/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210127.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, January 27, 2021, Vol. 25, No. 26 Headlines 1465V DONHILL: Lists Property, Extends Plan Deadline by 90 Days 792 RESTAURANT: Court Conditionally Certifies Collective AETHON UNITED: S&P Assigns 'B-' ICR; Outlook Positive AGF MACHINERY: Has Until Feb. 8 to File Plan & Disclosures ALL IN JETS: UJM Objects to Proposed Bid Procedures for All Assets ALLIED INTERSTATE: Court Dismisses Counts II, III of Bryan Suit ALPHA MEDIA: Files for Chapter 11 to Restructure $267M in Debt ALPHA MEDIA: Opts for ICG Debt-Equity Swap Over Fortress Sale Push ALPHA MEDIA: Unsecured Creditors Unimpaired in Debt-for-Equity Plan ALTIUM PACKAGING: S&P Rates New $1.050BB First-Lien Term Loan 'B+' AMC ENTERTAINMENT: Imminent Bankruptcy Off The Table For Now AMC ENTERTAINMENT: S&P Raises ICR to 'CCC-'; Outlook Negative AMC NETWORKS: S&P Rates New $500MM Senior Unsecured Notes 'BB' ANDREW YOUNG: Surplus' $53K Sale of Gary Property to Windy Approved AUTHENTIC HOSPITALITY: Quik Capital Wants Disclosures Improved AVG WEST: Unsecured Creditors to Be Paid in Full in 12 Months BAINBRIDGE UINTA: Modifying Approved Bid Procedures for All Assets BELK INC: To Remain Sycamore-Owned in Prepackaged Plan BENEFITMALL: Moody's Affirms B2 CFR & Alters Outlook to Negative BLEU'SPA INC: Unsecured to Recover Up to 100% From Sale Proceeds BOUTIQUE TRISTAN: Gets CCAA Order; MNP Named Monitor BOY SCOUTS OF AMERICA: Insurers Want to Probe Abuse Claim Explosion BRIAR BUILDING: Bid to Remand Adversary Suits Denied BRIGGS & STRATTON: New Owners to Invest $9.4M in Alabama Plant CACHET FINANCIAL: Committee Opposes Amended Plan & Disclosures CICI'S HOLDINGS: Case Summary & 30 Largest Unsecured Creditors CIT GROUP: Moody's Reviews Ba1 Ratings for Upgrade Amid Merger CLAAR CELLARS: Court Confirms HomeStreet's Ch 11 Plan CLEARPOINT NEURO: Plans to Sell $120M Worth of Securities COLORADO EDUCATIONAL: Moody's Rates 2021A School Bonds 'Ba2' CONFIE SEGUROS: S&P Alters Outlook to Stable, Affirms 'B-' ICR CP ATLAS: Moody's Assigns B2 Rating to $1.2BB First Lien Term Loan DELIVER BUYER: Moody's Rates Revolver Credit Facility 'B3' DESTINATION HOPE: Plan Exclusivity Extended Until March 29 DIAMOND OFFSHORE: Enters Plan Support Deal With Bondholders DR. S. DAYYANI OD: Plan Hopes to Recover $700K in Aetna Litigation ELDERHOME LAND: Case Summary & 9 Unsecured Creditors ENDURANCE INTERNATIONAL: S&P Rates $640MM Unsecured Notes 'CCC+' EVCO HOMES: Selling 2 Austin Assets for $1.5M Free & Clear of Liens EXCEL FITNESS: S&P Affirms 'CCC+' ICR on $15MM Term Loan Issuance EYEPOINT PHARMACEUTICALS: Ocumension Has 16.6% Stake as of Dec. 31 FERRELLGAS PARTNERS: U.S. Trustee Unable to Appoint Committee FIRST RESPONSE: Seeks to Hire Bultynck & Co as Accountant FLEXOGENIX GROUP: Unsecureds to Split $88K in Amended Plan FOUNDATION BUILDING: Moody's Assigns B2 CFR & Rates New Notes Caa1 FRANK & LUPE: March 2 Plan & Disclosure Hearing Set G.A.F. SEELIG: Feb. 25 Plan Confirmation Hearing Set G.A.F. SEELIG: Unsecureds Last to Be Paid in Liquidating Plan GATEWAY FOUR: Trustee Selling Gateway Two's El Monte Property GL BRANDS: Merida DIP Loan, Cash Collateral Access OK'd GRAPHIC PACKAGING: S&P Affirms BB+ Rating on Senior Unsecured Notes GREIF INC: S&P Lowers ICR to 'BB-' on Weak Operating Performance HUMANIGEN INC: Expands CRADA to Develop Lenzilumab for COVID-19 IMERYS TALC: Estate Reps for Martz, Matteo Join Tort Panel IMERYS TALC: Gets Court Okay to Seek Bankruptcy Payout Plan Vote IN-SHAPE HOLDINGS: Feb. 16 Auction of Substantially All Assets Set INSCOPE INT'L: Unsec. Creditors to Recover 1.4% in Liquidating Plan ISIS MEDICAL: Wins Cash Collateral Access Thru March 17 IT'SUGAR FL: Wins March 23 Plan Exclusivity Extension JIM'S DISPOSAL: Odyssey Buying Kansas City Property for $1.5-Mil. JIMMY HUTTON: $367K Sale of Carbon Property to Folands Approved KEIVANS HOSPITALITY: March 3 Plan & Disclosure Hearing Set LEADVILLE CORP: Weepah Plan Has $3.22M Cash Ready for Creditors LIGHTHOUSE RESOURCES: Auction of Washington Assets Set for March 1 LIGHTHOUSE RESOURCES: Auction of Wyoming Assets Set for Feb. 26 LUCKY STAR-DEER: Seeks to Hire Miu & Co as Audit Consultant MANSIONS APARTMENT: Unsecureds to Be Paid in Full in 12 Months MGBV PROPERTIES: Feb. 17 Plan & Disclosures Hearing Set MOHAJER12 CORP: McPherson Joins PNC Disclosures Objection NEW YORK SPORTS CLUB: Gets Court OK to Move Forward With Chapter 11 OAKSHIRE MUSHROOM: To Sell Trucks by Effective Date of Plan ODYSSEY ENGINES: Plan Exclusivity Extended Thru April 12 PARK PLACE: Seeks Approval to Hire Real Estate Broker PERMIAN TANK: Wins Court Approval for Liquidation Plan PLATINUM GROUP: Liberty Metals Lowers Equity Stake to 10.7% POINT LOOKOUT: Seeks to Hire Joann M. Wood as Special Counsel PRO INSTALLS: Seeks to Hire JMLIU CPA as Accountant RENOVATE AMERICA: Seeks to Hire GlassRatner as Financial Advisor RENOVATE AMERICA: Seeks to Hire Stretto as Administrative Advisor RESPIRE LLC: May Use Huntington Cash Collateral on Final Basis RISEN INC: U.S. Trustee Unable to Appoint Committee RJT REAL ESTATE: Seeks to Hire Snow Christensen as Special Counsel ROBERT F. TAMBONE: Hearing on Sale of Jupiter Asset Set for Feb. 23 SENTINL INC: Court Approves Public Auction of Business Property SHALE FARMS: $36K Sale of Mohawk Property to Gentry Approved SMITTY'S LAND: Voluntary Chapter 11 Case Summary SPHERATURE INVESTMENTS: Seeks to Hire Foley & Lardner as Counsel SPHERATURE INVESTMENTS: Seeks to Hire Larx Advisors, Appoint CRO SPHERATURE INVESTMENTS: Seeks to Hire Stretto as Claims Agent SPHERATURE INVESTMENTS: U.S. Trustee Appoints Creditors' Committee STEIN MART: March 11 Hearing on Wind-Down Plan Set SUNDIVE COMMODITY: Seeks to Hire Hoffman & Saweris as Counsel SUNERGY CALIFORNIA: Solar Module Supplier Files for Chapter 11 SUNOCO LP: Moody's Affirms Ba3 CFR & Alters Outlook to Positive TED & STAN'S: Case Summary & 20 Largest Unsecured Creditors TIMOTHY A. MORRIS: Sale of Assets to Fund Payment to Creditors OK'd TM HEALTHCARE: May Use KeyBank Cash Collateral on Final Basis TPS OLDCO: Hearing on Bid Procedures for All Assets on Jan. 28 TUESDAY MORNING: "TUEM" Begins Trading on OTCQX TWO RIVERS WATER: Faces Court Sanctions After 3rd Lawyer Quits UNIVERSITY PLACE: Committee Taps Groshong Law as Local Counsel UNIVERSITY PLACE: Committee Taps Troutman Pepper as Legal Counsel UNIVERSITY PLACE: Independent Rehab Steps Down as Committee Member VISTAGEN THERAPEUTIC: Rosalind Advisors, 2 Others Report 4.8% Stake WEINSTEIN CO: Court Approves $17 Million Fund for Abuse Victims WILLIAM F. FLOYD, JR: Trustee's $725K Sale of Supply Property OK'd WINSTEAD'S CO: May Use Citizen's Bank Collateral Thru March 1 [*] Ebba Gebisa Joins Latham & Watkins' Restructuring Practice [*] Effects of Chapter 11 Bankruptcy on Hotel Franchisees ********* 1465V DONHILL: Lists Property, Extends Plan Deadline by 90 Days --------------------------------------------------------------- Judge Victoria S. Kaufman of the U.S. Bankruptcy Court for the Central District of California has granted the motion of debtor 1465V Donhill Drive, LLC, for a 90-day extension of its deadline to file and serve its disclosure statement and Chapter 11 plan of reorganization through and including April 14, 2021. In seeking the extension, the Debtor explained that this is a single asset case as the Debtor's sole asset is a single piece of real property located at 1465 Donhill Dr., Beverly Hills, CA. The case was filed the day before a foreclosure sale at which the Property would have been lost. The Property consists of two lots or "pads" which total approximately 91,000 sq ft. On one of the lots is a single-family residence of 6,400 sq ft which is vacant. The plan was to build a larger home of 21,000 sq ft on one of the pods. The existing property would be a guest house. Unfortunately, that result has not been attained. The Debtor has listed the Property for sale. The employment of the real estate broker, Todd Wohl, was approved by the court by order entered on Dec. 3, 2020. Mr. Wohl has been actively marketing the Property. On the Petition Date, the Debtor owed Sycamore 2 $6,453,319 pursuant to the proof of claim #4 filed by its predecessor in interest. That balance includes default interest. The only other secured debt is the property taxes in the amount of $109,772 [Proof of Claim No. 1]. Unsecured debts total $200,000. The Debtor's largest creditor is 5AIF Sycamore 2 LLC, successor-in-interest to 5AIF Nutmeg, LLC ("Lender"). The Debtor and Lender have reached an agreement, which gives the Lender relief from stay with forbearance from conducting a foreclosure sale until at least April 30, 2021. On Jan. 14, 2021, the Debtor filed its Motion to Approve Stipulation with the Lender and set it for hearing on Feb. 4, 2021. The Stipulation gives the Debtor only one way out, sell the Property within the next few months or lose it in foreclosure to the Lender. A plan must provide for that result. If the Debtor has not found a buyer at a purchase price sufficient to pay Lender at closing at least $6.3 million to $6.5 million, by April 30, 2021, the foreclosure sale will take place shortly thereafter. The Stipulation provides for certain short extensions of the deadline. A status report due on Jan. 21, 2021, was filed by the Debtor. The Debtor will attend the status conference now set for Feb. 4, 2021, as well as report to the court how the sales activity is coming. A full-text copy of the order dated Jan. 19, 2021, is available at https://bit.ly/39grvjF from PacerMonitor.com at no charge. The Debtor is represented by: Matthew D. Resnik, Esq. Roksana D. Moradi-Brovia, Esq. Resnik Hayes Moradi, LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 E-mail: matt@RHMFirm.com roksana@RHMFirm.com About 1465V Donhill Drive 1465V Donhill Drive LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Its principal assets are located at 1465 Donhill Drive, Beverly Hills, Calif. 1465V Donhill Drive filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-11138) on June 29, 2020. In the petition signed by Chandu Vanjani, managing member, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Jonathan M. Hayes, Esq., at Resnik Hayes Moradi, LLP, represents Debtor as legal counsel. 792 RESTAURANT: Court Conditionally Certifies Collective -------------------------------------------------------- Judge Valerie Caproni partly granted Chang Yan Chen's motion for conditional certification of a collective pursuant to Section 216(b) of the Fair Labor Standards Act (FLSA). The judge conditionally certified a collective of deliverymen who worked at Lilis 200 West 57th Corp. (Lili's 57) at any time after August 15, 2016, and at 792 Restaurant Food Corp. (Lilli and Loo) at any time after May 13, 2019. Plaintiff Chang Yan Chen, a deliveryman, sued his former employers and their owners and operators for violations of the FLSA. Between July 2014 and June 2019, Chen worked as a deliveryman for two restaurants in New York City, Lili's 57 and Lilli and Loo. At times, Chen worked more than 40 hours in a workweek. Although he was promised an hourly rate of $7.50 from 2014 through 2017 and an hourly rate of $10.85 in 2018 and 2019, Chen contended that he was not paid minimum wage, not paid for all hours worked, and that at no point did he receive premium pay for overtime work. Chen alleged that the defendants had a policy and practice of refusing to pay him and many of his coworkers in full for some or all of the hours they worked, as well as refusing to pay time-and-a-half for all hours worked in excess of 40 in a workweek. Chen also asserted that the defendants had a common practice of asking all deliverymen at Lili's 57 and Lilli and Loo for at least two Social Security numbers and paying deliverymen under multiple names. Chen contended that he "befriended other employees" during his employment and that they "also suffered the same practice and policy of Defendants." With respect to his fellow deliverymen at Lilli and Loo, Chen asserted that they shared a tip pool, worked the same schedule, and were paid at the same time. Chen also identified approximately 35 other employees, including waitstaff, chefs, and other kitchen staff, whose schedules he was aware of because he observed them working. On this basis, Chen moved for conditional certification of a collective action on behalf of "all other and former non-exempt employees who have been or were employed by the Defendants for up to the last three (3) years... and whom were not compensated at their promised hourly rate for all hours worked and at one and one half times their promised work for all hours worked in excess of 40 hours per week." Judge Caproni found Chen's evidence sufficient, although barely enough, to conditionally certify a collective of deliverymen who worked at Lili's 57 or Lilli and Loo. "The detailed information that Plaintiff provides concerning other deliverymen's schedules, the fact that they were paid at the same time and participated in the same tip pool, and Plaintiff's alleged conversations with another deliveryman regarding his compensation collectively suffice to meet Plaintiff's minimal burden at the notice stage of persuading the Court that other deliverymen at Lilli and Loo were subject to the same wage practices as Plaintiff. While part of Plaintiff's basis of knowledge is hearsay, the Court may consider hearsay in deciding a motion for conditional certification. Further, based on Plaintiff's own affidavit and the affidavits of the plaintiffs from the prior related matter, the Court finds that Plaintiff has carried his burden with respect to deliverymen at Lili's 57," the judge explained. Because a Chapter 11 bankruptcy plan was confirmed as to Lilli and Loo on May 13, 2019, the parties agreed that all claims brought by the plaintiff or potential opt-in plaintiffs against Lilli and Loo arising prior to May 13, 2019, have been discharged. Therefore, while Judge Caproni conditionally certified a collective that includes deliverymen who may have worked only at Lilli and Loo, they must have been employed for some period after May 13, 2019, in order to opt in to the collective, and any putative plaintiff's claim for work at that restaurant will be limited to claims that accrued after May 13, 2019. Judge Caproni, however, found that Chen fell short of providing sufficient evidence with respect to any employees other than deliverymen at either restaurant. The judge found that Chen's sole allegation concerning any employee's pay (other than deliverymen) was based entirely on speculative hearsay that comes closer to workplace gossip than reliable firsthand information. Absent reliable evidence of a common policy or practice extending to all non-exempt employees at the restaurants, the judge declined to include these employees in the conditionally certified collective. Chen's motion for a conditional collective was granted only as to deliverymen who worked at Lili's 57 any time during the period beginning three years prior to the filing of the Complaint and continuing until the present, and deliverymen who worked at Lilli and Loo at any point subsequent to May 13, 2019. The case is CHANG YAN CHEN, on his own behalf and on behalf of others similarly situated, Plaintiff, v. LILIS 200 WEST 57TH CORP. d/b/a Lili's 57 Asian Cuisine & Sushi Bar; 792 RESTAURANT FOOD CORP. d/b/a Lilli and Loo; ALAN PHILLIPS; JONAH PHILLIPS; THEAN CHOO CHONG a/k/a Alfred Chong; SIEW MOY LOW a/k/a Maggie Low; STEW M. LOW; EPHAN "DOE"; and "MIGI" DOE, Defendants, Case No. 19-CV-7654 (VEC) (S.D.N.Y.). A full-text copy of Judge Caproni's memorandum opinion and order, dated January 14, 2021, is available at https://tinyurl.com/y3jab2pu from Leagle.com. About 792 Restaurant Food Corp. 792 Restaurant Food Corp filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 18-13512) on November 13, 2018, and is represented by Lawrence Morrison, Esq., at Morrison Tenenbaum, PLLC. AETHON UNITED: S&P Assigns 'B-' ICR; Outlook Positive ----------------------------------------------------- S&P Global Ratings assigned its 'B-' issuer credit rating to U.S.-based oil and gas exploration and production (E&P) company Aethon United BR L.P. Aethon has launched a $750 million senior unsecured note offering and plans to use the proceeds to refinance its existing $550 million privately placed second-lien term loan due 2023 and partially repay revolver borrowings. S&P is also assigning a 'B' rating to the company's proposed senior unsecured notes. The recovery rating of '2' indicates its expectation for substantial (70%-90%; rounded estimate: 85%) recovery of principal in the event of a default. The outlook is positive. The positive outlook reflects S&P's view that it would upgrade Aethon if it can achieve average FFO/debt comfortably above 45% in the next twelve months, which could occur if it is able to execute its operating plan to continue to grow production and proved developed reserves while generating positive free cash flow. S&P said, "We are assigning a 'B-' issuer credit rating to Aethon United BR L.P. The ratings on Aethon reflect the company's small proved reserve and production base (4.4 trillion cubic feet equivalent, or tcfe and 656 mmcfe/d, respectively) relative to peers, its single basin concentration in the Haynesville Shale and focus on natural gas production (99% dry gas), a high proportion (about 70%) of proved undeveloped reserves (PUDs) that will require significant spending to develop, and our expectation for positive cash flow over the next two years as supported prices and continued production growth support operating cash flows. Ratings are supported by the company's moderate leverage metrics; its systematic hedging program; meaningful benefits of the vertical integration of its midstream and marketing businesses; and firm transportation contracts providing access to favorable pricing and export markets on the Gulf Coast. Based on our current natural gas price deck assumptions, we expect debt to EBITDA of 2x-2.5x and FFO to debt of 40%-45% this year. We expect Aethon to use its free cash flow to repay outstanding borrowings on its reserve-based lending (RBL) facility maturing in 2023." Aethon will likely generate positive free operating cash flow (FOCF) over the next 18-24 months, supported by an extensive hedging program to protect cash flows. S&P said, "We expect Aethon to refocus its strategy on free cash flow generation instead of rapid growth; production nearly doubled from about 325 million cubic feet equivalent (mmcfe) per day in 2018 to an average 656 mmcfe per day in 2020. We expect production growth will remain solid, albeit at more modest levels than before. Despite the continued moderate growth, something many peers have eschewed, Aethon is likely to maintain modest financial measures, including FFO/debt in the low-40% area in 2021 under our assumptions, as well as adequate liquidity while it pursues free cash flow generation supported by hedges on around 80% of production through 2022." Aethon derives significant benefits from the integration of its midstream gathering, processing, and transportation operations. Aethon's 1,111 miles of gathering and transmission pipelines support gross gathering capacity of 1.4 billion cubic feet (bcf) per day, which S&P expects to grow to 1.6 bcf per day in 2021 as its midstream buildout continues. This infrastructure provides takeaway capacity for more than 80% of the company's proprietary volumes and generates fee revenue from additional working interest and nonoperated volumes. Overall, this provides an estimated "uplift" of around $0.40 per mcfe to operating cash flows, as reflected in Aethon's competitive costs. Additionally, the company has relatively favorable differentials because of its proximity to the Henry Hub and has firm transportation capacity of 780 mmcf per day to the Gulf Coast, granting Aethon access to favorable demand and export markets. Finally, S&P believes Aethon will receive ongoing benefits from its internal marketing team, which is able to use Aethon's midstream infrastructure and transportation commitments to increase realized prices and add additional EBITDA from third-party and nonoperated volumes. Despite rapid growth, Aethon lacks the scale of operations of natural gas-focused peers. Aethon's scale of operations, particularly production, lacks the scale of peers such as Comstock Resources and Indigo Natural Resources. Aethon's expected 2021 production of up to 825 mmcfe/d falls short of that of Indigo and Comstock, which should both have about 1 bcfe/day or greater. As a result of the smaller scale, combined with the high PUD content of proved reserves, and limited track record of free cash flow generation, S&P has applied a negative comparable rating analysis to the anchor. S&P said, "The positive outlook reflects our expectation that Aethon will adhere to a financial policy that focuses on free cash flow generation and debt repayment, while it pursues a more modest pace of growth than historically seen. As a result, if we expect Aethon to maintain FFO/debt comfortably above 45% for a sustained period, we could raise its ratings. This could occur over the next twelve-eighteen months if Aethon is able to execute its revised spending plan that focuses on lower capital spending while continuing to grow production and generate free cash flow, with its extensive hedging program protecting it against natural gas price volatility. Additionally, this assumes Aethon will maintain modest financial policies that use free cash flow to repay debt with no shareholder distributions." S&P could stabilize ratings if it no longer expects Aethon to achieve FFO/debt of greater than 45%. This could occur if operating performance fails to meet expectations and production and profitability targets are weaker than expected, resulting in lower cash flow. Alternatively, if Aethon pursues a more aggressive financial policy than expected, either through a return to its previous high growth strategy that led to negative cash flow, or used free cash flow for shareholder distributions or acquisitions, financial measures could be below expectations. AGF MACHINERY: Has Until Feb. 8 to File Plan & Disclosures ---------------------------------------------------------- On Dec. 10, 2020, the U.S. Bankruptcy Court for the Middle District of Alabama held a hearing to consider the motion of debtor AGF Machinery, LLC, for an extension of its Plan and Disclosure Statement filing deadline. On Jan. 19, 2021, Judge William R. Sawyer granted the motion and ordered that: * The deadline for the Debtor to file a plan and disclosure statement is extended through and including Feb. 8, 2021. * The exclusivity period for filing a plan is extended through and including February 8, 2021. * The exclusivity period for the Debtor to solicit acceptances of a plan is extended through and including April 9, 2021. A full-text copy of the order entered Jan. 19, 2021, is available at https://bit.ly/39iBwwZ from PacerMonitor.com at no charge. The Debtor is represented by: Edward J. Peterson, Esq. Stichter, Riedel, Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Telephone: (813) 229-0144 E-mail: epeterson@srbp.com About AGF Machinery AGF Machinery, LLC is engaged in selling and renting construction equipment, aerial work platforms & heavy duty equipment. The company offers a full line of construction equipment in its sales and rental inventories from Wacker Neuson, ASV, Skyjack, Toro, and Husqvarna. On the Web https://agfmachinery.com/ AGF Machinery filed a Chapter 11 petition (Bankr. M.D. Ala. Case No. 20-11029) on August 12, 2020. The petition was signed by Jeffrey Lee Washington, member. At the time of the filing, Debtor disclosed $10 million to $50 million in both assets and liabilities. Judge William R. Sawyer oversees the case. The Debtor has tapped Stichter, Riedel, Blain & Postler, P.A. as its bankruptcy counsel and Saltmarsh, Cleaveland & Gund as its financial advisor. ALL IN JETS: UJM Objects to Proposed Bid Procedures for All Assets ------------------------------------------------------------------ Claimant UJM I, LLC, filed with the U.S. Bankruptcy Court for the Southern District of New York its joinder to Apex Executive Jet Center, Inc.'s objection to the final order sought by All In Jets, LLC, doing business as Jet Ready, authorizing the bid procedures relating to the private sale of substantially all assets outside the ordinary course of business, for $600,000, subject to higher and better offers. On Dec. 21, 2020, the Debtor filed the Sale Motion, whereby it has sought approval to sell substantially all of its assets free and clear of liens and encumbrances pursuant to a transaction. By the Sale Motion, among other things, the Debtor has sought approval of the Sale Process pursuant to which it has designated a potential purchaser of certain of its assets as stalking horse for an initial offer of $600,000. The Stalking Horse has proposed to pay the Stalking Horse Offer via a $50,000 cash payment at the closing of the Sale Transaction and the execution of a note for $550,000, requiring the payment of $50,000 in six months and then monthly payments over the succeeding eighteen months of principal and interest at 3%. The primary Assets sought to be sold as part of the Sale Process are the Debtor's Part 135 Certificate, issued by the Federal Aviation Administration, which the Debtor has appraised at approximately $625,000, as well as related records, documentation, and intellectual property. The Part 135 Certificate appears to be the Debtor's only asset of any appreciable value. As part of the Sale Process, the Debtor has also proposed to provide the Stalking Horse with certain bid protections, including a breakup fee of $30,000, if it receives a better offer for the Assets that is selected over the Stalking Horse Offer (any such offer), and the Stalking Horse may rescind the Stalking Horse Offer in the event the sale does not close by Jan. 30, 2020. Prior to the filing of the Sale Motion, on Nov. 9, 2020, the Debtor filed the Debtor's Chapter 11 Subchapter V Plan of Reorganization, pursuant to which it proposed to cancel and replace its existing equity with the issuance of new equity and to pay to creditors approximately $600,000 via 60 monthly payments of $10,000 each (less any amounts paid as priority wage and tax claims). It appears the Debtor believes general unsecured creditors will receive approximately $25,000 in total, despite owing unsecured creditors over $6 million. Although it is not entirely clear how the Plan and Sale Motion interact, it appears the Plan and Sale Motion are complementary of each other (as opposed to alternatives to each other), with the proceeds obtained through the Sale Process funding the distributions proposed under the Plan. Accordingly, the Sale Process appears to be inextricably intertwined with the Plan as the two are currently proposed, despite certain apparent conflicts. On Jan. 4, 2021, Apex filed the Apex Objection, wherein Apex lodged several objections to the Sale Motion, the Plan, and the relationship between the two. In general, Apex argued that the procedures established in the Sale Motion are neither fair nor reasonable; the Debtor proposed the Plan in bad faith; the Plan does not comply with section 1190 of the Bankruptcy Code; the Debtor has not established that the Plan is feasible; the Plan is not fair and equitable; and the Debtor is not entitled to a discharge under the Bankruptcy Code. UJM joins in all arguments set forth in the Apex Objection. By so joining, it restates and reasserts all factual statements made and arguments articulated in the Apex Objection as if UJM had expressly asserted such statements and arguments in its Joinder. In addition to those objections lodged in the Apex Objection, UJM also objects to the Sale Motion and Plan as not being "fair and equitable" to the Debtor's creditors to the extent the Debtor, reorganized debtor, or liquidating trust will not receive any form of security interest related to the Note and Stalking Horse Offer (or Successful Offer). Any such deferred payment scheme should provide the estate (and the creditors thereof) security in the event that the Stalking Horse is unable to perform under the terms of the Note (or any other purchaser under the terms of the respective purchase agreement). More importantly, obtaining such security is not just good business practice, but it is also necessary under these circumstances. Accordingly, such Sale Transaction must comply with the requirements to confirm a Subchapter V plan under section 1191(c)(3)(B). Thus, because the Sale Process is so intertwined with the Plan and required in order for the Plan to be adequately funded and feasible, the Sale Transaction should also be subject to the requirements of section 1191(c)(3), as if it were part of the Plan. Such provision requires for the creditors to have remedies under the plan, which are not provided for. As such, in addition to the arguments made in the Apex Objection, any Sale Transaction the Debtor asks to consummate under the Sale Motion is inappropriate and violative of section 1191(c)(3)(B), absent a grant of security (or other means of providing "appropriate remedies") related to any deferred funding mechanism provided for therein, as is currently proposed in the Stalking Horse Offer. Otherwise, such offer would not be "fair and equitable" as required by the Bankruptcy Code. UJM expressly reserves its rights to further supplement the Joinder and Objection as well as to address the Sale Motion, the Plan, any amendments thereto, and any ancillary issues and to respond to any party, either by further submission to the Court or at oral argument to be presented at any hearing. UJM respectfully asks that the Court denies the Sale Motion (as well as any confirmation of the Plan or timeline sought to be established related thereto) at this time and grants such further relief as it deems proper under the circumstances. Counsel for UJM I, LLC: Jeffrey T. Kucera, Esq. K&L GATES LLP Southeast Financial Center, Suite 3900 200 South Biscayne Boulevard Miami, FL 33131-2399 Telephone: (305) 539-3322 Facsimile: (305) 358-7095 E-mail: jeffrey.kucera@klgates.com About All In Jets All In Jets, LLC -- https://www.flyjetready.com/ -- is a private jet charter operator and aircraft management company offering flights worldwide with a floating charter fleet of heavy to midsize jets including Gulfstream GIVSPs, Gulfstream GIVs, Challenger 601s and Hawker 800 models. All In Jets, LLC d/b/a Jet Ready, based in New York, NY, filed a Chapter 11 petition (Bankr. S.D. N.Y. Case No. 20-11831) on Aug. 9, 2020. In the petition signed by Seth Bernstein, member, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Michael E. Wiles presides over the case. CIARDI CIARDI & ASTIN, serves as bankruptcy counsel. ALLIED INTERSTATE: Court Dismisses Counts II, III of Bryan Suit --------------------------------------------------------------- Judge Frank D. Whitney of the United States District Court for the Western District of North Carolina, Charlotte Division granted in part and denied in part the Motion for Judgment on the Pleadings filed by Allied Interstate LLC, in the case captioned AMY R. BRYAN, Plaintiff, v. ALLIED INTERSTATE LLC, Defendant, Case No.3:20-CV-00093-FDW-DCK (W.D.N.C.). Counts II and III of the plaintiff's complaint were dismissed without prejudice. Amy Bryan filed a lawsuit against Allied Interstate, LLC on February 23, 2020, alleging the defendant violated the federal Fair Debt Collections Practices Act (FDCPA). Bryan alleged that the defendant left her a voicemail on December 16, 2019 using a number that appeared as “Unknown” on her cell caller ID to collect on an alleged debt. She further alleged that, because she had no way of knowing the identity of the caller, she played the voicemail near her sister and mother, both of whom overheard the message, which “caused [Plaintiff] significant embarrassment and humiliation.” Bryan asserted that the defendant blocked its number so it appeared as "Unknown" on Plaintiff's caller ID. Specifically, Bryan asserted the following: (1) Allied "engaged in deceptive and misleading means in connection with the collection of the alleged [d]ebt" in violation of 15 U.S.C. Section 1692e; (2) Allied failed to meaningfully disclose its identity when it attempted to collect the alleged debt in violation of 15 U.S.C. Section 1692d(6); and (3) Allied improperly communicated with Bryan's mother and sister regarding the alleged debt in violation of 15 U.S.C. Section 1692c(b). In response to the lawsuit, Allied timely filed an Answer and a Motion for Judgment on the Pleadings for all of Bryan's claims because "Plaintiff has failed to allege facts sufficient to state a claim against [Defendant]." The proceedings were stayed when Allied a voluntary petition for Chapter 11 Bankruptcy in the Southern District of Texas. On December 7, 2020, Allied notified the Court that the bankruptcy proceedings were complete, and the automatic stay was lifted. Allied argued Bryan failed to state a claim under Section 1692e because the "Complaint does not allege that [Defendant] used false information or deceptive information in the course of debt collection." Judge Whitney disagreed, stating that this is precisely what Bryan alleged. The judge explained that it is plausible that an unsophisticated consumer acting with a quotient of reasonableness would find the act of intentionally causing a number to appear as "Unknown" to be false, misleading, or deceptive. Accordingly, Judge Whitney held that the plaintiff has stated a claim under 15 U.S.C. Section 1692e and Section 1692e(10) and denied the defendant's Motion with respect to Count I of the Complaint. Bryan also alleged that Allied violated the meaningful disclosure provision when it blocked its number so that it appeared as "Unknown" on her caller ID. Allied asserted, however, that it meaningfully disclosed its identity on the voicemail, notwithstanding the blocked number. Judge Whitney found that Bryan failed to cite any law in support of her contention that a debt collector must meaningfully disclose via the caller ID function before any actual communication occurs. Accordingly, because the Complaint did not allege that Allied failed to meaningfully disclose its identity, the judge granted the defendant's Motion with respect to Count II of the plaintiff's Complaint. Bryan alleged that Allied violated Section 1692c(b) when it left a voicemail on her cell phone that she listened to in the presence of her mother and sister, both of whom overheard the message as it played. Allied argued the Complaint did not state a claim under this section because the allegations amount to the "voluntary dissemination of information to third parties." Judge Whitney found no binding case law holding a debt collector liable under the FDCPA for a communication to a consumer overheard by a third-party. The allegations indicated that the Allied did not communicate with Bryan's mother and sister, but to Bryan, whose phone conveyed the message to her mother and sister because of her decision to listen to the voice mail in mixed company. “Simply put, leaving a message on a private, personal cell phone cannot be construed as a communication with a person other than the consumer who owns the phone; to hold otherwise would be to impermissibly expand the scope of the FDCPA and its intended purposes,” explained the judge. Accordingly, the judge granted the defendant's Motion with respect to Count III of the plaintiff's Complaint. A full-text copy of Judge Whitney's order, dated January 14, 2021, is available at https://tinyurl.com/y4o4ua9j from Leagle.com. About Allied Interstate LLC Allied Interstate provides financial services. The Company offers accounts receivable, customer retention, and debt collection services. ALPHA MEDIA: Files for Chapter 11 to Restructure $267M in Debt -------------------------------------------------------------- Alpha Media Holdings LLC and its affiliates sought Chapter 11 protection to pursue a balance-sheet restructuring. Alpha Media is the largest privately held radio broadcast and multimedia company in the United States. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 websites and countless mobile applications and digital streaming services. Alpha Media generates the majority of its revenue from the sale of advertising time on its radio stations to a wide range of local, regional, and national advertisers in consumer-focused industries, including automotive, entertainment, retail and financial services. Alpha Media's strong relationships with local communities and highly engaging live content have cultivated a passionate listener base and attractive platform for advertisers, both of which ultimately distinguish Alpha Media from other top radio broadcasters. Following a healthy financial performance in 2019, the Debtors experienced significant headwinds beginning in the first quarter of 2020 due to macroeconomic factors brought on by the COVID-19 pandemic. In response, the Debtors commenced the chapter 11 cases to implement the terms of a comprehensive, balance-sheet restructuring pursuant to a Restructuring Support Agreement, dated January 24, 2021, by and among the Debtors, their second lien lenders, and holders of their unsecured notes. The restructuring transactions contemplated by the Plan and Restructuring Support Agreement will effectuate a recapitalization of the Debtors' approximately $267 million of prepetition funded indebtedness, preserve the Debtors' ongoing business operations with limited interruption for their customers and employees, and ensure that the Debtors have access to sufficient liquidity not only to weather the economic downturn brought on by COVID-19, but to succeed upon emergence from bankruptcy. Contemporaneously, the Debtors filed a number of "first day" motions and are seeking orders granting various forms of relief intended to stabilize the Debtors' business operations and facilitate the efficient administration of the chapter 11 cases. The First Day Motions seek authority to, among other things, ensure sufficient liquidity to run the Debtors' business, ensure the continuation of the Debtors' cash management systems, and allow for other business operations without interruption. Prepetition Capital Structure As of Jan. 24, 2021, the Debtors' capital structure consists of outstanding funded-debt obligations in the aggregate principal and interest amount of $267 million: * $74,973,882 outstanding under a First Lien Term Loan with DBD AMAC LLC ("Fortress") as agent; * $15,044,178 outstanding under a first lien revolver with DBD AMAC ("Fortress") as agent; * $72,644,839 outstanding under second lien notes due Aug. 25, 2022, issued pursuant to an indenture with ICG Debt Administration LLC as trustee; and * $103,594,387 in unsecured notes due Feb. 25, 2023. Antares Capital LLC ("Prior Prepetition First Lien Agent") acted as administrative agent under the First Lien Credit Agreement, until the lenders under the First Lien Credit Facility ("Prior Prepetition First Lien Lenders") sold their first lien debt holdings on Jan. 15, 2021 to Fortress, who thereafter assumed the role as administrative agent. About Alpha Media Alpha Media is a privately held radio broadcast and multimedia company. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 Web sites and countless mobile applications and digital streaming services. Alpha Media Holdings LLC and 15 affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 21-30209) on Jan. 25, 2021. Alpha Media estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped SHEPPARD MULLIN, RICHTER & HAMPTON LLP as general bankruptcy counsel; KUTAK ROCK LLP as local bankruptcy counsel; MOELIS & COMPANY as financial advisor; and ERNST & YOUNG LLP as restructuring advisor. BANKRUPTCY MANAGEMENT SOLUTIONS, INC., d/b/a STRETTO is the claims agent. ALPHA MEDIA: Opts for ICG Debt-Equity Swap Over Fortress Sale Push ------------------------------------------------------------------ Alpha Media Holdings LLC and its affiliates sought Chapter 11 protection after selecting a debt-to-equity plan proposal by second lien noteholders over an alternate proposal from entities that recently purchased first lien debt. The radio broadcasting industry has been severely affected by the coronavirus pandemic. Like its competitors, Alpha Media has seen its revenues fall as its customers -- the majority of whom are small to mid-size business that have been severely and adversely affected by COVID-19 -- have reduced their advertising budgets to weather the economic downturn. In response to deteriorating market conditions, the Debtors implemented wage reductions, furloughs, and reductions in force. Despite these efforts, however, the Debtors' financial condition had deteriorated significantly by April 2020. As a result, the Debtors retained Moelis & Company, LLC as their investment banker to evaluate potential strategic alternatives. In May 2020, after receiving a going concern qualification in connection with their 2019 audit, the Debtors obtained a forbearance from the Prior Prepetition First Lien Secured Parties, the Second Lien Secured Parties, and certain holders of their unsecured notes. The Debtors obtained a subsequent forbearance from these parties which expired in July 2020, and the Prior Prepetition First Lien Secured Parties provided a third forbearance which expired on August 3, 2020. During the initial forbearance period, the Debtors retained Sheppard Mullin Richter & Hampton LLP as lead restructuring counsel, and the Debtors, with the assistance of their advisors, began working with key stakeholders to develop the terms of a transaction that would deleverage the Debtors' balance sheet and provide additional liquidity. In early June 2020, Stephens Capital Partners LLC and Breakwater Management LP, each an equity owner of the Debtors and which collectively hold approximately 35% of Alpha Holding's existing equity, reached out to the Debtors' advisors with a proposal to restructure the Debtors' debt obligations which provided for, among other things, an infusion of $32.5 million of new financing in exchange for approximately two-thirds of the equity in the reorganized company, with the Debtors retaining the option to buy back the remaining one-third of the equity for $45 million within the first 24 months following the reorganization. On June 25, 2020, in response to the proposal put forth by Stephens and Breakwater, the board of directors of Alpha Holdings appointed two new independent directors to its board of directors and created a special independent committee of Alpha Holdings' board, comprised solely of such two new independent directors, to review and make recommendations to Alpha Holdings' board regarding potential restructuring and recapitalization transactions. Around this time, the Debtors retained EY Turnaround Management Services LLC ("EY") as their financial restructuring advisor to further support the restructuring negotiations. On July 8, 2020, ICG Debt Administration LLC, as agent for Second Lien Noteholders, presented the Debtors and the Prior Prepetition First Lien Secured Parties with an alternative proposal to restructure the Debtors' capital structure through an infusion of up to $30 million in the form of a delayed draw term loan with the Debtors' first lien lenders receiving their full claim in new first lien debt (the "ICG Refinancing Proposal"). Similarly, on July 28, 2020, Stephens and Breakwater provided the Debtors and their advisors with a renewed restructuring proposal whereby Stephens and Breakwater would provide $32.5 million of cash to the Debtors which would allow the Debtors to pay down a portion of their first lien debt, add liquidity to the balance sheet, and pay fees and expenses associated with the reorganization. After discussions with Moelis and their other advisors, the Debtors ultimately decided that neither the ICG Refinancing Proposal nor the Stephens-Breakwater Refinancing Proposal provided terms that would adequately address and right-size the Debtors' existing funded debt obligations and provide an adequate level of new liquidity. In August and September 2020, having not coalesced around the terms of a viable restructuring alternative with its lenders or any other party in interest, the Debtors and Moelis determined to launch a capital raise process to potentially refinance the Debtors' funded indebtedness and provide the Debtors with an alternative option. In particular, Moelis reached out to 13 potential investors, six of whom agreed to sign a nondisclosure agreement and receive a marketing presentation. Ultimately, the Debtors received preliminary financing terms from three parties, each subject to diligence. The parties that submitted feedback to the Debtors and their advisors communicated that a meaningful equity cushion would be a prerequisite to any refinancing of the Debtors' first lien debt. In addition, the parties that expressed interest were subsequently introduced to Stephens and Breakwater as potential financing providers given the new equity that Stephens and Breakwater had proposed investing in the Debtors. In October 2020, Stephens and Breakwater provided the Debtors and their advisors with a revised proposal to acquire substantially all of the Debtors' assets for $120 million, financed with $80 million of new first lien indebtedness and $40 million of new equity. Several weeks later, the Debtors and their advisors received two term sheets for the provision of debtor in possession financing: one from ICG and the other from the Prior Prepetition First Lien Lenders in support of the revised Stephens-Breakwater Refinancing Proposal. The Prior Prepetition First Lien Lenders' proposal sought to finance the sale of substantially all of the Debtors' assets through a chapter 11 process. For its part, ICG's proposal contemplated a $37.5 million new money commitment in connection with a prepackaged bankruptcy in which the Debtors' existing second lien debt and Prepetition HoldCo Notes would be converted to equity (the "ICG Prepack Proposal"). In connection with the ICG Prepack Proposal, ICG committed in principle to provide a $15 million second lien, debtor-in-possession financing facility to fund the prepackaged process through confirmation (the "Consensual Junior ICG DIP Proposal"). ICG's offer to provide the Consensual Junior ICG DIP Proposal, however, was predicated upon the Debtors' agreeing to pursue the ICG Prepack Proposal rather than any other restructuring alternative. Throughout November 2020, while continuing to negotiate with ICG on the terms of the ICG Prepack Proposal and the Consensual Junior ICG DIP Proposal, the Debtors and their advisors worked with Stephens and Breakwater on the final terms of their sale proposal. Given the Prior Prepetition First Lien Secured Parties' offer to fund the Debtors through a section 363 sale process and the fact that no other party in interest had come forward to provide a viable proposal to refinance the Debtors' funded debt obligations out-of-court, the Debtors in their business judgment concluded that the contemplated sale could be best implemented in chapter 11, and Stephens and Breakwater agreed to be the stalking horse bidder (the "Stephens-Breakwater Sale Proposal"). In early December 2020, counsel for ICG submitted a draft restructuring support agreement to the Debtors' advisors predicated upon the principal terms of the ICG Prepack Proposal and corresponding Consensual Junior ICG DIP Proposal. After further discussions with ICG, Antares, and the Debtors' advisors on the relative merits of the ICG Prepack Proposal and the Stephens-Breakwater Sale Proposal, the Prior Prepetition First Lien Secured Parties indicated their desire to support the ICG Prepack Proposal in lieu of providing postpetition financing in connection with the Stephens-Breakwater Sale Proposal. Given the Prior Prepetition First Lien Secured Parties' support for the ICG Prepack Proposal -- which ultimately left the Debtors with the ICG Prepack Proposal as the only viable restructuring alternative -- the Debtors' board of directors, following the recommendation of the Special Independent Committee, determined that the best way to maximize value for their stakeholders was to finalize documentation with the Prior Prepetition First Lien Secured Parties and the Prepetition Second Lien Secured Parties with the intention of commencing chapter 11 cases to confirm a prepackaged chapter 11 case predicated, in large part, on the terms set forth in the ICG Prepack Proposal. Throughout the rest of December 2020 and early January 2021, the Debtors and their prepetition lenders worked diligently to finalize the documentation necessary to commence prepackaged cases. On Jan. 8, 2021, having prepared substantially final drafts of the prepackaged chapter 11 plan and related disclosure statement, the Debtors formally commenced solicitation of votes on the prepackaged plan. On Jan. 15, 2021, the last day on which creditors entitled to vote on the prepackaged plan were permitted to submit their votes, the Debtors' advisors received formal notice from the Prior Prepetition First Lien Secured Parties that the Prior Prepetition First Lien Lenders had sold their first lien debt position to affiliates of Fortress. Fortress soon made it clear to the Debtors' advisors and advisors to ICG that it was not willing to immediately agree to support the prepackaged chapter 11 plan or provide a postpetition financing facility like the Consensual Junior ICG DIP Proposal. In the days following the sale of the first lien loans, given that the ICG Prepack Proposal and Consensual Junior ICG DIP Proposal were no longer available, the Debtors' advisors worked around the clock to negotiate the terms of a deal that would allow the Debtors to commence chapter 11 cases, access debtor-in-possession financing, and effectuate a balance-sheet restructuring. Both Fortress and ICG submitted proposals to the Debtors' advisors for the provision of senior debtor-in-possession financing. Fortress's postpetition financing proposal was predicated upon, among other things, a bankruptcy sale process without a stalking horse. ICG's postpetition financing proposal contemplated prearranged chapter 11 cases through which the Debtors' prepetition second lien lenders would have their prepetition claims equitized under the plan of reorganization. After discussing with their advisors and concluding that Fortress's proposal was not viable, the Debtors ultimately determined, in their business judgment, that ICG's proposal for senior postpetition financing in connection with prearranged chapter 11 cases offered them the best opportunity to address their prepetition obligations and access liquidity on value-maximizing terms. Under the terms of the proposed restructuring, which is memorialized in the Restructuring Support Agreement and the Plan, ICG has agreed to provide $37.5 million of new money in the form of a second lien secured note purchase facility, $20 million of which represents the conversion, upon the Debtors' emergence from bankruptcy, of the senior priming postpetition debtor-in-possession financing that ICG has agreed to provide. Pursuant to the Plan, the holders of claims related to the Debtors' obligations under the Second Lien Notes Agreement will be converted to equity in the reorganized company. In addition, all general unsecured claims are riding through the bankruptcy unimpaired and will be paid in the ordinary course of business, and the Debtors' obligations to their employees, customers, and trade vendors will be largely unaffected by these chapter 11 cases. About Alpha Media Alpha Media is a privately held radio broadcast and multimedia company. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 Web sites and countless mobile applications and digital streaming services. Alpha Media Holdings LLC and 15 affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 21-30209) on Jan. 25, 2021. Alpha Media estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped SHEPPARD MULLIN, RICHTER & HAMPTON LLP as general bankruptcy counsel; KUTAK ROCK LLP as local bankruptcy counsel; MOELIS & COMPANY as financial advisor; and ERNST & YOUNG LLP as restructuring advisor. BANKRUPTCY MANAGEMENT SOLUTIONS, INC., d/b/a STRETTO is the claims agent. ALPHA MEDIA: Unsecured Creditors Unimpaired in Debt-for-Equity Plan ------------------------------------------------------------------- Alpha Media Holdings LLC, et al., submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement. On Jan. 21, 2021, the Debtors, their second lien noteholders, and their Holdco noteholders entered into the Restructuring Support Agreement. Since executing the RSA, the Debtors have documented the terms of the pre-arranged restructuring contemplated thereby, including the Plan. The restructuring transactions contemplated by the Plan will significantly reduce the Debtors' funded debt obligations and result in a stronger balance sheet for the Debtors. The Plan proposes to treat claims and interests as follows: * Holders of first-lien debt claims totaling $90,018,060 in Class 2 will recover 100% of their claims. Holders of first-lien debt claims will receive the first lien recovery notes or payment in full in cash on the Effective Date. Class 2 is impaired. * Holders of Second Lien Notes totaling $72,644,839 in Class 3 will recover 41% to 83% of their claims. Each Class 3 holder will receive its share, on a pro-rata basis, of 100% of the equity of the reorganized company, subject to dilution by the management incentive plan. Class 3 is impaired. * Holders of Prepetition HoldCo Notes totaling $103,931,488 in Class 4 will recover 0% of their claims. Each holder of the notes will receive no distribution on account of such claim. Class 4 is impaired and deemed to reject the Plan. * Holders of General Unsecured Claims totaling $8,500,000 in Class 5 will recover 100% of their claims. Each general unsecured creditor will have its claim reinstated and will be satisfied in full in the ordinary course of business. Class 5 is unimpaired. * Holders of TopCo interests in Class 6 will recover 0%. On the Effective Date, the Topco Interests will be canceled and extinguished. Class 6 is impaired and deemed to reject the Plan. All consideration necessary for the Reorganized Debtors to make payments or distributions pursuant to the Plan will be obtained from the up to $20 million DIP Facility from the Noteholders, the $37.5 million Exit Second Lien Note Facility from the Noteholders, or other cash from the Debtors, including cash from business operations. A full-text copy of the Disclosure Statement dated January 25, 2021, is available at https://bit.ly/3iZOSS5 from https://cases.stretto.com at no charge. About Alpha Media Alpha Media is a privately-held radio broadcast and multimedia company. Formed in 2009 by a veteran radio executive, Alpha Media grew through acquisitions and now owns or operates more than 200 radio stations that provide local news, sports, music, and entertainment to a weekly audience of more than 11 million listeners in 44 communities across the United States. In addition to its radio stations, Alpha Media provides digital content through more than 200 Web sites and countless mobile applications and digital streaming services. Alpha Media Holdings LLC and 15 affiliates sought Chapter 11 protection (Bankr. E.D. Va. Case No. 21-30209) on Jan. 25, 2021. Alpha Media estimated assets of $10 million to $50 million and liabilities of $50 million to $100 million as of the bankruptcy filing. The Hon. Kevin R. Huennekens is the case judge. The Debtors tapped SHEPPARD MULLIN, RICHTER & HAMPTON LLP as general bankruptcy counsel; KUTAK ROCK LLP as local bankruptcy counsel; MOELIS & COMPANY as financial advisor; and ERNST & YOUNG LLP as restructuring advisor. BANKRUPTCY MANAGEMENT SOLUTIONS, INC., d/b/a STRETTO is the claims agent. ALTIUM PACKAGING: S&P Rates New $1.050BB First-Lien Term Loan 'B+' ------------------------------------------------------------------ S&P Global Ratings said that it has assigned its 'B+' issue-level rating and '3' recovery rating to Altium Packaging LLC's proposed $1.050 billion first-lien term loan. The '3' recovery rating indicated S&P's expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. The company is issuing the $1.050 billion term loan to fully redeem its existing $830 million term loans, fund a $200 million shareholder distribution, and pay associated financing costs, with any remaining proceeds retained as balance sheet cash. S&P said, "We estimate that pro form debt leverage will be approximately 6.5x (based on trailing Sept. 30, 2020 S&P Global Ratings' adjusted figures). While the transaction will weaken debt leverage by roughly 1.25x, the company's credit metrics remain well within the range appropriate for the current rating (7x or above downgrade threshold). The company performed well in 2020, as tailwinds from the coronavirus pandemic, acquisition contributions, and positive organic volumes help to drive strong EBITDA growth (25% year-over-year growth for the 12 months ended Sept. 30, 2020). We expect this momentum to continue into 2021, which should enable Altium to quickly deleverage. As such, there is no impact to our 'B+' issuer credit rating on Altium." Atlanta, Ga.-based Altium Packaging LLC is a designer and manufacturer of resin-based rigid packaging solutions, servicing a wide range of end-markets, such as food and beverage, neutra/pharmaceuticals, homecare, and auto/industrials, primarily based in the U.S. Issue Ratings - Recovery Analysis Key analytical factors -- S&P is assigning its 'B+' issue level rating and '3' recovery rating to Altium's proposed $1.050 billion first-lien term loan. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery in the event of a payment default. -- S&P's simulated default scenario assumes a payment default in 2025 stemming from a depressed economic backdrop that causes a precipitous decline in sales volumes. At the same time, competition intensifies and rising raw material costs pressure margins and cash flow. As a result, cash flow is insufficient to cover debt obligations, capital expenditures, and working capital needs. -- Eventually, the company's liquidity and capital resources become strained to the point that it cannot continue to operate without a bankruptcy filing. -- S&P values Altium on a going-concern basis, since it believes company creditors would realize greater recovery through reorganization rather than liquidation. -- S&P valued the company using a 5x multiple of its projected emergence EBITDA, yielding a gross enterprise value of $653.1 million. -- S&P assumes the company's $175 million asset-based lending (ABL) facility is 60% drawn at the time of default. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA at emergence: $130.5 million -- EBITDA multiple: 5x -- Gross recovery value: $653.1 million Simplified waterfall -- Net enterprise (after 5% administrative expenses): $620.4 million -- Valuation split (obligors/nonobligors): 100%/0% -- Priority claims (ABL Facility): $96.5 million -- Value available to first-lien debt claims: $523.9 million -- Estimated secured first-lien debt claims: $1.035.7 billion -- Recovery expectations: 50-70%; rounded estimate: 50% Note: All debt amounts include six months of prepetition interest. AMC ENTERTAINMENT: Imminent Bankruptcy Off The Table For Now ------------------------------------------------------------ AMC Entertainment Holdings Inc. (NYSE: AMC), the largest movie theatre company in the United States and globally, announced Jan. 25, 2021, that since Dec. 14, 2020, it has successfully raised or signed commitment letters to receive $917 million of new equity and debt capital. This increased liquidity should allow the company to make it through this dark coronavirus-impacted winter. Of this $917 million in much-welcomed monies, AMC has raised $506 million of equity, from the issuance of 164.7 million new common shares, along with the previously announced securing of $100 million of additional first-lien debt and the concurrent issuance of 22 million new common shares to convert $100 million of second-lien debt into equity. In addition, the Company has executed commitment letters for $411 million of incremental debt capital in place through mid-2023, unless repaid before then, through the upsizing and refinancing of its European revolving credit facility. On this new European debt, AMC has the option of paying non-cash PIK interest throughout its duration. All amounts are prior to factoring in transaction costs, investment banking fees and original issue discounts. Based on a variety of assumptions, including future attendance levels, the Company estimates that its financial runway has been extended deep into 2021. AMC also is presuming that it will continue to make progress in its ongoing dialogue with theatre landlords about the amounts and timing of owed theatre lease payments. Given the push to vaccinate the general population, an increase in cinema attendance seems likely, although AMC notes that no one knows for sure the future course of this and other strains of the coronavirus, and therefore thoughts as to future cash needs of AMC are uncertain. Investors are cautioned accordingly. Adam Aron, AMC CEO and President, said in the Jan. 25 statement, "Today, the sun is shining on AMC. After securing more than $1 billion of cash between April and November of 2020, through equity and debt raises along with a modest amount of asset sales, we are proud to announce today that over the past six weeks AMC has raised an additional $917 million capital infusion to bolster and solidify our liquidity and financial position. This means that any talk of an imminent bankruptcy for AMC is completely off the table." Aron added, "Looking ahead, for AMC to succeed over the medium term, we are going to need for much of the general public in the U.S. and abroad to be vaccinated. To that end, we are grateful to the world's medical communities for their heroic efforts to thwart the COVID virus. Similarly, we welcome the commitment by the new Biden administration and of other governments domestically and internationally to a broad-based vaccination program." According to Bloomberg, the world's largest cinema chain's shares soared as much as 37% in New York trading Monday, January 25, 2021, and were up 23% to $4.33 at 9:48 a.m. And AMC's bonds were among the biggest gainers in the U.S. high-yield market. The second-lien notes rose as much as 12.75 cents on the dollar to a high of 52.25 cents, according to Trace bond trading data. About AMC Entertainment Holdings AMC Entertainment Holdings, Inc., is engaged in the theatrical exhibition business. It operates through theatrical exhibition operations segment. It licenses first-run motion pictures from distributors owned by film production companies and from independent distributors. The Company also offers a range of food and beverage items, which include popcorn; soft drinks; candy; hot dogs; specialty drinks, including beers, wine and mixed drinks, and made to order hot foods, including menu choices, such as curly fries, chicken tenders and mozzarella sticks. AMC operates over 900 theatres with 10,000 screens globally, including over 661 theatres with 8,200 screens in the United States and over 244 theatres with approximately 2,200 screens in Europe. The Company's subsidiary also includes Carmike Cinemas, Inc. AMC was forced to shutter its theaters when the Covid-19 pandemic struck in March 2020. It has reopened its theaters but admissions have been substantially low. The world's biggest theater chain said in an October 2020 filing that liquidity will be largely depleted by the end of 2020 or early 2021 if attendance doesn't pick up, and it's exploring actions that include asset sales and joint ventures. AMC ENTERTAINMENT: S&P Raises ICR to 'CCC-'; Outlook Negative ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on Kansas City-based AMC Entertainment Holdings Inc. to 'CCC-' from 'SD' (selective default). S&P also raised its issue-level rating on AMC's remaining second-lien notes to 'C' from 'D' At the same time, S&P lowered its issue-level rating on AMC's first-lien debt to 'CCC-' from 'CCC' and revised the recovery rating to a '3' from a '2' due to the incremental amount of secured debt in the capital structure. The negative outlook reflects S&P's view that a default or another distressed exchange remains highly likely over the next six months, absent unanticipated significantly favorable changes in the company's operating performance. Recent capital raises have improved AMC's near-term liquidity but its capital structure remains unsustainable. AMC has announced a proposed issuance of a GBP400 million term loan at its U.K.-based Odeon subsidiary. The proceeds will be used to refinance its existing GBP100 million revolver (unrated) at that entity and to provide liquidity. The company also disclosed that it raised about US$406 million through its at-the-market equity program since its last liquidity update in December. S&P said, "The company has 63.3 million shares remaining under existing authorizations and we expect them to continue to be aggressive in raising capital. However, despite the recent capital raises, the company expects it only has sufficient liquidity to maintain operations to July 2021. As a result, we believe AMC remains dependent on further capital raises or favorable business performance to meet its financial obligations. Even if the company makes it past July 2021 and survives the coronavirus pandemic's impact on operating performance, it will carry unsustainably high leverage and face significant deferred interest and lease costs that it will likely be unable to pay. We believe a default or distressed exchange remains likely over the next six months as the company continues to explore solutions to maintain liquidity and reduce its heavy debt burden." AMC needs to obtain covenant waivers to avoid a covenant breach within the next six months. AMC has a 6x net senior secured leverage covenant on its U.S. revolver that is in effect when more than 35% is drawn. The revolver is fully drawn, and the company currently has a waiver in effect for this covenant that expires in the second quarter of 2021. The company will likely need to negotiate with the banks that hold the revolver to obtain an amendment to avoid an event of default. Additionally, the company has disclosed in its quarterly filings that substantial doubt exists about its ability to continue as a going concern. S&P said, "Even with recent capital raises, we believe it is likely that AMC's auditors will issue a going-concern opinion related to the uncertainty in the recovery in theater attendance. This would be a default under its first-lien credit agreement and would require the company to negotiate a waiver with its first-lien lenders to avoid a default. Since this would require the company to negotiate with the entire lender group, instead of just the banks in the revolver, we believe it would be much more difficult to obtain a waiver to cure the default related to the auditor's opinion." "We think cinema exhibitors' revenue and cash flow will not recover to pre-COVID-19 levels until at least 2022. We expect global cinema attendance will not begin to recover until the second half of 2021, due to the ongoing delays of film releases by major studios because of the pandemic, and the risk of additional lockdown measures. Attendance will also remain constrained by consumers' health and safety concerns, and social-distancing measures that will remain in place until a vaccine is widely distributed--which could be around mid-2021--and will not recover to 2019 levels (on a per film basis) until 2022. We therefore forecast that cinema attendance and global box office revenue will be more than 50% lower in 2021 compared with 2019 and will not recover to pre-COVID-19 levels until 2022, if ever." "The negative outlook indicates our view that AMC could face a liquidity shortfall over the next six months and that the company could pursue a default or distressed exchange, absent unanticipated significantly favorable changes in theater attendance. We believe further debt restructuring is all but inevitable even if theater attendance were to return to pre-pandemic levels." S&P could lower its ratings in the near term if: -- Theater attendance does not improve, such that AMC experiences a liquidity shortfall because it could not reduce its cash burn. -- The company missed an interest payment and S&P did not expect it to be paid within the grace period (S&P Global Ratings views this as a default). -- The company announces any type of debt restructuring that S&P views as detrimental to the interest of the existing debtholders (S&P Global Ratings views this as a selective default). Although unlikely, S&P could raise the rating if AMC were able to secure additional liquidity without further burdening its capital structure and its cash generation improves following a stronger recovery in cinema attendance and operating performance than it currently expects. AMC NETWORKS: S&P Rates New $500MM Senior Unsecured Notes 'BB' -------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level rating and '3' recovery rating to AMC Networks Inc.'s proposed $500 million senior unsecured notes due 2029. The '3' recovery rating indicates its expectation for meaningful (50%-70%; rounded estimate: 50%) recovery of principal in the event of a payment default. The company plans to use the proceeds from these notes to refinance the remaining $400 million of its 4.75% senior unsecured notes due 2022 and $100 million of its 5% senior unsecured notes due 2024. S&P views this unsecured debt refinancing as leverage neutral. S&P's 'BB' issuer credit rating and stable outlook on AMC are unchanged and continue to reflect its expectation that it will maintain adjusted leverage in the low-3x area over the next 12 months supported by its stable relationships with multichannel video programming distributors (MVPDs) and the wide distribution of its pay-TV networks. ANDREW YOUNG: Surplus' $53K Sale of Gary Property to Windy Approved ------------------------------------------------------------------- Judge James R. Ahler of the U.S. Bankruptcy Court for the Northern District of Illinois authorized Surplus Management Systems, LLC, an affiliate of Andrew L. Young, to sell the following four parcels of real property to Windy City Private Equity Trust No. 837-20210613 for $53,000, on the terms of their Indiana Commercial Real Estate Purchase Agreement, "as is" free and clear of all liens, claims and encumbrances: (i) 2830 Hanley St., Gary, IN; Parcel ID #45-07-13-452-016.000-003 6737 SF Thiel's Black Oaks Lot 18, Block 1; (ii) 2880 Hanley St., Gary, IN; Parcel ID #45-07-13-452-021.000-003 8152 SF Thiel's Black Oaks Lot 23, Block 1; (iii) 2871 Burr St., Gary, IN; Parcel ID #45-07-13-451-004.000-003 3511 SF Thiel's Black Oaks Block 2, Easterly Part of Lots 29 & 30; and (iv) 2843 Burr St., Gary, IN; Parcel ID # 45-07-13-451-003.000-003 797 SF Thiel's Black Oaks Block 2, easterly Part of Lot 31. Young is authorized to sign, execute and deliver such other documents on behalf of Surplus as are necessary to effectuate the sale of the Property pursuant to the Order. The net proceeds of the sale of the Property after payment of applicable closing costs will be deposited in Surplus' DIP bank account and held subject to an order of the Court that is subsequent to the sale closing date and that order specifically authorizes the disbursement of the sale proceeds. Within seven days after the closing of the sale, Surplus will file the report of sale required by Fed. R. Bankr. P. 6004(f)(1) and serve said report on the parties identified in Local Rule B-6004-1(a). The 14-day stay under Fed. R. Bankr. P. 6004(h) is waived for cause and the Order is effective immediately. Wadsworth, Illinois-based Andrew L. Young filed for Chapter 11 bankruptcy protection on November 23, 2009 (Bankr. N.D. Ill. Case No. 09-44322). Gregory K. Stern, Esq., at Gregory K. Stern, P.C., assists the Company in its restructuring effort. The Company was estimated to have assets at $10 million to $50 million in assets and liabilities at $1 million to $10 million in its Chapter 11 petition. AUTHENTIC HOSPITALITY: Quik Capital Wants Disclosures Improved -------------------------------------------------------------- Quik Capital, LLC, d/b/a Quikstone Capital Solutions, filed a limited objection to Authentic Hospitality Group Inc.'s Disclosure Statement. Quik Capital points out that the Plan and Disclosure Statement both recognize that Quik Capital's claim is secured. However, there is no language in either the Plan or Disclosure Statement that indicates that Quik Capital's security interest will pass through bankruptcy unaffected and that Quik Capital will retain its lien against the Debtor's assets post-confirmation. Quik Capital further points out that in the discussions between undersigned counsel and Debtor's counsel, the Debtor's counsel recognized that Quik Capital should retain its lien. Accordingly, Quick Capital asserts that the Plan and Disclosure Statement should be amended in order to provide for the said language. Quik Capital notes that the projections attached to the Disclosure Statement do not provide for any increases in either revenue or expenses over the entire 10-year period under which plan payments will be made. It avers that this simply does not seem realistic, which gives Quik Capital concern that the information provided in the Disclosure Statement is not adequate for creditors to make informed decisions. Quik Capital asserts that it is unclear whether the Debtor would be responsible for the increases (i.e. what are the terms of the Debtor's lease). It notes that while the Disclosure Statement provides that all leases will be assumed, the terms of the lease with the landlord are not disclosed. Attorneys for Quik Capital: Robert F. Reynolds SLATKIN & REYNOLDS, P.A. One East Broward Boulevard, Suite 609 Fort Lauderdale, Florida 33301 Telephone: 954.745.5880 Facsimile: 954.745.5890 E-mail: rreynolds@slatkinreynolds.com About Authentic Hospitality Group Authentic Hospitality Group Inc. -- https://ilovetacosrestaurant.com/ -- is a privately held company in the restaurant industry. It serves authentic Mexican cuisine in all of South Florida. It previously sought bankruptcy protection on Dec. 2, 2019 (Bankr. S.D. Fla. Case No. 19-26119). Authentic Hospitality Group again filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-12883) on March 2, 2020. The petition was signed by Monica Angulo, president. At the time of the filing, the Debtor disclosed $2,875,207 in assets and $3,270,967 in liabilities. Judge Scott M. Grossman oversees the case. Van Horn Law Group Inc. is the Debtor's legal counsel. AVG WEST: Unsecured Creditors to Be Paid in Full in 12 Months ------------------------------------------------------------- AVG West, LLC, submitted a Plan and a Disclosure Statement on Jan. 20, 2021. The Plan is a plan of reorganization. The Debtor will continue its business after the Confirmation Date. The Debtor owns 21.7 acres of unimproved land located in the city of Winter Haven, Polk County, Florida. The Debtor will fund the Plan by developing part or all the Property into multi-family apartment homes for sale or rent within one year from the Effective Date of the Plan; however, the Debtor also reserves the right to sell all or part of the Property if needed to fund payments under the Plan. The Debtor's assets consist of the Property, with a value of $4,320,000 as of the Petition Date. Class 4 Allowed General Unsecured Claims will be paid in full in 12 equal monthly installments of principal and interest, commencing on the first day of the first calendar month following the Effective Date and continuing on the first day of each month thereafter until paid in full. Interest will begin to accrue on the Effective Date at the rate of 2% per annum. This class is impaired, and any holder of a claim in this class is entitled to vote to accept or reject the Plan. A full-text copy of the Disclosure Statement dated Jan. 20, 2021, is available at https://bit.ly/3pdG1OJ from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About AVG West AVG West, LLC, is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns approximately 21.7 acres of unimproved land located in the city of Winter Haven, Polk County, Florida. It intends to develop the property into multi-family apartment homes. On Nov. 4, 2020, AVG West sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43414). AVG West President Tim Barton signed the petition. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. Judge Mark X. Mullin oversees the case. Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's counsel. BAINBRIDGE UINTA: Modifying Approved Bid Procedures for All Assets ------------------------------------------------------------------ Bainbridge Uinta, LLC, and Bainbridge Uinta Holdings, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas their response to the Clerk's Correspondence requesting an order or notice of hearing regarding their proposed auction sale of substantially all assets to the highest and/or best bidder pursuant to the Bid Procedures Order, entered Oct. 30, 2020, if and only if they elect to proceed with a 363 Sale instead of a Chapter 11 Plan. On Oct. 20, 2020, the Debtors filed notice of a Framework Agreement to outline a potential consensual approach of these cases with their prepetition secured lender, White Oak Global Advisors, LLC. Per the Framework Agreement, they are concurrently soliciting (i) bids for a potential Sale and (ii) proposals to sponsor a potential chapter 11 plan, with the goal of pursuing the option that best maximizes value for the estates and creditors. Petrie Partners Securities, LLC has been retained as the Debtors' investment banker to market their assets and advise on the proposed Transaction. On Oct. 30, 2020, the Court entered an order approving Bid Procedures for a potential Transaction. Among other things, the Bid Procedures Order set a hearing to consider approval of a Sale Transaction on Dec. 23, 2020 at 9:30 a.m. (CST). The Debtors filed the Sale Motion on Nov. 24, 2020, requesting approval of a potential Sale Transaction in the event that the Debtors, White Oak, and Petrie elected to pursue consummation of a Sale. The Debtors and Petrie have continued to vigorously market the Debtors' assets at all times since the Sale Motion was filed, and those efforts have fortunately generated meaningful interest in the Debtors' assets. Based on the Sale bids and Plan proposals currently under discussion, the Consultation Parties determined that an extension of the solicitation process would increase competition and allow for a potential Transaction with certain interested parties that arrived late in the process. Accordingly, the Debtors are working on terms of an agreed order to modify the Bid Procedures that will extend certain dates and deadlines therein. Once the new dates are deadlines are finalized, they will immediately file a motion asking approval of the agreed order and a rescheduling of the Sale Hearing. The Debtors anticipate that such motion will be filed within the next seven to 10 days. About Bainbridge Uinta Bainbridge Uinta, LLC, develops and operates fields to extract crude oil and natural gas. Bainbridge Uinta sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Tex. Case No. 20-42794) on Sept. 1, 2020. In the petition signed by CEO Paul D. Ching, the Debtor was estimated to have assets of between $50 million and $100 million and liabilities of between $50 million and $100 million. Joseph M. Coleman, Esq. of Kane Russell Coleman Logan PC serves as counsel to the Debtors. Oak Hills Securities Inc. has tapped as financial advisor to the Debtors. Stretto is the Debtors' claims and noticing agent. BELK INC: To Remain Sycamore-Owned in Prepackaged Plan ------------------------------------------------------ Department store chain Belk Inc. announced Jan. 26, 2021, that it plans to file for Chapter 11 bankruptcy protection to complete a debt restructuring. The North Carolina-based department store chain entered into a restructuring support agreement with its majority owner, Sycamore Partners, with the holders of more than 75 percent of its first-lien term loan debt and holders of 100 percent of its second-lien term loan debt to reduce its debt by approximately $450 million. The Restructuring Support Agreement (RSA) will also extend maturities on all term loans to July 2025. Under the terms of the RSA, Sycamore Partners will retain majority control of Belk. The retailer has received financing commitments for $225 million in new capital from Sycamore Partners, investment firms KKR and Blackstone Credit, and certain existing first-lien term lenders. Under the RSA, members of an ad hoc crossover lender group led by KKR Credit and Blackstone Credit and other participating lenders will acquire minority ownership. Under the RSA, suppliers will be unimpaired and will continue to be paid in the ordinary course for all goods and services provided to the company. Belk plans to continue normal operations throughout its financial restructuring process. Customers will continue to receive access to merchandise and services when shopping at Belk's stores and online. The infusion of new capital will support Belk's investment in strategic initiatives, including delivering an omnichannel shopping experience and expanding Belk’s product offerings in Home Goods, Outdoor and Wellness. "Belk has a 130-year legacy of providing quality products at great prices," said Lisa Harper, Belk CEO. "Like all retailers navigating COVID-19, our priority has been the safety of our associates, customers and communities. As the pandemic's ongoing effects have continued, we've been assessing potential options to protect our future. We're confident that this agreement puts us on the right long-term path toward significantly reducing our debt and providing us with the greater financial flexibility to meet our obligations and to continue investing in our business, including further enhancements and additions to Belk's omnichannel capabilities." Belk expects to complete the financial restructuring transaction through an expedited "pre-packaged" reorganization under Chapter 11 of the U.S. Bankruptcy Code. The company expects the transaction to complete by the end of February. Kirkland & Ellis LLP is serving as legal adviser, Lazard serves as a financial adviser and Alvarez & Marsal North America, LLC, is acting as a restructuring adviser to Belk. Latham & Watkins LLP is serving as legal advisor to Sycamore Partners. Willkie Farr & Gallagher LLP is serving as legal advisor, PJT Partners LP is serving as financial advisor to the Ad Hoc Crossover Lender Group. O'Melveny & Myers LLP is serving as legal advisor and Evercore is serving as financial advisor to the Ad Hoc First Lien Lender Group. About Belk Inc. Belk, Inc., is an American department store chain founded in 1888 by William Henry Belk in Monroe, North Carolina. Now based in Charlotte, North Carolina, serves customers at nearly 300 Belk stores in 16 Southeastern states, at belk.com and through the mobile app. The company was acquired by Sycamore Partners in a transaction valued at $3 billion in December 2015. BENEFITMALL: Moody's Affirms B2 CFR & Alters Outlook to Negative ---------------------------------------------------------------- Moody's Investors Service affirmed BMC Acquisition, Inc.'s ("BenefitMall") ratings, including the B2 Corporate Family Rating, the B2-PD Probability of Default Rating and the B2 senior secured ratings. The outlook was changed to negative from stable. The outlook revision to negative reflects BenefitMall's smaller scale and more concentrated business profile following the divestiture of the payroll business, higher expected debt leverage, history of aggressive liquidity management, and macroeconomic uncertainty. The affirmation reflects BenefitMall's improved liquidity and margin profile as a result of the sale of BenefitMall's payroll business to Automatic Data Processing, Inc. ("ADP") and ongoing organic revenue growth. The company is continuing its conversion of customers to ADP and expects the conversion to be complete around the end of the third quarter of this year. Affirmations: Issuer: BMC Acquisition, Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed B2 (LGD3) Outlook Actions: Issuer: BMC Acquisition, Inc. Outlook, Changed To Negative From Stable RATINGS RATIONALE BenefitMall's B2 CFR reflects its elevated leverage of 5.4x debt-to-EBITDA as of September 30, 2020 (Moody's adjusted, prior to payroll business divestment), small size, modest market share and a limited defensible market position in the highly fragmented general agency insurance market. As a benefits processor, the company is directly exposed to the small and medium size businesses (SMB) that are highly susceptible to recessionary economic environments. During the pandemic the company's top-line experienced some pressure as its client base downsized employee count. Governance considerations, which include aggressive financial policies, also constraint the rating. BenefitMall has a history of completing tuck-in acquisitions using revolver draws, which Moody's views as aggressive liquidity management. BenefitMall's rating is supported by the national scale and long-standing base of its broker network, which provides the company with a compelling value proposition to their insurance carrier customers to distribute their health insurance product. BenefitMall facilitates access to the large SMB customer base for carrier, which otherwise would have been costly to maintain and develop in-house. BenefitMall has also made sizable investments in new technology over the past two years that are expected to improve its back office efficiencies and attract larger brokers. Moody's expects these investments to result in stronger revenue growth and margins in the long-term. The company operates in some of the largest markets in the U.S. with high or growing populations that supports demand for benefits in general. The rating is also supported by the relative stability of the insurance benefits sector -- the demand for benefits is inelastic and is an essential offering by employers. Moody's projects that debt to EBITDA will be 6.1x at the end of 2021 - an increase from 5.4x as of the end of September 2020. For the LTM period ended September 30, 2020 the payroll business constituted approximately 31% of overall revenue, which is a sizable portion. Moody's estimates the ADP transaction will have a negative impact on EBITDA of around 10% per annum and more modest impact on free cash flow driven by lower capital investments. Moody's expects the company to use the asset sale proceeds for acquisitions but there is uncertainty regarding any deleveraging effects from such acquisitions and the timing of such acquisitions. According to the credit agreement, asset sale proceeds can be reinvested in the business or used to pay down debt, or any combination of the two. Moody's also expects that acquisitions would result in lower liquidity from current levels as the funds are used. The company has a history of maintaining liquidity at very tight levels with low cash balances and a substantially drawn revolver. BenefitMall's liquidity is good, supported by a large available cash balance and a $40 million revolver due December 2022 that has no outstanding debt currently. The size of the revolver relative to its cash obligations over the next 12 months, consisting primarily of $2.3 million mandatory debt amortization and potential earn-out obligations from prior acquisitions, is also strong. Supporting the liquidity position is the expectation of free cash flow to be in the $5 million area this year, resulting in FCF/debt of 2% by the end of this year. The company is required to comply with a springing maximum first lien net leverage ratio of 7.61x at the end of any quarter where outstanding revolver borrowings exceed 35% ($14 million) of total availability. Moody's currently do not expect the company to draw on its revolver unless there is a large acquisition or distribution. A revision to stable outlook would require continued growth in earnings accompanied by deleveraging towards 5.0x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company's scale materially increases, operating results and free cash flow generation improve, such that leverage approaches 4.0x and free cash flow to debt approaches 10%. The upgrade would also require BenefitMall maintaining a conservative financial policy. The ratings could be downgraded if BenefitMall's organic revenue declines and Moody's expects debt-to-EBITDA to be sustained above 5.5x and free cash flow to debt remains below 5%. The deterioration of liquidity and continuation of aggressive financial policies could also result in a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. BMC Acquisition, Inc. (BenefitMall), based in Dallas, Texas, is a health insurance and employee benefits general agency. BenefitMall is owned by The Carlyle Group, L.P. and affiliates and BenefitMall senior management. BenefitMall generated about $217 million in total revenue and $149 million in revenue from the benefit segment in the LTM period ended September 30, 2020. BLEU'SPA INC: Unsecured to Recover Up to 100% From Sale Proceeds ---------------------------------------------------------------- Bleu'Spa, Inc., a debtor-affiliate of Hesperus Peak, Inc., filed a Chapter 11 Plan for Small Business and a Disclosure Statement on Jan. 20, 2021. The Class 2 Secured claim of Crystal Lake Bank & Trust Co., N.A. totaling 609,499 will receive monthly payments of $8,839 beginning on the Effective Date and ending after closing of sale of collateral. To the extent of any surplus net sale proceeds after payment of secured and administrative and priority claims, the Debtor will pay each holder of a Class 4 Unsecured Claim 100% of the amount of its claim, or to the extent of a deficiency a ratable proportion of such proceeds and any undistributed cash. On the Effective Date, the Equity Interests in the Debtor will be canceled, and the holder of the interests in Class 5 will not be entitled to, and will not receive or retain, any property or interest in the Debtor on account of such interests. The Debtor is proposing the sale of its assets with the continued operation of the business until the closing of the sale. The Plan will be implemented and funded by existing cash, cash flow from operations, loan proceeds, and the sale of the Collateral. The Debtor is applying for a Second Draw Paycheck Protection Program (PPP) loan. If such loan is approved (estimated to be between $0 and $300,000), then funds will be available for the payment of expenses incurred in the ordinary course of the operation of the Debtor's business until the closing of the sale of the Collateral. A full-text copy of the Disclosure Statement dated Jan. 20, 2021, is available at https://bit.ly/2Y3DZ7Z from PacerMonitor.com at no charge. Attorney for the Debtor: Carolina Y. Sales Paul M. Bauch BAUCH & MICHEALS, LLC 53 W. Jackson Blvd., Suite 11115 Chicago, IL 60604 E-mail: pbauch@mlawllc.com csales@bmlawllc.com About Bleu'Spa, Inc. Hesperus Peak, Inc., and affiliate Bleu'Spa, Inc., own and operate upscale salons and spas. Hesperus Peak operates its business at the shopping center commonly known as the Arboretum of South Barrington, which is located at 100 W. Higgins, F-80 in South Barrington, Illinois. Bleu'Spa operates at 106 N. Second Street in West Dundee, Illinois. The Debtors suffered financial difficulties associated with the depressed economy. Hesperus Peak, Inc., and Bleu'Spa, Inc., sought Chapter 11 protection (Bankr. N.D. Ill. Case Nos. 20-11616 and 20-11617) on May 28, 2020. Hesperus estimated less than $500,000 in assets and less than $1 million in liabilities as of the bankruptcy filing. BAUCH & MICHEALS, LLC, is the Debtors' counsel. BOUTIQUE TRISTAN: Gets CCAA Order; MNP Named Monitor ---------------------------------------------------- The Quebec Superior Court for the district of Montreal sitting as a court designated pursuant to the Companies' Creditors Arrangement Act issued an order authorizing Boutique Tristan & Iseut Inc. to continue its restructuring process under CCAA, appointing MNP Ltd. as monitor, and providing the Debtor with various protections as they prepare a plan of reorganization in virtue of the CCAA. A copy of the Initial Order is available on the Monitor's website at https://mnpdebt.ca/en/corporate/corporate-engagements/boutique-tristan-iseut-inc-ccaa/ The monitor can be reached at: MNP Ltd. Gaetano Di Guglielmo Senior Vice-President 1155 Boulevard, Rene-Levesque O. Montreal, QC H3B 4V2 Tel: 514-228-7888 Fax: 514-932-9195 E-mail: Gaetano.DiGuglielmo@mnp.ca Boutique Tristan & Iseut Inc. operates a chain of boutiques that retail a wide selection of apparel products for both men and women. BOY SCOUTS OF AMERICA: Insurers Want to Probe Abuse Claim Explosion ------------------------------------------------------------------- Alex Wolf of Bloomberg Law reports that the Boy Scouts of America's liability insurers asked to investigate the "staggering explosion" of sexual abuse claims against the organization since its bankruptcy filing in 2020. The Boy Scouts is facing more than 95,000 claims of sexual abuse, many of which are "deficient on their face" and could impede the consensual creation of a bankruptcy trust to compensate victims, affiliates of Hartford Financial Services Group Inc. and Chubb Ltd. told the U.S. Bankruptcy Court for the District of Delaware. Tens of thousands of claims could be invalid, they said in a Jan. 22, 2021 filing. 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. BRIAR BUILDING: Bid to Remand Adversary Suits Denied ---------------------------------------------------- Judge Eduardo V. Rodriguez of the United States Bankruptcy Court for the Southern District of Texas, Houston Division denied the two motions filed by the plaintiff, George M. Lee, to remand the adversary cases captioned IN RE: BRIAR BUILDING HOUSTON LLC, Chapter 11, Debtor. GEORGE M LEE Plaintiff, v. MOHAMMAD ALI CHOUDHRI Defendant, MOHAMMAD ALI CHOUDHRI JETALL COMPANIES, INC. Defendants, Case No 18-32218, Adversary Nos. 20-3395, 20-3398 (Bankr. S.D. Tex.). At the time the debtor, Briar Building Houston, LLC, filed a Chapter 11 petition on April 30, 2018, its main asset was a property located at 50 Briar Hollow Lane, Houston, Texas 77027. BDFI, LLC was a senior lienholder against the property subject to a certain Deed of Trust (First Lien DOT), dated December 30, 2013. This First Lien DOT secured a $20,000,000 Promissory Note made by the property's previous owner, 50 Briar Hollow, LLC in favor of Green Bank, N.A., who subsequently assigned it to BDFI pursuant to an Assignment and Assumption Agreement, dated March 9, 2018. George M. Lee, who owns 100% of the membership interests of Briar Building, is a junior lienholder on the debtor's property by virtue of a Deed of Trust, Security Agreement-Financing Statement, dated April 5, 2018 (Second Lien DOT). Lee previously owned the property individually but transferred it to the Briar Building pursuant to a Special Warranty Deed. In exchange for the deed, the Briar Building gave Lee a $3,150,000 Promissory Note secured by the Second Lien DOT. On May 4, 2018, a dispute arose regarding, inter alia, Briar Building's use of cash collateral. On May 11, 2018, Briar Building, Lee, and BDFI resolved their differences regarding the property. Briar Building filed a Motion to Compromise setting forth a Forbearance Agreement. Attached to the Order approving the Motion to Compromise was a fully executed copy of an agreement between the parties dated May 11, 2018. The Court approved the Motion to Compromise on May 22, 2018. The Chapter 11 bankruptcy case was also dismissed on the same date. After the bankruptcy case was dismissed, Lee filed two separate law suits in state court, to wit: (i) first, and filed on March 10, 2020, is Cause No. 2020-16175 George M. Lee v. Mohammad Ali Choudhri in the 152nd Judicial District Court, Harris County Texas (West Loop Lawsuit), which involves a dispute regarding Ali Choudhri's personal guarantee on a loan made by Lee regarding a commercial real property located at 1001 West Loop L.P. South, Houston, Texas and in which Lee sought damages in the amount of $4,219,951.30, and (ii) second, filed on March 30, 2020, is Cause No. 2020-20053 George M. Lee v. Mohammad Ali Choudhri in the 215th Judicial District Court, Harris County Texas (Rivercrest Lawsuit), which involves a dispute regarding Choudhri's personal guarantee on a contract for deed regarding the purchase of real property known as 35 E. Rivercrest, Houston, Texas by a company wholly owned by Choudhri by the name of Jetall Companies, Inc. and in which Lee sought damages in the amount of $704,384.80. The two state court suits were removed to the Bankruptcy Court on August 19, 2020, and August 21, 2020, respectively. On September 14, 2020, Lee filed a pair of motions self-styled as "Plaintiff George M. Lee's Motion[s] to Remand" to remand each adversary proceeding back to state court. In his Motions to Remand, Lee challenged whether "related to" jurisdiction exists to confer the Court with jurisdiction to adjudicate these disputes. He argued that these disputes arose after the Court's May 22, 2018 Order settled a dispute between the parties. To Lee, resolving these disputes requires interpreting Choudhri's personal guarantees on two separate but unrelated loans, which are inherently state law matters, do not invoke bankruptcy law, have no effect on the bankruptcy estate, and do not attack the Court's ruling. Lee argued that consequently, neither arising in, arising under, nor related to jurisdiction exists. Judge Rodriguez found, however, that the underlying disputes center on the interpretation of the Bankruptcy Court's May 22, 2018 Order, thus conferring it with "arising in or under" jurisdiction under Section 1334(b). Lee asserted that there are two compelling reasons why the Rivercrest Lawsuit should be remanded to state court: (1) Defendants' Notice of Removal is unquestionably untimely because the alleged jurisdictional facts were apparent upon the face of the Original Petition; and (2) Defendants' acts in litigating and seeking adjudication of this case waived their rights to removal. Lee contended that because the Defendants filed their original answer on June 22, 2020, the very latest the 31-day period for removal expired was on July 22, 2020. As the Notice of Removal was not filed until August 21, 2020, Lee argued that the removal was therefore untimely. Judge Rodriguez, however, noted that Lee filed a "First Supplemental Petition" in the Rivercrest Lawsuit on August 8, 2020, asserting that the Forbearance Agreement approved by the Court was "obtained by fraud" and "ambiguous." Since the notice of removal was filed less than two weeks after Lee filed the supplemental petition, the judge held that the removal of the lawsuit was timely. Lee also asserted that by raising an affirmative defense and prosecuting a motion for summary judgment in the State District Court, Defendants were placed on notice that the general release in the Forbearance Agreement was going to be dispositive in that case and since Defendants had subjective knowledge that the Forbearance Agreement's alleged "general release" abrogated Lee's claims, Defendants cannot avail themselves of 28 U.S.C. Section 1446(b) to bail them out for their failure to timely remove this case. Judge Rodriguez reiterated that the removal is based on the Rivercrest Supplemental Petition, not the Rivercrest original petition. The judge explained that the right to removal was not waived because the substantial litigation occurred before the Supplemental Petition, which raised the federal question and which was also the petition that triggered the removal countdown, was filed. Thus, the judge concluded that the Defendants have not waived their right to removal. As for the West Loop lawsuit, Lee asserted it should be remanded to state court because: (1) it is not properly before the Court; (2) mandatory abstention applies; and (3) equitable abstention is appropriate even if jurisdiction exists. Lee asserted that Defendants' notice of removal quotes only a portion of the Forbearance Agreement thereby making it appear that the West Loop Lawsuit is interconnected with the Briar Hollow Property and the underlying bankruptcy case. However, Lee argued that on closer inspection, the Forbearance Agreement relates only to the Loan Documents regarding the Briar Hollow Property and thus removal was improper. Judge Rodriguez found that by collaterally challenging the validity of the Forbearance Agreement, Lee has also squarely placed at issue the Court's order dismissing the chapter 11 case in express reliance on the Forbearance Agreement. The judge thus concluded that the West Loop Lawsuit is properly before the Bankruptcy Court. Lee also argued that mandatory abstention applies to this case because the dispute is a state law claim based on an alleged breach of contract and Texas state law, rendering this a non-core proceeding subject to mandatory abstention. However, Judge Rodriguez stated that when an order resolves a core proceeding, the interpretation and enforcement of that order is also a core proceeding. "The Court's May 22, 2018 Order resolved the dispute between the parties, approved the Forbearance Agreement and dismissed the chapter 11 proceeding. The Order addressed a question that was within the Court's core jurisdiction under 28 U.S.C. Section 157(b)(2)(A), (L), and (O) as 'matters concerning the administration of the estate' and 'proceedings affecting the liquidation of the assets of the estate or the adjustment of the debtor-creditor or the equity security holder relationship.' This brings the Court's original May 22, 2018 Order within 'arising in or under' jurisdiction, conferring the Court with jurisdiction to interpret and enforce that Order," explained the judge. Accordingly, Judge Rodriguez held that mandatory abstention is not required. Alternatively, Lee requested that the Court remand the West Loop Lawsuit based upon Section 1334(c)(1) and Section 1452(b) under the doctrine of equitable remand even if jurisdiction exists. Judge Rodriguez adopted the two sets of factors in In re Montalvo to determine whether to grant an equitable remand, and found that the overwhelming majority of each set of factors weigh against remand. Accordingly, Judge Rodriguez denied Lee's request to remand the West Loop Lawsuit based upon Section 1334(c)(1) and Section 1452(b) under the doctrine of equitable remand. A full-text copy of Judge Rodriguez's memorandum opinion, dated January 14, 2021, is available at https://tinyurl.com/y26bgule from Leagle.com. About Briar Building Houston Briar Building Houston LLC is a real estate company whose principal assets are located at 50 Briar Hollow Lane Houston, Texas. Briar Building Houston sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 18-32218) on April 30, 2018. In the petition signed by George Lee, managing member, the Debtor estimated assets of $10 million to $50 million and liabilities of $10 million to $50 million. Judge Eduardo V. Rodriguez presides over the case. The Debtor tapped Locke Lord LLP as its legal counsel. BRIGGS & STRATTON: New Owners to Invest $9.4M in Alabama Plant -------------------------------------------------------------- Rich Kirchen of Milwaukee Business Journal reports that in Briggs & Stratton LLC's first significant capital project under the company's new ownership, the Wauwatosa-based manufacturer will invest $9.4 million in new equipment and add 34 employees at its complex in Auburn, Alabama. Auburn is the home of a Briggs & Stratton engine plant that has operated since 1995 and a 400,000-square-foot distribution hub the company announced in 2018. The capital equipment purchase will go toward the company's production of its V-Twin Vanguard engines in Auburn, a company spokeswoman said Wednesday. Briggs announced in October 2017 that it would relocate production of the engines from a joint venture partnership in Japan to Briggs plants in Auburn and in Statesboro, Georgia. The new equipment will support new and updated manufacturing machinery and processes and quality improvements as well as an additional assembly line, said Lauren Vagnini, Briggs & Stratton's senior manager of corporate communication. "We are seeing continued growth in demand for these engines, so the facility enhancements will support additional future growth and our overall strategic commitment to invest in and grow our commercial business," Vagnini said. Briggs & Stratton received approval Tuesday from the Auburn City Council for abatements on local taxes to defray the company's costs. After emerging from Chapter 11 restructuring with a new owner and a new CEO Steve Andrews, "Briggs & Stratton has a new beginning, and we are looking forward to 2021 with high expectations," Auburn plant manager Erick Rodriguez said in a statement to the Opelika-Auburn News. Briggs & Stratton runs facilities across the country including in Wisconsin, Georgia, Missouri, New York and South Carolina. The company has no immediate plans to expand its other locations at this time, including its Milwaukee-area operations, Vagnini said. A U.S. Bankruptcy Court judge in September 2020 approved the sale of Briggs & Stratton to New York City private equity firm KPS Capital Partners. KPS named Andrews as CEO, replacing Todd Teske. About Briggs & Stratton Corp. Briggs & Stratton Corporation is a producer of gasoline engines for outdoor power equipment and a designer, manufacturer and marketer of power generation, pressure washer, lawn and garden, turf care, and job site products. The Company's products are marketed and serviced in more than 100 countries on six continents through 40,000 authorized dealers and service organizations. Visit https://www.basco.com/ for more information. Briggs & Stratton Corporation and four affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 20-43597) on July 20, 2020. The petitions were signed by Mark A. Schwertfeger, senior vice president and chief financial officer. At the time of the filing, Briggs & Stratton Corporation disclosed total assets of $1,589,398,000 and total liabilities of $1,350,058,000 as of March 29, 2020. Judge Barry S. Schermer oversees the cases. The Debtors tapped Weil, Gotshal & Manges LLP as bankruptcy counsel; Carmody MacDonald P.C. as local counsel; Foley & Lardner LLP as corporate counsel; Houlihan Lokey Inc. as investment banker; Ernst & Young, LLP as restructuring and tax advisor; Deloitte LLP as auditor and tax consultant; and Kurtzman Carson Consultants, LLC as claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' Chapter 11 cases. * * * In October 2020, KPS Capital Partners LP, through a newly formed affiliate, acquired substantially all the assets of Briggs & Stratton Corp. and certain of its wholly owned subsidiaries. CACHET FINANCIAL: Committee Opposes Amended Plan & Disclosures -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Cachet Financial Services objects to the adequacy of the First Amended Disclosure Statement and Plan filed by Cachet Financial Services, a California corporation a/k/a Cachet f/k/a Cachet Banq, Inc. The Committee claims that the Debtor fails to adequately describe how it intends to marshal the Bancorp Stake into its bankruptcy estate if it is unable to stipulate with Bancorp regarding disbursement and distribution of the Stake to the Debtor's remarketer clients. The Committee points out that the Disclosure Statement does not provide any information regarding Mr. Blowers' financial wherewithal to fund the Plan immediately upon confirmation. The Committee believes that until such time that general unsecured creditors are paid pursuant to the terms of the Plan, the Estate must be administered by a third party fiduciary who will promptly and efficiently administer the Estate. The Committee asserts that the Disclosure Statement also does not include a discussion of whether the plaintiffs to the Class Actions must be given the option to "opt-out" of the Plan or the impact of any class action plaintiff or other creditor who determines to exercise his or her rights not to participate in the Class Actions or not to grant releases to the Released Parties. The Committee further asserts that the Plan and Disclosure Statement fail to classify general unsecured claims of creditors other than remarketer creditors. A full-text copy of the Committee's objection dated Jan. 19, 2021, is available at https://bit.ly/2NnPYuT from PacerMonitor.com at no charge. Attorneys for Official Committee of Unsecured Creditors: SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Ori Katz Jeannie Kim Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 Telephone: 415.434.9100 Facsimile: 415.434.3947 E-mail: okatz@sheppardmullin.com jekim@sheppardmullin.com - and - Jennifer L. Nassiri 333 South Hope Street, 43rd Floor Los Angeles, California 90071-1422 Telephone: 213.620.1780 Facsimile: 213.620.1398 E-mail: jnassiri@sheppardmullin.com About Cachet Financial Services Pasadena, Calif.-based Cachet Financial Services -- https://www.cachetservices.com/ -- provides Automated Clearing House (ACH) processing services for payroll-related electronic transactions, including direct deposits, tax payments, garnishment payments, benefits payments, 401(k) payments, expense reimbursement payments, agency checks, and fee collection. Cachet Financial Services filed a Chapter11 petition (Bankr. C.D. Cal. Case No. 20-10654) on Jan. 21, 2020. In the petition signed by Aberash Asfaw, president, the Debtor was estimated to have $10 million to $50 million in both assets and liabilities. The Honorable Vincent P. Zurzolo presides over the case. The Debtor tapped Shulman Bastian LLP as its bankruptcy counsel, Loeb & Loeb LLP as local counsel, and The Rosner Law Group LLC as special counsel. The Office of the U.S. Trustee appointed a committee of unsecured creditors on March 17, 2020. The committee is represented by Sheppard, Mullin, Richter & Hampton LLP. CICI'S HOLDINGS: Case Summary & 30 Largest Unsecured Creditors -------------------------------------------------------------- Lead Debtor: CiCi's Holdings, Inc. 1080 W. Bethel Road Coppell, TX 75019 Business Description: The Debtors are owners, operators, and franchisors of family-oriented unlimited pizza restaurants. With approximately 318 locations across 26 states, including 11 owned restaurants and 307 franchise locations owned and operated by 128 franchisees, the CiCi's brand is known as a "go-to" destination for family and other group outings through its wide variety of pizza, pasta, and salad bar items and cost-effective price point. Chapter 11 Petition Date: January 25, 2021 Court: United States Bankruptcy Court Northern District of Texas Nine affiliates that concurrently filed voluntary petitions seeking relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- CiCi's Holdings, Inc. (Lead Case) 21-30146 Awesome Acquisition Company 21-30147 CICI Acquisition Company, LLC 21-30149 CICI Enterprises, L.P. 21-30150 CICI GP, LLC 21-30151 CICI Services LLC 21-30152 JMC GP, LLC 21-30153 JMC Restaurant Distribution, LP 21-30154 Pizza Parent, LLC 21-30155 Judge: Hon. Stacey G. Jernigan Debtors' Bankruptcy Counsel: Jason S. Brookner, Esq. Aaron M. Kaufman, Esq. Lydia R. Webb, Esq. Amber M. Carson, Esq. GRAY REED & M C GRAW LLP 1601 Elm Street, Suite 4600 Dallas, Texas 75201 Tel: (214) 954-4135 Fax: (214) 953-1332 Email: jbrookner@grayreed.com akaufman@grayreed.com lwebb@grayreed.com acarson@grayreed.com - and - Paul D. Moak, Esq. GRAY REED & MCGRAW LLP 1300 Post Oak Boulevard, Suite 2000 Houston, Texas 77056 Tel: (713) 986-7127 Fax: (713) 986-5966 Email: pmoak@grayreed.com Debtors' Financial Advisor & Investment Banker: PIPER SANDLER & CO. THROUGH ITS TRS ADVISOR DESIGN DIVISION Debtors' Notice & Claims Agent: STRETTO https://cases.stretto.com/Cicis/court- docket/ Estimated Assets: $10 million to $50 million Estimated Liabilities: $50 million to $100 million The petitions were signed by Richard Peabody, chief financial officer. A copy of CiCi's Holdings' petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/LBXP5XI/CiCis_Holdings_Inc__txnbke-21-30146__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. Weingarten Realty Investors Trade $240,675 2600 Citadel Plaza Dr Suite 125 Houston, TX 77008 Attn: CEO or General Counsel Tel: 713-866-6000 Fax: 800-688-8865 Email: bclare@weingarten.com 2. Saputo Cheese USA, Inc. Trade $164,725 2515 Collection Center Drive Chicago, IL 60693 Attn: CEO or General Counsel Tel: 847-267-3247 Fax: 847-267-3280 Email: ARpayments@saputo.com 3. BD Desert Mesa Investments Trade $116,943 Evergreen Commercial Realty LLC 2390 E. Camelback Road Suite 410 Phoenix, AZ 85016 Attn: CEO or General Counsel Tel: 602-808-8600 Fax: 602-808-9100 Email: llevine@modecommercial.com 4. Regency Centers, LP Trade $87,381 3715 Northside Parkway NW Building 400, Suite 400 Atlanta, GA 30327 Attn: Ward Williams Tel: 404-575-3267 Fax: 904-358-9344 Email: wardwilliams@regencycenters.com 5. Murphy Marketplace Station Trade $81,453 c/o Phillips Edison & Company LLC 11501 Northlake Dr Cincinnati, OH 45249 Attn: CEO or General Counsel Tel: 513-824-7139 Fax: 513-554-1820 Email: kkinman@phillipsedison.com 6. Kerry Ingredients & Flavours Trade $67,427 5 Douglas St Rome, GA 30161 Attn: CEO or General Counsel Tel: 800-325-3383 x 18 Fax: 800-446-4985 Email: kif.ar@kerry.com 7. Advanced Food Technologies Trade $62,154 75 Remittance Drive Dept 1481 Chicago, IL 60675-1481 Attn: CEO or General Counsel Tel: 616-574-4144 Email: waitec@roskams.com 8. Eddie L. Hill, CPA Trade $57,522 c/o Cooper, Hill & LeCroix 708 2nd Avenue SE Decatur, AL 35601 Attn: CEO or General Counsel Tel: 256-355-1204 Fax: 256-351-0584 Email: info@chl-cpas.com 9. Drinkard Development LLC Trade $55,650 1630 Town Square Shopping Center SW Cullman, AL 35055 Attn: CEO or General Counsel Tel: 256-739-1815 Fax: 256-734-8500 Email: ajgrimmett@aol.com 10. Technomic Trade $52,437 c/o Winsight, LLC 300 S. Riverside Plaza Suite 1600 Chicago, IL 60606 Attn: CEO or General Counsel Tel: 312-876-0004 Fax: 312-876-1158 Email: lganzer@technomic.com; pnapathalung@technomic.com 11. Westrock - Fort Worth Trade $49,325 6701 South Fwy. Fort Worth, TX 76134 Attn: CEO or General Counsel Tel: 817-568-3406 Fax: 817-568-3464 Email: 1101ar@westrock.com 12. SUSO 4 Mooresville CS LP - Trade $47,646 Keybank Lockbox Ops c/o Slate Retail Holding (No. 4) LP HBB001 1209 Orange Street Wilmington, DE 19801 Attn: CEO or General Counsel Tel: 980-224-9675 / 416-644--4269 Email: beth.overcash@cbre.com 13. Agro Sevilla USA, Inc. Trade $47,416 340 Herndon Parkway Herndon, VA 20170 Attn: CEO or General Counsel Tel: 703-733-0794 Fax: 703-733-0942 Email: ebonilla@agrosevilla-usa.com 14. Ardent Mills, LLC Trade $46,879 1875 Lawrence Street Denver, CO 80202 Attn: CEO or General Counsel Tel: 720-625-4728 Email: ardentremitdetail@ardentmills.com 15. Graphic Packaging Intl, LLC Trade $38,552 1035 Longford Rd Phoenixville, PA 19460 Attn: CEO or General Counsel Tel: 800-537-4141/610-935-4000 Email: cg.accounts.receivable@graphi 16. Roskam Baking Company Trade $37,535 75 Remittance Dr. Dept 1077 Chicago, IL 60675-1077 Attn: CEO or General Counsel Tel: 616-574-4144 Fax: 616-574-4100 Email: groenl@roskams.com 17. CRE 5601, LLC Trade $36,847 c/o Onward Investors, LLC 5050 Lincoln Drive Suite 420 Edina, MN 55436 Attn: CEO or General Counsel Tel: 469-565-8170 Email: susan.parker@am.jll.com 18. Tip Top Poultry, Inc. Trade $27,586 Dept. #40000 P.O. Box 2153 Birmigham, AL 35287-9307 Attn: CEO or General Counsel Tel: 800-241-5230 ext 421 Fax: 770-973-8070 Email: jesse.starnes@tiptoppoultry.co 19. Georgia-Pacific Consumer Trade $27,519 Products 1999 Bryan Street, Suite 900 Dallas, TX 75201 Attn: CEO or General Counsel Tel: 920-438-4573 Fax: 214-620-5839 Email: Kathy.thomson@gapac.com 20. Marketforce Information LLC Trade $27,181 Dept 0320 PO Box 120320 Dallas, TX 75312-0320 Attn: CEO or General Counsel Tel: 303-402-6940 Email: helpdesk@marketforce.com 21. Westrock - Mesquite Trade $26,682 14467 Collection Center Dr Chicago, IL 60693-0144 Attn: CEO or General Counsel Tel: 972-285-1490 Email: ronda.fielding@westrock.com 22. Words & Music Trade $25,000 PO Box 120667 Nashville, TN 37212 Attn: CEO or General Counsel Tel: 615-386-3102 Email: hi@wordsandmusicadmin.com 23. Neil Jones Food Company Trade $24,737 PO Box 842476 Dallas, TX 75284-2476 Attn: CEO or General Counsel Tel: 360-737-0101 Email: ach@njfco.com 24. Time Warner-Consolidated Trade $24,317 60 Columbus Circle New York, NY 10023 Attn: CEO or General Counsel Tel: 866-519-1263 Email: twc.cotp@twcable.com 25. R3 Reliable Redistribution Trade $23,764 12240 Collection Center Drive Chicago, IL 60693 Attn: CEO or General Counsel Tel: 972-481-2413 Fax: 972-484-2145 Email: ach.remittance@bunzlusa.com 26. Westrock - Winston Salem Trade $23,388 8080 North Point Blvd Winston Salem, NC 27106 Attn: CEO or General Counsel Tel: 336-759-8951 Fax: 336-759-8900 Email: 1101corporatear@westrock.co 27. PAC Enterprises Trade $22,923 1951 Barry Street Oxford, AL 36203 Attn: CEO or General Counsel Tel: 256-239-8197 Email: pacproperties.oxford@gmail.com 28. CMC Group dba Daymark Safety Trade $19,661 Systems 12836 South Dixie Hwy. Bowling Green, OH 43402 Attn: CEO or General Counsel Tel: 419-354-2591 Fax: 419-354-0514 Email: cmcorderentry@cmcgp.com 29. International Franchise Assoc. Trade $18,875 1900 K Street N.W., Suite 700 Washington, DC 20006 Attn: CEO or General Counsel Tel: 202-628-8000 Email: CoreAccounting@franchise.org 30. Folmar & Associates Trade $17,166 3742 Spring Hill Ave Suite 800 Mobile, AL 36608 Attn: CEO or General Counsel Tel: 251-343-3777 Fax: 251-343-1887 Email: rsirmonjr@yahoo.com CIT GROUP: Moody's Reviews Ba1 Ratings for Upgrade Amid Merger -------------------------------------------------------------- Moody's Investors Service said that the review for downgrade of First Citizens BancShares, Inc.'s ratings (Baa1 subordinated debt) and the review for upgrade of CIT Group Inc.'s ratings (Ba1 senior unsecured) continues as their pending merger progresses. The review was initiated on October 16, 2020. RATINGS RATIONALE The rating review commenced following the banks' announcement that they will merge in an all-stock transaction that will create a large US bank with assets of approximately $110 billion. Moody's review is unlikely to conclude until after the deal has received regulatory approvals and the transaction closes. The banks' management teams anticipate that this will occur in the first half of 2021. WHAT COULD MOVE THE RATINGS UP/DOWN For First Citizens, Moody's review for downgrade is focused on the risks associated with such a large transaction, including the challenges of integrating two institutions with different business profiles. Given the direction of the ratings review, positive rating movement is unlikely. For CIT, Moody's review for upgrade is focused on the benefits to creditors of the proposed combination, specifically its stronger and more stable prospective profitability, and improved funding mix. Given the direction of the ratings review, downward rating movement is unlikely. On Review for Possible Downgrade: Issuer: First Citizens BancShares, Inc. Pref. Shelf, Placed on Review for Downgrade, currently (P)Baa2 Pref. Shelf Non-cumulative, Placed on Review for Downgrade, currently (P)Baa3 Subordinate Shelf, Placed on Review for Downgrade, currently (P)Baa1 Senior Unsecured Shelf, Placed on Review for Downgrade, currently (P)Baa1 Pref. Stock Non-cumulative, Placed on Review for Downgrade, currently Baa3 (hyb) Subordinate Regular Bond/Debenture, Placed on Review for Downgrade, currently Baa1 Issuer: First-Citizens Bank & Trust Company Adjusted Baseline Credit Assessment, Placed on Review for Downgrade, currently a3 Baseline Credit Assessment, Placed on Review for Downgrade, currently a3 LT Counterparty Risk Assessment, Placed on Review for Downgrade, currently A2(cr) ST Counterparty Risk Assessment, Placed on Review for Downgrade, currently P-1(cr) LT Counterparty Risk Rating (Local Currency), Placed on Review for Downgrade, currently A3 LT Counterparty Risk Rating (Foreign Currency), Placed on Review for Downgrade, currently A3 LT Issuer Rating, Placed on Review for Downgrade, currently Baa1, Rating Under Review from Stable LT Bank Deposits, Placed on Review for Downgrade, currently A1, Rating Under Review from Stable ST Bank Deposits, Placed on Review for Downgrade, currently P-1 Affirmations: Issuer: First-Citizens Bank & Trust Company ST Counterparty Risk Rating (Local Currency), Affirmed P-2 ST Counterparty Risk Rating (Foreign Currency), Affirmed P-2 On Review for Possible Upgrade: Issuer: CIT Group Inc. Pref. Shelf, Placed on Review for Upgrade, currently (P)Ba2 Pref. Shelf Non-cumulative, Placed on Review for Upgrade, currently (P)Ba3 Subordinate Shelf, Placed on Review for Upgrade, currently (P)Ba1 Senior Unsecured Shelf, Placed on Review for Upgrade, currently (P)Ba1 Pref. Stock Non-cumulative, Placed on Review for Upgrade, currently Ba3 (hyb) Subordinate Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba1 Senior Unsecured Bank Credit Facility, Placed on Review for Upgrade, currently Ba1, Rating Under Review from Stable Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba1, Rating Under Review from Stable Issuer: CIT Bank, N.A. Adjusted Baseline Credit Assessment, Placed on Review for Upgrade, currently baa3 Baseline Credit Assessment, Placed on Review for Upgrade, currently baa3 LT Counterparty Risk Assessment, Placed on Review for Upgrade, currently Baa2(cr) ST Counterparty Risk Assessment, Placed on Review for Upgrade, currently P-2(cr) LT Counterparty Risk Rating (Local Currency), Placed on Review for Upgrade, currently Baa3 LT Counterparty Risk Rating (Foreign Currency), Placed on Review for Upgrade, currently Baa3 ST Counterparty Risk Rating (Local Currency), Placed on Review for Upgrade, currently P-3 ST Counterparty Risk Rating (Foreign Currency), Placed on Review for Upgrade, currently P-3 LT Issuer Rating, Placed on Review for Upgrade, currently Ba1, Rating Under Review from Stable LT Bank Deposits, Placed on Review for Upgrade, currently Baa1, Rating Under Review from Stable ST Bank Deposits, Placed on Review for Upgrade, currently P-2 Senior Unsecured Bank Note Program, Placed on Review for Upgrade, currently (P)Ba1 Subordinate Bank Note Program, Placed on Review for Upgrade, currently (P)Ba1 Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba1, Rating Under Review from Stable Issuer: CIT Group Inc. (Old) Backed Senior Unsecured Regular Bond/Debenture, Placed on Review for Upgrade, currently Ba1, Rating Under Review from Stable Outlook Actions: Issuer: First Citizens BancShares, Inc. Outlook, Changed To Rating Under Review From Stable Issuer: First-Citizens Bank & Trust Company Outlook, Changed To Rating Under Review From Stable Issuer: CIT Group Inc. Outlook, Changed To Rating Under Review From Stable Issuer: CIT Bank, N.A. Outlook, Changed To Rating Under Review From Stable The methodology used in these ratings was Banks Methodology published in November 2019. CLAAR CELLARS: Court Confirms HomeStreet's Ch 11 Plan ----------------------------------------------------- In the case captioned In re: CLAAR CELLARS LLC, and RC FARMS LLC, Debtors, Case No. 20-00044-WLH11, (Jointly Administered) (Bankr. E.D. Wash.), Judge Whitman L. Holt of the United States Bankruptcy Court for the Eastern District of Washington confirmed the competing chapter 11 plan proposed by the debtors' primary secured creditor, HomeStreet Bank. The Whitelatch family's wine enterprise is presently divided among three legal entities: (1) Debtor Claar Cellars LLC owns a winemaking facility, support buildings, inventory, and equipment used to proces grapes into wine, store bulk and finished wine, and market bulk and bottled wine to buyers. (2) Debtor RC Farms LLC owns several parcels of real property which mostly constitute vineyards. (3) Nondebtor Whitelatch Living Trust, a trust formed by Robert and Crista Whitelatch for estate planning purposes. The trust owns various property. Starting in 2016, the debtors began to finance operations with money borrowed from HomeStreet. Claar borrowed under a secured line of credit and an equipment loan, both of which are guaranteed by RC, the Whitelatch Living Trust, and Mr. and Mrs. Whitelatch and their two sons individually. RC borrowed under a term loan; this indebtedness is secured by mortgages on some (but not all) of RC's and the Whitelatch Living Trust's real property and is guaranteed by Claar and the nondebtor individuals guaranteeing the Claar obligations. The debtors' operations suffered during the period spanning 2016-2019. The business declines eventually triggered a breach of financial covenants in the HomeStreet credit documents. The business relationship deteriorated further as Claar failed to repay the line of credit upon maturity on September 1, 2019, and the debtors ceased making their respective contractual payments on the equipment and term loans. In response, HomeStreet accelerated all the indebtedness against all obligors. After this action failed to prompt repayment, HomeStreet sued the obligors in Franklin County Superior Court. Among other relief, HomeStreet sought appointment of a custodial receiver regarding certain property the defendants own. In December 2019, the state court appointed Critical Point Advisors, LLC as custodial receiver regarding the debtors' property and some property held in the Whitelatch Living Trust. In January 2020, the debtors countered by filing the chapter 11 petitions. The petitions - filed before effectiveness of the state court's receivership order according to the debtors - invoked the automatic stay and allowed the debtors access to the restructuring powers contained in the Bankruptcy Code. The state-court action remains pending, however, and any applicable provisions of the receivership order became operative against the nondebtor defendants in that action. The debtors and HomeStreet ultimately filed and pursued confirmation of their respective plans. The debtors' plan was built around aggregation of the three components of Claar's operations. The plan proposed to merge Claar and RC into a single reorganized debtor, revoke the Whitelatch Living Trust and contribute the real property now farmed by RC to the reorganized debtor, and permit the reorganized debtor to continue to operate through December 2025. Over this roughly five-year period, the plan promised to pay all creditors in full with interest. The plan also proposed to reamortize the HomeStreet debt over 25 years with annual payments in the reamortized amounts due in each of the first four years and the remaining amount due in a "balloon" payment in 2025; general unsecured creditors are to receive five equal annual payments during the same period. The source of the promised payments is uncertain, with the plan reserving optionality to fund the creditors' payments from operations, refinancing, or sale. Judge Holt found that the debtors' proposed plan satisfies Section 1129(a)(3) of the Bankruptcy Code which requires that a "plan has been proposed in good faith and not by any means forbidden by law." The judge determined that the debtors proposed their plan in good faith and not by any unlawful means. "The debtors and the Whitelatch family are working within the framework of a complex bankruptcy process to achieve a result consistent with the objectives and purposes of the statute - rehabilitation and maximization of a family-owned business while providing a fair recovery for creditors," explained the judge. However, Judge Holt found that the debtors' proposed plan is not confirmable for other reasons. Judge Holt found that the proposed plan does not satisfy Section 1129(a)(1) which requires that a "plan complies with the applicable provisions" elsewhere in the Bankruptcy Code. The judge held that it did not comply with Section 1123(a)(5) because it does not include means adequate for its implementation. "The plan does state that creditors will receive payments via funds from operations, asset sales, or future refinancing. Yet the plan omits details explaining when and which option will be selected and the process for executing the chosen option. In essence, the debtors' plan provides the reorganized debtor a five-year runway and near boundless latitude to adopt and execute a strategy to fully repay creditors from illiquid assets. In exchange, creditors, particularly HomeStreet, receive the proverbial 'hope certificate' that everything will proceed as promised. This lack of detail and lack of firm processes that could constitute adequate means for the plan's implementation renders it unconfirmable," said the judge. The judge also added that the indeterminacy of the debtors' plan similarly runs afoul of section 1123(a)(3)'s mandate that the plan must "specify the treatment of any class of claims or interests that is impaired under the plan." Judge Holt also held that the debtors' plan violates section 524(e) which provides that, subject to a narrow exception, "discharge of a debt of the debtor does not affect the liability of any other entity on, or the property of any other entity for, such debt." First, the judge found that the debtors' plan provides that the reorganized debtor's "obligations to HomeStreet shall continue to be supported by the personal guaranties" of the Whitelatch family members who guaranteed the debtors' obligations. Judge Holt held that the debtors' plan's de facto restructuring of nondebtors' liability to HomeStreet runs afoul of section 524(e) and prevents confirmation absent HomeStreet's consent. Second, the judge also found that the debtors' plan impermissibly shields "the property of any other entity" from HomeStreet. "The plan's proposed transfer of property held in the Whitelatch Living Trust to the reorganized debtor would have the effect of shielding nondebtor property from whatever rights and remedies HomeStreet might otherwise have against that property, including in connection with the pending state-court action. Such an effect extends bankruptcy rights to the Whitelatch Living Trust that are otherwise unobtainable — treatment section 524(e) prohibits," explained Judge Holt. Judge Holt further found that the debtors' proposed plan does not satisfy Section 1129(a)(11) which requires that plan confirmation be "not likely to be followed by the liquidation, or the need for further financial reorganization, of the debtor or any successor to the debtor under the plan, unless such liquidation or reorganization is proposed in the plan." This requirement is commonly called the "feasibility" test and "requires the debtor to demonstrate that the plan has a reasonable probability of success." To begin with, Judge Holt found that the plan's projection that the debtors' revenues will increase significantly between now and 2025 is overly optimistic. "These projections are based entirely on reversion to revenues generated in 2013 and 2014. However, much has changed in the industry since then and Claar's revenues have rapidly, consistently, and significantly trended downward during the last five years," the judge stated. The judge also noted that the plan's reliance on a possible sale or refinance is not supported by a sufficient showing that such events are likely to happen. Judge Holt also held that the debtors' proposed plan does not satisfy Section 1129(a)(16) which requires that any transfer of property under a plan must "be made in accordance with any applicable provisions of nonbankruptcy law that govern the transfer of property by a corporation or trust that is not a moneyed, business, or commercial corporation or trust." Section 1129(a)(16) implicates the Whitelatch Living Trust, which is a personal trust established for estate planning purposes. The judge pointed out that "Case law makes clear that family trusts of this sort are not business trusts and the court has found no authority suggesting a different analysis would apply to the similar adjectives 'moneyed' or 'commercial.' As a result, the plan may not propose transfers of property held in the Whitelatch Living Trust unless permissible under Washington law." Judge Holt agreed with HomeStreet's argument that that Washington law prohibits the proposed transfer in light of the pending receivership proceeding. As such, the judge held that the proposed transfer of the Whitelatch Living Trust property to the reorganized debtor also precludes confirmation of the debtors' plan. On the other hand, the crux of HomeStreet's plan is appointment of a plan agent to assume control of the debtors' operations and assets. Under the continued supervision of the court, the plan agent would evaluate matters and then proceed to monetize the debtors' assets for distribution in accordance with the Bankruptcy Code's priorities. The process will be intended to maximize value for all stakeholders, including the Whitelatch family as residual claimants, and subject to notice and opportunity for objecting parties to be heard. The HomeStreet plan proposed to work in tandem with the pending receivership proceeding. Judge Holt held that the HomeStreet's proposed plan satisfies Section 1129(a)(3) of the Bankruptcy Code, believing that it did not engage in bad faith in relation to the proposal of its plan. The judge also found that the arguments that the debtors' made against HomeStreet's plan were directed toward the substance of the plan or conduct extrinsic to the plan process and thus not within the scope of Section 1129(a)(3). Judge Holt also found that HomeStreet's proposed plan satisfies Section 1129(a)(9). "As relevant here, section 1129(a)(9)(A) establishes a requirement regarding allowed administrative expense claims: unless the claimant agrees otherwise, 'on the effective date of the plan, the holder of such claim [must] receive on account of such claim cash equal to the allowed amount of such claim.' Because many of these claims will not be 'allowed' (or even filed) before the effective date of a plan, it is typical for chapter 11 plans to provide that allowed administrative expense claims will be paid on the later of the plan effective date and the date on which claims are finally allowed. HomeStreet's plan adopts this approach," the judge explained. The judge further stated that if holders of allowed claims are not paid as required by HomeStreet's plan, the unpaid administrative claimants will have remedies under the Bankruptcy Code. Lastly, Judge Holt found that HomeStreet's proposed plan satisfies Section 1129(b) which codifies the "cramdown" power allowing nonconsensual confirmation of a plan over the rejection of an impaired class of claims or interests if certain requirements are met. "HomeStreet's plan fairly treats the equity interests of the Whitelatch family. Although the court does not reach the issue of valuation for the reasons already stated, by almost all accounts the debtors' property presently appears to contain sufficient value to leave residual equity for the Whitelatch family. HomeStreet's plan preserves that interest once the actual values are tested and realized through market exposure. Any value remaining after satisfaction of creditors consistent with their legal rights belongs to the Whitelatch family. Moreover, the plan includes procedural protections for the Whitelatch family, including express fiduciary duties for the plan agent and requirements for notice and a hearing before assets are sold or other significant events occur. These meaningful and multiple protections are sufficient to protect the Whitelatch family's equity interests and provide a fair and equitable treatment for purposes of section 1129(b)," said the judge. After applying the legal framework Congress codified in the Bankruptcy Code, Judge Holt determined that the debtors' plan does not satisfy the requirements for confirmation under Bankruptcy Code section 1129 while HomeStreet's plan does. A full-text copy of Judge Holt's memorandum opinion, dated January 14, 2021, is available at https://tinyurl.com/y3vgsepf from Leagle.com. About Claar Cellars LLC and RC Farms LLC Claar Cellars LLC -- https://www.claarcellars.com/ -- is a family-owned estate winery. It offers a selection of wines, including Riesling, Cabernet Sauvignon, Merlot, Chardonnay, Sauvignon Blanc, Syrah, Sangiovese, and newly planted Pinot Gris, Viognier, Malbec and Petite Sirah. Claar Cellars and its affiliate, RC Farms LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Lead Case No. 20-00044) on Jan. 9, 2020. At the time of the filing, the Debtors each had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Whitman L. Holt oversees the cases. The Debtors are represented by Steven H. Sackmann, Esq., at Sackmann Law, PLLC; Toni Meacham, Esq., Attorney at Law; and Roger W. Bailey, Esq., at Bailey & Busey, PLLC. A committee of unsecured creditors has been appointed in Claar Cellars' bankruptcy case. The committee is represented by Southwell & O'Rourke, P.S. CLEARPOINT NEURO: Plans to Sell $120M Worth of Securities --------------------------------------------------------- ClearPoint Neuro, Inc. filed a Form S-3 registration statement with the Securities and Exchange Commission relating to the offer and sale from time to time, in one or more series or issuances and on terms that the Company will determine at the time of the offering, any combination of common stock, preferred stock, warrants, debt securities, and units, up to an aggregate amount of $120,000,000. These securities may be offered and sold in the same offering or in separate offerings; to or through underwriters, dealers, and agents; or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of the Company's securities and their compensation will be described in the applicable prospectus supplement. The Company's common stock is listed on The Nasdaq Capital Market under the symbol "CLPT." On Jan. 21, 2021, the last reported sale price of the Company's common stock was $19.39 per share. A full-text copy of the prospectus is available for free at: https://www.sec.gov/Archives/edgar/data/1285550/000117152021000023/eps9403.htm About ClearPoint Neuro ClearPoint Neuro formerly MRI Interventions, Inc. -- http://www.clearpointneuro.com-- is a medical device company that develops and commercializes innovative platforms for performing minimally invasive surgical procedures in the brain under direct, intra-procedural magnetic resonance imaging, or MRI, guidance. Applications of the Company's current product portfolio include deep-brain stimulation, laser ablation, biopsy, neuro-aspiration, and delivery of drugs, biologics, and gene therapy to the brain. Clearpoint recorded a net loss of $5.54 million for the year ended Dec. 31, 2019, compared to a net loss of $6.16 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $21.85 million in total assets, $21.70 million in total liabilities, and $149,100 in total stockholders' equity. COLORADO EDUCATIONAL: Moody's Rates 2021A School Bonds 'Ba2' ------------------------------------------------------------ Moody's Investors Service has assigned an initial Ba2 rating to the Colorado Educational and Cultural Facilities Authority, CO's $12.1 Charter School Revenue Bonds, Series 2021A and $550,000 Federally Taxable Series 2021B (subordinate loan). Following the sale, the Series 2021 bonds will be the school's only outstanding debt. A stable outlook has also been assigned. RATINGS RATIONALE The Ba2 rating reflects Vega Collegiate Academy's (Academy) generally favorable governance, growing enrollment, competitive market position, and operating performance supported by an adequate fiscal 2020 pro forma maximum annual debt service coverage of 1.3x and 185 days cash on hand. Challenges include it's modest operating size of $3.6 million in revenues in fiscal 2020 and total enrollment of 311 students (projected full enrollment 540) compared to our charter school Ba median of $11 million operations and 863 enrolled. The schools current charter expires on June 30, 2022. While the school previously had its charter revoked by its authorizer Aurora Public Schools (APS), this was resolved by the Colorado Board of Education's and facilitating APS' reinstatement of the Academy's charter. The rating incorporates APS' authorizer risk which is mitigated in part by the existence of a state wide authorizer the Academy could apply to use if necessary. The Academy also faces construction risk that could impact enrollment growth and financial projections that depends on the timely completion and opening of the new school in the fall of 2021. While the school's current lease could be extended if necessary, this would limit its ability to grow enrollment as quickly as projected. The rating also incorporates the Colorado Charter School intercept program legal structure, which includes a "lock box" which provides for monthly intercept of state aid revenues for debt service payments directly from the state treasurer to the Trustee. Lease payments are subject to annual appropriation. Social and governance considerations are key factors for the rating. The school addresses a social need in its service area, serving at-risk students, which bolsters its competitive profile in a growing area of the Denver metro region. Satisfactory governance controls, evidenced by strong financial planning, conflict of interest, cyber security policies and practice, and an experienced management team are also key credit considerations supporting the rating. However, a short operating history and previous revocation by the authorizer remain governance challenges. Additionally, Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Moody's have incorporated our current understanding of these risks into Moody's credit analysis for the Academy, and do not anticipate any material immediate credit risks. All students received Chromebooks with students having the option of online learning or in person five days each week. The Academy received $326,000 in Payroll Protection Program funding for which it has already received forgiveness. The situation surrounding coronavirus is rapidly evolving and the longer-term impact will depend on both the severity and duration of the crisis. If Moody's view of the credit quality of the school changes, Moody's will update the rating and/or outlook at that time. RATING OUTLOOK The stable outlook reflects Moody's expectation that the school's strong governance and construction management teams will effectively complete the construction of the new school, expand enrollment, and grow operations to meet liquidity and debt service coverage projections. FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - On time on budget completion and occupancy of the proposed facility - Meeting and exceeding enrollment targets - Growth of its liquidity position as measured by days cash on hand - Strengthened coverage levels FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Inability to occupy the school on time and on budget - A decrease in cash or coverage levels - Weakened academic performance - Relationship issues with its authorizer LEGAL SECURITY The 2021 bonds are being issued by the Colorado Educational and Cultural Facilities Authority, proceeds of which will be loaned to Vega Building Corp., a Colorado nonprofit corporation organized for the purpose of serving as a borrower and owner of the Academy's land and property. Under the loan agreement, the Building Corp will make debt service payments from pledged revenues, which consist of all revenues of the Academy. The Academy will make lease payments from any legally available funds. The structure benefits from the state's intercept mechanism, under which the State Treasurer, on a monthly basis, will pay debt service based upon 1/6 principal and 1/12 interest amounts, directly to the Trustee from first available state aid payments owed to the Academy. In the event of default, the bonds are additionally secured by a deed of trust on the Building Corps.' property. Bond covenants include a 45 days' cash on hand requirement and a minimum annual debt service coverage ratio of 1.2x. If days' cash on hand is equal to at least 75 days the minimum annual debt service coverage ratio is 1.1x. If the coverage and liquidity covenants are not met, Academy shall retain a management consultant to bring the Academy back into compliance. The school has no plans to issue additional debt at this time. Additional long-term debt covenants include an additional bonds test requiring coverage of 1.20x, including the additional debt and any refinanced debt to be issued. Additionally, the corporation may issue up to 10% of the series 2021 bonds par value as additional debt in order to complete the facilities. The debt service reserve funded with bond proceeds will equal the lesser of 10% par value of bonds, maximum annual debt service, or 1.25x average annual debt service. USE OF PROCEEDS Proceeds of the 2021 bonds will fund the acquisition, construction and furnishing of a new school located two miles from Academy's currently leased facilities. Proceeds will also fund a debt service reserve fund, capitalized interest, and pay costs of issuance. PROFILE Vega Collegiate Academy is a public charter school and nonprofit organized under the laws of the State of Colorado. The Academy operates an elementary and middle school and is located in and authorized by Aurora Public Schools. The charter is a five-year charter and expires June 30, 2022. The Academy was initially incorporated as Laurus Collegiate in 2014 and changed its name to Vega Collegiate Academy in 2020. The Academy enrolled its first classes for the 2017-18 academic year, and current enrollment is 311 students in grades Kindergarten through Grade 3 and Grades 5-8. It expects to reach enrollment for the 2021-22 academic year of 450 students and full enrollment of 540 students for the 2022-23 academic year in grades K-8. The Academy's mission is to serve high need immigrant families. This is evidenced by 95% of students qualifying for free and reduced lunch and 73% of students designated as english language learners. Nearly 90% of parent families identify as refugees or immigrants. METHODOLOGY The principal methodology used in these ratings was US Charter Schools published in September 2016. CONFIE SEGUROS: S&P Alters Outlook to Stable, Affirms 'B-' ICR -------------------------------------------------------------- S&P Global Ratings revised its outlook on personal lines nonstandard auto insurance broker Confie Seguros Holding Co. to stable from negative. At the same time, S&P affirmed its 'B-' long-term issuer credit rating on Confie. S&P also affirmed the 'B-' rating on Confie's first-lien credit facility and its 'CCC' rating on Confie's $220 million second-lien term loan. The recovery rating on the first-lien facility remains '3', indicating S&P's expectation for meaningful recovery (60%) in the event of a payment default. The recovery rating on the second-lien term loan remains '6', indicating S&P's expectation for negligible (0%) recovery in the event of a payment default. The revised outlook reflects Confie's stronger-than-anticipated performance in the second and third quarter of 2020. Although full-year financials are not finalized, Confie also had continued positive recovery in October and November. Despite unemployment peaking above 15% in May and the expected adverse impact on the nonstandard auto market, Confie's top-line revenue only declined about 1% from the same period in 2019 and has displayed positive growth of 1% as of the last 12 months ended Sept. 30, 2020. The company has focused on improving the customer experience in recent years, which, coupled with government intervention such as stimulus payments and enhanced unemployment benefits, has led to resilient retention levels. At the height of the pandemic, the broker saw a reduction in written premium from mid-March through May as shelter-in-place mandates were enacted across the country. As customers were less likely to visit brick-and-mortar stores, Confie was able to transition more business to its telesales platform to help buffer these anticipated revenue declines. Furthermore, once government stimulus checks were distributed at the end of April and states started to loosen shelter-in-place restrictions in the beginning of May, policies in force for both the retail and Managing General Agency (MGA) business showed initial signs of growth and gained increased momentum through the third quarter. Additionally, aggressive cost management initiatives led to enhanced adjusted EBITDA margins between 28%-29% as of the last 12 months ended Sept. 30 relative to year-end 2019 adjusted EBITDA margins of approximately 27%. S&P said, "We believe some uncertainty exists in the length and stability of the economic recovery across the insurance broker market as lower activity reduces insured exposures. Our anticipation is for increases in the level of unemployment claims for December 2020 and January 2021 to be slight headwinds for growth moving forward." Nonetheless, the most recent federal stimulus passed in December 2020 will likely alleviate retention risk and aid in further stabilizing earnings for Confie." The stable outlook on Confie reflects the improved performance in the company's MGA and retail segments, along with stronger-than-anticipated revenue stabilization amid the economic fallout from the COVID-19 pandemic. S&P expects the strong recovery in performance realized in the second half of 2020 to continue into 2021, with revenue growth of 5%-8%, EBITDA margins of 26%-28%, and leverage of 9.0x-10.x (7.0x-7.5x excluding preferred shares treated as debt). S&P said, "We could lower our ratings within the next three to 12 months if Confie is unable and unwilling to refinance or repay its outstanding revolver balance or if liquidity weakens as demonstrated by sources to uses being below 1.2x. Additionally, uncertainty in unemployment rates in the U.S. and the level of insured exposures could strain financial metrics over the next 12 months, leading to an unsustainable capital structure." "Although unlikely in the next 12 months, we may raise our ratings if Confie's financial policies become less aggressive and if it reduces debt to EBITDA to 7.5x or below (including preferred shares treated as debt), with EBITDA interest coverage of 2.0x-2.5x, while maintaining stable operating performance as measured by EBITDA margins and top-line growth." CP ATLAS: Moody's Assigns B2 Rating to $1.2BB First Lien Term Loan ------------------------------------------------------------------ Moody's Investors Service assigned a B2 rating to the repriced $1.2 billion senior secured first lien term loan of CP Atlas Buyer, Inc. The B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured first lien revolving credit facility rating, Caa2 senior unsecured notes rating and stable outlook remain unchanged. The transaction is credit positive because, if successful, it would reduce the company's interest cost by approximately $12 million and enhance its ability to generate free cash flow. The ratings are subject to the transaction closing as proposed and receipt and review of the final documentation. The B2 rating on the existing senior secured first lien term loan will be withdrawn at the close of the transaction. Assignments: Issuer: CP Atlas Buyer, Inc. Senior Secured 1st Lien Term Loan B1, Assigned B2 (LGD3) RATINGS RATIONALE CP Atlas Buyer's B3 CFR reflects the company's high debt leverage, which Moody's expects will be maintained at or above 6.6x through 2022. Moody's expectations incorporate modest topline growth coupled with margin expansion due to favorable fundamentals that support investment in home improvement, which bolsters demand for bathware products. Moody's expects the building products sector to continue to benefit from a shift in consumers' discretionary spending to home improvement over the next twelve months as many employees continue to regularly work from home as a result of the coronavirus pandemic. Furthermore, margin improvement considers synergies from the recent acquisition of DreamLine, including procurement and freight optimization, reduced overhead and cross-selling opportunities between CP Atlas Buyer and DreamLine channels. Margins will also be bolstered by ongoing cost saving measures, initiatives and the active management of freight costs. Moody's rating also considers the concentration of sales with big box retailers that exposes the company to sudden shifts in demand. Moody's acknowledges that builders and contractors are key drivers of sales through the company's channels. CP Atlas Buyer's liquidity is expected to be good over the next 12 to 18 months and considers Moody's expectation of positive free cash flow in both 2021 and 2022. Liquidity is supported by the expectation of ample availability under the company's $125 million revolver. The revolver is subject to a springing maximum first lien secured leverage ratio of 7.75x that is tested when utilization rises above 35%, which Moody's does not expect the company to trigger over the next 12-18 months. Alternative sources of liquidity are limited as the majority of the company's assets are encumbered by secured debt. Governance considerations include Moody's expectations that CP Atlas Buyer will maintain an aggressive financial policy that favors shareholders over creditors. The company has historically grown through debt funded acquisitions and Moody's expects that strategy to continue. Furthermore, given the private equity ownership, Moody's expects the company to pay dividends, possibly with additional debt, from time to time. The recent return of a meaningful amount of capital through a debt financed dividend within only a few months of the sponsor's ownership is viewed by Moody's as being very aggressive. The stable outlook reflects Moody's expectation of stable demand within the repair and remodel segment, which represents approximately 45% of CP Atlas Buyer's revenues, as well as maintenance of good liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The ratings could be upgraded if CP Atlas Buyer operates with adjusted debt-to-EBITDA consistently below 5.5x, adjusted EBITA-to-interest consistently above 2.0x and adjusted free cash flow to debt consistently above 5.0%. The ratings could be downgraded if the company's adjusted debt-to-EBITDA is sustained above 6.5x, adjusted EBITA-to-interest falls below 1.0x, or the company experiences a deterioration in liquidity likely as a result of its aggressive financial policy. The principal methodology used in this rating was Manufacturing Methodology published in March 2020. CP Atlas Buyer, Inc. is a major U.S. and Canadian manufacturer and distributor of bathware constructed from gelcoat, sheet molded compound, porcelain on steel, acrylic, and solid surface. The company also manufactures shower doors and shower wall panels. The company is owned by Centerbridge Partners, L.P., a private equity firm that acquired the company in 2020. For the 12 months ended September 30, 2020, the company generated approximately $1 billion in revenue, which is pro forma for recent acquisitions. DELIVER BUYER: Moody's Rates Revolver Credit Facility 'B3' ---------------------------------------------------------- Moody's Investors Service assigned B3 ratings to Deliver Buyer, Inc.'s revolving credit facility that is extending its maturity by one year to 2023. The B3 ratings on the company's term loan B facility, which is being upsized by $140 million to $898 million, are unchanged. Proceeds from the incremental $140 million term loan will be used to finance the recently announced acquisition of TGW U.S. Conveyors. All other ratings, including the B3 Corporate Family Rating and the B3-PD Probability of Default Rating, are unchanged. The ratings outlook remains stable. RATINGS RATIONALE The B3 corporate family rating reflects MHS's relatively modest scale, tolerance for high financial risk, relatively high customer concentration, and elevated execution risk. Pro forma for the TGW acquisition, Moody's anticipates high financial leverage with adjusted debt-to-EBITDA of around 6.75x. MHS has a weak track record of cash generation, as well as a noisy earnings profile, involving large and recurring EBITDA add-backs, that reduce visibility on sustainable levels of profitability. The ratings also consider MHS's still concentrated, albeit growing, customer base, which makes the company vulnerable to changes in customer capital expenditure budgets, while the relatively lumpy large-sized and fixed-price nature of customer contracts heightens the need for consistent operational performance and strong execution. These considerations are tempered by the company's good competitive standing within automated parcel sortation systems, as well as a growing presence with distribution and fulfillment (D&F) customers. Despite COVID-related operational and business disruptions during 2020, Moody's believes the pandemic will accelerate parcel volume growth and drive demand for MHS's growing portfolio of automation equipment. Robust backlog and a strong pipeline are expected to provide opportunities for meaningful earnings growth, increased cash generation, and an improved set of credit metrics in 2021 and beyond. Moody's views the acquisition of TGW, as credit positive as the transaction will bolster the company's presence in D&F markets, reduce customer and end-market concentration with legacy parcel customers, while providing opportunities for increased D&F product sales in system integration services. TGW is a provider of sortation and conveyor equipment to D&F end-markets, including e-commerce, food and beverage, and general merchandise customers. The acquisition is expected to be modestly leveraging with debt-to-EBITDA increasing by 0.25x to around 6.75x. The stable ratings outlook reflects robust backlog and expectations of a favorable operating environment that will provide opportunities for earnings and cash flow growth which should translate into an improving credit profile. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's-adjusted debt-to-EBITDA is expected to remain at or below 5.5x. A track record of strong operational execution, an improved quality of earnings, and maintenance of a good liquidity profile with expectations of consistently positive free cash generation and significant availability under the company's revolver would be prerequisites to any upgrade. The ratings could be downgraded if Moody's-adjusted debt-to-EBITDA was expected to remain above 7x. A weakening of MHS's liquidity including expectations of negative free cash flow during 2021, large-sized borrowings under the revolver that reduce financial flexibility, or an anticipated breach of financial covenants could also pressure the ratings downward. Execution missteps that result in weakened operational performance such that EBITDA margins decline to around 10% could also result in a downgrade. An inability to improve the quality of earnings or the loss of customers and/or business due to COVID-19 which results in a meaningful weakening of the company's credit profile could also cause downward ratings pressure. The following is a summary of the rating actions: Issuer: Deliver Buyer, Inc. Senior Secured Revolving Credit Facility, Assigned B3 (LGD3) MHS Holdings Inc. ("MHS"), headquartered in Louisville, Kentucky, the parent company for Material Handling Systems Inc. and Santa Rosa Systems LLC, designs, engineers, builds and installs conveyors and automated sortation systems, primarily for the parcel industry. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. DESTINATION HOPE: Plan Exclusivity Extended Until March 29 ---------------------------------------------------------- At the behest of Debtor Destination Hope, Inc., Judge Peter D. Russin of the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division, extended the period in which the Debtor may file a chapter 11 plan through and including March 29, 2021, and to solicit acceptances for a plan through May 25, 2021. The Debtor is currently in the midst of a sale of substantially all of its assets, after which it will propose a liquidating plan along with a liquidating trustee agreement. The Debtor has been concentrating its resources on the contemplated sale, which is expected to occur by January 8, 2021, after which the Debtor will turn to the process of liquidation, including the analysis of claims as well as any potential causes of action. The Debtor is unaware of any other party who wishes to file a competing plan. As the Debtor's first request for an extension granted, the Debtor will be able to finish all the work needed for their case. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3qF3Dfr at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/398bnkt at no extra charge. About Destination Hope Based in Fort Lauderdale, Fla., Destination Hope, Inc. -- https://destinationhope.com -– offers comprehensive drug rehab and mental health programs, with a special focus on dual diagnosis while providing clients with the knowledge and tools to overcome their addiction. Destination Hope sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19402) on August 28, 2020. Benjamin Brafman, the company's president, signed the petition. At the time of the filing, the Debtor had estimated assets of between $500,000 and $1 million and liabilities of between $10 million and $50 million. Judge Peter D. Russin oversees the case. The Debtor tapped Wernick Law, PLLC as a legal counsel, and Sodl & Ingram PLLC as its special counsel. DIAMOND OFFSHORE: Enters Plan Support Deal With Bondholders ----------------------------------------------------------- Diamond Offshore Drilling, Inc., on Jan. 25, 2021, announced that it has entered into a plan support agreement with holders of over 70% of each of its senior unsecured notes and revolving credit facility loans regarding a financial restructuring transaction that will significantly deleverage the Company's balance sheet and position the Company for future growth. In April 2020, Diamond and certain of its subsidiaries filed voluntary petitions for reorganization under chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. The plan support agreement outlines a comprehensive plan for deleveraging the Company's balance sheet through the equitization of its senior unsecured notes, resulting in a reduction of over $2.1 billion of funded indebtedness. In addition, certain holders of senior unsecured notes have agreed to invest up to $110 million of new capital in the form of first lien, last out exit notes, while certain holders of revolving credit facility loans have agreed to provide exit financing facilities in the form of (a) a $300 million to $400 million first lien, first out revolving credit facility and (b) a $100 million to $200 million first lien, last out term loan facility. Proceeds of the new exit financing facilities will fund plan distributions and provide sufficient liquidity for Diamond to operate successfully post-emergence. To that end, the Company is seeking to emerge from the Chapter 11 Cases as quickly as the Court's schedule and the requisite notice periods will permit. The agreed plan was developed over the course of several months of detailed discussions with the Company's key stakeholders, and the plan is designed to ensure that Diamond can continue to operate its differentiated fleet of offshore drilling rigs in a safe, reliable, and efficient manner in what continues to be a challenged market. After the restructuring, Diamond will have a strong cash position with sufficient liquidity to benefit from an eventual market recovery. Marc Edwards, Chairman, President and Chief Executive Officer, said "The comprehensive plan support agreement we signed today raises new capital and is overwhelmingly supported by our banks and our bondholders. We look forward to emerging with a stronger balance sheet, significantly less debt, and increased financial flexibility. This agreement is a testament to the market's belief in Diamond and our world class team. With our improved capital structure, we will be in a strong position to capitalize on market opportunities as they emerge." About Diamond Offshore 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. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter Hedges LLP are acting as the Company's legal counsel and Alvarez & Marsal is serving as the Company's restructuring advisor. Lazard Frères & Co. LLC is serving as financial advisor to the Company. Prime Clerk LLC is the claims and noticing agent. DR. S. DAYYANI OD: Plan Hopes to Recover $700K in Aetna Litigation ------------------------------------------------------------------ Dr. S. Dayyani, OD, a Professional Optometric Corp, filed with the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, a Disclosure Statement and Plan of Reorganization dated Jan. 19, 2021. The primary events leading to this Chapter 11 filing arise from Debtor's dealings with a single insurance company, Aetna Life & Casualty (Bermuda) Ltd. from 2015 to the present, and litigation surrounding those dealings that crippled Debtor's ability to operate profitably. The Debtor operated successfully, with continual sustained growth for 20 years, from 1995 until approximately 2015, when it encountered payment problems with Aetna with respect to certain invoices submitted for payment by Debtor to Aetna related to services and goods provided by Debtor to certain persons covered under an insurance policy written by Aetna to the Saudi Arabian Cultural Mission ("SACM"). In June 2015, SACM gave notice that it intended to cancel its policy with Aetna Life & Casualty. In November 2015, SACM, in fact, canceled its Aetna policy. The Debtor was required to spend upwards of $160,000 in defending itself from fraud allegations. However, based on a Nov. 3, 2020 deposition of Aetna's chief insurance investigator, it appears that Aetna had no evidence of fraud at the time the case was filed. Prepetition counsel representing Debtor in that matter, advised the Debtor that an additional $200,000 would be required to see the case through to trial. The Debtor cannot afford legal fees of that magnitude and will be forced to insolvency if required to pay such amounts. The secondary events leading this Chapter 11 arise from the unprecedented 2020 COVID shutdown of most businesses in Santa Monica; the cessation of out-of-state travelers to Santa Monica as a result; as well as the Santa Monica riots that occurred in late 2020 related to social unrest. This challenging chain of events has pushed Debtor to the brink of insolvency—a circumstance that can only be corrected with Bankruptcy Court protection while Debtor reorganizes and resolves the Aetna Litigation. The Plan proposes a single class of General Unsecured Claims designated as Class 2. The class of General Unsecured Claims is currently impaired. In the event Debtor generates sufficient funds to fully pay all Allowed General Unsecured Claims under Funding Scenario 1 and/or Funding Scenario 2; each Holder of an Allowed General Unsecured Claim will receive, on account of such Claim, Cash equal to the amount of such Allowed General Unsecured Claim, without postpetition interest or penalty, as practicable after the later of the Effective Date, or the date that an order of the Bankruptcy Court allowing such Priority Claim becomes a Final Order. In the event the Debtor generates sufficient funds to partially pay Allowed General Unsecured Claims under Funding Scenario 1 and/or Funding Scenario 2, each Holder of an Allowed General Unsecured Claim will receive, on account of such Claim, cash equal to a pro-rata distribution of the total amount available for distribution to all General Unsecured Claims, based on the amount of such Claim as a proportion of the total amount available for distribution to all General Unsecured Claims; without postpetition interest or penalty; to be paid as soon as practicable after the later of the Effective Date, or the date that an order of the Bankruptcy Court allowing such General Unsecured Claim becomes a Final Order. Dr. Shahrokh Dayyani, OD is the single equity holder in the Debtor. The class is designated as Class 3. This class is also currently impaired. In the event Debtor generates sufficient funds to fully pay all Allowed General Unsecured Claims under Funding Scenario 1 and/or Funding Scenario 2, the Equity Interest Holder will receive Cash equal to the remainder of available funds, as soon as practicable after the later of the Effective Date, or the date that an order of the Bankruptcy Court allowing such Priority Claim becomes a Final Order. In the event Debtor generates sufficient funds to partially (but not fully) pay all Allowed General Unsecured Claims under Funding Scenario 1 and/or Funding Scenario 2, the Equity Interest Holder will not receive a distribution under the Plan. Funding Scenario 1: Funding for the Plan comes from successful recovery of monies owed to Debtor by Aetna, as discussed in this Plan as the Aetna Litigation. In the event Debtor obtains a sufficient recovery to pay all claims in full, the Plan will be funded and claims paid promptly upon recovery of the litigation proceeds, subject to Court approval. Funding Scenario 2: Funding for the Plan comes from on-going operations of Debtor, assuming its operations reasonably match its expected income and expenses. In this event, the Plan will be funded from equal quarterly installment payments to the US Trustee for the 4-year period of time following the date of Plan confirmation by this Court. The only account receivable is the Aetna Litigation claim in the amount of approximately $716,520. The collectability of this claim depends on Debtor's success in the Aetna Litigation. The future of the company depends materially, but not entirely, on the outcome of the Aetna Litigation. Aetna is making every effort to move both cases out of bankruptcy court into a venue that will require more expensive litigation costs for Debtor and will give Aetna more opportunity to deploy traditional large-company litigation tactics, such as seeking delays through an aggressive motion practice. A full-text copy of the Disclosure Statement dated Jan. 19, 2021, is available at https://bit.ly/2NxzGQk from PacerMonitor at no charge. Proposed attorney for the Debtor: Kevin McBride, Esq. McBride Law, PC 700 South Flower Street, Suite 1000 Los Angeles, CA 90017 Tel: (213) 600-6077 Fax: (213) 600-6005 Email: km@mcbride-law.com About Dr. S. Dayyani, OD Dr. S. Dayyani, OD, a Professional Optometric Corp -- https://www.samoeyecare.com/ -- owns and operates an optometry clinic. As a licensed optometrist, Dr. Dayyani provides exams, diagnoses, and treatments of all disorders that affect the eye or vision. Dr. S. Dayyani filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. 20-20237) on Nov. 16, 2020. The petition was signed by Sharokh Dayanni, president. At the time of the filing, the Debtor disclosed $1,321,029 in assets and $476,508 in liabilities. Judge Barry Russell oversees the case. Kevin McBride, Esq., at McBride Law, PC, is the Debtor's counsel. ELDERHOME LAND: Case Summary & 9 Unsecured Creditors ---------------------------------------------------- Two affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- ElderHome Land, LLC (Lead Case) 21-10492 15623 Riding Stable Rd. Laurel, MD 20707 Burtonsville Crossing, LLC 21-10491 15623 Riding Stable Rd. Laurel, MD 2070 Business Description: Burtonsville Crossing owns approximately 11 acres of commercial property located in Montgomery County, Maryland. ElderHome Land owns approximately 5.86 acres of commercial property located in Montgomery County, and is the site of a proposed senior housing project. Chapter 11 Petition Date: January 25, 2021 Court: United States Bankruptcy Court District of Maryland Debtors' Counsel: Steven L. Goldberg, Esq. MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN & LYNCH, P.A. 6411 Ivy Lane, Ste. 200 Greenbelt, MD 20770 Tel: (301) 441-2420 Fax: (301) 982-9450 E-mail: sgoldberg@mhlawyers.com ElderHome Land's Total Assets: $8,190,185 ElderHome Land's Total Liabilities: $4,194,163 Burtonsville Crossing's Total Assets: $2,209,349 Burtonsville Crossing's Total Liabilities: $4,372,808 The petitions were signed by Thomas Norris, member. A copy of ElderHome Land's petition containing, among other items, a list of the Debtor's nine unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/WSACVLY/ElderHome_Land_LLC__mdbke-21-10492__0001.0.pdf?mcid=tGE4TAMA A copy of Burtonsville Crossing's petition containing, among other items, a list of the Debtor's 13 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RRVOEPI/Burtonsville_Crossing_LLC__mdbke-21-10491__0001.0.pdf?mcid=tGE4TAMA ENDURANCE INTERNATIONAL: S&P Rates $640MM Unsecured Notes 'CCC+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'CCC+' issue-level rating and a '6' recovery rating to Endurance International Group Holding's proposed $640 million senior unsecured notes due 2029. The '6' recovery rating indicated its expectation for negligible (0%-10%; rounded estimate: 5%) recovery for noteholders in the event of a payment default. S&P said, "Our rating on Endurance reflects our expectation that Endurance's merger with Web.com will improve business diversity and expand customer base while increasing initial pro forma leverage to the low 7x area at close. We expect leverage to fall to the high-6X area by the end of 2021 from cost synergies from combining the two businesses." The rating also reflects its relatively narrow end-market focus in the domain registration and web-hosting industries, which are highly competitive and feature low barriers to entry. Partly offsetting these factors are the company's high recurring revenue base, some good brand presence, and fair scale with annual revenue exceeding $1 billion." Issue Ratings - Recovery Analysis Key analytical factors S&P's simulated default scenario assumes a default in 2024 due to significant organic revenue declines as competition intensifies, resulting in price concessions and/or material customer attrition, or margin contraction resulting from protracted restructuring and the company's inability to execute planned cost reductions. This would ultimately result in increased market penetration from larger, better-capitalized competitors. S&P said, "We believe Endurance would be reorganized rather than liquidated in a default scenario. As such, we have valued the company using an enterprise value approach to gauge recovery. We applied a 6.5x EBITDA multiple to an assumed distressed emergence EBITDA of $270 million to derive an estimated gross recovery value of $1.670 billion. The valuation multiple is consistent with that of similar software companies and rated peers in the industry." Simulated default assumptions -- Simulated year of default: 2024 -- Emergence EBITDA: $270 million -- EBITDA multiple: 6.5x -- Cyclicality adjustment: 5% Simplified waterfall -- Net recovery value for waterfall after administrative expenses (5%): $1.670 billion -- Obligor/nonobligor valuation split: 80%/20% -- Estimated first-lien claim: $2.541 billion -- Value available for first-lien claim: $1.553 billion -- Recovery range: 50%-70% (rounded estimate: 60%) -- Estimated unsecured claims: $664 million -- Value available for unsecured claim: $117 million -- Recovery range: 0%-10% (rounded estimate: 5%) EVCO HOMES: Selling 2 Austin Assets for $1.5M Free & Clear of Liens ------------------------------------------------------------------- Evco Homes, LLC, asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the sale of the real properties and improvements described as (i) 2302 Euclid Avenue, Unit #1, in Austin, Texas to Satveer and Stephanie Singh for $849,000, cash; and (ii) 2302 Euclid Avenue, Unit #2, in Austin, Texas, to Heather Akridge for $620,000. The real properties are subject to mortgage lien to Housemax Funding, LLC in the approximate amount of $933,689 as of the date of the Debtor's bankruptcy filing, plus post-petition interest and allowable costs. The Debtor has requested a loan payoff from Housemax but has not received anything to date. The Debtor scheduled the real properties with a combined value in the amount of $1.5 million. The cumulative amounts of the two Residential Contracts is in the amount of $1.469 million. The Debtor believes that the proposed sale of Unit #1 to the Singhs for the cash sales price in the amount of $849,000 represents a fair price for the real property. It has been using its best efforts to sell the real property, which will generate the cash it needs going forward with its confirmed Plan (Subchapter V). The sale is scheduled to close by Feb. 10, 2021. The Debtor believes that the proposed of Unit #2 to Akridge for the cash sales price in the amount of $620,000 represents a fair price for the real property. It has been using its best efforts to sell the real property, which will generate the cash it needs going forward with its confirmed Plan (Subchapter V). The sale is also scheduled to close by Feb. 10, 2021. The Debtor is in the process of completing both Units 1 and 2, both which will be completed prior to the respective closing dates. It believes that the proposed sale of the real properties generates a reasonable value based upon the asset proposed to be sold and its marketability under the circumstances of the case. The Debtor has filed the Motion to Sell in good faith, and such sales are in the best interest of the Debtor and its creditors. The Debtor plans on using the net sales proceeds to assist it with compliance of the terms of its recently confirmed Plan (Dec. 7, 2020). The Order Confirming First Amended Chapter 11 Small Business Subchapter V Plan of Reorganization was entered on Dec. 15, 2020. The Debtor is asking that the sale of the Unit #1 to the Sings and the Unit #2 to Akridge be free and clear of all liens, claims and encumbrances. The existing liens of creditors (ad valorem taxes to Travis County, Housemax Funding, LLC, etc.) will automatically attach to the sale proceeds based upon their existing pre-petition lien priority. The sales of the two units are independent of each other, and are to close separately as proposed. The Debtor owes ad valorem taxes (Travis County) up to the date of closing, as well as other normal closing costs (including real estate commissions), all of which are authorized to be paid in full directly from closing. The allowed claim of Housemax will also be paid in full directly at closing. All excess sales proceeds will be forwarded to the Debtor to be deposited into the Debtors' bank account for future use under the terms of its confirmed Plan. A copy of the Contracts is available at https://tinyurl.com/yxgsgscx from PacerMonitor.com free of charge. About Evco Homes EVCO Homes LLC sought Chapter 11 protection (Bankr. W.D. Tex. Case No. 20-51049) on June 1, 2020. The petition was signed by Misha McCauley, the Debtor's managing member. At the time of the filing, Debtor disclosed assets of $1 million to $10 million and liabilities of the same range. Judge Ronald B. King oversees the case. Langley & Banack, Inc., is the Debtor's counsel. Guerra Days Law Group, PLLC, as special counsel. EXCEL FITNESS: S&P Affirms 'CCC+' ICR on $15MM Term Loan Issuance ----------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Excel Fitness Holdings Inc. Excel Fitness has issued a $15 million first-lien term loan due 2026 (unrated), with $10 million drawn at issuance and the option to withdraw another $5 million within 90 days. The company plans to use the proceeds for liquidity and general corporate purposes, including potential opportunistic club development. S&P believes that the company has adequate liquidity over the next 12 months as long as its member count does not materially decline, the company continues to manage its cost base toward generating positive operating cash flow, and the company uses its flexibility to reduce capital spending on opportunistic club development, if necessary. S&P is affirming its 'CCC+' issue-level rating on the company's first-lien senior secured facility consisting of a $10 million revolver and $260 million loan, with a '3' recovery rating. The $15 million incremental secured term loan commitment will not lower recovery prospects for lenders enough to revise the recovery rating downward. S&P said, "Our rating affirmation reflects adequate anticipated liquidity despite our base-case forecast for very high lease-adjusted leverage in 2021. We understand that the company has been able to successfully re-open all of its 81 clubs, and that membership was down around 10% at the end of 2020 compared to its pre-COVID-19 membership peak in the first quarter of 2020. We also believe that revenue in the fourth quarter of 2020 is likely to be approximately 5%-10% below the company's first-quarter 2020 peak revenue because the membership declines in the fourth quarter of 2020 are partially offset by a catch-up of annual dues billings for the company's large base of North Carolina club members, which were reopened and billed in October of 2020. Under our base-case forecast, we have assumed that the company's membership could continue to decrease modestly in the first and second quarters of 2021 resulting from slightly elevated member attrition combined with lower-than-typical levels of new memberships due to further consumer concerns about ongoing elevated levels of COVID-19 cases throughout the U.S. As a result, we expect a modest decline in quarterly revenue in the first half of 2021 when compared to the fourth quarter of 2020 before beginning to recover in the second half of the year." "Under our base-case forecast, we expect memberships to recover to slightly above year-end 2019 levels by the end of 2021 as the company opens new clubs and engages with new members, and that revenue could be flat or up as much as 5% in 2021 when compared to 2019 levels. We also expect that as a result of membership incentives, new club pre-opening costs, expanded call-center staffing to support new club growth, and increased ad spend, EBITDA margin may remain compressed in the 20% range through 2021, which is weaker than the company's historical margins around 30%. Because we expect revenue and EBITDA to recover after mid-2021, we believe that the company could end 2021 with lease-adjusted leverage above 8x. We also expect EBITDA coverage of cash interest could be in the mid- to high-1x range. However, if membership declines in the first half of the year were to underperform our base-case forecast, or clubs were required to close as a result of further COVID-19 containment efforts, we believe that the company could resume burning cash and that liquidity could become thin enough to raise the risks of a near-term default." "The company's position as a budget fitness operator within the Planet Fitness network, geographic footprint in states with few COVID-19 restrictions, and closures of competitors' clubs could drive a modestly faster recovery than for some of its peers. We believe budget fitness operators have experienced lower membership declines in 2020 than mid-tier and luxury fitness operators, and that budget operators may be able to grow their membership bases despite a weaker economic environment as customers trade down to lower-tier gyms, which could be a tailwind for Excel Fitness in 2021. In addition, we understand that fewer COVID-19 restrictions, and consumers' approach to COVID-19 safety in the southern U.S .have had less of an impact on Excel Fitness' membership base and revenue than many of its peers and the Planet Fitness network as a whole. While the Planet Fitness network likely saw membership declines in 2020 above 15% from the pre-pandemic peak, Excel Fitness has only seen a membership decline of around 10%. We largely attribute this to the company's geographic concentration in Texas, North Carolina, and other states in the southern U.S., where consumers may be quicker to return to the gym and face fewer government-mandated restrictions around doing so. We also believe that pandemic-driven bankruptcies and permanent closures of competitors' clubs could result in less competition in Excel Fitness' markets, and opportunities to engage with consumers who have been displaced from shuttered clubs. Given that many of the clubs that have closed have been mid-tier fitness operators, we believe former members of these clubs may be more likely to trade down to a budget fitness club, and therefore may be more likely to join Excel Fitness than its mid-tier and luxury competitors." "The negative outlook reflects the possibility of a downgrade if further COVID-19-related restrictions on the company's operations, or worse-than-expected membership and revenue could weaken its liquidity. We could also downgrade the company if a restructuring or default appears likely in the next 12 months. Significant potential remains for COVID-19 shutdowns and disruptions, even in the company's southern U.S. club footprint, and a potentially longer-than-expected vaccine distribution schedule could result in a weaker-than-expected recovery scenario for Excel Fitness. Additionally, if consumer fitness habits have changed on a longer-term basis as a result of COVID-19, the company could significantly underperform our expectations for membership and revenue recovery. However, if we believe that the company could outperform our base-case forecast, we could consider revising the outlook to stable or positive or raise the rating." "We believe the company's franchisor Planet Fitness' delay of equipment refresh spending requirements until 2022 will benefit cash flow in 2021, but that the company will resume some level of club development in 2021. We expect the payback of lease deferrals from COVID-19 closures will result in modest operating cash flow. Under our base-case assumption, we have assumed the development of five clubs in 2021, another five in 2022, and that total capex spending will be approximately $20 million to $23 million in 2021. Because of these assumptions we expect the company's free operating cash flow will be in the negative $15 million area in 2021. However, we believe that if membership and revenue recovery were to underperform our base-case forecast, the company would pull back significantly on club growth spending and would delay other discretionary capex through 2021." "The negative outlook reflects the possibility of a downgrade if the company underperforms our current base-case forecast for membership and revenue that causes the company to burn cash from operations. This could occur from additional unanticipated COVID-19-related club closures or worse-than-expected membership and revenue declines that weaken the company's liquidity, which is already modest on a nominal basis, or if we believe that a restructuring or default of some form would be likely over the subsequent 12 months." "We could lower the rating if we believed that the company could significantly underperform our base-case forecast for revenue and EBITDA recovery, that cash burn could resume, or if a distressed exchange or default appears likely in the next 12 months." "We could revise the outlook to stable or positive, or raise the rating, if we believe the company was beginning to grow its membership base and revenue in a matter that would allow it to sustain leverage below 7.5x." EYEPOINT PHARMACEUTICALS: Ocumension Has 16.6% Stake as of Dec. 31 ------------------------------------------------------------------ Ocumension Therapeutics disclosed in a Schedule 13D filed with the Securities and Exchange Commission that as of Dec. 31, 2020, it beneficially owns 3,010,722 shares of common stock of EyePoint Pharmaceuticals, Inc., which represents 16.6 percent of the shares outstanding. On Dec. 31, 2020, the Issuer entered into a Share Purchase Agreement with Ocumension Therapeutics, incorporated in the Cayman Islands with limited liability, pursuant to which the Issuer offered and sold to the Investor 3,010,722 shares of the Issuer's common stock, par value $0.001 per share, at a purchase price of $5.2163 per share, which was the five-day volume weighted average price of the Common Stock as of the close of trading on Dec. 29, 2020. The shares of Common Stock issued to the Investor in the Transaction represented approximately 19.9% of the shares of Common Stock outstanding immediately prior to the closing of the Transaction on the Closing Date. The aggregate gross proceeds from the Transaction were approximately $15.7 million. The Issuer intends to use the net proceeds from the Transaction to continue to fund research and development expenditures related to the advancement of EYP-1901 for retinal diseases and the Issuer's other product candidates, the commercialization of DEXYCU and YUTIQ and for general corporate purposes, which may include working capital, capital expenditures, clinical trial expenditures, acquisitions of new technologies, products or businesses in ophthalmology, and investments. Pursuant to the Share Purchase Agreement and subject to certain limited exceptions, the Investor is prohibited from selling, transferring or otherwise disposing of the shares of Common Stock acquired in the Transaction for a period of 12 months following the Closing Date. In addition, for so long as the Investor owns a number of shares of Common Stock equal to at least 75% of the shares of Common Stock it acquired on the Closing Date, the Investor is entitled to participate in subsequent issuances of equity securities of the Issuer in order to maintain its ownership percentage, subject to certain exceptions for, among other things, the issuance of equity awards pursuant to equity incentive plans, inducement awards and/or employee stock purchase plans and the issuance of shares of Common Stock pursuant to "at-the-market" equity offering programs, including pursuant to that certain Controlled Equity OfferingSM Sales Agreement, dated Aug. 5, 2020, by and between the Issuer and Cantor Fitzgerald & Co, as may be amended from time to time. Pursuant to the Share Purchase Agreement, the Issuer is required, within 45 days following the Closing Date, to file a shelf registration statement with the Securities and Exchange Commission registering for resale the shares of Common Stock issued to the Investor in the Transaction, and use commercially reasonable efforts to cause such shelf registration statement to be declared effective by the SEC within 120 days following the Closing Date. The shares of Common Stock sold and issued in the Transaction have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1314102/000090514821000072/efc21-073_sc13d.htm About EyePoint Pharmaceuticals EyePoint Pharmaceuticals, formerly pSivida Corp. -- http://www.eyepointpharma.com-- headquartered in Watertown, MA, is a specialty biopharmaceutical company committed to developing and commercializing innovative ophthalmic products in indications with high unmet medical need to help improve the lives of patients with serious eye disorders. The Company currently has two commercial products: DEXYCU, the first approved intraocular product for the treatment of postoperative inflammation, and YUTIQ, a three-year treatment of chronic non-infectious uveitis affecting the posterior segment of the eye. Eyepoint reported a net loss of $56.79 million for the year ended Dec. 31, 2019. For the six months ended Dec. 31, 2018, the Company reported a net loss of $44.72 million. As of Sept. 30, 2020, the Company had $76.79 million in total assets, $69.19 million in total liabilities, and $7.59 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, the Company's auditor since 2008, issued a "going concern" qualification in its report dated March 13, 2020, citing that the combination of the Company's limited currently available cash, cash equivalents and available borrowings, together with its history of losses, and the uncertainty in timing of cash receipts from its newly launched products raise substantial doubt about the Company's ability to continue as a going concern. FERRELLGAS PARTNERS: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------------- The U.S. Trustee for Region 3 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Ferrellgas Partners, LP and Ferrellgas Partners Finance Corp. About Ferrellgas Partners Ferrellgas Partners, L.P. (OTC: FGPR) -- https://www.ferrellgas.com/ -- is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and Ferrellgas, LP, the operating partnership. Ferrellgas serves propane customers in all 50 states, the District of Columbia, and Puerto Rico. Ferrellgas employees indirectly own 22.8 million common units of the partnership, through an employee stock ownership plan. Partners and 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. 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 LP was not included in the Chapter 11 filing. It has ample liquidity and is operating normally. James E. Ferrell, chief executive officer and president, signed the petitions. At the time of the filing, Partners was estimated to have $100 million to $500 million in both assets and liabilities while 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 and solicitation agent. FIRST RESPONSE: Seeks to Hire Bultynck & Co as Accountant --------------------------------------------------------- First Response Fire Protection seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to employ Bultynck & Co., P.L.L.C. as its accountant. The Debtor requires an accountant to reconcile bank accounts, prepare a monthly financial and cash budget, maintain accountants working papers, and prepare tax returns and review previously filed returns. Bultynck & Co will be paid a monthly fee of $250 and will be reimbursed for out-of-pocket expenses incurred. David Bultynck, a partner at Bultynck & Co., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Bultynck & Co can be reached at: David Bultynck Bultynck & Co., P.L.L.C. 15985 Canal Rd. Clinton Township, MI 48038 Tel: (586) 286-7300 About First Response Fire Protection Based in New Baltimore, Mich., First Response Fire Protection, Inc. provides fire protection services for over 15 years. First Response Fire Protection sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-52260) on Dec. 10, 2020. First Response President Scott Sharpe signed the petition. At the time of the filing, the Debtor had estimated assets of between $100,000 and $500,000 and liabilities of between $1 million and $10 million. The Debtor tapped Stevenson & Bullock, P.L.C. as its legal counsel and Bultynck & Co., P.L.L.C. as its accountant. FLEXOGENIX GROUP: Unsecureds to Split $88K in Amended Plan ---------------------------------------------------------- Debtors Flexogenix Group, Inc. ("Flex Group"), Flexogenix Oklahoma, P.C. ("Flex OK"), Flexogenix Georgia, P.C. ("Flex GA"), Flexogenix North Carolina, P.C. ("Flex NC"), and Whalen Medical Corporation ("WMC,") filed a Second Amended Joint Plan of Reorganization and a corresponding Disclosure Statement on Jan. 19, 2021. The Second Amended Disclosure Statement says the Plan provides for the revesting of substantially all of the Debtors' assets in the Reorganized Debtors and payments to Creditors on account of their Allowed Claims. The Effective Date of the proposed Plan is expected to be June 1, 2021. Following the Effective Date, the Flex Group, Flex NC, and Flex OK will continue to maintain their operations. Flex GA and WMC are no longer operating their business and are liquidating their assets. All interests in Flex GA and WMC will be canceled on the Effective Date. Flex GA and WMC will be deemed dissolved and will conduct no business and have no employees after the Effective Date. Unsecured claims each for $1,000 or less, or for more than $1,000 that the claimant elects to reduce to $1,000 are classified as convenience claims in Class 3. Holders of convenience claims will be paid in cash, in full, on, or as soon as reasonably practicable after, the Effective Date. No interest will be paid on the claims. The Debtors estimate that $17,640 will be paid on the Effective Date to holders of convenience claims. Beginning on the first Business Date of the first calendar month following the end of the calendar quarter in which the Allowed Priority Tax Claims are paid in full, and continuing on the same date of the month following each calendar quarter thereafter, the Holders of Allowed Class 4 General Unsecured Claims will receive pro-rata distributions of $88,000, until the earlier of the date on which all Allowed Class 4 Claims have been paid in full, and 48 months following the date of the first distributions to Holders of Allowed Class 4 Claims under the Plan. Based on the projected Effective Date of June 1, 2021, it is anticipated that payments to Holders of Allowed Class 4 Claims will begin to receive distributions under the Plan on or about Oct. 1, 2024. All cash necessary for the Reorganized Debtors to make payments required by the Plan will be obtained from existing Cash balances, and the operation of the Reorganized Debtors. A full-text copy of the Second Amended Disclosure Statement dated Jan. 19, 2021, is available at https://bit.ly/3c5bIpO from PacerMonitor.com at no charge. Counsel for the Debtors: Jeremy W. Faith Monsi Morales MARGULIES FAITH LLP 16030 Ventura Blvd., Suite 470 Encino, CA 91436 Telephone: (818) 705-2777 Facsimile: (818) 705-3777 E-mail: Jeremy@MarguliesFaithLaw.com Monsi@MarguliesFaithLaw.com About Flexogenix Group Flexogenix Group, Inc. -- https://flexogenix.com/ -- offers non-surgical solutions for knee pain, osteoarthritis, and injuries. Flexogenix treatments have options for acute injuries as well as chronic overuse conditions. The company has locations in Atlanta, Cary, Raleigh, Charlotte, Greensboro, Los Angeles, and Oklahoma City. Flexogenix Group and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 19 12927) on March 18, 2019. At the time of the filing, Flexogenix Group was estimated to have assets between $1 million and $10 million and liabilities of between $10 million and $50 million. Judge Barry Russell oversees the cases. The Debtors tapped Margulies Faith LLP as legal counsel; Levy, Sapin, Ko & Freeman, as tax accountant; Nelson Hardiman, LLP as special counsel; and Grobstein Teeple LLP as accountant and financial advisor. FOUNDATION BUILDING: Moody's Assigns B2 CFR & Rates New Notes Caa1 ------------------------------------------------------------------ Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Foundation Building Materials, Inc. Moody's also assigned a B2 rating to Foundation's proposed senior secured term loan and senior secured delayed draw term loan and a Caa1 rating to the company's proposed senior unsecured notes due 2029. The outlook is stable. American Securities LLC, through its affiliates, is acquiring all the outstanding shares of Foundation for about $1.37 billion. The B1 CFR, B1-PD PDR, all debt ratings and outlook for Foundation Building Materials Holding Company LLC will be withdrawn at closing. At the same time, American Securities is acquiring for about $850 million Beacon Supply, Inc.'s (Beacon) interior segment, which will be merged into Foundation. Foundation's capital structure will consist of a $400 million asset based revolving credit facility expiring in 2026, a $1.26 billion senior secured term loan maturing 2028 and $420 million in senior unsecured notes due 2029. Proceeds from the borrowings and a cash contribution of about $634 million from American Securities will be used to acquire all the publicly traded shares of Foundation, repay the company's outstanding debt and acquire the interior business from Beacon. "The considerable amount of debt employed by American Securities in the buyout and the acquisition of the interior segment of Beacon Supply results in a much more leveraged capital structure relative to when Foundation was a publicly traded company," according to Peter Doyle, a Moody's VP-Senior Analyst. The following ratings are affected by today's action: Assignments: Issuer: Foundation Building Materials, Inc. Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 Gtd Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3) Gtd Senior Secured 1st Lien Delayed Draw Term Loan, Assigned B2 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD6) Outlook Actions: Issuer: Foundation Building Materials, Inc. Outlook, Assigned Stable RATINGS RATIONALE Foundation's B2 CFR reflects Moody's expectation that the company will remain highly leveraged. Moody's projects pro forma adjusted debt-to-LTM EBITDA will approximate 6.3x at year-end 2021. Moody's forecasts adjusted free cash flow-to-debt will near 5% in 2021. Debt service requirements, including cash interest payments and term loan amortization, will approach $100 million per year, constraining cash flow and reducing financial flexibility. At the same time, Foundation may face challenges from the integration of Beacon's interior business and future bolt on acquisitions, and from strong competition. Good profitability provides an offset to Foundation's leveraged capital structure. Moody's forecasts adjusted EBITDA margin in the range of 7.5% - 10% for 2021. Profitability will benefit from higher volumes from growth in end markets and the resulting operating leverage from that growth. Moody's projects pro forma revenue will grow to $3.1 billion for 2021 from $3.0 billion for 2020. Moody's also calculates interest coverage, measured as EBITA-to-interest expense, will be around 2.5x in 2021, which is reasonable given the company's considerable interest expense. Domestic construction end markets, the driver of Foundation's revenue, are showing resiliency during the coronavirus outbreak and resulting economic concerns. Non-residential construction (combined new construction and repair and remodeling activity), representing approximately two-thirds of pro forma revenue, is exhibiting stability with growth opportunities. New home construction accounts for about one-third of Foundation's pro forma revenue. Moody's has a positive outlook for the US Homebuilding sector with good growth expected. As a national distributor with diverse product offerings, Foundation should benefit from high levels of spending in these end markets. Governance characteristics we consider in Foundation's credit profile include an aggressive financial strategy, evidenced by high leverage. Moody's expects that the company will pursue bolt-on acquisitions to build scale, using cash flow as the primary source of funding. However, dividends are an ongoing possibility. The Board of Directors has not been finalized. Moody's believes there will be eight directors of whom four will be independent. This differs positively from other private equity owned companies in which the sponsor has majority control. However, American Securities, the private equity sponsor, will have significant influence regarding Foundation's financial policies. There is also risk associated with the transfer of ownership, which could result in a financial strategy that differs from previous experience. Also, Moody's forecasts that Foundation will have good liquidity over the next two years. Robust cash flow, substantial revolver availability and no near-term maturities provide more than ample financial flexibility for Foundation to integrate Beacon's interior business, for future bolt on acquisitions and to contend with ongoing competition. The stable outlook reflects Moody's expectation that Foundation's leverage will trend below 6.0x over the next two years. A good liquidity profile and Moody's expectation that Foundation will successfully integrate Beacon's interior business without impacting operations further supports the stable outlook. The B2 rating assigned to Foundation's senior secured term loan, the same rating as the Corporate Family Rating, results from its subordination to the company's asset based revolving credit facility but priority claim relative to the company's senior unsecured notes. The term loan has a first lien on substantially all noncurrent assets and a second lien on assets securing the company's asset based revolving credit facility (ABL priority collateral). The Caa1 rating assigned to the company's senior unsecured notes due 2029, two notches below the Corporate Family Rating, results from their subordination to the company's considerable amount of secured debt. The senior secured term loan is expected to contain certain covenant flexibility for transactions that can adversely affect creditors. The documents governing the company's senior secured term loan gives Foundation the ability to incur incremental indebtedness with a free and clear basket not to exceed 100% LTM consolidated EBITDA, plus any unused amounts under the general debt basket incurred as incremental, plus additional amounts so long as after closing: first lien net leverage ratio does not exceed closing date first lien net leverage by 0.25x (for pari passu indebtedness); either, (i) senior secured net leverage does not exceed closing date senior secured net leverage by 1.25x, or (ii) interest coverage is not less than 2.00x (for junior secured indebtedness); and, either (i) total net leverage does not exceed closing date total net leverage by 1.25x or (ii) interest coverage is not less than 2.00x. Alternatively, all ratio tests may be satisfied so long as leverage does not increase or interest coverage does not decrease on a pro forma basis if incurred in connection with a permitted acquisition or investment. Collateral leakage is permitted through the transfer of assets to unrestricted subsidiaries, subject to carve-out capacity; subject to limitations on dispositions or investments of any intellectual property that, in the good faith determination of the borrower, is material to the operation of the business taken as a whole. Only wholly-owned subsidiaries must provide guarantees, raising the risk of potential guarantee release; partial dividends of ownership interests could jeopardize guarantees. Foundation's obligation to prepay loans with the net proceeds of asset sales steps down to 50% and 0% if pro forma first lien net leverage is reduced by 0.50x ad 1.00x, respectively. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade: Debt-to-LTM EBITDA approaching 5.0x EBITA-to-interest expense is maintained near 2.5x Preservation of good liquidity Factors that could lead to a downgrade: Debt-to-LTM EBITDA is sustained above 6.0x The company's liquidity profile deteriorates Aggressive acquisition or shareholder initiatives Foundation Building Materials, Inc., headquartered in Santa Ana, California, is a national building materials distributor of wallboard, suspended ceilings systems, metal framing, insulation and other material. American Securities LLC, through its affiliates, will be the owner of Foundation. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. FRANK & LUPE: March 2 Plan & Disclosure Hearing Set --------------------------------------------------- On Jan. 8, 2021, Frank & Lupe II, LLC, filed with the U.S. Bankruptcy Court for the District of Arizona a Plan of Reorganization and a Disclosure Statement. On Jan. 19, 2021, Judge Eddward P. Ballinger Jr. conditionally approved the Disclosure Statement and ordered that: * March 2, 2021 at 11:00 a.m. is the telephonic hearing to consider final approval of the Disclosure Statement and confirmation of the Plan. * March 1, 2021 is the deadline for non-governmental creditors to file proof of claims. * Feb. 23, 2021 is fixed as the last day for any party to file an objection to approval of the Disclosure Statement or confirmation of the Plan. * Feb. 23, 2021 is fixed as the last day for any creditor desiring to vote for or against confirmation of the Plan to complete and sign a ballot. A full-text copy of the order dated January 19, 2021, is available at https://bit.ly/2YqbJwF from PacerMonitor.com at no charge. Attorneys for the Debtor: Thomas H. Allen Philip J. Giles David B. Nelson ALLEN BARNES & JONES, PLC 1850 N. Central Ave., Suite 1150 Phoenix, Arizona 85004 Tel: (602) 256-6000 Fax: (602) 252-4712 E-mail: tallen@allenbarneslaw.com pgiles@allenbarneslaw.com dnelson@allenbarneslaw.com About Frank & Lupe II Frank & Lupe II, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 20-02778) on March 16, 2020, disclosing under $1 million in both assets and liabilities. Judge Eddward P. Ballinger Jr. oversees the case. The Debtor tapped Allen Barnes & Jones as its legal counsel, and A&A Accounting and Tax Services, LLC as its accountant. G.A.F. SEELIG: Feb. 25 Plan Confirmation Hearing Set ---------------------------------------------------- On Dec. 8, 2020, debtor G.A.F. Seelig filed with the U.S. Bankruptcy Court for the Eastern District of New York a Plan of Liquidation and Disclosure Statement. On Jan. 19, 2021, Judge Elizabeth S. Stong ordered that: * The Disclosure Statement is approved as containing adequate information as required by Section 1125(a) of the Bankruptcy Code, provided, however, Debtor will include a chart demonstrating how funds will be distributed to holders of Allowed Claims. * Feb. 18, 2021, is fixed as the last day to submit all ballots in order to be considered among the votes to be cast either in acceptance or in rejection of the Plan. * Feb. 25, 2021, at 11:00 a.m. is the hearing to consider confirmation of the Plan. * Feb. 18, 2021, is fixed as the last day to file objections, if any, to confirmation of the Plan. * Feb. 19, 2021, is fixed as the last day for the Debtor to file a ballot certification with the Court. A full-text copy of the order dated Jan. 19, 2021, is available at https://bit.ly/39jbmu5 from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael L. Moskowitz Adrienne Woods WELTMAN & MOSKOWITZ, LLP 270 Madison Avenue, Suite 1400 New York, New York 10016-0601 Tel: (212) 684-7800 E-mail: mlm@weltmosk.com aw@weltmosk.com About G.A.F. Seelig Headquartered in Woodside, New York, G.A.F. Seelig, Inc., is a family-owned company that distributes dairy products (skims, lo fats, whole milk), creams, yogurts, juices, water, imported and domestic cheeses, purees, raviolis and pastas, oils and vinegars, chocolate and an ever expanding array of food service items. G.A.F. Seelig, Inc., filed Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 17-46968) on Dec. 30, 2017. In the petition signed by Rodney P. Seelig, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The Debtors tapped Michael L Moskowitz, Esq., at Weltman & Moskwitz, LLP, as bankruptcy counsel; and MYC & Associates, Inc., as auctioneer. G.A.F. SEELIG: Unsecureds Last to Be Paid in Liquidating Plan ------------------------------------------------------------- G.A.F. Seelig, Inc., filed a plan of liquidation on Jan. 19, 2021. The Plan proposes to pay creditors of the Debtor from Debtor's assets which have been liquidated and converted into cash. The Plan provides for one Class consisting of all General Unsecured Claims and one Class of Equity Interest holders. Creditors holding Allowed General Unsecured Claims will receive a pro-rata share of the cash available for distribution from the General Unsecured Claims Pool within 10 business days of the date upon which all Class 1 Claims are deemed Allowed or Disallowed. The Plan also provides for the payment in full of Allowed Administrative Expense Claims, Allowed Professional Fee Claims and Allowed WARN Claims entitled to priority. Subject to other provisions in the Plan, Liquidating and Disbursing Agent shall pay to the New York State Department of Labor's Proof of Claim No. 104 with $350,266 in cash on the Effective Date or as soon thereafter as is practicable pursuant to the Order Approving Stipulation of Settlement With New York State Department of Labor. DOL will be responsible, as provided in the DOL Settlement, for distributing the funds to individual claimholders. Class 1 General Unsecured Claims are impaired and, as such, each holder of a General Unsecured Claim is entitled to vote to accept or reject the Plan. Holders of Allowed Class 1 Claims shall be paid on the later of the Effective Date and the date within 10n business days after the date on which all Disputed General Unsecured Claims are Allowed or Disallowed by final order of the Bankruptcy Court. Each such holder of an Allowed General Unsecured Claim shall receive a pro-rata share of the General Unsecured Claims Pool, or such other lesser treatment as may be agreed upon by Liquidating and Disbursing Agent and the claimant. The percentage to be paid to General Unsecured Creditors is unknown at this time. "General Unsecured Claims Pool" means the funds remaining in the estate after all Administrative Claims, Professional Fee Claims, U.S. Trustee Fees, and Priority Claims have been paid in full. Class 2 Equity Interests are impaired as they will receive no distribution under the Plan. Class 2 Equity Interests are deemed to reject the Plan and, as such, are not entitled to vote to accept or reject the Plan. On the Effective Date, all Class 2 interests will be deemed canceled, null and void and of no force and effect. A full-text copy of the Plan of Liquidation dated Jan. 19, 2021, is available at https://bit.ly/2NyoP8N from PacerMonitor.com at no charge. Attorneys for the Debtor: Michael L. Moskowitz Adrienne Woods WELTMAN & MOSKOWITZ, LLP 270 Madison Avenue, Suite 1400 New York, New York 10016-0601 Tel: (212) 684-7800 E-mail: mlm@weltmosk.com aw@weltmosk.com About G.A.F. Seelig Headquartered in Woodside, New York, G.A.F. Seelig, Inc., is a family-owned company that distributes dairy products (skims, lo-fats, whole milk), creams, yogurts, juices, water, imported and domestic cheeses, purees, raviolis and pastas, oils and vinegars, chocolate and an ever expanding array of food service items. G.A.F. Seelig, Inc., filed Chapter 11 petitions (Bankr. E.D.N.Y. Case Nos. 17-46968) on Dec. 30, 2017. In the petition signed by Rodney P. Seelig, president, the Debtor estimated assets of $1 million to $10 million and liabilities of the same range. The Debtors tapped Michael L Moskowitz, Esq., at Weltman & Moskwitz, LLP, as bankruptcy counsel; and MYC & Associates, Inc., as auctioneer. GATEWAY FOUR: Trustee Selling Gateway Two's El Monte Property ------------------------------------------------------------- David K. Gottlieb, the Chapter 11 Trustee of Gateway Two, LP, Gateway Four, LP, and Gateway Five, LLC, asks the U.S. Bankruptcy Court for the Central District of California to authorize the auction sale of Gateway Two's real property located at 10561 Santa Fe Drive, in El Monte, California, scheduled to be held concurrently with the hearing on the Motion, on Feb. 12, 2021, at 10:00 a.m. The proposed sale of the Gateway Two Property is subject to the terms and conditions set forth in the Stipulation: (1) Granting Limited And Conditional Relief From The Automatic Stay To TPMC Services, LLC; And (2) Establishing Bidding And Auction Procedures For The Sale Of The Real Property Owned By The Gateway Two, LP Bankruptcy Estate, which was approved by the Court at a hearing held on Jan. 11, 2021. The Trustee is asking that the Court approves the sale of the Gateway Two Property free and clear of all liens, claims, encumbrances and other interests, subject to approved title exemptions. Pursuant to the Sale Procedures Stipulation, in order to be eligible to participate in the Auction, prospective bidders (other than TPMC Services, LLC) will be required by Feb. 8, 2021, to, among other things as more specifically set forth in the Sale Procedures Stipulation: (1) submit a cash deposit in the amount of $250,000; (2) provide a proposed form of asset purchase agreement or a redlined version of a form provided to the prospective bidder by the Trustee; and (3) provide to the Trustee evidence that the prospective bidder is a financially qualified party. The minimum required bid for the Gateway Two Property at the Auction will be $9.65 million. TMPC Services, LLC which is the senior secured creditor of the Gateway Two Property, may, but is not required to, make a credit bid in the amount of its secured claim against the Gateway Two Property at the Auction pursuant to section 363(k). All other bids for the purchase of the Gateway Two Property must be all cash bids. Additional terms and conditions of the requirements and procedures for the Auction are set forth in the Sale Procedures Stipulation. The Trustee will file a supplement to the Motion as soon as practicable after the Bid Qualification Deadline to provide the Court with an update regarding qualified bidders and the status of the proposed sale. The winning bidder, or the winning backup bidder, as the case may be, must close its purchase of the Gateway Two Property by no later than March 15, 2021. The winning bidder, or the winning backup bidder, as the case may be, may purchase a one-time extension of the Closing Date by up to 31 days, i.e., through and including April 15, 2021, by delivering to the Trustee's counsel a cash payment equal to the total number of the days of the requested extension not to exceed 31 days, at a per diem rate of $110,000 divided by the number of days beyond the Closing Date, which Extension Payment must be delivered by wire transfer by no later than March 15, 2021 pursuant to the terms of the Sale Procedures Stipulation. The Extension Payment will be in addition to and not serve as a credit against the winning bid of the winning bidder, or the winning backup bidder, as the case may be. Following the entry of the Sale Order, the $250,000 cash deposit of the winning bidder at the Auction will (1) be deemed nonrefundable, (2) serve as a credit against the winning bidder's purchase price, and (3) be promptly turned over to TPMC by the Trustee which will apply such cash deposit as a pay down of TPMC's secured claim. If the winning bidder does not close its purchase of the Gateway Two Property by the Closing Date or the Extended Closing Date, as the case may be, and there is a backup bidder declared at the Auction, the backup bidder will have up to 60 days following the date that the backup bidder is notified by the Trustee in writing to close its purchase of the Gateway Two Property at the backup bidder's purchase price. Within three business days following the backup bidder's receipt of such written notification from the Trustee, the backup bidder will provide the Trustee written notice whether it desires to have the full 60 days within which to close its purchase or some lesser period, and the per diem amount of money calculated in the same manner as set forth above based upon the number of days selected by the backup bidder beyond March 15, 2021 will be nonrefundable to the backup bidder. In such circumstances, the backup bidder will be entitled to select an extended closing date beyond April 15, 2021, notwithstanding the language above, as long as the extended closing date is not more than 45 days after providing the Trustee the Backup Bidder's Notice. The Backup Bidder's cash deposit pursuant to the Sale Procedures Stipulation will be promptly turned over to TPMC by the Trustee upon receipt of the Backup Bidder's Notice from the backup bidder and the backup bidder will directly pay TPMC the Backup Bidder's Extension Payment within three business days of providing the Trustee the Backup Bidder's Notice, both of which TPMC will apply as a pay down of TPMC's secured claim. As set forth in the Sale Procedures Stipulation, the Trustee will deliver the Gateway Two Property to the winning bidder (including TMPC based upon a credit bid in the amount of its Secured Claim subject to the provisions of the Sale Procedures Stipulation) on an "as-is, where-is" basis, without any representations or warranties, free and clear of any encumbrances or liens, subject to approved title exemptions. In order to ensure that the highest price possible is paid for the Gateway Two Property, the Trustee's proposed sale is subject to overbidding at the Auction. The Trustee has retained NAI Capital Commercial, Inc. to market the Gateway Two Property for overbid and to work with the Trustee to conduct the Auction in the event of two or more qualified bidders. The Broker has marketed the Gateway Two Property and will continue to do so through the Auction. In addition, the Trustee, through his financial advisor Sherwood Partners, Inc., has established an extensive data room for prospective bidders to obtain diligence information. To assist in the overbid process, the Trustee's counsel prepared a purchase and sale agreement template for prospective bidders to use if they want, which is available upon request. The Trustee respectfully asks that the Court grants the Motion and immediately thereafter enter a Sale Order (within no later than five days of the Auction). In order to facilitate the most expeditious Closing possible, the Trustee asks that the Sale Order be effective immediately upon entry by providing that the 14-day waiting period of Bankruptcy Rule 6004(h) is waived. About Gateway Four LP Gateway Four LP and its affiliates Gateway Two LP and Gateway Five LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-11581) on Aug. 31, 2020. In the petition signed by its president, James Acevedo, Gateway Four disclosed assets ranging between $50 million to $100 million and liabilities ranging between $10 million to $50 million. Judge Martin R. Barash oversees the case. Daniel M. Shapiro, Attorney at Law serves as the Debtors' counsel, and the Law Office of Sevan Gorginian as co-counsel. GL BRANDS: Merida DIP Loan, Cash Collateral Access OK'd ------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division, has authorized GL Brands, Inc. and affiliates to, among other things, use cash collateral on a final basis and obtain DIP financing from Merida Capital Partners III LP. The Debtors require cash to meet payroll obligations and related taxes, pay sales taxes, purchase inventory, and pay lessors and licensors of software. Unless permitted to borrow money, the Debtors will run out of cash in January 2021 and will be forced to close, resulting in the loss of going concern value. The Debtors, except for Leafceuticals, Inc., owe $260,240 to Merida Capital Partners III LP pursuant to a secured promissory note issued in 2020 with the obligations secured by pre-petition liens on all assets of the Debtors, except for LFC. Merida has filed UCC-1 financing statements to perfect its pre-petition liens. Accordingly, Merida as Existing Secured Creditor asserts pre-petition liens on the Pre-Petition Collateral, including all cash collateral, which the Debtors (except for LFC, and only as to itself) have agreed not to contest. Separate and apart from their overleveraged capital structure, at the Petition Dates, the Debtors are running low on cash. Much of the Debtors' sales volume is derived from retail sales in brick and mortar store locations. The COVID-19 pandemic substantially reduced the Debtors' sales volume and accelerated the need for Chapter 11 relief. The Debtors owe approximately $450,000 to various lessors and trade creditors. In connection with the DIP Financing Agreement, the Debtors and Merida, in its capacity as Existing Secured Creditor and as DIP Lender, have agreed to the terms of a 15-week Final Budget. The DIP Budget runs through the week of March 28, 2021. However, the DIP Financing Agreement allows for agreed extensions of the DIP Budget without further Court Order. The DIP Budget will end, and the DIP Loan will mature on: -- March 31, 2021, unless the Debtors file a plan of reorganization by that date, and -- June 30, 2021, if a plan of reorganization is not confirmed by that date. Under the DIP Financing Agreement, the plan must provide that the DIP Obligations will be repaid in full in cash, or be otherwise acceptable to the DIP Lender. Otherwise, the DIP Loan will become due and payable. Under the terms of the DIP Financing Agreement, the Debtors propose to borrow, and the DIP Lender proposes to lend the Debtors up to $750,000 on a revolving basis in accordance with the prior 14-Day Budget and the DIP Budget. The Debtors have paid an initial 1% commitment fee of $7,500, which was added to the principal balance. The unpaid principal balance will bear interest at an annual rate of 15%, with a default rate of 17%. The Debtors have made draws under the DIP Loan. As of January 15, 2021, the Debtors owe the DIP Lender $204,497 in principal on the DIP Loan, together with accrued interest thereon. The Debtors are permitted to make additional draws in accordance with the DIP Budget. The Debtors will be required to pay "Excess Cash" as defined in the DIP Financing Agreement back to the DIP Lender at the end of each week to reduce the principal balance. Repayments of Excess Cash can be re-borrowed in accordance with the DIP Budget. The DIP Financing Agreement provides a $75,000 carve-out from the cash collateral for certain administrative expenses other than the DIP Loan and usage of cash collateral. In particular, the Carve-out intended to cover, among others, the professional fees of the Debtors' counsel and Quarterly U.S. Trustee's fees. The Debtors said the Carve-out is appropriate and the amount of the Carve-out is reasonable and adequate under the circumstances. Merida is granted adequate protection of its interest in cash collateral through: (a) the preservation and continued operation of the Debtors' business and going concern value; (b) except as to LFC, the granting to the Existing Secured Creditor of automatically perfected, first priority post-petition replacement liens on all assets of the Debtors, subject only to the Carve-out, and the DIP Liens; (c) except as to LFC, a super-priority administrative claim, junior only to the super-priority administrative claims of the DIP Loan, and subject only to the Carve-out; and (d) the Debtors' adherence to the DIP Budget, subject to Permitted Variances, which variances are 10%. The Debtors are authorized but not directed to sell their interest in Rocky Mountain High Brands, Inc. stock at any time between January 1 and June 30 with the net sale proceeds applied to repay the prepetition Existing Secured Debt provided, however, that the sale must be approved by separate Court order after the filing of a motion under 11 U.S.C. section 363 disclosing the terms of the sale, and after notice and a hearing on the motion. A copy of the Final Order is available at https://bit.ly/2YiySRk from PacerMonitor.com. About GL Brands GL Brands -- https://www.glbrands.com/ -- formerly d/b/a Freedom Leaf, is a global hemp consumer packaged goods company engaged in the development and sale of cannabis-derived wellness products. Through its premier brands Green Lotus and Irie CBD, GL Brands delivers a full portfolio of hemp-derived CBD products, including tinctures, soft gels, gummies, sparkling beverages, vapes, flower and topical segments to promote greater wellness and balance, in the U.S. and throughout the world. On Dec. 17, 2020, GL Brands, Inc. et al sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-43800). GL Brands disclosed total assets of $100,000 to $500,000 and total liabilities of $10 million to $50 million. The petition was signed by CEO Carlos Frias. Judge Edward L. Morris oversees the case. The Debtors tapped Robert A. Simon, Esq., at Whitaker Chalk Swindle and Schwartz, as bankruptcy counsel. GRAPHIC PACKAGING: S&P Affirms BB+ Rating on Senior Unsecured Notes ------------------------------------------------------------------- S&P Global Ratings affirmed its 'BB+' issue-level rating on Graphic Packaging International LLC's senior unsecured notes and revised the recovery rating to '4' from '3'. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 40%) recovery in the event of a default. These actions follow the company's recent issuance of a $425 million term loan due January 2028. The new term loan bears interest at a fixed rate of 2.67%, does not amortize, and is pari passu with the company's existing secured term loans. Graphic Packaging used the proceeds from the new term loan, together with cash on hand, to redeem its 4.75% senior unsecured notes due 2021. Despite being a leverage-neutral transaction, the increase in the amount of secured debt in the company's capital structure reduces S&P's recovery expectations for the unsecured lenders in the rating agency's hypothetical default scenario. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P's simulated default scenario contemplates a default occurring in 2025 following an abnormally weak macroeconomic environment that reduces the company's end-market demand, which leads to lower business volumes and rising raw material and energy costs. Graphic's cash flow would become insufficient to cover its interest expense, the required amortization on its term loans, its working capital, and its maintenance capital outlays. S&P assumes these conditions would impair the company's ability to meet its fixed charges, which eventually drains its liquidity and triggers a bankruptcy filing. S&P believes Graphic's underlying business would continue to have considerable value. Therefore, the rating agency expects that the company would emerge from bankruptcy rather than pursue a liquidation. Simulated default assumptions -- Simulated year of default: 2025 -- EBITDA multiple: 6.0x -- EBITDA at emergence: $750.7 million -- Jurisdiction: U.S. Simplified waterfall -- Net enterprise value (after 5% administrative costs): $4.279 billion -- Valuation split: 85%/15% -- Priority claims: $560 million -- Value available to first-lien debt (collateral/noncollateral): $3.494 billion/$225 million -- Secured debt claims: $2.990 billion -- Value available to unsecured debt (collateral/noncollateral): $504 million/$225 million -- Senior unsecured debt claims: $1.683 billion -- Recovery expectations: 30%-50% (rounded estimate: 40%) Note: Debt amounts include six months of accrued interest that it assumes will be owed at default. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. S&P generally assume usage of 85% for cash flow revolvers at default. GREIF INC: S&P Lowers ICR to 'BB-' on Weak Operating Performance ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S.-based industrial packaging provider Greif Inc. to 'BB-' from 'BB'. At the same time, S&P lowered its issue-level rating on the company's EUR200 million senior notes to 'BB-' from 'BB' and its issue-level rating on the company's $495 million senior notes to 'B+' from 'BB-'. S&P's '3' recovery rating on the euro-denominated notes and '5' recovery rating on the dollar-denominated notes remain unchanged. S&P said, "The stable outlook reflects our expectation that Greif's continued debt reduction will likely offset the ongoing uncertainty around its demand over the next 12 months." "Following its significant debt reduction in 2020, we expect the company to continue to deleverage in 2021. Greif paid down a sizeable portion ($325 million of its S&P-adjusted debt) of its debt load in fiscal year 2020 using free operating cash flow and the proceeds from its divestitures. This helped further strengthen its leverage metric, to roughly 4.4x for 2020 from 4.8x in 2019, despite the modest decline in its EBITDA." "Over the next 12 months, we expect Greif to continue with its aggressive debt-reduction plans. Our expectation for positive free operating cash flow and potential future divestitures will likely enable the company to continue reducing its debt burden, though we are unsure of the magnitude of its deleveraging. We expect Greif to maintain its dividend but avoid engaging in any share repurchases until it reaches it publicly stated adjusted leverage target of 2.5x." The company's business prospects remain uncertain, which will likely cause its estimated debt leverage to remain above 4x through 2021. 2020 was a challenging year for Greif because it experienced a notable pullback in organic volumes (in the mid- to high-single digit percent range) across all of its operating segments due to the coronavirus pandemic. As such, the company's S&P-adjusted EBITDA also declined modestly as the drop off in its volumes more than offset the remaining contributions from its Caraustar acquisition (approximately three-months of EBITDA contribution) and roughly $63 million of related synergies. As a result of Greif's operating performance and its significant debt reduction efforts, the company's debt leverage only improved to 4.4x for 2020, from 4.8x the prior year, which was below S&P's previous expectations. Greif's business prospects are unclear. While S&P believes the company's volumes likely bottomed out in 2020, the rating agency does not expect them to return to pre-COVID levels over the next 12 months. S&P's forecast assumes a low mid-single digit percent increase in its volume over the next 12 months with operating margins remaining flat in the mid-teens percent range. This results in fiscal-year 2021 debt leverage in excess of 4x, which is above S&P's expectations and the primary driver of its downgrade. The stable outlook on Greif reflects S&P's expectation that its aggressive ongoing debt reduction will offset its demand uncertainty and enable it to maintain debt leverage of about 4x over the next 12 months. S&P could lower its ratings on Greif if its credit metrics weaken further such that its debt leverage exceeds 5x on a sustained basis. S&P could raise its ratings on Greif if its credit metrics improve such that its debt leverage remains well below 4x on a sustained basis. HUMANIGEN INC: Expands CRADA to Develop Lenzilumab for COVID-19 --------------------------------------------------------------- Humanigen, Inc. announced an expansion to the Cooperative Research and Development Agreement (CRADA) that the company had previously entered into with the Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense (JPEO-CBRND), to gain access to manufacturing capacity reserved by the Biomedical Advanced Research and Development Authority (BARDA), part of the Office of the Assistant Secretary for Preparedness and Response (ASPR) at the U.S. Department of Health and Human Services. The agreement supports development of lenzilumab in advance of a potential Emergency Use Authorization (EUA) for COVID-19. The amended CRADA, now co-signed by BARDA, provides Humanigen with access to manufacturing capacity reserved by BARDA for fill-finish product to accelerate the drug product manufacturing of lenzilumab. The initial agreement, originally signed in November 2020, complements Humanigen's development efforts for lenzilumab by providing access to a full-scale, integrated team of manufacturing and regulatory subject matter experts and statistical support in anticipation of applying for EUA and subsequently a Biologics License Application (BLA) for lenzilumab as a potential treatment for COVID-19. Lenzilumab is currently in a Phase 3 clinical trial evaluating patients hospitalized with COVID-19. "It has been an honor to have the integrated expert team at BARDA prioritize lenzilumab research and development during this critical time," said Cameron Durrant, MD, MBA, chief executive officer of Humanigen. "As we move closer to filing a potential EUA, the integrated support of BARDA and JPEO helps us with manufacturing capabilities as we ready operations to support access to lenzilumab." Humanigen's investigational treatment lenzilumab, a proprietary Humaneered anti-human granulocyte macrophage-colony stimulating factor (GM-CSF) monoclonal antibody, is designed to prevent and treat an immune hyper-response called cytokine storm, a complication considered to be a leading cause of COVID-19 death. Data showed that up to 89 percent of hospitalized patients with COVID-19 are at risk of this immune hyper-response, which is believed to trigger the acute respiratory distress syndrome in severe cases of COVID-19. About Humanigen Based in Brisbane, California, Humanigen, Inc. (OTCQB: HGEN), formerly known as KaloBios Pharmaceuticals, Inc. -- http://www.humanigen.com-- is a clinical stage biopharmaceutical company, developing its clinical stage immuno-oncology and immunology portfolio of monoclonal antibodies. The Company is focusing its efforts on the development of its lead product candidate, lenzilumab, its proprietary Humaneered anti-human GM-CSF immunotherapy, through a clinical research agreement with Kite Pharmaceuticals, Inc., a Gilead company to study the effect of lenzilumab on the safety of Yescarta, axicabtagene ciloleucel including cytokine release syndrome, which is sometimes also referred to as cytokine storm, and neurotoxicity, with a secondary endpoint of increased efficacy in a multicenter Phase Ib/II clinical trial in adults with relapsed or refractory large B-cell lymphoma. Humanigen reported a net loss of $10.29 million for the 12 months ended Dec. 31, 2019, compared to a net loss of $12 million for the 12 months ended Dec. 31, 2018. As of Sept. 30, 2020, Humanigen had $92.14 million in total assets, $14.87 million in total liabilities, and $77.27 million in total stockholders' equity. Horne LLP, in Ridgeland, Mississippi, the Company's auditor since 2016, issued a "going concern" qualification in its report dated March 16, 2020, citing that the Company has suffered recurring losses from operations and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. IMERYS TALC: Estate Reps for Martz, Matteo Join Tort Panel ---------------------------------------------------------- Andrew Vara, Acting U.S. Trustee for Region 3, disclosed in a court filing that he appointed David Martz and Gregory Vella as the new estate representatives for Lynne Martz and Nicole Matteo, respectively. Martz and Matteo were appointed to the official committee of tort claimants in the Chapter 11 cases of Imerys Talc America, Inc. and its affiliates. As of Jan. 22, the members of the tort claimants' committee are: (1) Robin Alander c/o W. Mark Lanier, Esq. c/o Maura Kolb, Esq. 10940 West Sam Houston Pkwy N., Suite 100 Houston, TX 77064 Tel: 713-659-5200 Fax: 713659-2204 E-mail: wml@lanierlawfirm.com Maura.kolb@lanierlawfirm.com (2) Nolan Zimmerman Representative of the estate of Donna M. Arvelo c/o Audrey Raphael, Esq. Levy Konigsberg LLP 800 Third Ave., 11th Floor New York, NY 10022 Tel: 212-605-6206 Fax: 212-605-6290 E-mail: ARaphael@LevyLaw.com (3) Christine Birch c/o Wendy M. Julian, Esq. Gori Julian & Assocs, P.C. 156 N. Main Street Edwardsville, IL 62025 Tel: 618-659-9833 Fax: 618-659-9834 E-mail: randy@gorijulianlaw.com (4) Bessie Dorsey-Davis c/o Amanda Klevorn, Esq. Burns Charest LLP 365 Canal Street, Suite 1170 New Orleans, LA 70130 Tel: 504-799-2845 Fax: 504-8811765 E-mail: aklevorn@burnscharest.com (5) Lloyd Fadem Representative of the estate of Margaret Ferrell c/o Steve Baron, Esq. Baron & Budd, P.C. 3102 Oak Lawn Ave., Ste 1100 Dallas, TX 75219 Tel: 214-521-3605 Fax: 214-520-1181 E-mail: sbaron@baronbudd.com (6) Timothy R. Faltus Representative of the estate of Shari C. Faltus c/o James G. Onder, Esq. OnderLaw, LLC 110 E. Lockwood, 2d Floor St. Louis, MO 63119 Tel: 314-963-9000 Fax: 314-963-1700 E-mail: Onder@onderlaw.com (7) Deborah Giannecchini c/o Ted G. Meadows, Esq. Beasley, Allen, Crow, Methvin, Portis & Miles, P.C. P.O. Box 4160 Montgomery, AL 36103 Tel: 334-2692342 Fax: 334-954-7555 E-mail: Ted.Meadows@beasleyallen.com (8) Kayla Martinez c/o Leah Kagan, Esq. Simon Greenstone Panatier, P.C. 1201 Elm Street, Suite 3400 Dallas, TX 75270 Tel: 214-276-7680 Fax: 214-276-7699 E-mail: lkagan@sgptrial.com (9) David A. Martz Representative of the estate of Lynne Martz c/o Ashcraft & Gerel, LLP 1825 K Street, NW, Suite 700 Washington, D.C. 20006 Tel: 202-783-6400 Fax: 202-416-6392 E-mail: mparfitt@ashcraftlaw.com (10) Gregory W. Vella Representative of the estate of Nicole Matteo c/o Christopher Placitella, Esq. 127 Maple Ave. Red Bank, NJ 07701 Tel: 732-747-9003 Fax: 732-747-9004 E-mail: cplacitella@cprlaw.com (11) Charvette Monroe Representative of the estate of Margie Evans c/o John R. Bevis, Esq. 31 Atlanta Street Marietta, GA 30060 Tel: 770-227-6755 Fax: 770227-6373 E-mail: bevis@barneslawgroup.com About Imerys Talc America Imerys Talc America, Inc. and its subsidiaries -- https://www.imerys-performance-additives.com/ -- are in the business of mining, processing, selling and distributing talc. 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, Calif., and Roswell, Ga. Imerys Talc America 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. The U.S. Trustee for Region 3 appointed an official committee of tort claimants in the Debtors' Chapter 11 cases. The tort claimants' committee is represented by Robinson & Cole LLP. IMERYS TALC: Gets Court Okay to Seek Bankruptcy Payout Plan Vote ---------------------------------------------------------------- Imerys Talc America won bankruptcy court approval to send its proposal for resolving thousands of consumer lawsuits to creditors for a vote. Steven Church of Bloomberg News reports that U.S. Bankruptcy Judge Laurie Silverstein overruled complaints about the plan by insurance companies and consumer products giant Johnson & Johnson that, like Imerys, faces claims about the health effects of the talc used to make baby powder. Law360 reports that the judge agreed to approve Imerys Talc America's Chapter 11 plan disclosure statement after the company agreed to update the document with more information about mesothelioma and ovarian cancer settlements provided by Johnson & Johnson. According to Law360, during the virtual hearing, Judge Silverstein said she would sign the disclosure statement after the debtor added finishing touches that reflected her decisions that additional information be included in the filing that will be sent to creditors. "I will approve the disclosure statement as having sufficient information for claimants entitled to vote on the plan to make an informed decision," said Judge Selber. Creditors, including consumers who allege in lawsuits that they have been harmed by the baby powder, have until March 25, 2021, to vote on the Plan. As reported in the TCR, Imerys Talc America, Inc., et al. and Imerys Talc Italy S.P.A., filed a Plan of Reorganization that effectuates a global settlement among the Debtors, Cyprus Mines Corporation, Cyprus Amax Minerals Company, and Freeport-McMoRan Inc. ("Freeport," and together with Cyprus, the "Cyprus Parties"), the Tort Claimants' Committee, the FCR, and the Imerys Plan Proponents, which represents a comprehensive resolution of all issues between and among the parties, and resolves (i) the treatment of Talc Personal Injury Claims relating to Cyprus, (ii) disputes between Cyprus and the Debtors regarding entitlement to certain insurance proceeds between Cyprus and the Debtors, and (iii) disputes between Cyprus and the Debtors regarding ownership of certain indemnification rights. The Cyprus Settlement will be implemented through two chapter 11 plans (i) the Plan filed in the Chapter 11 cases of Imerys and (ii) a chapter 11 plan to be filed by Cyprus Mines in a case under chapter 11 of the Bankruptcy Code to be commenced by Cyprus Mines in the United States Bankruptcy Court for the District of Delaware. CAMC will pay $130 million to the Talc Personal Injury Trust in seven installments, which shall be guaranteed by Freeport. 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. IN-SHAPE HOLDINGS: Feb. 16 Auction of Substantially All Assets Set ------------------------------------------------------------------ Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by In-Shape Holdings, LLC and affiliates in connection with the sale of substantially all assets to In-Shape Acquisition 2021, LLC, on the terms of the Asset Purchase Agreement dated as of Dec. 16, 2020, subject to overbid. The Purchaser has agreed to purchase the Purchased Assets for a purchase price of (i) $45.3 million, to be satisfied in the form of a credit against the obligations arising under the DIP Agreement and the Prepetition Credit Facility, plus (ii) a cash payment of $250,000 to cover certain of the Sellers' post-Closing wind-down costs, and an additional amount of cash to cover certain other specified obligations, and (iii) assumption of all Cure Amounts for all Purchased Contracts and certain other liabilities of the Sellers. These dates and deadlines are approved, but may also be modified by the Debtors to the extent permitted under the Bidding Procedures: a. Sale Notice Deadline: Jan. 22, 2021 b. Cure Notice Deadline: Jan. 22, 2021 c. Cure Objection Deadline: Feb. 5, 2021, at 4:00 p.m. (ET) d. Designation and Adequate Assurance Deadline: Feb. 8, 2021 e. Designation Notice Filing Deadline: Feb. 9, 2021 f. Sale Objection Deadline: Feb. 11, 2021 at 4:00 p.m. (ET) g. Adequate Assurance Objection Deadline: Feb. 11, 2021, at 4:00 p.m. (ET) h. Notice of Successful Bidder: Twelve hours following the conclusion of the Auction i. Successful Bidder Adequate Assurance Deadline (if necessary): Feb. 18, 2021, at 12:00 p.m. (ET) j. Adequate Assurance Status Conference (if necessary): Feb. 18, 2021 or at such other time as the Court is available Subject to the Bidding Procedures and approval at the Sale Hearing, the Debtors' entry into the APA is authorized. The APA will serve as the "stalking horse" sale agreement. The Purchaser is authorized to credit bid (or assume debt) up to the full amount of the full amount of the DIP Obligations, the Prepetition First Lien Obligations and the Adequate Protection Obligations (all as defined in the DIP Order). In the event of a competing bid, the Purchaser will be entitled, but not obligated, to submit successive Subsequent Bids and will be entitled in the calculation of the amount of the Purchaser’s bid and any Subsequent Bids for a credit equal to the amount of the Bidding Protections. To the extent due under the Asset Purchase Agreement, the Debtors are authorized to pay Purchaser (a) a fee of $200,000 and (b) Purchaser's reasonable, documented out-of-pocket fees and expenses incurred by Purchaser and its Affiliates prior to termination of the APA in connection with the APA, the other transaction Documents, the Sale Order, and the transactions contemplated thereby, including the reasonable fees and expenses of legal counsel, financial advisors, consultants, and any other advisors that Purchaser engages in its reasonable discretion, not to exceed in the aggregate $500,000 ("Bid Protections”"), to be paid under the terms of the APA. Notwithstanding anything in the Order to the contrary, prior to payment of the Expense Reimbursement, the Purchaser will provide the Debtors and the Committee with invoices of the fees and expenses (including the attorneys' fees) for which it seeks reimbursement, and the Debtors and the Committee will have 10 days to object to the reasonableness of the fees and expenses incurred. The Expense Reimbursement will be paid within three Business Days following the expiration of the Expense Reimbursement Objection Deadline if no objections are received. To the extent the parties cannot resolve the objection, the Debtors will pay any uncontested amount and the parties will request a hearing before the Court on any amounts that are contested by the Debtors or the Committee. The Sale Notice and the form of the Cure Notice are approved, and made part of the Bidding Procedures Order. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 12, 2021, at 4:00 p.m. (ET) b. Initial Bid: The Purchase Price will include (a) cash in an amount not less than $47 million; and (b) assumption of the Assumed Liabilities, but excluding the Assumed DIP Claims and Assumed Pre-Petition Credit Facility Claims, on terms no less favorable than the APA. c. Deposit: 10% of the Purchase Price d. Auction: The Auction is scheduled to begin on Feb. 16, 2021, at 11:00 a.m. (ET), at the offices of Troutman Pepper LLP, located at 1313 Market Street, Suite 5100, Wilmington, Delaware 19801, or such other location, including by virtual meeting, as will be timely communicated to all entities entitled to attend the Auction (which communication to creditors may be accomplished by filing a notice with the Court), which Auction may be cancelled or adjourned. All creditors may attend the Auction. e. Bid Increments: $250,000 f. Sale Hearing: Feb. 19, 2021, at 2:00 p.m. (ET) The Bidding Procedures Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004 or 6006 or any other provision of the Bankruptcy Code or Bankruptcy Rules is expressly lifted. The Debtors are not subject to any stay in the implementation, enforcement or realization of the relief granted in the Bidding Procedures Order, and may, in their discretion and without further delay, take any action and perform any act authorized under the Bidding Procedures Order. A copy of the Bidding Procedures is available at https://tinyurl.com/y42hrpbe from PacerMonitor.com free of charge. About In-Shape Holdings, LLC In-Shape Holdings, LLC is a regional health club operator. Before the outbreak of COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its clubs offer premium amenities and member-focused community club experiences at tiered pricing levels in secondary markets around California. Visit https://www.inshape.com for more information. In-Shape Holdings, LLC (Bankr. D. Del. Case No. 20-13130) as the Lead Case, and affiliates, In-Shape Health Clubs, LLC (Bankr. D. Del. Case No. 20-13131) and In-Shape Personal Training, LLC (Bankr. D. Del. Case No. 20-13132) sought Chapter 11 protection on Dec. 16, 2020. The cases are assigned to Judge Laurie Selber Silverstein. The Debtors estimated their assets in the range of $50 million to $100 million and $100 million to $500 million in debt. The Debtors tapped Tobias S. Keller, Esq., and Jane Kim, Esq., at Keller Benvenutti Kim LLP as General Bankruptcy Counsel; and David M. Fournier, Esq., Evelyn J. Meltzer, Esq., and Marcy J. McLaughlin Smith, Esq., at Troutman Pepper Hamilton Sanders LLP as Local Bankruptcy Co-Counsel. Chilmark Partners, LLC serves as the Debtors' Financial Advisor and Investment Banker; B. Riley Financial, Inc. as their Real Estate Advisor; and Bankruptcy Management Solutions, Inc. as their Claims and Noticing Agent. The petitions were signed by Francesca Schuler, CEO. INSCOPE INT'L: Unsec. Creditors to Recover 1.4% in Liquidating Plan ------------------------------------------------------------------- InScope International, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of Virginia, Alexandria Division, a Chapter 11 Plan of Liquidation and a Disclosure Statement on Jan. 19, 2021. On July 2, 2019, the Court entered an order authorizing the sale of substantially all assets of the Debtor to Attain, LLC, which submitted the winning bid of $6.55 million at an April 2019 auction. The initial closing occurred on July 17, 2019, and closing under the DOE Contract occurred on Sept. 19, 2019. The Debtor on Oct. 15, 2019, received approval of its motion to make interim distributions from the sale proceeds. The Debtor made distributions to CM Sterling, LLC, in full satisfaction of its secured claim, to Decathlon Alpha II, L.P., in the undisputed principal amount of its claim, and to certain other administrative claimants from the proceeds of the sale, including Cornhusker Capital, LLC's professional fee claim and the Landlord's administrative rent claim. The aggregate amount of the distributions made was $4,810,228. The sale proceeds remaining after payment of the distributions were $1,739,772. The Debtor has reviewed all claims filed and known to date. The Debtor believes that all claims which would have otherwise been classified in Class 1 (Allowed Secured Claims) have been paid in full during the pendency of the Bankruptcy Case or otherwise resolved. The only Claims which will be paid pursuant to the Plan are claims in Class 2 (Allowed Priority Claims), claims in Class 3 (Allowed General Unsecured Claims), and Unclassified Claims (Administrative Expense, Professional Fee, and Priority Tax Claims). The Holders of Allowed Class 3 General Unsecured Claims shall each receive, on the Effective Date or as soon as reasonably practicable thereafter, a payment of Cash in an amount equal to the pro-rata distribution of available cash after payment of Administrative Expense Claims, Professional Fee Claims, Priority Tax Claims, and Allowed Class 2 Priority Claims. Class 3 is impaired by the Plan and entitled to vote on the Plan. The distribution to holders of Class 3 Allowed General Unsecured Claims is estimated to be 1.4 cents on the dollar. The Holders of Allowed Interests in Class 4 will not receive any payment on account of interest. Class 4 is impaired by the Plan and deemed to have rejected the Plan. The Debtor's sole assets as of the Record Date are available cash and the pending preference recovery claim against TalTeam, Inc. A full-text copy of the Disclosure Statement dated Jan. 19, 2021, is available at https://bit.ly/39fyB8k from PacerMonitor.com at no charge. Counsel to InScope International: Kristen E. Burgers, Esq. Hirschler Fleischer Greensboro Drive, Suite 700 Tysons, VA 22102 Tel: (703) 584-8900 Fax: (703) 584-8901 E-mail: kburgers@hirschlerlaw.com About InScope International InScope International, Inc. -- https://www.inscopeinternational.com/ -- provided management, scientific, and technical consulting services. InScope International sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 19-10230) on Jan. 23, 2019. At the time of the filing, the Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. The case has been assigned to Judge Klinette H. Kindred. Hirschler Fleischer PC is the Debtor's legal counsel. The Office of the U.S. Trustee appointed an official committee of unsecured creditors in the Debtor's case on March 1, 2019. The committee tapped Kevin M. O'Donnell, Esq., at Henry & O'Donnell, P.C., as its legal counsel. ISIS MEDICAL: Wins Cash Collateral Access Thru March 17 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Ohio, Western Division, entered a stipulated order extending the provisions of an agreed interim order dated December 24, 2020, that authorizes ISIS Medical Inc. to use cash collateral and provide adequate protection to FC Bank until March 17, 2021. The Debtor is authorized on an interim basis to use the cash collateral solely in accordance with and to the extent set forth in the interim budget provided however, that any payments may be made only upon a determination of the Debtor that the proposed payment (i) is not on account of prepetition debt, (ii) is not on account of executory contract, or (iii) is otherwise authorized by the Court or required by the Bankruptcy Code. As adequate protection, FC Bank will receive payments of $20,000 per month no later than 10 calendar days from the date set forth on the Budget. Pursuant to the Supplemental Budget, the Debtor will pay an additional $3,000 to the Subchapter V Trustee as part of the Deposit. The Debtor will also pay $5,000 to the Debtor's counsel to be held pending an order of the Court allowing and authorizing payment of the fees and expenses of Debtor's counsel in the Case. Notwithstanding the grant to the Lender of any new or renewed post-petition lien on the assets of the Debtor, the claims of the Lender and any other creditor will be (i) subordinate to any claim of the Subchapter V Trustee against the funds held in the Deposit and (ii) subordinate to any claim of the Debtor's counsel against the Carveout. The Debtor is also directed to transfer all its cash to a Debtor-in-Possession operating bank account that will be maintained with FC Bank and immediately deposit all cash collected or received by the Debtor into the Cash Collateral Account. The Debtor will maintain other Debtor-in-Possession bank accounts (for payroll and taxes) with FC Bank. As directed by the Office of the United States Trustee, the Debtor will close all existing bank accounts where ever located, and establish new Debtor-in-Possession bank accounts at FC Bank unless otherwise ordered. Within 14 days of the entry of the Stipulated Order, the Debtor will retain a third-party certified financial officer or certified public accountant, acceptable to FC Bank, who will provide financial assistance in the operations of the Debtor, including but not limited to assisting with preparing financials, cash flow issues, balance sheets, bookkeeping and other financial operations of the Debtor. A copy of the Stipulated Order and the Debtor's Supplemental Budget is available at https://bit.ly/3qSRGTv from PacerMonitor.com. About ISIS Medical Inc. ISIS Medical, Inc. filed for Chapter 11 bankruptcy protection (Bankr. S.D. Ohio Case No.: 20-32705) on Dec. 17, 2020. Colleen Duch, vice-president and sole shareholder of the Debtor, signed the petition. At the time of the filing, the Debtor disclosed $13,900,974 in assets and $6,034,068 in liabilities. Judge Guy R. Humphrey oversees the case. Shaneyfelt & Associates, LLC is the Debtor's legal counsel. Matthew T. Schaeffer has been appointed Subchapter V Trustee and may be reached at: Matthew T. Schaeffer BAILEY CAVALIERI LLC 10 West Broad Street, Suite 2100 Columbus, OH 43215 Tel: (614) 229-3289 Fax: (614) 221-0479 E-mail: mschaeffer@baileycav.com FC Bank, as lender, is represented by: Maria Mariano Guthrie, Esq. KEGLER BROWN HILL + RITTER 65 E. State Street, Suite 1800 Columbus, OH 43215 Tel: (614) 462-5437 E-mail: mguthrie@keglerbrown.com IT'SUGAR FL: Wins March 23 Plan Exclusivity Extension ----------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division extended the periods within which It'Sugar FL I LLC and its affiliates have the exclusive right to file a Chapter 11 plan through and including March 23, 2021, and to solicit acceptances of the plan through and including May 21, 2021. The Debtors have made good-faith progress towards their reorganization. The Debtors are in meaningful discussions and negotiations with many landlords regarding lease modifications which will greatly enhance the Debtors' reorganization efforts. The Debtors will use the additional time to continue and finalize these negotiations as part of the Plan process. Also, in order for the Debtors to provide adequate information regarding expected distributions to creditors in the disclosure statement, the Debtors submit that it is necessary to extend the Exclusivity Period and Acceptance Period to provide the Debtors sufficient time to review and analyze the filed claims. The general bar date for entities to file proofs of claim was December 1, 2020. In addition, the Bar Date Notice set a deadline of March 22, 2021, for governmental units to file proofs of claim. The Debtors submit that they are paying their post-petition obligations in a timely fashion. The Debtors have been managing their business effectively and preserving the value of their assets for the benefit of all creditors. A copy of the Debtors' Motion to extend is available from PacerMonitor.com at https://bit.ly/2NiP9n7 at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/3isXkJf at no extra charge. About It'Sugar FL I It'Sugar FL I LLC -- https://itsugar.com -- is a specialty candy retailer with 100 locations across the United States and abroad, whose products include bulk candy, candy in giant packaging, and licensed and novelty items. It'Sugar sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20259) on September 22, 2020. The Debtor has up to $50,000 in assets and liabilities. Judge Robert A. Mark oversees the case. Michael S. Budwick, Esq., at Meland Budwick, P.A., serves as the Debtor's legal counsel and Daszkal Bolton, LLP as the Debtor's accountant. On Oct. 20, 2020, the U.S. Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee has tapped Pachulski Stang Ziehl & Jones, LLP and Fox Rothschild, LLP as its legal counsel. The Law Firm of Kopelowitz Ostrow, P.A., is serving as special counsel. JIM'S DISPOSAL: Odyssey Buying Kansas City Property for $1.5-Mil. ----------------------------------------------------------------- Jim's Disposal Service, LLC, and Byrdland Properties, LLC, ask the U.S. Bankruptcy Court for the Western District of Missouri to authorize the private sale of their commercial real property commonly known as 3738 Gardner Ave., in Kansas City, Jackson County, Missouri, Parcel No. 13-400-01-25-00-0-00-000, to Odyssey Acquisitions for $1.5 million, on the terms of their Real Estate Contract and Addendum. The Debtors submit that the proposed sale process is fair and reasonable considering the limited market for the Property and the purchase price which is sufficient to satisfy all of the liens on the Property. The Debtors retained Newmark Zimmer to market the Property. As a result of its marketing efforts, the Broker received two purchase offers for the Property. One was from Odyssey Real Estate Capital, LLC, a Nevada limited liability company, and the other from Logistics Real Estate Capital. The initial listing of the Property was for $1.65 million and Odyssey had the best offer at $1.5 million. The Broker used its best efforts to market the Property, marketed it in good faith, and believes that the $1.5 million offer is a fair and reasonable price. The proposed sale will generate sufficient proceeds to pay off any remaining liens on the Property and, to the extent there are proceeds exceeding the valid liens against the Property, provide significant proceeds for administration in the Debtor's consolidated estate. As such, Debtors submit that the sale of the Property offers the greatest benefit to its estate and is an exercise of its sound business judgment. Moreover, given the extensive marketing efforts by an independent third-party broker, an auction of the Property is unnecessary. The Debtors propose that the proceeds from the Sale be disbursed as follows, in order: (a) to United States Trustee, 1% of the gross purchase price to the in payment of the quarterly fees arising from the sale; (b) to payment of any outstanding real property taxes associated with the real property to be sold; (c) to the costs of sale; (d) to the lienholders with valid claims against the Property; and (e) to the Debtors' substantively consolidated estate to the extent there are proceeds exceeding the valid liens against the Property. The Debtors propose to sell the Property for an amount equal to or greater than the aggregate value of the liens on the Property, so subsection (c) applies. They also believe that the entities holding those liens will consent to the sale under subsection (b). Accordingly, they ask that the Court authorizes the sale of the Property free and clear of all liens, with the proceeds of the sale subject to the liens and allocation provided. By the Motion, the Debtors ask the entry of an order: (a) setting the time and date of the Sale Hearing for 9:00 a.m. on Feb. 18, 2021 to approve the sale of the Property; and (b) approving the sale of the Property free and clear of all liens, claims, encumbrances with the proceeds of the sale of the Property and Permit subject to any remaining liens and security interests on the Property. Finally, the Debtors ask that the private sale take place on May 28, 2021, or such later time as the Court may allow. A copy of the Contract is available at https://tinyurl.com/yywvvqxb from PacerMonitor.com free of charge. About Jim's Disposal Service Jim's Disposal Service, LLC, a company that specializes in residential waste solutions, filed a Chapter 11 petition (Bankr. W.D. Mo. Case No. 20-40050) on Jan. 6, 2020. At the time of the filing, the Debtor estimated $50,000 in assets and $1 million to $10 million in liabilities. Judge Brian T. Fenimore oversees the case. Larry A. Pittman, II, Esq., and Robert Baran, Esq., at Mann Conroy, LLC, are the Debtors' bankruptcy attorneys. JIMMY HUTTON: $367K Sale of Carbon Property to Folands Approved --------------------------------------------------------------- Judge Mark X. Mullin of the U.S. Bankruptcy Court for the Northern District of Texas authorized Jimmy W. Hutton's sale of a tract of land consisting of the real property located at TBD County Road 295, in Carbon, Texas, comprised of land and improvements, accessories, and crops, all as defined and identified in the Farm and Ranch Contract, to Ron Foland and Paula Foland for $367,200. The Property is split into two contiguous parcels, is more fully identified as: Being Parcel 7273/1 consisting of 94.93900 acres in the J J House Abstract 1240 (with 3.242 acres lying in County Road 398), and Being Parcel 7274/1 consisting of 7.41200 acres in the Erath CSL Abstract 623. The remaining balance on the Note held by Lone Star AG Credit in the amount of $124,803 will be paid at closing from proceeds received by the Debtor and in accordance with the terms of the Contract. All reasonable and necessary closing costs (including but not limited to title insurance, survey fees, and miscellaneous closing costs), and the real estate broker's commission will be paid at closing in accordance with the terms of the Contract. The sale will be free and clear of any and all liens, claims and encumbrances. Notwithstanding the foregoing, the year of closing ad valorem or other property tax liens, if any, will be expressly retained on the Property until the payment by the Seller of such taxes, plus any penalties or interest which may ultimately accrue thereon. The stay provisions of Bankruptcy Rule 6004(h) will not apply to the Order and the closing may occur without a 14-day waiting period. Jimmy W. Hutton sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 20-43642) on Nov. 30, 2020. The Debtor tapped Joyce Lindauer, Esq., as counsel. KEIVANS HOSPITALITY: March 3 Plan & Disclosure Hearing Set ---------------------------------------------------------- On Jan. 15, 2021, debtor Keivans Hospitality, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a disclosure statement with respect to a plan. On Jan. 19, 2021, Judge Jeffrey P. Norman conditionally approved the disclosure statement and ordered that: * Feb. 22, 2021 is fixed as the last day for filing written acceptances or rejections of the plan. * March 3, 2021 at 11:00 a.m. in Courtroom 403, United States Courthouse, 515 Rusk Street, Houston, Texas is fixed for the hearing on final approval of the disclosure statement (if a written objection has been timely filed) and for the hearing on confirmation of the plan. * Feb. 22, 2021 is fixed as the last day for filing and serving written objections to the disclosure statement and confirmation of the plan. A full-text copy of the order dated Jan. 19, 2021, is available at https://bit.ly/39YDu4A from PacerMonitor.com at no charge. Attorneys for the Debtor: Timothy L. Wentworth, Esq. Okin Adams LLP 1113 Vine St., Suite 240 Houston, TX 77002 Telephone: (713) 228-4100 Facsimile: (888) 865-2118 E-mail: twentworth@okinadams.com About Keivans Hospitality and Keiv Hospitality Based in Katy, Texas, Keivans Hospitality, LLC, is a Texas limited liability company formed on April 4, 2013 for the purpose of developing, owning and operating a Hilton Garden Inn hotel located at 2509 Texmati Drive, Katy, Harris County, Texas. It operates under a franchise agreement with Hilton Worldwide and has 101 guest rooms, 1663 square feet of meeting space and a 50 person capacity restaurant. Keivans is owned by Ben Mousavi (100%). Keiv Hospitality, LLC, is a Texas limited liability company formed on April 4, 2013 for the purpose of developing, owning and operating a Hampton Inn and Suites hotel located at 22055 Katy Freeway, Katy, Harris County, Texas. It operates under a franchise agreement with Hilton Worldwide and has 69 guest rooms and 1100 square feet of meeting space. Keiv is owned by Ben Mousavi (50%), Riba Mousavi (25%), Kevin Mousavi (24%) and Mousavi Hospitality, Inc. (1%). Keiv Hospitality and Keivans Hospitality sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-34408) on Sept. 1, 2020. Ben Mousavi, owner, signed the petitions. At the time of the filing, Keiv Hospitality estimated assets of between $1 million and $10 million and liabilities of the same range while Keivans Hospitality estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Jeffrey P. Norman oversees the cases. Okin Adams LLP is the Debtors' legal counsel. LEADVILLE CORP: Weepah Plan Has $3.22M Cash Ready for Creditors --------------------------------------------------------------- Weepah Holdings, LLC, a creditor and party-in-interest, filed on Jan. 19, 2021, an Amended Disclosure Statement in support of its Amended Plan of Reorganization dated Nov. 21, 2019 for debtor Leadville Corporation. The Plan proposed by Weepah pays creditors in cash following Court approval. Weepah will pay the appraised value of $2,970,000 (the "Sales Proceeds"), together with an additional $250,000 ("Unsecured Creditor Fund"). The Sales Proceeds shall be used to satisfy the Administrative, Secured, and Priority Claims of the Debtor. The Unsecured Creditor Fund shall be used to pay directly to all unsecured creditors on a pro-rata basis. Creditors will not bear any costs or surcharge to the Sales Proceeds as a result of the post-confirmation sales, distributions and wind-up of the Debtor's bankruptcy case. Similarly, none of the Debtor's real property will be transferred to any creditor in satisfaction or set-off of any indebtedness. Weepah therefore asserts its Plan pays present market value for the Debtor's real property and pays creditors without delay. The Plan proposed by Mr. Scot Hutchins will only pay unsecured creditors the collective sum of $250,000 immediately after confirmation. Administrative, Secured and Priority Creditors will wait to receive their funds based upon when Mr. Hutchins' Liquidating Agent sells the Debtor's real property. There is no guaranty in Mr. Hutchins Plan of when the Debtor's real properties might sell or for what price. Rather, should portions of the Debtor's real properties not sell by a date certain, they will be put up for auction. Unlike Weepah's Plan, the Liquidating Agent in Mr. Hutchins' plan will charge fees and costs which will be paid out of the sales proceeds. Mr. Hutchins also intends to offset his claims in the bankruptcy case with transfers of the Debtor's real property. Mr. Hutchins' Plan also does not provide an adequate analysis of the forced liquidation sale of the Debtor's assets as an alternative to sales over time. As the secured claims alone approximate $35 million and unsecured and other claims may be as much as another $5 million, Weepah was determined to structure a Plan that could be confirmed. Accordingly, Weepah is proposing a Plan that would be funded by its purchase of the Debtor's assets; the real property at the appraised value of $2,970,000 the proceeds of which to be paid to the creditors in accordance with the Absolute Priority Rule, including tax lien claimants, secured creditors, and priority claims; plus $250,000 for all other assets to be used to pay unsecured claims, respectively. The total $3,220,000 of net sale proceeds would pay all administrative and priority claims in cash, including tax lien claims, upon confirmation and distribute the balance of the sales proceeds to settle the claims secured by the 1987 Deed of Trust (Class 4.), and pay $250,000 to unsecured creditors. General unsecured creditors may receive distributions from the Creditor Fund and from the sale of the Debtor's Assets, consistent with the absolute priority rule requirement that senior tax liens, secured creditors, and other priority creditors having first been paid. Regardless of class, payments to all allowed claimants will occur as soon as the asset sale occurs but no later than 30 days after the Effective Date. Holders of unsecured equity claims will not receive any distributions until general unsecured creditors' allowed claims have been paid in full on their allowed unsecured claims. After the Effective Date, the entity known as Leadville Corporation shall be dissolved. The Chapter 11 Trustee will consummate the sale of all of the Debtor's assets to Weepah Holdings. The purchase price will be the appraised value of the Assets as determined by an independent appraiser retained by Weepah together with the sum of $250,000. Such sale will be free and clear of all liens, encumbrances, and interests. A full-text copy of the Amended Disclosure Statement dated Jan. 19, 2021, is available at https://bit.ly/3qPoOf8 from PacerMonitor at no charge. Attorney for Plan Proponent: BUECHLER LAW OFFICE, L.L.C. K. Jaimie Buechler 999 18th Street, Suite 1230-S Denver, Colorado 80202 Tel: 720-381-0045 Fax: 720-381-0382 Jamie@KJBlawoffice.com About Leadville Corporation Headquartered in Aurora, Colorado, Leadville Corporation was organized in 1945 to acquire, explore and develop mining properties, primarily in Lake and Park Counties, Colorado. Alleged creditors, namely La Plata Mountain Resources, Inc., Salem Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary petition against Leadville Corporation (Bankr. D. Colo. Case No. 17-21646) on Dec. 27, 2017. The case is assigned to Judge Michael E. Romero. Leadville is reportedly indebted to the petitioning creditors: (a) $7,501,738 to La Plata Mountain Resources, Inc., based upon judgments it holds against the Debtor; (b) $14,766 to Black Horse Capital, Inc. based upon tax liens it holds against the Debtor; and (c) $17,311 to Salem Minerals, Inc., based upon tax liens it holds against the Debtor. The Petitioning Creditors are represented by Kenneth J. Buechler, Esq., at Buechler & Garber, LLC. Mr. Stephen Peters was appointed Chapter 11 trustee for the Debtor on April 23, 2018. The Trustee is represented by Wadsworth Warner Conrardy, P.C. LIGHTHOUSE RESOURCES: Auction of Washington Assets Set for March 1 ------------------------------------------------------------------ Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by Lighthouse Resources, Inc. and affiliates relating to one or more sales of the real property and other related assets owned by Debtors Barlow Point Land Co., LLC and Columbia Land Co., LLC. The Sale Schedule is approved and subject to modification in accordance with the Bidding Procedures. These deadlines with respect to the Sale are approved: a. Deadline for Debtors to Serve Cure Notice with Assigned Contract Schedule: Jan. 18, 2021 b. Qualified Bid Determination: Feb. 26, 2021, at 12:00 p.m. (ET) c. Deadline for Contract Counterparties to Request Attend Auction: Feb. 26, 2021, at 12:00 p.m. (ET) d. Supplemental Assigned Contract Objection Deadline: The later of (i) seven days from the date of the Supplemental Assigned Contract Notice or (ii) the Sale Objection Deadline to file a Supplemental Assigned Contract Objection e. Debtors' Deadline to File a Reply in Support of: March 5, 2021 The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 25, 2021, at 5:00 p.m. (ET) b. Initial Bid & Bid Increments: (i) $0 to $999,000 - Bid Increments of $10,000; (ii) $1 million to $1,999,000 - Bid Increments of $50,000; and (iii) $2 million and up - Bid Increments of $100,000. Successive Overbids higher than the previous bid, as Debtors shall, in consultation with the Consultation Parties, announce at the Auction. c. Deposit: 10% of the Purchase Price d. Auction: March 1, 2021, at 11:00 a.m. (ET) is the date and time that the Auction, if any, will be held by the Debtors via telephone conference, videoconference or another announced means to be communicated to the attendees, or such later date, time, and manner, as selected by the Debtors. e. Sale Hearing: March 9, 2021, at 1:00 p.m. (ET) f. Sale Objection Deadline: March 3, 2021, at 4:00 p.m. (ET) g. Any Qualified Bidder who has a valid and perfected lien on any of the Washington Real Property Assets and the right under applicable non-bankruptcy law to credit bid claims secured by such liens will have the right to credit bid any portion and up to the entire amount of their outstanding secured claim. The Debtors are authorized, but not required, to designate a Stalking Horse Bid with respect to some or all of the Washington Real Property Assets, provided they ask Court approval for any proposed bid protections for a Stalking Horse Bidder. The Sale Notice is approved. No other or further notice of the Auction and Sale will be required. The Assumption and Assignment Procedures are approved. The Debtors may prior to the entry of the Order, but no later than one business day thereafter, file with the Court, and serve on the Contract Counterparties, the Cure Notice with the Assigned Contract Schedule. Any Assigned Contract Objection that remains unresolved as of the Sale Hearing, will be resolved at the Sale Hearing, but such Assigned Contract will be assumed and assigned only upon satisfactory resolution of the Assigned Contract Objection, to be determined in the Successful Bidder's discretion. The requirements of Local Rules 9006-1(c)(ii) and 9029-3(a)(i) are waived to the extent necessary. The requirements of Bankruptcy Rules 6004(h) and 6006(d) are waived. A copy of the Bidding Procedures is available at https://tinyurl.com/yxrxclx8 from PacerMonitor.com free of charge. About Lighthouse Resources Lighthouse Resources Inc., is an owner and operates two coal mines located in Wyoming and Montana, delivering low sulfur, subbituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington. The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship. Its flagship project is 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. LIGHTHOUSE RESOURCES: Auction of Wyoming Assets Set for Feb. 26 --------------------------------------------------------------- Judge John T. Dorsey of the U.S. Bankruptcy Court for the District of Delaware authorized the bidding procedures proposed by Lighthouse Resources, Inc. and affiliates relating to the sale of the Wyoming Real Property Assets, which consists of surface ownership, buildings, structures, leases, and other assets located in Sheridan County, Wyoming, and Carbon County, Wyoming. The Sale Schedule is approved and subject to modification in accordance with the Bidding Procedures. These deadlines with respect to the Sale are approved and subject to modification in accordance with the Bidding Procedures: a. Assumption and Assignment Service Date: Jan. 19, 2021 b. 363 Objection and 365 Objection Deadline: Jan. 29, 2021, at 4:00 p.m. (ET) c. Status and Scheduling Conference with Respect to any 363 Objections and/or 365 Objections: Feb. 3, 2021, at 10:00 a.m. (ET) d. Qualified Bid Determination: Feb. 25, 2021, at 12:00 p.m. (ET) e. Deadline for Contract Counterparties to Request to Attend Auction: Feb. 25, 2021, at 12:00 p.m. (ET) f. Supplemental Assigned Contract Objection Deadline: The later of (i) seven days from the date of the Supplemental Assigned Contract Notice or (ii) the Sale Objection Deadline to file a Supplemental Assigned Contract Objection g. Debtors' Deadline to File a Reply in Support of: March 4, 2021, at 4:00 p.m. (ET) The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 19, 2021, at 5:00 p.m. (ET) b. Initial Bid & Bid Increments: (i) $0 to $999,000 - Bid Increments of $10,000; (ii) $1 million to $1,999,000 - Bid Increments of $50,000; and (iii) $2 million and up - Bid Increments of $100,000. Successive Overbids higher than the previous bid, as Debtors shall, in consultation with the Consultation Parties, announce at the Auction. c. Deposit: 10% of the Purchase Price d. Auction: Feb. 26, 2021, at 11:00 a.m. (ET) is the date and time that the Auction, if any, will be held by the Debtors via telephone conference, videoconference or another announced means to be communicated to the attendees, or such later date, time, and manner, as selected by the Debtors. e. Sale Hearing: March 9, 2021, at 1:00 p.m. (ET) f. Sale Objection Deadline: March 2, 2021, at 4:00 p.m. (ET) g. Any Qualified Bidder who has a valid and perfected lien on any of the Washington Real Property Assets and the right under applicable non-bankruptcy law to credit bid claims secured by such liens will have the right to credit bid any portion and up to the entire amount of their outstanding secured claim. The Debtors are authorized, but not required, to designate a Stalking Horse Bid with respect to some or all of the Washington Real Property Assets, provided they ask Court approval for any proposed bid protections for a Stalking Horse Bidder. The Sale Notice is approved. No other or further notice of the Auction and Sale will be required. The Assumption and Assignment Procedures are approved. The Debtors may prior to the entry of the Order, but no later than one business day thereafter, file with the Court, and serve on the Contract Counterparties, the Cure Notice with the Assigned Contract Schedule. Any Assigned Contract Objection that remains unresolved as of the Sale Hearing, will be resolved at the Sale Hearing, but such Assigned Contract will be assumed and assigned only upon satisfactory resolution of the Assigned Contract Objection, to be determined in the Successful Bidder's discretion. The requirements of Local Rules 9006-1(c)(ii) and 9029-3(a)(i) are waived to the extent necessary. The requirements of Bankruptcy Rules 6004(h) and 6006(d) are waived. A copy of the Bidding Procedures is available at https://tinyurl.com/y4leseb8 from PacerMonitor.com free of charge. About Lighthouse Resources Lighthouse Resources Inc., is an owner and operates two coal mines located in Wyoming and Montana, delivering low sulfur, subbituminous coal to both domestic and export customers. It also owns and operates the Millennium Bulk Terminal in Longview, Washington. The Company is widely recognized for its extraordinary performance in both safety and environmental stewardship. Its flagship project is 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. LUCKY STAR-DEER: Seeks to Hire Miu & Co as Audit Consultant ----------------------------------------------------------- Lucky Star-Deer Park, LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of New York to employ Miu & Co. as their audit consultant. Miu & Co. will represent Queen Elizabeth Realty Corp., one of Lucky Star-Deer's affiliates, in connection with an audit to be conducted by the Internal Revenue Service. Miu & Co. will be paid based upon its normal hourly rates and will be reimbursed for out-of-pocket expenses incurred. Louis Miu, a partner at Miu & Co., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Miu & Co can be reached at: Louis Miu Miu & Co. 109 Lafayette St. Suite 6 New York, NY 10013 Tel: (212) 966-9001 About Lucky Star-Deer Park Lucky Star-Deer Park, LLC is a single asset real estate as defined in 11 U.S.C. Section 101(51B) based in Flushing, N.Y. Lucky Star-Deer Park sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-73301) on Oct. 30, 2020. Myint J. Kyaw, the company's manager, signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. Rosen & Kantrow, PLLC is the Debtor's legal counsel. MANSIONS APARTMENT: Unsecureds to Be Paid in Full in 12 Months -------------------------------------------------------------- Mansions Apartment Homes at Marine Creek, LLC, submitted a Chapter 11 Plan of Reorganization and a Disclosure Statement on Jan. 20, 2021. The Plan is a plan of reorganization -- the Debtor will continue its business after the Confirmation Date. The Debtor owns 40 acres of unimproved land located in the city of Fort Worth, Tarrant County, Texas. The Debtor will fund the Plan by developing part or all the Property into multi-family apartment homes for sale or rent within one year from the Effective Date of the Plan; however, the Debtor also reserves the right to sell all or part of the Property if needed to fund payments under the Plan. The Debtor's assets consist of the Property, with a value of $10,200,000 as of the Petition Date. Class 5 Allowed General Unsecured Claims will be paid in full in 12 equal monthly installments of principal and interest, commencing on the first day of the first calendar month following the Effective Date and continuing on the first day of each month thereafter until paid in full. Interest will begin to accrue on the Effective Date at the rate of 2% per annum. This class is impaired, and any holder of a claim in this class is entitled to vote to accept or reject the Plan. All Equity Interests in the Debtor in Class 7 will be retained. A full-text copy of the Disclosure Statement dated Jan. 20, 2021, is available at https://bit.ly/2Y0RENb from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer Kerry S. Alleyne Guy H. Holman Joyce W. Lindauer Attorney, PLLC 1412 Main Street, Suite 500 Dallas, Texas 75202 Telephone: (972) 503-4033 Facsimile: (972) 503-4034 About Mansions Apartment Homes at Marine Creek Mansions Apartment Homes at Marine Creek, LLC, owns 40 acres of unimproved land located in the city of Fort Worth, Tarrant County, Texas. Mansions Apartment Homes at Marine Creek, LLC, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43643) on Nov. 30, 2020. Tim Barton, president of Mansions Apartment, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Edward L Morris oversees the case. Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's legal counsel. MGBV PROPERTIES: Feb. 17 Plan & Disclosures Hearing Set ------------------------------------------------------- On Jan. 14, 2021, MGBV Properties, Inc., filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a Disclosure Statement regarding its Plan of Reorganization. On Jan. 19, 2021, Judge Jerry A. Funk conditionally approved the Disclosure Statement and ordered that: * Feb. 17, 2021, at 11:30 a.m., in 4th Floor Courtroom D, 300 North Hogan Street, Jacksonville, Florida is the hearing on final approval of the Disclosure Statement and for the hearing on confirmation of the Plan. * Any objections to final approval of the Disclosure Statement or confirmation of the Plan must be filed and served seven days before the confirmation hearing. * Creditors and other parties-in-interest must file with the Court their written ballots accepting or rejecting the Plan no later than seven days before the date of the Confirmation Hearing. * The attorney for the proponent of the Plan will be responsible for the tabulation of the ballots by Feb. 12, 2021. A full-text copy of the order entered Jan. 19, 2021, is available at https://bit.ly/2YfnQw9 from PacerMonitor.com at no charge. Counsel to the Debtor: Thomas C. Adam, Esq. ADAM LAW GROUP, P.A. 301 W. Bay Street, Suite 1430 Jacksonville, FL 32202 Tel: (904) 329-7249 E-mail: tadam@adamlawgroup.com About MGBV Properties MGBV Properties, Inc., is a Florida corporation with its principal place of business in Flagler County Florida. Its primary business is real estate investment and property management. Its primary business consists of purchasing income-producing residential real properties. The Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-02901) on Sept. 30, 2020, listing under $1 million in both assets and liabilities. Thomas C. Adam, Esq., at THE ADAM LAW GROUP P.A., serves as the Debtor's counsel. MOHAJER12 CORP: McPherson Joins PNC Disclosures Objection --------------------------------------------------------- The McPherson Companies, Inc., a creditor, joins in the objection of PNC Bank, N.A. to the Amended Disclosure Statement filed by debtor Mohajer12 Corp. dated December 1, 2020. PNC Bank objects to Debtor's Amended Disclosure Statement as it describes a Plan of reorganization that is predicated entirely on the incorrect assertion that Debtor remains in possession of the Azalea Property and can continue business operations from said location despite the fact that the Azalea Property was no longer part of the bankruptcy estate at the time of the Amended Disclosure Statement's filing. PNC Bank does not consent to Debtor's continued use or possession of the Azalea Property. Because Debtor has no right to possess or operate business out of the Azalea Property, Debtor's Amended Disclosure Statement is so "fatally flawed" on its face that it should not be approved. PNC Bank claims that the Debtor fails to explain how the majority of the creditors will be paid as to the source of income, timing, or otherwise. There are significant claims filed against the Debtor, and no assets when one looks past Debtor's incorrect assertion that Debtor owns or has any rights with respect to the Azalea Property. A full-text copy of the McPherson's joinder to PNC Bank's objection to the amended disclosure statement dated Jan. 19, 2021, is available at https://bit.ly/2YceDog from PacerMonitor at no charge. Attorney for The McPherson Companies: Lawrence B. Voit SILVER, VOIT & GARRETT Attorneys at Law, P.C. 4317-A Midmost Drive Mobile, AL 36609-5589 Tel: 251/343-0800 Fax: 251/343-0862 E-mail: lvoit@silvervoit.com About Mohajer12 Corp. Mohajer12 Corp. filed for Chapter 11 bankruptcy (Bankr. S.D. Ala. Case No. 18-02674) on July 3, 2018, estimating less than $1 million both in assets and liabilities. Barry A. Friedman, Esq., of Friedman, Poole & Friedman, P.C., serves as the Debtor's counsel. No official committee of unsecured creditors has been appointed in the Chapter 11 case. NEW YORK SPORTS CLUB: Gets Court OK to Move Forward With Chapter 11 ------------------------------------------------------------------- Katherine Doherty of Bloomberg News reports that bankrupt New York Sports Clubs owner Town Sports International got court permission to move forward with its Chapter 11 process despite a creditor's request to dismiss the case entirely. U.S. Bankruptcy Judge Christopher Sontchi in Delaware sided with Town Sports' objection, denying a motion from Ramon Moreno-Cuevas to dismiss Town Sports' ongoing bankruptcy case. The Debtor argued its case was filed "in good faith" and for "valid bankruptcy purposes." The case wasn't filed to avoid litigation and facts show the case was filed in good faith, Judge Sontchi said during a court hearing held by telephone and video on Monday, January 25, 2021. About Town Sports Town Sports International, LLC, and its subsidiaries are owners and operators of fitness clubs in the United States, particularly in the Northeast and Mid-Atlantic regions. As of Dec. 31, 2019, the Company operated 186 fitness clubs under various brand names, collectively serving approximately 605,000 members. Town Sports owns and operates brands such as New York Sports Clubs, Boston Sports Clubs, Philadelphia Sports Clubs, Washington Sports Clubs, Lucille Roberts and Total Woman. Town Sports and several of its affiliates filed for bankruptcy protection (Bankr. D. Del. Lead Case No. 20-12168) on Sept. 14, 2020. The petitions were signed by Patrick Walsh, chief executive officer. The Debtors were estimated to have $500 million to $1 billion in consolidated assets and consolidated liabilities. The Hon. Christopher S. Sontchi presides over the cases. Young Conaway Stargatt & Taylor, LLP, and Kirkland & Ellis LLP have been tapped as bankruptcy counsel to the Debtors. Houlihan Lokey, Inc. serves as financial advisor and investment banker to the Debtors, and Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. OAKSHIRE MUSHROOM: To Sell Trucks by Effective Date of Plan ----------------------------------------------------------- Oakshire Mushroom Farm, Inc. and Oakshire Mushroom Sales, LLC, submitted a Second Amended Joint Disclosure Statement. The Second Amended Disclosure Statement does not alter the proposed treatment of Class 5 Unsecured Creditors. Class 5 will receive a pro-rata share of (I) the Unsecured Creditor Carve Out totaling $87,000 if (a) the Avondale Property is sold on or before the earlier of (i) a default on the Plan and (ii) Dec. 31, 2021 (or any subsequent date for a sale of the Avondale Property under the Plan as agreed to by SUB) and (b) the sale is subject to the Transfer Tax Exemption and (II) the Schroeder New Value Contribution in favor of Allowed Class 5 Unsecured Creditors totaling $35,000 funded on or before Dec. 31, 2021, by Mr. Schroeder. Based upon the General Unsecured Claims scheduled by the Debtors, the Unsecured Claims timely filed by Class 5 Creditors and the anticipated deficiency claims, including the MCA Companies, the Debtor estimates the percentage distribution to Class 5 Allowed Claims of approximately 2.8% to 3.0%. Changes in the Second Amended Disclosure Statement include: * The Debtors will sell their remaining commercial trucks in a "commercially reasonable manner" and utilize the proceeds of such sales to pay, in full, PACA Credit Claims on or before the Effective Date of the Plan. The prior iteration of the Disclosure Statement said that the Debtors will sell their remaining commercial trucks on or before the confirmation of the Plan and the proceeds of such sales shall be used to fund PACA Creditor Claims. * The Interest Holder in Class 6 is unimpaired and consequently not entitled to vote on the Plan. The prior iteration of the Disclosure Statement said that the interest holder is impaired. * The Plan provides that upon confirmation of the Plan, the jointly administered Chapter 11 cases will be "deemed consolidated" for the purposes of consolidated voting, treatment of claims and effecting distributions under the Plan. The prior version said that the estates will be "substantively consolidated." * Following a review and analysis of all Claims scheduled and/or timely filed in the Case before the Bar Date, the Debtors identified only three Creditors with Unsecured Claims against only OMS (which, at filing, had assets that consisted of only cash and accounts receivable, but now has no discernable remaining assets) (the "OMS Only Claims") and one intercompany Claim. All other Claimants in the Case have either duplicate Claims against both Debtors or have only Claims against OMF. The OMS Only Claims represent less than 1 percent of the total General Unsecured Claims in the Case. On a consolidated basis, if Allowed, the OMS Only Claims would impact the expected total distribution on account of Class 5 General Unsecured Claims (on a per Creditor basis) by a nominal and statistically insignificant 0.17 percent. Moreover, with the limited deemed consolidation, the intercompany Claim against OMF is eliminated and the costs of administration are reduced. A full-text copy of the Second Amended Joint Disclosure Statement dated Jan. 20, 2021, is available at https://bit.ly/3o78Rz3 from PacerMonitor.com at no charge. Counsel for the Debtors: Robert M. Greenbaum, Esquire SMITH KANE HOLMAN, LLC 112 Moores Road, Suite 300 Malvern, PA 19355 Tel: (610) 407-7216 Fax: (610) 407-7218 E-mail: rgreenbaum@skhlaw.com About Oakshire Mushroom Farm Oakshire -- http://www.oakshire.com/-- has been a grower of specialty mushrooms since 1985. Its offices are located in Kennett Square, Pa. Oakshire Mushroom Farm, Inc., and its affiliate Oakshire Mushroom Sales, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Pa. Lead Case No. 18-18446) on Dec. 28, 2018. At the time of the filing, each Debtor estimated assets of less than $1 million and liabilities of $1 million to $10 million. Judge Jean K. FitzSimon oversees the cases. The Debtors tapped Smith Kane Holman, LLC, as legal counsel. ODYSSEY ENGINES: Plan Exclusivity Extended Thru April 12 -------------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida extended the periods within which Odyssey Engines, LLC and its affiliates have the exclusive right to file a Chapter 11 plan through and including April 12, 2021, and to solicit acceptances of the plan through and including June 11, 2021. The Debtors said the world still recovers from the unprecedented pandemic which has devastated many industries, particularly the aviation industry. Given its MRO presence – its nearly complete testing facility – and its positioning within the industry, the Debtors are poised to emerge from the pandemic larger, stronger, and financially sound. Unfortunately, that process is not necessarily a quick one. One aspect of the Debtors' "plan" is based on the United States government's oft-discussed bailout of the aviation industry. The bailout remains in discussion and is not yet a reality, although it is reasonable to expect that it will be, and in the near future. The Debtors are also courting private investment and lending which will also support their emergence from chapter 11, but that also is proving to be a longer flight path than expected. The Debtors are working diligently to maintain their ongoing business and are attempting to negotiate with their creditors. In accord with Energy Conversion and Dow Corning, supra, the issue is whether the Cases and issues presented are sufficiently complex and the Debtors' efforts sufficient to extend the Exclusive Period. With the good and sufficient cause exists and after due deliberation, the Court extended the Debtors' exclusive periods. A copy of the Debtors' Motion to extend is available from PacerMonitor.com at https://bit.ly/2KA4nTV at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/3p35Sc4 at no extra charge. About Odyssey Engines Odyssey Engines, LLC and its affiliates own, lease, and maintain aircraft engines. On June 23, 2020, Odyssey Engines and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-16772). The petitions were signed by David Alan Boyer, president. At the time of the filing, each Debtor disclosed assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Robert A. Mark oversees the cases. The Debtors have tapped David R. Softness, P.A. as legal counsel; GGG Partners, LLC as a chief restructuring officer; Bedford Advisers as financial advisor; and Pat Duggins Consulting Services Inc. as an appraiser. Synovus Bank is represented by Daniel Gold, Esq. -- Daniel.gold@bipc.com -- at Buchanan Ingersoll & Rooney as counsel. Preferred Bank is represented by Daniel DeSouza, Esq. -- ddesouza@desouzalaw.com -- as counsel. PARK PLACE: Seeks Approval to Hire Real Estate Broker ----------------------------------------------------- Park Place Properties, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Mary Kelley, a real estate broker at Realty Exchange. The Debtor requires a real estate broker to market and sell its property at 3208-3210 Piedmont Road, Huntington, W.Va. Ms. Kelley will be paid a commission of 7 percent of the gross sales price. In court papers, Ms. Kelley disclosed that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Ms. Kelley can be reached at: Mary Kelley Realty Exchange 831 4th Ave. Huntington, WV 25701 Tel: (304) 638-3791 About Park Place Properties Park Place Properties, LLC, a single-member LLC founded in 1997 by John C. Spence, owns the Properties that consist of the Park Place Apartments; the Park Place Office; and the Flower Shop. The Flower Shop Property located at 3208-3210 Piedmont Road, in Huntington, West Virginia. The Debtor sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 19-30186) on April 30, 2019. At the time of the filing, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $1 million. Judge Frank W. Volk oversees the case. Caldwell & Riffee is the Debtor's bankruptcy counsel. Robert L. Nistendirk was appointed as the Debtor's Chapter 11 trustee. The trustee is represented by Steptoe & Johnson PLLC. PERMIAN TANK: Wins Court Approval for Liquidation Plan ------------------------------------------------------ Law360 reports that oilfield services firm Permian Tank & Manufacturing Inc. won approval Monday from a Delaware bankruptcy judge for a Chapter 11 liquidation plan primarily consisting of instructions on how to distribute the possible proceeds of future litigation. At a brief remote hearing, U.S. Bankruptcy Judge Mary Walrath approved Permian's Chapter 11 plan after hearing no objections and being told by Permian's counsel that it had received "overwhelming" support from creditors. Permian and affiliated entities entered Chapter 11 in July 2020 with about $88 million in debt, citing financial pressures created by declines in oil and gas prices and the COVID-19 pandemic. About Permian Tank Permian Holdco 1, Inc. and its affiliates, including Permian Tank & Manufacturing, Inc., are manufacturers of above-ground storage tanks and processing equipment for the oil and natural gas exploration and production industry. Permian Tank is the largest United States' manufacturer of above-ground storage tanks and processing equipment for the oil and natural gas exploration and production industry. Permian Tank has more than 40 years of operating experience, with manufacturing plants located throughout Texas and South Dakota, serving shale plays throughout the United States. Permian Holdco 1, Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del., Case No. 20-11822) on July 19, 2020. The petitions were signed by Chris Maier, chief restructuring officer. The Hon. Mary F. Walrath presides over the cases. M. Blake Cleary, Esq., Robert F. Poppiti, Jr., Esq., Joseph M. Mulvihill, Esq., and Jordan E. Sazant, Esq. of Young Conaway Stargatt & Taylor, LLP serve as counsel to the Debtors. Seaport Gordian Energy LLC serves as investment banker to the Debtors and Epiq Corporate Restructuring LLC acts as notice and claims agent. * * * The Debtor in mid-December 2020 sold its business to New Permian Holdco, LLC. The sale was supported by Permian Tank’s current lender, who provided incremental financing to strengthen the Company during the transition and has committed to provide additional growth capital. The buyer said it will continue to provide Permian Tank's industry leading tanks and vessels throughout the Permian, Eagle Ford, Bakken and other major U.S. plays. PLATINUM GROUP: Liberty Metals Lowers Equity Stake to 10.7% ----------------------------------------------------------- Liberty Metals & Mining Holdings, LLC disclosed in an amended Schedule 13D filed with the Securities and Exchange Commission that as of Jan. 21, 2021, it beneficially owns 7,733,275 shares of common stock of Platinum Group Metals Ltd., which represents 10.71 percent based on 72,209,776 current issued and outstanding Common Shares as disclosed on the Issuer's latest financial statements. On Jan. 21, 2021, LMMH sold 3,328,544 Common Shares of the Issuer at a price of US$4.00 per Common Share for gross proceeds (excluding commission) of US$13,314,176. Liberty Metals & Mining Holdings, LLC, is a Delaware, member-managed, limited liability company. Liberty Mutual Insurance Company, its sole member, is a Massachusetts stock insurance company which is an indirect subsidiary of Liberty Mutual Holding Company Inc., a Massachusetts mutual holding company. Liberty Mutual Holding Company Inc. is the ultimate controlling person of Liberty Metals & Mining Holdings, LLC. Liberty Mutual Holding Company Inc. is a mutual holding company wherein its members are entitled to vote at meetings of the company. No such member is entitled to cast 10% or more of the votes. Liberty Mutual Holding Company Inc. has issued no voting securities. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1095052/000119312521014781/d111869dsc13da.htm About Platinum Group Metals Headquartered in British Columbia, Canada, Platinum Group Metals Ltd. -- http://www.platinumgroupmetals.net-- is a platinum and palladium focused exploration, development and operating company conducting work primarily on mineral properties it has staked or acquired by way of option agreements or applications in the Republic of South Africa and in Canada. The Company's sole material mineral property is the Waterberg Project. The Company continues to evaluate exploration opportunities both on currently owned properties and on new prospects. Platinum Group reported a net loss of US$7.13 million for the year ended Aug. 31, 2020, compared to a net loss of US$16.77 million for the year ended Aug. 31, 2019. As of Aug. 31, 2020, the Company had US$37.41 million in total assets, US$41.56 million in total liabilities, and a total shareholders' deficit of US$4.14 million. PricewaterhouseCoopers LLP, in Vancouver, Canada, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Nov. 25, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency, negative working capital and has significant amounts of debt payable without any current source of operating income which raise substantial doubt about its ability to continue as a going concern. POINT LOOKOUT: Seeks to Hire Joann M. Wood as Special Counsel ------------------------------------------------------------- Point Lookout Marine Properties, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Columbia to employ the Law Office of Joann M. Wood, LLC as special counsel. The Debtor requires the firm's services to draft a deed, conduct a closing and generally give legal advice about issues related to the potential sale of its marina located in St. Mary's County, Md. The firm will be paid at these rates: Joann M. Wood, principal $350 per hour Non-attorney staff $100 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Joann Wood, Esq., a partner at the Law Office of Joann M. Wood, disclosed in a court filing that her firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Joann M. Wood, Esq. Law Office of Joann M. Wood, LLC 23087 Three Notch Rd. California, MD 20619 Tel: (301) 737-8882 About Point Lookout Marine Properties Point Lookout Marine Properties, Inc. is the owner of fee simple title to real property and improvements located at 16244 Whitaker Court St. Inigoes, Md., having a current value of $1.7 million. Point Lookout Marine Properties filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-20986) on Dec. 24, 2020. Joseph N. Salvo, president of Point Lookout, signed the petition. At the time of the filing, the Debtor disclosed total assets of $1,700,000 and total liabilities of $1,993,421. Cohen Baldinger & Greenfeld, LLC and the Law Office of Joann M. Wood, LLC serve as the Debtor's bankruptcy counsel and special counsel, respectively. PRO INSTALLS: Seeks to Hire JMLIU CPA as Accountant --------------------------------------------------- Pro Installs Appliance Installations, Inc. seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ JMLIU CPA Accountant Corp. as its accountant. The Debtor requires the firm's assistance in the preparation of its income and expense reports, financial statements, monthly operating reports, and in setting up Quickbooks account system. JMLIU CPA will be paid at an hourly rate of $250 and will be reimbursed for out-of-pocket expenses incurred. The firm received a retainer in the amount of $5,000 from the Debtor's principal, Christopher Loya. Jennifer Mm Li, a partner at JMLIU CPA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. JMLIU CPA can be reached at: Jennifer Mm Liu 9454 Wilshire Blvd., Suite 628 Beverly Hills, CA 90212 Tel: (310) 801-2479 Email: jmliucpa©gmall.com About Pro Installs ApplianceInstallations Pro Installs Appliance Installations, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-17503) on. Nov. 16, 2020. In the petition signed by Pro Installs President Christopher Loya, the Debtor was estimated to have $50,000 to $100,000 in assets and $1 million to $10 million in liabilities. Michael Jay Berger, Esq. at the Law Offices of Michael Jay Berger, is the Debtor's legal counsel. RENOVATE AMERICA: Seeks to Hire GlassRatner as Financial Advisor ---------------------------------------------------------------- Renovate America, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ GlassRatner Advisory & Capital Group LLC as their financial advisor. The firm's services will include: (a) assisting the Debtors' management team and other professionals with their liquidity, financial, operational and strategic planning including the development of a Chapter 11 strategy; (b) reviewing historical and projected financial information, including operating results, capital structure and funding mechanics, for the Debtors; (c) assisting the Debtors in communications and negotiations with lenders and other stakeholders; (d) assisting the Debtors with financial reporting; (e) assisting the Debtors in preparing the statutory reporting requirements during the Chapter11 proceedings, including statements of financial affairs, bankruptcy schedules and monthly operating reports; (f) assisting in the preparation of reports for, and communications with, the bankruptcy court, creditors and any other relevant constituent; (g) reviewing, evaluating and analyzing the financial ramifications of proposed transactions for which the Debtors may seek bankruptcy court approval; (h) providing financial advice and assistance to the Debtors in connection with a sale transaction and conducting a Section 363 auction to sell their assets; (i) assisting the Debtors in developing and supporting a proposed Chapter 11 plan; (j) negotiating the terms of debtor-in-possession financing, if necessary; (k) providing any other duty or task which falls within the normal responsibilities of a financial advisor at the direction of the Debtor's management or Board of Directors; (l) assisting in the negotiations with various stakeholders; (m) assisting in the development and negotiations of a plan of reorganization of the Debtors; (n) if requested, preparing analyses related to potential third party causes of action, if any; (o) assisting in the preparation of bankruptcy filings; (p) providing support in the development of a cash flow budget; (q) working with an unsecured creditors' committee, if there is one, to facilitate the flow of information; (r) testifying in court; and (s) additional assistance as directed by the Debtors' management, Board of Directors and legal counsel. GlassRatner will be paid at these rates: Senior Managing Directors $475 to $675 per hour Managing Directors $375 to $525 per hour Other Staff $150 to $450 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. The Debtors paid GlassRatner a retainer in the amount of $120,000 prior to their bankruptcy filing. To date, the Debtors have paid $65,906 to the firm for its pre-bankruptcy services. Brad Smith, managing director at GlassRatner, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. GlassRatner can be reached at: Brad W. Smith GlassRatner Advisory & Capital Group LLC, dba B. Riley Advisory Services 299 Park Avenue, 21st Floor New York, NY 10171 Tel: (212) 457-3304 About Renovate America Inc. Renovate America provides home improvement financing through its industry-leading home financing product, Benji. It offers a proprietary technology platform that helps Americans improve their homes while giving contractors the tools they need to grow their business. In addition to offering intuitive financing options, Renovate America offers education, training and mentoring to contractor teams in the field. On the Web: http://www.renovateamerica.com/ Renovate America and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020. Renovate America was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Debtors tapped Bryan Cave Leighton Paisner LLP and Culhane Meadows, PLLC as their bankruptcy counsel, Armanino LLP as financial advisor, and GlassRatner Advisory & Capital Group, LLC as restructuring advisor. Stretto is the claims agent. RENOVATE AMERICA: Seeks to Hire Stretto as Administrative Advisor ----------------------------------------------------------------- Renovate America, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the District of Delaware to employ Stretto Corporate Restructuring, LLC as their administrative advisor. Renovate America requires Stretto to: a. assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports in support of confirmation of a Chapter 11 plan, and in connection with such services, process requests for documents. b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith; d. provide a confidential data room, if requested; and e. manage and coordinate any distributions pursuant to a Chapter 11 plan. Stretto will be paid at these rates: Director of Securities $230 per hour Solicitation Associate $209 per hour Executive Management Waived Director $192 - $230 per hour Associate/Senior Associate $65 - $182 per hour Analyst $30 - $60 per hour Stretto will also be reimbursed for out-of-pocket expenses incurred. Sheryl Betance, senior managing director at Stretto, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Stretto can be reached at: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 Email: sheryl.betance@stretto.com About Renovate America Inc. Renovate America provides home improvement financing through its industry-leading home financing product, Benji. It offers a proprietary technology platform that helps Americans improve their homes while giving contractors the tools they need to grow their business. In addition to offering intuitive financing options, Renovate America offers education, training and mentoring to contractor teams in the field. On the Web: http://www.renovateamerica.com/ Renovate America and two affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020. Renovate America was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities as of the bankruptcy filing. The Debtors tapped Bryan Cave Leighton Paisner LLP and Culhane Meadows, PLLC as their bankruptcy counsel, Armanino LLP as financial advisor, and GlassRatner Advisory & Capital Group, LLC as restructuring advisor. Stretto is the claims agent. RESPIRE LLC: May Use Huntington Cash Collateral on Final Basis -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Indiana, Indianapolis Division, has authorized Respire LLC to, among other things, use cash collateral on a final basis. The Debtor said it does not have sufficient available sources of working capital and financing to operate its business in the ordinary course or to maintain its property without the use of Cash Collateral. According to the Debtor's Schedules and Statement of Financial Affairs, Huntington National Bank holds first perfected liens on the Cash Collateral. The Court says the Debtor may use Cash Collateral in accordance with and for the purposes set forth in the budget; provided that, the Debtor may deviate from the Budget by a total net negative rolling monthly variance of not greater than 20%. As adequate protection for the use of Cash Collateral, Huntington will receive monthly payments in the amount of all interest then due to Huntington. The first Adequate Protection Payment will be made contemporaneous with entry of the order and each Adequate Protection Payment thereafter will be due and payable on or before the fifth day of each successive month, upon invoice from Huntington to the Debtor. Huntington is also granted replacement liens in the Cash Collateral and in the post-petition property of the Debtor of the same nature and to the same extent and in the same priority held in the Cash Collateral on the Petition Date, retroactive to the Petition Date. Subject to the other provisions of the Order, the Adequate Protection Liens will be valid and fully perfected without any further action by any party and without the execution or the recordation of any control agreements, financing statements, security agreements, or other documents. A copy of the Final Order and the Debtor's 13-week budget through February 28, 2021 is available at https://bit.ly/2LXrKri from PacerMonitor.com. About Respire LLC The Debtor filed its petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Ind. Case No. 20-06661-JJG-11) on December 4, 2020. In the petition signed by Peter C. Jarvis, its member, the Debtor disclosed up to $500,000 in assets and up to $1 million in liabilities. Judge Jeffrey J. Graham oversees the case. Jeffrey Hester, Esq., at Hester Banker Krebs LLC represents the Debtor as counsel. RISEN INC: U.S. Trustee Unable to Appoint Committee --------------------------------------------------- The U.S. Trustee for Region 13 on Jan. 25 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Risen Inc. About Risen Inc. Risen, Inc. is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Risen, Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Mo. Case No. 20-30430) on Oct. 13, 2020. The petition was signed by Garrett Reincke, President and chief executive officer. At the time of the filing, the Debtor had estimated assets of less than $50,000 and estimated liabilities of between $1 million and $10 million. Judge Brian T. Fenimore oversees the case. Collins, Webster & Rouse P.C. serves as the Debtor's counsel. RJT REAL ESTATE: Seeks to Hire Snow Christensen as Special Counsel ------------------------------------------------------------------ RJT Real Estate Holdings, LLC seeks approval from the U.S. Bankruptcy Court for the District of Utah to employ Snow Christensen & Martineau P.C. as special litigation counsel. The Debtor requires legal assistance to prosecute its claims asserted in an adversary case (Case No. 20-02019) filed with the court on March 16, 2020. Snow Christensen will be paid at these rates: Shareholders $265 to $560 per hour Of Counsels $335 to $510 per hour Associates $190 to $285 per hour Paralegals $150 to $185 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. P. Matthew Cox, Esq., a partner at Snow Christensen, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Snow Christensen can be reached at: P. Matthew Cox, Esq. Amanda B. Mendenhall, Esq. Snow Christensen & Martineau P.C. 10 Exchange Place, Eleventh Floor Post Office Box 45000 Salt Lake City, UT 84145 Tel: (801) 521-9000 Email: pmc@scmlaw.com abm@scmlaw.com About RJT Real Estate Holdings RJT Real Estate Holdings, LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Utah Case No. 18-29037) on Dec. 4, 2018. At the time of the filing, the Debtor was estimated to have assets of less than $500,000 and liabilities of less than $100,000. Judge R. Kimball Mosier oversees the case. The Debtor tapped Vannova Legal, PLLC, as its bankruptcy counsel and Snow Christensen & Martineau P.C. as its special litigation counsel. ROBERT F. TAMBONE: Hearing on Sale of Jupiter Asset Set for Feb. 23 ------------------------------------------------------------------- Robert F. Tambone filed with the U.S. Bankruptcy Court for the District of Massachusetts a notice of his proposed private sale of the real property located at 1003 Captains Way #1003, in Jupiter, Florida, to Jay R. Beaulieu and Linda M. McLaughlin or their nominee for $750,000 on the terms of their Purchase and Sale Agreement, subject to overbid. The Debtor and his non-debtor spouse are the owners of the Unit as tenants by the entirety. The Unit consists of a three-bedroom, two bath, two story attached home with 2,160 square feet of living area, a garage, a private terrace, and a private dock. The Debtor asks Court approval to convey the Unit to the Purchaser. He intends to sell the Unit free and clear of liens, claims, encumbrances and interests. The Unit is to be sold in "as is" and "where is" condition. Further, the Debtor is not making any representations or warranties whatsoever, either express or implied, with respect to the Unit. In accordance with the terms of the Sale Agreement, the Purchaser will pay to the Debtor on the closing date, which will be no later than April 2, 2021, the Purchase Price for the Unit, in the amount of $750,000 be paid as follows: (i) $50,000 paid as a deposit; (ii) $20,000 paid within 10 days after the Effective Date under the Sale Agreement; and (iii) $675,000 paid at the time of delivery of the title. There are no known liens with respect to the Unit. Any contested liens, claims or encumbrances will attach to the proceeds of the sale of the Unit. The validity and enforceability of any contested lien will be determined by the Court after due notice and hearing. The Sale Hearing is set for Feb. 23, 2021, at 10:15 a.m. by telephone. To participate in the hearing, interested parties can dial (877) 336-1839 and enter the access code 1378281#. The Objection Deadline is Feb. 18, 2021. Any and all counteroffers must be in an amount not less than $768,750. All counteroffers must be accompanied by a deposit equal to $76,875, made payable to the Debtor and delivered to the counsel to the Debtor by Feb. 18, 2021. The Deposit will be forfeited to the estate if the highest bidder fails to complete the sale by the date ordered by the Court. The Debtor has requested that, if the sale is not completed by the highest bidder, the Court approve the sale of the Unit to the next highest bidder. A copy of the Agreement is available at https://tinyurl.com/yxu2odkb from PacerMonitor.com free of charge. Robert F. Tambone sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-11378) on June 22, 2020. The Debtor tapped Kathleen Cruickshank, Esq., SENTINL INC: Court Approves Public Auction of Business Property --------------------------------------------------------------- Judge Mark A. Randon of the U.S. Bankruptcy Court for the Eastern District of Michigan authorized Sentinl, Inc.'s sale procedures in connection with the sale of business property to a Michigan company to be formed by its President, Omer Kiyani, for $5,000, subject to higher and better offers. The public auction will be conducted according to the following terms: a. Purchase Price: The Business Property (including the equipment, inventory, all vehicles, and personal property located at the Debtor's facility, and all licenses, contracts, easements, covenants, and related rights necessary or appropriate for operation of the manufacturing facility) is to be sold to the Purchaser for $5,000, or to the highest and best offer solicited at a public auction as set forth in the Order Approving Sale Procedure; b. Closing Conditions: The Purchase Price will be payable in cash immediately available at the date and time that all conditions precedent to the sale of the Business Property set forth in the Purchase Agreement are satisfied, excused, or otherwise discharged, and the Debtor presents for transfer to Buyer or the highest bidder any title to the Business Property and all related assets sold in accordance with the Purchase Agreement. c. Closing Date: The Closing is to occur no later than 30 days after entry of the Order, or in the event of competitive bidding, within three business days of the Court approved auction date. d. Statutory Protections: The parties to the Purchase Agreement will be entitled to the protections contained in Bankruptcy Code section 363(m). e. Operation of Business Property: The Buyer or the highest bidder will assume operation of the Business Property after the Closing. f. Higher and Better Offers: The Purchase Agreement is subject to higher and better offers, such offers to conform with the set forth in the Motion to Approve Sale. g. Assignment and Waiver: The Debtor is authorized to make or execute such assignments that are reasonable necessary to evidence the conveyance of the Business Property to the Buyer. Other than Assumed Liabilities the sale of Business Property is free and clear of all liens and interests which such liens and interests will transfer to the sale proceeds. The Agreement, and the Sale of the Business Property to the Purchaser, are approved and authorized in all respects. Upon the Closing, the Purchaser will assume and agree to pay, perform and otherwise discharge, the designated Assumed Liabilities in accordance with, and as limited by, the Agreement. The Purchased Assets will not include any property owned by third parties unless such third parties have provided written consent to such sale of property. Any amounts that become payable by the Debtors to the Purchaser pursuant to the Agreement or any of the documents delivered by the Debtors pursuant to or in connection with the Agreement will (a) constitute administrative expenses of the Debtors' estates and (b) be paid by the Debtors in the time and manner as provided in the Agreement without further order of the Court. The Order will be effective immediately upon entry, and any stay of orders provided for in Bankruptcy Rules 6004(h), 6006(d) and any other provision of the Bankruptcy Code or Bankruptcy Rules is expressly lifted. About Sentinl Inc. Sentinl Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-48110) on July 7, 2020, listing under $1 million in both assets and liabilities. Debtor has tapped Maxwell Dunn, PLC as its legal counsel and Rabbaig and Haque, PLLC as its accountant. SHALE FARMS: $36K Sale of Mohawk Property to Gentry Approved ------------------------------------------------------------ Judge Suzanne H. Bauknight of the U.S. Bankruptcy Court for the Eastern District of Tennessee authorized Shale Farms, LLC's sale of the real property located at 1760 Westwood Road, in Mohawk, Tennessee, together with all buildings, improvements and fixtures constructed or located on the Land and all easements and rights benefiting or appurtenant to the Land, legally described as LOT 1, more particularly described in Book 583A, Page 1702 of the Official Public Records of Greene County, Tennessee, and shown on Tax Map 80, Parcel 32.00, to Donna L. Gentry for $36,000. The contract for the sale of real property is approved and the Debtor is authorized to proceed with closing on the sale of the real property. The closing agent will mail copies of the closing statement and the partial release to both the secured creditor, Ms. Martin and her attorney, Kenneth Hood. Mr. Hood is authorized to sign the partial release on behalf of the decedent's estate. The normal closing expenses and charges are authorized to be paid; and $27,000 is authorized to be disbursed to Ms. Walker as Personal Representative of the Martin Estate. Finally, the 14-day stay period of FRBP 2006(h) is waived for cause. The bankruptcy case is In re: Shale Farms, LLC, (Bankr. E.D. Tenn. Case No. 3:20-bk-31787-SHB). SMITTY'S LAND: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Smitty's Land, LLC 4400 N Central Ave Phoenix, AZ 85012 Business Description: Smitty's Land, LLC is a Single Asset Real Estate (as defined in 11 U.S.C. Section 101(51B). Chapter 11 Petition Date: January 25, 2021 Court: United States Bankruptcy Court District of Arizona Case No.: 21-00510 Debtor's Counsel: Philip G. Mitchell, Esq. GAMMAGE & BURNHAM E-mail: pmitchell@gblaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Sloane McFarland, manager, Phoenix Trash & Garbage, LLC, its managing member. The Debtor did not attach to the petition a list of its 20 largest unsecured creditors. A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MAEN6AA/Smittys_Land_LLC__azbke-21-00510__0001.0.pdf?mcid=tGE4TAMA SPHERATURE INVESTMENTS: Seeks to Hire Foley & Lardner as Counsel ---------------------------------------------------------------- Spherature Investments LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Foley & Lardner LLP as their legal counsel. The firm's services will include: a. advising the Debtors regarding their powers and duties in the continued operation of their business; b. assisting the Debtors in identifying assets and liabilities of the estate; c. assisting the Debtors in formulating a plan of reorganization or liquidation and taking necessary legal steps in order to confirm such plan; d. preparing legal papers; e. court appearances; f. analyzing claims and competing property interests, and negotiating with creditors and parties-in-interest; g. advising the Debtors in connection with any potential sale of assets; and h. other legal services that may be necessary in the Debtors' Chapter 11 proceedings. Foley & Lardner will be paid at these rates: Partners/Of Counsel $685 to $1,150 per hour Senior Counsel $680 to $725 per hour Special Counsel $665 to $760 per hour Associates $390 to $535 per hour Paraprofessionals $60 to $250 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. Foley & Lardner received a $519,090.50 retainer from the Debtors prior to the petition date. Marcus Helt, Esq., a partner at Foley & Lardner, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Foley & Lardner can be reached at: Marcus A. Helt, Esq. Thomas C. Scannell, Esq. Foley & Lardner LLP 2021 McKinney Avenue, Suite 1600 Dallas, TX 75201 Telephone: (214) 999-3000 Facsimile: (214) 999-4667 E-mail: mhelt@foley.com tscannell@foley.com About Spherature Investments Spherature Investments LLC and its affiliates sought Chapter 11 protection (Bankr. E.D. Texas Lead Case No. 20-42492) on Dec. 21, 2020. Its affiliates include WorldVentures Marketing, LLC, a company that sells travel and lifestyle community memberships providing a diverse set of products and experiences. Spherature Investments estimated $50 million to $100 million in assets and liabilities at the time of the filing. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped Foley & Lardner, LLP as counsel and Larx Advisors, Inc. as restructuring advisor. Stretto is the claims agent. SPHERATURE INVESTMENTS: Seeks to Hire Larx Advisors, Appoint CRO ---------------------------------------------------------------- Spherature Investments LLC and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Larx Advisors Inc. and appoint Erik Toth as their chief restructuring officer. The firm's services will include: (a) assisting the Debtors in connection with the identification, evaluation, development and implementation of financial restructuring strategies and tactics including, but not limited to, any pending transactions or the review and evaluation of stalking horse bidders; (b) assisting the Debtors in the development of multi-year financial projections and related debt service capacity models, as needed; (c) assisting the Debtors in the refinement of their cash management and cash flow forecasting process; (d) communicating and negotiating with secured creditors, suppliers and other parties in interest; (e) assisting the Debtors' management in responding to information requests from stakeholders and potential capital sources; (f) advising the Debtors regarding their financial restructuring process; (g) assisting the Debtors in the preparation of various stakeholder presentations and financial reports; (h) assisting the Debtors in their review and assessment of vendor relationships and other executory contracts; (i) assisting in the Debtors' development of a plan of reorganization or liquidation; (j) assisting the Debtor's management in the completion of their statement of assets and liabilities, statement of financial affairs and other court filings; (k) assisting the Debtor's management in the preparation of a creditor and claims matrix; (l) assisting the Debtor's management in the preparation of amonthly operating reports; (m) assisting the Debtor's management in responding to subpoenas and other requests for information; (n) other services that may be necessary in the Debtors' Chapter 11 proceedings. Larx Advisors will be paid at these rates: Managing Directors/Partners $550 to $595 per hour Directors $350 to $400 per hour Managers $300 to $340 per hour Senior Consultants $250 to $290 per hour Consultants $225 to $240 per hour Administrative/Paraprofessionals $50 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. During the 90-day period before the petition date, Larx Advisors received $264,127.50, including retainers in the aggregate amount of $110,000. Erik Toth, a partner at Larx Advisors, disclosed a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Larx Advisors can be reached at: Erik Toth Larx Advisors Inc. 2600 Network Boulevard, Suite 600 Frisco, TX 75304 Tel: (972) 294-5884 About Spherature Investments Spherature Investments LLC and its affiliates sought Chapter 11 protection (Bankr. E.D. Texas Lead Case No. 20-42492) on Dec. 21, 2020. Its affiliates include WorldVentures Marketing, LLC, a company that sells travel and lifestyle community memberships providing a diverse set of products and experiences. Spherature Investments estimated $50 million to $100 million in assets and liabilities at the time of the filing. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped Foley & Lardner, LLP as counsel and Larx Advisors, Inc. as restructuring advisor. Stretto is the claims agent. SPHERATURE INVESTMENTS: Seeks to Hire Stretto as Claims Agent ------------------------------------------------------------- Spherature Investments LLC, and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Stretto as their claims and noticing agent. The firm will oversee the distribution of notices and will assist in the maintenance, processing and docketing of proofs of claim filed in the Debtors' Chapter 11 cases. Stretto will be paid at these rates: Director of Solicitation $210 per hour Solicitation Associate $190 per hour COO and Executive VP No charge Director $175 - $210 per hour Associate/Senior Associate $65 - $165 per hour Analyst $30 - $50 per hour Prior to the petition date, the Debtors provided Stretto an advance in the amount of $50,000. Stretto will also be reimbursed for out-of-pocket expenses incurred. Sheryl Betance, managing director at Stretto, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Stretto can be reached at: Sheryl Betance Stretto 410 Exchange, Ste. 100 Irvine, CA 92602 Tel: (714) 716-1872 Email: sheryl.betance@stretto.com About Spherature Investments Spherature Investments LLC and its affiliates sought Chapter 11 protection (Bankr. E.D. Texas Lead Case No. 20-42492) on Dec. 21, 2020. Its affiliates include WorldVentures Marketing, LLC, a company that sells travel and lifestyle community memberships providing a diverse set of products and experiences. Spherature Investments estimated $50 million to $100 million in assets and liabilities at the time of the filing. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped Foley & Lardner, LLP as counsel and Larx Advisors, Inc. as restructuring advisor. Stretto is the claims agent. SPHERATURE INVESTMENTS: U.S. Trustee Appoints Creditors' Committee ------------------------------------------------------------------ The U.S. Trustee for Region 6 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Spherature Investments LLC and its affiliates. The committee members are: 1. Christine Villar FSP Legacy Tennyson Center, LLC 401 Edgewater Place, Suite 200 Wakefield, MA 01880 Tel: 781-557-1377 E-mail: Cvillar@fspreit.com 2. Melody Yiro c/o Lindemann Law Firm 433 N. Camden Drive, 4th Floor Beverly Hills, CA 90210 Tel: 310-279-5269 E-mail: blake@lawbl.com 3. Peter Powderham Lavender OAST Lavender Fields Isfield, East Sussex TN22 SFB United Kingdom Tel: 44-797-100-1000 E-mail: petepowderham@gmail.com 4. Efrosyni Adamides 22 Archbishop Makarios Street Nicosia, 2722 Cyprus Tel: 357-9655-6557 E-mail: efrosyni@adamides.net 5. David Watson 9029 S. Yosemite #2303 Lone Tree, CO 80124 Tel: 507-312-0290 E-mail: Davewatson22@hotmail.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Spherature Investments Spherature Investments LLC and its affiliates, including WorldVentures Marketing, LLC, sought Chapter 11 protection (Bankr. E.D. Texas Lead Case No. 20-42492) on Dec. 21, 2020. Spherature Investments estimated $50 million to $100 million in assets and liabilities at the time of the filing. The Hon. Brenda T. Rhoades is the case judge. The Debtors tapped Foley & Lardner, LLP as counsel and Larx Advisors, Inc. as restructuring advisor. Stretto is the claims agent. STEIN MART: March 11 Hearing on Wind-Down Plan Set -------------------------------------------------- Debtors Stein Mart, Inc. and its affiliates filed with the U.S. Bankruptcy Court for the Middle District of Florida, Jacksonville Division, a motion for entry of an order conditionally approving the adequacy of the Disclosure Statement and scheduling a combined hearing on final approval of the Disclosure Statement and confirmation of the Plan. On Jan. 19, 2021, Judge Jerry A. Funk granted the motion and ordered that: * The Disclosure Statement is approved on a conditional basis under Section 1125 of the Bankruptcy Code and Bankruptcy Rule 3017. Any objections to the adequacy of the information contained in the Disclosure Statement are expressly reserved for consideration at the Confirmation Hearing. * March 11, 2021, at 11:00 a.m. is the combined hearing on final approval of the adequacy of the Disclosure Statement and confirmation of the Plan. * March 2, 2021, at 4:00 p.m. is the deadline to file objections to the adequacy of the Disclosure Statement and confirmation of the Plan. * March 4, 2021, at 4:00 p.m. is the deadline to submit Ballots to accept or reject the Plan or an Opt-Out Form. * March 8, 2021, at 4:00 p.m. is the deadline for the Debtors, the Committee, and other parties in support of the Plan to file a brief in support of confirmation of the Plan and/or a reply to any objections to the final approval of the Disclosure Statement and Confirmation of the Plan. A full-text copy of the order dated Jan. 19, 2021, is available at https://bit.ly/3phGdMO from PacerMonitor.com at no charge. Liquidating Plan In October 2020, the Debtors completed the liquidation of substantially all of its tangible personal property at more than 275 retail stores throughout the United States. The liquidation of the tangible property provided sufficient funds to repay the $96 million asset-based loan from Wells Fargo and the $37 million term loan from Gordon Brother Finance and to pay most of the costs of the store closing sales. At the conclusion of the liquidation process, on Oct. 30, 2020, the Debtors had $16.6 million in cash and $11.4 million of debts owed to holders of administrative claims. In November 2020, the Debtors won court approval to sell their tradenames, website and other intellectual property to an unrelated third party entity for $5.9 million. The Debtors filed a Combined Plan of Liquidation and a Disclosure Statement on Jan. 15, 2021. The Plan contemplates that Brad Boe of Advisory Trust Group, LLC, will be appointed as the Plan Administrator on the Effective Date to finalize the wind-down of the Debtors' estates, monetize any remaining assets, and make distributions to creditors in accordance with the Plan. The Plan treats claims and interests as follows: * Holders of Allowed Other Secured Claims will receive: (a) payment in full in Cash of such Holder's Allowed Other Secured Claim, (b) the collateral securing such Holder's Allowed Other Secured Claim, or (c) such other treatment rendering such Holder's Allowed Other Secured Claim Unimpaired. * Each Holder of an Allowed Administrative Expense Claim shall receive payment in full in Cash. * Each Holder of an Allowed Other Priority Claim will receive payment in full in cash, according to the priority scheme established by Section 507(a) of the Bankruptcy Code, to the extent sufficient Distributable Funds are available. The Debtor currently anticipates that Allowed Other Priority Claims will be paid in full, but there is no guaranty and the final result will depend on the final, total amount of Allowed Other Priority Claims, the amount of tax refunds recovered, the expenses of the wind-down and other factors. * Each Holder of an Allowed Letter of Credit Claim shall receive payment in full in Cash of Holder's Allowed Letter of Credit Claim from the Letter of Credit Reserve. The unused portion of the Letter of Credit Reserve shall be released and returned to the Wind-Down Debtors no later than five business days after the day that the letters of credit to which the applicable portion of the Letter of Credit Reserve relates is drawn, canceled, expired or replaced. * Any outstanding ABL Claims will be deemed Allowed. To the extent any Allowed ABL Claims remain outstanding on the Effective Date, each Allowed ABL Claim shall receive payment in full. * Any outstanding Term Loan Claims shall be deemed Allowed. To the extent any Allowed Term Loan Claims remain outstanding on the Effective Date, each Allowed Term Loan Claim shall receive payment in full. * In full and final satisfaction, compromise, settlement, and release of and in exchange for each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive its pro-rata share of the General Unsecured Claims Recovery until paid in full. The Debtors estimate the total General Unsecured Claims will be between $217 million and $421 million and that the total Cash distributed to General Unsecured Claims will be between $0 and $15 million. * Each Allowed Intercompany Claim will be canceled and released. * Each Intercompany Interest shall be settled, canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and holders of intercompany interests will not receive any distribution on account of such interests. * Each Allowed Existing Interest in the Debtors shall be canceled, released, and extinguished, and will be of no further force or effect and no Holder of Existing Interests in the Debtors will be entitled to any recovery or distribution under the Plan on account of such interests. * Allowed Section 510(b) Claims, if any, shall be canceled, released, and extinguished as of the Effective Date, and will be of no further force or effect, and Holders of Allowed Section 510(b) Claims will not receive any distribution on account of such Allowed Section 510(b) Claims. In addition, holders of Administrative Claims, Priority Tax Claims, Postpetition WARN ActClaim, Other Priority Claims, Prepetition Secured Claims, Letter of Credit Claims, ABL Claims, Term Loan Claims and General Unsecured Claims that vote to accept or do not affirmatively opt out of the releases provided by the Plan by checking the box on the applicable form indicating that they opt not to provide the releases provided by the Plan or do not object to the releases contained in the Plan shall be deemed "Released Parties" and will receive a release from the Debtors. The compromises and settlements to be implemented pursuant to the Plan preserve value by enabling the Debtors to swiftly and efficiently emerge from chapter 11. A copy of the Disclosure Statement filed Jan. 15, 2021, is available at document number 849 -- https://bit.ly/39ouSW5 -- at the unofficial docket maintained by Stretto. About Stein Mart Stein Mart, Inc. -- http://www.SteinMart.com/-- was a national specialty omni off-price retailer offering designer and name-brand fashion apparel, home decor, accessories, and shoes at everyday discount prices. The company operated 281 stores across 30 states. Stein Mart Inc. and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case Nos. 20-02387 to 20-02389) on Aug. 12, 2020. As of May 2, 2020, the Debtors had total assets of $757.6 million and total liabilities of $791.2 million. Judge Jerry A. Funk oversees the cases. The Debtors tapped Foley & Lardner LLP as their legal counsel, Clear Thinking Group LLC as a financial advisor, and Stretto as claims and noticing agent. SUNDIVE COMMODITY: Seeks to Hire Hoffman & Saweris as Counsel ------------------------------------------------------------- Sundive Commodity Group, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Hoffman & Saweris, P.C. as its legal counsel. The firm's services will include: a. advising the Debtor with respect to its powers and duties; b. advising the Debtor with respect to the rights and remedies of the estate's creditors and other parties in interest; c. conducting examinations of witnesses, claimants and other parties in interest; d. preparing pleadings and other legal instruments required to be filed in the Debtor's Chapter 11 case; e. representing the Debtor in all proceedings before the bankruptcy court and in any other judicial or administrative proceeding in which the rights of the Debtor or the estate may be affected; f. advising the Debtor in the reorganization of assets and liabilities through the bankruptcy court; g. advising the Debtor in connection with the formulation, solicitation, confirmation and consummation of any plan of reorganization, which the Debtor may propose; and h. other legal services that may be appropriate in connection with the continued operations of the Debtor's business. Hoffman & Saweris will be paid at hourly rates ranging from $300 to $400. The firm will also be reimbursed for out-of-pocket expenses incurred. The Debtor paid Hoffman & Saweris an initial consultation fee of $500, retainer fees totaling $35,000, and Chapter 11 filing fees totaling $1,738. Matthew Hoffman, a partner at Hoffman & Saweris, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Hoffman & Saweris can be reached at: Matthew Hoffman, Esq. Alan Brian Saweris, Esq. Hoffman & Saweris, P.C. 2777 Allen Parkway 1000 Houston, TX 77019 Tel: (713) 654-9990 Fax: )713) 654-0038 Email: matthew@mhsawlaw.com About Sundive Commodity Group Sundive Commodity Group, a Cypress, Texas-based merchant wholesaler of petroleum and petroleum products, filed a Chapter 11 petition (Bankr. S.D. Texas Case No. 21-30163) on Jan. 20, 2021. In its petition, the Debtor estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. Sundive President Christopher Barton signed the petition. Judge Eduardo V. Rodriguez presides over the case. Hoffman & Saweris, P.C. serves as the Debtor's bankruptcy counsel. SUNERGY CALIFORNIA: Solar Module Supplier Files for Chapter 11 -------------------------------------------------------------- Mark Anderson of Sacramento Business Journal reports that Sacramento solar photovoltaic module manufacturer Sunergy California LLC has filed for voluntary bankruptcy reorganization. The petition was filed Jan. 20, 2021, in U.S. Bankruptcy Court for the Eastern District of California in Sacramento, listing more than $10 million in estimated assets and $17.2 million in liabilities. "They are seeking to reorganize while continuing to operate," said Rosendo Gonzalez, counsel for Sunergy California with the Los Angeles firm Gonzalez & Gonzalez Law. He declined to discuss what led Sunergy to file for bankruptcy, but said company executives believe they can pay down their debts with a reorganization plan. Among Sunergy California's largest debts is to Depcom Power Inc., an industrial-scale solar developer based in Scottsdale, Arizona. Depcom has a court judgment of $3.7 million against Sunergy California. The judgment is disputed and on appeal, according to the filing. The company also faces four other pending suits for breach of contract. Sunergy California is a subsidiary of Nanjing, China-based solar cell manufacturer China Sunergy Co. In 2017, it began renovations of a 140,000-square-foot manufacturing building at McClellan Park to produce solar panels there. The company expanded several times. It has four addresses listed at McClellan, which carry a combined monthly rent of $52,121. Among assets, the company lists $2.4 million in raw material and $2.4 million in finished goods and work in progress. In early 2017, when the company announced it was opening a manufacturing line in Sacramento, Sunergy executives said that it would eventually employ 200 people. The opening of the manufacturing line was delayed by about a year. On its Web site, which appears to have last been updated in 2019, the company said it had 150 employees and that it had delivered more than 6,000 megawatts worth of solar panel capacity. About Sunergy California Sunergy California LLC -- http://www.sunergyus.com/-- is a solar module supplier. Sunergy California was founded in 2016 and is headquartered and has module production facilities in Sacramento, California. Sunergy California LLC filed a Chapter 11 petition (Bankr. E.D. Cal. Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu Han, chairman, the Debtor disclosed total assets of $7,629,993 and total liabilities of $17,226,553. GONZALEZ & GONZALEZ LAW, P.C., led by Rosendo Gonzalez, is the Debtor's counsel. SUNOCO LP: Moody's Affirms Ba3 CFR & Alters Outlook to Positive --------------------------------------------------------------- Moody's Investors Service changed Sunoco LP's (SUN) outlook to positive from stable while affirming its Ba3 Corporate Family Rating, Ba3-PD Probability of Default Rating and its B1 senior unsecured notes rating. SUN's Speculative Grade Liquidity rating was upgraded to SGL-2 from SGL-3. "Higher margins are offsetting somewhat lower wholesale motor fuels distribution volumes, enabling SUN to generate modest earnings growth and positive free cash flow," commented Andrew Brooks, Moody's Vice President. "As a result, SUN's leverage metrics are strengthening, an improvement Moody's believes will remain achievable on an ongoing basis." Upgrades: Issuer: Sunoco LP Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Issuer: Sunoco LP Probability of Default Rating, Affirmed Ba3-PD Corporate Family Rating, Affirmed Ba3 Senior Unsecured Notes, Affirmed B1 (LGD4) Outlook Actions: Issuer: Sunoco LP Outlook, Changed To Positive From Stable RATINGS RATIONALE As one of the largest distributors of motor fuels in the US, SUN benefits from the strength of its Sunoco retail brand and the geographic reach and revenue stability accruing from the wholesale distribution of motor fuel, its dominant business following the January 2018 sale of the majority of its company-operated retail fuel outlets to 7-Eleven, Inc. (Baa1 review down). SUN generates a fixed margin, which it expects to average 11-12 cents per gallon over the medium term on a significant portion of its gallons distributed and is no longer exposed to the volatility of retail fuel and merchandise margins associated with its retail businesses. While nine-month 2020 motor fuels volumes sold were down 13.7% to 6.1 billion gallons compared to 2019's nine-month period due to the pandemic-related downturn in transportation demand, third quarter volumes were up 22% sequentially off of second quarter lows. The gross profit margin on gallons sold over 2020's nine-month period, however, was up over an average 2.5-cents compared to 2019, reflecting SUN's ability to capitalize on the economies of scale its large size affords it in the highly fragmented wholesale motor fuels distribution business. As a result of the margin expansion and improved second-half 2020 demand conditions, abetted by cuts in operating expenses during the year, SUN expects full-year 2020 EBITDA to be at or above $740 million, up at least 11% over 2019's $665 million. Moody's believes that SUN will look to grow to gain additional size through acquisitions and economies of scale. Acquisitions are also likely to extend upstream into logistics assets, including storage and terminal investments. Notwithstanding growth aspirations, Moody's expects that SUN will adhere to its stated long-term leverage target of around 4x (about 4.5x including Moody's standard operating lease adjustments), a level which Moody's believes can be further improved upon in the future. Third quarter 2020 adjusted debt/EBITDA registered 4.6x compared with 2019's year-end 5.2x. Distribution coverage as of 2020's third quarter was 1.6x. SUN's exposure to volumetric risk in the wholesale distribution of motor fuels leaves it vulnerable to shifts in market demand and a long-term secular decline in motor fuels consumption. Environmental considerations also have a growing impact on Moody's credit analysis for midstream energy companies, indirectly related to potential carbon dioxide regulations. A strong financial position and low financial leverage are important characteristics for managing these environmental and social risks. Moody's regards SUN as having good liquidity as indicated by its SGL-2 Speculative Grade Liquidity rating, principally a function of its $1.5 billion secured revolving credit facility. SUN's $800 million November 2020 issuance of senior unsecured notes together with cash and borrowings under its revolving credit facility fully funded a tender offer and redemption of its $1.0 billion 4.875% notes due 2023 as of January 15. At September 30, $87 million was outstanding under SUNs secured revolving credit facility, which has a July 2023 scheduled maturity date. SUN's next upcoming debt maturity is its 5.50% notes due February 2026. SUN's outlook is positive reflecting Moody's expectation of reduced leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if SUN's adjusted debt/EBITDA consistently remains under 4.5x and interest coverage exceeds 4.5x. Ratings could be downgraded should leverage increase above 5.5x or should distribution coverage fall below 1x. Sunoco LP is a master limited partnership (MLP) that distributes motor fuels on a wholesale basis to convenience stores, independent dealers, commercial customers and distributors situated in over 30 states. Its general partner is Energy Transfer Operating, L.P. (Baa3 negative), who owns 100% of SUN's Incentive Distribution Rights (IDRs) and 34.4% of SUN's common units. ETO is a wholly-owned subsidiary of Energy Transfer LP (not rated). Sunoco LP is headquartered in Dallas, Texas. The principal methodology used in these ratings was Midstream Energy published in December 2018. TED & STAN'S: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Ted & Stan's Towing Service, Inc. 3975 NW South River Drive Miami, FL 33142 Business Description: Ted & Stan's Towing Service, Inc. is a provider of towing services in Florida. Chapter 11 Petition Date: January 26, 2021 Court: United States Bankruptcy Court Southern District of Florida Case No.: 21-10663 Judge: Hon. Jay A. Cristol Debtor's Counsel: Jacqueline Calderin, Esq. AGENTIS PLLC 55 Alhambra Plaza, Suite 800 Miami, FL 33134 Tel: 305-722-2002 E-mail: jc@agentislaw.com Total Assets as of December 31, 2020: $970,481 Total Liabilities as of December 31, 2020: $1,718,592 The petition was signed by Edwyn Martinez, president. 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/PSPNLKY/Ted__Stans_Towing_Service_Inc__flsbke-21-10663__0001.0.pdf?mcid=tGE4TAMA TIMOTHY A. MORRIS: Sale of Assets to Fund Payment to Creditors OK'd ------------------------------------------------------------------- Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized Timothy A. Morris' sale of real and personal property that he needs to liquidate to fund his repayment to creditors. The real property that the Debtor intends to sell is encumbered by the statutory lien of the Gaston County Tax collector for ad valorem taxes. Included in the personal property that the Debtor intends to sell is a Case Compact CX55B Mini-Excavator that is encumbered by lien of the CNH Industrial Capital America, LLC. The Debtor is authorized to sell the described assets, including but not limited to the described liens and interests, with the rights of lien creditors being transferred to the proceeds of sale. The sale of assets will be free and clear of all the liens as set forth with the rights of lien creditors and interests being transferred to the proceeds of the sale. The Order entered by the Court will constitute a release of the described alleged liens only from the assets described and will not apply as a release of lien or interest on other assets in the Chapter 11 bankruptcy estate. All creditors, lienholders and interested parties that did not object within the time allowed are deemed to have consented to the sale of the property free and clear of that creditor's interest. The proceeds of the sale of any under-encumbered property will be subject to payment of all administrative costs of the proceeding. The proceeds of sale of any over-encumbered property will be subject to the payment of the reasonable, necessary costs and expenses of preserving, or disposing of such property, to the extent of any benefit to the holder of an allowed secured claim, such costs and expenses to be approved by the Court. The Debtor is authorized to enter into and consummate the sale of the assets to any purchasers as necessary to effectuate the Order. Any purchaser of the Sale Assets does not assume, have any liability for, or in any manner be responsible for any liabilities or obligations of the Debtor and the estate, Whether in rem claims or in personam claims. The Court permanently enjoin all creditors and claimants of the Debtor and all persons having an interest of any nature derived through the Debtor, from pursuing any action against the purchaser of the Sale Assets or the Sale Assets once acquired by the purchaser. At the closing of the real property, the closing attorney is authorized to pay the costs attributable to the Seller, including any commissions due to brokers, closing costs and expenses. The closing attorney is also authorized to pay and satisfy the lien claim of the Gaston County Tax Collector in order to effectuate clear title to the Purchaser. The net proceeds remaining after the payment of these costs of sale will be turned over to counsel for the Debtor. The counsel will hold these funds in trust subject to further orders of the Court regarding their distribution and/or confirmation of the Plan. Timothy A. Morris sought Chapter 11 protection (Bankr. E.D. N.C. Case No. 19-05243) on Nov. 11, 2019. The Debtor tapped J.M. Cook, Esq., at J.M. Cook, P.A. as counsel. TM HEALTHCARE: May Use KeyBank Cash Collateral on Final Basis ------------------------------------------------------------- Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, has authorized TM Healthcare Holdings, LLC and affiliates to use cash collateral on a final basis and provide adequate protection to KeyBank National Association, as administrative agent for the lenders under a credit agreement. The lending syndicate includes KeyBank, Bank United N.A., Opus Bank, Bank Leumi ISA, and Hancock Whitney Bank. Prior to the bankruptcy filing, the Debtors became indebted to, and granted certain security interests to, KeyBank pursuant to loan and security agreements, including without limitation: i. Revolving Credit Notes, dated as of June 30, 2016, in the maximum aggregate amount of $20 million, executed by TM Healthcare Holdings, LLC, Arizona Red Rock Holdings, LLC, Bass Holding Company, LLC, Golden Gate Holding Company, LLC, and Treatment Management Company, LLC in favor of the Prepetition Secured Lenders, together with related contractual agreements, as thereafter amended, supplemented and modified; ii. Term Notes, dated as of June 30, 2016, in the maximum aggregate amount of $60 million, executed by the Borrowers in favor of the Prepetition Secured Lenders; and iii. a Credit and Security Agreement, dated June 30, 2016, by and among the Borrowers, KeyBank, and the Prepetition Secured Lenders, as thereafter amended, supplemented and modified, together with related contractual agreements, as the same may have been amended, supplemented and modified. The Debtors granted KeyBank security interests and liens in substantially all of the Debtors' assets to the extent described in the Prepetition Loan Documents. As of the Petition Date, the Debtors were, and remain, in default of their obligations under the Loan Documents. The total due to the Prepetition Secured Lenders under the Loan Documents as of the Petition Date was $58 million, plus fees, costs, and expenses that have accrued or may accrue, all obligations of the Debtors arising under the Loan Documents. The Court says the Debtors are authorized to use the Cash Collateral in an amount not to exceed 110% of any specific line item set forth in the applicable Approved Budget. In addition to the existing rights and interests of KeyBank and the Prepetition Secured Lenders in the Cash Collateral and the other Prepetition Collateral, KeyBank is granted, as security for the repayment and performance of the Credit Obligations, valid, binding, enforceable, and perfected first-priority replacement liens in all of the Debtor's post-petition collateral, and proceeds thereof, that KeyBank held in the Debtor's pre-petition property. The Replacement Liens will be subject to validly perfected prepetition liens, if any, having priority over KeyBank’s Prepetition Liens. In order to further protect the interest of KeyBank and the Prepetition Secured Lenders, KeyBank is granted (i) a Replacement Lien as security for any diminution in value of its security interest in Cash Collateral and other Collateral resulting from the Debtors' use and (ii) subject only to a Carve Out, a superpriority administrative expense claim. KeyBank does not agree that the Debtors projected cash flows provide KeyBank with adequate protection with respect to its lien on the Collateral, including, without limitation, the Cash Collateral. KeyBank does, however, consent to the use of Cash Collateral, pursuant to the terms and subject to the conditions of this Final Order. Notwithstanding entry of this Final Order, KeyBank reserves its rights, claims, defenses, and arguments with respect to the issue of adequate protection and any use of Cash Collateral after the occurrence of a Termination Event or expiration of any Approved Period. The Replacement Liens and the Superpriority Claim will not be subordinated to any other lien under section 364(d) of the Bankruptcy Code or otherwise but will be subordinate to the Carve Out for: (a) all fees required to be paid to the Clerk of the Court and to the Office of the United States Trustee under 28 U.S.C. section 1930(a), plus interest at the statutory rate; (b) the actual fees and expenses -- up to a maximum amount of $100,000 per month (and prorated for any partial month) commencing on October 26, 2020 -- incurred or earned by professionals retained by the Official Committee of Unsecured Creditors; (c) the actual fees and expenses, up to a maximum amount of $10,000, incurred or earned by the Committee Professionals in connection with the Committee's recently concluded investigation into the validity, enforceability, priority and amount of the Credit Obligations and Prepetition Liens; (d) the actual unpaid fees and expenses, up to that certain maximum amount as set forth in the then applicable (or any previously approved but then expired) Budget, incurred or earned by Rinnovo Management LLC, as the Debtors' chief restructuring officer, and Farlie Turner & Co., LLC, as the Debtors' investment banker; and (e) the actual fees and expenses, up to a maximum amount of $10,000, incurred by the CRO after the occurrence of a Termination Event or other termination of the Debtors' authority to use Cash Collateral pursuant to the Final Order. All parties in interest, excluding the Debtors and the Committee, had through January 7, 2021, to commence an adversary proceeding or contested matter (a) challenging the validity, enforceability, priority or amount of the Credit Obligations or the Prepetition Liens, and (b) asserting any claim or cause of action against the Prepetition Secured Lenders, or their agents (including, but not limited to, KeyBank). A copy of the Final Order and the Debtors' six-week budget through the week of February 27, 2021, is available at https://bit.ly/3sRWKtj from PacerMonitor.com. About TM Healthcare Holdings, LLC TM Healthcare Holdings, LLC, a Stuart, Fla.-based company in the health care business, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-20024) on September 17, 2020. The petition was signed by CFO Paul Kamps. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $50 million and $100 million. Judge Erik P. Kimball oversees the case. Shraiberg Landau & Page P.A. is the Debtor's legal counsel. Rinnovo Management LLC, acts as the Debtors' chief restructuring officer, and Farlie Turner & Co., LLC, as the Debtors' investment banker. The Official Committee of Unsecured Creditors has retained Berger Singerman, LLP as counsel. TPS OLDCO: Hearing on Bid Procedures for All Assets on Jan. 28 -------------------------------------------------------------- Judge Christopher J. Panos of the U.S. Bankruptcy Court for the District of Massachusetts will convene an evidentiary hearing on Jan. 28, 2021, at 2:00 p.m. via Zoom to consider the bidding procedures proposed by TPS Oldco, LLC and TPS Holdings, LLC in connection with the auction sale of substantially all assets. The Objection Deadline is Jan. 27, 2021 at noon. The Debtors proposed to sell the Assets free and clear of all liens, claims and encumbrances. They asked the Court to approve (i) the auction sale timing and format, bidding procedures, and certain bid protections in the event a Stalking Horse Bidder is designated by them; (ii) the form of notice to be provided to interested parties; and (iii) the procedures related to the assumption and assignment of certain executory contracts and unexpired leases. About The Paper Store The Paper Store, LLC is a family-owned and family-operated specialty gift retailer, with 86 stores in seven states and an e-commerce business. The retail locations feature merchandise comprising fashion, accessories, spa, home decor, stationery, jewelry, sports and more from well-regarded brands such as Vera Bradley, Lilly Pulitzer, Godiva, 47 Brands, Alex and Ani, Life is Good, Vineyard Vines, and Sugarfina. Visit http://www.thepaperstore.comfor more information. Paper Store and its affiliate TPS Holdings, LLC sought Chapter 11 protection (Bankr. D. Mass. Case No. 20-40743) on July 14, 2020. In the petition signed by CRO Don Van der Wiel, Paper Store was estimated to have assets of $10 million to $50 million and debt of $50 million to $100 million. Judge Christopher J. Panos oversees the cases. The Debtors tapped Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as their legal counsel, G2 Capital Advisors as restructuring advisor, SSG Capital Advisors as investment banker, Verdolno & Lowet, P.C. as accountant, and RSM US LLP as tax accountant. Donlin, Recano & Co., Inc. is the claims and noticing agent. TUESDAY MORNING: "TUEM" Begins Trading on OTCQX ----------------------------------------------- OTC Markets Group Inc. (OTCQX: OTCM), operator of financial markets for 11,000 U.S. and global securities, on Jan. 21, 2021, disclosed that Tuesday Morning Corp (OTCQX: TUEM), an off-price retailer, has qualified to trade on the OTCQX Best Market. Following its successful financial and operational reorganization and emergence from Chapter 11, Tuesday Morning began trading on Jan. 21 on OTCQX under the symbol "TUEM." U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the company on www.otcmarkets.com. Trading on the OTCQX Market offers companies efficient, cost-effective access to the U.S. capital markets. Streamlined market requirements for OTCQX are designed to help companies lower the cost and complexity of being publicly traded, while providing transparent trading for their investors. To qualify for OTCQX, companies must meet high financial standards, follow best practice corporate governance, and demonstrate compliance with applicable securities laws. "We are pleased to have emerged from a highly successful reorganization that enabled our shareholders to continue owning our common equity. We welcome significant new institutional ownership through the backstopped rights offering which is led by Osmium Partners, LLC, and Tensile Capital Management LLC. Trading on OTCQX is an important step forward for Tuesday Morning and our shareholders," commented Steve Becker, Chief Executive Officer of Tuesday Morning. B. Riley Securities, Inc. acted as the company's OTCQX sponsor. About Tuesday Morning Corp. Tuesday Morning Corporation, together with its subsidiaries, is a closeout retailer of upscale home furnishings, housewares, gifts, and related items. It operates under the trade name "Tuesday Morning" and is one of the original "off-price" retailers specializing in providing unique home and lifestyle goods at bargain values. Based in Dallas, Tuesday Morning operated 705 stores in 40 states as of Jan. 1, 2020. On the Web http://www.tuesdaymorning.com/ On May 27, 2020, Tuesday Morning and six affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 20-31476). Tuesday Morning disclosed total assets of $92 million and total liabilities of $88.35 million as of April 30, 2020. The Hon. Harlin Dewayne Hale is the case judge. The Debtors tapped Haynes and Boone, LLP as general bankruptcy counsel; Alixpartners LLP as financial advisor; Stifel, Nicolaus & Co., Inc. as investment banker; A&G Realty Partners, LLC as real estate consultant; and Great American Group, LLC as liquidation consultant. Epiq Corporate Restructuring, LLC, is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on June 9, 2020. The creditors' committee is represented by Munsch Hardt Kopf & Harr, P.C. Winstead PC, as Texas co-counsel. On Oct. 5, 2020, the Office of the U.S. Trustee appointed a committee to represent equity security holders. The equity committee tapped Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and PJ Solomon, L.P., and PJ Solomon Securities, LLC, as its financial advisor and investment banker. TWO RIVERS WATER: Faces Court Sanctions After 3rd Lawyer Quits -------------------------------------------------------------- Law360 reports that a Colorado federal court on Monday, Jan. 25, 2021, asked bankrupt marijuana greenhouse leasing company Two Rivers Water and Farming Co. why it shouldn't be sanctioned for failure to defend a shareholder suit after its third lawyer quit. U.S. Magistrate Judge Nina Y. Wang granted Ballard Spahr LLP attorney Matthew A. Morr's request to withdraw from the case over "irreconcilable differences" with his client, making him the third lawyer to depart since last January. Two Rivers failed to find replacement counsel by the deadline imposed by the court, prompting Judge Wang to enter the second threat of sanctions for nonrepresentation in the case. According to the unofficial docket maintained at PacerMonitor.com, Judge Nina Y. Wang on Jan. 25, 2021, approved Matthew A. Morr's motion to withdraw as attorney, and thereafter entered her third order to show cause why the court should not recommend sanctions against Two Rivers for its failure to participate in this matter in the absence of legal representation. The show cause response is due Feb. 15, 2021. The case is JOHN PAULSON v. TWO RIVERS WATER AND FARMING COMPANY, JOHN R. McKOWEN, WAYNE HARDING, and TIMOTHY BEALL, D. Colo. Civil Action No. 19-cv-02639-PAB-NYW. An unofficial docket is available at https://www.pacermonitor.com/case/30071136/Paulson_v_Two_Rivers_Water_and_Farming_Company_et_al Defendant Wayne Harding's attorney: Otto K. Hilbert, II Otto Law Tel: 303-324-3748 E-mail: otto@otto.law Defendant John R. McKowen's attorney: Michael T. Mihm Ogborn Mihm, LLP Tel: 303-592-5900 E-mail: michael.mihm@omtrial.com Susan Hardie Jacks Ogborn Mihm, LLP Tel: 303-592-5908 E-mail: susie.jacks@omtrial.com James E. Fogg Ogborn Mihm, LLP Tel: 303-592-5900 E-mail: james.fogg@omtrial.com James Edward Fogg Ogborn Mihm, LLP Tel: 303-592-5900 E-mail: james.fogg@omtrial.com Thomas Dean Neville Ogborn Mihm, LLP Tel: 303-592-5900 E-mail: thomas.neville@omtrial.com Defendant Two Rivers Water's attorneys: Herbert Roy Donica Donica Law Firm PA Tel: 813-878-9790 E-mail: herb@donicalaw.com Otto K. Hilbert, II Otto Law Tel: 303-324-3748 E-mail: otto@otto.law Plaintiff John Paulson's attorney: Alan L. Rosca Goldman Scarlato & Penny P.C. Tel: 484-342-0700 E-mail: rosca@lawgsp.com Christian A. Pfeiffer Goldman Scarlato & Penny P.C. Tel: 484-342-0700 E-mail: pfeiffer@lawgsp.com Paul J. Scarlato Goldman Scarlato & Penny P.C. Tel: 484-342-0700 E-mail: scarlato@lawgsp.com Steve A. Miller Steve A. Miller, P.C. Tel: 303-892-9933 E-mail: sampc01@gmail.com About Two Rivers and Farming Two Rivers -- http://www.2riverswater.com/-- is a Colorado-based company with a diverse asset base of land and water that plans to monetize assets through recently acquired hemp companies to form an integrated seed-to-consumer enterprise. The Company is positioned to grow various strains of hemp with proprietary genetics, to sell bulk biomass, process and extract Phytocannabinoids, and to develop and distribute consumer products. The Company has developed a line of proprietary whole-plant hemp-products, based on an innovative first-to-market Nature's Whole Spectrum approach. As of Sept. 30, 2019, the Company had $45.50 million in total assets, $22.45 million in total liabilities, and $23.05 million in total stockholders' equity. GrowCo, Inc., was incorporated on May 4, 2014, by John R. McKowen as the funding vehicle for two large scale commercial greenhouse operations in Pueblo, Colorado. It was originally intended that the greenhouses would be leased to commercial marijuana growers. GrowCo, Inc., sought Chapter 11 protection (Bankr. D.D.C. Case No. 19-10512) on Jan. 24, 2019. At the time of filing, the Debtor estimated assets and debt are $1 million to $10 million. The case is assigned to Hon. Joseph G. Rosania Jr. The Debtor is represented by: WADSWORTH GARBER WARNER CONRARDY, P.C. David V. Wadsworth David J. Warner 2580 W. Main St., Suite 200 Littleton, CO 80120 Tel: (303) 296-1999 Fax: (303) 296-7600 UNIVERSITY PLACE: Committee Taps Groshong Law as Local Counsel -------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of University Place Rehabilitation Center, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to retain Groshong Law PLLC. Groshong Law will serve as the committee's local counsel in the Debtors' jointly administered Chapter 11 cases. The firm will be paid at these rates: Attorneys $420 per hour Paralegals $150 per hour Groshong Law will also be reimbursed for out-of-pocket expenses incurred. Geoffrey Groshong, Esq., a partner at Groshong Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Groshong Law can be reached at: Geoffrey Groshong, Esq. Groshong Law PLLC 600 Stewart Street, Suite 1300 Seattle, WA 98101 Tel: (206) 508-0585 Email: Geoff@GroshongLaw.com About University Place Rehabilitation Center University Place Rehabilitation Center, LLC owns and operates a skilled nursing care facility in University Place, Wash. University Place Rehabilitation Center and its affiliates, Renton Healthcare Rehabilitation Center LLC and Talbot Rehabilitation Center LLC, filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 20-42793) on Dec. 18, 2020. CEO Eric Orse of Orse & Company, Inc. signed the petitions. In the petitions, University Place Rehabilitation Center disclosed $3,746,381 in assets and $5,684,608 in liabilities. The Debtors tapped Bush Kornfeld LLP as their bankruptcy counsel, and Tracy Law Group, PLLC and McNaul Ebel Nawrot & Helgren PLLC as special counsel. The U.S. Trustee for Region 18 appointed an official committee of unsecured creditors in the Debtors' cases on Jan. 4, 2020. The committee hired Troutman Pepper Hamilton Sanders LLP as bankruptcy counsel and Groshong Law PLLC as local counsel. UNIVERSITY PLACE: Committee Taps Troutman Pepper as Legal Counsel ----------------------------------------------------------------- The official committee of unsecured creditors appointed in the Chapter 11 cases of University Place Rehabilitation Center, LLC and its affiliates seeks approval from the U.S. Bankruptcy Court for the Western District of Washington to retain Troutman Pepper Hamilton Sanders, LLP as its bankruptcy counsel. The firm will provide these services: a. advise the committee with respect to its rights, duties and powers in the Debtors' Chapter 11 cases; b. assist the committee in its consultations with the Debtors; c. assist the committee in analyzing the claims of creditors and the Debtors' capital structure and in negotiating with the holders of claims and equity interests; d. assist the committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors' businesses; e. assist the committee in analyzing intercompany transactions and issues relating to non-debtor affiliates; f. assist the committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing of other transactions and the terms of a plan of reorganization for the Debtors; g. assist and advise the committee as to its communications, if any, to the general creditor body; h. represent the committee at court hearings and other proceedings; i. advise the committee with respect to all applications, orders, statements of operations and schedules filed with the court; j. assist the committee in preparing pleadings and applications; and k. other legal services. Troutman Pepper will be paid at these rates: Partners $615 to $1,125 per hour Of Counsel $635 to $935 per hour Associates $395 to 695 per hour Paraprofessionals $110 to 340 per hour Troutman Pepper will also be reimbursed for out-of-pocket expenses incurred. Francis Lawall, Esq., a partner at Troutman Pepper, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Troutman Pepper can be reached at: Francis J. Lawall, Esq. Troutman Pepper Hamilton Sanders, LLP 3000 Two Logan Square Philadelphia, PA 19103 Tel: (215) 981-4481 Email: francis.lawall@troutman.com About University Place Rehabilitation Center University Place Rehabilitation Center, LLC owns and operates a skilled nursing care facility in University Place, Wash. University Place Rehabilitation Center and its affiliates, Renton Healthcare Rehabilitation Center LLC and Talbot Rehabilitation Center LLC, filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 20-42793) on Dec. 18, 2020. CEO Eric Orse of Orse & Company, Inc. signed the petitions. In the petitions, University Place Rehabilitation Center disclosed $3,746,381 in assets and $5,684,608 in liabilities. The Debtors tapped Bush Kornfeld LLP as their bankruptcy counsel, and Tracy Law Group, PLLC and McNaul Ebel Nawrot & Helgren PLLC as special counsel. The U.S. Trustee for Region 18 appointed an official committee of unsecured creditors in the Debtors' cases on Jan. 4, 2020. The committee hired Troutman Pepper Hamilton Sanders LLP as bankruptcy counsel and Groshong Law PLLC as local counsel. UNIVERSITY PLACE: Independent Rehab Steps Down as Committee Member ------------------------------------------------------------------ Gregory Garvin, Acting U.S. Trustee for Region 18, disclosed in a notice to the U.S. Bankruptcy Court for the Western District of Washington that Independent Rehab, LLC has resigned from the official committee of unsecured creditors in the Chapter 11 cases of University Place Rehabilitation Center, LLC and its affiliates. The remaining committee members are: 1. Karen Dailey CVS Health 444 N. 44th Street Phoenix, AZ 85008 Tel: 480-772-5267 E-mail: Karen.dailey@cvshealth.com 2. Sabrina Benjamin 1340 Allegheny Ct. SE Olympia, WA 98503 Tel: 360-701-2504 Fax: 360-878-9869 E-mail: sabrina1956@comcast.net 3. Madhuri Chandra 33305 1st Way S. B-100 Federal Way, WA 98003 Tel: 206-304-2229 E-mail: madhuri@dependablestaffingagency.com 4. Joseph Schrage SNF Payroll & HR 700 N. Central Ave. Ste. 400 Glendale, CA 91203 Tel: 818-200-0340 E-mail: jschrage@snfpayroll.com About University Place University Place Rehabilitation Center, LLC owns and operates a skilled nursing care facility in University Place, Wash. University Place Rehabilitation Center and its affiliates, Renton Healthcare Rehabilitation Center LLC and Talbot Rehabilitation Center LLC, filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 20-42793) on Dec. 18, 2020. CEO Eric Orse of Orse & Company, Inc. signed the petitions. University Place Rehabilitation Center disclosed $3,746,381 in assets and $5,684,608 in liabilities. The Debtors tapped Bush Kornfeld LLP as their bankruptcy counsel, and Tracy Law Group, PLLC and McNaul Ebel Nawrot & Helgren PLLC as special counsel. The U.S. Trustee for Region 18 appointed an official committee of unsecured creditors in the Debtors' cases on Jan. 4, 2020. Troutman Pepper Hamilton Sanders, LLP and Groshong Law, PLLC serve as the committee's bankruptcy counsel and local counsel, respectively. VISTAGEN THERAPEUTIC: Rosalind Advisors, 2 Others Report 4.8% Stake ------------------------------------------------------------------- In an amended Schedule 13D filed with the Securities and Exchange Commission, Rosalind Advisors, Inc., Steven Salamon, and Rosalind Master Fund L.P. reported beneficial ownership of 5,377,113 shares of common stock and 1,357,000 shares of common stock issuable upon conversion of 59,000 preferred stock of VistaGen Therapeutics, Inc. as of Dec. 31, 2020. The amount represents 4.8 percent based upon 138,543,190 shares of the Issuer's common stock outstanding as of Jan. 14, 2021 in accordance with 14-A filing. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1411685/000101905621000055/vistagen_13ga1.htm About VistaGen Headquartered in San Francisco, California, VistaGen Therapeutics -- http://www.vistagen.com-- is a clinical-stage biopharmaceutical company developing new generation medicines for CNS diseases and disorders where current treatments are inadequate, resulting in high unmet need. VistaGen's pipeline is focused on clinical-stage CNS drug candidates with a differentiated mechanism of action, an exceptional safety profile in all clinical studies to date, and therapeutic potential in multiple large and growing CNS markets. VistaGen reported a net loss attributable to common stockholders of $22.04 million for the fiscal year ended March 31, 2020, compared to a net loss attributable to common stockholders of $25.73 million for the fiscal year ended March 31, 2019. As of Sept. 30, 2020, Vistagen had $20.27 million in total assets, $16.05 million in total liabilities, and $4.22 million in total stockholders' equity. OUM & CO. LLP, in San Francisco, California, the Company's auditor since 2006, issued a "going concern" qualification in its report dated June 29, 2020, citing that the Company has not yet generated sustainable revenues, has suffered recurring losses and negative cash flows from operations and has a stockholders' deficit, all of which raise substantial doubt about its ability to continue as a going concern. WEINSTEIN CO: Court Approves $17 Million Fund for Abuse Victims --------------------------------------------------------------- Jonathan Randles of Wall Street Journal reports that bankruptcy judge has approved the $17 million fund for Harvey Weinstein's abuse victims. Women who have accused Mr. Weinstein of misconduct are expected to receive hundreds of thousands of dollars or more on average under the chapter 11 settlement. Women who have accused Harvey Weinstein of sexual misconduct will be compensated from a $17 million fund after a Delaware bankruptcy judge approved a plan to liquidate his former film studio. The women are expected on average to receive hundreds of thousands of dollars or more under the deal to liquidate Weinstein Co., which filed for bankruptcy in 2018 after numerous allegations of sexual abuse and harassment against Mr. Weinstein became public. Judge Mary Walrath of the U.S. Bankruptcy Court in Wilmington, Del., approved the settlement on Monday during a court hearing held via videoconference, saying the deal provides Mr. Weinstein's victims with a fair and private process for obtaining compensation without having to endure years of public and uncertain legal proceedings. Evidence presented during the chapter 11 case showed Mr. Weinstein abused women over several years, Judge Walrath said, adding that though the deal may provide closure for victims, compensation alone can't provide complete recompense for harm they have suffered. "I can only deal with the financial aspect of this," Judge Walrath said. The settlement, funded by insurance, is the culmination of years of negotiations and was revised last year after a New York federal judge rejected a related agreement. The deal approved by Judge Walrath gives women the option -- but doesn't require them -- to release Mr. Weinstein of potential civil litigation, and they would receive greater compensation if they choose to do so. Before considering whether to approve the bankruptcy plan, Judge Walrath said she wanted Mr. Weinstein's victims to decide whether they thought it was in their best interest. Lawyers said Monday that 37 women voted in favor of the plan compared with eight who voted against it. It was also backed by the New York attorney general's office, which sued Weinstein Co. before its bankruptcy. The settlement was opposed by four women, including Ali Canosa, a producer on the Netflix series "Marco Polo," and actress Wedil David, who took issue with provisions blocking them from continuing to pursue litigation against studio co-founder Bob Weinstein and other former company directors. The mechanism challenged by lawyers for Mses. Canosa and David are known as nonconsensual third-party releases and can be a controversial component of corporate bankruptcies. In general, such releases prevent creditors from continuing to pursue lawsuits against former board members, advisers or others with ties to a bankrupt company. Judge Walrath said the plan's support from most of the victims was a compelling reason to approve it. The judge said women who supported the plan expressed "very loudly they want closure." Moreover, Judge Walrath made note that other courts have mostly rejected litigation brought against Mr. Weinstein's former business associates—evidence she said indicated the blocked legal claims may be of little monetary value. Paul Zumbro, a lawyer representing Weinstein Co., and Debra Grassgreen, a lawyer representing a committee composed of both victims and the studio's business creditors, said a confluence of obstacles over insurance proceeds and chapter 11 rules for debt repayment effectively capped the size of the compensation fund. The settlement presented Monday represented the best deal possible under difficult circumstances, they said. A New York jury in February 2020 found Mr. Weinstein guilty of first-degree criminal sexual act and third-degree rape charges, resulting in a 23-year prison sentence. He faces criminal prosecution on similar allegations in Los Angeles. About The Weinstein Company The Weinstein Company (TWC) -- http://www.WeinsteinCo.com/-- is a multimedia production and distribution company launched in 2005 in New York by Bob and Harvey Weinstein, the brothers who founded Miramax Films in 1979. TWC also encompasses Dimension Films, the genre label founded in 1993 by Bob Weinstein. During Harvey and Bob's tenure at Miramax and TWC, they have received 341 Oscar nominations and won 81 Academy Awards. TWC dismissed Harvey Weinstein in October 2017, after dozens of women came forward to accuse him of sexual harassment, assault or rape. The Weinstein Company Holdings LLC and 54 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 18-10601) on March 19, 2018 after reaching a deal to sell all assets to Lantern Asset Management for $310 million. The Weinstein Company Holdings estimated $500 million to $1 billion in assets and $500 million to $1 billion in liabilities. The Hon. Mary F. Walrath is the case judge. Cravath, Swaine & Moore LLP is the Debtors' bankruptcy counsel, with the engagement led by Paul H. Zumbro, George E. Zobitz, and Karin A. DeMasi, in New York. Richards, Layton & Finger, P.A., is the local counsel, with the engagement headed by Mark D. Collins, Paul N. Heath, Zachary I. Shapiro, Brett M. Haywood, and David T. Queroli, in Wilmington, Delaware. The Debtors also tapped FTI Consulting, Inc., as restructuring advisor; Moelis & Company LLC as investment banker; and Epiq Bankruptcy Solutions, LLC as claims and noticing agent. The official committee of unsecured creditors retained Pachulski Stang Ziehl & Jones, LLP as its legal counsel, and Berkeley Research Group, LLC, as its financial advisor. WILLIAM F. FLOYD, JR: Trustee's $725K Sale of Supply Property OK'd ------------------------------------------------------------------ Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the Eastern District of North Carolina authorized the private sale by John C. Bircher III, Chapter 11 Trustee for the estate of William F. Floyd, Jr., of the real property located at 2546 John Avenue SW, in Supply, North Carolina, together with the furnishings located thereon, to Robert Fuller Walker and Sharon Kay Walker for $725,000, on the terms of their Offer to Purchase and Contract. The sale is free and clear of any purported liens. The Buyer's closing attorney is authorized to pay, from the gross sales proceeds of the subject property, to Brunswick County Revenue Department, the property taxes attributable to the Property, subject to any Purchaser's proration of the current year's taxes, pursuant to the Offer. The Buyer's closing attorney is also authorized to pay, from the gross sales proceeds of the subject property, to Lesley Holden Williams and Re/Max at the Beach/Holden Beach, a 6% realtor commission, subject to any Purchaser's proration at closing, if any. The remaining net sales proceeds will be disbursed to any secured creditor, should a lien be determined on the Property, pursuant to valid lien on proceeds of sale as their interests may appear without necessity of further orders of the Court. It is allowed, after proper application, the reasonable, necessary costs and expenses of preserving such Property to the extent of any benefit to the holder(s) of such claims. William F. Floyd, Jr. sought Chapter 11 protection (Bankr. E.D. N.C. Case No. 20-02904) on Aug. 24, 2020. The Debtor tapped Joseph Frost, Esq., at Buckmiller, Boyette & Frost, PLLC as counsel. WINSTEAD'S CO: May Use Citizen's Bank Collateral Thru March 1 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Kansas entered an amended final order authorizing Winstead's Company to use cash collateral and inventory through March 1, 2021, and provide adequate protection. The Debtor asserts a need exists for it to use cash collateral in order to continue its operations, acquire goods and services, and pay other necessary and ordinary business expenses. The Debtor says its inability to use cash collateral and inventory would immediately and irreparably harm the Debtor, the bankruptcy estate, and their creditors. The Debtor is indebted to Citizen's Bank & Trust Company pursuant to a business loan agreement and to U.S. Foods, which asserts security interests in and liens upon the Debtor's personal property including, without limitation, deposit accounts, inventory and accounts receivable. The Debtor is authorized to pay all regular and customary operational expenses when due, including insurance, United States Trustee's fees pursuant to 28 U.S.C. section 1930(a) and postpetition taxes. CBT will be notified of any failure or inability to do so. However, the Debtor will only pay expenses necessary to prevent irreparable injury to the Debtor's business and bankruptcy estate and will not pay insiders as that term is defined under 11 U.S.C. section 101(31) unless it is for reasonable and customary compensation for services performed. The Debtor is directed to notify and seek CBT's consent for any intended payment to a creditor or expense (except for payroll related expense) that exceeds, in the aggregate, $50,000 in a calendar month and to the extent that CBT will not give such consent, the Debtor may seek approval on shortened notice with the Court. The Small Business Administration is currently making payments to CBT for the Debtor's loans with CBT. The payments from the SBA will be considered the monthly adequate protection payment until further Court Order. However, if the SBA payments cease, then the Debtor will be required to make an adequate protection payment of $5,000 a month. Effective as of the Petition Date, each of the Creditors is granted replacement security interests in, and liens on, all post-Petition Date acquired property of the Debtor and the Debtor's bankruptcy estate that is the same type of property that the Interested Party holds a pre-petition interest, lien or security interest to the extent of the validity and priority the interests, liens, or security interests. The amount of each of the Replacement Liens will be up to the amount of any diminution of the Creditor's collateral positions from the Petition Date. The priority of the Replacement Liens will be in the same priority as the Creditors' pre-petition interests, liens and security interests in similar property. To the extent the Replacement Liens prove inadequate to protect Creditors from a demonstrated diminution in value of collateral positions from the Petition Date, the Creditors are granted an administrative expense claim under section 503(b) with priority in payment under section 507(b). The Debtor is also directed to maintain adequate and sufficient insurance on all its property and assets. A copy of the Final Order is available at https://bit.ly/36fsvCJ from PacerMonitor.com. About Winstead's Company Winstead's Company operates three Winstead's Restaurant located at (i)101 Emanuel Cleaver II Blvd., Kansas City, Mo.; (ii) 10711 Roe, Overland Park, Kansas; and (iii) 4971 W. 135th St., Leawood, Kansas. Winstead's Company filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Case No. 20-20288) on Feb. 24, 2020, listing under $1 million in both assets and liabilities. Judge Robert D. Berger oversees the case. Colin Gotham, Esq., at Evans & Mullinix, P.A., is the Debtor's legal counsel. Citizens Bank & Trust Company, as lender, is represented by: Eric L. Johnson, Esq. SPENCER FANE LLP 1000 Walnut, Suite 1400 Kansas City, MO 64106-2140 Telephone: 816-474-8100 Facsimile: 816-474-3216 E-mail: ejohnson@spencerfane.com [*] Ebba Gebisa Joins Latham & Watkins' Restructuring Practice -------------------------------------------------------------- Latham & Watkins LLP on Jan. 26 disclosed that Ebba Gebisa has joined the firm's Chicago office as a counsel in the Restructuring & Special Situations Practice within the Finance Department. Ms. Gebisa represents debtors, creditors, and other parties-in-interest across industries in all aspects of corporate restructuring and insolvency matters and related acquisitions and loan transactions. "Ebba is a skilled restructuring lawyer with excellent experience advising on complex and multijurisdictional matters across industries, and we are delighted to welcome her to the firm," said Cathy Birkeland, Managing Partner of Latham & Watkins' Chicago office. "She joins a vibrant team that delivers tremendous results for our clients." Ms. Gebisa is the latest addition to Latham's deep bench and growing global Restructuring & Special Situations Practice. In 2020, the firm welcomed partners Suzzanne Uhland and George Klidonas in New York, partner Alexandra Bigot in Paris, and counsel Anu Yerramalli in New York. George Davis, Global Chair of Latham's Restructuring & Special Situations Practice, said: "Ebba's arrival further demonstrates Latham's ongoing investment in our very active and market-leading restructuring practice. She is a terrific addition to the team, and our diverse client base of companies/sponsors, key creditor groups, and acquirers will be well-served by her wide-ranging experience on sophisticated matters." "I'm thrilled to join Latham's talented team that is well-known for steering large and cutting-edge matters for an exceptional roster of clients," said Ms. Gebisa. "The firm's global platform and top-tier practices provide an exciting opportunity, and I look forward to working with my colleagues to address our clients' most critical challenges." Ms. Gebisa joins Latham from Skadden, Arps, Slate, Meagher & Flom LLP. She received her JD from the University of Chicago Law School and BBA from the University of Wisconsin-Madison. About Latham & Watkins Latham & Watkins -- http://www.lw.com/-- delivers innovative solutions to complex legal and business challenges around the world. From a global platform, its lawyers advise clients on market-shaping transactions, high-stakes litigation and trials, and sophisticated regulatory matters. Latham is one of the world's largest providers of pro bono services, steadfastly supports initiatives designed to advance diversity within the firm and the legal profession, and is committed to exploring and promoting environmental sustainability. [*] Effects of Chapter 11 Bankruptcy on Hotel Franchisees --------------------------------------------------------- Beth Brownstein and David Mayo of Arent Fox wrote an article on JDSupra titled "Impacts of Chapter 11 Bankruptcy on Hotel Franchisees." Why Achieving Consensus is the Best Path to Preserving the Flag Hotel owners, operators, and franchisors battling the impact of COVID-19 may need to consider whether chapter 11 of the Bankruptcy Code can deliver a solution for managing these unprecedented circumstances and provide a viable path forward. The analysis requires an understanding of how hotel flags are treated in chapter 11 because preserving the flag is a key driver of value. The chapter 11 process affords numerous tools and protections to franchisees who seek relief under the Bankruptcy Code and to franchisors who may be forced to navigate its intricacies. It offers breathing-room and an organized process for right-sizing a franchisee's balance sheet and addressing burdensome debt and other claims. In that way, chapter 11 can benefit both the operator and its franchise. But in order to achieve a positive outcome, it is critical that a franchisee considering chapter 11 take every reasonable measure to ensure its franchisor is on board with its restructuring efforts and to avoid irreversible defaults. The hard work of collaboration and consensus is best done before any bankruptcy filing because, for all of its protections and tools, chapter 11 is not a cure-all; there are many acts that bankruptcy simply cannot reverse or undo. Chapter 11 cannot resurrect a terminated franchise agreement, nor does it enable a franchisee to cure a non-monetary default that is incapable of being corrected. Similarly, achieving consensus benefits franchisors who otherwise run the risk of an expensive, protracted process resulting in the loss of an operator. This article gives an overview of the chapter 11 process as it applies to franchise agreements, highlighting the various protections, tools, risks, and potential pitfalls for franchisees and franchisors alike, and addresses certain key questions along the way that will be of critical importance for any operator considering chapter 11 relief. Effect of the Bankruptcy Filing on the Franchise Agreement Was the franchise agreement terminated prior to chapter 11? The answer will dictate whether the franchisee's rights under the agreement are considered an asset of its bankruptcy estate. Immediately upon filing the bankruptcy petition, the debtor-franchisee's bankruptcy "estate" comes into being, which includes all of its legal and equitable interests in property as of the petition date. This includes a franchise agreement that has not been validly terminated prior to commencement of the case. Whether a franchise agreement has or has not been terminated prior to commencement of the bankruptcy typically depends on whether there is anything "left to be done" other than the mere passage of time. If there is a pulse, the contract will be alive and in existence. Mere delivery of a termination notice, on its own, may be insufficient. As long as contingencies remain (such as the opportunity to cure defaults), bankruptcy courts will typically find the franchise agreement to comprise an estate asset. See, e.g., In re RMH Franchise Holdings, Inc., 590 B.R. 655 (Bankr. D. Del. 2018). If the termination notice provides that termination will be effective on some future date without ties to any contingencies, then the agreement has likely been terminated even if the bankruptcy petition precedes the stated termination date. The key factor is whether anything other than the "mere passage of time" remains. See, e.g., Days Inn v. Gainesville P-H Props., Inc. (In re Gainesville P-H Props., Inc.), 77 B.R. 285 (Bankr. M.D. Fla. 1987); In re Diversified Washes of Vandalia, Inc., 147 B.R. 23 (Bankr. S.D. Ohio 1992). Can a franchisor terminate or modify a franchise agreement after commencement of chapter 11? The Bankruptcy Code provides a debtor franchisee with certain protections to preserve its rights under the franchise agreement. The first and threshold protection is that of the "automatic stay" of section 362 that prohibits the franchisor from initiating or continuing any act or proceeding to terminate the franchise agreement or take any other act that may affect the debtor-franchisee's rights without first obtaining bankruptcy court approval. Simply put, if the franchisor did not successfully terminate the franchise agreement pre-petition, it would not be able to do so after the bankruptcy filing without court permission to lift the automatic stay. Section 365 of the Bankruptcy Code - Assumption and Assignment The Bankruptcy Code provides a second critical protection for a franchisee debtor seeking to preserve the flag: the right to assume the franchise agreement as part of a reorganization or assume and then assign the franchise agreement to a potential purchaser or other third party in a going concern sale. Section 365 of the Bankruptcy Code prescribes the terms and conditions of such rights, including affording a debtor adequate time to make such a decision. If the franchisee can utilize section 365, it can capitalize on its most valuable asset. Though section 365 contains important rights for a debtor, it also prescribes powerful protections for a contract counterparty, such as a franchisor. For that reason, the tension between franchisee and franchisor in a chapter 11 bankruptcy primarily surrounds the debtor’s assumption or assignment of the franchise agreement. Requirements for a Debtor Franchisee Assume a Franchise Agreement How can a debtor franchisee assume its franchise agreement? To assume an executory contract, section 365(b)(1) of the Bankruptcy Code requires the debtor to cure any outstanding defaults under the contract, compensate the counterparty for any actual pecuniary loss resulting from such defaults, and provide "adequate assurance of future performance" under the contract. To cure the default, the threshold question is whether the existing defaults are monetary or non-monetary. A debtor's ability to cure a monetary default is straightforward. For example, if a debtor franchisee is delinquent on royalty payments, it must promptly pay outstanding royalties or demonstrate it will be able to do so in a timely manner to cure the default before assuming the agreement. Can a debtor franchisee cure a non-monetary default? Maybe; however, curing a non-monetary default is less straightforward. While a debtor-franchisee may be able to cure certain types of non-monetary defaults, such as a prior failure to make required renovations or other quality assurance measures, other non-monetary defaults may not be curable. For instance, if a debtor-franchisee breached the franchise agreement by "going dark" for a period of time prohibited by the franchise agreement, there is no conceivable path for the franchisee to later cure that default. From the franchisor's perspective, the damage has been done and a franchisor wishing to bar the debtor from assuming its agreement will have a strong argument that the debtor is prohibited from assuming the agreement given section 365(b)(1)'s cure requirements. It is therefore critical for owners and operators weighing chapter 11 to avoid actions that could prove irreversible in a chapter 11 case. And when defaults do occur, as they often do, it will be important to understand whether or not the default is curable because it will be exceedingly difficult to assume a franchise agreement over the franchisor's objection when a non-curable default has occurred. Does a debtor franchisee need to provide assurance it will perform in the future? Yes. To be assumed, section 365(b)(1) of the Bankruptcy Code also requires the debtor to show "adequate assurance of future performance" under the franchise agreement. The debtor-franchisee (or its assignee in a sale, as discussed further below) must show it will possess the wherewithal, financial or otherwise, to perform under the terms of the franchise agreement after the conclusion of the bankruptcy. A sufficient showing of "adequate assurance" will typically require concrete evidence, such as evidence of historical performance, new financing, and credible and detailed cash flow projections. General and unsupported assertions of an ability to perform will not be enough. See In re Memphis-Friday's Assoc., 88 B.R. 830 (Bankr. W.D. Tenn. 1988) (franchisee's "generalities," such as statements that there would be "more than sufficient funds to cure defaults," were insufficient adequate assurance). Requirements for a Debtor to Assign a Franchise Agreement to a Purchaser or Third Party When a debtor-franchisee seeks to sell its business as a going-concern, the assignment of a franchise agreement to the purchaser is governed by section 365(f)(2) of the Bankruptcy Code, which provides that a debtor may assign an executory contract if (a) the debtor has satisfied the conditions for assumption discussed above and (b) like with simple assumption, the proposed assignee demonstrates "adequate assurance of future performance." The assignment analysis under section 365(f) is therefore in many ways virtually identical to the assumption analysis under section 365(b) and the same considerations apply: defaults must be cured and the purchaser-assignee must demonstrate adequate assurance of future performance in the same manner as the debtor under section 365(b). What happens if the franchise agreement prohibits assignment? One of section 365's critical protections for debtors is 365(f)(1)'s over-ride of contractual anti-assignment clauses. That provision permits a debtor to assign an executory contract "notwithstanding a provision in an executory contract . . . that prohibits, restricts, or conditions the assignment of such contract[.]" Thus, the standard contractual protection requiring the franchisor’s consent to any assignment by the franchisee is unenforceable in bankruptcy. What if applicable law prohibits assignment? Fortunately for franchisors, section 365(f)(1)'s invalidation of anti-assignment provisions has a counter-balance in section 365(c), which recognizes any applicable law restricting assignment of a contract without the non-debtor counterparty's consent. Section 365(c) provides: The [debtor] may not assume or assign any executory contract or unexpired lease of the debtor, whether or not such contract or lease prohibits or restricts assignment of rights or delegation of duties, if— (1) (A) applicable law excuses a party, other than the debtor, to such contract or lease from accepting performance from or rendering performance to an entity other than the debtor or the debtor in possession, whether or not such contract or lease prohibits or restricts assignment of rights or delegation of duties; and (B) such party does not consent to such assumption or assignment[.] The most relevant "applicable law" for hospitality franchise agreements is trademark law as the key feature of any hospitality franchise agreement is a license to utilize the franchisor's trademarks or operate under the flag. Bankruptcy and non-bankruptcy courts alike routinely recognize what has been called "the universal rule" that trademark licenses are not assignable absent the licensor's consent. In re XMH Corp., 647 F.3d 690, 695 (7th Cir. 2011). In so holding, courts acknowledge a trademark's purpose, which "is to identify a good or service to the consumer, and identity implies consistency and a correlative duty to make sure that the good or service really is of consistent quality, i.e., really is the same good or service." Id. at 695. For that reason, the identity of the licensee is of crucial importance to the licensor. Numerous bankruptcy courts have applied this principle of trademark law in holding trademark licenses, including those contained in franchise agreements, may not be assigned under section 365 without the licensor's consent. See, e.g., In re Trump Entm't Resorts, Inc., 526 B.R. 116, 123–24 (Bankr. D. Del. 2015); In re Wellington Vision, Inc., 364 B.R. 129, 134 (S.D. Fla. 2007); In re N.C.P. Mktg. Grp., Inc., 337 B.R. 230, 236–37 (D. Nev. 2005), aff'd, 279 F. App’x 561 (9th Cir. 2008). Section 365(c)(1): Assumption When Assignment Prohibited Finally, an important potential hurdle under section 365(c)(1) for debtor-franchisees to bear in mind arises from its arguably ambiguous first clause – "[the debtor] may not assume or assign any executory contract" if applicable law allows the counterparty to withhold consent to assignment. The inclusion of the word "assume" in this provision, which otherwise deals only with assignment, has been a source of disagreement among courts. Reading this provision literally, as many courts do, prevents a debtor from assuming a contract if applicable law would prevent assignment without the counterparty's consent, even when the debtor has no intention of actually assigning the contract to a third-party. This interpretation is known as the "hypothetical test" because it asks whether the debtor would hypothetically be permitted to assign the contract over the counterparty's consent. If the answer under applicable law is "no," the debtor may not assume it either.[1] An alternative view -- and one many argue is more consistent with common sense and bankruptcy policy favoring restructuring -- is known as the "actual test." Under this test, the bankruptcy court asks whether the debtor actually intends to assign the contract. If the intent is only to assume the contract, but not assign it, the debtor will not be barred from assuming the contract.[2] Franchisees preparing to enter chapter 11 should be aware of the prevailing interpretation of section 365(c)(1) in the court where it intends to file. If multiple venues are available, it may be in the franchisee's best interest to select a court that is known to apply the "actual test" as the alternative "hypothetical test" will bar its assumption of a franchise agreement containing a trademark license even when there is no intent to assign the agreement through a sale. Open Communication and Building Consensus Will Minimize the Uncertainty and Maximize Value There are benefits to filing chapter 11 and obtaining breathing room to restructure burdensome debt and deal with unfavorable litigation claims. However, as this overview suggests, a non-consensual chapter 11 presents the franchisee and its franchisor with risks, unpredictable outcomes, and, not least, substantial cost, including the costs of litigation before a bankruptcy court. Negotiation and consensus-building prior to chapter 11 can avoid those uncertainties. The parties cannot lose sight of their mutual interest in maximizing the value of the flag and the estate. Franchisees must communicate with their franchisors about their challenges and discuss the chapter 11 strategy before and during the case. The parties may be able to agree on the status of the franchise agreement, its assumability and assignability and the go-forward obligations necessary to ensure performance. When franchisor and franchisee enter bankruptcy hand-in-hand, the chapter 11 process will be a useful tool for preserving the flag and enabling a healthy go-forward hotel operation. [1] The "hypothetical test" has been adopted by the Courts of Appeal for the Third Circuit (Delaware, New Jersey, Pennsylvania), Fourth Circuit (Virginia, Maryland, West Virginia, North Carolina, South Carolina), Ninth Circuit (California, Washington, Oregon, Nevada, Arizona, Idaho, Montana, Alaska, Hawaii), and Eleventh Circuit (Florida, Georgia, Alabama). [2] The "actual test" has been adopted by the Court of Appeal for the First Circuit (Massachusetts, Maine, New Hampshire, Puerto Rico, Rhode Island) and is utilized by many bankruptcy courts in circuits where the court of appeal has not decided the issue. ********* 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. 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