/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/210202.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, February 2, 2021, Vol. 25, No. 32 Headlines 3804 WILSON: Seeks to Hire Tyler Bartl as Legal Counsel 558 VAN CORTLAND: JPMorgan Says Plan Facially Defective 730 OAKLAND: Seeks to Hire Tyler Bartl as Legal Counsel ACCO BRANDS: Moody's Completes Review, Retains Ba3 CFR ADAM S. DASH: $970K Rush Sale of Miami Beach Property Approved AIRPORT VAN: Taps Joel Glaser as Special Litigation Counsel AND INK 1: Davenport Buying Knoxville Property for $1.7 Million ANDREW HUN KIM: Letters Buying Clarksburg Property for $495K ASTON CUSTOM: Case Summary & 14 Unsecured Creditors BBGI US: Unsecureds to Recover 1.6% to 4.1% in Amended Joint Plan BCPE EMPIRE: Moody's Completes Review, Retains B3 CFR BELK INC: Moodyd's Lowers CFR to Ca Following RSA Announcement BELK INC:Moody's Downgrades CFR to CA as Plan Deal Entered BIG RIVER: Moody's Hikes Secured Debt to B3 & Withdraws Caa1 CFR BL RESTAURANTS: Unsecureds to Recover 2% to 5% in Liquidating Plan BRINK'S COMPANY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable BROOKS BROTHERS: FedEx Corporate Steps Down as Committee Member BY CHLOE: Celebrity Chef Coscarelli Wins Legal Battle vs. ESquared CALIFORNIA TRANSPORT: Seeks to Hire Frances Hoit as Counsel CALLAWAY GOLF: Moody's Completes Review, Retains B1 CFR CASA DE LAS INVESTMENTS: Case Summary & 8 Unsecured Creditors CD&R SMOKEY: Moody's Completes Review, Retains B2 CFR CENTRO GROUP: Liquidating Trustee Taps Kozyak Tropin as Counsel CHAMP ACQUISITION: Moody's Completes Review, Retains B2 Rating CHRISTOPHER & BANKS: Seeks to Hire Cole Schotz as Legal Counsel CICI'S HOLDINGS: Feb. 3 Deadline Set for Panel Questionnaires CITADEL SECURITIES: Debt Upsize No Impact on Moody's Ba1 Rating COMPASS GROUP: Moody's Completes Review, Retains Ba3 Rating CONAGRA BRANDS: Moody's Affirms Ba2 Subordinated Debt Rating CONNEAUT LAKE PARK: Court OKs Keldon-Led Auction for March 2 CONTURA ENERGY: CEO to Forfeit Equity-Based Awards CORELLE BRANDS: Moody's Completes Review, Retains Ba3 CFR CPI CARD: Jorg Schneewind Quits as Director CYTODYN INC: Signs Warrant Exercise Inducement Agreements DANIEL C. HERVERT: Connelleys Buying Ashton House for $28.5K DEMETRIOS ESTIATORIO: Gets Court Approval to Hire Accountant DESOTO HOLDING: March 17 Disclosure Statement Hearing Set DETROIT WORLD: Case Summary & 3 Unsecured Creditors DIAMOND OFFSHORE: Unsecureds Unimpaired in Debt-for-Equity Plan DIGIPATH INC: Incurs $2.3 Million Net Loss in Fiscal 2020 DIOCESE OF CAMDEN: London Maket Insurers Say Plan Unconfirmable DIOCESE OF CAMDEN: Tort Committee Says Plan Can't Be Confirmed DIOCESE OF CAMDEN: Trade Committee Says Disclosures Inadequate DR. PROCTOR: Disclosure Statement Hearing Reset to March 16 EDWARD DON: Moody's Completes Review, Retains B3 CFR EMPYREAN FINANCIAL: Case Summary & 5 Unsecured Creditors ENKOGS1, LLC: Seeks Use of Cash Collateral FARM-RITE: Wins Cash Collateral Access Thru Feb. 16 FDZ HOMES: Sets Overbidding Procedures for Los Angeles Property FIREBALL REALTY: Has Access to Primary Bank's Cash Thru April 30 FTE NETWORKS: GS Capital Demands Immediate Payment of $1.98 Million FURNITURE LAND: Best Price Buying Kissimmee Property for $1.64M GENESIS HEALTHCARE: May Use IRS Cash Collateral Thru March 10 GLOBAL EAGLE: Working on Closing of Wifi Biz. Sale by March GLOBAL HEALTHCARE: Terminates Leases on 2 Georgia Nursing Homes GREEN ISLAND: Moody's Completes Review, Retains Ba1 Rating GREYLOCK CAPITAL: Case Summary & 9 Unsecured Creditors GREYLOCK CAPITAL: Distressed-Debt Investor Files for Chapter 11 GRIFFON CORP: Moody's Completes Review, Retains B1 CFR GULF STATES TRANSPORTATION: March 2 Plan Confirmation Hearing Set GUNSMOKE LLC: Creditors OK to Cash Collateral Access Thru March 6 HAWAIIAN HOLDINGS: Units to Offer $1.2 Billion Senior Secured Notes HAYWARD INDUSTRIES: Moody's Completes Review, Retains B3 Rating HERTZ CORP: Seeks to Expand Scope of Ernst & Young's Services HILLMAN GROUP: Moody's Reviews B3 CFR for Upgrade Following Merger IMAGINE PRINT: Moody's Lowers PDR to D-PD on Debt Restructuring INTERFACE INC: Moody's Completes Review, Retains Ba3 CFR INTERSTATE COMMODITIES: $570K Cash Sale of Troy Property Approved INTERSTATE COMMODITIES: Sale/Scrapping Procedures for Railcars OK'd J AND H CONSTRUCTION: Trustee Taps Thompson Burton as Counsel J.C. PENNEY: Liquidating Sequim, WA Store After 26 Years JACOBSON HOTELS: Trustee Selling Shenandoah Property for $3.4M Cash JAMCO SERVICES: Gets OK to Hire EGK Financial as Accountant JEFFERIES FINANCE: Moody's Alters Outlook on Ba3 CFR to Stable KLAUSNER LUMBER TWO: Committee Taps Armstrong Teasdale as Counsel KNOTEL INC: Case Summary & 30 Largest Unsecured Creditors KNOTEL INC: Files for Chapter 11 to Pursue Quick Sale KNOTEL INC: Newmark Is Lead Bidder & DIP Lender LARRY FREDERICK: Selling Martinsburg Properties for $2.95 Million LIBBEY GLASS: Moody's Completes Review, Retains B3 CFR LIFE TIME: Moody's Rates New $475MM Unsecured Notes Due 2026 'Caa3' LIFETIME BRANDS: Moody's Completes Review, Retains B2 CFR LONGVIEW POWER: Moody's Rates $40MM Exit Loan Facility 'Caa1' MARRIOTT OWNERSHIP: Welk Deal No Impact on Moody's Ba3 Rating MICHAEL F. RUPPE: Cueva Buying Property in Dover for $334.9K N & B MANAGEMENT: Trustee Selling Forest Hills Property for $45K NCR CORP: Moody's Affirms B2 CFR on Cardtronics Acquisition NEWELL BRANDS: Moody's Completes Review, Retains Ba1 CFR PBS BRAND: Secured Lender CrowdOut Capital Offers to Buy All Assets PBS BRAND: Seeks Feb. 8 Hearing on All Assets Sale to CrowdOut PERSPECTA INC: Fitch Puts 'BB+' LongTerm IDR on Watch Negative PETSMART INC: Moody's Affirms B2 CFR & Rates Secured Term Loan B1 POLYCONCEPT NORTH: Moody's Completes Review, Retains B3 Rating PRESIDIO DEVELOPMENT: Seeks to Hire Michael Jay Berger as Counsel PRETIUM PKG: Moody's Affirms B3 CFR & Cuts Secured Term Loan to B3 REALOGY GROUP: Extended Term Loan A No Impact on Moody's B2 CFR RECESS HOLDINGS: Moody's Completes Review, Retains B3 Rating RENAISSANCE HOLDING: Moody's Completes Review, Retains B3 CFR RESIDEO FUNDING: Moody's Hikes CFR to Ba3 & Rates New Loans Ba2 ROBERT ALLEN: UST Says Time for Objections Inadequate ROSEGARDEN HEALTH: Cash Collateral Access OK'd Thru Feb. 16 ROUGH COUNTRY: Moody's Affirms B2 CFR, Outlook Stable RWDT FOODS: To Apply for PPP-2 Loans to Pay Claims in Plan SCHWEITZER-MAUDUIT INT'L: Moody's Reviews Ba3 CFR for Downgrade SEVEN AND ROSE: Listing Price Cut to $3.51M to Stimulate Activity SHINKUCASI LLC: Seeks to Hire Stichter Riedel as Legal Counsel SIWF HOLDINGS: Moody's Completes Review, Retains B3 Rating SOUTHERN FOODS: Assets Sold; To Seek Plan Approval March 17 SOUTHERN FOODS: Sydney Alphonse Opposes Disclosure Statement SPECIALTYCARE INC: Moody's Affirms B2 CFR, Alters Outlook to Stable SPECTRUM BRANDS: Moody's Completes Review, Retains B1 CFR SPEEDCAST INT'L: Court Enters Plan Confirmation Order SPEEDCAST INT'L: Unsecureds to Get Share of Litigation Trust SPENCER SPIRIT: Moody's Hikes CFR to B1 & Alters Outlook to Stable SRAM LLC: Moody's Completes Review, Retains B1 CFR ST ANNE'S RETIREMENT: Fitch Affirms BB+ on 2020/2021 Revenue Bonds STANLEY-TRAFTON: Addresses Underwood-Briskin Disclosures Objection STEPS AMERICA: Seeks to Hire Eric A. Liepins as Counsel STONEMOR INC: Moody's Upgrades CFR to Caa1 on Revenue Growth SUMMIT GAS: Gets OK to Hire Ken McCartney as Co-Counsel TAILORED BRANDS: Seeks to Hire CBRE Inc. as Real Estate Broker TEMPO ACQUISITION: Moody's Puts B2 CFR Under Review for Upgrade TEMPUR SEALY: Moody's Completes Review, Retains Ba3 CFR THUNDER RAIN: Case Summary & 4 Unsecured Creditors TIGER OAK: Seeks Use of Cash Collateral Thru Feb. 4 TIMPANO ACQUISITION: Seeks to Hire Shraiberg Landau as Counsel TIRES DIRECT: Case Summary & 18 Unsecured Creditors TIVITY HEALTH: Moody's Hikes CFR to B2 Following Debt Paydown TMK HAWK: Moody's Completes Review, Retains Caa2 Rating TOYS 'R' US: Closes Its Last 2 US Stores A Year After Opening TTK RE ENTERPRISE: Khans Buying Atlantic City Property for $190K U.S. OUTDOOR: Subchapter V Plan Confirmed by Judge UNIMEX CORPORATION: Seeks Court Approval to Hire Accountant VALARIS PLC: Fine-Tunes Plan Ahead of Feb. 11 Hearing VISTA OUTDOORS: Moody's Hikes CFR to B1 Following Debt Repayment WALDEN PALMS: Gets OK to Hire Winderweedle as Special Counsel WAXELENE INC: U.S. Trustee Unable to Appoint Committee WC HIRSHFELD: Says Noteholder Oversecured, Has 100% Plan WEBER-STEPHEN PRODUCTS: Moody's Completes Review WHITE CAP: Moody's Affirms B2 CFR & Alters Outlook to Negative WILLCO X DEVELOPMENT: Wants 30-Day Extension for Plan Disclosures YOUNGEVITY INTERNATIONAL: Negotiating Forbearance Agreements YVONNE LLC: Seeks to Hire Johnson Law as Legal Counsel ZACHAIR LTD: Seeks Court Approval to Hire O'Malley Miles ZARGON OIL: Completes Canadian Bankruptcy Reorganization [*] Bankruptcy Filings Down 29.7% in 2020 Despite Pandemic [^] Large Companies with Insolvent Balance Sheet ********* 3804 WILSON: Seeks to Hire Tyler Bartl as Legal Counsel ------------------------------------------------------- 3804 Wilson Boulevard LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Tyler, Bartl & Ramsdell, P.L.C. as its legal counsel. The firm's services will include: (a) assisting in the preparation of bankruptcy schedules and related forms; (b) representing the Debtor at the creditors' meetings; (c) advising the Debtor of its duties and responsibilities under the Bankruptcy Code; (d) assisting in preparing monthly financial forms; (e) analyzing cash flow and financial matters; (f) advising the Debtor in connection with executory contracts; (g) drafting documents to reflect agreements with creditors; (h) resolving motions for relief from stay and adequate protection; (i) negotiating to obtain financing and use of cash collateral as necessary; (j) determining whether reorganization, dismissal or conversion is in the best interests of the Debtor and its creditors; (k) working with creditors' committee and other counsel, if any; (l) working on any disclosure statement and plan of reorganization; and (m) handling other matters that arise in the normal course of administration of the Debtor's bankruptcy estate. The firm will charge the Debtor at the rate of $450 per hour for bankruptcy services rendered and will seek reimbursement for out-of-pocket expenses incurred. Tyler Bartl is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Steven B. Ramsdell, Esq. Tyler, Bartl & Ramsdell, P.L.C. 300 N. Washington St., Suite 310 Alexandria, VA 22314 Tel: (703) 549-5003 About 3804 Wilson Boulevard 3804 Wilson Boulevard LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). 3804 Wilson Boulevard filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Court (Bankr. E.D. Va. Case No. 21-10039) on Jan. 12, 2021. Raymond C. Schupp, managing member, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Steven B. Ramsdell, Esq. at Tyler, Bartl & Ramsdell, P.L.C., serves as the Debtor's counsel. 558 VAN CORTLAND: JPMorgan Says Plan Facially Defective ------------------------------------------------------- Secured Creditor JPMorgan Chase Bank, National Association objects to the Disclosure Statement describing Chapter 11 Plan filed by Debtor 558 Van Cortland LLC. Secured Creditor JPMorgan holds a perfected mortgage on Debtor's real property; the property commonly known as 299 Ocean Avenue, Jersey City, New Jersey 07305. Both the Disclosure Statement and Plan propose bifurcation and reclassification of Secured Creditor's lien into a secured claim in the amount of $250,000 and unsecured claim in the amount of $660,212. JPMorgan claims that the Disclosure Statement fails to adequately address funding and feasibility of the Plan. It simply states that Mr. D. Goldman is committed to making contributions to the Debtor and does not address future cash flow of the Debtor. JPMorgan points out that the Plan is facially defective. The Plan indicates that the lien held by Secured Creditor is to be treated as unsecured as it is listed only in section D, part 3 of the Plan as a general unsecured creditor. Debtor fails to properly address the secured portion of the loan, even with its suspect valuation as the basis for the proposed bifurcation of Secured Creditor's lien. JPMorgan asserts that the Debtors are proposing to modify the terms of Secured Creditor's loan and discharge a significant portion of the unsecured lien through the Plan. Clearly, such proposed treatment of the loan amounts to a drastic modification of the Borrowers' obligations, who are not debtors in the instant case. JPMorgan further asserts that the Debtor is seeking to bifurcate Secured Creditor's lien. The Disclosure Statement and Plan provide for payment only 3.00% of the unsecured portion of the bifurcated claim. JPM believes this is a clear violation of the absolute priority rule because Secured Creditor will receive less than the allowed amount of its claim while the Debtor retains its ownership interest in the business. A full-text copy of JPMorgan's objection dated Jan. 21, 2021, is available at https://bit.ly/3r10k2r from PacerMonitor.com at no charge. Attorneys for Secured Creditor: McCalla Raymer Leibert Pierce, LLC Phillip A. Raymond, Esq. 420 Lexington Avenue, Suite 840 New York, NY 10170 Phone: 732-692-6872 NY_ECF_Notices@McCalla.com About 558 Van Cortland 558 Van Cortland LLC is in the business of purchasing distressed real property, renovation and neighborhood preservation. The Company was incorporated by Mr. Dov Goldman. Mr. Goldman has been a successful real estate developer in the Jersey City area bringing dilapidated and deteriorating properties back to life, stopping urban blight and upgrading neighborhoods and maintaining property values. 558 Van Cortland LLC, based in Spring Valley, NY, filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 19-23876) on Oct. 23, 2019. In the petition signed by Dov Goldman, member, the Debtor was estimated to have $500,000 to $1 million in assets and $1 million to $10 million in liabilities. The Hon. Robert D. Drain oversees the case. Linda Tirelli, Esq., at Tirelli Law Group LLC, serves as bankruptcy counsel to the Debtor. 730 OAKLAND: Seeks to Hire Tyler Bartl as Legal Counsel ------------------------------------------------------- 730 Oakland LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Tyler, Bartl & Ramsdell, P.L.C. as its legal counsel. The firm's services will include: (a) assisting in the preparation of bankruptcy schedules and related forms; (b) representing the Debtor at the creditors' meetings; (c) advising the Debtor of its duties and responsibilities under the Bankruptcy Code; (d) assisting in preparing monthly financial forms; (e) analyzing cash flow and financial matters; (f) advising the Debtor in connection with executory contracts; (g) drafting documents to reflect agreements with creditors; (h) resolving motions for relief from stay and adequate protection; (i) negotiating to obtain financing and use of cash collateral as necessary; (j) determining whether reorganization, dismissal or conversion is in the best interests of the Debtor and its creditors; (k) working with creditors' committee and other counsel, if any; (l) working on any disclosure statement and plan of reorganization; and (m) handling other matters that arise in the normal course of administration of the Debtor's bankruptcy estate. The firm will charge the Debtor at the rate of $450 per hour for bankruptcy services rendered and will seek reimbursement for out-of-pocket expenses incurred. Tyler Bartl is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: Steven B. Ramsdell, Esq. Tyler, Bartl & Ramsdell, P.L.C. 300 N. Washington St., Suite 310 Alexandria, VA 22314 Tel: (703) 549-5003 About 730 Oakland 730 Oakland LLC classifies its business as single asset real estate (as defined in 11 U.S.C. Section 101(51B)). 730 Oakland filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 21-10040) on Jan. 12, 2021. Raymond C. Schupp, managing member, signed the petition. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Steven B. Ramsdell, Esq., at Tyler, Bartl & Ramsdell, P.L.C. serves as the Debtor's counsel. ACCO BRANDS: Moody's Completes Review, Retains Ba3 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of ACCO Brands Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. ACCO Brands' Ba3 Corporate Family Rating reflects its good scale, product diversification within office/school products, and solid geographic diversification. The rating also incorporates the cyclicality and the mature nature of the office and school supplies industry. The majority of ACCO's sales are tied to discretionary consumer spending, which would be negatively impacted by a contraction of the economy. The remainder is driven by business spending, which is also subject to cyclicality. Mitigating these factors is ACCO's solid market position within the office supply product categories, solid free cash flow, and good liquidity. Moody's also considers ACCO's high relevance to its largest customers as one of only a few global suppliers of office products as a favorable credit factor. The principal methodology used for this review was Consumer Durables Industry published in April 2017. ADAM S. DASH: $970K Rush Sale of Miami Beach Property Approved -------------------------------------------------------------- Judge Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida authorized Adam S. Dash's sale of the real property located at 630 79th Street, in Miami Beach, Florida, to Alberto B. Mendoza and Jon Condell for $970,000 on expedited basis. The Debtor's proposed sale of the Property free and clear of all liens, claims and encumbrances is Denied. The Jan. 5, 2020 Payoff Letter from Shellpoint to Adam Dash is approved as set forth in the Order. With respect to the sale of the Debtor's property located at 630 70th Street, Miami Beach, FL 33141, otherwise described as Property Tax ID# 02-32-02-007-2220, the closing agent/escrow agent is authorized and directed to pay $698,869 to Shellpoint on behalf of The Bank of New York Mellon, formerly known as the Bank of New York, as Trustee for the Certificate Holders of the CWALT, INC., Alternative Loan Trust 2007-HY6 Mortgage Pass-Through Certificates, Series 2007-HY6 ("BNYM"). Upon the payment of such funds, the property located at 630 Property will be free and clear of any lien, claim and interest of BNYM and/or Shellpoint and BNYM and/or Shellpoint will file a satisfaction thereof in the public records of Miami-Dade County, Florida, as may be otherwise directed by the closing agent. Within seven days of the closing of the sale of the 630 Property, BYNM and/or Shellpoint will deposit into the court registry the sum of $94,134 from the proceeds of the $698,869, which represents the amounts disputed by the Debtor of the sums claimed to be due by Shellpoint and/or BNYM. The Court reserves jurisdiction to resolve the Disputed Amounts disputed amounts by separate order and after notice and hearing. Adam S. Dash sought Chapter 11 protection (Bankr. S.D. Fla. Case No. 14-13785-LMI) on Feb. 18, 2014. The Court confirmed the Debtor's Second Amended Plan of Reorganization on Aug. 5, 2015. AIRPORT VAN: Taps Joel Glaser as Special Litigation Counsel ----------------------------------------------------------- Airport Van Rental, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Central District of California to employ Joel Glaser, APC as their special litigation counsel. The firm will render these services: (a) monitoring non-bankruptcy litigation matters and providing information regarding pre-bankruptcy business, litigation and other matters outside the scope of general bankruptcy counsel; (b) advising the Debtors on business and real estate matters; and (c) bringing and defending matters in the courts of the State of California and other states with the assistance of local counsel. The firm will be paid at these rates: Joel Glaser $250 per hour Law Clerks/Paralegal $150 per hour On or about Nov. 25, 2020, Glaser was paid a retainer of $50,000. As of the petition date, $49,501.63 of the retainer remains in the firm's client trust account. Joel Glaser, Esq., a principal at Joel Glaser APC, disclosed in court filings that the firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Joel Glaser, Esq. Joel Glaser, APC 11500 West Olympic Boulevard, Suite 400 Los Angeles, CA 90064 Tel: (310) 943-8005 Email: joel@glaserlaw.org About Airport Van Rental Airport Van Rental is a van rental company offering short and long-term rentals for road trips, weekend journeys, moving, and any other group outings. For more information visit, https://www.airportvanrental.com Airport Van Rental and its affiliates filed their voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Lead Case No. 20-20876) on Dec. 11, 2020. Yazdan Irani, president and chief executive officer, signed the petitions. At the time of the filing, Airport Van Rental disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their bankruptcy counsel, CSA Partners LLC as financial consultant, and Joel Glaser, APC as litigation counsel. Kevin S. Tierney is the Debtors' chief reorganization officer. AND INK 1: Davenport Buying Knoxville Property for $1.7 Million --------------------------------------------------------------- And Ink 1, LLC, asks the U.S. Bankruptcy Court for the Eastern District of Tennessee to authorize the sale of the real property consisting of a medical office building located at 1612 Downtown West Boulevard, in Knoxville, Tennessee, to John Davenport for $1.7 million. A hearing on the Motion is set for Feb. 18, 2021, at 10:00 a.m. The Property is secured by a first deed of trust to HomeTrust Bank for approximately $1,865,000. The sale will be free and clear of all liens, with the proceeds to attach to the appropriate liens. The property has been for sale for an extended period of time. A previous offer failed to close in June 2020. The Buyer has made the offer for $1.7 million, pursuant to their Contract. The closing is in 90 days from Jan. 27, 2021. The only contingency is the Veterans Administration approving the lease of the Property and clear title. The title is not expected to be an issue. Unless otherwise agreed, HomeTrust is the only creditor to receive payment from the sale. It is a single asset real estate case and the Debtor expects to move to dismiss the case upon the closing of the sale. A copy of the Contract is available at https://tinyurl.com/y5mk5x5b from PacerMonitor.com free of charge. The Purchaser: John Davenport P.O. Box 856 Jellico, TN 37762 E-mail: johndavenport9@icloud.com - and - Peter Medlyn OLIVER SMITH REALTY & DEVELOPMENT CO., INC. 7216 Wellington Drive # 1 Knoxville, TN 37919 E-mail: peter@oliversmithrealty.com About And Ink 1 LLC And Ink 1, LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). It is the owner of fee simple title to a medical building and office located at 1612 Downtown West Blvd., Knoxville, Tenn., valued at $1.86 million. And Ink 1 filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Case No. 20-31904) on Aug. 14, 2020. In the petition signed by Fran Incandela, member, Debtor disclosed $1,867,500 in assets and $1,903,749 in liabilities. Judge Suzanne H. Bauknight oversees the case. Tarpy Cox Fleishman & Leveille, PLLC is Debtor's legal counsel. ANDREW HUN KIM: Letters Buying Clarksburg Property for $495K ------------------------------------------------------------ Andrew Hun Kim asks the U.S. Bankruptcy Court for the District of Maryland to authorize the sale of the real property known as 23011 Birch Mead Road, in Clarksburg, Maryland, to Deborah Raissa Letter and Douglas Letter for $495,000. The Objection Deadline is Feb. 8, 2021. By Order entered Jan. 20, 2021, the Court authorized the Debtor to modify his confirmed Chapter 11 Plan to allow for the sale of the Property that was property of the bankruptcy estate. The Debtor has obtained a contract for sale of the Property. The sale of the Property will provide proceeds sufficient to pay all debts secured by present liens upon the Property, as required by the Court's Order entered Jan. 20, 2021, and will leave sufficient proceeds to pay the closing costs of the transaction and the balance of all that is required to be paid under the Debtor's modified Chapter 11 plan. Although his modified plan already provides for the sale of the Property, the Debtor anticipates that the escrow agent handling the sales transaction will require an Order of the Court authorizing the sale. Requesting such an Order is the primary purpose of the Motion. A copy of the Contract is available at https://tinyurl.com/y67ej2kx from PacerMonitor.com free of charge. Counsel for Debtor: David E. Lynn, Esq. 15245 Shady Grove Road, Suite 465 North Rockville, MD 20850 Telephone: (301) 255-0100 E-mail: davidlynn@verizon.net Andrew Hun Kim sought Chapter 11 protection (Bankr. D. Md. Case No. 12-16945-LSS) on April 13, 2012. ASTON CUSTOM: Case Summary & 14 Unsecured Creditors --------------------------------------------------- Debtor: Aston Custom Homes & Design, Inc. 2900 McKinnon, Suite 307 Dallas, TX 75215 Business Description: Aston Custom Homes & Design, Inc. -- http://www.astoncustomhome.com-- is a home design and construction company based in Dallas, Texas. The Company specializes in the reconstruction of historic homes. Chapter 11 Petition Date: February 1, 2021 Court: United States Bankruptcy Court Northern District of Texas Case No.: 21-30208 Judge: Hon. Stacey G. Jernigan Debtor's Counsel: Joyce W. Lindauer, Esq. JOYCE W. LINDAUER ATTORNEY, PLLC 1412 Main Street, Suite 500 Dallas, TX 75202 Tel: (972) 503-4033 E-mail: joyce@joycelindauer.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lonnie Johnson, president. A copy of the Debtor's list of 14 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7NSKJCA/Aston_Custom_Homes__Design_Inc__txnbke-21-30208__0002.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/7CLAPDI/Aston_Custom_Homes__Design_Inc__txnbke-21-30208__0001.0.pdf?mcid=tGE4TAMA BBGI US: Unsecureds to Recover 1.6% to 4.1% in Amended Joint Plan ----------------------------------------------------------------- BBGI US, Inc., f/k/a Brooks Brothers Group, Inc., and its debtor affiliates filed the Disclosure Statement for Amended Joint Chapter 11 Plan of Liquidation dated January 22, 2021. The Amended Joint Plan of Liquidation contemplates a wind-down of the remaining assets of the Debtors' estates—and distributions to creditors in accordance with the absolute priority rule and certain settlements. The Plan incorporates and provides for the approval of a proposed settlement of inter-estate and inter creditor issues, including whether the assets and liabilities of the Debtors should be substantively consolidated, including a proposed settlement with the Debtors' largest unsecured creditor, the Pension Benefit Guaranty Corporation (the "PBGC" and, such settlement, the "PBGC Settlement"). The settlement embodied in the Plan also incorporates a global compromise and settlement with the Creditors' Committee. The Plan is the product of good-faith arm's-length negotiations and is consistent with the objectives of chapter 11. Throughout the Chapter 11 cases, the Debtors worked closely and in coordination with their key stakeholders, including the Creditors' Committee and the PBGC, each of whom actively participated in the development and negotiation of the Plan and supports confirmation of the Plan. Class 3 consists of the PBGC Claims. The PBGC Claims will be allowed as a prepetition general unsecured claim in the amount of $62,000,000 with an estimated payout of 4.2% to 12.0%. In full and final satisfaction of the PBGC Claims, holders of the Allowed PBGC Claims will receive a pro-rata share of the Liquidation Trust Beneficial Interests and a pro-rata share of the Litigation Trust Beneficial Interests. With respect to any Distribution of Liquidation Trust Assets or Litigation Trust Assets to be made by the Liquidation Trustee or the Litigation Trustee, holders of the Allowed PBGC Claims shall receive the PBGC Claims Distribution Amount. For the avoidance of doubt, the PBGC Claims shall be the only Claims on which the PBGC shall be entitled to any Distribution in connection with the Debtors or this Plan Class 4 consists of General Unsecured Claims totaling $338 million to $463 million with an estimated payout of 1.6% to 4.1%. Each such holder shall receive, in full and final satisfaction of such Claim, a pro-rata share of the Liquidation Trust Beneficial Interests and a pro-rata share of the Litigation Trust Beneficial Interests. With respect to any Distribution of Liquidation Trust Assets or proceeds of the Litigation Trust Assets to be made by the Liquidation Trustee or the Litigation Trustee, holders of Allowed General Unsecured Claims shall receive their Pro Rata share of the Allowed General Unsecured Claims Distribution Amount. Like in the prior iteration of the Plan, SPARC agreed to purchase substantially all of the Debtors' assets associated with their business and operations relating to (i) designing, sourcing, marketing, licensing, distributing and selling apparel and accessories on both wholesale and retail bases, (ii) retail clothing and the retail sale of clothing and accessories at certain store locations, (iii) acting as a franchisor of retail clothing stores under the brand "Brooks Brothers" relating to the retail sale of clothing and accessories at such stores, and (iv) e-commerce platforms by the Debtors relating to the retail sale of clothing and accessories on such e-commerce platforms pursuant to the Asset Purchase Agreement. The Acquired Assets included inventory, owned real property, and intellectual property associated with such Business. A full-text copy of the Amended Joint Plan of Liquidation dated Jan. 22, 2021, is available at https://bit.ly/3r5PHeN from PacerMonitor.com at no charge. Counsel to the Debtors: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 Attn: Garrett A. Fail David J. Cohen Telephone: (212) 310-8000 Facsimile: (212) 310-8007 – and – Richards, Layton & Finger, P.A. One Rodney Square 920 N. King Street Wilmington, DE 19801 Attn: Mark D. Collins Zachary I. Shapiro Christopher M. De Lillo Telephone: (302) 651-7700 Facsimile: (302) 651-7701 Counsel to the Creditors' Committee: Akin Gump Strauss Hauer & Feld LLP One Bryant Park Bank of America Tower New York, NY 10036 Attn: Meredith A. Lahaie Abid Qureshi Telephone: (212) 872-1000 Facsimile: (212) 872-1002 – and – 2001 K Street NW Washington, DC 20006 Attn: Kate Doorley Julie Thompson Telephone: (202) 887-4000 Facsimile: (202) 887-4288 – and – Troutman Pepper Hamilton Sanders LLP Hercules Plaza, Suite 5100 1313 N. Market Street, P.O. Box 1709 Wilmington, DE 19899 Attn: David B. Stratton David M. Fournier Evelyn J. Meltzer Marcy J. McLaughlin Smith Telephone: (302) 777-6500 Facsimile: (302) 421-8390 About Brooks Brothers Group Brooks Brothers -- https://www.brooksbrothers.com -- is a clothing retailer with over 1,400 locations in over 45 countries. While famous for its clothing offerings and related retail services, Brooks Brothers is known as a lifestyle brand for men, women, and children, which markets and sells footwear, eyewear, bags, jewelry, watches, sports articles, games, personal care items, tableware, fragrances, bedding, linens, food items, beverages, and more. Brooks Brothers Group, Inc. is the Debtors' ultimate corporate parent, which directly or indirectly owns each of the other Debtor entities. 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 petitions were signed by Stephen Marotta, the CRO. The Debtors were estimated to have assets and liabilities to total $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 appointed the Committee pursuant to section 1102 of the Bankruptcy Code. On July 24, 2020 and July 27, 2020 respectively, the Committee selected Akin Gump Strauss Hauer & Feld LLP and Troutman Pepper Hamilton Sanders LLP as its counsel, and on July 27, 2020, the Committee selected FTI Consulting, Inc. as its financial advisor. BCPE EMPIRE: Moody's Completes Review, Retains B3 CFR ----------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of BCPE Empire Holdings, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Imperial Dade's B3 CFR reflects its high financial leverage, relatively modest scale, and lack of national reach offset by its expanding presence in major metropolitan areas. The company's end markets are experiencing closures and materially reduced operations in response to the coronavirus pandemic, which will negatively impact demand for the company's products at least through the current outbreak. The company sells some low priced and commodity-oriented products for which switching costs are low and there is potential for pricing pressure. The rating also reflects Imperial Dade's well established and growing market position as a specialty distributor of foodservice disposables (FSD) and janitorial sanitation (Jan-San) products, and the relatively stable revenue stream owing to the disposable nature of products sold. The company benefits from relatively high margins for the industry and its good liquidity. The principal methodology used for this review was Distribution & Supply Chain Services Industry published in June 2018. BELK INC: Moodyd's Lowers CFR to Ca Following RSA Announcement -------------------------------------------------------------- Moody's Investors Service downgraded Belk, Inc.'s corporate family rating to Ca from Caa1 and its probability of default rating to Ca-PD from Caa1-PD. Moody's also downgraded the company's senior secured first lien term loan to Ca from Caa1. The outlook remains negative. The downgrades reflect governance considerations particularly Belk's financial strategies following the company's announcement that it has entered into a restructuring support agreement with holders of over 75% of the first lien term loan debt and 100% of the second lien term loan debt. The proposed agreement includes the reduction of funded debt by approximately $450 million, and an extension of all term loan maturities until July 2025. The RSA is expected to be completed through a pre-packaged bankruptcy filing under Chapter 11 by the end of February. Downgrades: Issuer: Belk, Inc. Probability of Default Rating, Downgraded to Ca-PD from Caa1-PD Corporate Family Rating, Downgraded to Ca from Caa1 Senior Secured 1st Lien Bank Credit Facility, Downgraded to Ca (LGD3) from Caa1 (LGD4) Outlook Actions: Issuer: Belk, Inc. Outlook, Remains Negative RATINGS RATIONALE Belk, Inc.'s Ca CFR reflects the very high likelihood of a default given the proposed restructuring support agreement which is expected to be completed through a pre-packaged Chapter 11 filing. Execution of the RSA would be considered an event of default. In addition, the Ca CFR acknowledges that, should the transaction not be completed as expected, Belk's liquidity is very weak. Belk's operating performance has been stifled by weak customer demand which has been curtailed significantly beginning when its stores were temporarily closed by at the onset of COVID in March 2020. At October 31, 2020, Belk had $81 million of cash and $170 million of gross availability (approximately $95 million to avoid cash dominion) under its ABL facility. Under the RSA as the company will receive new capital commitments in total of $225 million from Sycamore Partners, KKR and Blackstone Credit which will enable to return to more normalized terms with its vendors. Belk's high leverage following the buyout by Sycamore left the company vulnerable to the shock sustained from the pandemic with limited access to additional sources of capital. Sycamore will remain the majority owner of the company upon execution of the RSA. The company's modest scale and regional profile with a concentration in the southeastern U.S. region and modest scale in the challenged U.S. department store sector also is a constraint. Approximately 50% of Belk's stores are located in three states (North Carolina, Georgia, and South Carolina). The negative outlook reflects the likelihood that the RSA will be completed, which would be considered an event of default. The company is not expected to have sufficient liquidity to run its business without completion of the transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade remains unlikely given the proposed transaction. Ratings could be upgraded to the extent Belk's sales and operating margins were to stabilize and liquidity improved to become adequate and any near term maturities were refinanced. Ratings could be downgraded if expectations for Belk's family recovery rate deteriorates further or the company files for bankruptcy. Headquartered in Charlotte, North Carolina, Belk, Inc. operates 291 stores in 16 states primarily in Southeastern states. The company generated revenue of approximately $3.2 billion during the LTM period ending October 31, 2020. The company was acquired by Sycamore Partners in a transaction valued at approximately $3 billion in December 2015. The principal methodology used in these ratings was Retail Industry published in May 2018. BELK INC:Moody's Downgrades CFR to CA as Plan Deal Entered ---------------------------------------------------------- Moody's Investors Service on Jan. 29, 2021, downgraded Belk, Inc.'s corporate family rating (CFR) to Ca from Caa1 and its probability of default rating to Ca-PD from Caa1-PD. Moody's also downgraded the company's senior secured first lien term loan to Ca from Caa1. The outlook remains negative. The downgrades reflect governance considerations particularly Belk's financial strategies following the company's announcement [1] that it has entered into a restructuring support agreement (RSA) with holders of over 75% of the first lien term loan debt and 100% of the second lien term loan debt. The proposed agreement includes the reduction of funded debt by approximately $450 million, and an extension of all term loan maturities until July 2025. The RSA is expected to be completed through a pre-packaged bankruptcy filing under Chapter 11 by the end of February 2021. Belk, Inc.'s Ca CFR reflects the very high likelihood of a default given the proposed restructuring support agreement (RSA) which is expected to be completed through a pre-packaged Chapter 11 filing. Execution of the RSA would be considered an event of default. In addition, the Ca CFR acknowledges that, should the transaction not be completed as expected, Belk's liquidity is very weak. Belk's operating performance has been stifled by weak customer demand which has been curtailed significantly beginning when its stores were temporarily closed by at the onset of COVID in March 2020. At October 31, 2020, Belk had $81 million of cash and $170 million of gross availability (approximately $95 million to avoid cash dominion) under its ABL facility. Under the RSA as the company will receive new capital commitments in total of $225 million from Sycamore Partners ("Sycamore"), KKR and Blackstone Credit which will enable to return to more normalized terms with its vendors. Belk's high leverage following the buyout by Sycamore left the company vulnerable to the shock sustained from the pandemic with limited access to additional sources of capital. Sycamore will remain the majority owner of the company upon execution of the RSA. The company's modest scale and regional profile with a concentration in the southeastern U.S. region and modest scale in the challenged U.S. department store sector also is a constraint. Approximately 50% of Belk's stores are located in three states (North Carolina, Georgia, and South Carolina).The negative outlook reflects the likelihood that the RSA will be completed, which would be considered an event of default. The company is not expected to have sufficient liquidity to run its business without completion of the transaction. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS A rating upgrade remains unlikely given the proposed transaction. Ratings could be upgraded to the extent Belk's sales and operating margins were to stabilize and liquidity improved to become adequate and any near term maturities were refinanced.Ratings could be downgraded if expectations for Belk's family recovery rate deteriorates further or the company files for bankruptcy. Headquartered in Charlotte, North Carolina, Belk, Inc. operates 291 stores in 16 states primarily in Southeastern states. The company generated revenue of approximately $3.2 billion during the LTM period ending October 31, 2020. The company was acquired by Sycamore Partners in a transaction valued at approximately $3 billion in December 2015. The principal methodology used in these ratings was Retail Industry published in May 2018 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1120379. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.REGULATORY DISCLOSURESFor further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004. 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: Moody's Hikes Secured Debt to B3 & Withdraws Caa1 CFR ---------------------------------------------------------------- Moody's Investors Service upgraded Big River Steel LLC's secured debt rating to B3 from Caa1 to reflect its priority position in the consolidated capital structure and the benefit of the loss absorption from United States Steel Corporation's ("U.S. Steel") existing unsecured debt. At the same time, Moody's downgraded U.S. Steel's secured debt rating to B3 from B2 to reflect the addition of Big River Steel's secured debt in the consolidated capital structure. Moody's has withdrawn Big River Steel's Caa1 corporate family rating and Caa1-PD probability of default rating since the remaining 50.1% ownership interest was acquired by U.S. Steel on January 15, 2021 and the company is now an operating subsidiary of U.S. Steel. Moody's will continue to maintain ratings for Big River Steel's secured debt and its ratings outlook remains stable. Moody's affirmed all other ratings of U.S. Steel including its Caa1 corporate family rating, Caa1-PD probability of default rating and the Caa2 rating on its unsecured debt. U.S. Steel's rating outlook remains stable and its Speculative Grade Liquidity Rating remains unchanged at SGL-3. "The affirmation of U.S. Steel's ratings acknowledges the improving fundamentals in the company's key end markets in both the U.S. and in Europe, as well as the strong recovery in flat-rolled and other steel prices, which will support a strong performance improvement in 2021. It also acknowledges the long term strategic benefits from completing the acquisition of the remaining ownership interest in Big River Steel, which will lower its production cost profile. However, these benefits are tempered by U.S. Steel's high debt load, execution risks related to its "Best of Both" strategy and the likelihood steel prices will stabilize at a much lower level as supply and demand become more balanced." said Michael Corelli, Moody's Senior Vice President and lead analyst for U. S. Steel. Affirmations: Issuer: United States Steel Corporation Corporate Family Rating, Affirmed Caa1 Probability of Default Rating, Affirmed Caa1-PD Senior Unsecured Conv./Exch. Bond/Debenture, Affirmed Caa2 (LGD5) Senior Unsecured Regular Bond/Debenture, Affirmed Caa2 (LGD5) Issuer: Allegheny County Industrial Dev. Auth., PA Senior Unsecured Revenue Bonds, Affirmed Caa2 (LGD5) Issuer: Bucks County Industrial Development Auth., PA Senior Unsecured Revenue Bonds, Affirmed Caa2 (LGD5) Issuer: Hoover (City of) AL, Industrial Devel. Board Senior Unsecured Revenue Bonds, Affirmed Caa2 (LGD5) Issuer: Indiana Finance Authority Senior Unsecured Revenue Bonds, Affirmed Caa2 (LGD5) Issuer: Ohio Water Development Authority Senior Unsecured Revenue Bonds, Affirmed Caa2 (LGD5) Issuer: Southwestern Illinois Development Authority Senior Unsecured Revenue Bonds, Affirmed Caa2 (LGD5) Downgrades: Issuer: United States Steel Corporation Senior Secured Regular Bond/Debenture, Downgraded to B3 (LGD3) from B2 (LGD2) Upgrades: Issuer: Big River Steel LLC Gtd. Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD3) from Caa1 (LGD4) Issuer: ARKANSAS DEVELOPMENT FINANCE AUTHORITY Senior Secured Revenue Bonds, Upgraded to B3 (LGD3) from Caa1 (LGD4) Withdrawals: Issuer: Big River Steel LLC Corporate Family Rating, previously rated Caa1 Probability of Default Rating, previously rated Caa1-PD Outlook Actions: Outlook, Remains Stable Issuer: Big River Steel LLC Outlook, Remains Stable RATINGS RATIONALE U.S. Steel's Caa1 corporate family rating reflects its high leverage, weak interest coverage, inconsistent free cash flow which will continue to be impacted by its elevated capital investments in its best of both strategy, as well as its highly variable operating performance due to its exposure to cyclical end markets and volatile steel prices. The rating also incorporates the company's large size and scale and strong market position as a leading US flat-rolled steel producer and whose footprint is further enhanced by its diversification in Central Europe. It also considers Moody' expectation for a significantly improved operating performance in 2021 that may result in near term metrics that are somewhat strong for the rating, but are not likely sustainable as steel prices return to a more normalized level when supply and demand comes into balance later this year. The negative effect of the coronavirus on steel prices and the end markets to which U.S. Steel serves meaningfully impacted its earnings and cash flow generation in 2020, while it issued more debt and equity to shore up its liquidity position and to provide funds for strategic investments. The weak operating performance likely resulted in negative full year EBITDA and led to a significant deterioration in the company's credit metrics with negative leverage and interest coverage ratios. U.S. Steel's operating results are expected to materially strengthen in 2021 and adjusted EBITDA could rise to $1 billion or higher due to a quicker than anticipated recovery in its key end markets, with the exception of the oil & gas sector, along with the addition of Big River Steel and the recent surge in steel prices. Its U.S. Steel Europe segment will also benefit from the same improved fundamentals as its domestic operations. Domestic steel prices have surged with hot rolled coil prices (HRC) at a record high of about $1,100 per ton in January 2021 after declining to a 4.5 year low around $440 per ton in July 2020 due to the effects of the pandemic. The price surge has been attributable to a temporary dislocation of supply and demand, low steel inventories and rising iron ore and scrap prices. However, Moody' anticipate that demand will ebb as inventories are replenished and supply continues to ramp up as productivity improves and new capacity comes online and for the worldwide supply/demand imbalance to still exist and for prices to gradually return to their 10-year average price range of about $600 - $700 per ton. Steel prices have historically overshot to the upside and the downside for short periods of time before returning to more normalized price levels. If U.S. Steel is able to produce adjusted EBITDA of more than $1 billion and uses its free cash flow to pay down debt, then its leverage ratio (debt/EBITDA) could decline below 6.0x and its interest coverage (EBIT/Interest) could rise above 1.0x. These metrics will become more commensurate with the Caa1 corporate family rating. If the company continues to generate free cash flow and pays down debt, steel prices stabilize at a higher than historical level and it successfully integrates Big River Steel and executes on its "Best of Both" strategy then its ratings could be considered for an upgrade. U.S. Steel has a speculative grade liquidity rating of SGL-3 since it is expected to maintain adequate liquidity. It had $1.7 billion of unrestricted cash as of September 30, 2020, a portion of which was used to complete the $774 million acquisition of the remaining 50.1% ownership interest in Big River Steel in January 2021. The company has a $2 billion asset based revolving credit facility which matures in October 2024 and contains a $150 million first in-last out tranche and had $500 million of borrowings outstanding as of September 30, 2020. The facility requires the company to maintain a fixed charge coverage ratio of 1.0x should availability be less than the greater of 10% of the total aggregate commitment and $200 million. The company's borrowing availability was effectively reduced by $200 million since it would not be able to meet the fixed charge coverage ratio. Additionally, due to the level of receivables and inventory qualifying for inclusion in the borrowing base being less than the facility total, availability was reduced by a further $294 million. Consequently, availability was about $1 billion as of September 30, 2020. The company also has a Euro 460 million ($539 million equivalent at September 30, 2020) secured credit facility at its U. S. Steel Kosice (USSK) subsidiary in Europe, which matures in September 2023. Euro 350 million (roughly $410 million) was outstanding at September 30, 2020. The B3 rating on the company's senior secured debt reflects its priority position in the capital structure. The Caa2 ratings on the convertible notes, senior unsecured notes and IRB's reflects their effective subordination to the secured ABL, secured notes and bonds as well as priority payables. The stable ratings outlook incorporates Moody's expectation for a significantly improved operating performance in 2021 that will result in credit metrics that support the company's rating. Moody's has decided to withdraw the ratings for its own business reasons. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS U.S. Steel's ratings could be considered for an upgrade if the recent improvement in market conditions is sustained, Big River Steel is successfully integrated and the strategic benefits of the "best of both" strategy is achieved. Quantitatively, if U. S. Steel is able to sustain leverage of no more than 4.5x through varying price points and (CFO-dividends) in excess of 10% of its outstanding debt, ratings could be positively impacted. The company's ratings could be downgraded should debt protection metrics and leverage not evidence an improving trend, or the degree of cash burn exceeds expectation and the liquidity runway deteriorates more rapidly than anticipated. Headquartered in Pittsburgh, Pennsylvania, United States Steel Corporation is the third largest flat-rolled producer in the US in terms of production capacity. The company manufactures and sells a wide variety of steel sheet, tubular and tin products across a broad array of industries including service centers, transportation, appliance, construction, containers, and oil, gas and petrochemicals. It also has an integrated steel plant and coke production facilities in Slovakia (U. S. Steel Kosice). Revenues for the twelve months ended September 30, 2020 were $10.0 billion. The principal methodology used in these ratings was Steel Industry published in September 2017. BL RESTAURANTS: Unsecureds to Recover 2% to 5% in Liquidating Plan ------------------------------------------------------------------ Debtors BL Restaurants Holding, LLC, BL Restaurant Operations, LLC, BL Restaurant Franchises, LLC, and BL Hunt Valley, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware a Joint Chapter 11 Plan of Liquidation and a Disclosure Statement on Jan. 22, 2021. The Plan provides for the wind down of the Debtors' affairs, continued liquidation of the Debtors' remaining assets to Cash and the distribution of the net proceeds realized therefrom, in addition to cash on hand on the Effective Date of the Plan, to creditors holding Allowed Claims as of the Record Date in accordance with the relative priorities established in the Bankruptcy Code. The Plan does not provide for a distribution to holders of Subordinated Claims or Interests, and their votes are not being solicited. The Plan contemplates the appointment of a Plan Administrator to finalize the wind down of the Debtors' affairs, liquidate remaining assets of the Debtors, resolve Disputed Claims (other than Disputed General Unsecured Claims), pursue any unreleased Causes of Action (other than GUC Trust Avoidance Actions), implement the terms of the Plan and make Distributions to holders of Allowed Claims other than holders of Allowed General Unsecured Claims. The Plan also contemplates the appointment of a GUC Trustee to resolve Disputed General Unsecured Claims, pursue any unreleased GUC Trust Avoidance Actions, implement the terms of the Plan as it relates to the GUC Trust and the GUC Trust Agreement and make Distributions to holders of Allowed General Unsecured Claims and administer the GUC Trust Assets. The Company was founded in 1991 in Chicago, Illinois around an original concept of locally themed bars catering to the specific demographics within each neighborhood location. Immediately preceding the Petition Date, the Debtors closed 38 locations. As of the Petition Date, the Debtors operated 72 owned locations and 24 franchised locations. On the Petition Date, the Debtors filed the Debtors' Motion for an order approving Asset Purchase Agreement and Authorizing Sale of Debtors' Assets, Free and Clear of All Liens, Claims, Interests, and Encumbrances. Pursuant to the Stalking Horse Agreement, BLH Acquisition Co., LLC, was designated as the stalking horse bidder with a credit bid of $82.5 million plus assumption of certain Assumed Liabilities. The Debtors received no bids other than the one submitted by the Buyer, and so the Buyer was selected as the prevailing bidder. Prior to the hearing to approve the Sale, the Committee and Prepetition First Lien Secured Parties reached a settlement as set forth in the First Lien Settlement Term Sheet. Pursuant to the First Lien Settlement Term Sheet, the Prepetition First Lien Secured Parties agreed to exclude certain specified assets from the sale including certain liquor licenses and causes of action; and waive any rights to the proceeds of the specified assets. In exchange, the Committee agreed not to asset a First Lien Challenge. The proceeds of these specified assets are ultimately funding distributions under the Plan. On April 29, 2020, the Bankruptcy Court entered the order approving Asset Purchase Agreement and authorizing the sale of the Debtors' assets, Free and Clear of All Liens, Claims, Interests, and Encumbrances; approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases; and Granting Related Relief (the "Sale Order"), thereby approving the Asset Purchase Agreement with the Buyer, which closed on May 30, 2020. Class 4 consists of General Unsecured Claims with $38,771,428 unpaid allowed claims are projected to have a 2% to 5% recovery under the Plan. Except to the extent that a holder of an Allowed General Unsecured Claim agrees to a less favorable treatment, each holder of an Allowed General Unsecured Claim shall receive its Pro Rata share of GUC Trust Interests. Interests will be cancelled, released and extinguished as of the Effective Date and holders of Interests shall not receive any Distribution on account of such Interests under the Plan. The Plan is a liquidating plan and provides for the liquidation of the Estate Assets and the payment of the proceeds generated therefrom to holders of Allowed Claims in accordance with the priorities set forth in the Bankruptcy Code. A full-text copy of the Disclosure Statement dated Jan. 22, 2021, is available at https://bit.ly/2L5klFO from PacerMonitor.com at no charge. Counsel for the Debtors: KLEHR HARRISON HARVEY BRANZBURG LLP Domenic E. Pacitti (DE Bar No. 3989) Michael W. Yurkewicz (DE Bar No. 4165) Sally E. Veghte (DE Bar No. 4762) 919 N. Market Street, Suite 1000 Wilmington, DE 19801 Telephone: (302) 426-1189 Facsimile: (302) 426-9193 Email: dpacitti@klehr.com Email: myurkewicz@klehr.com Email: sveghte@klehr.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. BRINK'S COMPANY: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed The Brink's Company's (BCO, or the company) Long-Term Issue Default Rating (IDR) at 'BB+' with a Stable Rating Outlook. Fitch has also affirmed the company's senior secured credit rating at 'BBB-'/'RR1' and senior unsecured rating at 'BB+'/'RR4'. KEY RATING DRIVERS Coronavirus Impact Through 2021: BCO has performed better than expectations, buoyed by resilient revenue from banks (about half of the company's total), albeit partly offset by softer revenue from retailers. U.S. currency in circulation steadily rose throughout 2020, and Brinks' weekly note processing volumes maintained a similar (albeit more volatile) upward trend through the year. Other currencies, such as the Euro, showed similar patterns as cash remains the preferred form of payment globally. Fitch expects BCO's revenue to rise in 2021-2022 due to a retail sector rebound, as well as the addition of the G4S acquisition. The majority of Brink's contracts are three to five years in length and not volume dependent (i.e. scheduled pickup frequency and rate for cash-in-transit clients; monthly service fees for CompuSafe clients). Its variable cost structure helped it to manage through a challenging year while maintaining sufficient liquidity. Fitch expects leverage to reduce from the mid-4.0x range currently to below 4.0x in 2021. G4S Acquisition Integration Continues: The company reports that the G4S acquisition is substantially complete (14 of 17 countries are complete as of December 2020), with synergies expected to exceed the initial $20 million estimate. Fitch views the acquisition as credit-neutral, with benefits in larger scale being partly offset in the short term by the increased leverage. BCO has already demonstrated an ability to acquire and integrate large entities, most recently Dunbar (in 2018) for $520 million and Rodoban (in 2019) for $130 million. On a post-synergy basis, the transaction is accretive to margins in the forecast beyond 2021. New Strategy Leads to Increased Leverage: Since 2017, BCO has been managing to higher leverage levels and pursuing growth through debt-funded acquisitions - most recently G4S, Dunbar and Rodoban. The $50 million share repurchase in August 2020 also aligns with this strategy. Fitch expects annual acquisition spending in the vicinity of $150 million, along with limited share repurchase activity. Following BCO's shift in financial strategy, the company's leverage has remained elevated. Fitch estimates total debt/EBITDA leverage at 4.6x as of YE20, having increased significantly over the past three years. Although the company has indicated it expects to be at pre-acquisition leverage levels within three years of closing, Fitch expects the coronavirus impact to delay the deleveraging by a further 12 months. Strong Position in a Stable Sector: BCO is a leading global provider of cash management with a good competitive position and limited customer concentration. Recent acquisitions, namely Dunbar and G4S, have bolstered BCO's leading position in the face of strong competition globally from several large multinational competitors. The company benefits from the relatively stable historical performance of the cash management industry. Core services such as cash-in-transit (CIT) and ATM services provide recurring revenue under contracts and help to mitigate revenue volatility. Furthermore, high value services such as BCO's CompuSafe service increase switching costs for BCO customers and add to the company's recurring revenues. Continued Profitability Growth: EBITDA margins have improved from approximately 12% to approximately 16% over the past four years, driven by organic growth, restructuring initiatives and positive labor cost and productivity. However, Fitch expects slowing margin growth beyond 2020, driven by fleet-related and branch network optimization initiatives. Furthermore, margins should benefit from small synergies as BCO integrates acquisitions. Improved Diversification: Active in 53 countries, BCO has strong geographic diversification and average product/service diversification. The company has a good mix of revenues from growth and mature markets; this will be bolstered further by the G4S acquisition, which has thus far added 14 new countries, predominantly in Eastern Europe and Asia. While the company offers a variety of services, including check imaging and other security services, the majority of services are directly correlated to cash use. If cash use declines in favor of electronic payment methods, BCO could potentially be materially impacted; this long-term risk is partly mitigated by cash's enduring popularity as a method of payment (accounting for 75% of global transactions) and resilient performance through down cycles. Moderate FX Risk: BCO has significant currency exposure, as less than one third of the firm's revenue was generated in the U.S. and all debt is denominated in U.S. currency. The company has periodically had to navigate large swings in foreign exchange (FX) rates, specifically in South America, where recent large FX swings pressured margins in the short term. However, Fitch notes that most of BCO's FX exposure is via translation risk. Currency headwinds had an $81 million negative impact on 2019 results. DERIVATION SUMMARY BCO is considered the global leader in cash management, with a diversified geographic footprint and a track record of materially improving margins through operational improvement initiatives. At the same time, the company has pursued a strategy of increasing its scale through debt-funded acquisitions that, in combination with the pandemic-induced slowdown, have driven debt/EBITDA leverage to 4.6x on a pro forma basis (including the G4S acquisition). Fitch expects the coronavirus impact to continue to abate through 2021, with corresponding improvements in credit metrics. KEY ASSUMPTIONS Fitch's key assumptions within the Agency's rating case for the issuer include: -- The remaining portions of the G4S acquisition close in early 2021, with $20 million in synergies realized during 2020-2021. -- A revenue tailwind in 2021 driven by the economic rebound from the pandemic and the G4S acquisition, along with $150 million in incremental annual acquisition activity. -- Following the company's leverage spike in 2020, leverage declines below 4.0x in 2021 and into the mid-3.0x range by 2022. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Given the company's strategy of pursuing debt-funded acquisitions, Fitch views the possibility of an upgrade as unlikely at this time. -- Total debt with equity credit to EBITDA below 2.75x for a sustained period. -- Maintaining an FCF margin materially above 6% for a sustained period. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- An increase in total debt with equity credit to EBITDA above 4.0x for an extended period. -- Producing consistently negative FCF. -- An inability to repatriate cashflows in a timely and effective manner. -- A large debt-funded acquisition that exceeds anticipated spending or shareholder-friendly activities. 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 Debt Structure: The company upsized its senior secured term loan in March 2020 by $590 million to accommodate the G4S acquisition, and it issued a further $400 million in senior unsecured notes in June 2020. Also in June, lenders agreed to change the financial covenant to reflect net senior (rather than total) leverage. Strong Liquidity: As of Sept. 30, 2020, BCO's liquidity of $1.5 billion consisted of approximately $940 million in revolver availability and approximately $590 million in cash. The company does not have any significant maturities until 2024, when the company's senior secured term loan matures. Additionally, Fitch expects BCO's liquidity to be supported by strong FCF in 2021 and beyond. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. BROOKS BROTHERS: FedEx Corporate Steps Down as Committee Member --------------------------------------------------------------- The U.S. Trustee for Regions 3 and 9 disclosed in a court filing that FedEx Corporate Services, Inc. resigned from the official committee of unsecured creditors appointed in the Chapter 11 case of Brooks Brothers Group Inc. The remaining members of the committee are: 1. 39-15 Skillman Realty Co. LLC Attn: Robert Zirinsky 60 East 56th St., Fl. 11 New York, NY 10022 Phone: 212-751-4625 Fax: 212-751-3636 Email: robertz50nyc@gmail.com 2. Workers United, affiliated with SEIU Attn: Fred Kaplan 305 Seventh Avenue New York, NY 10001 Phone: 212-475-3131 Fax: 212-475-6093 Email: fkaplan@workersunitednynj.org 3. Trajes Mexicanos S.A. de C.V. Attn: Mario Sanchez Llano Isidro Fabela #102 Parque Industrial Tianguistenco Tianguistenco, Mexico 52600 Mexico Phone: 52-713-133-66-66, Email: mario@tramex.com.mx 4. Swiss Garments Company Attn: Alaa Ahmed Adbel Maksoud Acafa Private Free Zone 3rd Industrial area AI 44634 10th Ramadan City, Egypt Phone: +205544110662/+226714044 Fax: +205544110661/+22731124 Email: aarafa@sgc.com.eg hhashem@sgc.com.eg 5. PT. Ungaran Sari Garments Attn: Sanjay Goyal JL P Dipnegoro No. 235 Kel Genuk, Ungarian Barat Kab. Semarang, Prov. Jawa tengah Indonesia 50512 Phone: (62) 811-900-366-2 Fax: (62) 21-300-560-52 Email: sgoyal@busanagroup.com 6. Pension Benefit Guaranty Corporation Attn: Jack Butler Corporate Finance & Restructuring Department 1200 K. St. NW Washington, DC 20005 Phone: 202-229-3471 Email: butler.jack@pbgc.gov About Brooks Brothers Group Brooks Brothers -- https://www.brooksbrothers.com -- is a clothing retailer with over 1,400 locations in over 45 countries. While famous for its clothing offerings and related retail services, Brooks Brothers is known as a lifestyle brand for men, women and children, which markets and sells footwear, eyewear, bags, jewelry, watches, sports articles, games, personal care items, tableware, fragrances, bedding, linens, food items, beverages, and more. Brooks Brothers Group, Inc., now known as BBGI Inc., and 12 of its subsidiaries filed for Chapter 11 protection (Bankr. D. Del., Lead Case No. 20-11785) on July 8, 2020. Stephen Marotta, chief restructuring officer, signed the petitions. The Debtors were estimated to have assets and liabilities of $500 million to $1 billion. Judge Christopher Sontchi presides over the cases. The Debtors tapped Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP as their counsel, PJ Solomon, L.P. as investment banker, and Ankura Consulting Group LLC as financial advisor. Prime Clerk LLC is the claims and noticing agent. The U.S. Trustee for Regions 3 and 9 appointed an official committee of unsecured creditors on July 21, 2020. The committee tapped tapped Akin Gump Strauss Hauer & Feld LLP and Troutman Pepper Hamilton Sanders LLP as its counsel, and FTI Consulting, Inc. as its financial advisor. BY CHLOE: Celebrity Chef Coscarelli Wins Legal Battle vs. ESquared ------------------------------------------------------------------ Jacklyn Wille of Bloomberg Law reports that celebrity chef Chloe Coscarelli notched a win in the legal battle over her interest in the "By Chloe" chain of vegan, fast casual restaurants, when a Manhattan federal judge said her former business partner breached their contract when it repurchased her 50% stake in the venture for no cost. ESquared Hospitality LLC wasn't authorized to repurchase the 50% stake held by Coscarelli's Chef Chloe LLC after the parties' relationship soured, because that contractual right was extinguished by the 2015 transfer of ownership in ESquared, Judge Jesse M. Furman of the U.S. District Court for the Southern District of New York rules. About By Chloe By Chloe is a fast-casual vegan restaurant chain based in New York City. BC Hospitality Group Inc. and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-13103) on Dec. 14, 2020. BC Hospitality was estimated to have assets of $10 million to $50 million and liabilities of $1 million to $10 million. YOUNG CONAWAY STARGATT & TAYLOR, LLP, is the Debtors' counsel. ANKURA CONSULTING GROUP, LLC, is the financial advisor. CALIFORNIA TRANSPORT: Seeks to Hire Frances Hoit as Counsel ----------------------------------------------------------- California Transport, LLC seeks authority from the U.S. Bankruptcy Court for the Southern District of Alabama to hire Frances Hoit Hollinger LLC as its counsel. The firm will render these services: 1. take appropriate action with respect to secured and priority creditors; 2. take appropriate action with respect to possible voidable preferences and transfers; 3. prepare legal papers and try before the court whatever issues are deemed necessary; 4. investigate the accounts of the Debtor and the financial transactions related thereto; and 5. perform all other legal services. Frances Hoit Hollinger will be paid $250 per hour for its services. Frances Hoit Hollinger does not represent interests adverse to the Debtor, according to court papers filed by the firm. The firm can be reached through: Frances Hoit Hollinger, Esq. Frances Hoit Hollinger, LLC P. O. Box 2028 Mobile, AL 36652 Phone: (251) 432-8878 Fax: (251) 410-6159 About California Transport LLC California Transport, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ala. Case No. 20-12812) on Dec. 12, 2021, listing $50,001 to $100,000 in assets and 100,001 to $500,000 in liabilities. Judge Jerry C. Oldshue oversees the case. Frances Hoit Hollinger, LLC serves as the Debtor's legal counsel. CALLAWAY GOLF: Moody's Completes Review, Retains B1 CFR ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Callaway Golf Company and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Callaway's B1 Corporate Family Rating reflects the negative impact of the coronavirus on the company's revenue and earnings resulting in elevated leverage, as well as the company's concentration in a niche, highly discretionary and cyclical consumer product segment. Callaway's credit profile is also constrained by the risks associated with its non-golf-related apparel products, an industry with very different and more challenging competitive dynamics than its traditional golf business. The company is expanding into the casual dining and entertainment sector, which creates higher operational risk and requires significant investment outside of Callaway's traditional golf equipment business. Callaway's credit profile is supported by its leading market position and strong brand name in the golf industry. The credit profile also reflects Callaway's good liquidity and solid scale and the meaningful improvement in the golf equipment business in the second half of 2020 driven by increased golfing rounds played as a socially-distant activity. Moody's views Topgolf as a wholly-owned investment with separate financing, and not as a consolidated credit. Moody's nevertheless views as potential credit strains the planned investment into Topgolf as well as the potential support for a wholly-owned subsidiary in which the company has acquired with a significant amount of equity. This risk is partially mitigated by Callaway's flexibility to adjust the level of investment in Topgolf. The principal methodology used for this review was Consumer Durables Industry published in April 2017. CASA DE LAS INVESTMENTS: Case Summary & 8 Unsecured Creditors ------------------------------------------------------------- Debtor: Casa De Las Investments, LLC 1022 W. Avenue J-14 Lancaster, CA 93534 Business Description: Casa De Las Investments, LLC is primarily engaged in renting and leasing real estate properties. Chapter 11 Petition Date: February 1, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10796 Judge: Hon. Ernest M. Robles Debtor's Counsel: James Andrew Hinds, Jr., Esq. THE HINDS LAW GROUP 21257 Hawthorne Boulevard Second Floor Torrance, CA 90503 Tel: (310) 316-0500 Fax: (310) 792-5977 E-mail: jhinds@hindslawgroup.com; rsposato@hindslawgroup.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lille B. Whitehead, managing member. A copy of the petition containing, among other items, a list of the Debtor's eight unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/R4JZXLY/Casa_De_Las_Investments_LLC__cacbke-21-10796__0001.0.pdf?mcid=tGE4TAMA CD&R SMOKEY: Moody's Completes Review, Retains B2 CFR ----------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of CD&R Smokey Buyer, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. CD&R Smokey Buyer, Inc.'s (Radio Systems) B2 corporate family rating broadly reflects its high financial leverage, relatively small scale, and narrow product focus as a designer and marketer of pet products. The company has customer concentration which has steadily increased over the last few years, and a growth through acquisition strategy. The rating also considers Radio Systems' good market position and brand recognition in the relatively stable pet products industry. Pet ownership has increased during the coronavirus pandemic because more people are staying home, and Moody's expect this will help moderate the pressure on revenue from reductions in discretionary consumer spending. The company has relatively good operating margins in the mid-to-high teens, moderate geographic and channel diversification, and good liquidity. The principal methodology used for this review was Consumer Durables Industry published in April 2017. CENTRO GROUP: Liquidating Trustee Taps Kozyak Tropin as Counsel --------------------------------------------------------------- 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 hire Kozyak Tropin & Throckmorton, LLP as her legal counsel. The firm's services will include: a) rendering legal advice regarding the liquidating trustee's duties and powers in the Debtors' Chapter 11 cases; b) assisting the liquidating trustee in disposing of and distributing assets, including investigating, prosecuting and resolving any causes of action belonging to the liquidating trust; c) attending meetings and court hearings; d) analyzing claims and handling claim objections, if any; e) preparing legal papers; f) protecting the interest of the liquidating trustee in all matters pending before the court; and h) providing such other legal assistance as the liquidating trustee may deem necessary and appropriate. The firm will be paid at these rates: David L. Rosendorf $500 per hour Corali Lopez-Castro $550 per hour Paralegals $195 per hour David Rosendorf, Esq., a partner at Kozyak Tropin, disclosed in a court filing that the firm does not represent any interest adverse to the liquidating trustee or the estates. The firm can be reached through: David L. Rosendorf, Esq. Kozyak Tropin & Throckmorton, LLP 2525 Ponce de Leon Blvd., 9th Floor Coral Gables, FL 33134 Tel: (305) 372-1800 Fax: (305) 372-3508 Email: dlr@kttlaw.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 and Rice Pugatch Robinson Storfer & Cohen, PLLC as their special counsel. James F. Martin of ACM Capital Partners is the Debtors' chief restructuring officer. 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. Melissa Davis, the official appointed as liquidating trustee, is represented by Kozyak Tropin & Throckmorton, LLP. CHAMP ACQUISITION: Moody's Completes Review, Retains B2 Rating -------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Champ Acquisition Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Champ's credit profile (B2) reflects its high financial leverage and its narrow product focus including yearbooks, school rings, graduation gowns, and related products. Schools closures across the U.S. and restriction in activity due to the coronavirus outbreak negatively impact demand for the company's products. However, the yearbook product category which is the company's biggest, has been relatively more stable through the first nine months of 2020, which provides some revenue stability. Champ has also maintained its liquidity levels, with no borrowings outstanding under its $150 million Revolving Credit facility as of December 31, 2020. Products such as class rings and yearbooks are steadily declining and there is risk to certain products from online tools that can be used to share photographs and other information. An extended period of high unemployment is also likely to weaken discretionary consumer spending, which will negatively impact consumer demand for the company's highly discretionary products such as jewelry. Competitive and market risks are partially mitigated by the breadth and quality of Champ's product and service capabilities, its ability to personalize products, and strong sales support and customer service. The long-standing relationships of the company's large network of independent sales representatives with individual schools and colleges is a competitive advantage versus smaller competitors. The principal methodology used for this review was Consumer Durables Industry published in April 2017. CHRISTOPHER & BANKS: Seeks to Hire Cole Schotz as Legal Counsel --------------------------------------------------------------- Christopher & Banks Corporation and its affiliates seek approval from the U.S. Bankruptcy Court for the District of New Jersey to hire Cole Schotz P.C. as their bankruptcy counsel. The firm will render these services: (a) advise the Debtors of their rights, powers and duties in the continued operation of their business and management of their assets; (b) prepare legal papers; (c) advise the Debtors in their efforts to close their retail stores and formulate, negotiate, and promulgate a Chapter 11 plan or dismissal of the Debtors' Chapter 11 cases; (d) review the nature and validity of agreements relating to the Debtors' business operations and advise the Debtors in connection therewith; (e) advise the Debtors concerning the actions they might take to collect and recover property for the benefit of their estates; (f) review the nature and validity of liens asserted against the Debtors and advise them as to the enforceability thereof; (g) review, reconcile, object to, and settle claims; and (h) perform all other legal services. The firm's attorneys and paralegals will be paid at these rates: Michael D. Sirota Member $1,050 per hour Felice Yudkin Member $625 per hour Jacob S. Frumkin Member $500 per hour Matteo Percontino Associate $450 per hour Rebecca Hollander Associate $400 per hour Frances Pisano Paralegal $315 per hour Peter Strom Law Clerk $225 per hour Members $410 to $1,050 per hour Special Counsel $495 to $645 per hour Associates $285 to $670 per hour Law Clerks $225 to $290 per hour Paralegals $215 to $345 per hour The firm will also be reimbursed for out-of-pocket expenses incurred. In response to the request for additional information set forth in Paragraph D.1. of the Revised U.S. Trustee Guidelines, Cole Schotz 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 Debtors' bankruptcy cases. -- The firm represented the Debtors prior to their Chapter 11 filing. During that time, Cole Schotz did not raise its billing rates. -- The firm is currently formulating a budget and staffing plan, which it will review with the Debtors. Michael Sirota, Esq., a partner at Cole Schotz, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Cole Schotz can be reached at: Michael D. Sirota, Esq. Felice R. Yudkin, Esq. Cole Schotz P.C. 25 Main Street P.O. Box 800 Hackensack, NJ 07602-0800 Phone: (201) 489-3000 Fax: (201) 489-1536 Email: msirota@coleschotz.com fyudkin@coleschotz.com 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, Christopher & Banks 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. It also operates the www.ChristopherandBanks.com eCommerce website. Christopher & Banks 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, Christopher & Banks had $166,396,185 in assets and $105,639,182 in liabilities. Judge Andrew B. Altenburg Jr. oversees the cases. The Debtors tapped Cole Schotz P.C. as their legal counsel, BRG LLC as financial advisor and B. Riley Securities Inc. as investment banker. Omni Management Solutions is the claims agent. CICI'S HOLDINGS: Feb. 3 Deadline Set for Panel Questionnaires ------------------------------------------------------------- The United States Trustee is soliciting members for an unsecured creditors committee in the bankruptcy cases of CiCi's Holdings Inc. If a party wishes to be considered for membership on any official committee that is appointed, it must complete a Questionnaire available at https://bit.ly/3pCQIL9 and return it to elizabeth.a.young@usdoj.gov , Attn: Elizabeth A. Young and asher.bublick@usdoj.gov , Attn: Asher Bublick at the Office of the United States Trustee so that it is received no later than 4:00 p.m. Central Standard Time, on Feb. 3, 2021. If the U.S. Trustee receives sufficient creditor interest in the solicitation, it may schedule a meeting or telephone conference for the purpose of forming a committee. About 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. CITADEL SECURITIES: Debt Upsize No Impact on Moody's Ba1 Rating --------------------------------------------------------------- Moody's Investors Service said that Citadel Securities LP's (CSLP) Ba1 long-term issuer and senior secured bank credit facility ratings were unaffected by CSLP's decision to increase its senior secured credit facility to approximately $3 billion from $2 billion. Moody's also said that Citadel Securities LLC's, Citadel Securities (Europe) Limited's and Citadel Securities GCS (Ireland) Limited's Baa3 long-term issuer ratings were also unaffected. Moody's said there was a positive outlook on all four companies. COMPASS GROUP: Moody's Completes Review, Retains Ba3 Rating ----------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Compass Group Diversified Holdings LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Compass Group Diversified Holdings LLC's (Compass) Ba3 credit profile reflects its improving scale pro forma for recent acquisitions, and its solid industry and product diversification resulting from its controlling ownership interest in ten distinct operating businesses. Compass has very good liquidity and a publicly stated financial policy that targets financial leverage of 3.0x - 3.5x (per the company's calculation). Also, in the event leverage increases to 4.0x, the company has committed to focus on deleveraging. Compass' credit profile also reflects its elevated financial leverage following the recent platform acquisitions of Marucci and Boa, and its policy of distributing the majority of its cash flow to shareholders which limits free cash flow. Also, the company is exposed to the potential for headline risk on some of it businesses. The principal methodology used for this review was Consumer Durables Industry published in April 2017. CONAGRA BRANDS: Moody's Affirms Ba2 Subordinated Debt Rating ------------------------------------------------------------ Moody's Investors Service affirmed the ratings of Conagra Brands, Inc. and revised the outlook to positive from stable. Ratings affirmed include its Long Term Issuer Rating and senior unsecured debt ratings at Baa3, subordinated debt rating at Ba1, and commercial paper rating at Prime-3. The positive outlook reflects Conagra's steady progress towards reducing debt and financial leverage toward levels that could support a rating upgrade within the next 12 to 18 months. Conagra has repaid approximately $2 billion of debt since the Pinnacle acquisition in 2018. Moody's anticipates that debt/EBITDA could fall comfortably below 4.0x by the end of calendar 2021, which could lead to an upgrade. This assumes that Conagra's operating performance remains stable, including through the transition to a more normalized demand pattern once the effects from the coronavirus abates. Conagra's operating performance has been especially strong since the onset of the coronavirus in early 2020 as lockdowns drove increased purchases of food for at-home dining. Over the past three quarters ending in November, sales grew over 10%. Moody's anticipates that as the United States makes further progress in reducing coronavirus infections, Conagra's year-over-year revenue comparisons will become negative, likely beginning in Conagra's fourth quarter of fiscal 2021 ending in May. However, because of the lasting benefits gained over the past year, including market share gains, higher household penetration and a stronger innovation pipeline, Moody's believes that the company can achieve its plan to grow annual sales and earnings through fiscal 2022. Ratings Affirmed: Issuer: Conagra Brands, Inc. Commercial Paper at Prime-3; Issuer Rating at Baa3; Senior Unsecured Shelf at (P)Baa3; Senior Unsecured Medium-Term Note Program at (P)Baa3; Senior Unsecured Revolving Credit Facility at Baa3; Senior Unsecured Term Loan at Baa3; Senior Unsecured Regular Bond/Debenture at Baa3; Subordinate Regular Bond/Debenture at Ba1. Outlook Actions: Issuer: Conagra Brands, Inc. Outlook, Changed To Positive from Stable RATINGS RATIONALE Conagra's credit profile is supported by its diverse portfolio of well-known branded food products, solid free cash flows and relatively large scale in the packaged food industry. These positive factors are balanced against the high financial leverage that resulted from the 2018 Pinnacle Foods acquisition, which has declined steadily through earnings growth and debt repayment. Conagra remains on track to achieve its targeted transaction-related cost synergies and is strengthening credit metrics in line with its deleveraging plan. Since the 2018 leveraged acquisition of Pinnacle Foods -- a major negative shift in financial policy that led to a one notch downgrade to Baa3 -- Conagra has favorably prioritized debt reduction in its use of operating cash flow. The company has already achieved its targeted net debt/EBITDA of 3.5x to 3.6x, based on company-defined EBITDA that includes affiliate earnings. On this basis, as of the second quarter (ending in November) of the May 2021 fiscal year, the company's net debt to last twelve month adjusted EBITDA ratio was 3.6x. For the same period, Moody's key metrics for Conagra, adjusted gross debt/EBITDA (excluding affiliate earnings) and retained cash flow to net debt were approximately 3.9x and 14.0%, respectively. Moody's expects that Conagra's financial policies will continue to be supportive of its investment-grade profile. The packaged food sector is moderately exposed to social risks related to responsible production, health and safety standards and evolving consumer lifestyle changes. The sector is also moderately exposed to environmental risks such as soil/water and land use, and energy & emissions impacts, among others. These factors will continue to play an important role in evaluating the overall creditworthiness of food processors. The coronavirus outbreak, the government measures put in place to contain it, and the weak global economic outlook continue to disrupt economies and credit markets across sectors and regions. Moody's analysis has considered the effect on the performance of consumer sectors from the current weak U.S. economic activity and a gradual recovery for the coming months. Although an economic recovery is underway, it is tenuous and its continuation will be closely tied to containment of the virus. As a result, the degree of uncertainty around Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Conagra's ratings could be upgraded if the company improves operating performance and maintains financial policies such that debt/EBITDA is sustained below 4.0x and retained cash flow / net debt approaches 15%. The company would also need to generate stable to growing organic revenue and EBITDA and maintain at least $500 million in annual free cash flow (operating cash flow less capex and dividends) to warrant consideration of an upgrade. A rating downgrade is possible if operating performance deteriorates such that debt /EBITDA is likely to be sustained above 4.5x or financial policies become more aggressive. The principal methodology used in this rating was Consumer Packaged Goods Methodology published in February 2020. With approximately $11.5 billion in annual net sales, Chicago, Illinois-based Conagra Brands, Inc. (NYSE: CAG) is one of North America's largest manufacturers of packaged foods. Key retail food brands include Marie Callender's(R), Healthy Choice(R), Slim Jim(R), Orville Redenbacher's(R), Reddi-wip(R), Banquet(R), Chef Boyardee(R), Hunt's(R), Birds Eye(R), Vlasic(R), Wish Bone(R), Duncan Hines(R), and Gardein. CONNEAUT LAKE PARK: Court OKs Keldon-Led Auction for March 2 ------------------------------------------------------------ Keith Gushard of Meadville Tribune reports that U.S. Bankruptcy Court Judge Jeffrey A. Deller on Tuesday, Jan. 26, 2021, approved Trustees of Conneaut Lake Park's motion to auction the park's assets for at least $1.2 million on March 2, 2021. Mr. Deller's approval followed a 25-minute hearing held via video conference by U.S. Bankruptcy Court for Western Pennsylvania. The upcoming auction will be for the park's assets, which include the amusement park, water park, beach area, Hotel Conneaut and the Camperland campground, as well as active leases on assets. The successful bidder will be required to allow continued public access to the park's property. Certain parts of the property have restrictions requiring it to be open for use by the general public. "We're off and running," Jim Becker, executive director of the trustees, told the Meadville Tribune after Tuesday's video conference. Under the auction plan, there is a minimum bid of $1.2 million for the assets with Keldon Holdings LLC listed as a qualified stalking-horse bidder. The trustees' attorney, Jeanne Lofgren of Stonecipher Law Firm, told Deller that Todd Joseph of Keldon became interested in Conneaut Lake Park in late fall when closing on another real estate transaction in the vicinity of the park. Ms. Lofgren said Keldon's intent is to keep the park operating as an amusement park. On Dec. 17, 2020, the Debtor entered into an agreement for Keldon to buy all the assets for $1.2 million in cash with no financing contingencies. Guy Fustine, who represents Conneaut Lake Park's secured creditors, told the court that the creditors did not object to the sale plan. Any objections to the sale must be filed with the court by Feb. 17. 2021. Any bids from other court-approved, qualified bidders must be at least $100,000 higher than Keldon's $1.2 million and be submitted to the court by Feb. 19, 2021, according to court documents. About Conneaut Lake Park Conneaut Lake Park is a summer amusement resort, located in Conneaut Lake, Pennsylvania. Trustees of Conneaut Lake Park, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 14-11277) in Erie, Pennsylvania, on Dec. 4, 2014. The case is assigned to Judge Thomas P. Agresti. The Debtor was estimated to have assets and debt of $1 million to $10 million. Trustees of Conneaut Lake Park filed for bankruptcy protection less than 20 hours before the Crawford County amusement park was scheduled to go to sheriff's sale for almost $930,000 in back taxes and related fees. The Debtor tapped George T. Snyder, Esq., at Stonecipher Law Firm, in Pittsburgh, as counsel. * * * In September 2016, the Debtor won confirmation of its Chapter 11 plan. CONTURA ENERGY: CEO to Forfeit Equity-Based Awards -------------------------------------------------- Contura Energy, Inc. entered into an amended and restated employment agreement with its Chief Executive Officer and Chairman, David J. Stetson. The Amendment was approved by the Company's board of directors, with Mr. Stetson abstaining, following a review of Mr. Stetson's employment agreement by the Board's Compensation Committee and the Committee's recommendation to the Board that the Amendment be approved and executed. At Mr. Stetson's request, because of the limited number of shares of common stock presently available under the Company's Long Term Incentive Plan (LTIP), the Committee undertook the review of Mr. Stetson's employment agreement and the status of the LTIP. The CEO noted in his request that, because of this share limitation, incentive awards made to the Company's non-CEO executive officers in 2020 were principally cash-based, and that these officers' future LTIP incentive awards should be more equity-based to better align the long term interests of the Company's non-CEO executive officers with those of the Company's stockholders. In order to address this situation in the near term, Mr. Stetson offered to forfeit certain equity-based awards. The Committee evaluated the measures that could immediately be taken without increasing the number of shares authorized under the LTIP, including Mr. Stetson's proposal, to make shares available under the program for future equity-based awards to the Company's non-CEO executive officers that are more consistent with historical awards and that better align the long term interests of the Company's non-CEO executive officers with those of the Company's stockholders. The Committee concluded that undertaking the Amendment was the best mechanism to accomplish these objectives. Among other items, the Amendment: eliminates certain provisions that are no longer applicable; aligns the methodology and metrics for calculation of payments related to the Company's Annual Incentive Bonus Program with the terms of the Bonus Plan, including changing Mr. Stetson's maximum bonus payout from 200% of base salary to 250% of base salary; provides for the modification of the terms of the February 2020 Restricted Stock Unit (RSU) Award to Mr. Stetson, and the amendment of the associated RSU Award agreement, such that the ratable vesting scheduled to occur on the second and third anniversaries of the award shall instead both occur on the second anniversary of the award; provides that Mr. Stetson forfeits the Performance Share Units (PSUs) awarded to him in February 2020, which awards provided for the payment to him of an aggregate of 302,795 shares of common stock at target performance; provides that, for the 2021 calendar year, Mr. Stetson shall not be entitled to receive any award under the LTIP; and allows the Committee to determine the proportion of subsequent long-term incentive awards to Mr. Stetson that are time-based and performance-based and whether these awards will be settled in shares or in cash. LTIP Term Modifications On Jan. 25, 2021, the Committee, with input from its independent compensation consultant, evaluated the terms of time-vested, cash-based long-term incentive awards made to certain members of management in February 2020 pursuant to the LTIP. When granted, these awards provided for a vesting of the entire award on the third anniversary of the grant date, if the participant remained an employee of the Company at that time. The Committee then approved modification of the terms of these awards, subject to the amendment of the associated award agreements, to alter their vesting schedule such that one-third of the total value of the award will vest on each of the first three anniversaries of the grant date. Other terms of the awards remain unchanged. Among the recipients of these awards were Mr. Eidson, president and chief financial officer, and Mr. Whitehead, executive vice president and chief operating officer. About Contura Energy Contura Energy (NYSE: CTRA) -- http://www.conturaenergy.com-- is a Tennessee-based coal supplier with affiliate mining operations across major coal basins in Pennsylvania, Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Contura Energy reliably supplies both metallurgical coal to produce steel and thermal coal to generate power. Contura Energy reported a net loss of $316.32 million for the year ended Dec. 31, 2019. As of Sept. 30, 2020, the Company had $1.92 billion in total assets, $1.58 billion in total liabilities, and $342.96 million in total stockholders' equity. * * * As reported by the TCR on Dec. 22, 2020, S&P Global Ratings affirmed its 'CCC+' issuer credit rating on U.S.-based coal producer Contura Energy Inc. and revised the liquidity assessment to less than adequate. S&P said, "We view Contura's business as vulnerable due to declining thermal demand and prices, which is driving the company to exit these operations and begin reclamation work at some of its mines." In April 2020, Moody's Investors Service downgraded all long-term ratings for Contura Energy, Inc., including the Corporate Family Rating to Caa1 from B3. "Contura has idled the majority of its mines due to weak market conditions. Moody's expects that demand for metallurgical coal will weaken further in the near-term as blast furnace steel producers adjust to reduced demand due to the Coronavirus," said Ben Nelson, Moody's vice president -- senior credit officer and lead analyst for Contura Energy, Inc. "The rating action is entirely driven by macro-level concerns resulting from the global outbreak of coronavirus." CORELLE BRANDS: Moody's Completes Review, Retains Ba3 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Corelle Brands Holdings Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Corelle Brands' Ba3 CFR broadly reflects the company's modest scale, and its elevated operational risks due legacy Corelle business high fixed costs. The legacy Corelle Brand's business operates in the cyclical and mature housewares category, and it's highly reliant on a single, specialized manufacturing facility for its namesake brand. The temporary closure of its production facilities in New York and Malaysia that were not deemed essential, during a period of heightened demand for product partially impacted sales. The rating is broadly supported by the company's moderate credit metrics and its well-recognized portfolio of housewares and small kitchen appliance brands. Moody's expects continued good consumer demand at least through the first half of 2021 for small kitchen appliances and housewares because of ongoing stay at home and social distancing due to the coronavirus. Corelle Brands benefits from its global footprint, good diversification of its distribution channels, and good liquidity. The principal methodology used for this review was Consumer Durables Industry published in April 2017. CPI CARD: Jorg Schneewind Quits as Director ------------------------------------------- Jorg Schneewind notified CPI Card Group Inc. of his decision to resign as a member of the Company's board of directors, effective Jan. 25, 2021. Mr. Schneewind has accepted a senior leadership position with one of the Company's suppliers, and he decided to resign as a member of the Company's board of directors to avoid any potential conflict of interest. Mr. Schneewind's decision was not based on any disagreement with the Company or its management. About CPI Card CPI Card Group -- http://www.cpicardgroup.com-- is a payment technology company and provider of credit, debit and prepaid solutions delivered physically, digitally and on-demand. CPI helps its customers foster connections and build their brands through innovative and reliable solutions, including financial payment cards, personalization and fulfillment, and Software-as-a-Service (SaaS) instant issuance. CPI has more than 20 years of experience in the payments market and is a trusted partner to financial institutions and payments services providers. Serving customers from locations throughout the United States, CPI has a large network of high security facilities, each of which is registered as PCI Card compliant by one or more of the payment brands: Visa, Mastercard, American Express, and Discover. CPI Card reported a net loss of $4.45 million for the year ended Dec. 31, 2019, compared to a net loss of $37.46 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $253.69 million in total assets, $399.06 million in total liabilities, and a total stockholders' deficit of $145.37 million. * * * As reported by the TCR on Dec. 29, 2020, Moody's Investors Service affirmed CPI Card Group Inc.'s Caa1 Corporate Family Rating and Caa1-PD Probability of Default Rating. CPI's Caa1 CFR reflects the company's refinancing risk as maturities of the existing credit facilities will become current in May and August of 2021. CYTODYN INC: Signs Warrant Exercise Inducement Agreements --------------------------------------------------------- CytoDyn Inc. entered into warrant exercise inducement agreements with certain substantial holders of outstanding warrants to purchase an aggregate of 3,560,550 shares of Common Stock. The Exercise Warrants had exercise prices ranging from $0.45 to $0.75 per share and were issued in various financing transactions between November 2017 and December 2019, expiring five years from their respective dates of issuance. Pursuant to the Exercise Agreements, as an inducement to exercise the Exercise Warrants immediately for cash, the Company and the holders agreed to negotiated exercise prices ranging from $0.90 to $1.50 per share, and the Company agreed to issue to each Exercise Warrant holder upon exercise an additional four-tenths of a share of Common Stock for each share of Common Stock underlying the Exercise Warrants. In the aggregate, 3,560,550 shares of Common Stock, which includes the 2,543,250 Warrant Shares and 1,017,300 Additional Shares, will be issued in these transactions for aggregate gross proceeds to the Company of approximately $2.9 million, less expenses and the cash fee payable to Paulson Investment Company, LLC. Final settlements closed on Jan. 28, 2021. In connection with the Exercise Agreements, the Company entered into a Soliciting Agent Agreement with Paulson, pursuant to which Paulson assisted the Company as its exclusive soliciting agent in connection with the exercise of the Exercise Warrants. Company will pay to Paulson, as compensation for the services provided, a cash commission equal to four and one-half percent of the gross proceeds received by the Company from the Exercise Agreements. A total of 1,813,250 of the shares of Common Stock issuable upon exercise of the Warrants will be sold pursuant to the Company's Registration Statement on Form S-3 (File No. 333-223195), declared effective on March 7, 2018, including the prospectus supplement dated March 7, 2018 thereunder. The remaining 1,747,300 shares issuable upon exercise of the Warrants, as well as all of the Additional Shares, will be sold to accredited investors in reliance upon the exemption provided by Rule 506 of Regulation D and Section 4(a)(2) of the Securities Act of 1933, as amended. The Company has also previously filed Registration Statements on Form S-3 (File Nos. 333-223563 and 333-228991) to register the resale of certain shares of common stock underlying the Exercise Warrants under the Securities Act. Holders who are named as selling stockholders in the Resale Registration Statements may sell their Warrant Shares listed therein in accordance with the resale provisions set forth in the "Plan of Distribution" section of the Resale Registration Statement prospectus. The Additional Shares to be issued will be "restricted securities" under the Securities Act upon issuance to the holder. About CytoDyn Inc. Headquartered in Vancouver, Washington, CytoDyn Inc. -- http://www.cytodyn.com-- is a late-stage biotechnology company focused on the clinical development and potential commercialization of leronlimab (PRO 140), a CCR5 antagonist to treat HIV infection, with the potential for multiple therapeutic indications. CytoDyn reported a net loss of $124.40 million for the year ended May 31, 2020, compared to a net loss of $56.19 million for the year ended May 31, 2019. As of Nov. 30, 2020, the Company had $143.76 million in total assets, $150.29 million in total liabilities, and a total stockholders' deficit of $6.53 million. Warren Averett, LLC, in Birmingham, Alabama, the Company's auditor since 2007, issued a "going concern" qualification in its report dated Aug. 14, 2020, citing that the Company incurred a net loss for the year ended May 31, 2020 and has an accumulated deficit of approximately $354,711,000 through May 31, 2020, which raises substantial doubt about its ability to continue as a going concern. DANIEL C. HERVERT: Connelleys Buying Ashton House for $28.5K ------------------------------------------------------------ Daniel C. Hervert and Kristie R. Hervert ask the U.S. Bankruptcy Court for the District of Nebraska to authorize the sale of their former residence located at 70 W. Gifford Steet, in Ashton, Nebraska, to Kris P. Connelley and Bill J. Connelley for $28,500, on the terms of the Purchase Agreement. The Objection Deadline is Feb. 18, 2021. The home is subject to a first and second mortgage lien in favor of Citizen's Bank, in the approximate amount of $35,000. All net sales proceeds will be paid to Citizens Bank at closing. The Debtors ask a provision waiving the 14-day stay pursuant to rule 6004(h) to avoid any delays in closing in an Order approving the Motion for the reason that the Buyers must vacate their current residence in the near future. A copy of the Agreement is available at https://tinyurl.com/yxkao2nl from PacerMonitor.com free of charge. Daniel C. Hervert and Kristie R. Hervert sought Chapter 11 protection (Bankr. D. Neb. Case No. 20-41351) on Oct. 16, 2020. The Debtors tapped Samuel Turco, Esq., as counsel. DEMETRIOS ESTIATORIO: Gets Court Approval to Hire Accountant ------------------------------------------------------------ The Demetrios Estiatorio, LLC received approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ Carolyn Hall, a certified public accountant at Hall Accounting and Tax Services, LLC. Ms. Hall will assist with the tax returns, monthly operating reports and various other bookkeeping needs of the Debtor. The accountant will be paid at the rate of $75 per hour. Ms. Hall disclosed in a court filing that she is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Ms. Hall can be reached at: Carolyn Hall, CPA Hall Accounting & Tax Services, LLC 6034 Chester Avenue #207b Jacksonville, FL 32217 Phone: (904) 315-2151 About The Demetrios Estiatorio The Demetrios Estiatorio, LLC filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-03677) on Dec. 30, 2020. Sophia Tratsas, manager, signed the petition. At the time of the filing, the Debtor had estimated assets of less than $50,000 and liabilities of between $100,001 and $500,000. The Debtor tapped Jason A. Burgess, Esq., as its legal counsel and Carolyn Hall of Hall Accounting & Tax Services, LLC as its accountant. DESOTO HOLDING: March 17 Disclosure Statement Hearing Set --------------------------------------------------------- Desoto Owners LLC and Desoto Holding LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement and First Amended Joint Plan of Reorganization. On Jan. 22, 2021, Judge Jil Mazer-Marino ordered that: * March 17, 2021, at 11:30 a.m. at the United States Bankruptcy Court for the Eastern District of New York, 271 Cadman Plaza East, Brooklyn, New York, in Courtroom 3529 is the telephonic hearing to consider approval of the adequacy of the Disclosure Statement. * March 4, 2021, is fixed as the last day to file objections to the adequacy of the Disclosure Statement. As reported in the Troubled Company Reporter, the Debtors filed a Reorganization Plan that contemplates the prompt implementation of a redevelopment of the Mall Property through a development plan that was recently preliminarily approved by Manatee County after two years of effort and substantial investment by the Debtors. The Debtors intend to initially develop the Parcel A Property -- a 22-acre portion of the 57-acre Mall Property -- and complete all plan payments upon a sale or refinance of that parcel. Holders of Class 1 MTAG secured claim and Class 2 ATCF secured claim will receive payment of their claims in full plus interest no later than 10 days after Desoto Owners closes on its Construction Loan. The Debtors will ask the Bankruptcy Court to bifurcate the Class 3 Romspen Claim into a Secured Claim and an Unsecured Claim. The Holders of Class 5 General Unsecured Claims totaling $1.4 million will receive their pro-rata share of $500,000 distributable within 90 days of a sale or refinance of the Parcel A Property after it is developed and 40% of the Namdar Litigation Net Proceeds. A full-text copy of the Disclosure Statement dated Jan. 8, 2021, is available at https://bit.ly/3bASLv4 from PacerMonitor at no charge. A full-text copy of the order dated Jan. 22, 2021, is available at https://bit.ly/2Yt7UXj from PacerMonitor.com at no charge. About Desoto Holding Based in Brooklyn, New York, Desoto Holding LLC filed a Chapter 11 petition (Bankr. E.D.N.Y Case No. 20-43388) on Sept. 22, 2020. At the time of filing, the Debtor disclosed assets of between $0 to $50,000 and $10 million to $50 million liabilities. Isaac Nutovic, Esq. of NUTOVIC & ASSOCIATES is the Debtor's Counsel. DETROIT WORLD: Case Summary & 3 Unsecured Creditors --------------------------------------------------- Debtor: Detroit World Outreach Church FDBA The Embassy, A Kingdom Ministry Training Center FDBA Destiny Church Network 23800 W. Chicago Road Redford, MI 48239 Business Description: Detroit World Outreach Church is a religious organization that operates a Christian Church. Chapter 11 Petition Date: January 31, 2021 Court: United States Bankruptcy Court Eastern District of Michigan Case No.: 21-40850 Judge: Hon. Mark A. Randon Debtor's Counsel: Kimberly Redd, Esq. GREAT LAKES LEGAL GROUP PLLC One Towne Square Suite 1835 Southfield, MI 48076 Tel: 248-395-3699 E-mail: kimberly@gllegalgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Bishop CJ Andre, president. A copy of the Debtor's list of three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/RBI7PKY/Detroit_World_Outreach_Church__miebke-21-40850__0003.0.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/QYHCQPY/Detroit_World_Outreach_Church__miebke-21-40850__0001.0.pdf?mcid=tGE4TAMA DIAMOND OFFSHORE: Unsecureds Unimpaired in Debt-for-Equity Plan --------------------------------------------------------------- Diamond Offshore Drilling, Inc., and its Debtor Affiliates filed with the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, a Joint Chapter 11 Plan of Reorganization and a Disclosure Statement on Jan. 22, 2021. As of Jan. 22, 2021, Holders of over 70% of the RCF Claims (the "Consenting RCF Lenders") and over 70% of the Senior Notes Claims (the "Consenting Noteholders," and together with the Consenting RCF Lenders, the "Consenting Stakeholders") have already agreed, subject to the terms and conditions of the Plan Support Agreement (as defined herein), to vote in favor of the Plan. The Debtors have documented the terms of the restructuring contemplated by the Plan Support Agreement, including through the Plan and this Disclosure Statement. The key terms are summarized as follows: * Exit Facilities. On the Effective Date, the applicable Reorganized Debtors will enter into Exit Facilities consisting of (a) the $300 million to 400 million aggregate principal amount first lien, first-out Exit Revolving Credit Facility, (b) the $100 to 200 million aggregate principal amount first lien, last out Exit Term Loan Facility, and (c) $110 million aggregate principal amount in first lien, last out Exit Notes, which are pari passu with the Exit Term Loan Facility. The Exit Revolving Credit Facility will be fully-committed, with up to $100 million drawn as of the Effective Date. The $75 million of the Exit Notes (the Funded Notes) will be issued and outstanding as of the Effective Date, excluding any Exit Notes issued on account of the Commitment Premium (as defined in the Backstop Agreement), while $35 million of the Exit Notes (the Delayed Draw Notes) will remain fully-committed but undrawn as of the Effective Date and will be accessible through delayed draw mechanics. The Debtors have secured commitments from certain RCF Lenders pursuant to a Commitment Letter that ensures that at least $300 million and up to $400 million aggregate principal amount of the Exit Revolving Credit Facility is fully-committed on the Effective Date. * Funding of the Exit Notes. The Debtors have secured commitments from certain Holders of the Senior Notes pursuant to a Backstop Agreement that ensures the Exit Notes are fully-funded or committed to, as applicable, on the Effective Date through (a) certain Private Placements set forth in the Backstop Agreement and (b) two fully-backstopped Rights Offerings pursuant to which eligible Holders of Senior Notes will receive Subscription Rights to purchase or commit to purchase the Exit Notes not sold or committed to pursuant to the Private Placements. * New Equity. Holders of Senior Notes Claims will receive 70% of the New Diamond Common Shares, subject to dilution by the MIP Equity Shares and the New Warrants, on account of the full equitization of their Senior Notes Claims pursuant to the Plan. The remaining 30% of the New Diamond Common Shares shall be issued on the Effective Date to purchasers of the Exit Notes pursuant to the Private Placements and the Rights Offerings, subject to dilution by the MIP Equity Shares and the New Warrants. * New Warrants. Existing Parent Equity Interests will be canceled pursuant to the Plan, and Holders of Existing Parent Equity Interests will receive their Pro Rata share of the New Warrants on the Effective Date. The New Warrants are exercisable into 7% of the New Diamond Common Shares, subject to dilution by the MIP Equity Shares, struck at a total enterprise value implying a 100% recovery to Holders of Senior Notes Claims on the face value of their Senior Notes Claims (including accrued interest as of the Petition Date) Under the Plan, Class 5 consists of all Allowed General Unsecured Claims. Each Holder of an Allowed General Unsecured Claim will receive, at the option of the Debtors: (i) payment in full in Cash, on the later of (w) the Effective Date or as soon as reasonably practicable thereafter, (x) the date such Claim becomes Allowed or as soon as reasonably practicable thereafter, (y) the date such Claim comes due under applicable Law or in the ordinary course of business in accordance with the terms and conditions of the particular transaction giving rise to such Claim, or (z) such other date as agreed between the Debtors or the Reorganized Debtors and such Holder; (ii) reinstatement; or (iii) such other treatment sufficient to render such Claims unimpaired. Class 5 is deemed unimpaired under this Plan. Class 7 consists of all Allowed Existing Parent Equity Interests. On the Effective Date, or as soon as reasonably practicable thereafter, each holder of an Allowed Existing Parent Equity Interest will receive its pro rata share of the New Warrants, subject to dilution by the MIP Equity Shares. Although this Plan is presented as a joint plan of reorganization for administrative purposes, the Plan does not provide for the substantive consolidation of the Debtors' Estates, and on the Effective Date, the Debtors' Estates shall not be deemed to be substantively consolidated for any reason. Nothing in this Plan, the Confirmation Order or the Disclosure Statement will constitute or be deemed to constitute a representation that any one or all of the Debtors is subject to or liable for any Claims or Interests against or in any other Debtor. A Claim or Interest against or in multiple Debtors will be treated as a separate Claim or Interest against or in each applicable Debtor's Estate for all purposes, including voting and distribution. On the Effective Date, all Existing Parent Equity Interests shall be cancelled and the Reorganized Company shall issue or cause to be issued the New Diamond Common Shares and New Warrants in accordance with the terms of the Plan and the Confirmation Order. On the Effective Date, applicable Holders of eligible Claims or Interests shall receive the New Diamond Common Shares and New Warrants in exchange for their respective Claims or Interests as set forth in the Plan and pursuant to the Rights Offerings. All of the New Diamond Common Shares and New Warrants issuable under this Plan and the Confirmation Order, when so issued, shall be duly authorized, validly issued, fully paid, and nonassessable. A full-text copy of the Joint Plan of Reorganization dated Jan. 22, 2021, is available at https://bit.ly/39u88nt from PacerMonitor.com at no charge. Co-Counsel for Debtors: PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Paul M. Basta Robert A. Britton Christopher J. Hopkins Alice Nofzinger Shamara R. James 1285 Avenue of the Americas New York, New York 10019 Telephone: (212) 373-3000 Facsimile: (212) 757-3990 -and- PORTER HEDGES LLP John F. Higgins Eric M. English M. Shane Johnson 1000 Main St., 36th Floor Houston, Texas 77002 Telephone: (713) 226-6000 Facsimile: (713) 226-6248 About Diamond Offshore Diamond Offshore Drilling, Inc., provides contract drilling services to the energy industry worldwide. The company operates a fleet of 15 offshore drilling rigs, including 4 drillships and 11 semi-submersible rigs. It serves independent oil and gas companies, and government-owned oil companies. The company was founded in 1953 and is headquartered in Houston, Texas. Diamond Offshore Drilling is a subsidiary of Loews Corporation. Diamond Offshore Drilling, Inc., along with its affiliates, filed a voluntary petition for reorganization under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32307) on April 26, 2020. The petitions were signed by David L. Roland, senior vice president, general counsel, and secretary. As of Dec. 31, 2019, the Debtors disclosed $5,834,044,000 in total assets and $2,601,834,000 in total liabilities. The case is assigned to Judge David R. Jones. Paul, Weiss, Rifkind, Wharton & Garrison LLP and Porter Hedges LLP are acting as the Company's legal counsel and Alvarez & Marsal is serving as the Company's restructuring advisor. Lazard FrÃ¨res & Co. LLC is serving as financial advisor to the Company. Prime Clerk LLC is the claims and noticing agent. DIGIPATH INC: Incurs $2.3 Million Net Loss in Fiscal 2020 --------------------------------------------------------- Digipath, Inc. filed with the Securities and Exchange Commission its Annual Report on Form 10-K disclosing a net loss of $2.31 million on $2.57 million of revenues for the year ended Sept. 30, 2020, compared to a net loss of $1.80 million on $2.55 million of revenues for the year ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $1.79 million in total assets, $2.88 million in total liabilities, and a total stockholders' deficit of $1.10 million. As of Sept. 30, 2020, the Company had current assets of $397,242, comprising of cash of $82,749, accounts receivable of $242,145, other assets of $53,673, and deposits of $18,675. The Company's current liabilities as of Sept. 30, 2020 were $742,678, consisting of $387,946 of accounts payable, $163,152 of accrued expenses, $20,000 of short term advances, the current portion of operating lease liabilities in the amount of $84,731, the current portion of financing lease liabilities in the amount of $32,532, and the current maturities of notes payable in the amount of $54,317. M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since 2017, issued a "going concern" qualification in its report dated Jan. 29, 2021, citing that the Company has recurring losses from operations and insufficient working capital, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: https://www.sec.gov/Archives/edgar/data/1502966/000149315221002057/form10-k.htm About DigiPath Headquartered in Las Vegas, Nevada, Digipath, Inc. -- http://www.digipath.com-- offers full-service testing lab for cannabis, hemp and ancillary cannabis and hemp infused products serving growers, dispensaries, caregivers, producers, patients and eventually all end users of cannabis and botanical products. DIOCESE OF CAMDEN: London Maket Insurers Say Plan Unconfirmable --------------------------------------------------------------- Certain Underwriters at Lloyd's, London and Certain London Market Companies object to the Disclosure Statement filed by the Diocese of Camden, New Jersey, asserting that the Disclosure Statement does not merit approval by the Court because it describes a patently unconfirmable Chapter 11 Plan of Reorganization, and provides inadequate and misleading information to creditors. Certain Underwriters at Lloyd's, London and Certain London Market Companies (collectively "London Market Insurers" or "LMI") have negotiated settlements in every single diocesan bankruptcy case in which LMI subscribed policies have been at issue. Each such settlement was the product of a global agreement among the diocese, its related entities, its insurers, and the tort claimants. The Plan does not provide for any settlement, let alone a global settlement. The London Market Insurers aver that the Plan is patently unconfirmable for two reasons: * First, the Plan enjoins claims against "Covered Parties" without limiting such injunction to "derivative claims" (i.e., claims for which the Debtor shares liability with one or more non-debtor entities, the liability for which arises out of the Debtor's conduct). However, controlling authority bars any injunction of claims against non-debtors that includes, as here, non-derivative claims. Moreover, the injunction does not meet the standard for approval of any injunction of claims against non-debtors. * Second, the Plan fails to specify the Covered Parties' contribution to the reorganization, thereby preventing the Court from determining whether the Covered Parties are making a contribution that is critical to the feasibility of the reorganization, or whether the contribution is fair consideration for an injunction of claims against the Covered Parties. Further, the Plan expressly precludes any contribution by the Covered Parties from benefiting the tort claimants in any way. Additionally, they point out that the Disclosure Statement provides inadequate and misleading information. It is inadequate because it does not disclose that any indemnity under the LMI Policies may be precluded by the fact that the Plan does not require the Trust to perform the Debtor's duties under such insurance policies. Thus, the conditions to LMI's indemnity obligations for covered ultimate net loss imposed on the Debtor will not be satisfied. The Disclosure Statement, according to LMI, is misleading because it includes statements that could lead the Tort Claimants to believe that, if they vote for the Plan, they will benefit from insurance settlements, without disclosing that the Plan makes no provision for such settlements. As the Plan makes no provision for an injunction of claims against any insurers that settle, insurance settlements are highly unlikely. The Disclosure Statement fails to provide correct information regarding the LMI-subscribed insurance policies, or the Debtor's earlier settlement with LMI, which would give the Tort Claimants the impression that more insurance coverage would be available to pay claims than actually exists. Interstate Fire & Casualty Company joins in the objection filed by Certain Underwriters at Lloyd's, London and Certain London Market Companies on Jan. 27, 2021 objecting to the Disclosure Statement filed by the Diocese of Camden, New Jersey. Counsel for Certain Underwriters at Lloyd's, London and Certain London Market Companies: Sommer L. Ross, Esq. DUANE MORRIS LLP 222 Delaware Avenue, Suite 1600 Wilmington, DE 19801 Telephone: (302) 657-4951 Email: SLRoss@duanemorris.com About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DIOCESE OF CAMDEN: Tort Committee Says Plan Can't Be Confirmed -------------------------------------------------------------- The Official Committee of Tort Claimant Creditors of the Diocese of Camden, New Jersey to the adequacy of the proposed Disclosure Statement proposed by Debtor. The Tort Claimants aver that the Debtor's Disclosure Statement should not be approved because it fails to provide Survivor Claimants with adequate information allowing them to make an informed decision when voting on the Plan: First, a hearing to determine the adequacy of the Disclosure Statement is premature. Until the expiration of the Bar Date (which has not even been set yet)—at which point Survivor Claimants can be identified—the Debtor cannot solicit votes from unknown Survivor Claimants. Not only does the Disclosure Statement fail to address how the Debtor can solicit votes from Survivor Claimants before they are known, but it is unclear, at best, how the Debtor can legally disenfranchise creditors from voting on the Plan. Second, even if the Debtor could satisfy its obligation to solicit votes from Survivor Claimants, the Disclosure Statement: * lacks crucial financial information necessary for Survivor Claimants to evaluate the Plan and the fairness of potential distributions under it, including omission of any financial information about the non-debtor recipients of mandatory releases from Survivor Claimants, how much those parties are contributing for such releases, or what the Debtor did to investigate any claims and causes of action that may exist for the benefit of the Estate; * fails to provide sufficient information for Survivor Claimants to understand the amount of their distribution, when they will receive it, and what contingencies exist that may prevent or delay distribution; and * proposes Solicitation Procedures that inadequately explain how votes will be solicited from Survivor Claimants. Even if the extensive inadequacies in the Disclosure Statement were cured, the Plan it describes is unconfirmable. When a plan so violates 11 U.S.C. Sec. 1129 and applicable law that its unconfirmability is clear, courts will address confirmation issues at the disclosure statement stage. "This bankruptcy was not commenced because the Debtor was facing imminent financial collapse. Instead, the Debtor filed this Chapter 11 Case in a transparent attempt to limit its liability for the pain and suffering it caused survivors of sexual abuse. This case was filed, in other words, for the purpose of imposing harsh reductions on the amount of damages that survivors would otherwise have the right to pursue by a jury of their peers properly and fairly measuring the destruction wrought upon them by the Debtor," the Tort Claimants point out. It avers that in fact, through this case, the Debtor seeks to: (i) cut short the deadline by which survivors may file a claim; (ii) enjoin creditors from beginning and continuing suits against certain of the Covered Parties; (iii) obtain approval of the Disclosure Statement and confirm the Plan before the Committee has been provided an adequate chance to investigate the assets of the Estate and the claims the Debtor may hold against the Covered Parties; and then (iv) through the Plan, provide for only $10 million to be paid to Survivor Claimants over ten years while channeling all claims against the Covered Parties to a Trust after which such claims will be released. "The result: the Debtor would pay survivors of abuse claims pennies in recompense for the harm they suffered for decades while shielding tens (if not hundreds) of millions of dollars of assets that the Debtor does not even mention in the Disclosure Statement." "Such a scheme cannot be allowed to succeed. If it were, nonprofit tortfeasors would be permitted to use bankruptcy to shield their assets while cleansing themselves of liability by paying a fraction of what a jury might award survivors for the pain and harm they suffered. This scheme should thus be derailed at the first opportunity, to avoid putting the Debtor's Estate, creditors, and survivors to the expense and uncertainty of the solicitation of, and litigation over, a plan that cannot be confirmed," the Tort Claimants tell the Court. Besides the violation of the fair and equitable test, the Tort Claimants lament that the Plan contains many other features that independently render the Plan unconfirmable as a matter of law. In this regard, the Plan: * improperly provides for Third-Party Releases; * unfairly discriminates against Survivor Claimants; * artificially impairs the claims of trade creditors owed only $2 million; * violates the absolute priority rule; and * is proposed in bad faith. Nor has the Debtor complied with Sections 704(a)(7), 1123(a)(7), and 1129 of the Bankruptcy Code, and until the Debtor does so, the Plan cannot be confirmed. Instead, the Debtor raced to file the Plan and Disclosure Statement near the stroke of midnight on New Year's Eve, seemingly without considering whether it has satisfied each of its obligations under the Bankruptcy Code or even prepared all of the exhibits to the Disclosure Statement. As a result of these defects, the Disclosure Statement should not be approved. Counsel to the Official Committee of Tort Claimant Creditors Jeffrey D. Prol, Esq. Michael A. Kaplan, Esq. Brent Weisenberg, Esq. LOWENSTEIN SANDLER LLP One Lowenstein Drive Roseland, NJ 07068 Telephone: (973) 597-2500 E-mail: jprol@lowenstein.com E-mail: mkaplan@lowenstein.com E-mail: bweisenberg@lowenstein.com About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DIOCESE OF CAMDEN: Trade Committee Says Disclosures Inadequate -------------------------------------------------------------- The Official Committee of Unsecured Trade Creditors appointed in the case of the Diocese of Camden, New Jersey submitted an objection to the Disclosure Statement. The Trade Committee points out that: -- The Disclosure Statement fails to provide adequate information about alleged excluded assets and the basis for exclusion: * In the Disclosure Statement, the Debtor makes a number of legal assertions, without adequate support, about certain assets that it does not believe are assets of the bankruptcy estate. * At present, the Disclosure Statement relies on a presumption that the Debtor's designation as to what constitutes an excluded asset of the Estate will be found by the Court to be an excluded asset of the Estate without full disclosure to allow for creditors to conduct an appropriate investigation into the alleged "excluded assets" and an opportunity to object to this classification. -- The Disclosure Statement fails to provide adequate information about diocesan assets that are allegedly "restricted". Similar to the deficiencies with respect to alleged "excluded" assets, the Disclosure Statement fails to provide sufficient information in regards to Diocesan property / assets that are allegedly "restricted" and thus excluded from the Liquidation Analysis. Furthermore, the Disclosure Statement, as is also the case with the "excluded assets," relies on the presumption that the Debtor's classification as to what constitutes a "restricted asset" is accurate without allowing for an appropriate investigation by creditors into the alleged "restricted assets" and the opportunity to object to this classification. -- The Disclosure Statement fails to provide adequate information about third-party releases. The disclosures provided in regards to the third party releases for Covered Parties on account of vague and uncertain "Substantial Contribution Amounts" are obviously deficient. Based on this limited information, creditors have no idea as to, inter alia: (i) which parties will make contributions; (ii) how much is available from these parties; (iii) who will determine what their "financial capabilities" are; and (iv) why certain parties who may not provide any contribution to the estate for distribution will be the beneficiaries of releases and injunctions. -- The mediation process is still undetermined. At present, the Mediation Motion has not yet been adjudicated by the Court. While a decision is expected soon, the Disclosure Statement fails to incorporate any information related to the relief sought and its impact on the Plan process as currently outlined. -- The bar date has not yet been set. Until the bar date is established and the full creditor body is known (or can otherwise be effectively estimated by the Debtor and other parties in interest), creditors cannot properly evaluate the Disclosure Statement, including whether the proposed treatment of Class 2 creditors meets the requisite standards under the Bankruptcy Code. -- Information is missing or inaccurate. The Trade Committee also notes that there are a variety of inconsistencies and inaccuracies in the Disclosure Statement, which have been shared with the Diocese. The Trade Committee reserves all rights with respect to same, but anticipates that the Debtor will supplement and/or amend the Disclosure Statement with respect to such issues. Proposed counsel to Official Committee of Unsecured Trade Creditors: Warren J. Martin Jr., Esq. John S. Mairo, Esq. Rachel A. Parisi, Esq. PORZIO, BROMBERG & NEWMAN, P.C. 100 Southgate Parkway P.O. Box 1997 Morristown, New Jersey 07962 Tel: (973) 538-4006 Fax: (973) 538-5146 E-mail: wjmartin@pbnlaw.com jsmairo@pbnlaw.com raparisi@pbnlaw.com About The Diocese of Camden, NJ The Diocese of Camden, New Jersey is a nonprofit religious corporation organized pursuant to Title 16 of the Revised Statutes of New Jersey. The Diocese is the secular legal embodiment of the Roman Catholic Diocese of Camden, a juridic person recognized under Canon Law. The Diocese of Camden sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 20-21257) on Oct. 1, 2020. The petition was signed by Reverend Robert E. Hughes, vicar General and vice president. At the time of the filing, the Debtor had total assets of $53,575,365 and liabilities of $25,727,209. Judge Jerrold N. Poslusny Jr. oversees the case. McManimon, Scotland & Baumann, LLC, is the Debtor's legal counsel. DR. PROCTOR: Disclosure Statement Hearing Reset to March 16 ----------------------------------------------------------- On Jan. 4, 2021, debtor Dr. Proctor & Associates filed with the U.S. Bankruptcy Court for the District of Maryland at Greenbelt a Disclosure Statement and a Plan. On Jan. 22, 2021, Judge Maria Ellena Chavez-Ruark ordered that: * March 16, 2021, at 10:00 a.m. is the hearing to consider the approval of the Disclosure Statement to be held in Virtual Courtroom. * Feb. 24, 2021, is fixed as the last day for filing and serving written objections to the Disclosure Statement. A full-text copy of the Amended Order dated Jan. 22, 2021, is available at https://bit.ly/3oz7MA4 from PacerMonitor.com at no charge. Attorney for the Debtor: The Johnson Law Group, LLC William C. Johnson, Jr., Esq. 6305 Ivy Lane, Suite 630 Greenbelt, Maryland 20770 Tel: (202) 525-2958 Fax: (301) 288-7473 About Dr. Proctor & Associates Dr. Proctor & Associates, formerly Kids R 1st, LLC, offers a range of programs and services that enhance growth, independence, and quality of life for individuals with special needs, including children, adolescents, adults with Autism Spectrum Disorder, and other developmental disabilities. Dr. Proctor & Associates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-19022) on Oct. 5, 2020. At the time of the filing, the Debtor estimated assets of between $100,001 and $500,000 and liabilities of less than $50,000. William C. Johnson, Jr., Esq., serves as the Debtor's legal counsel. EDWARD DON: Moody's Completes Review, Retains B3 CFR ---------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Edward Don & Company, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Edward Don & Company, LLC's (Edward Don) B3 CFR reflects its relatively small scale, its elevated financial leverage and negative free cash flows. The company has end market concentration in the foodservice/ restaurant and lodging sectors, which are susceptible to discretionary consumer spending, and the deteriorating operating environment as a result of the coronavirus outbreak. The rating also reflects the company's strong market position in the foodservice supplies and equipment distribution industry, and its relatively recurring revenue stream from supply replenishment and equipment replacement. Edward Don has adequate liquidity, low capital expenditure requirements and no near term maturities until its revolver matures in 2023, which provides financial flexibility to fund working capital needs. Governance factors include the company's majority ownership by private equity sponsors, which increases the risk of aggressive financial policies, and its acquisitive growth strategy. The principal methodology used for this review was Distribution & Supply Chain Services Industry published in June 2018. EMPYREAN FINANCIAL: Case Summary & 5 Unsecured Creditors -------------------------------------------------------- Debtor: Empyrean Financial Group, LC 834 Windslow Avenue Gaffney, SC 29341 Chapter 11 Petition Date: January 30, 2021 Court: United States Bankruptcy Court District of South Carolina Case No.: 21-00277 Judge: Hon. Helen E. Burris Debtor's Counsel: Robert H. Cooper, Esq. THE COOPER LAW FIRM 150 Milestone Way, Ste B Greenville, SC 29615 Tel: 864-271-9911 Fax: 864-232-5236 E-mail: thecooperlawfirm@thecooperlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Ami Tilva, sole owner/managing member. A copy of the petition containing, among other items, a list of the Debtor's five unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/5EDESCA/Empyrean_Financial_Group_LC__scbke-21-00277__0001.0.pdf?mcid=tGE4TAMA ENKOGS1, LLC: Seeks Use of Cash Collateral ------------------------------------------ ENKOGS1, LLC asks the U.S. Bankruptcy Court for the Middle District of Florida, Orlando Division, for authority to use cash collateral pursuant to 11 U.S.C. section 363, nunc pro tunc to January 22, 2021, to pay for post-petition wages, insurance, utilities, marketing and advertising, pay payroll taxes, pay for labor and materials, as well as the normal expenses of day-to-day operation. The Debtor requires the use of cash collateral to fund all necessary operating expenses of its business. The continued operation of the Debtor's business is the only manner in which it can successfully reorganize, ENKOGS1 says. On the Petition Date, the Debtor had assets valued at approximately $3,700,000. These assets include the real estate where the Debtor's hotel is located, as well as furniture, fixtures, equipment, and cash on deposit. In order to finance the purchase of the hotel in 2018, the Debtor acquired at loan from the State Bank of Texas. The State Bank of Texas holds a first priority mortgage on the hotel property. The State Bank of Texas has a lien on all of the Debtor's assets by virtue of a deed of trust and UCC-1 Financing Statement. On the Petition Date, the total indebtedness to the SBOT was approximately $2,293,457. The Aranasas County Tax Assessor has a lien against the real property where the hotel is located for unpaid property taxes in the amount of $59,736. SBOT is the only secured creditor that can allege a lien on cash collateral. The Debtor proposes to use the cash collateral in accordance with the terms of the Budget. The Debtor also requests that it be authorized to (i) exceed any line item on the budget by an amount up to 10% of each such line item; or (ii) exceed any line item by more than 10% so long as the total of all amounts in excess of all line items for the Budget do not exceed 10% in the aggregate of the aggregate total budget. As adequate protection, the Debtor proposes to grant secured creditors with a replacement lien to the extent and validity of such lien that existed pre-petition. The Debtor reserves the right to challenge the validity, extent or value of any and all of the alleged secured claims. A copy of the Motion is available for free at https://bit.ly/2MakwQE from PacerMonitor.com. About ENKOGS1, LLC ENKOGS1, LLC r is a Texas limited liability company, formed on July 31, 2018, which owns and operates a 79-room hotel in Fulton (Rockport), Texas under the flag of Econo Lodge Inn & Suites. The Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:21-bk-00276) on January 22, 2021. In the petition signed by Marco Kozlowski, managing member, the Debtor disclosed between $1 million to $10 million in both assets and liabilities. The Debtor is represented by BARTOLONE LAW, PLLC as counsel. FARM-RITE: Wins Cash Collateral Access Thru Feb. 16 --------------------------------------------------- Judge Jerrold N. Poslusny entered an eighth interim order authorizing Farm-Rite, Inc., to use cash collateral. The Debtor and Farm Credit East, ACA have agreed to extend the Debtor's use of cash collateral up through and including February 16, 2021. Counsel for the Debtor has conferred with counsel for Farm Credit, TCFIF, WFCDF, Horizon, Kubota, and Land Pride-Division of Great Plains Mfg. Inc. for the purpose of a consensual further interim cash collateral order. The eighth interim order provides that the Debtor is authorized to use cash collateral for the periods and in accordance with the cash collateral budget, with a 20% cushion allowed to the Debtor over and above said amount, through February 16. As additional adequate protection for use of the cash collateral, among others: -- Farm Credit is to be provided a report, as of as of January 31, 2021, showing the inventory and accounts receivable in the format used by the Debtor and Farm Credit for the Debtor's "Borrowing Base Certificate." The report will have all exhibits and schedules, including accounts receivable report, accounts receivable ageing report, schedule of new units owned, schedule of used units owned, and parts inventory. -- A replacement perfected security interest under 11 U.S.C. sec. 361(2) to the extent that each of TCFIF, WFCDF, Land Pride and Kubota's cash collateral liens are respectively validated pursuant to further proceedings, to the extent and with the same priority in all of the Debtor's postpetition collateral, and proceeds thereof, that each of TCFIF, WFCDF, Land Pride and Kubota respectively held in the Debtor's pre-petition property, subject to payments due under 28 U.S.C. sec. 1930(a)(6). The replacement liens granted in the Eighth Interim Order will be deemed automatically valid and perfected without any further notice or act by any party. -- To the extent that adequate protection provided for proves insufficient to protect the interests of each of TCFIF, WFCDF, Land Pride and Kubota in and to the cash collateral, each of TCFIF, WFCDF, Land Pride and Kubota respectively will have a superpriority administrative expense claim, pursuant to 11 U.S.C. sec. 507(a), in the same validity and priority to which they were entitled as of the Petition Date, whether in this proceeding or in any superseding proceeding, subject to payments due under 28 U.S.C. sec. 1930 (a)(6). Excluded from this super-priority administrative claim are any causes of action arising under Chapter 5 of the Bankruptcy Code. Farm Credit's pre-petition liens and Farm-Credit's and the other Secured Creditors' (as well as other purported Cash Collateral Interest Holder's as may be applicable) replacement liens and statutory rights under section 507(b) will be subject and subordinate to a carve-out for the payment of statutory fees pursuant to 28 U.S.C. section 1930(a)(6) and allowed professional fees and disbursements, charges and expenses incurred by counsel and other professionals retained by the Debtor, in an aggregate amount not to exceed $60,000 per month through the date of the Eighth Interim Order. As additional adequate protection, the Debtor has retained an investment banker to, inter alia, market the Debtor's business for sale. As additional adequate protection, the Debtor intends to submit a motion to establish bidding procedures for the sale of the Debtor's assets on or before January 31, 2021. If a Committee is appointed under section 1102 of the Bankruptcy Code, it will have a minimum of 60 days (or such longer period as the Committee may obtain for cause shown before the expiration of such period) from the date of the order approving the appointment of counsel to the Committee to (i) investigate the facts and to determine the extent, validity and priority of the respective liens of Farm Credit, TCFIF, WFCDF, Land Pride, Kubota and any other entities who assert an interest in cash collateral, and (ii) bring any appropriate proceedings as representative of the Debtor's estate. The Debtor and any party in interest will have a minimum of 75 days (or a longer period for cause shown before the expiration of such period) from the entry of the final cash collateral order to (i) investigate the facts and file a motion seeking authority to bring any appropriate proceedings (if such motion is required) and (ii) file such proceeding as representative of the Debtor's estate to determine the extent, validity and priority of the respective liens of Farm Credit, TCFIF, WFCDF, Land Pride, Kubota and any other entities who assert an interest in cash collateral. A final hearing on the matter is scheduled for February 2 at 11 a.m. In the event no objections are filed or are not advanced at such hearing, then the Eighth Interim Order will continue in full force and effect and will be deemed a Final Order through February 16 without further notice or hearing. About Farm-Rite Inc. Farm-Rite Inc. offers agriculture, construction, commercial irrigation and commercial landscaping equipment. Bridgeton, N.J.-based Farm-Rite filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 20-19379) on August 7, 2020. The case is assigned to Judge Jerrold Poslusny. Arthur J. Abramowitz, Esq., at Sherman Silverstein Kohl Rose & Podolsky, serves as the Debtor's counsel. The Debtor hired Karpac & Company as accountant. In its petition, the Debtor estimated $10 million to $50 million in both assets and liabilities. The petition was signed by Donald C. Strang, president. FDZ HOMES: Sets Overbidding Procedures for Los Angeles Property --------------------------------------------------------------- FDZ Homes, Inc., asks the U.S. Bankruptcy Court for the Central District of California to authorize the overbid procedures relating the sale of the real property located at 3401 Greensward Road, in Los Angeles, California, APN 5437-019-014, to Daniel and Mary Flagstad for $1.26 million, subject to overbid. A hearing on the Motion is set for Feb. 17, 2021, at 10:00 a.m. The Greensward Property is legally described as Lot 57 of Tract No. 4178, in the City of Los Angeles, County of Los Angeles, State of California, as per map recorded in Book 75 Pages 30-32 inclusive of Maps, in the Office of the County Recorder of said County. The Debtor estimates that approximately $15,393 is due in property taxes against the Greensward Property for fiscal year 2020. The sale price of $1.26 million represents the Greensward Property's fair market value. The Debtor's real estate agent Lauren Reichenberg reviewed comparable sales in the area and performed an inspection of the Property. Based on the results of her analysis, the Agent determined the Property's fair market value to be approximately $1.26 million. As provided in Ms. Reichenberg's declaration, she began marketing the Greensward Property in December 2018. The Property was listed on the MLS, Compass' website, Zillow, Realtor.com and other real estate websites. As a result of her marketing efforts, the Debtor received an offer to purchase the Greensward Property from Mr. and Mrs. Flagstad for $1.26 million, subject to overbid. It was the best offer received and was accepted by the Debtor. Subject to Court approval, the Debtor proposes to sell the Greensward Property to the Buyers for $1.26 million. The parties have executed California Residential Purchase Agreement and Joint Escrow Instructions, Seller Counter Offer No. 1 and Buyer Counter Offer No. 1. The Buyers have deposited $31,470 into escrow. The Purchase Agreement provides in part: a. The Buyers acknowledge that it is buying the Greensward Property "as is" and "where is" without warranties of any kind, express or implied, being given by the Debtor, its agents concerning the Property's condition; b. The Buyers are aware the Offer is contingent upon Bankruptcy Court approval; c. There are no contingencies to the transaction; d. If a successful overbidder is accepted and approved by the Court, the successful overbidder is to reimburse the Buyers up to $2,000 for costs incurred; and e. Any and all disputes which involve in any manner the bankruptcy estate or the Trustee arising from the Purchase Agreement will be resolved only in the Court. In order to obtain the highest and best offer for the benefit of the estate's creditors, the Debtor proposes that the offer be subject to overbid. Notice is being provided of the opportunity for overbidding to all interested parties. The Debtor asks that the Court approves the following overbid procedure: a. Only qualified bidders may submit an overbid. b. Each bid must be received by the Debtor and the Debtor's counsel no later than three business days prior to the hearing on the Motion. The Debtor has discretion to shorten the deadline to submit overbids. c. The initial overbid must exceed the original Offer by a minimum of $5,000. Each subsequent bid must then be in increments of at least $2,500. d. Each bid must be all cash, non-contingent, and on the same terms and conditions, other than price, as those proposed in the Offer. e. Each bidder must match all terms and conditions of the original bid. Thus, an "earnest money" deposit of at least $31,470 must be made. The deposit must be received by the Debtor no later than three business days prior to the hearing on the Motion. The deposit must be in cash, cashier's check, certified check of irrevocable letter of credit, and must be deposited with the Debtor so that the Debtor Will have access to the funds no later than three business days prior to the hearing on the Motion. f. Should a bidder fail to qualify for ﬁnancing or timely close escrow, the $31,470 deposit is non-refundable. The procedures will provide for an orderly completion of the sale of the Greensward Property by permitting all bidders to compete on similar terms and will allow interested parties and the Court to compare competing bids in order to realize the highest benefit for the estate. On Jan. 26, 2021, the Debtor filed its application to employ Lauren Reichenberg as its real estate agent. Prior to the hearing on the present Motion, the Debtor will lodge the proposed order approving the Employment Application. Through the Motion, the Debtor asks authority to pay its agent an amount not greater than 5% of the purchase price or applicable overbid, which will be shared with the Proposed Buyers' broker, if any, provided that the estate nets a like amount and upon entry of an order approving the Motion. The Debtor has determined that a 5% commission is appropriate. The sale of the Portola Properties will benefit creditors because substantial sale proceeds will be realized for the benefit of creditors. The estimated net sale proceeds are calculated as follows: (i) Sales Price - $1.26 million, less (ii) estimated 8% costs of sale, $100,800 including 5% real estate commissions, less (iii) est. R.E. Property Taxes - $15,393, 1st T.D. (MOR Financial) - $801,000, 2nd T.D. (MOR Financial) - $239,000. The net proceeds will be $103,807. Time is of the essence and the Buyers can immediately complete the sale. Accordingly, the Debtor asks that the Court waives the stay imposed by Rule 6004(h). A copy of the Agreement is available at https://tinyurl.com/y29f9m47 from PacerMonitor.com free of charge. About FDZ Homes Inc. FDZ Homes, Inc. is the owner of five properties in Los Angeles and Palm Springs, Calif., having a total current value of $7.42 million. FDZ Homes sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-20772) on Dec. 7, 2020. At the time of the filing, the Debtor disclosed $7,422,233 in assets and $7,464,153 in liabilities. Judge Ernest M. Robles oversees the case. The Bisom Law Group serves as the Debtor's legal counsel. FIREBALL REALTY: Has Access to Primary Bank's Cash Thru April 30 ---------------------------------------------------------------- Judge Michael A. Fagone authorized Fireball Realty, LLC to use the proceeds of cash collateral through April 30, 2021, to pay costs and expenses incurred by the Debtor in the ordinary course of business, and to provide adequate protection to Primary Bank. The Debtor is authorized to continue to collect $4,000 of Primary Bank's cash collateral generated from rents currently being received from the South Willow Street property pending further Court orders, and to use the cash collateral and any additional cash collateral derived from the Primary Bank properties. Primary Bank may collect and distribute the cash collateral during the use period as follows: a. $1,929.71 to Primary as an adequate protection payment for South Willow Street; b. $862.86 to Primary as an adequate protection payment for the Second Priority Primary Mortgage; and c. $654.29 to be paid towards real estate taxes due on the Primary Properties as they become due. The Debtor is authorized to use Additional Cash Collateral other than Primary Cash Collateral only for the purposes and as described in the Cash Collateral Budget. As adequate protection for the use of the Additional Cash Collateral, Primary is granted a first security interest in the Additional Cash Collateral, and the Order will bind on the debtor and all creditors declaring that the security interest granted to Primary in the Additional Cash Collateral Account is valid, binding, enforceable and perfected. As further adequate protection for the use of the Additional Cash Collateral the Debtor will make adequate protection payments, pay the property insurance invoice at least as and when shown on the Budget, maintain current and provide to Primary certificates of property and casualty insurance, pay all water and sewer bills arising with respect to the Primary Properties, pay the electric, trash and fuel expenses with respect to the Primary Properties, use and expend the Additional Cash Collateral for no purpose other than those described in the Budget, and timely file its monthly operating reports. A copy of the interim order and the Debtor's budget through the week of April 30 is available at https://bit.ly/3r6QTP7 from PacerMonitor.com. About Fireball Realty, LLC Fireball Realty LLC, a real estate agency in Manchester, N.H., sought Chapter 11 protection (Bankr. D.N.H. Case No. 19-10922) on June 28, 2019. In the petition signed by Charles R. Sargent Jr., member, the Debtor was estimated to have assets and liabilities in the range of $1 million to $10 million. Judge Michael A. Fagone oversees the case. The Debtor tapped William S. Gannon, Esq., at William S. Gannon PLLC, as counsel. FTE NETWORKS: GS Capital Demands Immediate Payment of $1.98 Million ------------------------------------------------------------------- FTE Networks, Inc. received an email from GS Capital Partners, LLC, purporting to serve as notice of acceleration of a certain 6% convertible redeemable note dated March 10, 2020 in the principal amount of $1,800,000 due to the Company's failure to file its Exchange Act reports within the time prescribed in the Note. The Notice also includes a demand by GS Capital for immediate payment of the Note's outstanding principal and interest of $1,980,638.36. If GS Capital enforces payment of the Note through judicial means, it would have a material adverse effect on the Company's financial condition and the Company's ability to continue to operate. The Company still hopes to reach an amicable resolution to this matter; however, there can be no assurances that the Company's efforts will be met with success. On Jan. 25, 2021, the Company was notified that an amended judgment in the amount of $2,989,390 (inclusive of fees and interest) was entered in favor of St. George Investments LLC in connection with a dispute arising out of a convertible promissory note that was issued to St. George without the requisite corporate authority by members of prior management. As previously disclosed by the Company on June 9, 2020, an arbitrator granted St. George's motion for partial summary judgment and awarded St. George a $2,700,000 million award despite the existence of genuine issues of material fact. About FTE Networks Formerly known as Beacon Enterprise Solutions Group, FTE Networks, Inc. -- http://www.ftenet.com-- together with its wholly owned subsidiaries, is a provider of innovative, technology-oriented solutions for smart platforms, network infrastructure and buildings. The Company provides end-to-end design, construction management, build and support solutions for state-of-the-art networks, data centers, residential, and commercial properties and services Fortune 100/500 companies. FTE has three complementary business offerings which are predicated on smart design and consistent standards that reduce deployment costs and accelerate delivery of innovative projects and services. FTE Networks reported a net loss of $15.44 million for the year ended Dec. 31, 2019, compared to a net loss of $46.59 million for the year ended Dec. 31, 2018. As of Dec. 31, 2019, the Company had $235.43 million in total assets, $160.81 million in total liabilities, and $74.63 million in total stockholders' equity. FURNITURE LAND: Best Price Buying Kissimmee Property for $1.64M --------------------------------------------------------------- Furniture Land East, LLC, asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property and building located at 2345 North Orange Blossom Trail, in Kissimmee, Florida, to Best Price Mattress and Furniture Discount, Inc. for $1.638 million. The Debtor holds fee simple title to the Property, which is encumbered by a first mortgage lien in favor of South State Bank, N.A. formerly known as Centerstate Bank, N.A. in the amount of $1,079,699. The Property and the mortgage lien encumbering the Property are the subject of that certain foreclosure suit pending in Osceola County, Florida (case No. 2020 CA 1457 MF) ("State Court Action"), which was commenced by Lender on June 1, 2020. As of the Petition Date, litigation in the State Court Action remained pending, but no judgment of foreclosure had been entered in the case. After the Petition Date, the Debtor received a purchase offer from the Purchaser for the Property. The Purchaser's offer is memorialized in a real estate purchase agreement dated Dec. 11, 2020, which contemplates that the Debtor will sell the Property to the Purchaser for a total purchase price of $1.638 million, and that the closing would take place after the expiration of time permitted for due diligence, inspections and satisfaction of those certain closing contingencies set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, closing is scheduled for Feb. 17, 2021. On Jan. 25, 2021, the Lender filed a Proof of Claim in the case indicating the balance owed Lender by the Debtor concerning the Property was $1,079,699. The Agreement will produce proceeds sufficient to pay the Proof of Claim amount in full. The Property is also encumbered by (i) a Judgment Lien in the sum of $14,286 in favor of The CIT Group, (ii) IRS Tax Liens in the sum of $156,038 in favor of the Internal Revenue Service, (iii) DOR Tax Liens in the sum of $14,248in favor of the State of Florida, Department of Revenue, and (iv) a County Tax Lien in the sum of $29,129 in favor of the Osceola County Tax Collector. The Agreement will produce proceeds sufficient to pay all specified Lien amounts in full. The Debtor proposes to sell free and clear of the Proof of Claim, the Judgment Lien and the Tax Liens, with liens attached to the proceeds. By the Motion, the Debtor asks authorization to sell the Property to the Purchaser in accordance with the terms of the Purchase Agreement, with any liens on the Property to attached to the sale proceeds, and further asks authorization to pay all the costs in connection with such sale. In addition, it asks authorization to hold the net proceeds from the sale of the Property in escrow pending further order of the Court. A copy of the Contract is available at https://tinyurl.com/yy9mqzz6 from PacerMonitor.com free of charge. Counsel for Debtor: Scott W. Spradley, Esq. LAW OFFICES OF SCOTT W. SPRADLEY, P.A. 109 South 5th Street P.O. Box 1 Flagler Beach, FL 32136 Telephone: (386) 693-4935 Facsimile: (386) 693-4937 E-mail: scott@flaglerbeachlaw.com About Furniture Land East LLC Furniture Land East LLC sought Chapter 11 protection (Bankr. D.N.J. Case No. 13-34190) on Nov. 1, 2013. The Debtor estimated assets in the range of $500,001 to $1 million and $1 million to $10 million in debt. The Debtor tapped Thomas W. Williams, Esq., at Law Offices of Thomas W. Williams as counsel. GENESIS HEALTHCARE: May Use IRS Cash Collateral Thru March 10 ------------------------------------------------------------- The U.S. Bankruptcy Court for the Bankruptcy Court for the Northern District of Illinois, Eastern Division has authorized Genesis Healthcare Institute LLC to use cash collateral in which the U.S. Internal Revenue Service asserts a security interest, on an interim basis through March 10, 2021, to pay actual, ordinary and necessary operating expenses for the purposes of operating its business as Debtor in Possession. As of January 9, 2021, the IRS held a security interest in the Debtor's assets including the Debtor's cash collateral in the amount of $15,239. As adequate protection, the IRS is granted valid, binding, enforceable and perfected replacement liens and security interests in and on any of the Debtor's now owned Collateral or Collateral acquired following the Petition Date. As additional adequate protection for the IRS's interest, the Debtor will pay $500 per month beginning on February 8, 2021 and the 8th day each month thereafter to the IRS until the case is confirmed, converted or dismissed. The Debtor is also directed to maintain insurance coverage on the Collateral. A further status hearing on the Debtor's right to use cash collateral and entry of a final order will be held on March 9 at 1 p.m. A copy of the order is available at https://bit.ly/36nm0Oq from PacerMonitor.com. About Genesis Healthcare Institute LLC Genesis Healthcare Institute LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N. D. Ill. Case No. 21-00245) on January 9, 2021. In the petition signed by Corazon Cordero, as member-manager, the Debtor estimated between $100,001 to $500,000 in both assets and liabilities. The case is assigned to Judge Jacqueline Cox. Konstantine T. Sparagis, Esq., at Law Offices of Konstantine Sparagis, P.C. represents the Debtor as counsel. GLOBAL EAGLE: Working on Closing of Wifi Biz. Sale by March ----------------------------------------------------------- Leslie A. Pappas of Bloomberg Law reports that Global Eagle Entertainment Inc. received court approval of its Chapter 11 liquidation plan as the bankrupt in-flight WiFi provider moves to complete the sale of substantially all assets. The liquidation plan would take effect once Global Eagle closes the $700 million sale of its business to Apollo Global Management Inc. and other lenders, Global Eagle's attorney, Ted A. Dillman of Latham & Watkins LLP, said at a hearing Friday. The company is working on a March 2021 closing date, he said. As reported in the Troubled Company Reporter, Global Eagle Entertainment, et al., filed a First Amended Joint Plan of Liquidation on Dec. 15, 2020. The sale process culminated in the sale of substantially all of the Debtors’ assets pursuant to that certain asset purchase agreement with GEE Acquisition Holdings Corp., the purchaser. GEE Acquisition is a special purpose entity formed for the benefit of the First Lien Lenders which, agreed to credit bid a portion of their first-lien claims. Holders of Class 3c General Unsecured Claims totaling $40 million to $80 million have a 2.4% to 3.2% projected recovery. A full-text copy of the First Amended Disclosure Statement dated Dec. 15, 2020, is available at https://bit.ly/34JweYF from PacerMonitor.com at no charge. About Global Eagle Entertainment Headquartered in Los Angeles, -- http://www.GlobalEagle.com/-- Global Eagle Entertainment Inc. is a provider of media, content, connectivity, and data analytics to markets across air, sea, and land. It offers a fully integrated suite of media content and connectivity solutions to airlines, cruise lines, commercial ships, high-end yachts, ferries, and land locations worldwide. Global Eagle Entertainment and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22, 2020. In the petition signed by CFO Christian M. Mezger, Global Eagle disclosed $630.5 million in assets and $1.086 billion in liabilities. Judge John T. Dorsey oversees the cases. Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as investment banker; Alvarez & Marsal North America, LLC as financial advisor; and PricewaterhouseCoopers LLP as a tax advisor. Prime Clerk, LLC is the claims and noticing agent. The Office of the U.S. Trustee appointed a committee of unsecured creditors on Aug. 5, 2020. The committee has tapped Akin Gump Strauss Hauer & Feld LLP and Ashby & Geddes, P.A. as its legal counsel, and Perella Weinberg Partners LP as its investment banker. GLOBAL HEALTHCARE: Terminates Leases on 2 Georgia Nursing Homes --------------------------------------------------------------- Global Healthcare REIT, Inc., d/b/a Selectis Health, Inc., has been a party to two operating leases covering its skilled nursing homes located in Warrenton, Georgia and Sparta, Georgia: The Company's wholly owned subsidiary ALT/WARR, LLC was the landlord under a lease dated as of Aug. 18, 2015, between ATL/WARR, LLC, and C.R.M. of Warrenton, LLC d/b/a C.R.M. Warrenton Health & Rehab, LLC governing the skilled-nursing facility located at 813 Atlanta Highway, Warrenton, Georgia, as amended; and The Company's wholly-owned subsidiary Providence HR, LLC was the landlord under a lease dated as of dated as of Aug. 18, 2015, between Providence HR, LLC, and C.R.M. of Sparta, LLC d/b/a C.R.M. Providence Health & Rehab, LLC governing the skilled-nursing facility located at 60 Providence Street, Sparta, Georgia, as amended. Both Tenant entities are affiliates of the same individual professional operator. Effective Jan. 27, 2021, the Company served a Notice of Termination under both of the foregoing leases. The Notice of Termination was based upon numerous Events of Default under both leases, including the Tenant's failure to pay required taxes, which have been accruing. The Company expects both Tenants to dispute the existence of Events of Default and object to the termination of the leases. The Company gives no assurance how these matters will be resolved. About Global Healthcare Global Healthcare REIT, Inc., acquires, develops, leases, manages and disposes of healthcare real estate, and provides financing to healthcare providers. The Company's portfolio will be comprised of investments in the following three healthcare segments: (i) senior housing, (ii) post-acute/skilled nursing and (iii) bonds securing senior housing communities. Global Healthcare reported a net loss attributable to common stockholders of $891,614 for the year ended Dec. 31, 2019, compared to a net loss attributable to common stockholders of $2.02 million for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $46.06 million in total assets, $44.13 million in total liabilities, and $1.93 million in total equity. MaloneBailey, LLP, in Houston, Texas, the Company's auditor since 2016, issued a "going concern" qualification in its report dated July 10, 2020, citing that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. GREEN ISLAND: Moody's Completes Review, Retains Ba1 Rating ---------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Green Island Power Authority, NY and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 21, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Green Island Power Authority's, NY (GIPA or authority) Ba1 rating reflects its established position as the primary electricity provider for a small customer base with weak socioeconomic fundamentals and commercial concentration. The rating also considers the authority's weak financial metrics, including high leverage (85% adjusted debt ratio) and thin coverage (debt service coverage ratio (DSCR) of 1.15x. Although GIPA has met its bond ordinance rate covenant of 1.15x DSCR for the four past years, Moody's also note the lack of headroom above the bond covenant and the minimal margin for underperformance via the financial structure with Albany Engineering Corp (AEC). Since it entered into various agreements with AEC that reduces operational risk and wholesale market exposure in exchange for all revenue generated from its hydroelectric generation, GIPA's financial margins have stabilized but its counterparty exposure to an unrated entity also has increased materially. Overall, GIPA has been unable to establish a track record of timely rate increases to maintain adequate financial performance under its rate regulation by the New York State Public Service Commission. The principal methodology used for this review was US Public Power Electric Utilities with Generation Ownership Exposure Methodology published in August 2019. GREYLOCK CAPITAL: Case Summary & 9 Unsecured Creditors ------------------------------------------------------ Debtor: Greylock Capital Associates, LLC 161 Old Mamaroneck Road White Plains, NY 10605 Business Description: Greylock Capital Associates is a hedge fund known for making bets on distressed debt and troubled sovereign bonds. Chapter 11 Petition Date: January 31, 2021 Court: United States Bankruptcy Court Southern District of New York Case No.: 21-22063 Judge: Hon. Robert D. Drain Debtor's Counsel: Jeffery Chubak, Esq. AMINI LLC 131 West 35th Street, 12th Floor New York, NY 10001 Tel: (212) 497-8247 E-mail: jchubak@aminillc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David Steltzer, chief financial officer. A copy of the Debtor's list of nine unsecured creditors is available for free at: https://www.pacermonitor.com/view/XGLOTZI/Greylock_Capital_Associates_LLC__nysbke-21-22063__0001.2.pdf?mcid=tGE4TAMA A copy of the petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/W46Z5DY/Greylock_Capital_Associates_LLC__nysbke-21-22063__0001.0.pdf?mcid=tGE4TAMA GREYLOCK CAPITAL: Distressed-Debt Investor Files for Chapter 11 --------------------------------------------------------------- Greylock Capital Associates, a hedge fund known for making bets on distressed debt and troubled sovereign bonds, has sought Chapter 11 protection. According to CEO and Chief Investment Officer Willem Humes, the hedge fund had roughly $1.1 billion in assets under management in 2017 and has been leasing the entire 24th floor of 285 Madison Avenue in Manhattan. However, the business had several significant challenges over the three years that followed. Specifically, pooled vehicles and managed accounts had negative returns each year; as a result of negative returns, termination of mandates for large managed accounts, and withdrawals from the firm's flagship fund, AUM fell to roughly $450 million by the end of 2020; and the firm is in the process of liquidating a large portion of a managed account at the client's request, and received a withdrawal request from a large investor in its flagship fund. Absent new investment, the Debtor expects AUM to be reduced by an additional $100 million by March 31, 2021. Headcount at present has been reduced to just nine employees from 21 in 2017. Its first move in bankruptcy is a motion seeking to reject the lease for its office, which spans 11,400 square feet. The building is a block away from the iconic Grand Central Terminal and Bryant Park. The Debtor said it intends to file a reorganization plan that affords it sufficient time to pay the resulting rejection damages claim and other significant liabilities in full. According to Greylock, its remaining major investors are aware of the filing, and based upon discussions with them, the Debtor is confident that the business can successfully reorganize and continue as a going concern. About Greylock Capital Greylock Capital Associates, LLC, is the parent of Greylock Capital Management, LLC, an SEC-registered alternative investment advisor, that advises pooled vehicles and separate accounts for institutional and high net worth investors. The business was founded in 2004, and its primary investment focus has been distressed debt and sovereign debt restructurings. Greylock Capital Associates sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 21-22063) on Jan. 31, 2021. The petition was signed by CEO and Chief Investment Officer Willem Humes. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. The Hon. Robert D. Drain is the case judge. AMINI LLC, led by Jeffery Chubak, is the Debtor's bankruptcy attorney. GRIFFON CORP: Moody's Completes Review, Retains B1 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Griffon Corporation and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Griffon's B1 CFR reflects its relatively low mid-single-digit operating margins, the Consumer and Professional Products' (CPP) business unit exposure to weather variability, Home & Building Products' (HBP) Clopay unit exposure to the cyclical US housing market, and Telephonics' dependence on government defense spending subject to variable appropriations. The company also has foreign currency exposure and high customer concentration in its business segments. However, Griffon benefits from its good product diversification and well-established market positions in each of the segments where it competes. In addition, Griffon's free cash flow generation, financial leverage, and operating margins improved over the past year as the company benefits from its transformational portfolio reshaping and strategic initiatives to consolidate its AMES and ClosetMaid business and also invest in plant automation. The principal methodology used for this review was Consumer Durables Industry published in April 2017. GULF STATES TRANSPORTATION: March 2 Plan Confirmation Hearing Set ----------------------------------------------------------------- On Dec. 9, 2020, the U.S. Bankruptcy Court for the Eastern District of Louisiana held a hearing to consider the Amended Disclosure Statement for the First Amended Chapter 11 Small Business Plan filed by Debtor Gulf States Transportation, LLC, and the Objection to Disclosure Statement and to Plan Confirmation filed by Ally Bank. On Jan. 21, 2021, Judge Meredith S. Grabill approved the Disclosure Statement and ordered that: * March 2, 2021, at 9:00 a.m. is the hearing to consider confirmation of the Plan. * Feb. 23, 2021, is fixed as the last day for filing acceptances or rejections of the debtor's fourth amended chapter 11 plan of reorganization. * Feb. 23, 2021, is fixed as the last day for filing and serving written objections to confirmation of the Plan. * Feb. 29, 2021, is fixed as the last day for the Debtor's counsel is to tabulate the acceptances and/or rejections of the Plan certify the tabulation of ballots and file the tabulation of ballots. * Feb. 23, 2021, at 5:00 p.m. is fixed as the last day for the Counsel for the parties to file into the record and electronically serve upon their opponents a list of all witnesses who may be or will be called to testify at trial, and a list of all exhibits that may or will be used. A full-text copy of the order dated Jan. 21, 2021, is available at https://bit.ly/36qNl2i from PacerMonitor.com at no charge. About Gulf States Transportation Gulf States Transportation, LLC, filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. La. Case No. 19-13283) on Dec. 9, 2019, listing under $1 million in both assets and liabilities. Darryl T. Landwehr at Landwehr Law Firm is the Debtor's counsel. GUNSMOKE LLC: Creditors OK to Cash Collateral Access Thru March 6 ----------------------------------------------------------------- Gunsmoke LLC and its debtor-affiliates and their creditors Great Western Bank, Angry Beavers LLC, and Edward and Stephen Klen have advised the U.S. Bankruptcy Court for the District of Colorado they have reached an agreement regarding the continuation of the Debtors' use of cash collateral. They have memorialized the terms of this agreement into an Agreed Order. The parties agree that the Debtors may continue using cash collateral, up to and including March 6, 2021, or upon the confirmation of the Debtor's bankruptcy-exit plan. The continuation of the use of cash collateral will incorporate all agreed upon terms in the previous order authorizing the use of cash collateral and the parties' stipulation will merely continue the use of cash collateral with a new proposed budget. On November 30, 2020, the Court issued a Final Order Authorizing Use of Cash Collateral, through and including January 31, 2021. A hearing to consider confirmation of the Debtors' proposed Plan has been set for February 17, 2021 at 2 p.m. A copy of the Stipulated Motion is available for free at https://bit.ly/3tcww4T from PacerMonitor.com. About Gunsmoke LLC Gunsmoke, LLC, a gun shop in Loveland, Colo., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 20-14962) on July 22, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $1 million and $10 million. Judge Joseph G Rosania Jr. oversees the case. The Debtor tapped Jorgensen, Brownell & Pepin P.C. as legal counsel and Nickie Stobbe of Profit Accounting Plus and Brian Jacobson of Haynie & Company as its bookkeeper and accountant, respectively. Affiliates Happy Beavers, LLC filed its voluntary Chapter 11 petition on July 17, 2020; and Armed Beavers, LLC filed for Chapter 11 on July 22. Great Western Bank, as creditor, is represented by: Michael C. Payne, Esq. 5586 W. 19th St., Ste 2000 Greeley, CO 80634 E-mail: mpayne@cp2law.com Angry Beavers, LLC; Edward J. Klen; and Stephen J. Klen, as creditors, are represented by: Nancy D. Miller, Esq. Nemirow Perez, P.C. P.O. Box 1015 Boulder, CO 80306 Tel: (303) 525-3196 E-mail: Nmiller@nemirowperez.com HAWAIIAN HOLDINGS: Units to Offer $1.2 Billion Senior Secured Notes ------------------------------------------------------------------- Hawaiian Airlines, Inc., a wholly-owned subsidiary of Hawaiian Holdings, Inc., reported the pricing and upsizing of the previously announced unregistered offering by Hawaiian Brand Intellectual Property, Ltd. and HawaiianMiles Loyalty, Ltd., each an indirect wholly-owned subsidiary of the Company. The Issuers are expected to issue an aggregate of $1.2 billion in principal amount of 5.75% Senior Secured Notes due 2026 on Feb. 4, 2021, subject to customary closing conditions. The offering was upsized to $1.2 billion from the originally announced aggregate principal amount of $800 million. The Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers, as defined in, and in reliance on Rule 144A under the Securities Act of 1933, as amended and to non-U.S. persons in offshore transactions outside the United States in reliance on Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or any other securities laws of any jurisdiction and will not have the benefit of any exchange offer or other registration rights. The Notes may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. 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. HAYWARD INDUSTRIES: Moody's Completes Review, Retains B3 Rating --------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Hayward Industries, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Hayward Industries, Inc.'s (Hayward; B3) credit profile reflects its relatively small scale, and high financial leverage. As a manufacturer of pool equipment, Hayward is somewhat exposed to cyclical downturns and a prolonged weak economic environment will negatively impact demand for its products. Hayward's cash flows are highly seasonal, with most of its cash generated during its second and third quarters. The company has customer concentration, with its top customer accounting for about 26% of gross sales in fiscal 2019. 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. Hayward's credit profile also reflects its strong market position and good brand awareness in the North American pool equipment industry, and its growing presence internationally. The company benefits from the relatively stable revenue base from its repair and replacement business, which represents about 75% of revenue, and its good EBITDA margins supported by its large aftermarket sales mix and pricing stability. Moody's expect good consumer demand to continue into the first half of calendar 2021, supported by a solid US housing market, and continued focus on stay-at home, social distancing, and outdoor activities due to the coronavirus outbreak. The principal methodology used for this review was Consumer Durables Industry published in April 2017. HERTZ CORP: Seeks to Expand Scope of Ernst & Young's Services ------------------------------------------------------------- The Hertz Corporation and its affiliates filed a supplemental application with the U.S. Bankruptcy Court for the District of Delaware seeking approval to expand the scope of services of Ernst & Young LLP. The firm will provide additional services as follows: (1) provide insight on the bankruptcy tax process and procedure lifecycle, the typical indirect tax issues encountered in bankruptcy, options and opportunities related to a Chapter 11 filing, the typical impact of a Chapter 11 filing on a corporate tax department's operations, and leading practices for addressing such impact areas while operating in bankruptcy and the post-emergence period. (2) advise on the state and local income tax consequences of proposed plans of reorganization; (3) provide insight on leading practices for review and resolution of bankruptcy tax claims; (4) provide advice on state tax matters, tax analysis, opinions, recommendations, conclusions and correspondence for any proposed restructuring alternative, bankruptcy tax issue, or other tax matter; (5) provide insight for the Debtors' review and finalization with counsel on the bankruptcy specific tax return disclosures and requests provided for in the Bankruptcy Code; (6) provide advice on the potential and importance of seeking cash tax refunds, offsets and credits in the bankruptcy context; (7) assist with various pre-bankruptcy indirect tax compliance and audit issues arising in a bankruptcy, including but not limited to, state and local income and indirect tax audit advice, compliance questions, and notices or issues related to state and local taxes; (8) provide form letter templates as customized by the Debtors for review and finalized with their legal counsel to be used for resolution of bankruptcy tax-related notices and inquiries; (9) provide advice regarding "fresh start or purchase price accounting" as it pertains to property tax analysis and reporting; and (10) advise on state and local bankruptcy tax impacts relative to initiatives related to the CARES Act and the Tax Cuts and Jobs Act. The firm will be paid at these rates: Partner/Principal $795 - $995 per hour Senior Manager $675 - $795 per hour Manager $560 - $675 per hour Senior $410 - $560 per hour Staff $235 - $365 per hour Mike Brennan, a partner at Ernst & Young, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Ernst & Young can be reached at: Mike Brennan Ernst & Young LLP 201 North Franklin Street, Suite 2400 Tampa, FL 33602 Tel: (813) 225-4800 About Hertz Corp. Hertz Corp. and its subsidiaries 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. They also operate a vehicle leasing and fleet management solutions business. Visit http://www.hertz.comfor more information. 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 for the District of Delaware (Bankr. D. Del. Lead Case No. 20-11218). Judge Mary F. Walrath oversees the cases. The Debtors tapped White & Case LLP as their bankruptcy counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis & Co. as investment banker, and FTI Consulting as financial advisor. Prime Clerk LLC is the claims agent. The U.S. Trustee for Regions 3 and 9 appointed a committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Kramer Levin Naftalis & Frankel LLP as its bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as Delaware counsel, UBS Securities LLC as investment banker, and Berkeley Research Group, LLC as financial advisor. Ernst & Young LLP provides audit and tax services to the committee. HILLMAN GROUP: Moody's Reviews B3 CFR for Upgrade Following Merger ------------------------------------------------------------------ Moody's Investors Service placed the corporate ratings of The Hillman Group Inc. under review for upgrade, including its B3 Corporate Family Rating, and its B3-PD Probability of Default Rating. The company's existing senior unsecured rating of Caa2, senior secured credit facility rating of B2, and the SGL-2 Speculative Grade Liquidity are unchanged. This action follows HMAN Group Holdings, Inc., the parent company of Hillman, and Landcadia Holdings III, Inc. (Landcadia III), a special purpose acquisition company, announcement that they entered into a definitive merger agreement that will result in Hillman becoming a publicly listed company and Hillman's existing debt will be repaid. Under the proposed merger agreement, Landcadia III will purchase Hillman for $2,642 million or 11.0x management's projected 2021 pro forma adjusted EBITDA of $240 million. Estimated cash proceeds from the transaction include $500 million of cash from SPAC investors, $375 million from private investment in public equity (PIPE) investors, and a new $835 million term loan. Cash proceeds are expected to be used to fund the acquisition, to repay Hillman's existing debt at approximately $1,544 million, and to pay related fees and expenses. The transaction is expected to close in the second quarter of 2021, and its subject to shareholder approval and other customary closing conditions. Pro forma for the merger transaction, Moody's estimates Hillman's financial leverage will meaningfully improve, with debt/EBITDA expected at around 3.9x at fiscal year end 2020, down from about 7.0x as of the last twelve months period ending September 26, 2020. In addition, the anticipated $710 million debt reduction will benefit Hillman's liquidity with improved free cash flow generation as the company estimates interest expense savings of about $50 million annually. Governance considerations include the broader shareholder ownership post closing of the merger, with 49% owned by the existing Hillman shareholders, 26% by public investors, 20% by the PIPE investors, and 5% by the Landcadia III sponsors, assuming no redemptions by shareholders. In addition, the company has publicly indicated a more conservative financial policy reflected by its commitment to not increase financial leverage above the level at the close of the transaction. On Review for Possible Upgrade: Issuer: Hillman Group Inc. (The) Corporate Family Rating, Placed on Review for Possible Upgrade, currently B3 Probability of Default Rating, Placed on Review for Possible Upgrade, currently B3-PD Outlook Actions: Issuer: Hillman Group Inc. (The) Outlook, Changed To Rating Under Review From Stable RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The rating review will focus on Hillman's operating performance, the final capital structure and post-closing credit metrics, taking into consideration that the company's existing debt is expected to be repaid. In addition, the review will consider the company's financial policies, in particular as it relates to financial leverage, acquisition strategy and shareholder distributions. Notwithstanding the rating review, Hillman's B3 CFR broadly reflects its currently high financial leverage, high interest burden and growth capital expenditures that pressure free cash flows, and its high customer concentration. Governance factors include the company's aggressive growth through acquisition strategy. The rating also reflects the relatively stable demand for Hillman's products as a result of their replenishment nature and low price points, resulting in modest exposure to cyclical downturns. The company has long-standing relationships with well-recognized retailers, good geographic diversification within the US and Canada, and a track record of successfully integrating acquisitions. Hillman benefits from some product diversification, and strong consumer demand for the company's construction fasteners and personal protection equipment products in fiscal 2020 more than offset weakness in its key duplicating business. The company's good liquidity reflects Moody's expectation for positive free cash flows over the next 12-18 months. The Hillman Group Inc. headquartered in Cincinnati, OH, is a product and services provider in the hardware and home improvement industry. The company sells hardware including fasteners, rods, keys, tags and signs to retailers in the United States, Canada, Mexico, Latin America, and the Caribbean, and provides related services, including installing and maintaining key duplication and engraving machines. As of June 2014, Hillman is majority-owned by CCMP Capital Advisors with Oak Hill Capital Partners holding a minority interest ownership of approximately 17%. Annual revenue for the fiscal year end 2020 is estimated at $1.368 billion. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. IMAGINE PRINT: Moody's Lowers PDR to D-PD on Debt Restructuring --------------------------------------------------------------- Moody's Investors Service downgraded Imagine! Print Solutions, LLC's probability of default rating to D-PD from Caa3-PD following restructuring of the company's senior secured bank credit facilities. Moody's considers the restructuring as a distressed exchange and thus a default under Moody's definition. Additionally, the company's the senior secured first lien bank credit facilities were downgraded to C from Caa3, and the senior secured second lien term loan was downgraded to C from Ca. The corporate family rating is affirmed at Caa3. The outlook is changed to stable from negative. Affirmations: Issuer: Imagine! Print Solutions, LLC Corporate Family Rating, Affirmed Caa3 Downgrades: Issuer: Imagine! Print Solutions, LLC Probability of Default Rating, Downgraded to D-PD from Caa3-PD Senior Secured 2nd Lien Bank Credit Facility, Downgraded to C (LGD6) from Ca (LGD6) Senior Secured 1st Lien Bank Credit Facility, Downgraded to C (LGD4) from Caa3 (LGD3) Outlook Actions: Issuer: Imagine! Print Solutions, LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE On January 22, 2020, Imagine completed a restructuring whereby first lien and second lien debt holders were either converted to equity or eliminated. Moody's views these transactions as distressed exchanges and events of default as they reflect a failure to meet the original promise under the debt agreements and results in significant losses to lenders. The ratings reflect low recovery levels associated with the event of default that has occurred. The stable outlook reflects the fact that restructuring has been completed. Subsequent to actions, Moody's will withdraw the ratings as all rated debt has been extinguished. Imagine! Print Solutions, LLC headquartered in Minneapolis, MN, provides in-store and brand based marketing solutions. Following the restructuring, Imagine will be owned by a combination of its former lenders and funds managed by Cerberus Capital Management, L.P., the Goldman Sachs Merchant Banking Division and Arbour Lane Capital Management, LP. The company is private and does not report financial information on a publicly available basis. Annual revenues are approximately $325 million for the twelve month period ended December 31, 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. INTERFACE INC: Moody's Completes Review, Retains Ba3 CFR -------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Interface, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Interface's Ba3 Corporate Family Rating reflects its exposure to the cyclical corporate office and hospitality end-markets, product concentration in carpet tile and moderate leverage. The company benefits from its large scale, good geographic and customer diversification, and leading market position in modular carpet tile. The company's 2017 expansion into luxury vinyl tile and 2018 expansion into rubber flooring helps diversify its product offerings. Further, Interface's focus on carbon neutral product offerings positions the company well to benefit from consumers' focus on using environmentally friendly material. The principal methodology used for this review was Manufacturing Methodology published in March 2020. INTERSTATE COMMODITIES: $570K Cash Sale of Troy Property Approved ----------------------------------------------------------------- Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for the Northern District of New York authorized Interstate Commodities, Inc.'s private sale of interest in the real properties located at 7 Madison Street, 307, 209 and 311 1st Street, in Troy, New York, to 1000 Davis, LLC for $570,000, cash. A hearing on the Motion was held on Jan. 27, 2021. In accordance with the resolution of the Limited Objection placed on the record at the Hearing, the Debtor will deposit the proceeds of the sale into a separate DIP bank account with any disbursements from such account subject to further Order of the Court. The sale of free and clear of all Liens, whether known or unknown, contingent or non-contingent, and liquidated or unliquidated, with all such Liens attaching to the proceeds of the sale of the Real Property. The Order will be effective immediately upon entry pursuant to Bankruptcy Rules 7062 and 9014. The Court waives the 14-day stay set forth in Bankruptcy Rules 6004(h) and 6006(d) in order that the transactions described may be closed prior to the expiration of such 14-day period. About Interstate Commodities Interstate Commodities Inc. engages in the merchandise of commodities. It offers whole corn, soybean meal, soybeans, soy hulls, soyhull pellets, corn gluten meal, canola meal, sunflower meal, beet pulp pellets, citrus pulp pellets, and wheat. Interstate Commodities filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D.N.Y. Case No. 20-11139 on Aug. 26, 2020. The petition was signed by Michael G. Piazza, chief operating officer. At the time of filing, the Debtor disclosed $12,558,336 in assets and $25,513,305 in liabilities. Gerard R. Luckman, Esq., at FORCHELLI DEEGAN TERRANA LLP, is the Debtor's counsel. The Court appointed NAI Platform as Real Estate Broker. INTERSTATE COMMODITIES: Sale/Scrapping Procedures for Railcars OK'd ------------------------------------------------------------------- Judge Robert E. Littlefield, Jr., of the U.S. Bankruptcy Court for the Northern District of New York authorized Interstate Commodities, Inc.'s procedures for (i) the sale of its owned railcars, by private sale(s) free and clear of all liens, claims, and encumbrances; and (ii) scrapping certain old or dilapidated railcars. In accordance with the resolution of the Limited Objection placed on the record at the Hearing, the Debtor will deposit the proceeds of any sale into a separate DIP bank account with any disbursements from such account subject to further Order of the Court. Pursuant to section 363(b) of the Bankruptcy Code, the Debtor is authorized to sell certain Railcars in accordance with these Sale Procedures: The Debtor will file the Sale of Railcars Notice, either to a private purchaser or for scrap, with the Court and will serve same upon the Committee counsel and any party known to the Debtor that may be asserting a lien. (i) Any objection to a Sale must be filed and served on the Objection Notice Parties; (ii) The deadline for filing an Objection to a proposed Sale will be 4:00 p.m. (ET) seven calendar days after the date the Sale of Railcars Notice is filed and served. (iii) If an Objection is properly filed and served and the parties are unable to reach a consensual resolution, the Debtor will calendar the matter for a hearing at which the Objection can reasonably be heard. The proposed Sale may not proceed except upon: (1) written withdrawal of the Objection or (2) entry of an order by the Court specifically approving the proposed Sale of Railcars with liens, if any, to attach to proceeds. (iv) Unless otherwise ordered by the Court, a reply to an Objection may be filed with the Court and served by 4:00 p.m. (ET) at least three calendar days before the date of the applicable hearing. (v) If no Objections are timely filed and received by the Objection Deadline, the Debtor may immediately sell the Railcars listed in the Sale of Railcars Notice and take any actions that are reasonable or necessary to close the sale and obtain the proceeds. No further notice or Court approval will be required to consummate the proposed Sale. (vi) Any known holder of a lien on any Railcar(s) to be sold will receive the Sale of Railcars Notice and will have an opportunity to object to any sale in which they claim an interest. If a holder of a lien receives a Sale of Railcars Notice and does not object by the Objection Deadline, the lienholder will be deemed to have consented to the proposed sale and the Railcar(s) may be sold free and clear of the holder's interest, with any such liens to be either (1) satisfied from the proceeds of the sale or (2) transferred and attached to the net sale proceeds. (vii) Those who purchase Railcars in accordance with these Sale Procedures are entitled to the protections afforded by section 363(m) of the Bankruptcy Code. The Order will be effective immediately upon entry pursuant to Bankruptcy Rules 7062 and 9014. About Interstate Commodities Interstate Commodities Inc. engages in the merchandise of commodities. It offers whole corn, soybean meal, soybeans, soy hulls, soyhull pellets, corn gluten meal, canola meal, sunflower meal, beet pulp pellets, citrus pulp pellets, and wheat. Interstate Commodities filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code (Bankr. N.D. N.Y. Case No. 20-11139 on Aug. 26, 2020. The petition was signed by Michael G. Piazza, chief operating officer. At the time of filing, the Debtor disclosed $12,558,336 in assets and $25,513,305 in liabilities. Gerard R. Luckman, Esq., at FORCHELLI DEEGAN TERRANA LLP, is the Debtor's counsel. J AND H CONSTRUCTION: Trustee Taps Thompson Burton as Counsel ------------------------------------------------------------- John McLemore, the Chapter 11 trustee for J and H Construction of Cookeville Inc., seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennessee to hire Thompson Burton, PLLC as his special counsel. The firm will represent the trustee in evaluating and pursuing adversary proceedings and any contested matters. Phillip Young, Esq., is expected to be the primary attorney performing work in this matter. Mr. Young's rate is $425 per hour. The firm has other attorneys who might be asked to perform work. The rates charged by these attorneys range from $150 to $425 per hour. Mr. Young 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 though: Phillip G. Young, Jr., Esq. Thompson Burton PLLC One Franklin Park 6100 Tower Circle, Suite 200 Franklin, TN 37067 Phone: (615) 465-6008 Email: phillip@thompsonburton.com About J and H Construction of Cookeville J and H Construction of Cookeville Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Tenn. Case No. 20-03734) on Aug. 11, 2020. At the time of the filing, the Debtor had estimated assets of between $100,001 and $500,000 and liabilities of between $500,001 and $1 million. Judge Charles M. Walker oversees the case. Lefkovitz & Lefkovitz is the Debtor's legal counsel. John McLemore is the Chapter 11 trustee appointed in the Debtor's bankruptcy case. The trustee is represented by his own firm John C. McLemore, PLLC. J.C. PENNEY: Liquidating Sequim, WA Store After 26 Years -------------------------------------------------------- Matthew Nash of Peninsula Daily News reports that JCPenney in Sequim, Washington, a retail staple for 26-plus years, has begun liquidation and plans to permanently close its doors in mid-May 2021. The sale at the store at 651 Washington St., started more than a month after staff learned of the store's impending closure on Dec. 10, 2020. Moments upon entering the store on Jan. 21, 2021, customers were saying the closure is "heartbreaking" and "terrible." General Manager Beverly Nelson said progressive sales are starting at 20-50 percent and all sales will be final. It's still to be determined if employees will transfer to other stores following the closure, Nelson said. Sequim's closure follows a "store optimization strategy" from new owners Simon Property Group and Brookfield Asset Management Inc., reporting plans to close up to 200 stores for financial restructuring following the retailer filing for Chapter 11 bankruptcy in 2020. The Sequim JCPenney is the only one on the North Olympic Peninsula. The next closest store is at the Kitsap Mall in Silverdale. Sequim JCPenney moved from Port Angeles to the former Sequim Safeway store in 1995 at the Sequim Village Shopping Center. Prior to the liquidation, the store employed 35 part-time and full-time employees. JCPenney was founded in 1902. Sequim's store remained open in 2017 after the company closed 138 stores nationwide. However, it joins GameStop and Ulta Beauty as franchises to close in the city during the COVID-19 pandemic. About J.C. Penney Co. Inc. J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an apparel and home retailer, offering merchandise from an extensive portfolio of private, exclusive, and national brands at over 850 stores and online. It sells clothing for women, men, juniors, kids, and babies. On May 15, 2020, J.C. Penney announced that it has entered into a restructuring support agreement with lenders holding 70% of its first lien debt. The RSA contemplates agreed-upon terms for a pre-arranged financial restructuring plan that is expected to reduce several billion dollars of indebtedness. To implement the plan, J.C. Penney and its affiliates on May 15, 2020, filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-20182). At the time of the filing, J.C. Penney disclosed assets of between $1 billion and $10 billion and liabilities of the same range. Judge David R. Jones oversees the cases. The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as legal counsel; Katten Muchin Rosenman, LLP as special counsel; Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk is the claims agent, maintaining the page http://cases.primeclerk.com/JCPenney A committee of unsecured creditors has been appointed in Debtors' Chapter 11 cases. The committee is represented by Cole Schotz, P.C., and Cooley, LLP. * * * J.C. Penney in November 2020 won approval to sell substantially all of its retail and operating assets ("OpCo") to a group formed by landlords Brookfield Asset Management, Inc. and Simon Property Group and senior lenders through a combination of cash and new term loan debt. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel and BRG Capital Advisors, LLC is serving as financial adviser to Simon and Brookfield. JACOBSON HOTELS: Trustee Selling Shenandoah Property for $3.4M Cash ------------------------------------------------------------------- Jarrod Martin, the Subchapter V trustee appointed in the Chapter 11 case of Jacobson Hotels, Inc., asks the U.S. Bankruptcy Court for the Southern District of Texas to authorize the sale of the real property located at 18484 Interstate 45, in Shenandoah, Texas, to Jose Fuentes and/or assigns for $3.43 million, cash. A hearing on the Motion is set Feb. 23, 2021, at 11:00 a.m. The hearing will be by the video link, https://www.gotomeet.me/JudgeNorman, and audio by dial in 1-712-770-8095 and conference code 159497, further information is available at https://www.txs.uscourts.gov/page/united-states-bankruptcy-judge-jeffrey-p-norman. Objections, if any, must be filed within 21 days of the date the Motion was served. The Debtor listed on Schedule A/B 55.1 the Property described as Baymont Inn & Suites. Texas Gulf Bank, N.A. ("TGB") filed a secured Proof of Claim for a mortgage loan. Pre-petition ad valorem taxes are also outstanding. Current ad valorem taxes will be prorated at closing between the Trustee, as Seller, and the Buyer. Past due ad valorem taxes, if any, will be paid at closing. The U.S. Small Business Administration also filed a secured Proof of Claim. The SBA loan is subordinate to the TGB loan and to the pre-petition ad valorem taxes. There will not be sufficient funds to pay the SBA loan. Additionally, TDCK Architects, Inc. filed a Mechanics and Materialmen's Lien in the real property records of Montgomery County, Texas. There will be no funds available to pay the lien. With the Court's approval, the Trustee employed real estate broker The J. Beard Co., LLC to market the property. The Broker advised the Trustee regarding an appropriate list price for the Property. The Property condition was taken into consideration in determining the appropriate list and sales prices. The Trustee visited the property and conducted an inspection with the Broker. He understands through the Broker that several parties inquired of and visited the Property in connection with the sale listing, but in the Trustee's business judgment, the offer was the best offer to purchase the Property. The Trustee and the Buyer negotiated the offer at arms'-length. The Buyer's due diligence period expired, and the Buyer made the additional earnest money deposit. The Trustee asks approval of the sale as set forth. The Trustee executed an earnest money contract, the "Commercial Contract- Improved Property," from the Buyer. The Buyer made an offer of $3.43 million to purchase the Property. The Trustee accepted the offer subject to the Court's approval. Under the terms of the Contract, the Property will be sold and deeded to the Buyer by special warranty deed in form acceptable to the Trustee, without any representations or warranties, upon receipt of cash at closing. The sale will be free and clear of all liens, claims, encumbrances and other interests. The Trustee anticipates sufficient funds to pay the closing costs and pre-petition ad valorem taxes, with current year ad valorem taxes being prorated at closing without post-closing true-up. All other valid liens, claims, encumbrances and other interests, if any, will attach to the net proceeds of sale, subject to the Trustee's rights under the Bankruptcy Code and Rules. Any entity and/or person receiving notice of the Motion who asserts a lien, claim, interest and/or encumbrance against the Property and/or the proceeds of the sale (other than Texas Gulf Bank, N.A. and the ad valorem taxing authorities) must object to the Motion as provided under the Notice or will otherwise be deemed to have accepted the Motion and not oppose the sale free and clear under §363 (f). The Trustee asks authority to pay at closing the broker's commission of 5% of the sales price, under the terms of the Commercial Contract-Improved Property and to pay at closing the usual, customary and reasonable closing costs paid by a seller of real estate, as will be itemized on the HUD-1 Settlement Statement (or similar document) prepared by the title company, including but not limited to the cost of an owners' title policy, current year ad valorem tax proration, past due ad valorem taxes, title company fees, and recording fees. All net proceeds remaining after those deductions will be paid to the Trustee for distribution upon further order of the Court. On Jan. 22, 2021, the Trustee provided a draft copy of the instant Motion to the counsel for the secured lienholders who have filed claims in the case, as well as the counsel for the Debtor. No response was received. Since secured claims are asserted to be greater than the total sales price, the Trustee reserves any and all rights of the estate regarding payment of the closing costs described, as well the other administrative expenses related to the sale, including but not limited to, trustee and professional compensation. A copy of the Agreement is available at https://tinyurl.com/yy3k33sa from PacerMonitor.com free of charge. The Purchaser: Jose Fuentes Dallas Parkway Dallas, TX 75248 Spring, TX 77383-0521 Telephone: (214) 354-5813 About Jacobson Hotels Shenandoah, Texas-based Jacobson Hotels, Inc. filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 20-33957) on Aug. 4, 2020. In the petition signed by Grace L. Jacobson, director, the Debtor disclosed $5,757,149 in assets and $3,850,120 in liabilities. The Hon. Jeffrey P. Norman presides over the case. Devine Law Firm, PC, serves as bankruptcy counsel to the Debtor. Jarrod B. Martin was appointed as Subchapter V trustee in the Debtor's Chapter 11 case. The trustee tapped Byman & Associates, PLLC as his legal counsel and KenWood & Associates as his accountant. JAMCO SERVICES: Gets OK to Hire EGK Financial as Accountant ----------------------------------------------------------- Jamco Services, LLC received approval from the U.S. Bankruptcy Court for the Western District of Texas to employ EGK Financial, LLC as its accountant. The firm's services will include: a. assisting the Debtor in determining the assets of the estate and their fair value; b. assisting the Debtor in determining the liabilities of the estate; c. preparing any financial statements; d. developing litigation strategy and accounting data to assist in determining potential claims; e. establishing accounting procedures for the preparation of monthly operating reports; f. assisting with management consulting; and g. other professional services. EGK received a retainer in the amount of $25,000. The firm's standard hourly rates range from $40 to $80 per hour. Gabrielle Gonzales, president of EGK, disclosed in a court filing that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. EGK can be reached through: Gabrielle Gonzales EGK Financial, LLC 6455 De Zavala Road # 7310 San Antonio, TX 78249 Phone: (432) 360-9279 About Jamco Services Jamco Services, LLC, which conducts business under the name Jam Construction, is a full-service heavy equipment construction company. Its services include drilling construction, frac pit construction, site remediation, oilfield construction, game fencing, pit lining and oilfield construction. Visit https://www.jamcoservices.com/ for more information. Jamco Services sought Chapter 11 protection (Bankr. W.D. Texas Case No. 20-70142) on Nov. 25, 2020. The Debtor was estimated to have $1 million to $10 million in assets and liabilities. The Debtor tapped Condon Tobin Sladek Thornton, PLLC as its legal counsel and EGK Financial, LLC as its accountant. JEFFERIES FINANCE: Moody's Alters Outlook on Ba3 CFR to Stable -------------------------------------------------------------- Moody's Investors Service has affirmed Jefferies Finance LLC's (JFIN) Ba3 corporate family rating, Ba3 long-term senior secured rating, and Ba1 long-term senior secured priority revolving credit facility rating. The issuer outlook was also revised to stable from negative. The change in outlook to stable from negative reflects Moody's assessment that operating conditions in the leverage lending market have improved, resulting in a moderate strengthening of JFIN's financial profile, and should allow the firm to achieve solid profitability while maintaining adequate capitalization and liquidity in the next 12-18 months. Affirmations: Issuer: Jefferies Finance LLC LT Corporate Family Rating, Affirmed Ba3 Senior Secured Priority Revolving Credit Facility, Affirmed Ba1 Senior Secured Term Loan, Affirmed Ba3 Senior Secured Notes, Affirmed Ba3 Outlook Actions: Issuer: Jefferies Finance LLC Outlook, Changed To Stable From Negative RATINGS RATIONALE The ratings affirmation reflects Moody's unchanged view of JFIN's ba3 standalone assessment, which is supported by its strong franchise in the US institutional loan market, and solid capitalization and liquidity, somewhat offset by the risks to creditors from its exposure to the leveraged finance credit cycle. This can cause the firm to experience losses in its investment portfolio and underwriting commitments during periods of market volatility. The change in outlook to stable from negative reflects Moody's assessment that operating conditions in the leveraged lending market have improved and should support asset quality, following significant market volatility in 2020 amid the deteriorating economic conditions due to the coronavirus pandemic. Transaction volumes increased in the second half of 2020 as accommodative monetary and fiscal policy loosened credit conditions, coronavirus-related restrictions were relaxed, business and consumer spending increased, and the development of effective vaccines provided firmer prospects for a rebound in economic activity. Improved operating conditions have in turn resulted in a moderate strengthening in JFIN's financial profile, as the firm syndicated all of its pre-pandemic commitments and reduced its balance sheet leverage during the second half of 2020. The company's improved capitalization is evidenced by an increase in the ratio of tangible common equity to tangible managed assets (TCE/TMA) to 17.5% at August 31, 2020 , compared to 16.4% at February 29, 2020, which provides creditors solid protection in the event of further unexpected losses. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS JFIN's ratings could be upgraded if the company maintains a ratio of TCE/TMA of at least 20%, while demonstrating solid through the cycle profitability, as evidenced by a ratio of net income to average managed assets consistently above 1.5%, as well as improves liquidity relative to its underwriting commitments. The ratings could be downgraded if JFIN's liquidity position significantly deteriorates or suffers a material operational failure. A deterioration in asset quality of JFIN's portfolio or underwriting commitments could also lead to a ratings downgrade. Changes in priority and thickness of capital structure tranches may lead to changes of instrument ratings. The principal methodology used in these ratings was Finance Companies Methodology published in November 2019. KLAUSNER LUMBER TWO: Committee Taps Armstrong Teasdale as Counsel ----------------------------------------------------------------- The official committee of unsecured creditors of Klausner Lumber Two, LLC seeks approval from the U.S. Bankruptcy Court for the District of Delaware to hire Armstrong Teasdale, LLP as its new legal counsel. Eric Sutty, Esq., the committee's bankruptcy attorney, left Elliot Greenleaf, P.C. and joined Armstrong Teasdale on Jan. 1. The firm will be paid at these rates: Partners and Of Counsel $325 - $1075 per hour Associates $275 - $525 per hour Specialists, Paralegals and Staff $150 - $350 per hour Mr. Sutty, a partner at Armstrong Teasdale, disclosed in a court filing that his firm does not hold adverse interests in any matter relating to the Debtor or its estate. In accordance with Appendix B-Guidelines for reviewing fee applications filed by attorneys in larger Chapter 11 cases, Armstrong Teasdale disclosed that: -- it 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; -- the firm has not represented the committee in the 12 months prior to the Debtor's Chapter 11 filing; and -- the committee has approved the budget and staffing plan through June 2021. The firm can be reached through: Eric M. Sutty, Esq. Armstrong Teasdale LLP 300 Delaware Avenue, Suite 210 Wilmington, DE 19801 Phone: 302-824-7089 Email: esutty@atllp.com About Klausner Lumber Two Klausner Lumber Two, LLC, a sawmill company in Enfield, N.C., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-11518) on June 10, 2020. Robert Prusak, chief restructuring officer, 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 $100 million and $500 million. Judge Karen B. Owens oversees the case. The Debtor has tapped Westerman Ball Ederer Miller Zucker & Sharfstein, LLP and Morris, Nichols, Arsht & Tunnell, LLP as its bankruptcy counsel, Asgaard Capital LLC as restructuring advisor, and Cypress Holdings LLC as investment banker. The U.S. Trustee for the District of Delaware appointed a committee of unsecured creditors in the Debtor's Chapter 11 case on June 25, 2020. Armstrong Teasdale, LLP and EisnerAmper, LLP serve as the committee's legal counsel and financial advisor, respectively. KNOTEL INC: Case Summary & 30 Largest Unsecured Creditors --------------------------------------------------------- Lead Debtor: Knotel, Inc. 5-9 Union Square West New York NY 10003 Business Description: Knotel -- http://www.knotel.com-- is a New York City-based flexible workspace provider in 20 global markets. The Debtors employ approximately 110 people. Knotel's customer base includes Fortune 500 and Global 200 companies. The Debtors provide flexible workspace in the United States, primarily in the New York City and San Francisco areas. Chapter 11 Petition Date: January 31, 2021 Court: United States Bankruptcy Court District of Delaware Two hundred fourteen affiliates that concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code: Debtor Case No. ------ -------- Knotel, Inc. (Primary Case) 21-10146 100 Bush St SF LLC 21-10147 101 Fifth Ave NYC LLC 21-10148 101 Montgomery St SF LLC 21-10149 10301 Jefferson Blvd LA LLC 21-10150 110 W 32nd NYC LLC 21-10151 1100 Glendon LA LLC 21-10152 1120 20th St DC LLC 21-10153 116 W 32nd NYC LLC 21-10154 12 E 33 St NYC LLC 21-10155 12121 Bluff Creek LA LLC 21-10156 12211 Washington LA LLC 21-10157 125 Fifth Ave NYC LLC 21-10158 1250 Eye St DC LLC 21-10159 12555 West Jefferson Way LA LLC 21-10160 126 Post St SF LLC 21-10161 129 W 29th NYC LLC 21-10162 131 Rodeo 102 LA LLC 21-10163 131 Rodeo 250 LA LLC 21-10164 13160 Mindanao Way LA LLC 21-10165 1317 5th St LA LLC 21-10166 1330 Conn Ave DC LLC 21-10167 1407 Broadway NYC LLC 21-10168 142 Berkeley St BOS LLC 21-10169 1444 Market St SF LLC 21-10170 146 Geary St SF LLC 21-10171 152 W 25 NYC LLC 21-10172 1550 Bryant St SF LLC 21-10173 1556 20th LA LLC 21-10174 16 W 36 St NYC LLC 21-10175 1625 Oly Blvd LA LLC 21-10176 1640 Sepulveda LA LLC 21-10177 166 Geary St SF LLC 21-10178 1720 Eye St DC LLC 21-10179 1725 Montgomery St SF LLC 21-10180 19 W 44th NYC LLC 21-10181 195 Broadway NYC LLC 21-10182 2 Liberty Sq BOS LLC 21-10183 22 W 21 ST NYC LLC 21-10184 2228 Cottner LA LLC 21-10185 23 W 20th NYC LLC 21-10186 239 Causeway St Boston LLC 21-10187 240 W 35th NYC LLC 21-10188 240 W 40 St NYC LLC 21-10189 250 Montgomery St LLC 21-10190 259 W 30TH NYC LLC 21-10191 26 W 17th St NYC LLC 21-10192 260 W 39th NYC LLC 21-10193 275 Battery St SF LLC 21-10194 28 W 25 NYC LLC 21-10195 29 W 35th St NYC LLC 21-10196 295 Madison NYC LLC 21-10197 30 W 21 St NYC LLC 21-10198 300 Broadway St SF LLC 21-10199 300 Montgomery St SF LLC 21-10200 301 Brannan St SF LLC 21-10201 303 Second St SF LLC 21-10202 3137 S La Cienega Blvd LA LLC 21-10203 320 Lincoln LA LLC 21-10204 3309 La Cienega Place LA LLC 21-10205 333 Broadway SF Tenant LLC 21-10206 350 Sansome St SF LLC 21-10207 3535 Hayden Ave LA LLC 21-10208 360 Madison NYC LLC 21-10209 369 Lexington Ave NYC LLC 21-10210 390 Broadway NYC LLC 21-10211 40 Broad St BOS LLC 21-10212 400 Sutter St SF LLC 21-10213 405 E 4th Avenue SM LLC 21-10214 405 Howard Street SF LLC 21-10215 429 Santa Monica Blvd LA LLC 21-10216 42Floors LLC 21-10217 44 E 32nd Street NYC LLC 21-10218 44 Thomson Pl BOS LLC 21-10219 447 Broadway NYC LLC 21-10220 45 W 45 ST NYC LLC 21-10221 4501 Glencoe Blvd LA LLC 21-10222 455 Market St SF LLC 21-10223 456 Montgomery St SF LLC 21-10224 465 California St SF LLC 21-10225 5 Bryant Park NYC LLC 21-10226 50 Osgood Pl SF LLC 21-10227 505 Howard SF St LLC 21-10228 545 5th Ave NYC LLC 21-10229 555 Montgomery St SF LLC 21-10230 565 Commercial St SF LLC 21-10231 580 8th Ave NYC LLC 21-10232 590 Fifth Ave NYC LLC 21-10233 597 Fifth Ave NYC LLC 21-10234 6 W 28th NYC LLC 21-10235 60 Madison NYC LLC 21-10236 600 Corporate Pointe LA LLC 21-10237 649 Mission St SF LLC 21-10238 650 Fifth Ave NYC LLC 21-10239 71 Stevenson St SF LLC 21-10240 750 HARRISON ST SF LLC 21-10241 818 Mission St SF LLC 21-10242 8590 National Blvd LA LLC 21-10243 8690 National Blvd LA LLC 21-10244 875 6th Ave NYC LLC 21-10245 88 Kearny St SF LLC 21-10246 901 Market St SF LLC 21-10247 909 E Street DC LLC 21-10248 909 Ocean Front Walk LA LLC 21-10249 91 Fifth Ave NYC LLC 21-10250 Bush 225 SF LLC 21-10251 Cortlandt White NYC LLC 21-10252 Kkoin, LLC 21-10253 Knotel 1 Whitehall LLC 21-10254 Knotel 102 Madison LLC 21-10255 Knotel 105 Madison LLC 21-10256 Knotel 109 Stevenson LLC 21-10257 Knotel 11 E 44th LLC 21-10258 Knotel 110 Greene LLC 21-10259 Knotel 110 William LLC 21-10260 Knotel 114 W 26th LLC 21-10261 Knotel 12 W 21st St LLC 21-10262 Knotel 12 W 27th St LLC 21-10263 Knotel 121 2nd Street LLC 21-10264 Knotel 147 W 24th LLC 21-10265 Knotel 148 Lafayette LLC 21-10266 Knotel 150 Post LLC 21-10267 Knotel 1500 Broadway LLC 21-10268 Knotel 155 Fifth Ave LLC 21-10269 Knotel 156 Fifth, LLC 21-10270 Knotel 16 W 22nd LLC 21-10271 Knotel 160 Pine LLC 21-10272 Knotel 17 W 20th LLC 21-10273 Knotel 180 Howard LLC 21-10274 Knotel 200 W 41st LLC 21-10275 Knotel 2080 Addison LLC 21-10276 Knotel 211 East 43 LLC 21-10277 Knotel 213 W 35th St LLC 21-10278 Knotel 220 W 19th St LLC 21-10279 Knotel 221 Pine LLC 21-10280 Knotel 224 W 30th LLC 21-10281 Knotel 229 W 43 LLC 21-10282 Knotel 25 W 45th LLC 21-10283 Knotel 250 Hudson LLC 21-10284 Knotel 250 Hudson ST LLC 21-10285 Knotel 26 OFarrell LLC 21-10286 Knotel 26 W 17 LLC 21-10287 Knotel 261 Madison LLC 21-10288 Knotel 27 W 23rd ST LLC 21-10289 Knotel 29 W 17th LLC 21-10290 Knotel 3 E 28th LLC 21-10291 Knotel 30 Broad LLC 21-10292 Knotel 30 West 26th LLC 21-10293 Knotel 307 Fifth LLC 21-10294 Knotel 31 W 27th LLC 21-10295 Knotel 321 11th LLC 21-10296 Knotel 340 Brannan LLC 21-10297 Knotel 36 W 14th LLC 21-10298 Knotel 360 Pas LLC 21-10299 Knotel 37 W 17th LLC 21-10300 Knotel 373 Pas LLC 21-10301 Knotel 38 E 29th LLC 21-10302 Knotel 399 Lafayette LLC 21-10303 Knotel 40 EX LLC 21-10304 Knotel 40 Wooster LLC 21-10305 Knotel 400 Madison LLC 21-10306 Knotel 41 USW LLC 21-10307 Knotel 41 W 25 LLC 21-10308 Knotel 417 Montgomery LLC 21-10309 Knotel 419 PAS LLC 21-10310 Knotel 43 W 24th LLC 21-10311 Knotel 443 PAS LLC 21-10312 Knotel 475 Park LLC 21-10313 Knotel 49 Drumm LLC 21-10314 Knotel 5 Hanover LLC 21-10315 Knotel 5-9 USW LLC 21-10316 Knotel 521 Broadway LLC 21-10317 Knotel 530 Broadway LLC 21-10318 Knotel 530 Seventh Avenue LLC 21-10319 Knotel 54 W 21st LLC 21-10320 Knotel 54 W 22nd LLC 21-10321 Knotel 55 W 21St LLC 21-10322 Knotel 550 Montgomery LLC 21-10323 Knotel 551 Fifth Ave LLC 21-10324 Knotel 560 LEXINGTON LLC 21-10325 Knotel 575 8th Ave LLC 21-10326 Knotel 580 5th Ave NYC LLC 21-10327 Knotel 580 Market LLC 21-10328 Knotel 584 Broadway LLC 21-10329 Knotel 598 Broadway LLC 21-10330 Knotel 6 W 48th St LLC 21-10331 Knotel 600 Townsend LLC 21-10332 Knotel 61 Broadway LLC 21-10333 Knotel 611 Mission LLC 21-10334 Knotel 615 Sacramento LLC 21-10335 Knotel 625 2nd LLC 21-10336 Knotel 655 Madison LLC 21-10337 Knotel 695 AOA LLC 21-10338 Knotel 701 Sutter LLC 21-10339 Knotel 72 Madison LLC 21-10340 Knotel 785 Market LLC 21-10341 Knotel 80 Eighth Ave LLC 21-10342 Knotel 814 Mission LLC 21-10343 Knotel 88 Stevenson LLC 21-10344 Knotel 90 John LLC 21-10345 Knotel 900 Broadway LLC 21-10346 Knotel 972 Mission LLC 21-10347 Knotel Battery LLC 21-10348 Knotel Blockchain Services LLC 21-10349 Knotel Flowerpot LLC 21-10350 Knotel Geometry LLC 21-10351 Knotel Platform 2017 LLC 21-10352 Knotel President LLC 21-10353 Knotel Properties LLC 21-10354 Knotel Varick LLC 21-10355 Knotel William LLC 21-10356 Paces Ferry Road ATL LLC 21-10357 Pine Street Tenant NY LLC 21-10358 Tenant 660 Mkt St SF LLC 21-10359 Judge: Hon. Mary F. Walrath Debtors' General Bankruptcy Counsel: Mark Shinderman, Esq. Daniel B. Denny, Esq. MILBANK LLP 2029 Century Park East, 33rd Floor Los Angeles, CA 90067 Tel: (424) 386-4000 Fax: (213) 629-5063 Email: mshinderman@milbank.com ddenny@milbank.com Debtors' General Bankruptcy Counsel: Robert J. Dehney, Esq. Matthew B. Harvey, Esq. Matthew O. Talmo, Esq. Andrew R. Workman, Esq. MORRIS, NICHOLS, ARSHT & TUNNELL LLP 1201 N. Market Street, 16th Floor P.O. Box 1347 Wilmington, Delaware 19899-1347 Tel: (302) 658-9200 Fax: (302) 658-3989 Email: rdehney@morrisnichols.com mharvey@morrisnichols.com mtalmo@morrisnichols.com aworkman@morrisnichols.com Debtors' Investment Banker: MOELIS & COMPANY 399 Park Avenue, 5th Floor New York, NY 10022 Debtors' Claims, Noticing & Administrative Agent: OMNI AGENT SOLUTIONS 5955 De Soto Avenue, Suite 100 Woodland Hills, CA 91367 https://cases.omniagentsolutions.com/?clientId=CsgAAncz%2B6Y8BT7%2Biy4mVFIuqH5X8Tq5TAEdwE%2FHRRlsyQYRhuKt3kmxfl%2FYP7%2Fr3%2BKgyG8RNNQ%3D Debtors' Special Corporate Counsel: FENWICK & WEST LLP 801 California Street Mountain View, CA 94041 Debtors' Tax Consultant: ERNST & YOUNG LLP 5 Times Square New York, New York 10036 Estimated Assets: $1 billion to $10 billion Estimated Liabilities: $1 billion to $10 billion The petitions were signed by John M. Jureller, chief financial officer. A copy of Knotel, Inc.'s petition is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/NWC7JNA/Knotel_Inc__debke-21-10146__0001.0.pdf?mcid=tGE4TAMA List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ 1. One Workpl L Ferrari LLC Supply Chain- $4,985,299 dba Two Furniture 2500 De La Cruz Blvd Santa Clara, CA 95050 Email: payments@oneworkplace.com 2. Hudson 901 Market LLC Rent $4,042,220 303 2nd St San Francisco, CA 94107 Attn: Jason Storm Tel: (310) 445-5700 Email: jstorm@hudsonppi.com 3. Eden Technologies Inc Facilities $3,108,234 54 Gilbert St San Francisco, CA 94103 Tel: 1-800-754-3166 Email: billing@eden.io 4. 260-261 Madison Ave LLC Rent $2,692,399 261 Madison Ave, Fl 27 New York, NY 10016 5. 505 Howard SF LLC Rent $2,309,973 21575 Ridgetop Cir Sterling, VA 20166 6. SourceMedia Rent $2,119,571 1 State St New York, NY 10004 Attn: Anthony DeNoris Email: Anthony.DeNoris@sourcemedia.com 7. HRC Corp Rent $2,117,099 156 5th Ave, Ste 300 New York, NY 10010 Attn: Robert E. Haddad Tel: (212) 807-7664 ext. 2 Email: ehaddad@hrccorp.com 8. 530 Broadway Owner LLC Rent $1,560,785 1040 Ave of Americas, 3rd Fl New York, NY 10018 Attn: Joanne Agoglia Tel: (212) 519-2036 Email: jagoglia@hspny.com 9. RXR 61 Broadway Owner LLC Rent $1,487,384 61 Broadway New York, NY 10006 Attn: Jason Barnett, General Counsel Tel: (212) 797-1330 Email: leasing@rxrrealty.com 10. Hudson 625 Second Rent $1,333,644 LLC 625 2nd Rincon Ctr, Ste 220 San Francisco, CA 94105 Attn: Sarah Epstein Tel: (310) 445-5700 Email: sepstein@hudsonppi.com 11. 30 Broad Street Venture, LLC Rent $1,328,846 30 Broad St New York, NY 10004 12. Office Resources, Inc Supply Chain- $1,245,306 263 Summer St Furniture Boston, MA 02210 Attn: Leanne Niland Tel: (617) 896-3263 Email: accountsreceivablegroup@ori.com 13. RELX, Inc Rent $1,115,770 9443 Springboro Pike Miamisburg, OH 45342 Attn: Daniel J. Weissman Tel: (202) 857-8202 Email: dan.weissman@lexisnexis.com 14. DP 1550 Bryant LLC Rent $1,084,394 1550 Bryant St, 4th Fl San Francisco, CA 94103 Attn: Kimberly Tran Email: bli@downtown-properties.com 15. JLJ LLC Rent $1,057,433 c/o Olmstead Properties Inc 27 W 23rd St New York, NY 10010 Tel: (212) 564-2240 or (212) 564-6662 Email: mcarter@olmsteadinc.com 16. 29 W 35th Street LLC Rent $1,041,841 29 W 35th St, Ste 900 New York, NY 10001 17. Alliance Brokerage Corp Legal $991,338 990 Westbury Rd Westbury, NY 11590 Attn: Michael Vescovo Tel: (516) 465-1100 Email: mvescovo@abc990.com 18. ASB Allegiance Real Estate Fund Rent $971,442 dba 400 Madison Holdings LLC c/o Ds400Owner LLC 400 Madison Ave, Ste 14B New York, NY 10017 Attn: Adeline Juliet Martin, MYoungkuk Kim Tel: (301) 523-5721 OR Email: Julietmartin111@gmail.com 19. Kidder Matthews of California, Inc. Rent $927,672 101 Mission Street, Suite 2100 San Francisco CA 94105 Email: bradv@kiddermathews.com 20. 31 West 27th Street $901,476 Property Investors IV, LLC 31 West 27th Street New York NY 10001 21. 5 Hanover Square (NY) Owner, LLC Rent $896,606 5 Hanover Square New York NY 10004 22. 475 Building Company LLC Rent $849,723 750 Lexington Avenue New York NY 10022 23. 303 2nd Street Sf LLC / Syapse Inc Rent $844,119 303 Second Street, Suite 500 North San Francisco CA 94107 24. 11 E 44th Street LLC Legal $816,073 346 Madison Ave New York NY 10017 25. 598 Broadway Realty Assoc, Inc Rent $815,749 P.O. Box 514 Prince St Station New York, NY 10012 26. Godaddy MSH Inc. Rent $769,884 14455 N. Hayden Rd., Suite 219 Scottsdale, AZ 85260 27. 250 Hudson Street LLC Rent $755,139 28. Legacy 455 Market Street L.P. $747,678 1865 Harman Street, 1R Ridgewood NY 11385 Attn: Tania A. Monar 29. Essence Global LLC $746,983 54 West 21st Street New York NY 10010 Email: eyleen.donneys@essenceglobal.com 30. 6 West 48th LLC $730,712 242 West 38th Street 12th Floor New York NY 10018 Email: ecerritos@hspny.com KNOTEL INC: Files for Chapter 11 to Pursue Quick Sale ----------------------------------------------------- Knotel Inc., a flexible workspace provider in 20 global markets, has sought Chapter 11 protection with a deal to sell the business to real estate services firm Newmark Group Inc. via a $70 million credit bid, absent higher and better offers. New York-based Knotel quickly filed with the Bankruptcy Court a motion requesting approval of a stalking horse asset purchase agreement with Newmark and to initiate a sale process under Section 363 of the Bankruptcy Code. Newmark has agreed to provide $20.4 million to finance the case pending a sale of the assets. The bidding procedures contemplate a bid deadline of Feb. 28, at 4 p.m., prevailing Eastern Time, and the Debtors project that financing will be fully exhausted within six weeks from the Petition Date. Amol Sarva, Knotel Co-founder and Chief Executive Officer, said in a statement, "After a thorough review of strategic alternatives, we have determined that a process to sell our business and reshape our U.S. footprint is the best path forward to maximize value for our stakeholders. The pandemic created a uniquely challenging operating environment, with significant impacts on leasing velocity and the rate of renewals in key markets, particularly New York and San Francisco. We must address this now to position our business for sustainable growth and a successful future." "Our restructuring will enable us to strengthen our balance sheet, focus on a right-sized portfolio of locations, and maintain relationships with our customer base while continuing to build on Knotel's differentiated service offering. We continue to believe in Knotel's potential in the growing flex market. We thank our talented team members for their continued hard work and dedication toward fulfilling our vision of tailoring flexible workspaces on a global scale so companies and their people are empowered to do their best work," Dr. Sarva added. COVID-19 Pandemic Founded in 2015, Knotel considers itself a market leader in the dedicated flexible workspace industry and focuses on enterprise customers. At the beginning of 2020, Knotel had over 4.0 million square feet of leased workspace under management, over 300 customers contracted for workspace, and expanded operations in various major business centers in the U.S., U.K., E.U., Asia, and South America, including New York City, San Francisco, Paris, London, Berlin, Amsterdam, and Dublin. But with the onset of the COVID-19 pandemic, beginning in early 2020 Knotel's historical growth rate was halted. The COVID-19 pandemic has severely disrupted the Debtors' business plans and operations, as certain customers' business plans were materially adversely impacted, resulting in terminations of existing contracts, requests for reduced monthly service rates, a reduction in historical renewal rates, and termination of executed contracts with pending delivery dates. Further, since the onset of the pandemic, the widespread adoption of work-from-home policies caused demand for workspace to decline significantly. Finally, certain existing customers have had difficulty making timely payments due to the overall decline in their business. Sale to Digiatech/Newmark Beginning at the end of December 2020, an existing preferred stockholder, Digiatech, LLC, a subsidiary of global full service real estate services firm Newmark Group Inc., purchased both the first lien and second lien secured debt, negotiated a financing package to both provide immediate emergency interim financing and debtor-in-possession financing, and further committed to be the stalking horse bidder to enable a timely Section 363 sale and acquisition of the Company as a going concern. The emergency pre-bankruptcy financing enabled Knotel to avoid liquidation, stem customer losses, preserve jobs and maximize value for creditors. Similarly, Digiatech's stalking horse bid preserves jobs, serves a core group of customers, and benefits landlords and contract counterparties whose contracts will be assumed by the buyer. The Debtors expect a sale will be followed by liquidation of the estate, such as through a conversion to chapter 7 or structured dismissal, but will require that any sale assume or otherwise provide payment of all allowed administrative expenses of the Chapter 11 cases. Breathing Space The Debtors anticipate using the breathing space afforded by the bankruptcy process to adequately market and monetize their assets. The Debtors believe that conducting an open and competitive marketing process in the context of these Chapter 11 cases represents the best strategy to maximize the value of the Debtors' business for stakeholders. Furthermore, the Debtors expect that an expedited sale process will allow the Debtors to capitalize on anticipated post-pandemic opportunities including if companies bring their employees back to the office and seek more flexible, efficient, and fully-managed workspace arrangements in a dedicated, non-shared environment. An expedited sales process will maximize value by restructuring the Debtor' business operations and reducing the significant losses the Debtors have incurred since the pandemic. To ensure a smooth transition into Chapter 11, the Company filed with the Court a series of customary "first day" motions, including requests to continue to pay wages and provide health and insurance benefits to employees in the normal course. About Knotel Inc. Knotel -- http://www.Knotel.com/-- is a flexible workspace platform that matches, tailors and manages space for customers. New York-based Knotel offers workspace properties such as desks, open, and private spaces on rent for companies in 20 global markets. In the U.S., Knotel primarily serves in the New York City and San Francisco areas. Knotel, founded in 2015, raised hundreds of millions of dollars from investors. It expanded rapidly for years and was one of the more aggressive competitors in the co-working and flexible office space sector, becoming one of WeWork's fiercest rival. As the COVID-19 pandemic upended the co-working industry, Knotel, Inc., and its U.S. subsidiaries sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021 to pursue a sale of the assets to Newmark Group. Knotel estimated $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. Morris, Nichols, Arsht & Tunnell LLP is serving as the Company's counsel. Moelis & Company is the investment banker. Omni Agent Solutions is the claims agent. KNOTEL INC: Newmark Is Lead Bidder & DIP Lender ----------------------------------------------- Newmark Group, Inc. (Nasdaq: NMRK) on Jan. 31, 2021, announced that it has agreed to provide debtor-in-possession ("DIP") financing to Knotel, Inc. and acquire Knotel's business through its Chapter 11 sales process. "We look forward to supporting Knotel through this difficult period," said Newmark Chief Executive Officer Barry Gosin. "We are providing capital to Knotel so it can right-size its business for the path forward." "Newmark's commitment offers a path forward amidst this challenging climate," said Knotel Co-Founder and Chief Executive Officer Amol Sarva. "We are optimistic that, through a successful restructuring, we can refocus on our mission of providing state-of-the-art, tailored flex space in key U.S. and international markets. We have engaged Hilco Real Estate, a real estate restructuring specialist, to assist Knotel." To facilitate this transaction under Section 363 of the United States Bankruptcy Code, an affiliate of Newmark has agreed to provide Knotel with approximately $20 million in cash as DIP financing to support Knotel through the bankruptcy process. Additionally, Newmark owns all of the outstanding first and second-lien secured debt of Knotel. Newmark's agreement to acquire Knotel assets is subject to approval from the United States Bankruptcy Court. About Newmark Group Inc. Newmark Group, Inc. (Nasdaq: NMRK), together with its subsidiaries ("Newmark"), is a world leader in commercial real estate services, with a comprehensive suite of investor/owner and occupier services and products. Its integrated platform seamlessly powers every phase of owning or occupying a property. Together with London-based partner Knight Frank and independently-owned offices, Newmark's 18,800 professionals operate from approximately 500 offices around the world, delivering a global perspective and a nimble approach. In 2019, Newmark generated revenues in excess of $2.2 billion. To learn more, visit nmrk.com or follow @newmark. About Knotel Inc. About Knotel Inc. Knotel -- http://www.Knotel.com/-- is a flexible workspace platform that matches, tailors and manages space for customers. Nerw York-based Knotel offers workspace properties such as desks, open, and private spaces on rent for companies in 20 global markets. In the U.S., Knotel primarily serves in the New York City and San Francisco areas. Knotel, founded in 2015, raised hundreds of millions of dollars from investors. It expanded rapidly for years and was one of the more aggressive competitors in the co-working and flexible office space sector, becoming one of WeWork's fiercest rival. As the Covid-19 pandemic upended the co-working industry, Knotel, Inc., and its U.S. subsidiaries sought Chapter 11 protection (Bankr. D. Del. Case No. 21-10146) on Jan. 30, 2021, to pursue a sale of the assets to Newmark Group. Knotel estimated $1 billion to $10 billion in assets and liabilities as of the bankruptcy filing. Morris, Nichols, Arsht & Tunnell LLP is serving as the Company's counsel. Moelis & Company is the investment banker. Omni Agent Solutions is the claims agent. LARRY FREDERICK: Selling Martinsburg Properties for $2.95 Million ----------------------------------------------------------------- Larry Frederick and Sharon Frederick ask the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize: I. the sale to Eric and Jennifer Frederick for $2.1 million of the following: A. parcels of real property along with the improvements and any buildings or structures located thereon: (i) an approximately 161-acre parcel located at, and commonly known as, 1098 Frederick Road, Martinsburg, Pennsylvania 16662 and identified as Blair County Map Number: 20.00-09..-009.00-000 ("1098 Frederick Road"); and (ii) an approximately 66-acre parcel located at, and commonly known as, 1219 Frederick Road, Martinsburg, Pennsylvania 16662 and identified as Blair County Map Number: 20.00-09..-008.00-000 ("1219 Frederick Road"); and B. various pieces of the farming equipment list on Exhibit A and the livestock listed on Exhibit B. II. the sale to Mark and Megan Frederick for $850,000 of approximately 59.94-acre parcel identified as Blair County Tax Parcel No. 20.000-12-001.00, located at Frederick Road in Martinsburg, Pennsylvania 16662, which is referred to as Cove Lane. On Jan. 8, 2021, the Debtors filed a Motion to Approve Stipulation and Consent Order Settling Contested Matters Between the Debtors and M&T Bank and Establishing Asset Sale Process. The Motion to Approve seeks approval of a Stipulation between the Debtors, M&T Bank and the United States of America Farm Service Agency ("FSA"), which Stipulation provides for a sales process for three pieces of real property owned by the Debtors along with corresponding Personal Property. While the Stipulation is still pending approval, the Debtors intend to initiate a sales process consistent with the same. The Debtors own, and propose to sell through the Motion, the Frederick Road Properties, the Cove Lane, and the Personal Property. The Debtors' herd is subject to change in the normal course. For the avoidance of doubt, the Debtors ask to sell all livestock they own as of the date of closing on the sale. The Respondents which may hold liens, claims and encumbrances against the assets the Debtors seek to sell are as follows: M&T Bank; the FSA; Cargill, Inc.; Susquehanna Commercial Finance, Inc.; Growmark FS, LLC; FS Financial Services, LLC; Wells Fargo Vendor Financial Services, LLC; Blair County Tax Claim Bureau; the Pennsylvania Department of Revenue, and the Internal Revenue Service. It was contemplated among the Debtors, M&T and Juniata Realty that Juniata Realty be given 45 to 60 days to market the assets that the Debtors propose to sell through the Motion. Accordingly, the Debtors are asking a Sale Hearing date between March 10, 2021 and March 18, 2021. Consistent with the same, the Debtors will self-schedule the Motion for March 16, 2021. The Debtors have received an offer to Purchase the Frederick Road Properties and the Personal Property from Eric and Jennifer Frederick pursuant to the Purchase and Sale Agreement dated Jan. 26, 2021. Eric Frederick is the son of the Joint Debtors. Jennifer Frederick is the daughter-in-law of the Joint Debtors. The proposed consideration is $2.1 million plus the assumption of the Debtors' obligations to Growmark FS, LLC and FS Financial Services, LLC to the extent of Growmark's allowed secured claim, if any, on the Personal Property. M&T has a first position lien on the Frederick Road Properties and a second position lien on the Personal Property while the FSA has a first position lien on the Personal Property. There is no equity in the assets beyond the liens of M&T and the FSA. Per the Stipulation, M&T and the FSA have agreed to accept the amount of consideration for a release of their liens on the assets being sold and provided that they are paid at closing. The Debtors have received an offer to purchase Cove Lane from Mark and Megan Frederick pursuant to the Purchase and Sale Agreement dated Jan. 26, 2021. There is no known relation between the Debtors and Mark and Megan Frederick. The proposed consideration is $850,000. M&T has a first position lien on Cove Lane. Cove Lane is vacant land and there is no Personal Property being sold with Cove Lane. There is no equity in Cove Lane beyond the lien of M&T. Per the Stipulation, M&T has agreed to accept the amount of consideration for a release of its lien on Cove Lane provided that M&T is paid at closing. Simultaneously with the filing of the Motion, the Debtors are filing an Expedited Motion to Approve Bid Procedures. Per the Bid Procedures Motion, the Debtors, with the support of M&T and the FSA have proposed that competing bids be solicited for the Frederick Road Properties and Personal Property (together as one lot) and for Cove Lane (individually and in bulk with the Frederick Road Properties and Personal Property). They have further proposed that the Court determines the highest or best bid or bids at the Sale Hearing. Through the Motion, the Debtors ask to sell the Frederick Road Properties, Cove Lane and the Personal Property at the highest price offered by qualified bidders at an auction with the proposal from Eric and Jennifer Frederick serving as the opening bid on the Frederick Road Properties and Personal Property, and the proposal from Mark Frederick and Megan Frederick serving as the opening bid on Cove Lane. Further, the Debtors ask to transfer the liens, claims and encumbrances to the proceeds of the sale(s) in accordance with their priority, if and to the extent that they may be determined to be valid liens against the Frederick Road Properties, Cove Lane, or the Personal Property. The Debtors seek to pay M&T and the FSA at closing up to the full amount of their allowed secured claims. The assets are being sold "as-is, where-is." The Debtors believe, and therefore aver that the proposed sale is fair and reasonable and acceptance and approval of the same is in the best interest of the Estate. A copy of the Agreements and the Exhibits is available at https://tinyurl.com/y4az65z7 from PacerMonitor.com free of charge. The Purchasers: Erik Frederick 1219 Frederick Road Martinsburg, PA 16662 Mark Frederick 354 Emmert Lane Martinsburg, PA 16662 Larry Frederick and Sharon Frederick sought Chapter 11 protection (Bankr. W.D. Pa. Case No. 18-70870) on Dec. 20, 2018. The Debtors tapped Robert O. Lampl, Esq., at Robert O. Lampl Law Office as counsel. On Jan. 20, 2021, the Court approved Juniata Realty as the Debtors' Real Estate Broker. LIBBEY GLASS: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Libbey Glass LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Libbey's B3 CFR reflects its relatively modest scale and its elevated operational risk given the high operating fixed cost associated with manufacturing the majority of its products in-house. The company has narrow product focus in the mature and highly competitive glassware industry. Demand for Libbey's products has been materially and negatively impacted due to coronavirus related shutdowns, with declines more pronounced in its food service segment, historically its largest segment. Moody's projects Libbey's top line will grow in the mid-teens range in fiscal 2021, benefiting from somewhat stable retail channel demand, and a moderate recovery in food service from very low levels in fiscal 2020. However, Moody's expects both sales and profits will remain well below 2019 levels over the next few years. Libbey's financial leverage remains high post emergence from chapter 11, and its low EBIT margin in the low single digits provide limited financial flexibility to absorb prolonged revenue or earnings pressures. The rating also reflects Libbey's good market position in the glassware industry with a significant presence in the North American food service and retail glassware markets, and growing ecommerce business that positions the company well to benefit from the continued shift in consumer spending online. The company benefits from healthy geographic and customer diversification. Under normal business conditions, demand for glassware is relatively recurring owing to natural replenishment as a result of breakage, particularly for food service customers The company's recent cost savings initiatives will support profit margin expansion over the next 12-24 months. However, the EBIT margin will remain in the low-to-mid single digits. The principal methodology used for this review was Consumer Durables Industry published in April 2017. LIFE TIME: Moody's Rates New $475MM Unsecured Notes Due 2026 'Caa3' ------------------------------------------------------------------- Moody's Investors Service assigned Caa3 to Life Time, Inc.'s proposed $475 million senior unsecured notes due 2026 that will be used to fund the refinancing of the company's existing $450 million senior unsecured notes. Life Time's existing ratings including the Caa1 Corporate Family Rating and stable outlook are not affected. The refinancing of its senior unsecured notes extends the unsecured maturity profile from 2023 to 2026, which Moody's views as credit positive. With the successful completion of this transaction, Life Time will have no meaningful maturities until its revolver expires in September 2024. Life Time's existing ratings are not affected because debt, leverage, cash interest expense and liquidity are not changing materially. Moody's took the following rating actions: Issuer: Life Time, Inc. Assignments: Proposed Senior Unsecured Notes, assigned Caa3 (LGD6) Moody's expects to withdraw the Caa3 rating on the existing $450 million senior unsecured notes due 2023 once the proposed transaction closes. RATINGS RATIONALE Life Time's Caa1 CFR reflects its very high leverage with Moody's adjusted debt-to-EBITDA expected to remain above 10x over the next year as the result of significant earnings declines due to reductions in membership and facility utilization from the coronavirus pandemic in the US. The rating is constrained by the company's aggressive growth policy and historically high reliance on external financing to support its new club openings including sale-leaseback transactions, landlord incentives and revolver borrowings. The rating also reflects Life Time's moderate geographic concentration and the business risks associated with the highly fragmented and competitive fitness club industry, which includes high membership attrition rates and exposure to shifts in consumer spending and economic cycles. Life Time's credit profile benefits from its focus on a more affluent member base and expanded service offerings relative to most fitness clubs that make it less susceptible to increasing competition from the value priced fitness clubs. The larger sized and country club like facilities with outdoor amenities such as pools and tennis courts will continue to enable Life Time to fare better during the coronavirus pandemic and subsequent recovery versus its peers with only indoor gyms. The rating is also supported by the company's solid asset base from owning about 42% of its clubs, of which 29 are pledged to the first lien bank credit facilities. Monetization of real estate provides an additional option to bolster liquidity if needed, and distinguishes Life Time from most other fitness clubs where facilities are primarily leased. The company was able to access the sale leaseback market even during the worst period of the pandemic in 2020, which attests to the value of its real estate assets. 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 Life Time 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. Specifically, the weaknesses in Life Time's credit profile, including its exposure to discretionary consumer spending have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the ongoing coronavirus pandemic and social distancing measures. Moody's expect the coronavirus concern for fitness clubs will start to subside in the second half of 2021 once a growing share of the public has been vaccinated. Governance concerns come from the fact that Life Time is owned by a group of private investors including large private equity firms. Financial policy has been aggressive in the past with regards to using high leverage and external financing to fund growth capital expenditure. However, the owners have been supportive of the company when needed in the past including cash injections via loans in mid-2020 to bolster liquidity and reinvestment (sponsor loan was converted into preferred equity in early 2021), and we expect owners to continue to be supportive with equity injections if necessary. Fitness clubs have sensitive customer data including information related to health, workout schedules, and credit cards. Protecting data security is thus important to attracting and retaining customers, and increases operating costs. Rising labor costs are an issue. Demographic and societal trends toward health and wellness are positive social factors supporting demand growth, but growing competition from technology oriented workouts is likely to weaken membership for facilities based fitness providers unless they invest to broaden their service offerings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Life Time will have adequate liquidity including an approximate $200 million cash balance and no meaningful maturities until the revolver expires in 2024 following recent refinancing activity and waiver of its springing covenant through March 31, 2022. The stable outlook also incorporates Moody's expectation that Life Time's owners will continue to support the company with equity injections in 2021 to fund operations and growth capital as needed and that the company could generate proceeds from sale-lease back transactions to help fund its operations over the next year. The existing liquidity and additional capital sources should help Life Time manage in a weak economic environment for fitness clubs where the company remains vulnerable to coronavirus disruptions and unfavorable shifts in discretionary consumer spending. Ratings could be upgraded should operating performance, credit metrics and liquidity improve. Specifically, renewed membership and EBITDA growth, positive free cash flow before growth investments, Moody's adjusted debt-to-EBITDA sustained below 7.5x along with good liquidity would be necessary for an upgrade. The ratings could be downgraded if there is further deterioration of membership levels, operating performance, credit metrics or liquidity. Furthermore, ratings could be downgraded should the prospect of a distressed exchange or other default increases, or if recovery prospects weaken. The principal methodology used in this rating was Business and Consumer Service Industry published in October 2016. Headquartered in Chanhassen, MN, Life Time, Inc. operates 149 large format fitness clubs in 29 states and one Canadian province mostly in suburban locations. LTM revenue as of September 30, 2020 was about $1.2 billion. The company is owned by a group of private investors. LIFETIME BRANDS: Moody's Completes Review, Retains B2 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Lifetime Brands, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Lifetime Brands' B2 CFR broadly reflects its relatively small scale and its elevated financial leverage. The company's products are discretionary in nature and susceptible to consumer spending reductions, and a prolonged period of high unemployment or weak economic conditions will negatively impact demand. The rating also reflects Lifetime Brands' relatively low mid-single digit operating profit margins, its geographic and customer concentration, and the mature and highly competitive nature of the kitchenware product category. The rating also considers the company's strong market position in the homewares industry with many leading brands in narrowly defined product categories, and its good brand and product diversification. Lifetime Brands' well-diversified retail distribution channel, which includes e-commerce, positions the company well to benefit from the continued shift of consumer spending to online. The principal methodology used for this review was Consumer Durables Industry published in April 2017. LONGVIEW POWER: Moody's Rates $40MM Exit Loan Facility 'Caa1' ------------------------------------------------------------- Moody's Investors Service has assigned a Caa1 rating to Longview Power, LLC's (Longview or Project) $40 million senior secured term loan (Exit Facility) due July 2025. The Exit Facility was established as part of Mountain State Energy Holdings LLC's (formerly known as Longview Intermediate Holdings C LLC) July 2020 emergence from bankruptcy, and related debt restructuring which saw the transfer of ownership to senior secured lenders. Longview's rating outlook is stable. The terms of the Exit Facility provided an initial $20 million to the Project at close with the remaining proceeds held in a trust and slated for release to the Project in mid-2022. The Project is permitted to use up $15 million of the loan proceeds for Cash Collateral as well as for general corporate purposes and covering loan expenses. The project owns and operates a 710 MW supercritical coal-fired power plant located near Morgantown, West Virginia, and commenced operations in 2011. RATINGS RATIONALE The Caa1 rating reflects Longview's overall weak credit position due to weak wholesale power prices in PJM Interconnection, L.L.C. (PJM, Aa2 stable). The PJM region is plagued by persistent excess capacity, tepid electric demand and sustained low natural gas prices, all of which compress electric energy margins. As a merchant coal-fired generation power plant, Longview faces elevated carbon transition risk, with the potential for adverse federal policy for the US coal power industry and rising investor concern regarding ESG considerations contributing to heightened refinancing risk for the project. The rating incorporates the change in ownership that occurred following the issuer's emergence from bankruptcy including the governance of the organization, which we view as appropriate. The rating level also acknowledges the substantially lower debt quantum at Longview following the Project's bankruptcy, where debt was reduced to $40 million from approximately $356 million pre-bankruptcy. While lower debt levels are supportive of credit quality, the Project's ability to generate material free cash flow is hampered by significant major maintenance and capital spending needs totaling $119 over the loan life as well as by high interest costs amid a weak power pricing environment. These expenditures are in part driven by plans to replace the high pressure section of the plant turbine in 2024 as part of its 10-year major overhaul. The existing turbine will be retained as a spare, and possibly repaired if the Project has the available internal resources. The credit agreement stipulates annual average debt service of approximately $5.1 million over the 2021-2024 period, with a principal payment of $52m in year 2025. These sums include a 30% repayment fee on debt service. The Project has the right to exercise a payment-in-kind (PIK) interest of 5% annually, which reduce debt expenses by about $2 million a year but would also increase the final debt obligation. The Exit Facility is secured by substantially all of the assets of the Guarantors, including Mountain State Energy Holdings LLC's, subject to certain subsidiary exclusions. As part of the reorganization, a third party has determined an enterprise value for Longview of approximately $110 million. In addition to the aforementioned senior secured debt, other obligations include a $4.2 million capex loan and a $2.6 million LNG facility loan ($2.6m). Several of the financial metrics when including required capital investments in the calculation align with the Caa rating category. Liquidity at the project is adequate. The Project's unrestricted and restricted cash balances as of December 31, 2020 were approximately $43 million and $47 million, respectively. The absence of a debt service reserve fund is a credit weakness, though this is offset somewhat by the level of restricted cash, which includes $20 million held in trust, as well as the current level of unrestricted cash. One condition precedent for the release of the monies held in trust is the presence of a minimum of $20 million in available liquidity at the Project. In April 2020, the project amended its coal contract with Contura Coal, reducing the term of the contract to December 31, 2022, while also lowering the per unit price, which will enhance annual cash flow. For both 2021 and 2022, the project can receive up to 1.8 million tons, which coincides with the expected amount needed for a given year. Post-2022, Longview expects that the level of excess of coal supply in the market will prevent any material increase in higher coal costs. Moody's also note that PJM will be conducting its capacity auction in May 2021 and in November 2021, which will provide greater visibility into the reliability of the Project's future financial performance. Positively, the asset's operating performance has been sound in recent years, with annual capacity and availability factors above 85% since 2018. Performance through the first three quarters of 2020 was satisfactory, with average availability at 96.7%, roughly 3 percentage points above budget. Capacity factors have generally been strong owing to the plant's competitiveness. Moody's note the capacity factor has declined to 77.6% during the second quarter 2020, primarily because of 745 hours of Reserved Shutdown hours that occurred during Q2, which were used to perform scheduled maintenance work, as well as off-peak cycling in Q1 and Q3. Moody's expect the annual capacity factor to rebound with Q4 results. RATING OUTLOOK The stable outlook incorporates the view that plant operations will remain steady, and the project will maintain its relative competitive position in the PJM market, producing cash flows consistent with our base case expectations. The outlook further incorporates the current low merchant price environment, which Moody's believe will persist over the foreseeable future. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Factors that could lead to an upgrade In light of the potential refinancing challenges and related ESG investor concerns, prospects for a rating upgrade in the near term are limited. The rating could be upgraded if the Project demonstrates substantially stronger cash flows that allow it to more rapidly de-lever or accumulate cash. This could occur if the next two upcoming PJM capacity price auction results are higher than expected and if weather or demand conditions drive higher power prices in PJM. Factors that could lead to downgrade The rating could be downgraded if anticipated cash flow and liquidity levels weaken, which could occur if the plant experiences operational problems or if wholesale market economics worsen. A downgrade could also occur if changes to the regulatory environment where Longview operates impacts its ability to generate cash flow or limits its ability to remain a going concern over the medium term. ISSUER PROFILE Longview Power is a special purpose entity that owns and operates a 710 MW supercritical pulverized coal-fired power plant located in Morgantown, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh, PA. The project Energy and capacity is sold on a merchant basis into PJM's wholesale energy and capacity markets. Coal for the project is purchased from third-party providers via long-term contracts following the closure of Longview's Mepco mine-mouth operations in March 2018. Water for the project is drawn from the Monongahela River, via a pipeline and treatment facility constructed by Dunkard Creek Water System LLC (Dunkard), another Longview affiliate. Mepco and Dunkard are both subsidiaries of Longview's parent, Mountain State Energy Holdings, LLC, and are part of the collateral package pledged to the Longview lenders. In October 2020, Longview Intermediate Holdings C LLC changed its name to Mountain State Energy Holdings LLC. The principal methodology used in this rating was Power Generation Projects Methodology published in July 2020. MARRIOTT OWNERSHIP: Welk Deal No Impact on Moody's Ba3 Rating ------------------------------------------------------------- Moody's Investors Service stated that Marriott Ownership Resorts, Inc.'s ("Marriott Vacations"; Ba3 negative) announcement that is acquiring Welk Resorts, an independent timeshare company with eight upper upscale resorts, for $430 million is credit negative. Despite the longer term benefits of adding these resorts to the Hyatt Residence Club brand, the acquisition will increase the company's debt level at a time when the impact of the coronavirus has caused the company's leverage to deteriorate to above 10x (Moody's debt/EBITDA including standard adjustments and securitized debt). The acquisition also represents a fairly high multiple. Moody's estimates that the purchase price represents a 14.8x multiple based upon Welk's 2019 EBITDA or, when deducting the value of built land and inventory from the purchase price, a 12.6x EBITDA multiple. The company's ratings are unaffected by this announcement as the transaction is largely leverage neutral given the equity component and as Marriott Vacations continues to have adequate liquidity ($1.3 billion of total liquidity) that provides it with the support to weather the disruption caused by the coronavirus pandemic. The timeshare industry continues to be highly disrupted by the coronavirus and the related restrictions on traveling along with the uneasiness for some people to travel during this time. Moody's expects that the timeshare industry will recover more quickly than the lodging industry in general due to the fact that the vacation is prepaid by the timeshare owner, so there is a desire to use the points; a typical timeshare room is larger than a hotel room and has a kitchen -- allowing visitors to vacation but still practice social distancing and eating at home; the typical timeshare owner can drive to his/her vacation. The negative outlook reflects Moody's expectation that continued weakness caused by the disruption related to the spread of the coronavirus, and the resulting macroeconomic weakness, could pressure Marriott Vacations' earnings and liquidity over the next 12 months. The purchase price of $430 million, will be funded by a 50/50 mix of cash and equity (about 1.4 million Marriott Vacations common shares). At the same time, the company is planning on issuing $500 million of convertible debt. The use of proceeds is expected to, among other things, repay Welk debt and partially refinance Marriott Vacations term loan. The addition of these eight resorts located primarily on the west coast of the US will provide additional geographic presence for the Hyatt Residence Club brand. The acquisition is expected to close in the second quarter of 2021 and is dependent upon customary approvals, including approval from Hyatt Hotels Corporation to rebrand these locations to the Hyatt Residence Club Brand. Marriott Ownership Resorts, Inc. is a subsidiary of publicly traded Marriott Vacations Worldwide Corporation. Marriott Vacations is one of the two largest vacation ownership and timeshare exchange companies. The company develops, markets, sells and/or manages vacation ownership properties under brands including the Marriott Vacation Club, Westin Vacation Club, Sheraton Vacation Club, Grand Residences by Marriott, Hyatt Residence Club, and The Ritz-Carlton Residences brand. Marriott Vacations has a portfolio of 110 properties across the globe and has the second largest timeshare exchange business with access to nearly 3,200 resorts. For the twelve months ended September 30, 2020 revenues were about $3.4 billion. Welk Resorts, operates 8 vacation resorts and one hotel. Welk Resorts 2019 revenues were about $214 million. MICHAEL F. RUPPE: Cueva Buying Property in Dover for $334.9K ------------------------------------------------------------ Michael F. Ruppe asks the U.S. Bankruptcy Court for the District of New Jersey to authorize the sale of the real property located at 230 West Blackwell Street, in Dover, New Jersey, to Manuel Cueva for $334,900. A hearing on the Motion is set for Feb. 25, 2021, at 10:00 a.m. The Property is a two-family home in average condition, comprised of Unit 1 and Unit 2, with a total of five bedrooms, two bathrooms, and two-car detached parking. It has been vacant since July 2020. The Property is encumbered by a mortgage lien held by Nationstar Mortgage, LLC, doing business as Mr. Cooper, in the amount of $260,643 (Proof of Claim No. 10 in Claims Registry). Realtor Robert Sivori assisted the Debtor with the sale of the Property. Based on the Comparative Market Analysis, the Property was valued at approximately $310,000 in "as is" condition. The Property was listed for sale on April 18, 2020 for an initial listing price of $369,900. The Realtor marketed the Property on over 500 websites including GSMLS, NJMLS, Zillow.com, Trulia.com, Realtor.com, Homes.com, and many other websites. Since the Property has been on the market, four other offers were accepted and signed, ranging from $332,000 to $353,000. Unfortunately, the sales were not consummated for various reasons. At present, the best and highest offer the Realtor received is an all cash offer in the amount of $334,900, which was made by the proposed purchaser. Subject to Court authorization, the Debtor has entered into a Real Estate Contract for Sale to sell the Property to the Purchaser for an all cash purchase price of $334,900. There are no other agreements between the Debtor and the Purchaser other than what was agreed to in the Purchase Agreement and the accompany Attorney Review Letter. The Purchaser is aware of the underground oil tank on the Property, as well as an easement, and has agreed to purchase the Property in "as is" condition. However, the Debtor has offered a $3,000 closing credit should the underground tank soil test produce undesirable results. The Purchase Agreement and the sale of the Property is contingent upon and subject to the Court's approval. The Liens that may encumber the Properties include: (i) any and all unpaid property taxes; (ii) any and all unpaid municipal charges for water and/or sewer; and (iii) mortgage lien owed to Nationstar in the amount of approximately $260,643. The expected equity received from the sale of the Property is $51,163. The pertinent terms of the Purchase Agreements are: a. The Purchase Agreement provides for a purchase price of $334,900 with an initial deposit of $10,000 to the Debtor's real estate attorney, and the balance of the purchase price, in the sum of $324,900, being due at closing. b. The proposed Purchaser of the Property is Manuel Cueva. c. The Purchaser is advised that the purchase price reflects a sale of the property in "as is" condition. While the Purchaser is entitled to have the Property inspected as set forth in the Purchase Agreement, the Debtor does not intend to make any repairs or offer any credits or purchase price adjustments for the same, with the exception of the oil tank credit. All inspections must be completed and the Seller notified of the results thereof within seven days. d. The closing is anticipated to occur on Jan. 25, 2021 or after the sale hearing held before the Court approving the sale of the Property to the Purchaser unless otherwise extended by written agreement of the parties, and on or about 60 days from the conclusion of attorney review. e. The Purchase Agreement and sale is contingent upon approval of the Court for the District of New Jersey. The Debtor will proceed to ask such approval or dismissal immediately upon completion of attorney review. f. The Purchaser has been advised that there is an underground oil tank on the Property and has the right to have the same tested as part of his inspection. However, the Debtor will pay for the soil test, and give the Purchaser a $3,000 credit at closing. The Debtor believes the proposed sale provides the highest and best value to the bankruptcy estate. The Debtor asks the Court to allow the Realtor's fees to be paid from the sale proceeds at closing. The Debtor asserts that given the goal by the parties in the case to sell the Property and bring the case to conclusion in the short term, there is cause to waive the stay and he asks that upon approval of the sale, the 14-day period pursuant to Rule 6004(h) be waived by the Court. A copy of the Contract is available at https://tinyurl.com/y33ewfo9 from PacerMonitor.com free of charge. Michael F. Ruppe sought Chapter 11 protection (Bankr. D. N.J. Case No. 20-10544) on Jan. 13, 2020. The Debtor tapped David L. Steven, Esq., as counsel. On Feb. 19, 2020, the Court appointed Robert Sivori as Realtor. N & B MANAGEMENT: Trustee Selling Forest Hills Property for $45K ---------------------------------------------------------------- Jeffrey J. Sikirica, Chapter 7 Trustee of N & B Management Co., LLC, asks the U.S. Bankruptcy Court for the Western District of Pennsylvania to authorize the sale of the real property located at 1910 Ardmore Boulevard, in Forest Hills Borough, Allegheny County, Pennsylvania, Tax Parcel 0299-P-00096-0000-00, to Elmer Pariona or his assigns for $45,000, subject to higher and better offers. Respondents Borough of Forest Hills, Woodland Hills School District, Treasurer of Allegheny County and Jordan Tax Service, Inc. represent any unpaid real taxes assessed against the Real Property. Amounts owed to the Taxing Authorities will be determined, pro-rated and paid at the closing on the sale of the Real Property. Respondent Wilkinsburg-Penn Joint Water Authority and Forest Hills Municipal Authorities represent any unpaid municipal sewage and water liens against the Real Property. Amounts owed to the Municipal Authority will be determined and paid at the closing on the sale of the Real Property. Respondent Borough of Mount Oliver, filed a municipal lien for sewage in the Court of Common Pleas of Allegheny County at GD-17-003529. It is believed said lien is filed against property other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent the Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale to be distributed pursuant to the terms of the Confirmed Plan. Respondents Ziv Hadar and Nancy Maribel Rosales Llaury, filed a lis pendens and complaint in the Court of Common Pleas of Allegheny County at GD-16-003520. It is believed said lis pendens and complaint are filed against property other than the Real Property subject to the current motion to sell and Respondents are listed for notice purposes. To the extent the Respondents have any claim against the Real Property, said claim transfers to the proceeds received from the sale to be distributed pursuant to the terms of the Confirmed Plan. Respondent Natan Nagar filed a lis pendens in the Court of Common Pleas of Allegheny County at GD-15-022289. It is believed said lis pendens is filed against property other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent the Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale to be distributed pursuant to the terms of the Confirmed Plan. Respondent Ronen Rimoni filed a lis pendens and complaint in the Court of Common Pleas of Allegheny County at GD-16-006319. It is believed said lis pendens and complaint are filed against property other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale to be distributed pursuant to the terms of the Confirmed Plan. Alon Rimoni filed a lis pendens and complaint in the Court of Common Pleas of Allegheny County at GD-15-022290 against the Real property. To the extent the Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale to be distributed pursuant to the terms of the Confirmed Plan. Respondent Lewi Schapira filed a complaint to quiet title in the Court of Common Pleas of Allegheny County at GD-15-016077. Respondents Shimon Bar and Gilia Bar intervened as additional Plaintiffs in the complaint. It is believed the matter has been settled pursuant to an order entered by the Court at docket no. 99 and Respondents are listed for notice purposes. To the extent the Respondents have any claim against the Real Property, said claim transfers to the proceeds received from the sale to be distributed pursuant to the terms of the Confirmed Plan. Erez Rimoni filed a series of lis pendens and complaints in the Court of Common Pleas of Allegheny County at GD-15-021940, GD-15-021941, GD-15-021942, GD-15-021943, GD-15-021952 and GD-15-21954. It is believed said lis pendens and complaints are filed against properties other than the Real Property subject to the current motion to sell and Respondent is listed for notice purposes. To the extent this Respondent has any claim against the Real Property, said claim transfers to the proceeds received from the sale to be distributed pursuant to the terms of the Confirmed Plan. The N & B Trustee has received an offer of $45,000 from Elmer Pariona or his assigns on the terms of of the Pennsylvania Residential Real Estate Purchase Agreement. By the Sale Motion, the N & B Trustee asks approval of the sale of the real Property to Pariona or to a "Successful Bidder" if additional bidders appear, subject to higher and better offers. He asks that the proposed sale be ordered to take place "as is, where is" and with all faults with no representations and/or warranties of any kind, free and clear of any and all liens, claims, and encumbrances (including but not limited to those liens, claims, interests and/or encumbrances listed), and, that the liens, claims, and encumbrances be divested and discharged from the Real Property and transferred to the proceeds of the sale. The N & B Trustee asks authorization to make and execute on behalf of the Debtor any and all documents necessary to transfer title to the Real Property. He, using its reasoned business judgment, believes that the best way to maximize the value of the asset is to sell the asset in the form and manner contemplated in the Sale Motion. The sale is pursuant to the Confirmed Plan and as such is exempt from real estate transfer taxes. There is no real estate broker's commission associated with this sale as the prior broker listing agreement had expired on July 12, 2019. In addition said broker did not previously present Pariona as a potential buyer. The Trustee submits that the Purchase Price will be distributed at the closing as follows consistent with the order approving the sale: a. Real estate taxes for the school district, county and City, including all delinquent real estate taxes due at the time of the closing will be prorated over the tax year of the closing date between the Successful Bidder and the Debtor; b. Municipal liens for sewage, water and rubbish due from any sources at the time of closing; c. Normal miscellaneous closing costs related to documentation, lien letters, etc., and, d. The balance of the proceeds will be held in trust by the N & B Trustee pending distribution pursuant to the Confirmed Plan after resolution of any contested alleged claims that arose as a result of the Sale and payment of any Federal or State business income tax liabilities or other administrative liabilities incurred because of the Sale. A copy of the Agreement is available at https://tinyurl.com/y2dz6h75 from PacerMonitor.com free of charge. About N & B Management Co. N & B Management Company, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 16-24728) on Dec. 23, 2016, estimating less than $1 million in both assets and liabilities. The Debtor is represented by Francis E. Corbett, Esq. Jeffrey Sikirica was appointed Chapter 11 trustee in the Debtor's case on May 15, 2018. On June 18, 2020 an amended Chapter 11 Plan dated Jan. 27, 2020 was confirmed by the Court. NCR CORP: Moody's Affirms B2 CFR on Cardtronics Acquisition ----------------------------------------------------------- Moody's Investors Service affirmed NCR Corporation's ratings including the company's B2 corporate family rating, B2-PD probability of default rating, the Ba3 rating on NCR's first lien credit facility, and the B3 rating on the issuer's senior unsecured bonds. The SGL-2 speculative grade liquidity rating is unchanged and the outlook is Stable. The affirmation follows the announcement of NCR's planned acquisition of independent ATM deployer ("IAD") Cardtronics plc in a $2.5 billion all-cash transaction expected to close in mid-year 2021[1]. While details relating to the financing of this purchase have not yet been fully disclosed, NCR is expected to fund this transaction principally with newly issued debt. Moody's believes the acquisition will improve NCR's scale and product capabilities as well as add predictability to its business with the addition of Cardtronics' recurring revenue base, but will result in an entity with heightened exposure to the secular challenges currently facing the ATM market with a materially more levered capital structure at closing. Pro forma LTM Debt plus preferred stock/EBITDA (Moody's adjusted for operating leases and pensions) will increase by just over 1x to approximately 6x (excluding synergies), but NCR has indicated that it will suspend share repurchases and apply cash flow to debt reduction until it reaches its company defined target of 3.5x net leverage by the end of 2022. NCR has disclosed that it obtained a committed secured financing commitment of $2.5 billion that can be used to finance the acquisition of Cardtronics. To the extent the acquisition is financed with a high proportion of secured debt, the existing Ba3 secured and B3 unsecured ratings could be pressured. Affirmations: Issuer: NCR Corporation Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Bank Credit Facility, Affirmed Ba3 (LGD2) Senior Unsecured Regular Bond/Debenture, Affirmed B3 (LGD4) Outlook Actions: Issuer: NCR Corporation Outlook, Remains Stable RATINGS RATIONALE NCR's B2 CFR is principally constrained by the company's high pro forma adjusted gross leverage and is also negatively impacted by Moody's expectation of challenging secular trends and uncertain intermediate term demand recovery prospects in the company's core markets, particularly within the automated teller machine ("ATM)" market. Additionally, NCR's historically aggressive financial strategies characterized by a willingness to take on incremental credit risk to fund shareholder returns and acquisitions presents incremental corporate governance risk. These risk factors are partially mitigated by NCR's leading market position across its financial self service and retail point of sale hardware business, a growing proportion of recurring revenues supported by long term contracts, and good geographic and customer diversification. Additionally, the company's credit profile is supported by ongoing efforts to enhance its business mix to higher growth, higher margin, and more predictable software and services product lines which support NCR's good liquidity position and healthy free cash flow ("FCF") generation prospects. NCR's SGL-2 liquidity rating reflects the company's good liquidity, with a cash balance of over $1.6 billion as of September 30, 2020 (before accounting for recent debt repayment and excluding the impact of the Cardtronics transaction) and Moody's expectation of more than $400 million in FCF in 2021 (on a standalone basis). The potential utilization of existing cash balances or revolver borrowings for the partial funding of the Cardtronics acquisition could lead to a downgrade in the SGL upon closing of the transaction. The stable ratings outlook reflects Moody's expectation that, on a standalone basis, NCR's revenues and EBITDA will increase modestly in the year ahead as macroeconomic conditions normalize with credit protections expected to improve at a similar pace. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS On a standalone basis, NCR's rating could be upgraded if the company demonstrates sustained normalized revenue growth, operating margin improvements, and consistent levels of FCF with lower volatility. The rating could also be considered for an upgrade if the company sustains adjusted Debt (including preferred equity)-to-EBITDA of approximately 5x NCR's ratings could be downgraded if operating performance trends materially underperform Moody's expectations such that FCF materially weakens, there is a deterioration in NCR's competitive position, or if the company maintains aggressive financial policies. NCR is a leading provider of ATMs as well as retail and hospitality-oriented point of sale ("POS") terminals while also offering software and global end-to-end services solutions to these markets. Moody's projects the company to generate pro forma revenue (inclusive of Cardtronics) approximating $7.5 billion in 2021. The principal methodology used in these ratings was Diversified Technology published in August 2018. NEWELL BRANDS: Moody's Completes Review, Retains Ba1 CFR -------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Newell Brands Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Newell's Ba1 Corporate Family Rating reflects its large scale, well recognized brands, strong product and geographic diversity, and good free cash flow. Financial leverage is expected to remain modestly high over the next 12-18 months. The sustainability of its less than 4.5x debt-to-EBITDA will primarily be determined by management's continued commitment to debt reduction and ability to generate consistent organic revenue growth. Corporate governance challenges include turnover in the board amid shareholder concerns in 2018, and in senior management that has contributed to changing strategic priorities. The rating is constrained by the high financial policy risk associated with maintaining the current dividend payout through unprecedented shifts in operating environment, its moderate financial leverage, and concerns around the long term growth prospects of its mature product segments. The principal methodology used for this review was Consumer Durables Industry published in April 2017. PBS BRAND: Secured Lender CrowdOut Capital Offers to Buy All Assets ------------------------------------------------------------------- PBS Brand Co., LLC, and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to authorize the bidding procedures in connection with the sale of substantially all assets to CrowdOut Capital, LLC, subject to overbid. The purchase price is an amount equal to at least the sum of (i) the amount of the Prepetition Secured Debt estimated to be $21,194,462, plus (ii) the DIP Obligations estimated to be $11.212 million, plus the Assumed Liabilities. Prior to the Petition Date, CrowdOut has been the Debtors secured lender for several years. Pursuant to the Prepetition Loan Documents, the Debtors estimate that, as of the Petition Date, they owed CrowdOut $21,294,462, plus interest and CrowdOut's legal fees, which is secured by substantially all of the Debtors' assets ("Prepetition CrowdOut Debt"). Following the Debtors bankruptcy filings, CrowdOut agreed to provide the Debtors' DIP Financing. As of the date of the Motion, the outstanding DIP Financing amounts due totals $1,667,755, plus interest of $5,081, plus legal fees ("DIP Financing Claims"), and CrowdOut has committed to providing up to $11.212 million in total DIP Financing. In addition to the DIP Financing, CrowdOut worked constructively with the Committee to reach an agreement which will provide for certain recovery to the Debtors' general unsecured creditors and finality to these cases. The Proposed GUC Recovery provides that a liquidating trust will be formed pursuant to the Plan and managed by an oversight committee that is selected by the Committee, and that the assets of the GUC Trust will be a carve-out of CrowdOut's collateral and include the following: (i) Cash from CrowdOut in the amount of $500,000, which will be escrowed by the GUC Trustee and used solely for distributions to unsecured creditors. (ii) Cash from CrowdOut in the amount of $500,000 for wind-down and litigation funding. (iii) All Excluded Assets will be transferred to the GUC Trust. (iv) The Ongoing Trade Claim Surplus will be transferred to the GUC Trust. (v) Cash from CrowdOut in an amount equal to 50% of the net amount realized from the sale of any liquor licenses for terminated/surplus locations (i.e., liquor licenses for all locations not assumed by the CrowdOut as part of any Sale or Plan), including but not limited to liquor licenses owned or held by non-debtors who are co-borrowers of the CrowdOut’s prepetition loans to the Debtors. CrowdOut agrees to use commercially reasonable efforts to sell such liquor licenses within one (1) year of the closing of any Sale or, as applicable, the Effective Date of any Plan whereby CrowdOut is the Successful Bidder or plan proponent, as applicable. (vi) All litigation claims of the Debtors, including avoidance actions, commercial tort claims, and other commercial claims, other than those against Released Parties and causes of action acquired by CrowdOut (i.e., claims against ongoing trade). CrowdOut will be responsible for the Company's final tax returns (or if a Plan Transaction, for all tax returns), and the GUC Trust will be responsible for GUC Trust tax returns. The Debtors commenced these chapter 11 cases in order to maximize the value of its businesses. Despite the issues at the outset of the cases regarding financing, the Debtors believe a consensual path forward among the parties has been reached. In fall 2020, prior to the Petition Date, the Debtors' former investment banker, PJ Solomon ("PJS") ran a robust marketing process. Indeed, PJS contacted 168 parties with information regarding the sale of the Debtors' Assets. At that time, six parties submitted indications of interest with respect to the Assets. Since the Petition Date, the key constituencies in these cases have worked diligently to formulate a path forward which is acceptable to all parties. Following extensive negotiations with these constituencies, including the Official Committee of Unsecured Creditors and CrowdOut, the Debtors' prepetition and postpetition secured lender, with respect to a process for the sale of the Debtors' Assets. On Jan. 7, 2021, the Debtors retained SSG Advisors, LLC as the Debtors' investment banker. SSG and will continue to market the Debtors; assets for acquisition, either through a sale under Section 363 or through a plan. The Debtors, the Committee and CrowdOut have agreed that, absent receipt of a better bid by Feb. 17, 2021, that will provide a materially higher and better offer and otherwise qualifies as a Qualified Bid, Crowd Out's bid, which will automatically be deemed qualified as a Qualified Bid, will serve as the Stalking Horse Bidder, by and through which CrowdOut will provide the Debtors with a floor price for the Debtors' Assets which may draw other bidders to the process and which guarantees a distribution to unsecured creditors as agreed between the Committee and CrowdOut. Even if the Debtors are unable to locate aa Stalking Horse Bidder other than CrowdOut or its desigee, the Debtors, with the support of the Committee, believe that a robust marketing and sale process will benefit the estates by bringing additional bidders to an auction. The relief requested in the Motion is essential to ensure that the process is as competitive and robust as possible, and that the Debtors receive top dollar for their Assets. CrowdOut, has agreed on a term sheet with the Debtors and the Committee which provides for a floor bid for substantially all of the Debtors' assets. The Term Sheet allows for the Debtors to continue to market their Assets and obtain the highest and best offer. Should the Debtors not receive further bids, CrowdOut will either (i) close the sale as set forth in the Stalking Horse Bid or (ii), at its sole election, opt to consummate the transaction through a debt for equity swap chapter 11 plan of reorganization on materially similar terms ("Supporting Lender Plan Election"). The process outlined in the Motion provides for greatest optionality for the Debtors, which will, in turn, enable the Debtors the opportunity to maximize the value of the estates. Considering the Prepetition Marketing Process, the anticipated timeline for the bidding process ensures that the assets will be comprehensively marketed without unduly delaying the progress of these cases. The process contemplated by the Bidding Procedures will leave no doubt that, at the conclusion of that process, the Debtors will have explored all available alternatives and identified the highest or otherwise best offer for their assets, after a robust marketing process. Ideally, the Debtors will be presented with a robust auction for their assets but even in the event that the marketing process does not result in additional bids, the Debtors will be able to consummate a sale to the Stalking Horse Bidder either though sale or a debt for equity swap plan of reorganization. Under any of these circumstances, the Debtors, their creditors, and their estates are being provided the maximum value for the Debtors' assets. The salient terms of the RSA are: a. Buyer: CrowdOut Capital, LLC or its designee, or a party that submits a bid materially higher than CrowdOut's Qualified Bid. b. Purchase Price means a dollar amount at least equal to the sum of (i) the amount of the Prepetition Secured Debt estimated to be $21,194,462, plus (ii) the DIP Obligations estimated to be $11.212 million, plus the Assumed Liabilities. The Purchase Price will be satisfied as follows: (i) the Base Purchase Price will be payable by a credit bid or assumption by the Buyer of (x) up to the full amount of the DIP Obligations, plus (y) up to the full amount of the Prepetition Liabilities, plus (z) CrowdOut's fees and expenses under the Loan Agreement and the DIP Credit Facility. The Assumed Liabilities will be satisfied by assuming such Assumed Liabilities through one or more Assignment and Assumption Agreements or as otherwise required by an order of the Bankruptcy. c. Purchased Assets: Subject to the terms of the RSA, the assetssubstantially all of the Company's assets. d. Private Sale/No Competitive Bidding: The Term Sheet contemplates that the Sale will be implemented pursuant to a bid and auction process or in connection with confirmation through either a motion pursuant to section 363 or of a chapter 11 plan. e. Closing and Other Deadlines Local Rule: The Term Sheet does not provide a deadline for closing, but the Bidding Procedures set a deadline for closing of a 363 Sale of March 10, 2021, and, with respect to a closing of a Plan, an effective date of such Plan of no later than April 30, 2021. f. Tax Exemption: Absent a Plan, the Buyer and the Debtors do not seek to have the sale of the Assets in the Stalking Horse Bid declared exempt from taxes under section 1146(a) of the Bankruptcy Code. g. Credit Bid: The Term Sheet asks to permit the Buyer to credit bid DIP Facility Claims (including anticipated draws) and all claims arising under the Prepetition Loan Documents. h. Relief from Bankruptcy Rule 6004(h): The Debtors are asking a waiver of the Bankruptcy Rule 6004(h) stay in connection with the Bidding Procedures Order. The salient terms of the Bidding Procedures are: a. Bid Deadline: March 8, 2021, at 4:00 p.m. (ET) b. Initial Bid: The value of each Bid for all or substantially all of the Debtors' Assets must exceed (a) the Base Purchase Price, plus (b) the maximum amount of Bid Protections payable to the Stalking Horse Bidder, (c) the minimum Bid increment of $100,000, plus (d) the current contribution amount to the GUC Trust. c. Deposit: 10% of the aggregate value of the cash and non-cash consideration of the Bid d. Auction: March 9, 2021, at 10:00 a.m. (ET) is the date and time the Auction, if one is needed, will be held in accordance with the Bidding Procedures at the offices of counsel to the Debtors: Morris James LLP, 500 Delaware Avenue, Suite 1500, Wilmington, DE 19801. At the discretion of the Debtors, the auction may be held telephonically or by video via Zoom. The Debtors will send written notice of the date, time, and place of the Auction to the Qualified Bidders no later than two business days before such Auction. e. Bid Increments: $100,000 f. Sale Hearing: March 10, 2021, at 10:00 a.m. (ET) g. Sale Objection Deadline: March 9, 2021, at 4:00 p.m. (ET) h. Closing: March 19, 2021 i. Bid Protections: If the Stalking Horse Bidder is not the Successful Bidder, it will receive a payment of a break-up fee equal to (i) 2% of the total amount (including anticipated draws) under the DIP Facility, plus if the Stalking Horse Bidder is a party other than CrowdOut or its designee, it will receive an expense reimbursement of up to $250,000. As soon as reasonably practicable after entry of the Bidding Procedures Order, the Debtors will serve the Sale Notice upon the Notice Parties. Accordingly, the Debtors ask that the form and manner of the Sale Notice be approved and that the Court determines that no other or further notice of the Auction or Sale Hearing is required. To facilitate the Sale, the Debtors ask authority to assume and assign executory the Assigned Contracts designated by the successful bidder to be assumed and assigned to the successful bidder. They ask authority to assume and assign the Assigned Contracts to the successful bidder in accordance with the assumption and assignment procedures. The Assumption Notice Deadline is Feb. 19, 2021. On March 18, 2021 at 2:00 p.m. the Court will hold a hearing to consider Solicitation Motion for Combined Plan and Disclosure Statement via Zoom pursuant to the Court's video hearing procedures. The Confirmation Hearing is set for April 28, 2021 at 10:00 a.m. via Zoom pursuant to the Court's video hearing procedures. A copy of the Bidding Procedures is available at https://tinyurl.com/y3khk9n8 from PacerMonitor.com free of charge. About PBS Brand Co. PBS Brand Co. LLC and its affiliates are a chain of "eatertainment" venues that blends best in category scratch-kitchen culinary specialties, and craft cocktail and craft non-alcoholic programs. Each of the Punch Bowl locations is a design-forward environment that provides its patrons with a different and diverse selection of games including, among other things, bowling, scrabble, shuffleboard, virtual reality, billiards, karaoke, vintage arcade games, ping-pong, darts, and skee-ball, and in one location, a nine-hole miniature golf course, that create a setting conducive to large corporate gatherings as well as a la carte sales. PBS Brand Co. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson Galligan, authorized representative, signed the petitions. At the time of the filing, PBS Brand was estimated to have $10 million to $50 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Morris James LLP as counsel, Gavin/Solmonese as restructuring advisor, and Omni Agent Solutions as claims, noticing, and balloting agent. PBS BRAND: Seeks Feb. 8 Hearing on All Assets Sale to CrowdOut -------------------------------------------------------------- PBS Brand Co., LLC, and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to shorten the notice period with respect to their proposed bidding procedures in connection with the sale of substantially all assets to CrowdOut Capital, LLC, subject to overbid. The purchase price is an amount equal to at least the sum of (i) the amount of the Prepetition Secured Debt estimated to be $21,194,462, plus (ii) the DIP Obligations estimated to be $11.212 million, plus the Assumed Liabilities. On Jan. 25, 2021, the Debtors, together with the official committee of unsecured creditors and CrowdOut entered into a loan agreement and a restructuring support agreement ("RSA"). By and through the Final DIP Motion, and the RSA, the Debtors, the Committee, and CrowdOut have negotiated a process, culminating in the sale of substantially all of the Debtors' assets through a standalone sale or through a plan of reorganization, all designed to maximize the value of the Debtors' assets. Further, by and through the Final DIP Motion, the terms of the Debtors' financing which run out no later than April 30, 2021. Accordingly, there is an issue of time sensitivity to start the bid procedures, as sought by the Bid Procedures Motion, as soon as reasonably possible. The Debtors, through the filing of the Motion to Shorten and the contemporaneous filing and service of the Bid Procedures Motion, are asking to have the Bid Procedures Motion heard at the hearing in these Cases on Feb. 8, 2021, at 2:00 p.m. (ET) (i.e., 12 days from date of service of the Bid Procedures Motion). They further ask that the Court sets the deadline for the filing of objections to the Bid Procedures Motion, if any, as Feb. 8, 2021, at 9:00 a.m. (ET). Following the Debtors bankruptcy filings, CrowdOut agreed to provide the Debtors' DIP Financing. As of the date of the Motion, the outstanding DIP Financing amounts due totals $1,667,755, plus interest of $5,081, plus legal fees, and CrowdOut has committed to providing at least $11.212 million in total DIP Financing. In addition to the DIP Financing, CrowdOut worked constructively with the Committee to reach an agreement that will provide for certain recovery to the Debtors' general unsecured creditors and finality to these cases. The RSA sets forth certain case milestones, which necessitate the approval of the Bid Procedures Motion at the hearing on Feb. 8, 2021. It is critical that the Debtors meet the milestones set forth in the RSA. The RSA allows the Debtors to continue a process to pursue a marketing process to sell substantially all of their assets in order to maximize recovery to the Debtors' creditors. For all the foregoing reasons, the Debtors submit that cause exists to shorten the notice for a hearing on the Bid Procedures Motion. About PBS Brand Co. PBS Brand Co. LLC and its affiliates are a chain of "eatertainment" venues that blends best in category scratch-kitchen culinary specialties, and craft cocktail and craft non-alcoholic programs. Each of the Punch Bowl locations is a design-forward environment that provides its patrons with a different and diverse selection of games including, among other things, bowling, scrabble, shuffleboard, virtual reality, billiards, karaoke, vintage arcade games, ping-pong, darts, and skee-ball, and in one location, a nine-hole miniature golf course, that create a setting conducive to large corporate gatherings as well as a la carte sales. PBS Brand Co. and its affiliates concurrently filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 20-13157) on Dec. 21, 2020. Stacy Johnson Galligan, authorized representative, signed the petitions. At the time of the filing, PBS Brand was estimated to have $10 million to $50 million in both assets and liabilities. Judge John T. Dorsey oversees the cases. The Debtors tapped Morris James LLP as counsel, Gavin/Solmonese as restructuring advisor, and Omni Agent Solutions as claims, noticing, and balloting agent. PERSPECTA INC: Fitch Puts 'BB+' LongTerm IDR on Watch Negative -------------------------------------------------------------- Fitch has placed the Long-Term Issuer Default Rating (IDR) and senior secured 'BB+'/'RR1'ratings of Perspecta Inc. on Rating Watch Negative (RWN). Fitch has affirmed Perspecta Enterprise Solutions LLC's notes at 'BBB+' which continue to benefit from an irrevocable guarantee for any P&I from HP Inc., which is rated 'BBB+'. The action reflects the announcement by Perspecta that it entered into a definitive agreement under which it will be acquired by Peraton, a portfolio company of Veritas Capital, in an all-cash transaction valued at $7.1 billion. (On Dec. 7, 2020, the federal IT and mission support services businesses of Northrop Grumman entered into a definitive agreement to be acquired by Peraton for $3.4 billion.) The transaction, which has been approved by Perspecta's board of directors, is expected to close in 1H21, subject to shareholder approval, regulatory approval and customary closing conditions. KEY RATING DRIVERS The RWN reflects Fitch's expectation that Peraton's post-acquisition ratings may be materially lower than Perspecta's current 'BB' IDR and, accordingly, could result in linkage of Perspecta's ratings with those of Peraton's. Fitch expects to resolve the Rating Watch within 12 months, pending further review of the transaction and financing plans, and if Fitch were to Downgrade Perspecta, the agency expects the Downgrade would likely be greater than one notch. KEY ASSUMPTIONS Fitch's key assumptions within the Agency's rating case for the issuer include: -- Low single-digit revenue growth annually (excluding NGEN) over the forecast period; -- Low-teens operating EBITDA margins (burdened by finance lease interest and amortization) sustained over the forecast; -- Dividend in line with current; no share repurchases pending transaction; -- No further discretionary debt repayment pending transaction. RATING SENSITIVITIES Factor that could, individually or collectively, lead to a positive rating action/upgrade: -- Fitch does not anticipate positive rating action in the near future. Factor that could, individually or collectively, lead to a negative rating action/downgrade: -- Completion of Perspecta's acquisition by Peraton may lead to a Downgrade of Perspecta's IDR and senior secured ratings. If the transaction is not completed, Fitch could affirm the ratings. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Non-Financial Corporate issuers have a best-case rating upgrade scenario (defined as the 99th percentile of rating transitions, measured in a positive direction) of three notches over a three-year rating horizon; and a worst-case rating downgrade scenario (defined as the 99th percentile of rating transitions, measured in a negative direction) of four notches over three years. The complete span of best- and worst-case scenario credit ratings for all rating categories ranges from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are based on historical performance. LIQUIDITY AND DEBT STRUCTURE Adequate Liquidity: Perspecta had $216 million of cash and cash equivalents as of Oct. 2, 2020. The company also had access to an undrawn $750 million revolving credit facility that expires Aug. 31, 2024. Fitch's expectation of $200 million to $300 million in annual post-dividend FCF over the forecast horizon also supports Perspecta's liquidity position. Manageable Debt Structure: Perspecta's maturities are staggered with TLA1 due 2021, TLA2 due 2024 and TLB due 2025. TLA2 and TLB amortization is $82.5 million and $5.0 million annually, respectively. Additionally, $66 million in principal outstanding of legacy Perspecta Enterprise Solutions LLC 7.45% notes are due 2029. The notes bear a guarantee of any principal and interest by HP Inc. (BBB+) as successor to Hewlett-Packard Company, which provided an irrevocable guarantee in 2008 upon its acquisition of Electronic Data Systems, LLC. PETSMART INC: Moody's Affirms B2 CFR & Rates Secured Term Loan B1 ----------------------------------------------------------------- Moody's Investors Service affirmed PetSmart, Inc.'s corporate family rating and probability of default rating at B2 and B2-PD respectively. Additionally, Moody's assigned a B1 rating to its new proposed senior secured term loan, a B1 rating to its new proposed senior secured notes and a Caa1 rating to its new proposed senior unsecured notes. The proceeds of the new proposed facilities will be used to refinance existing debt. The outlook is changed to positive from stable. The ratings are subject to completion of the transaction as proposed and review of final documentation. "The change in the outlook reflects the governance considerations particularly its financial strategy associated with the company's significant debt reduction through proceeds from the monetization of Chewy stock and additional debt reduction from the expected $1.3 billion in new equity contribution from the sponsors", Moody's Vice President Mickey Chadha stated. "In addition, the operating performance of the company has also been above expectations especially during the coronavirus related disruptions and Moody's therefore expects leverage to improve to below 4.5x in the next 12-18 months", Chadha further stated. Affirmations: Issuer: PetSmart, Inc. Probability of Default Rating, Affirmed B2-PD Corporate Family Rating, Affirmed B2 Assignments: Issuer: PetSmart, Inc. Senior Secured Term Loan, Assigned B1 (LGD3) Senior Secured Regular Bond/Debenture, Assigned B1 (LGD3) Senior Unsecured Regular Bond/Debenture, Assigned Caa1 (LGD5) Outlook Actions: Issuer: PetSmart, Inc. Outlook, Changed To Positive From Stable RATINGS RATIONALE PetSmart's B2 corporate family rating is supported by the company's very good liquidity and its position as the largest specialty retailer of pet products and services in the US. Although the company's leverage is high, Moody's expects lease adjusted debt/EBITDA to be below 4.5x in the next 12-18 months. PetSmart has improved leverage significantly as the company has reduced debt through the monetization of Chewy stock and improved EBITDA. For the LTM period ended November 1, 2020 leverage was at 5.4x compared to 7.1x at the end of fiscal 2019. Pro forma for the refinancing, leverage will improve further to about 4.5x as the sponsors will contribute about $1.3 billion in equity with proceeds used to further reduce debt. Chewy is currently a non-guarantor restricted subsidiary of PetSmart. However, after the refinancing, Chewy will no longer be a subsidiary of PetSmart but will become a sister company of PetSmart under common ownership of a parent controlled by the sponsors. Therefore post refinancing Chewy will provide no credit or liquidity support to PetSmart other than a $4 billion Chewy common stock pledge as collateral for PetSmart's new secured debt. The pledgor of the stock collateral will also guarantee the secured and unsecured debt of PetSmart. However, the stock collateral and the pledgor guarantee will fall away if total net leverage is equal to or less than 2.00x. Moody's views the transfer of Chewy's ownership stake as credit negative and expects all future proceeds from monetization of Chewy stock will go to the equity sponsors. Chewy currently has a market value of about $42 billion which values PetSmart's current 62% ownership of Chewy at about $26 billion. Governance remains a key credit consideration given that PetSmart's financial strategies will continue to be dictated by its private equity owners. The pet products and services industry remains highly competitive with increasing competition from the mass retailers including large chains like Walmart, Target, and Kroger and pure play e-commerce retailers like Amazon and Chewy. Despite the close to 300% increase in omnichannel sales which include buy online pickup in store (BOPIS), ship to home and ship from store, in the first three quarters Moody's estimates the company's e-commerce penetration remains low at less than 5%. However, PetSmart has demonstrated the resilience of its business model as it very successfully navigated the disruptions caused by the coronavirus pandemic reporting comparable store sales growth of 8.4% for the first nine months of fiscal 2020. Other positive rating factors include PetSmart's well-known brand and broad national footprint. The company's sizeable services offering is a positive as it provides a defensible market position and is less vulnerable to e-commerce. The pet products industry in general remains relatively recession resilient, driven by factors such as the replenishment nature of consumables and services and increased pet ownership. Moody's expects the company to continue to report comparable store sales growth in fiscal 2021 as its proprietary brands and specialty offerings continue to resonate with customers. The positive outlook reflects Moody's expectation that the current positive operating trends will be sustained supporting further improvement in credit metrics over the next 12 months, that PetSmart's financial strategies will support a further reduction in leverage and that liquidity will remain very good. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Sustained growth in revenue and profitability and continued free cash flow generation while demonstrating conservative financial policies could lead to a ratings upgrade. Quantitatively, ratings could be upgraded if debt/EBITDA is sustained below 4.5 times and if EBIT/interest expense is sustained above 2.5 times while maintaining very good overall liquidity. PetSmart's ratings could be downgraded if overall operating trends decline or if operating margins erode, indicating that the company's industry or competitive profile is weakening. Ratings could also be downgraded if the company's financial policies were to become aggressive particularly in terms of dividends and acquisitions or if liquidity deteriorates. Quantitatively, a ratings downgrade could occur if debt/EBITDA does not improve and remains above 5.75 times or EBIT/interest is sustained below 1.5 times. The term loan is expected to contain covenant flexibility for transactions that could adversely affect lenders, including: incremental facility capacity up to: (i) the greater of $952M and 0.75x pro forma Consolidated EBITDA plus (ii) an unlimited amount subject to (a) if secured by the collateral on a pari passu basis, 2.75x first lien net leverage; (b) if secured by the collateral on a junior priority basis, 3.25x senior secured net leverage; (c) if unsecured, 3.75x total net leverage (or, if junior secured or unsecured debt is incurred in connection with a permitted acquisition or other investment, senior secured net leverage or total net leverage, respectively not increasing). Collateral leakage is permitted through the transfer of assets to unrestricted subsidiaries, there are no additional "blocker" protections. Only wholly-owned subsidiaries must provide guarantees raising the risk of guarantee release; partial dividends of ownership interests could jeopardize guarantees. There are no leverage-based step-downs to the requirement that net asset sale proceeds prepay the loans or be reinvested. PetSmart, Inc. is the largest specialty retailer of supplies, food, and services for household pets in the U.S. The company currently operates close to 1,650 stores in the U.S. and Canada. Revenues total about $7.5 billion (excluding Chewy). The company is owned by a consortium of sponsors including BC Partners, Inc., La Caisse de depot et placement du Quebec, affiliates of GIC Special Investments Pte Ltd, affiliates of StepStone Group LP, and Longview Asset Management, LLC. PetSmart currently owns 62% of Chewy, a leading online retailer of pet food and products in the United States. However, post transaction PetSmart will not own Chewy. The principal methodology used in these ratings was Retail Industry published in May 2018. POLYCONCEPT NORTH: Moody's Completes Review, Retains B3 Rating -------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Polyconcept North America Holdings, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Polyconcept North America Holdings, Inc.'s (Polyconcept) B3 credit profile broadly reflects is relatively modest revenue scale and its elevated financial leverage The company is exposed to cyclical headwinds due to the discretionary nature of its products, and Moody's expects the weak economic outlook, curtailed business spending and increased unemployment as a result of the coronavirus pandemic will continue to negatively impact new order volumes over the next 6-12 months. However, Moody's also expects profitability and cash flows to improve in fiscal 2021 as the economy recovers from a coronavirus induced recession resulting in improving credit metrics. The credit profile also reflects the company's solid industry positioning, supported by a broad product portfolio and ability to execute quick order turnaround times, its competitive advantage in low-cost sourcing and its diverse geographic presence. The company's good liquidity reflects its relatively healthy cash balance benefiting from strong cash flow generation during the first nine months of 2020, which provides financial flexibility. The principal methodology used for this review was Consumer Durables Industry published in April 2017. PRESIDIO DEVELOPMENT: Seeks to Hire Michael Jay Berger as Counsel ----------------------------------------------------------------- Presidio Development, LLC seeks authority from the U.S. Bankruptcy Court for the Central District of California to hire the Law Offices of Michael Jay Berger as its legal counsel. The firm will render these legal services: (a) communicate with creditors of the Debtor; (b) review the Debtor's Chapter 11 bankruptcy petition and all supporting schedules; (c) advise the Debtor of its legal rights and obligations in a bankruptcy proceeding; (d) work to bring the Debtor into full compliance with reporting requirements of the Office of the United States Trustee; (e) prepare status reports as required by the court; and (f) respond to any motions filed in Debtor's bankruptcy proceeding. The firm's hourly rates are as follows: Michael Jay Berger $595 Sofya Davtyan $495 Mark Domeyer $495 Debra Reed $435 Carolyn M. Afari $435 Samuel Boyamian $350 Senior Paralegals and Law Clerks $225 Bankruptcy Paralegals $200 In addition, the firm will seek reimbursement for its expenses. The agreed upon retainer is $15,000. Michael Jay Berger, Esq., the sole owner of the Law Offices of Michael Jay Berger, disclosed in court filings that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Michael Jay Berger, Esq. Law Offices of Michael Jay Berger 9454 Wilshire Blvd., 6th Floor Beverly Hills, CA 90212-2929 Telephone: (310) 271-6223 Facsimile: (310) 271-9805 Email: michael.bergerbankruptcypower.com About Presidio Development LLC Presidio Development, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10086) on Jan. 6, 2021, listing under $1 milion in both assets and liabilities. The Law Offices of Michael Jay Berger serves as the Debtor's legal counsel. PRETIUM PKG: Moody's Affirms B3 CFR & Cuts Secured Term Loan to B3 ------------------------------------------------------------------ Moody's Investors Service affirmed the B3 Corporate Family Rating and B3-PD Probability of Default Rating of Pretium PKG Holdings, Inc. However, Moody's downgraded the rating on the 1st lien senior secured term loan to B3 from B2 and affirmed the Caa2 rating on the 2nd lien senior secured term loan. The company is in the process of issuing a $75 million add-on to the 1st lien term loan and will use the proceeds to reduce the outstanding amount of the 2nd lien senior secured term loan. The transaction is leverage neutral, and should result in some interest savings and cash flow improvements, but the rating on the first lien debt now comprises the vast majority of debt in the capital structure. Hence, its rating was lowered to be on par with the company's CFR at B3. The ratings outlook is stable. "The downgrade of the 1st lien term loan rating is driven by structural changes not the company's performance, which continued to improve in the three months ended December 2020 with higher sales and earnings," said Anastasija Johnson, VP - Senior Credit Officer at Moody's. Affirmations: Issuer: Pretium PKG Holdings, Inc. Corporate Family Rating, Affirmed B3 Probability of Default Rating, Affirmed B3-PD Senior Secured 2nd Lien Term Loan Affirmed Caa2 (to LGD6 from LGD5) Downgrades: Issuer: Pretium PKG Holdings, Inc. Senior Secured 1st Lien Term Loan, Downgraded to B3 (LGD3) from B2 (LGD3) Outlook Actions: Issuer: Pretium PKG Holdings, Inc. Outlook, Remains Stable RATINGS RATIONALE The B3 corporate family rating reflects the company's small scale relative to most rated plastic packaging peers, high leverage and aggressive financial policy as evidenced by a dividend recapitalization within the first year of ownership and history of acquisition-driven growth to build out the current product platform. At the time of the initial rating assignment in late October 2020, Moody's estimated debt/EBITDA (including Moody's standard lease adjustment) at 7.4x in the twelve months ended September 30, 2020 and EBITDA/Interest at 2.4x. Including approximately $10.5 million of expected synergies, debt/EBITDA was estimated at 6.7x and EBITDA/Interest is 2.6x. Moody's expects continued volume growth and synergy realization to support earnings and free cash flow growth over the next two years, which would allow the company to lower leverage to 6.2x in fiscal 2021 and 5.5x in fiscal 2022, assuming free cash flow is applied to debt reduction. The company has increased its synergy and proforma targets due to higher procurement savings and new business wins. However, historically the company generated negative free cash flow due to costs related to operational improvements and acquisitions (5 completed since 2016 under current management) and elevated capex to fund growth. The company needs to demonstrate continued volume and free cash flow growth to improve its credit metrics. The rating and projected free cash flow are supported by strong EBITDA margins (over 20%) and expected continued margin expansion due to completed cost-cutting initiatives and operational improvements. The rating also benefits from strong volume growth in diverse and mostly stable end markets. The company generates over 30% of sales from packaging for less cyclical end markets such as food and beverage and the rest from packaging for household and commercial chemicals (cleaners) (28%), healthcare (15%), wellness (13%) and personal care products (13%). The credit profile is also supported by a diverse customer base and ability to pass through resin costs on the majority of its business (almost 100% of business under contract with resin pass-throughs). Moody's expects the company to have good liquidity over the next 12 to 18 months, supported by availability on the $60 million five-year asset-based revolver (currently $8 million outstanding) and projected free cash flow generation (once transaction costs are excluded). The asset-based revolver expires in 2025. The term loan amortization is 1% or $6.15 million a year. The revolver is expected to have a springing 1.0x fixed charge covenant if availability falls below 10%. Moody's do not project the company to trigger the covenant. All assets are substantially encumbered by the secured facilities limiting alternative liquidity sources. The first lien term loan is rated B3 in line with the B3 corporate family rating, reflecting its predominance in the capital structure and the priority lien on the collateral (1st lien on PP&E and 2nd lien on accounts and receivable and inventory that secure the $60 million asset-based revolver (unrated)). The second lien term loan is rated Caa2 and provides limited loss absorption to the 1st lien term loan. The loans are guaranteed by domestic operating subsidiaries. Guarantors generate approximately 93% of sales and EBITDA. The stable ratings outlook reflects expectations that the company will continue to demonstrate volume and earnings growth and apply generated free cash flow to debt repayment. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the rating if the company maintains strong EBITDA margins and improves its credit metrics. Specifically, an upgrade could occur if Debt/EBITDA falls below 5.75 times, EBITDA/Interest improves above 3.0x and FCF/Debt improves to 3%. Moody's could downgrade the rating if the company fails to realize projected volume and earnings growth. Specifically, Moody's could downgrade the rating if Debt/EBITDA remains above 6.5x, EBITDA/Interest falls below 2x and FCF/Debt remains negative. ESG CONSIDERATIONS As a plastic packaging manufacturer, Pretium has moderate environmental risks due to increasing regulatory and consumer concerns about plastic packaging, particularly single-use plastic packaging, even as near-term single-use, disposable items are preferable during the pandemic. In addition, many of Pretium's top customers have adopted various sustainability targets including recycled content in their products. Moody's believes Pretium has established expertise in complying with environmental and business risks and has incorporated procedures to address them in their operational planning and business models, including using post consumer recycled resin in its production process. Pretium has not disclosed any sizeable accrued environmental liabilities. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. In most jurisdictions food packaging production was deemed an essential service, which allowed Pretium to continue to supply its customers. Governance risks are heightened given Pretium's private-equity ownership and aggressive financial policy, including the dividend recapitalization within the first year of ownership and history of acquisition-driven growth. The current credit facilities include incremental debt capacity the greater of $115 million or 100% of consolidated EBITDA plus voluntary prepayments. Headquartered in St. Louis, Missouri, Pretium PKG Holdings, Inc. is a manufacturer of rigid plastic containers for variety of end markets, including food and beverage, chemicals, healthcare, wellness and personal care. Pretium PKG Holdings, Inc. is a portfolio company of Clearlake since January 2020. The company had sales of $485 million in the 12 months ended December 31, 2020. The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers Methodology published in September 2020. REALOGY GROUP: Extended Term Loan A No Impact on Moody's B2 CFR --------------------------------------------------------------- Moody's Investors Service said that Realogy Group LLC's announced extension of $237 million of its $434 million senior secured 1st lien term loan A and $948 million of its $1,425 million senior secured 1st lien revolving credit facility to February 2025 from February 2023 is a positive liquidity development as the partial extension reduces to about $1.3 billion the 2023 maturity wall by pushing out nearly $1.2 billion of debt (including undrawn revolver capacity) to 2025. The term loan amounts reflect $250 million of announced repayments with proceeds of its recently-place 5.75% notes due 2029. However, the maturity extensions are leverage neutral and were expected after earlier company announcements. Therefore, Realogy's B2 corporate family rating, B2-PD probability of default rating, Ba2 senior secured 1st lien rating, B3 2nd lien rating, Caa1 unsecured rating and SGL-2 Speculative Grade Liquidity rating, as well as the stable outlook, remain unchanged at this time. As a part of the transaction, Realogy tightened the requirements of its maximum senior secured net debt to EBITDA ratio (as defined in the facility agreement). For the fiscal periods ending December 2020 through June 2021, the maximum permitted ratio was decreased to 5.25 times from 6.5 times, with further step downs to 5.0 times from 5.5 times for the quarters ending September 2021 through March 2022 and to 4.75 times for the fiscal quarters ending June 2022 and thereafter. Moody's anticipates Realogy will maintain a comfortable margin below the maximum permitted levels over the next 12 to 15 months. Another provision requires early repayment of the term loan A and revolver due 2025 in March 2023 if Realogy does not refinance, replace, or extend the maturity of its 4.875% senior notes due June 2023 beyond May 2025 before March 2023. Similarly, if Realogy does not extend the maturity of its term loan B facility due February 2025 on or before November 2024, then the maturity of the extended term loan A and revolver springs to November 2024. Moody's expects Realogy will repay or refinance the senior notes due 2023 and the term loan B facility in advance of the required dates in order to preserve the extended 2025 term loan A and revolver maturity dates. Realogy Holdings Corp. (NYSE: RLGY) provides residential real estate services, encompassing franchise, brokerage, relocation, and title and settlement businesses as well as a mortgage joint venture. Realogy's brand portfolio includes Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), Corcoran(R), ERA(R), and Sotheby's International Realty(R). Moody's expects 2021 revenues of over $6 billion. RECESS HOLDINGS: Moody's Completes Review, Retains B3 Rating ------------------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Recess Holdings, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Recess' B3 credit profile broadly reflects its relatively small scale and moderate financial leverage. The company has end market concentration in schools and local municipalities, and limited geographic diversity with sales concentrated in the U.S. The company's products are relatively high-cost, discretionary items, the purchase of which can be delayed during cyclical downturns and periods of weaker tax revenue. Moody's expects schools and recreational/fitness facilities closures, combined with the expectation for local municipalities and school budgets to be stressed as a result of the coronavirus pandemic will continue to pressure demand for the company's playground equipment. The rating also reflects Recess' strong market position in the U.S., being one of the top two commercial playground equipment manufacturers. The company's relative good profit margins with EBITDA margin in the mid-to-high teens provides some cushion to absorb temporary periods of weak demand. Recess' good liquidity provides financial flexibility to fund working capital needs over the next 12 months. The principal methodology used for this review was Consumer Durables Industry published in April 2017. RENAISSANCE HOLDING: Moody's Completes Review, Retains B3 CFR ------------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Renaissance Holding Corp. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 27, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Renaissance's B3 CFR reflects very high leverage, small scale, high product concentration, competitive industry, and event and financial policy risk given its private equity ownership. However, the rating is supported by established brand name, favorable growth prospects driven by the industry transition to digital learning, solid cash generating capability and good liquidity. The principal methodology used for this review was Business and Consumer Service Industry published in October 2016. RESIDEO FUNDING: Moody's Hikes CFR to Ba3 & Rates New Loans Ba2 --------------------------------------------------------------- Moody's Investors Service upgraded Resideo Funbading Inc.'s Corporate Family Rating to Ba3 from B1, Probability of Default Rating to Ba3-PD from B1-PD, and senior unsecured notes rating to B1 from B3. Moody's also assigned Ba2 ratings to the company's proposed amended $800 million first lien senior secured term loan B due 2028 and upsized and extended $500 million revolving credit facility expiring in 2026, and affirmed its existing senior secured credit facility ratings at Ba2. Resideo's Speculative Grade Liquidity Rating was upgraded to SGL-2 from SGL-3. The outlook remains stable. The ratings upgrades reflect Resideo's improving operating trends that began during second half of 2020, resulting in increasing revenue and earnings, and are expected to continue in 2021; Moody's expected strengthening of Resideo's credit ratios given favorable market conditions, the company's restructuring efforts that drive cost efficiencies and improve profitability, and planned debt repayments utilizing proceeds of its recent equity raise; and Resideo's improving liquidity profile. Moody's expects Resideo to operate with conservative financial policies and leverage around 3.0x over the next 12 to 18 months. As a part of the proposed transaction Resideo's amended $800 million term loan B due 2028 will replace $780 million of term loan A and B, while revolving credit facility capacity will be increased to $500 million from $350 million and maturity extended to 2026. The company plans to repay approximately $140 million of its unsecured senior notes utilizing part of the proceeds from its recent $280 million equity raise. Pro forma debt to EBITDA and EBITA to interest coverage are estimated to strengthen to 3.3x and 5.5x, respectively, as of December 31, 2020 from approximately 3.6x and 4.0x levels prior to the transaction. The upgrade of Resideo's Speculative Grade Liquidity rating to SGL-2 from SGL-3 reflects Moody's expectation that the company will maintain good liquidity over the next 12 to 18 months, supported by expanded capacity under its revolving credit facility, anticipated increased room under financial covenants given the planned credit agreement amendment, its solid pro forma cash balance of approximately $400 million, and modest positive free cash flow expected in 2021 benefiting from working capital controls. The following rating actions were taken: Upgrades: Issuer: Resideo Funding Inc. Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD5) from B3 (LGD5) Speculative Grade Liquidity Rating, Upgraded to SGL-2 from SGL-3 Affirmations: Issuer: Resideo Funding Inc. Senior Secured Bank Credit Facility (including term loan and revolver), Affirmed Ba2 (LGD2), to be withdrawn upon repayment Assignments: Issuer: Resideo Funding Inc. Proposed Senior Secured Bank Credit Facility (including term loan and revolver), Assigned Ba2 (LGD2) Outlook Actions: Issuer: Resideo Funding Inc. Outlook, Remains Stable RATINGS RATIONALE Resideo's Ba3 Corporate Family Rating is supported by: 1) its significant revenue scale and global footprint; 2) its strong market position as a provider of products and solutions in residential HVAC markets and a distributor of security and fire protection products in the professional installation channel; 3) the value of the Honeywell brand, which will be maintained by Resideo for 40 years post spin-off, and the technological expertise in manufacturing integrated home and security products; 4) governance considerations, including financial strategy that focuses on deleveraging and willingness to issue equity; 5) the majority of revenue coming from the retrofit market, which is generally less volatile than new construction; 6) the variety of distribution channels, including the proprietary ADI Global Distribution business, an extensive professional contractor base, and a diverse product offering. At the same time, Moody's credit profile is constrained by: 1) moderately high debt leverage, and significant sensitivity of earnings and cash flows to variations in demand; 2) significant reimbursement payments for Honeywell's environmental obligations (of up to $140 million annually) constraining free cash flow; 3) intense competition within the company's product categories and the necessity of rapid technological innovation; 4) risks related to the establishment of standalone operations following the spin; 5) the inherent low margin profile of the distribution business; and 6) the cyclicality of residential end markets. Stable outlook reflects Moody's expectations that end market trends will continue to be favorable and that the company will operate with conservative financial leverage, generate positive free cash flow and continue to improve its operating margin, while maintaining good liquidity. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company demonstrates a track record of successful operation on a stand-alone basis, improves its operating margin, and maintains disciplined financial policies. Free cash flow to debt above the 10% level, leverage sustained comfortably below 3.0x, while liquidity position is good and the end market conditions are favorable would be important considerations for a higher rating. The ratings could be downgraded if weakness in the end markets causes revenue and operating margin to contract significantly, or if the company experiences additional challenges with the separation from the legacy business, or adopts aggressive financial policies. Additionally, leverage sustained above 4.0x, EBITA to interest coverage below 3.0x, or negative free cash flow and liquidity deterioration could also result in a ratings downgrade. The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Resideo is a provider of thermal, security and energy efficiency products, software solutions and technologies for a connected home. The company's Products and Solutions division supplies comfort, residential thermal solutions and security products, and its ADI Global Distribution business distributes security, AV and low-voltage products. The company's home solutions products are installed in 15 million homes annually, as the business operates through a network of over 110,000 professional contractors, 3,000 distributors and 1,200 original equipment manufacturers. ADI distributes in excess of 330,000 stock keeping units through over 200 locations globally. The company was spun off as the Homes business from Honeywell International, Inc. in October 2018. In the LTM period ended September 30, 2020, Resideo generated approximately $4.87 billion in revenue. ROBERT ALLEN: UST Says Time for Objections Inadequate ----------------------------------------------------- The Acting United States Trustee Gregory Garvin, objects to the Robert Allen Auto Group, Inc.'s Disclosure Statement filed Dec. 31, 2020. The United States Trustee's raises the following objections, based on the adequacy of information as well as other specific problems relating to procedural rules: * Inadequate time for objections under Rule 2002(b) requiring a 28-day notice for filing objections to a disclosure statement. Because the deadline for objection stated in the Notice of Hearing (Dkt. No. 117 at 1) sets the objection deadline as 7 days prior to the hearing, this is only 21 days' notice for objection. Under Rule 2002(b) any objections filed up until February 3, 2021 should be deemed timely. * Disclosure regarding status of parcels of real estate has inaccuracies, and there is inadequate disclosure regarding a prior sale. The real estate listed in the Disclosure Statement appears to include properties as "not already sold" that have already been sold. The Disclosure Statement needs to clarify the disposition of these real estate parcels. Adding to the difficulty, the Debtor has not filed a Report of Sale as required by Rule 6004(f)(1) for the parcel discussed in the Motion (Dkt. No. 74) and Order. * Quarterly fees not adequately disclosed. The Disclosure Statement does not mention quarterly fees whatsoever. The United States Trustee database indicates there are outstanding fees in the amount of $325.00. However, due to the Debtor's failure to submit a Report of Sale required by Rule 6004(f)(1), this calculation of quarterly fees may be inaccurately low. About Robert Allen Auto Group Robert Allen Auto Group, Inc., which owns approximately 3 acres in 5th Street in Pocatello, Idaho near other automobile dealerships, is a dealer of automobiles based in Pocatello, Idaho. Robert Allen Auto Group filed a Chapter 11 petition (Bankr. D. Idaho Case No. 20-40163) on March 2, 2020. In the petition signed by Robert Allen, president, the Debtor disclosed $4,312,279 in assets and $2,097,927 in liabilities. Steven L. Taggart, Esq., at MAYNES TAGGART PLLC, serves as bankruptcy counsel to the Debtor. Shawn Perry is the real estate agent for the estate. ROSEGARDEN HEALTH: Cash Collateral Access OK'd Thru Feb. 16 ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Connecticut, New Haven Division, has authorized the Trustee of Rosegarden Health and Rehabilitation Center LLC and its debtor-affiliates to use cash collateral on an interim basis through February 16, 2021. The Trustee is authorized to use cash collateral in accordance with the budget and with a variance of 10% permitted, and a greater variance upon the written consent of the Alleged Secured Parties. The parties may have an interest in the Cash Collateral include: 1. The Internal Revenue Service 2. The State of Connecticut Department of Revenue Services 3. The Slate of Connecticut Department of Labor 4. People's United Bank 5. Ram Capital Funding LLC 6. World Global Capital, LLC d/b/a Fastline Capital 7. Yellowstone Capital, LLC 8. B of I Federal Bank In exchange for the preliminary use of cash collateral by the Trustee, and as adequate protection for the Alleged Secured Creditors' interests therein, the Alleged Secured Creditors are granted replacement and/or substitute liens as provided in Bankruptcy Code section 361(2) in all post-petition assets and proceeds thereof, excluding all bankruptcy avoidance causes of action, having the same validity, extent, and priority that the Alleged Secured Creditors possessed as to such liens on the Filing Date and any rights of setoff claimed by any of the Alleged Secured Creditors as against the Debtors' assets prior to the Filing Date. The liens of the Alleged Secured Creditors and any replacement thereof pursuant to the Order, and any priority to which the Alleged Secured Creditors may be entitled or become entitled under section 507(b) of the Bankruptcy Code, will be subject and subordinate to amounts payable by the Trustee under (i) section 1930(a)(6) of Title 28 of the United States Code; (ii) sales and withholding taxes collected from third parties; (iii) the post-petition wages of non-insider employees, limited to the amounts provided for in the Budget, which are actually earned but which remain unpaid, and (iv) any debtor-in-possession financing approved by the Court. A continued hearing on the Motion will be held on February 10 at 11:30 a.m. via ZoomGov. A copy of the Interim Order and the Debtor's bank account information and budget through the week of February 16 is available at https://bit.ly/39nEOyO from PacerMonitor.com. About Rosegarden Health and Rehabilitation Center LLC Located in Waterbury, Connecticut, Bridgeport Health Care Center and The Rosegarden Health and Rehabilitation Center LLC -- http://www.bridgeporthealthcarecenter.com/-- provide long and short-term nursing care and rehabilitation services. Bridgeport offers nursing care, Alzheimer's care, rehab/physical therapy, wound care, dietary, respite care, and hospice care. Rosegarden services include 24-hour nursing care, APRN on Staff, short-term/long-term rehab, physical therapy, speech therapy, occupational therapy, IV therapy/medical/incontinence management, CPAP/BIPAP/tracheotomy care, podiatry; dental, audiology services, respiratory care, among others. Bridgeport Health Care and Rosegarden sought Chapter 11 protection (Bankr. D. Conn. Case Nos. 18-50488 and 18-30623, respectively) on April 18, 2018. In the petitions signed by their chief financial officer, Chaim Stern, Bridgeport estimated assets and liabilities of less than $50 million, and Rosegarden Health estimated assets and liabilities of less than $10 million. The Hon. Julie A. Manning is the case judge. Richard L. Campbell, Esq., at White and Williams LLP, serves as the Debtors' counsel. William K. Harrington, the United States Trustee for Region 2, appointed Joseph J. Tomaino as patient care ombudsman in the cases. The PCO hired Barbara H. Katz, as counsel. Jon Newton was appointed Chapter 11 trustee for the Debtors. The Trustee is represented by Reid and Riege, P.C. ROUGH COUNTRY: Moody's Affirms B2 CFR, Outlook Stable ----------------------------------------------------- Moody's Investors Service affirmed Rough Country, LLC's debt ratings including the senior secured and corporate family rating at B2, and B2-PD probability of default rating. The outlook is stable. The rating action follows Rough Country's plan to pay a $110 million dividend to shareholders funded by adding $100 million to its existing term loan and a $10 million revolver draw. Rough Country also paid a $206 million dividend in October 2020. These distributions reduce financial flexibility because, when combined with Rough Country's modest scale and highly discretionary product offering with limited liquidity from cash and revolver availability, could stress the company's ability to adjust to a weaker than expected business environment. In addition, though acquisitions have not historically played a role in the company's growth and diversification strategy, the now stretched balance sheet constrains any sizable growth investments. RATINGS RATIONALE Rough Country's ratings reflect a moderate, albeit growing scale, predominantly discretionary nature of its vehicle after-market products and the shift to a more aggressive financial policy from just one year ago. The company's business model focuses on direct-to-consumer distribution rather than the multi-level channels typical of automotive aftermarket products. Execution of that distribution, along with a variable cost structure, places Rough Country in a good position within the niche segment of truck and Jeep aftermarket accessories, and results in strong EBITDA margins and the expectation for solid free cash flow generation. Nonetheless, Moody's believes that organic revenue growth, which is currently benefiting from limited options for consumer discretionary spending, will moderate but continue in 2021 particularly through the first half of the year. This organic growth, supported by new product launches and the extension into complimentary product categories, should keep EBITDA relatively stable. In Moody's view, continued growth depends on spending alternatives for consumers as the economy opens up over the coming year. The stable outlook reflects Moody's view that Rough Country's high margins will support positive free cash flow generation as well as a leverage profile in the 4x range. The stable outlook also encompasses Moody's expectations for steady debt repayment through 2021, with no additional dividend distributions over the next twelve months, thereby restoring financial flexibility. Rough Country's liquidity is adequate, constrained by Moody's expectations of a modest cash balance and reduced capacity to borrow under the revolving credit facility ($10 million is expected to be drawn to fund this dividend). Furthermore, Moody's believes the $20 million revolving credit facility is no longer sufficiently sized to cover the company's annual cash charges (pro forma interest expense expected to easily exceed $20 million). Liquidity is supported by Moody's expectation for free cash flow to be substantial and consistent with prior years, highlighted by modestly stronger earnings, efficient working capital management and low capital expenditure requirements. Rough Country has limited direct environmental risk relating to carbon emissions given the nature of its add-on products. Moody's views social risk for Rough Country to be manageable, with the biggest priority to be product safety for customers and protecting any customer personal data through a point of sale. The company will also need to ensure the continuity of its workforce, given the concentration of assembly in its facility. On governance, with two debt-funded distributions totaling $316 million within the last four months, Rough Country's financial policy has shifted to be more aggressive from what had been a track record of debt repayment after relatively high financial leverage. Moody's does not anticipate a further increase in leverage beyond the pro forma impact of the debt to fund the current dividend. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Rough Country substantially increases its scale and product diversification while maintaining its high level of profitability. A shift back to a more conservative financial policy to support leverage near 3x debt/EBITDA and EBITA/interest expense sustained above 4x could support an upgrade. The ratings could be downgraded if organic revenue growth stalls, or if margins materially weaken, or with an acceleration of the recently changed financial policy. Specifically, expectations of debt/EBITDA above 4.5x or EBITA/interest expense below 2x could result in a negative rating action. A deterioration in the liquidity profile, including an extended period of limited availability under the revolving credit facility or sharply weaker free cash flow could also pressure the ratings. Issuer: Rough Country, LLC Corporate Family Rating, Affirmed at B2 Probability of Default Rating, Affirmed at B2-PD Senior Secured 1st Lien Revolving Credit Facility, Affirmed at B2 (LGD4) Senior Secured 1st Lien Term Loan, Affirmed at B2 (LGD4) Outlook Actions: Issuer: Rough Country, LLC Outlook, Remains Stable The principal methodology used in these ratings was Automotive Supplier Methodology published in January 2020. Rough Country, LLC, headquartered in Dyersburg, Tennessee, is a US-focused manufacturer of aftermarket performance suspension products and accessories. The company provides lift and leveling kits, shocks and stabilizers, and accessories primarily for trucks, SUV and Jeep models. Gridiron Capital is the majority owner of Rough Country. Revenue for the twelve months ended December 31, 2020 was approximately $320 million. RWDT FOODS: To Apply for PPP-2 Loans to Pay Claims in Plan ---------------------------------------------------------- RWDT Foods, Inc. filed on Jan. 25, 2021, a Second Amendment to its Plan of Reorganization. The Debtor filed its Plan of Reorganization on Sept. 15, 2020, and a First Amendment on Sept. 16. The Plan has been accepted by all impaired classes of creditors and equity interests. The United States Bankruptcy Administrator filed an Amended Response to Debtor's Amended Subchapter V Plan of Reorganization which, among other issues, questions whether the Plan is feasible based on operations, which have been impaired by Covid-19 restrictions. The Debtor subsequently discontinued operations at two locations (Durham and North Myrtle Beach) due to poor operating results, and by prior order these leases were rejected as of Dec. 15, 2020. The Debtor has continued operations at the remaining two locations (Fayetteville and North Charleston), which are cash-flow positive but do not generate sufficient revenues to pay Allowed Claims as proposed in the Plan, and efforts to locate a buyer for the remaining stores have been unsuccessful. In lieu of a sale, the Debtor intends to apply for a PPP-2 loan in order to pay allowed claims. Congress has authorized a second round of loans pursuant to the Paycheck Protection Program ("PPP-2"). The deadline to file an application for a PPP-2 loan is the earlier of March 31, 2021, or whenever the funding is exhausted. However, the application will not be accepted or processed by the lender if the borrower is "in bankruptcy" at the time the application is submitted. At the request of the Debtor, the Court has scheduled the confirmation hearing on March 9, 2021, in order to seek confirmation of the Plan as modified. Promptly after confirmation of the Second Amended Plan, the Debtor will pay approved administrative expense claims and professional fees (other than the fees of the Debtor's professionals, which will be deferred until the PPP-2 loan is closed), file a final report and request entry of a final decree. Upon closing of the PPP-2 loan and in lieu of paying allowed claims over a period of three years, the Debtor will pay in full all Allowed Administrative Expenses, Allowed Secured Claims and Allowed Priority Tax Claims. After payment of all Allowed Administrative Expenses, Allowed Secured Claims and Allowed Priority Tax Claims, the Debtor will pay to holders of Allowed Class 3 Non-insider Unsecured Claims, pro rata and in full satisfaction thereof, an amount equal to the greater of: a. $132,854, the aggregate distribution previously proposed under the Plan, or b. The balance of the loan proceeds, up to but not exceeding the aggregate amount of Allowed Class 3 Non-insider Unsecured Claims. c. Any surplus loan proceeds will be paid to holders of Allowed Class 4 Insider Unsecured Claims. Leases for the two remaining stores (Fayetteville and North Charleston) will be assumed at confirmation and the stores would continue operations. The Debtor expects the PPP-2 loan to be forgiven once the Debtor has paid operating expenses as permitted by the PPP-2 loan rules and regulations, over the 24 weeks following the loan closing. A copy of the Second Amendment to the Plan obtained from PacerMonitor.com is available at https://bit.ly/36qa8Lr Counsel for the Debtor: John A. Northen Vicki L. Parrott Northen Blue, LLP Post Office Box 2208 Chapel Hill, NC 27515-2208 Telephone: 919-968-4441 E-mail: jan@nbfirm.com vlp@nbfirm.com About RWDT Foods RWDT Foods, Inc., owns and operates 4 franchised Denny's restaurants. RWDT Foods, Inc., based in Durham, NC, filed a Chapter 11 petition (Bankr. N.D.N.C. Case No. 20-80300) on June 24, 2020. In the petition signed by Larry D. Thompson, president, the Debtor disclosed $3,047,359 in assets and $8,825,879 in liabilities. The Hon. Lena M. James oversees the case. NORTHEN BLUE, LLP, serves as bankruptcy counsel to the Debtor. WYRICK ROBBINS YATES & PONTON LLP, is special counsel. SCHWEITZER-MAUDUIT INT'L: Moody's Reviews Ba3 CFR for Downgrade --------------------------------------------------------------- Moody's Investors Service has placed the ratings of Schweitzer-Mauduit International, Inc. ("SWM") on review for downgrade, including the Ba3 corporate family rating, Ba3-PD probability of default rating and the B2 senior unsecured rating. The SGL-2 speculative grade liquidity rating is unchanged. These actions follow SWM's plan to acquire UK-based Scapa Group Plc -- a manufacturer of bonding products and adhesive components for healthcare and industrial applications - in a transaction valued at approximately GBP403 million (or $552 million), expected to close in the second quarter of 2021. The review is expected to be completed within several weeks. A rating downgrade, if any, is likely to be limited to one notch. RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's review will consider: (1) the expected capital structure and leverage of SWM post-close, and the prospects and pace for deleveraging based on Moody's expectation for cash flow and profitability; (2) the integration risks, as this is a sizeable investment for SWM, including potential cash costs and/or business disruption; (3) the strategic and financial policy changes for SWM implied by the acquisition; (4) SWM's financial performance going forward, including its free cash flow generation and overall liquidity; and (5) SWM's competitive position in its Advanced Materials & Structures segment once Scapa is integrated, including the effects of the coronavirus pandemic on the business and end markets. The acquisition will increase SWM's debt meaningfully, with pro forma total debt-to-EBITDA (including Moody's standard adjustments) likely to exceed the mid 4x range upon close, compared to around 3x at this time. This is elevated for SWM's risk profile and well above the company's current net leverage target of 2.5x-3.5x (versus 4x -- 4.5x transaction leverage), as the company calculates. Nonetheless, the Scapa acquisition is consistent with SWM's actions to reduce exposure to its Engineered Products segment, and increase the company's position on growth markets. Moody's took the following actions: On Review for Possible Downgrade: Issuer: Schweitzer-Mauduit International, Inc. Probability of Default Rating, Placed on Review for Downgrade, currently Ba3-PD Corporate Family Rating, Placed on Review for Downgrade, currently Ba3 Senior Unsecured Regular Bond/Debenture, Placed on Review for Downgrade, currently B2 (LGD5) Outlook, Changed To Rating Under Review From Stable The principal methodology used in these ratings was Manufacturing Methodology published in March 2020. Schweitzer-Mauduit International, Inc. is a producer of specialty materials focused on resin-based nets, films and other non-wovens through its Advanced Materials & Structures segment and fiber-based cigarette papers and reconstituted tobacco products through its Engineered Papers segment. Revenues for latest twelve-month period ended September 30, 2020, were approximately $1 billion. Scapa Group Plc is a manufacturer of adhesives, coatings and topicals through its healthcare segment, and specialty tapes for various end markets in its industrial segment. Scapa's revenues approximated GBP282 million (or $361 million). SEVEN AND ROSE: Listing Price Cut to $3.51M to Stimulate Activity ----------------------------------------------------------------- Seven and Rose, LLC, submitted an amendment to its Disclosure Statement on Jan. 22, 2021. The following language is inserted in Subsection A(ii) with regard to Micfo Judgment Creditors: "The Debtor has now obtained a lien release from Navitas as to Suite 201. The creditors who have judgments against Micfo have been provided notice in this bankruptcy case out of abundance of caution only, as to any secured claim that might be asserted as to Suite 201. The Plan does not have any effect on any claim that these creditors have or may have against Micfo. Any Micfo judgment creditor with a valid lien against Suite 201 retains any rights arising from such lien upon the sale of Suite 201, but parties-in-interest with notice herein are bound by the terms of a confirmed Plan as to the allocation of sale proceeds of any sale that includes the sale of Suite 201." The Modified Disclosure Statement added this paragraph: "The units are being marketed for sale together, but the second floor (Suites 200 and 201) could be sold separately from the third floor (Suite 300). If both floors are sold together, the purchase price is to be allocated in accordance with the relative tax values, except that TBG and South State will each receive the amount of their credit bid from the total sale price prior to the remaining proceeds being so allocated. If the second floor is sold separately from the third floor, then the purchase price of the second floor will be allocated 75% to Suite 200 and 25% to Suite 201, also in accordance with the above chart as to the second floor, except that TBG will receive the amount of its credit bid from the total sale price of the second floor prior to the remaining proceeds of the second floor being so allocated. Upon the sale of the three units, if there are any net proceeds of sale allocated to the Micfo unit, those proceeds will be paid to Micfo." The following language is inserted in Subsection E(1): * At the recommendation of the real estate agent, the listing price was reduced to $3,650,000 on 01/14/21 to stimulate activity. All administrative expenses will be treated as a cost of sale for preserving the assets and will be allocated 11% to the sale of Suite 201 (the Micfo suite). Payment of these administrative expenses will be made before any remaining sale proceeds from Suite 201 are paid to Micfo. * The Debtor intends to file a sale/auction motion on or before March 1, 2021. If a sale/auction motion is not filed by that date, then TBG and South State have the right to file an affidavit of default and the Court may order relief from stay. Because the Debtor is in control of the filing of a sale/auction motion, the risk that this will occur is miniscule. If the gross sale price is less than $3,650,000.00, the primary risk is to the equity owner(s). The secured creditors have the right to credit bid at an auction and it is anticipated that both TBG and South State will submit credit bids for the payoff amounts of their respective mortgages. There is a risk that no bid will be received above the credit bids, in which case no creditors will be paid. The following language is inserted in Subsection E(2) in the indicated paragraphs: * Class 1: The commission to James Maybank will be 5% if the sale is to a stalking horse bidder with a buyer's agent, which commission is to be split between Maybank and the buyer's agent. If the property is sold at auction to someone other than the stalking horse bidder with a buyer's agent, the sale motion will provide that no commission will be paid to a buyer’s agent and the total commission to the Debtor's agent will be 4% of the gross sale price. This is subject to the Court's approval upon filing the sale motion. * Administrative expenses, including the Debtor's attorneys' fees, will be allocated to the sale of the Micfo suite in accordance with the allocation of the sale proceeds (i.e., 11% allocation to the sale of the Micfo suite). Any administrative expenses not paid from Micfo's proceeds will be paid from the Debtor's proceeds of sale. It is estimated that the Debtor's attorneys' fees will be approximately $60,000, and other costs to preserve the estate are estimated to be approximately $3,000. * Class 2: The quarterly fees owed to UST will be allocated to the sale of the Micfo suite in accordance with the allocation of the sale proceeds (i.e., 11% allocation to the sale of the Micfo suite). Any UST fees not paid from Micfo's proceeds will be paid from the Debtor's proceeds of sale. It is estimated that the UST fees will be approximately $26,325. A full-text copy of the Modified Disclosure Statement dated Jan. 22, 2021, is available at https://bit.ly/2MBkWzx from PacerMonitor.com at no charge. Attorney for the Debtor: Christine E. Brimm BARTON BRIMM, PA P. O. Box 14805 Myrtle Beach, South Carolina 29587 Tel: (803) 256-6582 Fax: (803) 779-0267 E-mail: Cbrimm@bartonbrimm.com About Seven and Rose Seven and Rose LLC filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.S.C. Case No. 20 03757) on Oct. 5, 2020. At the time of the filing, the Debtor disclosed assets of between $1 million and $10 million and liabilities of the same range. Judge John E. Waites oversees the case. Barton Brimm, PA, led by Christine E. Brimm, Esq., serves as the Debtor's legal counsel. SHINKUCASI LLC: Seeks to Hire Stichter Riedel as Legal Counsel -------------------------------------------------------------- Shinkucasi LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire Stichter Riedel Blain & Postler, P.A, as its counsel. The firm's services will include: a. rendering legal advice with respect to the Debtor's powers and duties, the continued operation of its business, and the management of its property; b. preparing legal papers; c. appearances before the bankruptcy court and the United States Trustee; d. participating in negotiations with creditors and other parties in interest in formulating a plan of reorganization, drafting such a plan and taking necessary legal steps to confirm such a plan; e. representing the Debtor in adversary proceedings, contested matters, and matters involving administration of its Chapter 11 case; f. representing the Debtor in negotiations with potential financing sources, and preparing contracts, security instruments, and other documents necessary to obtain financing; g. other legal services that may be necessary for the proper administration of the case. Stichter Riedel will be paid based upon its normal hourly billing rates and will be reimbursed for out-of-pocket expenses incurred. Daniel Fogarty, Esq., a shareholder of Stichter Riedel, disclosed in court filings that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. Stichter Riedel can be reached at: Daniel R. Fogarty, Esq. Stichter Riedel Blain & Postler, P.A. 110 East Madison Street, Suite 200 Tampa, FL 33602 Phone: (813) 229-0144 Email: dfogarty@srbp.com About Shinkucasi LLC Shinkucasi LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00019) on Jan. 10, 2021, listing $500,001 to $1 million in both assets and liabilities. Daniel R Fogarty, Esq. at Stichter, Riedel, Blain & Postler, P.A., serves as the Debtor's counsel. SIWF HOLDINGS: Moody's Completes Review, Retains B3 Rating ---------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of SIWF Holdings, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Springs Windows' credit profile (B3) reflects its high financial leverage and its exposure to cyclical downturns given the discretionary nature of its products. A prolonged period of high unemployment or weak economic conditions will negatively affect the company's operating results. Springs has customer concentration with two national retailers accounting for approximately a quarter of revenue, and the company's direct competitor is considerably larger with global scale, which creates the potential for market share volatility. The rating also reflects Springs' strong position in the window coverings market, good channel diversification, and long-standing relationships with well-recognized retailers. Following a material slowdown across all channels during the second quarter of fiscal 2020, the sharp sales recovery in the dealer and retail channels driven by high consumer demand is more than offsetting lingering weakness in Spring's commercial business. Moody's expect continued good consumer demand into fiscal 2021, which should support stable revenue and earnings as well as credit metrics. Springs' very good liquidity reflects its relatively healthy cash balance and good free cash flow generation. The principal methodology used for this review was Consumer Durables Industry published in April 2017. SOUTHERN FOODS: Assets Sold; To Seek Plan Approval March 17 ----------------------------------------------------------- Southern Foods Group, LLC, et al., filed a Revised Plan of Liquidation and a corresponding Disclosure Statement on Jan. 27, 2021. The Plan contemplates the liquidation and dissolution of the Debtors and the resolution of all outstanding claims and Interests. After an exhaustive marketing and sale process, the Bankruptcy Court entered various sale orders approving seven sale transactions with six different buyers for substantially all of the Debtors' assets. The sale transactions included sales with and for the following: Dairy Farmers of America Inc. ("DFA"), acquiring 44 plants; Prairie Farms Dairy, Inc. acquiring eight plants; Mana Saves McArthur, LLC acquiring the Miami, Florida plant; Producers Dairy Foods, Inc. acquiring the Reno, Nevada plant and the "Berkeley Farms" trademark and related intellectual property; Harmoni, Inc., acquiring all assets, rights, and properties in connection with the "Uncle Matt's Organic" branded juice products and popsicles; and Logix Capital, LLC, through MGD Acquisition, LLC, acquiring the Hilo facility and related distribution branches on the Big Island, Kauai and Maui as well as the use of the Meadow Gold Hawaii brand name. The Debtors closed all of the sale transactions between April 30, 2020, and May 5, 2020, for an aggregate sales price of $545 million, which includes $104.7 million in cure cost obligations assumed by DFA, plus certain other liabilities assumed by the various purchasers in the respective sale transactions. On Jan. 19, 2021, the Debtors filed a motion seeking approval to sell their Honolulu property to Twenty Lake Management, LLC, for $23,900,000 pursuant to the Purchase Agreement attached thereto. The sale transactions left the Debtors without a stand-alone operating business' and the Debtors have already begun the process of winding down the remainder of the Estates. The Plan is the outcome of extensive negotiations among the Debtors and certain of their key stakeholders -- including the Creditors' Committee -- and certain other interested parties. The Debtors believe that the Plan is reflective of these good-faith negotiations and will treat holders of claims and interests in an economic and fair manner. Under the Plan, holders of senior notes claims totaling $707,000,000 in Class 3 will recover 1% to 4%. HOlders of Control Group LIability Pension Claims totaling $618,000,000 in Class 4 will recover 2% to 5%. Holders of convenience claims totaling $15,000,000 in Class 5 will recover less than 1%. Holders of general unsecured claims totaling $363 million will recover less than 1%. Holders of equity interests won't receive anything. The Court has approved the Disclosure Statement explaining the Chapter 11 Plan. A hearing to consider confirmation is slated for March 17, 2021, at 9:00 a.m. (Central time). Ballots accepting or rejecting the Plan, and objections to confirmation of the Plan are due March 5, 2021. A full-text copy of the Disclosure Statement dated Jan. 27, 2021, is available at https://bit.ly/3pyQVPs from PacerMonitor.com at no charge. Counsel to the Debtors: Brian M. Resnick Steven Z. Szanzer Nate Sokol Omer Netzer DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Tel.: (212) 450-4000 Fax: (212) 701-5800 E-mail: brian.resnick@davispolk.com steven.szanzer@davispolk.com nathaniel.sokol@davispolk.com omer.netzer@davispolk.com William R. Greendyke Jason L. Boland Robert B. Bruner Julie Goodrich Harrison NORTON ROSE FULBRIGHT US LLP 1301 McKinney Street, Suite 5100 Houston, Texas 77010-3095 Tel.: (713) 651-5151 Fax: (713) 651-5246 E-mail: william.greendyke@nortonrosefulbright.com jason.boland@nortonrosefulbright.com bob.bruner@nortonrosefulbright.com julie.harrison@nortonrosefulbright.com About Southern Foods Group Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and chief financial officer. Judge David Jones presides over the cases. The Debtors posted estimated assets and liabilities of $1 billion to $10 billion. David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is the financial advisor to the Debtors, Evercore Group LLC is the investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent. SOUTHERN FOODS: Sydney Alphonse Opposes Disclosure Statement ------------------------------------------------------------ Sydney Alphonse objects to the Disclosure Statement for Joint Chapter 11 Plan of Liquidation of Southern Foods Group, LLC, Dean Foods Company, and their Debtor Affiliates filed by the Debtors. Alphonse is a personal injury claimant with claims pending against the Debtors Dean Foods Company dba Oak Farms Dairy and Southern Foods Group, LLC in Cause No. DC-19-00640 in the 162nd Judicial District of Dallas County, Texas, Alphonse v. Dean Foods Company, et al. Alphonse timely filed his proofs of claims against Debtors Dean Foods Company and Southern Foods Group, LLC, and these claims are currently unliquidated. The Debtor separately identified Alphonse's claims as secured. Subject to the Stipulation and Agreed Order Between Debtors and Sidney Alphonse modifying the automatic stay, Alphonse is permitted to liquidate his claims to final judgment in the pending State Court Case. Alphonse claims that the Disclosure Statement does not address or provide for the adjudication of personal injury claims outside of the bankruptcy case for purposes of distribution. As a personal injury claimant, the liquidation for distribution purposes of Alphonse's claims is expressly excluded from core proceedings arising under Title 11. Alphonse has reserved his rights to this adjudication outside of the bankruptcy proceeding and respectfully does not consent to the liquidation of his claims. Without terms providing for this adjudication, there is insufficient information regarding the liquidation of personal injury claims for purposes of distribution. Alphonse points out that the Disclosure Statement does not provide specific information concerning the nature and availability of insurance coverage, claims implicating that coverage, SIR and deductible requirements under such coverage, and the sufficiency of coverage. Alphonse asserts that its pending claims relate to both Debtor's workers' compensation programs and self-insurance programs. However, it is unclear in this Disclosure Statement whether such claims would be included within the administration of the bankruptcy, under the terms of the Plan, and for purposes of satisfying such claims and interests as Other Secured Claims. A full-text copy of Alphonse's objection dated Jan. 22, 2021, is available at https://bit.ly/36sCOn7 from PacerMonitor.com at no charge. Attorney for Sydney Alphonse: Ryan E. Chapple Chelsea L. Schell CAIN & SKARNULIS PLLC 400 W. 15th Street, Suite 900 Austin, Texas 78701 Tel: 512-477-5000 Fax: 512-477-5011 E-mail:rchapple@cstrial.com E-mail: cschell@cstrial.com About Southern Foods Group Southern Foods Group, LLC, d/b/a Dean Foods, is a food and beverage company and a processor and direct-to-store distributor of fresh fluid milk and other dairy and dairy case products in the United States. The Company and its 40+ affiliates filed for bankruptcy protection on Nov. 12, 2019 (Bankr. S.D. Texas, Lead Case No. 19-36313). The petitions were signed by Gary Rahlfs, senior vice president and CFO. Judge David Jones presides over the cases. The Debtors posted estimated assets and liabilities of $1 billion to $10 billion. David Polk & Wardell LLP serves as general bankruptcy counsel to the Debtors, and Norton Rose Fulbright US LLP serves as local counsel. Alvarez Marsal is the financial advisor to the Debtors, Evercore Group LLC is the investment banker, and Epiq Corporate Restructuring LLC is notice and claims agent. SPECIALTYCARE INC: Moody's Affirms B2 CFR, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Investors Service, changed the outlook for SCSG EA Acquisition Company, Inc., parent company of SpecialtyCare, Inc. to stable from negative. At the same time, Moody's affirmed the company's B2 Corporate Family Rating and B2-PD Probability of Default Rating, the B1 rating on the company's senior secured first lien credit facilities, and the Caa1 rating on the senior secured second lien term loan. The rating affirmation and change of outlook to stable reflects Moody's view that SpecialtyCare's earnings will remain resilient despite the impact of the coronavirus outbreak. The company was able to maintain profitability through retainer based contracts and cost actions to offset revenue declines and Moody's expects the company will maintain strong profitability and generate consistent positive free cash flow, over the next 12-18 months. Moody's took the following rating actions on SCSG EA Acquisition Company, Inc.: Affirmations: Corporate Family Rating, at B2 Probability of Default Rating, at B2-PD Senior Secured First Lien Revolving Credit Facility, at B1 (LGD3) Senior Secured First Lien Term Loan, at B1 (LGD3) Senior Secured Second Lien Term Loan, at Caa1 (LGD5) Outlook Actions: Outlook, Changed To Stable From Negative RATINGS RATIONALE The B2 CFR reflects SpecialtyCare's moderately high financial leverage of 5.0 times (with Moody's standard adjustments, and excluding COIVD related addbacks), as of September 30, 2020, as well as event and financial policy risk due to private equity ownership. The rating is also constrained by the company's modest absolute size and niche service line offering. The majority of SpecialtyCare's revenues are tied to open heart surgeries and spine procedures. Softness in these types of procedures or technological developments that reduce the need for perfusionists (used during open heart surgery) or neurophysiologists (used in spine and neuro surgeries) would negatively affect demand for SpecialtyCare's services. Further, Moody's believes SpecialtyCare's hospital customers will continue to be under volume and price pressure which could translate to pressure on SpecialtyCare. Moody's expects SpecialtyCare will be acquisitive as it looks to supplement organic growth and expand its market presence. The rating is supported by SpecialtyCare's leadership position in the perfusion and intraoperative neuromonitoring (IONM) markets, and good geographic and customer diversification. Direct government reimbursement risk is limited given over 80% of revenue is billed directly to hospital customers. The ratings also benefit from Moody's expectations that SpecialtyCare will maintain very good near-term liquidity. The company had approximately $33 million of cash at the end of September 2020. SpecialtyCare consistently generates positive free cash flow, a trend Moody's expects to continue over the next 12 months. As of September 30, 2020, the company had full availability under its $45 million revolver, that expires in September 2022. Moody's believes that the company will maintain compliance with its sole covenant, which is a springing maximum secured net leverage ratio, which is set at 9.0x, and tested only if revolver usage exceeds 35%. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given SpecialtyCare experienced substantial declines in volumes of surgical procedures, which peaked in late March and April 2020. While volumes have mostly recovered, and Moody's expects growth will be in the mid-single digits over the next 12-18 months, resurgence of the virus in certain regions may result in deferral of surgical procedures, once again. However, Moody's expects the company's services will remain resilient, given the necessity of the surgical procedures and the company's services offering. With respect to governance, Moody's expects SpecialtyCare's financial policies to remain aggressive due to its ownership by private equity investor, Kohlberg & Company. In March 2018, the equity sponsor completed a largely debt financed dividend recapitalization of $62 million. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if SpecialtyCare effectively manages its growth, materially increasing its scale. The company would also need to maintain conservative financial policies, partially reflected in adjusted debt/EBITDA sustained below 5.0x, as well as consistent positive free cash flow and good liquidity. The ratings could be downgraded if SpecialtyCare faces declining demand for its services due to technological advancements, changes in hospital behavior or competitive pressure. An aggressive acquisition strategy or debt funded dividends could also lead to a downgrade. Specifically, If Moody's expects that adjusted debt/EBITDA will remain above 6.0x, the rating agency could downgrade the ratings. Further, weakening of liquidity or sustained negative free cash flow could lead to a downgrade. SpecialtyCare is a provider of outsourced clinical operating room services to hospitals, ambulatory surgery centers ("ASC"), and physicians. The company provides perfusion services, intraoperative neuromonitoring ("IONM"), and surgical services. Perfusionists operate the heart-lung machine during open heart surgeries. IONM services involve the monitoring of brain and nerve activity during brain and spine surgeries. For the twelve months ended September 30, 2020 revenues were approximately $354 million. The company is privately held by Kohlberg & Company. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. SPECTRUM BRANDS: Moody's Completes Review, Retains B1 CFR --------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Spectrum Brands, Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Spectrum Brands B1 corporate family rating reflects the company's high financial leverage, continued EBITDA margin erosion, and its exposure to the competitive consumer durables and packaged goods industries with varying levels of cyclicality during economic downturns. Spectrum's financial policy remains somewhat aggressive with high financial leverage and share repurchases. Focus on organic growth and acquisitions are also part of Spectrum's growth strategy, especially now that its transformation plan is complete following the divestiture of the battery and auto products businesses. Spectrum's credit profile benefits from its very good liquidity and lack of near-term debt maturities. Furthermore, Spectrum's broad portfolio of value-oriented brands, and track record of product development offer some counter-cyclical properties to support the credit profile during periods of economic weakness. The principal methodology used for this review was Consumer Durables Industry published in April 2017. SPEEDCAST INT'L: Court Enters Plan Confirmation Order ----------------------------------------------------- Judge Marvin Isgur has entered findings of fact, conclusions of law and order approving Disclosure Statement on a final basis and confirming Third Amended Joint Chapter 11 Plan of SpeedCast International Limited and its debtor-affiliates. The entry of the Plan Confirmation Order will constitute the agreement reached by the Debtors, Centerbridge and Black Diamond resolving, among other things, the Black Diamond Objection and the Black Diamond Adversary Proceeding (the "Plan Settlement Agreement"). All other objections to final approval of the Disclosure Statement or confirmation of the Plan have been settled, withdrawn, resolved, or overruled in their entirety on the merits by this Court. Black Diamond's agreement to withdraw the Black Diamond Objection in connection with the Plan Settlement Agreement does not signify Black Diamond's renouncement of such allegations, but instead reflects Black Diamond's assessment that the comprehensive settlement reflected in the Plan Settlement Agreement and the modified Plan now before the Bankruptcy Court for confirmation are in the best interests of the Debtors, their Estates, and creditors at this time, and that the Court is making factual findings to confirm such Plan. The Plan (including all documents necessary to effectuate the Plan) was negotiated in good faith and at arm's length among the Debtors, the Debtors' non-Debtor affiliates, the DIP Lenders, the Prepetition Lenders, the Creditors' Committee, the other Released Parties, and the Plan Sponsor. A Settlement Agreement was made and entered into as of Jan. 20, 2021, by and among the Debtors, Black Diamond Commercial Finance, L.L.C., in its capacity as administrative agent, collateral agent and security trustee under the Syndicated Facility Agreement (the "SFA Agent"), Black Diamond Capital Management, L.L.C., and Centerbridge Partners, L.P. Pursuant to the SEttlement, the parties agreed that: * Centerbridge will purchase, and Black Diamond will sell, all of Black Diamond's term loan Syndicated Facility Claims, which Black Diamond represents (i) are in the principal amount of $263,117,989 and (ii) constitute 100% of Black Diamond's term loan Syndicated Facility Claims, for $63,221,738. * Centerbridge will purchase, and Black Diamond will sell, all of Black Diamond's revolver Syndicated Facility Claims, which Black Diamond represents (i) are in the principal amount of $37,206,400 and (ii) constitute 100% of Black DIamond's revolving Syndicated Facility Claims and commitments, for $8,447,824. * Centerbirdge will pay to Black DIamond a settlement payment in the amount of [____] {amount redacted}, which payment shall be due and payable upon the Term Loan Settlement Date. A full-text copy of the Plan Confirmation Order dated Jan. 22, 2021, is available at https://bit.ly/2NVEhfl from PacerMonitor.com at no charge. Counsel for the Debtors: WEIL, GOTSHAL & MANGES LLP Alfredo R. Perez Brenda L. Funk Stephanie N. Morrison 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 - and - WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer David N. Griffiths 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About SpeedCast International Headquartered in New South Wales, Australia, SpeedCast International Limited and its affiliates provide remote and offshore satellite communications and information technology services. SpeedCast's fully-managed service is delivered to more than 2,000 customers in 140 countries via a global, multi-access technology, multi-band, and multi-orbit network of more than 80 satellites and an interconnecting global terrestrial network, bolstered by on-the-ground local support from more than 40 countries. Speedcast services customers in sectors such as commercial maritime, cruise, energy, mining, government, NGOs, enterprise, and media. SpeedCast International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32243) on April 23, 2020. At the time of the filing, the Debtors each had estimated assets of between $500 million and $1 billion and liabilities of the same range. Judge David R. Jones oversees the cases. Speedcast is advised by Weil, Gotshal & Manges LLP as global legal counsel and Herbert Smith Freehills as co-counsel. Michael Healy of FTI Consulting, Inc., is Speedcast's Chief Restructuring Officer, and FTI Consulting, Inc., is Speedcast's financial and operational advisor. Moelis Australia Advisory Pty Ltd and Moelis & Company LLC are Speedcast's investment bankers. KCC is Speedcast's claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Hogan Lovells US, LLP. On August 13, 2020, the Debtor received a $395 million equity commitment from Centerbridge Partners, L.P. and its affiliates, one of its largest lenders. SPEEDCAST INT'L: Unsecureds to Get Share of Litigation Trust ------------------------------------------------------------ SpeedCast International Limited and its Debtor Affiliates filed the Third Amended Joint Chapter 11 Plan dated January 21, 2021. CACIB's Claim of $800,000, referred to as the Priority Recovery Amount in the CACIB Settlement Agreement, is deemed Allowed, and was deemed Allowed pursuant to the CACIB Settlement Order. On the Effective Date, CACIB will receive, in full and final satisfaction, compromise, settlement, release, and discharge of and in exchange for the Priority Recovery Amount, Cash in an amount of $800,000. Class 4A consists of Unsecured Trade Claims. On the Effective Date, or as soon as reasonably practicable thereafter, except to the extent that a holder of an Allowed Unsecured Trade Claim agrees or has agreed to different treatment in full and final satisfaction, settlement, release, and discharge of and in exchange for each Allowed Unsecured Trade Claim, each holder of an Allowed Unsecured Trade Claim shall receive its Pro Rata share of the Trade Claim Cash Amount in Cash. Class 4B consists of Other Unsecured Claims. Each holder of an Allowed Other Unsecured Claim shall receive its Pro Rata share of the Litigation Trust Distributable Proceeds from the Litigation Trust as and when provided for in the Litigation Trust Agreement. For the avoidance of doubt, this Class 4B (Other Unsecured Claims) shall include the Syndicated Facility Deficiency Claim. On the Effective Date, all Parent Interests shall be deemed valueless, shall not receive or retain any property or distribution under the Plan and shall be discharged, cancelled, released, and extinguished. On the Effective Date, at the option of the Reorganized Debtors, in consultation with the Plan Sponsor, all Allowed Intercompany Interests shall either remain unaffected by the Plan and continue in place or be cancelled (or otherwise eliminated) and holders of such cancelled Intercompany Interests shall not receive or retain any property under the Plan. Plan distributions of Cash shall be funded from the Debtors' Cash on hand as of the applicable date of such Plan Distribution and from the proceeds of the Direct Investment. The provisions of the Plan and the Settlement Agreement shall constitute a good faith compromise and settlement of all Claims, Interests and controversies relating to the contractual, legal and subordination rights that a holder of a Claim or Interest may have with respect to any Allowed Claim or Allowed Interest or any Plan Distribution on account thereof. The comprehensive compromise and settlement will be binding on the Debtors, the Reorganized Debtors, and the Speedcast Entities, as applicable, on all Persons who have asserted or could assert any potential Causes of Action, the Creditors' Committee, the Class 3 Trustee or Litigation Trustee, as applicable, the Prepetition Lenders, and the Prepetition Secured Parties concerning such claims compromised and settled under the Plan. The Plan shall be implemented through a substantive consolidation of the assets and liabilities of certain Debtors. The Confirmation Order will contain findings supporting the conclusions providing for limited substantive consolidation for purposes of distribution to holders of Claims and Interests at the Substantively Consolidated Debtors on the terms of the Plan. A full-text copy of the Third Amended Joint Plan dated Jan. 21, 2021, is available at https://bit.ly/3csEyAN from PacerMonitor.com at no charge. Counsel for the Debtors: WEIL, GOTSHAL & MANGES LLP Alfredo R. Pérez Brenda L. Funk Stephanie N. Morrison 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimile: (713) 224-9511 - and - WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer David N. Griffiths 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 Facsimile: (212) 310-8007 About SpeedCast International Headquartered in New South Wales, Australia, SpeedCast International Limited and its affiliates provide remote and offshore satellite communications and information technology services. SpeedCast's fully-managed service is delivered to more than 2,000 customers in 140 countries via a global, multi-access technology, multi-band, and multi-orbit network of more than 80 satellites and an interconnecting global terrestrial network, bolstered by on-the-ground local support from more than 40 countries. Speedcast services customers in sectors such as commercial maritime, cruise, energy, mining, government, NGOs, enterprise, and media. SpeedCast International and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case No. 20-32243) on April 23, 2020. At the time of the filing, the Debtors each had estimated assets of between $500 million and $1 billion and liabilities of the same range. Judge David R. Jones oversees the cases. Speedcast is advised by Weil, Gotshal & Manges LLP as global legal counsel and Herbert Smith Freehills as co-counsel. Michael Healy of FTI Consulting, Inc. is Speedcast's Chief Restructuring Officer, and FTI Consulting, Inc. is Speedcast's financial and operational advisor. Moelis Australia Advisory Pty Ltd and Moelis & Company LLC are Speedcast's investment bankers. KCC is Speedcast's claims and noticing agent. The Office of the U.S. Trustee appointed a committee to represent unsecured creditors in Debtors' bankruptcy cases. The committee is represented by Hogan Lovells US, LLP. On August 13, 2020, the Debtor received a $395 million equity commitment from Centerbridge Partners, L.P. and its affiliates, one of its largest lenders. SPENCER SPIRIT: Moody's Hikes CFR to B1 & Alters Outlook to Stable ------------------------------------------------------------------ Moody's Investors Service upgraded Spencer Spirit IH LLC's corporate family rating to B1 from B2, probability of default rating to B1-PD from B2-PD, and senior secured term loan rating to B1 from B2. The outlook was changed to stable from negative. The upgrades and change in outlook to stable reflects the company's strong performance in 2020 in both Spirit Halloween and Spencer's despite headwinds from pandemic-driven store closures and social distancing restrictions. Credit metrics improved significantly, including Moody's-adjusted debt/EBITDA of 2.8 times and EBIT/ interest expense of 3.9 times for the twelve month period ended November 7, 2020. While Moody's expects operating performance to weaken in 2021 as a result of a less favorable Halloween day of the week, credit metrics will remain solid. The rating actions also reflect liquidity improvement as a result of the company's outperformance in 2020 and despite the dividend distribution in Q4 2020. Moody's took the following rating actions for Spencer Spirit IH 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 B1 (LGD4) from B2 (LGD4) Outlook, Changed To Stable From Negative RATINGS RATIONALE Spencer Spirit's B1 CFR is supported by the company's solid execution, which has driven consistent revenue growth in Spirit Halloween sales over the past 15 years and good recent performance in Spencer Gifts despite mall traffic challenges. The rating is also supported by the company's relatively low funded debt/EBITDA compared to similarly rated retail peers, at 1.8 times. Moody's expects Spencer Spirit to have good liquidity over the next 12-18 months, including high cash balances except for peak seasonal working capital periods, a lack of near-term maturities, and reduced revolver reliance in peak borrowing periods. The rating is constrained by Spencer Spirit's limited scale and significant reliance on mall traffic and discretionary spending by 18-24 year-olds in Spencer Gifts. The company is catching up with digital and omnichannel investments, which had been lagging, and remains exposed to the secular shift to online spending. In addition, Moody's expects revenues and earnings to decline in 2021 relative to the strong performance in 2020, as a result of lower store productivity in Spirit Halloween given day-of-week variations (from Saturday to Sunday). As a result, lease-adjusted leverage is expected to increase to 3.4-3.7 times from 2.8 times. Spencer Spirit's very high seasonality, with the vast majority of earnings and cash flow generated in the third quarter, also constrains its credit profile. As a retailer, the company also needs to make ongoing investments in social and environmental drivers, including responsible sourcing, product and supply sustainability, privacy and data protection. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if operating performance deteriorates, particularly outside of expected day-of-week Halloween fluctuations, if liquidity weakens or the company undertakes more aggressive financial strategies. Quantitatively, the ratings could be downgraded if debt/EBITDA is sustained above 4.0 times or EBIT/interest is below 2 times. An upgrade would require a significant increase in scale and diversification that would reduce seasonality, while maintaining very good liquidity and sustained earnings growth in both Spencer's and Spirit stores. An upgrade would require a commitment to more conservative financial strategies, such that debt/EBITDA is sustained below 3.0 times and EBIT/interest expense above 3.0 times. Spencer Spirit IH LLC (Spencer Spirit) is an intermediate holding company of Spencer Gifts, LLC and Spirit Halloween Superstores LLC. The company operated 670 Spencer's and 1,403 Spirit stores during the last-twelve-month period ending November 7, 2020, and generated revenue of approximately $1.1 billion. Spencer Spirit is predominantly owned by senior management and employees. The principal methodology used in these ratings was Retail Industry published in May 2018. SRAM LLC: Moody's Completes Review, Retains B1 CFR -------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of SRAM, LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. SRAM, LLC's B1 Corporate Family Rating reflects its relatively narrow product focus in bicycle component parts and susceptibility to discretionary consumer spending. SRAM's credit metrics need to be stronger than similarly-rated consumer durables companies because of its product concentration, exposure to cyclical variations in earnings and cash flows, and history of aggressive financial strategies. The company benefits from good geographic diversification, good market position within the bicycle component industry driven by high product quality and innovation, solid product portfolio within the niche premium bicycle component segment, and strong brand recognition among bike enthusiasts and dealers. The principal methodology used for this review was Consumer Durables Industry published in April 2017. ST ANNE'S RETIREMENT: Fitch Affirms BB+ on 2020/2021 Revenue Bonds ------------------------------------------------------------------ Fitch Ratings has affirmed its 'BB+' rating on the following bonds issued on behalf of Saint Anne's Retirement Community (SARC): -- $36.3 million Lancaster County Hospital Authority revenue bonds, series 2020. -- $15.3 million Lancaster County Hospital Authority revenue bonds, series 2012. The Rating Outlook is Stable. SECURITY The bonds are secured by a pledge of the gross revenues of the obligated group, mortgage interest in certain properties and a master debt service reserve fund. KEY RATING DRIVERS Sufficient Occupancy Levels: In fiscal 2020, SARC maintained solid census in its independent living units (ILUs) and assisted living units (ALUs), averaging 95% and 94% occupancy, respectively. However, the coronavirus pandemic has created challenges for external admissions for the skilled nursing facility (SNF) beds and memory care units (MCUs). As a result, average SNF census was down to 81% and average MCU occupancy fell to 65% as of Dec. 31, 2020 (fiscal YE June 30). Management expects these lower levels to remain steady in the near term but improve by fiscal YE21. Although Fitch does not view recent SNF and MCU softness as a credit concern at this time, it will continue to monitor these statistics. The majority (approximately 67%) of SARC's service offerings are also ILUs and ALUs, which have continued to trend well, so current lower occupancy levels in the SNF and MCUs have not materially impacted operations thus far. SARC also maintains a robust waitlist of 222 people, which shows demand from prospective ILU residents is still strong. Adequate Financial Profile: SARC has a track record of consistent operating results and stable balance sheet metrics that are sufficient for its current rating. Managing the pandemic's operational pressures has been challenging for SARC, but key performance indicators remain consistent with historical results. Over the last three fiscal years, SARC has averaged a 95.7% operating ratio, a 9.9% net operating margin (NOM) and a 1.7% excess margin, all of which compare favorably to Fitch's below investment grade (BIG) category medians of 101.2%, 4.8% and negative 5.5%, respectively. Fiscal 2020 and Fiscal 2021 YTD performance is also supported by roughly $900,000 of government stimulus payments and a Paycheck Protection Program (PPP) loan of over $2 million that management expects to be forgiven. However, liquidity and capital ratios are somewhat softer, albeit still adequate, due to recent capital raises for expansion projects. As of Sept. 30, 2020, cash-to-debt was 23.1%, days' cash on hand (DCOH) was 236, and pro forma maximum annual debt service (MADS) as a percentage of revenue was 16.2%, which were mixed compared to Fitch's BIG category medians of 30.0%, 307 and 16.4%, respectively. Fitch expects that new units financed with recent borrowing proceeds will generate solid demand and new cash flow, improving SARC's operational performance and balance sheet indicators in the coming years. Continued Successful Capital Expansion: SARC is nearly finished with Phase II of its two-phase ILU expansion project. Phase I comprised 54 new ILUs that are currently about 95% occupied, and Phase II will add another 30 ILUs. Management projects that the units will be completed by the end of January 2021 and ready for occupancy roughly one month later. Demand for Phase II units looks strong thus far, as 16 apartments are already presold and management anticipates a total of 27 units will be filled by June 2021. Fitch believes SARC will continue to sell and eventually fill new units based on current demand indicators and incrementally grow its balance sheet once the project stabilizes in the near term. Limited Debt Capacity: SARC's pro forma debt burden is still manageable but somewhat elevated. The series 2020 financing increased debt to net available to 16.9x from 13.0x between fiscal 2019 and fiscal 2020, which is higher than the BIG median of 11.8x. Additionally, assuming fiscal 2020 operating performance and pro forma MADS, debt service coverage is just above 1.0x. While this is relatively low, Fitch views this as sufficient as SARC shows an ability to cover new debt obligations even with just existing operations. Fitch's method of calculating historical pro forma coverage does not comport with any covenant requirements, but it is a conservative measure of cash flow generation. However, based on third-party projections, project stabilization results in an improvement of up to 1.2x. While SARC does not intend to issue more debt in the near term, any additional borrowing would place negative pressure on the 'BB+' rating. Asymmetric Additive Risk Considerations: No asymmetric risk factors affected this rating determination. RATING SENSITIVITIES Factors that could, individually or collectively, lead to positive rating action/upgrade: -- Liquidity metrics such as DCOH and cash-to-debt improve to roughly 350 days-400 days and 50%-55%. -- Successful completion of Phase II and sustained high occupancy for existing units resulting in improved cash flow metrics and a stronger ability to cover pro forma debt service, whereby the operating ratio falls to roughly 95%-98%, average NOM increases to 20%-25% and coverage improves to 1.5-2.0x at stabilization. Factors that could, individually or collectively, lead to negative rating action/downgrade: -- Fitch expects liquidity to continue to improve, but if DCOH falls below roughly 200 or cash-to-debt drops below 15%-18%, there could be negative rating pressure. -- While Fitch views Phase II presales as solid so far, any stabilized occupancy issues could impair SARC's ability to sufficiently cover and improve pro forma debt service at approximately 1.2x, also resulting in negative pressure. BEST/WORST CASE RATING SCENARIO International scale credit ratings of Sovereigns, Public Finance and Infrastructure 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 three 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. CREDIT PROFILE SARC is a Type-C continuing care retirement community located outside of Columbia, PA in the Township of West Hempfield, which is approximately 35 miles southwest of Harrisburg and 10 miles west of Lancaster. SARC is sponsored by the Religious Congregation of Sisters of the Adorers of the Blood of Christ, United States Region (ASC). SARC's facilities consist of 126 ILUs (37 cottages and 89 apartments), 51 personal care ALUs, a 51-bed MCU and a 61-bed SNF. SARC primarily offers fee-for-service contracts, with 30% refundable, 60% refundable and fully amortizing entrance fee plans available for all villa and cottage residents. For ILU apartments, SARC offers primarily rental contracts, which require a one-time community fee upon entry. In fiscal 2020, SARC reported total operating revenues of $19.7 million, of which 63.0%, 20.9% and 14.9% came from the SNF beds, ALUs and ILUs, respectively. ESG CONSIDERATIONS Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. STANLEY-TRAFTON: Addresses Underwood-Briskin Disclosures Objection ------------------------------------------------------------------ Stanley-Trafton Holdings, LLC, filed a Revised Disclosure Statement on Jan. 27, 2021. In response to the objection to the adequacy of the Disclosure Statement filed by Underwood-Briskin, the Debtor provides the following supplemental information to all parties-in-interest: (1) The Debtor's valuation of 431 Brownfield Rd. is based on Matthew Pines' knowledge of the real property and his familiarity with the market for similar properties. The Debtor may support its asset valuations with additional testimony as needed, including from an expert, at confirmation. Parties are advised that the Bankruptcy Court may determine that the value of 431 Brownfield Rd. is higher or lower than the Debtor's valuation, and the ultimate valuation of 431 Brownfield Rd. may affect confirmation of the Plan. (2) The Debtor is working to retain an appraiser to value 481 Brownfield Rd. The Debtor believes that the on-going COVID pandemic and the adversarial nature of the relationship with Underwood-Briskin is contributing to its difficulty in hiring an appraiser. The Debtor further understands that Underwood-Briskin has experienced similar challenges in hiring an appraiser. (3) The Debtor has considered alternatives other than those proposed in the Plan for how to use 481 Brownfield Rd. In that analysis, the Debtor has considered the protective covenants that would encumber 481 Brownfield Rd. upon the failure of the Debtor or its successor to use the land exclusively for a children's summer camp or other, similar educational activities. The Debtor also has considered the likelihood of profitable summer camp operations in 2021 and beyond, and the long-term benefits to the Debtor of maintaining the existing lease relationship with MPR. It is the Debtor's position that the use of 481 Brownfield Rd as proposed in the Plan, including the lease with MPR, constitutes the best short- and long-term use for 481 Brownfield Rd. and is in the best interests of the Debtor and parties-in-interest. (4) The Debtor has carefully considered the Lease with MPR. The Debtor's position is that the terms of the Lease are fair and are sufficient to make all payments under the Plan, including paying the Allowed Claims of Underwood-Briskin in full. (5) The Debtor understands that MPR's financial projections are based on past financial performance of the summer camp. The Debtor believes that MPR's financial projections are reasonable and likely to be met after confirmation of MPR's plan. The Debtor anticipates presenting testimony from Matthew Pines at confirmation to establish feasibility and other confirmation issues. Consistent with its position throughout this case, the Debtor does not believe that hiring a financial advisor is necessary because of the added costs and because the primary cause of the Debtor's financial position was the COVID-19 pandemic, which the Debtor believes will be abated in future months and years based on, among other factors, safe social distancing protocols and availability of vaccines. In addition, the Debtor has and will continue to work closely with its experienced bankruptcy counsel to evaluate its financial situation and reorganize its business. (6) The Debtor believes that restricting actions against guarantors through the Plan will further the Debtor's successful reorganization by allowing the guarantors to focus on reorganizing the Debtor's business and meeting the Debtor's Plan obligations without distractions and additional expenses from guarantor litigation. Parties are advised that Underwood-Briskin will object to this relief at confirmation. It is the Debtor's position that the Plan is confirmable with this restriction, but the Plan also is confirmable if the restriction is removed or not approved by the Bankruptcy Court. (7) Parties are advised that Underwood-Briskin has requested that the Debtor transfer the Debtor's sole asset, 481 Brownfield Rd., to Underwood-Briskin, along with all post-petition rent paid by MPR to the Debtor, in full satisfaction of Underwood-Briskin's claims. For further details on this offer, parties should refer to D.E. 48-1 in the Debtor's bankruptcy case. Parties are advised that Debtor will not accept Underwood-Briskin's offer. The Debtor believes that, among its many other shortcomings, Underwood-Briskin's effort to take 481 Brownfield Rd. from the Debtor would deprive the Debtor of any opportunity to reorganize and would prevent the Debtor from repaying all creditors in full as would occur if the Plan is confirmed. The Debtor believes that confirmation of the Plan is in the best interests of all parties because the Plan provides for payment in full to all creditors while also preserving equity in the Debtor and ensuring that the summer camp continues to operate for the benefit of campers and their families into the future. All parties are advised that Underwood-Briskin may raise the foregoing and other objections to confirmation of the Plan. It is the Debtor's position that the Plan is confirmable as proposed, and the Debtor will strongly contest any efforts from Underwood-Briskin to prevent confirmation of the Plan. A full-text copy of the Revised Disclosure Statement dated January 27, 2021, is available at https://bit.ly/3a7rMoc from PacerMonitor.com at no charge. Attorney for Debtor: Kaitlyn M. Husar, Esq. D. Sam Anderson, Esq. Adam R. Prescott, Esq. BERNSTEIN, SHUR, SAWYER & NELSON 100 Middle Street, P.O. Box 9729 Portland, ME 04104 Telephone: (207) 774-1200 Facsimile: (207) 774-1127 About Stanley-Trafton Stanley-Trafton Holdings, LLC, is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). It owns approximately 40 acres of real property on Stanley Pond on the border of Porter and Hiram, Maine, on which an affiliate, MPR Summers Inc. ("MPR"), operates Maine Teen Camp, Maine's only accredited camp for adolescents. In May of 2020 during the initial surge of the COVID pandemic, in consultation with medical and industry experts, camper families, and professional colleagues, the Debtor and MPR made the decision to suspend the summer 2020 camp season out of concern for the health of campers, staff, and the community. Stanley-Trafton Holdings, LLC, sought Chapter 11 protection (Bankr. D. Maine Case No. 20-20389) on Oct. 20, 2020. The Debtor was estimated to have $1 million to $10 million in assets and liabilities as of the bankruptcy filing. BERNSTEIN, SHUR, SAWYER & NELSON, P.A., led by Adam R. Prescott, is the Debtor's counsel. STEPS AMERICA: Seeks to Hire Eric A. Liepins as Counsel ------------------------------------------------------- Steps America, Inc. seeks authority from the U.S. Bankruptcy Court for the Eastern District of Texas to hire Eric A. Liepins, P.C. as its legal counsel. The Debtor requires legal assistance to orderly liquidate its assets, reorganize the claims of the estate, and determine the validity of claims asserted against the estate. The firm will be paid at these rates: Eric Liepins, Esq. $275 per hour Paralegals/Legal Assistants $30 - $50 per hour Liepins received a retainer of $5,000, plus the filing fee. The firm will also be reimbursed for out-of-pocket expenses incurred. Eric Liepins, Esq., disclosed in court filings that his firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Eric A. Liepins, Esq. Eric A. Liepins, P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Telephone: (972) 991-5591 Facsimile: (972) 991-5788 Email: eric@ealpc.com About Steps America Inc. Steps America, Inc., which conducts business under the namen Home Floors, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No. 21-40065) on Jan. 15, 2021, listing $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Brenda T Rhoades oversees the case. Eric A. Liepins, Esq., serves as the Debtor's counsel. STONEMOR INC: Moody's Upgrades CFR to Caa1 on Revenue Growth ------------------------------------------------------------ Moody's Investors Service upgraded StoneMor Inc.'s corporate family rating to Caa1 from Caa2, probability of default rating to Caa2-PD from Caa3-PD and senior secured notes due 2024 to Caa1 from Caa2. The Speculative Grade Liquidity rating is SGL-3. The rating outlook remains stable. "Anticipated revenue growth in 2021 and cost-management-driven EBITDA margin expansion completed during 2020 should enable some free cash flow and a decline in debt to EBITDA down toward 6.0 times by year end, driving the CFR upgrade to Caa1," said Sean Cray, Moody's Analyst. Cray continued: "Despite significant pressure from second quarter coronavirus related lockdown pressures, we expect StoneMor's revenue will increase year over year in 2021, buoyed by increased sales and coronavirus-caused death increases in the second half of the year." RATINGS RATIONALE The Caa1 CFR reflects Moody's expectation for improved operational and financial performance in 2021, leading to substantially improved credit metrics on an accrual basis for the full year. Moody's anticipates debt to accrual EBITDA (reflecting Moody's standard adjustments, as well as adding deferred revenues and deducting deferred expenses) around 6.5 times and accrual EBITDA less capital expenditures to interest expense of over 1.25 times. However, financial leverage and interest coverage without adjusting for deferrals are expected to remain weak for the next 12 to 18 months. Moody's expects free cash flow will be positive in 2021, driven by profit margin expansion from cost containment measures adopted in 2020 and stabilized pre-need and at-need contract sales. The rating is supported by a national portfolio of cemetery properties and an over $900 million backlog of pre-need cemetery and funeral sales. StoneMor is controlled by a private financial sponsor affiliate, so Moody's anticipates aggressive financial strategies, including the use of free cash flow and debt proceeds to fund acquisitions and shareholder returns. The rapid and wide spread of the coronavirus pandemic and weak global economic outlook are creating a severe and extensive credit shock across many sectors, regions and markets. The combined credit effects of these developments are unprecedented. Moody's regards the coronavirus pandemic as a social risk under our ESG framework, given the substantial implications for public health and safety. The Caa2-PD PDR reflects the Caa1 CFR and Moody's anticipation of a higher than average overall recovery at default given StoneMor's debt capital structure, which features one set of secured creditors with tight financial covenants that could lead to a rapid default in the event that the company's operating and financial performance do not improve. The Caa1 rating on the senior secured notes reflects the Caa2-PD PDR and an LGD assessment of LGD3, reflecting its senior position in Moody's priority of claims at default relative to unsecured trade creditors. The notes are secured by all assets of StoneMor and are guaranteed on a secured basis by all of its material operating subsidiaries. The SGL-3 Speculative Grade Liquidity rating reflects StoneMor's adequate liquidity profile, featuring $44 million of unrestricted cash as of September 30, 2020. Moody's expects positive free cash flow of between $10 and $15 million in 2021. The senior secured notes due June 2024 pay quarterly interest at either a fixed rate of 9.875% per annum in cash, or, at StoneMor's periodic option through January 30, 2022, a fixed rate of 7.50% per annum in cash plus a fixed rate of 4.00% per annum payable in kind. StoneMor has stated it intends to pay full cash interest starting in the fourth quarter 2020, dependent on market conditions. The senior secured notes include certain financial covenants with which StoneMor may not be in compliance with if operating results decline. These include a minimum asset coverage ratio and a minimum interest coverage ratio (as defined) of 0 times for the twelve months ended December 31, 2020, stepping up to 0.75 times for the twelve months ended in the first quarter 2021, and 1.10 times for the LTM ending in second quarter, stepping up to 1.35 times and 1.45 times for the third and fourth quarters, respectively. The stable outlook reflects Moody's expectations for margin improvements and a stabilized revenue base. Moody's also expects StoneMor to maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's anticipates: (1) debt to accrual EBITDA below 5.5 times, (2) breakeven to modestly positive free cash flow on a sustainable basis, (3) improved financial flexibility from a longer debt maturity profile, and (4) balanced financial strategies. The ratings could be downgraded if Moody's expects: (1) revenue, profitability rates or free cash flow to decline, (2) a decline in the value of StoneMor's assets, including its preneed cemetery sales backlog, (3) liquidity will deteriorate or (4) more aggressive financial strategies. Upgrades: Issuer: StoneMor Inc. Corporate Family Rating, Upgraded to Caa1 from Caa2 Probability of Default Rating, Upgraded to Caa2-PD from Caa3-PD Senior Secured Regular Bond/Debenture, Upgraded to Caa1 (LGD3) from Caa2 (LGD3) Outlook Actions: Issuer: StoneMor Inc. Outlook, Remains Stable StoneMor, Inc. (NYSE: STON), based in Trevose, PA and controlled by affiliates of Axar Capital Management L.P., is a provider of funeral and cemetery products and services in the United States and Puerto Rico. As of September 30, 2020, StoneMor operated 318 cemeteries and 86 funeral homes. The company owns 288 of these cemeteries and operates the remaining 30 under long-term management agreements with non-profit cemetery corporations that own the cemeteries. Moody's expects StoneMor will book GAAP revenues of nearly $300 million in 2020. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. SUMMIT GAS: Gets OK to Hire Ken McCartney as Co-Counsel ------------------------------------------------------- Summit Gas Resources, Inc. received approval from the U.S. Bankruptcy Court for the District of Wyoming to hire the Law Offices of Ken McCartney, P.C. McCartney will serve as co-counsel with Karpan and White, P.C., the other firm handling the Debtor's Chapter 11 case. The firm's legal services will be provided mainly by Ken McCartney, Esq., who will be paid at the rate of $365 per hour. His paralegal staff will be paid $95 per hour. Mr. McCartney has no adverse connections with the bankruptcy estate and has no connections with creditors or any other party-in-interest, according to court papers filed by the firm. The attorney can be reached at: Ken McCartney, Esq. The Law Offices of Ken McCartney, P.C. Post Office Box 1364 Cheyenne, WY 82003 Telephone: (307) 635-0555 Email: bnkrpcyrep@aol.com About Summit Gas Resources Summit Gas Resources, Inc., a company engaged in the business of extracting coal bed methane gas, filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Wyo. Case No. 20-20377) on July 31, 2020. Peter G. Schoonmaker, president and chief executive officer, signed the petition. At the time of filing, the Debtor disclosed $33,796,099 in assets and $13,319,648 in liabilities. Karpan and White, P.C. and the Law Offices of Ken McCartney, P.C. serve as the Debtor's legal counsel. TAILORED BRANDS: Seeks to Hire CBRE Inc. as Real Estate Broker -------------------------------------------------------------- Tailored Brands, Inc. and its affiliates seek approval from the U.S. Bankruptcy Court for the Southern District of Texas to hire real estate broker, CBRE, Inc., to assist in the sale of two distribution centers in Houston. CBRE will receive a brokerage fee equal to 2 percent of the gross sale price. Peter Mainguy, senior managing director at CBRE, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Peter Mainguy CBRE, Inc. 2800 Post Oak Blvd. Houston, TX 77056 Phone: +1 713 8810941 Email: Peter.Mainguy@cbre.com About Tailored Brands Tailored Brands, Inc., (NYSE: TLRD) is an omni-channel specialty retailer of menswear, including suits, formal wear and a broad selection of polished and business casual offerings. It delivers personalized products and services through its convenient network of over 1,400 stores in the United States and Canada as well as its branded e-commerce websites at http://www.menswearhouse.com/and http://www.josbank.com.Its brands include Men's Wearhouse, Jos. A. Bank, Moores Clothing for Men and K&G. Tailored Brands reported a net loss of $82.28 million for the year ended Feb. 1, 2020, compared to net earnings of $83.24 million for the year ended Feb. 2, 2019. As of Feb. 1, 2020, Tailored Brands had $2.42 billion in total assets, $2.52 billion in total liabilities, and a total shareholders' deficit of $98.31 million. On Aug. 2, 2020, Tailored Brands and its subsidiaries sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-33900). As of July 4, 2020, Tailored Brands disclosed $2,482,124,043 in total assets and $2,839,642,691 in total liabilities. The Hon. Marvin Isgur is the case judge. The Debtors tapped Kirkland & Ellis LLP as general bankruptcy counsel; Jackson Walker L.L.P., Stikeman Elliot LLP and Mourant Ozannes as co-bankruptcy counsel; PJT Partners LP as financial advisor; Alixpartners, LLP as restructuring advisor; Deloitte & Touche LLP as auditor, and A&G Realty Partners, LLC as the real estate consultant and advisor. Prime Clerk LLC is the claims agent. TEMPO ACQUISITION: Moody's Puts B2 CFR Under Review for Upgrade --------------------------------------------------------------- Moody's Investors Service placed Tempo Acquisition, LLC's (d/b/a Alight Solutions, "Alight") B2 corporate family rating, B2-PD probability of default rating, and B1 instrument ratings on Alight's first-lien senior secured debt, consisting of a $250 million revolver, a $2.62 billion term loan, and $300 million of senior secured first-lien notes, under review for upgrade. The rating action stems from the company's January 25th announcement that it has entered into a definitive business combination agreement with Foley Trasimene Acquisition Corp. ("Foley Trasimene"), a special purpose acquisition company, or SPAC, through which Alight will become a publicly traded company with substantially reduced leverage. Monies from cash on hand in the SPAC, from a forward purchase agreement with SPAC shareholders, and from a PIPE investment from numerous institutional investors will be used to take Alight public, pay a $1.00 billion dividend to Alight shareholders, pay down $1.86 billion of Alight's $4.14 billion of funded debt, and meet transaction expenses. Alight's senior unsecured notes ratings are unchanged. Since Alight plans to pay down its $1.23 billion of unsecured debt in its entirety, Moody's anticipates withdrawing the notes' (Caa1) rating upon closing of the SPAC transaction, which is expected in the second quarter of 2021 and which is subject primarily to approval by Foley Trasimene stockholders. Moody's is therefore taking no rating action on the notes. The balance of the planned debt paydown will be allocated towards a $634 million portion of Alight's term loan debt, while all of the $300 million pari passu secured senior notes will remain in place. Alight's ratings outlook, currently negative, is under review as well. On Review for Upgrade: Issuer: Tempo Acquisition, LLC Corporate Family Rating, Placed on Review for Upgrade, currently B2 Probability of Default Rating, Placed on Review for Upgrade, currently B2-PD Senior Secured Bank Credit Facility, Placed on Review for Upgrade, currently B1 (LGD3) Senior Secured Regular Bond/Debenture, Placed on Review for Upgrade, currently B1 (LGD3) Outlook Actions: Issuer: Tempo Acquisition, LLC Outlook, Changed To Rating Under Review From Negative RATINGS RATIONALE Moody's bases the review for upgrade on Alight's markedly improved leverage, liquidity, and free cash flow profile after it reduces funded debt by 45% using proceeds from the SPAC transaction. Pro-forma for the transaction, Moody's-adjusted debt-to-EBITDA leverage as of year-end 2020 would decline to 4.8 times, from close to 8.0 times. Since most of the repaid debt consists of the most expensive, unsecured notes, interest expense will be cut by more than half, leading to Moody's-anticipated free cash flow of from $175 million to $200 million, or high-single-digit percentages of total debt. EBITA coverage of interest would double, to at least 3.5 times. In additiona, balance sheet cash would be exceptionally strong, accumulating steadily towards a billion dollars by 2022, from about $450 million currently. Moody's views governance considerations as integral to our ratings action. Alight would be a publicly traded company, with less than 50% private equity ownership. Post-transaction, Alight's eight-member board is expected to consist of three directors appointed by Foley Trasimene and three appointed by Blackstone (the largest current owner among a consortium of PE investors), Alight CEO Stephan Scholl, and one additional independent director. A majority of the directors will be independent, consistent with the applicable listing rules. During its review, Moody's will consider: i) how closely the terms of the final SPAC transaction mirror the January 25th-announced deal; ii) the successful completion of the planned debt repayments; iii) the final composition of public versus private equity ownership in the publicly listed entity; iv) Alight's ongoing operational performance in the face of the opportunities and challenges posed by current, profound socio-economic forces acting upon Alight and its customers, and; v) Alight's financial policy and growth strategy as a public entity. Alight enjoys a long-term-contract-driven revenue model, and a $2.5 billion revenue base supported by a large, diverse set of customers whose largely white-collar employees have been generally insulated from the COVID pandemic's impacts. Its employee-benefits services constitute critical, embedded functions within its customers' operations. Given these stabilizing factors and the magnitude of the leverage, free-cash-flow and liquidity improvements, Moody's could consider up to a two-notch upgrade to Alight's CFR as Moody's complete its review. However, because subordinated debt is expected to be eliminated from the capital structure, first-lien debt would no longer benefit from the ratings support junior debt otherwise provides. As such, Moody's Loss Given Default ("LGD") methodology would likely dictate that the first-lien debt's instrument ratings would not improve in step with the change in CFR, but would likely be placed at the same level as the CFR. Moody's views Alight's liquidity as good. Year-end 2020 cash will have built to nearly $450 million, exclusive of any pro-forma reshuffling of cash related to the SPAC transaction. With Moody's-anticipated annual free cash growing towards $200 million, accumulating cash balances will be exceptionally strong, barring acquisitions or dividends. Borrowings under the $250 million revolver are subject to compliance with a net secured leverage ratio of 7.5 times if utilization exceeds 35%, but cash balances will likely preclude the revolver from being drawn down. Tempo Acquisition, LLC (d/b/a Alight Solutions) is a leading provider of outsourced healthcare and retirement benefits administration services and human resources technology solutions. Affiliates of The Blackstone Group acquired Tempo from Aon PLC in 2017. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. TEMPUR SEALY: Moody's Completes Review, Retains Ba3 CFR ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of Tempur Sealy International Inc. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Tempur Sealy's Ba3 Corporate Family Rating reflects its balanced financial policies, discretionary nature of products, and sensitivity to the housing market, macroeconomic conditions, and consumer discretionary spending. Tempur Sealy's credit profile is constrained by the declines in profitability and cash flows experienced during economic downturns. The rating also incorporates the Company's strong market position, brand strength, product innovation, breadth of products in varying pricing points, and diverse omnichannel approach. The principal methodology used for this review was Consumer Durables Industry published in April 2017. THUNDER RAIN: Case Summary & 4 Unsecured Creditors -------------------------------------------------- Debtor: Thunder Rain Holdings, LLC dba 3 Crosses Ranch 12750 Pelzel Road Pilot Point, TX 76258 Chapter 11 Petition Date: February 1, 2021 Court: United States Bankruptcy Court Eastern District of Texas Case No.: 21-40163 Debtor's Counsel: Gary G. Lyon, Esq. BAILEY AND LYON, ATTORNEYS AT LAW Attn: Gary G. Lyon 6401 W. Eldorado Parkway McKinney, TX 75070 Tel: (214) 620-2034 Fax: (469) 521-7219 E-mail: glyon.attorney@gmail.com Total Assets: $2,281,753 Total Liabilities: $2,543,976 The petition was signed by James C. O'Connor, managing member. A copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/MWOP4OY/Thunder_Rain_Holdings_LLC__txebke-21-40163__0001.0.pdf?mcid=tGE4TAMA TIGER OAK: Seeks Use of Cash Collateral Thru Feb. 4 --------------------------------------------------- Edwin H. Caldie, as chapter 11 trustee for debtor Tiger Oak Media, Incorporated, asks the U.S. Bankruptcy Court for the District of Minnesota for an expedited hearing and approval of the Stipulation for Use of Cash Collateral, entered into between the Trustee and Choice Financial Group. The Court will hold a hearing on the Motion for expedited hearing and on the portion of the Motion seeking an interim order at 9:30 a.m. on Wednesday, February 3, 2021. The Trustee requests authorization to use cash collateral through February 4, 2021, pursuant to the cash flow statement contained in the Stipulation. The Trustee's use of cash collateral is essential to the continued business operations of the estate and irreparable harm would result if the Trustee is deprived of the ability to use cash collateral on an interim basis. The Trustee needs the use of cash collateral to, among other things, pay their more than 30 employees and contractors payroll and continue operations and generating revenue. Pursuant to Local Rule 9019-1(d), the Trustee believes that all parties entitled to notice pursuant to Fed. R. Bankr. P. 4001(c), including Choice Financial Group, the Committee of Unsecured Creditors, and the Office of the United States Trustee, have consented to entry of an order approving the Stipulation. A copy of the motion is available for free at https://bit.ly/3an4vis from PacerMonitor.com. About Tiger Oak Media, Incorporated Tiger Oak Media, Incorporated, is a regional and national publisher of books, magazines, media and events that appeal to targeted audiences. Tiger Oak Media sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Minn. Case No. 19-43029) on Oct. 7, 2019. In the petition signed by its CEO Craig Bednar, the Debtor was estimated to have assets of less than $50,000 and liabilities of less than $10 million. The Hon. Michael E. Ridgway is the case judge. The Debtor tapped Steven Nosek, Esq. and Yvonne Doose, Esq., as bankruptcy attorneys; Lurie, LLP as accountant; and Integrated Consulting Services, LLC as financial consultant. The U.S. Trustee for Region 12 appointed creditors to serve on the official committee of unsecured creditors on Oct. 22, 2019. The committee tapped Bassford Remele, P.A., as its legal counsel, and Platinum Management, LLC as its financial advisor. TIMPANO ACQUISITION: Seeks to Hire Shraiberg Landau as Counsel -------------------------------------------------------------- Timpano Acquisition, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to hire Shraiberg, Landau & Page, P.A. as its bankruptcy counsel. The firm's services will include: a. advising the Debtor generally regarding matters of bankruptcy law in connection with its Chapter 11 case; b. advising the Debtor of the requirements of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure, applicable bankruptcy rules, including local rules, pertaining to the administration of the case and U.S. Trustee Guidelines related to the daily operation of its business and administration of the estate; c. representing the Debtor in all proceedings before the court; d. preparing and reviewing legal documents; e. negotiating with creditors, preparing and seeking confirmation of a plan of reorganization and related documents, and assisting the Debtor in the implementation of a Chapter 11 plan; and f. other legal services. The firm will be paid at these rates: Attorneys $325 to $600 per hour Legal Assistants $275 per hour John E. Page, Esq. $550 per hour Joshua Lanphear, Esq. $350 per hour Tavistock Restaurants Upscale Group Holding, LLC, the Debtor's 100% owner, provided the firm with a $101,738 retainer. Mr. Page disclosed in a court filing that his firm neither holds nor represents interests adverse to the Debtor's estate. The firm can be reached through: John E. Page, Esq. Shraiberg, Landau & Page P.A. 2385 NW Executive Center Dr #300 Boca Raton, FL 33431 Phone: +1 561-443-0800 Email: jpage@slp.law About Timpano Acquisition Timpano Acquisition, LLC sought protection for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-10303) on Jan. 3, 2021, listing under $1 million in both assets and liabilities. John E. Page, Esq., at Shraiberg, Landau & Page P.A., is the Debtor's counsel. TIRES DIRECT: Case Summary & 18 Unsecured Creditors --------------------------------------------------- Debtor: Tires Direct, Inc. 6101 Ball Road, Suite 102 Cypress, CA 90630 Chapter 11 Petition Date: February 1, 2021 Court: United States Bankruptcy Court Central District of California Case No.: 21-10245 Judge: Hon. Scott C. Clarkson Debtor's Counsel: Ron Bender, Esq. LEVENE, NEALE, BENDER, YOO & BRILL LLP 10250 Constellation Blvd., Suite 1700 Los Angles, CA 90067 Tel: (310) 229-1234 Fax: (310) 229-1244 E-mail: rb@lnbyb.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Sanjeet Singh Veen, president and CEO. A copy of the petition containing, among other items, a list of the Debtor's 18 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/FOEUXIQ/Tires_Direct_Inc__cacbke-21-10245__0001.0.pdf?mcid=tGE4TAMA TIVITY HEALTH: Moody's Hikes CFR to B2 Following Debt Paydown ------------------------------------------------------------- Moody's Investors Service upgraded Tivity Health, Inc's Corporate Family Rating to B2 from B3 and its Probability of Default Rating to B2-PD from B3-PD. Concurrently, Moody's upgraded the company's senior secured credit facilities (revolver and term loans) to B2 from B3. Moody's also upgraded Tivity's Speculative Grade Liquidity Rating to SGL-1 from SGL-3. The rating outlook is stable. The upgrade reflects materially improved credit metrics following the $519 million debt paydown after the close of the sale of its Nutrition business in December 2020. Pro forma for the debt reduction, Moody's adjusted debt-to-EBITDA improved to about 3.2x from 4.3x for the trailing twelve months ended September 30, 2020. Post the divestiture, Tivity will focus on its healthcare business. Lower leverage and a sizable $100 million cash balance provides financial flexibility to manage operating challenges in the SilverSneakers and Prime Fitness businesses due to reduced gym visitation and Moody's expectation that rates from healthcare providers will be pressured along with lower consumer utilization of the company's programs. The healthcare business has been negatively impacted by the coronavirus pandemic since March 2020 as gym visitation by its members (mostly seniors above age 65) was reduced significantly. However, despite the challenge for its top line, given the nature of a portion of its contracts for the SilverSneakers program (paid as per member per month regardless of number of gym visits) as well as cost management initiatives, the company was able to show significant margin expansion with earnings for the Healthcare business remaining relatively flat in FY2020 vs FY2019 (per company's guidance). For FY2021, Moody's expects continued pressure for topline due to the ongoing coronavirus pandemic from continued depressed gym visitation through at least the first half of 2021. Moody's expects the recovery in visitation will pick up in the later part of 2021 once a higher share of the public has been vaccinated and the coronavirus pandemic subsides. Gym visitation by seniors is nevertheless likely to remain below pre-pandemic levels because of apprehension about being in social settings. Moody's expects the company will focus on expanding its digital offerings to keep its members engaged while at home. Moody's expects cost management will continue to mitigate some of the negative impact from volume declines in 2021 and expects debt-to-EBITDA leverage will remain in the mid 3.0x for 2021 because of continued debt reduction. The upgrade of the SGL rating to SGL-1 from SGL-3 reflects Moody's expectation for very good liquidity over the next year. The company has prepaid its mandatory amortization until March 2022 and bolstered the cash balance to approximately $100 million from the proceeds of the Nutrition divestiture, and the reduction in leverage improved cushion within the 5.75x net debt-to-EBITDA leverage covenant. The liquidity rating could decline when term loan amortization rolls into the forward 12-month window and due to step downs in the covenant to 5.25x in December 2020 and 4.75x in December 2021. Moody's took the following rating actions: Ratings Upgraded Issuer: Tivity Health, Inc. Corporate Family Rating, upgraded to B2 from B3 Probability of Default Rating, upgraded to B2-PD from B3-PD Gtd. senior secured facility (revolver, term loan A and term loan B), upgraded to B2 (LGD4) from B3 (LGD4) Speculative Grade Liquidity Rating, upgraded to SGL-1 from SGL-3 Outlook Actions: Issuer: Tivity Health, Inc. Outlook, revised to Stable from negative RATINGS RATIONALE The B2 CFR reflects Tivity's modest debt-to-EBITDA leverage of about 3.2x pro forma for the divestiture of the nutrition business for the trailing twelve months ended September 30, 2020 and Moody's expectation that leverage will be maintained in the mid 3.0x over the next year. The rating also reflects the company's modest scale, reduced business diversity and concentration in the Healthcare segment following the sale of Nutrisystem and South Beach Diet, as well as revenue concentration that the company's SilverSneaker program has to large health insurance companies which reimburse it for its services. The loss of one or more of these payors or reduction in rates would be a material headwind that would weaken revenue and earnings. New senior management is strategically focused on the healthcare business. Moody's nevertheless believes there is operating uncertainty given the reversal of business focus and the challenges to the SilverSneakers program from reduced utilization of the program and gyms as a result of the pandemic. However, the rating is supported by Tivity's established market position in fitness and health improvement programs for seniors through its SilverSneakers brand. SilverSneakers is a leading fitness program specifically designed for older adults, offered through Medicare Advantage and Medicare Supplement plans. Hence, for the SilverSneakers program, Tivity is paid by health insurance companies that offer Medicare Advantage programs. Favorable demographic trends in the US reflect an increasing number of seniors turning 65 and signing up and tapping into Medicare Advantage programs. This will expand the company's addressable market as the pool of individuals eligible to participate in the SilverSneakers programs increases. 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 Tivity 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 Moody's forecasts is unusually high. Moody's regards the coronavirus outbreak as a social risk under its ESG framework, given the substantial implications for public health and safety. Specifically, the weaknesses in Tivity's credit profile, including its exposure to continued social distancing measure in the US have left it vulnerable to shifts in market sentiment in these unprecedented operating conditions and the company remains vulnerable to the ongoing coronavirus pandemic and social distancing measures. Moody's expects the coronavirus concern will start to subside in the second half of 2021 once a growing share of the public has been vaccinated. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's view that Tivity will be able to maintain its leverage in the mid 3.0x over the next 12 to 18 months despite the ongoing challenge to its operating performance as the result of continued disruptions from the Covid-19 pandemic. The stable outlook also reflects that the company will be able to maintain at least good liquidity. The company will need to successfully address the operating challenges to be considered for an upgrade including retention of the membership base, restoring utilization levels at or close to pre-pandemic levels, and contract renewals with healthcare providers at rates that do not meaningfully reduce EBITDA. The company will also need to sustain Moody's adjusted debt-to-EBITDA below 3.0x along with very good liquidity including positive free cash flow that comfortably exceeds required term loan amortization to be considered for an upgrade. The ratings could be downgraded if operating performance weakens from reductions in the membership base, low service utilization, a loss of a large customer, or rate pressure from payers. Debt-to-EBITDA leverage sustained above 4.0x or weakening liquidity could also prompt a downgrade. The principal methodology used in these ratings was Business and Consumer Service Industry published in October 2016. Based in Franklin, TN Tivity Health, Inc. is a provider of fitness and health improvement programs for mostly older adults in the US. Key brand is its SilverSneakers brand that provides fitness programs to older adults. Pro forma for the divestiture of its nutrition business in December 2020, Moody's expect the publicly-traded company to generate approximately $430 million of revenue for FY 2020 ending December 31, 2020. TMK HAWK: Moody's Completes Review, Retains Caa2 Rating ------------------------------------------------------- Moody's Investors Service has completed a periodic review of the ratings of TMK Hawk Parent, Corp. and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 22, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. TMK Hawk Parent, Corp.'s (TriMark) Caa2 credit profile reflects our view that its capital structure is unsustainable given its very high financial leverage, and our expectation for negative free cash flow generation over the next 12-18 months. TriMark has end market concentration in the foodservice/restaurant sector and the majority of its revenue relates to equipment sales which tend to exhibit some level of cyclical client spending. The deteriorating operating environment due to the coronavirus outbreak will continue to negatively impact demand at least through the current outbreak. However, the rating also reflects the company's strong market position in the foodservice equipment and supplies distribution industry, its relatively recurring revenue stream from supply replenishment and equipment replacement, and low capital expenditure requirement. TriMark's weak liquidity reflects its relatively good cash balance offset by its high interest burden and negative free cash flow expected over the next 12 months that will erode cash on hand. Governance factors are a credit risk primarily related to the company's aggressive financial policies under private equity ownership, including the recent recapitalization transaction that subordinated existing senior secured lenders, and its high financial leverage. The principal methodology used for this review was Distribution & Supply Chain Services Industry published in June 2018. TOYS 'R' US: Closes Its Last 2 US Stores A Year After Opening ------------------------------------------------------------- Matt Townsend and Lauren Coleman-Lochner of Bloomberg News report that Toys 'R' Us has once again disappeared from America's retail landscape. The former industry titan recently closed its only two U.S. stores, including a location in New Jersey in the last week of January 2021, according to a spokeswoman. The outlets were opened in late 2019 by Tru Kids Inc., an entity that acquired the brand's intellectual property during the retail giant's 2018 liquidation. The new entity said it may get back into brick and mortar at some point. "As a result of Covid, we made the strategic decision to pivot our store strategy to new locations and platforms that have better traffic," said Tru Kids. About Toys "R" Us Toys "R" Us, Inc., was an American toy and juvenile-products retailer founded in 1948 and headquartered in Wayne, New Jersey, in the New York City metropolitan area. Merchandise was sold in 880 Toys "R" Us and Babies "R" Us stores in the United States, Puerto Rico and Guam, and in more than 780 international stores and more than 245 licensed stores in 37 countries and jurisdictions. Merchandise was also sold at e-commerce sites including Toysrus.com and Babiesrus.com. On July 21, 2005, a consortium of Bain Capital Partners LLC, Kohlberg Kravis Roberts, and Vornado Realty Trust invested $1.3 billion to complete a $6.6 billion leveraged buyout of the company. Toys "R" Us became a privately owned entity but still filed with the U.S. Securities and Exchange Commission as required by its debt agreements. Toys "R" Us, Inc., and certain of its U.S. subsidiaries and its Canadian subsidiary voluntarily filed for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case No. Case No. 17-34665) on Sept. 19, 2017. In addition, the Company's Canadian subsidiary voluntarily commenced parallel proceedings under the Companies' Creditors Arrangement Act ("CCAA") in Canada in the Ontario Superior Court of Justice. The Company's operations outside of the U.S. and Canada, including its 255 licensed stores and joint venture partnership in Asia, which are separate entities, were not part of the Chapter 11 filing and CCAA proceedings. The Company's consolidated balance sheet showed $6.572 billion in assets, $7.891 billion in liabilities, and a stockholders' deficit of $1.319 billion as of April 29, 2017. Judge Keith L. Phillips presides over the Chapter 11 cases. In the Chapter 11 cases, Kirkland & Ellis LLP and Kirkland & Ellis International LLP serve as the Debtors' legal counsel. Kutak Rock LLP serves as co-counsel. Toys "R" Us employed Alvarez & Marsal North America, LLC as its restructuring advisor; and Lazard Freres & Co. LLC as its investment banker. It hired Prime Clerk LLC as claims and noticing agent. Consensus Advisory Services LLC and Consensus Securities LLC, serve as sale process investment banker. A&G Realty Partners, LLC, serves as its real estate advisor. On Sept. 26, 2017, the U.S. Trustee for Region 4 appointed an official committee of unsecured creditors. The Committee retained Kramer Levin Naftalis & Frankel LLP as its legal counsel; Wolcott Rivers, P.C., as local counsel; FTI Consulting, Inc., as financial advisor; and Moelis & Company LLC as investment banker. Grant Thornton is the monitor appointed in the CCAA case. TTK RE ENTERPRISE: Khans Buying Atlantic City Property for $190K ---------------------------------------------------------------- Judge Jerrold N. Poslusny of the U.S. Bankruptcy Court for the District of New Jersey will convene a hearing on March 2, 2021, at 11:00 a.m., to consider TTK RE Enterprises, LLC's sale of the real property at 24 N. Georgia Avenue, in Atlantic City, New Jersey, to Asraf Khan and Atahar Khan for $190,000. The Debtor owns residential rental properties in southern New Jersey as of the Petition Date. Among the rental units owned by the Debtor is the Property. The CMA Summary Report dated Jan. 20, 2021 set the value of the Property at $199,900. As of the Petition Date, the Debtor was indebted to Corevest American Finance Lender, LLC in the amount of $2,144,457 as set forth in Proof of Claim No. 44 filed by Situs on Jan. 7, 2020. As of the Petition Date, the Situs Claim was secured by a mortgage against 18 of the Debtor's real properties as of the Petition Date, including the Property. The Situs mortgage against the Property dated April 25, 2018 was recorded on July 25, 2018 as Instrument No. 2018037889 in the amount of $2.159 million. The Situs Claim is also secured by the rents from the real properties against which Situs possesses a mortgage(s), including the Property. According to the Title Report, the Property is also subject to outstanding real estate taxes and municipal liens for outstanding water and sewer charges as of the date of closing on the sale of the Property as set forth in the Title Report. The Situs mortgage against the Property is far in excess of the value of the Property. The Property has been listed for sale with Century 21 Alliance, 1333 New Road, Suite 1, Northfield, New Jersey, the Court-Approved realtor, and has been actively marketed by Century 21. As the result of the efforts of Century 21, the Debtor has entered into a Contract for Sale of the Property with the Buyers for the sum of $190,000, subject to the approval of the Court. The Debtor proposes to sell the Property free and clear of all liens, encumbrances, claims, and interests that may be asserted by any entity claiming an interest therein. As such, the Debtor also asks to have the 5% commission ($9,500) provided for in the listing agreement paid to Century 21 at the time of closing on the sale of the Property. The Purchaser has no relationship to Debtor, and the Debtor represents that the proposed sale of the Property is the result of an arms'-length transaction and the sale price has been approved by Situs, the secured lender. Because it believes the $190,000 purchase price for the Property is the highest and best offer which the Debtor will receive for the Property and as such, it is in the Debtor's best business judgment to proceed with the sale of the Property to the Purchaser for $190,000. Except for all transfer taxes associated with the sale or as otherwise provided for in the Contract for Sale, all costs relating to the sale and settlement of the Property, including all searches and title search fees, all survey fees, all title company settlement charges and title insurance costs, will be the obligation of the Purchaser at the time of closing. All property taxes, all public utility charges, rents and like charges, if any, relating to the Property will be pro-rated as of Closing. Settlement at Closing will be made on pro-ration of estimates of such taxes and charges with net balances payable by either Party at the time of closing. The Debtor submits that at the time of closing the proceeds of the sale of the Property should be paid as follows: a. Normal costs attendant with closing on the sale of the Property but not limited to, outstanding real estate taxes and municipal liens for outstanding water and sewer charges as of the date of closing on the sale of the Property; b. 5% of the Purchase Price ($9,500) to Century 21, to be split equally with any participating/cooperating broker in connection with the sale of the Property; and c. All remaining proceeds to Situs on account of the Situs Secured Claim. The Debtor asks that the stay of an order granting the Motion under Bankruptcy Rule 6004(h) be waived for cause because the Purchaser intends to close immediately upon the entry of an Order approving the sale of Property and the Debtor is concerned that the Purchasers will refuse to close if they cannot do so until 10 days after the entry of an Order approving the sale of the Property. A copy of the Contract is available at https://tinyurl.com/y2a9qrpy from PacerMonitor.com free of charge. The Purchasers: Asraf Khan and Atahar Khan 230 North Texas Ave. Atlantic City, NJ 08401 About TTK RE Enterprise TTK RE Enterprise LLC is a privately held company in Somers Point, New Jersey. The Company is the 100% owner of 48 real estate properties in New Jersey having a total current value of $9,265,000. TTK RE Enterprise sought Chapter 11 protection (Bankr. D.N.J. Case No. 19-30460) on Oct. 29, 2019 in Camden, New Jersey. In the petition signed by Emily K. Vu, president, the Debtor disclosed total assets of $9,269,950, and total liabilities of $6,432,457. Judge Jerrold N. Poslusny Jr. oversees the case. FLASTER GREENBERG PC - CHERRY HILL is the Debtor's counsel. U.S. OUTDOOR: Subchapter V Plan Confirmed by Judge -------------------------------------------------- Judge David W. Hercher has entered an order confirming the Chapter 11 Subchapter V Plan of U.S. Outdoor Holding LLC, dated Dec. 3, 2020, as a non-consensual plan pursuant to Sec. 1191(b) of the Bankruptcy Code. The Court further finds that the Plan was properly transmitted to creditors and parties in interest and that all objections to the Plan, if any, have been resolved. The Court further finds that the proposed amendments by interlineation to Debtor's Plan do not adversely change the treatment of the claim of any creditor or the interest of any equity security holder who has not accepted in writing the amendments, and therefore, such amendments will be deemed accepted by all creditors and equity security holders (if applicable) who have previously accepted the Plan. Without limitation, the following amendments by interlineation to Debtor's Plan will be made: a. Exhibit 1 to the Plan is deleted and replaced by the revised financial projections attached hereto as Exhibit B. b. Add the following to the end of Article 1.10: "The Debtor shall have the exclusive right to pursue such avoidable transfers within one year following effective date, after such time the Trustee may also pursue such avoidable transfers in the Trustee's sole discretion." c. Delete the language in the "Estimated Amount Owed" section in the table for Article 2.1(A), in the row for "Administrative Rent Expense" and replace with the following: "$75,000 (fixed amount based on agreement with claimant)". d. Delete the language in the "Proposed Treatment" section in the table for Article 2.1(A), in the row for "Administrative Rent Expense" and replace with the following: "$50,000 paid from Initial Plan Payment, $25,000 paid within 60 days of the Effective Date". e. Delete the language in the "Estimated Amount Owed" section in the table for Article 2.1(A), in the row for "TOTAL" and replace with the following: "$145,000". f. Add the following to the end of the "Treatment" section in the table for Article 2.2(A), in the row for "Class 7": "Any remaining secured claim after surrender shall be subject to avoidance under Sec. 545. All remaining amounts due on the Claim in this Class, after surrender of the collateral, avoidance of the remaining secured claim, and payment of the administrative rent component, shall be treated as a general unsecured claim as provided in ¶3(g) of this Plan." g. Delete the number "30" in the definition for "Effective Date" in Article 9.27 and replace with the number "15." h. Delete the date of "January 31, 2021." in the definition for “Initial Payment Due Date" in Article 9.33 and replace with "That date that is the same as the Effective Date." U.S. Outdoor Holding LLC filed a Plan of Reorganization. U.S. Outdoor Holding LLC is a limited liability company headquartered in Portland, Multnomah County, Oregon. Debtor is a retailer and outfitter for outdoor sports and activities, including camping, hiking, skiing, snowboarding, and more. Under the Plan Class 2 Tecnica claim of $50,298, Class 3 Burton claim of $64,302, and Class 4 NFI claim of $74,567, are modified to provide for annual payments beginning on the Initial Payment Due Date with subsequent payments in January of each year through the year 2024. Classes 2, 3, and 4 will accrue interest at the rate of 4.25% per annum (WSJ prime rate as of 12/3/2020 of 3.25% plus a 1% risk premium) from the confirmation date. Classes 2, 3 and 4 are impaired. Class 8 SMI claim of $1,269,785 is impaired. If the Debtor prevails in the adversary proceeding and claim objection, then the claim in this class will be treated as a general unsecured claim. If the Debtor does not prevail in the adversary proceeding and claim objection, then within 30 days of entry of a non-appealable judgment and order in such proceedings, the Debtor will amend the Plan to provide for treatment on the claim in this Class in the same manner as Class 2, herein. Class 9 General Unsecured Claims in the amount of $594,390 will receive 16.5% of their claims. Payment of any dividend will depend on the amounts of allowed secured, priority (including costs of administration and the Debtor's attorney's fees), and nonpriority unsecured claims. Unsecured claims will be paid after payment of administrative and priority classes on a pro-rata basis on an annual basis. Class 10 Equity interest holders will retain their interest in the Debtor post-confirmation in the same manner as such interest was held pre-confirmation. A full-text copy of the Plan Confirmation Order dated Jan. 27, 2021, is available at https://bit.ly/3a9Nbxc from PacerMonitor.com at no charge. Attorneys for the Debtor: Douglas R. Ricks Daniel C. Bonham VANDEN BOS & CHAPMAN, LLP 319 SW Washington St., Suite 520 Portland, OR 97204 Tel: 503-241-4869 Fax: 503-241-3731 About U.S. Outdoor Holding U.S. Outdoor Holding LLC -- https://www.usoutdoor.com/ -- is a family-owned dealer of many top outdoor brands. It has been operating since 1957. U.S. Outdoor Holding filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Ore. Case No. 20-32571) on Sep. 4, 2020. The petition was signed by Edward A. Ariniello, member manager. At the time of the filing, Debtor disclosed $1,531,809 in assets and $3,352,108 in liabilities. Douglas R. Ricks, Esq., at Vanden Bos & Chapman, LLP, is the Debtors' counsel. CFO Selections, LLC, is the chief financial officer. UNIMEX CORPORATION: Seeks Court Approval to Hire Accountant ----------------------------------------------------------- Unimex Corporation seeks approval from the U.S. Bankruptcy Court for the Eastern District of Virginia to hire Mei Wu, a certified public accountant practicing in Rockville, Md. Ms. Wu's services will include assisting the Debtor with respect to the filing of tax returns, preparation of monthly operating reports and budgeting for reorganization prospects. The accountant will be paid $200 per hour and will be reimbursed for out-of-pocket expenses incurred. Ms. Wu disclosed in a court filing that she is a disinterested person within the meaning of Section 327 of the Bankruptcy COde. Ms. Wu can be reached at: Mei T Wu, CPA 5828 Hubbard Dr Rockville, MD 20852 Phone: 301-910-2330 Email: meiwu@cpa.com About Unimex Corporation Sterling, Va.-based Unimex Corporation provides product sourcing, manufacturing, storage, distribution and sales services to governments, businesses and individual consumers. Unimex Corporation sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Case No. 20-12535) on Nov. 16, 2020. Unimex Corporation President Weiwei Jian signed the petition. At the time of the filing, the Debtor had estimated assets of between $1 million and $10 million and liabilities of the same range. Tyler, Bartl & Ramsdell, PLC and Mei T. Wu, CPA serve as the Debtor's legal counsel and accountant, respectively. VALARIS PLC: Fine-Tunes Plan Ahead of Feb. 11 Hearing ----------------------------------------------------- Valaris PLC, et al., submitted a Third Amended Joint Chapter 11 Plan of Reorganization (as Modified) on Jan. 27, 2021, to further fine-tune its proposed plan. The Debtor also filed a Plan Supplement on Jan. 27. The Plan Supplement provides, among other things, that the New Valaris Holdco Board will consist of seven members, comprised of (a) Dr. Thomas Burke, the CEO of New Valaris Holdco; (b) four members nominated by the Ad Hoc Group; and (c) two members nominated by a majority of holders by principal amount of Credit Facility Claims. The senior management team of New Valaris Holdco comprise of Dr. Thomas Burke, President and Chief Executive Officer; Jonathan Baksht, Executive Vice President and Chief Financial Officer; Gilles LucaSenior Vice President and Chief Operating Officer; Alan Quintero, Senior Vice President, Business Development; and Michael T. McGuinty, Senior Vice President, General Counsel, and Secretary. A hearing to consider confirmation of the Plan is slated for Feb. 11, 2021, at 1:30 p.m. Objections are due Feb. 3. Chapter 11 Plan Class 3 Credit Facility Claims, Class 4 Pride Bond Claims, Class 5 Ensco International Bond Claims, Class 6 Jersey Bond Claims, Class 7 Valaris Bond Claims, Class 8 Legacy Rowan Bond Claims, Class 9 General Unsecured Claims, and Class 10 Newbuild Claims are impaired and entitled to vote on the Plan. The Plan proposes to treat claims as follows: * Allowed Credit Facility Claim in Class 3 will receive the Credit Facility Distributable Pool. * Pride Bond Claims in the allowed amount of $439,194,124 in Class 4 will receive (i) 8.807% of (x) the Senior Notes Distributable Pool and (y) the Subscription Rights; and(ii )an aggregate $1.25 million payment in cash. * Ensco International Bond Claims in the allowed amount of $114,207,469 in Class 5 will receive (i)1.549% of (i) the Senior Notes Distributable Pool and (ii) the Subscription Rights; and(ii) an aggregate $1 million payment in cash. * Jersey Bond Claims in the allowed amount of $863,516,750 will receive (i) 20.209% of (x) the Senior Notes Distributable Pool and (y) the Subscription Rights; and (ii) an aggregate $1 million payment in cash. * Valaris Bond Claims in the allowed amount of $[$3,122,348,731] will receive 36.835% of (i) the Senior Notes Distributable Pool and (ii) the Subscription Rights. * Legacy Rowan Bond Claims totaling $2,177,993,863 in Class 8 will receive (i)32.600% of (x) the Senior Notes Distributable Pool and (y) the Subscription Rights; and (ii) an aggregate $23.75 million payment in cash. * General Unsecured Claims in Class 9 will receive payment in full in cash within 90 days after the later of (i)the Effective Date and (ii)the date such Allowed General Unsecured Claim comes due under applicable law or in the ordinary course of business in accordance with the terms and conditions of the particular transaction, agreement, conduct, or judgment giving rise to such Allowed General Unsecured Claim. * As to the NEwbuild Claims in Class 10, if the Shipyard: (i) votes in favor of the Plan, the Shipyard shall receive (x) the Newbuild Equity Pool, (y) $5 million in cash payable on or prior to the Effective Date, and (z) such other consideration as set forth in the Newbuild Contracts, as amended and assumed pursuant to Article V hereof; and (ii) does not vote in favor of the Plan, the Shipyard will receive its Liquidation Recovery promptly after the date the Newbuild Claims are Allowed, but in any event no later than 10 days after such date. If the Shipyard does not vote in favor of the Plan, the effective date of rejection of the Newbuild Contracts shall be the Effective Date of the Plan unless otherwise agreed to by the Shipyard and the Newbuild Debtors with the consent of the Required Consenting Noteholders. If the Shipyard votes in favor of the Plan, the Newbuild Contracts shall be assumed under section 365(a) of the Bankruptcy Code effective as of the Effective Date of the Plan and receipt by the Shipyard of the consideration set forth in the Plan. * If holders of existing interests in Class 11 vote in favor of the Plan, they will receive its pro-rata share of the New Warrants; or (ii) do not vote in favor of the Plan, no New Warrants will be issued to any holder of allowed existing interests in Valaris. "Credit Facility Distributable Pool" means 32.5% of the New Valaris Equity (or such lesser amount of the New Valaris Equity as may be ordered by the Court), subject to dilution on account of the Management Incentive Plan, the Newbuild Equity Pool, and the New Warrants, as applicable "Senior Notes Distributable Pool" means 34.8% of the New Valaris Equity, subject to dilution on account of the Management Incentive Plan, the Newbuild Equity Pool, and the New Warrants, as applicable "Newbuild Equity Pool" means 0.50% of the New Valaris Equity, subject to dilution on account of the Management Incentive Plan and the New Warrants, as applicable, which shall be issued to the Shipyard if the Shipyard votes in favor of the Plan. "Subscription Rights" means the rights provided to eligible record Holders of Senior Notes Claims as of a specified record date to participate in the rights offering for $312.5 million of the $550 million of new first-lien secured notes. A full-text copy of the Third Amended Joint Chapter 11 Plan of Reorganization (as Modified) dated January 27, 2021, is available at https://bit.ly/3clhTpH from PacerMonitor.com at no charge. Co-Counsel to the Debtors: Matthew D. Cavenaugh Kristhy M. Peguero Genevieve Graham JACKSON WALKER L.L.P. 1401 McKinney Street, Suite 1900 Houston, Texas 77010 Telephone: (713) 752-4200 Facsimile: (713) 752-4221 Email: mcavenaugh@jw.com kpeguero@jw.com ggraham@jw.com Co-Counsel to the Debtors: Anup Sathy, P.C. Ross M. Kwasteniet, P.C. Spencer A. Winters KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312) 862-2000 Facsimile: (312) 862-2200 Email: anup.sathy@kirkland.com ross.kwasteniet@kirkland.com spencer.winters@kirkland.com About Valaris PLC Valaris plc (NYSE: VAL) provides offshore drilling services. It is an English limited company with its corporate headquarters located at 110 Cannon St., London. On the Web: http://www.valaris.com/ On Aug. 19, 2020, Valaris and its affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-34114). The Debtors had total assets of $13,038,900,000 and total liabilities of $7,853,500,000 as of June 30, 2020. The Debtors tapped Kirkland & Ellis LLP and Slaughter and May as their bankruptcy counsel, Lazard as investment banker, and Alvarez & Marsal North America LLC as their restructuring advisor. Stretto is the claims agent, maintaining the page http://cases.stretto.com/Valaris Kramer Levin Naftalis & Frankel LLP and Akin Gump Strauss Hauer & Feld LLP serve as legal advisors to the consenting noteholders while Houlihan Lokey Inc. serves as their financial advisor. VISTA OUTDOORS: Moody's Hikes CFR to B1 Following Debt Repayment ---------------------------------------------------------------- Moody's Investors Service upgraded Vista Outdoor Inc.'s Corporate Family Rating to B1 from B2. Concurrently, Moody's upgraded Vista's Probability of Default Rating to B1-PD from B2-PD, and upgraded its senior unsecured notes rating to B3 from Caa1. The Speculative Grade Liquidity Rating was upgraded to SGL-1 from SGL-2. The outlook remains positive. Moody's upgraded the ratings because Vista repaid a significant amount of debt over the last two years, which improves flexibility to manage business volatility. Moody's also expects the company's operating performance to remain strong over the next 12 to 18 months as ammunition demand remains robust and as the company continues to work through its material backlog. The anxiety caused by the pandemic and high political discord in the US will continue to sustain demand for ammunition at higher levels as new gun owners enter the market and existing owners stockpile ammunition. Additionally, the company's outdoor segment will remain strong as consumers continue to seek outdoor activities due to the coronavirus. Over the next 12-18 months, Moody's expects Vista's FY 2022 annual sales to reach $2.2 billion and EBITDA to improve to approximately $290 to $300 million with Debt to EBITDA maintained at 1.7x. The positive outlook reflects Moody's expectation that demand for Vista's products will remain strong as ammunition sales continue to surge to support the large backlog of orders. The outlook also reflects Moody's expectation of a high likelihood that financial leverage will be maintained at lower levels as EBITDA remains robust for the next year and debt continues at the existing level. The upgrade of the speculative grade liquidity level to SGL-1 from SGL-2 reflects the company's improved liquidity over the next 12 months as cash balances will increase from strong free cash flow of approximately $130 million, and the lack of debt maturities until the notes mature in 2023. Additionally Moody's expects that the company will maintain availability of $400 million under its undrawn ABL revolver facility that expires in 2023 and good covenant cushion. Upgrades: Issuer: Vista Outdoor Inc. Corporate Family Rating, Upgraded to B1 from B2 Probability of Default Rating, Upgraded to B1-PD from B2-PD Speculative Grade Liquidity Rating, Upgraded to SGL-1 from SGL-2 Senior Unsecured Regular Bond/Debenture, Upgraded to B3 (LGD5) from Caa1 (LGD5) Outlook Actions: Issuer: Vista Outdoor Inc. Outlook, Remains Positive RATINGS RATIONALE Vista's B1 CFR reflects its leading position as one of the largest ammunition manufacturers in the US, its leading brands in multiple niche outdoor product categories and favorable US outdoor activity participation trends. The rating also reflects its low debt to EBITDA leverage of 2.1x as of September 27, 2020. Vista's credit profile is constrained by the volatility in non-law-enforcement related ammunition demand, difficulties sustaining organic revenue in the competitive outdoor products market, and societal risks of its ammunition products. 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 Vista 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. The consumer durables industry is one of the sectors most meaningfully affected by the coronavirus because of exposure to discretionary spending. Moody's believes social risk will remain high for Vista due to its participation in the gun ammunition industry, although the risk has decreased after its exit from firearms manufacturing after divesting Savage Arms in July 2019. Governance factors include a favorable financial policy including a net debt-to-EBITDA target of 2-3x (based on the company's calculation). Vista also does not pay a dividend, but share repurchases and potential debt-funded acquisitions create some event risk. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded if liquidity deteriorates, operating performance declines materially after the ammunition demand tailwind ends, the integration of the Remington assets weakens Vista's earnings, or if management adopts a more aggressive financial policy. Debt/EBITDA sustained above 4.0x, or an adverse gun industry regulations could also lead to a downgrade. Ratings could be upgraded if Vista sustains stable ammunition market share, produces organic growth with stable to higher margins in the outdoor products segment, and achieves strong sustained profitability from the ammunition business. Greater clarity regarding the sustainability of higher ammunition demand and earnings and strong free cash flow is necessary for an upgrade. Vista would also need to sustain on average debt to EBITDA below 2.5x after taking into consideration demand volatility from its ammunition business. The principal methodology used in these ratings was Consumer Durables Industry published in April 2017. Vista Outdoor Inc., based in Anoka, Minnesota, is a manufacturer and marketer of ammunition and outdoor sports and recreation products. The publicly-traded company produces a broad product line for the biking, winter sports, hunting, shooting sports, wildlife watching, archery, and golf markets. Major brands include Bushnell, BLACKHAWK!, CamelBak, Federal, and Camp Chef. Sales were approximately $1.9 billion for the last twelve months ending September 27, 2020. WALDEN PALMS: Gets OK to Hire Winderweedle as Special Counsel ------------------------------------------------------------- Walden Palms Condominium Association, Inc. received approval from the U.S. Bankruptcy Court for the Middle District of Florida to hire the law firm of Winderweedle, Haines, Ward & Woodman, P.A. The Debtor requires legal assistance to handle the appeal filed by LAD Commercial, LLC of the court's order confirming its Chapter 11 plan of reorganization. C. Andrew Roy, Esq., and Ryan Davis, Esq., the firm's attorneys who will be representing the Debtor, will charge $350 per hour and $410 per hour, respectively. The rates for other attorneys range from $250 to $515 per hour. Mr. Roy disclosed in a court filing that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code The firm can be reached through: C. Andrew Roy, Esq. Winderweedle, Haines, Ward & Woodman, P.A. 329 Park Avenue North, Second Floor PO Box 880 Winter Park, FL 32790-0880 Phone: 407-423-4246 Fax: 407-645-3728 Email: aroy@whww.com About Walden Palms Condominium Association Walden Palms Condominium Association, Inc. is a nonprofit property management company in Orlando, Fla. Walden Palms Condominium Association sought protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 18-07945) on Dec. 24, 2018. At the time of the filing, the Debtor estimated assets of $1 million to $10 million and liabilities of $10 million to $50 million. Judge Cynthia C. Jackson oversees the case. The Debtor tapped Shapiro, Blasi, Wasserman & Hermann, P.A., as its bankruptcy counsel and Winderweedle, Haines, Ward & Woodman, P.A. as its special counsel. WAXELENE INC: U.S. Trustee Unable to Appoint Committee ------------------------------------------------------ The U.S. Trustee for Region 15 disclosed in a court filing that no official committee of unsecured creditors has been appointed in the Chapter 11 case of Waxelene Inc. About Waxelene Inc. Waxelene, Inc. sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Cal. Case No. 20-05878) on Dec. 1, 2020, listing under $1 million in both assets and liabilities. Judge Christopher B. Latham oversees the case. The Law Office of Judith A. Descalso serves as the Debtor's bankruptcy counsel. WC HIRSHFELD: Says Noteholder Oversecured, Has 100% Plan -------------------------------------------------------- WC Hirshfeld Moore, LLC, et al., filed a Second Amended Chapter 11 Plan and a Disclosure Statement on Jan. 26, 2021. A hearing to consider confirmation of the Plan is slated for March 5, 2021, at 9:00 a.m. Ballot accepting or rejecting the Plan and objections to confirmation are due Feb. 26, 2021. The recent amendments to the Plan and Disclosure Statement do not alter the proposed treatment of claims. Under the Plan, ATX Debt Fund 2, LLC, which asserts $40.55 million on account of notes, in Class 1 will recover 100% of its claims. The claims will be paid at the election of the Debtors either (a) over the time period specified in the Plan or (b) from cash from proceeds of refinancing or sale. Holders of allowed unsecured claims totaling $63,399 in Class 2 will recover 100% of their claims. Each holder of an Allowed Unsecured Claim shall receive payment in full of the allowed amount of each holder's claim, to be paid 30 days following payment of the Class 1 claim. The equity holders in Class 3 will retain their interests in the Debtor. In December 2020, the Debtors obtained appraisals of the Properties and the appraised values of the Properties as of Dec.15, 2020, in the aggregate, was $58,650,000 and the Debtors believe that the Properties are now worth at least $18 million more than the current principal balance owed under the Note. Noteholder disagrees with the Debtors' appraised values. The Noteholder asserts a claim in the amount of not less than $40,757,056, plus fees, costs, and interest. The Debtors believe that the Noteholder is significantly oversecured based on the Debtors' appraisals. The Noteholder disagree with the Debtors' conclusions as to the value of each Property. The Debtors reserve the right to only seek the sale of those Properties that will result in payment in full of the debt of the Noteholder. A full-text copy of the Second Amended Disclosure Statement dated January 27, 2021, is available at https://bit.ly/3r36rU4 from PacerMonitor.com at no charge. Attorneys for the Debtors: Daniel K. Astin, Esquire CIARDI CIARDI & ASTIN 1204 N. King Street Wilmington, DE 19801 Tel: (302) 658-1100 Fax: (302) 658-1300 - and - Albert A. Ciardi, III, Esquire Walter W. Gouldsbury III, Esquire 1905 Spruce Street Philadelphia, PA 19103 Tel: (215) 557-3550 Fax: (215) 557-3551 - and - Daniel P. Winikka Tyler Simpson LOEWINSOHN FLEGLE DEARY SIMON LLP 12377 Merit Drive, Suite 900 Dallas, TX 75251 Telephone: (214) 572-1700 Facsimile: (214) 572-1717 About WC Hirshfeld Moore WC Hirshfeld Moore, LLC, et al., are entities formed by Nate Paul to purchase properties in May 2018 to July 2018 in Austin, Texas. Nate Paulis a successful real estate entrepreneur very active in the Austin market—one of the hottest real estate markets in the country. World Class Holdings XI, LLC, is the sole member of each of the Debtors. WC Hirshfeld Moore, LLC and seven debtor-affiliates filed Chapter 11 petitions (Bankr. W.D. Tex. Lead Case No. 20-10251) on Feb. 3, 2020. The debtor-affiliates are (i) WC 103 East Fifth, LLC, (ii) WC 320 Congress, LLC, (iii) WC 422 Congress, LLC, (iv) WC 805-809 East Sixth, LLC, (v) WC 901 East Cesar Chavez, LLC, (vi) WC 1212 East Sixth, LLC and (vii) WC 9005 Mountain Ridge, LLC. Judge Tony M. Davis oversees the cases. At the time of the filing, WC Hirshfeld Moore disclosed assets of between $10 million and $50 million and liabilities of the same range. The Debtors tapped Ciardi, Ciardi & Astin as their primary restructuring counsel and Loewinsohn Flegle Deary Simon LLP as Ciardi's co-counsel. WEBER-STEPHEN PRODUCTS: Moody's Completes Review ------------------------------------------------ Moody's Investors Service has completed a periodic review of the ratings of Weber-Stephen Products LLC and other ratings that are associated with the same analytical unit. The review was conducted through a portfolio review discussion held on January 20, 2021 in which Moody's reassessed the appropriateness of the ratings in the context of the relevant principal methodology(ies), recent developments, and a comparison of the financial and operating profile to similarly rated peers. The review did not involve a rating committee. Since January 1, 2019, Moody's practice has been to issue a press release following each periodic review to announce its completion. This publication does not announce a credit rating action and is not an indication of whether or not a credit rating action is likely in the near future. Credit ratings and outlook/review status cannot be changed in a portfolio review and hence are not impacted by this announcement. Key rating considerations. Weber's B1 credit profile broadly reflects its relatively moderate, improving scale, and its solid market-leading position and good brand recognition within the outdoor grill industry, aided by its over 70 year history. The company benefits from its good geographic diversification, long stablished relationships with its major customers, and its growing ecommerce business. Moody's expects good consumer demand for its products to continue into the first half of calendar 2021, supported by a solid US housing market, and continued focus on social distancing, outdoor activities, and at-home dining. Weber's diversified product offering within the outdoor grills category with different price points should appeal to different consumer income demographics and tastes, and helps mitigate exposure to weak macroeconomic cycles. Weber has a relatively good EBIT margin that supports good cash flow generation and strong interest coverage. The company's good liquidity with its relatively healthy cash balance helps prefund the seasonal working capital needs and elevated capital spending expected in fiscal 2021. Weber's rating also considers its narrow product focus in the somewhat mature and discretionary outdoor grills product category. The company's financial leverage is high, however, Moody's projects the company will reduce leverage primarily from growth initiatives with flexibility to reduce debt from free cash flow if earnings are weaker than anticipated. The company has high customer concentration, and its profitability and cash flows are highly seasonal, centered around the summer months. The company has aggressive financial policies under ownership by its controlling shareholder, highlighted by its history of debt-financed shareholder distributions. The principal methodology used for this review was Consumer Durables Industry published in April 2017. WHITE CAP: Moody's Affirms B2 CFR & Alters Outlook to Negative -------------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family Rating and B2-PD Probability of Default Rating of White Cap Supply Holdings, LLC. Moody's also affirmed the B2 ratings on the company's senior secured revolving credit facility and term loan and the Caa1 rating on the senior unsecured notes due 2028. The outlook is changed to negative from stable. Moody's also assigned a Caa1 rating to White Cap Parent, LLC's proposed $300 million senior unsecured PIK toggle notes due 2026. White Cap Parent, LLC is a parent holding company of White Cap Supply Holdings, LLC (collectively White Cap). Proceeds from the proposed note issuance will be used to fund a dividend to shareholders. White Cap Parent, LLC's outlook is negative. "CD&R is exhibiting a more aggressive financial strategy than previously expected soon after acquiring the company," according to Peter Doyle, a Moody's VP-Senior Analyst. "The return of equity, slightly more than three months after the initial investment in the company, will result in an increase in leverage and weaken key credit metrics." The change in outlook to negative from stable reflects the aggressive financial strategy being pursued by Clayton, Dubilier & Rice (CD&R), which owns 65% of White Cap. The Sterling Group and other legacy Construction Supply Group (CSG) shareholders retain the remaining 35%. White Cap is paying a debt financed dividend within only a few months of the company being acquired in a leveraged buyout. The proposed dividend of about $300 million represents approximately 30% (65% of the proposed dividend) of CD&R's original equity investment, slightly more than three years of future free cash flow and slightly less than nine months of adjusted EBITDA. Additionally, the proposed notes will come due prior to the company's senior secured term loan and other unsecured debt, creating refinancing risks for existing debt holders. The Caa1 rating assigned to White Cap Parent, LLC's senior unsecured PIK toggle notes due 2026, two notches below the Corporate Family Rating, results from their structural and contractual subordination to White Cap Supply Holdings, LLC's funded debt of approximately $3.0 billion and committed cash flow and asset based revolving credit facilities with $750 million of capacity. The following ratings are affected by the action: Affirmations: Issuer: White Cap Supply Holdings, LLC Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B2-PD Senior Secured Multi Curr Revolving Credit Facility, Affirmed B2 (LGD3) Senior Secured 1st Lien Term Loan, Affirmed B2 (LGD3) Senior Unsecured Global Notes, Affirmed Caa1 (to LGD5 from LGD6) Outlook Actions: Issuer: White Cap Parent, LLC Outlook, Assigned Negative Issuer: White Cap Supply Holdings, LLC Outlook, Changed To Negative From Stable Assignments: Issuer: White Cap Parent, LLC Senior Unsecured PIK Global Notes, Assigned Caa1 (LGD6) RATINGS RATIONALE White Cap's B2 CFR reflects Moody's expectation that the company will remain highly leveraged. Moody's projects adjusted debt-to-LTM EBITDA will remain above 6.0x over the next two years, improving from pro forma 6.8x at fiscal year-end 2020 (January 31, 2021). Moody's forecasts adjusted free cash flow-to-debt will range from barely breakeven to 2.6% in fiscal 2021. Debt service requirements, including cash interest payments and term loan amortization, will approach $210 million per year, constraining free cash flow and reducing financial flexibility. Moody's expects that White Cap will dividend cash to White Cap Parent, LLC in order to fund the cash payment of the notes at the parent holding company. At the same time White Cap may face challenges as it establishes stand-alone capabilities, integrates CSG, acquired in October 2020, and future bolt-on acquisitions. White Cap's good profitability significantly offsets the company's highly leveraged capital structure. Moody's forecasts adjusted EBITDA margin will be sustained in the range of 12.5% - 15%, which is the company's greatest credit strength. Profitability will benefit from higher volumes from growth in end markets, resulting operating leverage from that growth and some cost saving synergies as it continues to integrate CSG. Moody's projects revenue will grow to $4.3 billion for fiscal 2021 from pro forma $4.2 billion for fiscal 2020. Moody's also calculates interest coverage, measured as EBITA-to-interest expense, will be around 2.0x in fiscal 2021, which is reasonable relative to the large interest burden. Also, Moody's forecasts that White Cap will have good liquidity over the next 12 to eighteen months. Substantial revolver availability and no near-term maturities are credit enhancers. Domestic construction end markets, the driver of White Cap's revenue, are showing resiliency during the coronavirus outbreak and resulting economic concerns. New home construction and infrastructure combined account for about 50% of White Cap's pro forma revenue. Moody's has a positive outlook for US Homebuilding and a stable outlook for Building Materials, with good growth expected in each sector. Non-residential construction, representing approximately 45% of pro forma revenue, is not expected to grow meaningfully. However, as a very large distributor of building products throughout North America, White Cap should be able to capitalize on its scale and geographic diversity to price competitively for new wins and benefit from significant procurement opportunities over time. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade: - Debt-to-LTM EBITDA is maintained near 4.5x - The company's liquidity improves enhanced by strong free cash flow Factors that could lead to a downgrade: - Debt-to-LTM EBITDA is expected to stay above 6.0x - EBITA-to-interest expense is sustained below 1.5x - The company's liquidity profile deteriorates - Aggressive acquisition or shareholder initiatives White Cap Supply Holdings, LLC, headquartered in Norcross, Georgia, is a leading North American industrial distributor of specialty construction products. Through their respective affiliates Clayton, Dubilier & Rice (CD&R) has a majority ownership in White Cap and The Sterling Group has a minority interest. The principal methodology used in these ratings was Distribution & Supply Chain Services Industry published in June 2018. WILLCO X DEVELOPMENT: Wants 30-Day Extension for Plan Disclosures ----------------------------------------------------------------- Willco X Development, LLLP, moves the Bankruptcy Court for an order granting it an extension of time of 30 days, through and including Feb. 26, 2021, within which to file its initial Disclosure Statement. The Debtor's counsel explains that theDebtor has been working on a draft of the Disclosure Statement with Debtor and additional time is necessary to complete work on the Disclosure Statement specifically with respect to Debtor's financial projections, liquidation analysis, and other exhibits. The Debtor's counsel: Jeffrey A. Weinman WEINMAN & ASSOCIATES, P.C. 730 17th Street, Suite 240 Denver, CO 80202-3506 Telephone: (303) 572-1010 Facsimile: (303) 572-1011 E-mail: jweinman@weinmanpc.com About Willco X Development Willco X Development, LLLP, operator of the Hilton Garden Inn of Thornton in Colo., filed a Chapter 11 petition (Bankr. D. Colo. Case No. 20-16438) on Sept. 29, 2020. The Debtor was estimated to have $10 million to $50 million in assets and liabilities as of the bankruptcy filing. Judge Thomas B. Mcnamara oversees the case. Weinman & Associates, P.C., led by Jeffrey A. Weinman, is the Debtor's legal counsel. YOUNGEVITY INTERNATIONAL: Negotiating Forbearance Agreements ------------------------------------------------------------ On Dec. 12, 2020, that certain 8% Credit Note, in the principal amount of $5,000,000, issued by CLR Roasters, LLC, a wholly owned subsidiary of Youngevity International, Inc., under that certain Credit Agreement, dated as of Dec. 13, 2018, by and between CLR, Siles Family Plantation Group and Carl Grover became due and matured in accordance with its terms. CLR did not make the payment due upon the maturity date of the Credit Note and is in negotiations with the estate of Mr. Grover regarding a forbearance. Pursuant to a Security Agreement, dated Dec. 13, 2018, entered into by CLR with Grover, the Credit Note is secured by a first priority lien granted by CLR in its green coffee inventory. In addition, CLR's subsidiary, Siles Family Plantation Group S.A. executed a separate Guaranty Agreement, dated Dec. 13, 2018, and Stephan Wallach and Michelle Wallach, pledged 1,500,000 shares of the Company's Common Stock held by them to secure the Credit Note. On Dec. 31, 2020, that certain 18% Senior Secured Promissory Note, dated March 30, 2020, between the Company and Daniel J. Mangless in the principal amount of $1,000,000 became due and matured in accordance with its terms. The Company did not make the payment due upon the maturity date of the note, has received a verbal forbearance from Mangless through Jan. 31, 2021, and is in negotiations regarding an additional forbearance. Pursuant to a Pledge and Security Agreement, dated March 20, 2020, entered into by the Company and CLR Roasters, LLC with Mangless, the Mangless Note is secured by a first priority lien granted by CLR in its rights under the Finance, Security and AR AP Monetization Agreement, dated March 6, 2020 by and between H&H Coffee Group Export Corp., H&H Export Y Cia. Ltda. About Youngevity Chula Vista, California-based Youngevity International, Inc. -- https://ygyi.com -- is a multi-channel lifestyle company operating in three distinct business segments including a commercial coffee enterprise, a commercial hemp enterprise, and a multi-vertical omni direct selling enterprise. The Company features a multi country selling network and has assembled a virtual Main Street of products and services under one corporate entity, YGYI offers products from the six top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. Youngevity reported a net loss attributable to common stockholders of $23.50 million for 2018 following a net loss attributable to common stockholders of $12.69 million for 2017. As of Sept. 30, 2019, the Company had $141.18 million in total assets, $85.01 million in total liabilities, and $56.17 million in total stockholders' equity. Mayer Hoffman McCann P.C., in San Diego, California, the Company's auditor since 2011, issued a "going concern" qualification in its report dated April 15, 2019, on the consolidated financial statements for the year ended Dec. 31, 2018, citing that the Company has recurring losses and is dependent on additional financing to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. YVONNE LLC: Seeks to Hire Johnson Law as Legal Counsel ------------------------------------------------------ Yvonne, LLC seeks approval from the U.S. Bankruptcy Court for the District of Colorado to hire Johnson Law Group, LLC as its legal counsel. The firm will render these services: (1) advise the Debtor concerning compliance with the requirements of Chapter 11; (2) prepare any necessary amendments to the Debtor's schedules, statement of financial affairs and related documents; (3) represent the Debtor in all contested matters; (4) represent the Debtor in any related matters in other courts; (5) advise the Debtor concerning the structure of a plan and any required amendments thereto; (6) advise the Debtor concerning the feasibility of confirmation of a Chapter 11 plan and represent the Debtor in connection with the confirmation process; (7) negotiate with creditors and other parties in interest; (8) review relevant financial information; (9) review claims with a view to determining which claims are allowable and in what amounts; (10) prosecute claims objections; (11) represent the Debtor at the Section 341 meeting of creditors and at any hearings or status conferences in court; and (12) provide such representations as may be necessary and appropriate to the case. William Johnson Jr., Esq., at Johnson Law Group, will be paid at his regular hourly rate of $405 and will receive reimbursement for work-related expenses. The initial retainer fee is $7,500. Mr. Johnson does not have a connection with the Debtor, as disclosed in court filings. The firm can be reached through: William C. Johnson, Jr., Esq. Johnson Law Group, LLC 6305 Ivy Lane, Suite 630 Greenbelt, MD 20770 Tel: (301) 477-3450 Fax: (301) 477-4813 Email: William@JohnsonLG.Law About Yvonne LLC Yvonne, LLC is a single asset real estate (as defined in 11 U.S.C. Sec. 101(51B)). It owns fee simple title to four condominium units in Washington, D.C., having an aggregate comparable sale value of $1.82 million. Yvonne filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-00013) on Jan. 14, 2021. Vincent Porter, managing member, signed the petition. The Debtor disclosed $1,820,503 in assets and $1,600,000 in liabilities. William C. Johnson, Jr., Esq., at the Johnson Law Group, LLC, represents the Debtor as counsel. ZACHAIR LTD: Seeks Court Approval to Hire O'Malley Miles -------------------------------------------------------- Zachair, Ltd. seeks approval from the U.S. Bankruptcy Court for the District of Maryland to hire O'Malley, Miles, Nylen & Gilmore, P.A. The law firm will assist in the zoning, entitlement and development matters related to the marketing and sale of the Debtor's property in Prince George's County, Md. The firm will be paid at these rates: Partners $475 per hour Associates $400 - $415 per hour Legal Assistants $175 per hour The retainer fee is $5,000. O'Malley is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code, according to court papers filed by the firm. The firm can be reached through: William McKay Shipp, Esq. O'Malley, Miles, Nylen & Gilmore, P.A. 7850 Walker Dr #310 Greenbelt, MD 20770 Phone: 301-572-7900 / 301-572-3248 Email: WShipp@omng.com About Zachair Ltd. Clinton, Md.-based Zachair, Ltd. was formed by Dr. Nabil Asterbadi to acquire Hyde Field, an airport for commercial and general aviation. Hyde Field is located near Andrews Air Force Base, National Harbor, Downtown Washington DC, and nearby Northern Virginia. It offers a 3000' lighted runway with a day and night instrument approach. For more information, visit http://www.hydefield.com/ Zachair filed a Chapter 11 petition (Bankr. D. Md. Case No. 20-10691) on Jan. 17, 2020. In the petition signed by Zachair President Nabil J. Asterbadi, the Debtor was estimated to have $10 million to $50 million in assets and $1 million to $10 million in liabilities. Judge Thomas J. Catliota oversees the case. Whiteford Taylor & Preston, LLP and CC Services Corporation serve as the Debtor's bankruptcy counsel and tax accountant, respectively. The Debtor tapped O'Malley, Miles, Nylen & Gilmore, P.A. to assist in the zoning, entitlement and development matters related to the sale of its property. ZARGON OIL: Completes Canadian Bankruptcy Reorganization -------------------------------------------------------- Zargon Oil & Gas Ltd. on Jan. 29 disclosed that it has completed certain transactions contemplated by a Bankruptcy and Insolvency Act (Canada) proposal (the "Proposal") filed by Zargon, Zargon Oil & Gas Partnership ("Zargon Partnership") and Zargon U.S. Holdings Ltd. ("Zargon US"), through their proposal trustee MNP Ltd. The Proposal provides for, among other things, the compromise and settlement of claims of creditors of Zargon, Zargon Partnership and Zargon US (the "Creditors") and a reorganization of the share capital of Zargon under the Business Corporations Act (Alberta) (the "Reorganization"). The Proposal was approved by the Creditors on December 4, 2020. The Court issued an order approving the Proposal and the Reorganization on January 6, 2021. In accordance with the Reorganization, the articles of the Corporation were amended to provide that all the ‎previously outstanding common shares of the Corporation were re-designated as a new class of redeemable ‎common shares. All such shares were redeemed for nil consideration and shares of a new class of common ‎shares were issued to Blue Sky Resources Ltd. ("Blue Sky"). In addition, all incentive awards of the Corporation were ‎cancelled without payment or other consideration. As a result of the Reorganization, Blue Sky has become the sole ‎shareholder of the Corporation.‎ As all of Zargon's shares are now owned by a single shareholder, Zargon plans to apply to the Canadian securities ‎regulators for an order to cease to be a reporting issuer in each of the provinces of Canada.‎ A copy of the Proposal can be retrieved from the website of the proposal trustee at: https://mnpdebt.ca/en/corporate/corporate-engagements/zargon-oil-and-gas-ltd-zargon-oil-and-gas-partnership-and-zargon-us-holdings-ltd [*] Bankruptcy Filings Down 29.7% in 2020 Despite Pandemic ---------------------------------------------------------- United States Courts on Jan. 28 disclosed that bankruptcy filings fell sharply for the 12-month period ending Dec. 31, 2020, despite a significant surge in unemployment related to the coronavirus (COVID-19). Annual bankruptcy filings in calendar year 2020 totaled 544,463, compared with 774,940 cases in 2019, according to statistics released by the Administrative Office of the U.S. Courts. That is a decrease of 29.7 percent. Only one category saw an increase in filings. Chapter 11 reorganizations rose 19.2 percent, from 6,808 in 2019 to 8,113 in 2020. Of those, 7,561 involved business reorganizations. The number of total filings was the lowest since 1986, when 530,438 bankruptcies were filed. Filings fell sharply in the early months of the pandemic, starting in March 2020, when many courts offered limited access to the public. In addition, bankruptcy filings can lag behind other economic indicators. Following the Great Recession, which began in 2007, new filings escalated until they peaked in 2010. [^] Large Companies with Insolvent Balance Sheet ------------------------------------------------ Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ --------- ------- ABSOLUTE SOFTWRE ABST US 136.7 (40.5) (9.7) ABSOLUTE SOFTWRE ABST CN 136.7 (40.5) (9.7) ABSOLUTE SOFTWRE OU1 GR 136.7 (40.5) (9.7) ABSOLUTE SOFTWRE ABT2EUR EU 136.7 (40.5) (9.7) ACCELERATE DIAGN 1A8 GR 104.2 (49.7) 85.0 ACCELERATE DIAGN AXDX US 104.2 (49.7) 85.0 ACCELERATE DIAGN AXDX* MM 104.2 (49.7) 85.0 ACCELERATE DIAGN 1A8 TH 104.2 (49.7) 85.0 ADAMAS PHARMACEU 136 TH 132.8 (34.6) 92.5 ADAMAS PHARMACEU ADMS US 132.8 (34.6) 92.5 ADAPTHEALTH CORP AHCO US 1,548.8 439.7 169.6 ADVANZ PHARMA CO CXRXF US 1,537.9 (68.1) 178.1 AGENUS INC AJ81 GR 204.5 (179.4) (21.4) AGENUS INC AGEN US 204.5 (179.4) (21.4) AGENUS INC AJ81 TH 204.5 (179.4) (21.4) AGENUS INC AGENEUR EU 204.5 (179.4) (21.4) AGENUS INC AJ81 QT 204.5 (179.4) (21.4) AGENUS INC AJ81 GZ 204.5 (179.4) (21.4) AGILITI INC AGLY US 745.0 (67.7) 17.3 ALPINE 4 TECHNOL ALPP US 36.6 (13.6) (5.2) AMC ENTERTAINMEN AMC US 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AMC4EUR EU 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AMC* MM 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AH9 TH 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AH9 QT 10,876.2 (2,335.4) (979.6) AMC ENTERTAINMEN AH9 GR 10,876.2 (2,335.4) (979.6) AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIR-BDR AALL34 BZ 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL11EUR EU 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL AV 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL TE 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G SW 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G GZ 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G QT 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL US 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE AAL* MM 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G GR 62,008.0 (6,867.0) (5,474.0) AMERICAN AIRLINE A1G TH 62,008.0 (6,867.0) (5,474.0) AMERISOURCEB-BDR A1MB34 BZ 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG TH 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABC2EUR EU 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG GR 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABC US 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG QT 44,274.8 (839.6) (797.4) AMERISOURCEBERGE ABG GZ 44,274.8 (839.6) (797.4) AMYRIS INC AMRS US 205.9 (78.7) 27.7 AMYRIS INC 3A01 GR 205.9 (78.7) 27.7 AMYRIS INC 3A01 TH 205.9 (78.7) 27.7 AMYRIS INC AMRSEUR EU 205.9 (78.7) 27.7 AMYRIS INC 3A01 QT 205.9 (78.7) 27.7 AMYRIS INC 3A01 SW 205.9 (78.7) 27.7 APACHE CORP APA GR 12,875.0 (37.0) 337.0 APACHE CORP APA* MM 12,875.0 (37.0) 337.0 APACHE CORP APA TH 12,875.0 (37.0) 337.0 APACHE CORP APA US 12,875.0 (37.0) 337.0 APACHE CORP APA GZ 12,875.0 (37.0) 337.0 APACHE CORP APA1 SW 12,875.0 (37.0) 337.0 APACHE CORP APAEUR EU 12,875.0 (37.0) 337.0 APACHE CORP APA QT 12,875.0 (37.0) 337.0 APACHE CORP- BDR A1PA34 BZ 12,875.0 (37.0) 337.0 AQUESTIVE THERAP AQST US 50.4 (36.5) 13.3 AUTOZONE INC AZO US 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 GR 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 TH 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 GZ 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZO AV 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 TE 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZO* MM 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZOEUR EU 14,568.6 (1,027.0) 380.1 AUTOZONE INC AZ5 QT 14,568.6 (1,027.0) 380.1 AUTOZONE INC-BDR AZOI34 BZ 14,568.6 (1,027.0) 380.1 AVID TECHNOLOGY AVD GR 261.4 (144.2) 11.7 AVID TECHNOLOGY AVID US 261.4 (144.2) 11.7 AVIS BUD-CEDEAR CAR AR 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CUCA GR 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CAR US 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CUCA TH 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CAR* MM 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CAR2EUR EU 19,596.0 (76.0) 469.0 AVIS BUDGET GROU CUCA QT 19,596.0 (76.0) 469.0 AZIYO BIOLOGIC-A AZYO US 46.1 (18.3) (3.4) BABCOCK & WILCOX BWEUR EU 605.8 (320.8) 116.9 BABCOCK & WILCOX UBW1 GR 605.8 (320.8) 116.9 BABCOCK & WILCOX BW US 605.8 (320.8) 116.9 BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7) BBTV HOLDINGS IN BBTVF US 1.0 (1.2) (0.7) BELLRING BRAND-A BRBR US 653.5 (161.0) 137.1 BELLRING BRAND-A BR6 GR 653.5 (161.0) 137.1 BELLRING BRAND-A BR6 TH 653.5 (161.0) 137.1 BELLRING BRAND-A BR6 GZ 653.5 (161.0) 137.1 BELLRING BRAND-A BRBR1EUR EU 653.5 (161.0) 137.1 BIGCOMMERCE-1 BIGC US 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 GR 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 GZ 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 TH 235.5 158.5 160.4 BIGCOMMERCE-1 BIGCEUR EU 235.5 158.5 160.4 BIGCOMMERCE-1 BI1 QT 235.5 158.5 160.4 BIODESIX INC BDSX US 46.5 (61.2) (38.4) BIOHAVEN PHARMAC BHVN US 782.0 (153.8) 491.2 BIOHAVEN PHARMAC 2VN GR 782.0 (153.8) 491.2 BIOHAVEN PHARMAC BHVNEUR EU 782.0 (153.8) 491.2 BIOHAVEN PHARMAC 2VN TH 782.0 (153.8) 491.2 BIONOVATE TECHNO BIIO US - (0.5) (0.5) BLACK IRON INC BKIN MM 2.3 (1.3) 1.6 BLUE BIRD CORP 4RB GR 317.4 (53.2) 5.2 BLUE BIRD CORP 4RB GZ 317.4 (53.2) 5.2 BLUE BIRD CORP BLBDEUR EU 317.4 (53.2) 5.2 BLUE BIRD CORP BLBD US 317.4 (53.2) 5.2 BOEING CO-BDR BOEI34 BZ 152,136.0 (18,075.0) 34,362.0 BOEING CO-CED BA AR 152,136.0 (18,075.0) 34,362.0 BOEING CO-CED BAD AR 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BAEUR EU 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA EU 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO GR 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BOE LN 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO TH 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA PE 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BOEI BB 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA US 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA SW 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA* MM 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA TE 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA AV 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO GZ 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BCO QT 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BA CI 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE BAUSD SW 152,136.0 (18,075.0) 34,362.0 BOEING CO/THE TR TCXBOE AU 152,136.0 (18,075.0) 34,362.0 BOMBARDIER INC-B BBDBN MM 24,109.0 (6,448.0) 791.0 BONE BIOLOGICS C BBLG US 0.0 (11.9) (0.5) BRINKER INTL BKJ GR 2,357.7 (444.1) (254.5) BRINKER INTL EAT US 2,357.7 (444.1) (254.5) BRINKER INTL BKJ TH 2,357.7 (444.1) (254.5) BRINKER INTL EAT2EUR EU 2,357.7 (444.1) (254.5) BRINKER INTL BKJ QT 2,357.7 (444.1) (254.5) BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8 BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8 CADIZ INC CDZI US 73.4 (22.5) 5.1 CADIZ INC CDZIEUR EU 73.4 (22.5) 5.1 CADIZ INC 2ZC GR 73.4 (22.5) 5.1 CALIFORNIA RESOU CRC US 4,856.0 (1,581.0) (774.0) CALIFORNIA RESOU 1CLD QT 4,856.0 (1,581.0) (774.0) CALIFORNIA RESOU 1CLD GR 4,856.0 (1,581.0) (774.0) CALIFORNIA RESOU CRC1EUR EU 4,856.0 (1,581.0) (774.0) CALUMET SPECIALT CLMT US 1,807.5 (44.8) 69.3 CAP SENIOR LIVIN CSU2EUR EU 740.5 (259.0) (305.6) CDK GLOBAL INC C2G QT 2,915.7 (514.5) (88.2) CDK GLOBAL INC CDK* MM 2,915.7 (514.5) (88.2) CDK GLOBAL INC C2G TH 2,915.7 (514.5) (88.2) CDK GLOBAL INC CDKEUR EU 2,915.7 (514.5) (88.2) CDK GLOBAL INC C2G GR 2,915.7 (514.5) (88.2) CDK GLOBAL INC CDK US 2,915.7 (514.5) (88.2) CEDAR FAIR LP FUN US 2,501.5 (551.3) 43.1 CENGAGE LEARNING CNGO US 2,849.9 (153.0) 161.4 CENTRUS ENERGY-A 4CU GR 468.2 (275.6) 70.5 CENTRUS ENERGY-A LEU US 468.2 (275.6) 70.5 CENTRUS ENERGY-A LEUEUR EU 468.2 (275.6) 70.5 CEREVEL THERAPEU CERE US 150.5 142.6 (1.7) CHEWY INC- CL A CHWY US 1,643.2 (56.4) (182.2) CHEWY INC- CL A CHWY* MM 1,643.2 (56.4) (182.2) CHOICE HOTELS CZH GR 1,570.1 (21.4) 163.2 CHOICE HOTELS CHH US 1,570.1 (21.4) 163.2 CHUN CAN CAPITAL CNCN US - (0.0) (0.0) CINCINNATI BELL CIB1 GR 2,563.8 (204.5) (88.5) CINCINNATI BELL CBBEUR EU 2,563.8 (204.5) (88.5) CINCINNATI BELL CBB US 2,563.8 (204.5) (88.5) CLOVER HEALTH IN CLOV US 828.7 797.9 (1.2) CLOVIS ONCOLOGY C6O GR 593.1 (163.4) 165.3 CLOVIS ONCOLOGY CLVS US 593.1 (163.4) 165.3 CLOVIS ONCOLOGY C6O QT 593.1 (163.4) 165.3 CLOVIS ONCOLOGY CLVSEUR EU 593.1 (163.4) 165.3 CLOVIS ONCOLOGY C6O TH 593.1 (163.4) 165.3 CLOVIS ONCOLOGY C6O GZ 593.1 (163.4) 165.3 CODIAK BIOSCIENC CDAK US 110.4 (44.0) 18.0 CODIAK BIOSCIENC 32W GR 110.4 (44.0) 18.0 CODIAK BIOSCIENC 32W TH 110.4 (44.0) 18.0 CODIAK BIOSCIENC CDAKEUR EU 110.4 (44.0) 18.0 CODIAK BIOSCIENC 32W QT 110.4 (44.0) 18.0 COGENT COMMUNICA CCOI US 1,000.9 (260.7) 380.1 COGENT COMMUNICA OGM1 GR 1,000.9 (260.7) 380.1 COGENT COMMUNICA CCOIEUR EU 1,000.9 (260.7) 380.1 COGENT COMMUNICA CCOI* MM 1,000.9 (260.7) 380.1 COMMUNITY HEALTH CYH US 16,516.0 (1,476.0) 1,063.0 COMMUNITY HEALTH CG5 GR 16,516.0 (1,476.0) 1,063.0 COMMUNITY HEALTH CG5 QT 16,516.0 (1,476.0) 1,063.0 COMMUNITY HEALTH CYH1EUR EU 16,516.0 (1,476.0) 1,063.0 COMMUNITY HEALTH CG5 TH 16,516.0 (1,476.0) 1,063.0 CONVERGE TECHNOL CTS CN 493.1 48.3 (105.8) CONVERGE TECHNOL CTS2EUR EU 493.1 48.3 (105.8) CONVERGE TECHNOL 0ZB GZ 493.1 48.3 (105.8) CONVERGE TECHNOL 0ZB GR 493.1 48.3 (105.8) CONVERGE TECHNOL CTSDF US 493.1 48.3 (105.8) CONVERSION LABS CVLB US 5.4 (8.0) (4.8) CURIS INC CUSA GR 45.7 (28.6) 19.2 CURIS INC CRIS US 45.7 (28.6) 19.2 CURIS INC CRISEUR EU 45.7 (28.6) 19.2 CURIS INC CUSA TH 45.7 (28.6) 19.2 CYTODYN INC CYDY US 143.8 (6.5) 15.1 CYTODYN INC CYDYEUR EU 143.8 (6.5) 15.1 CYTODYN INC 296 GZ 143.8 (6.5) 15.1 CYTODYN INC 296 GR 143.8 (6.5) 15.1 DEEP LAKE CAPITA DLCAU US - - - DELEK LOGISTICS DKL US 957.6 (111.5) 11.7 DENNY'S CORP DENN US 450.8 (138.4) (15.3) DENNY'S CORP DE8 TH 450.8 (138.4) (15.3) DENNY'S CORP DE8 GR 450.8 (138.4) (15.3) DENNY'S CORP DENNEUR EU 450.8 (138.4) (15.3) DIEBOLD NIXDORF DBD GR 3,627.8 (811.7) 391.4 DIEBOLD NIXDORF DBD US 3,627.8 (811.7) 391.4 DIEBOLD NIXDORF DBDEUR EU 3,627.8 (811.7) 391.4 DIEBOLD NIXDORF DBD TH 3,627.8 (811.7) 391.4 DIEBOLD NIXDORF DBD QT 3,627.8 (811.7) 391.4 DIEBOLD NIXDORF DBD SW 3,627.8 (811.7) 391.4 DIEBOLD NIXDORF DBD GZ 3,627.8 (811.7) 391.4 DINE BRANDS GLOB DIN US 2,070.9 (356.4) 203.3 DINE BRANDS GLOB IHP GR 2,070.9 (356.4) 203.3 DINE BRANDS GLOB IHP TH 2,070.9 (356.4) 203.3 DOMINO'S PIZZA EZV TH 1,620.9 (3,211.5) 468.0 DOMINO'S PIZZA EZV GR 1,620.9 (3,211.5) 468.0 DOMINO'S PIZZA DPZ US 1,620.9 (3,211.5) 468.0 DOMINO'S PIZZA DPZEUR EU 1,620.9 (3,211.5) 468.0 DOMINO'S PIZZA EZV GZ 1,620.9 (3,211.5) 468.0 DOMINO'S PIZZA DPZ AV 1,620.9 (3,211.5) 468.0 DOMINO'S PIZZA DPZ* MM 1,620.9 (3,211.5) 468.0 DOMINO'S PIZZA EZV QT 1,620.9 (3,211.5) 468.0 DOMO INC- CL B DOMO US 193.1 (78.5) (14.2) DOMO INC- CL B 1ON GR 193.1 (78.5) (14.2) DOMO INC- CL B DOMOEUR EU 193.1 (78.5) (14.2) DOMO INC- CL B 1ON GZ 193.1 (78.5) (14.2) DOMO INC- CL B 1ON TH 193.1 (78.5) (14.2) DRAFTKINGS INC-A 8DEA TH 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A 8DEA QT 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A 8DEA GZ 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A DKNG US 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A 8DEA GR 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A DKNG1EUR EU 2,566.7 1,994.7 973.0 DRAFTKINGS INC-A DKNG* MM 2,566.7 1,994.7 973.0 DYE & DURHAM LTD DND CN 271.9 112.3 0.8 DYE & DURHAM LTD DYNDF US 271.9 112.3 0.8 EOS ENERGY ENTER EOSE US 177.3 175.5 (1.3) EVERI HOLDINGS I EVRI US 1,458.2 (15.4) 89.9 EVERI HOLDINGS I G2C TH 1,458.2 (15.4) 89.9 EVERI HOLDINGS I G2C GR 1,458.2 (15.4) 89.9 EVERI HOLDINGS I EVRIEUR EU 1,458.2 (15.4) 89.9 EXTRACTION OIL & XOG US 2,370.6 (405.3) (338.7) EXTRACTION OIL & EH40 GR 2,370.6 (405.3) (338.7) EXTRACTION OIL & XOG1EUR EU 2,370.6 (405.3) (338.7) FATHOM HOLDINGS FTHM US 35.2 30.3 29.7 FINTECH ACQUIS-A FTCV US 0.0 (0.0) (0.0) FINTECH ACQUISI FTCVU US 0.0 (0.0) (0.0) FIRST NATIONAL E FNEC US 0.0 (0.7) (0.7) FLEXION THERAPEU F02 TH 263.4 (3.1) 186.2 FLEXION THERAPEU FLXNEUR EU 263.4 (3.1) 186.2 FLEXION THERAPEU F02 QT 263.4 (3.1) 186.2 FLEXION THERAPEU FLXN US 263.4 (3.1) 186.2 FLEXION THERAPEU F02 GR 263.4 (3.1) 186.2 FORTUNE VALLEY T FVTI US 0.4 (1.0) (0.9) FRONTDOOR IN FTDR US 1,407.0 (71.0) 211.0 FRONTDOOR IN 3I5 GR 1,407.0 (71.0) 211.0 FRONTDOOR IN FTDREUR EU 1,407.0 (71.0) 211.0 FTS INTERNAT-A FTSI US 452.2 (84.0) 187.2 FTS INTERNAT-A FT5 GR 452.2 (84.0) 187.2 FTS INTERNAT-A FTSI1EUR EU 452.2 (84.0) 187.2 GCM GROSVENOR-A GCMG US - - - GODADDY INC-A 38D TH 6,207.8 (163.8) (1,101.8) GODADDY INC-A 38D GR 6,207.8 (163.8) (1,101.8) GODADDY INC-A 38D QT 6,207.8 (163.8) (1,101.8) GODADDY INC-A GDDY* MM 6,207.8 (163.8) (1,101.8) GODADDY INC-A GDDY US 6,207.8 (163.8) (1,101.8) GOGO INC GOGO US 984.5 (647.2) 363.1 GOGO INC GOGOEUR EU 984.5 (647.2) 363.1 GOGO INC G0G QT 984.5 (647.2) 363.1 GOGO INC G0G GR 984.5 (647.2) 363.1 GOGO INC G0G TH 984.5 (647.2) 363.1 GOGO INC G0G GZ 984.5 (647.2) 363.1 GOOSEHEAD INSU-A GSHD US 120.0 (49.4) 25.2 GOOSEHEAD INSU-A 2OX GR 120.0 (49.4) 25.2 GOOSEHEAD INSU-A GSHDEUR EU 120.0 (49.4) 25.2 GRAFTECH INTERNA EAF US 1,467.6 (472.1) 445.4 GRAFTECH INTERNA G6G GR 1,467.6 (472.1) 445.4 GRAFTECH INTERNA EAFEUR EU 1,467.6 (472.1) 445.4 GRAFTECH INTERNA G6G TH 1,467.6 (472.1) 445.4 GRAFTECH INTERNA G6G QT 1,467.6 (472.1) 445.4 GRAFTECH INTERNA G6G GZ 1,467.6 (472.1) 445.4 GREEN PLAINS PAR GPP US 103.9 (61.6) (37.0) GREENSKY INC-A GSKY US 1,461.9 (205.9) 784.2 GURU ORGANIC ENE GURU CN 0.0 (0.0) (0.0) GURU ORGANIC ENE GUROF US 0.0 (0.0) (0.0) H&R BLOCK - BDR H1RB34 BZ 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB US 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB GR 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB TH 2,556.4 (280.0) 40.3 H&R BLOCK INC HRB QT 2,556.4 (280.0) 40.3 H&R BLOCK INC HRBEUR EU 2,556.4 (280.0) 40.3 H&R BLOCK INC HRBCHF SW 2,556.4 (280.0) 40.3 HERBALIFE NUTRIT HOO GR 2,921.2 (912.9) 639.4 HERBALIFE NUTRIT HLF US 2,921.2 (912.9) 639.4 HERBALIFE NUTRIT HOO TH 2,921.2 (912.9) 639.4 HERBALIFE NUTRIT HOO GZ 2,921.2 (912.9) 639.4 HERBALIFE NUTRIT HLFEUR EU 2,921.2 (912.9) 639.4 HERBALIFE NUTRIT HOO QT 2,921.2 (912.9) 639.4 HEWLETT-CEDEAR HPQ AR 34,681.0 (2,228.0) (5,572.0) HEWLETT-CEDEAR HPQD AR 34,681.0 (2,228.0) (5,572.0) HEWLETT-CEDEAR HPQC AR 34,681.0 (2,228.0) (5,572.0) HILTON WORLD-BDR H1LT34 BZ 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HLT* MM 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HLTEUR EU 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HLTW AV 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HI91 TE 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HI91 QT 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HLT US 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HI91 TH 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HI91 GR 17,129.0 (1,319.0) 2,285.0 HILTON WORLDWIDE HI91 GZ 17,129.0 (1,319.0) 2,285.0 HORIZON GLOBAL HZN US 458.0 (22.1) 91.8 HORIZON GLOBAL 2H6 GR 458.0 (22.1) 91.8 HORIZON GLOBAL HZN1EUR EU 458.0 (22.1) 91.8 HOVNANIAN ENT-A HOV US 1,827.3 (436.1) 829.0 HOVNANIAN ENT-A HOVEUR EU 1,827.3 (436.1) 829.0 HOVNANIAN ENT-A HO3A GR 1,827.3 (436.1) 829.0 HP COMPANY-BDR HPQB34 BZ 34,681.0 (2,228.0) (5,572.0) HP INC HPQ TE 34,681.0 (2,228.0) (5,572.0) HP INC 7HP GR 34,681.0 (2,228.0) (5,572.0) HP INC HPQ US 34,681.0 (2,228.0) (5,572.0) HP INC 7HP TH 34,681.0 (2,228.0) (5,572.0) HP INC HPQ* MM 34,681.0 (2,228.0) (5,572.0) HP INC HPQEUR EU 34,681.0 (2,228.0) (5,572.0) HP INC 7HP GZ 34,681.0 (2,228.0) (5,572.0) HP INC HPQ AV 34,681.0 (2,228.0) (5,572.0) HP INC HPQ SW 34,681.0 (2,228.0) (5,572.0) HP INC 7HP QT 34,681.0 (2,228.0) (5,572.0) HP INC HPQ CI 34,681.0 (2,228.0) (5,572.0) HP INC HPQUSD SW 34,681.0 (2,228.0) (5,572.0) IAA INC IAA US 2,388.8 (3.6) 352.4 IAA INC 3NI GR 2,388.8 (3.6) 352.4 IAA INC IAA-WEUR EU 2,388.8 (3.6) 352.4 IDERA PHARMACEUT HXXB GR 32.3 (32.4) 24.4 IDERA PHARMACEUT HXXB QT 32.3 (32.4) 24.4 IDERA PHARMACEUT IDRA US 32.3 (32.4) 24.4 IDERA PHARMACEUT HXXB TH 32.3 (32.4) 24.4 IMMUNOGEN INC IMU TH 248.0 (42.9) 119.5 IMMUNOGEN INC IMGNEUR EU 248.0 (42.9) 119.5 IMMUNOGEN INC IMU GZ 248.0 (42.9) 119.5 IMMUNOGEN INC IMU GR 248.0 (42.9) 119.5 IMMUNOGEN INC IMGN US 248.0 (42.9) 119.5 IMMUNOGEN INC IMU QT 248.0 (42.9) 119.5 IMMUNOGEN INC IMGN* MM 248.0 (42.9) 119.5 IMMUNOGEN INC IMU SW 248.0 (42.9) 119.5 IMMUNOME INC IMNM US 12.0 (0.7) 2.1 INFINITY PHARMAC INFI US 47.0 (14.1) 33.6 INFRASTRUCTURE A IEA US 722.4 (72.1) 97.1 INFRASTRUCTURE A IEAEUR EU 722.4 (72.1) 97.1 INFRASTRUCTURE A 5YF GR 722.4 (72.1) 97.1 INHIBRX INC INBX US 143.6 91.7 97.1 INHIBRX INC 1RK GR 143.6 91.7 97.1 INHIBRX INC INBXEUR EU 143.6 91.7 97.1 INHIBRX INC 1RK QT 143.6 91.7 97.1 INSEEGO CORP INSG US 223.7 (27.2) 40.7 INSEEGO CORP INO GR 223.7 (27.2) 40.7 INSEEGO CORP INSGEUR EU 223.7 (27.2) 40.7 INSEEGO CORP INO GZ 223.7 (27.2) 40.7 INSEEGO CORP INO TH 223.7 (27.2) 40.7 INSEEGO CORP INO QT 223.7 (27.2) 40.7 INTERCEPT PHARMA ICPT US 591.4 (130.3) 398.0 INTERCEPT PHARMA I4P GR 591.4 (130.3) 398.0 INTERCEPT PHARMA ICPT* MM 591.4 (130.3) 398.0 INTERCEPT PHARMA I4P TH 591.4 (130.3) 398.0 INTERCEPT PHARMA I4P GZ 591.4 (130.3) 398.0 JACK IN THE BOX JBX GR 1,906.5 (793.4) (4.8) JACK IN THE BOX JACK US 1,906.5 (793.4) (4.8) JACK IN THE BOX JBX GZ 1,906.5 (793.4) (4.8) JACK IN THE BOX JBX QT 1,906.5 (793.4) (4.8) JACK IN THE BOX JACK1EUR EU 1,906.5 (793.4) (4.8) JOSEMARIA RESOUR JOSES I2 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSE SS 28.8 (9.4) (18.4) JOSEMARIA RESOUR NGQSEK EU 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES IX 28.8 (9.4) (18.4) JOSEMARIA RESOUR JOSES EB 28.8 (9.4) (18.4) JUST ENERGY GROU JE US 1,137.7 (170.7) (33.8) JUST ENERGY GROU JE CN 1,137.7 (170.7) (33.8) JUST ENERGY GROU 1JE GR 1,137.7 (170.7) (33.8) JUST ENERGY GROU JEEUR EU 1,137.7 (170.7) (33.8) JUST ENERGY GROU 1JE1 TH 1,137.7 (170.7) (33.8) KILROY REALTY KRC GR 9,984.6 (103.1) - KILROY REALTY KRC US 9,984.6 (103.1) - KILROY REALTY KRCEUR EU 9,984.6 (103.1) - L BRANDS INC LTD GR 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LB US 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LTD TH 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LB* MM 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LTD QT 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LBRA AV 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LBEUR EU 11,161.0 (1,564.0) 1,597.0 L BRANDS INC LTD SW 11,161.0 (1,564.0) 1,597.0 L BRANDS INC-BDR LBRN34 BZ 11,161.0 (1,564.0) 1,597.0 LA JOLLA PHARM LJPC US 80.7 (85.5) 23.4 LENNOX INTL INC LII US 1,981.2 (115.7) 353.0 LENNOX INTL INC LXI TH 1,981.2 (115.7) 353.0 LENNOX INTL INC LII1EUR EU 1,981.2 (115.7) 353.0 LENNOX INTL INC LXI GR 1,981.2 (115.7) 353.0 LENNOX INTL INC LII* MM 1,981.2 (115.7) 353.0 LESLIE'S INC LESL US 746.4 (827.0) 113.9 LESLIE'S INC LE3 GR 746.4 (827.0) 113.9 LESLIE'S INC LESLEUR EU 746.4 (827.0) 113.9 LESLIE'S INC LE3 TH 746.4 (827.0) 113.9 LESLIE'S INC LE3 QT 746.4 (827.0) 113.9 MADISON SQUARE G MSG1EUR EU 1,219.4 (239.9) (216.3) MADISON SQUARE G MS8 GR 1,219.4 (239.9) (216.3) MADISON SQUARE G MSGS US 1,219.4 (239.9) (216.3) MANNKIND CORP NNFN TH 95.7 (186.4) (39.8) MANNKIND CORP MNKD US 95.7 (186.4) (39.8) MANNKIND CORP MNKDEUR EU 95.7 (186.4) (39.8) MANNKIND CORP NNFN SW 95.7 (186.4) (39.8) MCAFEE CORP - A MCFE US 5,553.0 (2,323.0) (1,182.0) MCAFEE CORP - A MC7 GR 5,553.0 (2,323.0) (1,182.0) MCAFEE CORP - A MCFEEUR EU 5,553.0 (2,323.0) (1,182.0) MCDONALD'S CORP TCXMCD AU 52,626.8 (7,824.9) 62.0 MCDONALDS - BDR MCDC34 BZ 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MDO TH 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD SW 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD US 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MDO GR 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD* MM 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD TE 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD AV 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCDEUR EU 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MDO GZ 52,626.8 (7,824.9) 62.0 MCDONALDS CORP 0R16 LN 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MDO QT 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD CI 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCDUSD SW 52,626.8 (7,824.9) 62.0 MCDONALDS CORP MCD PE 52,626.8 (7,824.9) 62.0 MCDONALDS-CEDEAR MCD AR 52,626.8 (7,824.9) 62.0 MCDONALDS-CEDEAR MCDC AR 52,626.8 (7,824.9) 62.0 MCDONALDS-CEDEAR MCDD AR 52,626.8 (7,824.9) 62.0 MEDIAALPHA INC-A MAX US 133.8 (146.6) (4.0) MEDLEY MANAGE-A MDLY US 38.7 (132.0) (15.2) MEDLEY MANAGE-A 731 GR 38.7 (132.0) (15.2) MERCER PARK BR-A MRCQF US 411.4 (7.6) 2.7 MERCER PARK BR-A BRND/A/U CN 411.4 (7.6) 2.7 MICHAELS COS INC MIKEUR EU 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM GR 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM TH 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIK US 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM QT 4,263.3 (1,389.9) 381.9 MICHAELS COS INC MIM GZ 4,263.3 (1,389.9) 381.9 MICROVISION INC MVIN TH 9.0 (4.2) (5.8) MICROVISION INC MVIS US 9.0 (4.2) (5.8) MICROVISION INC MVIN GR 9.0 (4.2) (5.8) MICROVISION INC MVISEUR EU 9.0 (4.2) (5.8) MICROVISION INC MVIN GZ 9.0 (4.2) (5.8) MICROVISION INC MVIN QT 9.0 (4.2) (5.8) MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3) MILESTONE MEDICA MMDPLN EU 1.0 (16.3) (16.3) MOGO INC MOGO CN 101.5 (3.3) - MOGO INC MOGO US 101.5 (3.3) - MONEYGRAM INTERN 9M1N GR 4,494.0 (249.1) (94.5) MONEYGRAM INTERN MGIEUR EU 4,494.0 (249.1) (94.5) MONEYGRAM INTERN 9M1N TH 4,494.0 (249.1) (94.5) MONEYGRAM INTERN MGI US 4,494.0 (249.1) (94.5) MONEYGRAM INTERN 9M1N QT 4,494.0 (249.1) (94.5) MONTES ARCHIM-A MAAC US 0.5 (0.0) (0.5) MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5) MOTOROLA SOL-BDR M1SI34 BZ 10,361.0 (740.0) 659.0 MOTOROLA SOL-CED MSI AR 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA GR 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MOT TE 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MSI US 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA TH 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MSI1EUR EU 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA GZ 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MOSI AV 10,361.0 (740.0) 659.0 MOTOROLA SOLUTIO MTLA QT 10,361.0 (740.0) 659.0 MSCI INC 3HM GR 4,111.7 (386.6) 1,183.2 MSCI INC MSCI US 4,111.7 (386.6) 1,183.2 MSCI INC 3HM GZ 4,111.7 (386.6) 1,183.2 MSCI INC 3HM QT 4,111.7 (386.6) 1,183.2 MSCI INC MSCI* MM 4,111.7 (386.6) 1,183.2 MSCI INC 3HM SW 4,111.7 (386.6) 1,183.2 MSCI INC 3HM TH 4,111.7 (386.6) 1,183.2 MSCI INC-BDR M1SC34 BZ 4,111.7 (386.6) 1,183.2 MSG NETWORKS- A MSGN US 893.6 (515.7) 294.3 MSG NETWORKS- A 1M4 QT 893.6 (515.7) 294.3 MSG NETWORKS- A MSGNEUR EU 893.6 (515.7) 294.3 MSG NETWORKS- A 1M4 TH 893.6 (515.7) 294.3 MSG NETWORKS- A 1M4 GR 893.6 (515.7) 294.3 NANTHEALTH INC NEL TH 209.0 (92.3) 10.2 NANTHEALTH INC NH US 209.0 (92.3) 10.2 NANTHEALTH INC NEL GR 209.0 (92.3) 10.2 NANTHEALTH INC NHEUR EU 209.0 (92.3) 10.2 NANTHEALTH INC NEL GZ 209.0 (92.3) 10.2 NATHANS FAMOUS NATH US 106.3 (63.1) 79.0 NATHANS FAMOUS NFA GR 106.3 (63.1) 79.0 NATHANS FAMOUS NATHEUR EU 106.3 (63.1) 79.0 NATIONAL CINEMED NCMI US 1,097.8 (210.4) 183.0 NATIONAL CINEMED XWM GR 1,097.8 (210.4) 183.0 NATIONAL CINEMED NCMIEUR EU 1,097.8 (210.4) 183.0 NAVISTAR INTL IHR TH 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL NAV US 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL IHR GR 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL NAVEUR EU 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL IHR QT 6,637.0 (3,822.0) 1,206.0 NAVISTAR INTL IHR GZ 6,637.0 (3,822.0) 1,206.0 NESCO HOLDINGS I NSCO US 769.5 (24.4) 54.0 NEW ENG RLTY-LP NEN US 293.1 (39.3) - NORTHERN OIL AND 4LT1 GR 1,025.5 (83.7) 13.3 NORTHERN OIL AND NOG US 1,025.5 (83.7) 13.3 NORTHERN OIL AND NOG1EUR EU 1,025.5 (83.7) 13.3 NORTONLIFEL- BDR S1YM34 BZ 6,313.0 (476.0) 44.0 NORTONLIFELOCK I NLOK US 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM TH 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM GR 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYMC TE 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYMC AV 6,313.0 (476.0) 44.0 NORTONLIFELOCK I NLOK* MM 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM GZ 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYMCEUR EU 6,313.0 (476.0) 44.0 NORTONLIFELOCK I SYM QT 6,313.0 (476.0) 44.0 NUTANIX INC - A 0NU GZ 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU GR 2,315.9 (557.4) 854.5 NUTANIX INC - A NTNXEUR EU 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU TH 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU QT 2,315.9 (557.4) 854.5 NUTANIX INC - A NTNX US 2,315.9 (557.4) 854.5 NUTANIX INC - A 0NU SW 2,315.9 (557.4) 854.5 OASIS PETROLEUM OAS US 2,506.8 (638.2) (235.9) OASIS PETROLEUM OS70 GR 2,506.8 (638.2) (235.9) OASIS PETROLEUM OAS1EUR EU 2,506.8 (638.2) (235.9) OCULAR THERAPEUT 0OT GZ 98.2 (4.1) 59.0 OCULAR THERAPEUT 0OT TH 98.2 (4.1) 59.0 OCULAR THERAPEUT OCULEUR EU 98.2 (4.1) 59.0 OCULAR THERAPEUT 0OT GR 98.2 (4.1) 59.0 OCULAR THERAPEUT OCUL US 98.2 (4.1) 59.0 OLEMA PHARMACEUT OLMA US 0.1 (1.2) (1.3) OMEROS CORP OMER US 227.1 (87.3) 148.3 OMEROS CORP 3O8 GR 227.1 (87.3) 148.3 OMEROS CORP 3O8 QT 227.1 (87.3) 148.3 OMEROS CORP OMEREUR EU 227.1 (87.3) 148.3 OMEROS CORP 3O8 TH 227.1 (87.3) 148.3 ONDAS HOLDINGS I ONDS US 2.6 (16.4) (16.3) OPENDOOR TECHNOL OPEN US 414.7 394.7 (4.9) OPTIVA INC OPT CN 84.2 (82.4) 3.3 OPTIVA INC RKNEF US 84.2 (82.4) 3.3 OTIS WORLDWI OTIS US 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG GR 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG GZ 10,710.0 (3,201.0) (180.0) OTIS WORLDWI OTISEUR EU 10,710.0 (3,201.0) (180.0) OTIS WORLDWI OTIS* MM 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG TH 10,710.0 (3,201.0) (180.0) OTIS WORLDWI 4PG QT 10,710.0 (3,201.0) (180.0) OTIS WORLDWI-BDR O1TI34 BZ 10,710.0 (3,201.0) (180.0) PAPA JOHN'S INTL PZZAEUR EU 816.7 (14.1) 19.4 PAPA JOHN'S INTL PZZA US 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 GR 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 GZ 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 TH 816.7 (14.1) 19.4 PAPA JOHN'S INTL PP1 QT 816.7 (14.1) 19.4 PARATEK PHARMACE PRTK US 198.7 (79.9) 172.1 PARATEK PHARMACE N4CN GR 198.7 (79.9) 172.1 PARATEK PHARMACE N4CN TH 198.7 (79.9) 172.1 PHILIP MORRI-BDR PHMO34 BZ 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 GR 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM US 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM1CHF EU 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 TH 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM1 TE 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM1EUR EU 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMI SW 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 0M8V LN 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMOR AV 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 GZ 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PM* MM 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN 4I1 QT 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMIZ EB 39,129.0 (10,245.0) 1,928.0 PHILIP MORRIS IN PMIZ IX 39,129.0 (10,245.0) 1,928.0 PLANET FITNESS-A PLNT1EUR EU 1,801.6 (722.9) 440.8 PLANET FITNESS-A 3PL QT 1,801.6 (722.9) 440.8 PLANET FITNESS-A PLNT US 1,801.6 (722.9) 440.8 PLANET FITNESS-A 3PL TH 1,801.6 (722.9) 440.8 PLANET FITNESS-A 3PL GR 1,801.6 (722.9) 440.8 PLANET FITNESS-A 3PL GZ 1,801.6 (722.9) 440.8 PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1 PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1 PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1 PPD INC PPD US 6,041.5 (915.2) 203.0 PRIORITY TECHNOL PRTH US 380.4 (98.3) 3.6 PRIORITY TECHNOL PRTHU US 380.4 (98.3) 3.6 PRIORITY TECHNOL PRTHEUR EU 380.4 (98.3) 3.6 PRIORITY TECHNOL 60W GR 380.4 (98.3) 3.6 PROGENITY INC 4ZU TH 119.6 (60.4) 5.7 PROGENITY INC 4ZU GR 119.6 (60.4) 5.7 PROGENITY INC 4ZU QT 119.6 (60.4) 5.7 PROGENITY INC PROGEUR EU 119.6 (60.4) 5.7 PROGENITY INC 4ZU GZ 119.6 (60.4) 5.7 PROGENITY INC PROG US 119.6 (60.4) 5.7 PSOMAGEN INC-KDR 950200 KS 49.5 36.8 25.3 PUMA BIOTECHNOLO PBYI US 261.7 (0.5) 41.6 PUMA BIOTECHNOLO 0PB TH 261.7 (0.5) 41.6 PUMA BIOTECHNOLO PBYIEUR EU 261.7 (0.5) 41.6 PUMA BIOTECHNOLO 0PB GR 261.7 (0.5) 41.6 QUANTUM CORP QNT2 GR 185.8 (194.0) 1.6 QUANTUM CORP QMCO US 185.8 (194.0) 1.6 QUANTUM CORP QTM1EUR EU 185.8 (194.0) 1.6 QUANTUM CORP QNT2 TH 185.8 (194.0) 1.6 RADIUS HEALTH IN RDUS US 196.0 (108.6) 101.7 RADIUS HEALTH IN 1R8 TH 196.0 (108.6) 101.7 RADIUS HEALTH IN RDUSEUR EU 196.0 (108.6) 101.7 RADIUS HEALTH IN 1R8 QT 196.0 (108.6) 101.7 RADIUS HEALTH IN 1R8 GR 196.0 (108.6) 101.7 REC SILICON ASA RECSIO IX 258.4 (19.2) 47.9 REC SILICON ASA REC SS 258.4 (19.2) 47.9 REC SILICON ASA RECSIO S1 258.4 (19.2) 47.9 REC SILICON ASA RECSIO TQ 258.4 (19.2) 47.9 REC SILICON ASA REC EU 258.4 (19.2) 47.9 REC SILICON ASA RECSIO EB 258.4 (19.2) 47.9 REC SILICON ASA REC NO 258.4 (19.2) 47.9 REC SILICON ASA RECSIO PO 258.4 (19.2) 47.9 REC SILICON ASA RECSIO QE 258.4 (19.2) 47.9 REC SILICON ASA RECSIO T1 258.4 (19.2) 47.9 REC SILICON ASA RECSIO I2 258.4 (19.2) 47.9 REC SILICON ASA RECSIO B3 258.4 (19.2) 47.9 REC SILICON ASA RECSIO S2 258.4 (19.2) 47.9 REC SILICON ASA RECSIO QX 258.4 (19.2) 47.9 REC SILICON ASA RECO S4 258.4 (19.2) 47.9 REMARK HOLD INC MARK US 16.1 (2.8) (5.8) REVLON INC-A REV US 2,973.3 (1,582.9) (38.9) REVLON INC-A RVL1 GR 2,973.3 (1,582.9) (38.9) REVLON INC-A RVL1 TH 2,973.3 (1,582.9) (38.9) REVLON INC-A REVEUR EU 2,973.3 (1,582.9) (38.9) REVLON INC-A REV* MM 2,973.3 (1,582.9) (38.9) RICE ACQUISIT- A RICE US 0.4 (0.1) 0.0 RICE ACQUISITION RICE/U US 0.4 (0.1) 0.0 RIMINI STREET IN RMNI US 220.3 (61.5) (64.7) SBA COMM CORP 4SB GR 9,034.7 (4,471.2) (92.7) SBA COMM CORP SBAC US 9,034.7 (4,471.2) (92.7) SBA COMM CORP 4SB GZ 9,034.7 (4,471.2) (92.7) SBA COMM CORP 4SB QT 9,034.7 (4,471.2) (92.7) SBA COMM CORP SBACEUR EU 9,034.7 (4,471.2) (92.7) SBA COMM CORP SBAC* MM 9,034.7 (4,471.2) (92.7) SBA COMM CORP 4SB TH 9,034.7 (4,471.2) (92.7) SBA COMMUN - BDR S1BA34 BZ 9,034.7 (4,471.2) (92.7) SCIENTIFIC GAMES SGMS US 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW GR 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW TH 8,102.0 (2,541.0) 1,424.0 SCIENTIFIC GAMES TJW GZ 8,102.0 (2,541.0) 1,424.0 SCOPUS BIOPHARMA SCPS US 1.2 (2.5) (2.6) SEAWORLD ENTERTA SEASEUR EU 2,650.2 (66.5) 211.5 SEAWORLD ENTERTA SEAS US 2,650.2 (66.5) 211.5 SEAWORLD ENTERTA W2L GR 2,650.2 (66.5) 211.5 SEAWORLD ENTERTA W2L TH 2,650.2 (66.5) 211.5 SELECTA BIOSCIEN SELB US 181.0 (7.4) 89.5 SELECTA BIOSCIEN 1S7 GR 181.0 (7.4) 89.5 SELECTA BIOSCIEN SELBEUR EU 181.0 (7.4) 89.5 SELECTA BIOSCIEN 1S7 TH 181.0 (7.4) 89.5 SELECTA BIOSCIEN 1S7 GZ 181.0 (7.4) 89.5 SHELL MIDSTREAM SHLX US 2,394.0 (414.0) 311.0 SINCLAIR BROAD-A SBTA GR 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBGIEUR EU 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA GZ 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBGI US 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA TH 12,483.0 (1,483.0) 1,567.0 SINCLAIR BROAD-A SBTA QT 12,483.0 (1,483.0) 1,567.0 SIRIUS XM HO-BDR SRXM34 BZ 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN SIRI US 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO GR 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO TH 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN SIRI AV 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN SIRIEUR EU 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO GZ 10,702.0 (911.0) (2,185.0) SIRIUS XM HOLDIN RDO QT 10,702.0 (911.0) (2,185.0) SIX FLAGS ENTERT 6FE GR 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT SIXEUR EU 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT 6FE QT 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT SIX US 2,865.0 (532.7) (46.8) SIX FLAGS ENTERT 6FE TH 2,865.0 (532.7) (46.8) SLEEP NUMBER COR SNBR US 780.1 (102.8) (348.2) SLEEP NUMBER COR SL2 GR 780.1 (102.8) (348.2) SLEEP NUMBER COR SNBREUR EU 780.1 (102.8) (348.2) SOTERA HEALTH CO SHC US 2,580.7 (627.5) 128.4 SOTERA HEALTH CO SH5 GR 2,580.7 (627.5) 128.4 SOTERA HEALTH CO SHCEUR EU 2,580.7 (627.5) 128.4 STARBUCKS CORP SBUX* MM 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB GR 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB TH 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX AV 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX TE 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUXEUR EU 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX IM 29,968.4 (7,904.0) 473.6 STARBUCKS CORP TCXSBU AU 29,968.4 (7,904.0) 473.6 STARBUCKS CORP USSBUX KZ 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB GZ 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX US 29,968.4 (7,904.0) 473.6 STARBUCKS CORP 0QZH LI 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX PE 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX SW 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SRB QT 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUX CI 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUXUSD SW 29,968.4 (7,904.0) 473.6 STARBUCKS CORP SBUXCL CI 29,968.4 (7,904.0) 473.6 STARBUCKS-BDR SBUB34 BZ 29,968.4 (7,904.0) 473.6 STARBUCKS-CEDEAR SBUX AR 29,968.4 (7,904.0) 473.6 STARBUCKS-CEDEAR SBUXD AR 29,968.4 (7,904.0) 473.6 SUNPOWER CORP SPWR US 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 GR 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 TH 1,449.3 (7.1) 107.0 SUNPOWER CORP SPWREUR EU 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 GZ 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 QT 1,449.3 (7.1) 107.0 SUNPOWER CORP S9P2 SW 1,449.3 (7.1) 107.0 TELOS CORP TLS US 85.8 (133.8) (11.3) TELOS CORP TLS2EUR EU 85.8 (133.8) (11.3) TENNECO INC-A TNN GR 11,811.0 (43.0) 1,258.0 TENNECO INC-A TEN US 11,811.0 (43.0) 1,258.0 TENNECO INC-A TEN1EUR EU 11,811.0 (43.0) 1,258.0 TENNECO INC-A TNN GZ 11,811.0 (43.0) 1,258.0 TENNECO INC-A TNN TH 11,811.0 (43.0) 1,258.0 TRANSDIGM - BDR T1DG34 BZ 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP TDG US 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP T7D GR 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP T7D TH 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP TDGEUR EU 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP T7D QT 18,395.0 (3,968.0) 5,344.0 TRANSDIGM GROUP TDG* MM 18,395.0 (3,968.0) 5,344.0 TRIUMPH GROUP TG7 GR 2,533.4 (1,064.4) 790.5 TRIUMPH GROUP TGI US 2,533.4 (1,064.4) 790.5 TRIUMPH GROUP TG7 TH 2,533.4 (1,064.4) 790.5 TRIUMPH GROUP TGIEUR EU 2,533.4 (1,064.4) 790.5 TUPPERWARE BRAND TUP GR 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP US 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP TH 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP1EUR EU 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP GZ 1,191.4 (244.0) (655.5) TUPPERWARE BRAND TUP QT 1,191.4 (244.0) (655.5) UBIQUITI INC UI US 751.9 (261.9) 334.9 UBIQUITI INC 3UB GR 751.9 (261.9) 334.9 UBIQUITI INC UBNTEUR EU 751.9 (261.9) 334.9 UBIQUITI INC 3UB GZ 751.9 (261.9) 334.9 UNISYS CORP UISCHF EU 2,407.4 (200.3) 549.4 UNISYS CORP USY1 TH 2,407.4 (200.3) 549.4 UNISYS CORP USY1 GR 2,407.4 (200.3) 549.4 UNISYS CORP UIS1 SW 2,407.4 (200.3) 549.4 UNISYS CORP UIS US 2,407.4 (200.3) 549.4 UNISYS CORP UISEUR EU 2,407.4 (200.3) 549.4 UNISYS CORP USY1 GZ 2,407.4 (200.3) 549.4 UNISYS CORP USY1 QT 2,407.4 (200.3) 549.4 UNITI GROUP INC 8XC GR 4,838.0 (1,995.1) - UNITI GROUP INC 8XC TH 4,838.0 (1,995.1) - UNITI GROUP INC UNIT US 4,838.0 (1,995.1) - UNITI GROUP INC 8XC SW 4,838.0 (1,995.1) - VALVOLINE INC 0V4 GR 3,051.0 (76.0) 994.0 VALVOLINE INC VVVEUR EU 3,051.0 (76.0) 994.0 VALVOLINE INC 0V4 QT 3,051.0 (76.0) 994.0 VALVOLINE INC VVV US 3,051.0 (76.0) 994.0 VECTOR GROUP LTD VGR US 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR GR 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGREUR EU 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR TH 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR QT 1,443.0 (662.1) 360.6 VECTOR GROUP LTD VGR GZ 1,443.0 (662.1) 360.6 VERISIGN INC VRS TH 1,764.3 (1,386.2) 228.1 VERISIGN INC VRS GR 1,764.3 (1,386.2) 228.1 VERISIGN INC VRSN US 1,764.3 (1,386.2) 228.1 VERISIGN INC VRSN* MM 1,764.3 (1,386.2) 228.1 VERISIGN INC VRSNEUR EU 1,764.3 (1,386.2) 228.1 VERISIGN INC VRS GZ 1,764.3 (1,386.2) 228.1 VERISIGN INC VRS QT 1,764.3 (1,386.2) 228.1 VERISIGN INC-BDR VRSN34 BZ 1,764.3 (1,386.2) 228.1 VERISIGN-CEDEAR VRSN AR 1,764.3 (1,386.2) 228.1 VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1 VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1 VERY GOOD FOOD C VERY CN 15.8 9.1 8.1 VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1 VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1 VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1 VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1 VIVINT SMART HOM VVNT US 2,924.7 (1,437.3) (300.3) WARNER MUSIC-A WMG US 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WA4 GZ 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WA4 GR 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WMGEUR EU 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WMG AV 6,410.0 (45.0) (1,042.0) WARNER MUSIC-A WA4 TH 6,410.0 (45.0) (1,042.0) WARNER MUSIC-BDR W1MG34 BZ 6,410.0 (45.0) (1,042.0) WATERS CORP WAT US 2,679.3 (41.6) 569.5 WATERS CORP WAZ GR 2,679.3 (41.6) 569.5 WATERS CORP WAZ TH 2,679.3 (41.6) 569.5 WATERS CORP WAZ QT 2,679.3 (41.6) 569.5 WATERS CORP WATEUR EU 2,679.3 (41.6) 569.5 WATERS CORP WAT* MM 2,679.3 (41.6) 569.5 WATERS CORP-BDR WATC34 BZ 2,679.3 (41.6) 569.5 WAYFAIR INC- A W US 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A W* MM 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF GZ 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF QT 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF GR 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A 1WF TH 4,558.4 (1,459.6) 826.1 WAYFAIR INC- A WEUR EU 4,558.4 (1,459.6) 826.1 WIDEOPENWEST INC WOW US 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WU5 QT 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WOW1EUR EU 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WU5 TH 2,499.3 (222.5) (100.6) WIDEOPENWEST INC WU5 GR 2,499.3 (222.5) (100.6) WINGSTOP INC WING1EUR EU 219.7 (183.5) 24.9 WINGSTOP INC WING US 219.7 (183.5) 24.9 WINGSTOP INC EWG GR 219.7 (183.5) 24.9 WINGSTOP INC EWG GZ 219.7 (183.5) 24.9 WINMARK CORP WINA US 35.8 (8.8) 10.4 WINMARK CORP GBZ GR 35.8 (8.8) 10.4 WORKHORSE GROUP WKHSEUR EU 120.4 (12.2) (32.4) WORKHORSE GROUP WKHS US 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO GR 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO TH 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO GZ 120.4 (12.2) (32.4) WORKHORSE GROUP 1WO QT 120.4 (12.2) (32.4) WW INTERNATIONAL WW US 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 GR 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 GZ 1,503.0 (581.2) (42.9) WW INTERNATIONAL WTW AV 1,503.0 (581.2) (42.9) WW INTERNATIONAL WTWEUR EU 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 QT 1,503.0 (581.2) (42.9) WW INTERNATIONAL WW6 TH 1,503.0 (581.2) (42.9) WYNDHAM DESTINAT WYND US 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WD5 TH 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WD5 GR 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WD5 QT 7,822.0 (993.0) 1,562.0 WYNDHAM DESTINAT WYNEUR EU 7,822.0 (993.0) 1,562.0 WYNN RESORTS LTD WYNN* MM 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYNN US 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR GR 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR TH 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYNNEUR EU 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR GZ 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYNN SW 13,967.1 (546.6) 2,180.8 WYNN RESORTS LTD WYR QT 13,967.1 (546.6) 2,180.8 WYNN RESORTS-BDR W1YN34 BZ 13,967.1 (546.6) 2,180.8 YRC WORLDWIDE IN YEL1 GR 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YRCW US 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YRCWEUR EU 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YEL1 QT 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YEL1 TH 2,108.3 (323.1) 321.6 YRC WORLDWIDE IN YEL1 SW 2,108.3 (323.1) 321.6 YUM! BRANDS -BDR YUMR34 BZ 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR TH 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR GR 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR GZ 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM US 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM AV 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR TE 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUMEUR EU 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC TGR QT 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM SW 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUMUSD SW 6,061.0 (7,919.0) 477.0 YUM! BRANDS INC YUM* MM 6,061.0 (7,919.0) 477.0 ZHEN DING RESOUR RBTK US 0.0 (10.1) (10.1) ********* 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 ***