-592-6429 Email: brickman@yu.edu About Garrett Motion Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs, manufactures and sells highly engineered turbocharger and electric-boosting technologies for light and commercial vehicle original equipment manufacturers and the global vehicle and independent aftermarket. Garrett Motion and its affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020. Garrett disclosed $2.066 billion in assets and $4.169 billion in liabilities as of June 30, 2020. The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn Emanuel Urquhart & Sullivan LLP as co-counsel, Perella Weinberg Partners and Morgan Stanley & Co. LLC as investment bankers, and AlixPartners LP as restructuring advisor. Kurtzman Carson Consultants LLC is the claims agent. On Oct. 5, 2020, the U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. White & Case LLP and Conway MacKenzie, LLC serve as the committee's legal counsel and financial advisor, respectively. GLOBAL CLOUD: Completes Financial Restructuring, Exits Chapter 11 ----------------------------------------------------------------- Global Cloud Xchange on Jan. 6, 2021, disclosed that effective Dec. 31, 2020, the Company's remaining U.S. regulated businesses and non-U.S. entities have successfully emerged from the Chapter 11 bankruptcy process following receipt of regulatory approvals. This completes the financial restructuring process of all the Company's business entities and follows the prior announcement of emergence from bankruptcy of its non-regulated businesses, which represented a vast majority of the global network and operations, on April 15, 2020. Through the Company's Plan of Reorganization, the Company reduced debt and gained a more robust capital structure with new financing and ownership to support long-term growth. This provides the Company with a platform to accelerate the introduction of new innovative connectivity solutions to its customers through automation and to drive the adoption of an end-to-end digital experience. In addition, the financial restructuring better positions GCX as a forward-driven enterprise with the ability to generate significant value for its shareholders. "In completing the financial restructuring process, GCX reaches a significant milestone, emerging as an energized future-focused company offering new solutions for its customers," said Carl Grivner, CEO of GCX. "During the process, there has been no impact on the interactions between GCX and its customers nor any interruptions in the services the Company provides. In fact, we have successfully added exciting new partnerships and customers throughout this process. As GCX leaps forward, unleashing its new strategy, we believe our significant investments in technology and talent will drive our company into an exciting new era of growth while providing our customers with simplicity, speed, and security. It's an exciting time to be a GCX customer." Jim Ousley, Chairman of Global Cloud Xchange, added, "This is an important day for GCX as we complete our Plan of Reorganization, and strategically move ahead as a stronger company with the agility to succeed. As a result of full emergence, we are better positioned to capitalize on many of the opportunities we see in our business. I, along with the rest of the GCX management team, are confident in GCX's future and excited about all that we will be able to accomplish as we move forward." Additional information about GCX's restructuring is available via the Company's restructuring website, https://cases.primeclerk.com/gcx. About Global Cloud Xchange Global Cloud Xchange (GCX), a subsidiary of India-based Reliance Communications, offers a comprehensive portfolio of solutions customized for carriers, enterprises and new media companies. GCX -- http://www.globalcloudxchange.com/-- owns the world's largest private undersea cable system spanning more than 68,000 route kms which, seamlessly integrated with Reliance Communications' 200,000 route kms of domestic optic fiber backbone, provides a robust Global Service Delivery Platform. With connections to 40 key business markets worldwide spanning Asia, North America, Europe and the Middle East, GCX delivers leading edge next generation Enterprise solutions to more than 160 countries globally across its Cloud Delivery Network. GCX Limited and 15 subsidiaries filed Chapter 11 bankruptcy petitions (Bankr. D. Del. Lead Case No. 19-12031) on Sept. 15, 2019, to seek confirmation of a pre-packaged Plan of Reorganization. The Restructuring Support Agreement, and the Plan implementing the same, contemplates (a) a debt-to-equity recapitalization transaction, whereby the Senior Secured Noteholders will receive a pro rata share of (i) 100% of the new equity interests of reorganized GCX and (ii) second lien term loans in an aggregate principal amount of $200 million and (b) a simultaneous "go-shop" process in which the Debtors will solicit bids for the potential sale of all or a portion of their business pursuant to the Plan. The Debtors are estimated to have $1 billion to $10 billion in assets and liabilities, according to the petitions signed by CRO Michael Katzenstein. The Hon. Christopher S. Sontchi is the case judge. The Debtors tapped Paul Hastings LLP as general bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as local bankruptcy counsel; FTI Consulting, Inc. as financial advisor; and Lazard & Co., Limited as investment banker. Prime Clerk LLC is the claims agent. GOLDEN HOTEL: Unsecureds Get 15% Lump Sum or 100% in Installments ----------------------------------------------------------------- A hearing to consider the adequacy of the information contained in the Disclosure Statement and to set a schedule for confirmation of the Joint Chapter 11 Plan of Reorganization of Golden Hotel LLC and Golden Capital Venture LLC has been scheduled for Feb. 18, 2021, at 11:00 a.m. via Zoom for Government. Objections to the adequacy of a disclosure statement must be filed and served on the proponents not less than 14 days before the hearing. According to the Disclosure Statement, Golden Hotel LLC, and Golden Capital Venture LLC, have proposed a reorganizing plan that pays all allowed claims in full. The Plan enables the Debtors to survive the COVID-19 pandemic and make payments to the Holders of Allowed Claims as the restrictions imposed by the pandemic are lifted and performance improves. The Plan is a joint plan of Golden Hotel and Golden Capital Venture and treats all claims asserted in the cases of both Debtors. Plan payments will be made from the Reorganized Debtors' ongoing operations, a sale of the Real Property and Hotel, and/or a refinance of the loan secured by the Real Property and Hotel. Distributions to the Holders of Allowed Claims will be made by the Reorganized Debtors and will continue until all Allowed Claims are paid in full. The payments proposed by the Plan will be completed by a fixed maturity date, which date depends on the character and classification of the Claim. Class 6(a)-(b) General Unsecured Claims incurred in the operation of the business of the Debtors, totaling $282,421, is impaired. Holders of Ccaims in thiscClass will have an election between two types of treatment: * Option No. 1 - Lump Sum Payment: Each holder who timely elects Option No. 1 on his or her ballot, will receive a lump sum payment of 15% of the allowed amount of such claim on the later of (a) the date that is 60 days after the Effective Date, or (b) the date that is 10 business Days after the entry of a final order allowing such holder's claim. * Option No. 2 - Installment Payments: Each holder who does not affirmatively elect Option No. 1 on his or her ballot shall be paid 100% of such holders' claims in quarterly pro rata installments from Available Cash. A full-text copy of the Disclosure Statement dated Dec. 21, 2020, is available at https://bit.ly/3o1LYhn from PacerMonitor.com at no charge. Counsel for the Debtors: Lei Lei Wang Ekvall Robert S. Marticello Michael L. Simon SMILEY WANG-EKVALL, LLP 3200 Park Center Drive, Suite 250 Costa Mesa, California 92626 Telephone: 714 445-1000 Facsimile: 714 445-1002 E-mail: lekvall@swelawfirm.com rmarticello@swelawfirm.com msimon@swelawfirm.com About Golden Hotel Golden Hotel LLC and Golden Capital Venture LLC collectively own and operate the Radisson Hotel Anaheim-Buena Park located at 7762 Beach Boulevard, Buena Park, California. Golden Capital Venture owns the real property and Golden Hotel operates the hotel pursuant to a lease from Golden Capital Venture and a license from Radisson Hotels International, Inc. Invobal Corporation is the sole member of both Golden entities. Golden Hotel LLC and Golden Capital Venture LLC concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case Nos. 20-12636 and 20-12637, respectively) on Sept. 21, 2020. The petitions were signed by Hieu M. Bui, manager. At the time of filing, the Debtors estimated $10 million to $50 million in both assets and liabilities. Judge Scott C. Clarkson oversees the case. SMILEY WANG-EKVALL, LLP, led by Lei Lei wang Ekvall, is serving as the Debtors' counsel. GRADE A HOME: To Seek Plan Confirmation on Jan. 25 -------------------------------------------------- Judge Eduardo V. Rodriguez has entered an order conditionally approving the Disclosure Statement of Grade A Home LLC and setting a hearing to consider confirmation of the Debtor's Plan on Jan. 25, 2021. The Court will conduct an evidentiary hearing through telephonic and video conference to consider final approval of the Disclosure Statement and confirmation of the Plan on January 25, 2021, at 10:00 a.m. (prevailing Central Time). Jan. 18, 2021 at 5:00 p.m. (prevailing Central Time) is the deadline for filing and serving written objections to confirmation of the Plan or final approval of the Disclosure Statement. Jan. 18, 2021 at 5:00 p.m. (prevailing Central Time) is the deadline for filing ballots accepting or rejecting the Plan. About Grade A Home Grade A Home, LLC, a privately held company in Houston, Texas, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31556) on March 2, 2020. 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. Judge Eduardo V. Rodriguez oversees the case. The Debtor is represented by Corral Tran Singh, LLP. GRUPO AEROMEXICO: Seeks to Reject CBAs With Pilots, Cabin Crew -------------------------------------------------------------- Grupo Aeromexico, S.A.B. de C.V. (BMV: AEROMEX) on Jan. 11 disclosed that, as a follow up to its previous relevant events dated December 29 and 31, 2020 and January 8, 2021, it has not yet been possible to satisfactorily conclude the negotiations of the Collective Bargaining Agreements ("CBAs") with the Asociacion Sindical de Pilotos Aviadores de Mexico ("ASPA") and the Asociacion Sindical de Sobrecargos de Aviacion de Mexico ("ASSA"). The acceptance, by said unions, of the adjustments presented by the Company to the CBA is essential to: (i) face the adverse financial, operational and structural effects caused globally to the airline industry by the COVID-19 pandemic, (ii) comply with the commitments and objectives required by the DIP lenders under the Senior Debtor in Possession Credit Facility ("DIP Financing"), obtained within the Company's voluntary financial restructuring process, under Chapter 11 of the Bankruptcy Code of the United States of America, and (iii) comply with the necessary conditions to have access to the next disbursement under Tranche 2 of the DIP Financing, resources that are essential not only to preserve the ordinary course of business but to avoid generalized defaults on Aeromexico's obligations with financial creditors under the DIP Financing. Aeromexico was able to obtain an extension to the term provided in the corresponding Credit Agreement, in order to comply with the DIP Financing conditions and obligations. The new term expires on January 27, 2021. However, the serious situation of the pandemic and the consequent continuation of the restrictions derived from the declaration of force majeure issued by government authorities, in Mexico and abroad, continue to reduce the demand for flights and undermine the Company's finances. Aeromexico requires ongoing access in a fast and timely manner to the DIP Financing funds to meet its payments and commitments in the ordinary course of business with key suppliers, authorities, and contributors. Consequently, the Company has decided to request termination, due to the fact of force majeure that undoubtedly affects the Company, the current CBA with the ASPA and ASSA unions, which has been duly submitted, on this date, to the competent labor authorities in full compliance with the applicable provisions of the Federal Labor Law (Ley Federal de Trabajo). Based on the force majeure situation in which Aeromexico is, it has requested termination of the collective bargaining relationship, as well as the individual agreements with a certain number of pilots and flight attendants in order to reflect the new operating reality of the Company. This situation of force majeure has forced Aeromexico to carry out a workforce reduction as a consequence of the decrease in its ordinary activities. This decision seeks to guarantee the continuity of our operations to continue offering the best possible service to customers, without affecting their rights. Aeromexico reiterates that it is in the best position to continue conversations with both ASPA and ASSA, within the period indicated above, looking to find schemes that comply with the necessary conditions to continue accessing the available resources. We appreciate all the support received by our contributors and regulatory authorities during our restructuring process. Aeromexico will continue pursuing, in an orderly manner, the voluntary process of its financial restructuring under the Chapter 11 process, while continuing to operate and offer services to its customers and contracting from its suppliers the goods and services required for operations. Likewise, it will continue using all the available instruments at its disposal to avoid going from the current financial restructuring situation to a liquidation situation, with the consequent loss of the source of employment affecting thousands of direct and indirect jobs. About Grupo Aeromexico Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ -- is a holding company whose subsidiaries are engaged in commercial aviation in Mexico and the promotion of passenger loyalty programs. Aeromexico, Mexico's global airline, has its main hub at Terminal 2 at the Mexico City International Airport. Its destinations network features the United States, Canada, Central America, South America, Asia and Europe. Grupo Aeromexico and three of its subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30, 2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker, the Debtors reported consolidated assets and liabilities of $1 billion to $10 billion. Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as counsel to the Debtors. GTT COMMUNICATIONS: Board Appoints Eugene Davis as Director ----------------------------------------------------------- The Board of Directors of GTT Communications, Inc. appointed Eugene Davis to each of the Board and the Strategic Planning Committee, effective Jan. 12, 2021. As previously disclosed in GTT's Current Report on Form 8-K filed on Dec. 29, 2020, pursuant to the delayed draw conditions of that certain Priming Facility Credit Agreement, dated as of Dec. 28, 2020, among the Company, GTT Communications B.V., the lenders party thereto and Delaware Trust Company, as administrative agent and collateral agent, the Company is required to, among other things, appoint an additional director to the board of directors of the Company and to the Strategic Planning Committee of the Board by Jan. 15, 2021. The Board designated Mr. Davis to serve until his successor is duly appointed, or until his earlier death, resignation or removal. Mr. Davis, age 65, has been the chairman and chief executive officer of PIRINATE Consulting Group, LLC, a privately held consulting firm specializing in turnaround management, merger and acquisition consulting, hostile and friendly takeovers, proxy contests and strategic planning advisory services for domestic and international public and private business entities since 1999. From 1990 to 1997, Mr. Davis was the president, vice chairman and a director of Emerson Radio Corporation, a consumer electronics company. From 1996 to 1997, Mr. Davis was the chief executive officer and vice chairman of Sport Supply Group, Inc., a direct-mail marketer of sports equipment. Mr. Davis currently serves as chairman of the Board of Directors of FTS International, Inc., and as a director of Hycroft Mining Corporation, where he is Chairman of the Nominating and Governance Committee and a member of the Audit Committee. During the past five years, Mr. Davis has served as a director of the following public or formerly public companies: Montage Resources Corp., Seadrill Limited, VICI Properties Inc., Verso Corporation, ALST Casino Holdco, LLC, Atlas Air Worldwide Holdings, Inc., Atlas Iron Limited, The Cash Store Financial Services, Inc., Dex One Corp., Genco Shipping & Trading Limited, Global Power Equipment Group, Inc., Goodrich Petroleum Corp., Great Elm Capital Corp., GSI Group, Inc., Hercules Offshore, Inc., HRG Group, Inc., Knology, Inc., SeraCare Life Sciences, Inc., Spansion, Inc., Spectrum Brands Holdings, Inc., Titan Energy LLC, Trump Entertainment Resorts, Inc., U.S. Concrete, Inc. and WMIH Corp. The Company believes that Mr. Davis's extensive financial, turnaround management and public company board expertise qualify him to serve as one of its directors. Mr. Davis will receive a monthly cash retainer of $30,000, payable in advance of the month, for his service as a member of the Strategic Planning Committee. Mr. Davis will not receive any additional compensation for his service on the Board. In addition, the Board approved the entry into an indemnification agreement with Mr. Davis. About GTT GTT Communications operates a Tier 1 internet network and owns a fiber network that includes an expansive pan-European footprint and subsea cables. The Company's global network includes over 600 unique points of presence ("PoPs") spanning six continents, and the Company provides services in more than 140 countries. GTT reported a net loss of $105.9 million for the year ended Dec. 31, 2019, a net loss of $243.4 million for the year ended Dec. 31, 2018, and a net loss of $71.5 million for the year ended Dec. 31, 2017. As of March 31, 2020, the Company had $4.74 billion in total assets, $4.54 billion in total liabilities, and $196.8 million in total stockholders' equity. * * * As reported by the TCR on Dec. 23, 2020, S&P Global Ratings lowered all of its ratings on GTT Communications Inc. by one notch, including its issuer credit rating, to 'CCC' from 'CCC+', to reflect the increased likelihood of a default or distressed exchange over the next year. Moody's Investors Service downgraded GTT's corporate family rating to Caa2 from B3, according to a TCR report dated Dec. 21, 2020. The downgrade reflects the continued delays in the company reaching an agreement with its lenders over a long-term cure of its reporting requirements which GTT is in breach of due to recently discovered accounting issues which have led to the company being unable to file its Q2 and Q3 financial reports. In September, 2020, Fitch Ratings downgraded the Long-term Issuer Default Rating (IDR) of GTT Communications, Inc. (GTT) and GTT Communications BV to 'CCC' from 'B-'. The rating action follows the company's announcement that it received a notice of default on Sept. 2, 2020 from holders representing 25% or more of outstanding principal ($575 million) of the company's senior unsecured notes, due to its noncompliance with a reporting covenant under the notes indenture that required the company to file 2Q20 financials within the stated time frame (allowing for extensions). HANKEY O'ROURKE: Ordered to Amend Disclosures by Feb. 8 ------------------------------------------------------- Judge Elizabeth D. Katz on Jan. 7, 2021, convened a hearing on the Amended Disclosure Statement of Hankey O'Rourke Enterprises, LLC. Two parties submitted objections to the First Amended Disclosure Statement. The Small Business Administration ("SBA") noted, among other things, that with respect to the potential refinancing and the potential for subdividing the Property for sale, the Disclosure Statement fails to provide any timeline and does not provide any information as to how the Debtor is proposing to treat the SBA's claim if the Debtor is unable to refinance or if subdividing a portion of the Property for sale is not feasible. IOFUS-FCC Holdings I, LLC, a secured creditor, said the Disclosure Statement describes a plan that is unconfirmable. It notes that the SBA accounts for 99.5% of the general unsecured class and thus controls Class Four and is in a blocking position. The SBA filed an objection to the Amended DS, indicating it does not support the Amended Plan. Following a hearing on Jan. 7, the Court ordered that the Disclosure Statement hearing is continued to March 11, 2021 at 12:00 p.m. The continued hearing will be conducted telephonically -- parties may participate by dialing 888-363-4734, and entering access code 496 4809 when prompted. The Debtor is ordered to file a Second Amended Disclosure Statement on or before Feb. 8, 2021. Attorneys for IOFUS-FCC Holdings I, LLC: Jonathan M. Hixon Hackett Feinberg P.C. 155 Federal Street, 9th Floor Boston, MA 02110 Tel. (617) 422-0200 Fax. (617) 422-0383 E-mail: jmh@bostonbusinesslaw.com About Hankey O'Rourke Hankey O'Rourke Enterprises LLC, a privately held company in Great Barrington, Mass., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30500) on June 21, 2019. In the petition signed by Juanita O'Rourke, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The case is assigned to Judge Elizabeth D. Katz. Shatz, Schwartz & Fentin, P.C., is the Debtor's counsel. HELIUS MEDICAL: Submits Response to FDA for De Novo Classification ------------------------------------------------------------------ Helius Medical Technologies, Inc. has submitted its formal response to the U.S. Food and Drug Administration's request for additional information. The FDA's request for additional information was related to the Company's request for de novo classification and clearance of the Portable Neuromodulation Stimulator (PoNS) device as a potential treatment for gait deficit due to symptoms of Multiple Sclerosis, to be used as an adjunct to a supervised therapeutic exercise program in patients over 18 years of age. "The Helius team is very excited to announce the timely submission of our response to the FDA's request for additional information," said Dane Andreeff, interim president and chief executive officer of Helius. "The achievement of this important milestone was made possible by the diligent efforts of our regulatory and clinical affairs team, and I would like to thank them for their hard work and dedication in recent months." Mr. Andreeff continued: "Looking ahead, we expect that the FDA's receipt of our response will enable the FDA to resume its review of our request for de novo classification and clearance. We remain committed to our goal of bringing our PoNS technology to the aid of U.S. patients suffering with gait deficit due to MS-related symptoms as expeditiously as possible, and hope to receive the FDA's decision on our request for de novo classification and clearance during the first half of this year." Helius submitted its request for de novo classification and clearance of the PoNS device for the treatment of gait deficit due to symptoms from MS on Aug. 4, 2020, following the receipt of Breakthrough Designation by FDA in early May. On Oct. 19, 2020, the Company announced the receipt of the FDA's request for additional information, which was received approximately 75 days following the submission date and placed the FDA's review on hold until receipt by the FDA of the requested information. About Helius Medical Helius Medical Technologies -- http://www.heliusmedical.com-- is a neurotech company focused on neurological wellness. The Company's purpose is to develop, license and acquire unique and non-invasive platform technologies that amplify the brain's ability to heal itself. The Company's first product in development is the Portable Neuromodulation Stimulator (PoNSTM). Helius Medical reported a net loss of $9.78 million for the year ended Dec. 31, 2019, compared to a net loss of $28.62 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $6.03 million in total assets, $2.83 million in total liabilities, and $3.19 million in total stockholders' equity. BDO USA, LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 12, 2020 citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $104.8 million as of Dec. 31, 2019 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HKO 3 LLC: Jan. 28 Hearing on Disclosure Statement -------------------------------------------------- A hearing on the adequacy of the Disclosure Statement of HKO 3, LLC, will be held before the Honorable Vincent F. Papalia on Jan. 28, 2021 at 11:00am. The hearing will take place by telephone via Court Solutions. Written objections to the adequacy of the Disclosure Statement must be filed and served no later than 14 days prior to the hearing. As of Jan. 13, 2021, no objections to the Disclosure Statement have been filed. As reported in the TCR, HKO 3, LLC filed a First Amended Plan and a corresponding First Amended Disclosure Statement on Dec. 10, 2020. Class 2 General Unsecured Claims which total $3,370.77 will be paid quarterly in full over three years at $280.89 per quarter. A full-text copy of the First Amended Disclosure Statement dated December 10, 2020, is available at https://bit.ly/3a646lJ from PacerMonitor at no charge. About HKO 3 LLC HKO 3, LLC, is engaged in activities related to real estate, whose principal assets are located at 597-603 Broadway Newark, NJ 07104. HKO 3, LLC, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 20-18601) on July 16, 2020. At the time of filing, the Debtor was estimated to have $1 million to $10 million in assets and $500,000 to $1 million in liabilities. Anthony Sodono, III, Esq., of McMANIMON, SCOTLAND & BAUMANN, LLC, is the Debtor's counsel. HOME POINT: Fitch Affirms 'B' LT IDR, on Rating Watch Positive -------------------------------------------------------------- Fitch Ratings has published Home Point Financial Corporation's (Home Point) Long-Term Issuer Default Rating (IDR) of 'B' and placed it on Rating Watch Positive (RWP). Fitch has also assigned an expected Long-Term IDR of 'B+(EXP)' to Home Point Capital Inc. (Home Point Capital), the parent of Home Point and debt-issuing entity, and an expected rating of 'B(EXP)'/RR5 to the proposed issuance of $500 million of senior unsecured notes. Proceeds from the issuance are expected to be used to fund a distribution to owners and to pay down a portion of the company's existing MSR facility borrowings. Final ratings are contingent upon the receipt of final documentation conforming materially to information already received KEY RATING DRIVERS IDRs and SENIOR DEBT Home Point's ratings reflect its growing market position as a wholesale and correspondent lender in the U.S. non-bank residential mortgage sector, an improved earnings profile, which has benefited from the growing platform scale, strong asset quality performance, given below market forbearance rates, the maintenance of sufficient liquidity despite growth in servicing advance requirements, an experienced management team with extensive industry background, sufficient reserves to cover potential representation and warranty claims, and an appropriate risk control framework. The RWP reflects Fitch's expectation of increased funding flexibility following the issuance of the planned senior unsecured notes. Fitch expects to upgrade Home Point's IDR by one notch following completion of the unsecured debt issuance. Rating constraints include the challenging economic backdrop, which Fitch believes may pressure asset quality over the medium-term, particularly as COVID-19-related government benefits begin to expire, Home Point's limited scale, above-average earnings volatility, partially driven by mortgage servicing rights (MSR) valuation marks, reliance on secured, short-term wholesale funding facilities, shorter operating history having been established in 2015, and private equity ownership through affiliated investment vehicles managed by Stone Point Capital LLC, which increases the potential for capital extraction and constrains long-term strategic clarity. Fitch believes the highly cyclical nature of the mortgage origination business and the capital intensity and valuation volatility of MSR within the servicing business are the primary rating constraints for non-bank mortgage companies, including Home Point. Furthermore, the mortgage business is subject to intense legislative and regulatory scrutiny, which further increases business risk, and the imperfect nature of interest rate hedging can introduce liquidity risks related to margin calls or earnings volatility. These industry constraints typically limit non-bank mortgage companies' ratings to below investment grade levels. Home Point is not subject to material asset quality risks because nearly all originated loans are government or agency eligible and sold to third parties shortly after origination. However, Home Point has exposure to potential losses due to repurchase or indemnification claims from third parties under certain warranty provisions. Home Point expects to continue to build reserves for new loan production to account for this risk, which Fitch believes is prudent. Home Point's historical repurchase and indemnification claims have been minimal and the company has had sufficient reserves to cover these charges, which Fitch expects to continue. We consider the asset quality performance of Home Point's servicing portfolio to be solid, as delinquencies have been low relative to peers and the overall market in recent years. While Home Point's peak forbearance levels were above market averages, they have since declined and are now below broader market levels. However, Fitch expects delinquencies to remain above historical averages for some time as forbearance programs cease and the macroeconomic effects of Covid-19 continue, which could result in increased servicing costs. The company's pre-tax returns on average assets (ROAA) and margins improved in 2020 after volatile results in recent years. The improvement was driven by strong origination volume, elevated gain on sale margins and enhanced scale. Home Point's ROAA for the 12 months ended Sept. 30, 2020 was 20.3%; up from an average of 0.0% between 2016 and 2019. Fitch expects Home Point's profitability to moderate from current levels, driven by the normalization of gain on sale margins, incremental valuation hits on MSR given the continuation of low interest rates and elevated prepayments, which will be partially offset by the company's MSR hedges, and higher funding costs associated with the unsecured note issuance. Earnings may also be pressured by increased servicing costs in the event of a prolonged period of increased delinquencies and defaults resulting from the impact of Covid-19 on employment and the economy. Fitch evaluates Home Point's leverage primarily on the basis of gross debt to tangible equity, which amounted to 3.6x as of Sept. 30, 2020; down from 5.2x at Dec. 31, 2019. Pro-forma for the expected $500 million senior unsecured note issuance and a $250 million distribution to shareholders, Fitch expects leverage will increase to 5.8x. This is consistent with the 'bb' category leverage benchmark range for balance-sheet intensive finance and leasing companies with a 'a' category operating environment score. Fitch expects Home Point's leverage to decline towards 4.0x throughout 2021 given solid earnings and an absence of additional shareholder distributions. Home Point's corporate tangible leverage, which excludes borrowings on warehouse facilities from total debt and excludes equity used to fund assets through other debt facilities from tangible net worth, was much lower at Sept. 30, 2020, at 0.9x pro forma for the note issuance, and below the covenanted maximum of 1.5x under Home Point's MSR secured facility. Consistent with other mortgage companies, Home Point has historically been reliant on the wholesale debt markets to fund operations. Secured debt, which accounted for 100% of total debt at Sept. 30, 2020, comprised warehouse facilities, a servicer advance facility and a term loan facility secured by MSRs. Home Point's secured funding tenor is short duration and most of its facilities mature within one year; well below that of other non-bank financial institutions, which exposes Home Point to increased liquidity and refinancing risk. The company also relies heavily on uncommitted funding, as only 20.5% of funding capacity was made on a committed basis as of Oct. 16, 2020. The proposed unsecured debt issuance will diversify its funding sources and add some duration to the funding profile, which Fitch views favorably. However, an increase in committed funding capacity would also be positive for the ratings. On April 21, 2020, the Federal Housing Finance Agency, which is the regulator of Fannie Mae and Freddie Mac (Fannie and Freddie, collectively the GSEs), announced that GSE mortgage servicers will not have to advance principal and interest for more than four months of missed payments for borrowers in forbearance. This timeframe is consistent with the policy before Covid-19, when the GSEs generally purchased loans out of mortgage-backed security pools after being delinquent for four months. Fitch views this development positively as it limits the potential liquidity strain on Home Point from the Fannie and Freddie portions of the MSR portfolio, which comprised approximately 69% of the MSR portfolio at Nov. 30, 2020. Fitch views Home Point's liquidity profile as adequate for the ratings given actions already taken to shore up liquidity in response to Covid-19. As of Oct. 16, 2020, Home Point had approximately $144.6 million of unrestricted cash, available borrowing capacity of $1.2 billion on uncommitted warehouse facilities, $93 million of capacity on committed MSR secured facilities, $50 million of capacity on uncommitted MSR secured facilities, $67 million of capacity on uncommitted servicing advance facilities, and $203 million of capacity on other uncommitted facilities. Home Point is amending its MSR secured facility to provide increased capacity and allow for the funding of servicing advances, and recently established a new $500 million unsecured warehouse facility. Fitch would view execution of the MSR secured facility positively as it would increase funding capacity for servicing advances. The expected rating on Home Point's senior unsecured debt is one notch below the Long-Term IDR, given its subordination to secured debt in the capital structure, a limited pool of unencumbered assets and therefore weaker relative recovery prospects in a stressed scenario. RATING SENSITIVITIES IDRs AND SENIOR DEBT Factors that could, individually or collectively, lead to positive rating action/upgrade -- Upon execution of the unsecured debt issuance, Fitch expects to upgrade Home Point's Long-Term IDR by one notch, to 'B+', and to assign Home Point Capital a final Long-Term IDR and senior unsecured debt rating of 'B+' and debt rating of 'B/RR5', respectively. -- Fitch believes there is limited potential for further positive rating momentum in the near term given the broader economic backdrop, but continued growth of the business that enhances Home Point's franchise, enhanced earnings consistency, a continuation of strong asset quality, a reduction in and maintenance of leverage below 5.0x, an increase in longer duration secured and unsecured debt, an increase in the proportion of committed funding, and an enhanced liquidity profile would be rating positive. Factors that could, individually or collectively, lead to negative rating action/downgrade -- The RWP could be removed and a Stable Outlook assigned if Home Point was unable to execute the planned senior unsecured note issuance. -- Negative rating action could also be driven by an inability to maintain sufficient liquidity to effectively manage elevated servicer advance requirements stemming from higher than historical forbearance levels and the potential for higher delinquencies following the lapse of forbearance programs, a sustained increase in leverage at-or-above 6.0x, a reduction in earnings closer to historical levels, an inability to refinance secured funding facilities, and/or a lack of appropriate staffing and resource levels relative to planned growth. -- Should regulatory scrutiny of the company or industry increase meaningfully, or if Home Point incurred substantial fines that negatively impact its franchise or operating performance, this could also drive negative rating momentum. Should Home Point execute the issuance, the senior unsecured notes' rating will be sensitive to changes in the Long-Term IDR and would be expected to move in tandem. However, a material increase in unencumbered assets and/or an increase in the proportion of unsecured funding could result in the equalization of the senior unsecured notes' rating with Home Point's Long-Term IDR. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond 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. ESG CONSIDERATIONS Home Point Financial Corporation: Group Structure: '4' Home Point has an ESG Relevance Score of '4' for Governance Structure due to private equity ownership and board effectiveness as they relate to protection of creditor and shareholder rights. An ESG Relevance Score of '4' means Governance Structure is relevant to Home Point's rating but not a key rating driver. However, it does have a negative impact on the rating in combination with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. HOME POINT: Moody's Gives B1 CFR & Rates $500MM Unsec. Notes B2 --------------------------------------------------------------- Moody's Investors Service has assigned a first-time B1 corporate family rating to Home Point Capital Inc. and a B2 long-term unsecured debt rating to the company's planned $500 million senior unsecured notes offering maturing in 5 years. The outlook is stable. Assignments: Issuer: Home Point Capital Inc. LT Corporate Family Rating, Assigned B1 Senior Unsecured Regular Bond/Debenture, Assigned B2 Outlook Actions: Issuer: Home Point Capital Inc. Outlook, Assigned Stable RATINGS RATIONALE The ratings reflect Home Point's solid market position in the United States of America (Government of United States of America, Aaa stable) mortgage industry as the third-largest wholesale mortgage originator and the thirteenth-largest correspondent mortgage originator year-to-date in 2020. While the company reported GAAP losses in 2018 and 2019, its profitability had been very strong to-date in 2020. Exceptionally strong origination volumes and gain-on-sale margins have led the company to report extraordinary levels of profitability, with ROAA increasing to approximately 12.5% for the third quarter of 2020 from approximately -1.3% for 2019. Additionally, Moody's views the company's hedging of interest rate risk for 50%-70% of its mortgage servicing rights portfolio as credit positive since it reduces earnings volatility. As the company has been growing very rapidly, its capitalization, as measured by tangible common equity to tangible assets (TCE to TMA) has declined to approximately 11.1% as of 30 September 2020 from approximately 13.8% as of year-end 2019. As of 30 September, Home Point held approximately $2.9 billion in GNMA loans eligible for repurchase on its balance sheet, which reflects the Ginnie Mae delinquent loans that Home Point services, a significant increase from approximately $500 million as of year-end 2019, primarily as a result of the pandemic and CARES Act forbearance requirements. Since Home Point has an option (and not an obligation) to buy out these loans from the Ginnie Mae MBS pools, and likely will only do so when it is profitable, Moody's also consider the company's capitalization as measured by TCE/adjusted TMA, which excludes these loans from the capital ratio. The company's capital levels are strong as measured by TCE/adjusted TMA, with the ratio declining only modestly to approximately 20.3% as of year-end 2019 to approximately 20.0% as of Q3 2020. The company has grown very rapidly over the last several years. The rapid growth is credit negative due to the associated operational risks, which may lead to stress on liquidity, management, controls and system resources. In addition, Moody's believes that sacrificing profitability or increasing operating risks to continue rapid growth could further increase credit risks. Home Point's funding structure is developing, in Moody's view. The company has primarily relied on short-term (mostly one-year maturities) repurchase facilities to finance new originations. The planned issuance of the unsecured notes is credit positive because it will materially enhance the company's liquidity profile by diversifying its funding sources and extending debt maturities. Additionally, by not fully encumbering the MSRs, the company will have greater funding options, particularly during times of stress. Moody's has rated the planned senior unsecured notes maturing in 5 years B2, based on Home Point's B1 corporate family rating and the application of its Loss Given Default for Speculative-Grade Companies methodology and model, which incorporate their priority of claim and strength of asset coverage. The company will use the proceeds of the issuance to paydown its MSR facility by $241 million and fund a $250 million dividend distribution to shareholders. Additionally, on January 8, Home Point filed for an initial public offering. The stable outlook reflects Moody's expectation that Home Point will be able to maintain its strong profitability and capital levels, without a material weakening of its liquidity profile over the next 12-18 months, against the backdrop of prolonged low interest rates. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward ratings pressure could develop if the company strengthens its franchise position as demonstrated by strong profitability or enhances its liquidity profile by, for example, increasing the 364-day tenor of a portion of its warehouse facilities, while maintaining solid profitability and capital levels, such that net income excluding mortgage servicing rights fair value marks to assets and tangible common equity to adjusted tangible assets consistently remain above 3.0% and 17.5%, respectively. A decrease in the company's reliance on secured debt, whereby secured debt as a portion of total corporate debt decreases and is expected to remain below 15%, would result in upward pressure on the long-term senior unsecured rating. The company's ratings could be downgraded if its financial profile weakens. Negative ratings pressure may develop if Home Point's tangible common equity to adjusted tangible managed assets falls below and is expected to remain below 13.5%, profitability deteriorates with net income to assets falling below and expected to remain below 1.5%, or the company's liquidity position weakens. An increase in the company's reliance on secured debt, whereby secured debt as a portion of total corporate debt increases and is expected to remain above 45%, could result in a downgrade of the long-term senior unsecured rating as it would further subordinate its priority ranking. Disclosure of a material operating weakness would also be viewed unfavorably. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. HOTEL OXYGEN: Profectus Gets Jan. 21 Hearing on Plan ---------------------------------------------------- The Profectus Wealth Management Company Noteholders are slated to seek confirmation of their Plan of Reorganization for Hotel Oxygen Palm Springs, LLC, on Jan. 21, 2021 at 9:00 a.m. The confirmation hearing will be conducted via videoconference using the Zoom for Government videoconferencing platform. On Dec. 17, 2020, Judge Paul Sala held a continued status conference on the Plan and Disclosure Statement. At the hearing, Kasey C. Nye, the Noteholders' counsel, sought an accelerated schedule. Attorneys for MC Investment Corp. and the Debtor responded that an accelerated schedule would not be acceptable and requested 45 to 60 days. Mr. Nye countered that February is a little far out and would prefer a hearing in January. At the behest of the noteholders, the judge ordered a confirmation hearing for Jan. 21. Direct testimony will be done by declaration and are due Jan. 15. Additional pre-hearing memorandum are due Jan. 19. Non-Adverse Modifications Plan proponents Profectus Wealth Management Company Noteholders gave notice on Dec. 16, 2020, of five amended and restated non-adverse modifications to the Noteholders' Plan of Reorganization:. 1. Class 7 Insider Claims. If, after applying any right of setoff or recoupment available to HOPS to an insider's claim, holders of allowed Class 7 claims will receive a membership interest in the Reorganized Debtor. Each Class 7 claim holder's capital account in the Reorganized Debtor will equal the 50% face amount of their allowed claim. Each Class 7 holder's percentage of ownership in the Reorganized Debtor the pro rata share of the total allowed Class 6 Claims and 50 % of the allowed Class 7 Claims. 2. Class 6 Non-Insider Claims. On the Plan Effective Date, each holder of an allowed Class 6 claim will be issued membership interest in the Reorganized Debtor. Each Class 6 claim holder's capital account in the Reorganized Debtor will equal the face amount of their allowed claim. Each holder's percentage of ownership in the Reorganized Debtor will equal their pro rata share of the total allowed Class 6 and Class 7 Claims. The operation and governance of the Reorganized Debtor, and the rights and responsibilities of the members of the Reorganized Debtor will be governed by the Operating Agreement attached hereto as Exhibit A. As members of the Reorganized Debtor, holders of Class 6 Claims will have the right to elect to have their membership interests purchased by the Reorganized Debtor on the first anniversary of the Plan Effective Date. Class 6 Claim holders that so elect will be paid a purchase price equal to 70% of the Net Fair Market Value of the Reorganized Debtor as of the Plan Effective Date multiplied by their percentage interest in the Reorganized Debtor. Holders of allowed Class 6 Claims also will have the right to elect not to become Members of the Reorganized Debtor in exchange for a one-time cash payment equal to 60% of their allowed claim the earlier of the Plan Effective Date, or if objected to, on the 15th day after entry of an order allowing their claim. Profectus Wealth Management Co. ("PWM") has offered to purchase all Class 6 unsecured claims held by parties that are not Proponents of the Plan at 100 cents on the dollar. That offer will remain open. Further, no later than 7-days prior to the final Confirmation Hearing, PWM will tender payment in full on any Class 6 Claim not held by a Proponent which has yet to be sold to PWM. 3. Fees and Costs subject to Court Review for Reasonableness. Any and all fees and costs payable to any professionals, managers, or third parties for services rendered in connection with the Plan or the issuance of membership interests under the Plan must be first approved by the Court as reasonable prior to payment pursuant to 11 U.S.C. Sec. 1129(a)(4). 4. Operating Agreement incorporated into Noteholders' Plan. Kingdom Impact Capital, LLC, a California limited liability company, will be the initial Manager of the Company. In the event Kingdom Impact Capital, LLC, a California limited liability company, should become unable or unwilling to act as a Manager of the Company, a successor Manager(s) will be appointed by a Majority-In-Interest of the Members. Each Manager shall hold office until a successor will have been appointed by a Majority-In-Interest of the Members or until his/her/its earlier death, resignation or removal. Managers need not be residents of the State of Arizona or Members of the Company. A Manager may be removed from office by a Majority-In-Interest of the Members. 5. Conditions Precedent to Effective Date. No less than one business day prior to the Effective Date the following transactions must have occurred: (a) Closing Exit Financing. The Reorganized Debtor will have closed on the Exit Financing. If necessary to satisfy the Exit Financing lender's requirements, the Reorganized Debtor will have the authority to establish a single purpose entity know as Empower Palm Springs, LLC, that will be 100% owned by the Reorganized Debtor and Managed by the manager of the Reorganized Debtor, initially Kingdom Impact Capital, LLC, to be the borrower on the Exit Financing and hold title to the Property. The holding company will be operated for the benefit of the Reorganized Debtor and its members (holders of allowed Class 6 or Class 7 Claims) in accordance with this Plan of Reorganization. (c) Membership Certificates/Operating Agreement. Membership certificates will be issued to holders of allowed Class 6 or Class 7 claims, and the Operating Agreement will be executed for all required parties. The Reorganized Debtor will also establish the capital table for the Reorganized Debtor. Attorneys for Profectus Wealth Management Company Noteholders: Kasey C. Nye WATERFALL ECONOMIDIS CALDWELL HANSHAW & VILLAMANA, P.C. 5210 E. WILLIAMS CIRCLE, SUITE 800 TUCSON, ARIZONA 85711 TELEPHONE (520) 790-5828 FACSIMILE (520) 745-1279 E-mail: knye@waterfallattorneys.com About Hotel Oxygen Midtown I Hotel Oxygen Midtown, I, LLC, and Hotel Oxygen Palm Springs, LLC, are affiliate companies which operate hotels in Phoenix, Ariz. The companies are wholly owned subsidiaries of Oxygen Hospitality Group, Inc., an owner-operator hospitality company that acquires, renovates and manages a portfolio of mid-to upper scale branded and independent hotel assets in the U.S. Founded in 2017, Oxygen Hospitality is privately held and is headquartered in Phoenix, Ariz. Hotel Oxygen Midtown, I and its affiliates, Hotel Oxygen Palm Springs, A Great Hotel Company, Arizona LLC, and A Great Hotel Company, LLC, filed Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-14399) on Nov. 12, 2019. In the petitions signed by David Valade, chief financial officer, Hotel Oxygen Midtown was estimated to have assets of $1 million to $10 million and liabilities of $100,000 to $500,000. Judge Paul Sala oversees the cases. Guidant Law, PLC, is the Debtors' legal counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Dickinson Wright PLLC. IGLESIA TABERNACULO: Has Deal With Creditor; Plan Hearing Jan. 22 ----------------------------------------------------------------- Judge Edward A. Godoy has entered an order conditionally approving the Disclosure Statement of debtor Iglesia Tabernaculo De Adoracion Y Alabanza Inc., and setting a hearing on the Debtor's Plan later this month. A hearing for the consideration of the final approval of the Disclosure Statement and the confirmation of the Plan and of such objections as may be made to either will be held on Jan. 22, 2021 at 1:30 p.m. via Microsoft Teams. The hearing was previously scheduled for Jan. 21. Objections and ballots accepting or rejecting the Plan were due 14 days prior to the hearing. As of Jan. 13, 2021, no objections to the Plan and Disclosure Statement have been filed. The Debtor filed a Small Business Chapter 11 Plan and a corresponding Disclosure Statement on Dec. 18, 2020. Under the Plan, the $915,000 secured claim by creditor Nemesio Reyes Rivera will be paid pursuant to agreement filed before the Court on Dec. 17, 2020, whereby the secured claim in the amount of $915,000 plus 4% annual interest, will be paid in 120 monthly payments of $9,264. Rivera's deficiency claim of $940,209 will be paid $60,000, for a recovery of 6.38%. The Debtor did not identify other unsecured claims. A copy of the Disclosure Statement dated Dec. 18, 2020, is available at https://bit.ly/2XHhKEA About Iglesia Tabernaculo De Adoracion Y Alabanza, Inc. Iglesia Tabernaculo De Adoracion Y Alabanza, Inc. is a nonprofit religious organization that operates an evangilical church. The Company owns in fee simple a real property, where the church is located, at PR Road 132, Km. 22.6, Canas Ward, Ponce, PR, having an appraised value of $915,000. Iglesia Tabernaculo De Adoracion Y Alabanza, Inc., filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-01752) on May 5, 2020. In the petition signed by Jesus F. Perez Gutierrez, president, the Debtor disclosed $938,025 in assets and $1,274,467 in liabilities. Noemi Landrau Rivera, Esq. at LANDRAU RIVERA & ASSOCIATES, represents the Debtor. INSPIREMD INC: To Sell $10.4 Million Shares Under Sales Agreement ----------------------------------------------------------------- InspireMD, Inc. and A.G.P./Alliance Global Partners, as sales agent, increased, from $9,300,000 to $10,382,954, the aggregate amount of shares of the Company's common stock, $0.0001 par value per share that may be sold under the Sales Agreement, dated July 28, 2020, to which they are party with one another. Under the Sales Agreement, the Company may offer and sell its Shares, from time to time, at its option, through or to A.G.P., in an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or if specified by the Company, by any other method permitted by law. Shares that have been or that may be offered and sold under the Sales Agreement have been and will be issued and sold pursuant to the Company's Registration Statement on Form S-3 (File No. 333-223130), filed with the Securities and Exchange Commission on Feb. 21, 2018 and the prospectus supplement filed with the SEC on July 28, 2020, relating to the Offering. On Jan. 11, 2021, due to an increase in the amount of its public float since the date of the Prospectus Supplement, the Company filed a supplement to the Prospectus Supplement in order to increase the aggregate size of the Offering from $9,300,000 to $10,382,954. As described in the Supplement, prior to the start of trading on Jan. 11, 2021, $9,285,959 of Shares had been sold pursuant to the Offering under the Prospectus Supplement, and, based on the new larger maximum Offering size described in the Supplement, an aggregate of up to $1,096,995 of additional Shares may be sold. The Company has been using, and currently intends to continue to use, any net proceeds from the Offering for research and development, sales and marketing, working capital and other general corporate purposes, and any other purposes that may be stated in any future prospectus supplement. About InspireMD Inc. Headquartered in Tel Aviv, Israel, InspireMD -- http://www.inspiremd.com-- is a medical device company focusing on the development and commercialization of its proprietary MicroNet stent platform technology for the treatment of complex vascular and coronary disease. A stent is an expandable "scaffold-like" device, usually constructed of a metallic material, that is inserted into an artery to expand the inside passage and improve blood flow. Its MicroNet, a micron mesh sleeve, is wrapped over a stent to provide embolic protection in stenting procedures. InspireMD recorded a net loss of $10.04 million for the year ended Dec. 31, 2019, compared to a net loss of $7.24 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.61 million in total assets, $4.33 million in total liabilities, and $11.28 million in total equity. Kesselman & Kesselman, in Tel-Aviv, Israel, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 9, 2020, citing that the Company has suffered recurring losses from operations and cash outflows from operating activities that raise substantial doubt about its ability to continue as a going concern. INTERPACE BIOSCIENCES: Enters Into $5 Million Promissory Notes -------------------------------------------------------------- Interpace Biosciences, Inc. entered into promissory notes with Ampersand 2018 Limited Partnership in the amount of $3 million, and 1315 Capital II, L.P. in the amount of $2 million, respectively, and a related security agreement. Ampersand holds 28,000 shares of the Company's Series B Convertible Preferred Stock, which are convertible from time to time into an aggregate of 4,666,666 shares of the Company's Common Stock, and 1315 Capital holds 19,000 shares of the Company's Series B, which are convertible from time to time into an aggregate of 3,166,668 shares of its Common Stock. On an as-converted basis, such shares would represent approximately 39.3% and 26.7% of its fully-diluted shares of Common Stock, respectively. In addition, pursuant to the terms of the Series B certificate of designation and an amended and restated investor rights agreement among the Company and Ampersand and 1315 Capital, they each have the right to (1) approve certain of its actions, including our borrowing of money and (2) designate two directors to its Board of Directors. As a result, the Company considers the Notes and Security Agreement to be a related party transaction. The rate of interest on the Notes is equal to eight percent per annum and their maturity date is the earlier of (a) June 30, 2021 and (b) the date on which all amounts become due upon the occurrence of any event of default as defined in the Notes. No interest payments are due on the Notes until their maturity date. All payments on the Notes are pari passu. In connection with the Security Agreement, the Notes are secured by a first priority lien and security interest on substantially all of the assets of the Company. Additionally, if a change of control of the Company occurs the Company is required to make a prepayment of the Notes in an amount equal to the unpaid principal amount, all accrued and unpaid interest, and all other amounts payable under the Notes out of the net cash proceeds received by the Company from the consummation of the transactions related to such change of control. The Company may prepay the Notes in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid amount may be re-borrowed. The Notes contain certain negative covenants which prevent the Company from issuing any debt securities pursuant to which the Company issues shares, warrants or any other convertible security in the same transaction or a series of related transactions, except that Company may incur or enter into any capitalized and operating leases in the ordinary course of business consistent with past practice, or borrowed money or funded debt in an amount not to exceed $4.5 million that is subordinated to the Notes on terms acceptable to Ampersand and 1315 Capital; provided, that if the aggregate consolidated revenue recognized by the Company as reported on Form 10-K as filed with the SEC for any fiscal year ending after Jan. 10, 2020 exceeds $45 million dollars, the Debt Threshold for the following fiscal year shall increase to an amount equal to: (x) ten percent; multiplied by (y) the consolidated revenue as reported by the Company on Form 10-K as filed with the SEC for the previous fiscal year. Termination of Material Definitive Agreement On Jan. 5, 2021, the Company terminated the Loan and Security Agreement with Silicon Valley Bank dated Nov. 13, 2018, as amended March 18, 2019 in accordance with the terms of the SVB Loan Agreement. In connection with the termination, SVB waived its right to any termination fees and released its security interest in the assets of the Company. The SVB Loan Agreement included a revolving loan component with a limit of up to $4.0 million, available for working capital purposes, and an original maturity date of Nov. 13, 2021. Prior to the termination, the borrowing limit of the Revolver was (a) the lower of: (i) $4.0 million and (ii) 80% of the Company's eligible accounts receivable (as adjusted by SVB), reduced by (b) (i) any outstanding advances under the Revolver, of which there are none as of September 30, 2020; (ii) the Landlord Letter of Credit, in the maximum amount of $1 million; and (iii) any outstanding term loans, of which there was none due to repayment in 2019. The Revolver was the only remaining component of the SVB Loan Agreement. The Company terminated the SVB Loan Agreement to facilitate entry into the Security Agreement with Ampersand and 1315 Capital. During October 2020, the Company further amended the SVB Loan Agreement, adding the Company's subsidiary, Interpace Pharma Solutions, Inc. as a borrower thereunder and granting SVB a continuing lien upon and security interest in all of the assets of IPS. The Company had been in compliance with the terms of the SVB Loan Agreement through the date of termination of the SVB Loan Agreement. About Interpace Diagnostics Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- offers specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Clinical services, through Interpace Diagnostics, provides clinically useful molecular diagnostic tests, bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Pharma services, through Interpace Pharma Solutions, provides pharmacogenomics testing, genotyping, biorepository and other customized services to the pharmaceutical and biotech industries. Interpace reported a net loss attributable to common stockholders of $27.16 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $12.19 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $78.43 million in total assets, $30.20 million in total liabilities, and $46.54 million in preferred stock, and $1.69 million in total stockholders equity. INVESTVIEW INC: Signs Marketing & Distribution Agreement with Oneir ------------------------------------------------------------------- Investview, Inc. disclosed two new product packages for worldwide distribution as a result of their exclusive marketing and distribution agreement with Oneiro, N.A. The definitive agreement entered into in early December 2020 utilizes Investview's industry leading financial technology and global distribution organization to make ndau, the World's First Adaptive Digital Currency, available to its customers. Investview entered into the agreement with Oneiro, N.A. Inc. the developer of the decentralized digital currency, ndau, to offer product packages that include ndau to its worldwide customer base. The first product packages will be available in pre-launch this month. ndau is a digital currency optimized for a long-term store of value with attractive staking rewards for ndau holders. "Digital currencies have now fully emerged into the mainstream with Bitcoin as the pioneer. The increase in value of cryptocurrencies such as Bitcoin, Ethereum, and others have created significant interest from individuals and institutions alike," said Joe Cammarata, Investview CEO. Although Cryptocurrencies and blockchain technologies are pretty much in their infancy, they have the potential to become the greatest technological advances since the internet. ndau is a new category of digital asset technology designed as the world's first adaptive digital currency optimized for a long-term store of value with attractive staking rewards for holders of ndau. It is viewed by crypto enthusiasts as a calmer, gentler "conservative digital currency" appealing to the masses, one that's specifically designed to be less volatile when held over the course of many years. It is also a virtual currency that is well suited to being held along with Bitcoin to help smooth out the ride. ndau has built-in monetary policy mechanisms which aims to help stabilize their value, as demand changes over time. "We are delighted to be partnering with Investview, a recognized leader in digital asset management technology and a global distribution organization, to bring ndau to a wider global audience. We believe that ndau presents an innovative and groundbreaking new form of digital money that is adaptive, aligns all users' interests, and has an embedded mechanism which strives to create more stability and sustainable growth potential over the long term as user adoption increases. ndau has been built to the highest institutional standards and has been through rigorous security testing and certifications," said Rob Frasca, director of Oneiro. "Investview's mission of making financial technology advances available to the masses is the driving force behind these new product packages. Digital currencies have the ability to create great reward, but they include great risk. Investview is working with companies such as Oneiro to create packages for individuals to participate while mitigating downside risk. The packages will include ndau and a time element so the purchaser knows how long they will hold the coin. The packages to be released include a 3-month package and a 3-year package. The three-year product package will also include a protection component underwritten by a third party that will preserve the package purchase price," said Mario Romano, Investview's Director of Finance. Added Joe Cammarata, Investview CEO, "At Investview we remain tightly focused on our mission to provide education and access to leading edge technology, information, and financial tools that empower individuals to improve their quality of life. Through Investview's partnership with Oneiro, we have arranged access to "ndau" for our customers around the world through our new ndau TPP product package sold exclusively by our distribution network. By providing education and access to leading edge technology our customers can participate in the forefront of the digital currency movement. Together Investview and Oneiro will unlock the full potential of digital transformations and help our clients on the best path for success in the new digital business landscape. Announcing the "ndau TPP" product offering at this time is an epic milestone toward extending Investview's leadership in transformational digital asset technology ensuring individuals from all backgrounds can participate if they choose to do so." About Investview Headquartered in Salt Lake City, Utah, Investview, Inc., is a diversified financial technology organization that operates through its subsidiaries, to provide financial products and services to individuals, accredited investors and select financial institutions. Investview reported a net loss of $21.28 million for the year ended March 31, 2020, compared to a net loss of $4.98 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $9.71 million in total assets, $29.32 million in total liabilities, and a total stockholders' deficit of $19.61 million. Haynie & Company, in Salt Lake City, Utah, the Company's auditor since 2017, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has suffered losses from operations and its current cash flow is not enough to meet current needs. This raises substantial doubt about the Company's ability to continue as a going concern. IOLA LIVING: Seeks Approval to Hire Alliance Appraisal ------------------------------------------------------ Iola Living Assistance, Inc. seeks authority from the U.S. Bankruptcy Court for the Eastern District of Wisconsin to employ Alliance Appraisal Group, as its appraiser. On Nov. 11, 2020, the Debtor filed its initial application to employ Jeffrey G. Pelegrin of Alliance Appraisal Group in the professional capacity of appraiser for the estate [Dkt 19]. Under that application, the Debtor sought to employ Mr. Pelegrin to appraise Living Oaks Assisted Living, located at 505 W. Iola Street, Iola, WI 54945, and the Willows, located at 515 W. Iola Street, Iola, WI 54945. On December 4, 2020, the Court entered an order approving Mr. Pelegrin's employment for the estate [Dkt 62]. The Debtor seeks to expand the scope of the services rendered by Mr. Pelegrin for the estate. Specifically, the Debtor desires to employ Mr. Pelegrin to appraise a 9.70 vacant parcel of land (Parcel No. 26-35-33-11) located southwest of the Debtor's two operating assisted living facilities, Butternut Ridge Apartments located at 165 S. Chet Krause Drive, Iola, WI 54945, and the former skilled nursing facility (formerly known as Iola Living Assistance) located at 185 S. Chet Krause Drive, Iola, WI 54945. The hourly rate for consulting, testimony preparation, and actual testimony remains $300 per hour. The Debtor remitted $5,000 as a retainer to be held in trust. Mr. Pelegrin has requested an additional $7,500 retainer for the additional services which will also be held in trust. Jeffrey G. Pelegrin, partner of Alliance Appraisal Group, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Alliance Appraisal can be reached at: Jeffrey G. Pelegrin ALLIANCE APPRAISAL GROUP 4321 West College Avenue, Suite 200 Appleton, WI 54914 Tel: (920) 460-9005 About Iola Living Assistance Iola Living Assistance, Inc. -- http://iolaseniorliving.com/-- owns and operates a rehabilitation center in Iola, Wisconsin. It offers independent living apartments, assisted living apartments, and rehabilitative/long term care. Iola Living Assistance, Inc., based in Iola, WI, filed a Chapter 11 petition (Bankr. E.D. Wis. Case No. 20-27329) on Nov. 6, 2020. In the petition signed by CEO Jordan C. Edseth, the Debtor disclosed $3,488,034 in assets and $6,224,895 in liabilities. The Hon. Katherine M. Perhach presides over the case. STEINHILBER SWANSON LLP, serves as bankruptcy counsel to the Debtor. IT'SUGAR FL: Seeks to Hire Daszkal Bolton as Accountant ------------------------------------------------------- It'Sugar FL I LLC, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of Florida to employ Daszkal Bolton, LLP as its accountant. Services the accountant will render are: -- prepare the tangible personal property tax returns for all stores in operation that are required to file tangible personal property tax returns with deadlines during the calendar year Jan. 1, 2021 to Dec. 31, 2021; -- review and assist client with responding to any notices and assessments related to the tangible personal property tax returns filed; -- assist client in preparation for audit including review of documentation and information for submission to the auditor; -- schedule and meet with auditors via remote meetings and/or at Daszkal Bolton's offices in Sunrise, Florida for review of documentation; -- review all work papers and schedules to be provided to state auditor by client; -- research any tax issues identified during the audit; -- review all preliminary audit findings to ensure that they are substantially correct and work with the auditor to resolve disagreed items; -- review the validity of auditor's adjustments; -- assist client in responding to any questions from the auditor with client's assistance; -- accumulate the necessary documentation to refute potential audit adjustments and negotiate with the auditor to reduce any audit assessments; -- negotiate with auditor for abatement of any and all contemplated penalties including drafting any required written correspondence; and -- represent the Company regarding appeals to state sales and use tax audit assessments including drafting of protest documentation, preparation and submission of additional documentation and substantiation and conferences with state taxing authorities. Daszkal's fee will be billed at their standard billing rates ranging from $90 to $425 per hour. Teri M. Kaye, C.P.A., Partner at Daszkal, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Teri M. Kaye, CPA Daszkal Bolton, LLP 2401 NW Boca Raton Blvd. Boca Raton, FL 33431 Telephone: (561) 367-1040 Facsimile: (561) 750-3236 About It'Sugar FL I It'Sugar FL I LLC is a specialty candy retailer with 100 locations across the United States and abroad. Visit https://itsugar.com for more information. It'Sugar sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20259) on Sept. 22, 2020. The Debtor has up to $50,000 in assets and liabilities. Judge Robert A. Mark oversees the case. Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as the Debtor's legal counsel. On Oct. 20, 2020, the U.S. Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee has tapped Pachulski Stang Ziehl & Jones, LLP and Fox Rothschild, LLP as its legal counsel. The Law Firm of Kopelowitz Ostrow, P.A., is serving as special counsel. JMR100 LLC: Addresses Southern Star Disclosure Objections --------------------------------------------------------- JMR100, LLC, on Jan. 4, 2021, filed a First Modification to Disclosure Statement for its Plan of Reorganization dated Nov. 25, 2020. The Modification was filed to address the objections filed by Southern Star Capital, LLC, to the Disclosure Statement. Information added to the Disclosure Statement include: * The Debtor's loan history with Southern Star Capital, LLC. The Debtor discloses that it made six payments on the Southern Star disputed debt and is entitled to be credited for additional payments including the $259,000 certificate of deposit belonging to Debtor being held and/or controlled by Southern Star as security for the loan, that was to be paid to the Debtor and never credited to the Debtor. The allocation and application of the $259,000 is in dispute. Southern Star alleges that several state courts have rejected Debtor's legal arguments disputing the Southern Star debt. The Debtor disagrees: the state courts have rejected the request for temporary injunction only to halt foreclosure proceedings during the course of the litigation. No determination or legal findings have been made regarding the substantive arguments in the cases. * Development of the Debtor's property. Southern Star Capital alleges that despite the Debtor's goal of developing its real property, no work has been done to develop it since the loan was made in February 2019 and it remains raw land. The Debtor disagrees. There are permits, planning, platting, and other steps that have been taken to develop the land. * Construction Loan. The Debtor has been in discussion with and has bids out to various construction lenders. The Debtor believes it will be in a good position to receive a bridge loan and construction loan from Jim Martin Construction to implement the Plan, due to the lifting of restrictions due to COVID-19, the continued implementation or roll out of a COVID-19 vaccine, and the reopening of the economy. Southern Star alleges that the Debtor has not attached a real budget to complete the development. The Debtor believes its Budget and Draw Schedule, attached to its Disclosure Statement is a realistic estimation of what it will take to develop the parcels for sale based on its opinion and experience in real estate development. A copy of the First Modification is available at https://bit.ly/3ss0EbQ Attorneys for the Debtor: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About JMR100, LLC Based in Aledo, Texas, JMR100, LLC, classifies its business as Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). It owns 99.663acres of unimproved land situated in the T. & P. RR. Co. Survey, Abst. No. 1509 located on White Settlement Road in Parker County near Aledo, Texas. It intends to divide and develop the Property into residential lots for sale to homebuilders or others for profit. JMR100, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-42790) on Sept. 1, 2020. The petition was signed by Tim Barton, president. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Edward L. Morris oversees the case. Joyce W. Lindauer Attorney, PLLC, is the Debtor's legal counsel. JOHNSON'S QUALITY: Feb. 11 Hearing on Disclosure Statement ---------------------------------------------------------- Judge Karen K. Specie has ordered that the hearing to consider approval of the disclosure statement explaining Johnson's Quality Lawncare, Inc.'s Chapter 11 plan will be held on Feb. 11, 2021, at 2:00 p.m., Eastern Time, via CourtCall. Feb. 4, 2021, is fixed as the last day for filing and serving written objections to the disclosure statement in accordance with Fed. R. Bankr. P. 3017(a). As reported in the TCR, the Debtor filed a Chapter 11 Plan and a Disclosure Statement dated Dec. 18, 2020. The Debtor will convey all tools and equipment subject to Peoples South's lien. The Debtor proposes no payments to allowed unsecured creditors as the business is terminating and there are no unencumbered assets to liquidate to pay creditors on a pro rata basis from any funds which could be received. A full-text copy of the Disclosure Statement dated Dec. 18, 2020, is available at https://bit.ly/3nWhZHB from PacerMonitor.com at no charge. About Johnson's Quality Lawncare Johnson's Quality Lawncare, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 19-50171) on Dec. 11, 2019. At the time of the filing, the Debtor estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Karen K. Specie oversees the case. Charles Wynn Law Offices, P.A. is the Debtor's legal counsel. JUDGIN TRANSPORTATION: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Judgin Transportation, Inc. 7501 S Lemont Road, Suite 24 Woodridge, IL 60517 Business Description: Judgin Transportation, Inc. is a trucking company in Woodridge, Illinois. Chapter 11 Petition Date: January 13, 2021 Court: United States Bankruptcy Court Northern District of Illinois Case No.: 21-00460 Debtor's Counsel: David Freydin, Esq. LAW OFFICES OF DAVID FREYDIN 8707 Skokie Blvd., Suite 305 Skokie, IL 60077 Tel: 888-536-6607 Fax: 866-575-3765 E-mail: david.freydin@freydinlaw.com Total Assets: $735,020 Total Liabilities: $2,090,229 The petition was signed by Jevgenij Golubovskij, president and owner. 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/RYZURZA/Judgin_Transportation_Inc__ilnbke-21-00460__0001.0.pdf?mcid=tGE4TAMA LAROCHE CARRIER: Plan & Disclosures Due Feb. 15 ----------------------------------------------- Judge Robert E. Grant granted Laroche Carrier LLC an extension until Feb. 15, 2021, of its deadline to file a disclosure statement and Chapter 11 plan. Judge Grant granted the Debtor an extension of 60 days. Although the motion to extend time to file a disclosure statement requested an extension of 90 days, filed Oct. 16, 2020, the amended notice of the motion says that the Debtor is asking for 60 days -- not 90. Given that this is the Debtor's second attempt to give appropriate notice of the motion in accordance with the Court's order of October 19, 2020, the court is willing to give the movant the additional, albeit shorter,time creditors were told debtor was seeking, rather than deny the motion in its entirety. About LaRoche Carrier LaRoche Carrier, LLC, was engaged in using multiple vehicles and multiple trailers. The company was paying drivers by the miles and ran into difficulty keeping drivers and also having mechanical failures for both the tractors and the trailers. Laroche Carrier LLC sought Chapter 11 protection (Bankr. N.D. Ind. Case No. 19-10532) on April 1, 2019. Frederick W. Wehrwein, Esq., at FRED WEHRWEIN, P.C., is the Debtor's counsel. LEGENDS HOSPITALITY: Moody's Gives B3 CFR & Rates $350MM Notes B3 ----------------------------------------------------------------- Moody's Investors Service assigned to Legends Hospitality Holding Company, LLC a B3 corporate family rating and a B3-PD probability of default rating. Concurrently, Moody's assigned a B3 rating to the company's proposed $350 million senior secured notes due 2026. The rating outlook is stable. The net proceeds from the proposed notes, unrated $150 million senior secured revolving credit facility and unrated $125 million senior unsecured PIK notes, along with equity from affiliates of financial sponsor Sixth Street Partners, LLC, will be used to increase Legend's cash balance by over $100 million, refinance existing debt and purchase a 51% interest in Legends from its current owners, including, among others, affiliates of New Mountain Capital, who are selling their entire stake, and affiliates of the New York Yankees Major League Baseball and Dallas Cowboys National Football League franchises, with each retaining a significant minority equity stake. RATINGS RATIONALE "Over $200 million in cash and revolver availability pro forma for the proposed transactions positions the company with adequate liquidity to fund the remaining months of cash burn caused by coronavirus related disruption to its customer's arenas, events and locations," said Edmond DeForest, Moody's Vice President and Senior Credit Officer. DeForest continued: "The ratings incorporate Moody's expectations for Legends' revenue and business operations to return to 2019 levels over the course of 2021, assuming the pandemic abates, leading to credit metrics in line with the B3 rating category, including financial leverage around 7 times and low single digit free cash flow to debt, by 2022." The B3 CFR reflects Moody's expectations for Legend's revenue, profits and free cash flow to recover to run-rate levels higher than recorded in 2019 during the next 12 to 18 months. Food and merchandise operations will remain meaningfully depressed over the first half of 2021 until coronavirus-related restrictions are lifted and attendance recovers, which Moody's anticipates will be substantially complete in the second half 2021. New locations including SoFi Stadium in Inglewood, CA will help Legends outpace 2019 financial results once live event restrictions are lifted. Financial metrics and positive free cash flow are expected to lag operations, returning to normalized levels in 2022. Coronavirus-driven declines in revenue and EBITDA have led the company's financial leverage to peak well above 10 times in 2020. Moody's anticipates debt to EBITDA will peak in the first half of 2021 but then decline to below 7 times by the end of 2022. Similarly, Moody's anticipates Legends will have negative monthly free cash flow until stadiums, arenas and attractions return to normal operations as the coronavirus wanes. The potential for longer-than-anticipated adverse coronavirus impacts to the business weigh on the rating. All financial metrics cited reflect Moody's standard adjustments. Revenues are concentrated among top customers, such as the New York Yankees, Dallas Cowboys, Live Nation and the One World Trade Center Observatory. However, concentration risk is mitigated by long-term contracts with each, as well as significant ownership interests in Legends by affiliates of each the Yankees and Cowboys. While food and merchandise businesses remain at risk for ongoing disruption if coronavirus impacts persist, long term contracts help insure revenue will return once operations resume. Legends has arena planning, development and seat license sale businesses that continue to generate revenue despite the pandemic, providing some business line diversity. Legends faces substantial challenges due to coronavirus pandemic-related social distancing restrictions and larger restrictions on event attendance in the near term. Changes to fan behavior and attendance may develop as a result of the pandemic, highlighting social risk to the business. Broadly, 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 sponsored company, Moody's expects shareholder-friendly financial strategies including debt-funded acquisitions and shareholder returns. Moody's notes minority stakes held by affiliates of the Yankees and Cowboys are governance positives given these entities are also top customers of Legends. The B3 rating assigned to the proposed $350 million senior secured notes due 2026 reflects the B3-PD PDR and an LGD assessment of LGD3. The notes rank behind around $10 million of priority accounts payable from critical vendors and the unrated $150 million revolving credit facility, which is secured pari passu to the notes but has a liquidation preference over the notes, in Moody's hierarchy of claims at default and ahead of the unrated $125 million senior unsecured PIK notes due 2027. The rated debt is guaranteed by subsidiary entities generating 87% of Legends' revenues and 80% of its EBITDA, according to the company. The non-guarantor EBITDA stems from operations located in One World Trade Center Observatory spaces leased from the Port Authority of New York and New Jersey (Aa3 negative) which cannot provide guarantees due to the lease terms. Moody's considers Legends' liquidity profile good. An anticipated post-close cash balance of $91 million, in tandem with $120 million of revolver availability, should comfortably fund operations during the early part of 2021 when Moody's anticipates monthly free cash flow will remain negative. Moody's expects a return to positive monthly free cash flow during 2021, but notes historic seasonality of cash flows could result in negative free cash flow in certain months in 2022. Revolver availability is subject to a $30 million minimum liquidity covenant, as defined in the agreement, over the next 12 to 15 months. The stable outlook reflects Moody's expectation for the resumption of attended live events by Legends' largest customers in 2021 will drive debt to EBITDA below 7.0 times, EBITA margins in excess of 6% and free cash flow to debt near 3% in 2022. The stable outlook also incorporates Moody's anticipation that Legends has sufficient liquidity to fund the expected cash burn until business operations normalize. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if, after revenue and EBITA margins return to pre-pandemic levels, Moody's expects Legends will sustain: debt to EBITDA around 6 times, free cash flow to debt of about 5%, good liquidity and balanced financial strategies. The ratings could be downgraded if Moody's anticipates: 1) revenue and EBITA margins will recover more slowly than currently expected, 2) debt to EBITDA will remain over 8 times, 3) free cash flow will remain small or negative, leading to a diminished liquidity profile or 4) more aggressive financial strategies featuring debt-financed acquisitions or shareholder returns. Issuer: Legends Hospitality Holding Company, LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Gtd Senior Secured Regular Bond/Debenture, Assigned B3 (LGD3) Outlook, is Stable The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Legends, headquartered in New York, New York, founded in 2008 by affiliates of the New York Yankees and Dallas Cowboys and controlled by affiliates of Sixth Street Partners, LLC, is a provider of food & beverage, merchandise, and further complementary solutions, such as pre-construction feasibility studies, brand partnership sales and event-day hospitality services to global sports franchises and facilities, universities, events and tourist attractions. Moody's expects 2020 revenues of less than $200 million, but anticipates 2021 revenue to approach the $871 million in sales the company recorded in 2019. LIFE TIME: S&P Affirms 'CCC+' ICR on Refinancing; Outlook Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Chanhassen, Minn.-based fitness club operator Life Time Inc. Life Time Inc. plans to issue $750 million in senior secured notes due in 2026 and use the proceeds to repay $550 million of its outstanding term loan B, repay approximately $130 million in outstanding balances under its revolving credit facility, and add cash to the balance sheet. The company also plans to amend and extend its senior secured credit facility, pushing the revolver maturity to September 2024 from August 2022 and the term loan B maturity to December 2024 from June 2022. S&P said, "At the same time, we are assigning a 'B-' issue-level rating and '2' (rounded estimate: 85%) recovery rating to the proposed senior secured notes and the proposed reduced $925 million term loan B commitment due 2024, which rank pari passu with each other." "We will lower our issue-level rating on the company's $358 million senior secured revolver to 'B-' from 'B' and revising our recovery rating to '2' (rounded estimate: 85%) from '1' (rounded estimate: 95%), reflecting incremental secured debt in the capital structure and weaker recovery prospects for senior secured lenders upon successful completion of the proposed transactions." "We are affirming the 'CCC+' rating because the proposed transactions extend maturities, add liquidity, and lower the probability of a near term default. However, we believe the company will maintain very high leverage through 2022. The proposed notes issuance, extension of maturities on its revolver and term loan B, and demonstrated ability to raise capital through sale leaseback transactions--even under stressed conditions in 2020--could give it enough runway to avoid a near-term default or restructuring even if COVID-19 immunization efforts extend beyond mid-2021. However, under our updated base-case forecast, we believe Life Time was about 20% below its pre-pandemic membership base at the end of 2020 and could recover slowly over the next two years. This results in revenue below that of 2019 and very high leverage through 2022. State and local capacity restrictions at Life Time's facilities, intermittent state-mandated closures of fitness clubs, and ongoing consumer apprehension about returning to the gym could slow revenue, EBITDA, and cash flow recovery even after wide-scale vaccine availability in mid-2021." "Under our base-case forecast, which includes some temporary facility closures (five of the company's clubs are currently closed), we expect 2021 revenue approximately 30%-40% below that of 2019 (previous estimate was 15%-20%) and 2021 EBITDA approximately 55%-65% below that of 2019. We expect 2022 revenue to improve 40%-50% and EBITDA to approximately double if the company is able to achieve a full year of normalized membership base and operations and returns to near 2019 EBITDA margin." As a result, Life Time's lease and preferred share adjusted debt to EBITDA could still be as high as 8x in 2022." Under these assumptions, EBITDA coverage of cash interest could be about 1x in 2021 and improve to the high-1x area in 2022. Despite the incremental liquidity and improved maturity profile following the proposed transactions, such leverage and cash interest coverage could make the capital structure unsustainable with additional unforeseen risk events or operating missteps. Life Time and other fitness operators face significant challenges rebuilding membership bases reduced by the COVID-19 pandemic, and luxury operators are hit with steeper declines. P said, "We believe at the end of 2020 Life Time had approximately 40% fewer paying access members and a total membership base (including "on-hold" members) 20% lower than before the crisis. While we understand Life Time has historically brought about 80% of its frozen membership base back to a full dues-paying access, such retention may not be achievable post-pandemic. We believe the reason for membership freezes is largely different now, and the duration is likely longer. Members on hold as a result of the pandemic have had significant time to begin changing their fitness habits and may reassess continuing to pay for high-priced memberships. We also believe bringing in new members could be costly and compress margins in 2021 and 2022. Life Time is likely to maintain discipline around discounting membership dues to protect its strong upscale brand identity. But in an attempt to recover its historical membership base, the company may offer other customer incentives such as waived initiation fees, discounts, and credits for personal training and other in-center ancillary services. This could reduce revenue or increase costs until membership mostly recovers. We also believe long-term consumer fitness preference may change because of prolonged social-distancing measures if some consumers prefer to switch exclusively for a period to in-home fitness alternatives." Pro forma for the refinancing transactions, the company would have enough liquidity to weather another round of COVID-19-related temporary and partial club closures, or a potentially slower-than-expected membership and revenue recovery. S&P said, "We expect Life Time will have approximately $70 million in balance sheet cash and full access to its $358 million revolving credit facility following the transaction; although it will be required to maintain a minimum liquidity balance of $100 million. Even under stressed conditions, it would have adequate liquidity over the next year. However, Life Time also has $450 million of senior unsecured notes due in 2023. If it encounters extended stress and has leverage greater than 8x in 2022, we believe refinancing this maturity could be costly or problematic." Life Time is likely to continue to require external financing to fund very high budgeted capital expenditures (capex) on new club development. S&P said, "Under our base-case assumptions, we assume capex will total $250 million-$300 million, including approximately $200 million of new club development in 2021. We expect it to continue using sale leaseback transactions to fund this growth spending. We assume its free operating cash flow deficit will be $150 million-$200 million in 2021. Additionally, we believe that Life Time will continue its strategy of using external financing to fund growth capital expenditure for the forseeable future. We expect the company may have difficulty unwinding committed capex near the start of construction. There is typically a timing lag of capex and sale leaseback proceeds that creates incremental financing risk." Life Time's membership and revenue recovery may be helped by restoring pre-pandemic revenue diversification, continued ability to recruit members without significant dues discounting, and higher club utilization than some peers'. The company operates 149 clubs, with moderate regional concentration in Minnesota and Texas. Additionally, pre-pandemic annual attrition was in the mid-30% area and compares favorably to some peers'. S&P also believes Life Time's prior high share of revenue derived from ancillary services, including personal training, child care, and child centers, is a credit positive. These result in greater club utilization and member loyalty, typically generating higher EBITDA margins than memberships alone. Pandemic-driven closures of competitors' clubs may result in significant industry consolidation and could help Life Time recover membership. As a result of significant financial distress, fitness operators have closed clubs. S&P said, "We expect reduced traditional fitness club supply could benefit operators such as Life Time that have maintained or expanded their club footprints. However, a large portion of closed fitness clubs are mid-tier. We believe that some of their customers are unlikely to upgrade, opting for in-home fitness alternatives or budget fitness clubs." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P said, "The negative outlook reflects our expectation for a slow recovery in members, revenue, and EBITDA over the next two years resulting in very high leverage through 2022. We also believe there is the potential for further COVID-19-driven club closures and revenue disruption at least in the first half of 2021." "We could lower the ratings if we believe the company's liquidity position could worsen; it would enters into a debt restructuring in the next 12 months; or given large term loan B outstanding balances due in approximately two years under the existing credit facility, the company does not complete the proposed transactions." "We could revise our outlook to stable or positive once we believe the company has begun to expand its significantly reduced membership base, and improved its revenue, EBITDA and cash flow to levels that can comfortably cover fixed charges, causing us to conclude the capital is sustainable over the long term." LOS ANGELES SCHOOL: Objection Resolved; Plan Confirmed ------------------------------------------------------ Los Angeles School of Gymnastics, Inc., filed its first Amended Plan of Reorganization on Dec. 16, 2020, and set the Plan for a confirmation hearing on Jan. 12, 2021. At the hearing, the judge confirmed the Plan. Richard Solomon, as Trustee of the Richard Elliott Solomon Revocable Trust, filed an objection to the Plan. No other objections were made to the Plan. The objection essentially concerned that if the Debtor did not vacate the Higuera premises by the Possession Date, there would be sufficient funds in the Debtor's bankruptcy estate after the Effective Date to potentially pay Solomon's claims as provided in the parties relief stipulation. The parties resolved their disputes pursuant to a court-approved stipulation. Solomon agrees to withdraw the objection. The Debtor agrees that it reserve $200,170, until the SBA PPP loan is forgiven, and the same $200,170 will also be resolved for the Richard Elliott Solomon Recovable Trust until the earlier of Feb. 28, 2021, if the Debtor vacates the Higuera premises. Reorganization Plan Los Angeles School of Gymnastics, Inc. submitted a First Amended Plan of Reorganization on Dec. 16, 2020. The Class 1 Secured Claim of SBA, based upon a Note pursuant to which SBA made a loan in the principal amount of $150,000, will be paid as a fully amortized loan as set forth in the loan documents from the Effective Date, and paid in monthly installments of interest and principal as set forth in the loan documents which payments commence in June 2021, requiring the Debtor to pay principal and interest payments of $731 every month beginning 12 months from the date of the Note over the 30-year term of the SBA Loan. Class 3 Unsecured claims of General Unsecured Creditors in the amount of $207,684 is impaired. The Reorganized Debtor will pay such claims a total of $207,684 calculated to be 100% of the value of the General Unsecured Claims. The Plan will be funded by these sources and in the following order of priority based on available capital: (1) the cash reserves the Debtor has accumulated prior to the bankruptcy filing and on hand in the Debtors possession on the Effective Date approximately $900,000, and (2) the operation of the gymnastics school. A full-text copy of the First Amended Plan of Reorganization dated Dec. 16, 2020, is available at https://bit.ly/3rw60Th from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael S. Kogan KOGAN LAW FIRM, APC 1849 Sawtelle Blvd., Suite 700 Los Angeles, California 90025 Telephone (310) 954-1690 E-mail: mkogan@koganlawfirm.com About Los Angeles School of Gymnastics Culver City, Calif.-based Los Angeles School of Gymnastics, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-18203) on Sept. 8, 2020. In the petition signed by CEO Tanya Berenson, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Deborah J. Saltzman presides over the case. Kogan Law Firm, APC, serves as the Debtor's bankruptcy counsel. LOT 4 HARRINGTON: Hires Samuel P. Reef as Counsel ------------------------------------------------- Lot 4 Harrington Drive, LLC seeks authority from the US Bankruptcy Court for the District of Massachusetts to hire the Law Office of Samuel P. Reef as its counsel. Services the counsel will render are: a. provide legal advice with respect to the powers, rights, and duties of the Debtor in the continued management and operation of its business; b. provide legal advice and consultation related to the legal and administrative requirements of operating the Chapter 11 bankruptcy case; c. take all necessary actions to protect and preserve the Debtor's estate; d. prepare any necessary pleadings or other documents necessary to the administration of the estate; e. represent the Debtor's interest at the Meeting of Creditors, pursuant to Sec. 341 of the Bankruptcy Code, and at any other hearing scheduled before the Court; f. assist and advise the Debtor in the formulation, negotiation, and implementation of a Chapter 11 Plan and all documents related thereto; g. assist and advise the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of corporate transactions, including sales of assets, in this bankruptcy case; h. assist and advise the Debtor with respect to the use of cash collateral and obtaining exit financing and negotiating, drafting, and seeking approval of any documents related thereto; i. review and analyze all claims filed against the Debtor's Bankruptcy estate and advise and represent the Debtor in connection with the possible prosecution of objections to claims; j. assist and advise the Debtor concerning any executory contract and unexpired leases; k. coordinate with other professionals employed in the case to rehabilitate the Debtor's affairs; l. perform all other bankruptcy related legal services. The firm received a retainer in the amount of $5,000. The firm will be paid based on its standard hourly rates plus reimbursement of actual and necessary expenses. Law Office of Samuel P. Reef does not hold or represent an interest adverse to the Debtor or its estate and is a disinterested person within the meaning of 11 U.S.C. 101(14). The firm can be reached through: Samuel P. Reef, Esq. LAW OFFICE OF SAMUEL P. REEF 77 Pond St. Sharon, MA 02067 Phone: +1 781-784-7777 E-mail: sam@reeflaw.com About Lot 4 Harrington Drive, LLC Lot 4 Harrington Drive, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 20-41109) on Nov. 20, 2020, listing under $1 million in both assets and liabilities. Samuel P. Reef, Esq. at the LAW OFFICE OF SAMUEL P. REEF represents the Debtor as counsel. LSC COMMUNICATIONS: PBGC Out as Committee Member ------------------------------------------------ The U.S. Trustee for Region 2 disclosed in a court filing that as of Jan. 12, these creditors are the remaining members of the official committee of unsecured creditors in the Chapter 11 cases of LSC Communications, Inc. and its affiliates: 1. A.J. Jersey, Inc. 125 Saint Nicholas Avenue South Plainfield, NJ 07080 Attention: David Rizzo Telephone: 908-754-7333 2. Graphic Communications Conference of the International Brotherhood of Teamsters National Pension Fund 455 Kehoe Blvd, Suite 101 Carol Stream, IL 60188 Attention: George N. Smetana, Administrator Telephone: 630-871-7733 3. Charles L. Winchester 3320 Sanctuary PT. Fort Myers, FL 33905 Telephone: 908-403-6895 4. Scot H. Smith 1125 South Race Street - #206 Denver, CO 80210 Telephone: 720-273-5985 Pension Benefit Guaranty Corp. was previously identified as member of the creditors committee. Its name no longer appears in the new notice. 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: Judge Denies Bid to Appoint Equity Committee -------------------------------------------------------------- Judge John Dorsey of the U.S. Bankruptcy Court for the District of Delaware denied the motion filed by the ad hoc committee of equity holders to appoint an official equity committee in the Chapter 11 case of of Mallinckrodt plc. The adhoc committee requested for the appointment of an official equity committee after the company's management negotiated a restructuring support agreement which, the ad hoc committee said, would extinguish 84.6 million shares of common stock held by investors while increasing the management's equity ownership interest in the company from about 1 percent to 10 percent. About Mallinckdrodt 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. 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 them. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Judge John T. Dorsey oversees the cases. The Debtors tapped Latham & Watkins LLP and Richards, Layton & Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell, Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim Securities LLC as investment banker; and AlixPartners LLP as restructuring advisor. Prime Clerk, LLC is the claims agent. The official committee of unsecured creditors retained Cooley LLP as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon Advisers LLC as its financial advisor. On Oct. 27, 2020, the Office of the United States Trustee for Region 3 appointed an official committee of opioid related claimants (OCC). The OCC tapped Akin Gump Struss Hauer & Feld LLP as its lead counsel, Cole Schotz as Delaware co-counsel, Province Inc., as financial advisor, and Jefferies LLC as investment banker. MARKPOL DISTRIBUTORS: Plan of Reorganization Confirmed by Judge --------------------------------------------------------------- Judge Benjamin Goldgar on Dec. 21, 2020, entered an order confirming the Third Amended Joint Plan of Markpol Distributors, Inc., et al. A post-confirmation status hearing is set for Jan. 25, 2021, at 10:00 am. The objection of Bank of America to confirmation of the Plan was resolved. As reported in the TCR, debtors Markpol Distributors, Inc., Kozyra Holdings, LLC – 955 Lively LLC, and Vistula Development, Incorporated, and the Official Committee of Unsecured Creditors proposed a plan of reorganization for the Debtors. The Debtors intend to reorganize their businesses under the Plan by, among other things, (1) paying administrative expenses with the Debtor;s operating income, (2) compensating Fifth Third by a combination of providing a deed to the Vistula Property, selling, refinancing or providing a deed to the 955 Lively Property, Markpol making a cash payment of $150,000 shortly after confirmation, and making monthly payments until Fifth Third's claim is satisfied, (3) paying general unsecured creditors of Markpol $300,000 over time from the proceeds of Markpol's operations, and (4) paying the general unsecured creditors of Vistula and 955 Lively over a short period from cash on hand and proceeds of Markpol's operations. The equity holders of Markpol will also provide an equity pledge to guarantee the payments to general unsecured creditors owed pursuant to the Plan. A copy of the Second Amended Disclosure Statement for the Third Amended Joint Plan of Reorganization dated Oct. 28, 2020 is available at: PacerMonitor.com at https://bit.ly/3nHLcFe About Markpol Distributors Markpol Distributors, Inc. -- http://markpoldistributors.com/-- is a food distributor specializing in European grocery merchandise imported from European exporters. The Company's customers may select an offering of 4 to 24 feet selection of assorted grocery merchandise appealing to the American and European consumer. Markpol is headquartered in Wood Dale, Ill. Markpol Distributors sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 18-06105) on March 2, 2018. On May 30, 2018, Vistula Development, Incorporated and Kozyra Holdings, LLC - 955 Lively, LLC each filed Chapter 11 petitions (Bankr. N.D. Ill. Case Nos. 18-15604 and 18-15605). In the petition signed by CEO Mark Kozyra, Markpol estimated assets and liabilities at $1 million to $10 million. Judge Benjamin A. Goldgar is the case judge. Shelly A. DeRousse, Esq., at Freeborn & Peters LLP, is the Debtors' counsel. Rally Capital Services, LLC is the financial advisor. Patrick S. Layng, U.S. Trustee for the Northern District of Illinois, appointed an official committee of unsecured creditors on March 15, 2018. The committee retained Goldstein & McClintock LLLP as its counsel. MATCHBOX FOOD: Unsecureds to Get Share of $550K Consulting Fee -------------------------------------------------------------- Matchbox Food Group, LLC, et al., are slated to seek approval of the Disclosure Statement explaining their Chapter 11 Plan at a hearing on Jan. 28, 2021, at 10:00 a.m. by videoconference. Last day to oppose the Disclosure Statement is Jan. 21. Following a sale process, the Debtors in October 2020, won court approval to sell substantially all assets to Thompson Hospitality Group. The sale closed Nov. 15, 2020. The Consummated APA required Thompson to make a one-time payment of $11,550,000 for (i) the assets of and equity in the Conveying Subsidiaries; (ii) all intellectual property and intellectual property rights associated with the "Matchbox" brand; and (iii) and for the assumption and assignment of the leases of real property held by the conveying subsidiaries. Thompson agreed to pay to the Debtors estate a consulting fee in the amount of $550,000 at closing (the "Consulting Fee"), and agreed to waive certain claims against the Debtors at closing. The Debtors filed a Chapter 11 Plan and a Disclosure Statement on Dec. 21, 2020. EagleBank has been paid in full on its secured claim as of the sale. After payment of EagleBank's secured claims, claims of creditors holding trust fund claims under the Perishable Agricultural Commodities Act, and cure amounts owed to landlords, and reconciling amounts due under the Consummated APA with Thompson, the Debtors are holding approximately $718,000 in Sale Proceeds and the $550,000 Consulting Fee. Under the Plan, the claims of PIT Group in the amount of $13 million in Class 2 payment of the pro rata amount of its Allowed Class 2 Claim after payment of allowed administrative, priority and U.S. Trustee fees incurred as attributable to sale of substantially all of the Debtors' assets. To the extent the holder of a Class 2 Claim is not paid in full from the Sale Proceeds, such holder will have an Allowed Class 3 Claim without further action by the holder. General unsecured claims in Class 3 will each receive (1) its pro-rata share of the Consulting Fee after payment of allowed administrative, priority and U.S. Trustee fees incurred as attributable to the Debtors' operations; and (2) its pro rata share of any other Assets of the Debtors other than Sale Proceeds, including amounts obtained under the Debtors' reconciliation of amount due from Thompson under the APA, and recoveries of the Causes of Action. A full-text copy of the Disclosure Statement dated December 21, 2020, is available at https://bit.ly/37LOwKw from PacerMonitor.com at no charge. Attorneys for the Debtors: Janet M. Nesse, Esq Justin P. Fasano, Esq. 6411 Ivy Lane, Suite 200 Greenbelt, Maryland 20770 Tel: (301) 441-2420 Fax: (301) 982-9450 E-mail: jnesse@mhlawyers.com jfasano@mhlawyers.com About Matchbox Food Group Matchbox Food Group, LLC and affiliates operate a chain of casual-dining brand restaurants. On Aug. 3, 2020, Matchbox Food Group and affiliates filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Lead Case No. 20-17250). The petitions were signed by Edwin A. Sheridan IV, member. At the time of the filing, Matchbox Food Group had estimated assets of less than $50,000 and liabilities of between $50 million and $100 million. Judge Lori S. Simpson oversees the cases. McNamee, Hosea, Jernigan, Kim, Greenan & Lynch, P.A. and The Veritas Law Firm serve as Debtors' bankruptcy counsel and corporate counsel, respectively. The Debtors also tapped Abba Blum and MNBlum, LLC as accountants. MEDASSETS SOFTWARE: S&P Assigns 'B-' ICR; Outlook Stable -------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to MedAssets Software Intermediate Holdings Inc. At the same time, S&P assigned a 'B-' rating and '3' recovery rating to the company's senior secured debt. On Nov. 15, 2020, Clearlake Capital Group L.P. signed a definitive agreement to acquire MedAssets Software Intermediate Holdings Inc., nThrive's technology solutions group. The acquisition will be financed with the proceeds of a new $75 million revolver, a $440 million first-lien term loan, a $160 million second-lien term loan (not rated), $150 million of new preferred equity, and $404 million of new sponsor common equity. Pro forma for the transaction, in 2021 S&P expects MedAssets' adjusted leverage to be about 10x, with breakeven discretionary cash flow. MedAssets has a relatively small revenue base of about $230 million (S&P's estimate for 2021) and a narrow operating focus in the largely fragmented health care RCM market, which has no clear leaders. The company faces significant competition from a large number of small players as well as larger competitors with greater resources. These include subsidiaries of hospital systems or other health care systems, such as Conifer Health Solutions and Optum. Nevertheless, S&P views MedAssets' presence in the acute-care market favorably due to hospitals' focus on cost containment and revenue optimization, especially with patients being responsible for an increasing portion of their overall health care costs. MedAssets provides RCM SaaS solutions, including patient access, charge integrity, claims management, contract management, analytics, and education to the acute care market. The RCM market has grown rapidly due to an increasingly complex reimbursement and regulatory environment, operating-margin pressure, and rising patient out-of-pocket costs. S&P said, "We expect the company to benefit from significant recurring revenues as well as fixed-fee subscription revenue (rather than transaction volume-based revenue) and strong retention rates that will likely result in EBITDA margins of greater than 30%. We view an independent MedAssets Software as a positive credit development, as the company will no longer be exposed to the labor-intensive Services Solutions Group (SSG) or the volatile P2P contracts with high upfront costs of its former parent, nThrive. We also believe the separation will not be detrimental to MedAssets' ability to win new business. Nevertheless, the company has no track record of significant cash-flow generation, and it relies on a gradual reduction in capitalized software costs to provide the cash flow to meet future capital requirements. We expect margins to increase significantly with a renewed focus on the segment's high-margin core SaaS products. However, we believe the company must stabilize charge integrity through its recently launched Epic functionality and sales investment, add field sales representatives, and lower its capitalized software costs to achieve these projections. In addition, while we believe portfolio rationalization could enable the company to focus on higher-growth areas, we view the reduction in capitalized software as a potential risk, as it could lead the company to underinvest in itself." "While we expect MedAssets' leverage to decrease moderately as EBITDA expands, we expect it will sustain high adjusted leverage of more than 7x and generate minimal free cash. We expect adjusted leverage--including us treating capitalized software development costs as an operating expense, as we do with the company's peers--to be about 10x in 2021 and 9x in 2022. We also include the $150 million of preferred equity in our debt adjustment, as per our criteria. We expect breakeven cash flow in 2021, partly due to the fees and expenses related to the transaction. For 2022, we expect annual free cash flow greater than $40 million, which, if achieved, could be consistent with that of peers rated in the 'B' category. However, we see significant risk to our base case given the company's limited track record. We also take into account the financial policy risk of Clearlake Capital's financial sponsor ownership and the likelihood the company will maintain high leverage, given our view it will favor debt-funded acquisitions and shareholder-friendly activity over permanent debt reduction." "The stable outlook reflects MedAssets' highly visible recurring revenue stream, with a large portion of revenues from fixed-fee subscriptions to its RCM SaaS under multiyear contracts. The outlook also reflects our expectation that leverage will remain above 7x and that MedAssets will generate breakeven to positive FOCF over the next 12 months." "We could lower the rating if the company fails to achieve revenue and EBITDA growth through new bookings, scaling efficiencies, and declining capitalized software costs, leading to negative FOCF and weaker liquidity. We could also lower the rating if the company pursues debt-funded acquisitions or shareholder returns that lead to unsustainable leverage." "We could consider a higher rating if increased revenue and EBITDA growth lead to free operating cash flow to debt of about 3% with leverage below 10x. Under this scenario, we would also need to be confident that the risk of re-leveraging to prior levels was low." METRONOMIC HOLDINGS: Hilco Selling 25 High-Demand Properties ------------------------------------------------------------ Hilco Real Estate, LLC on Jan. 13, 2021, announced the court-ordered bankruptcy sale of 25 development properties well located throughout Miami, Fla. and Crystal Lake, Ill. in high-demand areas. The development sites featured in this offering, more commonly known as the Metronomic Holdings, LLC portfolio, vary in construction status and property types such as mixed-use, multifamily, townhomes, student housing, luxury single-family homes and office. The properties are available for purchase individually, in any combination or in the portfolio's entirety. Initial offers are due immediately and will be evaluated as a stalking horse bid. The majority of the properties within the Metronomic Holdings, LLC portfolio are located in the highly sought-after Miami neighborhoods; five in Coconut Grove, 15 in Little Havana, and three in the Upper East Side, while the remaining two properties in the portfolio are located outside of Chicago in the city of Crystal Lake. The properties in Coconut Grove offer an attractive opportunity to enhance one of Miami's oldest and favorite neighborhoods that features excellent schools, as well as a budding restaurant and arts scene, according to Business Insider. Furthermore, Little Havana offers the famed Calle Ocho strip, making it a popular tourist destination. In addition to some of the best bars and restaurants in Miami, as praised by Timeout, the community also hosts a great culture. The remaining three Florida properties are located in one of Dade County's fastest growing neighborhoods: Miami's Upper East Side. This sale represents an opportunity for real estate developers and/or investors to purchase a variety of assets in a highly concentrated area, all of which are in prime locations. Varying in construction stages, these development sites present ideal value-add investment potential for buyers to adjust or complete structure plans to suit their final visions. Jeff Azuse, senior vice president of business development at Hilco Real Estate, stated, "This is a fantastic opportunity to acquire prime development sites within some of Miami's most desirable neighborhoods. With some of the properties just months from completion, these properties can be delivered to the market in a timely fashion." He continued, "We're excited to help turn a situation that didn't meet original expectations into one that results in the completion of these projects and adds much needed housing to these historic Miami neighborhoods." Bidders will have the chance to fully inspect properties during predetermined tour dates coordinated by Hilco Real Estate. Initial offers are due immediately. For more information regarding the sale process, please contact Jonathan Cuticelli at (203) 561-8737 or via email to Jcuticelli@hilcoglobal.com. For further information on the properties, an explanation of the sale process, bid procedures or to obtain access to property due diligence documents, please visit http://www.hilcorealestate.com/Metronomicor call (855) 755-2300. About Hilco Real Estate Hilco Real Estate ("HRE"), a Hilco Global company (HilcoGlobal.com), is headquartered in Northbrook, Illinois (USA). HRE is a national provider of strategic real estate disposition services. Acting as an agent or principal, HRE uses its experience to advise and execute strategies to assist clients in deriving the maximum value from their real estate assets. By leveraging multi-faceted sales strategies and techniques, aggressive repositioning and restructuring experience, a vast and motivated network of buyers and sellers, and substantial access to capital, HRE exceeds expectations even in the most complex transactions. About Metronomic Holdings Metronomic Holdings, LLC, is a Florida based real estate company that owns and manages a portfolio of real estate assets in Miami-Dade County, Fla. and McHenry County, Ill. Metronomic Holdings filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-20310) on Sept. 23, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Laurel M. Isicoff oversees the case. The Debtor hired Aleida Martinez Molina as its legal counsel. MORNINGSIDE MINISTRIES: Fitch Rates 2013 & 2020A/B Bonds 'BB+' -------------------------------------------------------------- Fitch Ratings has affirmed the 'BB+' rating assigned to the series 2013, 2020A and taxable 2020B bonds issued by the New Hope Cultural Education Facilities Finance Corporation on behalf of Morningside Ministries (MM). The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of all revenues, first mortgage on all assets and a debt service reserve fund. KEY RATING DRIVERS WEAK PROFITABILITY: Despite operating pressures from the pandemic, MM produced slightly improved profitability in the 2020 nine-month interim period (interim period) compared to 2019. Though profitability is improved and MM's 99.9% operating ratio and 9.9% net operating margin (NOM) compare favorably to Fitch's 'BIG' medians of 101.2% and 4.8%, Fitch views this level of profitability as weak given the prevalence of rental/fee-for-service residence agreements. MM saw increased administrative and nursing expenses and softer assisted living and skilled nursing facility census levels in 2020. However, MM's income from operations was over $300,000 favorable to budget through the interim period. Occupancy challenges were the main drivers of unexpected operating losses, where net resident services revenues were underbudget by about $2.3 million. These losses were mitigated by $1.9 million in Coronavirus Aid, Relief, and Economic Security (CARES) Act provider relief funds. STABLE DEMAND: Occupancy at Morningside Ministries at the Meadows (Meadows) remains weak overall, averaging only 83% through the interim period. Though the lower occupancy is a risk, independent living unit occupancy at Meadows has improved to 92% through the interim period compared to 86% in 2019. Skilled nursing facility occupancy was pressured in 2020 at both campuses due to local hospitals' deferral of elective procedures, but census was also lower partly due to management's decision to allow census to decline at Meadows to prepare for an AL/SNF repositioning that is expected to commence within the next 24 months. Occupancy at the Morningside Ministries at Menger Springs (Menger Springs) campus has averaged a much stronger 91% in its ILUs and 91% in its ALUs through the interim period. GOOD LIQUIDITY: As of Sept. 30, 2020, MM had $34 million in unrestricted cash and investments, translating to 358 days cash on hand (DCOH), 43.9% cash to debt and 6.4x cushion ratio, which is good for the current 'BB+' rating. The debt figure used to calculate the cash to debt metric currently includes a $2.7 million PPP loan that management expects to be forgiven in fiscal 2021. Excluding the PPP loan, MM's cash to debt improves to 45.5%, which is favorable compared to the below investment-grade median of 30%. HEALTHCARE REPOSITIONING: Management made a strategic decision in 2020 to pursue a major healthcare repositioning project that will involve the demolition and rebuilding of the current assisted living facility at the Meadows campus rather than the previously expected renovation of the building. Though Fitch views the decision positively from a competitive standpoint, the new plan will have a much higher cost than the previously contemplated plan. Management expects to use funds from a pledged contribution and a future capital campaign to offset a portion of the construction costs, which are estimated to be approximately $30 million. Though MM has some debt capacity at the current rating, a material weakening of liquidity metrics due to an increase in debt or draw down of operating cash could pressure the rating. Fitch will assess the full rating impact when more in details on the project are available. ASYMMETRIC RISK FACTORS: There are no asymmetric risk factors affecting this rating determination. However, Fitch is continuing to monitor progress on the redevelopment of the Chandler Estate campus that was closed in 2018. Construction is expected to start in 1Q 2021 and complete before the end of the year. Management does not expect to transfer additional funds to support the development of the Chandler Estate campus, but Fitch notes that additional financial support due to cost overruns or operation pressures could weaken the credit profile of the obligated group (OG). RATING SENSITIVITIES Factor that could, individually or collectively, lead to positive rating action/upgrade: -- Given MM's occupancy challenges and expected healthcare repositioning at Meadows, a rating upgrade is considered unlikely over the Outlook period. However, the rating could be upgraded if the expected healthcare repositioning is not undertaken and overall occupancy, profitability and liquidity metrics show significant improvement over the next two years. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- A weakening in operating performance that leads to a decline in liquidity and/or coverage metrics. -- An unexpected decline in liquidity or a permanent debt issuance that leads to cash/debt to fall to approximately 30%. -- The expectation for non-obligated group support that weakens Fitch's view of MM's overall financial profile. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure 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 three 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. CREDIT PROFILE MM operates two senior living communities in the greater San Antonio, TX metropolitan area, subsequent to the 2018 closure of its Chandler Estate campus. Menger Springs is a retirement community consisting of 93 rental ILUs, 40 entrance fee ILU cottages, 68 entrance fee ILUs in the Overlook Expansion, 48 ALUs, 42 memory care units and 40 SNF beds located in Boerne, TX. Meadows includes 144 rental ILUs, 64 ALUs and 100 SNF beds (down from 170 beds in 2019) and is located in San Antonio, TX. MM closed its Chandler Estate campus effective Feb. 28, 2018 after a sustained period of low occupancy and operating losses. Residents were relocated to the Meadows and Menger Springs, as well as to other campuses. In Dec. 2019, MM transferred the Chandler Estate assets and $8 million in cash to MSL. MSL is not a member of the OG and is not obligated under the Series 2013 and 2020A&B bonds. The Chandler Estate is expected to be redeveloped in 2021 and does not provide security for the payment of the Series 2013 and Series 2020A&B bonds. The large majority of residents are on rental/fee for service contracts, but ILU residents that have entrance fee contracts are typically 90% refundable agreements with a limited amount of healthcare services. MM also operates a training institute, and a home care service, mmCare LLC. In fiscal 2019 (Dec. 31 year-end), MM had total operating revenue of $37.8 million. The outbreak of coronavirus and related government containment measures worldwide has created an uncertain environment for the entire healthcare sector. While MM's financial position is expected to remain resilient through this current period of economic and business stress, material changes in revenue and cost profiles are expected to occur across the sector, as business activity evolves. Fitch's ratings are forward-looking in nature and Fitch will monitor developments in the sector as they pertain to the severity and duration of the virus outbreak and incorporate revised expectations for future performance and assessment of key risks. 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. MYOMO INC: Reports Preliminary Q4 and Full Year 2020 Results ------------------------------------------------------------ Myomo, Inc. announced preliminary financial and operational results for the fourth quarter and fiscal year ended Dec. 31, 2020. In particular, Myomo expects revenue for the three months ended Dec. 31, 2020 to more than double compared with the fourth quarter ended Dec. 31, 2019, and also expects quarterly cash utilization to be the lowest since it became a publicly traded company in June 2017. Myomo expects revenue for the fourth quarter of 2020 to be between $3.2 million and $3.7 million, representing an increase of 110% to 143%, compared with the fourth quarter of 2019. The Company notes that this estimate includes as much as $0.5 million in direct billing channel revenue that may be accelerated into the fourth quarter of 2020 from the first half of 2021 due to the Company meeting the conditions for revenue recognition upon delivery to the patient. The Company expects revenue for the full year 2020 to be between $7.0 million and $7.5 million, representing an increase of 84% to 97%, compared with the full year 2019. "We are proud of our continued strong revenue growth during the fourth quarter," said Paul R. Gudonis, Myomo's chairman and chief executive officer. "Notably, we achieved impressive growth for 2020 despite restrictions earlier in the year due to the COVID-19 pandemic. Our team remained committed to improving the lives of patients with upper limb paralysis by providing them with our MyoPro devices, and rose to meet the challenges with innovation and efficiency." "The relatively wide range for fourth quarter 2020 revenue expectations is attributable to a change in revenue recognition from certain insurance plans," said David Henry, Myomo's chief financial officer. "This accounting treatment is expected to be applied on a go-forward basis and applies to certain insurers where the Company has demonstrated sufficient payment history. These insurers represented approximately 40% of direct billing channel revenue in 2020. This change also is expected to result in the backlog entering the first quarter of 2021 to be lower than the backlog of 162 units entering the fourth quarter of 2020. Overall, the change is expected to reduce the cycle time from receipt of a lead to the recognition of revenue by one to two months on average and reduce quarter to quarter volatility in gross margin. For more than a year, we have keenly focused on the direct billing channel, and we are now benefiting from accelerated revenue recognition with certain payers. We continue to work with other insurers to shorten the revenue cycle, while also striving to expand coverage, as these efforts are intended to help us achieve our target of cash flow breakeven by the fourth quarter of 2021," Mr. Henry added. Myomo had cash and cash equivalents of $12.3 million as of Dec. 31, 2020. Cash utilization for the fourth quarter of 2020 was approximately $1.1 million, the lowest level since the Company's IPO in June 2017, prior to investments made to scale-up the business. There were no dilutive financing activities in the fourth quarter 2020. The Company expects to report financial results for the fourth quarter and full year 2020 and hold an investment community conference call in mid-March. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.71 million for the year ended Dec. 31, 2019, compared to a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.35 million in total assets, $2.37 million in total liabilities, and $12.98 million in total stockholders' equity. Myomo stated in its 2019 Annual Report that, "We have a history of losses since inception. For the years ended December 31, 2019 and 2018, we incurred net losses of approximately $10.7 million and $10.3 million, respectively. At December 31, 2019, we had an accumulated deficit of approximately $56.1 million. We expect to continue to incur operating and net losses for the foreseeable future as we expand our sales and marketing efforts, invest in product development and establish the necessary administrative functions to support our growing operations and being a public company. Our losses in future periods may be greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in increases in our revenues, which would further increase our losses. Our cash and cash equivalents balance at December 31, 2019 was approximately $4.5 million, which includes gross proceeds of approximately $3.0 million from a term loan ("Term Loan") from Chicago Venture Partners ("CVP") entered into in October 2019, but excludes net proceeds from a public offering of our common stock completed in February 2020 of approximately $13.7 million, Subsequent to the closing of our public equity offering, we repaid approximately $2.0 million to CVP, comprising 50% of the outstanding balance of the Term Loan and a prepayment fee. There can be no assurance that our existing cash plus the cash raised in the offering will be sufficient to achieve cash flow breakeven." NATURALSHRIMP INC: Extends F&T LOI Exclusivity Period Until Feb. 15 ------------------------------------------------------------------- NaturalShrimp Incorporated issued a press release on July 29, 2020, announcing that it has signed a letter of intent to acquire the assets of F&T Water Solutions LLC in Largo, Florida. The LOI contained an exclusivity provision through Sept. 15, 2020. On Oct. 2, 2020, the Company and F&T executed an extension of exclusivity agreement to the LOI to extend the closing and exclusivity period to Oct. 31, 2020. On Jan. 8, 2021, the Company and F&T executed a second extension to the closing of the LOI to Feb. 15, 2021, including an extension of exclusivity to be concurrent with the expected closing. About Natural Shrimp NaturalShrimp, Inc. is a publicly traded aqua-tech Company, headquartered in Dallas, with production facilities located near San Antonio, Texas. The Company has developed a commercially viable system for growing shrimp in enclosed, salt-water systems, using patented technology to produce fresh, never frozen, naturally grown shrimp, without the use of antibiotics or toxic chemicals. NaturalShrimp systems can be located anywhere in the world to produce gourmet-grade Pacific white shrimp. NaturalShrimp recorded a net loss of $4.81 million for the year ended March 31, 2020, compared to a net loss of $7.21 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $4.09 million in total assets, $4.31 million in total liabilities, and a total stockholders' deficit of $215,012. Turner, Stone & Company, L.L.P., in Dallas, Texas, issued a "going concern" qualification in its report dated June 26, 2020, citing that Company has suffered significant losses from inception and has a significant working capital deficit. These conditions raise substantial doubt about its ability to continue as a going concern. NORTHEAST GAS: Exits Chapter 11 Bankruptcy ------------------------------------------ Northeast Gas Generation, LLC, et al.'s Plan was substantially consummated, and the effective date of the Plan occurred, on Dec. 22, 2020. All requests for administrative expenses, as well as contract rejection claims, are due Jan. 21, 2021 at 5:00 p.m. (Eastern Standard Time). Final requests for payment of professional fees are due Jan. 15, 2021. Hearings to consider confirmation of the Plan were held on Dec. 4, 2020 and Dec. 18, 2020. On Dec. 18, the Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan. Class 3 First Lien Claims in the aggregate principal amount of $539,852,311 will receive equity and reinstated first lien debt. Class 4 Second Lien Claims in the aggregate principal amount of $29,841,511 have agreed to waive and release any recovery that they may otherwise be entitled to on account of any and all Second Lien Claims. Class 5 General Unsecured Claims will each receive its pro rata share of the distributable proceeds pursuant to the "GUC Recovery". The GUC funding amount is $2 million, and the Talen entities have agreed to waive their unsecured claims. A full-text copy of the Second Amended Joint Chapter 11 Plan dated Dec. 16, 2020, is available at https://bit.ly/38EXetc from PacerMonitor.com at no charge. Counsel for the Debtors: Mark D. Collins Daniel J. DeFranceschi Michael J. Merchant Jason M. Madron Brendan J. Schlauch RICHARDS, LAYTON & FINGER, PA One Rodney Square 920 North King Street Wilmington, DE 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 About Northeast Gas Generation NorthEast Gas Generation, LLC -- https://www.talenenergy.com/ -- owns and manages a portfolio of two natural gas-fired electric generating facilities located in the United States: (1) a 1,080 MW facility located in Athens, New York that achieved commercial operation on May 5, 2004; and (2) a 360 MW facility, located in Charlton, Massachusetts, that achieved commercial operation on April 12, 2001. The NorthEast Gas is part of a group of privately-owned independent power generation infrastructure companies indirectly owned by non-debtors Talen Energy Corporation and Talen Energy Supply, LLC. The company filed for Chapter 11 protection for the first time in 2014, through which NorthEast Gas reduced its outstanding debt obligations by more than $600 million by exchanging its then-second-lien debt for 93.5% of the equity in a reorganized company while giving existing equity holders the remaining shares. The second case commenced in 2018 and reduced the debt load of the company by another $70 million and turned over the equity of an operating affiliate to former senior lenders. NorthEast Gas Generation LLC and its affiliates again sought Chapter 11 protection (Bankr. Del. Case No. 20-11597) on June 18, 2020. In the recent case, NorthEast Gas was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities. The current case has been assigned to U.S. Bankruptcy Judge Mary F. Walrath, who presided over both previous cases. Mark D. Collins, Daniel J. DeFranceschi, Jason M. Madron, Brendan J. Schlauch, and David T. Queroli of Richards Layton & Finger PA are serving as counsel to the Debtors. ALVAREZ & MARSAL NORTH AMERICA, LLC, is the restructuring advisor, HOULIHAN LOKEY CAPITAL, INC., is the investment banker, PRIME CLERK LLC is the claims agent. NPHSS LLC: Feb. 4 Disclosures Hearing on Creditors' Plan -------------------------------------------------------- A hearing to consider approval of the adequacy of the disclosures in Combined Plan of Reorganization and Disclosure Statement for NPHSS LLC filed by creditors Michael Luu, Jeffrey Ma, Christopher R. Donoghue, Poh-Ngo Ang, and Ahmet & Birsen Gokcek will be held on Feb. 4, 2021 at 1:30 p.m. in United States Courthouse, Courtroom 9, Third Floor, 280 South First Street, San Jose, CA, via telephone or video appearance only. The last day to oppose the Disclosure Statement is Jan. 28, 2201. In Aug. 24, 2020, the Court entered an order authorizing the Debtor to sell its property for a total purchase price of $6,532,500. The sale was consummated Aug. 28, 2020, and after paying secured lien holders, the sale generated net proceeds of $699,368. The Creditors have proposed a Plan for the Debtor. Under the Plan, general unsecured creditors will recover 48% of their allowed claims, in one lump-sum payment on the Effective Date. The Creditors' Plan is a pot plan -- unsecured creditors will receive a pro-rata payment on the Effective Date, after payment in full of allowed administrative claims. A copy of the Combined Plan and Disclosures dated Nov. 18, 2020 is available at https://bit.ly/2XIouSQ Attorneys for Creditors Michael Luu and Jeffrey Ma, Christopher R. Donoghue, Poh-Ngo Ang, and Ahmet & Birsen Gokcek: DAVID LEYVA MATTHEW D. METZGER BELVEDERE LEGAL, PC 1777 Borel Place, Suite 314 San Mateo, CA 94402 Telephone: (415) 513-5980 Facsimile: (415) 513-5985 E-mail: dleyva@belvederelegal.com mmetzger@belvederelegal.com About NPHSS LLC NPHSS, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)) based in Carmel by the Sea, Calif. NPHSS filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-50296) on Feb. 19, 2020. The petition was signed by Franklin Davis Loffer, III, Debtor's managing member. 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. Judge Stephen L. Johnson oversees the case. Stanley Zlotoff, Esq., is the Debtor's bankruptcy counsel. OAKVIEW CROSSING: Unsec. Creditors to Get 100% Without Interest --------------------------------------------------------------- Oakview Crossing of Hartwell, LLC, filed a Chapter 11 Small Business Plan of Reorganization and a Disclosure Statement on Jan. 4, 2021. The Debtor owns a properly located at Hart County, Georgia. The Plan is a plan of liquidation and provides for the distribution of the proceeds from Debtor's liquidation of its assets. Under the Plan, holders of first priority claims in Class 1A totaling $1,221,885 and second priority claims in Class 1B totaling $973,525 will be paid in full, including interest at the contract rate, upon the sale of the Debtor's real property. The holder of third priority secured claim in the amount of $1,458,143 will recover only 28% of its claim and will be paid from funds remaining after satisfying Classes 1A and 1B. Holders of general unsecured claims in Class 3 in the amount of $653,842.50 will receive payment of their claims in full on the Effective Date of the Plan, without interest. The Debtor has been marketing the Real Property since before the Petition Date. The Debtor will continue to market the Real Property either (1) through a real estate broker employed pursuant to an order of the Bankruptcy Court or (2) otherwise reasonably acceptable to the Class 1 Creditors. A full-text copy of the Disclosure Statement dated Jan. 4, 2021, is available at https://bit.ly/396Dcs8 from PacerMonitor.com at no charge. Attorneys for the Debtor: Charles N. Kelley, Jr. Kelley & Clements LLP P.O. Box 2758 Gainesville, Georgia 30503-2758 Tel: (770) 531-0007 E-mail: ckelley@kelleyclements.com About Oakview Crossing of Hartwell Oakview Crossing of Hartwell, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Oakview owns a single tract of real property located at Hart County, Georgia, consisting of 39.88 acres of land. The property was originally a farm and was acquired by C. William Kidd and his siblings upon the passing of his parent. Oakview Crossing of Hartwell filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 20-30720) on Oct. 4, 2020. C. William Kidd, the Debtor's manager, signed the petition. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge James P. Smith oversees the case. Kelley & Clements, LLP, serves as the Debtor's legal counsel. OL RIVER: 3rd Amended Plan Denied; Case Dismissed ------------------------------------------------- Judge Ronald B. King on Jan. 6, 2021, entered an order denying confirmation of Ol River Hideaway, LLC's Third Amended Plan of Reorganization. The judge on the same day entered an order dismissing the case. The U.S. Trustee sought dismissal, noting that an agreed order required the Debtor to obtain confirmation of its plan on or before Jan. 5. The Agreed Order further provides that if the debtor fails to comply with the Agreed Order, the case would be dismissed, without further notice or hearing, upon written certification by the United States Trustee to the Court of the Debtor's failure to comply with the Agreed Order. Ol River Hideaway submitted a Third Amended Plan of Reorganization on Dec. 16, 2020. According to the Plan, while the Debtor attempts to sell or refinance the Real property, all property of the Estate will be used to generate rental income. In addition to funding the Plan from its continued business operations, the Debtor will pursue refinancing its real property at 8511 River Road, New Braunfels, Texas 78132 with a Small Business Administration loan. Prior to the Effective Date, the Debtor shall list the Real Property 8511 River Road, New Braunfels, Texas 78132 with a realtor and place it on the market for sale. The proceeds of the sale will be used to pay the claims of all of the creditor in full. The lone unsecured claim -- $44,900 held by Mark Bivins -- will be paid in 60 monthly installments of $250 each; and thereafter the entire unpaid balance will be paid in full. A full-text copy of the Third Amended Plan of Reorganization dated Dec. 16, 2020, is available at https://bit.ly/3aJLlFm from PacerMonitor.com at no charge. Attorney for the Debtor: David T. Cain Law Office of David T. Cain 8626 Tesoro Dr., Suite 811 San Antonio, Texas 78217 Tel: (210) 308-0388 Fax: (210) 503-5033 About Ol River Hideaway Ol River Hideaway, LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-50001) on Jan. 2, 2020, listing under $50,000 in assets and $100,001 to $500,000 in liabilities. Judge Ronald B. King oversees the case. The Debtor is represented by the Law Office of David T. Cain. ONE AVIATION: Creditors Again Push for Chapter 7 Conversion ----------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that the creditors of One Aviation Corp. asked a bankruptcy court to force the jet maker to liquidate under Chapter 7, arguing that it's administratively insolvent. The Albuquerque-based company, which sold substantially all of its assets at the end of last 2020, should have its Chapter 11 case converted to Chapter 7 liquidation "to cut off further administrative burn," the committee of unsecured creditors said in a filing Tuesday, January 12, 2021, with the U.S. Bankruptcy Court for the District of Delaware. The motion is the committee's second bid for a conversion, following an earlier attempt in May 2020. The court then denied the motion. About ONE Aviation Corporation Headquartered in Albuquerque, New Mexico, ONE Aviation Corporation -- http://www.oneaviation.aero/-- and its subsidiaries are original equipment manufacturers of twin-engine light jet aircraft. ONE Aviation provides maintenance and upgrade services for their existing fleet of aircraft through two Company-owned Platinum Service Centers in Albuquerque, New Mexico and Aurora, Illinois, five licensed, global Gold Service Centers in locations including San Diego, California, Boca Raton, Florida, Friedrichshafen, Germany, Eelde, Netherlands, and Istanbul, Turkey, as well as a research and development center located in Superior, Wisconsin. It currently employs 64 individuals. ONE Aviation and its affiliates filed for chapter 11 bankruptcy protection (Bankr. D. Del. Case. Nos. 18-12309 - 18-12320) on Oct. 9, 2018, listing its estimated assets at $10 million to $50 million and estimated liabilities at $100 million to $500 million. The petition was signed by Alan Klapmeier, CEO. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as co-counsel of Paul Hastings; Ernst & Young LLP as financial advisor; Duff & Phelps Securities, LLC as investment banker; and Epiq Corporate Restructuring, LLC as its claims and noticing agent. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Oct. 22, 2018. The committee tapped Lowenstein Sandler LLP as its legal counsel; Landis Rath & Cobb LLP as the firm's co-counsel; and Conway MacKenzie, Inc. as financial advisor. PALLETCO INC: Seeks to Hire Kelly Cappy as Accountant ----------------------------------------------------- Palletco, Inc. seeks authority from the U.S. Bankruptcy Court for the Western District of Kentucky to hire Kelly Cappy, CPA, PSC, as its accountant. Cappy will assist the Debtor in maintaining and reconciling financial records and preparing Monthly Operating Reports. The fee agreement is hourly rates that vary from $50 per hour to $200 per hour, depending on the person providing the services. Kelly Cappy, CPA is the person who provides most of the services to the Debtor and her hourly rate is $200. Ms. Cappy assures the court that the firm does not hold or represent any interest adverse to the Debtor’s estate; and is a “disinterested person” as defined by Sec. 101(14) of the Bankruptcy Code. The firm can be reached through: Kelly Cappy, CPA Kelly Cappy, CPA, PSC 2950 Breckenridge Ln, Suite 1 Louisville, KY 40220 Phone: (502) 451-5000 Fax: (502) 451-5500 Email: kelly@kellycappycpa.com About Palletco, Inc. Palletco, Inc. filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. W.D. Ken. Case No. 20-32808) on Nov. 23, 2020, listing under $1 million in both assets and liabilities. Neil Charles Bordy, Esq. at Seiller Waterman LLC serves as the Debtor's counsel. PAREXEL INT'L: Moody's Hikes CFR to B2, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded the ratings of Parexel International Corporation including the Corporate Family Rating to B2 from B3, and the Probability of Default Rating to B2-PD from B3-PD. Moody's also upgraded the senior secured credit facilities to B1 from B2, and the unsecured notes to Caa1 from Caa2. The outlook is stable. "The multi-quarter improvement in Parexel's earnings and bookings will be sustained into 2021," said Moody's Vice President and Senior Credit Officer, Morris Borenstein. "Coupled with recently announced plans to repay debt, we expect debt/EBITDA to approach 7x by the end of 2021, supporting the ratings upgrade." Moody's views the separation of Parexel's informatics (PI) segment as modestly credit negative given the reduction in EBITDA and infusion of cash to support the PI business going forward. That said, the separation will improve Parexel's earnings growth rate as the informatics business was underperforming and would have required significant investment and focus to improve. Parexel expects a payback of around $110 million in the form of debt from the buyer that will be repaid by 2024. Moody's upgraded the following ratings: Parexel International Corporation Corporate Family Rating to B2 from B3 Probability of Default Rating to B2-PD from B3-PD Senior secured revolving credit facility expiring 2022 to B1 (LGD3) from B2 (LGD3) Senior secured term loan due 2024 to B1 (LGD3) from B2 (LGD3) Senior unsecured notes due 2025 to Caa1 (LGD6) from Caa2 (LGD5) Outlook action: The outlook remains stable. RATINGS RATIONALE Parexel's B2 Corporate Family Rating reflects Moody's expectation for high financial leverage, offset by good cash flow. Parexel is making considerable progress in addressing operational challenges that will make it increasingly competitive with Contract Research Organization (CRO) peers. The improvements have translated to strong new business bookings and revenue backlog growth comparable to its public peers. Parexel's rating benefits from good scale and breadth of service offerings as a CRO. Underlying demand for CRO services continues to be strong. In Moody's view, CROs have good long-term growth prospects as the biopharmaceutical industry continues to increase outsourcing of R&D functions, which will benefit Parexel. Further, Moody's expects Parexel to maintain very good liquidity, including ample cash reserves, which support the ratings. The stable outlook reflects Moody's view that a good earnings outlook coupled with debt repayment will result in debt/EBITDA under 7x over the next 12-18 months. This is somewhat offset by Moody's expectation for weaker free cash flow over the next 12 months as working capital benefits moderate and Parexel makes strategic investments to support future growth. ESG considerations include Parexel's financial policy, which Moody's believes is aggressive, a key governance risk. The company has maintained high financial leverage, in part due to a past debt-funded dividend in August 2018. Parexel's liquidity is very good, supported by about $750 million of cash, before reflecting the Informatics separation and announced debt repayment. While Parexel's cash generating ability is strong, Moody's expects only modestly positive free cash flow in 2021, reflecting increased capital investments and working capital headwinds. Moody's expects free cash flow to return to a more normalized level of more than $200 million beyond 2021. Parexel also has a $300 million undrawn revolver that expires in September 2022. The revolver has a springing net senior secured leverage financial covenant that only applies if more than 35% is drawn. Given the substantial cash balance, Moody's does not expect the revolver to be drawn in the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if adjusted debt/EBITDA is sustained below 5.5x and the company demonstrates more conservative financial policies. The ratings could be downgraded if Moody's expects Parexel's debt/EBITDA to be sustained above 7x or if free cash flow is expected to be negative for a sustained period. Headquartered in Durham, North Carolina and Newton, Massachusetts, Parexel International Corporation is a global biopharmaceutical services company providing clinical research and logistics, technology solutions and consulting services for the pharmaceutical, biotechnology, and medical device industries. Reported revenue for the twelve months ended September 30, 2020 was approximately $2.5 billion. The company is privately held by Pamplona Capital and publicly available information is limited. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. PAREXEL INTERNATIONAL: S&P Affirms 'B-' ICR; Outlook Positive ------------------------------------------------------------- S&P Global Ratings affirmed all its ratings, including the 'B-' issuer credit rating on PAREXEL International Corp. The outlook remains positive. The positive outlook reflects the potential for a higher rating if Parexel sustains the business momentum for the next 12 months and the financial sponsor does not conduct material transactions at the expense of creditors. PAREXEL International Corp. announced it will spin off its Parexel Informatics (PI) segment to its private equity sponsor, in exchange for about $110 million in notes receivable. Separately, the company also announced that it would repay $250 million in debt with cash on hand. The PI spin has strategic merits, although the deal structure shows financial sponsor's aggressive financial policy. Parexel will spin off its PI division to its financial sponsor (Pamplona Capital Management) in exchange for approximately $110 million in notes receivable. The notes receivable have a paid-in-kind option, which S&P expects will be elected, at least initially. Parexel will also fund PI for $50 million in cash. S&P sees strong strategic merits in divesting the PI business, which has been an underperforming asset over the past several years, with limited synergies with the core businesses (roughly $300 million in annual revenue and $10 million-$15 million in annual EBITDA). However, the transaction does result in a modest value leakage from the collateral. More importantly, the standalone PI will be owned by Pamplona, the same owner of Parexel. While Parexel does receive a paid-in-kind notes receivable of roughly $110 million, should sponsor-owned PI experience financial trouble, the collectability of the notes receivable could be called into question. The unconventional deal structure also highlights the financial sponsor's continued aggressive financial policy, which is a key rating constraint. Recall Parexel incurred additional priority debt in July 2018 (less than one year after the deal closed) to pay $300 million of dividends to Pamplona, despite weak free cash flow generation and anemic top-line performance at the time. Although the underlying business has improved significantly since the dividend, S&P still thinks such an unconventional transaction signals a continued aggressive financial policy. Early debt paydown is a credit positive. In conjunction with the spin, the company will also pay down $250 million in debt with cash on hand, which reduces S&P Global Ratings-adjusted leverage by roughly 0.7x. Pro forma for the proposed repayment, the company's term loan would be reduced to $1.8 billion (from the original principal of $2.1 billion) and the bond balance would decrease to $519 million (from the original principal of $770 million). The company also continues to maintain a substantial cash balance and an untapped revolving credit facility, which also support the rating. S&P said, "We expect Parexel to have continued positive business momentum. Importantly, under its recently new management team, Parexel has made significant progress in restoring revenue growth and increased free cash flow generation, winning new contracts, and investing in its infrastructure. The company has produced significant free cash flow ($360 million for the first nine months of 2020), driven largely by strong working capital management. The trailing-12-month (TTM) book-to-bill ratio was 1.30x as of Sept. 30, 2020, the highest in a while and on par with many publicly traded peers. Customer satisfaction seems to have improved somewhat, and the company has gained back some business it lost with its large pharmaceutical customer cohort (Parexel's traditional stronghold). As a result, we project mid-single-digit percentage revenue growth and high-single-digit EBITDA growth." The positive outlook reflects the potential for a higher rating if Parexel sustains the business momentum for the next 12 months and the financial sponsor does not conduct material transactions at the expense of creditors. S&P could consider revising the outlook back to stable if: -- The business momentum stalled, coupled with deteriorating free cash flow generation; or -- Parexel adopted an even more aggressive financial policy, which could include another large dividend to its financial sponsor, meaningfully lowering its financial cushion before demonstrating significant operational improvement. Greater comfort level with the company's aggressive financial policy and continued improvement in operating performance are prerequisites for a discussion of a potential upgrade. If Parexel can keep improving its underlying business, evidenced by better customer satisfaction, a steady TTM book-to-bill ratio of above 1.2x, and revenue and EBITDA that continue to increase, and S&P comes to believe the free cash-flow-to-debt ratio can stay above 5% sustainably, it could consider a higher rating. PARK RIVER: Fitch Assigns First-Time 'B' IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has assigned Park River Holdings, Inc. a first-time Issuer Default Rating (IDR) of 'B', and 'BB'/'RR1' rating to the company's senior secured ABL. In addition, Fitch has assigned an expected 'B+(EXP)'/'RR3' rating to Park River's senior secured term loan, and 'CCC+(EXP)'/'RR6' rating to the company's planned senior unsecured notes offering. The Rating Outlook is Stable. The expected ratings are predicated on the completion of the planned financing activities. The expected ratings will be converted to final ratings after all financing arrangements are completed, so long as they are consistent with Fitch's expectations. Park River's IDR reflects the elevated leverage level following the acquisition of PrimeSource Building Products, Inc. by Clearlake Capital Partners, L.P. and the subsequent combination of PrimeSource with TKE Holdings, Inc. (Dimora Brands). The IDR also reflects the company's competitive position within the fragmented building products distribution market, its exposure to the cyclical residential construction end-market, and modest profitability and FCF metrics. Fitch's expectation for residential housing growth and a stabilizing commodity environment in 2021 supports modest deleveraging in the intermediate term through EBITDA growth and FCF allocated to debt reduction. The company's large scale, breadth of product offerings, extended debt maturity schedule and adequate liquidity positions are also factored into the ratings. The Stable Outlook reflects the expectation that the company will lower Fitch-calculated total debt to operating EBITDA to below 6.5x by the end of 2021 from a combination of EBITDA growth and debt reduction. Fitch's rating case assumes a stable economic environment in 2021. Negative rating actions may occur if Fitch expects leverage to sustain above 6.5x beyond YE 2022. KEY RATING DRIVERS Combination of PrimeSource and Dimora Brands: In December 2020, Clearlake Capital Partners, L.P. completed the acquisition of PrimeSource, a leading distributor of specialty building materials serving residential, commercial and industrial new construction and remodeling markets. Clearlake subsequently merged PrimeSource with Dimora Brands, a designer, manufacturer and seller of hardware and home accessories. The combined company, Park River Holdings, Inc., has an extensive distribution network and broad product offering of more than 52,000 SKUs, and pro forma revenues of about $1.68 billion. Elevated Leverage Levels: Following the close of the acquisitions and related refinancing, Park River's pro forma Fitch-calculated total debt to operating EBITDA is expected to be around 6.8x. Fitch expects the company to delever through EBITDA growth and by allocating FCF towards debt repayment. The strong residential housing backdrop through at least the first half of 2021 and stabilizing commodity environment in 2021 supports modest, albeit slow, deleveraging. Fitch's rating case projects total debt to operating EBITDA to be around 6.3x at the end of 2021 and 5.6x at YE 2022. Modest Overall Competitive Position: The company's competitive position is relatively weak compared to more highly-rated building products manufacturers in Fitch's coverage, due to its position as a distributor in the supply chain, the highly fragmented nature of the industry, and some commoditized product offerings. Fitch believes the company's scale, broad product offering, and brand equity associated with its proprietary brands such as Grip-Rite and Pro-Twist provide competitive advantages relative to other building products distributors, as demonstrated by its higher pro forma profitability margins. Management believes the company has the #1 position within the construction fastener distribution market, with around 21% share. The combination with Dimora Brands provides Park River with a broad product offering, manufacturing operations, and an extensive distribution network. Balanced End-Market Exposure: While about 40% of sales are directed to the highly-cyclical residential construction end-market, management estimates that the remaining 60% are directed to relatively-stable repair and replacement activity. Park River's substantial exposure to repair and replacement reflects positively on the credit profile when compared with other building products distributors with more exposure to the cyclical new construction end-markets. Through the construction cycle, Park River's credit metrics and profitability are expected to be slightly more stable than peers with less exposure to repair and replacement driven demand. Modest Profitability: Park River's profitability metrics are commensurate with building products issuers in the 'B' category and are modestly higher than its large distributor peers. Fitch-adjusted EBITDA margins have historically been in the 7%-9% range for PrimeSource, while FCF margins have been in the low-single-digit range. Pro forma for the merger, Fitch expects EBITDA margins to situate in the 12%-13% range during the forecast period, driven by Dimora's relatively higher margins and some fixed-cost synergies. The company's variable cost structure and ability to wind down working capital should help preserve positive FCF and support liquidity through a modest construction downturn, but material declines in EBITDA margins could lead to unsustainably-high leverage levels. Ample Liquidity: The company will have good financial flexibility following the close of the transactions due to its extended debt maturity schedule and adequate liquidity position. The company's near-term debt maturities are limited to 1% amortization per year until the term loan comes due in 2027. The $375 million ABL will have $25 million outstanding at the close of the transactions, which Fitch expects will be repaid during 2021. Fitch's rating case forecasts operating EBITDA to interest paid to sustain in the 2.5x-3.0x range over the forecast period. Broad Product Offering: The combined company provides a broad product offering of more than 52,000 SKUs, including a well-recognized portfolio of proprietary branded products (which carry higher gross margins) that represent more than 60% of pro forma sales. Park River's breadth of offerings and the 'one-stop shop' nature of the business provide modest competitive advantages relative to smaller distributors with only a local presence and limited product offerings. This product breadth enhances customer relationships, provides some competitive advantage over smaller distributors and diversifies the company's supplier base. DERIVATION SUMMARY Park River Holdings, Inc. has weaker credit and profitability metrics than Fitch-rated public building products manufacturers, which are concentrated in low-investment grade rating categories. These peers typically have total debt to operating EBITDA of less than or equal to 3.0x, global operating profiles, and market positions compared with Park River. The company is smaller in scale but has similar profitability metrics, product offerings, and credit metrics as its closest publicly-traded peer, Beacon Roofing Supply, Inc. (BECN). Park River and BECN also have similar end-market exposure, though BECN has a bit more exposure to the less-cyclical repair and replacement sector. Park River has similar leverage metrics as LBM Acquisition, LLC (B/Stable). LBM is meaningfully larger but has lower EBITDA margins and higher exposure to the new construction market compared with Park River. KEY ASSUMPTIONS -- Fitch expects pro forma total debt to operating EBITDA to be about 6.8x after the close of the acquisitions and financing transactions; -- Low-single-digit organic revenue growth in 2021 supported by residential housing strength, partially offset by slightly lower repair and replacement activity; -- Fitch-adjusted EBITDA margins sustain in the 12%-13% range; -- FCF margins consistently in the low- to mid-single-digits; -- Total pro forma debt to operating EBITDA of 6.3x at YE2021 and 5.6x at YE 2022 and EBITDA/interest paid around 2.5x-3.0x. Recovery Analysis Assumptions The recovery analysis assumes that Park River would be considered a going-concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch's GC EBITDA estimate of $173 million estimates a post-restructuring sustainable level of EBITDA. This is about 17% below Fitch calculated pro-forma EBITDA for the LTM ending Sept. 30, 2020. The GC EBITDA is based on Fitch's assumption that distress would arise from weakening in the housing market combined with losses of certain customers. Fitch estimates annual revenues that are about 10% below Fitch-forecasted 2020 pro forma levels and Fitch-adjusted EBITDA margins of about 11% (roughly 100 bps below Sept. 30, 2020 pro forma EBITDA margins) would capture the lower revenue base of the company after emerging from a housing downturn plus a sustainable margin profile after right sizing, which leads to Fitch's $173 million GC EBITDA assumption. Fitch assumed a 5.5x EV multiple to calculate the going-concern EV in a recovery scenario. The 5.5x multiple is below the purchase multiples of 9.2x for PrimeSource and 10.5x for Dimora, and below 9.1x purchase multiple when Bain Capital acquired LBM Acquisition, LLC in December 2020. This is also below 8.4x EBITDA multiple when BLDR acquired ProBuild for $1.6 billion in 2015. Additionally, Beacon Roofing Supply acquired distributor Allied Building Products for $2.6 billion in 2017 at an 8.7x multiple. Fitch does not have recent data on recovery multiples for building products distributors. The ABL revolver is assumed to be 70% drawn at default, which accounts for potential shrinkage in the available borrowing base during a contraction in revenues that provokes a default, and is assumed to have priority-ranking claims to the term loan in the recovery analysis. The analysis results in a recovery corresponding to an 'RR1' for the $375 million ABL facility, a recovery corresponding to an 'RR3' for the $1.095 billion secured term loan and a recovery corresponding to an 'RR6' for the $345 million proposed senior unsecured notes offering. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Fitch's expectation that total debt-to-operating EBITDA will be sustained below 5.0x; -- The company lowers its end-market exposure to the new home construction market in order to reduce earnings cyclicality and credit metric volatility through the housing cycle; -- The company maintains a strong liquidity position with no material short-term debt obligations. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch's expectation that total debt-to-operating EBITDA will be sustained above 6.5x; -- Operating EBITDA/Interest paid falls below 2.0x; -- Fitch's expectation that FCF generation will approach neutral or fall to negative. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Fitch expects Park River to have an adequate liquidity position at the close of the transactions given the ABL capacity of $375 million. The company is expected to have little cash on the balance sheet at the close of the transactions; however, Fitch expects FCF generation and its ABL will provide ample liquidity to fund its operations. Long-dated Maturity Schedule: Assuming the financing transactions close according to what is proposed, Park River would have no meaningful debt maturities until December 2025, when the company's ABL comes due. The term loan does not mature until December 2027, while the senior unsecured notes are expected to mature in eight years. The term loan amortizes at 1% annually and is subject to an ECF sweep. 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 to the way in which they are being managed by the entity. PARK RIVER: Moody's Assigns First-Time B2 Corp. Family Rating ------------------------------------------------------------- Moody's Investors Service assigned a first time B2 Corporate Family Rating and B2-PD Probability of Default Rating to Park River Holdings, Inc, which is the successor to PriSo Acquisition Corporation and will continue to operate as PrimeSource Building Products, Inc. Moody's also assigned a B2 rating to PrimeSource's proposed senior secured term loan and a Caa1 rating to the company's proposed senior unsecured notes due 2028. The outlook is stable. Clearlake Capital Group, L.P., through its affiliates, acquired PrimeSource for about $1.3 billion from affiliates of Platinum Equity. At the same time Clearlake acquired Dimora Brands, Inc. for $820 million from affiliates of The Jordan Company, L.P. and merged Dimora Brands into PrimeSource. PrimeSource's capital structure will consist of a $375 million asset based revolving credit facility expiring in 2025, a $1.1 billion senior secured term loan maturing 2027 and $345 million in unsecured notes due 2028. Proceeds from the borrowings and a cash contribution of about $710 million from Clearlake will be used to repay the debt issued by the underwriters that was used to acquire PrimeSource and Dimora Brands and repay the companies' existing combined debt of about $1.0 billion on December 28, 2020. "Despite PrimeSource's good level of profitability and strength in its end markets, the company will remain highly leveraged through 2021," according to Peter Doyle, a Moody's VP-Senior Analyst. The following ratings are affected by today's action: Assignments: Issuer: Park River Holdings, Inc Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Gtd. Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Senior Unsecured Notes, Assigned Caa1 (LGD6) Outlook Actions: Issuer: Park River Holdings, Inc Outlook, Assigned Stable RATINGS RATIONALE PrimeSource'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 6.2x at year-end 2021 from pro forma 6.7x at year end 2020. Moody's forecasts adjusted free cash flow-to-debt in the range of 2% - 5% in 2021. Debt service requirements, including cash interest payments and term loan amortization, will slightly exceed $90 million per year, constraining free cash flow and reducing financial flexibility. At the same time PrimeSource may face challenges integrating Dimora Brands, future bolt on acquisitions, and strong competition. Providing an offset to PrimeSource's leveraged capital structure is good profitability. Moody's forecasts adjusted EBITDA margin in the range of 10% - 15% 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. Moody's projects revenue will grow to $1.8 billion for 2021 from pro forma $1.7 billion for 2020. Moody's also calculates interest coverage, measured as EBITA-to-interest expense, will be around 2.3x in late 2021, which is reasonable given the company's considerable interest expense. Also, Moody's forecasts that PrimeSource will have good liquidity over the next two years, which is another key credit strength. Good cash flow, substantial revolver availability and no near-term maturities provide more than ample financial flexibility for PrimeSource to integrate Dimora Brands, for future bolt on acquisitions and to contend with ongoing competition. Domestic construction end markets, the driver of PrimeSource's revenue, are showing resiliency during the coronavirus outbreak and resulting economic concerns. Repair and remodeling activity, representing approximately 60% of pro forma revenue, is exhibiting strong growth. New home construction accounts for about 40% of PrimeSource'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, PrimeSource should benefit from high levels of spending in these end markets. Governance characteristics Moody's consider in PrimeSource'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. Control will reside with Clearlake, the private equity sponsor. The stable outlook reflects Moody's expectation that PrimeSource's leverage will trend below 6.0x over the next two years. A good liquidity profile and Moody's expectation that PrimeSource will successfully integrate Dimora Brands without impacting operations further supports the stable outlook. The B2 rating assigned to PrimeSource's senior secured term loan, the same rating as the Corporate Family Rating, results from its subordination to the company's asset based revolving credit facility but priority claim relative to the company's senior unsecured notes. The term loan has 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). The Caa1 rating assigned to the company's senior unsecured notes due 2028, two notches below the Corporate Family Rating, results from their subordination to the company's considerable amount of secured debt. The senior secured term loan is expected to contain certain covenant flexibility for transactions that can adversely affect creditors. The documents governing the company's senior secured term loan gives PrimeSource the ability to incur incremental indebtedness with a free and clear basket of the greater of $230 million and 100% LTM consolidated EBITDA, plus additional amounts so long as: first lien net leverage ratio does not exceed 4.75x (for pari passu indebtedness); senior secured net leverage does not exceed 5.25x (for junior indebtedness); and either (i) total net leverage ratio does not exceed 6.75x, or (ii) interest coverage is not less than 1.75x (for unsecured indebtedness). Alternatively, the ratio tests can all be satisfied so long as leverage does not increase or interest coverage does not decrease on a pro forma basis if incurred in connection with a permitted acquisition or investment. Collateral leakage is permitted through the transfer of assets to unrestricted subsidiaries, subject to carve-out capacity; there are no additional "blocker" protections restricting such transfers. Only wholly-owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; partial dividends of ownership interests could jeopardize guarantees. PrimeSource's obligation to prepay loans with the net proceeds of asset sales steps down to 50%, 25% and 0% at 3.75x, 3.50x and 3.25x first lien net leverage ratio, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade: Debt-to-LTM EBITDA approaching 5.0x EBITA-to-interest expense is maintained near 2.5x Preservation of its good liquidity Factors that could lead to a downgrade: Debt-to-LTM EBITDA does not improve from the high of 6.7x on a pro forma basis and remains above 6.0x The company's liquidity profile deteriorates PrimeSource Building Products, Inc., headquartered in Irving, Texas, is a distributor of building materials, selling its products and services to retailers and other distributors for new housing construction and repair and remodeling activity. Clearlake Capital Group, L.P., through its affiliates, is the owner of PrimeSource. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. PARK RIVER: S&P Assigns 'B' Issuer Credit Rating; Outlook Negative ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit rating to Park River Holdings Inc. The outlook is negative. At the same time, S&P is assigning its 'B' issue-level rating and '4' recovery rating to Park River Holdings' proposed $1.095 billion senior secured term loan due 2028 and its 'CCC+' issue-level rating and '6' recovery rating to its proposed $345 million unsecured notes due 2029. The proposed capital structure will result in Park River Holdings' leverage rising to above 7x. The combined company (Park River Holdings) will result in pro forma revenue of approximately $1.73 billion and adjusted EBITDA of $200 to $215 million. The proposed transaction involves a $1.095 billion term loan facility, $345 million of senior unsecured notes, and a $375 million asset-based lending (ABL) facility (which would be drawn $25 million at the close of the transaction). Clearlake Equity will fund roughly $724 million of the remaining sources. The proposed capital structure results in incremental debt. The proceeds would be used to fund the acquisition of Prime Source and Dimora Brands for an aggregate purchase price of $2.12 billion, as well to pay transaction fees and expenses and fund working capital requirements. S&P expects Park River Holdings' adjusted debt to EBITDA to be above 7x for 2021. S&P said, "However, we do expect cash flow generation to remain strong and free cash flows to remain positive over the forecast years, with cash flow generation of about $50 million-$60 million for 2021. We believe this is sufficient to fund very modest capital expenditure requirements and maintain its adequate liquidity." "We expect Park River Holdings' operating performance to remain strong for 2021. Our projection for robust operating performance for 2021 is based on continued growth in the residential construction sector. Residential construction will equate to more than 60% of the combined companies' revenue, organic top-line growth is aided by the resilience of residential new construction through the pandemic and forecast into 2021. The new homebuilder construction channel continues to be driven by lower mortgage rates and higher demand from suburban homes. In addition, the diversion of discretionary income toward home improvement projects and renovation resulted in very strong repair and remodeling markets for most for 2020, and we expect this momentum (paired with strong order backlog) to continue in 2021. As per our projections, we expect profitability to improve through strong and steady organic volume growth, higher operating efficiencies, and potentially lower tariff costs since the company has taken steps and achieved significant results in decreasing its dependence on China." Further, profitability should improve because the product mix would be more proprietary based, which is higher margin in nature." Exposure to cyclical end markets and potentially volatile commodities increase the risk of elevated leverage. S&P said, "Our ratings consider the relatively fragmented and cyclical nature of the new residential construction end markets. We estimate single-digit growth in the new residential construction end market and little to no growth in the commercial construction end market. In addition, we believe that Park River Holdings' exposure to volatile commodity prices, such as wire rod, and exposure to international tariffs and logistical charges could pose a burden on the combined companies' earnings potential in 2021." The negative outlook reflects S&P Global Ratings' view that the company's leverage will be high for the rating, after incorporating the premium paid in debt for the transaction. S&P believes leverage could be elevated above 7x for the next 12 months. S&P could lower the rating on Park River Holdings if: -- EBITDA trended toward 8x; -- The company fails to expand EBITDA in 2021 through projected cost saving initiatives or combined operating efficiencies either due to an unexpected recurrence of commodity volatility or prolonged trade disputes that resulted in significant duties or cost inflation; or -- There were a steep decline in construction activity that would require S&P's assumptions to change. While unlikely, S&P could raise its rating on Park River Holdings within the next 12 months if: -- The company were to increase adjusted EBITDA by 60% over 2021 and 2022, which could reduce leverage to the mid-4x area, also improving interest coverage to above 3x. -- Such a scenario could materialize if the company further optimized procurement and pricing, substantially displaced competitors, or if macroeconomic conditions significantly outpaced S&P's expectations. -- In addition to maintaining leverage in the mid-4x area, an upgrade would be contingent on a commitment by the company's sponsor owners to pursue a more prudent financial policy and sustain debt to EBITDA at or below 4x. PCT INTERNATIONAL: Loses Patent Challenge Against EZconn -------------------------------------------------------- According to a Jan. 13, 2021 statement, EZconn Corporation recently defeated a patent challenge brought by PCT International, Inc., a former customer with whom EZconn has done no business since March 2014. In an April 2019 press release, PCT noted that it had filed an action with the Taiwan Intellectual Property Office to cancel EZconn's Patent No. M416249, which PCT claimed "copied the significant features and claims of a prior PCT patent" and was "based on the misuse of PCT's trade secrets." In a recent decision, the TIPO upheld EZconn's patent and dismissed PCT's invalidation action. PCT has been in bankruptcy proceedings in the United States since November 2019. PCT's debts to EZconn arise from prior lawsuits in which PCT alleged that EZconn copied PCT's technology and misused PCT's confidential information. After reviewing PCT's allegations and evidence, the court not only entered judgment for EZconn but also awarded EZconn's attorneys' fees incurred to defend against PCT's claims, which the court held lacked merit and were not tenable. The court also awarded more than US $9.4 million to EZconn for product that PCT had ordered and accepted but did not pay for. EZconn's judgments were upheld on appeal. Allen Chuang, spokesperson and CFO of EZconn, said, "PCT's patent invalidation action was just another baseless effort to falsely accuse EZconn and deflect attention from PCT's self-imposed business failures. We are gratified that the Taiwan Intellectual Property Office sustained the validity of EZconn's patent and rejected PCT's arguments, just as the United States court rejected them. Rather than squandering resources on relitigating meritless allegations against EZconn, PCT should focus on turning its business around and paying its creditors." EZconn continues its collection efforts and remains hopeful that PCT, operating under oversight of the bankruptcy court, will satisfy its obligations to EZconn and its other creditors. About Andes Industries Creditors EZconn Corporation, Crestwood Capital Corporation, and Devon Investment Inc. filed involuntary bankruptcy petitions against Andes Industries, Inc. and PCT International, Inc. under Chapter 7 of the Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona. On Dec. 4, 2019, the Chapter 7 cases were converted to cases under Chapter 11 (Bankr. D. Ariz. Lead Case No. 19-14585). Judge Paul Sala oversees the cases. The Debtors tapped Sacks Tierney P.A. as legal counsel, Beus Gilbert McGroder PLLC as special counsel, and Keegan Linscott & Associates, PC as financial consultant. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Jan. 29, 2020. The committee is represented by Allen Barnes & Jones, PLC. The Debtors filed their joint Chapter 11 plan and disclosure statement on June 8, 2020. PENNSYLVANIA REAL: Egan-Jones Hikes Sr. Unsecured Ratings to CCC- ----------------------------------------------------------------- Egan-Jones Ratings Company, on January 6, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Pennsylvania Real Estate Investment Trust to CCC- from D. EJR also upgraded the rating on commercial paper issued by the Company to C from D. Headquartered in Philadelphia, Pennsylvania, Pennsylvania Real Estate Investment Trust is a self-administered real estate investment trust involved in acquiring, managing, and holding real estate interests for current yield and long-term appreciation. PURPLE LINE: S&P Raises Debt Rating to 'B-' ------------------------------------------- S&P Global Ratings raised its rating on Purple Line Transit Partners LLC's (PLTP) debt to 'B-' from 'CCC' and placed the rating on CreditWatch with positive implications. S&P's '1' recovery rating on the debt remains unchanged, indicating its expectation for very high recovery (90%-100%; rounded estimate: 95%). S&P said, "The CreditWatch reflects that we could raise our rating on the project's debt when we receive further details about the potential replacement contractor, its construction security package, financial metrics, and etc. We note that it will take longer than our typical 90-day period to resolve the CreditWatch placement." PLTP was selected in 2016 by a competitive bid process to finance, develop, design, build, equip, and supply light-rail vehicles (LRVs) for the Purple Line Light Rail Project, which is a 16.2-mile, 21-station, east-west light rail transit project. The route lies just inside the Interstate-495/Capital Beltway that circles Washington, D.C. PLTP was also tasked with maintaining and operating the system under an approximately 36-year availability-based concession agreement with the MDOT and the Maryland Transit Administration. The Maryland Board of Public Works recently approved a $250 million settlement agreement to end the three-year dispute between the Purple Line project parties, Purple Line Transit Partners LLC (PLTP) and Maryland Department of Transportation (MDOT), and their construction contractor. Per the settlement, MDOT and Purple Line's sponsors (except Fluor Corp.) will continue to operate a public-private partnership (P3) and find a new construction contractor over the next nine months (can be extended by 60 days) and raise additional funding to complete the construction work. If they are unsuccessful in finding a replacement and securing additional funding by the deadline (unless extended), the existing lenders will be repaid on the one-year anniversary (Dec. 17, 2021) of the settlement. Therefore, S&P believes the settlement has substantially reduced the likelihood of a non-repayment or default (because the project will have access to sufficient equity proceeds to meet its obligations through the replacement/repayment of its debt). Following the execution of the settlement agreement and Fluor Corp.'s exit, Meridiam Infrastructure Purple Line LLC (82%), and Star America Purple Line LLC (18%) own the project. The project will search for a replacement construction contractor over the next nine months. PTLP's operations and maintenance (O&M) contractors will be reduced to just Alternate Concepts Inc. and CAF USA Inc. (however, in the interim Fluor Corp. will continue to be the project's O&M guarantor until a replacement construction contractor is found). S&P believes the $250 million settlement agreement between Maryland's Purple Line project parties is favorable for the lenders. On Dec. 16, 2020, the Maryland Board of Public Works approved a $250 million settlement agreement to end the three-year dispute between the Purple Line project parties, PLTP and MDOT, and their construction contractor. Per the settlement, MDOT and Purple Line's sponsors (except Fluor Corp.) will continue to operate as a P3 and find a new construction contractor over the next nine months (can be extended by 60 days or more) while raising additional funding to complete the construction work, which it will support with additional availability revenue during the O&M phase. The existing construction contractor will be paid $250 million against its $800 million of cost overrun claims (that said, the cost of the replacement contract for the remaining construction work relative to the cost of the original construction contract remains to be seen). Of the $250 million settlement amount, $100 million was paid by MDOT on Dec. 29, 2020, and the remaining $150 million will be secured through additional financings (once the replacement contractor is selected). MDOT will manage the construction of the project until the new contractor is selected while prioritizing the completion of the previously disputed items (like the Maryland Department of the Environment [MDE] pond and CSX). The cost of construction during this interim period will be shared by MDOT and the equity proceeds (subject to a $50 million cap) from the project's sponsors. The project will also continue to use the equity proceeds from its sponsors to fund the interest obligations on its outstanding bonds. If they are unsuccessful in finding a replacement contractor and securing additional funding by the deadline (unless extended with the existing lenders' approval), MDOT will pay the remaining $150 million to the construction contractor and the existing lenders will be repaid fully on the one-year anniversary of the settlement. S&P said, "Therefore, we believe the likelihood of a non-repayment and default have been substantially reduced, which led us to raise our rating on the project's debt to 'B-' from 'CCC'. We will make our decision on whether to implement any further rating changes (likely upward) when we receive additional details about the replacement contractor, its construction security package, the project's final contractual structure (for example, who takes the LRV supply risk), its financial metrics, and etc." S&P said, "The CreditWatch positive placement reflects that we could raise our rating on the project's debt when we receive further details about the replacement contractor, its construction security package, financial metrics, and etc. We note that it will take longer than our typical 90-day period to resolve the CreditWatch." R3D HOLDINGS: Unsecureds Will get $20,000 ----------------------------------------- According to a Dec. 28, 2020 notice, a continued hearing to consider confirmation of the Plan of R3D Holdings and final approval of the Debtor's Disclosure Statement is scheduled for Jan. 27, 2021 at 10:00 a.m. at Tampa, FL - Courtroom 8A, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue. R3D Holdings, Inc., submitted a Second Plan of Reorganization. The Class 2 Secured Claim of First Citizens Bank & Trust Company, asserted in the amount of $903,872, will have an allowed secured claim of $750,000 which will be amortized over 25 years at 5% interest for an estimated monthly payment of $4,384 with a balloon of all outstanding amounts due on the 168th month following the entry of the Confirmation Order. Class 3 Secured Claim of Fitness Mgmt of Florida, Inc. in the amount of $348,656 will be treated as an unsecured claim in Class 5. For Class 5 General Unsecured Claims, the Debtor will fund $20,000 to a plan pool. Creditors in this class will receive a pro rata distribution of their claim, without interest, in 20 equal quarterly distributions of $1,000, with payments commencing on the start of the calendar quarter immediately following the Effective Date of Confirmation and continuing for a total of 20 consecutive quarters. Class 6 Equity Security Holders will receive no distributions on their claims until such time as the Debtor has made all distributions required under Class 6. A full-text copy of the Second Plan of Reorganization dated Dec. 16, 2020, is available at https://bit.ly/3nRbNk1 from PacerMonitor.com at no charge. Attorney for the Debtor: Buddy D. Ford, Esquire Jonathan A. Semach, Esquire Heather M. Reel, Esquire 9301 West Hillsborough Avenue Tampa, Florida 33615-3008 Telephone #: (813) 877-4669 Facsimile #: (813) 877-5543 Office Email: All@tampaesq.com E-mail: Buddy@tampaesq.com E-mail: Jonathan@tampaesq.com E-mail: Heather@tampaesq.com About R3D Holdings R3D Holdings, Inc. d/b/a Fitness for $10 -- https://www.fit410brandon.com/ -- is a family-owned company in the health club business. Fitness for $10 features 24/7 access, state-of-the-art cardio equipment, strength training equipment, functional training equipment, and small group training classes. R3D Holdings, Inc., based in Brandon, Fla., filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-11676) on Dec. 11, 2019. In the petition signed by Ronald J. Knish, president, the Debtor disclosed $188,472 in assets and $1,466,273 in liabilities. Buddy D. Ford, Esq., at Buddy D. Ford, P.A., serves as bankruptcy counsel to the Debtor. The Debtor tapped J.W. Hughes Company as its accountant. RADIO DESIGN: Feb. 25 Plan & Disclosure Hearing Set --------------------------------------------------- On Jan. 5, 2021, Radio Design Group, Inc., filed with the U.S. Bankruptcy Court for the District of Oregon a Disclosure Statement and Plan of Reorganization. On Jan. 8, 2021, Judge Thomas M. Renn conditionally approved the Disclosure Statement and ordered that: * Feb. 25, 2021 at 10:00 a.m. is the telephonic hearing on the Disclosure Statement and confirmation of the Plan. * Written ballots accepting or rejecting the plan or amended plan must be received no later than 7 days before the hearing date. * Objections to the proposed disclosure statement or plan must be filed no later than 7 days before the hearing date. * A claimant whose claim is subject to a pending objection and who desires its claim temporarily allowed must no later than 7 days before the hearing date file and serve a detailed written motion for temporary claim allowance. As reported in the TCR, under the First Amended Plan of Reorganization dated Jan. 5, 2021, general unsecured claims in Class 9 totaling $2,698,927 will be paid in full over six years, through their pro-rata distributions of escalating monthly installments to the Class 9 creditors commencing within 30 days of the Effective Date. Payments and distributions will be funded by cash flow from the continued operation of the business. A full-text copy of the First Amended Disclosure Statement dated Jan. 5, 2021, is available at https://bit.ly/3pUa1z7 from PacerMonitor at no charge. A full-text copy of the Order entered Jan. 8, 2021, is available at PacerMonitor.com at https://bit.ly/3iaRQT6 Attorneys for the Debtor: Loren S. Scott SCOTT LAW GROUP LLP PO Box 70422 Springfield, OR 97475 Telephone: 541-868-8005 Facsimile: 541-868-8004 E-mail: lscott@scott-law-group.com About Radio Design Group Radio Design Group, Inc., is a design and engineering firm based in Grants Pass, Oregon. Since its incorporation in 1992, Radio Design has grown from a small RF consulting company specializing in small commercial markets to a vital contributor to unique and innovative products that have advanced the state of technology in both the commercial and defense-related markets. Radio Design previously sought bankruptcy protection on July 24, 2014 (Bankr. D. Ore. Case No. 14-62732). Radio Design sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 19-63617) on Dec. 2, 2019. In the petition signed by James Hendershot, president, the Debtor was estimated to have $1 million to $10 million in assets and liabilities of the same range. Judge Thomas M. Renn is assigned to the case. The Debtor is represented by Loren S. Scott, Esq., at The Scott Law Group. RENTPATH HOLDINGS: CoStar Merger Would Have Hurt Landlords ---------------------------------------------------------- Laura Agadoni of MillionAcres reports CoStar Group (NASDAQ: CSGP), a giant in the commercial real estate (CRE) world, recently had a major deal squashed by the Federal Trade Commission. CoStar, which owns Loopnet.com, Apartments.com, and ApartmentFinder.com to name a few, recently tried to buy RentPath, its biggest competitor in the online apartment search realm. But the FTC determined that RentPath, although an ailing company that filed Chapter 11 bankruptcy, is a big competitor of CoStar's, owning ApartmentGuide.com, Rent.com, and Rentals.com. If CoStar swallowed up RentPath, that move would surely have cost landlords more money to advertise their rentals. According to MillionAcres, the move by the FTC to block the CoStar-RentPath merger is a good one for landlords. Having robust competition keeps prices low and business quality up. Landlords who advertise online, which is pretty much all landlords, can hold on to some of their advertising dollars as long as there is healthy competition in the listing-site space. The competition that should now remain between RentPath and CoStar will likely help keep listing prices down for landlords to list their rental properties. About RentPath Holdings RentPath is a digital marketing solutions company that empowers millions nationwide to find apartments and houses for rent. RentPath Holdings, Inc., and 11 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10312) on Feb. 12, 2020. RentPath Holdings was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. Weil, Gotshal & Manges LLP and Richards Layton & Finger are serving as legal counsel, Moelis & Company LLC is serving as a financial advisor, and Berkeley Research Group, LLC is serving as restructuring advisor to RentPath. Prime Clerk LLC is the claims agent. RTI HOLDING: Seeks to Hire FGKR LLC as Real Estate Broker --------------------------------------------------------- RTI Holding Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Knoxville, Tenn.-based real estate broker, FGKR, LLC. The Debtors need the services of a real estate broker to sell a building and land located at 333 E. Broadway, Maryville, Tenn., and E. Harper Avenue, Maryville, Tenn. FGKR will get 5 percent of the total sales price of $2.6 million, with the firm to pay 2 percent to the buyer's broker, Hathaway HomeServices Dean-Smith Realty, from its commission. The firm also will be reimbursed for expenses incurred. Jay Coble, FGKR's principal broker, disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14). The firm can be reached at: Jay Coble FGKR, LLC First Tennessee Plaza Knoxville, TN 3790 Tel: 865 777 0202 About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On Oct. 26, 2020, the U.S. Trustee formed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as its counsel, and FTI Consulting, Inc. as its financial advisor. RTI HOLDING: Taps Crowe LLP to Provide Tax Services --------------------------------------------------- RTI Holding Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Crowe LLP. The firm's services will include: (a) the preparation and filing of the Debtors' federal and state tax returns for the tax year ended June 2, 2020; and (b) tax consulting services, which may include (i) analyses related to the cancellation of indebtedness, (ii) analyses related to other tax implications of bankruptcy filing, (iii) federal and state analyses of Sec 382 RBIL limitations, (iv) corporate tax planning and structuring, and (v) analyses related to tax effects of intercompany transactions. The firm will also provide tax professionals to assist the Debtors with their income tax function. For the tax preparation services, the firm will be paid a flat fee as follows: Income Tax Compliance $188,400.00 Technology Charges $4,800 Fixed Asset Review $4,400 Meanwhile, the firm will be paid at hourly rates for the tax consulting services as follows: Staff $150 - $185 Senior Staff $155 - $250 Manager $250 - $450 Senior Manager $390 - $550 Partner/Director $550 - $840 The firm will also be reimbursed for out-of-pocket expenses. Rebecca Jordan, a partner at Crowe, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Polsinelli can be reached at: Rebecca Jordan Crowe LLP 2095 Lakeside Centre Way, Suite 125 Knoxville, TN 37922-6647 Tel: +1 865 690 7975 Fax: +1 865 690 7976 About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On Oct. 26, 2020, the U.S. Trustee formed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as its counsel, and FTI Consulting, Inc. as its financial advisor. SEP-PRO SYSTEMS: Hires Suzanne D. Young as Accountant ----------------------------------------------------- Sep-Pro Systems, Inc., seeks authority from the U.S. Bankruptcy Court for the Southern District of Texas to employ Suzanne D. Young, CPA and the firm of Suzanne Davies Young, CPA, PLLC as its accountant. The CPA will provide accounting and CPA services to the Debtors. The CPA has agreed to provide services at $200 per hour. The CPA has no interest adverse to the estate and is a disinterested person, according to court filings. The CPA can be reached through: Suzanne D. Young, CPA Suzanne Davies Young, CPA, PLLC 5906 Boyce Spring Dr. Houston, TX 77066 Tel: 281-893-3584 About Sep-Pro Systems Sep-Pro Systems, Inc., is engaged in the the design, engineering, and fabrication of oil and gas processing equipment. Sep-Pro Systems, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-35858) on Dec. 9, 2020. In the petition signed by John Tyson, president, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The LAW OFFICE OF NELSON M. JONES III, serves as bankruptcy counsel to the Debtor. SINALOENCE FOOD: Case Summary & Unsecured Creditor -------------------------------------------------- Debtor: Sinaloence Food Products & Services, Inc. 4813 E. Rosecrans Ave Compton, CA 90221 Business Description: Sinaloence Food Products & Services, Inc. is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 14, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10255 Debtor's Counsel: Joanne P. Sanchez, Esq. JD LAW 400 S. Melrose Drive, Suite 109 Vista, CA 92081 Tel: 760-630-2000 Fax: 760-630-2002 E-mail: joanne@jdlaw.law Estimated Assets: $1 million to $10 million Estimated Liabilities: $500,000 to $1 million The petition was signed by Gloria Burgos, chief executive officer. The Debtor listed Ravi Financial as its sole unsecured creditor holding a claim of $851,000. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/H5DTBPY/Sinaloence_Food_Products__Services__cacbke-21-10255__0001.0.pdf?mcid=tGE4TAMA SKLAR EXPLORATION: Feb. 11 Hearing on Disclosure Statement ---------------------------------------------------------- A video conference hearing to consider the adequacy of and to approve the Disclosure Statement of Sklar Exploration Company, LLC, will be held on Feb. 11, 2021 at 9:30 a.m. via Zoom. Objections to the Disclosure Statement are due Jan. 28, 2021. A Disclosure Statement and a Plan under Chapter 11 of the Bankruptcy Code was filed by Debtors on Dec. 18, 2020. Pursuant to the Plan, the Debtors will restructure their debts and obligations and will continue to operate in the ordinary course of business. Under the Plan, holders of Allowed General Unsecured Claims against Sklarco in Class C will receive 5% of the SKC Available Cash until paid in full. Holders of Allowed Unsecured Claims against SEC in Class 6 will receive quarterly pro rata distributions of 100% of SEC Net Operating Income during the repayment term beginning the first quarter after Class 5 Claimants are paid in full. A full-text copy of the Disclosure Statement dated Dec. 18, 2020, is available at https://bit.ly/37VxkT7 from PacerMonitor.com at no charge. About Sklar Exploration Company Sklar Exploration Company, LLC is an independent exploration production company owned and managed by Howard F. Sklar. With offices in Boulder, Colo., Shreveport, La., and Brewton, Ala., Sklar owns interests in oil and gas wells located throughout the United States. Its exploration and production activities have historically focused on the hydrocarbon-rich Lower Gulf Coast basins and in the Interior Gulf Coast basins of East Texas, North Louisiana, South Mississippi, South Alabama, and the Florida Panhandle. Visit https://sklarexploration.com/ Sklar Exploration Company and Sklarco, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Lead Case No. 20-12377) on April 1, 2020. At the time of the filing, Sklar Exploration had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Sklarco disclosed assets of between $10 million and $50 million and liabilities of the same range. Judge Elizabeth E. Brown oversees the cases. The Debtors tapped Kutner Brinen, P.C. as bankruptcy counsel, and Berg Hill Greenleaf & Ruscitti, LLP and Armbrecht Jackson, LLP as special counsel. The U.S. Trustee for Region 19 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee is represented by Munsch Hardt Kopf & Harr, P.C. SOMERVILLE BREWING: Judge Approves Liquidating Plan --------------------------------------------------- Judge Frank J. Bailey on Dec. 21, 2020, entered a final order confirming the Liquidating Plan of Somerville Brewing Company. The judge also approved the First Amended Disclosure Statement on a final basis. There were no objections filed to the adequacy of the Disclosure Statement and there were no objections filed to confirmation of the Plan. One claimant in Class 1 timely voted 100% in favor of acceptance of the Debtor's Plan a claim in the amount of $247,609. One claimant in Class 2 timely voted 100% in favor of acceptance of the Debtor's Plan a claim in the amount in excess of $500,000. One claimant in Class 5 timely voted 100% in favor of acceptance of the Debtor's Plan a claim in the amount of $130,713. One claimant in Class 6 timely voted 100% to reject the Debtor's Plan a claim in the amount of $23,494, which claimant was deemed to have been a Class 8 Claimant and deemed to have rejected the Plan. The claimants in Class 8 were deemed to have rejected the Plan, there being no distribution under the Plan to the general unsecured claimants who comprise Class 8 of the Plan. The Court confirmed the Plan as modified by the Debtor's notice of non-material modifications. As reported in the TCR, Somerville Brewing Company submitted a First Amended Combined Disclosure Statement and Liquidating Plan. The Plan provides that due to the known sums which were realized at the Public Auctions of the Debtor's locations, and the sums due to the holders of administrative, priority and Allowed Secured Claims of Classes One through Five that there will be no remaining sums available to pay to the holders of claims by the holders of General Unsecured Creditors A full-text copy of the First Amended Combined Disclosure Statement and Liquidating Plan dated Oct. 26, 2020, is available at https://tinyurl.com/y2zqhexr from PacerMonitor.com at no charge. A copy of the Plan Confirmation Order is available at https://bit.ly/2LMML7q About Somerville Brewing Company Somerville Brewing Company, a/k/a Slumbrew, d/b/a American Fresh Brewhouse, produces a wide variety of traditional and experimental Slumbrew brand beer styles. Somerville Brewing Company filed a Chapter 11 bankruptcy petition (Bankr. D. Mass. Case No. 19-13300) on Sept. 27, 2019 in Boston, Massachusetts. In the petition signed by Jeffrey Leiter, the Debtor's president and treasurer, the Debtor was estimated to have assets between $1 million to $10 million and liabilities within the same range as of the bankruptcy filing. The Hon. Frank J. Bailey is the case judge. Parker & Lipton is the Debtor's counsel. SPECTACLE GARY: S&P Retains 'B-' ICR on CreditWatch Negative ------------------------------------------------------------ S&P Global Ratings retains all its ratings on Spectacle Gary Holdings LLC, including its 'B-' issuer credit rating, on CreditWatch, where it initially placed them with negative implications on March 20, 2020. If the opening of Spectacle's new land-based casino is delayed by more than a few weeks, the company could face a liquidity strain. S&P said, "We believe the opening of the new land-based casino (Hard Rock Northern Indiana) may be delayed at least a few weeks past mid- to late-March, which is when Spectacle initially expected to open the casino. Our expectation for a potential delay follows the Dec. 23, 2020, hearing of the Indiana Gaming Commission (IGC), which expressed concerns regarding the continued involvement of one of Spectacle's parent's majority owners and former CEO. It is our understanding that the concerns raised by the IGC and its subsequent actions (which included suspending the former CEO's individual gaming license and ordering a trustee be put in control of his equity interests in the company) neither violate any provisions of Spectacle's credit agreement nor do they have any negative implications on Spectacle's gaming license. Nevertheless, based on IGC's statements that it would suspend approvals for the relocation of the casino to its new land-based location, we believe these issues may delay the opening of the casino." S&P said, "We believe that if the opening of the casino is delayed by more than a few weeks, Spectacle may face a liquidity strain. If the opening is delayed, Spectacle will be relying on EBITDA generation at its existing Majestic Star riverboat casinos, existing cash at these entities, remaining funds in its interest reserve account (which is sufficient to fund debt service through June 30, 2021), and availability under its $10 million revolver. We believe these sources of liquidity are sufficient to fund our estimate of cash fixed charges (interest expense, amortization under Spectacle's term loan, and maintenance capital expenditures [capex]) for about six to 12 months after construction is completed. We believe that until the new casino opens, Spectacle will continue to deplete its existing liquidity sources, reducing the cushion it will have to absorb any operating underperformance at the new casino. "We do not anticipate any construction-related delays because the construction of the building is largely complete, and remaining construction relates mostly to outfitting interior spaces of the casino, which is not vulnerable to weather delays. Further, it is our understanding that the construction is on budget. "Risks remain heightened regarding Spectacle's ability to ramp EBITDA to comfortably cover cash fixed charges. These cash fixed charges include cash interest expense, amortization under its term loan, and maintenance capex. We believe initial visitation to Hard Rock Northern Indiana may be lower than we previously assumed because consumers may remain cautious about being in enclosed public spaces, and there may still be mandated capacity restrictions at casinos because of the virus." As vaccine rollouts in several countries continue, S&P Global Ratings believes there remains a high degree of uncertainty about the evolution of the coronavirus pandemic and its economic effects. Widespread immunization, which certain countries might achieve by midyear, will help pave the way for a return to more normal levels of social and economic activity. S&P said, "We use this assumption about vaccine timing in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly." Further, the ability to attract customers to a new property is a significant risk, particularly in a highly competitive market with existing operators that are parts of larger, diversified gaming companies. These competitors can allocate significant resources to marketing and promotions to protect their customer bases, and they also have large databases of customers to whom they can market. Hard Rock Northern Indiana will operate in the highly competitive Chicagoland market, where three competitors are within 20 miles of the proposed site: Horseshoe Hammond, Ameristar Casino Hotel East Chicago, and the Blue Chip casino (all in northern Indiana). Within 40 miles of Hard Rock Northern Indiana and within its target market (northern Indiana and areas south of Chicago), are two more casinos: Harrah's Joliet and Hollywood Casino Joliet (located to the south and east of Chicago). All of these competitors are owned by larger gaming operators--Caesars Entertainment Inc., Penn National Gaming Inc., and Boyd Gaming Corp. Risks also exist around optimizing the cost structure to the level of revenue generation, which could be volatile in the first several months as the casino gains traction in the market. The revenue uncertainty, combined with the potential for cost inefficiencies, could lead to EBITDA generation that is insufficient to cover fixed charges. New properties often face initial cost inefficiencies because they typically open with heighted labor costs and marketing costs to provide high-quality customer service to grow and maintain a customer base. Further, it may take several quarters for the casino to optimize its marketing strategy. S&P said, "Under our base case, we assume the casino opens by April 15, 2021. In this scenario, we assume the casino generates about $200 million-$300 million in its first full year of operations and earns an EBITDA margin in the mid-20% area, in line with other regional casinos. "We believe ramp-up risks are partly mitigated by our view that Hard Rock's existing database and new land-based location offer it a competitive advantage over other competing properties. We believe Hard Rock Northern Indiana will benefit from the existing database of customers at the Majestic Star properties and those that are in Hard Rock's database. Hard Rock Northern Indiana will also have an advantage over peers in northern Indiana in that it will be the only land-based facility in the market. Hard Rock Northern Indiana will use one of the two existing gaming licenses held by Spectacle that are currently assigned to two Majestic Star riverboat casinos. Spectacle plans to close the Majestic Star riverboats, relinquish one of the licenses to the state, and transfer the remaining license to the land-based Hard Rock Northern Indiana casino, which will be about 8 miles from the existing Majestic Star site. Land-based casinos typically generate higher revenue compared to riverboat casinos because land-based casinos tend to have more open, single-story layouts that make it easier for customers to navigate the casino floor and find games. Riverboat casinos typically have gaming on multiple levels and limited amenities. "Further, we believe Hard Rock Northern Indiana will benefit from good accessibility right off I-94. We believe this will lead to incremental visitation--as compared to the existing riverboat properties--from Hard Rock Northern Indiana's target market because the existing riverboats do not have direct highway access and are in a less-favorable location. We also believe the Hard Rock brand and expected entertainment offerings will drive incremental visitation because the brand is well-known, and it resonates with many customers as a good leisure alternative. "The CreditWatch listing reflects the possibility that we could lower ratings at least one notch if the opening of the casino is delayed more than a few weeks because we believe a delayed opening could strain Spectacle's liquidity. This is because we believe cash flow at the existing Majestic Star riverboat casinos--in conjunction with other liquidity sources--is insufficient to support the capital structure over time. This would translate into a continued depletion of liquidity sources until the new casino opens and reduce the cushion Spectacle has to absorb any operating underperformance at the new casino. We could also lower ratings if we no longer believe Spectacle can ramp its EBITDA quickly enough to comfortably cover cash fixed charges. "In resolving the CreditWatch listing, we will monitor ongoing discussions Spectacle is having with IGC regarding its ability to open the new casino on time. If we believe the casino opening will be delayed past mid-April, we will likely lower the rating. Additionally, we plan to monitor the ongoing pandemic's effect on regional casinos' operating performances. If increasing virus cases or a slow vaccine rollout will result in additional operating restrictions or changes in consumer behavior that could impair Spectacle's initial operating performance compared to our base-case forecast, we could lower ratings." STRATEGIC PARTNERS: S&P Affirms 'B' Issuer Credit Rating -------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Strategic Partners Acquisition Corp. At the same time, S&P is assigning its 'B' issue-level and '3' recovery rating to the company's proposed $675 million senior secured first-lien credit facilities, including a $100 million revolver due 2026 and a $575 million first-lien term loan due 2028. The '3' recovery rating indicates S&P's expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of payment default. S&P is assigning a 'CCC+' issue-level and '6' recovery rating to the company's proposed $140 million second-lien term loan due 2029. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%; rounded estimate; 0%) recovery in the event of payment default. Meanwhile, S&P is assigning its 'B' issuer credit rating to New Trojan Parent Inc., which is the borrower and will be the financial reporting entity going forward. Private equity firm Partners Group had entered into a definitive agreement to acquire Careismatic Brands Inc. (formerly known as Strategic Partners Inc.) from its sponsor New Mountain Capital. S&P expects to withdraw all ratings on Strategic Partners Acquisition Corp. when the transaction closes. This rating action assumes that the deal closes substantially on the terms presented to S&P, including the common equity contribution from the sponsor and rollover from management. S&P said, "The rating affirmation and stable outlook reflect our expectation for the company to continue to grow its topline and EBITDA, and reduce leverage to the mid-6x area by the end of 2021. Pro forma for the transaction, we estimate adjusted leverage will increase to the mid-7x area from the high-4x area in December 2020. Careismatic Brands has performed well over the course of the COVID-19 pandemic given the enhanced focus on medical hygiene, which has resulted in increased scrub demand. While the industry benefits from favorable dynamics due to its nondiscretionary nature, its classification as essential purpose products during the pandemic has provided an additional tailwind, which should present strong demand for scrubs in 2021. We expect the company to continue to grow its topline and EBITDA as a result of strong demand and some cross-selling opportunities from its recent acquisitions, and reduce adjusted leverage to the mid-6x area by the end of 2021." "Our ratings reflect the sponsor ownership and very aggressive financial policy. We believe the company's financial policies are largely driven by its sponsor Partners Group and those policies will likely prevent the company from sustaining leverage below 5x for an extended period. Therefore, while we expect credit metrics to improve over time, we believe the company will likely add leverage to make acquisitions or distribute dividends to its shareholders. Our view is rooted in the typical financial policies of most financial sponsor-owned companies, which focus on generating investment returns over short time horizons (less than five years) and typically operate with high debt levels." "We believe industry growth remain favorable and the company is well positioned to capture the industry tailwind. The medical uniform segment is not significantly exposed to fashion risk and end-user demand is relatively non-cyclical and stable. Medical uniform sales have experienced stable demand through economic cycles. The U.S. market size of employee-purchased medical scrubs grew at a mid-single-digit percentage CAGR in the past few years. We expect continued growth in the number of healthcare providers to serve an aging population and expect industry growth to remain favorable." "Our ratings continue to incorporate the company's solid position in a niche sector. Careismatic Brands is a formidable competitor in the niche medical and school uniform sector. The company is four times the size of its next-largest traditional wholesale rival and has a long-standing relationship with the largest brick-and-mortar retailer in the U.S. Careismatic Brands supplies medical uniforms, primarily under the brand names Cherokee (owned) and Dickies (licensed, the expiration of which is 2035). Our ratings also incorporate the company's limited scale and geographic diversity, narrow business focus, and moderate customer concentration. The company benefits from its leadership position in a niche industry, stable demand for its products, generally consistent operating performance, and satisfactory profit margins, partly due to its outsourced business model." The company will continue to adapt to evolving distribution channels and competition and expand its omni-channel presence. Careismatic Brands acquired Scrubs AC Inc. (SAC; allheart.com) in 2018 and SAC is experiencing strong demand for scrubs, diagnostics, and PPE. Medelita presents an opportunity with its established direct-to-consumer (DTC) model. Additionally, management's continued investment in digital, technology, and business intelligence to further expand its e-commerce and brand presence reflects the company's adoption to the evolving distribution channel. S&P said, "The stable outlook reflects our expectation over the next year that the company will continue to grow its topline and EBITDA, as a result of continued strong demand and some cross-selling opportunities from its recent acquisitions, and reduce adjusted leverage to the mid-6x area by the end of 2021." "We could lower our ratings if the company's operating performance deteriorates or if its financial policy becomes more aggressive, such that it sustains adjusted leverage above 7.5x. This could occur if the global supply chain network is not well managed, or if significant unfavorable changes are made to the terms of the relationship with its major customer, including reduced business or lower prices. This could also occur if input costs escalate, or if the company loses significant market share to online competitors. We could also lower our ratings if the company's financial policy becomes substantially more aggressive, potentially by making a large debt-financed distribution or large debt-financed acquisition." "Although unlikely in the next 12 months, we could raise our ratings if the company's operating performance continues to improve and we believe the company would adopt a less aggressive financial policy, including sustaining leverage below 5x." SYSTEM ONE: Moody's Assigns B2 CFR & Rates $45MM 1st Lien Loans B2 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 corporate family rating and B2-PD probability of default rating to OCM System One Buyer, CTB, LLC (dba System One). Concurrently, Moody's assigned B2 ratings to the company's proposed $45 million senior secured first lien revolver due 2026 and $280 million senior secured first lien term loan due 2028. The outlook is stable. This is the first time Moody's has rated System One. Term loan proceeds combined with new equity from affiliates of Oaktree Capital Management, L.P. will be used to finance the acquisition of a controlling interest in the company, repay existing debt, and cover related fees & expenses. "System One's position as a provider of recurring and non-discretionary workforce solutions to a wide range of clients is a key underpinning of the credit rating," said Moody's AVP-Analyst Andrew MacDonald. "While leverage is considered elevated given the size and modest margin profile of the business, Moody's believes that the company should benefit from secular trends towards outsourcing and with a conservatively managed balance sheet will generate good liquidity to allow for debt repayment." Assignments: Issuer: OCM System One Buyer, CTB, LLC Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: OCM System One Buyer, CTB, LLC Outlook, Assigned Stable RATINGS RATIONALE System One's B2 corporate family rating is constrained by the company's elevated leverage profile, modest size over $800 million of revenue, and modest margins compared to similarly rated outsourced staffing and service providers. Revenue growth and margin improvement is expected to be limited given the highly competitive nature of the staffing and services industry which features both large global firms and established niche players. The company has modest customer concentration; however, this is somewhat mitigated by diverse end markets and the recurring nature of services that are embedded into its clients' day-to-day operations. The temporary staffing industry is also subject to cyclical spending and would be expected to decline during periods of macroeconomic weakness. Moody's views governance risk as elevated because the company is expected to have a financial policy consistent with private equity ownerships that includes a debt funded acquisition growth strategy and the potential for future shareholder dividends. Positively, System One is expected to benefit from broad secular trends towards outsourcing across its end markets that should allow it to win new business and grow wallet share with its existing customers. The company has good revenue and earnings visibility supported by a strong backlog and high customer retention. Pro forma for the transaction, Moody's adjusted debt-to-EBITDA is estimated to be 5.4x at December 31, 2020 and is expected to improve to below 5x over the next 12 to 18 months driven by Moody's expectation for revenue growth in the low single digit percentages. Good liquidity is supported by an expectation of free cash flow to debt of 10% aided by low capital expenditures requirements and access to a new $45 million revolving credit facility expiring 2026. Given that the amount of cash expected at close will be minimal, it is possible the company may fund near term working capital needs using its revolver. The company's first lien term loan has $2.8 million of annual mandatory debt repayment that is expected to be sufficiently covered by internally generated free cash flow of approximately $30 million on an annual basis. The B2 rating on System One's senior secured first lien credit facilities reflects both the Probability of Default rating of B2-PD and the loss given default assessment of LGD3. The senior secured first lien credit facilities benefit from the secured guarantees from all existing and subsequently acquired domestic subsidiaries. As there is no other meaningful debt in the capital structure, the facilities are rated in line with the B2 CFR. Preliminary terms in the company's first lien credit agreement indicate that System One can incur incremental facilities up to the greater of $55.5 million and 100% of adjusted EBITDA as defined over the prior four quarter period prior to issuance, plus an additional amount so long as it is not greater than the initial closing date first lien net leverage ratio for pari passu secured debt or, in the case of junior secured debt or unsecured debt, 0.5x plus the initial closing senior secured or total leverage ratio, respectively (or, if used to finance a permitted acquisition or permitted investment, such leverage tests may be satisfied so long as leverage does not increase on a pro forma basis); incremental amounts up to the greater of $55.5 million and 100% of adjusted EBITDA may be incurred with an earlier maturity date than the first lien term loan. Only wholly owned subsidiaries must provide guarantees; partial dividend of ownership interest could jeopardize guarantees. Asset transfers to unrestricted subsidiaries are permitted, subject to "blocker" provisions that restrict transfers of intellectual property that is material to the operation of the business of the Borrower and its restricted subsidiaries on a pro forma basis. The asset sale proceeds prepayment requirement has leverage-based step-downs to 50%, 25% and 0% at 1.0x, 1.25x, and 1.5x below the closing first lien leverage ratio. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that leverage will improve towards 5x during the next 12 to 18 months and for approximately $30 million of free cash flow on an annual basis that will be used to repay debt and build liquidity. The outlook also considers the company will maintain steady, albeit modest, organic revenue growth in the low-single digit percentages supported by high client retention rates and its current backlog. Ratings could be upgraded through consistent earnings growth and margin improvement along with financial policy supportive of debt-to-EBITDA remaining below 4x and free cash flow-to-debt above 10% while maintaining good liquidity. Ratings could be downgraded should System One experience declines in customer retention rates, revenue or profitability. An expectation that leverage will be sustained above 5.5x or should liquidity deteriorate including free cash flow to debt below 5% could also lead to a downgrade. Financial policies featuring shareholder returns or aggressive acquisitions would also negatively pressure ratings. OCM System One Buyer, CTB, LLC ("System One"), based in Pittsburgh, PA, is a provider of outsourced services and workforce solutions specializing in the engineering, energy, technology, legal, scientific, and digital & creative sectors. The company operates out of over 50 field offices across the United States and serves a broad range of government, industrial, and commercial clients across multiple end markets. Following close of the transaction, the company will be majority owned by funds managed by Oaktree Capital Management, L.P. Revenue for the year ended December 31, 2020 is expected to be over $800 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TEA OLIVE: U.S. Trustee Appoints Creditors' Committee ----------------------------------------------------- James Snyder, Acting United States Trustee for Region 12, on Jan. 13 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Tea Olive I, LLC. The committee members are: 1. Cam2 International P.O. Box 530 Roseland, LA 70456 Contact Person: Chantel Lambert Phone: 985-748-9687 Email: chantellambert@cam2.com 2. MWI Veterinary Supply 3041 W. Pasadena Drive Boise, ID 83702 Contact Person: Donald L. Curtis Phone: 208-863-5223 Email: dcurtis@mwianimalhealth.com 3. Needleart World, LLC 4732 G. North Royal Atlanta Drive Tucker, GA 30084 Contact Person: Donna Boldt Phone: 770-493-9102 Email: Donna@DiamondDotz-us.com Jim@diamonddotz-us.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Tea Olive I Tea Olive I, LLC -- https://www.stockandfield.com/ -- is a Minnesota limited liability company formed in 2018 and headquartered in Eagan, Minn. It is a farm, home and outdoor retailer currently operating 25 stores across Illinois, Indiana, Ohio, Wisconsin and Michigan. Tea Olive I conducts business under the name Stock+Field. Tea Olive I 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 estimated 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 its counsel and Steeplechase Advisors LLC as its investment banker. Donlin, Recano & Company, Inc. is the claims agent. TEMBLOR PETROLEUM: Ordered to Amend Plan Disclosures by Feb. 3 -------------------------------------------------------------- Judge Jennifer E. Niemann of the U.S. Bankruptcy Court for the Eastern District of California has entered an order within which the hearing on approval of disclosure statement of debtor Temblor Petroleum Company, LLC is continued to Feb. 24, 2021 at 9:30 a.m. in Department A, Courtroom 11, Fifth Floor, U.S. Courthouse, 2500 Tulare Street, Fresno, California. It is further ordered that not later than Feb. 3, 2021, the debtor will file an amended plan and disclosure statement, and not later than Feb. 12, 2021, written objections may be filed. A hearing on the Disclosure Statement was held Jan. 7, 2021. The Debtor filed a Chapter 11 Plan and a Disclosure Statement on Nov. 24, 2020. Under the Plan, secured creditors will retain their liens against the Debtor's real assets until the claims are paid in full. Holders of non-priority unsecured claims totaling $17,229,637 will receive a pro rata distribution from proceeds received from the sale of the Debtor's real and personal property and collection of the Debtor's accounts receivable until such claims are paid in full. The Debtor said it does not expect to operate its working interests in the oilfields after confirmation of the Plan. However, the Debtor expects to sell its working interests in the oilfields and the machinery and equipment associated with its working interests in the oilfields during the term of the Plan. The Debtor expects to sell its working interests and machinery and equipment for in excess of $10 million. A full-text copy of the order entered Jan. 8, 2021, is available at: https://bit.ly/3nM8Dx0 About Temblor Petroleum Company Temblor Petroleum Company, LLC, is part of the oil and gas exploration and production industry. It is based in Bakersfield, Calif. Temblor Petroleum Company filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 20-11367) on April 9, 2020. In its petition, the Debtor disclosed $12,688,376 in assets and $12,198,911 in liabilities. Philip Bell, managing member, signed the petition. Judge Fredrick E. Clement oversees the case. The Law Offices of Leonard K. Welsh serves as the Debtor's bankruptcy counsel. TIDWELL BROS: Feb. 17 Plan Confirmation Hearing Set --------------------------------------------------- On Oct, 23, 2020, debtor Tidwell Bros. Construction Inc. f/k/a Tidwell Bros. Paving, Inc. filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Disclosure Statement. On Jan. 8, 2021, Judge Jerry A. Funk approved the Disclosure Statement and ordered a hearing on the Debtor's Plan: * Feb. 10, 2021, is fixed as the last day for filing written acceptances or rejections of the plan. * Feb. 17, 2021 at 11:30 a.m., in 4th Floor Courtroom 4D, 300 North Hogan Street, Jacksonville, Florida is the confirmation hearing. * Any objections to confirmation shall be filed and served seven days before the confirmation hearing date. A full-text copy of the order entered January 8, 2021, is available at https://bit.ly/3oMAdM6 About Tidwell Bros. Construction Tidwell Bros. Construction Inc. f/k/a Tidwell Bros. Paving, Inc., is a privately-held construction company in Florida serving industrial, commercial, and residential clients. It specializes in all phases of earthwork, paving, construction/demolition, and aggregate production. Tidwell Bros. Construction Inc. filed a voluntary petition under Chapter 11 of the United States Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-00837) on March 6, 2020. The petition was signed by Anthony J. Tidwell, president. At the time of filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Cynthia C. Jackson oversees the case. Aaron A. Wernick, Esq., of Wernick Law, PPLC, is the Debtor's attorney. TRUEMETRICS: Plan Hearing Continued to Feb. 9 --------------------------------------------- Judge Neil W. Bason on Dec. 23, 2020 held a hearing to consider confirmation of Truemetrics' Amended Plan and final approval of the Disclosure Statement. The judge ordered that the hearing is continued to Feb. 9, 2021 at 1:00 p.m. Truemetrics submitted an Amended Chapter 11 Plan and a corresponding Disclosure Statement on Dec. 19, 2021. According to the Disclosure Statement, holders of unsecured claims will recover 10.69% under the Plan. A full-text copy of the Amended Disclosure Statement dated Dec. 19, 2020, is available at https://bit.ly/34Mokhb from PacerMonitor.com at no charge. Attorney for Truemetrics: MICHAEL J. JAURIGUE RYAN A. STUBBE JAURIGUE LAW GROUP 300 W. Glenoaks Blvd., Ste 300 Glendale, California 91202 Telephone: (818) 630-7280 Facsimile: (888) 879-1697 E-mail: michael@jlglawyers.com ryan@jlglawyers.com About Truemetrics Truemetrics, a provider of Internet marketing service in Alhambra, Calif., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-14672) on May 21, 2020. At the time of filing, the Debtor estimated assets of between $100,000 and $500,000 and liabilities of between $500,000 and $1 million. Jaurigue Law Group is the Debtor's legal counsel. UNITED CANNABIS: THC Producer's Chapter 11 Case Dismissed --------------------------------------------------------- Law360 reports that a Colorado bankruptcy judge threw out United Cannabis Corp.'s Chapter 11 bankruptcy on Tuesday, January 12, 2021, siding with the U.S. Trustee's argument that its connection to illegal marijuana is too close to use the bankruptcy process. United Cannabis Corporation, or UCANN, had claimed it is currently dealing only with legal hemp and is not violating the Controlled Substances Act, so it should be able to file for bankruptcy. But in May 2020, the U.S. Trustee countered that UCANN has manufactured and sold products containing THC and has licensed its patent covering formulations involving THC. About United Cannabis Corporation United Cannabis Corporation -- http://www.unitedcannabis.us/-- is a biotechnology company dedicated to the development of phyto-therapeutic-based products supported by patented technologies for the pharmaceutical, medical and industrial markets. It has long advocated the application of cannabinoids for medical applications and is building a platform for designing targeted therapies to increase the quality of life for patients around the world. United Cannabis sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-12692) on April 20, 2020. The petition was signed by John Walsh, Debtor's chief financial officer. At the time of the filing, the Debtor estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Kimberley H. Tyson oversees the case. The Debtor tapped Wadsworth Garber Warner Conrardy, P.C., as its legal counsel. UNIVERSAL TOWERS: To Seek Plan Confirmation March 17 ---------------------------------------------------- Judge Karen S. Jennemann entered an order approving the Disclosure Statement, as amended, of Universal Towers Construction, Inc., and setting a March hearing to consider confirmation of the Debtor's Plan. The objections to the disclosure statement are OVERRULED. A hearing by video via ZOOM will be held on March 17, 2021, at 2:00 p.m. in Courtroom A, Sixth Floor, of the United States Bankruptcy Court, 400 West Washington Street, Orlando, Florida, to conduct a confirmation hearing, including hearing objections to confirmation, 11 U.S.C. Sec. 1129(b) motions, applications of professionals for compensation, and applications for allowance of administrative claims. Creditors and other parties in interest are required to submit written acceptances or rejections of the Plan (ballots) no later than seven days before the date of the Confirmation Hearing. Any party objecting to the confirmation of the Amended Plan must file its objection no later than seven days before the date of the Confirmation Hearing. As reported in the TCR, the Debtor has proposed a Plan that provides for the orderly sale and liquidation of the Debtor's assets, including the Debtor's primary asset, the 400-room Crowne Plaza Hotel located on Universal Boulevard in Orlando, Florida, in a manner designed to maximize recoveries to all stakeholders. Holders of Allowed General Unsecured Claims in Class 3 will receive payment in full, with interest, of the Allowed Amount of each respective Holder's Claim. The anticipated sale price of the Hotel, and the anticipated recoveries from the payment of the Notes and distributions on account of the UTB Interests upon the occurrence of the UTB Sale, will generate cash sufficient to pay all Allowed Claims in full, with significant funds remaining for distributions to the Holders of Class 4 Interests. A full-text copy of the Disclosure Statement dated October 30, 2020, is available at https://tinyurl.com/y5hba5w8 from PacerMonitor at no charge. About Universal Towers Construction Universal Towers Construction, Inc., owns the 400-room Crowne Plaza Hotel located at 7800 Universal Blvd., Orlando, Fla. Universal Towers Construction filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03799) on July 3, 2020. Lis R. Oliveira-Sommerville, president of Universal Towers, signed the petition. At the time of the filing, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. Eric S. Golden, Esq., at Burr & Forman LLP, serves as the Debtor's legal counsel. WARDMAN HOTEL: Gets Interim Court Approval for Chapter 11 Loan -------------------------------------------------------------- Vince Sullivan of Law360 reports that Wardman Hotel Owner, L.L.C., the bankrupt owner of a Washington, D.C., hotel, Marriott Wardman Park hotel, received interim approval for its Chapter 11 loan on Jan. 13, 2021, from the Delaware bankruptcy court. Law360 notes that the case is primed for an existential challenge by Marriott Hotel Services Management, which operated the facility prior to a COVID-19-related shutdown last 2020. During a virtual first-day hearing, Wardman Park Hotel attorney Maxim B. Litvak of Pachulski Stang Ziehl & Jones LLP said the Debtor was in critical need of the $8 million in debtor-in-possession financing as the 1,000-room hotel still required maintenance services and staffing despite being shuttered in early 2020. With only $60,000 in cash on hand, Wardman would not be able to cover the maintenance costs and risked harming the value of its only asset if the hotel were to fall into disrepair. "The debtor does need these funds urgently in order to maintain the hotel property," Mr. Litvak told the court. "I do a lot of DIP loans. This is probably one of the most attractive DIP loans I've seen in a long while." Asking for access to $3 million on an interim basis, Mr. Litvak said the facility is being provided by prepetition lender Pacific Life Insurance Company -- already owed $130 million by the debtor -- at a 5% interest rate. The DIP is also being extended on a junior basis to the prepetition debt, he said. Despite these favorable terms, the loan drew an objection from Marriott Hotel Services, which had its hotel management agreement terminated by the debtor just minutes ahead of the Chapter 11 filing. Marriott attorney Ori Katz of Sheppard Mullin said his client intends to seek the conversion of the case to a Chapter 7 or have it dismissed outright because they believe it was filed in bad faith. "We don't have a melting ice cube. It's more like a concrete block," Mr. Katz argued. "The property has already been shut down. No liquidation analysis was done to see if a Chapter 7 was more appropriate." After some changes were made to the interim DIP order, U.S. Bankruptcy Judge John T. Dorsey approved it, saying that many of Marriott's arguments would be dealt with when the court considers Wardman's motion to reject the hotel management agreement and Marriott's forthcoming motion to dismiss or convert. Wardman Hotel filed for Chapter 11 in the third week of January 2021, citing ongoing losses resulting from COVID-19 shutdowns and a series of losing battles among Marriott and the hotel's equity owners. In a first-day declaration, Wardman's independent manager said the hotel was permanently closed in December after a judge in Maryland's Montgomery County Circuit Court issued an injunction directing Wardman to meet Marriott capital calls that could climb to $90 million over the next two years. The ruling came despite pandemic-related losses of as much as $1.5 million per month. The hotel, which has had multiple owners over the past century, had been operated by Marriott since 1998 and has seen revenues decline steeply in recent years. Between 2010 and 2018, operating income fell 80%, from $24.77 million to $5.02 million. Prior to its closing, the Wardman offered 195,000 square feet of event space and 95,000 square feet of exhibit space. Although much of the original hotel has been replaced, an eight-story, 350-room annex built in 1928 still remains and is listed on the National Register of Historic Places. Thayer Lodging Group sold the site to JBG Smith and CIM Group for $300 million in 2005, with part of the hotel grounds redeveloped in 2014 for apartments and condominiums. Pacific Life acquired a controlling interest in 2018 and more recently acquired the remaining interest following a Delaware Chancery Court suit last year to dissolve the hotel business after a deadlock among owners blocked investment in improvements to the hotel. Wardman Hotel Owners LLC is represented by Laura Davis Jones, Maxim B. Litvak, David M. Bertenthal and Timothy P. Cairns of Pachulski Stang Ziehl & Jones LLP. Marriott is represented by Curtis S. Miller of Morris Nichols Arsht & Tunnell LLP, Ori Katz, Michael T. Driscoll and Jennifer L. Nassiri of Sheppard Mullin Richter & Hampton LLP, and Lindsay Harrison, Alex S. Trepp and Paul Rietema of Jenner & Block LLP. 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. WEINSTEIN CO: Buyer Owes Pre-Ch. 11 Profits, 3rd Circuit Told ------------------------------------------------------------- Law360 reports that the producer of "Silver Linings Playbook" told the Third Circuit that the buyer of Harvey Weinstein's film and television assets owes him profits made before the disgraced movie distributor's Chapter 11 petition, arguing that a lower court wrongly found the buyer was free and clear of the obligation. During an oral argument before a three-judge panel, an attorney for producer Bruce Cohen and his production company said that a reading of Cohen's film profit participation rights agreement shows that the obligations of the parties in the agreement are material. Cohen claims Spyglass Media Group LLC owes him $400,000 for profits. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The official committee of unsecured creditors retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. WHITE STALLION: Lenders Object to Cash for Chapter 11 Fees ---------------------------------------------------------- Law360 reports that the lenders providing postpetition financing to Indiana coal producer White Stallion Energy LLC objected Wednesday, Jan. 13, 2021, to the Debtor's motion to establish procedures for the payment of its professionals' fees and expenses, telling a Delaware judge that there is no money available at the moment for those payments. In its limited objection, Riverstone Credit Management LLC said that there is a carve-out for fees included in its $12.6 million debtor-in-possession budget but that any other expenses incurred by the debtor or by the official committee of unsecured creditors cannot be paid using the lenders' collateral. About White Stallion White Stallion Energy, LLC, was founded in February 2010 for the purpose of developing and operating surface mining complexes in Indiana and Illinois and subsequently grew through a series of strategic acquisitions. It operates six high-quality, low-cost thermal surface mines in Indiana and Illinois with approximately 200 million tons of demonstrated reserves. On Dec. 2, 2020, White Stallion Energy and 18 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-13037) on Dec. 2, 2020. White Stallion and its affiliates reported between $100 million and $500 million in assets and liabilities. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Paul Hastings LLP as bankruptcy counsel, Young Conaway Stargatt & Taylor, LLP as local counsel, and FTI Consulting, Inc. as financial advisor. Prime Clerk LLC is the claims agent and administrative advisor. The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Debtors' cases. The committee tapped Cooley LLP as its bankruptcy counsel, Robinson & Cole LLP as Delaware counsel, and Province LLC as financial advisor. WHITING PETROLEUM: Announces 2021 Capital, Production Guidance -------------------------------------------------------------- Whiting Petroleum Corporation on Jan. 5, 2021, announced its 2021 capital, operating costs and production guidance, reflecting an operating plan focused on delivering sustainable free cash flow. 2021 Guidance Highlights * Forecasted annual oil production of 50 MBO per day, 85 MBOE per day at the mid-point * Estimated capital expenditures of $240 million * Plan to drill 37 gross (24.0 net) operated wells; turn-in-line 56 gross (36.8 net) operated wells, including 39 gross (23.6 net) operated drilled uncompleted wells carried over from 2020. Commenting on the operational plan, Lynn A. Peterson, President and CEO of Whiting, said "We believe Whiting is well positioned financially and operationally as we enter 2021. We exited 2020 with $360 million of revolver debt, providing $390 million of liquidity. With this 2021 capital program we anticipate holding production flat on an annual average, as compared to our 2020 exit levels. We have protected our capital program by hedging the prices of approximately 60% of our expected crude oil volumes. With additional contractual arrangements, we’ve taken steps to further mitigate the potential for wider differentials in the Williston Basin while ensuring flow of our crude oil production. We expect 2021 wellhead deducts for oil to be similar compared to what we realized in the second half of 2020 with potential variability resulting from possible transportation disruptions. The 2021 program is designed to generate significant free cash flow, which will be used to pay down revolver debt and provide liquidity to look for opportunities." Commenting on Whiting’s anticipated pay-for-performance framework, Mr. Peterson added "we continue to make changes to our compensation structure with the goal of aligning our executive pay with shareholder interests. Our variable compensation will be heavily performance weighted and equity will comprise a larger part of the total compensation package." Outlook for Full-Year 2021 The following table provides guidance for the full-year 2021 based on current forecasts. Full-Year Guidance 2021 Production (MBOE per day) 82 - 88 Oil production (MBO per day) 48 - 52 Capital expenditures (MM) $228 - $252 Lease operating expense (MM) $220 - $245 General and administrative cash expense (MM) $48 - $52 About Whiting Petroleum Corporation Whiting Petroleum Corporation, a Delaware corporation (NYSE: WLL) -- http://www.whiting.com/-- is an independent oil and gas company that explores for, develops, acquires and produces crude oil, natural gas and natural gas liquids primarily in the Rocky Mountain region of the United States. Its largest projects are in the Bakken and Three Forks plays in North Dakota and Niobrara play in northeast Colorado. Whiting Petroleum trades publicly under the symbol WLL on the New York Stock Exchange. Whiting Petroleum and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32021) on April 1, 2020. At the time of the filing, the Debtors disclosed $7,636,721,000 in assets and $3,611,750,000 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Jackson Walker L.L.P. as legal counsel; Moelis & Company as investment banker; Alvarez & Marsal as financial advisor; Stretto as claims and solicitation agent, and administrative advisor; and KPMG LLP US as tax consultant. * * * Whiting Petroleum emerged from Chapter 11 bankruptcy in September 2020. In accordance with the Plan, approximately $2.4 billion in senior unsecured notes were equitized. The restructuring resulted in a reduction of approximately $3.0 billion of debt. WMG ACQUISITION: S&P Rates New $820MM Senior Secured Term Loan 'BB' ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to WMG Acquisition Corp.'s proposed $820 million senior secured term loan due 2028. The '3' recovery rating indicated its expectation for meaningful (50%-70%; rounded estimate: 60%) recovery of principal in the event of a payment default. The company will use the net proceeds from the loan to refinance its existing senior secured term loan due 2023 ($820 million outstanding). S&P expects the transaction to extend the company's maturity without materially affecting its leverage or interest burden. S&P continues to expect WMG's adjusted leverage to decline to the mid- to low-4x area while its discretionary cash flow (DCF) to debt remains above 10% on a sustained basis over the next 12 months. S&P's 'BB' issuer credit rating and stable outlook also reflect WMG's growth trajectory, which largely mirrors the music industry's continued growth momentum supported by the proliferation of streaming services globally. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors: -- Physical sales decline significantly due to economic and structural pressures coupled with lower digital music sales. -- Weaker-than-expected adoption of emerging subscription-based and ad-supported services. -- Greater competition in signing new artists. -- Weak album-release schedule further stresses the company's cash flow in addition to ongoing piracy. -- S&P's default scenario assumes that WMG would reorganize given its diverse catalog of recorded music and copyrights to a large music library. -- S&P valued the enterprise using an EBITDA multiple of 6.5x and a run-rate EBITDA decline of approximately 45% from the default year of 2025. Simulated default assumptions: -- Simulated year of default: 2026 -- EBITDA at emergence: About $345 million -- EBITDA multiple: 6.5x -- 85% of the revolver is drawn at default Simplified waterfall: -- Net enterprise value (after 5% administrative costs): About $2.1 billion -- Collateral value available to secured creditors: About $1.79 billion -- Secured first-lien debt: About $3.3 billion --Recovery expectations: 50%-70% (rounded estimate: 60%) -- Senior unsecured notes: $330 million -- Other pari passu unsecured claims: $1.5 billion --Recovery expectations: 10%-30% (rounded estimate: 15%) Note: All debt amounts include six months of prepetition interest. WP CITYMD: S&P Rates New $891MM First-Lien Term Loan 'B-' --------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '3' recovery rating to WP CityMD Bidco LLC's proposed $891 million five-and-a-half-year first-lien term loan due August 2026. The company intends to use the proceeds from this loan to refinance its existing 4.5% first-lien term loan due 2026. CityMD also intends to increase its revolving credit facility's commitment up to $200 million from $150 million. The '3' recovery rating, the same as S&P's recovery rating on the company's existing senior secured debt, indicates its expectation for meaningful (50%-70%; rounded estimate: 55%) recovery in the event of a payment default. S&P said, "All of our other ratings on CityMD, including our 'B-' issuer credit rating, remain unchanged. The stable outlook reflects our expectation the company will remain highly leveraged and that its revenue and EBITDA growth will be consistent with our expectations for mid-teens percent growth and modest discretionary cash flow generation over the next 12 months as it navigates the effects of the coronavirus pandemic. Specifically, we expect CityMD to benefit from the increase in COVID-related testing at its urgent care centers and the improving volumes at its multi-specialty facilities." WPX ENERGY: Egan-Jones Withdraws B- Senior Unsecured Ratings ------------------------------------------------------------ Egan-Jones Ratings Company, on January 8, 2021, withdrew its 'B-' foreign currency and local currency senior unsecured ratings on debt issued by WPX Energy Incorporated. Headquartered in Tulsa, Oklahoma, WPX Energy Inc. is an independent energy producer with core acreage positions in the Permian and Williston basins. YOGAWORKS INC: Force 10 Led Successful Sale to GoDigital Media -------------------------------------------------------------- Marking the culmination of a highly disciplined and wide-reaching process to secure a stalking horse and best bid, Force 10 Partners led the successful sale of YogaWorks, Inc. to GoDigital Media Group, LLC. At the 12-hour, 4-bidder auction on December 7, 2020, GoDigital's winning bid netted $9.6 million of cash and royalties on YogaWorks' future revenue. The successful Section 363 sale was part of a robust restructuring overseen by Force 10 co-founder Adam Meislik after YogaWorks' voluntary bankruptcy filing on October 14, 2020. To maximize value for YogaWorks, the California-based advisory firm tapped its vast network of potential bidders, generating more than 55 expressions of interest. Keeping the yoga company ongoing, online, and stable during this process was a priority, making the reorganization an "inflight business transformation," according to Meislik. Force 10 applied its customary deep-dive, high-impact approach, which included advice on day-to-day operations, cash management, and executive decision making. "While COVID-19 has stressed revenue across the fitness sector, YogaWorks' clients are uniquely committed to their practice and the brand. Force 10 immediately understood that the restructuring was about more than money — it was about preserving a cornerstone of people's wellbeing," said Meislik. "We are proud to have helped YogaWorks' mission and set them on solid footing for the future." YogaWorks became a subsidiary of GoDigital Media Group on January 1, 2021. "It has been a complicated journey for the Company and I am grateful to have navigated the Chapter 11 process with Force 10," said Brian Cooper, CEO of YogaWorks at the time of the sale. "They applied their experience to procure a quality stalking horse structure and debtor-in-possession loan that has secured the future of YogaWorks." About Force Ten Partners Force Ten Partners, LLC, is an advisory firm with deep domain knowledge in financial and operational corporate restructuring, valuation, forensic accounting, and complex litigation support. Force 10 serves middle-market companies as well as their creditors, stakeholders, and professionals by providing turnaround-management services (CRO), financial advisory services, expert witness support, and investment banking and M&A advisory services. About YogaWorks Inc. YogaWorks, Inc., is a provider of progressive and quality yoga that promotes total physical and emotional well-being. It caters to students of all levels and ages with both traditional and innovative programming. YogaWorks is also an international teaching school, cultivating the richest yoga talent from around the globe and setting the gold standard for teaching. On the Web: http://www.yogaworks.com/ YogaWorks, Inc., and Yoga Works, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12599) on Oct. 14, 2020. In the petition signed by CEO Brian Cooper, YogaWorks was estimated to have $1 million to $10 million in assets and $10 million to $50 million in liabilities. The Debtors tapped Shulman Bastian Friedman & Bui LLP as restructuring counsel, Cozen O'Connor as Delaware restructuring counsel, and Force Ten Partners, LLC as financial advisor. BMC Group, Inc., is the claims agent. On Oct. 27, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in these chapter 11 cases. The committee tapped Kilpatrick Townsend & Stockton LLP and Morris James LLP as its legal counsel and Dundon Advisers LLC as its financial advisor. YOUNG MEN'S: Seeks to Hire Globic Advisors as Balloting Agent ------------------------------------------------------------- The Young Men's Christian Association of Topeka, Kansas seeks approval from the U.S. Bankruptcy Court for the District of Kansas to hire Globic Advisors to serve as its balloting agent to properly solicit holders of the Economic Development Refunding Bonds Series 2011A. Service Globic will render are: -- provide assistance in developing the mechanical aspects of the balloting strategy; -- provide assistance in crafting the language to be used in communicating the solicitation to bondholders, working closely with you and the working group and focusing on the mechanical aspects of the documents, which will include the drafting of ancillary documents such as the ballots (master and beneficial holder); -- transmit the solicitation to the Depository Trust Company, its Participant Banks, and bondholders; -- coordinate printing with financial printers or copy shops (as appropriate); -- provide a help-line to handle questions from holders, Custodians, Clearing Systems, Brokers, and any other Intermediaries; -- disseminate any notices during the balloting period including but not limited to possible extension and/or publication of results; -- monitor the responses of each broker and bank holding bonds on behalf of their customers; coordinate with "back-offices" of other brokerage and banking companies whose customers hold the securities; and -- tabulate the ballots and present a final tabulation certificate (with all supporting data). The individual at Globic responsible for this engagement is Robert Stevens, President of the firm. The estimated fee for Globic is $4,000. Globic does not represent or hold any interest adverse to the Debtor, its estate or creditors in the matter upon which the Firm is engaged, and is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court filings. The firm can be reached through: Robert Stevens Globic Advisors 485 Madison Avenue, 7th Floor New York, NY 10022 Tel: 212-227-9699 Fax: 212-271-3252 Email: rstevens@globic.com About Young Men's Christian Association The Young Men's Christian Association of Topeka, Kansas -- https://www.ymcatopeka.org/ -- is a tax-exempt organization that is focused on youth development, healthy living and social responsibility. For more information, visit https://www.ymcatopeka.org/. Young Men's Christian Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-20786) on May 21, 2020. At the time of the filing, the Debtor disclosed $4,850,289 in assets and $5,490,339 in liabilities. Judge Dale L. Somers oversees the case. The Debtor is represented by Hinkle Law Firm, LLC. ZELIS HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Zelis Holdings L.P. to stable from negative. At the same time, S&P affirmed its 'B' long-term issuer credit rating on Zelis and its 'B' debt rating on the company's first-lien credit facility. The '3' recovery rating--indicating S&P's expectation for meaningful (50%) recovery of principal in the event of a default--on the company's senior secured facility consisting of a $150 million revolver due 2024 and $1.5 billion term loan due 2026 remains unchanged. S&P said, "The revised outlook reflects our expectation that Zelis' leverage will decrease to the low-6.0x area in 2020 and to 5.0x-5.5x in 2021. In 2021, we expect that improved revenue growth of 15%-20% because of higher health care claims volumes (from which Zelis can generate revenue) as well as EBITDA margins between 35%-37% (net margins of 39%-41%), will drive this leverage reduction." "At the start of the pandemic, because all elective medical and dental procedures were canceled or postponed, we expected a meaningful contraction in revenues and EBITDA in 2020, with leverage potentially exceeding our downside trigger of 7.0x." Although second-quarter claims volumes saw their largest decline with a 30% drop in May, the company saw early signs of recovery in June 2020 and this continued through the third quarter." Even in the fourth quarter 2020, as claims volumes have not quite returned to pre-COVID-19 levels, year-to-date performance has exceeded expectations. S&P said, "We believe the company's highly recurring revenue base, strong client retention, and cross-selling opportunities due to the RedCard merger (closed in October 2019) is likely to result in total pro forma revenue growth of 5%-10% (30%-35% on an accrued basis). As an additional benefit, although we initially expected new business sales to decline given the lack of in-person meetings and conferences, the company was able to successfully secure contracts in line with historical levels." The new business pipeline provides for near-term performance realization and is a driver of the company's 2021 profitability expectations." Zelis' highly leveraged financial risk profile reflects its financial-sponsor ownership and weak credit-protection measures. As of the last 12 months ended Sept. 30, 2020, leverage was 6.4x with EBITDA interest coverage above 2.0x. S&P said, "We anticipate leverage to further decline to the low-6.0x area through year-end 2020 as the pace of recovery is stabilizing for Zelis' business. We anticipate this stabilization to continue in early 2021 with an acceleration of growth in the second quarter and through the remainder of 2021. As the COVID-19 vaccine is released to the general public through the year, we expect claims volumes to return to pre-COVID-19 levels and pent-up demand from 2020 deferred claims is also likely to support growth." Zelis is a health care technology company and market-leading provider of integrated health care-claims cost management, payments optimization, and communications solutions to price, pay, and explain health care claims. Its weak business profile reflects the company's small size and scale, narrow product focus, and inherent industry-level risk. Zelis is a small but growing player in the highly fragmented medical cost-containment and payment-solutions market, generating revenues of about $652.7 million as of the twelve months ended Sept. 30, 2020, with EBITDA margins of 35.2%. Together with RedCard, S&P believes Zelis' strengths lie in its combined technology and end-to-end solutions with the ability to price, pay, and explain health care claims, though it continues to view its business model as prone to insourcing risk. S&P assesses Zelis' liquidity as adequate based on its expectation that sources will exceed uses of cash by at least 1.2x during the next 12 months, and that net sources would be positive even with a 15% decline in EBITDA. The stable outlook reflects S&P Global Ratings' expectation that despite the economic downturn, Zelis' differentiated end-to-end cost-containment and payment-solutions business model will continue to support positive operating performance over the next 12 months, with pro forma total revenue growth of 5%-10% in 2020 (accrued revenue growth of 30%-35%) and 15%-20% in 2021 driven by a highly recurring revenue base, increased cross-selling opportunities, and a highly visible contracted revenue backlog, with pent-up demand driving enhanced growth in 2021. S&P said, "Additionally, we forecast EBITDA margins between 35% and 37% (net margins of 39%-41%). We believe this will result in adjusted leverage in the low-6.0x area in 2020 with further opportunity for deleveraging to 5.0x-5.5x by year-end 2021. We expect EBITDA interest coverage to remain above 2x over this period." "We would consider lowering the rating during the next 12 months if the company experiences business deterioration driven by an extended decline in claims volume in 2021 or if the company raises additional debt, resulting in pressure on profitability such that adjusted leverage is above 7x or EBITDA interest coverage falls below 2x. This could also result from the unexpected loss of multiple key clients and client insourcing risk." "Although unlikely, we could raise the rating in the next 12 months if earnings growth and debt repayment were to improve adjusted financial leverage and EBITDA coverage to a more conservative level, including financial leverage sustained below 5x and EBITDA coverage above 3x, combined with sound business fundamentals." [*] John Mills Joins Jones Walker's Litigation Practice Group ------------------------------------------------------------- Jones Walker LLP on Jan. 5, 2021, disclosed that John Mills joined the firm as a partner in the Litigation Practice Group in the Atlanta office. Mr. Mills represents clients in a wide range of matters, with an emphasis on corporate workouts and restructuring. His legal practice focuses on business disputes, the sale and acquisition of distressed assets, corporate bankruptcy, and debtor and creditor rights litigation. He regularly advises secured and unsecured creditors, debtors, and other parties on issues such as corporate reorganization, debtor-in-possession financing, and the sale and acquisition of distressed assets. With 30 years of experience in the legal field, Mr. Mills is an active leader in and member of several legal and industry organizations, and has previously served as chair of the Bankruptcy Section of the Atlanta Bar Association. He is also an author on numerous topics related to bankruptcy litigation and appeals, such as employment and compensation of professionals in bankruptcy matters, venue issues, committee representation, franchisor/franchisee issues, tax compliance, and the impact of Ponzi schemes in bankruptcy cases, and he has created and presented seminars and lawyer training sessions on bankruptcy matters. "We are proud to have John join our Atlanta office. His extensive legal experience and leadership will be an asset to Jones Walker and our clients," said Bill Hines, Managing Partner of Jones Walker. Mr. Mills has provided pro bono legal counsel and worked toward the development of programs that serve individuals and organizations that may otherwise be unable to afford legal representation. In recognition of this work, John has received awards from the Los Angeles Free Clinic, the Atlanta Bar Association, and the Pro Bono Partnership of Atlanta. Mr. Mills earned his JD from Emory University Law School and served as editor-in-chief of the Emory Bankruptcy Developments Journal while in law school. He is admitted to practice in California, Georgia, and New York. About Jones Walker Jones Walker LLP -- http://www.joneswalker.com/-- is among the largest 120 law firms in the United States. With offices in Alabama, Arizona, the District of Columbia, Florida, Georgia, Louisiana, Mississippi, New York, and Texas, we serve local, regional, national, and international business interests. The firm is committed to providing a comprehensive range of legal services to major multinational, public and private corporations, Fortune(R) 500 companies, money center banks, worldwide insurers, and emerging companies doing business in the United States and abroad. [*] McKool Smith Litigation Co-Chair Gayle Klein Joins Schulte Roth ------------------------------------------------------------------- Schulte Roth & Zabel (SRZ), a leading law firm serving the financial services industry, has added Gayle R. Klein as partner and co-chair of its Litigation Group. Ms. Klein is resident in the firm's New York office. She joins the firm from McKool Smith, where she was co-chair of the financial litigation group and a member of its management committee. Ms. Klein represents both plaintiffs and defendants in high-stakes litigation. Over the past decade, she has both recovered in excess of $1 billion for her clients, as well as won defense decisions and achieved settlements vindicating her clients' business decisions. Ms. Klein has extensive experience representing hedge funds, private equity firms, and public and private companies in the areas of antitrust, commercial and securities litigation. Her string of victories includes disputes over complex financial transactions, breaches of fiduciary duty, theft of trade secrets and violations of non-competition agreements. She also has significant experience defending putative consumer protection class actions. Ms. Klein is one of a handful of women in New York leading bet-the-company cases, for which her peers have called her a "zealous advocate" and "an effective trial lawyer." "Gayle is an outstanding litigator nationally recognized for her market-leading practice and we are thrilled to welcome her to SRZ," said David Efron, SRZ co-managing partner and co-head of the Investment Management Group. "Gayle's significant experience advising on financial services litigation will add great value to our clients and further strengthen our deep litigation bench," commented Marc Elovitz, SRZ co-managing partner and chair of the Investment Management Regulatory & Compliance Group. "Gayle will be a tremendous addition to our team and we are delighted to have her join us as partner and co-chair," said Michael Swartz, SRZ partner and co-chair of the Litigation Group. "We feel extremely fortunate to partner with Gayle and look forward to working with her while adding further depth to our offerings," said Peter White, SRZ partner and co-chair of the Litigation Group. "SRZ's market-leading platform in the private investment fund space is a perfect fit for my clients and practice and allows me to offer them full services and deep substantive knowledge," said Ms. Klein, who holds a J.D., with honors, from the University of Texas School of Law and a B.S. in Advertising, with high honors and special honors, from the University of Texas, from which she graduated first in her class. SRZ's Litigation Group works with a wide range of local, national and international clients, including securities firms, banks, insurance companies, public and private corporations and their officers and directors; investment managers and private investment funds (hedge funds, funds of funds and private equity funds); prime, clearing, introducing and interdealer brokerage firms; accountants, auditors and fund administrators; and real estate developers, educational institutions, estate trustees, public interest organizations, partnerships and individuals. The team features both leading lawyers focused on general litigation and others in highly specialized areas, including antitrust; private securities litigation, including class actions and derivative suits; shareholder activism, proxy contest and mergers and acquisitions matters; bankruptcy, reorganization and creditors' rights disputes; labor and employment litigation; intellectual property actions; real estate; trusts & estates and family law disputes; SEC and FINRA investigations and enforcement actions; federal and state criminal investigations and prosecutions (anti-money laundering, OFAC and FCPA matters); and white collar criminal defense. Among our litigators are numerous former Assistant U.S. Attorneys, state prosecutors and senior members of the Enforcement Division of the SEC. About Schulte Roth & Zabel Schulte Roth & Zabel LLP -- http://www.srz.com-- is a full-service law firm with offices in New York, Washington, DC and London. As one of the leading law firms serving the financial services industry, the firm regularly advises clients on corporate and transactional matters and provides counsel on regulatory, compliance, enforcement and investigative issues. The firm's practices include: antitrust; bank regulatory; bankruptcy & creditors' rights litigation; blockchain technology & digital assets; broker-dealer regulatory & enforcement; business reorganization; complex commercial litigation; cybersecurity & data privacy; distressed debt & claims trading; distressed investing; education law; employment & employee benefits; energy; environmental; finance & derivatives; financial institutions; hedge funds; individual client services; insurance; intellectual property, sourcing & technology; investment management; litigation; litigation finance; mergers & acquisitions; PIPEs; private equity; real estate; real estate capital markets & REITs; real estate litigation; regulated funds; regulatory & compliance; securities & capital markets; securities enforcement; securities litigation; securitization; shareholder activism; tax; and white collar defense & government investigations. [*] Seward & Kissel Promotes Three Lawyers to Counsel ----------------------------------------------------- Seward & Kissel LLP on Jan. 4, 2021, announced the promotion of Danielle Lemberg, Sagar Patel, and Bryan Swiss to counsel. The promotions were made effective January 1, 2021. "Danielle, Sagar, and Bryan represent the finest qualities of Seward & Kissel itself: our excellence, our tireless work on behalf of our clients, and our leading practices across a range of different disciplines," said Seward & Kissel managing partner Jim Cofer. "We are proud of the growth that all of these lawyers have shown over their careers at the Firm." Ms. Lemberg is a member of the Firm's Business Transactions Group. She represents private equity and other investment management firms, private companies, and other clients in a range of business transactions, including mergers and acquisitions, private equity transactions, joint ventures, venture capital transactions, and seed transactions. In the last year, Ms. Lemberg has contributed significantly to numerous M&A transactions, including the acquisition of the digital therapeutics company Amblyotech, Inc. by Novartis, the acquisition of Karpus Management, Inc. by City of London Investment Group PLC, and strategic investments in a variety of investment managers by Kudu Investment Management, LLC. She is also the co-founder of the Seward & Kissel Women's Initiative. Lemberg received a B.A., summa cum laude, from the William E. Macaulay Honors College at Baruch College and her J.D. from the University of Pennsylvania Law School. Mr. Patel is a member of the Firm's Global Finance and Restructuring Group. He has extensive experience representing corporate trustees, administrative agents, collateral agents, and other clients in a variety of financing and restructuring transactions, including collateralized loan obligations and various asset-backed transactions. His practice covers asset classes as diverse as marketplace loans, consumer and small business loans, rental car receivables, residential and commercial mortgages, and cell tower receivables. He also has significant experience in secured and unsecured transactions with complex intercreditor structures and multinational collateral packages. He advises clients on bankruptcy and restructuring matters, including the negotiation of bridge, exit, and debtor-in-possession lending facilities, and has substantial experience advising trustees in the liquidation of collateral in debt facilities in connection with default scenarios, investor-directed actions, and the exercise of remedies. Patel received a B.A. from Rutgers University and his J.D. from Fordham University School of Law. Mr. Swiss is a member of the Firm's Real Estate Group. He has broad experience representing institutional investors and individuals in sophisticated commercial real estate transactions. His work has included acquisitions, financings, work-outs, development deals, and joint ventures involving single and mixed-use real estate. Like Mr. Patel, Mr. Swiss has spent his entire career in private practice at Seward & Kissel. He received a B.S. from Brigham Young University and his J.D. from New York University School of Law. About Seward & Kissel LLP Seward & Kissel LLP, founded in 1890, is a leading U.S. law firm with offices in New York City and Washington, D.C., with particular expertise in the financial services, investment management, banking, and shipping industries. The Firm is well known for its representation of investment advisers and related investment funds, broker-dealers, major commercial banks, institutional investors, and transportation companies (particularly in the shipping area). Its practices primarily focus on corporate, M&A, securities, litigation (including white collar), restructuring/bankruptcy, real estate, regulatory, tax, employment, and ERISA for clients seeking legal expertise in these areas. [*] SierraConstellation, Tonkon Bag M&A Deal of the Year Award -------------------------------------------------------------- SierraConstellation Partners (SCP), a national interim management and advisory firm to middle-market companies in transition, and Tonkon Torp LLP, a leading business and litigation law firm, announced Jan. 12, 2021, that they have been honored as the winners of the M&A Deal of the Year ($100MM-$250MM) for their work with NORPAC Foods, Inc. by The M&A Advisor, the world's premier leadership organization for M&A, restructuring and corporate finance professionals. The M&A Deal of the Year recognizes the standout deals and professionals within the M&A industry. SCP and Tonkon Torp were recognized in the $100MM-$250MM category for their work advising NORPAC Foods, Inc., a farmer-owned processor of frozen and canned vegetables and fruit based in Salem, Oregon. The asset sales were consummated via section 363 of the US Bankruptcy code. "While every restructuring situation brings its own unique challenges, the team at SCP remained committed to the project and ultimately was able to deliver the best possible result for NORPAC and its various constituents," said Winston Mar, Partner and Senior Managing Director at SCP, who led the NORPAC team. "It is an honor to have The M&A Advisor recognize our work on this project, and the outcome would not have been possible without our partners at Tonkon Torp, all of NORPAC's stakeholders including farmers and creditors, and the tireless efforts of our SCP team, including William White, Miles Staglik, Boris Zikratov, Isabella Montani, Jeffrey Meeds and Rob Shenfeld. This was a true team effort. It's always gratifying to produce such a positive result for our clients who are dealing with transformational business challenges." With the sales complete and the bankruptcy plan confirmed and effective as of November 30th, SCP and Tonkon Torp will continue to work together to reconcile all claims and conclude the bankruptcy plan, including making substantial distributions to unsecured creditors significantly above the amounts projected at the outset of the chapter 11 case. "We are proud to have achieved a great result for our client, its creditors, and the agricultural industry in the Pacific Northwest," said Mike Fletcher, Partner at Tonkon Torp. "I applaud my colleagues, including most notably my bankruptcy and restructuring team members Albert Kennedy, Tim Conway, Ava Schoen, and Danny Newman for providing diligent and responsive service during a very difficult transaction process for all involved. We are thrilled to have this deal recognized and in such esteemed company. Compared to some of our fellow award winners, Tonkon Torp may have a small footprint, but we have proven again that we have the bench strength, experience, and expertise to handle world-class transactions such as this for our clients. It was a pleasure working with SCP throughout this process; Winston and his team did excellent work all the way through structuring the transaction and adjusting to some difficult, unforeseen challenges along the way." The team will be honored at a virtual awards gala on Thursday, February 4th. About The M&A Advisor The M&A Advisor -- http://www.maadvisor.com/-- was founded in 1998 to offer insights and intelligence on M&A activities. Over the past 22 years, it has established the premier global network of M&A, Turnaround, and Finance professionals. Today, it has the privilege of presenting, recognizing the achievements of, and facilitating connections between the industry's top performers throughout the world with a comprehensive range of services. About SierraConstellation Partners, LLC SierraConstellation Partners (SCP) -- http://www.sierraconstellation.com/-- is a national interim management and advisory firm headquartered in Los Angeles with offices in Houston, Boston and New York and professionals in Dallas and Seattle. SCP serves middle-market companies and their partners and investors that are navigating their way through difficult business challenges. Its team's real-world experience, operational mindset and hands-on approach enable it to deliver effective operational improvements and financial solutions to help companies restore value, regain creditor confidence, and capitalize on opportunities. As former CEOs, COOs, CFOs, private equity investors and investment bankers, its team of senior professionals has decades of experience operating and advising companies. About Tonkon Torp LLP Tonkon Torp LLP -- http://www.tonkon.com/-- is headquartered in Portland, Oregon and is a leading business and litigation law firm serving public companies, substantial private enterprises, entrepreneurial businesses, and individuals throughout the Northwest. Tonkon Torp's bankruptcy and corporate reorganization practice is recognized nationally for its strategic and results-oriented approach. Its M&A team represents public and private companies as buyers, sellers, targets and other participants in acquisitions, divestitures, spin-offs, control and proxy contests, reorganizations and joint ventures. [^] BOOK REVIEW: The Rise and Fall of the Conglomerate Kings ------------------------------------------------------------ Author: Robert Sobel Publisher: Beard Books Softcover: 240 pages List Price: $34.95 Review by David Henderson Order your personal copy today at http://is.gd/1GZnJk The marvelous thing about capitalism is that you, too, can be a Master of the Universe. If you are of a certain age, you will recall that is the name commandeered by Wall Street bond traders in their Glory Days. Being one is a lot like surfing: you have to catch the crest of the wave just right or you get slammed into the drink, and even the ride never lasts forever. There are no Endless Summers in the market. This book is the behind-the-scenes story of the financial wizards and bare-knuckled businessmen who created the conglomerates, the glamorous multi-form companies that marked the high noon of post-World War II American capitalism. Covering the period from the end of the war to 1983, the author explains why and how the conglomerate movement originated, how it mushroomed, and what caused its startling and rapid decline. Business historian Robert Sobel chronicles the rise and fall of the first Masters of the Universe in the U.S. and describes how the era gave rise to a cadre of imaginative, bold, and often ruthless entrepreneurs who took advantage of a buoyant stock market to create giant enterprises, often through the exchange of overvalued paper for real assets. He covers the likes of Royal Little (Textron), Text Thornton (Litton Industries), James Ling (Ling-Temco-Vought), Charles Bludhorn (Gulf & Western) and Harold Geneen (ITT). This is a good read to put the recent boom and bust in a better perspective. While these men had vastly different personalities and processes, they had a few things in common: ambition, the ability to seize opportunities that others were too risk-averse to take, willing bankers, and the expansive markets of the 1960s. There is something about an expansive market that attracts and creates Masters of the Universe. The Greek called it hubris. The author tells a good joke to illustrate the successes and failures of the period. It seems the young son of a Conglomerateur brings home a stray mongrel dog. His father asks, "How much do you think it's worth?" To which the boy replies, "At least $30,000." The father gently tries to explain the market for mongrel dogs, but the boy is undeterred and the next afternoon proudly announces that he has sold the dog for $50,000. The father is proudly flabbergasted, "You mean you found some fool with that much money who paid you for that dog?" "Not exactly," the son replies, "I traded it for two $25,000 cats." While it lasted, the conglomerate struggles were a great slugfest to watch: the heads of giant corporations battling each other for control of other corporations, and all of it free from the rubric of "synergy." Nobody could pretend there was any synergy between U.S. Steel and Marathon Oil. This was raw capitalist power at work, not a bunch of fluffy dot.commies pretending to defy market gravity. History repeats itself, endlessly, because so few people study history. The stagflation of the 1970s devalued the stock of conglomerates and made it useless a currency to keep the schemes afloat. The wave crashed and waiting on the horizon for the next big wave: the LBO Masters of the 1980s. Robert Sobel was born in 1931 and died in 1999. He was a prolific chronicler of American business life, writing or editing more than 50 books and hundreds of articles and corporate profiles. He was a professor of business history at Hofstra University for 43 years and he a Ph.D. from NYU. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***