/raid1/www/Hosts/bankrupt/TCR_Public/210204.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Thursday, February 4, 2021, Vol. 25, No. 34
Headlines
106 SPRING STREET: Citizens Bank Sets Auction of Workspace Shares
4-S RANCH: Seeks to Hire Klein DeNatale as Special Counsel
A1 CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
A2Z WIRELESS: S&P Alters Outlook to Stable, Affirms 'B' ICR
ACRISURE LLC: Moody's Assigns B2 Rating to $700MM Secured Notes
AKOUSTIS TECHNOLOGIES: Posts $11.9M Net Loss in Dec. 31 Quarter
AMBERSON NATURAL: March 3 Plan Confirmation Hearing Set
AT HOME GROUP: BlackRock Holds 6.4% Stake as of Dec. 31
AULT GLOBAL: Acquires 9.9% Stake in SilverSun Technologies
AUTHENTIC BRANDS: Loan Repricing No Impact on Moody's B2 CFR
AVG WEST: Feb. 24 Disclosure Statement Hearing Set
AVID BIOSERVICES: BlackRock Reports 6.4% Stake as of Dec. 31
BIOLASE INC: Intracoastal, 2 Other Investors Hold 5.8% Stake
BIOXXEL LLC: Case Summary & 12 Unsecured Creditors
BLANKENSHIP FARMS: Feb. 25 Disclosure Statement Hearing Set
CALCEUS ACQUISITION: S&P Downgrades ICR to 'B-' on Lower Demand
CARDINAL CARE: Has Until Feb. 5 to File Plan & Disclosures
CHESAPEAKE ENERGY: Nears Chapter 11 Exit With $1 Billion Debt Sale
CLEAR CHANNEL: S&P Rates New $1BB Senior Unsecured Notes 'CCC'
CONTURA ENERGY: BlackRock Holds 8% Equity Stake as of Dec. 31
COULEE HILL RANCH: Case Summary & 11 Unsecured Creditors
CYTOSORBENTS CORP: BlackRock Has 6.4% Stake as of Dec. 31
DESOTO OWNERS: March 17 Disclosure Statement Hearing Set
DIVERSIFIED HEALTHCARE: S&P Lowers ICR to 'BB-', Outlook Negative
DUALIS MEAT: Feb. 23 Plan & Disclosure Hearing Set
E.W. SCRIPPS: S&P Affirms 'B' ICR, Off Watch Pos., Outlook Stable
EASTERDAY RANCHES: Case Summary & 20 Largest Unsecured Creditors
EDGAR COLON: BPPR Ordered to Revise Timesheet Entries
FIRST ACCEPTANCE: A.M. Best Hikes Fin. Strength Rating to B (Fair)
GAINWELL HOLDING: S&P Affirms 'B' ICR on HMS Acquisition
GENERAL MOLY: March 1 Plan Confirmation Hearing Set
GREAT WESTERN PETROLEUM: S&P Places 'CCC-' ICR on Watch Positive
GREYLOCK CAPITAL: Says It's Qualified for Subchapter V Bankruptcy
GRUPO MARITIMO: US Trustee Still Has Issues With Plan & Disclosures
GULFPORT ENERGY: Bonds Ellis, et. al Represent Litigation Claimants
GVS PORTFOLIO: Owner of 64 Self-Storage Facilities Up for Auction
HERITAGE CHRISTIAN: Case Summary & 3 Unsecured Creditors
HIGHLAND CAPITAL: Recovery for Small Unsecureds Hiked to 85%
IN-SHAPE HOLDINGS: Committee Taps Potter Anderson as Del. Counsel
INFINITY INTERNET: Voluntary Chapter 11 Case Summary
INSPIREMD INC: Intracoastal, 2 Other Investors Hold 3.8% Stake
INTEGRATED CC: March 23 Auction for Holiday Inn Cleveland Owner
JMR100 LLC: Feb. 24 Plan Confirmation Hearing Set
KADMON HOLDINGS: BlackRock Has 8.7% Stake as of Dec. 31
KLAUSNER LUMBER TWO: Seeks OK of Asgaard Capital's Retention Fees
KNOTEL INC: Gets Interim Approval of $40 Million DIP Financing
L BRANDS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
LE TOTE: Lord & Taylor Gets Approval to Seek Chapter 11 Plan Votes
MAGNOLIA ASSOCIATES: Has Until March 2 to File Plan & Disclosure
MALLINCKRODT PLC: Berger Represents Tribal Leadership Committee
MALLINCKRODT PLC: Feb. 16, 2021 General Claims Bar Date Set
MANSIONS APARTMENT: Feb. 24 Disclosure Statement Hearing Set
MARRONE BIO: Appoints Sue Cheung as Chief Financial Officer
MARRONE BIO: Van Herk Entities Hold 6% Stake as of Dec. 31
MASHANTUCKET PEQUOT: Moody's Gives Ca-PD/LD Prob. of Default Rating
MBD FARMS: Case Summary & 2 Unsecured Creditors
MILLER TOOL: Seeks to Hire DWH LLC as Financial Consultant
MILLER TOOL: Seeks to Hire Strobl Sharp as Legal Counsel
MOHAJER12 CORP: Court Junks TRO and Injunction Bid
MOHEGAN TRIBAL: Moody's Hikes CFR to Caa1 Following Refinancing
MOTELS OF SUGAR: Seeks Access to Cash Collateral
MREF REIT: Lender Sets Brooklyn Property Auction for Feb. 5
MURPHY OIL: S&P Affirms 'BB' Long-Term ICR, Outlook Negative
MY FL MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
NCI FARMS: Case Summary & 2 Unsecured Creditors
NEW CAFE: NY Priority Claims to Be Paid in Full in 5 Years
OMEROS CORP: BlackRock Has 8.7% Equity Stake as of Dec. 31
ONATAH FARMS: Case Summary & 16 Unsecured Creditors
ONIX CAPITAL: Auction for Open English, Dialpad Shares Feb. 15
ORGANIC POWER: Euro-Caribe Says Plan Patently Unconfirmable
ORIGIN AGRITECH: Delays Filing of Fiscal 2020 Annual Report
PACIFIC LINKS: Case Summary & 20 Largest Unsecured Creditors
PBS BRAND: Seeks to Hire Morris James as Legal Counsel
PHIO PHARMACEUTICALS: Intracoastal, 2 Others Report 7.2% Stake
PLAYPOWER INC: Moody's Completes Review, Retains B3 CFR
PLUS THERAPEUTICS: Intracoastal, 2 Other Investors Hold 5.9% Stake
PULMATRIX INC: Intracoastal, 2 Other Investors Hold 6.4% Stake
QUANTUM CORP: 180 Degree Capital Acquires 5.5% Equity Stake
QUEEN CITY REHABS: Seeks Approval to Hire Real Estate Agent
REDFISH COMMONS: First Bank Says Plan Unconfirmable
REFINITIV US: Moody's Withdraws B3 CFR Following Debt Repayment
REWALK ROBOTICS: Intracoastal, et al. Hold 9.6% of Ordinary Shares
ROCKET TRANSPORTATION: Seeks to Hire Jaafar Law as Legal Counsel
RUBIE'S COSTUME: March 17 Plan & Disclosure Hearing Set
RUBIE'S COSTUME: Sale Gives Unsec. Creditors 34% to 61% Recovery
RUBY PIPELINE: S&P Lowers ICR to 'B-' on Refinancing Risk
RUSSO REAL ESTATE: Voluntary Chapter 11 Case Summary
SCARISBRICK LAND: Granted Use of Cash Collateral Thru March 5
SELIM'S DOENER: Seeks to Use Cash Collateral
SERENDIPITY LABS: Has Until April 30 to File Chapter 11 Plan
SEZIKEYE FINANCIAL: Seeks to Hire Robert M. Stahl as Legal Counsel
SHAPPHIRE RESOURCES: March 17 Plan Confirmation Hearing Set
SHRUNGI LLC: Case Summary & 5 Unsecured Creditors
SITO MOBILE: Exclusive Plan Filing Period Extended to Feb. 16
SOUTHLAND ROYALTY: Halliburton Did Not Obtain Lien on Production
SP PF BUYER: Moody's Completes Review, Retains Caa1 Rating
STURDIVANT TAYLOR: Has Until March 17 to File Plan & Disclosures
SUPERIOR ENERGY: Emerges From Chapter 11 Bankruptcy
SURI REALTY: Seeks to Hire Locke Lord as Legal Counsel
TAKATA CORP: US Bankruptcy Trustee Cuts $84Mil. Auto Parts MDL Deal
TD HOLDINGS: Intracoastal, 2 Others Hold Less Than 1% Equity Stake
TIMOTHY PLACE: Court Approves Modified Disclosure Statement
TRANSPINE INC: US Trustee Opposes Plan & Disclosures
TURNING POINT: S&P Alters Outlook to Stable, Affirms 'B+' ICR
VANTAGE POINT: Unsecured Creditors to Recover 2.9% or 5.5% in Plan
VAUGHN COLLEGE: S&P Affirms 'BB-' Rating on 2016A Revenue Bonds
VERINT SYSTEMS: S&P Affirms 'BB-' Rating on Senior Unsecured Debt
VERSCEND HOLDING: S&P Alters Outlook to Positive, Affirms 'B' ICR
VRAI TABERNACLE: E&Y Assets Objects to Disclosure Statement
WARDMAN HOTEL: Seeks to Hire Eastdil Secured as Real Estate Broker
WARDMAN HOTEL: Seeks to Hire Pachulski Stang as Legal Counsel
WARDMAN HOTEL: Seeks to Hire Pryor Cashman as Litigation Counsel
WELCOME HOME: Has Until Feb. 5 to File Plan & Disclosures
YATSEN GROUP: Pursues Restructuring Under CCAA
YRC WORLDWIDE: Portolan Capital Acquires 5.2% Equity Stake
Z & J LLC: $2-Mil. From Sale to Pay All Claims in Full
ZACHAIR LTD: Seeks to Hire Mendelson & Mendelson as Tax Accountant
ZINC-POLYMER PARENT: S&P Alters Outlook to Pos., Affirms 'B-' ICR
[*] CFTC Adopts Comprehensive Amendments to Bankruptcy Rules
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
106 SPRING STREET: Citizens Bank Sets Auction of Workspace Shares
-----------------------------------------------------------------
Citizens Bank N.A., successor by merger to Citizens Bank of
Pennsylvania, as administrative agent and lender, will offer for
sale at public auction, all of 106 Spring Street Owner LLC's
("Debtor"), right, title, and interests in and to (a) 20.6% of the
shares of Workspace Inc. and (b) certain related rights and
property relating thereto.
The public auction will be held on Feb. 16, 2021, at 2:00 p.m. (New
York Time), by remote auction via the Cisco WebEx Platform or
web-based video conferencing or telephonic conferencing program
selected by the Citizens Bank of Pennsylvania. The sale will be
conducted by Matthew D. Mannion of Mannion Auctions LLC, at 305
Broadway, Suite 200, New York, New York.
Interested parties who intend to bid must contact the secured
party's agent:
Eastdil Secured
Will Silverman
Managing Director
Tel: (212)-315-7200
E-mail: wsilver-man@eastdilsecured.com
4-S RANCH: Seeks to Hire Klein DeNatale as Special Counsel
----------------------------------------------------------
4-S Ranch Partners, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to employ Klein,
DeNatale, Goldner, Cooper, Rosenlieb & Kimball, LLP as its special
counsel.
The firm will assist with filing a declaratory relief action with
respect to the Merced Groundwater Ordinance.
As managing partner of his firm's water law and public agency
practice group, Joseph Hughes, Esq., will lead the engagement. His
current hourly rate is $500.
The hourly rates for other attorneys range from $175 to $550 while
the hourly rates for law clerks, paralegal assistants and
investigators range from $85 to $175.
Mr. Hughes disclosed in a court filing that the firm neither
represents nor holds any interest adverse to the Debtor.
The firm can be reached through:
Joseph D. Hughes, Esq.
Klein, DeNatale, Goldner, Cooper,
Rosenlieb & Kimball, LLP
4550 California Avenue, 2nd Floor
Bakersfield, CA 93309
Phone: 661-485-2100
Fax: 661-326-0418
Email: jhughes@kleinlaw.com
About 4-S Ranch Partners
4-S Ranch Partners, LLC is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)).
4-S Ranch Partners filed its voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. Calif. Case No. 20-10800) on March
2, 2020. Stephen W. Sloan, Debtor's managing member, signed the
petition.
At the time of filing, the Debtor was estimated to have $500
million to $1 billion in assets and $50 million to $100 million in
liabilities.
Judge Rene Lastreto II oversees the case.
Macdonald Fernandez LLP and Klein, DeNatale, Goldner, Cooper,
Rosenlieb & Kimball, LLP serve as the Debtor's bankruptcy counsel
and special counsel, respectively. The Debtor tapped McGinley &
Associates, Inc. as hydrogeological rebuttal expert witness and
hydrogeological consultant.
A1 CONTRACTING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: A1 Contracting, LLC
138 Moose Loop Road
Canton, GA 30114
Chapter 11 Petition Date: February 3, 2021
Court: United States Bankruptcy Court
Northern District of Georgia
Case No.: 21-50943
Judge: Hon. Sage M. Sigler
Debtor's Counsel: Thomas T. McClendon, Esq.
JONES & WALDEN, LLC
699 Piedmont Avenue NE
Atlanta, GA 30308
Tel: 404-564-9300
Fax: 404-564-9301
E-mail: tmcclendon@joneswalden.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jason Moody, sole owner.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/K5WY7PY/A1_Contracting_LLC__ganbke-21-50943__0001.0.pdf?mcid=tGE4TAMA
A2Z WIRELESS: S&P Alters Outlook to Stable, Affirms 'B' ICR
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.S.-based independent, exclusive Verizon retailer A2Z Wireless
Holding Inc. (doing business as Victra) and revised its outlook to
stable from negative.
S&P said, "At the same time, we are assigning our 'B' issue-level
rating on the company's new $635 million senior secured notes due
2025. The recovery rating is '4'. The issuer of the debt is LSF9
Atlantis Holdings, LLC.
"The stable outlook reflects our view that threats posed by the
pandemic to Victra's sales and liquidity have subsided. We expect
modest revenue growth over the next 12 months with debt to EBITDA
around low-5x on a sustained basis.
"Victra has outperformed our expectations during the pandemic,
although we expect some profit moderation over the next 12 months.
The outlook revision follows Victra's improved revenue and profit
trends during the third quarter, which we expect will continue over
the next year, amid the ongoing COVID-19 pandemic. Victra closed
about 25% of its stores at the peak of the pandemic. However,
various cost reduction initiatives including expense controls and
the closing of underperforming stores to offset some of the
declines in sales has benefitted operating performance. Moreover,
Victra's 2020 margins benefited from Verizon's temporary COVID-19
financial support in the form of minimum commission levels.
"As of the third quarter of 2020, leverage was 4.4x on a rolling
12-month basis and we now expect the company's earnings and credit
metrics will return to their pre-pandemic levels in 2021 and
thereafter. Despite store closures and the decline in wireless
activations in Q3, higher average selling prices of devices
(including accessories and insurance proceeds) offset a 1.1%
decrease in revenue. As a result, in 2020, we expect the revenue
decline to be less than 3%, with EBITDA margins improving to the
12% range.
"The releveraging transaction supports our view of the company's
aggressive financial policy and our expectation that it will
maintain elevated debt levels. The company plans to issue $635
million senior secured notes to repay its existing term loan ($579
million outstanding as of Sept. 30, 2020) and pay a special
dividend which will increase pro-forma leverage to slightly above
5x as of Q3 2020. We expect debt-financed dividends and
opportunistic acquisitions would continue to make improvements in
leverage temporary given the company's financial sponsor ownership.
With the proposed transaction, the company will have no near-term
maturities until 2026 as it is also extending the maturity of its
revolving credit facility (not rated)."
The wireless retail industry remains intensely competitive and
fragmented but should benefit from the 5G rollout and device
upgrades in the next few years. Victra is Verizon's largest
independent retailer based on store count and benefits somewhat
from the non-discretionary nature of demand for mobile phones. Due
to its revenue concentration from Verizon, Victra depends on the
competitiveness of Verizon's plans relative to other carriers to
drive sales and profitability. Compounding this dependency risk is
the continued elongation of the wireless device upgrade cycle as
wireless device retail prices continue to rise and has resulted in
less frequent device upgrades.
S&P said, "Our base case incorporates modest growth in the fourth
quarter of 2020 (which is the highest contributing quarter and
generates about 35% of EBITDA historically) followed by
low-single-digit growth in 2021 mainly driven by the rollout of
Verizon's 5G network as new devices are expected to lead to
differentiated sales and services. As a result, we expect increased
traffic and upgrade cycles.
"The stable outlook reflects our expectation for operating
performance to improve over the next 12 months on disciplined cost
management and continued improvement in gross profit per activation
resulting in debt to EBITDA sustained around the low- 5x area."
S&P could lower the rating on Victra if:
-- Its operating performance and credit measures deteriorate below
S&P's base-case expectations possibly because of unfavorable
commission arrangements, shifts in consumer behavior, or delays in
the 5G roll out, such that we believe its competitive standing is
weaker.
-- S&P sees EBITDA margin contracting by more than 120 basis
points below its base case, with leverage approaching 6x.
-- S&P anticipates free operating cash flow generation to decline
significantly to less than $10 million to $15 million per year.
S&P could raise the rating on Victra if:
-- The company benefits from volume growth through new technology
advancements in mobile phones that drive replacement demand and
EBITDA growth.
-- S&P sees EBITDA margin expanding by more than 150 basis points
above our base case, with leverage sustained in the mid-4x area.
-- The company and its financial sponsor adopt a more conservative
financial policy.
ACRISURE LLC: Moody's Assigns B2 Rating to $700MM Secured Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to $700 million
of eight-year senior secured notes being issued by Acrisure, LLC.
The notes rank pari passu with Acrisure's first-lien senior secured
credit facilities. The company intends to use net proceeds from the
offering along with cash on hand to refinance its $950 million of
senior secured notes due in February 2024, fund future acquisitions
and pay related fees and expenses. The rating outlook for Acrisure
is unchanged at stable.
RATINGS RATIONALE
Acrisure's ratings reflect its growing market presence in US
insurance brokerage and select international markets, its good mix
of business across property & casualty insurance and employee
benefits, and its healthy EBITDA margins. Acrisure maintains the
existing brands of its many acquired entities and allows them to
operate fairly autonomously, while centralizing critical financial
reporting and compliance functions. Acrisure aligns the interests
of its existing and acquired businesses by including significant
common equity in its purchase consideration. While GSO/Blackstone
holds a majority of Acrisure's preferred equity, Acrisure
Management and Agency Partners own more than 90% of the firm's
common equity.
These strengths are offset by Acrisure's large number and dollar
volume of acquisitions and its rising debt burden. The acquisition
strategy heightens the firm's integration risk and its exposure to
errors and omissions in the delivery of professional services. The
acquisitions also give rise to contingent earnout liabilities that
consume a substantial portion of Acrisure's free cash flow.
Acrisure's performance is holding up relatively well through the
coronavirus-related economic slowdown with revenues of $1.4 billion
for the first nine months of 2020 and strong EBITDA margins helped
by expense savings. The company's organic growth was slightly
negative for the first nine months of 2020 while retention rates
remained solid. Moody's expects that Acrisure will continue to
limit its discretionary spending to maintain its credit profile as
the economy recovers.
Acrisure has a pro forma debt-to-EBITDA ratio at or slightly above
7.5x and (EBITDA - capex) interest coverage in the range of
1.5x-2x, per Moody's estimates. The company is improving its cash
flow generation, and produced positive free cash flow after
contingent earnout payments and scheduled debt amortization during
the first nine months of 2020. These metrics incorporate the rating
agency's adjustments for operating leases, contingent earnout
liabilities, changes in a warrant liability, and run-rate earnings
from recent and pending acquisitions. Moody's expects Acrisure to
reduce its financial leverage over the next couple of years in line
with provisions it has agreed to with its preferred equity holders,
and to continue generating positive free cash flow after earnout
payments and debt amortization.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to a rating upgrade include: (i)
debt-to-EBITDA ratio below 6x; (ii) (EBITDA - capex) coverage of
interest exceeding 2x; (iii) free-cash-flow-to-debt ratio exceeding
5%; and (iv) declining proportion of revenue and earnings from
newly acquired versus existing business.
Factors that could lead to a rating downgrade include: (i)
debt-to-EBITDA ratio above 7.5x; (ii) (EBITDA - capex) coverage of
interest below 1.2x; (iii) free-cash-flow-to-debt ratio below 2%,
or negative free cash flow after contingent earnout payments and
scheduled debt amortization; or (iv) disruptions to existing or
newly acquired operations.
Moody's has assigned the following rating to Acrisure, LLC:
$700 million eight-year senior secured notes at B2 (LGD3).
Acrisure Finance, Inc. is a co-issuer of the notes.
Moody's maintains the following ratings on Acrisure:
Corporate family rating at B3;
Probability of default rating at B3-PD;
$350 million senior secured revolving credit facility (undrawn)
maturing in February 2025 at B2 (LGD3);
$3.9 billion senior secured term loan maturing in February 2027 at
B2 (LGD3);
$950 million senior secured notes maturing in February 2024 at B2
(LGD3) (rating to be withdrawn at closing when this facility is
repaid);
$925 million senior unsecured notes maturing in November 2025 at
Caa2 (LGD6);
$400 million senior unsecured notes maturing in August 2026 at Caa2
(LGD6).
The rating outlook for Acrisure is unchanged at stable.
The principal methodology used in these ratings was Insurance
Brokers and Service Companies published in June 2018.
Based in Grand Rapids, Michigan, Acrisure distributes a range of
property & casualty insurance, employee benefits and related
products to small and midsize businesses through offices in a
majority of US states and through operations in the UK, Switzerland
and Bermuda. The company generated revenue of $2 billion for the 12
months through September 2020.
AKOUSTIS TECHNOLOGIES: Posts $11.9M Net Loss in Dec. 31 Quarter
---------------------------------------------------------------
Akoustis Technologies, Inc., filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $11.91 million on $1.31 million of revenue for the three months
ended Dec. 31, 2020, compared to a net loss of $9.31 million on
$518,000 of revenue for the three months ended Dec. 31, 2019.
For the six months ended Dec. 31, 2020, the Company reported a net
loss of $23.86 million on $1.94 million of revenue compared to a
net loss of $18.29 million on $1.06 million of revenue for the six
months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $77.57 million in total
assets, $31.08 million in total liabilities, and $46.48 million in
total stockholders' equity.
As of Dec. 31, 2020, the Company had cash and cash equivalents of
$47.7 million and working capital of $35.7 million. The Company
has historically incurred recurring operating losses and
experienced net cash used in operating activities.
As of Jan. 25, 2021, the Company had $43.9 million of cash and cash
equivalents, which the Company expects to be sufficient to fund its
operations beyond the next twelve months from the date of filing of
this Form 10-Q. These funds will be used to fund the Company's
operations, including capital expenditures, R&D, commercialization
of its technology, development of its patent strategy and expansion
of its patent portfolio, as well as to provide working capital and
funds for other general corporate purposes. Except pursuant to its
ATM Equity Offering Sales Agreement with BofA Securities, Inc. and
Piper Sandler & Co., the Company has no commitments or arrangements
to obtain any additional funds, and there can be no assurance such
funds, including under the ATM Equity Offering Sales Agreement,
will be available on acceptable terms or at all. The Company said
that if it is unable to obtain additional financing in a timely
fashion and on acceptable terms, its financial condition and
results of operations may be materially adversely affected and it
may not be able to continue operations or execute its stated
commercialization plan.
Jeff Shealy, founder and CEO of Akoustis, commented, "The December
quarter continued our momentum as we drove revenue from each of our
major market segments including WiFi, 5G mobile, 5G infrastructure
and defense." Mr. Shealy continued, "Despite the ongoing COVID-19
pandemic, we achieved many of our strategic milestones for the
December quarter. We are actively delivering volume production of
our WiFi 6 tandem filter solution, shipping multiple 5G small cell
XBAW™ filter solutions, delivering initial designs of our new 5G
mobile filter solutions to multiple customers and we are now
entering the market with our WiFi 6E coexistence XBAW filter
solutions. We expect continued top-line growth moving forward and,
given our growing backlog of commercially available RF filter
products and technology aimed at large and growing markets, we plan
to once again significantly expand the capacity at our New York
fab."
Akoustis previously announced a 500% capacity expansion at its New
York fab, which is expected to be completed by this June. To
support the anticipated filter demand from multiple 5G handset,
WiFi 6E and other customers in calendar 2022 and beyond, the
Company now plans to double its manufacturing capacity once again
beyond its previously stated plan by the end of calendar 2021.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1584754/000121390021005552/f10q1220_akoustistechno.htm
About Akoustis Technologies
Headquartered in Huntersville, NC, Akoustis is focused on
developing, designing, and manufacturing innovative RF filter
products for the mobile wireless device industry, including for
products such as smartphones and tablets, cellular infrastructure
equipment, and WiFi premise equipment.
Akoustis reported a net loss of $36.14 million for the year ended
June 30, 2020, compared to a net loss of $29.25 million for the
year ended June 30, 2019. As of Sept. 30, 2020, the Company had
$64.35 million in total assets, $29.16 million in total
liabilities, and $35.18 million in total stockholders' equity.
AMBERSON NATURAL: March 3 Plan Confirmation Hearing Set
-------------------------------------------------------
On Nov. 17, 2020, Debtor Amberson Natural Resources LLC filed with
the U.S. Bankruptcy Court for the Western District of Texas, San
Antonio Division, a Disclosure Statement for Chapter 11 Plan. On
Jan. 22, 2021, Judge Craig A. Gargotta approved the Disclosure
Statement and ordered that:
* Feb. 22, 2021, is fixed as the last day for filing written
acceptances or rejections of the plan.
* March 3, 2021, at 10:00 a.m. is the telephonic hearing on
confirmation of the plan.
* Feb. 22, 2021, is fixed as the last day for filing and
serving written objections to confirmation of the plan.
The Plan provides for the settlement and repayment of claims and
causes of action against the Debtor's Estate. The Plan proposes to
borrow $80,000 from the Debtor's Lender to make an immediate 5.7%
distribution to certain of the Debtor's creditors, then liquidate
and distribute the value of 90% of the interests in another entity
called Cannon Grove Investments, LLC, which owns certain real
estate in Hidalgo County, Texas, referred to as the CG Property.
The Debtor values its asserted interests in the CG Property at $4.5
million, which the Debtor estimates is more than enough to pay its
creditors in full. The Plan proposes to assert Causes of Action and
litigation to, among other things, recover the Debtor's interests
in the CG Property and liquidate those interests for distribution
to creditors
Under the Plan, general unsecured claims totaling $1,395,060, will
recover 5.7% of their claims. Unsecured claims will receive
Payment of (a) a share of the Lender Contribution (1) Pro Rata
with Allowed McAllen Claims, minus the GUC Contribution; and (b) a
share of Distributable Cash Pro Rata with Allowed General Unsecured
Claims and Lender Subordinated Claims.
A copy of the Disclosure Statement dated Nov. 17, 2020, is
available at https://bit.ly/2MyEbd7
A full-text copy of the Order dated Jan. 22, 2021, is available at
https://bit.ly/3oAcI7V from PacerMonitor.com at no charge.
Counsel for the Debtor:
Jason M. Rudd
Scott D. Lawrence
WICK PHILLIPS GOULD & MARTIN, LLP
3131 McKinney Avenue, Suite 100
Dallas, Texas 75204
Telephone: (214) 692-6200
Facsimile: (214) 692-6255
E-mail: jason.rudd@wickphillips.com
scott.lawrence@wickphillips.com
About Amberson Natural Resources
Amberson Natural Resources, LLC, a company based in San Antonio,
Texas, filed a Chapter 11 petition (Bankr. W.D. Tex. Case No.
20-51302) on July 20, 2020. In the petition signed by Jon
Christian Amberson, manager, Debtor was estimated to have $1
million to $10 million in both assets and liabilities. Judge Craig
A. Gargotta oversees the case. Wick Phillips Gould & Martin LLP
serves as the Debtor's bankruptcy counsel.
AT HOME GROUP: BlackRock Holds 6.4% Stake as of Dec. 31
-------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, it
beneficially owns 4,166,240 shares of common stock of At Home Group
Inc. which represents 6.4 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1364742/000083423721003037/us04650y1001_012821.txt
About At Home Group Inc.
At Home Group Inc. (NYSE: HOME) is a home decor retailer offering
more than 50,000 on-trend home products to fit any budget or style,
from furniture, mirrors, rugs, art and housewares to tabletop,
patio and seasonal decor. At Home is headquartered in Plano,
Texas, and currently operates 219 stores in 40 states.
At Home recorded a net loss of $214.4 million for the year ended
Jan. 25, 2020, compared to net income of $48.99 million for the
year ended Jan. 26, 2019. As of Oct. 24, 2020, the Company had
$2.37 billion in total assets, $1.97 billion in total liabilities,
and $399.64 million in total shareholders' equity.
AULT GLOBAL: Acquires 9.9% Stake in SilverSun Technologies
----------------------------------------------------------
Ault Global Holdings, Inc. and Milton C. Ault, III disclosed in a
Schedule 13D filed with the Securities and Exchange Commission that
as of Jan. 21, 2021, they beneficially own 446,255 shares of common
stock of SilverSun Technologies, Inc., which represents 9.91
percent of the shares outstanding. The aggregate percentage of
shares reported owned by the reporting persons is based upon
4,501,271 shares outstanding, which is the total number of shares
outstanding as of Nov. 9, 2020, as reported in the issuer's
Quarterly Report on Form 10-Q filed with the SEC on Nov. 10, 2020.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/896493/000121465921001088/r21210sc131d.htm
About Ault Global Holdings, Inc.
Ault Global Holdings, Inc. fka DPW Holdings, Inc. is a diversified
holding company pursuing growth by acquiring undervalued businesses
and disruptive technologies with a global impact. Through its
wholly and majority-owned subsidiaries and strategic investments,
the Company provides mission-critical products that support a
diverse range of industries, including defense/aerospace,
industrial, telecommunications, medical, and textiles. In
addition, the Company extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. Corporate
headquarters are located at 11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141; http://www.AultGlobal.com/.
DPW Holdings recorded a net loss available to common stockholders
of $32.93 million for the year ended Dec. 31, 2019, compared to a
net loss available to common stockholders of $32.34 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$43.64 million in total assets, $39.12 million in total
liabilities, and $4.52 million in total stockholders' equity.
Ziv Haft., Certified Public Accountants (Isr.) BDO Member Firm, the
Company's auditor since 2012, issued a "going concern"
qualification in its report dated May 29, 2020 citing that the
Company has a working capital deficiency, has incurred significant
losses and needs to raise additional funds to meet its obligations
and sustain its operations. These conditions raise substantial
doubt about the Company's ability to continue as a going concern.
AUTHENTIC BRANDS: Loan Repricing No Impact on Moody's B2 CFR
------------------------------------------------------------
Moody's Investors Service says ABG Intermediate Holdings 2 LLC's
(dba "Authentic Brands") proposed repricing of its $1.597 billion
first lien senior secured term loan is credit positive. The
proposed repricing will immediately reduce the interest rate on the
first lien term loan by up to 50 basis points, saving the company
around $8 million in annual interest cost. There is no impact on
the company's ratings, including the B2 corporate family rating,
B2-PD probability of default rating, and the B2 ratings on the
company's senior secured first lien credit facilities. The outlook
is stable.
Authentic Brands' credit profile reflects governance risks,
including financial and M&A strategies that have led to high
leverage driven by both its acquisitive nature and financial
sponsor ownership, as well as moderate brand and licensee
concentrations, and potential for execution challenges associated
with its acquisition-based growth strategy. Moody's-adjusted
debt-to-EBITDA was around 6 times as of September 30, 2020, after
experiencing modest deterioration due to disruptions caused by the
global spread of the coronavirus (COVID-19) and increased debt
related to the incremental term loan raised in July. However,
preliminary results for the year ended December 2020 show full year
revenue and earnings growth over 2019, supported by recent
acquisitions, collections on a large portion of guaranteed minimum
royalties from licensees, e-commerce growth and effective expense
management initiatives. Moody's expects financial leverage to
improve over the coming year as a result of revenue and earnings
growth, including earnings from recent acquisitions.
Authentic Brands' credit profile also reflects its relatively
stable and predictable revenue and cash flow streams received in
the form of royalty payments from its licensees, which include
significant contractually guaranteed minimums which augment
potential overages (payments made in excess of those amounts).
Also, its inherently asset-light licensor business model carries
low fixed overhead costs and supports the company's strong
operating margins and associated free cash flow generation.
Headquartered in New York, NY, ABG Intermediate Holdings 2 LLC is
the borrowing entity for holding company Authentic Brands Group LLC
(dba "Authentic Brands"). Authentic Brands is a brand management
company with a portfolio of over 50 brands. The company also has
control over the use of the name, image and likeness of several
celebrities. The company is majority owned by private equity firms,
with affiliates of BlackRock being the largest shareholders,
followed by General Atlantic, Leonard Green, Lion Capital, Simon
Property Group, management and other co-investors. Authentic Brands
is privately owned and does not publicly disclose its financial
information. Revenue was less than $500 million for the twelve
month period ended September 2020.
AVG WEST: Feb. 24 Disclosure Statement Hearing Set
--------------------------------------------------
AVG West, LLC, filed with the U.S. Bankruptcy Court for the
Northern District of Texas, Fort Worth Division, a Disclosure
Statement and Plan. On Jan. 22, 2021, Judge Mark X. Mullin ordered
that:
* Feb. 24, 2021, at 9:30 a.m. in the United States Bankruptcy
Court, 501 W. 10th Street, Fort Worth, Texas 76102 is the hearing
to consider the approval of the disclosure statement.
* Feb. 17, 2021, is fixed as the last day for filing and
serving written objections to the disclosure statement.
A full-text copy of the order dated Jan. 22, 2021, is available at
https://bit.ly/3oASXNI from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joyce W. Lindauer
Kerry S. Alleyne
Guy H. Holman
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, Texas 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About AVG West
AVG West, LLC, is a single asset real estate debtor (as defined in
11 U.S.C. Section 101(51B)). It owns approximately 21.7 acres of
unimproved land located in the city of Winter Haven, Polk County,
Florida. It intends to develop the property into multi-family
apartment homes.
On Nov. 4, 2020, AVG West sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-43414). AVG West
President Tim Barton signed the petition. At the time of the
filing, the Debtor disclosed $1 million to $10 million in both
assets and liabilities.
Judge Mark X. Mullin oversees the case.
Joyce W. Lindauer Attorney, PLLC, serves as the Debtor's counsel.
AVID BIOSERVICES: BlackRock Reports 6.4% Stake as of Dec. 31
------------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, it
beneficially owns 3,845,408 shares of common stock of Avid
Bioservices Inc. which represents 6.4 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/704562/000083423721002989/us05368m1062_012821.txt
About Avid Bioservices
Avid Bioservices -- http://www.avidbio.com-- is a dedicated
contract development and manufacturing organization (CDMO) focused
on development and CGMP manufacturing of biopharmaceutical drug
substances derived from mammalian cell culture. The company
provides a comprehensive range of process development, CGMP
clinical and commercial manufacturing services for the
biotechnology and biopharmaceutical industries. With over 27 years
of experience producing monoclonal antibodies and recombinant
proteins, Avid's services include CGMP clinical and commercial drug
substance manufacturing, bulk packaging, release and stability
testing and regulatory submissions support. For early-stage
programs, the company provides a variety of process development
activities, including upstream and downstream development and
optimization, analytical methods development, testing and
characterization. The scope of its services ranges from standalone
process development projects to full development and manufacturing
programs through commercialization.
Avid Bioservires reported a net loss of $10.47 million for the year
ended April 30, 2020, a net losses of $4.21 million for the year
ended April 30, 2019, and a net loss of $21.81 million for the year
ended April 30, 2018. As of Oct. 31, 2020, the Company had $113.59
million in total assets, $64.21 million in total liabilities, and
$49.38 million in total stockholders' equity.
"We currently anticipate that our cash and cash equivalents as of
April 30, 2020, excluding the aforementioned $4.4 million in loan
proceeds that were returned to the lender thereof in May 2020,
combined with our projected cash receipts from services to be
rendered under our existing customer contracts, will be sufficient
to fund our operations for at least the next 12 months from the
date of this Annual Report.
"In the event we are unable to generate sufficient cash flow to
support our current operations, we may need to raise additional
capital in the equity markets in order to fund our future
operations. We may raise funds through the issuance of debt or
through the public offering of securities. There can be no
assurance that these financings will be available on acceptable
terms, or at all. Our ability to raise additional capital in the
equity and debt markets is dependent on a number of factors
including, but not limited to, the market demand for our common
stock. The market demand or liquidity of our common stock is
subject to a number of risks and uncertainties including, but not
limited to, our financial results and economic and market
conditions. Further, global financial crises and economic
downturns, including those caused by widespread public health
crises such as the COVID-19 pandemic, may cause extreme volatility
and disruptions in capital and credit markets, and may impact our
ability to raise additional capital when needed on acceptable
terms, if at all. If we are unable to fund our continuing
operations through these sources, we may need to restructure, or
cease, our operations. In addition, even if we are able to raise
additional capital, it may not be at a price or on terms that are
favorable to us. Any of these actions could materially harm our
business, financial condition, results of operations, and future
prospects," the Company stated in its 2020 Annual Report.
BIOLASE INC: Intracoastal, 2 Other Investors Hold 5.8% Stake
------------------------------------------------------------
Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2020, they beneficially own
5,745,002 shares of common stock of Biolase, Inc., which represents
5.8% of the shares outstanding. A full-text copy of the regulatory
filing is available for free at:
https://www.sec.gov/Archives/edgar/data/811240/000121390021005131/ea134082-13ga1intra_biolase.htm
About BIOLASE
BIOLASE -- http://www.biolase.com-- is a medical device company
that develops, manufactures, markets, and sells laser systems for
the dentistry, and medicine industries. BIOLASE's proprietary
laser products incorporate approximately patented 259 and 41
patent-pending technologies designed to provide biologically
clinically superior performance with less pain and faster recovery
times.
Biolase reported a net loss of $17.85 million for the year ended
Dec. 31, 2019, compared to a net loss of $21.52 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$41.99 million in total assets, $28.14 million in total
liabilities, and $13.85 million in total stockholders' equity.
BDO USA, LLP, in Costa Mesa, California, the Company's auditor
since 2005, issued a "going concern" qualification in its report
dated March 27, 2020 citing that the Company has suffered recurring
losses from operations, has negative cash flows from operations and
has uncertainties regarding the Company's ability to meet its debt
covenants and service its debt. These factors, among others, raise
substantial doubt about its ability to continue as a going concern.
BIOXXEL LLC: Case Summary & 12 Unsecured Creditors
--------------------------------------------------
Debtor: BioXXel, LLC
23832 Rockfield Boulevard, Suite 245
Lake Forest, CA 92630
Business Description: BioXXel, LLC is a Single Asset Real Estate
company (as defined in 11 U.S.C. Section
101(51B)).
Chapter 11 Petition Date: February 2, 2021
Court: United States Bankruptcy Court
Central District of California
Case No.: 21-10256
Judge: Hon. Theodor Albert
Debtor's Counsel: David A. Wood, Esq.
MARSHACK HAYS LLP
870 Roosevelt
Irvine, CA 92620-3663
Tel: (949) 333-7777
Fax: (949) 333-7778
Email: dwood@marshackhays.com
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Josh Teeple, chief restructuring
officer.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/7K7DU4Q/BioXXel_LLC__cacbke-21-10256__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Avid Global Corporation $3,400,000
c/o Counsel to Avid Global Corp.
420 Exchange, Ste. 270
Irvine, CA 92602
2. Catherine Van $200,000
8 Sundown Pass
Irvine, CA 92604
3. Eastern Municipal Water District $0
2270 Trumble Road
Perris, CA 92570
4. Exxel USA, Inc. $45,000
30590 Cochise Circle
Murrieta, CA 92563
5. International Pharmaceutical $100,000
Distribution Co., Ltd.
30590 Cochise Circle
Murrieta, CA 92563
6. Law Office of Jack Bao $50,000
Quoc Nguyen
14361 Beach Boulevard, Suite 211
Westminster, CA 92683
7. National Business Investigations $23,223
dba MPS Security
27247 Madison Ave, Suite 106
Temecula, CA 92590
8. Pharmaxx, Inc.- $490,000
(Potential Insider)
30590 Cochise Circle
Murrieta, CA 92563
9. Southern California $85,077
EdisonBusiness Customers
P.O. Box 300
Rosemead, CA 91772
10. Southern California Gas Co. $0
Remittance Processing
ML 711D
1801 S. Atlantic Blvd.
Monterey Park, CA 91754
11. Stream Kim Hicks Wrage & Alfaro, PC $220,000
3403 Tenth Street, Suite 700
Riverside, CA 92501
12. Ware MalComb $12,000
10 Edelman
Irvine, CA 92618
BLANKENSHIP FARMS: Feb. 25 Disclosure Statement Hearing Set
-----------------------------------------------------------
On Jan. 21, 2021, Trustee Marianna Williams filed with the U.S.
Bankruptcy Court for the Western District of Tennessee a disclosure
statement and plan for Debtor Blankenship Farms, LP. On Jan. 26,
2021, Judge Jimmy L. Croom ordered that:
* Feb. 25, 2021, at 9:30 a.m. is the telephonic hearing to
consider the approval of the disclosure statement.
* Objections to the disclosure statement can be filed at any
time prior to the actual approval of the disclosure statement.
A full-text copy of the order dated Jan. 26, 2021, is available at
https://bit.ly/3rds2Jj from PacerMonitor.com at no charge.
Attorneys for Marianna Williams:
BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC
E. Franklin Childress, Jr.
M. Ruthie Hagan
165 Madison Avenue, Suite 2000
Memphis, Tennessee 38103
Direct: 901.577.5147
Fax: 901.577.0845
E-mail: fchildress@bakerdonelson.com
About Blankenship Farms
Headquartered in Parsons, Tennessee, Blankenship Farms, LP, is an
active Tennessee limited partnership whose primary business is
farming operations for row crops and cattle. It filed for Chapter
11 bankruptcy protection (Bankr. W.D. Tenn. Case No. 16-10840) on
April 27, 2016, estimating assets and liabilities between $1
million and $10 million. The petition was signed by James Trent
Blankenship, president of TWB Management Inc., general partner of
the Debtor.
The case is assigned to Judge Jimmy L. Croom.
Robert Campbell Hillyer, Esq., at Butler Snow LLP, served as
counsel to the Debtor. Adam Vandiver of Vandiver Enterprises, LLC,
served as farm equipment appraiser, and Brasher Accounting was the
accountant.
Marianna Williams was appointed as Chapter 11 trustee on March 9,
2017. The trustee retained Baker Donelson Bearman Caldwell &
Berkowitz, PC, as legal counsel. The trustee also tapped Evans
Real Estate as real estate agent; Marvin E. Alexander and Alexander
Auction & Real Estate Sales as auctioneer; and Phillip Hollis,
Esq., to provide real property title search services.
CALCEUS ACQUISITION: S&P Downgrades ICR to 'B-' on Lower Demand
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
Calceus Acquisition Inc. (Cole Haan) to 'B-' from 'B'.
S&P said, "Concurrent with the downgrade, we are lowering our
ratings on the company's senior secured term loan to 'B-' from 'B'.
The recovery rating remains unchanged at '4'.
"The negative outlook reflects that we could lower the ratings over
the next 12 months if we believe liquidity is weak or the capital
structure is unsustainable due to continued negative EBITDA and
free operating cash flow (FOCF).
"Our downgrade of Cole Haan reflects our expectation of minimal
EBITDA, ongoing cash burn through fiscal 2021 and for liquidity to
remain adequate. As a result, we expect elevated leverage and
negative FOCF through the next 12 months."
The recent surge in COVID-19 cases in many regions and related
lockdowns and travel restrictions continue to hinder Cole Haan's
profitability and deleveraging ability. Cole Haan's operating
performance in the second quarter of fiscal 2021 (ended November
2020) was significantly weaker than S&P's previous expectations as
sales volumes continue to decline significantly. Operating trends
improved in September as the U.S. economy showed signs of
reopening, but reversed quickly amid new pandemic-related lockdowns
in October and November, due to the resurgence of COVID-19 cases.
S&P said, "In addition, we believe the company has been
aggressively working to clear its old-season inventory through
heavy promotional activity. We believe the demand plunge will be
most concentrated in the third quarter (ending February 2021) as
the pandemic still constrains consumer demand."
S&P said, "We now forecast revenues will decline more than 25% in
fiscal 2021 with negative EBITDA generation. This will result in
adjusted debt to EBITDA weakening to about 13x, significantly
higher than our previous expectation of closer to 8x. We also
expect FOCF to decline to about a $10 million deficit.
"Moreover, given the still limited visibility on macroeconomic
conditions, we expect the recovery to remain muted in fiscal 2022
with annual FOCF generation remaining below $10 million. We
originally expected the company to recover to leverage in the
high-4x area and FOCF to improve significantly to about $40 million
by the end of the fiscal year ended May 2022.
"We expect the company to continue to maintain its cost base and
manage its working capital tightly to align with its revenue
declines in order to reduce cash burn and restore cash flow
generation. Cole Haan took aggressive measures early in 2020 to
address its fixed-cost structure, working with landlords on rent
concessions and reducing employee costs through temporary furloughs
and pay reductions. Cole Haan also permanently reduced its
corporate headcount to optimize its cost base. Additionally, it
worked with suppliers to cancel and redirect inventory orders to
e-commerce channels to maintain a better balance with demand. We
believe the company will continue to manage working capital
conservatively with shortened lead times on inventory orders and
reduced accounts receivables. Moreover, we expect it to curtail
discretionary capital expenditures (capex) to help navigate through
heightened volatility in operating performance.
"We expect Cole Haan to prioritize stabilizing profitability
through a higher proportion of full-price sales once its inventory
balances are optimized. However, we expect sales will remain below
pre-pandemic volumes until at least 2023. Although we expect
profitability to continue to be significantly depressed, these
measures should help Cole Haan partially offset cash flow declines
and restore positive cash flow generation in fiscal 2022.
"We believe liquidity will remain adequate despite expected cash
burn through fiscal 2021. We now expect it will take longer for
Cole Haan's cash flow to break even given our protracted recovery
expectations. However, we believe liquidity, which as of Nov. 30,
2020, consisted of approximately $144 million cash and $18 million
availability under its $125 million revolving credit facility, is
sufficient to weather the pandemic. We expect the company to repay
a significant portion of its asset-based lending (ABL) borrowings
in 2021 and improve liquidity further. Our base case assumes Cole
Haan will burn approximately $10 million in fiscal 2021."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
The negative outlook reflects the possibility S&P could lower the
rating over the next 12 months if it believes liquidity is weak or
the capital structure is unsustainable.
S&P could lower the ratings if liquidity deteriorates beyond its
expectations or the capital structure becomes unsustainable due
to:
-- Delays in COVID-19 vaccine distribution, causing restrictions
to persist and leading to continued weak demand for Cole Haan's
products and its inability to repay its seasonal ABL borrowings;
-- The company triggering its 1x springing fixed-charge covenant,
which would require an amendment; and
-- The company being unable to manage through the evolving
pandemic environment, leading to continued FOCF deficits.
S&P could revise the outlook to stable if:
-- The coronavirus pandemic stabilizes and global economy
strengthens such that Cole Haan shows positive sales momentum; and
-- S&P is confident liquidity will remain adequate and financial
metrics will continue to improve.
Although unlikely over the next 12 months, S&P could raise its
rating on Cole Haan if it has confidence it will sustain leverage
below 7x and generate at least $10 million annual FOCF.
CARDINAL CARE: Has Until Feb. 5 to File Plan & Disclosures
----------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California has ordered that debtor Cardinal
Care LLC may have up to and including Feb. 5, 2021, within which to
file its Chapter 11 Plan and Disclosure Statement.
A full-text copy of the order dated Jan. 22, 2021, is available at
https://bit.ly/39ApM8U from PacerMonitor.com at no charge.
Attorneys for Debtor:
DAVID A. BOONE - STATE BAR NO. 74165
LAW OFFICES OF DAVID A. BOONE
1611 The Alameda
San Jose, CA 95126
Tel: (408) 291-6000
About Cardinal Care Management
Cardinal Care Management, LLC, operator of a residential care
facility for the elderly, filed a Chapter 11 petition (Bankr. N.D.
Cal. Case No. 20-41557) on Sept. 24, 2020. Steve Chou, managing
member, signed the petition. The Debtor was estimated to have $0
to $50,000 in assets and $1 million to $10 million in liabilities.
Judge Charles Novack oversees the case. The Law Offices of David
A. Boone is the Debtor's legal counsel.
CHESAPEAKE ENERGY: Nears Chapter 11 Exit With $1 Billion Debt Sale
------------------------------------------------------------------
Chesapeake Energy Corporation on Feb. 2, 2021 announced that,
subject to market conditions, Chesapeake's wholly-owned indirect
subsidiary, Chesapeake Escrow Issuer LLC (the "Issuer"), intends to
offer $500 million aggregate principal amount of senior notes due
2026 (the "2026 Notes") and $500 million aggregate principal amount
of senior notes due 2029 (the "2029 Notes, and collectively with
the 2026 Notes, the "Notes") pursuant to exemptions from
registration under the Securities Act of 1933, as amended (the
"Securities Act").
The offering of the Notes is part of a series of exit financing
transactions being undertaken in connection with a restructuring of
Chesapeake and certain of its subsidiaries (collectively, the
"Debtors"), to be effected through a plan of reorganization under
Chapter 11 of title 11 of the United States Code in the U.S.
Bankruptcy Court for the Southern District of Texas substantially
on the terms of the Debtors' Fifth Amended Joint Chapter 11 Plan of
Reorganization of Chesapeake Energy Corporation and its Debtor
Affiliates, filed January 12, 2021 (as it may be amended,
supplemented or modified, the "Plan") and approved by the
Bankruptcy Court on January 16, 2021 (the "Chapter 11 Cases").
If the Notes are issued prior to satisfaction of certain escrow
release conditions, which include the occurrence of the effective
date of the Plan (the "Effective Date"), the Issuers will deposit
the gross proceeds of the offering for each series of Notes into a
segregated escrow account for each series of Notes (each, an
"Escrow Account"). The Notes of each series will be secured by a
lien on amounts deposited in the applicable Escrow Account until
such amounts are released upon satisfaction of the escrow release
conditions.
On the Effective Date, the Escrow Issuer will merge with and into
Chesapeake with Chesapeake continuing as the surviving entity, and
the Notes will be assumed by Chesapeake. The proceeds of the
offering, together with cash on hand and the anticipated proceeds
from the other exit financing transactions, including borrowings
under a new revolving credit facility and a rights offering of new
shares of common stock, will be used to fund the distributions
provided for under the Plan, including the repayment of
Chesapeake's debtor-in-possession facility and certain fees,
commissions and expenses related to Chesapeake's emergence from
bankruptcy.
Pricing
Chesapeake announced that the 2026 Notes will be sold at 100% of
the aggregate principal amount and will have a maturity date of
February 1, 2026. The 2029 Notes will be sold at 100% of the
aggregate principal amount and will have a maturity date of
February 1, 2029. The closing of the offering of the Notes is
expected to occur on or about February 5, 2021, subject to
customary closing conditions.
About Chesapeake Energy Corp.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NYSE: CHK) operations are focused on discovering and developing
its large and geographically diverse resource base of
unconventional oil and natural gas assets onshore in the United
States.
Chesapeake Energy and its affiliates sought Chapter 11 protection
(Bankr. S.D. Tex. Lead Case No. 20-33233) on June 28, 2020, after
reaching terms of a Chapter 11 plan of reorganization to eliminate
approximately $7 billion of debt.
The Debtors tapped Kirkland & Ellis LLP as legal counsel, Jackson
Walker LLP as co-counsel and conflicts counsel, Alvarez & Marsal as
restructuring advisor, Rothschild & Co and Intrepid Financial
Partners as financial advisors, and Reevemark as communications
advisor. Epiq Global is the claims agent, maintaining the page
http://www.chk.com/restructuring-information
Wachtell, Lipton, Rosen & Katz serves as legal counsel to
Chesapeake Energy's Board of Directors.
MUFG Union Bank, N.A., the DIP facility agent and exit facilities
agent, has tapped Sidley Austin LLP as legal counsel, RPA Advisors
LLC as financial advisor, and Houlihan Lokey Capital Inc. as
investment banker.
Davis Polk & Wardell LLP and Vinson & Elkins L.L.P. serve as legal
counsel to an ad hoc group of first lien last out term loan lenders
while Perella Weinberg Partners and Tudor, Pickering, Holt & Co.
serve as the group's investment bankers.
Franklin Advisers, Inc., has tapped Akin Gump Strauss Hauer & Feld
LLP as legal counsel, FTI Consulting, Inc. as financial advisor,
and Moelis & Company LLC as investment banker.
On July 9, 2020, the Office of the U.S. Trustee appointed a
committee to represent unsecured creditors in Debtors' Chapter 11
cases. The unsecured creditors' committee has tapped Brown
Rudnick, LLP and Norton Rose Fulbright US, LLP as its legal
counsel, and AlixPartners, LLP as its financial advisor.
On July 24, 2020, the bankruptcy watchdog appointed a committee of
royalty owners. The royalty owners' committee is represented by
Forshey & Prostok, LLP.
CLEAR CHANNEL: S&P Rates New $1BB Senior Unsecured Notes 'CCC'
--------------------------------------------------------------
S&P Global Ratings assigned its 'CCC' issue-level rating and '5'
recovery rating to San Antonio, Texas-based outdoor advertising
company Clear Channel Outdoor Holdings Inc.'s (CCOH) proposed $1
billion senior unsecured notes due 2028. The '5' recovery rating
indicates its expectation for modest (10%-30%; rounded estimate:
10%) recovery for lenders in the event of a payment default.
Clear Channel plans to use the proceeds from these notes to redeem
$940 million of its outstanding 9.25% senior unsecured notes due
2024. While the transaction will extend the company's debt maturity
schedule, it does not affect our 'CCC+' issuer credit rating
because its interest burden, and thus its cash flow, will not
materially change.
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
U.S. debt:
-- CCOH is the issuer of the company's $125 million asset-based
lending (ABL) facility due 2023 (unrated), $175 million cash flow
revolver due 2024, $2 billion senior secured first-lien term loan
due 2026 ($1.98 billion outstanding), $1.25 billion of senior
secured notes due 2027, and proposed $1 billion senior unsecured
notes due 2028.
-- Clear Channel Worldwide Holdings Inc. is the issuer of the
company's (formally subordinated, now stepped-up) $2.2 billion
senior unsecured notes due 2024 ($962 million outstanding). All
U.S. debt is guaranteed by CCOH's existing and future material
wholly owned U.S. subsidiaries.
-- The senior secured debt is secured by a lien on substantially
all of the company's assets and those of its guarantors and a 65%
stock pledge of first-tier foreign subsidiaries.
-- The ABL facility has a first-priority lien on its accounts
receivable, inventory, equipment, and related assets.
Foreign debt:
-- Clear Channel International B.V. (CCIBV) is an indirect,
wholly-owned foreign subsidiary and does not guarantee CCOH's
secured or unsecured debt. CCOH's debt is structurally subordinated
to the $375 million secured notes issued by CCIBV.
-- CCIBV's secured notes are guaranteed on a senior basis by
certain of its existing and future restricted subsidiaries
organized under the laws of Belgium, England and Wales, the
Netherlands, Sweden, and Switzerland.
-- CCIBV's notes are secured by a pledge of its stock by its
immediate parent (CCO International Holdings B.V.) as well as
intercompany receivables owed to the parent.
-- CCIBV's notes are secured by the tangible and intangible assets
of CCIBV and its subsidiaries as well as an equity pledge of CCIBV
and its subsidiaries.
Simulated default assumptions
-- S&P's simulated default scenario contemplates a default
occurring in 2022 due to economic pressure in one or more of CCOH's
primary geographies that significantly reduces its advertising
revenue and leads to cash flow deficits.
-- Other default assumptions include a 60% draw on the ABL, 85%
draw on the cash flow revolving credit facility, and six months of
accrued prepetition interest.
-- S&P has valued CCOH on a going-concern basis using a 7.5x
multiple of its projected emergence EBITDA, which is in line with
the multiples it uses for the other outdoor advertising companies
it rates.
Simplified waterfall
-- Simulated year of default: 2022
-- Emergence EBITDA: About $565 million
-- EBITDA multiple: 7.5x
-- Gross enterprise value: About $4.2 billion
-- Net enterprise value after administrative costs of 5%: About
$4.0 billion
-- Valuation split (obligors/nonobligors): 75%/25%
-- Nonobligor subsidiary value (CCIBV): About $1.0 billion
-- First-priority secured claims at CCIBV: About $385 million
-- Total nonobligor (CCIBV) value available to obligors: About
$620 million
-- Nonobligor (CCIBV) value available to obligors as collateral:
About $400 million
-- Nonobligor (CCIBV) value available to obligors as unpledged
shares: About $220 million
-- Net enterprise value of obligors: About $3.0 billion
-- Value available to first-priority claims: About $3.4 billion
-- Secured first-priority claims: About $3.4 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: About $220 million
-- Unsecured debt claims plus nondebt unsecured claims: About $2.1
billion
--Recovery expectations: 10%-30% (rounded estimate: 10%)
CONTURA ENERGY: BlackRock Holds 8% Equity Stake as of Dec. 31
-------------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, it
beneficially owns 1,465,696 shares of common stock of Contura
Energy Inc. which represents 8 percent of the shares outstanding.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1364742/000083423721002877/us21241b1008_012821.txt
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."
COULEE HILL RANCH: Case Summary & 11 Unsecured Creditors
--------------------------------------------------------
Debtor: Coulee Hill Ranch, Inc.
1312 Bigh Coulee Rd.
Ryegate, MT 59074
Chapter 11 Petition Date: February 3, 2021
Court: United States Bankruptcy Court
District of Montana
Case No.: 21-10010
Judge: Hon. Benjamin P. Hursh
Debtor's Counsel: James A. Patten, Esq.
PATTEN PETERMAN BEKKEDAHL & GREEN
2817 2nd Avenue N, St 300
Billings, MT 59101
Tel: 406-252-8500
Fax: 406-294-9500
E-mail: apatten@ppbglaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Anthony L. Zinne, vice president.
A copy of the petition containing, among other items, a list of the
Debtor's 11 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/3Z23HJI/COULEE_HILL_RANCH_INC__mtbke-21-10010__0001.0.pdf?mcid=tGE4TAMA
CYTOSORBENTS CORP: BlackRock Has 6.4% Stake as of Dec. 31
---------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, it
beneficially owns 2,762,288 shares of common stock of Cytosorbents
Corp, which represents 6.4 percent of the shares outstanding. A
copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1175151/000083423721003789/us23283x2062_012921.txt
About CytoSorbents
Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb is approved in the
European Union with distribution in 66 countries around the world,
as an extracorporeal cytokine adsorber designed to reduce the
"cytokine storm" or "cytokine release syndrome" that could
otherwise cause massive inflammation, organ failure and death in
common critical illnesses. These are conditions where the risk of
death is extremely high, yet no effective treatments exist.
As of Sept. 30, 2020, the Company had $104.28 million in total
assets, $24.05 million in total liabilities, and $80.23 million in
total stockholders' equity.
WithumSmith+Brown, PC, in East Brunswick, New Jersey, the Company's
auditor since 2004, issued a "going concern" qualification in its
report dated March 5, 2020 citing that the Company sustained net
losses for the years ended Dec. 31, 2019, 2018 and 2017 of
approximately $19.3 million, $17.2 million and $8.5 million,
respectively. Further, the Company believes it will have to raise
additional capital to fund its planned operations for the 12 month
period through March 2021. These matters raise substantial doubt
regarding the Company's ability to continue as a going concern.
DESOTO OWNERS: March 17 Disclosure Statement Hearing Set
--------------------------------------------------------
Desoto Owners 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., 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.
A full-text copy of the order dated Jan. 22, 2021, is available at
https://bit.ly/3oBUR0m from PacerMonitor at no charge.
Attorneys for the Debtor:
NUTOVIC &ASSOCIATES
Isaac Nutovic, Esq.
261 Madison Avenue, 26th Floor
New York, New York 10036
Tel.: (212) 789-3100
About Desoto Owners
Desoto Owners LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Section 101(51B)), owning a real property commonly known as
the Desoto Square Mall, which is located at 303 301 Blvd W.,
Bradenton, Fla. and is situated on a 58-acre parcel of land.
Desoto Owners LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20
43387) on Sep. 22, 2020. The petition was signed by Moshe Fridman,
chief executive officer. At the time of filing, the Debtor
estimated $1 million to $10 million in assets and $10 million to
$50 million in liabilities. Isaac Nutovic, Esq., at NUTOVIC &
ASSOCIATES, represents the Debtor.
DIVERSIFIED HEALTHCARE: S&P Lowers ICR to 'BB-', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Diversified
Healthcare Trust to 'BB-' from 'BB'.
S&P said, "We are lowering our rating on the company's $1 billion
guaranteed unsecured senior notes to 'BB' from 'BB+'. The '2'
recovery rating remains unchanged. We are also lowering our rating
on the company's remaining unsecured senior notes to 'BB-' from
'BB', and revising our recovery ratings to '4' from '3' to reflect
that the revolving credit facility will have structural seniority
following the amendment.
"The negative outlook reflects our expectation that DHC's operating
performance will likely remain weak over the next 12 months as its
SHOP portfolio remains under pressure from the coronavirus
pandemic.
"The recent surge in COVID-19 cases is delaying a recovery for
senior housing, pressuring metrics well beyond our prior
expectations. DHC's operating performance within its SHOP portfolio
will continue to be significantly pressured through the first half
of 2021, with the company's key credit metrics deteriorating beyond
our prior expectations. S&P Global Ratings' adjusted debt to EBITDA
increased to 8.5x as of Sept. 30, 2020 (from 6.6x one year prior),
and we now expect it to increase to approximately 11x by year-end
2021 given the surge in COVID-19 cases, which have further impaired
occupancy. Moreover, while we expected margins would decline
materially following the restructuring of its agreement with Five
Star (which converted triple-net senior housing leases into managed
contracts), margins have compressed even further because the
company is bearing the brunt of higher pandemic-related expenses."
At the end of third-quarter 2020, SHOP occupancy declined to 75.2%
compared to 86% as of Sept. 30, 2019, and 82.7% at the beginning of
the pandemic at March 31, 2020. That figure is now expected to
deteriorate to the low-70% range in the fourth quarter per the
company's recent business update. Reported cash net operating
income (NOI) declined from $105 million in second-quarter 2020 to
$76.1 million in the third quarter, or 27.5%. Given the occupancy
figures for the fourth quarter, S&P expects cash NOI to decline
further, with similar results expected during the first half of
2021 before potentially improving in the second half of the year
and into 2022.
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P said, "The negative outlook reflects our expectation that DHC's
operating performance will likely remain weak over the next 12
months as the pandemic pressures its SHOP segment. The pace and
timing of recovery is also somewhat uncertain, and will likely
depend on widespread vaccination and more move-ins. We project that
S&P Global Ratings-adjusted debt to EBITDA will increase to around
11x during 2021 before improving below 10x in 2022."
S&P could lower the rating if:
-- The recovery of DHC's managed senior housing properties takes
longer than expected, with occupancy and cash flow remaining
pressured throughout 2021 and into 2022;
-- The company pursues debt-financed acquisitions or development
projects, with S&P Global Ratings-adjusted debt to EBITDA sustained
above 11x; or
-- Access to the capital markets becomes significantly more
restricted, hurting the company's liquidity position.
S&P could revise its outlook on DHC to stable if:
-- Operating performance across the portfolio improves
materially;
-- The company successfully refinances its upcoming debt
maturities;
-- DHC continues to execute on asset sales and limits acquisitions
such that S&P Global Ratings-adjusted debt to EBITDA remains around
10x; or
-- The company materially reduces its managed seniors housing
exposure and replaces it with lower-risk triple-net senior housing
assets, life science, or medical office buildings.
DUALIS MEAT: Feb. 23 Plan & Disclosure Hearing Set
--------------------------------------------------
On Jan. 20, 2021, debtor Dualis Meat Market, Inc. d/b/a El Ideal
Supermarket filed with the U.S. Bankruptcy Court for the District
of New Jersey a small business Plan and Disclosure Statement. On
Jan. 22, 2021, Judge John K. Sherwood conditionally approved the
Disclosure Statement and ordered that:
* Feb. 16, 2021, is fixed as the last day for filing written
acceptances or rejections of the Plan.
* Feb. 23, 2021, at 10:00 am in the United States Bankruptcy
Court, District of New Jersey, 50 Walnut Street, 3rd Fl., Newark,
New Jersey, in Courtroom 3D is the hearing for final approval of
the Disclosure Statement (if a written objection has been timely
filed) and for confirmation of the Plan.
The Debtor intends to fund the Plan from the revenue generated by
its operation of its supermarket and butcher store located in
Passaic, New Jersey, with periodic voluntary contributions, if
necessary, by a relative of the Debtor's principals who is a
guarantor of the Debtor's unexpired commercial property lease.
Class 1 General Unsecured Creditors are impaired and are entitled
to vote to either accept or reject the Plan. As set forth in
detail in the Plan, a liquidation analysis of the Debtor's assets
as of the Petition Date of this Chapter 11 Case (Jan. 23, 2020)
reveals that Class 1 Unsecured Creditors would receive a partial,
pro-rata distribution of approximately thirteen 13% percent of
their claims in a Chapter 7 liquidation of the Debtor's assets.
Pursuant to the proposed Plan, the Debtor proposes to make a
pro-rata distribution of 20% percent to the Class 1 creditors over
a 60-month period commencing on the Effective Date.
The equity interest holders in Class 3 will retain their
prepetition interest in the Debtor and are therefore unimpaired.
A full-text copy of the Small Busines Chapter 11 Plan dated Jan.
20, 2021, is available https://bit.ly/3czffNm, from
PacerMonitor.com at no charge.
A full-text copy of the Order dated Jan. 22, 2021, is available at
https://bit.ly/3j8tOJ8 from PacerMonitor.com at no charge.
Counsel for the Debtor:
HOOK & FATOVICH, LLC
1044 Route 23 North, Suite 100
Wayne, New Jersey 07470
Tel: 973.686.3800
Fax: 973.686.3801
Ilissa Churgin Hook, Esq.
Milica A. Fatovich, Esq.
About Dualis Meat Market
Dualis Meat Market, Inc., d/b/a El Ideal Supermarket, operates a
small family-owned supermarket and butcher store located at 267-269
Monroe Street, Passaic, New Jersey. Bellanira Castillo is the 100%
owner of the company, a New Jersey S-Corporation.
Dualis Meat Market filed a Chapter 11 petition (Bankr. D.N.J. Case
No. 20-11087) on Jan. 23, 2020, estimating less than $1 million in
assets and liabilities. Ilissa Churgin Hook, Esq. of HOOK &
FATOVICH, LLC is the Debtor's Counsel.
E.W. SCRIPPS: S&P Affirms 'B' ICR, Off Watch Pos., Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
U.S.-based television broadcaster The E.W. Scripps Co.
S&P said, "We are removing the rating from CreditWatch, where we
placed it with positive implications on Sept. 25, 2020. We are
lowering our issue-level ratings on the company's $400 million
5.125% senior unsecured notes due in 2025 and $500 million senior
unsecured notes due in 2027 to 'CCC+' from 'B-', and revising the
recovery ratings to '6' from '5' given the incremental amount of
unsecured debt following the acquisition. We are removing these
ratings from CreditWatch, where we placed them with developing
implications on Sept. 25, 2020.
"The stable outlook reflects our expectation that net pro forma
leverage will remain in the low-6x area in 2021 as core television
advertising spending gradually recovers and the company integrates
its ION acquisition."
Scripps completed its debt-financed acquisition of ION Media
Networks Inc. for $2.65 billion.
Scripps' scale, U.S. household reach, and profitability improved
following the ION acquisition; however, exposure to cyclical
advertising revenue increased. The company added ION to its
national media segment and anticipates the purchase will help
broaden distribution of its Katz multicast networks and Newsy to
ION's national audience. ION has a presence in all the top 25
designated market areas and 49 of the top 50, and reaches over 100
million households. U.S. Federal Communications Commission
regulations allow ION to choose must-carry status, which allows it
to avoid carriage disputes with its distributors. However, this
also precludes it from collecting more stable retransmission
revenue. Therefore, advertising accounts for more than 90% of ION's
total revenue and about 70% of Scripps' pro forma 2020 revenue. The
addition of ION improves Scripps' profitability because ION has
historically maintained margins of over 50% due to its low content
costs and improving advertising monetization.
S&P said, "We expect pro forma average trailing-eight-quarters
leverage will remain above 6x through 2021. We expect non-political
advertising revenue will recover to about 90% of what it was in
2019. We believe Scripps can deleverage toward the mid-5x area in
2022 if it uses its robust cash flows to repay debt." The company
has limited ability to return cash to common shareholders as it is
prohibited from repurchasing shares or issuing a common dividend
while its preferred shares are outstanding.
Scripps' financial policy has become much more aggressive the past
three years, with a series of debt-financed acquisitions that
significantly increased leverage from below 3x historically. The
company has publicly indicated an intention to bring leverage down
to about 3.5x, which would likely equate to about 4.5x-4.7x after
including its preferred stock and S&P Global Ratings' adjustments
for pensions and leases. ION has consistently generated strong
annual free cash flow, which will not only provide Scripps with
significant incremental cash flow to repay debt but also help
smooth cash flow during odd non-election years without robust
political advertising revenue.
S&P said, "Scripps' profitability remains below that of its peer
group. It has historically generated much lower EBITDA margins due
to its expanding but lower-margin national media segment, its
historical portfolio of mostly No. 3- or No. 4-ranked affiliates,
and our view that a portion of its subscriber base generates
retransmission revenue below market rates. The ION acquisition
significantly improves Scripps' EBITDA margins to near 30% from the
low-20% area. We expect pressure on margins over the next 3-5 years
from rising affiliate fees to the big four networks and the rapid
growth of Scripps' lower-margin national media segment. This
compares unfavorably with peers such as Gray Television Inc. and
Nexstar Media Group Inc., which have EBITDA margins in the mid-30%
area.
"The stable outlook reflects our expectation that net pro forma
leverage will remain in the low-6x area in 2021 as core television
advertising spending gradually recovers and Scripps integrates its
ION acquisition."
S&P could lower the rating over the next 12 months if advertising
revenues do not recover or the ION acquisition faces unexpected
operating challenges, causing:
-- Scripps' net leverage to increase above 6.5x; and
-- Free operating cash flow (FOCF) to debt to decrease below 5% on
a sustained basis.
S&P could raise the rating over the next 12 months if:
-- The pace of advertising recovery is faster than expected;
-- The company uses most of its discretionary cash flow toward
debt repayment; and
-- S&P expects leverage to improve below 5.5x on a sustained basis
by mid-2022.
EASTERDAY RANCHES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Easterday Ranches, Inc.
5235 N. Industrial Way
Pasco, WA 99301
Business Description: Easterday Ranches, Inc. is a privately-held
company in the cattle ranching and
farming business.
Chapter 11 Petition Date: February 1, 2021
Court: United States Bankruptcy Court
Eastern District of Washington
Case No.: 21-00141
Judge: Hon. Whitman L. Holt
Debtor's
Bankruptcy
Counsel: Richard M. Pachulski, Esq.
Alan J. Kornfeld, Esq.
Jeffrey W. Dulberg, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., 13th Floor
Los Angeles, CA 90067
Tel: 310/ 277-6910
Fax: 310/ 201-0760
Email:rpachulski@pszjlaw.com
akornfeld@pszjlaw.com
jdulberg@pszjlaw.com
Debtor's
General &
Litigation
Counsel: Thomas A. Buford, III, Esq.
BUSH KORNFELD LLP
601 Union Street
Suite 5000
Seattle, WA 98101
Tel: 206-292-2110
Email: tbuford@bskd.com
Debtor's
Special
Counsel: DAVIS WRIGHT TREMAINE LLP
Estimated Assets: $100 million to $500 million
Estimated Liabilities: $100 million to $500 million
The petition was signed by Peter Richter and Scott T. Avila, chief
restructuring officers.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/LJTFO4A/Easterday_Ranches_Inc__waebke-21-00141__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Tyson Fresh Meats, Inc. Litigation At Least
800 Stevens Port Drive $225,000,000
Dakota Dunes, SD 57049
Perkins Coie LLP
1201 Third Avenue, Suite 4900
Seattle, WA 98101-3099
Tel: 206.359.8410
Attn: Alan D. Smith
Email: adsmith@perkinscoie.com
Attn: Bradley Cosman
Email: bcosman@perkinscoie.com
2. Segale Properties Money Loaned $8,647,408
P.O. Box 88028
Tukwilla, WA 98138
Contact: E. Olson
Tel: 206-575-2000
Email: Eolson@segaleproperties.com
3. Animal Health International Trade Debt $1,081,633
1654 S First St
Sunnyside, WA 98944
Contact: Latoya Laso
Tel: 509-837-3590
Email: latoya.laso@animalhealthinternational.com
4. Sun Basin Operations-CHS Trade Debt $489,869
P.O. Box 608
Quincy, WA 98848
Contact: Jamie Nguyen
Tel: 509-542-9604
Email: Jamie.Nguyen@chsinc.com
5. Cenex Harvest States Trade Debt $274,596
300 West Feedville Road
Hermiston, OR 97838
Contact: Troy Odvody
Tel: 800-700-2295
Email: troy.odvody@chsinc.com
6. Pacific Ag Products LLC Trade Debt $213,298
400 Capitol Mall Ste 2060
Sacramento, CA 95814
Contact: Andrea Aquilio
Tel: 916-403-2756
Email: AAQuilio@pacificethanol.com
7. ITC Services Trade Debt $145,374
4172 N Frontage Rd E
Moses Lake, WA 98837
Contact: Diana G.
Tel: 509-766-7024
Email:dianag@inlandtarp.com
8. Western Stockmen's LB Trade Debt $140,784
413058
JR Simplot Company
P.O. Box 35143
Seattle, WA 98124-5143
Contact: Cindy Smith
Tel: 541-969-3543
Email: cindy.a.smith@simplot.com
9. Brad Curtis Farms LLC Trade Debt $125,000
8853 Langford
Mesa, WA 99343
Contact: Brad Curtis
Tel: 509-521-3030
Email: bcurtis@eltopia.com
10. Pegram Construction, Inc. Trade Debt $123,984
P.O. Box 418
Othello, WA 99344
Contact: Doyle Pegram
Tel: 509-488-2246
Email: doyle@pegramconstruction.com
11. Tri-Cities Grain Trade Debt $106,616
600 Tank Farm Road
Pasco, WA 99301
Contact: Damon Filan
Tel: 545-0900
Email: Damon@tcgrain.com
12. Copenhaver Construction, Inc. Trade Debt $75,625
22393 SR 2 East
Creston, WA 99117
Tel: 509-636-2800
Email: copenhavercci@gmail.com
13. Viterra Canada Inc. Trade Debt $77,410
2625 Victoria Ave Regina,
Saskatchewan Canada S4T 7T9
Contact: Kimberly Banilevic-Lamb
Tel: 306-569-4581
Email: kimberly.banilevic-lamb@viterra.com
14. Production Animal Trade Debt $56,309
Consultation LLC
307 S Main
Scott City, KS 67871
Contact: Lisa Taylor
Tel: 785-672-7490
Email: accounting@pacdvms.com
15. Layne Of Washington, Inc. Trade Debt $44,000
P.O. Box 610
Pasco, WA 99301
Tel: 509-545-9546
Email: laynepump@aol.com
16. Empire Rubber & Supply Trade Debt $17,030
P.O. Box 14950
Portland, OR 97293-0950
Tel: 503-235-8461
Email: erspasco@empirerubber.com
17. ECS Northwest LLC Trade Debt $16,530
P.O. Box 4180
Pasco, WA 99302-4180
Contact: Jeremy
Tel: 509-430-8788
Email: jeremy@ecsnw.com
18. Oregon Trail Veterinary Clinic Trade Debt $15,405
80489 Highway 395
North Hermiston, OR 97838
Tel: 541-567-1138
Email: Oregontrailvet@gmail.com
19. Tarp-It, Inc. Trade Debt $10,600
3000 Wilson Creek Rd
Ellensburg, WA 98926
Tel: 509-962-4664
Email: jgy6969@gmail.com
20. Yakima Mechanical Services Trade Debt $10,167
205 So. 4th Ave
Yakima, WA 98902
Tel: 509-469-2773
Email: yakmec205@gmail.com
EDGAR COLON: BPPR Ordered to Revise Timesheet Entries
-----------------------------------------------------
Judge Enrique S. Lamoutte of the United States Bankruptcy Court for
the District of Puerto Rice denied the Motion in Compliance with
Order filed by Banco Popular de Puerto Rico (BPPR).
The judge also granted in part and denied in part the Motion in
Compliance and in Opposition Thereto filed by Dr. Francisco
Quintero Pena.
The United States District Court of Puerto Rico previously affirmed
the award of sanctions against Dr. Quintero but vacated the amount
of fees awarded and remanded the matter to the bankruptcy court so
that sanctions to be awarded to BPPR can be recalculated on the
revised computation, particularly the reduction of timesheet
entries that are related to legitimate discovery, or otherwise
unrelated to dilatory tactics by Dr. Quintero, such as changes in
representation.
BPPR filed a Motion in Compliance with Order at Docket No. 863 by
which the time sheets were revised and BPPR contended that Dr.
Quintero had already paid it $15,532 without protest, reservation,
or objection and, therefore, the issue is jurisdictionally moot.
Dr. Quintero, however, filed a Motion in Compliance and in
Opposition to BPPR's motion, arguing that:
(i) the issue is not moot, the controversy regarding the
overbilling of fees requested by BPPR is alive and has a tailored
remedy to be ruled, the reimbursement of overpaid fees;
(ii) the First Circuit Court of Appeals has established the
lodestar method of calculating fees as its method of choice.
(iii) the revision made by Atty. Abesada and Atty. Diaz Olmo
does not comply with the U.S. District Court's judgment and the
legal applicable standard;
(iv) multiple entries claimed by BPPR remained duplicated,
excessive, and/or unrelated to Dr. Quintero's alleged conduct, or
include other matters beyond Dr. Quintero's alleged conduct and the
same must be removed and the timesheet entries should be reduced;
and
(v) BPPR has to reimburse Dr. Quintero the corresponding
overpaid amount after re-computation with its applicable interest.
Replies and sur-replies ensued.
Judge Lamoutte identified two issues:
(1) Whether Dr. Quintero failed to specifically raise the
issue regarding that the billable time was "excessive" and thus
waived the argument.
(2) Whether the revisions to the time sheet entries made by
Atty. Abesada and Atty. Diaz Olmo comply with the district court
judgment.
As to the first issue, Judge Lamoutte found that Dr. Quintero's
argument regarding the "excessive" attorney's fees in the sum of
$15,352.00 before the district court is based on the allegation
that BPPR could only claim attorney's fees incurred after the
September 2015 subpoenas duces tecum and on the extended scope made
by BPPR in its description of fees and that the fees should be
limited to the fees that the party would not have incurred for the
bad faith. The judge found that Dr. Quintero did not present on
appeal to the district court (nor to the bankruptcy court) for its
consideration his second argument regarding "excessive" attorney's
fees based upon entries that were improperly submitted due to:
duplicity of entries; the use of unnecessary duplicity of
experienced attorneys, duplicated billing; duplicity of legal
research; and entries that include unreasonable and excessive time
billed for federal court experienced attorneys pursuant to the
lodestar method. Consequently, Judge Lamoutte found that this
specific argument as to the "excessive" attorney's fees was waived
by Dr. Quintero.
As to the second issue, Judge Lamoutte found that the time sheet
entries submitted by BPPR include entries unrelated to Dr.
Quintero's dilatory tactics. Consequently, the judge ordered the
attorneys for BPPR to submit again their time sheet entries so that
the same comply with the district court's judgment.
The case is IN RE: EDGAR ABNER REYES COLON, Chapter 11, Debtor,
Case No. 06-04675 (ESL). A full-text copy of Judge Lamoutte's
opinion and order, dated January 22, 2021, is available at
https://tinyurl.com/y3a6xgkd from Leagle.com.
FIRST ACCEPTANCE: A.M. Best Hikes Fin. Strength Rating to B (Fair)
------------------------------------------------------------------
AM Best has upgraded the Financial Strength Rating (FSR) to B
(Fair) from B- (Fair) and the Long-Term Issuer Credit Ratings to
"bb" from "bb-" of the subsidiaries of First Acceptance Corporation
(Delaware). Concurrently, AM Best has upgraded the Long-Term ICR to
"b-" from "ccc+" of First Acceptance Corporation. The outlook of
these Credit Ratings is stable.
The ratings reflect First Acceptance's balance sheet strength,
which AM Best categorizes as adequate, as well as its marginal
operating performance, limited business profile and marginal
enterprise risk management.
The rating upgrades reflect an upward revision in the group's
balance sheet strength assessment. This movement was a result of
the group's favorable pre-tax operating income and positive net
income over the past three years, which resulted in policyholder
surplus growth. While surplus growth was tempered in 2019 due to
the payment of an extraordinary capital distribution to the parent
for the repayment of outstanding debt, risk-adjusted capitalization
has improved considerably. Additionally, as a result of the capital
distribution, financial leverage at the holding company has
declined. Strategic reductions in premium volume during the same
time frame have resulted in lower underwriting leverage ratios.
The FSR has been upgraded to B (Fair) from B- (Fair) and the
Long-Term ICRs to "bb" from "bb-" of the following pooled
subsidiaries of First Acceptance Corporation:
First Acceptance Insurance Company, Inc.
First Acceptance Insurance Company of Georgia, Inc.
First Acceptance Insurance Company of Tennessee, Inc.
GAINWELL HOLDING: S&P Affirms 'B' ICR on HMS Acquisition
--------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Gainwell Holding Corp. Its 'B+' issue-level and '2' recovery
ratings on the company's first-lien debt at subsidiary Gainwell
Acquisition Corp., indicating its expectation for substantial
(70%-90%, rounded estimate: 70%) recovery, are unchanged. There is
very little cushion for additional debt at this rating.
S&P said, "The stable outlook reflects an expectation of a
successful integration of acquired HMS operations, as well as
Gainwell's continued success as a stand-alone entity, having only
recently separated from DXC Technologies. We also expect Gainwell
to generate steady annual single-digit organic sales growth, along
with expanding EBITDA margins, solid cash flow generation, and
leverage remaining above 5x in fiscal 2022-2023.
"The rating reflects Gainwell's leading market position and our
expectation of material EBITDA expansion, solid cash flow
generation, and leverage of about 7.8x in fiscal 2022. The company
has significant market share in the fragmented Medicaid Management
Information System (MMIS) market, high recurring revenue, strong
EBITDA margins, and expected cash flow generation of about $250
million in 2023, after transaction costs have worn out."
Gainwell is acquiring HMS Holdings Corp.'s operations focused on
the Medicaid market, including solutions delivered to states and
managed care organizations, in a debt-funded transaction of about
$2.367 billion.
Gainwell will finance the acquisition with a $1.827 billion
incremental first-lien term loan and a $659 million incremental
second-lien term loan (privately placed). Given our expectations
for significant cost synergies after the transaction, we expect
adjusted leverage of 7.8x and 7.1x in fiscals 2021 and 2022,
respectively.
Gainwell is acquiring HMS' the coordination of benefits (COB) and
payment integrity (PI) operations focused on the Medicaid market,
which generates about $470 million of revenue with greater than 30%
EBITDA margins. HMS is organized into three segments: COB, which
ensures the correct payer pays for a healthcare claim and
coordinates payment when there are multiple payers; PI, which
ensures the correct amount is paid; and population health
management, which provides organizations with reliable intelligence
across member populations to improve outcomes. S&P expects the
acquisition of COB and PI capabilities will strengthen the value
proposition to MMIS customers, and allow the company to cross-sell
the offerings, especially in the HMS states where Gainwell is not
the MMIS vendor, though it believes there is a risk the company may
face pricing pressure in states where Gainwell and HMS overlap.
S&P said, "We believe there is risk in the material back-to-back
transactions of transitioning to a stand-alone entity from DXC
Technology Co. and acquiring HMS capabilities. The company,
recently separated form DXC Technology Co., is focused on migrating
to the cloud, and implementing several margin expansion initiatives
such as automation and optimization of organization processes. With
the acquisition of HMS, Gainwell will also have to initiate a
cost-savings plan, including decreased third-party contracts and
vendor pricing renegotiations. Although the company benefits from
mostly fixed-priced contracts (resulting in stable revenues
throughout the pandemic) largely reimbursed by the federal
government, which mitigates risk from state budget shortfalls, we
believe the market could become increasingly competitive, leading
to greater price negotiation or contract losses."
Gainwell has a strong market share in an industry essential for
states to run their Medicaid and other HHS programs. All states
must operate an MMIS in order to support Medicaid business
functions and to maintain information in areas such as provider
enrollment, client eligibility, benefit package maintenance,
managed care enrollment, claims processing, and prior
authorization. The essential nature of the ongoing service, along
with the contract nature of the business, provides Gainwell with
relatively high revenue and earnings visibility. Of the 53 states
and territories that provide Medicaid services, 48 use an external
provider as primary provider; Gainwell is the primary in 31 states
and territories and has relationships with 42 (inclusive of other
HHS business).
S&P said, "We view financial risk as highly leveraged given
financial-sponsor ownership and very high levels of adjusted
leverage. Our base case assumes mid-single-digit-percent revenue
growth driven by strong renewals, new contracts, and new
cross-selling opportunities identified by the company. We expect
margins to increase to mid-30% in 2022 as some of the earlier
one-time costs wear off. We expect adjusted leverage of 7.8x in
fiscal 2022 to decline to about 7x in 2023, as EBITDA expands
because of several costly margin expansion initiatives and a
migration to the cloud. However, we think material debt reduction
is unlikely, given financial-sponsor ownership. We project minimal
operating cash flow generation in 2022 given the
transaction-related fees and costs to achieve cost savings,
improving to over $200 million annually.
"The stable outlook reflects our expectations of a successful
integration of HMS capabilities, as Gainwell continues to
established itself as a standalone entity. It also reflects our
expectation for steady organic sales growth in the mid-single-digit
percents over the next several years, along with expanding EBITDA
margins, solid cash flow generation, and leverage remaining above
5x in fiscal 2022-2023.
"Although unlikely, we could lower the rating if Gainwell could not
achieve its cost synergies, faced increasing price pressure, or had
trouble managing as a stand-alone company, resulting in customer
attrition to rising competitors, price compression, and revenue
growth materially below our base-case scenario. This would be
exacerbated if the cost to achieve these savings were higher than
anticipated, resulting in EBITDA margins substantially below our
forecast.
"We consider an upgrade a longer-term prospect because we would
first need to see Gainwell operate as a stand-alone company,
integrate its new acquisition, and demonstrate its ability to
increase revenue and EBITDA, continuing to find growth via
cross-selling and up-selling solutions. The company could also
achieve a higher rating by decreasing leverage to below 5x, but we
would also need to believe that the financial sponsor would
maintain leverage at this new, lower level."
GENERAL MOLY: March 1 Plan Confirmation Hearing Set
---------------------------------------------------
General Moly, Inc., filed with the U.S. Bankruptcy Court for the
District of Colorado an Amended Disclosure Statement in support of
its Chapter 11 Plan of Reorganization Dated Dec. 4, 2020. On Jan.
22, 2021, Judge Elizabeth E. Brown approved the Disclosure
Statement and ordered that:
* March 1, 2021, at 1:30 p.m. in the United States Bankruptcy
Court for the District of Colorado is the hearing to consider
confirmation of the Plan.
* Feb. 22, 2021, is fixed as the last day for parties entitled
to vote on the Plan to deliver to counsel for the Debtor their
written ballots accepting or rejecting the Plan.
* Feb. 22, 2021, is fixed as the last day for any party
desiring to object to confirmation of the Plan to file its
objection(s) with the Clerk of the Bankruptcy Court.
* Feb. 25, 2021, is fixed as the last day for the Debtor to
file a Summary Report of the Ballots received reflecting all votes
by class, number of claims and amount of claim.
A full-text copy of the Order dated Jan. 22, 2021, is available at
https://bit.ly/2Yv4bZd from PacerMonitor.com at no charge.
Counsel for the Debtor:
John F. Young
William G. Cross
Markus Williams Young & Hunsicker LLC
1775 Sherman Street, Suite 1950
Denver, Colorado 80203
Telephone (303) 830-0800
Facsimile (303) 830-0809
E-mail: jyoung@markuswilliams.com
wcross@markuswilliams.com
About General Moly
Headquartered in Lakewood, Colorado, General Moly is engaged in the
exploration, development, and mining of properties primarily
containing molybdenum. The Company's primary asset, an 80%
interest in the Mt. Hope Project located in central Nevada, is
considered one of the world's largest and highest grade molybdenum
deposits. General Moly's goal is to become the largest primary
molybdenum producer in the world.
Molybdenum is a metallic element used primarily as an alloy agent
in steel manufacturing. When added to steel, molybdenum enhances
steel strength, resistance to corrosion and extreme temperature
performance. In the chemical and petrochemical industries,
molybdenum is used in catalysts, especially for cleaner burning
fuels by removing sulfur from liquid fuels, and in corrosion
inhibitors, high performance lubricants and polymers.
General Moly, Inc., sought Chapter 11 protection (Bankr. D. Colo.
Case No. 20-17493) on Nov. 18, 2020.
The Debtor disclosed total assets of $1,000,000 and total
liabilities of $10,000,000 as of Nov. 16, 2020.
Markus Williams Young & Hunsicker LLC is serving as legal advisor,
Bryan Cave Leighton Paisner LLP, as special counsel, XMS Capital
Partners, Headwall Partners and Odinbrook Global Advisors are
serving as financial advisors, and r2 Advisors LLC is serving as
restructuring advisor to the Company. Stretto is the claims agent.
GREAT WESTERN PETROLEUM: S&P Places 'CCC-' ICR on Watch Positive
----------------------------------------------------------------
S&P Global Ratings placed its 'CCC-' issuer credit rating on Great
Western Petroleum LLC, a Denver-based oil and gas exploration and
production (E&P) company, on CreditWatch with positive
implications, with the expectation that S&P will raise the rating
by two notches, to 'CCC+', following the close of the
transactions.
S&P said, "At the same time, we are placing our 'CCC' issue-level
rating on the company's existing senior unsecured notes due
September 2021 on CreditWatch with positive implications, with the
expectation that we would raise by two notches and then withdraw
the ratings upon repayment.
"We are assigning our 'B-' issue-level rating to the company's
proposed senior secured second-lien notes due 2026, with a '2'
recovery rating.
"The CreditWatch positive placement reflects the likelihood that we
will raise the ratings by two notches following the close of the
refinancing transactions." If executed under the proposed terms,
the refinancing will alleviate current liquidity pressures the
company faces related to the repayment of its senior unsecured
notes that mature in September 2021, and would avoid the credit
facility maturity date springing forward to March 2021 from June
2024. The March 30, 2021, springing maturity date on the credit
facility is triggered if the company does not repay or refinance
its 2021 senior unsecured notes by that date. The credit facility,
which currently has an elected commitment of $485 million, had $339
million drawn as of Dec. 31, 2020. Great Western expects to use
about $40 million of the new debt proceeds and $14 million in new
equity proceeds to repay borrowings on the credit facility.
Great Western announced it would convert 100% of its $383 million
of preferred equity into common equity, and separately raise about
$14 million of new equity from The Broe Group. These transactions
are contingent on the refinancing of the 2021 notes.
S&P said, "Our 'B-' issue-level rating on the new senior secured
second-lien notes assumes the transactions are executed as
proposed. Based on our current assumptions, we expect to raise the
issuer credit rating on Great Western to 'CCC+' following the
conclusion of the issuance of the new second-lien notes and
repayment in full of all outstanding senior unsecured notes due
2021 and 2025. As a result, we rated the new second-lien notes
'B-', based on our '2' recovery rating. The '2' recovery rating
indicates our expectation for substantial (70%-90%; rounded
estimate: 85%) recovery of principal in the event of a payment
default.
"The CreditWatch positive placement reflects the likelihood that we
will raise the ratings on Great Western Petroleum upon completion
of the refinancing transactions, expected by mid-February, assuming
the transactions are completed as proposed and there are no
material changes to our current operating assumptions."
GREYLOCK CAPITAL: Says It's Qualified for Subchapter V Bankruptcy
-----------------------------------------------------------------
Steven Church of Bloomberg News reports that Greylock Capital
Management says that the company is really nothing more than a
small business that should be allowed to use special bankruptcy
rules to quickly cancel a lease on its expensive, midtown Manhattan
office space.
At a court hearing Tuesday, Jan. 2, 2021, morning, attorney Jeffrey
Chubak argued that the company qualifies as a so-called Subchapter
V debtor because only its affiliates owe hundreds of millions of
dollars, not Greylock Capital Associates, the entity that filed for
bankruptcy Jan. 31, 2021.
Once it finishes deconsolidating its balance sheet, Greylock
Capital Associates will be under the maximum debt limit of about $7
million, Mr. Chubak told U.S. Bankruptcy Judge Robert Drain, who
has handled some of the biggest, most complicated bankruptcies
filed in the U.S., including Purdue Pharma and Sears.
"Obviously I don't want this case to proceed in Subchapter V if
you’re over the debt limit," Judge Drain said.
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.
GRUPO MARITIMO: US Trustee Still Has Issues With Plan & Disclosures
-------------------------------------------------------------------
The United States Trustee for Region 21 objects to the Disclosure
Statement and the Plan filed by debtor Grupo Maritimo Royal LLC.
The Debtor's Disclosure Statement was conditionally approved Jan.
14, 2021, and a confirmation hearing on the Plan was set for Feb.
4, 2021. The Debtor filed a Supplement and Plan Amendment on Jan.
15, 2021, effectively removing the Mashta Property (287 West Mashta
Drive, Key Biscayne, Florida) from the Plan. The Debtor defaulted
on a previously approved adequate protection settlement and the
Mashta Property was apparently transferred to the lender.
The United States Trustee claims that the Debtor owes an estimated
$325 in United States Trustee Quarterly Fees for the fourth quarter
2020. The amount is estimated due to the deficiency in filing the
reports.
The United States Trustee points out that the Debtor's Plan as
amended still references an exception for transfer stamps for the
transfer of the Mashta Property. However, the Mashta Property is
not property of this estate and was never property of the estate as
legal ownership belonged to a non-debtor third party pursuant to a
family court order in Case NO. 2018--21619 FC 04.
The United States Trustee asserts that the Debtor has objected to
the claims associated with the Mashta Property and has stated that
the Mashta Property is no longer being administered in this case.
Accordingly, the use of 11 U.S.C. Sec. 1146 to except the transfer
of that property from transfer stamps is inappropriate and
objectionable.
The United States Trustee further asserts that the Debtor failed to
file operating reports and failed to pay quarterly UST fees.
Without these reports, the parties are unable to determine whether
the Debtor has a viable chapter 11 case.
A full-text copy of the U.S. Trustee's objection dated Jan. 22,
2021, is available at https://bit.ly/2L3c7xO from PacerMonitor at
no charge.
About Grupo Maritimo Royal
Grupo Maritimo Royal, LLC, owns the following properties: 5252 NW
85th Avenue, # 2106, Doral, FL 331661 (the "Doral Property"); and
287 W. Mashta Drive, Key Biscayne, FL 331492 (the "Mashta
Property").
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-20474) on Sept. 28, 2020. At
the time of the filing, the Debtor disclosed assets of between
$500,001 and $1 million and liabilities of the same range. Judge
A. Jay Cristol oversees the case. Florida Bankruptcy Group, LLC,
serves as the Debtor's legal counsel.
GULFPORT ENERGY: Bonds Ellis, et. al Represent Litigation Claimants
-------------------------------------------------------------------
In the Chapter 11 cases of Gulfport Energy Corporation, et al., the
law firms of Shuman, McCuskey & Slicer PLLC, C.J. Wilson Law, LLC
and Bonds Ellis Eppich Schafer Jones LLP submitted a verified
statement under Rule 2019 of the Federal Rules of Bankruptcy
Procedure, to disclose that they are representing various Ohio
litigation claimants.
The Claimants currently consist of approximately 152 different
individuals and entities asserting various pre-petition and
post-petition claims in multiple lawsuits against the Debtors. The
Claimants can be separated into three general groups:
a. The class action group, consisting of approximately 130
Claimants asserting claims against the Debtors and other
defendants who are named and unnamed plaintiffs in J&R
Passmore, LLC, et al., v. Rice Drilling D LLC, et al.,
Case No. 2:18-cv-1587. A class proof of claim has been
filed relating to this group of Claimants in each of the
cases of Gulfport Energy Corporation and Gulfport
Appalachia, LLC at Claim No. 197 and Claim No 167,
respectively.
b. The TERA group, consisting of approximately 8 plaintiffs
independently asserting similar claims to those by the
class action group against the Debtors and other
defendants, and who are named plaintiffs in two lawsuits:
(1) TERA, LLC, v. Rice Drilling D, LLC, et al., Case No.
17-cv-344; and (2) TERA II, LLC, et al., v. Rice Drilling
D, LLC, et al., Case No. 2:19-cv-2221.
c. A group of assorted Claimants, consisting of approximately
14 plaintiffs independently asserting separate claims
arising from, among other issues, royalty disputes and
harmful drilling operations owing to the tortious actions
of the Debtors and other defendants, with such lawsuits
primarily being in Ohio state court but are in the United
States District Court for the Southern District of Ohio,
Eastern Division.
Prior to the Debtors' bankruptcy cases, the Claimants individually
engaged C.J. Wilson Law, LLC to represent them in such lawsuits,
and a co-counsel relationship was subsequently entered into with
Shuman, McCuskey & Slicer PLLC. Following the commencement of the
Debtors' chapter 11 bankruptcy case, counsel for the Claimants
engaged Bonds Ellis Eppich Schafer Jones LLP to represent the
interests of the Claimants in the Debtors' bankruptcy cases.
As of Feb. 1, 2021, the Claimants and their disclosable economic
interests are:
Appalachia Minerals, LLC
* Litigation Judgement Entry: $488,759.20
Appalachia Minerals, LLC
* Litigation Claims: $83,311.62
Appalachia Minerals, LLC
* Litigation Claims: $127,052.10
Michelle P. Freiberg
* Litigation Claims: $926,566.37
Richard D. Freiberg
* Litigation Claims: $926,566.37
Terrence L. Kemp
* Litigation Claims: $32,956,505.95
Virginia M. Kemp
* Litigation Claims: $32,956,505.95
Duane E. Norris
* Litigation Claims: $362,358.77
Marsha Y. Norris
* Litigation Claims: $362,358.77
Susan Powell
* Litigation Claims: $11,576,102.40
Thomas B. McGaughy
* Litigation Claims: $111,463.40
Clarence Wallace
* Litigation Claims: $79,275.95
Nothing contained in this Statement, including Exhibit A hereto,
should be construed as (i) a waiver or release of any claims
against the Debtors by any Claimant or putative class member
identified in the Class Proofs of Claim, (ii) an admission with
respect to any fact or legal theory or (iii) a limitation upon, or
waiver of, any Claimant's or putative class member's, as identified
in the Class Proofs of Claim, right to file and/or amend a proof of
claim in accordance with applicable law and any orders entered in
these Chapter 11 Cases establishing procedures for filing proofs of
claim or interests.
The undersigned verify that the foregoing is true and correct to
the best of their knowledge.
Counsel reserves the right to amend or supplement this Statement.
The information contained herein is intended only to comply with
Bankruptcy Rule 2019 and is not intended for any other use or
purpose.
Counsel for Claimants can be reached at:
Joshua N. Eppich, Esq.
J. Robertson Clarke, Esq.
BONDS ELLIS EPPICH SCHAFER JONES LLP
420 Throckmorton Street, Suite 1000
Fort Worth, TX 76102
Telephone: (817) 405-6900
Facsimile: (817) 405-6902
Email: joshua@bondsellis.com
robbie.clarke@bondsellis.com
Craig J. Wilson, Esq.
C.J. Wilson Law, LLC
P.O. Box 2879
Westerville, OH 43086
Telephone: (614) 723-9050
Email: craig@cjwilsonlaw.com
- and -
Brian J. Warner, Esq.
Shuman, McCuskey & Slicer PLLC
1445 Stewartstown Road, Suite 200
Morgantown, WV 26508
Telephone: (304) 291-2702
Email: bwarner@shumanlaw.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3auqFPN at no extra charge.
About Gulfport Energy Corp.
Gulfport Energy Corporation (NASDAQ: GPOR) --
http://www.gulfportenergy.com/-- is an independent natural gas and
oil company focused on the exploration and development of natural
gas and oil properties in North America and a producer of natural
gas in the contiguous United States. Headquartered in Oklahoma
City, Gulfport holds significant acreage positions in the Utica
Shale of Eastern Ohio and the SCOOP Woodford and SCOOP Springer
plays in Oklahoma. In addition, Gulfport holds non-core assets
that include an approximately 22% equity interest in Mammoth Energy
Services, Inc. (NASDAQ: TUSK) and has a position in the Alberta Oil
Sands in Canada through its 25% interest in Grizzly Oil Sands ULC.
As of Sept. 30, 2020, Gulfport had $2,375,559,000 in assets and
$2,520,336,000 in liabilities.
Gulfport and its subsidiaries sought Chapter 11 protection (Bankr.
S.D. Tex. Lead Case No. 20-35562) on Nov. 13, 2020.
The Hon. David R. Jones is the case judge.
The Debtors tapped Kirkland & Ellis LLP as their bankruptcy
counsel; Jackson Walker L.L.P. as local bankruptcy counsel; Alvarez
& Marsal North America, LLC as restructuring advisor; and Perella
Weinberg Partners L.P. and Tudor, Pickering, Holt & Co. as
financial advisor; and PricewaterhouseCoopers LLP as tax services
provider. Epiq Corporate Restructuring LLC is the claims agent.
The Office of the U.S. Trustee appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Nov. 27,
2020. The committee tapped Norton Rose Fulbright US, LLP and Kramer
Levin Naftalis & Frankel, LLP as its legal counsel, and Conway
MacKenzie, LLC, as its financial advisor.
Wachtell, Lipton, Rosen & Katz is counsel for the special committee
of Gulfport's Board of Directors while Chilmark Partners is the
financial advisor.
Katten Muchin Rosenman LLP is counsel for the special committee of
the governing body of each Debtor other than Gulfport while M III
Parnters, LP, is the financial advisor.
GVS PORTFOLIO: Owner of 64 Self-Storage Facilities Up for Auction
-----------------------------------------------------------------
Jones Lang LaSalle LLC, on behalf of Teachers Insurance and Annuity
Association of America ("Secured Party"), will offer for sale at a
public auction 100% of the limited liability company interests in
GVS Portfolio I LLC, together with certain rights and property
representing or arising from the membership interests.
Based upon information provided by GVS Portfolio I B LLC ("Debtor")
and its affiliates, it is the understanding of secured party that
(i) the membership interests constitutes the principal assets of
the Debtor, (ii) the pledged entity owns 100% of the limited
liability company membership interests in each of GVS Colorado
Holdings I LLC, GVS Illinois Holdings O LLC, GVS Indiana Holdings I
LLC, GVS Missouri Holdings I LLC, WC Mississippi Storage Portfolio
I LLC, GVS Nevada Holdings I LLC, GVS New York Holdings I LLC, GVS
Ohio Holdings I LLC, GVS Ohio Holdings II LLC, GVS Tennessee
Holdings I LLC, GVS Texas Holdings I LLC, and GVS Texas Holdings II
LLC, (ii) the property owners own a portfolio of 64 self-storage
facilities located in Colorado, Illinois, Indiana, Missouri,
Mississippi, Nevada, New York, Ohio, Tennessee and Texas, (iv) the
pledged entity is a debtor under a mezzanine loan in the original
principal amount of $103 million, and (v) the property owners,
jointly and severally, are debtors under a securitized portfolio
mortgage loan in the original amount of $100 million.
The sale will take place on March 10, 2021, at 10:00 a.m., (Eastern
Time). The online datasite for the sale is at
http://www.GreatValueStorageUCCForeclosure.com/
HERITAGE CHRISTIAN: Case Summary & 3 Unsecured Creditors
--------------------------------------------------------
Debtor: Heritage Christian Schools of Ohio Inc.
DBA Heritage Christian School
2107 6th St. SW
Canton, OH 44706-1306
Business Description: Heritage Christian Schools of Ohio Inc. --
https://heritagechristianschool.org -- is a
tax-exempt private Christian school located
in Canton, Ohio.
Chapter 11 Petition Date: February 2, 2021
Court: United States Bankruptcy Court
Northern District of Ohio
Case No.: 21-60124
Judge: Hon. Russ Kendig
Debtor's Counsel: Anthony J. DeGIrolamo, Esq.
ANTHONY J. DEGIROLAMO, ATTORNEY A LAW
3930 Fulton Dr NW Ste 100B
Canton, OH 44718-3040
Tel: (330) 305-9700
Fax: (330) 305-9713
E-mail: tony@ajdlaw7-11.com
Total Assets: $1,206,968
Total Liabilities: $626,431
The petition was signed by Sharla Elton, superintendent.
A copy of the petition containing, among other items, a list of the
Debtor's three unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/HKWRB7A/Heritage_Christian_Schools_of__ohnbke-21-60124__0001.0.pdf?mcid=tGE4TAMA
HIGHLAND CAPITAL: Recovery for Small Unsecureds Hiked to 85%
------------------------------------------------------------
Highland Capital Management, L.P., submitted a Fifth Amended Plan
of Reorganization dated Jan. 22, 2021.
The Fifth Amended Plan of Reorganization provides that general
unsecured claims classified as convenience claims in Class 7 will
receive (1) the treatment provided to Allowed Holders of Class 8
General Unsecured Claims if the Holder of such Class 7 Claim makes
the GUC Election or (2) an amount in cash equal to the lesser of
(a) 85% of the Allowed amount of such Holder's Class 7 Claim or (b)
such Holder's Pro Rata share of the Convenience Claims Cash Pool.
In the prior iteration of the Plan, general unsecured claims
classified as convenience claims will recover 75% of their claims.
Class 8 consists of the General Unsecured Claims. Each Holder of an
Allowed Class 8 Claim, in full satisfaction, settlement, discharge
and release of, and in exchange for, such Claim shall receive its
Pro Rata share of the Claimant Trust Interests, such other less
favorable treatment as to which such Holder and the Claimant
Trustee shall have agreed upon in writing, or the treatment
provided to Allowed Holders of Class 7 Convenience Claims if the
Holder of such Class 8 General Unsecured Claim is eligible and
makes a valid Convenience Class Election.
Class 10 consists of the Class B/C Limited Partnership Interests.
Each Holder of an Allowed Class 10 Claim, in full satisfaction,
settlement, discharge and release of, and in exchange for, such
Claim shall receive its Pro Rata share of the Contingent Claimant
Trust Interests or such other less favorable treatment as to which
such Holder and the Claimant Trustee shall have agreed upon in
writing.
Class 11 consists of the Class A Limited Partnership Interests.
Each Holder of an Allowed Class 11 Claim, in full satisfaction,
settlement, discharge and release of, and in exchange for, such
Claim shall receive its Pro Rata share of the Contingent Claimant
Trust Interests or such other less favorable treatment as to which
such Holder and the Claimant Trustee shall have agreed upon in
writing.
The Plan will be implemented through the Claimant Trust, the
Litigation Sub-Trust, and the Reorganized Debtor.
Following the Effective Date, the Claimant Trust will administer
the Claimant Trust Assets pursuant to this Plan and the Claimant
Trust Agreement, and the Litigation Trustee will pursue, if
applicable, the Estate Claims pursuant to the terms of the
Litigation Sub-Trust Agreement and the Plan. The Reorganized Debtor
will administer the Reorganized Debtor Assets and, if needed, with
the utilization of a Sub-Servicer, which administration will
include, among other things, managing the wind down of the Managed
Funds.
The Reorganized Debtor will distribute all proceeds from the wind
down to the Claimant Trust, as its limited partner, and New GP LLC,
as its general partner, in each case in accordance with the
Reorganized Limited Partnership Agreement. Such proceeds, along
with the proceeds of the Claimant Trust Assets, will ultimately be
distributed to the Claimant Trust Beneficiaries as set forth in
this Plan and the Claimant Trust Agreement.
Counsel for the Debtor:
PACHULSKI STANG ZIEHL & JONES LLP
Jeffrey N. Pomerantz (CA Bar No.143717)
Ira D. Kharasch (CA Bar No. 109084)
Gregory V. Demo (NY Bar No. 5371992)
10100 Santa Monica Boulevard, 13th Floor
Los Angeles, CA 90067
Telephone: (310) 277-6910
Facsimile: (310) 201-0760
E-mail: jpomerantz@pszjlaw.com
ikharasch@pszjlaw.com
gdemo@pszjlaw.com
- and -
HAYWARD & ASSOCIATES PLLC
Melissa S. Hayward
Zachery Z. Annable
10501 N. Central Expy, Ste. 106
Dallas, TX 75231
Telephone: (972) 755-7100
Facsimile: (972) 755-7110
E-mail: MHayward@HaywardFirm.com
ZAnnable@HaywardFirm.com
About Highland Capital Management
Highland Capital Management LP was founded by James Dondero and
Mark Okada in Dallas in 1993. Highland Capital is the world's
largest non-bank buyer of leveraged loans in 2007. It also manages
collateralized loan obligations. In March 2007, it raised $1
billion to buy distressed loans. Collateralized loan obligations
are created by bundling together loans and repackaging them into
new securities.
Highland Capital Management, L.P., sought Chapter 11 protection
(Bank. D. Del. Case No. 19-12239) on Oct. 16, 2019. Highland was
estimated to have $100 million to $500 million in assets and
liabilities as of the bankruptcy filing.
On Dec. 4, 2019, the case was transferred to the U.S. Bankruptcy
Court for the Northern District of Texas and was assigned a new
case number (Bank. N.D. Tex. Case No. 19-34054). Judge Stacey G.
C. Jernigan is the case judge.
The Debtor's counsel is James E, O'Neill, Esq., at Pachulski Stang
Ziehl & Jones LLP. Foley & Lardner LLP, as special Texas counsel.
Kurtzman Carson Consultants LLC is the claims and noticing agent.
Development Specialists Inc. CEO Bradley Sharp as a financial
adviser and restructuring officer.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Oct. 29, 2019. The committee tapped Sidley Austin LLP
as bankruptcy counsel; Young Conaway Stargatt & Taylor LLP as
co-counsel with Sidley Austin; and FTI Consulting, Inc. as
financial advisor.
IN-SHAPE HOLDINGS: Committee Taps Potter Anderson as Del. Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of In-Shape Holdings, LLC and its affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Potter Anderson & Corroon, LLP as its Delaware
counsel.
The committee needs the firm's legal advice on local rules,
practices and procedures, and strategic advice on how to accomplish
its goals.
Potter Anderson will be paid at these rates:
Partners $715 to $745 per hour
Associates $385 to $495 per hour
Paraprofessionals $290 to $305 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Christopher Samis, Esq., a partner at Potter Anderson, 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.
Potter Anderson can be reached at:
Christopher M. Samis, Esq.
Aaron H. Stulman, Esq.
Potter Anderson & Corroon, LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801
Tel: (302) 984-6000
Fax: (302) 658-1192
Email: csamis@potteranderson.com
astulman@potteranderson.com
About In-Shape Holdings
In-Shape is a regional health club operator. Before the outbreak of
COVID-19, In-Shape operated 65 clubs with over 470,000 members. Its
clubs offer premium amenities and member-focused community club
experiences at tiered pricing levels in secondary markets around
California. Visit https://www.inshape.com/ for more information.
In-Shape Holdings, LLC, In-Shape Health Clubs, LLC and In-Shape
Personal Training, LLC sought Chapter 11 protection (Bankr. D. Del.
Lead Case No. 20-13130) on Dec. 16, 2020. In-Shape Holdings was
estimated to have $50 million to $100 million in assets and $100
million to $500 million in liabilities as of the bankruptcy
filing.
Judge Laurie Selber Silverstein oversees the cases.
The Debtors tapped Keller Benvenutti Kim LLP and Troutman Pepper
Hamilton Sanders LLP as their bankruptcy counsel, Chilmark Partners
LLC as investment banker, and B. Riley Financial, Inc. as real
estate advisor. Stretto is the claims agent and administrative
advisor.
The U.S Trustee for Region 3 appointed an official committee of
unsecured creditors on Dec. 29, 2020. Kelley Drye & Warren LLP and
Dundon Advisers LLC serve as the committee's legal counsel and
financial advisor, respectively.
INFINITY INTERNET: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Infinity Internet Marketing, Inc.
6245 Brookhill #5
Houston, TX 77087
Business Description: The Debtor is a local lawn mowing and lawn
maintenance services provider.
Chapter 11 Petition Date: February 3, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Case No.: 21-30351
Judge: Hon. Christopher M. Lopez
Debtor's Counsel: Robert Lane, Esq.
THE LANE LAW FIRM
6200 Savoy Dr. Ste 1150
Houston, TX 77036-3369
Tel: (713) 595-8200
Email: chip.lane@lanelaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jan Taylor, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/H4Q2GQA/Infinity_Internet_Marketing_Inc__txsbke-21-30351__0001.0.pdf?mcid=tGE4TAMA
INSPIREMD INC: Intracoastal, 2 Other Investors Hold 3.8% Stake
--------------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, Mitchell P. Kopin, Daniel B. Asher, and Intracoastal
Capital LLC disclosed that as of Dec. 31, 2020, they beneficially
own 1,447,666 shares of common stock of InspireMD, Inc., which
represents 3.8% of the shares outstanding. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1433607/000121390021005153/ea134092-13ga2intra_inspire.htm
About InspireMD Inc.
Headquartered in Tel Aviv, Israel, InspireMD --
http://www.inspiremd.com-- is a medical device company focusing on
the development and commercialization of its proprietary MicroNet
stent platform technology for the treatment of complex vascular and
coronary disease. A stent is an expandable "scaffold-like" device,
usually constructed of a metallic material, that is inserted into
an artery to expand the inside passage and improve blood flow. Its
MicroNet, a micron mesh sleeve, is wrapped over a stent to provide
embolic protection in stenting procedures.
InspireMD recorded a net loss of $10.04 million for the year ended
Dec. 31, 2019, compared to a net loss of $7.24 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $15.61
million in total assets, $4.33 million in total liabilities, and
$11.28 million in total equity.
Kesselman & Kesselman, in Tel-Aviv, Israel, the Company's auditor
since 2010, issued a "going concern" qualification in its report
dated March 9, 2020, citing that the Company has suffered recurring
losses from operations and cash outflows from operating activities
that raise substantial doubt about its ability to continue as a
going concern.
INTEGRATED CC: March 23 Auction for Holiday Inn Cleveland Owner
---------------------------------------------------------------
Pennbacker Credit I LLP will offer for sale at public auction at
11:00 a.m. on March 23, 2021, and conducted via Zoom or similar
online platform, all right, title and interest of Integrated CC
Mezz LLC, 100% of the limited liability company interests in the
Company together with all other collateral pledged by the Debtor
under a certain pledge and security agreement dated as of Oct. 18,
2018.
Based upon information provided by the Debtor, the pledged equity
entity and certain other persons and entities affiliated therewith,
it is the understanding of the secured party that (i) the Debtor
owns 100% of the limited liability company interests in the pledged
entity, (ii) the Debtor and the pledged entity have directly or
indirectly been granted certain leasehold estates in the property
located at 8650 Euclid Avenue, Cleveland, Ohio 44106, commonly
known as the Holiday Inn, and (iii) the premises are subject to a
first mortgage loan security indebtedness in the original principal
amount of $30 million.
The full terms and conditions of the sale, copies of the relevant
agreements, information for attending the auction, and other
information may be obtained by contacting:
Brett Rosenberg
Jones Lang LaSalle America Inc.
330 Madison Avenue
New York, NY 10017
Tel: (212) 812-5926
E-mail: brett.rosenberg@am.jll.com
For further information visit
http://www.holidayinnccuccforeclosure.com/
JMR100 LLC: Feb. 24 Plan Confirmation Hearing Set
-------------------------------------------------
On November 25, 2020, Debtor JMR100, LLC, filed with the U.S.
Bankruptcy Court for the Northern District of Texas, Dallas
Division, a First Modification to Disclosure Statement for Plan of
Reorganization. On Jan. 22, 2021, Judge Edward L. Morris approved
the Disclosure Statement and ordered that:
* Feb. 24, 2021, at 1:30 p.m. in the United States Bankruptcy
Court, 501 W. 10th Street, Fort Worth, Texas 76102 is the hearing
on Debtor's Plan of Reorganization.
* Feb. 17, 2021, is fixed as the last day to file objections
to the Confirmation of the Plan.
* Feb. 19, 2021, is the deadline for submitting ballots.
A full-text copy of the Order dated Jan. 22, 2021, is available at
https://bit.ly/3tfX5Go from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joyce W. Lindauer
Kerry S. Alleyne
Guy H. Holman
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, Texas 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About JMR100, LLC
Based in Aledo, Texas, JMR100, LLC, classifies its business as
Single Asset Real Estate (as defined in 11 U.S.C. Section
101(51B)). It owns 99.663acres of unimproved land situated in the
T. & P. RR. Co. Survey, Abst. No. 1509 located on White Settlement
Road in Parker County near Aledo, Texas. It intends to divide and
develop the Property into residential lots for sale to homebuilders
or others for profit.
JMR100, LLC, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. N.D. Tex. Case No. 20-42790) on Sept. 1, 2020. The
petition was signed by Tim Barton, president. At the time of the
filing, the Debtor estimated assets of between $1 million and $10
million and liabilities of the same range. Judge Edward L. Morris
oversees the case. Joyce W. Lindauer Attorney, PLLC, is the
Debtor's legal counsel.
KADMON HOLDINGS: BlackRock Has 8.7% Stake as of Dec. 31
-------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, it
beneficially owns 14,923,541 shares of common stock of Kadmon
Holdings, Inc., which represents 8.7 percent of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/1364742/000083423721004642/us48283n1063_012921.txt
About Kadmon Holdings
Based in New York, Kadmon Holdings, Inc. -- http://www.kadmon.com
-- is a clinical-stage biopharmaceutical company that discovers,
develops and delivers transformative therapies for unmet medical
needs. The Company's clinical pipeline includes treatments for
immune and fibrotic diseases as well as immuno-oncology therapies.
Kadmon Holdings recorded a net loss attributable to common
stockholders of $63.43 million for the year ended Dec. 31, 2019,
compared to a net loss attributable to common stockholders of
$56.26 million for the year ended Dec. 31, 2018. As of Sept. 30,
2020, the Company had $188.99 million in total assets, $47.63
million in total liabilities, and $141.36 million in total
stockholders' equity.
BDO USA, LLP, in New York, the Company's auditor since 2010, issued
a "going concern" qualification in its report dated March 5, 2020,
citing that the Company has incurred recurring losses from
operations and expects such losses to continue in the future.
These factors raise substantial doubt about the Company's ability
to continue as a going concern.
KLAUSNER LUMBER TWO: Seeks OK of Asgaard Capital's Retention Fees
-----------------------------------------------------------------
Klausner Lumber Two, LLC asked the U.S. Bankruptcy Court for the
District of Delaware to approve the payment of retention fees to
Asgaard Capital, LLC and Robert Prusak, the company's chief
restructuring officer.
The payment is for the transition services provided by the firm and
the CRO to Binderholz Enfield, LLC, the buyer of Klausner's assets.
The services include assisting the buyer in identifying and
implementing various punch-list items and essential care-taking
services at the company's facility.
Binderholz has agreed to reimburse Klausner for the fees and costs
of Asgaard, plus a 15% markup, and pay Asgaard a monthly fee of
$15,000, which will in turn be paid to the CRO.
Klausner clarified that what Asgaard provided are all in the nature
of transition services and that neither the firm nor the company is
working for the buyer. Asgaard will continue to provide
restructuring advisory services to Klausner as the company moves
into the liquidating plan phase of its Chapter 11 case, which is in
process.
Klausner received court approval on Aug. 31 last year to employ
Asgaard and appoint Mr. Prusak as CRO in connection with its
Chapter 11 case.
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 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 Region 3 appointed a committee of unsecured
creditors in the Debtor's Chapter 11 case on June 25, 2020.
Elliott Greenleaf, P.C. and EisnerAmper, LLP serve as the Debtor's
legal counsel and financial advisor, respectively.
KNOTEL INC: Gets Interim Approval of $40 Million DIP Financing
--------------------------------------------------------------
Law360 reports that flexible workspace provider Knotel Inc.
received permission Tuesday, Feb. 2, 2021, from a Delaware
bankruptcy judge to access a portion of a $40 million
debtor-in-possession loan as the company pursues a sale process.
During a virtual first-day hearing, U.S. Bankruptcy Judge Mary F.
Walrath gave interim approval to the debtor for the initial
borrowing under the financing package provided by preposition
secured lender Digiatech LLC, but only after hearing arguments from
Knotel and the Office of the United States Trustee over lien
challenge rights. Knotel and Digiatech included a provision in the
interim DIP order that would limit the challenge rights of an
official committee.
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.
L BRANDS: S&P Alters Outlook to Positive, Affirms 'B+' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook on L Brands Inc. to positive
from stable and affirmed its 'B+' issuer credit rating on the
company.
The positive outlook reflects that S&P could raise the rating on
Columbus, Ohio-based L Brands if more certain that performance
would remain solid regardless of economic conditions and the
pandemic's path, and it expects leverage would remain in the low-3x
area or better on a sustained basis.
The outlook revision reflects better-than-expected operating
results at Victoria Secret (VS) and ongoing solid momentum at Bath
& Body Works (BBW). L Brands has focused on cost-cutting
initiatives and inventory management during the pandemic, which led
to good profit margins. While some moderation in performance is
likely in fiscal 2021, S&P revised forecast calls for profit
margins returning to pre-pandemic levels and it believes the
company could sustain leverage consistent with our upgrade
threshold.
BBW and VS reported better-than-expected holiday sales performance;
however, significant uncertainty remains for performance at both
segments in 2021. BBW's solid sales performance through its
holiday season (nine weeks ended Jan. 2, 2020), including a
comparable sales increase of 17%, reflects a continuation of the
pandemic's positive impact on demand for its core merchandise
offering. S&P said, "We believe the company's efforts to spread out
promotions and shift sales online allowed it to successfully
address in-store capacity constraints, while continuing to drive
growth through its direct channel. We believe that performance will
remain unpredictable following widespread adoption of a vaccine.
When this occurs, we would anticipate online sales to drop from
currently elevated levels, and also highlight that consumers may
shift their discretionary spend away from goods and toward
experiences (e.g., travel and dining)." This change may hurt
performance at BBW, as the demand for soaps and hand sanitizers
declines and consumers increasingly spend more time outside of
their households.
Topline performance at VS remains challenged, including a
comparable sales decline of 9% during the holiday season. However,
the company has offset sales pressure through operational
improvements including inventory management and merchandise
assortment. This led to significantly higher merchandise margins
during the third quarter and holiday season. Despite improved
profitability in the second half of 2020, S&P believes there is
risk to the sustainability of recent margin expansion, including
increased competitive pressures or a drop-off in online sales that
is not accompanied by an improvement in store comparable sales.
S&P said, "On a consolidated basis, we now forecast a low-double
digit decline in revenue for fiscal 2020 as topline pressures at VS
continue to offset solid performance at BBW. We anticipate revenues
will increase in the low-single digits in fiscal 2021 as demand
normalizes at BBW and store comparable sales recover at VS.
"We forecast S&P Global Ratings-adjusted leverage will approach the
high-2x area by fiscal year-end 2020, then rise to the low-3x area
in fiscal 2021. Third-quarter EBITDA margins benefited from sales
leverage, less aggressive promotional activity at both brands, and
improved merchandise assortment at VS. We expect these operating
trends to continue through the fourth quarter based on preliminary
holiday results and, therefore, forecast a moderate expansion in
EBITDA margins for fiscal 2020. We now project adjusted leverage in
the high-2x area in fiscal 2020, modestly below 3.0x at fiscal
year-end 2019. The year-over-year deleveraging is, in part, due to
L Brands' significant cash on balance sheet ($2.6 billion as of
Oct. 31, 2020, compared with $1.5 billion as of Feb. 1, 2020),
which we net the majority of against debt in our leverage
calculation. However, we note that it is not our expectation that
the company will maintain such substantial cash balances over
several years, and could utilize a portion for shareholder returns
once there is sufficient clarity around possible impacts to the
company from the pandemic.
"Given that we view operating trends such as elevated demand at BBW
and current promotional levels as unsustainable through fiscal
2021, we forecast that leverage will increase to the low-3x area.
We also anticipate L Brands will generate free operating cash flow
(FOCF) of $550 million-$600 million and $750 million-$800 million
in fiscal 2020 and fiscal 2021, respectively, given reduced capital
expenditures and improved profitability. We anticipate the company
will use FOCF, in part, to fund internal investments.
"The positive outlook reflects that we could raise the rating on L
Brands if we believe its performance would support leverage in the
low-3x area despite potential weakness in the macroeconomic
environment or changes in the path of the pandemic."
S&P could raise the rating if:
-- S&P is more certain that the company's consolidated performance
would remain relatively stable and operational improvements at VS
would be sustained even after the pandemic subsides, and
potentially against the backdrop of a weakened economy; and
-- S&P expects that the company would sustain leverage in the
low-3x area or better.
S&P could return the outlook to stable if:
-- S&P expects that the company would sustain leverage in the
mid-3x area or higher; or
-- S&P expects L Brands' performance to weaken, including flat to
negative comparable sales growth at BBW or further underperformance
and weakened profitability at VS.
LE TOTE: Lord & Taylor Gets Approval to Seek Chapter 11 Plan Votes
------------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that the owner of Lord &
Taylor, the oldest department store in the U.S., won bankruptcy
court approval to seek votes for its Chapter 11 plan after settling
with secured creditors.
If confirmed, Le Tote Inc.'s plan would provide about an 8% return
to unsecured creditors, which hold around $82.8 million in claims,
the company said at a hearing Tuesday, February 2, 2021.
Judge Keith L. Phillips of the U.S. Bankruptcy Court for the
Eastern District of Virginia approved Le Tote’s disclosure
statement Tuesday, February 2, 2021, as well as a settlement with
secured lender HBC US Holdings Inc. and affiliates, subsidiaries of
Hudson's Bay Co.
About Le Tote Inc.
Le Tote, Inc. and its affiliates operate both an online,
subscription-based clothing rental service and a full-service
fashion retailer with 38 brick-and-mortar locations and a robust
e-commerce platform. In response to the COVID-19 pandemic, Le Tote
temporarily closed all retail locations in March 2020, although
they continue to operate the Le Tote and Lord & Taylor websites.
Lord & Taylor LLC -- http://www.lordandtaylor.com/-- is a New
York-based luxury department store that offers luxury products or
women such as belts, shoes, clothes, handbags as well as
accessories. Founded in 1826, the oldest department store in the
country grew to beyond 50 locations and 66,000 employees
nationwide. The chain had 38 stores that were in operation before
the Covid-19 outbreak.
Lord & Taylor's parent Le Tote and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Va. Lead Case
No. 20-33332) on Aug. 2, 2020. At the time of the filing, Debtors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
The Debtors tapped Kirkland & Ellis LLP and Kirkland & Ellis
International LLP as their legal counsel, Kutak Rock LLP as local
counsel, Berkeley Research LLC as financial advisor, and Nfluence
Partners as investment banker. Stretto is the notice, claims, and
balloting agent and administrative advisor.
MAGNOLIA ASSOCIATES: Has Until March 2 to File Plan & Disclosure
----------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey has entered an order within which the
deadline for the jointly administered debtors Azzil Granite
Materials, LLC and Magnolia Associates, LLC to file a Plan and
Disclosure Statement be and is extended from Feb. 2, 2021, to March
2, 2021.
A full-text copy of the Order dated Jan. 22, 2021, is available at
https://bit.ly/3pDNzdI from PacerMonitor.com at no charge.
Counsel to the Debtor:
DANIEL M. STOLZ, ESQ.
GENOVA BURNS LLC
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Tel: (973) 467-2700
Fax: (973) 467-8126
About the Debtors
Azzil Granite Materials is a supplier of high friction granite
aggregates for the New York City and Long Island market. Magnolia
Associates owns a 134-acre property with quarry located in White
Hall, N.Y., which is valued by the company at $15 million.
Based in Hackettstown, N.J., Lizza Equipment Leasing, LLC and its
affiliates, Azzil Granite Materials LLC and Magnolia Associates
LLC, sought Chapter 11 protection (Bankr. D.N.J. Lead Case No.
19-21763) on June 12, 2019. In the petitions signed by Carl J.
Lizza, co-managing member, Lizza Equipment Leasing disclosed $90 in
assets and liabilities of $987,830; Azzil Granite Materials
disclosed total assets of $813,825 and total liabilities of
$23,859,263; and Magnolia Associates disclosed total assets of
$15,317,480, and total liabilities of $13,137,533.
Judge Michael B. Kaplan oversees the cases.
Daniel M. Stolz, Esq., at Wasserman Jurista & Stolz, P.C., is the
Debtors' bankruptcy counsel.
Lizza Equipment won confirmation of its Liquidating Plan on Nov. 6,
2020.
MALLINCKRODT PLC: Berger Represents Tribal Leadership Committee
---------------------------------------------------------------
Pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure,
the law firm of Berger Harris LLP submitted a verified statement to
disclose that it is representing the Tribal Leadership Committee in
the Chapter 11 cases of Mallinckrodt PLC, et al.
The Tribal Leadership Committee was designated by the court in In
re National Prescription Opiate Litigation, MDL 2804 to coordinate
the interests of all Tribal governments with cases in the MDL
proceeding, including with regard to global resolution of
opioid-related claims against the MDL Defendants, including the
Debtors here.
The Opioid Tribal Leadership Firms are:
Boies Schiller Flexner LLP
100 SE Second Street Suite 2800
Miami, FL 33131
Fields PLLC
1701 Pennsylvania Avenue NW, Suite 200
Washington, D.C. 20006
Frazer PLC
30 Burton Hills Blvd. Suite 450
Nashville, TN 37215
Gilbert LLP
700 Pennsylvania Avenue, SE Suite 400
Washington, DC 20003
Hobbs, Straus, Dean & Walker, LLP
215 SW Washington St. Suite 200
Portland, OR 97204
Keller Rohrback Law Offices, LLP
1201 Third Avenue, Suite 3200
Seattle, WA 98101
Levin Papantonio Rafferty Proctor
Buchanan O'Brien Barr Mougey, P.A.
316 South Baylen St.
Pensacola, FL 32502
Lieff Cabraser Heimann & Bernstein, LLP
275 Battery Street, 29th Floor
San Francisco, CA 94111-3339
Robins Kaplan LLP
800 LaSalle Avenue Suite 2800
Minneapolis, MN 55402
Skikos, Crawford, Skikos & Joseph, LLP
One Sansome Street, Suite 2830
San Francisco, CA 94104
Sonosky, Chambers, Sachse, Endreson & Perry, LLP
1425 K Street, N.W.
Suite 600
Washington, D.C. 20005
Zwerling, Schachter & Zwerling, LLP
1904 Third Avenue Suite 1030
Seattle, WA 98101-1170
Counsel for Tribal Leadership Committee can be reached at:
BERGER HARRIS LLP
David B. Anthony, Esq.
1105 N. Market Street, 11th Floor
Wilmington, DE 19801
Telephone: (302) 655-1140
Facsimile: (302) 655-1131
Email: danthony@bergerharris.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/36FItGq and https://bit.ly/3rcyG2o
About Mallinckdrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market, and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the Office of the United States Trustee for
Region 3 appointed an official committee of opioid related
claimants (OCC). The OCC tapped Akin Gump Strauss Hauer & Feld LLP
as its lead counsel, Cole Schotz as Delaware co-counsel, Province
Inc., as financial advisor, and Jefferies LLC as investment banker.
MALLINCKRODT PLC: Feb. 16, 2021 General Claims Bar Date Set
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware set Feb. 16,
2021, at 5:00 p.m. (prevailing Eastern Time) as the general
deadline for all entities (other than governmental units) to file
proofs of claims against Mallinckrodt PLC and its debtor-affiliates
for all claims that arose before the Debtors' bankruptcy filing,
including, but not limited to secured claims, priority claims,
asbestos-related claims, and claims under Sec. 503(b)(9) of the
Bankruptcy Code.
The Court set April 12, 2021, at 5:00 p.m. (prevailing Eastern
Time) as the deadline for all governmental units to file their
claims against the Debtors.
About Mallinckdrodt PLC
Mallinckrodt -- http://www.mallinckrodt.com/-- is a global
business consisting of multiple wholly-owned subsidiaries that
develop, manufacture, market and distribute specialty
pharmaceutical products and therapies. The company's Specialty
Brands reportable segment's areas of focus include autoimmune and
rare diseases in specialty areas like neurology, rheumatology,
nephrology, pulmonology and ophthalmology; immunotherapy and
neonatal respiratory critical care therapies; analgesics; and
gastrointestinal products. Its Specialty Generics reportable
segment includes specialty generic drugs and active pharmaceutical
ingredients.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the Office of the United States Trustee for
Region 3 appointed an official committee of opioid related
claimants (OCC). The OCC tapped Akin Gump Strauss Hauer & Feld LLP
as its lead counsel, Cole Schotz as Delaware co-counsel, Province
Inc., as financial advisor, and Jefferies LLC as investment banker.
MANSIONS APARTMENT: Feb. 24 Disclosure Statement Hearing Set
------------------------------------------------------------
Debtor Mansions Apartment Homes at Marine Creek, LLC, filed with
the U.S. Bankruptcy Court for the Northern District of Texas, Fort
Worth Division, a Disclosure Statement, and a Plan. On Jan. 22,
2021, Judge Edward L. Morris ordered that:
* Feb. 24, 2021, at 1:30 p.m. in the United States Bankruptcy
Court, 501 W. 10th Street, Fort Worth, Texas 76102 is the hearing
to consider the approval of the disclosure statement.
* Feb. 17, 2021, is fixed as the last day for filing and
serving written objections to the disclosure statement.
A full-text copy of the order dated Jan. 22, 2021, is available at
https://bit.ly/3t7aUqF from PacerMonitor.com at no charge.
Attorneys for the Debtor:
Joyce W. Lindauer
Kerry S. Alleyne
Guy H. Holman
Joyce W. Lindauer Attorney, PLLC
1412 Main Street, Suite 500
Dallas, Texas 75202
Telephone: (972) 503-4033
Facsimile: (972) 503-4034
About Mansions Apartment Homes
at Marine Creek
Mansions Apartment Homes at Marine Creek, LLC, owns 40 acres of
unimproved land located in the city of Fort Worth, Tarrant County,
Texas.
Mansions Apartment Homes at Marine Creek, LLC, filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Tex. Case No. 20-43643) on Nov. 30, 2020. Tim Barton,
president of Mansions Apartment, signed the petition. At the time
of the filing, the Debtor disclosed assets of between $1 million
and $10 million and liabilities of the same range. Judge Edward L
Morris oversees the case. Joyce W. Lindauer Attorney, PLLC, serves
as the Debtor's legal counsel.
MARRONE BIO: Appoints Sue Cheung as Chief Financial Officer
-----------------------------------------------------------
Marrone Bio Innovations, Inc. has appointed Suping (Sue) Cheung as
chief financial officer, effective Feb. 18, 2021. She succeeds
James Boyd, who previously announced his intention to retire.
Cheung, a certified public accountant, brings to Marrone Bio 28
years of experience in international strategic and financial
operations, including financial reporting, forecasting and
budgeting; mergers and acquisitions; equity and debt financing;
internal controls; and investor relations. Most recently, she was
the chief financial officer for QuickLogic Corporation (NASDAQ:
QUIK) for five years, and corporate controller in the eight years
before that promotion. Prior to QuickLogic, she has held senior
roles at both publicly traded and privately held companies in
accounting, finance and operational management, and began her
career as an auditor and tax consultant at PricewaterhouseCoopers
(PwC).
"We are delighted to have Sue join our leadership team, and look
forward to her contributions to accelerating our global growth,"
said Chief Executive Officer Kevin Helash. "Sue's international
experience is the ideal fit for Marrone Bio as we pursue a range of
opportunities to cement our leadership in agricultural biologicals,
while effectively managing costs and driving toward
profitability."
"I am excited to join Marrone Bio at this important juncture in the
company's evolution, and to carry forward its initiatives to drive
operational excellence, global expansion and greater shareholder
value," Cheung said. "Together, we have the opportunity to
accelerate our path to profitability and fully deliver on the
promise of our technologies and our pipeline."
As CFO, Cheung will lead Marrone Bio's global finance organization
and will be responsible for accounting, treasury, tax, financial
planning and analysis, information technology and investor
relations. She will be a member of the company's executive
leadership team.
Cheung is a graduate of Soochow University with a bachelor's degree
in financial management, and holds a master's in accounting and a
doctorate in business administration, both from Florida
International University. She also completed the executive program
at the Stanford University Graduate School of Business.
In connection with her appointment as the Company's CFO, Ms. Cheung
accepted an employment offer letter from the Company on Jan. 25,
2021, pursuant to which Ms. Cheung will receive an annual base
salary of $275,000 and a target annual award opportunity under the
Company's discretionary bonus plan of up to 40% of her annual base
salary, unless adjusted by the Board for any year. Ms. Cheung will
also receive a $50,000 signing bonus in April 2021 and certain
relocation expenses.
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment. MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields. Supported by a robust portfolio
of over 400 issued and pending patents around its natural product
chemistry, MBI's currently available commercial products are
Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.
Marrone Bio reported a net loss of $37.17 million for the year
ended Dec. 31, 2019, compared to a net loss of $20.21 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $72.06 million in total assets, $48.96 million in total
liabilities, and $23.10 million in total stockholders' equity.
Marcum LLP, in San Francisco, CA, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
16, 2020 citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
MARRONE BIO: Van Herk Entities Hold 6% Stake as of Dec. 31
----------------------------------------------------------
In an amended Schedule 13G filed with the Securities and Exchange
Commission, these entities and individual reported beneficial
ownership of 10,316,574 shares of common stock of Marrone Bio
Innovations, Inc. as of Dec. 31, 2020, which represents 6 percent
of the shares outstanding:
* Van Herk Investments B.V.
* Van Herk Investments THI B.V.
* Van Herk Private Equity Investments B.V.
* Stichting Administratiekantoor Penulata
* Van Herk Management Services B.V.
* Onroerend Goed Beheer- en Beleggingsmaatschappij A. van Herk
B.V.
* A. van Herk Holding B.V.
* Stichting Administratiekantoor Abchrys
* Adrianus van Herk
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1441693/000110465921009313/a21-3591_1sc13ga.htm
About Marrone Bio Innovations
Based in Davis, California, Marrone Bio Innovations, Inc. --
http://www.marronebio.com-- discovers, develops and sells
innovative biological products for crop protection, plant health
and waterway systems treatment. MBI has screened over 18,000
microorganisms and 350 plant extracts, leveraging its in-depth
knowledge of plant and soil microbiomes enhanced by advanced
molecular technologies to rapidly develop seven effective and
environmentally responsible pest management products to help
customers operate more sustainably while uniquely improving plant
health and increasing crop yields. Supported by a robust portfolio
of over 400 issued and pending patents around its natural product
chemistry, MBI's currently available commercial products are
Regalia, Grandevo, Venerate, Majestene, Haven Stargus and
Amplitude, Zelto and Zequanox.
Marrone Bio reported a net loss of $37.17 million for the year
ended Dec. 31, 2019, compared to a net loss of $20.21 million for
the year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company
had $72.06 million in total assets, $48.96 million in total
liabilities, and $23.10 million in total stockholders' equity.
Marcum LLP, in San Francisco, CA, the Company's auditor since 2018,
issued a "going concern" qualification in its report dated March
16, 2020 citing that the Company has incurred significant losses
and needs to raise additional funds to meet its obligations and
sustain its operations. These conditions raise substantial doubt
about the Company's ability to continue as a going concern.
MASHANTUCKET PEQUOT: Moody's Gives Ca-PD/LD Prob. of Default Rating
-------------------------------------------------------------------
Moody's Investors Service appended an "/LD" designation to
Mashantucket (Western) Pequot Tribe, CT's Ca-PD Probability of
Default Rating, changing it to Ca-PD/LD from Ca-PD.
The LD designation reflects a limited default resulting from the
company entering into an agreement with its bank lender to extend
the maturity of its term loan B to February 16, 2021 from December
31, 2020 from June 30, 2020. The term B loan had a December 31,
2020 maturity date.
Moody's considered the maturity extension to be a missed payment
with respect to the principal amortization. Approximately $255
million of the $275 million original term loan B amount was
outstanding at September 30, 2020. Without the extension, Moody's
believes that Mashantucket would not have been able to repay the
term B loan in its entirety on December 31 given that present cash
flows, while positive, plus available cash balances are not
sufficient to meet all of the Mashantucket's debt service
obligations.
Mashantucket has a Ca Corporate Family Rating and negative rating
outlook. The company's term loan B is rated Caa1. Mashantucket's
ratings and outlook are not affected. The company's other
outstanding debt, totaling about $2 billion of junior note
principal and accrued interest, is not rated.
The maturity extension did not constitute an event of default under
any of Mashantucket's debt agreements. Mashantucket and its lenders
are operating pursuant to a forbearance agreement that initially
went into effect on September 25, 2014, shortly after the credit
facility lenders delivered a specified notice of default in
response to a financial covenant default under the credit facility.
The forbearance agreement has been extended several times since it
first went into effect.
The effect of the specified notice of default is to block all cash
payments of interest to the junior debt. This blockage is not
considered a payment default under Mashantucket's bank agreement,
junior debt indentures, and related inter-creditor agreements. The
interest payments for the company's junior debt are being
paid-inkind. Mashantucket remains current on term loan B interest
payments.
The Mashantucket Pequot Tribal Nation conducts the gaming and
resort operations of Foxwoods Resort Casino through The
Mashantucket Pequot Gaming Enterprise, a wholly owned,
unincorporated division of The Mashantucket Pequot Tribal Nation.
Revenue for the 12 months ended Sept. 30 2020 was approximately
$539 million.
MBD FARMS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------
Debtor: MBD Farms LLC
5411 W 125 S
Marion, IN 46953
Chapter 11 Petition Date: February 3, 2021
Court: United States Bankruptcy Court
Northern District of Indiana
Case No.: 21-10093
Judge: Hon. Robert E. Grant
Debtor's Counsel: Weston E. Overturf, Esq.
OVERTURF FOWLER LLP
201 N. Illinois St.
South Tower, 16th F
Indianapolis, IN 46204
Tel: 317-559-3647
Fax: 317-854-9216
E-mail: wes@ofattorneys.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Douglas Morrow, member.
A copy of the petition containing, among other items, a list of the
Debtor's two unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/F3NG6GQ/MBD_Farms_LLC__innbke-21-10093__0001.0.pdf?mcid=tGE4TAMA
MILLER TOOL: Seeks to Hire DWH LLC as Financial Consultant
----------------------------------------------------------
Miller Tool & Die, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ DWH, LLC as
its financial consultant.
The firm's services include:
(a) advising the Debtor with respect to its financial
responsibilities and duties in the continued management and
operation of the business;
(b) consulting with the Debtor's secured lender;
(c) preparing budgets in support of the Debtor's use of cash
collateral, debtor-in-possession financing and reports required by
the United States Trustee's guidelines; and
(d) other necessary financial consulting services.
The firm's rate for the financial consulting is between $250 and
$425 per hour. The hourly rate for Heather Gardner's, the firm's
managing director, is $350.
Ms. Garner disclosed in a court filing that the firm is a
"disinterested person" as that phrase is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Heather Gardner
DWH, LLC
180 Monroe Avenue Northwest 2-R
Grand Rapids, MI 49503
Phone: +1 616-233-0020
About Miller Tool & Die
Founded in 1930, Miller Tool & Die, Inc. --
http://www.millertd.com/-- is a privately held company that
manufactures industrial machinery, serving and supporting its
customers throughout North, South & Central America, Mexico,
Europe, and Asia.
Miller Tool & Die sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 20-52501) on Dec. 21, 2020. In its petition, the Debtor
disclosed total assets of $2,905,993 and debt of $6,996,536.
Miller Tool President Patrick Miller signed the petition.
Judge Thomas J. Tucker oversees the case. The Debtor tapped Lynn
M. Brimer, Esq., at Strobl Sharp PLLC, as its legal counsel.
MILLER TOOL: Seeks to Hire Strobl Sharp as Legal Counsel
--------------------------------------------------------
Miller Tool & Die, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Michigan to employ Strobl Sharp
PLLC as its legal counsel.
The firm will render these services:
(a) advise the Debtor with respect to its powers and duties in
the continued management and operation of its business;
(b) attend meetings and negotiate with representatives of
creditors and other parties in interest;
(c) take all necessary action to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor's behalf, the defense of any action commenced against the
Debtor, negotiations concerning all litigation in which the Debtor
is involved, and objections to claims filed against the estate;
(d) prepare legal papers;
(e) negotiate and prepare a Chapter 11 plan of reorganization
and related agreements, and take any necessary action to obtain
confirmation of such plan;
(f) represent the Debtor in connection with obtaining
post-petition financing;
(g) advise the Debtor in connection with any potential sale of
assets, restructuring or recapitalization;
(h) appear before the court, any appellate courts, and the
U.S. trustee;
(i) consult with the Debtor regarding tax matters;
(j) address issues relative to regulatory agencies; and
(k) perform all other necessary legal services.
The firm will be paid at these rates:
Lynn Brimer $395 per hour
Pamela S. Ritter $340 per hour
Associates $185 - $295 per hour
Strobl received $52,141 for pre-bankruptcy services, $1,738 for the
filing fee and $101 for work-related costs. The firm holds a
retainer in the amount of $1,262.
Lynn Brimer, Esq., a shareholder of Strobl Sharp, disclosed in
court filings that the firm is "disinterested" as defined in
Section 101(14) of the Bankruptcy Code.
Strobl can be reached through:
Lynn M. Brimer, Esq.
Strobl Sharp PLLC
300 East Long Lake Road, Suite 200
Bloomfield Hills, MI 48304
Tel: (248) 540-2300
Email: lbrimer@stroblpc.com
About Miller Tool & Die
Founded in 1930, Miller Tool & Die, Inc. --
http://www.millertd.com/-- is a privately held company that
manufactures industrial machinery, serving and supporting its
customers throughout North, South & Central America, Mexico,
Europe, and Asia.
Miller Tool & Die sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 20-52501) on Dec. 21, 2020. In its petition, the Debtor
disclosed total assets of $2,905,993 and debt of $6,996,536.
Miller Tool President Patrick Miller signed the petition.
Judge Thomas J. Tucker oversees the case. The Debtor tapped Lynn
M. Brimer, Esq., at Strobl Sharp PLLC, as its legal counsel.
MOHAJER12 CORP: Court Junks TRO and Injunction Bid
--------------------------------------------------
Judge Jerry C. Oldshue, Jr. of the United States Bankruptcy Court
for the Southern District of Alabama denied the amended application
for temporary restraining order and preliminary injunction filed by
the debtor, Mohajer 12 Corp.
Mohajer administered a prior Chapter 11 proceeding before the
bankruptcy court which was closed by Final Decree on April 4, 2016.
Mohajer's contractual obligations to PNC Bank N.A. related to
mortgage indebtedness on three commercial properties, arose before
that prior case. Pursuant to the terms of the Debtor's Plan,
Mohajer executed a term note with PNC requiring 59 monthly payments
of $9,661.00 and a balloon upon the maturity date of January 1,
2021. Mohajer defaulted on the note in June 2017 by failing to
make timely payments. Due to the continuing default, PNC
instituted a state court receivership proceeding in June 2018.
Mohajer filed the another Chapter 11 bankruptcy case on July 3,
2018 in which it consented to relief from the automatic stay as to
two of the three properties secured by the PNC mortgage
indebtedness and sought to maintain only the property located at
507 Azalea Road. The Azalea Property is a commercial property
operated as a convenience store.
As a result of Mohajer's failure to file a viable plan of
reorganization after the passage of more than 18 months, PNC filed
a Motion for Relief (MLS) from the automatic stay seeking to place
the Azalea Property in the state court receivership along with the
other two properties for which relief was previously granted.
After discussions between the parties, counsel jointly informed the
Court of a negotiated resolution and announced the terms thereof
which were acknowledged by Mohajer's principal, Husain Abdulla.
The Court approved the agreement of the parties through an Agreed
Order which required, among other things, that the debtor:
(1) redeem the Azalea Property from tax sale before August 17,
2020;
(2) remit to PNC the greater of $5,000.00 or all remaining
cash collateral on a monthly basis;
(3) file a renewed cash collateral motion upon the expiration
of the existing authorization on November 17, 2020 and
(4) within 90 days of redemption from the tax sale, file a
Disclosure Statement and Plan containing terms and conditions
approved by PNC.
The Agreed Order further provided that upon Mohajer's failure to
comply with the terms thereof, PNC would have immediate relief from
the automatic stay without further notice or hearing upon filing a
notice of non-compliance.
Mohajer did not comply with all the deadlines set out in the Agreed
Order. On November 25, 2020, PNC filed its Notice of
Non-Compliance, setting forth the debtor's failure to timely file a
plan and disclosure statement, failure to communicate with PNC
regarding approval of proposed terms and conditions of an amended
plan and failure to obtain approval to use cash collateral after
November 17, 2020. Thereafter, Mohajer filed a Disclosure
Statement and Plan on December 1, 2020 and a Motion to Use Cash
Collateral on December 7, 2020.
PNC did not approve the terms of the Amended Plan and Disclosure
Statement as required by the Agreed Order.
On December 15, 2020, the United States of America filed an
Objection to the Debtor's Amended Plan alleging that the Debtor
demonstrated bad faith by failing to file Federal Unemployment Tax
Act returns (Form 940) for 2018, Federal quarterly withholding
return (Form 941) for the quarter ending September 30, 2018 and
Federal Corporation Income Tax returns (Form 1120) for tax years
2015, 2016, 2017 and 2018.
On December 20, 2020, Mohajer filed an Application for Temporary
Restraining Order and Preliminary Injunction, which it later
amended on December 22, 2020. The debtor's application indicated
that contemporaneously with deeming the stay lifted, PNC filed an
action in state court to place the Azalea property in the
receivership and obtained an order granting such relief. Hence,
Mohajer requested that the Court enjoin the state court receiver
from taking control of the Azalea property.
PNC filed Motions to Strike and Objections to the Debtor's
Applications, setting forth its position including that the Azalea
property was no longer property of the estate pursuant to the
Notice of Debtor's Non-Compliance with the Agreed Order and that
Mohajer failed to meet the requirements for injunctive relief.
Judge Oldshue pointed out that federal courts have held under a
great variety of circumstances that settlements once entered into
cannot be repudiated by either party and will summarily be
enforced. "There is no allegation or evidence before the Court
that there was any fraud, misunderstanding, mistake or coercion in
the negotiation of the settlement. It is undisputed that Mohajer
failed to abide by the agreed upon deadline to submit a disclosure
statement and plan and did not timely file a renewed motion to use
cash collateral. Nor did the Debtor obtain approval of PNC to the
terms of the proposed plan or request an extension of timelines
prior to the expiration thereof. It was only after default
occurred and the Notice of Non-Compliance was placed of record,
that the Debtor sought to comply and filed the request for
injunctive relief," the judge observed.
Judge Oldshue also disagreed with the debtor's contention that it
should be excused from non-compliance due to extenuating
circumstances.
"This Court is not inclined to retroactively relieve the Debtor of
the obligations which it negotiated and voluntarily and
unequivocally agreed to. The agreement between the parties
afforded the Debtor additional time to remedy the grounds for PNC's
MLS. However, the Debtor's subsequent default in failing to comply
with the agreed upon deadlines and the self-executing nature of the
Agreed Order lifted the automatic stay as to the Azalea Property
placing it outside the bankruptcy estate," said the judge.
Judge Oldshue also acknowledged the strong public policy
considerations supporting enforcing agreed orders. The judge
explained that failure of the Court to enforce agreed orders would
likely have a chilling effect on settlements and only serve to
proliferate more litigation.
Judge Oldshue also stated that a party seeking a preliminary
injunction must establish that:
(1) it is likely to succeed on the merits;
(2) it will suffer irreparable harm in the absence of
preliminary relief;
(3) the balance of equities tips in its favor; and
(4) that issuance of the injunctive relief will not disserve
the public interest.
Judge Oldshue found that Mohajer failed to establish that it is
likely to succeed on the merits. "In particular, the Debtor's
Chapter 11 Proceeding has been pending for approximately 30 months
without a confirmed plan. Additionally, the Amended Plan, filed
after the Agreed Order deadline, was not approved by PNC (as
required by the Agreed Order) and does not provide adequate
treatment of PNC's debt which has now matured. The docket also
reflects a pending objection by the IRS. Further, Article III,
enumerated paragraph 4 of the Amended Plan states that the ability
of the Debtor to perform is based upon the assumption its sales
will increase and there can be no assurance that the Debtor will be
able to perform," explained the judge.
Judge Oldshue also held that the debtor's unsupported contention
that it will suffer immediate, irreparable harm absent an
injunction is insufficient to meet the requirements for relief.
In addition, Judge Oldshue noted that, in balancing the equities,
the circumstances giving rise to Mohajer's application for
injunctive relief is the result of its own non-compliance with the
terms of its agreement with PNC. "Furhter, the record reflects that
PNC expended substantial time and expense in protecting its
interest over the past six years during the pendency of two Chapter
11 bankruptcies as well as the state court receivership.
Additionally, the payments to PNC under the past cash collateral
orders in this case have been substantially less than the
contractual payments and fees incurred by PNC. It is apparent to
the Court that the Debtor has enjoyed the benefits of the automatic
stay to the detriment of PNC for the nearly 30 months that this
case has languished absent a confirmed plan. Hence, a balancing of
the equities tips in favor of PNC," concluded the judge.
Lastly, the judge found that Mohajer has not presented any argument
that there is any overriding public interest favoring its request.
To the contrary, Judge Oldshue believed that the public interest is
best served by the efficient and expeditious resolution of
matters.
For the reasons stated, Judge Oldshue found that the terms of the
Agreed Order between the parties resolving PNC's Motion for Relief
should be upheld and enforced. Consequently, upon Mohajer's
failure to comply with the terms thereof as memorialized in the
Agreed Order, the judge also held that the automatic stay was
lifted and the Azalea Property was and is no longer part of the
bankruptcy estate. Mohajer's application for temporary restraining
order and preliminary injunction, as amended, was thereby denied.
The case is In re: MOHAJER 12 CORP., Chapter 11, Debtor, Case No.
18-2674-JC0 (Bankr. S.D. Ala.). A full-text copy of Judge
Oldshue's memorandum order and opinion, dated January 22, 2021, is
available at https://tinyurl.com/y5wdl7g6 from Leagle.com.
About Mohajer12 Corp.
Mohajer12 Corp. filed for Chapter 11 bankruptcy (Bankr. S.D. Ala.
Case No. 18-02674) on July 3, 2018, estimating less than $1 million
both in assets and liabilities. Barry A. Friedman, Esq., of
Friedman, Poole & Friedman, P.C., serves as the Debtor's counsel.
No official committee of unsecured creditors has been appointed in
the Chapter 11 case.
MOHEGAN TRIBAL: Moody's Hikes CFR to Caa1 Following Refinancing
---------------------------------------------------------------
Moody's Investors Service upgraded Mohegan Tribal Gaming
Authority's ("MTGA") Corporate Family Rating to Caa1 from Caa2 and
Probability of Default Rating to Caa1-PD from Caa2-PD. The B1
rating on MTGA's first lien revolver and Caa1 rating on its senior
secured second lien notes were affirmed. MTGA's Speculative Grade
Liquidity rating was upgraded to SGL-3 from SGL-4.
This action concludes the review for upgrade that was initiated on
January 13. The rating outlook is stable.
The upgrade considers that on January 26, MTGA closed on a
refinancing that had a meaningful positive impact on the company's
liquidity. This, along with Moody's expectation that MTGA will
generate about $25 million of positive free cash flow after
interest, cash distributions and capital expenditures in fiscal
2021, will improve the company's ability to manage through the
coronavirus challenges and reduce its leverage over time.
"The elimination of significant near-term loan amortization
requirements and term loan debt maturity allowed MTGA to circumvent
a potential default later this year", stated Keith Foley, a Senior
Vice President at Moody's.
Going forward, there are no material near-term debt maturities. Pro
forma for these transactions as of September 30, 2020, there was
less than $100 million drawn on the company's $263 million
revolver, the expiration of which was extended 18 months to April
2023 from October 2021. MTGA's senior secured second lien notes
that mature in February 2026, and senior unsecured notes that
mature in October 2024, have no principal repayment requirement
prior to maturity, other than a springing maturity for the senior
secured notes if the senior unsecured notes remain outstanding 91
days prior to their maturity date and customary provisions relating
to specified asset sales and changes in control.
The upgrade of the Speculative Grade Liquidity rating to SGL-3 from
SGL-4 also reflects that the completion of the refinancing improves
the company's liquidity by pushing out maturities with only a
moderate increase in cash interest, and improves the company's
covenant cushion.
The following ratings/assessments are affected by the action:
Ratings Upgraded:
Issuer: Mohegan Tribal Gaming Authority
Corporate Family Rating, Upgraded to Caa1 from Caa2
Probability of Default Rating, Upgraded to Caa1-PD from Caa2-PD
Speculative Grade Liquidity Rating, Upgraded to SGL-3 from SGL-4
GTD Senior Unsecured Global Notes, Upgraded to Caa3 (LGD6) from Ca
(LGD6)
Ratings Affirmed:
Issuer: Mohegan Tribal Gaming Authority
Senior Secured Revolving Credit Facility due 2023, Affirmed B1
(LGD1)
Senior Secured 2nd Lien Global Notes, Affirmed Caa1 (LGD3 from
LGD6)
Ratings Withdrawn:
Issuer: Mohegan Tribal Gaming Authority
Senior Secured 1st Lien Term Loan due 2021, Withdrawn , previously
rated Caa1 (LGD3)
Senior Secured Term Loan B due 2023, Withdrawn , previously rated
Caa1 (LGD3)
Senior Secured Revolving Credit Facility due 2021, Withdrawn ,
previously rated Caa1 (LGD3)
Outlook Actions:
Issuer: Mohegan Tribal Gaming Authority
Outlook, Changed To Stable From Rating Under Review
RATINGS RATIONALE
MTGA's Caa1 CFR reflects MTGA's high leverage, earnings
concentration in a few properties with high competition, and
exposure to cyclical volatility. Although Moody's expects the
company can reduce debt/EBITDA to about 7x by the end of fiscal
2021, that level of leverage still leaves MTGA with a high degree
of financial risk. This risk is compounded by Moody's expectation
that there will be continued ongoing operational challenges and
earnings and cash flow pressure from efforts to contain the
coronavirus, and that there will be a slow recovery to
pre-coronavirus volume.
Positive rating considerations include MTGA's high quality,
well-established, and large amount of gaming and attractive
non-gaming amenities along with its earnings diversification
efforts. The company has streamlined costs during the pandemic.
Moody's expects certain costs such as marketing will increase as
competing forms of entertainment reopen, but that the company will
remain cost vigilant to support positive operating cash flow that
fund tribal distributions. Diversification efforts outside of
MTGA's restricted group structure include management and
development fees from unaffiliated casinos in the U.S. along with
MTGA's investment in a resort casino project in South Korea, which
Moody's views as a long-term positive for the company, despite
inherent risks.
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
MTGA from the current weak US economic activity and a gradual
recovery for the coming year. 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 gaming sector has been one of the sectors most significantly
affected by the shock given its sensitivity to consumer demand and
sentiment. More specifically, the weaknesses in MTGA's credit
profile, including its exposure to travel disruptions and
discretionary consumer spending have left it vulnerable to shifts
in market sentiment in these unprecedented operating conditions and
MTGA remains vulnerable to the outbreak continuing to spread.
Financial policies are aggressive including use of debt to fund
development, and regular cash distributions to the Tribe. These
factors lead to high leverage and weak free cash flow.
The stable outlook reflects Moody's view that the company will
gradually rebuild volume, increase EBITDA and generate positive
free cash flow over the next year as consumers gain comfort with
public spaces. The outlook also reflects Moody's expectation that
MTGA will maintain adequate liquidity to manage in the uncertain
operating environment that is likely to persist over the next
year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A higher rating can be achieved once Moody's has a higher degree of
confidence that the risks related to COVID-19 will lessen and the
operating environment improves along with revenue and earnings
visibility. A higher rating also requires that MTGA generate
positive free cash flow and demonstrate the ability and willingness
to achieve and maintain debt/EBITDA below 6.0x over the
longer-term.
Ratings could be downgraded if Moody's anticipates renewed weakness
in MTGA's earnings or cash flow generation because of competition,
actions to contain the spread of the virus including but not
limited to renewed facility closings, or reductions in
discretionary consumer spending.
The principal methodology used in these ratings was Gaming
Methodology published in October 2020.
MTGA's owns and operates Mohegan Sun, a gaming and entertainment
complex near Uncasville, Connecticut, and Mohegan Sun Pocono, a
gaming and entertainment facility offering slot machines and
harness racing in Plains Township, Pennsylvania. MTGA's restricted
group also receives fees for the management of several
nonaffiliated casinos. MTGA is owned by the Mohegan Tribe of
Indians of Connecticut, a federally recognized Native American
tribe. MTGA's restricted group generated net revenue of about $896
million for the fiscal year ended 30-September 2020.
MOTELS OF SUGAR: Seeks Access to Cash Collateral
------------------------------------------------
Motels of Sugar Land, LLP asks the U.S. Bankruptcy Court for the
Southern District of Indiana, Indianapolis Division, for authority
to use cash collateral and grant replacement liens.
The Debtor urgently needs working capital to continue its ordinary
course business operations and is unable to obtain post-petition
financing from any source other than the collateral secured by its
prepetition loan facilities.
Prior to the bankruptcy filing date, the Debtor's liquidity needs
were met primarily through the daily operation of its business and
the collection of room rents generated by its hotel property. The
Debtor has a prior lending relationship with JAMVATI, LLC who
apparently purchased the loan from NewFirst National Bank in
Sugarland, Texas, but that relationship is limited to a traditional
real estate secured loan. The Loan Documents for that transaction
are:
a) Construction Loan Agreement dated August __, 2013;
b) Promissory Note for $2,638,417.00 dated August 9, 2013;
c) Promissory Note for $4,397,363.00 dated August 9, 2013;
d) Deed of Trust and Security Agreement dated August __, 2013;
e) Security Agreement dated August 9, 2013;
f) Guaranty Agreement of Sanjay Patel dated August 9, 2013;
g) Guaranty Agreement of MHG Hotel, LLC dated August 9, 2013;
h) Change in Terms Agreement dated March 26, 2020 (granting
forbearance for six months and accepting an indemnifying mortgage
from SRI-RAM, Inc.);
i) Change in Terms Agreement dated March 26, 2020 (granting
forbearance for six months and accepting an indemnifying mortgage
from SRI-RAM, Inc.; and
j) UCC Financing Statement.
The Debtor's cash in bank accounts is approximately $9,000.
Accounts receivable are listed in the total amount of approximately
$7,500 and inventory is approximately $1,000 making total cash
collateral at issue $17,500. The normal operation of the Debtor's
business generates new cash collateral that preserves and protects
the Lender's interest so that its position is not diminished by the
Debtor's use of cash collateral. Granting the Lender a replacement
lien in the cash collateral provides adequate protection of its
interest.
A copy of the motion is available at https://bit.ly/3pIBB2x from
PacerMonitor.com.
About Motels of Sugar Land, LLP
Motels of Sugar Land, LLP owns a 94-suite Springhill Suites and
Hotel by Marriott in Sugarland, Texas, that employs 14 people.
Motels of Sugar Land sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D. Ind. Case No. 21-00371) on January 29,
2021. In the petition signed by Sanjay Patel, its president, the
Debtor disclosed $6,396,935 in assets and $6,455,893 in
liabilities.
KC Cohen represents the Debtor as counsel.
MREF REIT: Lender Sets Brooklyn Property Auction for Feb. 5
-----------------------------------------------------------
Jones Lang Lasalle Americas, on behalf of secured party MREF REIT
Lender 9 LLC, will offer for sale the following interests as
permitted pursuant to the terms of a certain amended and restated
mezzanine pledge and security agreement dated June 10, 2019, by
Evergreen Gardens Mezz LLC.
Secured party is offering for sale 100% of the limited liability
company membership interests in Evergreen Gardens LLC, owned by
Mezzanine Borrower, which represent 100% of the limited liability
company membership interests in Evergreen Gardens, which owns the
property located at 123 Melrose Street, Brooklyn, New York 11206.
The sale is being made in connection with the foreclosure on a
pledge of interests to MREF REIT by the Mezzanine Borrower under
the pledge agreement.
The sale will be conducted by Jonathan Cuticelli of Racebrook
Marketing Concepts LLC. The sale will take place on Feb. 5, 2021,
at 12:00 P.M. (New York Time), at:
Goodwin Procter LLP
The New York Times Building
620 Eighth Avenue
New York, NY 10018
Attn: Diana M. Brummer Esq.
Tel: (212) 813-8861
-- and --
Via simultaneous video conference
https://goodwinlaw.webex.com/goodinlaw/j.php?MTID=ma9f15a8b3f2870cd376bb7e3be727d06
Attn: Diana M. Brummer Esq.
Tel: (212) 813-8861
MURPHY OIL: S&P Affirms 'BB' Long-Term ICR, Outlook Negative
------------------------------------------------------------
S&P Global Ratings affirmed all of its ratings, including its 'BB'
long-term issuer credit rating, on U.S-based oil and gas E&P
company Murphy Oil Corp.
S&P said, "The negative outlook reflects that we could lower our
rating on the company if its funds from operations (FFO) to debt
falls below 20% for a sustained period.
"We are affirming our ratings on Murphy following the revision of
our industry risk assessment for the oil and gas E&P sector. We
revised our industry risk assessment for this sector to moderately
high (4) from intermediate (3). This reflects the accelerating
energy transition toward renewable alternatives, as well as the
sector's amplified commodity-price volatility and declining returns
on capital. Because of the increase in its industry risk, we
revised our assessment of Murphy's business risk profile to fair
from satisfactory; however, we continue to view its credit measures
as in line with the current rating.
"The company has a limited cushion in its credit metrics for an
underperformance. We expect Murphy's credit metrics to weaken
modestly in 2021 before recovering in later years as it continues
to fund its key Gulf of Mexico projects, including
Khaleesi/Mormont, Samurai, and St. Malo. We expect these projects
to begin producing in mid-2022 and forecast a material rise in the
company's free cash flow beginning in 2023. Nonetheless, we remain
cautious in our forecast given the typical risks involved with
operating in the Gulf of Mexico, which led Murphy's recent
production results to decline below our expectations.
"While the company could face greater regulatory scrutiny or future
executive orders from the Biden Administration, we currently expect
its Gulf of Mexico projects to largely proceed as planned. We
expect the recent executive actions related to oil and gas to
primarily affect which office-level Murphy obtains its permits
from. Therefore, we don't expect the company to be materially
affected by the recently announced 60-day moratorium . . That said,
the permitting process may take more time than it has in the past.
"Murphy Oil's asset base is fairly diverse relative to those of its
peers. We apply a positive one-notch comparable rating analysis
modifier to our anchor on the company to reflect its
diversification across three basins and its moderately larger scale
relative to similarly rated peers.
"Under our base case scenario, we expect debt to EBITDA to
temporarily rise to the mid 3x range as the company works towards
completion of its Khaleesi/Mormont, St. Malo and Samurai projects
while FFO to debt is expected to remain in the mid 20% range.
Additionally, the negative outlook incorporates the potential for
future political risk, in the form of regulatory burden to impact
the company's Gulf of Mexico position but note, thus far the
administration's actions are not expected to impact existing leases
and associated projects.
"We could lower our rating on Murphy if its FFO to debt falls below
20% while its debt to EBITDA rises above 4.0x, which would most
likely occur if commodity prices fall below our expectations and
the company failed to reduce its spending. Alternatively, we could
lower our rating if Murphy does not address its upcoming 2022 debt
maturities in a timely fashion.
"We could revise our outlook on Murphy to stable if we expect it to
sustain FFO to debt and debt to EBITDA in the high 20% range and
approaching 3x, respectively. This would most likely occur if the
risks related to the company's Gulf of Mexico projects subside and
we expect it to bring its three key projects on line in a timely
manner, leading to positive free cash flow."
MY FL MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: MY FL Management LLC
3711 N. Ocean Boulevard
Fort Lauderdale, FL 33308
Chapter 11 Petition Date: February 2, 2021
Court: United States Bankruptcy Court
Southern District of Florida
Case No.: 21-11028
Debtor's Counsel: Brett Lieberman, Esq.
EDELBOIM LIEBERMAN REVAH OSHINSKY PLLC
20200 W Dixie Highway
Ste 905
Miami, FL 33180
Tel: 305-768-9909
Fax: 305-928-1114
E-mail: Brett@elrolaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Yuri Gnesin, manager.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/UXQAFLY/MY_FL_Management_LLC__flsbke-21-11028__0001.0.pdf?mcid=tGE4TAMA
NCI FARMS: Case Summary & 2 Unsecured Creditors
-----------------------------------------------
Debtor: NCI Farms LLC
5411 W 125 S
Marion, IN 46953
Chapter 11 Petition Date: February 3, 2021
Court: United States Bankruptcy Court
Northern District of Indiana
Case No.: 21-10094
Judge: Hon. Robert E. Grant
Debtor's Counsel: Weston E. Overturf, Esq.
OVERTURF FOWLER LLP
201 N. Illinois St.
South Tower, 16th F
Indianapolis, IN 46204
Tel: 317-559-3647
Fax: 317-854-9216
E-mail: wes@ofattorneys.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $10 million to $50 million
The petition was signed by Douglas Morrow, member.
A copy of the petition containing, among other items, a list of the
Debtor's two unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/E5VVGIY/NCI_Farms_LLC__innbke-21-10094__0001.0.pdf?mcid=tGE4TAMA
NEW CAFE: NY Priority Claims to Be Paid in Full in 5 Years
----------------------------------------------------------
New Cafe Minutka, Inc., d/b/a Home Made Cooking Cafe, filed a Third
Amended Disclosure Statement for its Plan of Reorganization on
January 22, 2021.
The Debtor on Jan. 19, 2021, won an order extending its deadline to
confirm its plan until March 19, 2021.
The Third Amended Disclosure Statement discloses that the two
priority claims of New York State Department of Taxation & Finance
in the amount of $4,085.95 will be paid in full within 60 months of
the Petition Date, together with a statutory rate of interest
compounded daily, or in such other manner as may be agreed to with
the holder of the Priority Claim. The payments under the plan will
commence on the effective date of the plan and will be paid in
equal monthly installment of $81.88.
The non-secured, priority claim of NYS Department of Labor in the
total amount of $2,235.17 comprising base taxes shall be paid in
full within 60 months of the petition date, together with a
statutory rate of interest compounded daily, or in such other
manner as may be agreed to with the holder of the Priority Claim.
The payments under the Plan will commence on the effective date of
the plan and will be paid in equal monthly installments of $44.80.
The Plan will be financed from contributions from, ongoing business
income; funds accumulated in the Debtor in Possession bank account
of the Debtor, as well as the contribution of Olga Pletnitskaya,
from personal funds, in the total amount equivalent to the business
value as of the time of the Plan filing, in monthly payments and
funds contributed by A&J Investment Group, in accordance with the
terms of the investment agreement, which was presented for approval
to the Court, with payments commencing on the effective date of the
Plan.
A full-text copy of the Third Amended Disclosure Statement dated
Jan. 22, 2021, is available at https://bit.ly/36ursit from
PacerMonitor.com at no charge.
The Debtor is represented by:
ALLA KACHAN, ESQ.
3099 Coney Island Ave, 3rd Floor
Brooklyn, NY 11235
Tel: (718) 513-3145
Fax: (347) 342-315
E-mail: alla@kachanlaw.com
About New Cafe Minutka
New Cafe Minutka, Inc., is a New York corporation with business
address 505-506 Brighton Beach Avenue, Brooklyn, NY 141235. The
stock is 100% owned by Olga Petinckaya.
New Cafe Minutka sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-42357) on April 19,
2019. At the time of the filing, the Debtor was estimated to have
assets of less than $100,000 and liabilities of less than $50,000.
The case is assigned to Judge Nancy Hershey Lord. The Law Offices
of Alla Kachan, P.C., is the Debtor's legal counsel.
OMEROS CORP: BlackRock Has 8.7% Equity Stake as of Dec. 31
----------------------------------------------------------
BlackRock, Inc. disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, it
beneficially owns 5,384,022 shares of common stock of Omeros Corp,
which represents 8.7 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1285819/000083423721004808/us6821431029_012921.txt
About Omeros Corporation
Headquartered in Seattle, Washington, Omeros Corporation --
http://www.omeros.com-- is an innovative biopharmaceutical company
committed to discovering, developing and commercializing
small-molecule and protein therapeutics for large-market as well as
orphan indications targeting complement-mediated diseases,
disorders of the central nervous system and immune-related
diseases, including cancers. In addition to its commercial product
OMIDRIA (phenylephrine and ketorolac intraocular solution) 1%/0.3%,
Omeros has multiple Phase 3 and Phase 2 clinical-stage development
programs focused on complement-mediated disorders and substance
abuse, as well as a diverse group of preclinical programs including
GPR174, a novel target in immuno-oncology that modulates a new
cancer immunity axis recently discovered by Omeros. Small-molecule
inhibitors of GPR174 are part of Omeros' proprietary G
protein-coupled receptor (GPCR) platform through which it controls
54 new GPCR drug targets and their corresponding compounds. The
company also exclusively possesses a novel antibody-generating
platform.
Omeros reported a net loss of $84.48 million for the year ended
Dec. 31, 2019, a net loss of $126.76 million in 2018, and a net
loss of $53.48 million in 2017. As of Sept. 30, 2020, the Company
had $227.07 million in total assets, $47.72 million in total
current liabilities, $29.72 million in lease liabilities
(non-current), $232.81 million in unsecured convertible senior
notes, $4.16 million in deferred tax liability, and a total
shareholders' deficit of $87.33 million.
Ernst & Young LLP, in Seattle, Washington, the Company's auditor
since 1998, issued a "going concern" qualification in its report
dated March 2, 2020, citing that the Company has suffered losses
from operations and has stated that substantial doubt exists about
the Company's ability to continue as a going concern.
ONATAH FARMS: Case Summary & 16 Unsecured Creditors
---------------------------------------------------
Debtor: Onatah Farms LLC
5411 W 125 S
Marion, IN 46593
Chapter 11 Petition Date: February 3, 2021
Court: United States Bankruptcy Court
Northern District of Indiana
Case No.: 21-10091
Debtor's Counsel: Weston E. Overturf, Esq.
OVERTURF FOWLER LLP
201 N. Illinois St.,
South Tower, 16th F
Indianapolis, IN 46204
Tel: 317-559-3647
Fax: 317-854-9216
E-mail: wes@ofattorneys.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Douglas Morrow, member.
A copy of the petition containing, among other items, a list of the
Debtor's 16 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/N5EUQQQ/Onatah_Farms_LLC__innbke-21-10091__0001.0.pdf?mcid=tGE4TAMA
ONIX CAPITAL: Auction for Open English, Dialpad Shares Feb. 15
--------------------------------------------------------------
Melanie E. Damian, Esq., receiver for Onix Capital LLC, will sell
these receivership assets:
a) Open English Holdings Inc, a company that provides online
teaching of the English language in Latin America and the Hispanic
market in the U.S. Prior to the commencement of the receivership,
Onix acquired 105,406 shares of common stock for $988,736 and
301,825 shares of Series Next U Preferred Stock of Open English
through convertible note transactions totaling $1,664,886. The
Open English Shares were subsequently transferred to relief
defendant Next U Ventures LLC.
b) Dialpad Inc., is a company that provides cloud-based business
phone systems that power voice, video, messages, and meetings
across existing devices. In February 2015, Onix purchased 364,843
Series C Preferred Shares in Dialpad, then know as Switch
Communications Inc., for $1 million. In April 2015, Onix
transferred its interests in the Dialpad shares to relief defendant
Next Call Ventures LLC.
The receiver has determined that the best method to sell the
Dialpad and Open English shares is to a competitive bidding process
with qualified stalking horse bidders as approved by the Court on
Nov. 3, 2020, and Nov. 18, 2020, respectively.
The receiver has entered into separate asset purchase agreements
with the qualified stalking horse bidders, who have offered
$407,234 as starting bid for Open English shares and $200,000 as
starting bid for Dialpad shares.
Copies of the agreements are available at the receiver's Web site
at http://www.onixcapitalreceivership.comor by requesting a copy
from counsel:
Farola Saint-Remy
Kozyak Tropin & Throckmorton
2525 Ponce De Leon, 9th Floor
Miami, Florida 33134
E-mail: fsr@kttlaw.com
The receiver will solicit other purchasers no later than 5:00 p.m.
(EST) on Feb. 10, 2021. An auction will take place on Feb. 15,
2021, at 10:00 a.m. via Zoom Video conferencing followed by a sale
hearing on Feb. 17, 2021, at 10:39 a.m. via Zoom Video
conferencing.
The receiver was appointed in the case Securities and Exchange
Commission vs. Onix Capital LLC, et al. (S.D. Fla. Case No.
16-CV-24678).
Onix Capital LLC is a global proprietary trading firm leveraging
advanced technology to identify and initiate high probability
strategies.
ORGANIC POWER: Euro-Caribe Says Plan Patently Unconfirmable
-----------------------------------------------------------
Euro-Caribe Packaging Corp. ("ECPC") objects to approval of the
Disclosure Statement filed by Debtor Organic Power, LLC.
Prior to the commencement of the captioned case, ECPC and the
Debtor executed two coterminous agreements, an Amended and Restated
Power Purchase Agreement ("PPA") and an Operating and Maintenance
Agreement ("OMA"), both signed on August 2, 2016.
ECPC claims that the Plan proposed, as it stands, discriminates
unfairly against ECPC. On the one hand, it states that Debtor will
pay all creditors 100% of their claims and yet it later states that
ECPC's claim is to be objected.
ECPC has both a pre-petition claim, contained in Proof of Claim No.
11-1, and a postpetition claim for administrative expenses filed at
Docket No. 269, neither of which a dividend is proposed for.
ECPC points out that the aggregate amount of allowed claims of
general unsecured creditors is stated to be approximately $765,154.
This amount is incorrect and an evaluation of the included Exhibit
E to the Disclosure Statement reveals that ECPC's claim is
unaccounted for.
ECPC states that the Disclosure Statement at section 4.9 estimates
administrative expenses in the amount of $176,333. This estimated
amount fails to include that reported in the last2 Monthly
Operating Reports on file which show $832,083.73 on trade debt
payables other than those claimed by ECPC and $75,269 on
post-petition taxes due.
ECPC asserts that reliable information on the entity's transactions
with insiders, either existing at the time of filing of this
bankruptcy case or those occurring during the reorganization
process is missing. Without this information, creditors and
parties in interest are unable to entertain any reorganization
proposal by this investors' group.
ECPC further asserts that the Plan proposed is patently
unconfirmable. As the secured creditor has correctly pointed out,
the Plan fails in providing adequate means for implementation as
the Debtor has no viable operation to suffice the significant cash
required for distribution.
A full-text copy of ECPC's objection dated Jan. 26, 2021, is
available at https://bit.ly/3jboTa0 from PacerMonitor.com at no
charge.
Attorney for ECPC:
Wigberto Lugo Mender
USDC-PR 212304
Lugo Mender Group, LLC
100 Carr. 165 Suite 501
Guaynabo, P.R. 00968-8052
Tel.: (787) 707-0404
Fax: (787) 707-0412
About Organic Power
Organic Power LLC -- https://prrenewables.com/ -- is a supplier of
renewable energy and a provider of environmentally sustainable food
waste recycling services based in Puerto Rico. It offers food
processing companies, restaurants, pharmaceuticals, and retail
outlets an alternative to landfill disposal.
Organic Power sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D.P.R. Case No. 19-01789) on April 1, 2019. At the
time of the filing, the Debtor disclosed assets of between $10
million and $50 million and liabilities of the same range.
The Debtor tapped Aimee I. Lopez Pabon, Esq., at Godreau & Gonzalez
LLC, as its bankruptcy counsel, and Carlos Bobonis Gonzalez, Esq.,
at Bobonis, Bobonis & Rodriguez Poventud, as its special counsel.
ORIGIN AGRITECH: Delays Filing of Fiscal 2020 Annual Report
-----------------------------------------------------------
Origin Agritech Limited filed a Form 12b-25 with the Securities and
Exchange Commission notifying the delay in the filing of its Annual
Report on Form 20-F for the year ended Sept. 30, 2020. The Company
said the verification and review of the information required to be
presented in the Form 20-F has required additional time rendering
timely filing of the Form 20-F impracticable without undue hardship
and expense to the Company.
About Origin
Founded in 1997 and headquartered in Zhong-Guan-Cun (ZGC) Life
Science Park in Beijing, Origin Agritech Limited (NASDAQ GS: SEED)
-- http://www.originseed.com.cn-- is an agricultural biotechnology
company, specializing in crop seed breeding and genetic
improvement, seed production, processing, distribution, and related
technical services. Origin operates production centers, processing
centers and breeding stations nationwide with sales centers located
in key crop-planting regions. Product lines are vertically
integrated for corn, rice and canola seeds.
Origin Agritech reported a net loss of RMB65.65 million for the
year ended Sept. 30, 2019, compared to a net loss of RMB152.79
million for the year ended Sept. 30, 2018. As of Sept. 30, 2019,
the Company had RMB261.11 million in total assets, RMB276.58
million in total liabilities, and a total deficit of RMB15.47
million.
B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2020, issued a "going concern" qualification in its report
dated March 2, 2020, citing that the Company incurred recurring
losses from operations, has net current liabilities and an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
PACIFIC LINKS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Pacific Links US Holdings, Inc.
DBA Makaha Valley Country Club
255 Duncan Mill Rd, Unit 408
North York, Ontario M3B 3H9
Canada
Chapter 11 Petition Date: February 1, 2021
Court: United States Bankruptcy Court
District of Hawaii
Case No.: 21-00094
Debtor's Counsel: Chuck C. Choi, Esq.
CHOI & ITO
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Tel: 808-533-1877
Fax: 808-566-6900
E-mail: cchoi@hibklaw.com
Estimated Assets: $50,000 to $100,000
Estimated Liabilities: $50 million to $100 million
The petition was signed by Wei Zhou, director.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KLVLUEA/Pacific_Links_US_Holdings_Inc__hibke-21-00094__0001.0.pdf?mcid=tGE4TAMA
PBS BRAND: Seeks to Hire Morris James as Legal Counsel
------------------------------------------------------
PBS Brand Co., LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Morris
James LLP as their legal counsel.
The firm's services will include:
a. advising the Debtors' powers and duties in the continued
operation of their business and management of their properties;
b. preparing and pursing confirmation of a Chapter 11 plan and
approval of disclosure statement;
c. preparing legal papers;
d. appearing in court; and
e. other legal services necessary to administer the Debtor's
Chapter 11 case.
The firm will be paid at these rates:
Jeffrey R. Waxman Partner $630 per hour
Eric J. Monzo Partner $595 per hour
Brya M. Keilson Counsel $545 per hour
Sarah M. Ennis Associate $395 per hour
Stephanie Lisko Paralegal $260 per hour
Douglas Depta Paralegal $235 per hour
The firm received a retainer in the amount of $150,000.
Eric Monzo, Esq., a partner at Morris James, 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:
Eric J. Monzo, Esq.
Morris James LLP
500 Delaware Avenue, Suite 1500
Wilmington, DE 19801
Telephone: (302) 888-6800
Facsimile: (302) 571-1750
Email: emonzo@morrisjames.com
About PBS Brand Co.
Denver-based PBS Brand Co. LLC and its affiliates own and operate
"Punch Bowl" restaurants and bars across the United States.
PBS Brand Co. and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 20-13157) on Dec. 21, 2020. Stacy
Johnson Galligan, authorized representative, signed the petitions.
At the time of the filing, PBS Brand disclosed assets of between
$10 million and $50 million and liabilities of the same range.
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.
PHIO PHARMACEUTICALS: Intracoastal, 2 Others Report 7.2% Stake
--------------------------------------------------------------
Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC
445,383 disclosed in an amended Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, they
beneficially own 445,383 shares of common stock of PHIO
Pharmaceuticals Corp., which represents 7.2% of the shares
outstanding. A full-text copy of the regulatory filing is
available for free at:
https://www.sec.gov/Archives/edgar/data/1533040/000121390021005111/ea134072-13ga1intra_phio.htm
About Phio
Phio Pharmaceuticals Corp. is a biotechnology company developing
the next generation of immuno-oncology therapeutics based on its
self-delivering RNAi therapeutic platform. The Company's efforts
are focused on silencing tumor-induced suppression of the immune
system through its proprietary INTASYL platform with utility in
immune cells and/or the tumor micro-environment. The Company's
goal is to develop powerful INTASYL therapeutic compounds that can
weaponize immune effector cells to overcome tumor immune escape,
thereby providing patients a powerful new treatment option that
goes beyond current treatment modalities.
Phio reported a net loss of $8.91 million for the year ended Dec.
31, 2019, compared to a net loss of $7.36 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $18.24
million in total assets, $2.78 million in total liabilities, and
$15.45 million in total stockholders' equity.
"If we are unable to achieve or sustain profitability or to secure
additional financing, we may not be able to meet our obligations as
they come due, raising substantial doubts as to our ability to
continue as a going concern. Any such inability to continue as a
going concern may result in our common stockholders losing their
entire investment. There is no guarantee that we will become
profitable or secure additional financing. Our financial
statements do not include any adjustments to, or classification of,
recorded asset amounts and classification of liabilities that might
be necessary if we were unable to continue as a going concern.
Changes in our operating plans, our existing and anticipated
working capital needs, the acceleration or modification of our
expansion plans, increased expenses, potential acquisitions or
other events will all affect our ability to continue as a going
concern," the Company stated in its 2019 Annual Report.
PLAYPOWER INC: Moody's Completes Review, Retains B3 CFR
-------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of PlayPower, 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
PlayPower's B3 CFR 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. Schools and recreational/fitness facilities closures,
combined with Moody's 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 PlayPower's 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.
PlayPower's adequate liquidity provides limited 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.
PLUS THERAPEUTICS: Intracoastal, 2 Other Investors Hold 5.9% Stake
------------------------------------------------------------------
Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2020, they beneficially own
300,000 shares of common stock of Plus Therapeutics, Inc., which
represents 5.9 percent of the shares outstanding. A full-text copy
of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1095981/000121390021005149/ea134090-13ga2intra_plus.htm
About Plus Therapeutics
Headquartered in Austin, Texas, Plus Therapeutics, Inc. --
http://www.plustherapeutics.com-- is a clinical-stage
pharmaceutical company focused on the discovery, development, and
manufacturing scale up of complex and innovative treatments for
patients battling cancer and other life-threatening diseases.
Plus Therapeutics reported a net loss of $10.89 million for the
year ended Dec. 31, 2019, compared to a net loss of $12.63 million
for the year ended Dec. 31, 2018. As of Sept. 30, 2020, the
Company had $11.65 million in total assets, $9.03 million in total
liabilities, and $2.62 million in total stockholders' equity.
BDO USA, LLP, in San Diego, California, the Company's auditor since
2016, issued a "going concern" qualification in its report dated
March 30, 2020 citing that the Company has suffered recurring
losses and negative cash flows from operations that raise
substantial doubt about its ability to continue as a going concern.
PULMATRIX INC: Intracoastal, 2 Other Investors Hold 6.4% Stake
--------------------------------------------------------------
Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2020, they beneficially own
2,370,000 shares of common stock of Pulmatrix, Inc., which
represents 6.4% of the shares outstanding.
As of close of business on Dec. 31, 2020, each of the reporting
persons may have been deemed to have beneficial ownership of
2,370,000 shares of Common Stock, which consisted of (i) 1,111,111
shares of Common Stock issuable upon an exercise of a warrant held
by Intracoastal ("Intracoastal Warrant 1"), (ii) 62,000 shares of
Common Stock issuable upon an exercise of a second warrant held by
Intracoastal ("Intracoastal Warrant 2") and (iii) 1,196,889 shares
of Common Stock issuable upon an exercise of a third warrant held
by Intracoastal ("Intracoastal Warrant 3"), and all such shares of
Common Stock in the aggregate represent beneficial ownership of
approximately 6.4% of the Common Stock, based on (1) 34,407,483
shares of Common Stock outstanding as of Nov. 10, 2020 as reported
by the Issuer, plus (2) 1,111,111 shares of Common Stock issuable
upon an exercise of Intracoastal Warrant 1, (3) 62,000 shares of
Common Stock issuable upon an exercise of Intracoastal Warrant 2
and (4) 1,196,889 shares of Common Stock issuable upon an exercise
of Intracoastal Warrant 3.
A full-text copy of the regulatory filing is available for free
at:
https://www.sec.gov/Archives/edgar/data/1574235/000121390021005163/ea134097-13ga2intra_pulmat.htm
About Pulmatrix
Pulmatrix, Inc. -- http://www.pulmatrix.com-- is a clinical stage
biopharmaceutical company developing innovative inhaled therapies
to address serious pulmonary and non-pulmonary disease using its
patented iSPERSE technology. The Company's proprietary product
pipeline is initially focused on advancing treatments for serious
lung diseases, including Pulmazole, an inhaled anti-fungal for
patients with ABPA, and PUR1800, a narrow spectrum kinase inhibitor
in lung cancer. Pulmatrix's product candidates are based on
iSPERSE, its proprietary engineered dry powder delivery platform,
which seeks to improve therapeutic delivery to the lungs by
achieving optimal local drug concentrations and reducing systemic
side effects to improve patient outcomes.
Pulmatrix reported a net loss of $20.59 million for the year ended
Dec. 31, 2019, compared to a net loss of $20.56 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$42.95 million in total assets, $19.45 million in total
liabilities, and $23.50 million in total stockholders' equity.
QUANTUM CORP: 180 Degree Capital Acquires 5.5% Equity Stake
-----------------------------------------------------------
180 Degree Capital Corp. disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Dec. 31, 2020, it
beneficially owns 2,245,954 shares shares of common stock of
Quantum Corporation which represents 5.5 percent of the shares
outstanding.
Percent of class is calculated based on 40,740,212 shares of common
stock, par value $0.01, of Quantum Corporation outstanding as of
Oct. 26, 2020 as reported in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on Oct. 28, 2020. A full-text
copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/709283/000089373921000010/qmco-13gx12x31x20.htm
About Quantum Corp.
Based in San Jose, California, Quantum Corp. (NYSE:QTM) --
http://www.quantum.com-- provides technology and services that
stores and manages video and video-like data delivering the
industry's top streaming performance for video and rich media
applications, along with low cost, high density massive-scale data
protection and archive systems. The Company helps customers
capture, create and share digital data and preserve and protect it
for decades.
Quantum Corporation reported a net loss of $5.21 million for the
year ended March 31, 2020, a net loss of $42.80 million for the
year ended March 31, 2019, and a net loss of $43.35 million for the
year ended March 31, 2018. As of Dec. 31, 2020, the Company had
$185.78 million in total assets, $379.76 million in total
liabilities, and a total stockholders' deficit of $193.97 million.
QUEEN CITY REHABS: Seeks Approval to Hire Real Estate Agent
-----------------------------------------------------------
Queen City Rehabs and Renovations LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
Stephen Cooley, a real estate agent at Stephen Cooley Real Estate
Group.
The firm will provide real estate brokerage services with respect
to the Debtor's real property located at 5516 Hardison Road,
Charlotte, N.C.
The firm's compensation is 5 percent of the gross sales price of
the property.
Mr. Cooley disclosed in a court filing that the firm is a
"disinterested person" within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Stephen Cooley
Stephen Cooley Real Estate Group
1560 Ebenezer Rd.
Rock Hill, SC 29732
Phone: +1 803-985-1240
About Queen City Rehabs and Renovations
Queen City Rehabs and Renovations LLC, a Van Nuys, Calif.-based
company that is engaged in activities related to real estate,
sought Chapter 11 protection (Bankr. C.D. Cal. Case No. 20-12110)
on Nov. 27, 2020. Dayo Beverly, president and managing member,
signed the petition.
At the time of the filing, the Debtor disclosed $1 million to $10
million in both assets and liabilities.
Judge Martin R. Barash oversees the case. RoseAnn Frazee, Esq., at
Frazee Law Group serves as the Debtor's bankruptcy counsel.
REDFISH COMMONS: First Bank Says Plan Unconfirmable
---------------------------------------------------
First Bank and Trust ("FBT") objects to the adequacy of the
Disclosure Statement of debtor Redfish Commons, L.L.C.
First Bank & Trust points out that:
* The Plan contains a provision which proposes to forever bar
FBT from commencing suit against any person or entity that
guaranteed the Debtor's obligations to FBT. The provision enjoins
FBT from instituting any action against any guarantor of the
Debtor's obligations to FBT whether the Debtor/Reorganized Debtor
is current with or in default of those obligations.
* The Plan is not confirmable under 11 U.S.C. Sec. 1129(a)(11)
because the financial realities of this case do not comport with
the Debtor's overly optimistic projections for post-confirmation
operations.
* A plan should also not be confirmed if the reorganized
debtor is provided with unbridled discretion of when or whether to
begin a marketing or sales process for any assets and even whether
to ultimately accept any offer to purchase the business or asset at
issue.
* The Plan proposes a negative amortization on FBTs claim
through August 2021, and an unreasonable payment schedule
thereafter. Such a payment schedule is not fair, reasonable, or
confirmable, and certainly does not leave FBT's claim "unimpaired,"
as stated in the Plan.
* The Debtor indicated it attempted to refinance its
indebtedness to FBT or market and sell the Property to a
third-party during 2019 and 2020 but was unsuccessful in both
endeavors.
* The Debtor has not provided FBT with any information about
the creditworthiness of these potential tenants or how likely they
are to actually occupy space and start paying rent. Additional
detail about leases and rents is critical to assessing feasibility
of any plan.
A full-text copy of First Bank's objection dated Jan. 26, 2021, is
available at https://bit.ly/3pBMdAi from PacerMonitor.com at no
charge.
Counsel for First Bank:
J. Eric Lockridge
Katilyn M. Hollowell
KEAN MILLER LLP
400 Convention Street, Suite 700
P.O. Box 3513 (70821-3513)
Baton Rouge, LA 70802
Telephone: (225) 387-0999
E-mail: Eric.Lockridge@keanmiller.com
Katie.Hollowell@keanmiller.com
About Redfish Commons
Redfish Commons, L.L.C., based in Baton Rouge, LA, filed a Chapter
11 petition (Bankr. M.D. La. Case No. 20-10553) on Aug. 5, 2020. In
the petition signed by Michael D. Kimble, manager, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities. STERNBERG, NACCARI & WHITE, LLC, serves as bankruptcy
counsel to the Debtor.
REFINITIV US: Moody's Withdraws B3 CFR Following Debt Repayment
---------------------------------------------------------------
Moody's Investors Service has withdrawn all ratings of Refinitiv US
Holdings Inc., including the B3 Corporate Family Rating, B3-PD
Probability of Default Rating, B2 ratings on the senior secured
debt instruments and Caa2 ratings on the senior unsecured notes.
The review for upgrade that was initiated on August 1, 2019 has
concluded.
RATINGS RATIONALE
Moody's has withdrawn the ratings because all of Refinitiv's
outstanding debts have been repaid and extinguished following the
company's all-share purchase by London Stock Exchange Group
("LSEG") on January 29, 2021. As part of the transaction, LSEG
issued roughly $13.5 billion of new debt to refinance/repay the
entirety of Refinitiv's debt obligations. While all of the debts
have been formally discharged from Refinitiv's balance sheet, the
euro noteholders will receive the payoff funds from the trustee on
February 1, 2021.
Withdrawals:
Issuer: Refinitiv US Holdings Inc.
Corporate Family Rating, Withdrawn, previously B3, Placed on
Review for Upgrade
Probability of Default Rating, Withdrawn, previously B3-PD, Placed
on Review for Upgrade
$750 Million ($350 Million outstanding) Senior Secured Revolving
Credit Facility due 2023, Withdrawn, previously B2 (LGD3), Placed
on Review for Upgrade
$6,500 Million ($6,370 Million outstanding) Senior Secured Term
Loan B due 2025, Withdrawn, previously B2 (LGD3), Placed on Review
for Upgrade
EUR2,355 Million (EUR2,307.9 Million outstanding at approximately
$2,658.7 Million USD equivalent) Senior Secured Term Loan B due
2025, Withdrawn, previously B2 (LGD3), Placed on Review for
Upgrade
$1,250 Million 6.25% Senior Secured Notes due 2026, Withdrawn,
previously B2 (LGD3), Placed on Review for Upgrade
EUR860 Million (approximately $1,009 Million USD equivalent) 4.50%
Senior Secured Notes due 2026, Withdrawn, previously B2 (LGD3),
Placed on Review for Upgrade
$1,575 Million 8.25% Senior Unsecured Notes due 2026, Withdrawn,
previously Caa2 (LGD6), Placed on Review for Upgrade
EUR365 Million (approximately $428 Million USD equivalent) 6.875%
Senior Unsecured Notes due 2026, Withdrawn, previously Caa2 (LGD6),
Placed on Review for Upgrade
Outlook Actions:
Issuer: Refinitiv US Holdings Inc.
Outlook, Changed To Rating Withdrawn From Rating Under Review
With corporate offices in New York, NY, and London, UK, Refinitiv
US Holdings Inc. is a global provider of financial information,
security pricing, analytics, risk management and compliance support
tools that enable financial market professionals to conduct
research, perform pricing and valuation, execute transactions and
address third-party risk.
REWALK ROBOTICS: Intracoastal, et al. Hold 9.6% of Ordinary Shares
------------------------------------------------------------------
Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2020, they beneficially own
2,537,243 ordinary shares, NIS 0.25 par value per share, of ReWalk
Robotics Ltd., which represents 9.6% of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1607962/000121390021005109/ea134071-13ga1intra_rewalk.htm
About ReWalk Robotics
ReWalk Robotics Ltd. -- http://www.rewalk.com-- develops,
manufactures, and markets wearable robotic exoskeletons for
individuals with lower limb disabilities as a result of spinal cord
injury or stroke. ReWalk's mission is to fundamentally change the
quality of life for individuals with lower limb disability through
the creation and development of market leading robotic
technologies. Founded in 2001, ReWalk has headquarters in the
U.S., Israel and Germany.
ReWalk incurred net losses of $15.55 million in 2019, $21.67
million in 2018, and $24.72 million in 2017. As of Sept. 30, 2020,
the Company had $26.23 million in total assets, $9.44 million in
total liabilities, and $16.79 million in total shareholders'
equity.
Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, in
Haifa, Israel, the Company's auditor since 2014, issued a "going
concern" qualification in its report dated Feb. 20, 2020, citing
that the Company has suffered recurring losses from operations, has
a working capital deficiency, and has stated that substantial doubt
exists about the Company's ability to continue as a going concern.
ROCKET TRANSPORTATION: Seeks to Hire Jaafar Law as Legal Counsel
----------------------------------------------------------------
Rocket Transportation, Inc. seeks authority from the U.S.
Bankruptcy Court for the District of Michigan to employ Jaafar Law
Group PLLC as its legal counsel.
The firm's services include:
a. preparing bankruptcy schedules and statements;
b. preparing the Debtor for duties while in a Chapter 11
bankruptcy;
c. attending initial debtor interview;
d. preparing legal papers;
e. attending the 60-day status conference and all other
hearing appurtenant to Subchapter V of Chapter 11.
f. managing the receipt, review and filing of monthly
operating reports and any other documents, reports or filings;
g. preparing fee applications;
h. attending hearings and meetings;
i. negotiating with creditors regarding critical aspects of
the Chapter 11 proceeding and the confirmation process;
j. consulting with the Debtor regarding the Chapter 11
proceeding and advising the responsible party regarding various
aspects of the matter;
k. consulting with professionals who the estate may need to
hire;
l. preparing a Chapter 11 plan, disclosure statement and
ballots to be distributed to creditors; and
m. filing and representing the Debtor in adversary
proceedings; and
n. other legal services necessary to administer the Debtor's
Chapter 11 case.
Jaafar Law will be paid at these rates:
Attorneys $250 per hour
Paralegals $85 per hour
Jaafar Law received a retainer in the amount of $15,000 from the
Debtor. The firm will be reimbursed for out-of-pocket expenses
incurred.
David Ross Ienna, Esq., a partner at Jaafar Law Group, 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.
Jaafar Law can be reached at:
David Ross Ienna, Esq.
Jaafar Law Group PLLC
1 Parklane Blvd., Ste 729E
Dearborn, MI 48124
Tel: (888) 324-7629
Email: david@fairmaxlaw.com
About Rocket Transportation
Taylor, Mich.-based Rocket Transportation, Inc., is a privately
held company in the general freight trucking industry.
Rocket Transportation filed a Chapter 11 petition (Bankr. E.D.
Mich. Case No. 20-52337) on Dec. 14, 2020. In its petition, the
Debtor disclosed $500,000 to $1 million in assets and $1 million to
$10 million in liabilities. Rocket Transportation President Amar
Al Hadad signed the petition.
Judge Maria L. Oxholm presides over the case. Jaafar Law Group
PLLC serves as the Debtor's bankruptcy counsel.
RUBIE'S COSTUME: March 17 Plan & Disclosure Hearing Set
-------------------------------------------------------
Debtors RCCI Wind Down Company, Inc., FN Wind Down Company, Inc.,
Buy SE Wind Down Company, MW Wind Down Company, LLC, and DC Wind
Down Company LLC filed a Disclosure Statement for the Amended Joint
Plan of Liquidation dated January 26, 2021.
The Bankruptcy Court has scheduled a hearing to consider the
adequacy of the Disclosure Statement and confirmation of the Plan
on March 17, 2021, at 9:30 a.m., pursuant to the combined hearing
notice. Objections to confirmation must be filed with the
Bankruptcy Court by March 5, 2021 at 5:00 p.m.
Like in the prior iteration of the Plan, the Amended Joint Plan
reflects substantial negotiations among the Debtors, Rubie's II,
LLC (the "Buyer") and the Committee, as contemplated by the terms
outlined in the Sale Order and the Purchase Price Dispute
Settlement. The Plan provides for the liquidation of the Debtors
and the distribution to creditors of the Debtors' Cash and the Cash
proceeds that the Debtors received in consideration for the Sale of
substantially all of the Debtors' assets during the Chapter 11
Cases to the Buyer, which was approved by the Bankruptcy Court
pursuant to an Order, dated September 25, 2020, and which closed on
October 2, 2020.
As a result of the Committee Sale Settlement embodied in the Sale
Order and the Purchase Price Dispute Settlement, $4,250,000 has
been funded into the General Unsecured Claim Reserve, which may
only be used for distributions to Allowed General Unsecured Claims
absent express written consent of the Committee or Court order.
There is no guarantee that the full amount of the $4,250,000 will
be available for distributions to general unsecured creditors.
Other Claims senior to General Unsecured Claims may arise and
become Allowed Claims or other necessary costs of administering the
Debtors' estates may arise. In either case, the Debtors may seek
access to the funds in the General Unsecured Claim Reserve to pay
such Allowed Claims or costs.
Class 3 consists of General Unsecured Claims $7,000,0000 to
$11,000,000 estimated allowed amount will recover 34% to 61%. Each
Holder of an Allowed General Unsecured Claim shall receive, in full
and final satisfaction, settlement, and release, and in exchange
for such Allowed General Unsecured Claim, its Pro Rata share of
Cash from the General Unsecured Claims Reserve. For the avoidance
of doubt, any and all Beige Family / Affiliate Waived Claims,
whether arising prior to or after the Petition Date, are deemed
waived and Disallowed as of entry of the Sale Order and will not be
entitled to any distribution under the Plan.
A full-text copy of the Amended Joint Plan of Liquidation dated
Jan. 26, 2021, is available at https://bit.ly/3tg9wln from
PacerMonitor.com at no charge.
Attorneys for the Debtors:
MEYER, SUOZZI, ENGLISH & KLEIN, P.C.
Edward J. LoBello
Jordan D. Weiss
990 Stewart Avenue, Suite 300
Garden City, New York 11530
(516) 741-6565
-and-
TOGUT, SEGAL & SEGAL LLP
Frank A. Oswald
Brian F. Moore
One Penn Plaza, Suite 3335
New York, New York 10119
Tel: (212) 594-5000
About Rubie's Costume Company
Rubie's Costume Company Inc. is a distributor, manufacturer, and
designer of costume and party-related accessories that serve over
2,000 retail accounts. It also maintains licensing partnerships
with top studios like Nickelodeon, Warner Bros, Lucasfilm, Marvel,
and Disney for products inspired by WWE, Ghostbusters, Stranger
Things, DC Comics, JoJo Siwa, Harry Potter, and Star Wars.
Rubie's Costume Company and its affiliates sought Chapter 11
protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30,
2020. Rubie's Costume was estimated to have $100 million to $500
million in assets and $50 million to $100 million in liabilities as
of the filing.
Judge Alan S. Trust oversees the cases.
The Debtors tapped Meyer, Suozzi, English & Klein, P.C. and Togut,
Segal & Segal LLP as bankruptcy counsel; BDO USA, LLP as
restructuring advisor; and SSG Capital Advisors LLC as investment
banker. Kurtzman Carson Consultants is the claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020. The committee is represented by Arent
Fox, LLP.
* * *
On Sept. 24, 2020, Debtors won court approval to sell substantially
all assets as a going concern to Rubie’s II, LLC. Rubie’s
Costume Company, et al., were renamed to RCCI Wind Down Company,
Inc., et al., following the closing of the sale.
Debtors have tapped Meyer, Suozzi, English & Klein, P.C. and Togut,
Segal & Segal LLP as bankruptcy counsel; BDO USA, LLP as
restructuring advisor; and SSG Capital Advisors LLC as investment
banker. Kurtzman Carson Consultants is the claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020. The committee is represented by Arent
Fox, LLP.
RUBIE'S COSTUME: Sale Gives Unsec. Creditors 34% to 61% Recovery
----------------------------------------------------------------
Debtors RCCI Wind Down Company, Inc., FN Wind Down Company, Inc.,
Buy SE Wind Down Company, MW Wind Down Company, LLC, and DC Wind
Down Company LLC filed a Joint Plan of Liquidation and a Disclosure
Statement on Jan. 22, 2021.
The Plan reflects substantial negotiations among the Debtors,
Rubie's II, LLC (the "Buyer") and the Committee, as contemplated by
the terms outlined in the Sale Order and the Purchase Price Dispute
Settlement. The Plan provides for the liquidation of the Debtors
and the distribution to creditors of the Debtors' Cash and the Cash
proceeds that the Debtors received in consideration for the Sale of
substantially all of the Debtors' assets during the Chapter 11
Cases to the Buyer, which was approved by the Bankruptcy Court
pursuant to an Order, dated September 25, 2020, and which closed on
October 2, 2020.
The consummation of the Sale enabled the Debtors to realize the
going concern value of their businesses and avoid a piecemeal
liquidation of their assets, which maximizes the value of the
Debtors' estates for the benefit of the Debtors' creditors and
other stakeholders.
As a result of the Sale, the Committee Sale Settlement embodied in
the Sale Order, and the Purchase Price Dispute Settlement:
* the secured debt of the DIP Lender and the Bank Group was paid
in full by the Buyer;2
* the Debtors' postpetition trade payables were assumed by the
Buyer and are no longer obligations of the Debtors;
* the Debtors retained $7 million in cash on hand as well as
additional cash reserved for payment of certain costs and expenses
accrued prior to closing of the Sale contained in the Debtors' DIP
Financing budget (collectively, the "Cash Reserve");
* the Debtors received an additional $1,450,000 in cash from the
Buyer after the Purchase Price Dispute was settled through
mediation between the Debtors, Buyer, and Committee;
* many of the Debtors' employees were retained by the Buyer;
* $4,250,000 was required to be placed in a dedicated reserve
account (the "General Unsecured Claim Reserve") and the funds held
in escrow for the purpose of funding distributions to general
unsecured creditors. The Sale Order required that the General
Unsecured Claim Reserve may not be accessed for any purpose other
than funding distributions to general unsecured creditors without
the Committee's prior written consent or as required by Court
order.
Pursuant to the Sale, certain Holders of Equity Interests in the
Debtors of the Beige family (the "Beige Shareholders"), received a
minority interest in the Buyer. The Buyer determined that the
continued active involvement and participation of the Beige
Shareholders was critical for going concern purposes in light of
the Beige Shareholders decades long experience with the company.
The Debtors believe that the Beige Shareholders made a substantial
contribution to consummating the Sale, waiving up to $1.5 million
in concessions for post-closing rental obligations, depositing
$75,000 in personal funds against the Buyer's due diligence
expenses, and backstopping Buyer's due diligence and other expenses
if the Bid Protections were not approved by the Court. The Beige
Shareholders affirmatively waived approximately $6 million in
general unsecured claims and another $2 million in administrative
rent claims, which the Debtors maintain will enhance creditor
recoveries.
The settlement among the Debtors, Committee, and Buyer was
memorialized in the Stipulation Resolving Matters Ordered to
Mediation by and Among the Debtors, the Official Committee of
Unsecured Creditors, and Rubies II, LLC (the "Buyer Settlement
Stipulation"). In the Buyer Settlement Stipulation, the Debtors,
Committee, and Buyer agreed that (i) $1,450,000 of the $2 million
Cash Payment Amount be released and paid to the Debtors' estates
and the remaining $550,000 be released to the Buyer and (ii) within
five business days following the Debtors' receipt of such funds,
the Debtors must place $4,250,000 in the General Unsecured Claim
Reserve.
As a result of the Committee Sale Settlement embodied in the Sale
Order and the Purchase Price Dispute Settlement, $4,250,000 has
been funded into the General Unsecured Claim Reserve, which may
only be used for distributions to Allowed General Unsecured Claims
absent express written consent of the Committee or Court order.
There is no guarantee that the full amount of the $4,250,000 will
be available for distributions to general unsecured creditors.
Other Claims senior to General Unsecured Claims may arise and
become Allowed Claims or other necessary costs of administering the
Debtors' estates may arise. In either case, the Debtors may seek
access to the funds in the General Unsecured Claim Reserve to pay
such Allowed Claims or costs.
Class 3 consists of General Unsecured Claims $7,000,0000 to
$11,000,000 estimated allowed amount will recover 34% to 61%. Each
Holder of an Allowed General Unsecured Claim shall receive, in full
and final satisfaction, settlement, and release, and in exchange
for such Allowed General Unsecured Claim, its Pro Rata share of
Cash from the General Unsecured Claims Reserve. For the avoidance
of doubt, any and all Beige Family / Affiliate Waived Claims,
whether arising prior to or after the Petition Date, are deemed
waived and Disallowed as of entry of the Sale Order and will not be
entitled to any distribution under the Plan.
On the Effective Date, all Equity Interests shall be eliminated,
and Holders of Equity Interests shall not receive or retain any
property under the Plan on account of such Equity Interests.
A full-text copy of the Disclosure Statement dated Jan. 22, 2021,
is available at https://bit.ly/3cqW3Bt from PacerMonitor.com at no
charge.
Attorneys for the Debtors:
MEYER, SUOZZI, ENGLISH & KLEIN, P.C.
Edward J. LoBello
Jordan D. Weiss
990 Stewart Avenue, Suite 300
Garden City, New York 11530
Tel: (516) 741-6565
- and -
TOGUT, SEGAL & SEGAL LLP
Frank A. Oswald
Brian F. Moore
One Penn Plaza, Suite 3335
New York, New York 10119
Tel: (212) 594-5000
About Rubie's Costume Company
Rubie's Costume Company Inc. is a distributor, manufacturer and
designer of costume and party-related accessories that serve over
2,000 retail accounts. It also maintains licensing partnerships
with top studios like Nickelodeon, Warner Bros, Lucasfilm, Marvel,
and Disney for products inspired by WWE, Ghostbusters, Stranger
Things, DC Comics, JoJo Siwa, Harry Potter, and Star Wars.
Rubie's Costume Company and its affiliates sought Chapter 11
protection (Bankr. E.D.N.Y. Lead Case No. 20-71970) on April 30,
2020. Rubie's Costume was estimated to have $100 million to $500
million in assets and $50 million to $100 million in liabilities as
of the filing.
Judge Alan S. Trust oversees the cases.
Debtors have tapped Meyer, Suozzi, English & Klein, P.C. and Togut,
Segal & Segal LLP as bankruptcy counsel; BDO USA, LLP as
restructuring advisor; and SSG Capital Advisors LLC as investment
banker. Kurtzman Carson Consultants is the claims agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 18, 2020. The committee is represented by Arent
Fox, LLP.
* * *
On Sept. 24, 2020, Debtors won court approval to sell substantially
all assets as a going concern to Rubie's II, LLC. Rubie's Costume
Company, et al., were renamed to RCCI Wind Down Company, Inc., et
al., following the closing of the sale.
RUBY PIPELINE: S&P Lowers ICR to 'B-' on Refinancing Risk
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating (ICR) on Ruby
Pipeline LLC to 'B-' from 'B+', and lowered its issue-level rating
to 'B' from 'BB-' on the company's senior unsecured notes. At the
same time, S&P placed all of the ratings on CreditWatch with
negative implications. The recovery rating of '2' is unchanged,
indicating its expectation of a substantial (70%-90%; rounded
estimate: 85%) recovery in the event of a default.
S&P said, "The CreditWatch negative placement reflects our view
that we could lower our rating on Ruby further if it fails to
address its senior unsecured notes due April 2022 in the near term.
Given the negative environment for recontracting, we believe that
Ruby's capital structure could become unsustainable without
additional support from its owners. We also believe that Ruby's
liquidity will be constrained because the company's upcoming
maturity is large compared with its cash flow generation."
Ruby's contracts maturing in July 2021 are unlikely to be renewed
due to narrow pricing differentials and the depressed outlook for
production in the Rockies. The market environment is projected to
remain unfavorable to Ruby's renewal process over the near term.
S&P believes that oil and gas producers, which represent most of
Ruby's contracts expiring in July 2021, are unlikely to sign
long-term take-or-pay agreements. This is driven by our expectation
that the spread differential between Opal and Malin hubs will
remain narrow, as it has been historically. In addition, the
fundamentals for gas production in the Rockies are still very
challenged, as producers have prioritized other basins in this
depressed commodity price environment. The upcoming more stringent
regulations are also likely to have some detrimental impact on new
projects.
This is material for Ruby, since the expiring contracts represent
about 65% of its revenues. Besides the difficult market conditions,
the outstanding most-favored-nation clause is an impediment to
signing longer-term contracts, as it could result in PG&E
(BB-/Negative/--) benefiting from much lower new rates if the 2021
contracts were to be renewed for a term that matures before PG&E's
contracts in 2026. However, S&P believes that those new rates,
either under a short- or long-term structure, are unlikely to be
high enough to materially affect Ruby's cash flows.
Ruby's scale and diversity are declining, as PG&E's contracts will
represent most of its cash flows. After July 2021, Ruby will still
benefit from the cash flows associated with the take-or-pay
contracts with PG&E. However, Ruby's cash flows will also depend on
whether PG&E decides to exercise its right of lowering contracted
volumes on Ruby by 75,000 Dekatherms per day (Dth/d) per year
beginning November 2022. PG&E's current contracted capacity is
375,000 Dth/d.
By shipping gas from the Rockies, Ruby provides PG&E with diversity
in terms of gas supply and helps fulfill its requirement, as
mandated by the California Public Utilities Commission, to maintain
some capacity on pipelines that reach natural gas basins outside of
California. However, over the longer term, it is unclear if PG&E
could be exclusively supplied from the competing TC Energy's Gas
Transmission Northwest LLC (GTN) and other pipelines in the
southern part of the state, such as the Kern River Gas Pipeline.
S&P said, "We believe that Ruby's capital structure and liquidity
will materially deteriorate over our outlook horizon unless
management revises its financial policies. Unless management
revises its financial policies, Ruby's credit metrics are likely to
materially deteriorate over the next two years despite the ongoing
cash flows associated with the PG&E contracts. Given the lower
projected EBITDA for Ruby after July 2021, we are expecting a
material deterioration of its credit metrics to above 8.0x in 2022
from about 3.8x for 2021. We would consider that type of leverage
to be an impediment to refinancing the full balance outstanding of
$475 million for the 2022 unsecured notes.
"Under our current base-case scenario, we assume that Pembina
(BBB/Stable/--) continues to receive most of Ruby's free cash flows
as preferred dividend payments. Therefore, absent a change in
financial policy, repayment of a significant portion of the notes
will be challenging
"The CreditWatch negative reflects our view that we could lower our
rating on Ruby if it fails to address its capital structure in the
near term, which would challenge the refinancing of its upcoming
April 2022 senior unsecured notes. Given the negative environment
for recontracting, we believe that Ruby's capital structure could
become unsustainable without additional support from its owners. In
addition, as we near April 2021 and the notes are due within a
one-year horizon, we will likely view Ruby's liquidity as
constrained because its upcoming maturity is large compared with
its projected cash flows."
RUSSO REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Russo Real Estate LLC
835 Station Drive
Suite 101
Arlington, TX 76015
Case No.: 21-40220
Business Description: Russo Real Estate LLC is engaged in
activities related to real estate.
Chapter 11 Petition Date: February 1, 2021
Court: United States Bankruptcy Court
Northern District of Texas
Debtor's Counsel: Lee Stringham, Esq.
HIXSON & STRINGHAM, PLLC
2705 S. Cooper St. Suite 300
Arlington, TX 76015
Tel: 817-261-5000
Email: lee@hixsonstringham.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Robert C. Barton, manager.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/A5F5UNA/Russo_Real_Estate_LLC__txnbke-21-40220__0001.0.pdf?mcid=tGE4TAMA
SCARISBRICK LAND: Granted Use of Cash Collateral Thru March 5
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Virginia,
Roanoke Division, has entered a preliminary order authorizing
Scarisbrick Land Holdings, LLC to use cash collateral on an interim
basis through March 5, 2021.
The Debtor is directed to continue to segregate and account for all
Cash Collateral that comes into its possession, custody or control.
All Cash Collateral will be deposited immediately upon the Debtor's
receipt thereof into the Debtor in Possession Operating Account.
The Debtor will also maintain and provide complete and accurate
records of all post-petition income and will provide/file written
operating reports on a monthly basis with the United States
Bankruptcy Court.
The Debtor is permitted to use cash collateral to pay these
expenses:
(a) The expenses as set out in the cash collateral budget. The
monthly payment to First Bank & Trust Company will be $17,347.76.
(b) Adequate protection payment of $6,000.00 to First Bank &
Trust and to LBC1 on January 25, 2021.
As additional adequate protection for the use of the Cash
Collateral, First Bank & Trust is granted a first position lien and
LBC1 Trust is granted a second lien position in all rents received
from the collateral of these two creditors generated by the Debtor
post-petition.
A further hearing on the Debtor's Cash Collateral Motion will be
held at 10:30 a.m. on March 4 via Zoom or by telephone.
The U.S. Trustee is represented by:
Margret Garber, Esq.
Office of the United States Trustee
210 First Street, S.W., Suite 505
Roanoke, VA 24011
E-mail: Margaret.K.Garber@usdoj.gov
Tel: (540) 857-2806
A copy of the Preliminary Order is available for free at
https://bit.ly/3r8RiAy from PacerMonitor.com.
About Scarisbrick Land Holdings
Scarisbrick Land Holdings, LLC filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va.
Case No. 20-71134) on Dec. 18, 2020. In the petition signed by Jon
Bowerbank, sole member and manager, the Debtor disclosed $5,498,205
in assets and $2,338,323 in liabilities.
Judge Paul M. Black oversees the case.
Scot S. Farthing Attorney at Law, PC represents the Debtor as
counsel.
Paula Beran is the Subchapter V Trustee.
LBC1 Trust, as creditor, is represented by:
Steven L. Higgs, Esq.
STEVEN L. HIGGS, P.C.
9 Franklin Road, S.W.
Roanoke, VA 24011-2403
Tel: (540) 400-7990
Fax: (540) 400-7999
E-mail: higgs@higgslawfirm.com
First Bank & Trust Company, as creditor, is represented by:
David Hutton, Esq.
Hutton & Associates, P.C.
131 East Valley Street
Abingdon, VA 24210
Tel: (276) 628-3133
E-mail: dhutton@abingdon-law.com
SELIM'S DOENER: Seeks to Use Cash Collateral
--------------------------------------------
Selim's Doener Kebap House LP asks the U.S. Bankruptcy Court for
the Northern District of Texas, Dallas Division, to authorize the
use of cash collateral for payroll and general operating expenses.
The Debtor continues to manage and operate its seasoned meat and
restaurant equipment supply business as Debtor-In-Possession
pursuant to sections 1107 and 1108 of the Bankruptcy Code.
Rapid Finance currently asserts a priority lien position on the
Debtor's accounts receivable. The Debtor disputes Rapid Finance's
assertion, saying a search in the Texas Secretary of State shows
Rapid Finance is in a junior position. Priority positions are held
by Bank of America, N.A. and Crown Equipment Corporation.
On January 22, 2021, communication from Corporation Service Company
(CSC)confirmed that a UCC lien was filed by Rapid Finance.
The Debtor says no hearing will be conducted on the motion unless a
written objection or request for hearing is filed with the U.S.
Bankruptcy Clerk by February 22, 2021.
A copy of the motion is available at https://bit.ly/3aIuxwT from
PacerMonitor.com.
About Selim's Doener Kebap House LP
Selim's Doener Kebap House LP filed a voluntary petition for relief
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case
No. Case 20-33015) on December 10, 2020. In the petition signed by
Sevtap Cevirgen, vice president, the Debtor estimated between
$100,001 to $500,000 in both assets and liabilities.
Robert C. Lane, Esq., at Lane Law Firm PLLC represents the Debtor
as counsel.
No creditors' committee has been appointed in this case by the
United States Trustee.
SERENDIPITY LABS: Has Until April 30 to File Chapter 11 Plan
------------------------------------------------------------
Judge Sage M. Sigler of the U.S. Bankruptcy Court for the Northern
District of Georgia, Atlanta Division, extended Serendipity Labs,
Inc.'s exclusive period for filing a chapter 11 plan through April
30, 2021.
The Debtor's exclusive period for soliciting acceptances to the
plan was also extended to June 29, 2021.
Any party who wishes to file an objection to the Court's Order may
do so, on or before February 22, 2021. Objections are to be filed
in writing with the Clerk of the United States Bankruptcy Court,
Room 1340, 75 Ted Turner Drive, SW, Atlanta, GA 30303, and served
upon counsel for the Debtor, Lee B. Hart, Esq., Nelson Mullins
Riley & Scarborough, LLP, 201 17th Street, Suite 1700, Atlanta, GA
30363.
Serendipity Labs, Inc. is represented by:
Lee B. Hart, Esq.
Joshua H. Stein, Esq.
NELSON MULLINS RILEY & SCARBOROUGH LLP
201 17th Street, NW, Suite 1700
Atlanta, GA 30363
Telephone: 404-322-6000
Email: lee.hart@nelsonmullins.com
josh.stein@nelsonmullins.com
About Serendipity Labs
Serendipity Labs, Inc. is a workplace-as-a-service company that
offers co-working, shared offices and team suites. It has over 35
locations in urban, suburban and secondary markets across the
United States.
Serendipity Labs filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Case No.
20-68124) on July 15, 2020. John Arenas, chairman and chief
executive officer, signed the petition. At the time of the filing,
the Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.
Judge Sage M. Sigler oversees the case. Nelson Mullins Riley &
Scarborough, LLP is the Debtor's legal counsel.
SEZIKEYE FINANCIAL: Seeks to Hire Robert M. Stahl as Legal Counsel
------------------------------------------------------------------
Sezikeye Financial Investment, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to employ the Law
Offices Robert M. Stahl, LLC as its legal counsel.
The firm's services include:
a. advising the Debtor of its rights, powers and duties under
the Bankruptcy Code;
b. advising the Debtor concerning, and assisting in the
negotiation and documentation of, financing agreements, debt
restructurings, cash collateral arrangements and related
transactions;
c. representing the Debtor in defense of any proceedings
instituted to reclaim property or to obtain relief from the
automatic stay under Section 362(a) of the Bankruptcy Code;
d. representing the Debtor in any proceedings instituted with
respect to the use of cash collateral;
e. reviewing the nature and validity of liens asserted against
the property of the Debtor and advising the Debtor concerning the
enforceability of such liens;
f. advising the Debtor concerning the actions that it might
take to collect and to recover property for the benefit of the
Debtor's estate;
g. preparing legal documents and reviewing financial reports
to be filed in its Chapter 11 case;
h. advising the Debtor concerning, and preparing response to,
applications, motions, pleadings, notices and other papers that may
be filed and served;
i. advising the Debtor in connection with the formulation,
negotiation and promulgation of a plan of reorganization or
liquidation and related documents; and
j. other legal services.
The firm received an initial retainer in the amount of $7,500.
The firm will be paid at these rates:
Robert M. Stahl $390 per hour
Christina L. Thomas $300 per hour
Paralegals $160 per hour
Robert Stahl, Esq., founding partner, 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.
Robert M. Stahl can be reached at:
Robert M. Stahl, Esq.
Law Offices Robert M. Stahl, LLC
1142 York Road
Lutherville, MD 21093
Tel: (410) 825-4800
Fax: (410) 825-4880
Email: stahllaw@comcast.net
About Sezikeye Financial Investment
Sezikeye Financial Investment sought protection for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 20-20529)
on Dec. 2, 2020, disclosing $500,001 to $1 million in both assets
and liabilities. The Law Offices Robert M. Stahl, LLC is the
Debtor's legal counsel.
SHAPPHIRE RESOURCES: March 17 Plan Confirmation Hearing Set
-----------------------------------------------------------
On Jan. 20, 2021, the U.S. Bankruptcy Court for the Central
District of California, Los Angeles Division, conducted a hearing
to consider adequacy of the Second Amended Disclosure Statement
describing its Second Amended Chapter 11 Plan filed on behalf of
debtor Shapphire Resources, LLC.
On Jan. 22, 2021, Judge Robert Kwan approved the Disclosure
Statement and ordered that:
* Feb. 24, 2021, at 5:00 p.m. is the deadline for the
submission of Ballots.
* Feb. 24, 2021, is fixed as the last day to file written
objections to confirmation of the Plan.
* March 5, 2021, is the deadline for Shapphire Resources to
file and serve its reply briefs to objections to confirmation of
the Plan, if any, a ballot summary, a plan confirmation brief, and
supporting declarations.
* March 17, 2021, at 11:30 a.m. in courtroom 1675 of the
United States Bankruptcy Court for the Central District of
California [Los Angeles Division], located at 255 East Temple
Street, Los Angeles, California 90012 is the plan confirmation
hearing and the continued chapter 11 Status Conference.
A full-text copy of the Order dated Jan. 22, 2021, is available at
https://bit.ly/3r4uRw8 from PacerMonitor.com at no charge.
General Insolvency Counsel for the Debtor:
Raymond H. Aver
Law Offices of Raymond H. Aver
A Professional Corporation
10801 National Boulevard, Suite 100
Los Angeles, California 90064
Telephone: (310) 571-3511
E-mail: ray@aver.com
About Shapphire Resources
Shapphire Resources, LLC's principal assets are located at 2770
Cold Plains Drive Hacienda Heights, CA 91745.
Shapphire Resources previously filed for bankruptcy protection
(Bankr. C.D. Cal. Case No. 10-57493) on Nov. 4, 2010.
Shapphire Resources filed a Chapter 11 bankruptcy petition (Bankr.
C.D. Cal. Case No. 17-15033) on April 24, 2017. In the petition
signed by Susan Tubianosa, manager, the Debtor was estimated to
have $1 million to $10 million in both assets and liabilities. The
Hon. Neil W. Bason oversees the case. The Law Offices of Raymond
H. Aver, a professional corporation, represents the Debtor.
SHRUNGI LLC: Case Summary & 5 Unsecured Creditors
-------------------------------------------------
Debtor: Shrungi LLC
1333 W. McDermott Dr., Suite 150
Allen, TX 75103
Chapter 11 Petition Date: February 1, 2021
Court: United States Bankruptcy Court
Eastern District of Texas
Case No.: 21-40166
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 Nikunj Patel, partner.
A copy of the Debtor's list of five unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/MAITLOQ/Shrungi_LLC__txebke-21-40166__0002.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/MHDK6LY/Shrungi_LLC__txebke-21-40166__0001.0.pdf?mcid=tGE4TAMA
SITO MOBILE: Exclusive Plan Filing Period Extended to Feb. 16
-------------------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey extended the period within which SITO Mobile
Solutions, Inc., SITO Mobile, Ltd., and SITO Mobile R&D IP, LLC
have the exclusive right to file a plan of reorganization to
February 16, 2021.
The Debtors' exclusive period for obtaining acceptances to the plan
is also extended until 90 days thereafter.
About SITO Mobile
SITO -- https://www.sitomobile.com -- is a developer of customized,
data-driven solutions for brands spanning strategic insights and
media. The platform reveals a deeper and more meaningful
understanding of customer interests, actions and experiences
providing increased clarity for clients when it comes to navigating
business decisions.
Jersey City, N.J.-based Sito Mobile Ltd., and its affiliates SITO
Mobile Solutions, Inc., and SITO Mobile R&D IP, LLC, filed Chapter
11 petitions (Bankr. D.N.J. Case Nos. 20-21435, 20-21436 and
20-21437) on October 8, 2020. The petitions were signed by CEO
Thomas Candelaria.
Sito Mobile Ltd.s declared total assets at $0 and total liabilities
at $21,027,306. SITO Mobile Solutions declared total assets at
$592,565 and total liabilities at $21,019,306. SITO Mobile R&D
declared total assets at $2,674,944 and total liabilities at
$19,727,206.
The Debtors hired Daniel M. Stolz, Esq., at Wasserman, Jurista &
Stolz, P.C. as counsel. In January 2021, Wasserman, Jurista &
Stolz was merged into Genova Burns in anticipation of a surge of
midsized clients facing bankruptcies and restructurings. The
Debtors are now represented by:
Daniel M. Stolz, Esq.
Donald W. Clarke, Esq.
GENOVA BURNS, LLC
110 Allen Road, Suite 304
Basking Ridge, NJ 07920
Telephone: 973-533-0777
Email: dstolz@genovaburns.com
dclarke@genovaburns.com
The Official Committee of General Unsecured Creditors is
represented by:
Amir Gamliel, Esq.
PERKINS COIE LLP
888 Century Park East, Suite 1700
Los Angeles, CA 90067-1721
Telephone: 310-788-3276
Email: AGamliel@perkinscoie.com
SOUTHLAND ROYALTY: Halliburton Did Not Obtain Lien on Production
----------------------------------------------------------------
Judge Karen B. Owens of the United States Bankruptcy Court for the
District of Delaware granted the motion for partial summary
judgment filed by plaintiff-debtor Southland Royalty Company LLC in
the case captioned In re: SOUTHLAND ROYALTY COMPANY, LLC, Chapter
11, Debtor. SOUTHLAND ROYALTY COMPANY LLC, Plaintiff, v.
HALLIBURTON ENERGY SERVICES, INC., Defendant, Case No. 20-10158
(KBO), Adv. Proc. No. 20-50741 (KBO).
Judge Owens also found in favor of Southland in holding that
Halliburton did not obtain a lien on Southland's production of oil,
natural gas, and natural gas liquids, and the proceeds thereof.
Southland is an upstream energy company focused on the acquisition,
development, and exploitation of oil, natural gas, and natural gas
liquid reserves in North America. It owns leasehold and mineral
interests in the Wamsutter field of the Greater Green River Basin
in southwestern Wyoming. Halliburton is one of the world's largest
oil field service providers. The services Halliburton provided to
Southland included the opening of newly constructed wells located
in Wyoming described as the Chain Lakes Well I5 21-1H and the Chain
Lakes Well I5 21-5H so that oil could begin flowing. Haliburton
began and completed its work on the wells on August 6, 2019 and
August 16, 2019, respectively.
On February 11, 2020, shortly after Southland filed a voluntary
petition for relief under Title 11 of Chapter 11 of the U.S.
Bankruptcy Code, Halliburton asserted several mechanic's and
materialmen's liens under Wyoming law against certain of
Southland's assets for outstanding amounts totaling approximately
$11.4 million. This included a lien for $1,458,554.42 that
Halliburton caused to be recorded in Sweetwater County, Wyoming at
Record No. 1672411, Book 1230, Page 3828, (the "M&M Lien")
encumbering the wells and an acreage tract described as Section 21,
Township 23 North, Range 93 West.
The following day, Haliburton sent a production trapping letter to
Wamsutter LP, a purchaser of Southland's oil and gas, notifying it
that Halliburton holds a lien claim against such property and
proceeds and providing a copy of the M&M Lien. Halliburton also
claimed that it sent Southland notice of its M&M Lien on February
12, 2020. Notably, Halliburton did not obtain relief from the
automatic stay before filing its M&M Lien or delivering its notices
to Wamsutter and Southland.
On April 16, 2020, Halliburton filed with the bankruptcy court its
Notice of Perfection, Continuation or Maintenance of Lien Pursuant
to 11 U.S.C. Section 546(b), providing to Southland notice of its
liens, including the M&M Lien, and allegedly perfecting them
pursuant to 11 U.S.C. Sections 362(b)(3) and 546(b)(1)(A), which
together permit the postpetition continuation, maintenance, or
perfection of an interest in a debtor's property if applicable
state law creates such interest prior to a bankruptcy filing and
the interest's postpetition perfection relates back to the date of
its creation.
Prior to it's bankruptcy, on March 31, 2015, Southland entered into
a credit agreement as borrower with various lender parties and
Citibank, N.A, as the administrative agent. The obligations under
the credit agreement were secured by liens (the "RBL Liens") on,
among other things, the assets purportedly subject to Halliburton's
liens, including the M&M Lien. The RBL Liens were documented in,
among other things, a security agreement, a financing statement
filed with the Delaware Secretary of State on March 31, 2015 and a
mortgage and UCC-1 financing statement filed in Sweetwater County,
Wyoming on July 5, 2016.
Southland commenced an adversary proceeding by filing a Complaint
for Declaratory Relief on July 17, 2020. It sought, among other
things, declaratory judgments regarding the extent of Halliburton's
liens and the priority thereof relative to the RBL Liens. After
Halliburton filed its answer, Southland filed the Motion to obtain
an order declaring that, under Wyoming law, the M&M Lien on any of
Southland's real or personal property is junior to the RBL Liens
and that the M&M Lien does not extend to production.
Southland argued that the M&M Lien does not extend to production
because Halliburton did not comply with the statutory requirements
of Chapter 3 of the Revised Wyoming Statutory Lien Act to obtain
such a lien prepetition. Southland asserted that Halliburton was
required to provide it, as holder of the mineral interest, as well
as Wamsutter with proper notice before such a lien could arise, and
that Halliburton failed to do so. Moreover, Southland argued that
any of Halliburton's postpetition attempts to encumber production
fail because they are void as a matter of law as violations of the
automatic stay. Finally, Southland asserted that, even if
Halliburton obtained a lien on production, such lien is junior to
the RBL Liens because of the prior 2015 and 2016 filed or recorded
RBL UCC-1, Financing Statement, and Mortgage.
Halliburton argued that it possessed a valid lien on production
because it was required to provide notice of its lien only to
Wamsutter. Moreover, it asserted that the postpetition production
trapping letter allegedly providing such notice did not violate the
automatic stay because the M&M Lien on production relates back to
the commencement date under the Wyoming Lien Act, thus allowing it
to take advantage of the Relation Back Exception. Additionally,
Halliburton argued that its properly perfected M&M Lien on
production is senior to the RBL Liens, contending, among other
things, that the lien was perfected on the commencement date and
that under Wyoming's Uniform Commercial Code, the RBL Liens could
not have been perfected until Southland's oil was later extracted
from the ground. With respect to all other relevant assets related
to the Wells, Halliburton did not contest that its M&M Lien is
junior.
Judge Owens found Halliburton's positions unpersuasive.
"Although Halliburton may have been entitled to assert a lien on
Production under Wyoming law, the Production is not encumbered
until notice is provided to Southland and Wamsutter. Here, any
notice Halliburton provided was not delivered until after the
Petition Date and the imposition of the automatic stay. Because a
lien on Production does not relate back to a time prior to the
Petition Date, Halliburton's postpetition actions do not fall
within the scope and safeguards of the Relation Back Exception.
Rather, these actions violate the automatic stay imposed by 11
U.S.C. Section 362(a)(3)-(6) because they would give rise to
postpetition liens and cause the interception of debtor receivables
from Wamsutter. Indeed, it is undisputed that once a purchaser
receives notice of a lien, the Wyoming Lien Act requires it to
withhold payment on minerals encumbered 'to the extent of the lien
amount claimed' until the lien is resolved. Accordingly, any
postpetition attempts of Halliburton to obtain a lien on Production
are void ab initio," said Judge Owens.
A full-text copy of Judge Owens' memorandum opinion dated January
22, 2021 is available at https://tinyurl.com/y5czcfbr from
Leagle.com.
About Southland Royalty
Southland Royalty Company LLC -- http://www.southlandroyaltyco.com/
-- is a privately held independent exploration and production
company engaged in the acquisition and development of hydrocarbons.
Headquartered in Fort Worth, Southland Royalty Company conducts its
business across four states, with the majority of operations in
Wyoming and New Mexico. Southland Royalty Company was formed
principally to produce and extract hydrocarbons in the Wamsutter
field of the Green River Basin and in the San Juan Basin.
Southland Royalty Company sought Chapter 11 protection (Bankr. D.
Del. Case No. 20-10158) on Jan. 27, 2020. In the petition signed
by CRO Frank A. Pometti, the Debtor was estimated to have $100
million to $500 million in assets and $500 million to $1 billion in
liabilities.
The Debtor tapped Shearman & Sterling LLP as bankruptcy counsel;
Young Conaway Stargatt & Taylor, LLP as Delaware counsel; AP
Services, LLC as interim management services provider; PJT Partners
Inc. as investment banker; and Epiq Corporate Restructuring, LLC as
claims and noticing agent.
SP PF BUYER: Moody's Completes Review, Retains Caa1 Rating
----------------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of SP PF Buyer 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.
SP PF Buyer LLC's (Pure Fishing) Caa1 credit profile broadly
reflects its relatively moderate scale and its high financial
leverage. The company's products are concentrated within the mature
and discretionary fishing product category, and a prolonged period
of high unemployment or weak economic conditions will negatively
impact the company's operating results. Pure Fishing has customer
concentration with its top customer accounting for around 20% of
sales. The rating also reflects Pure Fishing's strong market
presence in the fishing products industry, and its portfolio of
long-standing well recognized brands among fishing enthusiasts. The
company has good geographic diversification and benefits from its
product diversification within fishing gear. Moody's expects
fishing products utilization to remain elevated into the first half
of 2021, which will somewhat help offset revenue and earnings
headwinds from tough comps in fiscal 2021 versus the elevated
demand experienced in 2020. The company's adequate liquidity
provides financial flexibility to fund operating seasonality and
anticipated working capital investments over the coming quarters
needed to improve service levels.
The principal methodology used for this review was Consumer
Durables Industry published in April 2017.
STURDIVANT TAYLOR: Has Until March 17 to File Plan & Disclosures
----------------------------------------------------------------
Judge Neil P. Olack of the U.S. Bankruptcy Court for the Southern
District of Mississippi has entered an order within which the
deadline for debtor Sturdivant Taylor, LLC to file a disclosure
statement and proposed plan of reorganization is extended 60 days
from January 15, 2021, to March 17, 2021.
A full-text copy of the order dated Jan. 26, 2021, is available at
https://bit.ly/3oNvfOp from PacerMonitor.com at no charge.
Attorneys for the Debtors:
R. MICHAEL BOLEN, ESQ.
MSB # 3615
HOOD & BOLEN, PLLC
rmb@hoodbolen.com
About Sturdivant Taylor
Sturdivant Taylor, LLC, owns and leases real property located at
243 Yandell Road, Canton, Miss., with a building located thereon
leased to Building Blocks of Madison Crossing Daycare and Learning
Center, Inc. where it operates a daycare.
Sturdivant Taylor and Building Blocks sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Lead Case
No.19-03561) on Oct. 7, 2019. At the time of the filing,
Sturdivant Taylor disclosed assets of less than $50,000 and
liabilities of less than $1 million. The cases have been assigned
to Judge Neil P. Olack. Hood & Bolen, PLLC, is the Debtors' legal
counsel. Ward Whicht and Sunbelt, LLC is the broker.
SUPERIOR ENERGY: Emerges From Chapter 11 Bankruptcy
---------------------------------------------------
Superior Energy Services announced Feb. 2, 2021, it has
successfully completed its financial restructuring and emerged from
Chapter 11, implementing the Plan of Reorganization that was
confirmed by the U.S. Bankruptcy Court for the Southern District of
Texas, Houston Division on January 19, 2021. The Company emerges
with a strengthened capital structure that eliminated more than
$1.30 billion of existing debt.
"Today's milestone represents a tremendous accomplishment for
Superior. The Company has emerged from bankruptcy in less than two
months, free of debt and with a greatly strengthened balance sheet
and financial ability to compete," said David Dunlap, President and
CEO of Superior. "Our hat goes off to the many people who helped
us to get to this point, including employees, customers, lenders,
noteholders and suppliers, and I look forward with great confidence
to the many future opportunities that lie ahead."
Given strong operational performance in recent months, Superior
emerges with total cash at emergence of approximately $242 million.
The Company's liquidity position is further supported by a $120
million asset-backed secured credit facility. Superior intends to
file its first periodic report with the Securities and Exchange
Commission in late March 2021.
About Superior Energy Services
Headquartered in Houston, Texas, Superior Energy Services --
http://www.superiorenergy.com/-- serves the drilling, completion
and production-related needs of oil and gas companies worldwide
through a diversified portfolio of specialized oilfield services
and equipment.
On Dec. 7, 2020, Superior Energy and its affiliates sought Chapter
11 protection (Bankr. S.D. Tex. Lead Case No. 20-35812) to seek
approval of a prepackaged Chapter 11 plan of reorganization.
Westervelt T. Ballard, Jr., signed the petitions.
At the time of the bankruptcy filing, parent Superior Energy
disclosed $884,723 in assets and $1,383,151,024 in liabilities. As
of June 30, 2020, Superior Energy Services had $1.73 billion in
total assets, $222.9 million in total current liabilities, $1.28
billion in long-term debt, $135.7 million in decommissioning
liabilities, $54.09 million in operating lease liabilities, $2.53
million in deferred income taxes, $125.74 million in other
long-term liabilities, and a total stockholders' deficit of $95.13
million.
Judge David R. Jones oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth,
LLP as their legal counsel; Ducera Partners, LLC and Johnson Rice &
Company, LLC as investment banker and financial advisor; Alvarez &
Marsal North America, LLC as restructuring advisor; and Ernst &
Young, LLP as tax advisor. Kurtzman Carson Consultants, LLC is the
notice, claims and balloting agent.
Davis Polk & Wardwell LLP and Porter Hedges LLP serve as legal
counsel for an ad hoc group of noteholders. Evercore LLC is the
noteholders' financial advisor.
FTI Consulting, Inc., serves as financial advisor for the agent for
the Debtors' secured asset-based revolving credit facility, with
Simpson Thacher & Bartlett LLP acting as legal counsel.
SURI REALTY: Seeks to Hire Locke Lord as Legal Counsel
------------------------------------------------------
Suri Realty LLC seeks approval from the U.S. Bankruptcy Court for
the District of Connecticut to hire Locke Lord LLP as its legal
counsel.
The firm will render these services:
a. advise the Debtor with respect to its powers and duties in
the continued management and operation of its business;
b. advise the Debtor with respect to all general bankruptcy
matters;
c. prepare legal papers;
d. represent the Debtor at court hearings and matters
pertaining to its affairs;
e. represent the Debtor in litigated matters that may arise
during this case;
f. advise the Debtor regarding any sale of its assets or
business;
g. attend meetings and negotiate with representatives of the
Debtor's creditors and other parties-in-interest, and respond to
creditor inquiries;
h. take all necessary action to protect and preserve the
Debtor's estate;
i. review applications and motions filed in connection with
the Debtor's Chapter 11 case;
j. negotiate and prepare, if applicable, a plan of
reorganization, disclosure statement and related documents, and
take any necessary action to obtain confirmation of such plan;
k. represent the Debtor in connection with obtaining
post-petition loans and financing, if necessary;
l. review and evaluate the Debtor's executory contracts and
unexpired leases and represent the Debtor in connection with the
rejection, assumption or assignment of such executory contracts and
unexpired leases;
m. review and analyze various claims of the Debtor's creditors
and the treatment of such claims and the preparation, filing or
prosecution of any objections thereto;
n. advise the Debtor on general corporate, securities, real
estate, litigation, environmental, labor, regulatory, tax, health
care, and other legal matters that may arise during the pendency of
its case; and
o. Perform all other necessary legal services.
Adrienne Walker, Esq., a partner at Locke Lord, disclosed in a
court filing that his firm neither holds nor represents any
interest adverse to the Debtor.
The firm can be reached through:
Adrienne K. Walker, Esq.
Locke Lord LLP
601 Poydras Street, Suite 2660
New Orleans, LA 70130
Phone: 504-558-5100
Fax: 504-558-5200
About Suri Realty
Suri Realty LLC's business is limited to the ownership of two
adjoining parcels of real property located at 50 Talbot Lane, South
Windsor, Conn., and 280 Nutmeg Road, South Windsor, Conn.
On Oct. 29, 2020, creditors The Dennis Engineering Group LLC, HJ
Norris LLC, Renaissance Builders Inc. and Elm Electrical, Inc.
filed an involuntary petition for relief under Chapter 7 of the
Bankruptcy Code against Suri Realty (Bankr. D. Con. Case No.
20-21270). The case was converted to one under Chapter 11 on Dec.
17, 2020.
Judge James J. Tancredi oversees the case.
Adrienne K. Walker, Esq., at Locke Lord LLP, is the Debtor's legal
counsel.
TAKATA CORP: US Bankruptcy Trustee Cuts $84Mil. Auto Parts MDL Deal
-------------------------------------------------------------------
Law360 reports that the purchasers of auto passenger safety systems
are seeking approval of an $84 million settlement deal with the
bankruptcy trust set up by the Chapter 11 plan for Takata's U. S.
arm, part of sweeping antitrust litigation centered on the price of
auto parts.
The proposed settlement would put direct purchasers of occupant
safety systems in line to receive the funds from TK Holdings Inc.'s
reorganization plan, court filings show. The direct purchasers,
including Beam's Industries Inc. and Findlay Industries Inc., asked
a Michigan federal court on Monday, Feb. 1, 2021, to approve the
$84 million proposed settlement as a general unsecured, nonpriority
claim.
About TAKATA Corp.
Japan-based Takata Corporation (TYO:7312) --
http://www.takata.com/en/-- develops, manufactures, and sells
safety products for automobiles. The Company offers seatbelts,
airbags, steering wheels, child seats, and trim parts.
Headquartered in Tokyo, Japan, Takata operates 56 plants in 20
countries with approximately 46,000 global employees worldwide. The
Company has subsidiaries located in Japan, the United States,
Brazil, Germany, Thailand, Philippines, Romania, Singapore, Korea,
China, and other countries.
Takata Corp. filed for bankruptcy protection in Tokyo and the U.S.,
amid recall costs and lawsuits over its defective airbags. Takata
and its Japanese subsidiaries commenced proceedings under the Civil
Rehabilitation Act in Japan in the Tokyo District Court on June 25,
2017.
Takata's main U.S. subsidiary TK Holdings Inc. and 11 of its U.S.
and Mexican affiliates each filed voluntary petitions under Chapter
11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No.
17-11375) on June 25, 2017. Together with the bankruptcy filings,
Takata announced it has reached a deal to sell all its global
assets and operations to Key Safety Systems (KSS) for US$1.588
billion.
Nagashima Ohno & Tsunematsu is Takata's counsel in the Japanese
proceedings. Weil, Gotshal & Manges LLP and Richards, Layton &
Finger, P.A., are serving as counsel in the U.S. cases.
PricewaterhouseCoopers is serving as financial advisor, and Lazard
is serving as investment banker to Takata. Ernst & Young LLP is tax
advisor. Prime Clerk is the claims and noticing agent. The Debtors
Meunier Carlin & Curfman LLC, as special intellectual property
counsel.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel, KPMG is serving as financial advisor, Jefferies LLC is
acting as lead financial advisor. UBS Investment Bank also provides
financial advice to KSS.
On June 28, 2017, TK Holdings, as the foreign representative of the
Chapter 11 Debtors, obtained an order of the Ontario Superior Court
of Justice (Commercial List) granting, among other things, a stay
of proceedings against the Chapter 11 Debtors pursuant to Part IV
of the Companies' Creditors Arrangement Act. The Canadian Court
appointed FTI Consulting Canada Inc. as information officer. TK
Holdings, as the foreign representative, is represented by McCarthy
Tetrault LLP.
The U.S. Trustee has appointed an Official Committee of Unsecured
Trade Creditors and a separate Official Committee of Tort
Claimants.
The Official Committee of Unsecured Creditors has selected
Christopher M. Samis, Esq., L. Katherine Good, Esq., and Kevin F.
Shaw, Esq., at Whiteford, Taylor & Preston LLC, in Wilmington,
Delaware; Dennis F. Dunne, Esq., Abhilash M. Raval, Esq., and Tyson
Lomazow, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York;
and Andrew M. Leblanc, Esq., at Milbank, Tweed, Hadley & McCloy
LLP, in Washington, D.C., as its bankruptcy counsel. The Committee
has also tapped Chuo Sogo Law Office PC as Japan counsel.
The Official Committee of Tort Claimants selected Pachulski Stang
Ziehl & Jones LLP as counsel. Gilbert LLP will evaluate the
insurance policies. Sakura Kyodo Law Offices is serving as special
counsel.
Roger Frankel, the legal representative for future personal injury
claimants of TK Holdings Inc., et al., tapped Frankel Wyron LLP and
Ashby & Geddes PA to serve as co-counsel.
Takata Corporation ("TKJP") and affiliates Takata Kyushu
Corporation and Takata Services Corporation commenced Chapter 15
cases (Bankr. D. Del. Case Nos. 17-11713 to 17-11715) on Aug. 9,
2017, to seek U.S. recognition of the civil rehabilitation
proceedings in Japan. The Hon. Brendan Linehan Shannon oversees
the Chapter 15 cases. Young, Conaway, Stargatt & Taylor, LLP,
serves as Takata's counsel in the Chapter 15 cases.
* * *
In February 2018, the U.S. Bankruptcy Court confirmed the Fifth
Amended Chapter 11 Plan of Reorganization filed by TK Holdings,
Inc. ("TKH"), Takata's main U.S. subsidiary, and certain of TKH's
subsidiaries and affiliates.
TD HOLDINGS: Intracoastal, 2 Others Hold Less Than 1% Equity Stake
------------------------------------------------------------------
Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC
disclosed in an amended Schedule 13G filed with the Securities and
Exchange Commission that as of Dec. 31, 2020, they beneficially own
510,000 shares of common stock of TD Holdings, Inc., which
represents 0.6% of the shares outstanding. A full-text copy of the
regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/1556266/000121390021005143/ea134087-13ga2intra_tdhold.htm
About TD Holdings
Headquartered in Beijing, People's Republic of China, TD Holdings,
Inc., (formerly known as Bat Group, Inc.) operates a luxurious car
leasing business as well as a commodities trading business
operating in China.
For the year ended Dec. 31, 2019, the Company incurred net loss
from continuing operations of approximately $6.94 million, and
reported cash outflows of approximately $2.17 million from
operating activities. The Company said these factors caused
concern as to its liquidity as of Dec. 31, 2019.
TIMOTHY PLACE: Court Approves Modified Disclosure Statement
-----------------------------------------------------------
Debtor Timothy Place, NFP, d/b/a Park Place of Elmhurst, joined in
by Christian Healthcare Foundation, NFP, filed with the U.S.
Bankruptcy Court for the Northern District of Illinois, Eastern
Division, a motion for approval of the Modified Joint Disclosure
Statement. On Jan. 26, 2021, Judge Jacqueline Cox granted the
motion and ordered that:
* The Disclosure Statement, as modified, meets all of the
requirements of Section 1125 of the Bankruptcy Code and is hereby
approved as containing adequate information within the meaning of
Section 1125(a) of the Bankruptcy Code.
* The notice of the hearing on the Motion given to parties in
interest was reasonable and sufficient under the circumstances.
As reported in the Troubled Company Reporter, Timothy Place, NFP,
et al., filed a Modified Disclosure Statement explaining terms of
its Plan of Reorganization on Jan. 25, 2021. The restructuring of
the 2016A and 2016B Bonds and the redemption of the 2016C Bonds
under the Plan is the product of spirited negotiation between the
Debtors, Rest Haven Illiana Christian Convalescent Home d/b/a
Providence Life Service ("the Sponsor"), UMB Bank, N.A., ("the 2016
Bond Trustee") and the holders of more than 84% of the 2016A Bonds,
more than 83% of the 2016B Bonds and more than 62% of the 2016C
Bonds, to reach a fair and a long term solution to the Debtors'
financial circumstances. In addition to the 2016C Bond Redemption
Payment, the Sponsor will provide liquidity support (essentially, a
$3 million, non-interest-bearing line of credit) to Park Place to
support the Debtors' operations once it emerges from Chapter 11.
Under the Plan, holders of general unsecured claims in Class 5 will
receive payment in cash of 3 percent of the unpaid portion of such
allowed general unsecured claims.
A full-text copy of the Amended Disclosure Statement dated Jan. 25,
2021, is available at https://bit.ly/3iUGgvJ from PacerMonitor.com
at no charge.
A full-text copy of the order dated Jan. 26, 2021, is available at
https://bit.ly/2NZx3Hd from PacerMonitor.com at no charge.
Counsel for the Debtors:
Bruce Dopke
Dopkelaw LLC
1535 W. Schaumburg Road, Suite 204
Schaumburg, IL 60194
Tel: 847-524-4811
E-mail: bd@dopkelaw.com
About Park Place of Elmhurst
Timothy Place, NFP, owns Park Place of Elmhurst, a continuing care
retirement community located in Elmhurst, Ill. The campus is
improved with a building, which includes (i) 181 independent living
apartments, (ii) 46 assisted living apartments, (iii) 20 memory
care apartments, (iv) 37 nursing beds, and (v) related common areas
and parking.
Timothy Place, NFP, first sought Chapter 11 protection (Bankr. N.D.
Ill. Case No. 16-bk-01336) on Jan. 17, 2016.
Timothy Place, NFP, along with affiliate Christian Healthcare
Foundation NFP, again sought Chapter 11 protection (Bankr. N.D.
Ill. Lead Case No. 20-21554) on Dec. 15, 2020. The Debtors
disclosed total assets of $113,592,694 and total liabilities of
$141,267,675 as of the filing.
The Hon. Benjamin A. Goldgar is the case judge.
Dopkelaw LLC, led by Bruce C. Dopke, is serving as the Debtors'
counsel. Globic Advisors, Inc. is the claims agent.
TRANSPINE INC: US Trustee Opposes Plan & Disclosures
----------------------------------------------------
The United States Trustee has reviewed the Disclosure Statement and
the Chapter 11 Plan filed by Debtor Transpine, Inc. and raises the
following objections to approval of the Disclosure Statement,
asserting that:
* The Disclosure Statement fails to provide any information
about the prior and current rental income and the terms of the
lease. Additional information about the rental income, including
the written lease agreement(s), needs to be included in the
Disclosure Statement so the creditors can make an informed decision
about the treatment of their claims under the Plan.
* Although the Disclosure Statement attaches Mr. Tepper's
declaration, that declaration fails to discuss Mr. Tepper's ability
and willingness to contribute these funds. Mr. Tepper's declaration
should be amended to include this information.
* The Disclosure Statement needs to be amended to explain what
will happen if the results of the Overland Direct litigation prove
to be unfavorable to the Debtor. If the Debtor is unsuccessful in
the Overland Direct litigation and does not have an alternative
plan, then approval of the Disclosure Statement would be immature
as there may be no means for the Debtor to perform under the
proposed Plan.
A full-text copy of the U.S. Trustee's objection dated Jan. 26,
2021, is available at https://bit.ly/3tka3mf from PacerMonitor.com
at no charge.
About Transpine Inc.
Transpine, Inc., based in Tarzana, CA, is a corporation whose
primary asset is its 100% ownership of the real property located at
4256 Tarzana Estates Drive, Tarzana, CA 91356.
Transpine filed a Chapter 11 petition (Bankr. C.D. Cal. Case No.
20-11286) on July 22, 2020. In the petition signed by CEO Nisan
Tepper, the Debtor was estimated to have $1 million to $10 million
in both assets and liabilities. The Honorable Victoria S. Kaufman
presides over the case. LESLIE COHEN LAW PC serves as bankruptcy
counsel to the Debtor.
TURNING POINT: S&P Alters Outlook to Stable, Affirms 'B+' ICR
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
U.S.–based Turning Point Brands Inc. (TPB) and revised its
outlook to stable from negative.
S&P said, "At the same time, we are assigning our 'BB' issue-level
and '1' recovery rating to the proposed $250 million senior secured
notes due 2026. The '1' recovery rating indicates our expectation
for very high (90%-100%, rounded estimate 95%) recovery in the
event of a default. This rating action assumes that the deal closes
substantially on the terms presented to us.
"We will withdraw our ratings on TPB's existing first-lien debt
when the transaction closes.
"The stable outlook reflects our expectation that over the next
year the company will continue to grow its top line and EBITDA, and
improve adjusted leverage to the mid-4x area by the end of 2021
from the mid-5x area pro forma for the transaction.
"The outlook revision reflects the better than expected operating
performance and our expectation for deleveraging to the mid-4x area
by the end of 2021. We estimate pro forma leverage will increase to
the mid-5x area from about 4x we forecast at the end of 2020,
including the Premarket Tobacco Product Application (PMTA) cost.
Nevertheless, we expect the company will reduce adjusted leverage
to the mid-4x area over the next 12 months through a combination of
growth in the core tobacco businesses, profit contribution from
acquisitions, cost initiatives and lapping the one-time PMTA cost.
"We expect TPB's core tobacco businesses to continue to deliver
good growth, despite negative category trends. TPB's smokeless
segment continues to grow thanks to the expansion of the Stoker's
moist snuff brand. Consumer trade-down trends across the smokeless
category have benefitted Stoker's. We expect the smokeless segment
to continue to grow, driven by moist snuff tobacco organic sales
growth and further distribution gains. The smoking segment is also
growing, supported by solid growth of Zig-Zag rolling paper
products, which benefitted from increased cannabis consumption. We
believe the smoking segment will struggle to sustain growth because
of the secular declines in the tobacco industry. However, the
company could continue to benefit from growing acceptance and
potential increase in legalization of cannabis, and expanding
penetration in e-commerce.
"We still expect volatility in the NewGen segment, at least in the
short term, from increased regulation related to the PMTA process
and vaping. The NewGen segment experienced significant disruption
in the marketplace caused by competitors liquidating inventory and
exiting the market around the PMTA deadline. The company submitted
applications covering 250 products to the U.S. Food & Drug
Administration (FDA) in September 2020, and spent around $15
million on the PMTA process. We do not expect any significant
PMTA-related expenses in 2021 unless the company plans to bring new
products to market. We still expect disruption at least in the
short term from increased regulation related to the PMTA process
and vaping. We believe the FDA PMTA process will consolidate the
open tank vape market, with TPB benefiting; TPB's priorities in
this segment include focusing on margin expansion from increasing
the mix of its proprietary products, which have higher margins, and
growth from innovation and new channel expansion.
"We expect the company to earmark the remaining net cash proceeds
from the senior secured notes issuance for acquisitions and other
investments. The company will use a portion of the net cash
proceeds from the senior secured notes issuance to repay its
existing term loan, and use the remaining balance to increase cash
and equivalents to over $150 million. The company has a defined
leverage target of 2.5x-3.5x and we expect it to use the remaining
net cash proceeds for acquisitions and investment in organic growth
initiatives. As long as significant incremental debt financing is
not required, we would likely view these transactions as
deleveraging. We do not net TPB's cash against adjusted debt in our
credit ratios because we believe it will use this cash for
acquisitions, and because our business risk assessment is weak. If
the company pursues more shareholder-friendly activities, including
a sizable increase in its dividend or large share repurchases, we
would view this as a significant shift in financial policy.
"The stable outlook reflects our expectation that over the next
year the company will continue to grow its top line and EBITDA and
improve adjusted leverage to the mid-4x area by the end of 2021
from the mid-5x area pro forma for the transaction."
S&P could lower its rating if adjusted leverage remains above 5x.
This could occur if:
-- TPB makes large debt-financed acquisitions or share
repurchases; or
-- Operating performance deteriorates significantly due to
unfavorable regulatory developments, intensifying competition from
larger competitors, or steeper-than-expected drops in its
tobacco-related segments.
Although unlikely in the next 12 months, S&P could raise its rating
if:
-- S&P believes TPB will adopt less aggressive financial policies,
including adjusted leverage sustained below 4x; and
-- S&P believes the evolving regulatory and competitive
environment will remain at least benign to TPB.
VANTAGE POINT: Unsecured Creditors to Recover 2.9% or 5.5% in Plan
------------------------------------------------------------------
Vantage Point Apparel Software, Inc., submitted a Chapter 11 Small
Business Plan and a corresponding Disclosure Statement.
This is a reorganization plan. In other words, the Debtor seeks to
accomplish payments under the Plan by restructuring their financial
affairs and paying the creditors with post-petition earnings
derived from revenue earned by the Debtor. The Effective Date of
the proposed Plan is fifteen days after entry of the order
confirming the plan.
The Debtor has continued in operations since the filing of the
Chapter 11 petition in March 2020. Throughout the 2020 year, the
Debtor's sales began the year with over $50,000 a month in income,
and declined thereafter as a result of the COVID 19 pandemic.
Income continued to decline through June 2020 where it appears to
have bottomed out with a very low monthly income of $15,000. For
December 2020, the last full month available at the time this
Chapter 11 Plan and Disclosure Statement is being prepared, the
Debtor has income of slightly over $62,000.
Class 4 consists of general unsecured claims. Class 4 members will
be paid a dividend of 2.9% of their allowed claims, with quarterly
payments for 60 months following the Effective Date, in the
escalating quarterly amounts. Each class member will be paid on a
pro rata basis together with all other members of Class 4. In
other words, each Class 4 member will be distributed its share of
the whole quarterly distribution in proportion to its share of the
total of Class 4 claims.
In the event that the Plan is confirmed, the Debtor will create a
distribution fund of $25,000 ("Class 4 Incentive Fund") in year 5
of the plan. All Class 4 creditors will then receive an additional
distribution from the Class 4 Incentive Fund on a pro rata basis
derived from the valuation of said creditor's allowed claim.
Distribution of the Class 4 Incentive Fund will be made to
creditors as provided no later than 60 months following the
Effective Date.
These payments will ensure that the general unsecured creditors
will receive no less than 2.9% of the allowed claims. If the Plan
is confirmed as a consent plan, an additional $25,000 will be paid
to the Class 4 creditors, providing them with 5.5% of their allowed
claims.
The funding of the Plan will be accomplished through available cash
on the Effective Date of the Plan and future disposable income
obtained through the Debtor's business activities.
A full-text copy of the Disclosure Statement dated Jan. 25, 2021,
is available at https://bit.ly/3jdrMXZ from PacerMonitor.com at no
charge.
Attorneys for the Debtor:
Michael Jones, CA
M. Jones & Associates, PC
505 North Tustin Ave, Suite 105
Santa Ana, CA 92705
Telephone: (714) 795-2346
Facsimile: (888) 341-5213
E-mail: mike@MJonesOC.com
About Vantage Point Apparel Software
Vantage Point Apparel Software is a software company that creates
software for use in the apparel industry. It has developed a base
software package that is used for wholesale sales and Vantage Point
Apparel Software, Inc., manufacturing of apparel. The only
shareholder and principal is Mr. Lonnie Tee.
Vantage Point Apparel Software, Inc., filed a Chapter 11 bankruptcy
petition (Bankr. C.D. Cal. Case No. 20-10936) on March 16, 2020.
The Debtor tapped M. Jones and Associates, PC, as counsel.
VAUGHN COLLEGE: S&P Affirms 'BB-' Rating on 2016A Revenue Bonds
---------------------------------------------------------------
S&P Global Ratings' revised its outlook to stable from negative and
affirmed its 'BB-' long-term rating on the Dormitory Authority of
the State of New York's series 2016A revenue bonds, issued for
Vaughn College of Aeronautics and Technology (VCAT). The outlook is
stable.
"The stable outlook reflects our view that the financial profile,
including operating performance and available resources are still
in-line for the rating and have not shown significant deterioration
even with COVID-19 pandemic pressures," said S&P Global credit
analyst Stephanie Wang. "Given that the programming is so
specialized toward aviation, we believe future enrollment remains
largely uncertain given the pressures on the airline industry as a
result of the pandemic and the unknown timing of a recovery."
However, we believe that the current rating already accounts for
some of these risks and do not feel that a lower rating would be
imminent in the outlook period. The college does not have any debt
plans.
VERINT SYSTEMS: S&P Affirms 'BB-' Rating on Senior Unsecured Debt
-----------------------------------------------------------------
S&P Global Ratings affirmed all its ratings on Verint Systems Inc.
including its 'BB' issuer credit rating, 'BBB-' rating on its
first-lien debt, and 'BB-' rating on the senior unsecured debt. The
recovery ratings on this debt are unchanged.
The stable outlook reflects S&P's expectation that the company will
demonstrate solid operating performance and strong free cash flow
generation over the next 12 months while sustaining leverage below
3.0x.
Verint Systems Inc. announced it will spin off its cyber
intelligence business under the new company name of Cognyte
(NASDAQ: CGNT).
The remaining business is well-positioned for growth. Following
the spin, the company will be a pure-play customer and workforce
engagement software services and solutions provider. The business
generated about $816.7 million in revenues and $538.3 million of
gross profit in the trailing-12-month period ended October 2020.
Additionally, it is left with approximately $600 million of cash
(excluding remaining $200 million APAX investment to be received
after the spin-off completion).
S&P said, "As we anticipate ongoing work-from-home trends and
digital transformation of business workflows will result in
increased enterprise customers adoption of open architecture
software-as-a-service (SaaS) solutions to improve the customer
journey and experience, and to allow companies to gain better
customer insights and to improve the operating performance of its
customer service workforce. Verint, with its leading market
position within the customer engagement software market, is
well-positioned to capitalize on the growth opportunities, in our
opinion. Post-spin we expect an improvement in operating
performance and earnings visibility with an increasing recurring
revenue base from growing adoption of cloud-based solutions, high
client retention of over 90%, good geographic and end-market
diversification, and high switching costs for its client integrated
and critical high-value solutions.
"The stable outlook reflects our expectation that the company will
demonstrate solid operating performance and strong free cash flow
generation over the next 12 months while sustaining leverage below
3.0x."
S&P would consider lowering its ratings if operating performance
unexpectedly declines, if adjusted debt to EBITDA is sustained
above 3.0x, or if free operating cash flow to debt falls below 15%
area. This could occur in the following scenarios:
-- Operating performance deteriorates as a result of a
greater-than-expected impact from coronavirus pandemic, loss of key
clients, or declining market share due to competitive pressures or
slower-than expected improvement in cloud migration adoption; or
-- Verint adopts a more-aggressive financial policy.
Although unlikely over the next 12 months, S&P could raise the
ratings on Verint if the company increases its scale significantly
(aligning it more comparably with higher-rated peers), EBITDA
margins, and organic revenue growth while sustaining S&P Global
Ratings-adjusted leverage below 2.0x.
VERSCEND HOLDING: S&P Alters Outlook to Positive, Affirms 'B' ICR
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issuer credit rating on
Verscend Holding II Corp. and revised its outlook to positive from
stable. S&P's 'B+' issue-level rating and '2' recovery rating on
the company's first-lien debt and its 'CCC+' issue-level rating and
'6' recovery rating on the unsecured debt at its subsidiary
Verscend Holding Corp. remain unchanged.
S&P is assigning its 'B+' issue-level rating and '2' recovery
rating on the company's $275 million second-lien term loan B due
2025.
The positive outlook reflects Cotiviti's strong track record of
achieving its projected synergies and our expectation that it will
likely successfully integrate HMS's capabilities. Although S&P
expects the company will continue acquiring more business to
further expand its capabilities, it forecasts it will successfully
integrate its acquired businesses such that it continues to report
steady high-single-digit percent annual revenue growth, EBITDA
margin expansion, and discretionary cash flow of about $200 million
starting in 2021.
Verscend Holding II Corp. (doing business as Cotiviti) will
purchase a portion of the technology, analytics, and engagement
solutions business HMS Holding Corp., which was just acquired by
Gainwell, another Veritas-owned company. Specifically, Cotiviti
will acquire HMS' capabilities focused on the commercial, Medicare,
and federal markets for $1.068 billion.
The company's pending and recent acquisitions of capabilities from
HMS and Cotiviti, as well as its very successful integration of
Cotiviti, have improved its business, which somewhat mitigates its
higher post-transaction leverage. The HMS acquisition will deepen
the company's post-payment capabilities, strengthen its payment
integrity (PI) continuum by adding the coordination of benefits
(COB), add member engagement solutions through the population
health suite, and diversify its current customer base. This comes
only two years after it combined Cotiviti's largely automated core
edit capabilities with Verscend's labor-intensive clinical
validation services (and achieved all of its stated synergies from
the merger in 2019), which has significantly improved its EBITDA
margins to about 45% in 2020 from 33% in 2018.
Cotiviti is acquiring HMS' COB and PI capabilities focused on the
Medicare and commercials markets as well as its population health
management business, which--together--represent about $200 million
of revenue with EBITDA margins of about 40%, including nearly $50
million of projected synergies. HMS is organized into three
segments: COB, which ensures the correct payer pays for a health
care claim and coordinates payment when there are multiple payers;
PI, which ensures the correct amount is paid; and population health
management, which provides organizations with reliable intelligence
across member populations to improve outcomes. S&P expects the
acquisition of HMS' COB and PI capabilities will strengthen
Cotiviti's value proposition for its existing customers, cementing
the company's payment accuracy continuum and allowing it cross-sell
its offerings. HMS' population health management capabilities are
focused on member engagement, allowing payers to access patients at
the point of care, steering them to the right treatments, managing
their conditions, and supporting their care with solutions such as
remote patient monitoring and medication adherence.
S&P expects a strong operating performance in fiscal year 2020
despite some volume loss stemming from the COVID-19 pandemic.
Cotiviti lost little volume because of the COVID-19 pandemic in
2020. Like most of the industry, its volumes bottomed out in the
second quarter due to the government's directive to postpone
elective procedures, consumer fears about visiting health care
providers amid the pandemic, and payers' decision to delay
implementations. Since the April/May 2020 trough, the company's
base volumes have improved to near pre-pandemic levels and we
anticipate further improvement in 2021 as its volumes continue to
recover and it resolves its sale and implementation delays.
The company retains significant market share in the fragmented
health care waste market. Health care waste, including the
provision of unnecessary health care, the inefficient delivery of
services, and inaccurate claims and payments, accounts for nearly
$1 trillion of the U.S.' total annual health care spending. This
industry is quite fragmented and the total addressable market for
payment accuracy is about $8 billion. Cotiviti holds a strong
market share in the health care waste business, which S&P views as
a credit positive.
S&P said, "We assess Cotiviti's financial risk as highly leveraged
given its financial sponsor ownership and very high levels of
adjusted debt. Our base-case scenario assumes a high-single-digit
percent increase in the company's revenue due to new contracts, the
resolution of implementation delays, and new cross-selling
opportunities. We expect Cotiviti's margins to increase to the mid-
to high-40% range in 2021 and 2022 due to an expansion in its
operating leverage stemming from its greater scale, a recovery in
its volumes, and its realization of synergies from the HMS
acquisition. We expect the company's leverage to be about 8x in
2021 before improving to the low-7x range in 2022 as its margins
expand. However, we think a significant, permanent reduction in
Cotiviti's debt is unlikely given its financial sponsor ownership.
We project free operating cash flow of generation of over $150
million in 2021, offset by transaction-related fees and costs to
achieve cost savings, improving to over $200 million annually
thereafter.
"The positive outlook reflects Cotiviti's strong track record of
achieving its projected synergies and our expectation that it will
likely successfully integrate HMS's capabilities. Although we
expect the company will continue acquiring more business to further
expand its capabilities, we forecast it will successfully integrate
its acquired businesses such that it continues to report steady
high-single-digit percent annual revenue growth, EBITDA margin
expansion, and discretionary cash flow of about $200 million
starting in 2021.
"We could revise our outlook on Cotiviti to stable if its
integration of HMS is not as successful as we expect, it
experiences customer attrition (possibly the loss of certain large
health care payers), or if its competition increases such that its
EBITDA expands at a slower pace than we currently expect.
"We could raise our rating on Cotiviti to 'B+' if it successfully
integrates HMS and maintains its EBITDA margin in the mid-40%
range. Under this scenario, we would expect its new cross-selling
opportunities and cost-reduction initiatives to support ongoing
revenue growth and margin expansion, given the high level of
synergies between these businesses and its increased operating
leverage stemming from its enhanced scale."
VRAI TABERNACLE: E&Y Assets Objects to Disclosure Statement
-----------------------------------------------------------
Secured creditor E&Y Assets LLC objects to the Disclosure Statement
filed by debtor Vrai Tabernacle de Jesus, Inc.
E&Y Assets, LLC holds a secured claim on real property 1656 S
Congress Ave., West Palm Beach, FL 33406. E&Y is listed under Class
2. The Disclosure Statement states that E&Y will receive
$398,437.30 and that "this amount will be paid in full satisfaction
of the claim".
E&Y claims that the Disclosure Statement contains no liquidation
analysis or income projections and provides scant and potentially
incomplete information about the Debtor's plan to pay creditors.
E&Y points out that the Debtor has not sold any property,
refinanced any debt or compromised any significant claims. The
Debtor seeks confirmation of a plan which proposes a liquidation of
the Debtor's main asset with no enforceable deadlines.
E&Y objects to its treatment, as the listed amount does not include
post judgement interest and fees, nor the post-petition interest
and fees incurred by E&Y. Additionally, this language is
inconsistent with the treatment under the proposed plan which lists
E&Y's treatment as to the extend allowed as a secured claim.
E&Y asserts that the treatment of Class 2 is ambiguous and
conflicting between the Disclosure Statement and the proposed Plan.
The Disclosure Statement fails to disclose an itemization of fees
to be paid to the realtor and other professionals at closing.
E&Y further asserts that the contract for the sale of the Subject
Property anticipates a closing on or begore February 1, 2020.
However, the Disclosure Statement and the Plan do not contain a
firm deadline for the Debtor to do so.
A full-text copy of E&Y's objection dated Jan. 26, 2021, is
available at https://bit.ly/3oEniLf from PacerMonitor.com at no
charge.
Counsel for E&Y Assets:
Rachamin Cohen
Cohen Legal Services, P.A.
101 NE Third Ave., Suite 1500
Fort Lauderdlae, FL 33301
Tel: 305.570.2326
E-mail: rocky@lawcls.com
About Vrai Tabernacle de Jesus
Vrai Tabernacle de Jesus, Inc., is a non-profit religious
organization that conducts services for its members and provides
assistance to the needy in Haiti.
Vrai Tabernacle de Jesus filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-21421) on Oct. 19, 2020. Vrai Tabernacle President Lenese
Naval-Estiverne signed the petition. At the time of filing, the
Debtor was estimated to have $1 million to $10 million in both
assets and liabilities. Judge Mindy A. Mora oversees the case.
Brian K. McMahon, P.A. serves as the Debtor's legal counsel.
WARDMAN HOTEL: Seeks to Hire Eastdil Secured as Real Estate Broker
------------------------------------------------------------------
Wardman Hotel Owner, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Eastdil Secured, LLC as
its real estate broker.
The firm's services will include assisting in marketing
substantially all of the Debtor's assets for sale and in
negotiating the terms and conditions of sale.
The assets to be marketed include the following:
-- the Washington Wardman Park located at 2660 Woodley Rd NW,
Washington, DC;
-- Unit B of the Wardman Tower Condominium; and
-- personal tangible property used on or in the real property
or the Unit B.
The firm will be paid as follows:
a. compensation for arranging the sale of the property is 0.65
percent of the first $128 million of the gross sales price, plus 2
percent of that portion of the gross sales price that exceeds
$128.1 million, provided the total compensation does not exceed
$1.75 million;
b. an additional fee of 0.20 percent of the total gross price,
which shall be remitted to Hotel Asset Value Enhancement Inc.;
c. in the event the Debtor's lender, Pacific Life Insurance
Company, or any successor, credit bids its loan or claims in
exchange for the property, then the amount of the advisor fee and
the additional fee shall be $573,529 and $176,471.
Eastdil 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:
Alan Davis
Eastdil Secured, LLC
2000 K Street, NW, Suite 300
Washington, DC 20006
Phone: +1 (202) 688 4000
About Wardman Hotel
Wardman Hotel Owner, LLC owns Marriott Wardman Park Hotel, a
convention hotel located at 2600 Woodley Road NW, Washington, D.C.
Wardman Hotel Owner filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 21-10023) on Jan. 11, 2021. In its petition, the
Debtor disclosed assets of between $100 million and $500 million
and liabilities of the same range. James D. Decker, manager,
signed the petition.
Judge John T. Dorsey oversees the case.
Pachulski Stang Ziehl & Jones LLP, led by Laura Davis Jones, is the
Debtor's legal counsel.
WARDMAN HOTEL: Seeks to Hire Pachulski Stang as Legal Counsel
-------------------------------------------------------------
Wardman Hotel Owner, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Pachulski Stang Ziehl &
Jones, LLP as its legal counsel.
The firm's services include:
a. legal advice with respect to the Debtor's powers and
duties in the continued operation of its business and management of
its property;
b. the preparation of legal papers;
c. court appearances; and
d. other legal services necessary to administer the Debtor's
Chapter 11 case.
The firm will be paid at these rates:
Partners $845 - $1,695 per hour
Of Counsel $695 - $1,275 per hour
Associates $695 - $725 per hour
Paraprofessionals $425 - $460 per hour
Laura Davis Jones, Esq., managing partner at Pachulski, disclosed
in a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Ms.
Jones disclosed that:
-- Pachulski 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 represented the Debtor in the 12 months
prepetition; and
-- the Debtor has not approved any budget and staffing plan.
Pachulski can be reached through:
Laura Davis Jones, Esq.
Pachulski Stang Ziehl & Jones LLP
150 California Street, 15th Floor
San Francisco, CA 94111-4500
Tel: 415-263-7000
Fax: 415-263-7010
Email: hkevane@pszjlaw.com
About Wardman Hotel
Wardman Hotel Owner, LLC owns Marriott Wardman Park Hotel, a
convention hotel located at 2600 Woodley Road NW, Washington, D.C.
Wardman Hotel Owner filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 21-10023) on Jan. 11, 2021. In its petition, the
Debtor disclosed assets of between $100 million and $500 million
and liabilities of the same range. James D. Decker, manager,
signed the petition.
Judge John T. Dorsey oversees the case.
Pachulski Stang Ziehl & Jones LLP, led by Laura Davis Jones, is the
Debtor's legal counsel.
WARDMAN HOTEL: Seeks to Hire Pryor Cashman as Litigation Counsel
----------------------------------------------------------------
Wardman Hotel Owner, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Delaware to hire Pryor Cashman, LLP as
its special litigation counsel.
The firm will represent the Debtor in its dispute with Marriott
Hotel Services, Inc.
The firm will be paid at these rates:
Partners $675 - $1,200 per hour
Associates/Counsel $455 - $940 per hour
Trainees $455 per hour
Legal Assistants $215 - $410 per hour
Managing Clerk $215 - $410 per hour
Other Support Personnel $215 - $410 per hour
Todd Soloway, Esq., a partner at Pryor Cashman, disclosed in court
filings that the firm is a "disinterested person" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Todd E. Soloway, Esq.
Pryor Cashman, LLP
7 Times Square
New York, NY 10036
Tel: (212) 326-0886
Fax: (212) 798-6393
Email: tsoloway@pryorcashman.com
About Wardman Hotel
Wardman Hotel Owner, LLC owns Marriott Wardman Park Hotel, a
convention hotel located at 2600 Woodley Road NW, Washington, D.C.
Wardman Hotel Owner filed a Chapter 11 bankruptcy petition (Bankr.
D. Del. Case No. 21-10023) on Jan. 11, 2021. In its petition, the
Debtor disclosed assets of between $100 million and $500 million
and liabilities of the same range. James D. Decker, manager,
signed the petition.
Judge John T. Dorsey oversees the case.
Pachulski Stang Ziehl & Jones LLP, led by Laura Davis Jones, is the
Debtor's legal counsel.
WELCOME HOME: Has Until Feb. 5 to File Plan & Disclosures
---------------------------------------------------------
Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the
Northern District of California has entered an order within which
the deadline for debtor Welcome Home Senior Residence (Fair Oaks),
LLC to file Disclosure Statement and Chapter 11 Plan is Feb. 5,
2021.
A full-text copy of the order dated Jan. 22, 2021, is available at
https://bit.ly/2NSwOh9 from PacerMonitor.com at no charge.
Attorneys for the Debtor:
David A. Boone, Esq.
Anh H. Nguyen, Esq.
LAW OFFICES OF DAVID A. BOONE
1611 The Alameda
San Jose, CA 95126
Telephone: (408) 291-6000
Facsimile: (408) 291-6016
Email: ecfdavidboone@aol.com
About Welcome Home Senior Residence
Welcome Home Senior Residence (Fair Oaks), LLC, which operates an
assisted living facility, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-41559) on Sept. 24,
2020. The petition was signed by Steve Chou, managing member.
At the time of the filing, the Debtor estimated assets of less than
$50,000 and liabilities of between $1 million and $10 million.
Judge Hon. Roger L. Efremsky oversees the case.
The Law Offices of David A. Boone is the Debtor's legal counsel.
YATSEN GROUP: Pursues Restructuring Under CCAA
----------------------------------------------
Yatsen Group of Companies Inc., et al., commenced court-supervised
restructuring proceedings under the Companies' Creditors
Arrangement Act as amended.
The Ontario Superior Court of Justice (Commercial List) granted an
order, which among other things, provides for a stay of proceedings
until Feb. 3, 2021. The stay period may be extended by the Court
from time to time. Also pursuant to the Initial Order, Alvarez &
Marsal Canada Inc. was appointed as monitor of the business and
financial affairs of the Companies.
On Jan. 25, 2021, the Monitor commenced ancillary proceedings in
the United States Bankruptcy Court for the District of Delaware
under Chapter 15 of the United States Bankruptcy Code, as amended,
seeking recognition of the CCAA proceedings as foreign main
proceedings and to give effect to the Order in the United States.
For further information regarding the Chapter 15 proceedings please
visit the Chapter 15 website at
https://cases.primeclerk.com/Yatsen.
A copy of the Initial Order is available on the Monitor's website
at https://www.alvarezandmarsal.com/YatsenGroup/
Monitor can be reached at:
Alvarez & Marsal Canada Inc.
Royal Bank Plaza
South Tower 200 Bay Street, Suite 2900
P.O. Box 22
Toronto, Ontario M5J 2J
Fax: 416-847-5201
Alan J. Hutchens
Tel: 416-847-5159
Email: ahutchens@alvarezandmarsal.com
Joshua Nevsky
Tel: 416-847-5161
Email: jnevsky@alvarezandmarsal.com
Andrew Sterling
Tel: 416-847-5152
Email: asterling@alvarezandmarsal.com
Counsel for the Companies:
Goodmans LLP
Bay Adelaide Centre
333 Bay Street, Suite 3400
Toronto, ON M5H 3S7
Fax: 416-979-1234
L. Joseph Latham
Tel: 416-0597-4211
Email: jlatham@goodmans.ca
Caroline Descours
Tel: 416-597-6275
Email: cdescours@goodmans.ca
Ti-Anna Wang
Tel: 416-849-6014
Email: twang@goodmans.ca
Counsel for the Monitor:
Osler Hoskin & Harcourt LLP
Box 50, 1 First Canadian Place
100 King Street West, Suite 6200
Toronto, ON M5X 1B8
Fax: 416-862-6666
Tracy Sandler
Tel: 416-862-5890
Email: tsandler@osler.com
Dave Rosenblat
Tel: 416-862-5673
Email: drosenblat@osler.com
Yatsen Group of Companies Inc. was founded in 1986. The company's
line of business includes the retail sale of prepared foods and
drinks for on-premise consumption.
YRC WORLDWIDE: Portolan Capital Acquires 5.2% Equity Stake
----------------------------------------------------------
Portolan Capital Management, LLC and George McCabe, the manager of
Portolan Capital, disclosed in a Schedule 13G filed with the
Securities and Exchange Commission that as of Jan. 20, 2021, they
beneficially own 2,786,969 shares of common stock of YRC Worldwide
Inc., which represents 5.23 percent of the shares outstanding. A
full-text copy of the regulatory filing is available for free at:
https://www.sec.gov/Archives/edgar/data/716006/000110465921009276/tm214518d1_sc13g.htm
About YRC Worldwide
YRC Worldwide Inc., headquartered in Overland Park, Kan., is a
holding company for a portfolio of less-than-truckload (LTL)
companies including Holland, New Penn, Reddaway, and YRC Freight,
as well as the logistics company HNRY Logistics. YRC Worldwide
companies -- http://www.yrcw.com-- offer expertise in flexible
supply chain solutions.
YRC Worldwide reported a net loss of $104 million for the year
ended Dec. 31, 2019. As of Sept. 30, 2020, the Company had $2.11
billion in total assets, $711.5 million in total current
liabilities, $1.09 billion in long-term debt and financing (less
current portion), $104.2 million in pension and postretirement,
$196.2 million in operating lease liabilities, $320.3 million in
claims and other liabilities, and a total stockholders' deficit of
$323.1 million.
* * *
As reported by the TCR on July 14, 2020, S&P Global Ratings raised
its issuer credit rating on Overland Park, Kan.-based
less-than-truckload (LTL) and logistics company YRC Worldwide Inc.
to 'CCC+' from 'CCC' after the company announced the U.S.
Department of the Treasury will lend it an aggregate of $700
million under the Coronavirus Aid, Relief, and Economic Security
(CARES) Act, and that it has amended its term loan agreement to
waive the minimum EBITDA covenant through December 2021.
In July 2020, Moody's Investors Service confirmed the ratings of
truck carrier YRC Worldwide Inc., including the Caa1 corporate
family rating, following YRC's announcement that the United States
Department of Treasury intends to provide a $700 million loan to
YRC under authorization of the CARES Act. The Caa1 CFR considers
the company's position as one of the largest less-than-truckload
truck carriers in North America, thin operating margins and
substantial debt balance, in part due to Moody's adjustments
related to underfunded pension obligations.
Z & J LLC: $2-Mil. From Sale to Pay All Claims in Full
------------------------------------------------------
Z & J, LLC, d/b/a/ Appeal Tech, filed a Second Amended Chapter 11
Plan and a Disclosure Statement dated January 22, 2021.
A hearing was held before the Court on January 21, 2021. At the
hearing, inter alia, the Court, on the record, approved of the
Debtor's Motion seeking a sale of its assets pursuant to Section
363 of the Bankruptcy, as well as the Debtor's Motion seeking
authorization to use proceeds from the sale of its assets to pay
its February expenses.
Upon satisfaction of the claims, the Disbursing Agent will have
disbursed funds in the amount of $1,952,400, leaving a balance of
$2,047,600 in the Escrow Account.
With over $2,000,000 cash on hand, the Debtor will have funds
sufficient to pay in full the amount of approximately $1,041,247,
which represents all allowed administrative, priority and other
unclassified claims, all allowed secured, priority, and general
unsecured claims; all United States Trustee Quarterly Fees
remaining at or about the time of Confirmation; and allow for a
distribution of the remaining sale proceeds to the Debtor's sole
shareholder, Michael Kestan.
The Debtor has determined that it will not object to the claims of
Well Fargo or of DeLage Landen and has rolled the amounts reserved
for said creditors into the amount payable to Class 3 Creditors.
DeLage Landen's Class 3 claim has been reduced to the amount of
$33,0073. New York State's general unsecured claim has been
subtracted from the amount payable to Class 3 Creditors.
The Plan will be funded with the cash from the closing of the sale
of the Debtor's assets in the amount of $4,000,000. The Plan
provides for a 100% payment on account of all allowed claims, with
interest from the Petition Date, and a return to the holders of
Class 4 Interests.
A full-text copy of the Second Amended Disclosure Statement dated
Jan. 22, 2021, is available at https://bit.ly/3ox5CBe from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Daniel S. Alter
360 Westchester Avenue #316
Port Chester, New York 10573
Tel: (914) 393-2388
About Z & J LLC
Z & J, LLC, which conducts business under the name Appeal Tech, is
an appellate service provider based in New York. It was founded in
1998 and works with law firms, government agencies, companies and
non-profit organizations to perfect appeals in the State Appellate
Courts, the Federal Circuit Courts of Appeals, and the U.S. Supreme
Court.
Z & J sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. S.D.N.Y. Case No. 19-11502) on May 9, 2019. At the time of
the filing, Debtor disclosed $1,523,690 in assets and $1,083,211 in
liabilities.
Judge James L. Garrity Jr. oversees the case.
The Debtor has tapped Daniel Scott Alter, Esq., as its bankruptcy
attorney, Mazzola Lindstrom LLP as special counsel, and JGS,
C.P.A., P.C., as accountant.
ZACHAIR LTD: Seeks to Hire Mendelson & Mendelson as Tax Accountant
------------------------------------------------------------------
Zachair, Ltd. seeks approval from the U.S. Bankruptcy Court for the
District of Maryland to hire Mendelson & Mendelson, CPAs, P.C. as
its tax accountant.
The firm's services include:
a. preparing federal and state income tax returns;
b. advising the Debtor with respect to business and tax issues
in connection with its Chapter 11 case;
c. attending meetings with counsel as necessary;
d. advising the Debtor in connection with any sale of assets;
and
e. other accounting services or tax advising services.
The firm's standard hourly rates are currently $400 for principals
and $325 for staff accountants.
Mendelson 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:
Louis B. Ruebelmann
Mendelson & Mendelson, CPAs, P.C.
12505 Park Potomac Avenue, Suite 250
Potomac, MD 20854-6805
Main Number: 301-656-0001
Fax: 301-424-4440
Email: info@mendelsoncpa.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 is the Debtor's legal counsel. The
Debtor tapped CC Services Corporation and Mendelson & Mendelson,
CPAs, P.C. as its tax accountants.
ZINC-POLYMER PARENT: S&P Alters Outlook to Pos., Affirms 'B-' ICR
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on U.S.-based packaging
company Zinc-Polymer Parent Holdings LLC (Jadex) to positive from
stable, and affirmed all of its ratings on the company, including
our 'B-' issuer credit rating.
S&P said, "At the same time, we are assigning our 'B-' issue-level
and '3' recovery ratings to the proposed $450 million first-lien
term loan. The '3' recovery indicates our expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a default.
"The positive outlook reflects the company's solid performance
through the pandemic that we expect will continue due to favorable
demand trends within its medical and consumer end markets. We
believe this momentum, along with improving margins, could result
in lower leverage and positive free operating cash flow (FOCF) over
the next 12 months.
"Jadex's solid performance in the pandemic-driven recessionary
environment will help stabilize its debt leverage following the
proposed dividend recapitalization, in our view. Although the
additional debt will increase S&P-Global Ratings adjusted debt to
EBITDA to the low- to mid-6x range immediately following the
transaction, we believe moderate growth prospects, along with a
reduction of one-time costs, will reduce leverage to the mid-5x
area in 2021. S&P Global Ratings-adjusted EBITDA margins increased
slightly to the low-double-digit-percent range in 2020, supported
by new product wins in its Polymer (74% of 2020 revenue) and Artazn
segments (26%), as well as the company's contract renewal with the
U.S. Mint. We believe the structure of the contract will enable the
company to sustain its margins despite potential coinage volume
fluctuations.
"The positive outlook reflects our view that the company will
benefit from solid demand in its medical and consumer end markets.
While Jadex has some exposure to cyclical end markets such as
automotive (within its Artazn segment), the company has seen
particular strength within its medical and consumer sales. We
believe most of its products were relatively resilient through the
difficult operating conditions of the second quarter. Jadex does
manufacture some products within the medical end market that are
tied to elective procedures, such as suture trays. We believe
demand for these products could weaken with the rise in cases in
early 2021, but that demand should be relatively stable for many of
its products. In the back half of 2020, the company won a new
contract producing COVID-19 test kits, resulting from the expansion
of home test kits, and could lead to additional home test kits for
other viruses, which we anticipate will aid Jadex's top-line
performance. We also expect demand for the company's sustainable
and disposable products, which are an alternative to single-use
plastics used in both the medical and consumer end markets, to
remain relatively strong throughout 2021. While the company does
have relatively high growth capital expenditure (capex) to fund new
business wins, we believe the company will generate moderate FOCF
over the next 12 months.
"Following the dividend recapitalization and refinancing, we expect
the company to maintain adequate liquidity with full availability
under its $50 million revolver credit facility (RCF). In our
view, the company has modest working capital and capex needs, which
we believe supports growth in FOCF generation to $15 million–$30
million over the next 24 months. Although capex remains elevated in
2021 for the growth resulting from new product wins, we anticipate
the growth capex will translate to increased profitability.
"The positive outlook reflects our view that we could upgrade Jadex
over the next 12 months if we see improvement in EBITDA margins,
there is continued growth in its key businesses, and we expect the
company to generate positive FOCF. We expect the company's debt
leverage in the mid-5x area over the next 12 months."
S&P could raise its ratings on Jadex over the next 12 months if:
-- The company's financial policy supports keeping S&P Global
Ratings-adjusted debt leverage trending below 6x, incorporating
potential acquisitions and shareholder returns; and
-- The company maintains adequate liquidity and continues to
generate positive FOCF on a sustained basis.
S&P could revise its outlook to stable on Jadex if:
-- Operating results are weaker than S&P expects, resulting in
leverage in the 6x area; or
-- It pursues significant debt-funded acquisitions or
shareholder-friendly activity that results in the same leverage;
or
-- The company is unable to generate positive FOCF.
[*] CFTC Adopts Comprehensive Amendments to Bankruptcy Rules
------------------------------------------------------------
The National Law Review reports that the Commodity Futures Trading
Commission (CFTC) recently adopted final amendments to Part 190 of
the CFTC's regulations (the "Final Rules"), governing bankruptcy
proceedings with respect to commodity brokers.1 The Final Rules
represent the first comprehensive update to the CFTC's bankruptcy
rules since the Part 190 rules were initially adopted in 1983.
Approved unanimously, the Final Rules serve to modernize and revise
the CFTC's regulations to reflect changes in the commodity
brokerage industry over that time.
Subchapter IV, chapter 7 of the Bankruptcy Code ("Code") sets out
the essential provisions governing the liquidation of a commodity
broker in bankruptcy. However, the CFTC is authorized under section
20 of the Commodity Exchange Act (CEA), "notwithstanding the Code,"
to adopt rules that provide, among other things: (1) that certain
cash, securities, other property or commodity contracts are to be
included in or excluded from customer property or member property;
and (2) the method by which the business of such commodity broker
is to be conducted or liquidated after the date of the filing of
the petition under the Code. Part 190 of the CFTC's regulations are
promulgated under this authority as well as the CFTC's general
rulemaking authority under section 8a(5) of the CEA.
Since the initial adoption of the Part 190 rules, there have been
significant developments in practices with respect to commodity
broker bankruptcies, including as a result of judicial decisions
and certain high-profile bankruptcies (like that of MF Global Inc.
and Peregrine Financial Group Inc.). As emphasized in former
Chairman Heath Tarbert's statement in support of the Final Rules,
they seek to clarify and codify key principles and approaches or
practices that have developed over time as the existing Part 190
rules were applied to real-world bankruptcy situations.
Highlights of the Final Rules
At a high level, the Final Rules address the following major
topics:
Statutory Authority, Organization, Core Concepts, Scope and
Construction. The Final Rules adopt new CFTC Rule 190.00, which
sets forth the statutory authority, organization, core concepts,
scope and rules of construction for Part 190 of the CFTC's
regulations. In particular, new CFTC Rule 190.00 sets out the
CFTC's intent regarding bankruptcies for the benefit of market
participants, trustees and the general public.
Default of a Derivatives Clearing Organization. The Final Rules
adopt new Subpart C to Part 190 of the CFTC's regulations, which
governs the bankruptcy of a DCO. Among other things, new Subpart C
provides that the trustee should follow, to the extent practicable
and appropriate, the DCO's pre-existing default management rules
and procedures and recovery and wind-down plans that have been
submitted to the CFTC. These rules, procedures and plans will, in
most cases, have been developed pursuant to Part 39 of the CFTC's
regulations, subject to CFTC staff oversight. This approach
relieves the trustee of the burden of developing, in the moment,
models to address an extraordinarily complex situation.
Priority of Customers and Customer Property. The Final Rules
clarify that shortfalls in segregated property should be made up
from the general assets of the FCM. The Final Rules also clarify
that, with respect to customer property, public customers are
favored over non-public customers.
Securities Investors Protection Act (SIPA) and Federal Deposit
Insurance Corporation (FDIC). The Final Rules confirm the
applicability of Part 190 of the CFTC's regulations in the context
of an FCM that also is registered with the Securities and Exchange
Commission (SEC) as a broker-dealer and subject to a proceeding
guided primarily by the SIPA. Likewise, the Final Rules clarify the
applicability of Part 190 in the context of a proceeding in which
the FDIC is acting as receiver.
Letters of Credit as Collateral. The Final Rules confirm the
treatment of letters of credit used as collateral. Specifically,
the Final Rules make clear that customers posting letters of credit
as collateral will be subject to the same pro rata loss as
customers that post other types of collateral, such as cash and
securities, both during business as usual and during bankruptcy.
The pro-rata loss would be calculated based on the face value of
the posted letter of credit, even if only a portion was drawn down
by a customer at the time of the bankruptcy.
Greater Trustee Discretion. The Final Rules grant trustees greater
discretion by, among other things, permitting the trustees to treat
public customers on an aggregated basis. This greater discretion
generally favors the cost effective and prompt distribution of
customer property over the precision of valuing each customer's
entitlements on an individual basis.
Transferring Rather Than Liquidating Customer Positions. The Final
Rules further confirm the CFTC's longstanding preference for
transferring positions of public customers rather than liquidating
the positions.
Reflect Changes to CFTC's Regulatory Framework. The Final Rules
update Part 190 of the CFTC's regulations to better reflect changes
to the CFTC's regulatory framework over the years, including the
CFTC's recent revisions to its customer protection rules. The Final
Rules also update cross-references to other CFTC rules.
Changes in Technology. The Final Rules also reflect changes in
technology, including a recognition that many records are captured
and stored electronically rather than on paper.
Non-Substantive Clarifications. The Final Rules provide
non-substantive changes to clarify language in the CFTC's
regulations. These clarifications are intended to address
ambiguities that have complicated past bankruptcies.
A chart summarizing all of the provisions in the Final Rules is
available in this advisory's appendix.
Effective Date of the Final Rules
The Final Rules are effective 30 days after publication in the
Federal Register.
Principal Changes From the Proposed Rules and Supplemental Proposed
Rules
The Final Rules differ from the proposed amendments2 and
supplemental amendments,3 published in the Federal Register on June
12, 2020 and September 24, 2020, respectively, in a few key
respects. In particular, the Final Rules clarify in CFTC Rule
190.11 that if a debtor clearing organization is organized outside
the United States, then only selected provisions in Part 190 of the
CFTC's regulations would apply, including (1) the general
provisions in Subpart A to Part 190; (2) the reports and records
requirements in CFTC Rule 190.12; and (3) the prohibition on
avoidance of transfers in Rule 190.13 and the net equity
calculation and treatment of property requirements in Rules 190.17
and 190.18, but only with respect to an FCM clearing member's
public customers. The CFTC expressed its rationale in adopting the
final scheme as a balance between protecting customers and
mitigating conflict with foreign proceedings.
Additionally, the CFTC adopted a simplified CFTC Rule 190.14(b)
that is consistent with DCO rules governing the default of the DCO.
As originally proposed, Rule 190.14(b) included additional
provisions that were intended to provide a brief opportunity, after
the order for relief, to enable alternatives (i.e., resolution
under Title II of the Dodd–Frank Wall Street Reform and Consumer
Protection Act ("Dodd-Frank Act") or the transfer of clearing
operations to another DCO) in lieu of liquidation. In response to
comments following the Proposed Rules, the CFTC withdrew proposed
paragraphs (b)(2) and (b)(3) and issued the Supplemental Proposed
Rules with an alternative approach to facilitate the potential
resolution of a systemically important DCO under Title II of the
Dodd-Frank Act. In adopting the Final Rules, the CFTC determined
not to go forward with the Supplemental Proposed Rules. As adopted,
Rule 190.14(b) provides only that subsequent to the order for
relief, the DCO must cease making calls for variation settlement or
initial margin. Relatedly, former Chairman Heath Tarbert noted that
the CFTC will engage in "further analysis and development before
proposing this, or any other, alternative approach."
A full-text copy of the report is available at
https://www.natlawreview.com/article/cftc-adopts-comprehensive-amendments-to-its-bankruptcy-rules
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re 5X5 Capital LLC
Bankr. D. Colo. Case No. 21-10405
Chapter 11 Petition filed January 27, 2021
See
https://www.pacermonitor.com/view/D4WFFHQ/5X5_Capital_LLC__cobke-21-10405__0001.0.pdf?mcid=tGE4TAMA
represented by: David M. Serafin, Esq.
LAW OFFICE OF DAVID SERAFIN
E-mail: david@davidserafinlaw.com
In re Divinia Water, Inc.
Bankr. D. Idaho Case No. 21-40059
Chapter 11 Petition filed January 27, 2021
See
https://www.pacermonitor.com/view/3YLW2RI/Divinia_Water_Inc__idbke-21-40059__0001.0.pdf?mcid=tGE4TAMA
represented by: Brian Rothschild, Esq.
PARSONS BEHLE & LATIMER
E-mail: brothschild@parsonsbehle.com
In re Karl P. Frederic
Bankr. D.N.J. Case No. 21-10705
Chapter 11 Petition filed January 27, 2021
represented by: Douglas McGill, Esq.
In re Johnny Jules Lavergne
Bankr. W.D. La. Case No. 21-50044
Chapter 11 Petition filed January 28, 2021
represented by: Thomas St. Germain, Esq.
In re Coleman Brewing, LLC
Bankr. N.D. Miss. Case No. 21-10190
Chapter 11 Petition filed January 28, 2021
See
https://www.pacermonitor.com/view/MP422YQ/Coleman_Brewing_LLC__msnbke-21-10190__0001.0.pdf?mcid=tGE4TAMA
represented by: Craig M. Geno, Esq.
LAW OFFICES OF CRAIG M. GENO, PLLC
E-mail: cmgeno@cmgenolaw.com
In re John Piccirilli Inc
Bankr. N.D.N.Y. Case No. 21-60057
Chapter 11 Petition filed January 28, 2021
See
https://www.pacermonitor.com/view/QY3PDRQ/John_Piccirilli_Inc__nynbke-21-60057__0001.0.pdf?mcid=tGE4TAMA
represented by: Peter A. Orville, Esq.
ORVILLE & MCDONALD LAW, P.C.
In re Don Betos Tacos-Clayton Inc.
Bankr. E.D.N.C. Case No. 21-00168
Chapter 11 Petition filed January 28, 2021
See
https://www.pacermonitor.com/view/2TVZUKI/Don_Betos_Tacos-Clayton_Inc__ncebke-21-00168__0001.0.pdf?mcid=tGE4TAMA
represented by: Samantha Y. Moore, Esq.
JANVIER LAW FIRM, PLLC
In re Jose A. Rodriguez
Bankr. E.D.N.Y. Case No. 21-40233
Chapter 11 Petition filed January 28, 2021
represented by: Bruce Weiner, Esq.
ROSENBERG MUSSO & WEINER, LLP
E-mail: courts@nybankruptcy.net
In re Michael Dean Newsome and Kathleen Sue Newsome
Bankr. D. Ariz. Case No. 21-00677
Chapter 11 Petition filed January 29, 2021
represented by: Allan D. Newdelman, Esq.
ALLAN D NEWDELMAN PC
In re Ella Jean Woods, D.D.S., P.A.
Bankr. M.D.N.C. Case No. 21-80032
Chapter 11 Petition filed January 29, 2021
See
https://www.pacermonitor.com/view/KW7YRDI/Ella_Jean_Woods_DDS_PA__ncmbke-21-80032__0001.0.pdf?mcid=tGE4TAMA
represented by: James C. White, Esq.
J.C. WHITE LAW GROUP, PLLC
E-mail: jwhite@jcwhitelaw.com
In re Durham Brothers Builders & Developers, Inc.
Bankr. N.D. Ohio Case No. 21-10321
Chapter 11 Petition filed January 29, 2021
See
https://www.pacermonitor.com/view/DTF5GUQ/Durham_Brothers_Builders__Developers__ohnbke-21-10321__0001.0.pdf?mcid=tGE4TAMA
represented by: Donald Butler, Esq.
DONALD BUTLER, ESQ.
E-mail: butdon@aol.com
In re Frank Chao and Mihye Hwang-Chao
Bankr. N.D. Cal. Case No. 21-40145
Chapter 11 Petition filed January 31, 2021
represented by: Robert Harris, Esq.
In re Jon R. Llewellyn, Inc.
Bankr. S.D. Tex. Case No. 21-30299
Chapter 11 Petition filed January 31, 2021
See
https://www.pacermonitor.com/view/NDAHHJI/Jon_R_Llewellyn_Inc__txsbke-21-30299__0001.0.pdf?mcid=tGE4TAMA
represented by: Johnie Patterson, Esq.
WALKER & PATTERSON, P.C.
E-mail: jjp@walkerandpatterson.com
In re Kfir Gavrieli
Bankr. C.D. Cal. Case No. 21-10826
Chapter 11 Petition filed February 1, 2021
represented by: Jeffrey M. Reisner, Esq.
STEPTOE & JOHNSON LLP
E-mail: jreisner@steptoe.com
In re Texas Tire Warehouse, LLC
Bankr. C.D. Cal. Case No. 21-10246
Chapter 11 Petition filed February 1, 2021
See
https://www.pacermonitor.com/view/FEQEVOI/Texas_Tire_Warehouse_LLC__cacbke-21-10246__0001.0.pdf?mcid=tGE4TAMA
represented by: Ron Bender, Esq.
LEVENE, NEALE, BENDER, YOO & BRILL L.L.P.
E-mail: rb@lnbyb.com
In re Andrew Paul Costello and Heather M Costello
Bankr. N.D. Cal. Case No. 21-40150
Chapter 11 Petition filed February 1, 2021
represented by: Sarah Little, Esq.
In re Jones Auto Body, Inc.
Bankr. S.D. Ind. Case No. 21-00385
Chapter 11 Petition filed February 1, 2021
See
https://www.pacermonitor.com/view/VQ2PD4Q/Jones_Auto_Body_Inc__insbke-21-00385__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric Welch, Esq.
WELCH, GREGG & COMPANY, LLC
E-mail: ecwelch@ewelchlaw.com
In re Wagyu 100, LLC
Bankr. E.D. Tex. Case No. 21-60039
Chapter 11 Petition filed February 1, 2021
See
https://www.pacermonitor.com/view/NLQQ7SY/Wagyu_100_LLC__txebke-21-60039__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re PNTG LLC
Bankr. N.D. Tex. Case No. 21-30206
Chapter 11 Petition filed February 1, 2021
See
https://www.pacermonitor.com/view/5MGFF5Y/PNTG_LLC__txnbke-21-30206__0001.0.pdf?mcid=tGE4TAMA
represented by: Joyce W. Lindauer, Esq.
JOYCE W. LINDAUER ATTORNEY, PLLC
E-mail: joyce@joycelindauer.com
In re Onabreak, LLC
Bankr. N.D. Tex. Case No. 21-30221
Chapter 11 Petition filed February 1, 2021
See
https://www.pacermonitor.com/view/NXM7EQQ/Onabreak_LLC__txnbke-21-30221__0001.0.pdf?mcid=tGE4TAMA
represented by: Gregory W. Mitchell, Esq.
FREEMAN LAW, PLLC
E-mail: gmitchell@freemanlaw.com
In re Felix Augusto Auz, Sr. and Rocio Del Carmen Auz
Bankr. S.D. Tex. Case No. 21-30318
Chapter 11 Petition filed February 1, 2021
represented by: Russell Beustring, Esq.
In re 5401 Montoya Dr. El Paso Texas, LLC
Bankr. W.D. Tex. Case No. 21-30067
Chapter 11 Petition filed February 1, 2021
See
https://www.pacermonitor.com/view/XSJA7GQ/5401_Montoya_Dr_El_Paso_Texas__txwbke-21-30067__0001.0.pdf?mcid=tGE4TAMA
represented by: Timothy V. Daniel, Esq.
TIMOTHY V. DANIEL, PC
E-mail: tim@timvdaniel.com
In re Kasey Dawn Houghton
Bankr. D. Wyo. Case No. 21-20034
Chapter 11 Petition filed February 1, 2021
represented by: Stephen Berken, Esq.
In re Melia El Bahri
Bankr. M.D. Fla. Case No. 21-00257
Chapter 11 Petition filed February 2, 2021
represented by: Edward Jackson, Esq.
In re Air Flight, Inc.
Bankr. S.D. Fla. Case No. 21-11039
Chapter 11 Petition filed February 2, 2021
See
https://www.pacermonitor.com/view/S664KWY/Air_Flight_Inc__flsbke-21-11039__0001.0.pdf?mcid=tGE4TAMA
represented by: Chad Van Horn, Esq.
VAN HORN LAW GROUP, P.A.
E-mail: chad@cvhlawgroup.com
In re Housing Association Software
Bankr. D. Nev. Case No. 21-50078
Chapter 11 Petition filed February 2, 2021
See
https://www.pacermonitor.com/view/ZUNHG3Y/HOUSING_ASSOCIATION_SOFTWARE__nvbke-21-50078__0001.0.pdf?mcid=tGE4TAMA
represented by: Kevin A. Darby, Esq.
DARBY LAW PRACTICE
E-mail: kevin@darbylawpractice.com
In re Benjamin Joe Giron
Bankr. W.D. Tex. Case No. 21-30070
Chapter 11 Petition filed February 2, 2021
represented by: Timothy Daniel, Esq.
In re The Gateway Ventures, LLC
Bankr. W.D. Tex. Case No. 21-30071
Chapter 11 Petition filed February 2, 2021
See
https://www.pacermonitor.com/view/TJ3YPGA/The_Gateway_Ventures_LLC__txwbke-21-30071__0001.0.pdf?mcid=tGE4TAMA
represented by: Jeff Carruth, Esq.
WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
E-mail: jcarruth@wkpz.com
In re Harold Baker
Bankr. D. Wyo. Case No. 21-20037
Chapter 11 Petition filed February 2, 2021
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. 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.
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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.
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