/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210120.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 20, 2021, Vol. 25, No. 19 Headlines 5 STAR INVESTMENT: Committee Taps May Oberfell as Legal Counsel AMYNTA HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR BALLOON BOY: Seeks Approval to Hire Cole & Cole as Counsel BLACKJEWEL LLC: First Surety Asserts Administrative Claim BLACKJEWEL LLC: Lexon Opposes Plan, Abandonment of Permits BLUE STAR DONUTS: Emerges from Chapter 11 Bankruptcy BULLDOG DUMPSTERS: Gets OK to Hire Lori S. Mayes as Accountant BURGER BOSSCO: S&P Raises ICR to CCC on Distressed Recapitalization CAMBER ENERGY: To Acquire Additional 145.4 Million Shares of Viking CAN B CORP: Signs Employment Contracts with CEO, 3 Other Execs CANNABICS PHARMACEUTICALS: Incurs $654,767 Net Loss in 1st Quarter CBL & ASSOCIATES: Gets Directors' Litigation Shield During Ch. 11 CD&R SMOKEY: S&P Alters Outlook to Stable, Affirms 'B' ICR CELLA III: Girod May Withdraw Plan If EJGH Gets $408K Admin. Claim CFO MGMT: Trustee Amends Plan to Add CPIF Settlement CHASE MERRITT: Hires Compass California as Real Estate Agent CHASE MERRITT: Seeks to Hire Thomas C. Nguyen as Legal Counsel COMMUNITY HEALTH: Reports Preliminary 2020 Operating Results CONGOLEUM CORP: Court Confirms Plan of Liquidation CONTRACT TRANSPORT: Creditors to Get Sale Proceeds & Cash Flow CTI BIOPHARMA: Signs $50 Million Sales Agreement with Jefferies DEAN FOODS: Seeks Approval to Expand Scope of PwC Services DESARROLLADORA VILLAS: March 11 Hearing on Disclosure Statement DOLPHIN ENTERTAINMENT: Acquires Boutique Entertainment Agency B/HI EAGLE HOSPITALITY: Case Summary & 30 Largest Unsecured Creditors ED3 CONSULTANTS: Amended Plan of Reorganization Confirmed by Judge EVOKE PHARMA: Prices $12.5 Million Public Offering of Common Stock FREEMAN HOLDINGS: Jan. 25 Deadline to Serve Plan & Disclosures GEMINI HDPE: S&P Affirms 'BB' ICR, Rating Off CreditWatch Negative GI DYNAMICS: Agrees to Terminate CFO's Employment GKS CORP: Files Committee-Backed Plan After $19.2M Sale GROW CAPITAL: Raises $375K from Common Stock Offering GRUPO MARITIMO: Feb. 4 Plan & Disclosure Hearing Set HAWAIIAN HOLDINGS: Unit to Get $167M Aid From Treasury IMMUNSYS INC: Gets Interim OK to Hire Bast Amron as Counsel IMMUNSYS INC: Seeks to Hire MDO Partners as Special Counsel IMPRESSIONS IN CONCRETE: Court Confirms Reorganization Plan KAYA HOLDINGS: Subsidiary Opts to Acquire 50% of Greekkannabis LAS VEGAS MONORAIL: Pot Plan Approved After $24M Sale LEXARIA BIOSCIENCE: Reports $713K Loss for 1st Qtr Ended Nov. 30 LEXARIA BIOSCIENCE: Starts Trading on Nasdaq Capital Market LIDDLE & ROBINSON: Liquidating Plan Headed for Feb. 25 Hearing MANSIONS APARTMENT: Seeks to Hire Joyce W. Lindauer as Counsel MARSHALL BROADCASTING: Feb. 23 Plan & Disclosure Hearing Set MASON JAR: Unsecured Creditors Will Recover 20% in Plan MGBV PROPERTIES: Unsec. Creditors to be Paid in Full Over 5 Years MOHEGAN TRIBAL: Launches Private Offering of $1.175B Senior Notes NATIONAL RIFLE ASSOCIATION: Moving to Texas After Suit in NY NEW SEASONG: Claims Will be Paid From Rental Proceeds NSITE VENTURES: Unsecured Creditors to Recover 100% in Plan NUZEE INC: Board Grants Shanoop Kothari 152,215 Restricted Shares OELWEIN COMMUNITY: Unsecured Creditors Will Get 12% Dividend OPTIMIZED LEASING: BMO Harris Opposes Amended Disclosures PACIFIC ALLIANCE: Seeks to Hire Robert Hunter as Accountant PARAMOUNT INVESTING: Feb. 25 Hearing on Disclosure Statement PARK PLACE: Feb. 17 Hearing on Disclosure Statement Set POINT LOOKOUT: Seeks Approval to Hire Real Estate Agent PREIT: Sells Portion of Moorestown Mall Property to NRP Group QUARTERS PROPERTIES: U.S. Expansion Ends in Chapter 7 Bankruptcy QUINCY STREET I: Taps Miles & Stockbridge as Special Counsel RAMARAMA INC: Unsecured Creditors to Recover 100% in Six Months ROCHESTER DRUG: Responds to Merck's Disclosure Objections SEANERGY MARITIME: Completes $179 Million Financial Restructuring SHALE FARMS: Donna Gentry Buying Mohawk Property for $36K SSH HOLDINGS: S&P Raises ICR to B+ on Deleveraging; Outlook Stable SUPERIOR ENERGY: Court Approves Debt-for-Equity Plan TAMARAC 10200: Bio Dose, et al., Say Plan Not Filed in Good Faith TAMARAC 10200: Santamartas Say Amended Plan Fatally Flawed TPT GLOBAL: Richard Eberhardt Appointed Chief Operating Officer TPT GLOBAL: Subsidiary to Launch First Mobile "QuikLAB" Testing TPT GLOBAL: Unit Signs SaaS Deal With Hook Diagnostics, Hook Labs TPT GLOBAL: Unit Signs SaaS Deal with Saturnus Capital UKG INC: S&P Lowers First-Lien Debt Rating to 'B-' on Repricing UPLAND POINT: Court Confirms Amended Plan VITALITY HEALTH: Hires Wilshire Pacific as Investment Banker VPR BRANDS: Receives Forgiveness of $1.55 Million PPP Loan VTV THERAPEUTICS: Increases Common Stock Offering by $5.5 Million WIRTA HOTELS: Lender Says Plan Patently Unconfirmable WORLD OF DANCE: Seeks to Hire Kahana & Feld as Litigation Counsel YUNHONG CTI: LF International to Buy Preferred Shares for $1.5M ZACHAIR LTD: Seeks to Hire CC Services as Tax Accountant [*] Bankruptcy Filings in Nebraska Declined in 2020 [*] Congress Permits SBA to Give PPP Loans to Bankrupt, SBA Refuses ********* 5 STAR INVESTMENT: Committee Taps May Oberfell as Legal Counsel --------------------------------------------------------------- The official committee of unsecured creditors of 5 Star Investment Group LLC and affiliates seeks approval from the U.S. Bankruptcy Court for the Northern District of Indiana to retain May Oberfell Lorber as its legal counsel. The firm's services will include: a. advising the committee on all legal issues; b. advising the committee regarding the terms of any sales of assets or plans of reorganization or liquidation, and assisting the committee in negotiations; c. representing the committee in all proceedings; d. advising the committee on actions related to secured creditors; e. other necessary legal services in connection with the Debtor's Chapter 11 case. The firm's hourly rates are as follows: R. William Jonas, Jr $395 Jon Rogers, Partner $280 Linda Plata, Paralegal $115 May Oberfell is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: R. William Jonas, Jr., Esq. May Oberfell Lorber 4100 Edison Lakes Pkwy # 100 Mishawaka, IN 46545 Phone: +1 574-243-4100 Email: RJonas@maylorber.com About 5 Star Investment Group On Nov. 5, 2015, the U.S. Securities Exchange Commission filed a complaint against Earl D. Miller, 5 Star Capital Fund, LLC and 5 Star Commercial, LLC, in the U.S. District Court for the Northern District of Indiana, Hammond Division. In its complaint, the SEC alleged that Mr. Miller, 5 Star Capital Fund and 5 Star Commercial defrauded at least 70 investors from whom they raised funds of at least $3.9 million. Additionally, on Nov. 5, 2015, the SEC obtained an ex parte temporary restraining order, asset freeze and other emergency relief in the SEC action. 5 Star Investment Group and its 10 affiliates owned by Mr. Miller sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 16-30078) on Jan. 25, 2016. 5 Star estimated assets of less than $50,000 and liabilities of $1 million to $10 million. The Debtors' counsel was Katherine C. O'Malley, Esq., at Cozen O'Connor, in Chicago. Judge Harry C. Dees, Jr. oversees the cases. On Feb. 29, 2016, Douglas R. Adelsperger was appointed as Chapter 11 trustee in each of the bankruptcy cases. Rubin & Levin, P.C. serves as counsel to the trustee. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtors' cases. The committee is represented by May Oberfell Lorber. On March 23, 2016, the court entered an order consolidating the bankruptcy cases for purposes of administration only. On June 24, 2016, the court entered its agreed order granting the trustee's motion for substantive consolidation. AMYNTA HOLDINGS: S&P Alters Outlook to Stable, Affirms 'B-' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on managing general agent and warranty administrator Amynta Holdings LLC to stable from negative. S&P also affirmed its 'B-' issuer credit and first-lien debt ratings on the company. The '3' recovery rating on Amynta's first-lien credit facility remains unchanged, indicating S&P's expectation that lenders would receive meaningful recovery (50%-70%; rounded estimate: 64%) of their principal in the event of a payment default. S&P said, "We have revised our outlook on Amynta to stable from negative reflecting the resilience of the business during a pandemic evidenced by the company's ability to achieve organic growth in the third quarter, improve margins, and de-lever the business to below 8.5x by year-end 2020." "The stable outlook reflects our expectation that Amynta will continue to improve EBITDA margins due to expense actions, business mix shifts, and higher quality of earnings from reduced addbacks. We expect the top line growth to be supported by improved organic trends in the third and fourth quarters of 2020, leading to financial leverage of 7.8-8.3x by year-end with interest coverage of about 2.0x. We expect organic contraction of 3%-6% in 2020 due to stresses from the COVID-19 pandemic across all business segments, offset by bolt-on acquisitions enhancing both its MGA and warranty segments." "Our outlook also reflects our expectation that Amynta will improve margins into the 15%-18% area as a percent of gross revenues from cost savings, successfully acquire and integrate new businesses, and continue better organic growth capabilities across all segments while maintaining leverage and coverage levels." "We could lower our ratings in the next 12 months if organic growth or cash flow generation worsen from 2020 levels, putting pressure on the company's execution capabilities, which could raise the risk of an unfavorable combination of higher-than-expected financial leverage leading to an unsustainable capital structure with financial leverage in the 9-10x range and weaker-than-expected EBITDA coverage (below 1.5x) with liquidity falling below the adequate level." "Although unlikely in the next 12 months, we could raise the ratings if cash flow generation improves financial leverage and EBITDA coverage to reflect more-conservative and sustained levels (financial leverage below 7.0x and EBITDA coverage of 2.0x-3.0x)." BALLOON BOY: Seeks Approval to Hire Cole & Cole as Counsel ---------------------------------------------------------- Balloon Boy, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Cole & Cole Law, P.A. as its legal counsel. The firm's services will include: (a) advising the Debtor of its duties and powers in its Chapter 11 case; (b) assisting in the investigation of the conduct, assets, liabilities and financial condition of the Debtor and the operation of its business, and any other matters relevant to the case and to the formulation of a bankruptcy plan; (c) participating in the formulation of a plan; and (d) assisting the Debtor in requesting the appointment of a trustee or examiner should such action become necessary. The firm's professionals will be paid at hourly rates as follows: R. John Cole, II, Esq. $400 Richard John Cole, III, Esq. $350 Paralegals $120 The firm received a $10,000 retainer, plus the filing fee of $1,717. Cole & Cole Law does not represent any interest adverse to the interest of Debtor, according to court filings. The firm can be reached through: R. John Cole, II, Esq. Cole & Cole Law, P.A. 46 N. Washington Blvd., Suite 24 Sarasota, FL 34236 Telephone: (941) 365-4055 Facsimile: (941) 365-4219 Email: rjc@colecolelaw.com About Balloon Boy Inc. Balloon Boy, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-09491) on Dec. 31, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Richard J. Cole, III, Esq. at Cole & Cole Law, P.A., serves as the Debtor's counsel. BLACKJEWEL LLC: First Surety Asserts Administrative Claim --------------------------------------------------------- First Surety Corporation submitted a supplemental objection to the First Amended Disclosure Statement and First Amended Joint Chapter 11 Plan of Liquidation for Blackjewel L.L.C. and Its Affiliated Debtors. "A party that holds such a claim, like First Surety in these cases, is entitled to certain rights, including the payment of its claim, in full, in cash, on the effective date of the associated chapter 11 plan. Because the Debtors cannot accomplish this, their Plan cannot be confirmed over First Surety's objection," First Surety asserts. First Surety holds an administrative expense claim and the Debtors cannot pay such claim in full, in cash on the Effective Date, the Debtors cannot satisfy 11 U.S.C. Sec. 1129(a)(9) and confirm their Plan. The Debtors have indirectly asserted a scattershot of arguments against First Surety's administrative expense claim. None of them hit the target, according to First Surety. Pursuant to the Abandonment Notice, the Debtors seek to "abandon" the mining permits they have been unable to transfer in order to release the associated administrative expenses. Leaving aside for the moment whether the Debtors can abandon mining permits at all, an abandonment does not release the administrative expenses that already arose under the mining permits. Under Smith-Douglass, First Surety is entitled to an administrative expense. Given the morass of inconsistent case law governing environmental liabilities, administrative expenses, and abandonment, it is helpful to consider the precedent that governs the Court and its scope. Midlantic Nat. Bank v. New Jersey Dep't of Envtl. Prot., 474 U.S. 494 (1986) governs the boundaries of abandonment of property subject to environmental obligations but is silent on administrative expenses, while Garrett v. Wells-Fargo Bus. Credit (In re Smith- Douglass, Inc.), 856 F.2d 12, 17 (4th Cir. 1988) further identifies the extent of the abandonment power and explains the scope of administrative expenses for environmental liabilities in the Fourth Circuit. Abandonment is irrelevant to the inquiry into whether an administrative expense is proper. Accordingly, First Surety asserts that the Court should follow Smith-Douglass to evaluate whether First Surety possesses an administrative expense claim. The Debtors point to the Court's denial of the Commonwealth of Kentucky Energy and Environmental Cabinet's Motion to Compel the Debtors to Bring all Kentucky Mining and Operating Permits into Compliance with State Environmental Laws (the "Kentucky Motion to Compel") as support for denying First Surety's administrative expense. According to First Surety, the Court's earlier determination has no bearing on First Surety's claim for an administrative expense for at least three reasons: (i) First Surety was not a party to that contested matter, (ii) the relief requested in the Kentucky Motion to Compel required the Court to consider the Debtors' then current cash status (completely lacking liquidity) rather than the Debtors' current financial status (possessing significant unencumbered assets), and (iii) the Kentucky Motion to Compel required the Court to evaluate whether the environmental violations on the record before the Court at that time presented an immediate and identifiable harm (First Surety's administrative expense claim does not). The Kentucky Motion to Compel is simply irrelevant. The Debtors assert that they are liquidating debtors that are exempted from the requirements of 28 U.S.C. Sec. 959(b). As an initial matter, the Debtors should not be characterized as "liquidating." The Debtors commenced these cases on July 1, 2019, and shortly thereafter mothballed the operations associated with the Rush Creek Permits. In the intervening 17 months, the Debtors have attempted to sell, or otherwise liquidate their mining and related permits, including the Rush Creek Permits and the NPDES Permits. The Debtors and their advisors have been managing their assets, including the Rush Creek Permits and the NPDES Permits, but ignoring their obligations under the Environmental Laws both with respect to violations that occurred prepetition, and violations that occurred postpetition. Notably, if the price of coal had increased significantly, the Debtors would have certainly restarted operations. To give the Debtors a put option on environmental liabilities is completely contrary to 28 U.S.C. Sec. 959(b) and encourages gamesmanship. First Surety says it is not using its status as administrative expense claimant to block confirmation just for the sake of being obstructionist. It would support a clean, simple, liquidating plan that is designed to benefit the creditors of the Debtors' estates, not just the Ongoing Professionals. The Plan, as currently proposed, fails to do that and cannot be confirmed over First Surety's objection. Attorneys for First Surety Corporation: Joseph W. Caldwell CALDWELL & RIFFEE, PLLC 3818 MacCorkle Avenue, S.E. P.O. Box 4427 Charleston, WV 25364-4347 Telephone: (304) 925-2100 E-mail: joecaldwell@frontier.com - and - Scott C. Williams Robert W. Miller MANIER & HEROD, P.C. 1201 Demonbreun Street, Suite 900 Nashville, TN 37203 Telephone: (615) 244-0030 Facsimile: (615) 242-4203 Email: swilliams@manierherod.com About Blackjewel LLC Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BLACKJEWEL LLC: Lexon Opposes Plan, Abandonment of Permits ---------------------------------------------------------- Lexon Insurance Company and Sompo International Insurance, submitted an objection to the Blackjewel, LLC., et al.'s First Amended Disclosure Statement and First Amended Joint Chapter 11 Plan of Liquidation, and Debtors' Notice of Deminimis Asset Abandonment. The Debtors are required under the applicable state and federal laws and regulations relating to mining to provide surety bonds to certain third parties, or obligees, to secure the Debtors' payment or performance of certain obligations related to the Debtors' mining operations. Lexon has issued certain surety bonds (the "Lexon Bonds") to the Debtors to secure payment or performance of the obligations. Lexon had executed at the time of the commencement of the cases bonds on behalf of the Debtors, as principals, totaling approximately $343 million. The "Plan Supplement" filed on Nov. 30, 2020, along with a revised Exhibit C-1 filed on Dec. 8, 2020 shows 43 remaining permits. Additionally there are 24 disputed permits that were the subject of a recent failed mediation that will now revert back to litigation in the Bankruptcy Court. At least three of those disputed permits remain in the name of the Debtors and are not included in revised Schedule C-1. The Debtors, in their Abandonment, attach six pages of permits that they are requesting be abandoned. Most of those permits have purportedly been sold, but are still in different stages of the transfer process. According to Lexon, upon information and belief, the abandoning of these permits very well may negate the ability of the purchasers to complete the transfer process. This action, despite the Debtor having already been paid for the majority of the permits, will actually create huge unanticipated administrative costs based upon breaches of contract actions, Lexon tells the Court. According to Lexon, the Debtors' proposed Abandonment is simply the Debtors' attempt to place all environmental liabilities on the Sureties and the States while it retains millions of dollars to pay the Debtors' professionals. Lexon asserts that the payment of Debtors' professionals in lieu of its environmental liabilities flies in the face of Smith-Douglass, Inc., Borden, Inc. v. Wells Fargo Business Credit, 856 F.2d 12 (4thCir. 1988) "The proposed Abandonment will result in the violation of SMCRA and state provisions mandating reclamation of abandoned surface mining property, which regulations are reasonably designed to protect the public's health or safety from identified hazards. Likewise, the failure to make provisions in the proposed Plan for the performance of the Debtors' reclamation obligations violates the Supreme Court's mandate in Ohio v. Kovacsthat a Trustee in bankruptcy has an obligation to comply with environmental laws. 469 U.S. 274, 285 (1985)," Lexon claims. "Confirmation of the Debtors' Plan after Abandonment of all its permits without the Debtors' performance of their environmental obligations will violate the mandates of Midlantic National Bank vs. New Jersey Department of Environmental Protection, 474 U.S. 494 (1986) ("Midlantic"), and Smith Douglass, Inc., Borden, Inc. v. Wells Fargo Business Credit, 856 F.2d 12 (4thCir. 1988) ("Smith-Douglass"). This proposed Abandonment will result in the violation of SMCRA, the Mine Safety Act, and the Clean Water Act. SMCRA and its state counterparts require that mining and related operations be conducted only under authority of a permit issued by the applicable regulatory authority. Although it is a federal statute, SMCRA allows states to implement the program within their boundaries with federal approval. States where the Debtors operate have been granted authority by the OSM to implement SMCRA according to approved state statutory, regulatory, and administrative programs." Local Counsel for Lexon Insurance Co. and Sompo International Insurance: Edward P. Tiffey, Esq. TIFFEY LAW PRACTICE, PLLC P.O. Box 3785 Charleston, WV 25337 Telephone: (304) 344-3200 Facsimile: (304) 344-9929 E-mail: ed@tiffeylaw.com Attorneys for Lexon Insurance Co. and Sompo International Insurance: Lee E. Woodard, Esq. HARRIS BEACH PLLC 333 West Washington Street, Ste. 200 Syracuse, New York 13202 Telephone: (315) 423-7100 Facsimile: (315) 422-9331 Email: lwoodard@harrisbeach.com bkemail@harrisbeach.com About Blackjewel LLC Blackjewel L.L.C.'s core business is mining and processing metallurgical, thermal and other specialty and industrial coals. Blackjewel operates 32 properties, including surface and underground coal mines, preparation or wash plants, and loadouts or tipples. Combined, Blackjewel and its affiliates hold more than 500 mining permits. Operations are located in the Central Appalachian Basin in Virginia, Kentucky and West Virginia and the Powder River Basin in Wyoming. Blackjewel L.L.C. and four affiliates filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Lead Case No. 19-30289) on July 1, 2019. Blackjewel was estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Hon. Frank W. Volk is the case judge. The Debtors tapped Squire Patton Boggs (US) LLP as bankruptcy counsel; Supple Law Office, PLLC as local bankruptcy counsel; FTI Consulting Inc. as financial advisor; Jefferies LLC as investment banker; and Prime Clerk LLC as the claims agent. The Office of the U.S. Trustee on July 3, 2019, appointed five creditors to serve on the official committee of unsecured creditors in the Chapter 11 case of Blackjewel LLC. Whiteford Taylor & Preston LLP is the Committee's counsel. BLUE STAR DONUTS: Emerges from Chapter 11 Bankruptcy ---------------------------------------------------- Heather Lalley of Restaurant Business reports that Portland, Ore.-based Blue Star Donuts, which declared Chapter 11 bankruptcy in August 2020, emerged from bankruptcy protection earlier in December 2020 with a reorganized business plan, the chain announced. Blue Star received new capital from investment group Sortis Holidings, which sponsored the Chapter 11 plan, to fund new growth and resolve disputes with creditors, the chain said. Blue Star, which launched its gourmet doughnut concept in 2012, had eight units pre-pandemic. It has since permanently closed four of those locations. Blue Star has added new wholesale partnerships with area grocery stores, including New Seasons and Green Zebra Grocery. It is also expanding its shipping business, the chain said. "We're incredibly grateful to be able to maintain positions for our existing staff members, as well as to continue to support the local vendors and community partnerships we value so much," co-founder and CEO Katie Poppe said in a statement. In the bankruptcy filing, Poppe said finding new revenue streams was essential for Blue Star's future. That progress had been hampered by an ongoing dispute with the landlord who owns the brand's production kitchen space, she said. "Building out a wholesale and e-commerce delivery operation required—first and foremost—creating a product with a longer shelf-life from time of production to consumption, as well as a product that could be frozen to extend its shelf-life," Poppe wrote. "Already, the company has made significant progress." A copy of the Confirmed Plan is available at PacerMonitor.com at https://bit.ly/3nzy5X6 About Blue Star Doughnuts Blue Star Doughnuts LLC -- https://www.bluestardonuts.com/ -- is in the business of selling doughnuts. Blue Star Doughnuts LLC, based in Portland, OR, filed a Chapter 11 petition (Bankr. D. Ore. Case No. 20-32485) on Aug. 26, 2020. In the petition signed by CFO Will Price, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. The Hon. Peter C. Mckittrick presides over the case. STOEL RIVES LLP, serves as bankruptcy counsel. BULLDOG DUMPSTERS: Gets OK to Hire Lori S. Mayes as Accountant -------------------------------------------------------------- Bulldog Dumpsters, LLC received approval from the U.S. Bankruptcy Counsel for the Eastern District of Arkansas to hire Lori S. Mayes, CPA PLLC as its accountant. The Debtor needs an accountant to update its books and records, prepare reports and provide accounting advice. Lori S. Mayes received a pre-bankruptcy payment of $1,350. Lori S. Mayes does not represent any creditor or any party adverse to the Debtor, according to court papers filed by the firm. The firm can be reached through: Lori S. Mayes, CPA Lori S. Mayes, CPA PLLC 19505 Summershade Dr. Little Rock, AR 72223 About Bulldog Dumpsters Bulldog Dumpsters, LLC is a Little Rock, Ark.-based company that offers waste collection services. Bulldog Dumpsters sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ark. Case No. 20-14072) on Oct. 29, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Richard D Taylor oversees the case. The Debtor tapped Caddell Reynolds Law Firm as its legal counsel and Lori S. Mayes, CPA PLLC as its accountant. BURGER BOSSCO: S&P Raises ICR to CCC on Distressed Recapitalization ------------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Florida-based quick-service restaurant (QSR) operator and franchisor Burger BossCo Intermediate Inc. to 'CCC' from 'SD' (selective default) to reflect its view of the continued risk for a default in the next 12 months. At the same time, S&P is raising its issue-level rating on the company's first-lien revolving facility to 'CCC' from 'D'. S&P's '3' recovery rating remains unchanged. S&P said, "The negative outlook reflects our belief that Burger BossCo will continue to face significant execution risk over the next 12 months despite the positive performance tailwinds stemming from the pandemic." Burger BossCo Intermediate Inc. recently executed a transaction that S&P considered distressed and tantamount to a default on its second-lien term loan and first-lien revolver. S&P said, "We continue to view the company's capital structure as unsustainable given its very high leverage, limited covenant cushion, and considerable payment-in-kind (PIK) debt burden, which we view as an incremental hurdle for it to overcome as it works to execute a multi-year business improvement strategy." "The 'CCC' rating reflects our view that there is continued risk of a default over the next 12 months because of Burger BossCo's very high leverage, the reinstatement of the covenant on its first-lien term loan, and the significant execution risk associated with its business improvement strategy. We expect the company's leverage to remain very high at about 9x due, in part, to its rapid accumulation of PIK debt obligations, which could be difficult for management to address as their principal expands. While the recapitalization provided Burger BossCo with additional liquidity and expanded the headroom under its first-lien covenant, it also led to a modest uptick in its leverage due to the addition to $25 million of second-lien debt and the conversion of $52 million of second-lien debt to preferred equity. Therefore, the company now has $77 million of second-lien debt, which accrues PIK interest at a rate of LIBOR+10%, and the new series C preferred PIK equity with an interest rate of LIBOR+11%. The principal on these obligations accretes rapidly, which will pressure Burger BossCo's leverage. Given these factors, we forecast the company's leverage will increase to, and remain above, 9x in 2021 with EBIT interest coverage of less than 1x." "Given our forecast for very high leverage and a difficult PIK hurdle, we believe risk remains that Burger BossCo will pursue a distressed exchange or other form of restructuring over the next 12 months." Furthermore, while the company extended the maturity on the revolver and restated term loan (roughly $20 million outstanding) to April 2023, its first-lien term loan (about $186 million outstanding) maturity of April 2024 is unchanged." The covenant on the first-lien term loan has been reinstated, which leaves the company with minimal room for an underperformance. The covenant had been waived through the first quarter of 2021 and was reinstated as part of the recapitalization transaction. For the first quarter of 2021, Burger BossCo will face a 6.75x first-lien leverage covenant that increases to 7.00x as of the third quarter of 2021 before beginning to decline in the third quarter of 2022. S&P said, "The company's first-lien leverage ratio was 6.2x for the third quarter of 2020, which indicates headroom of less than 10% relative to the 6.75x covenant. We note that this ratio will likely improve modestly into the first quarter given Burger BossCo's higher cash balances from the transaction (netted against debt) and its performance trends, which we expect will remain positive through the first quarter. However, if the company's performance is not in line with its expectations, we believe it covenant headroom could quickly evaporate and potentially lead to a breach." "The pandemic has materially improved Burger BossCo's performance; however, we believe it faces considerable execution risk and the potential for performance volatility as these tailwinds weaken and it works to implement its improvement initiatives. We anticipate that the company will increase its same-store sales by the mid-single-digit percent range in fiscal year 2020, which is a considerable improvement from the 3.8% decline it reported in 2019 and its 4.4% decline in 2018. In our view, the improvement in Burger BossCo's performance has largely been due to the shift in consumer away-from-home food spending toward QSRs and away from casual dining amid the pandemic because these restaurants allow them to social distance and offer good value for money. In particular, we believe that the company has benefited because of its focus on lower menu prices and restaurant formats that do not feature any in-store dining (only drive-thru and a walk-up window)." "We do not anticipate that the company will be able to sustain its recent sales trends through fiscal year 2021 and forecast flat to slightly negative same-store sales as the coronavirus vaccines are widely distributed and consumers return to more-normalized purchasing habits. In addition, we believe management's improvement initiatives will take time to gain traction and entail a significant amount of execution risk. These initiatives include enhancing its digital capabilities, expanding its delivery, launching a loyalty program, and implementing new restaurant and kitchen models. These initiatives will require elevated investments, which we expect to pressure its cash flows such that we forecast it will report negative free operating cash flow for fiscal years 2021 and 2022. If they are unsuccessful, Burger BossCo may also experience elevated cash burn and depressed EBITDA, which could lead to liquidity problems or covenant issues." "The negative outlook on Burger BossCo reflects our view that, despite its improved performance through the pandemic, the company's capital structure remains unsustainable and we believe it is dependent on favorable business, economic, and market conditions to maintain its operations." "We could lower our ratings on Burger BossCo if we envision a specific default scenario over the next six months. This could occur if we expect the company to undertake a distressed exchange or if its cash use accelerates and its liquidity deteriorates, which could lead to a conventional default." S&P would raise its rating on Burger BossCo if: -- S&P believes that its performance will remain positive absent the benefits from the pandemic, enabling it to maintain a material cushion under its covenant; and -- S&P has a high level of confidence that it will be able to successfully address the upcoming maturities in its capital structure and refinance its rapidly accruing preferred instruments. CAMBER ENERGY: To Acquire Additional 145.4 Million Shares of Viking ------------------------------------------------------------------- Camber Energy, Inc. entered into a securities purchase agreement with Viking Energy Group, Inc., Camber's majority-owned subsidiary, to be considered effective as of Dec. 31, 2020, to acquire an additional 145,384,615 shares of Viking common stock in consideration of (i) Camber issuing 1,890 shares of Camber's Series C Redeemable Convertible Preferred Stock to EMC Capital Partners, LLC, one of Viking's lenders which holds a secured promissory note issued by Viking to EMC in the original principal amount of $20,869,218 in connection with Viking's purchase of oil and gas assets on or about Feb. 3, 2020; and (ii) EMC considering the EMC Note paid in full and cancelled pursuant to the Cancellation Agreement. Simultaneously, on Jan. 8, 2021, Camber entered into a Stock Purchase Agreement with EMC, to be considered effective as of Dec. 31, 2020, pursuant to which Camber would issue 1,890 shares of Camber's Series C Redeemable Convertible Preferred Stock to EMC, and (ii) EMC would enter into the Cancellation Agreement with Viking to cancel the EMC Note. At the same time, Viking entered into a Cancellation Agreement with EMC, to be considered effective as of Dec. 31, 2020, pursuant to which Viking agreed to pay $325,000 to EMC, and EMC agreed to cancel and terminate in the EMC Note and all other liabilities, claims, amounts owing and other obligations under the Note. About Camber Energy Based in Houston, Texas, Camber Energy -- http://www.camber.energy -- is primarily engaged in the acquisition, development and sale of crude oil, natural gas and natural gas liquids from various known productive geological formations, including from the Hunton formation in Lincoln, Logan, Payne and Okfuskee Counties, in central Oklahoma; the Cline shale and upper Wolfberry shale in Glasscock County, Texas; and Hutchinson County, Texas, in connection with its Panhandle acquisition which closed in March 2018. Camber Energy reported a net loss of $3.86 million for the year ended March 31, 2020, compared to net income of $16.64 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $11.79 million in total assets, $1.61 million in total liabilities, $6 million in preferred stock (series C), and $4.18 million in total stockholders' equity. Marcum LLP, in Houston, Texas, the Company's auditor since 2015, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has incurred significant losses from operations and had an accumulated deficit as of March 31, 2020 and 2019. These factors raise substantial doubt about its ability to continue as a going concern. CAN B CORP: Signs Employment Contracts with CEO, 3 Other Execs -------------------------------------------------------------- Can B Corp. entered into separate employee services agreements on Dec. 29, 2020, with each of Marco Alfonsi, Stanley L. Teeple, Phil Scala, and Pasquale Ferro. Pursuant to the Employment Agreements, Alfonsi agreed to serve as the Company's chief executive officer, Teeple agreed to serve as the Company's chief financial officer, Scala agreed to serve as the Company's interim chief operating officer, and Ferro agreed to serve as president of Pure Health Products, LLC, a wholly-owned subsidiary of the Company. Each Employment Agreement has an initial term of three years and will automatically renew for an additional three year term unless otherwise terminated prior to the expiration of the initial term by the Company or the applicable Executive. It should be noted that the Executives have received only 50% of their applicable base salary since April 2020 due to the COVID-19 pandemic and will continue to receive reduced salaries until such time as those certain Original Issue Discount Senior Secured Convertible Promissory Notes are fully repaid. Pursuant to the Employment Agreements, each of Alfonsi, Teeple, and Ferro will receive a base salary equal to $15,000 per month and Scala will receive a base salary equal to $52,000 per year, all subject to an annual increase of not less than 10% on each anniversary of the Employment Agreements during the term. If any amount of base salary cannot be paid due to cash flow considerations, such amount will be deferred and may be paid in common or preferred stock of the Company, as determined by the Company. The Company also agreed to issue a stock bonus to each Executive in accordance with the Company's Incentive Stock Option Plan in an amount of $100,000 each year during the term of the applicable Employment Agreement. Furthermore, the Company agreed to issue 200 shares of the Company's Series C Preferred Stock to each of Alfonsi, Teeple, and Ferro, and 20 Series C Shares to Scala. Each Executive will also be eligible to receive other cash or stock bonuses as determined by CANB's board of directors or, once established, its compensation committee, and will be entitled to participate in any welfare, health and life insurance and pension benefit and incentive programs, including sick pay and vacation time, as may be adopted from time to time by the Company. Until the Company has such plans in place, the Company will reimburse each of Alfonsi, Teeple, and Ferro up to a maximum amount of $2,500 per month for the actual cost paid by such Executive for a family medical and dental insurance program, and for reimbursement for the cost of personal life insurance at three times the Executive's annual base salary, pay an automobile-related allowance of $1,200 per month, and pay a flat rate home office allowance of $1,200 per month. The Company will also reimburse the Executives for all reasonable expenses incurred by them in performing their duties for the Company. The Company may terminate any Executive's employment under the applicable Employment Agreement with or without cause at any time, and any Executive may resign under the applicable Employment Agreement with or without good reason at any time, by providing written notice to the other party. If CANB terminates an Employment Agreement with cause, or if an Executive resigns without good reason, the Employment Agreement will terminate without further obligation by the Company, except such Executive shall be entitled, if applicable, to all base salary previously earned but not paid, amounts due under benefit plans and profit sharing plans, and reimbursement of business expenses accrued but unpaid through the date of termination. Furthermore, should an Executive be terminated for cause, then all stock options granted to such Executive, whether vested or unvested, shall be forfeited by the Executive and shall terminate. If an Employment Agreement is terminated by CANB without cause or by Alfonsi, Teeple, or Ferro with good reason prior to the expiration of the initial term, the Company will pay such Executive a severance payment in the amount equal to all base salary due to him for the remainder of the initial term, including consideration for each annual increase. If Scala's Employment Agreement is terminated by CANB without cause or by Scala with good reason, the Company will pay Scala a severance payment in the amount equal to all base salary previously earned but not paid, amounts due under benefit plans and profit sharing plans, and reimbursement of business expenses accrued but unpaid through the date of termination. Notwithstanding the foregoing, the Company's obligation to pay the severance amount to an Executive is conditioned upon such Executive executing a release agreement in the form agreed upon between CANB and the Executive. Additionally, if an Employment Agreement is terminated due to a merger or acquisition, the Company shall arrange to pay each applicable Executive a severance in the amount previously described in this paragraph plus an additional six months' worth of base salary. If an Employment Agreement is terminated as a result of the death or disability of an Executive, the Company will pay to Alfonsi, Teeple, or Ferro or their respective designees, as applicable, all salary, amounts due under benefit plans and profit sharing plans, and reimbursement of business expenses, through the date of termination plus the remaining base salary for the initial term of the applicable Employment Agreement; and will pay to Scala or his designees, as applicable, all base salary previously earned but not paid, amounts due under benefit plans and profit sharing plans, and reimbursement of business expenses accrued but unpaid through the date of Scala's death or disability. On the date of termination for any reason, except in the case of termination by the Company for cause, each Executive shall only be entitled to the value of the shares of any class of stock vested on or before the date of termination of employment, if any shares have vested by that date, in accordance with the vesting schedule outlined in the applicable documentation between CANB and the Executive governing the vesting of such shares. As of the date of termination, all vesting options will lapse with respect to all of the Executive's then-unvested shares of any class of stock. The Company agreed to indemnify each Executive for all claims against him by reason of such Executive being an officer, director, or employee of the Company, as applicable, pursuant to separate indemnity agreements entered into concurrently with the Employment Agreements. Notwithstanding the foregoing, the Company will not indemnify an Executive in the event any claim is the result of such Executive's gross negligence or willful misconduct, or in certain other situations. The Employment Agreements and the indemnity agreements contemplated thereby otherwise contain standard terms and conditions customary of contracts for these types of transactions. On Dec. 29, 2020, the Company granted each Executive incentive stock options to purchase 277,008 shares of the Company's common stock. The Options expire on Dec. 29, 2025, are exercisable at a price of $0.361 per share, and vest upon issuance. The Options were issued in accordance with and subject to the Company's ISOP in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended. About Can B Corp Headquartered in Hicksville New York, Canbiola, Inc. (now known as Can B Corp) -- http://www.canbiola.com-- develops, produces, and sells products and delivery devices containing CBD. Cannabidiol ("CBD") is one of nearly 85 naturally occurring compounds (cannabinoids) found in industrial hemp (it is also contained in marijuana). The Company's products contain CBD derived from Hemp and include products such as oils, creams, moisturizers, isolate, and gel caps. In addition to offering white labeled products, Canbiola has developed its own line of proprietary products, as well as seeking synergistic value through acquisitions of products and brands in the Hemp industry. Can B Corp. reported a loss and comprehensive loss of $4.59 million for the year ended Dec. 31, 2019, compared to a loss and comprehensive loss of $4.11 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $6.27 million in total assets, $2.47 million in total liabilities, and $3.81 million in total stockholders' equity. BMKR, LLP, in Hauppauge, NY, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 26, 2020 citing that the Company incurred a net loss of $4,592,470 during the year ended Dec. 31, 2019, and as of that date, had an accumulated deficit of $23,361,223. The Company is in arrears on accounts with certain vendor creditors which, among other things, cause the balances to become due on demand. The Company is not aware of any alternate sources of capital to meet such demands, if made. The auditor said the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. CANNABICS PHARMACEUTICALS: Incurs $654,767 Net Loss in 1st Quarter ------------------------------------------------------------------ Cannabics Pharmaceuticals Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $654,767 on $0 of net revenue for the three months ended Nov. 30, 2020, compared to a net loss of $5.14 million on $1,754 of net revenue for the three months ended Nov. 30, 2019. As of Nov. 30, 2020, the Company had $1.70 million in total assets, $442,687 in total current liabilities, and $1.25 million in total stockholders' equity. As of Nov. 30, 2020, the Company had $184,031 in cash compared to $319,344 on Nov. 30, 2019. The Company expects to incur a minimum of $1,000,000 in expenses during the next twelve months of operations. The Company estimates that these expenses will be comprised primarily of general expenses including overhead, legal and accounting fees, research and development expenses, and fees payable to outside medical centers for clinical studies. The Company used cash in operations of $592,637 for the three months ended Nov. 30, 2020 compared to cash used in operations of $761,687 for the three months ended Nov. 30, 2019. The negative cash flow from operating activities for the three months ended Nov. 30, 2020 is primarily attributable to the Company's net loss from operations of $654,767, a decrease in accounts payables and accrued liabilities of $12,100 and an increase of $16,275 in account receivables and prepaid expenses. Offset by depreciation of $57,505 and shares issued for services of $33,000. The Company had cash flow from investing activities of $943 during the three months ended Nov. 30, 2020, compared to $815,049 cash flow from investing activities for the three months ended Nov. 30, 2019. The reason for the decrease in cash flow from investing activities is primarily due to the purchase of fixed assets in an aggregate amount of $934, for the period ended Nov. 30, 2020, and realization of held for trading shares in the aggregate amount of $824,849 for the period ended Nov. 30, 2019. Cannabics said, "We will have to raise funds to pay for our expenses. We may have to borrow money from shareholders, issue equity or enter into a strategic arrangement with a third party. There can be no assurance that additional capital will be available to us. We currently have no arrangements or understandings with any person to obtain funds through bank loans, lines of credit or any other sources. Since we have no such arrangements or plans currently in effect, our inability to raise funds for our operations will have a severe negative impact on our ability to remain a viable company." Going Concern "Due to the uncertainty of our ability to meet our current operating and capital expenses, our independent auditors included an explanatory paragraph in their report on the audited financial statements for the year ended August 31, 2020 regarding concerns about our ability to continue as a going concern," the Company said. "Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors. "Our unaudited financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our unaudited financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern. "There is no assurance that our operations will be profitable. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1343009/000168316821000156/cannabics_10q-113020.htm About Cannabics Cannabics Pharmaceuticals Inc., based in Bethesda, Maryland, is dedicated to the development and licensing of personalized cannabinoid-based treatments and therapies. The Company's main focus is development and marketing innovative bioinformatic delivery systems for cannabinoids, personalized medicine therapies and procedures based on cannabis originated compounds and bioinformatics tools. The parent Company Cannabics Inc was founded by a group of Israeli researchers from the fields of cancer research, pharmacology and molecular biology. Cannabics reported a net loss of $7.47 million for the year ended Aug. 31, 2020, compared to net income of $1.13 million for the year ended Aug. 31, 2019. As of Aug. 31, 2020, the Company had $2.22 million in total assets, $454,787 in total current liabilities, and $1.76 million in total stockholders' equity. Weinstein International. C.P.A., in Tel - Aviv, Israel, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Nov. 4, 2020, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CBL & ASSOCIATES: Gets Directors' Litigation Shield During Ch. 11 ----------------------------------------------------------------- Chinekwu Osakwe of Reuters reports that a Texas judge on Friday extended CBL & Associates Properties' protection against ongoing litigation during its bankruptcy to certain of the mall operator's directors and officers for 90 days while also expressing concern about the outcome of the case. During a remote hearing, U.S. Bankruptcy Judge David Jones in Houston ruled that the directors and officers will be exempt from a securities lawsuit against CBL for the 90-day period so they can fully focus their energies on completing the Chapter 11 process. About CBL & Associates 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. CD&R SMOKEY: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on U.S.-based CD&R Smokey Buyer Inc. (CDRSB) to stable from negative and affirmed the 'B' issuer credit rating. At the same time, S&P affirmed the 'B' rating on the company's $625 million senior secured notes due December 2025. The '3' recovery rating is unchanged and indicates S&P's expectation for a meaningful recovery (50%-70%; rounded estimate: 50%). S&P said, "The stable outlook reflects our expectation that the company will continue to benefit from an elevated level of pet spending, resulting in leverage improving to about 5x." "The outlook revision reflects a stronger-than-expected operating performance driven by increased pet adoption. CDRSB's third-quarter operating results were ahead of our expectations. Leverage declined to 5.5x for the 12 months ended Sept. 30, down from about 6x on a pro forma basis at the end of the second quarter. The company experienced a rebound in sales volumes after suffering an initial dip in March and April 2020, and that trend has continued in the third quarter. CDRSB's comparable sales increased 44% in the quarter. The company benefited from stronger-than-expected consumer demand for pet products as a result of a significant increase in pet adoption during the pandemic-driven shelter-in-place orders and a shift in consumer discretionary spending including greater spending on pets, as away from travel, leisure, and other spending that has been limited due to the coronavirus. Although the Training segment suffered slight declines as customers practiced social distancing measures, this was more than offset by strong double-digit-percent growth rates across all other product categories, including Containment, which declined in the early part of 2020. Moreover, point-of-sales trends remained strongly positive across the company's major customers, particularly those in the e-commerce channel. This supports our view that demand will continue driving top-line expansion in the near term as pets remain a focal point of customers' lives and they continue to explore incremental activities such as walks and hikes with their pets. Although demand may moderate in the second half of 2021 as a vaccine becomes widely available, we expect new product introductions, tuck-in acquisitions, and further increases in pet ownership to support continued top-line and profit growth in the near term." "S&P-adjusted profitability is temporarily depressed due to one-time transaction-related expenses and higher logistics-related costs, but we expect EBITDA margins to improve to mid-20%, driving stronger credit metrics. In July 2020, Radio Systems Corp. underwent a leveraged buyout transaction leading to the creation of CDRSB and a new capital structure. At the time of the transaction, we expected net leverage to be close to 6x for 2020 before declining to low-5x in 2021, as a result of expanding EBITDA generation and roll-off of the costs associated with the transaction." The company has also incurred some incremental costs in the third quarter of fiscal 2020. The company sought to lower its inventory levels in early 2020 as a measure of working capital management in response to lower demand and waning sales because of the pandemic. However, sales rebounded rapidly and as a result, CDRSB incurred costs for air freight to quickly replenish its inventory and improve fill rates on its products. The company also modified its distribution agreement with one of its largest customers during the third quarter, which resulted in additional costs due to initial operating adjustments. Additionally, CDRSB is handling a much higher proportion of drop-ship orders (where it ships products directly to the end consumer on behalf of the retailer) due to significantly expanded e-commerce sales as consumers increasingly focus on safety and convenience. This has caused the company to incur additional logistics-related costs, which S&P expects to be temporary. Despite these headwinds, the company grown its EBITDA base for the nine-month period ended September 2020 because of the better-than-expected sales. S&P said, "We forecast that EBITDA margins will increase to mid-20% in 2021 as the one-time costs associated with the transaction roll-off. Moreover, we expect the company to manage its cost structure more efficiently as sales gradually revert to normalized levels of growth. The company has an asset-light business model as it outsources the manufacturing of the pet products, which should support good cash flow generation and manageable debt leverage." "We now expect leverage will decline to below 5x and that the forecast increases in profitability, coupled with its modest annual capital expenditure (capex) requirements of $10 million-$12 million, will enable the company to consistently generate annual free operating cash flow of more than $50 million beyond 2020." The company has a strong market position, sustainable competitive advantage, and ability to withstand operating difficulties. CDRSB has consistently grown its sales and profitability as a result of its strong and diversified product portfolio, good brand equity, history of product innovation, sustainable competitive advantage supported by a rich patent portfolio, and solid omnichannel presence with long-standing relationships with its key customers. The company operates in the attractive fast-growing pet products industry with secular tailwinds in the near term as a result of increasing pet adoption. Moreover, the company has a record of consistent mid- to high-single-digit-percent sales growth, generally stable EBITDA margins, and strong cash flow generation. Most of CDRSB's products enjoy strong market positions in their respective categories and it has consistently increased its market share through continuous innovation within its existing portfolio as well as through new product introductions. The company also has an asset-light business model with manufacturing and logistics outsourced to third-party contractors. In addition, CDRSB's business operations have exhibited resilience through various economic cycles with the company successfully navigating periods of depressed demand and operating challenges while maintaining its profitability. S&P said, "We expect financial policy to result in long-run leverage maintained above 5x. Although we forecast adjusted leverage to decline below 5x, we believe CDRSB will maintain adjusted leverage of 5x-6x longer term due to its financial-sponsor ownership. We believe the sponsor could make debt-funded acquisitions to further expand its scale, round out its portfolio, and accelerate growth. While we have only modeled small tuck-in acquisitions in our forecast, we believe a larger debt-funded acquisition could result in a leverage profile in excess of 6x on an S&P Global Ratings-adjusted basis. We also expect the private equity owners could seek a return on their investment with the potential to extract returns in the form of debt-financed dividends." "The stable outlook reflects our belief that the company will continue growing EBITDA throughout our one-year forecast such that adjusted leverage is at or below 5.5x, while generating positive free cash flow of at least $50 million annually." S&P could lower the ratings if CDRSB sustains leverage above 7x. S&P believe this could occur if: -- The company adopts a more aggressive financial policy by funding large, debt-financed acquisitions or dividends; or -- A pronounced and prolonged recession causes disruption in consumer discretionary spending, resulting in significant volume declines in the discretionary subsegments of the company's portfolio and the company's cost-management efforts are not sufficient to avoid a substantial erosion of EBITDA; or -- Free cash flow generation declines significantly. S&P said, "Although unlikely given CDRSB's financial-sponsor ownership, we could raise our ratings if the sponsor commits to and maintains a record of leverage below 5x. We believe the company could delever below 5.0x if the company continues to expand organically and through acquisitions, and cash flows are deployed for debt repayment." CELLA III: Girod May Withdraw Plan If EJGH Gets $408K Admin. Claim ------------------------------------------------------------------ Creditor Girod LoanCo, LLC, filed a First Amended Disclosure Statement describing Chapter 11 Plan for debtor Cella III dated January 14, 2021. The First Amended Disclosure Statement discusses the Court's ruling in Cella III's adversary proceeding against East Jefferson General Hospital and East Jefferson Hospital Service District ("EJGH") on December 29, 2020. The Court ruled in favor of EJGH on all counts, essentially finding no breach of the lease and therefore no damages flowing therefrom. The Debtor has expended in excess of $300,000 on this unsuccessful litigation to date. After judgment was rendered in its favor, EJGH filed an application to approve roughly $408,000 as an administrative expense claim or a cure payment to assume and assign the lease based on an alleged prevailing party attorneys' fee provision under the lease ("The EJGH Application"). The hearing on the EJGH Application is currently scheduled for February 3, 2021. Girod intends to oppose the EJGH Application and the Girod Plan may be withdrawn, in Girod's sole discretion, if the claim is either allowed as an Administrative Expense Claim or recognized as part of any cure payment necessary for the Debtor to assume and assign the lease now held by LCMC. Upon information and belief, the Debtor has filed a notice of appeal in that case. Girod opposes any further use of its cash collateral in pursuing this litigation on appeal without waiver of its claimed priming security interest in any recoveries made by the Debtor (assignment of leases and rents). Girod also filed a motion for allowance of its claim for Post-Petition interest and contractual attorneys' fees based on its perceived value of the property as exceeding $9 million. The total additional claim prayed for was approximately $933,000, or well within the perceived equity cushion in Girod's view. That motion was opposed by the Debtor and an evidentiary hearing was conducted on Nov. 10, 2020. After taking the matter under advisement, on January 6, 2021, the Court rendered a decision limiting the value of Girod's collateral to approximately $8,080,000. Girod believes the ruling may have been authored prior to the Debtor advising the Court that Hertz has in fact filed its notice of intent to assume its lease. Therefore a motion for reconsideration and/or new trial will be filed by Girod to ask the Court to consider that intervening development as well as other grounds that may positively impact the value of the Girod Collateral. Should the value be adjusted after further consideration, Girod's allowed secured claim will be adjusted higher as well. In that event, Girod reserves the right to amend its Plan further to account for the increase. Like in the prior version of the Plan, the Girod Plan provides two alternatives for current equity, both of which result in allowed unsecured claims being satisfied in full with interest. The payments on these allowed claims shall be made first from Cash in the debtor in possession bank account on the Effective Date. If there are insufficient funds available for that purpose, Girod commits to paying those allowed claims. Under the Sale Option, all allowed claims, including allowed Administrative Expense Claims, shall be paid from existing Cash and, if necessary, from the proceeds of the sale on or before the Effective Date or the date thereafter such claim becomes allowed by a final, non appealable order, as the case may be. A vote in favor of the Girod Plan by Class 4 Equity shall trigger the Reorganization Option under the Girod Plan. Among other things, it will permit the Debtor to emerge from bankruptcy as a reorganized debtor, with Cella owning 100% of the equity. The Horizon verbal lease would be rejected in favor of a new written lease with Horizon providing for market rate monthly payments of $22,000 and other terms and conditions subject to Girod approval, approval not to be unreasonably withheld. The Reorganized Option would also permit Cella to remain as manager for the reorganized debtor, with compensation mirroring that available under the Debtor's plan, namely $8,000 per month for the first year with an increase to $10,000 thereafter. Girod's fully secured claim, shall receive a payment of $200,000 on the Effective Date, with the balance amortized over 20 years at 6.25% interest. Monthly payments will be approximately $57,600 at a minimum, or higher if Girod's motion for reconsideration and/or new trial is granted. The Class 2 Secured Claim would mature after 24 months, a period of time more than reasonable for the reorganized debtor to seek and obtain new financing. In the event the Debtor prevails on any appeal of the breach of lease litigation with EJGH and actually recovers those awarded damages, the first $1,000,000 in collected funds would be paid to Girod and the Debtor would be entitled to the remainder, if any. And if LCMC exercises its early lease termination rights, the proceeds shall be paid to Girod on account of its priming security interest in leases and rents. Class 2 consists of the Allowed Secured Claim of Girod in the minimum amount of $8,080,492. Under the Reorganization Option, in full satisfaction, settlement, release, discharge of, and in exchange for the Allowed Girod Secured Claim, Girod shall first receive a Cash payment of $200,000 from the debtor in possession account on the Effective Date. Interest on the remaining Class 2 balance shall be calculated at 6.25% per annum and monthly payments due on the 1st day of each month for 23 months beginning the first month after the Effective Date, together with one final payment of all outstanding principal and interest on the 24th month. The Class 2 Claim shall be amortized over 20 years but will mature on the due date of the final installment. The Class 2 Claim will continue to be secured by the Girod Collateral and may be prepaid without penalty. Pursuant to its Girod Collateral, Girod will also be entitled to the first $1,000,000 in recovery made on the Debtor's appeal of the unfavorable EJGH ruling and 100% of any funds paid by LCMC in exercising early termination of its lease. Like in the prior iteration of the Plan, the Girod's Plan projects that holders of Allowed Class 3 Unsecured Claims will be paid in full in Cash, or or before the Effective Date, together with 3% interest accruing from the Petition Date until payment is made. A full-text copy of Girod's First Amended Disclosure Statement dated Jan. 14, 2021, is available at https://bit.ly/3bQ7Gl5 from PacerMonitor.com at no charge. Attorneys for Girod LoanCo, LLC: Brett P. Furr Michael A. Crawford John A. Milazzo, Jr. TAYLOR, PORTER, BROOKS & PHILLIPS L.L.P. P.O. Box 2471 Baton Rouge, LA 70821-2471 Telephone: (225) 387-3221 Facsimile: (225) 346-8049 About Cella III LLC Cella III, LLC, owns the building and real estate bearing the municipal address 4545, 4539 and 4531 Veteran's Memorial Highway, Metairie, LA. This property is located at a prominent, heavily traveled commercial intersection of Veterans Memorial Boulevard and Clearview Parkway. Cella III, LLC, filed a Chapter 11 petition (Bankr. E.D. La. Case No. 19-11528) on June 5, 2019. In the petition signed by George A. Cella, III, member and manager, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. The Hon. Jerry A. Brown oversees the case. The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel; Sternberg, Naccari & White, LLC as special counsel; and Patrick J. Gros, CPA, APAC as accountant. CFO MGMT: Trustee Amends Plan to Add CPIF Settlement ---------------------------------------------------- David Wallace, in his capacity as Chapter 11 Trustee for CFO Management Holdings, LLC, a Texas limited liability company, filed a final version of his proposed Plan of Liquidation for the Debtor on Jan. 11, 2021. The Trustee filed a Second Amended Plan of Liquidation for debtor CFO Management Holdings, LLC (With Technical Modifications and Certain Settlement Language), dated January 11, 2021, including certain limited modifications to the Second Amended Plan of Liquidation filed by the Trustee on May 27, 2020. The revised plan includes language for the settlement of disputes between the trustee and parties to two adversary proceedings currently pending before the Bankruptcy Court. In previous versions of the Plan, the existence of both the Class‐Action Adversary and the Trustee/CPIF Adversary necessitated the formation of certain reserves and the inclusion of various caveats and conditions in treatment language that has been removed from this revised version of the Plan. The Amended Plan has instead incorporated the Adversary Settlement Agreement (through revised Plan language and inclusion of such agreement in the Plan Supplement). Those assets available to the Estate due to CPIF's reduction of its Allowed Claim in the Adversary Settlement Agreement will comprise a fund (the "Common Fund")for the purpose of providing for the payment of the Class‐Action Resolution Claim. Under this Plan, counsel of record for the Class‐Action Adversary will have an Allowed Claim for $600,000 (the "Class‐Action Resolution Claim"). The Trustee (or Liquidation Trustee as defined in the Proposed Plan, as applicable) shall pay the Class Action Resolution Claim as an Administrative Claim and prior to paying any Allowed Claim in Classes 9–13 as set forth in the Adversary Settlement Agreement. The Trustee's payment of the Class‐Action Resolution Claim will be deemed as being paid from the Common Fund. Under this Plan, all amounts to be paid to CPIF Lending under the Adversary Settlement Agreement are limited to those specified above (i.e. no more than the Net Cash Proceeds of the CPIF Collateral) with all other Cash and assets held by the Trustee in this Chapter 11 Case determined to be property of the Estate to be distributed under the Plan. Under the Plan, the CPIF Lending's secured claim in Class 2 will receive an amount equal to the CPIF Lending Agreed Allowed Claim paid in accordance with the terms set forth in the Adversary Settlement Agreement. As set forth in more detail in the Adversary Settlement Agreement, CPIF Lending is to receive: (i) Within one Business Day of the Effective Date, the FWC Net Proceeds, minus any amounts to be reserved from the FWC Net Proceeds on account of any potential Subcontractor Priority Secured Claims in accordance with Section 3.3.6. (ii) If Crescent Parc has sold at that time, such portion of the Net Cash Proceeds of Crescent Parc (less any Allowed Subcontractor Priority Secured Claims or reserve therefor) as would be necessary to pay CPIF Lending the full amount of the CPIF Lending Agreed Allowed Claim. If Crescent Parc has not been sold by the Trustee as of the Effective Date, payment of the remaining portion of the CPIF Lending Agreed Allowed Claim shall take place in connection with the sale of Crescent Parc. (iii) Any amounts reserved from FWC Net Proceeds or Net Cash Proceeds of any Crescent Parc sale on account of potential Subcontractor Priority Secured Claims that are disallowed or determined to be junior to CPIF's secured interest in the CPIF Collateral through the Claims resolution and objection process. Such amounts will be paid as soon as reasonably practicable after such disallowance or determination of lower priority, and solely to the extent of any unpaid portion of the CPIF Lending Agreed Allowed Claim at the time of distribution. Following the Effective Date, CPIF Lending will be permitted to credit bid the then unpaid portion of the CPIF Lending Agreed Allowed Claim (using the $25,750,000 Claim amount option under the definition of CPIF Lending Agreed Allowed Claim for the purpose of calculating such unpaid portion) in any auction of Crescent Parc. Class 9 General Unsecured Claims will commence receiving distributions on the date on which all allowed claims in Classes 1 through 8 have been paid in full in accordance with applicable provisions of the Plan or on an earlier date determined by the Liquidation Trustee. Holders of Allowed General Unsecured Claims will not receive any Distributions unless and until all Allowed Secured Claims, Allowed Administrative Claims (including Allowed Professional Claims), Allowed Secured and Priority Tax Claims and Allowed Priority Non‐Tax Claims have been paid in full as provided in the Plan or reserved for in a manner to ensure payment in full pending a determination of Claim allowance. A full-text copy of the Second Amended Plan of Liquidation dated January 11, 2021, is available at https://bit.ly/35ESEe1 from PacerMonitor.com at no charge. About CFO Management Holdings CFO Management Holdings, LLC, through its subsidiaries, engages in developing and selling residential and commercial real estate in Collin County, Texas, and owns and manages a wild game ranch in Southern Oklahoma. The subsidiaries are Carter Family Office, LLC, Christian Custom Homes, LLC, Double Droptine Ranch, LLC, Frisco Wade Crossing Partners, LLC, Kingswood Development Partners, LLC, McKinney Executive Suites at Crescent Parc Development Partners, LLC, North-Forty Development LLC, and West Main Station Development, LLC. CFO Management Holdings and its subsidiaries sought Chapter 11 protection (Bankr. E.D. Tex. Case No. Lead Case No. 19-40426) on Feb. 17, 2019. In the petition signed by CRO Lawrence Perkins, CFO Management estimated $50 million to $100 million in both assets and liabilities. Annmarie Chiarello, Esq. and Joseph J. Wielebinski Jr., Esq., at Winstead PC, serve as the Debtor's bankruptcy counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on March 4, 2019. The committee is represented by Singer & Levick PC as its legal counsel. David Wallace was appointed as Chapter 11 trustee for the Debtors' estates on April 10, 2019. CHASE MERRITT: Hires Compass California as Real Estate Agent ------------------------------------------------------------ Chase Merritt Global Fund LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Compass California, Inc. as its real estate agent. The Debtor requires the services of a real estate agent to market and sell its real properties located at 19362 Fisher Lane, Santa Ana, Calif. Compass California will be paid a commission of 4.5 percent of the sales price. Christopher Kwon, a partner at Compass California, disclosed in court filings that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Compass California can be reached at: Christopher Kwon Compass California, Inc. 9454 Wilshire Blvd Suite 100 Beverly, CA 90212 Tel: (949) 427-1101 Email: chris.kwon@compass.com About Chase Merritt Global Fund Chase Merritt Global Fund LLC is engaged in activities related to real estate. It is the owner of fee simple title to a single-family residence located at 19362 Fisher Lane, Santa Ana, Calif., having a current value of $2.19 million. It also owns an improved vacant land in Santa Ana, having a current value of $760,000. Chase Merritt filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 20-12328) on Aug. 19, 2020. Paul Nguyen, manager, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Erithe A. Smith oversees the case. The Law Offices Of Thomas C Nguyen, APC, serves as the Debtor's bankruptcy counsel. CHASE MERRITT: Seeks to Hire Thomas C. Nguyen as Legal Counsel -------------------------------------------------------------- Chase Merritt Global Fund LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Thomas C. Nguyen, P.C. as its bankruptcy counsel. The firm's services will include: (a) advising the Debtor regarding matters of bankruptcy; (b) representing the Debtor in court proceedings and hearings involving matters of bankruptcy law; (c) assisting the Debtor in complying with the requirements of the Office of the U.S. Trustee; (d) advising the Debtor regarding its powers and duties in the continued operation of its business and management of property of the estate; (e) assisting the Debtor in the administration of the estate's assets and liabilities; (f) preparing legal documents; (g) assisting in the collection of all accounts receivable and other claims and in resolving claims against the Debtor's estate; (h) advising the Debtor concerning the claims of secured and unsecured creditors; and (i) assisting the Debtor in preparing, negotiating and seeking confirmation of a plan of reorganization. The firm will be paid at these rates: Thomas C. Nguyen, Esq. $500 per hour Law Clerk $150 per hour Thomas C. Nguyen received a retainer in the amount of $3,000. Thomas C. Nguyen is a "disinterested person" within the meaning of Section 101(14), according to court papers filed by the firm. The firm can be reached through: Thomas C. Nguyen, Esq. Law Offices of Thomas C. Nguyen, P.C. 8311 Westminster Ave Ste 310 Westminster, CA 92683 Tel: 714-897-0201 Email: Tomnguyen.attorney@gmail.com About Chase Merritt Global Fund Chase Merritt Global Fund LLC is engaged in activities related to real estate. It is the owner of fee simple title to a single-family residence located at 19362 Fisher Lane, Santa Ana, Calif., having a current value of $2.19 million. It also owns an improved vacant land in Santa Ana, having a current value of $760,000. Chase Merritt filed a Chapter 11 petition (Bankr. C.D. Calif. Case No. 20-12328) on Aug. 19, 2020. Paul Nguyen, manager, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Erithe A. Smith oversees the case. The Law Offices Of Thomas C Nguyen, APC, serves as the Debtor's bankruptcy counsel. COMMUNITY HEALTH: Reports Preliminary 2020 Operating Results ------------------------------------------------------------ Community Health Systems, Inc. participated in the 39th Annual J.P. Morgan Healthcare Conference on Jan. 11-14, 2021. In advance of the Company's previously-announced presentation on Jan. 14, 2021, the Company announced that it anticipates that its results in the fourth quarter of 2020 will yield results for the year ended Dec. 31, 2020 of the following: * Net operating revenues in the range of $11.775 billion to $11.800 billion. * Adjusted EBITDA in an amount slightly above the high-end of the Company's Adjusted EBITDA guidance for 2020 of $1.650 billion to $1.800 billion, as originally issued on Feb. 19, 2020 (this guidance was subsequently withdrawn on April 6, 2020 and not reinstated). The Company anticipates that it will recognize approximately $600 million of pandemic relief funds through the Public Health and Social Services Emergency Fund for the year ended Dec. 31, 2020, including approximately $150 million of such funds anticipated to be recognized for the three months ended Dec. 31, 2020, which amounts are included in Adjusted EBITDA. Amounts recognized reflect changes to the calculation of lost revenues pursuant to the Consolidated Appropriations Act, 2021 which was enacted in December 2020. The Company estimates that healthcare-related expenses incurred and revenues lost during the year ended Dec. 31, 2020, as a result of the COVID-19 pandemic, exceed the aforementioned amount of pandemic relief funds recognized during such period. Remaining unrecognized pandemic relief funds may be recognized as a reduction in operating costs and expenses in future periods if the underlying conditions for recognition are met. The Company anticipates net operating revenues for the year ending Dec. 31, 2021 to be in the range of $11.7 billion to $12.5 billion. The Company anticipates Adjusted EBITDA for the year ending Dec. 31, 2021 to be in the range of $1.6 billion to $1.8 billion. This guidance reflects anticipated continued execution of its previously-stated margin initiatives and does not take into account the potential recognition of additional pandemic relief funds. The Company intends to provide its updated 2021 annual earnings guidance and reporting on its financial and operating results for the three months and year ended December 31, 2020, when the Company issues its earnings release on a future date. About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 99 affiliated hospitals in 17 states with an aggregate of approximately 16,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Community Health reported a net loss attributable to the Company's stockholders of $675 million for the year ended Dec. 31, 2019, following a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $16.51 billion in total assets, $17.99 billion in total liabilities, $481 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.95 billion. * * * As reported by the TCR on Dec. 29, 2020, S&P Global Ratings raised its issuer credit rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default) and raised its rating on the company's unsecured debt due 2028 to 'CCC-' from 'D'. S&P said the company's recent financial transactions have improved its maturity profile and lowered interest costs. In November 2020, Fitch Ratings affirmed the Long-Term Issuer Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and subsidiary CHS/Community Health Systems, Inc. at 'CCC'. CONGOLEUM CORP: Court Confirms Plan of Liquidation -------------------------------------------------- Judge Michael B. Kaplan entered findings of fact, conclusions of law and order confirming the First Amended Plan of Liquidation of Congoleum Corporation and its Official Committee of Unsecured Creditors. The judge also approved the explanatory Disclosure Statement. According to the balloting declaration, the holders of Claims in Class 6 (General Unsecured Claims) voted to accept the Plan. The Plan proposes to release only those parties that were integral to the successful maximization of assets during the Chapter 11 Case, the wind-down of the Debtor's operations during the unprecedented circumstances that confronted the Debtor, and in the formulation and prosecution of the Plan. The Committee and its members made invaluable contributions by negotiating the Plan in good faith and encouraging their constituents to vote in favor of the Plan. According to the Plan Supplement, Matthew Dundon will serve as the initial Liquidation Trustee: Matthew J. Dundon 440 Mamaroneck Ave., Suite 570 Harrison, New York 10528 E-mail: md@dundon.com The Trustee's counsel: Lowenstein Sandler LLP Attn: Mary E. Seymour, Esq. Jeffrey Prol, Esq. One Lowenstein Drive Roseland, NJ 07068 E-mail: mseymour@lowenstein.com jprol@lowenstein.com The Plan provides for the liquidation and conversion of all the Debtor’s remaining assets to cash and the distribution of the net proceeds realized therefrom, along with existing cash, to creditors holding Allowed Claims in accordance with the relative priorities established in the Bankruptcy Code. According to the Debtors, under the Plan, unsecured creditors have a chance to see a meaningful recovery. Holders of Class 6 General Unsecured Claims will each receive its pro rata share of the Beneficial Trust Interests, which Beneficial Trust Interests shall entitle the holders thereof to receive their pro rata share of the Liquidation Trust Assets. The Plan does not provide any recovery from the Estate for any claims or interests junior to Class 6. The distributions under the Plan on account of the Beneficial Trust Interests will be funded by the Liquidation Trust Assets. On the Effective Date, the Liquidation Trust Assets will be conveyed or assigned to the Liquidation Trust, including: (a) the Retained Causes of Action; (b) the BIW Settlement Proceeds; (c) the UCC Settlement Proceeds paid to the Debtor prior to the Effective Date; and (d) the UCC Settlement Proceeds coming due after the Effective Date, including the refund from Applied Underwriters. "UCC Settlement Proceeds" means in addition to the $100,000 in Excluded Cash (as defined in the Asset Purchase Agreement), the proceeds of the settlement agreement by and among Congoleum Acquisition, LLC (the Buyer of the Debtors' assets), the Creditors' Committee, the holders of the Pre-Petition Exchanged Notes and Pre-Petition Senior Notes to be paid to the Estate as follows: (i) $250,000 on or about the Effective Date of this Plan; (ii) $250,000 on or about 6 months after the Closing of the Sale; (iii) $500,000 on or about 12 months after the Closing of the Sale (iv) $300,000 if and when certain monies presently held in a cash collateral account by Applied Underwriters for a period of when the Debtor was self-insured for workers' compensation claims are refunded; and (v) the proceeds payable pursuant to paragraph 33(b) of the Sale Order. A copy of the Plan Confirmation Order is available at https://bit.ly/2KrHBNO Counsel to the Debtor: Warren A. Usatine, Esq. Felice R. Yudkin, Esq. Rebecca W. Hollander, Esq. COLE SCHOTZ P.C. Court Plaza North 25 Main Street P.O. Box 800 Hackensack, New Jersey 07602-0800 Tel: (201) 489-3000 Fax: (201) 489-1536 E-mail: wusatine@coleschotz.com fyudkin@coleschotz.com rhollander@coleschotz.com About Congoleum Corp. Founded in 1886, Congoleum Corporation -- https://www.congoleum.com/ -- manufactures and sells vinyl sheet and tile products for both residential and commercial markets. Its products are used in remodeling, manufactured housing, new construction, commercial applications, and recreational vehicles. Congoleum was started in 1828, in Kirkaldy, Scotland, as a manufacturer of heavy canvas sailcloth, sold to manufacturers of floorcloth, which was a precursor to linoleum. The Company first filed for Chapter 11 protection on Dec. 31, 2003 (Bankr. D.N.J. Case No. 03-51524) as a means to resolve claims asserted against it related to the use of asbestos in its products decades ago. Congoleum's reorganization plan became effective as of July 1, 2010. By operation of the reorganization plan, American Biltrite's ownership interest in Congoleum was eliminated and new shares in Congoleum were issued to certain of Congoleum's prepetition creditors. Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A. Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S. Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander & DeLuca, LLP, represented the Debtors. Congoleum Corporation again sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-18488) on July 13, 2020. The petition was signed by Christopher O'Connor, the CEO/president. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Honorable Michael B. Kaplan presides over the present case. In the present case, Warren A. Usatine, Esq., Felice R. Yudkin, Esq., and Rebecca W. Hollander, Esq. of Cole Schotz P.C., serve as counsel to the Debtor. B. Riley FBR, Inc. serves as financial advisor and investment banker to the Debtor; and Phoenix Management Services, LLC, as financial advisor. Prime Clerk LLC is the claims and noticing agent. * * * In October 2020, the Debtors won court approval to sell substantially all assets to Congoleum Acquisition, LLC, an entity formed by the noteholder group. The sale provides at least $53 million of consideration to the Debtor's estate consisting of (i) $28.5 million credit bid, (ii) satisfaction of the outstanding liability to the DIP Lender totaling approximately $10 million at closing, (iii) payment of cure costs estimated at $1.3 million, (iv) assumption of postpetition accounts payable estimated at $1.5 million, (v)payment at closing or assumption of claims pursuant to Section 503(b)(9) estimated at $800,000,(vi) assumption of liabilities under a capital lease with VFI estimated at $4.5 million, (vii)assumption (if consented to by the Small Business Association) of the PPP loan in the amount of$5.7 million, (viii) assumption of deferred FICA taxes estimated at $640,000 and (ix) liabilities associated with employee health plan at $150,000. In addition, in connection with the sale, the buyer, Creditors' Committee and holders of the Senior Secured Notes entered into a settlement that provides for consideration to the estate of up to $1.3 million in addition to the $100,000 in Excluded Cash as follows: (i) $250,000 on or about the effective date of the Plan; (ii) $250,000 on or about 6 months after the closing of the sale; (iii) $500,000 on or about 12 months after closing of the sale; (iv) $300,000 if and when certain monies presently held in a cash collateral account by Applied Underwriters for a period when the Debtor was self-insured for workers' compensation claims are refunded. The settlement also provides consideration to the Debtor's estate if the buyer sells the company within five years of closing of the sale. CONTRACT TRANSPORT: Creditors to Get Sale Proceeds & Cash Flow -------------------------------------------------------------- Contract Transport Properties LLC ("CTP") submitted the U.S. Bankruptcy Court for the Northern District of Ohio, Eastern Division, a Disclosure Statement and Plan of Reorganization dated January 14, 2021. CTP is a single asset real estate company that owns the facility used by co-debtor Contract Transports Services, Inc. ("CTS" and with CTP the "Debtors") at 3223 Perkins Avenue in Cleveland Ohio, PPNs: 102-35-036, 102-35-037, 102-35-039, 102-35 040, 102-35-041, 102-35-042, and 102-35-043 (collectively "Perkins Avenue"). CTS is a provider of community transportation services to cities throughout northeastern Ohio. The Debtor is wholly owned by William Madachik his wife Laura P. Madachik (the "Madachiks"). While there is no written lease between CTS and CTP for use of Perkins Avenue, CTS historically paid the real estate taxes, utilities, and mortgage payments on it. Before the Petition Date, the Debtors, the City of Cleveland, Ohio ("City"), Grow America Fund, Inc. ("GAF"), The Huntington National Bank ("HNB"), and the United States of America, Internal Revenue Service ("IRS" and collectively with the City, GAF, HNB the "Lien Holders") were parties to various financial accommodation agreements. On June 25, 2020, Sylvia Arellano filed a judgment lien against the Debtor. On August 6, 2020, Domestic Linen Supply Co. Inc.("DLS") filed a judgment lien against the Debtor (collectively the "Judgment Liens"). On October 1, 2020, DLS garnished funds belonging to CTS that were in the Debtor's bank account. This was the immediate cause of the filing by each of the Debtors. Class 3 consists of the City. The Debtor has scheduled the claim of the City for $224,188.22. The claims of the City are fully secured against Perkins Avenue and therefore will continue to bear interest at the rate set forth in the applicable agreements between the Debtor and the City until paid in full. The City shall retain its lien against Perkins Avenue, and the Allowed Claim of the City shall be paid from the Lease payments, proceeds of any sale of Perkins Avenue or any refinancing of the Debtor under this Plan after all claims in Class 2 are paid in full. Class 4 consists of the claims of GAF. GAF filed POC No. 2 for $1,047,107.70. The claims of GAF are not fully secured against Perkins Avenue and therefore will not continue to bear interest at the rate set forth in the applicable agreements between the Debtor and GAF. GAF shall retain its lien against Perkins Avenue, and the Allowed Claim of GAF shall be paid from the Lease payments, proceeds of any sale of Perkins Avenue under this Plan or any refinancing of the Debtor after all claims in Classes 1 and are paid in full. Class 5 consists of the Judgment Liens. Ms. Arellano filed POC No. 1 one for $28,398.10; the Debtor has scheduled Domestic Linen Supply Co. Inc. is having a claim for $36,180.18. The Judgment Liens are wholly unsecured as no value in Perkins Avenue attaches to their claims. Nevertheless, the judgment liens shall be paid from the lease payments and proceeds of any sale of Perkins Avenue under this Plan after all claims in Classes 1, 2 and 3 are paid in full. The Debtor anticipates that no payment will be made under this Plan to Class 5. Class 6 consists of the outstanding membership interests issued by the Debtor, all of which is owned by the Madachiks. Confirmation of this Plan shall cause all prepetition membership interests by the Debtor to be revested in and retained by those entities holding an interest in the outstanding stock of the Debtor as of the Petition Date. The Plan proposes to pay creditors of the Debtor from the future cash flow of its business operations, financial relief payments, and the sale of Perkins Avenue. A full-text copy of the Disclosure Statement dated Jan. 14, 2021, is available at https://bit.ly/3sCXZMz from PacerMonitor.com at no charge. The Debtors are represented by: Frederic P. Schwieg, Esq. Frederic P. Schwieg, Attorney at Law 19885 Detroit Rd #239 Rocky River, OH 44116-1815 Tel: 440-499-4506 Email: fschwieg@schwieglaw.com About Contract Transport Services Contract Transport Services, Inc., is a Cleveland-based passenger transportation company that began in 1997. It regularly provides transport for hotels all over NE Ohio as well as popular venues throughout the region. Visit http://www.ctsoh.net/for more information. Contract Transport filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ohio Case No. 20-14502) on Oct. 6, 2020. Contract Transport President William Madachik signed the petition. At the time of the filing, the Debtor disclosed $252,528 in total assets and $3,907,364 in total liabilities. Judge Price Smith oversees the case. Frederic P. Schwieg, Attorney at Law, serves as the Debtor's legal counsel. CTI BIOPHARMA: Signs $50 Million Sales Agreement with Jefferies --------------------------------------------------------------- CTI BioPharma Corp. entered into an Open Market Sale Agreement with Jefferies LLC to sell shares of the Company's common stock, par value $0.001 per share, having aggregate sales proceeds of up to $50,000,000, from time to time, through an "at the market" equity offering program under which Jefferies will act as sales agent. Under the Sale Agreement, the Company will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sale Agreement, Jefferies may sell the shares by methods deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market or on any other existing trading market for the common stock. Jefferies will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC. The Company and Jefferies may each terminate the Sale Agreement at any time as set forth in the Sale Agreement. Under the terms of the Sale Agreement, the Company may also sell shares to Jefferies acting as principal for Jefferies' own account. The compensation to Jefferies for sales of the Company's common stock will be an amount equal to 3.0% of the gross proceeds of any shares of common stock sold under the Sale Agreement. The Company has no obligation to sell any shares under the Sale Agreement, and may at any time suspend solicitation and offers under the Sale Agreement. The shares will be issued pursuant to the Company's effective shelf registration statement on Form S-3 (File No. 333-251161), filed with the Securities and Exchange Commission on Dec. 7, 2020 and declared effective on Dec. 15, 2020. On Jan. 15, 2021, the Company filed a prospectus supplement with the SEC in connection with the offer and sale of the shares pursuant to the Sale Agreement. About CTI BioPharma Headquartered in Seattle, Washington, CTI BioPharma Corp. is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies for blood-related cancers that offer a unique benefit to patients and their healthcare providers. The Company concentrates its efforts on treatments that target blood-related cancers where there is an unmet medical need. In particular, the Company is focused on evaluating pacritinib, its sole product candidate currently in active development, for the treatment of adult patients with myelofibrosis. In addition, the Company has recently started developing pacritinib for use in hospitalized patients with severe COVID-19, in response to the COVID-19 pandemic. CTI Biopharma reported a net loss of $40.02 million for the year ended Dec. 31, 2019, compared to a net loss of $29.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $63.09 million in total assets, $16.27 million in total liabilities, and $46.82 million in total stockholders' equity. DEAN FOODS: Seeks Approval to Expand Scope of PwC Services ---------------------------------------------------------- Southern Foods Group, LLC, also known as Dean Foods, asked the U.S. Bankruptcy Court for the Southern District of Texas to authorize its tax advisor, PricewaterhouseCoopers LLP, to provide additional services. The services are: (a) Tax compliance and on-demand tax consulting support services, which include the following: -- Prepare and sign the U.S. Corporation Income Tax Return, Form 1120 for the tax year 2020, and prepare and sign the mutually agreed state corporate income tax returns for the foregoing period; -- If applicable, provide tax compliance support related to the preparation of Schedule UTP to the Form 1120 for the tax year 2020; and -- Provide on-demand tax consulting support, encompassing services outside the scope of foregoing tax return preparation services that may not be significant enough to require a separate statement of work. (b) Services with respect to the compliance and due diligence for abandoned and unclaimed property (AUP), which include the following: (i) AUP – Compliance Related Services -- Prepare AUP compliance reports for the period beginning Fall 2020 through Spring or Summer 2021; -- Provide tax compliance related support to gather, organize and review the underlying information necessary for the preparation of the AUP compliance reports; -- Coordinate with the Debtors' corporate liaison to reconcile AUP amounts between the general ledger account at individual legal entities (used to maintain segregated unclaimed property assets) and the information provided to PwC for unclaimed property reporting; -- Review all reportable items for the Debtors and each of the Debtors' subsidiaries subject to AUP reporting requirements for each of the property types; -- Verify reporting periods by jurisdiction, apply necessary exemptions or deductions, review for duplicate entries, review for inter-company items, and determine funds to be reported, with applicable assistance from the Debtors' legal counsel; and -- At the end of each reporting period, provide the Debtors with a detailed list of all items that have been reported, remitted or resolved. (ii) AUP – Due Diligence Related Services: Perform AUP due diligence services, including the preparation, mailing and tracking of all due diligence letters, in accordance with each jurisdiction's procedural requirements. (iii) aupHOLDER Subscriber Portal Analysis Services: Utilizing PwC's proprietary aupHOLDER technology tool to perform a comparative analysis of identified escheatable property listed in the aupHOLDER portals of other unrelated aupHOLDER subscribers in order to identify potentially escheatable property held by the Debtors on behalf of those aupHOLDER subscribers. To the extent that PwC identifies potentially escheatable property held by the Debtors on behalf of those subscribers, PwC will assist the Debtors in identifying and resolving the escheatable status of such property prior to the property becoming due and payable to a state. (iv) AUP – Additional Services: Prior to beginning the compliance services, discuss with Debtors' unclaimed property compliance team and property functional leaders the internal unclaimed property maintenance and reporting methodologies, gaps in the AUP process, and potential areas not being addressed. The firm will be paid as follows: i. For the tax compliance and on demand consulting services: Partner/Principal $809 - $844 per hour Managing Director $698 - $840 per hour Director $520 - $604 per hour Senior Manager $494 - $517 per hour Manager $420 - $490 per hour Senior Associate $336 - $382 per hour Associate and other staff $150 - $291 per hour i. For the AUP compliance services, the agreed-upon fee structure is a fixed fee of $55,000, exclusive of expenses. ii. For the AUP due diligence services, the agreed-upon fee structure is a fixed fee of $4 per due diligence letter prepared during the course of the engagement, exclusive of expenses. California notifications are an additional $4 (or $8) per letter, exclusive of expenses. iii. For the aupHolder subscriber portal analysis services, the agreed-upon fee is 20 percent of the amount refunded to Debtors or resolved in favor of Debtors. PwC can be reached through: Mitch Bramlett PricewaterhouseCoopers LLC 300 Madison Avenue, New York, NY Phone: +1 212-551-6222 About Southern Foods Group dba Dean Foods Southern Foods Group, LLC, which conducts business under the name Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. Southern Foods and its affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Judge David Jones presides over the cases. Debtors posted estimated assets and liabilities of $1 billion to $10 billion. Debtors have tapped David Polk & Wardell LLP as general bankruptcy counsel, Norton Rose Fulbright US LLP as local counsel, Alvarez Marsal as financial advisor, Evercore Group LLC as investment banker, and Epiq Corporate Restructuring LLC as notice and claims agent. The Office of the U.S. Trustee appointed creditors to serve on the official committee of unsecured creditors on Nov. 22, 2019. The committee is represented by Philip C. Dublin, Esq., at Akin Gump Strauss Hauer & Feld LLP. DESARROLLADORA VILLAS: March 11 Hearing on Disclosure Statement --------------------------------------------------------------- Judge Edward A. Godoy has entered an order that a hearing on approval of Disclosure Statement of Desarrolladora Villas De San Blas Se is scheduled for March 11, 2021 at 1:30 PM via Microsoft Teams Video & Audio Conferencing and/or Telephonic Hearings. The objections to the form and content of the Disclosure Statement must be filed and served not less than 14 days prior to the hearing. As reported in the TCR, Desarrolladora Villas De San Blas, S.E., filed with the U.S. Bankruptcy Court for the District of Puerto Rico a Plan of Reorganization and an explanatory Disclosure Statement on Jan. 8, 2021. To this date, the Debtor has received two proofs of claim forms asserting approximately $500,161 in claims. The Debtor has reviewed the asserted claims and addressed them through specific stipulations. On Jan. 4, 2021, the Debtor and PR Farm Credit filed a stipulation, which fixed the amount of the secured amount and indebtedness as a whole, in a total of $380,000, payable in 20 years since January 2021. Class 3 General Unsecured Creditors includes for voting purposes the unsecured portion of PR's claim in the amount of $120,161. However, no dividend will be disbursed to the creditors under this class. A full-text copy of the Disclosure Statement dated Jan. 8, 2021, is available at https://bit.ly/2LlBCLa from PacerMonitor.com at no charge. About Desarrolladora Villas Desarrolladora Villas De San Blas, S.E., is a Special Partnership organized pursuant the laws of the Commonwealth of Puerto Rico and was chartered on May 8, 1998. Its principal asset is a parcel of land of little over 41 cuerdas which are undeveloped and located at Carr. 702, Km. 1.4, Bo. Palmarejo de Coamo, Coamo, Puerto Rico. Desarrolladora Villas De San Blas filed a Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 20-00087) on Jan. 14, 2020. The Debtor is represented by Alexis A. Betancourt Vincenty, Esq. of LUGO MENDER GROUP, LLC. DOLPHIN ENTERTAINMENT: Acquires Boutique Entertainment Agency B/HI ------------------------------------------------------------------ Dolphin Entertainment, Inc. has acquired B/HI (formerly Bender/Helper Impact), a boutique entertainment agency that specializes in corporate and product communications programs for interactive gaming, esports, entertainment content and consumer products organizations. As part of the acquisition, B/HI will operate as a division of entertainment PR powerhouse 42West with Dean Bender and Shawna Lynch serving as co-presidents. Founded in 1986 by Bender, with offices in Los Angeles and New York, B/HI's clients, past and present, include Amazon Studios, Boat Rocker Media, CBS Home Entertainment, DC Comics, DC Universe, Fandango, Fathom Events, Fox Consumer Products, Fullscreen, Funko, Guinness World Records, HBO Global Licensing, HBO Home Entertainment, Konami, Lionsgate Home Entertainment, Magnolia Pictures, Nexon, Rovio Entertainment, Schell Games, Survios, Universal Brand Development, Universal Pictures Home Entertainment, Warner Bros. Consumer Products, as well as esports organizations Immortals, Super League Gaming, Team Liquid, and Tempo Storm. Based on its work for the consumer product divisions of the major studios, B/HI developed a public relations specialty for the video game industry and also was an early esports pioneer by representing Major League Gaming and the World Cybergames. Today, it continues as an industry leader in the field, supporting dozens of video game publishers/developers and esports organizations. "The acquisition of B/HI provides a tremendous gateway into the last remaining large vertical of entertainment for our Super Group - video gaming and esports," says Dolphin CEO Bill O'Dowd. "Video gamers are celebrities in their own right, and among the most popular social media influencers in the world. We believe the opportunities to cross-sell services with B/HI will be numerous, as will be the possibilities to create original content and live events. Dean and Shawna are seasoned, well-respected entertainment PR professionals who share our collaborative culture, and we couldn't be more excited that they and the staff at B/HI have joined the Dolphin family." "It became immediately apparent to Shawna and me that by joining the Dolphin Entertainment Super Group of PR and marketing firms that we can really maximize our current client relationships as well as provide a wealth of uniquely-curated services to prospective clients," said Bender. "We've always been aware of how dominant 42West is in the entertainment sector of public relations. It's an honor to join Amanda and her team to be able to supplement and diversify the client roster." "Dean and Shawna have built a business with vision and relevance that could not be more at home at 42West," said Amanda Lundberg, CEO of 42West. "I'm thrilled they have chosen to bring B/HI's valuable expertise in gaming, esports and consumer products to 42West. This latest addition to the Dolphin collective of agencies will not only benefit existing and new clients but be a key step in our creation of assets." K&L Gates LLP served as legal counsel to Dolphin Entertainment and the Law Offices of Stuart Pardau for B/HI. About Dolphin Entertainment Headquartered in Coral Gables, Florida, Dolphin Entertainment, Inc. -- http://www.dolphinentertainment.com-- is an independent entertainment marketing and premium content development company. Through its subsidiaries, 42West LLC, The Door Marketing Group LLC and Shore Fire Media, Ltd, the Company provides expert strategic marketing and publicity services to many of the top brands, both individual and corporate, in the entertainment, hospitality and music industries. Dolphin Entertainment reported a net loss of $1.19 million for the year ended Dec. 31, 2019, compared to a net loss of $2.91 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $51.27 million in total assets, $30.80 million in total liabilities, and $20.47 million in total stockholders' equity. BDO USA, LLP, in Miami, Florida, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has suffered recurring losses from operations from prior years, has an accumulated deficit, and a working capital deficit that raise substantial doubt about its ability to continue as a going concern. EAGLE HOSPITALITY: Case Summary & 30 Largest Unsecured Creditors ---------------------------------------------------------------- Lead Debtor: EHT US1, Inc. 12 Marina Boulevard Marina Bay Financial Centre Tower 3, Level 44 Singapore Business Description: Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust ("Eagle H-REIT") and Eagle Hospitality Business Trust. Based in Singapore, Eagle H-REIT is established with the principal investment strategy of investing on a long-term basis, in a diversified portfolio of income- producing real estate which is used primarily for hospitality and/or hospitality-related purposes, as well as real estate-related assets in connection with the foregoing, with an initial focus on the United States. Chapter 11 Petition Date: January 18, 2021 Court: United States Bankruptcy Court District of Delaware Twenty-seven affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- EHT US1, Inc. (Lead Debtor) 21-10036 Eagle Hospitality Trust S1 Pte. Ltd. 21-10037 Eagle Hospitality Trust S2 Pte. Ltd. 21-10038 EHT Cayman Corp Ltd. 21-10039 USHIL Holdco Member, LLC 21-10040 UCCONT1, LLC 21-10041 UCF 1, LLC 21-10042 UCHIDH, LLC 21-10043 UCRDH, LLC 21-10044 Urban Commons 4th Street A, LLC 21-10045 Urban Commons Anaheim HI, LLC 21-10046 Urban Commons Bayshore A, LLC 21-10047 Urban Commons Cordova A, LLC 21-10048 Urban Commons Danbury A, LLC 21-10049 Urban Commons Highway 111 A, LLC 21-10050 Urban Commons Queensway, LLC 21-10051 Urban Commons Riverside Blvd., A, LLC 21-10052 CI Hospitality Investment, LLC 21-10053 ASAP Cayman Atlanta Hotel LLC 21-10054 ASAP Cayman Denver Tech LLC 21-10055 ASAP Cayman Salt Lake City Hotel LLC 21-10056 Atlanta Hotel Holdings LLC 21-10057 ASAP Salt Lake City Hotel LLC 21-10058 Sky Harbor Denver Holdco, LLC 21-10059 Sky Harbor Atlanta Northeast, LLC 21-10060 5151 Wiley Post Way Salt Lake City LLC 21-10061 Sky Harbor Denver Tech Center, LLC 21-10062 Debtors' General Bankruptcy Counsel: Luc A. Despins, Esq. G. Alexander Bongartz, Esq. PAUL HASTINGS LLP 200 Park Avenue New York, NY 10166 Tel.: (212) 318-6000 Fax: (212) 319-4090 Email: lucdespins@paulhastings.com alexbongartz@paulhastings.com Debtors' Delaware Counsel: G. David Dean, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Tel: (302) 652-3131 Fax: (302) 652-3117 Email: ddean@coleschotz.com Debtors' Singapore Law Counsel: RAJAH & TANN SINGAPORE LLP Debtors' Cayman Law Counsel: WALKERS Debtors' Restructuring Advisor: FTI CONSULTING, INC. Debtors' Investment Banker: MOELIS & COMPANY LLC - AND - MOELIS & COMPANY ASIA LIMITED Debtors' Claims & Noticing Agent: DONLIN, RECANO & COMPANY, INC. https://www.donlinrecano.com/Clients/eagle/Static/CaseInformation Estimated Assets: $500 million to $1 billion Estimated Liabilities: $500 million to $1 billion The petitions were signed by Alan Tantleff, president. A copy of EHT US1's petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/34GGINY/EHT_US1_Inc__debke-21-10036__0001.0.pdf?mcid=tGE4TAMA Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Lodging USA Lendco LLC Loan $89,000,000 c/o ASAP International Hotel, LLC 81 N. Mentor Avenue Pasadena CA 91106 Jerome Yuan Tel: (213) 625-1200 Email: jerome@asapholdings.com 2. Crestline Hotels & Resorts LLC Hotel $5,750,000 3950 University Drive Management Suite 301 Fairfax VA 22030 Ed Hoganson Tel: (571) 529-6111 Email: ed.hoganson@crestlinehotels.com 3. Aimbridge Hospitality, LLC Trade $3,475,764 5501 Headquarters Drive Suite 300-W Plano TX 75024 Mark Lewis Tel: (949) 307-1829 Email: mark.lewis@evolutionhospitality.com 4. Intercontinental Hotels Group Trade $3,257,449 PO Box 101074 Atlanta GA 30392-1074 5. Evolution Hospitality LLC Trade $2,067,427 5501 Headquarters Drive Suite 300-W Plano TX 75024 Mark Lewis Tel: (949) 307-1829 Email: mark.lewis@evolutionhospitality.com 6. Marriott International Trade $1,733,018 10400 Fernwood Road Bethesda MD 20817 7. Sentry Control Systems Inc. Trade $811,491 6611 Odessa Avenue Van Nuys CA 91406 Brent Gonzalez Tel: (818) 381-5259 Email: brent.gonzalez@skidata.com 8. Hilton Worldwide Trade $778,533 4649 Paysphere Circle Chicago IL 60674 9. Hospitality Staffing Trade $657,424 Solutions LLC PO BOX 742822 Atlanta GA 30374-2822 Michael Patterson Tel: (678) 426-5664 Email: MPatterson@hssstaffing.com 10. Kaiser Foundation Health Plan Trade $554,252 FILE 5915 Los Angeles CA 90074-5915 Antonio Ayala Tel: (720) 857-4319 Email: Antonio.J.Ayala@kp.org 11. Sysco Trade $498,978 20701 East Currier Road Walnut CA 91789 Angelline Ng Tel: (909) 595-9595 Email: Ng.Angelline@la.sysco.com 12. US Foods Trade $408,579 9399 W Higgins Road Suite 400 Rosemont IL 60018 Charlene K. Goss Tel: (847) 268-5428 Email: charlene.goss@usfoods.com 13. Everest National Trade $328,456 Insurance Company P.O. Box 499 Newark NJ 07101 Tel: (714) 371-9600 14. Gibs Inc. Trade $327,789 c/o Carnival Corporation 231 Windsor Way Long Beach CA 90802 Wilkin Mes Tel: (562) 243-2191 Email: WMes@carnival.com 15. Hotelier Management Trade $299,734 Services LLC PO Box 715123 Cincinnati OH 45271-5123 Angel Pis-Dudot Tel: (786) 301-6559 Email: angel@hotelierlinen.com 16. Aetna Life Insurance Company Trade $278,210 PO Box 31001-1408 Pasadena CA 91110-1408 Tel: (866) 899-4378 17. Belfor USA Group Inc. Trade $277,098 5085 Kalamath Street DenverCO 80221 Tim Smith Tel: (303) 656-1178 Email: tim.smith@us.belfor.com 18. Blackhawk Protection Trade $257,513 30141 Antelope Road Suite D #786 Menifee CA 92584 Javier Escobar Tel: (909) 384-9015 Email: tiffganino@aol.com 19. Enwave USA Trade $206,773 PO Box 207851 Dallas TX 75320-785 Robert Fox Email: efox@enwaveusa.com 20. PSAV Trade $199,566 23918 Network Place Chicago IL 60673 Dawn C. Montgomery Tel: (727) 743-9577 Email: dmontgomery@PSAV.com 21. Fiserv Trade $199,320 255 Fiserv Drive Brookfield WI 53045 Deborah Stevenson Tel: 301-665-4031 Email: Deborah.Stevenson@fiserv.com 22. Ecolab Inc. Trade $198,477 2301 Maitland Center Parkway Suite 175 Maitland FL 32751 Angie Berberich Tel: 1 (800) 352-5326 Email: angela.berberich@ecolab.com 23. Duke Energy Trade $190,635 550 South Tryon Street Charlotte NC 28202 Tel: (877) 372-8477 Email: Florida.support@duke-energy.com 24. American Hotel Trade $188,258 Register Company PO Box 206720 Dallas TX 75320-6720 Sue Black Tel: 1 (800) 323-5686 Email: sblack@americanhotel.com 25. JN Cleaning Solutions Trade $185,853 1424 Ridge St Kissimmee FL 34744 Jusemil Abijamad Tel: (407) 460-3981 Email: jabijamad@jncleaningsolutions.com 26. Iwerks Entertainment Inc. Trade $170,870 27509 Avenue Hopkins Santa Clarita CA 91355 Kate Magnusson Tel: (416) 597-1585 Email: kmagnusson@iwerks.com 27. EPIC Entertainment Trade $170,622 207 E Broadway #302 Long Beach CA 90802 Steve Sheldon Tel: (323) 641-3742 Email: steve@epicentertainmentgroup.com 28. Main Competitors Inc. Trade $166,834 800 Robinson Ave Kissimmee FL 34741 29. Southern California Trade $165,710 Edison P.O. Box 300 Rosemead CA 91772-0001 30. City of Anaheim Public Utilities Trade $148,150 P.O. Box 3069 201 South Anaheim Blvd Anaheim CA 92803-3069 ED3 CONSULTANTS: Amended Plan of Reorganization Confirmed by Judge ------------------------------------------------------------------ Judge Thomas P. Agresti has entered an order finally approving the Amended Disclosure Statement and confirming the Amended Plan of Reorganization of debtor ED3 Consultants, Inc. As more fully described in the Amended Plan, the Debtor proposes to pay holders of General Unsecured Claims 10% of the allowed amount of their respective Claims, to be paid in quarterly installments for 5 years beginning on the second anniversary of the Effective Date. It is anticipated that the profits from ongoing operations will increase over the course of the Plan, especially after the current pandemic subsides. The Debtor has a backlog of contracts in the amount of approximately $1,000,000. The Amended Plan contemplates that equity security interest holder in Class 8 will retain her equity security interest in the Debtor in exchange for the New Value Contribution, diluted by 1/3 based upon the investment of Crogan. A full-text copy of the Plan Confirmation Order dated January 14, 2021, is available at https://bit.ly/3nXKNP8 from PacerMonitor.com at no charge. About ED3 Consultants Based in Canonsburg, Pa., ED3 Consultants Inc. is a small woman-owned business staffed with engineering, architectural and technical specialists. ED3 Consultants filed a voluntary Chapter 11 petition (Bankr. W.D. Pa. Case No. 19-24455) on Nov. 14, 2019. In the petition signed by Denise L. Palmer, president, the Debtor was estimated to have $500,001 to $1 million in assets and $1,000,001 to $10 million in liabilities. Judge Thomas P. Agresti oversees the case. Guy C. Fustine, Esq., at Knox McLaughlin Gornall & Sennett, P.C., is the Debtor's counsel. EVOKE PHARMA: Prices $12.5 Million Public Offering of Common Stock ------------------------------------------------------------------ Evoke Pharma, Inc. has priced an underwritten public offering of 5,000,000 shares of its common stock at a price to the public of $2.50 per share. Gross proceeds, before underwriting discounts and commissions and estimated offering costs, are expected to be $12.5 million. Evoke has granted the underwriter a 45-day option to purchase up to 750,000 additional shares of its common stock. The offering is expected to close on or about Jan. 19, 2021, subject to satisfaction of customary closing conditions. Laidlaw & Company (UK) Ltd. is acting as sole book-running manager for the offering. Evoke intends to use the net proceeds from the offering for working capital and general corporate purposes, including funding commercialization activities, research and development activities, clinical trial expenditures, and possible acquisition of new technologies or products. The offering is being conducted pursuant to a shelf registration statement (File No. 333-251614) previously filed and declared effective by the Securities and Exchange Commission. A final prospectus supplement and accompanying prospectus relating to this offering will be filed with the SEC and will be available free of charge on the website of the SEC at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying prospectus relating to this offering may be obtained from Laidlaw & Company (UK) Ltd, Attention: Syndicate Department, 521 Fifth Avenue, New York, NY 10175, by telephone at (212) 953-4917 or by email at syndicate@laidlawltd.com. About Evoke Pharma Headquartered in Solana Beach, California, Evoke -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The Company is developing Gimoti, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adult women. Evoke Pharma recorded a net loss of $7.13 million for the year ended Dec. 31, 2019, compared to a net loss of $7.57 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $6.75 million in total assets, $8.67 million in total liabilities, and a total stockholders' deficit of $1.92 million. BDO USA, LLP, in San Diego, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 12, 2020, citing that the Company has suffered recurring losses from operations and has not generated revenues or positive cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. FREEMAN HOLDINGS: Jan. 25 Deadline to Serve Plan & Disclosures -------------------------------------------------------------- Judge Scott M. Grossman earlier approved Freeman Holdings, L.L.C., et al.'s request to continue the hearing to consider confirmation of the Plan of Freeman Holdings, L.L.C., et al., final approval of Disclosure Statement, and approval of the final fee applications to Feb. 23, 2021 at 1:30 p.m. In connection with the continued hearing, Judge Grossman extended various deadline: * The deadline for serving the Disclosure Statement, Plan, and ballots will be on Jan. 25, 2021. * The deadline for objections to claims will be on Feb. 9, 2021. * The deadline for filing ballots accepting or rejecting Plan will be on Feb. 16, 2021. * The deadline for objections to confirmation will be on February 18, 2021. * The deadline for objections to final approval of the Disclosure Statement will be on Feb. 18, 2021. In seeking the continuance, the Debtors explained that they are currently in negotiations with the three primary creditors, Woodforest Bank, Arvest Bank, and Bank of America. Due primarily to the holiday season, settlement discussions have taken longer than expected. The Debtors believe that the Plan will ultimately be consensual, as the Parties appear to be close to settling. The Debtors last filed a Reorganization Plan and a Disclosure Statement in August 2020. A full-text copy of the Joint Disclosure Statement dated Aug. 17, 2020, is available at https://tinyurl.com/y5bjwaap from PacerMonitor.com at no charge. Attorneys for the Debtors: Aaron A. Wernick, Esq. Wernick Law, PLLC 2255 Glades Road, Suite 324A Boca Raton, FL 33431 Tel: (561)961-0922 Fax: (561)431-2474 E-mail: awernick@wernicklaw.com About Freeman Holdings Freeman Holdings, LLC, and FWP Realty Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-15410 and 20-15412) on May 17, 2020. At the time of the filing, the Debtors each had estimated assets of between $500,001 and $1 million and liabilities of between $1 million to $10 million. Judge Scott M. Grossman oversees the cases. Wernick Law, PLLC is the Debtor's legal counsel. GEMINI HDPE: S&P Affirms 'BB' ICR, Rating Off CreditWatch Negative ------------------------------------------------------------------ S&P Global Ratings affirmed its 'BB' issue rating on Gemini HDPE LLC (Gemini) and removed it from CreditWatch. The outlook is negative. Gemini is a high-density polyethylene (HDPE) facility in La Porte, Texas. Construction of the facility was completed in 2017. Gemini produces a wide array of HDPE products, but primarily focuses on bimodal-grade HDPE. Its superior properties allow it to be used in applications that command a price premium relative to commodity HDPE grades. The project mainly sells HDPE products in North America. S&P said, "The rating and outlook are capped at those on the guarantor of the tolling obligation, INEOS GH. On Jan. 12, we removed the 'BB' rating on INEOS GH from CreditWatch and affirmed it. The outlook is negative, reflecting the likelihood of a downgrade if our view of the credit quality of the wider Ineos group worsens. This takes into account recent debt-funded acquisitions, combined with bottom-of-the-cycle conditions in 2020, resulting in our view of elevated leverage at the group level. As a result, we are affirming our 'BB' issue rating on Gemini and removing it from CreditWatch. The outlook is negative." "The negative outlook reflects the link to the guarantor of the project's tolling agreement, INEOS GH. The guarantor pays all debt service components (principal, interest, and financing costs), variable and fixed manufacturing costs, and any other necessary operating costs. We expect the rating on Gemini to move in lockstep with any rating on INEOS GH." "We could lower the issue rating on Gemini's loan if the issuer credit rating on INEOS GH falls below 'BB'." "We could revise the negative outlook on Gemini's loan if we revise the outlook on INEOS GH." GI DYNAMICS: Agrees to Terminate CFO's Employment ------------------------------------------------- Effective as of Dec. 31, 2020, (i) GI Dynamics, Inc. and Charles Carter, the Company's chief financial officer, treasurer and secretary, mutually agreed to terminate Mr. Carter's employment with the Company under the terms of his Offer Letter Agreement, dated as of Sept. 19, 2019, and (ii) the Company engaged Mr. Carter for his continued services as a consultant. Mr. Carter will continue to serve in the capacity of chief financial officer, treasurer and secretary until his successor is duly appointed and qualified in accordance with the Company's bylaws or his earlier resignation, removal or death. In connection with the transition of Mr. Carter's engagement with the Company, from an employee to a consultant, the parties entered into a Consulting Agreement and a Retention Bonus Agreement. Consulting Agreement Effective as of the Effective Date, the Company entered into a Consulting Agreement with Mr. Carter, pursuant to which Mr. Carter agreed to provide certain consulting services to the Company, including the services Mr. Carter was providing to the Company as its employee. The Company will pay Mr. Carter $250 per hour as consideration for the Services. The Consulting Agreement has an initial term that runs through March 31, 2021, and may be extended upon mutual written agreement of the parties. The Company may, at any time and upon written notice to Mr. Carter, immediately terminate the Consulting Agreement: (i) for "Cause", (ii) upon Mr. Carter's death or (iii) following Mr. Carter's failure to perform the Services due to illness, accident or any other physical or mental incapacity. Mr. Carter may, at any time and upon written notice to the Company, immediately terminate the Consulting Agreement: (i) if he is asked to perform services that are significantly different from the services he performed during his employment with the Company or (ii) for the Company's non-payment of any invoiced amount due to Mr. Carter within 30 days of the Company's receipt of such invoice. Retention Bonus Agreement Effective as of the Effective Date, the Company also entered into a Retention Bonus Agreement with Mr. Carter, which sets forth certain terms and conditions of Mr. Carter's engagement with the Company as a consultant under the Consulting Agreement. Pursuant to the terms and conditions of the Retention Agreement, Mr. Carter will receive a one-time cash bonus of $208,685, subject to tax withholding under applicable law, which will be paid within seven days following the Effective Date. The Retention Bonus is in lieu of any other severance benefits that Mr. Carter may be eligible to receive under Section 7 of the Offer Letter. The Retention Bonus is subject to forfeiture if the Consulting Agreement is terminated prior to March 31, 2021 and the basis for such termination is (i) for "Cause" by the Company or (ii) for any reason by Mr. Carter that does not constitute "Good Reason". Accordingly, in the event the Consulting Agreement is terminated prior to the Retention Date by the Company for Cause or by Mr. Carter for any reason other than Good Reason, then Mr. Carter will be required to repay all or a portion of the Retention Bonus pursuant to the following schedule: (i) termination prior to Jan. 31, 2021: 3/3 of the Retention Bonus to be repaid (i.e., $208,685); (ii) termination between Feb. 1, 2021 and Feb. 28, 2021: 2/3 of the Retention Bonus to be repaid (i.e., $139,123); (iii) termination between March 1, 2021 and March 31, 2021: 1/3 of the Retention Bonus to be repaid (i.e., $69,561); and (iv) termination after March 31, 2020: 0/3 of the Retention Bonus to be repaid (i.e., $0.00). Any such amounts due to be repaid will be paid by Mr. Carter to the Company within ten days following termination of the Consulting Agreement. About GI Dynamics Founded in 2003 and headquartered in Boston, Massachusetts, GI Dynamics, Inc. (ASX:GID) is a developer of EndoBarrier, an endoscopically-delivered medical device for the treatment of type 2 diabetes and the reduction of obesity. EndoBarrier is not approved for sale and is limited by federal law to investigational use only. EndoBarrier is subject to an Investigational Device Exemption by the FDA in the United States and is entering concurrent pivotal trials in the United States and India. GI Dynamics reported a net loss of $17.33 million for the year ended Dec. 31, 2019, compared to a net loss of $8.04 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $6.45 million in total assets, $4.88 million in total liabilities, $5.32 million in redeemable preferred stock, and a total stockholders' deficit of $3.76 million. Wolf and Company, P.C., in Boston, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 26, 2020 citing that the Company has suffered losses from operations since inception and has an accumulated deficit and working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. GKS CORP: Files Committee-Backed Plan After $19.2M Sale ------------------------------------------------------- GKS Corporation and its Official Committee of Unsecured Creditors have jointly filed the Liquidating Plan for the Debtor's estate. The Plan is a liquidating plan, and does not contemplate the financial rehabilitation of the Debtor or the continuation of its business. Substantially all of the Debtor’s assets have been sold since the commencement of the Debtor’s Chapter 11 case, and the Plan contemplates that the net sale proceeds, together with the proceeds of remaining unliquidated assets (primarily potential causes of action of the bankruptcy estate), if any, will be distributed to the Debtor’s creditors holding allowed claims against the bankruptcy estate in the manner set forth in the Plan. The Disclosure Statement still has blanks as to the projected range of recovery for holders of general unsecured claims. The dividend ultimately paid will depend on the manner in which unresolved and disputed claims are resolved and allowed, and the magnitude of expenses incurred in implementing the Plan and winding up the bankruptcy estate. The Plan provides for an initial distribution to general unsecured creditors to be made promptly after the Effective Date. The Debtor currently anticipate that an initial distribution is likely to be made by March 31, 2021; the amount of the initial distribution will depend on whether disputed claims have been resolved by then and the manner in which they have been resolved. The liquidation of the Debtor's estate, and the benefit to general unsecured creditors derived therefrom, has been accomplished principally through a sale of the Debtor's business enterprise, the real property and improvements known and operated as The American Inn for Retirement Living located at One Sawmill Park, Southwick Massachusetts ("Community). The Debtor sold the Community on November 23, 2020 to Southwick Care, LLC, the nominee of Triple M Investments ("Purchaser") for $19.2 million. Pursuant to the Bankruptcy Court order authorizing the sale, approximately $5,900,000 of gross sale proceeds were used to pay transaction-related expenses, as well as the claims of certain secured creditors including Westfield Bank, which held a mortgage lien against the Community, and the Town of Westfield, which held tax liens. The Debtor received approximately $13.3 million of net sale proceeds and is holding those funds, which will be used to fund the Plan distributions to creditors. The Plan provides for allowed general unsecured claims to be paid pro rata from funds held by the Plan Administrator after payment of administrative expenses and other priority claims. Holders of the Debtor's equity interests will retain their equity interests, but will not receive any distributions on account of such equity interests unless and until all creditors' claims are paid in full, which is extremely unlikely to happen. A full-text copy of the Liquidating Plan dated Jan. 11, 2021, is available at https://bit.ly/2KjUpWA from PacerMonitor.com at no charge. Attorney for the Official Committee of Unsecured Creditors: Gary M. Weiner Weiner Law Firm, P.C. 1441 Main Street, Suite 610 Springfield, MA 01103 Tel: 413-732-6840 E-mail: gweiner@weinerlegal.com Attorney for GKS Corporation: Michael J. Goldberg A. Davis Whitesell Hanna J. Ciechanowski CASNER & EDWARDS, LLP 303 Congress Street Boston, MA 02210 Tel: (617) 426-5900 Email: whitesell@casneredwards.com About GKS Corporation GKS Corporation -- http://www.theamericaninn.net/-- owns and operates a continuing care retirement community and assisted living facility for the elderly. It is a 50-acre country village setting in Southwick, Mass., with easy access to healthcare services, transportation, shopping and recreation. GKS Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No. 19-30998) on Dec. 26, 2019. At the time of the filing, the Debtor listed between $1 million and $10 million in estimated assets and $10 million and $50 million in estimated liabilities. Michael J. Goldberg, Esq., at Casner & Edwards, LLP, is the Debtor's legal counsel. OnePoint Partners, LLC, was approved to provide Toby Shea as Chief Restructuring Officer for the Debtor. GROW CAPITAL: Raises $375K from Common Stock Offering ----------------------------------------------------- Grow Capital, Inc. issued and sold 1,500,000 shares of the Company's common stock, par value $0.001, to five separate accredited investors, pursuant to separate securities purchase agreements entered into on Dec. 30, 2020. The per share purchase price was $0.25 per share resulting in aggregate gross proceeds to the Company of $375,000. The Purchase Agreements contain customary representations, warranties and covenants of the parties. The Purchasers included: (i) a limited liability company owned by Terry Kennedy, the chief executive officer of the Company; (ii) Jonathan Bonnette, the chief technology officer of the Company and the chief executive officer of Bombshell Technologies, Inc., a subsidiary of the Company; and (iii) James Olson, a director and Chairman of the Board of the Company. The proceeds of the offering will be used for the Company's ongoing operations and execution of its current business plan which is an acquisition and operations strategy focused on financial technology, or "fintech" and complementary opportunities. About Grow Capital Grow Capital (f/k/a Grown Condos, Inc.) -- http://www.growcapitalinc.com-- was a call center that contracted out as a customer contact center for a variety of business clients throughout the United States. Over time its main business became a third-party verification service. While continuing to operate as a call center, in 2008 the Company expanded its business plan to include the development of a social networking site called JabberMonkey (Jabbermonkey.com) and the development of a location based social networking application for smart phones called Fanatic Fans. Grow Capital reported a net loss of $2.35 million for the year ended June 30, 2020, compared to a net loss of $2.33 million for the year ended June 30, 2019. As of June 30, 2020, the Company had $1.91 million in total assets, $1.92 million in total liabilities, and a total stockholders' deficit of $8,045. L J Soldinger Associates, LLC, in Deer Park, Illinois, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Oct. 13, 2020, citing that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern. GRUPO MARITIMO: Feb. 4 Plan & Disclosure Hearing Set ---------------------------------------------------- On Jan. 5, 2021, Grupo Maritimo Royal, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Florida a Plan and a Disclosure Statement. On Jan. 14, 2021, Judge A. Jay Cristol conditionally approved the Disclosure Statement and ordered that: * Feb. 4, 2021 at 2:30 p.m. is the telephonic hearing on final approval of the disclosure statement and confirmation of the Plan. * Feb. 2, 2021 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the Plan. * Jan. 28, 2021 is fixed as the last day for filing written acceptances or rejections of the Plan. As reported in the TCR, the Debtor filed a Plan and a Disclosure Statement dated Jan. 5, 2021. Class 4 general unsecured creditors are unimpaired. The principal of the Debtor, Enoc. S. Martinez, has pledged to deposit with the disbursing agent sufficient funds to pay all general unsecured creditors, in full, plus all administrative expense claims, in the event that his interest in an international arbitration results in a recovery sufficient to pay Classes 1, 2, and 3 in full, leaving sufficient funds to pay the claimants in Class 4. A full-text copy of the Plan and Disclosure Statement dated Jan. 5, 2021, is available at https://bit.ly/35exh37 from PacerMonitor at no charge. A full-text copy of the order entered Jan. 14, 2021, is available at: https://bit.ly/2LZofQL The Debtor is represented by: Kevin C Gleason, Esq. Florida Bankruptcy Group, LLC 4121 N 31st Avenue Hollywood, Fl 33021-2011 Phone: 954-893-7670 Fax: 954-252-2540 Fax E-mail: BankruptcyLawyer@aol.com About Grupo Maritimo Royal Grupo Maritimo Royal, LLC, owns the following properties: 5252 NW 85th Avenue, # 2106, Doral, FL 331661 (the "Doral Property"); and 287 W. Mashta Drive, Key Biscayne, FL 331492 (the "Mashta Property"). The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20474) on Sept. 28, 2020. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge A. Jay Cristol oversees the case. Florida Bankruptcy Group, LLC, serves as the Debtor's legal counsel. HAWAIIAN HOLDINGS: Unit to Get $167M Aid From Treasury ------------------------------------------------------ Hawaiian Airlines, Inc., a wholly owned subsidiary of Hawaiian Holdings, Inc., entered into a payroll support program extension agreement with the U.S. Department of the Treasury with respect to the Payroll Support Program Extension under Subtitle A of Title IV of Division N of the Consolidated Appropriations Act, 2021. In connection with its entry into the PSP Extension Agreement, on the PSP Closing Date, the Company entered into a Warrant Agreement with Treasury, and Hawaiian issued a promissory note to Treasury, with the Company as guarantor of Hawaiian's obligations thereunder. PSP Extension Agreement Pursuant to the PSP Extension Agreement, Treasury is to provide Hawaiian with financial assistance to be paid in installments expected to total in the aggregate approximately $167.5 million, to be used exclusively for the purpose of continuing to pay employee salaries, wages and benefits, including the payment of lost wages, salaries and benefits, to certain returning employees. The first Installment, in the amount of approximately $83.75 million (representing 50% of the current expected total payment), was disbursed by Treasury on Jan. 15, 2021. The remaining Installments are anticipated to be paid as follows: (i) 50% of the current expected total payment anticipated in the first quarter of 2021 and (ii) a possible final payment based on any adjustments by Treasury to the initial expected total payment. Under the PSP Extension Agreement, Hawaiian, on behalf of itself and the Company, agreed to (i) refrain from conducting involuntary furloughs or reducing employee rates of pay or benefits through March 31, 2021, (ii) recall any employees who were subject to an involuntary termination or furlough between Oct. 1, 2020 and the date of the PSP Extension Agreement pursuant to a recall notice and compensate employees who elect to return to employment pursuant to such recall notice for lost salary, wages and benefits for the period between Dec. 1, 2020 and the date of the PSP Extension Agreement, (iii) limit executive compensation through Oct. 1, 2022 and (iv) suspend payment of dividends and stock repurchases through March 31, 2022. The PSP Extension Agreement also imposes certain Treasury-mandated reporting obligations on Hawaiian and the Company. Finally, Hawaiian is required to continue to provide air service to markets served prior to March 1, 2020 until March 1, 2022, to the extent determined reasonable and practicable by the U.S. Department of Transportation. Promissory Note The Note issued by Hawaiian to Treasury has an initial principal amount of $0.0, subject to an increase equal to 30% of the amount of each additional Installment disbursed under the PSP Extension Agreement after the PSP Closing Date, provided that no increase to the Note principal amount shall occur until the aggregate principal amount of any disbursements under the PSP Extension Agreement is greater than $100 million, and includes a guarantee of Hawaiian's obligations by the Company. Assuming disbursement of all scheduled Installments pursuant to the PSP Extension Agreement of approximately $167.5 million, the Note will have a total principal amount of approximately $20.3 million. The Note has a ten-year term and bears interest at a rate per annum equal to 1% until the fifth anniversary of the PSP Closing Date, and thereafter bears interest at a rate equal to the secured overnight financing rate plus 2% until the tenth anniversary of the PSP Closing Date, which interest is payable semi-annually beginning on March 31, 2021. The Note may be prepaid at any time, without penalty. Within 30 days of the occurrence of certain change of control triggering events, Hawaiian is required to prepay the aggregate amount outstanding under the Note. The Note specifies certain events of default, including non-payment of principal or interest, inaccuracy of representations and warranties, non-compliance with covenants, cross-acceleration and cross-payment default of other indebtedness amounting to $10.0 million or greater, bankruptcy or insolvency, entry of judgment liens (not covered by insurance) exceeding $10.0 million, or non-monetary judgments reasonably expected to have a material adverse effect on Hawaiian. Warrant Agreement and Warrants As compensation to the U.S. government for the provision of financial assistance under the PSP Extension Agreement, and pursuant to the Warrant Agreement, the Company has agreed to issue to Treasury warrants to purchase shares of the Company's common stock at an exercise price of $17.78 per share, which was the closing price of the Company's common stock on Dec. 24, 2020. Pursuant to the Warrant Agreement, (a) on the PSP Closing Date, the Company did not issue to Treasury a Warrant to purchase shares of the Company's common stock and (b) on the date of each increase of the principal amount of the Note in connection with the disbursement of an additional Installment under the PSP Extension Agreement, the Company will issue to Treasury a Warrant for a number of shares of the Company's common stock equal to 10% of such increase of the principal amount of the Note, divided by the Exercise Price. Assuming the disbursement of all scheduled Installments pursuant to the PSP Extension Agreement, the total number of Warrant Shares issuable to Treasury is anticipated to be 113,940. The Warrants are non-voting, freely transferable, may be settled as net shares or in cash at the Company's option, expire five years from the date of issuance, and contain registration rights and customary anti-dilution provisions. Any issuance of the Warrants under the Warrant Agreement is pursuant to an exemption from registration provided for under Section 4(a)(2) of the Securities Act of 1933, as amended as transactions not involving a public offering. Any issuance of Warrant Shares upon exercise of the Warrants will be exempt as an exchange by the Company exclusively with its security holders eligible for exemption under Section 3(a)(9) of the Securities Act. Amendment to Loan and Guarantee Agreement On Jan. 15, 2021, Hawaiian entered into an Amendment to Loan and Guarantee Agreement, dated as of the Amendment Date, which amended the Loan and Guarantee Agreement dated as of Sept. 25, 2020, among Hawaiian, as the borrower, the Company, the guarantors party thereto from time to time, Treasury, and the Bank of New York Mellon, as administrative agent and collateral agent. The Amended Credit Agreement, among certain other things, (i) extends the initial lender's loan commitment termination date from March 26, 2021 to May 28, 2021, and (ii) amends the definition of "Warrants" to include the Warrants issued to Treasury pursuant to the PSP Extension Agreement. About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. As of Sept. 30, 2020, the Company had $4.09 billion in total assets, $962.63 million in total current liabilities, $1.03 billion in total long-term liabilities, $1.38 billion in other liabilities and deferred credits, and $717.21 million in stockholders' equity. * * * As reported by the TCR on July 17, 2020, S&P Global Ratings lowered all ratings on Hawaiian Holdings Inc., including lowering the issuer credit rating to 'CCC+' from 'B', and removed them from CreditWatch, where it placed them with negative implications on March 13, 2020. S&P expects Hawaiian to generate a significant cash flow deficit in 2020 because of COVID-19's impact on air travel. IMMUNSYS INC: Gets Interim OK to Hire Bast Amron as Counsel ----------------------------------------------------------- ImmunSYS, Inc. received interim approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Bast Amron, LLP as its bankruptcy counsel. The firm's services will include: a. advising the Debtor with respect to its responsibilities in complying with the U.S. Trustee's guidelines and reporting requirements and with the rules of the bankruptcy court; b. preparing legal documents; c. protecting the interests of the Debtor in all matters pending before the court; and d. representing the Debtor in negotiations with its creditors and in the preparation and confirmation of a Chapter 11 plan. Jeffrey Bast, Esq., the firm's attorney who will be handling the Debtor's Chapter 11 case, charges an hourly fee of $610. Mr. Bast disclosed in court filings that he and his firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Jeffrey Bast, Esq. Bast Amron LLP One Southeast Third Avenue, Suite 1400 Miami, FL 33131 Tel: 305.379.7904 Email: jbast@bastamron.com About ImmunSYS Inc. ImmunSYS, Inc. -- www.immunsys.com -- is a clinical-stage biopharmaceutical company focused on developing innovative cancer immunotherapy products to improve the lives of patients with metastatic prostate cancer and other metastatic solid tumors. ImmunSYS filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-24196) on Dec. 31, 2020. Igor Keselman, chief executive officer, signed the petition. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $10 million and $50 million. Bast Amron LLP and MDO Partners serve as the Debtor's bankruptcy counsel and special counsel, respectively. IMMUNSYS INC: Seeks to Hire MDO Partners as Special Counsel ----------------------------------------------------------- ImmunSYS, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire MDO Partners as its special counsel. The firm's services will include legal advice on corporate governance matters and the preparation of financing and investment documents. Richard Montes de Oca, Esq., managing partner at MDO Partners, will charge $550 per hour. Mr. Montes de Oca disclosed in a court filing that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Richard Montes de Oca, Esq. MDO Partners 175 SW 7th Street, Suite 1900 Miami, FL 33130 Tel: 305-704-8453 Email: rmontes@mdopartners.com About ImmunSYS Inc. ImmunSYS, Inc. -- www.immunsys.com -- is a clinical-stage biopharmaceutical company focused on developing innovative cancer immunotherapy products to improve the lives of patients with metastatic prostate cancer and other metastatic solid tumors. ImmunSYS filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-24196) on Dec. 31, 2020. Igor Keselman, chief executive officer, signed the petition. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $10 million and $50 million. Bast Amron LLP and MDO Partners serve as the Debtor's bankruptcy counsel and special counsel, respectively. IMPRESSIONS IN CONCRETE: Court Confirms Reorganization Plan ----------------------------------------------------------- Judge Jeffrey P. Norman on Jan. 11, 2021, entered an order confirming the Plan dated Nov. 23, 2020, filed by Impressions in Concrete, Inc. Judge Norman also approved the Disclosure Statement. Impressions in Concrete submitted a Plan of Reorganization. The Plan proposes to pay creditors from future income. Class 5 General Allowed Unsecured Claims totaling $240,684 are impaired. All allowed unsecured creditors will receive a pro rata distribution at zero percent per annum over the next five years beginning not later than Dec. 1, 2021 and continuing every year thereafter for the additional four years remaining on this date. The Debtor will distribute $182,032 to the general unsecured creditor pool over the five-year term of the Plan. Class 5 will recover 75.63% of their allowed claims under the Plan. A full-text copy of the Order dated Jan. 11, 2021, is available at https://bit.ly/39yQAp4 from PacerMonitor.com at no charge. A full-text copy of the Plan of Reorganization dated Nov. 23, 2020, is available at https://bit.ly/39uYtvE from PacerMonitor.com at no charge. About Impressions in Concrete Impressions in Concrete Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 19-35751) on Oct. 11, 2019. At the time of the filing, the Debtor was estimated to have assets of between $500,001 and $1 million and liabilities of the same range. The case is assigned to Judge Jeffrey P. Norman. The Debtor is represented by Russell Van Beustring, Esq., at The Lane Law Firm, PLLC. KAYA HOLDINGS: Subsidiary Opts to Acquire 50% of Greekkannabis -------------------------------------------------------------- Kaya Holdings, Inc.'s majority-owned subsidiary, Kaya Brands International, Inc. has exercised its option to acquire a 50% Interest in Athens, Greece-based Greekkannabis, SA. KBI acquired a 25% interest in GKC through a share transfer agreement with existing shareholders of GKC, which was consummated at close of business on Jan. 11, 2021. The remaining 25% interest is in process of being issued to KBI for a minor amount of paid in capital in recognition of KAYS and KBI's contributions to the project. The acquisition of the 50% interest in GKC is the cornerstone of KAYS' planned Kaya Kannabis project, announced in late 2019 with the objective of establishing a beachhead to enter the lucrative global medical cannabis market from Greece, a member of the European Union. GKC is an Athens, Greece based cannabis company that has been granted a license for the construction of a facility encompassing approximately 225,000 square feet of cannabis cultivation and 80,000 square feet of cannabis processing on 15 acres of land in Thebes, Greece. The Company said, "We believe that GKC has the ability to generate significant revenues and pre-tax income over the next five years, subject to obtaining successful financing, completing construction and obtaining final required licensing. Through its ownership in GKC, the Company expects to grow, process and export medical grade cannabis from the planned Kaya Kannabis facility in Greece to the European Union and other international medical cannabis markets." "GKC and KAYS/ have been collaborating since January 2019," stated Panos Kinnis, GKC's vice president and managing director. "We approached KAYS because we were seeking a partnership with a cannabis company that would provide us with experience, know-how and industry depth. We discovered that KAYS had all the requisite advantages we were seeking without the complexities that came with some of the larger Canadian, Israeli and U.S. firms." "Our expectations in working with the KAYS team have been met and exceeded and we are eager to continue jointly advancing our project," continued Ilias Kammenos, GKC's president and chairman. "We are very pleased and proud to partner with the KAYS family, as after much consideration we see KAYS as the ideal partner to take GKC to the next level through the Kaya Kannabis Project." "Our involvement with the Greek project has been propelled by our honorable and abled Greek partners, who are uniquely positioned to advance the project in Greece, and with whom we have worked cooperatively to develop a large-scale, dynamic and viable medical cannabis cultivation and processing project – propelling KAYS into the major leagues and establishing a new, vibrant player in the European and global cannabis markets," concluded Craig Frank, KAYS' CEO and Chairman. About Kaya Kaya Holdings, Inc. -- http://www.kayaholdings.com-- is a vertically integrated legal marijuana enterprise that produces, distributes, and/or sells a full range of premium cannabis products including flower, oils, vape cartridges and cannabis infused confections, baked goods and beverages through a fully integrated group of subsidiaries and companies supporting highly distinctive brands. As of Sept. 30, 2020, the Company had $2.54 million in total assets, $30.73 million in total liabilities, and a total stockholders' deficit of $28.18 million. M&K CPAS, PLLC, in Houston, TX, the Company's auditor since 2018, issued a "going concern" qualification in its report dated May 13, 2020, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. LAS VEGAS MONORAIL: Pot Plan Approved After $24M Sale ----------------------------------------------------- Daniel Gill of Bloomberg Law reports that the bankrupt Las Vegas Monorail Co. obtained court approval of its liquidation plan following last month's $24 million sale of the transportation system to the Las Vegas Convention and Visitors Authority. The pot plan, approved Monday, January 19, 2021, by Judge Natalie M. Cox of the U.S. Bankruptcy Court for the District of Nevada, will have enough funds to pay unsecured creditors about 90% of roughly $2 million in claims, the monorail's attorney, Gerald M. Gordon of Garman Turner Gordon LLP, said at a virtual hearing. There were no objections to the proposed plan or the supporting disclosure statement. A copy of the Disclosure Statement dated Dec. 3, 2020, is available at https://bit.ly/3bR4ju9 About Las Vegas Monorail Company Las Vegas, Nevada-based Las Vegas Monorail Company, organized by the State of Nevada in 2000 as a nonprofit corporation, owns and manages the Las Vegas Monorail. The monorail is a seven-stop, elevated train system that travels along a 3.9-mile route near the Las Vegas Strip. LVMC has contracted with Bombardier Transit Corporation to operate the Monorail. Though it benefits from its tax-exempt status due to being a nonprofit entity, LVMC claims to be the first privately-owned public transportation system in the nation to be funded solely by fares and advertising. LVMC says it receives no governmental financial support or subsidies. LVMC filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 10-10464) on Jan. 13, 2010. It disclosed $395,959,764 in assets and $769,515,450 in liabilities as of the petition date. LVMC has tapped Garman Turner Gordon LLP as its bankruptcy counsel, Alvarez & Marsal North America, LLC as financial advisor, and Stradling Yocca Carlson & Rauth and Jones Vargas as special counsel. Gordon Silver assists LVMC in its restructuring effort. * * * In April 2010, bondholder Ambac Assurance Corp. lost in its bid to halt the bankruptcy after U.S. Bankruptcy Judge Bruce A. Markell ruled that monorail isn't a municipality and is therefore entitled to reorganize in Chapter 11. U.S. District Judge James Mahan in Reno upheld the ruling in October 2010. In November 2020, the Bankruptcy Court approved the sale of the Debtor's assets comprising the Monorail System to the Las Vegas Convention and Visitors Authority (the "LVCVA"). The sale is comprised of four tranches, being: (i) the approximate amount of $22,225,000 in full satisfaction of the secured claims due UMB for the Conduit Loan and the SBA for the EIDL Loan; (ii) the assumption and payment by the LVCVA of $175,000 in full satisfaction of an Allowed Unsecured Claim incurred resulting from the rejection of the LVM Development Agreement; (iii) the assumption and payment by the LVCVA of two personal injury allowed claims totaling $16,000; and (iv) $1,842,308 in other consideration to the Debtor for distribution pursuant to the Plan. LEXARIA BIOSCIENCE: Reports $713K Loss for 1st Qtr Ended Nov. 30 ---------------------------------------------------------------- Lexaria Bioscience Corp. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss from continuing operations of $713,121 on $295,656 of revenue for the three months ended Nov. 30, 2020, compared to a net loss from continuing operations of $976,106 on $10,332 of revenue for the three months ended Nov. 30, 2019. As of Nov. 30, 2020, the Company had $2.17 million in total assets, $353,296 in total liabilities, and $1.82 million in total stockholders' equity. Lexaria said, "We have suffered recurring losses from operations. The continuation of our Company as a going concern is dependent upon our Company attaining and maintaining profitable operations and/or raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our Company discontinue operations. The recurring losses from operations and net capital deficiency raise substantial doubt about the Company's ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1348362/000164033421000104/lxrp_10q.htm About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a global innovator in drug delivery platforms. Its patented DehydraTECH drug delivery technology changes the way Active Pharmaceutical Ingredients enter the bloodstream, promoting healthier ingestion methods, lower overall dosing, and higher effectiveness for lipophilic active molecules. DehydraTECH increases bio-absorption, reduces time of onset, and masks unwanted tastes for orally administered bioactive molecules, including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), nicotine, and other molecules. Lexaria has licensed DehydraTECH to multiple companies in the cannabis industry for use in cannabinoid beverages, edibles and oral products and to a world-leading tobacco producer for the development of smokeless, oral-based nicotine products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 16 patents granted and over 60 patents pending worldwide. Davidson & Company LLP, in Vancouver, Canada, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Oct. 14, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. LEXARIA BIOSCIENCE: Starts Trading on Nasdaq Capital Market ----------------------------------------------------------- Lexaria Bioscience Corp.'s common stock and warrants began trading on the Nasdaq Capital Market on Jan. 12, 2021, under the symbols "LEXX" and "LEXXW," respectively. Lexaria also priced an underwritten public offering of 1,828,571 units, each unit consisting of one share of common stock and one warrant to purchase one share of common stock at a public offering price of $5.25 per unit (all prices in US$). The shares of common stock and warrants comprising the units are immediately separable and will be issued separately, but will be purchased together. The warrants have an exercise price of $6.58 per share, are immediately exercisable and will expire five years following the date of issuance. The Company has granted the underwriter a 30-day option to purchase up to an additional 274,285 shares of common stock and/or warrants to purchase up to 274,285 shares of common stock. H.C. Wainwright & Co. is acting as the sole book-running manager for the Offering. The gross proceeds of the Offering are expected to be approximately $9.6 million, prior to deducting underwriting discounts and commissions and estimated offering expenses and excluding the exercise of any warrants and the underwriter's option to purchase additional securities. In the event that the underwriter exercises its option to purchase additional securities in full, the Company expects to receive approximately $1.44 million in additional gross proceeds. However, there can be no assurance that the underwriter will exercise its option to purchase additional securities. This Offering was expected to close on or about Jan. 14, 2021, subject to customary closing conditions. All share numbers and pricing information reflect the Company's previously announced 1-for-30 reverse stock split of its common stock, which was effective at 4:30 p.m., Eastern time, on Jan. 11, 2021. The Company intends to use the net proceeds from this Offering for research and development studies, the patent and legal costs associated thereto, and general working capital purposes. About Lexaria Lexaria Bioscience Corp. -- http://www.lexariabioscience.com-- is a global innovator in drug delivery platforms. Its patented DehydraTECH drug delivery technology changes the way Active Pharmaceutical Ingredients enter the bloodstream, promoting healthier ingestion methods, lower overall dosing, and higher effectiveness for lipophilic active molecules. DehydraTECH increases bio-absorption, reduces time of onset, and masks unwanted tastes for orally administered bioactive molecules, including cannabinoids, vitamins, non-steroidal anti-inflammatory drugs (NSAIDs), nicotine, and other molecules. Lexaria has licensed DehydraTECH to multiple companies in the cannabis industry for use in cannabinoid beverages, edibles and oral products and to a world-leading tobacco producer for the development of smokeless, oral-based nicotine products. Lexaria operates a licensed in-house research laboratory and holds a robust intellectual property portfolio with 16 patents granted and over 60 patents pending worldwide. Lexaria reported a net loss and comprehensive loss of $4.08 million for the year ended Aug. 31, 2020, compared to a net loss and comprehensive loss of $4.16 million for the year ended Aug. 31, 2019. As of Nov. 30, 2020, the Company had $2.17 million in total assets, $353,296 in total liabilities, and $1.82 million in total stockholders' equity. Davidson & Company LLP, in Vancouver, Canada, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Oct. 14, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. LIDDLE & ROBINSON: Liquidating Plan Headed for Feb. 25 Hearing -------------------------------------------------------------- Jonathan L. Flaxer, the chapter 11 trustee for the bankruptcy estate of Liddle & Robinson, L.L.P., filed a First Amended Plan of Liquidation and a corresponding Disclosure Statement on Jan. 12, 2021. The Court has scheduled a confirmation hearing on the Plan for Feb. 25, 2021 at 11:00 a.m. To be counted, the completed ballot must be received by 5:00 P.M. (Eastern Time) on Feb. 18, 2021. Objections to confirmation of the Plan, if any, must be in writing and filed with the Court and served, so as to be received no later than 5:00 p.m. (Eastern Time) on Feb. 18, 2021. Throughout the Debtor's Chapter 11 Case, the Trustee has monetized assets for the benefit of the Estate, including collecting outstanding fees owes by then-current and former clients of the Debtor. As of Nov. 30, 2020, the Estate holds approximately $268,400. The Plan is built around a compromise and settlement of the disputes between the Estate and Counsel Financial, the Debtor's secured creditor. As part of this settlement, under the Plan, the Estate and Counsel Financial agree on the treatment of Counsel Financial's secured claims as well as their alleged "diminution in value" claim. During the course of the Chapter 11 Case, the Trustee has investigated, pursued, and resolved numerous potential causes of action on behalf of the Debtor. The Trustee estimates that the Debtor's estate could recover between $2 million and $4 million from the Contingency Cases, in the aggregate. The Trustee believes that the accounts receivable are worth $75,000, although the face value of the potential accounts receivable is significantly higher. In addition, the Trustee anticipates recovering between $300,000 and $710,000 in connection with two cases where the litigation is essentially complete. As to the other three former partners, the Trustee has sent demand letters to each of the former partners seeking $2,720,022 in the aggregate. Under the Plan, Jonathan L. Flaxer will be appointed as the Plan Administrator. The Plan Administrator, on behalf of the Liquidating Debtor, will be responsible for, among other things, liquidating the Liquidating Debtor's remaining assets, and making distributions to holders of Allowed Claims as provided by the Plan. Holders of Allowed General Unsecured Claims will receive a pro rata share of the cash in the Post Confirmation Fund after payment in full of Allowed Administrative Claims (except to the extent that holders of such Claims agree to different treatment), Allowed Priority Claims, Allowed Priority Tax Claims, funding of Reserves, and payment of United States Trustee fees (including Quarterly Trustee Fees), and payments, if any, with respect to the Allowed Counsel Financial Secured Claims in accordance with Section 4.2 of the Plan. A full-text copy of the Disclosure Statement dated January 13, 2021, is available at https://bit.ly/3inJIio from PacerMonitor.com at no charge. Counsel to the chapter 11 trustee: Michael S. Weinstein, Esq. GOLENBOCK EISEMAN ASSOR BELL & PESKOE LLP 711 Third Avenue New York, New York 10017 Tel: (212) 907-7300 About Liddle & Robinson Liddle & Robinson, LLP -- http://liddlerobinson.com/-- was a law firm partnership formed on or about June 4, 1979. Since its formation, the Debtor had a strong litigation practice, led by Jeffrey L. Liddle (“Liddle”), with an emphasis on employment law. Liddle & Robinson sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-12346) on July 22, 2019. The case is jointly administered with the Chapter 11 case of Jeffrey Lew Liddle (Bankr. S.D.N.Y. Case No. 19-10747) filed on March 11, 2019. Judge Sean H. Lane oversees both cases. At the time of the filing, Liddle & Robinson had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Foley Hoag LLP is the Debtor's legal counsel. Jonathan Flaxer was appointed as the Debtor's Chapter 11 trustee. The Trustee is represented by Golenbock Eiseman Assor Bell & Peskoe LLP. MANSIONS APARTMENT: Seeks to Hire Joyce W. Lindauer as Counsel -------------------------------------------------------------- Mansions Apartment Homes at Marine Creek, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Texas to hire Joyce W. Lindauer Attorney, PLLC as its legal counsel. The firm will provide services in connection with the Debtor's Chapter 11 case, which include the preparation of a Chapter 11 plan of reorganization. The firm will be paid at these rates: Joyce W. Lindauer, Esq. $395 per hour Kerry S. Alleyne, Esq. $250 per hour Guy H. Holman, Esq. $205 per hour Paralegals/Legal Assistants $65 - $125 per hour The Debtor paid the firm a retainer of $11,717, which included the filing fee of $1,717. Joyce Lindauer, Esq., disclosed in court filings that she and the members and contract attorneys of her firm are "disinterested" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joyce W. Lindauer, Esq. Kerry S. Alleyne, Esq. Guy H. Holman, Esq. Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 Email: joyce@joycelindauer.com About Mansions Apartment Homes at Marine Creek Mansions Apartment Homes at Marine Creek, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43643) on Nov. 30, 2020. Tim Barton, president of Mansions Apartment, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge: Edward L Morris oversees the case. Joyce W. Lindauer Attorney, PLLC serves as the Debtor's legal counsel. MARSHALL BROADCASTING: Feb. 23 Plan & Disclosure Hearing Set ------------------------------------------------------------ Marshall Broadcasting Group, Inc. filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a motion for entry of an order scheduling a combined hearing on adequacy of Disclosure Statement and confirmation of Plan, and conditionally approving the Disclosure Statement. On Jan. 14, 2021, Judge David R. Jones granted the motion and ordered that: * Feb. 23, 2021, at 1:00 p.m. is the Combined Hearing to consider adequacy of the Disclosure Statement and confirmation of Plan. * The Disclosure Statement is conditionally approved. * The Combined Notice is approved and shall be deemed good and sufficient notice of the Combined Hearing and no further notice need be given. * The Notice of Unimpaired Status is approved. * Feb. 16, 2021, at 5:00 p.m. is the deadline to serve the Release Opt Out Form on counsel for the Debtor if an Unimpaired Holder elects to opt out of the releases. * Feb. 16, 2021 is fixed as the last day to file objections, if any, to adequacy of the Disclosure Statement or confirmation of the Plan. * Feb. 22, 2021 at 5:00 p.m. is fixed as the last day to file any replies to timely filed objections to confirmation of the Plan. A full-text copy of the order entered Jan. 14, 2021, is available at: https://bit.ly/2XQMpzn Co-Counsel to the Debtor: Jason S. Brookner Lydia R. Webb GRAY REED 1300 Post Oak Blvd., Suite 2000 Houston, Texas 77056 Telephone: (713) 986-7000 Facsimile: (713) 986-7100 E-mail: jbrookner@grayreed.com lwebb@grayreed.com - and - David B. Golubchik Eve H. Karasik LEVENE NEALE BENDER YOO & BRILL L.L.P. 10250 Constellation Boulevard, Suite 1700 Los Angeles, CA 90067 Telephone: (310) 229-1234 Facsimile: (310) 229-1244 E-mail: dbg@lnbyb.com ehk@lnbyb.com About Marshall Broadcasting Group Marshall Broadcasting Group, Inc. -- https://mbgroup.tv/ -- is a minority-owned television broadcasting company that owns three full-power television stations in the United States. Marshall Broadcasting Group filed a voluntary Chapter 11 petition (Bankr. S.D. Tex. Case No. 19-367437) on Dec. 3, 2019. The petition was signed by CEO Pluria Marwill Jr. At the time of the filing, the Debtor estimated assets between $50 million and $100 million and liabilities of the same range. Judge David R. Jones oversees the case. Levene, Neale, Bender, Yoo & Brill L.L.P. is the Debtor's bankruptcy counsel. MASON JAR: Unsecured Creditors Will Recover 20% in Plan ------------------------------------------------------- Mason Jar Cafe II, Inc. submitted a Chapter 11 Plan and a Disclosure Statement. The Debtor believes that he will have enough cash on hand on the effective date of the Plan to pay all claims and expenses that are entitled to be paid on that date. The average net profits for the postpetition period of three and a half months averaged $3,464.00 per month, which is enough to pay the plan payments. For the last two weeks of August, the Debtor had a profit of $14,340; lost $8,449 in September, made $9,167 in October, and lost $2,932 in November. So, like most businesses, currently, its profit profile has been up and down. However, the overall net is positive. And business will improve as the pandemic subsides. Under the Plan, the Class 1 Secured claim of Business Backer, LLC, is impaired. Pursuant to a court order, BB's secured claim is set at $96,912, with an unsecured claim of $19,618. BB will receive 60 monthly payments of $1,615 each. The unsecured claim will be part of Class 2, receiving 20% of its claim. Class 2 General Unsecured Creditors are impaired. There are a total of five general unsecured creditors, being paid in the Plan holding claims totaling $239,451. General Unsecured Creditors will receive a total of $47,890 in 20 quarterly payments of $2,395 or approximately 20% of their claims. Any allowed unsecured general claimant scheduled to receive a total distribution of $250 or less shall be paid in a lump sum on the first day of the month following the Effective Date. A full-text copy of the Disclosure Statement dated January 11, 2021, is available at https://bit.ly/38M2yN2 from PacerMonitor.com at no charge. Counsel for the Debtor: Chad Van Horn, Esq. Van Horn Law Group, P.A. 330 N. Andrews Ave., Suite 450 Fort Lauderdale, Florida 33301 (954) 765-3166 (954) 756-7103 (facsimile) Email: Chad@cvhlawgroup.com About Mason Jar Cafe, II Mason Jar Cafe, II, Inc., a Fort Lauderdale, Fla.-based American restaurant, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-18829) on Aug. 17, 2020. At the time of the filing, Debtor had estimated assets of up to $50,000 and liabilities of between $100,000 and $500,000. Judge Peter D. Russin oversees the case. Van Horn Law Group, P.A. is the Debtor's legal counsel. MGBV PROPERTIES: Unsec. Creditors to be Paid in Full Over 5 Years ----------------------------------------------------------------- MGBV Properties, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Disclosure Statement regarding the Plan of Reorganization dated January 14, 2021. This Chapter 11 bankruptcy case has been primarily filed to reorganize and restructure the mortgage loan secured by the real residential property owned by the Debtor and located 3154 Killdeer Ct. Middleburg, FL 32068. In addition, the Debtor intends to provide payment towards its outstanding unsecured creditors in full. Each holder of a Class 1 Priority Claim will be paid in full, upon the later of the effective date of this Plan, or the date on which such claim is allowed by a non-final appealable order, except tax claims that will be paid over 60 months at the statutory interest rate. Class 2 claim of the Bank of America is secured by secured by real residential property of the Debtor located at 3154 Killdeer Ct. Middleburg, FL 32068. The holder of the Class 2 claim shall retain its lien on the property and will receive deferred cash payments equal to $185,000 over 40 years at an annual interest rate of 3.5% with monthly payments of $716.67. All Class 3 Interests shall be retained in the same portion existing as of the Petition Date. The holders of Class 4 General Unsecured Creditors will receive payment of allowed claims in full via quarterly payments over 60 months starting from the Effective Date of the Plan. The Debtor is currently owned by another corporation, MGBV Business Ventures, Inc. The day-to-day operations of the Debtor are managed by its principal, Shawn Moksnes. Except as otherwise provided in the Plan or in the order confirming the Plan, (i) the Debtor will retain all property of the estate and confirmation of the Plan vests all property of the estate in the Debtor, and (ii) after confirmation of the Plan, the property dealt with by the Plan shall be free and clear of any and all liens, claims, and interests of any creditors. A full-text copy of the Disclosure Statement dated Jan. 14, 2021, is available at https://bit.ly/2LLZQOL from PacerMonitor.com at no charge. Counsel to the Debtor: Thomas C. Adam, Esq. ADAM LAW GROUP, P.A. 301 W. Bay Street, Suite 1430 Jacksonville, FL 32202 Tel: (904) 329-7249 E-mail: tadam@adamlawgroup.com About MGBV Properties MGBV Properties, Inc., is a Florida corporation with its principal place of business in Flagler County Florida. Its primary business is real estate investment and property management. Its primary business consists of purchasing income producing residential real properties. The Debtor filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02901) on Sept. 30, 2020, listing under $1 million in both assets and liabilities. Thomas C. Adam, Esq. at THE ADAM LAW GROUP P.A. serves as the Debtor's counsel. MOHEGAN TRIBAL: Launches Private Offering of $1.175B Senior Notes ----------------------------------------------------------------- Mohegan Gaming & Entertainment has commenced a private offering of $1.175 billion aggregate principal amount of second priority senior secured notes due 2026. The consummation of the Offering is conditioned on, among other things, MGE's replacement of its existing senior secured credit facilities with a new revolving credit facility, or an amendment and restatement of the Senior Secured Credit Facilities into a new revolving credit facility, in either case with commitments of not less than $250 million prior to or substantially concurrent with the Offering. The net proceeds from the Offering and borrowings under the New Senior Secured Credit Facility, together with cash on hand, will be used to fund the repayment, satisfaction and discharge of certain existing indebtedness of MGE, including all loans outstanding under the Senior Secured Credit Facilities, all obligations in respect of MGE's Main Street term loan facility and MGE's debt to the Mohegan Tribe in respect of certain subordinated loans, and to pay related fees and expenses. The Notes will be guaranteed by certain of the Company's subsidiaries. The Offering will be made only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes will be subject to restrictions on transferability and resale and may not be transferred or resold, except in compliance with the registration requirements of the Securities Act or pursuant to an exemption therefrom and in compliance with other applicable securities laws. The Notes will not be registered under the Securities Act or any state or other securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. About Mohegan Tribal The Mohegan Tribal Gaming Authority d/b/a Mohegan Gaming & Entertainment -- http://www.mohegangaming.com-- is primarily engaged in the ownership, operation and development of integrated entertainment facilities, both domestically and internationally, including: (i) Mohegan Sun in Uncasville, Connecticut, (ii) Mohegan Sun Pocono in Plains Township, Pennsylvania, (iii) Niagara Fallsview Casino Resort, Casino Niagara and the 5,000-seat Niagara Falls Entertainment Centre, all in Niagara Falls, Canada, (iv) Resorts Casino Hotel in Atlantic City, New Jersey, (v) ilani Casino Resort in Clark County, Washington, (vi) Paragon Casino Resort in Marksville, Louisiana and (vii) INSPIRE Entertainment Resort, a first-of-its-kind, multi-billion dollar integrated resort and casino under construction at Incheon International Airport in South Korea. Mohegan Tribal reported a net loss of $162.02 million for the fiscal year ended Sept. 30, 2020, compared to a net loss of $2.38 million for the fiscal year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $2.71 billion in total assets, $2.77 billion in total liabilities, and a total capital of $67.99 million. Deloitte & Touche LLP, in Hartford, Connecticut, the Company's auditor since 2018, issued a "going concern" qualification in its report dated Dec. 29, 2020, citing that certain tranches of the Company's senior secured credit facilities mature on Oct. 13, 2021, and the Company has determined that it will need to refinance these near-term maturities in order to meet the debt obligations at maturity, and the Company expects that without such a refinancing it is probable that it will not have sufficient liquidity to meet those debt obligations, and it may not be able to satisfy its financial covenants under the senior secured credit facilities. These conditions and events, when considered in the aggregate raise substantial doubt about the Company's ability to continue as a going concern. * * * As reported by the TCR on May 14, 2020, S&P Global Ratings lowered all of its ratings on casino operator Mohegan Tribal Gaming Authority (MTGA) and hotel owner Mohegan Tribal Finance Authority (MTFA), including its issuer credit ratings, by one notch to 'CCC+' from 'B-' and removed the ratings from CreditWatch, where it placed them with negative implications on March 20, 2020. "We believe the spike in MTGA's leverage in 2020 and our expectation for a slow recovery increase its refinancing risks over the next 12-18 months given that its $250 million revolver, $257 million term loan A, and the proposed $100 million incremental term loan A all mature in October 2021. We anticipate that MTGA may have difficulty refinancing this debt on favorable terms because we believe it may take multiple years for its cash flow to return to pre-pandemic levels," S&P said. In April 2020, Moody's Investors Service downgraded Mohegan Tribal Gaming Authority's Corporate Family Rating to Caa2 from B3. The downgrade reflects that significant pressure on earnings and free cash flow will increase leverage and elevate default risk. NATIONAL RIFLE ASSOCIATION: Moving to Texas After Suit in NY ------------------------------------------------------------ Matthew Fischer of the Jurist reports that the National Rifle Association (NRA) announced Friday, Jan. 15, 2021, in a press release that it filed Chapter 11 bankruptcy and will reincorporate in Texas. The association claims that the move is a part of strategic maneuvering for its betterment. This kind of maneuvering is legally permitted when an organization files Chapter 11 bankruptcy. According to the press release, the NRA blames "what it believes is a corrupt political and regulatory environment in New York." It mentions that the move to Texas will enable the nonprofit to start down a new path with more sustained growth and continued success. The NRA aims to move quickly through the restructuring process while utilizing "the protection of the bankruptcy court," which may enable it to "dump New York." It asserts that this is merely a chess move to avoid New York's "toxic politics," not a response to financial challenges because this move comes "at a time when the NRA is in its strongest financial condition in years." Critics are questioning the act because of the recent lawsuit against the NRA by New York Attorney General Letitia James that claims that the executives have been diverting charitable contributions made to the organization to their own pockets. New York Rep. Alexandria Ocasio-Cortez said on Friday, "We filed suit against the NRA because they were diverting funds from this charitable organization for their own personal use and we will continue our effort because this organization has gone unchecked for years and it's critically important that we continue to hold them accountable, even in bankruptcy court." The restructuring move is not supposed to change any functions of the NRA and is supposed "to streamline costs and expenses, proceed with pending litigation in a coordinated and structured manner, and realize many financial and strategic advantages." NRA President Carolyn Meadows said that "the plan allows us to protect the NRA and go forward with a renewed focus on Second Amendment advocacy." NRA CEO Wayne LaPierre said that "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." He did not mention the lawsuit against the association. 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. NEW SEASONG: Claims Will be Paid From Rental Proceeds ----------------------------------------------------- New Seasong, LLC filed with the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, a Plan of Reorganization and a Disclosure Statement on Jan. 14, 2021. A hearing on the Disclosure Statement is scheduled for Feb. 22, 2021 at 11:00 a.m. The Debtor is the owner of a piece of real property located at 925 Willacy Circle, Cedar Hill, Texas. The Debtor was formed in October 2019 for the purpose of purchasing the Property. The Debtor acquired the Property for $95,000. The purchase price was comprised of $35,000 put in by the owners of the Debtor and a loan for $60,000. The Debtor borrowed the $60,000 from RJMG Fund, LLC. The Debtor secured the repayment of the Note with a lien on the Property. The Debtor asserts that it made the payments required under the Note until the spring of 2020 when RJMG refused to accept payments and posted the Property for foreclosure. This bankruptcy was filed to preserve the Debtor's interest in the Property. Class 4 consists of the Allowed Secured Claim of RJMGFund, LLC ("RJMG"). On Oct. 2, 2019, the Debtor executed that certain Promissory Note in the original principal amount of $60,000 in favor of RJMG ("Note"). The Note was secured by that certain Deed of Trust dated Oct. 3, 2019 covering certain real property more fully described in the Deed of Trust, commonly known as 925 Willacy Circle, Cedar Hill, Texas ("Property"). The Note provided the Debtor would make payments of principal and interest in the amount of $600 per month. The Note would mature on Nov. 1, 2021. RJMG has not filed a Proof of Claim. The Debtor will allow the RJMG secured claim in the amount of $60,000 ("RJMG Indebtedness"). The Debtor will repay the RJMG Indebtedness in full in 120 equal monthly payments with interest at the rate of 5% per annum commencing on the Effective Date. RJMG will retain its present lien on the Property. Upon payment in full the Class 4 Claim, RJMG will release its lien on the Property. The Debtor has entered into an agreement, subject to Court approval to rent the Property at a rate of $1,100 per month. On or about Dec. 28, 2020, the Court required the Debtor to make monthly payments to RJMG in the amount of $600 commencing on Jan. 1, 2021. The Debtor will also be required to escrow funds for taxes for the 2021 tax year. The Debtor is current with the payments required under the Court's Order. The Debtor is currently owned by Oralia Rios. Ms Rios does not receive any salary from the Debtor. Upon confirmation the ownership will remain with Mrs. Rois. The Debtor will continue to rent the Property. The rental proceeds will be used to pay the amount necessary to pay the Allowed Claims of Class 2 through 4. The Disclosure Statement did not identify any non-priority unsecured claims. A full-text copy of the Disclosure Statement dated Jan. 14, 2021, is available at https://bit.ly/2NaPKao from PacerMonitor.com at no charge. Attorneys for the Debtor: Eric A. Liepins, Esq. Eric A. Liepins P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 About New Seasong New Seasong LLC is the owner of a piece of real property located at 925 WillacyCircle, Cedar Hill, Texas. It was formed in October 2019 for the purpose of purchasing the Property. Based in Cedar Hill, Texas, New Seasong sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32105) on Aug. 19, 2020, listing under $1 million in both assets and liabilities. The Debtor is represented by Eric A. Liepins, P.C. NSITE VENTURES: Unsecured Creditors to Recover 100% in Plan ----------------------------------------------------------- [N]Site Ventures, LLC, filed a Plan of Reorganization and a Disclosure Statement on Jan. 13, 2021. The Debtor's business has stabilized and is seeking to pay 100% to creditors of allowed, non-disputed, liquidated and non-contingent debt. Debt at issue is approximately $570,000 of unsecured debt. The Debtor estimates wholesale value of inventory on hand is approximately $430,000. The Debtor also owns certain fixtures estimated to worth $24,099 as well as office inventory scheduled for $31,484. Finally, there is a forklift worth $1000. The Debtor has approximately $350,000 money on hand. Debtor does not have any secured or priority debt. Debt to be paid are allowed unsecured debt. Debts that are contingent, disputed or unliquidated will not be paid distribution. The Debtor's plan is to pay unsecured debt ($609,000) on or before May 2021. The allowed unsecured claims will be paid 100%. A full-text copy of the Disclosure Statement dated Jan. 13, 2021, is available at https://bit.ly/3nNqXpp from PacerMonitor.com at no charge. Attorney for the Debtor: Corey B. Beck The Law Office of Corey B. Beck, P.C. 425 South Sixth Street Las Vegas, Nevada 89101 Tel: (702) 678-1999 Fax: (702) 678-6788 E-mail: becksbk@yahoo.com About [N]Site Ventures [N]Site Ventures, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 20-12931) on June 18, 2020, disclosing under $1 million in both assets and liabilities. The Debtor is represented by Corey B. Beck, Esq. NUZEE INC: Board Grants Shanoop Kothari 152,215 Restricted Shares ----------------------------------------------------------------- The Compensation Committee of the Board of Directors of NuZee, Inc. granted to Shanoop Kothari an award of 152,215 restricted shares of the Company's common stock under the NuZee, Inc. 2019 Stock Incentive Plan. The Restricted Shares were granted in connection with the Committee's determination of Mr. Kothari's annual compensation. The Restricted Shares vest as follows: (i) 50,739 Restricted Shares vested immediately; (ii) 50,739 Restricted Shares will vest on March 31, 2021; and (iii) 50,737 Restricted Shares vest on March 31, 2022. Pursuant to the award agreement for the Restricted Shares, in the event of a Change in Control of the Company or a termination of Mr. Kothari's employment by the Company without Cause (in each case, as defined in the 2019 Plan), the Company shall immediately accelerate vesting of 100% of the Restricted Shares that remain unvested at the time of such event. About Nuzee NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company and a single-serve pour-over coffee producer and co-packer. The Company owns sophisticated packing equipment developed in Asia for pour over coffee production and it believes its long-standing experience with this equipment and associated pour over filters, and its relationships with their manufacturers provide the Company with an advantage over its North American competitors. Nuzee reported a net loss of $9.52 million for the year ended Sept. 30, 2020, compared to a net loss of $12.21 million for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $8.17 million in total assets, $1.78 million in total liabilities, and $6.39 million in total stockholders' equity. OELWEIN COMMUNITY: Unsecured Creditors Will Get 12% Dividend ------------------------------------------------------------ Oelwein Community Healthcare Foundation d/b/a HealthFirst Medical Park and HealthFirst Medical filed a Modified Combined Plan of Reorganization and Disclosure Statement on January 14, 2021. The Modified Combined Plan and Disclosure Statement discusses how the Class 2 Claim of Veridian shall retain its pre and postpetition lien interests with respect to the collateral securing Veridian's claim until such time as Veridian's claim has been paid in full. Veridian's prepetition mortgage interest remains unmodified, and Veridian will retain its mortgage on the Debtor's real estate until its claim is paid in full. Veridian releases its lien on funds currently in the Debtor in Possession account ("DIP Funds") in resolution of the Debtor's potential preferential transfer claim, for which Veridian denies liability. Releasing the DIP Funds will fully resolve any preference claim against Veridian. The DIP Funds will be available for Plan payments. Veridian will not make a claim with regard to the DIP Funds. The Debtor and Veridian acknowledge and agree that the value of the Debtor's property is $4,486,247. Veridian so acknowledges and agrees, solely for the purpose of Plan confirmation and to achieve an amicable resolution of Veridian's claim. As of Nov. 30, 2020, the Debtor had $85,814 in its Debtor in Possession account. The Debtor will pay the Class 4 which consists of former employees with claims for wages and benefits in full on the Effective Date. The Modified Combined Plan and Disclosure also discussed the changes made to the Class 5 which consists of all allowed nonpriority unsecured creditors, any party to a contract or unexpired lease rejected postpetition, and the Claims of the Class 3 creditors. The Debtor will pay the allowed amount of the Class 5 Claims to the extent that there are surplus funds available after the administrative claims, the unclassified claims, and Classes 1, 2, and 4 have been paid, and operating expenses and maintenance reserve have been paid. The Debtor anticipates holding $15,000 in reserve to cover expenses. In December of each year of the Plan after the Effective Date, the Debtor will calculate the amount of funds available to pay to Class 5 Claimants. Said payments will be made yearly on December 31 of each year for the five years of the Plan commencing the December after the Class 4 Claimants are paid in full, from any available funds after operating expenses are paid and excluding the maintenance reserve will be paid pro rata to the Class 5 creditors. All Class 5 payments will cease after five years. The Debtor's budget anticipates that there will be funds available for the payment to Class 5 Claimants. The dividend amount will be subject to the assessment of real estate taxes. Initially, the Debtor was not liable for real estate taxes due to its incorporation as a non-profit organization. The Debtor's cessation of operations and renting of the facilities has resulted in Fayette County assessing the real estate as a commercial property. The lease with the Buchanan County Health Center is a modified triple net lease. The tenant pays all real estate taxes in the first two years of the lease and the Debtor contributes to payment of taxes in years three through five of the lease. Additionally, some of the Class 5 Claims are subject to objection. After the Class 4 Claims are paid in full distribution will be made to the Class 5 Claimants. The Debtor estimates the current amount of allowable Class 5 Claims to be $1,716,236. The claims of the Donald Woods Trust and Larry and Julia Woods are anticipatory based on guaranties that have not matured. It is anticipated that if the guaranties are paid then the guarantors will step into the shoes of the creditor for the claims that were guaranteed. Boomerang Corp and StewartScape did not file proofs of claims. Because their claims were scheduled as disputed the claims are not allowed. It appears that approximately $308,000 will be available for distribution to Class 5 Creditors over the life of the Plan. The Debtor estimates that the minimum dividend amount to Class 5 will be approximately 12%. The Debtor has entered into a lease with Buchanan County Health Center for the use of the Debtor's facilities. Additionally, Buchan County Health Center bought certain equipment on contract from the Debtor prior to the commencement of the bankruptcy case. Veridian has a security interest in the proceeds from the equipment and the lease. The Debtor will use the income from the lease and the sales contract to fund the Plan. The lease is a 10-year lease commencing on Sept. 1, 2019. The lease provides that Buchanan County Health Center will pay the full amount of the real estate taxes in the first and second year of the lease by increasing the monthly payment to the Debtor in the amount of 1/12 of the real estate tax liability. In the third, fourth and fifth years of the lease, the Debtor will pay $20,000 of the real estate tax and the tenant will pay the balance. The current tax assessment for the real estate is shown as $0.00 on the Fayette County Assessor site. If and when a greater amount of tax is assessed the Debtor may appeal the determination by Fayette County. A full-text copy of the Modified Combined Plan of Reorganization and Disclosure Statement dated Jan. 14, 2021, is available at https://bit.ly/39L0x2z from PacerMonitor.com at no charge. Attorney for the Debtor: DAY RETTIG MARTIN, P.C. Ronald C. Martin PO Box 2877 Cedar Rapids, Iowa 52406-2877 Tel: (319) 365-0437 Fax: (319) 365-5866 E-mail: ronm@drpjlaw.com About Oelwein Community Oelwein Community Healthcare Foundation is a non-profit group that provides health care services. It is the owner of a real property located at 2405 Rock Island Road, Oelwein, Iowa, having an appraised value of $3.97 million. Oelwein Community filed for Chapter 11 bankruptcy protection (Bankr. N.D. Iowa Case No. 19-01726) on Dec. 10, 2019. In the petition signed by W. Wayne Saur, president, the Debtor reported $4,024,812 in assets and $7,750,439 total liabilities. The Debtor is represented by Ronald C. Martin, Esq., at Day Rettig Martin, P.C. OPTIMIZED LEASING: BMO Harris Opposes Amended Disclosures --------------------------------------------------------- BMO Harris Bank N.A. 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. The Bank is entitled to an administrative expense claim in the amount of $317,828 relating to the Debtor's postpetition use of certain vehicles leased by the Bank to the Debtor. The Bank has agreed to repeated continuances to allow it and the Debtor to reach an agreement regarding its administrative expense claim, but no such agreement has been reached. The Bank objects to the Amended Disclosure Statement because it provides no details about the payment of administrative expenses relating to rejected leases. The Amended Disclosure Statement fails to set forth the amount of the administrative expense claims that will be paid or how those amounts will be paid. The Bank claims that the Amended Disclosure Statement fails to articulate the terms of any agreement with the Bank or any other Holder of an Allowed Rejected Lease Administrative Expense Claim and fails to address the amount and timing of any payments under the Amended Plan. The Bank asserts that the Amended Disclosure Statement fails to provide adequate information to enable the Bank to understand the pros and cons of confirming the proposed Amended Plan. The Bank further joins in the objections filed by the Debtor's other creditors to the extent those objections are not inconsistent with the relief requested in this Objection. A full-text copy of the Bank's objection dated Jan. 14, 2021, is available at https://bit.ly/3pbM4DH from PacerMonitor.com at no charge. Attorney for BMO Harris: HUSCH BLACKWELL LLP 1900 N. Pearl Street, Suite 1800 Dallas, TX 75201 Tel: (214) 999-6100 Fax: (214) 999-6170 Buffey E. Klein E-mail: Buffey.Klein@huschblackwell.com 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. PACIFIC ALLIANCE: Seeks to Hire Robert Hunter as Accountant ----------------------------------------------------------- Pacific Alliance Corporation seeks approval from the U.S. Bankruptcy Court for the District of Utah to hire Robert Hunter & Associates, P.C. to address tax issues and provide other accounting services. The firm will be paid at these rates: Robert Hunter $280 per hour Other accounting professionals $140 per hour Paraprofessionals $60 per hour Robert Hunter, a certified public accountant, disclosed in court filings that his firm neither represents nor holds an interest adverse to the Debtor and its estate. The firm can be reached through: Robert Hunter, CPA Robert Hunter & Associates, P.C. 13961 Minuteman Dr Ste 350 Draper, UT 84020-8086 Phone: (801) 523-2220 About Pacific Alliance North Salt Lake, Utah-based Pacific Alliance Corporation is the holding company for Superior Filtration Products, LLC and Star Leasing Inc. Superior Filtration is a manufacturer of commercial, industrial and residential air filters, housing and frames. Star Leasing is in the trucking industry and is a general commodity carrier. Pacific Alliance filed a Chapter 11 petition (Bankr. D. Utah Case No. 17-28911) on Oct. 12, 2017. Pacific Alliance President Steven K. Clark signed the petition. At the time of filing, the Debtor disclosed $2.80 million in assets and $3.38 million in liabilities. Judge Kimball R. Mosier presides over the case. Durham Jones & Pinegar, P.C. and Robert Hunter & Associates, P.C. serve as the Debtor's legal counsel and accountant, respectively. PARAMOUNT INVESTING: Feb. 25 Hearing on Disclosure Statement ------------------------------------------------------------ A hearing on the adequacy of the Disclosure Statement of Paramount Investing, LLC will be held before the Honorable Kathryn C. Ferguson on February 25, 2021 @ 2:00 p.m. in Courtroom No. 2, Clarkson S. Fisher Courthouse, 402 East State Street, Trenton, NJ 08608. Written objections to the adequacy of the Disclosure Statement must be filed and served no later than 14 days prior to the hearing before this Court. About Paramount Investing Paramount Investing, LLC, was formed as a New Jersey limited liability company by Brandon C. Rothwell. Paramount was formed for the purpose of acquiring title to, owning and managing the property located at 8 Catalpa Lane, Willingboro, New Jersey 08046. The Debtor sought Chapter 11 protection (Bankr. D.N.J. Case No. 20-18204) on July 1, 2020, listing less than $1 million in both assets and liabilities. Scott E. Kaplan, Esq., LAW OFFICES OF SCOTT E. KAPLAN, LLC, is the Debtor’s counsel. PARK PLACE: Feb. 17 Hearing on Disclosure Statement Set ------------------------------------------------------- Robert Nistendirk, the Chapter 11 trustee for debtor Park Place Properties, LLC, filed a Plan of Liquidation and a Disclosure Statement on Dec. 29, 2020. On Jan. 13, 2021, Judge Mckay Mignault entered an order setting at 1:30 p.m. on Feb. 17, 2021 via Telephone conference to consider and act upon approval of the proposed Disclosure Statement and any timely filed objection thereto. Feb. 10, 2021 is set as the last day to file and serve any written objections to the proposed Disclosure Statement. About Park Place Properties Park Place Properties, LLC, a single-member LLC founded in 1997 by John C. Spence, owns the Properties that consist of the Park Place Apartments; the Park Place Office; and the Flower Shop. The Flower Shop Property located at 3208-3210 Piedmont Road, in Huntington, West Virginia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-30186) on April 30, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $1 million. Judge Frank W. Volk oversees the case. Caldwell & Riffee is the Debtor's bankruptcy counsel. Robert L. Nistendirk was appointed as the Debtor's Chapter 11 trustee. The Trustee is represented by Steptoe & Johnson PLLC. POINT LOOKOUT: Seeks Approval to Hire Real Estate Agent ------------------------------------------------------- Point Lookout Marine Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to employ David Kaufmann, a real estate agent at Exit On The Bay Realty. The Debtor requires the services of a real estate agent to sell its property located at 16244 Millers Wharf Road, Ridge, Md. Mr. Kaufmann will receive a 6 percent commission on the sale price. In court papers, Mr. Kaufmann disclosed that he is a disinterested person within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Kauffman can be reached at: David Kaufmann Exit On The Bay Realty 321 Saddler Rd. Grasonville, MD 21638 Phone: +1 443-223-3026 About Point Lookout Marine Properties Point Lookout Marine Properties, Inc. is the owner of fee simple title to real property and improvements located at 16244 Whitaker Court St. Inigoes, Md., having a current value of $1.7 million. Point Lookout Marine Properties filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-20986) on Dec. 24, 2020. Joseph N. Salvo, president of Point Lookout, signed the petition. At the time of the filing, the Debtor disclosed total assets of $1,700,000 and total liabilities of $1,993,421. Cohen Baldinger & Greenfeld, LLC serves as the Debtor's legal counsel. PREIT: Sells Portion of Moorestown Mall Property to NRP Group ------------------------------------------------------------- Katie Park of The Philadelphia Inquirer reports that PREIT is selling part of its Moorestown Mall property in Moorestown, New Jersey, to develop into hotel and apartments. The NRP Group, a developer in Ohio, has agreed to buy 4 acres of the land the Moorestown Mall sits on as the South Jersey mall has struggled to make money, especially during the pandemic, the Pennsylvania Real Estate Investment Trust said Thursday, January 14, 2021. The Moorestown Mall will undergo significant changes, with developers creating a hotel and as many as 1,605 apartments. PREIT had said earlier this week that it would sell land to multifamily developers but did not indicate who those developers were. NRP is expected to pay $8 million for the four acres, said Heather Crowell, a spokesperson for PREIT. The company did not indicate who the other multifamily developers would be. The "densification program," as PREIT called it, is expected to garner more than $150 million, which would help lower the amount of debt the organization has accumulated and be a source for liquidity. PREIT, the most dominant mall owner in Philadelphia and its collar counties, said in November 2020 that it had filed for Chapter 11 bankruptcy, a preliminary step to restructuring, with one of its goals to add $150 million in additional borrowing. The state of the long-struggling company declined further in October when its shares had dropped to below $1 apiece on average for 30 days, violating its agreement with the New York Stock Exchange. The violation left PREIT at risk of losing its NYSE listing, but the company retained its spot after its share price stabilized as it emerged from bankruptcy with new leeway from its creditors. In its attempt to bolster its finances, PREIT also has sought a deal to sell off part of the former Strawbridge & Clothier building in Center City. PREIT said the first stage of its new project at the Moorestown Mall is expected to be the construction of 375 apartments and a hotel. PREIT said it also then is anticipated to finish building 350 housing units at Exton Square in Chester County. The completion at Exton Square will allow PREIT to begin building for a second stage of development at the Moorestown Mall. PREIT saw a $16.5 million dip in revenue in its third quarter due to bankruptcies, store closings, and rent abatements for tenants who struggled to pay rent as the number of customers dropped off rapidly during the COVID-19 pandemic, according to the company’s third-quarter earnings report released Nov. 6, 2020. Funds from operation from July to Sept. 30, 20020 clocked in at 12 cents per diluted share and partnership units, a decrease from 63 cents at the same time in 2019. About PREIT Pennsylvania Real Estate Investment Trust (NYSE:PEI) is a publicly traded real estate investment trust that owns and manages innovative properties at the forefront of shaping consumer experiences through the built environment. PREIT's robust portfolio of carefully curated retail and lifestyle offerings mixed with destination dining and entertainment experiences are located primarily in densely-populated, high barrier-to-entry markets with tremendous opportunity to create vibrant multi-use destinations. On the Web: http://www.preit.com/ PREIT and certain of its affiliates filed a voluntary Chapter 11 petition in the United States Bankruptcy Court for the District of Delaware (Bankr. D. Del. Case No. 20-12737) on Nov. 1, 2020, to implement its prepackaged Chapter 11 plan. The Debtors have tapped DLA Piper LLP (US) LLP and Wachtell, Lipton, Rosen & Katz as their legal counsel, and PJT Partners LP as their financial advisor. PREIT's claims agent is Prime Clerk, maintaining the page https://cases.primeclerk.com/PREIT QUARTERS PROPERTIES: U.S. Expansion Ends in Chapter 7 Bankruptcy ---------------------------------------------------------------- QUARTERS Properties USA, Inc., f/k/a Medici Living, Inc., along with its affiliates, sought Chapter 7 protection in New York (Bankr. S.D.N.Y. Case No. 21-10081) on Jan. 15, 2021. Ten related entities filed for Chapter 7 liquidation: Case No. -------- Medici 326 Grand LLC 21-10073 Medici 1150 N. American Street LLC 21-10074 Medici 171 N. Aberdeen LLC 21-10075 Medici 186 N. 6th LLC 21-10076 Medici 251 Dekalb LLC 21-10077 Medici 320 Florida LLC 21-10078 Medici 629 E. 5th LLC 21-10079 Medici 890-911 Jefferson Avenue LLC 21-10080 QUARTERS Properties USA, Inc. 21-10081 Quarters Services USA, LLC 21-10082 The Debtors' attorneys: David S. Catuogno K&l Gates LLP Tel: 973-848-4001 E-mail: david.catuogno@klgates.com The Real Deal reports that eight properties and two additional limited liability companies tied to the German co-living firm Quarters filed for Chapter 7 bankruptcy. Under Chapter 7 bankruptcy, companies cease operation and liquidate all assets to repay creditors. The Real Deal notes that the eight Quarters properties owned by LLCs that filed for bankruptcy are located in New York City, Washington, D.C., Philadelphia and Chicago. It's unclear how many tenants live in the eight buildings, but there are at least 449 rooms that are being rented out per Quarters’ website. In each building, Quarters leased the space from the building owner and then subleased the units to individual tenants, filings say. In New York, there appear to be four properties Quarters was actively leasing through its Web site: 324 Grand Street in the Lower East Side; 629 East 5th Street in the East Village; 911 Jefferson Avenue in Bedford-Stuyvesant; and 186 North 6th Street in Williamsburg. Quarters' D.C. building is fully leased up, according to its website, and while its West Loop building in Chicago was still looking for tenants as on Monday. Two of the bankrupt properties had yet to begin leasing. One of them was located in Philadelphia, and the other was in the Brooklyn neighborhood of Clinton Hill at 251 DeKalb Avenue. At the height of the pandemic in New York, Quarters' landlord at the DeKalb building sued the co-living company last spring for trying to terminate its 10-year lease to operate the property. The case is still ongoing. Combined, the 10 LLCs estimate between $1 million and $5 million in liabilities and less than $500,000 in assets, according to the Chapter 7 filings. $300M for U.S. Expansion Quarters is a co-living startup that offers short-term, turnkey, services- and amenities-rich, community style urban housing. Quarters offers co-living in the form of rooms and shared apartments inside buildings with community-focused common spaces. With flat rates and flexible monthly leases for as little as three months, Quarters offers something like a college dorm for adults, with living accommodations and social activities combined in the same building. Esther Bahne is Co-CEO and CMO at Quarters Co-Living; and is founder of A/D/O, co-living brand MINI LIVING, and startup accelerator URBAN-X. According to the Real Deal, Quarters, which is the co-living brand of Berlin-based Medici Living Group, raised $300 million for its push into the U.S. in early 2019. That came on the heels of raising $1.4 billion to expand in Europe. Founded in 2012, the company pitched itself as "the WeWork of co-living" and the largest global operator of the shared living concept, which rents furnished rooms in shared apartments to tenants. Flush with funding, the company said in 2019 it was aiming to open 9,000 rooms with its building partners globally. As of last year, Quarters' Web site said the company had 5,000 co-living rooms within its portfolio worldwide. The company now claims to be operating 3,000 rooms with 95 percent occupancy. QUINCY STREET I: Taps Miles & Stockbridge as Special Counsel ------------------------------------------------------------ Quincy Street Townhomes I, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Columbia to hire Miles & Stockbridge P.C. as special litigation counsel. The Debtors require legal assistance to determine what interest, if any, the estate of Carrie B. Tucker may still have in the Debtors' property located at 431 Quincy St., NW, in the District of Columbia. Ms. Tucker was the previous owner of the real property. Miles & Stockbridge will be paid at these rates: Principals $400 - $975 per hour Intellectual Property Professionals $200 - $785 per hour Special Tax Counsel $585 - $975 per hour Associate $265 - $495 per hour Staff Attorney/Of Counsel $295 - $875 per hour Paralegal $190 - $385 per hour Law Clerks & Law Graduates $190 - $340 per hour As disclosed in the court filings, Miles & Stockbridge does not represent any interest adverse to the Debtors' estate. The firm can be reached through: Bradford Bernstein, Esq. Miles & Stockbridge P.C. 100 Light Street Baltimore, MD 21202 Tel: 410 727-6464 About Quincy Street Townhomes I Washington, DC-based Quincy Street Townhomes I, LLC is engaged in activities related to real estate. Quincy Street Townhomes I and its affiliates, Quincy Street Townhomes II, LLC and Potomac Construction Flats, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.D.C. Lead Case No. 19-00826) on Dec. 16, 2019. At the time of the filing, Quincy Street Townhomes disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Martin S. Teel, Jr. oversees the cases. Whiteford, Taylor & Preston L.L.P. and Miles & Stockbridge P.C. serve as the Debtors' bankruptcy counsel and special litigation counsel, respectively. RAMARAMA INC: Unsecured Creditors to Recover 100% in Six Months --------------------------------------------------------------- Ramarama, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, an Amended Chapter 11 Plan of Reorganization and a Disclosure Statement on January 14, 2021. Ramarama was formed in January 2016. Its sole member-manager is Mark Bullock. In the five years since its inception, the Debtor has purchased four properties in Durham: 110 Chestnut Street, 923 Ramseur Street, 1105 Scout Drive, and 1343 Ellis Road. The Chestnut Street and Scout Drive properties were sold prepetition, 923 Ramseur Street has been sub-divided and developed, and 1343 Ellis Road remains in its pre-development phase. The 923 E. Ramseur was sub-divided into six lots assigned in the addresses 919, 921, 925, 927, 929, and 931. Following that sub-division, 919 was sold as an undeveloped lot, 925 remains undeveloped, and four single-family homes on the remaining lots have been constructed. Those properties were listed for sale in early 2020 at price-points at near $499,000. When the Covid-19 pandemic struck, the Debtor found that it was unable to sell these properties and the secured lenders began foreclosure proceedings. This bankruptcy proceeding was filed to give the Debtor additional time to market and sell those properties. Since the filing of the case, the Debtor has agreed to the lifting of the automatic stay as to 929 Ramseur. It is also under contract for the sale of 921 Ramseur. The remaining Ramseur properties remain assets of the Debtor subject to this reorganization. At the time of the purchase of Ellis Road on Nov. 1, 2017, the Debtor obtained a loan from Valley Song Home Redevelopment Trust Number 1343 for Ellis Road for $350,000 secured by the property. The Debtor firmly believes that the best-use value of the Ellis Road property exceeds the loan balance of Valley Song and that surrendering the property to Valley Song represents the indubitable equivalence of its claim such that the second-position liens encumbering the Ramseur Street properties should be deemed satisfied. Priority tax claimants and mortgage holders Carolina Hard Money's $300,171 claim secured by 921 Ramseur Street are unimpaired. California Hard Money's $92,770 claim secured by 925 Ramseur Street will be paid $50,000 from a construction loan to be obtained 6 months from the Effective Date. Groundfloor Holdings' $301,526 claim secured by 927 Ramseur Street will be paid in full from a sale of the property within six months. The $353,819 claim of Groundfloor Holdings secured by the 929 Ramseur Street property will be paid from the surrender of ownership in the property. The $352,716 claim of Groundfloor Holdings secured by the 931 Ramseur Street property will be paid in installments with a balloon payment two years from the Effective Date. The $579,014 secured claim of Valley Song Home Redevelopment will be paid by the Debtor's surrender of the property at 1343 Ellis Road in Durhmam. General unsecured creditors including Credle Engineering Company ($1,350) and IRS ($10,000) will be paid in full on the six months following the Effective Date. The Debtor will make payments under the Plan by the continued operations and profit of the business. A full-text copy of the Disclosure Statement dated Jan. 14, 2021, is available at https://bit.ly/35PVblN from PacerMonitor.com at no charge. A copy of the Amended Plan dated Jan. 14, 2021, is available at https://bit.ly/3bUgJkM The Debtor is represented by: Travis Sasser, Esq. SASSER LAW FIRM 2000 Regency Parkway, Suite 230 Cary, NC 27518 Telephone: (919) 319-7400 Facsimile: (919) 657-7400 E-mail: tsasser@carybankruptcy.com About Ramarama Inc. Ramarama, Inc. was formed in January 2016. In the five years since its inception, the Debtor has purchased four properties in Durham. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03125) on Sept. 14, 2020. The petition was signed by Mark Bullock, its president. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge David M. Warren oversees the case. Travis Sasser, Esq., at Sasser Law Firm serves as the Debtor's counsel. ROCHESTER DRUG: Responds to Merck's Disclosure Objections --------------------------------------------------------- Rochester Drug Co-Operative, Inc., responde to the limited objection filed by Merck Sharpe & Dohme Corp. to the motion for entry of an order approving the Amended Disclosure Statement to Accompany Debtor's Amended Chapter 11 Plan of Liquidation Dated December 8, 2020. Rochester points out that the Disclosure Statement contains adequate information: * The authority for the Liquidating Trustee to act and to reconcile and adjudicate claims in this case are detailed in section 6.2 of the Plan. Section 6.2(k) authorizes the Liquidating Trustee to object to, and resolve, Claims in this case, which procedures are governed by the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure. * To the extent Merck is concerned that the Liquidating Trustee intends to withhold interim distributions to creditors who are defendants in ongoing avoidance actions, the Plan provides that "[t]he Liquidating Trustee anticipates that it will make a single, lump sum pro rata payment to the holders of Allowed Class 2 Claims following the liquidation of all remaining Assets." Plan § 3.2.2. The Liquidating Trustee, therefore, does not anticipate making interim distributions to creditors while avoidance actions are pending. * The remaining alleged disclosure deficiencies raised by Merck are limited to its own very specific circumstance-oriented concerns, are clear confirmation issues, and in no way rise to the level of inadequate disclosure necessary to prohibit the Debtor from soliciting votes to the Plan. As to Merck's claims that Plan is not patently unconfirmable, the Debtor says Merck's objections to confirmation of the Plan do not implicate the confirmability of the Plan such that they may prevent solicitation of the Plan with the Disclosure Statement. In the Objection, Merck itself concedes "that certain of these issues are issues for resolution at a hearing on confirmation of the Plan," and Merck "files this [O]bjection now to preview its concerns . . . .". The parties are currently engaged in discussions in an attempt to resolve the discrete issues raised by Merck prior to confirmation, most likely by the inclusion of consensual language in the confirmation order. * * * Following a hearing on Jan. 15, 2021, the Court ordered that the remaining objections by the US Trustee are OVERRULED; the Second Amended Disclosure Statement is APPROVED with the understanding that the opt out provision on the ballot is fixed; objections by the US Trustee and Merck in nature to confirmation are reserved and will be heard at the confirmation hearing. Counsel to the Debtor: Stephen A. Donato, Esq. Camille W. Hill, Esq. BOND, SCHOENECK & KING, PLLC One Lincoln Center Syracuse, New York 13202 Tel: (315) 218-8000 Fax: (315) 218-8100 E-mail: sdonato@bsk.com chill@bsk.com About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc., is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. SEANERGY MARITIME: Completes $179 Million Financial Restructuring ----------------------------------------------------------------- Seanergy Maritime Holdings Corp. has reached final agreements with certain of its senior lenders and junior lender, for the financial restructuring of a total of $179 million, consisting of four senior credit facilities, three junior credit facilities and three junior convertible notes. Following these agreements, the previously announced defaults and cross-defaults have been fully resolved. Pursuant to the restructuring terms, approximately $87 million of debt maturities falling due in 2020 have been extended to future periods, between December 2022 and December 2024, providing Seanergy with a clean two-year runway. In addition, the rescheduling of the amortization payments under certain of the Senior Facilities and the reduction of the interest rate across the junior loans and notes are expected to have a positive impact on the cash break-even of the Company going forward. Moreover, the Company's lenders have agreed to cancel or amend certain financial covenants and security maintenance provisions under the Senior Facilities allowing for additional financial flexibility, including payment of dividends. Stamatis Tsantanis, the Company's Chairman and Chief Executive Officer stated: "We are very pleased to announce the successful conclusion of the restructuring discussions with certain of our lenders. The discussions extended since the first quarter of 2020 and were finally concluded in an amicable manner. The agreed solutions provide Seanergy with a solid financial standing going forward, allowing us to pursue our strategy to enhance corporate value and pave the way to improved shareholder returns. "Under the agreed restructuring, there are no imminent loan maturities or underlying defaults, our balance sheet has been delevered through the extinguishment of debt and accrued interest and our future cash flow is expected to improve through reduced interest expense and debt amortization payments in the next years. Our overall debt has seen an impressive year-over-year reduction of $36.0 million through the restructuring initiatives and the uninterrupted servicing of the scheduled amortization payments. "Despite the global challenges presented in 2020, we have delivered milestone transactions, including the prominent restructuring of our debt, fleet expansion and beneficial commercial agreements. Seanergy, as the only pure-play Capesize vessel owner listed in the US capital markets, is in a great position to capture what we believe is significant upside potential in a rising market." Alpha Bank SA Extension and Amendments As previously disclosed, the Company documented the agreement with Alpha Bank for the extension of two loan facilities secured by two of its Capesize vessels from March 17, 2020 and Nov. 10, 2021, to Dec. 31, 2022. The underlying terms remained substantially the same while in addition, certain corporate covenants and dividend restrictions were cancelled or relaxed. The Company is currently in compliance with all the terms of these facilities as amended. Hamburg Commercial Bank AG Refinancing and Entrust Global Facility As previously disclosed, the Company entered into a settlement agreement with HCOB for the facility secured by two of its Capesize vessels, under which the $29.1 million outstanding balance was settled for $23.5 million resulting in a $5.6 million debt extinguishment and an equivalent gain for Seanergy. The HCOB facility was refinanced by a new facility provided by certain nominees of Entrust Global and secured by the same vessels. The Entrust facility with an initial balance of $22.5 million, has a five-year term and reduced quarterly repayments that have positively impacted the break-even rates of the underlying vessels, as well as less restrictive financial covenants and value maintenance provisions. These developments resulted in a $6.6 million aggregate reduction in the Company's debt. The Company is currently in compliance with all the terms of the Entrust facility. UniCredit Bank AG Extension and Amendments The Company obtained credit committee approval for the extension of the maturity of the UCB facility secured by two of its Capesize vessels, by two years, from December 2020 to December 2022. Moreover, the approval provides for the cancellation of various financial covenants and value maintenance provisions. Most importantly, the lender has agreed to the reduction of the quarterly installments from $1.55 million to $1.2 million, on the basis of which, the all-in cash break-even of the underlying vessels has improved by approximately $1,900 per day. The agreement is subject to completion of definitive documentation. Amsterdam Trade Bank Amendments The Company received credit committee approval from ATB concerning the amendment of the value maintenance provisions and of certain financial covenants under the ATB facility secured by one of its Capesize vessels. Such amendments will address potential non-compliance issues while providing for a uniform approach in the financial covenants across all of the Company's senior loan facilities. The agreement is subject to completion of definitive documentation. Jelco Loans and Notes Extensions and Amendments On Dec. 30, 2020 the Company entered into definitive documentation with Jelco Delta Holding Corp., the Company's sole junior creditor, concerning $27.2 million of maturities falling due in 2020 and the settlement of accrued and unpaid interest through Dec. 31, 2020. Jelco is a former affiliate of and related party to the Company and pursuant to this agreement, $6.5 million of principal indebtedness under one of the Jelco Loans was repaid, while all other maturities, including those of two Jelco Notes that were maturing in December 2022, were extended to December 2024. In addition, Jelco has agreed to the reduction of the applicable interest rate across all Jelco Loans and Jelco Notes to a fixed rate of 5.5% (previously floating based on LIBOR plus a spread ranging from 5% to 8.5%). Moreover, the Company has agreed to introduce two interim repayment instalments of $8.0 million each, payable in December 2022 and December 2023 and a semi-annual cash sweep mechanism capturing cash balances in excess of $25.0 million or time charter equivalent revenue of our Capesize fleet between $18,000 and $21,000, provided that such repayment obligations, together with all other prepayment obligations to Jelco, will not exceed $12 million in any calendar year. These arrangements will provide for the swift reduction of the Jelco debt to the extent the free cash flows of the Company permit. Moreover, Seanergy and Jelco have agreed to the settlement of all accrued and unpaid interest through Dec. 31, 2020 and other fees payable to Jelco in an aggregate amount of approximately $5.6 million, through a private placement of units consisting of one common share (or one pre-funded warrant in lieu of one common share) and one warrant to purchase one common share for a fixed price of $0.70. The issuance of these common shares and warrants closed on Jan. 8, 2021. Each unit was issued at a price of $0.70, in line with the pricing of the Company's public offering that closed in August 2020 and represents a 39% premium compared to the closing price of the Company's shares on the date of signing of the agreement. The terms of the warrants and pre-funded warrants are substantially the same as those of the Class E warrants and pre-funded warrants issued in the Company's public offering in August 2020. The Company has also granted an option to Jelco to convert up to $3.0 million of principal indebtedness under one of the Jelco Loans at the same terms and pricing. Seanergy has also agreed to amend the conversion price of the Jelco Notes to $1.20 per share, which represents an approximately 139 % premium compared to the closing price of the Company's shares on the date of signing of the agreement. As part of the transaction, Jelco waived any and all past breaches or events of default under the Jelco Loans and Jelco Notes. The acquisition of shares by Jelco is subject to a standstill undertaking and 9.99% beneficial ownership blockers, precluding the acquisition of the Company's shares, including through the exercise of warrants or the conversion of the Jelco Notes to the extent that it would result in Jelco or its affiliates beneficially owning, including control over the voting or disposition of, more than 9.99% of the outstanding common shares of the Company after giving effect to the acquisition. The Company has granted customary registration rights with respect to all shares issued or issuable to Jelco as a result of this transaction, including the shares underlying the Jelco Notes, and has undertaken to file a registration statement covering the resale of these shares. About Seanergy Maritime Greece-based Seanergy Maritime Holdings Corp. -- http://www.seanergymaritime.com-- is the only pure-play Capesize ship-owner publicly listed in the US. Seanergy provides marine dry bulk transportation services through a fleet of 11 Capesize vessels with an average age of about 11.5 years and aggregate cargo carrying capacity of approximately 1,926,117 dwt. The Company is incorporated in the Marshall Islands and has executive offices in Athens, Greece. Seanergy Maritime reported a net loss of US$11.70 million for the Dec. 31, 2019, a net loss of US$21.06 million for the year ended Dec. 31, 2018, and a net loss of US$3.23 million for the year ended Dec. 31, 2017. As of Dec. 31, 2019, the Company had US$282.55 million in total assets, US$252.69 million in total liabilities, and US$29.86 million in total stockholders' equity. Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 5, 2020 citing that the Company has a working capital deficiency and has stated that substantial doubt exists about the Company's ability to continue as a going concern. In addition, the Company has not complied with a certain covenant of a loan agreement with a bank. SHALE FARMS: Donna Gentry Buying Mohawk Property for $36K --------------------------------------------------------- Shale Farms, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the sale of the real property located at 1760 Westwood Road, in Mohawk, Tennessee, together with all buildings, improvements and fixtures constructed or located on the Land and all easements and rights benefiting or appurtenant to the Land, legally described as LOT 1, More particularly described in Book 583A, Page 1702 of the Official Public Records of Greene County, Tennessee and shown on Tax Map 80, Parcel 32.00, to Donna L. Gentry for $36,000. A hearing on the Motion is set for Jan. 21, 2021, at 10:00 a.m. On Jan. 13, 2021, the Debtor entered a Real Estate Purchase Agreement with the Buyer. As far as the Debtor is aware, Ms. Gentry has no connection to any parties in the case. Said lot is 0.62 acres and includes a mobile home and a barn and was originally listed for sale for the sum of $39,900. Ms. Walker, the Personal Representative of her father's decedent estate, has agreed to the sale pursuant to her settlement agreement with the Debtor. She asks that the Order approving the Sale include a provision that: the closing agent will mail copies of the closing statement and the partial release to both her and her attorney, Kenneth Hood; and, authorizes Mr. Hood to sign the partial release of the lien on behalf of the decedent's estate. The Debtor asks that the 14-day stay period of FRBP 2006(h) be waived for cause. The Debtor also asks the Court to authorize the sale, with $27,000 of the proceeds disbursed to Ms. Walker as Personal Representative of the Martin Estate and with normal expenses and charges of closing. A copy of the Agreement is available at https://bit.ly/3qymJDQ from PacerMonitor.com free of charge. The Purchaser: Donna L. Gentry E-mail: class1974dg1@gmail.com The bankruptcy case is In re: Shale Farms, LLC, (Bankr. E.D. Tenn. Case No. 3:20-bk-31787-SHB). SSH HOLDINGS: S&P Raises ICR to B+ on Deleveraging; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its issuer credit rating on U.S.-based novelty gift and Halloween retailer SSH Holdings Inc. (doing business as Spencer Spirit) to 'B+' from 'B'. The outlook is stable. At the same time, S&P is raising its issue-level rating on the company's senior secured term loan to 'B+' from 'B'. S&P is also revising its recovery rating on the debt to '3' from '4', indicating its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default or bankruptcy. S&P said, "The stable outlook reflects our expectation for business performance to moderate somewhat in 2021 from its 2020 record level, resulting in leverage sustained in the mid- to high-2x area and funds from operations (FFO) to debt in the mid-20% area." "The upgrade follows Spencer Spirit's strong sales and EBITDA growth amid a record Halloween season, which we anticipate will drive sustained credit metric improvement. Despite the ongoing COVID-19 pandemic, the company opened over 1,400 Spirit Halloween pop-up stores and increased segment sales by about 30% compared with the previous year. We attribute the strong performance to consumers' increased desire to escape the woes of the pandemic, as well as a favorable competitive environment where other retailers anticipated weak demand and pulled back heavily on Halloween merchandise. In addition, we believe demand was elevated in 2020 due to Halloween falling on a Saturday, which typically results in higher spending." "Adjusted EBITDA margin expansion of over 800 basis points (bps) compared with the third quarter in the previous year was driven by leveraging fixed costs on higher sales, lower occupancy costs, and improving merchandise margins. We expect full year 2020 S&P Global Ratings adjusted leverage of about 2x and FFO to debt in the mid-30% area. In 2021, a successful rollout of the COVID-19 vaccine may fuel more Halloween celebrations and provide positive momentum to Spirit's performance. However, we anticipate a more normalized competitive landscape and less favorable timing of Halloween over the next few years to result in decreasing sales and profitability. We expect leverage maintaining in the mid- to high-2x area and FFO to debt in the low- to mid-20% area. This reflects sustained improvement in credit metrics relative to our previous forecast, and we are therefore revising our financial risk profile assessment to significant from highly leveraged." "While Spirit has demonstrated a track record of effectively managing the real estate, supply chain, and logistics involved in operating its Halloween popup stores, we believe its seasonal concentration and discretionary-natured products pose risks to the business. Spirit has consistently expanded its lead in the pop-up Halloween segment by developing and refining its playbook for opening, operating, and unwinding over a thousand temporary stores on a national scale within a few months. While competitors have thus far been unable to replicate the Spirit model at a similar scale, traditional brick and mortar stores, as well as growing online retailers, present ongoing competition in this segment. Moreover, we believe the discretionary nature of Spirit's product offerings poses a risk to the business in the event of economic weakness and reduced consumption. In addition, with most of its sales generated in September and October, the highly seasonal nature of this business could lead to future volatility, in our view." "We anticipate a slight pullback in sales and profitability over the next couple of years due to normalization from outsized 2020 levels and less favorable timing of Halloween. However, we expect sales to remain above 2019 levels and anticipate continuing growth in the Spirit segment." Spencer's store's unique customer experience and differentiated merchandise have supported sales growth despite declining mall traffic, yet S&P anticipates a slowly shrinking store base over time. Following temporary closures of its Spencer's stores amid the onset of the COVID-19 pandemic in March of last year, the majority of stores reopened to strong customer demand. S&P said, "We believe Spencer's lighthearted merchandise offer consumers some relief from the stress and anxiety induced by the pandemic. This has driven higher transaction volumes and higher average basket at reopened stores with net sales up over 20% in the third quarter compared with the previous year. In our view, management has demonstrated a track record of operational expertise, with an effective merchandising strategy that has continued to drive traffic to its stores. However, we believe Spencer's will face intensifying headwinds as declining mall traffic trends continue, resulting in a gradually shrinking store base. We also believe competitive threats, particularly from online retailers will likely intensify in the coming years." "Spirit contributes over half of the company's consolidated sales. Its concentration around a single annual occasion and its ongoing execution risks associated with operating temporary pop-up retail stores could lead to greater performance volatility relative to higher rated peers, in our view. We therefore apply a negative one-notch comparable ratings analysis modifier (previously neutral) to our anchor on the company to reflect our holistic view that Spencer Spirit's credit profile is better aligned with those of a company rated 'B+'." "Following the exit of its previous private equity sponsor in 2015, Spencer Spirit has pursued a more moderate financial policy, which we expect will continue. The company has strengthened its capital structure over the past few years by reducing funded debt while expanding its EBITDA base. Following its strong cash flow generation in the third quarter of 2020, the company paid a $105 million dividend. We do not anticipate a dividend recapitalization or other leveraging transactions over the next 12-24 months and believe Spencer Spirt will fund future growth initiatives and dividends using internally generated cash." "The stable outlook on SSH reflects our view that performance will moderate over the next year relative to 2020 while remaining above 2019 levels. We expect leverage to be sustained in the mid-2x area and FFO to debt in the mid-20% area. We also forecast annual free operating cash flow (FOCF) of about $75 million in fiscal 2021." S&P could lower its rating on Spencer Spirit if: -- Lower-than-expected sales and profitability resulted in FFO to debt approaching 20% and debt to EBITDA approaching the mid-3x area; -- The company were unable to consistently generate over $50 million annual FOCF; or -- S&P anticipated a shift in consumer behavior away from Halloween celebrations. S&P could raise its rating on Spencer Spirit if: -- It further expanded its scale and EBITDA base while reducing volatility, including reducing reliance on any individual holiday; -- S&P expected it to consistently generate over $100 million FOCF; and -- Credit metrics remained in line with its forecasts. SUPERIOR ENERGY: Court Approves Debt-for-Equity Plan ---------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Superior Energy Services Inc. won bankruptcy court approval of its Chapter 11 plan, defeating several energy companies' objections that the company was "gerrymandering" their claims. The pre-packaged reorganization plan gives 100% of the company's equity to noteholders with about $1.3 billion in claims. Several large energy companies had lobbed complaints about the plan voting process, including a charge that certain disputed creditor claims were put in a separate class for voting purposes. Hess Corp., Arena Energy LP, and Marathon Oil Corp. each asserted multi-million dollar claims that were reduced to $1 for voting purposes. According to the Updated Disclosure Statement, as a result of extensive negotiations, the Debtors and the holders of 85% of the Prepetition Notes are party to an Amended and Restated Restructuring Support Agreement dated as of Dec. 4, 2020, replacing the original RSA entered into on Sept. 29, 2020. A full-text copy of the Updated Disclosure Statement dated Dec. 7, 2020, is available at https://bit.ly/349fQ3c from PacerMonitor.com at no charge. About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (SPN) serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment. Visit htttp://www.superiorenergy.com/ for more information. As of June 30, 2020, Superior Energy Services had $1.73 billion in total assets, $222.9 million in total current liabilities, $1.28 billion in long-term debt, $135.7 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. On Dec. 7, 2020, Superior Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35812) to seek approval of a prepackaged Chapter 11 plan of reorganization. Westervelt T. Ballard, Jr., authorized signatory, signed the petitions. At the time of the filing, Superior Energy disclosed $884,723 in assets and $1,383,151,024 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth, LLP as their legal counsel; Ducera Partners, LLC and Johnson Rice & Company, LLC as investment banker and financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Ernst & Young, LLP as tax advisor. Kurtzman Carson Consultants, LLC is the notice, claims and balloting agent. Davis Polk & Wardwell LLP and Porter Hedges LLP serve as legal counsel for an ad hoc group of noteholders. Evercore LLC is the noteholders' financial advisor. FTI Consulting, Inc., serves as financial advisor for the agent for the Debtors' secured asset-based revolving credit facility, with Simpson Thacher & Bartlett LLP acting as legal counsel. TAMARAC 10200: Bio Dose, et al., Say Plan Not Filed in Good Faith ----------------------------------------------------------------- Creditors and Equity Holders Bio Dose Pharma LLC, Raimundo J. Santamarta, and International Supply Group Corp. filed this joinder to objection filed by Creditors and Equity Holders Raimundo Santamarta, Jr., Yohana Santamarta, and Reinaldo Santamarta in opposition to the Disclosure Statement for the Amended Joint Plan of Liquidation of Debtors Tamarac 10200, LLC and Unipharma, LLC. On January 14, 2021, Creditors and Equity Holders Raimundo Santamarta, Jr., Yohana Santamarta, and Reinaldo Santamarta filed the Objection making clear that the Amended Plan patently fails to satisfy the legal requirements of 11 U.S.C. § 1129 and thus, the Amended Disclosure Statement should not be approved. The Creditors further assert that: * The Amended Plan violates 11 U.S.C. Sec. 1122, it is not proposed in good faith, and plan payments to impaired creditors do not exceed the liquidation value. * The Amended Disclosure Statement is grossly inadequate and does not contain information that is sufficient for the Creditors, or any other interested party, to make an informed decision on the Amended Plan. * Creditors join in and adopt the arguments raised in the objection with respect to the Amended Disclosure Statement and the Amended Plan and reserve their rights to argue in support of the Objection at the hearing to Amended Disclosure Statement or any amended version thereof. A full-text copy of the Creditors' objection dated Jan. 14, 2021, is available at https://bit.ly/3qz08qT from PacerMonitor.com at no charge. Attorneys for Creditors: GHIDOTTI ǀ BERGER, LLP 1031 N Miami Beach Blvd Miami, Florida 33162 Telephone: (305) 501.2808 Facsimile: (954) 780.5578 Melbalynn Fisher, Esq. Florida Bar No. 107698 mfisher@ghidottiberger.com About Tamarac 10200 Unipharma -- https://www.unipharmausa.com/ -- is a healthcare packaging company serving the pharmaceutical and nutraceutical sectors in the development, manufacturing, and packaging of liquid, disposable, and single-dose units. Tamarac owns a state of-the art, 165,000 square foot, FDA-registered, blow-fill-seal and conventional seal manufacturing facility built in 2018 located in Tamarac, Florida, that among other things, packages prescription, over the counter, and nutraceutical and oral ophthalmic solutions. Tamarac 10200 and Unipharma, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-23346) on Dec. 7, 2020. The petitions were signed by CRO Neil F. Luria. At the time of the filing, Tamarac 10200 disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $50 million, while Unipharma estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Peter D. Russin oversees the cases. The Debtors tapped Berger Singerman LLP as counsel, SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as notice and claims agent. TAMARAC 10200: Santamartas Say Amended Plan Fatally Flawed ---------------------------------------------------------- Creditors and Equity Holders, Raimundo Santamarta, Jr., Yohana Santamarta, and Reinaldo Santamarta object to the Disclosure Statement in support of the Amended Joint Plan of Liquidation of Debtors Tamarac 10200, LLC and Unipharma, LLC. The Creditors claim that the Amended Plan is not fair and equitable with respect to Class 4 Claims, however, because the Debtors propose disparate treatment. The Liquidating Trust Proceeds Waterfall provides for treatment of Class 4 Claimants subordinate to Class 5 Claimants without any basis. As such, the Amended Plan is patently unconfirmable. The Creditors point out that the Debtor has failed to show that the distributions to Class 4 or 5 Creditors under the Amended Plan will be more than such creditors would receive from a liquidation. The Court may not confirm the fatally flawed Amended Plan as a matter of law, and the Court should, therefore, decline to consider the adequacies of the Amended Disclosure Statement. The Creditors assert that the information in the Amended Disclosure Statement is wholly inadequate and fails to meet the requirements of Sec. 1125(a)(1) of the Bankruptcy Code, the Amended Disclosure Statement fails to explain how the proper classification of Classes 3, 4 and 5 will impact the Amended Plan and distributions to creditors. The Creditors further assert that the Background Information at Section II fails to accurately disclose the relevant facts about the Debtor, the NHTV Secured Lender and the events leading to this Chapter 11 filing. A full-text copy of the Creditors' objection dated Jan. 14, 2021, is available at https://bit.ly/38XWS2n from PacerMonitor.com at no charge. Attorneys for Creditors and Equity Holders: BAST AMRON LLP Brett M. Amron Jeffrey Bast Jaime B. Leggett SunTrust International Center One Southeast Third Avenue, Suite 1400 Miami, Florida 33131 Telephone: 305.379.7904 Facsimile: 305.379.7905 E-mail: bamron@bastamron.com E-mail: jbast@bastamron.com E-mail: jleggett@bastamron.com About Tamarac 10200 Unipharma -- https://www.unipharmausa.com/ -- is a healthcare packaging company serving the pharmaceutical and nutraceutical sectors in the development, manufacturing, and packaging of liquid, disposable, and single-dose units. Tamarac owns a state of-the art, 165,000 square foot, FDA-registered, blow-fill-seal and conventional seal manufacturing facility built in 2018 located in Tamarac, Florida, that among other things, packages prescription, over the counter, and nutraceutical and oral ophthalmic solutions. Tamarac 10200 and Unipharma, LLC filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-23346) on Dec. 7, 2020. The petitions were signed by CRO Neil F. Luria. At the time of the filing, Tamarac 10200 disclosed estimated assets of $10 million to $50 million and estimated liabilities of $50 million to $50 million, while Unipharma estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Peter D. Russin oversees the cases. The Debtors tapped Berger Singerman LLP as counsel, SOLIC Capital Advisors, LLC and SOLIC Capital, LLC as restructuring advisor, and Kurtzman Carson Consultants LLC as notice and claims agent. TPT GLOBAL: Richard Eberhardt Appointed Chief Operating Officer --------------------------------------------------------------- Mr. Richard Eberhardt resigned as executive vice president of TPT Global Tech, Inc. and was simultaneously appointed chief operating officer. He also remains a director and will continue serving in that position. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a Technology/Telecommunications Media Content Hub for Domestic and International syndication and also provides technology solutions to businesses domestically and worldwide. TPT Global offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT's also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones Cellphone Accessories and Global Roaming Cellphones. TPT Global reported a net loss of $14.03 million for the year ended Dec. 31, 2019, compared to a net loss of $5.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.96 million in total assets, $36.86 million in total liabilities, $4.79 million in total mezzanine equity, and a total stockholders' deficit of $25.69 million. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raise substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Subsidiary to Launch First Mobile "QuikLAB" Testing --------------------------------------------------------------- TPT Global Tech, Inc.'s subsidiary TPT MedTech has finalized details to launch its "QuikLAB" and "QuikPASS" operations at a Wal-Mart parking lot location in Oceanside California, San Diego County. The company will offer PCR, Molecular and Antigen testing in its testing facilities in San Diego. The company has pre-selected five additional locations it expects to expand into throughout the months of January and February. TPT MedTech developed its "QuikPass" Check and Verify and Vaccination monitoring platform for Corporations, Government Organizations, Schools, Airlines, Hospitals, Sports Venues, Restaurants, Hotels and Nightclubs to check and verify that an individual has been tested for Covid 19 or Vaccinated providing proof individuals are virus free and able to gain access to venues with the idea that everyone inside that venue had tested negative for Covid 19. The "QuikPass" "Check and Verify" platform works with third party testing labs and organizations that participate on the "QuikPass" Network and will be offered FREE to US domestic and "As a San Diego based Technology company, we are excited to finally be in a position to offer Covid 19 Testing to our local community and help in the fight against this pandemic," said Stephen Thomas, CEO. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a Technology/Telecommunications Media Content Hub for Domestic and International syndication and also provides technology solutions to businesses domestically and worldwide. TPT Global offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT's also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones Cellphone Accessories and Global Roaming Cellphones. TPT Global reported a net loss of $14.03 million for the year ended Dec. 31, 2019, compared to a net loss of $5.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.96 million in total assets, $36.86 million in total liabilities, $4.79 million in total mezzanine equity, and a total stockholders' deficit of $25.69 million. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raise substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Unit Signs SaaS Deal With Hook Diagnostics, Hook Labs ----------------------------------------------------------------- TPT Global Tech, Inc.'s subsidiary TPT MedTech, LLC executed a Software as a Service (SaaS) licensing agreement with Hook Diagnostics and Hook Labs. HookDx will be marketing TPT MedTech "QuikLAB" and "QuikPASS" technology platforms as a co-branding partner to its customers domestically, out of their offices in North Carolina and San Diego, and internationally. HookDx will pay TPT Med Tech a monthly software licensing fee as well as a per test transaction fee. Once the software on-boarding and training activities are complete, TPT MedTech and Hook Dx have a target launch date of Jan. 20, 2021. Hook Dx will on-board its primary laboratory and partners. TPT MedTech developed its "QuikPass" Check and Verify and Vaccination monitoring platform for Corporations, Government Organizations, Schools, Airlines, Hospitals, Sports Venues, Restaurants, Hotels and Nightclubs to check and verify that an individual has been tested for Covid 19 or Vaccinated providing proof individuals are virus free and able to gain access to venues with the idea that everyone inside that venue would be Covid free. The "QuikPass" "Check and Verify" platform works with third party testing labs and organizations that participate on the "QuikPass" Network and will be offered FREE to US domestic and international business commerce and government organizations around the world. "Our team is extremely excited to partner with TPT Medtech. By combining our organizations' capabilities, we can achieve population-scale testing. Having QuikLabs and QuikPass along with testing provides a path to safely reopen our communities," Simon Kratzat, president and CEO Hook Diagnostics." "It is amazing how hard our development teams are working to bring new innovative products to market to help fight against this pandemic. We here at TPTW and TPT MedTech will continue to sort out those missing pieces to the puzzle and develop new products that will help rid our planet of the virus that has changed our lives," said Stephen Thomas, CEO. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a Technology/Telecommunications Media Content Hub for Domestic and International syndication and also provides technology solutions to businesses domestically and worldwide. TPT Global offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT's also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones Cellphone Accessories and Global Roaming Cellphones. TPT Global reported a net loss of $14.03 million for the year ended Dec. 31, 2019, compared to a net loss of $5.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.96 million in total assets, $36.86 million in total liabilities, $4.79 million in total mezzanine equity, and a total stockholders' deficit of $25.69 million. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raise substantial doubt about its ability to continue as a going concern. TPT GLOBAL: Unit Signs SaaS Deal with Saturnus Capital ------------------------------------------------------ TPT Global Tech, Inc.'s subsidiary TPT MedTech executed a Software as a Service (SaaS) licensing agreement with Saturnus Capital Management, LLC DBA SCM Medical Supplies and Services, a New Jersey based company. SCM Medical Supplies and Services will be marketing TPT MedTech "QuikLAB" and "QuikPASS" technology platforms as a co-branding partner to its customers in the Tri State area and across the United States. SCM Medical Supplies and Services will pay TPT Med Tech a monthly software licensing fee as well as a per test transaction fee. SCM Medical Supplies and Services has already completed its software on-boarding and training activities and SCM customers are already utilizing TPT MedTech's "QuikLAB" and "QuikPASS" platform to register for their Covid 19 Testing in New York City. TPT MedTech developed its "QuikPass" Check and Verify and Vaccination monitoring platform for Corporations, Government Organizations, Schools, Airlines, Hospitals, Sports Venues, Restaurants, Hotels and Nightclubs to check and verify that an individual has been tested for Covid 19 or Vaccinated providing proof individuals are virus free and able to gain access to venues with the idea that everyone inside that venue would be Covid free. The "QuikPass" "Check and Verify" platform works with third party testing labs and organizations that participate on the "QuikPass" Network and will be offered FREE to US domestic and international business commerce and government organizations around the world. "It is so fulfilling to see our hard work pay off as we onboard our first testing customers in NYC with SCM. We truly believe that our "QuikPASS and "QuikLAB" Check and Verify technology platform will play a major role in the fight of Covid 19 and help get our lives back to some kind of normalcy," said Stephen Thomas, CEO. About TPT Global Tech TPT Global Tech Inc. (OTC:TPTW) based in San Diego, California, is a Technology/Telecommunications Media Content Hub for Domestic and International syndication and also provides technology solutions to businesses domestically and worldwide. TPT Global offers Software as a Service (SaaS), Technology Platform as a Service (PAAS), Cloud-based Unified Communication as a Service (UCaaS) and carrier-grade performance and support for businesses over its private IP MPLS fiber and wireless network in the United States. TPT's cloud-based UCaaS services allow businesses of any size to enjoy all the latest voice, data, media and collaboration features in today's global technology markets. TPT's also operates as a Master Distributor for Nationwide Mobile Virtual Network Operators (MVNO) and Independent Sales Organization (ISO) as a Master Distributor for Pre-Paid Cellphone services, Mobile phones Cellphone Accessories and Global Roaming Cellphones. TPT Global reported a net loss of $14.03 million for the year ended Dec. 31, 2019, compared to a net loss of $5.38 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.96 million in total assets, $36.86 million in total liabilities, $4.79 million in total mezzanine equity, and a total stockholders' deficit of $25.69 million. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 14, 2020 citing that the Company has suffered recurring losses from operations and has a net capital deficiency which raise substantial doubt about its ability to continue as a going concern. UKG INC: S&P Lowers First-Lien Debt Rating to 'B-' on Repricing --------------------------------------------------------------- S&P Global Ratings revised its recovery rating to '3' from '2' on Weston, Fla.-based UKG Inc.'s first-lien debt (term loan and revolving credit facility). The '3' recovery rating indicates its expectation of meaningful (50%-70%; rounded estimate: 65%) recovery for lenders in the event of a payment default. At the same time, S&P lowered its rating on the first-lien debt to 'B-' from 'B' in accordance with its notching criteria for a '3' recovery rating. S&P also affirmed its ratings on the second-lien debt. All of S&P's other ratings on UKG are unchanged. S&P said, "The rating actions reflect our view of UKG's plan to increase the amount of its non-fungible first-lien term loan (in connection with the repricing) by $300 million to $3.24 billion. Total UKG debt outstanding is unchanged. The company will use the proceeds to repay its existing $900 million second-lien term loan, which will total $600 million at close of the transaction." Issue Ratings--Recovery Analysis Key analytical factors -- S&P's simulated default scenario analysis of UKG contemplates a default in 2023 as the company faces strong price competition from the crowded human capital management space, leading to severe attrition among its client base and an inability to cover its debt and interest expense. -- S&P values the company as a going concern, which would maximize value to creditors. -- S&P applies a 7x multiple to an assumed distressed emergence EBITDA of $590 million to derive an estimated gross recovery value of $4.13 billion. -- The valuation multiple is consistent with what it uses for similar software companies. Simulated default assumptions -- Simulated year of default: 2023 -- Emergence EBITDA: $590 million -- EBITDA multiple: 7x -- LIBOR at default: 2.5% Simplified waterfall -- Net enterprise value (after 5% administrative costs): $3.92 billion -- Valuation split (obligors/nonobligors): 90%/10% -- Value available to first-lien debt claims: $3.87 billion -- Secured first-lien debt claims: $5.95 billion -- Recovery expectations: 50%-70% (rounded estimate: 65%) -- Secured second-lien debt claims: $1.26 billion -- Recovery expectations: 0%-10% (rounded estimate: 0%) UPLAND POINT: Court Confirms Amended Plan ----------------------------------------- Judge Catherine J. Furay on Jan. 15, 2021 entered an order confirming the Amended Chapter 11 Plan of Upland Point Corporation subject to the following: * With the exception of plan payments to Independence Bank, all plan payments will be made through the Sub Chapter V Trustee. The Debtor is authorized to make such payments directly to Independence Bank and may, at Debtor's election, do so by Electronic Funds Transfer (ETF) provided, however, that during the term of the Plan no ETF may be a pull transaction method. * The Jan. 21, 2021 payment to the Internal Revenue Service shall be paid Debtor direct. All other payments to the Internal Revenue Service shall be made through the Sub Chapter V Trustee. * With regard to approved payment of professionals, Plan provisions shall control over affidavits and outside agreements. As reported in the TCR, Upland Point's counsel said in a Jan. 8 filing that other than the objections filed by the U.S. Trustee's Office, and the Internal Revenue Service, no other written objections to the Plan have been filed. Michelle A. Angell, the Debtor's counsel, adds that the Amended Plan has been consented to by its creditors. The tabulation of ballots indicates that 5 of the 8 classes of claims have accepted the Amended Plan. Upland Point filed the Amended Plan on Jan. 6, 2021, to further fine-tune its Chapter 11 Plan filed Dec. 30, 2020. A full-text copy of the Amended Plan of Reorganization dated Jan. 6, 2021, is available at https://bit.ly/2LuvnUR from PacerMonitor.com at no charge. Class 7 non-priority unsecured claims will be paid pro rata from net disposable income, if any, calculated after secured and priority claims have been paid. The final payment to allowed unsecured non-priority claims is expected to be paid no less than 3 years from the effective date of the Plan. Unsecured non-priority claims total $268,279. About Upland Point Corporation Upland Point Corporation sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wisc. Case No. 20-12186) on Aug. 21, 2020, estimating under $1 million in both assets and liabilities. Judge Catherine J. Furay oversees the case. Michelle A. Angell, Esq., at Krekeler Strother, S.C., is teh Debtor's legal counsel. VITALITY HEALTH: Hires Wilshire Pacific as Investment Banker ------------------------------------------------------------ Vitality Health Plan of California, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Wilshire Pacific Capital Advisors LLC as its investment banker. The Debtor requires the firm's financial advisory services to explore various strategic alternatives, including equity or debt financing and the sale of all or substantially all of the stock or assets of the Debtor. Wilshire Pacific will provide these services in connection with the sale: (1) assisting the Debtor in the preparation, marketing and sale of its stock or assets pursuant to the Bankruptcy Code; (2) working with the Debtor to identify assets to be sold, including intellectual property assets; (3) advising on the structure of a sale process; (4) developing a target list of potential acquirers; (5) working with the Debtor to prepare an offering memorandum, non-disclosure agreement and data room; (6) commencing external outreach to the target list of potential acquirers; (7) assisting potential buyers with due diligence and formulation of offers; and (8) working with the Debtor to assist in the closing of a sale transaction. If a transaction is consummated, the firm will earn the greater of $250,000 or 3 percent of the "transaction value". Meanwhile, the firm will provide these services to secure financing: (a) assisting the Debtor in devising and executing a program to secure new financing; (b) selecting, structuring and preparing materials, documents and applications necessary to obtain financing; (c) identifying prospective capital investors and lending institutions; and (d) negotiating the terms of the financing with prospective capital investors. If any financing is consummated, the firm will receive a "success fee" equal to 3 percent of the aggregate amount of the financing at the closing of the transaction. Wilshire Pacific will receive a $30,000 retainer payment against which hourly billings will be charged. Its regular rates are as follows: Eric J. Weissman President $465 per hour Stan Otake Managing Director $395 per hour Derek Buchanan Vice President $295 per hour Yaakov Vanek Director $295 per hour Estimated Blended Rate $362.50 per hour Eric Weissman, president of Wilshire Pacific, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric J. Weissman Wilshire Pacific Capital Advisors LLC 8447 Wilshire Blvd., Suite 202 Beverly Hills, CA 90211 Tel: 310-526-3323 Fax: 310-388-5405 About Vitality Health Plan of California Vitality Health Plan of California, Inc. is a health insurance company in Cerritos, Calif. Visit https://www.vitalityhp.net for more information. Vitality Health Plan of California sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-21041) on Dec. 18, 2020. In the petition signed by CEO Brian Barry, the Debtor was estimated to have assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Julia W. Brand oversees the case. Winthrop Golubow Hollander, LLP, led by Garrick A. Hollander, Esq., is the Debtor's legal counsel. VPR BRANDS: Receives Forgiveness of $1.55 Million PPP Loan ---------------------------------------------------------- Creative Realities, Inc. received a notice from Old National Bank regarding forgiveness of the loan in the principal amount of $1,551,800 that was made pursuant to the Small Business Administration Paycheck Protection Program under the Coronavirus Air, Relief and Economic Security Act of 2020. According to such notice, the full principal amount of the PPP Loan and the accrued interest have been forgiven. About Creative Realities Creative Realities, Inc. -- http://www.cri.com-- is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Creative Realities reported net income of $1.04 million for the year ended Dec. 31, 2019, following a net loss of $10.62 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $21.10 million in total assets, $16.92 million in total liabilities, and $4.18 million in total shareholders' equity. Creative Realities received a letter from The Nasdaq Stock Market LLC on April 28, 2020, advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company's common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). The compliance period for the Company will expire on Dec. 28, 2020. VTV THERAPEUTICS: Increases Common Stock Offering by $5.5 Million ----------------------------------------------------------------- vTv Therapeutics Inc. filed a Prospectus Supplement on Jan. 14, 2021, in connection with its previously disclosed Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co., to increase the size of the at-the-market offering pursuant to which the Company may offer and sell, from time to time, through or to Cantor Fitzgerald, as sales agent or principal, shares of the Company's Class A common stock, par value $0.01 per share, by an aggregate offering price of $5.5 million. The issuance and sale, if any, of the Shares by the Company under the Sales Agreement will be made pursuant to the Company's effective registration statement on Form S-3 (Registration Statement No. 333-223269), filed with the U.S. Securities and Exchange Commission on Feb. 27, 2018 and declared effective on March 19, 2018. The offering is described in the Company's Prospectus dated March 19, 2018, as supplemented by a Prospectus Supplement dated Jan. 14, 2021, as filed with the SEC on Jan. 14, 2021. About vTv Therapeutics vTv Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on developing oral small molecule drug candidates. vTv has a pipeline of clinical drug candidates led by programs for the treatment of type 1 diabetes, Alzheimer's disease, and inflammatory disorders. vTv's development partners are pursuing additional indications in type 2 diabetes, chronic obstructive pulmonary disease (COPD), and genetic mitochondrial diseases. vTv Therapeutics reported a net loss attributable to common shareholders of $17.91 million for the year ended Dec. 31, 2019 compared to a net loss attributable to common shareholders of $8.65 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $7.05 million in total assets, $12.83 million in total liabilities, $45.59 million in redeemable noncontrolling interest, and a total stockholders' deficit attributable to the Company of $51.37 million. Ernst & Young LLP, in Raleigh, North Carolina, the Company's auditor since 2000, issued a "going concern" qualification in its report dated Feb. 20, 2020 citing that to date, the Company has not generated any product revenue, has not achieved profitable operations, has insufficient liquidity to sustain operations and has stated that substantial doubt exists about the Company's ability to continue as a going concern. WIRTA HOTELS: Lender Says Plan Patently Unconfirmable ----------------------------------------------------- Wilmington Trust, National Association, as Trustee, on Behalf of the Registered Holders of Citigroup Commercial Mortgage Trust 2017-C4, Commercial Mortgage PassThrough Certificates, Series 2017-C4 ("Lender") objects to the Disclosure Statement for Joint Chapter 11 Plan of Reorganization filed by Debtors Wirta Hotels 3, LLC and Wirta 3, LLC. Lender states that the Plan sets Lender's Claim amount at $7,059,114.00, with no explanation. The failure to explain the Claim amount is a Disclosure Statement issue, but to the extent the Plan is dependent on underpaying the Lender's claim by $1.5 million or more, that is a Plan confirmation and feasibility issue that should preclude approving voting on the Plan. Lender points out that the Debtors' Plan propose to make no payments for 6 months, but rather let substantial interest accrue and be added to Lenders' Claim. The Plan at least quasi subordinates the first position secured Claim of Lender to unsecured claims, and impermissibly shifts the risk to Lender. Lender claims that it is unclear in the Disclosure Statement or the Plan at Section 6.4 whether the Debtors are requiring that Lender pay cash versus make a credit bid on its collateral. To the extent Lender is not allowed to credit bid up to the full amount of its claim, this provision makes the Plan not confirmable. Lender asserts that the Plan should provide more detail about the Plan allowance process. Lender should also have a right to object to other claims, including the mysterious AFS claims, since the Plan proposes to shift some of the risk from unsecured creditors to Lender. Lender further asserts that the Liquidation Analysis is inadequate and flawed. The Debtors' unsecured creditors deserve an honest liquidation analysis that shows that they would get an immediate substantial or full payment upon a liquidation. A full-text copy of Lender's objection dated Jan. 14, 2021, is available at https://bit.ly/2KzCbR6 from PacerMonitor at no charge. Attorneys for Wilmington Trust: PERKINS COIE LLP John S. Kaplan, WSBA No. 23788 JKaplan@perkinscoie.com 1201 Third Avenue, Suite 4900 Seattle, WA 98101-3099 Telephone: 206.359.8000 Facsimile: 206.359.9000 About Wirta Hotels 3 and Wirta 3 Wirta Hotels 3, LLC and Wirta 3, LLC are privately held companies that operate in the hotels and motels industry. Wirta Hotels owns the Holiday Inn Express & Suites in Sequim, Wash. On Sept. 18, 2020, Wirta Hotels and Wirta 3 filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 20-12398). At the time of the filing, Wirta Hotels disclosed $2,365,830 in assets and $2,805,775 in total liabilities while Wirta 3 disclosed $13,214,141 in assets and $7,017,530 in liabilities. Judge Marc Barreca oversees the cases. Foster Garvey, PC is the Debtor's legal counsel. WORLD OF DANCE: Seeks to Hire Kahana & Feld as Litigation Counsel ----------------------------------------------------------------- World of Dance Tour Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to hire Kahana & Feld LLP as its special litigation counsel. The firm will represent the Debtor in lawsuits involving its creditors, Al Hassas and Sweet Lemons LLC. The lawsuits are pending in the L.A. Superior Court and Orange County Superior Court. The firm's standard billing rate for all attorneys, partners and associates is $350 per hour. Paralegals and legal clerks will charge $100 per hour. Amir Kahana, Esq., a partner at Kahana & Feld, disclosed in a court filing that the firm neither holds nor represents any interest materially adverse to the Debtor and its estate. The firm can be reached through: Amir M. Kahana, Esq. Kahana & Feld LLP 2603 Main Street, Suite 350 Irvine, CA 92614 Phone: 949-812-4781 Email: akahana@kahanafeld.com About World of Dance Tour Inc. World of Dance Tour Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-12963) on Oct. 23, 2020. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Theodor Albert oversees the case. Stradling Yocca Carlson & Rauth and Kahana & Feld LLP serve as the Debtor's bankruptcy counsel and special counsel, respectively. YUNHONG CTI: LF International to Buy Preferred Shares for $1.5M --------------------------------------------------------------- Yunhong CTI Ltd. entered into a stock purchase agreement pursuant to which the Company agreed to issue and sell, and LF International Pte. Ltd., a company controlled by the Company's Chairman Mr. Yubao Li, agreed to purchase 170,000 shares of the Company's newly created Series C Redeemable Convertible Preferred Stock, no par value per share, with each share of Series C Preferred initially convertible into 10 shares of the Company's common stock, no par value, for aggregate gross proceeds of $1,500,000. The closing of the Purchase Agreement will be subject to certain closing conditions, including the approval of the transaction by the Company's shareholders. Certificate of Designation Pursuant to the Purchase Agreement, on Jan. 15, 2021, the Board of Directors of the Company approved for filing a Certificate of Designation, which designates 170,000 shares of Series C Preferred with a stated value of $10.00 per share (as may be adjusted for any stock dividends, combinations or splits with respect to such shares). Under the Series C Certificate of Designation, holders of the Series C Preferred will be entitled to receive quarterly dividends at the annual rate of 8% of the Stated Value. Such dividends may be paid in cash or in shares of Company common stock in the Company's discretion. In the event of any liquidation, dissolution or winding up of the Company, the holders of record of shares of Series C Preferred will be entitled to receive, in preference to any distribution to the holders of the Company's other equity securities (including the Company's common stock), a liquidation preference equal to $10 per share plus all accrued and unpaid dividends. Each holder of Series C Preferred shall have the right to convert the Stated Value of such shares, as well as accrued but unpaid declared dividends thereon into shares of the Company's common stock. The number of shares of common stock issuable upon conversion of the Conversion Amount shall equal the Conversion Amount divided by the conversion price of $1.00, subject to certain customary adjustments. The Series C Preferred may not be converted to common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company's outstanding common stock. Holders of Series C Preferred shall vote together with the holders of the Company's common stock, Series A Convertible Preferred Stock and Series B Convertible Redeemable Preferred Stock on an as-if-converted basis, whereby each share of Series C Preferred will be entitled to 10 votes, subject to adjustment. In addition, so long as there are more than 50,000 shares of the Series C Preferred outstanding, the Company will be prohibited from taking certain actions without the consent of the holders of at least 80% of the outstanding shares of Series C Preferred. In addition, the Company shall not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series C Preferred, amend its Article of Incorporation, as amended, the Series C Certificate of Designation or the by-laws of the Company in any manner to decrease the number of authorized shares of common stock or in any manner that would otherwise adversely affect the rights, preferences or privileges of the holders of the Series C Preferred, except for an amendment to increase the number of authorized shares of common stock. About Yunhong CTI Ltd. Yunhong CTI Ltd. f/k/a CTI Industries -- http://www.ctiindustries.com-- is a manufacturer and marketer of foil balloons and producer of laminated and printed films for commercial uses. Yunhong CTI also distributes Candy Blossoms and other gift items and markets its products throughout the United States and in several other countries. Yunhong CTI reported a net loss of $8.07 million for the year ended Dec. 31, 2019, compared to a net loss of $3.74 million for the year ended Dec. 31, 2018, following a net loss of $1.78 million for the year ended Dec. 31, 2017. As of Sept. 30, 2020, the Company had $21.95 million in total assets, $20.21 million in total liabilities, and $1.73 million in total stockholders' equity. RBSM, in Larkspur, CA, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 14, 2020, citing that the Company has suffered net losses from operations and liquidity limitations that raise substantial doubt about its ability to continue as a going concern. ZACHAIR LTD: Seeks to Hire CC Services as Tax Accountant -------------------------------------------------------- Zachair, Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire CC Services Corporation as its tax accountant. The firm's services will include: a. advising the Debtor on business and tax issues in connection with its Chapter 11 case; b. preparing federal and state income tax returns; c. attending meetings with the Debtor's legal counsel; d. advising the Debtor in connection with any sale of assets; and e. other accounting or tax advisory services. The firm's hourly rates are as follows: Carl Mosley, CPA $150 Enrolled Agent $75 Bookkeeping/Secretarial $40 CC Services is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Carl Mosley, CPA CC Services Corporation 13321 New Hampshire Ave, Suite 106 Silver Spring, MD 20904 Tel: 301-388-2550 About Zachair Ltd. Clinton, Md.-based Zachair, Ltd. was formed by Dr. Nabil Asterbadi to acquire Hyde Field, an airport for commercial and general aviation. Hyde Field is located near Andrews Air Force Base, National Harbor, Downtown Washington DC, and nearby Northern Virginia. It offers a 3000' lighted runway with a day and night instrument approach. For more information, visit http://www.hydefield.com/ Zachair filed a Chapter 11 petition (Bankr. D. Md. Case No. 20-10691) on Jan. 17, 2020. In the petition signed by Zachair President Nabil J. Asterbadi, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Thomas J. Catliota oversees the case. The Debtor tapped Whiteford Taylor & Preston, LLP as its legal counsel and CC Services Corporation as its tax accountant. [*] Bankruptcy Filings in Nebraska Declined in 2020 --------------------------------------------------- Matt Olberding of Lincoln Journal Star reports that the bankruptcy filings in Nebraska plunged in 2020. With the coronavirus pandemic having caused one of the fastest and deepest economic downturns in U.S. history last 2020, you might have assumed that would lead to a huge spike in bankruptcies. However, the opposite was true, as filings were way down both nationally and in Nebraska. Nationwide, overall bankruptcies plunged 30% in 2020 as compared with 2019 and hit their lowest level since 1986. The story was much the same in Nebraska, although the decline was not as pronounced. Residents filed 3,341 bankruptcy cases last 2020, down 19% from 2019. That's the lowest total since at least 2000. Sam Turco, an Omaha-based bankruptcy attorney, said the decline in bankruptcies in 2020 was not reflective of the dire financial straits many people are in, and it likely portends a tidal wave of filings this 2021. "Obviously, there has been great destruction to jobs and the economy over the past 2020," Turco said in an email. "The federal stimulus benefits and moratoriums on foreclosures have done a remarkable job of keeping the economy going, but as the vaccines are distributed and the virus begins to fade, I expect there to be a surge in bankruptcy filings this summer." Plan calls for affordable housing on land that's currently part of Lincoln's Wyuka Cemetery One of the things that's likely to be a big driver of bankruptcies is the economy returning to normal, Turco said. "People do not file bankruptcy just because they owe debt," he said. "They file when something is being taken away, such as wages through garnishment or homes through foreclosure. As people return to work and as mortgage payment forbearances end, the need to file bankruptcy will return." Bankruptcy filings in Nebraska declined in all categories, including Chapter 11 (businesses) and Chapter 12 (agricultural operations). Chapter 11 bankruptcies had hit a nearly 10-year high in 2019 of 42, which was likely in large part to retailers going out of business. In 2020, however, they declined to 12, which tied for the second-lowest total since 2000. Nationally, Chapter 11 bankruptcies increased 29% last year, as the pandemic caused tens of thousands of businesses to shut their doors. Farm bankruptcies also declined in Nebraska last 2020, although they remained high when compared with the past decade. The 34 Chapter 12 bankruptcies in 2020 was down from 41 in 2019, but it was still much higher than the past several years. Much like federal programs helped cut down on consumer bankruptcies, increased federal farm payments helped some farmers stay in business as well. Retail vacancy continues to rise in Lincoln, report shows "Federal support payments expanded significantly for farmers, representing more than one-third of net farm income (in 2020), said Creighton University economist Ernie Goss. But Goss said there were a couple of other reasons the agriculture economy improved last 2020. He cited a growth in agricultural exports in the second half of 2020, as well as a sharp increase in commodity prices in the last few months of 2020. Not all farmers were able to benefit, however, which is why farm bankruptcy numbers remained relatively high. "Unfortunately, this turnaround in farming fortunes in the second half of 2020 was too late for many farmers that had been whipsawed by previous low agriculture commodity prices, and trade restrictions placed on U.S. agriculture products by China, Canada and Euro nations in an effort to retaliate for U.S. tariffs and trade restrictions," Goss said. [*] Congress Permits SBA to Give PPP Loans to Bankrupt, SBA Refuses ------------------------------------------------------------------- Thomas G. Appleman, Steven Roach and Ronald Spinner of Miller Canfield wrote an article on JDSupra titled "Congress Permits SBA to Make PPP Loans to Debtors in Bankruptcy, SBA Says No." In June and December of 2020, Miller Canfield reported that the Fifth and Eleventh Circuits had held that the Small Business Administration ("SBA") may exclude debtors in bankruptcy from consideration for Paycheck Protection Program ("PPP") loans, albeit for differing reasons. The recent Consolidated Appropriations Act, 2021 ("CAA"), signed into law on December 27, 2020, could have changed that. It contains provisions that provide some debtors with access to the program, but with a catch: these provisions do not take effect until the SBA provides its blessing in writing. The SBA has not provided its written blessing. Rather, it has expressly stated in its Interim Final Rule regarding the Business Loan Program Temporary Changes; Paycheck Protection Program as Amended by Economic Aid Act that debtors in bankruptcy do not qualify for PPP loans. IFR, Section B.2(c) (pages 26-27). The additional PPP lending under CAA will expire on March 31. The PPP was a central component of the CARES Act. Through August of 2020, the PPP allowed eligible small businesses to obtain guaranteed loans to pay certain expenses, such as payroll costs, rent, and utilities. Although the CARES Act did not discuss whether companies who have filed for bankruptcy protection are eligible to participate in the PPP, the SBA took the position that they are not. A number of bankrupt debtors sued the SBA over this bankruptcy exclusion. Although a few were successful, both Appellate Courts that have weighed in on the issue have determined that the SBA can properly exclude debtors from the PPP program. The CAA contains provisions that could change that. These provisions would allow certain debtors in bankruptcy to apply for PPP loans. If not forgiven, a PPP loan would be treated as priority debt in the debtor's bankruptcy case—coming after secured debt in priority, but ahead of all non-priority unsecured debt. Debtors would be allowed to provide in their plans that their PPP loan is to be repaid in full under the loan's terms, which represents a slight change to how priority unsecured debt is normally treated in bankruptcy. Finally, the CAA provides that a bankruptcy court must hold a hearing within a week of a debtor's request for permission to incur a PPP loan. The catch? The CAA does not overrule the SBA. These provisions do not take effect until the SBA submits a written determination to the Office of the United States Trustee (a.k.a., the government's watchdog in bankruptcy), stating that debtors are eligible to participate in the PPP program if they otherwise meet the eligibility requirements. Even then, not all business debtors would qualify – only businesses filing under the Small Business Reorganization Act of chapter 11 or under chapters 12 (farmers) or 13 (self-employed) would be eligible. Ordinary chapter 11 debtors need not apply. What does this mean for lenders? For now, the SBA's position—that bankrupt debtors are excluded from consideration for PPP loans—stands. Rather than undermine the SBA, the CAA appears to bolster the Appellate Court holdings, as it provides the SBA with the power to determine debtor eligibility for PPP loans. But, under the CAA, the SBA could change its position simply by issuing a letter to the Office of the United States Trustee. Thus, lenders should remain vigilant and monitor the SBA closely for further developments–even though it is unlikely that the SBA will do so, given the most recent IFR. What does this mean for debtors? Under the most recent IFR and the most recent PPP application, the existence of a currently pending bankruptcy makes a debtor ineligible for a PPP loan. Given the language in the CAA Act, it is highly unlikely that a bankruptcy court will order that a PPP loan under the CAA (either under the new round of PPP loans or as a second PPP loan) must be made. Debtors should avoid trying to "game" the system, as the SBA is vigilantly pursuing debtors who have done so, with over 65 criminal investigations currently pending. ********* 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. 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