/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210122.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 22, 2021, Vol. 25, No. 21 Headlines 1 BIG RED: Baldocchi Buying Kansas City Property for $360K ACCESSORAMA LLC: Unsecured Creditors Will Get 45% of Claims in Plan ADVANTAGE HOLDCO: Seeks May 14 Plan Exclusivity Extension AIKIDO PHARMA: Fails to Get Approval of Stock Split Proposal ASAIG LLC: Sets Bidding Procedures for Substantially All Assets BAILEY EIDGE: Seeks to Hire Patino Law Office as Counsel BELK INC: KKR, Top Lenders Press Out-of-Court Restructuring BLUEROCK ENERGY: U.S. Trustee Unable to Appoint Committee BROOKFIELD WEC: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable BURNS ASSET: U.S. Trustee Unable to Appoint Committee CANNTRUST HOLDINGS: Inks Plan Deal With Securities Plaintiffs CAPITAL FARM: Fitch Rates USD200MM Class A Preferred Stock 'BB-' CARSON CREEK: Owner Considering Sale of Interest to Pay Claims CHASE MERRITT: Case Summary & Unsecured Creditor CHESAPEAKE ENERGY: Court Enters Plan Confirmation Order COMMERCIAL METALS: Fitch Rates New $300MM Unsec. Notes 'BB+/RR4' COMMUNITY FIRST: Voluntary Chapter 11 Case Summary COMMUNITY HEALTH: Unit Begins Tender Offer for Secured Notes COMMUNITY HEALTH: Unit to Offer $750M Junior-Priority Secured Notes COMMUNITY PROVIDER: ESOP Participants Say Disclosures Inadequate CONGERS PHARMACY: May Use Cash Collateral Thru Feb. 11 DESTILERIA NACIONAL: Unsecureds Payout Hiked to 95% in Miramar Plan DMM HOLDINGS: Asks for March 22 Plan Exclusivity Extension DPW HOLDINGS: Changes Name to "Ault Global Holdings Inc." DPW HOLDINGS: Coolisys Accepts Pre-Orders for EV Chargers on Amazon DRC III: Seeks to Use First State Bank's Cash Collateral EAGLE HOSPITALITY: CIty of Long Beach Concerned Over Queen Mary EAGLE HOSPITALITY: Sends 15 U.S. Hotels to Chapter 11 Bankruptcy ECOARK HOLDINGS: Announces Dismissal of Class Action Suit EKSO BIONICS: Reports Prelim Q4, Full Year 2020 Financial Results EXACTECH INC: S&P Affirms 'CCC+' ICR; Ratings Off Watch Negative EXTRACTION OIL: Cuts Debt by $1.3B, Boosts Liquidity to $236M EXTRACTION OIL: Names New CEO, Directors After Ch. 11 Exit EXTRACTION OIL: NGL Signs Supply Deal, OKs $35M Grand Mesa Payout EYEPOINT PHARMACEUTICALS: Expects Q4 Product Revenues of $6.2-$6.6M FORCEPOINT: Fitch Affirms 'B' LongTerm IDR, Outlook Stable FOX SUBACUTE: Seeks to Hire Weltman Weinberg as Special Counsel FREE FLOW: Acquires Inside Auto for $940K, Sees Increase in Revenue FRIENDLY'S RESTAURANTS: Amici Aims to Keep 130 Restaurants Open FRONTIER COMMUNICATIONS: WV PSC Approves Chapter 11 Restructuring GENESIS PLACE: Pangea Hits Disclosures, 'Bad Faith' Plan GIGA-TRONICS INC: Registers 250K Shares Under 2018 Equity Plan GLYECO INC: Signs Foreclosure Agreement with NFS Leasing GRUPO MARITIMO: Defaults Mashta Adequate Protection Payments HELIUS MEDICAL: Regains Compliance With Nasdaq Listing Standards HILTON WORLDWIDE: S&P Rates New $1.5BB Senior Unsecured Notes 'BB' HOVNANIAN ENTERPRISES: Amends Rights Agreement with Computershare HOWARD HUGHES: Fitch Assigns BB Rating on Senior Unsec. Notes HOWARD HUGHES: S&P Assigns 'BB-' Rating to Senior Unsecured Notes IMPERIAL ROI: Selling Four Gatesville Properties for $250,000 JAKE TRUCKING: Unsec. Creditors to Recover Up to 100% in Plan KEIVANS HOSPITALITY: Unsecureds to Get 100% w/ Interest in 5 Years LEADVILLE CORP: Unsecureds to Get Less Than 1% in Ex-CEO's Plan MACQUARIE INFRASTRUCTURE: S&P Reinstates BB Rating on Senior Notes MAD RIVER: Court Extends Plan Exclusivity Until Jan. 31 MADDOX FOUNDRY: Seeks Court Approval to Employ Broker MALLINCKRODT PLC: Buxton Says It Has Shareholders' Support MEG ENERGY: Fitch Assigns B+ Rating on Proposed Unsec. Notes METRONOMIC HOLDINGS: Wants Plan Exclusivity Extended Until April 6 MKJC AUTO: Feb. 3 Hearing on Bidding Procedures for All Assets MOHEGAN TRIBAL: S&P Rates Secured Revolving Credit Facility 'B-' MONAKER GROUP: Delays Filing of Form 10-Q for Period Ended Nov. 30 MONAKER GROUP: Incurs $2.3 Million Net Loss in Third Quarter MONAKER GROUP: Underwriters Opt to Buy Additional 462,000 Shares MOUNTAIN PHOENIX: U.S. Trustee Unable to Appoint Committee MYOMO INC: Sublease with Upstatement Takes Effect Jan. 13 NATIONAL AMUSEMENTS: S&P Affirms 'B-' ICR; Outlook Stable NATIONAL RIFLE ASSOCIATION: Blames Hostilities in NY for Filing NATIONAL RIFLE ASSOCIATION: Intends to File Full-Payment Plan NATIONAL RIFLE ASSOCIATION: NYAG Won't Let NRA Evade Oversight NATIONAL RIFLE ASSOCIATION: Says It Isn't Afraid of NY Lawsuit NATIONAL RIFLE: Jan. 25 Deadline Set for Panel Questionnaires NPC INT'L: Court Okays $801M Sale of Wendy's, Pizza Hut Restaurants NS8 INC: Debtor Gets Court Nod to Probe Ex-CEO's Transfers ORGANIC POWER: Seeks to Employ Bobonis Bobonis as Special Counsel PANTHER GUARANTOR: S&P Assigns 'B-' ICR; Outlook Stable PERRY FARMS: Gets Court OK to Employ Real Estate Broker PETCO ANIMAL: Moody's Raises CFR to B2, Outlook Stable PLATINUM GROUP: Subsidiary Lion Battery Granted Second US Patent POPULUS FINANCIAL: S&P Withdraws 'CCC+' Issuer Credit Rating PROFESSIONAL FINANCIAL INVESTORS: May Use Cash Collateral RAMARAMA INC: March 1 Disclosure Statement Hearing Set REMINGTON OUTDOOR: Sets Sale Procedures for De Minimis Assets RESOLUTE FOREST: S&P Alters Outlook to Stable, Affirms 'B+' ICR REYNOLDS CONSUMER: S&P Upgrades ICR to 'BB+' on Deleveraging ROYAL CARIBBEAN: Sells Azamara Brand, Fleet to Raise Cash SEISENBACHER INC: Case Summary & 20 Largest Unsecured Creditors SEISENBACHER INC: To Pursue Simple Plan of Liquidation SEISENBACHER INC: US Arm of Austrian Supplier Seeks Chapter 11 SN TEAM: Reaches Stipulated Agreement With U.S. Bank National SOUTHERN FOODS: Unsecureds Owed $363M to Recover Less Than 1% STEAK N' SHAKE: Taps FTI Consulting for Possible Debt Restructuring SUMMITRIDGE VENTURE: Case Summary & 4 Unsecured Creditors SUNERGY CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors SUNGARD AS: S&P Withdraws 'CCC+' Issuer Credit Rating TARGA RESOURCES: S&P Rates $750MM Senior Unsecured Notes 'BB' TASEKO MINES: Town Council Decides Not to Appeal Protection Permit TEA OLIVE: Appoints 4 New Committee Members TERRY MCDONOUGH: Scheers Buying Daytona Beach Property for $445K UNITI GROUP: Fitch Assigns B Rating on $750MM Unsec. Notes Due 2029 UNIVERSITY OF PUERTO RICO: Makes January Payment to Bondholders VANDEVCO LIMITED: U.S. Trustee Unable to Appoint Committee VENUS CONCEPT: Reports Preliminary Revenue Results for Q4 2020 VIDEO RIVER: Hires George Sharp as Consultant VIDEOTRON LTEE: S&P Assigns 'BB+' Rating to C$500MM Unsecured Debt WAVE COMPUTING: Asks Conditional Nod to Sell All Assets for $57.5M YOUNGEVITY INTERNATIONAL: Provides Business Update in Open Letter [*] 100+ Gas and Oil Firms Went Bankrupt in 2020 [*] AIRA Announces 2 CDBV Certification Awards [*] SCOTUS Issues Opinion on Property Possession of Estate Property [^] BOOK REVIEW: GROUNDED: Destruction of Eastern Airlines ********* 1 BIG RED: Baldocchi Buying Kansas City Property for $360K ---------------------------------------------------------- 1 Big Red, LLC, asks the U.S. Bankruptcy Court for the District of Kansas to authorize the sale of the real property located at 1205 W. 75th Terrace, in Kansas City, Missouri, legally described as Westmoreland Park - W 34' of Lot 35 and All of Lot 3, to Brandon D. Baldocchi for $360,000. The Debtor buys and sells real estate. Its assets consist of the Real Property and other real properties as further described in the Chapter 11 schedules. After exploring its alternatives, the Debtor has determined in their business judgment that the sale of its Property is the best method for satisfying its lenders and generating the highest value for its assets when considering the time constraints imposed by the its creditors and the Bankruptcy Code. Prior to the commencement of the case, the Debtor entered into a Residential Real Estate Contract with the Buyer for the sale of the Property for the sum of $360,000. Pursuant to the Contract, the Debtor proposes to sell the Property. The Buyer has deposited with the Escrow Company the sum of $2,000, with the balance due upon closing. The Debtor asks the specific authority to sell the Property free and clear of all liens, including, but not limited to the following: a. Wilmington Trust, NA Appointment of Successor Trustee named Centre Trustee Corp. filed as instrument number 2019E0080340; b. Assignment of Deed of Trust from PS Funding, Inc. to Wilmington Trust, as Trustee of the MFRA Trust 2016-1 filed as instrument number 2019E0075702; and c. Guardians of Travel, LLC deed of trust filed as instrument number 2020E0050177. Any such liens will attach to the proceeds of the sale. Any real estate commission, real estate taxes, title insurance, and usual and regular closing costs will be paid at the time of the Closing of the transaction with the balance of the funds to be held in the Debtor's DIP bank account pending further order of the Court. Guardians of Travel has agreed to waive any claim to any proceeds. The creditors of the Debtor will receive greater value through an orderly sale in Chapter 11 than they would receive if relief from stay is granted. It believes that the proposed Sale is reasonable and for a fair market value. A copy of the Contract is available at https://bit.ly/2LLf9Hq from PacerMonitor.com free of charge. About 1 Big Red, LLC 1 Big Red, LLC, principally located at 440 E. 63rd St., in Kansas City, MO 64110, is engaged activities related to real estate. 1 Big Red, LLC sought Chapter 11 protection (Bankr. D. Kan. Case No. 21-20044) on Jan. 15, 2021. The case is assigned to Judge Robert D. Berger. The Debtor listed total assets at $2.5 million and $3,094,099 in estimated liabilities. The Debtor tapped Colin Gotham, Esq., at Evans & Mullinix, P.A. as counsel. The petition was signed by Sean Tarpenning, CEO. ACCESSORAMA LLC: Unsecured Creditors Will Get 45% of Claims in Plan ------------------------------------------------------------------- Accessorama, LLC, submitted an Amended Subchapter V Plan of Reorganization on January 15, 2021. The Debtor is in the business of wholesale supplier of men's neckwear and other men's accessories. The largest purchaser of products supplied by the Debtor is the retail men's clothing store, Men's Wearhouse. Prior to the commencement of the case, sometime in 2019, Men's Wearhouse, through its parent Tailored Brands, Inc., began publically disclosing that it was having financial difficulties. As Men's Wearhouse refused to accept delivery of orders placed, and was not placing new orders, the future looked bleak for the Debtor. The Debtor suffered cash flow shortages. The Debtor had no future orders for product. The situation looked dire. That caused the Debtor to commence a Chapter 11 case on September 10, 2020. Under the Plan, Class One consists of the general unsecured creditors holding Allowed Claims. The Debtor estimates the combined amount of these claims, based on the Debtor's bankruptcy schedules and filed proofs of claims, and subject to possible objections to claims, to be approximately $500,629. If the Plan is confirmed, then each general unsecured creditor will receive on account of their Allowed Claims, and in full satisfaction of their Allowed Claims, a one time distribution representing 45 percent of each such creditor's allowed claim. Class Two is comprised of JPMorgan Chase Bank, N.A. Pursuant to the Payroll Protection Plan, that was part of the Federal CARES Act, the Debtor will file the necessary paperwork to have this claim forgiven. The Debtor has utilized the funds that comprise this Class Two in accordance with the requirements for loan forgiveness under the CARES Act and the PPP program. In the event that some or all of the claim in this class is deemed to not be forgiven pursuant to the Payroll Protection Plan, then commencing 30 days after the final determination of non forgiveness, in twelve equal monthly payments, the Debtor will pay this Class 2 claimant 45% of its Allowed Claim. This class is impaired to the extent the claim is not forgiven pursuant to the PPP Program. The benefits of the plan, as a result of the debt restructuring contemplated by the chapter 11 reorganization under subchapter V, is that the Debtor will have reduced its debt service requirements 55%. As the COVID-19 virus effectively shut down business for months, the Chapter 11 proceedings that resulted with the filing of the Plan, allowed the Debtor to whether the storm, while Menswearhouse completed its own bankruptcy case. The Debtor should be able to proceed forward, and fulfill new orders from its retail costumers, and be better placed to compete effectively in the marketplace. The Plan will be funded by the operations of the Debtor. With the pending orders now seemingly in place to be shipped and paid for accordingly, the Debtor is now actively engaged in negotiating for future orders with Men's Wearhouse, Moore's and other clients. There are no new orders, but the Debtor is working closely with Men's Wearhouse, and is hopeful that there will be orders placed for delivery in the second quarter of 2021, with an actual delivery dates starting in May 2021. Further, the Debtor is still working with some smaller customers on smaller projects. The Debtor will focus on growing these business relationships. While unsecured creditors will recover 45 percent under the Plan, creditors could expect a distribution of approximately 39.4 percent in a Chapter 7 liquidation. A full-text copy of the Amended Plan of Reorganization dated Jan. 15, 2021, is available at https://bit.ly/3o3lbAb from PacerMonitor.com at no charge. Attorneys for Debtor: BEHAR, GUTT & GLAZER, P.A DCOTA, 1855 Griffin Road, SuiteA-350 Ft. Lauderdale, Florida-3-3004 Tel. (305) 931-3771 Fax (305) 9313774 About Accessorama LLC Accessorama, LLC, is a supplier of men's neckwear and other men's accessories to Mens Wearhouse and other retailers. Accessorama, LLC, sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19840) on Sept. 10, 2020. At the time of the filing, the Debtor estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Behar Gutt & Glazer, P.A., serves as Debtor's legal counsel. ADVANTAGE HOLDCO: Seeks May 14 Plan Exclusivity Extension --------------------------------------------------------- Advantage Holdco, Inc., Advantage Opco, LLC, Advantage Vehicles LLC, E-Z Rent A Car, LLC, Central Florida Paint & Body, LLC, Advantage Vehicle Financing LLC and RAC Vehicle Financing, LLC ask the United States Bankruptcy Court for the District of Delaware to extend their exclusive periods for filing a chapter 11 plan to May 14, 2021 and to solicit acceptances to their plan to June 21, 2021. The deadline for the filing of objections to the Debtors' motion is set on February 2, 2021 at 4:00 p.m. (Eastern Time). A hearing on the Debtors' motion, if necessary, will be held on March 3, 2021 at 10:00 a.m. (Eastern Time). Advantage Holdco, Inc., Advantage Opco, LLC, Advantage Vehicles LLC, E-Z Rent A Car, LLC, Central Florida Paint & Body, LLC, Advantage Vehicle Financing LLC and RAC Vehicle Financing, LLC are represented by: Justin R. Alberto, Esq. Norman L. Pernick, Esq. J. Kate Stickles, Esq. Patrick J. Reilley, Esq. COLE SCHOTZ P.C. 500 Delaware Avenue, Suite 1410 Wilmington, DE 19801 Telephone: 302-652-3131 Email: jalberto@coleschotz.com npernick@coleschotz.com kstickles@coleschotz.com preilley@coleschotz.com -- and -- Stuart Komrower, Esq. COLE SCHOTZ P.C. P.O. Box 800 25 Main Street Hackensack, NJ 07601 Telephone: 201-489-3000 Email: skomrower@coleschotz.com About Advantage Rent a Car Advantage Rent A Car -- http://www.advantage.com/-- is a car rental company with 50 locations in the U.S. and 130 international affiliate locations. The parent entity, Advantage Holdco, is owned by Toronto-based Catalyst Capital Group. Advantage has locations in 27 markets, including New York, Los Angeles, Orlando, Las Vegas, and Hawaii, according to its website. Advantage Holdco, Inc., doing business as Advantage Rent a Car, sought Chapter 11 protection (Bankr. D. Del. Case No. 20-11259) on May 26, 2020. Six related entities also sought bankruptcy protection and estimated to have $100 million to $500 million in assets and $500 million to $1 billion in liabilities as of the bankruptcy filing. The Honorable John T. Dorsey is the case judge. The Debtors tapped COLE SCHOTZ P.C. as counsel; and MACKINAC PARTNERS, LLC, as restructuring advisor. On June 23, 2020, Judge John T. Dorsey authorized bidding procedures of Advantage Holdco, Inc. and affiliates in connection with the auction sale of substantially all of their assets. AIKIDO PHARMA: Fails to Get Approval of Stock Split Proposal ------------------------------------------------------------ AIkido Pharma Inc. reconvened its 2020 annual meeting of stockholders on Jan. 12, 2021. At the Meeting, the Company did not obtain the approval from stockholders that held a majority of the issued and outstanding shares of common stock as of the record date that was set for determination of stockholders entitled to notice and to vote at the Meeting of the proposal to amend the Company's amended and restated certificate of incorporation to effect a reverse stock split of the Company's common stock to a ratio of up to one-for-ten. About Aikido Pharma Headquartered in New York, NY, Aikido Pharma Inc. fka Spherix Incorporated -- http://www.spherix.com-- was initially formed in 1967 and is currently a biotechnology company seeking to develop small-molecule anti-cancer therapeutics. The Company's activities generally include the acquisition and development of technology through internal or external research and development. In addition, the Company seeks to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. The Company may alone, or in conjunction with others, develop products and processes associated with technology development. Recently, the Company has invested in and helped develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and with its recent asset acquisition with CBM BioPharma, Inc. in December 2019. Spherix reported a net loss of $4.18 million for the year ended Dec. 31, 2019, compared to net income of $1.73 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $32.46 million in total assets, $969,000 in total liabilities, and $31.49 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 31, 2020, citing that Company has historically incurred losses from operations and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. ASAIG LLC: Sets Bidding Procedures for Substantially All Assets --------------------------------------------------------------- ASAIG, LLC and affiliates ask the U.S. Bankruptcy Court for the Southern District of Texas to authorize the bidding procedures in connection with the auction sale of substantially all assets. A hearing on the Motion is set for Jan. 22, 2021, at 11:00 a.m. On Jan. 6, 2021, the Court entered the Final DIP Order. In accordance with their obligations and milestones set forth in the Final DIP Order, the Debtors intend to market substantially all of their assets and sell the Purchased Assets during the Chapter 11 Cases pursuant to section 363 of the Bankruptcy Code. As more fully set forth in the proposed Bidding Procedures Order and accompanying Bidding Procedures, the Debtors ask that they be authorized, but not directed, to select one or more bidders to act as the Stalking Horse Purchaser, and to enter into a Stalking Horse Agreement for the sale of the Purchased Assets. If a Stalking Horse Purchaser is ultimately selected by the Debtors, the Debtors will file and serve the Stalking Horse Selection Notice not later than Feb. 22, 2021. Thereafter, all parties in interest will have 10 days from service of the Stalking Horse Selection Notice to file objections to the designation of the Stalking Horse Purchaser(s) or any of the terms of the Stalking Horse Agreement(s), including to any of the proposed Stalking Horse Protections. If a timely Stalking Horse Objection is filed and served in accordance with the Bidding Procedures Order, the proposed designation of the Stalking Horse Purchaser and the Stalking Horse Protections under such Stalking Horse Agreement will not be deemed approved until either the Stalking Horse Objection is resolved by agreement of the objecting party and the Debtors (in consultation with the DIP Lenders) or by order of the Court. If no timely Stalking Horse Objection is filed and served with respect to a Stalking Horse Bid, the Stalking Horse Protections contemplated by such Stalking Horse Bid will be deemed approved without further order of the Court upon the expiration of the Stalking Horse Objection Deadline. In order to ensure that the Debtors' estates realize the maximum value for all Purchased Assets, and regardless of whether a Stalking Horse Purchaser is selected by the Debtors on or before the Stalking Horse Designation Deadline, the Debtors intend to "test" the marketplace in accordance with the Bidding Procedures. Specifically, they intend to employ Livingstone Partners, LLC as an investment banker to market the Purchased Assets in accordance with the Bidding Procedures and obtain the highest and best offer for a prompt sale. Thus, any Stalking Horse Bid contained in a Stalking Horse Agreement will subject to higher or better bids in accordance with the Bidding Procedures. In connection with this Sale Motion, the Debtors have filed their Emergency Application for an Order Authorizing the Employment and Retention of Livingstone Partners LLC as Investment Banker for the Debtors, and have requested that Court approve the application at the Bidding Procedures Hearing, as required by milestones set forth in the Final DIP Order. By the Sale Motion, the Debtors ask entry of two orders. Following an initial hearing to be held on Jan. 22, 2021 at 11:00 a.m. (CT), the Debtors ask entry of the Bidding Procedures Order: (i) approving bidding procedures, (ii) approving procedures for the assumption and assignment of executory contracts and unexpired leases and proposed cure costs related thereto, (iii) approving the bid protections payable to a Stalking Horse Purchaser, (iv) scheduling a bid deadline, auction date, and sale hearing date; (v) approving form of notice thereof; and (vi) granting related relief. Following a the Sale Hearing to be scheduled by the Court in the Bidding Procedures Order, the Debtors ask entry of the Sale Order: (i) authorizing the Debtors to sell substantially all of their assets to the Stalking Horse Purchaser(s) or other Successful Bidder free and clear of liens, claims and encumbrances; (ii) authorizing the Debtors to assume and assign certain executory contracts and unexpired leases to the Stalking Horse Purchaser(s) or other Successful Bidder; and (iii) granting related relief. The Bidding Procedures contemplate the following schedule, subject to Court approval and modification as necessary, in connection with concluding a sale of the Purchased Assets: a. Contract Objection Deadline: Feb. 19, 2021, at 5:00 p.m. (CT) b. Sale Objection Deadline: Feb. 19, 2021, at 5:00 p.m. (CT) c. Stalking Horse Designation Deadline: Feb. 22, 2021, at 5:00 p.m. (CT) d. Stalking Horse Objection Deadline: The last date by which parties in interest must file and serve a Stalking Horse Objection in the event the Debtors file a Stalking Horse Selection Notice will be 10 days after service of the Stalking Horse Selection Notice. e. Adequate Assurance Objection Deadline: The last date by which any contract counterparty to an Assumed Executory Contract must file and serve objections relating to adequate assurance of future performance will be the later of: (i) 10 days after service of the Stalking Horse Selection Notice, or (ii) if such Adequate Assurance Objection relates to a Successful Bidder that is not the Stalking Horse Purchaser, 5:00 p.m. (CT) on March 17, 2021. f. Bid Deadline: March 12, 2021, at 5:00 p.m. (CT) g. Qualified Bids Determined: March 15, 2021, at 5:00 p.m. (CT) h. Auction Date: March 16, 2021, at 10:00 a.m. (CT) as the date and time that an auction for the Purchased Assets, if one is needed, will be held by the Debtors. i. Auction Objection Deadline: March 17, 2021, at 5:00 p.m. (CT) j. Sale Hearing if No Auction is Held: March 16, 2021 k. Sale Hearing if Auction is Held: March 18, 2021 l. Closing: March 23, 2021 or, if an Auction occurs, March 25, 2021 The salient terms of the Bidding Procedures are: a. Minimum Initial Overbid Amount: Greater than or equal to the sum of the value offered under the Stalking Horse Agreement, plus (i) the aggregate amount of the Stalking Horse Protections (if there is a Stalking Horse Bid), plus (ii) $250,000 b. Deposit: An amount equal to 10% of the Purchase Price, plus, in the event that a Stalking Horse Bid has been submitted, (i) the aggregate amount of the Stalking Horse Protections and (ii) $250,000 c. Bid Increments: $250,000 f. Stalking Horse Protections: will not exceed 3% of the Stalking Horse Purchaser's proposed purchase price and will be payable only from the cash proceeds from a Sale with another Qualified Bidder which is designated the Successful Bidder The Sale of the Purchased Assets is on an "as is, where is" basis and without representations or warranties of any kind, nature, or description. The Debtors will serve the Sale Notice, together with the Bidding Procedures, within five days after the entry of the Bidding Procedures Order, upon all parties on their Master Service List. To facilitate and effectuate the sale, the Debtors will be required to assume and assign to a Stalking Horse Purchaser or other Successful Bidder certain executory contracts and unexpired leases. The proposed Cure Notice contains detailed information regarding the procedures with respect to the Assumed Executory Contracts and affords counterparties to the executory contracts and unexpired reasonable notice and opportunity to object. The Debtors will cause the Cure Notice not later than five days after entry of the Bidding Procedures Order, or such other date as determined by the Court and set forth in the Bidding Procedures Order. The Debtors ask that any Sale Order be effective immediately by providing that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived, including with respect to any executory contracts and unexpired leases. Finally, they ask that the Court approves the relief requested in the Sale Motion by entering the Bidding Procedures Order on an emergency basis at the Bidding Procedures Hearing. A copy of the Bidding Procedures is available at https://bit.ly/3nWO1SP from PacerMonitor.com free of charge. About ASAIG LLC ASAIG, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 20-35600) on Nov. 17, 2020. The petition was signed by A. Kelly Williams, manager. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Marvin Isgur oversees the case. Matthew Okin, Esq., at Okin Adams LLP, represents the Debtor as counsel. BAILEY EIDGE: Seeks to Hire Patino Law Office as Counsel -------------------------------------------------------- Bailey Ridge Partners, LLC seeks approval from the U.S Bankruptcy Court for the Northern District of Iowa to employ Patino Law Office, LLC nunc pro tunc to June 12, 2020. The law firm will provide legal assistance in connection with the Debtor's bankruptcy case. The Debtor will pay the law firm at an hourly rate of $250 and a $10,307 retainer fee. Mr. Patino disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor's bankruptcy estate. Mr. Patino can be reached at: Patrick M Patino, Esq. Patino Law Office LLC 1111 Farnam Street, Suite 140 Omaha, NE 68102 Tel: (402) 401-4050 Email: patrick@omahaBKlaw.com About Bailey Ridge Partners Kingsley, Iowa-based Bailey Ridge Partners LLC filed a Chapter11 petition (Bankr. N.D. Iowa Case No. 17-00033) on Jan. 11, 2017. In the petition signed by Floyd Davis, managing member, the Debtor estimated assets of less than $50,000 and liabilities of $10 million to $50 million. Donald H. Molstad, Esq., at Molstad Law Firm, is the Debtor's legal counsel. On March 2, 2017, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee retained Goldstein & McClintock LLLP as lead counsel, Dickinson Mackaman Tyler & Hagen, P.C. as Iowa counsel, and Houlihan & Associates, P.C. as accountant. The court confirmed the Debtor's Chapter 11 plan on June 11, 2018. Jeffrey R. Mohrauser was appointed as plan administrator. BELK INC: KKR, Top Lenders Press Out-of-Court Restructuring ----------------------------------------------------------- Soma Biswas and Aisha Al-Muslim of Wall Street Journal report KKR & Co. Inc., Blackstone Group Inc. and other big lenders to department store chain Belk Inc. are in talks with the company to keep it out of bankruptcy after the chapter 11 process proved difficult for other retailers during the Covid-19 pandemic, according to people familiar with the matter. While Charlotte, N.C.-based Belk isn't guaranteed to reach a restructuring agreement, the company, its lenders and private equity owner Sycamore Partners are getting closer to an out-of-court deal, these people said. According to the Journal report, Belk’s lenders have noted how the Chapter 11 bankruptcy process has proved difficult for a number of other retail chains during the Covid pandemic. KKR and Blackstone are hoping to convert a portion of Belk’s $2.6 billion debt into equity, possibly through an out-of-court deal that would allow Sycamore to retain an ownership stake, the Journal said. KKR is “reluctant” to take Belk through an in-court bankruptcy process because of the high fees associated with filing, the report said. CNBC notes that Sycamore recently purchased the Ann Taylor, Loft and Lane Bryant women’s apparel brands out of bankruptcy from Ascena Retail Group. The private equity firm also owns Staples, which last week made an unsolicited takeover offer for Office Depot parent ODP. About Belk Inc. Belk, Inc., is an American department store chain founded in 1888 by William Henry Belk in Monroe, North Carolina. Now based in Charlotte, North Carolina, Belk operates 292 stores in 16 states primarily in Southeastern states. The company generated revenue of approximately $3.8 billion during the year Nov. 2, 2019. The company was acquired by Sycamore Partners in a transaction valued at $3 billion in December 2015. BLUEROCK ENERGY: U.S. Trustee Unable to Appoint Committee --------------------------------------------------------- The U.S. Trustee for Region 2 on Jan. 20 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of BlueRock Energy Inc. About BlueRock Energy Inc. BlueRock Energy, Inc., a distributor of natural gas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. 20-31211) on Nov. 30, 2020. Philip VanHorne, president and chief executive officer, signed the petition. At the time of filing, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Margaret M. Cangilos-Ruiz oversees the case. Jeffrey A. Dove, Esq. at Barclay Damon LLP, is the Debtor's counsel. BROOKFIELD WEC: Fitch Affirms 'B' LongTerm IDRs, Outlook Stable --------------------------------------------------------------- Fitch Ratings affirmed Brookfield WEC Holdings Inc.'s and Brookfield WEC Holdings Sub-Aggregator LP's (WEC; operating under the name Westinghouse Electric Company) Long-Term Issuer Default Ratings (IDRs) at 'B'. The Outlook is Stable. Fitch also affirmed WEC's asset-based lending (ABL) facility at 'BB'/'RR1' along with the senior secured revolving credit facility (RCF) and term loan at 'B+'/'RR3'. The company had $3 billion of debt at Sept. 30, 2020. KEY RATING DRIVERS Secular Pressure in Nuclear Energy: WEC' product and service offerings are concentrated in the nuclear energy market which continues to face a long-term decline in its core U.S. and Western European geographies. The decline is a result of lower priced competing energy sources and political and regulatory resistance. These core regions make up a high majority of WEC's revenue, and there is a risk that the pace of reactor closings could accelerate if government support falls and competing energy prices remain low. Fitch expects flat to slightly positive growth excluding New Plant Projects reflecting the risks of heightened competitiveness in new markets and the relatively unproven ability to build scale in the Environmental Services business. Fitch would look for further indications of sustained organic growth outside of the New Plant Projects before revising long-term growth expectations upward. Operational Restructuring Improves Margins: Fitch expects profitability to continue to improve, with EBITDA margins likely exceeding 20% in the near term. WEC has undertaken substantial cost-reduction actions over the last few years and is currently on course to achieve $200 million of savings (incremental to fiscal 2019) by the end of 2022. Performance in line with these expectations could lead to FCF margins, before distributions, sustainably around the mid- to high single digits. FCF generation in 2020 is expected to be high due to favorable but temporary working capital cash flow. Modest Deleveraging Anticipated: Based on expectations of cost savings fueling EBITDA growth and contractual term loan amortization, Fitch believes debt/EBITDA will decline to the mid-4x range in 2021 from 5.1x at fiscal YE 2019. This level is consistent with 'B' category issuers in the diversified industrial sector. These expectations are balanced with distributions to the private equity sponsor, Brookfield Asset Management, and for M&A. These priorities are not expected to increase leverage, though a more aggressive stance could pressure credit quality. Leading Market Position and Technology: WEC has a leading technology position in the commercial nuclear reactor space, with approximately half of the world's nuclear reactors running on its technology. These reactors were either built by WEC or other companies that licensed WEC's technology. In the U.S. and Europe, the company has a top-one or -two market position in nuclear plant services, benefiting from intellectual property, technical expertise, intense regulations, high switching costs and an extended fuel licensing process. The company also has a presence in China, where much of the world's growth in nuclear energy generation is expected, though there is a risk of increased competition from local firms. High Recurring Revenue Base: WEC benefits from a solid recurring revenue base supported by multiyear contracts and regular maintenance requirements. Fitch estimates that over two-thirds of profitability is driven by regularly recurring refueling and maintenance outages serviced under contracts generally ranging from 10-15 years for fuel and three to five years for outage services. These refueling cycles drive some volatility in performance yoy, though the risk is moderated by the regulatory-driven predictability of these cycles. Good Financial Flexibility: WEC's flexibility is supported by expectations of solid liquidity and FCF generation. FFO interest coverage is expected to remain around 3.0x in the next couple years as a result of improving margins and lower restructuring costs, which is higher than the 'B' category midpoint for diversified industrial firms. Capital deployment plans are taking shape, with internal growth investment and small acquisitions as priority with residual cash flow expected to be returned to the sponsor, Brookfield Asset Management. However, financial policies could be subject to change given WEC's concentrated ownership. DERIVATION SUMMARY WEC's ratings reflect its leading market position servicing the nuclear reactor market, strong technological capabilities, recurring demand-focused offering and prospects of improving profitability. These factors are weighed against its concentration in the nuclear energy market, which is experiencing a long-term decline in core geographies, and execution risks associated with its growth strategies. From a financial profile perspective, WEC's EBITDA margins approaching 20% and FCF margins (before distributions) in the mid- to high single digits is relatively strong compared with 'B' category industrial issuers. Debt/EBITDA trending toward the mid-4x range is consistent with the rating. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- Organic revenue growth, excluding New Plant Projects, is flat to slightly positive reflecting execution risks associated with the WEC's growth plans; -- EBITDA margins continue to improve, reaching 20% in the near term; -- Working capital is a large but a temporary benefit in the near to medium term; -- The company does not incur debt to finance shareholder distributions. Recovery Analysis The recovery analysis for a hypothetical future bankruptcy assumes that WEC would be considered a going concern (GC) in bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. The GC EBITDA estimate of $440 million reflects Fitch's view of a sustainable post-reorganization EBITDA level, upon which the agency bases the valuation of the company. The GC EBITDA reflects the secular challenges facing the industry, including a long-term decline in the nuclear industry, and the potential for significant liabilities arising from nuclear or environment incidents. The estimate also reflects Fitch's assumption that WEC can mitigate adverse conditions with additional cost reductions. The GC EBITDA is 25%-30% below 2019 and forecast 2020 EBITDA. An enterprise value multiple of 6x is used to calculate a post-reorganization valuation and reflects several factors. The recent bankruptcy exit multiple for WEC, based on the $3.8 billion purchase price by Brookfield (including transaction costs) was 9x based on fiscal 2017 EBITDA, and 7x based on fiscal 2018 EBITDA. In addition, the 2018 acquisition of WEC's key competitor, Framatome, was completed at approximately 8x EBITDA. The ABL facility and first-lien RCF are assumed to be fully drawn upon default. The ABL facility is senior to the first-lien RCF and term loans. The waterfall results in a 'RR1' Recovery Rating for the ABL facility of $200 million, representing outstanding recovery prospects. The waterfall also indicates a 'RR3' for the first-lien RCF of $200 million and term loan of $3 billion, corresponding to good recovery prospects. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- WEC demonstrates sustainably positive organic growth outside of legacy plant projects. -- Expectation that WEC adheres to a disciplined financial strategy and debt/EBITDA maintained below 4.5x. -- Cost-reduction initiatives perform better than expected leading to a FCF margin sustainable in the mid- to high single digits. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An aggressive financial policy leads to debt/EBITDA maintained above 5.5x. -- The U.S. nuclear energy market declines faster than expected and leads to extended revenue losses. -- FCF margins decline to breakeven to slightly positive. -- The company faces costly liabilities from an environmental or nuclear incident. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE WEC's liquidity is supported by $289 million of cash and equivalents in addition to availability under its $200 million ABL revolver and $200 million cash flow revolver. The two revolvers were undrawn though there were several LOCs outstanding against these facilities and the $375 million LOC facility at Sept. 30, 2020. Debt maturities are manageable, with $31 million of annual term loan amortization and the two revolving facilities maturing first in August 2023. SUMMARY OF FINANCIAL ADJUSTMENTS Fitch has made no material adjustments that are not disclosed within the company's financial documents. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. BURNS ASSET: U.S. Trustee Unable to Appoint Committee ----------------------------------------------------- The U.S. Bankruptcy Administrator for the Eastern District of North Carolina on Jan. 19 disclosed in a filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Burns Asset Management Inc. About Burns Asset Management Burns Asset Management filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-03888) on Dec. 14, 2020. Burns Asset President James Jerald Burns signed the petition. At the time of the filing, the Debtor disclosed assets of between $500,001 and $1 million and liabilities of the same range. Judge Stephani W. Humrickhouse oversees the case. Danny Bradford of Bradford Law Offices serves as the Debtor's legal counsel. CANNTRUST HOLDINGS: Inks Plan Deal With Securities Plaintiffs ------------------------------------------------------------- CannTrust Holdings Inc. (unlisted) announced Jan. 20, 2021, that it has entered into a Restructuring Support Agreement ("RSA") with plaintiffs who have commenced litigation in Canada and the United States asserting claims against CannTrust and others on behalf of a global class of CannTrust shareholders (together, the "Securities Claimants") and their legal counsel. The RSA provides a comprehensive framework for settling the Securities Claims under a Court-approved plan of compromise, arrangement and reorganization ("Plan of Arrangement") pursuant to the Companies' Creditors Arrangement Act (Canada) ("CCAA"). "Today's announcement represents a significant milestone towards the resolution of substantially all of the civil litigation claims that were filed against CannTrust following the Company's non-compliance with certain Health Canada regulations," said Greg Guyatt, Chief Executive Officer at CannTrust. "Although much work remains to conclude the matters contemplated by the RSA, I am pleased that, in addition to relaunching our medical and recreational businesses, we are also making further tangible progress to exit from the CCAA and put CannTrust in a position to be a successful player in the cannabis industry." The RSA contemplates that the Securities Claims will be settled as part of a broader restructuring of the Company and its subsidiaries pursuant to a Plan of Arrangement that will be completed under the CCAA. Implementation of the Plan of Arrangement will be subject to several conditions, including negotiation of mutually satisfactory definitive documentation and approval of the Plan of Arrangement by the Ontario Superior Court of Justice (Commercial List) (the "Ontario Court") in the CCAA proceedings. The RSA requires the parties to negotiate in good faith to finalize the terms of definitive agreements and the Plan of Arrangement on terms consistent with the terms of the RSA and to cooperate in good faith during the mediation ordered by the Ontario Court on May 8, 2020 (the “Mediation”). In addition, the RSA requires the other parties to cooperate with CannTrust to pursue and support the settlement of the Securities Claims in the manner contemplated by the RSA. The RSA also contemplates the resolution, pursuant to the Plan of Arrangement, of all claims against CannTrust and certain other defendants in the Securities Claims, including Greg Guyatt, Mark Dawber, John Kaden, Robert Marcovitch, Shawna Page, Mitchell Sanders and Cajun Capital Corporation. Upon the implementation of the Plan of Arrangement, CannTrust will, among other things, pay CAD$50 million into a trust that will be established for the benefit of the Securities Claimants. The RSA permits other defendants to elect to join in the settlement of the Securities Claims pursuant to the Plan of Arrangement, subject to certain conditions. The Company stated that its cash position at January 19, 2021 was approximately CAD$78 million. CannTrust also expressed its appreciation for the tireless efforts and wise counsel provided to all parties to the RSA by retired Associate Chief Justice of Ontario, Dennis O’Connor, OC, OOnt, who has supervised the Mediation. CannTrust remains under CCAA protection to facilitate its efforts to resolve its civil litigation claims and complete its review of strategic alternatives, which includes a review of financing options. Aspects of the ongoing efforts remain confidential, and the Company is unable to predict with any certainty either their timing or outcome. In the meantime, the reinstatement of its cannabis licenses and the restoration of its ongoing operations, CannTrust's re-entry into the Canadian recreational and medical cannabis business segments and its entry into the RSA are essential to the Company's focus on rebuilding its franchise. About CannTrust Holdings CannTrust Holdings Inc. -- https://www.canntrust.ca/ -- operates as a pharmaceutical company. The Company develops and produces medical cannabis for health care sectors. CannTrust also supports ongoing patient education. CannTrust serves patients in Canada. CannTrust Holdings Inc. in April 2020 commenced with the the Ontario Superior Court of Justice (Commercial List) proceedings under the Companies' Creditors Arrangement Act (Canada). CannTrust was selected Ernst & Young Inc. as monitor in the CCAA proceedings. The Ontario Court granted an order staying creditors of CannTrust, CannTrust Inc., CTI Holdings (Osoyoos) Inc., and Elmcliffe Investments Inc., as well as the plaintiffs in the putative class actions and other litigation brought against the Companies, from enforcing their claims. CannTrust remains under CCAA protection. CAPITAL FARM: Fitch Rates USD200MM Class A Preferred Stock 'BB-' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB-' rating to Capital Farm Credit's (CFC) issuance of $200 million 5.000% Fixed-Rate Class A Perpetual Non-Cumulative Preferred Stock, Series 1. In January 2021, Fitch assigned CFC a long-term Issuer Default Rating (IDR) of 'BBB' with a Stable Outlook. KEY RATING DRIVERS As a prudentially regulated institution, notching of hybrid instruments follows Fitch's "Bank Rating Criteria." Preferred securities are notched four times from the IDR, two notches for loss severity and two notches for non-performance. The ratings of CFC's preferred instruments are notched off the IDR, which incorporates CFC's intrinsic risk characteristics. Fitch does not presume any institutional or sovereign support for these instruments. The issuance of hybrid securities by CFC is not covered by the Farm Credit System Insurance Corporation (FCSIC) nor guaranteed in any form by the Farm Credit Bank of Texas (FCBT). RATING SENSITIVITIES CFC's preferred rating is primarily sensitive to any change in its Long-Term IDR. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Financial Institutions and Covered Bond issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. CRITERIA VARIATION Although Fitch does not assign a VR to CFC, the association's IDR reflects its intrinsic characteristics. As a result of its funding relationship with FCBT and its role as an FCS association, CFC does not accept deposits. Under Fitch's "Bank Ratings Criteria", the core metric for a bank's funding and liquidity profile is its loan to customer deposits ratio for its explanatory power of a bank's matching of its assets and core funding. For CFC, core funding lies in the form of its direct notes, which Fitch views as a stable source of funding with unique characteristics related to the policy role of the FCS. Thus, for the purpose of assessing CFC's funding profile, Fitch has adapted the core metric for CFC from a loan to deposit ratio to a loan to direct note funding ratio. In Fitch's view, the loan to direct note funding ratio provides a similar view into CFC's ability to fund its loans with core funding. CARSON CREEK: Owner Considering Sale of Interest to Pay Claims -------------------------------------------------------------- Carson Creek Ranch Parking, LLC, filed a Second Amended Plan of Reorganization dated Jan. 18, 2021. The Debtor plans to satisfy all creditors from the sale or disposition of the Property. The Debtor has implement a sales strategy to sell the two units of property via a Managed Qualified Bid Program to be led by Hilco Real Estate. Alternatively, but with no change to the creditors, the equity owner of Debtor, Mr. Joan Havard, is considering selling part of her ownership interest in the Debtor for an amount that would pay all claims of the estate in full by the intended closing date of March 31, 2021. The Debtor has implemented a Managed Qualified Bid Program to sell the two units of real property located at 701 Dalton Lane. Austin, Texas with minimum bids sufficient to pay all prepetition and administrative expense claims in full along with related expenses. The marketing process will commence promptly upon the employment of Hilco and targets a closing date of March 31, 2021. Under the Plan, Class 3 general unsecured claims comprise solely of scheduled claims totaling $40,143.50 owed to two creditors, as no timely claims were filed. Allowed Class 3 claims will be paid in full upon the sale or refinance of the Property after payment of Allowed Claims in classes 1 through 2. Class 3 is impaired. A red-lined copy of the Second Amended Plan of Reorganization dated Jan. 18, 2021, is available at https://bit.ly/395hPIF from PacerMonitor.com at no charge. Attorneys for Carson Creek Ranch Parking: Todd Headden HAYWARD PLLC 901 Mopac Expressway South Building 1, Suite 300 Austin, Texas 78746 Tel/Fax: 737.881.7104 E-mail: theadden@haywardfirm.com About Carson Creek Ranch Parking Carson Creek Ranch Parking, LLC, a Texas limited liability company, owns Unit 3 and Unit 4 of Duck Lake Commercial Condominiums, two of the four units comprising a commercial condominium unit in Travis County, Texas. Carson Creek Ranch Parking, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10876) on Aug. 3, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Judge Tony M. Davis oversees the case. Todd Headden, Esq., at Hajjar Peters LLP, serves as Debtor's legal counsel. CHASE MERRITT: Case Summary & Unsecured Creditor ------------------------------------------------ Debtor: Chase Merritt Global Fund LLC 19362 Fisher Ln Santa Ana, CA 92705 Business Description: Chase Merritt Global Fund LLC is engaged in activities related to real estate. The Company is the owner of fee simple title to two properties located in Santa Ana, California having an aggregate value of $2.7 million. Chapter 11 Petition Date: January 20, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10135 Debtor's Counsel: W. Derek May, Esq. LAW OFFICE OF W. DEREK MAY 400 N. Mountain Ave., Suite 215B Upland, CA 91786 Tel: (909) 920-0443 Email: wdmlaw17@gmail.com Total Assets: $2,700,000 Total Liabilities: $1,315,000 The petition was signed by Paul Nguyen, manager. The Debtor listed Dung Ngo as its sole unsecured creditor holding a claim of $65,000. AA full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/E4SQAEI/Chase_Merritt_Global_Fund_LLC__cacbke-21-10135__0001.0.pdf?mcid=tGE4TAMA CHESAPEAKE ENERGY: Court Enters Plan Confirmation Order ------------------------------------------------------- Judge David R. Jones on Jan. 16, 2021 entered an order confirming the Fifth Amended Joint Chapter 11 Plan of Reorganization of Chesapeake Energy Corp. and its affiliates. The Plan cuts about $7 billion in debt in exchange for handing over ownership to its senior lenders, including Franklin Resources Inc. The released parties under the Plan include: (a) each Debtor; (b) each Reorganized Debtor; (c) each of the Debtors' current and former directors and officers; (d) each DIP Lender; (e) each Agent; (f) each Trustee; (g) the Consenting Revolving Credit Facility Lenders; (h) the Consenting FLLO Term Loan Facility Lenders; (i) the Consenting Second Lien Noteholders; (j) the Consenting Unsecured Noteholders; (k) the Exit Facilities Lenders; (l) the Backstop Parties; (m) all holders of Interests. The RBL Lenders consented to the use of their cash collateral and consented to be primed by the DIP Facility, both of which provided the liquidity and financing necessary to fund the administration of these cases, and agreed to accept debt issued by the Reorganized Debtors on account of their claims instead of cash in accordance with the terms set forth in the Restructuring Support Agreement. The DIP Lenders provided a $925 million new money debtor-in-possession facility to finance the Chapter 11 cases and agreed to accept debt issued by the Reorganized Debtors on account of a portion of their Claims instead of cash. The Exit Facility Lenders and the Exit Facility Agent agreed to provide the $2.5 billion Exit Facilities, which will provide the Debtors with liquidity to fund distributions under the Plan and their go-forward business. The consenting FLLO Term Loan Facility Lenders and consenting Second Lien Noteholders agreed to equitize their claims in order to significantly deleverage Chesapeake's prepetition capital structure. Certain of the consenting FLLO Term Loan Facility Lenders and consenting Second Lien Noteholders also agreed to fully backstop a $600 million equity rights offering and allocate value to junior creditors beyond what they would receive in a strict priority waterfall scenario. The Plan incorporates a settlement, of numerous claims and causes of action, issues, and disputes designed to achieve a beneficial and efficient resolution of the Chapter 11 cases for all parties in interest. The settlement includes, without limitation, all claims and causes of action that are the subject of the standing motions of the Official Committee of Unsecured Creditors for leave and standing to pursue claims on behalf of the Debtors' estates. The Plan Confirmation Order adds specific provisions that would resolve or address objections and concerns raised by various parties, including: * The Securities and Exchange Commission; * United States Department of Justice; * Certain Texas Taxing Authorities; * Certain Texas State Agencies; * Parties to surety bonds; * The Commonwealth of Pennsylvania, Department of Revenue and the Texas Comptroller of Public Accounts; * The Commonwealth of Pennsylvania, Department of Environmental Protection; * Commonwealth of Pennsylvania, Department of Conservation and Natural Resources; * Chubb Companies; * Petty Entities; * Mitsui E&P USA LLC; * Chevron U.S.A. Inc; * Archrock Partners Operating LLC; * Liberty Mutual Insurance Company; * Madison Hendrix, Traci Hendrix, Norma Lyn Maldonado, Erika Beddingfield, Linda Milanovich, Justin Cobb, and Kristine Cobb, plaintiffs in MDL Proceeding; * Repsol Oil & Gas USA, LLC; * Graves Peeler Heirs; * Targa Pipeline Mid-Continent WestOK LLC; * Credit Agricole; * Marathon Oil Company; * EOG Resources, Inc.; * Eric Petroleum Corporation and Eric Petroleum Utica, LLC; * BPX Operating Company. * Atomic Capital Minerals, LLC, ACM Fund II, LLC, 2005 Seminar Complex LP, Robert Aiello, Linton Road Company, LLC, or West Shreve Land Co., LLC (collectively, the "Atomic et al. Objectors"); * Cactus Wellhead, LLC; * CoVal-BRP; * USA Compression Partners, LLC; * PMBG Client Group; * Core Laboratories LP; * Louisiana Department of Revenue; * Murphy Exploration & Production Company-USA; * CNOOC Energy U.S.A. LLC f/k/a OOGC America LLC; * Karnes Electric Cooperative; * Seismic Licensors; * Commonwealth of Pennsylvania; * TGS Entities; * Oklahoma Treasurer; * Enterprise Products Operating LLC, Enterprise Gathering LLC and Enterprise Texas Pipeline LLC; * Cecil Blount Farms, LLC Royalty Assignees; * Dallas/Fort Worth International Airport Board, the City of Dallas, and the City of Fort Worth; * Jamestown Resources, LLC, Larchmont Resources, LLC and Pelican Energy, LLC; * Certain Kinder Morgan Entities; * Energy Transfer; * Stone Well Service LLC; * Eagle Ford Royalty Interest Owner MDL Plaintiffs; * Louisiana Department of Natural Resources; * CaddoDesoto Owners; and * Tornado Venture Quatro, LLC and Tornado Venture Cinco, LLC. As evidenced by the Voting Reports, Class 3 (Revolving Credit Facility Claims), Class 4 (FLLO Term Loan Facility Claims), and Class 5 (Second Lien Notes Claims) voted to accept the Plan at each Debtor. Class 6 (Unsecured Notes Claims) and Class 7 (General Unsecured Claims) voted to reject the Plan at nearly every Debtor (together with the Deemed Rejecting Class, the "Rejecting Classes"). Because the Plan has not been accepted by the Rejecting Classes, the Debtors sought confirmation, solely with respect to the Rejecting Classes, under Section 1129(b) of the Bankruptcy Code, rather than Section 1129(a)(8) of the Bankruptcy Code. The Plan treats claims as follows: * Class 3 Revolving Credit Facility Claims will receive either (i) Tranche A RBL Exit Facility Loans or (ii) Tranche B RBL Exit Facility Loans, on a dollar-for-dollar basis; provided that any Claims on account of accrued but unpaid Existing RBL Adequate Protection Payments shall be paid in full as Cash. * Class 4 FLLO Term Loan Facility Claims will receive its Pro Rata share of (i) 76 percent of the New Common Stock and (ii) the FLLO Rights. * Class 5 Second Lien Notes Claims will each receive its Pro Rata share of (i) 12 percent of the New Common Stock, (ii) the Second Lien Rights, (iii) the New Class A Warrants, (iv) the New Class B Warrants, and (v) 50 percent of the New Class C Warrants. * Class 6 Unsecured Notes Claims will each receive its pro rata share of the Unsecured Claims Recovery. * Class 7 General Unsecured Claims will each receive its Pro Rata share of the Unsecured Claims Recovery; provided that to the extent such Allowed General Unsecured Claim is a Convenience Claim, such Holder shall receive the Convenience Claim Distribution. "Unsecured Claims Recovery" means 12% of the New Common Stock (subject to dilution on account of the Management Incentive Plan, the Rights Offering, the Put Option Premium, and the New Warrants) and 50 percent of the New Class C Warrants. A full-text copy of the Plan Confirmation Order dated January 16, 2021, is available at https://bit.ly/394Ojms Co-Counsel to the Debtors: Matthew D. Cavenaugh Jennifer F. Wertz Kristhy M. Peguero Veronica A. Polnick JACKSON WALKER LLP 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 E-mail: mcavenaugh@jw.com jwertz@jw.com kpeguero@jw.com vpolnick@jw.com - and - Patrick J. Nash, Jr., P.C. Marc Kieselstein, P.C. Alexandra Schwarzman KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 E-mail: patrick.nash@kirkland.com marc.kieselstein@kirkland.com alexandra.schwarzman@kirkland.com Counsel to Franklin: Akin Gump Strauss Hauer & Feld LLP One Bryant Park Bank of America Tower New York, New York 10036 Attention: Michael S. Stamer Meredith A. Lahaie Stephen B. Kuhn Counsel to the FLLO Ad Hoc Group Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 Attention: Damian S. Schaible Darren S. Klein Aryeh Ethan Falk Counsel to the Consenting Revolving Credit Facility Lenders and Consenting DIP Lenders: Sidley Austin LLP 555 West Fifth Street Los Angeles, CA 90013 Attention: Jennifer C. Hagle Brian E. Minyar About Chesapeake Energy Corp. Headquartered in Oklahoma City, Chesapeake Energy Corporation's (NYSE: CHK) operations are focused on discovering and developing its large and geographically diverse resource base of unconventional oil and natural gas assets onshore in the United States. Chesapeake Energy reported a net loss of $308 million for the year ended Dec. 31, 2019. As of Dec. 31, 2019, the company had $16.19 billion in total assets, $2.39 billion in total current liabilities, $9.40 billion in total long-term liabilities, and $4.40 billion in total equity. Chesapeake Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after reaching terms of a Chapter 11 plan of reorganization to eliminate approximately $7 billion of debt. The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as restructuring advisor, Rothschild & Co and Intrepid Financial Partners as financial advisors, and Reevemark as communications advisor. Epiq Global is the claims agent, maintaining the page http://www.chk.com/restructuring-information Wachtell, Lipton, Rosen & Katz serves as legal counsel to Chesapeake Energy's Board of Directors. MUFG Union Bank, N.A., the DIP facility agent and exit facilities agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors LLC as financial advisor, and Houlihan Lokey Capital Inc. as investment banker. Davis Polk & Wardwell LLP and Vinson & Elkins L.L.P. serve as legal counsel to an ad hoc group of first lien last out term loan lenders while Perella Weinberg Partners and Tudor, Pickering, Holt & Co. serve as the group's investment bankers. Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel, FTI Consulting, Inc., as financial advisor, and Moelis & Company LLC as investment banker. On July 9, 2020, the Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The unsecured creditors' committee has tapped Brown Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal counsel, and AlixPartners, LLP as its financial advisor. On July 24, 2020, the bankruptcy watchdog appointed a committee of royalty owners. The royalty owners' committee is represented by Forshey & Prostok, LLP. COMMERCIAL METALS: Fitch Rates New $300MM Unsec. Notes 'BB+/RR4' ---------------------------------------------------------------- Fitch Ratings has assigned a 'BB+'/'RR4' rating to Commercial Metals Company (CMC)'s new issuance of $300 million senior unsecured notes. The Rating Outlook is Stable. CMC intends to use the proceeds to redeem its $350 million 5.75% 2026 senior unsecured notes. The ratings reflect CMC's low-cost position and the flexible operating structure of its electric arc furnace (EAF) steel production. CMC benefits from exposure to strong construction demand regions within the U.S. and the European Union, which provides geographical diversification. The ratings also reflect Fitch's expectation total debt/EBITDA, below 2.0x in at fiscal 2020, will generally remain below 3.0x. CMC has maintained total debt/EBITDA below 3.5x over the past five years, in a highly cyclical steel industry that experienced a significant downturn during 2015-2016. Fitch views CMC's vertically integrated business model as benefiting capacity utilization, supporting its low-cost position and providing some protection against price volatility, leading to relatively stable margins through the cycle compared with steel manufacturing peers. KEY RATING DRIVERS Gerdau Assets Successfully Integrated: On Nov. 5, 2018, CMC acquired certain rebar steel mill and fabrication assets from Gerdau S.A. (BBB-) for $701 million, inclusive of working capital. Fitch viewed the Gerdau acquisition as an efficient use of capital, as the cost to build CMC's new Durant mill, although newer and more technologically advanced, was roughly triple the acquisition price in terms of price per ton of capacity. Higher rebar prices and the decision to use cash to fund a portion of the purchase price led to leverage improving in fiscal 2018 despite CMC adding debt to complete the acquisition. The acquisition significantly increased mill and fabrication capacity, created opportunities to improve efficiency and lower costs and expanded CMC's geographical footprint. Mill and fabrication shipments nearly doubled in fiscal 2019 compared with fiscal 2018, EBITDA was roughly 40% higher and consolidated EBITDA margins improved to 11.6% from 8.1%, reflecting CMC's successful integration the Gerdau assets in a relatively flat rebar price environment. Improving Leverage Profile: CMC has maintained total debt/EBITDA below 3.5x over the past five years, despite operating in a highly cyclical industry that experienced a meaningful downturn during the 2015-2016 time period. Fitch expects total debt/EBITDA, below 2.0x at fiscal 2020, to trend toward CMC's 2.0x leverage target and generally remain below 3.0x. Fitch believes CMC will likely build cash on the balance sheet during a period of high uncertainty as the world is impacted by the coronavirus pandemic. Heavily Levered to Rebar: CMC, the largest producer of rebar in the U.S., is highly levered to nonresidential construction demand and rebar in particular. Fitch views CMC's heavy exposure to rebar as partially offset by its low-cost position and its fabrication operations which provide a steady and consistent source of demand. Additionally, nonresidential construction has been one of the least affected steel end markets by coronavirus to date in Fitch's view. Construction has remained relatively resilient in 2020 as opposed to some other end markets such as auto and energy. However, Fitch expects lower nonresidential construction and lower overall steel demand in 2021 due to coronavirus. International Footprint Provides Diversification: CMC's operations are concentrated primarily in strong nonresidential construction demand regions within the U.S. and secondarily in Central Europe. CMC's operations in Poland, which account for approximately 20% of total mill capacity, provide diversification from U.S. construction exposure. Europe EBITDA margins have contracted in fiscal 2020 partially driven by elevated imports in Europe. Fitch expects Europe EBITDA margins to continue to face some pressure in the near-term but to recover over time driven by EU infrastructure spend and CMC's investment in its Polish assets to lower the cost structure and provide a wider variety of products to the markets it serves. Innovation Assists Margin Resiliency: Fitch views CMC's low-cost micro mills, innovative spooled rebar product offering and expansion into higher value-added products, including merchant, wire rod and high strength corrosion resistant rebar as benefiting margins. CMC pioneered one of the latest innovations in steel-making technology with the continuous process micro mill in Arizona. The continuous process technology allows steel to flow uninterrupted, which enables lower yield loss and lower energy consumption, resulting in cost savings. CMC also became the first producer of spooled rebar in the U.S. and its two EAF micro mills are the only facilities capable of producing this product in the U.S. Spooled rebar offers some unique benefits, including more efficient transportation, storage and reduced yield loss, and the elimination of twists in the final fabricated product compared with traditional coiled rebar. CMC's two EAF micro mills are the only facilities in the U.S. capable of producing spooled rebar. Vertically Integrated Business Model: CMC's vertically integrated business model and focus on pull-through volumes benefits consistent capacity utilization and positions the company as a low-cost producer. Approximately 50%-60% of scrap from CMC's recycling operations gets sold to CMC's mill operations. Additionally, nearly 100% of steel supply for its fabrication operations was sourced internally in fiscal 2020. CMC's recycling facilities are often located in close proximity to mills, resulting in reduced transportation costs. Mills also have a steady and captive source of demand through internal shipments to fabrication facilities leading to consistent utilization rates across these segments. Fitch believes the company's vertically integrated model also provides some margin resiliency through the cycle. Mills and fabrication operations tend to have lower margins in periods of rapidly increasing scrap prices, whereas recycling operations tend to perform well under the same conditions. The inverse correlation and timing difference of peak profitability during volatile scrap and rebar price environments across different segments helps provide some insulation against price volatility. DERIVATION SUMMARY CMC is smaller than integrated steel producers United States Steel Corporation (B-/Negative) and ArcelorMittal (BB+/Negative), although the flexible operating structure of its EAF production and CMC's low-cost position results in much less volatile profitability and more consistent, and more favorable, leverage metrics. CMC is smaller, has lower margins and is less diversified than majority EAF producer Gerdau S.A. (BBB-/Stable), although CMC compares favorably on leverage metrics. CMC is smaller, has lower product diversification, lower margins and generally weaker credit metrics compared with domestic EAF steel producer Steel Dynamics (BBB/Stable). KEY ASSUMPTIONS Fitch's key assumptions within the rating case for the issuer include: -- Relatively flat rebar prices; -- North America external shipments decline roughly 8% in fiscal 2021 and improve modestly to 2019-levels thereafter; -- EBITDA margins in the 9%-10% range; -- Capex of $200 million annually through the forecast period; -- Flat dividends and no acquisitions; -- Share repurchases of $200 million beginning in fiscal 2024. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Total debt/EBITDA sustained below 2.5x; -- EBITDA margins sustained above 8%, representing an improved pricing environment for rebar, further cost reduction, and/or an expansion of the product portfolio into higher value-add mix; -- Commitment to maintaining a conservative financial policy and investment grade credit profile. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- Total debt/EBITDA sustained above 3.5x; -- Prolonged negative FCF driven by a material reduction in steel demand or an influx of rebar imports causing rebar prices to be depressed for a significant time period; -- Depressed metal margins leading to overall EBITDA margins sustained below 6%. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Solid Liquidity: At Nov. 30, 2020, CMC had cash and cash equivalents of USD465 million and USD347 million available under its USD350 revolving credit facility due 2022. In addition, the company has approximately USD179 million available under its USD200 million U.S. accounts receivable securitization program and a PLN220 million (USD53 million available as of Nov. 30, 2020) accounts receivable securitization program. CMC also has approximately USD73 million of availability under its Poland credit facilities. ESG Considerations Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. COMMUNITY FIRST: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Community First USA, LLC DBA Community First Development Fund III, LLC 34906 Newark Blvd. Newark, CA 94560 Chapter 11 Petition Date: January 20, 2021 Court: United States Bankruptcy Court Northern District of California Case No.: 21-40071 Judge: Hon. Roger L. Efremsky Debtor's Counsel: E. Vincent Wood, Esq. THE OFFICES E. VINCENT WOOD 1501 N. Broadway, Suite 261 Walnut Creek, CA 94596 Tel: (925) 278-6680 Fax: (925) 955-1655 E-mail: vince@woodbk.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Paul LeJoy, CEO. The Debtor stated it has no unsecured creditors. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/77IIUNA/Community_First_USA_LLC__canbke-21-40071__0001.0.pdf?mcid=tGE4TAMA COMMUNITY HEALTH: Unit Begins Tender Offer for Secured Notes ------------------------------------------------------------ Community Health Systems, Inc.'s wholly owned subsidiary, CHS/Community Health Systems, Inc., has commenced a cash tender offer for up to $750 million of the Issuer's approximately $1,769 million aggregate principal amount outstanding Junior-Priority Secured Notes due 2023 on the terms and subject to the conditions set forth in the Issuer's Offer to Purchase dated Jan. 19, 2021. The Tender Offer will expire at 11:59 p.m., New York City time, on Feb. 16, 2021, unless extended or earlier terminated by the Issuer. The Issuer reserves the right to amend, extend or terminate the Tender Offer at any time subject to applicable law. Each holder who validly tenders, and does not validly withdraw, its 2023 Junior-Priority Secured Notes on or prior to 5:00 p.m., New York City time, on Feb. 1, 2021, unless extended will be entitled to an early tender payment, which is included in the total consideration above, of $30.00 for each $1,000 principal amount of 2023 Junior-Priority Secured Notes validly tendered by such holder if such 2023 Junior-Priority Secured Notes are accepted for purchase pursuant to the Tender Offer. Holders validly tendering, and not validly withdrawing, 2023 Junior-Priority Secured Notes after the Early Tender Deadline and on or before the Expiration Time will be eligible to receive only the tender offer consideration, which represents the total consideration less the early tender payment. In addition, holders whose 2023 Junior-Priority Secured Notes are accepted for payment in the Tender Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date for their 2023 Junior-Priority Secured Notes purchased pursuant to the Tender Offer. The 2023 Junior-Priority Secured Notes tendered prior to 5:00 p.m., New York City time, on Feb. 1, 2021, may be withdrawn at any time prior to the Withdrawal Deadline. 2023 Junior-Priority Secured Notes tendered after the Withdrawal Deadline may not be withdrawn. Subject to the satisfaction or waiver of certain conditions, the Issuer reserves the right, following the Early Tender Deadline, to accept for purchase prior to the Expiration Time all 2023 Junior-Priority Secured Notes validly tendered on or prior to the Early Tender Deadline. The Issuer will announce whether it intends to exercise the Early Settlement Election following the Early Tender Deadline. If the Issuer exercises the Early Settlement Election, it will pay the total consideration promptly following the Early Settlement Announcement, plus accrued and unpaid interest on the purchased 2023 Junior-Priority Secured Notes from the interest payment date for the 2023 Junior-Priority Secured Notes immediately preceding the Early Settlement Date to, but not including, the Early Settlement Date. The Issuer's obligation to accept for purchase, and to pay for, 2023 Junior-Priority Secured Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver of certain conditions, including, among others, the condition that the Issuer has completed a debt financing on terms and conditions satisfactory to it yielding gross cash proceeds of $750 million or more. The complete terms and conditions of the Tender Offer are set forth in the Tender Offer documents that are being sent to holders of 2023 Junior-Priority Secured Notes. Holders of 2023 Junior-Priority Secured Notes are urged to read the Tender Offer documents carefully. The Issuer has retained Credit Suisse Securities (USA) LLC to act as dealer manager in connection with the Tender Offer. Questions about the Tender Offer may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-2147 (collect). Copies of the Tender Offer documents and other related documents may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Tender Offer, at (866) 470-3800 (toll free) or (212) 430-3774 (collect) or email contact@gbsc-usa.com. 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'. COMMUNITY HEALTH: Unit to Offer $750M Junior-Priority Secured Notes ------------------------------------------------------------------- Community Health Systems, Inc.'s wholly owned subsidiary, CHS/Community Health Systems, Inc., intends to offer $750 million aggregate principal amount of Junior-Priority Secured Notes due 2029, subject to market and other conditions. The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to repurchase and/or redeem $750 million aggregate principal amount of its outstanding Junior-Priority Secured Notes due 2023 and to pay related fees and expenses. In particular, the Issuer intends to use the net proceeds from the Notes Offering (i) to purchase the portion of the Issuer's outstanding 2023 Junior-Priority Secured Notes that are validly tendered and accepted for purchase in the cash tender offer announced on Jan. 19, 2021, and (ii) to the extent the aggregate principal amount of 2023 Junior-Priority Secured Notes validly tendered and accepted for purchase in the cash tender offer is less than the Tender Cap, redeem or repurchase (in one or more open market repurchases and/or privately negotiated transactions) an aggregate principal amount of 2023 Junior-Priority Secured Notes equal to the amount by which the Tender Cap exceeds the principal amount of 2023 Junior-Priority Secured Notes validly tendered and accepted for purchase in such tender offer. The Notes will be offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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'. COMMUNITY PROVIDER: ESOP Participants Say Disclosures Inadequate ---------------------------------------------------------------- Individuals Robert Bennetti, Linki Peddy, Linda Mariano, Chip Foust, and 89 other participants in the Community Provider of Enrichment Services, Inc. ("CPES") Employee Stock Ownership Plan and Trust (the "CPES ESOP" or "ESOP") submitted an objection to the adequacy of CPESAZ Liquidating, Inc., et al.' Disclosure Statement and preliminary objections to the Debtors' Joint Chapter 11 Plan of Liquidation. The Plan Participants are a part of over 1,100 plan participants holding all the beneficial interest in these Debtors. In large measure, they are minimum wage therapists, counselors and staff who have provided services to the mentally ill in Arizona for forty years. The Plan Participants point out that the Plan is patently non-confirmable. "The Debtors' Plan has two principal elements, both of which make it impossible to confirm. The first element is that the Plan Participants have no vote. Given that they are the only group at risk, how is it possible that any Court would permit them not to have a vote? The second is that the Debtors' directors, officers and other ESOP fiduciaries are provided third-party releases, which are disfavored in this Circuit." The Plan Participants also assert the disclosures are inadequate: * The Disclosure Statement provides no information as to how a 40 year old corporation can lose most of its value (the Disclosure Statement does not say, but at least 60% or 70%) in the few months that passed between the filing on October 15, 2019 of the last Form 5500 and the filing of the CPES-AZ Chapter 11 Petition. Over 1100 people have lost their life's savings. * The Disclosure Statement does not disclose the potential for CPES ESOP Plan Participants to recover value by asserting claims against certain of Debtors' directors, officers and Plan fiduciaries, all of whom are insured by virtue of the huge premiums paid to fiduciary insurance liability carriers shortly before the bankruptcy filings. * The Disclosure Statement does not disclose that the Liquidation Plan abandons the only source of substantial recovery available to CPES ESOP Plan Participants that have lost most of the value of their retirement funds. * The Disclosure Statement does not disclose that the Liquidation Plan's third-party releases for Debtors' conflicted directors, officers and Plan fiduciaries are contrary to 9th Circuit Law. * The Disclosure Statement does not disclose the justification for granting third-party releases. The normative standard for granting such releases are that the released parties are providing some contribution to the Liquidation Plan, either cash or services or some combination of the two. * The Debtors should provide a detailed liquidation analysis. Creditors and Parties in Interest cannot cast a ballot for or against a plan without having some basis to determine whether the plan is likely to be more or less favorable than the prompt liquidation of Debtors' assets. That is doubly the case in the context of a liquidating plan of reorganization where the Debtors' principal assets have already been sold. Attorneys for the ESOP Participants: DAVID R. JOHANSON DOUGLAS A. RUBEL HAWKINS PARNELL & YOUNG, LLP 1776 Second Street Napa, CA 94559 Telephone: (707) 299-2470 Facsimile: (707) 581-1704 E-mail: djohanson@hpylaw.com drubel@hpylaw.com - and - SCOTT MCNUTT 324 Warren Road San Mateo, California 94402 Telephone: 415-760-5601 E-Mail: smcnutt@ML-SF.com About Community Provider of Enrichment Services Community Provider of Enrichment Services, Inc., which conducts business under the name CPES, is a community human services and healthcare organization based in Tucson, Ariz. It offers a full range of community-based behavioral health services, substance abuse treatment, foster care, and intellectual and developmental disability support with locations throughout Arizona and California. On the Web: https://www.cpes.com/ CPES and its affiliate, Novelles Developmental Services, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-10554) on April 24, 2020. On Aug. 11, 2020, another affiliate, CPES California, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-15456). At the time of the filing, CPES reported $1 million to $10 million in both assets and liabilities while Novelles Developmental Services disclosed assets of $100,000 to $500,000 and liabilities of the same range. CPES California disclosed assets of $1 million to $10 million and liabilities of $100,001 to $500,000. Judge Deborah J. Saltzman oversees the cases. The Debtors tapped Faegre Drinker Biddle & Reath LLP as their legal counsel and CohnReznick Capital Market Securities, LLC as their investment banker. Timothy J. Stacy is the patient care ombudsman appointed in the Debtors' Chapter 11 cases. He is represented by Resnik Hayes Moradi, LLP. * * * CPES Inc., et al., in October 2020 won approval to sell their California assets to National Mentor Healthcare, LLC d/b/a California Mentor, which topped the auction with an offer of $9,350,000. The sale closed Nov. 16, 2020. In November 2020, the Debtors won approval to sell their Arizona assets to select bidders for $210,000. The Arizona purchased assets include 19 CapGrow leases that were assumed and assigned, which eliminated, at minimum, $400,000 in potential rejection damages claims. The Debtors were renamed to CPESAZ Liquidating, Inc., et al., following the sale. CONGERS PHARMACY: May Use Cash Collateral Thru Feb. 11 ------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York has authorized Congers Pharmacy Inc. to use cash collateral on an interim basis in accordance with the budget. The use of the Debtor's personal property, including cash in bank accounts, which potentially constitutes collateral of McKesson Corporation, Capital One Bank Corporation as an SBA lender, and AmerisourceBergen Drug Corporation is essential to the continued preservation and maximization of the Debtor's estate. On or about January 3, 2018, the Debtor and McKesson entered into a supply contract under which the Debtor granted a security interest in all of its assets, including but not limited to accounts receivable, to secure Debtor's purchases of pharmaceutical products. And on January 3, 2018, McKesson perfected its security interest by recording a financing statement with the New York Department of State, Filing No. 201801035013845. As of the Petition Date, McKesson was owed $5,101, which debt has now been paid subject to the terms of the Court's order authorizing such payment. The Debtor is obligated as a borrower under a note dated May 15, 2018, a security agreement and a UCC-1 fixture filing with Secured Creditor pursuant to which it borrowed the original principal amount of $460,000 as an SBA loan. On May 16, 2018, Secured Creditor perfected its security interest by, among other things, control of deposit accounts and recording a financing statement with the New York Department of State, Filing No. 201805168224155. The Debtor is a party to a supply contract with ABC, that under the supply contract and related documents, the Debtor granted ABC a security interest in substantially all of the Debtor’s assets. ABC's security interest is secured by a UCC-1 financing statement recorded on February 8, 2018 with the New York Department of State, Filing No. 201802085170774, and that pursuant to a subordination agreement between ABC and the Secured Creditor, ABC's security interest, while second in priority by virtue of the date of recordation, is subordinated to the Secured Creditor's claim and security interest up to $460,000 plus certain other amounts. The Debtor also received an Economic Injury Disaster Loan from the SBA on May 16, 2020, in the amount of $150,000 for relief due to the pandemic. This loan will become payable beginning in May of 2021. It is not believed that the SBA has perfected a security interest for the Disaster Loan. The Debtor is permitted to use the Cash Collateral to pay the McKesson PrePetition Indebtedness in accordance with the critical vendor motion filed at the same time as the Motion, which has been granted by separate order of the Court. On and after the Petition Date, the Debtor is permitted to purchase products including pharmaceutical products from McKesson on agreed-upon credit terms, in the amounts set forth in the Budget. Such postpetition purchases may be paid using Cash Collateral. To the extent McKesson holds a valid, perfected and enforceable security interest in the Collateral, McKesson will maintain its first priority security interest in the Collateral on account of purchases of the Purchased Products on agreed-upon trade credit terms. In addition to the existing rights and interests of McKesson, Secured Creditor and ABC in the Cash Collateral and for the purpose of adequately protecting McKesson, the Secured Creditor and ABC from Collateral Diminution, McKesson, the Secured Creditor and ABC are granted replacement liens, only to the extent that their respective liens were or are deemed valid, perfected and enforceable as of the Petition Date in the continuing order of priority of their prepetition liens. All Replacement Liens granted are deemed effective, valid, and perfected as of the Petition Date, without the necessity of filing or recording by or with any entity of any documents or instruments otherwise required to be filed or recorded under applicable non-bankruptcy law. The Debtor is also required to maintain all necessary insurance, including, without limitation, general liability, property, life, fire, hazard, comprehensive, public liability, and workmen's compensation as required by the Secured Lender under the respective loan documents and the Office of the U.S. Trustee. The final cash collateral hearing is scheduled for February 11, 2021 at 10:00 a.m. A copy of the order is available at https://bit.ly/3itjnPX from PacerMonitor.com. About Congers Pharmacy Inc. Congers Pharmacy Inc. is a pharmacy that operates its improved leased property located at 15 S. Route 303, Congers, NY 10920. It sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Case No. 20-23275) on December 15, 2020. Judge Robert D. Drain oversees the case. DESTILERIA NACIONAL: Unsecureds Payout Hiked to 95% in Miramar Plan ------------------------------------------------------------------- Creditor Miramar Brewing LLC has filed a First Amended Chapter 11 Plan and a corresponding Disclosure Statement for debtor Destileria Nacional Inc. On Jan. 14, 2021, the Treasury Department of the Commonwealth of Puerto Rico ("Hacienda") filed amendments to the proofs of claim that had been contemplated by Miramar in the preparation of its Disclosure Statement and Plan. Specifically, Hacienda filed (i) amended Proof of Claim No. 3-3 that reduces the amount previously claimed of $128,022 (including the sum of $96,384 claimed as priority) to the amount of $600 (including the sum of $500 claimed as priority); and (ii) amended Proof of Claim No. 8-2 that reduces the amount previously claimed of $600 (including the sum of $500 claimed as priority) to the amount of $0. In consideration thereof, Miramar filed the First Amended Disclosure Statement and Amended Plan. According to Miramar, the material amendments to the Disclosure Statement and Plan are: (a) In consideration of the substantial reduction in the Hacienda claims (including the priority portion), an Amended Liquidation Analysis was required, which reflects an increase in the dividend that holders of General Unsecured Claims would receive in liquidation under Chapter 7, from 52%, to 72% of the value of their Claims. (b) Likewise,taking into account the diminution of the Hacienda claims and other considerations set forth below, the Purchase Price has been modified accordingly to $731,237; and (c) Payment to holders of General Unsecured Claims has been increased, from an amount equivalent to approximately 90% of their Allowed General Unsecured Claims on the Effective Date, to payment consisting of an amount equivalent to approximately 95% of their Allowed General Unsecured Claims on the Effective Date. (d) Although the Court had entered an Amended Order granting the Debtor's assumption of the Executory Contract with Popular Auto, such Executory Contract was included in the Assumed Contracts Schedule, in abundance of caution, in order to set forth that such Executory Contract assumed by the Debtor will be assigned to the Purchaser upon confirmation, pursuant to the Plan; and, also, Popular Auto's Cure Claim of $20 was included in the corresponding Class 1 of Cure Claims, with the related amendments and adjustments. Creditor Miramar Brewing LLC filed a Chapter 11 Small Business Plan that provides that Miramar intends to acquire assets of the Debtor, free and clear of liens and encumbrances, for the continued operation of the related business. Under the Plan, holders of Allowed Class 1 Cure Claims which will receive payment from the sum of $84,313, equivalent to 100 percent of the total amount of Cure Claims, on the effective date. Holders of Allowed Class 2 General Unsecured Claims will receive payment from the sum of $432,155, equivalent to approximately 95 percent of the total amount of General Unsecured Claims. The prior version of the Plan and Disclosure Statement said that Class 1 claimants were to receive $84,293 under the Plan, and Class 2 claimants were to recover 90 percent. Holders of existing equity interests on the Debtor will receive no distributions under the Plan on account of their interests. The Plan will be fully funded on the effective date by the payment of the purchase price by Miramar deriving from an investment of private funds unrelated to the Debtor. A full-text copy of Miramar's First Amended Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/35ZPP7D from PacerMonitor.com at no charge. Attorneys for Miramar Brewing: FERNANDEZ CUYAR ROVIRA & PLA, LLC P.O. Box 9023905 San Juan, Puerto Rico 00902-3905 Telephone: (787) 977-3772 Facsimile: (787) 977-3773 About Destileria Nacional Destileria Nacional, Inc., a beer manufacturer headquartered in Guaynabo, P.R., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 20-01247) on March 6, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Enrique S. Lamoutte Inclan oversees the case. The Debtor hired Isabel Fullana-Fraticelli & Asoc. PSC as its legal counsel. DMM HOLDINGS: Asks for March 22 Plan Exclusivity Extension ---------------------------------------------------------- DMM Holdings, LLC asks the U.S. Bankruptcy Court for the District of Massachusetts to extend the exclusive period within which it may file its Chapter 11 Plan from January 21, 2021 to March 22, 2021. On September 24, 2020, the Court allowed the joint administration of the case of DMM Holdings, along with that of related debtors Martin Development, LLC, Diesel Realty, LLC and David M. Martin. Unlike the cases of its related debtors, DMM Holdings' case was not designated as a small business case. DMM Holdings' primary asset consists of real estate known as 19 Main, which is located at 19-23 Main Street, Amesbury, MA. 19 Main is secured by a commercial mortgage given to Birch Hollow, LLC, which is asserted to be in the amount of $7,445,305.42 as of September 23, 2020, the Petition Date. Birch Hollow's mortgage is cross-collateralized by the real estate and other assets owned by the Related Debtors. DMM Holdings alleges that the Debtors have been engaged in ongoing discussions with Birch Hollow in an effort to reach a resolution of the latter's claim in the context of a Chapter 11 plan, which the Debtors expect to jointly propose. It further alleges that because the Related Debtors are designated small business cases, they enjoy the longer 180 days exclusivity period afforded under Section 1121(e) which will not expire until March 22, 2020. DMM Holdings seeks the extension of its exclusivity period for approximately 60 days so that it coincides with the expiration of the Related Debtors' exclusivity period. DMM Holdings, LLC is represented by: Marques C. Lipton, Esq. Nina M. Parker, Esq. PARKER & LIPTON PARKER & ASSOCIATES LLC 8 Winchester Place, Suite 204 Winchester, MA 01890 Telephone: 781-729-0005 Email: mlipton@parkerlipton.com About DMM Holdings, LLC DMM Holdings, LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). On September 23, 2020 DMM Holdings and its affiliates filed voluntary Chapter 11 petitions (Bankr. D. Mass. Lead Case No. 20-40935). The petitions were signed by David M. Martin, manager. At the time of the filings, DMM Holdings had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Elizabeth D. Katz oversees the case. Debtors are represented by Parker & Lipton. DPW HOLDINGS: Changes Name to "Ault Global Holdings Inc." --------------------------------------------------------- DPW Holdings, Inc. has changed its name to Ault Global Holdings, Inc. effective Jan. 19, 2021. The change in the corporate name was approved by the Company's board of directors and did not require approval by the Company's stockholders. The Company's shares will remain traded on the NYSE American under its current ticker symbol "DPW." The Company also announced the following changes in the titles of certain of its executive officers effective Jan. 19, 2021: * Milton "Todd" Ault, III has been appointed executive chairman * William B. Horne has been appointed chief executive officer of the Company and remains vice chairman * Henry Nisser has been appointed president of the Company and remains general counsel The Company noted the retention of its current ticker symbol serves as a reminder of Company's origins and the change of the corporate name reflects the future of the Company and its goal to exercise its full potential as a global holding company. As a global holding company the corporate objective remains to be to assist its operating subsidiaries in their growth, maturation and operating performance as well as to pursue strategic opportunities that will contribute to shareholder value. Milton "Todd" Ault, III, the Company's executive chairman, said, "While 2020 provided many challenges for the Company, we are very pleased with our progress during the year and how we are entering the new year. Our significant capital raise in the fourth quarter of 2020 allowed us to eliminate most of our debt, acquire strategic assets and fund our operating subsidiaries. We now believe we have the strongest balance sheet in the Company's 60-plus year history. While we are entering a new year, we are also entering what I believe is a new phase in operational excellence. I have every confidence in Will Horne's operational leadership in pursuing our holding company strategy, supported by a great corporate team including our President, Henry Nisser, our CFO, Ken Cragun and our SVP Finance, David Katzoff. As Executive Chairman, I will focus on strategic opportunities and capital allocation to fund growth. We believe Ault Global Holdings and its subsidiaries start 2021 with a very bright outlook and singular opportunities for growth in our defense business, electric vehicle charger and energy storage systems, data centers and innovative lending solutions, among others." The Company's new corporate headquarters address is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 while Digital Power Lending, LLC, Coolisys Technologies Corporation and Digital Power Corporation will remain headquartered in California. About Ault Global Holdings, Inc. Ault Global Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings recorded a net loss available to common stockholders of $32.93 million for the year ended Dec. 31, 2019, compared to a net loss available to common stockholders of $32.34 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $43.64 million in total assets, $39.12 million in total liabilities, and $4.52 million in total stockholders' equity. Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the Company's auditor since 2012, issued a "going concern" qualification in its report dated May 29, 2020 citing that the Company has a working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DPW HOLDINGS: Coolisys Accepts Pre-Orders for EV Chargers on Amazon ------------------------------------------------------------------- DPW Holdings, Inc.'s power electronics business, Coolisys Technologies Corp., began accepting pre-orders on Amazon.com for its ACECoolTM residential level 2 7kW single electric vehicle charger, on Jan. 13, 2021. The wall mount charging system is compatible with all EVs that utilize the SAE J1772 connector, including all Tesla models with SAE J1772 adapters and can be installed in any residential house, garage or parking lot with a 240-volt power outlet. The Company issued a press release on October 16, 2020, stating that Coolisys envisioned this development occurring in early 2021. Coolisys is encouraged by the interest in its residential EV chargers on Amazon.com and is in conversations with additional online retailers and distributors. The Company will continue to provide updates on key developments with potential channel partners as circumstances warrant. Coolisys' President and CEO, Amos Kohn said, "We are pleased to announce the Amazon pre-order launch of our residential EV wall mount charging system. Coolisys' compact, space saving wall mount AC charging system is easy to install and uses advanced charging technology that provides highly efficient and reliable charging of electric vehicles. We believe our EV charger product line is well positioned to address the expected rapid expansion of infrastructure required to support broad adoption of electric vehicles globally." About DPW Holdings DPW Holdings, Inc. -- http://www.DPWHoldings.com-- is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW's headquarters are located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663. DPW Holdings recorded a net loss available to common stockholders of $32.93 million for the year ended Dec. 31, 2019, compared to a net loss available to common stockholders of $32.34 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $43.64 million in total assets, $39.12 million in total liabilities, and $4.52 million in total stockholders' equity. Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the Company's auditor since 2012, issued a "going concern" qualification in its report dated May 29, 2020 citing that the Company has a working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. DRC III: Seeks to Use First State Bank's Cash Collateral -------------------------------------------------------- DRC III, LLC and affiliates ask the U.S. Bankruptcy Court for the District of Nebraska for entry of an order authorizing the use of cash collateral of First State Bank which generally consists of revenues generated from the operation of the Dismal River Club. The Debtors require the use of cash collateral to sustain sufficient working capital to finance its ongoing post-petition business operations until it confirms a plan of reorganization. Absent the use of Cash Collateral, the Debtors may be forced to close the DRC, in which case its assets and the bankruptcy estate will be irreparably harmed to the detriment of not only the Debtors, but also all of their creditors, and would result in significant job losses. As a threshold matter, the Chapter 11 cases were not filed as a result of a failing business or a spiraling downturn in the Debtor's financial condition. To the contrary, since 2017, the DRC has more than tripled its revenues topping more than $7,000,000 in the last year. The Debtors believe that 2020 was the most successful year for the DRC to date and believe this success will continue and grow into the future. In early 2020, Matthew Kreifels and James Gustafson, via Inline Capital Partners / DRH, LLC and Dismal River Holdings, LLC, filed a lawsuit in the District Court of Douglas County, Nebraska against J. Jacobs Holdings, LLC seeking access to the books and records of Dismal River Holdings, LLC and HC Land. Co., LLC, an accounting of Dismal River Holdings, LLC and HC Land. Co., LLC, and for Judicial Dissociation attempting to eject J. Jacob's Holdings, LLC as a member of Dismal River Holdings, LLC and HC Land. Co., LLC. To resolve the Inline Litigation, J. Jacobs Holdings, LLC, Matthew Kreifels and James Gustafson entered into a series of documents and transactions in which: a. J. Jacobs Holdings, LLC purchased Mathew Kreifels' 50% interest in Inline Capital, LLC, Nebraska limited liability company; b. J. Jacobs Holdings, LLC purchased Gustafson's: (i) 100% interest in Inline Capital Partners / DRH, LLC, a Nebraska limited liability company; (ii) 50% interest in Inline Capital Partners; and (iii) 14.285715% interest in 93 Air, LLC. As part of these transaction, all four Debtors executed a variety of promissory notes, security agreements, deeds of trusts, pledge agreements, and other documents in favor of Kreifels and Gustafson that purport to encumber all or substantially all of the Debtors' assets. First State Bank is the Debtors' primary lender. DRC, III executed and delivered to the Plaintiff a revolving line of credit Promissory Note dated July 25, 2019, in the original principal amount of $500,000. HC Land Co., LLC executed and delivered to the Plaintiff a Promissory Note dated March 27, 2020, in the original principal amount of $2,473,814. The Redemption Transaction also called for very aggressive repayment schedule. These repayment schedules were made, in part, upon the Debtors' reliance and understanding that a third party investor was willing and able to make a substantial capital infusion in the Debtors, which would be used in part to fund the Redemption Transaction. However, this investor transaction was not consummated and the Debtors were unable to meet the aggressive repayment schedule of the Redemption Transaction. As a result, GKH filed suit in the District Court of Hooker County to enforce the terms of the Redemption Agreement, foreclose its purported liens in the Debtors' assets, and schedule a foreclosure sale of the land upon which the DRC sits. In the face of these impending foreclosure actions, either of which would have had an immediate and substantially detrimental impact on the operations of the DRC, the decision was made to file the bankruptcy cases. The Debtors believe FSB is an over-secured creditor and thus as the luxury of an equity cushion in the Debtors' assets. More specifically, the Debtors possess and will provide to the Court a current appraisal that demonstrates the value of the DRC is approximately $17,000,000. Prior to the Petition Date, DRC, III and HC Land Co. entered into the FSB Loan Documents. To secure the Pre-Petition Indebtedness and pursuant to the terms of the FSB Loan Documents, DRC, III and HC Land Co. granted FSB a security interest in all of their respective assets, but not limited to, all real estate, inventory, equipment, personal property, general intangibles, accounts, chattel paper, contract rights and other rights to payment together with all proceeds of the foregoing. The Debtors propose to provide the following as adequate protection for their use of Cash Collateral, and to the extent of a diminution in value resulting from the use of Cash Collateral: a. First and foremost, FSB appears to have an equity cushion approximately 5 times the balances of its secured debts asserted against Debtors. b. Notwithstanding 11 U.S.C. section 552, FSB's liens and security interests in the Pre-Petition Collateral will continue to attach to DRC, III's and HC Land Co.'s post-petition assets of the same kind and to the same extent the liens were effective or valid with respect to the Pre-Petition Collateral, including without limitation, whether now owned or hereafter acquired, inventory, equipment, general intangibles, accounts, chattel papers, contract rights and other right to payment, including all substitutions and replacements of the foregoing and the proceeds thereof; c. The Budget demonstrates that DRC, III'S and HC Land Co.'s cash position will increase over the Period and hence there will not be a diminution of value or Cash Collateral. d. The Budget calls for DRC, III and HC Land Co. to continue making payments to FSB per the terms of the FSB Loan Agreements; e. The FSB Loan Documents will remain in full force and effect to the same extent the liens were effective or valid prior to the Petition Date; f. DRC, III and HC Land Co. will comply with all reporting requirements under the Loan Documents and shall furnish to Bank such additional information respecting the financial condition and results of the operation of the DRC, III and HC Land Co. as Bank may from reasonably request; g. FSB and its agents will have the right to inspect the books and records of DRC, III and HC Land Co. and to inspect and appraise FSB's Collateral during regular business hours and at such other times as are mutually convenient. h. The Debtors will make no dividends, distributions or payments to its shareholders, investors, employees, officers or directors in excess of that in the Budget, if any. A copy of the Debtors' request and their cash flow budget through June 2021 is available at https://bit.ly/391yHQs from PacerMonitor.com. About DRC III, LLC DRC III, LLC and affiliates collectively own and/or operate the Dismal River Club or DRC in Mullen Nebraska. Established in 2006, the DRC has attracted golfers from across the country and around the globe to the hills of Western Nebraska to experience Debtors’ world class hunting, fishing outdoor excursions, lodging amenities, five-star dining, spa services and two highly rated golf courses. It is a vitally important part of the economy of Mullen, Nebraska. The Debtors filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Neb. Case No. 21-80011-TLS) on January 7, 2021. The case is assigned to Judge Thomas Saladino. Turner Legal Group, LLC represents the Debtors as counsel. EAGLE HOSPITALITY: CIty of Long Beach Concerned Over Queen Mary --------------------------------------------------------------- Kelly Puente of Long Beach Post News reports that the entity that operates the Queen Mary in Long Beach filed for Chapter 11 bankruptcy in the third week of January 2021, throwing the ship's fate into limbo yet again after several other operators met similar financial troubles over the past five decades. More than two dozen hotels and other properties, including the Queen Mary, listed as entities under Singapore-based Eagle Hospitality Trust filed for bankruptcy on Monday, Jan. 18, 2021, in Delaware court with a total of more than $500 million debt, according to court records obtained by the Post. The filing comes as Eagle Hospitality has seen major financial problems since it halted trading on Singapore Stock Exchange in 2019 following a notice of default on a $341 million loan from Bank of America. The City of Long Beach, which owns the Queen Mary, in a statement on Tuesday, January 19, 2021, said officials are "concerned with this development, as the company has a long-term obligation to ensure the upkeep and operation of the City's asset." The statement said officials would be requesting information from Eagle Hospitality to sort out the entity's immediate operational plans, "and will take appropriate legal steps in the process to ensure the City and the Queen Mary are protected." City Manager Tom Modica will also schedule an open discussion on the issue with the City Council in February, the statement said. The Queen Mary has been closed to the public since May 7, 2020 due to the pandemic. Among the creditors with the largest claims connected to the Queen Mary include a $2 million claim from San Clemente-based event company Evolution Hospitality, which handles the day-to-day operations on the ship, according to court documents. The bankruptcy is the latest in a string of problems for the Queen Mary since former operator Urban Commons, a Los Angeles-based real estate investment firm, signed a lease to run the ship in 2016. Urban Commons in 2019 created a real estate investment entity called Eagle Hospitality Trust to list on the Singapore Stock Exchange, with the goal of raising millions for a massive development project called Queen Mary Island. But the company hit tensions with the board of Eagle Hospitality and its shareholders when it didn’t fulfill financial obligations and repeatedly failed to pay rent for its portfolio of hotel properties. The problems culminated in September 2020, when Eagle Hospitality’s managers terminated the master lease agreements for Urban Commons' hotels, including the Queen Mary. The move essentially removed Urban Commons as the Queen Mary's operator, though Long Beach city officials have said Urban Commons is still obligated for any problems under the lease agreement. Meanwhile, claims and lawsuits have been pulling up against Urban Commons for issues ranging from non-refunded wedding deposits to unpaid city taxes. Eagle Hospitality has faced its own problems. In October 2020, authorities in Singapore arrested several directors on suspicion of failing to make required disclosures to investors. The individuals have not yet been charged with any offenses. Urban Commons is also under scrutiny by Long Beach City Auditor Laura Doud. Among the concerns for the audit, the city in 2016 issued $23 million in bonds for emergency repairs for the aging ship, but funds ran out and some projects were sidelined as many critical repairs ran over budget. Doud has said she is looking into how that money was spent. This isn't the first time a Queen Mary operator has filed for bankruptcy. A series of companies have failed to make the century-old ocean liner and its surrounding area profitable since it arrived in Long Beach in 1967. The Diners Club Credit Card Co., which had the first lease to run the Queen Mary, invested $5.6 million in improvements, but it backed out of the project in 1970 before the ship opened to the public. The Walt Disney Co. later owned the ship but quit its lease shortly after the release of a 1992 marine survey that identified $27 million needed for repairs. Joe Prevratil, who signed a lease to run the ship in 1993, filed for Chapter 11 bankruptcy in 2006 when the city demanded several million dollars in unpaid rent. Prevratil in 2007 agreed to pay the city $4.9 million in a bankruptcy settlement. Save the Queen LLC purchased the lease through an auction at bankruptcy and then defaulted on its loan in 2009. About Eagle Hospitality Group 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. EHT US1, Inc., and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1, Inc., estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped PAUL HASTINGS LLP as bankruptcy counsel; FTI CONSULTING, INC., as restructuring advisor; and MOELIS & COMPANY LLC, as investment banker. COLE SCHOTZ P.C. is the Delaware counsel. RAJAH & TANN SINGAPORE LLP is Singapore Law counsel, and WALKERS is Cayman Law counsel. DONLIN, RECANO & COMPANY, INC., is the claims agent. EAGLE HOSPITALITY: Sends 15 U.S. Hotels to Chapter 11 Bankruptcy ---------------------------------------------------------------- Singapore-based Eagle Hospitality Group sent entities that own 15 full-service hotels to Chapter 11 bankruptcy to make use of the "breathing space" to execute a value-maximizing marketing process and sale of Eagle Hospitality Group's business pursuant to Section 363 of the Bankruptcy Code. The Eagle Hospitality Group, consisting of EH-REIT and its direct and indirect subsidiaries, was established in May 2019 with the principal strategy of investing on a long-term basis in a diversified portfolio of income-producing real estate properties located in the United States -- exclusively hotels. Through direct and indirect wholly-owned subsidiaries of EH-REIT, the Eagle Hospitality Group owns a portfolio of 18 full-service hotels all of which are located in the United States, and each of which is owned by a separate LLC entity that is a member of the Eagle Hospitality Group (each, a "Propco"). 18 Hotels in Portfolio The 15 PropCos that filed for Chapter 11 own these hotels: Hotel Market Segment Rooms ------ -------------- ----- Sheraton Pasadena (CA) Upper Upscale 311 Holiday Inn Hotel Anaheim (CA) Upper Midscale 255 Embassy Suites by Hilton Anaheim North (CA) Upper Upscale 223 Holiday Inn Hotel & Suites San Mateo (CA) Upper Midscale 219 Four Points by Sheraton San Jose Airport(CA) Upscale 195 The Westin Sacramento (CA) Upper Upscale 101 Embassy Suites by Hilton Palm Desert (CA) Upper Upscale 198 The Queen Mary Long Beach (CA) Upscale 346 Renaissance Denver Stapleton (CO) Upper Upscale 400 Holiday Inn Denver East - Stapleton (CO) Upper Midscale 298 Sheraton Denver Tech Center (CO) Upper Upscale 263 Holiday Inn Orlando Suites - Waterpark (FL) Upper Midscale 777 Crowne Plaza Danbury (CT) Upscale 242 Doubletree by Hilton Salt Lake Airport(UT) Upscale 288 Hilton Atlanta Northeast (GA) Upper Upscale 271 The three non-Debtor PropCos own these hotels: Hotel Market Segment Rooms ------ -------------- ----- Crowne Plaza Dallas - Galleria-Addison (TX) Upscale 428 Hilton Houston Galleria Area (TX) Upper Upscale 292 Delta Woodbridge (NJ) Upper Upscale 311 As of the Petition Date, only Renaissance Denver, Holliday Inn Denver, Delta Woodbridge (NJ), and Hilton Atlanta Northeast are open. The Hotels span the upper upscale, upscale, and upper midscale market segments. The Hotels are licensed (with one exception) through franchise agreements with subsidiaries of premium and well-recognized hotel brands (collectively, the "Franchisors") and consist of 5,418 rooms located across eight states in primarily corporate, leisure, and airport locations. $448 Million of Funded Debt As of the Petition Date, the Eagle Hospitality Group has approximately $509.9 million in principal amount of outstanding funded debt obligations across Debtor and Non-Debtor, of which approximately $448.3 million are outstanding funded debt obligations of the Debtors, the difference being the mortgage loans in respect of the Non-Debtor Propcos. On May 24, 2019, securities of EHT were issued in Singapore to the public through an initial public offering on the Mainboard of the Singapore Exchange Securities Trading Limited. These publicly traded securities are "stapled securities" comprising 1 unit of EH-REIT and 1 unit of EH-BT stapled together and treated as a single instrument. The equity interests in the Former REIT Manager are controlled by Taylor Woods ("Woods") and Howard Wu ("Wu"). Woods and Wu also control the equity interests of the trustee-manager of EH-BT, Eagle Hospitality Business Trust Management Pte. Ltd. (the "BT Trustee-Manager"). At the time of the IPO, largely through the offering prospectus dated May 16, 2019, the Eagle Hospitality Group touted the experience of its sponsor, Urban Commons, LLC, whose equity interests are also controlled by Woods and Wu. As is sometimes customary for a REIT structure, the Eagle Hospitality Group's Hotel portfolio was, until recently, leased to 18 subsidiaries of Urban Commons under Master Lease agreements. The Master Leases required that the Master Lessees pay rent to the Propcos while providing the Master Lessees the authority to enjoy the remaining profits from the Hotels and manage the day-to-day operations. The Master Lessees in turn entered into or assumed rights and obligations under: (i) various hotel management agreements ("HMAs") with third-party hotel management companies (the "Hotel Managers") to manage the properties owned by the Eagle Hospitality Group; and (ii) franchise agreements with the Franchisors to brand the properties. The Master Lessees were generally responsible for paying rent to the Propcos as well as covering other Hotel operating expenses for each of their respective leased Hotel properties, including the payment of fees to the Hotel Managers and Franchisors, while providing working capital to the Hotel Managers, if needed, to run the day-to-day operations. Liquidity Crisis Beginning with the January 2020 rent, the Master Lessees failed to pay rent due to the Eagle Hospitality Group. In addition, even prior to January 2020, the Master Lessees had begun to default on their payment obligations under various HMAs throughout the portfolio, and these defaults eventually resulted, by the end of May 2020, in the closure of all but three of the Hotels by the Hotel Managers as well as the accrual of $52.9 million of unmet obligations to vendors, contractors, taxing authorities, and others, which in turn led to the commencement of litigation and the imposition of statutory liens against some of the Hotels. These defaults, in turn, led in March 2020 to the assertion of defaults and ultimately the acceleration of the Eagle Hospitality Group's largest credit facility in aggregate outstanding principal amount of $341 million -- Prepetition Credit Facility -- held by a syndicate of lenders, including Deutsche Bank AG, DBS Bank Ltd., UBS AG, Bank of the West, and Bank of America, N.A. (the "Prepetition Lenders"), with Bank of America, N.A. serving as administrative agent (the "Administrative Agent"). As a result of such lender action, most of the cash accounts throughout the Eagle Hospitality Group's portfolio were frozen, and such accounts have only been accessible to date under the conditions of a series of forbearance agreements reached between Eagle Hospitality Group and the Prepetition Lenders. When it became clear that the Master Lessees would not cure the failure to pay rent, a special committee of directors of the Former REIT Manager (other than Woods and Wu) was appointed pursuant to a resolution dated March 26, 2020. The Special Committee was initially comprised of all four of the Former REIT Manager's independent directors and the Former REIT Manager's Chief Executive Officer and executive director -- five members in total (thus excluding Woods and Wu). After its formation, the Special Committee worked closely with the REIT Trustee to protect the Eagle Hospitality Group's interests. Among other things, the Special Committee and the REIT Trustee caused: (i) the hiring of independent legal counsel (Paul Hastings LLP), restructuring advisors (FTI), and an investment banking firm (Moelis & Company LLC) who immediately began to explore options, including through negotiations with the Prepetition Lenders, as well as with respect to out of court solutions and a potential restructuring or disposition of assets under chapter 11 of the Bankruptcy Code; (ii) the initiation of an investigation by the CRO and counsel into the prepetition activities of the Master Lessees and Urban Commons; and (iii) the termination of the Master Leases and the initiation of legal actions to obtain legal control over the Hotels. On Sept. 21, 2020, the Eagle Hospitality Group served notices of termination with respect to each of the Master Leases upon the Master Lessees, which resulted in the automatic termination of the Master Leases pursuant to their terms 10 days later, on October 1, 2020. Subsequently, the Eagle Hospitality Group began unlawful detainer actions against the Master Lessees in the applicable state courts with the goal of obtaining legal control of the Hotels. As of the Petition Date, the Master Lessees have failed to contest any of these unlawful detainer actions and the Eagle Hospitality Group has obtained legal control of 11 of its 18 Hotels. Unlawful detainer actions with respect to the remaining seven Hotels were ongoing as of the Petition Date, although these pending actions are substantially complete and the Eagle Hospitality Group is in the last stages of obtaining legal control of such Hotels. The liquidity crisis arising from the Master Lessees' failure to make rent payments and the numerous claims in connection with the Master Lessees' unpaid property-related obligations have placed the Eagle Hospitality Group under intense pressure at a time when revenue from the Hotels is minimal. Making matters worse, the Eagle Hospitality Group's attempt to engage a new manager that would recapitalize EH-REIT failed when the proposed new manager was rejected at the Dec. 30, 2020 extraordinary general meeting ("EGM") of EHT's unitholders. In this confluence of circumstances, the Eagle Hospitality Group determined that filing the Chapter 11 Cases was the only feasible option to protect the interests of its stakeholders and to maximize the value of its assets through an orderly sale process. As part of the Chapter 11 cases, the Eagle Hospitality Group has, among other things, appointed David Mack of Drivetrain LLC as an independent director (the "EHT US 1 Independent Director") of EHT US1, Inc. -- the Eagle Hospitality Group entity that is the indirect owner of, and controls through its member-managed LLC subsidiaries, all the Propcos -- including as related to EHT US1, Inc.'s role as the member, manager and/or direct or indirect controlling equity holder of its direct and indirect subsidiaries. Further, the Eagle Hospitality Group has secured a $100 million DIP financing facility from one or more funds managed by, or other entities affiliated with, Monarch Alternative Capital LP, which would entail the grant of liens in previously unencumbered Hotels to the DIP Lenders. About Eagle Hospitality Group 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. EHT US1, Inc., and 26 affiliates, including 15 LLC entities that each owns hotels in the U.S., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-10036) on Jan. 18, 2021. EHT US1, Inc., estimated $500 million to $1 billion in assets and liabilities as of the bankruptcy filing. The Debtors tapped PAUL HASTINGS LLP as bankruptcy counsel; FTI CONSULTING, INC., as restructuring advisor; and MOELIS & COMPANY LLC, as investment banker. COLE SCHOTZ P.C. is the Delaware counsel. RAJAH & TANN SINGAPORE LLP is Singapore Law counsel, and WALKERS is Cayman Law counsel. DONLIN, RECANO & COMPANY, INC., is the claims agent. ECOARK HOLDINGS: Announces Dismissal of Class Action Suit --------------------------------------------------------- Simon Abrahms filed on Jan. 15, 2021, a notice of dismissal without prejudice of the class action lawsuit which was filed in the U.S. District Court of the District of Nevada on Nov. 9, 2020 against Ecoark Holdings, Inc. and members of its Board of Directors. On Nov. 10, 2020, the Company became aware of the Lawsuit filed on Nov. 9, 2020 by an alleged stockholder individually and on behalf of a class against the Company and its individual directors. The complaint questions the absence of any broker non-votes on Proposal 5 to approve the Authorized Capital Increase at the Annual Meeting and suggests some kind of improper action. In fact, the Company said, there were no broker-non-votes on Proposal 5 to approve the Authorized Capital Increase since the brokers obviously elected to use their discretion and vote in favor of Proposal 5. As disclosed in the Current Report on Form 8-K filed on Jan. 4, 2021, the Company's shareholders ratified the corporate action giving rise to this litigation at a special meeting that was held on Dec. 29, 2020. As a result, the Company expects that its sole liability is to reimburse the plaintiff for his reasonable attorneys' fees. About Ecoark Holdings Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011, Ecoark is a diversified holding company. Ecoark Holdings has four wholly-owned subsidiaries: Ecoark, Inc., a Delaware corporation which is the parent of Zest Labs, Inc., 440IoT Inc., Banner Midstream Corp., and Trend Discovery Holdings Inc. Through its subsidiaries, the Company is engaged in three separate and distinct business segments: (i) technology; (ii) commodities; and (iii) financial. Ecoark reported a net loss of $12.14 million for the year ended March 31, 2020, compared to a net loss of $13.65 million for the year ended March 31, 2019. As of Sept. 30, 2020, the Company had $33.50 million in total assets, $15.71 million in total liabilities, and $17.79 million in total stockholders' equity. EKSO BIONICS: Reports Prelim Q4, Full Year 2020 Financial Results ----------------------------------------------------------------- Ekso Bionics Holdings, Inc. reported preliminary top line financial results for the fourth quarter and fiscal year ended Dec. 31, 2020. Total revenue for the fourth quarter of 2020 is an estimated $2.3 million, compared to total revenue of $3.7 million in the fourth quarter of 2019. Total revenue for fiscal year 2020 is estimated to be approximately $8.9 million, compared to $13.9 million in 2019. Cash at Dec. 31, 2020 was $12.9 million, compared to $10.9 million at Dec. 31, 2019. "Our estimated fourth quarter 2020 revenue reflected solid performance as we executed on key initiatives while navigating through COVID-related market challenges," commented Jack Peurach, president and chief executive officer of Ekso Bionics. "During the quarter, we continued to gain traction with our network operator strategy in the medical business. We believe that our new subscription model, which reduces capital constraints, will facilitate additional strategic deals and further expand our installed base in 2021. We are also pleased that our latest industrial innovation, EVO, generated strong customer excitement and solid initial adoption trends following its August 2020 launch. Looking ahead, we remain confident that as the COVID situation improves, our growing pipeline of opportunities will build greater momentum supported by our compelling value propositions in both the medical and industrial fronts." About Ekso Bionics Ekso Bionics -- http://www.eksobionics.com-- is a developer of exoskeleton solutions that amplify human potential by supporting or enhancing strength, endurance and mobility across medical and industrial applications. Founded in 2005, the Company continues to build upon its expertise to design some of the most cutting-edge, innovative wearable robots available on the market. The Company is headquartered in the Bay Area and is listed on the Nasdaq CapitalMarket under the symbol EKSO. Ekso Bionics reported a net loss of $12.13 million for the year ended Dec. 31, 2019, compared to a net loss of $26.99 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $23.48 million in total assets, $15.08 million in total liabilities, and $8.40 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2010, issued a "going concern" qualification in its report dated Feb. 27, 2020, citing that Company has incurred significant recurring losses and negative cash flows from operations since inception and an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. EXACTECH INC: S&P Affirms 'CCC+' ICR; Ratings Off Watch Negative ---------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Exactech Inc. and 'CCC+' ratings on its first-lien senior secured revolver and term loan. S&P removed the ratings from CreditWatch, where it placed them on May 5, 2020, with negative implications due to pandemic-related uncertainties on procedure volumes and potential tightness on liquidity. S&P said, "We are assigning a stable outlook, which reflects our view that Exactech will experience 20%-25% of growth in 2021, supported by the nondiscretionary nature of orthopedic procedures, and sustain EBITDA margins in the 17%-18% range. Our outlook also reflects our expectation that the company will have sufficient liquidity to cover its fixed charges over the next 12 months." Exactech Inc. expanded EBITDA margins and preserved cash during the pandemic, thereby reducing the risk for a downgrade. Exactech's business was affected by the COVID-19 pandemic, especially in the second quarter of 2020, when people delayed surgical procedures amid mass lockdowns. Revenues declined about 37% on a year-over-year basis. Elective procedures resumed in May, and the company's third-quarter revenues began to recover, rebounding to within 2% of prior-year levels. S&P projects revenues will remain largely stable, based on procedure volumes being relatively resilient despite the ongoing pandemic. Exactech managed to reduce certain variable costs in sales, marketing, and other general and administrative expenses. Consequently, the company maintained EBITDA margins in the 17% range in the 12-month period ending in the second quarter, similar to pre-COVID levels and expanded EBITDA margins to the 18% range in the third quarter. S&P expects the company will continue generating EBITDA margin in this range with cost savings partially offsetting some pricing pressure. S&P said, "We estimate the company to incur fixed charges (including interest payments, debt repayment, working capital, and capital expenditure) of about $65 million-$70 million in 2021; and we project the company to achieve a similar amount of EBITDA. In addition, Exactech has cash on balance sheet of about $32 million and about $20 million availability under its $50 million revolver as of Sept. 30, 2020. We expect the company to have sufficient headroom of at least 15% and will continue to have access to the remainder of the revolver." "Our affirmation reflects revenue growth of 20%-25%, adjusted EBITDA margins sustained in the 17%-18% range, adjusted leverage of 5x-6x, and break-even free operating cash flow in 2021. We expect the revenue growth in 2021 to be supported by the recovery and pent-up demand from postponed orthopedic procedures with slightly higher growth derived from the extremities segment than large joints. Our ratings also reflect adjusted leverage of about 6x in 2020, improving to about 5x in 2021 as a result of top-line and EBITDA increase." "Over the past several years, Exactech experienced negative free operating cash flow due to its growth investments in knee and shoulder systems. Since Exactech completed the buildout of these new systems, we now expect the company to achieve break-even cash flow in 2021, similar to our pre-COVID projection. The cash flow generation improvement is a result of the aforementioned cost-containment ability and reduction of capital expenditure (capex)." "We project Exactech's 2021 performance could exceed 2019 levels given the recent improvement, but the longer-term effect of the pandemic remains uncertain. Although revenues have ramped up over the past few months with elective orthopedic procedures resuming, the risk from the pandemic remains. Despite the continuation of vaccine rollouts, various factors such as testing and facilities capacity, resource availability, and patient behaviors can still fluctuate as the pandemic evolves." "Our stable outlook reflects our view that Exactech will experience 20%-25% of growth in 2021, supported by the delayable but not necessarily discretionary nature of orthopedic procedures and sustain EBITDA margins in the 17%-18% range. Our stable outlook also reflects our expectation that the company will have sufficient liquidity to cover its fixed charges over the next 12 months." "We could lower our rating on Exactech if its liquidity becomes constrained. This could happen if cash flow deficit is higher than expected or operating performance deteriorates such as an unsuccessful rollout of the new shoulder system, so that covenant cushion tightens and access to the revolver is limited." "We could consider an upgrade if Exactech exhibits sustained revenue growth and maintains its EBITDA margin such that we gain confidence it can consistently generate at least modest positive free cash flows." EXTRACTION OIL: Cuts Debt by $1.3B, Boosts Liquidity to $236M ------------------------------------------------------------- Extraction Oil & Gas, Inc. on Jan. 20, 2021, said it has successfully completed its financial restructuring process and emerged from Chapter 11. The Company officially concluded its reorganization after completing all required actions and satisfying the remaining conditions of its Plan of Reorganization. Extraction's capital structure now includes a new $1.0 billion reserve-based lending facility ("New RBL Facility") with an initial borrowing base of $500 million maturing in July 2024. Extraction's unsecured claimants, including holders of Extraction's senior unsecured notes, received a distribution of approximately 99% of Extraction's newly issued common stock. Unrestricted Cash * Approximately $11 million cash balance at emergence New RBL Facility * $500 million initial borrowing base * Approximately $265 million drawn at emergence * Matures July 2024 Rights Offering * $200 million in proceeds raised from a rights offering subscribed by the Company's unsecured note holders, existing equity holders and general unsecured creditors * Proceeds used to repay Debtor-in -Possession (DIP) facility New Common Equity * Approximately 25 million shares of common stock outstanding * Approximately 0.7 million incremental shares reserved for potential future distribution to certain general unsecured claimants whose claim values are pending Pro Forma Capital Structure Details Pro forma for the repaid DIP facility and drawings under the new RBL facility, the restructuring resulted in a net reduction of approximately $1.3 billion in funded debt and preferred equity. Details of the Company's pro forma capital structure and liquidity are outlined: Shares Outstanding As of Pro Forma at (in thousands) Sept. 30, 2020 Emergence ------------------ -------------- ------------ Series A Preferred Stock 185 -- Stockholders' Equity: Common Stock 138,372 -- Treasury Stock 38,859 -- New Common Stock -- 24,927 --------- -------- Shares Outstanding* 177,231 24,927 * Excludes 0.7 million shares reserved for potential distribution to general unsecured claimants * Excludes approximately 2.9 million Tranche A Warrants, exercisable for one share of New Common Stock per Tranche A Warrant at an initial exercise price of $107.64 with a term of four years * Excludes approximately 1.5 million Tranche B Warrants, exercisable for one share of New Common Stock per Tranche B Warrant at an initial exercise price of $122.32 with a term of five years. Debt & Pref. Stock As of Pro Forma at (in thousands) Sept. 30, 2020 Emergence ------------------ -------------- ------------ RBL Facilities: DIP 110,000 -- Pre-Petition RBL 453,746 –- New RBL -- 265,000 --------- -------- Sub-total RBL Facilities $563,746 $265,000 Senior Unsecured Notes: 2024 Senior Notes due May 15, 2024 400,000 -- 2026 Senior Notes due Feb. 1, 2026 700,189 -- --------- -------- Sub-total Senior Unsecured Notes 1,100,189 -- --------- -------- Total Debt $1,663,935 $265,000 Series A Preferred Stock $189,840 -- Liquidity (in thousands) RBL Borrowing Base $650,000 $500,000 (-) RBL Drawn (600,500) (265,000) (-) Letters of Credit Outstanding (49,500) (9,200) (+) Cash 121,165 10,910 --------- -------- Total Liquidity $121,165 $236,710 Listing on NASDAQ In connection with emergence from Chapter 11, the Company's existing equity interests will be converted into shares in the newly capitalized company, effective January 20, 2021. Shares of the Company's new common stock have commenced trading on NASDAQ under the ticker symbol XOG. About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. (NASDAQ: XOG) -- http://www.extractionog.com/-- is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, the Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is Debtors' independent audit services provider. * * * U.S. Bankruptcy Judge Christopher S. Sontchi on Dec. 22, 2020 approved Extraction Oil & Gas Inc.'s plan to reduce funded debt by $1.3 billion. The Company emerged from bankruptcy in January 2021. EXTRACTION OIL: Names New CEO, Directors After Ch. 11 Exit ---------------------------------------------------------- Greg Avery of Denver Business Journal reports that Extraction Oil & Gas named a new CEO and revealed a new board of directors as it emerged from Chapter 11 bankruptcy Wednesday, January 20, 2021, after completing six months of restructuring. Industry veteran Tom Tyree, who had been executive chairman of Denver-based Extraction (Nasdaq: XOG) since early 2020, became CEO of the business. Mr. Tyree replaces co-founder Matt Owens in the role. Owens remains president and COO, the company announced Wednesday afternoon. Mr. Tyree is a board member of Denver-based natural gas company Antero Resources (NYSE: AR) and chairman of the board for Denver-based Northwoods Energy, an exploration and production company focused on Wyoming's Powder River Basin. He previously served on the board of Denver-based Bonanza Creek Energy Inc. (NYSE: BCEI) and earlier held CFO positions at local production companies Vantage Energy and Bill Barret Corp. Extraction's seven-member board of directors is led by Benjamin Dell, named chairman of the board. Dell is co-founder and a managing partner of New York City-based Kimmeridge Energy, an private equity fund focused on the oil industry. Pursuant to the Plan, the Company appointed a new, seven-member Board of Directors comprised of Benjamin Dell (Chairman), Morris Clark, Carrie Fox, Carney Hawks, Tom Tyree, Michael Wichterich and Howard Willard. All leadership appointments are effective Jan. 20. "The Extraction team has worked hard over the last six months to right-size the business, lower its cost structure and optimize its midstream agreements," Dell said in a press release. "The company is now well positioned to embrace a new [exploration and production] business model focused on generating returns above the cost of capital, delivering free cash flow and, most critically, returning that free cash flow to investors." The company will also strive to be an environmental leader in the industry through low-impact operations, emissions reduction and reporting, he said. Extraction Oil & Gas is focused on crude oil and natural gas production at wells it drills mostly in the western and southern edges of Colorado's Denver-Julesburg Basin oilfield. It is the fourth-largest crude oil producer in the state by volume, and wells it has drilled in close proximity to northern Colorado suburbs raised the company's profile. Extraction filed for Chapter 11 bankruptcy protection on June 14, 2020 to free itself from $1.7 billion in debt it couldn't pay, either by negotiating a debt-for-equity swap with lenders, or by merging or being acquired by another oil and gas company. The company had, in the depths of the oil market collapse triggered by the Covid-19 pandemic and a Russian and Saudi Arabian price war, been unable to raise new financing. It did not reach a merger deal and last December 2020, it received a Delaware bankruptcy court judge's approval for its restructuring plan. It was able to reach new pipeline agreements with midstream companies as part of its restructuring. Extraction's reorganization includes a raising $200 million from an equity rights offering allowing major debt holders and lenders to convert what they're owed into new shares in the company. Another $50 million in equity rights will be offered to some creditors holding unsecured general claims against Extraction. Extraction exits bankruptcy with a $1 billion lending facility in place, which has an initial $500 million borrowing base that matures in July, 2024. The company drew $264 million from that borrowing capacity upon emerging from Chapter 11 protection, adding to the company's $11 million cash balance. About 99% of the new shares the company issued went to unsecured claimants and debt notes holders owed when Extraction entered bankruptcy protection last spring of 2020. About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. is an independent energy exploration and development company focused on exploring, developing and producing crude oil, natural gas and NGLs primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. On the web: http://www.extractionog.com/ Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, the Debtors disclosed $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is Debtors' independent audit services provider. U.S. Bankruptcy Judge Christopher S. Sontchi on Dec. 22, 2020 approved Extraction Oil & Gas Inc.'s plan to reduce funded debt by $1.3 billion. The Company emerged from bankruptcy in January 2021. EXTRACTION OIL: NGL Signs Supply Deal, OKs $35M Grand Mesa Payout ----------------------------------------------------------------- NGL Energy Partners LP (NYSE: NGL) confirmed a global settlement with Extraction Oil and Gas, Inc. following its expected emergence from bankruptcy, including Adjusted EBITDA guidance for the fiscal year ending March 31, 2021 ("Fiscal 2021") and the fiscal year ending March 21, 2022 ("Fiscal 2022"). Extraction, in its Chapter 11 bankruptcy proceeding, rejected its two transportation service agreements ("TSAs") with Grand Mesa Pipeline, LLC, a subsidiary of the Partnership. Grand Mesa disputed the rejection and appealed the bankruptcy court's approval of the rejection of the TSAs. The parties reached a global settlement of the dispute which, among other consideration, provided for the following: * A new, long-term supply agreement between NGL Crude Logistics LLC ("NGL Crude") and Extraction (the "Supply Agreement"), which includes a significant acreage dedication in the DJ Basin and retains Extraction's crude oil volumes for shipping on the Grand Mesa Pipeline; * A new rate structure under the Supply Agreement which is based on calendar month average NYMEX prices with an agreed upon differential plus an increase in the rate when those NYMEX prices exceed $50.00 per barrel; and * The Partnership will receive $35 million as a liquidated payment for Grand Mesa's remaining claim on the effective date of Extraction's plan of reorganization. "We are pleased to be able to complete the new Supply Agreement with Extraction and look forward to working with their management team as they develop their significant DJ Basin position and execute their business strategy," stated Mike Krimbill, NGL's CEO. "This new contract positions NGL to retain and transport significant crude oil volumes for Extraction and aligns the two companies for future success." Based on actual year-to-date results and estimated results for the remainder of Fiscal 2021, including the impact of the Extraction bankruptcy, the Partnership is re-instating Fiscal 2021 Adjusted EBITDA guidance at $500 million. Fiscal 2021 Adjusted EBITDA includes an estimated reduction of $45 million associated with lower crude oil volumes delivered by Extraction plus the litigation costs associated with the bankruptcy. Additionally, the Partnership expects to recognize a non-cash impairment charge that could be in the range of $380 million to $400 million in the quarter ending Dec. 31, 2020 associated with certain intangible assets and goodwill which had a net book value of approximately $768 million at September 30, 2020 in its Crude Oil Logistics segment because of the Extraction bankruptcy and settlement. Management does not expect to recognize any impairment of tangible assets in this segment related to this matter. The Partnership is also initiating Adjusted EBITDA guidance for Fiscal 2022 with a range of $570 million to $600 million. Capital expenditures are expected to be between $100 million and $125 million for Fiscal 2022, including both growth and maintenance expenditures. Additional details regarding Adjusted EBITDA and capital expenditures guidance will be provided when the Partnership announces its operating results for the quarter ending December 31, 2020. NGL plans to issue its fiscal third quarter-ended December 31, 2020 earnings press release post-market close on Tuesday, February 9, 2021. Members of NGL's management team intend to host an earnings call following this release on Tuesday February 9, 2021 at 4:00 pm CT to discuss its financial results. Analysts, investors, and other interested parties may access the conference call by dialing (800) 291-4083 and providing access code 5176744. An archived audio replay of the call will be available for 7 days beginning at 1:00 pm CT on February 10, 2021, which can be accessed by dialing (855) 859-2056 and providing access code 5176744. About NGL Energy NGL Energy Partners LP (NYSE: NGL) engages in the crude oil logistics, water solutions, liquids, and refined products and renewables businesses. NGL Energy Holdings LLC serves as the general partner of the Company. The Company was founded in 1940 and is headquartered in Tulsa, Oklahoma. As reported by the Troubled Company Reporter in November 2020, S&P Global Ratings lowered its issuer credit rating on NGL Energy Partners L.P. (NGL) to 'CCC+' from 'B+'. At the same time, S&P lowered its issue-level rating on the partnership's senior unsecured debt to 'CCC+' from 'B+'. S&P's '4' recovery rating on the debt remains unchanged, indicating its expectation for average (30%-50%; rounded estimate: 40%) recovery. S&P said, "The negative outlook captures the partnership's heightened refinancing risk and limited liquidity. We forecast that NGL will achieve adjusted debt to EBITDA in the 6.0x-6.5x range as of fiscal year-end 2021." About Extraction Oil & Gas Denver-based Extraction Oil & Gas, Inc. -- http://www.extractionog.com/-- is an independent energy exploration and development company focused on exploring, developing, and producing crude oil, natural gas, and NGL primarily in the Wattenberg Field in the Denver-Julesburg Basin of Colorado. Extraction Oil & Gas and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11548) on June 14, 2020. At the time of the filing, the Debtors estimated $1 billion to $10 billion in both assets and liabilities. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Kirkland & Ellis, LLP, Kirkland & Ellis International, LLP and Whireford, Taylor & Preston, LLC as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; and Moelis & Company and Petrie Partners Securities, LLC as investment banker and financial advisor. Kurtzman Carson Consultants, LLC, is the claims and balloting agent and administrative advisor and PricewaterhouseCoopers LLP (PwC) is the Debtors' independent audit services provider. EYEPOINT PHARMACEUTICALS: Expects Q4 Product Revenues of $6.2-$6.6M ------------------------------------------------------------------- EyePoint Pharmaceuticals, Inc. provided a business update and preliminary fourth quarter and full-year 2020 net product revenues as the company concluded 2020. "EyePoint had a pivotal year in 2020 as we significantly improved our balance sheet, advanced our pipeline and navigated our commercial business through pandemic closures to be well-poised for a strong 2021," said Nancy Lurker, president and chief executive officer. "We are particularly excited by the filing of an IND for EYP-1901 in December, as this program has the potential to be a safe and effective twice-yearly sustained treatment for wet AMD. This disease continues to devastate the eyesight of millions of patients, and although current approved treatments are effective, they require monthly or bi-monthly eye injections resulting in poor compliance and outcomes. The need for a less frequent treatment option is a significant opportunity for EYP-1901." Ms. Lurker continued, "Upon FDA clearance of the IND, we anticipate the Phase 1 trial for EYP-1901 to begin in the first quarter of 2021 and we expect to report topline results in the second half of this year. In parallel with this activity, our commercial programs YUTIQ and DEXYCU, demonstrated sequential growth in Q3 and Q4 of 2020, despite the ongoing impact of the COVID-19 pandemic on these franchises. Both YUTIQ and DEXYCU are well-positioned for 2021, assuming the frequency of ophthalmology office visits and the number of cataract surgeries performed in the U.S. do not significantly decrease in the coming months due to the pandemic." EYP-1901 leverages the Company's proprietary Durasert drug delivery technology that is currently used in four FDA-approved products, including YUTIQ. EYP-1901 uses a bioerodible formulation of Durasert coupled with a clinically validated anti-VEGF molecule, vorolanib. Vorolanib has demonstrated efficacy and ocular safety through Phase 2 trials in wet AMD as an oral therapy. In addition to the current program to evaluate EYP-1901 as a potential treatment for wet AMD, EYP-1901 is also anticipated to be studied in additional retinal applications, including diabetic retinopathy and retinal vein occlusion. R&D Update: * In December 2020, the Company filed an IND application with the FDA for EYP-1901, a potential six-month sustained delivery intravitreal anti-VEGF treatment for wet AMD, using its proprietary bioerodible Durasert delivery technology. A Phase 1 trial is anticipated to begin in the first quarter of 2021. * Positive results from a good laboratory practice (GLP) preclinical toxicology study of EYP-1901 indicated no unexpected safety observations and confirmed the rationale for the filing of an IND. Fourth Quarter Commercial Performance * Net product revenue for YUTIQ is estimated to be between $3.7 and $3.9 million and between $13.6 and $13.8 million for the fourth quarter and full-year ended Dec. 31, 2020, respectively. * Net product revenue for DEXYCU is estimated to be between $2.5 and $2.7 million and between $6.7 and $6.9 million for the fourth quarter and full-year ended Dec. 31, 2020, respectively. * Customer demand of approximately 6,200 units for DEXYCU and 500 units of YUTIQ for the fourth quarter ended Dec. 31, 2020, increases of 30% and 10%, respectively over Q3 2020 * DEXYCU co-promotion partner, ImprimisRx, began driving volume through their experienced cataract surgery field force, materially adding to Q4 customer demand. Financial Highlights * In December 2020, Ocumension Therapeutics (1477.HK), EyePoint's partner in Asia, made a $15.7 million equity investment in EyePoint. Under the terms of the investment, Ocumension purchased approximately 3.01 million shares of EyePoint's common stock at a five-day trailing volume weighted average price as of the close of trading on Dec. 29, 2020 of approximately $5.22 per share. * In December 2020, the Company announced a royalty monetization agreement with SWK Holdings Corporation (SWK) for royalties payable to EyePoint under its license agreement with Alimera Sciences, Inc. (Alimera) for ILUVIEN. EyePoint has received a one-time $16.5 million payment from SWK and, in return, SWK is entitled to receive future royalties payable to EyePoint under the Alimera license agreement. $15 million of net proceeds from the transaction were applied against existing long-term debt obligations with CRG Servicing LLC (CRG) and the remaining $1.5 million will be used to advance product pipeline programs. The transaction also resulted in a reduction of annual interest payments of approximately $1.7 million. * In December 2020, the Company announced a 1-for-10 reverse stock split and maintained compliance with the $1.00 minimum closing bid price required for continued listing on the Nasdaq Global Market. * The Company estimates that it had cash and cash equivalents of approximately $44 million on Dec. 31, 2020. Financial Outlook Cash and cash equivalents are estimated to be approximately $44 million on Dec. 31, 2020. Cash on hand, combined with cash inflows from anticipated product sales and continued cash conservation activities are expected to fund the Company's operating plan into the second half of 2021, assuming no significant increase in COVID-19-related closures that would considerably decrease the frequency of ophthalmology office visits or the number of cataract surgical procedures performed across the U.S. About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company currently has two commercial products: DEXYCU, the first approved intraocular product for the treatment of postoperative inflammation, and YUTIQ, a three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. Eyepoint reported a net loss of $56.79 million for the year ended Dec. 31, 2019. For the six months ended Dec. 31, 2018, the Company reported a net loss of $44.72 million. As of Sept. 30, 2020, the Company had $76.79 million in total assets, $69.19 million in total liabilities, and $7.59 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" qualification in its report dated March 13, 2020, citing that the combination of the Company's limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. FORCEPOINT: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ---------------------------------------------------------- Fitch Ratings has assigned first-time Long-Term Issuer Default Ratings (IDRs) of 'B' to Panther Guarantor II, L.P., Panther Purchaser LLC and Panther Commercial Holdings, L.P. (collectively d.b.a. Forcepoint). The Rating Outlook is Stable. Fitch has also assigned a 'B+'/'RR3' to Forcepoint's $75 million secured revolving credit facility (RCF) and $525 million first-lien secured term loan. Panther Purchaser LLC and Panther Commercial Holdings, L.P. are co-issuers of the RCF and term loan. The proceeds along with sponsor equity from Francisco Partners will be used for the acquisition of Forcepoint. The acquisition was announced on Oct. 26, 2020. Fitch's ratings are supported by Forcepoint's well-established market position within the growing government and commercial cybersecurity industry. The expanding footprint of connected devices and complexity in data networks are demanding more sophisticated cybersecurity measures. While the overall industry is fragmented, Forcepoint has established itself in the commercial segment as a leader in Data Loss Prevention (DLP), Next-Gen Firewall (NGFW) and Secure Web Gateway (SWG). The company is also a recognized leader in government solutions through its offerings of Cross Domain Solutions (CDS) and User Activity Monitoring (UAM). In the government segment, Forcepoint provides cybersecurity solutions across the armed forces and other civilian agencies. Fitch considers these products to be mission critical in nature leading to highly recurring revenues. The ratings are constrained by a history of poor profitability relative to software cybersecurity peers while operating as a subsidiary under Raytheon Technologies. Although Forcepoint has identified actions to increase operating efficiencies, execution risks do exist to achieve such performance improvements. In addition, as a private equity owned entity, financial leverage is likely to remain at moderate levels as shareholders prioritize ROE maximization limiting debt reduction. Fitch estimates Forcepoint's 2021 gross leverage to be approximately 6.0x, but will trend below 5.0x by 2022, primarily driven by EBITDA growth as operational efficiencies are realized. KEY RATING DRIVERS Leader in Niche Cybersecurity Industry: Forcepoint is an industry leader across niche areas including Data Loss Prevention (DLP), Secure Web Gateway (SWG) and Next Gen Firewall (NGFW) technologies in the commercial segment, and Cross Domain Solutions (CDS) and User Activity Monitoring (UAM) products in the government segment. Within these cybersecurity subsectors, Forcepoint's competitors include Broadcom (BBB-/Stable), McAfee (BB-/Stable), Digital Guardian, Palo Alto Networks, Fortinet, Check Point Software, Cisco, Sophos (B-/Stable), and Zscaler. While the number of competitors is expansive, they each only compete in select subsegments within cybersecurity. Fitch believes Forcepoint's leadership position in these markets would enable the company to capitalize on the secular industry growth. Secular Tailwinds Supporting Growth: Forcepoint is exposed to the growing cybersecurity industry that is forecasted to have a CAGR in the high-single digits in a normal economic environment. The importance of cybersecurity has been elevated in recent years with increasing complexity of IT networks and continuing digitalization of information. High profile cybersecurity breaches have also heightened awareness for more comprehensive cybersecurity solutions. Fitch believes these factors will benefit subsegment leaders such as Forcepoint as part of the overall solution. Highly Recurring Revenue with High Retention: Over 70% of Forcepoint's revenue is recurring in nature with over 90% gross retention rate. The strong revenue retention implies sticky products with high switching costs and demonstrates the mission criticality of its products. The high revenue retention and recurring revenue enhances the predictability of Forcepoint's financial performance and increases the lifetime value of customers. Diversified Customer Base: In the commercial segment, Forcepoint serves approximately 14,000 customers across diverse industry verticals including financial services, healthcare, consulting, telecom and energy. The broad exposure effectively reduces Forcepoint's customer concentration risks and reduces revenue volatility through economic cycles. Fitch views such characteristics favorably as it reduces industry-specific risks. Execution Risk in Operational Improvements: A significant portion of projected profitability growth for Forcepoint depends on successful execution of planned operating efficiency improvements. While Fitch deems such a plan as realistic, execution risk does exist. Delay or failure in executing such a plan would adversely affect the company's projected profitability and credit protection metrics. Constrained Near-Term FCF: Forcepoint's legacy cost structure and one-time costs associated with acquisition and implementation of operational improvements leads FCF to be near breakeven in 2021. In anticipation, the Company is pre-funding $43 million of excess cash to the balance sheet as additional cushion to offset such one-time costs. Fitch forecasts FCF to be positive in 2021 as the company benefits from a more efficient organization. Fitch expects any improvements in operational performance to lead to FCF margin expansion approaching industry peers. Elevated Leverage Profile with Deleveraging Capacity: Fitch estimates Forcepoint's financial leverage to be elevated initially at approximately 6.0x in 2021. With successful execution of operational improvements, Fitch forecasts gross leverage to decline to below 5.0x in 2021 primarily driven by EBITDA growth. Despite the further deleveraging capacity projected beyond 2021 supported by the company's FCF generation, Fitch expects limited deleveraging as Forcepoint's private equity ownership would likely prioritize ROE maximization over debt prepayment. DERIVATION SUMMARY Forcepoint operates in a sub-segment of the fragmented cybersecurity industry. The broader enterprise security market has been growing supported by greater awareness around security breaches and the increasing complexity of IT networks and applications. While the company operated under the larger Raytheon Technologies umbrella, Forcepoint has been established as a segment leader with a resilient customer base and modest revenue growth. Its profitability as measured by EBITDA and FCF margins have been below those of industry peers. As part of the plan to be acquired by Francisco Partners, the company plans to execute on operational efficiency improvements to close the profitability gap with industry peers. Within the broader enterprise security market, peers include NortonLifeLock (BB+/Stable) and McAfee (BB-/Stable). Forcepoint has a smaller revenue scale and lower EBITDA margins than both NortonLifeLock and McAfee. Forcepoint also has higher gross leverage than both peers. KEY ASSUMPTIONS Fitch's key assumptions within the Agency's rating case for the issuer include: -- Annual organic revenue growth in the low single-digits through Fitch's forecast period; -- EBITDA margins expanding from 5% to mid-teens by 2023 as operational efficiency improvements are fully executed; -- No dividend payments through 2023; -- Debt repayment limited to mandatory amortization; -- Legacy related party payables are eliminated as part of the transaction to be acquired by Francisco Partners. KEY RECOVERY RATING ASSUMPTIONS -- The recovery analysis assumes that Forcepoint would be reorganized as a going-concern in bankruptcy rather than liquidated; -- Fitch has assumed a 10% administrative claim. Going-Concern (GC) Approach -- In the event of a bankruptcy reorganization, Fitch assumes that Forcepoint would continue to execute on its cost reduction plan as part of the reorganization plan. In such a scenario, Forcepoint's GC EBITDA is assumed to be approximately 30% below the estimated 2021 EBITDA of $86.6 million and higher than the $35.9 million estimated 2020 EBITDA as the company would have achieved part of the $76.2 million cost reduction plan which is forecasted to add approximately $50 million to 2021 EBITDA. -- The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level that should be approaching the industry norm while incorporating the risks associated with necessary operational improvements, upon which Fitch bases the enterprise valuation; -- An EV multiple of 7x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x-10.8x; -- Of these companies, only three were in the Software sector: Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x, and 5.5x, respectively; -- The highly recurring nature of Forcepoint's revenue and mission critical nature of the product support the high-end of the range; -- Fitch arrives at an EV of $424.3 million. After applying the 10% administrative claim, adjusted EV of $381.9 million is available for claims by creditors. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Successfully execute on planned operational improvements; -- Fitch's expectation of Total debt with equity credit/Operating EBITDA remaining below 5.5x; -- (CFO-Capex)/Total Debt with Equity Credit above 8%; -- Revenue growth consistent with industry trends demonstrating stable market position and ability to increase product bundling. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- Failure to fully execute on planned operational improvements; -- Fitch's expectation of Total debt with equity credit/Operating EBITDA remaining above 7.0x; -- (CFO-Capex)/Total Debt with Equity Credit below 3%; -- Revenue growth below industry trends implying weakening market position. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: The company's liquidity is projected to be adequate supported by its $93 million cash on balance sheet at closing, $75 million undrawn revolving credit facility, and projected FCF generation after 2021 as operational improvement plans are executed. The cash on balance sheet provides sufficient cushion for anticipated $35 million of one-time costs associated with the acquisition and implementation of operational improvements. Debt Structure: Forcepoint has $525 million of secured first-lien debt due 2028. Upon successful execution of operational efficiency improvements, Fitch expects Forcepoint to generate sufficient FCF to make its required debt payments. ESG Considerations Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. FOX SUBACUTE: Seeks to Hire Weltman Weinberg as Special Counsel --------------------------------------------------------------- Fox Subacute at Mechanicsburg, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Weltman, Weinberg & Reis Co., LPA as special counsel. The Debtors need the firm's legal assistance to collect outstanding accounts receivable. Weltman Weinberg will receive 33 1/3% contingency rate on recoveries of all sums after reimbursement of costs. Sarah Costanzo, Esq., a shareholder of Weltman Weinberg, disclosed in a court filing that her firm is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. Weltman Weinberg can be reached through: Sarah M. Costanzo, Esquire Weltman, Weinberg & Reis Co., LPA 965 Keynote Circle, Brooklyn Heights, OH 44131 Phone: 216-685-1039 Email: scostanza@weltman.com About Fox Subacute Fox Subacute At Mechanicsburg, LLC is a skilled nursing facility in Pennsylvania that specializes in pulmonary, neurological, and rehabilitative care for patients with degenerative neurological and neuromuscular disease; and pulmonary care and ventilator requirements with an emphasis on vent weaning. Its facilities are located in Plymouth Meeting, Warrington, Mechanicsburg and Philadelphia, Pa., and are licensed by the PA Department of Health. On Nov. 1, 2019, Fox Subacute At Mechanicsburg and its affiliates sought Chapter 11 protection (Bankr. M.D. Pa. Lead Case No. 19-04714). Fox Subacute at Mechanicsburg was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. Judge Henry W. Van Eck oversees the cases. The Debtors tapped Cunningham, Chernicoff & Warshawsky, P.C. as their legal counsel, Kennedy P.C. as special counsel, Isdaner & Company, LLC as accountant, and Three Twenty-One Capital Partners, LLC as investment banker. The Office of the U.S. Trustee appointed an official committee of unsecured creditors on Dec. 11, 2019. The committee is represented by Flaster/Greenberg P.C. FREE FLOW: Acquires Inside Auto for $940K, Sees Increase in Revenue ------------------------------------------------------------------- Free Flow, Inc., has acquired assets of Mineral, Virginia-based Inside Auto Parts, Inc., a salvage dealership and used motor vehicle dealership, an acquisition which is projected to double the Company's revenues and net worth. Inside Auto Parts, incorporated in June 1993, is centrally located between Richmond, Charlottesville, and Fredericksburg, Virginia. The salvage dealership, specializing in used foreign car and truck parts, represents 90% of the company's business activity; and the motor vehicle dealership, specializing in used, late model, foreign automobiles, represents 10% of the company's business activity. Inside Auto Parts possesses multiple licenses, which cover substantive portions of the auto supply chain and are expected to help further Free Flow's growth strategies. The company is licensed to operate as a fully functioning car and motorcycle dealership as well as a licensed salvage dealer, rebuilder, and demolisher able to purchase a vehicle, designate that vehicle salvage, sell parts, and fully demolish remaining components. The company is also licensed to purchase a salvage vehicle, rebuild, and resell the vehicle and to purchase and sell salvage, rebuildable, and demolished automobiles and parts. All licenses are being transferred to FFLO –Inside Auto Parts, Inc., a wholly owned subsidiary of Free Flow, Inc. Inside Auto Parts has significant structures to help facilitate Free Flow's growth strategies, including 21,953.9 square feet fully enclosed and another 17,392.35 square feet under roof enclosed on 3 sides, all located on 16 acres of land in Mineral, Virginia now owned by Free Flow, Inc. Current management of Inside Auto Parts will remain in place to manage and operate FFLO –Inside Auto Parts. "This acquisition is tremendously significant due to its immediate impact on the Company's revenues and net worth," commented Mr. Sabir Saleem, CEO of Free Flow, Inc. "Growth through acquisition is a strategy that Free Flow expects to continue to employ. We believe additional potential acquisition opportunities will present themselves, and these will be evaluated based on their upside potential, their synergies with current operations, their ability to deliver long-term value, and other relevant factors." The purchase price for the Purchased Assets is $940,000 and other considerations. The Purchase Price will be paid by the delivery of two promissory notes. About Free Flow Free Flow, Inc. is focused on developing the solar energy business along with pharmaceutical (skin care product line). Free Flow began with focus on the sale of solar panels to the agriculture sector, providing alternate means of electricity to operate pumps for water wells in India and Pakistan. As of Sept. 30, 2020, the Company had $1.94 million in total assets, $1.49 million in total liabilities, $330,000 in series B redeemable preferred stock, $470,935 in series C redeemable preferred stock, and a total stockholders' deficit of $348,594. Free Flow stated in its 2019 Annual Report that, "Future issuances of the Company's equity or debt securities will be required for the Company to continue to finance its operations and continue as a going concern. The Company's present revenues are insufficient to meet operating expenses. The financial statement of the Company has been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of $559,705 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these uncertainties." FRIENDLY'S RESTAURANTS: Amici Aims to Keep 130 Restaurants Open --------------------------------------------------------------- Amici Partners Group, LLC, said Jan. 19, 2021, it has completed the acquisition of Friendly's Restaurants. Comprised of 130 corporate-owned and franchised restaurant locations, Friendly's has been a fixture on the East Coast for more than 80 years, and the Amici group plans to continue to keep all locations open, delighting guests and preserving thousands of restaurant-workers' jobs. "The investors of Amici Partners Group, LLC have been involved with the Friendly's Restaurant brand in many capacities over the years, not only as owners/operators and leaders in the system, but also as longtime loyal customers of this iconic brand," said Craig Erlich, President and CEO of Amici Partners and its affiliated company BRIX Holdings, LLC, a multi-brand franchising company. "Based on our personal connection to the chain, strong investment capabilities, and seasoned management team, we believe we will be able to continue to reinvigorate this much-loved brand for both loyal patrons and new customers alike." Friendly's Restaurants have delighted generations of guests by serving signature sandwiches, burgers and ice cream desserts. The new ownership will bring back many of Friendly's favorites while also focusing on menu innovation, including new ice cream flavors, reestablishing Friendly's as a family-friendly destination, and delivering an elevated guest experience, as well as enhancing Friendly's app for online ordering, take-out, delivery and a new loyalty program. "Friendly's holds a special place in the hearts of its many loyal patrons, and we look forward to nurturing that legacy and creating new programs and menu items to meet the changing needs of our customers," added Erlich. About Amici Partners Group Amici Partners Group, LLC, is an experienced investor group with a national and international franchisor background specializing in the restaurant industry. Amici acquired the assets of FIC Restaurants, Inc., and certain of its affiliates and is the current owner, operator and franchisor of over 130 Friendly's restaurants. Amici is an entity affiliated with BRIX Holdings, which focuses on brands that are both attractive to the single-unit and multi-unit owner/operator franchisee and have the potential to grow into national and international award-winning chains. The current BRIX Holdings franchise portfolio includes Red Mango Yogurt Cafe Smoothie & Juice Bar, Smoothie Factory Juice Bar, RedBrick Pizza Kitchen Cafe, Orange Leaf, Humble Donut Co. and Souper Salad chains. About FIC Restaurants FIC Restaurants, Inc., and its debtor-affiliates -- http://www.friendlysrestaurants.com/-- operate a casual dining restaurant chain in the United States known as Friendly's. The Debtors have approximately 60 corporate restaurants and serve as franchisor on another approximately 86 locations. FIC Restaurants and its four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12807) on Nov. 1, 2020. The petitions were signed by T. Todd Schwendenmann, CFO, treasurer and secretary. At the time of the filing, FIC Restaurants disclosed estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million. Judge Christopher S. Sontchi oversees the cases. The Debtors tapped Womble Bond Dickinson (US) LLP as counsel; Duff & Phelps Securities, LLC as mergers and acquisition advisor; Carl Marks Advisory Group LLC as financial consultant and advisor; and Donlin, Recano & Company, Inc., as claims, noticing, solicitation agent and administrative advisor. * * * The bankruptcy judge in December 2020 approved the Chapter 11 plan of Friendly's and sale of the 130-site East Coast restaurant chain's assets to an affiliate of Texas-based Brix Holdings LLC for about $2 million. FRONTIER COMMUNICATIONS: WV PSC Approves Chapter 11 Restructuring ----------------------------------------------------------------- WSAZ News reports that the West Virginia Public Service Commission has approved Frontier Communications Corporation's Chapter 11 restructuring. This means Frontier has made a commitment to invest $200 million over three years and to deploy fiber optic facilities to at least 150,000 locations in West Virginia. The announcement was made on Wednesday, January 20, 2021. "The PSC's approval is another step toward Frontier's emergence from Chapter 11 restructuring. A successful restructuring will give Frontier a fresh start, allowing the Company to make investments in its network and operations to expand fiber and enhance services to West Virginia consumers and positions Frontier to continue as a competitive provider of communications services to the customers and communities we serve," said Allison M. Ellis, Frontier's Senior Vice President of Regulatory Affairs. The Company has regulatory approvals for its required change-in-control applications related to its court-supervised restructuring from the Federal Communications Commission and from 15 states: Arizona, Georgia, Illinois, Minnesota, Mississippi, Nebraska, Nevada, New York, Ohio, Pennsylvania, South Carolina, Texas, Utah, Virginia and West Virginia. Frontier says they expect to promptly consummate the transactions contemplated under its previously confirmed Plan of Reorganization and emerge from Chapter 11 in early 2021. The company says one they get out of Chapter 11, they will have reduced the total of outstanding indebtedness by more than $10 billion. They will then support the continued investment in an improved customer experience and long-term growth. The FCC approved Frontier's Chapter 11 restructuring on January 14, 2021. Frontier recently reported to the FCC that it expects to finish the final stage of its Connect America Fund Phase II deployments, that expand 10/1 Mbps broadband access to 89,190 locations in West Virginia, by June 30, 2021. As part of the FCC’s Rural Digital Opportunity Fund, Frontier successfully won $24.7 million annually to deploy fiber-to-the-home gigabit services to 79,391 rural high-cost West Virginia locations starting in 2022. About Frontier Communications Frontier Communications Corporation (NASDAQ: FTR) offers a variety of services to residential and business customers over its fiber-optic and copper networks in 29 states, including video, high-speed internet, advanced voice, and Frontier Secure digital protection solutions. Frontier Communications Corporation and 103 related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-22476) on April 14, 2020. Judge Robert D. Drain oversees the cases. The Debtors tapped Kirkland & Ellis LLP as legal counsel; Evercore as financial advisor; and FTI Consulting, Inc., as restructuring advisor. Prime Clerk is the claims agent, maintaining the page http://www.frontierrestructuring.com/and https://cases.primeclerk.com/ftr The U.S. Trustee for Region 2 appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its counsel; Alvarez & Marsal North America, LLC as financial advisor; and UBS Securities LLC as investment banker. GENESIS PLACE: Pangea Hits Disclosures, 'Bad Faith' Plan -------------------------------------------------------- Lender Pangea Mortgage Capital, LLC, objects to the Disclosure Statement filed by debtor Genesis Place, LLC. Incapable of making adequate protection payments to Pangea and up against a deadline to file a plan, the Debtor filed a Disclosure Statement and Plan of Reorganization on December 14, 2020. "The Disclosure Statement contains none of the information necessary for the Court or parties in interest to determine whether the proposed plan is anything more than a dead letter," Pangea tells the Court. Pangea claims that: * The Disclosure Statement fails to provide accurate cash flow projections. Since no Monthly Operating Reports have been filed during the entire case, nothing substantiates that any projections can possibly be accurate and reliable. * The Disclosure Statement entirely fails to provide any disclosure concerning the non-debtor Guarantor's ability to fund any plan payments by "capital infusions" made by members of the Debtor. * The purpose of the Debtor's Disclosure Statement and proposed plan appears to be a bad faith attempt by the Debtor to continue the automatic stay in this single asset real estate case and avoid making required adequate protection payments to Pangea as required under 11 U.S.C. Sec. 362(d)(3). * The Debtor fails to submit any historical operating results or any substantiated and reliable cash flow projections in connection with the Disclosure Statement. The Disclosure Statement fails to provide adequate information regarding the feasibility or means for implementation of the proposed plan of reorganization. * The Disclosure Statement and Plan fail to provide the appropriate treatment of Pangea's secured claim, and failure to pay Pangea's secured claim violates Section 1129 of the Bankruptcy Code. * The Disclosure Statement and Plan fail to address the potential effect of Pangea's oversecured claim, while the Debtor alleges the recent appraisal of the Property revealed an "as is" value of $5.7 million. A full-text copy of Pangea's objection dated Jan. 15, 2021, is available at https://bit.ly/393QC9u from PacerMonitor.com at no charge. Attorney for Pangea Mortgage: BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. R. Spencer Clift, III 165 Madison Avenue, Suite 2000 Memphis, Tennessee 38103 (901) 577-2216 - Telephone (901) 577-0834 – Telecopier Email: sclift@bakerdonelson.com About Genesis Place Genesis Place, LLC, classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It owns an apartment complex known as Genesis Place Apartments (f/k/a Eastwood Park Apartments) located at 2973 Getwell Road, Memphis, Shelby County, Tennessee. Genesis Place sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tenn. Case No. 20-24485) on Sept. 15, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge David S. Kennedy oversees the case. The Debtor tapped Glanker Brown, PLLC as legal counsel and Valbridge Property Advisors as valuation consultant and expert appraiser. GIGA-TRONICS INC: Registers 250K Shares Under 2018 Equity Plan -------------------------------------------------------------- Giga-Tronics Incorporated filed a Form S-8 registration statement with the Securities and Exchange Commission to register 250,000 shares of common stock issuable under the Amended and Restated Giga-tronics Incorporated 2018 Equity Incentive Plan that became authorized when the Plan was amended and restated effective Sept. 17, 2020 upon shareholder approval. The Company previously registered 2,500,000 shares originally issuable under the Plan under a Form S-8 registration statement filed on Oct. 17, 2018, which shares now represent 166,666 shares following a one-for-fifteen reverse split of its common stock effective Dec. 12, 2019. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/719274/000143774921000786/giga20210114_s8.htm About Giga-tronics Inc. Headquartered in Dublin, California, Giga-tronics is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics -- http://www.gigatronics.com-- produces RADAR filters and Microwave Integrated Components for use in military defense applications as well as sophisticated RADAR and Electronic Warfare (RADAR/EW) test products primarily used in electronic warfare test & emulation applications. Giga-Tronics Inc. reported a net loss attributable to common shareholders of $2.03 million for the year ended March 28, 2020, compared to a net loss attributable to common shareholders of $1.04 million for the year ended March 30, 2019. As of Sept. 26, 2020, the Company had $8.69 million in total assets, $4.65 million in total liabilities, and $4.04 million in total shareholders' equity. GLYECO INC: Signs Foreclosure Agreement with NFS Leasing -------------------------------------------------------- GlyEco, Inc. and GlyEco West Virginia, Inc. (f/k/a Recovery Solutions & Technologies, Inc.), a Delaware corporation and wholly-owned subsidiary of the Company, entered into a strict foreclosure agreement with NFS Leasing, Inc. that consists of the GlyEco Parties' agreement and consent to NFS's acceptance of certain collateral pledged by the GlyEco Parties in partial satisfaction of certain obligations under that certain Amended and Restated Security Agreement between GlyEco WV and NFS dated May 23, 2019 and the Amended and Restated Security Agreement (and related documents) between the Company and NFS dated effective as of May 23, 2019, which were previously disclosed in the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2019. The Agreement memorializes the GlyEco Parties' consent to NFS's election to accept the Collateral in partial satisfaction of the GlyEco Parties' obligations pursuant to the Security Agreements and the GlyEco Parties' waiver of the right to notice of such election pursuant to Uniform Commercial Code. The Agreement also provides for NFS's acceptance of the Collateral in satisfaction of $2,825,725 of the $5,687,026 outstanding due from the GlyEco Parties to NFS pursuant to the Security Agreements as of Jan. 13, 2020. The GlyEco Parties remain liable, jointly and severally, under the Security Agreements to NFS for the remainder of the Total Balance of $2,861,301. Departure of Directors On Jan. 16, 2020, Dwight Mamanteo, Charles Trapp, Frank Kneller, and Scott Nussbaum tendered their resignations as directors of the Company effective immediately. The resignations were not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. About GlyEco, Inc. GlyEco, Inc. -- http://www.glyeco.com-- is a chemical company focused on technology development and manufacturing of coolants, additives, and related performance fluids. The Company serves and supports the automotive, heavy-duty, and industrial markets. GlyEco Inc., located in Institute, West Virginia, is a vertically integrated company which manufactures ethylene glycol, additives, and finished fluids. GlyeCo incurred a net loss of $5.31 million for the year ended Dec. 31, 2018, compared to a net loss of $5.18 million for the year ended Dec. 31, 2017. As of March 31, 2019, GlyeCo had $9.20 million in total assets, $11.57 million in total liabilities, and a total stockholders' deficit of $2.37 million. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification in its report dated April 1, 2019 on the Company's consolidated financial statements for the year ended Dec. 31, 2018, stating that the Company has experienced recurring losses from operations, has negative operating cash flows during the year ended Dec. 31, 2018, has an accumulated deficit of $47,310,534 as of Dec. 31, 2018 and is dependent on its ability to raise capital. These factors raise substantial doubt about the Company's ability to continue as a going concern. GRUPO MARITIMO: Defaults Mashta Adequate Protection Payments ------------------------------------------------------------ Grupo Maritimo Royal, LLC, supplements its conditionally approved Disclosure Statement and files amendment to Chapter 11 Plan. The Debtor has defaulted under its court-approved adequate protection payments related to its property at 287 W. Mashta Drive, Key Biscayne, FL 331491 (the "Mashta Property"). As a consequence, a deed has been recorded which deprives the Debtor of ownership of the Mashta Property. Class 1 consists of the claim of Premier Investing LTD ("Mashta Mortgagee"), which holds a final, non-appealable judgment of foreclosure on the Mashta Property in the amount of $2,741,390, plus interest accruing after Sept. 10, 2020, at 6.05% per annum, plus unliquidated attorneys fees and costs. This class is unimpaired and deemed to have accepted the Plan, as amended. Class 2 consists of the claim of creditor FFFI Foreclosure Vehicle 137, LLC ("Doral Mortgagee") which holds a final, non-appealable judgment of foreclosure on the Doral Property in the amount of $514,103, plus interest accruing after May 23, 2020, at 6.66% per annum, plus unliquidated attorneys fees and costs. This class is impaired. The Doral Mortgagee has obtained relief to conduct a foreclosure sale for the Doral Property or record a Deed in Lieu of Foreclosure, except as otherwise provided in the Agreed Order Granting Secured Creditor, FFFI Foreclosure Vehicle 137, LLC'S Motion for Relief from Stay, entered on December 7, 2020, assigned, and to apply for a writ of possession and a certificate of title, and otherwise enforce the Final Judgment recorded in the public records of Miami-Dade County, Florida at Official Records Book 31946, Page 1042 (the "Doral Foreclosure Judgment"), against the Doral Property only, and does not permit Doral Mortgagee to seek or obtain in personam relief against the Debtor. Class 4 consists of general unsecured creditors. This class is unimpaired. No discharge shall be issued in favor of the Debtor. The Plan leaves unaltered the legal, equitable, and contractual rights to which general unsecured creditors are entitled. Claimants in Class 4 will be provided ballots to express their support or opposition to the Plan in the event that the Court determines that this Class is impaired. 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. Class 5 consists of the inchoate interest, if any, of Dianora Croes in the Mashta Property. This class is unimpaired and presumed to have accepted the Plan. A full-text copy of the Disclosure Supplement and Plan Amendment dated Jan. 15, 2021, is available at https://bit.ly/397EBjr from PacerMonitor at no charge. 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. HELIUS MEDICAL: Regains Compliance With Nasdaq Listing Standards ---------------------------------------------------------------- Helius Medical Technologies, Inc. received written notice from The Nasdaq Stock Market LLC that the Company's minimum bid price deficiency has been cured, and that the Company is in compliance with all applicable listing standards. Accordingly, the scheduled hearing before the Hearings Panel to appeal the previous determination of non-compliance has been cancelled, and shares of the Company's Class A common stock will continue to be listed and trade on The Nasdaq Capital Market under the ticker "HSDT." About Helius Medical Helius Medical Technologies -- http://www.heliusmedical.com-- is a neurotech company focused on neurological wellness. The Company's purpose is to develop, license and acquire unique and non-invasive platform technologies that amplify the brain's ability to heal itself. The Company's first product in development is the Portable Neuromodulation Stimulator (PoNSTM). Helius Medical reported a net loss of $9.78 million for the year ended Dec. 31, 2019, compared to a net loss of $28.62 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $6.03 million in total assets, $2.83 million in total liabilities, and $3.19 million in total stockholders' equity. BDO USA, LLP, in Philadelphia, Pennsylvania, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 12, 2020 citing that the Company has incurred substantial net losses since its inception, has an accumulated deficit of $104.8 million as of Dec. 31, 2019 and the Company expects to incur further net losses in the development of its business. These conditions raise substantial doubt about its ability to continue as a going concern. HILTON WORLDWIDE: S&P Rates New $1.5BB Senior Unsecured Notes 'BB' ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '4' recovery rating to the proposed $1.5 billion senior unsecured notes due 2032 to be issued by Hilton Domestic Operating Co. Inc., a wholly owned subsidiary of Hilton Worldwide Holdings Inc. Hilton plans to use the debt issuance proceeds to redeem all of the $1.5 billion 5.125% senior unsecured notes due 2026, as well as to pay the related redemption premium and fees. Because this is largely a refinancing transaction, it is approximately leverage-neutral and does not impair recovery prospects for unsecured noteholders. S&P said, "Therefore, our issue-level rating assigned to the proposed unsecured notes is 'BB', the same as the 'BB' rating on the company's existing senior unsecured debt. The '4' recovery rating reflects our expectation for average (30%-50%; rounded estimate: 30%) recovery for senior unsecured lenders in the event of a payment default." ISSUE RATINGS – RECOVERY ANALYSIS Key analytical factors -- S&P's issue-level rating is 'BBB-' and its recovery rating is '1' on the company's senior secured debt, which consists of the revolving credit facility and term loan B. -- S&P's issue-level rating is 'BB' and its recovery rating is '4' on the company's senior unsecured notes, incorporating the proposed $1.5 billion senior unsecured notes issuance and the redemption of the $1.5 billion 5.125% notes due 2026. Simulated default assumptions -- S&P's simulated default scenario contemplates a payment default by 2026 due to prolonged economic weakness and significantly reduced travel by corporate and leisure customers. -- S&P assumes a reorganization following the default and use an emergence EBITDA multiple of 7.5x to value the company. This multiple, at the high end of S&P's recovery multiple range for the leisure sector, and a relatively large operational adjustment that brings S&P to its assumed emergence EBITDA, reflect the quality and scale of Hilton's portfolio of brands. -- Revolving credit facility: 100% assumed drawn at default after excluding the un-used portion of letters of credit, based on Hilton's near full draw on its revolver since the inception of the pandemic. Simplified waterfall -- Year of default: 2026 -- Emergence EBITDA: $854 million -- Multiple: 7.5x -- Net enterprise value after administrative expenses (5%): $6.09 billion -- Obligor/nonobligor split: 70%/30% -- Estimated priority debt claims (mortgages and other debt): $18 million -- Estimated secured debt claims: $4.1 billion -- Value available for secured debt claims: $5.43 billion -- Recovery expectation: 90%-100% (rounded estimate: 95%) -- Estimated unsecured debt claims: $6.13 billion -- Value available for unsecured debt claims: $1.97 billion -- Recovery expectation: 30%-50% (rounded estimate: 30%) Note: All debt amounts include six months of prepetition interest. HOVNANIAN ENTERPRISES: Amends Rights Agreement with Computershare ----------------------------------------------------------------- Hovnanian Enterprises, Inc. entered into Amendment No. 2 to the Rights Agreement, which amends the Rights Agreement, dated as of Aug. 14, 2008, between the Company and Computershare Trust Company, N.A. (as successor to National City Bank), as Rights Agent, as amended by Amendment No. 1, dated Jan. 11, 2018. Under the Amendment, (i) each preferred stock purchase right, if exercisable, will initially represent the right to purchase from the Company one ten-thousandth of a share of the Company's Series B Junior Preferred Stock, par value $0.01 per share, for a purchase price of $171.85 (which Purchase Price was modified in light of the trading price of the Company's Class A Common Stock since the adoption of Amendment No. 1, after giving effect to the Company's 1-for-25 reverse stock split effected on March 29, 2019), (ii) the Final Expiration Date (as defined in the Rights Agreement) will be extended to Aug. 14, 2024 (or Aug. 14, 2022 if the stockholders of the Company have not approved the Amendment by such date), (iii) in the event rights certificates are distributed, such certificates will not need to be affixed with a corporate seal and may be signed by electronic signature and (iv) notwithstanding any prior adjustments, each share of the Company's Class A Common Stock and Class B Common Stock entitles the holder thereof to one right, representing the right to purchase from the Company one ten-thousandth of a share of Series B Preferred Stock at the Purchase Price (subject to certain adjustments). About Hovnanian Enterprises Hovnanian Enterprises, Inc., founded in 1959 by Kevork S. Hovnanian and headquartered in Matawan, New Jersey, designs, constructs, markets, and sells single-family detached homes, attached townhomes and condominiums, urban infill, and active lifestyle homes in planned residential developments. The Company is a homebuilder with operations in Arizona, California, Delaware, Florida, Georgia, Illinois, Maryland, New Jersey, Ohio, Pennsylvania, South Carolina, Texas, Virginia, Washington, D.C. and West Virginia. The Company's homes are marketed and sold under the trade names K. Hovnanian Homes, Brighton Homes. Hovnanian Enterprises reported a net loss of $42.12 million for the year ended Oct. 31, 2019, compared to net income of $4.52 million for the year ended Oct. 31, 2018. As of April 30, 2020, the Company had $1.90 billion in total assets, $2.40 billion in total liabilities, and a total deficit of $495.07 million. * * * As reported by the TCR on Feb. 10, 2020, S&P Global Ratings raised its issuer credit rating on U.S.-based homebuilder Hovnanian Enterprises Inc. to 'CCC+' from 'SD' because it believes the company has completed exchange offers that it viewed as distressed. In November 2019, Moody's Investors Service downgraded Hovnanian Enterprises' Corporate Family Rating to Caa2 from Caa1. The rating action was prompted by a series of refinancing transactions completed and contemplated by Hovnanian that Moody's deems to be distressed exchanges. HOWARD HUGHES: Fitch Assigns BB Rating on Senior Unsec. Notes ------------------------------------------------------------- Fitch Ratings has assigned a 'BB'/'RR4' rating to the senior unsecured notes issued by Howard Hughes Corporation (HHC). Fitch expects the proceeds, combined with cash on hand, will be used to repay the senior unsecured notes due 2025 and a portion of outstanding debt on the Bridge Loan. KEY RATING DRIVERS Key Assets in Attractive Markets: HHC owns strategic asset positions in select Sunbelt and Mid-Atlantic markets, which benefit from migration and job growth, but also face lower physical and zoning barriers to entry. Through its operating, master planned communities (MPCs) and development segments, the company is able to plan and grow its communities over multiyear periods, while increasing its base of recurring income. The company's MPCs total over 80,000 acres with 10,000 acres remaining for sale. A vast majority of its operating assets are located with its MPCs. The portfolio is adequately diversified by tenant, limiting credit exposure. The company's 3Q20 rent collection was 65.7% for retail, 97.3% for office and 98.5% for multifamily. Roughly 30% of operating portfolio NOI comes from the retail/lodging/other segments, which were more heavily affected by closures due to the coronavirus pandemic and will likely be slow to recover in uneven re-opening mandates. The majority of operating NOI comes from office/multifamily, which should be relatively more stable, but will likely see some impact from the weak economy. Land and Condo Development Volatility: Fitch views HHC's rental income risk profile as below average relative to that of its equity REIT peers and generally consistent with the high speculative-grade category. The company generated approximately 47% of 2019 NOI from contractual rents from its operating portfolio properties, including office, multifamily, retail and, to a lesser extent, hotels located in and adjacent to its MPCs. The company's development-for-sale segments provide incremental cash flow but increased volatility. Fitch anticipates declines in earnings for these segments in fiscal years 2020-2021. Fitch assumes modest declines of 5%-15% in revenue growth in MPC revenues in 2020-2021, which is generally tied to homebuilder sales. Condo sales at Ward Village in Honolulu are volatile and depend on the timing of deliveries and closing contracts. The company contracted to sell 249 condos as of September 2020, which are expected to close in subsequent quarters as towers under construction are completed in 2021 and beyond. Given the uncertainty around travel to Hawaii, Fitch has modeled minimal revenues for the segment this year, rebounding in 2021 to 80% of 2018-2019 levels. High Income-Based Leverage: Fitch forecasts net leverage around 14x in 2020, up from 11x in 2019. NOI will be negatively affected in 2020 by closures at the company's hospitality and Seaport assets, as well as timing of condo sales. As revenues recover and development assets deliver, Fitch expects leverage to decline to around mid-7x over the forecast period to 2023. HHC's net debt to recurring operating EBITDA leverage is high relative to low investment-grade-rated equity REIT peers, partly due to the company's development focus and related non-income-producing assets. Moreover, the company generates a high percentage of income from non-recurring asset sales within its MPC and strategic development segments, which Fitch views as more volatile than contractual rental income. Fitch also considers HHC's net debt/capital, a supplemental metric commonly used to analyze homebuilders, which trended between 45%-50% in recent quarters. Fitch expects this metric to improve to the mid-40% range during the forecast period through 2023. Prefunded Development Mitigates Risk: HHC prefunds all development with non-recourse secured debt. The company does not begin construction until all cash needed is on the balance sheet. Fitch views this strategy as mitigating unfunded development pipeline risk. As of Sept. 30, 2020, HHC's projects under construction had a total estimated cost of $3.5 billion with $1.0 billion remaining to be spent, including $600 million in committed debt to be drawn. Unfunded development cost to complete represents less than 5% of undepreciated assets. Fitch generally views development cost to complete as a percentage of undepreciated assets over 10% as a concern. The company develops within its core MPCs, which Fitch views positively. Adequate Near-Term Liquidity: The company's ample near-term liquidity is primarily due to approximately $860 million in readily available cash as of Sept. 30, 2020 and full availability on the company's $85 million revolver. The company has $1.0 billion remaining to be spent on projects under construction as of Sept. 30, 2020, of which it has $600 million in committed debt to be drawn. Speculative-Grade Capital Access: The company has demonstrated capital access to the unsecured bond market with five issuances totaling $3.8 billion, inclusive of this proposed unsecured issuance, since the company's inception. The company has $2 billion in non-core assets it plans to redeploy into investment opportunities. Given the disruption to capital markets, Fitch's model provides for $1.5 billion of dispositions over the forecast period to fund spending needs and debt repayment. Strategic Management Shift: Since the management shift in 2019, HHC has established a transformation plan. The plan details reducing $45 million-$50 million annually in G&A expenses, disposing of $2 billion of non-core assets and refining development focus to only core MPCs. Fitch believes the above transformation plan will take over 12 months to execute. DERIVATION SUMMARY Although HHC has not elected REIT status, Fitch views select U.S. equity REITs and, to a lesser extent, U.S. homebuilders as comparable peers, notwithstanding the company's differentiated business model that includes ownership of multiple commercial property types in and around select MPCs, as well as its high exposure to sales income from developed lots and merchant developments. The company generates approximately half of its NOI from contractual rents from its operating portfolio properties, including office, multifamily, retail and, to a lesser extent, hotels located in and adjacent to its MPCs. HHC's portfolio is more diversified by property type than higher-rated, Sunbelt-focused multifamily REIT peers Camden Property Trust (A-/Stable) and Mid-America Apartment Communities (BBB+/Stable); however, the company operates at considerably higher net debt/recurring operating EBITDA leverage and reliance on non-contractual residential land sales. HHC's portfolio is more diversified by geography and property type than Mid-Atlantic office and multifamily REIT peer Mack-Cali Realty Corporation (BB-/Negative), including greater exposure to select Sunbelt markets, which benefit from migration and job growth but also face lower physical and zoning barriers to entry. Fitch considers debt to capitalization as a secondary leverage measure given HHC's high level of non-income-producing land and homebuilding industry exposure. Fitch expects the company will operate with a debt capitalization ratio of 40%-50% over the forecast period, which is moderately above the 35% to 40% range for homebuilding peer Toll Brothers, Inc. (BBB-/Stable). KEY ASSUMPTIONS Dated as of last committee in June, 2020. -- Overall SSNOI declines of 10% in 2020 driven by closed assets, rebounds 8% in 2021 and grows 4% per year in 2022-2023; -- Development deliveries of operating and Seaport assets totaling $1.6 billion at 7.4% over the forecast period. Seaport District turns NOI positive in 2022 as developments stabilize; -- Modest revenue declines in the MPC segment in 2020-2021, predominantly tied to assumptions of homebuilder sales and low-single-digit increases through 2022-2023. Minimal condo sales in 2020, rebounding in 2021 to 80% of 2018-2019 levels and increasing 7% per year in 2022-2023; -- $1.5 billion of dispositions at 6% over the forecast period. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- REIT leverage (net debt to recurring operating EBITDA) sustaining below 7x, assuming a similar or modestly greater percentage of NOI from contractual rents; -- REIT fixed-charge coverage sustaining above 2.5x; -- Growth in HHC's operating assets resulting in NOI from recurring contractual rental income comprising 70% of net operating income; -- Growth in unencumbered assets and/or UA/UD coverage improving to 1.75x, or greater. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch expectations of REIT leverage (net debt to recurring operating EBITDA) sustaining above 9x; -- Expectations of REIT fixed-charge coverage sustaining below 1.5x; -- Expectations of deteriorating access to capital markets; -- Execution missteps related to HHC's transformation plan in key areas, such as reducing corporate overhead, non-core asset sales and growing the contribution from recurring operating portfolio rents. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Fitch estimates HHC's base case liquidity coverage to remain solid through fiscal 2021 pro forma for the unsecured bond issuance. The company's sources include retained cash flow, full availability on its $85 million revolver, approximately $860 million cash on hand and approximately $600 million committed debt to be drawn on existing development projects. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources include unrestricted cash, availability under unsecured revolving credit facilities and retained cash flows from operating activities after dividends. Uses include pro-rata debt maturities, expected recurring capex and forecast (re)development costs. ESG Considerations Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. HOWARD HUGHES: S&P Assigns 'BB-' Rating to Senior Unsecured Notes ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' issue-level rating and '2' recovery rating to The Howard Hughes Corp.'s proposed $650 million senior unsecured notes due in 2029 and $650 million senior unsecured notes due in 2031. The '2' recovery rating indicates S&P's expectation of meaningful (70%-90%; rounded estimate: 85%) recovery in the event of payment default. The company intends to use issuance proceeds to redeem $1 billion of senior notes due in 2025 and repay a $280 million mortgage associated with retail properties near Houston. IMPERIAL ROI: Selling Four Gatesville Properties for $250,000 ------------------------------------------------------------- Imperial ROI, Inc., asks the U.S. Bankruptcy Court for the Northern District of Texas to authorize the sale of the following real properties secured by KSD, LLC, located in Gatesville, Texas: (i) 704 Golf Course Road to 4 Summits, LLC and or assigns for $60,000; (ii) 706 Golf Course Road to 4 Summits and or assigns for $60,000, (iii) 1809 E. Leon Street to Bridgewalk, Inc. for $65,000; and (iv) 1303 Pleasant Street to Bridgewalk for $65,000. These properties have been posted for foreclosure on Feb. 2, 2021. The Debtor asks that the Court approves the sale of the Properties free and clear of all liens, claims and encumbrances (other than 2021 ad valorem taxes, which will be prorated and paid at a closing which will occur by Feb. 1, 2021 and otherwise remain attached to the Properties for payment when otherwise due under applicable state law), in multiple transactions between the Debtor and the two Buyers parties (one of which is an entity owned and controlled by the Debtor's principal, Andy Williams) per the Contracts which provide for a gross cumulative sale price of $250,000. The liens for ad valorem taxes and as to KSD secured promissory note will attach to the proceeds of the sale of the Properties and will be distributed at a closing. The proceeds to be paid at the closing of the sale of the Properties are detailed in the Settlement Sheets which provide for the distribution of the $250,000 as follows (all figures are subject to revision -- anticipated to be nominal at most): (a) Closing costs and ad valorem taxes due through 2020 of $17,379; (b) Financing points and related costs of $8,998; and (c) The remaining proceeds of the sale ($223,621) will go to pay KSC's secured claim of $210,958 in full and pay agreed upon attorney's fees of $12,663. A copy of the Contracts and the Settlement Sheets is available at https://bit.ly/3bNBP4o from PacerMonitor.com free of charge. About Imperial ROI Imperial ROI, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-31868) on July 6, 2020, listing under $1 million in both assets and liabilities. Hon. Harlan D. Hale oversees the case. Rochelle McCullough, LLP is the Debtor's counsel. JAKE TRUCKING: Unsec. Creditors to Recover Up to 100% in Plan ------------------------------------------------------------- Jake Trucking & Logging, LLC, submitted an Amended Plan of Reorganization for Small Business on Jan. 18, 2021. The Debtor's financial projections show that the Debtor will have projected disposable income for the period described in 11 U.S.C. Sec. 1191(c)(2) of $27,450.36. The final plan payment is expected to be paid no later than August 1, 2025. The Plan contemplates that the Debtor will continue to operate its business, and that the proceeds from timbering operations will be sufficient to pay all administrative, priority, secured, and general unsecured claims. The Debtor's plan reduces some of the Debtor's monthly outlay of payments on secured debts, while still providing for total repayment of all secured claims over the life of the Plan. The Debtor will also dedicate a portion of projected income towards the payment of Allowed Unsecured Claims,, in which it is estimated that Allowed Unsecured Claims will receive approximately $27,450 to be distributed pro rata; currently, that would result in undisputed allowed unsecured claims to receive full payment of their claims. Class 4 Allowed Unsecured Claims will receive full distribution on their claims within 60 months following the Petition Date. The claims of Donna Robinson and Ronnie West are disputed, and are the subject of state court litigation, as well as EDKY Bankruptcy Adversary Case 20-7002. Formal objections to the claims will be filed. A full-text copy of the Disclosure Statement dated January 18, 2021, is available at https://bit.ly/3qwRaum from PacerMonitor.com at no charge. Counsel for the Debtors: Noah R. Friend Noah R. Friend Law Firm, PLLC P.O. Box 341 Versailles, KY 40383 Phone: 606.369.7030 Fax: 502.716.6158 E-mail: noah@friendlawfirm.com About Jake Trucking and Logging Jake Trucking and Logging, LLC, a Pikeville, Ky.-based company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Ky. Case No. 20-70372) on Aug. 3, 2020. At the time of the filing, the Debtor had estimated assets of between $50,001 and $100,000 and liabilities of between $100,001 and $500,000. Judge Gregory R. Schaaf oversees the case. Noah R. Friend Law Firm is the Debtor's legal counsel. KEIVANS HOSPITALITY: Unsecureds to Get 100% w/ Interest in 5 Years ------------------------------------------------------------------ Debtors Keivans Hospitality, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Plan of Reorganization and a Disclosure Statement on January 15, 2021. U.S. Bank, National Association as Trustee for the Benefit of Registered Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2013-C12, Commercial Mortgage PassThrough Certificates, Series 2013-C12 ("US Bank") is the Debtor's senior secured creditor, with liens on substantially all of the Debtor's assets, including all real and most personal property. On the petition date US Bank held reserve funds in the approximate amount of $705,000, earmarked for taxes, insurance, repairs and improvements that additionally serve as collateral for the loan. Based upon the Debtor's estimated value of the hotel and personal property of approximately $14.8 million, the Debtor believes US Bank and the SBA are fully secured. The Debtor maintained all payments to US Bank current until the impact of the pandemic negatively affected occupancy rates. As a result, the Debtor was unable to pay amounts due to US Bank for March 2020 and subsequent months. In an effort to stave off the foreclosure of the Debtor's material assets, on Sept. 1, 2020, the Debtor filed its voluntary petition for relief under chapter 11. Holders of Claims in Classes 1, 2, 4 and 5 are Impaired under the Plan, and will receive distributions on the Effective Date, or at such other time as the Reorganized Debtor makes distributions in accordance with their respective treatment under the Plan. Specifically, Class 1 (Ad Valorem Tax Claims) shall receive payment of their Allowed Claims over a period of 48 months at twelve percent interest. Class 2 (US Bank) shall receive payment of its Allowed Secured Claim plus the Bank Post-Petition Claim as of the Effective Date, amortized over 30 years with a balloon payment due on August 1, 2023 in accordance with the original loan documents. Class 4 (Cure Claim of Hilton Worldwide) shall receive payment of its claim in six equal monthly installments commencing on the first day of the month following 60 days after the Effective Date. Class 5 will consist of Allowed Unsecured Claims existing as of the Petition Date. On or after the Effective Date, and except to the extent that a Holder of an Allowed Unsecured Claim agrees to a less favorable treatment, each Holder of an Allowed Unsecured Claim will receive payment of its claim in full over a period of sixty months with interest at three percent. Class 5 is Impaired under the Plan. Holders of Class 5 Claims are entitled to vote to accept or reject the Plan. Class 6 shall consist of the Holders of prepetition equity interests in the Debtor, namely, Ben Mousavi as 100% owner. On the Effective Date, all pre-petition equity interest claims in the Debtor (including all rights and interests that correspond to such equity interest) will be retained. Class 6 is unimpaired under the Plan. Holders of Class 5 Claims are not entitled to vote to accept or reject the Plan. The Plan provides for payment of Allowed Claims, in the order of their priority. At the present time, the Debtor believes that it will have sufficient funds, as of the Effective Date, to pay in full the expected payments required under the Plan to the Holders of Allowed Administrative Claims and any Allowed Cure Claims. All claims not paid on the Effective Date shall be paid from future earnings. The Debtor anticipates generating sufficient funds from operations to fund all payments contemplated by the Plan. A full-text copy of the Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/3qyvkXg from PacerMonitor.com at no charge. Attorneys for the Debtor: Timothy L. Wentworth, Esq. Okin Adams LLP 1113 Vine St., Suite 240 Houston, TX 77002 Telephone: (713) 228-4100 Facsimile: (888) 865-2118 E-mail: twentworth@okinadams.com About Keivans Hospitality and Keiv Hospitality Based in Katy, Texas, Keivans Hospitality, LLC, is a Texas limited liability company formed on April 4, 2013 for the purpose of developing, owning and operating a Hilton Garden Inn hotel located at 2509 Texmati Drive, Katy, Harris County, Texas. It operates under a franchise agreement with Hilton Worldwide and has 101 guest rooms, 1663 square feet of meeting space and a 50 person capacity restaurant. Keivans is owned by Ben Mousavi (100%). Keiv Hospitality, LLC, is a Texas limited liability company formed on April 4, 2013 for the purpose of developing, owning and operating a Hampton Inn and Suites hotel located at 22055 Katy Freeway, Katy, Harris County, Texas. It operates under a franchise agreement with Hilton Worldwide and has 69 guest rooms and 1100 square feet of meeting space. Keiv is owned by Ben Mousavi (50%), Riba Mousavi (25%), Kevin Mousavi (24%) and Mousavi Hospitality, Inc. (1%). Keiv Hospitality and Keivans Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34408) on Sept. 1, 2020. Ben Mousavi, owner, signed the petitions. At the time of the filing, Keiv Hospitality estimated assets of between $1 million and $10 million and liabilities of the same range while Keivans Hospitality estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Jeffrey P. Norman oversees the cases. Okin Adams LLP is the Debtors' legal counsel. LEADVILLE CORP: Unsecureds to Get Less Than 1% in Ex-CEO's Plan --------------------------------------------------------------- Scot Hutchins, a creditor, shareholder and former CEO (1998-2000) of Leadville Corporation, has proposed a plan of liquidation for Leadville Corp. Hutchins on Jan. 18, 2021, submitted an Amended Plan and a corresponding Disclosure Statement for the Debtor, an entity that acquired and developed mining properties in Lake and Park Counties, Colorado. The large majority of the properties are "mining claims", a historic designation that includes public land for private mining activity for payment of annual use fees (unpatented mining claims) and public land previously available for mining activity and private ownership (patented mining claims). The Debtor's current holdings of the property by area: 1. The Sherman-Hilltop consolidation properties that include over 1,800 acres of patented (owned) mining claims. 2. The Diamond-Resurrection properties that currently include between 820 and 981 acres of partially and wholly owned historic mining claims, the higher number including several outlying properties. 3. The Stringtown properties that currently include between 270 and 340 acres zoned industrial, mining, business or residential, and the Debtor's mill buildings and tailings ponds, office, laboratory and storage buildings, two houses, and two mobile homes all in various unmaintained states of condition. The Debtor has significant debt from (1) the remaining 1987 debentures and notes issued for investor debt financing, including principal and interest, (2) court judgments on debentures, notes, employment contract, litigation costs, and any other liabilities, (3) state and federal regulatory agencies' claimed rehabilitation and other costs, penalties and interest, and (4) unpaid taxes and related costs, penalties and interest. The Debtor's unsecured debt claims include U.S. Government Bureau of Land Management's and Colorado state agencies' claims in excess of $540,000, a contract claim of almost $900,000, and an U.S. Internal Revenue Service Claim of less than $4,000, for a total in excess of $1.44 million. The Debtor's assets that do not secure Allowed Secured Claims, or proceeds from the sale of such assets, will be distributed first to Holders of Allowed Administrative Claims and Priority Claims with any remaining value distributed to Holders of Class 9 Unsecured Claims. The Plan , however, also provides for the distribution of certain payments from the sale of secured real property and owed to holders of Class 6 Claims to be paid instead to Holders of Allowed Administrative, Priority and Unsecured Claims. Class 9 Unsecured Claims are projected to total $30 million to $50.7 million. The Amended Disclosure Statement says the class is projected to recover $250,000 to $380,000 or less than 1.0% of the claims. The Plan provides for the sharing of proceeds from the sale of secured real property, which would otherwise go to secured Class 6, with Holders of Unsecured Claims. A full-text copy of the Amended Disclosure Statement dated Jan. 18, 2021, is available at https://bit.ly/3o7gPYO from PacerMonitor.com at no charge. Counsel for Scot Hutchins: Steven T. Mulligan, #19901 Coan, Payton & Payne, LLC 999 18th Street, Suite S 1500 Denver, CO 80202 Telephone: 303-861-8888 E-mail: smulligan@cp2law.com About Leadville Corporation Headquartered in Aurora, Colorado, Leadville Corporation was organized in 1945 to acquire, explore and develop mining properties, primarily in Lake and Park Counties, Colorado. Alleged creditors, namely La Plata Mountain Resources, Inc., Salem Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary petition against Leadville Corporation (Bankr. D. Colo. Case No. 17-21646) on Dec. 27, 2017. The case is assigned to Judge Michael E. Romero. Leadville is reportedly indebted to the petitioning creditors: (a) $7,501,738 to La Plata Mountain Resources, Inc., based upon judgments it holds against the Debtor; (b) $14,766 to Black Horse Capital, Inc. based upon tax liens it holds against the Debtor; and (c) $17,311 to Salem Minerals, Inc., based upon tax liens it holds against the Debtor. The Petitioning Creditors are represented by Kenneth J. Buechler, Esq., at Buechler & Garber, LLC. Mr. Stephen Peters was appointed Chapter 11 trustee for the Debtor on April 23, 2018. The trustee is represented by Wadsworth Warner Conrardy, P.C. MACQUARIE INFRASTRUCTURE: S&P Reinstates BB Rating on Senior Notes ------------------------------------------------------------------ S&P Global Ratings reinstated its 'BB' issue-level rating and '3' recovery rating on Macquarie Infrastructure Corp.'s 2.0% convertible senior notes due October 2023. The rating remains on CreditWatch, where S&P placed it with negative implications on Nov. 12, 2020. On Jan. 13, 2020, S&P withdrew its rating on the notes in error. S&P expects to withdraw its ratings on the notes when they are repaid, likely in the first quarter of 2021. MAD RIVER: Court Extends Plan Exclusivity Until Jan. 31 ------------------------------------------------------- Judge William J. Lafferty, III of the U.S. Bankruptcy Court for the Northern District of California, Santa Rosa Division, extended Mad River Estates, LLC's exclusive right to file a plan to January 31, 2021. Judge Lafferty also extended Mad River Estate's exclusive right to file a plan that has been accepted by each class of claims or interests that are impaired under the plan to April 1, 2021. Mad River Estates, LLC is represented by: Stephen D. Finestone, Esq. Jennifer C. Hayes, Esq. Ryan A. Witthans, Esq. FINESTONE HAYES LLP 456 Montgomery Street, 20th Floor San Francisco, CA 94104 Telephone: 415-421-2624 Email: sfinestone@fhlawllp.com jhayes@fhlawllp.com rwitthans@fhlawllp.com About Mad River Estates Mad River Estates, LLC is a Korbel, Calif.-based company engaged in activities related to real estate. Mad River Estates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 20-10470) on Aug. 14, 2020. Dean Bornstein, the company's manager, signed the petition. At the time of the filing, Debtor had estimated assets of between $1 million to $10 million and liabilities of the same range. The Debtor is represented by Finestone Hayes LLP. The Office of the U.S. Trustee appointed a committee of unsecured creditors in Debtor's Chapter 11 case. The committee is represented by Buchalter, a Professional Corporation. MADDOX FOUNDRY: Seeks Court Approval to Employ Broker ----------------------------------------------------- Maddox Foundry & Machine Works, LLC seeks approval from the U.S Bankruptcy Court for the Northern District of Florida to employ Rory Causseaux of Colliers International Florida, LLC to market for sale its real property and assets. The broker will get a 6 percent commission on the sale price if the property is sold. Mr. Causseaux disclosed in a court filing that he is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Causseaux can be reached at: Rory Causseaux Colliers International Florida, LLC 107 SW 7th Street Gainesville, FL 32601 Mobile: +1 352-317-6341 Tel: +1 352-420-9889 Email: Rory.Causseaux@colliers.com About Maddox Foundry & Machine Works Maddox Foundry & Machine Works, LLC, a company that operates a foundry machine shop, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-10211) on Oct. 7, 2020. At the time of the filing, the Debtor disclosed assets of $500,000 and liabilities of $4.495 million. Judge Karen K. Specie oversees the case. Seldon J. Childers, Esq., at ChildersLaw, LLC, serves as the Debtor's legal counsel. MALLINCKRODT PLC: Buxton Says It Has Shareholders' Support ---------------------------------------------------------- The Buxton Helmsley Group, Inc., announced Jan. 20, 2021, that it has receive support from shareholders of its calls for a meeting of Mallinckrodt shareholders, realignment of the company's board and management with shareholder interests, and renegotiation of its restructuring plan. The Mallinckrodt board and management has entirely abandoned shareholder interests, attempting to push through a Chapter 11 restructuring plan (their case pending before the U.S. District of Delaware Bankruptcy Court) that will extinguish all shareholder interests, unnecessarily turn all shareholder equity over to a handful of bondholders, and enrich management with a 10% allocation of the reorganized company when they currently own less than 0.03% of the existing company. 11 out of 12 Mallinckrodt Directors did not meet the requirement to retain ownership of five times their annual cash retainer in common stock as of the petition date, and far, far before that. Mallinckrodt Chief Executive Officer Mark Trudeau was (and is still) incompliant with his requirement to retain ownership of five times his annual salary in common stock (throughout all of 2020), and has – since Chapter 11 petition filing – sold off over 95% of the little equity he did have in the company. Vice President Stephen Welch stated during the recent December 16th hearing on appointment of an official equity committee that the company is now representing the interests of creditors, citing Irish law, prematurely having breached their fiduciary duty to shareholders without having pursued numerous attempts to preserve equity value and prove insolvency (admitting not even an attempt to sell the company), and pursuing the path of least assurance for a distribution to equity holders (a reorganization with a maximum distribution of zero to shareholders instead of a Chapter 7 liquidation with no set distribution ceiling for shareholders). Buxton Helmsley calls to make immediate significant board and management changes due to management's refusal to respond to shareholder inquiries, offerings of financing opportunities, and that express admission (at the recent equity committee appointment hearing) of not attempting many paths to preserve equity (more notably, no attempt at all to sell the company). The Buxton Helmsley Group, Inc. (together with certain of its affiliates and clients, "BHG" or "we"), the New York City-based investment advisor to clients with significant, and increasing, holdings of Mallinckrodt Plc. ("Mallinckrodt" or the "Company") common stock (OTC: MNKKQ), and with the backing of other various significant shareholders, issued a letter to shareholders (and accompanying press release) on Friday, January 15th, 2021, expressing utter disdain with management's recent actions relating to their proposed Restructuring Support Agreement (the "RSA") terms as part of the Company's voluntary Chapter 11 reorganization case pending before the U.S. District of Delaware Bankruptcy Court (the "Court"). To view the original press release, issued Friday, January 15th, 2020, visit: https://www.prnewswire.com/news-releases/the-buxton-helmsley-group-to-call-meeting-of-mallinckrodt-shareholders-to-realign-board-and-management-with-shareholder-interests-renegotiate-restructuring-plan-301209521.html Shareholders supporting the following described actions contemplated by BHG should immediately e-mail mnk@buxtonhelmsley.com for required materials to legally exercise the power of their shares in support of the shareholder meeting and the contemplated actions. Since BHG's January 15th letter and press release distributed to shareholders and the investing public, the firm has received the official support of millions of the Company's outstanding shares to declare the immediate requisition of an "extraordinary general meeting" under Section 178 of the Companies Act of 2014. The firm, within hours of the press release, received correspondence and official support from not just numerous individual investors, but institutional holders of the Company's stock. BHG has been engaged in numerous productive conversations with those many insititutional holders of the Company's stock. "This management and board of directors' silence after our Friday press release and letter to shareholders is utmost indicative of their guilt in the numerous corporate governance violations we cited on Friday," says Alexander Parker, Senior Managing Director of The Buxton Helmsley Group, Inc. "They simply think that staying silent will make this aggrieved shareholder base go away, and they will soon realize that was an even bigger mistake than the violations themselves. We already have millions of shares beyond our own client holdings in support of the shareholder meeting we are imminently about to call, with full support of our proposed reform. Quite simply, this shareholder base has nothing to lose with supporting our efforts. This management and board has already destroyed the retirement account values of many, and has absolutely no qualms about it. Not only have they destroyed the retirement accounts of many individuals, but including many longtime employees, with multiple of them having plead with the Court for relief of their financial misery. This management and board could not have displayed more traitorous actions. They will only hear from this shareholder base next when we blindside them with massive requisition of an extraordinary shareholder meeting, when we will further loop in the Securities and Exchange Commission and various state securities regulators to ensure management is held accountable for their actions. If they fail to hold the shareholder meeting, in violation of Section 178 of the Companies Act of 2014, we will bring Chapter 11 proceedings to a halt, objecting to all motions brought before the Court, until this shareholder base is given its right to make their voice heard at the shareholder meeting. This management will muzzle their shareholders no more, and we will make sure of that," says Parker. Shareholders supporting the described actions contemplated by BHG should immediately e-mail mnk@buxtonhelmsley.com for required materials to legally exercise the power of their shares in support of the shareholder meeting and the contemplated actions. The full letter to Mallinckrodt shareholders is available at www.ReviveMallinckrodt.com. About Buxton Helmsley: The Buxton Helmsley Group, Inc. ("BHG") is a premier financial service, asset management and securities research firm, providing an array of services to a diversified group of individuals, corporations, trusts and other entities. The firm is headquartered in New York City. The Buxton Helmsley Group, Inc. (together with certain of its affiliates and clients, the "Participants") intends to file with the Securities and Exchange Commission (the "SEC") a definitive proxy statement and accompanying form of proxy to be used in connection with the solicitation of proxies from the shareholders of Mallinckrodt plc (the "Company") in connection with an "extraordinary general meeting" (as defined by Section 178 of the Companies Act of 2014, or the "Act") of the Company (the "General Meeting"). All shareholders of the Company are advised to read the definitive proxy statement and other documents related to the solicitation of proxies by the Participants in respect of the General Meeting when they become available, as they will contain important information, including additional information related to the Participants, their nominees for election to the board of directors of the Company and the General Meeting. The definitive proxy statement and an accompanying proxy card will be furnished to some or all of the Company's shareholders and will be, along with other relevant documents, available at no charge on the SEC website at http://www.sec.gov/and will be available upon request from the Participants' proxy solicitor, soon to be announced. About Mallinckdrodt Mallinckrodt -- http://www.mallinckrodt.com/-- is a global business consisting of multiple wholly owned subsidiaries that develop, manufacture, market and distribute specialty pharmaceutical products and therapies. The company's Specialty Brands reportable segment's areas of focus include autoimmune and rare diseases in specialty areas like neurology, rheumatology, nephrology, pulmonology and ophthalmology; immunotherapy and neonatal respiratory critical care therapies; analgesics and gastrointestinal products. Its Specialty Generics reportable segment includes specialty generic drugs and active pharmaceutical ingredients. As of March 27, 2020, the Company had $10.17 billion in total assets, $8.27 billion in total liabilities, and $1.89 billion in total shareholders' equity. On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates sought Chapter 11 protection in Delaware in the U.S. (Bankr. D. Del. Lead Case No. 20-12522) to seek approval of a restructuring that would reduce total debt by $1.3 billion and resolve opioid-related claims against the Company. Mallinckrodt plc disclosed $9,584,626,122 in assets and $8,647,811,427 in liabilities as of Sept. 25, 2020. Latham & Watkins LLP, Ropes & Gray LLP and Wachtell, Lipton, Rosen & Katz are serving as counsel to the Company, Guggenheim Securities, LLC is serving as investment banker and AlixPartners LLP is serving as restructuring advisor to Mallinckrodt. Hogan Lovells is serving as counsel with respect to the Acthar Gel matter. Prime Clerk LLC is the claims agent. MEG ENERGY: Fitch Assigns B+ Rating on Proposed Unsec. Notes ------------------------------------------------------------ Fitch Ratings has assigned a 'B+'/'RR3' rating to MEG Energy's (MEG) eight-year senior unsecured notes. Proceeds, along with cash on hand, are intended to refinance the company's senior unsecured notes due 2024. MEG's Issuer Default Rating is 'B' and the Rating Outlook is Stable. Fitch views the refinancing as a positive given the extension of the bond maturity and a slight reduction in interest costs. MEG has strengthened its liquidity profile over the past two years, and its liquidity is further enhanced by the expectation of generating positive FCF at current Strip prices. MEG's ratings reflect improving credit metrics, below average refinancing risk, no major bond maturities until 2025 pro forma for the acquisition, adequate liquidity, the expectation that the company will generate positive FCF over the forecasted period, improved transportation logistics that should lead to higher realized prices, and an improving cost structure. This is offset by significant exposure to potentially wide and volatile West Texas Intermediate (WTI) and Western Canadian Select (WCS) spreads, lack of diversification, and exposure to a challenging regulatory environment managed by the Alberta and federal government. The Stable Outlook reflects MEG's conservative financial profile, ability to access debt capital markets and its solid liquidity profile, which should able the company to whether a period of lower commodity prices or widening differentials. Fitch would consider a positive rating action if MEG generates FCF in excess of expectations and the proceeds are applied to reduce debt. KEY RATING DRIVERS Focus on Debt Reduction: MEG reduced leverage from 8.8x in 2018 to 3.3x in 2019 through a combination of increased production, improved differentials, and a wind down of its capital spend program. Although debt/EBITDA increased in 2020 due to the impact of the pandemic, MEG was able to reduce overall debt by CAD132 million and extending maturities, while keeping its revolver undrawn. Fitch believes FCF will be predominately used to reduce debt and fund growth initiatives. Improvements in debt reduction will be a function of the fluctuating WCS discounts and transportation issues. FCF Improvement: Historically, MEG has generated large FCF deficits to fund its growth objectives while also being subjected to modest discounts to WCS pricing. Fitch expects MEG to be neutral to slightly negative using a USD42/bbl WTI price assumption for 2021, although Strip prices suggest positive FCF. MEG's continued focus on cost reduction, opportunistic hedging program, and relatively low cost (approximately USD5/bbl) to sustain production levels should allow it the company to fund its capital program within operating cash flow. Growing Exposure to USGC: Fitch anticipates MEG will sell an increasing portion of its production into the more valuable U.S. Gulf Coast (USGC) and move away from the Western Canada market. MEG sold 27% of its 2018 production into the USGC, and Fitch is estimating that the apportionment will range from 30%-35% for the remainder of 2020 and 2021. MEG currently has a 100,000bbl/d of committed capacity on the Flanagan South/Seaway pipeline that transports crude to the Gulf Coast. The commitment is not contingent on the Enbridge Line 3 replacement project being placed into service or Enbridge's current contract discussions. This should result in increasing Gulf Coast sales to over 50% of production in 2021 from through pipeline, which should allow for a higher realized price for MEG's products. The USGC market has an approximate USD3.00-4.00 per barrel premium to the Western Canadian market after taking into account transportation costs in the current pricing environment. Pipeline Political Risk: There has been substantial timing risk around major pipeline projects in Canada, which have experienced numerous delays due to entrenched social and environmental opposition. These include Enbridge's Line 3 replacement (over 370,000bbl/d in incremental shipping capacity), the Keystone XL pipeline (over 830,000bbl/d) and the Trans Mountain Pipeline (over 590,000bbl/d). Pipeline delays were a key factor in the collapse in WCS differentials in the fall of 2018, which led to the need for quotas. As stated above, additional delays in new capacity could prolong the quota, create additional project deferrals, and increase reliance on rail to move product. Fitch expects that Enbridge's Line 3 will be the first of the major projects to come online in 2H20. Adequate Liquidity, Maturity Runway: MEG has an undrawn CAD800 million revolving credit facility and CAD500 million letter of credit facility with a maturity date of July 30, 2024. There is no financial maintenance covenant unless the revolver is drawn in excess of 50%, which would trigger a first-lien net debt/EBITDA covenant of 3.5x or less. Fitch does not expect material draws on the revolver given the expectation of FCF neutrality in 2021 and sufficient cash on hand. Fitch is comfortable with the liquidity given cash was at CAD49 million as of Sept. 30, 2020 and Fitch's expectation that the company will generate FCF over the forecasted horizon. The next bond maturity is not until January 2025. DERIVATION SUMMARY Baytex Energy (B/Negative) is a predominately Canadian producer with production of 77,800 bbl/d in 3Q 2020, which is slightly higher than MEG's production of 71,500. Fitch expects MEG's production to grow to the 86,000 to 90,000 bbl/d range throughout the forecast period. MEG has a larger proved reserve base and a higher oil cut. In addition, MEG has no near-term financing risk, is not expected to borrow off of its CAD800 million revolver in the near term, and has a covenant-lite revolver that is not subject to a borrowing base redetermination. Baytex's next bond maturity is June 2024 and approximately 60% of its credit facility is drawn. Offsetting considerations include low diversification, given that MEG is essentially a single-play oil sands producer, and significant exposure to volatile WTI-WCS price differentials, given the lack of integration, particularly in relation to larger Canadian oil sands operators such as Suncor Energy and Canadian Natural Resources Limited. Despite its lack of diversification, MEG has substantial proved and probable reserves and has the ability to greatly expand capacity if industry conditions are favorable. KEY ASSUMPTIONS -- Base case WTI oil prices of USD38 in 2020, USD42 in 2021, USD47 in 2022, and a long-term price of USD50; -- Base case Henry Hub natural gas price of USD2.10 in 2020 and a long-term price of USD2.45; -- Production decline of 12% in 2020 and growth of 7% in 2021; -- Capex of CAD150 million in 2020 and CAD288 million in 2021; -- No share repurchases, equity issuance, acquisitions, or divestitures. Key Rating Recovery Assumptions: -- The recovery analysis assumes that MEG Energy would be reorganized as a going-concern (GC) in bankruptcy rather than liquidated. -- Fitch has assumed a 10% administrative claim. GC Approach MEG's GC EBITDA assumption reflects Fitch's projections under a stressed case price deck, which assumes WTI oil prices of USD34.00 in 2020, USD32.00 in 2021, USD37.00 in 2022, and USD47.00 in 2023. The GC EBITDA estimate reflects Fitch's view of a sustainable, post-reorganization EBITDA level upon which Fitch bases the enterprise valuation (EV). The GC EBITDA assumption uses 2023 EBITDA, which reflects the decline from current pricing levels to stressed levels and then a partial recovery coming out of a troughed pricing environment. The model was adjusted for reduced production and varying differentials given the material decline in the prices from the previous price deck. An EV multiple of 5.0x EBITDA is applied to the GC EBITDA to calculate a post-reorganization enterprise value, resulting in a valuation of CAD2.9 billion. The choice of this multiple considered the following factors: -- The historical bankruptcy case study exit multiples for peer companies ranged from 2.8x-7.0x, with an average of 5.6x and a median of 6.1x; -- There were very few recent Canadian M&A transactions and multiple detail was either unavailable or not relatable; -- Fitch uses a multiple of 5x, to estimate a value for MEG to reflect the relatively higher proved reserves that reduces resource and volumetric risks and provides for longer-term cash flow support despite shorter-term market impacts; Liquidation Approach The liquidation estimate reflects Fitch's view of the value of balance sheet assets that can be realized in sale or liquidation processes conducted during a bankruptcy or insolvency proceeding and distributed to creditors. Despite the lack of Canadian E&P peer companies, the announced transaction in which Devon Energy is selling its Canadian assets to Canadian Natural Resources is a very strong comparison given the facility's location, size, and similar operations. That asset was sold for USD2.8 billion during a difficult M&A environment, which makes the transaction a good proxy for a distressed sale. The value per production (boe) was USD22,000, which implies a valuation for MEG at USD2.7 billion. After including accounts receivable and inventory and adjusting for foreign exchange rates, the liquidation value was CAD3.0 billion, less than the going concern value. The revolver is assumed to be fully drawn upon default. The revolver is a first lien and senior in the waterfall. The allocation of value in the liability waterfall results in recovery corresponding to 'RR1' recovery for the first lien revolver and a recovery corresponding to 'RR1' for the senior second lien notes. The senior unsecured notes have a 'RR3' recovery. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Actual debt reduction through the application of FCF proceeds; -- Mid-cycle debt/EBITDA in the 3.0x-3.5x range; -- Mid-cycle lease adjusted net leverage less than 3.5x. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Change in financial policy away from debt reduction at current credit metrics; -- Mid-cycle debt/EBITDA above 4.5x; -- Mid-cycle lease adjusted net leverage greater than 4.5x; -- Prolonged dislocation in WTI-WCS spreads. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: MEG has CAD49 million of cash on hand as of Sept. 30, 2020. The credit facility consists of a CAD800 million revolver and a CAD500 million letter of credit facility that matures on July 30, 2024. There is no financial maintenance covenant unless the revolver is drawn in excess of 50%, which would trigger a first-lien net debt/EBITDA covenant of 3.5x or less. The next maturity is in 2025 when the 6.5% senior secured second lien notes are due. ESG CONSIDERATIONS MEG Energy has an ESG Relevance Score of '4' for Exposure to Social Impacts, due to high exposure to pipeline and logistics takeaway capacity, which has been delayed multiple times due to social resistance to pipelines in Canada. This has widened the Canadian oil price differential to record levels, which has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. METRONOMIC HOLDINGS: Wants Plan Exclusivity Extended Until April 6 ------------------------------------------------------------------ Metronomic Holdings, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division for an extension of its exclusive period to file a chapter 11 plan from January 21, 2021 to April 6, 2021 and to solicit acceptances to its plan from March 22, 2021 to May 21, 2021. Metronomic Holdings contends that sufficient cause exists to extend the Exclusivity Period for the purpose of filing a disclosure statement and plan. It further contends that it is well on its way in addressing the assets in the estate. Metronomic Holdings alleges that it has engaged a real estate broker, and that its discussions with its principal secured creditor, Fuse Group, concerning a host of issues, resulted in a settlement memorialized in a court-approved Memorandum of Understanding. Metronomic Holdings adds that Ronald L. Glass, its Chief Restructuring Officer, continues to negotiate and address issues with respect to multiple other creditors and properties and other assets and interests of the estate. Metronomic Holdings says that this is its first request for an extension of its Exclusivity Period. It avers that it will need more time to evaluate the claims filed and potentially resolve certain disputed claims prior to filing a Plan. Metronomic Holdings, LLC is represented by: Aleida Martinez Molina, Esq. WEISS SEROTA HELFAN COLE & BEIRMAN, P.L. 2525 Ponce de Leon Boulevard, Suite 700 Coral Gables, FL 33134 Telephone: 305-854-0800 Email: amartinez@wsh-law.com About Metronomic Holdings Metronomic Holdings, LLC, is a Florida based real estate company that owns and manages a portfolio of real estate assets in Miami-Dade County, Fla. and McHenry County, Ill. Metronomic Holdings filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-20310) on Sept. 23, 2020. At the time of the filing, the Debtor disclosed assets of between $50 million and $100 million and liabilities of the same range. Judge Laurel M. Isicoff oversees the case. The Debtor hired Aleida Martinez Molina as its legal counsel. MKJC AUTO: Feb. 3 Hearing on Bidding Procedures for All Assets -------------------------------------------------------------- Judge Jil Mazer-Marino of the U.S. Bankruptcy Court for the Eastern District of New York will convene a telephonic hearing on Feb. 3, 2021, at 2:00 p.m., to consider the bidding procedures proposed by MKJC Auto Group, LLC in connection with the sale of substantially all of its tangible and intangible assets, to World Imports, LLC for $2 million, on the terms of the Asset Purchase Agreement, dated as of January 2021, subject to overbid. The telephonic hearing will be at dial in number (888) 273-3658, Access Code 2872314. The Objection Deadline is Jan. 27, 2021, at 4:00 p.m. The orderly liquidation of the Debtor is the sole means of providing any possibility that its secured, priority and general unsecured creditors will receive a distribution in these cases and provides an opportunity to preserve the hundreds of jobs held by the Debtor’s employees. The procedures provide the greatest opportunity to achieve these objectives. At the time of its formation, the Debtor's members were Mitchell Kaminsky (75%) and John Carey (25%). On Aug. 10, 2017, Mitchell Kaminsky was tragically killed in a motor vehicle accident, and his son Ryan Kaminsky (who is the Executor of the Estate of Mitchell Kaminsky) became involved with the Debtor's business operations. The Debtor's current members are the Mitchell Kaminsky Trust (95%) and Gary Denner (5%). The Debtor has filed the Chapter 11 case to reorganize or sell its business as a going concern. Shortly after its formation, the Debtor entered into a "floor plan" financing arrangement with Hyundai Capital America ("HCA"), in the amount of $9 million, as memorialized in an Inventory Loan and Security Agreement, dated Dec. 9, 2014, pursuant to which the Debtor granted to the HCA a security interest in the acquired vehicles and additional collateral set forth in the Loan Agreement. As further security for HCA, the Debtor entered into an agreement for the Assignment of Factory/Distributor Receivables, dated as of Dec. 9, 2014, pursuant to which the Debtor assigned, transferred and granted HCA a security interest in all accounts, accounts receivable, general intangibles, contract rights, and right to payment of money due or to become due to the Debtor from HCA and any other manufacturer of motor vehicles. As part of the floor plan arrangement, the Debtor and HCA also entered into an Equity Account Agreement, dated Dec. 9, 2014 pursuant to which the Debtor has the right to prepay the outstanding loan balance. On Dec. 9, 2014, MKJC Auto Group LLC members - John Carey and Mitchell Kaminsky also entered into separate Continuing Subordination and Guaranty Agreements with HCA. HCA properly perfected its security interests in and on the Prepetition Collateral by taking possession of, or obtaining control over, certain assets, and/or by filing UCC-1 financing statements, mortgages, deeds of trust, or other required documents against the Debtor and such Prepetition Collateral in the proper state or county offices for the perfection of such security interests and liens. The Debtor is a tenant under the following unexpired leases: (a) Lease with Saso, LLC for the main premises (showroom/corporate offices) located at 34-54 44th Street, Long Island City, New York; term ends Dec. 31, 2025; current monthly base rent $105,000; (b) Lease with 34-20 45th Street LLC c/o Major World Chevrolet Lease for repair shop and parts department located at 34-20 45th Street, Long Island City; term ends June 2, 2022; current monthly base rent $23,193; (c) Lease with Win Depot Inc. for parking lot located at 42-52 Northern Boulevard, Long Island City, New York; term ends Oct. 10, 2022; current monthly base rent $20,550 ("Win Depot Lease"); and (d) Lease with 70-55 Queens Boulevard., LLC for parking lot located at 70-51 Queens Boulevard, Woodside, New York; month-to-month tenancy; current monthly base rent $6,000. The Debtor is also party to dealer agreement with Hyundai Motor America ("HMA"). The Dealer Agreement, in effect, grants the Debtor the right to operate as an authorized dealer of Hyundai cars. The Debtor is also party to (i) a service contract for cleaning floor mats with Cintas Corp.; (ii) copier service agreement with LEAF; and (iii) software contract with Reynolds & Reynolds. Prior to the commencement of the Chapter 11 case, the Debtor began marketing its assets and soliciting bids. It filed its Chapter 11 case to sell its business as a going concern. On June 9, 2020, the Debtor filed a Motion for Permission to Use Cash Collateral in which HCA has an interest, and June 10, 2020 Judge Craig signed the Debtor's Order to Show Cause Seeking Immediate, Interim, and Final Use of Cash Collateral. The Applicant and the counsel for HCA were able to negotiate the terms of a consensual interim cash collateral order which the Court approved on June 12, 2020. In addition to requiring the use of cash collateral to continue its operations in Chapter 11, the Debtor also needed approval of post-petition financing from HCA. Therefore, on July 1, 2020 the Debtor filed a motion asking emergency DIP financing provided pursuant to Bankruptcy Code Section 364, in order to enable it to preserve the value of its assets as a going concern. On July 2, 2020 Judge Craig signed an Order to Show Cause scheduling a hearing on the borrowing motion. The counsel for landlord Saso, LLC filed limited objections to the Cash Collateral Motion and Borrowing Motion, and the Office of the United States Trustee raised certain issues with the two motions. Nonetheless, the Debtor was able to resolve those problems, and on Sept. 28, 2020, the Court entered a Final Order Authorizing Debtor in Possession to Incur Post-Petition Secured Indebtedness and to Use Cash Collateral. In addition to the described services, during the case thus far the Debtor has obtained the entry of: (i) an Order Granting Motion for Continuation of Utility Service and Approval of Adequate Assurance of Payment to Utility Company Under Section 366(b); (ii) an Order Establishing Deadline for Filing Proof of Claim and Approving the Form and Manner of Notice Thereof; (iii) an Order Pursuant to 11 U.S.C. Section 365(d)(4) Extending the Time Within Which the Debtor Must Assume or Reject Unexpired Leases of Nonresidential Real Property; and (iv) an Order Extending Debtor's Exclusive Right to File a Plan of Reorganization and to Solicit Acceptances with Respect Thereto. By the Motion, the Debtor first asks the entry of the Sale Procedures Order, which will approve the Bid Procedures Notice and bidding procedures and protections in connection therewith to sell the Purchased Assets at an auction as described below within that time period, and also approve the Assumption and Assignment Procedures and the Cure Notice. Second, at the Sale Hearing, the Debtor will seek entry of the Sale Order, (a) authorizing and approving the Sale of the Purchased Assets free and clear of Liens, Claims and other Liabilities, except as provided by the Asset Purchase Agreement or a Proposed Asset Purchase Agreement, (b) authorizing and approving the assumption and assignment of certain of the Debtor's Executory Contracts and Unexpired Leases related thereto. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. (TBD), 2021, at 4:00 p.m. (EST) b. Initial Bid: $2.075 million c. Deposit: 5% of the cash consideration of such Bidder's bid, not to exceed $125,000, made payable to the Debtor and to be held in an escrow account at Shafferman & Feldman LLP d. Auction: In the event multiple Qualified Bids for the Purchased Assets are received by the Debtor, the Debtor will conduct an auction for the Purchased Assets on TBD commencing at 12:00 noon (EST) at the offices of the Debtor's special counsel, Paul Solda, Esq. Special Counsel for the Debtor, at 350 Fifth Avenue, 77th Floor, New York, NY 10118 or such other location designated by the Debtor prior to the scheduled auction (i) in a filing on the docket and (ii) by written notice to the entities entitled to attend the Auction as set forth in Auction and Sale Process. The Auction will be held telephonically at Dial in Number (888) 273-3658, Access Code 2872314. e. Bid Increments: $50,000 f. Sale Hearing: TBD g. Sale Objection Deadline: TBD h. Closing: TBD i. Bid Protection: $75,000 The Debtor wishes to proceed to the Sale and Sale Hearing as expeditiously as the Court's calendar will allow. In accordance with Bankruptcy Rule 2002, the Debtor proposes to give the Sale Procedures Notice upon the Notice Parties. It proposes to establish procedures permitting it to assume and assign certain of these Executory Contracts and Unexpired Leases to the Successful Bidder and to notify counterparties to such Executory Contracts and Unexpired Leases of proposed cure amounts, if any, necessary to cure any defaults existing thereunder. The Debtor shall, within five business days of the entry of the Sale Procedures Order, serve the Cure Notice upon each non-Debtor counterparty to each Executory Contract or Unexpired Lease to which the Debtor is a party that may be assumed and assigned to the Stalking Horse Bidder. The Assignment Objection Deadline is 10 days after service of the Cure Notice or Supplemental Cure Notice. The relief sought is necessary and appropriate to maximize the value of the Debtor's estate for the benefit of its economic stakeholders. Accordingly, it submits that ample cause exists to justify the waiver of the 14-day stay imposed by Bankruptcy Rules 6004(h) and 6006(d), to the extent that each such rule applies. A copy of the proposed APA, Notices and Bidding Procedures Order is available at https://bit.ly/3oUzzMq from PacerMonitor.com free of charge. The Purchaser: MAJOR WORLD IMPORTS, LLC 4340 Northern Blvd. Long Island City, NY 11101 The Purchaser is represented by: SHENWICK & ASSOCIATES 122 East 42nd Street, Suite 620 New York, NY 10168 E-mail: shenwick@gmail.com About MKJC Auto Group, LLC MKJC Auto Group, LLC owns and operates the automobile dealership out of Long Island, New York, known as Hyundai of Long Island City, selling and leasing new and pre-owned Hyundai automobiles to consumers. MKJC Auto Group, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-42283) on June 8, 2020. The petition was signed by Ryan Kaminsky, Executor of The Estate of Mitchell Kaminsky. At the time of filing, the Debtor estimated $10,319,999 in assets and $10,034,320 in liabilities. The Honorable Carla E. Craig is the presiding judge. Joel M. Shafferman, Esq. at SHAFFERMAN & FELDMAN LLP represents the Debtor as counsel. The Debtor has hired the Law Offices of Paul J. Solda, Esq. as its special corporate and real estate counsel. MOHEGAN TRIBAL: S&P Rates Secured Revolving Credit Facility 'B-' ---------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating to Mohegan Tribal Gaming Authority’s (MTGA) $263 million secured revolving credit facility maturing in 2023. S&P said, "Our 'CCC+' issuer credit rating on the authority remains on CreditWatch, where we placed it with positive implications on Jan. 13, 2021, to reflect our expectation that we will raise our issuer credit rating to 'B-' once its refinancing transactions close. The transactions will eliminate MTGA's near-term refinancing risk and improve its debt maturity profile. The authority's current revolver and term loan A (which, combined, had approximately $430 million outstanding as of Sept. 30, 2020) mature in October 2021. Our issue-level rating on the revolver is the same level as our expected issuer credit rating on MTGA upon the resolution of the CreditWatch listing because the debt is secured and there is no material subordination risk." MONAKER GROUP: Delays Filing of Form 10-Q for Period Ended Nov. 30 ------------------------------------------------------------------ Monaker Group, Inc. filed a Form 12b-25 with the Securities and Exchange Commission notifying the delay in the filing of its Quarterly Report on Form 10-Q for the period ended Nov. 30, 2020. The Company said it has experienced delays in completing its Quarterly Report on Form 10-Q due to delays experienced in completing the financial statements and related disclosures associated with the Company's Nov. 16, 2020 acquisition of a 33.85% interest in Axion Ventures, Inc. The Company anticipates that it will file its complete Quarterly Report on Form 10-Q on or before the fifth day following the prescribed due date. About Monaker Group Headquartered in Weston, Florida, Monaker Group, Inc. -- http://www.monakergroup.com-- is a technology-driven company focused on delivering innovation to the alternative lodging rental (ALR) market. The proprietary Monaker Booking (MBE) provides access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. Monaker Group reported a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Aug. 31, 2020, the Company had $9.14 million in total assets, $5.03 million in total liabilities, and $4.11 million in total stockholders' equity. Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. MONAKER GROUP: Incurs $2.3 Million Net Loss in Third Quarter ------------------------------------------------------------ Monaker Group, Inc. filed with the Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $2.34 million on $5,346 of gross revenues for the three months ended Nov. 30, 2020, compared to a net loss of $3.30 million on $89,168 of gross revenues for the three months ended Nov. 30, 2019. For the nine months ended Nov. 30, 2020, the Company reported a net loss of $7.10 million on $47,765 of gross revenues compared to a net loss of $8.71 million on $358,818 of gross revenues for the same period during the prior year. As of Nov. 30, 2020, the Company had $32.40 million in total assets, $12.72 million in total liabilities, and $19.68 million in total stockholders' equity. As of Nov. 30, 2020, and Feb. 29, 2020, the Company had an accumulated deficit of $122,955,764 and $115,852,897, respectively. Monaker said, "We have very limited financial resources. We currently have a monthly cash requirement of approximately $525,000. "We will need to raise substantial additional capital to support the on-going operation and increased market penetration of our products including the development of national advertising relationships and increases in operating costs resulting from additional staff and office space until such time as we generate revenues sufficient to support current operations. We believe that in the aggregate, we could require several millions of dollars to support and expand the marketing and development of our travel products, repay debt obligations, provide capital expenditures for additional equipment and development costs, payment obligations, office space and systems for managing the business, and cover other operating costs until our planned revenue streams from travel products are fully implemented and begin to offset our operating costs. We anticipate obtaining a portion of such funds from HotPlay... pursuant to the terms of HotPlay Exchange Agreement... and in the event the HotPlay Exchange Agreement closes. Our failure to close the HotPlay Share Exchange or obtain additional capital to finance our working capital needs on acceptable terms, or at all, will negatively impact our business, financial condition and liquidity. As of November 30, 2020, we had $12,721,330 of current liabilities. We currently do not have the resources to satisfy these obligations, and our inability to do so could have a material adverse effect on our business and 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/1372183/000158069521000020/mkgi-10q_113020.htm About Monaker Group Headquartered in Weston, Florida, Monaker Group, Inc. -- http://www.monakergroup.com-- is a technology-driven company focused on delivering innovation to the alternative lodging rental (ALR) market. The proprietary Monaker Booking (MBE) provides access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. Monaker Group reported a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Aug. 31, 2020, the Company had $9.14 million in total assets, $5.03 million in total liabilities, and $4.11 million in total stockholders' equity. Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. MONAKER GROUP: Underwriters Opt to Buy Additional 462,000 Shares ---------------------------------------------------------------- Monaker Group, Inc. reported that the underwriters of its previously announced bought deal offering have exercised, in full, their option to purchase an additional 462,000 shares of the Company's common stock at a price of $2.50 per share. Total gross proceeds to the Company from the offering, including the funds received from the prior closing and the exercise of this option, are approximately $8.85 million, before deducting underwriting discounts, commissions, and other offering expenses payable by the Company. The shares were offered pursuant to a shelf registration statement previously filed with and declared effective by the Securities and Exchange Commission. A prospectus supplement and accompanying base prospectus relating to the offering were filed with the SEC and are available on the SEC's website at www.sec.gov. Kingswood Capital Markets, division of Benchmark Investments, Inc. and Aegis Capital Corp. acted as the book-running managers for the offering. A copy of the prospectus supplement and the accompanying base prospectus relating to and describing the terms of the offering can be obtained on the SEC's website at http://www.sec.govor by contacting Kingswood Capital Markets, Attention: Syndicate Department, 17 Battery Place, Suite 625, New York, NY 10004, by email at syndicate@kingswoodcm.com, or by telephone at (212) 404-7002. About Monaker Group Headquartered in Weston, Florida, Monaker Group, Inc. -- http://www.monakergroup.com-- is a technology-driven company focused on delivering innovation to the alternative lodging rental (ALR) market. The proprietary Monaker Booking (MBE) provides access to more than 3.2 million instantly bookable vacation rental homes, villas, chalets, apartments, condos, resort residences, and castles. MBE offers travel distributors and agencies an industry first: a customizable, instant-booking platform for alternative lodging rental. Monaker Group reported a net loss of $9.45 million for the year ended Feb. 29, 2020. As of Aug. 31, 2020, the Company had $9.14 million in total assets, $5.03 million in total liabilities, and $4.11 million in total stockholders' equity. Thayer O'Neal Company, LLC, in Sugar Land, Texas, the Company's auditor since 2019, issued a "going concern" qualification in its report dated May 29, 2020, citing that the Company has an accumulated deficit and limited financial resources. This raises substantial doubt about its ability to continue as a going concern. MOUNTAIN PHOENIX: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 21 on Jan. 19 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Mountain Phoenix, LLC. About Mountain Phoenix Mountain Phoenix, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-72587) on Dec. 11, 2020. At the time of the filing, the Debtor had estimated assets of between $50,001 and $100,000 and liabilities of between $500,001 and $1 million. Judge Jeffery W. Cavender oversees the case. Wiggam & Geer, LLC serves as the Debtor's bankruptcy counsel. MYOMO INC: Sublease with Upstatement Takes Effect Jan. 13 --------------------------------------------------------- Myomo Inc.'s sublease with Upstatement, LLC became effective on Jan. 13, 2021, upon receipt of a third-party consent from Portland North LLC, the landlord, for approximately 9,094 rentable square feet located on the 4th and 5th floors of the building located at 137 Portland Street, Boston, Massachusetts. The term of the Sublease will expire on Aug. 30, 2023, unless earlier terminated in accordance therewith, and the rent under the Sublease will range from approximately $33,000 per month to $34,000 per month. Rent payments under the Sublease begin June 1, 2021. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.71 million for the year ended Dec. 31, 2019, compared to a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.35 million in total assets, $2.37 million in total liabilities, and $12.98 million in total stockholders' equity. Myomo stated in its 2019 Annual Report that, "We have a history of losses since inception. For the years ended December 31, 2019 and 2018, we incurred net losses of approximately $10.7 million and $10.3 million, respectively. At December 31, 2019, we had an accumulated deficit of approximately $56.1 million. We expect to continue to incur operating and net losses for the foreseeable future as we expand our sales and marketing efforts, invest in product development and establish the necessary administrative functions to support our growing operations and being a public company. Our losses in future periods may be greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in increases in our revenues, which would further increase our losses. Our cash and cash equivalents balance at December 31, 2019 was approximately $4.5 million, which includes gross proceeds of approximately $3.0 million from a term loan ("Term Loan") from Chicago Venture Partners ("CVP") entered into in October 2019, but excludes net proceeds from a public offering of our common stock completed in February 2020 of approximately $13.7 million, Subsequent to the closing of our public equity offering, we repaid approximately $2.0 million to CVP, comprising 50% of the outstanding balance of the Term Loan and a prepayment fee. There can be no assurance that our existing cash plus the cash raised in the offering will be sufficient to achieve cash flow breakeven." NATIONAL AMUSEMENTS: S&P Affirms 'B-' ICR; Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on theater operator National Amusements Inc. (NAI) and removed the ratings from CreditWatch, where the rating agency placed them with negative implications on March 10, 2020. The stable outlook reflects S&P's expectation that NAI's ownership stake in ViacomCBS will provide significant collateral value and sufficient borrowing capacity to address any liquidity needs over the next 12 months. The recovery in ViacomCBS's stock price significantly increases the value of NAI's collateral and increases its borrowing capacity. ViacomCBS's stock price has recovered from a low of roughly $12 in March 2020 to $45.3 as of Jan. 15, 2021. NAI's $300 million term loan ($259 million outstanding) is issued at the operating subsidiary NAI Entertainment Holdings LLC (NAIEH) and is secured by 4.7 million of ViacomCBS' class A shares and about 10.7 million of its class B shares. Due to the increase in share price, the stock pledge is now worth about $710 million or 2.7x the value of the debt. NAI's $125 revolving credit facility (unrated) contains a minimum collateral covenant based on a stock pledge of shares held at NAI, which comprises roughly 3.4 million of ViacomCBS' class A shares and about 6.2 million of its class B shares. The covenant requires that the value of the stock pledge remain at least 2x the amount drawn on the revolver. The pledge supporting the revolver is now up to roughly $443 million in value, which gives the company full access to its revolver if it needs additional liquidity (although there are no borrowings outstanding on the revolver currently). S&P said, "The revolver expires on Nov. 21, 2021, but we believe the increased value of the collateral makes it increasingly likely that the company will be able to extend or refinance its revolver. Additionally there are significant shares not included in either of the stock pledges supporting the debt as the company's total holdings in ViacomCBS are worth roughly $2.9 billion. At current stock prices, we expect any potential financial stress on NAI related to the performance of its theaters can be cured by adding more stock to its collateral pledges or by selling shares." NAI's cash burn has been better than expected during the coronavirus pandemic. NAI has been somewhat insulated from the pressures facing the exhibition industry because a sizable portion of the cash losses from its theaters have been offset by the roughly $60 million it receives in annual dividends from its ownership stake in ViacomCBS. Additionally, the company has a higher proportion of owned theaters and has less fixed rent costs compared to its peers. The company ended the third quarter with about $57 million of cash on the balance sheet and full availability under its $125 million revolving credit facility. S&P expects the company will have more than enough cash to fund its operations until theater attendance returns to a more normalized operating level, which the rating agency does not expect to occur until 2022. S&P said, "We think cinema exhibitors' revenue and cash flow will not recover to pre-COVID-19 levels until at least 2022. We expect global cinema attendance will not begin to recover until the second half of 2021, due to the ongoing delays of film releases by major studios because of the pandemic, and the risk of additional lockdown measures. Attendance will also remain constrained by consumers' health and safety concerns, and social-distancing measures that will remain in place until a vaccine is widely distributed--which could be around mid-2021--and will not recover to 2019 levels (on a per film basis) until 2022. We therefore forecast that cinema attendance and global box office revenue will be more than 50% lower in 2021 compared with 2019 and will not recover to pre-COVID-19 levels until 2022, if ever." "We expect studios to continue to delay large tentpole releases until operating conditions normalize. We believe theaters will remain the only place to fully monetize a large-budget film, even with the increased prevalence of direct-to-consumer platforms. This has been supported by studios' recent decisions to delay large films, such as Walt Disney's "Black Widow," MGM's "No Time to Die," and Warner Brothers' "Dune," instead of releasing these films as premium video on-demand (PVOD) rentals or placing them on streaming platforms. Studios need to fully monetize their considerable investments in these tentpole films, which means they likely cannot be released into an environment of capacity restrictions and health concerns. Theater operators are heavily dependent on these tentpole releases as they drive the vast majority of box office attendance. This creates a circular problem where studios will likely need to feel comfortable that their audience is willing to attend theaters to release large tentpole films, but it will be difficult for many theaters to remain in business and demonstrate their ability to provide a healthy audience without these films. We believe large tentpole films likely won't be released until a vaccine or treatment is widely distributed and that films will continue to be delayed until that occurs. We believe a COVID-19 vaccine might be widely available by mid-2021. Thus, we believe there is considerable risk that films that were rescheduled for release in the first half of 2021 may be delayed further." Studios will continue to challenge the traditional theatrical release window and may continue to favor PVOD or streaming for small to midsize films after the pandemic ends. Exhibitors have always strongly opposed a change to the 90-day theatrical window. However, with the industry struggling because of the virus, they do not have the same negotiating leverage as they did pre-pandemic. S&P believes it is inevitable that the window shrinks or becomes more flexible across the industry. As most of a film's box office receipts occur in the first three weeks after release, S&P doesn't expect a moderately shorter or flexible window to materially weaken theaters' competitive position. However, if the window becomes too short, such that customers are more willing to wait for films to be released in-home, this could cannibalize box office revenue. Alternatively, studios could release more films through PVOD or directly to their proprietary streaming platforms, as Disney and Universal have done during the pandemic. Although S&P believes theatrical releases will remain the optimal way to fully monetize large-budget films, studios could permanently shift more small-to-midsize titles toward streaming and PVOD. A permanent reduction to the theatrical film slate could prevent total box office attendance from ever returning to pre-pandemic levels. The stable outlook reflects S&P's expectation NAI's ownership stake in ViacomCBS will provide significant collateral value and sufficient borrowing capacity to address any liquidity needs over the next 12 months. S&P could lower its ratings if: -- The economic recovery stalls such that the share price of ViacomCBS declines to a level where the current share pledge does not provide sufficient collateral coverage. -- ViacomCBS cuts its dividend to a level where NAI does not have sufficient cash flow to service its debt obligations. S&P could raise the rating if the coronavirus vaccine distribution is successful such that it expects theater attendance to resume to within 80% of 2019 levels over the next 12 months. This would reduce NAI's dependence on dividends and likely reduce the risk of volatility in the ViacomCBS share price. NATIONAL RIFLE ASSOCIATION: Blames Hostilities in NY for Filing --------------------------------------------------------------- The National Rifle Association said that voluminous, overlapping litigation and politicized attacks in New York has forced the influential gun rights group to seek bankruptcy protection as part of a restructuring plan aimed at moving its corporate domicile and principal place of business to Texas. The NRA explained that it has been facing escalating hostilities in its domicile state: * In 2017, when New York Governor Andrew Cuomo and New York State's chief financial regulator, the New York Department of Financial Services, working hand-in-glove with an anti-NRA pressure group, began to publicly and privately exhort banks and insurance companies that they should blacklist the NRA. * Letitia James, who took office as New York Attorney general in January 2019, made the destruction of the NRA a central theme of her campaign for office –- she has characterized the NRA as a "terrorist organization" and a "criminal enterprise," and vowed that its supporters would be pursued by law enforcement. * After an investigation included taking testimony and obtaining evidence from nearly 90 witnesses located in 27 states, the New York State Office of the Attorney General delivered an Aug. 10, 2020, a lawsuit that seeks to annul the NRA's corporate existence and redistribute its assets to "politically favored charities." * An April 2019 lawsuit against advertising agency Ackerman McQueen for systematically overcharging the NRA, resulted to retaliatory, and false, public accusations by Ackerman of financial and governance improprieties at the NRA. * In August 2019, an NRA donor commenced a putative class action on behalf of all NRA donors in the Middle District of Tennessee that mirrored Ackerman's assertions (the "Dell'Aquila Litigation"). The Dell'Aquila Litigation seeks refunds of contributions on the basis of alleged fraud and RICO violations. "Despite the efforts of politicians in New York and elsewhere to styfle the NRA's efforts, multiple states, including Texas, have beckoned the NRA to leave New York and the toxic political environment which has increasingly infringed on the NRA's ability to fulfill its mission to its members," the NRA said in court filings. "The NRA instituted this chapter 11 reorganization proceeding to establish a centralized, neutral forum in which it can streamline, resolve, and address all outstanding claims and preserve its ability to pursue its constitutionally protected mission as a going concern. The United States Constitution guarantees all citizens the right to speak freely, bear arms in defense of themselves and their families, and seek a fresh start in bankruptcy court where appropriate. The NRA's successful reorganization in Texas will affirm and advance all of these rights." NRA at a Glance * Debtors: National Rifle Association and Sea Girt LLC. {NRA's charitable subsidiaries and political action committee are not part of Chapter 11 filings.} * Type of business: A New York-registered not-for-profit corporation founded in 1871 that is dedicated to the right of the individual citizen to own and use firearms for recreation and defense. * Total members: 5 million individuals * Board members: 77-member board led by President Carolyn D. Meadows, First Vice President Charles L. Cotton, and Second Vice President Willes K. Lee, and the NRA's affairs are directed by Executive Vice President Wayne LaPierre. * Headquarters: Fairfax, Virginia * Employees: 490 people, primarily at HQ * Total Assets: $203 million * Total Liabilities: $153 million * Primary secured creditor: Atlantic Union Bank (owed $31 million) * General unsecured claims: $25 million undisputed * Reason for filing Chapter 11: A dissolution lawsuit by New York Attorney General Letitia James seeking to terminate the NRA's corporate existence for allegedly misappropriating funds. * Chapter 11 goal: To move its corporate domicile and principal place of business to Texas 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. The NRA sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA 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 Debtors' counsel. NATIONAL RIFLE ASSOCIATION: Intends to File Full-Payment Plan ------------------------------------------------------------- The National Rifle Association and affiliate Sea Girt LLC, which have sought chapter 11 bankruptcy protection amid litigation in New York, intend to file a full-payment plan that provides for the reorganized NRA to emerge from Chapter 11 as a Texas nonprofit entity. "The NRA and Sea Girt intend to propose a plan of reorganization that pays all of the allowed claims of the NRA's creditors in full and provides a mechanism for adjudicating and/or resolving the claims of the NYAG and any other creditor with contingent, unliquidated and disputed claims. Pursuant to the plan, the NRA will exit chapter 11 as a Texas nonprofit organization," said counsel Patrick J. Neligan, Jr., of Neligan, LLP, in an informational brief filed with the Bankruptcy Court. NRA CEO and executive vice president Wayne LaPierre has said in a statement the NRA is not insolvent. As of the Petition Date, the NRA had total assets of approximately $203 million and aggregate liabilities of approximately $153 million. The NRA said it is current on all its obligations to Atlantic Union Bank ("AUB"). As of the Petition Date, the NRA has total outstanding secured debt of approximately $31 million, which consists of three separately secured loans from AUB. The Debtors do not presently anticipate needing to draw down on the AUB lines of credit during the pendency of the chapter 11 proceedings. As of the Petition Date, the NRA's books and records reflect that undisputed general unsecured claims are approximately $25 million. As has become self-evident, the adverse impact of the Coronavirus (and the accompanying global pandemic) on businesses throughout the United States in 2020 was significant. However, a loyal and active base of members and donors benefited the NRA as its revenues in 2020 were only down by 7% as compared to the preceding year. In addition, the NRA permanently reduced expenses by 23% in the last fiscal year and asked employees who remained on the job to take reduced salaries. 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. The NRA sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA 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 Debtors' counsel. NATIONAL RIFLE ASSOCIATION: NYAG Won't Let NRA Evade Oversight -------------------------------------------------------------- New York state Attorney General Letitia James said she would not allow the National Rifle Association to use its bankruptcy proceedings to evade her office's oversight. After the NRA declared it would seek bankruptcy protection in federal court, as well as sought to reincorporate its nonprofit status in the state of Texas, Attorney General James said: "The NRA's claimed financial status has finally met its moral status: bankrupt. While we review this filing, we will not allow the NRA to use this or any other tactic to evade accountability and my office's oversight." In August 2020, Attorney General James filed a lawsuit against the NRA, Executive Vice-President Wayne LaPierre, and three of LaPierre's current or former top executives for failing to manage the NRA's funds; failing to follow numerous state and federal laws, as well as the NRA's own bylaws and policies; and contributing to the loss of more than $64 million in just three years for the NRA. The suit was filed against the NRA as a whole, LaPierre, as well as former Treasurer and Chief Financial Officer Wilson "Woody" Phillips, former Chief of Staff and the Executive Director of General Operations Joshua Powell, and Corporate Secretary and General Counsel John Frazer. 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. Affiliate Sea Girt LLC simultaneously sought Chapter 11 protection (Case No. 21-30080). The NRA 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 Debtors' counsel. NATIONAL RIFLE ASSOCIATION: Says It Isn't Afraid of NY Lawsuit -------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that the National Rifle Association of America is "not afraid" of a lawsuit threatening it with dissolution in New York and is prepared to proceed with the legal battle despite its bankruptcy filing, a lawyer for the group said in court. The gun-rights group is "not in any way attempting to escape regulatory supervision," Patrick Neligan, the NRA's bankruptcy attorney, said in its first Chapter 11 hearing Wednesday, January 20, 2021. "It's simply false" that the NRA is running away from the litigation in New York, he said. When the NRA filed for bankruptcy on Friday, Jan.y 15, 2021, it said in a statement the Chapter 11 filing would facilitate its plans of "dumping New York" and exiting its "toxic political environment." Wayne LaPierre, the NRA's chief executive officer, said in a letter the same day, "We are leaving the state of an attorney general who, just a few months ago, vowed to put us out of business through an abuse of legal and regulatory power." The New York Attorney General's office is "very concerned" about the statements, James Sheehan, chief of the state's charities bureau, said in the hearing, which was held by videoconference. Attorney General Letitia James has sued the NRA for fraud, and the NRA plans to argue for dismissal of that lawsuit on Thursday in New York State Court. Centralizing Suits Rather than escape the New York litigation, the bankruptcy filing is a way to "centralize" a multitude of current and potential lawsuits the NRA is facing, Neligan said. He cited a wrongful death lawsuit, insurance litigation and actions from various state agencies. "It's become increasingly evident that the NRA, like many other companies that have previously filed for Chapter 11, needed the breathing spell that Chapter 11 provides," Neligan said. U.S. Bankruptcy Judge Harlin Hale urged parties to put their emotions about the case aside. "There are a lot of strong feelings in this case," Hale said during the hearing. "I would ask that everyone sort of ratchet that part of the case down some, now that we're in bankruptcy court. Bankruptcy in some ways is a miraculous place to be in that the debtor has an opportunity to reorganize its affairs, and on the other hand, for the benefit of creditors, the debtor has to be 100% transparent." 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. Facing litigation from the New York state Attorney General and other issues in New York, the National Rifle Association of America sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 21-30085) on Jan. 15, 2021, to seek approval of a plan that would allow the gun lobby to reincorporate in Texas. 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 bankruptcy case judge. NELIGAN LLP, led by Patrick J. Neligan, Jr., is the Debtor's counsel. NATIONAL RIFLE: Jan. 25 Deadline Set for Panel Questionnaires ------------------------------------------------------------- The United States Trustee is soliciting members for an unsecured creditors committee in the bankruptcy cases of National Rifle Association of America, et al. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a questionnaire available at https://bit.ly/39MzC6w and return it by email to elizabeth.a.young@usdoj.gov and to lisa.l.lambert@usdoj.gov at the Office of the United States Trustee so that it is received no later than 4:00 p.m., on Jan. 25, 2021. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. 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. NPC INT'L: Court Okays $801M Sale of Wendy's, Pizza Hut Restaurants ------------------------------------------------------------------- As widely reported, restaurant franchisee NPC International Inc. won bankruptcy court approval to sell more than 1,300 Pizza Hut and Wendy's restaurants for about $801 million. Law360 reports that during a virtual hearing, debtor attorney Kevin Bostel of Weil Gotshal & Manges LLP said NPC had marketed the assets for several months and worked out franchise agreement issues with Wendy's and Pizza Hut through a mediation process. "A few weeks ago that mediation was successful and the parties reached a consensual deal that is the transaction going through today," Mr. Bostel said. According to Bloomberg News, under two deals approved Wednesday by U.S. Bankruptcy Judge David Jones, Flynn Restaurant Group will take over 951 Pizza Hut locations and nearly 200 Wendy's stores. When NPC filed for bankruptcy last year, it operated more than 1,200 Pizza Hut locations and nearly 400 Wendy's restaurants. Bloomberg recounts that in November, NPC called off auctions for its Pizza Hut and Wendy's restaurants because the offers were too low. Instead, the company entered into settlement talks that ultimately led to the current deal. Pizza Hut and Wendy's franchisors took part in negotiating terms of the sales. About NPC International NPC International, Inc. -- https://www.npcinternational.com/ -- is a franchisee company with over 1,600 franchised restaurants across two iconic brands -- Wendy's and Pizza Hut -- spanning 30 states and the District of Columbia. When NPC filed for bankruptcy in 2020, it operated more than 1,200 Pizza Hut locations and nearly 400 Wendy's Co. restaurants. NPC International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33353) on July 1, 2020. At the time of the filing, the Debtors disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors tapped Weil, Gotshal & Manges, LLP, as bankruptcy counsel; Alixpartners, LLP as financial advisor; Greenhill & Co., LLC as investment banker; and Epiq Corporate Restructuring, LLC as claims, noticing and solicitation agent and administrative advisor. NS8 INC: Debtor Gets Court Nod to Probe Ex-CEO's Transfers ---------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that bankrupt Cyber Litigation Inc. won court approval to investigate more than $71 million in stock-related transfers the company made under its former CEO. The Las Vegas-based company, formerly known as NS8, filed for bankruptcy in October 2020 after founder and former CEO Adam Rogas was accused of fabricating financial statements and defrauding investors. Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware, who approved Cyber Litigation's investigation request Wednesday, January 20, 2021. About NS8 Inc. Las Vegas-based NS8 Inc. is a developer of a comprehensive fraud prevention platform that combines behavioral analytics, real-time scoring, and global monitoring to help businesses minimize risk. Visit https://www.ns8.com for more information. NS8 sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12702) on Oct. 27, 2020. The petition was signed by Daniel P. Wikel, the chief restructuring officer. The Debtor was estimated to have $10 million to $50 million in assets and $100 million to $500 million in liabilities at the time of the filing. The Hon. Christopher S. Sontchi is the case judge. The Debtor tapped Blank Rome LLP and Cooley LLP as its legal counsel, and FTI Consulting Inc. as its financial advisor. Stretto is the claims agent. * * * The company changed its name to Cyber Litigation after it sold substantially all of its assets to Codium Software LLC in December 2020. ORGANIC POWER: Seeks to Employ Bobonis Bobonis as Special Counsel ----------------------------------------------------------------- Organic Power, LLC seeks approval from the U.S Bankruptcy Court for the District of Puerto Rico to employ Bobonis, Bobonis & Rodriguez Poventud as special counsel. The Debtor needs the firm's legal assistance to address the general labor matters of its Chapter 11 case. The firm will be paid at the following hourly rates: Partners $250 Senior Associates $175 Paralegals and Law Clerks $100 Carlos Bobonis Gonzalez, Esq., at Bobonis, disclosed in court filings that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Gonzalez can be reached at: Carlos Bobonis Gonzalez, Esq. Bobonis, Bobonis & Rodriguez Poventud 129 Avenida De Diego San Juan, P.R. 00911-1927 Email:cbg@bobonislaw.com About Organic Power Organic Power LLC -- https://prrenewables.com/ -- is a supplier of renewable energy and a provider of environmentally sustainable food waste recycling services based in Puerto Rico. It offers food processing companies, restaurants, pharmaceuticals and retail outlets an alternative to landfill disposal. Organic Power sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 19-01789) on April 1, 2019. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtor tapped Aimee I. Lopez Pabon, Esq., at Godreau & Gonzalez LLC, as its bankruptcy counsel, and Carlos Bobonis Gonzalez, Esq., at Bobonis, Bobonis & Rodriguez Poventud, as its special counsel. PANTHER GUARANTOR: S&P Assigns 'B-' ICR; Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to Panther Guarantor II LLC (dba Forcepoint). Consequently, S&P also assigned its 'B-' issue-level and '3' recovery ratings to Forcepoint's proposed $600 million first-lien senior secured credit facility, consisting of an undrawn $75 million revolver and a $525 million first-lien term loan, which will be used to fund Francisco Partners' acquisition of the company. On Oct. 19, 2020, Francisco Partners announced it entered into a definitive agreement to acquire Forcepoint from Raytheon Technologies in an all-cash carve-out transaction for $1.1 billion. The acquired businesses will be owned by Panther Guarantor II L.P., a holding company that will consolidate financial statements for the entities doing business as Forcepoint going forward. S&P said, "Our rating reflects the high starting leverage, potential disruption from cost reduction actions, and expected negative free cash flow in 2021. Forcepoint's rating reflects the company's highly leveraged capital structure, limited scale, and potential disruption from its substantial cost restructuring plans. We estimate S&P Global Ratings' adjusted leverage to be over 9x by the end of fiscal 2021, before declining to under 7x by 2022. Moreover, we expect the company to remain free cash flow negative through 2021, as it incurs significant restructuring and severance charges as part of its turnaround plan, which we expect to be complete by 2022. Our rating is additionally informed by the company's financial sponsor ownership, which we view as presenting risk of further debt-funded acquisitions or dividend distributions should profitability improve considerably. We view the company's leading government security franchise focused on information security and transfer and user activity monitoring as a differentiated strength for the business, which partially offsets the weaker recent performance of enterprise offerings. We also note that the company has low customer concentration, and is well diversified across industry verticals in its enterprise business." Cost rationalization should drive EBITDA growth and reasonable profitability in the near term; however, execution risk remains a concern. Over the past four years, Forcepoint has spent heavily on sales and marketing, and research and development to reposition its product suite for hybrid/cloud deployments (versus on-premise), resulting in very weak profitability, particularly in the enterprise security business. Accordingly, S&P Global Ratings' EBITDA margins have been constrained to below 10% since 2017 while free cash flow has been negative over the same time frame. S&P said, "Based on management's proposed restructuring plan, we anticipate sizable EBITDA growth in next 12-18 months, and expect substantially positive cash flow generation by 2022. Under our base case, we forecast adjusted EBITDA to increase by about 58% in 2021 and 40% in 2022, with adjusted free operating cash flow of about $30 million by 2022. In addition, we anticipate $30 million in transformative restructuring costs in 2021 and another $5 million in 2022." "We expect the company to realize net operating efficiencies of about $76 million, with $56 million to be realized by the end of fiscal 2021 and the remainder in 2022. The efficiency improvements will include personnel reductions, operating lease reductions, and moving positions from high-cost to low-cost locations. Subsequently, our base-case credit metrics incorporate the company's cost-savings initiatives and we anticipate a gradual improvement in S&P Global Ratings' EBITDA margins to about 13% and 15% by 2022 and 2023. Within our assumptions, we do factor in some execution risk surrounding Forcepoint's ability to deliver on most of its restructuring initiatives within the first 12-18 months, resulting in slightly more conservative estimates." Government segment remains a key growth driver, offsetting weaknesses in its commercial business. The company derives about 30% of revenue from U.S. government contracts, which has grown at a 16% compound annual growth rate (CAGR) over the past four years, mainly attributable to Forcepoint's mission-critical offerings, related to user activity monitoring and cross domain solutions. Notably, retention rates for this particular segment have been above 100%, as switching costs are high given the very stringent technical requirements. However, the notable strength in the Government business is partially offset by significant challenges within the larger commercial segment, which declined at 1% CAGR over the past three years. Overall, S&P forecasts Government segment bookings to grow in the mid- to high-single-digit-percent range in 2021, while Commercial segment bookings will grow by low-single-digit percentages in 2021 and beyond. S&P said, "The stable outlook on Forcepoint reflects our expectation that the company will improve profitability considerably over the next 12 months through expense reductions, although we expect margins to remain relatively weak beyond 2022. We forecast stable, low-single-digit-percent organic revenue growth based on mid- to high-single-digit-percent growth in the company's highly specialized Government business partially offset by slower growth in the enterprise segment." "We could lower the rating if Forcepoint cannot expand margins from current levels, resulting in persistently weak or negative free cash flow. Although the firm's high level of historic operational independence from Raytheon limits event risk from the separation, we see potential for go-to-market disruption from significant cuts and restructuring of the firm's sales force." Given the firm's current weak profitability, modest revenue declines could impair cash flow and lead to a downgrade." An upgrade is unlikely over the next 12 months, given Forcepoint's trailing leverage of over 9x and the potential disruption from significant sales and marketing headcount cuts. S&P said, "Over the longer term, we would consider an upgrade if the company expands margins and grows EBITDA such that it sustains leverage below 7x and free cash flow to debt of at least 3%. Additionally, we would look to limited acquisition activity and conservative shareholder returns by the financial sponsor for an upgrade." PERRY FARMS: Gets Court OK to Employ Real Estate Broker ------------------------------------------------------- Perry Farms, LLC received approval from the U.S. Bankruptcy Court for the Western District of North Carolina to employ Jimmy Bonifacino, a real estate broker at General Realty of Tennessee. The Debtor requires the services of a real estate broker in connection with the sale of its 10-acre undeveloped commercial land located on Highway 67 West, Mountain City, Tenn. Mr. Bonifacino disclosed in a court filing that he and his firm do not represent any interest adverse to the Debtor and its bankruptcy estate. Mr. Bonifacino can be reached at: Jimmy Bonifacino General Realty of Tennessee 4635 Hwy 421 South Mountain City, TN 37683 Phone: 423.727.4524 Email: generalrealtytn@gmail.com About Perry Farms LLC Moore Haven, Fla.-based Perry Farms, LLC, a company in the crop production industry, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.N.C. Case No. 20-50338) on Aug. 19, 2020. At the time of the filing, the Debtor had estimated assets of up to $50,000 and liabilities of between $100,000 and $500,000. Judge Laura T. Beyer oversees the case. Ivey, McClellan, Gatton & Siegmund, LLP is the Debtor's legal counsel. PETCO ANIMAL: Moody's Raises CFR to B2, Outlook Stable ------------------------------------------------------ Moody's Investors Service upgraded Petco Animal Supplies, Inc.'s corporate family rating to B2 from Caa1 and upgraded the company's probability of default rating to B2-PD from Caa1-PD. Moody's also upgraded the company's senior secured term loan to B2 from B3 and assigned a speculative grade liquidity rating of SGL -1. The outlook is stable. "The upgrade is driven by governance considerations particularly regarding Petco's financial strategy as demonstrated by the significant debt reduction using the proceeds from its IPO", Moody's Vice President Mickey Chadha stated. "In addition, Petco's operating performance has been above expectations in 2020 despite the disruption caused by the coronavirus pandemic, demonstrating the resilience of the pet products business and we expect momentum to continue over the next 12 months due to the growth in pet ownership and Petco's increasing e-commerce penetration coupled with the improving services business", Chadha further stated. Upgrades: Issuer: Petco Animal Supplies, Inc. Probability of Default Rating, Upgraded to B2-PD from Caa1-PD Corporate Family Rating, Upgraded to B2 from Caa1 Senior Secured Bank Credit Facility, Upgraded to B2 (LGD3) from B3 (LGD3) Assignments: Issuer: Petco Animal Supplies, Inc. Speculative Grade Liquidity Rating, Assigned SGL-1 Outlook Actions: Issuer: Petco Animal Supplies, Inc. Outlook, Changed To Stable From Positive RATINGS RATIONALE Petco's B2 corporate family rating reflects its improved leverage from the combination of repaying just over $1.0 billion in debt using the proceeds from its IPO and its improved EBITDA due to better margins related to a change in sales mix. Pro forma for the debt repayment, lease-adjusted debt/EBITDA declined to below 4.0x at October 31, 2020 from the pre-IPO level of about 5.5x. Moody's expects lease adjusted deb/EBITDA and EBIT/interest to be around 3.7x and 1.5x respectively in the next 12 months as same store sales are expected to remain positive supporting further EBITDA growth. On a funded debt/reported EBITDA basis leverage will be higher at about 5.0 times. Traffic will continue to be pressured in the first half of fiscal 2021 as consumers consolidate trips to the store however transaction size will remain high and will offset the weak traffic trend. The company will remain majority owned by private equity sponsors, CVC Capital Partners and Canada Pension Plan Investment Board, which inherently has certain risks specifically as it relates to the high likelihood of a shareholder friendly financial policy. Petco has a strong market presence in the pet retail and services industry and the company's sizeable offering of exclusive premium pet nutrition products drives a recurring stream of customer traffic. Additionally, its wide assortment of pet toys and selected pet services such as grooming or vaccinations make it a destination retailer for many pet owners. Although still relatively low, Petco's e-commerce penetration has also improved significantly in the past year with the growth in the company's Omni channel approach (Buy online pick-up in store, same day delivery, and curbside pick-up). However, the company faces increasing competition from other pure online retailers like Chewy (owned by PetSmart) and Amazon, mass retailers like Walmart and grocery stores, and other pet specialty stores in the food and nutrition categories. While Petco's market presence is substantial, the competitive landscape is getting tougher. Petco's ratings are supported by its very good liquidity, well-known brand, and broad national footprint. The pet products industry also remains relatively recession-resilient, driven by factors such as the replenishment nature of consumables and services and increased pet ownership. The speculative grade liquidity rating of SGL-1 reflects very good liquidity largely supported by Moody's expectation of positive free cash flow of just over $100 million in 2021, cash balances maintained above $80 million over the next twelve months and a $500 million asset based revolving credit facility of which at least $350 million is expected to remain available. The stable outlook reflects Moody's expectation that Petco's same store sales growth will continue, credit metrics will not deteriorate and the company will continue to generate free cash flow in the next 12 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Petco's ratings could be upgraded if the company's operating performance continues to improve with same store sales and profitability growth being sustained while maintaining good liquidity and financial policies that are focused on improving credit metrics. Specific metrics include maintaining lease-adjusted debt/EBITDA below 4.0 times and maintaining EBIT/interest expense over 2.0 times. Petco's ratings could be downgraded if operating trends are reversed, financial policies become more aggressive, or if liquidity erodes. Specifically ratings can be lowered if operating margins or free cash flow deteriorates. Quantitatively, a downgrade could occur if lease-adjusted debt/EBITDA is sustained above 5.75 times or if EBIT/interest expense remains below 1.5 times. Petco Health and Wellness Company, Inc. (Parent of Petco Holdings, Inc.) is a national specialty retailer of premium pet consumables, supplies and companion animals and services with 1,468 retail locations in 50 states, the District of Columbia and Puerto Rico as of October 31, 2020. The Company also offers an expanded range of consumables and supplies through its www.petco.com, www.unleashed.com and www.drsfostersmith.com websites. Revenue exceeded $4.7 billion for the latest twelve month period ended October 31, 2020. The company is majority owned by CVC Capital Partners Advisory (U.S.) and Canada Pension Plan Investment Board. The principal methodology used in these ratings was Retail Industry published in May 2018. PLATINUM GROUP: Subsidiary Lion Battery Granted Second US Patent ---------------------------------------------------------------- Platinum Group Metals Ltd. and subsidiary Lion Battery Technologies Inc. reports that the U.S. Patent and Trademark Office has issued a second patent to Florida International University ("FIU") related to platinum group metals ("PGMs") being used in lithium batteries. Under a sponsored research agreement ("SRA"), Lion has exclusive rights to all technology being developed by FIU with Lion funding, including granted patents. The new patent, the second one granted to FIU relating to Lion's research, was issued on Dec. 8, 2020 entitled "Battery Cathodes for Improved Stability" with patent number US 10,862,103 B2. The patent covers a preparation method using PGM catalysts in carbon materials for use as cathodes in lithium batteries, including lithium-ion, lithium-air, and lithium-sulfur batteries. The new patent broadens protection for US patent 10,734,636 B2 issued to FIU on Aug. 4, 2020 covering the composition of carbon cathodes containing PGMs. Both patents are assigned to FIU and licensed by Lion. In addition to the above new patent, a further provisional patent application has also been filed for specific application of PGMs in most lithium batteries, including current lithium ion chemistries. As a result of the advancement in PGM battery research work conducted by FIU and Lion, the Company and Anglo American Platinum Limited, Lion's co-founder, have each approved additional investment in Lion. After this further investment, the Company will own a 53.7% interest in Lion. Dr. Bilal El Zahab, the project leader at FIU commented, "We are pleased to receive the second, broader method patent for our research work and we are excited about our new innovations having potential application to most current, state of the art lithium ion battery chemistry on the market." R. Michael Jones CEO of Platinum Group said, "PGMs have many applications in green technologies, including clean emissions equipment for internal combustion engines, hydrogen fuel cell applications for power generation in cars and trucks, and now the potential to improve the performance of battery electric vehicles. It makes sense that PGMs can play an important role in innovative energy technology as we seek more efficient energy reactions. This is what the PGMs palladium, platinum and rhodium do - they are powerful catalysts that accelerate chemical reactions. The potential of PGMs in batteries is obvious; it stares at us from the periodic table." About Platinum Group Metals Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and palladium focused exploration, development and operating company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa and in Canada. The Company's sole material mineral property is the Waterberg Project. The Company continues to evaluate exploration opportunities both on currently owned properties and on new prospects. Platinum Group reported a net loss of US$7.13 million for the year ended Aug. 31, 2020, compared to a net loss of US$16.77 million for the year ended Aug. 31, 2019. As of Aug. 31, 2020, the Company had US$37.41 million in total assets, US$41.56 million in total liabilities, and a total shareholders' deficit of US$4.14 million. PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, negative working capital and has significant amounts of debt payable without any current source of operating income which raise substantial doubt about its ability to continue as a going concern. POPULUS FINANCIAL: S&P Withdraws 'CCC+' Issuer Credit Rating ------------------------------------------------------------ S&P Global Ratings said it withdrew its 'CCC+' issuer credit rating on Populus Financial Group Inc. at the company's request. At the time of the withdrawal, the outlook was negative. S&P said, "The withdrawal follows Populus' completion of its tender offer on Dec. 17 for substantially all notes due 2022, which we viewed as a default by way of a de facto restructuring. Following the tender offer, $42 million of notes was remaining. On Dec. 22, 2020, we raised our long-term issuer credit rating on the company to 'CCC+' from 'SD' (selective default) and affirmed the 'D' (default) rating on the senior unsecured notes, reflecting our view that that there could be additional repurchases of the notes substantially below par. The recovery rating was '5', reflecting our expectations for modest recovery. The notes were senior secured before the debt exchange." PROFESSIONAL FINANCIAL INVESTORS: May Use Cash Collateral --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California, San Francisco Division, has authorized Professional Financial Investors Inc. and affiliates to use cash collateral on an final basis with respect to the LLC/LP Debtors and the Original Debtors. The court says the Original Debtor Cash Collateral Order, Docket No. 178, will continue to apply except to the extent inconsistent with or modified by the terms of the Final Order. The Debtors are authorized to use their Cash Collateral in accordance with the terms of the Motion and as set forth in the Budget (subject to a variance of no more than 20% on a single line item, and no more than 10% in the aggregate) provided, however, that the "Intercompany Transfers" described in the Motion will be subject to a cap of $175,000 during the period covered by the Budget and any other requirements set forth in any order of the Court approving the Cash Management Motion. PFI directly owns 28 real property locations in fee simple and has an interest as a tenant in common at another real property location, primarily consisting of apartment buildings and office parks, located in Marin and Sonoma Counties, California. Altogether, the PFI Real Properties consist of approximately 230 commercial or residential units and are estimated to have more than 350 tenants. In early July 2020, PFI obtained broker opinions of value for each of the PFI Real Properties, which gave an aggregate value to PFI Real Properties of approximately $108 million. All of the PFI Real Properties are subject to a first lien mortgage in favor of a bank or investor. In addition, approximately 16 of the PFI Real Properties are also subject to a second lien mortgage in favor of investors. PFI estimates that, as of June 30, 2020, (i) the aggregate total of outstanding principal secured by the First Lien Mortgages was approximately $53 million and (ii) the aggregate total of outstanding principal secured by the Second Lien Mortgages was approximately $34 million. In addition to the security interests, liens, rights, equity and other interests that the holders of a First Lien Mortgage or Second Lien Mortgage have with respect to their collateral, as adequate protection pursuant to section 363(e) of the Bankruptcy Code, each Debtor will: (i) keep insurance on its respective real property current, generally maintain such property in good condition, and keep current all property taxes that come due on its respective real property during the period covered by the Budget; and (ii) continue making regular debt service payments to any banks with a First Lien Mortgage on such property, including, but not limited to, JPMorgan Chase Bank, Tri Counties Bank, Poppy Bank, Banner Bank, Pacific Western Bank, First Foundation Bank, Five Star Bank, Heritage Bank of Commerce, Orix Real Estate Capital Avidbank, One United Bank, Opus Bank, First Foundation Bank, and Red Capital Group. As additional adequate protection and compensation for the consensual use of the Cash Collateral by the Debtors in accordance with the Motion, and in accordance with sections 361 and 363 of the Bankruptcy Code, the Banks will receive from the appropriate Debtor quarterly payments of their reasonable and documented fees and disbursements , so long as the Banks' status as over-secured creditors under section 506(b) of the Bankruptcy Code remains unchanged, and provided further that the Banks or their professionals have complied with the provisions of the Final Order. About Professional Financial Investors, Inc. Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. PFI directly owns 28 real property locations in fee simple and has an interest as a tenant in common at another real property location, primarily consisting of apartment buildings and office parks, located in Marin and Sonoma Counties, California, with an aggregate value of approximately $108 million, according to an early July 2020 valuation. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors Security Fund. On July 26, 2020, Professional Financial Investors sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). On Nov. 20, 2020, Professional Financial Investors filed involuntary Chapter 11 petitions against Professional Investors Security Fund I, A California Limited Partnership and 28 other affiliates. The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial Investors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP, as their legal counsel; Trodella & Lapping LLP as conflicts counsel; Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser Moskowitz Edelman & Dicker LLP, Nardell Chitsaz & Associates, and Kimball Tirey & St. John, LLP as special counsel; and Donlin, Recano & Company, Inc. as claims, noticing, and solicitation agent and administrative advisor. Michael Hogan of Armanino LLP was appointed as the Debtors' chief restructuring officer. FTI Consulting, Inc. is the financial advisor. On Aug. 19, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. RAMARAMA INC: March 1 Disclosure Statement Hearing Set ------------------------------------------------------ On Jan. 14, 2021, debtor Ramarama, Inc. filed with the U.S. Bankruptcy Court for the Eastern District of North Carolina a Disclosure Statement explaining its Chapter 11 Plan. On Jan. 15, 2021, Judge David M. Warren ordered that: * March 1, 2021, at 12:30 PM in 300 Fayetteville Street, 3rd Floor Courtroom, Raleigh, NC 27601 is the hearing to consider approval of the Disclosure Statement. * Feb. 22, 2021 is fixed as the last day for filing and serving written objections to the Disclosure Statement. A full-text copy of the order entered Jan. 15, 2021, is available at https://bit.ly/3bW4i87 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, It has purchased four properties in Durham. Ramarama 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. REMINGTON OUTDOOR: Sets Sale Procedures for De Minimis Assets ------------------------------------------------------------- Remington Outdoor Co., Inc., and its affiliated debtors ask the U.S. Bankruptcy Court for the Northern District of Alabama to authorize the expedited procedures enabling them to sell or abandon assets with a de minimis value. The Debtors submit the amended Motion to address the Court's comments raised at a status conference held on Jan. 13, 2021, with respect to the Prior Motion. Beginning on Sept. 17, 2020, the Debtors conducted an auction of substantially all their assets in accordance with the Court's Order Establishing Bidding Procedures Relating to the Sales of All or a Portion of the Debtors' Assets. The auction resulted in seven successful bidders for certain of the Debtors' assets, which successful bids were subsequently approved by the Court. The Debtors possess the De Minimis Assets that: (i) are no longer required for the operation of their business; (ii) the Debtors' operational wind-down has rendered obsolete, excessive, or burdensome; or (iii) the Debtors have determined, after evaluating holding and maintenance costs, are of marginal or no value to the Debtors’ estates. The Debtors anticipate that during the balance of these Chapter 11 Cases additional property will be determined to constitute De Minimis Assets as a result of the ongoing wind-down. By the Motion, the Debtors respectfully ask that the Court enters an order authorizing and approving expedited procedures enabling them, without further hearing or order of the Court, to: (a) subject to the De Minimis Asset Sale Procedures, sell De Minimis Assets free and clear of all Liens, with such Liens attaching to the sale proceeds to be paid in accordance with and pursuant to the Debtors' Plan; (b) subject to the De Minimis Asset Abandonment Procedures, abandon De Minimis Assets to the extent that a sale thereof cannot be consummated at value greater than the cost of liquidating such De Minimis Assets; and (c) pay those necessary fees and expenses incurred in the sale or abandonment of De Minimis Assets, including, but not limited to, commission fees to agents, brokers, auctioneers, and liquidators; such fees and expenses not to exceed an aggregate amount of 3% ("Fee Cap") of the sale price of the De Minimis Asset at issue. The Debtors propose to conduct all sales of De Minimis Assets pursuant to a commercially reasonable marketing/sales process for the highest and best offer received, taking into consideration the exigencies and circumstances, under these De Minimis Asset Sale Procedures: a. The following procedures will govern sales of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price equal to or less than $15,000: i. the Debtors are authorized to consummate such transactions if they determine in the reasonable exercise of their business judgment that such sales are in the best interest of their estates, without further order of the Court or notice to any party; and ii. any such transactions will be free and clear of all Liens with such Liens attaching only to the sale proceeds, to be paid in accordance with and pursuant to the Plan. b. The following procedures will govern sales of De Minimis Assets in any individual transaction or series of related transactions to a single buyer or group of related buyers with an aggregate selling price greater than $15,000 and up to $25,000: i. the Debtors are authorized to consummate such transactions if they determine in the reasonable exercise of their business judgment that such sales are in the best interest of the estates, without further order of the Court, subject to the procedures set forth immediately below; ii. any such transactions will be free and clear of all Liens with such Liens attaching only to the sale proceeds, to be paid in accordance with and pursuant to the Plan; iii. the Debtors will give Sale Notice to the Notice Parties; iv. if a written objection is received from a Notice Party within such 10-day period and such objection cannot be consensually resolved, the relevant De Minimis Asset(s) will only be sold upon further order of the Court after notice and a hearing. Notwithstanding the foregoing, (a) the authority to sell De Minimis Assets to "insiders," is neither contemplated by nor included in the relief sought, and (b) the Debtors will use commercially reasonable efforts to market all De Minimis Assets proposed to be sold to maximize the value received therefor. To the extent that De Minimis Assets cannot be sold at a price greater than the cost of liquidating such assets (and excluding the abandonment of personal property already authorized by the Court), the Debtors ask authority to abandon such De Minimis Assets in accordance with these De Minimis Asset Abandonment Procedures: a. the Debtors will give the Abandonment Notice to the Notice Parties; b. the Abandonment Notice will contain a description in reasonable detail of the De Minimis Assets to be abandoned and the Debtors’ reasons for such abandonment; c. if no written objection from any Notice Party is received by the Debtors within 10 business days following service of the Abandonment Notice, the Debtors may immediately proceed with the abandonment; and d. if a written objection is received from a Notice Party within such 10-day period and such objection cannot be consensually resolved, then such De Minimis Asset will not be abandoned except upon further order of the Court after notice and a hearing. Within ten days of the closing of a sale of De Minimis Assets, the Debtors will file a notice with the Court identifying (a) the date of the sale; (b) the De Minimis Assets sold; (c) the purchaser; and (d) the net purchase price, including specific detail of any payment of commission fees to agents, brokers, auctioneers, and/or liquidators, and any other fees paid as part of the sale closing. The De Minimis Assets are of little or no use or value to the Debtors' estates or restructuring efforts. If the requested relief is granted, the Debtors will be able to avoid many unnecessary costs associated with retaining, storing, and/or liquidating De Minimis Assets that have little to no commercial value. In that context, it would not be an efficient use of resources to seek court approval every time the Debtors sell such De Minimis Assets or pay agents, brokers, auctioneers, liquidators, and other third parties that the Debtors employ to facilitate such sales and realize the maximum amount possible therefrom. Further, the procedures proposed will afford those creditors with an interest in De Minimis Assets the opportunity to object to the sale or abandonment of such assets and obtain a hearing if necessary, and the relief sought will not apply to sales of De Minimis Assets to Insiders. The Debtors propose to streamline the process and shorten the applicable notice periods as described to maximize the net value realized from sales of De Minimis Assets for the benefit of all parties-in-interest. About Remington Outdoor Company Based in Madison, North Carolina, Remington Outdoor Company, Inc. -- https://www.remingtonoutdoorcompany.com/ -- manufactures and markets firearms, ammunition, and related products for commercial, military, and law enforcement customers worldwide. The company operates through two segments, Firearms and Ammunition. Remington Outdoor Company, Inc., and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Lead Case No. 20-81688) on July 27, 2020. The petitions were signed by Ken D'Arcy, chief executive officer. At the time of filing, the Debtors estimated $100 million to $500 million in both assets and liabilities. Stephen H. Warren, Esq. and Karen Rinehart, Esq. at O'MELVENY & MYERS LLP represent the Debtors as general bankruptcy counsel. Derek F. Meek, Esq. and Hanna Lahr, Esq. at BURR & FORMAN LLP stand as the Debtors' local counsel. AKIN GUMP STRAUSS HAUER & FELD LLP is the Advisor to the Restructuring Committee. M-III ADVISORY PARTNERS, LP is the Debtors' financial advisor, while DUCERA PARTNERS LLC, stands as the Debtors' investment banker. PRIME CLERK LLC is the Debtors' notice, claims & balloting agent. RESOLUTE FOREST: S&P Alters Outlook to Stable, Affirms 'B+' ICR --------------------------------------------------------------- S&P Global Ratings revised its outlook on Resolute Forest Products Inc. to stable from negative and affirmed its 'B+' issuer credit rating on the company. At the same time, S&P assigned its 'B' issue-level rating and '5' recovery rating to the company's proposed US$300 million senior unsecured notes. The stable outlook indicates S&P's view that favorable industry trends in the lumber segment will support positive free operating cash flow (FOCF) generation over the next two years, stabilizing liquidity. The outlook revision reflects improved prospects for Resolute's credit measures and liquidity over the next two years. S&P said, "We believe continued strength in lumber markets and stable-to-improving contributions from the pulp and tissue segments will support earnings and cash flow generation materially above our previous expectations. In addition, stronger-than-expected FOCF generation in the second half of 2020 has contributed to debt reduction and improved liquidity. The dramatic increase in lumber prices in the latter part of 2020 is largely responsible and, following a temporary correction, prices have rebounded to near peak levels in first-quarter 2021. We believe Resolute is better-positioned to manage the volatility inherent in its business, and its financial position should benefit from FOCF generation that we expect in 2021 and 2022. As a result, we now expect Resolute to sustain credit metrics much stronger than our previous estimates, including adjusted debt to EBITDA in the mid-5x area, with limited draws expected on its credit facility at least through 2021." "In our view, the company's use of FOCF to reduce debt further enhances financial flexibility. Resolute paid down all drawn amounts totaling US$71 million on its revolving credit facilities in third-quarter 2020 following a sharp rally in lumber prices last year. In addition, in November the company entered a loan agreement with Investissement Quebec (IQ), providing an additional US$114 million of liquidity based on current availability. In total, Resolute has US$571 million of untapped committed credit availability as at Sept. 30, 2020 (pro forma the IQ loan)--representing an increase in excess liquidity sources of about 40% compared to our last review in March." "We believe the company may further reduce debt in connection with its proposed refinancing transaction. Resolute is planning to issue US$300 million of senior unsecured notes due 2026 and use the proceeds to redeem a portion of its US$375 million senior unsecured notes due 2023. The company plans to repay the remaining principal on the 2023 notes with cash on hand, unused availability under the revolving credit facilities, or a combination of both. On completion of the refinancing, Resolute will have an improved debt maturity profile with no meaningful principal repayments due until 2026. The refinancing may also result in modestly lower adjusted debt, should the company use cash to retire up to US$75 million of the existing 2023 notes. Our adjusted debt totals include the company's large pension and post-retirement obligations, which accounted for about 67% of total adjusted debt at year-end 2019. Therefore, these obligations are a key driver of our leverage estimate of just over 5x in 2021 and 2022. However, we also incorporate the relative strength of Resolute's interest coverage, including funds from operations (FFO) cash interest coverage above 10x." Strong lumber prices are the primary driver of S&P's improved earnings and cash flow estimates. Following the sharp increase in lumber prices through the latter part of 2020 and into 2021, the Eastern spruce, pine, and fir benchmark is currently trading at about US$1,025 per thousand board feet, or about 120% higher compared with depressed levels a year ago. S&P said, "We do not view current prices as sustainable, because the recent resurgence in COVID-19 cases has led to labor shortages and supply disruptions, contributing to an increase in prices that is unlikely to persist. We assume lumber prices will decline from current highs, but remain elevated relative to historical levels, driven in part by our economists' expectations for low interest rates, steady demand for wood-constructed homes (as people continue to relocate to the suburbs from big cities), and an aging housing stock. In our view, these factors will support stable-to-increasing housing starts and robust repair and remodel activity (as older homes are renovated) over the next two years." "We are assuming modest increases in pulp prices in 2021 and 2022 relative to weak levels last year. This incorporates our expectation for strengthening economic activity to mitigate secular decreases in demand for paper grades of pulp. We acknowledge that pulp markets are volatile and we cannot rule out a material increase in prices, which could further bolster earnings and cash flow. In addition, we believe downside to paper prices is unlikely, given our expectations for secular declines in demand driven by digital substitution to be met with capacity reductions. In Resolute's small but growing tissue business, we expect steady demand for retail products and improving customer mix (away from low-margin discount retailers) to support moderate price growth. An uptick in commercial activity should support a recovery in demand for away-from-home products in the latter part of the year and into 2022." "Based on these trends, we believe credit measures will improve meaningfully in 2021 and 2022 compared with the last 12 months (as of Sept. 30, 2020). We estimate the company will produce annual FOCF of US$20 million-US$60 million over the next two years, compared to about neutral cash generation over the last 12 months (LTM) as of Sept. 30, 2020. Our FOCF forecast incorporates large annual pension contributions of about US$100 million and lumber duty deposits of about US$75 million per year. In addition, we expect adjusted debt to EBITDA to be sustained in the mid-5x area over this period compared with over 10x for the LTM ended Sept. 30, 2020." Increasing exposure to markets with favorable demand fundamentals pose a potential tailwind. S&P said, "We expect lumber shipments to rise 15% this year, reflecting incremental volumes from three sawmills acquired from Conifex Timber Inc. in February 2020--this incorporates our expectation of the idled El Dorado sawmill coming online in first-quarter 2021 and full-year contributions from the Cross City and Glenwood sawmills. Historically, tissue has contributed minimally to Resolute's overall earnings (less than 1% before 2020). However, the segment grew to about 8% of adjusted EBITDA in the first nine months of 2020 and we expect it to account for about 10%-15% of total adjusted EBITDA in 2021 and 2022, led by productivity improvements and higher shipments. In our view, the company's expansion in lumber and tissue markets should reduce its exposure to structural demand declines in paper and fluctuations in pulp prices. In doing so, this could reduce the prospective volatility of credit measures in absence of significant debt-funded acquisitions." "Our ratings incorporate Resolute's large-scale and diversified product mix relative to peers." The company is the largest newsprint producer in the world, accounting for about 6% of global capacity, and the third-largest market pulp producer in North America. In addition, Resolute is the fifth-largest softwood lumber producer in North America based on capacity following the acquisition of the Conifex sawmills in early 2020. S&P expects the company's tissue segment to ramp up over the next couple of years and provide a meaningful source of revenue diversification. In its view, the company's scale and product diversification provide flexibility to adjust capacity and a degree of market influence. Resolute's cost position also benefits from vertical integration, given the company sources pulp internally for its paper and tissue production. S&P said, "In our view, these factors are partially offset by the company's exposure to the structural decline in demand for newsprint and commercial printing paper due to electronic substitution, which we assume will continue. The company is also highly sensitive to volatile lumber and pulp prices and is exposed to the strengthening of the Canadian dollar relative to the U.S. dollar, given that the majority of sales are denominated in U.S. currency while most costs are incurred in Canadian dollars. The company's large pension and postemployment obligations, which are very sensitive to fluctuations in interest rates, comprise the bulk of adjusted debt and therefore exacerbate the impact of earnings volatility on adjusted leverage. This underpins our expectation for debt to EBITDA to be elevated above 5x over the next two years. However, meaningful increases in the discount rate beyond our assumptions could decrease the size of this liability and improve credit measures." "The stable outlook reflects our view that steady-to-improving U.S. housing starts and strong repair and remodeling activity should support continued strength in lumber prices over the next two years. At the same time, we forecast a slight improvement in pulp prices on the back of strengthening economic conditions, and stable paper prices given our expectation for lower demand to be met with capacity reductions. Based primarily on our price estimates, we expect positive FOCF generation of US$20 million-US$60 million annually in 2021 and 2022, to stabilize liquidity. In addition, we estimate ample capacity to fund interest expenses, with FFO cash interest coverage expected to remain above 10x over the next two years." "We could lower the ratings if, over the next 12 months, we expect Resolute to generate negative free cash flow that leads to increased reliance on its credit facilities and higher leverage. We believe this could occur if realized lumber, pulp, or paper prices deteriorate below our estimates, most likely due to global macroeconomic weakness, resulting in lower cash flow not sufficient to offset fixed charges. We could also lower the ratings if FFO cash interest coverage falls to close to 2x." "We could raise the ratings if we expected adjusted debt to EBITDA to decrease and remain below 5x. In this scenario, we would expect sustained strength in lumber industry conditions and an improvement in pulp and paper markets, likely driven by stronger-than-expected growth in global economic activity, to support meaningful earnings growth. Beyond credit measure improvement, we would also expect the company to have a business mix that is less exposed to markets experiencing cyclical declines in demand like paper." REYNOLDS CONSUMER: S&P Upgrades ICR to 'BB+' on Deleveraging ------------------------------------------------------------ S&P Global Ratings raised its stand-alone credit profile on U.S.-based Reynolds Consumer Products Inc. (RCPI) to 'bb+' from 'bb' and its issuer credit rating to 'BB+' from 'BB'. S&P also raised its issue-level ratings on RCPI's senior secured revolving credit facility and term loan to 'BBB-' from 'BB+'. The stable outlook reflects S&P's expectation that consumption of RCPI's products will remain steady, supported by a long-term shift in consumer behavior caused by the COVID-19 pandemic, and that conservative financial policies will support leverage sustained in the low- to mid-2x area. S&P said, "The upgrade reflects substantial credit metric improvement since RCPI's IPO in early 2020, and our expectation for further deleveraging over the next year. The improvement in credit metrics has been attributable to COVID-19 tailwinds that have driven substantial sales and profit growth, as well as management's focus on debt reduction. RCPI initially benefited from significant pantry loading of its cooking, baking, waste, and storage products in the early stages of the pandemic, but demand for its products has remained robust, as increased time spent at home has led to steady ongoing consumption. We expect growth will significantly moderate in the coming quarters as vaccines are rolled out, government restrictions are relaxed, and social activity increases. However, we expect sales will remain elevated compared to 2019 levels as people spend more time working from home and there is a longer-term shift in consumer behavior toward meals at home." Importantly, management has stayed consistent with its financial policies, and it has applied better-than-expected cash flow toward debt reduction. The company made $200 million in prepayments on its term loan in the second half of 2020 and remains committed to its 2.0x-2.5x leverage target and 50% dividend payout ratio. S&P said, "We estimate leverage will have improved to about 2.7x at the end of fiscal 2020 (compared to the high-3x area at close of its IPO in February 2020) and we expect management will continue to operate conservatively, prioritizing debt repayment over incremental shareholder rewards until it achieves its target leverage range. Based on the company's solid, steady free cash flow, we expect this will occur by the end of 2021." The PFL group credit profile has improved substantially because of RCPI's strong operating performance and more conservative financial policies across the group. RCPI is majority owned by PFL, which also owns beverage and food packaging company PTVE and resin-based rigid container manufacturer Graham Packaging Co. Inc. No credit support is provided between RCPI and the other group members. However, through PFL, billionaire investor Graeme Hart owns a substantial majority (around 76%) of RCPI stock and is able control corporate decision-making. S&P said, "Our issuer credit rating on RCPI is limited to no more than two notches above our group credit profile on the PFL group because RCPI's resources could potentially be used to support the group in a stress scenario. S&P believes the risk is of this occurring is low because of its significant public minority interest ownership and our view that Hart will gradually sell more of his ownership." "Hart's track record of managing the group with high levels of leverage had previously weighed on our group credit profile of PFL. However, based on IPO's by both RCPI and PTVE over the past year, and RCPI's solid operating performance and commitment to debt reduction, we now believe group leverage will be sustained below 5x over the long-term. This supports our 'bb' group credit profile on the PFL group." "Our ratings continue to incorporate RCPI's strong market shares in low-growth but stable categories with significant exposure to private label and input cost volatility. RCPI's portfolio is characterized by products with very high consumer awareness and the No. 1 or 2 position in the cooking, waste, and storage categories, which in aggregate total more than $9 billion at retail. We believe foreign import competition is presently minimal and unlikely to increase significantly given the cost of shipping low-price point products that require only moderate labor inputs. However, in general, barriers to entry are relatively low. Notwithstanding the boost from the effects of the COVID-19 pandemic, we believe long-term U.S. industry growth potential is modest, roughly at or below GDP growth, but should remain steady given the noncyclical nature of the products." "While category demand is generally stable, we believe consumer trade down to private-label products in a recession is likely. RCPI's Presto business--which sells store-brand products, extends the company's reach into lower consumer price points, providing a partial hedge against potential private-label penetration gains. We view RCPI's private-label strategy positively since it recognizes market realities and enables the company to maintain volume to absorb overhead costs while positioning itself as category captain for many large retailers. At the same time, RCPI's store-brand products provide much lower margins than its branded products. Private-label market share has generally remained steady in recent years but RCPI's profitability could be hurt if consumer preference changes and private-label products gain significant inroads." "Input cost volatility also is a risk to our forecast for steady profitability, particularly given the company's heavy exposure to resin and aluminum. The company benefited from moderating input costs in 2019 and the first half of 2020, but commodity prices, particularly for resin, have been rising over the past six months. We expect the company will offset rising costs with price increases and cost savings from its "Reyvolution" continuous productivity program, but there remains a risk that a less favorable input cost environment (including freight and labor) could pressure profits." Environmental, social, and governance (ESG) credit factors for this rating action: -- Health and safety S&P said, "The stable outlook reflects our expectation for flat sales and profits over the next year as vaccines are distributed, government-imposed restrictions are relaxed, and social activity increases. We nevertheless believe sales will remain well above 2019 levels as people spend more time at home and consume more of RCPI's products. We also expect the company will continue to prioritize debt reduction such that it achieves the high end of its 2x-2.5x target leverage range in 2021." "While not likely in the next 12 months, we could raise the rating if we favorably reassess the company's business risk. This could occur if the company continues to demonstrate a track record of managing input cost volatility and sustaining solid profitability. While less likely, we could also raise the ratings if the company adopts more conservative financial policies, including leverage sustained below 2x." "Also unlikely in the next 12 months, we could lower the ratings if the company adopts more aggressive financial policies or profitability deteriorates such that leverage weakens and is sustained above 3x. Profitability could deteriorate if RCPI loses business with key customers, there is a significant increase in private label penetration, or the company fails to manage spikes in input costs. While less likely, we could also lower the rating if we unfavorably reassess PFL's credit quality or if RCPI acts in a manner that causes us to reassess its insulation from the group." ROYAL CARIBBEAN: Sells Azamara Brand, Fleet to Raise Cash --------------------------------------------------------- Jack Pitcher of Bloomberg News reports that Royal Caribbean announced Tuesday that it will sell its Azamara luxury cruise brand -- including three cruise ships -- to private equity firm Sycamore Partners for $201 million. Royal Caribbean is taking a non-cash impairment charge of $170 million on the sale, reflecting a steep discount from Azamara's book value. Royal Caribbean has essentially maxed out its capacity to issue debt, so it's left to issue equity or sell assets to raise cash, according to Bloomberg Intelligence. "Our strategy has evolved into placing more of our resources behind three global brands, Royal Caribbean International, Celebrity Cruises and Silversea, and working to grow them as we emerge from this unprecedented period," Royal Caribbean Group CEO Richard Fain said in a statement. "Even so, Azamara remains a strong brand with its own tremendous potential for growth, and Sycamore's track record demonstrates that they will be good stewards of what the Azamara team has built over the past 13 years." Azamara debuted in 2007 as a "deluxe" brand, aimed at filling the void between premium and luxury and which prior to Azamara's arrival was only occupied by Oceania Cruises, which bills itself as "upper premium." The sale of Azamara is not expected to have a material impact on Royal Caribbean Group's future financial results. Perella Weinberg Partners LP served as financial advisor to Royal Caribbean Group and  Freshfields Bruckhaus Deringer LLP provided legal counsel. Kirkland & Ellis LLP provided legal advice to Sycamore Partners. About Royal Caribbean Royal Caribbean Cruises is a global vacation company that operates four wholly-owned or majority-owned cruise brands, including Royal Caribbean International, Celebrity Cruises, Azamara Club Cruises and Silversea Cruises. The company also operates two brands through joint ventures -- TUI Cruises (50%) and Pullmantur (49%). The six brands operate a combined 61 cruise ships with an aggregate capacity of about 141,570 berths as of December 31, 2019. Net revenue for fiscal 2019 was $8.7 billion. * * * The $150 billion cruise industry, which was expected to carry 32 million passengers in 2020, has been badly hit by the Covid-19 pandemic. Royal Caribbean Group reported a net loss of $1.6 billion for the second quarter of 2020, after the coronavirus pandemic caused the cruise operator to cancel all sailings during that period. The group made a $473 million net profit during the same period in 2019. Royal Caribbean is burning through between $250 million and $290 million cash a month, while its ships are not sailing. About Sycamore Partners Sycamore Partners is a New York-based private equity company that specialized in investments through a varied private equity strategies, most notably debt investments, complex corporate carveouts, distressed buyouts, and leveraged buyouts. SEISENBACHER INC: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Seisenbacher Inc. 175 Humboldt St Ste 250 Rochester, NY Business Description: Seisenbacher Inc. manufactured various interior components for passenger railway car manufacturers. These components, primarily aluminum, consist of anything above shoulder level in a passenger car (such as overhead luggage racks, ceiling panels, and components for HVAC and lighting systems). Chapter 11 Petition Date: January 19, 2021 Court: United States Bankruptcy Court Western District of New York Case No.: 21-20022 Judge: Hon. Judge Warren, U.S.B.J Debtor's Counsel: Christopher Desiderio, Esq. NIXON PEABODY LLP 437 Madison Ave New York, NY 1002-7001 E-mail: cdesiderio@nixonpeabody.com Debtor's Claims & Administrative Agent: EPIQ CORPORATE RESTRUCTURING, LLC https://dm.epiq11.com/case/seisenbacher/info Total Assets: $490,058 Total Liabilities: $2,070,585 The petition was signed by Andrew Callahan, chief executive officer. A full-text copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/ZQHCCBI/Seisenbacher_Inc__nywbke-21-20022__0001.0.pdf?mcid=tGE4TAMA SEISENBACHER INC: To Pursue Simple Plan of Liquidation ------------------------------------------------------ Seisenbacher Inc. says it has sold its assets and filed for Chapter 11 bankruptcy to pursue a liquidating plan that would distribute sale proceeds and cash to creditors. The Debtor has no secured debt. The Debtor estimates that it has $1.9 million in outstanding trade debt. Prepetition, the Debtor received an offer from Elmira Stamping & Mfg. Corp. to purchase some of the Debtor's inventory and equipment at approximately 80% of appraised value. In addition to the sale with Elmira Stamping, the Debtor agreed to sell other inventory to one of its other key customers, Stadler U.S. Inc. Unfortunately, none of these offers were sufficient to pay the Debtor's creditors in full, however, it was clear to the Debtor that they did offer a greater recovery then would be realized in a chapter 7 liquidation or other fire sale. It also allowed the Debtor to seek and obtain partial or full releases from significant liquidated damages and penalties which were asserted by Alstom and Stadler had the Debtor not been able to deliver its contracted goods and services in accordance with the governing contracts. Prior to the Chapter 11 filing, the Debtor sold substantially all of its assets to Stadler and Elmira Stamping. The proceeds of those sales generated roughly approximately $750,000 of gross proceeds. In addition, the Debtor has approximately $425,000 of accounts receivable as well as $100,000 which served as collateral on a now terminated line of credit. With no secured debt, the Debtor believes that the most efficient way to distribute these proceeds is through a simple plan of liquidation. About Seisenbacher Inc. Rochester, New York-based Seisenbacher Inc. manufactured various interior components for passenger railway car manufacturers before shutting operations and selling its inventory and equipment. Seisenbacher Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 21-20022) on Jan. 19, 2021. In the petition signed by CEO Andrew Callahan, the Debtor disclosed total assets of $490,058 and total liabilities of $2,070,585 NIXON PEABODY LLP, led by Christopher Desiderio, is the Debtor's counsel. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. SEISENBACHER INC: US Arm of Austrian Supplier Seeks Chapter 11 -------------------------------------------------------------- Seisenbacher Inc., the U.S. unit of Austrian parent company Seisenbacher GmbH, sold most of its assets and then sought Chapter 11 bankruptcy protection. Seisenbacher GmbH is a metal processing company in Lower Austria with a special focus on total solution design, engineering, fabrication and assembly of rail interiors and supply of B and C metal parts for rail car manufacturing. Rochester, New York-based Seisenbacher Inc. manufactured interior components for passenger railway car manufacturers. The company had gross revenue of $.912 million in 2018, $5.662 million in 2019, and $5.427 million in 2020. Andrew Callahan, CEO of the Company, explains that while the Debtor had several contracts with major passenger train manufacturing companies, those contracts mostly operated at a loss. The Company lost millions through the first 3 years of operation beginning in 2016. In 2020, despite $16 million in booked business in 2020, it experienced an operating loss in 2020 of approximately $1.9 million (through July). Efforts to renegotiate the terms of these contracts were unsuccessful. In addition, as a result of the COVID-19 pandemic, the Debtor's manufacturing infrastructure was significantly impacted, with the labor force shrinking from 67 in January 2020 to 43 in December 2020. Additionally, several key suppliers were impacted by COVID. The reduced manufacturing capacity led to delayed deliveries to customers which resulted in the accrual of penalties under the contracts and delayed payment on receivables. Without a significant line of credit or other cash infusion, and lack of any financial support from the Austrian parent, the Debtor was destined for a total shutdown. As a result of this liquidity crunch, and the lack of any financial support in 2020 from the Austrian parent, the Debtor entered into an agreement with one of its key customers Alstom Transportation, Inc., whereby Alstom agreed to prepay the Debtor for future deliveries and to pay the Debtor's vendors for products and services required under the Debtor's contract with Alstom. In turn, the Debtor agreed that any inventory purchased by Alstom would be Alstom's property. In all, Alstom provided the Debtor with $1,400,000 in 2020 to assist in completing these projects. Thereafter, the Debtor sought a party to purchase its assets. Virtas Partners embarked in a three-month marketing and sales process which resulted in bids from two potential purchasers. One purchaser's bid (Airworthy) contained no upfront cash component while the other made by Elmira Stamping & Mfg. Corp. offered to purchase some of the Debtor's inventory and equipment at approximately 80% of appraised value. In addition to the sale with Elmira, the Debtor agreed to sell other inventory to one of its other key customers, Stadler U.S. Inc. The proceeds of those sales generated $750,000 of gross proceeds. About Seisenbacher Inc. Rochester, New York-based Seisenbacher Inc. manufactured various interior components for passenger railway car manufacturers before shutting operations and selling its inventory and equipment. Seisenbacher Inc. filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 21-20022) on Jan. 19, 2021. In the petition signed by CEO Andrew Callahan, the Debtor disclosed total assets of $490,058 and total liabilities of $2,070,585 NIXON PEABODY LLP, led by Christopher Desiderio, is the Debtor's counsel. EPIQ CORPORATE RESTRUCTURING, LLC, is the claims agent. SN TEAM: Reaches Stipulated Agreement With U.S. Bank National ------------------------------------------------------------- SN Team, LLC, filed with the U.S. Bankruptcy Court for the District of Nevada a Amended Plan of Reorganization and a corresponding Disclosure Statement on Jan. 15, 2021. The Jan. 15 amendments do not provide for major changes from the Plan documents filed Dec. 11, 2020. The Amended Disclosure Statement discloses that the Debtor has reached a stipulated agreement with Secured Creditor U.S. Bank National Association. The Debtor agrees that the Creditor's legal, equitable, and contractual rights under the loan within the secured claim, as well those of its successors and/or assigns, is secured by the real property located at 8255 Las Vegas Blvd. S., and shall be deemed fully secured, unimpaired, and unaltered by the Debtor's Plan of Reorganization or any Amended Plans. The parties acknowledge under the Stipulation that the Debtor is not the Borrower on the Loan. Upon the completion of a foreclosure sale of the Subject Property, provided that the winning bid at the foreclosure is less than the outstanding balance due under the terms of the Loan, Creditor agrees that it will not seek to assert an unsecured claim against the Debtor's bankruptcy estate for any deficiency resulting from the foreclosure as Debtor is not the Borrower on the Loan. Except as otherwise expressly provided in the Stipulation, all remaining terms of the Note and Deed of Trust, which are incorporated in the Stipulation and herein, shall govern the treatment of Creditor's Secured Claim in this class. Reorganizing Plan The Debtor's Plan is a reorganizing plan accomplished through the continuation of Debtor's primary business, the ownership, management, leasing and or refinance or sale of residential real estate. In other words, the Plan Proponent (i.e., the Debtor) seeks to accomplish payment under the Plan primarily from the net proceeds and revenues generated through the leasing, sale or refinance of the SN Team, LLC Real Properties to pay make mortgage payments and plan payments. The secured creditors of the estate will be paid the present value of their claim at a market interest rate over a 60-month period payments under the Plan shall be made through net income generated from the SN Team, LLC Real Properties and/or through a sale or refinance of the SN Team, LLC Real Properties. The Effective Date of the proposed Plan is projected to be February 15, 2021. The first payment due under the plan is based upon the projected Effective Date of February 15, 2021. Allowed Class 3 General Unsecured Claims will receive 100% of their allowed claim on or before the end of 60th month following the Effective Date. On or before the Effective Date, the Debtor shall execute a promissory note with each holder of a Class 3 Claim calling for bi-annual equal to 10% of the principal balance, totaling a 20% annual principal reduction payment. No interest shall accrue on the promissory Note. The first payment shall be due on the fifteenth day of the first full quarter following the Effective Date and shall be in an amount equal two percent of the principal balance owing each unsecured creditor. Commencing on the fifteenth day of each quarter thereafter through the last day of the sixtieth month following the Effective Date, the Reorganized Debtor shall make equal bi-annual payments of principal to the Class 6 Claimants. The Promissory Notes shall be due and payable at the end of the 60th month following the effective date of the plan. This Class shall be paid $723 every six months for a total of $1,446 annually. In the event funds are not sufficient to pay the Class 1 Claimants upon any sale of the SN Team, LLC Real Properties, the Class 3 Claimants shall receive a pro-rata share of the funds available by dividing the total amount of money each Class 3 Claimants claims and multiplying that percentage by the amount of money available to pay the Class 3 Claimants after sale of the SN Team, LLC Properties. Class 4 consists of interest holders Wendy Merrill and Michael R. Lekar. Class 4 is unimpaired under the Plan and will receive the pro-rata share of monies available after payment under the plan to classes 1 through 6. The Reorganized Debtor shall make all payments due under the Plan out of the funds on hand in the Debtor's Estate as of the Effective Date, and through the lease Income generated by the SN Team, LLC Real Properties as well as through the eventual sale or refinance of the SN Team, LLC Real Property. A full-text copy of the Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/360oC4r from PacerMonitor at no charge. Attorney for Debtor: TIMOTHY P. THOMAS LAW OFFICE OF TIMOTHY P. THOMAS, LLC 1771 E. Flamingo Rd. Suite B-212, Las Vegas, NV 89120 Telephone: (702) 227-0011 Fax: (702) 227-0334 About SN Team LLC SN Team LLC owns and manages these properties: 229 Silver Rings Ave., North Las Vegas, Nevada, 2153 Jade Creek St. #206, Las Vegas, Nevada, 458 Winthrop Place, Henderson, Nevada, 251 S. Green Valley Pkwy. #5521, Henderson, Nevada, and 8255 Las Vegas Blvd. South #1214, Las Vegas, Nevada. SN Team LLC filed a Chapter 11 petition (Bankr. D. Nev. Case No. 20-10812) on Feb. 13, 2020. Judge August B. Landis oversees the case. In the petition signed by Wendy J. Merrill, managing member, the Debtor was estimated to have between $500,000 and $1,000,000 in assets, and between $100,000 and $500,000 in liabilities. Andersen Law Firm, Ltd., represents the Debtor. SOUTHERN FOODS: Unsecureds Owed $363M to Recover Less Than 1% ------------------------------------------------------------- Southern Foods Group, LLC, Dean Foods Company and their debtor affiliates submitted a revised Joint Chapter 11 Plan of Liquidation and a Disclosure Statement on Jan. 15, 2021. According to the Amended Disclosure Statement, holders of Other Secured Claims, which total $4 million, are unimpaired under the Plan. Holders of Class 3 Senior Note Claims totaling $707 million will recover 1% to 4%. Holders of Class 4 Control Group Liability Pension Claims totaling $618 million will recover 2% to 5%. Holders of general unsecured claims classified as convenience claims totaling $15 million in Class 5 and general unsecured claims totaling $363 million in Class 6 will recover less than 1 percent. Equity holders won't receive anything. Each Holder of an Allowed General Unsecured Claim in Class 6 will receive, on the applicable Distribution Date, its pro rata share of the Liquidating Trust Assets (along with Holders of Allowed Senior Notes Claims and Holders of Allowed Control Group Liability Pension Claims) after the satisfaction in full of all Allowed Claims that are senior in priority pursuant to the Bankruptcy Code. Class 6 is impaired by the Plan. The Plan contemplates the liquidation and dissolution of the Debtors and the resolution of all outstanding Claims and Interests. The sale transactions left the Debtors without a stand-alone operating business, and the Debtors have already begun the process of winding down the remainder of the Estates. The Debtors closed all of the sale transactions between April 30, 2020 and May 5, 2020 for an aggregate sales price of $545 million, which includes approximately $104.7 million in cure cost obligations assumed by Dairy Farmers of America Inc., plus certain other liabilities assumed by the various purchasers in the respective sale transactions. A black-lined copy of the Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/2Y7FvWt from PacerMonitor.com at no charge. Counsel to the Debtors: Brian M. Resnick Steven Z. Szanzer Nate Sokol Omer Netzer DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel.: (212) 450-4000 Fax: (212) 701-5800 E-mail: brian.resnick@davispolk.com steven.szanzer@davispolk.com nathaniel.sokol@davispolk.com omer.netzer@davispolk.com William R. Greendyke Jason L. Boland Robert B. Bruner Julie Goodrich Harrison NORTON ROSE FULBRIGHT US LLP 1301 McKinney Street, Suite 5100 Houston, Texas 77010-3095 Tel: (713) 651-5151 Fax: (713) 651-5246 E-mail: william.greendyke@nortonrosefulbright.com jason.boland@nortonrosefulbright.com bob.bruner@nortonrosefulbright.com julie.harrison@nortonrosefulbright.com About Southern Foods Group 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 November 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. The Debtors posted estimated assets and liabilities of $1 billion to $10 billion. Judge David R. Jones presides over the cases. The 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, Epiq Corporate Restructuring LLC as notice and claims agent, and ASK LLP as their special counsel. 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. * * * After an exhaustive marketing and sale process, the Bankruptcy Court entered various sale orders approving seven sale transactions with six different buyers for substantially all of the Debtors' assets. The sale transactions included sales with and for the following: Dairy Farmers of America Inc., acquiring 44 plants; Prairie Farms Dairy, Inc., acquiring eight plants; Mana Saves McArthur, LLC acquiring the Miami, Florida plant; Producers Dairy Foods, Inc., acquiring the Reno, Nevada plant and the "Berkeley Farms" trademark and related intellectual property; Harmoni, Inc. acquiring all assets, rights, and properties in connection with the "Uncle Matt's Organic" branded juice products and popsicles; and Logix Capital, LLC, through MGD Acquisition, LLC, acquiring the Hilo facility and related distribution branches on the Big Island, Kauai and Maui as well as the use of the Meadow Gold Hawaii brand name. The Debtors closed all of the sale transactions for an aggregate sales price of approximately $545 million. STEAK N' SHAKE: Taps FTI Consulting for Possible Debt Restructuring ------------------------------------------------------------------- Alexander Gladstone and Aisha Al-Muslim of the Wall Street Journal report that Sardar Biglari's burger-and-milkshake company, Steak 'n Shake Inc., has hired FTI Consulting for help addressing an upcoming debt maturity Steak 'n Shake Inc. is preparing for a possible financial restructuring and has hired an advisory firm to evaluate options as the Covid-19 pandemic continues to hit the casual-dining sector hard, the Journal said, citing people familiar with the matter. The Indianapolis-based burger-and-milkshake chain hired FTI Consulting Inc. to advise on a restructuring strategy, the people said, according to the report. Steak 'n Shake, owned by entrepreneur Sardar Biglari's eponymous holding company, has struggled with restrictions on indoor dining and has a $153 million loan coming due in March 2021. Biglari Holdings said in a November securities filing that Steak 'n Shake may not be able to refinance its loan before the March maturity. The company, which as of September 2020 operated 260 restaurants across the U.S., Europe and the Middle East, in addition to more than 200 franchises, sparked a fight with lenders over the summer of 2020 by putting 15 locations up for sale. Lenders said any proceeds from the sale had to be used to pay down debt and couldn't be reinvested in the business. Steak 'n Shake sued the lenders' trustee Wilmington Trust NA in New York federal court in August but dropped the complaint last week. Law firm Latham & Watkins LLP, which handled the litigation for Steak 'n Shake, continues to advise the company, the people familiar with the matter said. The lenders are advised by law firm Arnold Porter Kaye Scholer LLP and AlixPartners LLP. The company is now exploring a possible out-of-court restructuring of its debt and lease obligations or a bankruptcy filing, the people said. The pandemic has taken a heavy toll on Steak 'n Shake's business. The company reported $78.3 million in revenue for the third quarter of 2020, down from $141.4 million over the same period the prior year. Biglari Holdings said in November in its third-quarter earnings report that after having had to close many of its Steak 'n Shake dining rooms as Covid-19 began spreading, the company is aiming to shift from a full-service model to a self-service model when reopening them, to save costs. But the company said it needs to make capital investments to complete these conversions, while lenders are blocking it from accessing the needed funding. Biglari Holdings' restaurant division, which also includes four Western Sizzlin Corp. steakhouses that the company operates itself and 48 Western Sizzlin franchises, saw same-store traffic decline by 54% during the quarter, largely due to the pandemic, according to the earnings report. About Biglari Holding Biglari Holdings is a holding company owning subsidiaries engaged in a number of diverse business activities, including property and casualty insurance, media and licensing, restaurants, and oil and gas. The Company;s largest operating subsidiaries are involved in the franchising and operating of restaurants. Steak n Shake and Western Sizzlin comprise 570 company-operated and franchise restaurants as of Sept. 30, 2020. Biglari Holdings also owns men's magazine Maxim, insurance firms First Guard Insurance Co. and Southern Pioneer Property & Casualty Insurance Co., and oil-and-gas driller Southern Oil Co. Biglari Holdings is founded and led by Sardar Biglari, Chairman and Chief Executive Officer of the Company. As of Sept. 30, 2020, Mr. Biglari's beneficial ownership was approximately 66.30% of the Company's outstanding Class A common stock and 56.60% of the Company's outstanding Class B common stock. * * * The novel coronavirus pandemic significantly affected the Company's operating businesses beginning in March and adversely affecting nearly all of its operations during the second and third quarters. Most of the Company's restaurant dining rooms were closed by March 17, 2020 with the remainder closing before the end of the first quarter because of the COVID-19 pandemic. In addition, as of Sept. 30, 2020, 37 of the 260 company-operated Steak n Shake stores were temporarily closed. In addition, the COVID-19 pandemic has caused oil demand to decrease significantly, creating oversupplied markets that have resulted in lower commodity prices and margins. In response, the Company has significantly cut production and expenses in its oil and gas business. SUMMITRIDGE VENTURE: Case Summary & 4 Unsecured Creditors --------------------------------------------------------- Debtor: Summitridge Venture Group, LLC 1666 Summitridge Drive Beverly Hills, CA 90210 Business Description: Summitridge Venture Group, LLC is engaged in activities related to real estate. Chapter 11 Petition Date: January 20, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10424 Judge: Hon. Vincent P. Zurzolo Debtor's Counsel: James Andrew Hinds, Jr., Esq. THE HINDS LAW GROUP 21257 Hawthorne Boulevard Second Floor Torrance, CA 90503 Tel: (310) 316-0500 Fax: (310) 792-5977 E-mail: jhinds@hindslawgroup.com rsposato@hindslawgroup.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vikram Srinivasan, managing member. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VVQDAHI/Summitridge_Venture_Group_LLC__cacbke-21-10424__0001.0.pdf?mcid=tGE4TAMA List of Debtor's Four Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Franchise Tax Board $1.00 Bankruptcy Unit MSG-11 P.O. Box 2952 Sacramento, CA 95812-2951 2. International Revenue Service $1.00 Centralized Insolvency Operations P.O. Box 7346 Philadelphia, PA 19101-7346 3. Noah f/k/a Patch Homes $30,000 576 Sacramento Street, Suite 400 San Francisco, CA 94111 4. Vajra, LLC $300,000 47000 Warm Springs Blvd. Fremont, CA 94539 SUNERGY CALIFORNIA: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Sunergy California LLC 4801 Urbani Avenue McClellan, CA 95652 Business Description: Sunergy California LLC -- http://www.sunergyus.com/-- is a solar module supplier. Sunergy California was founded in 2016 and is headquartered and has module production facilities in Sacramento, California. Chapter 11 Petition Date: January 20, 2021 Court: United States Bankruptcy Court Eastern District of California Case No.: 21-20172 Judge: Hon. Christopher M. Klein Debtor's Counsel: Rosendo Gonzalez, Esq. GONZALEZ & GONZALEZ LAW, P.C. 530 S. Hewitt Street, Suite 148 Los Angeles, CA 90013 Tel: (213) 452-0070 E-mail: rossgonzalez@gonzalezplc.com Total Assets: $7,629,993 Total Liabilities: $17,226,553 The petition was signed by Lu Han, chairman. A full-text copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LJELOGQ/Sunergy_California_LLC__caebke-21-20172__0001.0.pdf?mcid=tGE4TAMA List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Aluko America, Inc. Trade Debts $306,310 Michael John 330 Washington St. PMB 431 Hoboken, NJ 07030 2. Avalon Risk Cash Collateral $970,000 Management Insurance Agency 150 NW Point Blvd 2nd Floor Elk Grove Village, IL 60007 Email: bond_underwriting@avalonrisk.com 3. Borrego Solar Systems, Inc. Trade Debts $592,207 Aaron Hall 5005 Texas Street, Suite 400 San Diego, CA 92108 4. Changzhou Almaden Co., Ltd. Trade Debts $456,998 No. 639 Mingzing Zhou Qinglong East Road Changzhou, Jiangsu, china 5. China Machinery Trade Debts $1,049,321 Industry International Cooperation Co., Ltd. Building A No.18 Dirun Road Zhengdong New District Zhengzhou, Henan, Province 6. Coldwell Solar LLC Trade Debts $360,954 Dave Hood 500 Menlo Dr #100 Rocklin, CA 95765 7. Depcom Power Inc. Court $3,732,194 Jennifer C. Hayes Judgment 9185 E Pima Center Pkwy, Suite 100 Scottsdale, AZ 85258 8. East West Bank Bank Loan $597,000 Dorothy Zhao 900 Webster St., 2nd Fl Oakland, CA 94607 9. Edges Electrical Group Trade Debts $275,918 Shawna Crandell 1701 National Drive Suite 200 Sacramento, CA 95765 10. Kai Yu Trade Debts $1,064,139 Hangzhou Freedom Import & Export Co., Ltd. No.9-1, Binwen Roard, Bingjiang District Hangzhou, P.R. China Kai Yu Tel: +86-57188253203 Email: yukai@confirmware.com 11. Light & Hope Trade Debts $465,200 Energy Inc. Lynton Lin 17800 Castleton Street Suite 406 City of Industry, CA 91748 12. MP Holdings, LLC Cash Deposit $399,012 3140 Peacekeeper Way McClellan, CA 95652 Email: KGiannotti@mcclellanpark.com 13. Ningbo GZX PV Trade Debts $446,243 Technology Co., Ltd. Sam Cen, No. 28 Binhai 5th Road, Hangzhou Bay NewDistrict, Cixi, Zhejiang, P.R.China 14. Seraphim Solar USA Litigation $1,926,930 Manufacturing Inc. Steven Ostrenga 3111 Lawson St Jackson, MS 39213 15. SFC Co., Ltd. Trade Debts $664,775 James Gwon 682 Naepo-ro, Guhang-myeon Hongseong-gun, Chungnam-do, 32213, Korea James Gwon Tel: +82 41 640 0002 Email: gsg@sfcltd.co.kr 16. Solare America Inc. Trade Debts $500,395 John Scorsone 207 State Road, Suite 100 Upper Darby, PA 19082 17. U.S. Customs and CBP Bill $263,701 Border Protection 6650 Telecom Drive Suite 100 Indianapolis, IN 46278 18. Warner Energy, LLC Trade $771,049 Joseph Drescher 7526 Morgan Road Liverpool, NY 13090 19. XPO Global Forwarding, Inc. Trade Debts $881,849 Gene Komsky 290 Gerzevske Lane Carol Stream, IL 60188 20. Yiyin Energy Vietnam, Ltd. Trade Debts $343,524 Jiang Hai Ying Lot B6, Dinh Tramindustr Zone, Hoang Ninh Commune, Vietyen District, Bacgiang Province, Vietnam SUNGARD AS: S&P Withdraws 'CCC+' Issuer Credit Rating ----------------------------------------------------- S&P Global Ratings withdrew all its ratings on Sungard AS New Holdings LLC including its 'CCC+' issuer credit rating. S&P has withdrawn all its ratings at the issuer's request. At the time of the withdrawal, the outlook was stable. TARGA RESOURCES: S&P Rates $750MM Senior Unsecured Notes 'BB' ------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to Targa Resources Partners LP (TRP) and subsidiary Targa Resources Partners Finance Corp.'s proposed $750 million senior unsecured notes due in 2032. The '3' recovery rating indicated its expectation for meaningful (50%-70%; rounded estimate: 65%) recovery in a payment default scenario. The partnership intends to use the net proceeds from the notes to fund the concurrent cash tender offer of the partnership's 5 1/8% senior notes due 2025 and to reduce borrowings under the credit facility of the partnership and Targa Resources Corp. Houston-based Targa Resources Corp. operates a large portfolio of gathering and processing assets and other integrated downstream assets--such as fractionation capacity, liquefied petroleum gas export terminals, storage, transportation, and other services--for natural gas, natural gas liquids, and crude oil across various basins in the U.S. The company operates through two segments: Gathering & Processing and Logistics and Transportation. Targa Resources Partners is 100% owned by Targa Resources Corp. Targa completed its merger with TRP in 2016. TASEKO MINES: Town Council Decides Not to Appeal Protection Permit ------------------------------------------------------------------ Taseko Mines Limited reported that the Florence Town Council has decided it will not appeal the Aquifer Protection Permit which was recently granted by the Arizona Department of Environmental Quality. Stuart McDonald, president of Taseko, commented, "We are very pleased by this decision and believe this change in approach by Council signals a new beginning. Our expectation is that open and productive dialogue will result and that our future together is bright." "We believe that two years of operating the test facility within the strict environmental guidelines set out in our current permits, combined with the future economic benefits from the commercial production facility, certainly contributed to Council's decision. Transitioning Florence Copper to commercial production, which includes expanding the current wellfield and SX/EW plant, will mean an average of 85 million pounds of copper per year for 20 years beginning in late 2022," concluded Mr. McDonald. Project Highlights * Pre-tax net present value of US$920 million at a 7.5% discount rate * After-tax net present value of US$680 million at a 7.5% discount rate * IRR of 40% and a 2.3 year payback * 20 year mine life with average C1 cash costs of US$1.13 per pound * At US$5,600 per ton of installed capacity, Florence Copper is one of the lowest capital intensity copper projects in the world * Reserves of 345 million tons grading 0.36% copper containing 2.5 billion pounds of copper The Florence Copper NI 43-101 technical report is available on www.sedar.com or the Company's website at www.tasekomines.com. About Taseko Taseko Mines Limited -- http://www.tasekomines.com-- is a mining company focused on the operation and development of mines in North America. Headquartered in Vancouver, Taseko operates the state-of-the-art Gibraltar Mine, the second largest copper mine in Canada. * * * As reported by the TCR on Aug. 31, 2020, Moody's Investors Service revised the rating outlook for Taseko Mines Limited to stable from negative. "The outlook revision to stable reflects our expectation the company will generate marginally positive free cash flow as copper prices have strengthened," said Jamie Koutsoukis, Moody's Vice President, Senior Analyst. In March 2020, S&P Global Ratings lowered its ratings on Taseko Mines Ltd., including its issuer credit rating (ICR) on the company, to 'CCC+' from 'B-'. "The downgrade reflects our view of the heightened risk to Taseko's liquidity position. In December 2020, S&P Global Ratings revised its outlook on Taseko Mines Ltd. to positive from negative and affirmed its ratings on the company, including its 'CCC+' issuer credit rating on Taseko. TEA OLIVE: Appoints 4 New Committee Members ------------------------------------------- James Snyder, Acting U.S. Trustee for Region 12, disclosed in a Jan. 19 notice that he appointed four new members of the official committee of unsecured creditors in Tea Olive I, LLC's Chapter 11 case. The new committee members are: 1. Under Armour, Inc. 1020 Hull Street Baltimore, MD 21230 Contact Person: Kimberly Troast Phone: 410-454-6589 Email: ktroast@underarmour.com 2. STORE Master Funding XV, LLC and STORE Master Funding XVI, LLC 8377 E. Hartford Drive, Suite 100 Scottsdale, AZ 85255 Contact Person: Lyena Hale Phone: 480-256-1199 Email: lhale@storecapital.com 3. Valassis Communications, Inc. 19975 Victor Parkway Livonia, Michigan 48152 Contact Person: Scott Guilleaume Phone: 210-694-1933 Email: vanessa.oconnell@vericast.com 4. True Media, LLC 500 Business Loop 70 West Columbia, Missouri 65203 Contact Person: Preston A. Waller Phone: 573-443-8783 Email: pwaller@truemediaservices.com The new members replaced Cam2 International, MWI Veterinary Supply and Needleart World, LLC. About Tea Olive I Tea Olive I, LLC -- https://www.stockandfield.com/ -- is a Minnesota limited liability company formed in 2018 and headquartered in Eagan, Minn. It is a farm, home and outdoor retailer currently operating 25 stores across Illinois, Indiana, Ohio, Wisconsin and Michigan. Tea Olive I conducts business under the name Stock+Field. Tea Olive I filed a Chapter 11 petition (Bankr. D. Minn. Case No. 21-30037) on Jan. 10, 2021. The Hon. William J. Fisher is the case judge. The Debtor estimated $50 million to $100 million in assets and liabilities as of the bankruptcy filing. As of the petition date, the Debtor had $29,724,104 in secured debt under a credit agreement with Second Avenue Capital Partners, LLC, as the administrative agent and collateral agent. The Debtor also has $26,500,000 in trade debt. As of Jan. 8, 2021, the Debtor estimated it holds consolidated inventory valued at $45,692,831. The Debtor also estimated it holds $734,000 in accounts receivable and prepaid assets. The Debtor tapped Fredrikson & Byron, P.A. as its counsel and Steeplechase Advisors LLC as its investment banker. Donlin, Recano & Company, Inc. is the claims agent. TERRY MCDONOUGH: Scheers Buying Daytona Beach Property for $445K ---------------------------------------------------------------- Terry McDonough and Claudette McDonough ask the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of the real property at 100 W. Ocean Dunes Road, in Daytona Beach, Florida, to Dean P. and Patricia Scheer for $445,000 on the terms of their "As Is" Residential Contract for Sale and Purchase, dated Jan. 14, 2021. The proposed closing date is Feb. 15, 2021. The Debtor believes the transaction will generate the best possible return for creditors and the estate. Assuming closing costs of 7% of the purchase price (the Debtors' agent agreed to a reduced commission of 2%), the sale proceeds will generate a net of $413,850 after payment of closing costs. The Net Proceeds will be sufficient to pay: i. 1st mortgage of Shellpoint - Class 4. If closing occurs Feb. 15, 2021, the Debtors estimate a total payoff of $155,606 including accrued interest. ii. Class 1 priority claim of $255,780 to Internal Revenue Service. iii. A portion ($2,465) of the Class 1 priority claim of $10,024 to Florida Department of Revenue. The remaining payments required under the Plan will be paid in a lump sum, conditioned on approval of this motion and the contemporaneously filed Motion for Discharge, from the Debtors' funds on hand in the DIP bank account. Those payments will be distributed as follows ($51,034 in total): i. Remainder ($7,559) of the Class 1 priority claim of $10,024 to Florida Department of Revenue. ii. Administrative fees to United States Trustee estimated at $4,875. iii. Administrative fees to Debtor’s counsel estimated at $13,600. iv. Unsecured payments totaling $25,000. The Debtors will not receive any of the proceeds from the Proposed Sale, however the Proposed Sale, in conjunction with the contemporaneously filed Motion for Discharge, will allow them to pay all creditors as contemplated in the Plan, obtain a discharge and close the Chapter 11 case. Accordingly, they aver that the Proposed Sale is in the best interest of the Debtors, their creditors and the bankruptcy estate. The Proposed Sale complies with the provisions of the Confirmed Plan. Pursuant to Section 1146, the Proposed Sale is exempt from documentary stamp taxes. The Debtors ask an expedited hearing on or before Feb. 12, 2021. A copy of the Contract is available at https://bit.ly/35PXKUQ from PacerMonitor.com free of charge. Merry McDonough and Claudette McDonough sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-04655) on Aug. 1, 2018. The Debtor tapped Taylor J. King, Esq., at Law Offices of Mickler & Mickler as counsel. On April 16, 2020, the Court confirmed the Debtor's Plan of Reorganization. UNITI GROUP: Fitch Assigns B Rating on $750MM Unsec. Notes Due 2029 ------------------------------------------------------------------- Fitch Ratings has assigned a 'B'/'RR5' rating to Uniti Group, LP's offering of $750 million of senior unsecured notes due 2029. Uniti Group, LP is a subsidiary of Uniti Group Inc. (Uniti). Net proceeds from the offering, together with cash on hand, are expected to be used to fund a tender offer of its 8.25% 2023 senior unsecured notes and to pay related fees and expenses. Uniti Group Finance 2019 Inc. and CSL Capital, LLC, are co-issuers of the notes. The notes will be guaranteed on a senior unsecured basis by Uniti and each of Uniti Group's wholly owned domestic subsidiaries (other than the issuers) that guarantees indebtedness under the senior secured credit facilities and existing notes. Uniti's ratings reﬂect materially lower risk and expected improvement in Uniti's credit metrics as its major tenant, Windstream Holdings, Inc., emerged from bankruptcy in 2020 in a better ﬁnancial position. The terms of a settlement agreement with Windstream and its major creditors also lower Uniti's risk. The economic terms of the previous master lease were not changed, but the lease was separated into two structurally similar agreements encompassing Windstream's incumbent and competitive local exchange businesses. The new leases with Windstream Holdings were also strengthened by adding Windstream Services, LLC and certain subsidiaries as parties to the lease. KEY RATING DRIVERS Cash Flow and Revenue Stability: The new master leases in the settlement agreement provide for stability in Uniti's revenues and cash flows, owing to the fixed nature of Windstream's long-term lease payments and the contractual nature of revenue streams in Uniti's Fiber businesses. The master leases with Windstream are expected to produce slightly more than $660 million in cash revenue in 2020, and will grow slightly due to escalators over time. Returns on Uniti's funding of growth capital investments (GCI) will be added to this amount. Uniti also derives approximately 35% of revenue outside of the Windstream lease via leases to other telecommunications entities and through contracts providing fiber capacity to wireless carriers, enterprise and wholesale carriers, and government entities. Assets acquired from Windstream generate approximately $30 million in annual EBITDA, and the additional Fiber business expands the scale of Uniti's leasable fiber by approximately 90%. Leverage Expected to Improve: Recent acquisitions prior to 2019 affected Uniti's leverage. However, asset sales in 2020 are expected to lead to a decline in net leverage, measured as net debt/recurring operating EBITDA, to 6.0x at YE 2020. Fitch expects Uniti to finance future transactions such that net leverage will remain relatively stable at 5x-6x over the long term. Liquidity Improvement: Liquidity at Sept. 30, 2020 was approximately $484 million, enhanced by 2Q20 and early 3Q20 asset sales that raised cash and an increase in the revolver. Windstream's emergence from bankruptcy materially reduces Uniti's risk and improves prospects for the company, but risks related to the coronavirus pandemic and a slowing economy increased. Uniti's funding needs will increase to fund the Windstream's GCI per the terms of their settlement agreement. Tenant Concentration: Windstream's master leases provide approximately 65% of Uniti's revenue. At the time of the spinoff, nearly all revenue was from Windstream. Fitch believes improved diversification is a positive for the company's credit profile, as major customer verticals outside of Windstream consist of large wireless carriers, national cable operators, government agencies and education. Leased Assets' Importance to Windstream: Fitch believes Uniti's assets are essential to Windstream's operations, and this has been validated by the approval of the settlement agreement. In certain markets, Windstream is a "carrier of last resort" from a regulatory perspective, and would require permission from state public utility commissions and the Federal Communications Commission to cease providing service in those markets. Geographic Diversification: The company's geographic diversification is solid, given Windstream's geographically diverse operations and the expanded footprint due to acquisitions since the spinoff. DERIVATION SUMMARY As the only fiber-based telecommunications REIT, Uniti (B+/Stable) currently has no direct peers. Uniti is a telecom REIT formed through the spinoff of a significant portion of Windstream's fiber optic and copper assets. Windstream retained the electronics necessary to continue as a telecommunication services provider. Fitch believes Uniti's operations are geographically diverse, as they are spread across more than 30 states, while the assets under the master lease with Windstream provide adequate scale. Other close comparable telecommunications REITs are tower companies, including American Tower Corporation (BBB+/Stable), Crown Castle International Corp. (BBB+/Stable) and SBA Communications Corporation (not rated). These companies lease space on towers and ground space to wireless carriers, and are a key part of the wireless industry infrastructure. However, the primary difference is tower companies operate on a shared infrastructure basis with multiple tenants, whereas a substantial portion of Uniti's revenues are derived on an exclusive basis under sale-leaseback transactions. Uniti's leverage is higher than those of American Tower or Crown Castle, but lower than that of SBA. In the Uniti Fiber segment, the most direct comparable company is Zayo Group Holdings, Inc. Uniti Fiber has relatively small scale and has expanded primarily through acquisitions. The business models of Uniti Fiber and Zayo are unlike the wireline business of communications services providers, including AT&T Inc. (A-/Stable), Verizon Communications Inc. (A-/Stable) or CenturyLink, Inc. (d/b/a Lumen Technologies; BB/Stable). Uniti Fiber and Zayo are providers of infrastructure, which may be used by communications service providers to provide retail services, including wireless, voice, data and internet. Crown Castle is an increasingly large participant in the fiber infrastructure business through a series of acquisitions. The large communications services providers self-provision, and they may use a fiber infrastructure provider to augment their networks. Uniti's fiber acquisitions since the spinoff are a key credit consideration, as they reduced the concentration of revenues and EBITDA from the Windstream master leases. Customers in the fiber business include wireless carriers, enterprises and governments. Fitch believes aspects of Uniti's credit profile are similar to cases in the gaming industry where there are single-tenant or concentrated leases between operating companies and their respective REITs (propcos). Both Uniti and gaming REITs benefit from triple net leases. Fitch believes the propcos are better positioned, as rents may continue uninterrupted through the tenant's bankruptcy because such rents are an operating expense and unlikely to be rejected as a result of the master lease structure. KEY ASSUMPTIONS -- Fitch estimates 2020 declined due to the full-year effect of asset sales in 2019 and 2020, as well as the de-emphasis or wind down of certain aspects of its construction business, equipment sales and the consumer competitive local exchange carrier. In 2021 and 2022, Fitch forecasts revenue growth in the low single digits annually; -- EBITDA margins are slightly under 80%; -- The terms of the settlement agreement with Windstream include upfront cash consideration, funding of certain Windstream growth capital investments and cash consideration for the purchase of certain fiber assets from Windstream; -- Uniti will target long-term net leverage in the range of mid 5x to 6.0x; gross leverage will be in the range of high-5x to low-6x in the long term. Leverage is anticipated to come down modestly as dark fiber and small cell projects are completed and the contracted revenues come online; -- Net success-based capital spending in 2020 was expected to be around $250 million, in line with company public net success based capex guidance for fiber and leasing; net success-based capex declined in 2020 on the completion of certain fiber and small-cell projects. Capex intensity is expected to be in the mid-30% range for Uniti Fiber in 2021 before declining gradually; -- A modest amount of equity is issued in the forecast to maintain net leverage in the 5.5x-6.0x range. Recovery -- The recovery analysis assumes Uniti would be considered a going concern in a bankruptcy and that the company would be reorganized rather than liquidated. Fitch has assumed a 10% administrative claim. The revolver is assumed to be fully drawn. -- The going-concern EBITDA estimate reﬂects Fitch's view of a sustainable, post- reorganization EBITDA level, upon which Fitch bases the valuation of the company. This leads to a post-reorganization EBITDA estimate of $710 million. -- The reduced EBITDA could come about by a combination of a rent reset at Windstream and competitive pressures on Uniti's other lines of business. While Windstream's recent bankruptcy did not lead to a rent reset, should Windstream falter, Fitch believes that the level of rent could be renegotiated to a lower level on a mutually economic basis rather than having the leases unilaterally being rejected by Windstream. -- Post-reorganization valuation uses a 6.0x enterprise value multiple. The 6.0x multiple reﬂects the high margin, large contractual backlog of revenues and high asset value of the ﬁber networks. Fitch uses this multiple for ﬁber-based infrastructure companies, for which there have been historical transaction multiples in the high single-digit range. -- The multiple is in line with the range for telecom companies included in Fitch's "Telecom, Media and Technology Bankruptcy Enterprise Values and Creditor Recoveries" report, published April 29, 2020. -- Other communications infrastructure companies, such as tower operators, trade at equalized value (EV) multiples exceeding 20.0x. The tower companies have lower asset risk and higher growth prospects, leading to multiples in excess of 20.0x. Tower operators have low churn, as switching costs are high for customers (to avoid service disruptions). -- The revolver is assumed to be fully drawn. The recovery analysis produces Recovery Ratings of 'RR1' for the secured debt, reﬂecting strong recovery prospects (100%); and 'RR5' for the senior unsecured debt, reﬂecting the lower recovery prospects of the unsecured debt given its position in the capital structure. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- Fitch's expectation that net debt/recurring operating EBITDA is sustained below 5.5x, FFO leverage is sustained in the low 6x range or lower, and REIT interest coverage is 2.3x or higher; -- Demonstrated access to the common equity market to fund GCI, other investments or acquisitions. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- Net debt/recurring operating EBITDA is expected to be sustained above 6.5x, FFO leverage is sustained above the low 7x range or REIT interest coverage is 2.0x or lower; -- If Windstream's rent coverage/rents ratio approaches 1.2x, a negative rating action could occur — rent coverage is measured as EBITDAR/net capex; however, Fitch will also consider Uniti's level of revenue and EBITDA diversification at that time. In determining net capex, Windstream's gross capex would be reduced by GCI funded by Uniti. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Improved Liquidity: Uniti has approximately $484 million of liquidity (unrestricted cash and revolver availability) at Sept. 30, 2020. Uniti's liquidity position is materially improved from Dec. 31, 2019, when the company's only available liquidity was provided by its $143 million cash balance, as it had virtually no availability on revolving credit facility. In December 2020, Uniti amended its revolving credit facility, increasing it to $500 million and extended the maturity date of the commitments to Dec. 10, 2024. The maturity date of the revolver will be subject to an earlier maturity data of 91 days prior to the maturity date of any outstanding debt with a principal amount of at least $200 million, unless its unrestricted cash balance plus remaining revolver availability exceeds the principal amount of such debt at all times following the 91st such day until the maturity of such debt. Certain non-extending lender commitments of approximately $60 million will mature on April 24, 2022; prior to the expiration of these commitments, the aggregate size of the revolving credit facility will be $560 million from all lenders. In February 2020, Uniti issued $2.25 billion of 7.875% senior secured notes due in 2025 and used the proceeds to pay down the entire $2.05 billion outstanding on the term loan B and a portion of the revolver. Under the covenant reversion language accompanying the senior secured notes offering in February 2020, a provision was put in place limiting the payment of future cash dividends to an amount that does not exceed 90% of REIT taxable income, without regard to the dividends-paid deduction and excluding any net capital gains, while net leverage is above 5.75x. The principal financial covenants in the company's credit agreement require Uniti to maintain a consolidated secured leverage ratio of no more than 5x. The company can also obtain incremental term-loan borrowings or increased commitments in an unlimited amount as long as the consolidated secured leverage ratio does not exceed 4x on a pro forma basis. Uniti has no major maturities until 2023, when $550 million of senior secured notes and $1.11 billion of unsecured notes mature. The $1.11 billion of notes maturing in 2023 will be reduced via a tender offer from the proceeds of the current issuance. Uniti established an at-the-market common stock offering program in June 2020 that allows for the issuance of up to $250 million of common equity to keep the capital structure in balance when funding capex, as well as to finance small transactions. REIT-required distributions reduce Uniti's FCF, although the company has been able to reduce the dividend to relatively low levels to maintain financial flexibility. Capital intensity varies by business unit. In the leasing business, capital intensity is virtually non-existent, as capex is the responsibility of the tenant. Intensity is high in the Fiber segment, as the company is in the process of completing Fiber projects. UNIVERSITY OF PUERTO RICO: Makes January Payment to Bondholders --------------------------------------------------------------- Michelle Kaske of Bloomberg News reports that the University of Puerto Rico paid bondholders on Jan. 1, 2021, as an agreement between the institution and its creditors to keep debt negotiations out of court is set to expire at the end of February 2021. UPR, one of the few Puerto Rico borrowers that has paid investors on time and in full, has made all the payments required in its pact with creditors through Jan. 1, 2021, according to a filing to bondholders posted on the Municipal Securities Rulemaking Board's website. U.S. Bank holds a total $58.8 million in the bond service account and reserve account for UPR debt, according to the filing. About the University of Puerto Rico The University of Puerto Rico is a component unit of the commonwealth of Puerto Rico. It is the only public university system in the commonwealth, with multiple campuses serving over 51,000 students. The hospital is a legally separate entity from the university, although the university appoints the majority of the hospital board and is financially accountable for the hospital. VANDEVCO LIMITED: U.S. Trustee Unable to Appoint Committee ---------------------------------------------------------- The U.S. Trustee for Region 18 on Jan. 19 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 cases of Vandevco Limited and Orland Ltd. About Vandevco Ltd. and Orland Ltd. Vandevco Ltd. and Orland Ltd. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Lead Case No. 20-42710) on Dec. 6, 2020. At the time of the filing, Vandevco disclosed $31,601,920 in assets and $74,827,369 in liabilities. Orland disclosed total assets of $5,171,583 and total liabilities of $62,193,017. Judge Mary Jo Heston oversees the cases. Joseph A. Field, Esq., at Field Jerger, LLP, is the Debtors' counsel. VENUS CONCEPT: Reports Preliminary Revenue Results for Q4 2020 -------------------------------------------------------------- Venus Concept Inc. reported preliminary unaudited revenue results for the three months ended Dec. 31, 2020 and introduced revenue guidance expectations for the twelve months ended Dec. 31, 2021. Management Commentary: "We continued to see improvements in the operating environment in our key markets in the fourth quarter as evidenced by the 22% to 27% growth quarter-over-quarter implied by our preliminary revenue range," said Domenic Serafino, chief executive officer of Venus Concept. "The improvement in growth trends as compared to the third quarter was driven by strong procedure-related activity in both our aesthetics and hair restoration businesses, and strong system sales results which were driven by sales of our Venus Bliss and expanded adoption of our ARTAS iX. Importantly, while the recovery in capital equipment demand in the aesthetics and hair restoration markets remains challenged due to COVID-19, our focused commercial strategy is helping us maximize our opportunities to drive adoption." Mr. Serafino continued: "While the near-term outlook has been challenged by this global pandemic, we continue to believe the long-term opportunity remains extremely compelling for us as a leading player in both the global minimally invasive/non-invasive medical aesthetics market and the minimally invasive surgical hair restoration market. We introduced our revenue guidance for fiscal year 2021, which calls for year-over-year growth in a range of 27% to 31%. Additionally, we expect that the reduction in the operating expense profile of the combined company, achieved in 2020, will position us well to drive strong operating leverage in 2021 and beyond. Finally, we enter 2021 with a significantly enhanced balance sheet and financial condition as a result of the notable announcements we made in December including a new loan agreement, refinanced long-term debt obligations and net proceeds from our recent public offering. Together, these activities and our prudent operating expense control this year, resulted in approximately $30 million in cash at year-end to support our future growth initiatives." Preliminary Fourth Quarter 2020 Revenue Summary: * Preliminary total GAAP revenue for the three months ended Dec. 31, 2020 is expected to be in the range of $25.3 million to $26.3 million, compared to total GAAP revenue of $31.9 million for the fourth quarter of 2019, representing a decrease of 24% to 21% year-over-year. Preliminary Fiscal Year 2020 Revenue Summary: * Preliminary total GAAP revenue for the twelve months ended Dec. 31, 2020 is expected to be in the range of $77.5 million to $78.5 million, compared to total GAAP revenue of $110.4 million for the twelve months ended Dec. 31, 2019, representing a decrease of 37% to 36% year-over-year. Fiscal Year 2021 Revenue Guidance: * Assuming no significant and persistent resurgence of COVID-19 and related lockdown measures in key markets that would negatively impact the Company's customer base, total revenue for the twelve months ending Dec. 31, 2021 is expected to be in the range of $98.0 million to $103.0 million, representing an increase of approximately 27% to 31% year-over-year, compared to the preliminary total GAAP revenue range for fiscal year 2020 of $77.5 million to $78.5 million. About Venus Concept Toronto, Ontario-based Venus Concept Inc. is an innovative global medical technology company that develops, commercializes, and delivers minimally invasive and non-invasive medical aesthetic and hair restoration technologies and related practice enhancement services. The Company's aesthetic systems have been designed on a cost-effective, proprietary and flexible platform that enables the Company to expand beyond the aesthetic industry's traditional markets of dermatology and plastic surgery, and into non-traditional markets, including family and general practitioners and aesthetic medical spas. In the years ended Dec. 31, 2019 and in 2018, a substantial majority of its systems delivered in North America were in non-traditional markets. Venus Concept incurred a net loss of $42.29 million in 2019 following a net loss of $14.21 million in 2018. As of Sept. 30, 2020, the Company had $147.01 million in total assets, $110.37 million in total liabilities, and $36.65 million in total stockholders' equity. MNP LLP, in Toronto, Canada, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has reported recurring net losses and negative cash flows from operations, which raise substantial doubt about the Company's ability to continue as a going concern. VIDEO RIVER: Hires George Sharp as Consultant --------------------------------------------- Video River Networks, Inc. and George A. Sharp executed a consulting agreement effective Jan. 8, 2020. The term of the Agreement is two months. Under the Agreement, Mr. Sharp will receive a total compensation of $40,000. The Company's purpose for hiring the consultant was to help the company in removing the "Caveat Emptor" designation applied by the OTC Market Group. About Video River Headquartered in Torrance, California, Video River Networks, Inc. has two lines of real estate business: (1) promote and preserve affordable housing and economic development across urban neighborhoods in the United States; and (2) acquire hold and manage specialized assets including hemp and cannabis farms, dispensaries, CBD related commercial facilities, industrial and commercial real estate, and other real estate related services to the CBD and the legal cannabis industry. As of Sept. 30, 2020, the Company had $1.01 million in total assets, $1.09 million in total liabilities, and a total stockholders' deficit of $76,497. Dylan Floyd Accounting & Consulting, in Newhall, California, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 24, 2020, citing that the Company has an accumulated deficit of $19,150,865 for the year ended Dec. 31, 2019. These factors raise substantial doubt about the Company's ability to continue as a going concern. VIDEOTRON LTEE: S&P Assigns 'BB+' Rating to C$500MM Unsecured Debt ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB+' issue-level rating and '3' recovery rating to Quebec-based telecom and wireless provider Videotron Ltee's proposed C$500 million unsecured debt; Videotron is a fully owned subsidiary of Quebecor Media Inc. (QMI). The '3' recovery rating on the proposed debt indicated its expectations for meaningful (50%-70%; rounded estimate: 65%) recovery in a simulated default. S&P expects that the recovery rating will remain unchanged should the issuance reach up to C$1 billion. The company plans to use proceeds for general corporate purposes including the repayment of existing debt. S&P's net debt to EBITDA (S&P's adjusted) remains essentially unchanged and the rating agency's 'BB+' issuer credit rating (ICR) on QMI is unaffected. S&P said, "We continue to expect the company will generate EBITDA growth of 4%-7% over the next two years, leading leverage to trend well below 3x. We could raise the rating if QMI's adjusted debt-to-EBITDA ratio approaches 2.5x on a sustained basis, with a commitment from management against the backdrop of a mobile virtual network operator ruling that would not put QMI at a disadvantage and the Quebec competitive landscape would remain essentially unaffected." ISSUE RATINGS - RECOVERY ANALYSIS Key analytical factors -- The issue-level and recovery ratings on Videotron's and QMI's debt are unchanged. -- QMI's (the holding company) secured debt is secured by the equity interests in its operating subsidiaries (Videotron and 68.4%-owned TVA Group Inc.) and other holding company-level assets. Hence, QMI is structurally subordinated to subsidiary-level creditors. -- The current and future secured debt held by QMI's operating subsidiaries has the highest priority over their respective assets, followed by the unsecured debt held by each subsidiary. There are no cross-company guarantees among the operating subsidiaries' debt or guarantees from QMI. -- S&P's simulated default scenario incorporates the assumption that QMI will default in 2025, following deterioration in the financial performance of Videotron--by far the largest contributor to QMI's cash flow. In this highly distressed scenario, it assumes a combination of the following factors leads to a payment default at QMI: declining basic cable subscribers due to increased cord shaving, increased price competition, increased sales and marketing expenses, and higher debt from acquisitions and network investments. -- S&P has revised its multiple to 7x, comparable to cable operators with a strong market position and also to incorporate the company's meaningful portfolio of wireless spectrum holdings, which include 130 MHz in the province of Quebec and 90 MHz in the Ottawa region. -- S&P assumes the company would be reorganized or sold as a going concern as opposed to being liquidated based on its viable business model and leading market share position in the Quebec telecom market. -- Since the debt at Videotron has first priority, the enterprise value is first shared by Videotron debtholders. As a result, after the secured revolving debt is fully covered S&P estimates that senior unsecured notes for Videotron could expect meaningful (50%-70%; rounded estimate: 65%) recovery, which corresponds to a '3' recovery rating and a 'BB+' issue-level rating. -- Even though unsecured debt at Videotron has recovery close to 70%, the recovery rating for Videotron's unsecured debt is capped at '3', which is consistent with S&P's recovery rating criteria for 'BB' category rated issuers. -- There is limited value upstreamed to QMI debtholders after TVA's debtholders are paid. For QMI's secured debtholders, S&P estimates modest (30%-50%; rounded estimate: 40%) recovery, which corresponds to a '4' recovery rating and a 'BB+' issue-level rating. -- Since all enterprise value has been allocated to the secured debtholders, for QMI's unsecured notes S&P expects negligible (0%-10%; rounded estimate: 0%) recovery in distressed scenario, which corresponds to a '6' recovery rating and a 'BB-' issue-level rating (two notches below the ICR). Simulated default assumptions -- Simulated year of default: 2025 -- Emergence EBITDA: C$739 million -- EBITDA multiple: 7x -- Simplified waterfall: for QMI -- Net recovery value after administrative expenses (5%): C$4.9 billion* -- Obligor/non-obligor valuation split: 96%/4% -- Secured first-lien debt: C$265 million -- Value available for secured claim (less value for Videotron and TVA): C$106 million -- Recovery range: 30%-50% (rounded estimate: 40%) -- Estimated senior unsecured debt and pari passu deficiency claims: C$1.85 billion -- Recovery range: 0%-10% (rounded estimate: 0%) *Includes enterprise value from Videotron and TVA. Simplified waterfall: for Videotron -- Multiple: 7.0x -- Net recovery value for waterfall after administrative expenses (5%): C$4.7 billion -- Estimated priority claims: C$1.32 billion -- Remaining recovery value: C$3.4 billion -- Senior unsecured debt and pari passu claims: C$4.8 billion -- Recovery range: capped at 50%-70% (rounded estimate capped at 65%) WAVE COMPUTING: Asks Conditional Nod to Sell All Assets for $57.5M ------------------------------------------------------------------ Wave Computing, Inc. and affiliates asks the U.S. Bankruptcy Court for the Northern District of California to conditionally authorize the sale of substantially all assets for $57.5 million cash, plus assumption of certain liabilities and obligations. A hearing on the Motion is set for Feb. 18, 2021, at 10:15 a.m. In accordance with the Court's Sealing Order, the identity of the Stalking Horse Bidder is confidential. The parties-in-interest may request an unredacted version of the Stalking Horse Agreement pursuant to the procedures set forth in the Sealing Order. For months prior to the Petition Date, the Debtors investigated various strategic alternatives, ranging from raising or financing capital to selling some or all of their assets. Ultimately, they did not receive a satisfactory offer prepetition. Although they received various indications of interest ("IOIs"), the Debtors struggled in the marketplace, finding that the liabilities that accrued during the commercialization efforts of previous years were too great to attract the needed liquidity infusion and ultimately did not receive a satisfactory offer prepetition. Since the commencement of these cases, the Debtors have pursued a dual-track strategy involving either a refinancing of the company's current capital structure, as described in more detail in the Plan, or a sale of substantially all of the Assets to one or more a third parties. In furtherance of the Sale track of this strategy, the Debtors retained Armory Securities, LLC as its investment banker in August 2020 to assist them in continuing to market the Assets and establish a sale process designed to generate maximum value for all creditors and other parties in interest. Despite Armory Securities' exhaustive efforts to market the Debtors' Assets in a value-maximizing manner within the time constraints posed by the Debtors' liquidity crunch, by the end of November, none of the IOIs met the $52.5 million minimum bid required for an auction as set forth in the Fifth Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and its Debtor Affiliates. Accordingly, the Debtors determined it was in the best interest of the estates to move forward with the Restructuring, and on Nov. 20, 2020, the Court approved the Disclosure Statement. It was not until after the hearing to approve the Disclosure Statement that a certain potential purchaser began discussions in earnest with Armory Securities regarding a proposed competitive bid to purchase the Debtors' Assets. The Stalking Horse Bidder signed a non-disclosure agreement on Nov. 26, 2020 and submitted its initial bid to purchase substantially all of the Assets during the first week of December. The Debtors determined that the Stalking Horse Bidder offered terms superior to those of the Restructuring and that an Auction would be conducted as described in the Disclosure Statement. In the first three weeks of December 2020, Armory Securities, along with the Debtors and their other professional advisors, engaged in extensive, arms'-length negotiations with the Stalking Horse Bidder. These negotiations culminated in the parties' entry into that certain purchase agreement dated Dec. 10, 2020 (as may be amended from time to time), pursuant to which the Stalking Horse Bidder proposes to acquire the Debtors' Assets for approximately $57.5 million. In connection with the competitive offer, the Debtors formulated the Bidding Procedures, which allowed them to continue to market the Assets for sale to potential purchasers other than the Stalking Horse Bidder and solicit Qualified Bids from Qualified Bidders to obtain the highest or otherwise best value of the Assets for the estates. On Dec. 17, 2020, the Court entered the Bidding Procedures Order approving the Bidding Procedures and certain provisions of the Stalking Horse Agreement on an interim basis, including each party's right to terminate the Stalking Horse Agreement if the closing has not occurred by a certain date. On Dec. 21, 2020, the Debtors commenced the Auction via videoconference pursuant to the Bidding Procedures, having received only two Qualified Bids—the Stalking Horse Agreement and the Plan. Tallwood Technology Partners LLC, a Qualified Bidder, submitted an Overbid comprised of certain improvements to the value of the Plan, including an additional $7.2 million of cash. The Debtors did not receive a further Overbid from the Stalking Horse Bidder (i.e., the other Qualified Bidder). Therefore, they, as an exercise of their business judgment and in accordance with any consent and/or consultation rights provided for in the Bidding Procedures Order, selected Tallwood as the Successful Bidder and the Stalking Horse Bidder as the Backup Bidder at the conclusion of the Auction on Dec. 22, 2020. In the interest of best preserving the value of their estates, the Debtors ask the Court enters the Sale Order authorizing but not directing them to promptly proceed to close the Sale with the Stalking Horse Bidder in the event of and only after the occurrence of the Plan Termination Date. The Plan Termination Date will occur if the board of directors of Wave (or, solely in the event that a conflict of interest precludes the Board from making the decision, the Debtors' CRO) determines it its reasonable business judgment that there is a material risk that effectiveness of the Plan will not occur by March 1, 2021. The Decision Maker will make the determination no later than Feb. 22, 2021, or such later date as (i) the Debtors will determine with the consent of the Committee; or (ii) will be set by further order of the Court. By the Motion, the Debtors ask the entry of the Sale Order conditionally (i) authorizing the sale of their Assets free and clear of all liens, claims, encumbrances, and other interests; (ii) approving the Stalking Horse Agreement; (iii) authorizing the assumption and assignment of executory contracts and unexpired leases; and (iv) granting related relief. With respect to the relief described in (i) to (iii), they ask that such relief only go into effect if the Plan Termination Date occurs. The Assets the Debtors are proposing to sell are therefore comprised primarily of, but are not limited to, (i) Receivables; (ii) Intellectual Property and the rights thereto; (iii) Intellectual Property Licenses and the rights thereto; (iv) Inventory; (v) Products, (including those set forth on Schedule 2.1(d) of the Stalking Horse Agreement, as such schedule may be supplemented pursuant to the Stalking Horse Agreement); (vi) customer deposits and security deposits for rent; and (vii) Equipment. The salient terms of the Stalking Horse Agreement are: a. Purchase Price: $57.5 million in cash plus the assumption of the Assumed Liabilities b. On the Closing Date and concurrently with the Closing, all then existing or thereafter arising obligations, Liabilities and Liens, against or created by the Sellers, any of their Affiliates, or the bankruptcy estate, to the fullest extent permitted by section 363 of the Bankruptcy Code, will be fully released from and with respect to the Purchased Assets. c. The closing of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II of the Stalking Horse Agreement will take place via electronic exchange of closing documents and signature pages on the date that is two Business Days after the satisfaction of the conditions set forth in Sections 10.1, 10.2 and 10.3 of the Stalking Horse Agreement (or the waiver of any condition by the Party entitled to waive that condition). d. The Stalking Horse Bidder's purchaser deposit serves as the Stalking Horse Bidder's Good Faith Deposit. e. The Debtors were authorized by the Court to enter into the Stalking Horse Agreement on an interim basis for purposes of the Auction; as well as approval of Sections 4.4, 4.7, 7.2, 8.1, 8.2, 8.3 and 13.2 of the Stalking Horse Agreement pending final approval of the Stalking Horse Agreement. f. The Debtors and the Stalking Horse Bidder intend for any Transfer Taxes to be exempt under section 1146 of the Bankruptcy Code. To the extent section 1146 of the Bankruptcy Code does not exempt a Transfer Tax, however, the Debtors and the Stalking Horse Bidder will each be responsible for 50% of any such Tax. g. The Debtors propose to sell the Assets to the Stalking Horse Bidder free and clear of all Liens, claims and encumbrances, including any claims of successor liability. h. The Debtors ask a waiver of the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d). h. The Stalking Horse Bidder has agreed to accept no breakup fees, expense reimbursement or any other bid protections. The Debtors request that the Court schedules the Sale Hearing on or as soon as reasonably practicable after Feb. 18, 2021, at 10:15 a.m. (PT). To facilitate and effect the Sale of the Assets, the Debtors ask authority to assume and assign certain of their contracts and unexpired leases consistent with the procedures established in the Bidding Procedures Order. In the event the Debtors want to close the Sale to the Stalking Horse Bidder, they will provide prompt written notice to all potentially affected counterparties. The Contract Objection Deadline is three Business Days after the non-Debtor counterparty is notified. The Debtors ask that the Sale Order be made effective as of the Plan Termination Date and provide that the 14-day stays under Bankruptcy Rules 6004(h) and 6006(d) are waived. About Wave Computing Wave Computing, Inc. -- https://wavecomp.ai -- is a Santa Clara, Calif.-based company that revolutionizes artificial intelligence (AI) with its dataflow-based solutions. Wave Computing and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal. Lead Case No. 20 50682) on April 27, 2020. At the time of the filing, Debtors had estimated assets of between $1 million and $10 million and liabilities of between $50 million and $100 million. Judge Elaine M. Hammond oversees the cases. The Debtors have tapped Sidley Austin, LLP as their bankruptcy counsel, Affeld Grivakes LLP as conflict counsel, Paul Weiss Rifkind Wharton & Garrison LLP as special counsel. Lawrence Perkins, chief executive officer of SierraConstellation Partners LLC, is Debtors' chief restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 18, 2020. The committee is represented by Hogan Lovells US, LLP. On Nov. 20, 2020, the Court approved the Fifth Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and its Debtor Affiliates. YOUNGEVITY INTERNATIONAL: Provides Business Update in Open Letter ----------------------------------------------------------------- Youngevity International, Inc. issued an open letter to shareholders. Dear Shareholders, First, the management team at YGYI would like to extend well wishes for a happy, healthy, and prosperous 2021. We entered 2020 with a great deal of optimism and we were confident that we had the Company well positioned for a solid year. Although COVID-19 has negatively impacted so many of us, our Company included, meeting our financial reporting requirements became a challenge we were unable to overcome in 2020. On November 19, 2020, as you know, we issued a press release announcing the delisting of YGYI's securities from The Nasdaq Stock Market LLC ("Nasdaq"). The delisting was based upon our non-compliance with the filing requirements set forth in Nasdaq Listing Rule 5250 (c)(1) for failing to file our Form 10-K for the year end December 31, 2019, and Forms 10-Q for the periods ended March 31, 2020, June 30, 2020 and September 30, 2020. We understand and shared in the disappointment this announcement caused our team and our shareholders. Our intention, as stated in the press release, continues to be our drive to get current in our financial reporting and relisting on Nasdaq or another national securities exchange. As promised, we are issuing this shareholder communication letter to provide an update on our progress. We greatly appreciate your patience and understanding as we are working through this important process. Restatement & Listing Update As previously announced YGYI has engaged MaloneBailey, LLP as our auditors and we have been diligently working to complete our 2019 and 2020 quarterly and annual financial statement filings. The challenge we faced delivering our financial statements timely was due to a revenue recognition issue related to our green coffee distribution business with a related party. This revenue recognition challenge was isolated to our operations in Nicaragua. We are proceeding as expeditiously, and thoroughly, as possible with our new auditors to complete any restatements that may be required and remain focused on becoming current on our financial reporting. Our goal is to complete this process as quickly as possible, filing our 2019 financial reporting on or before March 15, 2021. We anticipate completing our 2020 quarterly and annual reports by May 15, 2021. The Company and its auditors have set a goal and anticipate being on a current reporting cadence by July 15, 2021. The Company's common stock is expected to trade on the OTC Pink Market until such time that the Company may apply for relisting to a national securities exchange. To that end, we intend to ramp up its efforts to strengthen its internal controls and financial reporting to expedite the relisting process. Business Update YGYI continues to operate in three distinct business segments: Direct Selling ("DSS"), Commercial Coffee ("CC") and Commercial Hemp Segment ("CHS"). On March 12, 2020, we announced plans to consider the divestiture of its Direct Selling Segment, however, at this time, we remain committed to leveraging the full capabilities of all three business segments to maximize revenue growth and profits. We may explore divestiture discussions after we become current with our financial reporting, have addressed any material weaknesses in its financial reporting, and fully evaluated our opportunities to move back to a national exchange. All of our segments have been employing cost-cutting measures, including staff reductions, limits on travel, reducing fixed overhead, and eliminating unnecessary expenses. Although staff has been reduced across the enterprise, the remaining team members are picking up the slack by doing whatever it takes to make the business run as efficiently as possible, and we are fully operational. The Direct Selling Segment, due to COVID-19 restrictions, was forced to eliminate many marketing initiatives including annual conventions, incentive trips and quarterly road shows. However, the business has been implementing virtual events wherever possible to keep the field engaged and active. DSS added exciting new products in 2020 including a host of products that have been keenly focused on current consumer interests and demands including, Beyond Tangy Tangerine 2.5 (BTT 2.5), Beyond Immune FX, Collagen Peptides Joint Support, and Ultimate Zinc and Ultimate Iodine Tinctures. Additionally, the Company has drastically improved both the functionality of its Youngevity.com and hempfx.com web sites, which is making the buying process easier for our distributors and customers. DSS will continue to enhance and streamline its product offering wherever possible. The Commercial Coffee ("CC") Segment has faced a challenging year in 2020 predominantly due to COVID -19 and its impact on the cruise line industry, as well as the delays it caused in getting its new mill operations up and running for the 2021 season. Significant reduction in revenue from our cruise line customers, which represented approximately 16% of CC's 2019 gross revenues, has negatively impacted the Company. Fortunately, CC has seen a pickup in its private label and branded business with more consumers drinking coffee at home due to the pandemic. This helped to partially offset some of the negative impact from the cruise line industry. The CC Segment, as documented in its public filings, faced revenue recognition challenges for its green coffee distribution business in 2019 due to related party transactions and the materiality of same. This impacted the timely financial filings of the of the Company's financial statements. This challenge had a negative spillover effect into 2020. Moving into 2021 the CC segment has contracts for $35 million of gross revenue for green coffee distribution to ship throughout the year and we are optimistic that the cruise line business will begin sailing again the summer of 2021. The Commercial Hemp Segment has faced a number of challenges and beginning in the 3rd quarter of 2020 began a process to change over its management team. This changeover was completed by the end of 2020 and the Company believes it has strong leadership in the right positions to drive future growth. CHS added a new Division President that has over 30 years of experience running one of the premier manufacturing companies in supplements and hemp-based product and has senior executives in place focused on sales as well as R&D and formulation. The CHS segment obtained its cGMP certification at the end of 2020. The segment has shifted toward finished goods manufacturing and now manufactures a number of finished products for white label and private label including Soft Gels, Tinctures, Gummies, Creams, and Ointments featuring hemp derived ingredients. CHS, with the expertise of its new division President, is in the process of examining whether its cGMP certified facility can be leveraged to produce products that are currently manufactured by third parties for our DSS segment. Enhancing the Board and Senior Leadership We have substantially strengthened the YGYI management team and Board, improved controls and coordination within the Company, and enhanced our governance. Since mid-2020, we have made the following updates to our leadership team: * Bill Thompson was appointed CFO of the Company with a 100% focus in this area. * Dave Briskie retained the position of president and Board Member and has added the role of chief investment officer relinquishing his part time role of CFO to Bill Thompson. * The Board has added Dan Dorsey who also is on the audit committee. Dan Dorsey replaced the board seat vacated when Bill Thompson became the CFO of the Company. * The Company has added a new division President to the Commercial Hemp/Supplement Manufacturing Segment as well as a Director of R&D. Moving Forward In summary, despite the disappointing challenges that we faced at the end of 2020, we have continued to move our business forward, expanding our management team capabilities, and building a more efficient enterprise while implementing additional governance best practices, oversight, and control measures. We will continue working towards completing the restatement and implementing measures to improve day-to-day operations, and work tirelessly to transform our Company in a manner that better leverages our core assets and capabilities and works toward delivering long-term value for shareholders. We would like to thank you for your continued support of YGYI. Additionally, we would like to thank our employees, their families, and our customers for their faithfulness, incredible loyalty and support during what has been a challenging time for the Company and in consideration of the pandemic. We pledge to do all that we can within our control to put the Company back on track with transparency and timely current filings of its financial information. Stay safe and healthy. Steve Wallach Dave Briskie CEO, and Chairman of the Board President and CIO, Board Member Bill Thompson Chief Financial Officer About Youngevity Chula Vista, California-based Youngevity International, Inc. -- https://ygyi.com -- is a multi-channel lifestyle company operating in three distinct business segments including a commercial coffee enterprise, a commercial hemp enterprise, and a multi-vertical omni direct selling enterprise. The Company features a multi country selling network and has assembled a virtual Main Street of products and services under one corporate entity, YGYI offers products from the six top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. Youngevity reported a net loss attributable to common stockholders of $23.50 million for 2018 following a net loss attributable to common stockholders of $12.69 million for 2017. As of Sept. 30, 2019, the Company had $141.18 million in total assets, $85.01 million in total liabilities, and $56.17 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 15, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. [*] 100+ Gas and Oil Firms Went Bankrupt in 2020 ------------------------------------------------ Paul Takahashi of Houston Chronicle reports that more than 100 oil and gas companies declared bankruptcy in 2020 after the coronavirus pandemic plunged the energy sector into the worst downturn in a generation. Forty-six exploration and production companies and 61 oil-field service companies filed for Chapter 11 bankruptcy last 2020, according to Haynes and Boone, a Dallas law firm tracking bankruptcies. The 107 oil and gas bankruptcies in 2020 were the most since 142 bankruptcies were filed during the last oil bust in 2016. "Since 2015, more than 500 bankruptcies have been filed in the North American oil and gas industry," Haynes and Boone said in its latest bankruptcy report published this month. "In hindsight, 2020 stands out over this dismal period for the industry setting a number of records." Oil and gas companies have been hit hard by the coronavirus pandemic, which crushed global demand for crude and petroleum products such as gasoline and jet fuel. Unlike past downturns, oil and gas companies have been under increased financial pressure after many investors pulled out of the sector in 2018 after years of low-to-middling performance. Several energy companies said they were forced to file for bankruptcy after lenders pulled credit lines as revenue dried up. More than a fifth of the bankruptcies last year -- 14 exploration and production companies and nine oil-field service companies -- brought more than $1 billion of debt to court. Multibillion-dollar bankruptcy cases were filed by Chesapeake Energy ($11.8 billion), Diamond Offshore Drilling ($11.8 billion) and California Resources ($6.3 billion). Ultra Petroleum filed for its second bankruptcy in five years, bringing $5.6 billion to court in 2020. Since the previous oil bust ended in 2016, oil and gas companies brought more than $286 billion of debt to court. During 2020 alone, more than $98 billion has been brought to court, compared with $70.3 billion during the previous oil bust, Haynes and Boone said. The mounting bankruptcies are expected to lower U.S. shale oil production by about 200,000 barrels, or 25 percent, by the end of 2021, according to an analysis by Norwegian energy research firm Rystad. This production loss from bankrupt companies in the Eagle Ford of South Texas and Bakken of North Dakota will eat into the U.S. production growth expected this year. About 800,000 barrels per day of oil production is operated by exploration and production companies that have filed for bankruptcy protection in 2019 and 2020. Rystad anticipates that production from this group will decline further to 600,000 barrels per day by late-2021 as bankrupt companies contend with limited capital budgets. "Chapter 11 filings affect the whole industry," Artem Abramov, head of shale research at Rystad Energy, said in a statement. "Most of the growth in US tight oil which was expected towards the end of 2021 is at risk to be offset by the decline in output from companies that have filed for restructuring in the last two years, as most of them are currently in their base decline phase with limited new well activity." [*] AIRA Announces 2 CDBV Certification Awards ---------------------------------------------- Rendering financial advisory services in the business turnaround, restructuring, and bankruptcy practice areas requires both special knowledge and extensive relevant experience. In 2004, the Association of Insolvency and Restructuring Advisors (AIRA) launched the Certification in Distressed Business Valuation (CDBV) program to train and accredit professionals in the highly specialized area of distressed asset valuation including the valuation of distressed and insolvent companies. The CDBV program requires the successful completion of an intensive three-part course of study and uniform written examination and demonstration of practical knowledge by case experience and references. Having completed the requirements for certification, AIRA has awarded the following members CDBV certification: -- Robert Crockett, Ernst &Young, Camana Bay, Grand Cayman -- Kevin Tavakoli, SOLIC Capital Advisors, LLC, Evanston, IL The Association of Insolvency and Restructuring Advisors (AIRA) is a nonprofit professional association serving financial advisors, accountants, crisis managers, business turnaround consultants, lenders, investment bankers, attorneys, trustees, and other individuals involved in the fields of business turnaround, restructuring, bankruptcy, and insolvency. AIRA's mission is to (i) Unite and support professionals providing business turnaround, restructuring, and bankruptcy services, and (ii) Develop, promote, and maintain professional standards of practice, including a professional certification through its CIRA and CDBV programs. For additional information on AIRA, visit www.aira.org. For additional conference and program information, visit https://aira.org/conference [*] SCOTUS Issues Opinion on Property Possession of Estate Property ------------------------------------------------------------------- Beverly Weber and Rachel Zender of Armstrong Teasdale LLP wrote an article on Mondaq titled "United States: SCOTUS Issues Opinion On Possession Of Property After A Bankruptcy Petition Filing." On Jan. 14, 2021, the United States Supreme Court issued an opinion (City of Chicago, Illinois v. Fulton et al.) that mere possession of estate property after a bankruptcy petition filing "does not violate 11 U.S.C. Sec. 362(a)(3), which operates as a 'stay' of 'any act' to 'exercise control' over the property of the estate." Accordingly, if a creditor lawfully takes possession of a debtor's asset pre-bankruptcy, the retention of that asset is not a violation of the bankruptcy stay. In Chicago v. Fulton, Fulton had her vehicle impounded by the City of Chicago for failure to pay fines. Subsequently, Fulton filed a Chapter 13 bankruptcy petition and the City filed a proof of claim asserting it was a secured creditor. Fulton then requested the City return her vehicle but the City refused her request. The bankruptcy court found the City was required to return the vehicle, following Thompson v. General Motors Acceptance Corp., 566 F. 3d 699 (7th Cir. 2009), which held that creditors must comply with the automatic stay and return the debtor's vehicle once a bankruptcy petition is filed. The Supreme Court granted certiorari to resolve an Appeals Court split over the issue of whether a creditor's retention of bankruptcy estate property is a violation of the automatic stay. Justice Alito wrote the unanimous opinion in Chicago v. Fulton, holding that the language in 11 U.S.C. §362(a)(3) provides that possessing estate property alone does not violate the bankruptcy's automatic stay. The interpretation of the term "stay" is that it prohibits affirmative actions that would change the status quo of the estate property. For example, while holding property that was repossessed pre-bankruptcy may not necessarily violate the stay, selling a repossessed asset arguably would. While this decision gives direction to creditors who have repossessed items pre-petition, it is important to note that the Supreme Court made clear that its decision in Chicago v. Fulton relates only to the retention of estate property under the automatic stay and that other remedies may be available that require creditors to return estate assets back to the debtor, such as turnover motions under 11 U.S.C. §542(a) ("[O]ne bankruptcy court has held that §542(a)'s turnover obligation is automatic even absent a court order."). While Chicago v. Fulton appears to have clarified and unified the interplay between the automatic stay and return of property repossessed prepetition, it is always recommended to seek the advice of legal counsel to confirm how best to proceed when determining whether to retain or return repossessed collateral. [^] BOOK REVIEW: GROUNDED: Destruction of Eastern Airlines ---------------------------------------------------------- Grounded: Frank Lorenzo and the Destruction of Eastern Airlines Author: Aaron Bernstein Publisher: Beard Books Softcover: 272 Pages List Price: $34.95 Order a copy today at http://www.beardbooks.com/beardbooks/grounded.html Barbara Walters once referred to Frank Lorenzo as "the most hated man in America." Since 1990, when this work was first published and Eastern Airlines' troubles were front-page news, there have been many worthy contenders for the title. Nonetheless, readers sensitive to labor-management concerns, particularly in the context of corporate restructurings, will find in this book much to support Barbara Walters' characterization. To recap: For a few brief and discordant years, Frank Lorenzo was boss of the biggest airline conglomerate in the free world (Aeroflot was larger), combining Eastern, Continental, Frontier, and People Express into Texas Air Corporation, financing his empire with junk bonds. TAC ultimately comprised a fleet of 451 planes and 50,000 employees, with revenues of $7 billion. But Lorenzo was lousy on people issues, famously saying, "I'm not paid to be a candy ass." The mid-1980s were a bad time to take that approach. Those were the years when the so-called Japanese model of management, which emphasized cooperation between management and labor, was creating a stir. The Lorenzo model was old school: If the unions give you any trouble, break 'em. That strategy had worked for him at Continental, where he'd filed Chapter 11 despite the airline's $60 million in cash reserves, in order to exploit a provision in Bankruptcy Code allowing him to abrogate his contracts with the unions. But Congress plugged that loophole by the time Lorenzo went to the mat with Charles Bryan, I AM chapter president. Lorenzo might have succeeded in breaking the machinists alone, but when flight attendants and pilots honored the picket lines, he should have known it was time to deal. He didn't. Instead he tried again for a strategic advantage through the bankruptcy courts, by filing Chapter 11 in the Southern District of New York where bankruptcy judges were believed to be more favorably disposed toward management than in Miami where Eastern was headquartered. Eastern had to hide behind the skirts of its subsidiary, Ionosphere Clubs, Inc., a New York corporation, in order to get into SDNY. Six minutes later, Eastern itself filed in the same court as a related proceeding. The case was assigned to Judge Burton Lifland, whom Eastern's bankruptcy lawyer, Harvey Miller, knew well, but Lorenzo was mistaken if he believed that serendipitous lottery assignment would be his salvation. Judge Lifland a year later declared Lorenzo unfit to run the airline and appointed Martin Shugrue as trustee. Most hated man or not, one wonders whether the debacle was all Lorenzo's fault. Eastern's unions, in particular the notoriously militant machinists, were perpetual malcontents, and Charlie Bryan was an anti-management zealot, to the point of exasperating even other IAM officers. The book provides a detailed account of the three-and-a-half-year period between Lorenzo's acquisition of Eastern in the autumn of 1986 and Judge Lifland's appointment of the trustee in April 1990. It includes the history of Eastern's pre-Lorenzo management, from World War I flying ace Eddie Rickenbacker to astronaut Frank Borman. Aaron Bernstein won numerous awards during his 20-year career as a professional journalist. He is an associated editor for Business Week. Aaron Bernstein is the editor of Global Proxy Watch, a corporate governance newsletter for institutional investors. He is also a non-resident Senior Research Fellow at the Pensions and Capital Stewardship Project at Harvard Law School. He left BusinessWeek magazine in 2006 after a 23-year career as an editor and senior writer covering workplace and social issues. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***