/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210125.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, January 25, 2021, Vol. 25, No. 24 Headlines 1 BIG RED: Seeks Approval to Hire Evans & Mullinix as Counsel 1069 RESTAURANT: March 4 Plan & Disclosure Hearing Set 323-327 MAIN ST: March 23 Plan Confirmation Hearing Set 8241 PINNACLE: Denial of Bid to Set Aside Default Judgment Affirmed ADAMS HOMES: S&P Affirms 'B' ICR on Credit Facility Renewal AEGIS TOXICOLOGY: Moody's Upgrades CFR to B3 on Growing Revenue AHI ESTATE: Court Conditionally Approves Disclosure Statement AHI ESTATE: Unsecured Creditors to Recover 49% in Liquidating Plan AMC NETWORKS: Moody's Affirms Ba2 CFR on Strong Cash Flow APPLIANCESMART INC: Unsecureds Owed in Excess of $10M to Split $50K APPLIED DNA: Promotes Judith Murrah to Chief Operating Officer ARTISAN BUILDERS: Unsecureds to Be Paid 120 Days After Sale AURA FINANCIAL: Lender Liquidating in Chapter 7 AVEANNA HEALTHCARE: S&P Affirms 'CCC+' ICR BEASLEY MEZZANINE: Moody's Rates New $280MM Secured Notes 'B3' BECTON DICKINSON: Moody's Hikes Sr. Unsecured Notes From Ba1 BOY SCOUTS OF AMERICA: LG37 Claims Severed CHICAGO BOARD OF EDUCATION: S&P Rates 2021A, 2021B GO Bonds 'BB-' CHINESEINVESTORS.COM INC: Converted to Chapter 7 Liquidation CHS/COMMUNITY HEALTH: Moody's Upgrades CFR to Caa2, Outlook Stable COMMERCIAL METALS: Moody's Rates New $300MM Sr. Unsec. Notes 'Ba2' COMMUNITY HEALTH: Unit Prices $1.78B Junior-Priority Notes Offering CRECHALE PROPERTIES: Case Summary & 16 Unsecured Creditors CRED INC: Gets Court Approval to Get Liquidation Plan Votes DELTA AIR: Pilots Ask DC Circuit for $3 Bil. Pension Case Rehearing DETROIT, MI: Moody's Assigns Ba3 Rating to $135MM Social Bonds DIAMOND OFFSHORE: Norton, Milbank Update List of Noteholder Group DIMENSION DESIGN: Gets OK to Hire Wipfli LLP as Accountant DIVIDE & CONQUER: Seeks to Hire Michael Jay Berger as Counsel DMM HOLDINGS: Court Extends Plan Exclusivity Period Until March 22 DMT SOLUTIONS: Moody's Raises Rating on 2024 Term Loan to B2 DOWNTOWN DENNIS: March 5 Plan Confirmation Hearing Set DULUTH ISD 709: Moody's Affirms Ba1 Rating on GOULT Bonds E WHALE: Hsin Chi Su Relief From Judgment Denial Affirmed EAGLE HOSPITALITY: Seeks to Pay Caretakers of 14 Closed Hotels EAST WEST: Seeks to Hire Eric A. Liepins as Counsel ENDURE DIGITAL: Moody's Assigns First Time B3 Corp. Family Rating ENKOGS1 LLC: Case Summary & 20 Largest Unsecured Creditors EQUINOX HOLDINGS: Again Seeks to Delay SoulCycle Debt Payment EXTRACTION OIL: Chapter 11 Exits Ends Its Pollution Lawsuit FADYRO DISTRIBUTORS: Seeks Court Approval to Hire Accountant FALC ENTERPRISES: Seeks to Hire Larry Otten as Auctioneer FERRELLGAS PARTNERS: Taps Moelis & Company as Investment Banker FF FUND: Murphy & McGonigle Represents Grausman, et al FIRST ADVANTAGE: Moody's Hikes CFR to B2 & Alters Outlook to Stable FORCEPOINT: Moody's Assigns First Time 'B3' CFR, Outlook Stable FRANCESCA'S HOLDINGS: Gets Court Okay to Sell Itself to TerraMar FULTON WAREHOUSE: Unsecured Creditors to Recover 50% of Claims GENERAL MOLY: Says Moly Trading at 50% to 60% of Required Price GENESIS HEALTHCARE: Taps Konstantine Sparagis as Legal Counsel GLOBAL CORE: Seeks Approval to Hire Accountant GURLEY HOUSING: Court Grants $97T in Attorneys' Fees H-CYTE INC: Appoints Ray Monteleone as New Board Chairman HERTZ GLOBAL: Court Okays $756 Mil. Deal to Dispose 120K Vehicles HIGHLINE AFTERMARKET: API Acquisition No Impact on Moody's B2 CFR HOPEDALE MINING: Amended Liquidating Plan Confirmed by Judge HOWARD HUGHES: Moody's Rates New $1.3BB Sr. Unsecured Notes 'Ba3' IMERYS TALC: Asks Court for Injunction to Stop Cyprus Talc Claims IMERYS TALC: Updates Plan to Include Asbestos Claims Pay Details INDIGO NATURAL: Moody's Rates New Notes B3, Alters Outlook to Pos. INTERPACE BIOSCIENCES: Posts $6.2 Million Net Loss in Third Quarter KANG FAMILY ENTERTAINMENT: May Use Cash Collateral Thru Feb. 10 KEIV HOSPITALITY: Unsecureds to Get 100% With Interest in 5 Years KNOWLTON DEVELOPMENT: Moody's Lowers CFR to B3, Outlook Stable LATAM AIRLINES: White & Case Represents LATAM Bondholders LIGHTHOUSE RESOURCES: Washington Tells 9th Circ. Export Appeal Moot MARX STEEL: May Use Cash Collateral Thru Feb. 14 MEG ENERGY: Moody's Gives B3 Rating on New $600MM Sr. Unsec. Notes NATIONAL MEDICAL: Lyon Financial Services Stay Motion Granted NATIONAL RIFLE ASSOCIATION: Ordered to Face NY Fraud Lawsuit NEOVASC INC: Fails to Get Premarket Approval for Reducer NGL ENERGY: Plans to Offer $2.05 Billion Senior Secured Notes NOSTALGIA FAMILY: Case Summary & 11 Unsecured Creditors NPC INTERNATIONAL: Amends Plan Amid $801M Sale to Flynn and Wendy's OELWEIN COMMUNITY: Objections Resolved; Plan Confirmed OKLAHOMA JAZZ: Seeks Court Approval to Hire Bankruptcy Attorney ONLINE KING: Court Denies Bid to Extend Time to File Plan PEMBINA PIPELINE: DBRS Gives Prov. BB(high) Rating to Sub. Notes PENOBSCOT VALLEY: Court Upholds SBA's Bankruptcy Exclusion Rule PETRA DIAMONDS: Chapter 15 Case Summary PHUNWARE INC: Regains Compliance with Nasdaq Bid Price Requirement PREMIER BIOMEDICAL: CEO Resigns, Seeks 90-Day Plan Filing Extension PURSUIT HOLDINGS: Court Orders Feldman to Show Cause PYXUS INTERNATIONAL: Sends Canadian Pot Business to CCAA RANGERS ENTERPRISE: Seeks to Hire Paul Reece Marr as Counsel RESOLUTE FOREST: Moody's Rates New $300MM Sr. Unsec. Notes 'B2' RICKEY CONRADT: $475T Unsecured Nonpriority Claim Allowed for EG RTI HOLDING: Seeks to Hire Realtyone as Real Estate Broker RUBY TUESDAY: Court Approves Chapter 11 Executive Bonus Plans RUBY TUESDAY: No Rival Bids; TCW and Goldman Poised for Takeover SEADRILL PARTNERS: Taps Sheppard Mullin as Conflicts Counsel SPEEDCAST INT'L: Chapter 11 Exit Okayed With Centerbridge as Owner SUPERIOR ENERGY: Emerging From Chapter 11 in Near Future TARGA RESOURCE: Moody's Rates New Unsec. Notes Due 2032 'Ba3' TD HOLDINGS: Signs $40M Stock Purchase Deal with White Lion TECHNICAL COMMUNICATIONS: To be Delisted from Nasdaq THOMAS FUCHS: Seeks Approval to Hire Accountant TUMBLEWEED TINY: Unsecureds to Get Share of Net Profits for 5 Years UM-BELLA LLC: Granted Use of Cash Collateral UNITI GROUP: Moody's Gives Caa2 Rating on New $750MM Unsec. Notes UNITI GROUP: Units Begin Cash Tender Offer for 8.25% Senior Notes USA GYMNASTICS: Searches for New Legal Chief as Counsel Steps Down V GARGUILO ENTERPRISES: Feb. 11 Hearing on 100% Plan Set VIDEOTRON LTEE: Moody's Rates New C$500MM Sr. Unsec. Notes 'Ba1' VIZIV TECHNOLOGIES: Seeks to Hire King & Fisher as Special Counsel WC HIRSHFELD: Fine-Tunes Plan; Sees Uptick in Leasing/Financing WEST ALLEY BBQ: Case Summary & 20 Largest Unsecured Creditors YOUNGEVITY INTERNATIONAL: Declares Monthly Dividend for Q1 2021 ZION ENGINEERING: Pipeline Engineering Firm Files for Chapter 7 [^] BOND PRICING: For the Week from January 18 to 22, 2021 ********* 1 BIG RED: Seeks Approval to Hire Evans & Mullinix as Counsel ------------------------------------------------------------- 1 Big Red, LLC seeks approval from the U.S. Bankruptcy Court for the District of Kansas to employ Evans & Mullinix, PA as its legal counsel. The Debtor needs the assistance of a legal counsel to represent it in its Chapter 11 bankruptcy proceedings and to provide customary services required in this case. The current hourly rates of Evans & Mullinix's counsel and staff are as follows: Colin N. Gotham $300 Thomas M. Mullinix $350 Paralegals $100 In addition, Evans & Mullinix will seek reimbursement for its out-of-pocket expenses. The firm has received a retainer in the amount of $25,000 which includes the filing fees of $1,738. Colin Gotham, Esq., and Thomas Mullinix, Esq., members at Evans & Mullinix, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Colin N. Gotham, Esq. Thomas M. Mullinix, Esq. Evans & Mullinix, PA 7225 Renner Road, Suite 200 Shawnee, KS 66217 Telephone: (913) 962-8700 Facsimile: (913) 962-8701 Email: cgotham@emlawkc.com tmullinix@emlawkc.com About 1 Big Red 1 Big Red, LLC, a Kansas City, Missouri-based company primarily engaged in activities related to real estate, sought Chapter 11 protection (Bankr. D. Kan. Case No. 21-20044) on Jan. 15, 2021. Sean Tarpenning, chief executive officer, signed the petition. The Debtor was estimated to have assets of $3,500,000 and liabilities of $3,094,099 as of the bankruptcy filing. Judge Robert D. Berger oversees the case. Evans & Mullinix, PA serves as the Debtor's legal counsel. 1069 RESTAURANT: March 4 Plan & Disclosure Hearing Set ------------------------------------------------------ 1069 Restaurant Group, LLC and its affiliates filed with the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, a Disclosure Statement and a Plan of Reorganization. On Jan. 15, 2021, Judge Lori V. Vaughan conditionally approved the Disclosure Statement and ordered that: * March 4, at 10:00 a.m. in Courtroom C, Sixth Floor, of the United States Bankruptcy Court, 400 West Washington Street, Orlando, Florida 32801 is the hearing to consider and rule on the disclosure statement and to conduct a confirmation hearing. * Creditors and other parties in interest must file with the clerk their written acceptances or rejections of the plan (ballots) no later than seven days before the date of the Confirmation Hearing. * Any party desiring to object to the disclosure statement or to confirmation must file its objection no later than seven days before the date of the Confirmation Hearing. * In accordance with Local Bankruptcy Rule 3018-1, the debtor will file a ballot tabulation no later than two days before the date of the Confirmation Hearing. 1069 Restaurant Group, LLC. and 7 affiliates filed a Plan of Reorganization and a Disclosure Statement on Jan. 5, 2021. The Plan provides for * Allowed Secured Claims in Classes 1 through 20 will be paid in full, over time. * Allowed General Unsecured Claims against 1069 RG in Class 21 will be paid quarterly from a Cash Flow Note based on excess cash flow. The Cash Flow Note will require a quarterly pro rata distribution of 25% of the excess funds of MCP LLC and MCP Inc. Cash Flow Payments will terminate 84 months from the Effective Date. * Allowed Unsecured Claims against affiliates in Classes 22 through 28 will be paid in full over time, without interest, from the Monthly Distribution. * The Allowed Interests in Classes 29 through 36 will carry forth after the Effective Date. A full-text copy of the order entered Jan. 15, 2021, is available at https://bit.ly/2KDalmS from PacerMonitor.com at no charge. A copy of the Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/3qRtaC7 About 1069 Restaurant Group 1069 Restaurant Group, LLC is an operator of franchised buffet restaurants. The group is the largest Golden Corral franchisee, with 33 restaurants in Florida and Georgia. 1069 Restaurant Group and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 20-05582) on Oct. 5, 2020. Eric A. Holm, manager, signed the petitions. The Hon. Lori V. Vaughan is the case judge. 1069 Restaurant Group was estimated to have assets of $10 million to $50 million and liabilities of $50 million to $100 million. The Debtors tapped Shuker & Dorris, P.A., led by R. Scott Shuker, as their counsel and Rosenfield and Company, PLLC as their financial advisor. The U.S. Trustee for Region 21 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases on Nov. 3, 2020. The committee is represented by Brinkman Law Group PC. 323-327 MAIN ST: March 23 Plan Confirmation Hearing Set ------------------------------------------------------- Judge John K. Sherwood has entered an order conditionally approving the disclosure statement contained within the Combined Plan and Disclosure Statement of 323-327 Main St., LLC dated December 29, 2020. A hearing will be held on March 23, 2021 at 10:00 am for final approval of the Disclosure Statement and for confirmation of the Plan before the Honorable John K. Sherwood, United States Bankruptcy Court, District of New Jersey, King Federal Building, 50 Walnut Street, Newark NJ. March 16, 2021 is fixed as the last day for filing and serving written objections to the Disclosure Statement and/or to confirmation of the Plan. March 16, 2021 is fixed as the last day to serve upon counsel to the Debtors ballots accepting or rejecting the Plan under D.N.J. LBR 3018-2. Attorneys for the Debtor: Brian G. Hannon John O'Boyle NORGAARD, O'BOYLE & HANNON 184 Grand Avenue Englewood, NJ 07631 Tel: (201) 871-1333 E-mail: bhannon@norgaardfirm.com joboyle@norgaardfirm.com About 323-327 Main St. 323-327 Main St LLC is the owner real property known as 323-327 Main Street, Paterson, NJ. On Sept. 30, 2020, debtors 323-327 Main St., LLC, and 38 Walnut St., LLC, filed separate voluntary petitions for relief under chapter 11 of the Bankruptcy Code. On the same day, they moved before the Bankruptcy Court for Joint Administration of their cases (Bankr. D.N.J. Case No. 20-21121). In the petition signed by Jennifer Iturralde Pina, member, 323-327 Main St LLC disclosed $4,325,000 in assets and $4,232,013 in liabilities. NORGAARD O'BOYLE & HANNON, serves as bankruptcy counsel to the Debtors. 8241 PINNACLE: Denial of Bid to Set Aside Default Judgment Affirmed ------------------------------------------------------------------- The Court of Appeals of Arizona, Division One, affirmed an order denying the motion filed by defendants MWM Forever, PLLC, and Victor Gojcaj to set aside a default judgment entered in favor of plaintiffs National Equity Consultants, LLC and 8241 Pinnacle, LLC. Pinnacle owned a single-family house used as a vacation rental property. National leased personal property to Pinnacle for use in the house, including furniture, furnishings and household goods. In 2016, Pinnacle filed for Chapter 11 bankruptcy protection. After the plan of reorganization was confirmed in early 2018, Pinnacle fell behind on payments. MWM purchased the house at a trustee's sale later that year. The trustee's deed granting title to MWM was recorded in April 2019. That same day, the defendants took possession of the house, including National's personal property, and did not provide the plaintiffs access to recover their personal property. National and Pinnacle filed a case in July 2019, alleging the defendants wrongfully converted their personal property and that MWM failed to allow access to recover the property. The plaintiffs sought $30,000 as the "minimum value of the personal property," doubled pursuant to A.R.S. Section 33-1367. The superior court entered default judgment against the defendants due to their failure to plead or otherwise timely defend. Nearly two months later, the defendants moved to set aside the default judgment, arguing there was a "mistake or possible misrepresentation" regarding the value of the household furnishings. The defendants also argued that the plaintiffs "failed to follow the proper procedural rules [in Rule 55] with respect to obtaining the default judgment." The superior court denied the defendant's motion, finding that the defendants made no showing "that their failure to defend or appear and file a timely Answer was the result of excusable neglect." The court also found there was "no new evidence discovered after the Application for Entry of Default that warrants setting aside the Default Judgment." On appeal, the defendants argued that the court (1) abused its discretion in refusing to set aside the default judgment; and (2) erred by applying the wrong standard to set aside a default judgment under Ariz. R. Civ. P. 60(b)(2) and (b)(3). The appeals court found that the defendants have not shown that the default judgment should have been set aside under Rule 60(b)(2). The court noted that there was no new evidence that warranted setting aside the default judgment, as Rule 60(b)(2) might authorize. The appeals court likewise found that the defendants have not shown that the default judgment should have been set aside under Rule 60(b)(3). The defendants argued that the damages awarded in the default judgment were based on a discrepancy in the value of the household furnishings. However, the appeals court found that even if the discrepancy resulted from mistake or misrepresentation, the defendants have presented no argument as to how such misrepresentation prevented them from fully presenting controverting evidence before entry of the default judgment, a showing required to grant relief. The case is NATIONAL EQUITY CONSULTANTS LLC, et al., Plaintiffs/Appellees, v. MWM FOREVER PLLC, et al., Defendants/Appellants, Case No. 1 CA-CV 20-0267 (Ariz. App.). A full-text copy of the Court of Appeals of Arizona's memorandum decision dated January 12, 2021 is available at https://tinyurl.com/y3pvjfpe from Leagle.com. Plaintiffs/Appellees are represented by: Richard W. Hundley, Esq. KOZUB LAW GROUP, PLC 7537 E McDonald Dr Scottsdale, AZ, 85250-6062 Tel: (480)624-2700 Defendants/Appellants are represented by: Walid A. Zarifi, Esq. KELLY MCCOY, PLC Phoenix, AZ 85071 Tel: (602)687-7433 Email: waz@kelly-mccoy.com About 8241 Pinnacle 8241 Pinnacle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 16-09064) on August 8, 2016. The petition was signed by Charles T. Sullivan, authorized representative. The Debtor is represented by Richard W. Hundley, Esq., at Berens, Kozub, Kloberdanz & Blonstein. No official committee of unsecured creditors has been appointed in the Debtor's case. On March 30, 2017, the Debtor filed a Chapter 11 plan of reorganization. ADAMS HOMES: S&P Affirms 'B' ICR on Credit Facility Renewal ----------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based homebuilder Adams Homes Inc. and its 'B+' issue-level ratings on the company's debt. At the same time, S&P revised its liquidity assessment to adequate because the company's revolving credit facility was renewed until 2022 (unrated) after it refinanced existing debt in the first quarter of 2020. The outlook is stable, reflecting its expectation for leverage of less than 3x over the next year, as new home sales in the company's southeastern U.S. markets outpace flat sales nationwide. Adams Homes Inc. refinanced its debt and extended the maturity of its revolving credit facility. In February 2020, Adams issued $225 million of unsecured notes to be used to repay all of the company's secured and mostly short-term debt and provide about $40 million of incremental cash for future growth. Around the time of the issuance, its revolver and its existing debt were current. Consequently, S&P assessed its liquidity as less than adequate. Since its issuance has been finalized and its revolver has now been renewed until 2022, S&P is now assessing its liquidity as adequate. Adams Homes is very small in scale compared with most other rated homebuilders. Its revenue base is roughly one-quarter to one-third the size of most other builders in the 'B' rating category. And the southeast U.S., and Florida in particular, account for nearly all of the company's sales. These risks heighten the potential for greater EBITDA volatility compared with larger and more geographically diversified homebuilders. Nevertheless, Adams Homes' adjusted leverage of just under 3x EBITDA is lower than that of most similarly rated peers and provides cushion for some stress at the current rating. However, if the company is more aggressive in its growth than currently forecast, S&P would estimate that additional debt would be needed to fund that growth. Adams has significant geographic concentration. Adams Homes sold about 2,820 homes in the last 12 months ended September 2020, which would place it among the 30 largest homebuilders in the country. However, it strategically targets a lower price point, so its $562 million of revenue in 2019 would rank as the second lowest among rated peers, higher than only The New Home Co. Inc. (B-/Stable). In addition, all of the closings occurred in seven southeastern U.S. states, with about two-thirds occurring in Florida. Florida, in particular, has been prone to boom and bust real estate cycles that S&P expects will recur in the future and could potentially have a more adverse impact on this regional homebuilder. S&P said, "The stable outlook reflects our expectation for adjusted leverage at less than 3x EBITDA over the next year as home sales in the company's growing southeastern U.S. markets outpace flatter sales nationwide. And while our base case scenario assumes favorable conditions in the near term, our forecast credit ratios have some cushion for deterioration if demand for homes drops moderately in Florida and other markets in the region." The rating agency expects the company to maintain stronger credit ratios than typically associated with the rating while the housing industry remains relatively healthy and stable. Therefore: In a healthy market, S&P would lower its rating on Adams Homes if the rating agency expected the company's debt to EBITDA to be sustained at more than 4x. S&P would anticipate this could occur if the company doubled the amount of debt it currently has by adding at least $250 million or more in debt in anticipation of further growth. In a weaker-than-expected housing market, S&P would expect the current cushion in credit ratios to deteriorate and it would look to a 5x debt-to-EBITDA threshold for a downgrade. The latter scenario could occur if EBITDA margins fell in excess of 400 basis points (bps) because the company offered generous incentives to move inventory and generate cash. S&P would upgrade Adams Homes if leverage were sustained well below 3x EBITDA. Given management's desire to continue to expand the company and S&P's expectation that growth will eventually be funded with additional debt, the rating agency would not expect leverage to be maintained at this low level. AEGIS TOXICOLOGY: Moody's Upgrades CFR to B3 on Growing Revenue --------------------------------------------------------------- Moody's Investors Service upgraded Aegis Toxicology Sciences Corporation's ratings, including its Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. Moody's also upgraded the senior secured first lien rating to B3 from Caa1. The rating agency also changed the outlook to stable from negative. The upgrade of the CFR reflects a material improvement in Aegis's liquidity and cash flow following a significant improvement in operating performance in 2020. This was driven by growing revenue generated from testing for COVID-19. While the company continues to face challenges in its core toxicology business, Moody's expects that COVID-19 testing tailwinds will allow Aegis to generate ample free cash flow over the next 12 months that will be applied to debt reduction. This will better position Aegis to absorb the lost earnings once demand for its COVID-19 testing wanes. Moody's expects that it will be challenging for Aegis to fully replace COVID-19 related earnings, resulting in leverage that will revert to a high level -- around 7.0x -- in 2022. However, there remains a significant amount of uncertainty around how quickly Aegis' core business will recover and whether the company can find profitable alternate uses for its expanded molecular testing capacity. Moody's took the following rating actions: Aegis Toxicology Sciences Corporation Ratings upgraded: Corporate Family Rating to B3 from Caa1 Probability of Default Rating to B3-PD from Caa1-PD Senior secured first lien revolving credit facility due 2023 to B3 (LGD3) from Caa1 (LGD3) Senior secured first lien term loan due 2025 to B3 (LGD3) from Caa1 (LGD3) Outlook action: Aegis Toxicology Sciences Corporation The outlook was changed to stable from negative. RATINGS RATIONALE Aegis's B3 CFR is constrained by the company's small size relative to much larger competitors, and its focus on toxicology testing, notwithstanding its recent expansion into COVID testing. The toxicology industry has faced challenges in the past and Moody's believes it will continue to face longer term pricing pressure and the potential for meaningful Medicare rate cuts after 2022. The strong demand for COVID-19 testing has resulted in unprecedented earnings growth in 2020, which significantly reduced Aegis's exposure to toxicology testing and led to a rapid reduction in leverage. However, Moody's expects that Aegis's earnings will contract substantially once the pandemic ebbs and the need for testing for COVID-19 is reduced. Moody's expects that adjusted debt/EBITDA will be in the 3.0-4.0x range in 2021 before reverting to a high level (around 7.0x) in 2022. Moody's expects Aegis to maintain good liquidity and generate at least $40 million of free cash flow over the next 12 months. As of December 31, 2020, the company had $35 million drawn on its $50 million revolving credit facility that expires in May 2023. However, Moody's expects that free cash flow will be applied to repay the outstanding amount on its revolver in 2021, as well as further term loan repayment. Liquidity is further supported by roughly $20 million of cash as of December 31, 2020 and no meaningful debt maturities until 2023. The stable outlook reflects Moody's expectation that the company will generate positive free cash over the next 12-18 months and will use substantially all excess free cash flow to pay down debt. The stable outlook also incorporates Moody's view that, once the revenue from COVID-19 testing recedes, debt/EBITDA will be sustained close to 7.0x and Aegis will generate modestly positive free cash flow. Social risks include the potential for further Medicare rate cuts as a result of changes to the laboratory payment fee schedule. Social risk also arises from reputational harm caused by fraud and abuse that has been an issue in the laboratory testing industry. With respect to governance, the company has a mixed track record due to material accounting issues that have depressed earnings and led to material customer losses and management changes in recent years. Further, Aegis' private equity ownership increases governance risk. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if Aegis does not repay debt over the next 12 months, while earnings and cash flow remain buoyed by COVID-19 testing. Failure to grow its core toxicology testing business or expand into other types of testing once the pandemic ebbs could also result in a downgrade. Specifically, if earnings decline materially such that adjusted debt/EBITDA is expected to be sustained above 7.0x, the rating could be downgraded. The ratings could also be downgraded if liquidity weakens or if Aegis fails to generate positive free cash flow. Other factors that could lead to a downgrade include a shareholder distribution, debt funded acquisition or further internal control issues. An upgrade is unlikely in the near-term, however, the ratings could be upgraded if the company demonstrates a material expansion in scale, sustained earnings and cash flow growth, and proven ability to expand its core business and its profitability. Aegis Toxicology Sciences Corporation, headquartered in Nashville, TN, is a specialty toxicology laboratory providing services to the healthcare, sports, workplace and biopharma industries. Aegis is privately-owned by affiliates of financial sponsor ABRY Partners II, LLC (ABRY). Aegis generated revenue of approximately $250 million in 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. AHI ESTATE: Court Conditionally Approves Disclosure Statement ------------------------------------------------------------- Judge James M. Carr has entered an order conditionally approving the Disclosure Statement of AHI Estate, LLC. The hearing to consider final approval of the Disclosure Statement and confirmation of the Plan and any objection or modification to the Plan will be held on February 25, 2021 at 11:00 a.m. EST, by telephonic means, dial 888-273-3658; access code 6349352. Any objection to the Disclosure Statement must be filed and served on or before Feb. 22, 2021. Any objection to the confirmation of the Plan must be filed and served on or before Feb. 22, 2021. On or before Jan. 27, 2021, the Debtor must mail the plan, disclosure statement, a ballot for accepting or rejecting the Plan, and a copy of this order to all creditors. No later than Feb. 17, 2021, the Debtor must tabulate the ballots, certify the ballot report, and file both the ballot report and certification. Any ballot accepting or rejecting the Plan must be delivered on or before Feb. 11, 2021, to the plan proponent. About Auxilius Heavy Industries Based in Carmel, Indiana, Auxilius Heavy Industries, LLC, is a privately held company that operates in the wind industry. The company offers wind turbine services, including blade inspections and repairs, end of warranty inspections, turbine cleaning, and supplemental manning. The company serves wind farms located in the following states: California, Colorado, Illinois, Indiana, Iowa, Michigan, Nebraska, New Mexico, Texas, and Pennsylvania. It also has offices located in Los Angeles, Calif.; Bradfod, Ill., and Fowler, Ind. Auxilius Heavy Industries filed for chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 20-01963) on March 26, 2020, with total assets of $639,911 and total liabilities of $2,025,877. The petition was signed by Michael Kidwel, president. The Hon. James M. Carr presides over the case. The Debtor tapped KC Cohen, Lawyer, PC, as its legal counsel and Sanders Tax Service as its accountant. Ken Wolff and Stan Mills of Richey, Mills & Associates, LLP, serve as the Debtor's financial advisor and forensic accountant, respectively. * * * Auxilius Heavy Industries won approval to sell substantially all of its assets to Kachina Consulting, LLC, for $1.65 million. It also won approval to sell its accounts receivable to Kachina Consulting for 82.5% of the actual outstanding balance of the accounts. As part of the sale process, the Debtor sold its name to the buyer for use as a trade style, and accordingly changed its name to AHI Estate, LLC. AHI ESTATE: Unsecured Creditors to Recover 49% in Liquidating Plan ------------------------------------------------------------------ AHI Estate, LLC, formerly known as Auxilius Heavy Industries, LLC, filed its Chapter 11 Plan of Liquidation and Disclosure Statement to distribute to creditors the remaining proceeds from the sale of substantially all of the Debtor's assets and other financial recoveries. Auxilius Heavy Industries was formed as an Indiana limited liability company in 2013 for the purpose of providing maintenance services for the wind turbine industry. In the court-sanctioned sale process, the highest going concern bid was over $1.2 million with a down payment of $390,000 and $750,000 in the form of an unsecured note calling for 6 semiannual installments of $88,568, (the "Sale Note"), making it clearly the best bid received in the process. On Dec. 9, 2020 that sale closed, the Debtor paid its prepetition lender in full and deposited the balance of the sale proceeds in its accounts. It had already paid the DIP loan in full from cash generated by operations. All of the non-exempt estate assets have been converted to cash in the operating account of the Debtor, and counsel is holding some funds reflected in the trust for distribution to creditors. Other than the recovery actions described there are no other known assets of the Debtor. The Plan will be implemented by empowering a Liquidating Agent to monitor the collection of payments to be made by the buyer under the Sale Note and recovery actions pursued by the estate, calculate and make payment and report to creditors on the status of such collections, and manage related responsibilities for reporting and paying any tax liabilities to governmental authorities. Given the experience with the sales process and chapter 11 in general, the Liquidating Agent shall be Richey, Mills & Associates, LLP, the Debtor's financial advisor and forensic accountant. The Plan proposes to have Debtor and its counsel pursue the chapter 5 recoveries and engage the Liquidating Agent to pay creditors from the funds on hand and to be collected in accordance with the Bankruptcy Code priority of claims. Administrative and priority claims, which are essentially Debtor's professionals, tax and employee claims, are paid first and in full. The remaining general unsecured claims then are paid pro rata from funds available. Class 1 consists of the Allowed Priority Claims with $400,000 projected allowed claim amount and 100% projected recovery. Allowed Priority Claims shall receive a pro rata distribution of the amount left after administrative claims are paid in full. Class 1 is impaired and is therefore entitled to vote for the Plan. Class 2 consists of the Allowed General Unsecured Claims which will be paid pro rata from funds remaining after satisfaction of Class 1 claims. This Class has $1.8 million of projected allowed claim amount and 49% projected recovery. Class 2 is impaired and is entitled to vote for the Plan. A full-text copy of the Disclosure Statement and Plan of Liquidation dated Jan. 19, 2021, is available at https://bit.ly/3iH0s42 from PacerMonitor at no charge. Attorney for the Debtor: KC Cohen, Esq. KC COHEN, LAWYER, PC 151 N. Delaware St., Ste. 1106 Indianapolis, IN 46204-2573 Tel: 317-715-1845 E-mail: kc@esoft-legal.com About Auxilius Heavy Industries Based in Carmel, Indiana, Auxilius Heavy Industries, LLC, is a privately held company that operates in the wind industry. The company offers wind turbine services, including blade inspections and repairs, end of warranty inspections, turbine cleaning, and supplemental manning. The company serves wind farms located in the following states: California, Colorado, Illinois, Indiana, Iowa, Michigan, Nebraska, New Mexico, Texas, and Pennsylvania. It also has offices located in Los Angeles, Calif.; Bradfod, Ill., and Fowler, Ind. Auxilius Heavy Industries filed for chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 20-01963) on March 26, 2020, with total assets of $639,911 and total liabilities of $2,025,877. The petition was signed by Michael Kidwel, president. The Hon. James M. Carr presides over the case. The Debtor tapped KC Cohen, Lawyer, PC, as its legal counsel and Sanders Tax Service as its accountant. Ken Wolff and Stan Mills of Richey, Mills & Associates, LLP, serve as the Debtor's financial advisor and forensic accountant, respectively. * * * Auxilius Heavy Industries won approval to sell substantially all of its assets to Kachina Consulting, LLC, for $1.65 million. It also won approval to sell its accounts receivable to Kachina Consulting for 82.5% of the actual outstanding balance of the accounts. As part of the sale process, the Debtor sold its name to the buyer for use as a trade style, and accordingly changed its name to AHI Estate, LLC. AMC NETWORKS: Moody's Affirms Ba2 CFR on Strong Cash Flow --------------------------------------------------------- Moody's Investors Service affirmed AMC Networks Inc.'s corporate family rating at Ba2 and its probability of default rating at Ba2-PD. Moody's assigned a Baa2 rating to AMC's senior secured credit facility, which will consist of a $500 million revolving credit facility and a $675 million term loan A. The new debt issuance is a leverage neutral transaction. The company's speculative grade liquidity rating is maintained at SGL-1. AMC's outlook remains stable. Assignments: Issuer: AMC Networks Inc. Senior Secured Bank Credit Facility, Assigned Baa2 (LGD2) Affirmations: Issuer: AMC Networks Inc. Corporate Family Rating, Affirmed Ba2 Probability of Default Rating, Affirmed Ba2-PD Senior Secured Bank Credit Facility, Affirmed Baa2 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed Ba3 (LGD4) Outlook Actions: Issuer: AMC Networks Inc. Outlook, Remains Stable RATINGS RATIONALE AMC's Ba2 CFR reflects its strong and stable cash flow driven by profitable television networks with long operating histories and extensive distribution throughout the US and internationally. The broad reach of its cable networks, combined with the company's proven ability to deliver consistently high quality and widely appealing entertainment content that generate high viewer ratings and appeal to advertisers and distributors, allows the company to obtain lucrative affiliate fees and advertising rates. AMC's distribution revenue represents approximately 68% of total revenue, of which recurring revenue streams from contractual consignment affiliate fees paid by pay TV providers represents the largest component. While Moody's expects credit metrics will weaken through Q1 2021 to reflect a full year of business disruptions from COVID-19, the company's very good liquidity supported by continuing free cash flow, cash on hand and no near-term maturities allow for flexibility to manage through the crisis. AMC's credit profile incorporates risks associated with the secular decline in traditional linear pay television distribution and the risks related to its ability to successfully transition to video-on-demand direct-to-consumer. It also incorporates the risk of customer and revenue concentration and a highly competitive environment in which programming drives viewership, subscriptions and advertising revenues. The company is also impacted by event risk concerns as the company's controlling owner, the Dolan family, has historically been comfortable with high leverage and transformative events. These risks remain balanced by the company's strong track record in programming creation and selection, as well as a solid balance sheet and cash flow generation. The company also has a strong liquidity profile as indicated by its SGL-1 rating and demonstrated by its significant cash balance of over $1 billion in cash and an undrawn revolver of $500 million. The stable rating outlook reflects Moody's expectation that the company will continue to invest in high quality programming and to pace the decline in linear TV distribution of the company's networks with its transition to direct to consumer video-on-demand growth. Moody's anticipates that overall operating performance will be supported by increasing digital and international revenues, along with cost controls and relative stability in traditional revenue streams. Weakness in the company's advertising business as well as increased costs for ramping up production and expanding the streaming business will unfavorably impact credit metrics in the near-term. However, once the economy begins to recover, Moody's believe AMC will be on track to deleverage gross debt-to-EBITDA (with Moody's standard adjustments) to under 3.5x, and will use cash to deleverage if necessary. Until that time, the company remains weakly positioned for its credit ratings. The outlook also incorporates Moody's view that AMC will continue to generate good free cash flows and maintain a solid liquidity profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade of the company's CFR could occur if management demonstrated and made a commitment to a fiscally conservative capital structure on a sustained basis and if debt-to-EBITDA leverage is sustained at or below 2.5x (including Moody's adjustments). The rating could be downgraded if management does not deleverage the company back to under 3.5x after COVID-19 crises, or if the company funds returning capital to equity investors and as a result sustains leverage above 3.5x (including Moody's adjustments) excluding the temporary impact from COVID-19. A significant debt funded acquisition could also impact the rating. A view that values were materially diminishing for cable networks and/or any potential damage to the AMC brand in particular, subscriber loss levels trend upward without an offsetting improvement in streaming revenues and reduction in debt and leverage, or a more constrained liquidity profile, could also put downward pressure on the company's ratings. With its headquarters in New York, New York, AMC Networks Inc. supplies television programming to pay-TV service providers throughout the United States. The company predominantly operates five entertainment programming networks - AMC, WE tv, IFC, Sundance TV and BBC America. Revenues for LTM 9/30/2020 were approximately $2.8 billion. The principal methodology used in these ratings was Media Industry published in June 2017. APPLIANCESMART INC: Unsecureds Owed in Excess of $10M to Split $50K ------------------------------------------------------------------- ApplianceSmart, Inc., submitted an First Amended Disclosure Statement and Plan of Reorganization. Under the Plan, Class 4 Allowed Unsecured Claims are impaired. In full satisfaction of all Allowed Unsecured Claims, the Debtor shall fund a Distribution Fund of $50,000, and each holder of an Allowed Unsecured Claim will be paid a pro rata share of its Allowed Unsecured Claim. Distributions to unsecured creditors will not be meaningful. The liquidation analysis indicates that scheduled unsecured claims total $2.955 million and proofs of claims asserting unsecured claims total $9.327 million, though these claims will still be subject to objections. The Plan is premised on the Exit Facility. Live Ventures or its affiliate shall provide the $50,000 to the Debtor for payment of the Distribution Fund, up to $200,000 for payment of the Sales Tax Obligation, and up to $100,000 for payment of allowed Administrative Claims (up to $350,000 total) through a contribution of new value to the Reorganized Debtor. All stock in the Debtor held by the equity holders will be cancelled as of the Effective Date. Ownership shares in the Debtor will be transferred to an affiliate of Live Ventures designated by Live Ventures prior to confirmation. A full-text copy of the First Amended Disclosure Statement dated January 20, 2021, is available at https://bit.ly/394VQlh from PacerMonitor.com at no charge. Counsel for the Debtor: Kenneth A. Reynolds The Law Offices of Kenneth A. Reynolds, Esq., P.C. 105 Maxess Road, Suite 124 Melville, New York 11747 Tel: (631) 994-2220 About ApplianceSmart Inc. ApplianceSmart, Inc. -- https://appliancesmart.com -- is a retailer of household appliances. ApplianceSmart offers white-glove delivery within each store's service area for those customers that prefer to have appliances delivered directly. ApplianceSmart filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13887) on Dec. 9, 2019. The petition was signed by Virland Johnson, chief financial officer. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Kenneth A. Reynolds, Esq., at The Law Offices of Kenneth A. Reynolds, Esq., P.C. is the Debtor's legal counsel. APPLIED DNA: Promotes Judith Murrah to Chief Operating Officer -------------------------------------------------------------- Applied DNA Sciences, Inc. has promoted Chief Information Officer Judith Murrah to the role of chief operating officer effective immediately. The promotion formalizes Ms. Murrah's expanding range of responsibilities that includes the development of key customer and partner relationships, QA oversight, and operations management. Ms. Murrah has been instrumental in the undertaking of capacity expansions for pooled COVID-19 surveillance testing at the Company's wholly-owned subsidiary, Applied DNA Clinical Laboratories, LLC, and for the ongoing implementation of Current Good Manufacturing Practices ("cGMP") at LineaRx, a majority-owned subsidiary of the Company. The Company believes that the implementation of cGMP at LineaRx is necessary to respond to opportunities in nucleic acid-based therapeutics - drugs and biologics – via the Company's large-scale, PCR-based LinearDNA platform. Ms. Murrah joined Applied DNA in 2013 as chief information officer and has served as the Company's secretary since 2017. Prior to joining the Company, she held leadership positions in the technology industry, including as senior director of Information Technology at Motorola Solutions, and as vice president for roles within global account sales, corporate and marketing communications, and information technology at Symbol Technologies before its acquisition by Motorola Solutions. Ms. Murrah holds an MBA from Harvard Business School and a B.S. in Industrial Engineering from the University of Rhode Island. She is an author of 14 U.S. patents. "This promotion reflects the confidence of our Board in Judy's leadership ability," said Dr. James A. Hayward, president, CEO, and chairman, Applied DNA. "As Chief Information Officer, she demonstrated exceptional judgment and led with energy and a deep commitment to our core values to drive execution across all of our business groups. We believe her execution on our COVID-19 testing strategy has us well positioned for continued client base expansion. We look forward to her continued contributions to our growth as Chief Operating Officer." Ms. Murrah is active in Long Island's business and academic community. She has co-founded and volunteers with non-profits engaging students in science, technology, engineering, and math disciplines. She serves on the boards of the Middle Country (N.Y.) Library Foundation, the Tesla Science Center at Wardenclyffe, and Stony Brook University's Center for Corporate Education. Ms. Murrah received the inaugural 2001 Diamond Award for Long Island Women Leaders in Technology and was named to the 2005 and 2006 list of Top 50 Women of Long Island. Ms. Murrah stated, "Applied DNA's cutting-edge biotechnology platform and markets drive opportunity with a business pace and operational and intellectual demand that has proven to be a rewarding period in my career. I look forward to continuing to lead and support our innovative, dedicated team into new opportunities." As the Company's chief operating officer, the Company increased Ms. Murrah's salary to an annual rate of $325,000, effective Jan. 23, 2021, from $300,000 per annum. Ms. Murrah is not party to an employment agreement with the Company. About Applied DNA Applied DNA -- http//www.adnas.com -- is a provider of molecular technologies that enable supply chain security, anti-counterfeiting and anti-theft technology, product genotyping, and pre-clinical nucleic acid-based therapeutic drug candidates. Applied DNA makes life real and safe by providing innovative, molecular-based technology solutions and services that can help protect products, brands, entire supply chains, and intellectual property of companies, governments and consumers from theft, counterfeiting, fraud and diversion. Applied DNA reported a net loss of $13.03 million for the year ended Sept. 30, 2020, compared to a net loss of $8.63 million for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $11.34 million in total assets, $5.63 million in total liabilities, and $5.71 million in total equity. Melville, NY-based Marcum LLP, the Company's auditor since 2014, issued a "going concern" qualification in its report dated Dec. 17, 2020, citing that the Company incurred a net loss of $13,028,904 and generated negative operating cash flow of $11,143,059 for the fiscal year ended Sept. 30, 2020 and has a working capital deficiency of $4,811,847. These conditions along with the COVID-19 risks and uncertainties raise substantial doubt about the Company's ability to continue as a going concern. ARTISAN BUILDERS: Unsecureds to Be Paid 120 Days After Sale ----------------------------------------------------------- Artisan Builders, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Chapter 11 Plan of Reorganization and a Disclosure Statement on January 15, 2021. Debtor was organized to act as a home builder. The construction process ceased in early 2000. ASFC, the primary construction lender, ceased issuing draws to finance construction because of Debtor's alleged default under the loan documents. As a result, ASFC initiated trustee's sales directed to all of Debtor's real property which it holds a first position deed of trust. The Debtor filed its Chapter 11 bankruptcy petition on June 24, 2020, to stay the foreclosure proceedings. The Debtor, through this Chapter 11, has two alternate ultimate goals. The first goal would be to obtain new financing to satisfy the ASFC loans and complete certain of the projects and then sell the completed residences. If new financing is not found, the Debtor will sell all parcels with the anticipated sales proceeds used to satisfy the first position loans, and all or portion of the junior loans. Any net sales proceeds remaining after payment of administrative costs would be used to pay unsecured creditors. As of this date Debtor is in contract with and negotiating with parties potentially interested in entering into a partnership or similar relationship with Debtor to complete certain of the projects, some or all of those not yet sold or under contract. If an agreement is reached, it will be subject to Court approval. An agreement, if reached, will call for new funding intended to satisfy the ASFC secured loans plus funds needed to complete construction. Class 3 consists of the secured claims of (A) America's Specialty Finance Company, LLC; (B) Real Estate Finance Corp.; (C) Kokila, LLC; (D) KJAM, LLC; and (E) Kathryn Montague each secured by the real property located at 7407 E. Minnezona Avenue, Phoenix, Arizona which is valued at $1.55 million. The Class 3(A) claimant holds a first mortgage on the real property and will have an allowed claim in the amount of $1.452 million or similar amount. Upon Court approval and closing of the transaction, ASFC will receive $1.452 million in exchange for release of its lien. The Class (B) claimant holds a deed of trust recorded in second position. REFCO will release this lien and receive nothing from sale. The Class 3(C),(D), and (E) claimants shall be treated as a Class 11 unsecured creditors and paid on a pro rata basis. Class 11 consists of General Unsecured Claims. All allowed an approved claims under this Class will be paid on a pro rata basis within 120 days following the last of the sale of Debtor's real property. Class 11 is impaired. Equity interests in Debtor will, following the sale of Debtor's real property and distributions, have their interests cancelled. The funds needed to comply with Debtor's Chapter 11 Plan shall come from the sale of Debtor's real property. A full-text copy of the Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/3pcMFok from PacerMonitor.com at no charge. Attorneys for the Debtor: The Kozub Law Group, PLC Richard W. Hundley 7537 East McDonald Drive Scottsdale, Arizona 85250 About Artisan Builders Artisan Builders, LLC, located at 17916 N. 93rd Street, Scottsdale, Arizona, is a full service general contractor specializing in custom homes. Artisan Builders sought Chapter 11 protection (Bankr. D. Ariz. Case No. 20-07501) on June 24, 2020. In the petition signed by James Guajardo, manager, the Debtor estimated assets and liabilities in the range of $1 million to $10 million. The Debtor tapped Richard W. Hundley, Esq., at The Kozub Law Group, PLC as counsel. On Oct. 20, 2020, the Court appointed Urban Blue Realty, LLC, and Nicolas Blue as Broker. AURA FINANCIAL: Lender Liquidating in Chapter 7 ----------------------------------------------- San Francisco, California-based Aura Financial Corporation filed for liquidation under Chapter 7 of the Bankruptcy Code (Bankr. D. Del. Case No. 21-10016) on Jan. 2021. According to the petition posted at PacerMonitor.com, Aura Financial, formerly known as Insikt, Inc., had $1 million to $10 million in assets and at least $50 million in liabilities as of the bankruptcy filing. AFC directly owns 100% of the equity interests in Aura Equity Holdings LLC, Insikt Acquisition LLC and Aura Financial LLC, and indirectly owns 100% of the equity interests in Insikt Servicing LLC. The Debtor's counsel in the Chapter 7 case: David M. Klauder Bielli & Klauder, LLC Tel: 302-803-4600 E-mail: dklauder@bk-legal.com AFC, the San Francisco-based company focused on lending to the low-income Latino population, has shut down, Biz Journals reported. AFC has raised more than $100 million since launching in 2012 but has faced financing challenges over the past year as its customers struggled to keep up with monthly payments, according to American Banker. The company's Web site was recently replaced with a notice informing customers that another firm is now servicing their accounts. "Please be advised that servicing of your Account has been transferred from Aura Financial and will be serviced by Systems & Services Technologies, Inc. ("SST"). This transfer of servicing is a normal business transaction and does not affect the terms and conditions of your Account Agreement other than adding locations of where payments can be made, and contacts for questions or concerns." AVEANNA HEALTHCARE: S&P Affirms 'CCC+' ICR ------------------------------------------ S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Aveanna Healthcare LLC and revised the outlook to positive from negative. S&P said, "The positive outlook reflects our view that demand for Aveanna's services will be steady and the reimbursement environment stable over the next 12 months. We expect the company will generate enough cash to further solidify liquidity." "We expect continued steady demand for Aveanna's services. The company's core private duty nursing (PDN) volume hit its trough at the beginning of the pandemic in April 2020 and is steadily recovering. However, its overall organic revenue growth was modest in 2020, as COVID-19 significantly increased demand for its employer of record (EOR) services, offsetting the modest decline in PDN. We expect a stable reimbursement environment and modest organic revenue growth along with acquisitions resulting in in low- to mid-teens percentages revenue growth in 2021." "However, we are uncertain how long COVID-19-related demand for EOR services will continue, which could lower our forecast, including our expectation of free operating cash flow (FOCF) of $20 million-$30 million annually in 2021 and 2022. Further, Aveanna benefitted from several temporary and permanent Medicaid rate increases amid the pandemic. As state budgets remain constrained, we expect the temporary increases will be eliminated in 2021." Aveanna's liquidity has improved but benefitted from certain nonrecurring events. Although liquidity risks lessened, the company benefitted from the receipt of legal settlement funds and a sponsor equity infusion. Cash flow also benefitted from the CARES Act, including deferral of payroll taxes that need to be repaid over the next two years. Further, S&P believes Aveanna will remain acquisitive, which it expects will require the use of cash and debt financing that could impair liquidity. Its revolving credit facility expires in March 2022 and would require a maturity extension shortly. Aveanna will remain highly leveraged. S&P forecasts adjusted debt-to-EBITDA to remain about 8x in 2021 and 2022, and believes the company's financial sponsors will prioritize shareholder returns over debt repayment. S&P also expects Aveanna to remain acquisitive, using cash and debt financing to supplement organic growth and expand its new home health and hospice segment. S&P said, "The positive outlook reflects our view that demand for Aveanna's PDN and EOR services will remain steady over the next 12 months amid the coronavirus pandemic. We believe the company will generate positive cash flow over this period and improve its liquidity position." S&P could revise the outlook to stable if: -- Revenue is lower than S&P's base case; -- High integration costs from acquisitions lead to cash flow deficits; or -- The company uses cash flow to fund shareholder-friendly initiatives, including dividends. S&P could raise the rating if: -- S&P gain increased confidence Aveanna will generate sustained FOCF. BEASLEY MEZZANINE: Moody's Rates New $280MM Secured Notes 'B3' --------------------------------------------------------------- Moody's Investors Service affirmed Beasley Mezzanine Holdings, LLC's B3 Corporate Family Rating and assigned a B3 rating to the proposed $280 million senior secured notes due 2026. Concurrently, Moody's upgraded the Probability of Default Rating to B3-PD from Caa1-PD. The outlook remains negative. Net proceeds from the note will be used to repay the existing revolver, term loan, promissory note, and George Beasley loan, with the remaining proceeds to provide additional cash to the balance sheet. The transaction is expected to lead to higher leverage and an increase in interest expense, but extend the maturity of outstanding debt. The PDR was upgraded to B3-PD as Beasley will effectively have only one class of debt consisting of the secured notes, which will not be subject to financial maintenance covenants. Beasley will not have a revolving credit facility in place following the transaction, but the Speculative Grade Liquidity rating is unchanged at SGL-3 due to the increase in cash available on the balance sheet. The ratings on the company's existing revolving credit facility and senior secured term loan will be withdrawn after repayment. Affirmations: Issuer: Beasley Mezzanine Holdings, LLC Corporate Family Rating, Affirmed B3 Assignments: Issuer: Beasley Mezzanine Holdings, LLC Senior Secured Regular Bond/Debenture, Assigned B3 (LGD3) Upgrades: Issuer: Beasley Mezzanine Holdings, LLC Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Outlook Actions: Issuer: Beasley Mezzanine Holdings, LLC Outlook, Remains Negative RATINGS RATIONALE Beasley's B3 CFR reflects extremely high leverage (over 30x expected FY 2020 results) given the substantial impact of the coronavirus outbreak on radio advertising revenue. The pandemic has affected Beasley to a larger extent compared to other radio operators given its relatively small size ($210 million in revenue as of LTM Q3 2020) and concentrated exposure in 3 DMA's (Philadelphia, Boston, and Tampa). As a result, EBITDA has contracted significantly and severely impacted both leverage and interest coverage levels, although performance is projected to improve as the economy recovers from the pandemic. The radio industry is also being negatively affected by the shift of advertising dollars to digital mobile and social media as well as heightened competition for listeners from a number of digital music providers. Secular pressures and the cyclical nature of radio advertising demand have the potential to exert substantial pressure on EBITDA performance over time. While Beasley is small in size, the company has developed good market clusters with a strong market position in most of the markets that it operates. Beasley has been investing in its digital platform and Moody's expects further growth in digital revenue over time, albeit from a modest revenue level. Beasley will continue to seek cost savings in the near term to help offset a portion of the impact from the economic disruption caused by the pandemic. Beasley has also made recent investments in esports including a majority interest in the Overwatch League's Houston Outlaws esports team to diversify the business model and potentially accelerate growth in the future. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of advertising revenue from the current weak US economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. A governance consideration that Moody's considers in Beasley's credit profile is its extremely high leverage level and acquisition history which is aggressive. However, the company has also directed a portion of free cash flow to debt repayment previously. Despite being a public company, Beasley is controlled by the Beasley family with related party transactions between the company and different family members. Moody's SLG-3 reflects expectations that Beasley will maintain a limited, but adequate liquidity position over the next year. Beasley will have approximately $19 million of cash on the balance sheet pro forma for the transaction as of Q3 2020, but will not have access to a revolving credit facility following the repayment of the existing facility. Free cash flow has been negative YTD as of Q3 2020 due to the impact of the coronavirus outbreak on the economy, but Moody's projects FCF will turn modestly positive in 2021. Beasley suspended its quarterly dividend ($5.5 million in 2019) and will reduce capex in the near term to help support liquidity. There will be no financial maintenance covenants following the repayment of the existing credit facility. The negative outlook reflects the extremely high leverage level due to substantial declines in profitability as a result of the pandemic's impact on the economy compounded by Beasley's small scale and concentrated market exposure. Results are expected to benefit from high margin political advertising revenue in Q4 2020, but continue to experience year over year declines in Q1 2021. Moody's expects performance will begin to improve in Q2 2021 on a year-over-year basis as its trough quarters from 2020 roll off. Moody's projects leverage will decline below 9x by the end of 2021 and to under 7x by the end of 2022. However, Beasley's very small size elevates the potential for volatility in performance and increases the risk of a downgrade if operations don't improve as expected. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if leverage is projected to be sustained above 7x for an extended period. Continuing negative free cash flow generation or a weakened liquidity position would also result in a downgrade. The inability to refinance existing debt in a timely manner, may also lead to a downgrade in the ratings. An upgrade is not expected in the near term due to the impact of the coronavirus and extremely high leverage levels. However, ratings could be upgraded if Beasley's leverage decreased below 5.5x, with positive organic revenue growth and stable EBITDA margins. A free cash flow to debt ratio above 5% and maintenance of a strong liquidity position would also be required. Beasley Mezzanine Holdings, LLC owns and operates 63 radio stations and related websites and mobile applications across 15 markets in addition to investments in esports assets. The company's station portfolio is located mainly across the eastern seaboard of the United States, with major contributions to revenue from the Philadelphia, Boston, and Tampa markets. The company is publicly traded but controlled by the Beasley family via a dual-class share structure. Beasley generated approximately $210 million as of LTM Q3 2020. The principal methodology used in these ratings was Media Industry published in June 2017. BECTON DICKINSON: Moody's Hikes Sr. Unsecured Notes From Ba1 ------------------------------------------------------------ Moody's Investors Service upgraded Becton, Dickinson and Company ("BD") and its wholly-owned and guaranteed subsidiary, Becton Dickinson Euro Finance S.a.r.l., to investment grade, with the senior unsecured ratings upgraded to Baa3 from Ba1. Moody's also upgraded BD's commercial paper rating to Prime-3 from Not Prime. The outlook remains positive. The upgrade of BD to investment grade reflects Moody's expectations that the company will maintain moderate leverage, while continuing to benefit from its significant scale and global reach in the medical device industry. BD's debt/EBITDA (on a Moody's adjusted basis) has declined to the mid-3.0 times range, down from the low-5.0 times range in 2017 following the acquisition of C.R. Bard. Moody's expects that BD will maintain debt/EBITDA in this range over the next year and will generate more than $1.5 billion of free cash flow. The upgrade also reflects governance considerations, including the company's recently articulated financial policies. These include a leverage target of net debt/EBITDA below 2.5 times and a focus on 'tuck-in' acquisitions rather than large, transformational ones. BD demonstrated its commitment to balanced financial policies when it raised approximately $3 billion of equity in 2020 to preserve financial flexibility in the face of coronavirus-related uncertainties. Parts of BD's business have been negatively impacted by the coronavirus pandemic, due to the deferral of elective procedures and lower demand for routine blood and urine collection. However, overall the company has been less impacted than most rated medical device companies given its product mix, and significant diversification. Notably, BD has also benefited from its development of COVID-19 diagnostic tests, which generated nearly $1 billion of revenue in BD's most recent fiscal quarter. The upgrade of BD's commercial paper rating to Prime-3 reflects the company's excellent liquidity with approximately $2.8 billion of cash, significant levels of free cash flow and access to a $2.63 billion revolving credit facility that will expire in December 2022. The following rating actions were taken: Upgrades: Issuer: Becton Dickinson Euro Finance S.a.r.l. Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba1 (LGD4) Issuer: Becton, Dickinson and Company Senior Unsecured Bank Credit Facility, Upgraded to Baa3 from Ba1 (LGD4) Senior Unsecured Commercial Paper, Upgraded to P-3 from NP Senior Unsecured Regular Bond/Debenture, Upgraded to Baa3 from Ba1 (LGD4) Withdrawals: Issuer: Becton, Dickinson and Company Probability of Default Rating, Withdrawn , previously rated Ba1-PD Speculative Grade Liquidity Rating, Withdrawn , previously rated SGL-1 Corporate Family Rating, Withdrawn , previously rated Ba1 Outlook Actions: Issuer: Becton Dickinson Euro Finance S.a.r.l. Outlook, Changed To Positive From No Outlook Issuer: Becton, Dickinson and Company Outlook, Remains Positive RATINGS RATIONALE BD's Baa3 senior unsecured rating is supported by the company's significant scale in the global medical device industry with more than $18 billion in revenue. The company also benefits from broad diversification across multiple product categories with leading positions in most of its key products. The company also has a meaningful global presence with around 43% of sales generated outside the United States. Moody's expects BD to maintain balanced financial policies with debt/EBITDA to be sustained in the mid-3.0 times range. BD's ratings are constrained by its history of significant debt financed acquisitions which have meaningfully increased debt levels and the still uncertain trajectory of the coronavirus pandemic. The ratings are also constrained by uncertainty around litigation cash outflows. Gross accruals for product liability claims were approximately $2.5 billion as of September 30, 2020. The positive outlook reflects Moody's expectation that the company's key credit metrics will continue to improve over time, as the pandemic ebbs. However, improvement will be somewhat lumpy given that, as the core medical device businesses recover, the revenue from COVID-19 diagnostics will fall. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. The pandemic has had a moderate impact on BD. While certain parts of its business have been pressured, this has been offset by higher revenues from COVID-19 testing. From a governance standpoint, BD has articulated a leverage target of net debt/EBITDA below 2.5 times, though it has a track record of undertaking significant debt-financed acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if BD sustains profitable growth while maintaining balanced financial policies. Quantitatively, ratings could be upgraded if debt/EBITDA approaches 3.25 times. The ratings could be downgraded if Moody's expects the impact of the coronavirus will lead to a steep and prolonged decline in demand for elective surgical procedures. The ratings could also be downgraded if the company's liquidity weakens or if financial policies become more aggressive. Quantitatively, ratings could be downgraded if Moody's expects debt/EBITDA will be sustained above 3.75 times for an extended period. Becton, Dickinson and Company, headquartered in Franklin Lakes, New Jersey, is a global medical technology company engaged in the development, manufacture and sale of a broad range of medical supplies, devices, and laboratory equipment used by healthcare institutions, physicians, clinical laboratories, and the general public. Fiscal 2020 revenues are approximately $17 billion. The principal methodology used in these ratings was Medical Product and Device Industry published in June 2017. BOY SCOUTS OF AMERICA: LG37 Claims Severed ------------------------------------------ Judge Frank P. Geraci, Jr. of the United States Bankruptcy Court for the Western District of New York, severed claims LG37 Doe brought against the Boy Scouts of America and Greater Niagara Frontier Council, Inc. LG37 Doe's claims against Douglas Nail, however, were remanded to state court. On December 3, 2019, LG37 Doe brought a personal injury tort action against Mr. Nail, BSA, and GNF in the Supreme Court of the State of New York, Erie County, alleging that, from around 1983 to around 1987, Mr. Nail sexually assaulted and battered him while serving as a Scout Master. LG37 Doe's action is one of approximately 290 similar cases pending in state and federal courts throughout the country against BSA and its local councils. On February 18, 2020, BSA filed a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware. LG37 Doe's claims against BSA in this matter were thus stayed upon BSA's bankruptcy filing pursuant to the automatic stay imposed by 11 U.S.C. Section 362(a). That same day, BSA removed the state court action to the United States District Court for the Western District of New York pursuant to 28 U.S.C. Sections 1334 and 1452(a). BSA's removal notice informed the Court that it had filed a motion in the United States District Court for the District of Delaware seeking transfer of the Pending Abuse Actions to that court pursuant to 28 U.S.C. Sections 157(b)(5) and 1334(b) in order to consolidate all the Pending Abuse Actions. That motion is currently pending. on March 19, 2020, LG37 Doe filed a motion seeking (1) severance of the claims against BSA from the claims against GNF and Mr. Nail, pursuant to Federal Rule of Civil Procedure 21; and (2) remand of the claims against GNF and Nail, pursuant to 28 U.S.C. Section 1447(c), or § 1452(b). Alternatively, LG37 Doe asked the Court to abstain from hearing the claims in favor of New York State Supreme Court pursuant to 28 U.S.C. Sections 1334(c)(1) and/or 1334(c)(2). On March 20, 2020, the Court ordered the Defendants to respond to Plaintiff's motion by April 3, 2020, but none of them filed a response. On April 1, 2020, BSA and GNF filed a notice with the Court indicating that the Delaware Bankruptcy Court had entered a consent order staying the prosecution of claims against "BSA Related Parties" in certain of the Pending Abuse Actions. GNF is included among the BSA Related Parties and claims against GNF were initially stayed via consent order through May 18, 2020. Mr. Nail is not one of the BSA Related Parties covered by the consent order, and, as a result, the prosecution of claims against Mr. Nail were not stayed. The time period of the stay as to GNF has thrice been extended by stipulation and the prosecution of such claims is currently stayed through March 19, 2021. On September 30, 2020, the Court issued an Order to Show Cause, directing Mr. Nail to explain whether the Delaware Bankruptcy Court's stay applies to him and to show cause why the Court should not consider LG37 Doe's motion to sever and remand as against Mr. Nail notwithstanding the Delaware Bankruptcy Court's stay. vThat Order also invited, though it did not require, a response from BSA and GNF. To date, neither BSA nor GNF has weighed-in on the matter. "The Court notes that Plaintiff's motion to sever and remand was filed prior to the consent order enjoining prosecution of claims against 'BSA Related Parties.' Since the consent order defines GNF as a BSA Related Party and proscribes prosecution of claims against such parties, the Court declines to sever and remand as to GNF," says Judge Geraci. "Here, the claims against all defendants arise out of Plaintiff's abuse allegations, will likely present at least some common questions of fact and law, and will likely involve at least some of the same witnesses and evidence—though the Court recognizes that the intentional tort claims against Nail are distinct from the negligence and vicarious liability claims against BSA and GNF... claims against BSA are stayed under 11 U.S.C. Section 362(a), and claims against GNF are stayed pursuant to the consent order. As a result, Plaintiff has been left unable to pursue his claims against Nail," explains Judge Geraci. He added that "Plaintiff may obtain complete relief for his claims against Nail without BSA and GNF, thus they are not indispensable... Nail's counterclaims against BSA and GNF do not counsel against this conclusion because 'there is no evidence that such legal remedy would be unavailable to [him] once the bankruptcy stay is lifted'... Thus, the Court finds, in its discretion, that severing the claims against BSA and GNF from the claims against Nail is warranted." The case is LG 37 DOE, Plaintiff, v. DOUGLAS NAIL, et al., Defendants, Case No. 1:20-cv-00217-FPG (W.D.N.Y.). A full-text copy of the Decision & Order, dated January 19, 2021, is available at https://tinyurl.com/y5ww8bnl from Leagle.com. About Boy Scouts of America The Boy Scouts of America -- https://www.scouting.org/ -- is a federally chartered non-profit corporation under title 36 of the United States Code. Founded in 1910 and chartered by an act of Congress in 1916, the BSA's mission is to train youth in responsible citizenship, character development, and self-reliance through participation in a wide range of outdoor activities, educational programs, and, at older age levels, career-oriented programs in partnership with community organizations. Its national headquarters is located in Irving, Texas. The Boy Scouts of America and affiliate Delaware BSA, LLC sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on Feb. 18, 2020, to deal with sexual abuse claims. Boy Scouts of America was estimated to have $1 billion to $10 billion in assets at least $500 million in liabilities as of the bankruptcy filing. The Debtors have tapped Sidley Austin LLP as their bankruptcy counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel, and Alvarez & Marsal North America, LLC as financial advisor. Omni Agent Solutions is the claims agent. The U.S. Trustee for Region 3 appointed a tort claimants' committee and an unsecured creditors' committee on March 5, 2020. The tort claimants' committee is represented by Pachulski Stang Ziehl & Jones, LLP while the unsecured creditors' committee is represented by Kramer Levin Naftalis & Frankel, LLP. CHICAGO BOARD OF EDUCATION: S&P Rates 2021A, 2021B GO Bonds 'BB-' ----------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' rating to the Chicago Board of Education's anticipated $450 million series 2021A unlimited-tax general obligation (GO) bonds (dedicated revenues) and $125.565 million series 2021B unlimited-tax GO refunding bonds (dedicated revenues). At the same time, S&P affirmed its 'BB-' rating on the board's existing GO bonds. The outlook is stable. "The board's financial position has continued to improve, facilitated greatly by the COVID-19 Economic Relief Bill adopted in December 2020--of which it was allocated an estimated $796 million," said S&P Global Ratings credit analyst Blake Yocom. The fiscal 2021 budget had included $343 million (includes pass-through for charters). This significant development should allow for another addition to reserves in fiscal years 2021 and 2022 despite rising expenditures tied to the five-year Chicago Teachers' Union (CTU) contract. In S&P's view, absent the additional federal relief, operating results would have been challenged and liquidity weaker. The board will have roughly $8.3 billion in direct debt outstanding post-issuance (not including tax anticipation notes). The board's unlimited-tax GO full faith and credit pledge secures the bonds. Series 2021A bonds are alternate revenue source (ARS) bonds secured by pledged state aid revenues and intergovernmental agreement revenues and to the extent that such revenue is insufficient, by the board's unlimited-tax GO pledge. The series 2021B bonds are ARS bonds secured by pledged state aid revenues, and to the extent that such revenue is insufficient, by the board's unlimited-tax GO pledge. The ratings are based on the board's unlimited-tax GO pledge, and do not reflect the other sources of security. Series 2021A bond proceeds will be used to reimburse the board's general operating fund for capital expenditures and to provide funding for the fiscal year 2021 capital budget. Series 2021B bond proceeds will be used to refund certain maturities of the board's series 2006B, 2009D, and 2010F bonds. The board's full faith and credit and unlimited taxing power secures the outstanding bonds. Many series of outstanding bonds are ARS bonds with the pledged revenues consisting of pledged state aid revenue and other revenue. All ratings are based on the board's unlimited ad valorem tax pledge. S&P said, "In our view, other significant short- and long-term challenges remain. We see a variety of ongoing challenges: negative cash flow, notably increased operational spending despite enrollment declines, and an ongoing contentious relationship with CTU. Long-term pressures include the board's sizable debt burden (approximately $8.3 billion post issuance), pension liability ($14.1 billion and 43.9% funded), and a capital footprint that is not aligned with its enrollment. We note the substantial capacity at buildings across the district and the political resistance to what would be a prudent move of consolidation for expenditure savings. "In our opinion, at the 'BB-' rating level, significant credit weaknesses remain for the board, including its weak liquidity, vulnerability to unexpected variances in its cash-flow forecast, and dependence on the State of Illinois. An obligation rated in the 'BB' category is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions that could lead to the obligor's inadequate capacity to meet its financial commitments on the obligation." "The rating also incorporates our view of the health and safety risks posed by the COVID-19 pandemic, which we consider social risk factors that could potentially weaken budgetary performance and liquidity if sustained. Absent the implications of the pandemic, we consider the district's social risks to be in line with those of the sector. We also view governance and environmental risks as being in line with our view of the sector." CHINESEINVESTORS.COM INC: Converted to Chapter 7 Liquidation ------------------------------------------------------------ ChineseInvestors.com, Inc., on June 18, 2020, filed a voluntary petition for reorganization under Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the Central District of California, case no. 2:20-bk-15501-ER. By order entered in court on January 21, 2021, Judge Robles of the U.S. Bankruptcy Court for the Central District of California, over the opposition of the Company, converted the Chapter 11 bankruptcy reorganization to a Chapter 7 liquidation. Further, Judge Robles replaced the Company's management, who had been operating the Company as debtor in possession, with a bankruptcy trustee, to be named. The trustee will be charged with liquidating rather than reorganizing the Company and its corporate structure. Trading Securities The Company's common stock has been trading on the over-the-counter market since the Company filed its reorganization petition on June 18, 2020. The Company warned at that time that acquiring the Company’s loans or trading in the Company's securities during the pendency of the reorganization is highly speculative and poses substantial risks. At this time any potential investor must be aware that the Company will be liquidated and the prospect of recovery from the Company by equity investors is extremely unlikely. About ChineseInvestors.com Chineseinvestors.com, Inc. (OTCMKTS:CIIX) specializes in providing real-time market commentary and analysis in the Chinese language. The Company's services are mainly offered to Chinese speaking individuals that are resident in the United States and Canada. The Company offers subscription services to provide education about investing and news and analysis on the stock market, as well as news about particular stocks that the Company is following. The Company offers several types of subscription-based services and serves various types of investors and traders as depicted in its subscriber services offerings. As of May 1, 2015, the Company had over 1,400 active paying subscribers and approximately 22,000 free subscribers. Chineseinvestors.com, Inc., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-15501) on June 18, 2020. In the petition signed by Wei Warren Wang, CEO, the Debtor disclosed $2,655,736 in assets and $11,574,081 in liabilities. Rachel M. Sposato, Esq., at The Hinds Law Group is the Debtor's counsel. CHS/COMMUNITY HEALTH: Moody's Upgrades CFR to Caa2, Outlook Stable ------------------------------------------------------------------ Moody's Investors Service upgraded CHS/Community Health Systems, Inc.'s Corporate Family Rating to Caa2 from Caa3 and Probability of Default Rating to Caa2-PD from Caa3-PD. The rating agency also upgraded Community's existing instrument ratings, including its senior secured first lien ratings to Caa1 from Caa2, its senior secured junior notes to Caa3 from Ca, and its unsecured notes to Ca from C. Moody's also assigned a Caa3 rating to Community's new senior secured junior notes and changed its Speculative Grade Liquidity Rating to SGL-3 from SGL-4. The outlook is stable. Proceeds from the new senior secured junior note issuance will be used to repay a portion of the company's 9.875% senior secured junior notes due June 2023. Moody's views this leverage-neutral transaction as being credit positive. The ratings upgrade reflects the lengthening of Community's debt maturity profile and reduction in refinancing risk over the past year, as well as the reduction in its cash interest expense, and improved liquidity. Refinancings have dramatically extended Community's debt maturity profile, which previously included roughly $5.5 billion of maturities in 2023. Finally, the upgrade also reflects the completion of Community's multi-year divestiture effort, in which the company successfully shed several weaker performing hospitals. The change in the Speculative Grade Liquidity Rating to SGL-3 reflects the company's $1.8 billion cash balance as of September 30, 2020, supported in large part by aid received from the Coronavirus Aid, Recovery and Economic Security (CARES) Act. CHS/Community Health Systems, Inc. Ratings assigned: Senior secured junior notes due 2029 at Caa3 (LGD 5) Ratings upgraded: Corporate Family Rating to Caa2 from Caa3 Probability of Default Rating to Caa2-PD from Caa3-PD Senior secured first lien notes to Caa1 (LGD 3) from Caa2 (LGD 3) Senior secured junior notes to Caa3 (LGD 5) from Ca (LGD 5) Senior unsecured notes to Ca (LGD 6) from C (LGD 6) Speculative Grade Liquidity Rating to SGL-3 from SGL-4 The outlook is stable. RATINGS RATIONALE Community's Caa2 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with very high financial leverage in the mid-7 times. The rating is also constrained by Moody's expectation for negative free cash flow over the next 12-18 months because of Community's high interest costs, the significant capital requirements of the business, and the need to begin repaying the accelerated Medicare payments over the April 2021-September 2022 timeframe. The rating is also constrained by industry-wide operating headwinds which will limit operational improvement despite Community's turnaround initiatives. The rating is supported by Community's large scale, geographic diversity and the successful execution of its divestiture program. Moody's expects proceeds from divestitures to be used to repay debt and reinvest in the business. Despite the negative effects of the COVID-19 pandemic on volumes, Community's liquidity has been significantly helped by substantial government aid to hospitals. The stable outlook reflects Moody's view that the current ratings adequately reflect Community's weak operating performance and elevated probability of default. With respect to governance, Community has been unable to demonstrate a consistent track record for meeting its own financial guidance. As a for-profit hospital operator, Community also faces high social risk. The affordability of hospitals and the practice of balance billing has garnered substantial social and political attention. Hospitals are now required to publicly provide pricing for several services, although compliance and practice is inconsistent across the industry. Additionally, hospitals rely on Medicare and Medicaid for a substantial portion of reimbursement. Any changes to reimbursement to Medicare or Medicaid directly impacts hospital revenue and profitability. Further, as Community is focused on non-urban communities, slow population growth tempers the company's capacity to grow admissions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade the ratings if there is deterioration in Community's earnings, if liquidity weakens or if, for any other reason, the probability of default rises or recovery prospects weaken. Moody's could upgrade the ratings if operational initiatives result in improved volume growth and margin expansion. Community would also need to improve its free cash flow and liquidity and reduce financial leverage -- creating a more sustainable capital structure -- before Moody's would consider an upgrade. CHS/Community Health Services, Inc., headquartered in Franklin, Tennessee, is an operator of general acute care hospitals in non-urban and mid-sized markets throughout the US. Revenues in the last twelve months ended September 30, 2020 were approximately $12 billion. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. COMMERCIAL METALS: Moody's Rates New $300MM Sr. Unsec. Notes 'Ba2' ------------------------------------------------------------------ Moody's Investors Service assigned a Ba2 rating to Commercial Metals Company's proposed $300 million senior unsecured notes and a (P)Ba2 rating to the company's well-known seasoned issuer shelf registration from which the notes will be issued. The proceeds from the notes along with a portion of Commercial Metals cash balance will be used to redeem its $350 million senior unsecured notes due April 2026. Moody's affirmed the company's Ba1 Corporate Family Rating, Ba1-PD Probability of Default Rating and the Ba2 rating on its senior unsecured notes due in 2023, 2026 and 2027. The rating on the 2026 notes will be withdrawn when they are redeemed. The ratings outlook remains stable and the Speculative Grade Liquidity rating remains unchanged at SGL-2. "The affirmation of Commercial Metals ratings reflects our expectation the company will maintain a good liquidity profile and credit metrics that support the Ba1 corporate family rating despite moderately weaker operating results and negative cash flows in fiscal 2021 (ends August 2021) due to lower volumes, contracting margins and investments in strategic growth projects. Its operating results and cash flows are also likely to recover in fiscal 2022 based on recent booking trends and potential Federal government stimulus spending," said Michael Corelli, Moody's Senior Vice President and lead analyst for Commercial Metals Company. Assignments: Issuer: Commercial Metals Company Senior Unsecured Regular Bond/Debenture, Assigned Ba2 (LGD4) Senior Unsecured Shelf, Assigned (P)Ba2 Affirmations: Issuer: Commercial Metals Company Corporate Family Rating, Affirmed Ba1 Probability of Default Rating, Affirmed Ba1-PD Senior Unsecured Regular Bond/Debenture, Affirmed Ba2 (LGD4) Outlook Actions: Issuer: Commercial Metals Company Outlook, Remains Stable RATINGS RATIONALE Commercial Metals Ba1 corporate family rating reflects its strong position in the rebar and merchant bar markets in the US which have been enhanced by the full integration of the Gerdau assets that were acquired in November 2018. It also incorporates our expectation for the company to maintain moderate financial leverage, ample interest coverage and good liquidity despite weaker operating results in fiscal 2021. Commercial Metals rating is constrained by its reliance on two steel product categories, its dependence on cyclical construction activity and its exposure to volatile steel and scrap prices. Commercial Metals produced very strong operating results in fiscal 2020 (ended August 2020) supported by its North America segment which benefitted from an improved cost profile and higher margin contract work in its downstream fabrication segment. While there is a lag in rebar pricing impacting new bids and rebar prices declined on average in fiscal 2020 (averaged around $600/ton versus $690/ton in fiscal 2019), CMC's book of business remained strong and it benefitted from cost reduction initiatives. This was tempered by a decline in its European segment earnings due to weaker industry fundamentals and price pressure from higher imports. Nevertheless, it generated Moody's adjusted EBITDA of $647 million compared to $557 million in fiscal year 2019. Commercial Metals free cash flow was also strong at about $550 million in fiscal 2020 due to its improved operating performance and significantly reduced working capital investments. The company used a portion of its cash flow to retire about $160 million of debt and raised its cash balance to $542 million. As a result, its liquidity profile and credit metrics strengthened with its adjusted leverage ratio (debt/EBITDA) declining to 1.9x in August 2020 from 2.6x in August 2019, while its interest coverage (EBIT/interest expense) climbed to 6.7x from 4.4x and its EBIT margin rose to 8.2% from 6.0%. Commercial Metals operating performance is likely to moderately weaken in fiscal 2021 due to lower volumes from reduced nonresidential construction activity and lower infrastructure spending as state and local governments struggle with budget deficits. It is possible that Federal government stimulus spending could help to narrow deficits or provide funds for infrastructure construction, but that remains uncertain and will take time to impact the company's operating performance. Commercial Metals will also be impacted by contracting margins in its fabrication business due to surging rebar prices, which have risen to a more than 9-year high of about $790 per ton in January 2021 from a trough around $560 per ton in July 2020 and could rise further based on recent price increase announcements and surging scrap costs. Its US steel mills will also be squeezed by surging scrap costs in the near term and possibly longer term if it is unable to pass on higher scrap costs in its rebar and merchant bar prices. This will be tempered by improved profitability in its scrap recycling business. Commercial Metals will likely consume cash in fiscal 2021 due to the weaker operating performance and strategic investments including construction of a third rolling mill in Poland and its third US micro mill in Arizona. However, we expect the company to maintain a good liquidity profile and credit metrics that support its Ba1 corporate family rating. Commercial Metals has a Speculative Grade Liquidity rating of SGL-2 reflecting its good liquidity profile including $465 million of cash and availability of about $679 million under its credit and accounts receivable facilities as of November 2020. The company has a $350 million revolving credit facility in the US that expires in June 2022 and a $75 million revolving credit facility in Poland that expires in March 2022, both of which were undrawn except for letters of credit. It also has a $200 million accounts receivable securitization program in the US that expires in November 2021. The stable ratings outlook incorporates our expectation the company will maintain credit metrics that support its rating and a good liquidity profile despite moderately weaker operating results in fiscal 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Commercial Metals' ratings could be upgraded should it sustain an EBIT margin above 8%, a leverage ratio below 2.75x, interest coverage above 4.0x and operating cash flow less dividends above 25% of outstanding debt. The ratings could be downgraded if economic weakness or increased competition leads to a material deterioration in its operating performance and credit metrics. Quantitatively, the ratings could be downgraded if its EBIT margin is sustained below 4%, its leverage ratio above 4.0x and interest coverage below 2.5x. Headquartered in Irving, Texas, Commercial Metals Company manufactures steel through its seven electric arc furnace mini mills and two micro mills in the United States and has total rolling capacity of about 5.9 million tons. It also operates steel fabrication facilities and ferrous and nonferrous scrap metal recycling facilities in the US and has a mini mill in Poland which has about 1.2 million tons of rolling capacity. Revenues for the twelve months ended November 30, 2020 were $5.5 billion. The principal methodology used in these ratings was Steel Industry published in September 2017. COMMUNITY HEALTH: Unit Prices $1.78B Junior-Priority Notes Offering ------------------------------------------------------------------- Community Health Systems, Inc.'s wholly owned subsidiary, CHS/Community Health Systems, Inc., has priced an offering of $1.775 billion aggregate principal amount of its 6.875% Junior-Priority Secured Notes due 2029. The sale of the Notes is expected to be consummated on or about Feb. 2, 2021, subject to customary closing conditions. The size of the Notes Offering was increased by $1.025 billion aggregate principal amount subsequent to the initial announcement of the Notes Offering. The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to repurchase and/or redeem all 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, together with cash on hand, (i) to purchase all of the Issuer's outstanding Junior-Priority 2023 Notes that are validly tendered and accepted for purchase in the cash tender offer announced on Jan. 19, 2021, and (ii) if less than all of the outstanding Junior-Priority 2023 Notes are validly tendered and accepted for purchase in the cash tender offer, to redeem all of the Junior-Priority 2023 Notes that remain outstanding. The Notes are being 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'. CRECHALE PROPERTIES: Case Summary & 16 Unsecured Creditors ---------------------------------------------------------- Debtor: Crechale Properties, LLC 2715 Oak Grove Rd. Hattiesburg, MS 39402 Business Description: Crechale Properties, LLC is primarily engaged in the operation of apartment buildings. Chapter 11 Petition Date: January 21, 2021 Court: United States Bankruptcy Court Southern District of Mississippi Case No.: 21-50079 Judge: Hon. Katharine M. Samson Debtor's Counsel: W. Jarrett Little, Esq. LENTZ & LITTLE, P.A. 2505 14th St., Ste. 500 Gulfport, MS 39501 Tel: (228) 867-6050 E-mail: jarrett@lentzlittle.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Elizabeth Crechale, manager. A copy of the Debtor's list of 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WM77TNQ/Crechale_Properties_LLC__mssbke-21-50079__0005.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R5WOY7I/Crechale_Properties_LLC__mssbke-21-50079__0001.0.pdf?mcid=tGE4TAMA CRED INC: Gets Court Approval to Get Liquidation Plan Votes ----------------------------------------------------------- Daniel Gill of Bloomberg Law reports that Cred Inc., a cryptocurrency services company, won bankruptcy court permission to solicit votes on its Chapter 11 liquidation plan that would create a trust to pay back unsecured creditors. Unsecured creditors hold $162.8 million in claims, according to court filings. But the combined plan and disclosure statement, approved Thursday, Jan. 21, 2021, solely for vote solicitation purposes, doesn't provide an estimate on how much those creditors could expect to recover. Creditors would share from funds managed and collected by a liquidating trust funded by Cred's assets, which include crypotcurrency, cash, and litigation claims against third parties. About Cred Inc. Cred Inc. -- https://mycred.io/ -- is a cryptocurrency platform that accepts loans of cryptocurrency from non-U.S. persons and pays interest on those loans. It is a licensed lender and allows some borrowers to earn a yield on cryptocurrency pledged as collateral. Cred serves customers in over 100 countries. Cred and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-12836) on Nov. 7, 2020. Cred was estimated to have assets of $50 million to $100 million and liabilities of $100 million to $500 million as of the bankruptcy filing. The Debtors tapped Paul Hastings LLP as their bankruptcy counsel, Cousins Law LLC as local counsel, and MACCO Restructuring Group, LLC, as financial advisor. Donlin, Recano & Company, Inc. is the claims agent. The U.S. Trustee for Region 3 appointed an official committee of unsecured creditors in the Debtors' Chapter 11 cases on Dec. 3, 2020. The committee tapped McDermott Will & Emery LLLP as counsel and Dundon Advisers LLC as financial advisor. DELTA AIR: Pilots Ask DC Circuit for $3 Bil. Pension Case Rehearing ------------------------------------------------------------------- Law360 reports that a group of retired Delta Air Lines Inc. pilots has asked the D.C. Circuit for an en banc rehearing of their suit accusing the Pension Benefit Guaranty Corp. of mishandling $3 billion in retirement plan assets, saying the circuit precedent used to rule against them last December 2020 was decided in error. In a Thursday, Jan. 21, 2021, petition, the roughly 1,700 pilots challenged the circuit's faithfulness to its 2009 ruling in Davis v. PBGC, also known as Davis I, which they said permitted unreasonably broad application of a standard known as the Chevron deference. Chevron deference requires judges to yield to agencies' interpretations of laws. About Delta Air Lines Atlanta, Georgia-based Delta Air Lines provides scheduled air transportation for passengers and cargo throughout the United States, and around the world. Northwest and 12 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17930). On May 21, 2007, the Court confirmed the Northwest Debtors' amended plan. That amended plan took effect May 31, 2007. Delta and 18 affiliates filed for Chapter 11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923). Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represented the Delta Debtors in their restructuring efforts. On April 25, 2007, the Court confirmed the Delta Debtors' plan. That plan became effective on April 30, 2007. On Dec. 31, 2009, Northwest Airlines, Inc., merged with and into Delta. DETROIT, MI: Moody's Assigns Ba3 Rating to $135MM Social Bonds -------------------------------------------------------------- Moody's Investors Service has assigned a Ba3 rating to the City of Detroit, MI's $135 million Unlimited Tax General Obligation Bonds, Series 2021A (Tax-Exempt) (Social Bonds) and $40 million Unlimited Tax General Obligation Bonds, Series 2021B (Taxable) (Social Bonds). Moody's maintains the Ba3 rating on the city's outstanding GOULT debt. Inclusive of the upcoming sale, the rating applies to $381 million of GOULT debt that has an underlying rating. The outlook remains positive. RATINGS RATIONALE The Ba3 rating balances the city's robust reserves and strong financial planning practices with its weak property tax base, significant debt and pension leverage, and substantial resource demands, including the need for further capital investments. The coronavirus-driven recession has caused sizeable declines in economically sensitive revenues that a make up a significant share of the city's revenues. However, because the city took proactive steps very early in the downturn to adjust expenditures including reducing capital spending and eliminating positions, reserves will likely remain healthy. RATING OUTLOOK The positive outlook reflects the city's early and significant response to revenue declines. The city's rating is likely to move upward if it emerges from the recession with only a modest draw on reserves and moderate increases in debt. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Signs that revenues are decisively on a path to recovery supporting the city's capacity to maintain healthy reserves while investing in services and capital - Adherence to pension funding strategy of building significant reserves in an irrevocable trust to prepare for a spike in pension costs FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Material growth in leverage, fixed costs or capital needs, or draws on operating reserves that leave inadequate reserves to mitigate current and future challenges - Failure to sustain progress towards meeting future increases in pension contributions - Negative changes in the city's economic profile, such as a failure of recent job losses to recover, or an acceleration of depopulation trends LEGAL SECURITY The series 2021 bonds and outstanding GOULT bonds are full faith and credit general obligations secured by the city's pledge to levy property taxes without limitation as to rate or amount as authorized by voters. USE OF PROCEEDS The bonds will finance blight remediation activities including property rehabilitation and demolition of vacant housing. PROFILE With a current estimated population (based on the American Community Survey) of just over 670,000, Detroit is the 23rd largest city in the US and the largest city in Michigan (Aa1 stable). The city emerged from bankruptcy in 2014. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Debt published in July 2020. DIAMOND OFFSHORE: Norton, Milbank Update List of Noteholder Group ----------------------------------------------------------------- In the Chapter 11 cases of Diamond Offshore Drilling, Inc., et al., the law firms of Milbank LLP and Norton Rose Fulbright US LLP submitted a second supplemental verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose an updated list of Ad Hoc Group of Noteholders and their holdings. The ad hoc group of creditors who hold, control, or otherwise have discretionary authority over indebtedness arising under: (i) the $250 million principal amount of 3.45% Senior Notes due 2023 issued pursuant to that certain Indenture, dated as of February 4, 1997, by and among Diamond Offshore Drilling, Inc., as issuer, and the Chase Manhattan Bank, as trustee, and that certain Eighth Supplemental Indenture, dated as of November 5, 2013, by and among the Company, as issuer, and The Bank of New York Mellon, as trustee; (ii) the $500 million principal amount of 7.875% Senior Notes due 2025 issued pursuant to the Base Indenture and that certain Ninth Supplemental Indenture, dated as of August 15, 2017, by and among the Company, as issuer, and The Bank of New York Mellon, as trustee; (iii) the $500 million principal amount of 5.7% Senior Notes due 2039 issued pursuant to the Base Indenture and that certain Seventh Supplemental Indenture, dated as of October 8, 2009, by and among the Company, as issuer, and The Bank of New York Mellon, as trustee; and (iv) the $750 million principal amount of 4.875% Senior Notes due 2043 issued pursuant to the Base Indenture and the Eighth Supplemental Indenture. In March of 2020, the Ad Hoc Group retained Milbank to represent it with respect to the Senior Notes in connection with any restructuring of the Debtors' obligations thereunder. In April of 2020, the Ad Hoc Group retained NRF to serve as its Texas counsel with respect to such matters. As anticipated, the membership of the Ad Hoc Group has witnessed certain relatively immaterial modifications since its inception. As of Jan. 20, 2021, members of the Ad Hoc Group and their disclosable economic interests are: Acer Tree Investment Management LLP 1 Connaught Place London W2 2ET * 2025 Notes: $8,000,000 Aflac Asset Management LLC 100 Wall Street, 29th Floor New York, NY 10005 * 2039 Notes: $55,405,000 AllianceBernstein L.P. 1345 Avenue of the Americas New York, NY 10105 * 2025 Notes: $39,590,000 * 2039 Notes: $14,776,000 * 2043 Notes: $34,504,000 Avenue Capital Management II, L.P. 11 West 42nd Street, 9th Floor New York, NY 10036 * 2023 Notes: $41,990,000 * 2025 Notes: $161,692,000 * 2039 Notes: $32,822,000 * 2043 Notes: $75,080,000 Capital Research and Management Company 333 South Hope Street, 55th Floor Los Angeles, CA 90071 * 2023 Notes: $3,250,000 * 2025 Notes: $27,145,000 * 2039 Notes: $7,984,000 * 2043 Notes: $129,516,000 Clear Harbor Asset Management, LLC 2211 Broadway, Apartment 8L New York, NY 10024 * 2023 Notes: $925,000 * 2025 Notes: $1,325,000 * 2043 Notes: $4,611,000 Dendera Capital, LP 270 Lafayette Street, Suite 502 New York, NY 10012 * 2025 Notes: $500,000 * 2039 Notes: $1,500,000 John Hancock Life Insurance Company (U.S.A.) 197 Clarendon Street, C-2-10 Boston, MA 02116 * 2023 Notes: $11,000,000 * 2039 Notes: $37,000,000 KL Special Opportunities Master Fund Ltd c/o Kite Lake Capital Management (UK) LLP 6th Floor One Knightsbridge Green London SW1X 7QA United Kingdom * 2023 Notes: $11,894,000 * 2025 Notes: $32,369,000 * 2039 Notes: $14,792,000 * 2043 Notes: $26,686,000 Kore Advisors LP 1501 Corporate Drive, Suite 120 Boynton Beach FL 33426 * 2023 Notes: $4,814,000 * 2025 Notes: $5,085,000 * 2039 Notes: $17,507,000 * 2043 Notes: $2,995,000 Mangrove Partners 645 Madison Avenue, 14th Floor New York, NY 10022 * 2023 Notes: $7,500,000 * 2025 Notes: $8,000,000 * 2039 Notes: $17,000,000 * 2043 Notes: $26,500,000 Manulife (International) Limited 22/F, Manulife Financial Centre 223-231 Wai Yip Street, Kwun Tong Kowloon, Hong Kong * 2023 Notes: $5,500,000 MFP Partners, L.P. 909 Third Ave, 33rd Floor New York, NY 10022 * 2023 Notes: $3,440,000 * 2025 Notes: $4,500,000 * 2039 Notes: $5,000,000 * 2043 Notes: $15,892,000 Nationwide Insurance One Nationwide Plaza Columbus, Ohio 43215 * 2039 Notes: $3,546,000 * 2043 Notes: $39,000,000 Nomura Corporate Research and Asset Management Inc. Worldwide Plaza, 309 West 49th Street New York, NY 10019 * 2023 Notes: $5,950,000 * 2025 Notes: $17,920,000 * 2039 Notes: $5,850,000 * 2043 Notes: $530,000 Pacific Investment Management Company LLC 650 Newport Center Drive Newport Beach, CA 92660 * 2023 Notes: $3,981,000 * 2025 Notes: $78,828,000 * 2039 Notes: $52,147,000 * 2043 Notes: $125,859,000 Samuel Terry Asset Management Pty Ltd Paddington NSW 2021, Australia * 2023 Notes: $4,174,000 * 2025 Notes: $19,344,000 * 2039 Notes: $44,668,000 * 2043 Notes: $64,810,000 State Farm Life Insurance Company One State Farm Plaza, A-3 Bloomington, IL 61710 * 2023 Notes: $45,460,000 State Farm Life and Accident Assurance Company One State Farm Plaza, A-3 Bloomington, IL 61710 * 2023 Notes: $2,000,000 State Farm Insurance Companies Employee Retirement Trust One State Farm Plaza, A-3 Bloomington, IL 61710 * 2023 Notes: $5,000,000 VV Capital Management, LP 300 Washington Street, Suite #503B Newton, MA 02458 * 2039 Notes: $1,000,000 * 2043 Notes: $2,000,000 Counsel to the Ad Hoc Group of Noteholders of Diamond Offshore Drilling, Inc. can be reached at: NORTON ROSE FULBRIGHT US LLP Jason L. Boland, Esq. William R. Greendyke, Esq. Julie Goodrich Harrison, Esq. 1301 McKinney Street, Suite 5100 Houston, TX 77010 Telephone: (713) 651-5151 Facsimile: (713) 651-5246 Email: jason.boland@nortonrosefulbright.com william.greendyke@nortonrosefulbright.com julie.harrison@nortonrosefulbright.com - and - MILBANK LLP Dennis F. Dunne, Esq. Tyson M. Lomazow, Esq. 55 Hudson Yards New York, NY 1001-2163 Telephone: (212) 563-5000 Facsimile: (212) 530-5219 E-mail: ddunne@milbank.com tlomazow@milbank.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/35ZEhkr and https://bit.ly/3qIZWFy About Diamond Offshore Drilling Diamond Offshore Drilling, Inc., provides contract drilling services to the energy industry worldwide. The company operates a fleet of 15 offshore drilling rigs, including 4 drillships and 11 semisubmersible rigs. It serves independent oil and gas companies, and government-owned oil companies. The company was founded in 1953 and is headquartered in Houston, Texas. Diamond Offshore Drilling is a subsidiary of Loews Corporation. Diamond Offshore Drilling, Inc., along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32307) on April 26, 2020. The petitions were signed by David L. Roland, senior vice president, general counsel, and secretary. As of Dec. 31, 2019, the Debtors disclosed $5,834,044,000 in total assets and $2,601,834,000 in total liabilities. The case is assigned to Judge David R. Jones. Genevieve M. Graham, Esq., at PORTER HEDGES LLP, represents the Debtor. DIMENSION DESIGN: Gets OK to Hire Wipfli LLP as Accountant ---------------------------------------------------------- Dimension Design, Inc. received approval from the U.S Bankruptcy Court for the Northern District of Illinois to employ Wipfli LLP as its accountant. The Debtor requires an accountant in order to complete its 2020 year-end tax return. The firm will receive a flat fee of $12,000. Christopher Blaylock, a partner at Wipfli, disclosed in court filings that his firm is a "disinterested" person within the meaning of Section 101(14) of the bankruptcy code. Wipfli can be reached through: Christopher Blaylock Wipfli LLP 100 Tri-State International, Suite 300 Lincolnshire, IL 60069 Tel: 847.941.0210 Email: cblaylock@wipfli.com About Dimension Design Inc. Glenview, Ill.-based Dimension Design, Inc. -- http://www.dimensiondesign.com/-- is an event and experience agency that delivers custom environments to support the face-to-face marketing activities of exhibit houses and brands and turns visions into reality. With three U.S. locations, Dimension Design offers designs, graphics, marketing agencies and fabrication, onsite set-up installation and dismantle, and asset maintenance. Dimension Design sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-17920) on Sept. 30, 2020. Dimension Design President Michael J. Rogers signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Judge Lashonda A. Hunt oversees the case. The Debtor tapped Levenfeld Pearlstein, LLC as its legal counsel and JMM CPA and Wipfli LLP as its accountants. DIVIDE & CONQUER: Seeks to Hire Michael Jay Berger as Counsel ------------------------------------------------------------- The Divide & Conquer Company LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ the Law Offices of Michael Jay Berger as its legal counsel. The firm will render these legal services: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (e) prepare status reports as required by the court; and (f) respond to any motions filed in Debtor's bankruptcy proceeding. The firm's hourly rates are as follows: Michael Jay Berger $595 Sofya Davtyan $495 Mark Domeyer $495 Debra Reed $435 Carolyn M. Afari $435 Samuel Boyamian $350 Senior Paralegals and Law Clerks $225 Bankruptcy Paralegals $200 In addition, the firm will seek reimbursement for its expenses. The agreed upon retainer is $15,000. Michael Jay Berger, Esq., the sole owner of the Law Offices of Michael Jay Berger, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.bergerbankruptcypower.com About Divide & Conquer Company The Divide & Conquer Company LLC, doing business as Fit Body Boot Camp West Covina and The Serius Investment Group LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 21-10036) on Jan. 4, 2021, listing under $1 million in both assets and liabilities. Judge Vincent P. Zurzolo oversees the case. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. DMM HOLDINGS: Court Extends Plan Exclusivity Period Until March 22 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Massachusetts granted DMM Holdings, LLC's motion for the extension of its plan exclusivity period from January 21, 2021 to March 22, 2021. DMM Holdings previously sought the extension of its exclusivity period, contending that unlike its related debtors Martin Development, LLC, Diesel Realty, LLC and David M. Martin, its case was not designated as a small business case. DMM Holdings said that together with its Related Debtors, it filed a motion seeking the joint administration of their four related cases, which was allowed by the Court on September 24, 2020. DMM Holdings alleged that the Debtors had been engaged in ongoing discussions with Birch Hollow, LLC, 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. Birch Hollow holds a $7,445,305.42 commercial mortgage over DMM Holding's primary asset--a property known as 19 Main, located at 19-23 Main Street, Amesbury, MA. Birch Hollow's mortgage is cross-collateralized by the real estate and other assets owned by the Related Debtors. DMM Holdings further alleged 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 sought the extension of its exclusivity period so that it would coincide with the expiration of the Related Debtors' exclusivity period. 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 between $500,000 and $1 million and liabilities between $1 million and $10 million. Judge Elizabeth D. Katz oversees the case. Debtors are represented by Parker & Lipton. DMT SOLUTIONS: Moody's Raises Rating on 2024 Term Loan to B2 ------------------------------------------------------------ Moody's Investors Service upgraded DMT Solutions Global Corporation's (dba BlueCrest) senior secured term loan due 2024 to B2 from B3. All other ratings are unchanged. The rating outlook remains unchanged at stable. Subsequent to Moody's rating action on December 1, 2020, BlueCrest revised the contemplated transaction by downsizing the proposed $445 million senior secured term loan due 2027 offering to $225 million and keeping the existing term loan due 2024 in place. Final debt balances and adjusted leverage were largely unchanged from the initial proposal. The upgrade to B2 for the existing term loan due 2024 reflects the new debt capital structure consisting primarily of the upsized senior secured term loans, due 2024 (maturity for the incremental term loan was also revised to 2024 from 2027). Upgrades: Issuer: DMT Solutions Global Corporation Senior Secured Bank Credit Facility, Upgraded to B2 (LGD4) from B3 (LGD4) RATINGS RATIONALE The B2 CFR incorporates BlueCrest's small scale and challenged growth prospects that reflect the maturity of the mailing industry globally. Given persistent declines in total mail volume in the US, Moody's expects modest earnings growth will result in pro forma debt/EBITDA remaining elevated at more than 4.5 times over the next 12 months. The B2 CFR is supported by BlueCrest's leading position as a provider of mail inserting and sorting equipment, long standing customer relationships under multiyear contracts, diverse revenue base with no customer accounting for more than 4% of revenue, recurring services revenue streams, and good client retention. In addition to social risks from the coronavirus outbreak, governance risk is another consideration given BlueCrest's ownership by a financial sponsor. Lack of public financial disclosure and the absence of board independence are also incorporated in BlueCrest's credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The stable outlook reflects Moody's expectation that adjusted debt/EBITDA will remain elevated at more than 4.5 times. Moody's expects BlueCrest will maintain good liquidity over the next 12 months supported by growing adjusted free cash flow given the absence of significant one-time cash expenses that were previously required for the carve out from Pitney Bowes. Ratings could be upgraded if BlueCrest demonstrates stable revenues with adjusted debt to EBITDA being sustained below 3.0 times. Liquidity would need to improve with adjusted free cash flow to debt in the high-single digit percentage range. Ratings could be downgraded if topline performance for BlueCrest tracks below revenue trends for the industry or if Moody's expects adjusted debt to EBITDA will be sustained above 5.0 times. Deteriorating liquidity indicated by limited revolver availability or adjusted free cash flow to debt falling below 3% could also pressure ratings. DMT Solutions Global Corporation (dba BlueCrest), with headquarters in Danbury, CT, is a global provider of equipment and services related to mail inserting, parcel sorting, and printing. The company historically operated as a division of Pitney Bowes, Inc. and was acquired by Platinum Equity Capital Partners in mid-2018. Pro forma for the acquisition of BCC Software, BlueCrest generated approximately $460 million of net revenue for the last 12 months ended September 30, 2020. The principal methodology used in this rating was Diversified Technology published in August 2018. DOWNTOWN DENNIS: March 5 Plan Confirmation Hearing Set ------------------------------------------------------ Downtown Dennis Real Estate LLC filed with the U.S. Bankruptcy Court for the Western District of Washington at Seattle an Amended Disclosure Statement. On January 15, 2021, Judge Timothy W. Dore approved the Amended Disclosure Statement and ordered that: * March 5, 2021 at 9:30 a.m. is the telephonic hearing on confirmation of the Plan. * February 26, 2021 is fixed as the last day to file responses and objections to confirmation of Plan. According to the Amended Disclosure Statement, the Debtor's Plan dated Nov. 17, 2020, is accomplished through the continuation of the Debtor's primary business, the ownership, management, leasing and/or refinance or sale of commercial real estate. The Debtor seeks to accomplish payments under the Plan primarily from the net proceeds and revenues generated through the leasing, sale or refinance of the real property located at 2201, 2207 and 2213 Everett Ave., Everett, Washington 98201 ("The Property"), to make mortgage payments and plan payments. According to the Amended Disclosure Statement, Class 4 General unsecured claims owed totaling $86,946 are impaired. The claims will be paid over 60 months in fully amortized monthly payments of principal and interest on a principal balance of $86,946 or such other amount is allowed in the Claims Order. In the event funds are insufficient to pay Class 4 claims in full upon any sale of the Property or other assets, Class 4 claimants will receive a pro rata share of the funds available to pay Class 4 Unsecured Claims. A full-text copy of the order dated Jan. 15, 2021, is available at https://bit.ly/3paym3R from PacerMonitor.com at no charge. Attorney for Debtor: MARC S. STERN ATTORNEY AT LAW 1825 NW 65TH STREET SEATTLE, WA 98117 (206)448-7996 About Downtown Dennis Real Estate Downtown Dennis Real Estate, LLC, owns and operates the property located at 2201, 2207 and 2213 Everett Ave., Everett, Washington 98201. Downtown Dennis Real Estate sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Wash. Case No. 20-12859) on Nov. 17, 2020. At the time of the filing, the Debtor disclosed total assets of $2,910,519 and total liabilities of $1,511,516. Judge Timothy W. Dore oversees the case. The Law Office of Marc S. Stern serves as the Debtor's bankruptcy counsel. DULUTH ISD 709: Moody's Affirms Ba1 Rating on GOULT Bonds --------------------------------------------------------- Moody's Investors Service affirms Duluth Independent School District 709, MN's underlying Ba1 general obligation unlimited tax (GOULT) rating, Ba1 Full Term certificates of participation rating and Ba2 annual appropriation COPs rating. Concurrently, Moody's assigns underlying Ba1 and enhanced Aa2 ratings to the district's $18 million Taxable Full Term Refunding Certificates of Participation, Series 2021A and an underlying Ba2 rating to the district's $5 million Refunding Certificates of Participation, Series 2021B. Following the sale, the district will have $38 million in general obligation unlimited tax bonds, $121 million in full term COPs, and $28 million in annual appropriation COPs. The outlook has been revised to positive from negative. RATINGS RATIONALE The underlying Ba1 GOULT rating reflects the district's relatively narrow though improving financial profile following an extended period of chronically narrow reserves available for operations. The rating also incorporates the district's strong tax base that serves as a regional economic center, a long-term trend of declining enrollment will remain a credit challenge and the district's above average leverage related to long-term debt and pension burdens. The coronavirus pandemic drove an enrollment decline during the current fiscal year though management notes that a combination of lower than budgeted expenditures and state and federal funding related to the pandemic will offset the negative variance. The Full-Term COPs are rated the same as the district's underlying GOULT rating due to the lack of annual appropriation risk. The annual appropriation COPs are rated one notch below the underlying GOULT rating due to the risk of non-appropriation and the more essential nature of the financed projects (school buildings). The enhanced rating on the Series 2021A COPs reflects the additional security provided by the State of Minnesota's School District Credit Enhancement Program. The Aa2 enhanced programmatic rating is notched once from the State of Minnesota's Aa1 general obligation unlimited tax (GOULT) rating and the enhancement program carries a stable outlook, reflecting the stable outlook on the State of Minnesota. The enhanced rating reflects sound program mechanics and the State of Minnesota's pledge of an unlimited appropriation from its General Fund should the district be unable to meet debt service requirements. The program's mechanics include a provision for third party notification of pending deficiency. If the school district does not transfer funds necessary to pay debt to the paying agent at least three days prior to the payment due date, the state will appropriate the payment to the paying agent directly. Moody's expects to receive a copy of the signed program applications. RATING OUTLOOK The outlook has been revised to positive from negative to reflect the district's recently improved financial profile that is expected to remain stable following a period of notable volatility. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS Established track record of stable financial performance Upward movement in State of Minnesota's underlying GOULT rating (enhanced) FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS Inability to maintain a stable financial profile Continued enrollment declines that further pressure operating revenue Increased leverage or fixed costs Downward movement in the State of Minnesota's underlying GOULT rating (enhanced) Weakening of the credit enhancement program mechanics (enhanced) LEGAL SECURITY The GOULT bonds are secured by the district's pledge to levy a dedicated property tax unlimited as to rate and amount. The GOULT Bonds are additionally secured by statute. The full-term COPs do not carry the district's full faith and credit pledge but are secured by a separate, dedicated levy. The obligation of the district to make rental payments is absolute and unconditional and it is not subject to annual appropriation. The annual appropriation COPs are secured by lease payments which are subject to annual appropriation. The pledged assets are school facilities, which we deem to be a more essential asset. The district's GOULT bonds and Full-Term COPs are additionally secured by the State of Minnesota's School District Credit Enhancement Program which provides for an unlimited advance from the state's General Fund should the district be unable to meet debt service requirements. USE OF PROCEEDS Proceeds of the Series 2021A Full-Term COPs will advance refund for anticipated interest cost savings the district's Full-Term Certificates of Participation, Series 2012A. Proceeds from the 2012A refunded COPs were originally used to finance various improvements to Myers-Wilkins Elementary (formerly Grant Elementary) and Congdon Park Elementary. Proceeds of the 2021B annual appropriation COPs will current refund for anticipated interest cost savings the district's Certificates of Participation, Series 2010D and the district's Certificates of Participation, Series 2012B. Proceeds of the 2010D refunded COPs were originally used to finance improvements to district facilities. Proceeds of the 2012B refunded COPs were originally used to finance various improvements to Myers-Wilkins Elementary (formerly Grant Elementary) and Congdon Park Elementary. PROFILE Duluth ISD 709 is located along the Lake Superior shoreline about 150 miles north of the Twin Cities (Minneapolis, Aa1 stable; St. Paul, Aa1 stable) metropolitan area and has a population of about 94,000 residents. The district provides prekindergarten through twelfth grade education to residents of the City of Duluth as well as all or portions of five surrounding townships. Duluth ISD 709 operates nine elementary schools, two middle schools and two high schools with a current enrollment of about 8,300 students. METHODOLOGY The principal methodology used in the general obligation ratings was US Local Government General Obligation Debt published in July 2020. E WHALE: Hsin Chi Su Relief From Judgment Denial Affirmed --------------------------------------------------------- The United States Court of Appeals, Fifth Circuit, affirmed the district court's denial of Hsin Chi Su's motion for relief from judgment under Federal Rule of Civil Procedure 60(b). Su allegedly owned and controlled four corporations, known as the Whale Corporations. In 2010, the Whale Corporations obtained loans from a syndicate of lenders to finance the construction of several large maritime shipping vessels. In 2013, the Whale Corporations entered Chapter 11 bankruptcy proceedings. During those proceedings, the bankruptcy court authorized the sale of the vessels to OCM Formosa Strait Holdings, Ltd., which at that point held almost all of the Whale Corporations' debt. In July 2014, Su sued several of the Whale Corporations' lenders, seeking a declaration that the vessels' sale did not alter patent rights he allegedly held that were incorporated into the vessels' design or, in the alternative, the monetary value of his alleged intellectual property. Wilmington Trust, National Association, as successor-in-interest to one of these lenders, counterclaimed, alleging that Su had personally guaranteed the loans but had failed to pay the outstanding balance left after the vessels' sale. In 2015, Wilmington Trust filed two motions for summary judgment. Su opposed, through his then-outside counsel, Hoover Slovacek LLP. While Wilmington Trust's motions were pending, Su substituted Robins Kaplan LLP as his counsel. On December 7, 2018, the district court ruled that Su was not entitled to declaratory or monetary relief and entered a "final judgment" that purported to terminate all of the outstanding motions. However, the district court did not specifically address Wilmington Trust's counterclaims. On January 30, 2019, Su appealed. On March 4, 2019, the Court of Appeals dismissed Su's appeal for want of prosecution. On April 11, 2019, Wilmington Trust petitioned the district court to reopen the case to adjudicate its counterclaims against Su. The district court granted the motion and scheduled a hearing for May 16, 2019. In its scheduling order, the district court mandated that "whoever receives this notice must confirm that every other party knows of the setting," and that "[e]ach party must appear by an attorney with (a) full knowledge of the facts and (b) authority to bind the client." Three days before the scheduled hearing, Robins Kaplan moved to withdraw as Su's counsel. At the hearing, Su did not appear, nor did any attorney appear on his behalf. The district court entered judgment for Wilmington Trust in the amount of $60,459,959.33 for outstanding principal, $17,169,737.40 for pre-judgment interest, and post-judgment interest at the rate of 2.32%. The district court also denied Robins Kaplan's motion to withdraw and ordered Su to show cause why he had not appeared at the hearing. Robins Kaplan responded, asserting that the firm had been unable to communicate with Su regarding the hearing and consequently believed that it did not have the authority to bind Su. On May 21, 2020, Su moved to vacate the district court's judgment under Federal Rule of Civil Procedure 60(b). Su averred that, in March 2019, he was held in civil contempt by a court in the United Kingdom and was consequently incarcerated from March 29, 2019 until April 8, 2020. He maintained that, due to his incarceration, he did not learn of the reopening of his case, the May 2019 hearing, or the district court's grant of summary judgment for Wilmington Trust until after these events transpired. Further, he attested that he was unable to locate counsel to attempt to vacate the district court's judgment before his release from prison in April 2020. Su argued that his failure to defend himself against Wilmington Trust's motions for summary judgment was excusable. Su's Rule 60(b) motion was denied by the district court without explanation. "In this case, we agree with Su that Robins Kaplan effectively abandoned him by failing to appear at the May 2019 hearing despite not having been permitted by the district court to withdraw. Nevertheless, Su is not entitled to relief for two reasons. First, an attorney's failure to appear at a hearing is covered by Rule 60(b)(1)'s 'mistake, inadvertence, surprise, or excusable neglect' category of relief... Because Rule 60(b)'s categories of relief are 'mutually exclusive,' Robins Kaplan's failure to appear on Su's behalf at that May 2019 hearing cannot serve as the basis for relief under Rule 60(b)(6). Second, even addressing the question of 'extraordinary circumstances,' we note that the situation here is one of ruling on existing briefing, not considering new evidence or conducting a trial. Prior counsel, Hoover Slovacek, had filed opposition briefs in response to these motions in 2015. After the case was reopened in April 2019, Wilmington Trust did not file any briefing to supplement its original motions, nor did it present any new evidence or arguments at the hearing. Because Wilmington Trust did not update its motions for summary judgment, Su's 2015 opposition briefs remained applicable in 2019. Therefore, Su had a defense in place when the district court adjudicated Wilmington Trust's summary judgment motions," the Court explained. "Here, contrary to an entry of default judgment, at the May 2019 hearing, the district court indicated that it had considered the merits of Wilmington Trust's counterclaims and was granting judgment on the strength of its arguments, not because Su failed to appear at the hearing. Because Su was able to present his objections to the district court through the counsel of his choice and judgment was entered against him on the merits, the circumstances of this case are not so "extraordinary" as to justify the reversal of the district court's denial of relief under Rule 60(b)(6) on abuse of discretion review," the Court added. The case is Hsin Chi Su, Plaintiff-Appellant, v. Wilmington Trust, National Association, Defendant-Appellee, Case No. 20-20337 (5th Cir.). A full-text copy of the decision, dated January 13, 2021, is available at https://tinyurl.com/yxeb3w26 from Leagle.com. EAGLE HOSPITALITY: Seeks to Pay Caretakers of 14 Closed Hotels -------------------------------------------------------------- Debtors EHT US1, Inc., et al., filed a motion asking the U.S. Bankruptcy Court for the District of Delaware to pay $3.4 million for caretakers of their closed hotels. As part of a real estate investment trust structure, the Debtors were generally removed from the everyday business of managing the Hotels. Under the Master Leases and related agreements, the Master Lessees were responsible for working with the Hotel Managers to, pursuant to the terms of the applicable HMAs, fund operational expenses (including with respect to personnel, vendors, contractors, and taxing authorities), while the Master Lessors were only responsible for certain costs associated with fee ownership, such as real estate taxes. Unfortunately, the Master Lessees failed to comply with their obligations under the HMAs and fund the operation of the Hotels, leading to the temporary closure of fifteen Hotels, fourteen of which remain closed as of the Petition Date, and, ultimately, the termination of all Master Leases. Twelve of the fourteen Hotels that remain closed as of the Petition Date are owned by Debtor Propcos, while two of these fourteen Hotels are owed by Non-Debtor Propcos. In April and May 2020, in connection with the closure of the Closed Hotels, the applicable Debtor Propcos entered into hotel caretaker agreements with certain hotel operators so as to ensure that basic and limited safeguard services are provided at the Closed Hotels to prevent waste at and material damage to the Closed Hotels. Prior to the Petition Date, the Debtors paid the caretaker costs through the end of November 2020, as well as a portion of the caretaker costs for the month of December 2020. In particular, on January 12, 2021 the Debtors paid approximately $654,000 of the approximately $2.1 million in December 2020 caretaker costs, leaving approximately $1.6 million unpaid. In addition, the Debtors estimate that, for the period from January 1, 2021 to the Petition Date, the caretaker costs are approximately $1.2 million. This means that, as of the Petition Date, an aggregate amount of approximately $2.8 million in caretaker costs remain outstanding, of which approximately $80,000 relates to the Closed Hotels owned by the Non-Debtor Propcos. As of the Petition Date, the ten caretaker bank accounts held at Bank of America contained balances totaling approximately $550,000. These accounts are purportedly subject to a security agreement with the Debtors' prepetition lender group and subject to set-off claims. If the hotel caretakers are denied access to these funds, the Debtors will need to provide an additional approximately $550,000 to the hotel caretakers to fund hotel operations. G. David Dean, Esq., of COLE SCHOTZ P.C., the Debtors' counsel, explains that the uninterrupted provision of caretaker services is critical to preserve the value of the Closed Hotels. Absent such services, the Closed Hotels would be put at risk of theft, mold, and other damage to the property. Moreover, if the hotel caretakers were to discontinue providing caretaker services, the Debtors may not be able to secure an alternative service provider -- especially on mere five business days' notice. In addition, to the extent that the hotel caretakers discontinue paying third parties for services rendered or goods provided in connection with the caretaking services, it is possible that such third parties will assert claims against the applicable Debtor Propco and/or impose mechanics' liens or similar liens on the Closed Hotels. The Debtors estimate that the Caretaker Claims total approximately $3.4 million in the aggregate. The Debtors submit that it would suffer immediate and irreparable harm if the hotel caretakers were to discontinue providing caretaker services. Under the Interim Order, the Debtors seek the authority to pay the Caretaker Claims only up to the amount of $2.5 million, of which amount no more than $100,000 may be used to pay Caretaker Claims against the Non-Debtor Propcos. About Eagle Hospitality Group Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality stapled group comprising Eagle Hospitality Real Estate Investment Trust 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. EAST WEST: Seeks to Hire Eric A. Liepins as Counsel --------------------------------------------------- East West Compost, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Eric A. Liepins, P.C. as legal counsel. The Debtor requires legal assistance to orderly liquidate its assets, reorganize the claims of the estate, and determine the validity of claims asserted against the estate. The firm will be paid at these rates: Eric Liepins, Esq. $275 per hour Paralegals/Legal Assistants $30 - $50 per hour Liepins received a retainer of $5,000, plus the filing fee. The firm will also be reimbursed for out-of-pocket expenses incurred. Eric Liepins, Esq., disclosed in court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About East West Compost LLC East West Compost, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-40044) on Jan. 12, 2021. At the time of the filing, the Debtor had estimated assets of $100,001 to $500,000 and liabilities of $50,000. Eric A. Liepins, Esq., serves as the Debtor's legal counsel. ENDURE DIGITAL: Moody's Assigns First Time B3 Corp. Family Rating ----------------------------------------------------------------- Moody's Investors Service assigned a first time B3 Corporate Family Rating and B3-PD Probability of Default Rating to Endure Digital, Inc. ("Endure Digital") in connection with private equity firm Clearlake Capital Group, L.P.'s proposed acquisition of EIG Investors Corp. ("Endurance") and subsequent merger with Web.com Group, Inc. At the same time, Moody's assigned a B2 rating to the company's proposed first lien senior secured credit facility, consisting of a $275 million revolving credit facility and $2.295 billion term loan B. The outlook is stable. The new credit facility is being issued as part of several concurrent transactions. First, Clearlake will acquire 100% of the common stock of Endurance for $9.50 per share, representing a total enterprise value of approximately $3.0 billion. Second, Clearlake will use incremental proceeds from the proposed financing and new equity contribution to buy Web.com from Siris Capital Group, LLC for a total enterprise value of approximately $2.2 billion. Third, Endurance will be merged with Web.com to form Endure Digital. Siris will roll its existing equity from Web.com and become an equal share partner with Clearlake in the combined company. Finally, the sponsors will spin out Endurance's digital marketing software business ("Constant Contact") into a standalone company with separate financing that is not part of this capital structure. Moody's also expects Endure Digital to issue an additional $640 million of unsecured debt to complete the funding of the transaction in the near term. Moody's will withdraw all existing ratings of Endurance and Web.com upon the repayment of debt. The rating action reflects the merging of Web.com and Endurance complimentary businesses, highly visible and well-respected brands, and strengthened competitive position in the web services market with pro forma revenues in excess of $1 billion in 2020. At the same time, the transaction involves very high level of debt and leverage as well as elevated execution risks around integrating Endurance, a larger company with lower profitability and historically higher customer churn than Web.com. The macro economic uncertainty and weak topline growth also weigh in on the rating. Finally, the rating action incorporates the company's high governance risk associated with private equity ownership, tolerance for high leverage and potential for an aggressive growth strategy or shareholder distributions. Assignments: Issuer: Endure Digital, Inc. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Secured First Lien Revolving Credit Facility, Assigned B2 (LGD3) Senior Secured First Lien Term Loan B, Assigned B2 (LGD3) Outlook Actions: Issuer: Endure Digital, Inc. Outlook, Assigned Stable The assigned first-time ratings remain subject to Moody's review of the final terms and conditions of the proposed financing and merger transaction that is expected to close in February 2021. RATINGS RATIONALE Endure Digital's B3 CFR reflects the company's high pro forma debt-to-EBITDA leverage, estimated at 8.8x (Moody's adjusted, expensing all capitalized software costs but excluding future cost savings and synergies not yet implemented for the combined company) at September 30, 2020 and elevated integration risk associated with the combination of two businesses, Endurance and Web.com, which historically experienced challenges in sustaining revenue and earnings growth amid ongoing revenue attrition for the company's legacy brands. The scale of the two companies and the considerable restructuring initiatives that are planned could create business disruptions and slow pace of deleveraging in the context of the competitive industry dynamic and weak macro-economic outlook. Although closing leverage is high, Moody's estimates that the company will be able to improve on this measure over the next 12-18 months, with debt-to-EBITDA expected to moderate towards mid-7.0x by the end of 2022 based on cost savings realization and improved operating margin. However, these leverage projections assume Endure Digital achieves the majority of its planned synergies and cost savings from the merger, while maintaining stable topline. The company is also exposed to event risks under majority private equity ownership including debt-funded acquisitions and shareholder distributions. The rating favorably considers Endure Digital's enhanced scale as the third largest by revenue provider of web services, highly diversified revenue base with more than 6.8 million paid-subscribers, the mission-critical nature of its offerings servicing small-medium-sized businesses (SMB), a largely recurring and predictable revenue base driven by annual contracts with auto-renew options, and above market average customer retention rates. The business combination creates opportunities for the company to cross-sell and up-sell solutions across a larger and diversified subscriber base and realize significant cost savings through improved capacity utilization in data centers, elimination of redundancies, offshoring operating platforms and consolidating infrastructure and technology platforms. The transaction contemplates large cost synergies that the company expects to realize within 2-3 years of closing. Web.com's management team, which will be retained as part of this transaction, has significant expertise and good track record in platform consolidation and cost savings implementation. The rating is also supported by the company's asset-light operating model with highly variable cost structure, favorable working capital profile and limited capital requirements. Moody's expects the company will maintain good liquidity, including free cash flow generation in excess of $150 million over the next 12-18 months. The stable outlook reflects Moody's view that Endure Digital's credit metrics will improve over the next 12-18 months as the company realized significant cost savings and large integration expenses abate, while topline remains stable over the same period. Moody's also expects Endure Digital will maintain good liquidity, including free cash flow-to-debt (Moody's adjusted) in the low-to-mid single-digit percentages of total debt. Endure Digital's good liquidity will be supported by a pro forma cash balance of approximately $70 million at closing and full availability under a new $275 million revolving credit facility due 2026 (undrawn at closing). While one-time integration costs associated with the integration of the two businesses could weigh on the free cash flow generation over the near term, Moody's expects that Endure Digital will generate normalized annual free cash flow of nearly 5% of total debt over the next 12-18 months. There are no financial maintenance covenants under the new credit facility (revolver and term loan), but the revolver is subject to a springing maximum first lien leverage ratio of 7.1x if the amount drawn exceeds more than 35% of the revolving credit facility. The company is expected to maintain covenant compliance over the next 12-15 months even if the covenant is triggered. The B2 rating assigned to Endure Digital's senior secured first lien credit facility (revolver and term loan) is one notch higher than the company's B3 CFR, reflecting the expected moderate amount of junior support in the capital structure, in the form of unsecured debt (unrated) and other non-debt obligations. The first lien credit facility is unconditionally guaranteed jointly and severally on a senior secured first-lien basis by the holdings and the borrower's direct and indirect, existing and future, wholly-owned domestic subsidiaries. The first lien credit facility is secured by a perfected first-priority pledge on all material assets of the borrower and guarantors. The first lien credit facility is expected to contain covenant flexibility for transactions that could adversely affect creditors, including incremental facility capacity. The credit agreement requires 100% of non-ordinary course asset sales to be used to repay the credit facility, stepping down to 50%, 25% and 0% if secured net leverage is below 3.4x, 3.15x and 2.9x, respectively, subject to a reinvestment opportunity of 100% of these proceeds. There are no unrestricted subsidiaries preventing potential collateral leakage to unrestricted subsidiaries. Only wholly-owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; partial dividends of ownership interests could jeopardize guarantees. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgrade if Endure Digital cannot translate planned cost savings and synergy benefits into higher EBITDA, weak topline growth or margin compression, or if the company fails to generate free cash flow. The ratings could also be downgraded if debt-to-EBITDA (Moody's adjusted) remains elevated or liquidity deteriorates for any other reason. Successful integration of Endurance, including achieving synergy targets and meaningfully reducing leverage, while maintaining stable topline are required for an upgrade. Quantitatively, the ratings could be upgraded if Moody's believes that the company will maintain debt-to-EBITDA (Moody's adjusted) below 6.5x and free cash flow-to-total debt at 5% or better. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Endure Digital (Web.com and Endurance), is a leading provider of internet domain name registrations, web hosting and website building tools to small businesses. The combined company will have an expanded portfolio of leading web services brands, which include Bluehost, Network Solutions, and Web.com as well as other regional and complimentary brands. Moody's projects pro forma revenue in excess of $1 billion in 2020. Clearlake and Siris will be majority shareholders of the combined company. ENKOGS1 LLC: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: ENKOGS1, LLC DBA Econo Lodge Inn & Suites 710 Thompson Avenue Maitland, FL 32751 Business Description: ENKOGS1, LLC operates in the traveler accommodation industry. Chapter 11 Petition Date: January 22, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-00276 Debtor's Counsel: Aldo G. Bartolone, Esq. BARTOLONE LAW, PLLC 1030 N. Orange Avenue Suite 300 Orlando, FL 32801 Tel: (407) 294-4440 Fax: (407) 287-5544 E-mail: aldo@bartolonelaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Marco Kozlowski, managing member. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/J7S63JI/ENKOGS1_LLC__flmbke-21-00276__0001.0.pdf?mcid=tGE4TAMA EQUINOX HOLDINGS: Again Seeks to Delay SoulCycle Debt Payment ------------------------------------------------------------- Eliza Ronalds-Hannon and Katherine Doherty of Bloomberg News report that Equinox Holdings Inc. is seeking to rework some of its debts less than a month before the gym chain faces a deadline to cover a loan owed by its SoulCycle subsidiary. Equinox, the luxury fitness chain backed by billionaire Stephen Ross's Related Cos., is in talks with HPS Investment Partners, the lender that provided a credit facility to SoulCycle, according to people with knowledge of the matter. Equinox previously said it would guarantee part of Soul Cycle's credit line of about $265 million, and struck a forbearance deal with HPS last May 2020 amid the spread of pandemic. Equinox has an obligation to repurchase of debt tied to its SoulCycle spin studio chain. The company has until February 2021 to repurchase the debt, which has already been pushed back from the original deadline of May 2020. About Equinox Holdings Equinox Holdings, Inc., through its subsidiaries, is an upscale gym chain, providing fitness services such as yoga classes, studio cycling, cardio exercises, martial arts, spa, and personal training in an 'unparalleled luxury environment'. Founded in 1991, Equinox -- http://www.equinox.com/-- operates over 100 full-service clubs globally across major US cities including New York, LA, Miami and San Francisco as well as London, Toronto and Vancouver. In July 2019, Equinox unveiled Equinox Hotels as a true culmination of its lifestyle brand promise, redefining the luxury hospitality experience to be a seamless extension of high-performance living. * * * The Company has been burning cash amid the pandemic, and is burdened with $1.1 billion in debt. The Company tasked Kirkland & Ellis and Centerview Partners with helping the brand steer its way through its sizable debt obligations, while lenders tapped Akin Gump Strauss Hauer & Feld, Bloomberg News reported in October 2020. EXTRACTION OIL: Chapter 11 Exits Ends Its Pollution Lawsuit ----------------------------------------------------------- Law360 reports that Extraction Oil & Gas has negotiated an exit from a lawsuit over allegations it violated federal air quality laws by releasing pollution without proper permits, the last of seven Colorado oil and gas companies to walk away from the litigation after a series of summer settlements. In a stipulation for dismissal Thursday, January 21, 2021, Extraction Oil & Gas Inc. and WildEarth Guardians informed a Colorado federal court they reached an agreement to end the suit targeting the former's operations around Denver and the Front Range of the Rockies. 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 approved Extraction Oil & Gas Inc.'s plan to reduce funded debt by $1.3 billion. The Company emerged from bankruptcy in January 2021. FADYRO DISTRIBUTORS: Seeks Court Approval to Hire Accountant ------------------------------------------------------------ Fadyro Distributors, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Joel Rodriguez Fernandez, an accountant practicing in San Lorenzo, P.R. The Debtor requires an accountant to properly administer its bankruptcy proceeding and comply with the post-petition tax returns accounting and reporting requirements including, but not limited to, monthly operating reports and financial analysis. Mr. Fernandez will be paid at $450 per month. Mr. Fernandez disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The accountant can be reached through: Joel Rodriguez Fernandez Urb. Aponte, Calle Abanico 3-P-1 San Lorenzo, PR 00754 Telephone: (787) 736-5020 About Fadyro Distributors Fadyro Distributors, Inc. filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.P.R. Case No. 21-00029) on Jan. 5, 2021. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. The Debtor tapped Landrau Rivera & Assoc. as its legal counsel and Joel Rodriguez Fernandez, an accountant practicing in San Lorenzo, P.R. FALC ENTERPRISES: Seeks to Hire Larry Otten as Auctioneer --------------------------------------------------------- FALC Enterprises, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Larry Otten Auctioneers, Inc. The Debtor requires the services of a licensed auctioneer to sell its properties, including its truck and trailer fleet, in order to liquidate its assets. The firm will be paid 15 percent of the gross sales price of the items sold via auction whether brought to the auction facility in Clint, Texas, or sold at their present location. Larry Otten of Larry Otten Auctioneers disclosed in a court filing that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The auctioneer may be reached at: Larry Otten Larry Otten Auctioneers, Inc. 200S. San Elizario Road P.O. Box 718 Clint, TX 79836 Tel: (915)526-4203 Fax: (915)851-6589 Email: support@LarryOttenAuctioneers.com About FALC Enterprises LLC FALC Enterprises, LLC operates in the specialized freight trucking industry. FALC Enterprises filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-31002) on Sept. 11 2020. FALC President Lourdes P. Castro signed the petition. At the time of the filing, the Debtor disclosed $1,485,522 in assets and $1,944,538 in liabilities. Judge H. Christopher Mott oversees the case. James & Haugland, P.C. serves as the Debtor's legal counsel. FERRELLGAS PARTNERS: Taps Moelis & Company as Investment Banker --------------------------------------------------------------- Ferrellgas Partners LP and Ferrellgas Partners Finance Corp. seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Moelis & Company LLC as investment banker. Moelis will render these services: (a) assist counsel and the Debtors in reviewing and analyzing the Debtors' results of operations, financial condition and business plan; (b) assist counsel and the Debtors in reviewing and analyzing any potential restructuring, sale transaction or capital transaction; (c) advise counsel and the Debtors on the terms they offer in any potential restructuring or capital transaction; (d) advise counsel and the Debtors on their preparation of any information memorandum for a potential restructuring, sale transaction or capital transaction; (e) assist counsel and the Debtors in contacting potential participants in a restructuring, sale transaction or capital transaction that Moelis and the Debtors agree are appropriate, and meet with and provide them with the information memorandum and such additional information about the Debtors' assets, properties or business; (f) assist counsel and the Debtors in negotiating and effectuating any restructuring, sale transaction or capital transaction; (g) assist counsel and the Debtors in selecting underwriters for a high yield bond transaction under Rule 144A of the Securities Act; and (h) provide such other financial advisory and investment banking services in connection with a restructuring, sale transaction or capital transaction as Moelis and the Debtors may mutually agree upon. Moelis will be compensated pursuant to this fee structure: (a) Monthly Fee. During the term of the engagement letter, a fee of $175,000 per month, payable in advance of each month. (b) Restructuring Fee. At the closing of a restructuring, a fee of 0.25 percent of the total amount of any debt restructured, plus 0.75 percent of the total amount of any debt eliminated or reduced. (c) Sale Transaction Fee. At the closing of a sale transaction, a fee of 0.6 percent of transaction value for amounts up to $2,950 million, plus 3 percent of transaction value for amounts in excess of $2,950 million. (d) Capital Transaction Fee. At the closing of a capital transaction, a fee of 3 percent of the aggregate gross amount or face value of capital raised, 1 percent of the aggregate gross amount of debt obligations and other interests raised as part of a debtor-in-possession financing, plus a percentage of the aggregate gross amount of debt obligations and other interests raised in the capital transaction other than Debtors' financing. In addition to fees payable to Moelis, the Debtors will reimburse the firm for out-of-pocket expenses incurred. Adam Steinberg, a managing director at Moelis & Company, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Adam Steinberg Moelis & Company LLC 399 Park Avenue, 5th Floor New York, NY 10022 Telephone: (212) 883-3800 Facsimile: (212) 880-4260 Email: adam.steinberg@moelis.com About Ferrellgas Partners Ferrellgas Partners, LP is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and non-debtor Ferrellgas, LP. Ferrellgas Partners Finance is a Delaware corporation formed in 1996 and has nominal assets, no employees and does not conduct any operations, but solely serves as co-issuer and co-obligor for the 2020 Notes. Ferrellgas, primarily through non-debtor OpCo, is a distributor of propane and related equipment and supplies to customers in the United States. Ferrellgas' market areas for residential and agricultural customers are generally rural while the market areas for industrial and commercial and portable tank exchange customers are generally urban. Ferrellgas Partners LP and Ferrellgas Partners Finance filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 21-10021 and 21-10020) on Jan. 11, 2021. James E. Ferrell, chief executive officer and president, signed the petitions. At the time of the filing, Ferrellgas Partners, LP was estimated to have $100 million to $500 million in both assets and liabilities while Ferrellgas Partners Finance was estimated to have less than $50,000 in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Squire Patton Boggs (US) LLP as primary bankruptcy and restructuring counsel; Chipman, Brown, Cicero & Cole, LLP as local bankruptcy counsel; Moelis & Company LLC as investment banker; and Ryniker Consultants as financial advisor. Prime Clerk LLC is the claims, noticing & solicitation agent. FF FUND: Murphy & McGonigle Represents Grausman, et al ------------------------------------------------------ In the Chapter 11 cases of FF Fund I, L.P., the law firm of Murphy & McGonigle, P.C., submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing with these clients: Richard Grausman 15 West 81st Street Apt. 7B New York, NY 10024 * Richard Grausman currently holds an unsecured, non-priority claim in the amount of $124,508.34, representing his redemption claim on account of his 0.25% limited partnership interest in FF Fund I, L.P Ann Lewin Revocable Trust 7663 Fisher Island Drive Miami Beach, FL 33109 * Ann Lewin Revocable Trust currently holds a 0.48% limited partnership interest in FF Fund I, L.P. Kimple 2009 Trust 3505 Turtle Creek Suite PH20A Dallas, TX 75219 * Kimple 2009 Trust currently holds an unsecured, non-priority claim against FF Fund I, L.P. in the amount of $532,884.00, representing its redemption claim on account of its 1.07% limited partnership interest in FF Fund I, L.P. Lewis Hall Stalene Hall 17 Old Grange Road Hopewell Junction, NY 12533 * Lewis Hall and Stalene Hall currently hold an unsecured, non- priority claim against FF Fund I, L.P. in the amount of $14,180.00, representing their redemption claim on account of their 0.03% limited partnership interest in FF Fund I, L.P. Ashleigh Aungst 13951 Cinnabar Place Huntersville, NC 28078 * Ashleigh Aungst currently holds unsecured, non-priority claims against FF Fund I, L.P., totaling $25,735.64, representing her redemption claims on account of her 0.05% limited partnership interests in FF Fund I, L.P. M&M P.C. also represents Florence Capital Advisors, LLC and Gregory A. Hersch, as parties in interest, who were investment advisors to the Clients and who are identified in the Debtors' disclosure statement as potential targets of litigation. M&M P.C. does not presently own, nor has it previously owned, any claims against, or interests in, the Debtors or their estates. Counsel for Grausman, et al., can be reached at: MURPHY & McGONIGLE, P.C. Theodore R. Snyder, Esq. 1185 Avenue of the Americas, 21st Floor New York, NY 10036 Tel. (212) 880-3976 E-mail: tsnyder@mmlawus.com A copy of the Rule 2019 filing, downloaded from PacerMonitor.com, is available at https://bit.ly/2Yczdow About FF Fund I L.P. FF Fund I L.P., an investment company based in Miami, Fla., filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019. In the petition signed by CRO Soneet R. Kapila, the Debtor estimated $50 million to $100 million in assets and $1 million to $10 million in liabilities. On Jan. 24, 2020, F5 Business Investment Partners, LLC, an affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-10996). The case is jointly administered with that of FF Fund on Feb. 4, 2020. At the time of the filing, F5 Business estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Chief Judge Laurel M. Isicoff oversees the cases. Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is serving as the Debtors' legal counsel. No creditors' committee has been appointed in the case. In addition, no trustee or examiner has been appointed. FIRST ADVANTAGE: Moody's Hikes CFR to B2 & Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service upgraded First Advantage Holdings, LLC's Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2-PD from B3-PD. At the same time, Moody's affirmed the B2 rating on the company's first lien senior secured credit facility, consisting of an upsized $770 million due 2027 (including a new $100 million incremental term loan) and a $75 million revolving credit facility due 2025. The outlook was changed to stable from positive. Net proceeds from the incremental term loan along with balance sheet cash will be used to retire the company's existing $145 million senior secured second lien term loan due 2028. The incremental term loan is expected to be fully fungible with the existing first lien debt. Moody's will withdraw the rating on the second lien term loan upon the repayment of debt. The upgrade of the CFR to B2 is supported by First Advantage's strong business recovery in 2020 to above pre-pandemic levels, including timely cost actions that has led to meaningful improvement in credit metrics and liquidity. Following relatively weak operating results in the first half of 2020 due to the coronavirus pandemic, background screening volumes have since stabilized and have accelerated in the second half of the year. The company delivered strong double-digit organic revenue and profitability in the second half of 2020, which Moody's expects to continue into 2021. First Advantage's revenues are highly reliant on large enterprise clients and the company continues to see strong screening volumes from essential retailers, transportation and logistics, technology as well as staffing clients that serve these groups. Moody's estimates that First Advantage's debt-to-EBITDA (Moody's adjusted and expensing all capitalized software cost), pro forma for the transaction, currently at around 5.8x as of December 31, 2020 pro forma for the refinancing transaction, will trend towards 5.0x over the next 12-18 months. Moody's also expects that the company will maintain very good liquidity, including maintaining large cash balances and generate annual cash flow in excess of $50 million. The B2 first lien credit facility rating, on par with the B2 CFR, reflects the elimination of a layer of loss absorption provided by the $145 million second lien term loan. The first lien term loan and revolver will represent the preponderance of the company's obligations following the proposed transaction. Affirmations: Issuer: First Advantage Holdings, LLC Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3) Upgrades: Issuer: First Advantage Holdings, LLC Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Outlook Actions: Issuer: First Advantage Holdings, LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE The B2 CFR reflects First Advantage's strong global market position and screening capabilities that includes services that are deeply embedded into clients' human resource, security and risk management functions and entail high switching costs. The company's credit profile benefits from a good end user industry diversification, long standing relationship with its blue-chip customers, high retention rates of around 97% as of 2020 and no significant customer concentration. First Advantage has industry-leading EBITDA margins and capacity to manage its cost base in uncertain economic environments which helps to preserve margins. Moody's believes that the company's continuous focus on efficiency driven by robotic process automation, along with procurement and productivity initiatives could support further margin expansion. The company's rating is constrained by its moderate operating scale and narrow product focus, operations within the highly competitive and fragmented market segments, moderate social and reputational risks, uncertainties around the global macroeconomic outlook and the potential that the company will undertake aggressive growth or shareholder return strategies under financial sponsor ownership. The stable outlook reflects Moody's anticipation of further deleveraging, such that debt-to-EBITDA will trend towards 5.0x over the next 12-18 months. The stable outlook also assumes the company will maintain a very good liquidity profile, including free cash flow-to-debt (Moody's adjusted) in excess of 5%. Moody's expects First Advantage to maintain very good liquidity over the next 12-15 months. Sources of liquidity consist of approximately $105 million of balance sheet cash at the close of the transaction, projected free cash flow in excess of $50 million annually, and access to funds under the $75 million revolving credit facility (undrawn at December 31, 2020). Moody's believes that current cash sources provide good coverage of approximately $7.7 million of mandatory annual debt amortization, paid quarterly. There are no financial maintenance covenants under the first lien term loan but the revolving credit facility is subject to a springing maximum first lien net leverage ratio if the amount drawn exceeds 35% of the revolving credit facility. The company is not expected to utilize the revolver during the next 12-15 months and will remain well in compliance with the springing first lien net leverage covenant, if tested. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward rating pressure is limited by the company's moderate size, lack of business diversity and private equity ownership. However, the ratings could be upgraded if the company expands its operating scope and commits to a balanced financial policy while maintaining at least good liquidity. Quantitatively, the ratings could be upgraded if debt reductions combined with sustained earnings growth leads to a material improvement in credit metrics such that debt-to-EBITDA (Moody's adjusted and expensing all capitalized software costs) is sustained below 4.0x and free cash flow-to-debt (Moody's adjusted) above 10%. Conversely, Moody's could downgrade First Advantage's ratings if operating performance meaningfully deteriorates leading to permanently high leverage, low or negative free cash flow expectations. A large debt-financed acquisition or shareholder distribution could also pressure the ratings. Quantitatively, the ratings could be pressured if debt-to-EBITDA (Moody's adjusted and expensing all capitalized software costs) is above 6.0x or free cash flow to debt (Moody's adjusted) is below 5%, on sustained basis. FADV, headquartered in Atlanta, GA, provides screening and background-check services to a variety of industries, including retail, industrial, professional services, finance, staffing, and healthcare. Services include criminal record checks, education and employment verification, credit score standings, drug testing and fingerprinting. FADV also generates revenue from other services such as tax-credit screening for federal- and state-related tax incentive programs, fleet vehicle services, driver qualification services and multi-family housing applicant screening. FADV is majority-owned by Silver Lake Partners, with remaining shares held by management. The company is expected to generate revenue of approximately $509 million in fiscal 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. FORCEPOINT: Moody's Assigns First Time 'B3' CFR, Outlook Stable --------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and a B3-PD probability of default rating to first time issuer Panther Guarantor II, L.P. ("Forcepoint"). Moody's also assigned a B3 rating to the proposed first lien credit facilities, which will be issued at Forcepoint's subsidiaries, Panther Purchaser LLC and Panther Commercial Holdings, L.P.'s. The credit facilities will be used to fund the acquisition of certain cybersecurity assets by private equity firm Francisco Partners from Raytheon Technologies Corporation for roughly $1.1 billion as part of a carve-out transaction. The outlook is stable. RATINGS RATIONALE The B3 CFR reflects Forcepoint's very high initial leverage at deal close, challenges of separating as a stand-alone company while simultaneously restructuring operations and potential for near term negative free cash flow. The rating also reflects the company's leading position across various commercial and government cybersecurity software markets and favorable demand drivers in the security software industry. Forcepoint has seen strong growth in its Government business in recent years while seeing more challenging performance in its larger Commercial business. However, Forcepoint's Commercial business should see more consistent topline performance as the company's new cloud and hybrid Secure Web Gateway (SWB), Data Loss Prevention (DLP), and Next-Gen Firewall (NGFW) products offset their legacy, on-prem predecessor products. Pro forma leverage at closing is over 20x excluding certain one-time costs (and far higher including those items) and free cash flow pro forma for the new capital structure is negative. Francisco Partners plans to enact sizeable cost restructuring initiatives however, which, have the potential to drive adjusted debt leverage to 6.0x and free cash flow positive over the next two years if the company can maintain low single digit growth through the process. The stable outlook reflects Moody's expectation that Forcepoint will make significant headway under its restructuring program, modestly grow revenue and improve its run-rate EBITDA margin to the mid-teens over the next two years. Forcepoint's environmental risks are low and in line with other software peers. Social risks are low to moderate, in line with the software sector, mainly stemming from social issues linked to data security, diversity in the workplace and access to highly skilled workers. Cyber security risks are moderate at Forcepoint and arise from breaches on installed customer software as well as internal Forcepoint systems. Forcepoint is privately held by private equity firm Francisco Partners and does not have an independent Board. Financial policies are expected to be aggressive as highlighted by the high leverage at closing and significant restructuring plans. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Forcepoint's CFR could be upgraded if the company is able to grow revenues, maintain or improve market share, leverage is sustained below 6.5x (including Moody's adjustments) and free cash flow to debt is sustained above 5%. Forcepoint's CFR could be downgraded if performance deteriorates as a result of the separation or restructuring plan, leverage remains over 8x (including Moody's adjustments) on other than a temporary basis, or free cash flow to debt is not on track to be positive in 2022 or if liquidity otherwise deteriorates. Liquidity is good based on a pro forma cash balance of $93 million, although a portion of this cash balance is earmarked for certain one-time costs related to the cost savings plan and the stand-up costs related to the carve-out from Raytheon Technologies. Moody's expects free cash flow will be breakeven to negative in the first of deal close due to these one-time costs. The company will also have a $75 million undrawn revolving credit facility at closing. Assignments: Issuer: Panther Guarantor II, L.P. (Forcepoint) Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Issuer: Panther Purchaser LLC Gtd Senior Secured 1st Lien Revolver Credit Facility, Assigned B3 (LGD3) Gtd Senior Secured 1st Lien Term Loan, Assigned B3 (LGD3) Outlook Actions: Issuer: Panther Guarantor II, L.P. (Forcepoint) Outlook, Assigned Stable Issuer: Panther Purchaser LLC Outlook, Assigned Stable The proposed secured debt facilities has flexibility that could be detrimental to lenders, including a provision for incremental secured facilities up to the greater of $110 million or 1x EBITDA. Asset sale proceeds are required to pay down debt based on a leverage based test with 18 month reinvestment provisions (and an additional 180 day extension if the purchase is committed to within the initial 18 month window). Forcepoint is a security software company serving both enterprise and government customers, with approximately $650 million of revenue for the fiscal year ended December 31, 2019. The company will be owned by private equity -firm Francisco Partners at close of the transaction. The principal methodology used in these ratings was Software Industry published in August 2018. FRANCESCA'S HOLDINGS: Gets Court Okay to Sell Itself to TerraMar ---------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Francesca's Holdings Corp. won bankruptcy court approval to sell itself to a TerraMar Capital affiliate and Tiger Capital Group, attorney Maria DiConza of O'Melveny & Myers said in an email on behalf of the company. An affiliate of TerraMar will operate the business and keep at least 275 stores open, according to court papers. TerraMar is a middle-market investment firm that recently bought candy store chain Lolli & Pops out of bankruptcy, per a declaration from the firm's managing partner. Tiger Capital will run store closing sales for Francesca's and may buy a minority interest in the entity. About Francesca's Holdings Corp. Francesca's Holdings Corporation is a specialty retailer that operates a nationwide-chain of boutiques providing a diverse assortment of apparel, jewelry, accessories and gifts. As of Dec. 1, 2020, the Debtor operates 558 boutiques in 45 states and the District of Columbia, and also serves customers through www.francescas.com, the Debtor's e-commerce website, and its recently launched mobile app. For more information, visit www.francescas.com. Francesca's Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13076) on Dec. 3, 2020. Francesca's Holdings had total assets of $264.7 million and total liabilities of $290.5 million as of Nov. 1, 2020. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped O'Melveny & Myers LLP and Richards, Layton & Finger P.A. as legal counsel, FTI Capital Advisors LLC as financial advisor and investment banker, and A&G Realty Partners as real estate advisor. Bankruptcy Management Solutions Inc. is the notice, claims and balloting agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee to represent unsecured creditors in the Debtors' cases. Cole Schotz P.C. and Province, LLC serve as the committee's legal counsel and financial advisor, respectively. FULTON WAREHOUSE: Unsecured Creditors to Recover 50% of Claims -------------------------------------------------------------- Fulton Warehouse and Distribution LLC filed with the U.S. Bankruptcy Court for the Northern District of Georgia, Atlanta Division, a Plan of Reorganization and a Disclosure Statement on January 15, 2021. The Debtor filed its chapter 11 bankruptcy Petition through the offices of Paul Reece Marr, P.C. on March 23, 2020 in order to protect its assets and business operations from the collection efforts of its creditors and to reorganize its debts. Class 3 consists of all non-insider persons and entities not otherwise classified and treated herein holding court allowed general unsecured claims in the estimated aggregate amount of $407,609. Under the Plan, beginning on the effective date of the Plan, the Debtor shall pay a pro rata share of $3,000 per month to the creditors holding allowed Class 3 claims until each Class 3 claimant holding an allowed claim will receive 50% of its respective allowed claim amount in full satisfaction of its allowed claims. Todd Williamson owns 100% of the equity interest in and to the Debtor. On the effective date of the Plan, Todd Williamson shall pay $10,000.00 personal funds to Debtor to be used towards payment of Article IV administrative expense claims with any remaining balance to be applied towards other Plan payments. In the event that any class of creditors does not vote to accept the Plan, then all pre-petition interests shall be cancelled and the funds paid by Todd Williamson shall be deemed to be made in purchase of 100% of the interest in the Reorganized Debtor. The funds transferred by Todd Williamson to Debtor constitute new value. New value is the vehicle through which Todd Williamson shall purchase his equity interest of the Reorganized Debtor. Efforts of Todd Williamson to purchase the equity interest of the Reorganized Debtor may be subject to competing bids in the marketplace under certain circumstances. Competing bids must exceed the new value offered by Todd Williamson by at least $2,500.00. Debtor shall pay all claims from Debtor's cash reserves, from post-petition income, and from the new value contributed by Debtor's equity holder. The Plan provides that Debtor shall act as the disbursing agent to make payments under the Plan unless Debtor appoints some other person or entity to do so. A full-text copy of the Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/39cwXEt from PacerMonitor.com at no charge. The Debtor is represented by: Paul Reece Marr PAUL REECE MARR, P.C. 300 Galleria Parkway, N.W., Suite 960 Atlanta, GA 30339 Telephone: (770) 984-2255 E-mail: paul.marr@marrlegal.com About Fulton Warehouse and Distribution LLC Fulton Warehouse and Distribution LLC, a warehouse based in Atlanta, Georgia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-64902) on March 23, 2020. The petition was signed by Todd David Williamson, its president. At the time of the filing, the Debtor was estimated to have assets of between $100,001 and $500,000 and liabilities of the same range. The Debtor hired Paul Reece Marr, P.C. as its counsel. GENERAL MOLY: Says Moly Trading at 50% to 60% of Required Price --------------------------------------------------------------- General Moly, Inc. filed the Amended Disclosure Statement for the Chapter 11 Plan of Reorganization. The Amended Disclosure Statement added this paragraph: "The Debtor, headquartered in Lakewood, Colorado, is a holding company whose subsidiaries own interests in an undeveloped molybdenum mining project located in Eureka County, Nevada. This project has been in planning since 2005 but the conditions have not been sufficient to begin construction of the project, and therefore to begin mining molybdenum ("Moly"). The Debtor's undeveloped mine project will require an additional investment of over $1 billion in new capital for constructing, among other things, an ore processing facility, and is many years from becoming a reality. The Debtor believes that to be in a position to raise the necessary fresh capital, the price of Moly must remain at or above $14-15 per pound for a sustained period of time, probably years. Presently, the price of Moly is trading at about 50-60% of the required target price. In addition, the project's operating joint-venture, EMLLC, owes its joint venture member POS Minerals Corporation ("POS-Minerals") significant sums, to be funded by the Debtor's subsidiary, for which neither the Debtor nor its subsidiary, has the resources to pay." The Amended Disclosure Statement discusses the claim of POS-Minerals for a Return of Capital Contribution payment, currently $33.6 million, that initially became due on December 31, 2020, although there is no third-party debt at EMLLC and its Mt. Hope Project. There is also a change of control put option in favor of POS-Minerals which, as currently structured and based on future facts and circumstances, could result in a payment of up to $274 million to return contributions made by POS-Minerals to EMLLC for the Mt. Hope Project. Under the terms of the operating agreement for EMLLC, its 20% equity owner, POS-Minerals, holds a claim for Return of Capital Distribution (sometimes referred to as Return of Capital Contributions and hereinafter referred to as "RoCC") that derives from Section 4.7(b) of the EMLLC operating agreement, as amended by Amendment No. 4 to the operating agreement. Under the terms of the amended operating agreement, Section 4.7(b), since commercial production at the Mt. Hope Project was not achieved by December 31, 2011, EMLLC was required to return to POS-Minerals the current sum of $33.6 million, with no corresponding reduction in POS-Minerals' ownership percentage. The RoCC was contemplated as financial damages owing by the 80% EMLLC member, Nevada Moly, LLC ("NMLLC"), for delays in the development of the Mt. Hope Project toward achieving commercial production of Moly by December 31, 2011. In 2014, NMLLC and POS-Minerals disagreed as to the payment date for the RoCC and resolved their dispute with Amendment No. 4 to the EMLLC operating agreement, effective January 1, 2015. The amended Section 4.7(b) of the EMLLC operating agreement also requires that NMLLC, a wholly owned non-debtor subsidiary of the Debtor, shall make a capital contribution to EMLLC on or before the December 31, 2020 payment date in the amount of the $33.6 million to fund the RoCC obligation. Neither NMLLC nor the Debtor has funded the $33.6 million RoCC. Neither NMLLC nor the Debtor has the resources or liquidity to make the RoCC payment. The Plan and RSA contemplates that POS-Minerals will further defer the requirement to pay the RoCC. Like in the prior iteration of the Plan, the Plan proposes that each Holder of an Allowed General Unsecured Claim shall receive a Cash payment equal to 75% of its Allowed General Unsecured Claim. Cash payments to Holders of Allowed General Unsecured Claims shall be made at the option of the Debtor. The Debtor estimates that the payments to be made to Holders of Claims in Class 1 will total approximately $6,381,344 in Cash or equity in the Reorganized Debtor. The two largest Holders of Allowed Note Holder Claims in Class 1, Steven Mooney ($4,686,458 Conversion Value) and Bruce Hansen ($1,048,293 Conversion Value), will convert their Class 1 Claims to equity interest in the Reorganized Debtor. The Debtor estimates that Class 2 Claims will receive $148,431 in Cash Payments. Class 3 Claims will receive Cash and equity interests in Reorganized Debtor totaling $622,665 with Bruce Hansen ($185,625 Conversion Value) likely converting his Class 3 Claim to equity interests in the Reorganized Debtor and Robert Pennington ($142,560) converting their Class 3 Claim into consulting arrangements without requiring Cash payments from the Debtor. Class 4 Claims are estimated to receive Cash payments totaling $120,406. Class 5 Claims will receive approximately $204,499 in Cash payments. Class 6 Interests will receive nothing. A full-text copy of the First Amended Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/3pauP5o from PacerMonitor.com at no charge. Counsel for the Debtor: John F. Young William G. Cross Markus Williams Young & Hunsicker LLC 1775 Sherman Street, Suite 1950 Denver, Colorado 80203 Telephone (303) 830-0800 Facsimile (303) 830-0809 E-mail: jyoung@markuswilliams.com wcross@markuswilliams.com About General Moly Headquartered in Lakewood, Colorado, General Moly is engaged in the exploration, development, and mining of properties primarily containing molybdenum. The Company's primary asset, an 80% interest in the Mt. Hope Project located in central Nevada, is considered one of the world's largest and highest grade molybdenum deposits. General Moly's goal is to become the largest primary molybdenum producer in the world. Molybdenum is a metallic element used primarily as an alloy agent in steel manufacturing. When added to steel, molybdenum enhances steel strength, resistance to corrosion and extreme temperature performance. In the chemical and petrochemical industries, molybdenum is used in catalysts, especially for cleaner burning fuels by removing sulfur from liquid fuels, and in corrosion inhibitors, high performance lubricants and polymers. General Moly, Inc., sought Chapter 11 protection (Bankr. D. Colo. Case No. 20-17493) on Nov. 18, 2020. The Debtor disclosed total assets of $1,000,000 and total liabilities of $10,000,000 as of Nov. 16, 2020. Markus Williams Young & Hunsicker LLC is serving as legal advisor, Bryan Cave Leighton Paisner LLP, as special counsel, XMS Capital Partners, Headwall Partners and Odinbrook Global Advisors are serving as financial advisors, and r2 Advisors LLC is serving as restructuring advisor to the Company. Stretto is the claims agent. GENESIS HEALTHCARE: Taps Konstantine Sparagis as Legal Counsel -------------------------------------------------------------- Genesis Healthcare Institute, LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to hire the Law Offices of Konstantine Sparagis, P.C. as its bankruptcy counsel. The firm's services will include: (a) advising the Debtor with respect to its powers and duties in the continued management and operation of its business and properties; (b) attending meetings and negotiating with the representatives of creditors and other parties in interest; (c) taking all necessary action to protect and preserve the Debtor's estate; (d) preparing legal papers; (e) taking any action necessary to obtain approval of disclosure statement and the Debtor's plan of reorganization; (f) obtaining post-petition financing, if required; (g) advising the Debtor in connection with any potential sale of assets; and (h) other necessary legal services to administer the Debtor's Chapter 11 case. The law firm will be paid at the following rates: Konstantine Sparagis $350 per hour Paraprofessionals $75 per hour The Debtor paid a pre-bankruptcy retainer to the law firm in the amount of $10,000. Konstantine Sparagis, Esq., the firm's attorney who will be handling the case, disclosed in a court filing that she is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The law firm can be reached through: Konstantine T. Sparagis, Esq. Law Offices of Konstantine Sparagis, P.C. 900 W. Jackson Blvd., Ste. 4E Tel.: 312.753.6956 Email: gus@konstantinelaw.com About Genesis Healthcare Institute Genesis Healthcare Institute, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 21-00245) on Jan. 9, 2021. At the time of the filing, the Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. The Debtor tapped the Law Offices of Konstantine Sparagis, P.C. as its legal counsel. GLOBAL CORE: Seeks Approval to Hire Accountant ---------------------------------------------- Global Core Woodward, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Oklahoma to employ Jagjeet Wadwa, an accountant at JK Services. The accountant will render these services: (a) prepare and file tax returns and reports; (b) prepare financial reports required for this Chapter 11 bankruptcy; (c) participate in the preparation of a business plan for reorganization; and (d) perform all other accounting services. The accountant will be paid at his hourly rate of $200. Mr. Wadwa disclosed in court filings that he is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Jagjeet Wadwa JK Services 1439 Post Rd. Fullerton, CA 92833 Telephone: (714) 526-1396 About Global Core Woodward Global Core Woodward, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns a property located at 3410 Williams Ave, Woodward, Okla., having a current value of $4.30 million. Global Core Woodward sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 20-13781) on Nov. 30, 2020. Sukhwinder Singh, member, signed the petition. At the time of the filing, the Debtor had total assets of $4,775,293 and total liabilities of $4,277,781. Judge Janice D. Loyd oversees the case. The Debtor tapped Christopher A. Wood & Associates, PC as legal counsel and Jagjeet Wadwa at JK Services as accountant. GURLEY HOUSING: Court Grants $97T in Attorneys' Fees ---------------------------------------------------- Judge Robert E. Littlefield, Jr. of the United States Bankruptcy Court for the Northern District of New York granted in part Gurley Housing Associates, L.P.'s (GHA) applications pursuant to 11 U.S.C. Section 303(i), for attorneys' fees and costs. The judge granted the applications in the total amount of $97,008.27. An involuntary Chapter 7 petition was filed by EKB Acquisitions, Limited Partnership against GHA on May 7, 2020. On the same day, EKB filed an emergency motion to appoint an interim Chapter 7 trustee requesting shortened notice. Kelley Drye & Warren LLP (the Firm) represented GHA and filed a memorandum of law in opposition to the motion to appoint. The Court denied the motion to appoint on May 13, 2020. On May 29, 2020, the Firm filed a motion to dismiss the involuntary petition. On August 3, 2020, the Court issued an oral decision dismissing the involuntary petition and awarding fees to GHA. The Court's order required that the Firm submit the fees in billable form within 14 days. The Firm filed its first fee application on August 17, 2020 in the amount of $117,047.90. However, the Firm failed to submit the fees in billable form by the required date. On August 31, 2020, EKB filed opposition to the first fee application. The Firm filed the fees in billable form for its first fee application on September 1, 2020. On September 14, 2020, the Firm filed an additional fee application in the amount of $8,848.50 to prepare the first fee application. EKB filed a supplemental objection to the Firm's requested fees on October 2, 2020. EKB argued that the fees should be disallowed or reduced because the first fee application was not submitted in billable form. It also argued that the Firm's fees should be reduced because the Firm's billing statements identify Michael J. Uccellini as the client, not GHA. Moreover, EKB contended that the Firm's first fee application should be adjusted because the Firm's hourly rates do not reflect those typically awarded in the Northern District of New York. Further, EKB asserted: a. the Firm overstaffed the matter; b. the Firm should have used two attorneys already familiar with the case as opposed to using a junior attorney who needed time to get acquainted with the case and only performed one limited task on one day; c. the Firm overutilized a senior attorney; and d. the Firm billed for unnecessary and vague work. EKB insisted these billed hours are not reasonable and should be reduced. It also contended that the additional fee application is not reasonable because the Firm's requested amount is 7.5% of the first fee application. The Firm argued that the fees should be awarded in full for the first and additional fee applications. The Firm states the hourly rates and number of hours are appropriate and reasonable to defend against the involuntary petition. Judge Littlefield declined to reduce the fees although the billing statements list Uccellini as the Firm's client. The judge noted that Uccellini has stated that he is the manager of ARPI, the general partner of GHA. The judge also found that the time records clearly show that the legal work performed flowed from the involuntary petition. Judge Littlefield also declined to cap the Firm's hourly rates because GHA had to respond and guard against the ill-advised involuntary petition. The judge took into consideration the short turnaround time to respond to the involuntary petition and the long-lasting attorney-client relationship as support for the reasonableness of the attorneys' hourly rates. Judge Littlefied, however, reduced the first fee application for vague billing entries, duplicative and excessive billing entries, and a multitued of lumped billing entries. The judge also allowed the Firm's additional fee application, but reduced it for exceeding a reasonable amount. In summary, Judge Littlefield's findings are as follows: The Firm's Hourly Rates: Attorney Boyle -- $980.00 Attorney Kane -- $730.00 Attorney Rao -- $670.00 Attorney Polloway -- $565.00 Attorney Tewiah -- $475.00 Attorney Wong -- $475.00 The Firm's Fee Application: Requested -- $117,047.90 Awarded -- $ 92,388.83 The Firm's Additional Fee Application Requested -- $8,848.50 Awarded -- $4,619.44 The applications were granted in the total amount of $97,008.27. The case is In re: Gurley Housing Associates, L.P., Chapter 7 (Involuntary), Alleged Debtor, Case No. 20-10712 (Bankr. N.D.N.Y.). A full-text copy of Judge Littlefield's memorandum-decision and order dated January 12, 2021 is available at https://tinyurl.com/y4lsde8c from Leagle.com. Gurley Housing Associates, L.P. is represented by: Joseph Boyle, Esq. KELLEY DRYE & WARREN LLP One Jefferson Road, 2nd Floor Parsippany, NJ 07054 Tel: (973)503-5900 Email: jboyle@kelleydrye.com EKB Acquisitions, Limited Partnership is represented by: Meghan M. Breen, Esq. Paul A. Levine, Esq. LEMERY GREISLER LLC 50 Beaver St., 2nd Floor Albany, NY 12207 Tel: (518)433-8800 Email: mbreen@lemerygreisler.com plevine@lemerygreisler.com About Gurley Housing Associates, L.P. On May 7, 2020, an involuntary Chapter 7 petition (Bankr. N.D.N.Y. Case No. 20-10712) was filed by EKB Acquisitions, Limited Partnership against Gurley Housing Associates, L.P. H-CYTE INC: Appoints Ray Monteleone as New Board Chairman --------------------------------------------------------- Mr. William Horne stepped down as chairman of the board of directors of H-Cyte, Inc. on Jan. 12, 2021. Mr. Horne will remain a member of the Board. On Jan. 12, 2021, Mr. Ray Monteleone was appointed the new chairman of the Board. Mr. Monteleone is a current member of the Board. About H-CYTE, Inc. Headquartered in Tampa, Florida, H-CYTE -- http://www.HCYTE.com-- is a medical biosciences company focused in the field of regenerative medicine. H-Cyte reported a net loss of $29.81 million for the year ended Dec. 31, 2019, compared to a net loss of $4.39 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $4.11 million in total assets, $3.62 million in total liabilities, and $485,711 in ttoal stockholders' equity. Frazier & Deeter, LLC, in Tampa, Florida, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 22, 2020 citing that the Company has negative working capital, has an accumulated deficit, has a history of significant operating losses and has a history of negative operating cash flow. Additionally, the Company has closed clinic operations and experienced significant losses related to COVID-19 in 2020. These factors raise substantial doubt about the Company's ability to continue as a going concern. HERTZ GLOBAL: Court Okays $756 Mil. Deal to Dispose 120K Vehicles ----------------------------------------------------------------- A Delaware bankruptcy judge on Jan. 20, 2021, approved a second interim settlement allowing The Hertz Corporation, et al., to dispose of roughly 120,000 lease vehicles in exchange for paying noteholders $756 million over the next nine months. According to Law360, the order resolves for now a hotly contested legal battle over whether Hertz can sever vehicle leases subject to a master lease. In a 26-page order, U.S. Bankruptcy Judge Mary F. Walrath signed off on a settlement under which Hertz disposed of at least 121,510 lease vehicles and paid a total of $756 million to the vehicle noteholders through Sept. 30, 2021. The Order provides that Hertz will dispose of at least 121,510 Lease Vehicles between Jan. 1, 2021 and Sept. 30, 2021, inclusive (the "Second Forbearance Period"). Hertz, DTG Operations, Inc., and any other permitted lessee will, by Sept. 30, 2021, have no more than 157,262 Lease Vehicles. According to the Order, Hertz, in its capacity as Lessee, will make, and will cause each other lessee to make, a total of $756 million in payments to the HVF Trustee (as assignee of the claims of HVF against the Debtors under the Master Lease Agreement) under the Master Lease Agreement in nine equal payments of $84,000,000 (each, a "Base Payment") in each case on the Base Rent payment date set forth in the Master Lease Agreement starting in January 2021 through September 2021, inclusive (the "Payment Dates"), in each case by payment into the Collateral Account. Bank of New York Mellon Trust Company, N.A., is the HVF I Trustee and Deutsche Bank AG, New York Branch is the HVF II Trustee (together, the "HVF Trustee"). A copy of the Order is available for free at PacerMonitor.com at https://bit.ly/2LNptPm About Hertz Global Holdings Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HIGHLINE AFTERMARKET: API Acquisition No Impact on Moody's B2 CFR ----------------------------------------------------------------- Moody's Investors Service said that the debt-funded acquisition of API Automotive Products will increase Highline Aftermarket Acquisition, LLC's (B2 stable) debt leverage and nearly exhaust the existing financial leeway under its B2 Corporate Family Rating. Highline's debt leverage, as adjusted by Moody's, will increase to slightly above seven times at the closing of the transaction. Deleveraging towards six times is likely in about 18 months based on the expected earnings contribution from the acquisition and free cash generation from Highline's legacy business. Highline paid a high price-to-sales multiple for API and aims to expand API's customer base and increase sales through its multiple channels. Its growth strategy will be challenged by competitors with similar product offerings and considering the mature nature of the automotive aftermarket in North America. Highline Aftermarket Acquisition, LLC is an automotive aftermarket distributor of branded and private label packaged chemicals, oil, parts, and consumable accessories. Its business portfolio also includes the manufacturing of private label lubricants after the integration of Warren Distribution in late 2020. In October 2020, Pritzker Private Capital acquired Highline from Sterling Group. Highline generates about $1.2 billion in revenues. On January 19, 2021, Highline announced to issue $95 million incremental first-lien term loan to replenish its outstanding revolver and to fund the acquisition of API, a manufacturer of branded auto aftermarket and motorsport chemicals selling under the BlueDevil and PJ1 brands. HOPEDALE MINING: Amended Liquidating Plan Confirmed by Judge ------------------------------------------------------------ Judge Guy R. Humphrey has entered findings of fact, conclusions of law and order confirming the First Amended Joint Plan of Orderly Liquidation and Disclosure Statement of Hopedale Mining LLC and its Affiliated Debtors. The Debtors have proposed the Plan in good faith and not by any means forbidden by law. The Plan is the result of extensive good faith, arm's-length negotiations between the Debtors and the Committee and, as evidenced by strong creditor support for the Plan, achieves the goals broadly embodied in the Bankruptcy Code. Therefore, the Plan complies with section 1129(a)(3) of the Bankruptcy Code. The Plan is amended as follows: * Section 9.05 of the Plan is deleted in its entirety and replaced with the following: "After the Bar Date, as applicable, a Claim may not be filed or amended without the authorization of the Bankruptcy Court and any such new or amended Claim Filed shall be deemed Disallowed and expunged without any further notice to or action, order, or approval of the Bankruptcy Court; provided that a Claim may be amended by the Holder of such Claim without authority from the Bankruptcy Court solely to decrease, but not to increase, unless otherwise provided by the Bankruptcy Court, the amount, number or priority." * The definition of "Distribution Record Date" is deleted in its entirety and replaced with the following: "Distribution Record Date means (i) the Administrative Claims Bar Date as to the Holders of Allowed Administrative Claims entitled to Distributions pursuant to the Plan and (ii) any such date established by the Liquidating Trustee as to Holders of Allowed Other Secured Claims, Allowed Other Priority Claims and Allowed General Unsecured Claims." * Section 5.03 of the Plan is deleted in its entirety and replaced with the following: "The Liquidating Trust will be advised by the "Liquidating Trust Board" which shall initially consist of five voting members designated by the Creditors' Committee." Counsel to the Debtors: Douglas L. Lutz A.J. Webb FROST BROWN TODD LLC 3300 Great American Tower 301 East Fourth Street Cincinnati, Ohio 45202 Telephone: (513) 651-6800 Facsimile: (513) 651-6981 E-mail: dlutz@fbtlaw.com awebb@fbtlaw.com About Hopedale Mine Hopedale Mining, LLC and its affiliates are diversified coal producers. They produce, process, and sell coal of various steam and metallurgical grades from multiple coal-producing basins in the United States. They market steam coal primarily to electric utility companies as fuel for their steam-powered generators. The companies have a geographically diverse asset base with coal reserves located in Central Appalachia, Northern Appalachia, the Illinois Basin, and the Western Bituminous region. On July 22, 2020, Hopedale Mining sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ohio Lead Case No. 20-12043). At the time of the filing, Hopedale Mining had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Guy R. Humphrey oversees the cases. The Debtors tapped Frost Brown Todd LLC as their bankruptcy counsel, Cambio Group LLC as restructuring advisor, Energy Ventures Analysis Inc. as financial advisor, FTI Consulting Inc. as bankruptcy consultant, and Epiq Corporate Restructuring LLC as claims and noticing agent. On July 30, 2020, the Office of the U.S. Trustee appointed an official committee of unsecured creditors. The committee has retained Foley & Lardner LLP and Barber Law PLLC as its legal counsel and B. Riley FBR, Inc. as its financial advisor. HOWARD HUGHES: Moody's Rates New $1.3BB Sr. Unsecured Notes 'Ba3' ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to The Howard Hughes Corporation's proposed $1,300 million senior unsecured notes due 2029 and 2031. The split in maturities will be determined at the closing of the transaction. All other ratings for the company remain unchanged. The outlook is stable. The proceeds from the new notes will be used to (i) redeem the company's $1,000 million 5.375% senior unsecured notes due 2025 and (ii) to repay all or a portion of the company's bridge loan associated with the Woodland Towers. The transaction will be leverage neutral and improve the company's debt maturity profile. Pro forma for the proposed offering, Moody's projects Howard Hughes' debt-to-book capitalization (inclusive of Moody's adjustments) will be 53% at year-end 2020. "With the proposed $1,300 million offering Howard Hughes will enhance its financial flexibility by extending its debt maturity profile and lowering its interest expense," said Emile El Nems, a Moody's VP-Senior Analyst. The following rating actions were taken: Assignments: Issuer: Howard Hughes Corporation (The) Senior Unsecured Notes, Assigned Ba3 (LGD5) RATINGS RATIONALE Howard Hughes' Ba2 corporate family rating reflects the company's position as a leading US homebuilder with a diversified portfolio of assets and growing profitability from income producing properties. In addition, Moody's credit rating is supported by more than $3.7 billion in book equity and a valuable land portfolio located in some of the most desirable metropolitan areas in the US. At the same time, Moody's rating takes into consideration the company's high debt leverage, revenue volatility and risks associated with its commercial real estate business. The stable outlook reflects Moody's expectation that Howard Hughes will maintain a prudent approach to its balance sheet management and liquidity profile. In addition, Moody's outlook considers the significant percentage of non-refundable condominium pre-sales for delivery in 2021, which will provide future relative operating stability. Howard Hughes' SGL-3 Speculative Grade Liquidity rating reflects Moody's expectation of an adequate liquidity profile over the next 12 to 18 months. At September 30, 2020, the company had approximately $857 million in cash. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: - Adjusted total-debt-to capitalization is below 40% for a sustained period of time - EBITDA-to-interest expense is approaching 4.0x - If the company improves its free cash flow and maintains a good liquidity profile The ratings could be downgraded if: - Adjusted total-debt-to capitalization is above 55% for a sustained period of time - EBITDA-to-interest expense is below 2.0x for a sustained period of time - The company's liquidity profile deteriorates The principal methodology used in these ratings was Homebuilding And Property Development Industry published in January 2018. Headquartered in Dallas, Texas, The Howard Hughes Corporation was spun off from General Growth Properties in November 2010. The company operates in three different segments: lot sales to homebuilders from its own master planned communities; rental and other income from developed mixed use properties (referred to as the Operating Assets segment); and Strategic Developments, which include mixed use properties held for future development and redevelopment. IMERYS TALC: Asks Court for Injunction to Stop Cyprus Talc Claims ----------------------------------------------------------------- Law360 reports that Imerys Talc America is asking a Delaware bankruptcy judge for an injunction to halt the prosecution of more than 950 talc claims filed against Cyprus Mines Corp. as part of its $130 million settlement with its former parent company. In an adversary complaint filed Thursday, January 21, 2021, Imerys said that without the injunction, insurance proceeds slated for Imerys' talc liability fund under the settlement will be spent defending against claims Imerys has agreed to assume. "A condition to the effectiveness of the Cyprus settlement is that the debtors seek and obtain the injunctive relief sought herein," it said. About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. IMERYS TALC: Updates Plan to Include Asbestos Claims Pay Details ---------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that Imerys Talc America Inc. has updated its bankruptcy plan and disclosure materials to satisfy a judge's requirement that the mineral company explain how asbestos exposure claims and recoveries are affected by a recent settlement. Imerys on Wednesday, Jan. 20, 2021, filed its eighth iteration of a Chapter 11 plan intended to resolve thousands of asbestos exposure claims by creating a personal injury trust for current and future claimants. The updated proposal comes a week after Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware demanded more information on the company's proposed $130 million settlement with Cyprus Mines Corp. About Imerys Talc America Imerys Talc and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling, and distributing talc. Talc is a hydrated magnesium silicate that is used in the manufacturing of dozens of products in a variety of sectors, including coatings, rubber, paper, polymers, cosmetics, food, and pharmaceuticals. Its talc operations include talc mines, plants, and distribution facilities located in: Montana (Yellowstone, Sappington, and Three Forks); Vermont (Argonaut and Ludlow); Texas (Houston); and Ontario, Canada (Timmins, Penhorwood, and Foleyet). It also utilizes offices located in San Jose, California and Roswell, Georgia. Imerys Talc America, Inc., and two subsidiaries, namely Imerys Talc Vermont, Inc., and Imerys Talc Canada Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 19-10289) on Feb. 13, 2019. The Debtors were estimated to have $100 million to $500 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Laurie Selber Silverstein is the case judge. The Debtors tapped Richards, Layton & Finger, P.A., and Latham & Watkins LLP as counsel; Alvarez & Marsal North America, LLC as financial advisor; and Prime Clerk LLC as claims agent. INDIGO NATURAL: Moody's Rates New Notes B3, Alters Outlook to Pos. ------------------------------------------------------------------ Moody's Investors Service changed the outlook of Indigo Natural Resources LLC to positive from stable. Concurrently, Moody's affirmed Indigo's B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's assigned a B3 rating to Indigo's proposed $700 million of senior unsecured notes due 2029. The B3 rating for the existing $645 million of senior unsecured notes due 2026 remains unchanged and will be withdrawn upon redemption. Indigo plans to use proceeds from the new senior notes to redeem its existing $645 million of 6.875% senior notes due 2026, to pay transaction fees and expenses, and to partially repay its revolver. "Indigo's outlook change to positive reflects Moody's expectation of improving cash flow generation, as well as solid credit metrics, good liquidity, and benefits of extending the bond maturity by three years," said Jonathan Teitel, a Moody's analyst. Assignments: Issuer: Indigo Natural Resources LLC Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Affirmations: Issuer: Indigo Natural Resources LLC Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Outlook Actions: Issuer: Indigo Natural Resources LLC Outlook, Changed To Positive From Stable RATINGS RATIONALE Indigo's B2 CFR reflects low leverage, solid interest coverage and good liquidity offset by geographic concentration and natural gas focus. Natural gas prices have improved over the past several months though are still relatively low. Indigo's hedges through 2024 increase cash flow visibility and mitigate risks from natural gas price volatility. Indigo also has forward sale and transportation agreements through 2025 which mitigate fluctuations in natural gas basis differentials to Henry Hub. Indigo's production benefits from proximity to Henry Hub which supports low basis differentials. Over the past year, Indigo substantially reduced debt using proceeds from the sale of its 50% interest in a midstream joint venture. The debt reduction supports stronger credit metrics. Among the debt reduction was repayment in full of its senior notes due 2024. The current refinancing transaction further enhances the company's debt maturity profile, extending the bond maturity from 2026 to 2029. Concurrent with the asset sale, Indigo increased its minimum volume commitments on the midstream system through 2022 and Moody's expects modest deficiency fees. Indigo's high proportion of proved undeveloped reserves provides the company with a large drilling inventory but requires significant capital investment to develop. Moody's expects Indigo will maintain good liquidity through 2021. Indigo's revolver matures in 2023. Moody's expect the revolver will be renewed in advance of becoming current and the lack of other debt maturities provides ample room for extension. The revolver borrowing base would decline slightly because of the additional senior notes in the capital structure but the company expects to enter into a waiver of such reduction with lenders. As of September 30, 2020, Indigo had $61 million of cash on the balance sheet. As of December 31, 2020, Indigo had $625 million available on its revolver pro forma for the transaction. Indigo's $700 million of senior unsecured notes due 2029 are rated B3, one notch below the CFR, reflecting effective subordination to the company's secured revolver due 2023. The positive outlook reflects Moody's expectation that Indigo will achieve modest growth in production and will start to improve its free cash flow generation, backed by gains in capital efficiency over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include consistent positive free cash flow generation while growing both production and proved developed reserves; maintenance of good liquidity and low leverage; retained cash flow (RCF) to debt sustained above 35%; and a leveraged full cycle ratio maintained above 1.5x. Factors that could lead to a downgrade include Moody's expectation for Indigo's production to decline; negative free cash flow that leads to higher debt; higher leverage or RCF to debt below 20%; or weakening liquidity. The principal methodology used in these ratings was Independent Exploration and Production Industry published in May 2017. Indigo, headquartered in Houston, Texas, is a privately-owned independent exploration and production company focused on natural gas production in North Louisiana, particularly in the Haynesville/Bossier Shales. The company's owners include Yorktown Partners LLC; Martin Sustainable Resources L.L.C.; Beland Energy, LLC; Ridgemont Equity Partners; Trilantic Capital Partners; GSO Capital Partners; and company management. Indigo's average daily production for the quarter ended September 30, 2020 was 1,058 MMcfe/d. INTERPACE BIOSCIENCES: Posts $6.2 Million Net Loss in Third Quarter ------------------------------------------------------------------- Interpace Biosciences, Inc. filed with Securities and Exchange Commission its Quarterly Report on Form 10-Q disclosing a net loss of $6.23 million on $8.25 million of net revenue for the three months ended Sept. 30, 2020, compared to a net loss of $7.45 million on $7.72 million of net revenue for the three months ended Sept. 30, 2019. For the nine months ended Sept. 30, 2020, the Company reported a net loss of $18.31 million on $22.75 million of net revenues compared to a net loss of $16.08 million on $20 million of net revenue for the same period during the prior year. As of Sept. 30, 2020, the Company had $50.70 million in total assets, $25.96 million in total liabilities, $46.53 million in preferred stock, and $21.80 million in total stockholders' deficit. "The Company has and may continue to delay, scale-back, or eliminate certain of its activities and other aspects of its operations until such time as the Company is successful in securing additional funding. The Company is exploring various dilutive and non-dilutive sources of funding, including equity and debt financings, strategic alliances, business development and other sources. The future success of the Company is dependent upon its ability to obtain additional funding. There can be no assurance, however, that the Company will be successful in obtaining such funding in sufficient amounts, on terms acceptable to the Company, or at all. These factors raise substantial doubt about the Company's ability to continue as a going concern." Management's Comments Thomas Burnell, president and CEO of Interpace commented, "We were pleased to see improvement in clinical volumes in Q3 as the Company continued to recover from the effects of the pandemic. We exceeded the net revenue guidance previously provided, driven by higher molecular test volume, higher reimbursement rates and realization of our ThyraMIR price increase in the third quarter. In January, we began to realize reimbursement on the Medicare ThyGeNEXT price increase. We experienced improved business trends through the third quarter and into the fourth quarter; we currently expect Fourth Quarter Net Revenue to be in the range of $9 million to $10 million, subject to review and audit. However, in December and January we are seeing lower testing volume due to increased COVID cases." Mr. Burnell continued, "Additionally, we are pleased to announce that on January 7th we successfully closed on a $5 million secured bridge loan with our existing equity investors, Ampersand Capital Partners and 1315 Capital Partners, which further demonstrates their commitment as a strategic partner to the Company. Concurrently, we terminated our credit facility with Silicon Valley Bank, which had no borrowing availability. As of January 15th we had a cash balance of $6.1 million, net of restricted cash." Fred Knechtel, CFO of Interpace added, "It is also important to note that we have successfully transitioned the testing capabilities from our Rutherford, New Jersey facility to our Morrisville, North Carolina facility. The North Carolina facility offers an end to end solution, all under one roof, allowing for optimization and efficiency in supporting our pharma and CRO partners. We will vacate the Rutherford facility by the end of March." Form 10-K/A and Form 10-Q/A Restatements On January 19th, the Company filed an amended Form 10-K for the fiscal year ended Dec. 31, 2019 and two amended Form 10-Q's for the quarters ended March 31, 2020 and June 30, 2020, which reflected restated financial statements in connection with its previously announced non-cash impairment charge of approximately $11.6 million and amortization expenses of approximately $6 million recorded for an intangible asset which impacted Fiscal Years 2014 through 2019 and the first two quarters of 2020. Nasdaq Update The Company submitted a remediation plan to Nasdaq in December as a result of its failure to meet the Nasdaq minimum stockholder's equity requirement of $2.5 million as of June 30, 2020; however, there can be no assurances that its remediation plan will be approved or that it will be successful in remediating the deficiency particularly in light of its increased stockholder's equity deficit resulting from the impairment charge. A full-text copy of the Form 10-Q is available for free at: https://www.sec.gov/Archives/edgar/data/1054102/000149315221001385/form10q.htm About Interpace Diagnostics Headquartered in Parsippany, NJ, Interpace Biosciences f/k/a Interpace Diagnostics Group, Inc. -- http://www.interpace.com-- offers specialized services along the therapeutic value chain from early diagnosis and prognostic planning to targeted therapeutic applications. Clinical services, through Interpace Diagnostics, provides clinically useful molecular diagnostic tests, bioinformatics and pathology services for evaluating risk of cancer by leveraging the latest technology in personalized medicine for improved patient diagnosis and management. Pharma services, through Interpace Pharma Solutions, provides pharmacogenomics testing, genotyping, biorepository and other customized services to the pharmaceutical and biotech industries. Interpace reported a net loss attributable to common stockholders of $27.16 million for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $12.19 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $78.43 million in total assets, $30.20 million in total liabilities, and $46.54 million in preferred stock, and $1.69 million in total stockholders equity. KANG FAMILY ENTERTAINMENT: May Use Cash Collateral Thru Feb. 10 --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has authorized Kang Family Entertainment Inc. d/b/a Game of Zones BOCA to use cash collateral on an interim basis through February 10, 2021, and make adequate protection payments. Both Firestone Financing, LLC, and Midwest Regional Bank have agreed to the use of their collateral. The Debtor is authorized to use the cash collateral with monthly adequate protection payments to Midwest Regional Bank in the amount of $600. The Debtor was originally permitted to make monthly adequate protection payments to Firestone Financing, LLC in the amount of $500 per month. The amount has increased to $675 effective January 1, 2021. The payments to Midwest and Firestone will continue every month until further Court order. There are no provisions for adequate protection payments to Betson Enterprises and On-Deck Capital. There will be a carve-out in the budget for the inclusion of fees due the Clerk of Court or the U.S. Trustee pursuant to 28 U.S.C. section 1930, and for adequate protection payments. Eric B. Zwiebel, P.A. serves as counsel for Firestone and Howard Toland, Esq., at Mitrani, Rynor, Adamsky & Toland, P.A., is counsel for Midwest Regional. A continued hearing will be held on February 10, 2021 at 1:30 p.m. via CourtSolutions. A copy of the interim order and an undated budget is available at https://bit.ly/2M8Hpnj from PacerMonitor.com. About Kang Family Entertainment Inc. d/b/a Game of Zones BOCA Kang Family Entertainment, Inc., a Fort Lauderdale, Fla.-based entertainment services provider, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-18190) on July 29, 2020. At the time of the filing, Debtor estimated between $100,001 and $500,000 in both assets and liabilities. Judge Erik P. Kimball oversees the case. Van Horn Law Group, P.A. is Debtor's legal counsel. KEIV HOSPITALITY: Unsecureds to Get 100% With Interest in 5 Years ----------------------------------------------------------------- Debtor Keiv Hospitality, LLC, 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. Deutsche Bank Trust Company, as Trustee for the Benefit of the Registered Holders of Morgan Stanley Bank of America Merrill Lynch Trust 2013-C11, Commercial Mortgage PassThrough Certificates, Series 2013-C11 ("Deutsche 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. In addition, on the petition date Deutsche Bank held reserve funds in the approximate amount of $318,000, 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 $6.3 million, the Debtor believes Deutsche Bank and the SBA are fully secured. The Debtor maintained all payments to Deutsche Bank current until the impact of the pandemic negatively affected occupancy rates. As a result, the Debtor was unable to pay amounts due to Deutsche 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) will receive payment of their Allowed Claims over a period of 48 months at twelve percent (12%) interest. Class 2 (Deutsche 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 July 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 shall 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 shall receive payment of its claim in full over a period of 60 months with interest at 3%. 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 51% owner, Riba Mousavi as 24% owner, Kevin Mousavi as 23% owner and Mousavi Hospitality, Inc. as 1% 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) shall be retained. 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/2NiZdwm 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 Keiv Hospitality LLC Based in Katy, Texas, Keiv Hospitality, LLC, is primarily engaged in providing short-term lodging in facilities known as hotels, motor hotels, resort hotels, and motels. Keivans Hospitality, Inc. operates in the traveler accommodation industry. 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 petition. At the time of the filing, Keiv Hospitality had estimated assets of between $1 million and $10 million and liabilities of the same range while Keivans Hospitality had 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. The Debtors tapped Okin Adams LLP as legal counsel and Moore Tax Services, Inc. as accountant. KNOWLTON DEVELOPMENT: Moody's Lowers CFR to B3, Outlook Stable -------------------------------------------------------------- Moody's Investors Service downgraded Knowlton Development Corporation Inc. and affiliates' ("KDC/ONE") Corporate Family Rating to B3 from B2 and its Probability of Default Rating to B3-PD from B2-PD. Moody's also downgraded the company's first lien revolver and term loan issued by Knowlton Development Corporation Inc. and KDC US Holdings, Inc. as co-borrowers to B3 from B2. The existing first lien term loan will be upsized by $120 million. Proceeds from the incremental $120 million term loan, a $103.9 million revolver draw and $110 million cash on hand will be used to fund a $325 million distribution to shareholders and pay for fees and expenses. As part of this transaction, the company expects to increase its revolving credit facility to $345 million from the existing $175 million. The rating outlook is stable. The downgrade reflects the meaningful increase in debt to EBITDA financial leverage as a result of the proposed transaction and Moody's expectation that leverage will remain above 6.0x over the next 12 months notwithstanding projected earnings growth. Moody's views this large cash dividend to represent a very aggressive financial policy. Moody's estimates KDC/ONE's financial debt/EBITDA leverage at a high of 7.2x as of October 30, 2020 pro forma for the proposed distribution. The distribution is occurring at a time when KDC/ONE continues to integrate multiple acquisitions including the purchases of HCT Group and Zobele Group during calendar 2020, and is spending heavily to build production capacity to support new business wins. Increasing debt and cash interest expense adds financial risk during a period of high operating transition and complexity. Financial leverage will improve to approximately 6.6x debt-to-EBITDA over the next year through a combination of debt repayment and earnings growth over time. KDC/ONE's operating earnings will grow due to the company's cost reduction and efficiency initiatives that were instituted following the partially debt financed acquisitions of HCT and Zobele and in part as a response to the impact of the coronavirus. Earnings will also be favorably affected by new customer wins and increasing demand from existing customers for products related to personal hygiene and essential product lines, such as sanitizers, soaps and air freshener. Moody's took the following rating actions on Knowlton Development Corporation Inc. (with KDC US Holdings, Inc. as co-borrower on the bank facilities): Ratings downgraded: Issuer: Knowlton Development Corporation Inc. Corporate Family Rating to B3 from B2 Probability of Default Rating to B3-PD from B2-PD Gtd Senior secured first lien revolving credit facility expiring 2023 to B3 (LGD3) from B2 (LGD3) Gtd Senior secured first lien term loan (including proposed add on) due 2025 to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Knowlton Development Corporation Inc. Outlook: remains stable. RATINGS RATIONALE The B3 CFR reflects KDC/ONE's high pro-forma financial leverage of about 7.2x debt-to-EBITDA (pro forma for the debt financed shareholder distribution). The rating also reflects some degree of customer concentration, revenue and earnings volatility because of shifts in customer volume and product development as well as fragmented competition, and the risks associated with a relatively aggressive acquisition appetite. Moody's expects financial policies to be aggressive under private equity ownership including both debt-funded shareholder distributions and acquisitions that will periodically increase leverage. The company has grown through multiple acquisitions and has not yet fully integrated disparate businesses, including from a systems perspective. The revenue base is expanding rapidly through acquisitions including a roughly tripling of revenue since fiscal 2017. This could create integration challenges including should the company choose to integrate systems in the future. Margins are thin on a reported basis, as compared to other consumer products companies, in part because of the large amount of materials costs that are passed through to customers but also because contract manufacturing is highly competitive and customers cost-conscious. KDC/ONE's credit profile benefits from a growing presence as a global manufacturer specializing in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by solid innovation capabilities, and long standing customer relationships. The beneficial effect of raw material pass-through arrangements reduces the company's exposure to the volatility of input costs such as essential oils, alcohols and specialty chemicals. KDC is experiencing strong demand for its expanded offering of essential products including soaps, hand sanitizers and air fresheners. Demand for prestige beauty products are being negatively impacted by governmental recommendations for social distancing and mask wearing that reduce the desire to wear color cosmetics. Reduced demand for prestige color cosmetics is weakening earnings in 2020. However, Moody's expects demand for the company's other prestige products, some of which include skin care, hair care and bath and body care, to remain more resilient over the next year. Revenue and earnings will increase more fully in 2021 assuming an economic recovery. Acquisitions have steadily increased the contribution of sales of essential products, which now account for the majority of KDC's revenues. Moody's expects the company to maintain adequate liquidity and maintain at least $70-$75 million of unrestricted cash on its balance sheet. Moody's also expects the company to generate negative free cash flow over the next 12 months reflecting high capex due to ongoing expansion plans with key customers. The company has mandatory debt payments of approximately $15.5 million per year and will have access to roughly $230 million available under its upsized $345 million revolving credit facility expiring in 2023. Moody's expects the company to continue to repay the revolver over time. In terms of Environmental, Social and Governance (ESG) considerations, the most important factor for KDC/ONE's ratings are governance considerations related to its financial policies. Moody's views KDC/ONE's financial policies as aggressive given its proposed debt financed shareholder distribution, use of high leverage, and aggressive appetite for debt financed acquisitions. Event risk is elevated given the expectations that financial policies will remain aggressive under its private equity ownership as well as the company's track record of growing by acquisitions. Social considerations impact KDC/ONE in that a significant percentage of the company's customers are beauty companies. Thus, a change in social customs and mores could have an impact -- positive or negative -- on the company's sales and earnings. The company has a broad suite of manufacturing and innovation capabilities allowing it to adjust its services if shifting consumer preferences alter customer product mix. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer sectors from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook recognizes that demand for KDC/ONE's products will remain stable and reflects Moody's expectations that the company will maintain adequate liquidity and reduce leverage through earnings growth over the next year. KDC/ONE has indicated to the rating agency that it is unlikely to complete additional leveraging acquisitions of scale for the foreseeable future, and will instead focus on improving organic growth, integrating the acquisitions completed in 2020 and reducing financial leverage. The rating could be downgraded in the case of operational difficulties including weakness in revenue or margins that prevents the company from reducing leverage and generating comfortably positive free cash flow. A deterioration in liquidity, debt funded shareholder distributions, if the company undertakes new leveraging acquisitions before it has reduced leverage, or debt/EBITDA sustained over 7.0x could also lead to a downgrade. The ratings could be upgraded if the company successfully integrates recent acquisitions by reducing costs while maintaining strong service delivery, generates consistent positive organic revenue growth with a stable to higher margin and solid free cash flow, adopts and demonstrates a track record of more conservative financial policies, and if it maintains debt/EBITDA of 6.0x or under. Knowlton Development Corporation Inc. is a global manufacturer specializing in custom formulation, packaging and manufacturing solutions for beauty, personal care and home care brands, supported by solid innovation capabilities, and long standing customer relationships. The company's customers are beauty, personal care and home/industrial care companies largely in North America, with growing presence in Europe and Asia. The company is majority owned by Cornell Capital since 2018 and generates roughly $2.0 billion in pro-forma annual revenue. The principal methodology used in these ratings was Consumer Packaged Goods Methodology published in February 2020. LATAM AIRLINES: White & Case Represents LATAM Bondholders --------------------------------------------------------- In the Chapter 11 cases of LATAM Airlines Group S.A., et al., the law firm of White & Case LLP submitted a verified statement under Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose that it is representing the Ad Hoc Group of LATAM Bondholders. The Ad Hoc Group of certain holders of the 6.875% Senior Notes due and 7.00% Senior Notes due 2026, each issued by LATAM Finance Limited, and the Series A Local Bonds due 2028, Series B Local Bonds due 2028, Series C Local Bonds due 2022, Series D Local Bonds due 2028, and the Series E Local Bonds due 2029. As of Jan. 20, 2021, members of the Ad Hoc Group of LATAM Bondholders and their disclosable economic interests are: 140 Summer Partners LP 1450 Broadway 28th Floor New York, NY 10018 * Holder of $18,505,000 of 2024 Bonds and $26,267,000 of 2026 Bonds Administradora de Fondos de Pensiones Capital S.A. Av. Apoquindo 4820, Las Condes Región Metropolitana, Chile * Holder of $15,322,120 of Series B Local Bonds, $5,528,600 of Series D Local Bonds and $42,609,710 of Series E Local Bonds BICE VIDA Compañía de Seguros S.A. Av. Providencia 1806, Metropolitana Chile Santiago, Región * Holder of $22,500,00 of 2024 Bonds, $8,000,000 of 2026 Bonds, $186,800 of Series B Local Bonds, $4,763,400 of Series D Local Bonds Caius Capital LLP 135-137 New Bond Street London, W1S 2TQ * Holder of $25,719,000 of 2024 Bonds and $36,443,000 of 2026 Bonds Centerbridge Partners L.P. 375 Park Avenue New York, NY 10152 * Holder of $26,116,000 of 2024 Bonds, $81,869,000 of 2026 Bonds, $33,961,308 of 2027 EETCs, 1 $30,000,000 in Tranche A DIP Commitments, and $16,000,000 in Tranche C DIP Commitments Citigroup Global Markets, Inc. 388 Greenwich St., Tower Building New York, NY 10013 * Holder of $7,535,000 of 2024 Bonds, $13,077,000 of 2026 Bonds, $234,504.36 of 2023 EETCs, $17,486,431.59 of 2027 EETCs, $24,750,000 of the Revolving Credit Facility, and other unsecured claims of $835,003.00 Compañía de Seguros Confuturo S.A. Av. Apoquindo 6750, Piso 19 Las Condes, Región Metropolitana, Chile * Holder of $40,500,000 of 2024 Bonds and $5,000,000 of 2026 Bonds Consorcio Financiero S.A Avenida El Bosque Sur 180 Las Condes Santiago Chile * Holder of $42,072,000 of 2024 Bonds, $84,593,000 of 2026 Bonds, $1,974,500 of Series A Local Bonds, $9,576,325 of Series B Local Bonds, $1,974,500 of Series C Local Bonds, $14,848,240 in Series D Local Bonds, $3,949,000 of Series E Local Bonds, $23,090,000 in BTG Unsecured Bank Loans, and $12,500,000 of 2023 EETCs DSC Meridian Capital LP 888 Seventh Ave. xNew York, NY 10016 * Holder of $5,395,000 of 2024 Bonds and $7,502,000 of 2026 Bonds HSBC Securities Inc. USA 452 5th Avenue New York, NY 10018 * Holder of $1,367,000 of 2024 Bonds and 29,548,000 of 2026 Bonds, $15,615,000 of 2023 EETCs and $9,116,000 of the 2027 EETCs Livello Capital Management LP 1 World Trade Center, 85th Floor New York, NY 10007 * Holder of $1,750,000 of the 2024 Bonds and $4,750,000 of 2026 Bonds Seguros Vida Security Previsión S.A. Av. Apoquindo 3150, Piso 8 Las Condes, Región Metropolitana, Chile * Holder of $7,472,000 of Series A Local Bonds and $3,605,240 of Series C Local Bonds VR Global Partners, L.P. 300 Park Avenue, 16th Floor New York, NY 10022 * Holder of $31,817,000 of 2026 Bonds, $27,601,000 of 2023 EETCs, * Holder of $31,817,000 of 2026 Bonds, $27,601,000 of 2023 EETCs, and $1,000,000 of 2027 EETCs On June 15, 2020, the Ad Hoc Group retained Counsel to represent it in connection with the Debtors' Chapter 11 Cases. Each member of the Ad Hoc Group has consented to Counsel's representation. Counsel for the Ad Hoc Group of LATAM Bondholders can be reached at: White & Case LLP John K. Cunningham, Esq. Gregory Starner, Esq. Mark P. Franke, Esq. 1221 Avenue of the Americas New York, NY 10020 Telephone: (212) 819-8200 Facsimile: (212) 354-8113 E-mail: jcunningham@whitecase.com gstarner@whitecase.com mark.franke@whitecase.com Richard S. Kebrdle, Esq. Southeast Financial Center, Suite 4900 200 South Biscayne Boulevard Miami, FL 33131 Telephone: (305) 371-2700 Facsimile: (305) 358-5744 Telephone: rkebrdle@whitecase.com E-mail: rkebrdle@whitecase.com A copy of the Rule 2019 filing is available at https://bit.ly/3o5dc5R at no extra charge. About LATAM Airlines LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. LATAM Airlines Group S.A. is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general bankruptcy counsel; FTI Consulting as restructuring advisor; and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. Prime Clerk LLC is the claims agent. LIGHTHOUSE RESOURCES: Washington Tells 9th Circ. Export Appeal Moot ------------------------------------------------------------------- Law360 reports that Washington state wants the Ninth Circuit to put an end to claims it wrongly denied water certificates for a coal export terminal in the Pacific Northwest, saying the dispute is moot now that the project owner is in bankruptcy. The state on Wednesday, January 20, 2021, asked the circuit to dismiss the suit that Lighthouse Resources Inc. brought against it for denying the terminal a Section 401 Clean Water Act certificate, saying the company no longer has any real interest in the project after filing for bankruptcy last month and selling off much of its assets. About Lighthouse Resources Lighthouse Resources Inc., is owned and operated two coal mines located in Wyoming and Montana, delivering low sulfur, subbituminous coal to both domestic and export customers. It also owned and operated the Millennium Bulk Terminal in Longview, Washington. Its flagship project was the development of a trade route for coal from the Rocky Mountain region of the United States to demand centers in Asia. Utah-based Lighthouse Resources and 13 subsidiaries, including Decker Coal Company, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020. Lighthouse Resources was estimated to have $100 million to $500 million in assets and liabilities as of the filing. The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC., is the marketer and seller of assets related to the dock facility owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors' coal mining assets. STRETTO is the claims agent. MARX STEEL: May Use Cash Collateral Thru Feb. 14 ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, has authorized Marx Steel LLC to use cash collateral on an interim basis through February 14, 2021, in accordance with an Eighth Interim Budget. The Debtor's use of Cash Collateral under the prior budgets and the Eighth Interim Budget will be on a rolling basis through the expiration of the Order such that unused amounts from the prior budgets may be spent during the time period covered by the Eighth Interim Budget for the categories and in the amounts previously agreed, unless otherwise extended between the parties. A final hearing on the Debtor's Motion to Use Cash Collateral is scheduled for February 16, 2021 at 1:20 p.m. A copy of the Interim order and the Debtor's four-week budget through the week of February 8, 2021, is available at https://bit.ly/3p1Z1Qn from PacerMonitor.com. About Marx Steel LLC Marx Steel, LLC is a steel fabricator and plate processing company that manufactures sub-components and sells raw steel plate material to companies in the oil & gas, gas compression and construction industries. Marx Steel, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-31849) on March 19, 2020, listing under $1 million in both assets and liabilities. The Hon. Marvin Isgur oversees the case. Melissa A. Haselden, Esq. at Hoover Slovacek LLP represents the Debtor as counsel. Jason Medley, Esq. at Clark Hill Strasburger represents Amerisource Funding Inc. MEG ENERGY: Moody's Gives B3 Rating on New $600MM Sr. Unsec. Notes ------------------------------------------------------------------ Moody's Investors Service assigned a B3 rating to MEG Energy Corp.'s proposed US$600 million senior unsecured notes offering due 2029. The proceeds will be used to refinance all of the existing US$600 million notes due 2024. Issuer: MEG Energy Corp. Assignments: Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) RATINGS RATIONALE MEG's B2 CFR is supported by: bitumen production of over 85,000 bbls/d (net of royalties), with substantial reserves in key productive areas of the Athabasca oil sands region;a long-lived reserve base that requires sustaining and maintenance capex of C$6 to C$8/bbl; pipeline commitments that can move up to two-thirds of MEG's blend volumes outside of Alberta but is subject to pipeline apportionment; and good liquidity. MEG is constrained by: its exposure to heavy oil differentials, which are volatile and generally wide predominately due to egress constraints and pipeline apportionment; weak credit metrics in 2021 with retained cash flow to debt below 10%, which could remain weak in 2022 if there are pipeline constraints; and concentration in one asset - the Christina Lake oil sands project. MEG's liquidity is good (SGL-2). Pro forma for the January 2021 senior notes refinancing, and at year end 2020, MEG will have around C$113 million in cash and C$785 million available (after letters of credit) under its C$800 million revolving credit facility, due July 2024. Moody's expects breakeven free cash flow through 2021. MEG will be in compliance with its sole financial covenant through this period, with the covenant being tested at or above C$400 million of utilization. MEG's senior unsecured notes are rated B3 (one notch below the B2 CFR) and the second lien secured notes are rated Ba3 (two notches above the CFR) due to the priority ranking first lien revolver and second lien notes. The negative outlook reflects our expectation that credit metrics could remain weak through 2021. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if retained cash flow to debt is above 25% (10% LTM Sept/20), EBITDA to interest rises above 4x (2.2x LTM Sept/20) and if MEG can maintain positive free cash flow. The ratings could be downgraded if retained cash flow to debt is below 10% (10% LTM Sept/20) or if EBITDA to interest falls below 2x (2.2x LTM Sept/20). PRINCIPAL METHODOLOGY The principal methodology used in this rating was Independent Exploration and Production Industry published in May 2017. COMPANY PROFILE MEG is a publicly-listed Calgary, Alberta-based steam-assisted-gravity-drainage (SAGD) oil sands developer and operator. MEG produces over 85,000 bbls/day of bitumen at the Christina Lake project in the Athabasca Oil Sands region in Northern Alberta. NATIONAL MEDICAL: Lyon Financial Services Stay Motion Granted ------------------------------------------------------------- The District Court of Appeal of Florida, Third District, granted Lyon Financial Services, Inc.'s motion to stay the proceedings in the Court pending the bankruptcy proceedings in which National Medical Imaging, LLC and National Medical Imaging Holding Company, LLC are the debtors. The conclusion was reached after the Court, on its own motion, reheard National Medical Imaging, LLC v. Lyon Lyon Financial Services, Inc., 3D20-730, 2020 WL 5228979 (Fla. 3d DCA Sept. 2, 2020). The panel opinion, which relied upon Shop in the Grove, Ltd. v. Union Federal Savings & Loan Ass'n of Miami, 425 So.2d 1138 (Fla. 3d DCA 1982), begrudgingly denied Appellee Lyon Financial Services, Inc. d/b/a U.S. Bank Portfolio Services' August 14, 2020 motion to stay the proceedings in the Court during the Appellants' pending bankruptcy proceedings. Shop in the Grove held that the automatic stay provision in 11 U.S.C. Section 362(a)(1) is inapplicable in the Court where the debtor — who is the defendant below and who has filed for federal bankruptcy protection — is the appellant. In 2015, Lyon Financial Services obtained a $12 million judgment against Appellants in a Pennsylvania state court. Lyon Financial domesticated the judgment in the Miami-Dade County Circuit Court and obtained an April 28, 2020 final order authorizing Lyon Financial Services' execution on certain choses in action owned by Appellants. On May 7, 2020, Appellants appealed the final order to the Court. After serving their initial brief, Appellants, on June 12, 2020, filed voluntary Chapter 11 bankruptcy petitions in the United States Bankruptcy Court for the Eastern District of Pennsylvania. Lyon Financial Services filed their stay motion seeking an order from the Court staying appellate proceedings, pending further order of the Bankruptcy Court. On September 22, 2020, a panel of the Court, in reliance upon this Court's 1982 opinion in Shop in the Grove, issued the panel opinion denying Appellee's stay motion. "The approach in Shop in Grove is inconsistent with all other Florida District Courts of Appeal and all federal circuit courts that have addressed the issue. Shop in the Grove's holding is also at odds with the leading treatise on bankruptcy law. With respect to the reasoning underlying Shop in the Grove, the unanimous consensus seems to be that an appeal initiated by a debtor-defendant is a 'continuation . . . of a judicial, administrative, or other action or proceeding against the debtor' as set forth by the plain language in section 362," said the Court. "As mentioned in the panel opinion, this Court's adherence to Shop in the Grove presented significant practical, if not ethical, problems for practitioners, especially multi-jurisdictional practitioners... While appellate practitioners could generally rely upon a debtor's filing a petition for bankruptcy protection automatically staying appellate proceedings, the rules were different in Florida's Third District. Here, Shop in the Grove compelled the parties to continue to litigate the appeal, even when the bankruptcy proceedings were occurring in a jurisdiction that had definitively determined that continuation of the appeal violated the automatic stay. Consequently, Shop in the Grove put practitioners, and their clients, in the unenviable position of having to choose whether to violate either (i) the automatic stay imposed by the Act or, alternatively, (ii) orders from this Court denying stay relief," explained the Court. The case is National Medical Imaging, LLC, et al., Appellants, v. Lyon Financial Services, Inc., etc., Appellee, Case No. 3D20-730 (Fla. Dist. App.). A full-text copy of the Opinion, dated January 13, 2021, is available at https://tinyurl.com/y4tsgqtw from Leagle.com. National Medical Imaging, LLC is represented by: W. Barry Blum, Esq. Jessica Serell Erenbaum, Esq. GENOVESE JOBLOVE & BATTISTA, P.A 100 Southeast Second Street 44th Floor Miami, FL 33131 Telephone: 305-349-2339 Email: bblum@gjb-law.com JErenbaum@gjb-law.com Lyon Financial Services, Inc. is represented by: Jack C. McElroy, Esq. John W. Bustard, Esq. Patrick G. Brugger, Esq. SHUTTS & BOWEN LLP 300 South Orange Avenue Suite 1600 Orlando, FL 32801 Telephone: 407-423-3200 Email: JMcelroy@shutts.com JBustard@shutts.com PBrugger@shutts.com About National Medical National Medical Imaging, LLC, and National Medical Imaging Holding Company, LLC provide medical and diagnostic laboratory services with a principal place of business located at 1425 Brickell Ave., Apt. 57E, Miami. On June 12, 2020, National Medical Imaging and National Medical Imaging Holding Company filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 20-12618). At the time of the filings, each Debtor disclosed assets of $10 million to $50 million and liabilities of the same range. The Debtors have tapped Dilworth Paxson LLP as their bankruptcy counsel and Kaufman, Coren & Ress, P.C. and Karalis P.C. as their special counsel. On October 23, 2020, the Debtors hired Erwin Chemerinsky, the dean and Jesse H. Choper Distinguished Professor of Law of the University of California, Berkley School of Law, as their special counsel. Prior to Debtors' voluntary Chapter 11 filing, DVI Receivables Trusts and other creditors filed involuntary Chapter 11 petitions (Bankr. E.D. Pa. Case Nos. 05-12714 and 05-12719) against Debtors on March 3, 2005. In 2014, National Medical Imaging hit U.S. Bank N.A. and eight others with a $50 million lawsuit in Pennsylvania federal court alleging the bank ruined its business by forcing it into involuntary bankruptcy proceedings just as it was beginning to implement a turnaround plan. National Medical Imaging claims that the involuntary bankruptcy petitions ultimately destroyed its business even though the cases were ultimately tossed. NATIONAL RIFLE ASSOCIATION: Ordered to Face NY Fraud Lawsuit ------------------------------------------------------------ Erik Larson of Bloomberg News reports that the National Rifle Association was ordered to face a fraud lawsuit New York filed to dissolve the gun rights group for allegedly ripping off donors, even as the NRA pursues protection from creditors in bankruptcy court. A New York judge on Thursday, Jan. 21, 2021, denied the NRA's request to dismiss the suit by New York Attorney General Letitia James after saying last week's bankruptcy filing was unlikely to derail the case. The judge said that since it's in state court, he felt free to proceed with the hearing. Federal judges usually place a hold on litigation against debtors to give them breathing room to reorganize. "I would not be proceeding unless I was confident, based on my own research, that there were reasonable grounds to do so," New York Supreme Court Justice Joel M. Cohen said. Deciding whether to put litigation on hold "is not the exclusive province of the bankruptcy court," he said. Attorney General James alleges that the NRA diverted charitable donations for years to enrich executives, in violation of laws governing nonprofit organizations. The case, filed in August 2020 amid a power struggle between former NRA president Oliver North and longtime leader Wayne LaPierre, poses one of the biggest legal threats to the NRA since its founding in New York in 1871. "Today's order reaffirms what we've known all along: the NRA does not get to dictate if and where they will answer for their actions," Attorney General James said in a statement on Thursday, January 21, 2021, adding that she looks forward to "holding the NRA accountable." The NRA has called New York's suit a baseless, premeditated attack on the Second Amendment that was timed to have maximum impact during the election cycle. In court on Thursday, Jan. 21, 2021, Jennifer Rogers, a lawyer for the NRA, said the state had brought its case with "unprecedented fanfare" while making "lurid allegations." The NRA's motion to dismiss the case was made on technical grounds about which county the group is incorporated in and whether the suit should be tossed out because it was filed in the wrong court. The merits of the state's fraud case won't be heard until a trial, tentatively set for next year. The ruling follows the first hearing of the Chapter 11 claim on Wednesday, January 20, 2021, when the NRA's bankruptcy lawyer said the group was "not afraid" of New York's lawsuit and "not in any way attempting to escape regulatory supervision." In the same ruling on Thursday, January 21, 2021, Justice Cohen denied the NRA's request to transfer the case from state court in Manhattan to federal court in Albany, as well as its motion for a temporary hold on the case until a lawsuit it filed against its former advertising agency is resolved. New York argued that state court is the best place for a lawsuit by the state's attorney general enforcing state charity laws. In a grim acknowledgment of the pandemic, the NRA told the court that one of its lawyers, Carl Liggio, who was rushed to the hospital with Covid-19 last week, has died. The fraud case is New York v. National Rifle Association of America, 451625/2020, New York Supreme Court, New York County (Manhattan). 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. Seeking to move its domicile and principal place of business to Texas amid lawsuits in New York, 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. NEOVASC INC: Fails to Get Premarket Approval for Reducer -------------------------------------------------------- Neovasc Inc. has received a "not-approvable" letter from U.S. Food & Drug Administration (FDA) regarding its PMA submission for the Neovasc Reducer. Fred Colen, Neovasc CEO, said, "While we are disappointed in FDA's decision, the letter was not unexpected, given the outcome of the Panel meeting." He continued, "Millions of patients suffer from refractory angina, and for many, the Reducer offers hope for symptom relief. We will continue to evaluate our strategic options for bringing the Reducer to patients around the world." The FDA reviewed Reducer for treatment of patients with refractory angina pectoris despite guideline directed medical therapy, who are unsuitable for revascularization by coronary artery bypass grafting or by percutaneous coronary intervention. The Reducer is CE-marked in the European Union for the treatment of refractory angina. About Neovasc Inc. Neovasc -- http://www.neovasc.com-- is a specialty medical device company that develops, manufactures and markets products for the rapidly growing cardiovascular marketplace. Its products include the Reducer, for the treatment of refractory angina, which is not currently commercially available in the United States (2 U.S. patients have been treated under Compassionate Use) and has been commercially available in Europe since 2015, and Tiara, for the transcatheter treatment of mitral valve disease, which is currently under clinical investigation in the United States, Canada, Israel and Europe. Neovasc recorded a net loss of $35.13 million for the year ended Dec. 31, 2019, compared to a net loss of $107.98 million for the year ended Dec. 31, 2018. As at Dec. 31, 2019, the Company had $10.10 million in total assets, $24.55 million in total liabilities, and a total deficit of $14.44 million. Grant Thornton LLP, in Vancouver, Canada, the Company's auditor since 2002, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company incurred a comprehensive loss of $33,618,494 during the year ended Dec. 31, 2019, and as of that date, the Company's liabilities exceeded its assets by $14,445,765. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. NGL ENERGY: Plans to Offer $2.05 Billion Senior Secured Notes ------------------------------------------------------------- NGL Energy Partners LP, through its wholly owned subsidiaries NGL Energy Operating LLC and NGL Energy Finance Corp., annouced their intention to offer, subject to market and other conditions, $2.05 billion in aggregate principal amount of senior secured notes due 2026. NGL expects to use the net proceeds of the offering, together with borrowings under a new $500.0 million asset-based revolving credit facility, to (i) repay all outstanding borrowings under and terminate NGL's existing revolving credit facility, (ii) repay all outstanding borrowings under and terminate NGL's $250.0 million term credit agreement and (iii) to pay fees and expenses in connection therewith. The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended, and to persons, other than U.S. persons, outside of the United States pursuant to Regulation S under the Securities Act. The offer and sale of the notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. About NGL Energy Partners LP NGL Energy Partners LP, a Delaware limited partnership, is a diversified midstream energy company that transports, stores, markets and provides other logistics services for crude oil, natural gas liquids and other products and transports, treats and disposes of produced water generated as part of the oil and natural gas production process. NGL Energy reported a net loss attributable to the partnership of $397 million for the year ended March 31, 2021. * * * As reported by the TCR on Nov. 27, 2020, S&P Global Ratings lowered its issuer credit rating on NGL Energy Partners L.P. (NGL) to 'CCC+' from 'B+'. 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." NOSTALGIA FAMILY: Case Summary & 11 Unsecured Creditors ------------------------------------------------------- Debtor: Nostalgia Family Medicine P.A. 771 Ciara Creek Cove Longwood, FL 32750 Business Description: Nostalgia Family Medicine P.A. -- https://www.nostalgiamed.com/ -- is a family medicine & wellness center located in Lake Mary/Longwood, near Orlando. Chapter 11 Petition Date: January 22, 2021 Court: United States Bankruptcy Court Middle District of Florida Case No.: 21-00274 Debtor's Counsel: Jeffrey S. Ainsworth, Esq. BRANSONLAW, PLLC 1501 E. Concord Street Orlando, FL 32803 Tel: 407-894-6834 Fax: 407 894 8559 E-mail: jeff@bransonlaw.com Total Assets: $424,063 Total Liabilities: $1,152,260 The petition was signed by Brandon S. Fletcher, president. A copy of the petition containing, among other items, a list of the Debtor's 11 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/VOLJMFY/Nostalgia_Family_Medicine_PA__flmbke-21-00274__0001.0.pdf?mcid=tGE4TAMA NPC INTERNATIONAL: Amends Plan Amid $801M Sale to Flynn and Wendy's ------------------------------------------------------------------- NPC International Inc. said in a court filing on Jan. 18, 2021, that accordance with the Court approved bid procedures and the "franchisor protocol," the sale process has resulted in the selection of two successful bidders for the collective purchase of substantially all of the Debtors' assets: * Flynn Restaurant Group LP will acquire substantially all of the Debtors' Pizza Hut assets (including 951 Pizza Hut restaurants), and a substantial portion of the Debtors' Wendy's restaurants (including 197 Wendy's restaurants in the Baltimore South, Baltimore North, Central Maryland, and Salt Lake City markets) for $552.55 million. * Wendy's will acquire 194 Wendy's restaurants in the Pennsylvania, Kansas City, Raleigh, and Greensboro markets for $248.25 million and assign certain of its rights and obligations under the Wendy's APA to 'eligible assignees' at or prior to closing. Importantly, Pizza Hut and Wendy's -- each, in its capacity as a Franchisor -- have consented to Flynn as an approved franchisee acquiring all Pizza Hut markets or a certain number of select Wendy's markets from NPC, respectively. NPC International, Inc., submitted a Second Amended Joint Chapter 11 Plan on Jan. 18, 2021. NPC's Plan considers sale transaction and reorganization transaction scenarios. According to the Second Amended Plan, the Debtors are at this time seeking confirmation of this Plan solely with respect to the sale transaction with the successful bidders Flynn and Wendy's. Class 4 First Lien Secured Claims will receive the remaining Sale Proceeds after the Allowed Priority Term Loan Secured Claims are satisfied in full, the UCC Settlement Amount and GUC Trust Reserve are funded to the GUC Trust, and the Wind Down Fund has been fully funded. Pursuant to the Driver Claimants Settlement, the Driver Claimant General Unsecured Claims will be deemed Allowed on the Effective Date in a total amount up to the Driver Claimants GUC Cap of $5 million. Holder of Allowed General Unsecured Claims in Class 6, including any Driver Claimant General Unsecured Claim Allowed under the Driver Claimants Settlement, will receive Class A GUC Trust Interests and Class B GUC Trust Interests. Class 6 will instead get new warrants to purchase 12.5% of the reorganized equity if neither the PH nor the Wendy's businesses are sold. In the event that the Debtors pursue the sale transaction to Flynn and Wendy's, the Debtors or the Wind Down Co shall fund Plan Distributions and satisfy applicable Allowed Claims under this Plan using Cash on hand and the Sale Proceeds. The GUC Trust will fund Plan Distributions to holders of Allowed General Unsecured Claims from the GUC Trust Assets. "GUC Trust Assets" will, pursuant to the UCC Settlement, consist of (i) the GUC Trust Causes of Action and any proceeds and (ii) sale proceeds of $3,000,000, and (iii) the $500,000 GUC Trust Reserve. A full-text copy of the Second Amended Joint Chapter 11 Plan dated January 18, 2021, is available at https://bit.ly/39Qosh9 from PacerMonitor.com at no charge. Attorneys for the Debtors: Alfredo R. Pérez WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 Ray C. Schrock, P.C. (admitted pro hac vice) Kevin Bostel (admitted pro hac vice) Natasha Hwangpo (admitted pro hac vice) WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 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. OELWEIN COMMUNITY: Objections Resolved; Plan Confirmed ------------------------------------------------------ Judge Thad J. Collins has entered an order approving and confirming the Modified Plan of Reorganization and Disclosure Statement filed by Oelwein Community Healthcare Foundation d/b/a HealthFirst Medical Park and HealthFirst Medical. On August 28, 2020, the Debtor filed its Combined Plan of Reorganization and Disclosure Statement where two objections were filed to the Plan, one by Veridian Credit Union and the other by the Office of the United States Trustee. At the preliminary telephonic hearing held on Nov. 19, 2020, the parties advised the Court that they were working to resolve the objections and the Debtor would file a modified Plan with the resolution. On Jan. 14, 2021, the Debtor filed a Modified Plan which resolved the objections. The modifications do not adversely affect any of the other creditors and clarifies treatment of Class 4 and Class 5 claims. The Debtor has filed an Affidavit of Compliance with 11 U.S.C. Sec. 1129(a). Accordingly, the Court finds that the Debtor's Combined Plan of Reorganization and Disclosure Statement as modified resolves the Objections of Veridian Credit Union and the United States Trustee. A full-text copy of the Plan Confirmation Order entered Jan. 15, 2021, is available at https://bit.ly/2LYkz1V from PacerMonitor.com at no charge. Attorney for the Debtor: DAY RETTIG MARTIN, P.C. Ronald C. Martin PO Box 2877 Cedar Rapids, Iowa 52406-2877 Tel: (319) 365-0437 Fax: (319) 365-5866 E-mail: ronm@drpjlaw.com About Oelwein Community Oelwein Community Healthcare Foundation is a non-profit group that provides health care services. It is the owner of a real property located at 2405 Rock Island Road, Oelwein, Iowa, having an appraised value of $3.97 million. Oelwein Community filed for Chapter 11 bankruptcy protection (Bankr. N.D. Iowa Case No. 19-01726) on Dec. 10, 2019. In the petition signed by W. Wayne Saur, president, the Debtor reported $4,024,812 in assets and $7,750,439 total liabilities. The Debtor is represented by Ronald C. Martin, Esq., at Day Rettig Martin, P.C. OKLAHOMA JAZZ: Seeks Court Approval to Hire Bankruptcy Attorney --------------------------------------------------------------- Oklahoma Jazz Hall of Fame, Inc. seeks approval from the U.S. Bankruptcy Court for the Northern District of Oklahoma to employ Ron Brown, Esq., an attorney at Brown Law Firm, PC, to handle its Chapter 11 case. Mr. Brown will render these legal services: (a) negotiate allowed claims and treatment of creditors; (b) advise and prepare legal documents; (c) represent the Debtor in hearings and other contested matters; (d) formulate a disclosure statement and plan of reorganization; and (e) all other matters needed for reorganization. Mr. Brown received a retainer of $5,000 and used $4,346.25 for pre-petition services, leaving a balance of $717.75. The attorney will be paid at his hourly rate of $300. Paralegal and associate time will be billed at $75 per hour and $225 per hour, respectively. Mr. Brown disclosed in court filings that he and his firm are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. The attorney can be reached at: Ron D. Brown, Esq. R. Gavin Fouts, Esq. Brown Law Firm, PC 715 S. Elgin Ave Tulsa, OK 74120 Telephone: (918) 585-9500 Facsimile: (866) 552-4874 Email: ron@ronbrownlaw.com gavin@ronbrownlaw.com About Oklahoma Jazz Hall of Fame Oklahoma Jazz Hall of Fame, Inc. is a non-profit organization based in Tulsa, Okla. that honors jazz, blues and gospel musicians in the state, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Okla. Case No. 21-10047) on Jan. 15, 2021. Judge Terrence L. Michael oversees the case. Ron D. Brown, Esq., at Brown Law Firm, PC serves as the Debtor's legal counsel. ONLINE KING: Court Denies Bid to Extend Time to File Plan --------------------------------------------------------- Judge Louis Scarcella of the United States Bankruptcy Court for the Eastern District of New York explains the Court's denial of Online King LLC's motion for the extension of its 90-day period to file its plan for an additional 90 days. Online King's 90-day period expired on October 8, 2020. It filed its Motion on October 21, 2020. The Motion did not mention that the 90-day period has expired nor did it cite to any authority to support the request for an extension other than a passing reference to Section 1189(b). No affidavit or declaration was submitted by the principal of the Debtor, and the Motion is signed by counsel. The Motion asserts, in conclusory fashion, that an extension is justified because of (i) "the amount of work entailed in negotiating and proposing a plan," (ii) "the intervening Jewish holidays during which the Debtor and its Counsel could not work," (iii) "the competing demands upon Debtors [sic] advisors and personnel," and (iv) "the inherent issues faced by all parties because of the current pandemic." An Order was entered on November 24, 2020 denying Online King's request for an extension of time to file a plan. Judge Scarcella explains that "in moving for an extension of time, the Debtor does not mention that the 90-day plan filing deadline had already passed, nor does the Debtor explain why it could not have moved for such relief earlier. Instead, the Debtor simply requests entry of an order 'extending the time within which the Debtor must file its plan for reorganization by 90 days for a total of 180 days from the date the order for relief was entered on the Petition filing date of July 10, 2020.' The Debtor also asks that such extension be without prejudice to a request for a further extension of the plan-filing date. Before addressing the reasons given by the Debtor as to why such an extension is necessary in this case, the Court observes that a request for an additional 90 days without prejudice to a further extension is contrary to the clear intent that a subchapter V case be an accelerated process, designed to assist the small business debtor in its reorganization effort." Judge Scarcella further explains that "in its August 11, 2020 status conference report... the Debtor did not offer any preview as to why it could not meet the 90-day deadline to file a plan... In its report, the Debtor stated that it (i) had discussions with its secured and unsecured creditors, as well as the subchapter V trustee, concerning the plan, (ii) had drafted a plan and sent the proposed plan to all creditors, (iii) was gathering additional information requested by secured creditor Amazon Capital Services, Inc. and (iv) intended to file a plan within the 90-day time period set forth in 1189(b). At the August 25, 2020 status conference, the Debtor did not state that a chapter 11 plan would not be filed before the expiration of the 90-day time period, nor did the Debtor state that it would be seeking an extension of time by which to file a plan. At the November 12, 2020 hearing on its motion for an extension of the plan-filing deadline, the Debtor stated that, approximately 60 days after the order for relief, which would be around September 10, 2020, it became apparent that a plan would not be filed by the 90-day deadline. Yet, the Debtor offered no reason for its delay in moving for an extension of this time limit. The record shows that the Motion was filed 103 days after the petition date and approximately 40 days after it became apparent to the Debtor that it would not be able to timely file a plan. It is undisputed that the Debtor knew all too well that the deadline was fast approaching yet did not seek appropriate relief from the Court before the time expired." Judge Scarcella found that "the Motion consists of factually unsupported and conclusory labels, and on that basis the Court cannot find that the Debtor meets the stringent burden of showing that it was unable to timely file a plan due to circumstances for which it should not justly be held accountable. Some may say a harsh result, but words matter, as does evidence." The case is In re: Online King LLC, Chapter 11, Debtor, Case No. 1-20-42591-las (Bankr. E.D.N.Y.). A full-text copy of the Memorandum Decision Denying Debtor's Motion for an Order Extending Time to File a Plan, dated January 19, 2021, is available at https://tinyurl.com/y25ckgjq from Leagle.com. About Online King LLC Online King LLC filed its Chapter 11 Petition on July 10, 2020 (Bankr. E.D.N.Y. Case No. 20-42591). Onlike King is represented by Joseph Balisok, Esq., at Balisok & Kaufman PLLC. PEMBINA PIPELINE: DBRS Gives Prov. BB(high) Rating to Sub. Notes ---------------------------------------------------------------- DBRS Limited assigned a provisional rating of BB (high) with a Stable trend to the Fixed-to-Fixed Rate Subordinated Notes, Series 1 of $600 million due January 25, 2081, to be issued by Pembina Pipeline Corporation. The Issuer intends to use the net proceeds from the sale of the Subordinated Notes to redeem or repurchase the Company's outstanding cumulative redeemable minimum rate reset Class A Preferred Shares, Series 11 and its cumulative redeemable minimum rate reset Class A Preferred Shares, Series 13 to repay other outstanding indebtedness, as well as for general corporate purposes. Notes: All figures are in Canadian dollars unless otherwise noted. PENOBSCOT VALLEY: Court Upholds SBA's Bankruptcy Exclusion Rule --------------------------------------------------------------- Judge Michael A. Fagone of the United States Bankruptcy Court for the District of Maine upheld the rule of the Small Business Administration (SBA) that excluded debtors in bankruptcy from participating in the Paycheck Protection Program (PPP). The judge found the bankruptcy exclusion to be a reasonable choice that cannot be depicted as arbitrary or capricious. The plaintiffs -– Penobscot Valley Hospital and Calais Regional Hospital – challenged the wisdom of the bankruptcy exclusion and asked the Court to declare them eligible to participate in the PPP. The District Court recommitted a particular aspect of the proceedings to the Bankruptcy Court for further consideration -– namely, the proposed conclusion that the bankruptcy exclusion is within the bounds of a reasonable interpretation of the Coronavirus Aid, Relief, and Economic Security (the CARES Act). Specifically, the Bankruptcy Court was tasked with: (i) resolving the "possible discrepancy" between the declaration filed with the District Court and another declaration filed in similar litigation in Vermont (ii) determining whether the bankruptcy exclusion is a reasonable construction of the CARES Act under the second step of the analysis articulated in Chevron; and (iii) determining whether the bankruptcy exclusion is "arbitrary and capricious" under the standard established in Motor Vehicle Mfrs. Ass'n of the U.S., Inc. v. State Farm Mut. Auto. Ins. Co. The agency action excluding debtors from the PPP occurred with the SBA Administrator's promulgation of the First Interim Final Rule (IFR) and Form 2483, neither of which contain an explanation specifically addressing the bankruptcy exclusion. On April 24, 2020, the Administrator posted a fourth interim final rule (the Fourth IFR) with respect to the PPP, which supplements the previously posted interim final rules with additional guidance. By May and June 2020, litigation was underway in the Bankruptcy Court and in courts across the country concerning the legality of the bankruptcy exclusion. In some cases, the Administrator offered declarations of its Deputy Associate Administrator for Capital Access, John A. Miller. Among other things, the Bankruptcy Court was tasked with resolving the "possible discrepancy" between the Maine Miller Declaration and the Vermont Miller Declaration. In the Maine Miller Declaration –- dated June 5, 2020 -- Mr. Miller stated: "The purpose of a PPP loan is to help small businesses pay their employees and maintain operations to allow them to restart quickly over the next few months. SBA decided that this purpose would not be served by including all bankruptcies." In the Vermont Miller Declaration -- dated May 14, 2020 -- Mr. Miller stated: "The purpose of a PPP loan is to help small businesses pay their employees and maintain operations to allow them to restart quickly over the next few months. This purpose would not be served in a chapter 11 liquidation or in a chapter 7 case." Judge Fagone found that the statement in the Vermont Miller Declaration -— that the purpose of the PPP would not be served in chapter 7 or a liquidating chapter 11 -— is merely a subset of the broader statement in the Maine Miller Declaration —- that the purpose of the PPP would not be served by including all bankruptcies. The judge did not find any inconsistency between the Miller declarations; they are not identical, but they are not in conflict either. The judge held that the distinction between the two declarations is not problematic in the way the Hospitals suggest. Judge Fagone also found that the explanation offered in the Maine Miller Declaration is consistent with that included in the Fourth IFR, and that the Maine Miller Declaration appropriately supplements the administrative record. The Court had previously concluded that Congress did not explicitly say whether debtors in bankruptcy were eligible to participate in the PPP, delegating rulemaking authority on that issue to the SBA. In the second step of the Chevron analysis, the court considers whether the challenged agency decision "is based on a permissible construction of the statute." Judge Fagone found that the Fourth IFR and the Maine Miller Declaration reflect that the bankruptcy exclusion was the product of reasoned decision making. "When deciding whether to make PPP loans available to debtors, the Administrator appropriately looked to the CARES Act as the source of the relevant factors. These factors are identified in the administrative record, as supplemented with the Maine Miller Declaration. The record also contains an explanation that provides a rational connection between the factors the Administrator considered and the decision to exclude all debtors in bankruptcy from the PPP," said the judge. The CARES Act requires all PPP applicants to certify that they are experiencing some degree of financial distress related to the uncertainty created by COVID-19. Judge Fagone recognized that "when it came to debtors in bankruptcy, the SBA perceived an additional risk that PPP loan funds might not be used for their intended purposes —- e.g., to cover payroll -— and might instead be gobbled up by administrative creditors. The SBA apparently perceived that debtors, as a group, were more likely than non-debtors to be suffering from financial distress unrelated to COVID-19 and teetering on the verge of ceasing operations." The judge held that this is a fair, commonsense generalization. The Hospitals countered this generalization with specificity, asserting that they are, in fact, attempting to reorganize. Judge Fagone, howerver, explained that the SBA simply did not have the luxury of considering the particulars of individual bankruptcy cases, and that many reorganizations do fail despite the debtors' best efforts. Judge Fagone also held that the SBA did not err in determining that there was a risk that PPP loan proceeds might be diverted to purposes not intended by the CARES Act in a bankruptcy case, and that the loan, if not forgiven, might not be repaid. The judge concluded that the SBA did not act arbitrarily or capriciously in deciding that debtors should be excluded from the program due to that risk. Judge Fagone also determined that, from a bankruptcy perspective, the exclusion of debtors from the PPP was a lawful choice. As the SBA observed, lending to debtors (in any type of bankruptcy case) is purely voluntary: no debtor can force a lender to make a postpetition loan. That reality reflects the nuances of lending to debtors in bankruptcy. The case is In re: Penobscot Valley Hospital, Chapter 11, Debtor. Penobscot Valley Hospital, Plaintiff, v. Jovita Carranza, in her capacity as Administrator for the United States Small Business Administration, Defendant. In re: Calais Regional Hospital, Chapter 11 Debtor. Calais Regional Hospital, Plaintiff, v. Jovita Carranza, in her capacity as Administrator for the United States Small Business Administration, Defendant, Case No. 19-10034, Adv. Proc. No. 20-1005, Case No. 19-10486, Adv. Proc. No. 20-1006 (Bankr. D. Me.). A full-text copy of Judge Fagone's additional proposed findings and conclusions dated January 12, 2021 is available at https://tinyurl.com/y3qhsuj9 from Leagle.com. About Penobscot Valley Hospital Penobscot Valley Hospital -- http://www.pvhme.org/-- operates a general medical and surgical facility in Lincoln, Maine. It has been serving the community for over 40 years with a wide variety of services and treatment options. Penobscot Valley Hospital sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Maine Case No. 19-10034) on Jan. 29, 2019. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $1 million to $10 million. The case is assigned to Judge Michael A. Fagone. The Debtor tapped Murray Plumb & Murray as its legal counsel. PETRA DIAMONDS: Chapter 15 Case Summary --------------------------------------- Chapter 15 Debtor: Petra Diamonds US$ Treasury plc Suite 31, Second Floor, 107 Cheapside London, EC2V 6DN England Business Description: Petra Diamonds -- https://www.petradiamonds.com -- is an independent diamond mining group and a supplier of gem quality rough diamonds to the international market. Foreign Proceeding: Proceeding before High Court of Justice of England and Wales (Part 26 of Companies Act of 2006). Chapter 15 Petition Date: December 15, 2020 Court: United States Bankruptcy Court Southern District of New York Chapter 15 Case No.: 20-12874 Judge: Hon. Martin Glenn Foreign Representative: Jacques Breytenbach Suite 31, Second Floor, 107 Cheapside London EC2V 6DN England Foreign Representative's Counsel: Jeffrey D. Saferstein, Esq. Elizabeth R. McColm, Esq. Michael J. Colarossi, Esq. Grace Hotz, Esq. PAUL, WEISS RIFKIND, WHARTON & GARRISON LLP 1285 Avenue of the Americas New York NY 10019 Tel: (212) 373-3000 Fax: (212) 757-3990 E-mail: jsaferstein@paulweiss.com emccolm@paulweiss.com mcolarossi@paulweiss.com ghotz@paulweiss.com Estimated Assets: Unknown Estimated Debts: Unknown A full-text copy of the Chapter 15 petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/XQ5LDZI/Petra_Diamonds_US_Treasury_plc__nysbke-20-12874__0001.0.pdf?mcid=tGE4TAMA PHUNWARE INC: Regains Compliance with Nasdaq Bid Price Requirement ------------------------------------------------------------------ Phunware, Inc. received written notice from the Listing Qualifications Staff of the Nasdaq Stock Market LLC on Jan. 19, 2021, notifying the Company that compliance was regained under the Bid Price Requirement because the bid price of its common stock closed at or above $1.00 per share for a period of 20 consecutive business days. Per the notice, Nasdaq considers the matter closed. On Nov. 19, 2020 Phunware received written notice from Nasdaq that the closing bid price for its common stock had been below $1.00 for the last 30 consecutive business days and that the Company therefore was not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). About Phunware Headquartered in Austin, Texas, Phunware, Inc. -- http://www.phunware.com-- is a Multiscreen-as-a-Service (MaaS) company, a fully integrated enterprise cloud platform for mobile that provides companies the products, solutions, data and services necessary to engage, manage and monetize their mobile application portfolios and audiences globally at scale. Phunware incurred a net loss of $12.87 million in 2019 compared to a net loss of $9.80 million in 2018. As of Sept. 30, 2020, the Company had $29.35 million in total assets, $34.16 million in total liabilities, and a total stockholders' deficit of $4.81 million. Marcum LLP, in Houston, TX, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. PREMIER BIOMEDICAL: CEO Resigns, Seeks 90-Day Plan Filing Extension ------------------------------------------------------------------- Premier Biomedical, Inc. asks the U.S. Bankruptcy Court for the District of Nevada for an additional 90 days to file its Chapter 11 Plan. Premier Biomedical, which sought relief under Chapter 11 of the United States Bankruptcy Code on October 23, 2020 and sought designations as a subchapter V debtor, was required to file a consensual plan by January 21, 2020. Premier Biomedical was created in 2010 as a research-based company that intended to discover cures for PTSD, cancer and various other diseases. On May 26, 2020 the following officers and directors resigned: William A. Hartman - President, Chief Executive Officer, and acting Chairman Dr. Mitchell S. Felder - Chairman of the Scientific Advisory Board Heidi H. Carl - Chief Financial Officer, Secretary, Treasurer and Director Dr. Patricio F. Reye - Chief Technology Officer and Director John S. Borza - Vice President and Director Jay Rosen - Director John Pauly - Director On May 22, 2020, David Kaplan was appointed to the board and CEO of Premier Biomedical. Mr. Kaplan eventually resigned his position with Premier Biomedical on December 8, 2020. Premier Biomedical alleges that it has no other representative and that to complete the plan, it must be able to commit to agreements and bind, as well as be bound by others. "At the current time, there is no representative that can serve that function. Debtor's counsel is attempting to find a replacement. However, given the uncertainty generated by the Covid 19 pandemic and the nature of representing an entity in bankruptcy there is no party that wishes to undertake the management of Debtor," says Premier Biomedical. Premier Biomedical, Inc. is represented by: Byron E. Thomas, Esq. BYRON THOMAS 3275 S. Jones Blvd Las Vegas, NV 89146 Telephone: 702-747-3103 Email: byronthomaslaw@gmail.com About Premier Biomedical, Inc. Premier Biomedical, Inc. was created in 2010, strictly as a research-based company that intended to discover cures for PTSD, cancer and other diseases. It filed its petition seeking relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. Nev. Case No. 20-15344-NMC) and sought designations as a subchapter V debtor. Premier Biomedical is represented by Byron Thomas. PURSUIT HOLDINGS: Court Orders Feldman to Show Cause ---------------------------------------------------- Judge Denise Cote of the United States District Court for the Southern District of New York ordered Edward Feldman to show cause as to why the Court should not consider Pursuit Holdings, LLP's attorney-client privilege waived by the Chapter 7 Trustee and/or grant Norma Knopf and Michael Knopf's motion to compel Mr. Feldman to produce his communications with Michael Sanford from December 29, 2015 to July 11, 2017. According to the Knopfs, Mr. Feldman previously represented Mr. Sanford's company, Pursuit Holdings, and at no point did Mr. Feldman represent Mr. Sanford. Pursuit Holdings filed for Chapter 11 bankruptcy in 2018. On November 19,2018, the case was converted to a Chapter 7 bankruptcy and a Trustee was appointed. A Settlement Agreement, dated January 2, 2019, states that the Trustee ""waives any attorney-client privilege on behalf of [Pursuit] and will not object to the Knopfs obtaining any documents or testimony in discovery which may otherwise be subject to an attorney-client privilege held by [Pursuit]." To the extent that any defendant in this litigation wishes to respond to the motion to compel, Judge Cote ordered that: (1) the defendant may show cause by Thursday, January 21, 2021 at noon as to why the Court should not consider Pursuit's attorney-client privilege waived by the Chapter 7 Trustee and/or grant the plaintiffs' motion; and (2) Sanford may respond to the plaintiffs' motion by Thursday, January 21, 2021 at noon. The case is NORMA KNOPF and MICHAEL KNOPF, Plaintiffs, v. FRANK M. ESPOSITO, DORSEY & WHITNEY, LLP, NATHANIEL H. AKERMAN, EDWARD S. FELDMAN, and MICHAEL HAYDEN SANFORD, Defendants, Case No. 17cv5833(DLC). A full-text copy of the Order, dated January 19, 2021, is available at https://tinyurl.com/y6gyses7 from Leagle.com. About Pursuit Holdings, LLC Pursuit Holdings (NY) LLC f/k/a Pursuit Holdings, LLC, is located at 10 Bedford Street, New York, NY 10014. It is a Delaware limited liability company fully owned by Michael Hayden Sanford. Its principal place of business is located at 8 The Green, Suite A, Dover, Delaware 19901. The company previously sought bankruptcy protection on Feb. 20, 2017 (Bankr. D. Del. Case No. 17-10389), which case had been closed in April 2017. Pursuit Holdings filed its Chapter 11 Petition on September 12, 2018 (Bankr. S.D.N.Y. Case No. 18-12738). The petition was signed by Michael Hayden Sanford, sole member. The case is before the Hon. Martin Glenn. Pursuit Holdings is represented by Daniel Osborn, Esq., at Osborn Law P.C. The Debtor has estimated assets at $1 million to $10 million and estimated liabilities at $1 million to $10 million. PYXUS INTERNATIONAL: Sends Canadian Pot Business to CCAA -------------------------------------------------------- Pyxus International, Inc. (OTC Pink: PYYX), a global value-added agricultural company, announced Jan. 21, 2021 that, after a strategic review by the Boards of Directors of Pyxus and certain subsidiaries, it intends to divest its cannabis business in order to focus on its more profitable tobacco and e-liquid businesses. In addition, the Company has taken action to restructure its industrial hemp and CBD operations to minimize financial investment in that business. "Our strategic decision to exit cash flow negative cannabinoid operations will allow us to reduce corporate SG&A and sharpen our focus on growing our more profitable tobacco and e-liquid businesses such that these complementary businesses can fully leverage Pyxus' 145-year heritage and existing relationships," said Pieter Sikkel, President and CEO of Pyxus International. "We maintain our belief that there is value in FIGR and its growth can be accelerated with the right capital structure and partner. The completion of our financial restructuring, Global Operations Efficiency Program, and continued investment in agronomy, traceability and sustainability are proving to be of significant value to our tobacco customers as we have started to work together on long-term strategic partnerships that support our objective of growing our market share." In connection with the plan, the Company's three Canadian cannabis subsidiaries, FIGR Brands, Inc., Canada's Island Garden Inc. (FIGR East) and FIGR Norfolk, Inc. (collectively, "FIGR" or the "Applicants") filed for and received protection from their creditors under the Companies' Creditors Arrangement Act (Canada) ("CCAA"). FTI Consulting Canada Inc. has been appointed as the Court-appointed monitor ("FTI" or "the Monitor") of the Applicants. As part of its filing under the CCAA, FIGR has obtained a Debtor in Possession ("DIP") loan facility from another Pyxus subsidiary to support FIGR and fund its operations through the CCAA proceedings. During the CCAA proceedings, it is expected that ordinary course obligations to employees and key suppliers of goods and services subsequent to the filing date will continue to be met. Management of FIGR will remain responsible for the day-to-day operations under the general oversight of the Monitor. FIGR intends to seek approval of a sale process to be conducted by the Monitor in the near future. A copy of the Initial Order and other Court materials and information related to FIGR's CCAA proceedings, including the sale process if approved, will be available on the website maintained by the Monitor at http://cfcanada.fticonsulting.com/figr Investor Call The Company held a conference call to discuss matters addressed in this announcement today, Thursday, January 21, at 5:30 P.M. ET. A telephonic replay of the conference call will be available for five days by dialing (719) 457-0820 or (888) 203-1112 and entering the access code 9746912. The filing is part of the company's effort to divest from cannabis, said Pyxus Chief Financial Officer Joel Thomas to investors on a conference call Thursday, January 21, 2021, evening, Law360 reports. About Pyxus International Pyxus International Inc. -- http://www.pyxus.com/-- is a global agricultural company with 145 years of experience delivering value-added products and services to businesses, customers and consumers. Pyxus reported a net loss of $71.17 million for the year ended March 31, 2019, compared to net income of $51.91 million for the year ended March 31, 2018. As of March 31, 2019, Pyxus had $1.86 billion in total assets, $1.67 billion in total liabilities, and $192.02 million in total stockholders' equity. On June 15, 2020, Pyxus and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-11570). Judge Laurie Selber Silverstein oversees the cases. The Debtors tapped Simpson Thacher & Bartlett, LLP as general bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware bankruptcy counsel; and Lazard Freres & Co. LLC and RPA Advisors, LLC as restructuring advisors. Prime Clerk, LLC is the claims and noticing agent and administrative advisor. * * * Pyxus International won confirmation of its Amended Joint Prepackaged Chapter 11 Plan of Reorganization from the United States Bankruptcy Court for the District of Delaware on Aug. 21, 2020. Pyxus as a result successfully completed its financial restructuring on Aug. 24, 2020, and emerged from Chapter 11 with its debt reduced by more than $400 million and maturities extended. RANGERS ENTERPRISE: Seeks to Hire Paul Reece Marr as Counsel ------------------------------------------------------------ Rangers Enterprise Satellite, LLC seeks approval from the U.S Bankruptcy Court for the Northern District of Georgia to employ Paul Reece Marr, P.C. as its legal counsel. The firm's services will include: (a) legal advice regarding the Debtor's powers and duties in the continued operation and management of its affairs. (b) preparation of legal papers pursuant to the Bankruptcy Code. (c) other necessary legal services to administer the Debtor's Chapter 11 case. Paul Reece will be paid at these rates: Paul Marr, Esq. $375 per hour Paralegal $175 per hour Clerical $50 per hour The Debtor will reimburse Paul Reece any out-of-pocket expenses. Paul Marr, Esq., disclosed in a court filing that his law firm is a "disinterested" person within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Paul Marr, Esq. Paul Reece Marr, P.C. Governors Ridge Office Park 1640 Powers Ferry Road Building 24, Suite 350 Marietta, GA 30067 Tel: 770-984-2255 Email: paul.marr@marrlegal.com About Rangers Enterprise Satellite Rangers Enterprise Satellite, LLC filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 20-23275) on Dec. 15, 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 Lisa Ritchey Craig oversees the case. Paul Reece Marr, P.C. is the Debtor's legal counsel. RESOLUTE FOREST: Moody's Rates New $300MM Sr. Unsec. Notes 'B2' --------------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Resolute Forest Products Inc.'s proposed $300 million senior unsecured notes due 2026, affirmed the company's B1 corporate family rating and B1-PD probability of default rating, upgraded Resolute's speculative grade liquidity rating to SGL-1 from SGL-2, and changed the rating outlook to stable from negative. Resolute intends to use the proceeds of this offering as well as cash and borrowings under its credit facilities to refinance the 5.875% $375 million senior unsecured notes due 2023. "Resolute's existing ratings were affirmed with a stable outlook reflecting our expectations that the company will maintain strong liquidity as its leverage (adjusted Debt to EBITDA) improves to around 5x over the next 12 to 18 months with continued strength in lumber and improving pricing in pulp", said Ed Sustar, Senior Vice President with Moody's. Assignments: Issuer: Resolute Forest Products Inc. Senior Unsecured Notes, Assigned B2 (LGD4) Affirmations: Issuer: Resolute Forest Products Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Senior Unsecured Notes, Affirmed B2 (LGD4) Upgrades: Issuer: Resolute Forest Products Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Outlook Actions: Issuer: Resolute Forest Products Inc. Outlook, Changed To Stable From Negative RATINGS RATIONALE Resolute (B1 CFR) benefits from: (1) significant end-market and product diversity with leading market positions across several paper and forest product sectors; (2) operating flexibility across North America with 17 sawmills (following the recent acquisition of Conifex Timber Inc in February 2020), 10 newsprint and specialty paper mills, five commodity pulp mills and three tissue facilities (including the company's new mill in Calhoun (Tennessee)); (3) strong liquidity; and (4) growing lumber, tissue and pulp businesses that partially offset a declining paper business. Resolute is constrained by: (1) high leverage (about 5x adjusted debt/EBITDA expected for 2021, after lumber export duties and including Moody's adjustments including the company's large unfunded pension liabilities); (2) the inherent price volatility of its products; (3) the company's exposure to the secular decline of newsprint and specialty papers (which still represents almost 40% of revenue), which have been further exasperated by the closure of non-essential businesses, schools and offices; and (4) uncertainties regarding tariffs and the potential negotiation of a new softwood lumber agreement between Canada and the US. The B2 rating on the company's new $300 million senior unsecured notes is a notch below the CFR, reflecting the noteholders' subordinate position behind the secured $450 million asset-based revolving credit facility (unrated) and $360 million of senior secured credit facilities (unrated). Resolute has strong liquidity (SGL-1), with about $700 million of sources and no significant debt maturities over the next twelve months. Pro forma for the $300 million bond refinancing, the company's sources of liquidity include about $50 million of available cash (estimated December 2020), $170 million Moody's expected free cash flow and combined availability of about $500 million under Resolute's $450 million asset-based revolving credit facility (ABL) that matures in May 2024, its recently negotiated $167 million delayed term loan facility with Investissement Quebec backed by lumber duty deposits (matures in 10 years) and its $180 million secured revolving credit facility that matures October 2025 (net of borrowing base and springing covenant restrictions, drawings and letter of credit use). Resolute does not have any significant debt maturities until 2026. The stable outlook reflects Moody's expectation that Resolute will maintain strong liquidity as its leverage trends down toward 5x over the next 12 to 18 months from over 8x at September 2020. Leverage will improve in 2021 through debt reduction from ongoing contributions to the company's unfunded pension plan and larger EBITDA from the integration of recently acquired lumber mills, the growing tissue business and higher pulp and lumber prices. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Resolute's rating could be downgraded if: Sustained deterioration in the company's operating environment or liquidity Adjusted debt/EBITDA is sustained above 5.5x (8.8x for LTM as of September 2020) based on our forward opinion of leverage Sustained negative free cash flow generation Resolute's rating could be upgraded if: Adjusted debt/EBITDA declines below 4.5x (8.8x for LTM as of September 2020) based on our forward opinion of sustainable metrics (RCF-capex)/adjusted debt above 5% (2% for LTM as of September 2020) based on our forward opinion of sustainable metrics The principal methodology used in these ratings was Paper and Forest Products Industry published in October 2018. Headquartered in Montreal (Quebec, Canada), Resolute produces newsprint, specialty paper (mainly mechanical grades of paper), market pulp, lumber and tissue. Net sales for the last twelve months ending September 2020 were $2.7 billion. RICKEY CONRADT: $475T Unsecured Nonpriority Claim Allowed for EG ---------------------------------------------------------------- Judge Craig A. Gargotta of the United States Bankruptcy Court for the Western District of Texas, San Antonio Division, granted in part and denied in part the amended objection filed by the debtor, Rickey Conradt, Inc. (RCI), to the claim of the Estimating Group LLC (EG). RCI operated as a public adjuster whose clients are insurance policyholders who have suffered casualty damage to their respective properties. EG's business is to provide estimates for the costs of labor and materials necessary to perform remediation services. RCI and EG entered into a series of oral contracts pursuant to which EG provided estimates for RCI's clients in Puerto Rice, Texas, and Florida between 2014 and 2018, inclusive. The oral contracts were terminated because of RCI's nonpayment and RCI's contention that EG was only entitled to 1% of what RCI was paid. EG filed its original proof of claim on July 13, 2020, in the unsecured amount of $1,209,256.25. There were two components to EG's proof of claim: (1) The first component is straight-forward: EG sought a liquidated amount for claims that the insurance carrier paid RCI, of which EG contended it is entitled to 10%. (2) The second component required the Court to consider whether EG can assert a contingent claim for claims that RCI argues are either in appraisal or in litigation, such that RCI has not yet been paid (and may never be paid). The Court must also determine if EG entitled to interest on its claim plus attorney's fees. RC filed its Amended Objection to EG's proof of claim on October 29, 2020. In summary form, RCI objected to EG's claims as follows: (1) The Proof of Claim does not constitute a prima facie claim because it does not comply with the requirements set forth in Rule 3001 of the Federal Rules of Bankruptcy Procedure, nor does it meet the substantive requirements set forth in Rule 3001 nor does it meet the substantive requirements set forth in 11 U.S.C. Section 502(b). (2) The Proof of Claim does not support a valid claim under 11 U.S.C. Section 502(b) and should be disallowed, or if found to be valid in part, reduced by any invalid amount. The claim is the subject of litigation pending in the United States District Court, Southern District of Indiana, Indianapolis Division, and therefore EG is not entitled to a Proof of Claim in said amount or any corresponding interest, costs or attorney's fees related to that cause of action. (3) The Proof of Claim and its supporting documents, if any, do not support the validity and/or the amount of the claim, and RCI disputes that to the extent not so supported. Therefore, pursuant to 11 U.S.C. Section 502(b), the claim should be reduced or disallowed in its entirety. (4) RCI asserts the affirmative defenses that the Proof of Claim is barred by claims on material breaches of contract; it is barred by the doctrine of illegality; is barred by the doctrine of latches; is barred by the doctrine of unclean hands; is barred by the doctrine of waiver; is barred or reduced by Claimant's failure to mitigate her damages; and Claimant's damages, if any, were caused by persons other than the debtor. Under Rule 3001(f), a party correctly filing a proof of claim is deemed to have established a prima facie case. Judge Gargotta found EG's proof of claim meets the proof of claim filing requirements because the proof of claim uses Official Form 410, is signed under penalty of perjury, and contains an itemization of the amounts EG asserts it is owed. Section 502(b) lists the basis for disallowing certain types of proof of claims. Judge Galgotta found that the only basis that the Court can discern that EG may not assert is for unmatured interest. Rickey Conradt, RCI's representative and 100% owner, testified that the terms of payment in their contracts were different than what EG asserts. However, Judge Gorgotta found more credible the testimonies of Eric Shupper, a public adjuster who prepared estimates for RCI, and Mary Lopez, EG's representative and 100% owner. Shupper and Lopez explained that the industry standard was to pay the estimator 10%. Further, Lopez stated that a 1% payment would not be a sustainable business model for insurance estimating. Judge Gorgotta also found that, for roughly four years, Conradt did not indicate to EG that the rate of reimbursement was only 1%, but only made that assertion for the first time when ECG refused to provide RCI estimating services and sued him for nonpayment. In addition, EG provided emails to support its contention that EG is paid 10% of what RCI is paid as the public adjuster. Judge Golgotta found the totality of the evidence, and the course of dealing between EG and RCI, support a finding that the rate of payment from RCI to EG is 10% of what RCI was paid. Lopez also stated that if RCI is paid either through the appraisal or litigation process, then EG should be paid as well based on her oral contract with RCI. Shupper testified that the industry practice was that a public adjuster who prepares a claim estimate that goes to appraisal or litigation is paid. Judge Gorgotta again found Lopez and Shupper's testimony more credible. The judge found that Conradt contradicted himself and stated that RCI was paid on some projects that went to appraisal or litigation. Further, Judge Gorgotta found it illogical for any estimator to provide estimating services and agree to not be reimbursed because a dispute arose as to the amount of an insurance claim. Finally, Judge Gorgotta had to determine the correct amount of EG's proof of claim. Judge Gorgotta found that EG did not rebut RCI's assertion that it did not use EG's estimates for the Boykin properties in Amarillo. As such, that component of EG's claim was disallowed. Judge Gorgotta, however, found that EG's estimates and work on the Puerto Rico properties are allowed. While RCI argued that it did not use EG's estimates for these properties, the judge found that EG did the work for the Puerto Rico properties but pulled its estimates once RCI refused payment. Judge Golgotta denied any request for attorney's fees because EG provided no evidence regarding attorney's fees or the basis for its allowance. The judge also denied EG's request for pre- and post-judgment interest because it failed to provide any basis for the calculation of that interest or the legal basis for EG to receive interest on its unsecured claim. In summary, Judge Gorgotta calculated EG's claim as follows: Items #1-16, but not #3 $132,738.59 West Gaines (#18) $ 33,348.41 Happy State Bank (#22) $ 14,000.00 Torah Prep School of St. Louis (#27) $ 7,200.00 Cross Timbers (#30) $ 5,000.00 Puerto Rico (#50-#85) $250,213.34 Congregation B'nai Amoona (#86) $ 15,540.52 Rancho Verde Apts. (#94) $ 17,166.32 Total: $475,207.18 The case is IN RE: RICKEY CONRADT, INC., CHAPTER 11, Debtor, Case No. 20-50612-CAG (Bankr. W.D. Tex.). A full-text copy of Judge Gargotta's memorandum opinion and order dated January 12, 2021 is available at https://tinyurl.com/y6nwoyqk from Leagle.com. About Rickey Conradt Rickey Conradt, Inc., is a boutique public insurance adjusting company specializing in commercial, multi-family and industrial property storm, fire and flood damages insurance claims. Rickey Conradt sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-50612) on March 18, 2020, listing under $1 million in both assets and liabilities. Judge Craig A. Gargotta oversees the case. The Debtor tapped James S. Wilkin, P.C. as its legal counsel, and Luis De Luna, PLLC as its accountant. RTI HOLDING: Seeks to Hire Realtyone as Real Estate Broker ---------------------------------------------------------- RTI Holding Company, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Realtyone Tampa Real Estate, LLC as their real estate broker. The Debtors require the services of a real estate broker to sell the building and land they own at 1812 E. State Road 60, Valrico, Fla. The firm will get a 4 percent commission on the total sales price of $1.6 million. John Milsaps, Jr., a senior advisor at Realtyone, disclosed in a court filing, that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: John Milsaps Realtyone Tampa Real Estate, LLC dba SVN Coastal Commercial Advisors 10150 Highland Manor Dr., Suite 150 Tampa, FL 33610 Tel.: 813-597-6600 Email: john.milsaps@svn.com About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On Oct. 26, 2020, the U.S. Trustee formed an official committee of unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as its counsel, and FTI Consulting, Inc. as its financial advisor. RUBY TUESDAY: Court Approves Chapter 11 Executive Bonus Plans ------------------------------------------------------------- Law360 reports that bankrupt casual eatery chain Ruby Tuesday received court approval Friday, Jan. 22, 2021, for its plan to pay bonuses to a handful of key executives after a Delaware judge said the benchmarks for earning the extra pay provided a performance incentive. During a virtual hearing, U.S. Bankruptcy Judge John T. Dorsey said the $620,000 key employee incentive programs contained milestones that were difficult to achieve and required significant effort from the leadership team. "I think the debtors have established that the KEIP, while it has the benefit of being retentive, it is primarily incentivizing in nature," Judge Dorsey said in his ruling. About RTI Holding Company RTI Holding Company, LLC, and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On Oct. 26, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in the chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. RUBY TUESDAY: No Rival Bids; TCW and Goldman Poised for Takeover ---------------------------------------------------------------- Jeremy Hill of Bloomberg News reports that lending units of TCW Group and Goldman Sachs will likely buy Ruby Tuesday out of bankruptcy after no higher or better offers emerged, Richard Pachulski of Pachulski Stang Ziehl & Jones said on behalf of the restaurant chain. The equity of post-bankruptcy Ruby Tuesday will go "for the most part" to TCW, Pachulski said in a hearing Friday, January 22, 2021. As of the Petition Date, about $42.7 million was outstanding under the senior secured credit facility from Goldman Sachs and TCW. As reported in the TCR, The Debtors' Chapter 11 Plan reflects an agreement reached among the Debtors and the secured creditors to follow a dual path whereby the Debtors will either reorganize via a consensual transaction that would provide for the Debtors to emerge from these chapter 11 proceedings under new ownership by the prepetition secured creditors or sell their assets as a going concern. Under the deal, secured lenders Golden Sachs Group and The TCW Group will take over the business if no buyer emerges. About RTI Holding Company RTI Holding Company, LLC and its affiliates develop, operate and franchise casual dining restaurants in the United States, Guam, and five foreign countries under the Ruby Tuesday brand. The company-owned and operated restaurants (i.e. non-franchise) are concentrated primarily in the Southeast, Northeast, Mid-Atlantic and Midwest regions of the United States. On Oct. 7, 2020, RTI Holding Company and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 20-12456). At the time of the filing, the Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge John T. Dorsey oversees the cases. Pachulski Stang Ziehl & Jones LLP and CR3 Partners LLC serve as the Debtors' legal counsel and financial advisor respectively. Epiq Corporate Restructuring LLC is the claims, noticing and solicitation agent and administrative advisor. On October 26, 2020, the U.S. Trustee for the District of Delaware appointed an official committee of unsecured creditors in the chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP and Cole Schotz P.C. as counsel and FTI Consulting, Inc. as financial advisor. SEADRILL PARTNERS: Taps Sheppard Mullin as Conflicts Counsel ------------------------------------------------------------ Seadrill Partners LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Sheppard Mullin Richter & Hampton, LLP as conflicts counsel. The firm will render these legal services: (a) advise the Debtors regarding their powers and duties in the continued management and operation of their businesses and properties; (b) advise and consult the conduct of these Chapter 11 cases; (c) attend meetings and negotiate with creditors' representatives and other parties-in-interest; (d) take all necessary actions to protect and preserve the Debtors' estates; (e) prepare pleadings in connection with these Chapter 11 cases; (f) represent the Debtors in connection with obtaining authority to continue using cash collateral and post-petition financing; (g) advise the Debtors in connection with any potential sale of assets; (h) appear before the court and any appellate courts to represent the interests of the Debtors' estates; (i) advise the Debtors regarding tax matters; (j) take any necessary action on behalf of the Debtors to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and (k) perform all other necessary legal services for the Debtors in connection with the prosecution of these Chapter 11 cases. Prior to the petition date, Sheppard Mullin received total payments in the amount of $2,893,681.70 for services performed and expenses incurred. As of the petition date, the firm held a retainer in the remaining amount of $1,420,875.30. Sheppard Mullin's current customary hourly rates for 2021 are as follows: Partners $795 - $1,545 Special Counsel/Associates $500 - $1,400 Paraprofessionals $160 - $510 The hourly rate for Justin R. Bernbrock, Esq., the lead partner at Sheppard Mullin representing the Debtors, is $1,150. In addition, the firm will seek reimbursement for expenses. The following information is also provided in response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines: Question: Did you agree to any variation from, or alternatives to, your standard or customary billing arrangements for this engagement? Answer: No. Question: Do any of the professionals included in this engagement vary their rate based on the geographic location of a bankruptcy case? Answer: No. Question: If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed post-petition, explain the difference and the reasons for the difference. Answer: Sheppard Mullin has represented the Conflicts Committee since July 2020. Paragraph 19 herein discloses the ordinary and customary billing rates used by Sheppard Mullin for the prepetition engagement during the preceding 12 months, subject to periodic adjustment that traditionally takes place each January 1. Sheppard Mullin's billing rates and material financial terms with respect to this matter have not changed post-petition. Question: Has your client approved your prospective budget and staffing plan, and, if so, for what budget period? Answer: Yes, the client has approved a preliminary budget and staffing plan for the first interim fee period. Mr. Bernbrock disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Justin R. Bernbrock, Esq. Sheppard, Mullin, Richter & Hampton LLP Three First National Plaza 70 West Madison Street, 48th Floor Chicago, IL 60602 Telephone: (312) 499-6300 Facsimile: (312) 499-6301 Email: jbernbrock@sheppardmullin.com About Seadrill Partners Seadrill Partners LLC (NYSE: SDLP) is a limited liability company formed bydeepwater drilling contractor Seadrill Ltd. (OTCMKTS:SDRLF) to own, operate and acquire offshore drilling rigs. Seadrill Partners was founded in 2012 and is headquartered in London, the United Kingdom. Seadrill Partners, set up as an asset-holding unit, owns four drillships, four semi-submersible rigs and three so-called tender rigs which are all operated by Seadrill Ltd. Seadrill Partners LLC and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on Dec. 1, 2020. Mohsin Y. Meghji, authorized signatory, signed the petitions. Judge Marvin Isgur oversees the cases. Seadrill Partners disclosed $4,579,300,000 in assets and $3,122,300,000 in total debts as of June 30, 2020. Kirkland & Ellis LLP and Kirkland & Ellis International LLP, and Jackson Walker LLP are the Debtors' attorneys. Sheppard Mullin Richter & Hampton, LLP is tapped as conflicts counsel. SPEEDCAST INT'L: Chapter 11 Exit Okayed With Centerbridge as Owner ------------------------------------------------------------------ Steven Church of Bloomberg News reports that SpeedCast International won court permission to exit bankruptcy under the ownership of Centerbridge Partners after the companies struck a deal with Black Diamond Capital Managementto end a weeks-long court battle over how to reorganize the satellite communications company. Under the settlement, Black Diamond will sell most of its SpeedCast interests to Centerbridge, including $263 million in term loan principal for $63.2 million, and a $37.2 million position in a revolving loan for $8.5 million, according to a court filing. Black Diamond will also get a so-called settlement payment that was not made public. About SpeedCast International Headquartered in New South Wales, Australia, SpeedCast International Limited and its affiliates provide remote and offshore satellite communications and information technology services. SpeedCast's fully-managed service is delivered to more than 2,000 customers in 140 countries via a global, multi-access technology, multi-band, and multi-orbit network of more than 80 satellites and an interconnecting global terrestrial network, bolstered by on-the-ground local upport from more than 40 countries. Speedcast services customers in sectors such as commercial maritime, cruise, energy, mining, government, NGOs, enterprise, and media. SpeedCast International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32243) on April 23, 2020. At the time of the filing, the Debtors each had estimated assets of between $500 million and $1 billion and liabilities of the same range. Judge David R. Jones oversees the cases. Speedcast is advised by Weil, Gotshal & Manges LLP as global legal counsel and Herbert Smith Freehills as co-counsel. Michael Healy of FTI Consulting, Inc. is Speedcast's Chief Restructuring Officer, and FTI Consulting, Inc. is Speedcast's financial and operational advisor. Moelis Australia Advisory Pty Ltd and Moelis & Company LLC are Speedcast's investment bankers. KCC is Speedcast's claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Hogan Lovells US, LLP. On August 13, 2020, the Debtor received a $395 million equity commitment from Centerbridge Partners, L.P. and its affiliates, one of its largest lenders. SUPERIOR ENERGY: Emerging From Chapter 11 in Near Future -------------------------------------------------------- Superior Energy Services (OTCQX: SPNX) announced Jan. 19, 2021, that the U.S. Bankruptcy Court for the Southern District of Texas confirmed its Plan of Reorganization, whereby the Company's $1.3 billion in debt would be converted into equity and the company would emerge debt-free. "This confirmation order marks a key milestone in the Company's reorganization process, and we look forward to emerging in the near future with a strengthened capital structure and greatly improved ability to compete," said David Dunlap, President and CEO of Superior. "We are pleased with the results of this hearing, and we thank our employees, customers, lenders and suppliers for helping us to achieve this very favorable outcome." Carolyn Davis of Natural Gas Intelligence recounts that the global oilfield services operator filed for Chapter 11 protection last September 2020, joining scores of other energy firms that succumbed to the devastating impact on demand and spending wrought by Covid-19. Under the Plan, debtholders with 85% of the $1.3 billion in senior unsecured notes had given approval to the plan to receive 100% of the issued equity, according to NGI. About Superior Energy Services Headquartered in Houston, Texas, Superior Energy Services (SPN) serves the drilling, completion and production-related needs of oil and gas companies worldwide through a diversified portfolio of specialized oilfield services and equipment. On the web: htttp://www.superiorenergy.com/ As of June 30, 2020, Superior Energy Services had $1.73 billion in total assets, $222.9 million in total current liabilities, $1.28 billion in long-term debt, $135.7 million in decommissioning liabilities, $54.09 million in operating lease liabilities, $2.53 million in deferred income taxes, $125.74 million in other long-term liabilities, and a total stockholders' deficit of $95.13 million. On Dec. 7, 2020, Superior Energy and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35812) to seek approval of a prepackaged Chapter 11 plan of reorganization. Westervelt T. Ballard, Jr., authorized signatory, signed the petitions. At the time of the filing, Superior Energy disclosed $884,723 in assets and $1,383,151,024 in liabilities. Judge David R. Jones oversees the cases. The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth, LLP as their legal counsel; Ducera Partners, LLC and Johnson Rice & Company, LLC as investment banker and financial advisor; Alvarez & Marsal North America, LLC as restructuring advisor; and Ernst & Young, LLP as tax advisor. Kurtzman Carson Consultants, LLC is the notice, claims and balloting agent. Davis Polk & Wardwell LLP and Porter Hedges LLP serve as legal counsel for an ad hoc group of noteholders. Evercore LLC is the noteholders' financial advisor. FTI Consulting, Inc. serves as financial advisor for the agent for the Debtors' secured asset-based revolving credit facility, with Simpson Thacher & Bartlett LLP acting as legal counsel. TARGA RESOURCE: Moody's Rates New Unsec. Notes Due 2032 'Ba3' ------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Targa Resource Partners LP's (TRP) proposed senior notes due 2032. TRP is wholly owned by Targa Resources Corp. (Targa). Targa and TRP's other ratings and Targa's stable outlook remain unchanged. The notes proceeds are expected to be used to fund a tender offer for TRP's $481 million senior notes due 2025 and to reduce borrowings under Targa's and TRP's revolving credit facilities, and therefore, the transaction will be debt neutral. Assignments: Issuer: Targa Resources Partners LP Senior Unsecured Notes, Assigned Ba3 (LGD4) RATINGS RATIONALE TRP's proposed and existing senior notes are unsecured and the creditors have a subordinated claim to TRP's assets behind the senior secured revolving credit facility and the accounts receivable securitization facility. The Ba3 rating on TRP's unsecured notes, one notch lower than Targa's Ba2 Corporate Family Rating, reflects the substantial amount of priority claim secured debt in the capital structure as well as the likelihood of increased revolver usage. Accordingly, we believe the Ba3 rating is more appropriate than that suggested by the Moody's Loss Given Default methodology. Targa's senior secured credit facility is rated B1 as the debt at Targa is structurally subordinated to all the debts and preferred equity interests at TRP. Targa's credit facility is secured by substantially all of Targa's assets, which are essentially its equity ownership interests in TRP. Targa's Ba2 CFR reflects its scale and EBITDA generation which will remain sizeable despite volatile commodity prices, its track record of strong execution on growth projects, and the meaningful proportion of fee-based margin contribution. Its dividend and capex reductions will increase free cash flow and help reduce debt, which will help stabilize leverage metrics in a period of potentially flat EBITDA due to weaker industry conditions. Targa's material exposure to the gathering and processing business, elevated leverage from partial debt funding of growth project related capex, volatility in commodity prices and volume risk temper the rating. The stable outlook reflects our expectation that Targa's sizeable Permian footprint and debt reduction will allow it to maintain consolidated leverage below 5.5x through challenging business conditions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Targa's rating could be downgraded if consolidated leverage remains above 5.5x. Ratings could be upgraded if Targa's consolidated leverage is sustained below 4.5x, the company continues to maintain healthy dividend coverage, and its business mix becomes less exposed to commodity price risk. Targa Resources Corp., through its wholly-owned subsidiary Targa Resources Partners LP, operates a portfolio of midstream energy assets that includes gathering pipelines, gas processing plants, NGL pipeline, NGL fractionation units, and a marine import/export facility on the Gulf Coast. The principal methodology used in these ratings was Midstream Energy published in December 2018. TD HOLDINGS: Signs $40M Stock Purchase Deal with White Lion ----------------------------------------------------------- TD Holdings, Inc. entered into a common stock purchase agreement with White Lion Capital, LLC, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Investor is committed to purchase up to 15,700,000 shares of the Company common stock, par value $0.001 per share, with an aggregate of $40,000,000 from time to time during a certain commitment period as defined in the Purchase Agreement, at a purchase price of 90% of the lowest daily volume-weighted average price of the Company's Common Stock during a valuation period of three business days prior to the closing of each Purchase Notice received by the Investor. Univest Securities, LLC acts as placement agent for the placement of Purchase Notice Shares to be offered by the Company during the Commitment Period to the Investor under a Placement Agency Agreement, dated Jan. 6, 2021. Pursuant to the terms of the Placement Agency Agreement, the placement agent agreed to use its reasonable best efforts to arrange the sale of the Company's Purchase Notice Shares. The Company has agreed to issue 75,000 shares of Common Stock to the Investor in consideration for entering into the Purchase Agreement and 25,000 shares of Common Stock to Univest Securities, LLC as initial consideration for the placement and sale of the Company's Common Stock. Under the Purchase Agreement, on any trading day with closing price of Common Stock is greater than or equal to $1.20, the Company has the right, but not the obligation, to present the Investor with a purchase notice, directing the Investor (as principal) to purchase up to certain amount shares of Common Stock. The maximum number of Common Stocks to be sold under each Purchase Notice shall be determined by the lesser of 200% of the average daily trading volume, as defined in the Purchase Agreement, or $1.0 million divided by the highest closing price of Common Stock over the most recent five business days including the date of the Purchase Notice. The maximum amount of the Investor's committed obligation to purchase under each Purchase Notice shall not exceed $1.0 million, unless waived by the Investor. Notwithstanding the foregoing, the Investor may waive the limit on the purchase notice as described above at any time to purchase additional shares under a Purchase Notice, subject to the conditions and limitations set forth in the Purchase Agreement. The closing of each Purchase Notice shall occur on the second business day after the Investor delivers deposit to the Escrow Agent any remaining balance of the applicable investment amount and instructions to disburse immediately available funds from the escrow account. In the event that the Purchase Price is lower than $1.20, the Investor is not obligated to purchase all shares of Common Stock referenced in applicable Purchase Notice and may, in its sole discretion, deliver an amount up to a certain purchase notice amount to the Company. In the event that the investment amount of a Purchase Notice exceeds $1.0 million but is less than $1,300,000, the Investor shall waive the investment limit for that applicable Purchase Notice. In the event that the investment of a Purchase Notice exceeds $1,300,000, the Investor's investment amount shall be $1,300,000 for that applicable Purchase Notice, unless waived by the Investor in writing. The Investor shall return any balance of unsold shares referenced in applicable purchase notice to the Company on the closing date of applicable Purchase Notice. Upon the Company's objection to the release of funds from the escrow account, the Investor shall inform the Escrow Agent that the instructions are withdrawn and that funds shall be returned to Investor until new instructions are delivered. The Company may deliver multiple Purchase Notices to the Investor from time to time during the Commitment Period, so long as the most recent purchase has been completed. The Commitment Period starts on the date of the Purchase Agreement and shall terminate on the earlier of (i) the date on which the Investor shall have purchased shares equal to the Commitment Amount, (ii) Dec. 31, 2021, (iii) the date on which the Investor shall have purchase 15,700,000 shares or (iv) written notice of termination by the Company to the Investor upon a material breach of the Purchase Agreement by Investor. On Jan. 19, 2021, the Company entered into an escrow agreement with the Investor, Univest, and Wilmington Trust, N.A. to establish an escrow account with the Escrow Agent in connection with the transaction contemplated by the Purchase Agreement. The deposit funds to be made by the Investor shall not be released by the Escrow Agent unless the Escrow Agent receives a joint written instruction issued by the Investor, Univest, and the Company. All funds deposited to the escrow account by the Investor shall remain the property of Investor and shall not be subject to any lien or charge by Escrow Agent or by judgment or creditors' claims against the Company until released or eligible to be released to Company in accordance to the Escrow Agreement. About TD Holdings Headquartered in Beijing, People's Republic of China, TD Holdings, Inc., (formerly known as Bat Group, Inc.) operates a luxurious car leasing business as well as a commodities trading business operating in China. For the year ended Dec. 31, 2019, the Company incurred net loss from continuing operations of approximately $6.94 million, and reported cash outflows of approximately $2.17 million from operating activities. The Company said these factors caused concern as to its liquidity as of Dec. 31, 2019. TECHNICAL COMMUNICATIONS: To be Delisted from Nasdaq ---------------------------------------------------- Technical Communications Corporation received a delisting determination letter on Jan. 14, 2021, from the Listing Qualifications department of the Nasdaq Stock Market, notifying the Company that because the Company had informed Nasdaq it would be unable to provide a plan to regain compliance with Listing Rule 5550(b) within the required timeframe, trading of the Company's common stock will be suspended at the opening of business on Jan. 25, 2021. Nasdaq also indicated it will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Company's securities from listing and registration on the exchange. Previously on Dec. 31, 2020, the Company received notice from Nasdaq that because the Company failed to maintain a minimum of $500,000 in net income from continuing operations in the most recently completed fiscal year, or two of the last three fiscal years, and since the Company did not meet the alternatives of market value of listed securities or stockholders' equity, the Company no longer complied with Listing Rule 5550(b) for continued listing. The Company subsequently determined it would be unable to regain compliance with the Rule within the specified timeframe and informed Nasdaq on Jan. 13, 2021 that it would not be submitting a compliance plan. About Technical Communications Concord, Massachusetts-based Technical Communications Corporation -- http://www.tccsecure.com-- specializes in secure communications systems and customized solutions to protect highly sensitive voice, data and video transmitted over a wide range of networks, serving government entities, military agencies, and corporate enterprises. Technical Communications reported a net loss of $910,650 for the year ended Sept. 26, 2020. Stowe & Degon LLC, in Westborough, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Dec. 28, 2020, citing that the Company has an accumulated deficit, has suffered significant net losses and negative cash flows from operations and has limited working capital that raises substantial doubt about its ability to continue as a going concern. THOMAS FUCHS: Seeks Approval to Hire Accountant ----------------------------------------------- Thomas Fuchs Creative, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Carin Sorvik, a certified public accountant at Newpoint Advisors Corporation. The Debtor needs to hire an accountant to prepare monthly operating reports, assist with bookkeeping, tax planning and preparation, and work on financial projections to support the Debtor's plan of reorganization. The Debtor's principals have agreed to pay the accountant and the firm a post-petition retainer of $2,500 for representation in this proceeding. Ms. Sorvik disclosed in court filings that she and her firm are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. The accountant can be reached at: Carin Sorvik, CPA Newpoint Advisors Corporation 1320 Tower Road Schaumburg, IL 60173 Telephone: (800) 306-1250 Facsimile: (702) 543-3881 About Thomas Fuchs Creative Thomas Fuchs Creative, LLC filed voluntary petitions for relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-23669) on Dec. 16, 2020. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $500,001 and $1 million. Judge Robert A. Mark presides over the case. The Debtor tapped Hoffman, Larin & Agnetti, PA as its legal counsel and Carin Sorvik at Newpoint Advisors Corporation as accountant. TUMBLEWEED TINY: Unsecureds to Get Share of Net Profits for 5 Years ------------------------------------------------------------------- Tumbleweed Tiny House Company, Inc., filed a First Amended Plan of Reorganization and a corresponding Disclosure Statement on Jan. 15, 2021. The Debtor said it intends to restructure debt it incurred in connection with an investor that purportedly intended to assist the Debtor to expand operations during the year 2019. The deal ultimately failed after the investor withdrew support for the expansion project. As a result, it was forced to liquidate the tiny houses it had completed -- using borrowed funds -- in anticipation of the expansion. The Debtor was left with a disproportionate amount of debt for a business of its size. After the marketplace became more competitive and the Debtor became unable to service its large debt load, the Debtor sought chapter 11 protection. During the pendency of this case, the Debtor has streamlined operations and reduced its average monthly expenses and overhead. The Debtor obtained Bankruptcy Court authority and sold three out of its four delivery trucks, thereby eliminating the monthly car payments for the three trucks sold. The Debtor also entered into cash collateral agreements with its main secured creditors and has been making interest-only payments to the secured creditors during this case. The Debtor also cured its arrearage with its landlord during the pendency of this case. The Debtor's motion to assume its real property lease with its landlord was approved by the Bankruptcy Court on July 29, 2020. While the Debtor's sales and income temporarily decreased during the pendency of the case as a result of the COVID 19 pandemic, sales are now returning to normal levels and production has ramped back up to full capacity. Under the Plan, Class 10 is comprised of creditors with or asserting Unsecured Claims against the Debtor, including any allowed penalty Claims held by any taxing authority which are not related to actual pecuniary loss. Allowed Class 10 Claims shall receive their pro rata share of the Net Profits Fund. Distributions from the Net Profits Fund shall continue for five years following the Effective Date. Distributions to Class 10 claimants shall not exceed the amount of the Allowed Unsecured Claim plus interest calculated at 2.5% per annum. Distributions to the Allowed Class 10 claimants will be made annually on the anniversary of the Effective Date and shall begin in 2022. The Debtor seeks to retain 65% of the net profits to reinvest such amounts into the Debtor's business in order to improve the company and expand operations. The Debtor hopes that doing so early in the reorganization will increase net profits going forward. Traditionally, the Debtor's business has been undercapitalized and the Debtor seeks to hold enough cash in reserve to fund operations for several months in the event of another downturn in sales. On the Effective Date, the shareholders of the Debtor will retain their equity interests. Payments and distributions under the Plan will be funded by the Debtor's operations, a previously approved debtor-in-possession loan, and/or capital contributions or additional loans. A full-text copy of the First Amended Plan of Reorganization dated Jan. 15, 2021, is available at https://bit.ly/2Y0yirs from PacerMonitor.com at no charge. Attorneys for the Debtor: WADSWORTH GARBER WARNER CONRARDY, P.C. David V. Wadsworth, #32066 David J. Warner, #38708 2580 W. Main St., Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 About Tumbleweed Tiny House Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house RVs, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Kimberley H. Tyson oversees the case. Wadsworth Garber Warner Conrardy, P.C. is the Debtor's legal counsel. The Debtor tapped Stockman Kast Ryan + Company as its accountant. UM-BELLA LLC: Granted Use of Cash Collateral -------------------------------------------- Judge Roberta A. Colton of the U.S. Bankruptcy Court of the Middle District of Florida, Jacksonville Division, has authorized Um-Bella, LLC to use cash collateral until further Court order. The Debtor is authorized to use cash collateral to pay: (a) amounts expressly authorized by the Court, including payments to the US Trustee for quarterly fees; (b) the current and necessary expenses set forth in the budget, plus an amount not to exceed 10% for each line item; and (c) additional amounts as may be expressly approved in writing by Direct Capital a division of CIT Bank, N.A. Each creditor with a security interest in cash collateral will have a perfected post-petition lien against cash collateral to the same extent and with the same validity and priority as the prepetition lien, without the need to file or execute any document as may otherwise be required under applicable non bankruptcy law. The Debtor is required to maintain insurance coverage for its property in accordance with the obligations under the loan and security documents with the Secured Creditor. A copy of the order and the Debtor's budget is available at https://bit.ly/3sHYaXb from PacerMonitor.com. About Um-Bella, LLC Um-Bella, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03543) on Dec. 14, 2020, listing under $1 million in both assets and liabilities. Um-Bella's case is jointly administered with the Chapter 11 case of Rene Arriaga and Florence Perez-Arriaga (Bankr. M.D. Fla. Case No. 20-03542) commenced on December 14, 2020. The Arriaga case serves as the lead case. Judge Roberta A. Colton oversees the cases. Richard A. Perry, P.A. represents the Debtors as counsel. UNITI GROUP: Moody's Gives Caa2 Rating on New $750MM Unsec. Notes ----------------------------------------------------------------- Moody's Investors Service has assigned a Caa2 to Uniti Group Inc.'s proposed $750 million senior unsecured notes due 2029 (Unsecured Notes) which will be issued by Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC. The Caa2 rating is in line with existing unsecured debt. Uniti operates through a customary up-REIT structure under which it holds its assets through Uniti Group LP, a partnership that Uniti controls as general partner; Uniti Group Finance 2019 Inc. and CSL Capital, LLC are subsidiaries of Uniti Group LP. The net proceeds from the sale of the Unsecured Notes will be used to fund the purchase of up to $750 million aggregate purchase amount of the company's 8.25% senior notes due 2023 in a tender offer which expires on February 16, 2021. All other ratings including Uniti's B3 corporate family rating and stable outlook are unchanged. Uniti Group LP does not have an assigned outlook. Rating Assignments: Co-Issuers: Uniti Group LP, Uniti Group Finance 2019 Inc., CSL Capital LLC Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD5) RATINGS RATIONALE Uniti's B3 corporate family rating reflects the stronger linkage between Uniti's credit profile and Windstream's following Windstream's recent bankruptcy exit. Windstream is Uniti's largest tenant and the source of about 64% of its revenue and a greater percentage of EBITDA. Windstream's post-bankruptcy reduction of more than $4 billion of funded debt improves its financial flexibility and improves the certainty of future cash flows to Uniti. Under renegotiated master lease agreements with post-bankruptcy Windstream which are now in effect, Uniti retains the same annual lease payment it has continued to receive throughout Windstream's bankruptcy and under the original master lease agreement's payment terms. Uniti also benefits from strengthened lease terms, including the addition of guarantees from subsidiaries of Windstream. In return, Uniti is also now contractually committed to providing up to $1.75 billion of growth capital investment reimbursements, subject to project identification and meeting certain underwriting standards, to Windstream through 2030, the expiration year of the master lease agreements. While Moody's expect Uniti to earn a market or near-market yield on its funding of these leasehold improvements, Windstream's successful execution of its business improvement plan and market share growth objectives will also largely determine Uniti's credit trajectory. Moody's believes the contractual nature of this post-bankruptcy arrangement more firmly links Uniti's credit profile to that of Windstream's credit profile than the linkage that existed between the two companies before Windstream's 2019 bankruptcy. While Windstream will need to be in compliance with certain financial covenants for Uniti to be obligated to annually fund the GCI reimbursements to Windstream, Uniti's investments in fiber and fiber related assets will aid and enable Windstream to better focus on accelerating fiber investments into residential portions of the copper-based network under the lease. The degree of linkage between Uniti's credit profile and Windstream will only meaningfully diverge when Uniti significantly diversifies its sources of revenue and EBITDA. Post Windstream's bankruptcy emergence, the innovative bifurcation of Uniti's pre-bankruptcy master lease agreement with Windstream into a consumer ILEC network lease and a CLEC network lease could facilitate the potential future sale of either of these two Windstream businesses focused on different end markets, which would advance Uniti's lessee and revenue diversification objectives. The renegotiated leases are cross-guaranteed and cross-defaulted unless Windstream ceases to be the tenant. Under terms of a broader settlement with Windstream, Uniti will also pay approximately $490 million to Windstream under a cash settlement assuming quarterly installments over five years. Moody's treats this as an amortizing litigation-related liability and has added the $490 million to Moody's adjusted debt calculation; Moody's adjusted EBITDA calculation is not affected. Uniti's need to meet future GCI reimbursements under renegotiated terms of its master lease agreements with Windstream, its minimum dividend required to maintain REIT status and currently high leverage constrain the company's rating. Moody's expectation for debt/EBITDA (Moody's adjusted) of approximately 6.6x at year-end 2021 reflects the likely funding of cash flow deficits with more debt than equity in 2021. Uniti's stable and predictable revenue and its high margins are supportive of higher leverage tolerance. Moody's estimates slightly lower debt/EBITDA (Moody's adjusted) in 2022 as the company delivers steady EBITDA improvement and is expected to employ more balanced external debt funding for organic growth and capital spending obligations. Uniti's acquisitions of fiber networks in recent years have aided nominal revenue diversification, and lease-up opportunities remain a viable means for increasing cash flow generation without additional capital spending. The company's June 2020 sale of tower assets and July 2020 sale of its Midwest fiber network assets boosted liquidity and highlight a streamlined and selective focus on core leasing and fiber businesses. However, Uniti's access to capital and cost of capital are critical inputs to its ability to sustain more significant future growth beyond its existing asset profile. Moody's views Uniti's liquidity as adequate. The company had $196 million in cash and pro forma $370 million of borrowing availability under its $500 million revolving credit facility (upsized and extended to December 2024 on December 10, 2020) at September 30, 2020. Negative free cash flow is expected in 2020 and 2021 as a result of Uniti's dividend payout, steady but high capital intensity and GCI reimbursements to Windstream. The company is expected to have capital spending (Moody's adjusted) of $359 million in 2021 and $368 million in 2022, which includes annual GCI reimbursements Uniti is committed to advancing to Windstream through 2030. Moody's expects the company will draw on its revolver to help fund its capital spending with expected later refinancing from a combination of capital raised in the both the debt and equity markets when appropriate and consistent with stated financial policy. The stable outlook reflects Moody's expectations over the next 12-18 months for marginal increases in recurring revenue, stable EBITDA margin trends and consistent capital intensity including GCI reimbursements to Windstream. An expectation for stable to slightly declining debt leverage (Moody's adjusted) and liquidity to support manageable cash flow deficits further support the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Given Uniti's revenue and EBITDA concentration with Windstream and dependency on Windstream's sustained execution of its business improvement plan and share growth strategy, an upgrade is unlikely in the near term. Over the medium term, the ratings could be subject to upward pressure if (i) Windstream's credit profile improves, (ii) Uniti diversifies its revenue base such that its master lease agreements with Windstream comprise a substantially lower percentage of its revenue and EBITDA and (iii) Uniti demonstrates improving leverage and cash flow metrics. Moody's could lower Uniti's ratings if leverage were sustained above 6.5x or if there is credit profile weakening at Windstream or if the company's liquidity deteriorates. The principal methodology used in this rating was Communications Infrastructure Industry published in September 2017. Uniti Group Inc. is a publicly traded, real estate investment trust that was spun off from Windstream Holdings, Inc. in April of 2015. The majority of Uniti's assets are comprised of a physical distribution network of copper, fiber optic cables, utility poles and real estate which are under long term, exclusive master lease to Windstream. Over time, Uniti has acquired additional fiber assets that it operates as a standalone carrier, serving enterprise and communications customers. UNITI GROUP: Units Begin Cash Tender Offer for 8.25% Senior Notes ----------------------------------------------------------------- Uniti Group Inc.'s subsidiaries, Uniti Group LP, Uniti Group Finance 2019 Inc. and CSL Capital, LLC have commenced a tender offer to purchase for cash, subject to certain terms and conditions, up to $750 million aggregate purchase price of the Issuers' outstanding 8.25% Senior Notes due 2023. In connection with the Offer, they also commenced the solicitation of consents of holders with respect to the Notes to certain proposed amendments to the indenture for the Notes described in the Statement. The Proposed Amendments will, if adopted, among other things, eliminate substantially all of the restrictive covenants and certain events of default in the indenture. Effectiveness of the Proposed Amendments is subject to certain conditions described in the Statement, including receipt of the requisite number of Consents and the condition that no Notes validly tendered and not validly withdrawn in the Offer are subject to proration. The Offer expires on the Expiration Date, which is currently expected to occur at 11:59 p.m., New York City time, on Feb. 16, 2021, unless extended, earlier expired or terminated by the Company in its sole discretion, and, in the case of extension of the Expiration Date, will be such date to which the Expiration Date is extended. Tenders of Notes submitted after the Expiration Date will not be valid. Each of the Offer and the Consent Solicitation is being made on the terms and conditions contained in an Offer to Statement and Consent Solicitation Statement dated Jan. 19, 2021. Tendered Notes may be withdrawn and Consents delivered may be revoked at or prior to 5:00 p.m., New York City time, on Feb. 1, 2021 (such time and date, as the same may be extended by the Company in its sole discretion), but may not thereafter be validly withdrawn or revoked, except as provided in the Statement or required by applicable law. Holders of Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on Feb. 1, 2021 and accepted for purchase pursuant to the Offer will receive the Tender Consideration plus the early tender premium, subject to the terms and conditions of the Offer. Holders of Notes validly tendered and not validly withdrawn after the Early Tender Deadline but before the Expiration Date and accepted for purchase pursuant to the Offer will receive the Tender Consideration, but not the Early Tender Premium. The Company reserves the right to, but are under no obligation to, at any time after the Early Tender Deadline and before the Expiration Date, accept for purchase Notes that have been validly tendered and not validly withdrawn at or prior to the Early Tender Deadline on a date determined at our option. The Company currently expects the Early Settlement Date, if any, to occur on Feb. 2, 2021. If purchasing all of the validly tendered and not validly withdrawn Notes would cause the Aggregate Maximum Tender Cap to be exceeded, the Company will accept Notes on a pro rata basis so as to not exceed the Aggregate Maximum Tender Cap, subject to the conditions for the Offer. Furthermore, if the Aggregate Maximum Tender Cap is reached or exceeded at or prior to the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase unless the Company increases the Aggregate Maximum Tender Cap in our sole discretion. Provided that the conditions to the Offer for the Notes have been satisfied or waived by the Company, all Holders whose Notes are accepted for purchase by the Issuers will receive payment of (i) the Total Consideration or the Tender Consideration, and (ii) the accrued and unpaid interest up to, but not including, the Settlement Date for the Offer. The Final Settlement Date is expected to occur promptly following the Expiration Date, and is currently expected to occur on Feb. 18, 2021. The Issuers' obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to the Offer is subject to the conditions described in the Statement, including the Financing Condition. The satisfaction of this condition requires the receipt by the Issuers prior to the Expiration Date (or Early Settlement Date, if we elect to have an early settlement), on terms satisfactory to it in its sole discretion, of a minimum of $750.0 million in gross proceeds from a concurrent debt financing. The Issuers may, but are under no obligation, to increase the Aggregate Maximum Tender Cap based on the proceeds the Company receives from the sale of the Debt Financing. Withdrawal rights would not be extended in those circumstances. However, the Offer is not conditioned on any minimum amount of Notes being tendered or the receipt of requisite Consents to adopt the Proposed Amendments. The Offer may be amended, extended or terminated individually by the Company in its sole discretion. In connection with the Offer and Consent Solicitation, Citigroup Global Markets Inc. is acting as the dealer manager for the Offer and solicitation agent for the Consent Solicitation. Global Bondholder Services Corporation is serving as the information and tender agent. Requests for assistance or copies of the Statement or any other documents related to the Offer and Consent Solicitation may be directed to the Information and Tender Agent at (866) 924-2200 or contact@gbsc-usa.com. Questions or requests for assistance in relation to the Offer and Consent Solicitation may be directed to the Dealer Manager and Solicitation Agent at (212) 723-6106 (collect) or (800) 558-3745 (toll-free). The Offer is not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Issuer by the Dealer Manager and Solicitation Agent, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. About Uniti Headquartered in Little Rock, Arkansas, Uniti -- http://www.uniti.com-- is an internally managed real estate investment trust. It is engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. As of Sept. 30, 2020, Uniti owns 6.7 million fiber strand miles and other communications real estate throughout the United States. PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 12, 2020, citing that the Company's most significant customer, Windstream Holdings, Inc., which accounts for approximately 65.0% of consolidated total revenues for the year ended Dec. 31, 2019, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and uncertainties surrounding potential impacts to the Company resulting from Windstream Holdings, Inc.'s bankruptcy filing raise substantial doubt about the Company's ability to continue as a going concern. As of Sept. 30, 2020, the Company had $4.83 billion in total assets, $6.83 billion in total liabilities, and a total shareholders' deficit of $1.99 billion. * * * Also in March 2020, S&P Global Ratings placed all ratings on U.S. telecom REIT Uniti Group Inc., including the 'CCC-' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement follows the company's announcement it reached an agreement in principle with its largest tenant Windstream Holdings Inc. to resolve all legal claims it asserted against Uniti in the context of Windstream's bankruptcy proceedings. USA GYMNASTICS: Searches for New Legal Chief as Counsel Steps Down ------------------------------------------------------------------ Brian Baxter of Bloomberg Law reports that USA Gymnastics is in the market for some new legal help after its only in-house lawyer headed for the exit, a move that came some two years after the group filed for bankruptcy in the face of mounting sexual abuse claims. Mark Busby recently vacated his role as safety and compliance counsel, USAG confirmed to Bloomberg Law. The Indianapolis-based nonprofit, which serves as the U.S. governing body for the sport, is currently looking to fill that position and hire a chief legal officer. USAG declared insolvency in December 2018 as it struggled with a spate of lawsuits from gymnasts. About USA Gymnastics USA Gymnastics -- https://www.usagym.org/ -- is a not-for-profit organization incorporated in Texas. Based in Indianapolis, Ind., USAG's organization encompasses six disciplines: women's gymnastics, men's gymnastics, trampoline and tumbling, rhythmic gymnastics, acrobatic gymnastics, and group gymnastics. USAG provides educational opportunities for coaches and judges as well as gymnastics club owners and administrators, and sanctions approximately 4,000 competitions and events throughout the United States annually. More than 200,000 athletes, professionals and clubs are members of USAG. USAG sets the rules and policies that govern the sport of gymnastics in the United States, including selecting and training gymnastics teams for the Olympics and World Championships. As of the petition date, USAG employs 53 individuals, nearly all of whom work for USAG full-time. USAG sought Chapter 11 protection (Bankr. S.D. Ind. Case No. 18-09108) on Dec. 5, 2018. It was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The petition was signed by James Scott Shollenbarger, chief financial officer. The Hon. Robyn L. Moberly is the case judge. USAG tapped Jenner & Block LLP as counsel; Hilder & Associates, P.C. and Krieg DeVault LLP as ordinary course counsel; Alfers GC Consulting, LLC and Scramble Systems, LLC as business consulting services providers; and OMNI Management Group, Inc. as claims agent. V GARGUILO ENTERPRISES: Feb. 11 Hearing on 100% Plan Set -------------------------------------------------------- V Garguilo Enterprises LLC filed with the U.S. Bankruptcy Court for the Middle District of Florida, Tampa Division, a Disclosure Statement. On Jan. 15, 2021, Judge Catherine Peek McEwen conditionally approved the Disclosure Statement and ordered that: * Feb. 11, 2021 at 1:30 p.m. in Tampa, FL − Courtroom 8B, Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is the hearing on confirmation of the Plan. * Feb. 9, 2021 is fixed as the last day for parties in interest to submit their written ballot accepting or rejecting the Plan. * Feb. 9, 2021 is fixed as the last day to file objections to confirmation. * The Plan Proponent will file a ballot tabulation no later than 24 hours prior to the time set for the Confirmation Hearing. The Debtor on Nov. 12, 2020, filed a Plan and Disclosure Statement that provide that all allowed claims are paid 100%. The Debtors' proposed Plan provides for the continued management of the Debtors' financial affairs. The Debtor's Plan will be funded by the current and future income earned by the Debtors through their rental properties. Steps will be taken to reduce overhead and expenses in order to effectuate repayment of the creditors in accordance with the Plan. The cost of distributing the Plan and this Disclosure Statement, as well as the cost, if any, of soliciting acceptances will be paid by Debtor. In addition, the Debtor has retained the services of Kevin Comerof St. Petersburg, Florida, in the connection with the preparation of the Plan. Payment of fees, however, is contingent on approval by the Bankruptcy Court after notice is given to all creditors and other interested parties. A copy of the Disclosure Statement dated Nov. 12, 2020, is available at https://bit.ly/39XwzbS A full-text copy of the order entered Jan. 15, 2021, is available at https://bit.ly/2Y4cU4x from PacerMonitor.com at no charge. About V Garguilo Enterprises V Garguilo Enterprises, LLC, operates a bar, Vinnie's Bar, in Largo, FL., which opened in January 2020. It was closed due to the Covid-19 pandemic in March 2020 and operated at reduced capacity upon reopening in May 2020. V Garguilo Enterprises, LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 20-05379) on July 15, 2020. At the time of the filing, Debtor disclosed assets of between $100,001 and $500,000 and liabilities of the same range. Judge Catherine Peek Mcewen oversees the case. Debtor is represented by Comer Law Firm. VIDEOTRON LTEE: Moody's Rates New C$500MM Sr. Unsec. Notes 'Ba1' ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to Videotron Ltee's proposed C$500 million senior unsecured notes due in 2031. Videotron is a wholly-owned operating subsidiary of Quebecor Media, Inc. (QMI). The Ba1 ratings on Videotron's existing senior unsecured notes as well as QMI's Ba1 corporate family rating, Ba1-PD probability of default rating, Ba2 ratings on its senior unsecured notes, SGL-1 speculative grade liquidity rating, and the positive outlooks on QMI and Videotron remain unchanged. The notes have the potential to be upsized and the company plans to use the net proceeds for general corporate purposes, including the repayment of debt. Rating Assigned: Issuer: Videotron Ltee Senior Unsecured Notes, Ba1 (LGD3) RATINGS RATIONALE QMI's Ba1 CFR benefits from: a strong business profile supported by its position as the largest cable operator in Quebec, supplemented with a growing wireless business and a self-contained French language media franchise; healthy margins (adjusted EBITDA margin around 45%), which is one of the highest among peers; a regulatory framework that provides Videotron with advantageous bidding conditions for wireless spectrum auctions, favored facilities-based competition in the past and restricts foreign ownership; rational, oligopolistic competition; and moderate growth expectations post coronavirus pandemic and leverage (adjusted Debt/EBITDA) that will be sustained below 3x in the next 12 to 18 months (2.9x for LTM Q3/2020). The rating is constrained by: the company's lack of clarity over its long term capital structure target; execution risks as it manages ongoing pressure in its wireline/cable business while it simultaneously expands wireless capabilities; ongoing need for network investments; small scale relative to peers; and limited geographic diversity given its primarily Quebec-based footprint. QMI has very good liquidity (SGL-1). Sources approximate C$2.7 billion while the company and its Videotron operating subsidiary have no mandatory debt maturities in the next four quarters. Liquidity is supported by full revolver availability of C$1.8 billion, expected free cash flow of about C$350 million in the next four quarters and around C$535 million of cash, including the proceeds from the new unsecured notes issuance. Videotron has a C$1.5 billion revolving credit facility that matures in July 2023 while QMI has a C$300 million revolving credit facility that matures in July 2022. Financial covenants for the revolving credit facilities are not publicly disclosed but are not expected to be problematic over the next four quarters (over 40% cushion). QMI has limited ability to generate liquidity from asset sales. The positive outlook reflects expectations that the company will manage pressures in its wireline business well and grow its wireless business while continuing with its deleveraging path through the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING For an upgrade to Baa3 to be considered, the company must: publicly articulate a commitment to an investment grade rating through a conservative capital structure; diversify its cash flow with wireless contributing more than 25% of consolidated EBITDA (around 20% for LTM Q3/2020); sustain leverage below 3.25x (2.9x for LTM Q3/2020); and sustain FCF/TD towards 10% (9% for LTM Q3/2020). The rating could be downgraded to Ba2 if: cable/wireline revenue should decline at an accelerated pace (currently around 1% growth); leverage is sustained above 3.75x (2.9x for LTM Q3/2020); FCF/TD is negative for an extended period (9% for LTM Q3/2020). QMI's social risk is elevated. The coronavirus pandemic is a social risk given the substantial implications for public health and safety. Because of the pandemic, QMI lost revenue on roaming, long distance, data overage fees and temporary closure of its retail stores in 2020 and we expect its results to be impacted in 2021. Cyber breach is another social risk. Given the private and personal data QMI handles, a cyber breach could cause legal, regulatory or reputation issues and increased operational costs. QMI's governance risk is moderate in relation to its financial policy. The company's dividend payment relative to operating cash flow of 13% compares very well to those of its main investment grade Canadian peers (each greater than 20%). Also, the company has been reducing it leverage over time. The company is family-controlled as the Peladeau family has 74% voting power with a 28% equity interest. The principal methodology used in this rating was Telecommunications Service Providers published in January 2017. VIZIV TECHNOLOGIES: Seeks to Hire King & Fisher as Special Counsel ------------------------------------------------------------------ Viziv Technologies, LLC seeks approval from the U.S Bankruptcy Court for the Northern District of Texas to employ King & Fisher Law Group, PLLC as special counsel. The firm's services will include: (a) advising the Debtor regarding intellectual-property matters, including preserving trade secrets and other intellectual property; (b) advising the Debtor on agreements that arise in its business concerning intellectual property, including non-disclosure agreements, licensing and transfers of rights; and (c) assisting the Debtor in addressing intellectual property matters that may be presented in any plan of reorganization or disposition of assets. King & Fisher will be paid within the range of $495 to $525 per hour. Chad King, Esq., managing member of King & Fisher, disclosed in court filings that his firm is a "disinterested" person within the meaning of Section 101(14) of the bankruptcy code. The firm can be reached through: Chad W. King, Esq. King & Fisher Law Group, PLLC Galleria Towers 13155 Noel Road, Suite 900 Dallas, Texas 75240 Phone: (214)396-6260 Email: chad.king@king-fi sher.com About Viziv Technologies Viziv Technologies, LLC is an electronics company that specialized in the field of electromagnetic surface waves. On Oct 7, 2020, creditors Surface Energy Partners LP, Kendol C. Everroad and Jamison Partners, LP filed an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-32554) against Viziv Technologies. The creditors are represented by Kenneth Stohner Jr., Esq., at Jackson Walker, LLP. Judge Stacey G. Jernigan oversees the case. Cavazos Hendricks Poirot, PC is the Debtor's bankruptcy counsel. The Debtor tapped Allred & Wilcox, PLLC, The Beckham Group and King & Fisher Law Group, PLLC as special counsel. WC HIRSHFELD: Fine-Tunes Plan; Sees Uptick in Leasing/Financing --------------------------------------------------------------- Debtors WC Hirshfeld Moore, LLC, WC 103 East Fifth, LLC, WC 320 Congress, LLC, WC 422 Congress, LLC, WC 805-809 East Sixth, LLC, WC 901 East Cesar Chavez, LLC, WC 1212 East Sixth, LLC, and WC 9005 Mountain Ridge, LLC filed an Amended Joint Amended Plan of Reorganization and an Amended Disclosure Statement on January 15, 2021. The Amended Disclosure Statement discusses the $8 million of equity contribution of the Debtors to acquire the Properties and used the loan(s) to finance the balance of the purchase price of the following properties throughout Austin (each a "Property" and collectively, the "Properties"). At the time the Debtors purchased the Properties, the appraised value of the Properties was, per appraisals commissioned by Lender, in the aggregate, approximately $57.68 million. In December 2020, Debtors obtained appraisals of the Properties and the appraised values of the Properties as of December 15, 2020, in the aggregate, was $58,650,000 and the Properties are now worth at least $18 million more than the current principal balance owed under the Note; there is substantial equity in the Properties. The Amended Disclosure Statement relates that COVID-19 has and continues to impede the ability of interested parties to communicate both within their organizations and with any outside necessary parties. Moreover, this mass sheltering in place has restricted mobility and ordinary course activities to a point where business fundamentals have been substantially affected. Despite these issues, Debtors have seen an uptick in interest in leasing and/or financing the Properties in the six (6) to eight (8) weeks preceding the filing of this Amended Disclosure Statement. The 103 & 105 E. Fifth Street has been fully renovated from a former bar and nightclub to a creative office and is available for immediate occupancy. Debtor WC 103 East Fifth, LLC expects to lease this property, which is in the highly desirable downtown Austin Central Business District submarket on or before March 31, 2021. Upon executing the lease(s), Debtor 105 E. Fifth, LLC will refinance the property with a long term lender on or before June 30, 2021. Debtor is marketing the available space for lease and showings have become more frequentsince the start of 2021. Debtor is discussing grouping 103 & 105 E. Fifth Street with 320 Congress Avenue and 422 Congress Avenue in a potential refinancing since the three properties share a similar business plan and are located within two blocks of each other. The 320 Congress Avenue has been fully renovated and Debtor WC 320 Congress, LLC has leased 100% of the ground floor retailspace, including the AustinDEEP tenant space. Debtor WC 320 Congress, LLC expects to lease the 2nd floor space on or before March 31, 2021. Upon execution of the lease for the remaining space, Debtor WC 320 Congress, LLC will refinance the property with a long-termlender on or before June 30, 2021. Debtor has an LOI being finalized with the tech tenant for the 2nd floor space. Upon execution of this lease, the property will be 100% leased. Debtor is discussing grouping 320 Congress Avenue with 103 & 105 E. Fifth Street and 422 Congress Avenue in a potential refinancing since the three properties share a similar business plan and are located within two blocks of each other. The 422 Congress Avenue has been fully renovated from a former nightclub space to retail/office space ready for immediate occupancy. The entire second floor space is leased to Burnpile, Inc. and Debtor WC 422 Congress Avenue, LLC is finalizing a longterm lease extension with the tenant. Debtor WC Congress Avenue, LLC expects to lease the remaining spaces prior on or before June 30, 2021. Upon executing this last lease for the remaining space, Debtor will be refinancing the property with a long-term lender on or before June 30, 2021. Debtor has procured an LOI with a tenant to lease the entire 3rd floor of 422 Congress Avenue and is working to finalize a lease. Debtor is marketing the other available space for lease and showings have increased in frequency since the start of 2021. Debtor is discussing grouping 422 Congress Avenue with 320 Congress Avenue and 103 & 105 E. Fifth Street in a potential refinancing since the three properties share a similar business plan and are located within two blocks of each other. Debtor WC 805-809 East Sixth, LLC is in active negotiations on a sale of 805-809 East 6th Street property and expects to have a purchase and sales agreement finalized within weeks. The contemplated sales price is $3 million. Debtor WC 901 East Cesar Chavez, LLC is in active negotiations on a sale of 901 East Cesar Chavez Street property and expects to have an agreement finalized before December 31, 2020. The potential buyer is a group that certain affiliates of Debtor WC 901 East Cesar Chavez, LLC have recently transacted with on similar type properties. Debtor WC 1212 East Sixth Street expectsto lease the 1212 East 6th Street property, which is located in the highly desirable downtown Austin Commercial Business District submarket on or before March 31, 2021. Upon executing the lease(s), Debtor WC 1212 East Sixth Street will refinance the property with a long-term lender on or before June 30, 2021. Debtor WC 9005 Mountain Ridge expects to lease the 9005 Mountain Ridge Drive property, which is located in the highly desirable Arboretum submarket likely before March 31, 2021, but no later than June 30, 2021. Debtor WC 9005 Mountain Ridge, LLC is also in active negotiations on a sale of this property. Debtor expects to reach a purchase and sale agreement to sell 9005 Mountain Ridge for at least $6.5 million. Discussions continue to progress with a user that has been exploring a purchase of the property for several months. Debtor WC Hirshfeld Moore, LLC is in negotiations with a lender to refinance this fully renovated 303-307 W. 9th Street property and expects to close on this financing in early First Quarter 2021, but no later than March 31, 2021. A full-text copy of the Amended Disclosure Statement dated Jan. 15, 2021, is available at https://bit.ly/3sPHT2z from PacerMonitor.com at no charge. Attorneys for the Debtors: LOEWINSOHN FLEGLE DEARY SIMON LLP Daniel P. Winikka Tyler Simpson 12377 Merit Drive, Suite 900 Dallas, TX 75251 Telephone: (214) 572-1700 Facsimile: (214) 572-1717 E-mail: danw@lfdslaw.com tylers@lfdslaw.com - and - CIARDI CIARDI & ASTIN Daniel K. Astin, Esquire Joseph J. McMahon Jr., Esquire 1204 N. King Street Wilmington, DE 19801 Tel: (302) 658-1100 Fax: (302) 658-1300 E-mail: jmcmahon@ciardilaw.com Albert A. Ciardi, III, Esquire Walter W. Gouldsbury III, Esquire One Commerce Square 2005 Market Street, Suite 3500 Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 E-mail: aciardi@ciardilaw.com wgouldsbury@ciardilaw.co About WC Hirshfeld Moore WC Hirshfeld Moore, LLC and seven debtor affiliates each filed Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 20-10251) on Feb. 3, 2020. The debtor affiliates are (i) WC 103 East Fifth, LLC, (ii) WC 320 Congress, LLC, (iii) WC 422 Congress, LLC, (iv) WC 805-809 East Sixth, LLC, (v) WC 901 East Cesar Chavez, LLC, (vi) WC 1212 East Sixth, LLC and (vii) WC 9005 Mountain Ridge, LLC. Judge Tony M. Davis oversees the cases. At the time of the filing, WC Hirshfeld Moore disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtors tapped Ciardi, Ciardi & Astin as their primary restructuring counsel and Loewinsohn Flegle Deary Simon LLP as Ciardi's co-counsel. WEST ALLEY BBQ: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: West Alley BBQ Jackson LLC 1110 Vann Drive Jackson, TN 38305 Chapter 11 Petition Date: January 21, 2021 Court: United States Bankruptcy Court Western District of Tennessee Case No.: 21-10052 Judge: Hon. Jimmy L. Croom Debtor's Counsel: Thomas H. Strawn, Esq. STRAWN LAW FIRM 400 Masonic St. Dyersburg, TN 38024 Tel: 731-285-3375 Fax: 731-285-3392 E-mail: thstrawn42@bellsouth.net, billedwards62@bellsouth.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Bardo Brantley, CEO. A copy of the petition containing, among other items, a list of the Debtor's 20 largest unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/Q4T6A4I/West_Alley_BBQ_Jackson_LLC__tnwbke-21-10052__0001.0.pdf?mcid=tGE4TAMA YOUNGEVITY INTERNATIONAL: Declares Monthly Dividend for Q1 2021 --------------------------------------------------------------- Youngevity International, Inc. announced the declaration of its regular monthly dividend of $0.203125 per share of its 9.75% Series D Cumulative Redeemable Perpetual Preferred Stock (OTCM:YGYIP) for each of January, February and March 2021. The dividend will be payable on Feb. 15, 2021, March 15, 2021 and April 15, 2021 to holders of record as of January 31, February 28 and March 31, 2021. The dividend will be paid in cash. 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. ZION ENGINEERING: Pipeline Engineering Firm Files for Chapter 7 --------------------------------------------------------------- Englewood, Colorado-based Zion Engineering LLC filed for Chapter 7 bankruptcy liquidation (Bankr. D. Colo. Case No. 21-10126) on Jan. 12, 2021. According to its Web site, Zion Engineering provided pipeline and pipeline facility planning, engineering, design and construction management and support services for the energy industry. The Company was based in Greenwood Village, Colorado before moving to Englewood in October 2020. According to PacerMonitor.com, the Debtor disclosed $255,000 in assets and $1.424 million in liabilities in schedules attached to the petition. The Debtor disclosed that it owns 100% of Crosspoint Survey, LLC, a survey and mapping provider, and Wildcat Automation Solutions, LLC, an automation and controls services provider but their interests are valued at $0. The secured creditor is 12345 West Colfax Ave., owed $213,339. The largest unsecured creditor is FirstBank, with a claim of $1.037 million on account of a PPP loan. Andy Siegfried, the president and general manager, owns 100% of the Debtor. The Company had revenue of $7.119 million in 2018 and $9.443 million in 2019 before the revenue dropped to $2.498 million in 2020 during the pandemic. The Debtor's counsel in the Chapter 7 case: Robertson B. Cohen Tel: 303-933-4529 E-mail: rcohen@cohenlawyers.com The Chapter 7 trustee appointed in the case: David E. Lewis 1400 Main St. #201-B Louisville, CO 80027 BusinessDen earlier reported on Zion's Chapter 7 filing. [^] BOND PRICING: For the Week from January 18 to 22, 2021 ---------------------------------------------------------- Company Ticker Coupon Bid Price Maturity ------- ------ ------ --------- -------- AMC Entertainment Holdings AMC 5.75 25.887 6/15/2025 AMC Entertainment Holdings AMC 6.13 22.910 5/15/2027 AMC Entertainment Holdings AMC 5.88 24.129 11/15/2026 American Airlines 2011-1 Class A Pass Through Trust AAL 5.25 99.125 1/31/2021 BPZ Resources Inc BPZR 6.50 3.017 3/1/2049 Basic Energy Services Inc BASX 10.75 17.984 10/15/2023 Basic Energy Services Inc BASX 10.75 17.984 10/15/2023 Briggs & Stratton Corp BGG 6.88 8.625 12/15/2020 Bristow Group Inc/old BRS 6.25 6.250 10/15/2022 Bristow Group Inc/old BRS 4.50 0.001 6/1/2023 Buffalo Thunder Development Authority BUFLO 11.00 50.000 12/9/2022 CBL & Associates LP CBL 5.25 41.750 12/1/2023 Chesapeake Energy Corp CHK 5.50 4.250 9/15/2026 Chesapeake Energy Corp CHK 8.00 5.000 6/15/2027 Chesapeake Energy Corp CHK 11.50 16.000 1/1/2025 Chesapeake Energy Corp CHK 7.00 4.749 10/1/2024 Chesapeake Energy Corp CHK 4.88 4.672 4/15/2022 Chesapeake Energy Corp CHK 6.63 5.150 8/15/2020 Chesapeake Energy Corp CHK 5.75 4.736 3/15/2023 Chesapeake Energy Corp CHK 8.00 5.125 1/15/2025 Chesapeake Energy Corp CHK 6.88 3.664 11/15/2020 Chesapeake Energy Corp CHK 7.50 4.528 10/1/2026 Chesapeake Energy Corp CHK 8.00 4.750 3/15/2026 Chesapeake Energy Corp CHK 8.00 4.846 6/15/2027 Chesapeake Energy Corp CHK 8.00 4.966 3/15/2026 Chesapeake Energy Corp CHK 8.00 4.840 1/15/2025 Chesapeake Energy Corp CHK 6.88 5.033 11/15/2020 Chesapeake Energy Corp CHK 8.00 4.966 3/15/2026 Chesapeake Energy Corp CHK 8.00 4.840 1/15/2025 Chesapeake Energy Corp CHK 8.00 4.846 6/15/2027 Chinos Holdings Inc CNOHLD 7.00 0.332 N/A Chinos Holdings Inc CNOHLD 7.00 0.332 N/A Dean Foods Co DF 6.50 0.625 3/15/2023 Dean Foods Co DF 6.50 0.560 3/15/2023 Diamond Offshore Drilling DOFSQ 7.88 18.006 8/15/2025 Diamond Offshore Drilling DOFSQ 3.45 20.625 11/1/2023 ENSCO International Inc VAL 7.20 9.500 11/15/2027 EQT Corp EQT 4.88 102.189 11/15/2021 Energy Conversion Devices ENER 3.00 7.875 6/15/2013 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.00 32.718 7/15/2023 Exela Intermediate LLC / Exela Finance Inc EXLINT 10.00 31.992 7/15/2023 Federal Home Loan Banks FHLB 3.07 98.955 7/25/2028 Federal Home Loan Mortgage FHLMC 0.43 99.733 7/27/2023 Federal Home Loan Mortgage FHLMC 0.88 99.320 1/27/2025 Fleetwood Enterprises Inc FLTW 14.00 3.557 12/15/2011 Frontier Communications Corp FTR 10.50 55.250 9/15/2022 Frontier Communications Corp FTR 7.13 52.500 1/15/2023 Frontier Communications Corp FTR 8.75 49.000 4/15/2022 Frontier Communications Corp FTR 6.25 50.125 9/15/2021 Frontier Communications Corp FTR 9.25 44.500 7/1/2021 Frontier Communications Corp FTR 10.50 54.842 9/15/2022 Frontier Communications Corp FTR 10.50 54.842 9/15/2022 GNC Holdings Inc GNC 1.50 1.250 8/15/2020 GTT Communications Inc GTT 7.88 39.482 12/31/2024 GTT Communications Inc GTT 7.88 36.137 12/31/2024 Global Eagle Entertainment GEENQ 2.75 0.010 2/15/2035 Goodman Networks Inc GOODNT 8.00 22.500 5/11/2022 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.00 57.000 9/30/2021 Great Western Petroleum LLC / Great Western Finance Corp GRTWST 9.00 60.000 9/30/2021 Hertz Corp/The HTZ 6.25 60.000 10/15/2022 Hi-Crush Inc HCR 9.50 0.063 8/1/2026 Hi-Crush Inc HCR 9.50 0.051 8/1/2026 High Ridge Brands Co HIRIDG 8.88 1.500 3/15/2025 High Ridge Brands Co HIRIDG 8.88 1.140 3/15/2025 HighPoint Operating Corp HPR 7.00 39.990 10/15/2022 Hornbeck Offshore Services HOSS 5.88 0.724 4/1/2020 J Crew Brand LLC / J Crew Brand Corp JCREWB 13.00 52.135 9/15/2021 JC Penney Corp Inc JCP 5.88 8.000 7/1/2023 JC Penney Corp Inc JCP 5.88 7.750 7/1/2023 K Hovnanian Enterprises Inc HOV 5.00 11.397 2/1/2040 K Hovnanian Enterprises Inc HOV 5.00 11.397 2/1/2040 LSC Communications Inc LKSD 8.75 8.000 10/15/2023 LSC Communications Inc LKSD 8.75 12.875 10/15/2023 Liberty Media Corp LMCA 2.25 47.550 9/30/2046 MAI Holdings Inc MAIHLD 9.50 15.875 6/1/2023 MAI Holdings Inc MAIHLD 9.50 15.875 6/1/2023 MAI Holdings Inc MAIHLD 9.50 15.875 6/1/2023 MF Global Holdings Ltd MF 6.75 15.625 8/8/2016 MF Global Holdings Ltd MF 9.00 15.625 6/20/2038 Mashantucket Western Pequot Tribe MASHTU 7.35 15.000 7/1/2026 Men's Wearhouse LLC/The TLRD 7.00 1.750 7/1/2022 Men's Wearhouse LLC/The TLRD 7.00 1.131 7/1/2022 NWH Escrow Corp HARDWD 7.50 32.500 8/1/2021 NWH Escrow Corp HARDWD 7.50 29.732 8/1/2021 Navajo Transitional Energy NVJOTE 9.00 62.500 10/24/2024 Neiman Marcus Group LLC/The NMG 7.13 4.345 6/1/2028 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.00 4.372 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.00 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 4.995 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.00 4.372 10/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 14.00 27.250 4/25/2024 Neiman Marcus Group LTD LLC / Neiman Marcus Group LLC / Mariposa Borrower / NMG NMG 8.75 4.995 10/25/2024 Nine Energy Service Inc NINE 8.75 44.248 11/1/2023 Nine Energy Service Inc NINE 8.75 44.818 11/1/2023 Nine Energy Service Inc NINE 8.75 44.687 11/1/2023 Northwest Hardwoods Inc HARDWD 7.50 30.750 8/1/2021 Northwest Hardwoods Inc HARDWD 7.50 30.376 8/1/2021 OMX Timber Finance Investments II LLC OMX 5.54 1.250 1/29/2020 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.63 90.000 6/1/2021 Optimas OE Solutions Holding LLC / Optimas OE Solutions Inc OPTOES 8.63 90.000 6/1/2021 Pride International LLC VAL 6.88 7.250 8/15/2020 Pride International LLC VAL 7.88 13.000 8/15/2040 Refinitiv US Holdings Inc FINRSK 8.25 109.327 11/15/2026 Refinitiv US Holdings Inc FINRSK 8.25 109.226 11/15/2026 Renco Metals Inc RENCO 11.50 24.875 7/1/2003 Revlon Consumer Products REV 6.25 32.321 8/1/2024 Rolta LLC RLTAIN 10.75 2.000 5/16/2018 SESI LLC SPN 7.13 32.250 12/15/2021 SESI LLC SPN 7.75 36.000 9/15/2024 SESI LLC SPN 7.13 36.000 12/15/2021 SESI LLC SPN 7.13 29.750 12/15/2021 Sable Permian Resources Land LLC / AEPB Finance Corp AMEPER 7.13 0.771 11/1/2020 Sears Holdings Corp SHLD 6.63 6.110 10/15/2018 Sears Holdings Corp SHLD 8.00 2.004 12/15/2019 Sears Holdings Corp SHLD 6.63 2.470 10/15/2018 Sears Roebuck Acceptance SHLD 7.50 0.641 10/15/2027 Sears Roebuck Acceptance SHLD 6.50 0.695 12/1/2028 Sears Roebuck Acceptance SHLD 7.00 0.583 6/1/2032 Sears Roebuck Acceptance SHLD 6.75 0.838 1/15/2028 Sempra Texas Holdings Corp TXU 5.55 13.500 11/15/2014 Summit Midstream Partners LP SMLP 9.50 36.000 N/A TerraVia Holdings Inc TVIA 5.00 4.644 10/1/2019 Toys R Us Inc TOY 7.38 1.317 10/15/2018 Transworld Systems Inc TSIACQ 9.50 30.000 8/15/2021 Truck Hero Inc TRUK 8.50 105.966 4/21/2024 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.00 54.774 8/15/2021 Voyager Aviation Holdings LLC / Voyager Finance Co VAHLLC 9.00 55.404 8/15/2021 ZF Automotive US Inc TRW 4.50 96.393 3/1/2021 ZF Automotive US Inc TRW 4.50 96.393 3/1/2021 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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