/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210118.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 18, 2021, Vol. 25, No. 17 Headlines 1 BIG RED: Case Summary & 9 Unsecured Creditors 27 PUTNAM AVE: Hires Rosenberg & Estis as Special Counsel 388 ROUTE 22: Court OKs Ch. 7 Trustee Fees 51 EAST 73RD: Trustee Hires Rosewood Realty as Real Estate Broker 511 GROUP: Seeks May 9 Extension of Exclusivity Period AAC HOLDING: Case Summary & 2 Unsecured Creditors AECOM: Moody's Completes Review, Retains Ba2 CFR AIRXCEL INC: Moody's Upgrades CFR to B3 & PDR to B3-PD ALL TEXAS ELECTRICAL: Hoover Slovacek Represents Two Suppliers ALLIED FINANCIAL: Plan Headed for March 10 Confirmation Hearing ALM LLC: Seeks to Hire Jimenez Vazquez as Accountant ALPHATEC HOLDINGS: Q4 U.S. Revenue Grows Over 38% AMERICAN ACHIEVEMENT: Involuntary Chapter 11 Case Summary ANDRES LOPEZ: 1609 Mermaid Offers $550K Cash for Brooklyn Property ARTERA SERVICES: Moody's Completes Review, Retains B3 CFR ARTISAN BUILDERS: TPMG Buying Phoenix Property for $1.55 Million ASHTON WOODS: S&P Upgrades ICR to 'B'; Outlook Positive B2B ENTERPRISE: Court Confirms Amended Plan BALLOON BOY: Seeks Approval to Hire Accountant BLUE STAR: Releases First GRI Standard Sustainability Report BROOKFIELD WEC: Moody's Completes Review, Retains B2 CFR CALIFORNIA RESOURCES: Moody's Rates New $600MM Unsec. Notes 'B2' CALIFORNIA RESOURCES: S&P Assigns 'B' ICR; Outlook Stable CAPITAL FARM: S&P Rates $200MM Preferred Stock 'BB' CAPITAL TRUCK: Asks Court to Extend Plan Exclusivity Until July 9 CBL & ASSOCIATES: Mall Execs Get 90-Day Stay on Stockholder Lawsuit CEC ENTERTAINMENT: S&P Rates $175MM 2nd-Lien Exit Term Loan 'CCC' CHECKERS HOLDINGS: Moody's Affirms Caa2 CFR, Outlook Stable CHESAPEAKE ENERGY: Davis, Vinson 4th Update on FILO Term Lenders CLEARPOINT NEURO: Expects Q4 Revenue of $3.7 Million CP ATLAS BUYER: Moody's Retains B3 CFR Amid $175MM Add-on Notes CP ATLAS: S&P Downgrades ICR to 'B-' on Debt-Financed Dividend CYTOSORBENTS CORP: Reports Preliminary Q4, Full Year 2020 Revenue DAVIDZON RADIO: Case Summary & 3 Unsecured Creditors DESTILERIA NACIONAL: Counters Miramar's Takeover Plan With Own Plan DIOCESE OF ROCKVILLE: Court Extends Claim Deadline of Abuse Victims DYCOM INDUSTRIES: Moody's Completes Review, Retains Ba2 CFR EBONY MEDIA: Creditor Critics $1.4M Offset in Ch. 11 Sale Price EBONY MEDIA: Seeks to Tap Doeren Mayhew as Tax Accountant EDWARDO Z. GARCIA: Children Buying Portillo Ranch for $1M Cash EQUESTRIAN EVENTS: Seeks to Hire Springer Larsen as Counsel EXSCIEN CORP: Asks for March 9 Extension of Plan Filing Deadline FERRELLGAS PARTNERS: Davis Polk, MNAT Represent Noteholders Group FERRELLGAS PARTNERS: Feb. 19 Hearing on Plan & Disclosures FERRELLGAS PARTNERS: Unsecured Creditors Unimpaired in Prepack Plan FINANCIAL GRAVITY: Incurs $792K Net Loss in Fiscal 2020 FIRST FLORIDA: March 1 Exclusivity Extension Granted FLUOR CORP: Moody's Completes Review, Retains Ba1 CFR FRANCESCA'S HOLDINGS: Stalking Horse Bidder for All Assets Named FRESH MARKET: S&P Upgrades ICR to 'B-' on Lower Refinancing Risks FRONTIER COMMUNICATIONS: FCC Approves Chapter 11 Restructuring GATEWAY RADIOLOGY: Wants April 21 Exclusivity Extension GNIRBES INC: Wins March 23 Plan Exclusivity Extension GREAT LAKES DREDGE: Moody's Completes Review, Retains B2 CFR GTT COMMUNICATIONS: S&P Affirms 'CCC' ICR; Outlook Negative HC2 HOLDINGS: Moody's Completes Review, Retains B3 CFR HENRY VALENCIA: Asset Sale Proceeds to Fund Plan Payments HENRY VALENCIA: Feb. 16 Plan & Disclosure Hearing Set HERTZ CORP: Wachtell, Faegre Update on MTN Steering Committee IEA ENERGY: Moody's Completes Review, Retains B3 CFR IMERYS TALC: To Add More $130M Talc Settlement Details INFRASTRUCTURE SOLUTION: Philly Class A Offers $206K for Equipment JADEX INC: Moody's Assigns B2 CFR & B2-PD PDR, Outlook Stable JANE STREET: New $300MM Upsize Loan No Impact on Moody's Ba2 CFR JANE STREET: S&P Rates Senior Secured Term Loan Add-On 'BB-' JOSEPH EPISCOPO III: Summit Property Sale Hearing Set for Jan. 26 KADMON HOLDINGS: Amends Employment Contracts with Top Execs LA DHILLON: Has Until Feb. 26 to File Plan & Disclosures LETTUCE DEVELOP: Hearing on Public Auction of Assets Set for Feb. 3 LIVEXLIVE MEDIA: Timothy Spengler Quits Board LSC COMMUNICATIONS: Asks March 5 Solicitation Exclusivity Extension MACQUARIE INFRASTRUCTURE: S&P Lowers ICR to 'B+' on Sale of IMTT MAGNOLIA LANE: Solicitation Period Moved Until Plan Hearing Ends MALLINCKRODT PLC: Cole, Akin Gump Update on Opioid Claimants MALLINCKRODT PLC: Plan Talks Stalled as Dispute Rages On MALLINCKRODT PLC: Troutman, Gibson 2nd Update on Term Lender Group MINDY HITCHCOCK: Court Finds Cause to Dismiss Ch. 11 Case MINERVA NEUROSCIENCES: Faces Ao Suit Over Drop in Share Price MOHEGAN TRIBAL: Moody's Rates New $1BB 2nd Lien Notes 'Caa1' MOHEGAN TRIBAL: S&P Places Ratings on CreditWatch Positive NATIONAL RIFLE ASSOCIATION: Files for Chapter 11 to Exit New York NATIONAL RIFLE: Case Summary & 20 Largest Unsecured Creditors NEPHROS INC: Anticipates $2.3 Million Revenue in Fourth Quarter NPC INT'L: Sale Hearing Stalls, Lawyers Talk Cure Cost of Pizza Hut OCM SYSTEM: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable OPTIMIZED LEASING: Fifth Third Says It's Owed $946K, Opposes Plan PATRICK INDUSTRIES: Moody's Upgrades CFR to B1 & PDR to B1-PD PEABODY ENERGY: Moody's Assigns Caa1 Rating to New Sr. Sec. Notes PETER S. ROSEN: $75K Sale of Interest in Tallahassee Land Approved PIKE CORP: Moody's Completes Review, Retains B2 CFR PLUS THERAPEUTICS: Inks Deal With Piramal to Produce Liposomal Drug PORTOFINO TOWERS: Seeks April 25 Plan Exclusivity Extension PROTON THERAPY: Aims to Complete Florida Facility in 2021 QUALTEK USA: Moody's Completes Review, Retains B3 CFR RAMON I. RODRIGUEZ: Hall Buying NAPA Heights Lot 1 for $3.3-Mil. REMINGTON OUTDOOR: Sets Sale Procedures for De Minimis Assets RENOVATE AMERICA: Auction of All Benji Business Assets on Feb. 26 ROCHESTER DRUG: U.S. Trustee Opposes Amended Plan & Disclosures ROCKWOOD SERVICE: Moody's Completes Review, Retains B2 CFR ROYAL COACHMAN: Hurst Buying Royal City Mobile Home Park for $2M SPEEDCAST INT'L: Strikes Deal With Centerbridge, Black Diamond SUMMIT MIDSTREAM: S&P Raises ICR to 'CCC+'; Outlook Negative TD HOLDINGS: Inks Deal to Sell $24.4 Million Worth of Common Shares TRC FARMS: Wants Solicitation Exclusivity Extended Until March 18 TUTOR PERINI: Moody's Completes Review, Retains B2 CFR VERTELLUS SPECIALTIES: August Mack Proceedings To Be Remanded VESTCOM PARENT: Moody's Affirms B3 CFR Following Special Dividend WATERS RETAIL: Court Confirms Liquidation Plan WAYNE P. BURICK: Keybank Retracts Bid to Vacate Property Sale Order WIREPATH LLC: Moody's Affirms B3 CFR & B3-PD PDR, Outlook Stable WOODFORD EXPRESS: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR YAK ACCESS: Moody's Completes Review, Retains B3 CFR YVONNE LLC: Case Summary & 2 Unsecured Creditors [*] Rachel Jaffe Joins Robinson+Cole's National Bankruptcy Team [^] BOND PRICING: For the Week from January 11 to 15, 2021 ********* 1 BIG RED: Case Summary & 9 Unsecured Creditors ----------------------------------------------- Debtor: 1 Big Red, LLC 440 E. 63rd St Kansas City, MO 64110 Business Description: 1 Big Red is engaged activities related to real estate. Chapter 11 Petition Date: January 15, 2021 Court: United States Bankruptcy Court District of Kansas Case No.: 21-20044 Judge: Hon. Robert D. Berger Debtor's Counsel: Colin Gotham, Esq. EVANS & MULLINIX, P.A. 7225 Renner Road, Suite 200 Shawnee, KS 66217 Tel: (913) 962-8700 Fax: (913) 962-8701 E-mail: cgotham@emlawkc.com Total Assets: $3,500,000 Estimated Liabilities: $3,094,099 The petition was signed by Sean Tarpenning, CEO. A copy of the petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Z5BIQMA/1_Big_Red_LLC__ksbke-21-20044__0001.0.pdf?mcid=tGE4TAMA 27 PUTNAM AVE: Hires Rosenberg & Estis as Special Counsel --------------------------------------------------------- 27 Putnam Ave LP, and its debtor-affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Rosenberg & Estis, P.C., as special counsel to the Debtors. 27 Putnam Ave requires Rosenberg & Estis to provide assist in the litigation and provide counseling in connection with rent regulatory status of certain adjacent apartment buildings owned by Debtors in the Clinton Hill neighborhood of Brooklyn, New York, known as 27- 29 Putnam Avenue, 423-427 Grand Avenue, 429-435 Grand Avenue and 88-100 Downing Street. Rosenberg & Estis will be paid based upon its normal and usual hourly billing rates. Rosenberg & Estis was retained for by both Debtors and DS-CREF3 Clinton Senior Note Byer LLC ("Mortgagee"). Rosenberg & Estis was paid a retainer in the amount of $25,000 by the Mortgagee. Rosenberg & Estis has outstanding claims against each of the Debtors in the amount of $55,303.98, which will be paid by the Mortgagee. Rosenberg & Estis is not waiving such claims. Rosenberg & Estis will also be reimbursed for reasonable out-of-pocket expenses incurred. Luise A. Barrack, partner of Rosenberg & Estis, P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtor and its estates. Rosenberg & Estis can be reached at: Luise A. Barrack, Esq. Rosenberg & Estis, P.C. 733 Third Avenue New York, NY 10017 Tel: (212) 867-6000 About 27 Putnam Ave LP 27 Putnam Ave LP and three affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-13412) on Oct. 25, 2019. The petitions were signed by David Schieble, Clinton Hill GP LLC, authorized signatory. At the time of the filing, each Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The cases are assigned to Judge Mary Kay Vyskocil. Mark A. Frankel, Esq., at Backenroth Frankel & Krinsky, LLP, is the Debtors' legal counsel. Rosenberg & Estis, P.C., is special counsel. 388 ROUTE 22: Court OKs Ch. 7 Trustee Fees ------------------------------------------ Judge Kathryn C. Ferguson of the United States Bankruptcy Court for the District of New Jersey granted Chapter 7 Trustee Bunce D. Atkinson's request for full statutory commission and expenses, as well The Kelley Firm P.C.'s request for compensation. The Court took into consideration the Chapter 7 trustee's request for a commission under Section 326(a)1, the Second Application for Compensation for trustee's attorney Atkinson & DeBartolo, P.C., and the First Application for Compensation for trustee's attorney The Kelly Firm, P.C. SB Building Associates Limited Partnership filed numerous objections to the Second Application for Compensation. Those objections were joined by Lawrence Berger, Esq. On October 16, 2020, SB Building filed a combined objection to all three fee applications, which also included an objection to fees previously awarded to Atkinson and DeBartolo on September 26, 2019. Judge Ferguson also granted the Trustee's request for a 3% trustee commission on funds ultimately disbursed to W.J. Casey Trucking & Rigging Co., Inc. The Order dismissing 388 Route 22 Readington Holdings, LLC's bankruptcy case required that the Trustee hold $70,000 in escrow for the unsecured creditor W.J. Casey Trucking & Rigging Co. The Chapter 7 Trustee sought an award of trustee fees in the amount of $116,737.45 together with costs of $49.85. The Trustee also sought a 3% commission of the disbursements made for the administrative expenses awarded to Atkinson & DeBartolo, P.C. and The Kelly Firm for attorneys fees and costs, and for the distribution to W.J. Casey Trucking & Rigging Co. Judge Ferguson denied the request for a 3% trustee commission on any funds distributed to the trustee's professionals. "Section 326 provides that a trustee is entitled to a commission 'upon all moneys disbursed or turned over in the case by the trustee to parties in interest....' 11 U.S.C. Section 326(a). W.J. Casey Trucking & Rigging Co. is an unsecured creditor of this estate and is indisputably a party in interest, thus, any distribution to it would fall within Section 326. The term 'party in interest' is not defined in the Code. The term is used in Section 1109, regarding the right to be heard in Chapter 11 cases, and the section lists numerous examples of parties in interest, but that list does not include an attorney representing a trustee. The Third Circuit has defined a 'party in interest' as one who 'has a sufficient stake in the proceeding so as to require representation.' The Third Circuit has also adopted the definition of a 'party in interest' expressed by the United States Court of Appeals for the Seventh Circuit as 'anyone who has a legally protected interest that could be affected by a bankruptcy proceeding.' An attorney representing a trustee does not fall within the ambit of either definition. The Trustee has not cited the court to any case in which the basis for a commission included fees paid to a trustee's professionals. Even if he had, the court would reject such cases as inconsistent with the Third Circuit's understanding of a party in interest in bankruptcy and as inappropriate double-dipping," held Judge Ferguson. Judge Ferguson allowed $43,009.15 in fees and $156.15 in expenses for Atkinson & DeBartolo, P.C., the trustee's attorney. Atkinson & DeBartolo filed two applications for compensation. The first interim application for compensation for $27,049 in fees and $254.82 in expenses was approved by the Court. The second application sought compensation of $56,900.00 in fees and $247.25 in expenses. Judge Ferguson found that several adjustments had to be made with regard to Atkinson & De Bartolo's fees and expenses. "In the Second Application for Compensation, there are numerous examples of work billed by the attorney that are properly characterized as trustee work rather than attorney for the trustee work. For example, there is considerable time billed to communicating with creditors and review of claims. While some of these communications may have related to litigation and required attorney attention, the lack of detail in most of those time entries does not enable the court to draw that conclusion. Since communication with creditors and review of claims are quintessentially a trustee function, and since it is the burden of the applicant to prove these time entries were lawyer functions rather than trustee functions, an adjustment of $5,958 on that basis is appropriate. Likewise, there are numerous entries for time billed after the retention of the Kelly firm as attorneys for the trustee. The court can only assume that these services were trustee functions, since to assume otherwise is to assume inappropriate duplication of services. A trustee is certainly allowed to communicate with counsel, but that is a trustee function rather than a lawyer service. The court will make an additional adjustment of $399 on that basis. Finally, there are multiple time entries that contain insufficient detail to permit the court to conclude that the services were beneficial to the estate, billed at a reasonable rate or not duplicative. The court will make an additional downward adjustment of $1,427 on that basis," she explained. Judge Ferguson explained further that "in a letter filed September 17, 2020, the Objectors raised the issue that there are mathematical errors in the application for compensation and that the individual time entries add up to approximately $6,000 less than is being requested. The next day, the Trustee filed a corrected fee application presumably to address that problem. The corrected application suffers the same problem — the total at the end of the time records states a total balance due of $50,793.15 for attorney fees and $156.15 for expenses; however, the application seeks $56,900 for attorney fees and $247.25 for expenses. As previously noted, the applicant bears the burden of establishing the propriety of its request for compensation. The Trustee has not satisfied his burden in this regard, so the court must further reduce the fee application by $6,106.85 for attorney fees and $91.10 for expenses." Judge Ferguson reviewed Atkinson & De Bartolo's first interim application and found that a total reduction of $5,548 off the previously awarded fee was in order, and directed the firm to either refund the funds to the estate or reduce its total fees awarded by that amount. The Kelly Firm, attorney for the Trustee, sought $54,240.00 in fees and $1,552.85 in expenses. In granting the Kelly Firm's application, Judge Ferguson held that "there is not a single entry in the application of the Kelly Firm that suggests that the services were rendered without a reasonable basis in fact or law or with the intent to advance the interests of anyone other than the creditors of this estate." The case is In re: 388 Route 22 Readington Holdings, LLC, Chapter 7, Debtor, Case No. 18-30155 (Bankr. D.N.J.). A full-text copy of the Memorandum Opinion, dated January 11, 2021, is available at https://tinyurl.com/y5bvt8gx from Leagle.com Bunce D. Atkinson, Chapter 7 Trustee is represented by: Andrew J. Kelly, Esq. THE KELLY FIRM P.C. 1011 Highway 71, Suite 200 Spring Lake, NJ 07762 Telephone No.: 732-449-052 Email: akelly@kbtlaw.com SB Building Associates Limited Partnership is represented by: Jay L. Lubetkin, Esq. RABINOWITZ, LUBETKIN & TULLY, LLC 293 Eisenhower Parkway, Suite 100 Livingston, NJ 07039 Telephone No.: 973-597-910 Email: jlubetkin@rltlawfirm.com -- and -- Lawrence S. Berger, Esq. BERGER & BORNSTEIN 237 South Street Morristown, NJ 07962 About 388 Route 22 Readington 388 Route 22 Readington Holdings, LLC is a real estate lessor headquartered in Morristown, New Jersey. The company previously filed for bankruptcy protection on July 31, 2013 (Bankr. D.N.J. Case No. 13-26699). 388 Route 22 Readington Holdings filed for bankruptcy protection (Bankr. D. N.J. Case No. 18-30155) on Oct. 9, 2018, disclosing $12,000 in assets and $2,995,983 in liabilities. Lawrence S. Berger, Esq. at Berger & Bornstein, LLC, represents the Debtor. 51 EAST 73RD: Trustee Hires Rosewood Realty as Real Estate Broker ----------------------------------------------------------------- Lori Lapin Jones, as Chapter 11 Trustee of 51 East 73rd St LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Rosewood Realty Group, as real estate broker to the Trustee. The Trustee requires Rosewood Realty to market for sale and solicit offers for the Debtor's real property and improvements located at 51-53 East 73rd Street, New York, New York 10017. Rosewood Realty will be paid as follows: (a) 2.5% of the gross sales price, inclusive of expenses, if the Property is sold to a third party or entity other than NYC NPL Servicing LLC, or its assignee, and Rosewood is the sole broker; (b) 1.5% of the gross sales price, inclusive of expenses, if the Property is sold to a third party or entity other than NYC NPL Servicing LLC, or its assignee, and Rosewood is a co-broker, it being understood that the co-broker will also be entitled to 1.5% of the gross sales price inclusive of its expenses; (c) .5% of the gross sales price, inclusive of expenses, if the Property is sold either to Michael Chetrit, Elise Dray David, Emmanuel David, Harold Einhorn, or their respective designee; or (d) .5% of the gross sales price, inclusive of expenses, if the Property is sold to NYC NPL Servicing LLC, or its assignee, by credit bid. Greg Corbin, president of Rosewood Realty 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. Rosewood Realty can be reached at: Greg Corbin Rosewood Realty Group 38 E 29th St., 5th Floor New York, NY 10016 Tel: (212) 359-9900 About 51 East 73rd St LLC 51 East 73rd St, LLC, owns and operates a real estate located at 51-53 East 73rd Street, N.Y. 51 East 73rd St sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 20-10683) on March 3, 2020. At the time of the filing, Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor is represented by Leo Fox, Esq. Lori Lapin Jones, Esq., was appointed as the Debtor's Chapter trustee. The trustee is represented by LaMonica Herbst & Maniscalco, LLP. 511 GROUP: Seeks May 9 Extension of Exclusivity Period ------------------------------------------------------ 511 Group LLC asks the U.S. Bankruptcy Court for the Southern District of Florida for a 90-day extension of the exclusivity within which to negotiate with creditors or to amend its plan of reorganization and disclosure statement, and solicit acceptances of that plan. Specifically, 511 Group seeks an extension of its exclusivity period from February 9, 2021 to May 9, 2021. 511 Group said it has been negotiating with its creditors toward a consensual plan, but additional time is needed due to continued state court litigation, and delays caused by the COVID-19 pandemic. 511 Group LLC is represented by: Joel M. Aresty, Esq. JOEL M. ARESTY, P.A. 309 1st Ave S Tierra Verda, FL 33715 Telephone: 305-904-1903 Email: Aresty@Mac.com About 511 Group LLC 511 Group LLC, a Miami Beach, Fla.-based limited liability company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21098) on Oct. 12, 2020. In its petition, the Debtor estimated both assets and liabilities to be between $100,001 and $500,000. Joel M. Aresty P.A. is the Debtor's legal counsel. AAC HOLDING: Case Summary & 2 Unsecured Creditors ------------------------------------------------- Debtor: AAC Holding Corp. 1550 W. Mockingbird Lane Dallas, TX 75235 Chapter 11 Petition Date: January 14, 2021 Court: United States Bankruptcy Court Northern District of Texas Case No.: 21-30057 Judge: Hon. Harlin Dewayne Hale Debtor's Counsel: Susan B. Hersh, Esq. SUSAN B. HERSH, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 503-7070 Fax: (972) 503-7077 E-mail: Susan@susanbhershpc.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Stephen Szejner, vice president. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/OXFO3GI/AAC_Holding_Corp__txnbke-21-30057__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Two Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Prudential Capital Partners Senior $3,797,727 (Parallel Fund), IV, L.P. Subordinated 180 N. Stetson Ave., Ste 5200 Notes Chicago, IL 60601 2. Prudential Capital Senior $3,648,084 Partners Management Fund Subordinated IV, L.P. 180 N. Stetson Ave., Ste 5200 Chicago, IL 60601 AECOM: Moody's Completes Review, Retains Ba2 CFR ------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of AECOM and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. AECOM's Ba2 corporate family rating reflects its large scale and solid position across diverse end markets as one of the largest and most diversified engineering & construction companies in North America. The company's rating is also supported by its moderate leverage, consistent free cash flow, strong project backlog with moderate fixed price project exposure that is mostly concentrated in its design business after the sale of its fixed price power, civil construction and certain oil & gas businesses. AECOM's rating also reflects its relatively low level of funds from operations as a percent of outstanding debt and its plan to use a portion of its cash balance and all of its free cash flow to repurchase stock. The principal methodology used for this review was Construction Industry published in March 2017. AIRXCEL INC: Moody's Upgrades CFR to B3 & PDR to B3-PD ------------------------------------------------------ Moody's Investors Service upgraded its ratings for Airxcel, Inc., including the company's corporate family rating (CFR to B3 from Caa2) and probability of default rating (PDR to B3-PD from Caa2-PD), along with its senior secured first and second lien term loan ratings (to B3 from Caa2, and to Caa2 from Ca, respectively). The ratings outlook remains stable. "Airxcel continues to benefit from strong demand for recreational vehicles, and the ensuing growth in wholesale shipments is expected to drive higher profitability and cash flow in 2021," says Shirley Singh, Moody's lead analyst for the company. "Although current growth rates could moderate once consumer spending patterns normalize, we expect the company to maintain its improved key credit metrics and liquidity at levels more commensurate with the revised B3 rating," added Singh. The following rating actions were taken: Upgrades: Issuer: Airxcel, Inc. Corporate Family Rating, Upgraded to B3 from Caa2 Probability of Default Rating, Upgraded to B3-PD from Caa2-PD Senior Secured 1st Lien Bank Credit Facility, Upgraded to B3 (LGD3) from Caa2 (LGD3) Senior Secured 2nd Lien Bank Credit Facility, Upgraded to Caa2 (LGD5) from Ca (LGD5) Outlook Actions: Issuer: Airxcel, Inc. Outlook, Remains Stable RATINGS RATIONALE Airxcel's B3 CFR broadly reflects the high financial risk that results from the company's relatively modest scale, high customer concentration and significant exposure to cyclical RV markets, which is compounded further by aggressive financial policies and debt-financed acquisitions. Moody's expects the strong recovery in the RV sector to sustain demand levels that will generate higher profitability and cash flow in 2021, and yield an adjusted debt-to-EBITDA below 6.0x. Additionally, aftermarket presence supporting an installed base of 9 million RVs helps to moderate earnings volatility, to a certain extent. The rating is also supported by the company's strong market position. Governance risk remains high as evidenced by the company's very levered balance sheet and aggressive financial policies that support debt-funded acquisitions and shareholder distributions. The stable outlook reflects Moody's expectation that end-market growth will result in improving credit metrics over the next 12-18 months, and that the company will maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could warrant a prospective ratings upgrade include increased size and scale as measured by revenue while good liquidity is maintained, financial policies supportive of Moody's adjusted debt-to-EBITDA sustained below 5.5 times, and free cash flow-to-debt in excess of 5%. Diversification of the business that reduces the company's broad exposure to the RV segment could also warrant consideration for a prospective ratings upgrade. Conversely, downward ratings pressure could ensue if debt-to-EBITDA is expected to be sustained above 7.5 times, end market demand weakens, or a major customer is lost. A deterioration in liquidity, including negative free cash flow or increased reliance on revolver borrowings, and/or debt-financed dividends or acquisitions, could also result in a ratings downgrade. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Headquartered in Wichita, Kansas, Airxcel manufactures products such as air conditioning and ventilation systems, furnaces, water heaters, window coverings and roofing membranes for RVs. The company also manufactures specialty air conditioners, environmental control units and heat pumps for the telecommunications, education and multi-tenant housing end markets. Airxcel is owned by financial sponsor L Catterton. ALL TEXAS ELECTRICAL: Hoover Slovacek Represents Two Suppliers -------------------------------------------------------------- In the Chapter 11 cases of All Texas Electrical Contractors, Inc., the law firm of Hoover Slovacek LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing All Texas Electrical Services, Inc., and M- Tech Electric, LLC. All Texas Electrical Services, Inc., has common ownership with Debtor and holds a claim against the Debtor. A proof of claim has not yet been filed but expected to be filed prior to the general bar date. The sole member of M-Tech Electric, LLC, is related to the principal of the Debtor. HS does not own a claim against or interest against the Debtor. Counsel to All Texas Electrical Services, Inc., and M-Tech Electric, LLC can be reached at: HOOVERSLOVACEK LLP Melissa A. Haselden, Esq. 5051 Westheimer, Suite 1200 Galleria Tower II Houston, TX 77056 Telephone: (713) 977-8686 Facsimile: (713) 977-5395 E-mail: haselden@hooverslovacek.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3bMuKky About All Texas Electrical Contractors All Texas Electrical Contractors, Inc. -- http://www.alltexaselectrical.net/-- provides electrical installation and services. All Texas Electrical Contractors, based in Houston, TX, filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-34656) on Sept. 25, 2020. In the petition signed by Arthur Montemayor, president, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Eduardo V. Rodriguez presides over the case. O'Connor Wechsler PLLC, serves as bankruptcy counsel. ALLIED FINANCIAL: Plan Headed for March 10 Confirmation Hearing --------------------------------------------------------------- Judge Mildred Caban Flores on Dec.9, 2020, convened a hearing on the Amended Disclosure Statement explaining Allied Financial Inc.'s Chapter 11 Plan dated Aug. 10, 2020. On Jan. 13, 2021, Judge Floreas approved the Disclosure Statement and ordered that: * Acceptances or rejections of the Plan may be filed in writing by the holders of all claims on/or before 14 days prior to the date of the hearing on confirmation of the Plan. * Any objection to confirmation of the Plan are due 14 days prior to the date of the hearing on confirmation of the Plan. * Objections to claims must be filed prior to the hearing on confirmation. * A hearing for the consideration of confirmation of the Plan and of such objections as may be made to the confirmation of the Plan will be held on March 10, 2021, at 9:00 AM via Microsoft Teams. As reported in the TCR, Allied Financial, Inc., filed in August 2020 an Amended Disclosure Statement that substitutes the original Disclosure Statement filed on May 12, 2016. Since the filing of the original Disclosure Statement, the Debtor continued marketing and selling its properties providing full payment to creditors such as Banco Popular de Puerto Rico and Condado 2, LLC. The Debtor continued collecting and/or prosecuting its accounts receivable. Moreover, extensive discovery and litigation took effect during this period of time, including the Debtor's legal right to "derecho de retracto" under PR Civil Code, Art. 1525 and the pertinent discovery toward that end. The Debtor has also objected the Proof of Claims filed by WM Capital Partners 53 LLC. Class 10 consists of general unsecured creditors with claims totaling $1,970,202. From this amount the amount of $1,919,540 is owed to Allied Management Group Inc. Allied as agreed to make a capital contribution, to the Debtor, solely under this Amended Plan, no payment will be made to Allied. Class 10 will be paid 3% of their claim, in equal monthly installments, within 36 months from the Effective Date. A copy of the Amended Disclosure Statement dated Aug. 10, 2020, is available at https://bit.ly/39F6eiP About Allied Financial Allied Financial, Inc. filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 16-00180) on Jan. 15, 2016. At the time of the filing, the Debtor disclosed total assets of $10.3 million and total debt of $9.14 million. Judge Mildred Caban Flores oversees the case. C. Conde & Assoc. is the Debtor's legal counsel. ALM LLC: Seeks to Hire Jimenez Vazquez as Accountant ---------------------------------------------------- ALM, LLC, has filed an amended application with the U.S. Bankruptcy Court for the District of Puerto Rico seeking approval to hire Jimenez Vazquez & Associates, PSC as accountant. Mr. Jimenez will render these services to the Debtor: (a) assist the Debtor in gathering and compiling the necessary information required to file the Chapter 11 Petition and court required information and schedules; (b) provide consulting services and assist the Debtor and its attorney in documenting the reorganization plan to be filled in the case; (c) prepare monthly operating reports; (d) prepare financial projections and other relevant information as required and necessary; (e) prepare all necessary tax returns to ascertain Debtor is in full compliance with its fiscal responsibilities; and (f) assist the Debtor and its attorney in all matters related to court instructions, transactions, and or information requests of an accounting or financial nature; Mr. Jimenez will be paid at these hourly rates: Jose V. Jimenez Vazquez, CPA $155 Senior Staff Consultant $85 Staff Accountant $65 A retainer in the amount of $5,000 has been required in this case and was paid by the Debtor. Mr. Jimenez disclosed in court filings that Jimenez Vazquez & Associates, PSC and its employees represent no interest adverse to the Debtor's estate and "disinterested persons" as that term is defined in section 101(14) of the Bankruptcy Code. The accountant can be reached at: Jose Victor Jimenez, CPA JIMENEZ VAZQUEZ & ASSOCIATES, PSC P.O. Box 3774 Bayamon, PR 00958 Telephone: (787) 447-0098 Facsimile: (939) 338-2362 About ALM LLC ALM, LLC, a/k/a Agua La Montana, is the owner of fee simple title to a property located in Trujillo Alto, Puerto Rico having a current value of $860,943. ALM, LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-04571) on November 25, 2020. The petition was signed by Kristian E. Riefkohl Bravo, president. At the time of the filing, the Debtor disclosed total assets of $1,083,384 and total liabilities of $2,919,967. The Debtor tapped Gandia Fabian Law Office as counsel and Jose Victor Jimenez, CPA, of Jimenez Vazquez & Associates, PSC as accountant. ALPHATEC HOLDINGS: Q4 U.S. Revenue Grows Over 38% -------------------------------------------------- Alphatec Holdings, Inc. reported preliminary revenue results for the fourth quarter and full year ended Dec. 31, 2020. Preliminary, unaudited fourth quarter 2020 U.S. revenue grew 38% to 39% year-over-year and 7% to 8% sequentially despite the impact of the recent surge of COVID-19 cases, which pressured surgery volume growth in several key geographies. Growth was driven primarily by the continuing rapid adoption of recently released ATEC technologies and strong pull-through from the SafeOp Neural InformatiX System. New product sales represented approximately 75% of estimated U.S. revenue for the quarter. Preliminary, unaudited full-year 2020 U.S. revenue reflects growth of 30% to 31% compared to 2019. "Our 2020 performance gives me great confidence in our ability to continue to earn market share," said Pat Miles, chairman and chief executive officer. "While we expect pandemic-related volume variability to persist into 2021, we will continue to drive adoption of novel procedures like PTP while we work to close the EOS transaction. The clinical prowess of the team we have assembled and the unparalleled output of the organic innovation machine tell me that ATEC's best is yet to come." The preliminary results announced are unaudited and are therefore subject to change. The Company expects to announce its fourth quarter and full-year 2020 financial and operating results on March 4, 2021. 2021 Revenue Guidance The Company expects total revenue for the fiscal year ended Dec. 31, 2021, to approximate $178 million, which includes U.S. revenue of approximately $176 million. Revenue guidance reflects expected U.S. revenue growth of approximately 25% compared to 2020, driven by continued launches of novel procedures and products and growing traction of the procedures and products released in 2020. Total revenue guidance contemplates the anticipated wind-down of the Company's international supply agreement by August 2021. The Company expects to update guidance to reflect the positive impact of EOS imaging when that transaction closes, which is anticipated in Q2 2021. The Company said it remains subject to the potential and uncertain impact of the ongoing COVID-19 pandemic. If hospitals continue to experience a surge in COVID-19 cases and defer elective procedures to preserve capacity, the Company's ability to achieve these financial objectives may be adversely affected About Alphatec Holdings Alphatec Holdings, Inc. (ATEC) (www.atecspine.com), through its wholly-owned subsidiaries, Alphatec Spine, Inc. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC architects and commercializes approach-based technology that integrates seamlessly with the SafeOp Neural InformatiX System to provide real-time, objective nerve information that can enhance the safety and reproducibility of spine surgery. Alphatec reported a net loss of $57 million for the year ended Dec. 31, 2019, compared to a net loss of $28.97 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $154.68 million in total assets, $48.16 million in total current liabilities, $65.76 million in long-term debt (less current portion), $56,000 in operating lease liability (less current portion), $9.04 million in other long-term liabilities, $23.60 million in redeemable preferred stock, and $8.05 million in total stockholders' equity. AMERICAN ACHIEVEMENT: Involuntary Chapter 11 Case Summary --------------------------------------------------------- Fifteen affiliates that are subject to separate involuntary Chapter 11 petitions: Entity Case No. ------ -------- American Achievement Corporation 21-30058 1550 W. Mockingbird Lane Dallas, Texas 75235 Braddock Holding LLC 21-30060 1550 W. Mockingbird Lane Dallas, Texas 75235 CBI North America 21-30061 1550 W. Mockingbird Lane Dallas, Texas 75235 Commemorative Brands, Inc. 21-30062 1550 W. Mockingbird Lane Dallas, Texas 75235 Gaspard Ltd. 21-30063 1550 W. Mockingbird Lane Dallas, Texas 75235 Iconic Group, Inc. 21-30064 1175 Peachtree Street, NE Suite 425 Atlanta, Georgia 30361 Gaspard & Sons, Inc. 21-30065 1266 Fife Street Winnipeg, MB, Canada Gaspard and Sons Mayaguez, Inc. 21-30066 3065 Calle Nelson Colon Mayaguez, Puerto Rico Taylor Publishing Manufacturing, L.P. 21-30067 1550 W. Mockingbird Lane Dallas, Texas 75235 Taylor Publishing Company 21-30068 1550 W. Mockingbird Lane Dallas, Texas 75235 Taylor Manufacturing Holdings, LLC 21-30069 1550 W. Mockingbird Lane Dallas, Texas 75235 Willsie Cap & Gown LLC 21-30070 1550 W. Mockingbird Lane Dallas, Texas 75235 University Cap and Gown Co., Inc. 21-30071 1550 W. Mockingbird Lane Dallas, Texas 75235 TP Holding Corp. 21-30072 1550 W. Mockingbird Lane Dallas, Texas 75235 Taylor Senior Holding Corp. 21-30073 1550 W. Mockingbird Lane Dallas, Texas 75235 Involuntary Chapter 11 Petition Date: January 14, 2021 Court: United States Bankruptcy Court Northern District of Texas Petitioners' Counsel: Jason S. Brookner, Esq. GRAY REED & MCGRAW LLP 1601 Elm Street, Suite 4600 Dallas, Texas 75201 Tel: 469-320-6132 E-mail: jbrookner@grayreed.com Alleged creditors who signed the involuntary petitions: Petitioners Nature of Claim Claim Amount ----------- --------------- ------------ Prudential Capital 8.00% Senior $72,004,910 Partners IV, L.P. Subordinated Notes 180 N. Stetson Ave, Suite 5200 Chicago, Illinois 60601 Prudential Capital 8.00% Senior $3,648,084 Partners Management Subordinated Notes Fund IV, L.P. 180 N. Stetson Ave, Suite 5200 Chicago, Illinois 60601 Prudential Capital 8.00% Senior $3,797,727 Partners (Parallel Fund) Subordinated Notes IV, L.P. 180 N. Stetson Ave, Suite 5200 Chicago, Illinois 60601 Falcon Strategic 8.00% Senior $44,412,484 Partners IV, LP Subordinated Notes 21 Custom House Street 10th Floor Boston, Massachusetts, 02110 Full-text copies of the Involutary Petitions are available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MJRZ5FQ/CBI_North_Aamerica__txnbke-21-30061__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MWTNV5Q/Commemorative_Brands_Inc__txnbke-21-30062__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MZH3UDI/Gaspard__Sons_Inc__txnbke-21-30065__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/M54PBNQ/Iconic_Group_Inc__txnbke-21-30064__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TNCS4PQ/Gaspard_and_Sons_Mayaguez_Inc__txnbke-21-30066__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TVSXXDI/Taylor_Publishing_Company__txnbke-21-30068__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TSTUTII/Taylor_Manufacturing_Holdings__txnbke-21-30069__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/T572FOI/Willsie_Cap__Gown_LLC__txnbke-21-30070__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/T2ME2ZI/University_Cap_and_Gown_Co_Inc__txnbke-21-30071__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/QEGVIQI/TP_Holding_Corp__txnbke-21-30072__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/MQ2MX3I/Gaspard_Ltd__txnbke-21-30063__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/QAL4RHA/Taylor_Senior_Holding_Corp__txnbke-21-30073__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/VC5RYTQ/American_Achievement_Corporation__txnbke-21-30058__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/WSSYQBI/Braddock_Holding_LLC__txnbke-21-30060__0001.0.pdf?mcid=tGE4TAMA https://www.pacermonitor.com/view/TJULNAI/Taylor_Publishing_Manufacturing__txnbke-21-30067__0001.0.pdf?mcid=tGE4TAMA ANDRES LOPEZ: 1609 Mermaid Offers $550K Cash for Brooklyn Property ------------------------------------------------------------------ Andres Lopez asks the U.S. Bankruptcy Court for the Eastern District of New York to authorize the private sale of his right, title and interest in the real property located at 1609 Mermaid Avenue, in Brooklyn, New York, to 1609 Mermaid Realty, LLC, for $550,000, cash, free and clear of all liens, claims, and encumbrances. The Debtor owns three pieces of real property, including the Mermaid Ave Property. The Mermaid Ave Property is currently vacant. The Mermaid Ave Property is subject to the first mortgage lien of The Bank of New York Mellon, as Trustee for the Certificateholders of the CWABS, Inc., Asset-Backed Certificates Series 2006-BC3 serviced by Shellpoint Mortgage Servicing. A proof of claim was filed for the Shellpoint Mortgage, Claim Number 4-2 on the Claims Register. On Feb. 20, 2019, the Debtor filed a Motion to Value the Mermaid Ave Property and to determine the secured status of Claim # 4-2. The Bank of New York Mellon by its prior servicer filed Opposition to the Claim Objection. Thereafter the Court held an evidentiary hearing on the value of the Mermaid Ave Property, and continued the hearing to Aug. 5, 2020. The Property is encumbered by a first mortgage lien held by Shellpoint Mortgage Servicing as Servicer for the Bank of New York Mellon in the amount of approximately $993,164. Shellpoint has approved the Debtor's proposed sale of the Mermaid Ave Property subject to compliance with the terms set forth in the Short Sale Approval Letter. The proposed sale of the Mermaid Avenue Property will be beneficial to the estate in that it will resolve the on-going litigation between the Debtor and the secured lender on the Mermaid Ave Property in the case, and will result in satisfaction of the Shellpoint mortgage. Subject to Court approval, the Debtor has entered into a contract of sale with the Buyer for the Mermaid Ave Property for $550,000, with $10,000 deposit. The sale is an all cash deal. The funds will be distributed at closing as follows: (A) First Mortgage no less than $514,000; (B) Joint Broker for Seller and Buyer to be paid a commission of 4% of the sale price (subject to Court approval); (C) Daniel Tanon, Esq. (proposed closing attorney for the Debtor) to be paid $1,500; (D) Government recording and transfer charges (anticipated to be $10,550); and (E) $1,950 for the Seller's title insurance. The proposed private sale is necessary because the secured lender Shellpoint has agreed to the current proposed short sale terms provided that the closing take place no later than Jan. 29, 2021. The Debtor also asks that the Court grants a waiver of the 14-day stay imposed by Fed. R. Bankr. P. 6004(h) so that the sale can be completed on the Jan. 29, 2021 deadline set forth by Shellpoint. A copy of the Agreement is available at https://tinyurl.com/y2relfxl from PacerMonitor.com free of charge. The Purchaser: 1609 MERMAID REALTY, LLC 3096 12th Street, Apt. 8 Astoria, NY 11102 Andres Lopez sought Chapter 11 protection (Bankr. E.D. N.Y. Case No. 18-41408) on March 14, 2018. The Debtor tapped Edward J. Waters, Esq., at E. Waters & Associates, PC as counsel. ARTERA SERVICES: Moody's Completes Review, Retains B3 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Artera Services, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Artera Services, LLC's B3 corporate family rating reflects its high leverage, somewhat weak interest coverage and limited end market diversity since it primarily focuses on providing services to gas and electric utilities. This work is typically covered by master service agreements and blanket contracts, but work order releases can fluctuate leading to periodic inefficiencies in labor and asset utilization and margin compression. Artera's rating is supported by the enhanced scale and diversity and the deleveraging expected from the MVerge and Otis Eastern acquisitions along with the favorable industry fundamentals as utilities continue to focus on grid modernization and expansion, resiliency initiatives, and repair and maintenance of aging infrastructure and outsourcing more engineering and construction services to third parties. The principal methodology used for this review was Construction Industry published in March 2017. ARTISAN BUILDERS: TPMG Buying Phoenix Property for $1.55 Million ---------------------------------------------------------------- Artisan Builders, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize the short sale of the real property located at 7407 E. Minnezona Drive, in Phoenix, Arizona, to TPMG 3724, LLC for $1.55 million, free and clear of liens, subject to higher and better offers. The Debtor is a homebuilder. At the time of filing its Petition it held title to 18 parcels of real property on most of which it had been in the process of constructing single family residences, including to the four lots which comprise 7407 E. Minnezona Drive. The Debtor has entered into a Residential Resale Real Estate Purchase Contract for the sale of 7407 E. Minnezona Drive with the Buyer for $1.55 million. A $50,000 initial deposit will be paid by the Buyer. The balance is due, all cash, at close of sale. Escrow is to close 45 days from opening escrow which occurred on Jan. 6, 2021, or upon Court approval. The purchase Contract also affords the Buyer 30-day Inspection Period. America's Specialty Finance Co. ("ASFC") issued a loan in the principal amount of $1.325 million secured by a first position deed of trust against the subject property. It contends the balance currently owed by Debtor and secured by 7407 E. Minnezona Drive is approximately $1.7 million. Real Estate Finance Corp. ("REFCO") holds a second position deed of trust, securing the principal amount of $200,000. Kokila, LLC, holds a third position deed of trust, securing the principal amount of $150,000. KJAM, LLC, holds a fourth position deed of trust, securing the principal amount of $350,000. Kathryn Montague holds a fifth position deed of trust securing the principal amount of $10,000. On Oct. 15, 2020, the Court issued its Order Authorizing Employment of My Home Group, LLC, and its broker, John Dyer to list and sell the 7407 E. Minnezona Drive property for the Debtor. The Listing Agreement and Purchase Contract call for the broker and agent, Nancie Dion, to receive a 3% commission upon a successful sale. The Purchase Contract calls for the Buyers' agent, Medical Office Brokers and agent Michael Morton, to also receive a 3% commission. The real estate brokers involved in the transaction will each reduce its commission from 3% to 2.5% of the sales price to further the transaction. The contemplated sale, is a short sale. The amount due under the secured lien exceeds the purchase price and the value of subject property. To allow the sale to take place, the senior lender, ASFC, has agreed to accept the net proceeds, those available after payoff of the commissions, closing costs, and unpaid property taxes. The net proceeds estimated to be distributed to ASFC is $1,452,000 or similar amount. The holder of the second position deed of trust, REFCO, will release its security interest without payment. There will be no funds available for the third, fourth, and fifth position deeds of trust holders, Kokila, KJAM, and Montague. The Debtor understands, based on information provided to it by ASFC, the unpaid property tax to be paid at closing of the sale is $4,163, or similar amount. The sale of the 7407 E. Minnezona Drive property is a typical transaction of the Debtor's, although unique in the sense it comprises lots on which construction is not complete. The sale, if approved, will allow the pay down of the Debtor's obligations to ASFC. There will be no funds available for it. The Debtor suggests any party desiring to bid provide the counsel for the Debtor with a $5,000 cashier's check, or cash, on the date of the sale and bid increases in increments of at least $1,000. The Debtor asks any objections be filed no later than five days before the hearing. Finally, the Debtor asks a waiver of the 14-day stay pursuant to Rule 6004(h) to allow the order approving the relief sought to take effect immediately so as to allow the sale to take place on the date set forth in the Purchase Contract or as close to it as reasonably possible. A copy of the Contract is available at https://tinyurl.com/y4b3g6za from PacerMonitor.com free of charge. About Artisan Builders, LLC, Artisan Builders, LLC, located at 17916 N. 93rd Street, Scottsdale, Arizona, is a full service general contractor specializing in custom homes. Artisan Builders sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-07501) on June 24, 2020. The Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Richard W. Hundley, Esq., at The Kozub Law Group, PLC as counsel. The petition was signed by James Guajardo, manager. On Oct. 20, 2020, the Court appointed Urban Blue Realty, LLC, and Nicolas Blue as Broker. ASHTON WOODS: S&P Upgrades ICR to 'B'; Outlook Positive ------------------------------------------------------- S&P Global Ratings raised its rating on U.S. homebuilder Ashton Woods USA LLC's issuer credit and its senior notes to 'B' from 'B-'. The outlook is positive. The positive outlook indicates the possibility S&P could raised its rating during the next 12 months if the company further improves its scale and profitability while maintaining debt to EBITDA comfortably below 4x. Ashton's improved credit rating is driven by wide ongoing improvements in EBITDA. In fiscal 2021 (ending May 31), S&P's $252 million EBITDA estimate is more than a 70% jump from the prior year's figure. Moreover, with inventory levels nearly unchanged, at less than $1 billion, the profit gains S&P expects for this fiscal year and next are likely to result without material increases in debt. Thus, S&P forecasts 2021 and 2022 debt to EBITDA of 3x and 2.4x, compared to 5.2x in 2020. A continuing shift in sales toward the entry-level buyer is the key driver of Ashton Woods' improved credit profile. Led by the Starlight Homes brand, with an average sales price (ASP) of about $225,000 (versus $346,000 overall), affordably priced homes now account for more than half of all unit deliveries. Despite their much lower ASPs, Ashton's entry-level products--which also include flagship Ashton Woods-branded units--contribute meaningfully to overall (increases in) gross margins. S&P said, "In fact, we now forecast a 200 basis point (bp) full-year improvement in the fiscal 2021 (adjusted) gross margin, to 22.2%. Finally, free cash flows, estimated at more than $150 million in fiscal 2021, are further boosted due mostly to the segment's more modest inventory needs." Low mortgage rates and stronger sales throughout housing remain as broader tailwinds. S&P said, "Our economists now expect 30-year mortgage rates to stay around 3% in 2021, and we recently raised our forecast for housing starts to about 1.4 million this year." Although attractive borrowing rates reduce the cost of all new mortgages, they particularly appeal to Ashton's growing base of first-time and other entry-level buyers, who often trade up from rented properties." "Still, our broader view of the company's creditworthiness remains impaired by its relatively small scale. Although overall profitability is trending sharply upward, we understand these forecasted improvements depend largely on demand within the entry-level segment. Indeed, compared to higher 'B+' rated builders (e.g., M/I Homes, Century Communities), Ashton Woods is smaller, has lower shares in large markets, and is more reliant on a single buyer segment (i.e., entry-level). Moreover, there is evidence to suggest any increase in mortgage rates could more adversely affect these less-affluent homebuyers. As such, the company's ability to generate solid overall growth--that's balanced across its buying segments--will remain key as we continue to assess the company's overall credit profile." "Our positive outlook on Ashton Woods' credit rating reflects favorable revenue and cash flow dynamics resulting from the company's shift in mix toward lower-priced homes. Ashton is rapidly growing its presence across the entry-level segment, via Starlight and its flagship Ashton Woods product, and we expect EBITDA leverage to decline to 3x and about 2.5x in fiscal 2021 and 2022, after falling below 5x in fiscal 2018 (ended May 2018)." S&P could raise its ratings on Ashton Woods to 'B+' over the next 12 months if the company expands the scale and profitability of its operations amid: -- Revenue growth occurring across each broad buyer segment--entry-level and move-up; -- Debt to EBITDA is sustained below 4x; and -- EBITDA interest coverage remains at or above 3x. S&P could revise the outlook back to stable if debt to EBITDA rose back above 4x or if expected revenue and profit improvements reversed. For that to happen, one of the following must occur: -- Fiscal 2021 EBITDA increased to less than $200 million, from S&P's estimated $252 million; -- The issuance of debt pushed overall borrowings above $1 billion; or -- Strong demand within the entry-level segment failed to materialize. B2B ENTERPRISE: Court Confirms Amended Plan ------------------------------------------- Judge Janet S. Baer has entered an order confirming B2B Enterprise, Incorporated's Oct. 12, 2020 Plan, as amended. At the behest of the Debtor, the Plan filed Oct. 12, 2020, is amended as follows: i. The Class 3 secured claim of TD Auto in the amount of the principal balance, including accrued interest, due at the date hereof, will be repaid, with interest at the rate of 7% per annum, over 60 months, commencing on the Effective Date of the Plan. The secured claim is estimated to be $36,365 and the monthly payment is estimated to be $720.06; ii. A new Class 5 consisting of the secured claim of Chase is added to the Plan whereby Chase's secured claim in the amount of $35,000 will be repaid, with interest at the fixed rate of 7% per annum to be assessed on the declining principal balance from time to time paid, over 60 months, commencing on the Effective Date of the Plan. The monthly payment to Chase will be $693.04; and iii. The Class 4 non-priority, unsecured claims, including the unsecured claims of IRS, IDR, IDES, BMO Harris, and Chase is estimated to be $143,184 to be repaid, without interest, a dividend of 57 percent of the allowed claims in monthly payments over 60 months, commencing on the Effective Date of the Plan. The monthly payment will be $1,360.25. The objection to confirmation of the Plan filed by TD Auto on Oct. 14, 2020, has been withdrawn. TD Auto and Chase have voted to accept the Plan and the Debtor has requested that the late votes accepting the Plan be allowed. The Debtor filed its Section 1126 Ballot Report on January 13, 2021, indicating that the acceptances filed by TD Auto in Class 3 and Chase in Classes 4 & 5 were filed Dec. 22, 2020, and Jan. 12, 2021, respectively, and that the Debtor requested the late-filed ballots be allowed. Judge Baer confirmed the Plan and approved the Disclosure Statement following a hearing on Dec. 23, 2020. About B2B Enterprise Since 2010, B2B Enterprise, Incorporated, has been in the business of hauling domestic freight for customers intrastate and interstate since 2010. At the height of its business, B2B had six drivers. Basheir Kamal is its sole shareholder, officer and director. B2B Enterprise, Incorporated, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 19-35439) on Dec. 17, 2019. Joel A. Schechter, Esq., of LAW OFFICES OF JOEL A. SCHECHTER, is the Debtor's counsel. BALLOON BOY: Seeks Approval to Hire Accountant ---------------------------------------------- Balloon Boy, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Nicholas Olivo, a certified public accountant at Olivo SMB CPA Solutions. Mr. Olivo will render these services: (a) prepare and file tax returns and amended tax returns required by all taxing authorities involved in the Debtor's Chapter 11 case; (b) assist in the evaluation of Debtor's assets; and (c) assist in preparing reports and other documents. Mr. Olivo is owed $2,400 for pre-bankruptcy services and has agreed to waive any pre- bankruptcy claim against the Debtor's bankruptcy estate. The hourly rates of Olivo SMB CPA Solutions' professionals are as follows: Nicholas Olivo $175 Staff Accountant $85 Assistant $35 In addition, the firm will seek reimbursement for out-of-pocket expenses. Mr. Olivo disclosed in court filings that he does not represent interests adverse to the Debtor and its estate. The accountant can be reached at: Nicholas Olivo Olivo SMB CPA Solutions 6151 Lake Osprey Dr., 3rd Floor Sarasota, FL 34240 Telephone: (941) 373-1473 Email: nick@olivosmbcpa.com About Balloon Boy Balloon Boy, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-09491) on Dec. 31, 2020, listing under $1 million in both assets and liabilities. The Debtor tapped Cole & Cole Law, PA as counsel and Nicholas Olivo of Olivo SMB CPA Solutions as accountant. BLUE STAR: Releases First GRI Standard Sustainability Report ------------------------------------------------------------ Blue Star Foods Corp. disclosed the publication of its first GRI Standard Sustainability Report for 2020, which it intends to publish on a bi-annual basis. The report can be found in the following locations: * BSFC Website: https://www.bluestarfoods.com/wp-content/uploads/PDF/BSF- Sustainability-Report-2020.pdf * GRI Sustainability disclosure website: https://database.globalreporting.org/reports/80985/ The 89-page report shows the company's performance during the last 2 years against globally recognized, quantifiable and standardized ESG Key Performance Indicators and is the only report of its kind focused on the Blue Crabmeat category of the seafood industry. The report entails how Blue Star looks after the ocean waters from where crabs are harvested, how it manages waste, its relentless focus on its workers' social and economic wellbeing and efforts to empower local artisanal fishing communities. "Since the GRI Standards were launched in 2006, I have been a believer in the philosophy of why they were created - as a uniform, internationally recognized ESG audit standard that one must undertake in order to get properly accredited. We've been working for several years to complete this report and we're very happy to finally release it to the public," said John Keeler, who is the chairman, chief executive officer and the chief sustainability officer of Blue Star Foods Corp. He further added, "We think it's important for our partners, and the consumers of our products to understand that we don't just talk about being sustainable, we have put in the work to be transparent about how we get there as a company and to measure it against ESG global standards." About the GRI's Sustainability Disclosure Database The GRI database (www.globalreporting.org) was developed by the Global Sustainability Standards Board (GSSB) and aims to help companies around the world be more transparent in all areas of sustainability and to help organizations contribute to the UN Sustainable Development Goals (SDGs) (www.un.org/sustainabledevelopment/sustainable-development-goals). They follow an independent, multi-stakeholder process, and maintain the world's most comprehensive sustainability reporting standards. About Blue Star Foods Blue Star Foods Corp. is a sustainable seafood company that processes, packages and sells refrigerated pasteurized Blue Crab meat, and other premium seafood products. Its products are currently sold in the United States, Mexico, Canada, the Caribbean, the United Kingdom, France, the Middle East, Singapore and Hong Kong. The company headquarters is in Miami, Florida (United States), and its corporate website is: http://www.bluestarfoods.com/ Blue Star reported a net loss of $5.02 million for the 12 months ended Dec. 31, 2019, compared to a net loss of $2.28 million for the 12 months ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $9.38 million in total assets, $11.09 million in total liabilities, and a total stockholders' deficit of $1.71 million. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. BROOKFIELD WEC: Moody's Completes Review, Retains B2 CFR -------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Brookfield WEC Holdings Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Brookfield WEC Holdings' B2 corporate family rating reflects its solid market position and geographic diversity as it services about two-thirds of the world's nuclear reactors and is the original equipment manufacturer or technology provider in about half the world's nuclear reactors. It also incorporates its strong technical capabilities and the high barriers to entry since it delivers mission critical products and services to mostly blue-chip customers in the nuclear power sector under long term contracts with high renewal rates. These attributes along with its focus on cost cutting initiatives should enable the company to consistently generate positive free cash flow. However, the company's profile is constrained by its elevated financial leverage, somewhat weak interest coverage, aggressive dividend policy, lack of end market diversity and limited growth opportunities due to limited nuclear power plant development and the ongoing decommissioning of existing power plants. The principal methodology used for this review was Construction Industry published in March 2017. CALIFORNIA RESOURCES: Moody's Rates New $600MM Unsec. Notes 'B2' ---------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to California Resources Corporation's (CRC) proposed $600 million senior unsecured notes due 2026 and affirmed its existing ratings, including the B1 Corporate Family Rating, B1-PD Probability of Default Rating and B3 rating on its second lien term loan. The SGL-3 Speculative Grade Liquidity Rating is unchanged. The rating outlook is stable. The proceeds of the proposed notes issuance will be used to refinance its existing second lien term loan and the EHP Holdco senior secured notes, and for partial repayment of its revolver credit facility. "The proposed refinancing of existing debt will simplify California Resources' capital structure, but will not significantly affect its leverage or other credit metrics," commented James Wilkins, Moody's Vice President -- Senior Analyst. Assignments: Issuer: California Resources Corporation Senior Unsecured Notes, Assigned B2 (LGD5) Affirmations: Issuer: California Resources Corporation Probability of Default Rating, Affirmed B1-PD Corporate Family Rating, Affirmed B1 Senior Secured Term Loan, Affirmed B3 (LGD5) Outlook Actions: Issuer: California Resources Corporation Outlook, Remains Stable RATINGS RATIONALE The proposed senior unsecured notes are rated B2, one notch below the B1 CFR, reflecting the lower priority ranking of the unsecured notes compared to obligations under the company's secured revolving credit facility (unrated) and the size of potential revolver secured claims that have a first lien on all oil & gas assets (excludes the Elk Hills power generation assets). Should the size of commitments under the revolving credit facility relative to the unsecured notes increase substantially, the notes could be rated lower. CRC's capital structure following the refinancing will be comprised of the $540 million secured first lien revolving credit facility (mostly undrawn) and the proposed $600 million of senior unsecured notes, which will be obligations of CRC and guaranteed by its exploration and production operating subsidiaries. CRC's B1 CFR reflects current low oil prices that limit the company's ability to generate free cash flow, the high cost of its production relative to oil prices, and the potential for lower production volumes in 2021, while the company limits its capital expenditures to internally generated cash flow. Moody's expects the company's investments in 2021 to focus on maintaining production levels while generating flat to positive free cash flow. Even so, production volumes may decline somewhat if Brent prices do not remain above $50 per bbl. The company has focused on reducing its costs since it became a public company in 2014, however, its margins are not sufficient to support investments to grow production, despite selling its production at prices close to the Brent index price. The company benefits from its large scale and legacy production with significant infrastructure as one of the largest operators in California. CRC's well-defined, mature asset base, which has a shallow decline rate of 10% - 15% per year, and the quality of CRC's reserves base are positives. The predominately oil reserves (about three-quarters of production is liquids) are in multiple basins in California and have a reserve life index that is longer than most peers. The SGL-3 Speculative Grade Liquidity (SGL) Rating reflects Moody's expectation that CRC will have adequate liquidity through 2021, supported by cash flow from operations and its revolver credit facility due April 2024. Moody's expects CRC will limit its capital spending such that it does not materially outspend internally generated cash flow, but if Brent oil prices are below $50 per bbl, production volumes could remain flat or decline modestly. The revolver has a $1.2 billion borrowing base and $540 million of commitments. Moody's expects the company will have ample headroom under the credit agreement's financial covenants - a maximum total net leverage ratio of 3.0x and minimum current ratio of 1.0x. The next debt maturity is in 2024. The stable outlook reflects Moody's expectation that CRC will weather the low and volatile oil & gas price environment and limit any decline in production volumes without needing significant debt financing. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company generates retained cash flow to debt above 30 percent on a consistent basis, stable or growing production volumes and positive free cash flow. The ratings could be downgraded if retained cash flow to debt falls below 15 percent, production volumes decline or liquidity weakens. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. California Resources Corporation, headquartered in Santa Clarita, is an independent, exploration and production company operating exclusively in California. CALIFORNIA RESOURCES: S&P Assigns 'B' ICR; Outlook Stable --------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Santa Clarita, Calif.-based oil and gas exploration and production company California Resources Corp. (CRC). S&P said, "We are also assigning a 'B+' issue-level rating to the proposed debt issue, with a recovery rating of '2', indicating our expectation for substantial recovery in the event of a default." The outlook is stable, reflecting S&P's expectation that CRC's production and reserves will modestly decline under the rating agency's current price assumptions, but it will continue to maintain funds from operations (FFO) to debt above 30% on a sustained basis while generating positive free cash flow. S&P said, "Our view on CRC's business risk profile primarily reflects its high cost structure, our expectation of a modest decline in production and reserves given our commodity price outlook, and lack of diversification outside of California." These factors are partially offset by a focus on crude oil production, which is typically more profitable than natural gas production, a relatively large reserve size compared to 'B' rated peers, and a shallow natural production decline. As of Dec. 1, 2020, CRC had estimated proved reserves of 448 million barrels of oil equivalent (mmboe), about 65% of which was proved developed and 71% crude oil. The company had production of 113,000 barrels of oil equivalent (boe) per day of production for the first 9 months of 2020 of which 62% was crude oil. CRC uses secondary recovery techniques to produce oil, for which per unit production costs are higher than primary recovery methods due to the costs of electricity, and natural gas among other components necessary for stimulating production. S&P said, "Under our price assumptions for West Texas Intermediate (WTI) below $50 per barrel (bbl) in 2021 and 2022, we believe CRC will focus on maintaining margins and cash flows, and that reserves and production will modestly decline." However, CRC has an above-average proved developed reserve life of over 12 years that reflects its focus on secondary oil production, which has a low decline rate. It will help CRC support its liquidity by allowing it to reduce capital spending in line with cash flow if crude oil prices fall. The company is a leading producer in California and has a long-standing track record of working with state and local regulators, which mitigates some of our concerns over California's tighter regulatory environment." "CRC's balance sheet is much stronger post emergence, and we expect the company's debt leverage and financial policy to remain conservative. Under our commodity price assumptions, we forecast the company to maintain debt to EBITDA of about 2.5x and FFO to debt of about 35% over the next couple of years. We also expect the company to generate free cash flow in excess of $100 million in 2021, and about $50 million thereafter. CRC has hedged about 75% of its proved developed producing (PDP) oil through the third quarter of 2022, which should protect cash flows on the downside for the next 18 to 24 months. Our debt figures also include about $500 million of debt adjustments, primarily asset-retirement and post-retirement benefit obligations. We note, however, that post-emergence, CRC's interest debt burden is greatly reduced and is no longer a drag on its ability to generate cash flow for capital spending and debt repayment." CRC is more exposed to regulatory risk than peers. S&P applies a negative peer comparison modifier of one notch to CRC's anchor, to reflect CRC's high cost structure, lack of diversification outside of California (where the regulatory environment is less supportive for the oil industry), and the lack of track record of the company post-emergence from bankruptcy. S&P said, "Our stable outlook reflects our expectation that CRC's production and reserves will modestly decline under our current price assumptions, but that it will continue to maintain FFO to debt above 30% on a sustained basis." "We could lower the rating if FFO/debt declined below 20% without near-term remediation. This scenario would most likely occur if Brent prices declined below $40/bbl for a sustained period, or if the company were to increase its capital spending without a commensurate increase in production." "We believe an upgrade is unlikely given our expectations that CRC's production and reserves will likely decrease within the short to medium term under our commodity price assumptions. We could raise our rating on CRC if it is able to maintain stable production and reserves stable while maintaining FFO to debt approaching 45% on sustained basis, or if it significantly diversifies outside of California while maintaining FFO to debt above 30%." CAPITAL FARM: S&P Rates $200MM Preferred Stock 'BB' --------------------------------------------------- S&P Global Ratings assigned its 'BB' rating to Capital Farm Credit ACA's $200 million offering of Class A noncumulative preferred stock. S&P's issue rating is notched from the company's 'bbb' stand-alone credit profile and reflects the issue's subordination and coupon deferability features. S&P Global Ratings maintains a 'BBB' issuer credit rating with a stable outlook on Capital Farm Credit ACA. Ratings List New Rating Capital Farm Credit, ACA Preferred Stock BB CAPITAL TRUCK: Asks Court to Extend Plan Exclusivity Until July 9 ----------------------------------------------------------------- Debtor Capital Truck, Inc. d/b/a Mack Sales of Tallahassee requests the U.S. Bankruptcy Court for the Northern District of Florida, Tallahassee Division to extend the exclusive periods during which the Debtor may file a Chapter 11 plan through and including July 9, 2021, and solicit acceptances for the plan through and including September 7, 2021. As the Court is aware, since the sale was consummated, the Debtor and several of the creditors have attempted to resolve priority disputes with respect to the sale proceeds, cash collateral, and other assets. Currently, the Debtor and several creditors are scheduled to attend mediation on February 16 and 17, 2021 to attempt to resolve all disputes. If successful, the Debtor intends to formulate a plan of liquidation as expeditiously as possible. The Debtor has ceased operations and has generally paid post-petition debts as they come due and the Debtor believes it is in compliance with all of the operating guidelines of the United States Trustee, and it will bring monthly reports current. The Debtor requests this extension to provide it with additional time to formulate a plan of liquidation and to object to claims as appropriate in an effort to distribute proceeds from the sale of substantially all of its assets. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/2N0AWLr at no extra charge. About Capital Truck Capital Truck, Inc., a company based in Tallahassee, Fla., filed a Chapter 11 petition (Bankr. N.D. Fla. Case No. 20-40287) on July 14, 2020. Capital Truck President Mark Thomas signed the petition. At the time of the filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The cases are assigned to Judge Karen K. Specie. Bruner Wright, P.A. is the Debtor's bankruptcy counsel. CBL & ASSOCIATES: Mall Execs Get 90-Day Stay on Stockholder Lawsuit ------------------------------------------------------------------- Law360 reports that several current and former executives of mall owner CBL & Associates will get a 90-day reprieve from a federal stockholder lawsuit, after a Texas bankruptcy court judge extended the stay on litigation during CBL's Chapter 11 reorganization. U.S. Bankruptcy Court Judge David R. Jones agreed Friday, Jan. 15, 2021, that the bankruptcy stay would be extended to cover six current and former CBL & Associates Properties Inc. executives named in the Tennessee-based stockholder suit for 90 days while they helped the Chattanooga-based company negotiate its reorganization plan. About CBL & Associates Properties CBL & Associates Properties, Inc. -- http://www.cblproperties.com/ -- is a self-managed, self-administered, fully integrated real estate investment trust (REIT) that is engaged in the ownership, development, acquisition, leasing, management and operation of regional shopping malls, open-air and mixed-use centers, outlet centers, associated centers, community centers, and office properties. CBL's portfolio is comprised of 107 properties totaling 66.7 million square feet across 26 states, including 65 high-quality enclosed, outlet and open-air retail centers and 8 properties managed for third parties. It seeks to continuously strengthen its company and portfolio through active management, aggressive leasing and profitable reinvestment in its properties. CBL, CBL & Associates Limited Partnership and certain other related entities filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in Houston, Texas, on Nov. 1, 2020 (Bankr. S.D. Tex. Lead Case No. 20-35226). The Debtors have tapped Weil, Gotshal & Manges LLP as their legal counsel, Moelis & Company as restructuring advisor and Berkeley Research Group, LLC as financial advisor. Epiq Corporate Restructuring, LLC, is the claims agent. CEC ENTERTAINMENT: S&P Rates $175MM 2nd-Lien Exit Term Loan 'CCC' ----------------------------------------------------------------- S&P Global Ratings assigned its 'CCC' issue-level rating and '4' recovery rating to CEC Entertainment LLC's new $175 million second-lien exit term loan due 2027. The '4' recovery rating indicated its expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of a default. S&P's 'CCC' issuer credit rating and negative outlook on CEC are unchanged. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- CEC's capital structure comprises a $200 million first-lien first-out exit facility due 2025 and a second-lien $175 million term loan due 2027. -- S&P simulates a default occurring in 2022 because of a steep decline in sales and EBITDA stemming from unfavorable industry conditions and a global recession. -- Given the scale of the business and its customer base, S&P values the company as a going concern and believes that it would reorganize in a bankruptcy scenario. Specifically, S&P values CEC by applying a 5.0x multiple to the rating agency's estimate of the company's emergence EBITA. Simulated default assumptions -- Simulated year of default: 2022 -- EBITDA at emergence: $62.4 million -- Implied enterprise value (EV) multiple: 5x -- Estimated gross EV at emergence: About $312 million Simplified waterfall -- Net EV after 5% administrative costs: $296 million -- Valuation split(obligors/nonobligors/unpledged): 100%/0%/0% -- First-lien exit term loan claims: $231 million* -- Recovery expectations: 90%-100% (rounded estimate: 95%) -- Second-lien exit term loan claims: $192 million* -- Recovery expectations: 30%-50% (rounded estimate: 30%) *Includes six months of prepetition interest. CHECKERS HOLDINGS: Moody's Affirms Caa2 CFR, Outlook Stable ----------------------------------------------------------- Moody's Investors Service affirmed the ratings of Checkers Holdings, Inc. including its Caa2 corporate family rating, Caa2-PD/LD (/LD appended) probability of default rating and Caa1 senior secured 1st lien term loan and 1st lien revolver. The outlook was changed to stable from negative. At the same time, Checkers' Probability of Default Rating was appended with the "/LD" (limited default) designation following its conversion of $52 million of the accreted value of its 2nd lien secured into new series C payment-in-kind preferred equity. Moody's constitutes the exchange of 2nd lien debt to preferred equity as a distressed exchange, which is a limited default under Moody's definition of default. Moody's will remove the "/LD" designation from the company's PDR after three days. The affirmation of the Caa2 CFR reflects governance considerations particularly Checkers' financial strategies given the high risk for further distressed exchanges given its ongoing very high leverage and weak interest coverage. As a part of its recent amendments, Checkers now has the ability to use additional series C PIK preferred equity commitments to purchase 80% of the remaining existing 2nd lien term loan and new money second lien term loan upon satisfaction of certain conditions. Consumer spending remains a key concern as government restrictions and consumer habits remain uncertain due the ongoing coronavirus pandemic as well as waning government support and an unemployment rate that remains high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. "Despite the company's improved operating performance and additional liquidity provided through additional 2nd lien debt, Moody's believes that Checkers ability to improve operating performance to a sustained level that will generate the free cash flow necessary to service its debt and preferred equity on a cash basis remains uncertain," stated Bill Fahy, a senior credit officer with Moody's. The change in outlook to stable reflects the company's improved same store sales performance over the past several quarters, adequate liquidity and absence of any near term maturities. Checkers' liquidity has improved following an infusion of $20 million of additional liquidity received from the company's owners Oak Hill Capital Partners through a new $25 million 2nd lien term loan. Checkers also entered into an amendment with its 1st lien senior secured term loan lenders which extended by one-year the maturity date of its 1st lien senior secured revolver and 1st lien senior secured restatement date term loan to April 2023. The amendment also relaxed the financial maintenance covenants on all of its 1st lien senior secured debt including its $186 million of outstanding 1st lien senior secured term loan. Affirmations: Issuer: Checkers Holdings, Inc. Probability of Default Rating, Affirmed Caa2-PD/LD (/LD appended) Corporate Family Rating, Affirmed Caa2 Senior Secured Bank Credit Facility, Affirmed Caa1(LGD3) Issuer: Checkers Holdings, Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Checkers' Caa2 credit profile is constrained by its very high leverage and weak coverage with debt to EBITDA on a Moody's adjusted basis at about 10.0 times and EBIT to interest coverage of around 0.46 times for the latest 12-month period ended September 30, 2020. Moody's believes that given this high level of leverage that there is a high potential for additional distressed exchanges. The Caa2 rating also acknowledges the uncertainty surrounding the sustainability of the company's recovery given the ongoing coronavirus pandemic and high unemployment. Positive credit consideration is given to the company's off-premise focused business model, high level of brand awareness, reasonable scale, and adequate liquidity. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of the restaurant sector from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. Checkers private ownership is a rating factor given the potential implications from both a capital structure and operating perspective. Financial policies are always a key concern of privately-owned companies with regards to the potential for higher leverage, extractions of cash flow via dividends, or more aggressive growth strategies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A higher rating would require that Checkers financial results improve to a level that can support its current capital structure once the Pay-In-Kind interest and dividend requirement converts back to cash pay. Checkers ratings could be downgraded if operating performance does not improve substantially on a sustained basis or should liquidity weaken. Checkers Holdings, Inc. is the parent holding company of Checkers Drive-in Restaurants, Inc. which owns, operates, and franchises hamburger quick service restaurants under the brand names Checkers and Rally's Hamburgers. Annual revenues are approximately $300 million. Checkers is owned by Oak Hill Capital Partners and management. The principal methodology used in these ratings was Restaurant Industry published in January 2018. CHESAPEAKE ENERGY: Davis, Vinson 4th Update on FILO Term Lenders ---------------------------------------------------------------- In the Chapter 11 cases of Chesapeake Energy Corporation, et al., the law firms of Davis Polk & Wardwell LLP and Vinson & Elkins LLP submitted a fourth amended verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of FLLO Term Loan Lenders that that they are representing. In or around April 2020, a group formed by certain lenders under that certain Term Loan Agreement, dated December 19, 2019, by and among Chesapeake Energy Corporation, the subsidiary borrowers party thereto, the lenders and other parties thereto, and GLAS USA LLC, as administrative agent formally engaged Davis Polk to represent it in connection with a potential restructuring of the Debtors. In or around May 2020, the Ad Hoc Group of FLLO Term Loan Lenders engaged Vinson & Elkins LLP to represent it as Texas bankruptcy counsel. In addition to the Ad Hoc Group of FLLO Term Lenders, a separate team of attorneys at Davis Polk represents Williams Company in these Chapter 11 Cases. Davis Polk does not represent or purport to represent any entities other than the Ad Hoc Group of FLLO Term Loan Lenders and Williams Company in connection with the Chapter 11 Cases. Vinson & Elkins represents only the Ad Hoc Group of FLLO Term Loan Lenders. Vinson & Elkins does not represent or purport to represent any entities other than the Ad Hoc Group of FLLO Term Loan Lenders in connection with the Chapter 11 Cases. The Members of the Ad Hoc Group of FLLO Term Loan Lenders, collectively, beneficially own or manage: a. $1,277,727,774 in aggregate principal amount of the loans under the FLLO Credit Agreement; b. $56,968,818 in aggregate principal amount of the loans under that certain amended and restated credit agreement, dated as of September 12, 2018, by and among Chesapeake Energy Corporation, as borrower, the Debtor guarantors party thereto, MUFG Union Bank, N.A., as administrative agent, and the other lender, issuer, and agent parties thereto; c. $457,622,000 in aggregate outstanding amount of the notes issued under that certain indenture for certain 11.5% senior secured notes due 2025 dated as of December 19, 2019; d. $682,704,500 in aggregate outstanding amount of unsecured notes issued by Chesapeake Energy Corporation, including convertible notes; e. $61,107,783 in aggregate commitments Revolving DIP Loans under the DIP Facility; f. $75,676,993 in Roll-Up Loans under the DIP Facility. g. (296,492) shares of the common stock; and h. $7,150,000 in aggregate par value of convertible preferred stock issued by Chesapeake Energy Corporation. As of Jan. 12, 2021, members of the Ad Hoc Group FLLO Term Loan Lenders and their disclosable economic interests are: ALTA FUNDAMENTAL ADVISERS LLC 1500 Broadway Suite 704 New York, NY 10036 * $17,000,000.00 in aggregate principal amount of FLLO Term Loans * $16,750,000 in aggregate outstanding amount of Unsecured Notes APPALOOSA LP 51 John F Kennedy Pkwy Short Hills, NJ 07078 * $87,800,000.00 in aggregate principal amount of FLLO Term Loans * $131,168,000 in aggregate outstanding amount of 2L Notes BLACKROCK FINANCIAL MANAGEMENT, INC 55 E. 52nd Street New York, NY 10055 * $126,800,000 in aggregate principal amount of FLLO Term Loans * $68,946,000 in aggregate principal amount of Unsecured Notes CAPITAL RESEARCH AND MANAGEMENT COMPANY 333 South Hope St., 55th Floor Los Angeles, CA 90071 * $84,500,000 in aggregate principal amount of FLLO Term Loans * $113,553,000 in aggregate outstanding amount of 2L Notes * $74,911,000 in aggregate outstanding amount of Unsecured Notes CARVAL INVESTORS, LP 461 5th Ave. New York, NY 10017 * $63,240,000 in aggregate principal amount of FLLO Term Loans * $118,000,000 in aggregate outstanding amount of Unsecured Notes CITADEL ADVISORS LLC 601 Lexington Ave. New York, NY 10022 * (220,000) shares of Common Stock * $7,150,000 of Convertible Preferred Stock * $29,170,000 in aggregate principal amount of FLLO Term Loans * $2,500,000 in aggregate outstanding amount of 2L Notes * $3,000,000 in aggregate outstanding amount of Unsecured Notes * (76,492) shares of Common Stock (includes short position) CYRUS CAPITAL PARTNERS, L.P. 65 East 55th St., 35th Floor New York, NY 10022 * $3,381,714 in aggregate principal amount of FLLO Term Loans * $12,712,000 in aggregate outstanding amount of 2L Notes D.E. SHAW GALVANIC PORTFOLIOS, L.L.C. 1166 Avenue of the Americas 9th Floor New York, NY 10036 * $108,478,000 in aggregate principal amount of FLLO Term Loans * $83,186,000 in aggregate outstanding amount of 2L Notes * $189,679,500 in aggregate outstanding amount of Unsecured Notes FIDELITY MANAGEMENT & RESEARCH 200 Seaport Blvd. Boston, MA 02210 * $230,855,000 in aggregate principal amount of FLLO Term Loans * $44,192,000 in aggregate outstanding amount of 2L Notes * $85,412,000 in aggregate outstanding amount of Unsecured Notes GLENDON CAPITAL MANAGEMENT L.P. 2425 Olympic Blvd. Suite 500E Santa Monica, CA 90404 * $64,785,000 in aggregate principal amount of FLLO Term Loans * $21,746,000 in aggregate outstanding amount of 2L Notes * $99,130,000 in aggregate outstanding amount of Unsecured Notes KEYFRAME CAPITAL PARTNERS, L.P. 65 East 55th St., 35th Floor New York, NY 10022 * $4,404,286 in aggregate principal amount of FLLO Term Loans * $6,288,000 in aggregate outstanding amount of 2L Notes KING STREET CAPITAL MANAGEMENT, L.P. 299 Park Ave., #40 New York, NY 10171 * $17,382,000 in aggregate principal amount of FLLO Term Loans * $42,277,000 in aggregate outstanding amount of 2L Notes * $25,876,000 in aggregate outstanding amount of Unsecured Notes OAKTREE CAPITAL MANAGEMENT 333 South Grand Ave. 28th Floor Los Angeles, CA 90071 * $225,206,774 in aggregate principal amount of FLLO Term Loans * $56,968,818 in aggregate principal amount of Revolving Credit Facility Loans * $61,107,783 in aggregate commitments Revolving DIP Loans under the DIP Facility * $75,676,993 in Roll-Up Loans under the DIP Facility PALOMA PARTNERS MANAGEMENT COMPANY Two American Lane Greenwich, CT 06836 * $2,000,000 in aggregate principal amount of FLLO Term Loans * $1,000,000 in aggregate outstanding amount of Unsecured Notes PGIM, INC. Prudential Tower 655 Broad Street, 8th Floor Newark, New Jersey 07102 * $212,725,000 in aggregate principal amount of FLLO Term Loans Counsel to the FILO Ad Hoc Group can be reached at: DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. Darren S. Klein, Esq. Benjamin S. Kaminetzky, Esq. Aryeh Ethan Falk, Esq. Daniel Rudewicz, Esq. 450 Lexington Avenue New York, NY 10017 Tel: 212-450-4169 Fax: 212-701-5800 Email: damian.schaible@davispolk.com darren.klein@davispolk.com ben.kaminetzky@davispolk.com aryeh.falk@davispolk.com daniel.rudewicz@davispolk.com - and - VINSON & ELKINS LLP Harry A. Perrin, Esq. Emily S. Tomlinson, Esq. 1001 Fannin Street, Suite 2500 Houston, TX 77002-6760 Tel: 713.758.2222 Fax: 713.758.2346 Email: hperrin@velaw.com etomlinson@velaw.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3imBgzN 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. CLEARPOINT NEURO: Expects Q4 Revenue of $3.7 Million ---------------------------------------------------- ClearPoint Neuro, Inc. reported preliminary unaudited revenue results for the quarter and full year ended Dec. 31, 2020. Preliminary 2020 Results: * Preliminary unaudited revenue for the fourth quarter of 2020 will be approximately $3.7 million, an increase of 14% over the same period in 2019. Preliminary revenue for the full-year 2020 will be an estimated $12.8 million, representing 14% growth from 2019. * The Company supported 175 cases in the fourth quarter of 2020 against the backdrop of continued postponements of elective procedures due to the COVID-19 pandemic. * Cash used in operations for the quarter and year ended Dec. 31, 2020, is expected to be approximately $2.4 million and $7.9 million, respectively. The full-year amount includes the payment of $1.0 million in accumulated interest on secured indebtedness that the Company repaid in January 2020. * The Company had approximately $20.1 million in cash and cash equivalents at Dec. 31, 2020. "We were pleased with our revenue performance in the fourth quarter, augmented by capital purchases of ClearPoint installations," commented Joe Burnett, president and chief executive officer of ClearPoint Neuro. "While some hospitals have resumed capital acquisition activities, we, like most of our peers, continue to see the adverse impact of the most recent surge of COVID-19 cases globally, and we expect downward pressure on elective procedures to continue at least through the first half of 2021. I look forward to providing more detail on our full fourth quarter earnings call, the specifics of which we plan to announce next month." About ClearPoint Neuro ClearPoint Neuro formerly MRI Interventions, Inc. -- http://www.clearpointneuro.com-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. Applications of the Company's current product portfolio include deep-brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics, and gene therapy to the brain. Clearpoint recorded a net loss of $5.54 million for the year ended Dec. 31, 2019, compared to a net loss of $6.16 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $21.85 million in total assets, $21.70 million in total liabilities, and $149,100 in total stockholders' equity. CP ATLAS BUYER: Moody's Retains B3 CFR Amid $175MM Add-on Notes --------------------------------------------------------------- Moody's Investors Service said CP Atlas Buyer Inc.'s B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured bank credit facility rating and Caa2 senior unsecured notes rating are unchanged following the company's announced $175 million add-on to its 7% senior unsecured notes due 2028. The outlook remains stable. The proceeds of the add-on will be used to fund a distribution to the company's equity owner, Centerbridge Partners, L.P. The transaction will modestly increase leverage to 6.8x on a pro forma basis as of December 31, 2020 from Moody's previous assumption of 6.7x. CP Atlas Buyer's B3 CFR reflects the company's high debt leverage, which Moody's expects will be maintained at or above 6.6x through 2022. Moody's expectations incorporate modest topline growth coupled with margin expansion due to favorable fundamentals that support investment in home improvement, which bolsters demand for bathware products. Moody's expects the building products sector to continue to benefit from a shift in consumers' discretionary spending to home improvement over the next twelve months as many employees continue to regularly work from home as a result of the coronavirus pandemic. Furthermore, margin improvement considers synergies from the recent acquisition of DreamLine, including procurement and freight optimization, reduced overhead and cross-selling opportunities between CP Atlas Buyer and DreamLine channels. Margins will also be bolstered by ongoing cost saving measures, initiatives and the active management of freight costs. Moody's rating also considers the concentration with big box retailers that exposes the company to sudden shifts in demand. Moody's acknowledges that builders and contractors are key drivers of sales through the company's channels. CP Atlas Buyer's liquidity is expected to be good over the next 12 to 18 months and considers Moody's expectation of positive free cash flow of $85-90 million in both 2021 and 2022. Liquidity is supported by the expectation of ample availability under the company's $125 million revolver. The revolver is subject to a springing maximum first lien secured leverage ratio of 7.75x that is tested when utilization rises above 35%, which Moody's does not expect the company to trigger over the next 12-18 months. Alternative sources of liquidity are limited as the majority of the company's assets are encumbered by secured debt. Governance considerations include Moody's expectations that CP Atlas Buyer will maintain an aggressive financial policy that favors shareholders over creditors. The company has historically grown through debt funded acquisitions and Moody's expects that strategy to continue. Furthermore, given the private equity ownership, Moody's expects the company to pay dividends, possibly with additional debt, from time to time. The return of a meaningful amount of capital through a debt financed dividend within only a few months of the sponsor's ownership is viewed by Moody's as being very aggressive. CP Atlas Buyer, Inc. is a major U.S. and Canadian manufacturer and distributor of bathware constructed from gelcoat, sheet molded compound, porcelain on steel, acrylic, and solid surface. The company also manufactures shower doors and shower wall panels. The company is owned by Centerbridge Partners, L.P., a private equity firm that acquired the company in 2020. For the 12 months ended September 30, 2020, the company generated approximately $1 billion in revenue, which is pro forma for recent acquisitions. CP ATLAS: S&P Downgrades ICR to 'B-' on Debt-Financed Dividend -------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. bath fixture manufacturer CP Atlas Buyer Inc. (doing business as American Bath Group) to 'B-' from 'B' . At the same time, S&P is lowering its issue-level ratings on the company's first-lien credit facilities (including the revolver) to 'B-' from 'B' and on the existing unsecured notes to 'CCC' from 'CCC+'. S&P is also assigning 'CCC' issue-level rating to the proposed add-on to the senior notes. The stable outlook reflects S&P's expectation the increased debt load for the company will be somewhat offset by strong end-market demand. CP Atlas Buyer intends to issue a $175 million add-on to its existing senior notes due 2028 to fund a dividend payment to its sponsors, Centerbridge Partners. The proposed dividend recapitalization revises S&P's adjusted leverage expectations to 7x-8x for the next few quarters, versus the prior expectations of 6.5x-7x. S&P believes the $175 million add-on to the unsecured senior notes due 2028 to finance the dividend payout to the sponsors will further pressure the company's currently weak credit measures. S&P's view reflects the company's aggressive financial policies, as the proposed debt-financed dividend distribution will heighten credit risk, before the realization of any synergies or incremental cashflows from recent acquisitions. S&P believes year-end 2020 leverage will be elevated due the debt-financed acquisitions that closed in December 2020. But, S&P expected this deterioration to be temporary and leverage to return to 6.5x-7x over the next few quarters. However, the debt-financed dividend payment will cause the adjusted leverage to remain in the 7x-8x range through the end of 2021, a level S&P views as commensurate with a 'B-' rating. In December 2020, the company closed its acquisition of DreamLine, a leading manufacturer of shower doors, and a smaller bolt-on acquisition of shower and bathtub maker Salo. These acquisitions were primarily funded under the term loan facility and the revolver. Strong organic growth, combined with the integration of the recent acquisitions, should drive the company's performance in 2021. Tailwinds from repair and remodel, as well as new construction end markets, drove the company's strong performance through 2020. Further, this momentum is expected to continue at least through the first half of 2021, reflected by a strong order backlog. As input cost inflation picks up, the company's ability to implement price increases while achieving organic growth will drive its overall top-line and earnings growth in 2021. The other major factor driving the company's performance in 2021 is its efforts to integrate DreamLine, while making progress toward expected cost savings and synergies. The company has a good track record of integrating past acquisitions and achieving the identified synergies. Therefore, S&P thinks the integration risks involved would be relatively modest. If the company successfully achieves targeted synergistic benefits, credit metrics could improve during the second half of this year. The stable outlook on CP Atlas Buyer reflects S&P's belief that its increased debt burden will be somewhat offset by the tailwinds from end markets. As such, S&P expects the company's adjusted leverage to remain 7x-8x over the next 12 months. S&P could lower the ratings on CP Atlas Buyer over the next 12 months if: -- S&P views its capital structure as unsustainable, exhibited by adjusted leverage deteriorating to above 8x or EBITDA interest coverage trending toward 1x. This scenario could materialize in the case of severe downturn such that demand for the company's products drastically declines or higher-than-expected input prices cannot be passed on, as higher prices compress margins. -- The company maintains an aggressive financial policy--for instance, using debt to fund additional distributions or acquisitions--causing leverage to stay above 8x. S&P could raise its rating on CP Atlas Buyer over the next 12 months if: -- Sustained organic growth or integration efforts result in higher-than-expected earnings, such that adjusted leverage improves to under 6x and S&P expected that level to be maintained. -- The financial sponsors to commit to maintaining leverage below 6x permanently. CYTOSORBENTS CORP: Reports Preliminary Q4, Full Year 2020 Revenue ----------------------------------------------------------------- CytoSorbents Corporation pre-announced preliminary unaudited fourth quarter 2020 and full-year 2020 results ahead of filing its Form 10-K. The Company expects to announce the following: * Cumulative CytoSorb treatments delivered exceeded 121,000, up from 80,000 at the end of 2019 * Preliminary 2020 unaudited Total Revenue, which includes product sales and grant revenue, was approximately $40.8 million versus $24.9 million in 2019 * Preliminary 2020 unaudited Product Sales increased 73% to approximately $39.5 million, from $22.8 million in 2019, driven by strength across all sales units * Preliminary Q4 2020 unaudited Total Revenue was approximately $11.8 million versus $7.4 million in Q4 2019 * Preliminary Q4 2020 unaudited Product Sales rose 74% to approximately $11.5 million, compared to $6.6 million in Q4 2019 * Preliminary blended product gross margins are expected to approach 80% for Q4 2020, mixing higher margin direct and lower margin distributor and partner sales * Strong cash balance at the end of 2020 was in excess of $71 million, following the repayment of the $15 million term loan from Bridge Bank in Q4 2020 Dr. Phillip Chan, chief executive officer of CytoSorbents stated, "Our record financial performance in 2020 reflects the underlying strength of our core businesses in critical care and cardiac surgery, aided by broad-based demand for CytoSorb as a powerful therapy to treat cytokine storm and hyperinflammation in mechanically ventilated COVID-19 patients. By leveraging our existing businesses, with new opportunities such as liver disease and the removal of blood thinners in cardiothoracic surgery, we believe 2021 will be another year of strong growth. We plan to provide more detail on the year ahead in a stockholder's letter later this month." About CytoSorbents Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is engaged in critical care immunotherapy, specializing in blood purification. Its flagship product, CytoSorb is approved in the European Union with distribution in 66 countries around the world, as an extracorporeal cytokine adsorber designed to reduce the "cytokine storm" or "cytokine release syndrome" that could otherwise cause massive inflammation, organ failure and death in common critical illnesses. These are conditions where the risk of death is extremely high, yet no effective treatments exist. As of Sept. 30, 2020, the Company had $104.28 million in total assets, $24.05 million in total liabilities, and $80.23 million in total stockholders' equity. WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's auditor since 2004, issued a "going concern" qualification in its report dated March 5, 2020 citing that the Company sustained net losses for the years ended Dec. 31, 2019, 2018 and 2017 of approximately $19.3 million, $17.2 million and $8.5 million, respectively. Further, the Company believes it will have to raise additional capital to fund its planned operations for the 12 month period through March 2021. These matters raise substantial doubt regarding the Company's ability to continue as a going concern. DAVIDZON RADIO: Case Summary & 3 Unsecured Creditors ---------------------------------------------------- Debtor: Davidzon Radio, Inc. 860 Valley Brook Road Lyndhurst, NJ 07071 Business Description: Davidzon Radio Inc. operates in the radio broadcasting industry. Chapter 11 Petition Date: January 15, 2021 Court: United States Bankruptcy Court District of New Jersey Case No.: 21-10345 Debtor's Counsel: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 3099 Coney Island Avenue 3rd Floor Brooklyn, NY 11235 Tel: (718) 513-3145 Fax: (347) 342-3156 E-mail: alla@kachanlaw.com Total Assets: $4,500,500 Total Liabilities: $8,000,000 The petition was signed by Sam Katsman, principal. A copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/X3CHZLA/Davidzon_Radio_Inc__njbke-21-10345__0001.0.pdf?mcid=tGE4TAMA DESTILERIA NACIONAL: Counters Miramar's Takeover Plan With Own Plan ------------------------------------------------------------------- Destileria Nacional, Inc., submitted its own Chapter 11 Plan and a Disclosure Statement on Jan. 13, 2020. On Dec. 31, 2020, Miramar Brewery, LLC, filed a Disclosure Statement and competing Plan of Reorganization. The Court has conditionally approved the Disclosure Statement, set a Feb. 12 hearing to consider confirmation of Miramar' Plan. The Debtor noted that if the Court considers and confirms MB's Plan, the Debtor's Plan becomes moot. Accordingly, the Debtor asked the Court to consider both plans at the same hearing. The Court has granted the Debtor's urgent motion on Jan. 14. Debtor's Plan Under the Debtor's Plan, it is anticipated that the Debtor will continue its operation unless a new lockdown order is entered in response to the COVID-19 pandemic. In such case, the Debtor's operation will be modified to comply with any future executive order. In any scenario, the Debtor will continue under the current management in specific Dr. William Cruz, its president. The Plan will be funded from the income generated from the business operation, as well as funding from external sources such as equity holders or party in interest. Under the Plan, holders of Class 2 postpetition trade claims are unimpaired. Holders of Class 3 prepetition unsecured trade claim, which are impaired, will receive their pro rata share of the Debtor's available funds until each holder receives up to 95% dividend of its allowed Claim. Class 4: Prepetition Judgment Creditors are impaired. On Dec. 19, 2018, a judgment was entered against the Debtor in the amount of $252,130 in the case styled as Porfirio DiazTorres, et al. v. Destileria Nacional, Inc., et al. This judgment is currently being disputed. Should an adverse resolution be entered holding Debtor is obligated under the terms of the judgment and such determination is final and unappealable, said claimants will receive their pro rata share up to 52% in 72 monthly payments. Holders of common interests will neither receive nor retain any property of the Estate unless the stockholder provides new value or additional cash to fund the operation and plan distributions. A full-text copy of the Debtor's Disclosure Statement dated Jan. 13, 2021, is available at https://bit.ly/2LWzQzJ from PacerMonitor.com at no charge. The Debtor's counsel: Isabel M. Fullana ISABEL FULLANA-FRATI CELLI & Assocs., p .s.c. 268 Ave. Ponce de Leon Ste. 1002 San Juan, Puerto Rico 00918 Tel: (787) 766-2530 Fax: (787) 756-7800 E-mail: ifullana@gaflegal.com Miramar's Plan As reported in the TCR, creditor Miramar Brewing LLC filed a Chapter 11 Small Business Plan that provides that Miramar intends to acquire assets of the Debtor, free and clear of liens and encumbrances, for the continued operation of the related business. The primary purpose of the Plan is to provide for payment to all creditors, including administrative and priority claimants, and creditors holding general unsecured claims, in full satisfaction of their claims, on the Effective Date, through the purchase of all of the assets of the Debtor by Miramar. Holders of Class 2 general unsecured claims in the aggregate sum of approximately $489,835 will receive payment from the sum of $437,901, equivalent to approximately 90 percent of the total amount of claims, to be distributed pro rata, on the Effective Date. 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. 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. DIOCESE OF ROCKVILLE: Court Extends Claim Deadline of Abuse Victims ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that sexual abuse victims with claims against the bankrupt Roman Catholic Diocese of Rockville Centre will have the same amount of time to file their claims as they would in civil court. The deadline date for abuse claims in Rockville Centre's Chapter 11 case will coincide with the deadline under New York's Child Victims Act, Judge Shelley Chapman of the U.S. Bankruptcy Court for the Southern District of New York ruled Thursday, January 14, 2021. The 2019 state law gives accusers under the age of 55 the ability to file claims related to decades-old abuse by expanding the statute of limitations. About The Roman Catholic Diocese of Rockville Centre, New York The Roman Catholic Diocese of Rockville Centre, New York is the seat of the Roman Catholic Church on Long Island. The Diocese has been under the leadership of Bishop John O. Barres since February 2017. The State of New York established the Diocese as a religious corporation in 1958. The Diocese is one of eight Catholic dioceses in New York, including the Archdiocese of New York. The Diocese's total Catholic population is approximately 1.4 million, roughly half of Long Island's total population of 3.0 million. The Diocese is the eighth largest diocese in the United States when measured by the number of baptized Catholics. The Roman Catholic Diocese of Rockville Centre, New York, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 20-12345) on Sept. 30, 2020. The Diocese was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Hon. Shelley C. Chapman is the case judge. The Diocese tapped Jones Day as legal counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Sitrick and Company, Inc., as communications consultant. Epiq Corporate Restructuring, LLC, is the claims agent. The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in the Chapter 11 case. The Committee retained Pachulski Stang Ziehl & Jones LLP as its legal counsel. DYCOM INDUSTRIES: Moody's Completes Review, Retains Ba2 CFR ----------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Dycom Industries, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Dycom's Ba2 corporate family rating is supported by the positive outlook for capital spending in the telecom sector due to growing demand for greater bandwidth and the deployment of fiber to enable video offerings and increased data transmission speeds over networks. Dycom's rating also reflects its relatively low leverage and long-standing customer relationships with large telecommunication service companies, which is reflected in its sizeable order backlog and provides some revenue visibility for services under contract. Dycom's rating is constrained by its inconsistent free cash flow generation as well as its high customer concentration with its top four customers compromising about 70% of total revenues and its dependence on the capital expenditure budgets of major telecommunications and cable television providers, which are subject to both seasonality and cyclicality. The principal methodology used for this review was Construction Industry published in March 2017. EBONY MEDIA: Creditor Critics $1.4M Offset in Ch. 11 Sale Price --------------------------------------------------------------- Law360 reports that a major creditor of Ebony Media is asking a Texas bankruptcy judge to put the company back up for auction after the publisher's buyer asked to shave $1.4 million off its $14 million sale price over the failure to secure a photo licensing deal. In a motion filed Wednesday, Jan. 13, 2021, Parkview Capital Credit argued that neither the sale order nor the bid procedures allow Bridgeman Sports and Media to amend its bid for the historic Black publisher, and noted the buyer's proposed offset drops the final price for the company below the amount it was allowed to credit bid." About Ebony Media Ebony Media Holdings LLC is the publisher of Black cultural magazines Ebony and Jet. Creditors Parkview Capital Credit Inc. and David M. Abner & Associates, Plum Studio filed involuntary Chapter 7 petitions against Ebony Media Operations, LLC, and Ebony Media Holdings LLC (Bankr. S.D. Tex. Case No. 20-33665 and 20-33667) on July 23, 2020. The court on Sept. 3, 2020, entered an order approving a stipulation signed by the Debtors and the petitioners to an entry of order for relief in the bankruptcy cases and the conversion of the cases to cases under Chapter 11 of the Bankruptcy Code. The Debtors tapped Pendergraft & Simon, LLP as their legal counsel, FTI Capital Advisors, LLC as investment banker, and The Claro Group, LLC as restructuring advisor. Robert Ogle, senior advisor at Claro Group, is the Debtors' chief restructuring officer. EBONY MEDIA: Seeks to Tap Doeren Mayhew as Tax Accountant --------------------------------------------------------- Ebony Media Operations, LLC and Ebony Media Holdings, LLC seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Doeren Mayhew, PC as tax accountant. Doeren Mayhew will perform these services: (a) assist the Debtors in reviewing their books and records; (b) make recommendations regarding the accounting basis and filing status for the Debtors; (c) prepare state and federal income tax returns for 2019, 2020 and 2021; and (d) assist the Debtors in tax compliance matters in relation to the state and federal tax returns. The hourly rates of Doeren Mayhew's professionals are as follows: Shareholder $550 Senior Manager $375 Manager $335 Senior Staff $270 Associate Staff $180 Doeren Mayhew will be reimbursed for out-of-pocket expenses. No retainer for the services to be provided has been paid. Chris Masters, a shareholder of Doeren Mayhew, disclosed in court filings that the firm neither holds nor represents any interest adverse to the Debtors and their estates. The firm can be reached through: Chris Masters Doeren Mayhew, PC One Riverway, Suite 1200 Houston, TX 77056 Telephone: (713) 789-7077 Email: masters@doeren.com About Ebony Media Ebony Media Holdings LLC is the publisher of Black cultural magazines Ebony and Jet. Creditors Parkview Capital Credit Inc. and David M. Abner & Associates, Plum Studio filed involuntary Chapter 7 petitions against Ebony Media Operations, LLC, and Ebony Media Holdings LLC (Bankr. S.D. Tex. Case No. 20-33665 and 20-33667) on July 23, 2020. The court on Sept. 3, 2020, entered an order approving a stipulation signed by the Debtors and the petitioners to an entry of order for relief in the bankruptcy cases and the conversion of the cases to cases under Chapter 11 of the Bankruptcy Code. Judge David R. Jones oversees the cases. The Debtors tapped Pendergraft & Simon, LLP as their legal counsel; FTI Capital Advisors, LLC as investment banker; and Doeren Mayhew, PC as tax accountant. EDWARDO Z. GARCIA: Children Buying Portillo Ranch for $1M Cash -------------------------------------------------------------- Eduardo Zavala Garcia and Amalia Perez Garcia ask the U.S. Bankruptcy Court for the Eastern District of California to authorize the sale of their 1,551.29 acres of farmland and grazing land located in Kern County, California, including 77.04 acres of real property identified as the "Portillo Ranch," to Rene Garcia and Guadalupe Gomez for $1 million cash. A hearing on the Motion is set for Feb. 04, 2021, at 10:30 a.m. The Debtors own the Portillo Ranch. They believed the Portillo Ranch had a value of $616,320 when they filed their Schedule A/B: Property on Jan. 17, 2020. However, after consulting with their real estate broker, the Debtors determined that the Portillo Ranch has a value greater than the value indicated in the Schedule A/B: Property. They believe the Portillo Ranch has a value of $1 million at the present time. The Debtors intend to file a Debtors' Second Amended Plan of Reorganization as a part of their Chapter 11 case. The Second Amended Plan will require them to sell the Portillo Ranch and the other real property they owned as a part of the Plan. The Debtors will use proceeds received from the sale of the Portillo Ranch to pay secured claims, cost of sale, and administrative claims in the Chapter 11 case. The Debtors believe that the Portillo Ranch is subject to the following liens: Name of Creditor Lien Estimated Amount of Claim on April 1, 2021 Kern County Tax Lien $28,143 Treasurer-Tax Collector Megan Sill Phillips Deed of Trust $531,964 Maxco Supply, Inc. Deed of Trust $288,774 Helena Chemical Co. Abstract of $275,151 Judgment The Debtors have received an offer to purchase the Portillo Ranch from Rene and Guadalupe for $1 million cash. Rene and Guadalupe are the Debtors' adult children, and Rene is their farm manager and Guadalupe is their officer manager. The terms under which Rene and Guadalupe have offered to purchase the Portillo Ranch include: (i) the purchase price is $1 million cash, (ii) the escrow will close within 30 days of the entering an Order Authorizing Debtors to Sell Real Property Free and Clear of Liens, and (iii) the sale is subject to authorization by the Court. The Proceeds received from the sale of the Portillo Ranch will be paid and distributed as follows: (i) Kern County Treasurer-Tax Collector for claim secured by Tax Lien--$28,143; (ii) Megan Sill Phillips for claim secured by Deed of Trust--$531,964; (iii) Maxco Supply for claim secured by Deed of Trust--$236,205; (iv) Helena Chemical for claim secured by Judicial Lien--$113,687; (v) Real Estate Commission (1%)--$10,000; (vi) the Debtors' costs of sale, including escrow fees, closing costs, and title insurance (3%)--$30,000; (vii) the Debtors' attorney for fees and costs authorized for payment by the Court--$35,000; and (viii) the Debtors' accountant for fees and costs authorized for payment by the Court--15,000. The amounts indicated are estimates and represent the Debtors best approximation of the payments that will be made from proceeds received from the sale of the Portillo Ranch. The payments to creditors described represent: (i) payment in full of the claims held by the Kern County Treasurer-Tax Collector and Meggan Sill Phillips secured by liens against the Portillo Ranch; (ii) payment of a discounted amount that Maxco Supply, Inc. has agreed to accept in order to reconvey its Deed of Trust against the Portillo Ranch; and (iii) payment of about 41% of Helena Chemical's claim secured by a judicial lien against all of the Debtors' real property located in Kern County, California. The Debtors believe that the creditors holding liens against the Portillo Ranch will consent to the sale on the terms described. They know of no harm or prejudice that will occur to anyone if the Motion is granted, and they are authorized to sell the Portillo Ranch to the Buyers for $1 million. Counsel for Debtors: Leonard K. Welsh, Esq. LAW OFFICES OF LEONARD K. WELSH 4550 California Avenue, Second Floor Bakersfield, CA 93309 Telephone: (661) 328-5328 E-mail: lwelsh@lkwelshlaw.com Eduardo Zavala Garcia and Amalia Perez Garcia sought Chapter 11 protection (Bankr. E.D. Cal. Case No. 20-10010) on Jan. 2, 2020. The Debtors tapped Justin Harris, Esq., as counsel. EQUESTRIAN EVENTS: Seeks to Hire Springer Larsen as Counsel ----------------------------------------------------------- Equestrian Events, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Springer Larsen Greene, LLC as its legal counsel. Springer Larsen Greene will render these legal services: (a) advise the Debtor concerning its powers and duties, the continued operation of its business and management of the financial and legal affairs of its estate; (b) consult with the Debtor and with other professionals concerning the negotiation, formulation, preparation, and prosecution of a Chapter 11 plan and disclosure statement, if applicable; (c) confer and negotiate with the Debtor's creditors, other parties-in-interest, and their respective attorneys and other professionals concerning the Debtor's financial affairs and property, Chapter 11 plans, claims, liens, and other aspects of its Chapter11 case; (d) appear in court and prepare, file and serve legal papers and pleadings as may be necessary in connection with the case; and (e) provide other services which may be necessary in the Debtor's case. Joshua Greene, Esq., the primary attorney designated to work in the Debtor's case, will be compensated at his hourly rate of $375. Springer Larsen Greene received a retainer in the sum of $15,717 for pre-bankruptcy services and expenses. Mr. Greene disclosed in court filings that the firm and its attorneys are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joshua D. Greene, Esq. Springer Larsen Greene, LLC 300 South County Farm Rd., Suite G Wheaton, IL 60187 Telephone: (630) 510-0000 Facsimile: (630) 510-0004 Email: jgreene@springerbrown.com About Equestrian Events Equestrian Events, LLC has 100% ownership interest in a property located at 45W015-45W017 Welter Road, Maple Park, Ill., having a current value of $2.10 million. Equestrian Events filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-21793) on Dec. 21, 2020. Brian Anderson, manager, signed the petition. At the time of the filing, the Debtor disclosed total assets of $2,186,326 and total liabilities of $3,162,525. Judge Timothy A. Barnes oversees the case. Springer Larsen Greene, LLC serves as the Debtor's legal counsel. EXSCIEN CORP: Asks for March 9 Extension of Plan Filing Deadline ---------------------------------------------------------------- Exscien Corporation, which sought Chapter 11 bankruptcy protection in May 2020, is asking the Bankruptcy Court for a further extension of the deadline to file a disclosure statement and plan of reorganization. The remaining disputed issues in this case relate to claims (the "Disputed Claims") asserted by and against the Debtor's former CEO, William Ker Ferguson, individually and as Trustee of the William K. Family Trust, and the possibility of D&O insurance proceeds. The Debtor previously sought and obtained an extension of the Plan Deadline through Jan. 8, 2021, to investigate such possibility and/or to negotiate with interested parties regarding a consensual resolution of the Disputed Claims, and to gather and produce records from third parties requested by one of the Debtor's creditors. The Debtor continues to negotiate the Disputed Claims, which negotiations are expected to culminate in mediation over the next 30 to 45 days. The Debtor seeks a 60-day extension, through and including March 9, 2021, of the Plan Deadline to conduct and complete such mediation, in hopes that it may present a consensual liquidating plan and avoid the need for further litigation. About Exscien Corporation Exscien Corporation filed a Chapter 11 bankruptcy petition (Bankr. S.D. Ala. Case No. 20-11364) on May 18, 2020, disclosing under $1 million in both assets and liabilities. Jodi Daniel Dubose, Esq., at Stichter Riedel Blain & Postler, P.A., is the Debtor's counsel. FERRELLGAS PARTNERS: Davis Polk, MNAT Represent Noteholders Group ----------------------------------------------------------------- In the Chapter 11 cases of Ferrellgas Partners, L.P., and Ferrellgas Partners Finance Corp., the law firms of Davis Polk & Wardwell LLP and Morris, Nichols, Arsht & Tunnell LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that they are representing the Ad Hoc Group of HoldCo Noteholders. In or around October 2018, a group formed by certain holders of 8.625% senior notes due 2020 issued pursuant to that certain indenture, dated April 13, 2010 by and among HoldCo and Ferrellgas Partners Finance Corp., as co-issuers, and U.S. Bank National Association, as trustee engaged Davis Polk to represent it in connection with a potential restructuring of the Debtors. In or around June 2020, the Ad Hoc Group of HoldCo Noteholders engaged MNAT to represent it as Delaware bankruptcy counsel. Counsel represents only the Ad Hoc Group of HoldCo Noteholders. Each member of the Ad Hoc Group of HoldCo Noteholders is aware of, and has consented to, Counsel's "group representation" of the Ad Hoc Group of HoldCo Noteholders. Counsel does not represent or purport to represent any entities other than the Ad Hoc Group of HoldCo Noteholders in connection with the Chapter 11 Cases. The Members of the Ad Hoc Group of HoldCo Noteholders, collectively, beneficially own, or are the investment advisors or managers for funds that beneficially own $297,219,374 in aggregate principal amount of the 2020 Notes. As of Jan. 12, 2021, members of the Ad Hoc Group of HoldCo Noteholders and their disclosable economic interests are: Barings LLC 300 South Tryon Street, Suite 2500 Charlotte, NC 28202 * $6,142,000 in aggregate principal amount of the 2020 Notes Cyrus Capital Partners, L.P. 65 East 55th Street, 35th Floor New York, NY 10022 * $1,148,000.00 in aggregate principal amount of the 2020 Notes Keyframe Capital Partners, L.P. 65 East 55th Street, 35th Floor New York, NY 10022 * $2,251,000.00 in aggregate principal amount of the 2020 Notes Nomura Corporate Research and Asset Management, Inc. 309 West 49th Street New York, NY 10019 * $7,772,000.00 in aggregate principal amount of the 2020 Notes PGIM, Inc. PGIM Fixed Income P.O. Box. 32339 Newark, NJ 07102 * $244,797,000 in aggregate principal amount of the 2020 Notes Shenkman Capital Management, Inc. 461 Fifth Avenue, 22nd Floor New York, NY 10017 * $2,444,000.00 in aggregate principal amount of the 2020 Notes Standard General L.P. 767 Fifth Avenue, 12th Floor New York, NY 10153 * $32,665,374 in aggregate principal amount of the 2020 Notes Upon information and belief formed after due inquiry, Counsel does not hold any claim against, or interests in, the Debtors or their estates, other than claims for fees and expenses incurred in representing the Ad Hoc Group of HoldCo Noteholders. . Counsel to the Ad Hoc Group of HoldCo Noteholders can be reached at: MORRIS, NICHOLS, ARSHT & TUNNELL LLP Robert J. Dehney Esq. Matthew Harvey, Esq. Tamara K. Mann, Esq. Eric W. Moats, Esq. 1201 N. Market St., 16th Floor Wilmington, DE 19899-1347 Telephone: (302) 658-9200 E-mail: rdehney@mnat.com mharvey@mnat.com tmann@mnat.com emoats@mnat.com - and – DAVIS POLK & WARDWELL LLP Damian S. Schaible, Esq. James I. McClammy, Esq. Angela M. Libby, Esq. Jonah A. Peppiatt, Esq. 450 Lexington Avenue New York, NY 10017 Telephone: 212-450-3305 Facsimile: 212-701-6305 E-mail: damian.schaible@davispolk.com james.mcclammy@davispolk.com angelia.libby@davispolk.com jonah.peppiatt@davispolk.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/39pERcl and https://bit.ly/3oJgFba 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. FERRELLGAS PARTNERS: Feb. 19 Hearing on Plan & Disclosures ---------------------------------------------------------- Judge Mary F. Walrath has set a combined hearing for Feb. 19, 2021 at 2:00 p.m. (Eastern Standard Time), to consider the adequacy of the Disclosure Statement and confirmation of the Plan of Ferrellgas Partners, L.P. and Ferrellgas Partners Finance Corp. The judge approved the confirmation scheduled proposed by the Debtors. The voting record date is on Dec. 18, 2020 The voting deadline is Jan. 22, 2021 at 5:00 p.m. (prevailing Eastern Time). The deadline to file objections to approval of the Disclosure Statement and confirmation of the Plan is Feb. 12, 2021 at 4:00 p.m. (prevailing Eastern Time). The Debtor's deadline to file an omnibus reply to the objections is Feb. 17, 2021 at 4:00 p.m. (prevailing Eastern Time). The Debtor's plan supplement deadline is Feb. 5, 2021. 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. FERRELLGAS PARTNERS: Unsecured Creditors Unimpaired in Prepack Plan ------------------------------------------------------------------- Ferrellgas Partners, L.P., and Ferrellgas Partners Finance Corp. filed with the Bankruptcy Court their Prepackaged Joint Chapter 11 Plan of Reorganization and an explanatory Disclosure Statement on Jan. 11, 2021. Prepetition, the Debtors were able to negotiate the framework for a consensual restructuring with holders of approximately 75.84% of the Debtors' 2020 notes, as set forth in a Transaction Support Agreement, dated Dec. 10, 2020. Holders of 75.84% of 2020 Note Claims have already agreed, subject to the terms and conditions of the Transaction Support Agreement, to vote in favor of and support the Plan. Further, holders of 28% of the equity have also agreed to vote in favor of and support the Plan and not opt out of the Plan releases. The chapter 11 plan term sheet that is attached to the Transaction Support Agreement contemplates a swift Chapter 11 restructuring of the Debtors. The TSA contains certain milestones, including (i) securing an order confirming the Plan no later than 45 calendar days after the Petition Date, and (ii) having the Effective Date occur no later April 4, 2021. Notably, the Plan leaves all Claims other than the 2020 Notes Claims, the Existing LP Units Interests, and the Other Existing Equity Interests unimpaired. The unimpaired claims include Secured Claims (if any), 2025 OpCo Secured Notes Guaranty Claims, other Priority Claims (if any), the Eddystone Claims and General Unsecured Claims (if any). The Intercompany Claims will either be (a) Reinstated or (b) canceled and released subject to the consent rights set forth in the Transaction Support Agreement; provided, however that the OpCo Loan Claim shall be Reinstated and shall not be canceled and released. The Intercompany Interests will either be (a) reinstated or (b) canceled or released. Through this Plan treatment, the Debtors will minimize disruptions to the Enterprise's go-forward operations while effectuating a value-maximizing refinancing transaction through the chapter 11 process. In addition, the Debtors' existing common unitholders will receive or retain New Class A Units on account of the limited partnership interests such holders currently own. Contemporaneously with the transactions to be effectuated through the Plan, OpCo will enter into its own financing transactions, which will be implemented outside of the Chapter 11 Cases. Specifically, OpCo will enter into new financing facilities including the issuance of new notes and a new revolving credit facility (the "New OpCo Facilities"). OpCo or HoldCo will also issue new preferred units (the "Senior Preferred," together with the New OpCo Facilities, the "OpCo Transactions"). The proceeds of these transactions will be used to redeem the senior notes previously issued by OpCo and for other uses permitted under OpCo's partnership agreement, the Transaction Support Agreement and the Transaction Term Sheet. The terms of the OpCo Transactions will be subject to the consent of the Required Consenting Noteholders. OpCo may also consider other transactions to delever and address its current balance sheet. The consummation of the OpCo Transactions shall be a condition precedent for the transactions under the Plan. Unsecured Creditors Unimpaired Class 4 2020 Notes Claims in the principal amount of $357,000,000 will recover 62 percent under the Plan. Each will receive a pro rata share of 100% of the New Class B Units. Class 6 General Unsecured Claims are unimpaired and thus will recover 100% under the Plan. Each holder of an allowed unsecured claim in Class 6 will have its claim reinstated. A full-text copy of the Disclosure Statement dated January 11, 2021, is available at https://bit.ly/3if8fG5 from PacerMonitor.com at no charge. Counsel to the Debtors: Stephen D. Lerner SQUIRE PATTON BOGGS (US) LLP 201 E. Fourth Street, Suite 1900 Cincinnati, OH 45202 Telephone: 513-361-1200 Facsimile: 513-361-1201 E-mail: stephen.lerner@squirepb.com - and - Jeffrey N. Rothleder Christopher J. Giaimo 2550 M Street, NW Washington, DC 20037 Telephone: 202-457-6000 Facsimile: 202-451-6315 E-mail: jeffrey.rothleder@squirepb.com christopher.giaimo@squirepb.com - and - Maura McIntyre 4900 Key Tower 127 Public Square Cleveland, OH 44114 Telephone: 216-479-8500 Facsimile: 216-479-8780 E-mail: maura.mcintyre@squirepb.com - and - William E. Chipman, Jr. Mark Desgrosseilliers Robert Weber CHIPMAN, BROWN, CICERO & COLE, LLP Hercules Plaza 1313 N. Market Street Suite 5400 Wilmington, DE 19801 Email: Chipman@chipmanbrown.com Desgross@chipmanbrown.com Weber@chipmanbrown.com 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. FINANCIAL GRAVITY: Incurs $792K Net Loss in Fiscal 2020 ------------------------------------------------------- Financial Gravity Companies, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $791,675 on $3.68 million of total revenue for the year ended Sept. 30, 2020, compared to a net loss of $623,485 on $4.07 million of total revenue for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $9.85 million in total assets, $1.66 million in total current liabilities, $712,982 in notes payable, and $7.48 million in total stockholders' equity. Whitley Penn LLP, the Company's auditor since 2019 issued a "going concern" qualification in its report dated Jan. 13, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1377167/000168316821000111/fingravity_10k-20200930.htm About Financial Gravity Headquartered in Austin Texas, Financial Gravity Companies, Inc. is a parent company of stock brokerage, investment advisory, asset management, tax planning for business and personal, and financial advisor services companies. FIRST FLORIDA: March 1 Exclusivity Extension Granted ---------------------------------------------------- Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, extended First Florida Living Options, LLC's exclusivity period to obtain acceptances of its Chapter 11 plan through and including March 1, 2021. As reported by the Troubled Company Reporter, First Florida Living Options said cause exists in that the Debtor, the purchaser, and counsel for principal creditors, Melvin and Marian Kunz, are in the process of finalizing the proposed Order Approving the Sale, and the Debtor anticipates the Sale Order will be submitted to the Court for consideration shortly. The sale of the Debtor's business is the most significant event in this case and the cornerstone of the Debtor's Chapter 11 Plan. Moreover, the Debtor and its largest creditor, the Estate of Shirley A. Yandle, have settled their dispute. On November 12, 2020, the Debtor filed a Motion to Approve Compromise of the Yandle Claim on negative notice. The deadline for parties to respond to the Compromise Motion is December 7, 2020. If approved, a $10 million claim will be reduced to $175,000 and payment of the settlement amount will be made by the Debtor's parent corporation, or Florida Living Options, Inc. Finally, the Debtor and Kunz, participated in a mediation conference and have also come to an agreement settling their disputes. The Debtor and Kunz are finalizing the Mediated Settlement Agreement and the Debtor anticipates it will be filing a Motion to Approve the Settlement Agreement shortly. Given the circumstances and the pending sale, as well as the pending settlement agreements, the Debtor asserts there is sufficient cause to grant their request for an extension. The Debtor said the extension request was not submitted for purposes of delay and will not prejudice any party. About First Florida Living Options First Florida Living Options LLC, formerly known as Surrey Place of Ocala, conducts its business under the names Hawthorne Health and Rehab of Ocala, Hawthorne Village of Ocala, and Hawthorne Inn of Ocala. The company is based in Ocala, Fla. First Florida Living Options filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-02764) on July 22, 2019. The petition was signed by John M. Crock, vice president. The Debtor estimated $1 million to $10 million in both assets and liabilities as of the bankruptcy filing. Judge Jerry A. Funk oversees the case. Johnson Pope Bokor Ruppel & Burns, LLP and Shawn Harrison Associates, PLLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. Michael Phillips has been appointed as patient care ombudsman. FLUOR CORP: Moody's Completes Review, Retains Ba1 CFR ----------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Fluor Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Fluor's Ba1 corporate family rating is supported by its significant scale and broad capabilities across a wide range of end-markets and geographies, its sizeable order backlog and very good liquidity. It also reflects the company's recent cost cutting, project risk reduction and liquidity enhancing initiatives which have resulted in a stabilization of its operating performance and cash flows. Fluor's rating is constrained by the elevated risks associated with some of its large and complex projects along with its historically low margins, which provide little room for lower than expected productivity and other unforeseen issues that have arisen more consistently on its fixed-price projects. Its rating also reflects its relatively weak credit metrics and the reduced near-term bidding opportunities due to the economic impact of the coronavirus and historically low oil prices. The principal methodology used for this review was Construction Industry published in March 2017. FRANCESCA'S HOLDINGS: Stalking Horse Bidder for All Assets Named ---------------------------------------------------------------- Judge Brendan L. Shannon of the U.S. Bankruptcy Court for the District of Delaware approved Francesca's Acquisition, LLC and Tiger Capital Group, LLC as the "Stalking Horse Bidder" for the assets of Francesca's Holdings Corp. and affiliates pursuant to the terms of the Stalking Horse Agreement. Upon the motion of the Debtors, dated Dec. 4, 2020, for entry of the instant Order approving, among other things, the Stalking Horse Bid Protections, the Court entered the Bidding Procedures Order authorizing, among other things, the Debtors to designate a Stalking Horse Bidder and ask approval of the Stalking Horse Bid Protections. The Debtors are authorized to enter into the Stalking Horse Agreement, and the Stalking Horse Bid will be subject to higher or otherwise better Qualified Bids, in accordance with the terms of the Bidding Procedures. The Stalking Horse Bidder is deemed a Qualified Bidder for all purposes under the Bidding Procedures and the Order, and the Stalking Horse Bid will be deemed a Qualified Bid upon execution of the Stalking Horse Agreement. Pursuant to sections 105, 363, 364, 503, and 507 of the Bankruptcy Code, the Debtors are authorized and directed to pay the Stalking Horse Bid Protections to Francesca's Acquisition in accordance with the terms of the Stalking Horse Agreement without further order of the Court. The Stalking Horse Bid Protections will only be payable if the conditions to payment of such amounts set forth in the Stalking Horse Agreement have been satisfied. No portion of the Bid Protections will be payable to Tiger Capital. Notwithstanding anything in the Bidding Procedures Order to the contrary, to the extent the proposed adequate assurance information for the Stalking Horse Bidder is not provided by Jan. 6, 2021, the deadline for any Counterparty to a Lease to file a Sale Objection (including an objection to the Sale Order, the Stalking Horse Bidder, or the Sale with the Stalking Horse Bidder) or an Assumption and Assignment Objection will be 5:00 p.m. (ET) eight calendar days following the provision of such adequate assurance information. Notwithstanding anything in the Stalking Horse Agreement or the Order to the contrary, if the Acquisition Buyer is entitled to be paid the Break-Up Fee on account of one or more Alternative Transactions for which the aggregate purchase price is less than the Purchase Price, the Break-Up Fee will be the calculated as the amount of 3% of the aggregate cash purchase price or other form of cash proceeds from all Alternative Transactions in which the Seller engages and paid from the proceeds of each such Alternative Transaction. All time periods set forth in the Order will be calculated in accordance with Bankruptcy Rule 9006(a). Notwithstanding any Bankruptcy Rule (including, without limitation, Bankruptcy Rule 6004(h), 6006(d), 7062, or 9014) or Local Rule that might otherwise delay the effectiveness of the Order, the terms and conditions of the Order will be immediately effective and enforceable upon its entry. A copy of the Bidding Procedures Order is available at https://bit.ly/2JOJsMs from PacerMonitor.com free of charge. About Francesca's Holdings Francesca's Holdings Corporation -- http://www.francescas.com/-- is a specialty retailer which operates a nationwide-chain of boutiques providing customers a unique, fun and personalized shopping experience. The merchandise assortment is a diverse and balanced mix of apparel, jewelry, accessories and gifts. Today, francesca's operates approximately 702 boutiques in 47 states and the District of Columbia and also serves its customers through http://www.francescas.com/ Francesca's reported a net loss of $25.02 million for the fiscal year ended Feb. 1, 2020, compared to a net loss of $40.94 million for the fiscal year ended Feb. 2, 2019. Ernst & Young LLP, in Houston, Texas, the Company's auditor since 2010, issued a "going concern" qualification in its report dated May 1, 2020, citing that the COVID-19 pandemic has caused a material adverse effect on the Company's sales, results of operations, and cash flows, and the Company has stated that substantial doubt exists about its ability to continue as a going concern. Francesca's sought Chapter 11 protection (Bankr. D. Del. Case No. 20-13076) (Lead Debtor), and its affiliates, Francesca's LLC (Bankr. D. Del. Case No. 20-13077), Francesca's Collections, Inc. (Bankr. D. Del. Case No. 20-13078) and Francesca's Services Corp. (Bankr. D. Del. Case No. 20-13079) on Dec. 3, 2020. The cases are assigned to Brendan Linehan Shannon. Teh Debtors tapped Mark D. Collins, Esq., Michael J. Merchant, Esq., Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. as their local counsel; and Maria DiConza, Esq., Joseph Zujkowski, Esq., and Diana M. Perez, Esq., at O'Melveny & Myers LLP as their bankruptcy counsel. As of Nov. 1, 2020, the Debtors' total assets is at $264.7 million and $290.5 million in debt. The petitions were signed by Andrew Clarke, president and chief executive officer. FRESH MARKET: S&P Upgrades ICR to 'B-' on Lower Refinancing Risks ----------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Greensboro, N.C.-based specialty grocer The Fresh Market (TFM) to 'B-' from 'CCC+' At the same time, S&P raised its issue-level rating on the company's secured notes to 'B-' from 'CCC+'. S&P's '4' recovery rating is unchanged. S&P said, "The stable outlook on TFM reflects our expectation of more consistent income and cash flow generation, leading to improved refinancing prospects and a sustainable capital structure." "The upgrade reflects our belief that TFM's refinancing prospects have significantly improved. TFM's operating performance has improved since late 2019, as sales and EBITDA benefited from increased demand for food at home, other stock-up consumer trends during the COVID-19 pandemic, and a 53rd week. Although we think the long-term demand trends remain uncertain, we believe good performance will continue over the near term. The improvement came while the company generated meaningfully better free operating cash flow (FOCF). This in addition to the recent increase in pricing on its secured notes lead us to believe refinancing prospects have improved and the risk of a below-par restructuring has diminished." The Fresh Market significantly improved operating performance as a result of increased demand for groceries and fresh food. TFM reported significant improvement in operating performance in 2020 as a result of increased demand for groceries and fresh food for at-home consumption. S&P said, "In addition, the company benefitted from, in our opinion, management's strategic initiatives, including price investments in certain product lines, changes to its product mix, improved cost management at the corporate and store levels, and the closing of underperforming stores last year. We believe these initiatives resonated with its generally older-demographic customers, who pursued a differentiated grocery products for at-home consumption, especially during the pandemic, and continue to drive strong operating performance." These trends helped increase revenue more than 20% and adjusted EBITDA more than 50% in the first nine months of 2020, when the company generated significant FOCF." Operating results will likely normalize in 2021, but S&P still expects more consistent performance. This includes consumer demand, sales, and profitability likely moderating as compared to 2020, albeit at a plateau greater than in years prior. S&P said, "We expect sales to increase more than 20% and adjusted EBITDA 50% or more. For 2021, we expect TFM's sales to decline at a low-single-digit percent while adjusted EBIDTA contracts about 15%. Moreover, we project adjusted EBITDA margins will remain in the mid-12% area, ahead of the 11.5% in 2019." Better cash flow generation and improved standing in the credit markets lowers the risk of a distressed exchange. S&P said, "We think TFM will generate more consistent and meaningful FOCF of about $30 million, after $80 million or more in 2020. Although the company's 2020 results likely benefitted from excess demand stemming from the pandemic, we also think future cash flow generation will be more consistent because of factors including operational investments and increased omnichannel capabilities. We also believe the bankruptcy and exit of some direct competitors in its operating regions will benefit performance at least over the medium term. Moreover, TFM's recent inconsistent cash flow after capital expenditure (capex) likely stemmed from, in our opinion, irrational pricing due to competitors leaving the market, management missteps, store closures, and operational realignments. We do not see these trends continuing over the next 12-18 months." "Given these developments, we believe the capital structure is no longer potentially unsustainable and that there is a lower risk of a distressed exchange or restructuring. In addition, the indicative pricing on the company's secured notes has improved in recent months. They recently traded at about par compared with the 50% area a few months ago. We believe the increased pricing signifies the credit markets' improving view of TFM's prospects." "Our ratings on TFM also reflect its small operating scale, regional concentration in the Southeast U.S., and singular focus on premium specialty grocery products. We believe the market has become crowded in recent years. The overall grocery industry has become more competitive as larger players use scale economics to capture price advantages not afforded smaller competitors such as TFM, a trend likely to continue longer term. However, we expect TFM's operating performance to benefit from the recent bankruptcy of direct competitors and changing customer habits amid the coronavirus pandemic." "In addition, our ratings also reflect that TFM continues to operate with high leverage and about $900 million of reported balance sheet debt. Furthermore, the company lacks a revolving credit facility and has $800 million of outstanding secured notes maturing in May 2023. We forecast S&P Global Ratings-adjusted debt to EBITDA in the high-4x area in fiscal 2020, moderating to the mid-5x area in 2021." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety S&P said, "The stable outlook reflects our expectation of more consistent income and cash flow generation, leading to improved refinancing prospects and a sustainable capital structure. We hold this view while expecting some performance moderation in 2021, the continued presence of the financial sponsor, and our projection for adjusted leverage remaining in the mid-5x area." S&P could lower the rating on TFM if it believes its capital structure is potentially unsustainable. This scenario would likely include: -- The company cannot execute its growth strategy, leading to inconsistent sales, EBITDA, and cash flow generation. -- Uneven performance and cash flow generation likely coinciding with operating losses that result in an inability to refinance its capital structure at par. S&P could raise the rating on TFM if: -- The company and its financial sponsor adopt a more conservative financial policy, likely resulting in S&P Global Ratings' adjusted leverage calculation remaining below 5x on a sustained basis. -- This coincides with performance exceeding S&P's base-case forecast over the next 12 months, including continued growth in comparable sales and consistent adjusted EBITDA margins. FRONTIER COMMUNICATIONS: FCC Approves Chapter 11 Restructuring -------------------------------------------------------------- Frontier Communications Corporation on Jan. 15, 2021, disclosed that it has secured approval from the Federal Communications Commission (FCC) for its Chapter 11 restructuring. Frontier now has regulatory approvals, or favorable determinations, for its required change-in-control applications related to its court-supervised restructuring from the FCC and 13 states: Arizona, Georgia, Illinois, Minnesota, Mississippi, Nebraska, Nevada, New York, Ohio, South Carolina, Texas, Utah and Virginia. Frontier expects to promptly consummate the transactions contemplated under its previously confirmed Plan of Reorganization and emerge from Chapter 11 in early 2021. Upon emergence, Frontier will have reduced its total outstanding indebtedness by more than $10 billion and will move forward with enhanced financial flexibility to support continued investment in an improved customer experience and long-term growth. "We continue to make important progress in our constructive engagement with regulators across our service territories, and this approval from the FCC marks a major milestone," said Bernie Han, President and Chief Executive Officer. "We continue to await approval in just four states and are working to expedite those approvals to enable the Company to emerge from Chapter 11. Our team remains focused on our transformative strategy to strengthen our financial foundation, improve our operations and enhance our customer experience throughout the U.S." Jonathan Spalter, President and CEO of USTelecom said, "We are pleased by the FCC’s affirmative decision for Frontier. More than ever, Frontier serves a vital function in providing essential telecommunications services. This decision is a major step toward successfully completing the Company’s restructuring, enabling it to move forward in delivering services to its customers and creating benefits for communities across the U.S." The U.S. Bankruptcy Court for the Southern District of New York confirmed the Company’s Plan of Reorganization in August 2020. Additional Information Additional information regarding Frontier’s financial restructuring is available at www.frontierrestructuring.com. Court filings and information about the claims process are available at https://cases.primeclerk.com/ftr, by calling the Company’s claims agent, Prime Clerk, toll-free at (877)-433-8020 or sending an email to ftrinfo@primeclerk.com. Advisors Kirkland & Ellis LLP is serving as legal advisor, Evercore is serving as financial advisor and FTI Consulting, Inc. is serving as restructuring advisor to the Company. About Frontier Communications Frontier Communications Corporation (NASDAQ: FTR) (OTC: FTRCQ) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC as financial advisor; and UBS Securities LLC as investment banker. GATEWAY RADIOLOGY: Wants April 21 Exclusivity Extension ------------------------------------------------------- Gateway Radiology Consultants, P.A. and PM Radiology, LLC ask the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, for an extension of the periods within the Debtors have the exclusive right to solicit acceptances of a plan of reorganization from January 21, 2021 to April 21, 2021. They also ask the Court for an expedited hearing on their request on January 27, 2021 at 10:30 a.m. The Debtors filed a joint plan and disclosure statement on September 24, 2019. The Court previously granted an extension of the exclusivity period to January 21, 2021. The Debtors and their creditors have been negotiating toward a consensual plan, and have engaged in several rounds of mediation. The Debtors said they need additional time due to continued state court litigation, and delays caused by the COVID-19 pandemic. The Debtors need a 90-day extension of exclusivity to solicit acceptances within which to negotiate with creditors or to amend plan and disclosure statement, and solicit acceptances. Gateway Radiology Consultants P.A. and PM Radiology, LLC are represented by: Joel M. Aresty, Esq. JOEL M. ARESTY, P.A. 309 1st Ave S Tierra Verda, FL 33715 Telephone: 305-904-1903 Email: Aresty@Mac.com About Gateway Radiology Consultants Gateway Radiology Consultants P.A., based in Saint Petersburg, Florida, filed a Chapter 11 petition (Bankr. M.D. Fla. Case No. 19-04971) on May 28, 2019. In the petition signed by Gagandeep Manget M.D., its president, the Debtor disclosed $1.2 million in assets and $14.9 million in liabilities as of the bankruptcy filing. The Hon. Michael G. Williamson oversees the case. Joel M. Aresty, P.A., serves as bankruptcy counsel to the Debtor. Beighley Myrick Udell and Lynne; and Paul C. Jensen, Attorney-At-Law, serve as special counsel. GNIRBES INC: Wins March 23 Plan Exclusivity Extension ----------------------------------------------------- Judge Mindy A. Mora of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, extended the periods within which GNIRBES, Inc., has the exclusive right to file a Chapter 11 plan through and including March 23, 2021, and if the Debtor files a plan of reorganization on or before the above date, then it shall continue to have the exclusive right to obtain acceptances of any such filed plan through and including May 21, 2021. The Debtor and its largest creditor participated in a Judicial Settlement Conference before Judge Paul Hyman. The results were successful in reaching a complicated global resolution, part of which is a sale of a parcel of real property to a creditor, Granada Capital, LLC. As part of this transaction, Granada and Community Loan Services, LLC are involved in negotiations that, if successful, will affect the Plan treatment. There are several Motions pending in this matter, which were scheduled for December 15, 2020. At those hearings, Community requested additional time to review the settlement documents. All pending hearings were moved to January 12, 2021. Due to the requested continuance, it will be difficult for the Debtor to meet the current plan exclusivity deadline of January 20, 2021. The Debtor requested additional time, in this case, to allow Granada and Community to continue the settlement negotiations, the results of which will benefit the Debtor and their estate. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3iau2Pc at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/39zRwt4 at no extra charge. About Gnirbes Inc. Gnirbes Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-13992) on March 26, 2020. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Mindy A. Mora oversees the Debtor's case. The Debtor is represented by Kelley, Fulton & Kaplan, P.L. GREAT LAKES DREDGE: Moody's Completes Review, Retains B2 CFR ------------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Great Lakes Dredge & Dock Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Great Lakes Dredge & Dock Corporation's B2 corporate family rating is supported by its strong market position in the domestic dredging industry and our expectation that its operating performance and margins will remain historically strong following restructuring efforts and the successful deployment of a new Articulated Tug & Barge (Ellis Island). Its credit profile also incorporates the high barriers to entry created by the Jones Act and the sizeable amount of capital required to enter the dredging business, good visibility into future revenues via its backlog and funding from the Harbor Maintenance Trust Fund as well as its good liquidity and expectations for continued positive free cash flow. Its credit profile is constrained by its participation in a highly cyclical industry that can lead to volatile earnings and muted cash flows when the bid market or project win rates decline, as well as its high fixed-costs and long term capital investment requirements to maintain its existing fleet of vessels and to invest in new vessels to replace aging vessels or to support growth. It also reflects its significant customer concentration and the susceptibility to external factors beyond management control including weather conditions, project delays, changes in the shipping industry, and government funding priorities. The principal methodology used for this review was Construction Industry published in March 2017. GTT COMMUNICATIONS: S&P Affirms 'CCC' ICR; Outlook Negative ----------------------------------------------------------- S&P Global Ratings affirmed its 'CCC' issuer credit rating on U.S.-based internet protocol (IP) network operator GTT Communications Inc. and removed all ratings from CreditWatch, where the rating agency placed them with negative implications on Aug. 11, 2020. The outlook is negative. At the same time, S&P is assigning its 'B-' issue-level rating and '1' recovery rating to the company's new priming delayed draw term loan facility. The '1' recovery rating indicates S&P's expectation of very high (90%-100%; rounded estimate: 95%) recovery in the event of a payment default. S&P is also affirming its 'CCC' issue-level rating on the company's existing secured debt and revising its recovery rating to '4' from '3', reflecting the incremental debt from the new priority term loan, which dilutes recovery prospects for existing secured lenders. The '4' recovery rating indicates S&P's expectation of average (30%-50%; rounded estimate: 40%) recovery in the event of a payment default. Furthermore, the rating agency is affirming its 'CC' issue-level rating on the company's unsecured notes. The recovery rating remains '6'. S&P said, "Despite the new super-senior term loan, the negative outlook reflects the company's narrowing liquidity and high debt balances, in our view, which could lead us to lower the rating if we believed a default or distressed exchange were likely in the next 12 months." "The rating affirmation and removal of all ratings from CreditWatch reflect our expectation that GTT will have sufficient liquidity over the next 11 months. We believe the $275 million of new financing bridges the gap until the company can complete the $2.15 billion sale of its infrastructure division to I Squared Capital, which it expects to close in the second quarter of 2021. In addition, we view the extension on its forbearance agreement favorably and believe that it is highly likely that the company will be able to obtain waivers from its lenders after March 31, 2021, when the forbearance expires, since the company will use proceeds from the asset sale to reduce its substantial debt burden." "Still, even with the waiver and additional liquidity from the bridge financing, we believe that GTT could pursue a distressed exchange or restructuring to address its very high debt levels even after the asset sale is consummated, given uncertainty regarding the actual level of EBITDA as a result of the accounting issues." Despite the pending asset sale, the negative outlook reflects GTT's narrowing liquidity and high debt balances, which could lead to a default over the next 12 months. S&P said, "Given the company's accounting issues and narrowing liquidity, we could lower the rating on GTT if we believed it was likely to pursue a distressed exchange or if we came to the conclusion that it was likely to default on its debt obligations within the next six months." "We could raise the rating one notch if GTT were able to improve its liquidity position and reduce its debt balances, such that adjusted debt to EBITDA stabilized. This would most likely result from the successful sale of the company's infrastructure division to I Squared Capital. That said, even with the pending asset sale, we expect leverage will remain elevated, in the 8x area, and therefore, a two-notch upgrade is highly unlikely in the near term. Furthermore, an upgrade would be predicated on our expectation that GTT would not pursue a distressed exchange, which we would view as tantamount to a default." HC2 HOLDINGS: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of HC2 Holdings, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. HC2's B3 corporate family rating reflects its holding company status and the structural subordination of its debt to the direct claims on the assets and cash flows of its key operating subsidiaries, which do not guarantee the debt of HC2. HC2's sole source of internal cash flow is the dividends, tax sharing payments and management fees it receives from its operating subsidiaries. HC2's credit profile also incorporates its high leverage, low consolidated interest coverage and the limited scale and weak and inconsistent profitability of a few of its operating subsidiaries. The company's acquisitive history and the risk of additional debt funded acquisitions are also factored into the rating. However, the company's near-term focus is on selling some of its operating subsidiary assets or refinancing their debt and potentially using the proceeds to pay down its high cost holding company debt. HC2's rating is supported by the collateral value of the assets and the cash generating potential of its operating subsidiaries and the diversity and potential monetization of those subsidiaries. The principal methodology used for this review was Construction Industry published in March 2017. HENRY VALENCIA: Asset Sale Proceeds to Fund Plan Payments --------------------------------------------------------- Henry Valencia, Inc., a New Mexico Corporation, submitted an Amended Disclosure Statement in connection with the Amended Chapter 11 Plan of Liquidation. Prior to the filing of the Chapter 11 proceeding, Debtor's largest creditor, Ally, had threatened foreclosure. In order to prevent foreclosure proceedings and to maximize value of the Debtor's assets, including its real property and inventory, Debtor filed for relief under chapter 11 of the bankruptcy code. Postpetition, the Debtor has sought and explored a number of options with respect to selling its business, including all of its real property, inventory, and other tangible and intangible assets. No firm offers to purchase Debtor's assets or property have been received, although the Debtor has engaged in continuing discussions with interested buyers. Debtor has also explored other options to generate revenue, including the possibility of leasing a portion of its real property to an interested party. The Debtor continues to operate, subject to health order restrictions, and provide necessary services to clients and new customers. The Debtor's business during 2020 was at times restricted to online sales only due to public health restrictions. The Debtor has been operating subject to the orders of this Court and agreements with Ally. The Debtor has six classes of creditors listed in this Disclosure Statement: Class 1 Administrative Claims, Class 2 Non-Administrative priority claims, and Class 3 Allowed Secured Claims, Class 4 Administrative convenience claims consisting of unsecured claims of $500 or less, Class 5 General Unsecured Non-Priority claims, Class 6 Allowed claims of Equity Security Holders. Class 1 claims will be paid on or before the Effective Date, unless the holder of any such claim agrees to deferred payments thereof, which shall bear interest at the rate of 1% per month. Class 2 claims are to be paid in full from the proceeds of the sale of Debtor's inventory and property and according to the Code. Class 3 consists of 4 secured creditors, Ally Bank and/or Ally Financial, Inc (together "Ally"), secured claim of Bank of the West, and the secured claim of Bank Direct Capital Finance. Class 3 secured claims will be paid from the sale of the Debtor's inventory and property. Class 4 claims that are allowed and in which the creditor agrees to accept less than their allowed claim in the amount of $500 or less shall be paid, in full, on the Effective Date as an administrative convenience. Class 5 Claims, including any unsecured deficiency of Ally, will be paid their pro-rata share of the sale of the Debtor's real estate and/or property on or before a date that is 60 days after the sale of Debtor's real estate and property. Class 6 Claims will not be paid unless all senior claims are paid in full. The Debtor will fund this plan through the sale of its business, including all remaining assets, consisting primarily of its retail location and its inventory. The Debtor also has some vehicles, equipment and fixtures and furnishings. The proposed sale is to be a sale of Debtor's business as a going concern, as the maximum value for Debtor's assets is more likely to come from a complete and total sale rather than a piecemeal sale. To that end, the Debtor continues to operate its business until such a sale can be consummated. A full-text copy of the Amended Disclosure Statement dated Jan. 12, 2021, is available at https://bit.ly/3oInB8B from PacerMonitor.com at no charge. Attorneys for the Debtor: GIDDENS & GATTON LAW, P.C. Marcus A. Sedillo, 10400 Academy Rd., NE, Suite 350 Albuquerque, NM 87111 Phone: (505) 271-1053 Facsimile: (505) 271-4848 E-mail: marcus@giddenslaw.com About Henry Valencia Henry Valencia, Inc. -- https://www.henryvalencia.net -- is a dealer of Buick, Chevrolet, GMC cars in Espanola, NM. It offers new and pre-owned cars, trucks, and SUVs. Henry Valencia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 20-10539) on March 3, 2020. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Robert H. Jacobvitz oversees the case. Giddens & Gatton Law, P.C., and Hurley, Toevs, Styles, Hamblin Panter, PA are the Debtor's bankruptcy counsel and special counsel, respectively. The Debtor also tapped Ricci & Company, LLC as its accountant. HENRY VALENCIA: Feb. 16 Plan & Disclosure Hearing Set ----------------------------------------------------- On Jan. 12, 2021, Henry Valencia, Inc., a New Mexico Corporation, filed with the U.S. Bankruptcy Court for the District of New Mexico an Amended Disclosure Statement in connection with the Amended Chapter 11 Plan of Liquidation. Judge Robert H. Jacobvitz conditionally approved the Disclosure Statement and ordered that: * Feb. 1, 2021 is the the deadline for filing and serving written objections to the Disclosure Statement and for filing and serving written objections to confirmation of the Plan. * Feb. 9, 2021, is fixed as the last day to submit written acceptances or rejections of the Plan to the debtor's attorney. * Feb. 16, 2021 at 9:30 a.m., in the Gila Courtroom, Fifth Floor, Pete V. Domenici Federal Building and United States Courthouse, 333 Lomas Blvd. NW, Albuquerque, New Mexico is the hearing to consider final approval of the Disclosure Statement and confirmation of the Plan. A full-text copy of the order entered Jan. 12, 2021, is available at: https://bit.ly/2XGwoMv Attorneys for Debtor: GIDDENS & GATTON LAW, P.C. Marcus A. Sedillo, 10400 Academy Rd., NE, Suite 350 Albuquerque, NM 87111 Phone: (505) 271-1053 Facsimile: (505) 271-4848 E-mail: marcus@giddenslaw.com About Henry Valencia Henry Valencia, Inc. -- https://www.henryvalencia.net/ -- is a dealer of Buick, Chevrolet, GMC cars in Espanola, NM. It offers new and pre-owned cars, trucks, and SUVs. Henry Valencia sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. N.M. Case No. 20-10539) on March 3, 2020. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Robert H. Jacobvitz oversees the case. Giddens & Gatton Law, P.C., and Hurley, Toevs, Styles, Hamblin Panter, PA are the Debtor's bankruptcy counsel and special counsel, respectively. The Debtor also tapped Ricci & Company, LLC as its accountant. HERTZ CORP: Wachtell, Faegre Update on MTN Steering Committee ------------------------------------------------------------- Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Wachtell, Lipton, Rosen & Katz and Faegre Drinker Biddle & Reath LLP submitted a verified first supplemental statement to disclose an updated list of members of the MTN Steering Committee in the Chapter 11 cases of The Hertz Corporation, et al. The MTN Steering Committee of asset-backed securities in the form of medium-term notes issued pursuant to series supplements to that certain Amended and Restated Group I Supplement, dated as of October 31, 2014, by and among Hertz Vehicle Financing II LP and The Bank of New York Mellon Trust Company, N.A., as trustee, which supplements that certain Amended and Restated Base Indenture, dated as of October 31, 2014, by and among HVF II and BNYM, as trustee. Wachtell, Lipton, Rosen & Katz and Faegre Drinker Biddle & Reath LLP represent the members of the MTN Steering Committee. As of Jan. 13, 2021, members of the MTN Steering Committee and their disclosable economic interests are: Fort Washington Investment Advisors, Inc. 303 Broadway Suite 1200 Cincinnati, OH 45202 * MTN Notes Class A: $24,695,733 * MTN Notes Class B: $15,581,000 Aegon USA Investment Management, LLC, 6300 C Street SW Cedar Rapids, IA 52404 * MTN Notes Class A: $14,498,715 * MTN Notes Class B: $97,506,000 * Unsecured Notes: $95,031,000 Capital Research and Management Company 11100 Santa Monica Blvd Los Angeles, CA 90025 * MTN Notes Class A: $130,475,309 * MTN Notes Class D: $3,300,000 * Unsecured Notes: $493,000 Barings LLC 300 South Tryon Street Suite 2500 Charlotte, NC 28277 * MTN Notes Class A: $164,062 * MTN Notes Class B: $122,718,000 * MTN Notes Class C: $39,778,400 * VFN Notes: $52,500,000 Alliance Bernstein L.P. 150 4th Avenue North Nashville, TN 37215 * MTN Notes Class A: $24,653,801 * MTN Notes Class B: $17,613,000 PGIM, INC. 655 Broad Street, 7th Floor Newark, NJ 07102 * MTN Notes Class A: $46,768,369 * MTN Notes Class B: $54,000,000 No member of the MTN Steering Committee represents or purports to represent any other member in connection with the Debtors' Chapter 11 Cases. In addition, each member of the MTN Steering Committee (a) does not assume any fiduciary or other duties to any other member of the MTN Steering Committee and (b) does not purport to act or speak on behalf of any other member of the MTN Steering Committee in connection with the Chapter 11 cases. Counsel for the MTN Steering Committee can be reached at: WACHTELL, LIPTON, ROSEN & KATZ Richard G. Mason, Esq. Amy R. Wolf, Esq. Michael S. Benn, Esq. Angela K. Herring, Esq. Michael H. Cassel, Esq. 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1000 Facsimile: (212) 403-2000 E-mail: rgmason@wlrk.com arwolf@wlrk.com msbenn@wlrk.com akherring@wlrk.com mhcassel@wlrk.com FAEGRE DRINKER BIDDLE & REATH LLP Patrick A. Jackson, Esq. 222 Delaware Ave., Suite 1410 Wilmington, DE 19801-1621 Telephone: (302) 467-4200 Facsimile: (302) 467-4201 E-mail: patrick.jackson@faegredrinker.com - and - James H. Millar, Esq. 1177 Avenue of the Americas, 41st Floor New York, NY 10036 Telephone: (212) 248-3140 Facsimile: (212) 248-3141 E-mail: james.millar@faegredrinker.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3nNZxjp and https://bit.ly/3nIJHGI About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz IEA ENERGY: Moody's Completes Review, Retains B3 CFR ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of IEA Energy Services, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. IEA Energy Services, LLC's B3 corporate family rating reflects its moderate leverage, adequate interest coverage and diversified end market exposure including a strong market position in wind power construction and growing position in solar power, which both have relatively favorable near-term prospects. However, its credit profile is constrained by its fixed price contract risk, volatile operating history, reliance on the renewable energy sector for the majority of its profits and the looming expiration of wind power tax credits in 2021 and solar power tax credits in 2024 and the risk they do not get renewed. Nevertheless, IEA continues to benefit from a sizeable project backlog and the fact that 40 states and the District of Columbia have adopted renewable portfolio standards and are likely to continue to invest in renewable energy even if tax credits are not renewed. The credit profile also reflects the risk of shareholder friendly actions considering Oaktree Capital (Oaktree) and Ares Management Corporation (Ares) own a significant amount of common stock and all of IEA's preferred stock. The principal methodology used for this review was Construction Industry published in March 2017. IMERYS TALC: To Add More $130M Talc Settlement Details ------------------------------------------------------ Law360 reports that bankrupt talc producer Imerys Talc America agreed Friday, Jan. 15, 2021, to make changes to its Chapter 11 plan documents, telling a Delaware judge that it would add information about a $130 million settlement with former owner Cyprus Mines Corp. over legacy asbestos liabilities. During a virtual hearing, the court heard arguments from various parties to the case about the need for additional disclosures in plan documents before they were sent to creditors for the solicitation of votes on the plan. After much discussion, debtor attorney Kimberly A. Posin of Latham & Watkins LLP said the disclosure statement would be updated. Cyprus Settlement Imerys Talc and Cyprus Mines have battled over who owns certain insurance policies that cover legal costs related to thousands of asbestos lawsuits that sent the Imerys unit into bankruptcy in 2019. As reported in the TCR, according to the Disclosure Statement dated Jan. 11, 2021, Imerys' Sixth Amended Plan effectuates a global settlement among (i) the Debtors, (ii) Cyprus Mines Corporation, Cyprus Amax Minerals Company, and Freeport-McMoRan Inc., (iii) the Tort Claimants' Committee, (iv) the FCR, and (v) the Imerys Plan Proponents, which represents a comprehensive resolution of all issues between and among the Cyprus Settlement Parties, and resolves (i) the treatment of Talc Personal Injury Claims relating to Cyprus, (ii) disputes between Cyprus and the Debtors regarding entitlement to certain insurance proceeds between Cyprus and the Debtors, and (iii) disputes between Cyprus and the Debtors regarding ownership of certain indemnification rights. The Cyprus Settlement, like the Imerys Settlement and the Rio Tinto/Zurich Settlement, provides a significant benefit to holders of Talc Personal Injury Claims. In December 2020, the Cyprus Parties, the Debtors, the Tort Claimants' Committee, the FCR, and the Imerys Plan Proponents agreed to the terms of the Cyprus Settlement, which resolves (i) the Talc Personal Injury Claims and the Cyprus Released Claims against the Cyprus Protected Parties, (ii) disputes between Cyprus and the Debtors pertaining to the Debtors' rights to the Cyprus Talc Insurance Policies, and (iii) disputes between Cyprus and the Debtors pertaining to the Debtors' and Cyprus' rights to indemnification by J&J. The Cyprus Settlement provides, inter alia, that: * the Cyprus Settlement will be implemented through two chapter 11 plans: (i) the Plan filed in the Chapter 11 Cases and (ii) a chapter 11 plan to be filed by Cyprus Mines (the "Cyprus Mines Plan") in a case under chapter 11 of the Bankruptcy Code to be commenced by Cyprus Mines in the United States Bankruptcy Court for the District of Delaware (the "Cyprus Mines Bankruptcy"); * CAMC will pay $130 million to the Talc Personal Injury Trust in seven installments, which will be guaranteed by Freeport, with the first installment paid within 30 days of the Cyprus Trigger Date; * on the Cyprus Trigger Date, the Cyprus Protected Parties will assign any and all rights to and in connection with the Cyprus Talc Insurance Policies to the Talc Personal Injury Trust; * on the Cyprus Trigger Date, the Talc Personal Injury Trust will assume all present and future obligations associated with recovering proceeds under the Cyprus Talc Insurance Policies, provided that (i) solely to the extent that the Talc Personal Injury Trust asserts any claim as assignee of a Cyprus Protected Party bound by the PDC Agreement, the Talc Personal Injury Trust will abide by the terms of the PDC Agreement and (ii) unless otherwise stated in the Plan or the Cyprus Settlement Agreement, such obligations will not include any obligations undertaken by any Cyprus Protected Party in any settlement agreement or other contract compromising or releasing any rights under any Cyprus Talc Insurance Policy; * on the Cyprus Trigger Date, the Cyprus Protected Parties will also transfer and assign to the Talc Personal Injury Trust any and all other rights of reimbursement, contribution, or indemnification relating to or in connection with the Talc Personal Injury Claims as to which the Cyprus Protected Parties are being protected under the Plan and/or the Cyprus Mines Plan; * on the Cyprus Trigger Date, the appropriate Cyprus Protected Parties will each execute and deliver to the Talc Personal Injury Trust, in a form reasonably acceptable to the Talc Personal Injury Trust, an assignment to the Talc Personal Injury Trust of: (i) all of their rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), or subrogation against any Person relating to the payment or defense of any Talc Personal Injury Claim or any past talc-related claim against the Debtors or the Cyprus Protected Parties prior to the Cyprus Trigger Date, and (ii) all of the other rights to or claims for indemnification, contribution (whether via any "other insurance" clauses or otherwise), or subrogation against any Person relating to any Talc Personal Injury Claim or other claims channeled to the Talc Personal Injury Trust; and * the Plan and the Cyprus Mines Plan will include the broadest releases and channeling injunctions permitted by Sections 105(a), 524(g), and 1141(d)(1) of the Bankruptcy Code so as to prevent the assertion of any further talc-related claims against the Cyprus Protected Parties. About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. INFRASTRUCTURE SOLUTION: Philly Class A Offers $206K for Equipment ------------------------------------------------------------------ Infrastructure Solution Services, Inc. asks the U.S. Bankruptcy Court for the Middle District of Pennsylvania to authorize the sale to Philly Class A Demolition, Inc., of the following items of equipment: a. 2013 Komatsu PC200 LCB Excavator, Serial No. A89235 for $22,400; b. 2015 Komatsu, PC 210 LCI, Model PC210LCI-10, Serial No. 452500, with 36" Bucket and 52" Bucket for $33,000; c. 2014 Komatsu Excavator PC138, Model No. PC138USLC-8, Serial No. 23146 with 24" Bucket, 36" Bucket and BTI Hyd Plate Compactor for $24,200; d. 2014 Sakai 84" Drum Roller, Model No. SV505D-1, Serial No. VSV16D-60102 for $22,400; and e. Mack 2018 Triaxle Dump Truck, Model No. GU713, Serial No. 1M2AX09C5JM038990 for $104,000. The Debtor is the owner of the Equipment. The following items have been repossessed by Komatsu Financial Limited Partnership, however, such equipment has not yet been sold. Accordingly, the Debtor retains an interest in such equipment. It believes there is equity in such equipment and that such equity should be for the benefit of all creditors. The equipment which has been repossessed by Komatsu is: (i) Komatsu Excavator PC138, Model No. PC138USLC-8, Serial no. 23146 with 24" Bucket, 36" Bucket and BTI Hyd Plate Compactor; and (ii) Sakai 84" Drum Roller, Model No. SV505D-1, Serial No. VSV16D-60102. The Debtor no longer needs the Equipment for its operations and, as a result, it desires to sell the Equipment. The costs to pay the secured notes on the Equipment, as well as the costs to maintain the Equipment, constitute payments from the Debtor's estate which outweigh any benefit to its estate of retaining the Equipment. Therefore, the Debtor has determined that it is in the best interests of its estate and its operations to sell the Equipment. The Debtor scheduled the value of all of the equipment on which Komatsu has a lien as having a value substantially lower than the Debtor believes the value of the equipment. The amounts set forth on the Debtor's Schedules are, however, book value only. The Debtor believes the market value of its equipment is considerably higher. Thus, once the Komatsu Equipment is sold, it is believed that the remaining equipment upon which Komatsu has a lien may have equity for the benefit of other creditors of the Debtor. The Debtor has negotiated with various equipment dealers and private parties, including construction companies, with respect to the purchase of the Equipment. As a result, it has entered into an agreement to sell the Equipment to the Buyer. As a result, the amount to be paid on account of the Komatsu Equipment by the Buyer is $102,000 and the amount to be paid is $104,000 for the Mack Truck. The Debtor's confirmed Plan of Reorganization is a Plan of Liquidation. The Plan provides that the Debtor is authorized to sell any and all of its personal property, which includes the Equipment. Purchase money financing is owed to Komatsu by the Debtor in the total amount of $111,613, as of the Petition Date as set forth by Komatsu in its Proof of Claim filed on July 31, 2020 (Claim 19-1). Komatsu may be owed additional accrued interest, costs, attorneys' fees and other items as may be due and owing to Komatsu. Komatsu claims that as of Dec. 31, 2020, $116,932 is owed by the Debtor, plus an additional $12,342 in attorneys' fees. Komatsu is secured on the Komatsu Equipment by virtue of several security agreements, including a Cross Collateral Security Agreements dated Dec. 10, 2013 and April 1, 2014, wherein the Debtor granted to Komatsu a security interest in the Equipment. The security interests are properly perfected by appropriate filings of UCC-1s. Purchase money financing has been granted by S&T Bank on the Mack Truck, on which approximately $97,000 is owed on the loan granted by S&T Bank. The Equipment is believed to be the subject to liens as follows: a. The purchase money security interests as set forth. b. A lien granted to S&T Bank to secure a line of credit granted to the Debtor by S&T Bank on which approximately $270,000 is owed. The note granted by S&T Bank is secured on all of the equipment of the Debtor, except the Mack Truck. S&T also has a security interest in the Mack Truck. c. Security interest granted to Change Capital Holdings, LLC in the approximate amount of $200,000. The note granted to Change Capital Holdings, LLC may be secured on all equipment of the Debtor, except the vehicle, subject to the prior liens of S&T Bank. d. Security interest granted to S&T Bank on the Mack Truck. In accordance with its Plan, the Debtor asks that the Equipment be sold free and clear of all liens, claims, encumbrances, and other interests, including but not limited to any liens and encumbrances. All liens, claims, encumbrances and other interests against the Equipment, if any, will transfer and affix to the sale proceeds in the same order of priority as set forth in the Debtor's Plan. The Debtor proposes to pay costs and expenses associated with the sale of the Equipment as aforesaid at Closing as follows: a. Any notarization or incidental filing charges required to be paid by the Debtor as Seller. b. All other costs and charges apportioned to the Debtor as seller; c. All costs associated with the preparation of the conveyance instruments and normal services with respect to closing, including payment of a total of $10,000 from the sale of the Equipment, split so that $5,000 is to be paid from the proceeds of the Komatsu Equipment, and $5,000 is to be paid from the proceeds of the Mack Truck, payable to the Debtor's counsel, Cunningham, Chernicoff & Warshawsky, P.C., in connection with implementation of the sale, the presentation and pursuit of the Motion, consummation of closing and other approved professional fees and expenses in connection with the case. It is believed that after payment to S&T Bank on account of its lien on Mack Truck, and subsequent to the payment of the costs of sale, there will be additional net proceeds as it is anticipated that the loans secured on the Mack Truck will be paid in full. Accordingly, subject to the payment of the costs of sale and the payment of the sum owed to S&T Bank on account of its lien on the Mack Truck, the remaining proceeds from the sale of the Mack Truck will be payable for administrative expenses and other creditors of the Debtor as set forth in the Debtor's Plan. Subsequent to the payment of the costs of sale, the Debtor proposes to pay the net proceeds of any sale of the Komatsu Equipment to Komatsu on account of its lien in an amount not to exceed the total amount owed to Komatsu as to its allowed secured claim. Any proceeds from the sale of the Komatsu Equipment over and above the amount necessary to pay Komatsu in full as to its allowed secured claim will be paid to S&T Bank on account of its blanket security interest in all of the equipment of the Debtor, excluding, however, the Mack Truck. It is not anticipated that there will be any additional proceeds to S&T Bank. Because over time the Equipment may decrease in value, the Debtor asks that any order approving the sale transaction be effective immediately by declaring inapplicable the 14-day stay provided in Bankruptcy Rules 6004(h) and 6006(d). A copy of the Agreement is available at https://tinyurl.com/y3xosu69 from PacerMonitor.com free of charge. The Purchaser: PHILLY CLASS A DEMOLITION, INC. 10011 Sandmeyer Ln Philadelphia, PA 19116 E-mail: info@phillyclassademo.com About Infrastructure Solution Services Infrastructure Solution Services Inc. is a provider of green stormwater infrastructure solutions in the Philadelphia market. Based in Jonestown, Pa., Infrastructure Solution Services filed a Chapter 11 petition (Bankr. M.D. Pa. Case No. 19-03915) on Sept. 13, 2019. In the petition signed by Corey Wolff, director, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Subsidiary Happy Endings Holdings, LLC, also filed for Chapter 11 (Bankr. M.D. Pa. 19-03916) on Sept. 13, listing under $1 million in assets and $1 million to $10 million in liabilities. Another subsidiary, ISS Management, LLC, a privately held company whose principal assets are located at 156 S Bethlehem Pike Ambler, PA 19002, filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 19-04825) on Nov. 12. In its petition, ISS was estimated to have $1 million to $10 million in both assets and liabilities. All three cases are jointly administered under Infrastructure Solution Services' case. The Hon. Henry W. Van Eck oversees the cases. The petitions were signed by Corey Wolff, director of Infrastructure Solution Services. Robert E. Chernicoff, Esq., at Cunningham Chernicoff & Warshawsky, P.C., serves as the Debtors' bankruptcy counsel. On Oct. 20, 2020, the Court confirmed the Debtor’s Chapter 11 Plan of Reorganization. Rhe Debtor is now operating under its Confirmed Plan of Reorganization. JADEX INC: Moody's Assigns B2 CFR & B2-PD PDR, Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and a B2-PD Probability of Default Rating to Jadex Inc. Moody's also assigned B2 (LGD3) ratings to the company's $50 million senior secured revolving credit facility expiring May 2024 and $355 million senior secured first lien term loan due May 2026. The outlook is stable. The proceeds from the term loan were used to finance the acquisition of Jadex by One Rock Capital Partners, LLC in May 2019. The assignment of the B2 Corporate Family Rating reflects Moody's expectation of continued weak free cash flow to debt, a small revenue base and the company's lack of history as a standalone entity. Moody's expects Jadex's debt to LTM EBITDA to improve in 2021 from new business and productivity initiatives. While free cash flow is also expected to improve as one time charges abate, Moody's expects it to remain constrained by continued capex spending to fund new business and productivity initiatives. Moody's projects debt to LTM EBITDA to improve to 4.8x and free cash flow to debt to approach 2.0% by the end of 2021 from 5.1x and -4.8% LTM as of September 30, 2020, respectively. Jadex was carved out from Newell Brands Inc. (Ba1 negative) in May 2019. The B2 ratings on the revolver and 1st lien term loan, the same as the Corporate Family Rating, reflect the benefit of guarantees and security from the wholly owned domestic subsidiaries and their standing as the preponderance of debt in the capital structure. The co-borrowers are Jadex Inc. and Zinc Holdings, Inc. The facility is guaranteed by the wholly owned domestic subsidiaries and the parent company, Zinc-Polymer Parent Holdings, LLC (issuer of the financial statements). Security includes a first priority lien on substantially all of the personal property and real property of the guarantors, subject to certain exceptions. The stable outlook reflects Moody's expectation that Jadex will effectively commercialize its new business, benefit from productivity initiatives and improve free cash flow to debt. The senior secured term loan contains certain covenant flexibility for transactions that can adversely affect creditors. The document governing the company's senior secured term loan gives Jadex the ability to incur incremental indebtedness up to the greater of $36.5m and 50% of pro forma adjusted EBITDA plus additional amounts so long as pro forma: first lien net leverage ratio does not exceed 3.7x (for pari passu indebtedness); total net leverage ratio does not exceed 4.7x (for junior secured indebtedness); and either (i) total net leverage ratio does not exceed 4.7x, or (ii) interest coverage is not less than 2.0x (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. The credit facilities also include: provisions allowing the transfer of assets to unrestricted subsidiaries subject to a blocker provision limiting the transfer of Intellectual Property that is material to the business taken as a whole. Only wholly-owned subsidiaries must provide guarantees, and guarantees may be released if subsidiary guarantors cease to be wholly-owned; partial dividends of ownership interests could jeopardize guarantees. Jadex's obligation to prepay loans with the net proceeds of asset sales has no step-downs. Assignments: Issuer: Jadex Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD Gtd Senior Secured 1st Lien Revolving Credit Facility, Assigned B2 (LGD3) Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Outlook Actions: Issuer: Jadex Inc. Outlook, Assigned Stable RATINGS RATIONALE Weaknesses in Jadex's credit profile include a high customer and product concentration of sales, lack of scale (revenue) and low EBITDA margin. Moreover, the company competes in the competitive and fragmented packaging industry, which makes growth and margin expansion difficult. The company generates 11% of sales from cyclical industrial end markets including automotive. Jadex has a high percentage of customers without long-term contracts, which lowers switching costs. Governance risks are heightened given Jadex's private equity ownership, which carries the risk of an aggressive financial policy, which could include debt funded acquisitions or dividends. All of the members of the board of directors are affiliated with One Rock Capital Partners, LLC. Strengths in Jadex's credit profile include its high exposure to stable end markets and long-term relationships with blue-chip customers. The company generates approximately 65% of sales from medical, food and consumer end markets. Jadex has an average relationship of over 20 years with its top customers which include many blue chip names. The company is the sole supplier and has exclusivity clauses on a significant percentage of business. Jadex's adequate liquidity encompasses an expectation of weak free cash flow over the next 12 months offset by adequate back up liquidity from the $50 million revolver, which expires May 2024. Moody's considers the revolver small in comparison to capex and interest expense and as a percentage of total revenue. The only financial covenant for the revolver is a springing first lien leverage ratio of 6.5x which is triggered at 35% utilization. The company is expected to maintain good cushion under this covenant over the next 12 months. Jadex has some seasonality in 2Q and 3Q. Term loan amortization is 1.0% annually ($3.55 million) paid quarterly. Certain assets are not secured by the credit agreement leaving some alternate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if there is deterioration in the credit metrics, liquidity or competitive environment. Specifically, the ratings could be downgraded if: Debt to EBITDA is above 6.0 times EBITDA to interest expense is below 2.5 times Free cash flow to debt is below 1.0% An upgrade would require a sustainable improvement in credit metrics within the context a stable competitive environment. Jadex would also need to increase its scale (revenue) and diversity and improve its liquidity, including an improvement in free cash flow. Specifically, the ratings could be upgraded if: Debt to EBITDA is below 5.0 times EBITDA to interest expense is above 3.5 times Free cash flow to debt to debt is above 4.0% Headquartered in Greenville, SC, Jadex Inc. is a manufacturer of rigid and flexible plastic packaging and zinc and steel-based products. Jadex serves the food, medical, consumer, industrial, infrastructure, coinage, and automotive end markets. 84% of sales are generated in the US with the balance generated in the Philippines, Canada, Mexico, United Kingdom, China, Germany, and Italy. Jadex has been a portfolio company of One Rock Capital Partners, LLC since May 2019 and does not publicly disclose financial information. LTM sales as of September 30, 2020 were approximately $651 million. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in September 2020. JANE STREET: New $300MM Upsize Loan No Impact on Moody's Ba2 CFR ---------------------------------------------------------------- Moody's Investors Service said that Jane Street Group, LLC's proposed senior secured term loan upsize by $300 million does not impact its Ba2 Corporate Family Rating, Ba3 senior secured first lien term loan rating nor its positive outlook. RATINGS RATIONALE Moody's said the Ba3 senior secured rating reflects Jane Street's highly profitable business model and strong market position as a global electronic market maker and liquidity provider. The firm's business model generates significant trading gains, especially during volatile periods, such as in the first half of 2020. Moody's said that Jane Street has clearly demonstrated its ability to profit from significant increases in market volumes despite the challenging operating conditions that have persisted throughout the pandemic. Jane Street's strong profitability has resulted in significant increases in its capital position, a credit positive. Jane Street's ratings incorporate the inherently high level of operational and market risks from the firm's market-making activities, that could result in severe losses and a deterioration in liquidity and funding in the event of a significant risk management failure. However, the firm's partnership-like culture and key executives' high level of involvement in control and management oversight provide an effective risk management framework, said Moody's. Moody's said that Jane Street's overall growth has accelerated, with a specific expansion into segments like fixed income trading, that are adjacent to its historical areas of core competency. Moody's said Jane Street's ratings also consider the firm's trading expansion into these higher-risk, and generally less-liquid securities, which requires careful management of incremental liquidity and market risks. Moody's said Jane Street's existing Ba3 senior secured loan as well as the new add-on is issued by Jane Street's holding company, and accordingly this rating is one notch below Jane Street's Ba2 CFR because obligations at the holding company are structurally subordinated to Jane Street's operating companies, where the preponderance of the group's debt and debt-like obligations reside. Moody's said Jane Street's positive outlook reflects an improving trend in Jane Street's credit profile, with higher capital and greater liquidity. Moody's said a key factor that would support a sustained improvement in Jane Street's credit profile is the maintenance and evolution of the firm's risk management and controls' framework to fully reflect the incremental risks associated with its growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade: -- Strong demonstration and maintenance of a sound risk management and controls' framework that supports the firm's growth and risk appetite -- Improved quality and diversity of profitability and cash flows from development of lower-risk trading strategies -- Reduction in holdings of less-liquid and higher-risk assets while maintaining strong profitability -- Reduced reliance on key prime brokerage relationships Factors that could lead to a downgrade: -- Increased risk appetite or failure to effectively evolve the risk management and controls' framework to meet the challenges posed by rapid growth -- Adverse changes in corporate culture or management quality -- Reduced profitability from changes in market or regulatory environment -- Significant reduction in retained capital The methodology used in this rating was Securities Industry Market Makers Methodology published in November 2019. JANE STREET: S&P Rates Senior Secured Term Loan Add-On 'BB-' ------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' issue rating to Jane Street Group LLC's add-on to its senior secured term loan B due 2025. This incremental debt provides additional stable funding, and S&P expects the company to use the proceeds to further expand trading capital and support liquidity as the firm continues to expand its trading operations. Despite its expectations that utilization of the additional trading capital will increase trading book market risk exposure, this has no impact on its ratings on Jane Street. This is because S&P believes capital is sufficient to maintain an S&P Global Ratings risk-adjusted capital ratio above 9%, in line with its current ratings expectations. JOSEPH EPISCOPO III: Summit Property Sale Hearing Set for Jan. 26 ----------------------------------------------------------------- Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on Jan. 26, 2021, at 10:00 a.m., to consider Joseph Episcopo, III's sale of his right, title, and interest in his real property located at 100 Glenside Avenue, in Summit, New Jersey, to Russell Hanneken and Jennifer Anderson for $905,000, or to such other party who may make a higher or better offer. The Objection Deadline is Jan. 22, 2021 at 3:30 p.m. The Parties are directed to make arrangements to appear telephonically via Court ܆Solutions (https://www.court-solutions.com/ or dial (917) 746-7476). On Nov. 17, 2020, the Court entered an Order Requiring Debtor To File A Plan And Disclosure Statement by Feb. 5, 2021. The Property was listed for sale with Stack & Stack, LLC since the summer of 2020. The listing indicated that the Property was being sold as part of the Debtor's Chapter 11 bankruptcy proceeding and was subject to Court approval. It also stated that the sale was "as is, where is." On Aug. 18, 2020, the Debtor and the Purchasers executed a Contract of Sale for the purchase of the Property for a purchase price of $930,000 with a deposit of $93,000. The sale contract was revised by attorney letter dated Nov. 17, 2020. After obtaining both title work and conducting an inspection of the Property, the Purchasers, through their counsel, sought a price reduction of more than $44,000. The Debtor did not agree to the proposed reduction. The Purchasers, through their real estate counsel, terminated the contract, demanded and obtained a refund of their deposit. The parties, through counsel, subsequently entered into a period of negotiations for a revised purchase agreement. On Dec. 31, 2020, the parties entered into a revised Contract of Sale for Real Estate Agreement. On Jan. 4, 2021, the parties signed a Rider to the Sale Agreement. Their obligations under the Sale Agreement and the Rider are expressly subject to (i) entry of an Order by the Court approving the Sale of the Property free and clear of liens, claims and encumbrances, with the foregoing, if any, to attach to the proceeds of the Sale, and (ii) higher and better offers. The Purchasers' real estate counsel has confirmed that he is holding a 10% deposit of $90,500 in his attorney trust account in escrow toward the purchase of the Property. The parties' real estate counsel previously conducted a period of attorney review. The Purchasers also previously retained professionals to conduct an inspection of the Property. The Debtor is in the process of obtaining a Certificate of Occupancy for the Property and believes that he will obtain it prior to the scheduled closing. Upon information and belief, the Purchasers are approved for a loan to finance the balance of the Purchase Price. The Debtor has not received any other written offers from any other third parties. At the signing of the Sale Agreement, the parties anticipated a closing date of Feb. 12, 2021. Subsequently, the Purchases' Real Estate Counsel indicated that their lender requested that the closing date be revised from Feb. 12, 2021 to Feb. 1, 2021 and provided an Amendment to Real Estate Contract changing the closing date. In order to allow the parties to do so, the Debtor respectfully asks that the Court waives the stay period under the Federal Rule of Bankruptcy Procedure 6004(h) and, through a separate application, respectfully asks the Court to hear the matter on shortened time, which the Court approved. Upon information and belief, and pursuant to a (i) payoff statement obtained by the Debtor; and (ii) a (partial) title report and judgment search obtained by the Purchasers, the following liens exists against the Property: a. Lakeland Bank holds a valid first lien on the property with an estimated payoff as of Dec. 15, 2020 of $424,253. b. Pursuant to the terms of a settlement of state court litigation with the Debtor and Dean Episcopo, Investors Bank holds a second mortgage against the Property and Dean Episcopo's real property in the total amount of approximately $469,303 as of Dec. 31, 2020 (pursuant to a payoff statement dated Dec. 15, 2020 obtained by the Debtor). Investors Bank agreed to release its lien on the Debtor's Property upon payment of one-half of the payoff amount, approximately $234,652, with Investors Bank's lien remaining on Dean Episcopo's real property for the balance of the payoff amount. c. A judgment in the amount of $14,889.00 was docketed under Judgment Number DJ-089633-2020 on Sept. 8, 2020 by the State of New Jersey post-petition in violation of the stay provisions of Section 362 of the Bankruptcy Code. Therefore, the docketing of the judgment is void and, no distribution will be made to State of New Jersey at the closing of the sale of the Property. The proposed Purchase Price under the Sale Agreement is $905,000. Therefore, the Purchase price is greater than the aggregate value of all valid liens of record filed against the Property. Thus, the sale of the Property will be free and clear of all liens. A copy of the Agreement is available at https://tinyurl.com/y5lho3ff from PacerMonitor.com free of charge. Counsel for Debtor: Milica A. Fatovich, Esq. Illisa Churgin Hook, Esq. HOOK & FATOVICH, LLC 1044 Route 23 North, Suite 100 Wayne, NJ 07470 Telephone: (973) 686-3800 Facsimile: (973) 686-3801 Joseph Episcopo, III sought Chapter 11 protection (Bankr. D. N.J. Case No. 20-15956) on April 29, 2020. The Debtor tapped Milica A. Fatovich, Esq., as counsel. On Aug. 18, 2020, the Court appointed Stark & Stark, LLC as the Debtor's Realtor. On Dec. 4, 2020, the Court appointed Fiorello, Puccio & Fiorello, LLC as the Debtor's Special Real Estate Counsel. KADMON HOLDINGS: Amends Employment Contracts with Top Execs ----------------------------------------------------------- Kadmon Holdings, Inc. entered into amendments to the employment agreements of Harlan W. Waksal, M.D., Kadmon's president and chief executive officer, Steven Meehan, Kadmon's executive vice president and chief financial officer, and Gregory S. Moss, Kadmon's executive vice president, general counsel and corporate secretary, chief compliance officer. The effective date of the amendments is Jan. 1, 2021. Under the terms of the amendments, Dr. Waksal will receive an annual base salary of $650,000, Mr. Meehan will receive an annual base salary of $520,000 and Mr. Moss will receive an annual base salary of $468,000. Dr. Waksal will also be eligible for a year-end target bonus of 70% of his annual base salary, Mr. Meehan will be eligible for a year-end target bonus of 45% of his annual base salary, and Mr. Moss will be eligible for a year-end target bonus of 40% of his annual base salary. Each of the amendments also provides that in the event the Executive's employment is terminated without Cause (as defined in the Kadmon Holdings, Inc. 2016 Equity Incentive Plan), or the employee resigns with Good Reason (as defined in the amendments), in either case during the three months prior to, as of, or within twelve months following the effective date of a Change in Control (as defined in the Plan), then the vesting of each of the Executives' stock options and/or other Awards (as defined in the Plan), as applicable, shall be accelerated and vest in full as of the date of termination. In addition, each of Executives' employment agreements were amended to provide that a "Change of Control" will constitute Good Reason for an Executive's resignation and that, if compensation and benefits payable would be subject to Sections 280G and 4999 of the Internal Revenue Code, such amounts would be reduced to the extent such reduction would place such Executive in a better net after-tax position. About Kadmon Holdings Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com -- is a clinical-stage biopharmaceutical company that discovers, develops and delivers transformative therapies for unmet medical needs. The Company's clinical pipeline includes treatments for immune and fibrotic diseases as well as immuno-oncology therapies. Kadmon Holdings recorded a net loss attributable to common stockholders of $63.43 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $56.26 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $188.99 million in total assets, $47.63 million in total liabilities, and $141.36 million in total stockholders' equity. BDO USA, LLP, in New York, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company has incurred recurring losses from operations and expects such losses to continue in the future. These factors raise substantial doubt about the Company's ability to continue as a going concern. LA DHILLON: Has Until Feb. 26 to File Plan & Disclosures -------------------------------------------------------- Judge John S. Hodge of the U.S. Bankruptcy Court for the Western District of Louisiana granted debtor La Dhillon Investments, LLC, an extension until Feb. 26, 2021, of its deadline to file its Chapter 11 Plan of Reorganization and Disclosure Statement. The Debtor said the requested extension will increase the likelihood of a successful plan of reorganization that maximizes the reorganization value. The Debtor seeks to provide an opportunity for more expeditious resolution and payment of claims through confirmation of a consensual plan with its secured lender, Bank of New York Mellon Trust Company, N.A., f/k/a The Bank of New York Trust Company, N.A., as Indenture Trustee, under the Indenture dated March 1, 2006, for the benefit of the Indenture Trustee and holders of the Business Loan Express Business Loan-Backed Notes, Series 2006-A, and the Hedge Counterparty,as their interests may appear ("BNY"). The Debtor has proposed various terms in a term sheet submitted to BNY 2.5 months ago. However, BNY has not completed its valuation of the Debtor's real property,and is not in a position to respond to the term sheet. The Debtor's property was also affected by hurricanes in the late summer/early fall of 2020, and Debtor and BNY are attempting to resolve the property damage issues, including repairs and the cost of same, and potential reimbursement of same. Counsel for the Debtor and BNY have participated in multiple phone conferences and video conferences to discuss these issues. A full-text copy of the order entered Jan. 12, 2021, is available at: https://bit.ly/3ssxNEm Attorneys for the Debtor: Bradley L. Drell, Esq. Heather M. Mathews, Esq. GOLD WEEMS BRUSER SUES & RUNDELL P. O. Box 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 E-mail: bdrell@goldweems.com About La Dhillon Investments La Dhillon Investments, LLC, based in Ruston, LA, filed a Chapter 11 petition (Bankr. W.D. La. Case No. 20-30840) on Sept. 14, 2020. In the petition signed by Devinder Singh, owner, the Debtor was estimated to have $0 to $50,000 in assets and $1 million to $10 million in liabilities. The Hon. John S. Hodge presides over the case. Gold Weems Bruser Sues & Rundell, serves as bankruptcy counsel to the Debtor. LETTUCE DEVELOP: Hearing on Public Auction of Assets Set for Feb. 3 ------------------------------------------------------------------- Judge Dana L. Rasure of the U.S. Bankruptcy Court for the Northern District of Oklahoma will convene a hearing on Feb. 3, 2021, at 10:00 a.m., to consider Lettuce Develop & Prosper, LP's proposed public auction of personal property and vans. Objections, if any, to the proposed sale must be filed and served not less than seven days before the date set for the hearing. In its Motion, the Debtor proposed to sell the assets at public auction to be held on Feb. 23, 2021, at 2:00 p.m. The sale will be free and clear of all liens, claims, encumbrances, and other interests. The Debtor sought relief from the 14-day stay of execution. If no objection is timely filed or served, the Court may strike the hearing and grant the requested relief without further notice or hearing. About Lettuce Develop & Prosper Lettuce Develop & Prosper, LP, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Okla. Case No. 20-11848) on Dec. 9, 2020. The Debtor hired McDonald & Kindelt, LLP, as attorney. LIVEXLIVE MEDIA: Timothy Spengler Quits Board --------------------------------------------- Timothy Spengler notified LiveXLive Media, Inc. that he was retiring from service on the Company's board of directors, effective Jan. 11, 2021. Mr. Spengler previously served as a director of the Company since September 2017. At the time of his resignation, Mr. Spengler served on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board. Mr. Spengler's resignation is not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Company anticipates that one or more existing independent members of the Board will be appointed to the Nominating and Corporate Governance Committee to fill the vacancy created by Mr. Spengler's resignation. Amends Bylaws The Board approved Amendment No. 1 to the Company's Bylaws, which was adopted effective as of Jan. 11, 2021. Pursuant to Amendment No. 1, Section 3.11 of the Bylaws was amended and restated to conform the Bylaws to the requirements of General Corporation Law of the State of Delaware to state that subject to the rights of the holders of the shares of any series of the Company's preferred stock, any individual director of the Company may be removed from office, with or without cause, at any time by the affirmative vote of holders of shares of the Company's capital stock issued and outstanding entitled to vote at an election of directors representing at least the majority of the votes entitled to be cast thereon. About LiveXLive Media Headquartered in West Hollywood, CA, LiveXLive -- http://www.livexlive.com-- is a global digital media company focused on live entertainment. The Company operates LiveXLive, a live music video streaming platform; and Slacker Radio, a streaming music pioneer; and also produces original music-related content. LiveXLive is at 'live social music network', delivering premium livestreams, digital audio and on-demand music experiences from the world's top music festivals and concerts, including Rock in Rio, EDC Las Vegas, Hangout Music Festival, and many more. LiveXLive also gives audiences access to premium original content, artist exclusives and industry interviews. Through its owned and operated Internet radio service, Slacker Radio (www.slacker.com), LiveXLive delivers its users access to millions of songs and hundreds of expert-curated stations. LiveXLive reported a net loss of $38.93 million for the year ended March 31, 2020, compared to a net loss of $37.76 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $81.01 million in total assets, $67.81 million in total liabilities, and $13.20 million in total stockholders' equity. BDO USA, LLP, in Los Angeles, California, the Company's auditor since 2018, issued a "going concern" qualification in its report dated June 26, 2020, citing that the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. In addition, the COVID-19 pandemic could have a material adverse impact on the Company's results of operations, cash flows and liquidity. LSC COMMUNICATIONS: Asks March 5 Solicitation Exclusivity Extension ------------------------------------------------------------------- LSC Communications, Inc. and its affiliates, request the U.S. Bankruptcy Court for the Southern District of New York to extend by 30 days the exclusive period during which the Debtor may solicit acceptances, through and including March 5, 2021. In the approximately nine months since the Debtors commenced these Chapter 11 Cases, the Debtors submit that they have made significant progress in good faith towards achieving this goal. In addition, the Debtors have been operating in an unprecedented environment given the COVID-19 pandemic. The Debtors filed these Chapter 11 Cases, stabilized operations, secured DIP financing, completed a sale for substantially all of the Debtors' assets, and filed the Original and Revised Plan and Disclosure Schedule, all while the majority of the Company's management team and advisers have been limited to working remotely. The Debtors continue to work closely with Committee, the prepetition secured lenders and other parties-in-interest, and the Revised Plan that is being solicited reflects the global consensus of all stakeholders in these cases. The Debtors have been paying their undisputed post-petition bills as they become due. Following the closing of the sale of substantially all of their assets, including the assumption by the purchaser of most post-petition trade payables, the Debtors' liquidity position with respect to the ongoing administration and wind-up of the Debtors' estates remains strong. The Debtors anticipate that with an extension, they will be able to confirm the Revised Plan and Revised Disclosure Statement and successfully resolve these Chapter 11 Cases. Also, the relief sought in this motion seeks to avoid the disruption to that consensual process that would result from the submission of competing chapter 11 plans in the middle of the solicitation process, which would cause considerable and unnecessary uncertainty and delay at a very late stage, to the detriment of all parties-in-interest. A copy of the Debtors' Motion to extend is available from primeclerk.com at https://bit.ly/3oJ9Q9J at no extra charge. 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. Judge Sean H. Lane presides over the case. The Debtors tapped Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor LLP as their bankruptcy counsel, Evercore Group LLC as an 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 an investment banker, and Prime Clerk LLC as information agent. MACQUARIE INFRASTRUCTURE: S&P Lowers ICR to 'B+' on Sale of IMTT ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Macquarie Infrastructure Corp. (MIC) to 'B+' from 'BB' after the company completed the sale of its largest and most stable subsidiary IMTT Holdings LLC (about 45% of 2019 EBITDA), announced its plan to use the net cash proceeds to repay about $400 million of MIC corporate debt, and funded a $960 million special dividend. The outlook is stable. At the same time, S&P revised its outlook on Atlantic Aviation to stable from developing and raised its issue-level and recovery ratings on Atlantic Aviation's secured term loan to 'BB' and '1' respectively. S&P said, "The stable outlook reflects our expectation that MIC will maintain consolidated S&P Global Ratings adjusted debt to EBITDA below 4.5x with adequate liquidity over the next 12-18 months, despite a slow recovery in travel activity, modest earnings growth at Hawaii Gas, and an uncertain pace of broader economic recovery." "The sale of IMTT Holdings LLC (IMTT) reduces MIC's scale and diversity, affecting our assessment of business risk." "Our ratings downgrade reflects our revised assessment of MIC based on the significant decline in scale and diversification following the sale of IMTT and our view that MIC is more susceptible to economic stress following the sale. It leaves MIC with a greater exposure to cyclical end markets highly sensitive to travel demand. We forecast that Atlantic Aviation will contribute roughly 80% of MIC EBITDA in 2021." Atlantic Aviation is a fixed-base operator (FBO) that provides services such as fueling, hangar rentals, and parking at 69 airports throughout the U.S. About 48% of Atlantic's gross profit is derived from transactional fuel sales directly related to the level of general aviation activity at the airports where it operates. Roughly 20% of MIC EBITDA will be contributed by Hawaii Gas (not rated), a Hawaii-based distributor of gas with high exposure to travel demand given its operations are solely in Hawaii." Atlantic Aviation and Hawaii Gas were acutely affected by the decline in economic and travel activity in 2020, with expected fiscal 2020 (ending Dec. 31, 2020) EBITDA declines of 24.7% and 36.7% year-on-year respectively (on an S&P Global Ratings-adjusted basis for Atlantic, and on a publicly disclosed EBITDA basis for Hawaii Gas). Nevertheless, contango in the energy commodity markets drove an increase in IMTT's storage demand, and the company's utilization rates increased to 95.8% for the third quarter of 2020, from 85.2% for the third quarter of 2019. Although S&P expects adjusted leverage will remain below 4.5x, asset sales and special dividends could affect credit metrics. S&P said, "Relative to our prior expectation for S&P Global Ratings adjusted leverage to remain in the high-4x area through 2021, we now expect leverage will decline and remain in the low-4x area over the next 12-24 months given the $400 million of debt repayment from IMTT sale proceeds. Notwithstanding the special payout of about $960 million with proceeds from the sale of IMTT, we do not forecast additional dividends. MIC suspended its annual dividend payments to preserve liquidity after the first quarter of 2020. However, we expect MIC will assess its dividend policy on a quarterly basis, considering underlying operating performance, general market and economic factors, and progress selling its assets." "Over the last six years, MIC has averaged dividends of about $360 million annually, and our ratings reflect event risk with respect to shareholder dividends and the unpredictability in our credit ratios as MIC pursues its asset sale and business wind-down strategy." "Despite significant macroeconomic uncertainty, our stable outlook reflects our expectation that Atlantic Aviation's earnings will stabilize, albeit at lower levels." Following sharp declines in general aviation activity at the airports where it operates in April 2020 (of about 80% year-on-year), Atlantic Aviation benefited from an industry-wide rebound in private air travel, and general aviation activity at the airports where Atlantic operates recovered to roughly 80% of prior-year levels by the third quarter 2020 as clients likely sought private aviation to avoid more densely populated commercial air travel. S&P said, "However, we expect Atlantic Aviation's full recovery will be challenged by the more moderate pace of the rebound in corporate air travel, to which the company's exposure is modestly skewed, relative to leisure travel. Our base case reflects our expectation Atlantic's adjusted EBITDA will continue to stabilize at levels down about 17.5% from 2019, resulting in solid free operating cash flow generation of about $85 million-$95 million annually over the next two years (about 7%-8% of adjusted debt) and adequate standalone liquidity consisting of at least about $100 million in cash on hand." As vaccine rollouts in several countries continue, S&P 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." The stable outlook reflects S&P's expectation that MIC will maintain consolidated S&P Global Ratings adjusted debt to EBITDA below 4.5x with adequate liquidity over the next 12-18 months, despite a slow recovery in travel activity, modest earnings growth at Hawaii Gas, and an uncertain pace of broader economic recovery. S&P could lower the ratings on MIC if it expects: -- A resumption of the dividend such that S&P Global Ratings adjusted leverage rises and remains over 5x; -- Severe stress on its operating subsidiaries resulting in free operating cash flow (FOCF) to debt declining below the mid-single-digit-percent area; or -- The announcement of a sale of one or more subsidiaries resulting in a material impact to S&P's assessment of business risk. A rating action on MIC will have direct implications for the ratings on Atlantic Aviation, given Atlantic's status as core to MIC. S&P said, "Although unlikely over the next 12 months given MIC's intention to sell its remaining assets, we could raise our issuer credit rating on MIC if the company sustains S&P Global Ratings adjusted leverage below 4.5x with FOCF to debt in the mid- to high-single-digit-percent range while maintaining adequate liquidity. In this scenario, we expect a longer-term commitment to invest in and grow Atlantic Aviation, have increased confidence that MIC would maintain a prudent financial policy, and expect a robust rebound in business and general aviation activity." MAGNOLIA LANE: Solicitation Period Moved Until Plan Hearing Ends ---------------------------------------------------------------- Judge Laurel Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, granted Magnolia Lane Condominium Association, Inc.'s request for extension of the period within which it has the exclusive right to solicit acceptances of a Chapter 11 plan after January 6, 2021, through the date the confirmation hearing is concluded. About Magnolia Lane Condominium Association Magnolia Lane Condominium Association, Inc., is a condominium association and the corporate entity responsible for the maintenance and operation of real property in which condominium unit owners have use rights. The property is in West Kendall, Miami, Florida. The Association consists of 208 units owned by separate owners. The average current sales price of the condominium units is between $115,000 and $125,000. Magnolia Lane Condominium Association filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 19-24437) on Oct. 28, 2019. In the petition signed by Mercedes Rodriguez, vice president, the Debtor was estimated to have $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Judge Laurel M. Isicoff oversees the case. The Debtor tapped John Paul Arcia, P.A., as its bankruptcy counsel; Florida Property Management Solutions, Inc., as its property manager; and Preferred Accounting Services and Kapila Mukamal, LLP as its accountants. MALLINCKRODT PLC: Cole, Akin Gump Update on Opioid Claimants ------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Cole Schotz P.C. and Akin Gump Strauss Hauer & Feld LLP submitted an amended verified statement to disclose an updated list of official Committee of Opioid Related Claimants in the Chapter 11 cases of Mallinckrodt PLC, et al. The Debtors are pharmaceutical companies that manufacture and sell, among other products, opioid pain medications such as hydrocodone and oxycodone. These two opioid products have historically accounted for a significant percentage of the Debtors' total sales, including approximately 20% of the Debtors' total sales in 2019. The Debtors have been named as defendants in thousands of lawsuits filed in the state and federal courts as a result of their role in the ongoing opioid epidemic that has wracked this country and others and resulted in hundreds of thousands of deaths—and continues to result in approximately 150 deaths each day. On Oct. 27, 2020, the United States Trustee for Region 3 appointed seven Opioid Claimants to serve on the OCC in the Chapter 11 Cases pursuant to Bankruptcy Code section 1102(a)(1). As set forth in the OCC's Initial Verified Statement, the OCC, as originally constituted, comprised the following entities and persons: (1) Brendan Berthold; (2) Blue Cross and Blue Shield Association; (3) Lyda Haag; (4) Garret Hade; (5) Life Point Health System; (6) Michael Masiowski, M.D.; and (7) Kathy Strain. The OCC members understand the OCC to have been appointed in recognition of the outsized role that the Debtors' opioid liability has played in the Debtors' determination to commence these Chapter 11 Cases. Indeed, by some estimates the Debtors produced 38% of the opioids manufactured in the United States between 2006 and 2012. Opioid Claimants are a diverse group of at least 11 distinct constituencies, comprising creditors on both the public and private sides. While the original members of the OCC are all private individuals and corporations, since the beginning of these cases the OCC has demonstrated its commitment to upholding its fiduciary duties to all Opioid Claimants, including governmental creditors. Notwithstanding the diverse composition of Opioid Claimants in these Chapter 11 Cases, the Debtors and other parties have suggested that the Debtors' restructuring support agreement is supported by the most important Opioid Claimants, thereby minimizing the significance of other constituencies. As far as the OCC is aware, however, the only Opioid Claimants that support the RSA are the attorneys general for certain states and territories that have signed the RSA, the Governmental Plaintiff Ad Hoc Committee and certain political subdivisions and other entities represented by the Multi-State Governmental Entities Group. Notably, the RSA Public Claimants do not represent the interests of all public-side Opioid Claimants, which include, among others, independent public school districts throughout the nation. The OCC recognizes that hearing and understanding the views of each of its constituencies is critical to its members' ability to exercise their fiduciary obligations, and has maintained open lines of communication with public-side Opioid Claimants throughout the Chapter 11 Cases. In December 2020, counsel to the Public School Districts contacted counsel to the OCC and inquired about the possibility of joining the OCC in an ex officio capacity. As further confirmation of its commitment to represent the interests of all Opioid Claimants—both public and private—the OCC determined to grant the Public School Districts' request to serve as an ex officio member of the OCC. The OCC now includes the following Opioid Claimants asserting claims arising from the Debtors' actions: * Brendan Berthold's wife Kelly was addicted to prescription opioids, including those manufactured by the Debtors, for several years, and ultimately died in her home on April 18, 2012 from cardiorespiratory arrest as a result of taking opioid medications. Prior to her death, she worked in healthcare as a Health Information Administrator, and previously as a caregiver in a nursing home for retired nuns. Kelly had planned to start a home healthcare provider franchise, because she found that serving others' most basic needs was the most rewarding and worthwhile time of her life. Mr. Berthold became a plaintiff in a class action against several pharmaceutical companies, including the Debtors, in 2020. Mr. Berthold's unliquidated claims include litigation claims based on the wrongful death of his wife and loss of consortium. * BCBS Association is a national association of 36 independent, community-based Blue Cross and Blue Shield companies. The BCBS Companies provide healthcare coverage to one-third of all Americans, including approximately 5.5 million federal employees and annuitants who are members of a health plan established under the Federal Employee Health Benefits Act that BCBSA administers. BCBSA's claims arise from payments of excessive amounts for prescription medications used by members of this Federal Employee Health Benefit Plan and for other amounts paid for the treatment of illnesses, injuries, and addiction sustained by members of this plan from consumption of the Debtors' drugs, and costs that would not have been incurred but for the actions of the Debtors. * Lyda Haag became addicted after being prescribed opioids, including those manufactured by the Debtors, to treat pain resulting from aggravation of neck injuries in a car accident. As a result of her opioid dependency during pregnancy, Ms. Haag's son was diagnosed with NAS at birth. Ms. Haag filed an action against Mallinckrodt seeking to be named as class representative in a lawsuit seeking to establish a medical monitoring program for children born addicted to opioids and securing compensation for those children. Ms. Haag's unliquidated claims comprise a putative class action filed in the Opiate MDL seeking medical monitoring and personal injury damages. * Garrett Hade became addicted after being prescribed opioids, including those manufactured by the Debtors, in his youth beginning in 2005 for various minor injuries resulting from skateboarding. Following a years-long cycle through jails, detoxes, and hospitals caused by his addition, as well as a two-year span during which he was homeless, Mr. Hade began his recovery in 2015 with a stable recovery residence and a peer support network. Since then, Mr. Hade has been a dedicated advocate for the victims of the opioid crisis, co-founding The Voices Project as a non- profit organization dedicated to shattering the stigma associated with addiction and empowering others to share their own recovery stories. Mr. Hade has also worked to advance policy reforms for the treatment of substance use disorder, including working on federal and state legislation dedicated to establishing best practices and reforming the treatment industry. Mr. Hade's claims are unliquidated and, when filed, will include claims based on personal injury, including damages for inducing the unnecessary prescription of opioid medication, resulting in severe personal injury, addiction, overdoses, lost wages, and emotional injury. * Life Point is a health system with 89 hospital campuses spread throughout 30 states in rural, suburban, and urban communities. Life Point's hospitals have been on the frontline of the opioid crisis, and have borne the brunt of uncompensated and undercompensated care for harm inflicted by the Debtors. Before the Debtors commenced the Chapter 11 Cases, Life Point and its associated hospitals were asserting claims for these harms in litigation under the federal RICO statute and state RICO statutes, as well as under theories of nuisance, negligence, violation of consumer protection statutes, fraud and deceit, civil conspiracy, and unjust enrichment. Life Point's damages include: (1) the cost of opioids; (2) the cost of adapting operations in response to the opioid crisis; and (3) unreimbursed costs of providing treatment relating to opioid use. * Michael Masiowski, M.D. is an emergency room physician who has provided emergency opioid treatment services to patients who were uninsured, were indigent or otherwise eligible for services through programs such as Medicaid. Dr. Masiowski, is the class representative for a putative class of emergency room physicians who have been forced to provide an inordinate amount of emergency room services related to the "opioid epidemic," either for no compensation or for compensation substantially below mark compensation or for compensation substantially below market rates. Other damages relate to unreimbursed expenses incurred. Dr. Masiowski's putative class action against certain of the Debtors, along with other opioid manufacturers, seeks damages for these harms based on RICO violations, various forms of negligence and fraud. * Kathy Strain is a national advocate for family members affected by their loved ones' addiction to opioids. In 2018, Ms. Strain lost a child to an opioid overdose. In addition, Ms. Strain has adult children in recovery from opioid addiction after taking prescribed opioids. Ms. Strain's grandchild, whom she has custody of, was born with NAS after the child's mother became addicted to prescribed opioids, including those manufactured by the Debtors. As a result of in utero exposure to opioids, Ms. Strain's grandchild was diagnosed at birth with NAS, among other health ailments. Thereafter, Ms. Strain's grandchild suffered neonatal opioid withdrawal syndrome. Ms. Strain's unliquidated claims comprise personal injury damages. * Thornton Township High School District 205 in Illinois has been selected by the Public School Districts to serve as their representative and sit as an ex officio member of the OCC. The Public School Districts—which include, in addition to Thornton Township High School District 205, 58 school districts in nine states - seek to represent a class of approximately 13,000 school districts nationwide. The Public School Districts assert significant claims for damages against the Debtors, including the increased cost of special education and supplementary services to children with disabilities due to prenatal opioid exposure. As of Jan. 12, 2021, each Opioid Claimants Committee Member and their disclosable economic interests are: Brendan Berthold Jonathan Schulman Slater Slater Schulman LLP 488 Madison Ave. 20th Floor New York, NY 10022 * Unliquidated unsecured claim of at least $2.5 million on the basis of wrongful death. Blue Cross and Blue Shield Association 1310 G Street NW Washington, DC 20005 * Unliquidated unsecured claim including claims for costs of covering treatment for opioid use disorder. Lyda Haag Donald Creadore The Creadore Law Firm, P.C. 450 Seventh Ave. Ste. 1408 New York, NY 10123 * Unliquidated unsecured class claim on the basis of medical monitoring costs and unliquidated unsecured class claim for direct compensation to each NAS victim. Garrett Hade c/o Anne Andrews Andrews & Thorton, AAL, ALC 4701 Von Karman Ave., Suite 300 Newport Beach, CA 92660 * Unliquidated unsecured claim on the basis of personal injury, including addiction, lost wages and emotional injury. Life Point Health System 330 Seven Springs Way Brentwood, TN 37027 * Unliquidated unsecured claims. Michael Masiowski, M.D. c/o Paul S. Rothstein 626 NE 1st Street Gainesville, FL 32601 * Unliquidated unsecured class claim totaling of at least $100 million on the basis of RICO violations, various forms of negligence and fraud. Kathy Strain c/o Harold D. Israel Levenfeld Pearlstein, LLC 2 N. LaSalle Suite 1300 Chicago, IL 60602 * Unliquidated unsecured claim of at least $1 million on the basis of personal injury to her granddaughter, who suffers from the long term effects of NAS. Thornton Township High School District 205 in Illinois c/o Cyrus Mehri Mehri & Skalet, PLLC 1250 Connecticut Ave., NW Ste. 300 Washington, DC 20036 * Unliquidated claims. Proposed Lead Counsel to the OCC can be reached at: COLE SCHOTZ P.C. Justin R. Alberto, Esq. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: (302) 652-3131 Facsimile: (302) 652-3117 Email: jalberto@coleschotz.com - and - AKIN GUMP STRAUSS HAUER & FELD LLP Arik Preis, Esq. Mitchell P. Hurley, Esq. Sara L. Brauner, Esq. One Bryant Park New York, NY 10036 Telephone: (212) 872-1000 Facsimile: (212) 872-1002 Email: apreis@akingump.com mhurley@akingump.com sbrauner@akingump.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/3bMgTL4 and https://bit.ly/2LSgFXV 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. MALLINCKRODT PLC: Plan Talks Stalled as Dispute Rages On -------------------------------------------------------- Law360 reports that the consultant for global drug giant Mallinckrodt PLC told a Delaware judge Jan. 14, 2021, that movement toward a Chapter 11 plan has "virtually come to a standstill" as a dispute rages on over whether the drugmaker should reimburse fees for certain restructuring professionals. During a virtual hearing in front of U.S. Bankruptcy Judge John T. Dorsey, a restructuring consultant and financial adviser for Mallinckrodt testified that negotiations with stakeholders on a Chapter 11 plan have come to "a near halt" amid the fee row. "Activity has virtually come to a standstill," Randall S. Eisenberg of AlixPartners LLP said. About Mallinckdrodt PLC Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC, is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MALLINCKRODT PLC: Troutman, Gibson 2nd Update on Term Lender Group ------------------------------------------------------------------ Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law firms of Gibson, Dunn & Crutcher LLP and Troutman Pepper Hamilton Sanders LLP submitted a second amended verified statement to disclose an updated list of Ad Hoc First Lien Term Lender Group that they are representing in the Chapter 11 cases of Mallinckrodt PLC, et al. On or around May 2019, the Ad Hoc First Lien Term Lender Group was formed and retained attorneys currently affiliated with Gibson, Dunn & Crutcher LLP to represent them as counsel in connection with a potential restructuring of the outstanding debt obligations of the above-captioned and certain of their subsidiaries and affiliates. In September 2020, the Ad Hoc First Lien Term Lender Group retained Troutman Pepper Hamilton Sanders LLP as Delaware counsel. On Oct. 14, 2020, the Ad Hoc First Lien Term Lender Group filed its Verified Statement of the Ad Hoc First Lien Term Lender Group Pursuant to Bankruptcy Rule 2019 [Docket No. 194], and on November 10, 2020, the Ad Hoc First Lien Term Lender Group filed its First Amended Verified Statement of the Ad Hoc First Lien Term Lender Group Pursuant to Bankruptcy Rule 2019 [Docket No. 470]. The Ad Hoc First Lien Term Lender Group now files this Second Amended Verified Statement to amend and supplement the disclosures set forth on Exhibit A. Gibson Dunn and TPHS represent the Ad Hoc First Lien Term Lender Group, each member of which in its capacity as a lender under that certain Credit Agreement, dated as of March 19, 2014 among Mallinckrodt plc, Mallinckrodt International Finance S.A., Mallinckrodt CB LLC, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and the lenders from time to time party thereto. Gibson Dunn and TPHS do not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Gibson Dunn and TPHS do not represent the Ad Hoc First Lien Term Lender Group as a "committee" and do not undertake to represent the interests of, and are not fiduciaries for, any creditor, party in interest, or other entity that has not signed a retention agreement with Gibson Dunn or TPHS. In addition, the Ad Hoc First Lien Term Lender Group does not represent or purport to represent any other entities in connection with the Debtors' chapter 11 cases. Upon information and belief formed after due inquiry, Gibson Dunn and TPHS do not hold any disclosable economic interests (as that term is defined in Bankruptcy Rule 2019(a)(1)) in relation to the Debtors. As of Jan. 14, 2021, members of the Ad Hoc First Lien Term Lender Group and their disclosable economic interests are: Benefit Street Partners LLC 9 West 57th Street, 49th Floor New York, NY 10019 * First Lien Credit Agreement Claims: $19,611,231 * $20,000,000 5.75 Senior Notes due 2022 Blackrock Financial Management, Inc. 55 East 52nd Street New York, NY 10055 * First Lien Credit Agreement Claims: $13,131,438 Canyon Capital Advisors LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 * First Lien Credit Agreement Claims: $134,922,481 * $5,000,000 10% Senior Notes due 2025 Canyon CLO Advisors LLC 2000 Avenue of the Stars, 11th Floor Los Angeles, CA 90067 * First Lien Credit Agreement Claims: $37,272,281 Caspian Capital LP 10 East 53rd Street New York, NY 10022 * First Lien Credit Agreement Claims: $109,700,000 CCP Credit Master Lux S.a r.l. 8 Rue Genistre, L-1623 Luxembourg Grand Duchy of Luxembourg * First Lien Credit Agreement Claims: $2,117,259 CIFC Asset Management LLC 875 Third Avenue, 24th Floor New York, NY 10022 Asset Management LLC * First Lien Credit Agreement Claims: $63,586,890 Contrarian Capital Management, L.L.C. 411 West Putnam Avenue, Suite 425 Greenwich, CT 06830 * First Lien Credit Agreement Claims: $19,969,343 CSCP III Master Lux S.a r.l. 8 Rue Genistre, L-1623 Luxembourg Grand Duchy of Luxembourg * First Lien Credit Agreement Claims: $3,317,132 Eaton Vance Management and Boston Management and Research 2 International Place, 9th Floor Boston, MA 02110 * First Lien Credit Agreement Claims: $218,800,000 First Eagle Alternative Credit, LLC 227 West Monroe Street, Suite 3200 Chicago, IL 60606 * First Lien Credit Agreement Claims: $106,168,018 First Trust Advisors 120 E Liberty Drive Suite 400 Wheaton, IL 60187 * First Lien Credit Agreement Claims: $49,982,842 * $22,125,000 10% First Lien Notes due 2025 * $1,500,000 5.625% Senior Notes due 2023 * $2,000,000 5.5% Senior Notes due 2025 Glendon Capital Management, L.P. 2425 Olympic Boulevard, Suite 500E Santa Monica, CA 90404 * First Lien Credit Agreement Claims: $42,852,379 Marathon Asset Management, LP One Bryant Park, 38th Floor New York, NY 10036 * First Lien Credit Agreement Claims: $30,722,628 Morgan Stanley Senior Funding, Inc. 1585 Broadway, 2nd Floor New York, NY 10036 * First Lien Credit Agreement Claims: $38,348,962 MSD Credit Opportunity Master Fund, L.P. 645 Fifth Avenue, 21st Floor New York, NY 10022-5910 * First Lien Credit Agreement Claims: $20,289,203 Neuberger Berman Investment Advisers LLC and Neuberger Berman Loan Advisers LLC 190 South LaSalle Street, 23rd Floor Chicago, IL 60603 * First Lien Credit Agreement Claims: $39,794,604 Octagon Credit Investors, LLC 250 Park Avenue, 15th Floor New York, NY 10177 * First Lien Credit Agreement Claims: $67,917,193 PGIM, Inc. 655 Broad Street, 9th Floor Newark, New Jersey 07102 * First Lien Credit Agreement Claims: $83,088,273 Redding Ridge Asset Management, LLC 126 East 56th St., 22nd Floor New York, NY 10022 * First Lien Credit Agreement Claims: $8,866,876 Redwood Capital Management, LLC 910 Sylvan Ave. Englewood Cliffs, NJ 07632 * First Lien Credit Agreement Claims: $38,789,170 Silver Point Capital, LP Two Greenwich Plaza Greenwich, CT 06830 * First Lien Credit Agreement Claims: $231,275,457 Symphony Asset Management LLC TIAA-CREF Investment Management, LLC and Teachers Advisors, LLC 555 California Street, Suite 3100 San Francisco, CA 94104-1534 * First Lien Credit Agreement Claims: $62,138,607 Trimaran Advisors, L.L.C. and Trimaran Advisors Management, L.L.C. 600 Lexington Ave. New York, New York 10022 * First Lien Credit Agreement Claims: $17,925,484 Counsel for the Ad Hoc First Lien Term Lender Group can be reached at: TROUTMAN PEPPER HAMILTON SANDERS LLP David M. Fournier, Esq. Kenneth A. Listwak, Esq. Hercules Plaza, Suite 5100 1313 N. Market Street, P.O. Box 1709 Wilmington, DE 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 E-mail: david.fournier@troutman.com ken.listwak@troutman.com - and - Scott J. Greenberg, Esq. Michael J. Cohen, Esq. Matthew L. Biben, Esq. GIBSON, DUNN & CRUTCHER LLP 200 Park Avenue New York, NY 10166 Telephone: (212) 351-4000 Facsimile: (212) 351-4035 Email: sgreenberg@gibsondunn.com mcohen@gibsondunn.com mbiben@gibsondunn.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2Luao57 and https://bit.ly/3itKQ49 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. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MINDY HITCHCOCK: Court Finds Cause to Dismiss Ch. 11 Case --------------------------------------------------------- Judge Thomas J. Tucker of the United States Bankruptcy Court for the Eastern District of Michigan found cause to dismiss Mindy L. Hitchcock's Chapter 11 case under 11 U.S.C. Section 1112(b)(1). Ms. Hitchcock voluntarily sought the dismissal of her Chapter 11 case, claiming that "her business income has been reduced significantly and continues to diminish due to the ongoing COVID-19 pandemic, and the amount of her secured and priority debt to the Internal Revenue Service and the State of Michigan is so high that she is no longer able to propose a feasible reorganization plan." Ms. Hitchcock requested the dismissal of her case to allow her to attempt to resolve her obligations outside of bankruptcy with the help of her tax professionals. She alleged that "any liquidation of [her] assets would leave her homeless, without any benefit to unsecured creditors [because she] has no non-exempt assets, which would be subject to liquidation in a Chapter 7 proceeding." Ms. Hitchcock argued that it is for these reasons that it is in the best interests of creditors and the bankruptcy estate to dismiss this case. The Debtor's Motion contained a summary of her Monthly Financial Reports and a list of the total claims in her case, which supported her allegations, and the Motion allegations are verified by the Debtor's affidavit. Kenneth Nathan, former Chapter 7 Trustee, objected to Ms. Hitchcock's motion. He alleged that "conversion, not dismissal, is in the best interests of creditors and the estate." Mr. Nathan contended that "if the Debtor's Chapter 11 case were converted back to Chapter 7, he would object to the 'Debtor's exemption of real estate located at 28450 Bell Road, Southfield, MI (`Real Property')' and administer that Real Property for the benefit of the Debtor's creditors." "An overriding problem with the former Chapter 7 Trustee's Objection is that the Trustee lacks standing to make it. The former Chapter 7 Trustee's service and his standing and authority to act in this case were terminated on January 28, 2020, when the Court entered its order converting the Chapter 7 case to Chapter 11. Section 348(e) of the Bankruptcy Code states: 'Conversion of a case under section 706, 1112, 1208, or 1307 of this title terminates the service of any trustee or examiner that is serving in the case before such conversion'... The former Chapter 7 Trustee has no official role in this Chapter 11 case. Nor does he have standing as a creditor, because he has no allowed and unpaid claim for compensation. For these reasons, once the Chapter 7 Trustee's service was terminated under Section 348(e), he no longer had any authority or standing to file and prosecute an objection to the Debtor's Motion," explained Judge Tucker. Judge Tucker found that the United States Trustee did have standing to object to the Motion, as does any creditor to the case. He added that neither the United States Trustee nor any creditor filed an objection to the Debtor's Motion. "In the absence of any such objection, the Court will accept the allegations in the Debtor's now-uncontested Motion. Based on that, the Court finds that there is cause to dismiss this case, and that dismissal, rather than conversion, is in the best interests of creditors and the estate, within the meaning of 11 U.S.C. Section 1112(b)(1)," concluded Judge Tucker The case is In re: MINDY L. HITCHCOCK, Chapter 11, Debtor, Case No. 19-51991 (Bankr. E.D. Mich.). A full-text copy of Judge Tucker's Amended Opinion Regarding the Debtor's Motion to Dismiss this Case, dated January 11, 2021, is available at https://tinyurl.com/y2qjjzgw from Leagle.com. About Mindy L. Hitchcock Mindy L. Hitchcock filed a voluntary petition for relief under Chapter 7 on August 20, 2019. The case was converted to Chapter 11 on January 28, 2020. MINERVA NEUROSCIENCES: Faces Ao Suit Over Drop in Share Price ------------------------------------------------------------- YUTING AO, individually and on behalf of all others similarly situated, Plaintiff v. MINERVA NEUROSCIENCES, INC.; and REMY LUTHRINGER, Defendants, Case No. 1:21-cv-10051 (D. Mass., Jan. 11, 2021) is a federal securities class action on behalf of all investors who purchased or otherwise acquired Minerva Neurosciences, Inc. ("Minerva" or the "Company") securities between May 15, 2017 and November 30, 2020, inclusive (the "Class Period"), seeking remedies under the Securities Exchange Act of 1934. According to the complaint, on May 29, 2020, Minerva released the results of its Phase 3 clinical trial. The Company announced that the studied "doses were not statistically significantly different from placebo at Week 12 on the primary endpoint . . . or the key secondary endpoint." In other words, the Phase 3 clinical trial failed. On this news, the Company's stock price fell from a May 28, 2020 closing price of $13.47 per share to a May 29, 2020 closing price of just $3.71 per share, representing a one day drop of approximately 72.5%. On December 1, 2020, before the markets opened, Minerva issued a press release revealing that it had "received official meeting minutes from the November 10, 2020 Type C meeting with the" FDA. Minerva allegedly disclosed for the first time that the "FDA advised that the Phase 2b study is problematic because it did not use the commercial formulation of roluperidone and was conducted solely outside of the United States. On this news, Minerva's stock price fell from its November 30, 2020 closing price of $3.89 per share to a December 1, 2020 closing price of $2.89 per share, representing a one day drop of approximately 25.7%. Throughout the Class Period, The Defendants made materially false and misleading statements regarding the Company's business. Specifically, Defendants made false and/or misleading statements and/or failed to disclose: (i) the truth about the feedback received from the FDA concerning the "end-of-Phase 2" meeting; (ii) that the Phase 2b study did not use the commercial formulation of roluperidone and was conducted solely outside of the U.S.; (iii) that the failure of the Phase 3 study to meet its primary and key secondary endpoints rendered that study incapable of supporting substantial evidence of effectiveness; (iv) that the Company's plan to use the combination of the Phase 2b and Phase 3 studies would be "highly unlikely" to support the submission of an NDA; (v) that reliance on these two trials in the submission of an NDA would lead to "substantial review issues" because the trials were inadequate and not well-controlled; and (vi) that, as a result, the Company's public statements were materially false and misleading at all relevant times, the suit says. Minerva Neurosciences, Inc. operates as a clinical-stage biopharmaceutical company. The Company develops new therapies to treat central nervous system (CNS) and neuropsychiatric diseases. [BN] The Plaintiff is represented by: Glen DeValerio, Esq. Daryl Andrews, Esq. ANDREWS DEVALERIO LLP P.O. Box 67101 Chestnut Hill, MA 02467 Telephone: (617) 999-6473 E-mail: glen@andrewsdevalerio.com daryl@andrewsdevalerio.com -and- Jeremy A. Lieberman, Esq. J. Alexander Hood II, Esq. James M. LoPiano, Esq. POMERANTZ LLP 600 Third Avenue New York, NY 10016 Telephone: (212) 661-1100 Facsimile: (212) 661-8665 E-mail: jalieberman@pomlaw.com ahood@pomlaw.com jlopiano@pomlaw.com -and- Patrick V. Dahlstrom, Esq. POMERANTZ LLP 10 South La Salle Street, Suite 3505 Chicago, IL 60603 Telephone: (312) 377-1181 Facsimile: (312) 377-1184 E-mail: pdahlstrom@pomlaw.com -and- Peretz Bronstein, Esq. BRONSTEIN, GEWIRTZ & GROSSMAN, LLC 60 East 42nd Street, Suite 4600 New York, NY 10165 Telephone: (212) 697-6484 Facsimile: (212) 697-7296 E-mail: peretz@bgandg.com MOHEGAN TRIBAL: Moody's Rates New $1BB 2nd Lien Notes 'Caa1' ------------------------------------------------------------ Moody's Investors Service assigned a Caa1 rating to Mohegan Tribal Gaming Authority's ("MTGA") proposed $1.175 billion 2nd lien notes due 2026. Moody's also assigned a B1 rating to the company's proposed amended and extended $263 million first lien revolver. At the same time, MTGA's Caa2 Corporate Family Rating, Caa2-PD Probability of Default Rating, and Ca senior unsecured notes rating were placed on review for upgrade pending completion of the proposed refinancing. MTGA's Speculative Grade Liquidity rating is unchanged at SGL-4 indicating weak liquidity due to MTGA's reliance on external capital to address the October 2021 maturities. Proceeds from the proposed offerings along with $49 million of cash will be used to refinance MTGA's $232 million term loan A and $814 million term loan B in full at par, along with $55 million of other debt. The proceeds will also be used to repay $100 million of the $197 million of borrowings currently outstanding under the company's existing $250 million revolving credit facility. The $97 million of remaining revolver borrowings outstanding will carry over to the amended and extended revolver. The Caa1 ratings on the existing revolver, term loan A and term loan B are not affected and Moody's expects to withdraw the ratings on those facilities upon completion of the transaction. The Caa1 assigned to the proposed 2nd lien notes and B1 assigned to the amended and extended revolver are both subject to the transaction being completed as planned and the Corporate Family Rating being raised to Caa1 from Caa2. The review will focus on MTGA's ability to complete the proposed transaction and the final terms. Upon completion of the deal, Moody's expects to upgrade MTGA's Corporate Family Rating to Caa1, Probability of Default Rating to Caa1-PD, and senior unsecured notes rating to Caa3. Moody's also expects to upgrade MTGA's Speculative Grade Liquidity rating. On Review for Upgrade: Issuer: Mohegan Tribal Gaming Authority Probability of Default Rating, Placed on Review for Possible Upgrade, currently Caa2-PD Corporate Family Rating, Placed on Review for Possible Upgrade, currently Caa2 Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Upgrade, currently Ca (LGD6) Assignments: Issuer: Mohegan Tribal Gaming Authority Senior Secured Revolving Credit Facility, Assigned B1 (LGD1) Senior Secured 2nd Lien Regular Bond/Debenture, Assigned Caa1 (LGD6) Outlook Actions: Issuer: Mohegan Tribal Gaming Authority Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE Although the transaction will be largely neutral in terms of debt and leverage, the review for upgrade and the expected CFR upgrade to Caa1 reflects that the refinancing will have a meaningful positive impact on MTGA's liquidity in that it will alleviate near-term maturity concerns and eliminate scheduled debt amortization requirements related to the existing term loans. MTGA's existing revolver and term loan A mature this coming October. The company's term loan A amortizes in quarterly installments at a rate of $33.4 million per annum with the balance payable at maturity this October, while its term loan B amortizes in quarterly installments at a rate of $8.7 million per annum with the balance payable at maturity in October 2023. The completion of the proposed refinancing as currently planned, along with Moody's view that MTGA will continue to generate positive free cash flow after interest, cash distributions and capital expenditures despite the continued challenges related to the coronavirus pandemic, will help the company circumvent a potential default later this year as well as improve the company's ability to manage through the coronavirus challenges and reduce leverage over time. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of MTGA from the current weak US economic activity and a gradual recovery for the coming year. Although an economic recovery is underway, it is tenuous, and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The gaming sector has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. More specifically, the weaknesses in MTGA's credit profile, including its exposure to travel disruptions and discretionary consumer spending have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and MTGA remains vulnerable to the outbreak continuing to spread. Financial policies are aggressive including use of debt to fund development, and regular cash distributions to the Tribe. These factors lead to high leverage and weak free cash flow. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS MTGA's ratings could be upgraded if the company completes the proposed refinancing transaction as planned. Conversely, MTGA's ratings could be downgraded if the company is unable to successfully complete the proposed refinancing. Ratings could also be downgraded if Moody's anticipates renewed weakness in MTGA's earnings or cash flow generation because of competition, actions to contain the spread of the virus including but not limited to renewed facility closings, or reductions in discretionary consumer spending. MTGA's owns and operates Mohegan Sun, a gaming and entertainment complex in Uncasville, Connecticut, and Mohegan Sun Pocono, a gaming and entertainment facility offering slot machines and harness racing in Plains Township, Pennsylvania. MTGA's restricted group also receives fees for the management of several nonaffiliated casinos. MTGA is owned by the Mohegan Tribe of Indians of Connecticut, a federally recognized Native American tribe. MTGA's restricted group generated net revenue of about $896 million for the fiscal year ended September 30, 2020. The principal methodology used in these ratings was Gaming Methodology published in October 2020. MOHEGAN TRIBAL: S&P Places Ratings on CreditWatch Positive ---------------------------------------------------------- S&P Global Ratings placed all of its ratings on casino operator Mohegan Tribal Gaming Authority (MTGA) on CreditWatch with positive implications. MTGA plans to refinance its senior secured debt with $1.175 billion of new senior secured notes due 2026, which will eliminate its near-term refinancing risk and extend its maturity profile. MTGA also plans to modestly increase the size of its revolving credit facility and extend the revolver's maturity to further enhance its liquidity. MTGA intends to use the proceeds from the proposed notes, along with some cash on hand, to fully repay its term loan A due October 2021, its term loan B due October 2023, its Main Street term loan facility, a portion of the outstanding borrowings under its revolving credit facility, as well as all related fees, expenses, and premiums. If the transaction is completed as contemplated, S&P expects to raise its issuer credit rating on MTGA to 'B-' from 'CCC+' once the transaction closes. At the same time, S&P is assigning its 'B-' issue-level rating to MTGA's proposed secured notes. S&P plans to resolve the CreditWatch listing once MTGA completes the proposed debt refinancing, which it expects will occur in the next 30 days. The proposed transaction would eliminate near-term refinancing risk and improve liquidity. MTGA plans to refinance its existing senior secured credit facility with $1.175 billion of new senior secured notes due 2026 and extend the maturity of its revolver. The proposed transaction would eliminate near-term refinancing risk given that its revolver and term loan A (which, combined, had approximately $430 million outstanding as of Sept. 30, 2020) mature in October 2021. MTGA also plans to use the proceeds from the proposed notes to repay its term loan B ($814 million outstanding) due October 2023 and its $50 million Main Street term loan due December 2025 (unrated), which would further improve its debt maturity profile. At the same time, MTGA plans to enter into a new revolver or extend the maturity of its existing revolver to 2023 from 2021 while modestly increasing its revolver capacity to the $260 million-$280 million range from $250 million currently. MTGA will also use a portion of the proceeds from the proposed notes to reduce the amount of outstanding borrowings under its revolver. S&P believes the proposed refinancing will also modestly increase its liquidity, including its cash and revolver availability. S&P said, "Although we currently assess MTGA's liquidity as less than adequate because of its sizable debt maturities this year, we believe the proposed refinancing will ensure that it has adequate liquidity going forward. Pro forma for the transaction, MTGA had an unrestricted cash balance and revolver availability of approximately $263 million (including bank roll and net of fees and expenses and the $50 million Main Street term loan it received in December 2020) as of Sept. 30, 2020. This does not include about $29 million of restricted cash at Project Inspire in Korea, which is not available to fund debt service or operating expenses here in the U.S. Furthermore, aside from the revolver maturity in 2023, MTGA will face relatively modest debt maturities following the proposed refinancing until October 2024 when its $500 million unsecured notes mature. Therefore, we expect to revise our assessment of MTGA's liquidity to adequate from less than adequate upon the close of the proposed transaction." "Although we expect MTGA's consolidated leverage to be weak in 2021 because of its development project in Korea, we believe its adequate liquidity, the expected debt service reserves in the project financing, and its interest coverage will support a 'B-' rating. We believe Project Inspire is a key component of expansion and diversification strategy and view its full ownership of the project, as well as its past willingness to incur incremental debt to support it and increase its stake, as demonstrating Inspire's strategic importance. MTGA plans to secure project financing for Inspire over the near term and we expect these debt agreements to include debt service reserve provisions to support MTGA's liquidity through opening and for at least a reasonable ramp-up period, which will reduce the risk to MTGA's cash flow and liquidity over the next several years. Additionally, MTGA's partnership agreement with Hanwha Group, a Korean conglomerate with both an engineering and construction division and a hotels and resorts division, includes a general contractor construction agreement, a completion guarantee, and up to $100 million investment in the project from Hanwha. Despite its long-term strategic importance, MTGA will be limited in its capacity to provide additional support to Project Inspire if needed because MTGA will not be able to guarantee Inspire Korea's debt beyond the $150 million guarantee allowed under the revolver." "We forecast that MTGA's consolidated lease-adjusted net leverage will remain above 13x in 2021 largely due to incremental debt to fund Project Inspire-related capital expenditure and partly because of weaker-than-normal visitation until the COVID-19 vaccines are widely distributed, which we believe could occur by mid-year (MTGA's fiscal third quarter). Our measure of leverage includes the cash flow and related debt of all of its subsidiaries, including the subsidiaries that own the operations of the Niagara properties and the Korea project. Excluding the project financing and capital expenditure related to Inspire, we forecast MTGA's lease-adjusted leverage will be about 9x and expect EBITDA interest coverage of about 2x in 2021 with no material debt maturities. Our estimate incorporates our expectation for MTGA's EBITDA will increase over the next several quarters due to a modest improvement in its EBITDA margin relative to 2019 stemming from cost cuts implemented over the past few months, particularly related to its labor and marketing expenses. Additionally, we expect many of MTGA's lower-margin or loss-leading amenities, such as buffets, to remain closed for some time to comply with health and safety measures intended to limit the spread of the coronavirus, which will further support an improvement in its margin." "The CreditWatch positive listing reflects our expectation that we will raise our issuer credit rating on MTGA to 'B-' from 'CCC+' when the proposed refinancing transaction closes. The upgrade would incorporate MTGA's reduced refinancing risk, modestly improved liquidity, the ongoing recovery in its operating performance, and its good EBITDA interest coverage (excluding the project finance debt for Inspire Korea, which we expect will have debt service reserves sufficient to cover its interest for the next several years). We intend to resolve the CreditWatch listing once the entity completes its refinancing, which we expect will occur in the next 30 days." NATIONAL RIFLE ASSOCIATION: Files for Chapter 11 to Exit New York ----------------------------------------------------------------- National Rifle Association, the nation's foremost gun lobby, has filed for bankruptcy, has filed for Chapter 11 bankruptcy protection. Founded in 1871, the NRA said it will restructure the Association as a Texas nonprofit to exit what it believes is a corrupt political and regulatory environment in New York. The move will enable long-term, sustainable growth and ensure the NRA's continued success as the nation’s leading advocate for constitutional freedom -- free from the toxic political environment of New York. Law360 notes that the NRA is facing a financial probe and attorney general's suit in New York. The NRA plan, which involves utilizing the protection of the bankruptcy court, has the Association dumping New York and organizing its legal and regulatory matters in an efficient forum. The move comes at a time when the NRA is in its strongest financial condition in years. The NRA will continue with the forward advancement of the enterprise -- confronting anti-Second Amendment activities, promoting firearm safety and training, and advancing public programs across the United States. There will be no immediate changes to the NRA's operations or workforce. The Association will seek court approval to reincorporate the Association in the State of Texas -- home to more than 400,000 NRA members and site of the 2021 NRA Annual Meeting in Houston. "This strategic plan represents a pathway to opportunity, growth and progress," says NRA CEO & EVP Wayne LaPierre. "Obviously, an important part of this plan is 'dumping New York.' The NRA is pursuing reincorporating in a state that values the contributions of the NRA, celebrates our law-abiding members, and will join us as a partner in upholding constitutional freedom. This is a transformational moment in the history of the NRA." The restructuring plan aims to streamline costs and expenses, proceed with pending litigation in a coordinated and structured manner, and realize many financial and strategic advantages. About the National Rifle Association Founded in 1871 in New York State, the National Rifle Association of America is a gun rights advocacy group. The NRA claims to be the longest-standing civil rights organization and has more than five million members. National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. The Debtor was estimated to have assets and liabilities of $100 million to $500 million as of the bankruptcy filing. The Hon. Stacey G. Jernigan is the case judge. NELIGAN LLP, led by Patrick J. Neligan, Jr., is the Debtor's counsel. NATIONAL RIFLE: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: National Rifle Association of America 11250 Waples Mill Road Fairfax, VA 22030 Business Description: National Rifle Association of America -- https://home.nra.org -- is tax-exempt firearms education organization. Chapter 11 Petition Date: January 15, 2021 Court: United States Bankruptcy Court Northern District of Texas Case No.: 21-30085 Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Patrick J. Neligan, Jr., Esq. NELIGAN LLP 325 N. St. Paul Suite 3600 Dallas, TX 75201 Tel: 214-840-5300 E-mail: pneligan@neliganlaw.com Estimated Assets: $100 million to $500 million Estimated Liabilities: $100 million to $500 million The petition was signed by Wayne LaPierre, executive vice president. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YJPDORI/National_Rifle_Association_of__txnbke-21-30085__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Ackerman McQueen, Inc. $1,273,800 1601 Northwest Expressway Oklahoma City, OK 73118-1438 2. Membership Marketing $961,850 Partners LLC 11250 Waples Mill Road, Suite 310 Fairfax, VA 22030 3. Gould Paper Corporation $855,746 Attn: Warren Connor 99 Park Avenue, 10th Floor New York, NY 10016 4. Infocision Management Corp. $712,034 325 Springside Drive Akron, OH 44333 5. Under Wild Skies $550,000 201 N. Union Street, Suite 510 Alexandria, VA 22314 6. Valtim Incorporated $549,177 P.O. Box 114 Forest, VA 24551 7. Quadgraphics $522,236 N63W23075 Hwy 74 Sussex, WI 53089 8. Communications Corp $509,746 of America Attn: Judy Reid 13195 Freedom Way Boston, VA 22713 9. Membership Advisors Public REL $373,000 11250 Waples Mill Road, Suite 310 Fairfax, VA 22030 10. Salesforce.Com, Inc. $332,969 One Mark St - The Landmark Suite 300 San Francisco, CA 94105 11. Mercury Group $258,613 1601 NW Expressway, Suite 1100 Oklahoma City, OK 73118 12. Speedway Motorsports Inc. $200,000 P.O. Box 600 Concord, NC 28026 13. Image Direct Group LLC $143,206 200 Monroe Avenue Building 4 Frederick, MD 21701 14. Google $132,016 1600 Amphitheatre Parkway Mountain View, CA 94043-1351 15. TMA Direct, Inc. $116,989 12021 Sunset Hills Road, Suite 350 Manassas, VA 20109 16. United Parcel Services $100,883 P.O. Box 7247-0244 Philadelphia, PA 19170 17. Membership Advisors Fund $90,000 Raising 11250 Waples Mill Road, Suite 310 Fairfax, VA 22030 18. Stone River Gear, LLC $89,284 P.O. Box 67 Bethel, CT 06801 19. Krueger Associates, Inc. $66,762 105 Commerce Drive Aston, PA 19014 20. CDW Computer Centers, Inc. $59,541 P.O. Box 75723 Chicago, IL 60675 NEPHROS INC: Anticipates $2.3 Million Revenue in Fourth Quarter --------------------------------------------------------------- Nephros, Inc. reported preliminary financial results for the fiscal year ended Dec. 31, 2020. Revenues for the quarter ended Dec. 31, 2020 are expected to be approximately $2.3 million, a sequential increase of approximately 9% over the quarter ended Sept. 30, 2020, and a decrease of approximately 27% compared with the same quarter in 2019. Full-year 2020 revenues are expected to be approximately $8.5 million, a decrease of approximately 17% compared to the year ended Dec. 31, 2019. "As we have referenced previously, COVID-19's impact on our revenues was significant in 2020, particularly with respect to new customer acquisition, emergency outbreak response, and hotel and restaurant sales," said Andy Astor, president and CEO of Nephros. "As the world has begun to adapt to the pandemic, however, our revenues have consistently improved, with sequential quarter-over-quarter gains in both Q3 and Q4. We are optimistic that this trend will continue as we enter 2021, and that our return to high growth rates will be associated with broad vaccine distribution in the coming months." Nephros ended the year with approximately $8.3 million in cash on a consolidated basis. About Nephros Inc. River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which are generally classified as ultrafilters, are primarily used in hospitals for the prevention of infection from water-borne pathogens, such as legionella and pseudomonas, and in dialysis centers for the removal of biological contaminants from water and bicarbonate concentrate. Nephros reported a net loss of $3.18 million for the year ended Dec. 31, 2019, compared to a net loss of $3.33 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.24 million in total assets, $3.80 million in total liabilities, and $11.44 million in total stockholders' equity. NPC INT'L: Sale Hearing Stalls, Lawyers Talk Cure Cost of Pizza Hut ------------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that the sale hearing of NPC International Inc. is stalled while lawyers talk about Pizza Hut cure costs. A renewed objection from Pizza Hutover default remedies in NPC International Inc.'s bankruptcy "set the parties back just a bit" in the franchisee's proposed sale, Kevin Bostel of Weil Gotshal & Manges said on behalf of NPC Thursday, January 14, 2021. NPC is in active discussions with Pizza Hut about cure costs, Bostel said in a hearing held by telephone Thursday, Jan. 14, 2021, adding NPC was surprised by the "magnitude" of the amounts asserted by Pizza hut in a Monday, January 11, 2021, court filing. Pizza Hut now says NPC owes it almost $6.5 million in professional fees on top of other cure amounts, court papers shows. About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. When NPC filed for bankruptcy in 2020, it operated more than 1,200 Pizza Hut locations and nearly 400 Wendy's Co. restaurants. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC, as claims, noticing and solicitation agent and administrative advisor. OCM SYSTEM: S&P Assigns 'B-' Issuer Credit Rating; Outlook Stable ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to U.S.-based specialized staffing firm OCM System One Buyer CTB LLC (doing business as System One). S&P also assigned its 'B-' issue-level and '3' recovery ratings to the company's proposed $325 million first-lien senior secured credit facility. The stable outlook reflects S&P's expectations for low-single-digit percentage revenue growth and declining leverage to about mid-5x over the next 12 months. System One's hybrid delivery business model carries more stable growth but lower margins than peers' because of the focus on scale, stability, and larger clients, which tends to limit billing rates in favor of higher volumes. The company's mixture of custom direct service (about two-thirds of trailing-12-months revenue) and managed service provider business models creates stable margins, but lower than peers'. The majority of gross margin comes from longer-tenured clients. S&P believes System One's focus on scale and larger clients lowers average billing rates versus rated peers' despite competing in similar verticals. A spread, the difference between the rate paid to employees and rate received from the client, is typically based on skills required for the work. Higher-skilled work typically carries higher billing rates and spreads. Spreads vary based on industry vertical, with high demand areas such as information technology (IT) or creative work associated with higher spreads and more ubiquitous skills such as logistics or construction associated with lower spreads. However, System One competes across several major industry verticals (engineering and technical solutions, government and IT, digital and creative, legal, and clinical and scientific) rather than specializing in a single end market like IG Investments Holdings LLC (B-/Stable). This adds significant diversification to the company's revenue base. S&P believes such diversification and long-standing customer relationships should result in more stable performance over the forecast period. While System One was impacted in 2020, operating performance has stabilized from the effects of the COVID-19 pandemic and is expected to continue its improved trajectory in 2021. During 2020, System One revenue and margins declined by low-single-digit percentages, unique among peers subject to drawdown in the double-digit percentages and client credit deterioration. S&P said, "We believe the better performance was a product of System One's preference for larger and more well-heeled clients that maintain investment and spending during economic uncertainty and distress. Furthermore, System One capitalizes on many regulatory, nondiscretionary trends such as inspection and maintenance. We expect the full-year contribution from the recent Syneos Health acquisition and modest growth in the governmental services segment will increase revenue in the low-single-digit percentages in 2021." "We expect System One to fund its acquisitive growth strategy from FOCF, which entails persistent integration and execution risks. System One has routinely made smaller tuck-in acquisitions to bolster revenue growth. We expect this to continue over time, as organic growth excluding acquisitions remains low. With such strategy, the risks of overpaying and successful integration remain heightened. We expect FOCF to increase modestly over time due to low investment needs and be used primarily for acquisitions rather than shareholder returns." "Our stable outlook reflects our expectation that leverage will decline from the high-5x area at the close of the transaction to the mid-5x area by the end of 2021 based on stable EBITDA growth, and FOCF will remain about 5%. Furthermore, we believe revenue growth will remain in the low-single-digit percentage area, in line with historical organic growth." S&P could raise the ratings on System One if it: -- Generates organic revenue growth in the mid- to high-single-digit percentages as a result of new customer wins; -- Materially improves EBITDA margins due to changes in business and client mix, such as continued growth in its higher-margin segments, better billing rate increases, and reduction in lower-margin work; and -- Sustains leverage below 5.5x, implying EBITDA growth above the low-single-digit percentage area. S&P could lower the ratings on System One if it: -- Pursues debt-financed acquisitions or shareholder returns such that S&P views the capital structure as unsustainable; -- Experiences material margin erosion as a result of client losses or billing rate deterioration; and -- Cannot generate meaningful FOCF. OPTIMIZED LEASING: Fifth Third Says It's Owed $946K, Opposes Plan ----------------------------------------------------------------- Fifth Third Bank filed a limited objection to the Amended and Restated Disclosure Statement for the Amended and Restated Plan of Reorganization filed by debtor Optimized Leasing, Inc. On or about Nov. 26, 2014, the Debtor and Fifth Third entered into a Master Equipment Lease Agreement. Pursuant to the terms of the Master Equipment Lease Agreement and five separately executed Equipment Schedules which set forth additional lease terms for groups of equipment leased to the Debtor, Fifth Third leased tractors, trailers, and related equipment to the Debtor. On Feb. 4, 2019, Fifth Third filed its Application for Allowance and Payment of Administrative Expenses seeking payment of postpetition arrearages under the Equipment Lease of $945,526. Fifth Third objects to the Amended Disclosure Statement because it fails to provide any details about the payment of administrative expenses associated with rejected leases. Instead, the Amended Disclosure Statement refers to future agreements between the Debtor and the holders of certain administrative expense claims, which is inadequate. Fifth Third asserts that the Amended Disclosure Statement leaves Fifth Third guessing as to what the agreed upon amount of the various administrative expense claims will be. Fifth Third claims that the Amended Disclosure Statement fails to articulate the terms of any agreement with Fifth Third, which seeks an administrative expense claim in the amount of nearly a million dollars, or any other Holder of an Allowed Rejected Lease Administrative Expense Claims, including critical terms concerning the amount and timing of any payments under the Amended Plan. Fifth Third points out that the Amended Disclosure Statement fails to provide adequate information that would enable Fifth Third to understand the pros and cons of confirming the proposed Amended Plan. Company's Plan According to the Amended Disclosure Statement, during the course of the Chapter 11 case, the Debtor continuously evaluated its entire fleet of 630 Vehicles to determine the appropriate fleet make-up on a going-forward basis. Agreements with certain creditors have been reached following negotiations. For those Creditors that desired the return of the Vehicles, the Debtor consented to same. The Debtor has rejected the leases and returned the equipment of (i) VFS Leasing Co.; (ii) Everbank Commercial Finance;(iii) TCF Equipment Finance; (iv) Fifth Third Bank; (v) Wells Fargo; (vi) Huntington; and (vii) BMO Harris. With respect to the remaining Creditors, the Debtor has either filed motions to assume the leases, as restructured, set forth in its Plan the leases, as restructured, to be assumed, or set forth in its Plan the terms of the loans, as restructured. As set forth in the Plan, the Debtor will retain the Vehicles and seeks to restructure the loans with Webster Capital, Evolve, and Summit (f/k/a City National Bank). The Debtor will also restructure the loan of Nissan as to the vehicle furnished to the Debtor. The loan with SunTrust for the vehicle furnished to the Debtor has been paid in full during the course of this case. As further set forth in the Plan, the Debtor will assume the leases, as restructured, with Engs Commercial, Banc of America, Webster Capital, Signature Financial, and People's Capital (as to certain Vehicles). The Debtor has reached an agreement in principal with most of the Creditors and expects to reach an agreement (due to being in mature discussions with such creditors) with the remaining Creditors. The Debtor expects to retain a total of approximately 240 Vehicles post-confirmation pursuant to the restructured loans and leases set forth in the Plan. Class 8 consists of all Unsecured Claims against the Debtor. Commencing on the first anniversary of the Effective Date and continuing annually thereafter for four additional years (for a total of five), the Debtor will distribute to each Holder of an Allowed Class 8 General Unsecured Claim their pro rata share of $10,000 (the "Unsecured Creditor Distribution Amount"). A full-text copy of the Amended Disclosure Statement dated Nov. 13, 2020, is available at PacerMonitor.com at https://bit.ly/3sxHgKL A full-text copy of Fifth Third's objection dated Jan. 12, 2021, is available at https://bit.ly/38JKQJY from PacerMonitor.com at no charge. Counsel for Fifth Third Bank: Donald R. Kirk, Esq. Florida Bar No. 105767 4221 W. Boy Scout Blvd. Suite 1000 Tampa, FL 33607 Telephone: (813) 223-7000 Primary Email: dkirk@carltonfields.com Secondary Email: kathompson@carltonfields.com jpelletier@carltonfields.com Yolanda P. Strader, Esq. Florida Bar No. 70212 2 Miami Central 700 NW 1st Avenue, Suite 1200 Miami, FL 33136 Telephone: 305-530-0050 Primary E-mail: ystrader@carltonfields.com Secondary E-mail: iabay@carltonfields.com miaecf@cfdom.net About Optimized Leasing Optimized Leasing, Inc., a company headquartered in Miami, Fla., is in the trucking business. The company utilizes its various semi-trucks and trailers (some equipped with ThermoKing refrigeration units) to transport flowers, fruits, vegetables and other perishable items throughout the U.S. Optimized Leasing sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO Ronen Koubi, the Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Jay A. Cristol oversees the case. The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its bankruptcy counsel; and Bill Maloney Consulting as its financial advisor. PATRICK INDUSTRIES: Moody's Upgrades CFR to B1 & PDR to B1-PD ------------------------------------------------------------- Moody's Investors Service upgraded its ratings for Patrick Industries, Inc., including the company's corporate family rating (CFR; to B1 from B2) and probability of default rating (to B1-PD from B2-PD). Concurrently, Moody's affirmed the company's B3 senior unsecured debt ratings. The speculative grade liquidity rating was upgraded to SGL-2 from SGL-3. The ratings outlook is stable. "Patrick proved more resilient and outperformed our expectations in 2020, and we anticipate continued strength in the market rebound for recreational vehicles at both the retail and wholesale levels, which should drive improved earnings and cash flow and in turn support a return to the former B1 benchmark corporate family rating," says Shirley Singh, Moody's lead analyst for the company. "Liquidity remains strong with over $300 million of cash and revolver availability, and the relative strength of the company's key credit metrics again provides some cushion to traverse upcoming quarters and support its aggressive acquisitive growth strategy," added Singh. The following rating actions were taken: Upgrades: Issuer: Patrick Industries, Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Issuer: Patrick Industries, Inc. Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD5) Outlook Actions: Issuer: Patrick Industries, Inc. Outlook, remains Stable RATINGS RATIONALE Patrick Industries' B1 CFR broadly reflects its large operating size and scale in the recreational vehicle, marine, manufactured housing, and industrial markets with revenues of $2.3 billion for the twelve months ended September 2020. The rating benefits from the company's relatively high margins, low capital spending requirements, and a successful track record of integrating acquisitions. These rating considerations are balanced by the company's exposure to highly cyclical end markets that are susceptible to broad economic downturns, as they rely heavily on discretionary spending and face high substitution risk from other leisure activities and products. Even so, Moody's expects ongoing demand growth to support higher profitability and a stronger credit profile, with adjusted debt-to-EBITDA expected to reduce below 3.0x in 2021. Moody's noted, nonetheless, the heightened sensitivity of Patrick's implicit financial flexibility to the relatively aggressive acquisition growth strategy employed, which could create outsized volatility and liquidity absorption. The stable outlook is based on Moody's expectation that Patrick will largely maintain its profitability and cash flow generation, and that the company's debt-funded acquisitions will not meaningfully change leverage from current levels. Moody's also expects that the company will generate solid free cash flow and maintain at least good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Patrick Industries' ratings could be upgraded if the company is expected to maintain debt-to-EBITDA below 2.5 times in combination with a more diversified product portfolio that is less susceptible to cyclical downturns. An upgrade would also require an expectation that the company would maintain good liquidity with a prudent capital structure and financial policies that support aforementioned more conservative leverage levels. The ratings could be pressured downward if debt-to-EBITDA leverage were expected to increase and remain above 3.5 times, free cash flow-to-debt is less than 10%, or if liquidity were to weaken. An expectation that end-market demand is weakening due to macroeconomic headwinds, market share losses, or a more aggressive financial policy could also result in a downgrade. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Patrick Industries, Inc. (NASDAQ: PATK), headquartered in Elkhart, Indiana, is a leading manufacturer and distributor of components parts in the RV, marine, manufactured housing and adjacent industrial markets primarily serving large OEMs. Revenues for the twelve months ended September 2020 totaled $2.3 billion. PEABODY ENERGY: Moody's Assigns Caa1 Rating to New Sr. Sec. Notes ----------------------------------------------------------------- Moody's Investors Service assigned Caa1 ratings to proposed senior secured notes to Peabody Energy Corporation and assigned B3 to senior secured term loan and senior secured notes co-issued by PIC AU Holdings Corporation and PIC AU Holdings LLC, an Australian subsidiary of Peabody Energy Corporation. Moody's also confirmed Peabody's Caa1 Corporate Family Rating, confirmed the Caa1 senior secured ratings for the company's bank debt and Senior Secured Notes due 2025, and downgraded the senior secured rating for the company's Senior Secured Notes due 2022 ("Existing Notes"). The downgrade incorporates the expectation that the company will complete a proposed debt exchange that results in protective covenants being stripped from notes held by non-participating holders. Moody's also changed the company's Speculative Grade Liquidity Rating to SGL-3 from SGL-4. These actions conclude the review for downgrade initiated on November 12, 2020. The outlook is stable. Assignments: Issuer: Peabody Energy Corporation Senior Secured Regular Bond/Debenture, Assigned Caa1 (LGD3) Issuer: PIC AU Holdings Corporation (co-issuer PIC AU Holdings LLC) Senior Secured Bank Credit Facility, Assigned B3 (LGD3) Senior Secured Regular Bond/Debenture, Assigned B3 (LGD3) Confirmations: Issuer: Peabody Energy Corporation Corporate Family Rating, Confirmed at Caa1 Probability of Default Rating, Confirmed at Caa1-PD Gtd. Senior Secured Bank Credit Facility, Confirmed at Caa1 (LGD3) Issuer: Peabody Securities Finance Corporation Senior Secured Regular Bond/Debenture due 2025, Confirmed at Caa1 (LGD3) Downgrades: Issuer: Peabody Securities Finance Corporation Senior Secured Regular Bond/Debenture due 2022, Downgraded to Caa3 (LGD5) from Caa1 (LGD3) Upgrades: Issuer: Peabody Energy Corporation Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4 Outlook Actions: Issuer: Peabody Energy Corporation Outlook, Changed To Stable From Rating Under Review Issuer: Peabody Securities Finance Corporation Outlook, Changed To Stable From Rating Under Review Issuer: PIC AU Holdings Corporation Outlook, Stable The ratings remain subject to Moody's review of the terms and conditions of the proposed transaction. Ratings for instruments which no longer exist will be withdrawn. RATINGS RATIONALE Peabody announced on January 8, 2021 that approximately 85% of the Senior Notes due 2022 had tendered in connection with a previously announced exchange offer. Participating investors will receive dollar-for-dollar value comprised of: cash payment; new secured notes that mature in 2024 issued by the existing entity ("New Peabody Notes"); and new secured notes that mature in 2024 co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Peabody, and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Peabody ("New Co-Issuer Notes"). Moody's likely will view the transaction as a distressed exchange and a Moody's-defined default event if completed as announced, resulting in a temporary designation of /LD after completion. Moody's definition of default includes situations not considered a legal default under the company's debt agreements. Peabody also reached an agreement with lenders under its revolving credit facility to amend financial maintenance covenants. The agreement will eliminate the net leverage ratio test that would have posed a problem in the very near term. Peabody's $540 million revolving credit facility will be replaced by: a $206 million senior secured term loan co-issued by PIC AU Holdings LLC and PIC AU Holdings Corporation ("New Co-Issuer Term Loan"); and $324 million letter of credit facility at Peabody Energy Corporation -- used to support existing and future letters of credit. Revolving lenders will also receive cash payments. The only remaining financial maintenance covenant will be a $125 million minimum liquidity test under the Letter of Credit Facility. Moody's believes that these actions will be sufficient to meet the conditions set by surety providers in an earlier agreement. Management announced during the third quarter earnings conference call that the company had reached a standstill agreement with surety bond providers related to recent collateral requests that is contingent on the company achieving certain milestones by December 31, 2020, which can be extended to January 29, 2021 for purposes of increasing participation. The standstill agreement requires the company post $75 million of additional collateral in 2020 and $25 million of collateral per year through 2025 -- subject to adjustment if the company generates more than $100 million of free cash flow in a twelve month period or has individual asset sales over $10 million. In exchange, surety providers will refrain from requesting additional collateral through the earlier of the maturity date of the credit agreement and December 2025. The B3 ratings for the New Co-Issuer Notes and New Co-Issuer Term Loan reflect structural seniority to the company's existing debt. The debt will be issued at a subsidiary that owns the company's highly-profitable Wilpingjong thermal coal mine in Australia. The debt will benefit from an equity pledge and a springing lien on all assets (existing commercial arrangements prevent providing a lien today). The expected cash flow generation from this mine, combined with modest legacy liabilities compared to the rest of the company's portfolio, create an advantaged credit position and an opportunity for meaningful debt reduction at this subsidiary compared to the rest of the company. While this subsidiary carries operating risk associated with a single mining asset, this weakness is incorporated fully in a B3 rating, but, combined with the springing lien structure, would limit the extent to which the rating could be raised in the future if the company reduces debt at this subsidiary. The Caa1 CFR balances an asset base capable of supporting higher ratings with a debt-laded balance sheet that created significant financial difficulty in 2020. Peabody has a diverse platform of thermal and metallurgical coal mines in Australia and the United States. Most of the company's US thermal coal is sold to domestic utilities and all the US-produced metallurgical coal is sold into the seaborne market. Most of the company's coal produced in Australia is sold into the seaborne thermal and metallurgical coal markets in Asia. Like other rated coal producers, environmental and social factors have a material impact on the company's credit quality by increasing the cost of capital. The rating also takes into consideration that some mining assets have less favorable operating prospects in the coming years and, therefore, could be subject to more significant reclamation-related spending over the rating horizon. The SGL-3 Speculative Grade Liquidity Rating signals adequate liquidity to support operations following the completion of the proposed financial transactions. The transactions remove substantial liquidity-related overhang related to: collateral requests from surety providers; potential covenant violations in the existing structure; and debt maturities in 2022. However, Moody's baseline forecast anticipates modest cash burn absent meaningful improvement in realized pricing. Moody's expects that the company's free cash flow generation will be breakeven-to-modestly negative based on a forecast that incorporates the mid-point of Moody's medium term sensitivity ranges for metallurgical coal ($100-160/metric ton CFR Jingtang) and thermal coal ($55-75/metric ton Newcastle), subject to adjustment for location of mines and quality of coal. Current spot market pricing and future indicators suggest upside to this forecast. A substantial cash balance offsets Moody's near-term concerns about potential modest cash consumption and liquidity is expected to remain well above the minimum liquidity threshold over the next 12-18 months. Environmental, social, and governance factors have a material impact on Peabody's credit quality. The company is exposed to ESG issues typical for a company in the coal mining industry, including increasing global demand for renewable energy that is detrimental to demand for coal, especially in the United States and Western Europe. From an environmental perspective, the coal mining sector is also viewed as: very high risk for air pollution and carbon regulations; high risk for soil and water pollution, land use restrictions, and natural and man-made hazards; and moderate risk for water shortages. Specific social issues with respect to Peabody include the future operational status of the company's North Goonyella metallurgical coal mine that is not operational following a mine fire. The company continues to weigh its strategic development alternatives while the North Goonyella commercial process is advancing. Governance-related risks have increased in early 2020 following a change in the CFO and the company's announcement that it would nominate two directors from its largest shareholder and one independent director. Peabody returned more than $1.6 billion of cash to shareholders from 2017-2019 and subsequently suspended its dividend and has eliminated share repurchases in an effort to preserve cash. The company's financial policy decisions have culminated in a situation where existing financial arrangements became unsustainable during an industry downturn. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook assumes that the company will limit cash burn on a consolidated basis, start repaying debt at the Australian subsidiary, and maintain adequate liquidity to support operations. Moody's could raise the company's rating with expectations for at least $100 million of free cash flow on an annual basis, adjusted financial leverage sustained below 4.0x Debt/EBITDA, and some debt reduction. Moody's could downgrade the rating with expectations for meaningful cash burn or erosion in liquidity. Peabody Energy Corporation is a leading global pure-play coal producer with coal mining operations in the US and Australia and about 4 billion tons of proven and probable reserves. The company generated $4.6 billion in revenues in 2019. The principal methodology used in these ratings was Mining published in September 2018. PETER S. ROSEN: $75K Sale of Interest in Tallahassee Land Approved ------------------------------------------------------------------ Judge Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida authorized Peter Samuel Rosen's sale of his one-third interest in a parcel of land in Tallahassee, Florida, and more accurately described as 25 1N 1W .547 AC in 1 1/2 of NW 1/4 OR 874-1141; 1360/2362; 1484;543 550; OR 1538/2017; 1910/2369; 1928/2334, free and clear of all liens, to New Sun Properties, LLC for $75,000, on the terms of their Vacant Land Contract. A hearing on the Motion was held on Jan. 6, 2021, at 1:30 p.m. The sale of the Property is free and clear of all liens and encumbrances and any liens will attach to the proceeds of the sale. The Debtor's portion of the proceeds from the sale will be held in the Van Horn Law Group, P.A. Trust Account. Upon confirmation of the sale, the Debtor will file a Motion for Authority to Distribute Funds to the first priority judgment creditor whose lien attached to the proceeds. Peter Samuel Rosen filed for voluntary relief under Chapter 13 of the Bankruptcy Code on May 13, 2020. The case was converted to a case under Chapter 11 (Bankr. S.D. Fla. Case No. 20-15249-SMG) on June 22, 2020. PIKE CORP: Moody's Completes Review, Retains B2 CFR --------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Pike Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Pike Corporation's B2 corporate family rating reflects its limited geographic and end market diversity since it mostly provides engineering, maintenance, repair, replacement and upgrade work for electric utilities. It also incorporates its customer concentration, moderate scale and the competitive nature of the utility and telecommunications services sectors. Pike's credit profile is supported by its moderate pro forma leverage and ample interest coverage including the debt raised to support Lindsay Goldberg's purchase of 50.1% of Pike, favorable industry fundamentals as utilities continue to focus on replacing aging infrastructure, modernizing and expanding the electricity grid and outsourcing more engineering and construction services to third parties. The company's master service agreements also support relative revenue stability. The principal methodology used for this review was Construction Industry published in March 2017. PLUS THERAPEUTICS: Inks Deal With Piramal to Produce Liposomal Drug ------------------------------------------------------------------- Plus Therapeutics, Inc. has entered into a master services agreement with Piramal Pharma Solutions, Inc., for Piramal to perform certain services related to the development, manufacture, and supply of the Company's RNL-Liposome Intermediate Drug Product. The Agreement includes the transfer of analytical methods, development of microbiological methods, process transfer and optimization, intermediate drug product manufacturing, and stability studies for the Company. The transfer will be performed at Piramal's facility located in Lexington, Kentucky. The parties contemplate that the Agreement will lead to clinical and commercial supply agreements between the Company and Piramal. The Agreement has a term of five years and will automatically renew for successive one-year terms unless either party notifies the other no later than six months prior to the original term or any additional terms of its intention to not renew the Agreement. The Company has the right to terminate the Agreement for convenience upon thirty days' prior written notice. Either party may terminate the Agreement upon an uncured material breach by the other party or upon the bankruptcy or insolvency of the other party. About Plus Therapeutics Headquartered in Austin, Texas, Plus Therapeutics, Inc. -- http://www.plustherapeutics.com-- is a clinical-stage pharmaceutical company focused on the discovery, development, and manufacturing scale up of complex and innovative treatments for patients battling cancer and other life-threatening diseases. Plus Therapeutics reported a net loss of $10.89 million for the year ended Dec. 31, 2019, compared to a net loss of $12.63 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $11.65 million in total assets, $9.03 million in total liabilities, and $2.62 million in total stockholders' equity. BDO USA, LLP, in San Diego, California, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. PORTOFINO TOWERS: Seeks April 25 Plan Exclusivity Extension ----------------------------------------------------------- Portofino Towers 1002 LLC requests the U.S. Bankruptcy Court for the Southern District of Florida to extend its exclusivity period from January 25, 2021 to April 25, 2021. The Debtor needs a 90-day extension of exclusivity to solicit acceptances "within which to negotiate with creditors or to amend plan and disclosure statement and solicit acceptances." The Debtor and its creditors have been negotiating toward a consensual plan, but additional time is needed due to continued state court litigation, and delays caused by the COVID-19 pandemic. Portofino Towers 1002 LLC is represented by: Joel M. Aresty, Esq. JOEL M. ARESTY, P.A. 309 1st Ave S Tierra Verda, FL 33715 Telephone: 305-904-19 Email: Aresty@Mac.com About Portofino Towers 1002 LLC Portofino Towers 1002 LLC owns a condo at 300 S Pointe Dr. Unit 1002, Miami Beach FL 33139. Portofino Towers 1002 LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20446) on Sept. 27, 2020. The petition was signed by Laurent Benzaquen, authorized member (AMBR). At the time of filing, the Debtor estimated $1 million to $10 million in assets and liabilities. Joel M. Aresty, Esq. at JOEL M. ARESTY P.A. represents the Debtor as counsel. Until further notice, the United States Trustee said it will not appoint a committee of creditors pursuant to 11 U.S.C. Section 1102. PROTON THERAPY: Aims to Complete Florida Facility in 2021 --------------------------------------------------------- Naseem S. Miller of Orlando Sentinel reports that Provision CARES Proton Therapy, the company that's been building a freestanding proton therapy center in west Orange County, filed for voluntary Chapter 11 bankruptcy protection in December 2020 in the Middle District of Tennessee, the home of its headquarters. The company, which has three centers, two in Tennessee and the incomplete one in Central Florida, told the investors in December 2020 that it didn't have enough money to complete its project in Flroida. "Despite the delay, the company is working toward a restructuring of its obligations and expects to be able to complete the facility in 2021 and to resume equipping the facility with an aim of operations sometime in 2022," said Mary Lou DuBois, president of Provision Solutions, in an email. Tennessee-based Provision began the construction of its $95 million project last January 2020 at Hamlin in Horizon West. Its plans for the 17-acre campus also includes three medical office buildings. Proton therapy is currently recommended for kids and adults who have tumors that are localized or may be close to critical organs such as the brain and spinal cord. Unlike radiation therapy, which can damage the tissue surrounding the cancer cells, proton therapy beams can be shaped and targeted so that when they reach the tumors they stop, leaving the surrounding tissues mostly undamaged. The company has about $18.7 million in its accounts for the center but needs at least $7 million more for the remaining construction and equipment. It also needs to pay nearly $3 million in mechanic’s liens filed against the project, according to the filing. The major part of the Provision CARES Proton Therapy Orlando — a cyclotron — was delivered to the site last November. But, the piece hasn't been installed and the other required equipment hasn't been delivered to the site, according to the notice. If established, Provision will be the second proton therapy center in Central Florida. For now, Orlando Health houses the only proton therapy center in the region. In an interview with WVLT-TV in Knoxville, Terry Douglass, chairman of the board for Provision said, "It's very possible that we will now have our centers structured in a way where the debt service has been reduced dramatically. That will allow us, one, to provide more charitable care because of uncertainty and reimbursement, and then be able to accept every patient that needs proton therapy." About Proton Therapy Center The Proton Therapy Center, LLC (PCPTK) is a Tennessee limited liability company that was organized in 2010. PCPTK is located in an 88,000 square-foot building on the campus of the Provision Case CARES Cancer Center at Dowell Springs, in Knoxville, Tennessee, a comprehensive healthcare campus focusing on cancer treatment, patient care, research, and education. PCPTK is a freestanding center with three active treatment rooms including one fixed beam and two gantries. MTPC LLC is a proton-therapy cancer-treatment center that serves a multi-state area of the Southeastern United States and began operations in 2018. MTPC is located in a 43,500 square-foot building adjacent to the campus of the Williamson Medical Center, in Franklin, Tennesssee. MTPC is a freestanding center with three active treatment rooms including one fixed beam and two gantries. PCPT Hamlin is a Florida limited liability company that was organized in 2018. PCPT Hamlin will include an approximately 36,700 square foot building in the 900-acre Hamlin planned development in the "Town Center" of the 23,000 acre "Horizon West" planning area of West Orange County. MTPC, LLC and affiliates The Proton Therapy Center, LLC, and PCPT Hamlin, LLC, sought Chapter 11 protection (Bankr. M.D. Tenn. Case Nos. 20-05438 to 20-05440) on Dec. 15, 2020. As of Aug. 31, 2020, MTPC's unaudited financial statements reflected total assets of $105,600,000 and total liabilities of $131,200,000, PCPTK's unaudited financial statements reflected total assets of $93,400,000 and total liabilities of $130,200,000, and PCPT Hamlin's unaudited financial statements reflected total assets of $139,200,000 and total liabilities of $138,500,000. The Hon. Randal S. Mashburn is the case judge. The Debtors tapped WALLER LANSDEN DORTCH & DAVIS, LLP, and FOLEY & LARDNER LLP as bankruptcy counsel; and TRINITY RIVER ADVISORS, LLC, as restructuring advisor. STRETTO is the claims agent. QUALTEK USA: Moody's Completes Review, Retains B3 CFR ----------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of QualTek USA, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. QualTek's B3 corporate family rating reflects its relatively small scale and limited end market and customer diversity, with the majority of its revenues generated by providing services to two major telecommunications and media companies, and one major power company. The rating also reflects the company's history of debt financed acquisitions, its elevated leverage, low interest coverage, relatively weak funds from operations as a percentage of outstanding debt, and its exposure to the cyclicality of capital spending in the telecommunications sector and unpredictable storm events. The rating is supported by its solid market position as a provider of services to blue chip customers in the North American telecommunications and power sectors, which should provide growth opportunities as capital spending rises in these sectors. The principal methodology used for this review was Construction Industry published in March 2017. RAMON I. RODRIGUEZ: Hall Buying NAPA Heights Lot 1 for $3.3-Mil. ---------------------------------------------------------------- Ramon I. Rodriguez asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the private sale of a 48-unit apartment complex at 601 Lindberg, in McAllen, Hidalgo County, Texas, known as "Napa Apartments," legally described as NAPA Heights Lot 1, to Chase William Hall and/or assigns for $3.3 million. Objections, if any, must be filed within 21 days from the date the Motion was served. The Debtor has proposed a Plan of Reorganization that involves the sale of his properties and the properties in which the estate owns substantial interest (“Texdom”) to pay his creditors. He files the Motion out of an abundance of caution, to sell the Napa Heights Lot 1 which is owned by a non-filing limited liability company (Texdom Investments, LLC), in which the Debtor owns a substantial interest. Rodriguez owns 45% of the member interest in Texdom; his non-filing spouse owns 45% member-interest, and a third party owns 10% member-interest. Texdom owns a 48-unit apartment complex at 601 Lindberg, McAllen, Texas, known as "Napa Apartments," the legal description is NAPA Heights Lot 1. The property to be sold is in McAllen, Hidalgo, County, Texas and described as follows: NAPA Heights Lot 1. The Property contains a 48-unit apartment complex. Lone Star National Bank holds a lien against the Property to secure indebtedness to Lone Star National Bank of approximately $2.95 Million, secured by a Deed of Trust lien on the property, the IRS is owed approximately $830,000 (per its Amended Proof of Claim: Claim 7-2 secured by federal tax liens in Hidalgo County, Texas and OG Construction has a secured lien for approximately $241,000. On July 17, 2020, the Debtor had previously filed a Motion for Authorization to Sell Property (Napa Heights Lot 1) with Raybec Investment Co., Ltd. and obtained an Agreed Order Approving Motion for Authorization to Sell Property (Napa Heights Lot 1), entered on Sept. 18, 2020. The sale did not happen. The buyer withdrew its offer to purchase within its contractually allowed feasibility review period. The Debtor has received a new written offer from Hall and/or assigns to purchase the Property for $3.3 million with a $10,000 earnest money deposit, with the Seller to pay title policy expense. The offer is $50,000 higher than the previous buyer and best feasible offer Debtor has received for the Property. The offer to purchase is memorialized in a Commercial Contract-Improved Property. The sale is a private sale. It is in the estate's best interest to close the sale as soon as possible, because the estate must contribute operational expense monthly as disclosed in the Debtor's cash collateral budgets and Monthly Operation Reports. The Debtor moves the Court for an Order to sell the Property out of an abundance of caution because the Court’s Order Employing Realtor provides that the sale of the property would be subject to the approval of the Court. Further, the interests of the other owners of Texdom and lienholders of the Property are given notice. Current property taxes will be prorated. It is estimated that the sales price will pay 2021 ad valorem taxes prorated, payoff Lone Star National Bank, pay the realtor's commission, and pay O.G. Construction its lien. The sale of the NAPA apartments will greatly benefit the estate in that it will eliminate the Debtor's continued financial infusion of approximately $9,000 per month to keep the apartment mortgage and expenses current. Finally, the Debtor moves the Court to waive the stay provided under FRBP 6004(h). A copy of the Contract is available at https://tinyurl.com/y52xamn6 from PacerMonitor.com free of charge. Ramon I. Rodriguez sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 20-70051) on Feb. 1, 2020. The Debtor tapped John Stephen, Esq., as counsel. REMINGTON OUTDOOR: Sets Sale Procedures for De Minimis Assets ------------------------------------------------------------- Remington Outdoor Co., Inc., and its affiliated debtors ask U.S. Bankruptcy Court for the Northern District of Alabama to authorize and approve their proposed expedited procedures enabling them to sell or abandon assets with a de minimis value. Beginning on Sept. 17, 2020, the Debtors conducted an auction of substantially all their assets in accordance with the Court's Order Establishing Bidding Procedures Relating to the Sales of All or a Portion of the Debtors' Assets. The auction resulted in seven successful bidders for certain of the Debtors' assets, which successful bids were subsequently approved by the Court. The Debtors possess the De Minimis Assets that: (i) are no longer required for the operation of their business; (ii) the Debtors' operational wind-down has rendered obsolete, excessive, or burdensome; or (iii) the Debtors have determined, after evaluating holding and maintenance costs, are of marginal or no value to the Debtors' estates. The Debtors anticipate that during the balance of these Chapter 11 Cases additional property will be determined to constitute De Minimis Assets as a result of the ongoing wind-down. By the Motion, the Debtors respectfully request that the Court enter an order authorizing and approving expedited procedures enabling them, without further hearing or order of the Court, to: (a) subject to the De Minimis Asset Sale Procedures, sell De Minimis Assets free and clear of all Liens, with such Liens attaching to the sale proceeds; (b) subject to the De Minimis Asset Abandonment Procedures, abandon De Minimis Assets to the extent that a sale thereof cannot be consummated at value greater than the cost of liquidating such De Minimis Assets; and (c) pay those necessary fees and expenses incurred in the sale or abandonment of De Minimis Assets, including, but not limited to, commission fees to agents, brokers, auctioneers, and liquidators. The Debtors propose to conduct all sales of De Minimis Assets pursuant to a commercially reasonable marketing/sales process for the highest and best offer received, taking into consideration the exigencies and circumstances, under these De Minimis Asset Sale Procedures: a. The following procedures will govern sales of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price equal to or less than $50,000: i. the Debtors are authorized to consummate such transactions if they determine in the reasonable exercise of their business judgment that such sales are in the best interest of their estates, without further order of the Court or notice to any party; and ii. any such transactions will be free and clear of all Liens with such Liens attaching only to the sale proceeds. b. The following procedures will govern sales of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price greater than $50,000 and up to $100,000: i. the Debtors are authorized to consummate such transactions if they determine in the reasonable exercise of their business judgment that such sales are in the best interest of the estates, without further order of the Court, subject to the procedures set forth immediately below; ii. any such transactions will be free and clear of all Liens with such Liens attaching only to the sale proceeds; iii. the Debtors will give Sale Notice to the Notice Parties; iv. if a written objection is received from a Notice Party within such 10-day period and such objection cannot be consensually resolved, the relevant De Minimis Asset(s) will only be sold upon further order of the Court after notice and a hearing. The foregoing notwithstanding, (a) the authority to sell De Minimis Assets to "insiders," is neither contemplated by nor included in the relief sought, and (b) the Debtors will use commercially reasonable efforts to market all De Minimis Assets proposed to be sold to maximize the value received therefor. To the extent that De Minimis Assets cannot be sold at a price greater than the cost of liquidating such assets (and excluding the abandonment of personal property already authorized by the Court), the Debtors ask authority to abandon such De Minimis Assets in accordance with these De Minimis Asset Abandonment Procedures: a. the Debtors will give the Abandonment Notice to the Notice Parties; b. the Abandonment Notice will contain a description in reasonable detail of the De Minimis Assets to be abandoned and the Debtors’ reasons for such abandonment; c. if no written objection from any Notice Party is received by the Debtors within 10 business days following service of the Abandonment Notice, the Debtors may immediately proceed with the abandonment; and d. if a written objection is received from a Notice Party within such 10-day period and such objection cannot be consensually resolved, then such De Minimis Asset will not be abandoned except upon further order of the Court after notice and a hearing. The De Minimis Assets are of little or no use or value to the Debtors' estates or restructuring efforts. If the requested relief is granted, the Debtors will be able to avoid many unnecessary costs associated with retaining, storing, and/or liquidating De Minimis Assets that have little to no commercial value. In that context, it would not be an efficient use of resources to seek court approval every time the Debtors sell such De Minimis Assets or pay agents, brokers, auctioneers, liquidators, and other third parties that the Debtors employ to facilitate such sales and realize the maximum amount possible therefrom. Further, the procedures proposed will afford those creditors with an interest in De Minimis Assets the opportunity to object to the sale or abandonment of such assets and obtain a hearing if necessary, and the relief sought will not apply to sales of De Minimis Assets to Insiders. The Debtors propose to streamline the process and shorten the applicable notice periods as described to maximize the net value realized from sales of De Minimis Assets for the benefit of all parties-in-interest. About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. RENOVATE AMERICA: Auction of All Benji Business Assets on Feb. 26 ----------------------------------------------------------------- Renovate America, Inc. and Personal Energy Finance, Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their sale of all Benji assets to Finance of America Mortgage, LLC for $5 million, subject to overbid. On Dec. 22, 2020, the Debtors filed their Sale Motion asking, among other things, entry of the Sale Order authorizing and approving: (a) the sale of substantially all of the Debtors' "Benji" business assets to Finance of America free and clear of liens, claims, encumbrances, and other interests, with all such liens, claims, encumbrances, and other interests attaching to the sale proceeds, and subject to higher or otherwise better offers; and (b) procedures for the assumption and assignment of executory contracts and unexpired leases. The Debtors are soliciting offers for the purchase of the Assets consistent with the Bidding Procedures approved by the Court on Jan. 8, 2021. If the Debtors receive qualified competing bids within the requirements and time frame specified by the Bidding Procedures, the Debtors will conduct an auction of the Assets on Feb. 26, 2021 at 1:00 p.m. (ET) virtually via online video conference (or at any other location as they may thereafter designate on proper notice with the reasonable consent of the Stalking Horse Purchaser). The Debtors will ask approval of the Sale at a hearing scheduled to commence on March 2, 2021, at 2:00 p.m. (ET). Except as otherwise set forth in the Bidding Procedures Order with respect to any objections to proposed cure amounts or the assumption and assignment of Contracts, objections to the relief requested in the Sale Motion must be filed with the Court and served so as to be actually received by Feb. 23, 2021, at 5:00 p.m. (ET) by the Objection Notice Parties. The Stalking Horse Purchase Agreement and proposed Sale Order provide that the Stalking Horse Purchaser and/or Successful Bidder, if applicable, will have no responsibility for, and the Assets will be sold free and clear of, any successor liability, including the following: (a) any liability or other obligation of the Debtors' estates or related to the Assets other than as expressly set forth in the applicable Purchase Agreement; or (b) any claims against the Debtors, their estates, or any of their predecessors or affiliates. The copies of the Sale Motion, Bidding Procedures, and Bidding Procedures Order, as well as all related exhibits, including the Stalking Horse Purchase Agreement and the proposed Sale Order, are available: (a) upon request to Stretto by calling (855) 432-5822; (b) by visiting the website maintained in these chapter 11 cases at https://cases.stretto.com/RenovateAmerica; or (c) for a fee via PACER by visiting http://www.deb.uscourts.gov. One may obtain additional information concerning the chapter 11 cases at the website maintained in these chapter 11 cases at https://cases.stretto.com/RenovateAmerica. About Renovate America Renovate America is one of the nation's preeminent providers of home improvement financing through its industry-leading home financing product, Benji. The Company offers a proprietary technology platform that helps Americans improve their homes while giving contractors the tools they need to grow their business. In addition to offering intuitive financing options, Renovate America offers industry- leading education, training and mentoring to contractor teams in the field. On the Web: http://www.renovateamerica.com/ Renovate America, Inc. and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020. Renovate America was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. Bryan Cave Leighton Paisner LLP is acting as the Company's legal counsel. Stretto is the claims agent. Culhane Meadows, PLLC, is the bankruptcy co-counsel. Armanino LLP is the financial advisor. GlassRatner Advisory & Capital Group, LLC, is the restructuring advisor. Stretto is the claims agent. ROCHESTER DRUG: U.S. Trustee Opposes Amended Plan & Disclosures --------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, objects to the Amended Disclosure Statement to accompany the Amended Chapter 11 Plan of Liquidation of debtor Rochester Drug Cooperative, Inc. The United States Trustee claims that the Disclosure Statement fails to set forth adequate information regarding why classes 1a and 1b are classified as unimpaired despite the fact that the legal rights of each class may be altered if the Plan is confirmed. The United States Trustee points out that the Disclosure Statement fails to adequately explain the bases for the Plan imposing third party releases on creditors that vote to reject the Plan, but do not opt-out of the releases. The United States Trustee states that the Debtor seeks impose third-party release on creditors who abstain from voting and who do not opt-out of the releases. There is no basis, however, to conclude that such inaction constitutes consent to the releases, the U.S. Trustee avers. The U.S. Trustee asserts that the Disclosure Statement fails to fully articulate the reasons and under what legal theory it proposes to award a KEIP, CEO Incentive Payments and a KERP (collectively, the "Bonus Payments") that have not been approved by the Court pursuant to 503 of Title 11 of the United States Code. The United States Trustee further asserts that the Disclosure Statement fails to disclose not only the amount of claims for the impaired classes of creditors, but also the estimated recoveries that impaired classes of creditors will receive. In that regard, a claimant does not have sufficient information to determine whether to accept or reject the Plan. About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc., is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020, for the purpose of winding-down the Debtor's operations and liquidating its assets. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC as the claims and noticing agent. ROCKWOOD SERVICE: Moody's Completes Review, Retains B2 CFR ---------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Rockwood Service Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Rockwood's B2 corporate family rating reflects its moderate financial leverage, ample interest coverage, strong market position with only a few sizeable competitors and the recurring nature of most of its revenues since it provides safety critical, non-discretionary testing and inspection services. The company believes it has the largest share of the North American market for nondestructive testing which evaluates industrial equipment to ensure asset integrity and to comply with regulatory requirements. This is a safety critical service that companies in the refining, petrochemical, pipeline, power, paper & pulp and industrial sector regularly utilize to increase the lifespan of equipment and to avoid costly downtime and accidents. In addition, Rockwood provides nested crews working full-time at customer sites that complete testing & inspection services associated with maintenance and turnaround activities. These services are provided to a mostly blue-chip customer base and generate relatively consistent revenue streams. The principal methodology used for this review was Construction Industry published in March 2017. ROYAL COACHMAN: Hurst Buying Royal City Mobile Home Park for $2M ---------------------------------------------------------------- Debtor Royal Coachman Mobile Home Park, LLC and Shannon Burns, jointly ask the U.S. Bankruptcy Court for the Eastern District of Washington to authorize the private sale of the Royal Coachman Mobile Home Park located at 133 Catalpa Avenue, NE, in Royal City, Washington, to Hurst & Sons, LLC and/or assigns for $2 million, on the terms of their Real Estate Purchase and Sale Agreement. The following summarizes the proposed sale: a. The Property: The Royal Coachman Mobile Home Park. In addition, all personal property of the Debtor located on-site and used in connection with operating the Property will be transferred to the Buyer. b. Seller: The Debtor c. Buyer: Hurst & Sons and/or assigns d. Purchase Price: $2 million e Earnest Money: $25,000 f. Method of Sale: Private sale to the Buyer g. Broker's Commission: 4% The Buyer operates 38 mobile home parks and RV communities. Pursuant to Article X of the confirmed First Amended Plan of Reorganization, the Debtor may sell its business subject to two conditions: (1) the Debtor is reasonably profitable; and (2) the Debtor in its sole discretion consents to the sale. As set forth in the post-confirmation disbursements reports filed by the Chapter 11 Trustee, the Debtor's cash balance has increased from $31,142 to $117,069 from March 31, 2020 to Sept. 30, 2020. In addition, the profit and loss statement attached to the third quarter post-confirmation disbursement report shows net income of $129,222 for the period of March 5 to Oct. 31, 2020. It appears from these reports that the Debtor is reasonably profitable. The Debtor will consent to the sale. The purchase price exceeds the amount of the offer from Northwest Cooperative Development Center by $600,000. The offer from Hurst is not subject to a financing contingency, and is clearly superior to the offer from Northwest Cooperative. The Moving Parties ask the Court to authorize them to sell the Property pursuant to the Plan, free and clear of all liens, with proceeds to be disbursed as set forth in the Order and the Plan. The Property is sold in "as, is" in its present state and condition, and without warranty of condition or defects of any kind, except as set forth in the Sale Agreement. The Moving Parties further ask that all broker's fees and other closing costs will be paid from the proceeds of the sale. The Debtor and Buyer ask the Court that they may amend the Sale Agreement without further order of the Court so long as the proceeds from the sale are sufficient to satisfy all claims in the case. All liens and other interests in the Property will attach to the proceeds of the sale. About Royal Coachman Royal Coachman Mobile Home Park, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 16-03109) on Oct. 3, 2016. The petition was signed by Shannon Hunter Burns, authorized representative. The Debtor is represented by Dan O'Rourke, Esq., at Southwell & O'Rourke, P.S. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. SPEEDCAST INT'L: Strikes Deal With Centerbridge, Black Diamond -------------------------------------------------------------- Steven Church of Bloomberg News reports that Centerbridge Partners and Black Diamond Capital Management struck strike a deal to end their court battle over how to reorganize SpeedCast International Ltd., the bankrupt satellite communications company's lawyers told a federal judge Jan. 14, 2021. The investors declined to outline the agreement in court until they have a final written version, lawyers for the companies told U.S. Bankruptcy Judge Marvin Isgur, who is based in Houston. The company will make the deal public in a court filing in the coming days. "We're pleased with the results," SpeedCast attorney Gary Holtzer said during a court hearing held by video. About SpeedCast International Headquartered in New South Wales, Australia, SpeedCast International Limited and its affiliates provide remote and offshore satellite communications and information technology services. SpeedCast's fully-managed service is delivered to more than 2,000 customers in 140 countries via a global, multi-access technology, multi-band, and multi-orbit network of more than 80 satellites and an interconnecting global terrestrial network, bolstered by on-the-ground local upport from more than 40 countries. Speedcast services customers in sectors such as commercial maritime, cruise, energy, mining, government, NGOs, enterprise, and media. SpeedCast International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32243) on April 23, 2020. At the time of the filing, the Debtors each had estimated assets of between $500 million and $1 billion and liabilities of the same range. Judge David R. Jones oversees the cases. Speedcast is advised by Weil, Gotshal & Manges LLP as global legal counsel and Herbert Smith Freehills as co-counsel. Michael Healy of FTI Consulting, Inc. is Speedcast's Chief Restructuring Officer, and FTI Consulting, Inc. is Speedcast's financial and operational advisor. Moelis Australia Advisory Pty Ltd and Moelis & Company LLC are Speedcast's investment bankers. KCC is Speedcast's claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Hogan Lovells US, LLP. On August 13, 2020, the Debtor received a $395 million equity commitment from Centerbridge Partners, L.P. and its affiliates, one of its largest lenders. SUMMIT MIDSTREAM: S&P Raises ICR to 'CCC+'; Outlook Negative ------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on Summit Midstream Partners L.P. (SMLP) to 'CCC+' from 'SD' (selective default). The outlook is negative. S&P is raising its rating on Summit Midstream Holdings LLC's senior unsecured debt to 'CCC+' from 'D', reflecting its '3' recovery rating. The recovery rating reflects S&P's expectation of meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a default. The rating agency is also raising its rating on SMLP's preferred stock to 'CC' from 'D'. The ratings transition to 'CC' highlights the downside risk associated with the security's ongoing distribution deferral. S&P said, "The negative outlook reflects the heightened refinancing risk associated with the revolving credit facility (RCF)(unrated) and the 5.5% senior unsecured notes, both maturing in 2022. We forecast the partnership will achieve an adjusted debt-to-EBITDA ratio in the 5.25x-5.75x range in 2021." In 2020, SMLP completed several distressed transactions to clean up and strengthen the balance sheet and reposition the partnership to address the upcoming 2022 maturities. The partnership retired approximately $550 million of recourse debt obligations at a weighted-average discount of 58% to face value through early December 2020. On Dec. 29, SMLP closed a cash tender offer for its series A preferred units, retiring approximately $75 million of nominal preferred units in exchange for $25 million. SMLP also retired nearly $7 million of accrued distributions attached to those preferred units. The partnership also retired SMP Holdings $155.2 million term loan, which was non-recourse to SMLP. Although S&P treated these transactions as distressed events, the partnership has better positioned its balance sheet to address the upcoming debt maturities. However, investors accepted a steep discount to par with these transactions, which might affect SMLP's ability to raise capital in the future. As of Dec. 31, 2020, the partnership had over $15 million of cash on hand and had drawn approximately $857 million on the RCF (May 2022 maturity) and had approximately $234 million (August 2022 maturity) outstanding under the 5.5% senior unsecured notes, both maturing in 2022. As a first step in addressing these refinancing hurdles, SMLP in December 2020 secured several RCF amendments. These include a reduction in the revolver commitment size from $1.25 billion to $1.1 billion and a total max leverage covenant increase to 5.75x from 5.5x. SMLP also added a $400 million junior lien basket that could be utilized to address the 5.5% senior unsecured notes maturity. S&P views these amendments as supportive to credit quality and should provide SMLP with greater financial flexibility as the partnership works through refinancing due diligence. Albeit, SMLP continues to face a substantial debt wall of approximately $1 billion. S&P said, "We are also monitoring SMLP's ongoing counterparty risk across its basins—specifically the Utica, Williston, and DJ basins. The company is exposed to several counterparties with lower credit ratings. SMLP's management team has restructured several contracts at lower gathering and processing rates while extending term on some contracts. This further complicates some of SMLP's focus areas, which are already under pressure as minimum volume commitments (MVCs) begin to roll off. We will continue to monitor the situation, but we do not expect any midstream contract rejections over the near term." On Jan. 12, 2021, SMLP/Double E Pipeline project was granted approval to begin the construction of its proposed 135-mile natural gas pipeline project designed to transport 1.35 billion cubic feet per day of gas from the Delaware Basin to the Waha Hub in Texas. Now that construction is nearing, S&P expects SMLP will focus on raising asset-level bank debt financing for the rest of the project's costs (the rating agency will proportionally consolidate 70% of the asset-level debt). Estimated gross cost to complete the pipeline project decreased from $500 million in June 2019 to less than $430 million based on locking in nearly 90% of development costs. Summit expects the project to be operational by year-end 2021. The pipeline has a noteworthy anchor shipper in XTO, which is also a minority owner of the asset (30%), but Double E continues to seek additional shippers. A fully contracted Double E project with fixed-fee cash flows would help offset the MVCs that are beginning to roll off in its other basins. The project also helps diversify SMLP's asset portfolio, which is largely gathering and processing focused. S&P forecasts SMLP will achieve an adjusted debt-to-EBITDA ratio in the 5.25x-5.75x range in 2021, and the rating agency will continue to monitor the liquidity position as refinancing discussions progress. The negative outlook highlights the refinancing risk associated with the revolving credit facility and the 5.5% senior unsecured notes, both maturing in 2022. As the partnership continues to work through refinancing discussions, additional downward ratings pressure could occur if a sizable portion of these securities goes current. S&P forecasts the partnership will achieve an adjusted debt-to-EBITDA ratio in the 5.25x-5.75x range in 2021. S&P said, "We could lower our ratings on SMLP by the third quarter of 2021 if a sizable portion of the 2022 maturities goes current. At that time we could view the capital structure as unsustainable and would pressure liquidity leading to additional distressed transactions." "It is unlikely we would consider a stable outlook at this time given the heightened refinancing risk for multiple maturities." TD HOLDINGS: Inks Deal to Sell $24.4 Million Worth of Common Shares ------------------------------------------------------------------- TD Holdings, Inc. entered into certain securities purchase agreement with Ms. Renmei Ouyang, the chief executive officer and chairwoman of the Company, and Mr. Shuxiang Zhang, both of whom are "non-U.S. Persons" as defined in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell an aggregate of 15,000,000 shares of its common stock, par value $0.001 per share, at a per share purchase price of $1.63, which is the closing price of the Common Stock on the date immediate prior to the date of the SPA. The gross proceeds from such Offering will be $24,450,000. Since Ms. Ouyang and Mr. Zhang are affiliates of the Company, the Offering was approved by the Audit Committee of the Board of Directors of the Company, which solely consistent of independent directors, as well as the Board of Directors of the Company. The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Investors are "non-U.S. Persons" as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the absence of legal proceedings that affect the completion of the transaction contemplated by the SPA. The SPA is subject to various conditions to closing including the Nasdaq's completion of its review of the notification to Nasdaq regarding the listing of the Shares. The Shares to be issued in the Offering are exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder. The net proceeds of the Offering shall be used by the Company in connection with the Company's general corporate purposes, working capital, or other related business as approved by the board of directors of the Company. About TD Holdings Headquartered in Beijing, People's Republic of China, TD Holdings, Inc., (formerly known as Bat Group, Inc.) operates a luxurious car leasing business as well as a commodities trading business operating in China. For the year ended Dec. 31, 2019, the Company incurred net loss from continuing operations of approximately $6.94 million, and reported cash outflows of approximately $2.17 million from operating activities. The Company said these factors caused concern as to its liquidity as of Dec. 31, 2019. TRC FARMS: Wants Solicitation Exclusivity Extended Until March 18 ----------------------------------------------------------------- Debtor TRC Farms, Inc. requests the U.S. Bankruptcy Court for the Eastern District of North Carolina, New Bern Division to extend by 60 days the exclusive period during which the Debtor may solicit acceptances of Chapter 11 Plan to and including March 18, 2021. This is Debtor's fourth motion for extension of time. On November 20, 2020, the Court entered an Order allowing the Debtor's third motion for extension of time and extending the acceptance period through January 17, 2021. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/38INzDy at no extra charge. About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-00309) on January 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. TUTOR PERINI: Moody's Completes Review, Retains B2 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Tutor Perini Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Tutor Perini's B2 corporate family rating is supported by its moderate leverage, ample interest coverage, good market position, meaningful scale and diversity across a number of US nonresidential building and civil infrastructure construction markets and its strong project backlog. However, its rating is constrained by its relatively thin margins, historically low funds from operations as a percentage of its outstanding debt, inconsistent free cash flow generation, high level of unbilled receivables, significant exposure to fixed-price construction contracts and the risk of weaker future construction activity due to the impact of the COVID-19 outbreak. The company is also exposed to contingent risks associated with periodic contract disputes and the possibility of write-downs as it pursues past due payments. The principal methodology used for this review was Construction Industry published in March 2017. VERTELLUS SPECIALTIES: August Mack Proceedings To Be Remanded ------------------------------------------------------------- Judge Robert B. King of the United States Court of Appeals, Fourth Circuit will vacate the Dismissal Order issued by the District Court for the Northern District of West Virginia against August Mack Environmental, Inc., and remand for such other and further proceedings as may be appropriate, including a remand to the Environmental Protection Agency for further administrative proceedings. August Mack sought to recover nearly $2.7 million in costs incurred cleaning up a contaminated industrial property in Fairmont, West Virginia, that has been designated as a so-called "Superfund" site under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). The Environmental Protection Agency dismissed August Mack's administrative claim, having determined that August Mack's failure to properly seek preauthorization for the cleanup work precluded a recovery of its costs from the Superfund. August Mack sought review of the EPA's adverse decision in the Northern District of West Virginia, and the district court dismissed the operative complaint under Federal Rule of Civil Procedure 12(b)(6), for failure to state a claim upon which relief can be granted. On July 2000, a 38-acre contaminated industrial property in Fairmont, known as the Big John's Salvage-Hoult Road Superfund Site, or the BJS Site, was added to the EPA's National Priorities List. The NPL rendered the BJS Site eligible to receive money from the Superfund for cleanup. Reilly Tar and Chemical Corporation owned a portion of the Site and operated a coal tar processing plant there for about forty years, from at least 1933 to 1973. In January 1973, Reilly sold the property to Big John's Salvage, Inc., which operated a junk salvage facility on the Site until approximately 1984. Big John's Salvage accepted and stored waste materials that contained hazardous substances and various salvageable materials, including crushed nonsaleable fluorescent light bulbs, lead dust, oil containing mercury, drummed liquid wastes, and other wastes from Westinghouse Electric's light bulb manufacturing plant. Vertellus Specialties, Inc., ExxonMobil Corporation, and CBS Corporation as "Potentially Responsible Parties" under CERCLA by the EPA. On October 10, 2012, the three Potentially Responsible Parties entered into a Consent Decree with the EPA and the West Virginia Department of Environmental Protection. The Potentially Responsible Parties were explicitly listed as being bound by the Consent Decree, which provided, among others, that "[n]othing in this Consent Decree shall be construed to create any rights in, or grant any cause of action to, any person not a Party to this Consent Decree." Under the Consent Decree, Vertellus was required to perform cleanup work on the Site. With the EPA's approval, Vertellus hired August Mack, as the supervising contractor of the Site's cleanup. The Potentially Responsible Parties were required to provide the EPA with nearly $37 million in cash and financial assurances to be used to clean up the BJS Site. These Site-specific funds served as a performance guarantee for the cleanup efforts. Under the Consent Decree, if Vertellus ceased performing the cleanup work, or if the EPA determined that Vertellus's work was unsatisfactory, the EPA could issue a Work Takeover Notice. The Notice would trigger the EPA's rights to take custody of the Site-specific funds and allow the EPA to complete the work itself. August Mack performed cleanup work at the BJS Site for more than three years, from about October 2012 to May 2016. The EPA monitored and approved all of August Mack's actions during those cleanup efforts. August Mack expected to be reimbursed for its work at the BJS Site by Vertellus or from the $37 million in Site-specific funds. In May 2016, Vertellus declared Chapter 11 bankruptcy and notified the EPA that it would cease cleanup efforts at the BJS Site. Pursuant to the Consent Decree, the EPA issued a Work Takeover Notice of the Site and assumed responsibility for the cleanup operations. The Site-specific funds were then transferred to the EPA and placed in a Special Account. After Vertellus filed for bankruptcy, August Mack made a series of efforts to recover nearly $2.7 million it had expended in cleaning up the BJS Site and had not been paid. August Mack unsuccessfully filed claims against Vertellus in bankruptcy court. It also requested reimbursement of its response costs from both CBS and ExxonMobil, but those requests were rejected. In January 2017, August Mack requested that the EPA reimburse it from the Superfund or from the Special Account. The EPA denied any reimbursement or recovery to August Mack. On March 2017, August Mack appealed the EPA's denial of reimbursement to the EPA's Office of Administrative Law Judges, and EPA moved to dismiss the proceedings. On December 18, 2017, an EPA administrative law judge granted the EPA's motion to dismiss, ruling that August Mack had not secured the agency's express preauthorization, pursuant to 40 C.F.R. Section 307.21(b), before it sought reimbursement from the Superfund for the response costs it had incurred in cleaning up the BJS Site. The ALJ faulted August Mack for failing to fill out and submit the EPA's preauthorization form, EPA Form 2075-3. The ALJ rejected August Mack's contention that substantial compliance with the preauthorization process is sufficient and that strict compliance is not required. The ALJ denied August Mack's claim for disbursement from the Special Account because August Mack was not a party to the Consent Decree and because the ALJ lacked jurisdiction over those Site-specific funds. On January 17, 2018, August Mack filed its action in the Northern District of West Virginia, pursuant to 42 U.S.C. Section 9612(b)(5), requesting court review of the ALJ's denial of its administrative claim for reimbursement from the Superfund. August Mack later amended its complaint to add a claim for reimbursement from the Special Account. The EPA then filed a motion in the district court to dismiss the operative complaint for failure to state a claim upon which relief can be granted. The district court granted the EPA's motion to dismiss, being satisfied that the ALJ had not acted arbitrarily or capriciously in denying August Mack's reimbursement claims. Judge King found that "it was legal error for the EPA to require strict compliance with its preauthorization process in order for August Mack to prove its Superfund claim. Our decision today, however, does not mean that August Mack is necessarily entitled to recover on its claim for response costs. No discovery was conducted, and whether August Mack substantially complied with the preauthorization process was not assessed in the administrative proceedings. On remand, the EPA is entitled to dispute and litigate August Mack's compliance and any Superfund reimbursement that might be awarded." The case is AUGUST MACK ENVIRONMENTAL, INC., Plaintiff-Appellant, v. UNITED STATES ENVIRONMENTAL PROTECTION AGENCY, Defendant-Appellee, Case No. 19-1962 (4th Cir.). A full-text copy of the opinion, dated January 7, 2021, is available at https://tinyurl.com/y6fkooya from Leagle.com. August Mack Environmental, Inc. is represented by: Philip R. Zimmerly, Esq. Bradley R. Sugarman, Esq. Andrew M. McNeil, Esq. BOSE McKINNEY & EVANS, LLP 111 Monument Circle Suite 2700 Indianapolis, IN 46204 Telephone No.: 317-684-5000 Email: pzimmerly@boselaw.com bsugarman@boselaw.com amcneil@boselaw.com The United States Environmental Protection Agency is represented by: Katelin Shugart-Schmidt, Esq. Jeffrey Bossert Clark, Esq. Eric Grant, Esq. Evelyn Ying, Esq. Austin Saylor, Esq. UNITED STATES DEPARTMENT OF JUSTICE Environment and Natural Resources Division U.S. Department of Justice 950 Pennsylvania Avenue, NW Washington, DC 20530-0001 Telephone No.: 202-514-2701 Email: webcontentmgr.enrd@usdoj.gov -- and -- Benjamin Cohan, Esq. UNITED STATES ENVIRONMENTAL PROTECTION AGENCY 1650 Arch Street Philadelphia, PA 19103-2029 Telephone No.: 215-814-2618 -- and -- Lee Tyner, Esq. UNITED STATES ENVIRONMENTAL PROTECTION AGENCY USEPA William Jefferson Clinton Building North (WJC North) 1200 Pennsylvania Avenue N.W. Washington, DC 20004 Telephone: 202-564-5524 About Vertellus Specialties Vertellus Specialties Inc. was a global specialty chemicals company focused on the manufacture of ingredients used in pharmaceuticals, personal care, nutrition, agriculture, and a host of other market areas affected by trends favoring "green" technologies and chemistries. Headquartered in Indianapolis, Indiana, Vertellus Specialties Inc. and several affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 16-11289 to 16-11299) on May 31, 2016. Judge Christopher S. Sontchi presides over the case. Stuart M. Brown, Esq., Kaitlin M. Edelman, Esq., Richard A. Chesley, Esq., Daniel M. Simon, Esq., and David E. Avraham, Esq., at DLA Piper LLP (US) serve as the Debtors' bankruptcy counsel. Jefferies LLC is the Debtors' investment banker. Andrew Hinkelman at FTI Consulting, Inc. is the Debtors' chief restructuring officer. Kurtzman Carson Consultants is the Debtors' claims and noticing agent. The Debtors estimated their assets at between $100 million and $500 million and debts at between $500 million and $1 billion. The petitions were signed by Anne Frye, vice president, secretary and general counsel. The Official Committee of Unsecured Creditors of Vertellus Specialties Inc., et al., has tapped Hahn & Hessen LLP as lead counsel; Morris James LLP as co-counsel; and Zolfo Cooper, LLC as its financial advisor. * * * The Troubled Company Reporter reported that Vertellus Specialties Inc. completed the sale of substantially all of its U.S. and international assets to its prior term loan lenders, a group including Black Diamond Capital Management and Brightwood Capital Advisors, among others, on Oct. 31, 2016. VESTCOM PARENT: Moody's Affirms B3 CFR Following Special Dividend ----------------------------------------------------------------- Moody's Investors Service affirmed Vestcom Parent Holdings, Inc.'s B3 Corporate Family Rating following the company's announcement that it will issue $100 million of new first lien term loan debt to fund a special dividend to the sponsor, Charlesbank Capital Partners, and to pay transaction-related fees and expenses. The term loan add-on is expected to be fungible with the existing term loan. Moody's also affirmed the company's B2 senior secured rating and B3-PD Probability of Default rating. The outlook remains stable. Affirmations: Issuer: Vestcom Parent Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: Vestcom Parent Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE Pro forma for the transaction, Debt/EBITDA leverage increases from 4.8x to 5.6x for the last twelve months ended September 30, 2020 (including Moody's adjustments and adjusted for new business wins). During 2020, Vestcom renewed a contract with a major national retailer. The renewal included converting the customer into 'stackz' and 'shelfAdz' solutions nationwide. Moody's expects Vestcom to fully penetrate this customer's locations within the first half of 2021, which will provide Vestcom with significant growth over the next 12 to 18 months. While the increase in debt to fund a shareholder distribution reflects on the company's aggressive financial policies, Moody's believes Vestcom is well positioned within the B3 rating category to absorb this increase in leverage. Vestcom's B3 CFR reflects the company's leading position in the shelf-edge price communication services industry, its long track record with existing customers and high visibility into earnings from long-term contracts with its client base. Offsetting these positives are the company's moderately high leverage, limited free cash flow, high customer concentration, small scale and aggressive financial policies stemming from its private equity ownership. For LTM 9/30/2020, revenues increased 2%, primarily reflecting a product mix shift into higher-end solutions such as its 'stackz' and 'shelfAdz' offerings. Including the new contract renewal above, Moody's expects revenue to increase 20% in 2021, with free cash flow improving to the mid-single digit percent of debt range. Vestcom is subject to governance risk as the business is owned by private equity investor Charlesbank Capital Partners and is expected to maintain an aggressive financial strategy as evidenced by the debt-funded dividend and the high leverage levels associated with the proposed transaction. Liquidity is considered adequate, supported by expected free cash flow (excluding the special dividend) of approximately $30 million over the next 12 months and access to an undrawn $60 million revolving credit facility expiring in December 2022. Moody's does not expect the company to be reliant on its revolver over the next 12 months. There are no term loan financial maintenance covenants, but the revolver contains a springing first lien net leverage ratio that is applicable if 30% or more of the revolver is drawn at quarter end and cannot exceed 6.25x. Moody's does not expect the covenant will be in effect over the next 12 months. Alternate liquidity is limited as the company's credit facilities are secured by a first-priority lien on substantially all tangible and intangible assets. The B2 rating on Vestcom's first lien debt is one notch above the B3 CFR, reflecting its senior position relative to the second lien term loan (unrated), which provides loss absorption. The stable rating outlook incorporates Moody's expectation that Vestcom will reduce and maintain leverage (Moody's adjusted) in the mid 5x range over the next 12-18 months. The stable outlook also assumes the company will improve its free cash flow materially in 2021 from LTM levels ($15 million pro forma for the debt issuance). FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company's performance results in debt-to-EBITDA leverage (Moody's adjusted) sustained below 5.5x and a financial strategy that supports this leverage level. Greater customer diversification would also support an upgrade. Good liquidity along with good cash flow generation near high single digits as a percentage of total debt would also be factors necessary for an upgrade. Declining revenue due to a loss of one or more significant clients would likely result in a downgrade. Increased pricing pressure on the company's products leading to sustained revenue and EBITDA declines, debt to EBITDA (Moody's adjusted) sustained above 6.5x, additional debt funded distributions, liquidity erosion, or negative free cash flow could also result in a downgrade. Vestcom Parent Holdings, Inc. (Vestcom) provides shelf-edge communications and technology enabled services to the retail industry. Charlesbank Capital Partners acquired the company from Court Square Capital Partners in December 2016. Total revenue for LTM 9/30/2020 was below $500 million. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WATERS RETAIL: Court Confirms Liquidation Plan ---------------------------------------------- Judge Stacey G. Jernigan of the United States Bankruptcy Court for the Northern District of Texas, Dallas Division, confirmed Waters Retail TPA LLC's Plan of Liquidation. The Court previously entered an Order Conditionally Approving the First Amended Disclosure Statement in Support of First Amended Plan of Liquidation of Waters Retail TPA, LLC and approving certain procedures for the sale of substantially all of the Debtor's Assets to a third party as well as the solicitation and tabulation of votes for the Plan. The hearing to confirm the Plan was held on December 16, 2020. No objections were made to the confirmation of the Plan. The Court approved the Disclosure Statement on a final Basis. The Disclosure Statement included a copy of the Waters Retail and WMG Development, LLC, Purchase and Sale Agreement as well as certain bidding requirements for parties interested in submitting a competing bid to purchase the Waters Property. On November 24, 2020, the Court granted the Expedited Motion of Waters Retail TPA, LLC Only for Bidding Procedures, Break-Up Fee and Other Protections in Advance of Sale, and Granting Related Relief which approved of Debtor's selection of WMG as the Stalking Horse Bidder as well as other bid qualifications and protections. The Disclosure Statement provided that the Waters Retail Property would be sold to WMG pursuant to the Waters Retail PSA unless Debtor received a signed PSA on the same or better terms as the Waters Retail PSA, including a purchase price of no less than $3,880,000.00, by the Waters Bid Deadline. The Waters Retail Property consists of land situated in the County of Hillsborough, State of Florida. The Confirmation Plan contains, among others, the following provisions: (1) Approval of Plan Modifications. The modifications and amendments in the Plan made by this Confirmation Order are hereby approved. Such modifications do not materially and adversely affect or change the treatment of any creditor who has not accepted such modifications. Accordingly, pursuant to Bankruptcy Rule 3019, such modifications do not require additional disclosure under Section 1125 of the Bankruptcy Code, or re-solicitation of acceptances or rejections under Section 1126 of the Bankruptcy Code, nor do they require that holders of Claims not accepting such modifications be afforded an opportunity to change previously cast acceptances or rejection of the Plan. Disclosure of the modifications on the record at the Confirmation Hearing constitutes due and sufficient notice thereof under the circumstances of these Cases. (2) Vesting of Waters Retail Property. a. The Waters Retail PSA is approved, and the Debtor is authorized and directed to sell the Waters Retail Property to the Waters Retail Buyer and otherwise consummate the transactions contemplated by the Waters Retail PSA. Except as otherwise provided in the Waters Retail PSA and this Confirmation Order, upon the Closing, the Waters Retail Property as set forth in the Waters Retail PSA shall vest in Waters Retail Buyer free and clear of all liens, claims, encumbrances, and interests claimed or held by any party (other than the Waters Retail Buyer) in accordance with sections 363(f), 365 and/or 1123 and 1129 of the Bankruptcy Code, which liens, claims, encumbrances, and interests will attach to the Waters Retail Proceeds with the same validity, priority, force and effect and subject to the same defenses as existed prior to the Closing Date. On the Closing Date, any and all pre-existing liens, claims, and encumbrances or other matters affecting title to the Waters Retail Property shall be deemed extinguished as of such date, with such liens and claims to attached to Waters Retail Proceeds as provided in the Plan and herein. Without limiting the generality of the foregoing, all liens, encumbrances and claims against the Waters Retail Property as of the Closing Date shall be unconditionally and irrevocably released, discharged and terminated as to the Waters Retail Property by the Waters Retail Buyer under the Waters Retail PSA. b. The Waters Retail Buyer is a good faith Buyer within the meaning of Section 363(m) of the Bankruptcy Code, and therefore, is entitled to all of the protections afforded thereby. In the absence of a stay pending appeal of this Order, if all or any of the provisions of this Order are hereafter reversed or modified on appeal, such reversal or modification shall not affect the validity and enforceability of any sale, transfer or assignment authorized by this Order, specifically including, the Sale of the Waters Retail Property to the Waters Retail Buyer under the Waters Retail PSA, and notwithstanding any reversal or modification on appeal, any sale transfer, or assignment, specifically including the Sale of the Waters Retail Property to the Waters Retail Buyer under the Waters Retail PSA, shall be governed in all respects by the original provisions of this Order. c. Neither Waters Retail nor the Waters Retail Buyer has engaged in conduct that would cause or permit the Waters Retail PSA or the sale of the Waters Retail Property to the Waters Retail Buyer thereunder to be avoided under Section 363(n) of the Bankruptcy Code. The Waters Retail Buyer is not a successor in interest or alter ego of Waters Retail and shall not have any successor or transferee liability for any obligations or liabilities of Waters Retail as a result of the purchase of the Waters Retail Property. d. Effective upon the Closing of the Sale of the Waters Retail Property to the Waters Retail Buyer under the Waters Retail PSA, all holders of liens, encumbrances and other claims are hereby barred and permanently enjoined from in any way asserting or pursuing such liens, encumbrances and other claims against the Waters Retail Buyer, the Waters Retail Buyer's successors or assigns, the Waters Retail Property and/or any other Property of the Waters Retail Buyer or its successors and assigns. Following the closing of the sale of the Waters Retail Property to the Waters Retail Buyer under the Waters Retail PSA, no holder of any liens, encumbrances and other claims shall in any way interfere with the Waters Retail Buyer's possession of, title to, or use and enjoyment of the Waters Retail Property. The Waters Retail Buyer shall have no liability or responsibility of any nature, character or kind for any liability or other obligation of Waters Retail or any other party relating to the Waters Retail Property or the operation of Waters Retail's business. e. The provision of this Order authorizing the Sale of the Waters Retail Property free and clear of liens, encumbrances and claims shall be self-executing, and neither the Debtor nor the Waters Retail Buyer nor any other party shall be required to execute or file releases, termination statements, assignments, consents or other instruments to effectuate and/or implement the provisions of this Order; provided, however, that this paragraph shall not excuse any party from performing any of its respective obligations under the Waters Retail PSA. Without in any way limiting the foregoing, the Debtor and the Waters Retail Buyer are authorized and empowered to execute and file releases, termination statements, assignments, consents, or other instruments to effectuate and/or implement the provisions of this Order. Without limiting any other terms and provisions of this Order, upon the request of either the Debtor or the Waters Retail Buyer, the former holders of any liens, encumbrances and other claims held against the Waters Retail Property prior to Closing (as such liens, encumbrances and other claims were automatically, unconditionally and irrevocably released, discharged and terminated as to the Waters Retail Property upon the Closing Date by this Order and attached exclusively to the Waters Retail Proceeds from the Waters Retail Property) shall execute and deliver to the Debtor and the Waters Retail Buyer a written, notarized release of lien, claim or other encumbrance against the Waters Retail Property, in form and satisfaction to be determined in the commercially reasonable discretion of the Debtor and/or the Waters Retail Buyer (whomever the requesting party), as a condition to payment of any Allowed Claim held by such creditor. Any and all of such release documents may be recorded with any governmental agency by the Debtor or the Waters Retail Buyer to evidence the liens, claims, and encumbrances released thereby. f. The Waters Retail Property is legally described herein on Exhibit A as to the real property as well as any other personal property, other property rights and all other property as defined and described in the Waters Retail PSA and/or Bid Procedures Motion. g. Pursuant to the Waters Retail PSA Section 10.3 and Disclosure Statement Article III C, the Debtor or the Consolidated Liquidating Trustee, as the case may be, is authorized to take any action without further hearing, notice and/or order to carry out the purposes of the Waters Retail PSA and the transactions contemplated therein (including but not limited to the execution of and delivery of further documents, instruments and/or Quit Claim Deed(s)). (3) This Confirmation Order, the Waters Retail PSA, and all related agreements and documents necessary to implement the Plan shall be binding upon, and shall inure to the benefit of any, the Debtor and its estate, as applicable, its creditors, the Waters Retail Buyer, all third parties affected by this Confirmation Order (including but not limited to any third parties asserting liens, encumbrances, claims or other interests in or against the Waters Retail Property) and the respective successors and assigns of such parties. This Confirmation Order also shall be binding upon any subsequently appointed trustee, examiner or receiver under any chapter of the Bankruptcy Code or any other law and shall not be subject to rejection or avoidance by the Debtor, its estate, its creditors or any trustee, examiner or receiver. (4) Effects of Confirmation; Effectiveness; Successors and Assigns. On the Effective Date, the stay contemplated by Bankruptcy Rule 3020(e) is waived and lifted in all respects. Notwithstanding any otherwise applicable law but subject to the occurrence of the Effective Date, upon entry of this Confirmation Order, the terms of the Plan (including the exhibits thereto and referenced herein, and all documents and agreements executed pursuant to the Plan) and the Confirmation Order shall be binding upon (a) the Debtor; (b) all holders of Claims against and Interest in the Debtor, whether or not impaired under the Plan, and whether or not, if impaired, such holder accepted the Plan; (c) any other party in interest; (d) any Person making an appearance in this Case; and (e) each of the foregoing's respective heirs, successors, assigns, trustees, executors, administrators, affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, or guardians. (5) Classification and Treatment. All Claims and Interests shall be, and hereby are, classified and treated as set forth in the Plan. The Plan's classification scheme shall be, and hereby is, approved. The treatment of all Claims and Interests as provided in the Plan shall be, and hereby is, approved. (6) Administrative Expense Claims. (Other than Professional Claims or the Claims on account of the DIP Loan). The holder of any Administrative Expense Claim, other than holders of Professional Claims or the Claim of the DIP Lender on account of the DIP Loan, must File with the Court, and serve on the Liquidating Trustee and her counsel, an application for payment of such Administrative Expense ("Administrative Expense Application") on or before the Administrative Expense Claim Bar Date, which is thirty (30) days after the Effective Date. An Administrative Expense Application must include at a minimum: (a) the name of the holder of the Administrative Expense Claim; (b) the amount of the Claim; and (c) the basis of the Claim (including applicable support documentation). Failure to timely File and serve the Administrative Expense Application shall result in the Administrative Expense Claim being forever barred and discharged. A timely filed and served Administrative Expense Claim shall become an Allowed Administrative Expense Claim if no objection is filed within thirty (30) days after its filing and service ("Administrative Expense Objection Deadline"). If an objection is filed to an Administrative Expense Application by the Administrative Expense Objection Deadline, the Administrative Expense Claim shall become an Allowed Administrative Expense Claim only to the extent Allowed by Order of the Court. (7) Professional Claims. On or prior to the Administrative Expense Claim Bar Date, each Professional who holds, or asserts a Professional Claim shall file with the Court its final fee application seeking final approval of all fees and expenses from the Petition Date through the Effective Date. Objections, if any, to Professional final fee applications must be filed and served on the Consolidated Liquidating Trustee and the Professional to whose application the objections are addressed no later than twenty-four (24) days after the filing of the relevant final fee application. The Consolidated Liquidating Trustee shall pay any outstanding amounts owed to a Professional within ten (10) days after entry of a Final Order with respect to such Professional's final fee application. (8) Payment of Fees and Expenses of the Consolidated Liquidating Trustee. The Consolidated Liquidating Trustee may employ on behalf of herself, the Liquidating Debtor, and the Liquidating Estate, with Court order, professional persons, as such term is used in the Bankruptcy Code, to assist the Consolidated Liquidating Trustee to carry out the duties under the Plan. The Consolidated Liquidating Trustee and her professionals shall be compensated at their respective standard hourly rates or such other fee structure as may be agreed to by the Consolidated Liquidating Trustee (and as limited in the Consolidated Liquidating Trust Agreement), for time spent administering and implementing the Plan and the resolution of objections to Claims, if any are asserted, with further motion or application with approval of employment by the Court. The Consolidated Liquidating Trustee shall be required to seek approval of any professionals from the Bankruptcy Court; however, such professionals shall not be required to file fee applications, and in lieu thereof, shall file quarterly statements containing the amount of fees and expenses to be paid. Compensation to the Consolidated Liquidating Trustee and her professionals, shall be made from the remaining assets of the Liquidating Debtor without necessity, motion, or application to the Court or order from the Court. The form of the Consolidated Liquidating Trust Agreement filed on October 9, 2020 is hereby approved and the Debtor is authorized to sign such agreement and the addendum to such agreement. (9) Distributions Under the Plan. The Consolidated Liquidating Trustee is approved as the disbursing agent and shall have all powers, rights, duties, and protections afforded to the Consolidated Liquidating Trustee to make Distributions under the provisions of the Plan. Pursuant to the terms and provisions of the Plan, the Consolidated Liquidating Trustee shall make the Distributions specified under the Plan. (10) Resolution of Claims. Except as otherwise ordered by the Court, any Claim that is not an Allowed Claim shall be determined, resolved, or adjudicated in accordance with the terms of the Plan. All objections to Claims shall be filed with the Court by the Claims Objection Deadline, which is one hundred-twenty (120) days from the Effective Date unless further extended by order of the Court, and a copy of the objection will be served upon the holder of the Claim to which such objection pertains and the United States Trustee. Nothing in the Plan or this Confirmation Order is intended to affect or modify the right of any party-in-interest to object to a Claim or Interest under Section 502(a) of the Bankruptcy Code. The case is In re: WATERS RETAIL TPA, LLC, et al., Chapter 11, Debtors, Case No. 20-30644-sgh-11 (Jointly Administered) (Bankr. N.D. Tex.). A full-text copy of the Amended Findings of Fact, Conclusions of Law and Order Confirming Plan of Liquidation of Waters Retail TPA, LLC, dated January 11, 2021, is available at https://tinyurl.com/yxzpoxq7 from Leagle.com. About Waters Retail TPA Waters Retail TPA, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Waters Retail TPA, LLC, filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-30644) on Feb. 27, 2020. In the petition signed by Donald L. Silverman, manager, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Vickie L. Driver, Esq. at CROWE & DUNLEVY, P.C., represents the Debtor. WAYNE P. BURICK: Keybank Retracts Bid to Vacate Property Sale Order ------------------------------------------------------------------- KeyBank, N.A., a creditor of Wayne P. Burick and Virginia Sue Burick, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to withdraw without prejudice its request to vacate the order confirming the Debtors' sale of the real property located at 4547 State Route 158, in New Wilmington, Pennsylvania, to Michael E. Nagel, Jr. and Monique R. Nagel for $500,000. On Dec. 29, 2020, the Movant filed a Motion to Vacate Confirmation Order and Order Confirming Chapter 11 Sale of Property Free and Divested of Liens. On Dec, 30, 2020, the Court set a hearing on the Motion to Vacate on Jan. 26, 2021 at 10:00 a.m. On Jan. 8, 2021, a hearing was held on the Debtors' Emergency Motion to Enforce Confirmation Order, for Contempt, for Sanctions and to Assess Damages Against KeyBank, N.A. The Movant had filed their Response to the Motion to Enforce, and its counsel attended the hearing. As orally stated during the hearing, the Movant agrees that all parties are bound by the Amended Plan Confirmation Order and the Sale Order. Further, it has agreed to withdraw its Motion to Vacate. Wayne P. Burick and Virginia Sue Burick sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 18-24608) on Nov. 29, 2018. The Debtor tapped Edgardo D. Santillan, Esq., at Santillan Law, P.C. as counsel. WIREPATH LLC: Moody's Affirms B3 CFR & B3-PD PDR, Outlook Stable ---------------------------------------------------------------- Moody's Investors Service affirmed Wirepath LLC ("Snap AV") B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also affirmed the company's senior secured first lien bank credit facilities at B3. The outlook was changed to stable from negative. RATINGS RATIONALE SnapAV's B3 CFR reflects the company's high Moody's adjusted debt-to-EBITDA of about 6.9x as of September 30, 2020, relatively modest scale with $786 million in GAAP revenue as of the twelve months ending September 2020 and modest cash flow generation with RCF to net Debt of 5.9% as of the end of September 2020. The ratings are also constrained by SnapAV's exposure to macroeconomic swings in the form of housing market strength and consumer discretionary spend. The company's products are concentrated in the very high end of the home AV market with average spend of $20,000 per project by the customer. Demand for the company's products are elastic and susceptible to decline during recessionary conditions when consumers suspend high ticket discretionary purchases. The company acquired Control4 in 2019, which significantly increased its scale and markets and much of the integration risks are behind at this point. However, without penetration into the mid-tier of home AV equipment the risks of declining demand will continue to be a feature of the credit. The ratings also consider corporate governance considerations, which include SnapAV's private equity ownership, history of debt funded acquisitions and tolerance for high financial leverage. The ratings are supported by SnapAV's strong market presence and the enhancement of scale, global distribution and market share with the acquisition of Control4. The company is one of the most recognized names by professional installers in the home AV market and is one of the largest players in the space. SnapAV's direct-to-integrator sales model is designed to eliminate the risk of intermediation by lower-cost retail providers by replacing traditional design, manufacturing, and distribution roles with a fully integrated platform based on an efficient e-commerce platform. Moody's believes that smart home industry has a favorable long-term outlook as consumers embrace new technology that improve connectivity and quality of life. Moody's expect that the company will be able to expand into additional home equipment via organic growth or small acquisitions that could increase the revenue base and increase scale in the long term. The revision of the outlook to Stable from Negative reflects the expectation that operating conditions will be favorable over the foreseeable future and the strong performance and resiliency of demand that the company has shown over the pandemic in 2020 is expected to continue. Demand for residential AV equipment is supported by secular tailwinds as more consumers seek to make their homes connected and as homes become 'smarter'. The company's products are targeted towards the high end of the residential market and projects that are completed by the company's network of installers tend to be highly technical in nature and cost in the tens of thousands in overall project costs. During the pandemic this segment of the market held up better than expected, driven largely by the fact that most job losses have been concentrated in the lower income jobs and not as much in the company's target customer base. Going forward, leverage is expected to decline to around 6.7x by the end of 2021 and free cash flow to be positive for the year, driven by steady revenue growth and stable margins. Moody's views SnapAV's liquidity as good, supported by about $76 million of cash on the balance sheet as of September 30, 2020 and expected $46 million in free cash flow for 2021, which together should cover the expected cash outflow through 2021, including a $5.1 million mandatory debt amortization. The company's $60 million revolver has been fully repaid after the September quarter end and has full availability. The revolver has a financial covenant: a static 8.15x first lien net leverage maximum, tested when borrowings exceed 35% of the revolver commitment. Moody's does not expect the company to draw down on the revolver over the next 12 months and thus is not expected to be subject to the covenant. Affirmations: Issuer: Wirepath LLC Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured Bank Credit Facility, Affirmed B3 (LGD3) Issuer: Wirepath LLC Outlook, Changed To Stable From Negative FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expects sustained organic revenue growth and increasing scale; debt to EBITDA to remain below 5.5x; free cash flow to debt to be sustained above 5.0%; and good liquidity. The ratings could be downgraded if revenue or profits do not grow as expected, evidencing increased competition or loss of market share; Moody's expects debt to EBITDA will be sustained above 7.0x; liquidity deteriorates; or free cash flow is expected to be negative (all metrics Moody's adjusted). Wirepath LLC (dba SnapAV) is a technology-enabled, value-added wholesale supplier and distributor of products and services to integrators in, primarily, the home and small business audio visual equipment sector. SnapAV, which generated $786 million of revenues for the LTM period ended September 30, 2020, is owned by funds affiliated with private equity sponsor Hellman & Friedman. The company is headquartered in Charlotte, NC. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. WOODFORD EXPRESS: S&P Alters Outlook to Pos., Affirms 'CCC+' ICR ---------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on U.S.-based midstream company Woodford Express LLC and its 'CCC+' issue-level rating on its senior secured notes. At the same time, S&P is revising the rating outlook on Woodford to positive from negative to reflect the increased likelihood that Gulfport will continue to operate in the ordinary course of business in the SCOOP and keep Woodford as a key counterparty. S&P's '3' recovery rating on the company's senior secured notes is unchanged, indicating the rating agency's expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in the event of a payment default. S&P said, "The positive outlook on Woodford reflects our expectation that the company will increase volume throughput on its system and continue to pay down debt." "The outlook revision reflects our view of the increased likelihood that Gulfport will retain Woodford as a key partner in the SCOOP. Gulfport filed for Chapter 11 in November 2020 and is currently going through approval of its reorganization plan with the bankruptcy court in Houston. In its bankruptcy filing materials, Gulfport has disclosed continued development on its SCOOP acreage and that volumes are serviced by Woodford Express' system under an acreage dedication contract with competitive rates. We believe that Woodford's volumes and cash flows are dependent on stronger natural gas prices and Gulfport's drilling production in the SCOOP. However, we view management's ability to manage costs; keep leverage at 5.7x for the 12 months ended Sept. 30, 2020; and pay down $25 million of debt in fiscal 2020 as a credit positive. We expect Woodford to conclude 2020 with leverage between 6.0x and 6.2x and maintain leverage above 6.0x in the next 12 months." "Our 'CCC+' issuer credit rating reflects our viewpoint of Woodford's dependence on Gulfport's ability to continue operations in the SCOOP. We view Gulfport as a significant counterparty of Woodford. Gulfport represented 70% of Woodford's segment margins in 2019 and 2020 and plans to increase SCOOP production in 2021. Gulfport entered the SCOOP in 2016 through its acquisition of Vitruvian, which was the key anchor on the Woodford Express system and helped underwrite the initial system buildout. However, until Gulfport's bankruptcy process is completed, we still believe there could be some risk to Woodford's midstream contracts under existing terms with Gulfport and the possibility that it could affect Woodford's volumes." "The positive outlook on Woodford reflects our expectation that the company will increase volume throughput on its system and continue to pay down debt. However, we still believe that the company is dependent upon favorable business, financial, and economic conditions to meet its financial commitments. We expect its leverage to remain elevated over the next year, with debt to EBITDA above 6x in the next 12 months." "We could consider taking negative rating action on Woodford if volumes declined or we believe a default or distressed exchange offering is likely over the next 12 months." "We could raise our rating on Woodford once Gulfport emerges from bankruptcy and if we expect leverage to remain below 6.5x, which could occur if there is an increase in drilling activity on its dedicated acreage." YAK ACCESS: Moody's Completes Review, Retains B3 CFR ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Yak Access, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 8, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Yak Access, LLC's B3 corporate family rating reflects its low interest coverage, somewhat weak liquidity, high absolute level of debt at about 200% of LTM revenues, its relatively small scale, limited end market diversity, moderate customer concentration and the cyclicality of its key midstream pipeline end market, which has somewhat weak near-term prospects. The rating is supported by its moderate financial leverage and its strong market position with only a few major competitors in the end markets it serves, with many of those competitors unable to provide the same breadth and volume of products and range of services. In addition, the company serves mostly blue-chip customers in the midstream pipeline and power line sectors. The principal methodology used for this review was Construction Industry published in March 2017. YVONNE LLC: Case Summary & 2 Unsecured Creditors ------------------------------------------------ Debtor: Yvonne, LLC 445 Manor Place Unit #1 Washington, DC 20010 Business Description: Yvonne, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Sec. 101(51B)). The Company owns fee simple title to four condominium units in Washington, D.C. having an aggregate comparable sale value of $1.82 million. Chapter 11 Petition Date: January 14, 2021 Court: United States Bankruptcy Court District of Columbia Case No.: 21-00013 Debtor's Counsel: William C. Johnson, Jr., Esq. THE JOHNSON LAW GROUP, LLC 6305 Ivy Lane, Suite 630 Greenbelt, MD 20770 Tel: (301) 477-3450 Fax: (301) 477-4813 E-mail: William@JohnsonLG.Law Total Assets: $1,820,503 Total Liabilities: $1,600,000 The petition was signed by Vincent Porter, managing member. A copy of the petition containing, among other items, a list of the Debtor's two unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/D33IE6Q/Yvonne_LLC__dcbke-21-00013__0001.0.pdf?mcid=tGE4TAMA [*] Rachel Jaffe Joins Robinson+Cole's National Bankruptcy Team --------------------------------------------------------------- Robinson+Cole on Jan. 14, 2021 announced the addition of Rachel Jaffe Mauceri as counsel in the firm's Bankruptcy + Reorganizations Group. Ms. Mauceri has more than 19 years of experience counseling clients in complex bankruptcy and restructuring matters. She will be resident in the firm's Philadelphia office. Ms. Mauceri participates in all aspects of domestic and international restructurings, representing debtors, financial institutions, pension and health funds, bondholder groups and ad hoc committees, private equity sponsors, and other significant parties in interest. She has significant transactional and litigation experience in a range of industries and has both extensive debtor-side and creditor-side experience. Prior to joining Robinson+Cole, Ms. Mauceri was with Morgan, Lewis & Bockius LLP. "Rachel is a great addition to our growing bankruptcy team as we continue to execute on our strategic plan of adding strength to our core practices in our most commercially active locations," said Stephen E. Goldman, Managing Partner, Robinson+Cole. "Her nearly 20 years of experience in handling sophisticated bankruptcy matters will be a great addition to one of our fastest growing and most vibrant practices." Ms. Mauceri is an active member of the Turnaround Management Association (TMA). Currently, she serves as co-chair of both TMA's Global Network of Women and its Mid-Atlantic Regional Symposium, and she is a member of TMA Global's board of directors. In addition, she is President-elect of TMA's Philadelphia-Wilmington chapter. Ms. Mauceri is a member of the American Bankruptcy Institute and is co-chair of the 2021 VALCON conference, which is co-presented by ABI and the Association of Insolvency & Restructuring Advisors (AIRA). She is also a board member of the Consumer Bankruptcy Assistance Project and a member of the International Women's Insolvency & Restructuring Confederation. Among other accolades, Ms. Mauceri is recognized by Chambers USA as a "rising star in the Philadelphia market." In 2019, Robinson+Cole opened offices in Wilmington, DE and Philadelphia, PA to facilitate the addition of a national bankruptcy group headed by Natalie D. Ramsey, a member of the Board of Regents of the American College of Bankruptcy. Robinson+Cole recently welcomed Seth B. Orkand as a partner in the firm's Government Enforcement and White-Collar Defense Team in the Boston office. In 2020, Robinson+Cole added an eight-attorney insurance litigation group from White and Williams headed by John F. McCarrick and Erica J. Kerstein in New York; and added Frederick E. Hedberg and Matthew P. Mazzola as partner additions in its Construction and Managed Care litigation groups in Hartford and New York. About Robinson+Cole Robinson+Cole -- http://www.rc.com/-- is an AmLaw 200 law firm established 175 years ago with a deeply-rooted culture of collaboration, civility and inclusion. With more than 220 lawyers in eleven offices throughout the Northeast, Mid-Atlantic, Florida and California, it serves regional, national, and international clients, from start-ups to Fortune 50 companies. Robinson+Cole is a service mark of Robinson & Cole LLP. [^] BOND PRICING: For the Week from January 11 to 15, 2021 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AIG Global Funding AIG 0.866 99.352 1/22/2021 AIG Global Funding AIG 0.866 99.612 1/22/2021 AMC Entertainment Holdings AMC 5.750 19.388 6/15/2025 AMC Entertainment Holdings AMC 6.125 18.094 5/15/2027 AMC Entertainment Holdings AMC 5.875 17.506 11/15/2026 BPZ Resources Inc BPZR 6.500 3.017 3/1/2049 Basic Energy Services Inc BASX 10.750 16.913 10/15/2023 Basic Energy Services Inc BASX 10.750 16.913 10/15/2023 Briggs & Stratton Corp BGG 6.875 8.625 12/15/2020 Bristow Group Inc/old BRS 6.250 6.250 10/15/2022 Bristow Group Inc/old BRS 4.500 0.001 6/1/2023 Buffalo Thunder Development Authority BUFLO 11.000 50.000 12/9/2022 CBL & Associates LP CBL 5.250 37.001 12/1/2023 Chesapeake Energy Corp CHK 11.500 31.250 1/1/2025 Chesapeake Energy Corp CHK 5.500 5.205 9/15/2026 Chesapeake Energy Corp CHK 8.000 5.125 6/15/2027 Chesapeake Energy Corp CHK 11.500 16.000 1/1/2025 Chesapeake Energy Corp CHK 4.875 5.250 4/15/2022 Chesapeake Energy Corp CHK 7.000 6.875 10/1/2024 Chesapeake Energy Corp CHK 8.000 4.750 1/15/2025 Chesapeake Energy Corp CHK 6.625 5.250 8/15/2020 Chesapeake Energy Corp CHK 5.750 5.246 3/15/2023 Chesapeake Energy Corp CHK 6.875 3.986 11/15/2020 Chesapeake Energy Corp CHK 7.500 6.063 10/1/2026 Chesapeake Energy Corp CHK 8.000 4.750 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.827 6/15/2027 Chesapeake Energy Corp CHK 8.000 4.270 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.592 1/15/2025 Chesapeake Energy Corp CHK 6.875 4.535 11/15/2020 Chesapeake Energy Corp CHK 8.000 4.270 3/15/2026 Chesapeake Energy Corp CHK 8.000 4.827 6/15/2027 Chesapeake Energy Corp CHK 8.000 4.592 1/15/2025 Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Chinos Holdings Inc CNOHLD 7.000 0.332 N/A Dean Foods Co DF 6.500 0.625 3/15/2023 Dean Foods Co DF 6.500 0.750 3/15/2023 Diamond Offshore Drilling DOFSQ 7.875 16.500 8/15/2025 Diamond Offshore Drilling DOFSQ 3.450 20.625 11/1/2023 ENSCO International Inc VAL 7.200 7.784 11/15/2027 Energy Conversion Devices ENER 3.000 7.875 6/15/2013 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 31.422 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.000 31.405 7/15/2023 Extraction Oil & Gas Inc XOG 7.375 18.500 5/15/2024 Extraction Oil & Gas Inc XOG 5.625 18.500 2/1/2026 Extraction Oil & Gas Inc XOG 7.375 19.610 5/15/2024 Extraction Oil & Gas Inc XOG 5.625 18.605 2/1/2026 Federal Home Loan Banks FHLB 0.600 99.571 6/11/2024 Federal Home Loan Banks FHLB 2.150 99.723 1/21/2027 Federal Home Loan Mortgage FHLMC 2.000 99.725 1/21/2025 Federal Home Loan Mortgage FHLMC 0.330 99.685 7/22/2022 Federal Home Loan Mortgage FHLMC 0.375 99.774 4/20/2023 Federal Home Loan Mortgage FHLMC 1.920 99.702 1/21/2025 Federal Home Loan Mortgage FHLMC 1.850 99.591 7/22/2024 Federal Home Loan Mortgage FHLMC 1.875 99.673 1/22/2024 Federal Home Loan Mortgage FHLMC 1.750 99.519 1/22/2025 Fleetwood Enterprises Inc FLTW 14.000 3.557 12/15/2011 Frontier Communications Corp FTR 10.500 55.125 9/15/2022 Frontier Communications Corp FTR 7.125 52.500 1/15/2023 Frontier Communications Corp FTR 8.750 49.000 4/15/2022 Frontier Communications Corp FTR 6.250 50.125 9/15/2021 Frontier Communications Corp FTR 9.250 44.500 7/1/2021 Frontier Communications Corp FTR 10.500 54.828 9/15/2022 Frontier Communications Corp FTR 10.500 54.828 9/15/2022 GNC Holdings Inc GNC 1.500 1.250 8/15/2020 GTT Communications Inc GTT 7.875 39.482 12/31/2024 GTT Communications Inc GTT 7.875 36.379 12/31/2024 General Electric Co GE 5.000 93.000 N/A Global Eagle Entertainment GEENQ 2.750 0.010 2/15/2035 Goodman Networks Inc GOODNT 8.000 22.500 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 57.000 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.000 59.285 9/30/2021 Hertz Corp/The HTZ 6.250 52.089 10/15/2022 Hi-Crush Inc HCR 9.500 0.063 8/1/2026 Hi-Crush Inc HCR 9.500 0.051 8/1/2026 High Ridge Brands Co HIRIDG 8.875 1.500 3/15/2025 High Ridge Brands Co HIRIDG 8.875 1.243 3/15/2025 HighPoint Operating Corp HPR 7.000 40.008 10/15/2022 Hornbeck Offshore Services HOSS 5.875 0.753 4/1/2020 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.000 52.134 9/15/2021 JC Penney Corp Inc JCP 5.875 8.125 7/1/2023 JC Penney Corp Inc JCP 5.875 7.750 7/1/2023 K Hovnanian Enterprises Inc HOV 5.000 11.956 2/1/2040 K Hovnanian Enterprises Inc HOV 5.000 11.956 2/1/2040 LSC Communications Inc LKSD 8.750 8.000 10/15/2023 LSC Communications Inc LKSD 8.750 12.875 10/15/2023 Liberty Media Corp LMCA 2.250 48.125 9/30/2046 MAI Holdings Inc MAIHLD 9.500 15.875 6/1/2023 MAI Holdings Inc MAIHLD 9.500 15.875 6/1/2023 MAI Holdings Inc MAIHLD 9.500 15.875 6/1/2023 MF Global Holdings Ltd MF 6.750 15.625 8/8/2016 MF Global Holdings Ltd MF 9.000 15.625 6/20/2038 Mashantucket Western Pequot Tribe MASHTU 7.350 15.000 7/1/2026 Men's Wearhouse LLC/The TLRD 7.000 1.750 7/1/2022 Men's Wearhouse LLC/The TLRD 7.000 1.174 7/1/2022 NWH Escrow Corp HARDWD 7.500 32.500 8/1/2021 NWH Escrow Corp HARDWD 7.500 30.474 8/1/2021 Navajo Transitional Energy LLC NVJOTE 9.000 62.500 10/24/2024 Neiman Marcus Group LLC/The NMG 7.125 4.345 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 4.295 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.059 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.000 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.000 4.295 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.750 5.059 10/25/2024 Nine Energy Service Inc NINE 8.750 45.070 11/1/2023 Nine Energy Service Inc NINE 8.750 45.070 11/1/2023 Nine Energy Service Inc NINE 8.750 45.107 11/1/2023 Northwest Hardwoods Inc HARDWD 7.500 30.750 8/1/2021 Northwest Hardwoods Inc HARDWD 7.500 30.179 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.540 1.250 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 90.000 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.625 90.000 6/1/2021 Pride International LLC VAL 6.875 7.250 8/15/2020 Pride International LLC VAL 7.875 8.188 8/15/2040 Reliance Standard Life Global Funding II TOMARI 3.050 99.316 1/20/2021 Reliance Standard Life Global Funding II TOMARI 3.050 99.621 1/20/2021 Renco Metals Inc RENCO 11.500 24.875 7/1/2003 Revlon Consumer Products REV 6.250 32.271 8/1/2024 Rolta LLC RLTAIN 10.750 2.000 5/16/2018 SESI LLC SPN 7.125 32.250 12/15/2021 SESI LLC SPN 7.750 32.000 9/15/2024 SESI LLC SPN 7.125 32.250 12/15/2021 SESI LLC SPN 7.125 29.750 12/15/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.125 0.771 11/1/2020 Sears Holdings Corp SHLD 8.000 2.004 12/15/2019 Sears Holdings Corp SHLD 6.625 4.337 10/15/2018 Sears Holdings Corp SHLD 6.625 1.970 10/15/2018 Sears Roebuck Acceptance SHLD 7.500 0.338 10/15/2027 Sears Roebuck Acceptance SHLD 6.500 0.453 12/1/2028 Sears Roebuck Acceptance SHLD 7.000 0.576 6/1/2032 Sears Roebuck Acceptance SHLD 6.750 0.415 1/15/2028 Sempra Texas Holdings Corp TXU 5.550 13.500 11/15/2014 Summit Midstream Partners LP SMLP 9.500 36.000 N/A TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019 Toys R Us Inc TOY 7.375 1.317 10/15/2018 Transworld Systems Inc TSIACQ 9.500 30.000 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 54.774 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.000 55.404 8/15/2021 ********* 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 ***