/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210129.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 29, 2021, Vol. 25, No. 28 Headlines A & J CONSTRUCTION: First Nat'l Bank Says Disclosures Insufficient ACER THERAPEUTICS: Signs Option Agreement With Relief Therapeutics ADAMIS PHARMACEUTICALS: Signs LOI to Sell US Compounding Business AIKIDO PHARMA: Regains Compliance With NASDAQ Listing Requirements AKOUSTIS TECHNOLOGIES: To Redeem $15 Million Senior Notes Due 2023 ALAN M. BLACK: Girod REO LLC Buying Slidell Lot 51-A-1 for $45K ALCOA CORPORATION: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ALL IN JETS: Apex Withdraws Objection to Sale of All Assets ALL IN JETS: Caliber Jet and Raciborski Objects to All Assets Sale ALTRA MORTGAGE: Feb. 18 Hearing on Sale of Assets to PRH for $10K ANDREW C. WALKER: $449K Sale of Madison Property to Myles Approved ANDREW C. WALKER: Order Approving Madison Property Sale Modified APPLIANCESMART INC: March 2 Hearing on Disclosure Statement ARCHDIOCESE OF NEW ORLEANS: March 1 Deadline for File Abuse Claims AULT GLOBAL: Launches $50M "At The Market" Common Stock Offering AVID BIOSERVICES: Eastern Capital, 2 Others Hold Less Than 1% Stake AVINGER INC: Regains Compliance with Nasdaq Bid Price Requirement AYRO INC: Signs $20M Purchase Deal with Two Investors AYTU BIOSCIENCE: Signs Deal With Avrio to License IP B-LINE CARRIERS: Sets Procedures for Online Auction of Equipment BBGI US: Says It Has Funds for Administrative & Unsecured Claims BC HOSPITALITY: Hires 'Ordinary Course' Professionals BELK INC: Targets 24-Hour Bankruptcy With Lenders on Board BIG RIVER STEEL: S&P Cuts ICR to 'B-' on US Steel Acquisition BIOSTAGE INC: Appoints Herman Sanchez as Director BL RESTAURANTS: UE Paramus Buying Liquor License for $1.25 Million CANTWELL WOODWORKING: Industrial Buying Holmes Assets for $101K CENTRO GROUP: Liquidating Trustee Taps KapilaMukamal as Accountant CHRISTOPHER & BANKS: ALCC Buying All Assets, Subject to Overbid CHS/COMMUNITY HEALTH: S&P Rates New Senior Secured Notes 'B-' CICI'S HOLDINGS: Gets Court OK to Tap Part of $9M Bankruptcy Loan COMMUNITY HEALTH: Unit Prices $1.095B Senior Secured Notes Due 2031 CONCHO RESOURCES: Egan-Jones Withdraws BB- Senior Unsecured Ratings CP VI BELLA: S&P Alters Outlook to Stable, Affirms 'B' ICR CUKER INTERACTIVE: Denial of Bid to Compel Arbitration Affirmed DELTA AIR: Egan-Jones Lowers Senior Unsecured Ratings to B DIAMOND SPORTS: S&P Lowers ICR to 'CCC+'; Outlook Negative DIFFUSION PHARMACEUTICALS: Regains Compliance with Nasdaq Rule DITECH HOLDING: Court Expunges Donahue Contested Claims EARTH ENERGY: Trustee Seeks to Hire Financial Advisor, Appoint CRO EVERGREEN MORTGAGE: Seeks to Hire DeBeaubien Simmons as Counsel FERRELLGAS PARTNERS: Hires Prime Clerk as Administrative Advisor FERRELLGAS PARTNERS: Hires RK Consultants as Financial Advisor FERRELLGAS PARTNERS: Hires Squire Patton as Bankruptcy Counsel FERRELLGAS PARTNERS: Seeks to Hire Chipman Brown as Counsel FESTIVE WORKS: Sets Bid Procedures for $3.5-Mil. Sale of All Assets FF FUND: Says It's Amending Disclosures to Address Objections FINCO I LLC: S&P Alters Outlook to Stable, Affirms 'BB' ICR FLUID END: Court Confirms Subchapter V Plan FOUNDATION BUILDING: S&P Assigns 'B' ICR; Outlook Negative FREEMAN HOLDINGS: Court Extends Plan Exclusivity Thru March 15 FREEMAN MOBILE: Unsecured Creditors to Get Minimal Payouts in Plan HAWAIIAN HOLDINGS: Expects About 50% Drop in First Quarter Capacity HAWAIIAN HOLDINGS: Moody's Affirms B1 CFR, Outlook Negative HERTZ CORP: Seeks $12 Million New Round of Executive Bonuses HIGHLAND CAPITAL: Plan Confirmation Hearing Continued to Feb. 2 HILLMAN COMPANIES: Fitch Puts 'CCC+' IDR on Watch Positive HILLMAN COS: S&P Places 'B-' ICR on Watch Positive on SPAC Merger HOME SWEET HOME: Seeks to Hire Weiss Law Group as Legal Counsel HORIZON THERAPEUTICS: S&P Upgrades ICR to 'BB'; Outlook Stable HUDBAY MINERALS: S&P Alters Outlook to Stable, Affirms 'B' ICR I-LOGIC TECHNOLOGIES: Credit Re-Launch No Impact on Moody's B2 CFR IDERA INC: S&P Rates New First-Lien Debt 'B-' on Recapitalization IMAGINE GROUP: S&P Downgrades ICR to 'D' on Completed Debt Recap IN-SHAPE HOLDINGS: Auction of All Assets Set for Feb. 16 INPIXON: Prices $30 Million Registered Direct Offering INTELSAT SA: Seeks to Hire McDermott Will as Legal Counsel INTERMEDIATE DUTCH: S&P Assigns 'B' ICR, Outlook Stable JG FASHION: Files for Chapter 7 Bankruptcy KB US HOLDINGS: Acme Markets Inc. Buying FF&E for $400K Cash KENNEDY-WILSON INC: S&P Rates New Unsecured Notes 'BB' KESTRA ADVISOR: Moody's Affirms B3 CFR on Strong Revenue L'OCCITANE INC: Court Approves Initial Steps in Chapter 11 L'OCCITANE INC: Parent's Shares Rise After Guidance, U.S. Filings LAKES EDGE: Hearing on Trustee's Sale of All Assets Set for Feb. 18 LAKES EDGE: Trustee Selling All Assets to Rabun for $7.5 Million LATAM AIRLINES: Plan Filing Exclusivity Extended to June 30 LATHAM POOL: Moody's Affirms B2 CFR on Continued Consumer Demand LATHAM POOL: S&P Alters Outlook to Stable, Affirms 'B' ICR LEWIS E. WILKERSON, JR.: $191K Sale of Kayeville Property Approved LIBERTY MUTUAL: S&P Rates $800MM Junior Subordinated Notes 'BB+' LIQUIDNET HOLDINGS: Moody's Puts Ba3 CFR on Review Amid TP Deal LOS ANGELES SCHOOL: Court Enters Plan Confirmation Order LRGHEALTHCARE: Plan Exclusivity Period Extended Until May 17 MAPLE LEAF: Gets OK to Hire International Machinery as Appraiser MAPLE LEAF: Gets OK to Hire Peters & Peters as Accountant MAPLE LEAF: Gets OK to Hire WPower LLC as Consultant MARRIOTT VACATIONS: S&P Puts BB- ICR on Watch Negative on Welk Deal MARTIN CONSTRUCTION: Wants Plan Exclusivity Extended Thru April 22 MELVIN CAPITAL: Hedge Fund Says It's Not Going Bankrupt METS LLC: Seeks Approval to Hire Weiss Law Group as Legal Counsel MIDTOWN CAMPUS: Seeks May 3 Plan Exclusivity Extension MILLER BRANGUS: Seeks to Hire Dunham Hildebrand as Counsel MOUNTAIN PROVINCE: Closes Sale of US$21.8 Million Worth of Diamond MUSCLEPHARM CORP: Appoints Michael Heller as Director MW HORTICULTURE: Beverly Buying Jeep Wrangler Unlimited for $23K MYOMO INC: Signs Deal to Form Joint Venture with Beijing Ryzur NAVITAS MIDSTREAM: S&P Raises Long-Term ICR to 'B'; Outlook Stable NEOPHARMA INC: Seeks to Hire Hunter Smith as Legal Counsel NETFLIX INC: S&P Upgrades ICR to 'BB+'; Outlook Positive NEW YORK HOSPITALITY: Selling All Assets to Dave for $3.8 Million NEWASURION CORP: S&P Rates New $1.25BB Term Loan 'B+' O.P. INVESTMENT: Case Summary & 5 Unsecured Creditors ODYSSEY ENGINES: May Use Cash Collateral Thru Feb. 18 OPTIMIZED LEASING: SF Says It's Negotiating Changes to Plan Docs. OUTCOMES GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR PAPPY'S TRUCKS: Feb. 11 Ritchie Auction of 16 Vehicles Approved PAREXEL INTERNATIONAL: S&P Rates New $300MM Revolver Loan 'B-' PENINSULA PACIFIC: S&P Affirms 'CCC+' Senior Unsecured Notes Rating PERMIAN HOLDCO: Court Confirms Plan of Liquidation PETROCHOICE HOLDINGS: S&P Lowers ICR to 'CCC+' PHIO PHARMACEUTICALS: Grosses $14 Million From Securities Offering PLAQUEMINE BAYOU: Wins April 6 Plan Exclusivity Extension PNW HEALTHCARE: Wins Cash Collateral Access Thru Feb. 20 PROFESSIONAL FINANCIAL: Taps Steven Kesten as Special Counsel PULMATRIX INC: Registers 4.4M Shares Under Amended Incentive Plan PURDUE PHARMA: Talks Demanding More Cash From Sacklers Stall RACKSPACE TECHNOLOGY: S&P Rates New Senior Secured Term Loan 'B+' RENOVATE AMERICA: Gets Court's Green Light for Chapter 11 Loan RIVERBED PARENT: S&P Upgrades ICR to 'CCC+', Outlook Negative RM BAKERY: Asks Court to Extend Plan Exclusivity Until May 11 ROCHESTER DRUG: Qualified To Be Class Representative, Court Says ROCKET SOFTWARE: S&P Upgrades ICR to 'B', Outlook Stable ROYAL COACHMAN: Sale of Mobile Home Park to Northwest Approved RSG INDUSTRIES: Unsecured Creditors to Recover 2% in Plan SABLE PERMIAN: Wants Plan Exclusivity Extended Until April 22 SMITHFIELD FOODS: S&P Raises SACP to 'bb+'; Outlook Stable SPHERATURE INVESTMENTS: Sets Bidding Procedures for All Assets STAPLES INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg. STEWART STREET: Wins Cash Collateral Access Thru June 30 SUITABLE TECHNOLOGIES: Seeks April 21 Plan Exclusivity Extension TASEKO MINES: S&P Upgrades ICR to 'B-' on Proposed Refinancing TERRIER MEDIA: S&P Rates New $2.159BB Senior Secured Term Loan 'B+' TERRY MCDONOUGH: Hearing on Daytona Beach Property Sale on Feb. 10 TIMBER PHARMACEUTICALS: Appoints Alan Mendelsohn as CMO TRC FARMS: Selling Dover Property to Hurley and Peters for $81.5K TRICORBRAUN HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable TUMBLEWEED TINY HOUSE: Wins March 16 Solicitation Exclusivity UNITI GROUP: BlackRock Has 14.2% Stake as of December 31 US FOODS: S&P Rates New $600MM Senior Unsecured Notes 'B+' VIZIV TECHNOLOGIES: Seeks to Extend Plan Exclusivity Thru May 9 VRAI TABERNACLE: US Trustee Objects to Plan & Disclosures WADSWORTH ESTATES: Seeks Approval to Hire Henderson as Auctioneer WALL010 LLC: To Pay Unsecureds in Full With 2% Interest in Plan WASTE PRO: S&P Downgrades ICR to 'B-' on Liquidity Concerns WIRTA HOTELS: To Seek Confirmation of 100% Plan on March 24 WVSV HOLDINGS: 8minute Solar Buying Maricopa County Property ZOHAR III: Gets Court OK to Seek $2.6 Mil. From Other Tilton Firms ZOOMINFO LLC: Moody's Hikes CFR to B1 & Rates 2029 Notes 'B3' ZOOMINFO TECHNOLOGIES: S&P Affirms 'B+ ICR; Outlook Stable [*] 5th Cir. to Weigh Make-Whole Premiums Enforceability in Ch. 11 [*] B. Riley Named Atlas' Turnaround Consulting Firm of the Year [*] John Castellano Named American College of Bankruptcy Fellow [^] BOOK REVIEW: Macy's for Sale ********* A & J CONSTRUCTION: First Nat'l Bank Says Disclosures Insufficient ------------------------------------------------------------------ A & J Construction Management, LLC, filed a Plan and a Disclosure Statement on Dec. 24, 2020. First National Bank of Fort Smith on Jan. 25, 2021, filed an objection to the adequacy of the Disclosure Statement for these reasons: (a) The Debtor has a limited period of time to apply for forgiveness of the PPP loan it obtained prior to filing of its bankruptcy petition. To date, First National Bank of Fort Smith has not received any application for forgiveness from the Debtor. This loan is only briefly addressed in the Disclosure Statement with the Debtor stating that a forgiveness application would be filed "soon" and expressing concern that the loan would not be forgiven. (b) The Debtor has not provided any information about the use of loan proceeds or any information about why the loan may not be forgiven. (c) The Debtor has not included any specific date by which an application for forgiveness will be submitted to the Small Business Administration in order for it to determine whether or not the loan will be forgiven. Failure to make a timely application or provide the documentation requested may in and of itself disqualify the loan for forgiveness. Attorneys for First National Bank of Fort Smith: REBECCA D. HATTABAUGH LEDBETTER, COGBILL, ARNOLD & HARRISON, LLP P.O. BOX 185 FORT SMITH, AR 72902-0185 Tel: (479) 782-7294 E-mail: rhattabaugh@lcahlaw.com About A & J Construction Management A & J Construction Management, LLC, is a privately held company in the industrial building construction industry. It is based in Springdale, Ark. A & J Construction sought Chapter 11 protection (Bankr. W.D. Ark. Case No. 20-71501) on June 29, 2020. The petition was signed by Jeffrey Mann, Debtor's managing member. At the time of the filing, the Debtor disclosed total assets of $2,785,493 and total liabilities of $1,700,539. The Nixon Law Firm is the Debtor's legal counsel. ACER THERAPEUTICS: Signs Option Agreement With Relief Therapeutics ------------------------------------------------------------------ Acer Therapeutics Inc. and Relief Therapeutics Holding AG, a biopharmaceutical company with its lead compound RLF-100TM (aviptadil) in advanced clinical development to treat severe COVID-19 patients, have signed an option agreement providing exclusivity for the right to negotiate a potential collaboration and license agreement for worldwide development and commercialization for ACER-001. ACER-001 (sodium phenylbutyrate) powder is a taste-masked, immediate release proprietary formulation in development for the treatment of urea cycle disorders (UCDs) and Maple Syrup Urine Disease (MSUD). Under the terms of the Option Agreement, Acer will receive from Relief a $1 million non-refundable payment in return for exclusivity until June 30, 2021 to negotiate and enter into a definitive collaboration and license agreement between Acer and Relief for the development of ACER-001. Further, in connection with entering into the Option Agreement, Relief will make a $4.0 million loan to Acer. The loan, which will be secured by a lien on all of Acer's assets, will bear interest at the rate of 6% per annum and will be due in one year. Under the terms of the proposed collaboration and license agreement, the key terms of which are set forth in the Option Agreement, if a definitive agreement is executed pursuant to these terms and closed by June 30, 2021, Acer will receive $15 million in cash (net $10 million, inclusive of the $1 million payment and offset by a repayment of the $4 million loan from Relief). In addition, Relief will agree to pay up to $20 million in U.S. development and commercial launch costs for the UCDs and MSUD indications. Further, Acer will retain development and commercialization rights in the U.S., Canada, Brazil, Turkey and Japan. The companies will split net profits from Acer's territories 60:40 in favor of Relief. Relief will also license the rights for the rest of the world, where Acer will receive from Relief a 15% net sales royalty on all revenues received in Relief's territories. Acer could also receive a total of $6 million in milestones based on the first European (EU) marketing approvals for UCDs and MSUD. There can be no assurance, however, that a definitive agreement will be successfully negotiated and executed between the parties on these terms, on other mutually acceptable terms, or at all. Except for the $1.0 million upfront payment to Acer and the $4.0 million one-year secured loan from Relief to Acer, the remaining proposed terms of the collaboration are not binding and are subject to change as a result of further diligence by Relief and negotiation of a definitive collaboration and license agreement between the parties. Jack Weinstein, Relief's CFO and treasurer said, "We are excited about the opportunity to work with the Acer team to potentially develop and commercialize ACER-001 worldwide. This partnership is Relief's first initiative to build a pipeline of drugs beyond RLF-100. While our core focus remains squarely on the rapid advancement of RLF-100 for treatment of respiratory conditions, primarily acute respiratory distress syndrome (ARDS) due to COVID-19 infection, we are committed to establishing a diversified marketed product portfolio. ACER-001's stage of maturity fits perfectly within our strategic plan." Chris Schelling, Acer's CEO and Founder, said, "I believe Relief shares the same values and vision that Acer has in supporting the rare disease community. This potential collaboration could provide important resources and additional expertise to help bring ACER-001 to patients worldwide suffering from debilitating diseases like UCDs and MSUD. We very much look forward to the possibility of working with the Relief team." Acer Therapeutics Acer -- http://www.acertx.com-- is a pharmaceutical company focused on the acquisition, development and commercialization of therapies for serious rare and life-threatening diseases with significant unmet medical needs. Acer's pipeline includes four clinical-stage candidates: emetine hydrochloride for the treatment of patients with COVID-19; EDSIVO (celiprolol) for the treatment of vascular Ehlers-Danlos syndrome (vEDS) in patients with a confirmed type III collagen (COL3A1) mutation; ACER-001 (a taste-masked, immediate release formulation of sodium phenylbutyrate) for the treatment of various inborn errors of metabolism, including urea cycle disorders (UCDs) and Maple Syrup Urine Disease (MSUD); and osanetant for the treatment of induced Vasomotor Symptoms (iVMS) where Hormone Replacement Therapy (HRT) is likely contraindicated. Each of Acer's product candidates is believed to present a comparatively de-risked profile, having one or more of a favorable safety profile, clinical proof-of-concept data, mechanistic differentiation and/or accelerated paths for development through specific programs and procedures established by the FDA. Acer reported a net loss of $29.42 million for the year ended Dec. 31, 2019, compared to a net loss of $21.28 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.37 million in total assets, $4.86 million in total liabilities, and $10.50 million in total stockholders' equity. BDO USA, LLP, in Boston, Massachusetts, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 18, 2020, citing that the Company has recurring losses and negative cash flows from operations that raise substantial doubt about the Company's ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Signs LOI to Sell US Compounding Business ----------------------------------------------------------------- Adamis Pharmaceuticals Corporation has entered into a non-binding letter of intent with a potential buyer for sale of substantially all of the assets of its US Compounding Inc. (USC) subsidiary. Under the terms described in the letter of intent, the buyer would agree to acquire substantially all of the assets of US Compounding in exchange for a total gross consideration that could range from approximately $10-20 million, before transaction fees and expenses and other potential post-closing adjustments. If a transaction is negotiated, reflected in definitive agreements entered into by the parties, and completed, the proposed purchase price consideration includes a combination of a cash payment at the closing of the transaction, a promissory note representing portion of the purchase price payable at a future date, and potential future performance-based milestone payments over a period of years. The amount and structure of consideration could change as a result of subsequent negotiations, due diligence or other factors. Any definitive agreement would be subject to approval by the respective parties, including approval by the board of directors of Adamis, and would likely include a number of customary provisions, including without limitation representations and warranties of Adamis and USC, restrictive covenants and indemnification provisions. The closing of a transaction would be contingent on the satisfaction of closing conditions which might include, among other things: (i) the receipt of required governmental, regulatory, and third-party consents and approvals, (ii) buyer obtaining required licenses, permits, registrations, or other approvals from the necessary state boards of pharmacy and other state and federal governmental authorities, and (iii) other customary closing conditions. The letter of intent is non-binding other than with respect to certain customary confidentiality and exclusivity provisions. There can be no assurances that the parties will negotiate and enter into definitive transaction agreements, the final terms that might be included in any definitive agreements, whether a transaction will be completed, or concerning the timing of closing of any such transaction. About Adamis Pharmaceuticals Adamis Pharmaceuticals Corporation -- http://www.adamispharmaceuticals.com-- is a specialty biopharmaceutical company primarily focused on developing and commercializing products in various therapeutic areas, including respiratory disease, allergy and opioid overdose. The company's SYMJEPI (epinephrine) Injection 0.3mg and SYMJEPI (epinephrine) Injection 0.15mg products were approved by the FDA for use in the emergency treatment of acute allergic reactions, including anaphylaxis. Adamis reported a net loss of $29.31 million for the year ended Dec. 31, 2019, compared to a net loss of $39 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $43.91 million in total assets, $16.52 million in total liabilities, and $27.39 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2007, issued a "going concern" qualification in its report dated March 30, 2020 citing that the Company has incurred recurring losses from operations and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AIKIDO PHARMA: Regains Compliance With NASDAQ Listing Requirements ------------------------------------------------------------------ AIkido Pharma Inc. received a letter from the Listing Qualifications Department of The NASDAQ Stock Market on Jan. 22, 2021, indicating that it has regained compliance with the $1.00 minimum bid price requirement for continued listing on The NASDAQ Capital Market under Listing Rule 5550(a)(2). The Company regained compliance with the NASDAQ's requirements when the closing bid price for the Company's common stock was at or above $1.00 for 10 consecutive business days and the matter is now closed. "We are fully committed to maintaining our Nasdaq listing and value the opportunity to reach a large and diverse community of investors as we continue our efforts to deploy our artificial intelligences technologies for the development of effective pharmaceutical solutions," commented Mr. Anthony Hayes, CEO of AIkido. About Aikido Pharma Headquartered in New York, NY, Aikido Pharma Inc. fka Spherix Incorporated -- http://www.spherix.com-- was initially formed in 1967 and is currently a biotechnology company seeking to develop small-molecule anti-cancer therapeutics. The Company's activities generally include the acquisition and development of technology through internal or external research and development. In addition, the Company seeks to acquire existing rights to intellectual property through the acquisition of already issued patents and pending patent applications, both in the United States and abroad. The Company may alone, or in conjunction with others, develop products and processes associated with technology development. Recently, the Company has invested in and helped develop technology with Hoth Therapeutics, Inc., DatChat, Inc. and with its recent asset acquisition with CBM BioPharma, Inc. in December 2019. Spherix reported a net loss of $4.18 million for the year ended Dec. 31, 2019, compared to net income of $1.73 million for the year ended Dec. 31, 2018. As of June 30, 2020, the Company had $32.46 million in total assets, $969,000 in total liabilities, and $31.49 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2013, issued a "going concern" qualification in its report dated Jan. 31, 2020, citing that Company has historically incurred losses from operations and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AKOUSTIS TECHNOLOGIES: To Redeem $15 Million Senior Notes Due 2023 ------------------------------------------------------------------ Akoustis Technologies, Inc. provided a notice of redemption to the holders of the Company's outstanding $15,000,000 aggregate principal amount of 6.5% Convertible Senior Secured Notes due 2023 (CUSIP No: 00973N AA0) regarding the Company's exercise of its option to redeem all Notes on March 1, 2021, unless converted, pursuant to the indenture governing the Notes. The Company will pay holders of the Notes that are redeemed a redemption price equal to 100% of the aggregate principal amount of Notes being redeemed, plus accrued and unpaid interest. Alternatively, holders of the Notes may elect to convert the Notes into shares of common stock of the Company at a conversion rate equal to 200 shares of common stock per $1,000 principal amount of Notes (equivalent to a conversion price of $5.00 per share), as well as an interest make-whole payment with respect to those Notes that are converted. This conversion right will terminate at the close of business on Feb. 26, 2021. About Akoustis Technologies Headquartered in Huntersville, NC, Akoustis is focused on developing, designing, and manufacturing innovative RF filter products for the mobile wireless device industry, including for products such as smartphones and tablets, cellular infrastructure equipment, and WiFi premise equipment. Akoustis reported a net loss of $36.14 million for the year ended June 30, 2020, compared to a net loss of $29.25 million for the year ended June 30, 2019. As of Sept. 30, 2020, the Company had $64.35 million in total assets, $29.16 million in total liabilities, and $35.18 million in total stockholders' equity. ALAN M. BLACK: Girod REO LLC Buying Slidell Lot 51-A-1 for $45K --------------------------------------------------------------- Alan M. Black and Deni T. Black ask the U.S. Bankruptcy Court for the Eastern District of Louisiana to authorize the sale of their property described as Lot 51-A-1, 158 Blue Crane Drive, in Slidell, Louisiana, to Girod REO, LLC in exchange for a reduction of their indebtedness to Girod in the amount of $45,000. The Debtors' bankruptcy filing was precipitated by a foreclosure action filed by Girod against their residential property. Mr. Black is an attorney, whose office is located at 893 Brownswitch Road, Suite 101, in Slidell, Louisiana 70458. Girod acquired the loans at issue from the Federal Deposit Insurance Corp. after First NBC Bank's failure. Mr. Black had used the FNBC loans primarily for his law practice, and FNBC included the Blacks' residential property as additional collateral to secure the business loans. The Debtors filed the case to restructure the obligations secured by their residence. The residential property consists of three parcels of land, referred to as Lot 51-A-1, Lot 51-B-2 and Lot 51-C-1, Blue Crane Point, St. Tammany, Louisiana. Pursuant to the Motion, the Debtors ask authority to transfer Lot 51-A-1 in exchange for a partial reduction of their obligations to Girod in the amount of $45,000, pursuant to that certain Partial Dation En Paiement. The transfer to Girod pursuant to the Partial Dation En Paiement: (a) will be "as is" without any warranty whatsoever except for ownership and as stated in Exhibit A; (b) Girod will be responsible for payment of taxes for the year 2020 and future years; (c) Girod will be responsible for the cost of recording the signed Partial Dation En Paiement, and will be responsible for any title insurance premium or other closing costs that it may incur. The Lot 51-A-1 was the subject of an appraisal dated Sept. 25, 2020, performed by Murphy Appraisal Services of Covington, Louisiana, that concluded to market value of $45,000 for Lot 51-A-1. The tax assessor for the Parish of St. Tammany recently set the assessed value at $206. The Debtors' counsel is aware of the following liens and encumbrances affecting the Lot 51-A-1, which are listed in order of date of recordation: That certain Multiple Indebtedness Mortgage granted by Alan Black and Deni Talley Black in favor of Central Progressive Bank, dated April 17, 2008 and recorded May 30, 2008 as Mortgage Instrument Number 1683631; as modified by that certain Modification of Mortgage recorded Aug. 2, 2016 as Mortgage Instrument Number 2032345; as reinscribed by that certain Notice of Reinscription filed April 6, 2018 and recorded as Mortgage Instrument Number 2105071; as assigned to Girod LoanCo, LLC by that certain "Assignment of Mortgage" from the FDIC as Receiver for FNBC to Girod LoanCo, LLC, which was filed in the Mortgage Records for St. Tammany Parish on Jan. 31, 2018, and bears Mortgage Instrument Number 2096395; as further assigned to Girod Titling Trust that certain "Assignment of Mortgage" which was filed in the Mortgage Records for St. Tammany Parish on March 9, 2018, and bears Mortgage Instrument Number 2101237; as further assigned to Girod REO, LLC by that certain "Assignment of Mortgage" filed in the Mortgage Records for St. Tammany Parish on July 23, 2020, and bears Mortgage Instrument Number 2216466. Lot 51-A-1 is not necessary for continued operations or an effective reorganization and proceeds from sale will reduce ongoing debt service obligations. The Debtors propose to sell Lot 51-A-1 free and clear of liens, claims and interests. There will be no sale proceeds, as the transfer by the Debtors is made in exchange for a reduction of their indebtedness to Girod in the amount of $45,000. The parties intend to close the sale as soon as possible. Consequently, the Debtors ask that the 14-day stay to effectiveness of the Order be waived to the fullest extent authorized by the Bankruptcy Rules, including, but not limited to, Bankruptcy Rule 6004(h). Alan M. Black and Deni T. Black sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-11249) on July 14, 2020. The Debtors tapped Leo Congeni, Esq., as counsel. ALCOA CORPORATION: Egan-Jones Hikes Senior Unsecured Ratings to BB+ ------------------------------------------------------------------- Egan-Jones Ratings Company, on January 22, 2021, upgraded the foreign currency and local currency senior unsecured ratings on debt issued by Alcoa Corporation to BB+ from BB. Headquartered in Pittsburgh, Pennsylvania, Alcoa Corporation manufactures metal products. ALL IN JETS: Apex Withdraws Objection to Sale of All Assets ----------------------------------------------------------- Apex Executive Jet Center, Inc., asks the U.S. Bankruptcy Court for the Southern District of New York to withdraw (a) its request to grant the Subchapter V Trustee of All In Jets, LLC, doing business as Jet Ready, expanded powers and authorizing him to perform his duties; and (b) its objection to the Debtor's (i) proposed private sale of substantially all assets for $600,000, subject to higher and better offers, and (ii) Chapter 11 Subchapter V Plan of Reorganization. Counsel for Apex Executive Jet Center: Stephen B. Selbst, Esq. George V. Utlik, Esq. Rachel H. Ginzburg, Esq. HERRICK, FEINSTEIN LLP 2 Park Avenue New York, NY 10016 Telephone: (212) 592-1400 Facsimile: (212) 545-1656 E-mail: sselbst@herrick.com gutlik@herrick.com rginzburg@herrick.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. ALL IN JETS: Caliber Jet and Raciborski Objects to All Assets Sale ------------------------------------------------------------------ Caliber Jet Charter, LLC and Nathan Raciborski filed with the U.S. Bankruptcy Court for the Southern District of New York their joinder in the objection of Apex Executive Jet Center, Inc. to the proposed private sale by All In Jets, LLC, doing business as Jet Ready, of substantially all assets outside the ordinary course of business, for $600,000, subject to higher and better offers. As the Court is aware, Caliber Jet and Raciborski have taken the position that the asset the Debtor proposes to sell, the Part 135 certificate issued by the Federal Aviation Administration, as well as the Standard Operating Procedures, manuals, and protocols staff that are attendant to the Part 135 Certificate, utilized prior to its bankruptcy filing, was improperly transferred to the Debtor by its founder, and former business partner of Raciborski, James DePalma. It stands to reason that, until a determination has been made as to the true owner of the Part 135 Certificate, no sale should occur. Moreover, Caliber Jet and Raciborski represent that it cannot go unnoticed that the manner in which the present bankruptcy case was filed, pursuant to subchapter V of Chapter 11 of the Bankruptcy Code, was improper to begin with. Subchapter V is currently available to debtors that have existing debt of not more than $7.5 million. An analysis of the Debtor's claim register, even without regard to the claim filed by Caliber Jet in the amount of $10 million, shows pre-petition debt in the amount of $10,290,033. In sum, even excluding the claim of Caliber Jet, as it may be considered contingent and unliquidated, the Debtor has greatly exceeded the debt limit of $7.5 million under the CARES Act effective March 27, 2020, by $2,790,033 and the case should be converted to a conventional case under Chapter 11 of the Bankruptcy Code. It is clear that the Debtor filed the Bankruptcy Case in bad faith with the intent of avoiding the protections afforded creditors under a conventional chapter 11 case with the expectation that it could quickly sell of the Part 135 Certificate and avoid scrutiny of the millions of dollars of insider transactions between Seth Bernstein and his numerous affiliated businesses. Despite representations by the Debtor's counsel to the Court during the initial conference that the Statement of Financial Affairs would be amended to reflect the litigation pending in which ownership of the Part 135 Certificate was called into question, and the representations of Seth Bernstein during the still open Section 341 Meeting of Creditors that the financial records of the Debtor required to be filed in this case would be updated to reflect several missing months in 2020, no such amendments or updates have been provided by the Debtor to date. While speculation is not legal argument, it is entirely likely that the true intent of the Debtor was to get the sale approved, then seek to dismiss the case. Instead, it appears that what should happen is that the case should be converted to a conventional chapter 11 case with a creditor's committee appointed to oversee the Debtor, or more appropriately, that there be a Trustee appointed who can fully investigate the Debtor's operations and the self-dealing by Seth Bernstein which is at risk of going unchecked. Based on the foregoing, Caliber Jet and Raciborski respectfully ask that the Court denies the relief sought by the Debtor. Counsel for Caliber Jet and Raciborski: Michael T. Conway, Esq. OFFIT KURMAN, P.A. 590 Madison Ave., 6th Floor New York, NY 10022 Telephone: (929) 476-0041 Facsimile: (212) 545-1656 E-mail: Michael.Conway@OffitKurman.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. ALTRA MORTGAGE: Feb. 18 Hearing on Sale of Assets to PRH for $10K ----------------------------------------------------------------- Altra Mortgage Capital, LLC, filed with the U.S. Bankruptcy Court for the Central District of California an amended notice of its proposed bidding procedures in connection with the sale of assets to PRH Capital, LLC for $10,000, subject to overbid. The Assets to be sold consists of the following intellectual property: (a) the two Trademarks: (i) ALTLOAN and (ii) NOREDTAPE; (b) the Three Domain Names: (i) altloan.com; (ii) noredtape.com; (iii) altapp.com, including websites and marketing materials and social media assets for them; (c) the Real Estate Investors and Mortgage Brokers and Pricing Database; (d) the web based, front-end Loan Pricing Software; and (e) all of the goodwill relating to the Purchased Assets. A hearing on the Motion is set for Feb. 18, 2021, at 1:30 p.m. The Objection Deadline is Feb. 4, 2021, at 5:00 p.m. (PT) Blake Scheifele is the Managing Member of PRH Capital. PRH Capital is also a 40% owner and the General Partner of the Debtor. The consideration to be paid for the Assets, which is also the minimum bid amount for the auction sale is $10,000. The sale is subject to higher and better bids at the auction on Feb. 18, 2021, at 1:30 p.m. The sale closing date is Feb. 19, 2021, on which the Buyer must wire the full payment to the Seller. The Purchaser will acquire the Assets free and clear of Liens, with any Liens in such Assets, or the proceeds thereof, to attach to the proceeds of such sale. The Bidders must qualify before the auction according to the Bidding Procedures. To qualify as a bidder, and to obtain a copy of the Asset Purchase Agreement with the terms of sale, interested bidders must contact the Law Offices of Michael Jay Berger (9454 Wilshire Avenue, 6th Floor, Beverly Hills, CA 90212), the Counsel for the Debtor and Seller. Pre-purchase due diligence is subject to the signing of a confidentiality agreement. Due diligence may be conducted by contacting the Law Offices of Michael Jay Berger. The deadline for bidder qualification is the later of seven days before the auction or Feb. 12, 2021 at 5:00 p.m. (PT). The sale is not subject to commissions. There are no anticipated tax consequences of the sale to the Debtor. The Buyers should consult their own tax counsel to obtain tax advice. The Debtor asks the Court to waive the 14-day waiting period set forth in Bankruptcy Rule 6004(h). A copy of the Bidding Procedures is available at https://bit.ly/3oZ6Ztm from PacerMonitor.com free of charge. Altra Mortgage Capital, LLC sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 1:20-bk-11653-VK) on Sept. 10, 2020. ANDREW C. WALKER: $449K Sale of Madison Property to Myles Approved ------------------------------------------------------------------ Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi authorized Andrew Cline Walker and Deborah L. Walker to sell their house and real property located at 108 Chantilly Drive, in Madison, Mississippi, to Winford Joseph Myles and Deborah Faye Myles for $449,000. The Debtors are the owners of the Property, and is the estate asset that is to be sold. J.P. Morgan Mortgage Acquisition Corp. holds the first mortgage on the Property and claims in its motion for relief from the automatic stay to be owed the sum of $380,080 as of July 15, 2020. Trustmark National Bank holds the second mortgage on the Property and filed a proof of clam [POC # 4] in the amount of $226,500 on Jan. 10, 2020. The Debtors have been making adequate protection payments of $4,600 a month pursuant to the agreed order entered on March 23, 2020. On July 27, 2020, an application was filed to employ Nell Wyatt and the real estate company of Nell Wyatt Real Estate including the real estate agents in such company to market the Property and advertise it for sale. The Property was immediately placed on the market and several parties expressed an interest in purchasing the asset. ABC Builders of Mississippi offered the sum of $489,000, and deposited the sum of $5,000 which was held "in trust" by Nell Wyatt Real Estate. The offer was noticed to all parties in interests and an order approving the sale was entered. ABC Builders of Mississippi was unable to close the transition and subsequently withdrew its offer. The next highest and best offer was made by Bradley Kelly, Esq., and wife, Allison Kelly, and the Court entered an order substituting Bradley and Allison Kelly as the new purchasers. Thereafter, the Kellys notified Nell Wyatt of Nell Wyatt Real Estate that they were withdrawing their offer and the Property continued to be listed. The Myles, who have no connections to the Debtors, have now offered the sum of $449,000 for the Property and entered into a contract for the sale and purchase of the subject real estate which has been accepted by the Debtors subject to Court approval. The Myles contract for the sale and purchase of real estate was attached to the second motion for relief from order, to modify order to complete sale of estate property and to substitute modified order. The motion to sell and the sale as modified are approved as being in the best interests of the estate, creditors and the Debtors. The Debtors are authorized and directed to execute all documents necessary to complete the transaction and transfer the subject property to the Myles. The Buyers have deposited the sum of $1,500 with Nell Wyatt Real Estate which is being held in trust and Nell Wyatt Real Estate is authorized and directed at the direction of the Myles at closing to either return these funds or apply the funds to the purchase price. The sale is being sold "as is," outside the ordinary course of business, free and clear of liens, claims, encumbrances and interests, with such liens, claims, encumbrances and interests attaching to the proceeds of sale. The closing attorney is authorized and directed to first disburse and divide the previously approved 6% real estate commission totaling $26,940 to the listing realtor real estate broker, Nell Wyatt Real Estate, and the selling real estate broker, Virtual Realty Group; to confirm the payoff amounts with J.P. Morgan, and Trustmark; and to disburse the proceeds to these lien holders in order of priority first to J. P. Morgan paying it in full with all remaining funds to Trustmark. After payments of these amount, there will be no proceeds remaining for the estate. The objection of the U. S. Trustee is resolved by the Debtors agreeing to file a report of sale with a copy of the closing statement within 10 days after the sale closes. The Second Modified Agreed Order is a final judgment as contemplated by the applicable Federal Rules of Bankruptcy Procedure. Andrew Cline Walker and Deborah L. Walker sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 19-04312) on Dec. 4, 2019. The Debtors tapped Michael Bolen, Esq., at Hood & Bolen, PLLC as counsel. On Aug. 24, 2020, the Court appointed Nell Wyatt of Nell Wyatt Real Estate as Real Estate Agent. ANDREW C. WALKER: Order Approving Madison Property Sale Modified ---------------------------------------------------------------- Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern District of Mississippi entered the Second Agreed Order modifying the orders authorizing Andrew Cline Walker and Deborah L. Walker to sell their house and real property located at 108 Chantilly Drive, in Madison, Mississippi, to Bradley and Allison Kelly for $440,000, by: (i) replacing the name of the former potential purchasers, ABC Builders of Mississippi and Bradley and Allison Kelly, that withdrew, with the new purchasers, Winford Joseph Myles and Deborah Faye Myles, (ii) changing the sales price to $449,000, and (iii) changing the deposit to $1,500. All other items in the previous order as modified by the Second Agreed Order will remain the same. The only party to be affected by the modification is Trustmark Bank and it has agreed to the modification and entry of the Second Agreed Order and no funds will be left for the estate. The Second Agreed Order as modified will be entered therein. Andrew Cline Walker and Deborah L. Walker sought Chapter 11 protection (Bankr. S.D. Miss. Case No. 19-04312) on Dec. 4, 2019. The Debtors tapped Michael Bolen, Esq., at Hood & Bolen, PLLC as counsel. On Aug. 24, 2020, the Court appointed Nell Wyatt of Nell Wyatt Real Estate as Real Estate Agent. APPLIANCESMART INC: March 2 Hearing on Disclosure Statement ----------------------------------------------------------- Judge Martin Glenn will convene a hearing to consider approval of the Disclosure Statement explaining Appliancesmart, Inc.'s Chapter 11 Plan of Reorganization on March 2, 2021, at 11 a.m. The hearing will be held in the United States Bankruptcy Court for the Southern District of New York, Courtroom 523, via telephonic appearance using Court Solutions. Objections, if any, to the Disclosure Statement must be filed and served no later than Feb. 19, 2021. About ApplianceSmart Inc. ApplianceSmart, Inc. -- https://www.appliancesmart.com/ -- is a retailer of household appliances. ApplianceSmart offers white-glove delivery within each store's service area for those customers that prefer to have appliances delivered directly. ApplianceSmart filed its voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 19-13887) on Dec. 9, 2019. The petition was signed by CFO Virland Johnson. At the time of the filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Kenneth A. Reynolds, Esq., at The Law Offices of Kenneth A. Reynolds, Esq., P.C., is the Debtor's legal counsel. ARCHDIOCESE OF NEW ORLEANS: March 1 Deadline for File Abuse Claims ------------------------------------------------------------------ Donlin, Recano & Company, Inc., the Court Appointed Claims and Noticing Agent for the Archdiocese of New Orleans, posted a notice of the March 1, 2021 deadline to file abuse claims. On May 1, 2020, the Roman Catholic Church of the Archdiocese of New Orleans (ANO) filed for Chapter 11 Reorganization under the United States Bankruptcy Code. More details about this case can be found at www.NolaChurchClaims.com or by calling (877) 476-4389. Anyone sexually abused before May 1, 2020, by a member of the ANO clergy or other individual related to the Archdiocese, its parishes, schools, orphanages or a related ministry must file a claim by March 1, 2021, at 5:00 p.m. (Central Time). Individuals whose claims are approved may receive compensation for the claim. Individuals who do not file a timely claim may lose legal rights that may exist against the Archdiocese of New Orleans. To file a clergy abuse claim: Individuals claiming abuse must file a claim using the Sexual Abuse Survivor Proof of Claim by March 1, 2021 at 5:00 p.m. (Central Time). For more detail and to file a claim, visit www.NolaChurchClaims.com or contact the restructuring information center toll free at (877) 476-4389 or submit an inquiry via e-mail to rcanoinfo@donlinrecano.com For more information on the Archdiocese of New Orleans' reorganization and a video message from Archbishop Aymond, visit http://www.nolacatholic.org/renew About the Archdiocese of New Orleans The Roman Catholic Church of the Archdiocese of New Orleans is a non-profit religious corporation incorporated under the laws of the State of Louisiana. For more information, visit https://www.nolacatholic.org/ Established as an archdiocese in 1850, the Archdiocese of New Orleans has educated hundreds of thousands in its schools, provided religious services to its churches, and provided charitable assistance to individuals in need, including those affected by hurricanes, floods, natural disasters, war, civil unrest, plagues, epidemics, and illness. Currently, the archdiocese's geographic footprint occupies over 4,200 square miles in southeast Louisiana and includes eight civil parishes -- Jefferson, Orleans, Plaquemines, St. Bernard, St. Charles, St. John the Baptist, St. Tammany, and Washington. The Roman Catholic Church for the Archdiocese of New Orleans sought Chapter 11 protection (Bankr. E.D. La. Case No. 20-10846) on May 1, 2020, to deal with sexual abuse claims. The archdiocese was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. Judge Meredith S. Grabill oversees the case. The archdiocese's counsel is Jones Walker LLP. Donlin, Recano & Company, Inc. is the claims agent. The Official Committee of Unsecured Creditors tapped Pachulski Stang Ziehl & Jones, LLP and Locke Lord, LLP as counsel, and Berkeley Research Group, LLC, as financial advisor. AULT GLOBAL: Launches $50M "At The Market" Common Stock Offering ---------------------------------------------------------------- Ault Global Holdings, Inc. has established an "at-the-market" equity offering program under which it may sell, from time to time, shares of its common stock for aggregate gross proceeds of up to $50,000,000. The shares of common stock will be offered through Ascendiant Capital Markets, LLC, which will act in its capacity as sales agent. Pursuant to a sales agreement with the Agent, sales of shares of the Company's common stock may be made in transactions that are deemed to be "at-the-market" offerings, including sales made by means of ordinary brokers' transactions on the NYSE American or otherwise at market prices prevailing at the time of sale or as agreed to with the Agent. The Company intends to use the net proceeds from the "at-the-market" equity offering, if any, for the financing of possible acquisitions of companies and technologies, financing of its emerging electric vehicle charger and energy storage businesses, expansion of its data center business or other business expansions and investments and for working capital and general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of future indebtedness or capital stock. The Company does not have agreements or commitments for any specific acquisitions at this time. The shares of common stock are being offered pursuant to a shelf registration statement (File No. 333-251995) which became effective on Jan. 20, 2021. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. Before making an investment in these securities, potential investors should read the prospectus supplement and the accompanying prospectus for more complete information about the Company and the "at-the-market" equity offering program. Potential investors may obtain these documents for free by visiting EDGAR on the U.S. Securities and Exchange Commission's website at www.sec.gov. Alternatively, potential investors may contact the Agent, who will arrange to send them these documents: Ascendiant Capital Markets, LLC, Attention: Jennifer Martin, 18881 Von Karman Avenue, 16th Floor, Irvine, CA 92612, telephone: (949) 259-4907 Ext. 49, email: jmartin@ascendiant.com. About Ault Global Holdings, Inc. Ault Global Holdings, Inc. fka DPW Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Corporate headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; http://www.AultGlobal.com/. DPW Holdings recorded a net loss available to common stockholders of $32.93 million for the year ended Dec. 31, 2019, compared to a net loss available to common stockholders of $32.34 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $43.64 million in total assets, $39.12 million in total liabilities, and $4.52 million in total stockholders' equity. Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the Company's auditor since 2012, issued a "going concern" qualification in its report dated May 29, 2020 citing that the Company has a working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AVID BIOSERVICES: Eastern Capital, 2 Others Hold Less Than 1% Stake ------------------------------------------------------------------- Eastern Capital Limited, Portfolio Services Ltd., and Kenneth B. Dart disclosed in an amended Schedule 13G filed with the Securities and Exchange Commission that as of Jan. 25, 2021, they beneficially own 523,810 shares of common stock of Avid Bioservices, Inc., which represents 0.9% of the shares outstanding. The percentage is based on 60,555,787 shares outstanding as of Dec. 14, 2020 as confirmed by the Issuer's Form 8-K filed with the SEC on Dec. 14, 2020. Eastern Capital Limited is a direct wholly owned subsidiary of Portfolio Services Ltd., a Cayman Islands company. Portfolio Services Ltd. is a holding company that wholly owns Eastern Capital Limited. Mr. Dart is the beneficial owner of all of the outstanding shares of Portfolio Services Ltd., which in turns owns all the outstanding shares of Eastern Capital Limited. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/704562/000140840821000006/cdmo_ecl13ga.htm About Avid Bioservices Avid Bioservices -- http://www.avidbio.com-- is a dedicated contract development and manufacturing organization (CDMO) focused on development and CGMP manufacturing of biopharmaceutical drug substances derived from mammalian cell culture. The company provides a comprehensive range of process development, CGMP clinical and commercial manufacturing services for the biotechnology and biopharmaceutical industries. With over 27 years of experience producing monoclonal antibodies and recombinant proteins, Avid's services include CGMP clinical and commercial drug substance manufacturing, bulk packaging, release and stability testing and regulatory submissions support. For early-stage programs, the company provides a variety of process development activities, including upstream and downstream development and optimization, analytical methods development, testing and characterization. The scope of its services ranges from standalone process development projects to full development and manufacturing programs through commercialization. Avid Bioservires reported a net loss of $10.47 million for the year ended April 30, 2020, a net losses of $4.21 million for the year ended April 30, 2019, and a net loss of $21.81 million for the year ended April 30, 2018. As of Oct. 31, 2020, the Company had $113.59 million in total assets, $64.21 million in total liabilities, and $49.38 million in total stockholders' equity. "We currently anticipate that our cash and cash equivalents as of April 30, 2020, excluding the aforementioned $4.4 million in loan proceeds that were returned to the lender thereof in May 2020, combined with our projected cash receipts from services to be rendered under our existing customer contracts, will be sufficient to fund our operations for at least the next 12 months from the date of this Annual Report. "In the event we are unable to generate sufficient cash flow to support our current operations, we may need to raise additional capital in the equity markets in order to fund our future operations. We may raise funds through the issuance of debt or through the public offering of securities. There can be no assurance that these financings will be available on acceptable terms, or at all. Our ability to raise additional capital in the equity and debt markets is dependent on a number of factors including, but not limited to, the market demand for our common stock. The market demand or liquidity of our common stock is subject to a number of risks and uncertainties including, but not limited to, our financial results and economic and market conditions. Further, global financial crises and economic downturns, including those caused by widespread public health crises such as the COVID-19 pandemic, may cause extreme volatility and disruptions in capital and credit markets, and may impact our ability to raise additional capital when needed on acceptable terms, if at all. If we are unable to fund our continuing operations through these sources, we may need to restructure, or cease, our operations. In addition, even if we are able to raise additional capital, it may not be at a price or on terms that are favorable to us. Any of these actions could materially harm our business, financial condition, results of operations, and future prospects," the Company stated in its 2020 Annual Report. AVINGER INC: Regains Compliance with Nasdaq Bid Price Requirement ----------------------------------------------------------------- Avinger, Inc. received a letter from The Nasdaq Stock Market, LLC notifying the Company that the staff had determined that the closing bid price of the Company's common stock had been at $1.00 per share or greater for at least 10 consecutive business days and, accordingly, that the Company had regained compliance with the Minimum Bid Price Requirement for continued listing on the Nasdaq Stock Market and that the matter is now closed. As previously reported, on March 10, 2020, Avinger received a letter from Nasdaq notifying the Company that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the minimum bid price for the Company's listed securities was less than $1.00 for the previous 30 consecutive business days. The Company initially had a period of 180 calendar days, or until Sept. 8, 2020, to regain compliance with the Minimum Bid Price Requirement. Also as previously reported, on April 20, 2020, the Company received notification from Nasdaq indicating that Nasdaq filed an immediately effective rule change with the SEC on April 16, 2020, pursuant to which the compliance periods for bid price and market value of publicly held shares requirements were tolled through June 30, 2020. As a result, the Company had until Nov. 20, 2020 to regain compliance with Nasdaq's Minimum Bid Price Requirement. The Company did not regain compliance with the Minimum Bid Price Requirement by Nov. 20, 2020. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company provided written notice to Nasdaq of its intent to cure the deficiency and, on Nov. 24, 2020, the Company received notice that Nasdaq granted the Company an additional 180 calendar days, or until May 19, 2021, to regain compliance. The Company said that while it has regained compliance with the Minimum Bid Price Requirement, there can be no assurance that it will be able to maintain compliance with the Minimum Bid Price Requirement in the future. About Avinger Headquartered in Redwood City, California, Avinger -- http://www.avinger.com-- is a commercial-stage medical device company that designs and develops image-guided, catheter-based system for the diagnosis and treatment of patients with Peripheral Artery Disease (PAD). Avinger reported a net loss applicable to common stockholders of $23.03 million for the year ended Dec. 31, 2019, compared to a net loss applicable to common stockholders of $35.69 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $36.95 million in total assets, $22.49 million in total liabilities, and $14.45 million in total stockholders' equity. Moss Adams LLP, in San Francisco, California, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 5, 2020, citing that the Company's recurring losses from operations and its need for additional capital raise substantial doubt about its ability to continue as a going concern. AYRO INC: Signs $20M Purchase Deal with Two Investors ----------------------------------------------------- AYRO, Inc. has entered into definitive agreements with two existing institutional investors for the purchase and sale of 3,333,334 shares of the Company's common stock, at a purchase price of $6.00 per share, in a registered direct offering. AYRO has also agreed to issue to the investors unregistered warrants to acquire 3,333,334 shares of common stock at $6.93 per share, exercisable six months after the closing and terminating two and a half years after the date of issuance. The closing of the offering is expected to occur on or about Jan. 27, 2021, subject to the satisfaction of customary closing conditions. Palladium Capital Group, LLC acted as an advisor to the offering. The gross proceeds to AYRO from this offering are expected to be approximately $20 million, before deducting advisory fees and other offering expenses. The Company intends to use the net proceeds from this offering for working capital and general corporate purposes. The shares of common stock (but not the warrants or the shares of common stock underlying the warrants) are being offered by AYRO pursuant to a "shelf" registration statement on Form S-3 (File No. 333-251001) previously filed with the Securities and Exchange Commission on Nov. 27, 2020 and declared effective by the SEC on Dec. 2, 2020. The offering of the securities will be made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus relating to the shares of common stock being offered will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov. About AYRO Texas-based AYRO, Inc., f/k/a DropCar, Inc. -- http://www.ayro.com -- is a provider of automotive vehicle support, fleet logistics and concierge services for both consumers and the automotive industry. In 2015, the Company launched its cloud-based Enterprise Vehicle Assistance and Logistics ("VAL") platform and mobile application to assist consumers and automotive-related companies to reduce the costs, hassles and inefficiencies of owning a car, or fleet of cars, in urban centers. Dropcar reported a net loss of $4.90 million for the year ended Dec. 31, 2019, compared to a net loss of $18.75 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $33.85 million in total assets, $3.09 million in total liabilities, $30.76 million in total stockholders' equity. Friedman LLP, in East Hanover, New Jersey, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 30, 2020, citing that the Company has recurring losses and negative cash flows from operations. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. AYTU BIOSCIENCE: Signs Deal With Avrio to License IP ---------------------------------------------------- Aytu BioScience, Inc. has signed an exclusive license agreement to license the intellectual property surrounding the use and commercialization of their rapid in vitro diagnostic semen analysis test that accurately measures oxidative stress, including all components of the MiOXSYS commercial system. The Agreement has been entered into with Avrio Genetics, LLC, a Pennsylvania-based limited liability company focused on reproductive health. Under this Agreement, Avrio Genetics will purchase existing inventory, commercialize, and market the Product under a royalty on Product net sales with a minimum annual payment fee structure for a term of 10 years, with the term continuing in perpetuity with a fixed royalty rate based on Product sales payable annually to the Company. The Company will continue to own the intellectual property in the Product, with Avrio Genetics bearing all related patent maintenance and prosecution fees, commercial expenses, and regulatory fees. Further, Avrio Genetics will foster and expand all related customer, manufacturing, marketing, and distribution relationships in their effort to increase the commercialization of the Product. With Avrio's assumption of the Product-related expenses and management of the Product programs, the Company expects to eliminate expenses associated with the Product while maintaining future revenue potential in the form of royalty and minimum annual payments from Avrio Genetics. About Aytu BioScience Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) -- http://www.aytubio.com-- is a commercial-stage specialty pharmaceutical company focused on commercializing novel products that address significant patient needs. The company currently markets a portfolio of prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i) Natesto, an FDA-approved nasal formulation of testosterone for men with hypogonadism, (ii) ZolpiMist, an FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra XR, an FDA-approved 12-hour codeine-based antitussive syrup. Aytu Bioscience reported a net loss of $13.62 million for the year ended June 30, 2020, compared to a net loss of $27.13 million for the year ended June 30, 2019. As of Sept. 30, 2020, the Company had $141.27 million in total assets, $50.21 million in total liabilities, and $91.06 million in total stockholders' equity. B-LINE CARRIERS: Sets Procedures for Online Auction of Equipment ---------------------------------------------------------------- B-line Carriers, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the procedures relating to the nationally advertised, timed online auction sale of non-essential equipment, comprised of 35 semi-trucks and trailers, free and clear of liens, claims, encumbrances, and interests, to the highest and best bidders. The Debtor owns certain equipment consisting of semi-trucks and trailers of various years, manufacturers, and model numbers as described on Exhibit A ("Equipment") which it wishes to sell, as the Equipment is not necessary to its successful reorganization. On Jan. 5, 2021, Moecker Auctions, Inc. was appointed by the Court to conduct an online auction of the Equipment. Moecker and the Debtor have entered into an Auction Agreement. The dates set forth for the Auction in the Auction Agreement will have to be postponed until such time as the Court enters an order granting the relief sought in the Motion and establishes appropriate timing for the marketing of the Equipment and the conduct of the Auction. Upon the Court's entry of an order granting the relief sought in the Motion, Moecker will begin to actively market the Equipment pursuant to the Auction Marketing and Promotional Schedule. Thereafter, it will conduct the Auction. The Debtor has determined that it is in the best interests of its creditors and the estate to maximize value through an online auction of the Equipment to the highest bidders. The current environment dictates a nationally advertised online auction in order to reach a wide range of bidders and provide a safe manner for them to place bids and purchase the Equipment. The Debtor's intention with the Auction is to sell each piece of Equipment separately, potentially to as many as 35 different buyers. Consequently, each transaction will be relatively small. The Debtor and its professionals believe that the Auction will be more successful in maximizing value if Moecker, after obtaining approval from the Debtor, is able to accept the highest approved bid from each Qualified Bidder as soon as possible and conclude all approved sales transactions without delay. Therefore, the Debtor is asking approval of all aspects of the sale and Auction Procedures, including final approval of the Sale of the Equipment, in advance of the Auction. For the avoidance of doubt, the Debtor asks authority from the Court to sell the Equipment without the necessity of a separate sale hearing following the Auction. The bidding for each piece of Equipment will begin at the Minimum Starting Bid. The Debtor asks that the Court approves the sale of each piece of Equipment at the highest and best offer obtained through the Auction Procedures, but at no less than 5% below the Reserve Price for each piece of Equipment. Accordingly, it asks approval and implementation of the Auction Procedures and any resulting sales of the Equipment at a hearing which it asks the Court to schedule on an expedited basis upon the filing of the Motion. At the Auction Procedures and Sale Hearing, the Debtor will ask approval of: (i) the Auction Procedures for bidding on and sale of the Equipment; (ii) the Auction Marketing and Promotional Schedule; (iii) the form and manner of notice of the Auction Procedures and the proposed auction and sale of the Equipment, (iv) the Auction Agreement between the Debtor and Moecker; and (v) the sale of the Equipment after the Auction at the highest and best price obtained during the Auction as determined by the Debtor and its Professionals at a price no less than 5% below the Reserve Price for each piece of Equipment, free and clear of all liens, claims, and encumbrances. At the Auction Procedures and Sale Hearing, the Debtor will ask the Court to schedule the Auction to begin as soon as possible after the end of the Marketing Period. The salient terms of the Auction Procedures are: a. Debtor: B-Line Carriers, Inc. b. Method of Sale: Nationally advertised, automated and timed online auction event to be open to the public, conducted by Moecker, an experienced auctioneer. c. Equipment To be Sold: 35 semi-trucks and trailers of various years, manufacturers and model numbers as listed on Exhibit A. Each piece of Equipment will be auctioned and sold separately. d. Qualified Bidder: The Auction will be open to the public, however, to qualify to bid, each bidder must place a $100 refundable deposit with Moecker and provide proof of identification satisfactory to it. e. Platform: The auction will take place on proxibid.com. f. Marketing Period: A period of not less than 30 days from the date of entry of the Auction Procedures and Sale Order. g. Auction Period: The proposed timed auction of the Equipment will be scheduled to start as soon as possible after the end of the Marketing Period. The sale will be automated and the length of open bidding will be set for seven days. h. Inspection Period: There will be one inspection period to be held from 10:00 a.m. to 3:00 p.m. the day before the Auction is scheduled to begin. The inspection period will take place at the physical storage location of the Equipment, 5701 E. Broadway Ave., Tampa, Florida 33619. All interested parties are required to make appointments with Moecker for inspections at moeckerauctions.com and must follow all CDC guidelines. i. Minimum Starting Bid: A Minimum Starting Bid has been established for each piece of Equipment equal to 40% of its fair market value as set forth on Exhibit A. j. Reserve Price: A Reserve Price has been established for each piece of Equipment equal to 75% of its fair market value as set forth on Exhibit A. k. Purchase Price: Each piece of Equipment will be sold to the highest Qualified Bidder determined at the end of the seven-day auction period, provided that the Reserve Price is reached for each piece of Equipment, and subject to the final approval of the sale of each piece of Equipment by the Debtor after the auction bidding period. l. Bid as Contract: Each bid made at the Auction by a Qualified Bidder represents an offer to purchase a piece of Equipment bid on, and when accepted by the Debtor becomes an enforceable contract between the successful Qualified Bidder and the Debtor for the purchase of that piece of Equipment. m. Consummation of Sales: The purchase price for each piece of Equipment purchased by the Purchaser will be paid directly to Moecker on behalf of the Debtor. The purchase price is due in full by noon the day after the auction ends. The Purchasers will be required to execute all appropriate purchase and sale documentation reasonably provided by Moecker and the Debtor to consummate the sale of each piece of Equipment. The Purchaser will then have four days to retrieve the Equipment it has purchased from 5701 East Broadway, Tampa, Florida 33619. n. Buyer's Premium: Each Purchaser will pay to Moecker, in addition to the amount of its successful bid, a buyer's premium equal to 13% of the sales price. Moecker receives 11% of the sales price as its portion of the Buyer's Premium, and the online bidding platform proxibid.com receives 2% of the sales price as its portion of the Buyer's Premium. o. Expense Reimbursement: Moecker will be also be entitled to be reimbursed from the proceeds of the sale due to the Debtor its costs and expenses. Such expenses are reimbursable and will be deducted pro rata from the proceeds of all sales. The aggregate expense reimbursement is estimated to be $5,983, but will not exceed $7,180. p. Free and Clear: The Debtor will convey each piece of Equipment to the applicable Purchaser free and clear of all liens, claims, encumbrances, and other interests, which will attach to the proceeds. The Debtor asks that the Court enters the Auction Procedures and Sale Order. It also asks that the Court sets a deadline during the Marketing Period and at least five business days prior to the beginning of the auction bidding period for any party to file an objection to the sale of one or more pieces of Equipment through the Auction contemplated by the Motion. The Debtor further asks approval for the Auction Marketing and Promotional Schedule designed for the sale of Equipment by Moecker. The Debtor believes that the sale of the Equipment pursuant to the Auction Procedures is reasonable and is within its best business judgment, and that the method of advertising and conducting the Auction as described will yield the highest and best sales price for each piece of Equipment. The Debtor asks that the Court enters an order waiving the 14-day stay period set forth in Rule 6004(h) of the Federal Rules of Bankruptcy Procedure and providing that the order granting the Motion be immediately enforceable and that Marketing Period may begin immediately and last for a period not less than 30 days, followed by a day for inspection of the Equipment, a seven-day period for the Auction, the Debtor's final approval of the sale of each piece of Equipment, and consummation of the sale of the Equipment to be facilitated by Moecker as soon as practicable after conclusion of the Auction. It proposes that any objection to the relief sought must be filed with the Court and served on the parties listed in the Certificate of Service of the Motion so as to be actually received by no later than the Objection Deadline. Finally, the Debtor asks Court approval of the form and manner of notice of the Auction Procedures and the sale of the Equipment as being adequate and sufficient notice of the deadline for filing objections. A copy of the Exhibit A and Auction Agreement is available at https://tinyurl.com/yyjsoyl6 from PacerMonitor.com free of charge. About B-Line Carriers B-Line Carriers, Inc., a full-service petroleum transportation company, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06034) on Aug. 7, 2020. The petition was signed by Jason L. Baldree, president. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Postler, P.A., is serving as the Debtor's counsel. On Jan. 5, 2021, the Court appointed Moecker Auctions, Inc. as Auctioneer. BBGI US: Says It Has Funds for Administrative & Unsecured Claims ---------------------------------------------------------------- BBGI US, Inc., et al., on Jan. 25, 2021, responded to the objection filed by PT Ungaran Sari Garments and PT Eratex Djaja Tbk (collectively, "Busana") to approval of the Disclosure Statement for Joint Chapter 11 Plan of Liquidation for BBGI US, Inc., et al., According to the Debtors, there is no question that the Disclosure Statement satisfies the legal requirements set forth in Section 1125 of the Bankruptcy Code or that the Court should authorize the Debtors to solicit votes to accept or reject the Plan. The Debtors have the support of key stakeholders, including, among others, the Official Committee of Unsecured Creditors and the Pension Benefit Guaranty Corporation, the Debtors' largest creditor, to proceed towards solicitation and confirmation of the Plan. First, Busana objects to non-consensual third-party releases. If there were non-consensual third-party releases in the Plan, Busana's objection would be to confirmation, not disclosure, and the objection would not be before the Court properly at this time. But there are no non-consensual third-party releases in the Plan. Accordingly, the Debtors aver that Busana's objection is entirely without merit and improper at every stage of this confirmation process. Second, Busana claims it believes that the Debtors will not have sufficient funds to pay Administrative Expense Claims in full, and Busana requests additional disclosure on the Debtors' financial wherewithal to pay Administrative Expense Claims. As an initial matter, Busana's assertion and request is surprising to the Debtors because Busana is a member of the Creditors' Committee and, in its capacity as such, had access to and received confidential information that demonstrated the Debtors' expectation that they would have sufficient funds to satisfy Allowed Administrative Expense Claims in full. Busana ignored this information and instead cherry-picked portions of the Debtors' confidential drafts to raise unwarranted alarmist concerns about administrative insolvency, the Debtors tell the Court. As a substantive matter, the Disclosure Statement clearly details why the Debtors believe they will have sufficient funds available to pay Administrative Expense Claims in full. In the Disclosure Statement, the Debtors estimate that holders of Allowed Unsecured Claims will share in recoveries of $9.8 million to $21.3 million after holders of Allowed Administrative Expense Claims are paid in full and after $2.4 million is funded into a Litigation Trust for the benefit of Holders of Allowed Unsecured Claims. The Debtors began reconciling asserted Administrative Expense Claims and disagreed with a number of them, including Busana's (which the Debtors believe is grossly overstated). As detailed in the Disclosure Statement, the Debtors conservatively estimate that only up to $19.7 million of the asserted Administrative Expense Claims ultimately may be Allowed and that the Debtors will have funds sufficient to satisfy this estimate in full. Attorneys for the Debtors: Mark D. Collins Zachary I. Shapiro Christopher M. De Lillo RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 N. King Street Wilmington, Delaware 19801 Telephone: (302) 651-7700 Facsimile: (302) 651-7701 E-mail: collins@rlf.com shapiro@rlf.com delillo@rlf.com - and - Garrett A. Fail David J. Cohen WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 E-mail: garrett.fail@weil.com davidj.cohen@weil.com About Brooks Brothers Group Brooks Brothers -- https://www.brooksbrothers.com/ -- was a clothing retailer with over 1,400 locations in over 45 countries. Brooks Brothers Group, Inc., and 12 of its affiliates filed for Chapter 11 protection (Bankr. D. Del., Lead Case No. 20-11785) on July 8, 2020. The Debtors were estimated to have assets and liabilities of $500 million to $1 billion. The Hon. Christopher Sontchi presides over the cases. Richards, Layton & Finger, P.A., and Weil, Gotshal & Manges LLP serve as counsel to the Debtors. PJ Solomon, L.P acts as investment banker; Ankura Consulting Group LLC as financial advisor; and Prime Clerk LLC as claims and noticing agent. On July 21, 2020, the Office of the United States Trustee formed an official committee of unsecured creditors. The Committee selected Akin Gump Strauss Hauer & Feld LLP and Troutman Pepper Hamilton Sanders LLP as its counsel, and FTI Consulting, Inc. as its financial advisor. * * * In August 2020, the Court entered an order authorizing the Debtors to sell substantially all assets for $325 million to SPARC Group LLC, the successful bidder. The sale closed Aug. 31, 2020. The Debtors were renamed to BBGI US Inc., et al., following the sale. BC HOSPITALITY: Hires 'Ordinary Course' Professionals ----------------------------------------------------- BC Hospitality Group Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to hire professionals utilized in the ordinary course. The motion, if granted, would allow the Debtors to hire "ordinary course professionals" without filing separate employment applications and fee applications. The OCPs include: Baker, Donelson, Bearman, Caldwell & Berkowitz, P.C. 633 Chestnut Street, Suite 1900 Chattanooga, TN 37450 -- Legal – EB-5 immigrant investor program CohnReznick LLP 1301 Avenue of the Americas New York, NY 10019 -- Accounting – annual tax return preparation; tax research Danziger, Danziger & Muro, LLP 405 Park Avenue, 5th Floor New York, NY 10022 -- Legal – lease review and negotiations; lease amendments; construction law Dentons US LLP 1221 Avenue of the Americas New York, NY 10020 Legal – intellectual property law Holland & Hart LLP 222 South Main Street, Suite 2200 Salt Lake City, UT 84101 -- Legal – licensing and other intellectual property law; corporate counsel Jackson Lewis P.C. 90 State House Square, 8th Floor Hartford, CT 06103 -- Legal – employment law McDermott, Quilty & Miller LLP 28 State Street, Suite 802 Boston, MA 02109 -- Legal – business permits Pesetsky & Bookman PC 325 Broadway, Suite 501 New York, NY 10007 -- Legal – business permits About BC Hospitality BC Hospitality Group Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13103) on Dec. 14, 2020. At the time of the filing, the Debtors were estimated to have assets of $10 million to $50 million and liabilities of $1 million to $10 million. Judge Brendan Linehan Shannon oversees the cases. The Debtors tapped Young Conaway Stargatt & Taylor, LLP as their legal counsel and Epiq Corporate Restructuring, LLC as their claims and noticing agent and administrative advisor. Ankura Consulting Group, LLC is the Debtors' financial and restructuring advisor and asset sale advisor. BELK INC: Targets 24-Hour Bankruptcy With Lenders on Board ---------------------------------------------------------- Eliza Ronalds-Hannon of Bloomberg News reports that Belk Inc., the department store chain owned by Sycamore Partners, will seek to complete an upcoming reorganization in bankruptcy court in a single day, according to people with knowledge of the plans. The retailer will file its Chapter 11 petition in the Southern District of Texas in late February 2020, said the people, who asked not to be identified because discussions are private. Belk on Jan. 26, 2021, disclosed its plans to cut debt and raise new capital to continue operating, and the people said it aims to wrap up the court process by the next day. 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. Store closures and suppressed consumer demand from COVID-19 have affected Belk and other retailers. Belk raised alarms among suppliers in late 2020 after delaying vendor payments for months amid pandemic shutdowns. Belk announced Jan. 26, 2021, that it is filing for Chapter 11 bankruptcy to seek confirmation of a prepackaged plan negotiated by 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. Under the Plan, 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. Members of an ad hoc crossover lender group led by KKR Credit and Blackstone Credit and other participating lenders will acquire minority ownership. The Plan will reduce debt by $450 million. BIG RIVER STEEL: S&P Cuts ICR to 'B-' on US Steel Acquisition ------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Osceola, Ark.-based Big River Steel LLC (BRS) to 'B-' from 'B,' consistent with the 'B-' rating on U.S. Steel, and removed it from CreditWatch, where the rating agency placed it Dec. 9, 2020, with negative implications. The rating agency also lowered its issue-level ratings on Big River's senior secured debt to 'B-' from 'B,' in line with the change to the issuer credit rating. At the same time, S&P revised its associated recovery ratings to '3' from '4.' S&P said, "The stable outlook reflects our expectation that BRS' credit metrics will improve in 2021 following reduced capital spending and stronger volumes for the capacity expansion and a sharp rebound in prices." On Jan. 15, Pittsburgh-based U.S. Steel Corp. completed its acquisition of the remaining equity in Big River Steel for approximately $774 million. Following completion of the acquisition, Big River's stand-alone credit profile is unchanged at 'b-'. The rating on Big River is capped by the rating on its 100% owner, U.S. Steel (B-/Stable/--). S&P said, "We view the company as strategically important to U.S. Steel, because we believe Big River is important to the group's long-term strategy for diversification and improved lower environmental emissions. Moreover, we believe there is a long-term group commitment and that BRS is unlikely to be sold in all but the most severe downside scenario. Lastly, we believe Big River has good prospects for success given completion of its expansion project, which is on track to double its low-cost capacity." It is S&P's understanding that no upstream or downstream guarantees exist between the two companies. Previously, Big River benefitted from a one-notch uplift due to its relationship with former parent Koch Industries (AA-/Stable/A-1+). In October 2019, U.S. Steel had acquired a 49.9% interest in BRS in an attempt to diversify into electric arc furnaces (EAF). The transaction lays the foundation for U.S. Steel to rebalance its output to lower-cost and lower-emissions EAF steel from aging blast furnaces with high greenhouse gas emissions. S&P's assessment of Big River's business is unchanged. BRS' exposure to volatile steel and scrap prices and presence in highly cyclical markets remain limiting factors, in its view. The cyclical nature of BRS' products and susceptibility of margins due to metal spread fluctuations can lead to volatile cash flows. BRS is relatively small in scale and scope, and operates one steel mill that has historically produced about 1.3 million tons annually. BRS' output is on track to double with the capacity additions from the Phase II project. Among other domestic mini-mill steel producers, Nucor Corp. has about 27 million tons of capacity and Steel Dynamics Inc. 13 million tons, both spread across multiple mills. Although this expansion project doubles BRS' capacity, it is still relatively small compared to peers. BRS' risks are compounded by its limited geographic diversity, with all of its revenues coming from the U.S. End-market concentration is moderate, with about half of revenue from steel service centers and the remainder from the construction, energy and infrastructure, electrical power, and energy sectors. S&P expects these markets to contract this year as a result of the COVID-19 pandemic. Furthermore, the highly competitive industry is vulnerable to competitive pressure from imports, despite ongoing favorable trade policies. Notwithstanding these business constraints, BRS benefits from being a low-cost steel producer with access to cheap raw materials, primarily scrap steel, and electricity. It has a relatively even contract mix between spot sales and market-indexed contract sales, which could provide modest cushion in a downturn. The company's low-cost mini-mill operations have a highly variable cost structure compared with that of integrated steel producers. BRS also benefits from its modern and flexible production facility, which can quickly adjust to periods of stronger and weaker demand. S&P said, "Our assessment of the company's financial position also is unchanged. It reflects BRS' recently high debt burden and elevated leverage, which we expect to improve to about 4x following the completion of the phase II expansion project. We estimate that the company generated about $400 million of negative free cash flow in 2020 because of elevated capital expenditures, with a sharp drop and subsequent rebound in steel markets. This follows a challenging 2019 when operating performance was impaired by higher scrap prices relating to the company's first-in, first-out inventory accounting and lower steel prices." "We expect BRS' free cash flows to turn positive in 2021 as the capital investment decreases with the construction completion and operations ramp-up of the phase II project. BRS completed this project under budget and ahead of schedule in November 2020. We also believe the long-term benefit from its low-cost and technologically advanced mini-mill will result in greater and more stable earnings." "The stable outlook reflects the outlook on its parent, U.S. Steel. We expect the rating on BRS to move with the rating on U.S. Steel as long as it owns 100% of BRS. Nevertheless, we expect that BRS' stand-alone credit profile will improve in 2021 as it ramps up Phase IIA into attractive market conditions, boosting earnings, reducing leverage to 4x from double digits in 2020, and potentially contributing some free cash flow." "We could lower the rating if U.S. Steel's rating was downgraded. We could also lower the rating if BRS' adjusted leverage exceeds 8x with no clear path to reduction. This could occur if BRS' metal margin is sustained well below $300/st because of poor prices or elevated scrap prices." The rating on BRS is constrained by the rating on U.S. Steel. S&P could raise its rating on U.S. Steel if it and Big River increase their profits and generate some free cash flow while successfully ramping-up Phase II-A of Big River's greenfield capex, all of which could be confirmed within a year. BIOSTAGE INC: Appoints Herman Sanchez as Director ------------------------------------------------- Biostage, Inc. has appointed Herman Sanchez as an independent director to its Board of Directors. Mr. Sanchez has been working in the life sciences industry for over 20 years in various positions including designing and running randomized trial research, optimizing of clinical administration of health services, and working as a strategic consultant to the life sciences industry. He is currently a senior partner helping run Trinity Life Sciences' strategy consulting business. He joined Trinity over a decade ago and has worked closely with clients to support strategic decision making across the product lifecycle. In his work consulting for pharmaceutical/biotech and medical device companies he has covered several diseases/therapeutic areas including oncology, rare and ultra-rare diseases, cell therapies, cardiovascular, diabetes, alcohol abuse/dependence, neurological, orthopedic, and renal diseases. He has been published in peer-reviewed publications on various topics including renal disease, patient epidemiology, medication adherence, suicidal ideation, minority patient recruiting, alcohol use/abuse and depression/anxiety treatment. Mr. Sanchez, prior to working in the life sciences industry, earned an MBA from the Tuck School of Business at Dartmouth and an AB in Psychology from Harvard University. "We are very excited to announce the addition of the seasoned life sciences industry expert to Biostage," said Jason Chen, Chairman of Biostage. "The guidance and expertise from Mr. Sanchez will be valuable as we continue the development of our Cellspan platform and new product pipeline. On behalf of Biostage's Board of Directors and management team, I sincerely welcome Mr. Sanchez to our Board of Directors at this important moment of the Company. We look forward to Herman's engagement and guidance to bring our innovative treatment option to the potential patients with unmet medical needs and future commercialization." Mr. Sanchez commented, "I am excited to join the Board of Directors of Biostage and collaborate with the Board and executive team. The company has been working with a novel cell therapy to solve a critical unmet need for patients, especially kids. I hope my experience will help guide the company in developing and delivering this innovative technology to the market." In connection with his appointment, the Company will grant Mr. Sanchez, on the fifth business day following his appointment, stock options with a value of $25,000 at the grant date that will vest in full in equal quarterly increments over a period of one year from the grant date. In addition, for his service, Mr. Sanchez will receive compensation commensurate with that received by the Company's other non-employee directors, which as may be modified by the Board from to time, currently includes annual compensation of cash fees of $20,000 to be paid in quarterly increments, and an annual grant of stock options, granted on the fifth business day following the Corporation's annual stockholders meeting, with a value of $25,000 at the grant date to vest in full in equal quarterly increments over a period of one year from the grant date. In addition, all non-employee directors shall be reimbursed for their expenses incurred in connection with attending Board and committee meetings. About Biostage Inc. Headquartered in Holliston, Massachusetts, Biostage -- http://www.biostage.com-- is a bio-engineering company that is developing next-generation esophageal implants. The Company's Cellspan technology combines a proprietary, biocompatible scaffold with a patient's own cells to create an esophageal implant that could potentially be used to treat pediatric esophageal atresia and other conditions that affect the esophagus. The Company's esophageal implant leverages the body's inherent capacity to heal itself as it is a "living tube" that facilitates regeneration of esophageal tissue and triggers a positive host response resulting in a tissue-engineered neo-conduit that restores continuity of the esophagus. These implants have the potential to dramatically improve the quality of life for children and adults. Biostage reported a net loss of $8.33 million for the year ended Dec. 31, 2019, compared to a net loss of $7.53 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $3.02 million in total assets, $1.01 million in total liabilities, and $2.01 million in total stockholders' equity. RSM US LLP, in Boston, Massachusetts, the Company's auditor since 2018, issued a "going concern" qualification in its report dated March 27, 2020 citing that the Company has suffered recurring losses from operations, has an accumulated deficit, uses cash flows in operations, and will require additional financing to continue to fund operations. This raises substantial doubt about the Company's ability to continue as a going concern. BL RESTAURANTS: UE Paramus Buying Liquor License for $1.25 Million ------------------------------------------------------------------ BL Restaurants Holding, LLC and its affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a notice of their proposed sale of the State of New Jersey Class C Plenary Retail Consumption License, bearing License No. 0246-33-010-017, to UE Paramus License 2020, LLC for $1.25 million, on the terms of their Agreement for the Sale and Purchase of Liquor Licensed dated Dec. 23, 2020, subject to overbid. BL Restaurant Operations, LLC, doing business as Bar Louie, owns the License. On June 3, 2020, the Debtors filed the Debtors' Motion for an Order Approving Procedures for the Sale of Remaining Liquor Licenses Free and Clear of Liens, Claims and Encumbrances and Granting Related Relief. On June 22, 2020, the Court entered the License Procedures Order. The License Procedures Order approved streamlined procedures for the sale of licenses up to $750,000. The Agreement involves consideration in excess of $750,000 and thus is not covered under the License Procedures Order. On Dec. 30, 2020, the Parties entered into the Agreement. Pursuant to the terms of the Agreement, the Buyer will pay $1.25 million in exchange for the Seller's License in accordance with the terms set forth in the Agreement. The Purchase Price is to be paid with a deposit of $125,000, which has been received by the Debtors' liquor license counsel, with the balance due at closing. The Agreement requires the approval of the Court pursuant to an order in a form acceptable to the Buyer. The Agreement acknowledges that the sale of the License is subject to higher and better offers. The Debtors have proposed and plan to implement the Bidding Procedures to facilitate the solicitation of any higher and better offers that may be received. The Agreement provides for the payment of a $100,000 commission to the Debtors' broker, LiquorLicense.com. It requires that the License be transferred free and clear of liens and encumbrances, with any such liens and encumbrances attaching to the net sale proceeds. The Debtors have utilized the services of LiquorLicense.com to market the License. The Broker has extensively marketed the License and presented the Debtors with the highest and best offer available at this time. The Broker will receive a commission for the sale related to the purchase price and thus was fully incentivized to obtain the highest offer available. Nevertheless, the Agreement provides that it will be subject to higher and better offers. It is understood in the marketplace that the Debtors would ask the approval of the Court for the transaction. Therefore, it is possible that additional potential bidders may be waiting for the process in order to submit competing bids. The Debtors will provide notice of the Sale Motion to all parties who have expressed an interest in the License either directly to the Debtors or to the Broker. Thus, all parties that are likely to have an interest in submitting an alternative bid will have an opportunity to do so. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 2, 2021, at 4:00 p.m. (ET) b. Initial Bid: $1.35 million c. Deposit: 10% of the amount of the purchase price of the bid d. Auction: If more than one Qualified Bid is received, the Debtors will conduct an auction to determine the highest or otherwise best bid (the "Prevailing Bid") to submit for approval by the Bankruptcy Court. The Auction will be commenced no earlier than Feb. 10, 2021, at 9:00 a.m. (ET). It will be conducted via video conference or telephone in the Debtors' sole discretion. To successfully implement the Agreement upon the Court's entry of a Sale Order, and because the foregoing establishes "cause" under Bankruptcy Rule 6004(h), the Debtors ask a relief from the 14-day stay period under Bankruptcy Rule 6004(h). A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/y5ev48oe from PacerMonitor.com free of charge. The Purchaser: UE PARAMUS LICENSE 2020, LLC 210 Route 4 East Paramus, New Jersey 07652 Attn: Legal Department The Purchaser is represented by: Darrell M. Felsenstein, Esq. WELLS, JAWORSKI & LIEBMAN, LLP 12 Route 17 North P.O. Box 1827 Paramus, NJ 07653-1827 - and - Matthew G. Summers, Esq. BALLARD SPAHR LLP 919 N. Market Street, 11th Floor Wilmington, DE 19801 E-mail: summersm@ballardspahr.com About BL Restaurants Founded in 1991, BL Restaurants Holding, LLC operates gastrobars at various locations including lifestyle centers, traditional shopping malls, event locations, central business districts and other stand-alone specialty sites. BL Restaurants and three affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-10156) on Jan. 27, 2020. At the time of the filing, the Debtors estimated assets of between $50 million and $100 million and liabilities of between $100 million and $500 million. The petitions were signed by Howard Meitiner, CRO. The Debtors tapped Klehr Harrison Harvey Branzurg LLP as legal counsel; Configure Partners LLC as investment banker; Carl Marks Advisory Group LLC as restructuring advisor; and Epiq Bankruptcy Solutions Inc as notice and claims agent. CANTWELL WOODWORKING: Industrial Buying Holmes Assets for $101K --------------------------------------------------------------- Cantwell Woodworking, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to authorize the sale of machinery, equipment and other personal property, located at 500 Pine Street, Building 4, in Holmes, Pennsylvania, to Industrial Recovery Service, Inc. for $101,000. Among the property owned by the Debtor are the Assets, which Assets are defined in a Purchase Agreement dated June 30, 2020. The Debtor has received an offer from the Buyer/Auctioneer, licensed and bonded in the Commonwealth of Pennsylvania, to purchase the Assets outright for the sum of $101,000. The aforesaid Purchase Agreement, and an Amendment to the Purchase Agreement, dated Dec. 28, 2020, both of which have been executed by the Debtor and the Buyer, memorialize the terms and conditions agreed upon by the parties for the purchase of said Assets by the Buyer/Auctioneer. The sale of the Assets to the Buyer/Auctioneer will be free and clear of any and all liens and encumbrances. There are liens recorded against the Assets including, but not limited to, a lien in favor of the Commonwealth of Pennsylvania, Department of Revenue, in the amount of $24,981. On July 1, 2020, in accordance with the Purchase Agreement between the Debtor and the Buyer sent a deposit in the amount of $30,000, which said deposit is being held by the law firm of Hoffmeyer & Semmelman, LLC as Escrow Agent for the Buyer. Shortly after execution of the Purchase Agreement by the Seller, the Seller stopped its access to the premises upon which the Assets are located, and thereafter sought to obtain higher offers for the Assets. After unsuccessfully attempting to obtain a higher price for the Assets over a period of several months, on Dec. 28, 2020, the Debtor and the Buyer entered into the Amendment to the Purchase Agreement. Any and all proceeds of any auction or any other sale of the Assets by the Buyer, will be and remain the sole proceeds of the Buyer. The Buyer will have cost-free access to the Premises. Given the inability of Debtor to obtain a higher price for the Assets from any other source, the agreed upon Purchase Price for the Assets with the Buyer/Auctioneer is fair and reasonable, and in the best interests of the Debtor's Estate. A copy of the Agreement is available at https://tinyurl.com/y35z3est from PacerMonitor.com free of charge. The Purchaser: INDUSTRIAL RECOVERY SERVICE, INC. 365 West Cottage Place P.O. Box 5086 York, PA 17405 About Cantwell Woodworking Cantwell Woodworking, LLC, filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 21-10031). The Debtor hired Adelstein & Kaliner LLC, as counsel. CENTRO GROUP: Liquidating Trustee Taps KapilaMukamal as Accountant ------------------------------------------------------------------ Melissa Davis, the liquidating trustee appointed in the Chapter 11 cases of Centro Group, LLLC and Prohcm Holdings, Inc., received approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ KapilaMukamal as her accountant. The liquidating trustee requires an accountant to: (a) review and analyze the organizational structure of and financial interrelationships among the Debtors and their affiliates and insiders; (b) review and analyze transfers to and from the Debtors to third parties before and after the Debtors' Chapter 11 filing; (c) attend meetings; (d) review the books and records of the Debtors for potential preference payments, fraudulent transfers, or any other matters that the liquidating trustee may request; (e) prepare estate tax returns; and (f) render such other assistance in the nature of accounting services, financial consulting, valuation issues, or other financial projects as the liquidating trustee may deem necessary. The accountants have agreed to perform the foregoing services at the ordinary and usual hourly billing rates. The Debtor will reimburse the firm for out-of-pocket expenses incurred. Soneet Kapila, founding partner at KapilaMukamal, disclosed in a court filing that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Soneet R. Kapila, CPA KapilaMukamal 1000 South Federal Highway Suite 200 Fort Lauderdale, FL 33316 Direct954-712-3201 Emailkapila@kapilamukamal.com About Centro Group Centro Group, LLC is a full-service, wholesale group benefits, human capital, and technology service consulting firm committed to positioning their clients for future growth. It is headquartered in Miami, Fla., with additional offices in the Boston and St. Louis areas. Centro Group and ProHCM Holdings, Inc., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 18 23155 and 18-23156) on Oct. 23, 2018. In the petitions signed by CEO Joseph Markland, Centro Group estimated assets of less than $50,000 and liabilities of $1 million to $10 million. ProHCM disclosed $4,284,714 in assets and $4,238,898 in liabilities. Judge Jay A. Cristol oversees the cases. The Debtors tapped Shraiberg, Landau & Page, P.A., as their legal counsel; James F. Martin of ACM Capital Partners, as their CRO; and Rice Pugatch Robinson Storfer & Cohen, PLLC, as special counsel. On Nov. 9, 2018, the U.S. Trustee for Region 21 appointed an official committee of unsecured creditors in Centro Group's case. The committee tapped Kozyak, Tropin & Throckmorton, LLP as its legal counsel. The court confirmed the Debtors' Chapter 11 plan of liquidation on Dec. 17, 2020. The liquidating trustee is represented by Kozyak Tropin & Throckmorton, LLP. CHRISTOPHER & BANKS: ALCC Buying All Assets, Subject to Overbid --------------------------------------------------------------- Christopher & Banks, Corp. and affiliates ask the U.S. Bankruptcy Court for the District of New Jersey to authorize the bidding procedures in connection with the sale of substantially all assets to ALCC, LLC, subject to overbid. The aggregate Purchase Price is equal to the Assumed Liabilities, which consist of: (i) The sum of the principal amount of the term loan payable to ALCC, LLC, amounts due by the Debtors on account of the vendor program, and all interest, fees, and other amounts due by the Debtors on account of the term loan and under the vendor program, which collectively, as of the closing will be approximately $8.1 million; (ii) the Debtors' obligations for unused and accrued "paid time off" or "PTO" for those E-Commerce Business employees listed on a schedule to the Transaction Documents (approximately $73,000); (iii) the Debtors' obligations for “IBNR” in an amount not to exceed $950,000; (iv) C&B's post-petition obligations to Radial as of the closing date, which are estimated to be approximately $2.4 million. (v) Agent open purchase orders for Additional Agent Goods to be sold through the E-Commerce Business post-closing. (vi) Cure costs associated with Assumed contracts and leases in an amount to be mutually agreed upon by Buyer and the C&B. The Debtors filed these chapter 11 cases with the intent to conduct a sale process with respect to their eCommerce business and to liquidate the inventory in their 449 retail stores. A simultaneous sale and wind-down of their business operations is necessary to conserve liquidity and maximize the value of their assets in response to the COVID-19 pandemic that forced the closure of their stores in March of 2020. In light of these unanticipated and insurmountable obligations, the Debtors have decided that it is in the best interests of their estates, creditors, and other parties in interest to pursue an orderly liquidation of their assets through the chapter 11 process. To that end, on Nov. 4, 2020, the Debtors engaged B. Riley Securities, Inc. to provide investment banking services with respect to their retail and eCommerce business assets. Upon its retention, B. Riley immediately began conducting due diligence on the E-Commerce business assets and the Debtors' operations. After considering the reasonably available possible courses of action, the Debtors determined that a sale of all or substantially all of their assets was in the best interest of the Debtors, their creditors, and all parties in interest. Beginning in December 2020, B. Riley commenced an extensive process to market the Debtors' assets for sale to numerous prospective purchasers. On Jan. 20, 2021, the Debtors' board of directors authorized the Debtors to enter into a letter of intent with the Buyer, on behalf of itself and/or its affiliates or assigns, as the Stalking Horse Bidder, and on Jan. 22, 2021 the Debtors and the Stalking Horse Bidder entered into such a letter of intent. The Stalking Horse LOI outlines the terms on which the Stalking Horse Bidder will acquire substantially all of the Debtors' remaining assets. It contemplates execution of the an asset purchase agreement acceptable to the Debtors and the Stalking Horse Bidder on Jan. 27, 2021 (unless such deadline is extended upon the mutual agreement of the parties), which would supersede the Stalking Horse LOI in all respects. Additionally, if executed, the Stalking Horse Agreement will provide the Stalking Horse Bidder with certain customary stalking horse bid protections, in the form of an Expense Reimbursement, if the Stalking Horse Bidder is ultimately not the successful purchaser of the Debtors' assets. As they move forward with implementing the procedures outlined in the Motion, the Debtors will continue to market and solicit offers for the Acquired Assets to a wide range of potential purchasers and will work diligently with all parties that have expressed an interest in the Debtors' assets. In this way, they intend to maximize the number of participants in the sale process. By the Motion, the Debtors ask authority to, among other things, provide the Stalking Horse Bidder with standard stalking horse bid protections in the Stalking Horse LOI, in the form of reimbursement of the Stalking Horse Bidder's expenses incurred in connection with the Stalking Horse Agreement, and the due diligence performed by the Stalking Horse Bidder, which collectively will not exceed $350,000. Within two days of the Closing Date, the Successful Bidder will designate all executory contracts and unexpired leases as either "Assumed," "Rejected," or "Designated." The Designated contracts will be maintained by the Debtors for 30 days after the Closing Date (which may be extended with the consent of the Debtors) with the Successful Bidder to receive the benefits of such Designated contracts/leases and be responsible for the obligations under such contracts/leases from the Closing Date until the Successful Bidder designates such Designated contracts/leases as "Assumed" or "Rejected," at which time the Debtors will use their best efforts to effectuate such determination. The salient terms of the Bidding Procedures are: a. Bid Deadline: Feb. 17, 2021, at 4:00 p.m. (ET) b. Initial Bid: $650,000 over and above the aggregate of the Stalking Horse Purchase Price, plus the Expense Reimbursement of $350,000 c. Deposit: 10% of the Purchase Price d. Auction: In the event that the Debtors timely receive a Qualified Bid in addition to the Qualified Bid of the Stalking Horse Bidder, they intend to conduct an Auction for the Acquired Assets. An open Auction, if one is held, will commence on Feb. 19, 2021 at 10:00 a.m. (ET) virtually through Zoom, GoToMeeting, WebEx or similar platform that allows parties to participate remotely, or such other time and location as will be timely communicated to all parties entitled to attend the Auction. The Auction will be documented, recorded, or videotaped. e. Bid Increments: $250,000 f. Sale Hearing: Feb. 22, 2021, at 10:00 a.m. (ET) g. Target for Notice of Successful Bidder to be Filed: Feb. 20, 2021, at 4:00 p.m. (ET) h. Closing: Feb. 26, 2021 i. Credit Bidding: The Bidding Procedures do not ask to allow, disallow or affect in any manner credit bidding pursuant to section 363(k) of the Bankruptcy Code. In the interest of attracting the best offers, and except as may be provided otherwise in the Stalking Horse Agreement, the Acquired Assets will be sold free and clear of any and all liens, claims, interests, and other encumbrances, with any such liens, claims, interests, and encumbrances attaching to the proceeds of the applicable sale. Within two business days of the entry of the Bidding Procedures Order, or as soon as reasonably practicable thereafter, the Debtors will serve the Sale Notice upon the Sale Notice Parties. Within five business days of entry of the Bidding Procedures Order, or as soon as practicable thereafter, the Debtors will publish the Sale Notice, with such modifications as may be appropriate for purposes of publication, once in the National Edition of The New York Times and, to the extent the Debtors deem appropriate, in any other local or regional publications. In connection with the Sale, the Debtors anticipate that they will assume and assign to the Successful Bidder (or its designated assignee(s)) certain of the Contracts and Leases set forth on the schedule of assumed contracts. As soon as reasonably practicable, the Debtors will file with the Court, and cause to be published on the Case Information Website, the Potential Assumption and Assignment Notice. The Assumption and Assignment Objection Deadline is no later than at 4:00 p.m. (ET) 14 days after filing and service of the Potential Assumption and Assignment Notice. The Debtors believe that any Sale should be consummated as soon as practicable to preserve and maximize value. Accordingly, they ask that any Sale Order approving the sale of the Acquired Assets and the assumption and assignment of the Contracts and Leases be effective immediately upon entry of such order and that the 14-day stay under Bankruptcy Rules 6004(h) and 6006(d) be waived. A copy of the Bidding Procedures is available at https://tinyurl.com/yy388mfb from PacerMonitor.com free of charge. About Christopher & Banks Christopher & Banks Corporation (OTC: CBKC) is a Minneapolis-based specialty retailer featuring exclusively designed privately branded women's apparel and accessories. As of Jan. 13, 2021, the Company operates 449 stores in 44 states consisting of 315 MPW stores, 76 Outlet stores, 31 Christopher & Banks stores, and 28 stores in its women's plus size clothing division CJ Banks. The Company also operates the www.ChristopherandBanks.com eCommerce website. Christopher & Banks Corporation and two affiliates sought Chapter 11 protection (Bankr. D.N.J. Lead Case No. 21-10269) on Jan. 13, 2021. As of Dec. 14, 2020, the Company had $166,396,185 in assets and $105,639,182 in liabilities. The Hon. Andrew B. Altenburg Jr. is the case judge. The Company's restructuring counsel is Cole Schotz P.C., its financial advisor is BRG, LLC, and its investment banker is B. Riley Securities Inc. Omni Management Solutions is the claims agent. CHS/COMMUNITY HEALTH: S&P Rates New Senior Secured Notes 'B-' ------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating (one notch above its 'CCC+' issuer credit rating) and '2' recovery rating to the proposed senior secured notes due 2031 issued by Community Health Systems Inc.'s subsidiary CHS/Community Health Systems Inc. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 70%) recovery for the debtholders in the event of a payment default. The new debt will enable Community Health to refinance its existing senior secured notes due 2024, which S&P rates at the same level as the new notes. S&P said, "All of our other ratings on Community Health, including our 'CCC+' issuer credit rating and stable outlook, remain unchanged and continue to reflect our improved view of the company's operations and our belief that the risk of additional distressed exchanges or a payment default have declined following its recent financial transactions. However, our ratings also incorporate our belief that the long-term sustainability of Community Health's capital structure is still at risk, especially given the uncertainty stemming from the coronavirus pandemic." CICI'S HOLDINGS: Gets Court OK to Tap Part of $9M Bankruptcy Loan ----------------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Cici's Holdings Inc. received court permission to immediately access $750,000 of its $9 million bankruptcy loan to keep its business afloat as the pizza chain readies to hand over ownership to a creditor. The interim financing, approved Wednesday, Jan. 27, 2021, by Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas, includes $250,000 in new funds plus a $500,000 roll-up of the company's prepetition debt. About CiCi's Holdings CiCi's Holdings Inc. is the owner, operator, and franchisor 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. CiCi's Holdings, Inc., and its affiliates sought Chapter 11 protection (Bankr. N.D. Tex. Lead Case No. 21-30146) on Jan. 25, 2021, with a restructuring support agreement for a plan that would have lender D&G Investors LLC take over ownership. D&G is an affiliate of private investment firm Gala Capital. Cici's Holdings was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities as of the bankruptcy filing. The Hon. Stacey G. Jernigan is the case judge. The Debtors tapped Gray Reed & McGRAW LLP as bankruptcy counsel, and Piper Sandler & Co. as investment banker. Stretto is the claims agent. COMMUNITY HEALTH: Unit Prices $1.095B Senior Secured Notes Due 2031 ------------------------------------------------------------------- Community Health Systems, Inc.'s wholly owned subsidiary, CHS/Community Health Systems, Inc., has priced an offering of $1.095 billion aggregate principal amount of its 4.750% Senior Secured Notes due 2031. The sale of the Notes is expected to be consummated on or about Feb. 9, 2021, subject to customary closing conditions. The Issuer intends to use the net proceeds of the Notes Offering, together with cash on hand, to redeem all of its outstanding 8.625% Senior Secured Notes due 2024 and to pay related fees and expenses. The Notes are being offered in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. About Community Health Systems Inc. Community Health Systems, Inc. -- http://www.chs.net-- is a publicly traded hospital company and an operator of general acute care hospitals in communities across the country. The Company, through its subsidiaries, owns, leases or operates 99 affiliated hospitals in 17 states with an aggregate of approximately 16,000 licensed beds. The Company's headquarters are located in Franklin, Tennessee, a suburb south of Nashville. Community Health reported a net loss attributable to the Company's stockholders of $675 million for the year ended Dec. 31, 2019, following a net loss attributable to the Company's stockholders of $788 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $16.51 billion in total assets, $17.99 billion in total liabilities, $481 million in redeemable noncontrolling interests in equity of consolidated subsidiaries, and a total stockholders' deficit of $1.95 billion. * * * As reported by the TCR on Dec. 29, 2020, S&P Global Ratings raised its issuer credit rating on Community Health Systems Inc. to 'CCC+' from 'SD' (selective default) and raised its rating on the company's unsecured debt due 2028 to 'CCC-' from 'D'. S&P said the company's recent financial transactions have improved its maturity profile and lowered interest costs. In November 2020, Fitch Ratings affirmed the Long-Term Issuer Default Ratings (IDR) of Community Health Systems, Inc. (CHS) and subsidiary CHS/Community Health Systems, Inc. at 'CCC'. CONCHO RESOURCES: Egan-Jones Withdraws BB- Senior Unsecured Ratings ------------------------------------------------------------------- Egan-Jones Ratings Company, on January 19, 2021, withdrew its 'BB-' foreign currency and local currency senior unsecured ratings on debt issued by Concho Resources Incorporated. Headquartered in Midland, Texas, Concho Resources Inc. acquires, develops, and explores for oil and natural gas properties. CP VI BELLA: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings revised its outlook on CP VI Bella Midco LLC (d/b/a MedRisk) to stable from negative. At the same time, S&P affirmed its 'B' long-term issuer credit rating on the company. S&P affirmed its 'B' debt rating on MedRisk's first-lien revolver due 2022 and first-lien term loan due 2024. The recovery ratings on these debt issues are both '3', indicating meaningful recovery (rounded estimate: 65%) of principal in the event of a payment default. S&P also affirmed its 'CCC+' debt rating on MedRisk's second-lien term loan due 2025. The recovery rating on this debt issue is '6', indicating negligible recovery (0%) of principal in the event of a payment default. The outlook revision is based on MedRisk's revenue and earnings stability through the pandemic. MedRisk's key credit metrics--leverage of 5.1x and EBITDA interest coverage of 2.8x as of Sept. 30, 2020--also support the stable outlook. S&P said, "The stable outlook reflects our view that MedRisk's financial performance and credit metrics will improve modestly in 2021 as PT visits gradually increase during the year. We expect revenue growth of 5%-10% in 2021 and similar adjusted EBITDA growth, supported by a stable EBITDA margin. We expect leverage of 4.75x-5.25x and adjusted EBITDA interest coverage of 2.75x-3.25x by year-end 2021." "We could lower our rating in 2021 if MedRisk's leverage increases to 7x or EBITDA interest coverage decreases to below 2x. For leverage to reach 7x, revenue would need to drop by 20% and adjusted EBITDA margin would need to decrease by about 2% (at the same time)." "An upgrade is unlikely in 2021. MedRisk's financial sponsor ownership dictates its long-term financial policy, and we do not foresee leverage being sustained below 5x for extended periods of time." CUKER INTERACTIVE: Denial of Bid to Compel Arbitration Affirmed --------------------------------------------------------------- Judge Cathy Ann Bencivengo of the United States District Court for the Southern District of California affirmed the bankruptcy court's denial of the petition filed by Pillsbury Winthrop Shaw Pittman LLP to compel arbitration of a lien dispute with debtor Cuker Interactive, LLC. Pillsbury represented Cuker in litigation against Walmart in Arkansas. After a jury trial, the Arkansas District Court entered judgment in favor of Cuker for $745,021 in damages and $2,664,262.44 in attorney's fees and sanctions. On December 13, 2018, Cuker filed for Chapter 11 bankruptcy. Pillsbury filed a proof of claim asserting a claim for $1,637,418.71 secured by an attorney's lien on the judgment and proceeds of the Walmart lawsuit and perfected by a December 8, 2017 letter to Walmart's counsel. On May 29, 2020, Cuker filed an adversary proceeding against Pillsbury to determine whether Pillsbury's claim is secured or unsecured. In a motion for summary judgment filed shortly thereafter, Cuker asked the bankruptcy court to determine as a matter of law that Pillsbury's claim is a general unsecured claim not entitled to priority. Pillsbury filed a petition to compel arbitration of the adversary proceeding based on an arbitration provision in Pillsbury's engagement letter with Cuker. After a hearing, the bankruptcy court issued a letter opinion denying Pillsbury's petition. The bankruptcy court gave three reasons for its decision: (1) the lien dispute is not covered by the arbitration provision in the engagement letter; (2) the engagement letter does not reflect an agreement to arbitrate the threshold arbitrability of the lien dispute; and (3) even if the lien dispute was arbitrable, the bankruptcy court would exercise its discretion to retain jurisdiction. On September 18, 2020, Pillsbury filed a notice of appeal of this ruling and a statement of election to have the appeal heard in the district court. Three criteria were used by the bankruptcy court for determining whether arbitration would conflict with the bankruptcy code: (1) having bankruptcy law issues decided by bankruptcy courts; (2) centralizing resolution of bankruptcy disputes; and (3) avoiding piecemeal litigation. Judge Bencivengo was not persuaded that the bankruptcy court's application of these factors to the facts and circumstances of the lien dispute was illogical, implausible, or without support of the record. Accordingly, the judge found that the bankruptcy court did not abuse its discretion in retaining jurisdiction over the lien dispute even if the arbitration provision in the engagement agreement applied to that dispute. Because the judge found that the bankruptcy court did not abuse its discretion, she no longer found the need to consider Pillsbury's separate arguments that the bankruptcy court incorrectly determined that it could decide the threshold arbitrability issue and that the lien dispute is not covered by the arbitration provision in Pillsbury's engagement letter with Cuker. . The case is In Re: CUKER INTERACTIVE, LLC, Debtor. PILLSBURY WINTHROP SHAW PITTMAN, LLP, Appellant, v. CUKER INTERACTIVE, LLC, Appellee, Case No. 20-CV-01854-CAB-BLM (S.D. Cal.). A full-text copy of Judge Bencivengo's order dated January 20, 2021 is available at https://tinyurl.com/y6q8ffeg from Leagle.com. About Cuker Interactive Cuker Interactive, LLC -- https://www.cukeragency.com/ -- is a digital marketing, design, and eCommerce agency. Based in Carlsbad, Calif., Cuker Interactive filed a Chapter 11 petition (Bankr. S.D. Cal. Case No. 18-07363) on Dec. 13, 2018. In the petition signed by CEO Aaron Cuker, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Michael D. Breslauer, Esq., at Solomon Ward Seidenwurm & Smith, LLP, is the Debtor's bankruptcy counsel. DELTA AIR: Egan-Jones Lowers Senior Unsecured Ratings to B ---------------------------------------------------------- Egan-Jones Ratings Company, on January 20, 2021, downgraded the foreign currency and local currency senior unsecured ratings on debt issued by Delta Air Lines Incorporated to B from B+. EJR also downgraded the rating on commercial paper issued by the Company to B from A3. Headquartered in Atlanta, Georgia, Delta Air Lines, Inc. provides scheduled air transportation for passengers, freight, and mail over a network of routes. DIAMOND SPORTS: S&P Lowers ICR to 'CCC+'; Outlook Negative ---------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Diamond Sports Holdings LLC (DSH) and its subsidiary Diamond Sports Group LLC (DSG) to 'CCC+' from 'BB-' because it views the capital structure as unsustainable and believes the company could potentially restructure its debt. S&P said, "The negative outlook reflects the risk of a subpar debt exchange or repurchase, our view that the capital structure is unsustainable, the potential for additional delays or cancellations of sporting events, and uncertainty regarding the company's ability to improve carriage of the RSNs." "We no longer expect SBG to provide support to DSG. We believe SBG management remains interested in owning DSG as part of its efforts to become a large diversified media company. However, we believe management's comments that DSG could pursue debt exchanges, receivable financings, or designate subsidiaries as unrestricted suggest that SBG's subsidiary Sinclair Television Group Inc. (STG; the owner of SBG's television broadcast assets) is unlikely to provide cash or other assets to DSG and that STG's health remains a priority." "We view DSG's capital structure as unsustainable. We estimate DSG's leverage will increase above 10x in 2021 from the mid-7x area in 2020 due to a 35%-40% decline in EBITDA from lower distribution revenue and higher sports programming fees. We expect EBITDA (excluding new carriage contracts) will decline over the next two to three years and the company will generate minimal discretionary cash flow (after payments to minority shareholders), limiting its ability to materially reduce leverage. Therefore, we believe the company depends on favorable business, financial, and economic conditions to meet its financial commitments longer term." S&P's base-case forecast assumes: -- The MLB plays a full season in 2021, there is no additional rebate accrual to video distributors in 2021, and the regional sports networks (RSNs) regain carriage on YouTube TV, Hulu, and DISH by mid-2021. -- Revenue increases 20%-25% in 2021 from new distribution contracts, an increase in advertising from a full year of sporting events, and no additional rebate accruals to video distributors. S&P expects 4%-6% revenue growth in 2022 due to a full year of distribution revenue from new contracts signed in 2021 and continued growth in advertising revenue. -- Adjusted EBITDA margins contract to 21%-24% in 2021 and 2022 from 41%-43% in 2020. While S&P expects revenue growth in 2021 from new distribution contracts and advertising, it expects the company's revenue will still be lower than historical levels due to elevated subscriber erosion. This, combined with normalized sports programming and production expenses (as the regular schedule of sports resumes), will cause the company's margin to be lower in 2021. -- EBITDA does not add back non-recurring costs and is calculated based on the amortization of sports programming rights and not cash payments for sports rights. While S&P expects these figures to converge in 2021, the amortization of sports programming rights was materially lower than the cash payments for sports rights in 2020. -- Discretionary cash flow (after payments to minority shareholders) is negligible in 2021 and less than $50 million in 2022. S&P said, "We expect DSG's revenue (excluding new carriage contracts) will decline in the low-single-digit percent area over the next few years as distribution revenue declines from ongoing subscriber churn and as growth from advertising, sports betting, and digital initiatives take time to scale. At the same time, we expect a material step-up in sports programming costs in 2021 as more games are played, particularly during the 2021 MLB season (the 2020 season was limited to just 60 games, less than half of a regular season). Beyond 2021, we expect sports programming costs, which are largely fixed, will increase in the mid-single-digit percent area." "We believe DSG could restructure its debt. We believe the company could pursue a subpar debt exchange or redemption given our view that there is limited ability to reduce leverage organically over the next few years. Alternatively, we believe the company could consider a comprehensive restructuring of its capital structure given its heavy debt burden of more than $8 billion. DSG's debt has also traded at a significant discount since the beginning of the pandemic. If current trading levels persist, it could increase the potential for a transaction. However, a transaction may not occur over the near term since DSG has no material debt maturities until 2026 and we believe it currently has adequate liquidity, supported by its cash balance ($347 million) and availability under its revolving credit facility ($227.5 million)." Environmental, social, and governance (ESG) credit factors for this credit rating change: -- Health and safety The negative outlook reflects the risk of a subpar debt exchange or repurchase, S&P's view that the capital structure is unsustainable, potential additional delays or cancellations of sporting events, and uncertainty regarding the company's ability to improve carriage of the RSNs. S&P could lower the rating if: -- The company pursues a subpar debt exchange or redemption; or -- Declines in distribution revenue do not abate, while growth in advertising also stalls, causing the company's discretionary cash flow to become negative. S&P could revise the outlook to stable if: -- The risk of a subpar debt exchange or redemption declines; -- The company grows distribution revenue through increased carriage on DISH and either YouTube TV or Hulu; and -- It materially grows its other revenue streams, resulting in stable EBITDA and improved free operating cash flow over the next couple of years. DIFFUSION PHARMACEUTICALS: Regains Compliance with Nasdaq Rule -------------------------------------------------------------- Diffusion Pharmaceuticals Inc. received a written notice from the staff of the Listing Qualifications Department of The Nasdaq Stock Market, LLC on Jan. 26, 2021, confirming that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company's common stock had closed above $1.00 per share for the previous 10 consecutive business days. As previously reported, on Oct. 9, 2020, the Company received a written notice from the Staff indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) because the bid price for the Company's common stock had closed below $1.00 per share for the previous 30 consecutive business days. The January Notice confirmed this matter is now closed. About Diffusion Pharmaceuticals Diffusion Pharmaceuticals Inc. is an innovative biotechnology company developing new treatments that improve the body's ability to bring oxygen to the areas where it is needed most, offering new hope for the treatment of life-threatening medical conditions. Diffusion's lead drug TSC was originally developed in conjunction with the Office of Naval Research, which was seeking a way to treat hemorrhagic shock caused by massive blood loss on the battlefield. Diffusion reported a net loss of $11.80 million for the year ended Dec. 31, 2019, compared to a net loss of $18.37 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $31.92 million in total assets, $3.19 million in total liabilities, and $28.72 million in total stockholders' equity. KPMG LLP, in McLean, Virginia, the Company's auditor since 2015, issued a "going concern" qualification in its report dated March 17, 2020 citing that the Company has suffered recurring losses from operations, has limited resources available to fund current research and development activities, and will require substantial additional financing to continue to fund its research and development activities that raise substantial doubt about its ability to continue as a going concern. DITECH HOLDING: Court Expunges Donahue Contested Claims ------------------------------------------------------- In the case captioned In re: Ditech Holding Corporation, et al., Chapter 11, Debtors, Case No. 19-10412 (JLG) (Jointly Administered) (Bankr. S.D.N.Y.), Judge James L. Garrity, Jr. of the United States Bankruptcy Court for the Southern District of New York sustained the 11th and 28th omnibus objections to the proof of claims against Michael J. Donahue. The judge found that Donahue has not met his burden of demonstrating that his claims are plausible on their face. The Plan Administrator and Consumer Representative objected to the two claims filed by Donahue against the debtors. They sought to expunge those claims for having no basis based on the debtors' books and records. The Donahue Contested Claims are: (1) Claim No. 24629 Debtor: Ditech Holding Corporation Amount: $1,800,000 Status: Secured non-priority, administrative expense claim under 11 U.S.C. Section 503(b)(9) (2) Claim No. 60123 Debtor: Ditech Holding Corporation Amount: $1,800,000 Status: Administrative expense claim under 11 U.S.C. Section 503 In or about April 1995, Donahue purchased a house located at 4106 Prospect Avenue, Los Angeles, CA 90027. He financed the purchase with a residential mortgage loan on the property that was serviced by Bank of America (BofA). At some point the servicing rights were transferred to Ditech Financial LLC (f/k/a Green Tree Servicing LLC. In September 2001, he was diagnosed with AIDS. In 2009 he lost his job when his employer of 19 years discovered his HIV status. The bottom five discs in his spine are crushed, and he has been on Social Security Disability Income since March 2010. Beginning in or about the middle of 2017, Donahue attempted "to get a loan modification from Ditech [Financial] but was denied 3 times." Donahue also said that he was denied a loan modification under the Federal Housing Administration's (FHA) home loan modification program. He maintained that the denial was because he was discriminated against because he is gay, and a person living with AIDS for the last 19 years. He says that Ditech was trying to force him into foreclosure and that they freely acknowledged they were denying his rights to qualify for the FHA home loan modification programs. To avoid foreclosure, Donahue sold the property to an investor developer for $785,000, at least $300,000 below market value of the property according to Zillow estimates. In both claims, Donahue sought damages totaling $1.8 million. He asserted that his plan had been to remain in Hollywood until he was 67, at which time, he believes the property would easily have been worth $1.8 million. He asserted that because he was forced to sell due to Ditech's discrimination, predatory lending, and refusal to allow him his FHA qualified home loan modification, he lost most of his planned retirement and the equity he would have otherwise had in the property. He maintained that Ditech's actions cost him $1.8 million. Donahue made three arguments in support of his contested claims. However, Judge Garrity found that Donahue's conclusory allegations in support of those claims are not supported by the documents he has submitted. First, Donahue asserted that "Bank of America wholly owned Greentree and Ditech and used them to commit mortgage crimes." He complained that in 1995, BofA commissioned a fraudulent appraisal of the property, and, as a consequence, he was "saddled" with a home that "would have to be enlarged, or sold for cash, or to a developer." However, Judge Garrity found that the alleged fraudulent appraisal of the property occurred in 1995, years before Ditech Financial became the servicer for the property. Thus, the judge concluded that Donahue alleges fraud and other wrongdoing on the part of BofA, not Ditech Financial. Next, Donahue maintained that Ditech acted improperly in denying him an FHA Home Loan Modification but did not allege that his loan was insured by the FHA and subject to FHA loss mitigation guidelines. However, Judge Garrity noted that, while the Making Homes Affordable Program offered a variety of loss mitigation alternatives, the program ended on December 31, 2016, before Donahue sought any loan modification. Further, the judge also stated that even as Donahue contended that Ditech Financial wrongly failed to grant him a loan modification, he conceded that Ditech Financial offered him a loan modification that he rejected as insufficient because even with the proposed $120 monthly savings under the modified loan, he could not afford the mortgage payments. Finally, in support for his assertion that Ditech Financial was trying to force him into foreclosure, Donahue contended that Ditech Financial's "legal team charge[d] [him] $12,000.00 just to 'reinstate' [the] loan when it was not even legally in foreclosure." However, Judge Garrity found that Donahue did not challenge the reinstatement amount and did not deny that he was behind on his mortgage payments. Lastly, Donahue alleged that he was denied a modification of the loan due to discrimination because he is gay, and a person living with AIDS for the last 19 years. However, Judge Garrity found that even assuming that Donahue could qualify as a member of a protected class, he has not alleged facts in support of the claims of discrimination. A full-text copy of Judge Garrity's memorandum decision and order dated January 20, 2021 is available at https://tinyurl.com/y2ntykwp from Leagle.com. Ditech Holding Corporation is represented by: Richard Slack, Esq. Sunny Singh, Esq. WEIL, GOTSHAL & MANGES, LLP 767 Fifth Avenue New York, NY 10153-0119 Tel: (212) 310-8000 Email: richard.slack@weil.com sunny.singh@weil.com About Ditech Holding Corporation Ditech Holding Corporation and its subsidiaries -- http://www.ditechholding.com/-- are independent servicer and originator of mortgage loans. Based in Fort Washington, Pennsylvania, the Debtors have approximately 3,300 employees and service a diverse loan portfolio. Ditech Holding and certain of its subsidiaries, including Ditech Financial LLC and Reverse Mortgage Solutions, Inc., filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 19 10412) on Feb. 11, 2019, after reaching terms with lenders of a Chapter 11 plan that will reduce debt by $800 million. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel, Houlihan Lokey as investment banker and AlixPartners LLP as financial advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. Kirkland & Ellis LLP and FTI Consulting Inc. serve as the consenting term lenders' legal counsel and financial advisor, respectively. The U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in the Debtors' cases on Feb. 27, 2019. The creditors' committee tapped Pachulski Stang Ziehl & Jones LLP as its legal counsel and Goldin Associates, LLC, as its financial advisor. On May 2, 2019, the U.S. trustee appointed an official committee of consumer creditors. The consumers committee tapped Quinn Emanuel Urquhart & Sullivan, LLP, as counsel and TRS Advisors LLC, as financial advisor. EARTH ENERGY: Trustee Seeks to Hire Financial Advisor, Appoint CRO ------------------------------------------------------------------ Eric Terry, the Chapter 11 Subchapter V Trustee for Earth Energy Renewables, LLC, seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to hire Macco Restructuring Group, LLC as his financial advisor and designate Drew McManigle as chief restructuring officer. The trustee requires a financial advisor to: a. provide business and debt restructuring advice; b. manage the due diligence requests and other items that may be requested by the Debtor's various constituents as part of the restructuring process; c. coordinate with the Debtor, the trustee, financial advisors, employees and management; d. manage the Debtors' liquidity and identify and implement both short-term and long-term liquidity generating initiatives; e. make operational decisions; f. evaluate and make recommendations and decisions in connection with strategic alternatives to maximize the value of the Debtor; and g. make business decisions, utilizing the CRO's business judgment, including any other professional services that may become necessary; The trustee also needs business advice and consultation services, including: a. reviewing and assessing the Debtor's presented key financial drivers including, but not limited to, revenue drivers, collections, fixed, variable, direct and indirect expenses and overhead; b. evaluating the Debtor's near-term business plan, financial forecast, and budget assumptions, including cash flow feasibility; c. preparing a weekly 13-week cash flow forecast and related financial and business models that can be utilized by management, advisors, and others to identify potential opportunities to enhance the Debtor's liquidity; d. providing business and debt restructuring advice, including business strategy and other key elements of the Debtor; e. assisting the trustee and the Debtor in managing the due diligence requests and other items that may be requested by various constituents as part of the bankruptcy process; f. assisting in the preparation of the statement of financial affairs and schedules, monthly operating reports and other similar regular Chapter 11 administrative, financial, and accounting reports required by the bankruptcy court as well as aiding in such areas as testimony before the bankruptcy court on matters that are within Macco's areas of expertise. g. working with the trustee to further identify and implement both short-term and long-term liquidity generating initiatives. h. reviewing assets to determine salability and providing monetization alternatives; i. assisting in or directly implementing cost containment procedures; j. directing, supervising, hiring or terminating the Debtor's employees, consultants, and professionals (subject to applicable law and contractual obligations of the Debtor); k. managing and controlling cash, cash transfers, cash inflows or outflows and financing commitments (such as contractual obligations and compensatory agreements) that involve cash transactions; l. cancelling, committing to, or renegotiating contracts, whether existing or otherwise; and m. negotiating with the Debtor's creditors, prospective purchasers, equity holders, equity committees, official committee of unsecured creditors and all other parties-in-interest. The firm will be paid at these rates: Managing Directors: $500 - $750 per hour Directors: $400 - $525 per hour Senior Financial Analysts: $350 - $475 per hour Financial Analysts: $175 - $350 per hour Administrative Staff: $100 - $200 per hour Travel and Transit Time: 50 percent of hourly rates Mr. McManigle, managing director at Macco, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached through: Drew McManigle Macco Restructuring Group, LLC 700 Milam St #1300 Houston, TX 77002 Tel:410-350-1839 Email: Tel:410-350-1839 About Earth Energy Renewables Based in Canyon Lake, Texas, Earth Energy Renewables, LLC is a company focused on commercializing bio-based chemicals and fuels. The company has demonstrated success in creating high-margin green alternatives to petroleum-based products. Visit http://www.ee-renewables.comfor more information. Earth Energy Renewables sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-51780) on Oct. 20, 2020. Jeff Wooley, manager, signed the petition. At the time of the filing, the Debtor had estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Judge Ronald B. King oversees the case. The Law Offices of Frank B. Lyon is the Debtor's legal counsel. Eric Terry, Chapter 11 trustee, tapped Chamberlain, Hrdlicka, White, Williams & Aughtry, P.C. as his counsel, and William G. West, P.C., CPA as his accountant. EVERGREEN MORTGAGE: Seeks to Hire DeBeaubien Simmons as Counsel --------------------------------------------------------------- Evergreen Mortgage Notes, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire deBeaubien, Simmons, Knight, Mantzaris & Neal, LLP as its legal counsel. The firm's services include: a. advising the Debtor with respect to its powers and duties in the continued operation of its business; b. advising the Debtor on general bankruptcy matters; c. preparing legal papers; d. representing the Debtor at court hearings; e. prosecuting and defending litigated matters; f. negotiating transactions and preparing any necessary documentation related thereto; g. representing the Debtor on matters relating to the assumption or rejection of executory contracts and unexpired leases; h. advising the Debtor on general legal matters which may arise during the pendency of its Chapter 11 case; i. representing the Debtor in any adversary proceedings prosecuting its claims or seeking the avoidance or return of payments to insiders and creditors; and j. other legal services. The firm received $90,000 to pay the filing fee and fund a settlement with a group of unsecured creditors in the amount of $60,000. The firm is a "disinterested person" within the meaning of 11 U.S.C. Sec. 101(14), according to court filings. The firm can be reached through: Andrew S. Ballentine, Esq. deBeaubien, Simmons, Knight, Mantzaris & Neal, LLP 332 North Magnolia Avenue Orlando, FL 32801-1609 Tel: 407-422-2454 Fax: 407-849-1845 Email: aballentine@dsklawgroup.com About Evergreen Mortgage Notes Evergreen Mortgage Notes, LLC is engaged in activities related to real estate. Evergreen Mortgage Notes sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 20-07071) on Dec. 31, 2020. Marc Younger, chief executive officer, signed the petition. The Debtor reported total assets of $459,500 and total liabilities of $1.27 million at the time of the filing. The Debtor tapped Andrew S. Ballentine, Esq., at de Beaubien, Simmons, Knight, Mantzaris & Neal, LLP, as its legal counsel. FERRELLGAS PARTNERS: Hires Prime Clerk as Administrative Advisor ---------------------------------------------------------------- Ferrellgas Partners LP and Ferrellgas Partners Finance Corp. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as their administrative advisor. The Debtors require Prime Clerk to: a. assist with, among other things, solicitation, balloting, and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back-offices, and institutional holders; 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; e. manage and coordinate any distributions pursuant to a chapter 11 plan; and f. provide such other processing, solicitation, balloting, and other administrative services described in the Engagement Agreement, but not covered by the Section 156(c) Order, as may be requested from time to time by the Debtors, the Court, or the Office of the Clerk of the Bankruptcy Court. Prime Clerk will be paid at these hourly rates: Director of Solicitation $210 Solicitation Consultant $190 COO and Executive VP No charge Director $175-$195 Consultant/Senior Consultant $65-$165 Technology Consultant $35-$95 Analyst $30-$50 Prime Clerk will be paid a retainer of $25,000. Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Benjamin J. Steele, vice president of Prime Clerk LLC, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prime Clerk can be reached at: Benjamin J. Steele PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY10022 Tel: (212) 257-5450 E-mail: bsteele@primeclerk.com About Ferrellgas Partners Ferrellgas Partners, LP is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and non-debtor Ferrellgas, LP. Ferrellgas Partners Finance is a Delaware corporation formed in 1996 and has nominal assets, no employees and does not conduct any operations, but solely serves as co-issuer and co-obligor for the 2020 Notes. Ferrellgas, primarily through non-debtor OpCo, is a distributor of propane and related equipment and supplies to customers in the United States. Ferrellgas' market areas for residential and agricultural customers are generally rural while the market areas for industrial and commercial and portable tank exchange customers are generally urban. Ferrellgas Partners LP and Ferrellgas Partners Finance filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 21-10021 and 21-10020) on Jan. 11, 2021. James E. Ferrell, chief executive officer and president, signed the petitions. At the time of the filing, Ferrellgas Partners, LP was estimated to have $100 million to $500 million in both assets and liabilities while Ferrellgas Partners Finance was estimated to have less than $50,000 in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Squire Patton Boggs (US) LLP as primary bankruptcy and restructuring counsel; Chipman, Brown, Cicero & Cole, LLP as local bankruptcy counsel; Moelis & Company LLC as investment banker; and Ryniker Consultants as financial advisor. Prime Clerk LLC is the claims, noticing & solicitation agent. FERRELLGAS PARTNERS: Hires RK Consultants as Financial Advisor -------------------------------------------------------------- Ferrellgas Partners LP and Ferrellgas Partners Finance Corp. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ RK Consultants LLC, f/k/a Ryniker Consultants LLC as their financial advisor. The firm's services include: (a) preparing monthly operating reports in accordance with the Local Bankruptcy Rules and the guidelines of the Office of the United States Trustee; (b) preparing a cash flow budget, cash management, and distribution of funds; (c) performing an investigation and analyses of potential claims and recoveries, including analyzing transactions with vendors, insiders, and related and/or affiliated companies; (d) analysing liquidation or sale of Debtors' business and assets; (e) reconciling proofs of claim and claims asserted against the Debtors' estates, if any; (f) preparing a plan of reorganization; and (g) such other financial advisory advice and services as Debtors may require in connection with these Chapter 11 Cases and any related proceedings. The firm's standard hourly rates are: Brian Ryniker $400 Karl Knechtel $350 Michael Rizz $350 The firm received a total of $101,385 for this engagement from Ferrellgas Partners, L.P.'s non-debtor affiliate, Ferrellgas, L.P., and after paying its invoices current immediately prior to filing the petition, the firm is holding the sum of $1,345 as of the Petition Date as a pre-petition retainer. The firm is a "disinterested person" as that term is defined in Bankruptcy Code section 101(14), according to court filings. The firm can be reached through: Brian K. Ryniker, CIRA RK Consultants LLC 156 Dubois Avenue, Floor 2 Sea Cliff, NY 11579 Email: brian@rynikerllc.com About Ferrellgas Partners Ferrellgas Partners, LP is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and non-debtor Ferrellgas, LP. Ferrellgas Partners Finance is a Delaware corporation formed in 1996 and has nominal assets, no employees and does not conduct any operations, but solely serves as co-issuer and co-obligor for the 2020 Notes. Ferrellgas, primarily through non-debtor OpCo, is a distributor of propane and related equipment and supplies to customers in the United States. Ferrellgas' market areas for residential and agricultural customers are generally rural while the market areas for industrial and commercial and portable tank exchange customers are generally urban. Ferrellgas Partners LP and Ferrellgas Partners Finance filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 21-10021 and 21-10020) on Jan. 11, 2021. James E. Ferrell, chief executive officer and president, signed the petitions. At the time of the filing, Ferrellgas Partners, LP was estimated to have $100 million to $500 million in both assets and liabilities while Ferrellgas Partners Finance was estimated to have less than $50,000 in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Squire Patton Boggs (US) LLP as primary bankruptcy and restructuring counsel; Chipman, Brown, Cicero & Cole, LLP as local bankruptcy counsel; Moelis & Company LLC as investment banker; and Ryniker Consultants as financial advisor. Prime Clerk LLC is the claims, noticing & solicitation agent. FERRELLGAS PARTNERS: Hires Squire Patton as Bankruptcy Counsel -------------------------------------------------------------- Ferrellgas Partners LP and Ferrellgas Partners Finance Corp. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Squire Patton Boggs (US) LLP as their bankruptcy counsel. The firm will: (a) advise the Debtors with respect to their powers and duties as debtors in possession in the continued management and operation of their businesses and property; (b) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in chapter 11; (c) assist the Debtors with the preparation of their Schedules of Assets and Liabilities and Statements of Financial Affairs (if any); (d) advise the Debtors in connection with the restructuring transactions contemplated by the Transaction Support Agreement and Transaction Term Sheet and obtaining necessary court approvals in connection with such transactions, and otherwise counseling the Debtors in connection with such transactions; (e) advise the Debtors in connection with any necessary cash collateral and postpetition financing arrangements and negotiate and draft documents relating thereto; (f) advise the Debtors on matters relating to the evaluation of the assumption, rejection or assignment of unexpired leases and executory contracts; (g) advise the Debtors with respect to legal issues arising in or relating to the Debtors' ordinary course of business, including attending senior management meetings, and meetings of the board of directors; (h) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on their behalf, the defense of actions commenced against them, negotiations concerning all litigation in which the Debtors are involved and evaluating and objecting (when appropriate) to claims filed against the Debtors' estates; (i) prepare, on the Debtors' behalf, all motions, applications, answers, orders, reports and papers necessary to the administration of the estates; (j) negotiate and prepare, on the Debtors' behalf, a plan or plans of reorganization, disclosure statement and all related agreements and/or documents and taking any necessary action on behalf of the Debtors to obtain confirmation of such plan or plans; (k) attend meetings with third parties and participating in negotiations with respect to the above matters; (l) appear before this Court and any appellate courts and protect the interests of the Debtors' estates before such courts; (m) assist and represent the interests of the Debtors with respect to all matters involving the Office of the United States Trustee; and (n) perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with the cases and/or performing their duties as debtors and debtors in possession, including but not limited to real estate, financial services, regulatory, environmental, labor, pension/employee benefits, tax, corporate and intellectual property matters. The firm's hourly rates for associates, partners and non-attorney personnel currently range from $125 for new associates to $1,460 for its most senior partners and from $135 for new legal assistants to $485 for experienced senior paralegals, with most non-attorney billing rates falling within the range of $125 to $325 per hour. The firm's current rates for certain of the attorneys and paraprofessionals are: Stephen D. Lerner Partner $1,350 Jeffrey N. Rothleder Partner $825 Christopher J. Giaimo Partner $850 Maura McIntyre Associate $495 Emily Shandruk Associate Law Graduate $425 Sarah Conley Senior Paralegal $330 Squire does not hold or represent an interest adverse to the Debtors' estates and is a "disinterested person" as defined in Bankruptcy Code Sec. 101(14), according to court filings. In accordance with Appendix B-Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. Sec. 330 for Attorneys in Larger Chapter 11 Cases, Stephen D. Lerner disclosed that: -- the firm has not agreed to any variations from, or alternatives to, its standard or customary billing arrangements for this engagement; -- none of the professionals included in the engagement vary their rate based on the geographic location of the bankruptcy case; -- Squire was retained in Oct. 2018. The billing rates and material financial terms for the prepetition period are the same in all respects as the billing rates and material financial terms for the postpetition period; and -- the firm has worked closely with the Debtor on developing an estimated budget and staffing plan for approximately the first four months of these proceedings. The firm can be reached through: Stephen D. Lerner, Esq. SQUIRE PATTON BOGGS (US) LLP 201 E. Fourth Street, Suite 1900 Cincinnati, OH 45202 Tel: 513-361-1200 Fax: 513-361-1201 Email: Stephen.lerner@squirepb.com About Ferrellgas Partners Ferrellgas Partners, LP is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and non-debtor Ferrellgas, LP. Ferrellgas Partners Finance is a Delaware corporation formed in 1996 and has nominal assets, no employees and does not conduct any operations, but solely serves as co-issuer and co-obligor for the 2020 Notes. Ferrellgas, primarily through non-debtor OpCo, is a distributor of propane and related equipment and supplies to customers in the United States. Ferrellgas' market areas for residential and agricultural customers are generally rural while the market areas for industrial and commercial and portable tank exchange customers are generally urban. Ferrellgas Partners LP and Ferrellgas Partners Finance filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 21-10021 and 21-10020) on Jan. 11, 2021. James E. Ferrell, chief executive officer and president, signed the petitions. At the time of the filing, Ferrellgas Partners, LP was estimated to have $100 million to $500 million in both assets and liabilities while Ferrellgas Partners Finance was estimated to have less than $50,000 in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Squire Patton Boggs (US) LLP as primary bankruptcy and restructuring counsel; Chipman, Brown, Cicero & Cole, LLP as local bankruptcy counsel; Moelis & Company LLC as investment banker; and Ryniker Consultants as financial advisor. Prime Clerk LLC is the claims, noticing & solicitation agent. FERRELLGAS PARTNERS: Seeks to Hire Chipman Brown as Counsel ----------------------------------------------------------- Ferrellgas Partners LP and Ferrellgas Partners Finance Corp. seeks approval from the U.S. Bankruptcy Court for the District of Delaware to employ Chipman Brown Cicero & Cole, LLP as their counsel. The firm's services will include: a. providing legal advice with respect to the Debtors' powers and duties as debtors-in-possession in the continued operation of their businesses and management of their properties; b. negotiating, drafting, and pursuing all documentation necessary in these Chapter 11 Cases; c. preparing on behalf of the Debtors all applications, motions, answers, orders, reports, and other legal papers necessary to the administration of the Debtors' estates; d. appearing in Court and protecting the interests of the Debtors before the Court; e. assisting with any disposition of the Debtors' assets, by sale or otherwise; f. negotiating and taking all necessary or appropriate actions in connection with a plan or plans of reorganization and all related documents thereunder and transactions contemplated therein; g. attending all meetings and negotiating with representatives of creditors, the United States Trustee, and other parties-in-interest; h. providing legal advice regarding bankruptcy law, corporate law, corporate governance, transactional law, litigation and other issues to the Debtors in connection with the Debtors' ongoing business operations; and i. performing all other legal services for, and providing all other necessary legal advice to, the Debtors, which may be necessary and proper in these Chapter 11 Cases. The firm's current hourly rates range from $450 to $650 per hour for partners, $250 to $350 per hour for associates, and $250 per hour for paralegals. The firm's current hourly rates for principal attorneys and paralegals are: William E. Chipman, Jr. $650 Robert A. Weber $650 Mark Desgrosseilliers $650 Mark D. Olivere $500 Michelle M. Dero $250 The firm received the following advanced fee retainer payments from HoldCo's non-debtor subsidiary, Ferrellgas, L.P.: Retainer $100,000 Dec. 10, 2020 Supplemental Retainer $115,909.47 Jan. 8, 2021 William E. Chipman, a partner at Chipman Brown, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Chipman Brown can be reached at: William E. Chipman, Esq. Chipman Brown Cicero & Cole, LLP 1313 North Market Street, Suite 5400 Wilmington, DE 19801 Tel: (302) 295-0191 Fax: (302) 295-0199 Email: Chipman@chipmanbrown.com About Ferrellgas Partners Ferrellgas Partners, LP is a publicly traded Delaware limited partnership formed in 1994 that has two direct subsidiaries, Ferrellgas Partners Finance Corp. and non-debtor Ferrellgas, LP. Ferrellgas Partners Finance is a Delaware corporation formed in 1996 and has nominal assets, no employees and does not conduct any operations, but solely serves as co-issuer and co-obligor for the 2020 Notes. Ferrellgas, primarily through non-debtor OpCo, is a distributor of propane and related equipment and supplies to customers in the United States. Ferrellgas' market areas for residential and agricultural customers are generally rural while the market areas for industrial and commercial and portable tank exchange customers are generally urban. Ferrellgas Partners LP and Ferrellgas Partners Finance filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 21-10021 and 21-10020) on Jan. 11, 2021. James E. Ferrell, chief executive officer and president, signed the petitions. At the time of the filing, Ferrellgas Partners, LP was estimated to have $100 million to $500 million in both assets and liabilities while Ferrellgas Partners Finance was estimated to have less than $50,000 in assets and $100 million to $500 million in liabilities. Judge Mary F. Walrath oversees the cases. The Debtors tapped Squire Patton Boggs (US) LLP as primary bankruptcy and restructuring counsel; Chipman, Brown, Cicero & Cole, LLP as local bankruptcy counsel; Moelis & Company LLC as investment banker; and Ryniker Consultants as financial advisor. Prime Clerk LLC is the claims, noticing & solicitation agent. FESTIVE WORKS: Sets Bid Procedures for $3.5-Mil. Sale of All Assets ------------------------------------------------------------------- Festive Works, LLC, and affiliates, ask the U.S. Bankruptcy Court for the District of New Jersey to authorize the bidding procedures in connection with the sale of substantially all assets to Temple Hill Partners, LLC and Temple Hill Associates, LLC for $3.5 million, subject to overbid. The Debtors manage one of Summit, New Jersey's longest operating restaurants, namely Marco Polo Restaurant & Tavern. Originally founded in 1934, Marco Polo has been serving residents of Summit and the surrounding areas for over 80 years. The Debtors provide a variety of services including in-person dining, take-out dining, and both personal and corporate catering as well as serving as a banquet hall venue for larger gatherings. The Debtors commenced these chapter 11 cases with the intent to conduct a sale process with respect to the Purchased Assets, pay off their indebtedness to their secured lender, and maximize the value of their assets in response to the COVID-19 pandemic that has triggered an overall downturn in their business and revenue, rendering them unable to meet their debt obligations. On Dec. 28, 2017, pursuant to the regulations of the Small Business Administration, the Debtors executed and delivered to Unity Bank a commercial promissory note in the principal sum of $2.879 million. The Debtors' obligations under the Note were secured by a security agreement, pursuant to which the Debtors granted the Secured Lender a first lien security interest in all of their then-existing and thereafter acquired, inter alia, inventory, accounts, general intangibles, and fixtures, and all proceeds related thereto. AuctionAdvisors was engaged in May 2020 to market and sell the Purchased Assets, which consist of, inter alia, (i) the real property and improvements located at Block 402, Lots 1, 3-7 & 61-63 in Summit, New Jersey 07901 ("Land"); (ii) all intangible personal property relating to the Land; (iii) all tangible personal property used in connection with the restaurant operated out of such location; and (iv) the plenary retail consumption liquor license #2018-33-011-006 for Festive Works, LLC, the owner of the Land and Intangible Property, and Marco Polo Restaurant & Tavern, Inc., the owner of the Liquor License and tangible property used in connection with the Marco Polo Restaurant & Tavern operations ("Marco Polo Assets"). Immediately upon its engagement, AuctionAdvisors embarked on a robust, but targeted, campaign to cultivate prospects that were interested in purchasing either all or part of the Debtors' assets and, if possible, becoming a stalking horse bidder in connection with a potential sale pursuant to section 363 of the Bankruptcy Code. The Debtors and the Buyers went through multiple rounds of negotiations, with the Buyers increasing their total offer price several times. Their ultimate offer was for all of the Purchased Assets, negating the need to bifurcate any of the Debtors' assets and hold multiple sale processes. The Buyers agreed to becoming the Stalking Horse Bidder in these chapter 11 cases and, on Sept. 9, 2020, entered into the Stalking Horse Agreement (as amended on Nov. 6, 2020 and Dec. 18, 2020). The allocation of the Purchase Price pursuant to the Stalking Horse Agreement, as amended, will be $3.227 million allocated to the Land, Improvements, Rights, and Intangible Assets, and $273,000 allocated to the Marco Polo Assets, consisting of $223,000 allocated to the Liquor License, and $50,000 allocated to all other Marco Polo Assets. On the Closing Date, the parties will execute a use and occupancy agreement whereby the Debtors' management, with a new entity, will be allowed to remain on the premises and continue to operate the Marco Polo Restaurant & Tavern, and said new entity will pay rent of $10,000 per month to Buyers, subject to annual cost of living adjustments, for each whole month said new entity remains on the property and continues the restaurant operations, with any occupancy less than a full month being prorated accordingly. The parties acknowledge that the Closing will take place irrespective of the Buyer's ability to secure all required state and municipal approvals for transfer of the Liquor License, currently owned by Marco Polo and part of the Marco Polo Assets, prior to the Closing Date. To the extent all state and municipal approvals for transfer of the Liquor License to Buyer are not acquired prior to the Closing Date, $223,000 of the Purchase Price allocated to the Liquor License will be placed in escrow until resolution of the Liquor License transfer approval process. The Sale Order will be entered by Feb. 24, 2021, and the Sale will be closed by no later than Feb. 26, 2021. Failure to close the contemplated Sale by Feb. 26, 2021, constitutes a termination event of the Stalking Horse Agreement, unless the parties mutually agree to extend the Outside Closing Date. The Stalking Horse Agreement provides that the Purchased Assets will be sold to the Buyers free and clear of all liens, claims, interests, or encumbrances. The Debtors believe that it is critical to establish a floor for the proposed Sale of the Purchased Assets, subject to higher or otherwise better offers pursuant to an open auction process, to afford the Debtors the best opportunity to maximize the value of their estates for the benefit of their creditors and parties-in-interest. Subject to the Court's approval, the Debtors propose to establish these milestones and deadlines in connection with the Bidding Process: a. Entry of Bidding Procedures Order: Jan. TBD, 2021 b. Deadline to Serve Sale Notice and Cure Notice: No later than three business days after entry of the Bidding Procedures Order c. Cure and Assignment Objection Deadline: No later than 10 days after service of the Cure Notice d. Bid Deadline: Feb. 17, 2021, at 4:00 p.m. (ET) e. Sale Objection Deadline: Feb. 17, 2021, at 4:00 p.m. (ET) f. Deadline to Notify Qualified Bidders and Select Starting Bid: Feb. 21, 2021, at 10:00 a.m. (ET) g. Auction (if required): Feb. 22, 2021, at 10:00 a.m. (ET) h. Deadline to object to (i) conduct of the Auction, and (ii) the proposed Sale Transaction if the Winning Bidder is not the Stalking Horse Bidder: Feb. 23, 2021, at 4:00 p.m. (ET) i. Notice of Winning Bidder to be Filed: Feb. 23, 2021, at 4:00 p.m. (ET) j. Deadline for Reply Pleadings in Support of Sale: Feb. 24, 2021, at 10:00 a.m. (ET) k. Sale Hearing: Feb. 24, 2021, at 10:00 a.m. (ET) k. Outside Closing Date of Sale: Feb. 26, 2021 Other salient terms of the Bidding Procedures are: a. Initial Bid: $3.71 million b. Deposit: 10% of the proposed aggregate Purchase Price, but in no event will the deposit be less than $371,000 c. Bid Increments: $50,000 d. Expense Reimbursement: $45,000 The Debtors propose to establish the Assumption and Assignment Procedures authorizing them to assume and assign certain Executory Contracts and Unexpired Leases to the Winning Bidder and to notify counterparties to such Executory Contracts and Unexpired Leases of proposed cure amounts, if any, necessary to cure any defaults existing thereunder. No later than three days following entry of the Bidding Procedures Order, the Sellers will serve the Cure Notice upon each non-Debtor counterparty to each Executory Contract of Unexpired Lease. The Debtors submit that the proposed Sale Notice fully complies with Bankruptcy Rule 2002, is reasonably calculated to provide all interested parties with timely and proper notice, and constitutes good and adequate notice of the proposed Sale. The Debtors ask a waiver of the 14-day stay of the effectiveness of the Sale order imposed by Bankruptcy Rules 6004(h) and 6006(d), respectively. A copy of the Bid Procedures is available at https://tinyurl.com/yyhols27 from PacerMonitor.com free of charge. The Purchasers are represented by: LAW OFFICES OF JOHN L. SWEENEY 51 Dumont Place Morristown, NJ 07960 Attn: John L. Sweeney, Esq. E-mail: sweenlaw@optonline.net About Festive Works, LLC Festive Works, LLC sought Chapter 11 protection (Bankr. D. N.J. Case No. 21-10445) on Jan. 20, 2021. The case is assigned to Judge John K. Sherwood. The Debtor assets and liabilities in the range of $1 million to $10 million. The Debtor tapped John S. Mairo, Esq., at Porzio, Bromberg & Newman, P.C. as counsel. M. Greenwald Associates LLP serves as the Debtor's Financial Advisor. The petition was signed by Agapios Kyritsis, member. FF FUND: Says It's Amending Disclosures to Address Objections ------------------------------------------------------------- FF FUND I, L.P. and F5 BUSINESS INVESTMENT PARTNERS, LLC, filed an agreed ex-parte motion seeking a continuance, for seven days, of the Jan. 27 hearing on their Disclosure Statement. On Dec. 16, 2020, the FF Fund Debtor and the F5 Debtor filed their respective Chapter 11 Plans of Reorganization and Disclosure Statement. On Jan, 4, 2021, the Court entered an order setting a Jan. 27, 2021 hearing on the Disclosure Statement. On Jan. 20, 2021, objections to the Disclosure Statement were filed by (i) the Securities and Exchange Commission, (ii) Florence Capital Advisors, LLC, et al., and (iii) Dennis S. Hersch. On Jan. 22, 2021, counsel to the Debtors and counsel to the objecting parties held a "meet and confer" discussion in accordance with Local Rule 3017-1(A) in an effort to address and resolve the Objections through amendments to the Disclosure Statement. In seeking a seven-day delay of the hearing, the Debtors' counsel, Heather L. Harmon, explained that she has been working to revise and amend the Disclosure Statement based on such discussions, but requires additional time to finalize the amendments and share a redlined version with the objecting parties before filing with the Court. Attorneys for Debtors-in-Possession: Paul J. Battista, Esq. Heather L. Harmon GENOVESE JOBLOVE & BATTISTA, P.A. 100 Southeast Second Street, Suite 4400 Miami, Florida 33131 Telephone: (305) 349-2300 Facsimile: (305) 349-2310 E-mail: pbattista@gjb-law.com hharmon@gjb-law.com About FF Fund FF Fund I, L.P., is a limited partnership that was formed in August 2010. FF Fund's general partner is FF Management. FF Fund's offering documents identified a broad range of investment strategies to achieve its stated objectives of "capital appreciation and current income." FF Fund has 13 subsidiaries and affiliates that FF Management set up and routinely evolved over the roughly 10 years since FF Fund's formation for various accounting, tax, audit, insurance, regulatory, liquidity, operational, and administrative reasons. F3 Real Estate Partners, LLC, was established to invest in real estate primarily from 2011 through 2019. Prior to the CRO's appointment, F3 purchased and then sold a residential complex containing 87 condominium units in West Palm Beach, FL, which sale transaction closed in May 2019. F5 Business Investment Partners, LLC, held and currently owns the majority of the current investments made by FF Fund with monies received from the Limited Partners. The investments made by the F5 consisted mainly of (i) illiquid, non-tradeable privately held shares in early stage or start-up companies, (ii) minority interests in real estate partnerships, or (iii) unsecured promissory notes. F6 Standard Securities Partners, LLC, held liquid hedge fund investments. The remainder of the subsidiaries had nominal investments. On Sept. 24, 2019, FF Management retained Soneet R. Kapila to manage FF Fund. FF Management was and is controlled by Andrew Franzone. FF Fund I L.P., an investment company based in Miami, Fla., filed a voluntary petition for relief under Chapter 11 of Bankruptcy Code (Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019. In the petition signed by CRO Soneet R. Kapila, the Debtor estimated $50 million to $100 million in assets and $1 million to $10 million in liabilities. On Jan. 24, 2020, F5 Business Investment Partners, LLC, an affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 20-10996). The case is jointly administered with that of FF Fund. At the time of the filing, F5 Business estimated assets of between $10 million and $50 million and liabilities of between $1 million and $10 million. Chief Judge Laurel M. Isicoff oversees the cases. Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is serving as the Debtors' legal counsel. No creditors' committee has been appointed in the case. In addition, no trustee or examiner has been appointed. FINCO I LLC: S&P Alters Outlook to Stable, Affirms 'BB' ICR ----------------------------------------------------------- S&P Global Ratings revised its outlook on FinCo I LLC (Fortress) to stable from negative after it revised to stable from negative the outlook on SoftBank Group Corp. (BB+/Stable/--), the parent of Fortress. At the same time, S&P affirmed its 'BB' issuer credit rating and 'BB' issue rating on the company's senior secured revolver and term loan. The recovery rating remains '3', denoting its expectation for meaningful (50% rounded estimate) recovery in the event of a payment default. S&P said, "We revised our outlook on SoftBank Group to stable from negative based on the belief that the company will continue to strengthen its financial position. During 2020, the company sold Japanese yen (JPY) 5.6 trillion of assets while reducing debt by JPY1.5 trillion with further plans to sell Arm Ltd. to Nvidia. The asset sales during market distress have caused us to revise our expectations to reflect that the company is committed to maintaining ratios commensurate with the rating over the next one to two years. We expect the proceeds from further divestitures to be invested in highly liquid stocks and the SoftBank Vision Fund 2, returned to shareholders, or used to reduce debt." "The stable outlook reflects the view that SoftBank will maintain the current rating and outlook over the next one to two years. Changes to our ratings on SoftBank could result in a rating action for Fortress." "We could downgrade Fortress if we lower the rating on SoftBank. Additionally, on a stand-alone basis, if Fortress' leverage increases and remains above 5x, we could lower the rating. We could also downgrade the company if its funds begin to generate poor investment performance or the company exhibits materially weaker fundraising results." "We could upgrade Fortress if leverage declines to below 3x on a sustained basis and SoftBank remains rated 'BB+'." FLUID END: Court Confirms Subchapter V Plan ------------------------------------------- Judge Janice D. Loyd has entered an order confirming the Plan of Reorganization of Fluid End Sales, Inc., d/b/a Five Star Rig & Supply Co., Inc. The Debtors' Reorganization Plan provides that Frontier State Bank's claims will be allowed in the amount of $883,949 and will be paid with monthly payments until paid in full with interest. Unsecured claims will receive periodic distributions commencing on the 30th day of the first full calendar quarter following the Effective Date and the 30th day of each calendar quarter thereafter for a total of 12 consecutive quarters, a pro-rata distribution of the Debtor's Quarterly Disposable Income. In no event will the holder of an Allowed Class 3 Claim receive more than the allowed amount of such holder's claim. Holders of interests in the Debtor will retain their interests and any rights related thereto. A copy of the Plan Confirmation Order entered Jan. 25, 2021, is available at https://bit.ly/2Ynncgb A copy of the Subchapter V Small Business Plan filed Nov. 18, 2020, is available at https://bit.ly/2Mh6yfL Attorneys for Debtor: Robert N. Sheets Clayton D. Ketter Martin J. Lopez III PHILLIPS MURRAH P.C. Corporate Tower, 13th Floor 101 North Robinson Avenue Oklahoma City, OK 73102 Tel: (405) 235-4100 Fax: (405) 235-4133 E-mail: rnsheets@phillipsmurrah.com cdketter@phillipsmurrah.com mjlopez@phillipsmurrah.com About Fluid End Sales Fluid End Sales, Inc., which conducts business under the name Five Star Rig & Supply Co., Inc., is an Oklahoma-based company that is engaged in the business of wholesale distribution of construction or mining cranes, excavating machinery and equipment. Fluid End Sales filed a voluntary petition with this Court pursuant to Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. W.D. Okla. Case No. 20-12777) on Aug. 20, 2020. The petition was signed by Jason Clayton, president. At the time of filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Janice D. Loyd oversees the case. The Debtor tapped Clayton D. Ketter, Esq., at Phillips Murrah P.C., as counsel, and RSM US LLP as accountant. On Aug. 21, 2020, Karen Carden Walsh was appointed as the subchapter V trustee. FOUNDATION BUILDING: S&P Assigns 'B' ICR; Outlook Negative ---------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Foundation Building Materials Inc. The outlook is negative. Simultaneously, S&P assigned its 'B' issue-level and '4' recovery ratings to Foundation Building Materials Inc.'s proposed $1.26 billion senior secured term loan due 2028. In addition, S&P assigned its 'CCC+' issue-level and '6' recovery ratings to the company's proposed $420 million senior unsecured notes due 2029. S&P said, "The negative outlook is based on our expectation that adjusted leverage will be in the range of 6x-6.5x over the next 12 months, which we believe is elevated for the rating." Separately, S&P lowered its rating on Foundation Building Materials Holding Co. LLC. to 'B' from 'B+' and removed the rating from CreditWatch, where the rating agency placed it with negative implications on Nov. 17, 2020. S&P subsequently discontinued its ratings on the company after the transaction closes because there will no longer be debt at this entity. American Securities Inc. has signed a definitive agreement to acquire FBM and Beacon Interiors for a total purchase price of $2.22 billion. The sponsors plan to merge Beacon Interiors with FBM at close. S&P said, "We expect debt leverage of 6x-6.5x. We also view the company being majority controlled by a financial sponsor as a key rating constraint because we incorporate the intrinsic risks of financial sponsor strategies into its rating. We believe the acquisition will result in EBITDA of roughly $280 million-$300 million from revenue of about $3 billion in 2021, resulting in adjusted debt to EBITDA of 6x-6.5x for 2021. We expect FBM to generate strong free cash flows about $140 million-$150 million for 2021. Incremental debt from the transaction will include a $1.26 billion term loan, $420 million of senior unsecured notes, and a $400 million ABL facility that will be undrawn at close. American Securities will add roughly $640 million of equity as the remaining source of the transaction." The rating agency's economists expect the non-residential market to lag compared with residential markets in 2021. S&P said, "Outside of the expected 50% increase in revenue attributable to incremental revenue of $1 billion as a result of the acquisition of Beacon Interiors, we expect flat- to low-single-digit organic growth. The combined entity's revenue will be sourced primarily from the non-residential segment (about two-thirds), with the remaining one-third coming from residential projects. We recognize that organic growth could be flat compared with other peers in the distribution sector, largely due to its higher exposure to the commercial/non-residential sector." The rating agency's economists expect the non-residential market to lag compared with the residential market in terms of recovery, as new commercial construction spending stalls due to a shift in demand for future working spaces and multifamily units. The repair and remodeling market is witnessing growth as customers spend more time indoors and divert the discretionary income toward home improvement projects. This is backstopped by a solid rebound in new home construction markets driven by low mortgage rates and higher demand for suburban homes. S&P said, "We expect FBM will benefit from a larger scale and improved operating prospects, we continue to view the building material distribution space as volatile and fragmented. We believe that the acquisition of Beacon Interiors results in greater scale, stronger geographic presence, and increased product breadth, as well as modestly improved end-market diversity. However, our ratings also consider the relatively cyclical and fragmented nature of the U.S construction end markets. We estimate single-digit growth in the new residential construction end market and little to no growth in the commercial construction end market. We also note the highly fragmented nature of the wallboard and suspended ceiling tile distribution market in North America, with many small regional players across markets. We estimate that the company will have a leading market share of 20% in its key product categories. This fragmentation hinders pricing power." "Our negative outlook on FBM indicates our view that the increased debt burden will result in adjusted leverage sustained at the higher end of the 6x-7x range over the next 12 months. We view these levels to be high and have minimal cushion if demand conditions turn unfavorable." S&P could lower the ratings over the next 12 months if: -- Lower-than-expected earnings resulted in adjusted leverage deteriorating to above 7x or EBITDA interest coverage falling below 2x. Such a scenario could materialize in case of a severe downturn, causing a decline in end-market demand or higher-than-expected cost inflation that could not be passed on as price increases, causing margin compression. -- The company maintains an aggressive financial policy, such as pursuing large debt-funded acquisitions or shareholder dividends, causing adjusted leverage to rise above 7x, on a sustained basis. S&P could revise the outlook back to stable, over the next 12 months, if: -- Earnings improved such that adjusted leverage were sustained in the 5x-6x range. This could occur if the company integrated acquisitions without disrupting earnings or cash flow and residential construction and repair and remodeling activities grew faster than expected in 2021. FREEMAN HOLDINGS: Court Extends Plan Exclusivity Thru March 15 -------------------------------------------------------------- Judge Scott M. Grossman of the U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division extended the periods within which Freeman Holdings, LLC and its affiliates have the exclusive right to file a Chapter 11 plan through and including March 15, 2021, and to solicit acceptances of the plan through and including May 17, 2021. The Debtors are currently seeking resolutions with several creditors, which will also have a material effect on the plan. The Debtors are unaware of any other party who wishes to file a competing plan. In addition, the Debtors currently require additional time to establish a clearer track record of income and expenses in order to formulate a feasible plan. The Debtors are seeking an extension in good faith and not to unnecessarily delay the progress of its case. The granted extension will not prejudice the legitimate interests of creditors and other parties in interest. A copy of the Debtors' Motion to extend is available from PacerMonitor.com at https://bit.ly/2XZoKNd at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/39Q5AyV at no extra charge. About Freeman Holdings Freeman Holdings, LLC, and FWP Realty Holdings, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case Nos. 20-15410 and 20-15412) on May 17, 2020. At the time of the filing, the Debtors each had estimated assets of between $500,001 and $1 million and liabilities of between $1 million to $10 million. Judge Scott M. Grossman oversees the cases. Wernick Law, PLLC is the Debtor's legal counsel. FREEMAN MOBILE: Unsecured Creditors to Get Minimal Payouts in Plan ------------------------------------------------------------------ Freeman Mobile Orthodontics PLLC, et al., filed an Amended Small Business Subchapter V Plan and an Amended Disclosure Statement on Jan. 25, 2021, updating and amending its plan documents filed in August 2020. The U.S. Bankruptcy Court for the Southern District of Florida, Fort Lauderdale Division has set a hearing on confirmation of the Plan for Feb. 23, 2021, at 1:30 p.m., by video conference using the services of Zoom Video Communications Inc. The Court's general procedures for the conduct of hearings by video conference can be found athttps://www.flsb.uscourts.gov/judges/judge-scott-m-grossman. Ballots accepting or rejecting the Plan are due Feb. 16, 2021. Chapter 11 Plan The Amended Plan identifies these entities as "Reorganized Debtors": Christopher Scott Freeman, Interstellar Disruption, LLC (mobile orthodontic services provider doing business as "Swanky Smiles"), Freeman Mobile Orthodontics, PLLC (clinical operation managed by Interstellar), Freeman Orthodontics, P.A. (brick-and-mortar orthodontist practice run by Dr. Freeman), Freeman Holdings, LLC (a single asset real estate in Plantation, Florida), Freeman Holdings II, LLC (a single asset real estate entity in Fort Lauderdale, Florida). FWP Realty Holdings, LLC (a single asset real estate entity that owns the real estate located at 803 Quandt Ave., Springdale, Arkansas) is the lone "Liquidating Debtor". The Debtors' Plan will be funded primarily by the Debtors' cash on hand as well as operating income. Going forward, the mobile business will ramp up its marketing efforts to increase the "doctor revenue" sources. The Plan proposes to treat claims as follows: * The Class 1 allowed secured claim of BB&T against Dr. Freeman in the amount of $1,020,828, which is secured by a validly perfected first position mortgage on Dr. Freeman's Homestead Property, is unimpaired. * The Class 4 allowed Secured Claims of Arvest Bank against Interstellar, Freeman Mobile, and FWP Realty will be treated as follows: -- Interstellar and Freeman Mobile will retain 3 vehicles while the Debtors will surrender four vehicles. -- The Class 4 Claim will be bifurcated into an allowed secured claim in the amount of credit bid of $500,000 submitted by Arvest Bank for the sale of the Arkansas Property, plus the value of the aforementioned vehicles being retained by the Debtors with a value of $100,800, and plus the $4,209 in assorted chattel with the balance of $3,917,687 to be treated as a general unsecured claim. -- The Secured Class 4 Amount will be paid as follows: i. FWP conducted an auction to sell the Arkansas Property. on Jan. 8, 2021. As no cash bidders appeared, Arvest Bank's credit bid of $500,000 was the prevailing bid, and consequently FWP Realty will convey the Arkansas Property to Arvest Bank by warranty deed. Arvest Bank will pay the Debtor for reasonable and necessary administrative expenses incurred in connection with the sale of the Arkansas Property. ii. As it relates to the vehicles being retained, Arvest Bank shall be paid the secured amount of $100,800 in the following manner: interest-only payments of 6% for one (1) year, which equals $504.00 per month; payments of $2,400 ($800 for each vehicle) per month for year 2; with a balloon payment for the remainder due in month 25. * As to the Class 10 Allowed Secured Claims of Bank of America against Holdings II, and Freeman Orthodontics, Bank of America's Class 10 Claim will be bifurcated into an Allowed Secured Claim in the agreed amount of $1,200,000 with the balance of $624,374 to be treated as a general unsecured claim. The Class 10 Claimholder will be paid the Secured Class 10 Amount over a period of 120 consecutive monthly payments, at an annual interest rate of 5%, paid in the following manner: $500 per month April through May of 2021; and commencing June 2021, $5,000 per month for 12 months (year 1), followed by $7,000 per month for the next 12 months (year 2), and $10,000 per month for the next 12 months (year 3). Thereafter, starting in year 4 (June 2024) and ending at the end of year 10, payments of $15,153 will be made (representing the fully amortized payment but for the 1st three years of reduced payments) with a balloon of $57,656 due at the end of year 10 (May 31, 2031). In lieu of Freeman Orthodontics making lease payments to Holdings I and Holdings II for its practice locations, Freeman Orthodontics will be the Debtor to make the payments to the Class 10 Claimholder directly. * Class 12 Allowed General Unsecured Claims against FWP Realty, estimated at $4,164,053, will each share in a total estimated distribution of $0. * Class 13 Allowed General Unsecured Claims against Dr. Freeman in the amount of $15,790,228 will share in a total distribution of $2,700 over a period of three years. * Class 14 Allowed General Unsecured Claims against Interstellar in the amount of $13,295,970 will share pro rata in a total distribution of $5,400. * Class 15 Allowed General Unsecured Claims against Freeman Mobile amounting to $12,857,471 will share pro rata in a total distribution of $5,400. * Class 16 Allowed General Unsecured Claims against Freeman Orthodontics totaling $10,709,344 will share pro rata in a total distribution of $5,400. * Class 18 Allowed General Unsecured Claims against Holdings II totaling $624,740 will share in a total estimated distribution of $0. * Class 19 consists of the Equity Interests of Interstellar's Convertible Noteholders will receive equity distribution. Between July 2018 and January 2019, debtor Interstellar borrowed $6 million in the form of convertible notes, with the vast majority of funds borrowed from the MacLellan Foundation, and with the remainder borrowed from individuals. Under the Plan, each convertible noteholder in Interstellar shall be given the original amount of equity calculated at the time of their investment. For example, if a holder invested $250,000 at a $50 million valuation, said convertible noteholder would have 0.5% equity. Convertible noteholders in total will receive 8.935% of the equity interest in Insterstellar. * Closs 20 Equity Interests of Dr. Freeman, Interstellar, Freeman Mobile, Freeman Orthodontics, Holdings, Holdings II, and FWP Realty in assets of their respective estate are retained under the Plan. Dr. Freeman shall retain the remaining equity of Interstellar after the Class 19 equity distributions are made, or 91.065%. A full-text copy of the Joint Amended Disclosure Statement dated Jan. 25, 2021, is available at https://bit.ly/3pv9x2O from PacerMonitor.com at no charge. Attorneys for the Debtors: Aaron A. Wernick, Esq. Wernick Law, PLLC 2255 Glades Road, Suite 324A Boca Raton, Florida 33431 Tel: (561) 613-8306 Fax: (561) 961-0922 E-mail: awernick@wernicklaw.com About Freeman Mobile Fort Lauderdale, Florida-based Freeman Mobile Orthodontics PLLC provides orthodontic care to patients in different communities in Florida. Freeman Mobile Orthodontics PLLC and affiliate Freeman Orthodontics, P.A., sought Chapter 11 protection (Bankr. S.D. Fla. Lead Case No. 20-15408) on May 17, 2020. Affiliates Interstellar Disruption LLC, Freeman Holdings LLC, Freeman Holdings II LLC and FWP Realty Holdings also sought bankruptcy protection. On May 17, 2020, Christopher Scott Freeman, the lead orthodontics at the practice, also filed a personal Chapter 11 case. He disclosed $13 million in liabilities, including four bank loans worth $12.6 million. The Hon. Scott M. Grossman is the case judge. The Debtors hired Wernick Law, PLLC, as counsel. HAWAIIAN HOLDINGS: Expects About 50% Drop in First Quarter Capacity ------------------------------------------------------------------- Hawaiian Holdings, Inc., parent company of Hawaiian Airlines, Inc., reported its financial results for the fourth quarter and full year 2020. "While 2020 has been the most challenging year the airline industry has experienced, we are encouraged that the re-opening of Hawai'i to tourism through the State's pre-travel testing program and Hawaiian's successful testing partnerships have allowed us to begin the journey to recovery," said Peter Ingram, Hawaiian Airlines president and CEO. "My colleagues inspire me every day with their resolve to persevere and emerge from the pandemic strongly as they navigate through challenges and create innovative solutions to position Hawaiian for long-term success. The negative impacts of COVID-19 will create a challenging beginning of 2021, but we are confident that the structural pieces are in place for a sustained recovery." Liquidity and Capital Resources As of Dec. 31, 2020 the Company had: * Unrestricted cash, cash equivalents and short-term investments of $864 million. * Outstanding debt and finance lease obligations of $1.3 billion. * Air traffic liability of $534 million. In January 2021, the Company applied to participate in the Payroll Support Program Extension program, part of the Consolidated Appropriations Act of 2021, and expects to receive approximately $168 million in funds through the program. Fourth Quarter 2020 On Oct. 15, 2020, the Company reached an important inflection point in its recovery from the COVID-19 pandemic with the re-opening of Hawai'i to tourism through the launch of the State of Hawai'i's pre-travel testing program, which allows guests to avoid quarantine with evidence of a negative COVID-19 test, subject to certain island-specific requirements. During the fourth quarter, the Company reinstated non-stop service from Honolulu to Las Vegas, Phoenix, San Jose, Oakland, New York and Boston, restoring service to all of its pre-pandemic origin points on the U.S. mainland, as well as non-stop service from Honolulu to Tokyo-Haneda, Japan; Osaka, Japan; and Seoul, South Korea. While the Company doubled its capacity as compared to the third quarter of 2020, its capacity was down 72% compared to the same period in 2019. As testing is key to the resumption of Hawai'i travel, the Company launched an array of testing options for travelers, including access to mail-in test kits and proprietary drive-through testing labs in select U.S. mainland gateways. To increase liquidity, the Company raised approximately $41 million in net proceeds through the sale of approximately 2.1 million shares of common stock under the Company's at-the-market offering program (ATM Program) during the fourth quarter. The Company may sell up to 5 million shares in total under the ATM Program. On Oct. 1, 2020, the Company implemented both permanent and extended voluntary leave programs with each of its workgroups. In total, the Company reduced its workforce by approximately 2,400 employees, or more than 32 percent of all employees, of which approximately 2,100 were through voluntary means. As of Jan. 26, 2021, all employees who were subject to an involuntary furlough between Oct. 1, 2020 and Jan. 15, 2021 have been sent recall notices pursuant to the PSP Extension. In October 2020, the Company executed an amendment with the U.S. Treasury increasing the total amount of the CARES Act Economic Relief Program (ERP) loan under the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) from $420 million to $622 million, of which $577 million is undrawn. The Company has until May 28, 2021 to determine how much of the remaining ERP funds to borrow. In October 2020, the Company reached an agreement with Boeing to delay 787-9 deliveries under its purchase agreement for 10 aircraft. The Company expects to take delivery of 787-9 aircraft from 2022 to 2026 with its first aircraft to be delivered in September 2022. First Quarter 2021 Outlook The Company announced on Dec. 8, 2020 that it will launch four new routes in March and April 2021; nonstop flights from Honolulu to Austin, Texas; Orlando, Florida, and Ontario, California as well as a new flight from Long Beach, California to Maui. The Company expects its first quarter 2021 capacity to be down about 50% compared to the first quarter of 2019, with the State of Hawai'i's pre-travel testing program anticipated to remain in place throughout the first quarter. The Company expects its full year 2021 capital expenditures to be approximately $50 - $70 million. About Hawaiian Holdings Hawaiian Holdings, Inc.'s primary asset is sole ownership of all issued and outstanding shares of common stock of Hawaiian Airlines, Inc. The Company is engaged in the scheduled air transportation of passengers and cargo amongst the Hawaiian Islands (the Neighbor Island routes) and between the Hawaiian Islands and certain cities in the United States (the North America routes together with the Neighbor Island routes, the Domestic routes), and between the Hawaiian Islands and the South Pacific, Australia, New Zealand and Asia (the International routes), collectively referred to as its Scheduled Operations. As of Sept. 30, 2020, the Company had $4.09 billion in total assets, $962.63 million in total current liabilities, $1.03 billion in total long-term liabilities, $1.38 billion in other liabilities and deferred credits, and $717.21 million in stockholders' equity. * * * As reported by the TCR on July 17, 2020, S&P Global Ratings lowered all ratings on Hawaiian Holdings Inc., including lowering the issuer credit rating to 'CCC+' from 'B', and removed them from CreditWatch, where it placed them with negative implications on March 13, 2020. S&P expects Hawaiian to generate a significant cash flow deficit in 2020 because of COVID-19's impact on air travel. HAWAIIAN HOLDINGS: Moody's Affirms B1 CFR, Outlook Negative ----------------------------------------------------------- Moody's Investor's Service affirmed the B1 corporate family and B1-PD probability of default ratings of Hawaiian Holdings, Inc. ("Hawaiian") but downgraded the ratings of subsidiary Hawaiian Airlines, Inc.'s ("Airlines") Series 2013-1 enhanced equipment trust certificates; Class A to Ba3 from Ba2, Class B to Caa1 from B1. Hawaiian's speculative grade liquidity rating was upgraded to SGL-1 from SGL-2. The ratings outlook is negative. Moody's also assigned a Ba3 rating to the new senior secured notes due 2026 announced. The co-issuers of the Notes -- HawaiianMiles Loyalty, Ltd. and Hawaiian Brand Intellectual Property, Ltd. -- are new, wholly-owned, indirect, bankruptcy-remote, special purpose entity subsidiaries of Airlines. Hawaiian and Airlines and the respective newly created intermediate holding companies Hawaiian Finance 1, Ltd. and its subsidiary, Hawaiian Finance 2, Ltd. -- owner of the co-issuers -- will unconditionally guarantee the issuers' obligations under the notes' indenture on a joint and several basis. Moody's regards the coronavirus pandemic as a social risk under its ESG framework, given the substantial implications for public health and safety. The combined effects of the pandemic on air travel demand and airline credit and their duration are unprecedented. The passenger airline industry is one of the sectors most significantly affected given its exposure to travel restrictions and the sensitivity of consumer demand to sentiment. The pace and scale of vaccinations and the tempering of travel restrictions and quarantine protocols will be important drivers of the recovery of passenger demand and the industry's recovery. RATINGS RATIONALE The B1 corporate family rating reflects Moody's view that Hawaiian has the potential to restore its financial leverage to the 4.5x to 5x range through 2023. Moody's continues to expect that coronavirus vaccinations will lead to sustained stronger travel demand sometime in the second half of 2021, from which all airlines will benefit. Moody's believes Hawaiian's strong market position in US mainland to Hawaii and inter-island service will support improving performance for the company in the early stages of the recovery of air travel demand. Demand for vacation trips to Hawaii will be strong compared to demand for international trips in the early stages of the industry's recovery. Hawaiian has a record of solid operating performance and a relatively conservative financial policy, demonstrated by its focused debt reduction since 2014, sustaining debt-to-EBITDA below 2.6x between 2016 and 2019, which provided significant cushion for the Ba3 corporate family rating heading into 2020. Moody's expects Hawaiian to prioritize the restoration of its historical balance sheet strength; however, the pace of demand recovery and the willingness to incur premiums to retire debt before maturity dates will dictate the pace. The timing of deliveries of the ten 787-9 wide-bodies -- the first is scheduled for September 2022 with a second before that year end -- will offset some of the anticipated debt reduction, either directly or via increasing lease expense, if the company chooses to do sale/leasebacks for these aircraft. However, these investments will further improve operating efficiency and financial performance. The B1 corporate family and SGL-1 speculative grade liquidity ratings reflect the company's very strong liquidity. Moody's estimates about 900 or more days of coverage of Q4 2020 average daily cash burn of $1.7 million, following the completion of the notes offering. This roughly 30+ month cushion will be one of the largest across Moody's rated airline universe and includes debt principal repayments aggregating about $475 million through December 31, 2022. LOYALTY FINANCING The Ba3 rating on the Notes reflects the essentiality of the Hawaiian Airlines' brand and related intellectual property ("IP") for it to operate its business and the importance of its loyalty program to its day-to-day operations and cash flows, balanced by an expected relatively low recovery if the collateral ever needed to be monetized to pay off the Notes under an Airlines liquidation scenario. The Notes rating, one notch above the B1 corporate family rating, reflects Moody's assumption of a lower probability of default relative to that of the company's other senior secured debt obligations, which are unrated. The Ba3 rating reflects a one notch override compared to the senior secured rating Moody's would likely assign to other of the company's senior secured obligations using its Loss Given Default rating methodology, given the company's debt and debt-like claims are all senior secured but for some pension underfunding, accounts payable, non-aircraft operating leases and the unsecured loan under the CARES Act's Payroll Support Program. The importance of the brand will cause Airlines to continue to make the sub-license fee payments were it to file for a reorganization under Chapter 11 of the US Bankruptcy Code. The rating also considers the cash contributions of the loyalty program to the company's operating cash flows, which, together with the brand sub-license fees, will support the interest-only debt service due on the Notes and provide the residual cash collections to Airlines for its general corporate purposes. Under a bankruptcy scenario, the transaction's terms require Airlines to file a customary and reasonable motion within ten days of the initiation of a proceeding to assume all of the agreements related to the loyalty program pursuant to Section 365 of the Bankruptcy Code (the "Code"). The company will not be required to do the same for the brand sub-license. However, it would need to file a Brand IP License Assumption Motion seeking customary and reasonable treatment to assume the Brand IP License pursuant to Section 365 of the Code if a missed interest payment on the Notes is not cured within 60 days. Approval of these motions will allow payments pursuant to the transaction's terms to continue during the course of a bankruptcy case and require the company to cure any defaults then existing at that time. The importance of the brand and the loyalty program and these terms inform our view of a lower default probability for the Notes relative to other senior secured obligations. Hawaiian will contribute its brand intellectual property and its HawaiianMiles loyalty program assets and related intellectual property (together, "loyalty program") to the respective newly created entities to facilitate the Notes transaction. The co-issuers will license these assets to Hawaiian Finance 2, Ltd, which will sub-license the assets to Airlines for its use. The loyalty assets will be licensed on a royalty-free basis. Airlines will pay an annual license fee of the greater of $35 million or 2% of Airlines' total annual revenue for the brand assets, paid on a quarterly basis. Cash receipts from the loyalty program partners -- lead partner Barclays accounts for a substantial majority of third-party program cash flows -- and the brand royalty payments will be paid into the transactions collection account and fund the interest-only debt service of the Notes. The brand and loyalty assets, the license and sub-license agreements, the transaction's cash accounts and the equity interests of the intermediate holding companies and of the co-issuers will secure the Note obligations. The issuer's will not receive cash from Airlines awarding program miles to its customers. EETCs The downgrades of the EETC ratings reflect the evaporation of the equity cushion on both Classes because of Moody's now more bearish assumptions of the value of Airbus A330-200 wide-body aircraft. With an estimated loan-to-value on the Class B of about 160%, loss on this class would be substantial were Hawaiian to file for bankruptcy and reject the transaction. OUTLOOK The negative outlook reflects the uncertain timing of when vaccines and loosening of travel restrictions will start a sustained recovery in travel demand and the pace of de-leveraging of the balance sheet once demand recovers. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The corporate family rating could be downgraded if Moody's believes the start of the recovery of air travel demand to Hawaii will not begin in earnest sometime in the second half of 2021, or if it expects a material reduction in the company's liquidity. Downward ratings pressure would result if the aggregate of cash and revolver availability falls below $1 billion before the demand recovery takes hold, the start of the recovery of demand for travel to Hawaii is delayed to the end of 2021, or if the demand recovery occurs at such a slow pace that it remains below 50% of the 2019 level through the first half of 2022. Expectations of debt-to-EBITDA being sustained above 5x, funds from operations plus interest-to-interest approaching 2.5x or retained cash flow-to-debt remaining below 12% for an extended period after a recovery in demand could also pressure the rating. There will be no upwards pressure on the ratings until after passenger demand returns to pre-coronavirus levels and Hawaiian maintains liquidity above $700 million and key credit metrics improve, such as EBITDA margins approaching 20%, debt-to-EBITDA sustained below 4.5x and retained cash flow-to-debt approaching 15% while the company takes delivery of the 787s on order in upcoming years and while effectively competing with expanding service from Southwest Airlines. Changes in the EETC ratings can result from any combination of changes in the underlying credit quality or ratings of the company, Moody's opinion of the importance of the aircraft collateral to the company's operations and/or its estimates of current and projected aircraft market values, which will affect estimates of loan-to-value. Materially different final terms of the Notes offering relative to Moody's expectations could also lead to a rating change for the Notes. The methodologies used in these ratings were Passenger Airline Industry published in April 2018. Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. is a publicly traded company (NASDAQ: HA) and the holding company parent of Hawaiian Airlines, Inc., Hawaii's biggest and longest-serving airline. Hawaiian offers non-stop service to Hawaii from 13 US gateway cities, along with service from Japan, South Korea, Australia, New Zealand, American Samoa and Tahiti during normal times. In 2019, Hawaiian also provided approximately 170 jet flights daily between the Hawaiian Islands, with a total of almost 260 daily flights systemwide. Revenue was $845 million in 2020, down from $2.8 billion in 2019. The following rating actions were taken: Affirmations: Issuer: Hawaiian Holdings, Inc. Corporate Family Rating, Affirmed B1 Probability of Default Rating, Affirmed B1-PD Assignments: Issuer: HawaiianMiles Loyalty, Ltd. (with Hawaiian Brand Intellectual Property, Ltd as co-issuer) Senior Secured Regular Bond/Debenture, Assigned Ba3 (LGD3) Upgrades: Issuer: Hawaiian Holdings, Inc. Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Downgrades: Issuer: Hawaiian Airlines, Inc. Senior Secured Enhanced Equipment Trust Class A, Downgraded to Ba3 from Ba2 Senior Secured Enhanced Equipment Trust Class B, Downgraded to Caa1 from B1 Outlook Actions: Issuer: Hawaiian Airlines, Inc. Outlook, remains Negative Issuer: Hawaiian Holdings, Inc. Outlook, remains Negative Issuer: HawaiianMiles Loyalty, Ltd. Outlook, Assigned Negative HERTZ CORP: Seeks $12 Million New Round of Executive Bonuses ------------------------------------------------------------ Law360 reports that Hertz Corp. has asked a Delaware bankruptcy judge for permission to hand out up to $12.1 million in executive performance bonuses for 2021, saying another round of incentives are needed to keep the company on track to emerge from Chapter 11 this 2021. In a filing Tuesday, Jan. 26, 2021, the car rental company asked for permission to give performance bonuses to 50 of its top executives for meeting various financial targets and Chapter 11 milestones, saying it needs to ensure the company's management team continues its "strong performance." About Hertz Corp. Hertz Corp. and its subsidiaries -- http://www.hertz.com/-- operate a worldwide vehicle rental business under the Hertz, Dollar, and Thrifty brands, with car rental locations in North America, Europe, Latin America, Africa, Asia, Australia, the Caribbean, the Middle East, and New Zealand. The Company also operates a vehicle leasing and fleet management solutions business. On May 22, 2020, The Hertz Corporation and certain of its U.S. and Canadian subsidiaries and affiliates filed voluntary petitions for reorganization under Chapter 11 in the U.S. Bankruptcy Court (Bankr. D. Del. Case No. 20-11218). The Hon. Mary F. Walrath is the presiding judge. White & Case LLP is serving as legal advisor, Moelis & Co. is serving as investment banker, and FTI Consulting is serving as financial advisor. Richards, Layton & Finger, P.A., is the local counsel. Prime Clerk LLC is the claims agent, maintaining the page https://restructuring.primeclerk.com/hertz HIGHLAND CAPITAL: Plan Confirmation Hearing Continued to Feb. 2 --------------------------------------------------------------- Highland Capital Management, L.P., filed an emergency motion to continue for several days the hearing on its Plan of Reorganization. The judge approved the motion and ordered that the confirmation hearing slated for Jan. 26, 2021, is continued to Tuesday, Feb. 2, 2021, at 9:30 a.m. (Central Time). On Jan. 22, 2021, the Debtor filed, among other documents, (i) the Fifth Amended Plan of Reorganization (as Modified) (ii) its Omnibus Reply to Objections to Confirmation of the Plan, and (iii) its Memorandum of Law in Support of Confirmation of the Plan in response to the various objections to the Plan lodged by parties-in-interest. Due to the volume of information contained within the documents and the relatively short period of time for parties-in-interest to review the documents prior to the confirmation hearing, the Debtor sought a brief continuance of the hearing. Meanwhile, on Jan. 25, 2021, Highland and CLO Holdco, Ltd., informed the Court that they have reached a settlement in the case. The parties agreed, among other things, that (a) the Debtor will dismiss with prejudice the claims asserted against CLO Holdco in Adversary Proceeding No. 21-03000-sgj, and (b) CLO Holdco's objections to the confirmation of the Plan is resolved by the Agreement. About Highland Capital Management Highland Capital Management LP was founded by James Dondero and Mark Okada in Dallas in 1993. Highland Capital was the world's largest non-bank buyer of leveraged loans in 2007. It also managed collateralized loan obligations. In March 2007, it raised $1 billion to buy distressed loans. Highland Capital Management, L.P., sought Chapter 11 protection (Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was estimated to have $100 million to $500 million in assets and liabilities as of the bankruptcy filing. On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy Court for the Northern District of Texas and was assigned a new case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G. C. Jernigan is the case judge. The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel. Kurtzman Carson Consultants LLC is the claims and noticing agent. Development Specialists Inc. CEO Bradley Sharp as a financial adviser and restructuring officer. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as co-counsel with Sidley Austin; and FTI Consulting, Inc. as financial advisor. HILLMAN COMPANIES: Fitch Puts 'CCC+' IDR on Watch Positive ---------------------------------------------------------- Fitch Ratings has placed the 'CCC+' Issuer Default Rating (IDR) of The Hillman Companies, Inc. and The Hillman Group, Inc. (HLMN) on Rating Watch Positive. Fitch has also placed the company's first lien secured term loan (B-/RR3) and senior unsecured bonds (CCC-/RR6) on Rating Watch Positive. These actions follow the company's announcement that its current private equity sponsor, CCMP, plans to divest a majority of its ownership position to a publicly held special purpose acquisition company. The transaction is expected to close in the second quarter of 2021. KEY RATING DRIVERS Rating Watch Positive: The action reflects Fitch's expectation that the transaction will result in meaningful deleveraging, bolster FCF and improve HLMN's financial flexibility. Fitch will resolve the Rating Watch when the transaction closes, at which time the IDR could be upgraded several notches. Meaningfully Lower Leverage: Provided the transactions is completed as planned, Fitch expects leverage (debt/EBITDA) to decline to the mid-3.0x range in 2021 from the 6.8x expected at fiscal year end 2020. In addition, Fitch expects the company to maintain more moderate financial leverage going forward. Fitch anticipates an ongoing level of bolt-on acquisitions that could limit further deleveraging but should not push leverage materially higher. Strengthening FCF: Cash flow generation and financial flexibility will also improve with substantially lower interest costs. Fitch believes FCF margins (excluding anticipated transaction costs) could improve to the mid-single-digits compared with negative to break-even FCF over 2018-2019, assuming steady EBITDA margins around 16%. FFO interest coverage is also expected to meaningfully improve to the mid-4x range compared to the low 2x range in 2020. Strong Performance Through the Pandemic: HLMN has performed better than previously expected, reflecting strength in home repair and remodeling markets driving growth in fasteners and personal protective supplies, leading to low double-digit revenue growth in 2020. There is potential for a moderation in the growth in these markets in 2021 even as other businesses that were negatively impacted by the pandemic such as HLMN's full-service key replication would likely improve. Historically Muted Cyclicality: Fitch believes the company's cyclicality will be relatively muted compared to other diversified manufacturers. The company benefits from significant exposure to home remodeling and renovations rather than new construction. Furthermore, the company's products are low cost and subject to less price sensitivity in a downturn. This is underscored by healthy top-line growth in 2020 and only a moderate decline of about 5% in 2009. Customer Concentration: The company has a concentrated retail customer base, and there is risk that the loss of all or part of a large customer could meaningfully reduce its scale with limited opportunity to recoup lost volumes elsewhere. This risk is mitigated by the company's track record of maintaining long-standing relationships with core remodeling hardware retailers. Home Depot, Lowes and Walmart represented 24%, 21% and 8% of HLMN's fiscal 2019 revenue, respectively. These customers regularly undertake product line reviews of their vendors every few years to determine whether, and to what extent, they will continue to purchase products from a particular vendor. Commodity-like Products: HLMN has a fairly commoditized product mix across the majority of its business, particularly as it relates to much of its fasteners, hardware, and personal protective products, which account for more than three-fourths of revenue. Its key cutting and kiosk offerings have a relatively higher technology component, although there are competing offerings in the market. In addition, HLMN sets itself apart with the service it provides managing its categories for its key retailers. DERIVATION SUMMARY HLMN's current ratings consider its operating stability, adequate financial flexibility and liquidity. These factors are weighed against high leverage, a high degree of customer concentration and a fairly commoditized product line. The ratings also consider the need to refinance the $330 million of notes maturing in July 2022. The Positive Rating Watch reflects the potentially significant deleveraging with the planned sale of the company and an expected intention to manage with lower leverage going forward. Fitch compares HLMN to Park River Holdings (IDR; B), a building products distributor. The two companies have commodity-like products and have a high degree of customer concentration, primarily to big box retail stores. However, HLMN's leverage, after considering the transaction, is expected to be significantly below Park River's, which is expected to end 2021 around 6.3x and decline under 6.0x during 2022. KEY ASSUMPTIONS Fitch's key assumptions within its rating case for the issuer include: -- The transaction occurs as currently planned; -- Organic growth is particularly strong in 2020 due to high repair and remodeling tailwinds. Fitch assumes these tailwinds significantly slow driving low-single digit growth in the medium term; -- EBITDA margins of 16% in 2020, which remain fairly steady thereafter; -- Significantly lower interest costs support FCF margins in the mid-single digits; -- The company prioritizes deleveraging while balancing an appetite for M&A. RATING SENSITIVITIES Factors that could, individually or collectively, lead to a positive rating action/upgrade: -- An upgrade of HLMN's ratings is likely upon completion of the transaction. Should the transaction not be completed, the following factors would support a positive rating action: -- Commitment to a financial policy supporting maintenance of debt/EBITDA below 6.5x. -- FCF margins sustained in the low-to-mid-single-digits. Factors that could, individually or collectively, lead to a negative rating action/downgrade: -- An inability to deleverage as near-term debt maturities drive higher refinancing risk. -- FFO interest coverage consistently below 1.3x. -- Sustained negative FCF generation that strains liquidity. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE As of Sept. 26, 2020, HLM had total liquidity of $166 million, composed of $32 million of cash and equivalents, and $134 million of availability under its ABL facility, which expires in 2024. The company's capital structure consisted of $97 million of ABL facility borrowings, $1.0 billion of senior secured term loan borrowings, $330 million of 6.375% senior unsecured notes due 2022, and $105 million of 11.6% junior subordinated debentures. The term loan amortizes at 1% per year and matures in 2025. The junior subordinated debentures were created in 1997 during the conversion from partnership to corporation and were lent by holding entity Hillman Group Capital Trust. Fitch has assigned 50% equity credit to the debentures. HILLMAN COS: S&P Places 'B-' ICR on Watch Positive on SPAC Merger ----------------------------------------------------------------- S&P Global Ratings placed all ratings on CreditWatch with positive implications, including the 'B-' issuer credit rating on U.S.-based The Hillman Cos. Inc., meaning it could affirm or raise the ratings following its review. The Hillman Cos. Inc. announced that it will merge with Landcadia Holdings III Inc. a publicly traded special purpose acquisition company (SPAC). The transaction will include approximately $500 million publicly raised equity through Landcadia Holdings III Inc. and $375 million from private investors. The positive CreditWatch placement reflects the potential for a higher rating following its review. Assuming no equity redemptions, the proposed transaction will reduce net debt by approximately $710 million, funded by $500 million proceeds from SPAC investors, $375 million from private investment in public equity (PIPE) investors, and a new $835 million first-lien term loan. S&P expects the company to repay all of its existing debt, including about $1.0 billion outstanding on its term loan, $330 million senior unsecured notes, and $105 million trust-preferred equity. S&P said, "We forecast adjusted leverage for the 12 months ended Dec. 31, 2020, of 8.4x. We estimate pro forma leverage of about 4.5x, assuming net debt repayment of $710 million upon completion of the SPAC merger." The post-SPAC merger company will be approximately 49% owned by existing Hillman financial sponsor (primarily CCMP), 26% by public investors, 20% by PIPE investors, and 5% by the Landcadia III sponsors. S&P said, "CCMP will continue to have close to 50% ownership of the company, though we expect it to sell down shares over time. While Hillman has indicated its intention to maintain lower leverage as a public company, it's possible it could continue to make opportunistic acquisitions as it has done historically. A clearer understanding of financial policy moving forward will be a key factor in our CreditWatch resolution." "We expect the company to generate low-double-digit percentage adjusted EBITDA growth through fiscal 2021, compared to about forecasted $210 million adjusted EBITDA in fiscal 2020. This growth will result from sustained demand for repair and remodeling supplies and a rebound of the higher-margin keys and engravings business. We expect an adjusted EBITDA margin of between 17.0%-17.5% in fiscal 2021, compared to 15.0%-15.5% in fiscal 2020." "We will resolve the CreditWatch placement following the review of the final post-merger capital structure and our evaluation of the company's financial policies and governance measures. If the transaction is completed largely in line with preliminary terms, we could raise the ratings." HOME SWEET HOME: Seeks to Hire Weiss Law Group as Legal Counsel --------------------------------------------------------------- Home Sweet Home DD, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire The Weiss Law Group, LLC as its counsel. The firm's services will include: (a) providing legal advice with respect to the powers, rights, and duties of the Debtor; (b) providing legal advice and consultation related to the legal and administrative requirements of the Debtor's Chapter 11 case; (c) taking appropriate actions to protect and preserve the estate, including prosecuting actions on the Debtor's behalf, defending actions commenced against the Debtor, and representing the Debtor's interests in any negotiations or litigation in which it may be involved; (d) preparing legal papers; (e) representing the Debtor's interests at the initial debtor interview, meeting of creditors and court hearings; (f) assisting the Debtor in the formulation, negotiation and implementation of a Chapter 11 plan and all documents related thereto; (g) assisting the Debtor with respect to the negotiation, documentation, implementation, consummation and closing of transactions, including the sale of assets; (h) assisting the Debtor with respect to the use of cash collateral, obtaining financing, and negotiating, drafting, and seeking approval of any documents related thereto; (i) reviewing claims and representing the Debtor in connection with objections to such claims; (j) advising the Debtor with respect to executory contracts and unexpired leases; (k) coordinating with other professionals employed in the case; (l) analyzing applications, orders, motions, and other pleadings and documents filed with the bankruptcy court; (m) communicating with creditors, the Subchapter V trustee, and other parties in interest; and (n) other legal services. Brett Weiss, Esq., the attorney who will be handling the case, charges an hourly fee of $495. Paralegals will charge $125 per hour. The Debtor paid the firm retainer fees in the total amount of $18,333.33. Brett Weiss, Esq., at Weiss Law Group, disclosed in a court filing that the firm and its attorneys do not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Brett Weiss, Esq. The Weiss Law Group, LLC 6404 Ivy Lane, Suite 650 Greenbelt, MD 20770 Phone: (301) 924-4400 Email: brett@BankruptcyLawMaryland.com About Home Sweet Home DD, Inc. Home Sweet Home DD, Inc. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10213) on Jan. 12, 2021, listing under $1 million in both assets and liabilities. Judge David E. Rice oversees the case. Brett Weiss, Esq., at The Weiss Law Group, LLC, serves as the Debtor's counsel. HORIZON THERAPEUTICS: S&P Upgrades ICR to 'BB'; Outlook Stable -------------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit rating on biopharmaceutical company Horizon Therapeutics PLC to 'BB' from 'BB-'. The outlook is stable. S&P said, "The stable outlook reflects our expectation for adjusted debt to EBITDA to remain in the 2x-3x range, double-digit revenue growth over the next 12 months, and a slight contraction of EBITDA margins, assuming strong volume growth of TEPEZZA and KRYSTEXXA and additional SG&A and R&D investment." "We expect adjusted debt to EBITDA to remain in the 2x-3x range, despite potential acquisitions. We are more confident Horizon will maintain more conservative credit metrics because of TEPEZZA's significant overperformance which, combined with KRYSTEXXA, will provide a strong source of revenue and EBITDA growth for three to five years or more. Our expectation for about $1 billion of EBITDA in 2021 and the company's cash balance ($2.08 billion at year-end 2020) result in capacity for more than $4 billion in acquisitions while maintaining adjusted debt to EBITDA below 3x in 2021. We do not think Horizon has the urgency for a larger acquisition because of the strong growth profile of its current product portfolio, and we think the company is more likely to opt for a combination of moderate-sized acquisitions ($1 billion-$3 billion) and partnerships with modest up-front commitments and longer-dated contingencies. We expect the company to prioritize deleveraging if it makes a large acquisition, given its publicly stated leverage target of 2x." "We view the likely stock-out of TEPEZZA in first-quarter 2021 as a temporary disruption and believe TEPEZZA will generate over $1 billion in sales in 2021. Horizon ran out of TEPEZZA doses by the end of 2020 because its third-party drug product manufacturing capacity has been superseded by COVID-19 vaccine production. The company is working on an upscaled drug product manufacturing process with its current third-party drug manufacturer that could be approved by the U.S. Food and Drug Administration in the first quarter. We think it is likely Horizon can source enough TEPEZZA doses to grow sales in 2021, and we believe the large untreated patient population will provide a source of consistent revenue growth for five to seven years as awareness of TEPEZZA rises in a large untreated population." Revenue concentration in TEPEZZA and KRYSTEXXA (expected of 60% of revenue in 2021) will continue to increase. TEPEZZA sales have grown rapidly, and TEPEZZA and KRYSTEXXA will account for an increasing percentage of Horizon's sales (likely about 70% in 2022). S&P's believe the believe Horizon's high product concentration exposes it to unexpected operational disruptions (e.g. the product stock-out) and competition. TEPEZZA could face branded competition from Viridian Therapeutics as soon as 2023-2024 because the company is developing a treatment that could enter phase 2 trials in the second half of 2021 and potentially phase 3 trials in 2022. S&P thinks TEPEZZA will face biosimilar competition in 2032 and KRYSTEXXA could face biosimilar competition anywhere from 2023 to 2030 depending on the strength of its patents. S&P said, "We believe Horizon needs to further develop its drug development pipeline because the current pipeline is insufficient to sustain the business in the longer term. Horizon is currently developing a limited number of molecules including a next-generation gout treatment to succeed KRYSTEXXA and a recently acquired development-stage drug HZN-825 to potentially treat rare autoimmune diseases diffuse cutaneous systemic sclerosis and interstitial lung diseases." "The stable outlook reflects our expectation for adjusted debt to EBITDA of 2x-3x based on double-digit revenue growth over the next 12 months and a slight contraction of EBITDA margins, as well as our expectation for moderate-sized acquisitions and partnerships." "We could consider a lower rating if we expect adjusted debt to EBITDA to remain above 3x, likely due to a large acquisition, without significant improvement to product diversification. In this scenario, we would expect sustained weaker metrics because of a product pipeline that is insufficient to replace currently marketed products." S&P does not expect to raise the rating in the next 12 months, but it could consider a higher rating if: -- Horizon can add additional commercialized products that lower its concentration in TEPEZZA and KRYSTEXXA. In this scenario, S&P would expect Horizon's pipeline to sustain current revenue levels and grow the business in the longer term (five to 10 years). -- S&P is confident that adjusted debt to EBITDA will remain in the 1.5x-2x range. It believes this is less likely given the company's leverage target and the business' need to make acquisitions. HUDBAY MINERALS: S&P Alters Outlook to Stable, Affirms 'B' ICR -------------------------------------------------------------- On Jan. 26, 2021, S&P Global Ratings revised its outlook on Toronto-based base metals producer HudBay Minerals Inc. to stable from negative. At the same time, S&P affirmed its 'B' issuer credit and issue-level ratings on the company. S&P Said, "The outlook revision reflects stronger-than-expected cash flows and credit measures for the company over the next two years. We estimate the company will generate earnings and cash flows above our previous expectations, based on our higher metals price assumptions and updated operating expectations for HudBay Minerals Inc. over the next two years. We estimate HudBay will generate adjusted debt to EBITDA of 5x in 2021 compared with our estimated low-6x in 2020, with further improvement toward 4x in 2022. In our view, leverage at these levels is commensurate with our rating on the company." "The stable outlook primarily reflects our stronger expectations for HudBay's earnings and cash flow, and reduced downside risk to liquidity. We estimate the company's adjusted debt-to-EBITDA ratio will improve this year to about 5x, and trend lower in 2022 led by earnings growth. We also expect HudBay's liquidity position to remain generally stable this year despite high capital expenditures (capex), and for the company to generate material free cash flow generation in 2022." "We could consider a negative rating action over the next 12 months if we expect HudBay to sustain leverage well above 5x. In this scenario, we would assume a protracted period of metal prices well below our current assumptions, or operational challenges that reduce expected production. Cost overruns and/or delayed completion of its growth projects that lead to a material deterioration in liquidity from higher-than-expected free cash flow deficits could also result in a downgrade." "Although unlikely over the next 12 months, we could raise the rating if we believe HudBay will generate and sustain adjusted debt to EBITDA at about 3x. We would expect the company to also generate positive free cash flows, with improved production and cash flow visibility beyond current operations. In our view, a higher-than-expected cash position could improve the prospects of future business-enhancing growth investments." I-LOGIC TECHNOLOGIES: Credit Re-Launch No Impact on Moody's B2 CFR ------------------------------------------------------------------ Moody's Investors Service announced that I-Logic Technologies Bidco Limited's existing ratings, including the B2 Corporate Family Rating, and the stable outlook are unchanged following the company's re-launch of the syndication of its credit facilities. The credit facilities will contain the same terms and conditions as those originally contemplated at the time the ratings were assigned on October 23, 2020, though on the USD basis the term loan will now be $29 million higher than originally proposed, given currency exchange movements. The minimal impact of the incremental debt increase (on the USD basis) on leverage and interest cost, coupled with the company's solid fourth quarter 2020 performance, do not meaningfully alter I-Logic's credit profile. As such, both the ratings and the outlook remain unchanged. Issuer: I-Logic Technologies Bidco Limited Corporate Family Rating, Unchanged at B2 Probability of Default Rating, Unchanged at B2-PD Senior Secured Bank Credit facility, Unchanged at B2 (LGD3) Outlook: Issuer: I-Logic Technologies Bidco Limited Outlook, Unchanged at Stable I-Logic, with dual headquarters in New York and London, provides data, content and software to global markets participants. The company is privately owned by ION Investment Group. Pro-forma for the proposed Acuris combination, the company generated 2020 revenue of approximately $460 million. IDERA INC: S&P Rates New First-Lien Debt 'B-' on Recapitalization ----------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating, with a recovery rating of '3', on Idera Inc.'s first-lien debt. S&P also affirmed its 'B-' issue-level rating on the company's existing $787 million first-lien term loan. S&P's 'B-' issuer credit rating on Idera and the stable outlook are unchanged. The rating agency also assigned its 'CCC' issue-level rating, with a recovery rating of '6', on the company's proposed second-lien term loan. Idera Inc., a provider of database, application development, and testing software, announced a recapitalization. The company plans to issue a new $100 million revolving credit facility, a $330 million incremental first-lien term loan, and a $350 million second-lien term loan. As part of this transaction, Partners Group will acquire a majority equity stake in Idera through a new cash equity contribution. The company was valued at a total enterprise value of $3 billion during this transaction. Idera has delivered strong revenue and EBITDA growth over the past 12 months and S&P expects this trend to continue. Idera Inc. has generated above-average growth since 2017, when it actively started pursing its growth through its merger and acquisition (M&A) strategy. Net revenue growth continues to be about 25% on a year-over-year basis. S&P expects EBITDA margins to improve to the high-50% area and free cash flow to debt to improve to above 5%. This growth story is primarily driven by debt-funded M&A and successful integration of these acquisitions. S&P said, "We expect the company to maintain its M&A strategy at least for the next few years. We believe the database tools segment is maturing and facing headwinds as applications move to the cloud. As such, we expect Idera will continue to focus on acquiring companies in the fast-growing DevOps and developer tools segments. The company recently acquired Qubole Inc., a provider of open data lake solutions. Despite debt-funded acquisitions, we expect the company to continue generating positive free cash flow." COVID-19 has had limited effects on company's business and will not be disruptive to the business this year. Idera's business has performed well through COVID-19 disruptions. The company is safeguarded given it has no end-market industry concentration and has no physical presence for its model installations at the customer site. S&P values the company on a going-concern basis using a 6x multiple of the rating agency's projected emergence EBITDA. S&P's simulated default scenario assumes a default in 2023 due to increased competition resulting in pricing pressure and lower renewal rates, and from database OEMs providing competing products at no charge to their customers, eroding the need for third-party software solutions. Simulated year of default: 2023 -- EBITDA multiple: 6x -- EBITDA at emergence: $131 million -- Net enterprise value (after 5% administrative costs): $747 million -- Valuation split in % (obligors/nonobligors): 65/35 -- Collateral value available to first-lien debt claims: $712 million -- Secured first-lien debt claims: $1.328 billion -- Recovery expectations: 50%-70% (rounded estimate: 55%) -- Secured second-lien debt claims: $368 million -- Recovery expectations: 0%-10% (rounded estimate: 5%) Note: Debt amounts include six months of accrued interest that S&P assumes will be owed at default. Collateral value includes asset pledges from obligors (after priority claims) plus equity pledges in nonobligors. S&P generally assumes usage of 85% for cash flow and 60% for asset-based lending revolving facilities at default. IMAGINE GROUP: S&P Downgrades ICR to 'D' on Completed Debt Recap ---------------------------------------------------------------- S&P Global Ratings lowered its issuer credit rating on Minneapolis-based marketing solutions provider The Imagine Group LLC to 'D' from 'CCC', its issue-level rating on the company's senior secured first-lien debt to 'D' from 'CCC', and its issue-level rating on the company's second-lien debt to 'D' from 'CC'. Subsequently, S&P is discontinuing all of its ratings on the company. On Jan. 26, 2021, Minneapolis-based marketing solutions provider The Imagine Group LLC announced that it had completed a debt recapitalization. S&P said, "This recapitalization transaction involved a combination of debt exchanges and repurchases from its existing lenders, which we believe provided them with less value than they were originally promised under the facilities." "The downgrade reflects our view that Imagine provided its former lenders with less value than they were originally promised through the various debt exchanges and repurchase transactions involved in its recapitalization. Imagine announced that it had completed the debt recapitalization on Jan. 26, 2021, which reduced its outstanding debt load to about $100 million from almost $550 million previously. In our view, the reduction in the company's debt load will provide it with greater operational and financial flexibility." "We are discontinuing our ratings on Imagine and its debt because it completed its recapitalization and redeemed all of the debt we previously rated." IN-SHAPE HOLDINGS: Auction of All Assets Set for Feb. 16 -------------------------------------------------------- In-Shape Holdings, LLC, and affiliates, filed with the U.S. Bankruptcy Court for the District of Delaware a notice of the approved bidding procedures 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. On Dec. 16, 2020, the Debtors filed their Sale Motion, seeking, among other things, to sell all or substantially all of their assets at an auction free and clear of all liens, claims, encumbrances and other interests, and to assume and assign certain leases and executory contracts in connection therewith. On Jan. 20, 2021, the Court entered the Bidding Procedures Order. The Bidding Procedures Order set the key dates and times related to the Sale of the Purchased Assets. All interested bidders should carefully read the Bidding Procedures Order and the Bidding Procedures. To the extent that there are any inconsistencies between the Bidding Procedures Order (including the Bidding Procedures) and the summary description of its terms and conditions contained in the Notice, the terms of the Bidding Procedures Order will control. Among other things, by the Bidding Procedures Order, the Court approved the Debtors' entry into an Asset Purchase Agreement with In-Shape Acquisition 2021, LLC, as a "stalking horse" agreement, subject to higher and better competing bids. Pursuant to the terms of the Bidding Procedures, the Auction to sell the Purchased Assets, which will be transcribed or recorded on video, at 11:00 a.m. on Feb. 16, 2021, at the offices of Troutman Pepper LLP, located at 1313 Market Street, Suite 5100, in Wilmington, Delaware 19801, or such other location, including by virtual meeting, as will be identified in a notice filed with the Court at least 24 hours before the Auction. Within 12 hours of the conclusion of the Auction, the Debtors will file a notice with the Court identifying the Successful Bidder, which notice will be made available at the website of the Debtors’ Claims and Noticing Agent at https://cases.stretto.com/InShape. The Motion asks entry of the Sale Order that is expected to provide, among other things, that any Successful Bidder will have no responsibility for, and the Purchased Assets will be sold free and clear of, any successor liability, including the following: (a) any liability or other obligation of the Debtors' estates or related to the Purchased Assets other than as expressly set forth in the Sale Order; or (b) any claims against the Debtors, their estates, or any of their predecessors or affiliates. The Sale Hearing is set for Feb. 19, 2021, at 2:00 p.m. (ET). The Sale Objection Deadline is Feb. 11, 2021, at 4:00 p.m. (ET). The counterparties to contracts that may be assumed and assigned will receive a separate notice regarding cure amounts and adequate assurance of future performance. The Notice of Bidding Procedures, Auction Date, and Sale Hearing is subject to the full terms and conditions of the Motion, Bidding Procedures Order and Bidding Procedures, which Bidding Procedures Order will control in the event of any conflict, and the Debtors encourage parties in interest to review such documents in their entirety. Any party that has not received a copy of the Motion or the Bidding Procedures Order that wishes to obtain a copy of the Motion or the Bidding Procedures Order, including all exhibits thereto, may obtain such documents at the Debtors' case website (https://cases.stretto.com/InShape) or by written request to Stretto, the Debtors' Claims and Noticing Agent, at TeamInShape@stretto.com or by telephoning Stretto at (855) 347-5424. A copy of the APA and 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. INPIXON: Prices $30 Million Registered Direct Offering ------------------------------------------------------ Inpixon has entered into a securities purchase agreement with a single institutional investor to purchase 19,354,838 shares of common stock (or pre-funded warrants in lieu thereof) and warrants to purchase up to an aggregate of 19,354,838 shares of common stock at a purchase price of $1.55 per share (or $1.549 per pre-funded warrant) and accompanying warrant in a registered direct offering priced at-the-market under Nasdaq rules. The warrants have an exercise price of $1.55 per share, are exercisable immediately, and will expire five years following the date of issuance. Maxim Group LLC is acting as the sole placement agent in connection with the offering. The gross proceeds to Inpixon from the offering are expected to be approximately $30.0 million before deducting the placement agent's fees and other estimated offering expenses. The use of proceeds from the offering may include, but are not limited to, future acquisitions or other strategic activities intended to accelerate the Company's growth. The closing of the offering is expected to occur on or about Jan. 27, 2021 subject to the satisfaction of customary closing conditions. The securities are being offered pursuant to a shelf registration statement on Form S-3 (333-223960), which was declared effective by the United States Securities and Exchange Commission on June 5, 2018. The offering of the shares of common stock, pre-funded warrants, the warrants and the shares of common stock underlying the pre-funded warrants and warrants will be made only by means of a prospectus supplement that forms a part of the registration statement. Copies of the final prospectus supplement and accompanying prospectus relating to the registered direct offering may be obtained, when available, by contacting Maxim Group LLC, 405 Lexington Avenue, 2nd Floor, New York, NY 10174, or by telephone at (212) 895-3745. About Inpixon Headquartered in Palo Alto, California, Inpixon (Nasdaq: INPX) is an indoor intelligence company that specializes in capturing, interpreting and giving context to indoor data so it can be translated into actionable intelligence. The company's indoor location and data platform ingests diverse data from IoT, third-party and proprietary sensors designed to detect and position all active cellular, Wi-Fi, UWB and Bluetooth devices, and uses a proprietary process that ensures anonymity. Paired with a high-performance data analytics engine, patented algorithms, and advanced mapping technology, Inpixon's solutions are leveraged by a multitude of industries to do good with indoor data. This multidisciplinary depiction of indoor data enables users to increase revenue, decrease costs, and enhance safety. Inpixon customers can boldly take advantage of location awareness, analytics, sensor fusion and the Internet of Things (IoT) to uncover the untold stories of the indoors. Inpixon reported a net loss of $33.98 million for the year ended Dec. 31, 2019, compared to a net loss of $24.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $52.59 million in total assets, $13.12 million in total liabilities, and $39.47 million in total stockholders' equity. Marcum LLP, in New York, NY, the Company's auditor since 2012, issued a "going concern" qualification in its report dated March 3, 2020, citing that the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. INTELSAT SA: Seeks to Hire McDermott Will as Legal Counsel ---------------------------------------------------------- Intelsat S.A., and its affiliates seek approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ McDermott Will & Emery LLP as its legal counsel. In the ordinary course of business, McDermott has represented Intelsat with respect to certain litigation matters, employment benefit matters, disputes arising therefrom, and other miscellaneous work as necessary. Now, the Debtors anticipate that the scope of McDermott's services may increase in order to assist the Debtors in resolving the Litigation Claims. The firm's current hourly rates are: Partners $1,100-$2,200 Senior Counsel $840-$1,750 Employee Counsel $545-$1,620 Associates $605-$1,100 Paraprofessionals $200-$690 John Calandra $1,500 Lisa Gerson $1,205 Darren Azman $1,205 Gregg Steinman $945 John Calandra, a partner of McDermott, disclosed in court filings that his firm is "disinterested" as defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: John J. Calandra, Esq. McDermott Will & Emery LLP 340 Madison Avenue New York, NY 10173-1922 Tel: (212) 547-5400 Fax: (212) 547-5444 Email: jcalandra@mwe.com About Intelsat S.A. Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held operator of satellite services businesses, which provides a diverse array of communications services to a wide variety of clients, including media companies, telecommunication operators, internet service providers, and data networking service providers. The Company is also a provider of commercial satellite communication services to the U.S. government and other select military organizations and their contractors. The Company's administrative headquarters are in McLean, Virginia, and the Company has extensive operations spanning across the United States, Europe, South America, Africa, the Middle East, and Asia. Intelsat S.A. and its debtor affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020. The petitions were signed by David Tolley, executive vice president, chief financial officer, and co-chief restructuring officer. At the time of the filing, the Debtors disclosed total assets of $11,651,558,000 and total liabilities of $16,805,844,000 as of April 1, 2020. Judge Keith L. Phillips oversees the cases. The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal counsel; Alvarez & Marsal North America, LLC as restructuring advisor; PJT Partners LP as financial advisor & investment banker; Deloitte LLP as tax advisor; and Deloitte Financial Advisory Services LLP as fresh start accounting services provider. Stretto is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on May 27, 2020. The committee tapped Milbank LLP and Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as financial advisor; Moelis & Company LLC as investment banker; Bonn Steichen & Partners as special counsel; and Prime Clerk LLC as information agent. INTERMEDIATE DUTCH: S&P Assigns 'B' ICR, Outlook Stable ------------------------------------------------------- S&P Global Ratings assigned its 'B' issuer credit rating to Intermediate Dutch Holdings (doing business as NielsenIQ f/k/a) (NIQ). At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed senior secured facilities. S&P said, "The stable outlook reflects our view that NIQ is a well-positioned player in the industry and incorporates our belief its recent cost-savings plans will improve its debt to EBITDA to about 5x by the end of fiscal year 2021. "Our rating on NIQ reflects its healthy and aggressive competition from regional players, primarily IRI Holdings Inc. in the U.S. market, which affects its market share and EBITA margin profile. The company has historically underperformed with a lack of revenue growth and a below-average EBTIDA margin profile, particularly in the U.S., compared with other players due to its less robust technology platform and weaker service offerings. The secular changes in the retail and consumer packaged goods (CPG) industries have also continued to affect its ability to increase its revenue. Additionally, there are significant restructuring costs related to its cost-savings initiatives and Connect platform roll-out. "The company's leverage, pro forma for the proposed refinancing, was in the mid-8x range as of Dec. 31, 2020, and we forecast it will improve to the low-5x area by the end of fiscal year 2021. We attribute this to significant cost savings from the initiatives it implemented in 2020, which we forecast the company will largely realize the effects of in 2021. NIQ plans to achieve about $170 million of cost savings over the next three years. Given our forecast for EBITDA growth, we expect NIQ's leverage metric to improve to the low-5x area by the end of fiscal year 2021 and below 5x by the end of fiscal year 2022." The challenges facing the company are somewhat offset by its position as the leading global player and a known brand in retail measurement data, service, and analytics. NIQ has also increased its investment in its Connect platform, which will improve its long-term growth opportunities and competitive advantage. Additionally, it has implemented multiple cost-savings initiatives (about 90% already actioned in 2020). NIQ has a global footprint given its presence in more than 90 countries, including both developed and developing regions. The company also has long-standing relationships with its customers and retail partners with average contracts ranging 3-5 years in length, a favorable recurring revenue base (about 70%), and high customer retention rates. The company participates in a competitive industry. NIQ derives about 65% of its revenue from its Retail Measurement Service (RMS) business, which enables its customers to make a detailed examination of CPG business trends using sales and information gathered from retail and online channels, enabling them to gain insights into their performance and implement improvements both globally and locally. This business competes primarily with IRI Holdings in the U.S., where the companies each have about 45% of the RMS market share, and faces regional competition in other parts of the world. However, NIQ's U.S. RMS business only accounts for about 25% of its RMS revenue. The company has been investing in its technology and service offerings to better compete with IRI, potentially recapture market share, and defend its global market share against other competitors. Additionally, the company's investments in its omnichannel and e-commerce initiatives will enable it to increase its presence across the evolving e-commerce landscape. S&P expects NIQ to require capital spending of about $200 million annually and anticipate its free operating cash flow (FOCF) to debt will be negative in 2021 (largely due to $158 million of transaction fees) before improving to between $100 million and $110 million in 2022. The company is a key global player and its relationships provide barriers to entry. NIQ operates at a global scale with a presence in more than 90 countries and maintains deep relationships with many packaged good companies and key retailers. The company holds leading positions in all of the major developed markets, as well as in emerging markets in China, India, Russia, and Latin America. NIQ generates about 27% of its revenue in the U.S., 36% from other developed countries, and 37% from developing countries. The company has multiyear contracts across its customer bases in the food, health care, beauty, and other categories. These contracts provide it with good revenue visibility because they average 3–5 years in length and cover approximately two-thirds or more of its total revenue as of the beginning of each year. This industry also has significant barriers to entry given the capital intensity and required lead time to collect data, which somewhat protects its market share. Overall, the company's business features high customer retention rates of about 95% and S&P forecasts it will increase its revenue by the low single digit percent area in 2021. NIQ is exposed to the secularly challenged retail and CPG industries. These industries continue to face secular headwinds such as store closures in the retail industry and cost rationalization across both the retail and CPG sectors, including reduced advertising and marketing spending. S&P expects these trends to continue after the coronavirus pandemic abates and believe they may pressure NIQ's growth rates. Furthermore, physical retail stores could see increased competition from e-commerce companies after the pandemic, which has pushed a large percentage of shoppers online. Additionally, competition from its well-established peers in the industry has pressured its pricing while new entrants in the analytics and panel segments are offering a better value proposition at lower costs, which will potentially limit its future revenue growth. While the COVID-19 related shutdowns negatively affected major retailers and consumer spending, NIQ's clients in several business categories, including CPG, were considered essential and saw a material increase in the demand for their products. In some cases, this led to elevated demand for the company's data and analytics services and solutions. However, this was not sufficient to fully offset the negative effects on its business segments tied to regions primarily in the developing markets, where the company was unable to gather data due to restrictions. S&P said, "The stable outlook on NIQ reflects our view that it is a well-positioned player in the industry and incorporates our belief it will increase its revenue and achieve cost savings from its recent initiatives, which we expect to improve its debt to EBITDA to about 5x by the end of fiscal year 2021." S&P could raise its rating on NIQ over the next 12 months if it increases its revenue and improves its credit metrics, including reducing its debt to EBITDA below 5x. Specifically, S&P believes this could occur if: -- The company demonstrates improving business performance through top-line growth; -- NIQ increases its EBITDA margins to about 12% on a sustained basis by improving its operating leverage and realizing cost savings; and -- It maintains a prudent financial policy with no large debt-financed acquisitions or dividends. Although unlikely, S&P could lower its rating on NIQ over the next 12 months if it is unable to improve its business growth trends by increasing its top line, reduce its leverage below 6.5x, and generate positive FOCF. Such a scenario could occur due to: -- A loss of market share or unforeseen pressures from COVID-19; or -- Large debt-financed acquisitions or dividends. JG FASHION: Files for Chapter 7 Bankruptcy ------------------------------------------ Liz Young of the New York Business Journal reports that JG Fashion Group LLC, which does business as Jay Godfrey, a designer of high-end women's dresses, gowns and jumpsuits, has filed for Chapter 7 bankruptcy. The New York City company announced it planned to "press pause" on its business amid the Covid-19 pandemic and changes happening in the retail industry. The business earned about $3.3 million in gross revenue in 2020 -- a steep drop off after bringing in more than $7.5 million in 2019 and $6 million in 2018, according to the documents. Jay Godfrey's clothing is sold at retailers like Saks Fifth Avenue, Neiman Marcus and Revolve, with pieces priced from roughly $100 on sale, up to $500. The fashion company posted a statement to its website about its plans to close for the time being: "The last 12 years at Jay Godfrey have been spent celebrating the beauty of the female figure by dressing her for life's most joyous occasions. "With so many changes in the retail industry and the continued effects of Covid-19, we've made the difficult but necessary decision to press pause on our business to take the time to reflect, regroup, and prepare for the future. "We feel immense gratitude toward our customers and retail partners for their continued support over the years and look forward to a new chapter." A meeting of creditors will be held virtually Feb. 5, 2021. About JG Fashion Group JG Fashion Group LLC was a designer of high-end women's dresses, gowns and jumpsuits in New York City. The company listed its address as 210 Eleventh Ave., Suite 202, in New York City. JG Fashion Group filed a Chapter 7 bankruptcy petition (Bankr. S.D.N.Y. Case No. 20-12993) on Dec. 31, 2020. In the petition signed by Joshua Godfrey, the Debtor listed total assets of $2.1 million, while its total liabilities of $4.2 million. Judge Shelley Chapman has been assigned to the bankruptcy case. The Debtor's Chapter 7 counsel: Elise S. Frejka Frejka PLLC Tel: 212-641-0848 E-mail: efrejka@frejka.com The bankruptcy trustee is listed as Gregory Messer of the Law Office of Gregory Messer PLLC in Brooklyn. KB US HOLDINGS: Acme Markets Inc. Buying FF&E for $400K Cash ------------------------------------------------------------ KB US Holdings, Inc. and affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to authorize the sale of furniture, fixtures, and equipment to Acme Markets, Inc. for $400,000, cash. An expedited telephonic hearing on the Motion is set for Feb. 4, 2021, at 11:00 a.m. (ET). Any parties wishing to participate in the Hearing must make arrangements through CourtSolutions, LLC by calling 917-746-7476 or by registering online at www.court-solutions.com. The Objection Deadline is Feb. 1, 2021 at 4:00 p.m. (ET). On Oct. 26, 2020, the Court entered the Order (I) Authorizing and Approving the Sale of Substantially All of the Debtors' Assets, (II) Authorizing and Approving the Assumption and Assignment of Contracts; and (III) Granting Related Relief, approving, among other things, the sale of the Debtors' 27 stores to Acme. On Jan. 23, 2021, the Debtors filed the Notice of Closing of Acme Sale and Filing of Consolidated List of Assumed Contracts, providing notice that the closing of the Acme Sale occurred on Jan. 23, 2021. Following the closure of the Closed Stores, the Debtors sought to liquidate the remaining assets from the Closed Stores. Acme has agreed to purchase the FF&E owned by the Debtors associated with the Closed Stores for a cash purchase price of $400,000, on the same basis as was the sale and transfer of assets in the Acme Sale. After assessing the value of the FF&E, and soliciting interest from third-party liquidators, the Debtors determined that the Purchase Price provides fair value for the FF&E, and the FF&E Sale is in the best interest of the Debtors’ and their stakeholders, and will maximize the value of the Debtors' estates. The FF&E will be sold free and clear of any and all liens, claims, interests, and other encumbrances, with any such liens, claims, interests, and encumbrances to attach to the proceeds of the applicable sale. By the Motion, the Debtors respectfully ask entry of an order (a) authorizing the sale of their FF&E set forth in Exhibit B and located at the closed stores in Warren, NJ; Bernardsville, NJ; Hoboken, NJ; Maplewood, NJ; Gillette, NJ; and Reston, VA ("Closed Stores"), free and clear of liens, claims, interests, and encumbrances to Acme, and (c) granting related relief. The prepetition secured lenders and the DIP lenders support the relief requested in the Motion. The Debtors have marketed their assets, including the Closed Stores and their FF&E, since March 2019 and during these chapter 11 cases. Following the Auction, they selected Acme as the successful bidder for 27 of their stores. Although certain parties indicated some interest in the remaining stores following a post-Auction marketing effort, no party provided a viable proposal for the Closed Stores or FF&E. The Debtors do not believe a further auction is necessary or value-creating. In light of the current circumstances and the Debtors' need to conduct a prompt wind-down of their estates to reduce expenses in connection with the storage of the FF&E, the FF&E Sale must be consummated as soon as practicable. Accordingly, the Debtors ask that the Proposed Order be effective immediately upon entry of each such order and that the 14-day stay periods under Bankruptcy Rule 6004(h) be waived. A copy of the Exhibit B is available at https://tinyurl.com/y263s8qr from PacerMonitor.com free of charge. About KB US Holdings KB US Holdings, Inc. is the parent company of King Food Markets and Balducci's Food Lover's Market. Headquartered in Parsippany, N.J., Kings Food Markets has been a specialty and gourmet food market across the East Coast. In 2009, Kings Food Markets acquired specialty gourmet retail grocer, Balducci's Food Lover's Market. As of the petition date, the Debtors operate 35 supermarkets across New York, New Jersey, Connecticut, Virginia, and Maryland. KB US Holdings and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. N.Y. Lead Case No. 20-22962) on Aug. 23, 2020. At the time of the filing, Debtors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Sean H. Lane oversees the cases. The Debtors tapped Proskauer Rose LLP as their legal counsel, Peter J. Solomon as investment banker, Ankura Consulting Group LLC as financial advisor, and Prime Clerk LLC as claims, noticing and solicitation agent. KENNEDY-WILSON INC: S&P Rates New Unsecured Notes 'BB' ------------------------------------------------------ S&P Global Ratings assigned its 'BB' issue-level rating and '5' recovery rating to Kennedy-Wilson Inc. (KW)'s proposed unsecured notes due 2029 and 2031. The proposed transaction is leverage neutral, as KW will use the proceeds to redeem up to $1 billion of its $1.15 billion outstanding 5.875% senior notes due 2024. As of Sept. 30, 2020, KW's unsecured debt had a weighted average maturity of 3.6 years and a weighted average interest rate of 5.3%. S&P expects the proposed transaction will smooth and extend the company's scheduled debt maturities and will help improve cost of funding. KW is a wholly owned subsidiary of Kennedy-Wilson Holdings Inc. (KWH), which will act as guarantor of the notes. The notes and the guarantees will be subordinated to all secured debt of KW and the guarantors, to the extent of the value of the assets securing that debt. The rating reflects S&P's expectation for modest recovery (10%-30%; rounded estimate: 15%)under a hypothetical default scenario and is one notch below the 'BB+' issuer credit rating on KWH. KWH is a multinational diversified real estate owner and operator with a complementary investment management platform. As of Sept. 30, 2020, the company had $10 billion in gross assets (pro rata for unconsolidated investments). Its portfolio comprises primarily multifamily and office properties, largely focused on the Western U.S., the U.K., and Ireland. The company's two key investment segments are its consolidated portfolio, which targets wholly owned investments ($8.5 billion of gross assets), and its co-investment portfolio, which includes real estate and loan investments at a minority interest ($1.5 billion). For the nine months as of Sept. 30, 2020, KWH's same-property net operating income (NOI) declined 1.1% and it reported an overall rent collection of 93% during the quarter, with multifamily and office platforms (representing 86% of quarterly billed rents) at 98% and 96%, respectively. KESTRA ADVISOR: Moody's Affirms B3 CFR on Strong Revenue -------------------------------------------------------- Moody's Investors Service affirmed Kestra Advisor Services Holdings A, Inc.'s B3 Corporate Family Rating and B3 senior secured bank credit facility. The rating action follows Kestra's proposed $50 million add-on to its existing term loan. The outlook remains stable. Moody's has taken the following rating actions on Kestra Advisor Services Holdings A, Inc.: Corporate Family Rating, Affirmed B3 Senior Secured 1st Lien Term Loan, Affirmed B3 Senior Secured 1st Lien Revolving Credit Facility, Affirmed B3 Outlook, Remains Stable RATINGS RATIONALE Moody's said the ratings' affirmation reflects Kestra's high leverage, low profitability, but strong revenue and EBITDA growth driven by M&A and advisor recruiting. Kestra, similar to its independent-broker dealer peers, faced significant challenges in 2020, following the rapid decline in broad equities markets and the Federal Reserve Board (Fed) cut to the fed funds rate to its new range of 0%-.25% in early 2020. Although Kestra has a relatively lower reliance on cash sweep revenue - which is linked to short-term interest rates -- the drop in equities markets and client assets in 2020 introduced significant revenue headwinds and volatility, however the sharp market rebound that followed has helped maintain its stable financial profile. Kestra's Moody's-adjusted debt leverage was 5.7x for the trailing twelve months period ending September 2020 and would increase to around 6.3x pro-forma the add-on. Moody's said that Kestra's planned $50 million add-on to its term loan will allow the firm to pay down the $31 million balance on its revolving credit facility and maintain the net remaining amount on its balance sheet, bolstering its liquidity. Kestra had drawn on its $75 million revolving credit facility in 2020 allowing it to respond to the challenges presented by the coronavirus pandemic. Moody's said that Kestra's clients assets under management (AUM) as of November 30, 2020 reached $46 billion. Moody's expects Kestra's revenue to rise in the first quarter of 2021, driven by its rising AUM balances, which continued into December 2020 which is the basis for Kestra's first quarter billing cycle. The wealth management sector is subject to an increasingly complex regulatory environment, including rules on fiduciary standards for retirement account advisors. Changes in regulatory requirements could prove complex and costly to implement, necessitating various system and process changes and extensive training and customer communications, and could significantly increase the ongoing compliance costs and litigation exposures. Moody's said that Kestra's fast-growing financial advisor base will require it to devote increasing resources towards oversight and regulatory compliance processes. Moody's said Kestra's outlook is stable reflecting its favorable revenue growth and prudent advisor recruiting policies that reinforce its credit profile. The stable outlook also reflects Moody's expectation that Kestra's management team will continue to grow through new recruitments and small acquisitions, while maintaining sufficient liquidity to support the firm's operations. Moody's said the firm remains susceptible to a broad and sustained decline in clients' asset values, since its revenue is concentrated in fees associated with these. Kestra Advisor Services Holdings A, Inc. is the holding company for several operating entities that provide wealth management services for financial advisors. The corporate family includes Registered Investment Advisors (RIAs), broker-dealers, insurance agencies, and limited purpose trusts. As of November 2020, Kestra had over 2,000 independent financial advisors on its platform, with total client assets under management of around $46 billion. The firm is majority owned by funds managed Warburg Pincus LLC. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade: - Improving profitability, pretax margin and EBITDA growth that would sustain debt leverage below 5.5x - Continued implementation of a successful and prudent recruiting strategy of productive advisors, resulting in strong net new client asset growth and larger overall scale - Demonstration of a less aggressive financial policy with commitment to leverage targets Factors that could lead to a downgrade: - Deteriorating liquidity resulting in further draws on the revolving credit facility - Increase in leverage above 6.5x on a sustained basis - Deterioration in advisor productivity, significant worsening of advisor retention rates, or the emergence of significant regulatory compliance issues - Revenue decline or weaker margins without the demonstration of a reduction in operating expenses The principal methodology used in these ratings was Securities Industry Service Providers Methodology published in November 2019. L'OCCITANE INC: Court Approves Initial Steps in Chapter 11 ---------------------------------------------------------- Law360 reports that the U.S. affiliate of French cosmetics chain L'Occitane cleared its first Chapter 11 hearing in New Jersey without a smudge Thursday, January 28, 2021, in a case driven chiefly by company efforts to shed leases for underperforming brick-and-mortar sites as online sales surge. U.S. Bankruptcy Judge Michael B. Kaplan approved with few questions the debtor's initial requests, including an order for assumption or rejection of leases across the business, which operated 166 locations in 36 states and Puerto Rico at the time of its filing Wednesday. The business reported about $161.1 million in assets and $161.6 million in liabilities at case opening. About L'Occitane Inc. New York-based L'Occitane, Inc. -- http://www.loccitane.com/-- is a national retail chain that sells and promotes the internationally renowned "L'OCCITANE en Provence" beauty and well-being products brand in the United States through boutiques in 36 states and its website. After opening its first boutique in the U.S. in 1996, the Company presently operates 166 boutiques in 36 states and Puerto Rico. Founded by Olivier Baussan more than 40 years ago, Switzerland-based L'OCCITANE en Provence captures the true art de vivre of Provence, offering a sensorial immersion in the natural beauty and lifestyle of the South of France. From the texture of L'OCCITANE products to the scent, each skincare, body care, and fragrance formula promises pleasure through beauty and well-being -- a moment rich in enjoyment and discovery that goes beyond tangible benefits to create a different experience of Provence. On Jan. 26, 2021, L'Occitane, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21-10632). The Debtor estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. International operations are not part of the Chapter 11 filing. The Hon. Michael B. Kaplan is the case judge. Fox Rothschild LLP is serving as the Company's legal counsel, RK Consultants LLC is serving as financial advisor, and Hilco Real Estate, LLC is serving as real estate advisor to the Company. Stretto is the claims agent, maintaining the page https://cases.stretto.com/LOccitane L'OCCITANE INC: Parent's Shares Rise After Guidance, U.S. Filings ----------------------------------------------------------------- Felix Tam of Bloomberg Law reported Jan. 27, 2021, that L'Occitane International's shares soared a record 29% after disclosing quarterly sales, the bankruptcy filing of its U.S. unit to push rent renegotiations, and a sharply raised operating-margin forecast. The stock is the biggest gainer in Hang Seng Composite Index and had reached its highest level since April 2013 at HK$24.85. Jefferies has raised its target price 13% to HK$26 while net profit forecast for the year ending in March 2021 sees a jump of 28% on better-than-expected margin recovery. This FY's margin forecast from L'Occitane raised to 10%-11% from 5%-7%. L'Occitane on Jan. 26 in a filing with the Hong Kong Stock Exchange provided a quarterly update for the period ended Dec. 31, 2020: * The Group's sales momentum continued to improve significantly in FY2021 Q3 with overall growth of 4.3% at constant rates. * All key brands posted growth at constant rates in FY2021 Q3 -- L'Occitane en Provence grew by 3.0% and contributed most to overall growth; ELEMIS's performance was outstanding, with 18.8% growth; and LimeLife also posted decent growth of 7.8%. * In terms of geographic areas, China, Japan, the UK, Russia and Taiwan drove overall growth in FY2021 Q3, with encouraging sales growth at constant rates of 28.9%, 10.6%, 11.5%, 11.8%, and 14.7%, respectively. * Online channels remained robust and grew 62.1% at constant rates in FY2021 Q3 amid tightened restrictive measures in some countries during the festive season The Group's net sales were EUR1,189.4 million for the nine months ended Dec. 31, 2020 (FY2021 9M), representing a decrease of 5.4% at constant exchange rates, further improved from the six months ended Sept. 30, 2020. The Group's online channels continued to outperform and ended FY2021 9M with impressive growth of 71.8% and accounted for 38.1% of total net sales (FY2020 9M: 21.0%). Retail channels further improved from FY2021 Q2 despite operating under tough conditions. L'Occitane International also said that it is nearing the completion of its reorganisation plan at its headquarters. Despite the year-long pandemic and both major restructuring actions, the Group is confident that it will deliver better results than initially targeted at the start of FY2021. A full-text copy of the earnings announcement is available at https://www1.hkexnews.hk/listedco/listconews/sehk/2021/0126/2021012600625.pdf U.S. Filings L'Occitane said that U.S. sales in the quarter ended Dec. 31, 2020, were EUR84.88 million, compared with EUR102.55 million in the prior year. Of its 1,564 stores worldwide, 173 are in the U.S. "Today, the Group's subsidiary in the US -- L'Occitane, Inc. -- took an important step forward to best position the business there for the future. Specifically, this entity commenced a voluntary case under Chapter 11 of the US Bankruptcy Code to further accelerate the restructuring of its US store portfolio, with the goal of creating a right-sized sustainable brick-and-mortar network for the long term. During the process, US operations will continue as usual. This process includes only the US entity of the L'Occitane en Provence brand; it does not include the Group or any other US subsidiary. In particular, ELEMIS and LimeLife are not impacted. About L'Occitane Inc. Founded by Olivier Baussan more than 40 years ago, Switzerland-based L'OCCITANE en Provence captures the true art de vivre of Provence, offering a sensorial immersion in the natural beauty and lifestyle of the South of France. From the texture of L'OCCITANE products to the scent, each skincare, body care, and fragrance formula promises pleasure through beauty and well-being -- a moment rich in enjoyment and discovery that goes beyond tangible benefits to create a different experience of Provence. New York-based L'Occitane, Inc. -- http://www.loccitane.com/-- is a national retail chain that sells and promotes the internationally renowned "L'OCCITANE en Provence" beauty and well-being products brand in the United States through boutiques in 36 states and its website. After opening its first boutique in the U.S. in 1996, the Company presently operates 166 boutiques in 36 states and Puerto Rico. On Jan. 26, 2021, L'Occitane, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 21-10632). The Debtor estimated $100 million to $500 million in assets and liabilities as of the bankruptcy filing. International operations are not part of the Chapter 11 filing. The Hon. Michael B. Kaplan is the case judge. Fox Rothschild LLP is serving as the Company's legal counsel, RK Consultants LLC is serving as financial advisor, and Hilco Real Estate, LLC is serving as real estate advisor to the Company. Stretto is the claims agent, maintaining the page https://cases.stretto.com/LOccitane LAKES EDGE: Hearing on Trustee's Sale of All Assets Set for Feb. 18 ------------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of North Carolina will convene a hearing on Feb. 18, 2021, at 2:00 p.m., to consider the bidding procedures proposed by Ashley S. Rusher, Chapter 11 Trustee for the Lakes Edge Group, LLC, relating to the sale of substantially all of the Debtor's assets to Rabun Gap Holdings, LLC for $7.5 million, subject to overbid. The hearing will proceed virtually via Zoom for Government, rather than in person. The Court will enter a separate order providing for virtual hearing procedures prior to the Feb. 18, 2021 hearing. A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/y4yc5dxy from PacerMonitor.com free of charge. About The Lakes Edge Group The Lakes Edge Group, LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Lakes Edge Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 20-50715) on Sept. 24, 2020. Mark Fletcher, authorized representative, signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and estimated liabilities of $1 million to $10 million. Judge Lena M. James oversees the case. Bennett-Guthrie PLLC is the Debtor's legal counsel. On November 16, 2020, the court appointed Ashley S. Rusher as Chapter 11 trustee for Debtor pursuant to Section 1104 of the Bankruptcy Code. LAKES EDGE: Trustee Selling All Assets to Rabun for $7.5 Million ---------------------------------------------------------------- Ashley S. Rusher, Chapter 11 Trustee for the Lakes Edge Group, LLC, asks the U.S. Bankruptcy Court for the Middle District of North Carolina to authorize the bidding procedures relating to the sale of substantially all assets of the Debtor to Rabun Gap Holdings, LLC for $7.5 million, subject to overbid. The Debtor owns and operates a 347-unit apartment complex located at 301 Walkertown Avenue, in Winston-Salem, North Carolina commonly known as Lakeside Villa Apartments. The Debtor's operating income has declined during 2020 due to several related factors. First, it has a substantial number of apartment units which are "offline" and not currently habitable for rental to lessees. The Offline Units must be rehabilitated in order to bring them online for rental purposes, but the Debtor lacks the capital necessary to rehabilitate the Offline Units in a timely fashion. An infusion of substantial working capital for capital expenditures is necessary in order to bring the Offline Units on the market as well as make necessary improvement to other units for deferred maintenance. Second, of the units available for rent, the Debtor experiences a relatively high vacancy rate for multifamily housing despite the attractive, below market rental price point for the Property. Third, the Debtor experiences a relatively high delinquency rate, which has been exacerbated due to the COVID-19 pandemic with demonstrated decline in collected rental income from March 2020 through October 2020. The tenant demographic for the Property is primarily low income individuals and families. The Debtor filed the case primarily to avoid a transfer of the Property by the Trustee's Deed out of a foreclosure sale conducted at the direction of Keystone Real Estate Income Trust, LLC, the Debtor's senior secured lender, and to ask additional time to refinance its indebtedness and borrow additional working capital. The Debtor's assets are encumbered by the voluntary security interests of Keystone and Asok K. Biswas and Nanda Biswas, and the ad valorem real property tax lien of Forsyth County, North Carolina. The Debtor executed a Promissory Note dated May 15, 2018 (as amended and modified from time to time) to Keystone in the amount of $5.3 million, as well as other loan documents evidencing the obligations from the Debtor to Keystone including a Loan Agreement, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing recorded on June 1, 2018 in Book 3407, Page 3401, Forsyth County Public Registry. The Keystone Debt is secured by properly perfected security interests in substantially all of the Debtor's assets. The outstanding balance owed under the Keystone Note as of the Petition Date is $5,848,790. As of the anticipated closing date of a sale pursuant to the Motion, the current outstanding balance of the Keystone Note, including principal, interest, default interest, fees and costs will be in the amount of approximately $6.12 million. Keystone has agreed to accept from the proceeds of sale at closing the sum of $6 million in full and final satisfaction of its secured claim. The Debtor executed a Promissory Note dated May 31, 2018 to Biswas in the amount of $1.626 million, as well as other loan documents evidencing the obligations from Debtor to Biswas including a Deed of Trust recorded on June 1, 2018 in Book 3407, Page 3431, Forsyth County Public Registry. The Biswas Debt is secured by properly perfected security interests in the Property and rents and profits from the Property. The outstanding balance owed under the Biswas Note as ofthe Petition Date and asserted in the Biswas proof of claim is $1,785,890. Biswas has agreed to accept from the proceeds of sale at closing not less than $1.2 million, plus a share of the Overbid from the Successful Bidder, if any. Forsyth County, North Carolina has a claim for ad valorem property taxes due and owing for tax years 2019 and 2020, in the aggregate amount of approximately $115,348. The Trustee is not aware of any liens, claims, encumbrances or interests in the Purchased Assets, other than the claims and liens of Keystone, Biswas and Forsyth County. The Debtor has continued to search for financing that would provide it with funds sufficient to refinance its secured debt and provide sufficient working capital to rehabilitate the Offline Units, but has been unsuccessful in obtaining an acceptable loan commitment to date. The Trustee proposes to facilitate a strategic sale of the Property and maximize the value of the Debtor's assets for the benefit of the Debtor's estate. To accomplish a sale of the assets in an orderly and transparent fashion, and obtain the highest and best price from potential purchasers for the benefit of the Debtor's estate, the Trustee has received from the Stalking Horse Bidder, an offer to purchase substantially all of the Debtor's assets pursuant to an asset purchase agreement. The Trustee believes the sale of the assets is in the best interest of the Debtor's estate and its creditors. The Stalking Horse Bidder and the Debtor have executed an Asset Purchase Agreement wherein the Stalking Horse Bidder has agreed to buy and the Debtor has agreed to sell substantially all of the Debtor's assets. The key terms of the Stalking Horse Asset Purchase Agreement are: a. Assets To Be Sold: The Purchased Assets to be sold are substantially all of the Debtor's assets including the Property, vehicles, furniture, fixtures and equipment, and certain books and records all as particularly defined in the Stalking Horse Asset Purchase Agreement. b. To the extent the Rental Contracts with tenants of the Property for the lease of an apartment unit are for a term longer than a month-to-month tenancy, the Debtor will assume and assign such Rental Contracts to the Stalking Horse. c. Purchase Price: $7.5 million, as may be adjusted upward or downward by proration for taxes and expenses at Closing d. Expense Reimbursement: $100,000 e. A closing will take place within 15 days of the date of entry of the Final Sale Order f. The sale contemplated by the Stalking Horse Asset Purchase Agreement is not subject to Stalking Horse Bidder's ability to obtain financing. g. The Purchased Assets will be sold free and clear of any Liens and Claims, with all such Liens and Claims being transferred to the proceeds of sale h. The Purchased Assets are being sold "as is" and "where is" and Stalking Horse Bidder will acknowledge and agree that, except as otherwise expressly provided in the Stalking horse Asset Purchase Agreement, the Debtor makes no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Purchased Assets. The Debtor asks permission to sell the Purchased Assets ata competitive public auction sale. To ensure maximum value is being received for the Purchased Assets, the Trustee has negotiated with the talking Horse Bidder for it to act as and be designated a "stalking horse," which permits Trustee to continue to market the Purchased Assets to other interested purchasers. In the event competitive bids are received by the Trustee pursuant to the Bidding Procedures, an Auction will be held whereby the Stalking Horse Bidder will be deemed a Qualified Bidder and the Stalking Horse Offer will be deemed a Qualified Bid, and other Qualified Bidders will be invited to submit competitive bids. The Trustee asks the Court approves the procedures for conducting the Auction, including the Expense Reimbursement provisions contained in the Stalking Horse Asset Purchase Agreement and the Bidding Procedures by the entry of a Sale Procedures Order. The salient terms of the Bidding Procedures are: a. Bid Deadline: March 10, 2021 b. Initial Bid: An amount equal to or greater than $300,000 in excess of the Stalking Horse Offer to account for (i) the Expense Reimbursement and (ii) an initial overbid in the amount of $200,000 c. Deposit: 3% of the Qualified Bid delivered to Trustee to be held in a non-interest bearing trust account of Blanco Tackabery & Matamoros, P.A. d. Auction: The Auction will be conducted on March 12, 2021 at 10:00 a.m. in the offices of Blanco Tackabery & Matamoros, P.A., 110 S. Stratford Road, Suite 500, Winston-Salem, North Carolina e. Bid Increments: $200,000 f. Sale Hearing: March 17, 2021 g. Sale Objection Deadline: March 16, 2021 h. Closing: 15 days of the date of entry of the Final Sale Order To ensure that due process is served and that prospective bidder, Qualified Bidders, creditors, and other parties-in-interest have received sufficient and adequate notice of the Auction, Sale Procedures Order and Notice of the Final Sale Hearing, and further to ensure the Successful Bidder obtains marketable title, the Notice of Sale will be served. A copy of the Agreement and the Bidding Procedures is available at https://tinyurl.com/y4yc5dxy from PacerMonitor.com free of charge. About The Lakes Edge Group The Lakes Edge Group, LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Lakes Edge Group filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No. 20-50715) on Sept. 24, 2020. Mark Fletcher, authorized representative, signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and estimated liabilities of $1 million to $10 million. Judge Lena M. James oversees the case. Bennett-Guthrie PLLC is the Debtor's legal counsel. On November 16, 2020, the court appointed Ashley S. Rusher as Chapter 11 trustee for Debtor pursuant to Section 1104 of the Bankruptcy Code. LATAM AIRLINES: Plan Filing Exclusivity Extended to June 30 ----------------------------------------------------------- Jeremy Hill of Bloomberg News reports that Latam Airlines Group SA for the second time in its bankruptcy case won an extension of a deadline to file a Chapter 11 plan. U.S. Bankruptcy Judge James Garrity in a hearing Wednesday, January 27, 2021, approved the request, which bars creditors from floating their own reorganization plans until June 30, 2021. An objection from bondholders to the request was resolved prior to the hearing. In seeking the extension, LATAM wrote in court filings that the Debtors have continued to make substantial progress in stabilizing and maintaining the Debtors' operations while focusing on putting the Debtors on a path towards a successful reorganization: * The Debtors have successfully closed $2.45 billion in postpetition debtor-in-possession financing after receiving Court approval on Sept. 19, 2020. * The Debtors have advanced the determination of their outstanding liabilities by completing the filing of their schedules, establishing a Dec. 18, 2020 general claims bar date for filing claims, developing procedures to streamline the claims process and beginning the process of reconciling approximately 4,800 claims filed in advance of that bar date. * The Debtors also have continued to develop and implement their fleet strategy -- which is a predicate to any successful plan of reorganization -- by further right-sizing their aircraft fleet, negotiating and documenting consensual stipulations with aircraft counterparties to further reduce the Debtors' operating expenses and seeking approval of long-term lease arrangements. Though the Debtors have made a significant effort since the Petition Date to resolve outstanding contingencies, many remain unresolved, including continuing fleet size planning and execution, continued refinement and development of business plans for short-term and long-term operations and exploration of possible exit financing with lenders. In addition, until the Supplemental Bar Date (Feb. 5, 2021 bar date for 1,600 potential foreign claimants not subject to general bar date) passes and the Debtors are given an opportunity to analyze the entire universe of claims filed, the Debtors and all parties-in-interest will not have a full understanding of the amounts and classifications of claims that creditors may assert, which will provide a sense of the potential "denominator" for a plan of reorganization, nor will they have a sense of the scope of claims adjustments and objections that need to be negotiated and pursued. These circumstances limit the Debtors' current ability to prepare a chapter 11 plan at this stage of the Chapter 11 cases, but the Debtors are committed to continue to advance their cases and to continue the necessary work that precedes proposal of a plan. About LATAM Airlines LATAM Airlines Group S.A. -- http://www.latam.com/-- is a pan-Latin American airline holding company involved in the transportation of passengers and cargo and operates as one unified business enterprise. LATAM Airlines Group S.A. is the largest passenger airline in South America. Before the onset of the COVID-19 pandemic, LATAM offered passenger transport services to 145 different destinations in 26 countries, including domestic flights in Argentina, Brazil, Chile, Colombia, Ecuador and Peru, and international services within Latin America as well as to Europe, the United States, the Caribbean, Oceania, Asia and Africa. LATAM Airlines Group S.A. and its 28 affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11254) on May 25, 2020. Affiliates in Chile, Peru, Colombia, Ecuador and the United States are part of the Chapter 11 filing. The Debtors disclosed $21,087,806,000 in total assets and $17,958,629,000 in total liabilities as of Dec. 31, 2019. The Hon. James L. Garrity, Jr., is the case judge. The Debtors tapped Cleary Gottlieb Steen & Hamilton LLP as general bankruptcy counsel; FTI Consulting as restructuring advisor; and Togut, Segal & Segal LLP and Claro & Cia in Chile as special counsel. Lee Brock Camargo Advogados, is the Debtors' local Brazilian litigation counsel to the Debtors. Prime Clerk LLC is the claims agent. The Official Committee of Unsecured Creditors formed in the case tapped Dechert LLP as its lead counsel, UBS Securities LLC, as investment banker, and Conway MacKenzie, LLC. Klestadt Winters Jureller Southard & Stevens, LLP is the conflicts counsel. Ferro Castro Neves Daltro & Gomide Advogados, is the Committee's Brazilian counsel. The Ad Hoc Group of LATAM Bondholders tapped White & Case LLP as counsel. LATHAM POOL: Moody's Affirms B2 CFR on Continued Consumer Demand ---------------------------------------------------------------- Moody's Investors Service affirmed Latham Pool Products, Inc.'s ratings, including the company's Corporate Family Rating at B2, Probability of Default Rating at B2-PD. At the same time, Moody's affirmed the B2 rating on Latham's senior secured first lien credit facilities, consisting of the existing $30 million first lien revolver due 2023 and a $230 million principal amount first lien term loan due 2025, and including the company's $175 million incremental first lien term loan add-on due 2025. The outlook remains stable. Proceeds from the $175 million incremental first lien term loan are expected to be used to fund a $175 million distribution to shareholders. The debt-funded distribution is aggressive and pro forma for the transaction and recent acquisitions Latham's debt/EBITDA leverage is high at 4.7x as of the last twelve months period (LTM) ending September 26, 2020. However, Moody's estimates the company's debt/EBITDA will improve to around 4.3x by fiscal year end December 31, 2020, primarily from continued strong year-over-year revenue and earnings growth. Moody's affirmed Latham's B2 CFR because the company's materially larger order backlog due to the very high consumer demand for its products in 2020 that outstripped production capacity, and Moody's expectations for continued good consumer demand at least through the first half of fiscal 2021 should support revenue and earnings growth in fiscal 2021. Because consumers are spending more time at home, demand for home-based recreation continues to be strong. As a result, Moody's expects debt/EBITDA will remain below 4.5x over the next 12-18 months. In addition, Latham's good liquidity supported by good free cash flow generation provides the company with the financial flexibility to reduce debt if earnings are weaker than anticipated because a moderation of the pandemic leads to a pick-up in travel that softens demand for pools. The expected lower leverage by year-end 2020 provides Latham some cushion within its rating to absorb potential future variation around Moody's projected operating result. Affirmations: Issuer: Latham Pool Products, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Senior Secured Bank Credit Facility, Affirmed B2 (LGD3 from LGD4) Outlook Actions: Issuer: Latham Pool Products, Inc. Outlook, Remains Stable RATINGS RATIONALE Latham's B2 CFR reflects its relatively small scale with revenue under $500 million, its narrow product focus in the highly discretionary swimming pool and pool equipment categories, and its exposure to the inherent cyclicality and high seasonality of the residential pool industry. A prolonged weak economic environment and high unemployment will negatively affect demand for new pools and related products. The company's financial leverage is high with debt/EBIDTA at around 4.7x for the LTM period ending September 26, 2020, pro forma for the proposed dividend distribution and recent acquisitions. However, Moody's projects Latham's debt/EBITDA leverage will improve to 4.3x by fiscal year end 2020, and will remain below 4.5x over the next 12-18 months primarily from earnings growth driven by continued good consumer demand for its products and stable EBITDA margin supported by continued fiberglass penetration. In addition, a strong backlog of new pool construction due to material shortages in 2020 will help moderate earnings headwinds from tough comps in the second half of 2021 versus elevated demand experienced in 2020. Latham has customer concentration with its top customer generating about a quarter of total revenue. Latham's credit profile also reflects its solid market position in its core pool product segments, particularly in the company's biggest and high margin fiberglass segment, which continues to grow its share of the US market. Demand for pools has been very strong in 2020 as consumers are spending more time at home, and discretionary expenditures in summer activities such as travel have been cancelled. Moody's expects good consumer demand will continue into the first half of fiscal 2021, supported by a solid US housing market, and continued focus on stay-at-home, social distancing, and outdoor activities. Latham's good liquidity reflects its good cash flow generational on an annual basis, cash balance of about $76 million, access to an undrawn $30 million revolver as of September 26, 2020, and lack of meaningful debt maturities until the revolver expires in fiscal 2023. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer durables companies from the current weak US economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around our forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Social risk factors also consider the company is exposed to changes in consumer discretionary spending power, as well as shifts in consumer spending trends such as home improvement and outdoor recreational activities like swimming pools. Latham has moderate exposure to environmental risks factors, similar to the overall consumer durable industry. Environmental factors of the pool industry relate to the high consumption of water, chemicals, and energy associated with typical residential pools. Governance factors primarily reflect the company's aggressive financial policies under private equity ownership, including elevated financial leverage and shareholder distributions funded with incremental debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that the company's strong backlog of new pool construction due to material shortages in 2020 will help moderate earnings headwinds from difficult comps in the second half of 2021 versus elevated demand experienced this year. As a result, Moody's expects Latham's debt/EBITDA leverage will remain below 4.5x over the next 12-18 months. The ratings could be upgraded if the company meaningfully increases its revenue scale, demonstrates consistent organic revenue growth and operating margin expansion, while debt/EBITDA is sustained below 3.5x. A ratings upgrade would also require the company to maintain at least good liquidity, including good free cash flows and revolver availability, as well as financial policies that support credit metrics at the above levels. The ratings could be downgraded if the company's operating profit deteriorates such that Moody's expects the company will maintain debt/EBITDA above 4.5x. Ratings could also be downgraded if liquidity weakens, including weak or negative free cash flows on an annual basis, or if the company completes a large debt-financed acquisition or shareholder distribution. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Headquartered in Latham, New York, Latham Pool Products, Inc. is a manufacturer of in-ground residential swimming pools and components in North America, Australia, and New Zealand. Pamplona Capital Management owns the majority of Latham, with Wynnchurch Capital LLC owning a minority stake. Latham's pro forma revenues approximate $413 million. LATHAM POOL: S&P Alters Outlook to Stable, Affirms 'B' ICR ---------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on U.S.-based swimming pool manufacturer Latham Pool Products Inc. and revised the outlook to stable from negative. At the same time, S&P affirmed the 'B+' rating on the company's upsized first-lien debt consisting of a $30 million five-year revolving credit facility and five-year $456 million term loan B ($397 million balance following the $175 million add-on). The recovery rating on this debt remains '2' (70% rounded estimated recovery). S&P said, "The outlook revision to stable reflects the favorable operating outlook for new pool construction and our expectation for debt to EBITDA to approach 4x or lower over the next year." "The debt-funded dividend does not result in a highly leveraged capital structure, continuing to support our view that Latham's owners are less aggressive than other financial sponsors. The recent debt-funded dividend and 2020 acquisitions of GLI Pool Products and a 28% interest in Premier Pools & Spas (financed with about 75% equity) will result in pro form leverage of about 4.4x, which is consistent with our opinion that the company will remain committed to operating with leverage below 5x. Latham Pool Products is a financial sponsor-owned company that typically operates with less-aggressive leverage than other sponsor-owned companies. In our opinion, this commitment to comparatively lower leverage offsets the company's exposure to cyclical end markets and high degree of seasonality that can periodically weaken its cash flow ratios. The sponsors' large equity contribution when it purchased Latham (45% of capitalization), continued use of equity financing for growth, and history of deleveraging strengthens this view. The company has reduced debt to EBITDA by more than a turn from 4.4x for the 12 months ended Sept 30, 2019, to 2.9x for the 12 months ended Sept 30, 2020, due to a combination of strong operating performance and debt repayment. We expect the company to again reduce leverage over the next year closer to or below 4x given the favorable operating outlook for pool construction and the company's commitment to future debt repayment." Latham's operating outlook remains favorable underpinned by strong demand for new pools. Operating performance through the first nine months of fiscal 2020 significantly outperformed expectations with year-over-year sales growth more than doubling and EBITDA increasing by close to 50%. Pool construction demand has benefited from the pandemic, with more at-home leisure activities and increased demand for housing in the U.S., where people are leaving urban centers for suburban living. In fact, the company's order backlog for new pool starts stood at $145 million as of Sept 30, 2020, which is a record high and more than four times last year's levels. This supports the continued favorable growth outlook for the company and should offset any near-term industry risks such as a labor supply shortage or unexpected cyclical decline in new pool construction. These factors do not appear overly heated as annual pool installations remain below the industry's long-term average. In addition, the company's product mix within new pool construction should continue to yield above-average growth rates and better margins. The company has a diverse pool construction portfolio that is well balanced with a number one market positions across fiberglass, vinyl, and gunite (traditional in-ground) pools with modest diversification into replacement liners and covers. The vast majority of sales, which are evenly split between dealers and distributors, result from less-cyclical remodeling demand rather than new home construction demand. Importantly, the continued market share gains for fiberglass pools over vinyl and gunite pools given quick installation time for these pools and lower maintenance costs, underpins S&P's expectation for above-average industry growth rates. Just under 40% of the company revenues are generated by fiberglass pools. In the past five years, the U.S. market share for fiberglass pools has expanded by about four percentage points to 18% of the market with the expectation that the share will reach about 25% of the market over the next five years. Moreover, fiberglass pools generate higher margins and enable the company to leverage economies of scale with increased manufacturing volumes of its broad portfolio of fiberglass molds. The company continues to achieve modest improvement in product diversification through acquisitions without materially increasing leverage. The recent acquisitions of GLI Pools (the U.S. leader in vinyl pools) will provide the company with a better growth platform in the vinyl pool category. The company's minority stake in Premier Pools and Spas partners Latham with the leading franchisor of the still-fragmented pool building and pool service operations industry in the U.S. This will provide the company significant sales synergies given Premier Pools is the only franchisor with a national footprint and is strategically committed to increase its share of fiberglass pool installations. Although the company remains concentrated in cyclical new pool construction (as opposed to diversifying into the more stable aftermarket pool equipment segment of the market), its acquisitions nonetheless complements its market leading portfolio and have been prudently financed primarily with common equity. S&P said, "The stable outlook reflects our expectation that Latham will continue to increase sales and EBITDA over the next year given the currently favorable outlook for new pool construction, including a healthy backlog of pool orders and still strong renovation spending in its key markets. Given the company's minimal capital expenditure (capex) requirements we expect it to generate about $45 million in annual free operating cash flow, which should allow the company to repay debt and maintain debt to EBITDA close to, or below, 4x." "We believe a pronounced and prolonged recession could cause sales and EBITDA to decline by more than 10% and significantly weaken the company's cash flow ratios. Therefore, we could lower the rating if company faced a severe economic slowdown that raised debt to EBITDA well above 5x." "Given the company's narrow product focus and exposure to economic cycles, we could raise the rating if the company could significantly increase its scale and further diversify its product lines (particularly in the aftermarket segment). We could also consider an upgrade in the event the financial sponsor owner relinquished control of Latham and the company explicitly committed to maintaining leverage well below 4x once it reduced leverage to these levels, which we project will occur over the next 12 to 18 months." LEWIS E. WILKERSON, JR.: $191K Sale of Kayeville Property Approved ------------------------------------------------------------------ Judge Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized Lewis E. Wilkerson, Jr.'s sale of the real property located in Eunice Mill Road, Kayeville, Charlotte County, Virginia, Tax Map Nos. 40-A-89-B, 40-A-89D, 40-A-89, 40-A-89A, Parcels XVI through XX, to Kimberly Jubb for $191,250. The closing on the sale of the Property will occur as soon as possible upon entry of the Order. The sale of the Property will be free and clear of all liens, claims, encumbrances and interest with such liens, claims, and encumbrances attaching to the proceeds of the sale. The 10-day waiting period imposed by Federal Rule 6004(h) is waived and the Debtor may proceed with the sale of the Property immediately upon entry of the Order. Lewis E. Wilkerson, Jr. sought Chapter 11 protection (Bankr. E.D. Va. Case No. 20-34576) on Nov. 17, 2020. The Debtor tapped Robert Canfield, Esq., as counsel. LIBERTY MUTUAL: S&P Rates $800MM Junior Subordinated Notes 'BB+' ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' debt rating to Liberty Mutual Group Inc.'s (BBB/Stable/--) $800 million 4.3% series E junior subordinated notes due 2061. S&P said, "We expect Liberty Mutual Group to use the proceeds for general corporate purposes. We classify the notes as having intermediate equity content. We include securities of this nature up to a maximum of 15% in our calculation of total adjusted capital, which forms the basis of our consolidated risk-based capital analysis of insurance companies." "We expect financial leverage, pro forma for this transaction, to be about 30% (including capitalized lease obligations) as of year-end 2020. Over the next 24 months, we expect financial leverage to be 28-30%. EBITDA fixed-charge coverage is expected to be 2-3x in 2020 and then return to 4x-5x in 2021-2022." LIQUIDNET HOLDINGS: Moody's Puts Ba3 CFR on Review Amid TP Deal --------------------------------------------------------------- Moody's Investors Service continues to review Liquidnet Holdings, Inc.'s ratings with direction uncertain, including the firm's Ba3 corporate family rating and Ba3 senior secured term loan rating. Moody's said its review was initiated on October 14, 2020 following the announcement by TP ICAP plc (TP ICAP, unrated) that it has agreed to acquire Liquidnet for a price between $575 million and $700 million. RATINGS RATIONALE Moody's review of Liquidnet's ratings followed TP ICAP's announcement that it intends to acquire Liquidnet. The transaction could have positive and negative ratings implications and the review is to assess the effects of the transaction and ownership change on Liquidnet's financial profile and strategy. Liquidnet's successful business model has benefited from its independence and ability to service its members and trade anonymously on the firm's network. Being part of TP ICAP, dealers and clients would be trading on venues owned by one of the largest interdealer brokers, resulting in potential conflicts and client retention challenges, leading to possible adverse revenue implications. FACTORS THAT COULD LEAD TO AN UPGRADE The ratings could be upgraded if Moody's were to assess that on a combined basis, the firm's creditworthiness would benefit from the combined operations through the larger combined scale and without substantial adverse effect on client relationships and revenue. The ratings could also be upgraded should EBITDA margins improve on a sustainable basis and the firm is able to manage through periods of reduced revenue by nimbly altering its cost base. FACTORS THAT COULD LEAD TO A DOWNGRADE The ratings could be downgraded if Moody's were to assess that the new ownership would weaken Liquidnet's credit profile, resulting in long-lasting member retention issues. The ratings could also be downgraded should transaction revenue decline via a reduction in member trading volumes or if a change in financial policy occurs towards favoring increased debt leverage or shareholder distributions Moody's would confirm Liquidnet's ratings if it assesses that the credit impact of being part of TP ICAP is neutral. The principal methodology used in these ratings was Securities Industry Service Providers Methodology published in November 2019. LOS ANGELES SCHOOL: Court Enters Plan Confirmation Order -------------------------------------------------------- Judge Deborah J. Saltzman on Jan. 25, 2021, has entered an order approving the First Amended Plan of Reorganization of Los Angeles School of Gymnastics, Inc. The Reorganized Debtor has the sole right under the Plan to pursue Avoidance Actions. All Avoidance Actions are preserved under the Plan for the benefit of the Reorganized Debtor. All professional fees incurred in pursuing the Avoidance Actions may be paid by the Reorganized Debtor with any surplus revenue remaining after all other payments required under the Plan are paid, without the necessity of a court order. No later than April 6, 2021, the Reorganized Debtor must file a status report explaining what progress has been made toward consummation of the Plan. The initial status report must be served on the United States Trustee, the Subchapter V Trustee, the 20 largest unsecured creditors, and those parties who have requested special notice. A post-confirmation status conference will be held on April 20, 2021, at 11:30 a.m. As reported in the TCR, Los Angeles School of Gymnastics submitted a First Amended Plan of Reorganization on Dec. 16, 2020. The Class 1 Secured Claim of SBA, based upon a Note pursuant to which SBA made a loan in the principal amount of $150,000, will be paid as a fully amortized loan as set forth in the loan documents from the Effective Date, and paid in monthly installments of interest and principal as set forth in the loan documents which payments commence in June 2021. Class 3 Unsecured claims of General Unsecured Creditors in the amount of $207,684 will be paid 100% of their claims. A full-text copy of the First Amended Plan of Reorganization dated Dec. 16, 2020, is available at https://bit.ly/3rw60Th from PacerMonitor.com at no charge. A copy of the Plan Confirmation Order is available at https://bit.ly/2Mygf9s Attorneys for the Debtor: Michael S. Kogan KOGAN LAW FIRM, APC 1849 Sawtelle Blvd., Suite 700 Los Angeles, California 90025 Telephone (310) 954-1690 E-mail: mkogan@koganlawfirm.com About Los Angeles School of Gymnastics Culver City, Calif.-based Los Angeles School of Gymnastics, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 20-18203) on Sept. 8, 2020. In the petition signed by CEO Tanya Berenson, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Deborah J. Saltzman presides over the case. Kogan Law Firm, APC, serves as the Debtor's bankruptcy counsel. LRGHEALTHCARE: Plan Exclusivity Period Extended Until May 17 ------------------------------------------------------------ At the behest of Debtor LRGHealthcare, Judge Michael A. Fagone of the U.S. Bankruptcy Court for the District of New Hampshire, extended the period by 90 days in which the Debtor may file a chapter 11 plan through and including May 17, 2021, and to solicit acceptances for a plan through and including July 16, 2021. On December 23, 2020, the Court approved the sale of substantially all of its assets to Concord Hospital, Inc., Concord Hospital – Laconia, Concord Hospital – Franklin, Capital Region Health Care Development Corporation, and Capital Region Health Ventures Corporation. Although the Bankruptcy Court has approved the sale, it is still subject to additional state and regulatory authority approval. The parties anticipate that the transaction will not close until March 2021. Sufficient cause to grant the Debtor's requested extension of the Exclusive Periods: First, as the Debtor is waiting for the closing of the proposed sale, the Debtor is currently evaluating wind-down costs and options as well as potential recoveries for various creditor constituencies based on the transaction closing. In the unlikely event that the transaction fails to close, it may result in a very different plan structure. Further, as the general bar date is not until February 16, 2021, the Debtor will not be certain until after that date of the entire universe of asserted claims (including those arising under 503(b)(9)) and, therefore cannot determine before then how best to address those claims. In addition, the Debtor is working to resolve, either through litigation or consensual resolution, certain outstanding claims asserted against the estate. The outcome of these efforts will greatly influence the formulation of Debtor's plan. Moreover, the Debtor has been current on all its post-petition obligations. Finally, there is no alternative plan being held off by the exclusivity. No trustee or examiner has been appointed in this chapter 11 case. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/39SfxMf at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/2NqNFHF at no extra charge. About LRGHealthcare LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit healthcare charitable trust operating Lakes Region General Hospital, Franklin Regional Hospital, and numerous other affiliated medical practices and service programs. LRGH is a community based acute care facility with a licensed bed capacity of 137 beds, and FRH is a 25-bed critical access hospital with an additional 10-bed inpatient psychiatric unit. In 2002, Lakes Region Hospital Association and Franklin Regional Hospital Association merged, with the merged entity renamed LRGHealthcare. LRGHealthcare offers a wide range of medical, surgical, specialty, diagnostic, and therapeutic services, wellness education, support groups, and other community outreach services. LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No. 20-10892) on October 19, 2020. The petition was signed by Kevin W. Donovan, president, and chief executive officer. At the time of the filing, the Debtor estimated to have $100 million to $500 million in both assets and liabilities. Previously, Judge Bruce A. Harwood oversees the case. Now Judge Michael A. Fagone presides over the case. The Debtor tapped Nixon Peabody LLP as counsel; Deloitte Transactions and Business Analytics LLP and Kaufman, Hall & Associates, LLC as financial advisors; and Epiq Corporate Restructuring, LLC as claims, noticing, solicitation, and administrative agent. MAPLE LEAF: Gets OK to Hire International Machinery as Appraiser ---------------------------------------------------------------- Maple Leaf Cheese Cooperative received approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ International Machinery Exchange, Inc., as its appraiser and valuation consultant. The firm's services will include: (a) appraising, valuing or pricing the Debtor's cheesemaking equipment; (b) providing expert consulting services to the Debtor and its other professionals relating to the overall value or pricing of the property regarding a potential sale; (c) reviewing and advising the Debtor and its professionals regarding appraisal reports and value opinions that may be offered by other appraisers, experts or other persons; (d) providing testimony as an expert witness; and (e) assisting the Debtor in other matters within the skills, experience or expertise of the firm. The firm will be paid $90 per hour for its services and will be reimbursed for out-of-pocket expenses. International Machinery is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Greg Mergen International Machinery Exchange 214 N Main St Deerfield, WI 53531 Phone: (608) 764-5481 Fax: (608) 764-8240 Email: sales@imexchange.com About Maple Leaf Cheese Cooperative Maple Leaf Cheese Cooperative, a dairy product manufacturing business based in Monroe, Wis., sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 20-13006) on Dec. 9, 2020. The petition was signed by Jeremy Mayer, board president. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. The Debtor tapped Michael Best & Friedrich LLP as its bankruptcy counsel, Peters & Peters, CPA as accountant, and WPower L.L.C. as consultant. MAPLE LEAF: Gets OK to Hire Peters & Peters as Accountant --------------------------------------------------------- Maple Leaf Cheese Cooperative received approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ Peters & Peters, CPA as its accountant. The firm will assist with the Debtor's monthly operating requirements, file tax returns, assist with budgeting, perform projections and financial analysis, provide accounting and tax services related to a potential sale of the Debtor' cheesemaking facility, and work on all financial aspects of the Debtor's reorganization. The firm will be paid at these rates: Clarence Peters $115 per hour Susan Crooks $60 per hour Peters & Peters is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Clarence Peters, CPA Peters & Peters, CPA 817 15th Ave. Monroe, WI 53566 Phone: (608) 328-8351 About Maple Leaf Cheese Cooperative Maple Leaf Cheese Cooperative, a dairy product manufacturing business based in Monroe, Wis., sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 20-13006) on Dec. 9, 2020. The petition was signed by Jeremy Mayer, board president. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. The Debtor tapped Michael Best & Friedrich LLP as its bankruptcy counsel, Peters & Peters, CPA as accountant, and WPower L.L.C. as consultant. MAPLE LEAF: Gets OK to Hire WPower LLC as Consultant ---------------------------------------------------- Maple Leaf Cheese Cooperative received approval from the U.S. Bankruptcy Court for the Western District of Wisconsin to employ WPower L.L.C. as its consultant. The firm will provide business management advice and financial analysis to help the Debtor resume its cheesemaking operations. It will also continue to communicate with the Debtor's attorneys, accountants, and real estate broker throughout the Debtor's bankruptcy case and plan confirmation process. The firm will be paid $50 per hour for its services and will be reimbursed for out-of-pocket expenses. WPower is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: William D. Hughes WPower L.L.C. 20140 Mountain Ash Road, P.O. Box 178 Cornucopia, WI, 54827-0178 About Maple Leaf Cheese Cooperative Maple Leaf Cheese Cooperative, a dairy product manufacturing business based in Monroe, Wis., sought Chapter 11 protection (Bankr. W.D. Wis. Case No. 20-13006) on Dec. 9, 2020. The petition was signed by Jeremy Mayer, board president. At the time of the filing, the Debtor disclosed $1 million to $10 million in both assets and liabilities. The Debtor tapped Michael Best & Friedrich LLP as its bankruptcy counsel, Peters & Peters, CPA as accountant, and WPower L.L.C. as consultant. MARRIOTT VACATIONS: S&P Puts BB- ICR on Watch Negative on Welk Deal ------------------------------------------------------------------- S&P Global Ratings placed all ratings on Marriott Vacations Worldwide Corp. (MVW), including the 'BB-' issuer credit rating, on CreditWatch with negative implications, reflecting the increase in financial risk due to the Welk acquisition during a period of significant operating uncertainty. MVW has announced that it plans to acquire vacation ownership company Welk Resorts for a total purchase price of about $430 million, including the assumption of debt and other liabilities. The acquisition will probably be leveraging over the next two years because the timeshare industry continues to be under substantial pressure and Welk's current EBITDA generation is likely much lower than 2019 levels, despite MVW's plan to mitigate financial risk by issuing equity to partly finance this transaction. The CreditWatch negative placement reflects the likelihood that S&P could lower MVW's 'BB-' issuer credit rating due to the company's anticipated higher risk tolerance for a partly debt-financed acquisition that further increases leverage during a period of significant operating uncertainty. MVW's willingness to engage in what will likely be a leveraging acquisition increases the burden on the path to recovery and makes the company more vulnerable to inadvertent operating missteps or further delays in the economic recovery. The increased risk tolerance could be indicative of the appetite for future potential transactions, because additional attractive targets could emerge over time as timeshare companies seek solutions to overcome their financial burdens resulting from the pandemic. The CreditWatch also reflects anticipated significant stress on revenue, cash flow, and liquidity over the coming months if coronavirus containment is not achieved by mid-2021. The economic and travel recovery has been slow and choppy over the past few quarters, and MVW's vacation ownership contract sales and tour flow continued to be materially lower by about 55% and 59% year-over-year, respectively, in the fourth quarter ended December 2020. S&P said, "The continued restrictions on travel and our assumption that widespread immunization might not be achieved until mid-2021 suggest that our forecast of MVW's stand-alone captive-adjusted debt to EBITDA in 2021 will be higher than the 5x-6.5x range S&P published on May 6, 2020. Although S&P believes EBITDA could recover quickly once travel to MVW's destination resorts gains momentum, the interim anticipated very high leverage in 2021 and the potential challenges to a recovery are key considerations. To the extent it is likely leveraging over the next two years, the Welk acquisition would put incremental pressure on financial risk. S&P believes the Welk acquisition will be leveraging at least in 2021 and 2022 because of the lower margins associated with timeshare companies historically unaffiliated with a lodging brand, and the disruptions caused by the pandemic. These factors are key considerations for a potential downgrade." "These risks are partly mitigated by the high quality of Welk's resort properties, which we believe are complementary and will be integrated over time with the MVW-managed Hyatt Residence Club brand to support revenue and cost synergies." The integration could expand Welk's timeshare sales profit margin over several years, because the Hyatt rebranding and larger MVW-managed marketing platform could provide it with access to customers with better credit profiles and result in less credit losses over time, as well as bring scale and sales efficiencies associated with branded distribution channels. Furthermore, S&P believes it is plausible that travel and timeshare demand could meaningfully improve on a run-rate basis in the second half of 2021 and going into 2022. Visitation and occupancy data for destinations such as Florida and Hawaii in the third and fourth quarters of 2020 suggest that there is some level of pent-up demand, which could be unleashed once consumers gain sufficient confidence about coronavirus containment." "The CreditWatch placements on the 'BB' issue-level rating on the senior secured debt, the 'B' issue-level rating on the senior unsecured notes, and 'B' issue-level rating on the convertible notes reflect the potential downgrade of the issuer credit rating. However, we could affirm the 'BB' senior secured issue-level rating if sufficient value from a pledge of certain Welk assets to the collateral package is provided to secured lenders and improves recovery prospects for secured lenders enough to offset the impact of a likely downgrade on the issuer credit rating. This scenario assumes no additional secured debt is issued to fund the Welk acquisition." "We plan to resolve the CreditWatch placements over the near-term, after reviewing additional disclosures regarding the terms of the Welk financing plan and updating our leverage forecast to incorporate the acquisition and MVW's recent and near-term operating performance. We believe any downgrade of the 'BB-' issuer credit rating would be limited to one notch, based on our view of MVW's business profile and our belief that a recovery is plausible starting in the second half of 2021. We plan to resolve the CreditWatch placements on the issue-level debt ratings after reviewing potential future updated terms of the secured credit facility collateral package." MARTIN CONSTRUCTION: Wants Plan Exclusivity Extended Thru April 22 ------------------------------------------------------------------ Debtor Martin Construction, Inc. requests the U.S. Bankruptcy Court for the Southern District of Alabama to extend by 90 days the exclusive period during which the Debtor may file a disclosure statement and plan of reorganization through and including April 22, 2021. The Debtor's largest creditor is Crum and Forster. The Debtor has objected to Crum and Forster's Proof of Claim. Crum and Forster's claim is based on a construction performance bond. Pursuant to the Bond, Crum, and Forster pays any claims filed by subcontractors, etc. Crum and Forster then seek reimbursement from the Debtor. Crum and Forster have not provided any calculation of its $1,201,961.00 amount owed. Therefore, the Debtor cannot determine if the amount claimed is the amount that is actually owed. The Debtor is working with Crum and Forester to determine the exact amount owed. The Debtor cannot formulate a Plan until this Proof of Claim has been determined. The attorney for the Debtor, Michael A. Fritz, Sr., has been reviewing the formulation of a Chapter 11 Plan of Reorganization. The Debtor does not believe that a Chapter 11 plan of reorganization can be formulated within the initial period and that an extension of 90 days will allow for the Debtor to present a Confirmable plan. No creditor will be harmed by the granting of an extension of the period of exclusivity. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3oonTR8 at no extra charge. About Martin Construction Martin Construction, Inc., a construction company in Atmore, Ala., filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-11020) on April 1, 2020. Phillip Martin, the authorized representative, signed the petition. At the time of filing, the Debtor disclosed $372,937 in assets and $1,018,996 in liabilities. Judge Jerry C. Oldshue oversees the case. Michael A. Fritz, Sr., Esq., at Fritz Law Firm, LLC, represents Debtor as legal counsel. MELVIN CAPITAL: Hedge Fund Says It's Not Going Bankrupt ------------------------------------------------------- Hedge fund Melvin Capital has suffered heavy losses for betting against money-losing GameStop's stock but said that it's not filing for bankruptcy. New York-based Melvin Capital this week reportedly received more than $2 billion emergency cash to help stabilize the fund and allow it to close its shorted position at GameStop. "Melvin Capital has repositioned our portfolio over the past few days. We have closed out our position in GME (GameStop)," the hedge fund's spokesman said in a statement to Reuters. The spokesman also said the firm, once among Wall Street's best performers, is not collapsing. "The social media posts about Melvin Capital going bankrupt are categorically false." Melvin Capital Management LP is an investment management firm founded in 2014 by Gabriel Plotkin, a protege of Point72 founder Steve Cohen. It had $12.5 billion in assets under management as of January 2021. The firm has returned an average 30% every year since it started. Angry Mob GameStop (NYSE: GME) is a video and computer game retailer with 5,000 brick-and-mortar store locations across North America. Its business has been under pressure for several years now and has been further exacerbated by the pandemic. The retailer lost $1.6 billion over the last 12 quarters as sales of video games increasingly go online. Last week, GameStop's stock was trading at about $40 a share. Several Wall Street analysts released research reports recently saying the stock was worth a lot less than that, based on the company's fundamentals. Melvin and other investment firms like Citron, betting that the stock will go down, shorted the stock. But retail investors, organized via Reddit's WallStreetBets forum, campaigned to push up a handful of heavily shorted stocks, including GameStop and movie theater chain AMC Entertainment (NYSE: AMC), to teach Wall Street a lesson. Shares of GameStop have rallied more than 1,500% this year to about $330 in morning trading in New York on Jan. 27. GameStop's parabolic rise has created huge losses for major Wall Street players who have shorted the stock. Melvin was forced earlier this week to seek a $2.75 billion cash injection from its larger rivals Citadel and Point72, after it had lost about $3.75 billion, or 30%, in the first three weeks of the year, Financial Times said, citing people familiar with the matter. "Gabe Plotkin and team have delivered exceptional results over the history of Melvin," Citadel founder Ken Griffin said in a statement, according to Crain's. "We have great confidence in Gabe and his team." Citron Research also surrendered its bearish bet on GameStop. Citron Research's Andrew Left posted a video on YouTube on Jan. 27 criticizing the "angry mob" at Reddit and arguing that the Grapevine, Texas-based retailer stock would soon plummet to $20. Mr. Left confirmed that Citron has covered the majority of its short position in GameStop in the $90 price range, at a loss of 100%. However, Mr. Left added, "I'm just fine, Citron Capital is just fine." METS LLC: Seeks Approval to Hire Weiss Law Group as Legal Counsel ----------------------------------------------------------------- METS, LLC, seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire The Weiss Law Group, LLC as its counsel. The firm's services will include: (a) providing legal advice with respect to the powers, rights, and duties of the Debtor and Debtor-in-Possession; (b) providing legal advice and consultation related to the legal and administrative requirements of this case, including assisting the Debtor in complying with the procedural requirements of the Office of the United States Trustee and the Subchapter V Trustee; (c) taking appropriate actions to protect and preserve the Estate, including prosecuting actions on the Debtor's behalf, defending actions commenced against the Debtor, and representing the Debtor's interests in any negotiations or litigation in which the Debtor may be involved, including objections to the claims filed against the Estate, and preparing witnesses and reviewing documents in this regard; (d) preparing appropriate documents and pleadings, including but not limited to Schedules, Applications, Motions, Answers, Orders, Complaints, Reports, or other documents appropriate to the administration of the Estate; (e) representing the Debtor's interests at the Initial Debtor Interview, the Meeting of Creditors, the Disclosure Statement Hearing, the Confirmation Hearing, and other hearings before this Court related to the Debtor; (f) assisting and advising the Debtor in the formulation, negotiation, and implementation of a Disclosure Statement and Chapter 11 Plan and all documents related thereto; (g) assisting and advising the Debtor with respect to negotiation, documentation, implementation, consummation, and closing of transactions, including the sale of assets; (h) assisting and advising the Debtor with respect to the use of cash collateral, obtaining financing, and negotiating, drafting, and seeking approval of any documents related thereto; (i) reviewing and analyzing claims filed in this case, and advising and representing the Debtor in connection with objections to such claims; (j) assisting and advising the Debtor with respect to executory contracts and unexpired leases, including assumptions, assignments, rejections, and renegotiations; (k) coordinating with other professionals employed in the case; (l) reviewing and analyzing applications, orders, motions, and other pleadings and documents filed with the Bankruptcy Court and advising the Debtor thereon; (m) communicating with creditors, the Subchapter V Trustee, and other parties in interest; and (n) assisting the Debtor in performing such other services as may be in the interest of the Debtor and the Estate and performing all other legal services required by the Debtor. Brett Weiss, Esq., the attorney who will be handling the case, charges an hourly fee of $495. Paralegals will charge $125 per hour. On or about May 27, 2020, the Debtor paid the firm a retainer in the amount of $5,000. On or about Jan. 12, 2021, an additional retainer of $13,333.33 was received. Brett Weiss, Esq., at Weiss Law Group, disclosed in a court filing that the firm and its attorneys do not represent any interest adverse to the Debtor's bankruptcy estate. The firm can be reached through: Brett Weiss, Esq. The Weiss Law Group, LLC 6404 Ivy Lane, Suite 650 Greenbelt, MD 20770 Phone: (301) 924-4400 Email: brett@BankruptcyLawMaryland.com About METS, LLC METS, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10214) on Jan. 12, 2021. The petition was signed by Meta Townsend, managing member. At the time of filing, the Debtor estimated $1 million to $10 million in both assets and liabilities. Brett Weiss, Esq. at THE WEISS LAW GROUP, LLC represents the Debtor as counsel. MIDTOWN CAMPUS: Seeks May 3 Plan Exclusivity Extension ------------------------------------------------------ Debtor Midtown Campus Properties, LLC asks the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to extend the Debtor's exclusive period to file a Chapter 11 plan from February 2 through and including May 3, 2021, and to solicit acceptances from April 5 through and including July 2, 2021. As the Court is aware, the Debtor has made significant progress in this Chapter 11 case to advance the construction of the Project to the point of obtaining a Temporary Certificate of Occupancy for a total of 299 beds. The Debtor, together with Asset Campus, LLC., is also aggressively marketing the Project to students for the Spring and Fall semester and currently has 114 beds leased for the Spring semester. Now that the new DIP Financing has been approved the Debtor is moving ahead to complete construction of the balance of the Project prior to the milestone date of May 28, 2021. Once completed, the Project will have 589 beds. In addition to the foregoing, the Debtor will be working on resolving and/or litigating the claims asserted by Sauer Incorporated in the Complaint for Declaratory Judgment to Determine Interest in Escrow Account filed against the Debtor and Fidelity National Title Insurance Company. Also pending is the Debtor's Objection to Sauer's Claim. The Debtor negotiated with U.S. Bank National Association, as indenture trustee the third extension of section 362(d)(3) deadline which would extend the Deadline parallel with the extension requested. Notwithstanding these achievements and progress, certain contingencies and issues remain before the Debtor will be in a position to propose a feasible plan of reorganization and proceed to emerge from chapter 11. To that end, the Debtor will be devoting substantial resources and attention in the next 90-days to working diligently with its advisors on negotiating the terms of a plan of reorganization with its creditors, including specifically with counsel to the Indenture Trustee and indirectly the bondholders concerning the potential restructure on the bond debt. In summary, the proposed extension will allow the Debtor to focus on obtaining approval of the new DIP Loan, finalizing construction of the Project, and developing a feasible Plan with its creditor body that will allow it to emerge from bankruptcy. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/3qCHjTO at no extra charge. About Midtown Campus Properties Midtown Campus Properties, LLC, is a single asset real estate that owns the Midtown Apartments. The Midtown Apartments is a 310-unit student housing apartment complex currently under construction at 104 NW 17th St in Gainesville Florida, just across from the University of Florida. It consists of a six-story main building, a parking garage for resident and public use, and commercial retail space. Each unit includes a full-size kitchen, carpet, tile, and hardwood floors and be fully furnished. It is located near several Midtown bars and restaurants frequented by students, and just a couple of minutes' walk from Ben Hill Griffin Stadium. On May 8, 2020, Midtown Campus Properties sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 20-15173). The Debtor was estimated to have $50 million to $100 million in assets and liabilities as of the bankruptcy filing. The Honorable Robert A. Mark is the presiding judge. The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy counsel; and The Bosch Group, Inc., as construction consultants. No creditors' committee has been appointed in this case. In addition, no trustee or examiner has been appointed. MILLER BRANGUS: Seeks to Hire Dunham Hildebrand as Counsel ---------------------------------------------------------- Miller Brangus LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Dunham Hildebrand, PLLC, as its counsel. The firm will, among other things: a. render legal advice with respect to the rights, powers and duties of the Debtor in the management of its property; b. investigate and, if necessary, institute legal action on behalf of the Debtor to collect and recover assets of the estate of the Debtor; c. prepare all necessary pleadings, orders and reports with respect to this proceeding and to render all other legal services as may be necessary or proper herein; d. assist and counsel the Debtor in the preparation, presentation and confirmation of its disclosure statement and plan of reorganization; e. represent the Debtor in any forum as may be necessary to protect the interests of the Debtor; and f. perform all other legal services that may be necessary and appropriate in the general administration of this estate. The firm's current standard hourly rates are: Members and Counsel $350-$400 Paralegals $150-$175 The Debtor paid $11,717 to the firm related to the preparation and filing of this bankruptcy case. From the $11,717, the firm paid $1,738 for the Chapter 11 filing fee in this case. The firm is now holding $9,979 as a retainer. Griffin Dunham, a member at the firm, assures the Court that the firm, and its members and associates represent no interest adverse to the Debtor or to the estate, and is disinterested within the meaning of 11 U.S.C. Sections 101(14) and 327. The firm can be reached at: Griffin S. Dunham, Esq. DUNHAM HILDEBRAND, PLLC 2416 21st Avenue South, Suite 303 Nashville, TN 37212 Tel: (615) 933-5850 E-mail: griffin@dhnashville.com About Miller Brangus LLC Headquartered in Franklin, Tennessee, Miller Brangus LLC filed for Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No.: 20-05282) on Dec. 2, 2020. The petition was signed by David Doyle Miller, member. The Debtor estimated $4,579,945 in assets and $3,304,162 in liabilities. Judge Marian F. Harrison presides over the case. Griffin S. Dunham, Esq. at DUNHAM HILDEBRAND, PLLC serves as the Debtor's counsel. MOUNTAIN PROVINCE: Closes Sale of US$21.8 Million Worth of Diamond ------------------------------------------------------------------ Mountain Province Diamonds Inc. announced the results of its latest diamond sale in Antwerp, Belgium, which closed on Jan. 22, 2021. In this sale, 241,827 carats were sold for total proceeds of $27.8 million (US$21.8 million) resulting in an average value of $115 per carat (US$90 per carat). Stuart Brown, the Company's president and CEO, commented: "The first sale of the year was excellent, the growing confidence amongst rough diamond buyers translated into a healthy price improvement of 8% on a like for like basis when compared to our record high volume December sale. We expect to see a continuation of the positive trend as rough and polished markets continue to strengthen post a successful retail season. Looking ahead, our upcoming February sale will also include, amongst other high value diamonds, the recently recovered 157 carat diamond. Named "Polaris" after the North Star, this exceptional diamond exhibits a rare natural blue fluorescence that echoes its Arctic origins." The Polaris diamond appears colorless in daylight, but under ultraviolet light its deep blue color, as pictured, is reminiscent of the northern lights seen overhead on clear winter nights in the Canadian Arctic. About Mountain Province Diamonds Mountain Province Diamonds -- http://www.mountainprovince.com-- is a 49% participant with De Beers Group in the Gahcho Kue diamond mine located in Canada's Northwest Territories. The Gahcho Kue Joint Venture property consists of several kimberlites that are actively being mined, developed, and explored for future development. The Company also controls 67,164 hectares of highly prospective mineral claims and leases immediately adjacent to the Gahcho Kue Joint Venture property that include an indicated mineral resource at the Kelvin kimberlite and inferred mineral resources for the Faraday kimberlites. Mountain Province reported a net loss of C$128.76 million for the year ended Dec. 31, 2019, compared to a net loss of C$18.93 million for the year ended Dec. 31, 2018. * * * As reported by the TCR on July 21, 2020, Moody's Investors Service downgraded Mountain Province Diamonds Inc.'s Corporate Family rating to Caa3 from Caa1. The downgrade of MPD's rating reflects Moody's view that the company will be challenged to repay its revolving credit facility as per its revolving credit facility waiver agreement given the current difficult rough diamond market as the coronavirus pandemic has further weakened prices and sales volumes, as well as the increased risk that the company enters into a debt restructuring transaction. In May 2020, S&P Global Ratings lowered its issuer credit rating on Toronto-based Mountain Province Diamonds Inc. (MPV) and its issue-level rating on the company's second-lien secured notes to 'CCC-' from 'CCC+'. "We believe MPV faces a high risk of exhausting its liquidity within the next several months, and increased likelihood for engaging in a debt restructuring transaction we view as a distressed," S&P said. As reported by the TCR on Aug. 28, 2020, Fitch Ratings downgraded Mountain Province Diamonds Inc.'s (MPVD) Issuer Default Rating to 'CCC' from 'B-'. The downgrade reflects materially lower diamond prices and the currently challenged diamond market due to coronavirus pandemic implications. MUSCLEPHARM CORP: Appoints Michael Heller as Director ----------------------------------------------------- Effective Jan. 19, 2021, the Board of Directors of MusclePharm Corporation appointed Michael Heller to serve as a director until the Company's 2021 annual meeting of stockholders or his earlier death, resignation or removal. The Company expects Mr. Heller to serve on the Board's Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Heller will be compensated for his service as a director in accordance with the Company's non-employee director compensation policy. The Company plans to enter into an indemnification agreement with Mr. Heller, which will provide him with indemnification in connection with his service as a member of the Board. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTCQB:MSLP) -- http://www.musclepharm.comand http://www.musclepharmcorp.com-- develops, manufactures, markets and distributes branded nutritional supplements. The Company offers a broad range of performance powders, capsules, tablets and gels that satisfy the needs of enthusiasts and professionals alike. MusclePharm reported a net loss of $18.93 million for the year ended Dec. 31, 2019, compared to a net loss of $10.76 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $14.54 million in total assets, $42.49 million in total liabilities, and a total stockholders' deficit of $27.95 million. SingerLewak LLP, in Los Angeles, California, the Company's auditor since 2019, issued a "going concern" qualification in its report dated Aug. 24, 2020, citing that the Company has suffered recurring losses from operations, accumulated deficit and its total liabilities exceed its total assets. This raises substantial doubt about the Company's ability to continue as a going concern. MW HORTICULTURE: Beverly Buying Jeep Wrangler Unlimited for $23K ---------------------------------------------------------------- MW Horticulture Recycling Facility, Inc., asks the U.S. Bankruptcy Court for the Middle District of Florida to authorize the sale of its 2016 Jeep Wrangler Unlimited, VIN 1C4BJDWG4GL309608, to Edward Beverly for $23,000, on the terms of their Contract for Sale. The Debtor owns the Jeep, subject to a lien in favor of Ally Bank. Based on the proof of claim filed by Ally Bank (Claim No. 22-1), the Debtor owes Ally Bank $20,339 as of Jan. 11, 2021. Per diem on the Ally Claim balance accrues at the rate of $3.13 for each day that the Ally Claim is unpaid. The Debtor proposes to pay Ally Bank in full from the proceeds from the sale of the Jeep to Edward Beverly. The sale is "as is, where is" and is made without warranties, express or implied, and free and clear of all liens, claims, encumbrances, and interests. The Debtor has not used the Jeep in its day to day business operations. Therefore, keeping the Jeep imposes an unnecessary financial burden on the Debtor without concomitant benefit. Finally, the Debtor asks that the Court waives the 14-day stay requirement of Rule 6004(h) of Federal Rule of Bankruptcy Procedure. A copy of the Contract is available at https://tinyurl.com/yy7vvo24 from PacerMonitor.com free of charge. About MW Horticulture Recycling Facility MW Horticulture Recycling Facility, Inc., is a family owned and operated horticulture recycling waste management company with locations in Lee County, along with a landscape supply and garden depot. MW Horticulture Recycling filed for Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case No. 19-12193) on Dec. 31, 2019. In the petition signed by Mark D. Houghtaling, president, the Debtor was estimated to have under $50,000 in assets and $1 million to $10 million in liabilities. Richard Johnston, Jr., at Johnston Law, PLLC, is the Debtor's bankruptcy counsel. Barry S. Mittelberg, P.A., its special litigation counsel. MYOMO INC: Signs Deal to Form Joint Venture with Beijing Ryzur -------------------------------------------------------------- Myomo, Inc. entered into a definitive agreement with Beijing Ryzur Medical Investment Co., Ltd., a medical device manufacturer based in Beijing, China, to form a joint venture to manufacture and sell the Company's current and future products in greater China, including Hong Kong, Macau and Taiwan. Majority ownership in the JV, to be named Jiangxi Myomo Medical Assistive Appliance Co., Ltd., will be held by Ryzur Medical and Chinaleaf Capital Management Co., Ltd., a private fund based in Shanghai that invests in growth opportunities in new technologies. The Company will own a minimum 19.9% stake in the JV. Ryzur Medical and its partners have committed to invest a minimum of $8 million and up to $20 million in the JV over five years. The establishment of the JV is subject to governmental filings and approvals in China. Once established, the JV Agreement contemplates that each of the Company and JV will enter into a ten-year agreement to license the Company's intellectual property and purchase MyoPro Control System units from the Company. Under the Technology License Agreement, the Company will be entitled to receive an upfront license fee of $2.5 million. Pursuant to the JV Agreement, the JV has agreed to an escalating purchase commitment for a minimum of $10.75 million in MyoPro Control System Units during the next ten years, subject to receipt of regulatory approvals necessary to permit sales of the product in the greater China territory. Payment of the license fee and transfer of technology requires the completion of certain milestones by the parties to the JV Agreement, which are expected to be completed before the end of 2021. In addition, the JV Agreement contemplates that each of the Company and the JV will enter into a trademark license agreement to license of certain of the Company's trademarks. On Jan. 21, 2021, Myomo, Inc. and Geauga Rehabilitation Engineering, Inc., an Ohio corporation, entered into a Fabrication and Services Agreement which is effective retroactively to Jan. 1, 2021. Pursuant to the Services Agreement, the Company will ship MyoPro Kits to GRE based on customer orders or minimum stock quantities, subject to adjustment, and GRE will provide central fabrication and other services for the Company. The Company will pay GRE a base fee per unit, subject to minimum volume guarantees and adjustment in the event that GRE's costs and/or expenses increase during the term of the Services Agreement. The Services Agreement shall be non-exclusive and remain in effect for one year, provided that the parties shall negotiate in good faith should either party desire to extend the term of the Services Agreement or terminate the Services Agreement upon ninety days' written notice. About Myomo Headquartered in Cambridge, Massachusetts, Myomo, Inc. -- http://www.myomo.com-- is a wearable medical robotics company that offers expanded mobility for those suffering from neurological disorders and upper limb paralysis. Myomo develops and markets the MyoPro product line. MyoPro is a powered upper limb orthosis designed to support the arm and restore function to the weakened or paralyzed arms of patients suffering from CVA stroke, brachial plexus injury, traumatic brain or spinal cord injury, ALS or other neuromuscular disease or injury. Myomo reported a net loss of $10.71 million for the year ended Dec. 31, 2019, compared to a net loss of $10.32 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.35 million in total assets, $2.37 million in total liabilities, and $12.98 million in total stockholders' equity. Myomo stated in its 2019 Annual Report that, "We have a history of losses since inception. For the years ended December 31, 2019 and 2018, we incurred net losses of approximately $10.7 million and $10.3 million, respectively. At December 31, 2019, we had an accumulated deficit of approximately $56.1 million. We expect to continue to incur operating and net losses for the foreseeable future as we expand our sales and marketing efforts, invest in product development and establish the necessary administrative functions to support our growing operations and being a public company. Our losses in future periods may be greater than the losses we would incur if we developed our business more slowly. In addition, we may find that these efforts are more expensive than we currently anticipate or that these efforts may not result in increases in our revenues, which would further increase our losses. Our cash and cash equivalents balance at December 31, 2019 was approximately $4.5 million, which includes gross proceeds of approximately $3.0 million from a term loan ("Term Loan") from Chicago Venture Partners ("CVP") entered into in October 2019, but excludes net proceeds from a public offering of our common stock completed in February 2020 of approximately $13.7 million, Subsequent to the closing of our public equity offering, we repaid approximately $2.0 million to CVP, comprising 50% of the outstanding balance of the Term Loan and a prepayment fee. There can be no assurance that our existing cash plus the cash raised in the offering will be sufficient to achieve cash flow breakeven." NAVITAS MIDSTREAM: S&P Raises Long-Term ICR to 'B'; Outlook Stable ------------------------------------------------------------------ S&P Global Ratings raised its long-term issuer credit rating (ICR) on Navitas Midstream Midland Basin LLC and its issue-level rating on the company's term loans B and B2 to 'B' from 'B-'. Navitas has experienced strong volume flows on its system despite the challenging environment for upstream companies in 2020. Therefore, cash flows were better than expected. At the same time, Navitas is proposing to add $265 million to its outstanding term loan B. The company intends to use the proceeds mainly to finance a new plant and to retire a portion of the series D units. Pro forma for this new tranche, S&P forecasts 2021 adjusted leverage will be below 6.0x. The recovery rating is unchanged at '3' (50%-70%; rounded estimate: 65%). Despite a challenging year for oil and gas producers, volumes on Navitas' system have been stronger than expected. Processed volumes have been increasing steadily on a quarterly basis, with volumes during third-quarter 2020 of about 688 million cubic feet per day (MMcf/d), compared with 441 MMcf/d in third-quarter 2019. This improvement is largely spurred by a stronger gas oil ratio (GOR) across the basin and continued customer drilling activity. As producers have gained more experience in the Midland basin and refined their operational approach, volumes for associated gas have increased. This improved GOR curve should continue to benefit Navitas, as volumes are projected to remain robust at above 700 MMcf/d. S&P expects that type of volume even if activity, in terms of new wells or well connects, were to be comparable with the diminished 2020 level. This is material for Navitas, given that the company has minimal volumetric protection. However, commodity exposure remains limited, given that the majority of contracts are fee-based. Higher cash flows, generated by the newly built-out infrastructure, result in improved credit metrics. Given that Navitas has built the majority of its infrastructure, cash flow generation should be higher and result in improved credit metrics. S&P projects EBITDA will be about $140 million-$150 million, which will leave discretionary free cash flows, and result in improved credit metrics with weighted-average debt to EBITDA of about 5.5x-6.0x. Before 2020, credit metrics were lower in part due to Navitas' significant capital program, totaling about $1.7 billion over the past four years, and because the assets had yet to generate free cash flows. Furthermore, Navitas' operational performance in 2019 was negatively affected by the 2018 incident at the Newberry plant. However, most of Navitas' infrastructure is now complete, with a processing capacity of about 755 MMcf/d and 1,750 miles of pipelines. Among its most recent completions are the Trident plant, which added 200 MMcf/d of capacity; and the Howard County Express pipeline, a 24-inch pipeline connecting eastern Martin and Howard counties. While the proposed add-on of $265 million term loan B offering slightly increased the overall debt level, about $115 million of the proceeds will be used for the construction of a fifth plant. This addition should increase the company's processing capacity by 200 MMcf/d by 2022. S&P said, "We don't see construction risks as elevated given Navitas' experience and track record. Furthermore, we view the repayment of about $100 million of the series D as largely credit neutral, because we view series D as debt-like." Navitas' scale, scope, and asset diversity remain limited. As Navitas is established exclusively in the Midland, its geographic diversity remains limited despite being in a very cost-competitive basin. The company has about 450,000 dedicated acres, which is below the level of some of its peers in the Permian. Also, while its operations have increased in size and its asset diversity has improved, Navitas remains fairly small compared with larger peers. In terms of customer profile, most of the company's revenues are still generated by its seven core customers, with an average contract tenor of about nine years. Overall, counterparty credit quality has slightly deteriorated because about 80% of Navitas' volumes are projected to come from customers rated in the speculative-grade category. S&P said, "The stable outlook reflects our expectation that Navitas will maintain leverage at about 5.5x-6.0x on a sustained basis, as volume flows through its system should remain robust. We also expect that Navitas will continue to have solid operational performance as it continues to add to its infrastructure, and will maintain adequate liquidity." "We could lower the rating if we expect debt to EBITDA to increase above 6.5x on a sustained basis due to a decline in volume, or if Navitas were to experience operational issues or issue more debt than anticipated. If liquidity were to deteriorate, we could take a negative rating action." "We do not anticipate taking a positive rating action on Navitas during the next 12 months, due to the company's limited scale and diversity. However, we could raise the rating if the company sustained total adjusted leverage of less than 5.0x, increased its scale and asset diversity, and secured some volumetric protection." NEOPHARMA INC: Seeks to Hire Hunter Smith as Legal Counsel ---------------------------------------------------------- Neopharma, Inc. and Neopharma Tennessee LLC seek approval from the U.S. Bankruptcy Court for the Eastern District of Tennessee to hire Hunter, Smith & Davis, LLP as their bankruptcy counsel. The firm will represent the Debtors in negotiations with their creditors; give advice regarding legal issues including the sale or lease of their properties; assist in the preparation of a plan of reorganization; and provide other legal services related to their Chapter 11 cases. Hunter Smith will be paid at these rates: Partners $350 per hour Associates $275 per hour Paralegals $125 per hour The retainer fee charged by the firm is $60,000. Mark Dessauer, Esq., a partner at Hunter Smith, disclosed in a court filing that the firm and its attorneys do not have any interest adverse to the Debtors and their estate. The firm can be reached through: Mark S. Dessauer, Esq. Hunter, Smith & Davis, LLP 1212 North Eastman Road Kingsport, TN 37664 Tel: (423) 378-8840 Fax: (423) 378-8801 Email: dessauer@hsdlaw.com About Neopharma Neopharma Inc. and Neopharma Tennessee, LLC, manufacturers of pharmaceutical and medicinal products, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No. 20-52015) on Dec. 22, 2020. At the time of the filing, the Debtors disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge Shelley D. Rucker oversees the cases. The Debtors tapped Hunter, Smith & Davis, LLP as their counsel. NETFLIX INC: S&P Upgrades ICR to 'BB+'; Outlook Positive -------------------------------------------------------- S&P Global Ratings raised its ratings on Netflix Inc. to 'BB+' from 'BB' the outlook is positive. The positive outlook reflects S&P's expectations that Netflix could generate moderately positive FOCF in 2021 and continue growing its FOCF significantly going forward. Despite a return to normal production levels and increased competition from emerging SVOD services, it expects Netflix will maintain its disciplined cash content spending trajectory enabling it to grow FOCF. The upgrade reflects Netflix's significantly improved FOCF trajectory and the likelihood that the company will generate sustained positive FOCF beginning as soon as 2021. S&P said, "The positive outlook reflects the potential we could raise the rating if we are convinced Netflix will remain disciplined on its cash content spending putting in on a path to achieving FOCF/debt of 10%.. We will also look to assess the company's longer-term financial policy with respect to content investment spending to retain and grow subscribers, shareholder returns, and a long-term leverage target." The timeframe for streaming video adoption materially accelerated in 2020 for Netflix and other streaming services. The secular shift toward streaming video accelerated heavily in 2020 as consumers spent more time at home and consumed increasing amounts of in-home entertainment. All streaming services benefitted from this trend, but Netflix, the leader in the sector, saw an unprecedented shift forward in its operating trajectory. This resulted in operating and financial metrics far better than S&P's expectations from a year ago: -- Netflix ended 2020 with 203.7 million paid subscribers compared with S&P's estimate of 195 million. -- Adjusted EBITDA margin in 2020 improved to 21.6% (510 bps) compared with S&P's year ago forecast of 19.2% (270 bps). -- Cash content spend in 2020 was $12.5 billion compared with S&P's forecast of $16.5 billion. -- FOCF was in 2020 was $1.9 billion compared with S&P's forecast for negative $2.4 billion. While 2020 was much stronger than S&P's earlier expectations, it was somewhat an anomaly because of the COVID-19 pandemic. Still, it does not expect operating metrics to revert to pre-2020 levels for the following reasons: -- The pandemic accelerated the adoption of streaming video services globally. This should mitigate the impact of increasing competition as many new streaming services launched over the past year including Disney+, HBO Max, and Peacock. -- The pull forward of subscribers in 2020 results in a higher revenue base that improves the trajectory of operating margin and cash flow generation even though S&P expects subscriber growth to slow in 2021. -- The pandemic reduced the amount of cash content spending in 2020 as production was either delayed or cancelled, resulting in a lower base of content spend from which to grow. S&P said, "While we expect Netflix to aggressively spend on content production in 2021, the company should not get back to pre-2020 spending trajectory in 2021. Thus, we expect Netflix will achieve break-even to positive free cash flow on a sustainable basis in 2021, about two years earlier than we previously expected." "The company's financial policy and discipline will determine the path of further improvements in credit metrics. Netflix is on a path to achieving sustainable free cash flow because of its strong 2020 performance. The company's ability to maintain this trajectory largely depends on its discipline in making future content investments. We forecast cash content spending of about $17 billion in 2021, which is an 8% annualized growth rate from 2019. If Netflix continues to grow content costs at a high-single-digit to low-double-digit rate, we forecast FOCF will remain positive and grow longer term. However, if Netflix accelerates content investment spending because of more intense competition or to accelerate subscriber growth, the FOCF improvements could reverse." "Just as importantly, what we expect Netflix will ultimately do with its FOCF will determine our credit ratings longer term. In its fourth quarter earnings release, Netflix discussed maintaining $10 billion-$15 billion of gross debt on its balance sheet and using excess cash flow for share repurchases. The company currently has about $16 billion of debt and about $8 billion of cash on the balance sheet as of Dec. 31, 2020. How quickly the company reduces gross debt to its stated range and at what end of the range will largely determine leverage levels (S&P adjusted leverage, net of excess cash, is 2.5x as of Dec. 31, 2020). Historically Netflix has kept cash on its balance sheet equal to two months of revenue as cash, but we would expect that to decline as the company's need for external financing wanes. How the company revises its definition of excess cash and how quickly it reaches that level will also determine its longer-term leverage profile." "The positive outlook reflects our expectations that Netflix could generate moderately positive FOCF in 2021 and continue to grow its FOCF significantly going forward. Despite a return to normal production levels and increased competition from emerging SVOD services, we expect Netflix will maintain its disciplined cash content spending trajectory enabling it to grow FOCF." S&P could raise the rating if: -- S&P is convinced Netflix will maintain discipline with respect to cash content spending enabling sustainable FOCF generation, subsequent FOCF growth and FOCF/debt approaching 10%. -- Netflix articulates a financial policy with respect to leverage, FOCF trajectory, and shareholder returns that is consistent with an investment-grade company. S&P could revise the outlook to stable if: -- Cash content spending accelerates faster than expected resulting in FOCF remaining modestly negative. -- Increased competition from new and existing OTT platforms dampens subscriber growth and margin improvement. NEW YORK HOSPITALITY: Selling All Assets to Dave for $3.8 Million ----------------------------------------------------------------- New York Hospitality, JV asks the U.S. Bankruptcy Court for the Western District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets to Vishal Dave for $3.8 million, subject to overbid. Since 1995, the Debtor has owned and operated a 62-room hotel under the flagship Days Inn located at 4220 South IH-35 Hwy., in Austin, Texas 78745, on the southwest side of the intersection of IH-35 and Texas Highway 71. Sixty-one of the Hotel's rooms are guest rooms, and one is a former guest room used as a fitness center. The Hotel also includes a manager's apartment, currently rented out to a third party on a month-to-month rental arrangement. The Debtor first encountered financial difficulties during the period May 2016 through May 2018, when construction of that highway intersection made access to the Property very difficult. As a result, the Debtor's gross revenues from January to June 2020 decreased by approximately 43% from the same period the year before. By August 2019, the Debtor was unable to service the debt on the Property and sought and found a new lender that would refinance the Property. In January 2020, the Property was appraised in connection with that refinancing for $5.24 million; however, when the pandemic struck before that transaction could be closed, that lender declined to go forward. Then in February of 2020, the original lender transferred the note and lien to HDDA, LLC. The Debtor was able to find another lender, but the new post-pandemic appraisal in May 2020 valued the Property at only $3.085 million. The Debtor was working on new financing and a new appraisal, but the current noteholder, HDDA - Austin, LLC (the assignee of HDDA, LLC), refused to delay its enforcement actions and the Debtor was forced to file its Chapter 11 case in order to avoid a foreclosure sale by HDDA - Austin, LLC on July 7, 2020, of substantially all of the Debtor's real and personal property. On Nov. 3, 2020, the Debtor filed its Plan of Reorganization and accompanying Disclosure Statement. No hearing on approval of the Disclosure Statement has been held. The Plan proposes to pay creditors from the proceeds of the sale of the Property. Specifically, the Debtor has received a written offer, in the form of a Commercial Contract - Improved Property, to purchase the Property for $3.8 million. It also received another offer for the purchase of the Property, which has expired, but its counsel believes that party remains interested. By the Motion, among other things the Debtor is asking that the party making the offer for $3.8 million, Mr. Dave, be approved by the Court as a "Stalking Horse Bidder" to attract and compete against other bidders in an auction of the Property conducted by the Court. It is also asking the Court approves bidding procedures and a sale by auction to be conducted by the Court at a hearing to be set. Since before the Petition Date, the Debtor and its counsel have been exploring third-party interest in a sale of substantially all the Debtors' assets. The Debtor's principal does not believe that listing the Property with a commercial broker, especially during the pandemic, will result in the greatest sales price for the Property. Instead, the principal negotiated directly with Mr. Dave, who has familiarity with the Property and the Hotel's operations because he is its on-site manager. The Debtor's principal believes that, because of Mr. Dave's knowledge of the Hotel and its finances and day to day operations, his offer most closely represents the true value of the Property. Given the Debtor's principal's reluctance to list the Property with a broker and in consultation with the Debtor's secured lender, the Debtor has concluded that an auction of the Sale Assets, with Mr. Dave serving as the Stalking Horse Bidder and pursuant to the other procedures outlined in the Motion, will generate the highest and best value to the Debtor's estate. The salient terms of the Bidding Procedures are: a. Bid Deadline: (TBD), 2021, at 12:00 p.m. (CT) b. Initial Bid: $3.95 million c. Deposit: $50,000 d. Auction: If Qualified Bids are received, the Court will conduct the Auction, using the Court's official videoconferencing system, during the Sale Hearing. Such Hearing and the Auction will commence at (TBD) (CT) on April (TBD), 2021. e. Bid Increments: $5,000 By the Motion, the Debtor asks the entry of two orders pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and Rule 6004 of the Federal Rules of Bankruptcy Procedure, as follows: a. The Procedures Order: i. approving Mr. Dave as the Stalking Horse Bidder by authorizing the Debtor to enter into the Letter of Intent and, if and only if Buyer submits a Qualifying Bid and is not the Successful Bidder, approving the bankruptcy estate's reimbursement of his reasonable, documented expenses in connection with the sale, up to a maximum of $25,000; ii. approving and setting the form and manner of notice of the sale contemplated by the Sale Motion and the proposed Procedures Order; iii. approving and setting the other sale procedures and requirements for interested parties to submit competing bids for the purchase of the Property, including credit bids, as described in detail in the proposed Procedures Order; iv. approving and setting procedures to fix amounts necessary to cure defaults, if any, due under the Debtor's executory contracts and unexpired leases, if any, that are to be assumed and assigned in connection with the sale; v. scheduling the Sale Hearing at which an auction would be conducted and the Court would consider and rule on approval of the sale to the person making the highest and best bid at the Auction, and of any motion to assume and assign an executory contract or unexpired lease of the Debtor to such Successful Bidder; vi. setting a deadline before the Sale Hearing to file objections, if any, to approval of the sale and any assumption and assignment of an executory contract or unexpired lease of the Debtor to the Successful Bidder; vii. authorizing the Debtor's estate to reimburse, at the closing, any broker's commission owed by the Successful Bidder, other than the Stalking Horse Bidder, up to a maximum of 3% of final purchase price; and viii. granting such related relief as described in the Procedures Order; b. The Sale Order: i. authorizing the sale of the Sale Assets to the Successful Bidder, free and clear of all liens, claims and encumbrances, except for liabilities expressly assumed; ii. finding, determining and approving cure amounts, if any, with respect to assumed executory contracts and unexpired leases, if any; iii. at the option of the Successful Bidder, authorizing the assumption and assignment to it of some or all of the Debtor's assumed executory contracts and unexpired leases, if any; iv. authorizing the Debtor to take any and all other actions necessary to consummate the proposed transactions; and v. designating the second highest and best bid at the Auction to be a backup bid, with the person making such Backup Bid having the same rights and obligations as the Successful Bidder, in the event the sale to the Successful Bidder fails to close within fourteen (14) days of the entry of the Sale Order; and vi. granting the related relief as described in the Sale Order. A copy of the Contract is available at https://tinyurl.com/y2sk4cr7 from PacerMonitor.com free of charge. The Purchaser: Vishal Dave 13802 Ida Ridge Drive Austin, TX 78727 Telephone: (512) 751-9567 E-mail: vishaldhoom2@gmail.com About New York Hospitality New York Hospitality, JV, a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)), filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 20-10765) on July 6, 2020. At the time of filing, Debtor estimated $1 million to $10 million in both assets and liabilities. Judge Tony M. Davis oversees the case. Debtor has tapped B. Weldon Ponder, Jr., Esq., and Catherine Lenox, Esq., as its bankruptcy attorneys, and Calzaretto & Company, LLC as its accountant. NEWASURION CORP: S&P Rates New $1.25BB Term Loan 'B+' ----------------------------------------------------- S&P Global Ratings assigned its 'B+' debt rating to NEWAsurion Corp. and subsidiaries' proposed $1.25 billion term loan B-9 due 2027. S&P assigned a '3' recovery rating, indicating its expectation of meaningful recovery (60%) in the event of payment default. S&P also assigned its 'B' debt rating to the company's new $1.89 billion second-lien term loan B-3 due 2028. The recovery rating is '5', indicating its expectation for modest recovery (10%) in the event of a payment default. S&P rates the company's existing revolver and first-lien term loans 'B+', with a recovery rating of '3' (60%). S&P said, "Similar to the refinance done in December, we expect NEWAsurion to use the proceeds to refinance its second-lien term loan B-2 as well as pay related fees and expenses. Given favorable market conditions, the company will also likely benefit from lower pricing." "We expect this transaction to be leverage neutral and pro forma financial leverage to be 4.5x at year-end 2020, with EBITDA interest coverage exceeding 3.0x. We think S&P Global Ratings-adjusted pro forma leverage could rise to 5.0x-6.0x in 2021 if the company pursued a recapitalization to lower its ownership of private equity below current levels, as it has done in the past." O.P. INVESTMENT: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: O.P. Investment Group, LLC 2774 Burning Bush Dr. Sterling Heights, MI 48314 Business Description: O.P. Investment Group, LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: January 28, 2021 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 21-40722 Debtor's Counsel: Daniel J. Weiner, Esq. SCHAFER AND WEINER, PLLC 40950 Woodward Ave., Ste. 100 Bloomfield Hills, MI 48304 Tel: (248) 540-3340 E-mail: dweiner@schaferandweiner.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bassam Kallabat, member. A copy of the Debtor's list of five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NK7STRI/OP_Investment_Group_LLC__miebke-21-40722__0003.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NDTCPOY/OP_Investment_Group_LLC__miebke-21-40722__0001.0.pdf?mcid=tGE4TAMA ODYSSEY ENGINES: May Use Cash Collateral Thru Feb. 18 ----------------------------------------------------- Judge Robert A. Mark of the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, has authorized Odyssey Engines LLC and its debtor-affiliates to use cash collateral on an interim basis through February 18, 2021. The Debtors are authorized to use cash collateral in the ordinary course of business in accordance with the budget, as well as applicable US Trustee fees. No payments will exceed the line items on the Budget by an amount exceeding to 5% of each line item. The Debtors may seek exceptions to the permitted variance , either from Synovus Bank or Preferred Bank, or failing that, from the Court. The Debtors have represented that there is no unencumbered Cash Collateral emanating from any alleged collateral of Preferred. Thus, the Debtors are not authorized to use Preferred's Cash Collateral. As adequate protection, Synovus is granted a perfected first priority post-petition security interest and lien in, to and against Debtors' cash collateral to the same priority, validity and extent that Synovus held a properly perfected pre-petition security interest in the assets as its pre-petition lien, which are or have been acquired, generated or received by the Debtors subsequent to the Petition Date. The security interests are deemed perfected without the necessity for filing or execution of documents which might otherwise be required under non-bankruptcy law for the perfection of the security interests. For the Interim Period, Synovus is deemed to be adequately protected by the granting of a replacement lien and the equity contributions from the Owners in addition to any additional security it may have with respect to the indebtedness owed to it, and any equity cushion. As further adequate protection, if and in the event that the "Miami Air" receivable is received by the Debtors (in the expected amount of $500,000), the Debtors are authorized and directed to pay the outstanding 2019 real estate taxes on the 8050 NW 90th Street property owned by Odyssey Real Estate Holdings, LLC (believed to be approximately $250,000). In the event that the Miami AR is more than $400,000 then the obligation to pay the RE Tax is absolute. If it is less than $400,000, than the parties may negotiate modifications, and if unable to do so, will bring the matter before the Court. If and to the extent that Court authority is necessary under section 364 of the Code, the Debtors are authorized to borrow funds from the Owners if and to the extent that post-petition cash flow is insufficient to meet postpetition obligations (excluding debt service). The Owners acknowledge that such loans presently have no repayment terms and cannot be paid without Order of the Court but that in no event will they be treated as administrative obligations. The Court will conduct the Next Hearing on the Debtors' use of Cash Collateral on February 18 at 2:30 p.m. via video conference. A copy of the Order is available for free at https://bit.ly/3qUrtnB from PacerMonitor.com. About Odyssey Engines LLC 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. OPTIMIZED LEASING: SF Says It's Negotiating Changes to Plan Docs. ----------------------------------------------------------------- Signature Financial LLC submitted a limited and precautionary objection and reservation of rights to the Amended and Restated Disclosure Statement for Optimized Leasing, Inc.'s Amended and Restated Plan of Reorganization. The Debtor and Signature have been negotiating edits to the terms set forth in the Disclosure Statement and proposed Amended and Restated Plan of Reorganization Under Chapter 11 of the United States Bankruptcy Code, but such language has not yet been finalized. Signature filed an Objection putting the Court and all parties in interest on notice that (a) Signature anticipates that the Disclosure Statement and/or Plan will contain different provisions than those currently stated therein and (b) in the event Signature and the Debtor do not reach an agreement regarding edits to the Plan's language, Signature reserves its right to object to confirmation of the Plan. Counsel for Signature Financial LLC: Amanda E. Finley SEQUOR LAW, P.A. 1111 Brickell Avenue, Suite 1250 Miami, Florida 33131 Telephone: 305-372-8282 Facsimile: 305-372-8202 E-Mail: ggrossman@sequorlaw.com afinley@sequorlaw.com About Optimized Leasing Optimized Leasing, Inc., a company headquartered in Miami, Fla., is in the trucking business. The company utilizes its various semi-trucks and trailers (some equipped with ThermoKing refrigeration units) to transport flowers, fruits, vegetables and other perishable items throughout the U.S. Optimized Leasing sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 18-10746) on Jan. 21, 2018. In the petition signed by CFO Ronen Koubi, the Debtor was estimated to have $10 million to $50 million in assets and liabilities. Judge Jay A. Cristol oversees the case. The Debtor tapped Stichter Riedel Blain & Postler, P.A., as its bankruptcy counsel; and Bill Maloney Consulting as its financial advisor. OUTCOMES GROUP: S&P Alters Outlook to Stable, Affirms 'B' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Outcomes Group Holdings (Paradigm Corp.) to stable from negative. At the same time, S&P affirmed its 'B' long-term issuer credit rating on Paradigm and its 'B' debt rating on its first-lien credit facility. The recovery rating on the company's senior secured facility--consisting of a $475 million term loan due October 2025 and $50 million revolver due October 2023--is '3', indicating its expectation for meaningful (55%) recovery of principal in the event of a default. S&P also affirmed its 'CCC+' rating on the second-lien term loan due October 2026. The recovery rating on the second-lien term loan is '6', indicating its expectation of negligible (0%) recovery in the event of payment default. S&P said, "We expect Paradigm's financial leverage to be less strained in 2021 because of EBITDA margin stability (supported by expense management initiatives to compensate for flat revenue growth in 2020), lower debt outstanding, and an improved rate structure. We also expect Paradigm to have a strong unrestricted cash position for full-year 2020 given our expectation for internal cash flow generation combined with relatively modest capital expenditure, debt service, and working capital needs." "We expect financial leverage to diminish to slightly below 6.0x while coverage strengthens (a comparative strength for its highly leveraged financial risk profile) and sources of cash flow to meaningfully exceed uses. We think the underlying improvement to credit metrics and liquidity better positions the company to absorb incremental strain that could emerge from the pandemic." "We believe Paradigm's foundational business strength is its long-standing market leadership as an "outcomes-based" case manager for the workers' compensation (WC) industry. Paradigm's unique market differentiator is that it guarantees medical or financial outcomes for high-cost, catastrophic/complex cases." These types of cases can be difficult for clients to manage since they make up only 2% of all cases but roughly 13%-15% of total medical costs. Paradigm takes on full financial risk for many of its cases and is responsible for any cost overruns." Its client base includes insurance companies, state WC funds, self-funded employers, government entities, and insurance brokers. Paradigm's high client concentrations remain a key business risk. Its top 10 clients make up roughly 60% of annual sales. Client retention has generally been solid though, with no major changes to the top 10. S&P said, "The stable outlook reflects our expectation that Paradigm will have flat revenue growth in 2020 and 10% growth in 2021, with an EBITDA margin of 10%-12% in both years. If the company achieves our expectations, we'd expect financial leverage and EBITDA interest coverage to remain around 6.0x and 3.0x-3.5x, respectively." "We could lower our rating in 2021 if leverage exceeds 7.0x or EBITDA interest coverage falls below 2x on a sustained basis. This could occur due to a loss of key clients combined with diminished margin stemming from a lack of offsetting expense management. This could lead to revenue contraction and EBITDA margin in the high single digits. We could also downgrade Paradigm if liquidity becomes constrained such that we expect liquidity sources to fall to less than 1.2x of expected uses." An upgrade is unlikely in 2021 based on Paradigm's long-term financial policies stemming from its private-equity ownership, which make sustained deleveraging unlikely. S&P could raise the ratings if Paradigm substantially grows, diversifies its business profitably, and lowers leverage to less than 5x on a sustained basis, or if it substantially reduces client concentrations. PAPPY'S TRUCKS: Feb. 11 Ritchie Auction of 16 Vehicles Approved --------------------------------------------------------------- Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Pappy's Trucks, Ltd.'s sale of its 18 vehicles located at 2040 Dowdy Ferry Rd., in Dallas, Texas, listed on Schedule A to Multi-Channel Sales Agreement, by auction to be conducted by Ritchie Brothers Auctioneers on Feb. 11, 2021, for the highest amount bid on each item. The vehicles to be sold are: a. Item No. 1, 2018 Mac End Dump, Trailer, VIN/Serial No. 5MADN3826JK044027, (Lender: CIT Bank, NA), Account No. 2000357456-1469942; b. Item No. 2, 2017 Troxell Tanker, Trailer, VIN/Serial No. 1T9SS5616HR719318, (Lender: CIT Bank, NA), 2000357456-1470835; c. Item No. 3, 2017 Kenworth T800 Mixer, Truck, VIN/Serial No. 1NKZLP0X2HJ158929, (Lender: First Midwest Equipment Finance, Co.), 63084-002; d. Item No. 5, 1995 Travis End Dump, Trailer, VIN/Serial No. 1T91F3526S1247772, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; e. Item No. 6, 1999 CMC End Dump, Trailer, VIN/Serial No. 1T91F3720X1247979, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; f. Item No. 7, 1999 CMC End Dump, Trailer, VIN/Serial No. 1T91F3723X1247734, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; g. Item No. 8, 2007 International 5600i Mixer, Truck, VIN/Serial No. 1HTXHAHT87J411424, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; h. Item No. 9, 2007 International 5600i Mixer, Truck, VIN/Serial No. 1HTXHAHT07J411403, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; i. Item No. 10, 1999 CMC End Dump, Trailer, VIN/Serial No. 1T91F3727X1247736, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; j. Item No. 11, 2007 International 5600i Mixer, Truck, VIN/Serial No. 1HTXHAHTX7J411215, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; k. Item No. 12, 2007 International 5600i Mixer, Truck, VIN/Serial No. 1HTXHAHT57J411218, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; l. Item No. 13, 2007 International 5600i Mixer, Truck, VIN/Serial No. 1HTXHAHT27J411404, (Lender: Newtek Small Business Finance, Inc.), Account No. 54105; m. Item No. 14, 2001 Travis End Dump, Trailer, VIN/Serial No. 48X1F372911001638, (Lender: Newtek Small Business Finance, Inc.), Account No. 82295; n. Item No. 15, 2016 Kenworth W900 Mixer, Truck, VIN/Serial No. 1NKWXPEX9GJ130687, (Lender: Newtek Small Business Finance, Inc.), Account No. 82295; o. Item No. 16, 2016 Kenworth W900 Mixer, Truck, VIN/Serial No. 1NKWXPEX0GJ130688, (Lender: Newtek Small Business Finance, Inc.), Account No. 82295; and p. Item No. 18, 2018 Mac End Dump, Trailer, VIN/Serial No. 5MADN3824JK044026, (Lender: CIT Bank, NA), Account No. 2000357456-1469942. The sale of such Vehicles will be free and clear of all liens, claims and encumbrances. Such liens, claims and encumbrances to attach to the proceeds of sale. The Secured Lenders will be paid after closing of the sale. Excess sale proceeds, if any, will be paid to creditors in accordance with their lien priority positions as may be determined by the Court. There will be no 14-day delay in the effectiveness of the Order of Sale. About Pappy's Trucks Ltd. Pappy's Trucks Ltd., a freight shipping and trucking company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 19-33605) on Oct. 31, 2019. At the time of the filing, the Debtor was estimated to have assets of between $1 million and $10 million and liabilities of the same range. The case is assigned to Judge Stacey G. Jernigan. The Debtor tapped Joyce W. Lindauer Attorney, PLLC, as its legal counsel. PAREXEL INTERNATIONAL: S&P Rates New $300MM Revolver Loan 'B-' -------------------------------------------------------------- S&P Global Ratings assigned its 'B-' issue-level rating and '4' recovery rating to contract research organization (CRO) Parexel International Corp.'s proposed $300 million revolver and $2.3 billion term loan B. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 30%) recovery in the event of a payment default. S&P said, "We expect the company to apply the proceeds from this term loan toward refinancing its outstanding term loan ($1.8 billion outstanding) and redeeming its unsecured notes ($519 million outstanding). We view the transaction as leverage neutral." "Our 'B-' issuer credit rating on Parexel reflects its high leverage and what we view as an aggressive financial policy, which is evidenced by its recently announced unconventional spin-off transaction as well as the one-time dividends its paid out to its financial sponsor in 2018 (funded by taking on priority debt) when the company was underperforming." However, the company is a leading CRO and benefits from the favorable dynamics in the CRO industry stemming from robust biotech funding, the steady increase in biopharma research and development (R&D) spending, and rising outsourcing penetration. The positive outlook reflects the significant improvement in Parexel's market share and credit metrics under its new management team and the potential that S&P will raise its rating if it sustains its current business momentum for the next 12 months and its financial sponsor does not undertake any material transactions at the expense of its creditors. PENINSULA PACIFIC: S&P Affirms 'CCC+' Senior Unsecured Notes Rating ------------------------------------------------------------------- S&P Global Ratings affirmed its 'CCC+' issue-level rating on Virginia-based gaming operator Peninsula Pacific Entertainment LLC's (P2E) $525 million senior unsecured notes pro forma for its proposed $50 million add-on. The '4' recovery rating remained unchanged, indicating its expectation for average (30%-50%; rounded estimate: 40%) recovery for noteholders in the event of a payment default. S&P said, "Notwithstanding the incremental debt, which we expect the company will use the proceeds from for general corporate purposes and to pre-fund its future development needs, our outlook on P2E remains positive. This is because we continue to believe the company can expand its EBITDA to a level that will enable it to cover its fixed charges (interest and capital expenditure), pro forma for the add-on and the incremental interest expense, by more than 1x in 2021 and sustain it at that level. We also expect P2E to sustain adjusted leverage of less than 7.5x in 2021. According to the company's preliminary fourth-quarter results, its EBITDA was modestly higher than we expected in the second half of 2020 and reached an annualized level that would cover its fixed charges by the mid-1x area. Although we expect its adjusted leverage to improve below 7.5x toward the end of the first quarter this year, from about 9.0x as of the end of 2020, we believe there is still some risk that the company will be unable to sustain its current EBITDA trends, particularly over the next few months." This is because of the potential for further operating restrictions or closures at P2E's facilities if there is a spike in the number of coronavirus cases in its local markets." As vaccine rollouts in several countries continue, S&P Global Ratings believes there remains a high degree of uncertainty about the evolution of the coronavirus pandemic and its economic effects. Widespread immunization, which certain countries might achieve by midyear, will help pave the way for a return to more normal levels of social and economic activity. S&P said, "We use this assumption about vaccine timing in assessing the economic and credit implications associated with the pandemic. As the situation evolves, we will update our assumptions and estimates accordingly." "We could raise our issuer credit rating on P2E by one notch if we are confident that it can sustain a sufficient level of EBITDA to cover its fixed charges by more than 1.0x and reduce its adjusted leverage to less than 7.5x and we believe these improvements are likely sustainable even in the face of increased competition. While less likely given its operating performance in the second half of 2020, we would consider revising our outlook on P2E to stable or negative if we no longer expect it to generate sufficient EBITDA to maintain leverage of less than 10x. We could also lower our ratings if we no longer expect its EBITDA to reach, or be maintained at, a level that is sufficient to cover its fixed charges, leading to an eventual cash default or restructuring." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors S&P affirmed its 'CCC+' issue-level rating on P2E's senior unsecured notes pro forma for the proposed $50 million add-on. S&P's '4' recovery rating remains unchanged, indicating its expectation for average (30%-50%; rounded estimate: 40%) recovery for noteholders in the event of a payment default. Simulated default assumptions -- S&P's simulated default scenario considers a payment default occurring in 2022 due to P2E's inability to sustain its cash flow at a level that covers its fixed charges because of the continued negative effects of the coronavirus pandemic or another similar high-impact event and/or prolonged economic weakness. -- S&P assumes a reorganization following the default and use an emergence EBITDA multiple of 5.5x to value the company. This multiple is at the lower end of the range of multiples S&P uses for leisure companies given P2E's cash flow concentration in a single state, which exposes it to significant event risk (like material changes in its competition), and S&P's view of the slightly inferior nature of its product offering (historical horse racing [HHR] machines) in Virginia relative to Class III slots. -- S&P assumes P2E's $75 million revolver is 85% drawn at default. Simplified waterfall -- Emergence EBITDA: $57 million -- EBITDA multiple: 5.5x -- Gross recovery value: $316 million -- Net recovery value (after 5% administrative expenses): $300 million -- Obligor/nonobligor valuation split: 100%/0% -- Value available for estimated secured claims (revolver) at default: $300 million -- Estimated secured claims at default: $66 million -- Value available for unsecured claims at default: $234 million -- Estimated unsecured claims at default: $547 million -- Recovery expectation: 30%-50% (rounded estimate: 40%) Note: All debt amounts include six months of prepetition interest. PERMIAN HOLDCO: Court Confirms Plan of Liquidation -------------------------------------------------- Judge Mary f. Walrath on Jan. 25, 2021, entered findings of fact, conclusions of law, and an order approving and confirming the Combined Disclosure Statement and Plan dated Dec. 10, 2020, of Permian Holdco 1, Inc., et al. The Court ruled that the settlements and compromises pursuant to and in connection with the Combined Disclosure Statement and Plan, including, without limitation, the Global Settlement and the settlement between the Debtors, the Creditors Committee, New Mountain Finance Corporation (NMFC), Special Situation Investing Group, Inc. (SSIG), Solace Capital Partners, L.P., and Thomas Beatty, as set forth in section 3.3(h) of the Plan (the "Noteholder Settlement"), comply with and satisfy the requirements of Section 1123(b)(3) of the Bankruptcy Code. The Global Settlement, which the Combined Disclosure Statement in consideration for the distributions and other benefits provided for under the Plan and the Noteholder Settlement, including, without limitation, the release and injunction provisions provided for in the Plan, the Plan will constitute a good-faith compromise and settlement of all claims and controversies resolved pursuant to the Plan. Distributions to NMFC and its Affiliates under the Permian Trust Waterfall are in exchange for, among other consideration, (a) NMFC's DIP Credit Agreement Claims, (b) NMFC assuming certain risks under the Plan, including funding the Permian Trust and satisfying certain priority claims, in each case, with no guarantee of repayment, and (c) NMFC agreeing not to purchase certain of the Debtors' assets in the All Asset Sale, which were previously contemplated to be purchased in the Stalking Horse APA, yet not reducing the original purchase price for the assets NMFC did purchase in the All Asset Sale. Class 3 General Unsecured Claims are impaired and have accepted the Combined Disclosure Statement and Plan as to each Debtor. Thus, the Combined Disclosure Statement and Plan satisfies Section 1129(a)(10). Following the sales, the Debtors and the Permian Trust will be focused principally on efficiently winding down their Estates, pursuing certain litigation, and preserving cash held in the Estates. The Permian Trustee will effect such liquidation and distributions. The Debtors will be dissolved as soon as practicable after the Effective Date. Under the Plan, Class 3 General Unsecured Claims will recover 0% to 1% of their claims. Unsecured claims against Holdco 1 are estimated to total $0 to $3,000,000, unsecured claims against Holdco 2 total $31,382,071, unsecured claims against Holdco 3 total $19,434,828 and unsecured claims against Permian Tank are projected to total $8,500,000 to $9,500,000. Each holder of Allowed General Unsecured Claims will receive such holder's pro-rata share of the Distribution Proceeds, consistent with the Permian Trust Waterfall, until such General Unsecured Claims are paid in full. A full-text copy of the Order dated Jan. 25, 2021, obtained from the unofficial docket maintained by Epiq is available at https://bit.ly/3ac7Nor at no charge. Counsel to the Debtors: M. Blake Cleary Robert F. Poppiti, Jr. Joseph M. Mulvihill YOUNG CONAWAY STARGATT & TAYLOR, LLP 1000 North King Street Wilmington, Delaware 19801 Telephone: (302) 571-6600 Facsimile: (302) 571-1253 About Permian Holdco 1 Permian Holdco 1, Inc. and its affiliates are manufacturers of above-ground storage tanks and processing equipment for the oil and natural gas exploration and production industry. 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. Holdco estimated under $50,000 in both assets and liabilities. The Honorable 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 an investment banker to the Debtors and Epiq Corporate Restructuring LLC acts as notice and claims agent. Troutman Pepper Hamilton Sanders LLP serves as counsel to the Official Committee of Unsecured Creditors. * * * Permian Tank & Manufacturing, on Dec. 14, 2020, disclosed that its business has has been acquired by New Permian Holdco, LLC. The sale was supported by Permian Tank's lender, who provided incremental financing to strengthen the Company during the transition and has committed to provide additional growth capital. PETROCHOICE HOLDINGS: S&P Lowers ICR to 'CCC+' ---------------------------------------------- S&P Global Ratings lowered its issuer credit rating on U.S. regional lubricant distributor PetroChoice Holdings Inc. to 'CCC+' from 'B-', as well as its first-lien credit facility rating to 'B-' from 'B', and its second-lien term loan rating to 'CCC-' from 'CCC'. Its recovery ratings remain unchanged. The CreditWatch negative placement indicates the possibility that S&P could lower the rating by one or more notches within the next 90 days if the company fails to improve its liquidity position or if S&P expects a payment default. S&P said, "We have downgraded Petrochoice because of potentially weak cash flow and tight liquidity over the next 12 months. As of Sept. 30, 2020, the company had $4.4 million in cash on hand and about $37 million available under the revolver before testing the springing 6.5x first-lien net leverage covenant given its EBITDA cushion of about 11% (or $6 million). However, under our base case, we expect revolving availability to fall to $12 million (30% of total revolver commitments borrowings allowed before the springing covenant is tested) as bank leverage rises above 6.5x and total liquidity sources to fall below $10 million by mid-2021." Furthermore, the company has limited financial flexibility to withstand ongoing weak operating performance given S&P's expectation it needs about $5 million to $10 million of liquidity to operate the business. The company has large debt maturities in August 2022, which could be difficult to refinance absent a sharp turnaround in business performance. PetroChoice's debt capitalization consists of a senior secured first-lien class ($40 million senior secured revolving credit facility due August 2022, and $296.5 million outstanding under its senior secured first-lien term loan due August 2022, which rank pari passu) and a $144 million second-lien term loan due August 2023. CreditWatch S&P said, "The negative CreditWatch placement indicates the possibility that we could lower the rating by one or more notches over the next 90 days if the company fails to improve its liquidity position or if we expect a payment default." "We expect to resolve the CreditWatch listing once we have more clarity of the company's recent operating performance, 2021 budget, or financial strategy to improve its liquidity position." PHIO PHARMACEUTICALS: Grosses $14 Million From Securities Offering ------------------------------------------------------------------ Phio Pharmaceuticals Corp. entered into a securities purchase agreement with certain institutional and accredited investors pursuant to which the Company agreed to issue and sell, in a private placement, (i) 4,420,863 shares of Company common stock, par value $0.0001 per share, at a purchase price of $3.07 per Share, (ii) 140,065 pre-funded warrants exercisable for a total of 140,065 shares of Common Stock at a purchase price of $3.069 per Prefunded Warrant with an exercise price of $0.001 per Prefunded Warrant Share, and (iii) 3,420,696 warrants exercisable for a total of 3,420,696 shares of Common Stock with an exercise price of $3.00 per Common Warrant Share. The gross proceeds to the Company from the Private Placement is approximately $14.0 million, before deducting placement agent fees and offering expenses. Subject to certain ownership limitations, the Common Warrants are immediately exercisable upon issuance and will expire on the five and one-half year anniversary of the date of issuance. The Prefunded Warrants are immediately exercisable upon issuance and may be exercised at any time until all of the Prefunded Warrants are exercised in full. None of the Shares, the Warrants, nor the Warrants Shares have been registered under the Securities Act of 1933, as amended . Pursuant to an engagement letter, dated as of Jan. 20, 2021, between the Company and H.C. Wainwright & Co., LLC, or the placement agent, the Company agreed to pay the placement agent a cash fee of 7.5% and a management fee of 1.0% of the aggregate gross proceeds of the Private Placement. The Company also agreed to pay the placement agent up to $85,000 for non-accountable expenses. In addition, the Company issued to the placement agent (or its designees) warrants to purchase up to 342,070 shares of Common Stock, or 7.5% of the aggregate number of Shares and Prefunded Warrant Shares sold in the Private Placement. The Placement Agent Warrants are immediately exercisable at an exercise price of $3.8375 per share of Common Stock and expire on July 27, 2026. The Private Placement closed on Jan. 25, 2021. In connection with the Private Placement, the Company also entered into a registration rights agreement with the Investors, pursuant to which the Company agreed to prepare and file a registration statement with respect to the resale of the Shares and the Warrant Shares. The Company will be required to file the resale registration statement no later than Feb. 1, 2021 and to use its reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than April 21, 2021 if the Securities and Exchange Commission reviews the registration statement. The Shares, the Warrants, the Warrant Shares, the Placement Agent Warrants and the shares of Common Stock issuable thereunder were sold and issued without registration under the Securities Act in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors. About Phio Phio Pharmaceuticals Corp. is a biotechnology company developing the next generation of immuno-oncology therapeutics based on its self-delivering RNAi therapeutic platform. The Company's efforts are focused on silencing tumor-induced suppression of the immune system through its proprietary INTASYL platform with utility in immune cells and/or the tumor micro-environment. The Company's goal is to develop powerful INTASYL therapeutic compounds that can weaponize immune effector cells to overcome tumor immune escape, thereby providing patients a powerful new treatment option that goes beyond current treatment modalities. Phio reported a net loss of $8.91 million for the year ended Dec. 31, 2019, compared to a net loss of $7.36 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $18.24 million in total assets, $2.78 million in total liabilities, and $15.45 million in total stockholders' equity. "If we are unable to achieve or sustain profitability or to secure additional financing, we may not be able to meet our obligations as they come due, raising substantial doubts as to our ability to continue as a going concern. Any such inability to continue as a going concern may result in our common stockholders losing their entire investment. There is no guarantee that we will become profitable or secure additional financing. Our financial statements do not include any adjustments to, or classification of, recorded asset amounts and classification of liabilities that might be necessary if we were unable to continue as a going concern. Changes in our operating plans, our existing and anticipated working capital needs, the acceleration or modification of our expansion plans, increased expenses, potential acquisitions or other events will all affect our ability to continue as a going concern," the Company stated in its 2019 Annual Report. PLAQUEMINE BAYOU: Wins April 6 Plan Exclusivity Extension --------------------------------------------------------- Judge Douglas D. Dodd of the U.S. Bankruptcy Court for the Middle District of Louisiana extended the periods within which Debtor Plaquemine Bayou Parke, L.L.C has the exclusive right to file a Chapter 11 plan and to obtain acceptances of its plan and any amendments through and including April 6 and June 7, 2021, respectively. The Debtor is currently working with the real estate brokers to market and sell its Property. Therefore, the Debtor is seeking the extension of the 11 U.S.C. §1121(b) and 11 U.S.C. §1121(c)(3) deadlines for the plan to be filed and obtain acceptances by each class of claims or interests that is impaired so that the time period does not lapse before the Debtor has sufficient time to market and sell its property which is necessary to propose and confirm a feasible and satisfactory plan. The Debtor submits that good-faith progress in marketing the Debtor's shopping center has been made to date, warranting an extension, and the extension will not prejudice any parties in interest. Moreover, the extension does not exceed the 18-month limitation for the exclusive period to file a plan or the 20-month limitation to obtain acceptances for a plan but rather, the extension is well within these limitations. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/36dLDB6 at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/2Mrp5pu at no extra charge. About Plaquemine Bayou Parke LLC Plaquemine Bayou Parke, L.L.C. owns and operates a shopping center complex located in Plaquemine, Louisiana. It classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). Plaquemine Bayou sought protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr. M.D. La. Case No. 20-10623) on September 2, 2020. In the petition signed by Michael D. Kimble, authorized representative, the Debtor disclosed up to $10 million in assets and liabilities of the same range. The case is assigned to Judge Douglas D. Dodd. Tristan Manthey, Esq., at Heller, Draper, Patrick, Horn & Manthey, LLC, serves as the Debtor's legal counsel and Dowd Commercial Real Estate, Inc. and Latter & Blum, Inc. as its real estate brokers. PNW HEALTHCARE: Wins Cash Collateral Access Thru Feb. 20 -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington has authorized PNW Healthcare Holdings LLC and affiliates to use cash collateral on an interim basis through February 20, 2021, pursuant to the terms and conditions of a Sixteenth Interim Court Order. In exchange for the use of cash collateral, the Debtors will maintain appropriate insurance with respect to their assets, and maintain all necessary and appropriate licensing with respect to operating the Debtors' facilities consistent with prepetition practices and/or applicable laws and regulations. MidCap Funding IV Trust, for its own benefit and for the benefit of the MidCap Prepetition Lenders, the landlords Canyon Z, LLC and Canyon NH, LLC, Ziegler Financing Corporation, and each Additional Secured Party, are granted continuing valid, binding, enforceable, non-avoidable and automatically perfected post-petition security interests in and liens on all property of the Debtors and their estates, in each case, to the same nature, extent, validity, and priority as existed prior to the Petition Date with respect to the Prepetition Collateral, as it applies to the respective Prepetition Secured Party, including property acquired by the Debtors and their estates after the Petition Date. MidCap, for its own benefit and for the benefit of the MidCap Prepetition Lenders, the Canyon Landlords, Ziegler, and each Additional Secured Party, are also granted allowed superpriority administrative expense claims, to the extent provided by sections 503(b) and 507(b) of the Bankruptcy Code, in these Chapter 11 Cases and any Successor Case. The MidCap Prepetition Lenders assert that as of the Petition Date, certain of the Debtors, as MidCap Borrowers, are jointly and severally indebted and liable to the MidCap Prepetition Lenders under the MidCap Prepetition Credit Documents, in the principal amount of no less than $9,157,073.98, comprised of no less than: * $4,621,403.44 of principal under the MidCap Prepetition Non-HUD Revolver, * $71,428.59 of principal under the MidCap Prepetition Non-HUD Term Loan, and * $4,464,241.95 of principal under the MidCap Prepetition HUD Revolver, plus interest accrued and accruing, fees, costs and expenses due and owing thereunder, whether charged to the MidCap Prepetition Credit Facility prior to or after the Petition Date. The Canyon Landlords assert that as of the Petition Date, PNW Healthcare Holdings, LLC as Master Lease Guarantor, and the applicable Master Tenants and Subtenants are indebted and liable to the Canyon Landlords under the Master Leases in the amount of no less than $2,197,497.21 in past due rent, plus interest, fees, costs and expenses due and owing thereunder. Ziegler asserts that as of November 30, 2019, the entities affiliated with certain of the Debtors' facilities that received funding from Ziegler, owed a total amount of not less than $40,691,511.29. The Debtors are authorized and directed to provide adequate protection payments to MidCap and the MidCap Prepetition Lenders in the form of monthly payments in the amount of $125,000. The Interim Order provides a Carve-Out for (i) all fees required to be paid to the Clerk of the Bankruptcy Court or to the Office of the U.S. Trustee pursuant to 28 U.S.C. Section 1930(a)(6), together with interest payable thereon pursuant to applicable law and any fees payable to the Clerk of the Bankruptcy Court; and (ii)(a) up to $50,000 of allowed and unpaid fees, expenses and disbursements of professionals retained pursuant to sections 327 or 1103(a) of the Bankruptcy Code by the Committee in the Chapter 11 Cases, and (b) up to $25,000 of allowed and unpaid fees, expenses and disbursements of professionals retained pursuant to sections 327 or 1103(a) of the Bankruptcy Code by the patient care ombudsman in these Chapter 11 Cases, in each case incurred after issuance of a notice from MidCap that an Event of Default has occurred), plus all professional fees, expenses and disbursements allowed by the Court that were incurred but remain unpaid prior to the issuance of a Carve-Out Notice (regardless of when such fees, expenses and disbursements become allowed by order of the Court). A further Interim Hearing on the Cash Collateral Motion is scheduled for February 19 at 10 a.m. Objections are due no later than February 15 at 11:59 p.m. A full-text copy of the Sixteenth Interim Court Order and the Debtor's four-week budget through the week of February 20 is available at https://bit.ly/2MwG0qz from PacerMonitor.com. About PNW Healthcare Holdings LLC PNW Healthcare Holdings, LLC and other subsidiaries of Aldercrest Health & Rehabilitation Center -- http://www.aldercrestskillednursing.com/-- are providers of long-term skilled nursing care and short-term rehabilitation solutions. On Nov. 22, 2019, the Debtors filed Chapter 11 petitions (Bankr. W.D. Wa. Lead Case No. 19-43754) in Seattle, Wash. At the time of filing, PNW Healthcare had estimated assets of less than $50,000 and liabilities of between $1 million and $10 million. Judge Mary Jo Heston oversees the cases, taking over from Judge Christopher M. Alston. The Debtors tapped Foley & Lardner LLP as lead bankruptcy counsel; D. Bugbee & Scalia, PLLC as co-counsel with Foley; Getzler Henrich & Associates LLC as financial advisor; and Omni Agent Solutions as notice, claims and balloting agent, and as administrative advisor. Gregory Garvin, acting U.S. trustee for Region 18, appointed creditors to serve on the official committee of unsecured creditors on Dec. 12, 2019. MidCap Funding IV Trust, as lender, is represented by: David E. Lemke, Esq. Tyler N. Layne, Esq. Melissa W. Jones, Esq. Waller Lansden Dortch & Davis, LLP 511 Union Street, Suite 2700 Nashville, TN 37219 - and - John R. Knapp, Jr., Esq. Miller Nash Graham & Dunn LLP 2801 Alaskan Way, Suite 300 Seattle, WA 98121 - and - Teresa H. Pearson, Esq. Miller Nash Graham & Dunn LLP 111 S.W. Fifth Avenue #3400 Portland, OR 97204 Canyon Z, LLC and Canyon NH, LLC, as landlords, are represented by: Nancy A. Peterman, Esq. Greenberg Traurig, LLP 77 W. Wacker Dr., Suite 3100 Chicago, IL 60601 - and - Eric J. Howe, Esq. Greenberg Traurig, LLP 90 South 7th Street, Suite 3500 Minneapolis, MN 55402 - and - John Rizzardi, Esq. Christopher Young, Esq. Cairncross & Hempelmann 524 Second Ave., Suite 500 Seattle, WA 98104 Ziegler Financing Corporation, as creditor, is represented by: Donald R. Kirk, Esq. Carlton Fields, P.A. 4221 W. Boy Scout Boulevard, Suite 1000 Tampa, FL 33607 - and - David L. Gay, Esq. Carlton Fields, P.A. 100 S.E. Second Street, Suite 4200 Miami, FL 33131 The Statutory Committee of Unsecured Creditors is represented by: Francis J. Lawall, Esq. Donald J. Detweiler, Esq. Pepper Hamilton, LLP 1313 N. Market Street Suite 5000 Wilmington, DE 19801 - and - Jay Kornfeld, Esq. Christine Tobin-Presser, Esq. Bush Kornfeld LLP 601 Union St., Suite 5000 Seattle, WA 98101 PROFESSIONAL FINANCIAL: Taps Steven Kesten as Special Counsel ------------------------------------------------------------- Professional Financial Investors Inc. and Professional Investors Security Fund, Inc. received approval from the U.S. Bankruptcy Court for the Northern District of California to hire the Law Office of Steven Kesten as their special counsel. The Debtors need the firm's legal advice on routine employment law matters. The firm will charge $400 per hour for the services of Steven Kesten, Esq., and $195 per hour for paralegal services. Mr. Kesten disclosed in a court filing that he does not represent any interest adverse to the Debtor's bankruptcy estate. Mr. Kesten can be reached at: Steven Kesten, Esq. Law Office of Steven Kesten 101 Lucas Valley Rd Suite 273 San Rafael, CA 94903 Phone: +1 415-457-2668 About Professional Financial Investors Professional Financial Investors, Inc. and Professional Investors Security Fund, Inc. are both engaged in activities related to real estate. On July 16, 2020, a group of creditors filed an involuntary Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30579) against Professional Investors Security Fund. On July 26, 2020, Professional Financial Investors sought Chapter 11 protection (Bankr. N.D. Cal. Case No. 20-30604). The cases are jointly administered under Case No. 20-30604. At the time of the filing, Professional Financial Investors disclosed assets of between $100 million and $500 million and liabilities of the same range. Judge Dennis Montali oversees the cases. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton, LLP, is the Debtors' bankruptcy counsel. The Debtors also tapped Trodella & Lapping LLP, Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser Moskowitz Edelman & Dicker LLP, Nardell Chitsaz & Associates, and the Law Office of Steven Kesten as their special counsel. Michael Hogan of Armanino LLP was appointed as the Debtors' chief restructuring officer. FTI Consulting, Inc. is the financial advisor. On Aug. 19, 2020, the Office of the U.S. Trustee appointed a committee of unsecured creditors. The committee is represented by Pachulski Stang Ziehl & Jones, LLP. PULMATRIX INC: Registers 4.4M Shares Under Amended Incentive Plan ----------------------------------------------------------------- Pulmatrix, Inc. filed a Form S-8 registration statement with the Securities and Exchange Commission to register: * 2,019,199 shares of its common stock underlying options previously granted and outstanding as of Jan. 26, 2021 with underlying shares from the Additional Shares; and * 2,349,418 shares of common stock to be offered to participants under the Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan, consisting of 544,164 shares of Common Stock reserved for issuance pursuant to future awards under the Plan from the Additional Shares and 1,805,254 shares of Common Stock reserved for issuance pursuant to future awards under the Plan from the 2021 Evergreen Shares. At the time the Amended and Restated 2013 Employee, Director and Consultant Equity Incentive Plan was initially amended and restated, it reserved a total of 345,055 shares of common stock, par value $0.0001 per share, of Pulmatrix, Inc. for issuance thereunder. The Original Plan included an "evergreen" provision that provides for an annual increase in the total number of shares of Common Stock reserved for issuance thereunder on the first day of each fiscal year beginning in calendar year 2016. Pursuant to the Original Evergreen Provision, the annual increase in the number of shares of Common Stock was equal to the lowest of: (i) 90,360 shares of Common Stock; (ii) five percent of the number of shares of Common Stock outstanding as of the date of the increase; and (iii) an amount determined by the Company's board of directors. As a result of the Original Evergreen Provision, effective Jan. 1, 2017, 74,252 shares of Common Stock were added to the total number of shares of Common Stock reserved for issuance under the Original Plan, and effective Jan. 1, 2018, 90,360 shares of Common Stock were added to the total number of shares of Common Stock reserved for issuance under the Original Plan. At the 2018 annual meeting of stockholders held on June 5, 2018, the Company's stockholders approved amendments to the Original Plan (i) to increase the number of shares of Common Stock authorized to be issued under the Original Plan by 740,333 to a total of 1,250,000 shares and (ii) to modify the Original Evergreen Provision by removing the cap on the number of shares that may be reserved for issuance, so that on January 1st of each year, commencing on Jan. 1, 2019, the number of shares reserved for issuance under the Original Plan will automatically increase by 5% of the number of outstanding shares of Common Stock on such date. The First Amendment is described in the Company's definitive proxy materials for the 2018 Annual Meeting, which were filed with the Securities and Exchange Commission on April 26, 2018. Pursuant to the Evergreen Provision, on Jan. 1, 2019, 246,637 shares of Common Stock were added to the total number of shares of Common Stock reserved for issuance as awards under the Plan, so that 1,496,637 shares of Common Stock were available for issuance pursuant to awards under the Plan. On March 11, 2019, the Company approved a second amendment to the Plan to remove the cap on the annual share award limit. At the 2019 annual meeting of stockholders held on Sept. 6, 2019, the stockholders approved a third amendment to the Plan to increase the total number of shares of Common Stock authorized for issuance under the Plan by an additional 2,563,363 shares (the "Additional Shares"), to a total of 4,060,000 shares. For the 2020 calendar year, no additional shares were reserved pursuant to the Evergreen Provision. As a result of the Evergreen Provision, on Jan. 1, 2021, 1,805,254 shares of Common Stock were added to the total number of shares of Common Stock reserved for issuance under the Plan. A full-text copy of the Form S-8 is available for free at: https://www.sec.gov/Archives/edgar/data/1574235/000149315221001828/forms-8.htm About Pulmatrix Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage biopharmaceutical company developing innovative inhaled therapies to address serious pulmonary and non-pulmonary disease using its patented iSPERSE technology. The Company's proprietary product pipeline is initially focused on advancing treatments for serious lung diseases, including Pulmazole, an inhaled anti-fungal for patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor in lung cancer. Pulmatrix's product candidates are based on iSPERSE, its proprietary engineered dry powder delivery platform, which seeks to improve therapeutic delivery to the lungs by achieving optimal local drug concentrations and reducing systemic side effects to improve patient outcomes. Pulmatrix reported a net loss of $20.59 million for the year ended Dec. 31, 2019, compared to a net loss of $20.56 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $42.95 million in total assets, $19.45 million in total liabilities, and $23.50 million in total stockholders' equity. PURDUE PHARMA: Talks Demanding More Cash From Sacklers Stall ------------------------------------------------------------ Jef Feeley and Jeremy Hill of Bloomberg News report that talks aimed at getting Purdue Pharma's owners to increase their contribution to the opioid maker's bankruptcy settlement have stalled, with members of the billionaire Sackler family resisting demands from states to boost their offer by more than $2 billion, according to people familiar with the matter. The Sacklers are willing to add more than $1 billion to their cash contribution, bringing their total to more than $4 billion, the people said. But attorneys general for states involved in the court-ordered mediation are seeking more than $5 billion to beef up addiction treatment and police budgets, the people said. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as legal counsel; PJT Partners as investment banker; AlixPartners as financial advisor; and Prime Clerk LLC as claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in Debtors' bankruptcy cases. David M. Klauder, Esq., was appointed as fee examiner. The fee examiner is represented by Bielli & Klauder, LLC. RACKSPACE TECHNOLOGY: S&P Rates New Senior Secured Term Loan 'B+' ----------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level ratings to Rackspace Technology Global Inc.'s proposed $2.2 billion senior secured term loan due in 2028. The '2' recovery rating indicates its expectation for substantial (70%-90%; rounded estimate: 80%) recovery for lenders in the event of payment default. This reflects its expectation that the term loan will benefit from the same ranking, collateral, and subsidiary guarantees. Rackspace plans to use the proceeds from the term loan and $650 million of other senior secured debt to fully repay its outstanding $2.8 billion senior secured term loan due in November 2023. S&P views this as a leverage-neutral transaction that has no effect on its base-case forecasts for the company. S&P said, "Our 'B' issuer credit rating on Rackspace is unchanged. We view the company's recent bookings traction and stated financial policy as conducive to credit metric improvement. Our positive outlook on the issuer credit rating reflects Rackspace's improving leverage, which we believe could approach our 5x upside leverage trigger by year-end 2021 (from about 6x as of Sept. 30, 2020) with margin improvements as transaction costs decline and customers increase their service offerings. Our cash flow trigger for an upgrade (free operating cash flow to debt maintained above 6%) can also be achieved in 2021 as the company's capital intensity declines." "We will review the final terms of the transaction when it has been completed. If the final terms differ significantly from our assumptions, we may revise our issue-level and recovery ratings. We plan to withdraw our existing ratings on Rackspace's $2.8 billion first-lien term loan after the company has repaid it." Issue Ratings--Recovery Analysis Key analytical factors -- S&P's '2' recovery ratings on the company's revolving credit facility (RCF) and proposed senior secured debt reflect its expectation of substantial (70% to 90%; rounded estimate: 80%) recovery, and its '5' recovery rating on the unsecured debt reflects its expectation of modest (10% to 30%; rounded estimate: 20%) recovery. -- S&P simulated default scenario contemplates heightened competitive pressures from information technology (IT) service providers and third-party cloud providers that lead to increased churn and pricing pressure that erodes profitability. This would reduce cash flow to the point that Rackspace cannot cover its fixed charges (interest expense, required amortization, and minimum maintenance capital expenditure) and eventually lead to a default in 2024. -- S&P values the company as a going concern because of its extensive customer relationships and good brand in the multicloud IT services industry. Simulated default assumptions -- Year of default: 2024 -- Emergence EBITDA after recovery adjustments: About $500 million -- EBITDA multiple: 6.0x Simplified waterfall -- Gross enterprise value: About $3.0 billion -- Net enterprise value (after 5% administrative costs): About $2.85 billion -- Valuation split (obligors/nonobligors): 72%/28% -- Collateral value available for senior secured claims: About $2.57 billion -- Senior secured debt claims*: About $3.3 billion --Recovery expectations**: 70%-90% (rounded estimate: 80%) -- Collateral value available for senior unsecured claims: About $280 million -- Senior unsecured debt claims*: About $1.29 billion --Recovery expectations**: 10%-30% (rounded estimate: 20%) *All debt amounts include six months of prepetition interest. RCF is assumed to be 85% drawn at default. **Rounded down to the nearest 5%. RENOVATE AMERICA: Gets Court's Green Light for Chapter 11 Loan -------------------------------------------------------------- Law360 reports that Renovate America gets the approval of the bankruptcy court for its Chapter 11 loan after a lender deal. A lender providing $50 million in postpetition financing to home improvement lender Renovate America Inc. made concessions Wednesday, Jan. 27, 2021, that resolved an objection to the loan package made by the official committee of unsecured creditors. During a virtual hearing, attorneys representing lender and stalking horse bidder Finance of America Mortgage LLC said it would alter the terms of its financing agreement by eliminating liens on avoidance actions as part of the debtor-in-possession loan's collateral package, and would only acquire causes of action against directors and officers it intended to hire in the event its acquisition of the debtor is approved by the court. About Renovate America 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. RIVERBED PARENT: S&P Upgrades ICR to 'CCC+', Outlook Negative ------------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based network performance software solutions provider Riverbed Parent Inc. to 'CCC+' from 'SD' and its issue-level rating on its existing first-lien term loan due April 2022 to 'B-' from 'D', based on a revised recovery rating of '2' (70%-90%: rounded estimate: 80%). At the same time, S&P assigned its '2' (70%-90%: rounded estimate: 80%) recovery rating and 'B-' issue level rating to the $1.07 billion extended tranche of Riverbed's the first-lien loan due December 2025 . S&P also raised its issue-level rating on the company's senior unsecured notes to 'CCC-' from 'D'. Its '6' recovery rating on the notes remains unchanged. Riverbed's debt restructuring extended its debt maturity profile; however, it did not materially improve the company's leverage and it continues to face the maturity of certain debt in less than 15 months. Following the debt restructuring, Riverbed's capital structure comprises about $1.1 billion of first-lien term loans, about $753 million of second-lien term loans, and about $9 million of unsecured notes, which compares with a $1.5 billion first-lien term loan and $393 million of unsecured notes prior to the transaction. Although the company effectively refinanced about $1.45 billion of the principal under its existing first-lien term loan due April 2022 and about $383 million of the principal under its existing unsecured notes due March 2023, not all of its existing lenders agreed to participate in the restructuring. Therefore, Riverbed must still repay or refinance about $77 million of principal under the non-exchanged first-lien term loan tranche by April 2022 and about $9 million of the principal under its existing unsecured notes by March 2023. The transaction also increased the company's overall interest expense, which will lead to higher fixed-charge requirements. Although the smaller balances under Riverbed's first-lien term loans have reduced its mandatory debt amortization, the new interest rate margin on the $1.07 billion extended portion of the facility is much higher than the rate on its existing loan. In addition, the company now also has a larger proportion of more-expensive junior debt. S&P said, "At these new rates, we estimate that Riverbed's annual interest expense will now be about $180 million, which is about $40 million higher than prior to the transaction; however, due to PIK interest of 4.5% in the 2nd lien note, cash interest is approximately $43 million lower. Despite the reduction in its mandatory amortization and this PIK interest component, we expect the company's true fixed-charge requirements to rise." "The transaction does not alter our belief that Riverbed's capital structure is unsustainable. Riverbed had pro forma balance sheet cash of approximately $93 million as of Sept. 30, 2020, which is likely to increase in the fourth quarter due to its cash collection cycle , can currently cover its upcoming debt maturities. However, unless it generates positive free cash flow, it will be left with minimal liquidity to run its business after repaying the debt. Given the reduction in its financial flexibility from its higher fixed charges and looming debt maturities, we believe there is potential for a liquidity shortfall. Although we think the company could obtain additional financing under its credit agreement, we view the prospects for this as limited given its very high debt leverage, especially if its operating performance faces continued pressured from negative secular demand trends." Cost-savings measures have improved Riverbed's EBITDA margins, though it must return to revenue growth to sustain the bulk of these savings. The company's trailing-12-month S&P Global Ratings-adjusted EBITDA margins of 28.3% as of the end of the third quarter of 2020 are stronger than the 16.9% margins it reported during the same period a year earlier. The key reasons for this improvement include the roll-off of about $98 million of restructuring costs incurred in the prior year to shift to a more variable-cost partner-led operating model, about $40 million a year in savings from its shift to this model, about a $30 million decrease in research and development (R&D) investment, and lower discretionary spending. However, S&P views the portion of these savings that management derived from reductions in salary expense, sales and marketing activities, and R&D investment as temporary because continued underspending in these areas will likely undermine Riverbed's ability to remain competitive. Moreover, with steady revenue declines, S&P thinks the company's decreased operating leverage will likely erode some of the structural benefits associated with its shift to a partner-led model. S&P said, "We have reassessed Riverbed's Class A shares and we no longer exclude them from our adjusted debt calculations. Given that affiliates of the company have an interest in the new second-lien term loan, among other factors, we no longer believe its Class A shares satisfy all of the qualitative conditions--including creating an alignment of economic incentives--necessary exclusion from our debt calculation. Therefore, we have reclassified Riverbed's Class A equity shares as having minimal equity content and will include the value of these securities (estimated currently at about $1.5 billion) as debt in our adjusted calculations. Although this materially weakens Riverbed's credit metrics (S&P Global Ratings-adjusted leverage of about 23x for the 12 months ended Sept. 30, 2020, pro forma for the debt restructuring transaction, which compares with about 9.8x leverage excluding the preferred shares), it does not alter our belief that its capital structure is unsustainable. We also foresee little risk to the company's liquidity from these Class A shares because they do not require mandatory cash dividend payments (dividends accrue at 9% of the current value) or contain any financial maintenance covenants or default events that could trigger an acceleration of their repayment." "The negative outlook on Riverbed reflects that we could lower our ratings if its operating performance continues to deteriorate such that we no longer believe it can generate positive free cash flow. In our view, this would increase the risk of a liquidity shortfall, which could render the company unable to repay its $77 million debt maturity by April 2022 and prompt another distressed exchange or payment default." "We could lower our ratings on Riverbed if its operating performance continues to deteriorate such that we see a potential distressed exchange and or payment default as increasingly likely in the next 12 months." "We could revise our outlook on Riverbed to stable if it is able to repay or refinance its debt obligations and demonstrates a sustained improvement in its operating performance." RM BAKERY: Asks Court to Extend Plan Exclusivity Until May 11 ------------------------------------------------------------- RM Bakery, LLC, and its affiliates request the U.S. Bankruptcy Court for the Southern District of New York to extend the exclusive periods during which the Debtors may file a Chapter 11 plan and solicit acceptances for the plan to May 11 and July 9, 2021, respectively. On February 9, 2021, at 3:00 p.m. (Prevailing Eastern Time), a hearing will be held before the United States Bankruptcy Judge Martin Glenn, at the United States Bankruptcy Court, Southern District of New York, One Bowling Green, New York, or soon thereafter as counsel can be heard to consider the motion of the debtors and debtors-in-possession for entry of an order substantially in the form that was submitted with the Motion, extending the periods during which the Debtors have the exclusive right to file and solicit acceptances of a Chapter 11 plan. In addition, in light of the COVID-19 pandemic, and the Court's General Order M-543, dated March 20, 2020, the scheduled Hearing will only be conducted telephonically. A copy of the Debtors' Motion to extend is available from PacerMonitor.com at https://bit.ly/3qDFNAP at no extra charge. About RM Bakery and BKD Group RM Bakery, LLC, owner of a bakery business, and BKD Group, LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 20-11422) on June 15, 2020. At the time of the filing, RM Bakery disclosed assets of between $1 million and $10 million and liabilities of the same range. Meanwhile, BKD Group had estimated assets of less than $50,000 and estimated liabilities of between $1 million and $10 million. Judge Martin Glenn presides over the case. The Debtors have tapped Mayerson & Hartheimer, PLLC as their legal counsel and Epiq Corporate Restructuring, LLC as their claims and noticing agent. ROCHESTER DRUG: Qualified To Be Class Representative, Court Says ---------------------------------------------------------------- In the case captioned IN RE SUBOXONE (BUPRENORPHINE HYDROCHLORIDE AND NALOXONE) ANTITRUST LITIGATION. THIS DOCUMENT RELATES TO:, Wisconsin, et al. v. Indivior Inc. et al. Case No. 16-cv-5073. STATE OF WISCONSIN By Attorney General Brad D. Schimel, et al. Plaintiffs, v. INDIVIOR INC. f/k/a RECKITT BENCKISER PHARMACEUTICALS, INC., et al. Defendants, MDL No. 2445, No. 13-MD-2445, CIV. A. No. 16-5073 (E.D. Pa.), Judge Mitchell S. Goldberg of the United States District Court for the Eastern District of Pennsylvania denied defendant Reckitt Benckiser, Inc.'s motion to disqualify one of the direct purchaser plaintiffs' (DPPs) named class representatives and its counsel. The judge instead granted the DDPs' motion to approve the form and manner of notice to the direct purchaser class. Reckitt manufactures Suboxone, a drug commonly used to combat opioid addiction. Suboxone previously came in tablet form, but in 2010, citing safety concerns, the defendant effectuated a change in the administration of this drug, switching from tablet to sublingual film. Various purchasers/consumers of Suboxone claimed that this switch was anticompetitive and solely designed to maintain Reckitt Benckiser's market exclusivity -- a scheme known as a "product hop." These claims have resulted in multi-district, antitrust litigation before the district court, as well as the certification of a class of DPPs on September 27, 2019. On August 24, 2020, the DPPs sought an order approving the form and manner of notice to the direct purchaser class informing them of the pendency of the class action. Reckitt opposed the DPPs' motion and, along with that opposition, moved to disqualify named plaintiff Rochester Drug Co-Operative as a class representative based, in part, upon Rochester's March 22, 2020 initiation of Chapter 11 bankruptcy proceeding. Reckitt also requested disqualification of Rochester's counsel, Faruqi & Faruqi, LLP, as class counsel because the firm would no longer be retained by any named class reprseentative. Reckitt sought to disqualify Rochester from serving as a class representative on three grounds: (1) Rochester's ongoing bankruptcy and "Amended Plan of Liquidation" calls for it to assign away its antitrust claims. Consequently, Reckitt posited that Rochester is no longer a member of the class it seeks to represent. (2) Reckitt asserted that it is one of Rochester's creditors, and thus as a debtor-in-possession, Rocherster owes fiduciary duties to both the DPP class and its creditors, including Reckitt. (3) Reckitt posited that even before the bankruptcy, Rochester engaged in the criminal distribution of opioid products and currently has a deferred prosecution agreement with the United States Attorney for the Southern District of New York. The DPPs responded that Rochester remains a debtor-in-possession working to maximize the value of its assets. It further noted that out of Rochester's $96 million in current liabilities to over 2,000 creditors, Rochester owes Reckitt only $135,567, making the latter a minor creditor. Finally, it contended that Rochester's deferred prosecution agreement has no bearing on Rochester's adequacy as a class representative or this litigation. Turning first to issues arising out of Rochester's Chapter 11 bankruptcy, Judge Goldberg found no basis on which to disqualify Rochester at this time. Judge Goldberg held that the mere existence of the Chapter 11 bankruptcy proceeding does not render Rochester, as a debtor-in-possession, an inadequate class representative. The judge also found no imminent conflict that can be used to disqualify Rochester as class representative. Judge Goldberg found that at present, Rochester stands as a debtor-in-possession, pursuant to sections 1107 and 1108 of the Bankruptcy Code, meaning that Rochester remains in possession of its assets and continues to operate its business. Judge Goldberg also pointed out that Rochester has filed for Chapter 11 bankruptcy which imposes no duty on the debtor to close the estate as expeditiously as is compatible with the best interest of the parties in interest. The judge explained that this duty of "expeditiousness" could have created a conflict between a trustee's duties as a fiduciary and his/her duties as a class representative "because class-action litigation tends to be protracted yet the Bankruptcy Code requires the trustee to complete his work expeditiously." Rochester has no such duty. The judge also found that Rochester's duty as a debtor-in-possession aligns with its role as a class representative. Rochester's bankruptcy estate expressly includes Rochester's antitrust class action against Reckitt and, thus, Rochester must maximize the value of its claims, which necessarily include those of the class members. In addition, while Judge Goldgberg acknowledged that a conflict exists by virtue of the fact that Reckitt is one of Rochester's creditors, the judge did not find this a "fundamental" conflict of interest because of the small amount owed to the defendant. Rochester had represented, and Reckitt did not dispute, that Reckitt's unsecured claim against Rochester is $135,567, out of a total of $96 million in current liabilities to over 2,000 creditors, i.e. 0.14% of Rochester's total liabilities. Further, Judge Goldberg stated that Rochester will not have full control over the class action because it is only one of four class representatives, and its lawyers are one of three law firms designated as class counsel. Finally, Judge Goldberg considered the experience that Rochester brings to the case. The judge noted that Rochester has a "proven history of serving as an adequate class representative" in pharmaceutical antitrust cases, and has served in several over the past decade. Alternatively, Reckitt argued that Rochester should be disqualified because it engaged in criminal conduct regarding the distribution of Suboxone. However, Judge Goldberg disagreed, finding that even given the pending bankruptcy proceedings, the criminal action against Rochester does not render it an inadequate class representative. The judge held that the conduct raised in Rocherster's deferred prosecution agreement has no bearing on the alligations in the antitrust suit. As to the plaintiff's motion to approve the form and manner of notice to the direct purchaser class, Reckitt contended that the proposed Notice sets out the DPPs' allegations in great detail, but does not state the defendant's defenses beyond a generic denial. Reckitt argued that this is contrary to the requirements of Rule 23(c)(2)(B)(iii). Judge Goldberg explained that the Federal Rule of Civil Procedure 23(c)(2)(B)(iii) requires only that the notice "clearly and concisely state in plain, easily understood language... the class claims, issues, or defenses." "The amount of information on defenses that must be presented is minimal: 'A general statement that the defendants have denied liability will suffice or it may be more detailed and specific, which is especially suitable when affirmative defenses have been presented," said the judge. Accordingly, Judge Goldberg granted the DPP's motion to approve the class notice. A full-text copy of Judge Goldberg's memorandum dated January 20, 2021 is available at https://tinyurl.com/yx9dmokc from Leagle.com. About Rochester Drug Co-Operative Rochester Drug Cooperative, Inc., is an independently owned New York cooperative corporation formed in 1905 and incorporated in 1948 with a principal office and place of business located at 50 Jet View Drive, Rochester, New York 14624. Its principal business is to warehouse, merchandise, and then distribute, on a cooperative basis, drugs, pharmaceutical supplies, medical equipment and other merchandise commonly sold in drug stores, pharmacies, health and beauty stores, and durable medical equipment business. It is a wholesale regional drug cooperative that operates as both a buying cooperative and a traditional drug distribution company created for the purpose of helping independent pharmacies compete in the current healthcare environment. Rochester Drug Cooperative sought Chapter 11 protection (Bankr. W.D.N.Y. Case No. 20-20230) on March 12, 2020. The Debtor was estimated to have $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Hon. Paul R. Warren is the case judge. The Debtor tapped Bond, Schoeneck & King, PLLC, led by Stephen A. Donato, as counsel and Epiq Corporate Restructuring, LLC, as claims and noticing agent. ROCKET SOFTWARE: S&P Upgrades ICR to 'B', Outlook Stable -------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on infrastructure software provider Rocket Software Inc. to 'B' from 'B-' and its issue-level rating on the company's revolving credit facility and first-lien term loan to 'B' from 'B-'. S&P's '3' recovery rating remains unchanged. At the same time, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to the senior unsecured notes. S&P will withdraw its ratings on the company's second-lien term loan after the company repays it. S&P said, "The stable outlook reflects our expectation that Rocket Software's revenue will remain stable throughout the COVID-19 pandemic and its integration of Uniface due to its good recurring revenue base and track record with acquisitions. We also expect the company to sustain EBITDA margins above 50% due to its executed cost-savings plans, which will help improve its leverage to the mid-6x area in 2021." Rocket has been able to stabilize its performance amid the COVID-19 pandemic. The company has endured some headwinds over the past couple of years. For example, in 2019 Rocket's organic revenue declined due to a disruption in its sales organization that led to weakness in its license sales and elevated customer churn. In 2020, the company had to endure the macroeconomic effects stemming from COVID-19, which created a tremendous amount of uncertainty due to potential revenue disruptions and/or cash collection issues. However, Rocket has not experienced any major disruptions in its performance because of COVID-19 due to the mission-critical nature of its infrastructure solutions. Rocket's solutions are used to help companies run their information technology (IT) infrastructure, especially mainframes. S&P said, "While we believe infrastructure solutions is not a high-growth business, we view it is as mission critical for many large enterprise customers such as financial institutions, governments, and insurance companies that will need to continue to use their mainframes due to potential cost benefits, their preference, or regulatory and compliance issues." Rocket has also invested heavily to fix the sales issues it experienced in 2019. The company's investments in its sales organization helped it refocus, retool its incentive plan, and hire new management, which--in turn--made the sales organization more efficient. Given the importance of Rocket's solutions and its rectification of the issues in its sales organization, its financial performance was stable in 2020." "Due to its good recurring revenue and stable license revenue performance, we expect the company to experience flat organic revenue growth in 2020. Rocket's proportion of recurring revenue (maintenance and subscription revenue) has remained close to the 80% range because its customers did not ask for many new contract terms due to the effects of COVID-19. The company's license revenue was also stable given the mission-critical nature of its solutions, which are generally nondiscretionary. We expect that Rocket will experience low organic revenue growth over the next few years due to its good recurring revenue base, the importance of its solutions, and its long-term blue-chip customer base." While its starting leverage will be in the low-7x area following the Uniface acquisition, S&P anticipates Rocket's ability to improve its EBITDA margins will help it decrease its leverage in 2021. Even though the company's EBITDA margins have been relatively high compared with those of other technology software companies, it has continued to focus on optimizing its cost structure. In 2018, when Rocket was purchased by financial-sponsor Bain Capital, management implemented a large cost-savings plan to continue to improve its EBITDA margins. S&P said, "While that depressed its EBITDA margins in 2019 due to certain large one-time restructuring costs, we began to see an improvement in its margins in 2020. When the pandemic struck, the company, like many others, implemented a COVID-19 cost-savings plan that helped further improve its EBITDA margins. Specifically, Rocket was able to improve its S&P-adjusted EBITDA margins to the mid-50% area in one year from the high-40% area in September 2019. The company has also outlined its cost-savings plan for Uniface, which we believe is achievable because it is focused on the elimination of duplicative operating expenses and rent and utility costs. Due to its focus on its margins, we expect Rocket will continue to maintain EBIDA margins of above 50% over the years to come." "We also expect the company to use a portion of the proceeds from the $500 million of senior unsecured notes to fund its acquisition of Uniface and pay down its entire second-lien term loan. While we expect Rocket's leverage to increase to the low-7x area following the debt-funded acquisition, we expect its stable revenue performance and mid-50% EBITDA margins will enable it to improve its leverage to the mid-6x area in 2021." "We expect Rocket to improve its unadjusted free operating cash flow (FOCF) generation in 2020. The company generated weaker-than-usual reported free cash flow in 2019 because of a decline in its organic revenue and certain large, one-time restructuring costs. In 2020, Rocket was able to improve its EBITDA margins through its cost-savings plan and the roll off of one-time restructuring costs. The company has also historically maintained a low level of capital expenditure (capex). We expect that the increase in Rocket's EBITDA margins, along with its stable revenue generation and low capex, will help it improve its free cash flow generation. We also anticipate the company will be able to generate more than $70 million in annual unadjusted FOCF in 2020 and for the foreseeable future." Rocket has a good track record of integrating companies without disruptions to its operations. The company is acquiring Uniface to help bolster its application development business. Uniface provides low-code platforms for the development, deployment, and maintenance of applications. While Rocket derives the majority of its revenue from the U.S., Uniface mainly generates is revenue in Europe, which will help expand the company's international presence. S&P said, "We expect that the company will not suffer any business disruptions from this acquisition. Rocket has executed over 50 acquisitions since its inception. The company acquires many IBM carve outs as well as companies focused on infrastructure solutions. Rocket has shown the ability to expand the EBITDA margins of its acquisitions by eliminating duplicative costs. We expect it will use its expertise to help Uniface improve its EBITDA margins while integrating the business without any disruptions." "The stable outlook on Rocket reflects our expectation that its revenue will remain stable throughout the COVID-19 pandemic and its integration of Uniface due to its good recurring revenue base and integration track record. We also expect the company to sustain EBITDA margins of more than 50% due to its executed cost-savings plans, which will help improve its leverage to the mid-6x area in 2021." "We could lower our rating on Rocket if it experiences customer losses, higher operating costs, acquisition-related business disruptions, or pursues debt-financed acquisitions or shareholder returns such that we expect its leverage to increase above the low-7x area or its FOCF to debt to fall below 4%." "Rockets's niche market position, acquisitive growth strategy, and ownership structure that we believe precludes substantial deleveraging limits the possibility of an upgrade over the near term. However, we could consider upgrading the company over the longer term if it continues to expand its business and commits to maintain leverage of less than 5x and FOCF to debt of more than 10%." ROYAL COACHMAN: Sale of Mobile Home Park to Northwest Approved -------------------------------------------------------------- Judge Frederick P. Corbit of the United States Bankruptcy Court for the Eastern District of Washington ratified the recommendation of the Trustee and approved the sale to Northwest Cooperative Development Center of the mobile home park operated by the debtor, Royal Coachman Mobile Home Park, LLC. The Royal Coachman mobile home park is located in Grant County, Washington. The debtor's Disclosure Statement indicated that the fixed value of the mobile home park based upon the location, number of trailer spaces, rent, park improvements and cost to operate was a gross fixed value of $1,500,000. The Court appointed John Munding as the post-Chapter 11 confirmation trustee with authority to operate the debtor's business and carry out the terms of the confirmed Amended Plan of Reorganization. He was also vested with all decision making powers concerning operation of the debtor's business. On October 10, 2020, the Trustee filed a Motion for Order Authorizing Sale of Mobile Home Park Free and Clear of Liens. The Trustee's proposed sale requested authorization to sell the mobile home park to purchaser Northwest Cooperative Development Center, a Washington nonprofit corporation, for a price of $1,400,000 with earnest money of $10,000. No real estate brokerage commission was to be paid. After notice and a hearing on November 10, 2020, the Court entered an Order Authorizing the Sale and Transfer of Estate Property on November 18, 2020. The Order stated the approval of the sale to Northwest Cooperative Development Center would be effective as of December 15, 2020, but the Court would allow additional marketing of the property and solicitation of offers until December 14, 2020. On December 3, 2020, Ms. Shannon Burns filed a motion to reconsider the Order Authorizing the Sale. In part, Ms. Burns objected to the Order allowing the Chapter 11 Trustee to sell the mobile home park because the Plan did not explicitly provide the Trustee with the authority to sell the property. On December 15, 2020, Nancy Isserlis, counsel for Fernan Amado and the related class plaintiffs and park creditors/tenants, orally moved to amend the Plan to add explicit language authorizing the Chapter 11 Trustee to sell the mobile home park. On December 31, 2020, 16 days after the Court's deadline to submit purchase offers to the Chapter 11 Trustee, Ms. Burns filed a Motion to Sell Property Free and Clear of Liens to Hurst & Sons, LLC, along with a motion to shorten time. The terms of the Burns Sale Proposal included a purchaser, Hurst & Sons, LLC, that owns and operates multiple mobile home parks in Washington, a purchase price of $2,000,000, down payment of $200,000, earnest money of $50,000, broker fee of four percent, seller financing over ten years, interest only payments based upon a 30-year amortization at 4% per annum, and no warranties. The Chapter 11 Trustee objected to the Burns Sale Proposal because, among other reasons, the proposed offer was not "higher and better" than the pending cash offer from Northwest Cooperative Development Center. The Trustee specified that among other reasons to object, multiple unpaid claims against the estate still existed; the sale would trigger a significant capital gains tax liability; the estate still owed several years of income tax (each year's liability estimated between $53,000 and $60,000); the interest rate proposed was far below private financing market rate of 6 to 12%, with an additional loan fee of 2 to 4%; interest only payments are not routine or provided in the normal course of private financing, and the standard loan fees for private financing are between 2 and 4 points. The Chapter 11 Trustee concluded that the Burns Sale Proposal was not a prudent business decision, was not financially feasible, created unnecessary risk to the estate, and could not be consummated. Counsel for Ms. Burns filed a supplemental declaration that indicated the terms of the Burns Sale Proposal were modified to: increase the purchase price to $2,100,000; increase the down payment to $325,000; shorten the term of the Seller's financing to two years; decrease the interest rate to 3.65%; and provided for monthly payments during the two-year period amortized over 30 years, in the amount of approximately $8,006. Alternatively, the proposed purchaser was willing to pay $2,000,000 subject to obtaining financing. On January 4, 2021, Fernan Amado and the related class plaintiffs who are creditors and parties to the 2016 consent decree with Ms. Burns, objected to the Burns Sale Proposal, stating "the proposed sale and financing terms are illusory and not in the best interests of the creditors of the estate." Also on January 4, 2021, the Chapter 11 Trustee objected to Ms. Burns' Motion to Reconsider on the basis that the argument was untimely and without factual basis. Judge Corbit found no cogent reason to disagree or interfere with the Trustee's judgment regarding the sale of the mobile home park. "The Trustee concluded that the Northwest Cooperative Development Center's purchase proposal was the most advantageous to the estate, basing his decision on a totality of relevant considerations, including the dollar amount offered. The Trustee carefully weighed the competing bids rather than mechanistically recommending the facially higher bid. Not only has the Trustee used reasonable business judgment in selecting the Center purchase offer, he convincingly articulated the reasons for recommending this proposed sale," stated the judge. The case is In re: ROYAL COACHMAN MOBILE HOME PARK, LLC. Debtor, Case No. 16-03109-FPC11 (Bankr. E.D. Wash.). A full-text copy of Judge Corbit's findings of fact, conclusions of law and order, dated January 20, 2021, is available at https://tinyurl.com/y5fvn2ow from Leagle.com. About Royal Coachman Royal Coachman Mobile Home Park, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Wash. Case No. 16-03109) on Oct. 3, 2016. The petition was signed by Shannon Hunter Burns, authorized representative. The Debtor is represented by Dan O'Rourke, Esq., at Southwell O'Rourke, P.S. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of less than $500,000. RSG INDUSTRIES: Unsecured Creditors to Recover 2% in Plan --------------------------------------------------------- Judge Scott M. Grossman will convene a hearing on Feb. 24, 2021, at 2:00 p.m. to consider the adequacy of the information in the Disclosure Statement explaining the Chapter 11 Plan of RSG Industries Corp. d/b/a MB Automotive Corp. Objections are due Feb. 17. The Debtor filed a Chapter 11 Plan of Reorganization and a Disclosure Statement on Jan. 22, 2021. Class 1 the secured claim of TD Bank will be treated in accordance with the agreement reached by the parties. The Debtor and TD Bank have agreed that TD Bank's secured claim will be equal to all the assets that the Debtor held at the time of filing, totaling $31,021, as reduced by Adequate Protection Payments. As of February 2021, Debtor will have made five payments totaling $5,540 reducing the principal of the claim to $25,480. The repayment of that sum will be at 6% for 60 months, or $715.70 per month (Class 1). Class 1 is impaired. The balance of TD Bank's claim of $94,506 is unsecured and is included in Class 3. Class 2 Priority Claim (POC-1) of the IRS for $3.37 will be paid on the Plan Effective Date. Class 3 Unsecured claims totaling $256,372 will be paid 2 percent of the claims on a quarterly basis over 60 months. The total payment will equal $5,060 or $253 per quarter. A claim of interest in the class is an SBA loan for $93,000 entered into by the Debtor in April 2020. This claim is wholly unsecured, and as part of Class 3 and is receiving in payment 2% of its claim or $5,060 over 20 quarters. A copy of the Disclosure Statement filed Jan. 22, 2029, is available at https://bit.ly/3cjeDeA The Debtor's Counsel: Chad T. Van Horn, Esq. Florida Bar No. 64500 VAN HORN LAW GROUP, P.A. 330 N Andrews Ave., Suite 450 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 E-mail: Chad@cvhlawgroup.com About RSG Industries Corp. RSG Industries Corp. is in the business of repairing and selling used automobiles. It said that a move to a smaller location, at 1500 West Copans Road, Pompano Beach Florida, resulted to lower sales. RSG Industries Corp. sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-19238) on Aug. 26, 2020, listing under $1 million in both assets and liabilities. Judge Scott M. Grossman oversees the case. Chad Van Horn, Esq., at Van Horn Law Group, P.A., is the Debtor's legal counsel. SABLE PERMIAN: Wants Plan Exclusivity Extended Until April 22 ------------------------------------------------------------- Sable Permian Resources, LLC and its affiliates request the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division to extend the exclusive period during which the Debtor may file a chapter 11 Plan through and including April 22, 2021, and to solicit acceptances through and including June 21, 2021. This is the Debtors' second request for an extension. On January 20, 2021, the Debtors reached an agreement with: (a) EMG AE Permian Holdings, LLC, EMG Fund IV Sable Holdings, LLC, EMG Fund III AEPB Notes, LLC, and EMG PRES Equity Holdings, LLC; (b) OnyxPoint Permian Equity Aggregator LLC and OnyxPoint Permian Preferred Holdings LLC; and (c) Sable Management, LLC that will lead to a consensual confirmation of the Plan with respect to the Sponsors. The Debtors' cases are large and complex, with over $1.3 billion in funded debt obligations as of the Petition Date and with many parties in interest, including the Committee, the Ad Hoc Noteholder Group, JPMorgan, and the Sponsors. The Debtors have made good progress toward restructuring. The Debtors have reached global settlements with the Committee, JPMorgan, the Debtors' senior management, and the Sponsors. And on December 17, 2020, the Court entered the Solicitation Order, which, among other things: (a) conditionally approved the Disclosure Statement as having adequate information, as required under section 1125(a) of the Bankruptcy Code; (b) approved the Debtors' procedures for soliciting, receiving, and tabulating votes with regard to the acceptance or rejection of the Plan; (c) approved the forms of notice, ballots, and other related documents; and (d) scheduled a combined hearing for January 29, 2021, for the Court to consider: (i) final approval of the Disclosure Statement as containing adequate information and (ii) confirmation of the Plan. The Debtors have since solicited votes on the Plan and are currently preparing for the Combined Hearing. Additionally, the Debtors have been negotiating in good faith with their key constituents (as shown by the Committee Settlement and the Sponsor Settlement) and will continue to negotiate in good faith with other parties in interest in the hope of further building consensus before the Combined Hearing on January 29, 2021. Finally, the Debtors are generally paying their debts as they become due, and there is no evidence that the Debtors are seeking an extension as a means to pressure creditors. The Debtors should be afforded an opportunity to (a) implement the Committee Settlement and the Sponsor Settlement and (b) continue their good-faith negotiations with other parties in interest, all of which is aimed at obtaining an efficient and consensual resolution of the Debtors' chapter 11 cases through confirmation and consummation of the Debtors' Plan. Terminating the Exclusive Periods could have the opposite result, inviting disruptive and costly litigation. A copy of the Debtors' Motion to extend is available from primeclerk.com at https://bit.ly/2LIjkE3 at no extra charge. About Sable Permian Resources Sable Permian Resources, LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-33193) on June 25, 2020. At the time of the filing, Sable Permian Resources disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge Marvin Isgur oversees the cases. The Debtors have tapped Latham & Watkins, LLP and Hunton Andrews Kurth LLP as legal counsel, Alvarez & Marsal North America LLC as financial advisor, Evercore Group LLC as an investment banker, and M-III Advisory Partners, LP as financial advisor. Mohsin Y. Meghji of M-III Advisory Partners is Debtors' chief restructuring officer. Hilco Valuation Services, LLC, Hilco Real Estate Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC are tapped as liquidation analysis and valuation experts and sage-popovich, inc., as valuation expert. The Office of the U.S. Trustee appointed a committee of unsecured creditors on July 17, 2020. The committee has tapped Paul Hastings LLP and Mani Little & Wortmann, PLLC as its legal counsel, Conway MacKenzie LLC as a financial advisor, and Miller Buckfire & Co. LLC and Stifel, Nicolaus & Co. Inc. as an investment banker. SMITHFIELD FOODS: S&P Raises SACP to 'bb+'; Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed its 'BBB-' issuer credit and 'A-3' short-term issuer credit ratings on U.S.-based Smithfield Foods Inc. S&P also affirmed its 'BBB-' issue-level ratings on the company's senior unsecured notes. S&P is raising its stand-alone credit profile (SACP) assessment to 'bb+' from 'bb'. The stable outlook reflects S&P's expectation that the company will sustain leverage below 2.5x and discretionary cash flow to debt higher than 10%. S&P said, "We expect EBITDA margins to improve in 2021 as one-time COVID-19 costs dissipate. After a record first quarter in 2020, the company's profitability declined sequentially because of higher costs related to lower capacity utilization as plants temporarily shut down and higher safety and labor costs related to COVID-19. As a result, we expect EBITDA to decrease by almost 35% in 2020. The company incurred more than $800 million of COVID-19-related costs—about half of which were one time in nature. These costs are not likely to repeat at the same level next year and we expect EBITDA to steadily rebound after the company laps its strong first quarter of fiscal 2020. We also expect its higher margin packaged meats segment will rebound in the second half as food service demand starts to normalize and international segment profits remain in line with 2020." This will likely be partly offset by lower year-over-year fresh meat segment profits as pork input costs are likely to increase compared with 2020. This will result in a high-double-digit percentage rebound in EBITDA in 2021." Liquidity remains strong and leverage should stay below 2.5x in 2021 given the relatively conservative financial policies exhibited by owner WH Group and Smithfield, including targeting Smithfield's debt to EBITDA in the 2.0x-2.5x range while balancing dividends and business reinvestment. Over the last two years, Smithfield's owner has shown a disciplined approach to allocating capital. It decreased dividend payments as the company's capital expenditures (capex) increased to around $700 million in 2018 and $500 million in 2019 to build out its chicken plant in Europe (increasing its footprint and protein diversification in Europe), improved operational efficiencies in fresh pork operations, and expanded capacity in higher margin packaged meat categories. In 2020, the company had a significant working capital benefit as inventory days were shorter. This should lead to a significant cash flow benefit for the year. The company also will likely decrease capex to around $385 million for 2020 to preserve liquidity given the uncertain operating landscape during the pandemic. S&P said, "Dividends should also be muted as we expect $100 million in dividends in 2020 as the company was able to delay a portion of its 2020 dividends until 2021. The significant working capital benefit, lower-than-expected capex, and lower dividend should result in discretionary cash flow (DCF) of more than $300 million in 2020, leading to significant debt reduction. Over the last year the company repaid approximately $300 million of debt, which should keep leverage below 3x in 2020 despite lower EBITDA. As operating performance rebounds in 2021, we expect Smithfield will increase its dividend closer to $250 million and still restore leverage closer to 2.0x and discretionary cash flow to debt to more than 10%." The stable outlook on Smithfield, Va.-based Smithfield Foods Inc. reflects S&P Global Ratings' expectation that the company's EBITDA will rebound as high COVID-19-related labor costs dissipate. S&P's stable outlook also reflects its opinion that its parent WH group remains committed to restoring leverage to pre-pandemic levels by prioritizing debt reduction over a higher dividend payout. S&P said, "Based on our expectations, that EBITDA margins will rebound to 8%-9% as the international segment remains strong and packaged meats and fresh pork rebound starting in the second half as pandemic-related costs decline. We believe Smithfield will sustain debt to EBITDA in the low-2x area and DCF to debt above 10% as one-time COVID related costs fall off." "Our stable outlook also incorporates our expectation that Smithfield's parent, WH Group, will continue to maintain leverage well below 2x supporting its 'BBB' rating and not look to leverage the company's balance sheet with large future debt-financed dividends." "We could lower the rating if WH Group's financial policies become more aggressive and its leverage increases. This would lead to a lower rating on the parent, possibly because of renewed interest in debt-funded acquisitions, resulting in a debt to EBITDA sustained above 2.0x." "We could also lower our ratings on Smithfield if it becomes significantly more leveraged, including sustaining debt to EBITDA above 4x, which could lead to an unfavorable reassessment of the group credit profile. This could occur if the company faces an industry-related supply and demand imbalance during which it sustains operating losses of more than $200 million in its hog production segments while facing low-single-digit EBIT margins in its packaged and fresh pork operations. Although less likely given its parent's fairly conservative financial policies, we could also downgrade Smithfield if it materially raises its debt to pay dividends of more than $500 million annually to its parent." "We could upgrade Smithfield if we raised our issuer credit rating on WH Group or if we raised our stand-alone credit profile on Smithfield." "We could upgrade WH Group if it significantly enhanced its product diversity and market position while maintaining its financial strength and commitment to low debt leverage. We could also raise the rating if we believe Smithfield is fully integrated with WH Group and managed as a division rather than a separate entity, including closer alignment of Smithfield's reputation risks and risk management with WH Group and a demonstrated commitment of support by WH Group during periods of credit stress. "We could also raise the ratings on Smithfield if the company continues to diversify its protein offerings and prepared food offerings such that it reduces its profit volatility." SPHERATURE INVESTMENTS: Sets Bidding Procedures for All Assets -------------------------------------------------------------- Spherature Investments, LLC, and affiliates, ask the U.S. Bankruptcy Court for the Eastern District of Texas to authorize the bidding procedures in connection with the sale of substantially all assets to WV Holdings Co., LLC for $69.5 million, subject to overbid. Objections, if any, must be filed within 21 days from the date of service. After considering available options within the context of the current status of their operations, the Debtors determined in their business judgment to conduct a competitive bid-and-sale process for the orderly sale of substantially all of their going-concern assets. After extensive and arms'-length negotiations, the Debtors negotiated a LOI to sell the Assets to WHC pursuant to preliminary terms and conditions identified in the LOI and more fully identified in the Stalking Horse APA. The terms and conditions identified in the LOI and the to-be-finalized buy-sell agreement between WHC and the Debtors are subject to higher and better bids at an auction. However, to induce WHC to serve as the "stalking-horse" bidder in the Court-approved sale process, the Debtors have agreed to certain bid procedures and protections, including a "break-up" fee. Under the Motion, the Debtors ask Court approval of the sale procedures, sale, and bid protections as set forth therein. Subject to the Court's approval, the Debtors hired Larx Advisors Inc. to serve as their financial advisor and Mr. Erik Toth to serve as their Chief Restructuring Offer. Larx's CEO, and Managing Partner, Toth, will manage the day-to-day operations of the proposed sale process and report to the Debtors and other Larx personnel on the same. Any party interested in the proposed Sale process should contact Larx, c/o Erik Toth, at the following email address and phone number: 972.294.5884, erik@larxadvisors.com, and Larx Advisors Inc., c/o Erik Toth, 600 Network Boulevard, Suite 600, Frisco, Texas 75304. Larx and Toth have begun a marketing process of the Assets. They have each spent substantial time communicating with parties interested in the Assets, including WHC. All parties interested in buying the Assets should contact Larx and Toth at the listed contact information. Generally, by the Motion, the Debtors ask approval of (a) the competitive bid process and procedures outlined in the proposed bid procedures order; (b) WHC as the Stalking-Horse Bidder and its entitlement to a break-up fee assuming entry of the Bid Procedures Order, approval of the Bid Procedures, execution of a buy-sell agreement by the Debtors and WHC and performance by WHC in connection with the buy-sell agreement; and (c) the sale of the Assets to the highest or best offer(s). First, by the Motion, the Debtors ask entry of the Bid Procedures Order: (a) approving the bidding procedures proposed to facilitate the orderly sale of the Assets, inclusive of the overbid and break-up fee protections set forth therein for the Stalking Horse Bidder to facilitate the orderly sale of the Assets; (b) approving the form and manner of notice of the hearing to approve the Sale; (c) approving the form of the Cure Notice; (d) subject to modification as necessary, fixing certain dates and deadlines, subject to modification as necessary, relating to the Bid Procedures, the auction (if one is necessary), the Sale Hearing and the filing of certain objections related thereto: (i) Good-Faith Deposit Deadline for the Stalking-Horse Bidder: 3:00 p.m. (CT) on Feb. 9, 2021, as the deadline by which the Stalking-Horse Bidder will pay its good-faith deposit; (ii) APA Filing Deadline for the Stalking-Horse Bidder: Feb. 9, 2021; (iii) Assumption and Assignment Notice Deadline: 4:00 p.m. (CT) on March 9, 2021; (iv) Objections to Cure Amounts Deadline: 4:00 p.m. prevailing (CT) on March 23, 2021; (v) Bid Deadline: 4:00 p.m. prevailing (CT) on March 26, 2021; (vi) Auction: 10:00 a.m. (CT) on March 29, 2021, as the date on which an auction for the Assets, if one is necessary, will commence at the offices of Foley & Lardner LLP, 2021 McKinney Avenue, Suite 1600, Dallas, TX 75201 by virtual appearance with credentials to be delivered and published with the notice of bid procedures; (vii) Sale Objection Deadline: 4:00 p.m. (CT) on March 30, 2021; (viii) Sale Hearing: March 31, 2021, or such other date selected by the Court, at a time convenient for the Court, as the date on which the Sale Hearing will be held in the Court, Sherman Division, 660 North Central Expressway, Suite 300B Plano, Texas, 75074; and (e) granting related relief. Second, by the Motion, the Debtors ask entry of the Sale Order, approving (a) the sale of substantially all of the Assets free and clear of all liens, claims, encumbrances, and interests, together or in one or more asset package, and (b) the assumption and assignment of certain executory contracts related to and utilized in connection with the Assets to either (x) the Stalking Horse Bidder or (y) the Qualified Bidder who submits the highest or best bid in accordance with the Bid Procedures under the terms of the final Asset Purchase Agreement as the highest and best bid for the Assets. Generally, the Bid Procedures provide: a. If approved as the stalking-horse bidder, WHC will pay the $150,000 good-faith deposit into an interest-bearing escrow account. b. Larx will provide written notice to all parties with whom it has executed non-disclosure agreements concerning the marketing of the Assets of the Stalking Horse APA executed between the Debtors and WHC within 24 hours after filing of the executed the Stalking Horse APA and will provide to the Debtors a certificate of such notice. c. If the Bid Procedures Order is entered and no other Qualified Bid is received prior to the Bid Deadline, then the WHC Proposal, as formalized through the Stalking Horse APA, will constitute the Successful Bid. d. If other Qualified Bid(s) are received by the Bid Deadline, then the Debtors will conduct the Auction and select the highest or otherwise best Qualified Bid or Qualified Bids as the Successful Bid(s). In consideration for acting as the Stalking Horse Bidder and in consideration of the extensive time and diligence costs incurred and to be incurred by WHC Proposal, the Debtors asks that the Court approves the Bid Protections, including (a) the proposed break-up fee of $500,000, which is 5% of the cash component of WHC's bid, (b) an expense reimbursement equal to the fees and expenses reasonably incurred by WHC and approved by the Court but not to exceed $500,000, (c) a minimum initial bid of $250,000, and (d) successive overbid increments of $500,000. The sale will be free and clear of liens, claims, interests, and encumbrances. The Debtors ask that the Court eliminates the 14-day stays imposed by Bankruptcy Rules 6004 and 6006. A copy of the APA and the Bidding Procedures is available at https://tinyurl.com/yyjon34q from PacerMonitor.com free of charge. Counsel for the Stalking Horse Bidder: Kyle J. Ortiz, Esq. TOGUT, SEGAL & SEGAL LLP One Penn Plaza, Suite 3335 New York, NY 10119 Telephone: (212) 201-6582 E-mail: kortiz@teamtogut.com About WorldVentures WorldVentures Marketing, LLC, sells travel and lifestyle community memberships providing a diverse set of products and experiences. The company's goal is to help Independent Representatives, DreamTrips Members and employees achieve more fun, freedom and fulfillment in their lives. Through its direct sales model, WorldVentures helps its worldwide base of Independent Representatives earn part-time or full-time income. On the Web: http://worldventures.com/ Spherature Investments LLC and its affiliates, including WorldVentures Marketing, LLC, sought Chapter 11 protection (Bankr. E.D. Tex. Lead Case No. 20-42492) on Dec. 21, 2020. Spherature Investments estimated $50 million to $100 million in assets and liabilities. 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. STAPLES INC: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg. --------------------------------------------------------------- S&P Global Ratings affirmed the 'B' issuer credit rating on U.S.-based business-to-business office supplies distributor Staples Inc. and updated the factors in its negative outlook that could lead to a downgrade. S&P does not expect Staples' profitability and credit metrics to meaningfully improve until workplaces broadly reopen, which the rating agency assumes will occur in late 2021. While the company's revenue has improved through the pandemic, with peak year-over-year declines of nearly 30% in April and May recovering to just mid-single digit percent declines in late 2020, its operating margins have remained weakened. Staples' gross margin contracted by 320 basis points (bps) relative to the prior year as of the most recent quarter ended Oct. 31, 2020 due to a lower-margin product mix shift (namely toward janitorial and sanitation products ["Jan/San"] and its Staples.com channel) and the burden of higher logistics costs associated with increased deliveries to residential addresses. Despite management's efforts to reduce costs (including furloughs, layoffs, and pay cuts), the company's gross margin will likely continue to face headwinds until workplaces widely reopen which should return its product mix back toward its core higher-margin office supplies (including paper, ink, and toner), and improve logistics efficiency toward larger average orders. S&P said, "We believe that offices will not broadly reopen until the second half of 2021 when substantial proportions of the population have been vaccinated against the coronavirus. Therefore, we expect Staples' leverage to remain very high at more than 7x over the next 12 months and believe there is very limited flexibility for an underperformance relative to our base-case forecast given the significant ongoing business pressures. Still, we believe that the company has a viable path to improve its credit metrics, including its leverage and free cash flow, once workplaces reopen." "The affirmation reflects our view that Staples has adequate liquidity to navigate the return to work over the next 12 months. With about $869 million in total cash and available asset-based lending (ABL) borrowings as of the most recent quarter ended Oct. 31, 2020, we view the company's liquidity position as adequate for it to navigate the remaining period of office closures. We expect modest reported free cash flow deficits are possible, largely due to its seasonal working capital needs and high interest payments due in the first and third quarters, though we anticipate Staples' cash generation will likely improve in 2021 as its sales volumes stabilize and it continues to defer discretionary capital spending. We expect the company's working capital to be a use of cash as it stockpiles inventory in anticipation of the return to work. We also note that Staples has deferred about $30 million of payroll taxes as allowed under the Coronavirus, Aid, Relief and Economic Security (CARES) Act during 2020." Staples borrowed about $605 million under its $1.2 billion ABL facility (unrated) in early 2020 to increase its cash balance at the onset of the pandemic. Through October, the company has repaid around $224 million of these borrowings, and S&P expects it will continue to allocate excess cash flow towards repayment. Given that its ABL facility matures in September 2022, absent an extension or refinancing, S&P thinks there is limited room at the current rating level for Staples to weather material free cash flow deficits, undertake a large acquisition, or absorb other events that would weaken its liquidity. S&P said, "We believe that the pandemic could accelerate the existing secular headwinds facing Staples' core ink, toner, paper, and office products. The company expects to see a modest bump in demand ahead of the widespread reopening of workplaces as businesses replenish the supplies consumed by employees shifting to remote work. However, we believe that there could be a structural shift in the post-pandemic demand for office supplies. Specifically, we believe the preexisting secular headwinds facing Staples' core paper and printing products will likely be exacerbated by the accelerated shift toward virtual work and anticipate that its overall demand could weaken due to lower office capacity as workplaces initially return with limited density and allow some of their workforce to remain permanently remote." "However, we also acknowledge that Staples remains a leading North American distributor for office supplies and related "Pro" categories (which it defines as associated furniture, break-room, facilities, Jan/San, technology products and services), a market which it has estimated at around $200 billion. We further note industry-wide headwinds could provide it with an opportunity to take share from some of the smaller players in this highly fragmented market. We believe that Amazon's Business segment, e-commerce, and big box retailers remain an increasingly large competitive threat, though Staples' direct salesforce, which enables it to manage its customer relationships and provide custom pricing, sales, and delivery plans, affords some competitive differentiation. This is evidenced by the company's high retention rates, which remain above 90%." "The negative outlook on Staples reflects the delay of the improvement in its credit metrics given our expectation that workplaces will likely not broadly reopen until the second half of 2021. Our outlook also incorporates the risk that the company may be unable to reduce its adjusted debt leverage and improve its cash flows due to the uncertain post-pandemic demand for office products which could face reduced demand as secular headwinds accelerate or office capacity is permanently lowered." S&P could lower its rating on Staples over the next year if: -- S&P no longer believe it has a path to improve its debt leverage below 7x and its free operating cash flow (FOCF) to debt to the mid-single digit percent area as offices reopen; -- Revenue declines increase relative to pre-COVID (2019) levels; -- The expected reopening of offices is delayed beyond the second half of 2021; -- Gross margins do not recover to the 22%-23% area; -- Multiple quarters of FOCF deficits weaken S&P's view of its liquidity; -- Debt-financed acquisitions increase its leverage or business execution risk; or -- The company has difficulty refinancing its ABL (due September 2022) well in advance of its maturity. S&P said, "While unlikely over the next 12 months, we could revise our outlook on Staples to stable if a faster-than-expected recovery in its margin or debt reduction causes us to expect its leverage to improve to 7x or below in the next 12-18 months. Under this scenario, we would expect the company to maintain its adequate liquidity position and report an improving or stable operating performance." STEWART STREET: Wins Cash Collateral Access Thru June 30 -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Georgia, Newnan Division, has authorized Stewart Street Academy and Childcare LLC to use cash collateral on a final basis through June 30, 2021 and to schedule a status conference. The Debtor requires the immediate and continued use of Cash Collateral to operate its business, pursue a chapter 11 plan, and maximize the recovery for creditors. Cornerstone Bank made one or more pre-petition loans to the Debtor. Cornerstone Bank asserts that, as of the Petition Date, an outstanding balance was owed by the Debtor under such loans in excess of $850,000. As security for the Cornerstone Bank Pre-Petition Debt, Cornerstone Bank and Debtor agree that Cornerstone Bank has a valid perfected first-priority security interest in the Debtor's Property located in Carroll County, Georgia and Debtor's personal property and general intangibles used in the operation of the business. The amount of Cash Collateral which the Debtor may use during the Usage Period will not exceed in aggregate 110% of each line item set forth in the budget, provided, however, that in addition to items in the Budget, the Debtor will be permitted to pay the actual expenses incurred for United States Trustee quarterly fees. As adequate protection for its interest in the Cash Collateral, Cornerstone Bank is granted a valid, attached, choate, enforceable, perfected and continuing security interest in and lien upon all post-petition assets of the Debtor of the same type and to the same extent and validity as secured the Debtor's indebtedness to Cornerstone Bank prior to the Petition Date. As additional adequate protection for the use of Cash Collateral, the Debtor will make timely monthly payments to Cornerstone Bank in the amount of $5,350, due and payable on the first business day of each month, beginning with February 2021. The liens on the Cornerstone Bank Pre-Petition Collateral and the Replacement Liens will be subject and subordinate to any unpaid fees of the Office of the United States Trustee pursuant to 28 U.S.C. section 1930. The Debtor will also insure the Cornerstone Bank Pre-Petition Collateral and the Post-Petition Collateral against all risks to which it is exposed. Under the Final Order, each of the following will constitute an "Event of Default": (a) The occurrence of any material breach, default or non-compliance with the terms of the Order; (b) Failure of the Debtor to file a Chapter 11 Plan acceptable to Cornerstone Bank by June 30, 2021 or as otherwise required under the Bankruptcy Code; (c) Failure of the Debtor to obtain confirmation of a Chapter 11 Plan acceptable to Cornerstone Bank by October 1, 2021 or as otherwise required under the Bankruptcy Code; (d) Conversion of this Chapter 11 case to Chapter 7; and (e) Appointment of a trustee in the Chapter 11 case that is not acceptable to Cornerstone Bank. Upon the occurrence of an Event of Default, Cornerstone Bank may elect to terminate the Debtor's right to use its Cash Collateral by giving written notice of termination to counsel for the Debtor and filing a copy of the notice with the Court. Unless otherwise directed by order of the Court, Debtor's right to use Cash Collateral will terminate on the seventh day following receipt of the written notice, subject to the payment of any Carve-Out pursuant to the Order. Unless otherwise authorized by Court order following notice to Cornerstone Bank and other parties as may be required by the Bankruptcy Code or the Court, the Debtor will not obtain any post-petition financing or sell or lease any of its assets, except in the ordinary course of business. In no event will the Debtor be authorized to obtain postpetition financing which is secured by a lien or security interest in the Cornerstone Bank Pre-Petition Collateral or Cornerstone Bank Post-Petition Collateral which is senior to that held by Cornerstone Bank. The Court will conduct a status conference for this case on March 10 at 10:15 a.m. Given the current public health crisis, hearings may be telephonic only. A copy of the Final Order is available for free at https://bit.ly/3iWZhh9 from PacerMonitor.com. About Stewart Street Academy and Child Care Stewart Street Academy and Child Care, LLC is a Georgia limited liability company that owns non-residential real property located at 204 Stewart Street, Carrollton, Georgia 30117. The entire Property is leased to Stewart Street Childcare Services, Inc., which operates a child care center on the Property. The center is owned and operated by the sister of the Debtor's owner, Randall Kimball. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-11216) on September 1, 2020. In the petition signed by Randall Kimball, managing member, the Debtor disclosed up to $10 million in assets and liabilities of the same range. The Debtor is represented by the Law Office of Scott B. Riddle, LLC. The United States Trustee for Region 21 reported that no committee of creditors holding unsecured claims has been appointed in this case. Cornerstone Bank, as lender, is represented by: C. Joseph Hoffman, Esq. Kitchens Kelley Gaynes, PC Glenridge Highlands One, Suite 800 5555 Glenridge Connector Atlanta, GA 30342 SUITABLE TECHNOLOGIES: Seeks April 21 Plan Exclusivity Extension ---------------------------------------------------------------- Debtor Suitable Technologies, Inc. requests the U.S. Bankruptcy Court for the District of Delaware to extend the exclusive periods by 90 days during which the Debtor may file a Chapter 11 plan through and including April 21, 2021, and solicit acceptances for the plan through and including June 21, 2021. Since the filing of the Prior Exclusivity Motions, the Debtor has continued to diligently prosecute this Chapter 11 Case by, among other things: i. working with the DIP Lender in an effort to negotiate and draft a consensual chapter 11 plan of liquidation (and the various related documents, including the disclosure statement); ii. reconciling proofs of claim filed in this Chapter 11 Case and, where appropriate, objecting to the same; iii. continuing to evaluate certain of the Debtor's executory contracts and unexpired leases and, where appropriate, rejecting the same and engaging in discussions and negotiations with various counterparties regarding objections to the Debtor's rejection motions; and iv. handling various other tasks related to the administration of the Debtor's bankruptcy estate and the Chapter 11 Case, including responding to various inquiries from creditors and interested parties. Throughout the Chapter 11 Case, the Debtor's Chief Restructuring Officer and professionals were focused on conducting a robust marketing and sale process for the Debtor's assets. The Debtor devoted significant time and attention to this Sale Process, which began prior to the Petition Date and continued in accordance with the Bidding Procedures Order on a post-petition basis. These efforts resulted in the Debtor's obtaining approval for and closing the Sales. Since the Sales have closed, the Debtor has primarily focused on transitioning purchased assets to Blue Ocean and winding down its estate in a manner that maximizes creditor recoveries. The Debtor continues to timely pay its undisputed post-petition obligations. In light of these circumstances, the Debtor submits that the requested extensions are both appropriate and necessary to afford the Debtor sufficient time to adequately negotiate and prepare a viable chapter 11 plan and related disclosure statement. The termination of the Exclusive Periods would adversely impact the Debtor's business affairs and its progress in administering this Chapter 11 Case. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/39VbHBU at no extra charge. About Suitable Technologies Headquartered in Palo Alto, California, Suitable Technologies, Inc. -- https://www.suitabletech.com/ -- develops, manufactures, and sells telepresence system and technology platforms in both domestic and international markets. It also maintains an intellectual property portfolio, which includes a number of different patents associated with, among other things, wireless connectivity, as well as trademarks in the United States and other foreign jurisdictions. Its primary product is called "Beam", a telepresence device designed to promote remote collaboration, provide individuals with the ability to communicate remotely with others on both a visual and audio basis, and move freely through a workplace using the Company's manufactured devices and companion software. Suitable Technologies, Inc., sought Chapter 11 protection (Bankr. D. Del. Case No. 20-10432) on February 26, 2020. The Debtor was estimated to have $10 million to $50 million in assets and $50 million to $100 million in liabilities. The Honorable Mary F. Walrath is the case judge. The Debtor tapped Young Conaway Stargatt & Taylor, LLP as counsel; and Stout Risius Ross Advisors, LLC, as an investment banker. Asgaard Capital LLC is the staffing provider and its founder, Charles C. Reardon, is presently serving as CRO for the Debtor. Donlin, Recano & Company, Inc., is the claims agent. TASEKO MINES: S&P Upgrades ICR to 'B-' on Proposed Refinancing -------------------------------------------------------------- S&P Global Ratings upgraded Canada-based Taseko Mines Ltd. to 'B-' from 'CCC+'. At the same time, S&P assigned its 'B-' issue-level rating to the new secured notes, with a '4' recovery rating (no notching). S&P said, "The stable outlook primarily reflects our expectation that Taseko will maintain sufficient liquidity to fund the development of its Florence project starting this year, supported by favorable cash flow generation and an incremental source of capital." Canada-based Taseko Mines Ltd. has announced plans to issue senior secured notes due 2026, with proceeds used primarily to refinance its existing notes due 2022. The proposed refinancing addresses a key risk the company faced and strengthens its near-term liquidity position. In addition, S&P believes the lack of near-term maturities and continuing strong copper market conditions will meaningfully improve Taseko's ability to obtain additional funding to complete its Florence copper project. The upgrade primarily reflects the removal of refinancing risk associated with the company's senior secured notes due 2022. Taseko has launched a senior secured notes offering primarily for the purpose of refinancing its US$250 million senior secured notes due 2022. The company announced it will issue US$325 million of new notes, with incremental proceeds allocated toward the funding of its Florence Copper Project (Florence). The refinancing will extend Taseko's maturity profile and address a key source of uncertainty and risk that has faced the company. S&P said, "In our view, this is particularly important in advance of significant growth-related capital expenditures (capex) that we estimate over the next two years. While we were previously positive on the company's prospects for completing a transaction, there was no assurance that credit markets would be accessible." "The stable outlook reflects our expectation that Taseko will maintain liquidity we view as adequate to fund the development of its Florence Project over the next two years. The planned refinancing of its secured notes due 2022 removes a key overhang to the rating. In addition, we expect favorable copper prices to underpin steady cash flow generation from Taseko in 2021 and 2022, with support from hedges. We now assume Taseko will obtain incremental funding to support project funding following the refinancing in 2021, and this could include a joint venture transaction. While leverage is higher, including an adjusted debt-to-EBITDA ratio of above 5x over the next two years, we do not view its capital structure as unsustainable." "We could lower the rating if, over the next 12 months, we believe the company is at risk of exhausting its liquidity, with debt in its capital structure that we view as unsustainable. In this scenario, we would expect higher-than-expected free cash flow deficits that could result from operating issues at its Gibraltar mine, cost overruns at its Florence project, or a sharp deterioration in copper prices. This could also occur if the company does not obtain new material sources of funding this year, which we believe is likely necessary to maintain a sufficient liquidity cushion amid significant expenditures required to develop Florence." "We view an upgrade as unlikely over the next 12 to 24 months. In our view, the company will face high financial risk related to the significant free cash flow deficits incurred to complete its Florence project. During this time, the company will also be highly dependent on production and cash flow from Gibraltar, its only operating mine. We would consider upside as the company nears completion of the project and the associated financial and liquidity risk subsides." TERRIER MEDIA: S&P Rates New $2.159BB Senior Secured Term Loan 'B+' ------------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '2' recovery rating to Terrier Media Buyer Inc.'s (Cox Media Group) proposed $2.159 billion senior secured term loan B due 2026. S&P considers this a debt-for-debt transaction because the company will use the proceeds from the new loan to repay its existing $2.010 billion outstanding term loan B and $150 million term loan B-1 facilities. Additionally, Terrier is seeking to price the facility at LIBOR+3.75% (down from LIBOR+4.25% currently). All of S&P's other ratings on the company remain unchanged because it views the transaction as leverage neutral. ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Terrier Media Buyer Inc. is the borrower of the $325 million senior secured first-lien revolving credit facility expiring in 2024, the new proposed $2.159 billion senior secured term loan due 2026, and the $1.015 billion of senior unsecured notes due 2027. -- The senior secured debt is guaranteed by Terrier Media Buyer Inc. and its direct and indirect wholly owned subsidiaries (with certain exceptions). It is secured on a first-lien basis by substantially all of Terrier's assets and those of its guarantors (with certain exceptions, including U.S. Federal Communications Commission [FCC] licenses and certain assets obtained through capital leases and other financing obligations). Simulated default assumptions -- S&P's simulated default scenario contemplates a default occurring in 2024 stemming from a combination of the following factors: increased competition from alternative media, a prolonged decline in core advertising revenue from economic weakness, a failure to generate retransmission revenue commensurate with its local market and relevant television networks, and pressure from affiliated networks to remit a significant portion of its retransmission fees. -- Other default assumptions include an 85% draw on the revolving credit facility; LIBOR of 2.5%; the spread on the revolving credit facility rises to 5% as covenant amendments are obtained; and all debt includes six months of prepetition interest. -- S&P values the company on a going-concern basis using a 6.5x multiple of its projected emergence EBITDA. This multiple is in line with the multiples S&P uses for similar size television broadcasters. Simplified waterfall -- EBITDA at emergence: $360 million -- EBITDA multiple: 6.5x -- Net enterprise value (after 5% administrative costs): $2.2 billion -- Estimated senior secured debt claims: $2.5 billion -- Recovery expectations: 70%-90% (rounded estimate: 85%) -- Estimated total unsecured debt claims: $1.06 billion -- Recovery expectations: 0%-10% (rounded estimate: 0%) TERRY MCDONOUGH: Hearing on Daytona Beach Property Sale on Feb. 10 ------------------------------------------------------------------ Judge Jerry A. Funk of the U.S. Bankruptcy Court for the Middle District of Florida will convene a preliminary hearing on Feb. 10, 2021, at 11:30 a.m., to consider the proposed sale by Terry McDonough and Claudette McDonough of the real property at 100 W. Ocean Dunes Road, in Daytona Beach, Florida, to Dean P. and Patricia Scheer for $445,000 on the terms of their "As Is" Residential Contract for Sale and Purchase, dated Jan. 14, 2021. The Court may continue the matter upon announcement made in open court without further notice. Any party opposing the relief sought at the hearing must appear at the hearing or any objections or defenses may be deemed waived. Effective March 16, 2020, and continuing until further notice, Judges in all Divisions will conduct all preliminary and non-evidentiary hearings by telephone. For Judge Funk, parties should arrange a telephonic appearance through Court Call ((866) 582-6878). A copy of the Contract is available at https://bit.ly/35PXKUQ from PacerMonitor.com free of charge. Merry McDonough and Claudette McDonough sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 18-04655) on Aug. 1, 2018. The Debtor tapped Taylor J. King, Esq., at Law Offices of Mickler & Mickler as counsel. On April 16, 2020, the Court confirmed the Debtor's Plan of Reorganization. TIMBER PHARMACEUTICALS: Appoints Alan Mendelsohn as CMO ------------------------------------------------------- Timber Pharmaceuticals, Inc. has appointed Alan Mendelsohn, M.D., as chief medical officer. Dr. Mendelsohn assumes the roles and responsibilities of Amir Tavakkol, Ph.D., who will be stepping down as the Company's chief scientific officer. "We are pleased to welcome Dr. Mendelsohn to our management team. Dr. Mendelsohn recently supported the approval and launch of a new treatment for moderate to severe plaque psoriasis and has a deep understanding of clinical development and medical commercialization in dermatology," said John Koconis, chief executive officer of Timber. "We also thank Dr. Tavakkol for his support in establishing a strong scientific platform for us to build on as we advance into clinical stage research." Dr. Mendelsohn is a board-certified pediatric cardiologist with more than 20 years of experience in clinical development and medical affairs. Prior to joining Timber, he served as associate vice president of Dermatology Medical Affairs for Sun Pharmaceuticals Industries. Previously Dr. Mendelsohn led the U.S. rheumatology medical affairs team for Pfizer as a Senior Director and was Senior Director of Immunology Research and Development for Janssen where he worked on both rheumatology and dermatology indications. He has also served in various leadership roles at Centocor, Inc., a Johnson & Johnson company. Dr. Mendelsohn holds a medical degree from the State University of New York Health Science Center at Brooklyn. "This is an exciting time to join Timber as the Company continues to enroll patients in important studies for underserved dermatologic diseases including congenital ichthyosis and facial angiofibromas in tuberous sclerosis complex," said Dr. Mendelsohn. "I hope to use my experience to help our Timber team successfully navigate the clinical development process through regulatory reviews and look forward to serving patients and families living with these rare conditions. As a former practicing pediatric cardiologist, I have and will continue to focus my passion on developing treatments for the underserved." In connection with Dr. Mendelsohn's appointment, Dr. Mendelsohn accepted an offer letter from the Company on Jan. 19, 2021. Pursuant to the Offer Letter, the Company has agreed to pay Dr. Mendelsohn: (i) a base salary of $300,000 per year, (ii) eligibility for a bonus of up to 50% of his base salary based on company and individual targets to be developed, and (iii) a sign-on bonus of $25,000 on the first three anniversaries of the Effective Date ($75,000 over three years), subject to continued employment and remaining in good standing on each anniversary date. Dr. Mendelsohn is also eligible to participate in any Company employee benefit plans and entitled to paid vacation in accordance with the Company's vacation policy on the same basis as other executive employees. The Offer Letter constitutes an at-will agreement. About Timber Pharmaceuticals Timber Pharmaceuticals, Inc. f/k/a BioPharmX Corporation -- http://www.timberpharma.com-- is a biopharmaceutical company focused on the development and commercialization of treatments for orphan dermatologic diseases. The Company's investigational therapies have proven mechanisms-of-action backed by decades of clinical experience and well-established CMC (chemistry, manufacturing and control) and safety profiles. The Company is initially focused on developing non-systemic treatments for rare dermatologic diseases including congenital ichthyosis (CI), facial angiofibromas (FAs) in tuberous sclerosis complex (TSC), and localized scleroderma. BioPharmX recorded a net loss and comprehensive loss of $9.69 million for the year ended Jan. 31, 2020, compared to a net loss and comprehensive loss of $17.26 million for the year ended Jan. 31, 2019. As of Sept. 30, 2020, the Company had $13.24 million in total assets, $12.46 million in total liabilities, $1.82 million in series A convertible stock, and a total members' and stockholders' deficit of $1.04 million. BPM LLP, in San Jose, California, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 23, 2020 citing that the Company's recurring losses from operations, available cash and accumulated deficit raise substantial doubt about its ability to continue as a going concern. TRC FARMS: Selling Dover Property to Hurley and Peters for $81.5K ----------------------------------------------------------------- TRC Farms, Inc. asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to authorize the private sale of its interest in the tracts of real estate and improvements identified as: approximately 22.18 acres and all improvements constructed thereon located off Dover Fort Bamwell Road, in Dover, Craven County, North Carolina, and more particularly described in the deed description located at Book 2259, Page 77, Tax Parcel 3-058-024, Craven County Registry, North Carolina, to Aretha Hurley and Kevin Peters for $81,500. Among the assets owned by the Debtor as of the petition date is the Property. By way of a proposed Contract to Purchase, the Debtor asks authority to sell its interest in the Property by private sale to the Purchasers, for the gross purchase price of $81,500. Per the Contract, the Purchaser will escrow the sum of $500 with Mossy Oak Properties Land and Farms. The Debtor asks an order of the Court declaring that the sale of the Debtor's Property be made free and clear of any and all liens, encumbrances, claims, rights, and other interest, including but not limited to the following: A. Any and all liens and/or security interests in favor of Truist Bank (formerly known as Branch Banking and Trust Company). B. Any and all liens and/or security interests in favor of Harvey Fertilizer and Gas Co. C. Any and all real property taxes due and owing to any City, County or municipal corporation, and more particularly, to the Craven County Tax Collector. D. Any and all remaining interests, liens, encumbrances, rights and claims asserted against the Properties, which relate to or arise as a result of a sale of the Properties, or which may be asserted against the buyer of the Properties, including, but not limited to, those liens and claims, whether fixed and liquidated or contingent and unliquidated, that have Or may be asserted against the Properties by the North Carolina Department of Revenue, the Internal Revenue Service, and any and all other taxing and government authorities. The proceeds of the sale will be subject to (i) estimated quarterly fees arising from the disposition of the sales proceeds, which will be held in reserve pending disbursement of the sale proceeds among secured creditors; and (ii) the terms and conditions of the Offer to Purchase and Contract. The Net proceeds will be paid at closing to the holders of valid liens and security interests, in accordance with their respective priority. Objections, if any, must be filed 14 days from the date of the Notice. A copy of the Contract is available at https://tinyurl.com/y44flapl from PacerMonitor.com free of charge. About TRC Farms Inc. TRC Farms, Inc., a privately held company in the livestock farming industry, filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. N.C. Case No. 20-00309) on Jan. 23, 2020. In the petition signed by Timmy R. Cox, president, the Debtor disclosed $3,846,275 in assets and $5,412,282 in liabilities. Judge Joseph N. Callaway oversees the case. The Debtor tapped Ayers & Haidt, PA as its legal counsel, and Carr Riggs & Ingram, LLC as its accountant. TRICORBRAUN HOLDINGS: S&P Affirms 'B-' ICR, Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed its 'B-' issuer credit rating on TricorBraun Holdings Inc. The outlook remains stable. At the same time, S&P assigned its 'B-' issue-level rating and '3' recovery rating (rounded estimate: 55%) to the company's proposed $1.034 billion first-lien term loan and $200 million first-lien delayed-draw term loan Strong 2020 operating performance should continue into 2021. For TricorBraun, the coronavirus pandemic proved to be a notable tailwind in 2020. The company saw a pickup in overall sales volumes as the spike in at-home food and beverage consumption, neutra/pharmaceuticals use, and demand for cleaning and sanitizing applications resulting from the pandemic more than offset weakness in other smaller segments, such as premium home personal care products. Sales and gross profit were up approximately 9.5% and 20%, respectively, year to date through September 2020. S&P said, "We expect these trends to persist through 2021 as the gradual, sporadic adoption of the coronavirus vaccine, combined with what are likely structural changes to consumers' purchasing habits, should support elevated demand in TricorBraun's key end markets. As such, we estimate volumes will grow in the mid-single digits through fiscal 2021. Over the same period, we expect margins to remain steady, with potential modest expansion, supported by improved operating leverage and the pass-through of elevated, but temporal costs stemming from the pandemic." Pro forma debt leverage will be elevated, but supported by TricorBraun's strong, predictable cash flows and capital-lite business. The acquisition will weaken TricorBraun's credit metrics with pro forma debt leverage of around 8x. Despite the increased debt load, S&P believes the company's predictable free cash flows are sufficient to meet its increased debt obligations. S&P said, "We estimate TricorBraun's annual principal and interest obligations will be around $90 million to $100 million and we expect the company will generate EBITDA in excess of $170 million over the next 12 months. Ongoing working capital needs and capital expenditures are relatively minimal given its distribution business model and high inventory turnover rate, providing the company with ample operating cash flows to meet its debt obligations. We expect new ownership will continue TricorBraun's debt-financed acquisition growth strategy, which will be supported by the $200 million delayed-draw term loan, and could result in debt-leverage elevated beyond our base case expectations." "The stable outlook reflects our expectation that stable sales volumes and TricorBraun's capital-lite business model will continue to support strong operating cash flows sufficient to support its elevated debt leverage and associated obligations such that its interest coverage ratio remains above 1.5x. While we expect modest improvement in credit metrics over the 12 months post transaction, we believe debt leverage will remain above 7x as the company will likely continue to aggressively pursue bolt-on acquisition opportunities over any meaningful debt reduction." S&P could lower its ratings if: -- Free cash flows tighten to the extent that liquidity issues arise and the company becomes increasingly dependent on its ABL facility. S&P notes that there is a proposed springing 1x fixed-charge covenant on the ABL facility. Activating the fixed-charge covenant could also lead to a downgrade. -- Payment default risks increase, such that interest coverage approaches 1.5x. -- The company's debt leverage becomes unsustainable, likely stemming from a combination of operating performance degradation, increased shareholder rewards, and debt-financed acquisitions that underperform expectations. S&P could raise its rating on TricorBraun if: -- The company sustains improved operating performance such that debt leverage is comfortably below 7x, including any acquisition or shareholder rewards, while it continues to generate positive free cash flows. -- The company and its financial sponsors commit to financial policies that support the improved credit metrics. TUMBLEWEED TINY HOUSE: Wins March 16 Solicitation Exclusivity ------------------------------------------------------------- The Honorable Kimberley H. Tyson of the U.S. Bankruptcy Court for the District of Colorado extended the 180-day period within which Tumbleweed Tiny House Company, Inc. has the exclusive right to confirm the Plan through and including March 16, 2021. This is the Debtor's third request for an extension of the 180-day period. The COVID-19 restrictions placed on businesses and individuals immediately following the Debtor's bankruptcy filing delayed the normal bankruptcy process. The Debtor's business continues to improve and interruptions in the Debtor's supply chain are less frequent. The Debtor has acted diligently to address the issues present and has now filed a Plan that is likely to be confirmed. The Debtor has filed a Plan and is moving forward toward confirmation of the same. The Debtor needs the additional time to attempt to resolve the minor objection to the adequacy of the Disclosure Statement and to seek approval of the Plan it filed on November 12, 2020. Thus, the Debtor has made good faith progress toward seeking confirmation of a plan of reorganization and continues to work well with its secured creditors and to make any required adequate protection payments. Also, The Debtor has been paying its bills as they come due as shown by its most recent Monthly Operating Reports. The hearing at which the Court will determine whether to confirm the Plan will take place on February 24, 2021, at 9:30 a.m. by video conference. The Extension of the 180-day Period will not materially prejudice the interests of creditors and other interested parties and not gain a tactical advantage over any of its creditors. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/2YkX6dY at no extra charge. A copy of the Court's Extension Order is available from PacerMonitor.com at https://bit.ly/3t3v7gI at no extra charge. About Tumbleweed Tiny House Company Tumbleweed Tiny House Company, Inc., a manufacturer of tiny house RVs, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-11564) on March 4, 2020. At the time of the filing, the Debtor estimated assets of between $500,000 and $1 million and liabilities of between $1 million and $10 million. Judge Kimberley H. Tyson oversees the case. Wadsworth Garber Warner Conrardy, P.C., is the Debtor's legal counsel. Stockman Kast Ryan + Company is the accountant. UNITI GROUP: BlackRock Has 14.2% Stake as of December 31 -------------------------------------------------------- In an amended Schedule 13G filed with the Securities and Exchange Commission, BlackRock, Inc. disclosed that as of Dec. 31, 2020, it beneficially owns 33,077,479 shares of common stock of Uniti Group Inc., which represents 14.2 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at: https://www.sec.gov/Archives/edgar/data/1364742/000083423721001250/us91325v1089_012621.txt About Uniti Headquartered in Little Rock, Arkansas, Uniti -- http://www.uniti.com-- is an internally managed real estate investment trust. It is engaged in the acquisition and construction of mission critical communications infrastructure, and is a provider of wireless infrastructure solutions for the communications industry. As of Sept. 30, 2020, Uniti owns 6.7 million fiber strand miles and other communications real estate throughout the United States. PricewaterhouseCoopers LLP, in Little Rock, Arkansas, the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 12, 2020, citing that the Company's most significant customer, Windstream Holdings, Inc., which accounts for approximately 65.0% of consolidated total revenues for the year ended Dec. 31, 2019, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code, and uncertainties surrounding potential impacts to the Company resulting from Windstream Holdings, Inc.'s bankruptcy filing raise substantial doubt about the Company's ability to continue as a going concern. As of Sept. 30, 2020, the Company had $4.83 billion in total assets, $6.83 billion in total liabilities, and a total shareholders' deficit of $1.99 billion. * * * In March 2020, S&P Global Ratings placed all ratings on U.S. telecom REIT Uniti Group Inc., including the 'CCC-' issuer credit rating, on CreditWatch with positive implications. The CreditWatch placement follows the company's announcement it reached an agreement in principle with its largest tenant Windstream Holdings Inc. to resolve all legal claims it asserted against Uniti in the context of Windstream's bankruptcy proceedings. US FOODS: S&P Rates New $600MM Senior Unsecured Notes 'B+' ---------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '5' recovery rating to US Foods Inc.'s (USF) proposed $600 million senior unsecured notes due 2029. The company will use the net proceeds from this leverage-neutral transaction to repay its $600 million 5.875% senior unsecured notes due 2024. All S&P's existing ratings on the company, include its 'BB-' issuer credit rating and stable outlook, are unchanged. S&P said, "Our ratings on USF incorporate our assumption that the coronavirus pandemic's substantial negative effect on its profits will gradually diminish in 2021--notwithstanding the continued weakness in the first quarter--resulting in adjusted leverage approaching 5x by the end of the year, which compares with about 7.5x-8.0x in 2020 (excluding certain unusual costs). Specifically, we anticipate that the company will focus on reducing debt and improving credit metrics well into 2022 reflecting, in part, its long-term target of reaching net debt to adjusted EBITDA (as defined by the company) of approximately 2.5x-3.0x." "We believe USF's national footprint will enable it to expand its business with large customers across the U.S. This, combined with its strong liquidity, allowed the company to win about $800 million of new annual run rate business in 2020. Nevertheless, the future course of the coronavirus and its continued effects on the economy remain uncertain (leading to lingering consumer hesitation around dining away from home and the potential imposition of stricter lockdowns if there are new outbreaks) and could potentially include sizable independent restaurant failures, which tend to be high-margin accounts for foodservice distributors." "Our ratings on USF also reflects its solid position in the fragmented North American foodservice distribution industry, its national scale that provides it with a competitive advantage relative to most of its rivals, and its operating efficiencies, which translate into satisfactory profitability (albeit in a low-margin category)." VIZIV TECHNOLOGIES: Seeks to Extend Plan Exclusivity Thru May 9 --------------------------------------------------------------- Debtor Viziv Technologies, Inc. requests the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division to extend the exclusive periods during which the Debtor may file a plan from February 9 to May 9, 2021, and to confirm a plan from April 12 to July 9, 2021. The Debtor's conduct, in this case, shows progress toward reorganization. Not only did the Debtor obtain post-petition financing but was able to enlarge and extend that financing with a new DIP lender. Both of the DIP lenders are creditors or interest holders of the Debtor, and this demonstrates that there is a keen interest in the different constituencies of the estate for the preservation of the Debtor until a plan can be formulated and proposed. The Debtor submits that cause exists for extending their Exclusivity Period in this case because the additional time will enable the Debtor to negotiate for the funding needed to continue operations and formulate and implement its strategy for emergence from Chapter 11. The first reason why a plan has not yet been filed is the size and nature of the funding required for a plan of reorganization. The Debtor's technology is not yet commercialized, and a large amount of capital is needed to carry the Debtor's business to that objective. To reach commercialization, it is estimated that as much as $100 million of additional capital will be needed on a post-confirmation basis. Therefore, the plan negotiations involve discussions on not only the means by which claims and interests will be addressed in a plan, but also how the future capital needs of the company will be funded. Additionally, the efforts to discuss potential investment has involved investors from large companies and from at least two international sources. The Debtor is limited in its ability to force such parties to move at a pace that requires them to make decisions on a tight timeline. Finally, the Debtor has only 13 employees and really has only three senior persons who can engage in fundraising in addition to running the day-to-day operations of the company, carrying out chapter 11 administrative duties, and obtaining DIP funding. These individuals are working many nights and weekends to address all of these needs of the Debtor. The Debtor expects the following to be a reasonable timetable for steps to file a plan of reorganization: 1. February 26, 2021: final selection of the terms on which the Debtor will propose a plan; 2. March 31, 2021: completion of negotiation of business agreements that form the basis for the plan of reorganization; and 3. April 30, 2021: filing of a plan of reorganization that incorporates the terms of the business agreements. The Debtor believes this timetable is reasonable in light of the current facts known to the Debtor. If additional opportunities arise (such as a new potential plan funder), or if there is an adverse change of circumstances (an expected plan funder drops out of the process), the Debtor may seek a further extension of the exclusive periods. A copy of the Debtor's Motion to extend is available from PacerMonitor.com at https://bit.ly/2MqPy6K at no extra charge. About Viziv Technologies Viziv Technologies, LLC is an electronics company that specialized in the field of electromagnetic surface waves. On October 7, 2020, creditors Surface Energy Partners LP, Kendol C. Everroad, and Jamison Partners, LP filed an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No. 20-32554) against Viziv Technologies. The creditors are represented by Kenneth Stohner Jr., Esq., at Jackson Walker, LLP. Judge Stacey G. Jernigan oversees the case. Cavazos Hendricks Poirot, PC is the Debtor's bankruptcy counsel. The Debtor tapped Allred & Wilcox, PLLC, The Beckham Group, and King & Fisher Law Group, PLLC as special counsel. VRAI TABERNACLE: US Trustee Objects to Plan & Disclosures --------------------------------------------------------- The United States Trustee for Region 21 filed objections to the final approval of the Vrai Tabernacle de Jesus, Inc.'s disclosure statement and confirmation of Debtor's Plan of Reorganization. The U.S. Trustee points out that: * The disclosure statement should indicate if the loan from the Small Business Administration1 is a PPP loan or some other type of loan. * The Debtor is delinquent with monthly operating reports, having not filed any since the petition date. While the Debtor states it is current with its payments to lienholders on the property located at 4524 Gun Club, the Debtor provides no support for this statement. * Page 4 of the disclosure statement incorrectly states that the Debtor has one passenger van. The schedules state otherwise. * The Debtor indicates on page 9 that the Class 7 claim to Village of Palm Springs will be paid in full. Page 4 indicates that some portion of this amount may be abated. Further explanation is necessary to understand whether the full amount will be paid or some portion of the full amount. * The liquidation analysis failed to include realtors and other fees. * The disclosure statement should disclose the monthly payments to be paid to Class 8. As to the Plan, the U.S. Trustee asserts that: * The Debtor fails to establish that confirmation is not likely to be followed by further need for reorganization as required by 11 U.S.C. Sec. 1129(a)(11). The Debtor provides no proof of current funds and no projections of future funds. The source of funds for future operations is also not disclosed. * Without the filing of the monthly operating reports, the Debtor cannot establish the plan is confirmable pursuant to 11 U.S.C. Sec. 1129(a)(1) and (2). * The Debtor's failure to pay U.S. Trustee's fees is a failure to comply with 11 U.S.C. Sec. 1129(a)(12). About Vrai Tabernacle de Jesus Vrai Tabernacle de Jesus, Inc., is a non-profit religious organization that conducts services for its members and provides assistance to the needy in Haiti. Vrai Tabernacle de Jesus filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-21421) on Oct. 19, 2020. Vrai Tabernacle President Lenese Naval-Estiverne signed the petition. At the time of filing, the Debtor was estimated to have $1 million to $10 million in both assets and liabilities. Judge Mindy A. Mora oversees the case. Brian K. McMahon, P.A. serves as the Debtor's legal counsel. WADSWORTH ESTATES: Seeks Approval to Hire Henderson as Auctioneer ----------------------------------------------------------------- Wadsworth Estates, LLC seeks authority from the U.S. Bankruptcy Court for the Eastern District of Louisiana to employ Henderson Auctions to market for sale its 92-acre property located in St. Tammany Parish, Louisiana. Henderson Auctions will charge a 6 percent commission. The firm additionally commits to advance, subject to reimbursement at closing, the sum of up to $50,000 toward marketing the property. Lawrence Green, chief executive officer of Henderson Auctions, disclosed in a court filing that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Lawrence Green Henderson Auctions 13340 Florida Blvd. PO Box 336 Livingston, LA 70754 Phone: (225) 686-2252 Toll Free: (800) 850-2252 Fax: (225) 686-0647 About Wadsworth Estates Wadsworth Estates is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Wadsworth Estates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. 20-10540) on March 10, 2020. Ashton J. Ryan, Jr., managing member, signed the petition. At the time of the filing, the Debtor disclosed assets of between $10 million and $50 million and liabilities of the same range. William G. Cherbonnier, Jr., Esq., at Caluda Group, LLC, is the Debtor's legal counsel. WALL010 LLC: To Pay Unsecureds in Full With 2% Interest in Plan --------------------------------------------------------------- WALL010, LLC, filed with the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, a Plan of Reorganization and a Disclosure Statement on Jan. 21, 2021. Under the Reorganization Plan, the Debtor will continue its business after the confirmation date. The Debtor owns 195 acres of unimproved land located in Johnson County, Texas, near Venus, Texas (the "Property"). The Debtor intends to divide the Property into undeveloped and developed residential lots for sale to homebuilders or others for profit. The Property was valued at $4,600,000 as of the Petition Date. The Class 2 Allowed Secured Claim of Tamamoi, LLC and FDRE, Inc. will be paid in full. The Claim will bear interest at 5 percent per annum, amortized over 5 years, accruing as of the Petition Date. Monthly payments of interest only will commence on the first day of the fourth month following the Effective Date, and will continue for the succeeding nine months. Equal monthly installments of principal and interest will commence on the first day of the tenth month following the Effective Date and will continue on the first day of each succeeding month until a final lump sum payment of the full remaining balance is made on the first of the sixteenth month following the Effective Date. Class 4 Allowed Unsecured Claims of Non-Insiders will be paid in full in nine equal monthly installments of principal and interest, commencing on the first day of the fourth month after the Effective Date and continuing on the first day of each month thereafter until paid in full. Interest shall begin to accrue on the Effective Date at the rate of 2% per annum. The 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 will be retained. The payments will be funded by the Debtor's sale of developed residential lots to homebuilders and others for profit. On or about confirmation of the Plan the Debtor will obtain an interim loan in the approximate amount of $1,000,000 to fund the Debtor's operations as it seeks approval from the appropriate authorities of a preliminary plat map dividing the Property into residential lots, and the annexation of the Property and the establishment by the City of Venus of a Public Improvement District covering the Property. The Debtor believes that within 12 months it can complete this process and receive preliminary plat approval for 919 lots. Upon approval of the preliminary plat, the Debtor will sell 316 preliminarily-platted but unfinished lots for use in making Plan payments and will hold the remaining lots for future sale or development. A full-text copy of the Disclosure Statement dated Jan. 21, 2021, is available at https://bit.ly/36lC439 from PacerMonitor.com at no charge. Attorneys for the Debtor: Joyce W. Lindauer, Esq. Kerry S. Alleyne, Esq. Guy H. Holman, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 Fax: (972) 503-4034 About WALL010 LLC WALL010, LLC, based in Dallas, TX, filed a Chapter 11 petition (Bankr. N.D. Tex. Case No. 21-30016) on Jan. 4, 2020. In the petition signed by Tim Barton, president, the Debtor estimated $1 million to $10 million in both assets and liabilities. The Hon. Harlin Dewayne Hale presides over the case. JOYCE W. LINDAUER ATTORNEY, PLLC, serves as bankruptcy counsel to the Debtor. WASTE PRO: S&P Downgrades ICR to 'B-' on Liquidity Concerns ----------------------------------------------------------- S&P Global Ratings lowered its issuer credit and debt ratings on Waste Pro USA Inc. to 'B-'. S&P removed the ratings from CreditWatch negative, where it placed them on May 8, 2020. The stable outlook reflects S&P's view that the company's credit metrics will remain relatively steady over the next 12 months. In addition, it expects the company to remain in compliance with its covenants, but that its cushion will be limited. The downgrade reflects a diminished liquidity position and weak credit metrics over the next 12 months. S&P said, "Waste Pro outperformed our earlier expectations given the resiliency within its operating regions and its customers, having ended its third quarter of 2020 with modest topline growth, primarily driven by aggressive pricing. Still, we expect the company to maintain a high level of capex, resulting in FOCF that is better but still slightly negative in 2021. While the company dedicates a portion of capex to growth investments to support new business wins, EBITDA growth has not offset the additional debt burden to date. We currently forecast leverage to remain in the 6x area through 2021." The company's covenant cushion on its asset-based lending (ABL) revolver will be thin if the company does not attain another amendment. After the company's leverage slightly exceeded the covenant level in Dec. 31, 2019, the company obtained an amendment from lenders that allowed the maximum leverage level to increase to 6.75x for one year. As such, Waste Pro's maximum leverage test steps down to 5.75x on Feb. 15, 2021. S&P said, "Absent an amendment, we believe the company will operate with minimal covenant headroom of less than 10%. Moreover, the company relies on the ABL revolver to fund its capex needs and we believe unanticipated liquidity events could put that access at risk." "We believe the company may be able to attain additional covenant headroom relief from lenders without breaching its covenant, if necessary. Nonetheless, we view the company's liquidity position as less than adequate given the approaching covenant step-down. Furthermore, its ABL facility becomes current in a few months with a final maturity in May 2022. In our view, ratings upside would require a more manageable covenant package and a successful refinancing of the ABL facility." "The stable outlook reflects our view that the company's leverage will remain the 6x area and that FOCF will improve but remain modestly negative over the next 12 months. While covenant headroom will diminish in the near future, we believe the company can likely obtain an amendment from lenders, if necessary." S&P could lower its ratings on Waste Pro over the next 12 months if: -- Unanticipated operating events significantly weaken S&P's view of the company's liquidity. For instance, if FOCF turns significantly negative without seeing improvement in revenues and EBITDA margin. -- The company's leverage increases to a level S&P believes is unsustainable. S&P could raise its ratings on Waste Pro if: -- The company achieves a long-term solution to address liquidity issues, including attaining satisfactory headroom under covenants and a successful refinancing its ABL facility; and -- It improves its FOCF generation, while maintaining leverage solidly below 6.5x on a sustained basis. WIRTA HOTELS: To Seek Confirmation of 100% Plan on March 24 ----------------------------------------------------------- Following a hearing on Jan. 21, 2021, Judge Marc Barreca entered an order approving Wirta Hotels 3, LLC, et al.'s Second Amended and Restated Disclosure Statement and setting a March 24, 2021 hearing on the Debtors' Plan. The judge ordered that the Wilmington Objection and the HHF Objection, to the extent not consensually resolved at or prior to the Hearing, are overruled. All ballots accepting or rejecting the Plan must be served on counsel for the Debtors by no later than March 10, 2021. Objections to confirmation of the Plan are also due March 10. The Debtors must file, by no later than March 17, 2021, a reply to objections to the Plan. A non-evidentiary hearing will be held on the Plan on March 24, 2021, at 11:00 A.M. (PT), for the Court's consideration of confirmation of the Debtors' Plan and any objections which have been timely filed. The confirmation hearing will be telephonic means. Reorganization Plan Wirta Hotels 3, LLC, et al. submitted a Second Amended and Restated Plan and a corresponding Disclosure Statement on Jan. 25, 2021. Under the Plan, the Debtors believe that holders of Claims in all classes will receive 100% payment of their allowed claims after the Debtors' completion of payments under the Plan. In contrast, in a Chapter 7 scenario, the Chapter 7 estate would be administratively insolvent. The Second Amended Disclosure Statement, however, provides that Wilmington disagrees with the assumptions in the Debtors' Liquidation Analysis and asserts that the liquidation of the Hotel in a chapter 7 proceeding will result in proceeds sufficient to pay Wilmington's secured claims and the allowed claims of general unsecured creditors. The Plan proposes to pay the holders of unsecured claims in full over time out of the revenues generated by the Reorganized Debtors' operation of the hotel. The principals will retain ownership of the Debtors. Class 1 Wilmington's Secured Claim -- asserted in the amount of $7,059,114 -- will be paid in full in the form of monthly payments of principal and interest, with a balloon payment on Oct. 6, 2027. The Debtors propose 3.25% as an interest rate for payments on Wilmington's secured claim. Because the Debtors and Wilmington disagree with respect to the calculation of Wilmington's Secured Claim and an appropriate interest rate, such issues will ultimately be determined, and Wilmington's Secured Claim allowed, pursuant to confirmation of the Plan, by other order of the Court, or by agreement. Class 4 General Unsecured Claims against Wirta Hotels 3, LLC, in the amount of $186,964 will receive five annual payments on or before the 14th day of the month following the yearly anniversary of the Effective Date. Each payment to the Holders of Allowed General Unsecured Claims in Class 4 will be equal to a pro-rata share of the Annual GUC Payment. Class 5 General Unsecured Claims against Wirta 3, LLC, in the aggregate amount of $1,055 will be treated as a "convenience class" and will be paid in full no later than 90 days after the Effective Date. A full-text copy of the Scheduling Order and Disclosure Statement dated Jan. 25, 2021, is available at https://bit.ly/3oh4cdS from PacerMonitor.com at no charge. Counsel to Debtors: Tara J. Schleicher Dan Youngblut FOSTER GARVEY P.C. 1111 Third Avenue Seattle, WA 98101 Phone: (206) 447-4400 E-mail: tara.schleicher@foster.com dan.youngblut@foster.com About Wirta Hotels Wirta Hotels 3, LLC and Wirta 3, LLC own and operate the Holiday Inn Express & Suites in Sequim, Washington. They own the real property (1141 East Washington Street) upon which the hotel is situated. Bret Wirta and Patricia Wirta, husband and wife, own 100% of Wirta. On Sept. 18, 2020, Wirta Hotels and Wirta 3 filed Chapter 11 petitions (Bankr. W.D. Wash. Lead Case No. 20-12398). At the time of the filing, Wirta Hotels disclosed $2,365,830 in assets and $2,805,775 in total liabilities while Wirta 3 disclosed $13,214,141 in assets and $7,017,530 in liabilities. Judge Marc Barreca oversees the cases. Foster Garvey, PC is the Debtor's legal counsel. WVSV HOLDINGS: 8minute Solar Buying Maricopa County Property ------------------------------------------------------------ WVSV Holdings, LLC, asks the U.S. Bankruptcy Court for the District of Arizona to authorize it to proceed with the consummation of the Letter of Intent for an Option-and-Purchase Agreement it has executed with 8minute Solar Energy, LLC or an affiliate relating to the sale of approximately 3,548 acres of property located in Maricopa County, Arizona. The proposed Agreement provides an option to the Purchaser to acquire the property. The parcel numbers, which aggregate 3,548.31 acres, is listed on Appendix A to the Agreement. The option price for the first 12 months is $100 per acre, or $354,800. The option price for the subsequent 12 months is $110 per acre, or $390,280. The option price for the third 12-month period is $120 per acre, or $425,760. In the event the Purchaser exercises the option to acquire the property, the purchase price for the first two years of the option period is $15,000 per acre, or $53.220 million. In the event the Purchaser exercises the option to purchase in the last year of the option period, the purchase price increases to $17,000 per acre, or $60.316 million. Alternatively, WVSV as the seller has the option to convey the property via an annual lease payment. In that event, if WVSV exercises the option within the first two years of the option period, the annual lease payment will be $1,080 per acre, or $2,598,960. In the event WVSV exercises the lease option in the third year of the option period, the lease price per acre will be $1,215 per acre, or $4,310,820. In either event, the lease price per acre will increase at the rate of 2% per annum during the term of the lease, which will be for an initial period of 20 years, with four extension options of five years each. The Purchaser is not an insider, affiliate, or otherwise connected to WVSV. WVSV and the Purchaser entered into the Agreement on Jan. 5, 2021. The Agreement is not subject to any higher and/or better bids. VSV asks the Court schedules the Motion for a hearing, and at the conclusion of the hearing, enter an Order which, among other things, shall: 1. Approve all aspects of the Motion on the terms and conditions set forth in the Agreement and authorize and approve WVSV's performance obligations under the Agreement; 2. Include a specific finding that Purchaser is acquiring the property, whether by purchase or lease, in good faith and is a good faith purchaser of the property pursuant to and within the meaning of the provisions of 11 U.S.C. Section 363(m), and is entitled to the protections provided thereby; 3. Provide that pursuant to Sections 105, 363, and 365 of the Bankruptcy Code, the Purchaser's acquisition of the property will be free and clear of all pledges, liens, security interests, encumbrances, claims, charges, options and interest on or against the property; 4. Find that sufficient and adequate prior notice to all parties-in-interest in the Bankruptcy Case has been provided; 5. Find that cause exists to permit closing under the Order; and 6. Provide, to the extent applicable, that the Order will be binding on WVSV, the Reorganized Bankruptcy Estate, and all creditors and parties-in-interest. Finally, WVSV asks that the Court sets a hearing, and approves the Motion. A copy of the Agreement is available at https://tinyurl.com/yxzuvtae from PacerMonitor.com free of charge. WVSV Holdings, LLC sought Chapter 11 protection (Bankr. D. Ariz. Case No. 2:12-bk-10598-MCW) on May 14, 2012. ZOHAR III: Gets Court OK to Seek $2.6 Mil. From Other Tilton Firms ------------------------------------------------------------------ Daniel Gill of Bloomberg Law reports that Zohar III Corp., a bankrupt group of funds once controlled by distressed investor Lynn Tilton, can pursue other Tilton entities to recover about $2.6 million in tax distributions, a Delaware judge ruled. Zohar III can use a "contested matter" proceeding—via a motion and not a complaint—in seeking to recover the money, Judge Karen B. Owens of the U.S. Bankruptcy Court for the District of Delaware ruled Wednesday at a remote hearing. Zohar's motion doesn't need to be part of a separate adversary proceeding that's pending in bankruptcy court, the judge said. About Zohar III, Corp. Patriarch Partners, LLC, is a family office/private investment firm founded by diva of distress Lynn Tilton. Since 2000, through affiliated investment funds, Tilton has had ownership in and restructured more than 240 companies with combined revenues in excess of $100 billion, representing more than 675,000 jobs. Zohar III, Corp., and its affiliates are investment funds structured as collateralized loan obligations. Tilton formed collateralized loan funds -- Zohar I, Zohar II, and Zohar III -- in 2003 to borrow $2.5 billion to buy distressed companies. Tilton has faced an avalanche of lawsuits, including allegations from the SEC that her Patriarch Partners improperly valued assets in its Zohar debt funds and extracted about $200 million in excess fees from investors. Zohar CDO 2003-1, Zohar CDO 2003-1 Corp., Zohar II 2005-1, Limited, Zohar II 2005-1 Corp., Zohar III, Limited, and Zohar III, Corp. (collectively, the "Zohar Funds"), sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case Nos. 18-10512 to 18-10517) on March 11, 2018. In the petition signed by Lynn Tilton, director, the Debtors were estimated to have $1 billion to $10 billion in assets and $500 million to $1 billion in liabilities. Young Conaway Stargatt & Taylor, LLP, is the Debtors' bankruptcy counsel. ZOOMINFO LLC: Moody's Hikes CFR to B1 & Rates 2029 Notes 'B3' ------------------------------------------------------------- Moody's Investors Service upgraded ZoomInfo, LLC's Corporate Family Rating to B1 from B2 and its Probability of Default Rating to B1-PD from B2-PD. At the same time, Moody's assigned a B3 rating to the new $300 million senior unsecured notes due 2029 and upgraded the company's existing senior secured credit facility (revolver and term loan B) to Ba3 from B2. ZoomInfo Technologies LLC and ZoomInfo Finance Corp. are the co-issuers of the new senior unsecured notes, which will be guaranteed by ZoomInfo, LLC (the borrower under the senior secured credit facility). The Speculative Grade Liquidity rating remains SGL-1. The outlook was changed to stable from positive. ZoomInfo plans to use the net proceeds from the new notes issuance, together with cash on hand, to refinance a portion of the existing term loan B due 2026. Concurrent with the notes issuance, the company is expected to amend its credit agreement to increase the borrowing capacity of its revolving credit facility by $150 million to $250 million, extend the revolver expiration by two years to 2026 and reprice its term loan B. "The upgrade of the CFR to B1 reflects ZoomInfo's double-digit organic revenue and profitability growth and demonstrated operational resilience in the midst of the macro economic uncertainty. We expect for continued tailwinds in the sales and marketing information market, and that this demand combined with the company's growing scale and solid bookings, will translate into much stronger credit profile over the next 12-18 months," said Oleg Markin, Moody's lead analyst for ZoomInfo. The upgrade also reflects ZoomInfo's strong balance sheet and Moody's expectation that the company will maintain more balanced financial policy. While the consortium of private equity investors and the founder continue to hold a large majority ownership interest in the company, Moody's believes that there is strong incentive for the inside equity investors to continue sell down their positions. Upgrades: Issuer: ZoomInfo, LLC Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Senior Secured Bank Credit Facility, Upgraded to Ba3 (LGD3) from B2 (LGD3) Assignments: Issuer: ZoomInfo Technologies LLC Gtd Senior Unsecured Regular Bond/Debenture, Assigned B3 (LGD5) Outlook Actions: Issuer: ZoomInfo Technologies LLC Outlook, Assigned Stable Issuer: ZoomInfo, LLC Outlook, Changed To Stable From Positive RATINGS RATIONALE ZoomInfo's B1 CFR reflects Moody's expectations for revenue and earnings growth of approximately 20-30% and solid free cash flow to total debt in the mid-20% range over the next 12-18 months despite uncertainties around the global macroeconomic outlook. Moody's projects ZoomInfo's debt-to-EBITDA leverage (Moody's adjusted) to decline below 4.0x over the next 12-18 months, from approximately 5.3x expected at December 31, 2020 (3.8x when further adjusted for deferred revenue), largely driven by EBITDA growth. The company has a publicly stated commitment to a more conservative financial policy with a long-term leverage target of less than 3.0x (based on management's calculation), which equates to about 4.0x on a Moody's basis (when adjusted for deferred revenue). ZoomInfo has a defensible market position, including its contributory data model that guarantees 95% data accuracy and fully integrates into several leading customer relationship management (CRM) and market systems, a source of a competitive advantage over large and small data providers. The company's highly predictable and recurring annual subscription-based revenues, historically strong retention rates and very good profitability also provide credit support. Conversely, ZoomInfo's rating is constrained by its high debt-to-EBITDA and moderate revenue base that is exposed to cyclical client spending. The company lacks product and geographic diversification and operates within the highly competitive sales intelligence data market given the presence of large and small providers with relatively low barriers to entry. ZoomInfo is building a track record on its stated conservative financial policies as a publicly-controlled company. The stable outlook reflects Moody's expectations that ZoomInfo will continue to defend its niche market position in the B2B sales and marketing intelligence sector, maintain discipline approach to capital allocation and strong balance sheet. Moody's also projects the company's organic revenue and EBITDA growth of around 20-30% over the next 12-18 months, debt-to-EBITDA (Moody's adjusted) to decline below 4.0x, and annual free cash flow in excess of $150 million in 2022. The SGL-1 Speculative Grade Liquidity Rating reflects Moody's expectation that ZoomInfo will maintain very good liquidity over the next 12-15 months. Sources of liquidity consist of robust cash balances of approximately $305 million at September 30, 2020, expectation for strong free cash flow generation to debt around 20%, and full access to new $250 million revolving credit facility due February 2026. The required term loan amortization has been prepaid through the term of the loan. The revolver has a springing consolidated first lien leverage covenant of 7.65x that will be triggered when borrowings exceed 35% of availability. There is no financial maintenance covenant applicable to the term loan. Moody's do not expect the covenant to be triggered over the near term and believe there is ample cushion within the covenant based on our projected earnings levels for the next 12-15 month. The Ba3 rating on the first lien credit facility (revolver and term loan) is one notch above the company's B1 CFR, reflecting its priority position in the capital structure, and benefits from loss absorption provided by the new unsecured notes and non-debt obligations. The revolver and term loan are supported by guarantees and asset pledges from all material wholly owned domestic restricted subsidiaries of ZoomInfo LLC and also have a guarantee from DiscoverOrg, LLC. The B3 rating assigned on the new unsecured notes reflects its junior ranking and effective subordination to the senior secured credit facility. The senior notes are supported by guarantees from all material wholly owned domestic restricted subsidiaries of ZoomInfo LLC and also have a guarantee from DiscoverOrg, LLC. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if ZoomInfo substantially increases and diversifies its revenue base while debt-to-EBITDA (Moody's adjusted) improves towards 3.5x, with the company continuing to maintain very good liquidity. The upgrade would also be likely as the private equity ownership declines further and the company establishes and maintains balanced financial policies. A ratings downgrade could result if Moody's expects low revenue growth, free cash flow as a percentage of debt will remain below 10%, or debt-to-EBITDA (Moody's adjusted) will exceed 5.0x for a sustained period. Headquartered in Vancouver, WA, ZoomInfo is a subscription-based B2B company that allows sales and marketing professionals to gain access to accurate information on firmographic data, company contacts, organizational charts, technology and real time projects on their target accounts. Following the June 2020 IPO, ZoomInfo is a publicly traded company on NASDAQ: ZI. Moody's project the company's annual revenue to exceed $450 million in 2020. ZoomInfo is majority owned by TA Associates, the Carlyle Group, 22C Capital and the founder Henry Schuck. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. ZOOMINFO TECHNOLOGIES: S&P Affirms 'B+ ICR; Outlook Stable ---------------------------------------------------------- S&P Global Ratings affirmed its issuer credit rating on sales and marketing data software provider ZoomInfo Technologies of 'B+'. S&P raised its issue-level rating on the company's first-lien debt to 'BB-' from 'B+', and revised the recovery rating to '2' from '3' because of the added unsecured notes in the capital structure. S&P is also assigning its 'B-' issue-level and '6' recovery ratings to the unsecured notes. The stable outlook reflects S&P's expectation that ZoomInfo will organically grow revenue by the mid-30% area while maintaining a healthy EBITDA margin, such that its leverage declines to the mid-2x area by the end of 2021. The affirmation reflects S&P Global Ratings' expectation that ZoomInfo will continue to reduce leverage toward the mid-2x area over the coming year, supported by strong near-term revenue growth, a highly recurring revenue base, and robust EBITDA margin. The proposed recapitalization transaction is leverage neutral. The reprice of the term loan and addition of longer-term fixed rate unsecured notes provide financial flexibility and reduce interest burden contributing to higher free operating cash flow (FOCF) generation, which S&P forecasts will rise to $230 million in the coming year. ZoomInfo offers a broad and exhaustive business-to-business contact database that facilitates the role of sales and marketing professionals, which it sells as a software-as-a-service (SaaS). Its market-leading 95% data accuracy rate supports it strong organic revenue growth and high customer retention. S&P views the company's automated and high-quality product offering to be relatively recession-resistant, even amid the coronavirus pandemic, because its users rely on data accuracy and utility to conduct their business transactions while operating remotely in a stressed economic environment. Nonetheless, S&P expects ZoomInfo will face increased competition from its peers as larger and better-capitalized companies look to provide similar solutions. ZoomInfo gathers data from a variety of sources, and processes it through algorithmic intelligence engines. One of the key sources is a contributory customer network whereby users of the database opt in to provide their own input. Nearly all revenue is on a subscription basis with annual or longer contracts and a large proportion of contracts are paid one year in advance. Over the coming year, S&P expects robust revenue growth to come from continued growth of new accounts as well as existing customers rotating to more comprehensive offerings, raising average selling prices. Based on its need to maintain a highly efficient machine-based operating model, S&P expects it to generate EBITDA margins of about 47% over the coming year, which is slightly lower than the expected margin of approximately 48% in 2020, and lower than the mid-50% margin it posted in 2019. The lower profitability is attributed to increased investments for additional platform enhancements and incremental costs related to running a public company. S&P also expects ZoomInfo to increase some operating expenses as it expands its geographic base, looking to international markets for continued growth. S&P also expects the company to generate free operating cash flow (FOCF) of $230 million over the coming year driven by its strong growth and $10 million reduction in its interest expense, which will increase its FOCF-to-debt ratio to the low-30% area. Furthermore, ZoomInfo's cash balance of $300 million and solid FOCF generation will provide it with capacity for acquisitions without stressing its balance sheet if management finds an attractive target. Financial policy continues to be the main constraint for the rating as TA Associates and the Carlyle Group account for over half of the company's shareholder base. S&P expects its financial sponsors to decrease their equity positions over the coming year. S&P said, "The stable outlook on ZoomInfo reflects our expectation that the company will organically increase its revenue by the mid-30% area and proportionally expand its EBITDA base such that its leverage declines to the mid-2x area by the end of 2021. Our forecast does not incorporate any large acquisitions or shareholder returns." "We would consider raising our rating on ZoomInfo if it exhibits consistent organic revenue growth while maintaining high profitability such that its leverage declines to, and remains substantially below, 4x. We would also look for its private-equity owners to relinquish the majority of their stake over the medium term before raising our rating." "Although unlikely, we could lower our rating on ZoomInfo if its leverage approaches 5x. This could occur if a deterioration in the company's data accuracy rates or business operations leads to material customer losses or declining profitability." [*] 5th Cir. to Weigh Make-Whole Premiums Enforceability in Ch. 11 ------------------------------------------------------------------ Cameron Fee, Evan Hill and Lisa Laukitis of Skadden, Arps, Slate, Meagher & Flom LLP wrote an article on JDSupra titled "Fifth Circuit To Weigh Enforceability of Make-Whole Premiums in Chapter 11." A recent bankruptcy case now on appeal is being closely watched for the significant economic repercussions it could have on debtors and creditors alike. On October 26, 2020, in In re Ultra Petroleum Corp., the U.S. Bankruptcy Court for the Southern District of Texas held that the debtor must pay (1) the make-whole premium owed under its debt documents and (2) post-petition interest at the contractual default rate. The decision represents the latest foray by a bankruptcy court into two disputed areas of law that can materially impact creditor recoveries as well as a debtor's flexibility in confirming a plan of reorganization. If it withstands appeal in the U.S. Court of Appeals for the Fifth Circuit, Ultra will represent a victory for sophisticated creditors and will become a significant consideration for prospective debtors when evaluating their optimal filing venue. Background Ultra Petroleum Corporation is an oil and gas exploration and production company. Between 2008 and 2010, Ultra Resources, Inc. — Ultra Petroleum’s operating subsidiary — issued $1.46 billion of unsecured notes under a note purchase agreement and borrowed another $999 million under a revolving credit facility. After a precipitous decline in oil prices, on April 29, 2016, Ultra Petroleum and certain of its affiliates (collectively, the "Debtors") filed for Chapter 11 in the Bankruptcy Court. During the pending bankruptcy, oil prices rebounded to such a degree that the Debtors became "massively solvent." As a result, the Debtors proposed a plan to pay the creditors under the notes agreement and revolving credit facility (together, the "Funded Debt Creditors") the "outstanding principal owed on those obligations, pre-petition interest at a rate of 0.1%, and post-petition interest at the federal judgment rate." The Debtors argued that this treatment would pay the Funded Debt Creditors in full, leaving them unimpaired and unable to vote on the reorganization plan. If it withstands appeal, Ultra will represent a victory for sophisticated creditors and will become a significant consideration for prospective debtors when evaluating their optimal filing venue. The Funded Debt Creditors objected, arguing that they were impaired because the plan did not provide for payment of the make-whole amount and post-petition interest at the contractual default rate. Under the notes agreement, filing for bankruptcy was an event of default, which entitled the noteholders to the make-whole amount and default interest. The revolving credit facility did not contain a make-whole premium but did require default interest upon filing for bankruptcy. The amounts at stake were significant. The Funded Debt Creditors claimed that the make-whole amount was $201 million and post-petition interest totaled $186 million. On September 21, 2017, the Bankruptcy Court issued an opinion allowing the make-whole amount and post-petition interest at the default rates. The Bankruptcy Court reasoned that, to be unimpaired, the Funded Debt Creditors must be paid everything they are owed under state law, even if such payments are otherwise disallowed by the Bankruptcy Code. Following a direct appeal by the Debtors, the Fifth Circuit reversed and remanded to the Bankruptcy Court to decide the appropriate post-petition interest rate and whether the Bankruptcy Code disallows the make-whole amount. Bankruptcy Court's Remand Decision On remand, the Bankruptcy Court considered two principal questions: first, whether the make-whole amount was disallowed under the Bankruptcy Code because it constituted unmatured interest; and second, whether the "solvent-debtor exception" exists such that a solvent debtor must pay unimpaired, unsecured creditors post-petition interest at the contractual rate. Make-Whole Amount Issue The Bankruptcy Court held that the make-whole amount represented liquidated damages, not unmatured interest. Resorting to the ordinary meaning of the term "interest," the court determined that interest means consideration for the "use or forbearance of another's money accruing over time." The make-whole amount compensates the noteholders for any actual loss suffered due to prepayment of the notes -- namely, the cost of reinvesting in a less favorable market — and not for the use or forbearance of the noteholders' money. The court observed that, unlike interest, the make-whole amount is a one-time payment that fixes the noteholders’ damages at the time of prepayment and does not accrue over time. In rejecting the Debtors' argument that the make-whole amount was the economic equivalent of unmatured interest, the Bankruptcy Court concluded that a mere reference in a make-whole formula to interest rates does not convert it into the economic equivalent of interest. The make-whole amount was not directly tied to the interest that would have been owed under the notes agreement absent prepayment. Based on the make-whole amount formula, if the "market was substantially more favorable at the time of prepayment, the Make-Whole Amount could equal zero dollars." The make-whole amount therefore approximates the noteholders' damages based on the timing of the prepayment and the applicable reinvestment rate. Because the make-whole amount constituted liquidated damages, not unmatured interest, it was not disallowed under the Bankruptcy Code. Consequently, the Debtors had to pay the make-whole amount in full. Solvent-Debtor Exception Issue The Bankruptcy Court held that the solvent-debtor exception exists and therefore requires the Debtors to pay post-petition interest at the contractual default rate. The court offered both historical and equitable support for this conclusion: The solvent-debtor exception has been widely recognized for centuries, including after the enactment of the Bankruptcy Code, and nothing in the legislative history or the Bankruptcy Code "suggests that Congress intended to defang the solvent-debtor exception." Additionally, the Bankruptcy Court reasoned that the rationale for this exception is rooted in sound equitable principles: A solvent debtor should pay its debts in full before distributing value to shareholders. And to pay a creditor in full, a debtor must pay what is owed under its contractual arrangement with a creditor. Barring unimpaired, unsecured creditors of a solvent debtor from receiving their bargained-for interest would allow a debtor's shareholders "to realize an unjust windfall." Thus, to leave the Funded Debt Creditors unimpaired, the Bankruptcy Court concluded that the Debtors must pay post-petition interest at the default rate as provided for under the notes agreement and revolving credit facility. Implications In light of the Ultra decision, a company contemplating a bankruptcy filing should closely consider whether the Southern District of Texas is the optimal venue if, under its debt documents, a make-whole premium is owed to its unsecured (or undersecured) creditors upon filing for bankruptcy. The Bankruptcy Court endorsed a narrow view of unmatured interest and its economic equivalents; seemingly, under the Ultra decision, it is hard to envisage a make-whole premium that would qualify as unmatured interest (and therefore would not have to be paid by a debtor). However, it bears noting that the Ultra decision rests on a careful analysis of the contractual make-whole language at issue. For example, the Bankruptcy Court emphasized that the make-whole amount was a liquidated damages provision crafted to compensate the noteholders for the cost of reinvesting the prepaid principal at the time of prepayment. Depending on prevailing market interest rates, the make-whole amount could have resulted in no payment at all. There is no guarantee that a make-whole payment that lacks these features will be treated in the same manner. Moreover, the make-whole amount in Ultra was triggered by the event of default that occurred when the Debtors filed for Chapter 11, not a prepayment or optional redemption in advance of maturity. This drafting distinction is significant and allowed the noteholders to avoid the issue that disqualified the make-whole payment in the U.S. Court of Appeals for the Second Circuit's 2017 In re MPM Silicones, LLC decision, which held that because maturity accelerated to the petition date upon a Chapter 11 filing, the debt could not be prepaid or redeemed. The final resolution of the Ultra make-whole premium dispute is far from complete. The Fifth Circuit issued a decision in January 2019 that, while later withdrawn, is noteworthy because it conflicts with the Ultra decision. In it, the Fifth Circuit signaled that make-whole premiums owed to unsecured creditors are, as a matter of law, disallowed under the Bankruptcy Code. How the Fifth Circuit will view the make-whole issue when it returns in the coming year remains to be seen. [*] B. Riley Named Atlas' Turnaround Consulting Firm of the Year ---------------------------------------------------------------- B. Riley Advisory Services, a leading provider of specialty financial consulting services and solutions and subsidiary of B. Riley Financial (NASDAQ: RILY) ("B. Riley"), on Jan. 27, 2021, announced that it was named Middle Market Turnaround Consulting Firm of the Year for its outstanding leadership in restructuring. The firm was also awarded in several individual deal categories at the 12th Annual Turnaround Atlas Awards hosted by Global M&A Network. Ian Ratner, Co-Chief Executive Officer of B. Riley Advisory Services said, "We are extremely proud and honored to receive the 2020 Atlas Award for Turnaround Consulting Firm of the Year. This achievement validates B. Riley's position as a global restructuring leader and recognizes the deep trust our clients place in us to help navigate their most complex, mission-critical strategic objectives. We could not be more excited to celebrate this accomplishment with our colleagues, valued clients and trusted partners." In addition to its recognition as Turnaround Consulting Firm of the Year, B. Riley received awards for its respective roles in the following bankruptcy and restructuring matters. Power & Utilities Restructuring of the Year (Mid-Market) B. Riley served as financial advisor to Agera Energy, a power and gas retail energy provider, throughout its Chapter 11 restructuring process in the Southern District of New York, ultimately facilitating the successful sale of its assets. The engagement was led by Tom Buck and Wayne Weitz. Special Situation M&A Deal of the Year (Mid-Market) B. Riley served as financial advisor to the Official Committee of Unsecured Creditors in the Aceto Pharmaceuticals Chapter 11 bankruptcy in the District of New Jersey and related sale of its chemical business and pharma assets. The engagement was led by Joe Pegnia, Mark Shapiro and Tom Buck, and resulted in a material recovery for unsecured creditors. Energy Services Restructuring of the Year (Mid-Market) B. Riley served as financial advisor to the Official Committee of Unsecured Creditors in Shale Support's Chapter 11 in the Southern District of Texas. The manufacturer of proppant sand for the fracking industry successfully reorganized in under four months, ultimately preserving recovery for unsecured creditors. The engagement was led by Scott Van Meter, Mark Shapiro and Wayne Weitz. B. Riley's experienced team of professionals has played a critical role in complex bankruptcy, fiduciary and restructuring assignments all over the U.S. This senior-led team of advisors applies absolute focus on assignment execution to every matter -- no matter how big or small. To learn more about B. Riley Advisory Services restructuring and turnaround management capabilities, visit B Riley's Web site. About B. Riley Advisory Services B. Riley Advisory Services -- http://www.brileyfin.com/-- is a leading provider of specialty financial consulting services and solutions to address complex business problems and board-level agenda items. B. Riley serves as a trusted advisor to lenders, law firms, private equity sponsors and companies of all types on business challenges such as planning and executing a major acquisition or divestiture, pursuing a fraud investigation or corporate litigation, or managing through a business crisis or bankruptcy. The firm offers a unique mix of valuation and appraisal services including asset-based lending (ABL) valuations, restructuring and turnaround management, forensic accounting and litigation support and transaction support services including due diligence and quality of earnings reviews. B. Riley Advisory Services is a subsidiary of B. Riley Financial, Inc. (NASDAQ: RILY). B. Riley Financial provides collaborative financial services solutions tailored to fit the capital raising, business, operational, and financial advisory needs of its clients and partners. B. Riley operates through several subsidiaries which offer a diverse range of complementary end-to-end capabilities spanning investment banking and institutional brokerage, private wealth and investment management, corporate advisory, restructuring, due diligence, forensic accounting, litigation support, appraisal and valuation, and auction and liquidation services. Certain registered affiliates of B. Riley originate and underwrite senior secured loans for asset-rich companies. B. Riley also makes proprietary investments in companies and assets with attractive return profiles. B. Riley refers to B. Riley Financial and/or one or more of its subsidiaries or affiliates. For more information about B. Riley's affiliated companies, visit www.brileyfin.com/platform [*] John Castellano Named American College of Bankruptcy Fellow --------------------------------------------------------------- AlixPartners, on Jan. 27, 2021, disclosed that John Castellano, Managing Director in the Turnaround & Restructuring Services (TRS) practice, has been named Fellow of the American College of Bankruptcy. The fellowship recognizes individuals for their professional excellence and their exceptional contributions to the bankruptcy and insolvency practice. The class of 37 new Fellows will be inducted in the 32nd Class of the College later this year. Criteria for selection as a Fellow of the College include: the highest standards of professionalism, ethics, character, integrity, professional expertise and leadership contributing to the enhancement of bankruptcy and insolvency law and practice; sustained evidence of scholarship, teaching, lecturing or writing on bankruptcy or insolvency; community service; and commitment to elevate knowledge and understanding of the profession and public respect for the practice. Mr. Castellano began his career at AlixPartners in 1998. He specializes in implementing business transformations and has served in senior management positions in turnarounds, such as Chief Executive Officer, Chief Restructuring Officer, and Chief Financial Officer. John has extensive experience in the energy, oil & gas, and infrastructure industries, with expertise in business plan development, contingency planning, and creditor negotiations. He has been involved in high profile restructurings and transformations, including McDermott International, LTD., Noble Corporation, and Calpine Corporation. "We congratulate John on this prestigious and well-deserved honor," said Jim Mesterharm, Managing Director and Head of AlixPartners' TRS practice in the Americas. "John is the consummate professional who has for more than 20 years guided our clients through complex and challenging issues always demonstrating the highest standards of integrity and leadership." About AlixPartners AlixPartners -- http://www.alixpartners.com/-- is a results-driven global consulting firm that specializes in helping businesses successfully address their most complex and critical challenges. Its clients include companies, corporate boards, law firms, investment banks, private equity firms, and others. Founded in 1981, AlixPartners is headquartered in New York and has offices in more than 20 cities around the world. [^] BOOK REVIEW: Macy's for Sale -------------------------------- Author: Isadore Barmash Paperback: 180 pages List price: $34.95 Review by Henry Berry Order your personal copy today at http://www.beardbooks.com/beardbooks/macys_for_sale.html Isadore Barmash writes in his Prologue, "This book tells the story of Macy's managers and their leveraged buyout, the newest and most controversial device in the modern financial armament" when it took place in the 1980s. At the center of Barmash's story is Edward S. Finkelstein, Macy's chairman of the board and chief executive office. Sixty years old at the time, Finkelstein had worked for Macy's for 35 years. Looking back over his long career dedicated to the department store as he neared retirement, Finkelstein was dismayed when he realized that even with his generous stock options, he owned less than one percent of Macy's stock. In the years leading up to his unexpected, bold takeover, Finkelstein had made over Macy's from a run-of-the-mill clothing retailer into a highly profitable business in the lead of the lucrative and growing fashion and "lifestyle" field. To aid him in accomplishing the takeover and share the rewards with him, Finkelstein had brought together more than three hundred of Macy's top executives. To gain his support for his planned takeover, Finkelstein told them, "The ones who have done the job at Macy's are the ones who ought to own Macy's." Opposing Finkelstein and his group were the Straus family who owned the lion's share of Macy's and employees and shareholders who had an emotional attachment to Macy's as it had been for generations, "Mother Macy's" as it was known. But the opponents were no match for Finkelstein's carefully laid plans and carefully cultivated alliances with the executives. At the 1985 meeting, the shareholders voted in favor of the takeover by roughly 80%, with less than 2% opposing it. The takeover is dealt with largely in the opening chapter. For the most part, Barmash follows the decision making by Finkelstein, the reorganization of the national company with a number of branches, the activities of key individuals besides Finkelstein, Macy's moves in the competitive field of clothing retailing, and attempts by the new Macy's owners led by Finkelstein to build on their successful takeover by making other acquisitions. Barmash allows at the beginning that it is an "unauthorized book, written without the cooperation of the buying group." But as he quickly adds, his coverage of Macy's as a business journalist and his independent research for over a year gave him enough knowledge to write a relevant and substantive book. The reader will have no doubt of this. Barmash's narrative, profiles of individuals, and analysis of events, intentions, and consequences ring true, and have not been contradicted by individuals he writes about, subsequent events, or exposure of material not public at the time the book was written. First published in 1989, the author places the Macy's buyout in the context of the business environment at the time: the aggressive, largely laissez-faire, Reagan era. Without being judgmental, the author describes how numerous corporations were awakened from their longtime inertia, while many individuals were feeling betrayed, losing jobs, and facing uncertain futures. Isadore Barmash, a veteran business journalist and author, was associated with the New York Times for more than a quarter-century as business-financial writer and editor. He also contributed many articles for national media, Reuters America, and the Nihon Kenzai Shimbun of Japan. He has published 13 books, including a novel and is listed in the 57th edition of Who's Who in America. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2021. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***