/raid1/www/Hosts/bankrupt/TCR_Public/210211.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 11, 2021, Vol. 25, No. 41
Headlines
1100 CLEARVIEW: Seeks to Hire Keller Williams as Real Estate Broker
4-S RANCH: Seeks Approval to Hire Hydrogeology Consultant
A1 CONTRACTING: Seeks to Hire Jones & Walden as Counsel
AIR FLIGHT: Gets Interim Approval to Hire Van Horn Law as Counsel
ALL IN JETS: Trustee Seeks to Hire Plotzker & Agarwal as Counsel
AMERICAN PURCHASING: Committee Hires CBIZ as Financial Advisor
ANGLIN CULTURED: Case Summary & 20 Largest Unsecured Creditors
AQUA SHIELD: Seeks Court Approval to Hire Accountant
ARETE LAND: Case Summary & 20 Largest Unsecured Creditors
ARTISAN BUILDERS: Updates Deed of Trust Assigned to Beech Ridge
AUGUSTA INVESTMENTS: Seeks to Hire Gorzynski Uglow as Accountant
AYNOYD INC: Involuntary Chapter 11 Case Summary
BLUE SPRUCE: Case Summary & 3 Unsecured Creditors
BLUE TREE HOLDINGS: Fitch Gives First-Time 'BB-' LongTerm IDR
BOUCHARD TRANSPORTATION: Wins April 26 Plan Exclusivity Extension
BUCCANEER INTERMEDIATE: S&P Affirms 'B-' ICR, Alters Outlook to Neg
CARLA'S PASTA: Case Summary & 20 Largest Unsecured Creditors
CENTURIA FOODS: Hires Hutchison & Steffen as Special Counsel
CHAMPION PROPERTY: Case Summary & 3 Unsecured Creditors
CHESAPEAKE ENERGY: Successfully Emerges From Chapter 11 Protection
CL OF BOSSIER: Case Summary & 19 Unsecured Creditors
CLEAR INVESTIGATIVE: Seeks to Hire Eric A. Liepins as Counsel
CLEVELAND-CLIFFS INC: Fitch Rates New $1-Bil. Unsecured Notes 'B'
COLEMAN BREWING: Seeks to Hire Craig M. Geno as Legal Counsel
CONTINENTAL COUNTRY CLUB: Case Summary & 12 Unsecured Creditors
COULEE HILL: Seeks to Hire Patten Peterman as Legal Counsel
CYBER LITIGATION: Wants Plan Exclusivity Extended Until May 25
DE LA REINA: Seeks to Hire Christian M. Sternat as Legal Counsel
DESTILERIA NACIONAL: Creditor Miramar Opposes Debtor's Disclosures
DESTILERIA NACIONAL: Says Miramar's Plan Not Filed in Good Faith
DOUBLE D GROUP: Seeks to Hire Fennemore Craig as Legal Counsel
E-Z GENERAL: Case Summary & 20 Largest Unsecured Creditors
EHT US1: Seeks Approval to Hire FTI, Appoint CRO
EHT US1: Seeks Approval to Hire Paul Hastings as Counsel
EHT US1: Seeks to Hire Cole Schotz as Co-Counsel
EHT US1: Seeks to Hire Rajah & Tann as Singapore Counsel
ELLA JEAN WOODS: Seeks to Hire J.C. White Law Group as Counsel
ENKOGS1 LLC: Seeks to Hire Gorzynski Uglow as Accountant
ENTERPRISE DEVELOPMENT: Fitch Gives 'B+(EXP)' Issuer Default Rating
EQUINOX HOLDINGS: Reaches Debt Relief Deal With HPS Partners
FARM-RITE INC: Asks Court to Extend Plan Exclusivity Until May 5
FOREVER 21: Simon Group Has "Pretty Good" ROI for $67M Investment
GENEVER HOLDINGS: Asks Court for April 12 Plan Filing Extension
GIBSON FARMS: Unsec. Creditors to Get 100% With Interest in 5 Years
GLOBAL EAGLE: Second Amended Liquidating Plan Confirmed by Judge
GOLDEN HOTEL: U.S. Trustee Asks Source for Lump Sum Payment
HERTZ CORP: DOJ Slams Request to Pay $12.1 Mil. in Exec. Bonuses
HEXCEL CORP: S&P Downgrades ICR to 'BB+' on Customer Destocking
HOUSING ASSOCIATION: Seeks to Hire Darby Law Practice as Counsel
HOWARD BEND: Fitch Lowers $12.3MM Series 2005 Bonds to 'CCC'
IMMUNSYS INC: Seeks to Hire KapilaMukamal as Financial Advisor
INTRADO CORP: Fitch Affirms 'B' IDR, Outlook Stable
IRON HORSE: Amended Plan of Reorganization Confirmed by Judge
ISLET SCIENCES: Committee Questions $442-Mil. Valuation
ISTANBUL REGO: Seeks Approval to Hire Sublime Accounting
IVANTI SOFTWARE: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
JELD-WEN INC: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
KANWAL INC: Quebec Court Extends CCAA Stay Until Feb. 26
KNOTEL INC: U.S. Trustee Appoints Creditors' Committee
L C of SHREVEPORT: Case Summary & 4 Unsecured Creditors
LIFTOFF MOBILE: S&P Assigns 'B+' ICR, Outlook Stable
LIGHTHOUSE RESOURCES: March 9 Plan Confirmation Hearing Set
LIONHEART LLC: Seeks to Hire Freeman Law as Legal Counsel
LOVES FURNITURE: Committee Hires Foley & Lardner as Legal Counsel
LOVES FURNITURE: Committee Taps Conway as Financial Advisor
LOVES FURNITURE: Wins Cash Collateral Access on Final Basis
LSF9 ATLANTIS: Fitch Gives Final B+ Rating on $660MM Secured Notes
MADDOX FOUNDRY: Seeks to Extend Plan Exclusivity Thru April 1
MALLINCKRODT PLC: Berger Updates on Tribal Leadership Committee
MALLINCKRODT PLC: Seeks August 9 Plan Exclusivity Extension
MASON JAR: Unsecured Creditors Will Recover 20% in Plan
MISTER CAR: S&P Upgrades ICR to 'B-', Outlook Stable
MONARCH GROUP: Unsecured Creditors Unimpaired in Plan
MTPC LLC: Committee Seeks to Hire Manier & Herod as Co-Counsel
MTPC LLC: Committee Seeks to Hire Sills Cummis as Legal Counsel
MY FL MANAGEMENT: Files Emergency Bid to Use Cash Collateral
NAVIENT SOLUTIONS: Hit With Involuntary Bankruptcy Petition
NEWSTREAM HOTEL: Seeks to Hire Spencer Fane as Legal Counsel
NOBLE CORP: Akin Gump Advised Noteholders in Restructuring
NORTHERN OIL: S&P Hikes ICR to 'B-' on Improved Expected Liquidity
NOSCE TE IPSUM: Metro Says Treatment of Class 6 Ambiguous
NOVELION THERAPEUTICS: Opens Chapter 15 Case to Wind Up Liquidation
NTN BUZZTIME: Pushes Sale to eGames to Avoid Bankruptcy
OLD JACK INVESTMENTS: Seeks to Hire De Leo Law Firm as Counsel
ONATAH FARMS: Seeks to Hire Overturf Fowler as Legal Counsel
ONATAH FARMS: Seeks to Hire Steeplechase as Financial Advisor
PACIFIC LINKS: Seeks to Hire Choi & Ito as Bankruptcy Counsel
PARK AVENUE 2017-1: S&P Assigns Prelim BB- (sf) Rating on DR Notes
PARK PLACE: UST Says Disclosures Omit Trustee's Investigation
PARTY CITY: Sells $750 Million in Junk Bonds
PATRICIAN HOTEL: Seeks April 1 Plan Exclusivity Extension
PBS BRAND: Seeks to Hire Gavin Solmonese, Appoint CRO
PBS BRAND: Seeks to Hire North Real Estate as Broker
PG&E CORP: Court Dismisses Appeal for Chapter 11 Plan Stay
PROFESSIONAL FINANCIAL: Hires Andrew Hinkelman of FTI as CRO
REFINITIV: Fitch Withdraws 'BB' LongTerm Issuer Default Rating
RENOVATE AMERICA: Panel Hires Island Capital as Investment Banker
RENOVATE AMERICA: Committee Taps Dundon as Financial Advisor
RGN-MILWAUKEE: Case Summary & Unsecured Creditors
RHP HOTEL: Fitch Assigns B+ Rating on Sr. Unsecured Notes
RKJ HOTEL: Case Summary & 20 Largest Unsecured Creditors
ROCKPOINT GAS: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
S & H HARDWARE: Unsecureds to Recover 3% to 38% in Liquidating Plan
SABLE PERMIAN: Liquidating Plan Declared Effective
SCHNELL SERVICES: Unsecured Creditors Will Get 10% in 3 Years
SOUTHERN CLEARING: Seeks to Hire National Auction as Appraiser
STERIWEB MEDICAL: Case Summary & 11 Unsecured Creditors
STUDIO MOVIE: Reaches Deal With Unsecured Creditors on Plan
TEA OLIVE: A&G Offers Stock + Field Distribution Center, 2 Stores
TEA OLIVE: Clear Thinking's Michael Wesley Approved as CRO
TERRAFORM POWER: Fitch Affirms 'BB-' IDR, Outlook Stable
US REAL ESTATE: Trustee Hires Agora Realty as Real Estate Broker
US REAL ESTATE: Trustee Hires Berkeley Research as Accountant
US STEEL: Fitch Ups Unsec. Notes to CCC+, Alters Outlook to Stable
VITALITY HEALTH: Seeks Court Approval to Hire Crowell & Moring
VIZIV TECHNOLOGIES: Plan Exclusivity Period Extended to March 11
WARDMAN HOTEL: Says Change in Case Venue Will Confuse Buyers
WC CUSTER CREEK: Unsecureds to be Paid in Full From Sale/Refinance
WERNER FINCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
WILDFIRE INC: Seeks to Hire Portillo Ronk as Bankruptcy Counsel
YC ATLANTA: Seeks Use of Cash Collateral
[*] Jones Walker Adds 12 New Associates to Firm
[^] Recent Small-Dollar & Individual Chapter 11 Filings
*********
1100 CLEARVIEW: Seeks to Hire Keller Williams as Real Estate Broker
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1100 Clearview, LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Louisiana to employ Keller Williams
Realty as its real estate broker.
The firm will market and sell the Debtor's real property located at
1100 Clearview Parkway, Metairie, La.
The firm will be paid a commission of 5 percent of the purchase
price.
As disclosed in court filings, Keller Williams is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Keller Williams Realty
1221 South Mopac Expy, Suite 400
Austin, TX 78746
Tel: (512) 327-3070
About 1100 Clearview LLC
1100 Clearview, LLC filed a voluntary petition under Chapter 11 of
the Bankruptcy Code (Bankr. E.D. La. Case No. 20-12053) on Dec. 15,
2020, listing under $1 million in both assets and liabilities.
Judge Meredith S. Grabill oversees the case. Robert L. Marrero,
LLC represents the Debtor as counsel.
4-S RANCH: Seeks Approval to Hire Hydrogeology Consultant
---------------------------------------------------------
4-S Ranch Partners, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of California to employ Dwight
Smith, principal hydrogeologist of McGinley & Associates, Inc., as
its consultant.
Mr. Smith will assist with a geochemical evaluation in support of
water banking permits and agreements.
McGinley & Associates will be paid as follows:
Subject Matter Experts $250 per hour
Sr. 3rd Party Review $200 per hour
Principal $180 per hour
Sr. Associate $170 per hour
Administration $65 per hour
Mr. Smith will supervise the project and his billing rate is $180
per hour.
Mr. Smith disclosed in a court filing that he and his firm neither
hold nor represent an interest adverse to the estate and are
disinterested persons.
The firm can reached through:
Dwight L. Smith, P.G., C.Hg
McGinley & Associates, Inc.
5410 Longley Ln
Reno, NV 89511
Phone: +1 775-829-2245
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: Seeks to Hire Jones & Walden as Counsel
-------------------------------------------------------
A1 Contracting, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Georgia to employ Jones & Walden LLC
as its legal counsel.
The firm's services will include:
(a) preparing pleadings and applications;
(b) conducting examination;
(c) advising the Debtor of its rights, duties and obligations;
(d) consulting with and representing the Debtor with respect to
a Chapter 11 plan; and
(e) legal services incidental and necessary to the day-to-day
operations of the Debtor's business, including but not limited to,
the institution and prosecution of necessary legal proceedings, and
general business legal advice and assistance.
Jones & Walden will be paid at these rates:
Attorneys $225 to $375 per hour
Paralegals $100 to $125 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
As of the petition date, the firm holds a $24,965.50 retainer.
Leslie Pineyro, a partner at Jones & Walden, 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.
Jones & Walden can be reached at:
Leslie M. Pineyro, Esq.
Jones & Walden LLC
699 Piedmont Avenue, NE
Atlanta, GA 30308
Tel: (404) 564-9300
Email: cmccord@joneswalden.com
About A1 Contracting
A1 Contracting, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Ga. Case No. 21-50943) on Feb. 3,
2021. Jason Moody, the Debtor's sole owner, signed the petition.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $1 million and $10
million.
Judge Sage M. Sigler oversees the case. Jones & Walden, LLC is the
Debtor's legal counsel.
AIR FLIGHT: Gets Interim Approval to Hire Van Horn Law as Counsel
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Air Flight, Inc. received interim approval from the U.S. Bankruptcy
Court for the Southern District of Florida to employ Van Horn Law
Group, Inc. as its legal counsel.
The firm will render these services:
a. advise the Debtor regarding its powers and duties and the
continued management of its business operations;
b. advise the Debtor regarding its responsibilities in complying
with the U.S. trustee's operating guidelines and reporting
requirements and with the rules of the court;
c. prepare legal documents;
d. protect the interest of the Debtor in all matters pending
before the court; and
e. represent the Debtor in negotiation with its creditors in the
preparation of a Chapter 11 plan.
Van Horn Law Group will be paid at these rates:
Chad Van Horn, Esq. $450 per hour
Associates $350 per hour
Jay Molluso $250 per hour
Law Clerks $175 per hour
Paralegals $175 per hour
The firm will also be reimbursed for reasonable out-of-pocket
expenses incurred.
The retainer fee is $10,000.
Chad Van Horn, Esq., the firm's founding partner, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Chad T. Van Horn, Esq.
Van Horn Law Group, Inc.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, FL 33301
Tel: (954) 765-3166
Email: Chad@cvhlawgroup.com
About Air Flight Inc.
Air Flight, Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D. Fla. Case No. 21-11039) on Feb. 2, 2021, disclosing under $1
million in both assets and liabilities. Judge Peter D. Russin
oversees the case. The Debtor is represented by Van Horn Law
Group, Inc.
ALL IN JETS: Trustee Seeks to Hire Plotzker & Agarwal as Counsel
----------------------------------------------------------------
Yann Geron, the Subchapter V trustee for All in Jets, LLC, seeks
approval from the U.S. Bankruptcy Court for the Southern District
of New York to employ Plotzker & Agarwal, CPAs, LLC as legal
counsel.
The firm will assist the trustee in investigating the Debtor's
pre-bankruptcy transfers and review the claim of Caliber Jet
Charter LLC.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Vinay Agarwal, Esq., a partner at Plotzker & Agarwal, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Vinay Agarwal
Plotzker & Agarwal, CPAs, LLC
150 East 58th Street Suite 2001
New York, NY 10155
About All in Jets LLC
New York-based All In Jets, LLC -- https://www.flyjetready.com/ --
is a private jet charter operator and aircraft management company
offering flights worldwide with a floating charter fleet of heavy
to midsize jets, including Gulfstream GIVSPs, Gulfstream GIVs,
Challenger 601s and Hawker 800 models. It conducts business under
the name Jet Ready
All In Jets filed a Chapter 11 petition (Bankr. S.D. N.Y. Case No.
20-11831) on Aug. 9, 2020. In the petition signed by Seth
Bernstein, member, the Debtor was estimated to have $500,000 to $1
million in assets and $1 million to $10 million in liabilities.
Judge Michael E. Wiles presides over the case. Ciardi Ciardi &
Astin serves as the Debtor's bankruptcy counsel.
AMERICAN PURCHASING: Committee Hires CBIZ as Financial Advisor
--------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of American Purchasing Services, LLC and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Southern District of Florida to retain CBIZ Accounting, Tax and
Advisory of New York, LLC.
The firm's services will include:
a. assisting the committee in its evaluation of the
post-petition cash flow and other projections and budgets prepared
by the Debtors;
b. monitoring the Debtors' activities regarding cash
expenditures subsequent to the filing of their Chapter 11
petitions;
c. assisting the committee in its review of monthly operating
reports submitted by the Debtors;
d. managing or assisting with any investigation into the
pre-bankruptcy acts, conduct, transfers of property and funds,
liabilities and financial condition of the Debtors and their
management or creditors;
e. providing financial analysis related to the use of cash
collateral;
f. analyzing transactions with vendors, insiders, related or
affiliated entities, prior and subsequent to the date of the
Debtors' Chapter 11 filing;
g. assisting the committee or its counsel in any litigation
proceedings against insiders and other potential adversaries;
h. assisting the committee in its review of the financial
aspects of any proposed sale or plan of reorganization or
liquidation;
i. attending meetings with representatives of the committee and
its counsel, and prepare presentations to the committee that
provide analyses and updates on diligence performed; and
j. other financial advisory services.
The firm will be paid at the rates of $195 to $800 per hour and
will be reimbursed for out-of-pocket expenses incurred.
Charles Berk, a partner at CBIZ Accounting, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Charles M. Berk
CBIZ Accounting, Tax and
Advisory of New York, LLC
5 Bryant Park
New York, NY 10018
Tel: (212) 790-5700 / (212) 790-5883
Email: cberk@cbiz.com
About American Purchasing Services
American Purchasing Services, LLC, which conducts business under
the name American Medical Depot, is a distributor of medical,
surgical, dental and laboratory supplies and equipment. It is owned
100% by American Medical Depot Holdings, LLC.
American Purchasing Services and its affiliates, including DVSS
Acquisition Company, LLC, AMD Pennsylvania, LLC and American
Medical Depot Holdings, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Lead Case No. 20-23495) on Dec.
11, 2020.
At the time of the filing, the Debtors had estimated assets of
between $10 million and $50 million and liabilities of between $50
million and $100 million.
Judge Scott M. Grossman oversees the cases.
The Debtors tapped Berger Singerman LLP as their legal counsel, CR3
Partners LLC as restructuring advisor, and Prime Clerk LLC as
notice and claims agent.
ANGLIN CULTURED: Case Summary & 20 Largest Unsecured Creditors
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Debtor: Anglin Cultured Stone Products LLC
FDBA Anglin Construction
873 Salem Church Road
Newark, DE 19702
Business Description: Anglin Cultured Stone Products LLC --
https://www.anglinconstruction.com --
is a Delaware based, family owned and
operated small business. The Company has
been serving Delaware, Maryland,
Pennsylvania, and New Jersey since 2005.
The Company specializes in residential
construction, commercial and industrial
construction, and cultured marble
manufacturing.
Chapter 11 Petition Date: February 8, 2021
Court: United States Bankruptcy Court
District of Delaware
Case No.: 21-10389
Judge: Hon. John T. Dorsey
Debtor's Counsel: Charles J. Brown, III, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1201 N. Orange Street
Suite 300
Wilmington, DE 19801
Tel: 302-425-5813
Fax: 302-425-5814
E-mail: cbrown@gsbblaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stuart L. Anglin, sole member and
manager.
A full-text 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/RCVRE2A/Anglin_Cultured_Stone_Products__debke-21-10389__0001.0.pdf?mcid=tGE4TAMA
AQUA SHIELD: Seeks Court Approval to Hire Accountant
----------------------------------------------------
Aqua Shield, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of New York to hire Bruce Arthur Lean, a
certified public accountant practicing in Merrick, N.Y.
Mr. Lean will render the following services:
a. gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
b. prepare monthly operating reports
The accountant will charge $450 per report. The preparation of
sales tax returns and corporation tax returns or any additional
services requested will be billed on an hourly rate of $250.
Mr. Lean disclosed in a court filing that the firm is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Bruce Arthur Lean, CPA
1948 Leonard Lane
Merrick, NY 11566
Phone: 516-868-3330
Fax: 516-977-5385
About Aqua Shield
Aqua Shield, Inc., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-73191) on Oct. 16,
2020. The case was eventually transferred to the appropriate
office under Case No. 20-43635. Judge Nancy Lord oversees the
case.
At the time of the filing, the Debtor had estimated assets of
between $100,001 and $500,000 and liabilities of between $500,001
and $1 million.
The Debtor is represented by the Law Offices of Alla Kachan, P.C.
Bruce Arthur Lean, CPA serves as the Debtor's accountant.
ARETE LAND: Case Summary & 20 Largest Unsecured Creditors
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Debtor: Arete Land Company, LLC
DBA Bear Lake Surf Club
DBA Bear Lake Candy Company
DBA Bear Lake Shake
967 West Center Street
Orem, UT 84057
Business Description: Arete Land Company, LLC operates in the
traveler accommodation industry.
Chapter 11 Petition Date: February 9, 2021
Court: United States Bankruptcy Court
District of Utah
Case No.: 21-20488
Judge: Hon. William T. Thurman
Debtor's Counsel: Andres Diaz, Esq.
DIAZ & LARSEN
307 West 200 South, Suite 3003
Salt Lake City, UT 84101
Tel: (801) 596-1661
Fax: (801) 359-6803
E-mail: courtmail@adexpresslaw.com
Total Assets as of Jan. 31, 2021: $4,184,852
Total Liabilities as of Jan. 31, 2021: $3,469,900
The petition was signed by Christofer Shurian, manager.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at at PacerMonitor.com at:
https://www.pacermonitor.com/view/GIBTG3I/Arete_Land_Company_LLC__utbke-21-20488__0001.0.pdf?mcid=tGE4TAMA
ARTISAN BUILDERS: Updates Deed of Trust Assigned to Beech Ridge
---------------------------------------------------------------
Artisan Builders, LLC, filed a First Amended Plan of Reorganization
and a corresponding Disclosure Statement on Feb. 2, 2021.
The Debtor owns a six-lot project known as 2250 N. 28th Street,
Phoenix, Arizona, acquired February 2019. The acquisition price
was $350,000 financed by ASFC which holds a first position deed of
trust to secure the amount of $1.3 million, including funds for
development. REFCO holds a junior lien in second position. A
portion of this deed of trust has been assigned to Beech Ridge,
LLC, and to secure a loan made to Debtor of $50,000. The Nirmal
Trust holds a third position deed of trust for a loan of $100,000.
KJAM, LLC, holds a fourth position deed of trust for a loan of
$100,000. This project has been listed for sale.
Class 5 consists of (A) the first position secured claim of ASFC;
(B) the second position secured claim of REFCO of which a portion
has been assigned to Beech Ridge, LLC, to secure its $50,000 loan;
(C) the third position secured claim of the Nirmal Trust; and (D)
the fourth position secured claim of KJAM, LLC.
The Class 5(A) claimant holds a first position deed of trust in the
original principal amount of $1.3 million plus interest. If the
sales proceeds satisfy the Class 5(A) claimant in full, and if
sales proceeds still remain, they will be paid first to the other
Class 5(B) claimant, Beech Ridge, LLC, and, if funds still exist
thereafter, to the Class 5(C) and then Class 5(D) creditor. If
there are insufficient sales proceeds to satisfy Class 5(B) as to
Beech Ridge, LLC, and/or Class 5(C) and/or 5(D) in full, such
creditors will have a Class 11 unsecured claim in the amount by
which its secured claim is not fully paid and to be paid on a
pro-rata basis, as discussed below. Any net sales proceeds
realized after payment of secured claims 5(A), (B), (C) and (D)
will be used to pay administrative claims, Class 1, and Class 11
unsecured claims.
Like in the prior iteration of the Plan, all allowed unsecured
claims under Class 11 will be paid on a pro-rata basis within 120
days following the last of the sale of Debtor's real property.
Equity interests in Debtor will, following the sale of Debtor's
real property and distributions, have their interests canceled.
The funds needed to comply with Debtor's Chapter 11 Plan shall come
from the sale of Debtor's real property.
A full-text copy of the First Amended Disclosure Statement dated
February 2, 2021, is available at https://bit.ly/3tH4EGb from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
The Kozub Law Group, PLC
Richard W. Hundley
7537 East McDonald Drive
Scottsdale, Arizona 85250
About Artisan Builders
Artisan Builders, LLC, located at 17916 N. 93rd Street, Scottsdale,
Arizona, is a full-service general contractor specializing in
custom homes.
Artisan Builders sought Chapter 11 protection (Bankr. D. Ariz. Case
No. 20-07501) on June 24, 2020.
In the petition signed by James Guajardo, manager, the Debtor
estimated assets and liabilities in the range of $1 million to $10
million.
The Debtor tapped Richard W. Hundley, Esq., at The Kozub Law Group,
PLC, as counsel.
In October 2020, the Court approved Urban Blue Realty, LLC, and
Nicolas Blue as broker.
AUGUSTA INVESTMENTS: Seeks to Hire Gorzynski Uglow as Accountant
----------------------------------------------------------------
Augusta Investments Corporation seeks approval from the U.S.
Bankruptcy Court for the Middle District of Florida to employ
Gorzynski Uglow & Farrell, PC as its accountant.
The Debtor requires an accountant to create and maintain records of
monthly and annual income and expenses, prepare federal and state
tax returns, and provide other accounting services to assist the
Debtor in its Chapter 11 case.
The firm will be paid at these rates:
John G. Morgante, CPA $125 per hour
James Gorzynski, CPA $250 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
John Morgante, a partner at Gorzynski Uglow, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John G. Morgante
Gorzynski Uglow & Farrell, PC
33 East Main Street
North East, PA 16428
Tel: (814) 725-8625
About Augusta Investments Corporation
Augusta Investments Corporation is a privately held company in the
traveler accommodation industry.
Augusta Investments sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06630) on Dec. 1,
2020. In the petition signed by Marco Kozlowski, managing member,
the Debtor disclosed between $1 million and $10 million in both
assets and liabilities.
Judge Karen S. Jennemann oversees the case. Bartolone Law, PLLC
serves as the Debtor's legal counsel.
AYNOYD INC: Involuntary Chapter 11 Case Summary
-----------------------------------------------
Alleged Debtor: Aynoyd Inc.
1759 East 10th Street
Brooklyn, NY 11223
Involuntary Chapter 11
Petition Date: February 5, 2021
Court: United States Bankruptcy Court
Eastern District of New York
Case Number: 21-40305
Judge: Hon. Nancy Hershey Lord
Petitioner: Adam Boyna
1909 New York Avenue
Brooklyn, NY 11210
Petitioner's
Claim Amount &
Nature of Claim: $18,750 (Debt)
A full-text copy of the Involuntary Petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/UOSO6YY/Aynoyd_Inc__nyebke-21-40305__0001.0.pdf?mcid=tGE4TAMA
BLUE SPRUCE: Case Summary & 3 Unsecured Creditors
-------------------------------------------------
Debtor: Blue Spruce Corporation
2245 New England Thruway
Bronx, NY 10475
Business Description: Blue Spruce Corporation is engaged in
activities related to real estate.
Chapter 11 Petition Date: February 9, 2021
Court: United States Bankruptcy Court
Southern District of New York
Case No.: 21-10255
Judge: Hon. Shelley C. Chapman
Debtor's Counsel: Kenneth M. Lewis, Esq.
WHITEFORD, TAYLOR & PRESTON LLP
220 White Plains Road
Second Floor
Tarrytown, NY 10591
Tel: (914) 761-8400
E-mail: klewis@wtplaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $100,000 to $500,000
The petition was signed by Anthony M. Rusciano, president.
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/HBH4Y3I/Blue_Spruce_Corporation__nysbke-21-10255__0001.0.pdf?mcid=tGE4TAMA
BLUE TREE HOLDINGS: Fitch Gives First-Time 'BB-' LongTerm IDR
-------------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) to Blue Tree Holdings, Inc., and its operating
subsidiaries Bamberger Polymers Corp., and Ravago Holdings America,
Inc. of 'BB-'. Fitch has also assigned ratings of 'BB+'/'RR1' to
the ABL and a 'BB'/'RR2' the first-lien secured term loan, which
were co-issued by Blue Tree, Bamberger, and Ravago. The Rating
Outlook is Stable.
Proceeds from the term loan and ABL will go toward refinancing the
company's existing debt and making a $250 million distribution to
the parent, which will be used to fund its European operations.
Fitch expects management to continue to focus on adding additional
product lines and expanding the company's offerings within polymers
throughout the ratings horizon. In conjunction with the
distribution, Blue Tree is issuing a seven-year, $325 million term
loan.
The 'BB-' rating reflects the company's leading position in polymer
distribution, its flexible and scalable operating model, solid FCF
generation, strong relationship with suppliers, commodity exposure
and expectations of deleveraging following the distribution to the
parent.
Fitch believes that the company's volumetric stability and stable
cash generation throughout the coronavirus pandemic is indicative
of its strong relationship with suppliers and diversification
across end markets. To the extent that the company applies its
consistently positive cash flow toward reducing its ABL balance,
bolt-on M&A, and growth Capex related to strengthening its
value-add offerings, Fitch believes that Blue Tree's operating
profile will remain strong and its credit risk manageable
throughout the ratings horizon.
KEY RATING DRIVERS
Bamberger Acquisition: Blue Tree Holdings has acquired Bamberger
Polymers Corp. The acquisition and subsequent distribution are
largely meant to optimize organizational and capital structure,
with Bamberger having been first acquired by the ownership group in
2018. Fitch views the ownership group's willingness to separately
finance the acquisition and keep the companies separate until such
a time as the financing structure could be optimized as measured
and supportive of the credit profile.
Fragmented Market Provides Opportunity: The global chemical
distribution market is highly fragmented, with an estimated market
size of roughly $200 billion and where the top two distributors
account for only about 10% of the market. Benefiting from size,
scale and diversification within polymers, Blue Tree is better able
to navigate logistical challenges and counterparty risk than
smaller competitors. Fitch believes that the company is likely to
continue to pursue value-add services like packaging and storing,
as well as adjacent capabilities, in order to position itself as a
clear low-cost option for major petrochemical suppliers.
Impact from the coronavirus pandemic: Blue Tree's revenues and
absolute profits are sensitive to macroeconomic factors given the
correlation of chemicals demand to changes in overall economic
activity. However, while the company's revenues declined in 2020
due to weak auto and housing markets, margins remained resilient
and sales volumes were roughly flat from 2019.
Blue Tree's strong relationship with suppliers allowed them to
capture a relatively larger proportion of supply than many of its
competitors, and as a result the company was able to grow share
throughout 2020. Fitch notes that during the global financial
crisis, the company generated strong FCF despite adverse
macroeconomic cycles and volatile raw material prices due in large
part to its countercyclical working capital profile.
Solid, Stable FCF: Blue Tree's strong relationships with customers
and countercyclical working capital have resulted in strong, stable
cash generation through the cycle. The company's manufacturing
capabilities add value on both the supplier and consumer side,
which alongside the company's disciplined approach to capital
deployment are supportive of the company's credit profile. Fitch
believes that Blue Tree will allocate cash flow toward a mix of
capital projects which expand the company's value-add services and
debt reduction, most likely through ABL paydown, such that they can
comfortably operate with total debt with equity credit/operating
EBITDA of around 3.5x
DERIVATION SUMMARY
Blue Tree is the largest North American polymer distributor in a
fragmented industry. Relative to Univar (BB/Positive), Blue Tree is
smaller, with a narrower product portfolio. Beyond chemicals, Fitch
compares Blue Tree to IT distributors Ingram Micro, Inc.
(BBB-/Ratings Watch Negative) and Arrow Electronics, Inc.
(BBB-/Stable), and metals distributor Reliance Steel and Aluminium
Co. (BBB/Stable).
Each of these distributors benefits from significant size, scale
and diversification compared with peers within their markets. Fitch
believes the fragmented nature of, and potential for, continued
outsourcing within chemicals distribution provides distributors
like Blue Tree and Univar a unique opportunity to increase market
share and capture potential market expansion.
Fitch views cash flow risk within the distribution industry as
relatively low compared with chemicals producers, given the limited
commodity price risk, diversification of customers and end-markets,
low annual capex requirements of 1%-2% annually, and working
capital benefits in the current down cycle. While technology and
metals distribution market risks differ, the overall operating
performances and cash flow resiliency are similar, with FCF margins
for these distribution peers averaging in the low-to-mid-single
digits over the past five years.
Fitch expects management to direct cash flows toward modest gross
debt reduction and bolt-on M&A, leading to gross leverage falling
to around 3.5x. Fitch views this leverage profile to be consistent
with 'BB-' rating tolerances.
Fitch notes that the Ratings Watch Negative for Ingram Micro Inc.
follows the recent announcement that Platinum Equity had entered
into a definitive agreement to acquire IM from current owner, HNA
Group, in a transaction valued at $7.2 billion. The Rating Watch
Negative (RWN) reflects Fitch's expectation that a standard
financing package for the private equity-sponsored transaction is
likely to lead to an increase in leverage. Fitch would resolve the
RWN upon the release of financing details.
KEY ASSUMPTIONS
-- Weak auto and construction end markets in the near-term.
Subsequent volume growth driven by growing polyethylene
supply;
-- Modest margin expansion;
-- Solid FCF generation throughout forecast, supported early in
the forecast by countercyclical working capital;
-- FCF allocated primarily toward bolt-on M&A and gross debt
reduction.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Gross debt reduction and steady EBITDA growth, leading to
Total Debt with Equity Credit/Operating EBITDA durably below
3.25x or FFO Adjusted Leverage durably below 4.25x;
-- Continued investment in additional product lines and ancillary
services, further strengthening relationships with suppliers
and customers;
-- Demonstrated ability to generate solid free cash flow during
periods of depressed earnings;
-- Demonstrated track record of adherence to capital allocation
priorities and financial policy targets.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Harsher than expected competition and/or poor cost control
efforts, leading to Total Debt with Equity Credit/Operating
EBITDA durably above 3.75x or FFO Adjusted Leverage durably
above 4.75x;
-- Deterioration in the company's relationships with suppliers,
leading to eroding market share;
-- Continually strained operating environment, leading to a
strained earnings profile and reductions in the borrowing
base, resulting in pressured liquidity;
-- More aggressive than expected financial policy, representing a
departure from historical norms.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: Following the debt-funded distribution, the
company will face limited maturities until the ABL matures in 2026
(followed by the Term Loan in 2028). The $870 million ABL -
estimated by management to be drawn by just over $300 million at
close - will be used to support the company's working capital
needs.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
BOUCHARD TRANSPORTATION: Wins April 26 Plan Exclusivity Extension
-----------------------------------------------------------------
Judge David R. Jones of the U.S. Bankruptcy Court for the Southern
District of Texas, Houston Division extended the periods within
which Debtors Bouchard Transportation Corporation and its
affiliates have the exclusive right to file a Chapter 11 plan
through and including April 26, 2021, and to solicit acceptances
through and including June 25, 2021.
The Debtors' chapter 11 process is working as intended to give the
Debtors' access to a critical "breathing spell" to raise necessary
financing and address operational matters, align stakeholders, and
maximize value for the Debtors' estates. And since the Petition
Date, the Debtors have used the breathing spell afforded by the
automatic stay to stabilize the business, raise necessary
financing, hire and re-hire key personnel, implement repairs to the
fleet, advance the process towards earning back a document of
compliance ("DOC") and related safety certifications, and otherwise
address key operational matters, among other things.
The Debtors have also obtained final approval of their DIP
financing and successfully negotiated the consensual use of
collateral with the prepetition secured parties. In the meantime,
the Debtors have engaged with maritime lienholders, other trade
creditors, and additional key stakeholders in an effort to resolve
allowed claims and build consensus around the terms of the Debtors'
restructuring and ultimate emergence from chapter 11. Due to the
circumstances surrounding the Debtors' chapter 11 cases—including
the pendency of the DOC and related safety certification
process—these discussions are still in the early stages.
Notwithstanding the substantial progress made to date, certain key
operational matters must be resolved before the Debtors can emerge
from chapter 11. Most critically, the Debtors are working towards
timely obtaining a DOC that will enable them to return to ordinary
course operations. Whether a DOC can be obtained will substantially
inform the Debtors' path to exit from these chapter 11
cases—ideally as a going-concern reorganization that maximizes
recoveries for all parties in interest and positions the business
for long-term success. The Debtors' goal continues to be to pay all
unsecured creditors in full on account of allowed claims.
Thus, the extension would ensure continued runway to address key
operational items, including the pending DOC and safety
certification process, facilitate negotiations with stakeholders on
remaining issues, and maximize the value of the business and
creditor recoveries, all while avoiding the disruptive effects of
competing chapter 11 plans.
A copy of the Debtors' Motion to extend is available from
PacerMonitor.com at https://bit.ly/3aHyfqy at no extra charge.
A copy of the Court's Extension Order is available from
PacerMonitor.com at https://bit.ly/3awHuto at no extra charge.
About Bouchard Transportation
Founded in 1918, Bouchard Transportation Co., Inc's first cargo was
a shipment of coal. By 1931, Bouchard acquired its first oil barge.
Over the past 100 years and five generations later, Bouchard has
expanded its fleet, which now consists of 25 barges and 26 tugs of
various sizes, capacities, and capabilities, with services
operating in the United States, Canada, and the Caribbean. Bouchard
remains dedicated to continuing the rich heritage of barging
expertise and family pride well into the future.
Bouchard and certain of its affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 20-34682) on September 28, 2020.
At the time of the filing, the Debtors had estimated assets of
between $500 million and $1 billion and liabilities of between $100
million and $500 million.
Judge David R. Jones oversees the case. The Debtors tapped Kirkland
& Ellis LLP, Kirkland & Ellis International LLP, and Jackson Walker
LLP as their legal counsel; Portage Point Partners, LLC as
restructuring advisor; and Jefferies LLC as an investment banker.
Stretto is the claims agent.
BUCCANEER INTERMEDIATE: S&P Affirms 'B-' ICR, Alters Outlook to Neg
-------------------------------------------------------------------
S&P Global Ratings revised its rating outlook on Buccaneer
Intermediate Holdco Ltd. (also known as Signant Health) to stable
from negative. At the same time, S&P affirmed its 'B-' issuer
credit rating and 'B-' rating on Buccaneer's first-lien loan.
The outlook revision reflects solid cash flow generation during the
pandemic, strong bookings growth, and improved liquidity. Prior to
the government-mandated lockdowns and a moratorium of elective
procedures, Signant's bookings trends were weak and cash flow
generation was uneven. S&P was concerned that the pandemic would
slow down clinical trials and general economic activity and cause
Signant's free cash flow deficits to widen. However, despite the
pandemic, bookings have grown around 60% in the first half of
fiscal 2021 (ending March 31, 2021), driven by customer expansion
in neuroscience and electronic clinical outcomes assessment (eCOA)
activity in top 20 pharma clients. The backlog has grown, which
bodes well for future growth and cash flow generation. Moreover,
the company has obtained a new $60 million incremental term loan in
November 2020, providing additional liquidity. Buccaneer used the
term loan to pay for the acquisition of VirTrial and SCRS as well
as to reduce the revolver balance.
The 'B-' rating continues to reflect the company's high leverage,
low free cash flow generation, and its small scale despite a
leading position in the niche eCOA market. It also reflects high
client concentration with the top five customers representing about
35% of net bookings. However, it has a strong customer-retention
history. Growth in the eCOA segment has recently trailed our
expectations, S&P believes, because of increasing competition. S&P
still believes industry tailwinds, including the benefits of
electronic data capture, increasing pharma outsourcing activities,
and more complex clinical trials that require more customized
questionnaire design and better rater trainings, should support
long-term growth.
S&P said, "For fiscal 2022 (ending March 31, 2022), we expect 10%
revenue growth (driven by organic growth and recent acquisitions)
and for the company to produce 25%-35% growth in adjusted EBITDA.
We expect cash flow to reach about $15 million-$20 million.
However, we expect leverage to continue to be high, exceeding 8x.
The company is owned by a financial sponsor and we believe its
financial policy will remain aggressive and that the company will
prioritize acquisitions and shareholder returns over leverage
reduction.
"The stable outlook reflects our expectation of revenue and EBITDA
expansion and positive cash flow generation, despite high
leverage.
"We could consider lowering the rating if cash flow generation is
persistently negative. This could occur if market activity slows
down or operational issues cause revenue or EBITDA to decline, at
which point we could consider the capital structure to be
unsustainable.
"We could consider an upgrade if Buccaneer is able to steadily
improve its cash flow such that free operating cash flow (FOCF) to
debt is sustained above 3% and FOCF generation is consistently
above $30 million."
CARLA'S PASTA: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carla's Pasta, Inc.
50 Talbot Lane
South Windsor, CT 06074
Business Description: Carla's Pasta, Inc. --
http://www.carlaspasta.com-- is a
Connecticut corporation that was formed on
Nov. 9, 1978. Carla's Pasta
manufactures food products including pasta
sheets, tortellini, ravioli, and steam bag
meals for branded and private label retail,
foodservice distributors, and restaurants.
Chapter 11 Petition Date: February 8, 2021
Court: United States Bankruptcy Court
District of Connecticut
Case No.: 21-20111
Judge: Hon. James J. Tancredi
Debtor's Counsel: Tara L. Trifon, Esq.
LOCKE LORD LLP
20 Church Street
20th Floor
Hartford, CT 06103
Tel: 860-541-7740
E-mail: tara.trifon@lockelord.com
- and -
Adrienne K. Walker, Esq.
LOCKE LORD LLP
111 Huntington Avenue
Boston, MA 02199
Tel: 617-239-0211
E-mail: awalker@lockelord.com
Debtor's
Chief
Restructuring
Officer: SANDEEP GUPTA
NOVA ADVISORS
Debtor'
Exclusive
Investment
Banker: COWEN & CO.
Debtor's
Notice &
Claims
Agent: STRETTO LLC
https://cases.stretto.com/CarlasPasta/court-docket/
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $50 million to $100 million
The petition was signed by Carla Squatrito, chief executive
officer.
A copy of the petition is available for free at PacerMonitor.com
at:
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. AFS Technologies, Inc. Administrative $100,713
PO Box 53573
Phoenix, AZ
85072-3573
2. Ardent Mills, LLC Ingredient $135,970
11 ConAgra Drive
Omaha, NE
68102-5009
3. Barry Group Inc Ingredient $117,672
39845 Treasury Center
Chicago, IL
60694-9800
4. Blount Fine Foods Corp. Ingredient $182,948
630 Currant Road
Fall River, MA 02720
5. Deb El Food Products Ingredient $58,782
2 Papetti Plaza
Elizabeth, NJ
07207-0876
6. Doosan Energy Utility $349,750
Solutions Americ
195 Governor's Highway
South Windsor, CT 06074
7. Eversource-Electricity Utility $192,133
PO Box 56002
Boston, MA
02205-6002
8. Interstate Logistics Systems Freight $82,233
PO Box 10
Mountain View, WY 82939
9. Jear Logistics, LLC Freight $77,605
PO Box 1348
Mt Pleasant, SC
29465
10. Map Foodservice Broker $57,511
22 Regent Street
Manchester, CT 06042
11. Newly Weds Foods, Inc. Ingredient $99,512
Corporate Headquarters
4140 W. Fullerton Avenue
Chicago, IL 60639
12. Ornua Ingredients Ingredient $71,300
North Americ
N7630 County Hwy BB
Hilbert, WI 54129
13. Packers Sanitation Services Manufacturing $535,043
1010 East Supplier
Washington Street, Suite 202
Mount Pleasant, IA 52641
14. Pearson Packaging System Manufacturing $81,782
8120 W Sunset Hwy Supplier
Spokane, WA 99224
15. Specialty Packaging, LLC Packaging $2,156,248
47 Leggett Street
East Hartford, CT 06108
16. The Metropolitan District Utility $274,384
555 Main Street
P.O. Box 800
Hartford, CT
06142-0800
17. Total Quality Logistics Freight $58,352
PO Box 634558
Cincinnati, OH
45263-4558
18. Turri's Italian Foods, Inc. Ingredient $598,043
16695 Common Road
Roseville, MI 48066
19. Wade's Dairy Ingredient $97,440
1316 Barnum Avenue
Bridgeport, CT 06610
20. Zeisler & Zeisler PC Professional $72,391
10 Middle Street
15th floor
Bridgeport, CT 06604
CENTURIA FOODS: Hires Hutchison & Steffen as Special Counsel
------------------------------------------------------------
Centuria Foods, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Nevada to employ Hutchison & Steffen as its
special counsel.
The firm will provide legal services to the Debtor in any
litigation matters retroactive to the commencement of the Chapter
11 case. The firm will also assist the bankruptcy counsel with
respect to the potential review and litigation of claims of certain
creditors involved in the case.
The firm will be paid at the rates of $220 to $500 per hour and
will be reimbursed for out-of-pocket expenses incurred.
The retainer fee is $7,500.
Mark Hutchison, Esq., a partner at Hutchison & Steffen, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Mark A. Hutchison, Esq.
Hutchison & Steffen
10080 West Alta Drive, Suite 200
Las Vegas, NV 89145
Tel: (402) 385-2500
About Centuria Foods Inc.
Centuria Foods -- https://centuriafoods.com -- manufactures and
sells a full-spectrum of CBD oil products.
Centuria Foods filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Nev. Case No.
21-50046) on Jan. 20, 2021. The petition was signed by Slavik
Nenaydokh, officer, director and designated responsible person.
At the time of filing, the Debtor diclosed $1 million to $10
million in both assets and liabilities.
Judge Bruce T. Beesley presides over the case.
Larson & Zirzow, LLC and Hutchison & Steffen serve as the Debtor's
bankruptcy counsel and special counsel, respectively.
CHAMPION PROPERTY: Case Summary & 3 Unsecured Creditors
-------------------------------------------------------
Debtor: Champion Property Holdings, LLC
873 Salem Church
Road Newark, DE 19702
Chapter 11 Petition Date: February 10, 2021
Court: United States Bankruptcy Court
District of Delaware
Case No.: 21-10396
Judge: Hon. John T. Dorsey
Debtor's Counsel: Charles J. Brown, III, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Tel: 302-425-5813
Fax: 302-425-5814
E-mail: cbrown@gsbblaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Stuart Anglin, sole member and manager.
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/WAFO5JI/Champion_Property_Holdings_LLC__debke-21-10396__0001.0.pdf?mcid=tGE4TAMA
CHESAPEAKE ENERGY: Successfully Emerges From Chapter 11 Protection
------------------------------------------------------------------
Chesapeake Energy Corporation (NASDAQ: CHK) announced Feb. 9, 2021,
that it has successfully concluded its restructuring process and
emerged from Chapter 11, satisfying all conditions precedent under
its Plan of Reorganization. Highlights of the reorganized
Chesapeake include:
* Anticipated cumulative free cash flow of more than $2 billion
over the next five years, providing stability and optionality to
return cash to shareholders
* Targeting long-term net debt to EBITDAX ratio of less than 1.0
times
* Issued $1 billion senior unsecured notes at a weighted average
coupon of less than 5.7%
* Disciplined capital reinvestment strategy of 60% to 70% of
cash flow; 2021 activity focused on world-class natural gas assets
* The permanent elimination of over $1 billion in annual cash
costs from 2019 levels with opportunities for additional
reductions; top-quartile operating performance metrics vs. peer
group
* Commitment to achieving net-zero GHG direct emissions by 2035,
eliminating routine flaring on all wells completed on a go-forward
basis, and meaningfully reducing methane and GHG intensity by 2025
* New Board of Directors nominated by long-term value-focused
equity holders; newly formed ESG Committee dedicated to ESG
oversight and excellence
Doug Lawler, Chesapeake's President and Chief Executive Officer,
commented, "Today marks a new day for Chesapeake. We have
fundamentally reset our business, and with an improved capital and
cost structure, disciplined approach to capital reinvestment,
diverse asset base and talented employees, we are poised to deliver
sustainable free cash flow for years to come. Additionally, our
unwavering resolve to leading a responsible energy future has never
been greater, and our pledge to achieve net zero GHG direct
emissions by 2035, eliminate routine flaring on new completions
immediately, and significantly reduce our methane and GHG emission
intensity by 2025, place Chesapeake on a path toward setting a new
standard of environmental excellence in our industry."
Michael Wichterich, Chairman of Chesapeake's Board of Directors,
commented "The new Board of Directors and I look forward to working
with Doug and the entire Chesapeake team to build an enduring
enterprise which creates sustainable value for our stakeholders by
efficiently producing low-cost energy under the strictest
environmental, social, and governance standards."
Mr. Lawler added, "As we look ahead, maintaining the strength of
our balance sheet, our cost leadership position, and our steadfast
commitment to delivering consistent returns, while lowering our
emissions profile will be paramount to our success."
New Common Equity
Under the court-approved Plan, approximately $7.8 billion of debt
has been equitized, and the company's preferred and common equity
interests have been cancelled as of February 9, 2021.
The company's new common shares will be listed on the NASDAQ
Exchange under the ticker symbol "CHK," and are expected to
commence trading on February 10, 2021. At emergence, Chesapeake
will have approximately 100 million new common shares issued and
outstanding, with additional shares to be issued upon exercise of
three tranches of warrants, each with exercise provisions. The new
warrants will also be listed on the NASDAQ Exchange under the
ticker symbols "CHKEW" for the Series A warrants, "CHKEZ" for the
Series B warrants and "CHKEL" for the Series C warrants.
Debt and Liquidity Update
As of February 9, 2021, Chesapeake's principal amount of debt
outstanding was approximately $1,271 million, compared to $9,095
million as of June 30, 2020.
Balance at Balance at
Debt June 30, 2020 ($Mil.) Feb. 9, 2021 ($Mil.)
---- --------------------- --------------------
Senior Secured Debt $3,429 $271
Total Secured Debt $5,759 $271
Total Unsecured Debt $3,336 $1,000
------- -------
Total Funded Debt $9,095 $1,271
Balance at Balance at
Preferred Equity June 30, 2020 ($Mil.) Feb. 9, 2021 ($Mil.)
---------------- --------------------- --------------------
5.75% Cumulative
Non-Voting Convertible
Preferred Stock (Series A) $423 --
5.75% Cumulative
Non-Voting
Convertible
Preferred Stock $771 --
4.50% Cumulative
Convertible
Preferred Stock $256 --
5.00% Cumulative
Convertible
Preferred Stock
(Series 2005B) $181 --
Upon emergence, the company entered into a credit facility with a
$2.5 billion borrowing base, consisting of a $221 million
non-revolving loan facility (maturing 2025) and a $1,750 million
revolving loan facility (maturing 2024). Chesapeake had
approximately $50 million borrowed on the facility at February 9,
2021, as well as $51 million reserved for undrawn letters of credit
outstanding. On February 5, 2021, Chesapeake issued $1 billion of
new senior unsecured notes which replaced the committed exit first
lien last out term loan the company had negotiated for in
connection with filing for Chapter 11.
Operations Update
Chesapeake's average daily production for the 2020 fourth quarter
was approximately 435,000 barrels of oil equivalent (boe), and it
projects its full year 2021 average daily production to be
approximately 427,000 boe. The company's planned capital
expenditures for 2021 includes operating an average of six rigs and
two stimulation crews with an estimated spend of approximately $700
million. Additional information about our strategy and 2021 outlook
may be found on the company's website at
http://investors.chk.com/presentations
New Board of Directors
In accordance with the Plan, a new Board of Directors was appointed
and includes Chairman Michael Wichterich, Timothy S. Duncan,
Benjamin C. Duster, IV, Sarah Emerson, Matthew M. Gallagher, Brian
Steck and Doug Lawler. The Board is establishing the company's
first Environmental and Social Governance Committee dedicated to
ESG oversight and excellence. Biographies for the new board members
can be found on the company's website at
http://www.chk.com/about/board-of-directors.
About Chesapeake Energy Corp.
Headquartered in Oklahoma City, Chesapeake Energy Corporation's
(NASDAQ: CHK) operations are focused on discovering and responsibly
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.
CL OF BOSSIER: Case Summary & 19 Unsecured Creditors
----------------------------------------------------
Debtor: CL of Bossier, LLC
DBA Big Country of Bosier City
1003 Gould Drive
Bossier City, LA 71111
Chapter 11 Petition Date: February 9, 2021
Court: United States Bankruptcy Court
Western District of Louisiana
Case No.: 21-10114
Judge: Hon. John S. Hodge
Debtor's Counsel: Ralph Scott Bowie, Esq.
BOWIE & BERESKO, APLC
400 Travis St, Suite 700
Shreveport, LA 71101
Tel: 318-221-0600
E-mail: rsbowie@msn.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chad Fangue, member manager.
A copy of the petition containing, among other items, a list of the
Debtor's 19 unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NIMNQPY/CL_of_Bossier_LLC__lawbke-21-10114__0001.0.pdf?mcid=tGE4TAMA
CLEAR INVESTIGATIVE: Seeks to Hire Eric A. Liepins as Counsel
-------------------------------------------------------------
Clear Investigative Advantage, LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to employ Eric
A. Liepins, P.C. as its legal counsel.
The Debtor requires legal assistance to orderly liquidate its
assets, reorganize the claims of its Chapter 11 estate, and
determine the validity of claims asserted in the estate.
The firm will be paid at these rates:
Eric Liepins, Esq. $275 per hour
Paralegals/Legal Assistants $30 - $50 per hour
Liepins received a retainer of $5,000, plus the filing fee. The
firm will also be reimbursed for out-of-pocket expenses incurred.
Eric Liepins, Esq., disclosed in court filings that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Eric A. Liepins, Esq.
Eric A. Liepins, P.C.
12770 Coit Road, Suite 1100
Dallas, TX 75251
Telephone: (972) 991-5591
Facsimile: (972) 991-5788
Email: eric@ealpc.com
About Clear Investigative Advantage
Clear Investigative Advantage, LLC, a Frisco, Texas-based licensed
private investigative firm, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Texas Case No.
21-40139) on Jan. 29, 2021. Jason Johnston, chief executive
officer, signed the petition.
At the time of filing, the Debtor disclosed $205,489 in assets and
$2,255,555 in liabilities.
Eric A. Liepins, P.C. is the Debtor's bankruptcy counsel.
CLEVELAND-CLIFFS INC: Fitch Rates New $1-Bil. Unsecured Notes 'B'
-----------------------------------------------------------------
Fitch Ratings has rated Cleveland-Cliffs Inc.'s (CLF) new $1
billion senior unsecured guaranteed notes 'B'/'RR4'. Proceeds will
be used to repay a combination of its senior secured notes due
2024, 6.375% senior unsecured notes due 2025 and AK Steel
Corporation notes due 2021, 2023 and 2025 with excess proceeds used
to repay borrowings under its ABL facility.
In addition, CLF intends to use proceeds from a recent equity
offering, along with cash on hand, to redeem up to approximately
$334 million of the 9.875% senior secured notes due 2025. The
company intends to use any remaining proceeds from such redemption
to reduce borrowings under its ABL facility.
CLF's ratings reflect its vertical integrated operating profile,
its self-sufficiency in iron ore, its focus on higher value-added
steel production and its electric arc furnace (EAF)-focused,
Toledo, OH-based hot briquetted iron (HBI) facility. Fitch believes
Cliffs' internal requirements provide a stable source of iron ore
demand. Cliffs' ratings also reflect subsidiary AK Steel's focus on
higher value-added steels, which have higher barriers to entry,
fixed-price contracts and premium pricing and are less susceptible
to imports.
Rating concerns include Cliffs' high exposure to the automotive
market, which Fitch expects to continue to be negatively affected
by the coronavirus pandemic in 2021, resulting in lower shipments
compared with 2019, however, Fitch expects significantly higher
EBITDA and significantly lower leverage in 2021 compared with 2020.
Fitch expects the acquisition to increase end-market
diversification and lower Cliffs' concentration in the auto market,
which Fitch views as a credit positive. However, auto market
exposure will remain relatively high.
Fitch also expects total debt to EBITDA to be significantly lower
in 2021 compared with 2020 and to trend lower over the rating
horizon as the economy and steel fundamentals recover, combined
with the addition of AM USA operations. Fitch forecasts Cliffs to
have adequate liquidity and the company has no material maturities
until 2024. However, Fitch views this as partially offset by
expectations for slightly elevated total debt to EBITDA in 2021 and
high interest and pension expenses, including the assumption of
$1.47 billion in pension/other post-employment benefit (OPEB)
obligations from AM USA.
KEY RATING DRIVERS
AM USA Acquisition: Cliffs closed the acquisition of ArcelorMittal
USA's operations for approximately $1.4 billion with a combination
of $500 million of Cliffs' common stock, $373 million of nonvoting
preferred stock and $505 million in cash. Fitch views the
acquisition as a credit positive, as it is deleveraging, creates
the opportunity for debt reduction and results in increased size,
scale and end-market diversification. CLF is now the largest
flat-rolled steel producer and largest iron ore pellet producer in
North America.
The transaction is also expected to improve liquidity, as the ABL
facility has been increased to $3.5 billion from $2.0 billion.
Fitch believes total debt to operating EBITDA could trend to 3.5x
or below by YE 2022 if Cliffs utilizes excess cash to reduce debt.
Lower Concentration in Auto: Approximately 66% of AK Steel's 2019
sales were to the automotive market, whereas roughly 27% of AM
USA's 2019 sales were to the automotive market. Fitch views the
increased end-market diversification and reduced concentration in
the auto market positively. However, Cliffs will still have
relatively high auto market exposure pro forma the acquisition and
auto demand declined significantly in 2020, resulting in
significantly lower EBITDA generation and elevated leverage.
AK Steel is one of a few North American steel producers capable of
producing some of the most sophisticated grades of advanced
high-strength steels and value-added stainless steel products, and
the only producer of non-oriented electrical steel, a critical
component of hybrid/electric vehicles' motors. AK Steel also
produces steel grades critical to automotive light-weighting steel
trends, and it is well positioned longer term to benefit from an
auto recovery and the transition to electric cars.
AK Steel Merger: Cliffs consummated a merger with AK Steel, its
second-largest iron ore pellet customer, on March 13, 2020, at
which point AK Steel became Cliffs' wholly owned subsidiary.
Cliffs' debt outstanding increased by approximately $2.24 billion
in 1Q20, and Cliffs assumed significant pension obligations of AK
Steel as part of the merger. However, Fitch views the transaction
as relatively leverage-neutral on a normalized basis, with
additional earnings offsetting the increase in debt.
The transaction created an integrated steel producer that is more
than 100% self-sufficient in iron ore, resulting in the ability to
continue to make third-party iron ore pellet shipments. Fitch views
the transaction positively, as it expands Cliffs' customer base,
provides a captive source of demand for a portion of its iron ore
and creates the opportunity for synergies.
Liquidity/Debt Maturity Profile: Cliffs had cash and cash
equivalents of $56 million and $1.123 billion available under its
$2.0 billion ABL credit facility due 2025 as of Sept. 30, 2020.
Cliffs issued $1.075 billion in secured notes in 2Q20, of which
$736 million was used to reduce previously outstanding debt, while
$120 million was intended to be used to finance the construction of
its HBI production plant, resulting in $219 million of additional
liquidity. Cliffs has amended its ABL credit facility to increase
the facility to $3.5 billion from $2.0 billion following its
acquisition of AM USA assets.
Cliffs also announced plans to suspend future dividends due to the
pandemic's impact on operations, and it has the ability to defer
capex by approximately $200 million. Fitch views the marginal
increase in debt as offset by improved liquidity to weather a
period of weak demand. Fitch believes Cliffs will use excess cash
to reduce borrowings under its ABL credit facility as market
conditions improve, as evidenced by its $250 million reduction in
2Q20.
Vertically Integrated Business Model: Cliffs' merger with AK Steel
created a vertically integrated steel producer that is
self-sufficient in iron ore, which Fitch expects to improve steel
margins and provide the opportunity for synergies. Following its AM
USA acquisition, Cliffs has roughly 17 million tons of additional
steel capacity. The transaction creates the opportunity for further
synergies and additional operational flexibility.
HBI Strategy: EAF steel producers have been taking market share
from blast furnace producers in the U.S. As EAF steel producers
expand into higher value-added steel products, they will require a
higher quality, iron ore-based metallic, such as HBI, to produce
higher quality steel. Cliffs' strategy is to become a critical
supplier of HBI to EAFs, and it began construction on its Toledo
HBI plant as part of that strategy.
Cliffs spent approximately $1 billion to construct the HBI plant
and production of HBI began in December 2020. Cliffs expects annual
capacity to be approximately 1.9 million tonnes once the plant is
fully operational and to begin third-party shipments in 1Q21. HBI
can also be used internally by AK Steel's and ArcelorMittal USA's
blast furnaces to improve productivity.
Strong Operational Ties: Fitch has equalized the Issuer Default
Ratings of Cliffs and AK Steel given the vertical integration
between the entities, which results in strong operational and
strategic ties. Fitch believes AK Steel will continue to account
for a meaningful portion of Cliffs' iron ore production. Fitch
views Cliffs' financial performance as linked to AK Steel's, as the
steel and manufacturing segment will account for the majority of
the combined company's sales. Additionally, certain Cliffs notes
benefit from guarantees from AK Steel and some subsidiaries,
providing legal ties between the entities. Fitch believes
additional borrowing will be at the Cliffs level.
DERIVATION SUMMARY
Cliffs is comparable in size but less diversified compared with
integrated steel producer United States Steel Corporation
(B-/Negative) and smaller than globally diversified steel producer
ArcelorMittal S.A. (BB+/Negative). Cliffs is larger compared with
EAF long steel producer Commercial Metals Company (BB+/Stable) in
terms of steel capacity, although Cliffs has less favorable credit
metrics. Cliffs is also larger in terms of annual capacity,
although has less favorable credit metrics compared with EAF
producer Steel Dynamics, Inc. (BBB/Stable).
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Steel shipments decline significantly in 2020, recover in 2021
and approach approximately 16.5 million tons in 2023.
-- Capex of approximately $400 million in 2020, then roughly $500
million per year thereafter.
-- No dividends in 2020 after 1Q20, dividend reinstated in 2021.
-- No additional acquisitions or share repurchases through the
rating horizon.
Key Recovery Rating Assumptions
The recovery analysis assumes CLF would be reorganized as a going
concern (GC) in bankruptcy rather than liquidated. Fitch assumed a
10% administrative claim and assumed the ABL credit facility is 75%
drawn in the recovery analysis.
GC Approach
A hypothetical default scenario could be caused by a prolonged
recession or a period of prolonged low steel prices potentially
caused by a combination of weak demand and elevated imports. Fitch
assumed a bankruptcy scenario exit GC EBITDA of $1.25 billion. The
GC EBITDA estimate is reflective of a midcycle sustainable EBITDA
level upon which Fitch bases the enterprise valuation. The higher
GC EBITDA reflects CLF's acquisition of approximately 17 million
tons of steelmaking capacity. The $350 million of additional EBITDA
does not reflect $150 million of anticipated synergies.
Fitch generally applies EBITDA multiples that range from 4.0x to
6.0x for metals and mining issuers given the cyclical nature of
commodity prices. Fitch applied a 5.0x multiple to the GC EBITDA
estimate to calculate a post-reorganization enterprise value of
$4.05 billion after an assumed 10% administrative claim. The 5.0x
multiple compares with CLF's 5.6x acquisition multiple based off of
AK Steel's LTM-adjusted EBITDA as of Sept. 30, 2019.
The allocation of value in the liability waterfall results in a
Recovery Rating (RR) of 'RR1' for the first lien secured ABL credit
facility and the first lien secured notes, which results in a 'BB'
rating; an 'RR4' for the CLF senior unsecured guaranteed notes,
which results in a 'B' rating; and an 'RR6' for the CLF unsecured
notes not benefiting from guarantees; the AK Steel guaranteed
unsecured notes and the CLF convertible notes result in a 'CCC+'
rating. The unsecured convertible notes and unsecured 2040 notes do
not benefit from guarantees and are therefore subordinated in the
recovery waterfall.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Total debt to EBITDA sustained below 4.0x.
-- The expectation of sustained positive FCF.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt to EBITDA sustained above 5.0x.
-- Weaker than expected auto demand and/or a slower than
anticipated economic recovery resulting in sustained negative
FCF.
-- Deteriorating liquidity position.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: As of Sept. 30, 2020, CLF had $56 million in
cash and cash equivalents, and $1.715 billion available under its
$2.0 billion ABL credit facility due 2025. In 4Q20, CLF amended its
ABL which resulted in an increase in size to $3.5 billion from $2.0
billion. The ABL credit facility matures in 2025, or 91 days prior
to the stated maturity date of any portion of existing debt if the
aggregate amount of existing debt that matures on the 91st day is
greater than $100 million. The ABL credit facility is subject to a
springing 1.0x minimum fixed-charge coverage covenant when
availability is less than the greater of (i) 10% of the lesser of
(a) the maximum ABL amount (currently $2 billion) and (b) the
borrowing base; and (ii) $100 million. CLF suspended its dividend
and has no material maturities until 2024, but it has pension
expense obligations.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
COLEMAN BREWING: Seeks to Hire Craig M. Geno as Legal Counsel
-------------------------------------------------------------
Coleman Brewing, LLC seeks approval from the U.S. Bankruptcy Court
for the Northern District of Mississippi to employ the Law Offices
of Craig M. Geno, PLLC to handle its Chapter 11 case.
The firm will be paid at these rates:
Partners $425 per hour
Associates $250 per hour
Paralegals $185 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
The Debtor paid the firm a retainer in the amount of $9,238.
Craig Geno, Esq., disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
Ridgeland, MS 39157
Tel: (601) 427-0048
Fax: (601) 427-0050
Email: cmgeno@cmgenolaw.com
About Coleman Brewing
Coleman Brewing, LLC filed a Chapter 11 bankruptcy petition (Bankr.
N.D. Miss. Case No. 21-10190) on Jan. 28, 2021, disclosing under $1
million in both assets and liabilities. The Debtor is represented
by the Law Offices of Craig M. Geno, PLLC.
CONTINENTAL COUNTRY CLUB: Case Summary & 12 Unsecured Creditors
---------------------------------------------------------------
Debtor: Continental County Club, Inc.
2380 N. Oakmont Drive
Flagstaff, AZ 86004
Business Description: Continental County Club, Inc.
in an Arizona non-profit corporation that
operates a country club.
Chapter 11 Petition Date: February 9, 2021
Court: United States Bankruptcy Court
District of Arizona
Case No.: 21-00956
Judge: Hon. Eddward P. Ballinger Jr.
Debtor's Counsel: Scott B. Cohen, Esq.
ENGELMAN BERGER, P.C.
2800 North Central Avenue, Suite 1200
Phoenix, AZ 85004
Tel: 602-271-9090
Fax: 602.222.4999
E-mail: dwe@eblawyers.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Jon Held, designated representative.
A copy of the Debtor's list of 12 unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/MDBWQ3A/CONTINENTAL_COUNTRY_CLUB_INC__azbke-21-00956__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/BDU2IHY/CONTINENTAL_COUNTRY_CLUB_INC__azbke-21-00956__0001.0.pdf?mcid=tGE4TAMA
COULEE HILL: Seeks to Hire Patten Peterman as Legal Counsel
-----------------------------------------------------------
Coulee Hill Ranch, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Montana to employ Patten Peterman
Bekkedahl and Green, PLLC to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $175 to $375 per hour
Paralegals $135 to $160 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
James Patten, Esq., a partner at Patten Peterman, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James A. Patten, Esq.
Molly S. Considine, Esq.
Patten Peterman Bekkedahl and Green, PLLC
2817 2nd Avenue North, Ste. 300
Billings, MT 59103-1239
Tel: (406) 252-8500
Fax: (406) 294-9500
Email: apatten@ppbglaw.com
mconsidine@ppbglaw.com
About Coulee Hill Ranch
Coulee Hill Ranch, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Mont. Case No. 21-10010) on Feb. 3,
2021. Anthony L. Zinne, vice president, signed the petition.
At the time of the filing, the Debtor estimated assets and
liabilities of $1 million to $10 million.
Judge Benjamin P. Hursh oversees the case. Patten Peterman
Bekkedahl and Green, PLLC is the Debtor's legal counsel.
CYBER LITIGATION: Wants Plan Exclusivity Extended Until May 25
--------------------------------------------------------------
Debtor Cyber Litigation Inc. f/k/a Ns8 Inc. asks the U.S.
Bankruptcy Court for the District of Delaware to extend the
Debtor's exclusive period to file and to solicit acceptances of the
Chapter 11 plan through and including May 25, 2021, and July 26,
2021, respectively. This is the Debtor's first request for an
extension of the Exclusive Periods.
This chapter 11 case presents various complex and time-consuming
issues, including a robust investigation into possible estate
causes of action, coordinating and assisting governmental
authorities with ongoing investigations into former Ns8 CEO Adam
Rogas' prepetition activities, marketing and effectuating sales of
substantially all of the Debtor’s assets to third parties, among
other matters. These issues have required undivided attention and
effort by the Debtor and its professionals since the Petition
Date.
The Debtor's time and resources have been laser-focused on
executing a multi-prong strategy to maximize the value of the
Debtor's assets for the benefit of its stakeholders. In light of
the complexity of the case and the significant progress made thus
far, the extensions requested are necessary for the negotiation,
filing, solicitation, and confirmation of a chapter 11 plan.
Since filing its chapter 11 case, the Debtor has taken numerous
affirmative steps to reduce costs and ensure that administrative
expenses are paid, as the Debtor continues to make timely payment
on their undisputed post-petition obligations.
Moreover, the requested extensions will also provide the Debtor and
its professionals with additional time to review and consider the
claims register following the General Bar Date on February 12,
2021, as set out in the Bar Date Order. Extending the Exclusive
Periods ensures that, if confirmation of the Debtor's plan should
be denied for any reason, the parties will have sufficient time
thereafter to reassess and pursue all alternative options.
A copy of the Debtor's Motion to extend is available from
stretto.com at https://bit.ly/39WsUML at no extra charge.
About NS8 Inc.
Las Vegas-based NS8 Inc. -- https://www.ns8.com -- is a developer
of a comprehensive fraud prevention platform that combines
behavioral analytics, real-time scoring, and global monitoring to
help businesses minimize risk.
NS8 sought Chapter 11 protection (Bankr. D. Del. Case No. 20-12702)
on October 27, 2020. The petition was signed by Daniel P. Wikel,
the chief restructuring officer.
The Debtor was estimated to have $10 million to $50 million in
assets and $100 million to $500 million in liabilities at the time
of the filing.
The Honorable Christopher S. Sontchi is the case judge. The Debtor
tapped Blank Rome LLP and Cooley LLP as its legal counsel, and FTI
Consulting Inc. as its financial advisor. Stretto is the claims
agent.
* * *
The company changed its name to Cyber Litigation after it sold
substantially all of its assets to Codium Software LLC in December
2020.
DE LA REINA: Seeks to Hire Christian M. Sternat as Legal Counsel
----------------------------------------------------------------
De La Reina Development Corp. seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Christian M. Sternat, Attorney at Law to handle its Chapter 11
case.
The firm will be paid at these rates:
Attorneys $350 per hour
Paralegals $100 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Christian Sternat, Esq., disclosed in a court filing that his firm
is a "disinterested person" as the term is defined in Section
101(14) of the Bankruptcy Code.
The firm can be reached at:
Christian M. Sternat, Esq.
Attorney at Law
1111 North Loop West, Suite 115
Houston, TX 77008
Tel: (713) 686-6961
Email: chrissternat@hotmail.com
About De La Reina Development
De La Reina Development Corporation filed a Chapter 11 bankruptcy
petition (Bankr. S.D. Tex. Case No. 21-30012) on Jan. 4, 2021,
disclosing under $1 million in both assets and liabilities. Judge
Jeffrey P. Norman oversees the case. The Debtor is represented by
Christian M. Sternat, Esq.
DESTILERIA NACIONAL: Creditor Miramar Opposes Debtor's Disclosures
------------------------------------------------------------------
Miramar Brewing LLC, unsecured creditor and party-in-interest,
objects to the final approval of the Disclosure Statement with
respect to the Plan of Reorganization submitted by debtor
Destileria Nacional Inc.
On Dec. 31, 2020, Miramar filed its Disclosure Statement and
Chapter 11 Plan for the Debtor.
On Jan. 13, 2021, the Debtor filed its Plan of Reorganization and
its Disclosure Statement.
"The Debtor DS is vague and ambiguous, imprecise and confusing.
Further, the Debtor DS is devoid of any specific information that
may be considered adequate for a creditor to make an informed
judgment about the Debtor Plan," Miramar asserts.
Miramar Brewing objects to the Debtor's Disclosure Statement and
asserts that:
* The Disclosure Statement makes reference to a table of
estimated percentage recovery for each Class under the Debtor Plan,
but the Disclosure Statement does not contain such table. Also, the
Disclosure Statement makes reference to an estimate of recoveries,
however, no such estimates can be found in the Disclosure
Statement.
* The Debtor makes reference to a Business Plan that does not
set forth any specific plan, other than that the Plan will be
funded from the income generated from the business operation, as
well as funding from external sources such as equity holders or
party in interest.
* The Debtor operates at premises leased from the Puerto Rico
Industrial Development Company, which lessor is owed $84,292.89 for
prepetition rent. In the Disclosure Statement, the debtor does not
set forth the cure amount to be paid to PRIDCO, nor the manner of
payment.
* The Liquidation Analysis is outdated. The Debtor DS
incorporates the Liquidation Analysis prepared by CPA Luis R.
Carrasquillo Ruiz & Co., P.S.C., which was prepared at the request
of Miramar in support of the Miramar DS. However, as included in
Miramar's First Amended DS and Plan Supplement, the Liquidation
Analysis has been amended and updated in consideration of
amendments to proofs of claim by Hacienda and CRIM, but the Debtor
has not revised its Debtor DS.
* The alleged projections of sales and expenses included as
Exhibit III to the Debtor DS have no data in support thereof. The
Debtor DS does not contain a summary of the monthly operating
reports, or any other relevant financial information, nor does it
set forth any assumptions in respect of the alleged projections.
A full-text copy of Miramar's objection dated Feb. 2, 2021, is
available at https://bit.ly/3a19kik from PacerMonitor.com at no
charge.
Attorneys for Miramar Brewing:
FERNANDEZ CUYAR ROVIRA & PLA, LLC
P.O. Box 9023905
San Juan, Puerto Rico 00902-3905
Telephone: (787) 977-3772
Facsimile: (787) 977-3773
About Destileria Nacional
Destileria Nacional, Inc., a beer manufacturer headquartered in
Guaynabo, P.R., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 20-01247) on March 6, 2020.
At the time of the filing, the Debtor had estimated assets of
between $100,001 and $500,000 and liabilities of between $500,001
and $1 million. Judge Enrique S. Lamoutte Inclan oversees the
case. The Debtor hired Isabel Fullana-Fraticelli & Asoc. PSC as
its legal counsel.
DESTILERIA NACIONAL: Says Miramar's Plan Not Filed in Good Faith
----------------------------------------------------------------
Debtor Destileria Nacional, Inc., objects to the approval of the
Disclosure Statement and confirmation of Plan of Reorganization
filed by creditor Miramar Brewing LLC for the Debtor.
The Debtor points out that Miramar's Disclosure Statement and Plan
do not provide adequate means for its implementation, as the
payment of claims under the plan boils down to a series of circular
provisions concerning the effective date of the plan, ultimately
leaving such a determination undefined.
The Debtor claims that Miramar proposes to purchase the Debtor's
assets in its entirety, yet it fails to establish specifically what
is the sale price of its offer. Nevertheless, that assertion is
vague as it does not establish a sales price for the assets
Miramar's officers themselves valued at $1.7 million.
The Debtor asserts that the Plan was proposed in bad faith and is
not reasonable nor equitable. These bad faiths can be seen through
Miramar's valuation of the Debtor's assets. How is it fair and
equitable to purchase $1.7 million in a going concern business,
yet, offer an undetermined amount that may be les than half such
amount.
The Debtor further asserts that the Plan is proposed by means
forbidden by state law. Miramar intents to implement its plan by
acquiring Debtor's assets and terminating its operation. This
termination includes termination of Debtor's current employees.
A full-text copy of Debtor's objection to Miramar's disclosure
statement dated February 2, 2021, is available at
https://bit.ly/3tFijxu from PacerMonitor.com at no charge.
The Debtor's counsel:
Isabel M. Fullana
ISABEL FULLANA-FRATI CELLI & Assocs., p .s.c.
268 Ave. Ponce de Leon Ste. 1002
San Juan, Puerto Rico 00918
Tel: (787) 766-2530
Fax: (787) 756-7800
E-mail: ifullana@gaflegal.com
About Destileria Nacional
Destileria Nacional, Inc., a beer manufacturer headquartered in
Guaynabo, P.R., sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D.P.R. Case No. 20-01247) on March 6, 2020.
At the time of the filing, the Debtor estimated assets of between
$100,001 and $500,000 and liabilities of between $500,001 and $1
million. Judge Enrique S. Lamoutte Inclan oversees the case. The
Debtor hired Isabel Fullana-Fraticelli & Asoc. PSC as its legal
counsel.
DOUBLE D GROUP: Seeks to Hire Fennemore Craig as Legal Counsel
--------------------------------------------------------------
The Double D Group, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Nevada to employ Fennemore Craig, P.C. as
its legal counsel.
The firm will perform these services:
a. prepare legal papers in connection with the administration of
the Debtor's bankruptcy estate;
b. take all necessary or appropriate actions in connection with
a sale of the Debtor's assets or a plan of reorganization;
c. take all necessary actions to protect and preserve the estate
of the Debtor including the prosecution of actions on the Debtor's
behalf, the defense of any actions commenced against the Debtor,
the negotiation of disputes in which the Debtor is involved, and
the preparation of objections to claims filed against the estate;
and
d. perform all other necessary legal services in connection with
the prosecution of the Debtor's Chapter 11 case.
The firm will be paid at the rates of $270 to $770 per hour and
will be reimbursed for out-of-pocket expenses incurred.
Fennemore Craig received a retainer of $10,000. Of the retainer,
the firm billed and was paid the sum of $9,213 prior to the
petition date, inclusive of the court filing fee.
Anthony Austin, Esq., a partner at Fennemore Craig, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Anthony W. Austin, Esq.
Thomas H. Fell, Esq.
Fennemore Craig, P.C.
300 South Fourth Street, Suite 1400
Las Vegas, NV 89101
Tel: (702) 692-8000
Email: tfell@fennemorelaw.com
aaustin@fennemorelaw.com
About The Double D Group
The Double D Group, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. D. Nev. Case No. 21-10343) on Jan. 26,
2021. Jose Pihardo, managing member, signed the petition.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge Natalie M. Cox oversees the case. Fennemore Craig, P.C., is
the Debtor's legal counsel.
E-Z GENERAL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: E-Z General & Roofing Contractors, Inc.
4551 Arnold Ave.
Naples, FL 34104
Business Description: E-Z General & Roofing Contractors, Inc.
eprovides roofing and general contractor
services.
Chapter 11 Petition Date: February 8, 2021
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 21-00171
Debtor's Counsel: Edward J. Peterson, Esq.
STICHTER, RIEDEL, BLAIN & POSTLER, P.A.
110 E. Madison St., Suite 200
Tampa, FL 33602
Tel: 813-229-0144
Email: epeterson@srbp.com
Debtor's
Special
Litigation
Counsel: BOATMAN RICCI
Debtor's
Special
Tax Counsel: FARMER & ASSOCIATES, PLLC
Debtor's
Certified
Public
Accountants: CLIFTONLARSONALLEN LLP
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Ney Dias, president.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at:
https://www.pacermonitor.com/view/GZ7W6JI/E-Z_General__Roofing_Contractors__flmbke-21-00171__0003.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/NRPFACQ/E-Z_General__Roofing_Contractors__flmbke-21-00171__0001.0.pdf?mcid=tGE4TAMA
EHT US1: Seeks Approval to Hire FTI, Appoint CRO
------------------------------------------------
EHT US1, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ FTI
Consulting, Inc. and Alan Tantleff, the firm's senior managing
director, as their chief restructuring officer.
The Debtors require a restructuring advisor to:
a) assist in the preparation of financial-related disclosures
required by the court;
b) assist the Debtors with information and analyses required
pursuant to the debtor-in-possession financing;
c) identify and implement short-term cash management
procedures;
d) advise the Debtors with respect to the identification of core
business assets, the disposition of assets or liquidation of
unprofitable operations; and
e) render other general business consulting services.
The firm will be paid at these rates:
Senior Managing Directors $920 to $1,295 per hour
Directors/Senior Directors/
Managing Directors $690 to $905 per hour
Consultants/Senior Consultants $370 to $66 per hour
Administrative/Paraprofessionals $150 to $280 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
In the 90 days prior to the petition date, the firm received
$1,406,600.57 for services performed for the Debtors.
Mr. Tantleff disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Alan Tantleff
FTI Consulting, Inc.
One Front Street, Suite 1600
San Francisco, CA 94111
Tel: +1 212 499 3613
Fax: +1 212 841 9350
Email: alan.tantleff@fticonsulting.com
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
EHT US1: Seeks Approval to Hire Paul Hastings as Counsel
--------------------------------------------------------
EHT US1, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Paul
Hastings LLP as their legal counsel.
The firm will render these services:
(a) advise the Debtors of their rights, powers and duties while
operating and managing their business and properties under Chapter
11 of the Bankruptcy Code;
(b) prepare legal documents and review financial reports;
(c) advise the Debtors concerning, and preparing responses to,
legal papers that may be filed by other parties;
(d) commence or continue litigation to assert rights held by the
Debtors, protect assets of the bankruptcy estates or otherwise
further the goal of completing the Debtors' successful
reorganization; and
(e) provide non-bankruptcy services.
Paul Hastings will be paid at these rates:
Partners $1,225 to $1,700 per hour
Of Counsel $1,150 to $1,650 per hour
Associates $680 to $1,125 per hour
Paralegals $290 to $545 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $116,000.
Luc Despins, Esq., a partner at Paul Hastings, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The billing rates charged in the pre-bankruptcy
period are the same as the rates that the firm is charging in the
post-petition period, except that the firm adjusted its hourly
rates effective Feb. 1, 2021 to reflect step increases and economic
and market conditions.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Debtors and the firm are working together on a
budget and staffing plan for the period from the petition date
through March 31, 2021.
The firm can be reached at:
Luc A. Despins, Esq.
Paul Hastings LLP
200 Park Avenue
New York, NY 10166
Tel: (212) 318-6000
Fax: (212) 319-4090
Email: lucdespins@paulhastings.com
alexbongartz@paulhastings.com
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
EHT US1: Seeks to Hire Cole Schotz as Co-Counsel
------------------------------------------------
EHT US1, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Cole Schotz
P.C.
Cole Schotz will serve as co-counsel with Paul Hastings LLP, the
other firm handling the Debtors' Chapter 11 cases.
The firm will render these services:
a) advise the Debtors regarding their powers and duties under
the Bankruptcy Code;
(b) advise the Debtors regarding local rules, practices and
procedures;
(c) take all necessary action to protect and preserve the
Debtors' estates, including the prosecution of actions on the
Debtors' behalf, the defense of any actions commenced against the
Debtors, the negotiation of disputes in which the Debtors are
involved, and the preparation of objections to claims filed against
the estates; and
(k) other necessary legal services in connection with the
prosecution of the Debtors' Chapter 11 cases.
The firm will be paid at these rates:
Members and Special Counsel $410 to $1050 per hour
Associates $285 to $670 per hour
Law Clerks $225 to $290 per hour
Paralegals $215 to $345 per hour
Litigation Support Specialists $340 to $360 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
David Dean, Esq., a partner at Cole Schotz, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The firm is not seeking payment of certain fees
incurred for time expended by its professionals prior to the
petition date in connection with the preparation of the Debtors'
Chapter 11 cases. The billing rates and material financial terms of
the firm's representation of the Debtors did not change upon the
filing of the cases.
Question: Has your client approved your prospective budget and
staffing plan, and, if so, for what budget period?
Response: The Debtors and the firm are formulating a detailed
budget.
The firm can be reached at:
David Dean, Esq.
Cole Schotz P.C.
500 Delaware Avenue, Suite 1410
Wilmington, DE 19801
Tel: 302-651-2012
Fax: 302-574-2103
Email: ddean@coleschotz.com
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
EHT US1: Seeks to Hire Rajah & Tann as Singapore Counsel
--------------------------------------------------------
EHT US1, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Rajah &
Tann Singapore LLP as their Singapore counsel.
The firm will provide these services:
(a) advise the Debtors on Singapore laws in relation to the
proposed restructuring, termination and winding up of their
business;
(b) represent the Debtors in any related legal proceedings in
Singapore; and
(c) assist the Debtors in complying with regulatory requirements
under Singapore law and the Listing Manual of the Singapore
Exchange Securities Trading Limited, including required
announcements and compliance matters involving the proposed
restructuring of the Debtors' business.
Rajah & Tann will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred. The firm held a retainer in the amount of $1,421,171.
Danny Ong, Esq., a partner at Rajah & Tann, 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.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, the
following is provided in response to the request for additional
information:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic location of the
bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed postpetition, explain the
difference and the reasons for the difference.
Response: The billing rates charged in the pre-bankruptcy
period are consistent with the rates that Rajah & Tann charges in
the post-petition period, except for adjustments to the hourly
billing rate of attorneys in the form of: (i) step increases
historically awarded in the ordinary course on the basis of
advancing seniority and promotion and (ii) periodic increases
within each attorney's current level of seniority.
Question: Has your client approved your prospective budget and
staffing plan, and, if so for what budget period?
Response: The Debtors and the firm are working together on a
budget and staffing plan for the period from the petition date
through March 31, 2021.
The firm can be reached at:
Danny Ong, Esq.
Rajah & Tann Singapore LLP
9 Straits View, Marina One West Tower
Singapore 018937
Tel: +65 6535 3600 / +65 6232 0260
Email: danny.ong@rajahtann.com
About Eagle Hospitality Group
Eagle Hospitality Trust -- https://eagleht.com/ -- is a hospitality
stapled group comprising Eagle Hospitality Real Estate Investment
Trust and Eagle Hospitality Business Trust. Based in Singapore,
Eagle H-REIT is established with the principal investment strategy
of investing on a long-term basis in a diversified portfolio of
income-producing real estate, which is used primarily for
hospitality or hospitality-related purposes as well as real
estate-related assets in connection with the foregoing, with an
initial focus on the United States.
EHT US1, Inc. and 26 affiliates, including 15 LLC entities that
each owns hotels in the U.S., sought Chapter 11 protection (Bankr.
D. Del. Lead Case No. 21-10036) on Jan. 18, 2021.
EHT US1 estimated $500 million to $1 billion in assets and
liabilities as of the bankruptcy filing.
The Debtors tapped Paul Hastings LLP and Cole Schotz P.C. as their
bankruptcy counsel, FTI Consulting Inc. as restructuring advisor,
and Moelis & Company LLC as investment banker. Rajah & Tann
Singapore LLP and Walkers serve as Singapore Law counsel and Cayman
Law counsel, respectively. Donlin, Recano & Company, Inc. is the
claims agent.
ELLA JEAN WOODS: Seeks to Hire J.C. White Law Group as Counsel
--------------------------------------------------------------
Ella Jean Woods, D.D.S., P.A. seeks approval from the U.S.
Bankruptcy Court for the Middle District of North Carolina to
employ J.C. White Law Group, PLLC, as its bankruptcy counsel.
The firm will provide these services:
a. give the Debtor legal advice with respect to its duties and
powers;
b. assist the Debtor in the preparation and filing of all
necessary schedules, statements of financial affairs, reports,
disclosure statement and Chapter 11 plan;
c. assist and advise the Debtor in the examination and
analysis of the conduct of the Debtor's affairs and the causes of
insolvency;
d. assist and advise the Debtor with regard to communications
with creditors regarding any matters of general interest and any
personal plan of reorganization;
e. prepare, review or analyze all applications, orders,
statements of operations, and schedules filed with the court by the
Debtor or other third parties; and
f. perform such other legal services as may be required and in
the interest of the Debtor.
The firm will be paid at these rates:
James C. White Attorney $350 per hour
Manda C. King Paralegal $125 per hour
J.C. White Law Group has been paid $7,665 for services rendered and
expenses advanced prior to the petition date. Of the retainer, the
amount of $7,335 remains in the firm's trust account.
J.C. White Law Group is disinterested 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:
James C. White, Esq.
J.C. White Law Group PLLC
100 Europa Drive, Suite 401
Chapel Hill, NC 27517
Phone: 919-246-4676
Fax: 919-246-9113
Email: jwhite@jcwhitelaw.com
About Ella Jean Woods
Ella Jean Woods, D.D.S., P.A., which conducts business under the
name Community Smiles, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D.N.C. Case No.
21-80032) on Jan. 29, 2021. At the time of filing, the Debtor
disclosed $100,001 to $500,000 in assets and $500,001 to $1 million
in liabilities. James C. White, Esq., at J.C. White Law Group
PLLC, serves as the Debtor's counsel.
ENKOGS1 LLC: Seeks to Hire Gorzynski Uglow as Accountant
--------------------------------------------------------
ENKOGS1, LLC seeks approval from the U.S. Bankruptcy Court for the
Middle District of Florida to employ Gorzynski Uglow & Farrell, PC
as its accountant.
The Debtor requires an accountant to create and maintain records of
monthly and annual income and expenses, prepare federal and state
tax returns, and provide other services to assist the Debtor in its
Chapter 11 case.
The firm will be paid at these rates:
John G. Morgante, CPA $125 per hour
James Gorzynski, CPA $250 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
John Morgante, a partner at Gorzynski Uglow, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
John G. Morgante
Gorzynski Uglow & Farrell, PC
33 East Main Street
North East, PA 16428
Tel: (814) 725-8625
About ENKOGS1 LLC
ENKOGS1, LLC is a Texas limited liability company formed on July
31, 2018, which owns and operates a 79-room hotel in Fulton
(Rockport), Texas under the flag of Econo Lodge Inn & Suites.
The Debtor filed a voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00276) on Jan.
22, 2021. In the petition signed by Marco Kozlowski, managing
member, the Debtor disclosed between $1 million to $10 million in
both assets and liabilities.
Bartolone Law, PLLC serves as the Debtor's legal counsel.
ENTERPRISE DEVELOPMENT: Fitch Gives 'B+(EXP)' Issuer Default Rating
-------------------------------------------------------------------
Fitch Ratings has assigned an expected Issuer Default Rating (IDR)
of 'B+(EXP)' to the Enterprise Development Authority (EDA). Fitch
also assigned an expected 'BB(EXP)'/'RR2' to EDA's proposed super
priority revolving credit facility and secured term loan B. The
Rating Outlook is Negative.
The final rating is contingent on the completion of the proposed
refinancing and receipt of final documents. The proceeds from the
new secured credit facility, along with cash on hand, will
refinance EDA's existing senior secured notes.
The 'B+' IDR reflects the EDA's conservative leverage position and
solid initial performance of Hard Rock Hotel & Casino -- Sacramento
at Fire Mountain (Hard Rock Sacramento), notwithstanding
pandemic-related pressures in mid-2020, offset by its lack of
geographic diversification as a single-site casino. The ratings
also consider the announced refinancing of EDA's existing capital
structure with new prepayable debt and cash on hand. The
refinancing will support further deleveraging through 5% annual
amortization of the term loan, while increasing FCF from the lower
annual interest expense (over $40 million in annual savings).
Fitch expects gross leverage (total debt/EBITDA) to sustain in the
mid 3x range through 2023, which looks through U.S. regional
gaming's recovery from the pandemic. Positively, EDA is using a
meaningful amount of excess cash to paydown debt as part of the
refinancing transaction. EDA is also subject to potential
cannibalization of demand through the opening of the Wilton
Rancheria casino in late 2022 or early 2023, though Fitch expects
the potential impact to leverage to be manageable.
The Negative Rating Outlook reflects the risks and uncertainty the
U.S. gaming industry is facing from the pandemic. Fitch could
revise the Rating Outlook to Stable when there is a greater degree
of confidence in the gaming industry's recovery trajectory. Upon
the transaction closing, EDA will have an adequate liquidity
position between cash on hand and revolver availability, as well as
strong forecasted FCF that will be sufficient to cover a manageable
amount of debt service and limited tribal distributions that are
in-line with the credit agreement's restrictive covenants.
KEY RATING DRIVERS
Conservative Balance Sheet: Fitch expects EDA to operate at gross
debt/EBITDA in the mid-3.0x range through 2023, which looks through
regional gaming's recovery from the pandemic. The proposed
refinancing and continued ramp up of operations will support the
deleveraging path. Deleveraging will also be supported by healthy
amortization of the term loan (5% per year). Fitch's leverage
forecast takes into account some cannibalization from the proposed
Wilton Rancheria casino, which will also draw from the greater
Sacramento feeder market.
Limited Geographic Diversification: EDA's conservative credit
metrics are offset by its limited geographic diversification,
operating a single-site casino in a competitive market. Fitch views
the reliance on a single property and single market as a constraint
on the credit profile, with higher-rated tribal peers typically
having either greater diversification or operating monopolistic
positions in deeper gaming markets. Notably, Hard Rock Sacramento
has performed well since opening in late 2019, with a solid brand
and strong manager in Seminole Hard Rock International (BBB-).
Competition Increasing: The Wilton Rancheria Tribe is developing a
tribal casino with Boyd Gaming Corp. that will also draw from the
greater Sacramento area, which is reportedly opening in late 2022
or early 2023. The $500 million project will be roughly 50 miles
from Hard Rock Sacramento and will cannibalize from the broader
Sacramento area casinos, including Hard Rock. Fitch expects the
overall impact to be manageable given the strength of the Hard Rock
brand, solid initial operating performance, and Hard Rock having a
more established player database by the time Wilton opens. Fitch
assumes a 10% impact to Hard Rock's gross gaming revenue from the
competitive opening of Wilton Rancheria, which is manageable in the
context of its credit profile.
Regional Gaming Demand: Gaming performance at Hard Rock Sacramento
has been strong since re-opening in May 2020 after the March
pandemic-driven closure. The closure was at the tribe's discretion
as the state's broader coronavirus operating restrictions are not
applicable on tribal land. U.S. regional gaming has experienced
more resilient demand relative to other severely impacted leisure
and entertainment sectors, helped in part by limited alternative
entertainment options and government stimulus backing discretionary
spend levels. In addition, most regional gaming markets do not rely
on fly-in or tourist demand, which has helped soften the pandemic's
impact on gaming revenues. Similar to other regional gaming
operators, operating metrics have been exceptionally strong since
reopening. However, Fitch expects performance to return to more
normalized levels by the second half of 2021. For U.S. regional
gaming revenues in 2021, Fitch is forecasting 20% revenue declines
from 2019 levels, and for a full recovery by 2023.
Stable Tribal Governance: The Estom Yumeka Maidu Tribe has a stable
tribal council and tribal governance policies, which Fitch views
favorably. The Tribal Chairwoman has served in her current role for
over 18 years and the remaining members of tribal council have an
average tenure of 10 years. Fitch expects the tribe to continue to
adhere to conservative financial policies, evidenced by the
decision to use excess cash at the Enterprise to de-lever during
the refinancing.
DERIVATION SUMMARY
EDA's 'B+(EXP)' rating reflects its limited geographic
diversification, conservative leverage profile and expected healthy
operating performance through the forecast period. The rating is
in-line with other single-site casino operators with similar
leverage profiles, both tribal and commercial. Single-site profiles
are common in tribal gaming but higher rated tribal peers typically
have more conservative financial profiles with lower leverage;
monopolistic positions; geographic diversification and/or stronger
performing properties in deeper gaming markets.
KEY ASSUMPTIONS
-- Slot and table win per day metrics decline from the peaks seen
in mid-to-late 2020, but remain above pre-pandemic levels in
2021 and 2022 backed by healthy operating trends and strong
performance since reopening. The property experiences
manageable cannibalization of demand from the Wilton Rancheria
tribal opening starting in 2023.
-- EBITDA margins gradually decline from 2020 levels as cost
structure normalizes and remain relatively stable from 2021
2024;
-- EDA distributes a manageable amount of priority and
discretionary tribal distributions that are in-line with
restrictive covenants;
-- Manageable levels of maintenance capex with some minor growth
capex related to the entertainment center and gas station that
are funded through cash flow;
-- The refinancing is completed in first-quarter 2021.
RECOVERY ASSUMPTIONS
The recovery analysis assumes that EDA would be considered a going
concern in a distressed scenario, as traditional chapter 11
bankruptcy for tribal entities is not an option. Fitch has assumed
a 10% administrative claim and for the new revolver to be fully
drawn at the time of restructuring.
Fitch's going-concern EBITDA assumption reflects a minimum level of
win-per-day metrics for the casino's operations, with a small
degree of non-gaming revenues, in a scenario that considers
greater-than-anticipated competitive pressures and a decline in
broader U.S. regional gaming revenues.
An EV/EBITDA multiple of 4.5x is used to calculate a
post-reorganization sustainable leverage level for EDA. Since
creditors cannot force a federally recognized tribe into a
bankruptcy scenario or claim equity in gaming operations, recovery
typically takes form of a debt-for-debt exchange. The 4.5x EBITDA
multiple is Fitch's assumption for a sustainable post-restructuring
leverage after a debt exchange occurs.
Fitch caps the recovery rating on the revolver at 'RR2' due to
Fitch having a 'RR2' cap on Native American debt instruments'
recovery ratings. The cap is based primarily on the limited legal
precedent and framework of tribal restructurings and other unique
considerations that would differ from traditional commercial
restructurings.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Total debt to EBITDA sustaining below 2.5x;
-- Fitch having a greater degree of confidence on EDA's ability
to weather the Wilton Rancheria casino opening;
-- Continued evidence of stabilization in demand and signs of
significant rebound in U.S. regional gaming.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt to EBITDA sustaining above 4.0x either due to
greater than expected impacts from the Wilton Rancheria casino
opening or EDA pursuing a debt-funded expansion;
-- Evidence of tribal council straying from its current
conservative financial policies;
-- FCF margins (before voluntary distributions) falling to the
single-digit percent range.
A stabilization of the Negative Rating Outlook would result from
Fitch having more confidence in the rebound within regional gaming
in the U.S. and having better clarity on EDA's ability to weather
the Wilton Rancheria proposed opening.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Currently the Enterprise has a sufficient
amount of cash on hand to cover debt service, required
distributions and scheduled capex. The issuer will also have some
availability on its proposed revolving credit facility upon
closing. Liquidity is adequate in the context of the rating and
relative to tribal peers. EDA will be able to distribute a
meaningful amount of cash flow to the tribe beyond mandatory
priority distributions, which are manageable in the context of
EDA's operating cash flow. Hard Rock Sacramento opened in late 2019
and remaining growth capex will be funded with cash flows.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
EQUINOX HOLDINGS: Reaches Debt Relief Deal With HPS Partners
------------------------------------------------------------
Katherine Doherty of Bloomberg News reports that Equinox Holdings
Inc. got relief on some of its debts tied to the luxury fitness
chain's SoulCycle subsidiary, according to people with knowledge of
the matter.
Equinox, backed by billionaire Stephen Ross's Related Cos., reached
an agreement that releases it from a limited guarantee of
SoulCycle's $265 million credit facility with lender HPS Investment
Partners, the people said, asking not to be identified discussing a
private matter. Equinox struck a forbearance deal with HPS last
May to delay the deadline until Feb. 15, 2021.
Equinox's guarantee originally required it to buy back at least
part of SoulCycle's obligations.
About Equinox Holdings
New York-based Equinox Holdings, Inc., through its subsidiaries, is
an upscale gym chain, providing fitness services such as yoga
classes, studio cycling, cardio exercises, martial arts, spa, and
personal training in an 'unparalleled luxury environment'.
Founded in 1991, Equinox -- http://www.equinox.com/-- operates
over 100 full-service clubs globally across major U.S. cities
including New York, Los Angeles, Miami, and San Francisco, as well
as London, Toronto, and Vancouver.
In July 2019, Equinox unveiled Equinox Hotels as a true culmination
of its lifestyle brand promise, redefining the luxury hospitality
experience to be a seamless extension of high-performance living.
* * *
The Company has been burning cash amid the pandemic, and is
burdened with $1.1 billion in debt. The Company tasked Kirkland &
Ellis and Centerview Partners with helping the brand steer its way
through its sizable debt obligations, while lenders tapped Akin
Gump Strauss Hauer & Feld, Bloomberg News reported in October 2020.
FARM-RITE INC: Asks Court to Extend Plan Exclusivity Until May 5
----------------------------------------------------------------
Debtor Farm-Rite, Inc. requests the U.S. Bankruptcy Court for the
District of New Jersey, to extend the exclusive periods during
which the Debtor may file a Chapter 11 plan and obtain acceptances
for the plan to May 5 and July 6, 2021, respectively.
The Court has entered five orders Allowing Use of Cash Collateral
on an Interim Basis through November 24, 2020. Pursuant to the Cash
Collateral Orders, the Debtor and has been operating at its three
locations. The Debtor has provided financial and other information
to its secured creditors and is in the process of formulating a
Plan of Reorganization.
The requested extension will not prejudice any party in interest
and the Debtor believes that all creditors will benefit from an
extension of exclusivity that would allow the Debtor additional
time to negotiate with creditors and determine an appropriate plan
that may provide for refinancing or a sale of the company as a
going concern. Also, the Debtor has met its post-petition
obligations.
If a creditor files a competing plan that would benefit it in the
short run but cease operations it might harm all other parties in
interest over time and would not be in the best interests of the
estate.
The Debtor has responded to the administrative demands of this case
and worked diligently to advance the reorganization process. For
this reason, the Debtor submits that an extension of the Exclusive
Periods should be granted.
No official committee of unsecured creditors has been appointed.
Also, no trustee or examiner has been appointed in this case.
A copy of the Debtor's Motion to extend is available from
PacerMonitor.com at https://bit.ly/2YWQYbR at no extra charge.
About Farm-Rite Inc.
Farm-Rite Inc. offers agriculture, construction, commercial
irrigation, and commercial landscaping equipment. Bridgeton,
N.J.-based Farm-Rite filed for Chapter 11 bankruptcy (Bankr. D.N.J.
Case No. 20-19379) on August 7, 2020.
The case is assigned to Judge Jerrold Poslusny. Arthur J.
Abramowitz, Esq., at Sherman Silverstein Kohl Rose & Podolsky,
serves as the Debtor's counsel. The Debtor hired Karpac & Company
as an accountant.
In its petition, the Debtor estimated $10 million to $50 million in
both assets and liabilities. The petition was signed by Donald C.
Strang, president.
FOREVER 21: Simon Group Has "Pretty Good" ROI for $67M Investment
-----------------------------------------------------------------
In February 2020, just a month before the Covid pandemic, an entity
formed by brand management company Authentic Brands Group (37.5%),
and landlords Simon Property Group (37.5%) and Brookfield Partners
(25%) acquired Forever 21's intellectual property and operating
businesses out of bankruptcy for just $81.1 million cash plus the
assumption of liabilities and payment of administrative costs.
Speaking on his company's fourth-quarter earnings call on Feb. 8,
Simon Property Group CEO David Simon said the $67 million it paid
for the retailer has given it a return on investment of $30 million
in Covid 2020.
"Let me just give Forever 21 as an example. And as you know, we
bought it in February, pre-COVID, well before we knew COVID would
have the impact it did on 2020. And despite all of that -- despite
all of that, Forever 21, both in -- in the company generated a
positive EBITDA pre-royalties of approximately $75 million in 2020.
And we basically paid $67 million for that. So our share of that
is $30 million. And you can divide it by $67 million to give you
our return on investment in COVID 2020. Now you could probably
conclude that that's a pretty good return on investment," Mr. Simon
told shareholders.
Aside from Forever 21, the mall giant also bought retail brands
Lucky Brand, Brooks Brothers and J.C. Penney out of bankruptcy at
attractive valuations.
"Now if you put all of our retail brand investments in context, we
have approximately $330 million of remaining invested capital, net
of cash distributions and the value of appreciation of our ABG
investment, which has just had a recent trade. And so in marking
that to market, our net investment in all of these activities is
$330 million. And all of these brands will generate for us in
2021, our share, $260 million of EBITDA. So you can take $260
million, divide it by $330 million to get a sense of our return on
investment," Mr. Simon added.
"Now I want to remind everyone that we do not add back the
depreciation associated with these retailer investments to our FFO
because it's not real property. So the contribution of that from
an earnings point of view will, obviously, be much less. But the
EBITDA is the EBITDA. So the other point to make in these retail
investments is all of these brands generate $3.5 billion in digital
sales. And all we have to do is look at how e-commerce brands are
being valued today, and I think you could all conclude, we hope you
do, that we've been making some wise investments here."
The U.S. mall operator said net income attributable to common
stockholders was $1.109 billion, ($3.59 per diluted share) in 2020,
down from $2.098 billion ($6.81 per share) in 2019. It forecasts a
rise in its 2021 profit as it benefits from improving rent
collection and a recovery in the retail industry.
About Forever 21
Founded in 1984 by South Korean husband and wife team Do Won Chang
and Jin Sook Chang and headquartered in Los Angeles, Calif.,
Forever 21, Inc. -- http://www.forever21.com/-- is a fast-fashion
retailer of women's, men's and kids clothing and accessories and is
known for offering the hottest, most current fashion trends at a
great value to consumers. Forever 21 delivers a curated assortment
of new merchandise brought in daily.
Forever 21, Inc. and seven of its U.S. subsidiaries each filed a
voluntary petition for relief under Chapter 11 of the United States
Bankruptcy Code (Bankr. D. Del. Lead Case No. 19-12122) on Sept.
29, 2019. According to the petition, Forever 21 has estimated
liabilities on a consolidated basis of between $1 billion and $10
billion against assets of the same range.
As of the bankruptcy filing, the Debtors operated 534 stores under
the Forever 21 brand in the U.S. and 15 stores under beauty and
wellness brand, Riley Rose.
The Debtors tapped Kirkland & Ellis LLP as legal advisor; Alvarez &
Marsal as restructuring advisor; and Lazard as investment banker;
and Pachulski Stang Ziehl & Jones LLP as local bankruptcy counsel.
Prime Clerk is the claims agent.
Andrew Vara, acting U.S. trustee for Region 3, appointed a
committee of unsecured creditors on Oct. 11, 2019. The committee
is represented by Kramer Levin Naftalis & Frankel LLP and Saul
Ewing Arnstein & Lehr LLP.
Counsel to the administrative agent under the Debtors' prepetition
revolving credit facility and the Debtors' DIP ABL financing
facility are Morgan, Lewis & Bockius LLP and Richards, Layton &
Finger, PA.
Counsel to the administrative agent under the Debtors' DIP term
loan facility is Schulte Roth & Zabel LLP.
* * *
In February 2020, the company was purchased by a consortium that
includes Authentic Brands Group, Simon Property Group and
Brookfield Property Partners for $81.1 million. As part of the
deal, ABG and Simon will each own 37.5% of the fast-fashion
retailer, while Brookfield controls the remaining 25% of Forever
21's operating and intellectual property businesses.
GENEVER HOLDINGS: Asks Court for April 12 Plan Filing Extension
---------------------------------------------------------------
Genever Holdings LLC asks the U.S. Bankruptcy Court for the
Southern District of New York to extend its exclusive periods for
filing a plan of reorganization and soliciting acceptances to the
plan to April 12, 2021 and June 11, 2021, respectively.
Genever Holdings owns the entire 18th Floor Apartment and auxiliary
units in the Sherry Netherland Hotel located at 781 Fifth Avenue,
New York, NY 10022.
Genever Holdings tells the Court that over the last several weeks,
it has been in discussions with Pacific Alliance Pacific Alliance
Asia Opportunity Fund L.P. ("PAX") and Bravo Luck Ltd. ("Bravo
Luck") regarding a negotiated framework for the sale of the
Residence pending disposition of litigation in New York and the
British Virgin Islands. Genever Holdings further tells the Court
that substantial progress has been made among the Debtor, PAX and
Bravo Luck, and it anticipates being able to present a proposed
settlement imminently to other creditors and interested parties for
Bankruptcy Court approval. Genever Holdings contends the extension
will enable the framework for the sale process to be finalized, and
hopefully approved, with ensuing retention of a sale officer and
broker to lead the marketing effort.
Genever Holdings is represented by:
Kevin J. Nash, Esq.
GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP
1501 Broadway, 22nd Floor
New York, NY 100136
Telephone: 212-221-5700
Email: knash@gwfglaw.com
About Genever Holdings
Genever Holdings is the owner of the entire 18th Floor Apartment
and auxiliary units in the Sherry Netherland Hotel located at 781
Fifth Avenue, New York, NY 10022.
Genever Holdings LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
20-12411) on Oct. 12, 2020. The petition was signed by Yanping
Wang, authorized representative. At the time of filing, the Debtor
estimated $50 million to $100 million in both assets and
liabilities. Kevin J. Nash, Esq., at Goldberg Weprin Finkel
Goldstein LLP serves as the Debtor's counsel.
GIBSON FARMS: Unsec. Creditors to Get 100% With Interest in 5 Years
-------------------------------------------------------------------
Gibson Farms and its affiliates filed with the U.S. Bankruptcy
Court for the Northern District of Texas, Amarillo Division, a
Consolidated Plan of Reorganization and Disclosure Statement dated
February 2, 2021.
Each of the Debtors are jointly and severally liable for the
indebtedness owed to Rabo Agrifinance, LLC which, in accordance
with its proofs of claim totals $10,629,228.49. The amount asserted
includes approximately $1.5 million worth of default interest which
accrued between March of 2019 and the date of the filing of the
bankruptcy petitions on October 5, 2020. The Debtors assert that
due to certain inequitable conduct related to the servicing of the
Rabo notes it should not be allowed to charge the default interest
rates in its loan documents.
The Plan provides for the Debtors to object to the proofs of claim,
or reach an agreement with Rabo concerning the exact amount of its
Allowed Secured Claims to be treated by the Plan. Consequently, the
Plan provides for the treatment of approximately $9.1 million in
Allowed Secured Claims to be restructured.
The Debtors, Gibson Farms and Nature's Way Compost, both obtained
Economic Injury Disaster Loans ("EIDL") from the U.S. Small
Business Administration ("SBA") totaling $149,900 each. The EIDL
loans are secured by liens against the personal property of Gibson
Farms and NWC, and call for monthly payments of $731.00 each for
thirty years. The Plan provides for the Debtors to assume the EIDL
loans of the SBA according to their original terms and commence
making payments as provided under the terms of the original
agreements between the parties.
Class 3 is comprised of the Secured Claims of Rabo Agrifinance LLC
in the amount of $10,629.288.49 comprised of three notes Real
Estate Term Note. The Debtors propose to object to the amount of
the Secured Claim being asserted by Rabo and have the Allowed
Secured Claims determined by the claims reconciliation process. For
purposes of the Plan the Debtors estimate principal and interest
owing to Rabo on the three notes to total approximately
$9,100,000.
Class 13 is comprised of General Unsecured Creditors that hold
Allowed Unsecured Claims of less than $50,000.00. The Debtors
estimate the total amount of Claims in this Class as being
$42,185.91. The Plan provides that the Allowed Unsecured Claims of
the Administrative Convenience Class receive unimpaired treatment
under the terms of the Plan. The Plan provides that Allowed Claims
of Administrative Convenience Class shall be paid (100%) of the
claim amount upon the Effective Date of the Plan so long as the
amounts are not contested by Debtors and the Bankruptcy Court
approves these amounts.
Class 14 is comprised of the Allowed Unsecured Claims against
Debtors excluding those Claims in Class 13. The Allowed Claims in
this Class total $558,822.22. The Plan provides that the General
Unsecured Creditors of the Debtors are to be paid 100% of their
Allowed Unsecured Claims, plus interest accruing from the Effective
Date at the rate of 1.35 percent per annum, over a 5-year term in
equal amortized annual payments of principal and interest with the
first such payment being due and payable on or before December 15,
2021, and like payments being due on the same date every year
thereafter until December 15, 2025, when the final installment
shall be paid.
The Debtors believe their assets subject to liens in favor of their
largest Secured Creditor, Rabo, total in excess of $11.9 million.
The Plan proposes to pay all creditors in full with interest. The
risk to Creditors is minimal as the Debtors have sufficient amounts
of cash flow to make the payments from the Debtors' continued
operations.
A full-text copy of the Consolidated Plan of Reorganization
Disclosure Statement dated February 2, 2021, is available at
https://bit.ly/39ZV7lR from PacerMonitor.com at no charge.
Attorneys for Debtors:
MULLIN HOARD & BROWN, L.L.P.
David R. Langston, SBN: 11923800
P.O. Box 2585
Lubbock, Texas 79408-2585
Telephone: 806-765-7491
Telefax: 806-765-0553
E-mail: drl@mhba.com
About Gibson Farms
Gibson Farms has over 45 years' experience in farm management as
well as an established history in Moore County agriculture. Gibson
Farms rents farmland from Beauchamp Estates Partnership and Gibson
Investments as well as other landowners in the area. They raise
feed grains, forage crops, cotton which they sell either through
private contract or on the open market.
Gibson Farms and its affiliates filed voluntary petitions for
relief under Chapter 11 of Bankruptcy Code (Bankr. N.D. Tex. Lead
Case No. 20-20271) on Oct. 5, 2020. Paula Gibson, partner, signed
the petitions. At the time of the filing, the Debtors estimated
assets of between $1,000,001 and $10,000,000 and liabilities of
between $10,000,001 and $50,000,000.
Judge Robert L. Jones oversees the cases.
The Debtors have tapped Mullin Hoard & Brown, LLP as legal counsel;
Clint W. Bumguardner of W.T. Appraisal, Inc. as real estate
appraiser; and Frost, PLLC as accountant.
GLOBAL EAGLE: Second Amended Liquidating Plan Confirmed by Judge
----------------------------------------------------------------
Judge John T. Dorsey has entered findings of fact, conclusions of
law and order confirming Second Amended Joint Plan of Liquidation
of Global Eagle Entertainment Inc. and its Affiliate Debtors.
The entry of this Confirmation Order shall constitute the
Bankruptcy Court's approval of the integrated and global good faith
compromise, resolution, or settlement of all such Claims,
Interests, and controversies, as well as a finding by the
Bankruptcy Court that such global compromise or settlement is in
the best interests of the Debtors, their Estates, and Holders of
Claims and Interests and is fair, equitable, and reasonable.
The Exculpation is appropriate under applicable law because it was
proposed in good faith, was formulated following extensive
good-faith, arm's-length negotiations with key constituents, is a
key element of the Plan, and is appropriately limited in scope, as
it will have no effect on the liability of any Person or Entity
that results from any such act or omission that is determined by a
Final Order of the Bankruptcy Court to have constituted intentional
fraud, criminal conduct, or willful misconduct.
The Plan itself and the arm's length negotiations among the
Debtors, the Ad Hoc DIP and First Lien Lender Group, the Second
Lien Lenders, the Committee and the Debtors' other constituencies
leading to the Plan's formulation, as well as the overwhelming
support of creditors for the Plan, provide independent evidence of
the Debtors' good faith in proposing the Plan.
The provisions of the Plan shall constitute an integrated and
global good-faith compromise and settlement of all Claims,
Interests, and controversies resolved under the Plan in
consideration for, among other things, (a) the Distributions,
releases, and other benefits provided under the Plan, and (b) the
support of the (i) the Committee and the Ad Hoc First Lien Lender
Group pursuant to the Committee Settlement, and (ii) the Second
Lien Parties pursuant to the Searchlight Settlement, upon the
Effective Date.
Counsel for Debtors:
LATHAM & WATKINS LLP
Ted A. Dillman
Helena G. Tseregounis
Nicholas J. Messana
355 South Grand Avenue, Suite 100
Los Angeles, California 90071
Telephone: (213) 485-1234
Facsimile: (213) 891-8763
E-mail: ted.dillman@lw.com
helena.tseregounis@lw.com
nicholas.messana@lw.com
- and -
George A. Davis
Andrew C. Ambruoso
Jonathan J. Weichselbaum
885 Third Avenue
New York, New York 10022
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
E-mail: george.davis@lw.com
andrew.ambruoso@lw.com
jon.weichselbaum@lw.com
- and -
YOUNG CONAWAY STARGATT & TAYLOR, LLP
Michael R. Nestor
Kara Hammond Coyle
Betsy L. Feldman
Rodney Square
1000 North King Street
Wilmington, Delaware 19801
Telephone: (302) 571-6600
Facsimile: (302) 571-1253
E-mail: mnestor@ycst.com
kcoyle@ycst.com
bfeldman@ycst.com
About Global Eagle Entertainment
Headquartered in Los Angeles, Global Eagle Entertainment Inc. is a
provider of media, content, connectivity and data analytics to
markets across air, sea and land. It offers a fully integrated
suite of media content and connectivity solutions to airlines,
cruise lines, commercial ships, high-end yachts, ferries and land
locations worldwide. Visit http://www.GlobalEagle.com/for more
information.
Global Eagle Entertainment and its affiliates sought Chapter 11
protection (Bankr. D. Del. Lead Case No. 20-11835) on July 22,
2020. In the petition signed by CFO Christian M. Mezger, Global
Eagle disclosed $630.5 million in assets and $1.086 billion in
liabilities.
Judge John T. Dorsey oversees the cases.
Debtors have tapped Latham & Watkins LLP (CA) and Young Conaway
Stargatt & Taylor, LLP as legal counsel; Greenhill & Co., LLC as
investment banker; Alvarez & Marsal North America, LLC as financial
advisor; and PricewaterhouseCoopers LLP as tax advisor. Prime
Clerk, LLC is the claims and noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on Aug. 5, 2020. The committee has tapped Akin Gump
Strauss Hauer & Feld LLP and Ashby & Geddes, P.A. as its legal
counsel, and Perella Weinberg Partners LP as its investment banker.
GOLDEN HOTEL: U.S. Trustee Asks Source for Lump Sum Payment
-----------------------------------------------------------
The U.S. Trustee objects to the Disclosure Statement explaining the
Chapter 11 Plan of Reorganization of Golden Hotel LLC and Golden
Capital Venture LLC.
The U.S. Trustee points out that the Disclosure Statement states
that the Plan contemplates substantive consolidation of the debtors
but fails to adequately describe the process for substantive
consolidation; i.e., by separate motion or through a confirmation
brief.
The Disclosure Statement provides that Class 6 creditors under
option # 2 will receive 100% plus interest over time, and Class 7
will also receive 100% plus interest over time. The source of the
payment for both class 6 (option #2) and class 7 is derived from
Available Cash. If, in fact, there is no Available Cash, then
class 6 claims (option #2) and class 7 claims will be paid the
entirety of their allowed claims (with interest) in a one-time
lump-sum distribution seven years from the Effective Date.
The U.S. Trustee avers that by structuring the payments (i.e.,
payment in full, with interest -- even if it is seven years from
the Effective Date), the Debtors believe this treatment is "fair
and equitable" and, therefore, can cram down classes 6 and 7, if
either vote against accepting the plan. The Court will ultimately
decide this issue at confirmation. However, when it comes to
adequacy of disclosure, the Disclosure Statement falls short when
it fails to address the source of the lump sum payment. Depending
on the size of the Class 7 deficiency claim of Wells Fargo, this
payment may be several million dollars.
About Golden Hotel
Golden Hotel LLC and Golden Capital Venture LLC collectively own
and operate the Radisson Hotel Anaheim-Buena Park located at 7762
Beach Boulevard, Buena Park, California. Golden Capital Venture
owns the real property and Golden Hotel operates the hotel pursuant
to a lease from Golden Capital Venture and a license from Radisson
Hotels International, Inc. Invobal Corporation is the sole member
of both Golden entities.
Golden Hotel LLC and Golden Capital Venture LLC concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. C.D. Cal. Case Nos. 20-12636 and 20-12637,
respectively) on Sept. 21, 2020. The petitions were signed by Hieu
M. Bui, manager. At the time of filing, the Debtors estimated $10
million to $50 million in both assets and liabilities.
Judge Scott C. Clarkson oversees the case.
SMILEY WANG-EKVALL, LLP, led by Lei Lei wang Ekvall, is serving as
the Debtors' counsel.
HERTZ CORP: DOJ Slams Request to Pay $12.1 Mil. in Exec. Bonuses
----------------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Hertz Corp.'s request to
award up to $12.1 million in performance bonuses to company
executives received pushback from the Justice Department, which
says the car rental giant hasn't shown that its target goals are
hard to reach.
Hertz's two proposed incentive plans for top executives and
managers use projected financial forecasts that lack actual data
from the 2020 holiday travel season showing that monthly revenue
was growing since the summer, the U.S. Trustee's office said Monday
in a filing with the U.S. Bankruptcy Court for the District of
Delaware.
"This Court previously refused to approve an incentive plan where
the goals were based on the worst economic climate the Debtors had
ever experienced. This Motion presents the same kind of problem.
Debtors used 2020 projected year-end results developed in November
2020, before the holiday travel season, to derive a 2021 forecast.
Merely exceeding that forecast is not dispositive. Debtors must
provide the underlying 2020 year-end results and financial trend
information for the last two quarters of 2020. Merely setting
goals that are higher than projections does not prove the goals are
a "stretch"," the U.S. Trustee said in court filings.
About Hertz Corp.
Hertz Corp. and its subsidiaries -- http://www.hertz.com-- operate
a worldwide vehicle rental business under the Hertz, Dollar, and
Thrifty brands, with car rental locations in North America, Europe,
Latin America, Africa, Asia, Australia, the Caribbean, the Middle
East, and New Zealand. They also operate a vehicle leasing and
fleet management solutions business.
On May 22, 2020, The Hertz Corporation and certain of its U.S. and
Canadian subsidiaries and affiliates filed voluntary petitions for
reorganization under Chapter 11 in the U.S. Bankruptcy Court for
the District of Delaware (Bankr. D. Del. Case No. 20-11218).
Judge Mary F. Walrath oversees the cases.
The Debtors have tapped White & Case LLP as their bankruptcy
counsel, Richards, Layton & Finger, P.A. as local counsel, Moelis &
Co. as investment banker, and FTI Consulting as financial advisor.
The Debtors also retained the services of Boston Consulting Group
to assist the Debtors in the development of their business plan.
Prime Clerk LLC is the claims agent.
The U.S. Trustee for Regions 3 and 9 appointed a Committee to
represent unsecured creditors in Debtors' Chapter 11 cases. The
Committee has tapped Kramer Levin Naftalis & Frankel LLP as its
bankruptcy counsel, Benesch Friedlander Coplan & Aronoff LLP as
Delaware counsel, UBS Securities LLC as investment banker, and
Berkeley Research Group, LLC as financial advisor. Ernst & Young
LLP provides audit and tax services to the Committee.
HEXCEL CORP: S&P Downgrades ICR to 'BB+' on Customer Destocking
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Hexcel Corp.
to 'BB+' from 'BBB-'.
S&P said, "At the same time, we are lowering our issue-level rating
on the company unsecured notes to 'BB+' from 'BBB-' and assigning
our '3' recovery rating. The '3' recovery rating indicates our
expectation for meaningful recovery (50%-70%; rounded estimate:
50%) in a default scenario.
"The negative outlook reflects that Hexcel's metrics could weaken
further if aircraft build rates continue to decline, its customers
destock for longer than we currently expect, it is unable to
improve its margins, or its other end markets do not recover as we
anticipate."
Hexcel's credit metrics will likely remain weak through 2021
because of the coronavirus pandemic. The company manufactures
composite structural materials, mainly for commercial aircraft (55%
of 2020 revenue), and its demand has been significantly affected by
the reduced build rates across all platforms at original equipment
manufacturers (OEMs) Boeing Co. and Airbus S.E. (excluding the
Boeing 737 MAX). In addition, due to its position early on in the
supply chain, Hexcel has seen a faster and more pronounced drop in
its demand because its customers are choosing to use their existing
inventory to preserve cash. S&P said, "We expect this destocking to
continue into the second quarter of 2021. The company also has
higher shipset content on widebody aircraft, which will likely
experience a slower recovery in their demand due to the more severe
decline in international air travel. Furthermore, Hexcel's volumes
in its industrial business (15%), including wind energy, will also
likely remain depressed because of the drop in spending. The
company's space and defense demand (30%) will likely be flat to
slightly positive, though we don't expect it to rise enough to
offset the reduced demand in its other end markets. We now expect
Hexcel's funds from operations (FFO) to debt to be in the 14%-18%
range and its debt to EBITDA to be in the 4.4x-4.8x range in 2021
before improving to 20%-24% and 3.4x-3.8x, respectively, in 2022."
Environmental, social, and governance (ESG) credit factors for this
credit rating change:
-- Health and safety
S&P said, "The negative outlook on Hexcel reflects our expectation
that its credit metrics will be weaker than we previously forecast
in 2021 due to the coronavirus pandemic's ongoing effect on air
travel. This will likely lead to additional reductions in
commercial aircraft build rates and continued destocking, which
will cause Hexcel's EBITDA margins to remain weak in the
13.5%-14.5% range due to its lower volumes. We now expect the
company's FFO to debt to be in the 14%-18% range in 2021 before
increasing to the 20%-24% area in 2022 and its debt to EBITDA to be
in the 4.4x-4.8x range in 2021 before improving to 3.4x-3.8x in
2022."
S&P could lower its rating on Hexcel in the next 12 months if:
-- Its FFO to debt remains below 20% while it sustains debt to
EBITDA of more than 4x and we do not expect either metric to
improve; or
-- S&P thinks its margins will remain at this depressed level.
This would likely occur due to:
-- A further reduction in commercial aircraft build rates;
-- A longer-than-expected period of destocking;
-- Ineffective cost-cutting actions; or
-- S&P's expectation for a more aggressive financial policy after
the amendment period.
S&P could revise its outlook on Hexcel to stable in the next 24
months if:
-- Its FFO to debt increases above 20%;
-- Its debt to EBITDA improves below 4x; and
-- S&P expects its metrics to remain at these levels or better.
This would likely occur due to:
-- Aircraft build rates remaining at current levels or increasing
quicker than it expects;
-- Cost-cutting actions are fully realized; or
-- The company maintains a more conservative financial policy, at
least until its credit metrics recover.
HOUSING ASSOCIATION: Seeks to Hire Darby Law Practice as Counsel
----------------------------------------------------------------
Housing Association Software seeks approval from the U.S.
Bankruptcy Court for the District of Nevada to employ Darby Law
Practice, Ltd. as its bankruptcy counsel.
The firm will provide these services:
a. advise the Debtor of its rights, powers and duties in the
continued operation of its business and management of its
properties;
b. 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 actions commenced against the
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed against
the Debtor's estate;
c. prepare legal papers;
d. attend meetings and negotiate with the Subchapter 5 trustee,
representatives of creditors, equity holders, prospective investors
or acquirers, and other parties in interest; and
e. perform all other necessary legal services in connection with
the Debtor's Chapter 11 Subchapter 5 case.
The firm will be paid at the rates of $400 to $450 per hour and
will be reimbursed for out-of-pocket expenses incurred.
The retainer fee is $5,000.
Kevin Darby, Esq., a partner at Darby Law Practice, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Kevin A. Darby, Esq.
Tricia M. Darby, Esq.
Darby Law Practice, Ltd.
4777 Caughlin Parkway
Reno, NV 89519
Tel: (775) 322-1237
Fax: (775) 996-7290
Email: kad@darbylawpractice.com
tricia@darbylawpractice.com
About Housing Association Software
Housing Association Software filed a Chapter 11 bankruptcy petition
(Bankr. D. Nev. Case No. 21-50078) on Feb. 3, 2021. At the time of
the filing, the Debtor had estimated assets of between $50,001 and
$100,000 and liabilities of between $100,001 and $500,000.
Judge: Bruce T Beesley oversees the case. Darby Law Practice, Ltd.
is the Debtor's bankruptcy counsel.
HOWARD BEND: Fitch Lowers $12.3MM Series 2005 Bonds to 'CCC'
------------------------------------------------------------
Fitch Ratings has downgraded the following Howard Bend Levee
District (the district) bonds to 'CCC' from 'B+':
-- $12.3 million levee district refunding and improvement bonds
series 2005.
The rating has been removed from Rating Watch Negative.
SECURITY
The bonds are special limited obligations payable solely from a
special levee assessment (SLA) against certain benefited properties
within the district. The SLA is required to be set annually to
cover annual debt service. Under an emergency authorization, the
levy may be increased to 1.1x debt service. The Series 2005 bonds
are also payable from a cash-funded debt service reserve fund
(DSRF) of $2 million.
ANALYTICAL CONCLUSION
The downgrade to 'CCC' reflects increased risks to raising
sufficient assessment revenues for full and timely payment of debt
service due to unresolved lawsuits filed by two SLA payers and
recent additional SLA payment protests. Failure to resolve the
litigation and the addition of new payment challenges by SLA payers
make the timing and amount of assessment revenue receipt
uncertain.
KEY RATING DRIVERS
HISTORICALLY PREDICTABLE REVENUES CHALLENGED: The district's levy
requirement, along with the moderate volatility in annual
collections, had historically supported an adequate margin of
safety for debt service coverage to warrant an investment grade
rating. This margin weakened significantly with the hold-back of
assessment payments and continued payment challenges. The
collection rate dropped to about 69% for 2019, reflecting protested
payments held back due to litigation. Collections for 2020 will
reflect the continued holdback of assessment payments.
SIGNIFICANT TAXPAYER CONCENTRATION: The district has considerable
taxpayer concentration, with the top 10 payers accounting for over
80% of total assessed benefits. The top payer, GLP Capital LP, (the
casino) owner of Hollywood Casino St. Louis properties, accounts
for about 31% of total assessed benefits.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to a
positive rating action/upgrade:
-- Resolution of existing legal actions and payment challenges
that secure the release of protested assessment payments and
provide greater assurance that future payments will be made on
a timely basis;
-- The district's ability to address the impact of any future
challenges to assessment payments and consistently maintain
adequate coverage levels without increasing the risk of
additional payment challenges and/or litigation.
Factors that could, individually or collectively, lead to a
negative rating action/downgrade:
-- Further diminishment of district resources, leading to
increased probability of inadequate coverage of district debt
service needs;
-- Additional litigation or additional challenges by SLA payers
that negatively affect district receipt of assessment
revenues.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.
CREDIT PROFILE
ECONOMIC RESOURCE BASE
Howard Bend Levee District encompasses approximately 13 square
miles and is 20 miles northwest of St. Louis, MO. The district was
incorporated in 1987 and is organized for a period of 100 years for
the purpose of protecting and reclaiming land from the effects of
overflow, wash and bank erosion, and for sanitary and agricultural
purposes. The district is governed by a five-member board of
supervisors comprised of five property owners within the district
and has no employees. The district engages in minimal operations
outside of improvement projects and maintenance for the levee and
so. Given this, Fitch has not assigned the district an Issuer
Default Rating (IDR).
CURRENT DEVELOPMENTS
The district's top SLA payer, the casino, (about 31% of total
assessed benefits) and the city of Maryland Heights (the city;
about 4%) have filed lawsuits related to the district's procedures
for calculating assessments and use of assessment revenues. Both
the casino and the city made their assessment payments under
protest for 2019. Due to litigation, these payments were held by
St. Louis County, MO (the county) and were not distributed to the
district. The protested payments will not be released until the
lawsuits are resolved.
To cover 2020 debt service needs, the district relied on available
reserves, largely from excess, previously levied assessment
revenues, but did not access the debt service reserve fund. To
address 2021 debt service needs, with the assumption of continued
unavailability of the casino and city payments, the district
increased assessments on payers by up to about 64%. District
assessment levels also assumed some use of proceeds from the 2020
sale of land to the U.S. Fish and Wildlife Service.
The district's assessment levy for debt service in the following
year must be set on or before Sept. 30, and payments are due by
Dec. 31. Debt service payments are due March 1 and Sept. 1. Based
on 2020 debt service assessment collections distributed to the
district to date and use of other available funds, including
proceeds from a land sale (about $536 thousand), the district has
sufficient funds to cover the district's upcoming March 1 total
debt service payment (about $2.4 million).
Following the 2020 assessment increase, additional payers beyond
the casino and city made their 2020 assessment payments under
protest. About $1.5 million in debt service assessment payments are
currently being held back from the district because they were made
in protest. These include the casino and city payments (over $1
million), which the district assumed would be held back in setting
the 2020 assessment charge, and about $477,000 in additional
protested payments. These are largely related to the Metropolitan
St. Louis Sewer District and Missouri American Water Company, the
second and third largest district payers, respectively.
It is Fitch's understanding that, under the county collections
process, assessment payments made under protest are held back by
the county initially, but typically released (generally by May)
following a court action that has been initiated annually on behalf
of all county taxing entities, including levee districts. However,
if any of the payers file a lawsuit related to their protested
payments within 90 days of their payment, the protested payments
would be held back pending resolution of the lawsuit or order by
the county circuit court per state taxation and revenue statutes
(139.031). The district has indicated that it expects no change to
these procedures this year. About $65 thousand in 2020 debt service
assessment payments are delinquent.
While the district has sufficient funds on hand currently to
provide for the March 1, 2021 total debt service payment (just over
1x coverage), remaining available debt service assessment funds
after that payment is made are insufficient to cover the Sept. 2021
total debt service payment (about $554,000), even with the receipt
of about $340 thousand in uncontested debt service assessment
payments last week, which were recently processed by the county.
Timely debt service payment, without the use of the debt service
reserve fund, will require the release by the county of additional
debt service assessment payments from the payments under protest.
If, like the casino and city, other payers choose to file lawsuits
related to protested payments, Fitch understands that some or all
of these assessment payments could be held back and be unavailable
for the Sept. 1 debt service payment. Absent receipt of the
protested payments, the district may also rely on maintenance
assessment revenues on hand (currently estimated at about $400
thousand) to cover the Sept. 1 debt service payment, though some
maintenance related spending is expected to paid out from these
revenues. The bonds' debt service reserve fund balance of $2
million is also available to address a shortfall in revenues.
In addition to the DSRF, the district previously held ample
balances ($1 million to $2 million in recent years) in maintenance,
emergency, and bond installment funds available for debt service.
With the drawdown of excess, previously levied assessment revenues
moneys for 2020 debt service needs, reserves are currently limited
to about $643 thousand in the bond installment fund (largely the
land sale proceeds) and about $138 thousand in emergency reserve
and construction fund excess balances. Maximum annual debt service
(MADS) on the bonds is about $2 million and MADS on all district
debt, payable from the same assessment base, is approximately $3
million.
DEDICATED TAX CREDIT PROFILE
DEBT SERVICE AND COLLECTION RATES DRIVE REVENUES
Pledged revenues are driven by the size of annual debt service
payments and the SLA collection rate. The district can also levy
for maintenance needs, at up to 10% of the total project cost, with
maintenance levy assessments revenues available, although not
pledged for debt service
The SLAs are collected by St. Louis County. Delinquent levee
assessments constitute a lien that is subordinate to the liens of
the state for general state, county, school, and road taxes.
Governmental entities are subject to the district's levy under
state statute. Collection rates historically have been high,
exceeding 96% through to 2018. The collection rate dropped to about
69% for 2019, reflecting held back casino and city payments
unavailable to the district due to ongoing litigation. Collections
for 2020 will reflect the continued holdback of these payments.
RATING REFLECTS RISK OF NON-PAYMENT OF ASSESSMENT REVENUES
Fitch typically uses the Fitch Analytical Stress Test (FAST) model,
which relates the volatility of historical revenues to U.S. GDP, to
evaluate the sensitivity of the dedicated tax structure to a
moderate recession scenario (a 1% decline in U.S. GDP). However,
historical volatility does not assess the risk of the held back
payments on the ability to provide sufficient funds for debt
service. This risk forms the basis of the 'CCC' rating.
SIGNIFICANT TAXPAYER CONCENTRATION
The district is highly concentrated, with the top 10 taxpayers
accounting for over 80% of the total assessed benefits. There is a
total of 355 taxpayers. More than one-half of the top 10 taxpayers
are governmental or quasi-governmental entities, including the
state of Missouri (IDR AAA/ Stable), Maryland Heights, and St.
Louis County (IDR AAA/Stable). The combined share of total assessed
benefits for top 10 governmental taxpayers is about 34%, slightly
more than that of the casino.
The potential for cash flow volatility in the event of major
taxpayer non-payment is a significant credit vulnerability, which
could require a draw on the DSRF until collection of the subsequent
annual SLA levy. While the district has the legal authority to
increase assessments in the event of non-payment, Fitch believes
the practical and timely application of such authority to meet debt
service requirements is challenging. The district is required to
increase the SLA on all payers to replenish the DSRF.
ASYMMETRIC RISK CONSIDERATIONS
The rating also reflects the composition of the districts
assessment base, which results in an asymmetric risk due to its
concentrated nature, with a single payer representing a significant
percentage of total assessments.
IMMUNSYS INC: Seeks to Hire KapilaMukamal as Financial Advisor
--------------------------------------------------------------
ImmunSYS, Inc. seeks approval from the U.S. Bankruptcy Court for
the Southern District of Florida to hire KapilaMukamal, LLP as its
financial advisor.
The firm's services include:
a. analyzing the cash flows and profitability of the Debtor's
business;
b. preparing or reviewing the monthly operating reports
required by the Court;
c. preparing or reviewing the financial budgets, projections,
project costs and profitability estimates;
d. providing assistance in developing or reviewing plans of
reorganization or disclosure statements, including tax
ramifications;
e. providing other bankruptcy related issues to facilitate a
Plan of Reorganization;
f. assisting with tax compliance filings and related matters;
g. reviewing and analyzing the reporting of cash collateral
and any DIP financing arrangements and budgets; and
h. performing other work as may be requested by management.
The firm will be compensated at its standard hourly rates ranging
from $170 to $560.
The retainer fee for the firm's services is $15,000.
KapilaMukama is a "disinterested person" within the meaning of
Section 101(14) of the Bankruptcy Code, according to court
filings.
The firm can be reached through:
Barry E. Mukamal. CPA
KapilaMukama, LLP
1000 South Federal Highway, Suite 200
Fort Lauderdale, FL 33316
Telephone: (954) 761-1011
Facsimile: (954) 761-1033
Email: bmukamal@kapilamukamal.com
About ImmunSYS Inc.
ImmunSYS, Inc. -- www.immunsys.com -- is a clinical-stage
biopharmaceutical company focused on developing innovative cancer
immunotherapy products to improve the lives of patients with
metastatic prostate cancer and other metastatic solid tumors.
ImmunSYS filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 20-24196) on Dec.
31, 2020. Igor Keselman, chief executive officer, signed the
petition.
At the time of the filing, the Debtor had estimated assets of
between $100,000 and $500,000 and liabilities of between $10
million and $50 million.
Bast Amron LLP and MDO Partners serve as the Debtor's bankruptcy
counsel and special counsel, respectively. KapilaMukamal, LLP is
the Debtor's financial advisor.
INTRADO CORP: Fitch Affirms 'B' IDR, Outlook Stable
---------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Rating (IDR) of
Intrado Corporation at 'B'/Stable Rating Outlook. Fitch has also
affirmed Intrado's senior secured credit facility at 'BB-'/'RR2'
and 8.5% senior unsecured notes at 'CCC+'/'RR6'.
The ratings are based on Fitch's expectation that Intrado's
revenues and adjusted EBITDA will continue to stabilize as the
company's revenue mix continues to evolve; and Health Advocate
divestiture transaction will close in 1Q21 and substantial proceeds
from the sale will be applied towards debt reduction.
The Enterprise Collaboration (EC) segment continues to undergo a
shift to growing Unified Communication as a Service (UCaaS) revenue
from the declining traditional conferencing revenue. Although the
company does not disclose the exact revenue bifurcation between the
two, UCaaS revenue exceeded the legacy conferencing revenue for the
first time during 3Q20. Fitch expects the ongoing recast of legacy
contracts to UCaaS to be completed by mid-2022 so that revenue
declines in EC segment over the forecast would significantly
abate.
While the ongoing recast has a negative effect on EC segment's
EBITDA margins as UCaaS has lower margins compared to legacy
conferencing, the continued decline of EC's contribution to
Intrado's total revenue augurs well for the company's operating
profitability (adjusted EBITDA margins). Fitch expects EC's share
in overall revenue mix to decline to about 37% by 2022 (on an
annualized basis), down from over 46% in 2018. In addition, overall
margins should benefit from growing and higher-margin Digital Media
(DM) segment. The DM segment witnessed a significant increase in
revenue during 2Q20 and 3Q20 due to the pandemic-spurred spike in
virtual events and is expected to register double-digit revenue
growth in the coming few quarters.
Fitch expects divestiture of the Health Advocate business to be
completed in 1Q21. Intrado announced the sale transaction in
October 2020 when it entered into a definitive agreement with
Teleperformance, a leading business services company, for an
undisclosed amount. Fitch has assumed in its base case that a
substantial portion of the total net proceeds will be used to
prepay the first-lien term loans. Including the sale and debt
repayment, Fitch expects leverage (total debt/EBITDA) at 5.9x at
the end of 2021. The agency believes the divestiture helps
accelerate the deleveraging, bringing the leverage back within the
current negative sensitivity of 6.5x much faster and with a good
cushion. The divestiture is expected to close by the end of 1Q21.
KEY RATING DRIVERS
Evolving Revenue and Margin Mix: Intrado's revenue mix continues to
diversify away from EC revenue as combined non-EC segments now
contribute over 60% of the company's total revenue. Fitch expects
EC's share in overall revenue mix to decline to about 37% by 2022
(on an annualized basis), down from over 60% in 2016. This trend
will help Intrado arrest revenue declines exacerbated by declining
legacy conferencing revenue in EC. It will also help improve
overall EBITDA margins in the long-term as lower margin EC segment
will be a lower proportion of revenue. In addition, Fitch expects
margins to also benefit from growing and higher-margin Digital
Media segment as the agency expects growth in virtual events,
spurred by the pandemic, will be sustained in the near to medium
term.
Health Advocate (HA) Divestiture to Improve Leverage: Fitch's
rating case assumes that a substantial portion of net proceeds (net
of taxes and expenses) from divestiture of Health Advocate (HA)
business will be used to reduce first-lien debt. The agency
believes the divestiture helps accelerate the deleveraging,
bringing the gross leverage (total debt/EBITDA) back within the
rating sensitivities much faster and provides good cushion within
the current band of sensitivities. Fitch expects gross leverage at
the end of 2021 and 2022 to be at 5.9x and 5.7x respectively. The
divestiture is expected to close by 1Q21, subject to regulatory
approvals and customary closing conditions.
Industry Tailwinds Support Growth: The pandemic-driven shift to
work-from-home accelerated the already growing demand for UCaaS
solutions by enterprises and SMBs. The UCaaS market is expected to
grow at 23.5% CAGR to approximately $170 billion by 2027, driven by
low installation and maintenance costs and ability to support
remote work and scalability, relative to legacy PBX systems. Fitch
expects Intrado's ongoing recast efforts will result in reversing
the negative revenue trends as UCaaS scales in the long term,
however the agency does not anticipate EC turning to positive
revenue growth over the rating horizon.
The virtual events market that also saw a significant
pandemic-spurred increase in volumes in 2020, is expected to
continue to show strength as the agency believes that social
distancing will likely continue in the near term until a
substantial proportion of population is vaccinated. Fitch believes
that even when physical events return, they will likely include a
virtual component as they are cost-effective for companies and may
be time-effective for participants who may also not be comfortable
returning to social gatherings in the near- to medium term. Fitch
forecasts a double-digit growth in Intrado's DM segment for 2021.
Cost Savings to Support EBITDA: Intrado continues to expand its
cost management efforts, with the identification of $100 million of
additional cost savings in phase 2 of the cost savings program. The
company mostly realized and fully-actioned, $175 million of cost
savings under phase 1. Additional cost take-outs will focus more on
strategic initiatives, including product rationalization and a
review of technology assets. In addition, unifying brands acquired
over the years from acquisitions presents additional cross selling
opportunities. From Fitch's perspective, given the track record,
execution risks related to achieving future identified cost
synergies are modest. Fitch's forecasted EBITDA includes
realization of these cost synergies over a two-year period
including from acquisitions.
Improving FCF Profile: Fitch expects FCFs to improve materially in
2020 largely due to working capital optimization and lower cash
interest expense as the company redeemed over $100 million of debt
during the year, over and above the annual amortization of term
loans. Fitch expects FCF margins in mid-to-high single digits over
the rating horizon supported by revenue and EBITDA stabilization,
improvement in working capital, low capex intensity and absence of
dividends.
Highly Competitive Marketplace: The markets in which Intrado
competes are highly competitive and include market leaders, which
are larger and have greater financial flexibility. In EC, the
company partners and competes in the enterprise market with
Microsoft and Cisco, while focusing on scaling its recently
launched proprietary platform, Hoot, catered to SMB market. Intrado
competes with companies such as Zoom, 8x8, LogMeIn and RingCentral
in this space.
DERIVATION SUMMARY
Intrado's business profile entails an amalgamation of a diverse
portfolio of technology solutions and, hence, is not directly
comparable to its peers that may provide similar but a different
mix of technology services. In the Enterprise Collaboration segment
that represents about 40% of total revenue, Intrado competes with
technology and telecom industry giants such as Microsoft
Corporation (AA+/Stable) and AT&T (A-/Stable); and Citrix Systems
(BBB/Stable) that are investment grade issuers. In this category,
it also competes with several mid- and small-sized companies such
as Avaya (B/Stable) and LogMeIn (B/Stable). Intrado has higher
leverage than Avaya, but operates at better EBITDA margins.
LogMeIn's leverage and EBITDA margins are in line with Intrado's
metrics.
In the Life and Safety segment, Intrado competes with Bandwidth
(NR) and Motorola Solutions (BBB-/ Stable), while in Digital Media
competes with companies such as Business Wire (NR), Cision (NR)and
several other specialized service providers.
KEY ASSUMPTIONS
Fitch's key assumptions within the Agency's rating case for the
issuer include:
-- Fitch expects 2020 and 2021 revenue to decline in near mid
single digits due to the declines in the traditional audio
conferencing segments offsetting the combined moderate revenue
increases from other segments and due to the effects of
divestitures in Health& Wellness segment;
-- EBITDA margins are expected to benefit from continued
realization of cost savings and synergies from acquisitions;
-- Fitch assumes Health Advocate divestiture to complete in 1Q'21
and a significant portion of net proceeds are used to prepay
term loan;
-- Capex intensity is anticipated averaging near 5% over the
rating horizon;
-- No dividends assumed in the model following cessation in 2017;
-- Moderate levels of M&A activity assumed to reflect
opportunistic M&A activity.
Recovery Assumptions:
The recovery analysis assumes that Intrado would be considered a
going concern in a bankruptcy and that the company would be
reorganized rather than liquidated.
Fitch has assumed a 10% administrative claim.
The revolving facility is assumed to be fully drawn upon default.
Fitch estimates a post-reorganization enterprise valuation based on
5.5x multiple. The choice of this multiple considered the following
factors:
The mid-market multiples of comparable companies in Intrado's
industry have ranged from 8x-16x (pre-pandemic).
The Apollo transaction valued Intrado at approximately 7.8x
EV/EBITDA.
Avaya, a comparable to Intrado in unified conferencing, filed for
bankruptcy in 2017 and reemerged with an estimated midpoint EV/Post
Emergence EBITDA multiple of 8.1x per Fitch's TMT Bankruptcy EVs
and Credit Recoveries Report published in April 2020.
The going-concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganization EBITDA level, and is based on LTM
EBITDA, pro forma for acquisitions.
Going concern EBITDA is assumed approximately 12% below the PF LTM
EBITDA to reflect a decline in revenue representing loss of a
significant customer and Intrado's inability to scale UcaaS-related
revenue that is sufficient enough to cushion declines in
traditional audio conferencing under the ongoing recast efforts as
well as assumes weaker than expected revenue growth in other
sectors.
The recovery analysis assigns a recovery rating of 'RR2' to the
company's senior secured debt and 'RR6' to the unsecured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Improvement in operating profile including positive revenue
growth exceeding Fitch's expectations, expansion of margins
due to restructuring efforts and/or realization of synergies
and expansion of customer base;
-- Leverage (total debt/EBITDA) sustained below 5.0x (or Total
Adjusted Debt/EBITDA below 5.2x);
-- (CFO -Capex)/ Total Debt sustained above 7%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Inability to sustain organic revenue growth due to EC segment
declines offsetting revenue growth from other segments;
-- Deterioration of operating profile due to competition, an
inability to achieve desired efficiencies impacting operating
margins;
-- Leverage (total debt/EBITDA) sustained above 6.5x (or total
adjusted debt-to-EBITDA sustained above 6.7x)
-- (CFO -Capex)/total debt sustained below 3%.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Fitch believes Intrado's liquidity is sufficient supported by the
cash balances on hand, full availability under the $350 million
revolver and positive FCFs. Fitch expects FCFs to strengthen given
the low capex and improvement in working capital as a result of
working capital optimization efforts in 2020, and absence of
dividends. Fitch expects FCF margins to average in mid- to
high-single digits.
Intrado's debt structure as of Sept. 30, 2020 includes a $350
million revolving facility with maturity in October 2022, $3,171
million outstanding in first-lien term loans maturing in 2024 and
$848 million outstanding on 2025 senior unsecured notes, down from
the $950 million outstanding at YE2019, following over $100 million
in debt redemptions in 1H20. Following the 2017 refinancing,
Intrado maintains roughly $11 million of its 5.375% unsecured notes
maturing 2022.
SUMMARY OF FINANCIAL ADJUSTMENTS
ESG Considerations
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity
IRON HORSE: Amended Plan of Reorganization Confirmed by Judge
-------------------------------------------------------------
Judge David R. Jones has entered an order confirming the Combined
First Amended Plan of Reorganization and First Amended Disclosure
Statement filed by Iron Horse Tools, LLC.
The following amendments are made for the Plan to be confirmed:
* "Former Managers" shall mean J. Chris McClanahan; Joey
Phillips, Fred Lovaas; and Storey Charbonnet, as well as any third
party acting in concert with such persons, conspiring with such
persons or who aided and abetted such persons in breaching any
contract with or duty owed to the Debtor.
* Class 1 – Any Allowed Secured Claims of Ad Valorem Taxing
Authorities. Each holder of an Allowed Secured Claim in Class 1
shall receive full payment of such Allowed Claim within 30 days of
the Effective Date. Notwithstanding anything to the contrary
contained within the Plan or approved Disclosure Statement, the
Secured Tax Claims owing to Ad Valorem Taxing Authorities shall be
paid by the Debtor, on or before thirty days from confirmation of
the Plan. The Claims owing to Ad Valorem Taxing Authorities shall
bear interest at the statutory rate of 12% per annum beginning
February 1, 2021 until said taxes are paid in full, and the
statutory Liens now securing them shall be retained until said
taxes are paid in full.
* Default shall occur if payment in full is not made on the
tax claims Claims owing to Ad Valorem Taxing Authorities as
provided under the confirmed Plan. In the event of default, the Ad
Valorem Taxing Authorities (or the affected Ad Valorem Taxing
Authorities) shall send written notice of default to Debtor's
attorney and to the Debtor. If the default is not cured within
twenty days after notice of the default is mailed, the affected Ad
Valorem Taxing Authorities may proceed with state law remedies for
collection of all amounts due under state law pursuant to the Texas
Property Tax Code.
* Class 3A – Any Allowed Secured Claims of ValueBank Secured
by the Monahans Property. ValueBank shall retain its liens and
claims against the Monahans Property and shall be treated as a
fully secured creditor. On or before a date selected by the Debtor
to occur no later than fifteen days following the Confirmation
Date, the Debtor shall (i) cure any monetary default that occurred
before the VB Reinstatement Date, applying the contractual
non-default rate of interest provided under the VB Monahans Note.
A full-text copy of the order dated Feb. 2, 2021, is available at
https://bit.ly/2Ohu39b from PacerMonitor.com at no charge.
Counsel for the Debtor:
Howard Marc Spector
Sarah M. Cox
SPECTOR & COX, PLLC
12770 Coit Road, Suite 1100
Dallas, Texas 75251
Tel: (214) 365-5377
Fax: (214) 237-3380
E-mail: Hspector@spectorcox.com
About Iron Horse Tools
Founded in 2008, Iron Horse Tools, LLC, is a provider of pressure
control-related equipment and services, serving the oil and gas
plays throughout the United States. Iron Horse Tools equipment is
manufactured for the oilfield by Gardner Denver, T3 Energy
Services, and Cortec. On the Web: http://www.ironhorsetools.com/
Iron Horse Tools filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No.
20-20272) on Aug. 18, 2020. Joey Phillips, manager and president,
signed the petition. At the time of the filing, the Debtor had
estimated assets of less than $50,000 and liabilities of between
$10 million and $50 million.
Judge David R. Jones oversees the case.
Howard Marc Spector, Esq. at Spector & Cox, PLLC, serves as the
Debtor's legal counsel.
ISLET SCIENCES: Committee Questions $442-Mil. Valuation
-------------------------------------------------------
The Official Committee of Unsecured Creditors submitted an
objection to the Disclosure Statement for the Plan of
Reorganization of Islet Sciences, Inc.
"The Debtor's most recent monthly operating report reflects total
liabilities of $9,363,720, as of Dec. 31, 2020. This includes
petition date liabilities of $8,982,869. This same report reflects
total assets of only $74,614 as of Dec. 31, 2020, exclusively as
cash on hand. As of Dec. 31, 2020, the Debtor has realized
receipts during the Bankruptcy Case of $400,997, all of which have
been attributed to capital contributions made to the Debtor. As of
this same date, the Debtor has made total disbursements during the
Bankruptcy Case of $668,997 and shows a loss from operations to the
tune of $707,234. During the entire time this case has been
pending, the Debtor asserts it has spent only $190,539 on research
and development, most of which is believed to be payments made to
third parties and which does not represent any actual research
activities conducted directly by the Debtor. Indeed, the Debtor
has no employees and conducts no research of its own," the
Committee points out.
"Yet, the Debtor fantastically claims that "the value of the Debtor
is $442,398,000." The Debtor even goes so far as to claim this
fantastic valuation is "conservative." ... Reading closely, what
becomes clear is that this valuation is based on underlying
intellectual property relating to research-stage treatments being
eventually licensed to other, more established companies,
something that has not happened yet and which may never happen.
The Committee avers that on the facts of this case, and considering
the type and quality of disclosures which should be contained in
the Disclosure Statement, this Disclosure Statement should not be
approved. It notes that the description of available assets and
their value is woefully lacking, particularly when the status of
the Debtor's actual operations is considered. Further, the
financial information, data, valuations, and projections, which are
relevant to an investor's decision to support or reject the Plan,
are not contained within the Disclosure Statement, but instead only
within the Debtor's valuation report, a report which, again, is not
included with the Disclosure Statement.
"According to the Disclosure Statement, the total amount of General
Unsecured Claims is estimated to be $6,723,569. The Debtor
proposes to give the lender on the DIP Facility an 11% ownership
interest. The Petition Creditors will receive up to a .4%
ownership in the Debtor, and General Unsecured Creditors will
receive 1.6% ownership interest in the Debtor, with current
ownership retaining, at worst, 87% of the ownership in the Debtor.
This 1.6% ownership stake, using for purposes of argument the
Debtor's new and improved valuation, equates to $7,078,368.
However, this same 1.6% ownership stake is only worth $1,194
based on the currently available assets of the Debtor as reflected
in the Debtor's most recent monthly operating report. The
difference for General Unsecured Creditors is incredibly material,
and all creditors deserve to know through the Disclosure Statement
just how the Debtor was able to obtain such a valuation, without
having to simply take it on faith."
Counsel for the Official Committee of Unsecured Creditors
Ryan A. Andersen, Esq.
Nevada Bar No. 12321
ANDERSEN LAW FIRM, LTD.
3199 E Warm Springs Rd, Ste 400
Las Vegas, Nevada 89120
Phone: 702-522-1992
Fax: 702-825-2824
Email: ryan@vegaslawfirm.legal
About Islet Sciences Inc.
Islet Sciences, Inc. is a biotechnology company engaged in the
research, development, and commercialization of new medicines and
technologies for the treatment of metabolic diseases and related
indications covering unmet medical needs.
On May 29, 2019, creditors filed an involuntary Chapter 7 petition
against Islet Sciences (Bankr. D. Nev. 19-13366). The case was
converted to one under Chapter 11 on September 18, 2019.
Judge Mike K. Nakagawa oversees the case. The Debtor has tapped
Brownstein Hyatt Arber Schreck LLP and Schwartz Law PLLC as its
legal counsel, Armstrong Teasdale LLP as special litigation
counsel, and Portage Point Partners LLC as financial advisor.
The U.S. trustee for Region 17 appointed a committee of unsecured
creditors on Nov. 26, 2019. The committee is represented by
Andersen Law Firm, Ltd.
ISTANBUL REGO: Seeks Approval to Hire Sublime Accounting
--------------------------------------------------------
Istanbul Rego Park, Inc. seeks approval from the US Bankruptcy
Court for the Eastern District of New York to hire Sublime
Accounting, Inc. as its accountant.
The firm will render the following services:
a. gather and verify all pertinent information required to
compile and prepare monthly operating reports; and
b. prepare monthly operating reports.
The firm will bill $300 per report.
As disclosed in court filings, Sublime Accounting is a
disinterested person as that term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached through:
Viktor Vernigorov
Sublime Accounting, Inc.
1928 Kings Hwy fl 2
Brooklyn, NY 11229
Phone: +1 718-676-9090
About Istanbul Rego Park
Istanbul Rego Park, Inc. sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 20-44294) on
Dec. 6, 2020, disclosing $50,000 in assets and $100,001 to $500,000
in liabilities. Alla Kachan, Esq.
at the Law Offices of Alla Kachan, P.C., serves as the Debtor's
counsel.
IVANTI SOFTWARE: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Ivanti Software, Inc.'s Long-Term Issuer
Default Rating (IDR) at 'B'. The Rating Outlook is Stable. Fitch
has also affirmed Ivanti's $175 million secured revolver and the
$1.76 billion first lien term loan at 'BB-'/'RR2' and the $545
million second-lien term loan at 'CCC+'/'RR6'. Fitch has assigned a
'BB-'/'RR2' rating to the new $440 million first lien secured term
loan. The proceeds, along with equity contribution, will be used
for the acquisition of Cherwell Software. The revolving credit
facility remains undrawn.
Fitch's ratings are supported by the secular growth trends for
remote working security and endpoint management. Pro forma for the
acquisitions, Ivanti has a sizeable base of recurring revenues,
strong margins and free cash flow profile, as well as an enhanced
competitive position. Ivanti offers both cloud-based and on-prem
solutions that facilitate service delivery and management of
end-point IT assets, including mobile devices, in addition to its
Pulse Secure VPN products. Fitch believes that while the
coronavirus pandemic accelerated the shift to enable remote work,
the demand for UEM, Secure Access, remote workplace technology will
continue to grow.
Fitch expects Ivanti's leverage to remain in the 6.0x-6.5x range
over the rating horizon. Ivanti's industry position, revenue scale,
and leverage profile are consistent with the 'B' rating category.
The incremental first lien debt issuance results in no remaining
capacity at the first lien debt rating of 'BB-'/'RR2'.
KEY RATING DRIVERS
Highly recurring and diversified revenues: On a pro forma basis,
the company has a strong base of recurring revenues, representing
over 70% of total revenues with net retention rates in excess of
105%. The company is in the early stages of its transition to a
subscription/SaaS model, and Fitch expects recurring revenues will
grow to 80% of total revenues over the rating horizon, which is in
line with Ivanti's SaaS peers in the B-rating category.
On a combined basis the company has over 50,000 customers and no
end vertical concentration. Fitch believes these characteristics
reflect the combined company's mission-critical product, which is
embedded in the customer's workflow. Fitch believes the company's
continued transition and adoption towards a subscription-based
model is a credit positive, as the high levels of recurring revenue
and retention rates provide more visibility and consistency
regarding the company's future revenue and cash flow streams.
Secular Tailwinds Across Business Segments: The proliferation of
"Bring Your Own Devices (BYOD)", combined with the enhanced demand
for remote working, increased cyber security concerns. The digital
transformation of customers' technology infrastructure has created
strong demand across each of Ivanti's product offerings. The total
addressable market for the combined business is expected to grow at
5% CAGR from fiscal years 2020-2024 to $39 billion.
Fitch believes the pandemic has accelerated the demand for both UEM
as well as end-point security, front ending the growth in the
sector. Finally, Fitch expects that customers will look to
consolidate their endpoint security management over the medium
term, and that the combined entity is well-positioned to take
advantage of this shift.
Highly Fragmented and Competitive Marketplace: Ivanti operates in
highly fragmented markets across each of its products. As a result,
Fitch expects Ivanti will be exposed to intensifying competition,
including from market leaders like Microsoft, Citrix, and VMWare,
who are larger, have greater financial flexibility and the ability
to bundle and up-sell their customers at very competitive price
points.
In the ITSM/ESM segment, Ivanti competes with peers such as
ServiceNow in the enterprise segment, and LogMeIn in the middle
market, both of which have strong cloud-native offerings. Cherwell
remains the primary alternative to ServiceNow, as they are the most
replaced ITSM tool. Ivanti plans to capture more market share in
this segment through lower cost of ownership, via low upfront costs
and headcount compared to peers.
Strong Free Cash Flow Characteristics: Ivanti's management has
outlined a sizeable cost rationalization program, and its
successful execution will result in EBITDA margins in the 40%
range, in line with Ivanti's at-scale software peers. Fitch expects
the company to generate FCF margins in the mid-teens from fiscal
2022 onwards upon the completion of the rationalization and
integration of the three acquired entities.
Leverage to Remain Elevated: Fitch expects pro forma gross leverage
at close of 6.5x, which is in line with Ivanti's peers in the 'B'
rating category. Fitch expects leverage to remain above 6.0x over
the rating horizon, and that the company will make ongoing
investments in technologies and products to keep pace with the
fast-moving industry, limiting its ability to deleverage primarily
from EBITDA growth. Private Equity ownership will also limit
deleveraging as sponsors look to optimize ROE.
DERIVATION SUMMARY
On a pro forma basis, Ivanti will primarily operate in three
end-markets, namely unified endpoint management and security,
remote access and ITSM. The broader market for endpoint security
and remote working has been growing, supported by the proliferation
of access points into secure networks, greater awareness around
security breaches and the increasing complexity of IT networks and
applications.
Ivanti is well positioned for its rating, given its sizeable base
of recurring revenues, strong profitability and FCF margins. On a
pro forma basis, Ivanti's EBITDA margins and FCF margins are in
line with its larger and better capitalized peers like IBM, VMWare,
LogMeIn and Citrix. Additionally, Fitch expects Ivanti's leverage
to remain higher than the aforementioned peers, and in excess of 6x
range over the rating horizon. The ratings also reflect Fitch's
expectation that despite strong secular demand for UEM and endpoint
security, Ivanti's growth will be tempered by the highly
competitive landscape in its end-markets, especially against larger
software peers who also offer a comprehensive solution.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Organic revenue growth in the low single digit range over the
rating horizon, reflecting the mix in revenues, shifting from
perpetual license to subscription revenues, as well as the
unwinding of the pandemic benefit to Pulse Secure revenues.
-- EBITDA margins are expected to stabilize above 40%, reflecting
the full impact of the proposed cost savings
-- Normalized free cash flow margins in the mid-teens.
Key Recovery Rating Assumptions
The recovery analysis assumes a going concern EBITDA that is in
line with pro forma LTM Dec. 31, 2020 EBITDA. Fitch applies a 6.5x
multiple to arrive at an enterprise value (EV) of $1.91 billion.
The multiple is higher than the median Telecom, Media and
Technology EV multiple but is in line with the Fitch employed
multiple for other 'B'-rated software companies. In the 21st
edition of Fitch's Bankruptcy Enterprise Values and Creditor
Recoveries case studies, Fitch noted nine past reorganizations in
the Technology sector with recovery multiples ranging from 2.6x to
10.8x. Of these companies, only three were in the Software sector:
Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software Parent,
Inc., which received recovery multiples of 8.4x and 5.5x,
respectively. Median M&A multiples for the sector are in the 9.0x
range. The 6.5x multiple is supported by Ivanti's scale, strong
margins, highly recurring revenues and strong FCF profile
-- Fitch assumes a fully drawn revolver in its recovery analysis
since credit revolvers are tapped as companies are under
distress. Fitch assumes a fully drawn on Ivanti's $175 million
revolver.
-- Fitch estimates strong recovery prospects for the first lien
credit facilities and rates them 'BB-'/'RR2', or two notches
above Ivanti's 'B' IDR. Fitch estimates limited recovery
prospects for the second lien term loan and rates it
'CCC+'/'RR6', two notches below Ivanti's IDR.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Expectation of gross leverage (total debt with equity
credit/operating EBITDA) sustaining below 5.5x;
-- Cash flow leverage, defined as (CFO - capex) / Total debt,
sustained above 8.0%;
-- FFO interest coverage sustaining above 3.0x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Expectation of gross leverage (total debt with equity credit /
operating EBITDA) sustaining above 7.0x;
-- Cash flow leverage, defined as (CFO - capex) / Total debt,
sustained below 5.0%;
-- Integration risks and delays in executing the cost
rationalization impair EBITDA margin improvement;
-- FFO Interest Coverage sustained below 1.5x.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Liquidity: Fitch believes Ivanti has a strong liquidity profile
with approximately $80 million of cash funded to the balance sheet
at the close of the transaction. The liquidity profile is further
supported by significant free cash flow generation, as Fitch
estimates the company to generate ~$340mm throughout the forecast
period driven by cost savings and synergies from the Pulse, Mobile
Iron, and Cherwell acquisition. Lastly, the company has an undrawn
$175 million revolving credit facility.
Debt Structure: Ivanti's debt structure is comprised of a $175
million revolving credit facility, 1st lien term loan debt of $2.20
billion, and a 2nd lien $545 million term loan. The revolver, 1st
lien term loan, and 2nd lien term loan has a maturity of 2025,
2027, and 2028, respectively. The company has a favorable maturity
schedule, with no major payments due until maturity of each
respective term loan.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
JELD-WEN INC: S&P Alters Outlook to Stable, Affirms 'BB-' ICR
-------------------------------------------------------------
S&P Global Ratings revised the outlook on U.S.-based doors and
windows manufacturer Jeld-Wen Inc. to stable from negative and
affirmed its 'BB-' issuer credit rating.
S&P said, "At the same time, we are affirming our 'BB+' issue-level
ratings on Jeld-Wen's secured debt, with a '1' recovery rating
indicating our expectation for substantial (90%-100%; rounded
estimate 95%).
"We are affirming the 'BB-' ratings on the unsecured debt with a
'4' recovery rating, indicating our expectation for average (30% to
50%; rounded estimate 30%) recovery in the event of a payment
default.
"The stable outlook on Jeld-Wen reflects our expectation that it
will continue to generate positive free cash flow and maintain
strong liquidity for the next 12 months. At the same time, we
expect it to maintain total leverage (including lease obligations)
around 4x.
"We expect adjusted leverage to remain around 4x for year-end 2020
and 2021, compared with our prior expectations of well above 4x. We
believe gross margins will be 23%-24% for year-end 2020 and 2021,
which we attribute to higher price realization, improved
efficiencies, and lower input cost pressure with respect to
essential raw materials. We expect margins will improve in 2021 as
the company implements further on its footprint rationalization
strategy, yet we do consider the uncertainty around the pace and
length of current market conditions. Additionally, there is
potential for input costs to rise, such as lumber, steel, and
glass. We expect EBITDA margins will remain in the average range
for building materials companies. We expect the EBITDA interest
coverage to improve roughly 5x for 2020 and 2021. Currently,
Jeld-Wen has a strong cash balance that supports its net debt
levels. It is our belief that the company will maintain these
metrics either using cash in leverage neutral transactions, or in
ways that it will not inhibit earnings.
"Continued strong demand in Jeld-Wen's critical end markets will
lead to better-than-anticipated earnings. We expect top-line growth
for the next 12 months to be in the low-single-digit range, and
EBITDA to improve by about 5%. We expect the current resilience in
the construction markets to persist, which would lead to higher
demand for company's products. These projections are contingent on
the developments related to COVID-19, government stimulus measures,
and the strength of recovery in consumer confidence. We attribute
the robust performance in the repair and remodeling markets (which
represents about 40%-45% of revenues) to consumers diverting
discretionary income toward home improvement amid pandemic-related
lockdowns. Moreover, the new construction markets (about 45%-50% of
revenues) have rebounded after a mild hiatus early in the second
quarter of 2020. The primary driver of this recovery is low
mortgage rates and rising demand for more spacious suburban homes.
However, we expect the commercial segment (which is just 10% of
revenues) to be challenged as it makes a slower recovery compared
with the other end markets as well as some challenges from
still-weak Australian housing market."
Jeld-Wen maintains a strong, geographically diverse market position
in windows and doors, but markets remain highly competitive, which
can result in margin pressure. Jeld-Wen is exposed to the highly
cyclical construction markets and competitive residential window
and door industry. It also has a narrow product focus limited to
windows and doors. Its profitability is average when compared with
peers. It has limited ability to increase prices on products due to
high competition and low barriers to entry. Additionally, Jeld-Wen
is exposed to volatile raw material costs, particularly in resins
for vinyl extrusions, glass, aluminum, and lumber.
However, Jeld-Wen maintains a solid position as one of the world's
largest vertically integrated door and window manufacturers. The
company is the largest residential door manufacturer in the U.S.,
Europe, and Australia; the largest residential window manufacturer
in Canada and Australia; and the leading nonresidential door
manufacturer in Europe. This provides a geographically diverse
revenue stream from North America, Europe, and Australasia.
Jeld-Wen benefits from its multichannel and diversified
distribution network, brand recognition, and fair end-market and
customer diversity. This can result in margin volatility during
periods of rapid or significant commodity price movements. Although
the company aims to pass through cost increases to customers, its
ability to do so is somewhat limited in a competitive price
environment--particularly during periods of low demand.
The stable outlook on Jeld-Wen reflects S&P's expectation that it
will continue to generate positive free cash flow and maintain
strong liquidity for the next 12 months. At the same time, S&P
expects it to maintain total leverage (including lease obligations)
around 4x.
S&P could lower the rating on Jeld-Wen if;
-- Leverage increases and remains higher than 5x over the next 12
months;
-- If Jeld-Wen uses cash in such a way that it is detrimental to
leverage.
While unlikely over the next 12 months, S&P could raise the rating
on Jeld-Wen if;
-- The company sustains debt to EBITDA below 3x, and
-- Its footprint rationalization and manufacturing productivity
projects help expand EBITDA margins toward the target 15% mark.
KANWAL INC: Quebec Court Extends CCAA Stay Until Feb. 26
--------------------------------------------------------
Kanwal Inc. and 9058-0150 Quebec Inc., of the City of Magog,
Province of Quebec, filed a petition for continuance of the
Bankruptcy and Insolvency Act proceedings initiated by Kanwal Inc.
under the Companies' Creditors Arrangement Act and for adding
9058-0150 Quebec Inc. to the proceedings.
The Superior Court of Quebec granted the petition and issued an
initial order pursuant to the CCAA on Jan. 29, 2021. The Initial
Order provided for an initial stay of all proceedings until Feb. 8,
2021, against the Debtors as well as against Groupe Kanwal Inc. and
Societe en commandite Industriel-Leger and appoints
PricewaterhouseCoopers Inc. as Monitor of the business and
financial affairs of the Debtors.
On Feb. 10, 2021, following the filing of a motion by the Debtors,
the Superior Court of Quebec issued an order approving the
extension of the Initial Stay of Proceedings Period until February
26, 2021.
Copy of the initial order is available on the Monitor's website at
https://www.pwc.com/ca/kanwal
PWC can be reached at:
PricewaterhouseCoopers Inc.
Attn: Philippe Jordan, CPA, CMA, CIRP, LIT
1250 Rene-Levesque Boulevard West, Suite 2500
Montreal, Quebec, Canada H3B 4Y1
Tel: +1 514 205 5000
Fax: +1 514 205 5694
Counsel for the Companies:
Woods LLP
Attn: Neil A. Peden
2000 McGill College Avenue, Suite 1700
Montreal, Quebec H3A 3H3
Tel: 514-982-4545
Fax: 514-284-2046
Email: npeden@woods.qc.ca
notification@woods.qc.ca
Kanwal Inc. is a Tier 2 supplier to the automotive industry and a
Tier 1 and aftermarket supplier to the heavy truck sector.
KNOTEL INC: U.S. Trustee Appoints Creditors' Committee
------------------------------------------------------
The U.S. Trustee for Region 3 appointed an official committee to
represent unsecured creditors in the Chapter 11 cases of Knotel
Inc. and its affiliates.
The committee members are:
1. Neustar, Inc.
Attn: Kevin Hughes
Administrative Services, LLC
21575 Ridgetop Circle
Sterling, VA 20166
Phone: (703) 889-6983
E-mail: kevin.hughes@team.neustar;
2. 11 East 44th Street LLC
Attn: Vito Giannola
346 Madison Avenue, 10th Floor
New York, NY 10017
Phone: (516) 983-6200
E-mail: vgiannola@delvholdings.com;
3. United Group LLC
Attn: Roni Mova
165 Madison Avenue, Suite 300
New York, NY 10016
Phone: (212) 302-0000
E-mail: roni@unitedgroupnyc.com;
4. ARC NYC570Seventh, LLC
Attn: Michael Anderson
AR Global
650 Fifth Avenue, 30th Floor
New York, NY 10019
Phone: (212) 415-6500
E-mail: manderson@ar-global.com;
5. DoorDash, Inc.
Attn: Joseph Fazioli,
303 2nd Street South Tower, 8th Floor
San Francisco, CA 94107
Phone: (650) 487-3970
E-mail: jfazioli@doordash.com;
6. One Workplace L Ferrari, LLC
Attn: Mona Heffernan
2500 de la Cruz Blvd.
Santa Clara, CA 95050
Phone: (669) 800-2711
E-mail: mheffernan@oneworkplace.com
7. Eden Technologies Inc.
Attn: Joe DuBey
54 Gilbert Street
San Francisco, CA 94103
Phone: (650) 249-3722
E-mail: joe@eden.io
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About 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.
Judge Mary F. Walrath oversees the cases.
The Debtors tapped Morris, Nichols, Arsht & Tunnell LLP as their
counsel and Moelis & Company as their investment banker. Omni
Agent Solutions is the claims agent.
L C of SHREVEPORT: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------
Debtor: L C of Shreveport LLC
1003 Gould Drive
Bossier City, LA 71111
Chapter 11 Petition Date: February 9, 2021
Court: United States Bankruptcy Court
Western District of Louisiana
Case No.: 21-10113
Judge: Hon. John S. Hodge
Debtor's Counsel: Robert W. Raley, Esq.
ROBERT W. RALEY, ESQ.
290 Benton Spur Road
Bossier City, LA 71111
Tel: 318-747-2230
E-mail: rwr@robertraleylaw.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Chad D. Fangue, the managing member.
A copy of the petition containing, among other items, a list of the
Debtor's four unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/M6MWARA/L_C_of_Shreveport_LLC__lawbke-21-10113__0001.0.pdf?mcid=tGE4TAMA
LIFTOFF MOBILE: S&P Assigns 'B+' ICR, Outlook Stable
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S&P Global Ratings assigned its 'B+' issuer credit rating to
U.S.-based mobile app marketing platform Liftoff Mobile Inc. S&P
also assigned its 'B+' issue-level rating to the company's proposed
senior secured credit facilities that include a $50 million
five-year revolver and a $300 million seven-year first-lien term
loan. The recovery rating is '3'.
The stable outlook reflects S&P's expectation for strong organic
net revenue growth and free operating cash flow (FOCF) generation
over the next 12 months that support growth investments and a
moderate adjusted leverage profile of about 3x.
On Dec. 22, 2020, Blackstone announced a majority investment in
Liftoff Mobile Inc.
Mobile advertising markets are highly competitive; adverse
regulatory or data privacy changes will hurt growth. While
Liftoff has a good position in mobile ad markets, as evidenced by
high net revenue retention and same-customer spend expansion over
the past few years, it could face stronger competition from larger
players such as Facebook and Google that have significant user
bases and first-party user data they can leverage to advertise
effectively. Moreover, user data privacy and in-app tracking
practices are evolving. Apple Inc.'s pending user-tracking policy
change (e.g., IDFA—ID for advertisers) for iOS devices, and the
potential for other platforms to follow, will transform how
developers acquire and share user and device data. This may affect
ad targeting and measurement, creating growth headwinds for mobile
ad industry growth.
While Liftoff uses its machine learning platform, user data, and
limited ad tracking information (e.g. contextual and behavioral) to
help clients optimize ad spend and target high value users, data
privacy changes may make acquiring target users (and retargeting
users) and tracking ad spend effectiveness challenging. The
company's success is tied to acquiring engaged and high return on
investment users attributed to an ad it served to a mobile app
user. Using less personalized user profile data could lead to lower
conversion rates and returns for its clients. This dynamic may
cause deflationary rate pressures and increase customer acquisition
costs for advertisers and mobile ad platforms such as Liftoff's.
S&P said, "We expect Liftoff will benefit from strong mobile
advertising spend. We expect digital advertising to gain share as
mobile platforms drive viewership growth. Specifically, the
increased dollars shifting to mobile apps and the significance of
programmatic advertising (automated ad buying and selling) will
likely support Liftoff's platform growth over the next few years.
Although we recognize clients can directly engage with ad
exchanges, Liftoff serves as a key advertising partner, acquiring
and reengaging mobile app users on behalf of clients. Over its
operating history of more than eight years, Liftoff's platform
success has driven significant net revenue growth and increased
client spend. The company has realized high net revenue retention
of about 150%, indicating high value to its clients. While user
data changes may be a headwind to industry growth, we expect
attractive mobile ad industry characteristics will persist over the
next few years.
"High growth and EBITDA expansion should keep a moderate leverage
profile. Liftoff's pro forma adjusted leverage is about 3.6x at
close. We expect EBITDA expansion will support steady deleveraging
to about 3x by year-end 2021 and FOCF to debt of 20%-25% during the
same period. While the company's credit metrics are strong compared
to those of similarly rated peers, its financial sponsor majority
ownership structure constrains the rating. Management maintains a
significant stake in the company, but we expect Blackstone's
majority ownership will significantly influence the company's
financial policies, which could include debt-funded growth
strategies and shareholder returns over time. We expect Liftoff to
have good free cash flow conversion, providing flexibility to repay
debt and invest organically.
"The stable outlook reflects our expectation for strong organic net
revenue growth in the mid-teens percent area in 2021, FOCF
generation that supports growth investments, and an adjusted
leverage profile of about 3x over the next 12 months. Additionally,
we expect any growth investments that are funded using debt will
support a credit profile appropriate for the current rating."
S&P could lower the rating if:
-- Liftoff adopts a more aggressive financial policy, including
owner dividends and debt-financed acquisitions, such that adjusted
leverage exceeds 5x; or
-- Organic growth and profitability fall short of our base case
because of increased competition or data privacy changes such that
adjusted leverage exceeds 5x.
An upgrade is unlikely over the next 12 months because of
Blackstone's majority ownership, which S&P expects will prevent
Liftoff's adjusted leverage from remaining below 4x on a sustained
basis.
LIGHTHOUSE RESOURCES: March 9 Plan Confirmation Hearing Set
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Lighthouse Resources Inc. and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the District of Delaware a motion for
entry of an order approving the Disclosure Statement. On Jan. 29,
2021, Judge John T. Dorsey granted the motion and ordered that:
* The Disclosure Statement is approved for solicitation
purposes.
* The Debtors shall distribute or cause the Solicitation
Packages to be distributed to all holders of Claims in Classes 3,
4, and 5 on or before the Solicitation Date.
* March 2, 2021, at 4:00 p.m. is the Voting Deadline.
* March 2, 2021, at 4:00 p.m. is fixed as the last day to file
objections to confirmation.
* March 5, 2021, at 4:00 p.m. is fixed as the last day to file
Confirmation Brief/Reply.
* March 9, 2021, at 1:00 p.m. is the Confirmation Hearing.
* The Debtors are authorized to take all actions necessary to
effectuate the relief granted in this Solicitation Procedures Order
in accordance with the Motion.
Co-counsel to the Debtors:
Mary Elisabeth Naumann
Chacey Malhouitre
JACKSON KELLY PLLC
100 West Main Street, Suite 700
Lexington, KY 40507
Telephone: 859.255.9500
E-mail: mnaumann@jacksonkelly.com
chacey.malhouitre@jacksonkelly.com
Elizabeth Amandus Baker
500 Lee Street East, Suite 1600
Charleston, WV 25301
Telephone: 304.340.1000
E-mail: elizabeth.baker@jacksonkelly.com
L. Katherine Good
Aaron H. Stulman
POTTER ANDERSON & CORROON LLP
1313 N. Market Street, 6th Floor
Wilmington, DE 19801-6108
Telephone: 302.984.6000
Facsimile: 302.658.1192
E-mail: kgood@potteranderson.com
astulman@potteranderson.com
About Lighthouse Resources
Lighthouse Resources Inc. owns and operates two coal mines located
in Wyoming and Montana, delivering low sulfur, sub-bituminous coal
to both domestic and export customers. It also owns and operates
the Millennium Bulk Terminal in Longview, Washington. The Company
is widely recognized for its extraordinary performance in both
safety and environmental stewardship. Its flagship project is the
development of a trade route for coal from the Rocky Mountain
region of the United States to demand centers in Asia.
Utah-based Lighthouse Resources and 13 subsidiaries, including
Decker Coal Company, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020.
Lighthouse Resources was estimated to have $100 million to $500
million in assets and liabilities as of the filing.
The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel
and BDO USA LLP as restructuring advisor. POTTER ANDERSON &
CORROON LLP is the local bankruptcy counsel. LANG LASALLE
AMERICAS, INC. is the marketer and seller of assets related to the
dock facility owned by Millennium Bulk Terminals-Longview, LLC.
ENERGY VENTURES ANALYSIS is the marketer and seller of Debtors'
coal mining assets. STRETTO is the claims agent.
LIONHEART LLC: Seeks to Hire Freeman Law as Legal Counsel
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Lionheart, LLC seeks approval from the U.S. Bankruptcy Court for
the Northern District of Texas to hire Freeman Law, PLLC as its
legal counsel.
The firm's services will include the preparation of a Chapter 11
plan of reorganization and the filing of adversary proceedings to
pursue any causes of action that the Debtor may have.
Freeman Law will charge $475 per hour for partners and $225 to $300
per hour for associates. Paralegals and legal assistants are
compensated at $75 to $125 per hour.
The firm received a retainer of $500.
Gregory Mitchell, Esq., a principal at Freeman Law, 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:
Gregory W. Mitchell, Esq.
Freeman Law, PLLC
1412 Main Street, Suite 625
Dallas, TX 75202
Telephone: (972)463-8417
Facsimile: (972)432-7540
Email: gmitchell@freemanlaw.com
About Lionheart LLC
Lionheart, LLC, a Dallas-based company engaged in activities
related to real estate, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
21-30134) on Jan. 24, 2021. Lionheart President Angelos Kolobotos
signed the petition.
At the time of filing, the Debtor disclosed $1 million to $10
million in assets and $500,000 to $1 million in liabilties.
Gregory W. Mitchell, Esq., at Freeman Law, PPLC, serves as the
Debtor's legal counsel.
LOVES FURNITURE: Committee Hires Foley & Lardner as Legal Counsel
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The official committee of unsecured creditors of Loves Furniture,
Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to employ Foley & Lardner LLP
as its legal counsel.
The firm will provide the following services:
a. provide legal advice with respect to the committee's
rights, powers and duties in this Chapter 11 Case;
b. prepare legal papers;
c. appear in court, in litigation as a party-in-interest, and
at statutory meetings of creditors to represent the interests of
the committee;
d. negotiate and evaluate the use of cash collateral, any
proposed debtor-in-possession financing and any other potential
financing alternatives;
e. negotiate a potential plan or plans of reorganization or
liquidation and matters related thereto;
f. assist the committee in analyzing the claims of the
Debtor's creditors and its capital structure and in negotiating
with holders of claims and equity interests;
g. assist the committee with its investigation of the acts,
conduct, assets, liabilities and financial condition of the Debtor
(and, to the extent applicable, the Debtor's officers, directors
and shareholders) and of the operation of the Debtor's business;
h. negotiate and formulate any proposed sales of the Debtor's
assets, including pursuant to section 363 of the
Bankruptcy Code;
i. communicate with the committee's constituents in
furtherance of its responsibilities, including, but not limited to,
communications required under Section 1102 of the Bankruptcy Code;
and
j. assist with the committee's performance of its duties and
powers under the Bankruptcy Code and the Bankruptcy Rules and such
other services as are in the interests of those represented by the
committee.
The firm will be paid at these rates:
Partner $660 - $1,560 per hour
Of Counsel $525 - $1,120 per hour
Senior Counsel $560 - $920 per hour
Special Counsel $275 - $820 per hour
Associate $365 - $780 per hour
Paraprofessional $130 - $405 per hour
John Simon, Esq., a partner at Foley & Lardner, disclosed in a
court filing that the firm is a "disinterested person" as defined
by Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
John A. Simon, Esq.
Foley & Lardner LLP
500 Woodward Avenue, Suite 2700
Detroit, MI 48226
Phone: 313-234-7117
Email: jsimon@foley.com
About Loves Furniture
Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a
furniture retailer that sells furniture, mattresses, home decor and
appliances. It conducts business under the name Loves Furniture and
Mattresses.
Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities at the
time of the filing.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Butzel Long, A Professional Corporation, led by
Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services
as financial advisor; and Stretto as claims and noticing agent.
On Jan. 14, 2021, the U.S. Trustee for Region 9 appointed an
official committee of unsecured creditors. The committee tapped
Foley & Lardner LLP as its legal counsel and Conway Mackenzie, LLC
as its financial advisor.
LOVES FURNITURE: Committee Taps Conway as Financial Advisor
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The official committee of unsecured creditors of Loves Furniture,
Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of Michigan to retain Conway Mackenzie,
LLC as its financial advisor.
The firm's services include:
a. assistance in the analysis, review and monitoring of the
restructuring process, including, but not limited to an assessment
of potential recoveries for general unsecured creditors;
b. assistance in the review of financial information prepared
by the Debtor, including, but not limited to, cash flow projections
and budgets, cash management, cash collateral, business plans, cash
receipts and disbursement analysis, asset and liability analysis,
and the economic analysis of proposed transactions for which Court
approval is sought;
c. assistance in the review of any proposed debtor in
possession financing, including but not limited to, evaluating the
cash flows generated by the business plan supporting the financing,
budgeting, certain terms and corresponding financial impact;
d. assistance with claims analysis including evaluation of
intercompany and related party claims, claims estimation and
reconciliation, and evaluation of impact on recoveries for
creditors;
e. assistance in the investigation of intercompany and related
party transactions;
f. assistance in the review of the Debtor's prepetition
capital structure, financing agreements, defaults under any
financing agreement and forbearances;
g. assistance with the review of the Debtor's analysis of core
and non-core business assets, including lien perfection analysis
and identification of unencumbered assets;
h. assistance in the review and/or preparation of information
and analysis necessary for the preparation, proposal and
confirmation of a plan and related disclosure statement in this
Chapter 11 Case, including, without limitation, operating plan
diligence, projections and assumptions, reviewing and analyzing
industry production forecasts and review and analyze financial
performance;
i. assistance with analysis of operational improvements;
j. assistance with review of employment and governance issues
including review of employee retention and compensation plans and
investigation of governance and fiduciary responsibility issues;
k. attendance at meetings and assistance in discussions with
the Debtor, potential investors, banks, other secured lenders, the
Committee, and any other official committees organized in this
Chapter 11 Case, the U.S. Trustee, other parties in interest and
professionals hired by the same, as requested;
l. assistance in the review of financial related disclosures
required by the Court, including the Schedules of Assets and
Liabilities, the Statement of Financial Affairs and Monthly
Operating Reports;
m. assistance with the review of the Debtor's cost/benefit
analysis with respect to the affirmation or rejection of various
executory contracts and leases, including analysis of critical and
foreign vendors;
n. assistance in the evaluation, analysis, and forensic
investigation of avoidance actions, including fraudulent
conveyances and preferential transfers and certain transactions
between the Debtor and affiliated entities, provide solvency
analysis and expert testimony as needed;
o. assistance in the prosecution of the Committee's
responses/objections to the Debtor's motions, including
attendance at depositions and provision of expert reports/testimony
on case issues as required by the Committee;
p. render such other general business consulting or such other
assistance as the Committee or its counsel may deem necessary that
are consistent with the role of a financial advisor and not
duplicative of services provided by other professionals in this
proceeding;
q. assistance and support in the evaluation of restructuring
and liquidation alternatives;
r. negotiation of a potential plan or plans of reorganization
or liquidation and matters related thereto;
s. assistance in analyzing the claims of the Debtor's
creditors and the Debtor's capital structure and in negotiating
with holders of claims and equity interests;
t. assistance with its investigation of the acts, conduct,
assets, liabilities and financial condition of the Debtor (and, to
the extent applicable, the Debtor's officers, directors and
shareholders) and of the operation of the Debtor's businesses;
u. negotiation and formulation of any proposed sales of the
Debtor's assets, including pursuant to section 363 of the
Bankruptcy Code;
v. communications with the Committee's constituents in
furtherance of its responsibilities, including, but not limited to,
communications required under section 1102 of the Bankruptcy Code;
and
w. performance of all of the Committee's duties and powers
under the Bankruptcy Code.
The firm will be paid at these rates:
Senior Managing Directors $775 - $1,200 per hour
Managing Directors $660 - $970 per hour
Directors $540 - $695 per hour
Senior Associates $375 - $550 per hour
Analysts $300 - $375 per hour
Steven Wybo, senior managing director at Conway Mackenzie,
disclosed in court filings that his firm is a "disinterested
person" within the meaning of Section 101(14) of the Bankruptcy
Code.
The firm can be reached through:
Steven R. Wybo
Conway MacKenzie, LLC
401 S. Old Woodward Avenue, Suite 340
Birmingham, MI 48009
Phone: 248-433-3100
About Loves Furniture
Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a
furniture retailer that sells furniture, mattresses, home decor and
appliances. It conducts business under the name Loves Furniture and
Mattresses.
Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities at the
time of the filing.
Judge Thomas J. Tucker oversees the case.
The Debtor tapped Butzel Long, A Professional Corporation, led by
Max J. Newman, Esq., as legal counsel; B. Riley Advisory Services
as financial advisor; and Stretto as claims and noticing agent.
On Jan. 14, 2021, the U.S. Trustee for Region 9 appointed an
official committee of unsecured creditors. The committee tapped
Foley & Lardner LLP as its legal counsel and Conway Mackenzie, LLC
as its financial advisor.
LOVES FURNITURE: Wins Cash Collateral Access on Final Basis
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The U.S. Bankruptcy Court for the Eastern District of Michigan,
Southern Division, has authorized Loves Furniture Inc. to, among
other things, use cash collateral in accordance with a budget.
As part of the Budget, the Debtor is authorized to make payments to
Westwood Capital Funding, LLC as provided in the Budget as adequate
protection of Westwood Capital's secured claim.
Certain of the Debtor's creditors, including but not limited to
STORE Capital Acquisition, LLC, Penske Logistics LLC, Argyle Acres,
A & R Properties, Planned Furniture Promotions, Inc., Toronto
Dominion Bank, Kuehne + Nagel, and Westwood Capital Funding, assert
that they hold liens on the Debtor's inventory and other property
and the proceeds of the same (including, without limitation, any
proceeds of insurance related to the damage or loss of any
collateral) and held the liens as of the Petition Date.
As adequate protection for any diminution in value of the purported
liens held by the Secured Creditors, and any other creditor that
asserts an interest in the Debtor's Cash Collateral and in the
Debtor's property purportedly subject to such Prepetition Liens,
each of the e Prepetition Cash Collateral Creditors will have
valid, binding, enforceable and perfected replacement liens in the
Debtor's interest in (i) the same categories of Collateral as the
Prepetition Liens on the Petition Date, and/or (ii) to the extent
that the involved Collateral is Inventory used in connection with
the Sales and Consulting Agreement that is the subject of the
Court's Final Order.
As additional protection of the Prepetition Cash Collateral
Creditors' interest in the Collateral, to the extent the
Replacement Liens fail to adequately protect that interest, then to
the extent the affected Prepetition Cash Collateral Creditor's
prepetition claim is allowed, it will be treated as a superpriority
administrative expense claim under section 507(b) of the Bankruptcy
Code.
K&N asserts a possessory statutory and common law carrier and
warehouseman's lien on certain of the Debtor's inventory.
Notwithstanding any other provision of the Order, K&N's collateral
may not be (i) released to the Debtor or its agents, or (ii)
transferred or sold by the Debtor or its agents, unless and until
the Court orders otherwise after notice and an opportunity for
hearing to K&N or K&N is irrevocably paid the full amount of its
secured claims with respect to such inventory or such amount as may
be agreed upon by K+N and the Debtor (and subject to Fed. R. Bankr.
P. 9019).
Pending the results of the Penske Hearing and any subsequent order
from the Court, in addition to the adequate protection provided to
Penske Logistics LLC under this Order and the Consulting Order,
Penske Logistics’ asserted lien in the Debtor’s inventory
located at its facility located at 6500 E. 14 Mile Road, Warren, MI
48092 will be provided with additional adequate protection. The
Debtor will maintain inventory at the Warren Facility with an
estimated aggregate value of not less than $2.6 million or by
funding the Penske Collateral Account in replacement of Holdback
Inventory as provided below, until such time as the Court enters an
order removing or modifying this requirement, including any final
order on the Motion. Prior to any withdrawal of any Holdback
Inventory that would cause the total value of the inventory stored
there to drop below $2.6 million, the Debtor will establish an
escrow account. All funds deposited into the Penske Collateral
Account will act as a replacement lien and security for the Claim
filed by Penske on February 4, 2021, currently listed as claim
number 18 in the official claims register until such time as the
Bankruptcy Court enters a final order modifying this obligation and
such order is no longer subject to appeal. The Debtor may replace
Holdback Inventory, and be entitled to release of Holdback
Inventory, by depositing cash into the Penske Collateral Account up
to no more than $1,851,000 on the basis of one dollar cash ($1.00)
paid into escrow for $1.40 of Holdback Inventory released; with the
cash payments payable to the Penske Collateral Account of an amount
equal to the lesser of (a) 8% of gross receipts from the Debtor
from the Company Inventory Payments or (b) $100,000 per week,
starting the week beginning 2/15/21.
In the event that the Debtor fails to pay post-petition rent due to
SBVHolland, LLC by the 5th of a month, the Debtor consents to an
expedited hearing on any motion for relief from stay by
SBV-Holland, LLC on two business days notice.
The Professional Fees must be set aside by the Debtor in the
amounts, and at the times set out in the Budget to a separate
escrow account to pay (a) all Professional Fees provided in the
Budget in the total amount of $1,300,000, including the separate
sub-Carve-Outs for the professionals for each of the Debtor
($700,000) and the Official Committee of Unsecured Creditors
($600,000) respectively; and (b) Up to 2% of the gross receipts
from the Company Inventory Payments in Professional Fees in equal
amounts for each of the Debtor and the Committee incurred for the
period after the Budget has expired, or after the Consulting
Agreement has terminated, or use of Cash Collateral under the Order
has otherwise expired or been terminated.
The Debtor must pay from its Company Inventory Payments under the
Consulting Agreement at the rate of the lesser of (a) 8% of gross
receipts from the Debtor from the Company Inventory Payments or (b)
$100,000 per week, starting the week beginning 2/15/211 to
establish and fund an escrow account in the amount of $1,000,000
for the benefit of the Debtor's unsecured creditors, which may be
used at the election of the Committee either for distribution to
unsecured creditors or for a litigation trust, without limiting or
waiving any rights of the Committee or unsecured creditors to
possible additional future recoveries in the case.
As additional adequate protection of the secured claim of Store
Capital Acquisitions, LLC, STORE SPE AVF II 2017-2, LLC, STORE
Master Funding XII, LLC, and Store SPE AVF I 2017-1, LLC, the
Debtor must pay to STORES 50% of the Debtor's Inventory Payment and
the Debtor's share of the Sale Profit received by the Debtor from
the Agent under the Consulting Agreement and the Consulting Order
from the sales at various locations.
The STORES and the Debtor will meet to discuss STORES' willingness
to separate the leased locations covered by each of STORES' Master
Leases.
On February 17 at 12 p.m., the Court will hear oral argument on the
adequacy of the adequate protection offered to Penske Logistics
under the Order. To the extent that the Court determines that an
evidentiary hearing is necessary to resolve any issues related to
the adequacy of the adequate protection offered to Penske
Logistics, an evidentiary hearing will be set for February 23 at 9
p.m.
The Final Order also provides that the Unsecured Creditors
Committee and the Debtor will each have until March 22 to
investigate the validity, extent, perfection, voidability and
priority of any lien, levy, charge or security interest of any
party and to bring any appropriate challenge to any such Secured
Claim, and seek relief in connection therewith. The Committee will
expressly have standing and authority to bring any challenge or
seek relief on behalf of the estate. In connection with its
investigation, the Court permits the Debtor, the Committee and the
holder of any investigated Secured Claim to take limited discovery
under Fed. R. Bankr. P. 2004 tailored to determine the amount,
extent, validity, voidability, priority and perfection of any
Secured Claim(s). The Court will have jurisdiction over any
disputes over such discovery. The Investigative Period may be
extended by: (a) consent of the Committee and any affected party
claiming to be a secured creditor, or (b) the Court, after notice
and an opportunity for hearing, on a showing of good cause.
Notwithstanding the foregoing, only the Committee will have the
right to challenge PFP's lien and security interest.
A copy of the Order and the Debtor's 13-week budget through the
week of April 3 is available at https://bit.ly/3aItZ9Z from
Stretto.com.
About Loves Furniture Inc.
Loves Furniture Inc. -- http://www.lovesfurniture.com/-- is a
furniture retailer that sells furniture, mattresses, home decor and
appliances. It conducts business under the name Loves Furniture
and Mattresses.
Loves Furniture sought Chapter 11 protection (Bankr. E.D. Mich.
Case No. 21-40083) on Jan. 6, 2021. The Debtor was estimated to
have $10 million to $50 million in assets and liabilities at the
time of the filing.
Judge Thomas J. Tucker oversees the case.
Butzel Long, A Professional Corporation, led by Max J. Newman,
Esq., is the Debtor's counsel.
LSF9 ATLANTIS: Fitch Gives Final B+ Rating on $660MM Secured Notes
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Fitch Ratings has assigned a 'B+'/'RR3' final rating to LSF9
Atlantis Holdings, LLC's (Victra) $660 million of secured notes,
following completion of its issuance transaction. Proceeds will be
used to refinance the company's existing term loan and pay a
sponsor dividend. Fitch has also affirmed Victra's existing
ratings, including its Long-Term Issuer Default Rating (IDR) at
'B', and the company's ABL, which has been downsized to $75 million
from $85 million, at 'BB'/'RR1'. The Rating Outlook is Stable.
Victra's ratings reflect its reasonably stable position as the
largest authorized retailer for the leading personal communications
provider Verizon Communications Inc. (A-/Stable), and the company's
good long-term operating track record, albeit mitigated by some
declines in recent years. The rating considers the company's
relatively small scale and narrow product and brand focus within
the U.S. retail industry. Finally, the rating reflects the
expectations of good cash flow of around $40 million annually prior
to sponsor dividends and adjusted leverage (adjusted debt/EBITDAR,
capitalizing leases at 8x) trending in the high-5x range following
the company's debt-financed dividend in 2021.
KEY RATING DRIVERS
Verizon-Authorized Retailer: Victra is a leading independent
retailer for Verizon Wireless, offering a full range of wireless
devices and services, including phones, tablets, mobile broadband,
wearable technology, accessories, and product insurance. The
company has been a partner to Verizon for over 25 years and
operates 931 stores across 43 states as of Dec. 31, 2020.
Victra's business profile is somewhat narrowly focused on a single,
relatively mature category and a single brand of service (Verizon).
The company analyzes its business based on gross profit per device
activation. Approximately two-third of gross profit per activation
is generated from the sale of devices, including commissions from
Verizon. Around 20% of gross profit is derived from the sale of
accessories, while the remaining is generated from a variety of
sources including the sale of device insurance products.
The company is majority owned by Lone Star Funds, which bought
Victra in 2016 for $550 million, or around 7x trailing EBITDA (per
the company).
Consumer Wireless Focus: Fitch views Victra's end market focus as
essentially neutral to the rating. Exposure to the consumer
wireless category limits Victra's economic cyclicality relative to
other discretionary retail categories. The growing importance of
wireless telephony to consumer's lives, evidenced by increased
usage and good growth over much of the past 25 years is likely to
limit spending declines in a recession. The complex nature of
device and contract purchases has also limited ecommerce incursion
relative to other segments, although growing consumer knowledge and
activation process simplification could prove to be disruptive to
bricks and mortar models over time.
The consumer wireless industry has shown recent signs of maturation
following a long period of good growth, culminating in declines in
device unit sales in 2018/2019 and a 5% decline in Victra's 2019
revenue to $1.46 billion. Historical growth in the category was a
combination of rising penetration, supportive upgrade/replacement
cycles and addition of new products (such as the tablet category)
and features to a consumer's wireless package. Fitch believes more
recent maturation is the result of tapering penetration of
smartphones and tablets and elongated replacement cycles due to
better-made hardware and successively less compelling device
upgrade features.
The expansion of 5G networks is expected to modestly accelerate
industry growth over the next two to three years, largely as
consumers upgrade devices to 5G-enabled products. As such, Fitch
expects Victra's revenue could expand low-single digits beginning
2021, similar to its forecast for Verizon.
Verizon Relationship: Victra exclusively partners with Verizon to
offer wireless contracts but offers devices manufactured by a wide
variety of OEMs. Victra is Verizon's largest retail partner,
operating approximately 14% of the 6,758 Verizon-branded stores
managed by Verizon or third parties. This channel represents around
70% of Verizon's device activations, with the remaining share split
amongst stores operated by OEMs (including Apple), retailers like
Walmart Inc. (AA/Stable) and Best Buy, and ecommerce operators like
Amazon.com, Inc. (A+/Positive).
Victra benefits from its strong and longstanding relationship with
one of the leading players in the industry. The strength of the
relationship and Fitch's expectations for stable growth at Verizon,
partially mitigate the lack of brand and category diversification
inherent in Victra's business model. The relationship also somewhat
protects the company competitively, as on a standalone basis it is
a relatively small player within retail and even the wireless
industry, with around $1.5 billion in 2019 revenue.
Victra's position and scale could benefit if Verizon further
optimizes its retail footprint as it has in the past through
rationalizing its partner-operated store fleet and allocating the
stores to its largest partners. The relationship limits Victra's
risk of customer defaults, as consumer receivables are transferred
to Verizon post purchase with Verizon maintaining customer
collection responsibility.
Victra's current contract with Verizon expires in 2022, and Fitch
would view non-renewal or weakening of terms as a credit negative.
Fitch's rating case assumes Victra and Verizon will renew their
contract with no material changes.
Victra ended 2020 with approximately 930 stores, after the closure
of 110 weaker-performing stores earlier in the year. Fitch's base
case assumes a relatively stable store count over the next three
years, with five to 10 openings and closures as the company
optimizes its real estate portfolio. Victra could benefit from
partner rationalization by Verizon, where contracts for smaller or
less successful retail partners are not renewed, allowing stronger
partners like Victra to gain share through reduced competition or
new store opportunities. Partner rationalization by Verizon could
therefore provide operating upside to Fitch's current base case for
Victra.
Coronavirus Impact: The pandemic has negatively impacted Victra's
topline, given slowing consumer traffic, particularly in the spring
months, and delays in new device introductions that have elongated
replacement cycles. While Victra stores were generally deemed
essential and have remained open this year, the company has seen
weak traffic due to shelter-in-place activity; it also temporarily
closed 201 stores and permanently closed another 110 as part of an
accelerated real estate portfolio review. New device delays include
the iPhone 12, which was released in November 2020 relative to
market expectations of a September 2020 introduction. Given these
challenges, Victra's revenue was down 4% through the first nine
months of 2020 and is projected to be down around 3% for the full
year to $1.43 billion, assuming near-flat revenue in the fourth
quarter.
Despite topline challenges, Fitch expects Victra to report around
20% EBITDA growth to approximately $130 million from $106 million
in 2019; EBITDA growth was approximately 20% through the first nine
months of the year. Fitch attributes much of the growth to
proactive expense reductions, including shortening of store
operating hours, store labor reductions and some layoffs and
furloughs across the business. EBITDA growth was also supported by
temporary relief from Verizon in the form of minimum commissions
and reduced transaction fees. While some of these benefits are
expected to reverse as traffic rebounds in 2021, the company views
certain actions taken in 2020 such as process simplification and
closure of unprofitable stores as permanent supports to EBITDA.
Modest EBITDA Growth Expected Beginning 2021: Fitch expects around
3% average annual EBITDA growth from 2021 to 2023 on modestly
positive topline growth, against a 2020 revenue and EBITDA base of
$1.43 billion and approximately $130 million, respectively. Revenue
is expected around 3% in 2021 as traffic improves from pandemic
levels and Victra benefits from delayed device introductions and
upgrades related to the 5G rollout.
EBITDA growth in 2021 could be in the mid-single digits on revenue
expansion and annualization of expense actions taken in 2020,
including store closures and layoffs. Revenue and EBITDA growth are
expected to be modestly positive in 2022 and 2023, with 2023
revenue and EBITDA around $1.5 billion and the low-$140 million
range, respectively. Fitch's topline forecast for Victra compares
with its positive low-single digit revenue growth forecast for
Verizon over the 2021-2023 period.
Gross margin per device activation, which is a key metric analyzed
in the industry, grew at an approximately 4% CAGR from 2016 to
2019, per management, and was up 14% to $313 in 2020. Around
two-thirds of profit is generated from the sale of the device
itself, including reimbursements and commissions from Verizon and
volume discounts from suppliers. Approximately 20% of profit is
derived from accessories sales with around 10% from insurance.
Growth in gross profit per activation has been the result of
contractual improvements and better attach rates on add-on items
like accessories and phone insurance plans. Given well
above-average growth in 2020, Fitch expects gross profit per
activation to remain relatively stable in the $315 range over the
next two to three years.
Refinancing and Dividend: Victra has completed the issuance of $660
million of new secured notes; proceeds and cash on hand will be
used to repay the company's approximately $580 million of term
loans and fund a $116 million dividend to sponsor Lone Star Funds.
The notes issuance was upsized from the originally proposed $635
million with the incremental issuance funding a larger sponsor
dividend.
The new five-year notes have a second lien on ABL collateral and a
first lien on the company's remaining assets, a similar collateral
package to the existing term loan. At around $80 million of
incremental debt on approximately $200 million of EBITDAR, the
transaction adds 0.4x to adjusted leverage (adjusted debt to
EBITDAR, capitalizing leases at 8x).
Leverage Expected Above 5.5x: Fitch expects Victra's adjusted
debt/EBITDAR (capitalizing leases at 8x) to trend around in the
5.8x range beginning 2021, above the approximately 5.5x figure
expected in 2020 due to the debt-financed dividend in 2021.
Victra has operated with adjusted leverage in the mid- to high-6x
range over the past three years, with projected deleveraging toward
5.5x in 2020 largely the result of strong EBITDA growth. A
debt-financed sponsor dividend of $135 million in 2017 added around
0.8x to the company's adjusted leverage. Given the company's lack
of public financial policy and history of debt-financed dividends,
Fitch recognizes that future leveraging dividends may occur.
Positive Cash Flow: Victra's EBITDA generation, limited cash taxes
and low capital intensity have led to good operating cash flow
generation, despite around $50 million of interest expense annually
the past three years. Cash flow prior to sponsor dividends has
averaged around $35 million annually the past three years, with
some cash flow deployed toward term loan amortization and tuck-in
acquisitions of retail locations. In 2017, the company issued debt
to fund a $135 million sponsor dividend. In 2020, a $25 million
sponsor dividend was funded with cash on hand.
Cash flow, prior to any discretionary sponsor dividends, is
expected to be in the $40 million to $50 million range beginning
2020. The improvement relative to its recent history is due to
EBITDA expansion beginning 2020. The company's cash flow profile
benefits from its refinancing of term loan debt to notes, which
eliminates required amortization. The approximately $116 million
sponsor dividend in 2021 is financed with proceeds from the
company's $660 million notes offering.
DERIVATION SUMMARY
Victra's 'B'/Stable rating reflects its reasonably stable position
as the largest authorized retailer for leading personal
communications provider Verizon Communications Inc. (A-/Stable) and
the company's good longer-term operating track record, albeit
mitigated by some declines in recent years. The rating considers
the company's relatively small scale and narrow product and brand
focus within the U.S. retail industry. Finally, the rating reflects
the expectations of good cash flow of around $40 million annually
prior to any discretionary sponsor dividends and adjusted leverage
(adjusted debt/EBITDAR, capitalizing leases at 8x) trending around
5.7x following a proposed debt-financed dividend in 2021.
Victra's rating compares to Signet Jewelers Ltd (B/Negative), whose
rating reflects the significant business interruption from the
pandemic and its impact on consumer behavior. Fitch anticipates a
sharp increase in adjusted leverage to the mid-7x range in 2020
from 5.3x in 2019 based on EBITDA declining to approximately $200
million from $470 million in 2019 on a nearly 19% sales decline to
$4.9 billion. Adjusted leverage could improve to the upper 4x range
in 2021, assuming sales declines of around 4% from 2019 levels.
Rite Aid Corporation's 'B-'/Stable rating reflects continued
operational challenges, which have heightened questions regarding
the company's longer-term market position and the sustainability of
its capital structure. Persistent EBITDA declines have led to
negligible to modestly negative FCF and elevated adjusted
debt/EBITDAR in the low 7.0x range. Mitigating factors to these
concerns continue to including Rite Aid's ample liquidity of well
over $1 billion, supported by a rich asset base of pharmaceutical
inventory and prescription files. Other positives include the
somewhat more stable EnvisionRx pharmacy benefits manager (PBM)
business, representing around 30% of total EBITDA, and Rite Aid's
good real estate position in local markets, somewhat mitigated by
lack of broad-based national presence.
KEY ASSUMPTIONS
-- Fitch expects Victra's 2020 revenue to decline around 3% to
$1.43 billion on a flat fourth quarter, given 4% declines
through the first nine months of the year. Revenue is expected
to rebound 3% in 2021 on traffic improvements and the benefits
of the 5G rollout on device upgrade cycles. Revenue growth is
expected to be modestly positive beginning 2020, with topline
reaching $1.5 billion in 2023.
-- EBITDA, which was $106 million in 2019, could improve to
approximately $130 million in 2020 despite revenue declines on
expense management and some financial support from Verizon.
EBITDA growth is expected to be in the mid-single digits in
2021 on good revenue growth and the annualization of permanent
expense reductions such as layoffs and unprofitable store
closures, somewhat mitigated by lapping the support from
Verizon. EBITDA growth is expected to grow alongside revenue
growth beginning 2022, reaching the low-$140 million range in
2023.
-- Cash flow prior to sponsor dividends, which has averaged in
the mid-$30 million range over the 2017-2019 period, is
projected in the mid- to high-$40 million range beginning 2020
given higher EBITDA levels. The company issued a $135 million
sponsor dividend in 2017, a $25 million sponsor dividend in
2020 and is issuing a $116 million dividend in 2021. Fitch
expects cash flow could be used for tuck-in acquisitions of
stores but recognizes the potential for additional sponsor
dividends over the medium term.
-- Adjusted debt/EBITDAR, capitalizing leases at 8x, has averaged
in the mid-6x range over the 2017-2019 period, is projected to
be around 5.5x in 2020 on EBITDA growth. In 2021, debt levels
are expected to climb approximately $80 million to $660
million to support a sponsor dividend. As such, 2021 adjusted
leverage is projected in the high-5x range despite modest
EBITDA growth. Adjusted leverage is expected to be around
5.7x-5.8x in 2022/2023 absent further debt financed dividends
or a leveraging acquisition.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- An upgrade could result from better than expected operating
performance, yielding EBITDA sustaining above $150 million and
adjusted debt/EBITDAR (capitalizing leases at 8x) below 5.5x.
Given the company's history of debt-financed dividends, a
commitment to maintain the equivalent of Fitch-defined
adjusted leverage below 5.5x would also be required.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- A downgrade could result from weaker than expected operating
performance, yielding EBITDA trending below $115 million,
moderating FCF generation and adjusted debt/EBITDAR above
6.5x. A downgrade could also result from further debt-financed
dividends bringing adjusted leverage above 6.5x.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
As of Sept. 30, 2020, Victra had $115 million of cash on hand, $579
million outstanding on its senior secured term loan and no
borrowings outstanding on its $85 million ABL facility. As of Sept.
24, 2020 (the closest available date to month-end) ABL availability
was $38 million. Victra plans to use proceeds from the new $660
million senior secured notes to pay down the outstanding term loan
facility. The remaining portion of the proceeds are being used to
fund a $116 million sponsor dividend. Additionally, the company
downsized its ABL Facility from $85 million to $75 million and
extended the maturity to February 2026.
ABL availability is governed by a borrowing base which includes
inventory and receivables, largely from Verizon. The secured notes,
which are due February 2026, will have a second lien on ABL assets
and a first lien on Victra's remaining assets, including net
property, plant and equipment. The notes are co-borrowed by LSF9
Atlantis Holdings, LLC and Victra Finance Corp.; Fitch has assigned
the notes ratings of 'B+/RR3' at both entities.
Fitch's recovery assumes Victra is maximized as a going concern in
a post default scenario, given a going-concern valuation of
approximately $500 million compared with an estimated $115 million
in value from a liquidation of assets.
Fitch's going concern value is derived from a projected EBITDA of
$100 million. The scenario, which assumes Victra's contract with
Verizon remains intact, assumes revenue of approximately $1.2
billion, around 15% below 2020 revenue, assuming closing of around
100 lower-revenue stores and around 10% sales declines at the
remaining base.
EBITDA margins could trend around 8% in a recovery scenario, below
the 9% range projected in 2020 albeit above the 7.2% produced in
2019 as some of the company's recent expense reductions are
expected to be permanent. A going concern multiple of 5x was
selected, within the 4x-8x range observed for North American
corporates, reflecting Fitch's assessment of Victra's industry
dynamics and company-specific factors.
The $450 million in value available to service debt, after
deducting 10% for administrative claims, yields full recovery for
the $75 million ABL, which is limited by a borrowing base including
eligible receivables and inventory and is assumed to be 70% drawn
at default. The ABL is therefore rated 'BB'/'RR1'. The term loan,
which has a second lien on ABL collateral and a first lien on
Victra's remaining assets, is expected to have good (51%-70%)
recovery prospects and is therefore assigned a 'B+'/'RR3' rating.
SUMMARY OF FINANCIAL ADJUSTMENTS
-- Fitch adjusts for one-time charges and stock based
compensation.
-- Rent expense capitalized by 8.0x to calculate historical and
projected adjusted debt.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
MADDOX FOUNDRY: Seeks to Extend Plan Exclusivity Thru April 1
-------------------------------------------------------------
Debtor Maddox Foundry & Machine Works, LLC requests the U.S.
Bankruptcy Court for the Northern District of Florida, Gainesville
Division to extend the exclusive periods during which the Debtor
may file and confirm a plan to April 1, 2021.
The Debtor has its principal place of business in Archer, Alachua
County, Florida, conducting a foundry for producing customized
metal castings for customers in which metals are cast into shapes
by melting them into a liquid, pouring the metal into a mold, and
removing the mold material after the metal has solidified as it
cools.
The Debtor has entered into an agreed order with its primary
creditor which provides the general framework for the disposition
of Debtor's assets. The Debtor is in the process of drafting a plan
of reorganization that will incorporate the relevant portions of
the agreed order with the goal that its primary creditor will
support it.
While the Debtor anticipates filing a plan and disclosure statement
prior to the deadline, the Debtor remains in negotiations with
creditors, and such negotiations may extend past the exclusivity
deadline.
Therefore, the Debtor requests that the Court extend the
exclusivity period by a period of 60 days in order to allow the
Debtor to propose a plan that is likely to be confirmed.
A copy of the Debtor's Motion to extend is available from
PacerMonitor.com at https://bit.ly/3a0hW92 at no extra charge.
About Maddox Foundry & Machine Works
Maddox Foundry & Machine Works, LLC, a company that operates a
foundry machine shop, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Fla. Case No. 20-10211) on October 7,
2020. At the time of the filing, the Debtor disclosed assets of
$500,000 and liabilities of $4.495 million.
Judge Karen K. Specie oversees the case. Seldon J. Childers, Esq.,
at ChildersLaw, LLC, serves as the Debtor's legal counsel.
MALLINCKRODT PLC: Berger Updates on Tribal Leadership Committee
---------------------------------------------------------------
In the Chapter 11 cases of Mallinckrodt PLC, et al., pursuant to
Rule 2019 of the Federal Rules of Bankruptcy Procedure, the law
firm of Berger Harris LLP submitted an amended verified statement
to disclose an updated list of members of the Tribal Leadership
Committee.
As of Feb. 9, 2021, the Creditors and their disclosable economic
interests are:
Bad River Band of Lake Superior Chippewa
P.O. Box 39
Odanah, WI 54861
* Counsel: Frazer PLC
* Claim and/or Interest: Unliquidated claims
Battle Mountain Band of the Te-Moak
Tribe of Western Shoshone Indians
37 Mountain View Drive
Battle Mountain NV 89820
* Counsel: Frazer PLC et a1.
* Claim and/or Interest: Unliquidated claims
Bay Mills Indian Community
12140 West Lakeshore Drive
Brimley, MI 49715
* Counsel: Skikos, Crawford, Skikos & Joseph
* Claim and/or Interest: Unliquidated claims
Bear River Band of Rohnerville Rancheria
266 Keisner Road
Loleta, CA 95551
* Counsel: Lieff Cabraser; Zwerling Schachter
* Claim and/or Interest: Unliquidated claims
Big Sandy Rancheria of Western Mono Indians
P.O. Box 337
Auberry, CA 93602
* Counsel: Frazer PLC et al.
* Claim and/or Interest: Unliquidated claims
Big Valley Band of Pomo Indians
2726 Mission Rancheria Road
Lakeport, CA 95453
* Counsel: Frazer PLC et al.
* Claim and/or Interest: Unliquidated claims
Blackfeet Tribe of the Blackfeet Indian Reservation
P.O. Box 850
Browning, MT 59417
* Counsel: Levin Papantonio et al.
* Claim and/or Interest: Unliquidated claims
Cahto Indian Tribe of the Laytonville Rancheria
P. O. Box 1239
Laytonville, CA 95454
* Counsel: Frazer PLC et al.
* Claim and/or Interest: Unliquidated claims
Cayuga Nation
P.O. Box 803
Seneca Falls, NY 13148
* Counsel: Robins Kaplan
* Claim and/or Interest: Unliquidated claims
Cher-Ae Heights Indian Community of the
Trinidad Rancheria
P.O. Box 630
Trinidad, CA 95570
* Counsel: Frazer PLC et al.
* Claim and/or Interest: Unliquidated claims
Cherokee Nation
P.O. Box 948
Tahlequah, OK 74465
* Counsel: Fields PLLC; Bores Schiller Flexner; Gilbert LLP
* Claim and/or Interest: Unliquidated claims
Cheyenne & Arapaho Tribes of Oklahoma
P.O. Box 38
Concho, OK 73022
* Counsel: Frazer PLC
* Claim and/or Interest: Unliquidated claims
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 is available at
https://bit.ly/2N8oqcV at no extra charge.
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: Seeks August 9 Plan Exclusivity Extension
-----------------------------------------------------------
Mallinckrodt PLC and its affiliated Debtors ask the U.S. Bankruptcy
Court for the District of Delaware to extend their exclusive
periods to file a chapter 11 plan and solicit votes thereon,
through August 9, 2021 and October 11, 2021, respectively.
The Debtors tell the Court they require an extension of exclusivity
to maintain their substantial momentum toward a successful
conclusion of their cases. The Debtors further tell the Court that
they filed for chapter 11 protection four months ago having signed
an RSA evincing unprecedented levels of creditor consensus in a
mass tort case of its size and complexity, which features over $5
billion in funded debt and thousands of opioid-related (and other)
litigation claims. The Debtors contend that since then, they have
been busy; dealing with both the typical demands and pressures of
the early stages of a large chapter 11 case (e.g., stabilizing
operations, communicating with stakeholders, securing case
financing), as well as the unique demands of their cases.
The Debtors contend that they began their Chapter 11 Cases by
successfully obtaining, in the first 45 days of the case, a
broad-based injunction staying the thousands of prepetition actions
from which the Debtors sought a breathing spell and implemented the
voluntary opioid operating injunction and the appointment of the
monitor. The Debtors further contend that during this early phase,
they also obtained support for the RSA and transactions
contemplated thereby from the MSGE Group, which is comprised of
over 1300 non-state governmental entities asserting opioid claims
and has since delivered signature pages to the RSA from over 1200
such parties (with additional signatures forthcoming), and obtained
final cash collateral usage on a consensual basis under an order
that does not have an outside expiration date until April 2022 --
notwithstanding that the secured lenders and official Committees at
the center of that negotiation did not support (and in the case of
the secured lenders, actively opposed), the RSA.
The Debtors intend to continue engaging with the Committees on both
diligence/discovery matters and on the terms of the RSA itself,
including, in the case of the Unsecured Creditors' Committee, with
respect to the proposed treatment of non-opioid creditors and the
allocation of the unsecured creditor distribution among those
creditors. The Debtors also expect to commence and complete
mediation among the governmental opioid claimants party to the RSA,
the Opioid Claimants Committee, and a variety of private claimants
concerning the allocation of opioid trust assets between public and
private claimants. According to the Debtors, mediation will make
clear whether they will proceed with a plan reflecting a consensual
allocation, or one that will involve litigation. The Debtors tell
the Court that they will continue their ongoing discussions with
certain secured lenders around alternatives to reinstatement of
their claims (as currently contemplated by the RSA). The Debtors
further tell the Court that they will continue to work with their
RSA parties and other constituents to document and implement the
plan contemplated thereby. The Debtors fully expect to file a plan
early in the proposed extended exclusive periods.
"The proposed extension of the Exclusive Periods -- the Debtors'
first -- will afford the Debtors a meaningful opportunity to
advance all of these efforts, without the threat of competing plans
being filed. A competing plan process is likely to derail the
Debtors' attempts to build consensus, distract the Debtors from
their negotiation efforts, and result in a significant waste of
estate resources through increased litigation costs. Centralized
negotiations, facilitated by the Debtors, remain the best path
forward for these estates, and the Debtors remain committed to
treating all parties fairly and keeping these Chapter 11 Cases on
an efficient and value-maximizing track," the Debtors explain.
Mallinckrodt PLC and its affiliated Debtors are represented by:
Mark D. Collins, Esq.
Michael J. Merchant, Esq.
Amanda R. Steele, Esq.
Brendan J. Schlauch, Esq.
RICHARDS, LAYTON & FINGER, P.A.
One Rodney Square
920 N. King Street
Wilmington, DE 19801
Telephone: 302-651-7700
Email: collins@rlf.com
merchant@rlf.com
steele@rlf.com
schlauch@rlf.com
- and -
Jason B. Gott, Esq.
LATHAM & WATKINS LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Telephone: 312-876-7700
Email: jason.gott@lw.com
- and -
George A. Davis, Esq.
George Klidonas, Esq.
Andrew Sorkin, Esq.
Anupama Yerramalli, Esq.
LATHAM & WATKINS LLP
885 Third Avenue
New York, NY 10022
Telephone: 212-906-1200
Email: george.davis@lw.com
george.klidonas@lw.com
andrew.sorkin@lw.com
anu.yerramalli@lw.com
- and -
Jeffrey E. Bjork, Esq.
LATHAM & WATKINS LLP
355 South Grand Avenue, Suite 100
Los Angeles, CA 90071
About Mallinckdrodt
Mallinckrodt 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. Visit http://www.mallinckrodt.comfor
more information.
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 Struss Hauer & Feld LLP
as its lead counsel, Cole Schotz as Delaware co-counsel, Province
Inc., as financial advisor, and Jefferies LLC as investment banker.
MASON JAR: Unsecured Creditors Will Recover 20% in Plan
-------------------------------------------------------
Mason Jar Cafe, II, Inc., filed an Amended Disclosure Statement in
support of its Chapter 11 Plan of Reorganization.
The Debtor's goal is to reduce its monthly expenses to generate
sufficient net income from its revenues to have funds remaining for
a distribution to general unsecured claims after having paid
secured claims, administrative claims, and priority claims. Debtor
believes that his Plan provides the best and most viable solution
to exit from bankruptcy.
Business Backer in Class 1 will receive $1,615.20 per month for 60
months.
General unsecured creditors in Class 2 will recover 20%, in the
form of monthly payments of $798.06 for 60 months. General
unsecured claims total $239,451 will split $47,890.
The average net profits for the postpetition period of three and a
half months averaged $3,464 per month, which is enough to pay the
plan payments. For the last two weeks of August, the Debtor had a
profit of $14,340; lost $8,449 in September, made $9,167 in
October, and lost $2,932 in November. So, like most businesses,
currently, its profit profile has been up and down. However, the
overall net is positive. And business will improve as the pandemic
subsides.
The conditions that propelled the Debtor to file in Chapter 11 have
been terminated. Fundkite had garnished Debtor's merchant account
which has been released. Additionally, weekly ACH debits in the
amount of $1,459 were being deducted by Kalamata. Lastly, a
lawsuit had been filed by Business Backer to recover its
outstanding balance. The entire claim of each of three "secured"
creditors (Fundkite, Kalamata and SBA) totaling a combined
$215,165.00 are actually unsecured and each, as a member of the
unsecured class (Class 2), will be paid only 20% of their claim
over 60 months. The claim of the only secured creditor, Business
Backer, has been reduced from $116,530 to $96,912 and split into a
secured claim, to be paid over 60 months (Class 1) and an unsecured
claim of $19,618, which is paid as an unsecured creditor (Class 2)
at 20%.
A full-text copy of the Amended Disclosure Statement dated February
3, 2021, is available at https://bit.ly/3ryVuda from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Chad Van Horn, Esq.
Florida Bar No. 64500
Van Horn Law Group, P.A.
330 N. Andrews Ave., Suite 450
Fort Lauderdale, Florida 33301
Tel: (954) 765-3166
Fax: (954) 756-7103
E-mail: Chad@cvhlawgroup.com
About Mason Jar Cafe, II
Mason Jar Cafe, II, Inc., a Fort Lauderdale, Fla.-based American
restaurant, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 20-18829) on Aug. 17, 2020. At the
time of the filing, the Debtor estimated assets of up to $50,000
and liabilities of between $100,000 and $500,000. Judge Peter D.
Russin oversees the case. Van Horn Law Group, P.A. is the Debtor's
legal counsel.
MISTER CAR: S&P Upgrades ICR to 'B-', Outlook Stable
----------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
conveyor car wash operator Mister Car Wash Holdings Inc. (MCW) to
'B-' from 'CCC+'.
S&P said, "At the same time, we are raising our issue-level rating
on the company's first-lien debt to 'B-' from 'CCC+'. Our '3'
recovery rating remains unchanged. The stable outlook reflects our
view that MCW's operating performance will continue to improve,
leading to positive free operating cash flow (FOCF), sufficient
liquidity, and adequate covenant headroom in the next 12 months."
The upgrade reflects MCW's improved operating performance as a
result of consistent car wash demand, leading to a sustainable
capital structure. MCW's operations and credit metrics initially
weakened in 2020 because of the negative effects of temporary store
closures and lower customer traffic. The comparable sales steadily
improved throughout the year, to slightly negative in third quarter
of 2020 from an 18% loss in the second quarter. S&P said, "We
expect a flat to slightly positive trend toward the end of 2020. We
also believe the company's sales will further expand in 2021 as
growth in its Unlimited Wash Club (UWC) membership base, new store
openings, and the effects of a gradual economic recovery
continue."
S&P said, "MCW' achieved better-than-expected margins compared with
our early 2020 projections. The company was able to improve labor
efficiencies and implement other expense controls through the
pandemic and focused on its express service operations, which
generally feature greater margins. While we expect some margin
normalizations in 2021, we believe cost improvement initiatives
will likely lead it to S&P Global Ratings-adjusted EBITDA margin in
the mid- to high-30% range and adjusted leverage in the high-6x
area in 2021, down from the mid-7x area we expect at the end of
2020.
"Given the recent performance and our expectations for 2021, we no
longer believe the capital structure is unsustainable and there is
a lower risk of a distressed exchange or restructuring. In
addition, the indicative pricing on the company's first-lien debt
has improved in recent quarters, which we view as a positive
prospect.
"Our ratings on MCW also reflect its small operating scale, certain
regional concentration, and participation in a highly competitive
and fragmented industry. We believe there is still some
vulnerability to consumer spending in coming years, and we view
MCW's acquisitive growth strategy mostly with debt and any
operating performance volatility could constrain the company's
ability to service its high debt burden.
"We believe MCW will have sufficient liquidity to meet its
financial commitments because of our expectation for positive FOCF
generation and adequate covenant headroom in the next 12 months. We
expect the company to generate modest FOCF in the $15 million-$20
million range over the coming 12 months while the company continues
to invest a relatively high annual capital expenditure (capex). The
company's capital spending is primarily for growth-related
investments, including store acquisitions, development, and
remodeling.
MCW managed to improve its covenant headroom under its springing
covenant that requires the company to maintain a first-lien net
leverage below 8.25x. As the company fully repaid the revolver
balance by the end of third quarter of 2020, S&P believes the
springing covenant will not be applicable or expect adequate
coverage levels over the next 12 months if 35% or more of the
revolver is drawn. The company also has no near-term maturities
(the first-lien term loan facility matures in 2026 and second-lien
term loan matures in 2027).
S&P said, "The stable outlook reflects our expectation of revenue
expansion, stabilized EBITDA margin, and positive FOCF generation
in 2021, leading to improved credit metrics and sufficient covenant
headroom.
S&P could lower its rating on MCW if we believe its capital
structure is potentially unsustainable. This could occur if:
-- The company's sales and EBITDA performance are uneven, likely
resulting in negative FOCF and tighter covenant headroom. In this
scenario, same-store sales could fall by a high-single-digit
percentage or EBITDA margins contract by more than 300 basis points
(bps) than our base-case expectation; or
-- MCW's liquidity position deteriorates, putting pressure on its
ability to service its debt obligations.
S&P could raise the rating if:
-- MCW adopts a more conservative financial policy such that S&P
expects its S&P Global Ratings-adjusted leverage to remain below
6.5x on a sustained basis; and
-- It successfully executes its growth strategy and the express
service transformation, while it significantly improves
profitability, including strong growth in comparable sales and
consistent EBITDA margins.
MONARCH GROUP: Unsecured Creditors Unimpaired in Plan
-----------------------------------------------------
Monarch Group, LLC, submitted a First Amended Disclosure Statement
explaining its proposed Chapter 11 Plan of Reorganization.
The Debtor owns a real property located at 2343 E. University
Drive, McKinney, Texas 75069. The assets of the Debtor constitute
"single asset real estate" as that term is defined in Bankruptcy
Code § 101(51B).
Generally speaking, the Plan provides for the payment in full of
all Allowed Claims against the Debtor and for the Debtor's Equity
Holders to retain 100% of their equity interests in the Reorganized
Debtor.
Payments to Holders of Allowed Class 6 Subordinated Unsecured
Claims of Insiders shall not commence until Class 1, 3, 4, and 5
Claims have been paid in full. When and if the Contingent Claims
have been paid in full, holders of Class 6 Claims shall receive
payment in full in the allowed amount of such Claims. Class 6 is
unimpaired.
The funds to be used for the payment of Allowed Claims or other
Distributions to be made under the Plan will come from (a) the
Debtor's current Cash on hand; (b) rent payments from the Debtor's
affiliates; and (c) the net proceeds of any sale, refinancing or
other disposition of the Debtor's Assets.
A full-text copy of the First Amended Disclosure Statement dated
February 3, 2021, is available at https://bit.ly/3jun9ZF from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Melissa S. Hayward
Jamie Kirk
HAYWARD PLLC
10501 North Central Expy., Suite 106
Dallas, Texas 75231
Tel: (972) 755-7100
Fax: (972) 755-7110
E-mail: MHayward@HaywardFirm.com
JKirk@HaywardFirm.com
About Monarch Group
Monarch Group LLC is a "single asset real estate" as that term is
defined in 11 U.S.C. Sec. 101(51B). Monarch Group owns a real
property located at 2343 E. University Drive, McKinney, Texas. The
property is used by its affiliates Safari Towing and Collin County
VSF in their towing and impound businesses.
The Debtor is indebted to Donald Sadler and Ruby Sadler, who sold
the Property to Monarch back in 2011 under a promissory note in the
original principal amount of $225,000.
Monarch Group filed a Chapter 11 bankruptcy petition (Bankr. E.D.
Tex. Case No. 20-41708) on Aug. 3, 2020, estimating under $1
million in both assets and liabilities. The Debtor is represented
by HAYWARD & ASSOCIATES PLLC.
MTPC LLC: Committee Seeks to Hire Manier & Herod as Co-Counsel
--------------------------------------------------------------
The official committee of unsecured creditors of MTPC, LLC and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to hire Manier & Herod, P.C.
Manier & Herod will serve as co-counsel with Sills Cummis & Gross
P.C., the other firm tapped to represent the committee in the
Debtors' Chapter 11 cases.
The firm will be paid at these rates:
Principals $350 - $490 per hour
Associates $250 - $300 per hour
Paralegals $80 - $130 per hour
The attorneys who are expected to have primary responsibility for
providing services to the committee are:
Michael E. Collins, Principal $490 per hour
Robert W. Miller, Principal $360 per hour
Jacob E. Bolton, Associate $260 per hour
Drew Hove, Associate $250 per hour
Robert Miller, Esq., a principal at Manier & Herod, disclosed in a
court filing that his firm has no connections with the Debtors,
creditors or any other "party in interest."
The firm can be reached through:
Robert W. Miller, Esq.
Manier & Herod, P.C.
1201 Demonbreun Street, Suite 900
Nashville, TN 37203
Phone: (615) 742-9350
(615) 244-0030
Fax: (615) 242-4203
Email: rmiller@ManierHerod.com
About MTPC LLC
MTPC LLC is a proton-therapy cancer-treatment center that serves a
multi-state area of the Southeastern United States and began
operations in 2018. It is a freestanding center with three active
treatment rooms including one fixed beam and two gantries. MTPC is
located in a 43,500-square-foot building adjacent to the campus of
the Williamson Medical Center, in Franklin, Tenn.
MTPC's affiliate, The Proton Therapy Center, LLC, is a Tennessee
limited liability company that was organized in 2010. It is a
freestanding center with three active treatment rooms including one
fixed beam and two gantries. Proton Therapy Center is located in
an 88,000-square-foot building on the campus of the Provision Case
CARES Cancer Center at Dowell Springs, in Knoxville, Tenn., a
comprehensive healthcare campus focusing on cancer treatment,
patient care, research, and education.
PCPT Hamlin, another affiliate of MTPC, is a Florida limited
liability company that was organized in 2018. It includes an
approximately 36,700-square-foot building in the 900-acre Hamlin
planned development in the "Town Center" of the 23,000-acre
"Horizon West" planning area of West Orange County.
MTPC and its affiliates sought Chapter 11 protection (Bankr. M.D.
Tenn. Lead Case No. 20-05438) on Dec. 15, 2020.
As of Aug. 31, 2020, MTPC's unaudited financial statements
reflected total assets of approximately $105.6 million and total
liabilities of approximately $131.2 million. Proton Therapy
Center's unaudited financial statements reflected total assets of
approximately $93.4 million and total liabilities of approximately
$130.2 million. Meanwhile, PCPT Hamlin's unaudited financial
statements reflected total assets of approximately $139.2 million
and total liabilities of approximately $138.5 million.
The Hon. Randal S. Mashburn is the case judge.
The Debtors tapped Waller Lansden Dortch & Davis, LLP and Foley &
Lardner, LLP as bankruptcy counsel, Trinity River Advisors, LLC as
restructuring advisor, and CRS Capstone Partners, LLC as financial
advisor. Stretto is the claims agent.
The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors on Jan. 8, 2021. The committee is represented
by Sills Cummis & Gross P.C. and Manier & Herod, P.C.
MTPC LLC: Committee Seeks to Hire Sills Cummis as Legal Counsel
---------------------------------------------------------------
The official committee of unsecured creditors of MTPC, LLC and its
affiliates seeks approval from the U.S. Bankruptcy Court for the
Middle District of Tennessee to hire Sills Cummis & Gross P.C. as
its legal counsel.
The firm's services will include:
a. advising the committee regarding its rights, powers and
duties in the Debtors' cases;
b. preparing legal papers;
c. representing the committee in matters arising in the cases,
including any dispute with the Debtors or other third parties;
d. court appearances;
e. assisting the committee in its investigation and analysis
of the Debtors, their capital structure, and issues arising in or
related to the cases, including any proposed disposition of the
Debtors' assets;
f. representing the committee in all aspects of any sale and
bankruptcy plan confirmation proceedings; and
g. other legal services.
The firm will be paid at these rates:
Members $575 - $950 per hour
Of Counsels $425 - $725 per hour
Associates $325 - $650 per hour
Paralegals $195 - $295 per hour
The attorneys who have primary responsibility for providing
services to the committee are:
Andrew H. Sherman, Member $895
Boris I. Mankovetskiy, Member $795
Lucas F. Hammonds, Of Counsel $675
Daniel J. Harris, Of Counsel $675
Rachel E. Brennan, Associate $650
Gregory Kopacz, Associate $625
Andrew Sherman, Esq., at Sills Cummis, 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:
Andrew H. Sherman, Esq.
Sills Cummis & Gross P.C
The Legal Center
One Riverfront Plaza
Newark, NJ 07102
Phone: (973) 643-6982
Email: asherman@sillscummis.com
About MTPC LLC
MTPC LLC is a proton-therapy cancer-treatment center that serves a
multi-state area of the Southeastern United States and began
operations in 2018. It is a freestanding center with three active
treatment rooms including one fixed beam and two gantries. MTPC is
located in a 43,500-square-foot building adjacent to the campus of
the Williamson Medical Center, in Franklin, Tenn.
MTPC's affiliate, The Proton Therapy Center, LLC, is a Tennessee
limited liability company that was organized in 2010. It is a
freestanding center with three active treatment rooms including one
fixed beam and two gantries. Proton Therapy Center is located in
an 88,000-square-foot building on the campus of the Provision Case
CARES Cancer Center at Dowell Springs, in Knoxville, Tenn., a
comprehensive healthcare campus focusing on cancer treatment,
patient care, research, and education.
PCPT Hamlin, another affiliate of MTPC, is a Florida limited
liability company that was organized in 2018. It includes an
approximately 36,700-square-foot building in the 900-acre Hamlin
planned development in the "Town Center" of the 23,000-acre
"Horizon West" planning area of West Orange County.
MTPC and its affiliates sought Chapter 11 protection (Bankr. M.D.
Tenn. Lead Case No. 20-05438) on Dec. 15, 2020.
As of Aug. 31, 2020, MTPC's unaudited financial statements
reflected total assets of approximately $105.6 million and total
liabilities of approximately $131.2 million. Proton Therapy
Center's unaudited financial statements reflected total assets of
approximately $93.4 million and total liabilities of approximately
$130.2 million. Meanwhile, PCPT Hamlin's unaudited financial
statements reflected total assets of approximately $139.2 million
and total liabilities of approximately $138.5 million.
The Hon. Randal S. Mashburn is the case judge.
The Debtors tapped Waller Lansden Dortch & Davis, LLP and Foley &
Lardner, LLP as bankruptcy counsel, Trinity River Advisors, LLC as
restructuring advisor, and CRS Capstone Partners, LLC as financial
advisor. Stretto is the claims agent.
The U.S. Trustee for Region 8 appointed an official committee of
unsecured creditors on Jan. 8, 2021. The committee is represented
by Sills Cummis & Gross P.C. and Manier & Herod, P.C.
MY FL MANAGEMENT: Files Emergency Bid to Use Cash Collateral
------------------------------------------------------------
My FL Management, LLC asks the U.S. Bankruptcy Court for the
Southern District of Florida, Fort Lauderdale Division, for
authority to use cash collateral in the ordinary course of business
and pursuant to a budget. The Debtor also intends to pay its
proposed counsel, Edelboim Lieberman Revah Oshinsky PLLC, to the
extent permitted, using the Cash Collateral.
The Debtor asserts that the use of cash collateral is essential to
its reorganization efforts and to preserve its going concern
value.
A&D Mortgage LLC may claim to have a secured interest in the Cash
Collateral. To the extent that the Court may determine that A&D is
indeed secured by the Debtor's Cash Collateral, the significant
equity cushion in the real property constituting its collateral
adequately protects A&D. A&D's secured claim is in the approximate
amount of $10,469,232 plus interest (calculated at the default
rate) of $1,781,233, totaling roughly $12,250,465.
The Debtor's Royal Beach Palace Properties were valued at
$23,000,000 in July of 2017. It is expected that the value of the
properties have appreciated since such appraisal. It is estimated
that A&D is oversecured by approximately $10,750,000. The equity
cushion is sufficient so as not to require other forms of adequate
protection. Moreover, under the budget proposed, the Debtor
proposes to pay A&D $50,500 on a monthly basis.
While the Covid-19 pandemic has ravaged the hospitality industry,
the Debtor's operations are climbing towards normalcy and it is
anticipated that occupancy rates will climb in the near future. The
continued operation of the Debtor's business will preserve its
going concern value and enable the Debtor to maintain its hotel and
restaurant operations.
A copy of the motion and the Debtor's budget through April 2021 is
available at https://bit.ly/2Z2e54Q from PacerMonitor.com.
About My FL Management, LLC
MY FL Management LLC, owns Royal Beach Palace, a hotel located in
the residential Lauderdale-by-the-Sea, about a 10-minute walk to
the beach.
Fort Lauderdale, Florida-based MY FL Management LLC sought Chapter
11 protection (Bankr. S.D. Fla. Case No. 21-11028) on Feb. 2, 2021.
The Debtor estimated assets and debt of $1 million to $10 million
as of the bankruptcy filing. Edelboim Lieberman Revah Oshinsky
PLLC, led by Brett Lieberman, is the Debtor's counsel.
NAVIENT SOLUTIONS: Hit With Involuntary Bankruptcy Petition
-----------------------------------------------------------
Three private student loan borrowers are seeking to recoup money
Navient Solutions collected after their loans were discharged.
According to PacerMonitor.com, Sarah Bannister, Brandon Hood, and
LaBarron Tate have filed an involuntary Chapter 11 petition against
Navient Solutions, LLC (Bankr. S.D.N.Y. Case No. 21-10249) on Feb.
8, 2021, saying they were owed a combined $45,684 in "overpayments"
that they say the servicer illegally collected.
The Petitioners reportedly had their private student debts
discharged in bankruptcy but have been hounded and lied to for more
than a decade to repay discharged debts.
"[T]he Petitioning Creditors are owed $45,683.64 in money
wrongfully collected from them after discharge, along with likely
more than a billion from hundreds of thousands of other debtors
Navient has defrauded over the last two decades. But because this
money was illegally obtained, it will not become part of Navient's
estate, and will need to be refunded in full outside Section 541.
It was "long established at common law, that a thief has no title
in the property that he steals"," Austin C. Smith, counsel to the
petitioners, said.
The Petitioners' counsel:
Austin C. Smith, Esq.
Smith Law Group LLP
95 Cove Hollow Rd
East Hampton, NY 11937
E-mail: acsmithlawgroup.com
aconnellsmith@gmail.com
Navient Solutions is the servicing unit of student loan giant
Navient Corp. (Nasdaq:NAVI). Navient Solutions is a wholly owned
subsidiary of Navient Corp. and acts as the principal management
company for most of Navient's business activities. Navient
Solutions' servicing division manages and operates the loan
servicing functions for Navient and its affiliates.
NEWSTREAM HOTEL: Seeks to Hire Spencer Fane as Legal Counsel
------------------------------------------------------------
Newstream Hotel Partners - IAH LLC seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Texas to hire Spencer
Fane L.L.P. as its counsel in substitution of Pronske & Kathman,
P.C.
Pronske & Kathman attorneys of record in the Debtor's Chapter 11
case, Jason Kathman, Esq., Gerrit Pronske, Esq., and Megan Clontz,
Esq., joined the firm of Spencer Fane effective Jan. 1.
Spencer Fane will provide legal services attendant to various
securities law and corporate matters.
The firm will charge its normal billing rates for attorneys and
legal assistants and will request reimbursement for its
out-of-pocket expenses.
The firm will be paid at these rates:
Partners $425 - $750 per hour
Of Counsel $200 - $650 per hour
Associates $280 - $430 per hour
Paralegals $75 - $320 per hour
Mr. Kathman, a partner at Spencer Fane, 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:
Gerrit M. Pronske, Esq.
Jason P. Kathman, Esq.
Megan F. Clontz, Esq.
Spencer Fane LLP
5700 Granite Parkway, Suite 650
Plano, TX 75024
Phone: 972-324-0300
Tel: 972-324-0301
Email: gpronske@spencerfane.com
Email: jkathman@spencerfane.com
Email: mclontz@spencerfane.com
About Newstream Hotel Partners-IAH
Newstream Hotel Partner-IAH, LLC, is a single asset real estate (as
defined in 11 U.S.C. Section 101(51B)). Newstream Hotel
Partner-IAH sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Texas Case No. 20-41064) on April 28, 2020. At
the time of the filing, the Debtor was estimated to have assets of
between $1 million and $10 million and liabilities of the same
range. Judge Brenda T. Rhoades oversees the case.
NOBLE CORP: Akin Gump Advised Noteholders in Restructuring
----------------------------------------------------------
Akin Gump has acted as English law and international anti-trust
counsel to an ad hoc group of priority guaranteed noteholders in
relation to the financial restructuring of U.K. offshore drilling
contractor Noble Corporation plc's $4 billion of debt. The
restructuring closed on February 05, 2021.
In July 2020, Noble Corp. and certain of its subsidiaries filed for
bankruptcy in the Southern District of Texas, with a restructuring
support agreement backed by the company's major creditors,
including the ad hoc group of priority guaranteed noteholders.
The restructuring reduces the company's debt from approximately $4
billion to less than $450 million and includes a debt for equity
swap, new debt issuances, corporate and tax reorganization and
merger control approvals implemented via joint Chapter 11 cases and
concurrent cross-border implementation steps.
Akin Gump worked alongside Kramer Levin Naftalis & Frankel LLP in
New York to advise the ad hoc group of priority guaranteed
noteholders in connection with the restructuring. Ducera Partners
LLC acted as financial advisor.
The Akin Gump team was led by London financial restructuring
partner James Terry with financial restructuring counsel Jakeob
Brown. They were supported by competition partner Davina Garrod and
counsel Sebastian Casselbrant-Multala, tax partners Stuart Sinclair
and Sophie Donnithorne-Tait and tax counsel Serena Lee,
international trade partner Jasper Helder and corporate partner
Vance Chapman and senior counsel Tony Barnes.
Akin Gump Strauss Hauer & Feld LLP is a leading international law
firm with more than 900 lawyers in offices throughout the United
States, Europe, Asia and the Middle East.
About Noble Corporation
Noble is a leading offshore drilling contractor for the oil and gas
industry. The Company owns and operates one of the most modern,
versatile and technically advanced fleets in the offshore drilling
industry. Noble performs, through its
subsidiaries, contract drilling services with a fleet of 19
offshore drilling units, consisting of 7 drillships and
semisubmersibles and 12 jackups, focused largely on ultra-deepwater
and high-specification jackup drilling opportunities in both
established and emerging regions worldwide. Noble is a public
limited company registered in England and Wales with company number
08354954 and registered office at 3rd Floor, 1 Ashley Road,
Altrincham, Cheshire, WA14 2DT. Additional information on Noble is
available at www.noblecorp.com.
On July 31, 2020, Noble Corporation and its affiliates filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Tex. Lead Case No. 20-33826). Richard B. Barker,
chief financial officer, signed the petitions. The Debtors
disclosed total assets of $7,261,099,000 and total liabilities of
$4,664,567,000 as of March 31, 2020.
Judge Marvin Isgur oversees the cases.
The Debtors tapped Skadden, Arps, Slate, Meagher & Flom LLP and
Porter Hedges LLP as legal counsel; Smyser Kaplan & Veselka,
L.L.P., McAughan Deaver PLLC, and Baker Botts L.L.P. as special
counsel; AlixPartners, LLP as financial advisor; and Evercore Group
LLC as investment banker. Epiq Corporate Restructuring, LLC is
the
claims and noticing agent.
In November 2020, Noble Corporation plc changed its name to Noble
Holding Corporation plc to allow the ultimate parent company that
emerges from the Chapter 11 reorganization to use the name "Noble
Corporation plc."
NORTHERN OIL: S&P Hikes ICR to 'B-' on Improved Expected Liquidity
------------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on U.S.-based
exploration and production (E&P) company Northern Oil and Gas Inc.
to 'B-' from 'CCC+'.
S&P said, "At the same time, we are assigning our 'B' issue-level
rating and '2' recovery rating to the company's new senior
unsecured notes due 2028.
"The stable outlook reflects our expectation that Northern's funds
from operations (FFO) to debt will remain in the mid 30% area while
it sustains debt to EBITDA of comfortably below 3x for the next two
years.
"We believe the refinancing will improve Northern's maturity
profile and alleviate the risk of below-par debt repurchases. The
company has announced that it plans to issue $500 million of senior
unsecured notes due 2028 and will use the proceeds to repay its
$287 million of outstanding second-lien notes due 2023, $65 million
of its Ven-Bakken notes, approximately $73 million of the
borrowings under its reserve-based lending (RBL) facility,
partially finance the announced acquisition, and pay ancillary fees
and transaction costs. Following the refinancing, the company will
have a more simplified capital structure, stronger liquidity, and
an improved maturity profile (with its first debt maturity being
the RBL facility in 2024).
"The transaction improves Northern's liquidity position by paying
down $73 million of the outstanding borrowings under its RBL
facility. Moreover, we believe the company could elect to increase
the borrowings base of its $660 million RBL facility following its
purchase of the new Appalachian assets. We currently forecast
Northern will generate positive discretionary cash flow and believe
this will limit its need to draw on the RBL facility." This
forecast is further bolstered by the company's material 2021 oil
hedge book and anticipated future hedges on its natural gas.
However, because its RBL facility will be nearly 79% drawn after
the transaction, there is a risk that its liquidity may become
constrained if commodity prices fall or its banks reduce their
commitments.
The new assets improve the company's geographic and commodity
diversity. The acquisition will diversify Northern's business away
from being a pure-play oil-focused Williston producer to the
gas-rich Appalachia region. The assets, operated by leading
Appalachian producer EQT Corp., currently produce 170 million cubic
feet equivalent per day (mmcfe/d) and comprise 493 billion cubic
feet equivalent (Bcfe) of net proved reserves (53% natural gas and
55% developed). Pro forma for the transaction, the company will
generate approximately 30% of its revenue from its Appalachian
assets and 70% from its legacy Williston and small Permian position
while its proved reserves will be split 40%/60%, respectively,
between the same regions.
S&P said, "The stable outlook on Northern reflects our expectation
that its credit metrics will remain in line with our expectations
for the rating over the next 12 months, including FFO to debt in
the mid-30% area and debt to EBITDA comfortably below 3x. The
outlook also reflects our expectation that the company will
maintain adequate liquidity over the next year.
"We could lower our rating on Northern if its liquidity
deteriorates or its credit metrics weaken to levels that we
consider unsustainable. Such a scenario would most likely occur if
its profitability declined, it pursued large debt-funded
acquisitions, or commodity prices fall significantly and management
fails to correspondingly reduce its capital spending.
"We could raise our rating on Northern if its FFO to debt
approaches 45% and its debt to EBITDA falls below 2x on a sustained
basis while it maintains adequate liquidity. Although unlikely,
this could occur if commodity prices improve materially and the
company is prudent with its spending while continuing to expand its
production."
NOSCE TE IPSUM: Metro Says Treatment of Class 6 Ambiguous
---------------------------------------------------------
Metro 214, LLC, objects to approval of Second Amended Disclosure
Statement of Nosce Te Ipsum, Inc.
Metro points out that the treatment provided to Class 6 Disputed
Claims is ambiguous: (i) it fails to provide for payment to Class 6
claimants or at least when they will be paid; (ii) it fails to
reserve of any specific amount to pay Class 6 claimants in the
event of an unfavorable outcome to Debtor; (iii) it fails to create
a litigation trust in the event there is favorable outcome to
Debtor and there is need to distribute additional funds to
creditors; and (iv) last but not least, it fails to estimate the
cost of the litigation before the state court.
Metro also argues that in the Second Amended Disclosure Statement,
the Debtor fails to disclose unpaid administrative expenses accrued
after the filing of the bankruptcy petition. The Debtor has
accrued the postpetition payment of administrative expenses
totaling around $330,000.
Moreover, according to Metro, the Debtor failed to disclose and
provide a detail of the cost or expenses related to the sale.
Specifically in Exhibit A (docket # 151-1) in which Debtor projects
selling expenses related to the liquidation of the single real
estate in the aggregate amount of $690,253 and the US Trustee's fee
in the amount of $62,000 related to the pay-off to creditors
pursuant to the Plan. A cursory review of the legal docket of the
case shows that Debtor has not moved the Court for the appointment
of Christiansen as the commercial real estate broker.
According to Metro, the Debtor failed to include and to factor in
the liquidation analysis the accrued post-petition administrative
expenses such as unpaid post-petition taxes, post-petition
maintenance fees and other administrative expenses. The Debtor
failed to disclose in the liquidation analysis the cost of the
projected sale of the subject property; including but not limited
to the capital gain tax, the real estate broker fee, notary public
fee (for the sale and the cancellation of liens) and internal
revenue stamps and vouchers, if applicable.
Metro asserts that the Disclosure Statement fails to explain to the
creditors the tax consequences of the proposed Plan. For example,
it fails to explain the tax consequences to secured creditor Omar
Villarreal for the post-petition non-resident tax withheld by
Debtor and not paid to the Department of Treasury.
Furthermore, Metro points out there is no mention in the Second
Disclosure Statement about the Stalking Horse Offer in the amount
of $5,500,000 made by Metro on Sept. 15, 2020, to purchase the
Subject Property in a public auction free and clear of liens and
encumbrances, liens, and encumbrances to attach the proceeds.
Attorney for Metro:
Jose F. Cardona Jimenez
CARDONA JIMENEZ LAW OFFICES, PSC
P.O. Box 9023593
San Juan, Puerto Rico 00902-3593
Tel: (787) 724-1303
Fax (787) 724-1369
E-mail: jf@cardonalaw.com
About Nosce Te Ipsum Inc.
Nosce Te Ipsum, Inc., owns a five-story building with office and
commercial spaces for lease, and adjacent parking lot structure in
Guaynabo, P.R., valued at $7 million. Nosce Te Ipsum filed a
Chapter 11 petition (Bankr. D.P.R. Case No. 19-05155) on Sept. 9,
2019. In the petition signed by Maria De Los A. Ubarri, general
manager, the Debtor disclosed $7,046,991 in assets and $5,210,939
in liabilities. The Debtor classifies its business as single asset
real estate (as defined in 11 U.S.C. Section 101(51B)).
The Hon. Brian K. Tester oversees the case.
Counsel for Nosce Te Ipsum, Inc.:
Andrew Jimenez, Esq.
ANDREW JIMENEZ LLC
P.O. Box 9023654
San Juan, PR 00902-3654
Tel: (787) 638-4778
E-mail: ajimenez@ajlawoffices.com
Counsel for Omar Villareal:
Nelson Robles-Diaz, Esq.
NELSON ROBLES-DIAZ LAW OFFICES, PSC
PO Box 192302
San Juan, PR 00919-2301
Tel: 787-254-9518
Fax: 787-254-9519
E-mail: nroblesdiaz@gmail.com
NOVELION THERAPEUTICS: Opens Chapter 15 Case to Wind Up Liquidation
-------------------------------------------------------------------
Law360 reports that Novelion Therapeutics Inc. has opened a Chapter
15 case in the U.S. Bankruptcy Court for the Southern District of
New York, seeking recognition of the British Columbia-based
biopharmaceutical venture's voluntary liquidation and a final
distribution of company-held securities in the United States.
According to the late Monday, Feb. 8, 2021, filing, shareholders of
Novelion, which focused its business on therapeutics for rare
disorders, approved the liquidation action and dissolution in
November 2019, after the bankruptcy of Novelion's lone operating
affiliate, Aegerion Pharmaceuticals Inc. A liquidator was assigned
to the business after the British Corporations Act case was taken
up by the British Columbia Registrar.
About Novelion Therapeutics
Novelion Therapeutics Inc. (NASDAQ: NVLN), a biopharmaceutical
company, developed a portfolio of therapies for individuals living
with rare diseases in the United States, Brazil, and
internationally. The company was formerly known as QLT Inc. and
changed its name to Novelion Therapeutics in November 2016.
Novelion Therapeutics was founded in 1981 and is headquartered in
Vancouver, Canada.
On Sept. 25, 2019, Amryt acquired 100% of the outstanding equity
interests of Novelion’s former operating subsidiary, Aegerion
Pharmaceuticals, Inc., as contemplated in Aegerion’s First
Amended Joint Chapter 11 Plan. In the transaction, reorganized
Aegerion became a wholly-owned subsidiary of Amryt, and Novelion
received ADRs representing approximately 14.0 million ordinary
shares of Amryt in full satisfaction of Novelion's claims as
creditor under the secured intercompany loan between Aegerion and
Novelion.
On Nov. 18, 2019, the Company filed with the Supreme Court of
British Columbia an application seeking the voluntary liquidation
and dissolution of the Company pursuant to the Business
Corporations Act (British Columbia) (the "BCBCA").
On Jan. 9, 2020, the Supreme Court of British Columbia granted an
order approving the plan of liquidation and distribution (the
"Liquidation Plan") of Novelion and appointing Alvarez & Marsal
Canada Inc. as liquidator.
Novelion Therapeutics, through its liquidator, filed a Chapter 15
bankruptcy petition (Bankr. S.D.N.Y. Case No. 21-10245) on Feb. 8,
2021, to seek U.S. recognition of the liquidation in British
Columbia. Anthony Tillman of Alvarez & Marsal signed the petition.
Norton Rose Fulbright Us LLP is the counsel in the U.S. case.
NTN BUZZTIME: Pushes Sale to eGames to Avoid Bankruptcy
-------------------------------------------------------
NTN Buzztime, Inc. on Feb. 3, 2021, disclosed that its registration
statement on Form S-4 relating to the proposed merger involving NTN
and Brooklyn ImmunoTherapeutics LLC ("Brooklyn") and the proposed
sale of NTN's assets to eGames.com Holdings LLC ("eGames.com") has
been declared effective by the Securities and Exchange Commission.
NTN will be holding its special meeting of stockholders to consider
the merger, the asset sale and related proposals on March 15, 2021
at 9:00 a.m., Pacific Time, unless postponed or adjourned to a
later date or time. Additional details regarding the proposals and
the special meeting will be made available in the proxy
statement/prospectus/consent solicitation statement relating to the
special meeting.
As of the date of this press release, NTN has received no proposal
regarding any potential acquisition or similar transaction from any
party, and NTN's management and board of directors remain focused
on closing the proposed merger with Brooklyn and the proposed asset
sale to eGames.com.
As a result of the impact of the pandemic on NTN's business and
taking into account NTN's current financial condition and its
existing sources of projected revenue and its projected
subscription revenue, advertising revenue and cash flows from
operations, NTN's management believes that NTN will have sufficient
cash resources to pay forecasted cash outlays only through
mid-March 2021, assuming NTN is able to continue to successfully
manage its working capital deficit by managing the timing of
payments to its vendors and other third parties. If NTN's
stockholders approve the proposals related to the proposed merger
and proposed asset sale on which they will be asked to vote at the
special meeting, the earliest the proposed merger and asset sale
are expected to be completed is during the week of March 15, 2021.
If the proposed merger and asset sale are delayed beyond that week,
NTN will need to raise additional capital to maintain operations
through the completion of proposed merger and asset sale, and NTN
currently has no arrangements for such capital. If the proposed
merger or asset sale are not completed for any reason and if NTN is
unable to raise sufficient additional capital in the very near
term, NTN will likely be required to curtail or terminate some or
all of its business operations and NTN may have no choice but to
pursue a restructuring, which may include a reorganization or
bankruptcy under Federal bankruptcy laws, assignment for the
benefit of creditors, or a dissolution, liquidation and/or winding
up. In such event, NTN's investors may lose their entire
investment. Further, while NTN might attempt to complete another
strategic transaction like the proposed merger or to raise
additional capital through equity financings and/or alternative
sources of debt to allow NTN to continue as a going concern, based
on the strategic process conducted to date, NTN does not believe
that it would be able to identify and complete another reverse
merger or consummate a financing to obtain sufficient additional
financial resources when needed, on acceptable terms, or at all.
About NTN Buzztime
NTN Buzztime (NYSE American: NTN) -- http://www.buzztime.com/--
delivers interactive entertainment and innovative technology that
helps its customers acquire, engage and retain its patrons. Most
frequently used in bars and restaurants in North America, the
Buzztime tablets, mobile app and technology offer engaging
solutions to establishments that have guests who experience dwell
time, such as casinos, senior living, and more. Casual dining
venues license Buzztime's customizable solution to differentiate
themselves via competitive fun by offering guests trivia, card,
sports and arcade games. Buzztime's platform creates connections
among the players and venues and amplifies guests' positive
experiences. Buzztime's in-venue TV network creates one of the
largest digital out of home ad audiences in the US and Canada.
Buzztime hardware solutions leverages the company's experience
manufacturing durable tablets and charging systems, enabling a
diverse group of businesses including corrections, point-of-sale
and loyalty with product implementation. Buzztime games have also
been recently licensed by other businesses serving other markets.
OLD JACK INVESTMENTS: Seeks to Hire De Leo Law Firm as Counsel
--------------------------------------------------------------
Old Jack Investments, Inc. seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Louisiana to employ The De Leo
Law Firm to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $350 per hour
Paralegals $85 per hour
The Debtor paid the firm $1,225 for its pre-bankruptcy services and
a retainer of $8,775. The firm will receive reimbursement for
out-of-pocket expenses incurred.
Robin De Leo, Esq., a partner at The De Leo Law Firm, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robin De Leo, Esq.
THE DE LEO LAW FIRM, LLC
800 Ramon Street
Mandeville, LA 70448
Tel: (985) 727-1664
Fax: (985) 727-4388
Email: elaine@northshoreattorney.com
About Old Jack Investments
Old Jack Investments, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. E.D. La. Case No. 21-10141) on Feb. 2, 2021. At the time
of the filing, the Debtor had estimated assets of between $100,001
and $500,000 and liabilities of less than $50,000.
Judge Meredith S. Grabill oversees the case. The De Leo Law Firm
is the Debtor's legal counsel.
ONATAH FARMS: Seeks to Hire Overturf Fowler as Legal Counsel
------------------------------------------------------------
Onatah Farms LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Overturf Fowler LLP as their legal counsel.
The firm's services will include:
a) preparation of filings and applications and conducting
examinations necessary to the administration of the Debtors
'Chapter 11 cases;
b) advice regarding the Debtors' rights, duties and
obligations;
c) performance of legal services associated with and necessary
to the day-to-day operations of the Debtors' business, including,
but not limited to, loan restructuring and general business and
corporate legal advice;
d) negotiation, preparation, confirmation and consummation of a
plan of reorganization; and
e) other necessary actions incident to the proper preservation
and administration of the estate in the conduct of the Debtor's
business.
Overturf Fowler will be paid at these rates:
Weston E. Overturf, Partner $375 per hour
Sarah L. Fowler, Partner $350 per hour
Anthony T. Carreri, Associate $325 per hour
Deidre Gastenveld, Paralegal $175 per hour
Ellen Eagleson, Paralegal $150 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $50,000.
Weston Overturf, Esq., a partner at Overturf Fowler, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Weston E. Overturf, Esq.
Sarah L. Fowler, Esq.
Overturf Fowler LLP
201 N. Illinois St. South Tower, 16th Floor
Indianapolis, IN 46204
Tel: (317) 559-3387
Email: wes@ofattorneys.com
About Onatah Farms LLC
Onatah Farms LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 21-10091)
on Feb. 3, 2021. Douglas Morrow, member, signed the petitions.
At the time of the filing, Onatah Farms had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.
Overturf Fowler LLP and Steeplechase Advisors, LLC serve as the
Debtors' legal counsel and financial advisor, respectively.
ONATAH FARMS: Seeks to Hire Steeplechase as Financial Advisor
-------------------------------------------------------------
Onatah Farms LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the Northern District of Indiana to employ
Steeplechase Advisors, LLC as their financial advisor.
The firm will render these services:
a) assist the Debtors in developing forecasts and other analyses
to support the assessment of value for Debtors' assets;
b) assist the Debtors in the preparation of financial-related
disclosures as may be required by the court, including monthly
operating reports;
c) assist the Debtors in the preparation of budgets and
projections;
d) analyze the Debtors' cash flow;
e) assist the Debtors with claims processing, analysis and
reporting, including plan classification and claims estimation;
f) assist the Debtors in the development of their plans of
reorganization; and
g) render such other restructuring and general financial
consulting or other assistance for Debtors.
Steeplechase Advisors will be paid at these rates:
James Cullen $375 per hour
Nate Anderson $225 per hour
Eddie Doherty $225 per hour
Amy Rose $225 per hour
David Burke $225 per hour
Liam O'Hagan $175 per hour
Admin Time $175 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $40,000.
James Cullen, a partner at Steeplechase Advisors, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
James Cullen
Steeplechase Advisors, LLC
601 Carlson Parkway, Suite 1050
Minnetonka, MN 55305
Tel: (612) 384-7041
Email: jcullen@steeplechasemn.com
About Onatah Farms LLC
Onatah Farms LLC and its affiliates sought protection under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ind. Lead Case No. 21-10091)
on Feb. 3, 2021. Douglas Morrow, member, signed the petitions.
At the time of the filing, Onatah Farms had estimated assets of
between $1 million and $10 million and liabilities of between $10
million and $50 million.
Overturf Fowler LLP and Steeplechase Advisors, LLC serve as the
Debtors' legal counsel and financial advisor, respectively.
PACIFIC LINKS: Seeks to Hire Choi & Ito as Bankruptcy Counsel
-------------------------------------------------------------
Pacific Links US Holdings, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Hawaii to employ Choi & Ito as
its bankruptcy counsel.
The firm will provide these services:
(a) advise the Debtors with respect to the requirements and
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, Local Bankruptcy Rules, United States Trustee Guidelines
and any other bankruptcy-related laws, rules or regulations which
may affect the Debtors;
(b) assist the Debtors in an analysis of options; including sale
of assets and reorganization;
(c) advise the Debtors concerning the rights and remedies of the
estates and of the Debtors in regard to adversary proceedings which
may be removed to, or initiated in, the Bankruptcy Court; and
(d) represent the Debtors in any proceeding or hearing in the
Bankruptcy Court in any action where the rights of the estate or
the Debtors may be litigated, or affected.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Chuck C. Choi, Esq., a partner at Choi & Ito, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Chuck C. Choi, Esq.
Allison A. Ito, Esq.
Choi & Ito
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Tel: (808) 533-1877
Fax: (808) 566-6900
Email: cchoi@hibklaw.com;
aito@hibklaw.com
About Pacific Links US Holdings
Pacific Links US Holdings, Inc. sought protection under Chapter 11
of the Bankruptcy Code (Bankr. D. Hawaii Case No. 21-00094) on Feb.
1, 2021. Wei Zhou, director, signed the petition.
At the time of the filing, the Debtor estimated assets of between
$50,000 and $100,000 and liabilities of between $50 million and
$100 million.
Choi & Ito, is the Debtor's legal counsel.
PARK AVENUE 2017-1: S&P Assigns Prelim BB- (sf) Rating on DR Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class X,
A-1R, A-2R, B-1R, B-2R, C-1R, C-2R, and DR replacement notes from
Park Avenue Institutional Advisers CLO Ltd. 2017-1, a CLO
originally issued in November 2017 that is managed by Park Avenue
Institutional Advisers LLC. The replacement notes will be issued
via a proposed supplemental indenture.
The preliminary ratings reflect S&P's opinion that the credit
support available is commensurate with the associated rating
levels.
The preliminary ratings are based on information as of Feb. 5,
2021. Subsequent information may result in the assignment of final
ratings that differ from the preliminary ratings.
On the Feb. 16, 2021, refinancing date, the proceeds from the
issuance of the replacement notes are expected to redeem the
original notes. S&P said, "At that time, we anticipate withdrawing
the ratings on the original notes and assigning ratings to the
replacement notes. However, if the refinancing doesn't occur, we
may affirm the ratings on the original notes and withdraw our
preliminary ratings on the replacement notes."
The replacement notes are being issued via a proposed supplemental
indenture, which, in addition to outlining the terms of the
replacement notes, will also:
-- Issue the replacement class A-2R notes at a lower spread than
the original notes.
-- Issue the replacement class A-1R and DR notes at a higher
spread than the original notes.
-- Issue the replacement class B-1R and B-2R notes at a floating
spread and fixed coupon, respectively, and replace the class B
notes, which were paid at a floating spread.
-- Issue the replacement class C-1R and C-2R notes at a floating
spread and fixed coupon, respectively, and replace the class C
notes, which were paid at a floating spread.
-- Extend the stated maturity and reinvestment period 4.34 years.
-- Establish a new non-call period with a deadline of Feb. 14,
2023.
-- Reset the weighted average life test covenant to nine years
post-closing.
-- Allow the deal to purchase bonds up to 5% of the collateral
principal amount upon amendment of the Volcker Rule.
-- Disallow the collateral manager from purchasing assets from
obligors in the tobacco industry.
The deal is now allowed to purchase loss mitigation assets with the
following requirements:
-- If principal proceeds are used, the principal balance of all
collateral obligations (excluding defaulted obligations) plus the
S&P Global Ratings' collateral value of defaulted obligations plus
eligible investments is greater than or equal to the reinvestment
target par balance and each overcollateralization ratio test is
satisfied.
-- If interest proceeds are used, there must be sufficient
interest proceeds present to pay all interest on the rated notes.
S&P said, "Our review of this transaction included a cash flow
analysis, based on the portfolio and transaction as reflected in
the trustee report, to estimate future performance. In line with
our criteria, our cash flow scenarios applied forward-looking
assumptions on the expected timing and pattern of defaults, and
recoveries upon default, under various interest rate and
macroeconomic scenarios. In addition, our analysis considered the
transaction's ability to pay timely interest or ultimate principal,
or both, to each of the rated tranches.
"We will continue to review whether, in our view, the ratings
assigned to the notes remain consistent with the credit enhancement
available to support them, and we will take further rating actions
as we deem necessary."
PRELIMINARY RATINGS ASSIGNED
Park Avenue Institutional Advisers CLO Ltd. 2017-1
Class X, $7.000 million: AAA (sf)
Class A-1R, $255.150 million: AAA (sf)
Class A-2R, $52.650 million: AA (sf)5
Class B-1R (deferrable), $14.000 million: A (sf)
Class B-2R (deferrable), $10.300 million: A (sf)
Class C-1R (deferrable), $14.000 million: BBB- (sf)
Class C-2R (deferrable), $10.300 million: BBB- (sf)
Class DR (deferrable), $14.175 million: BB- (sf)
Subordinated notes, $41.900 million: not rated
PARK PLACE: UST Says Disclosures Omit Trustee's Investigation
-------------------------------------------------------------
John P. Fitzgerald, III, Acting United States Trustee for Region
Four, filed his objection to the Disclosure Statement of Park Place
Properties, LLC, filed on Dec. 29, 2020.
The U.S. Trustee points out that:
* The Disclosure Statement fails to adequately describe the
trustee's investigation into the owner's pre- and post- petition
expenditures and to value potential causes of action. The Chapter
11 Trustee was appointed in this case following assertions by the
United States Trustee that the Debtor's owner, John Christopher
Spence, caused expenditures that were potentially unlawful and/or
would give rise to causes of action recoverable by the estate.
Prior to voting on the proposed Plan, creditors are entitled to an
explanation as to the Trustee's investigation into these matters.
Such an explanation is not present in the Disclosure Statement.
The Plan does not propose the prosecution of any causes of action,
i.e. fraudulent conveyance or preference actions, with respect to
these allegations.
* The Disclosure Statement fails to adequately describe
valuation of assets in the liquidation analysis. The total
valuation of assets under "Estimated Chapter 7 Liquidation
Recovery" in the Liquidation Analysis is more than $2 Million less
than both "Stated Assets and Claims" and the only reported
appraisals of the assets in this case. The Disclosure Statement
does not describe the basis for the Debtor's liquidation valuation
or for the discrepancy in values.
* The Disclosure Statement appears to improperly describe
treatment of secured claims and to improperly classify pre-petition
property taxes. While the Plan and Disclosure Statement state
that Claims of Secured Creditors are not impaired, it appears that
the Debtor proposes resuming the principal and interest payments
that existed pre-petition without curing any deficiencies. In other
words, it seems the Debtor proposes to unilaterally extend the term
of the secured loans. If that is the case, then these claims would,
in fact, be impaired.
* With respect to Pre-Petition Property Taxes, the Plan and
Disclosure Statement classify these as general unsecured claims and
propose to pay them at a 50 percent rate. Thus, the Pre-Petition
Property Tax Claims should be classified as Secured Claims so long
as the Debtor seeks to retain the real property upon which the
taxes were assessed.
About Park Place Properties
Park Place Properties, LLC, a single-member LLC founded in 1997 by
John C. Spence, owns the Properties that consist of the Park Place
Apartments; the Park Place Office; and the Flower Shop. The Flower
Shop Property located at 3208-3210 Piedmont Road, in Huntington,
West Virginia.
The Debtor sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. W.Va. Case No. 19-30186) on April 30, 2019. At
the time of the filing, the Debtor was estimated to have assets of
less than $50,000 and liabilities of less than $1 million. Judge
Frank W. Volk oversees the case.
Caldwell & Riffee is the Debtor's bankruptcy counsel.
Robert L. Nistendirk was appointed as the Debtor's Chapter 11
trustee. The trustee is represented by Steptoe & Johnson PLLC.
PARTY CITY: Sells $750 Million in Junk Bonds
--------------------------------------------
Katherine Doherty of Bloomberg News reported Feb. 10, 2021, that
Party City Holdco Inc. sold $750 million of new bonds to repay a
loan due in 2022, becoming the latest company to take advantage of
a hot junk bond market after yields hit a new record low.
The party supply retailer boosted the size of the offering by $25
million after receiving strong demand from investors, according to
people with knowledge of the matter who asked not to be named
discussing a private sale. The company was also able to cut the
interest it's paying on the senior secured bonds due 2026.
Party City Holdco Inc. (NYSE: PRTY) on Feb. 9, 2021, announced the
proposed offering by its wholly-owned subsidiary Party City
Holdings Inc. ("PCHI") of $725 million aggregate principal amount
of senior secured notes due 2026 (the "Notes"). The Notes and the
related Notes guarantees will be offered in a private offering to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended,
and to non-U.S. persons in accordance with Regulation S under the
Securities Act. The precise timing, size and terms of the offering
are subject to market conditions and other factors.
The Company intends to use the net proceeds from the offering to
repay all outstanding borrowings under our term loan facility
maturing 2022, to pay related fees and expenses and for general
corporate purposes, which may include debt repurchases.
The Notes will be guaranteed by each restricted subsidiary that
guarantees PCHI's senior credit facilities. The Notes and related
guarantees will be secured by a first priority lien on
substantially all assets of the issuer and the guarantors, except
for the collateral that secures the senior credit facilities on a
first lien basis, with respect to which the Notes and related
guarantees will be secured by a second priority lien.
About Party City Holdco Inc.
Elmsford, N.Y.-based Party City Holdco Inc. (NYSE: PRTY) is a
popular one-stop shopping destination for party supplies, balloons,
and costumes. Party City Holdco designs, manufactures, sources
and distributes party goods, including paper and plastic tableware,
metallic and latex balloons, Halloween and other costumes,
accessories, novelties, gifts and stationery throughout the world.
Party City operates 830 company-owned and franchise stores
throughout North America.
As of Dec. 31, 2019, the Company had $3.6 billion in total assets
and $3.1 billion in total liabilities.
* * *
In July 2020, S&P Global Ratings lowered its issuer credit rating
on Elmsford, N.Y.-based party goods retailer and wholesaler Party
City Holdings Inc. to 'SD' (selective default) from 'CC' and its
issue-level rating on the company's senior unsecured notes to 'D'
from 'CC'. S&P also lowered its issue-level rating on the
company's senior secured term loan to 'CCC' from 'B-' and revised
its recovery rating to '4' from '2'.
The downgrade follows the completion of Party City's exchange
offer, under which it offered its lenders $117.65 of new
second-lien Anagram notes, $217.65 of new first-lien Party City
notes, and a pro-rata share of 19.9% of Party City common stock
for
every $1,000 of its outstanding senior unsecured notes they
exchanged. This provided its lenders with roughly 33.5% of the par
value they exchanged, which is substantially less than par.
Because of this, S&P views the transaction as a distressed exchange
and tantamount to a default on the senior unsecured notes.
PATRICIAN HOTEL: Seeks April 1 Plan Exclusivity Extension
---------------------------------------------------------
Patrician Hotel, LLC and its three affiliates ask the U.S.
Bankruptcy Court for the Southern District of Florida, Miami
Division to extend by 60 days the Debtors' exclusive period to file
a plan and disclosure statement from February 1, 2021, to April 1,
2021, and to solicit votes and acceptance of a plan from April 2,
2021, to May 31, 2021.
On or about June 29, 2020, the Debtors filed their Objection to
Claim Nos. 1-1, 2-1, 3-1 and 4-1 Filed by All Seasons Condominium
Association, Inc.
On or about June 30, 2020, the Debtors filed in the Patrician case
their Objection to Claim No. 26-1 Filed by Blue Tide Properties,
LLC, Claim No. 27-1 Filed By Emilio Conesa, Claim No. 28-1 Filed by
Mr. Ed Capital Corp., Claim 29-1 Filed By Leslee Ramos and 30-1
Filed By Luis J. Taramona and Memorandum in Support of Objection to
Claims of Blue Tide Properties, et al. The Debtors filed similar
objections in the other three cases.
Both the Association and the Blue Tide Group have responded to the
Objections. In addition, the Association filed a motion seeking
adequate protection that is being carried with the claims
objections. The parties attended a judicial settlement conference
with Judge Hyman on December 9, 2020, via Zoom. While they did not
settle, they continued negotiation, but have not as of yet reached
an agreement.
The Debtors moved for summary judgment on the Blue Tide Objection.
The Court conducted a hearing on the motion on November 23, 2020,
and has set a hearing to announce an oral ruling on February 2,
2021.
The resolution of the above matters will more than likely determine
the course of the case. The Debtors continue to field offers and
interest and ultimately believe a sale of their units is
forthcoming, but the above issues also need to be determined (or
settled) as part of the resolution of the case.
The Debtors also remain hopeful that a sale of the entire building,
or at least a substantial number of units in the building, can be
achieved. At least one of the parties who has expressed interest in
buying the Debtors' units has indicated an interest in buying as
many units as possible.
Morgan Reed MI2, LLC, a secured creditor in this case who holds
mortgages against several of the Debtors' units, has indicated it
does not have any opposition to the extension requested.
A copy of the Debtor's Motion to extend is available from
PacerMonitor.com at https://bit.ly/2LCALFY at no extra charge.
About Patrician Hotel
Based in Miami Beach, Fla., Patrician Hotel, LLC and three
affiliates, 3621 Acquisition LLC, GAIJ LLC, and All Seasons 408
LLC, filed voluntary petitions under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Lead Case No. 19-25290) on November 14,
2019. At the time of the filing, Patrician Hotel disclosed less
than $50,000 in assets and less than $50,000 in liabilities.
Judge Robert A. Mark oversees the cases. Robert F. Reynolds, Esq.,
at Slatkin & Reynolds, P.A., is the Debtors' legal counsel.
No committee has been appointed to represent unsecured creditors in
the Debtors' bankruptcy cases.
PBS BRAND: Seeks to Hire Gavin Solmonese, Appoint CRO
-----------------------------------------------------
PBS Brand Co., LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ Gavin
Solmonese LLC and appoint Edward Gavin, the firm's managing
director, as their chief restructuring officer.
The firm's services will include:
a. assessing the Debtors' business, financial obligations,
operational needs, assets, business plan, reorganization,
restructuring, liquidation strategy, and operating forecasts, and
assessing go-forward options with respect to same;
b. evaluating the Debtors' strategic and financial
alternatives;
c. evaluating and planning for a potential sale of the Debtors'
assets;
d. determining the amount of funding and soliciting,
negotiating, and securing debtor-in-possession financing or other
funding alternatives;
e. monitoring daily cash allocation and cash management
processes, including the preparation of reports to manage any
budgets and associated financing;
f. assisting the Debtors in negotiations with creditors and
other stakeholders; and
g. other necessary services, which include advising the Debtors
concerning obtaining additional financing, recruiting personnel,
and the implementation of a turnaround plan.
Gavin Solmonese will be paid at these rates:
Senior & Managing Directors $400 to $750 per hour
Senior Consultants & Directors $225 to $400 per hour
Other professional Staff $125 to $250 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
The retainer fee is $40,000.
Edward Gavin, managing director at Gavin Solmonese, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Edward T. Gavin
Gavin Solmonese LLC
919 N. Market Street, Suite 600
Wilmington, DE 19801
Office: 302.655.8992 ext.151
Mobile: 484.432.3430
Fax: 302.655.6063
Email: ted.gavin@gavinsolmonese.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 their legal counsel,
Gavin/Solmonese as restructuring advisor, and SSG Advisors, LLC as
investment banker. Omni Agent Solutions is the claims, noticing,
and balloting agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Jan. 6, 2021. Porzio, Bromberg & Newman,
P.C. and Province, LLC serve as the committee's legal counsel and
financial advisor, respectively.
PBS BRAND: Seeks to Hire North Real Estate as Broker
----------------------------------------------------
PBS Brand Co., LLC and its affiliates seek approval from the U.S.
Bankruptcy Court for the District of Delaware to employ North Real
Estate, LLC as their real estate broker.
The firm will assist the Debtors with regard to the amendment,
termination or assignment of their leases and other negotiated
agreements.
The firm will be paid at these rates:
Monthly Consulting Fee $10,000 per month
Executed Agreements $10,000 per agreement
Other Services $125 per hour
Dan Nesson, president of North Real Estate, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Dan Nesson
North Real Estate, LLC
611 Vine Street
Denver, CO 80206
Tel: (720) 201-9690
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 their legal counsel,
Gavin/Solmonese as restructuring advisor, and SSG Advisors, LLC as
investment banker. Omni Agent Solutions is the claims, noticing,
and balloting agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Jan. 6, 2021. Porzio, Bromberg & Newman,
P.C. and Province, LLC serve as the committee's legal counsel and
financial advisor, respectively.
PG&E CORP: Court Dismisses Appeal for Chapter 11 Plan Stay
----------------------------------------------------------
Law360 reports that a California federal judge dismissed an appeal
of PG&E's Chapter 11 plan, saying Monday, February 8, 2021, the
entities seeking the appeal never asked for a stay of the
implementation of the plan last summer and unwinding the plan now
would unfairly impact other creditors.
In an 11-page ruling, U.S. District Judge Haywood S. Gilliam Jr.
agreed with arguments from the fire victims trust created under the
utility's Chapter 11 plan that Comcast Cable Communications,
Adventist Health and others are required under Ninth Circuit law to
seek a stay of the plan before appealing the confirmation.
About PG&E Corp.
PG&E Corporation (NYSE: PCG) -- http://www.pgecorp.com/-- is a
Fortune 200 energy-based holding company, headquartered in San
Francisco. It is the parent company of Pacific Gas and Electric
Company, an energy company that serves 16 million Californians
across a 70,000-square-mile service area in Northern and Central
California.
As of Sept. 30, 2018, the Debtors, on a consolidated basis, had
reported $71.4 billion in assets on a book value basis and $51.7
billion in liabilities on a book value basis.
PG&E Corp. and Pacific Gas employ approximately 24,000 regular
employees, approximately 20 of whom are employed by PG&E Corp. Of
Pacific Gas' regular employees, approximately 15,000 are covered
by collective bargaining agreements with local chapters of three
labor unions: (i) the International Brotherhood of Electrical
Workers; (ii) the Engineers and Scientists of California; and (iii)
the Service Employees International Union.
On Jan. 29, 2019, PG&E Corp. and its primary operating subsidiary,
Pacific Gas and Electric Company, filed voluntary Chapter 11
petitions (Bankr. N.D. Cal. Lead Case No. 19-30088).
PG&E Corporation and its regulated utility subsidiary, Pacific Gas
and Electric Company, said they are facing extraordinary challenges
relating to a series of catastrophic wildfires that occurred in
Northern California in 2017 and 2018. The utility said it faces an
estimated $30 billion in potential liability damages from
California's deadliest wildfires of 2017 and 2018.
Weil, Gotshal & Manges LLP and Cravath, Swaine & Moore LLP are
serving as PG&E's legal counsel, Lazard is serving as its
investment banker and AlixPartners, LLP is serving as the
restructuring advisor to PG&E. Prime Clerk LLC is the claims and
noticing agent.
In order to help support the Company through the reorganization
process, PG&E has appointed James A. Mesterharm, a managing
director at AlixPartners, LLP, and an authorized representative of
AP Services, LLC, to serve as Chief Restructuring Officer. In
addition, PG&E appointed John Boken also a Managing Director at
AlixPartners and an authorized representative of APS, to serve as
Deputy Chief Restructuring Officer. Mr. Mesterharm, Mr. Boken and
their colleagues at AlixPartners will continue to assist PG&E with
the reorganization process and related activities. Morrison &
Foerster LLP, as special regulatory counsel. Munger Tolles & Olson
LLP, as special counsel.
The Office of the U.S. Trustee appointed an official committee of
creditors on Feb. 12, 2019. The Committee retained Milbank LLP as
counsel; FTI Consulting, Inc., as financial advisor; Centerview
Partners LLC as investment banker; and Epiq Corporate
Restructuring, LLC as claims and noticing agent.
On Feb. 15, 2019, the U.S. trustee appointed an official committee
of tort claimants. The tort claimants' committee is represented by
Baker & Hostetler LLP.
PG&E Corporation and Pacific Gas and Electric Company announced
July 1, 2020, that PG&E has emerged from Chapter 11, successfully
completing its restructuring process and implementing PG&E's Plan
of Reorganization that was confirmed by the Bankruptcy Court on
June 20, 2020.
PROFESSIONAL FINANCIAL: Hires Andrew Hinkelman of FTI as CRO
------------------------------------------------------------
Professional Financial Investors, Inc. and its affiliates seek
approval from the U.S. Bankruptcy Court for the Northern District
of California to employ Andrew Hinkelman, senior managing director
at FTI Consulting Inc., and other personnel of the firm in
connection with their Chapter 11 cases.
Mr. Hinkelman will serve as chief restructuring officer of PFI and
its affiliate, Professional Investors Security Fund, Inc.
The CRO will be assisted by other FTI personnel who will provide
additional services in connection with his management of the
businesses and financial affairs of PFI and PISF. These services
include assisting the management in evaluating strategic
alternatives, negotiating with stakeholders, and business plan and
liquidation analyses.
FTI will also provide restructuring advisory services, including
forensic accounting and investigation services, to Professional
Investors Security Fund I and 28 other affiliates of PFI.
The firm will be paid a monthly fee of up to $395,000 and will be
reimbursed for out-of-pocket expenses incurred.
Mr. Hinkelman disclosed in a court filing that FTI is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Andrew Hinkelman
FTI Consulting, Inc.
One Front Street, Suite 1600
San Francisco, CA 94111
Tel: +1 415) 283-4200 / +1 415 283 4214
Fax: +1 415 293 4497
Email: andrew.hinkelman@fticonsulting.com
About Professional Financial Investors
Professional Financial Investors, Inc. and Professional Investors
Security Fund, Inc. are both engaged in activities related to real
estate.
On July 16, 2020, a group of creditors filed an involuntary Chapter
11 petition (Bankr. N.D. Calif. Case No. 20-30579) against
Professional Investors Security Fund. On July 26, 2020,
Professional Financial Investors sought Chapter 11 protection
(Bankr. N.D. Calif. Case No. 20-30604). On Nov. 20, 2020,
Professional Financial Investors filed involuntary Chapter 11
petitions against Professional Investors Security Fund I, A
California Limited Partnership and 28 other affiliates. The cases
are jointly administered under Case No. 20-30604.
At the time of the filing, Professional Financial Investors
disclosed assets of between $100 million and $500 million and
liabilities of the same range.
Judge Dennis Montali oversees the cases.
The Debtors tapped Sheppard, Mullin, Richter & Hampton, LLP, as
their legal counsel; Trodella & Lapping LLP as conflicts counsel;
and Ragghianti Freitas LLP, Weinstein & Numbers LLP, Wilson Elser
Moskowitz Edelman & Dicker LLP, Nardell Chitsaz & Associates, and
Kimball Tirey & St. John, LLP as special counsel. Donlin, Recano &
Company, Inc. is the claims, noticing, and solicitation agent and
administrative advisor.
FTI Consulting Inc. serves as the Debtors' financial advisor.
Andrew Hinkelman, senior managing director at FTI, is the chief
restructuring officer.
On Aug. 19, 2020, the Office of the U.S. Trustee appointed a
committee of unsecured creditors. The committee is represented by
Pachulski Stang Ziehl & Jones, LLP.
REFINITIV: Fitch Withdraws 'BB' LongTerm Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has withdrawn Refinitiv Parent Ltd.'s and Refinitiv
US Holdings, Inc.'s (collectively, Refinitiv) 'BB' Long-Term Issuer
Default Ratings (IDR) due to the repayment of all of Refinitiv's
debt following the company's acquisition by London Stock Exchange
Group plc (LSE) and the lack of information following the
acquisition. Fitch has also withdrawn Refinitiv's 'BB+'/'RR2'
senior secured ratings and 'B+'/'RR6' senior unsecured ratings.
On Jan. 29, 2021, Refinitiv was acquired by LSE for $27 billion, or
approximately 11.3x LTM ended Sept. 30, 2020, Fitch-calculated
adjusted EBITDA of $2.4 billion, in an all-stock transaction.
Refinitiv shareholders received newly issued LSE shares for each
share held and have an approximate aggregate 37% economic interest
and 29% voting interest in LSE. These shares are subject to a two
year lock up, subject to certain exceptions, with one-third
becoming saleable annually thereafter over the next three years.
Fitch has withdrawn Refinitiv's ratings following LSE's acquisition
of Refinitiv and repayment of Refinitiv's debt. Therefore, Fitch
Ratings will no longer have sufficient information to maintain the
ratings. Accordingly, Fitch will no longer provide ratings (or
analytical coverage) for Refinitiv.
KEY RATING DRIVERS
Not applicable.
DERIVATION SUMMARY
Not applicable
KEY ASSUMPTIONS
Not applicable.
RATING SENSITIVITIES
Not applicable.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
RENOVATE AMERICA: Panel Hires Island Capital as Investment Banker
------------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Renovate America, Inc. and its affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Island Capital Advisor LLC as investment
banker.
The firm's services will include:
a. reviewing the sales process conducted by the Debtors' and
their financial advisors and assisting in finding additional
potential bidders in efforts to develop and solicit transactions
which would support unsecured creditor recovery;
b. performing market checks to assess the stalking horse bid and
potential alternative sales proposals;
c. advising the committee in negotiations with the Debtors and
third parties;
d. assisting the committee in reviewing the Debtors' financial
reports, including, but not limited to, statements of financial
affairs, schedules of assets and liabilities, cash budgets, and
monthly operating reports; and
e. other advisory services.
The firm will be paid at these rates:
Robert C. Lieber $700 per hour
Mark Lande $550 per hour
Steven Landgraber $550 per hour
Scott Woods $450 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Robert Lieber, a partner at Island Capital, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Robert C. Lieber
Island Capital Advisor LLC
717 Fifth Avenue
New York, NY 10022
Tel: (212) 705-5000
Fax: (212) 705-5001
About Renovate America Inc.
Renovate America provides home improvement financing through its
industry-leading home financing product, Benji. It offers a
proprietary technology platform that helps Americans improve their
homes while giving contractors the tools they need to grow their
business. In addition to offering intuitive financing options,
Renovate America offers education, training and mentoring to
contractor teams in the field. On the Web:
http://www.renovateamerica.com/
Renovate America and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020.
Renovate America was estimated to have $50 million to $100 million
in assets and $100 million to $500 million in liabilities as of the
bankruptcy filing.
The Debtors tapped Bryan Cave Leighton Paisner LLP and Culhane
Meadows, PLLC as their bankruptcy counsel, Armanino LLP as
financial advisor, and GlassRatner Advisory & Capital Group, LLC as
restructuring advisor. Stretto is the claims agent.
On Jan. 4, 2021, the U.S. Trustee for Regions 3 and 9 appointed an
official committee of unsecured creditors. The committee tapped
Troutman Pepper Hamilton Sanders LLP as its legal counsel, Island
Capital Advisor LLC as investment banker and Dundon Advisers LLC as
financial advisor.
RENOVATE AMERICA: Committee Taps Dundon as Financial Advisor
------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Renovate America, Inc. and its affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to employ Dundon Advisers LLC as its financial advisor.
The firm's services will include:
a. assisting in the analysis, review and monitoring of the
restructuring process, including, but not limited to, an assessment
of the unsecured claims pool and potential recoveries for unsecured
creditors;
b. analyzing the proposed and potential substitute or amended
debtor-in-possession loan facilities;
c. developing a sufficient understanding of the Debtors'
businesses, including current and "go forward" business plans and
operations, COVID-19 protocols, and operations optimization to
support the committee superintendence of the sales process and
preparation for any contingencies; and
d. other financial advisory services.
The firm will be paid at the rates of $400 to $700 per hour and
will be reimbursed for out-of-pocket expenses incurred.
Matthew Dundon, a partner at Dundon Advisers, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Matthew Dundon
Dundon Advisers LLC
440 Mamaroneck Avenue, Fifth Floor
Harrison, NY 10528
Tel: (914) 341-1188 / (917) 838-1930
Fax: (212) 202-4437
Email: md@dundon.com
About Renovate America Inc.
Renovate America provides home improvement financing through its
industry-leading home financing product, Benji. It offers a
proprietary technology platform that helps Americans improve their
homes while giving contractors the tools they need to grow their
business. In addition to offering intuitive financing options,
Renovate America offers education, training and mentoring to
contractor teams in the field. On the Web:
http://www.renovateamerica.com/
Renovate America and two affiliates sought Chapter 11 protection
(Bankr. D. Del. Lead Case No. 20-13173) on Dec. 21, 2020.
Renovate America was estimated to have $50 million to $100 million
in assets and $100 million to $500 million in liabilities as of the
bankruptcy filing.
The Debtors tapped Bryan Cave Leighton Paisner LLP and Culhane
Meadows, PLLC as their bankruptcy counsel, Armanino LLP as
financial advisor, and GlassRatner Advisory & Capital Group, LLC as
restructuring advisor. Stretto is the claims agent.
On Jan. 4, 2021, the U.S. Trustee for Regions 3 and 9 appointed an
official committee of unsecured creditors. The committee tapped
Troutman Pepper Hamilton Sanders LLP as its legal counsel, Island
Capital Advisor LLC as investment banker and Dundon Advisers LLC as
financial advisor.
RGN-MILWAUKEE: Case Summary & Unsecured Creditors
-------------------------------------------------
Debtor: RGN-Milwaukee IV, LLC
3000 Kellway Drive
Suite 140
Carrollton, TX 75006
Case No.: 21-10390
Business Description: RGN-Milwaukee IV, LLC is primarily engaged
in renting and leasing real estate
properties.
Chapter 11 Petition Date: February 8, 2021
Court: United States Bankruptcy Court
District of Delaware
Judge: Hon. Brendan Linehan Shannon
Debtor's Counsel: Ian J. Bambrick, Esq.
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
Tel: (302) 467-4200
Email: Ian.Bambrick@faegredrinker.com
Debtor's
Financial
Advisor: ALIXPARTNERS
Debtor's
Restructuring
Advisor: DUFF & PHELPS, LLC
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by James S. Feltman, responsible officer.
The Debtor listed Cherry Water LLC as its sole unsecured creditor
holding a claim of $271,024.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/S4BFLZI/RGN-Milwaukee_IV_LLC__debke-21-10390__0001.0.pdf?mcid=tGE4TAMA
The Debtor will move for joint administration of its Case for
procedural purposes only pursuant to Rule 1015(b) of the Federal
Rules of Bankruptcy Procedure under the case captioned In re
RGN-Group Holdings, LLC, et al. (Bankr. D. Del. Case No. 20-11961).
RHP HOTEL: Fitch Assigns B+ Rating on Sr. Unsecured Notes
---------------------------------------------------------
Fitch Ratings has assigned a 'B+'/'RR4' rating to RHP Hotel
Properties, L.P.'s (Ryman, NYSE: RHP) senior unsecured notes. The
Rating Outlook is Negative. Ryman intends to use the net proceeds
from the $400 million offering for the repayment of their $400
million, 5.0% unsecured notes due April 2023 and payment of related
fees and expenses.
Fitch views the issuance as a credit positive that enhances Ryman's
liquidity profile and flexibility to navigate the challenging
near-term operating environment and address near-to-medium-term
debt maturities.
Fitch's rating case assumes that overall U.S. RevPAR rebounds to
around 70% of 2019 levels in 2021 and to above 80% of 2019 levels
in 2022. Fitch also expects a recovery to peak RevPAR levels by
2025, anticipating an eventual return to pre-pandemic levels of
corporate and group demand, despite increased workplace
flexibility. Fitch's rating case assumptions result in TTM RevPAR
returning to prior peak levels within 61 months, compared with 49
months and 59 months following the 2001 and GFC downturns,
respectively.
Given Ryman's exposure to convention and other group business,
Fitch assumes its portfolio will continue to underperform the
broader U.S. average through 1H21, and but begin to narrow the gap
in 2H21 and 2022. Under this scenario, Fitch expects leverage to
recover to around 6x and lower by 2022-2023.
KEY RATING DRIVERS
Admirably Navigating a Tough Environment: Performance among luxury
and upper upscale hotels, particularly those with more exposure to
group business and corporate travel, has underperformed the broader
U.S. average in the pandemic. Fitch expects this disparity to
continue through 1H21, but to narrow over the back half of 2021 and
in 2022. As of January 2021, Ryman has reopened four of five
Gaylord Hotels, shifting its business mix more to leisure transient
demand by appealing to 'drive-to' vacation travel. In addition,
cost-cutting measures have been better than expected.
Adequate Liquidity, Expanded Runway: As of Dec. 31, 2020, RHP had
$57 million of unrestricted cash on hand, $593 million available on
its $700 million revolving credit facility, and $23 million of
restricted cash in FF&E reserves for hotel maintenance. Ryman
continues to improve its monthly cash burn, from $42 million/month
in March to $22 million in 3Q20 and $12 million per month by 4Q20,
which benefited from some seasonal tailwinds. As a result, the
company estimates it has roughly 28 months of liquidity (compared
with an estimated 18-24 months in March), which includes $20
million remaining capex on its Gaylord Palms expansion. Most other
capital spending has been eliminated or deferred, including the
expansion of Gaylord Rockies.
Elevated Leverage in Near Term: Fitch expects Ryman's REIT leverage
to remain elevated in 2021 but fall to around 6x by 2022 and lower
by 2023. This compares with the general 4.0x-5.0x range during
2016-2019. Leverage temporarily rose in 2018 with the construction
of the Gaylord Rockies resort and the acquisition of a majority
stake in the Gaylord Rockies JV.
High Quality, Differentiated Hotel Portfolio: RHP owns a high
quality, concentrated portfolio of five specialized hotels
(including its 65% interest in the Gaylord Rockies) with strong
competitive positions in the large group destination resort market.
The company's smallest hotel has 1,500 rooms and each of its five
properties ranks within the 10 largest U.S. hotels as measured by
exhibit and meeting space square footage. RHP's portfolio also has
the highest space-to-rooms ratio in the segment.
Groups booking room blocks of 10 or more comprise roughly 70% of
multi-year advance bookings windows. RHP's high portfolio
concentration by assets, markets, price/amenity level, brand and
property manager are consistent with speculative grade ratings. All
of the company's hotels are managed by Marriott International,
which acquired the Gaylord brand from RHP during 2012. Forward
booking trends suggest a return to pre-pandemic demand is likely
when coronavirus concerns recede.
High capital costs and long lead times provide some barriers to new
supply in RHP's niche property type. RHP's assets are generally
attractive to institutional lenders and investors, supporting the
company's contingent liquidity. Development is not a key component
of RHP's strategy; however, the company has taken some development
risk through unconsolidated joint ventures.
Volatile Cash Flows: Hotel industry cyclicality is a key credit
concern. Hotels re-price their inventory daily, resulting in the
shortest lease terms and least stable cash flows within commercial
real estate. Economic cycles and exogenous events (i.e. acts of
terrorism) have historically caused, or exacerbated industry
downturns.
The average large group bookings window is over two years, which
provides RHP with better revenue visibility than most hotel REITs.
Longer lead times can cause group demand to lag that of the overall
industry, which can buffer cash flows during downturns and delay
them during recoveries.
RHP's Entertainment segment (slightly over 10% of segment EBITDA)
provides some additional cash flow diversification and stability.
The segment includes unique, valuable entertainment content
stemming from the Grand Ole Opry's nearly 100 years of history, as
well as other branded entertainment and/or F&B assets, such as the
Ryman Auditorium in Nashville, TN and the company's Ole Red branded
restaurant joint venture. The company expanded its digital
entertainment offerings during the pandemic, and this segment
should continue to grow at an above average rate.
Weak Relative Capital Access: Ryman has demonstrated access to
common equity, private placement unsecured bonds and bank debt,
secured debt and joint ventures. However, Fitch believes the
company's access to many of these capital avenues is weaker than
more established REIT issuers that own portfolios with more stable,
longer lease-duration property types in core urban markets
generally favored by institutional equity investors and lenders.
Ryman's credit facility is secured by first-lien interests in each
of the company's owned Gaylord hotels. As a result, the company
would likely be unable to access the secured mortgage market to
bolster its liquidity during a downturn. Fitch notes that this is
mitigated somewhat by the company's liquidity position and
well-laddered maturity profile.
Recovery Ratings: Fitch's recovery analysis assumes Ryman would be
considered a going-concern in bankruptcy and the company would be
reorganized rather than liquidated. The EBITDA estimate reflects
Fitch's view of a sustainable, conservative post-reorganization
EBITDA level.
Fitch conservatively assumes GC EBITDA of approximately $260
million, ex Rockies, which is over 40% below 2019 levels. Fitch
also applies a conservative EBITDA multiple of 8x to reflect the
distressed and uncertain nature of the asset type in the current
environment. For the Rockies, Fitch assumes GC EBITDA of
approximately $79 million. Fitch applied a 9x multiple for the
newer Rockies asset, a premium to the four older assets to reflect
its newer quality, and estimated higher run rate Total RevPAR.
Rockies was built in 2018 and revalued at $810 million in 4Q18.
Ryman and its JV partner have guaranteed 10% of the Rockies loan
until certain coverage ratios are met, which Fitch assumes will not
happen this year. Fitch has included any shortfall from the Rockies
loan (up to the guarantee amount) as an unsecured claim.
The recovery analysis featured assumes that Ryman's $700 million
revolver is fully drawn, resulting in total debt of $3.3 billion
(including the Rockies loan). The net recoverable value totals $2.5
billion, after applying 10% to administrative costs and priority
claims.
The distribution of value yields a recovery ranked in the 'RR1'
category for the revolving credit facility, term loan A, and term
loan B; a recovery rating of 'RR2' for the Rockies loan; and the
'RR4' category for the unsecured obligations. Under Fitch's
Recovery Criteria, these recoveries result in notching three levels
above the IDR for the secured obligations excluding the Rockies
loan to 'BB+', two notches for the Rockies loan to 'BB', and in
line with the IDR at 'B+' for the unsecured loans.
DERIVATION SUMMARY
Ryman is smaller and notably more concentrated by assets, geography
and chainscale (i.e. hotel quality) than its peer Host Hotels &
Resorts (BBB-; Stable). Ryman's operations are concentrated to its
five large hotels. Additionally, Ryman's focus on the large group
segment of the leisure market differentiates it from its peers.
While RHP's entertainment assets generate a small portion of the
Ryman's overall EBITDA, Fitch views the diversification as a credit
positive.
KEY ASSUMPTIONS
-- Severe, roughly 70% drop in RevPAR in 2020 followed by a
rebound in 2021 to around half of 2019 levels. RevPAR further
expands to 88% of 2019 levels in 2022, and 95% of 2019 in
2023;
-- Negative EBITDA margin in 2020, as occupancy is slow to
recover for the balance of 2020 and into 2021. EBITDA margin
quickly improves as demand returns to the 30% level of 2018
2019 by 2023.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Faster than expected rebound from the coronavirus pandemic, in
which global economies quickly return to pre-2020 levels with
minimal disruption;
-- Fitch's expectation for leverage sustaining below 5.0x;
-- Better re-booking success in the second half of 2020 and 2021,
leading to better than expected growth.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch's expectation for leverage to sustain above 6.0x beyond
2022 due to a protracted lodging industry downturn;
-- A more severe lodging industry downturn or slower recovery,
including expectations that U.S. RevPAR is unlikely to recover
to 80% of peak levels by 4Q21/1Q22, and/or expectations of
persistent underperformance of the upper tier through YE 2022;
-- Slower margin recovery in 2022 and beyond.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
As of Dec. 31, 2020, RHP had $57 million on cash on hand, $593
million available on its $700 million revolving credit facility,
and $23 million of restricted cash in FF&E reserves for hotel
maintenance. Ryman continues to improve its monthly cash burn
estimate, from $42 million/month in March to $25 million by 3Q20
and $12 million per month by 4Q20, which benefited from some
seasonal tailwinds. As a result, the company estimates it has
roughly 28 months of liquidity (compared to an estimated 18-24
months in March), which includes $20 million remaining capex on its
Gaylord Palms expansion. Most other capital spending has been
eliminated or deferred, including the expansion of Gaylord
Rockies.
SOURCES OF INFORMATION
ESG Considerations
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
RKJ HOTEL: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: RKJ Hotel Management, LLC
31500 Wick Road
Romulus, MI 48174
Business Description: RKJ Hotel Maagement, LLC operates in the
hotel and motel industry.
Chapter 11 Petition Date: February 9, 2021
Court: United States Bankruptcy Court
District of Nevada
Case No.: 21-10593
Debtor's Counsel: Gerald M. Gordon, Esq.
GARMAN TURNER GORDON LLP
7251 Amigo Street, Suite 210
Las Vegas, NV 89119
Tel: 725-777-3000
Email: ggordon@gtg.legal
Estimated Assets: $10 million to $50 million
Estimated Liabilities: $10 million to $50 million
The petition was signed by Jeff Katofsky, member and authorized
representative.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/DCCVFLA/RKJ_HOTEL_MANAGEMENT_LLC__nvbke-21-10593__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's 20 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Ernest Barreca $250,000
4558 sherman Oaks Ave
Sherman Oaks, CA 91403
2. City of Romulus $180,947
11111 Wayne Road
Romulus, MI 48174
3. Modern Parking Inc. $150,000
303 S. Union Ave
Los Angeles, CA 90017
4. Gary Salomons $116,461
4558 Sherman Oaks
Ave.Sherman Oaks, CA 91403
5. Marriott International Inc. $100,000
13682 Collections Center Dr
Chicago, IL 60693
6. SOM - Michigan Dept of Treasury $82,988
PO Box 30406
Lansing, MI 48909
7. Real Hospitality Group LLC $76,572
Attn: Benjamin Seidel, President
12800 Hospitality Way
Ocean City, MD 21842
8. Oracle America, Inc. $65,929
500 Oracle Parkway
Redwood Shores, CA 94065
9. Comcast Business $37,461
41112 Concept Dr
Plymouth, MI 48170
10. M7 Services, LLC $27,778
1310 Rankin Rd, Ste. 300
Houston, TX 77073
11. Raven Computer Inc. $26,151
19710 Ventura Blvd, Suite 108
Woodland Hills, CA 91364
12. Wells Fargo Bank $24,381
Attn: Managing Member
PO Box 6995
Portland, OR 97228
13. Ascentium Capital LLC $20,857
23970 U.S. Highway 59 North
Kingwood, TX 77339
14. DTE Energy $19,939
PO Box 630795
Cincinnati, OH 45263
15. Superior Lawn Care $15,317
& Snow Removal, LLC
c/o American Profit Recovery
34505 W. 12 Mile Road, Suite 333
Farmington Hills, MI 48331
16. SOM - Michigan Dept of Treasury $11,602
PO Box 30781
Lansing, MI 48909
17. Lardner Elevator $11,244
729 Meldrum
Detroit, MI 48207
18. Cintas Fire Protection $8,421
c/o JSD Management Inc.
1283 College Park Dr.
Dover, DE 19904-8713
19. Bright Stars Solution Corp. $7,487
30233 Southfield Rd #202
Southfield, MI 48076
20. Knowland Group LLC $7,000
PO Box 347710
Pittsburgh, PA 15251
ROCKPOINT GAS: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Rockpoint Gas Storage Partners LP's
(ROCGAS) Long-Term Issuer Default Rating (IDR) at 'B-'.
Furthermore, Fitch has affirmed Rockpoint Gas Storage Canada Ltd.'s
(RGSCAN) IDR at 'B-' and the 2023 Senior Secured Notes (the Notes)
at 'B'/'RR3'. The Rating Outlook is Stable for both entities.
The ratings reflect ROCGAS's small size (as measured by EBITDA),
the company's activity in the volatile midstream subsegment of
natural gas storage (including the use of matched-booked
proprietary storage positions) and its geographical concentration
in the province of Alberta. These factors are offset by leverage
that is strong for the rating category, with total debt with equity
credit to operating EBITDA forecast to decline from 5.3x in the
fiscal year ending March 31, 2021 to below 5.0x in fiscal 2023, as
well as solid sponsor support. Fitch has applied 100% equity credit
to subordinated indebtedness provided by ROCGAS's sponsor,
Brookfield Asset Management Inc. (BAM).
The Stable Rating Outlook is based on performance versus Fitch
expectations since the fiscal year ended March 31, 2020 including a
strong YOY increase in contracted storage capacity, which will
benefit the fiscal year ending March 31, 2022, and expectations for
manageable curtailment disruptions on third-party pipelines during
summer 2021 in Alberta. The extension of a temporary service
protocol in Alberta allowing priority access for natural gas
storage during maintenance-related capacity curtailments would be a
positive for ROCGAS. Additionally, near-term assumptions include a
continued strong contracting environment for natural gas storage in
Northern California and adequate natural gas time-spreads supported
by the outlook for near historically average natural gas storage
inventories across North America at the end of winter 2020/2021.
Collectively, these factors lead to expectations for reduced
volatility for ROCGAS, compared to recent history.
KEY RATING DRIVERS
Stability Supported by Reduced Curtailment Disruption: The natural
gas storage market in western Canada has been disrupted by
curtailments related to extensive third-party pipeline maintenance
(TC Energy's NGTL System), which have hampered both the physical
ability to inject natural gas into storage during summer months and
ROCGAS's customers' willingness to contract for storage capacity,
due to injection uncertainty. However, with a reduced 2020 NGTL
maintenance schedule and a transportation service protocol (TSP)
put in place by the Canadian Energy Regulator (CER), ROCGAS entered
winter 2020/2021 with nearly full storage facilities and a higher
percentage of capacity under contract in Alberta, versus the prior
two winters. The 2021 NGTL maintenance plan appears to be
manageable, as to curtailments impacting ROCGAS, and, combined with
the possibility of another TSP for summer 2021, the fiscal year
ending March 31, 2022 looks to be less volatile for ROCGAS results
compared to the fiscal years ended March 31, 2019 and March 31,
2020.
Time-Spreads in Focus: The difference between natural gas prices in
the summer months versus the winter months, i.e. time-spreads, is
one of the main drivers of the fees ROCGAS can charge for its
storage services. These spreads are driven by regional market and
nonmarket factors. ROCGAS operates in distinctly different regions
of North America, the most important of which are the AECO Hub in
Southern Alberta and PG&E Citygate in Northern California. Spreads
remained compressed at AECO for much of 2020, relative to recent
years, due to the above-mentioned TSP. However, should natural gas
inventories in the region remain near historical averages, Fitch
would expect the AECO time-spreads to expand through the middle of
2021. At PG&E Citygate, time-spreads remained strong throughout
2020, compared to recent years, supported by lower summer demand
and a storage inventory surplus in Northern California. Barring any
large natural gas inventory draws at the end of the 2020/2021
winter, Fitch would expect time-spreads to remain healthy at PG&E
Citygate.
Supportive Dynamic Shift in Northern California: Resolution of
certain gas storage-related matters by Pacific Gas & Electric has
allowed for ROCGAS to directly access a broader market for its
storage services, thereby increasing the value the company is
receiving for storing natural gas. This shift has benefitted ROCGAS
from both an increased fee perspective as well as raised the
company's percentage of storage capacity under contract. While the
length of contract at ROCGAS's California storage facilities has
not meaningfully increased, Fitch would expect the positive demand
trend to eventually lead to the company being able to sign longer
duration storage contracts.
Contracting Targets: ROCGAS has set targets for the allocation of
capacity to longer term firm storage service (FSS) contracts,
short-term storage service (STS) contracts and matched-booked
proprietary storage positions (Optimization). The targeted
allocation includes a higher percentage of FSS and STS contracts
than currently exists. The trend of lower natural gas storage
values across North America witnessed over the past few years,
versus longer dated history, has incited ROCGAS to sign shorter
contract tenures and increased capacity used for optimization, as
well as reduced overall utilization. Generally, Fitch views
management's ability to both successfully re-contract where
appropriate and replace lost contracted dollars with optimization
revenue as central to the internally-driven aspect of the ROCGAS
story. More specifically, contract lengths at or beyond three years
in Alberta and/or California, along with high overall utilization
rates, would be viewed by Fitch as supportive of credit quality.
Impacts from LNG Market Dynamics: The expansion of LNG facilities
in North America and the ultimate end use of the exported LNG are
important factors to ROCGAS. The company has facilities in
proximity to LNG production and/or operates within a market which
benefits from having an LNG facility as an added outlet for natural
gas production. At present, U.S. LNG plants are showing baseload
operations, not exerting negative pressure on time-spreads and are
currently supportive of the storage sector. ROCGAS, however,
competes against more diversified and larger companies that operate
storage businesses and is more leveraged than most of these peers.
ROCGAS is more exposed than the average storage operator with
respect to an evolution of LNG exports that is adverse to the
storage sector.
Sponsor Support: Brookfield Asset Management Inc. (BAM) controls
ROCGAS. BAM invests in multiple real asset classes, with over $575
billion of assets under management worldwide. BAM has demonstrated
a patient approach to developing and capitalizing slowly emerging
trends. BAM has also caused ownership to be supportive, with
approximately $400 million of third-party senior debt bought out by
ROCGAS's owner and converted to PIK subordinated debt.
Rating Linkage: The subsidiary RGSCAN is stronger than parent
ROCGAS, as RGSCAN is closer to the biggest block of operating
assets, the Alberta storage properties. The package of guarantees
equalizes the ratings. The package breaks down as follows. Each of
RGSCAN, ROCGAS and certain of their subsidiaries (where certain
operating assets are held) guarantee either or both the notes and
the asset-based revolving credit facility (ABL). Additionally, the
ABL and the notes are guaranteed by Lodi Gas Storage, LLC, the
Brookfield subsidiary that controls the Lodi operating assets. This
entity is an affiliate of ROCGAS, yet is not a subsidiary of
ROCGAS. The package of guarantees that existed at the closing of
the Notes issuance was increased to include the California assets
(Lodi and Wild Goose) in October 2018 after approval by the
California Public Utility Commission. For completeness, Fitch notes
that BIF II Tres Palacios Aggregator (Delaware) LLC, a Brookfield
entity that holds the joint venture stake in the Tres Palacios
operating assets, is also a guarantor; this entity is an affiliate
of ROCGAS, yet is not a subsidiary of ROCGAS.
DERIVATION SUMMARY
ROCGAS is somewhat unique in Fitch's rated midstream universe in
that it is the only pure play natural gas storage business. The
most direct peer comparison available is TransMontaigne Partners
LLC. (BB/Stable), which is a terminaling company focusing on crude
oil that operates in 20 U.S. states. ROCGAS generates roughly half
the annual EBITDA compared to TransMontaigne and ROCGAS's expected
leverage is roughly one turn higher relative to TransMontaigne.
Fiscal 2021 total debt with equity credit to operating EBITDA is
expected to be 5.3x for ROCGAS, with leverage moving below 5.0x
over the forecast period. This compares to YE20 leverage
expectations for TransMontaigne closer to 4.0x. Additionally,
TransMontaigne has lower business risk (no optimization,
essentially all fee-based revenue) and has a longer termed contract
portfolio (better revenue assurance). Fitch view's the lower
leverage, lower business risk, better revenue assurance and
relatively larger size, as measured by annual EBITDA, as the main
factors driving the four-notch difference between the IDRs of
TransMontaigne and ROCGAS.
Amerigas Partners, L.P. (BB/Stable) is a retail business, whereas
ROCGAS, like most midstream companies, operates at the wholesale
level of the commercial chain. A similarity to ROCGAS is that
Amerigas's business does have a strong seasonal component to it and
is heavily influenced by the weather in its peak season. Amerigas
is much bigger than ROCGAS and its leverage is projected to decline
to the 4.3x to 4.6x range by 2022-2023.
Boardwalk Pipelines, L.P. (BBB-/Positive) is a large and
diversified entity that serves utility customers like ROCGAS does.
While Boardwalk owns and operates nine salt-dome NGL storage
caverns and 14 underground natural gas storage facilities with an
aggregate capacity of 205 Bcf, its bigger natural gas-related
activity is interstate natural gas pipelines, where fundamentals
are better than in the natural gas storage business.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Increased natural gas storage injection availability in
Alberta, resulting from moderate planned third-party pipeline
maintenance disruptions, compared to recent history, allowing
natural gas storage levels at AECO to enter winter 2021/2022
at sufficient levels;
-- New contract and Optimization revenue both reflect on a near
term basis time-spreads that increase modestly from current
levels through mid-2021, supported by North American natural
gas storage inventories at or near five-year average levels
following the conclusion of winter 2020/2021;
-- The absolute level of Alberta prices, which is a driver of
asset-based credit facility usage, reflects a continued large
discount to NYMEX Henry Hub prices in the medium-term. In
turn, the Henry Hub prices reflect the Fitch price deck e.g.,
$2.45/mcf for 2021 and beyond;
-- Performance under existing contracts with third-parties
produces the cash flows management forecasts;
-- Capex of approximately $12 million to $20 million per year
(minimal growth spending);
-- Brookfield Asset Management Inc. continues to cause its
subsidiary to provide a $100 million unsecured revolving
credit facility for ROCGAS's liquidity;
-- All BAM-held (or BAM-affiliate-held) debt at ROCGAS or RGSCAN
remains subordinated;
-- Return of capital to sponsor, including repayment of sponsor
provided subordinated debt, consistent with excess cash flow
assumptions.
For the Recovery Rating, Fitch utilized a going-concern (GC)
approach with a 6x EBITDA multiple, which is an approximation of
the multiple seen in recent reorganizations in the energy sector.
There have been a limited number of bankruptcies and
reorganizations within the midstream sector. Two recent gathering
and processing bankruptcies of companies indicate an EBITDA
multiple between 5.0x and 7.0x, by Fitch's best estimates. In its
recent Bankruptcy Case Study Report, "Energy, Power and Commodities
Bankruptcies Enterprise Value and Creditor Recoveries," published
in April 2019, the median enterprise valuation exit multiplies for
35 energy cases for which this was available was 6.1x, with a wide
range.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- An increase in the percentage of working gas capacity tied to
contracts with three years or more left and total debt with
equity credit to operating EBITDA is expected to be 5.5x or
less on a sustained basis;
-- Total debt with equity credit to operating EBITDA sustained
below 4.0x without an increase in the percentage of working
gas capacity tied to contracts with three years or more left.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt with equity credit to operating EBITDA sustained
above 7.5x and/or adjusted EBITDA interest coverage sustained
below 1.5x;
-- A future decrease in the percentage of working gas capacity
tied to multi-year contracts;
-- Change in the way the company structures new debt issuances
(such as without full guarantees, or debt at affiliates);
-- Change in terms regarding Brookfield debt instruments that are
adverse to third-party senior creditors.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: ROCGAS has adequate liquidity stemming from a
Sept. 30, 2020 cash balance of just under $9 million. The company
has availability under its secured revolving credit facilities of
$110 million and an unutilized $100 million unsecured revolver with
Brookfield (Brookfield Revolver). Collectively, the company has
$210 million of available liquidity as of Nov. 3, 2020.
The company has the option to defer or pay interest in kind on its
$100 million unsecured revolving credit facility (as well as
certain promissory notes held by BAM). The company's earliest debt
maturity occurs in December 2021, which is the expiration date of
its senior secured asset-based credit facility; however, Fitch
would expect this maturity date to be extended in the coming
months. The company issued $400 million in senior secured notes in
February 2018 that are not due until March 2023. Lastly, the
company has $400 million in outstanding subordinated unsecured
promissory notes, called the Swan Notes, which were accounted for
at Brookfield's transacted cost of $0 and bear no interest.
The company utilizes its credit facilities largely to purchase
natural gas inventory in the summer months to be sold at higher
prices in the winter months. Given that ROCGAS hedges those open
positions immediately with future/forward contracts this strategy
of using short-term debt instruments appears appropriate.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch's leverage metrics are based on financial data contained in
Rockpoint Gas Storage Partners LP's audited combined consolidated
financial statements. These statements perform a combination of (a)
the consolidated results of Rockpoint Gas Storage Partners LP with
(b) affiliate entities that are not Rockpoint subsidiaries nor
Rockpoint investees. The key affiliate entities so combined are
Lodi Gas Storage, LLC and BIF II Tres Palacios Aggregator
(Delaware) LLC.
Fitch has applied 100% equity credit to subordinated indebtedness
provided by ROCGAS's sponsor, BAM.
ESG CONSIDERATIONS
Rockpoint Gas Storage Partners, L.P. has an ESG Relevance Score of
'4' for Group Structure as private-equity backed midstream entities
typically have less structural and financial disclosure
transparency than publicly traded issuers. The score of '4' for
Group Structure reflects the complex group structure amongst
ROCGAS, RGSCAN and the ultimate Sponsor, Brookfield Asset
Management, including material inter-family/related party
transactions with affiliate companies. This has a negative impact
on the credit profile, and is relevant to the rating in conjunction
with other factors.
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
S & H HARDWARE: Unsecureds to Recover 3% to 38% in Liquidating Plan
-------------------------------------------------------------------
S&H Hardware & Supply Co., Inc., filed a Chapter 11 Plan of
Liquidation and a Disclosure Statement.
The Debtor conducted a liquidation sale at its Huntingdon Valley
store and has vacated the store by Dec. 31, 2020. Initially, the
Debtor intended to propose a hybrid plan of liquidation and
reorganization based in part upon the continued operations of the
Castor Avenue Store. However, the Debtor's principals have
experienced serious health problems over the past several months
and have determined that an orderly liquidation of the CA Store is
the appropriate course of action and will be in the best interest
of the Debtor and its estate.
The Plan provides for the liquidation of the Debtor's inventory
pursuant to the HV Liquidation Sale and the proposed CA Liquidation
Sale.
The Plan contemplates the following distributions to Holders of
Allowed Claims:
* Allowed Non-Tax Priority Claims and Allowed Secured Claims are
Unimpaired and will be fully paid on or as soon as reasonably
practicable following the Effective Date.
* General Unsecured Claims totaling $806,730 will receive a
total of a range from 3.05% and 37.57% of the Allowed amount of
such Claims, Pro Rata, in Cash on or as soon as reasonably
practicable following the Effective Date.
* Insider Loan Claims will receive no distributions under the
Plan.
The Plan will be funded by cash on hand at the conclusion of the CA
Liquidation Sale. The Debtor's cash flow projections ranging from
realization of $750,000 through $1,200,000 through the CA
Liquidation Sale.
A full-text copy of the Disclosure Statement dated February 3,
2021, is available at https://bit.ly/3aJI9I3 from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Maureen P. Steady, Esquire
KURTZMAN | STEADY, LLC
401 S. 2nd Street, Suite 200
Philadelphia, PA 19147
Telephone: (215) 883-1600
E-mail: steady@kurtzmansteady.com
About S & H Hardware & Supply
S & H Hardware & Supply Co., Inc., which engages in the retail of
hardware, home furnishings and related goods, filed a Chapter 11
bankruptcy petition (Bankr. E.D. Pa. Case No. 20-11514) on March
10, 2020, disclosing under $1 million in both assets and
liabilities. Judge Eric L. Frank oversees the case. The Debtor is
represented by Maureen P. Steady, Esq., at Kurtzman Steady, LLC,
and Heier Weisbrot & Bernstein, LLC, as an accountant.
No official committee of unsecured creditors has been appointed in
the case.
SABLE PERMIAN: Liquidating Plan Declared Effective
--------------------------------------------------
Judge Marvin Isgur entered findings of fact, conclusions of law and
order approving the Disclosure Statement and confirming the Third
Amended Joint Plan of Reorganization and Liquidation of Sable
Permian Resources, LLC and its Affiliated Debtors on Jan. 29,
2021.
On Feb. 1, 2021, the effective date under the Plan occurred.
Requests for payment of administrative claims must be filed by
March 3, 2021. Rejection damage claims are due March 1, 2021.
On and after the Effective Date, Reorganized Sable Land shall be
permitted to conduct its business without supervision by the Court
and free of any restrictions under the Bankruptcy Code or the
Bankruptcy Rules, including for the avoidance of doubt any
restrictions on the use, acquisition, sale, lease, or disposal of
property under section 363 of the Bankruptcy Code.
Notwithstanding anything to the contrary herein or in the Plan, the
Debtors and Shell Trading (US) Company ("STUSCO") reserve all of
their rights relating to their dispute described in the Disclosure
Statement (Adversary Proceeding No. 20-03424), including STUSCO's
contract termination, if any, and the effects of any such
termination and the Debtors' designation of rejection of any STUSCO
contract under the Plan.
All Executory Contracts, including, but not limited to, all Master
Licensing Agreements and all supplements, amendments, schedules
(collectively, the "Seitel Agreements") between any of the Debtors,
on the one hand, and Seitel Data, Ltd., Seitel Offshore Corp.,
Seismic Enterprises Mexico, S. de R.L. de C.V. and other
affiliates, on the other hand, shall be and hereby are rejected
pursuant to section 365 of the Bankruptcy Code as of the Effective
Date.
Reorganized Sable Land will be required to pay or continue to pay
Apache Deepwater LLC under the Joint Operating Agreement between
Apache and Sable Land Company, LLC (which agreement is being
assumed and assigned to Reorganized Sable Land) in accordance with
amounts which are due or become due under such agreement through
the Effective Date of the Plan.
Counsel for the Debtors:
HUNTON ANDREWS KURTH LLP
Timothy A. ("Tad") Davidson II
Joseph P. Rovira
Ashley L. Harper
600 Travis Street, Suite 4200
Houston, Texas 77002
Telephone: (713) 220-4200
Facsimile: (713) 220-4285
- and -
LATHAM & WATKINS LLP
George A. Davis
885 Third Avenue
New York, NY 10022
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
- and -
Caroline A. Reckler
Jeramy D. Webb
Brett V. Newman
Jonathan C. Gordon
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Telephone: (312) 876-7700
Facsimile: (312) 993-9667
- and -
Jeffrey E. Bjork
Christina M. Craige
335 South Grand Avenue, Suite 100
Los Angeles, CA 90071
Telephone: (213) 485-1234
Facsimile: (213) 891-8763
About Sable Permian Resources
Sable Permian Resources, LLC, is an oil and natural gas company
focused on the acquisition, exploration, development, and
production of unconventional oil, natural gas, and natural gas
liquid reserves in the Permian Basin of West Texas.
Sable Permian Resources, LLC, and its affiliates sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Lead Case
No. 20-33193) on June 25, 2020. At the time of the filing, Sable
Permian Resources disclosed assets of between $1 billion and $10
billion and liabilities of the same range. Judge Marvin Isgur
oversees the cases.
The Debtors tapped Latham & Watkins, LLP and Hunton Andrews Kurth
LLP as legal counsel, Alvarez & Marsal North America LLC as
financial advisor, Evercore Group LLC as investment banker, and
M-III Advisory Partners, LP, as financial advisor. Mohsin Y.
Meghji of M-III Advisory Partners is Debtors' chief restructuring
officer. Hilco Valuation Services, LLC, Hilco Real Estate
Appraisal, LLC, and Hilco Fixed Asset Recovery, LLC, are tapped as
liquidation analysis and valuation experts and sage-popovich, inc.
as a valuation expert.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on July 17, 2020. The committee has tapped Paul Hastings
LLP and Mani Little & Wortmann, PLLC, as its legal counsel, Conway
MacKenzie LLC as financial advisor, and Miller Buckfire & Co. LLC
and Stifel, Nicolaus & Co. Inc. as investment banker.
* * *
At an in-court auction process to sell substantially all of the
assets of Sable Land and certain of its related debtors, the lender
syndicate submitted a credit bid and was subsequently chosen by the
Debtors as the highest and best offer for the Debtors' assets.
Bighorn Permian Resources, LLC, the successor to Sable Land,
emerges from bankruptcy as an independent E&P company located in
Irving, Texas. Bighorn focuses on the exploration and development
of assets in the Permian Basin.
SCHNELL SERVICES: Unsecured Creditors Will Get 10% in 3 Years
-------------------------------------------------------------
Schnell Services, LLC filed with the U.S. Bankruptcy Court for the
Eastern District of North Carolina, Fayetteville Division, a Plan
of Reorganization and a Disclosure Statement dated Feb. 2, 2021.
The Debtor is a North Carolina limited liability company owed
solely by Theodore Hsu. Mr. Hsu manages the daily operations of
the company. The Debtor suffered a significant loss of business
revenues in the year 2020, due in large part to the COVID-19
pandemic and the associated slowing of the economy. The Debtor's
business began to recover in the third quarter of 2020, but
significant equipment failures caused the Debtor to lose certain
contracts and to be slow in completing others. The cash-flow
crunch caused by the work delays was the final precipitator in the
Debtor seeking bankruptcy protection.
The Debtor has filed the present case in an attempt to eliminate
much of its unsecured debt and to restructure and reduce monthly
cash flow requirements so that it can pay restructured obligations
and continue operations while paying a reasonable dividend to
general unsecured creditors. The Debtor proposes to make the
payments on the secured and unsecured claims from its continuing
operations.
Class 3 consists of General Unsecured Class. The Debtor believes
that Allowed General Unsecured Claims total $350,540, which amount
includes bifurcated amounts of secured claims being crammed down in
this Plan. The Debtor proposes to satisfy this class by paying
each Allowed General Unsecured Claim 10% of its claim. The Debtor
will pay a total of $36,000 to Allowed General Unsecured Claims.
Said payments shall be made in equal quarterly installments of
$3,000 over three years.
Title to and ownership of all property of the estate will vest in
the Debtor upon confirmation of the Plan, subject to all valid
liens of Secured Creditors under the Confirmed Plan. Liens of
bifurcated Claims will be valid only to the extent of the Allowed
Secured Claims Amount of the Claim.
To the extent that Class 3 does not accept the Plan, Theodore Hsu
will offer $3,000.00 of new Value for the purchase of his equity
interests in the estate. In the event that any party desires to
offer an amount in excess of $3,000.00 for the purchase of said
equity interest, they must do so in writing to Debtor's counsel no
later than the court-established deadline for balloting on this
Plan. In the event there are no other parties willing to bid for
the equity interests by the balloting deadline, the amount offered
by Theodore Hsu shall be deemed the accepted bid for said equity
interest.
The Debtor expects to receive gross monthly receipts in the amount
of $35,628.00 from the continued operations of the tree and debris
removal service. From this amount, the Debtor expects to pay the
average monthly expenses. The Debtor expects to retain an average
of $11,648 per month from which it will pay creditors under the
terms of this Plan.
A full-text copy of the Disclosure Statement dated Feb. 2, 2021, is
available at https://bit.ly/3jA0RWM from PacerMonitor.com at no
charge.
Attorney for the Debtor:
Danny Bradford, Esq.
Bradford Law Offices
455 Swiftside Drive, Suite 106
Cary, NC 27518-7198
Telephone: (919) 758-8879
Email: Dbradford@bradford-law.com
About Schnell Services
Schnell Services, LLC, is a North Carolina LLC owned solely by
Theodore Hsu. The Company was formed in 2011 and has since
provided tree and debris removal services throughout the
Fayetteville, North Carolina and surrounding areas. Mr. Hsu
manages daily operations.
Schnell Services filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
20-03955) on Dec. 21, 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 Joseph N. Callaway oversees the case.
Danny Bradford, Esq., at Bradford Law Offices, is the Debtor's
legal counsel.
SOUTHERN CLEARING: Seeks to Hire National Auction as Appraiser
--------------------------------------------------------------
Southern Clearing & Grinding, Inc. seeks approval from the U.S.
Bankruptcy Court for the Middle District of Georgia to employ
National Auction Company, Inc. to appraise its equipment.
The firm will be paid based upon its normal and usual billing rates
and will be reimbursed for out-of-pocket expenses incurred.
George Richards, a partner at National Auction, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
George Richards
National Auction Company, Inc.
1900 SW 100 Avenue
Miramar, FL 33052
Tel: (561) 364-7004
About Southern Clearing & Grinding
Southern Clearing & Grinding, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No. 20-51567) on
Dec. 10, 2020. At the time of the filing, the Debtor disclosed
assets of between $1 million and $10 million and liabilities of the
same range.
Judge James P. Smith oversees the case. Paul Reece Marr, P.C. is
the Debtor's legal counsel.
STERIWEB MEDICAL: Case Summary & 11 Unsecured Creditors
-------------------------------------------------------
Debtor: SteriWeb Medical LLC
7318 Valjean Ave
Van Nuys, CA 91406
Case No.: 21-10223
Chapter 11 Petition Date: February 10, 2021
Court: United States Bankruptcy Court
Central District of California
Judge: Hon. Victoria S. Kaufman
Debtor's Counsel: James R. Felton, Esq.
G&B LAW, LLP
16000 Ventura Boulevard
Suite 1000
Encino, CA 91436
Tel: 818-382-6200
Total Assets: $440,897
Total Liabilities: $1,403,067
The petition was signed by Bertram P. Rosenthal, managing member.
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/FHTSAVI/SteriWeb_Medical_LLC__cacbke-21-10223__0001.0.pdf?mcid=tGE4TAMA
STUDIO MOVIE: Reaches Deal With Unsecured Creditors on Plan
-----------------------------------------------------------
Alex Wolf of Bloomberg Law reports that Studio Movie Grill Holdings
LLC reached an agreement with its unsecured creditors and lender
Goldman Sachs on payout and other terms of its bankruptcy case,
advancing the dine-in theater chain's bid to reorganize.
After the agreement, an official committee representing landlords,
vendors, and other unsecured creditors of Studio Movie Grill will
support a revised Chapter 11 restructuring plan, the parties said
during a telephonic hearing Tuesday, February 9, 2021, in the U.S.
Bankruptcy Court for the Northern District of Texas.
Under an amended plan, general unsecured creditors would be
entitled to a $1 million cash recovery.
The hearing has been continued to Feb. 11, 2021, at 9:30 a.m.,
prevailing Central Time, in the Courtroom of the Honorable Stacey
G.C. Jernigan, United States Bankruptcy Judge for the Northern
District of Texas, Earle Cabell Federal Building, U.S. Courthouse,
1100 Commerce Street, Room 1421, Courtroom #1, 14th Floor, Dallas,
Texas, or at such other location or virtually.
About Studio Movie Grill
Studio Movie Grill and its affiliates operate a chain of movie
theatres that include full-service dining during the show. Studio
Movie Grill is based in Dallas and runs 33 theater-restaurants.
Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Case No. 20-32633) on Oct. 23,
2020. Studio Movie Grill was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Stacey G. Jernigan is the case judge.
The Law Offices of Frank J. Wright, PLLC, is the Debtors' counsel.
TEA OLIVE: A&G Offers Stock + Field Distribution Center, 2 Stores
------------------------------------------------------------------
A&G Real Estate Partners is offering a distribution center and two
big-box stores slated to close as part of the Stock + Field
bankruptcy. The 57-year-old retailer is currently liquidating all
25 of its stores across the Midwest.
Located in Illinois, Michigan and Wisconsin, the three fee-owned
properties are available for sale or lease, noted Emilio Amendola,
Co-President of A&G, which was retained by the entities that own
the sites. "These high visibility commercial and industrial real
estate assets represent an excellent opportunity for both users and
investors," he said.
The 135,000-square-foot, cross-dock distribution center in Watseka,
Illinois, sits on 11.1 acres at 317 S. Old US Highway 24. Its
high-capacity design allowed the warehouse to serve Stock+Field's
entire portfolio of 25 big-box stores in five states, which makes
it of potential interest to investors aiming to capitalize on the
dramatic growth of the warehouse/fulfillment sector, noted Jamie
Cote, an A&G Senior Managing Director of Real Estate Sales.
"The building boasts 38 dock doors—14 for receiving and 24 for
shipping -- with one drive-in door and clear heights of 18 to 24
feet," Cote said. "It's also located right between I-74 and I-65,
with potential rail access to the Union Pacific."
Also available for sale or lease is the former Stock+Field big-box
store (with outlot) at 340 East Edgewood Blvd. in Lansing,
Michigan.
Located in a Target-anchored shopping center along a primary
commercial thoroughfare, the 137,454-square-foot building sits on a
10.6-acre site that includes an outlot for additional development.
"The building originally opened as a Sam's Club in 1989 but
underwent a renovation by Stock + Field just two years ago," noted
Mike Matlat, an A&G Senior Managing Director. "With eight dock
doors in all, the building is well-suited for occupation by
large-format retailers with omnichannel operations."
The Lansing property serves an overall market of 399,100 people
within a 15-mile radius of the site, including a primary market of
317,000 residents within 10 miles.
Lastly, A&G is offering for sale or lease the former Stock+Field
big-box store at 2935 New Pinery Road in Portage, Wisconsin. The
building totals 89,381 square feet and sits on 9.5 acres. "This
store, which dates to 1988, was also renovated in 2019," Matlat
noted. "It's on the north end of a primary retail node of Portage,
and benefits from its proximity to the intersection of U.S. Highway
51 and Interstate 39."
The Portage building serves 46,900 people within a 15-mile radius
of the site, including a primary market of 24,600 residents within
10 miles. "However, we believe the Portage trade area extends
beyond the 15-mile radius to points east, north and south," Matlat
added.
Founded in 1964 as BigR stores, Stock + Field filed for Chapter 11
bankruptcy protection on January 10, 2021 in the U.S. Bankruptcy
Court for the District of Minnesota.
For additional information on the properties, visit the home page
of www.agrep.com or contact Emilio Amendola, emilio@agrep.com or
Mike Matlat, mike@agrep.com. For information on the Illinois
distribution center, contact Jamie Cote. jcote@agrep.com, who is
based in the firm's Chicago office.
About A&G Real Estate Partners
A&G -- http://www.agrep.com/-- is a team of seasoned commercial
real estate professionals and subject matter experts that delivers
strategies designed to yield the highest possible value for
clients' real estate. Key areas of expertise include occupancy
cost reductions, lease terminations, dispositions, real estate
sales, real estate due diligence, valuations, acquisitions, and
facilitation of growth opportunities. Utilizing its marketing
knowledge, reputation and advanced technology, A&G has advised the
nation's most prominent retailers and corporations in both healthy
and distressed situations. The firm's team has achieved
rent-reduction and occupancy-cost savings approaching $8 billion on
behalf of clients in every real estate sector, while selling more
than $12 billion of non-core properties and leases. Founded in
2012, A&G is headquartered in Melville, N.Y.
About Tea Olive I, LLC
Tea Olive I, LLC -- https://www.stockandfield.com/ -- is a
Minnesota limited liability company formed in 2018 and
headquartered in Eagan, Minn. It is a farm, home and outdoor
retailer currently operating 25 stores across Illinois, Indiana,
Ohio, Wisconsin and Michigan. Tea Olive I conducts business under
the name Stock+Field.
Tea Olive I filed a Chapter 11 petition (Bankr. D. Minn. Case No.
21-30037) on Jan. 10, 2021. The Hon. William J. Fisher is the case
judge.
The Debtor estimated $50 million to $100 million in assets and
liabilities as of the bankruptcy filing. As of the petition date,
the Debtor had $29,724,104 in secured debt under a credit agreement
with Second Avenue Capital Partners, LLC, as the administrative
agent and collateral agent. The Debtor also has $26,500,000 in
trade debt. As of Jan. 8, 2021, the Debtor estimated it holds
consolidated inventory valued at $45,692,831. The Debtor also
estimated it holds $734,000 in accounts receivable and prepaid
assets.
The Debtor tapped Fredrikson & Byron, P.A. as its counsel and
Steeplechase Advisors LLC as its investment banker. Donlin, Recano
& Company, Inc. is the claims agent.
The U.S. Trustee for Region 12 has appointed an Official Committee
of Unsecured Creditors. Bassford Remele, P.A., is the Committee's
counsel.
TEA OLIVE: Clear Thinking's Michael Wesley Approved as CRO
----------------------------------------------------------
Clear Thinking Group, the award winning advisory firm, on Feb. 3,
2021, disclosed that the U.S. Bankruptcy Court for the District of
Minnesota has approved its retention by Stock+Field under Section
363 of the US Bankruptcy Code, and that Partner Michael Wesley will
serve as Chief Restructuring Officer during the Stock+Field chapter
11 process.
About Clear Thinking Group
Clear Thinking Group -- http://www.clearthinkinggroup.com-- is a
management consulting firm that helps companies to succeed, at any
stage of their life cycle, with clear direction and practical,
actionable solutions. Over the past 20 years, the firm has been
engaged by healthy companies to create value, and by troubled
companies to preserve value.
About Tea Olive I, LLC
Tea Olive I, LLC -- https://www.stockandfield.com/ -- is a
Minnesota limited liability company formed in 2018 and
headquartered in Eagan, Minn. It is a farm, home and outdoor
retailer currently operating 25 stores across Illinois, Indiana,
Ohio, Wisconsin and Michigan. Tea Olive I conducts business under
the name Stock+Field.
Tea Olive I filed a Chapter 11 petition (Bankr. D. Minn. Case No.
21-30037) on Jan. 10, 2021. The Hon. William J. Fisher is the case
judge.
The Debtor estimated $50 million to $100 million in assets and
liabilities as of the bankruptcy filing. As of the petition date,
the Debtor had $29,724,104 in secured debt under a credit agreement
with Second Avenue Capital Partners, LLC, as the administrative
agent and collateral agent. The Debtor also has $26,500,000 in
trade debt. As of Jan. 8, 2021, the Debtor estimated it holds
consolidated inventory valued at $45,692,831. The Debtor also
estimated it holds $734,000 in accounts receivable and prepaid
assets.
The Debtor tapped Fredrikson & Byron, P.A. as its counsel and
Steeplechase Advisors LLC as its investment banker. Donlin, Recano
& Company, Inc. is the claims agent.
The U.S. Trustee for Region 12 has appointed an Official Committee
of Unsecured Creditors. Bassford Remele, P.A., is the Committee's
counsel.
TERRAFORM POWER: Fitch Affirms 'BB-' IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed TerraForm Power Operating LLC's (TERPO)
Issuer Default Rating (IDR) at 'BB-' with a Stable Rating Outlook.
The rating affirmation considers TERPO's relatively stable
long-term contracted and regulated cash flows from a diversified
portfolio of renewable projects.
TERPO's publicly-traded parent Terraform Power, Inc. (TERP) was
taken private by Brookfield Renewable Partners and affiliates in
July 2020. Fitch believes the transaction is largely positive as it
reduces administrative costs, removes the pressure of meeting
public distribution targets and provides enhanced operational
efficiencies as part of a larger renewable platform. However,
private ownership can lead to less transparency on financial and
operational data.
Expected benefits from privatization partially offset the weak
performance at the project level. TERPO's generation assets
continue to perform below expectations due to resource and
availability issues which remains a key risk.
Fitch expects the company's growth trajectory to moderate in the
future. TERPO's rating and Outlook incorporate Fitch's expectation
that TERPO will implement its operating plans and capital recycling
initiatives in a credit-supportive manner. Fitch expects holding
company (HoldCo)-only FFO leverage to hover around 6x over the next
two years. Fitch calculates TERPO's credit metrics on a
deconsolidated basis as its operating assets are largely financed
with nonrecourse project debt.
KEY RATING DRIVERS
Contracted and Regulated Portfolio: TERPO owns and operates 4.2GW
of diversified wind and solar assets located primarily in the U.S.
and Spain. Approximately 59% of cash flows are long-term contracted
with over 90% investment-grade off-takers, and 35% is regulated
under a fixed return-on-investment regime in Spain. TERPO's
long-term contracts have a 12-year average remaining life, shorter
than peers.
Privatization Largely Credit Supportive: TERP was taken private by
Brookfield Renewable Partners and Brookfield affiliates in July
2020. TerraForm Power NY Holdings, Inc. (TERP NY) is the successor
of TERP. The transaction removed administrative costs associated
with a publicly listed company, approximately $4 million per year,
and TERP NY will no longer pay management fees to Brookfield of
approximately $27 million in 2019.
This arrangement also eliminates the need to meet the 5%-8%
dividend growth target and 80%-85% dividend payout ratio and allows
management to focus on organic growth and improving project
performance in the future. However, private ownership usually will
lead to less transparency on financial and operational data, a
credit concern. The sponsor credit line provided by Brookfield
Asset Management Inc. (A-/Stable) is terminated.
Organic and Low Growth: The privatization transaction has not led
to meaningful change in TERPO's capital structure at this time.
However, Fitch expects TERPO to shift toward an organic and low
growth model from more aggressive growth through acquisitions.
TERPO acquired Saeta Yield in 2018 and Alta Gas' distributed
generation (DG) assets in 2019. Future growth will come from
redevelopments (including repowering), expansions and improving
asset availability. TERPO signed several contracts related to the
repowering of the 160MW Cohocton and Steel Winds facilities in New
York.
Fitch also expects TERPO to continue to evaluate accretive capital
recycling activities. TERP closed on the sale of a 49.9% minority
stake in an 836MW North American wind portfolio for net proceeds of
approximately $250 million in October 2020. Proceeds from the sale
were used to repay the revolver and finance the equity component of
the NY Wind repower development costs.
Weak Asset Performance: TERPO's generation assets continue to
perform below expectations due to resource and availability issues.
TERPO experienced lower resource in the North America wind and
solar segments and in Spain wind in 2020. Inverter issues on the
Mt. Signal solar project led to lower availability, which Fitch
understands will be resolved in early 2021. Merchant prices in
Spain and Texas were weak in 2020.
In Spain, power prices are depressed due to lower demand and
oversupply of renewable generation. Market revenue is estimated to
comprise 25% of TERPO's regulated revenue in Spain and 8% of
consolidated revenues. The return on investment adjustment
partially mitigates the effects of low market prices.
However, the adjustment only takes place every three years. The
next reset is expected to take place in December 2022. When
wholesale market prices are outside a price band around the market
price projected by the regulator during the preceding three years,
the difference in revenues assuming average generation accumulates
in a tracking account. The return on investment is then increased
or decreased in order to amortize the balance of the tracking
account over the regulatory life of the assets.
Service Contracts Mitigate Availability Issues: TERPO expects the
wind operations and maintenance (O&M) to achieve approximately $20
million in run-rate savings following the implementation of the
Full-Service Agreement (FSA) with General Electric Company (GE;
BBB/Stable) on the North American wind fleet, except for one
project.
TERPO has also executed Long-Term Service Agreements (LTSA) for
European wind, which could achieve $4 million savings annually.
TERPO signed a LTSA for its North America solar fleet, except for
Arcadia, which could achieve $5 million savings. LTSA for Arcadia
is currently under way.
Weak Credit Metrics: TERPO's 2019 HoldCo-only FFO leverage ratio
exceeded the downgrade guideline ratio of 6.5x and Fitch expects
the ratio in 2020 to continue to hover around 6.5x. Fitch expects
TERPO's credit metrics to improve to a level that is more
consistent with the 'BB-' rating. In the next two years, Fitch
projects that HoldCo-only FFO leverage will average approximately
6x, considering savings from the privatization transaction, service
contracts and moderate improvement of asset performance.
DERIVATION SUMMARY
TERPO's ratings are assigned based on a deconsolidated approach.
TERPO's subsidiaries are project subsidiaries that have been
largely funded by nonrecourse debt. Fitch applies a similar
approach to NextEra Energy Partners LP (NEP; BB+/Stable) and
Atlantica Sustainable Infrastructure plc (AY; BB/Stable), both of
which own and operate portfolios of nonrecourse projects.
TERPO is similar in terms of generation capacity to NEP but is
larger than AY. TERPO's long-term contracted fleet has a remaining
contract life of 12 years, lower than NEP's 15 years and AY's 17
years. NEP and AY are publicly-traded yieldcos and are targeting
12%-15% and 8%-10% distribution growth, respectively. TERPO has
been taken private and is no longer subject to public growth
targets.
AY's renewable portfolio benefits from a large proportion of solar
generation assets (63%) that exhibit less resource variability,
versus NEP's 14% and TERPO's 43%. Fitch considers NEP better
positioned than TERPO owing to NEP's primary presence in the U.S.,
stronger credit metrics and its association with NextEra Energy
Inc. (A-/Stable). Similar to AY, TERPO is exposed to the Spanish
regulatory framework. TERPO's credit metrics are weaker than those
of AY but ownership by Brookfield is more favorable providing
stability and expertise in executing business strategies.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Wind O&M to achieve about $20 million in run-rate savings
following the implementation of the FSA with GE that wraps O&M
and major maintenance and guarantees production on a MWh
basis;
-- NY Wind repowering to be financed with retained cash flow;
-- Moderate revenue growth assumed in 2021.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- HoldCo-only FFO leverage below 5.0x on a sustainable basis;
-- A track record of a conservative and consistent approach in
executing the business plan and managing growth from a credit
perspective.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- HoldCo-only FFO leverage above 6.5x on a sustainable basis;
-- Underperformance in project assets that lends material
variability or shortfall to expected project distributions on
a sustained basis and without a clear path to recovery;
-- Growth strategy underpinned by aggressive acquisitions and/or
addition of assets in the portfolio that bear material
volumetric, commodity, counterparty or interest rate risks;
-- Lack of access to funding that may lead TERPO to deviate from
its target capital structure.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
Environmental, Social and Corporate Governance (ESG) Credit
Relevance is a Score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
US REAL ESTATE: Trustee Hires Agora Realty as Real Estate Broker
----------------------------------------------------------------
Eric Johnson, the trustee appointed in the Chapter 11 cases of US
Real Estate Equity Builder, LLC and US Real Estate Equity Builder
Dayton, LLC, seeks approval from the U.S. Bankruptcy Court for the
District of Kansas to employ Agora Realty Group as his real estate
broker.
The firm will market and sell the Debtor's real properties located
at 1680 Chartwell Drive, Dayton, Ohio, and 1653 Hearthstone Drive,
Dayton, Ohio.
The firm will be paid a commission of 1.5 percent of the purchase
price for the Chartwell Drive property, and 3 percent of the
purchase price for the Hearthstone Drive property.
Craig Kellogg, a partner at Agora Realty 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.
The firm can be reached at:
Craig Kellogg
Agora Realty Group
1436 Yankee Park Place, Suite A
Centerville, OH 45458
Tel: (937) 520-9200
Cell: 937.901.8500
Email: kellogg1969@me.com
About US Real Estate Equity Builder
US Real Estate Equity Builder LLC is primarily engaged in renting
and leasing real estate properties.
US Real Estate Equity Builder and its affiliate, US Real Estate
Equity Builder Dayton, LLC, filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case
No. 20-21358) on Oct. 2, 2020. Judge Robert D. Berger oversees the
cases.
At the time of the filing, US Real Estate Equity Builder disclosed
$5,281,000 in assets and $13,985,020 in liabilities. US Real Estate
Equity Builder Dayton disclosed between $1 million and $10 million
in both assets and liabilities.
George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors'
legal counsel.
The Office of the U.S. Trustee appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Sader Law Firm.
Eric L. Johnson, the court-appointed Chapter 11 trustee, is
represented by Spencer Fane LLP.
US REAL ESTATE: Trustee Hires Berkeley Research as Accountant
-------------------------------------------------------------
Eric Johnson, the trustee appointed in the Chapter 11 cases of US
Real Estate Equity Builder, LLC and US Real Estate Equity Builder
Dayton, LLC, seeks approval from the U.S. Bankruptcy Court for the
District of Kansas to employ Berkeley Research Group LLC as his
accountant.
The firm will advise the trustee on tax matters, assist with the
preparation or review of required tax documents for the bankruptcy
estate, engage in any required forensic accounting, and otherwise
assist him in the discharge of his duties.
Berkeley will be paid at these rates:
Vernon Calder, Managing Director $480 per hour
Leif Larsen, Associate Director $400 per hour
Victoria Calder, Para-professional $100 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Vernon Calder, managing director at Berkeley, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Vernon Calder
Berkeley Research Group LLC
201 South Main, Suite 450
Salt Lake City, UT 84111
Tel: (385) 212-3237
Email: vcalder@thinkbrg.com
About US Real Estate Equity Builder
US Real Estate Equity Builder LLC is primarily engaged in renting
and leasing real estate properties.
US Real Estate Equity Builder and its affiliate, US Real Estate
Equity Builder Dayton, LLC, filed voluntary petitions for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan. Lead Case
No. 20-21358) on Oct. 2, 2020. Judge Robert D. Berger oversees the
cases.
At the time of the filing, US Real Estate Equity Builder disclosed
$5,281,000 in assets and $13,985,020 in liabilities. US Real Estate
Equity Builder Dayton disclosed between $1 million and $10 million
in both assets and liabilities.
George J. Thomas, Esq., at Phillips & Thomas LLC, is the Debtors'
legal counsel.
The Office of the U.S. Trustee appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases.
The committee is represented by Sader Law Firm.
Eric L. Johnson, the court-appointed Chapter 11 trustee, is
represented by Spencer Fane LLP.
US STEEL: Fitch Ups Unsec. Notes to CCC+, Alters Outlook to Stable
------------------------------------------------------------------
Fitch Ratings has upgraded the senior unsecured notes of United
States Steel Corporation (U. S. Steel) to 'CCC+'/'RR5' from
'CCC'/'RR6'. The upgrade of the unsecured notes is due to the
issuance of $500 million of unsecured notes with proceeds used to
redeem secured notes in addition to an equity offering of
approximately $700 million with proceeds to be used to redeem 35%
of the secured notes due 2025 and for general corporate purposes,
which may include the repayment of indebtedness. The permanent
reduction of secured notes leads to an improved recovery for the
unsecured notes.
Fitch has also affirmed U. S. Steel's Long-Term Issuer Default
Rating (IDR) at 'B-', ABL credit facility at 'BB-'/'RR1', and
secured notes at 'BB-'/'RR1'.
Fitch has also revised U. S. Steel's Rating Outlook to Stable from
Negative. The Stable Outlook reflects improving domestic steel
market conditions including the faster-than-initially-anticipated
automotive recovery in addition to U. S. Steel's comfortable
liquidity position bolstered by its recent approximately $700
million equity offering. The Stable Outlook also reflects U. S.
Steel's acquisition of the remaining interest in Big River Steel
for $774 million with cash on hand which is expected to lower the
company's overall cost position. Fitch expects U. S. Steel's
financial leverage to remain elevated in the near to medium term,
but views this as partially offset by its significant liquidity
position.
The ratings reflect key steel end markets, particularly automotive
and energy were materially weaker in 2020 resulting in a
significant reduction in earnings and expectations for total
debt/EBITDA to be elevated in the near to medium term. The ratings
also reflect the uncertainty associated with the coronavirus global
pandemic's longer-term impact on the economy.
KEY RATING DRIVERS
Solid Liquidity: As of Sept. 30, 2020, U. S. Steel had cash and
cash equivalents of roughly $1.7 billion, $1.006 billion available
under its ABL credit facility and $162 million under its USSK
credit facilities. In 1Q21, U. S. Steel announced an equity
offering for proceeds of approximately $700 million, further
bolstering its solid liquidity position. The company intends to use
proceeds to redeem 35% of its secured notes due 2025.
Faster Than Anticipated Auto Recovery: Approximately 30% of North
American shipments in 2019 were to automotive, transportation and
energy markets. Additionally, roughly 20% of USSE shipments were to
automotive and transportation markets. These markets represent some
of the most negatively affected markets by the coronavirus in 2020.
Weaker market conditions to led to significantly lower EBITDA in
2020. The timing and magnitude of recovery in automotive demand has
been faster than initially anticipated leading to improved steel
market fundamentals.
Elevated Leverage: Total debt/EBITDA elevated significantly in 2020
driven primarily by increased borrowings and reduced earnings
driven by the coronavirus' impact on the economy. Fitch expects
leverage to improve beginning in 2021 as the economy rebounds
although expects total debt/EBITDA to remain elevated in the near
to medium term. Fitch views the company's decision to add debt in
2020 as partially offset by improved liquidity in the currently
uncertain economic environment.
Project Spending Deferral: Weak market conditions in Europe led to
the announcement in Q4 2019 to delay Dynamo line spending. U. S.
Steel also plans to delay construction of its endless casting and
rolling line and cogeneration facility at its Mon Valley Works but
continues to purchase equipment for the project. Fitch views the
decision to prioritize cash and liquidity as prudent in the
currently volatile market environment. However, postponed projects
were focused on improving the company's cost and capability and
therefore previously expected benefits from these investments are
now also delayed.
Asset Monetization: U. S. Steel granted Stelco Inc. a $100 million
option to acquire a 25% interest in its Minntac iron ore mining
operations for an aggregate purchase price of $600 million. Under
the agreement, Stelco paid $100 million to U. S. Steel in 2020.
Stelco will then have the ability to exercise its option any time
before Jan. 31, 2027 to acquire a 25% interest for an additional
$500 million. The transaction provides the potential to further
improve liquidity and fits the company's reduced footprint
following its indefinite idling of Great Lakes Works. In addition,
U. S. Steel sold its Keystone Industrial Port Complex, a non-core
real estate asset, for $160 million.
Negative FCF Expectations: Fitch expects domestic and European
steel markets to be significantly weaker in 2020 compared with 2019
driven by demand erosion in key steel end markets due to the
coronavirus. Despite decisions to delay capital spending on
strategic projects, Fitch expects cash burn of approximately $600
million annually on average through the ratings horizon.
DERIVATION SUMMARY
U. S. Steel is larger in terms of annual shipments compared with
EAF steel producer Commercial Metals Company (BB+/Stable) and
smaller and less diversified than majority EAF producer Gerdau S.A.
(BBB-/Stable) and global diversified steel producer ArcelorMittal
S.A. (BB+/Negative). U. S. Steel has higher product and end-market
diversification compared with CMC, although CMC has favorable
leverage metrics and its profitability is less volatile resulting
in more stable margins and leverage metrics through the cycle. U.
S. Steel is larger in terms of total shipments, although is less
profitable and has weaker credit metrics compared with EAF producer
Steel Dynamics (BBB/Stable). U. S. Steel is also smaller and has
weaker credit metrics compared with domestic EAF producer Nucor.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Flat-rolled steel prices decline significantly and bottom in
2020 before improving with a rebound in the economy;
-- Great Lakes Works remains idle through the ratings horizon;
-- Flat-rolled shipments modestly in 2021 and improve before
approaching roughly 10.5 million tons per year thereafter;
-- USSK Dynamo line project spending is delayed beyond the
ratings horizon and only modest spending on the endless
casting and rolling investment at Mon Valley Works.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes U. S. Steel would be reorganized as a
going concern in a bankruptcy rather than liquidated.
Assumptions for the Going Concern (GC) Approach: Fitch has assumed
a bankruptcy scenario exit GC EBITDA of $650 million. The GC EBITDA
estimate is reflective of a mid-cycle sustainable EBITDA level upon
which the agency bases the enterprise valuation. The $650 million
GC EBITDA estimate compares with 2018 operating EBITDA of
approximately $1.5 billion and 2016 operating EBITDA of
approximately $400 million, which represent domestic steel market
high and low points, respectively. The GC EBITDA estimate is
weighted toward the lower end of the mid-point to reflect the
volatility of prices and the cyclical end market demand in addition
to Fitch's view that the company could potentially exit a
hypothetical bankruptcy scenario with a smaller operational
footprint.
Fitch generally applies EBITDA multiples that range from 4.0x-6.0x
for metals and mining issuers given the cyclical nature of
commodity prices. Fitch applied a 5.0x multiple to the GC EBITDA
estimate to calculate a post-reorganization enterprise value of
$2.925 billion after an assumed 10% administrative claim. Fitch
assumed the ABL credit facility is 80% drawn in the recovery
analysis.
The allocation of value in the liability waterfall results in a
Recovery Rating of 'RR1' for the first lien secured ABL credit
facility and first lien secured notes resulting in a 'BB-' rating
and a Recovery Rating of 'RR5' for the senior unsecured level
resulting in a 'CCC+' rating.
The upgrade of the unsecured notes is due to the issuance of $500
million of new unsecured notes for which proceeds will be used to
redeem secured notes in addition to an equity raise of roughly $700
million, for which proceeds will be used to redeem 35% of the
secured notes 2025. The permanent reduction in secured debt leads
to an improved recovery for the unsecured notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Total debt/EBITDA sustained below 5.0x;
-- EBITDA margins sustained above 6%.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt/EBITDA sustained above 7.5x;
-- FFO fixed-charge coverage ratio sustained below 2.0x;
-- A material weakening of domestic steel market conditions
leading to significantly larger than expected negative FCF.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Solid Liquidity: As of Sept. 30, 2020, U. S. Steel has cash and
cash equivalents of roughly $1.7 billion and $1.006 billion
available under its $2.0 billion ABL credit facility. U. S. Steel
also had $162 million available under its USSK credit facilities.
The company has no near-term maturities. U. S. Steel must maintain
a fixed-charge coverage ratio of at least 1.0x when availability
under the ABL credit facility is less than the greater of a) 10% of
aggregate commitments and b) $200 million.
ESG Considerations
The highest level of ESG credit relevance, if present, is a score
of 3. This means ESG issues are credit-neutral or have only a
minimal credit impact on the entity(ies), either due to their
nature or to the way in which they are being managed by the
entity(ies).
VITALITY HEALTH: Seeks Court Approval to Hire Crowell & Moring
--------------------------------------------------------------
Vitality Health Plan of California, Inc. filed a motion seeking
approval from the U.S. Bankruptcy Court for the Central District of
California to employ Crowell & Moring, LLP.
In its motion, the Debtor asked the court to issue an order
confirming that it may employ and compensate Crowell as an
"ordinary course professional" or, in the alternative, authorize
the Debtor to employ the firm as special counsel pursuant to
Section 327(e) of the Bankruptcy Code.
The Debtor requires the firm's legal assistance in healthcare
compliance matters, including its Medicare Advantage HMO plan.
Gary Baldwin, Esq., is the only lawyer at the firm who is
anticipated to provide the services. His hourly rate is $711.
Crowell will also be reimbursed for out-of-pocket expenses
incurred.
Mr. Baldwin 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.
Crowell & Moring can be reached at:
Gary Baldwin, Esq.
Crowell & Moring, LLP
3 Embarcadero Center, 26th Floor
San Francisco, CA 94111
Tel: (415) 365-7850
Email: gbaldwin@crowell.com
About Vitality Health Plan of California
Vitality Health Plan of California, Inc. is a health insurance
company in Cerritos, Calif. Visit https://www.vitalityhp.net for
more information.
Vitality Health Plan of California sought Chapter 11 protection
(Bankr. C.D. Cal. Case No. 20-21041) on Dec. 18, 2020. In the
petition signed by CEO Brian Barry, the Debtor was estimated to
have assets of $1 million to $10 million and liabilities of $10
million to $50 million.
Judge Julia W. Brand oversees the case.
Winthrop Golubow Hollander, LLP, led by Garrick A. Hollander, Esq.,
is the Debtor's legal counsel. Stretto is the claims and noticing
agent.
VIZIV TECHNOLOGIES: Plan Exclusivity Period Extended to March 11
----------------------------------------------------------------
Judge Stacey G.C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas, Dallas Division, extended Viziv
Technologies, LLC's exclusivity period to file a plan to March 11,
2021.
Viziv Technologies' exclusivity solicitation period during which
only the Debtor may confirm a plan was also extended to May 10,
2021.
Judge Jernigan found that the extensions were in the best interests
of the Debtor's estate, their creditors and other parties in
interest.
Viziv Technologies, LLC is represented by:
Arnaldo N. Cavazos, Jr., Esq.
Christopher J. Volkmer, Esq.
CAVAZOS HENDRICKS POIROT, P.C.
Suite 570, Founders Square
900 Jackson Street
Dallas, TX 75202
Telephone: 214-573-7322
Email: acavazos@chfirm.com
cvolkmer@chfirm.com
About Viziv Technologies
Viziv Technologies, LLC is an electronics company that specialized
in the field of electromagnetic surface waves.
On Oct. 7, 2020, creditors Surface Energy Partners LP, Kendol C.
Everroad and Jamison Partners, LP filed an involuntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas
Case No. 20-32554) against Viziv Technologies. On Oct. 12, an
Order for Relief was entered by the Court granting the involuntary
petition for relief under Chapter 11 of the Bankruptcy Code. The
Debtor remains in possession of its assets and continues to operate
and manage its businesses as debtor-in-possession pursuant to
Bankruptcy Code sections 1107 and 1108.
Judge Stacey G. Jernigan oversees the case.
The petitioning creditors are represented by Kenneth Stohner Jr.,
Esq., at Jackson Walker, LLP.
Cavazos Hendricks Poirot, PC is the Debtor's bankruptcy counsel.
The Debtor tapped Allred & Wilcox, PLLC, The Beckham Group and King
& Fisher Law Group, PLLC as special counsel.
WARDMAN HOTEL: Says Change in Case Venue Will Confuse Buyers
------------------------------------------------------------
Law360 reports that a luxury Washington, D.C. hotel, Wardman Hotel,
told a Delaware bankruptcy judge Tuesday, Feb. 9, 2021, that
granting a request to move its Chapter 11 case to its home city
would serve no purpose except to confuse potential buyers for its
property.
At a virtual hearing, Wardman Hotel Owner LLC asked U.S. Bankruptcy
Judge John Dorsey to deny Marriott Hotel Services' motion to change
venue, saying that the move is not legally necessary and that it
chose to file the case in Delaware because potential foreign buyers
are familiar and comfortable with the court.
About Wardman Hotel Owner LLC
Wardman Hotel Owner, L.L.C., owns Marriott Wardman Park Hotel, a
convention hotel located at 2600 Woodley Road NW, in the Woodley
Park neighborhood of Washington, D.C.
Wardman Hotel Owner, L.L.C., filed a Chapter 11 bankruptcy petition
(Bankr. D. Del. Case No. 21-10023) on Jan. 11, 2021. In the
petition signed by James D. Decker, manager, the Debtor estimated
$100 million to $500 million in assets and liabilities. The Hon.
John T. Dorsey is the case judge. PACHULSKI STANG ZIEHL & JONES
LLP, led by Laura Davis Jones, is the Debtor's counsel.
WC CUSTER CREEK: Unsecureds to be Paid in Full From Sale/Refinance
------------------------------------------------------------------
WC Custer Creek Center Property LLC filed with the U.S. Bankruptcy
Court for the Western District of Texas, Austin Division, a
Disclosure Statement for Plan of Reorganization dated Jan. 31,
2021.
The Debtor owns a 78,705 square feet parcel of real property
improved by an income-producing shopping center in Plano, Texas
(the "Property"). The Debtor scheduled the secured claim of Spring
Custer, LLC, at $6,270,912. In addition, the Debtor is liable for
2019 and 2020 real property taxes on the Property in the alleged
total amount of $274,150. The Property is further encumbered by a
judgment lien in favor of Integrity Porter & Services, LLC in the
alleged amount of $12,265. The Debtor values the Property at
$13,000,000, therefore, the Debtor enjoys an equity cushion in
excess of $6.4 million over all alleged Secured Claims. As a
result, the Debtor has substantial equity in the Property.
Allowed Secured Claim of Spring Custer, LLC, will be paid at the
election of the Debtor either over the time period specified in the
Plan or from cash from proceeds of refinancing or sale.
Allowed Secured Claims of Collin County Tax Collector, Plano
Independent School District, and Integrity Porter & Services, LLC
shall be paid in full over 60 months, with 5% interest.
Class 5 consists of Allowed Unsecured Claims in the amount of
$308,429. Each holder of an Allowed Unsecured Claim shall be paid
in full from the refinancing or sale of all or a portion of the
Property, except that any Allowed Unsecured Claim for recovery of a
security deposit, if accruing after the date of the Refinancing or
sale of the Property shall be paid pursuant to the applicable lease
agreement. Interest will begin to accrue as of the Effective Date
and will paid at the rate of 2% per annum.
Each holder of an Insider Claim shall be paid in full after Class 1
to 5 Claims are paid in full.
Each holder of an Equity Interest shall retain such interests but
shall not receive any distribution on account of such interests
until Class 1-6 Claims are paid in full.
All Cash necessary for the Reorganized Debtor to make payments
pursuant to the Plan shall be obtained from rental receipts,
proceeds of refinance, proceeds of a sale, or from Bankruptcy
Court-approved financing, including from an affiliate of the
Debtor.
A full-text copy of the Disclosure Statement dated Jan. 31, 2021,
is available at https://bit.ly/3a3MpD4 from PacerMonitor.com at no
charge.
Counsel for the Debtor:
FISHMAN JACKSON RONQUILLO PLLC
Mark H. Ralston
State Bar No. 16489460
Fishman Jackson Ronquillo PLLC
Three Galleria Tower
13155 Noel Road, Suite 700
Dallas, TX 75240
Telephone: (972) 419-5544
Facsimile: (972) 4419-5500
E-mail: mralston@fjrpllc.com
About WC Custer Creek Center Property LLC
Austin, Texas-based WC Custer Creek Center Property, LLC filed a
Chapter 11 petition (Bankr. W.D. Tex. Case No. 20-11202) on Nov. 2,
2020. Natin Paul, manager, signed the petition. In its petition,
the Debtor estimated $10 million to $50 million in assets and $1
million to $10 million in liabilities.
Judge Tony M. Davis oversees the case.
Fishman Jackson Ronquillo, PLLC and Columbia Consulting Group, PLLC
serve as the Debtor's bankruptcy counsel and financial advisor,
respectively.
WERNER FINCO: S&P Alters Outlook to Stable, Affirms 'B-' ICR
------------------------------------------------------------
S&P Global Ratings revised its outlook on Itasca, Ill.-based Werner
FinCo L.P. to stable from negative and affirmed its 'B-' issuer
credit rating.
S&P said, "At the same time, we are affirming our 'B-' issue-level
rating on Werner's senior secured term loan and our 'CCC'
issue-level rating on its senior unsecured notes. Our '3' recovery
rating on the term loan and '6' recovery rating on the unsecured
notes remain unchanged.
"The stable outlook on Werner reflects our view that its adjusted
leverage will remain in the 7x-8x range over the next 12 months
supported by improved end-market demand, which will likely be
somewhat offset by cost inflation due to rising prices for its raw
materials and freight.
"Werner's earnings have stabilized due to improved end-market
demand such that we expect its leverage to remain in the 7x-8x
range over the next 12 months, which compares with our previous
expectation for elevated leverage of more than 8x.
"We expect the company to improve its earnings in 2021 such that
S&P adjusted leverage remains in the 7x-8x range. We forecast
Werner will end 2020 with adjusted leverage of 7x-8x and believe it
will sustain its leverage in this range in 2021. During the initial
months of the pandemic, the company's earnings faced some pressure,
though its conditions have since improved over the last two
quarters. Although we expect Werner's revenue to be down 5%-10% in
2020, we forecast it will increase its revenue by the low- to
mid-single digit percent range in 2021. We expect this rebound to
be supported by resilient demand in the company's residential and
nonresidential construction markets as well as an increase in
repair and remodeling (R&R) spending." Werner derives approximately
70% of its sales from North America, where the demand for new homes
and home improvements--as well as the elevated need for warehouses,
distribution centers, and health care facilities--is supporting an
increase in construction and R&R spending. The company derives the
remaining 30% of its sales from Europe and Asia, where the demand
for its products has remained relatively stable.
Raw material cost inflation may pressure Werner's margins. Cost
inflation, including for aluminum, steel, fiberglass, labor, and
freight, could pressure the company's earnings over the next few
quarters given the recent increases in the prices for these key
inputs. S&P believes the sustainability of Werner's earnings in
2021 will depend on its ability to pass through these rising costs
to its customers. The company does have commodity hedges in place
that help offset price swings, as well as a pricing index built
into its major contracts. However, if there is a sudden and large
change in its raw material costs, Werner may experience earnings
volatility given the lag inherent in the price implementations in
its contracts. The company continues to invest and look for new
efficiencies in its business to improve its profitability. It has
also switched to a lighter, more-streamlined distribution model
relying on a limited number of large regional centers, which
compares with its prior strategy of operating multiple warehouses
spread across a greater number of locations. Werner also continues
to invest in new equipment and automation at its plants, which may
yield significant cost savings over time. This has helped it
maintain its high-single to low-double-digit percent EBITDA margins
despite the decline in its sales in 2020. Werner is privately owned
and does not publicly disclose its EBITDA margins.
S&P's ratings also incorporate Werner's narrow--but
expanding--product offerings primarily focused on ladders, safety
equipment, and truck storage boxes. The company has a high
customer concentration with big-box retailers Home Depot Inc. and
Lowe's Cos. Inc. in the U.S. The loss of either of these major
customers, or even some of their business, would have a material
effect on Werner's overall revenue and profitability. That said,
the company's ladders account for a majority of the ladder sales at
Home Depot and Lowe's, which indicates some mutual dependency and
alleviates some of the risk related to its concentration. Both
retailers' sales have remained robust throughout the pandemic.
Werner maintains a leading market position globally in ladder and
access equipment sales with users in multiple end markets. This has
helped it maintain somewhat lower sales cyclicality relative to its
peers.
S&P said, "Werner's ownership by private-equity firm
Triton-Partners remains a limiting factor on our rating. We
generally view companies owned by financial sponsors as having more
aggressive financial policies given the risk of large cash
distributions, increased debt, or leveraged buyouts. Although
Triton has not funded any debt-financed dividends since its
acquired Werner in July 2017, we cannot rule out the possibility
that it may choose to do so at a future date. Additionally, the
company funded its 2019 acquisition of Daws Better Built with debt
via a shareholder loan from Triton. However, the loan has since
been converted into equity and we do not expect Werner to pursue
any new material debt-financed acquisitions or dividends over the
next 12 months.
"The stable outlook on Werner reflects our view that its S&P Global
Ratings-adjusted leverage will remain in the 7x-8x range over the
next 12 months supported by improved end-market demand, which will
likely be somewhat offset by cost inflation due to the rising
prices for its raw materials and freight."
S&P could lower its rating on Werner over the next 12 months if:
-- Lower-than-expected earnings or margins cause its EBITDA
interest coverage to approach 1x; or
-- S&P believes its liquidity and cash flow have weakened such
that it is unable to meet its financial obligations or maintain its
operations.
Though unlikely, S&P may take a positive rating action on Werner
over the next 12 months if:
-- Its earnings and cash flows improve materially, reducing its
leverage to the 5x-6x range; and
-- It sustains EBITDA interest coverage of more than 2x.
WILDFIRE INC: Seeks to Hire Portillo Ronk as Bankruptcy Counsel
---------------------------------------------------------------
Wildfire Inc. seeks approval from the U.S. Bankruptcy Court for the
Central District of California to hire Portillo Ronk Legal Team as
its bankruptcy counsel.
The firm's services will include:
(a) advising the Debtor regarding its rights, duties, powers,
and responsibilities;
(b) advising the Debtor with respect to the rights and
remedies of its bankruptcy estate and the rights, claims, and
interests of all parties in interest;
(c) representing the Debtor in all hearings and proceedings in
the bankruptcy court involving its estate and in all related
meetings and negotiations with representatives of the creditors and
other parties in interest;
(d) taking all necessary action to protect and preserve the
Debtor's estate, including participating in litigation commenced by
or against the Debtor and litigating objections to claims filed
against the estate.
(e) taking all action necessary to negotiate, prepare and
obtain approval of a Chapter 11 plan and related documents;
(f) preparing employment and fee applications for the Debtor's
professionals;
(g) preparing pleadings and other court filings; and
(h) other necessary legal services.
The firm will be paid at these rates:
Laura J. Portillo $425 per hour
Kevin C. Ronk $380 per hour
Paralegals $75 - 90 per hour
The firm received a retainer in the amount of $17,500.
Kevin Ronk, Esq., a partner at Portillo Ronk, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Laura J. Portillo, Esq.
Kevin C. Ronk, Esq.
Portillo Ronk Legal Team
5716 Corsa Ave., Suite 207
Westlake Village, CA 91362
Tel: 805-203-6123
Fax: 805-830-17147
Email: attorneys@portilloronk.com
About Wildfire Inc.
Wildfire Inc. -- https://wildfirelighting.com -- has focused on
creating innovative products designed to produce
audience-captivating black light visual effects.
Wildfire filed its voluntary petition for relief under Chapter 11
of the Bankruptcy Code (Bankr. C.D. Calif. Case Np. 21-10161) on
Jan. 11, 2021. John Berardi, chief executive officer, signed the
petition. At the time of filing, the Debtor disclosed $1,166,843
in assets and $738,105 on liabilities.
Judge Sandra R. Klein presides over the case. Portillo Ronk Legal
Team serves as the Debtor's legal counsel.
YC ATLANTA: Seeks Use of Cash Collateral
----------------------------------------
YC Atlanta Hotel LLC asks the U.S. Bankruptcy Court for the
Northern District of Georgia, Atlanta Division, for entry of an
order authorizing, among other things, the use of cash collateral.
The Debtor seeks to use Cash Collateral to maintain its operations
consistent with pre-petition practices and pay disbursements more
fully described in a budget.
The Debtor operates a Clarion Inn in College Park, Georgia. The
Debtor believes that it can meet its near-term cash requirements
through the use of cash on hand and the use of cash collateral.
Most of the Debtor's cash needs are met by collection of revenues
from the rental of rooms at the hotel. The Debtor acknowledges the
room rentals may constitute cash collateral of Access Point
Financial LLC and U.S. Small Business Administration.
Access Point and the SBA allege the Debtor as of the Petition Date
owed them:
Amount Owed
-----------
(a) Access Point $10,223,961.67
(b) SBA Unknown
The indebtedness may be secured by property owned by the Debtor.
Access Point and the SBA may also have an assignment of rents on
the property as well as a security interest in all accounts of the
Debtor, such that the accounts receivables generated by the
property may constitute "cash collateral" of either or both of
Access Point and the SBA.
Although the Debtor is still investigating the value of the hotel
and cash collateral, it believes that, even if the SBA has an
interest in cash collateral, the SBA is junior behind Access
Financial's interest in the real property and cash collateral and
completely unsecured on account of that senior interest of Access.
The Debtor proposes to adequately protect Access Point and the SBA,
as may be applicable, by:
(a) continuing to maintain the Debtor's property, including
its hotel (i.e., Access Point and the SBA's ' purported
collateral), including, but not limited to, continuing to pay
normal operating expenses;
(b) paying post-petition property taxes with respect to such
collateral;
(c) maintaining insurance on the collateral, and
(d) maintaining the Petition Date market value of Access
Point's and the SBA's purported real property collateral.
A copy of the motion is available for free at
https://bit.ly/3tBpMxH from PacerMonitor.com.
About YC Atlanta Hotel LLC
YC Atlanta Hotel LLC owns and operates a hotel. It sought
protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr.
N.D. Ga. Case No. 21-50964) on February 3, 2021. In the petition
signed by Baldev Johal, managing member and authorized party, the
Debtor disclosed up to $10 million in assets and up to $50 million
in liabilities.
David L. Bury, Jr., Esq. at STONE & BAXER, LLP represents the
Debtor as counsel.
Access Point Financial LLC, as lender, is represented by:
Alexandra C. Nelson, Esq.
Thompson Hine, LLP
Two Alliance Center, 3560 Lenox Road, Suite 1600
Atlanta, GA 30326-4266
U.S. Small Business Administration, as lender, is represented by:
Monty Wilkinson, Esq.
Acting Attorney General
U.S. Department of Justice
950 Pennsylvania Avenue, NW
Washington, D.C. 20530-0001
[*] Jones Walker Adds 12 New Associates to Firm
-----------------------------------------------
Jones Walker LLP on Feb. 10, 2021, announced the addition of 12
associates to the firm.
The firm welcomes the following new associates:
-- Trey K. Bartholomew, Litigation
-- Christopher C. Broughton, Litigation
-- Seth A. Cohen, Tax
-- Joshua A. DeCuir, Corporate
-- Liam B. Doolin, Corporate
-- Patrick J. Fackrell, Litigation
-- Emily M. Gauthier, Corporate
-- John A. "Hobie" Hotard, Jr., Tax
-- Caroline V. McCaffrey, Litigation
-- Rachel F. Moody, Litigation
-- Gabrielle A. Ramirez, Litigation
-- John W. Zimmer, III, Corporate
Trey K. Bartholomew is an associate in the Litigation Practice
Group in the Baton Rouge office and also serves as a member of the
firm's property and personal injury team. Trey represents clients
in a wide range of business and commercial litigation. Prior to
joining Jones Walker, he completed an internship with the Honorable
Brian A. Jackson of the US District Court for the Middle District
of Louisiana. Trey earned his JD, magna cum laude, from the
Southern University Law Center in 2020 and graduated in the top 10%
of his class. While in law school, Trey was a member of the Moot
Court Board and the Black Law Students Association, and he served
as an editor for the Journal of Race, Gender & Poverty.
Christopher C. Broughton is an associate in the Litigation Practice
Group in the Atlanta office and a member of the firm's Construction
Industry Team. Chris represents clients in the many issues that can
arise over the course of a construction project. Before joining
Jones Walker, he completed a summer internship for the Honorable
David M. Warren of the US Bankruptcy Court for the Eastern District
of North Carolina and an externship for the Honorable John M. Tyson
of the North Carolina Court of Appeals. Chris earned his JD from
the University of North Carolina School of Law in 2020.
Seth A. Cohen is an associate in the Tax Practice Group in the
Birmingham office, where he concentrates on tax credit financing in
the context of affordable housing developments and rehabilitation
projects. His practice area focuses on the representation of
lenders and investors in all aspects of affordable housing
transactions. Prior to joining the firm, Seth practiced and managed
a variety of real estate and healthcare matters at Waller, Lansden,
Dortch & Davis. He earned his JD from the University of Alabama
School of Law in 2014, where he earned several academic honors in
healthcare law and corporate finance. In addition, Seth received
his undergraduate degree from Vanderbilt University, where he was a
National Merit Scholar.
Joshua A. DeCuir is an associate in the Corporate Practice Group in
the New Orleans office. Josh focuses his practice on financial and
commercial transactions and represents clients in the energy, oil,
and gas marketplaces. Prior to joining Jones Walker, he served as
in-house counsel for several large and small companies as well as
in private practice. Josh draws on his dual perspective to analyze
issues at hand and creatively assess the needs of each client. He
earned his JD and Bachelor of Civil Law, summa cum laude, from the
Louisiana State University Paul M. Hebert Law Center in 2008, where
he served as editor-in-chief of the Louisiana Law Review. Josh also
holds a BA in History from Loyola University in New Orleans and an
MA in Religion from Yale University.
Liam B. Doolin is an associate in the Corporate Practice Group in
the New Orleans office. Liam has significant experience
researching, gathering, and analyzing data in the legal sphere and
private sector. He worked as a summer associate at Jones Walker and
another Am Law 200 firm in New Orleans. Liam also completed
internships at the Supreme Court of Louisiana and the US District
Court for the Eastern District of Louisiana during law school. He
earned his JD, magna cum laude, from the University of Notre Dame
Law School in 2020, where he served as managing articles editor for
the Notre Dame Journal of Legislation. Liam graduated from Tulane
University in 2016 with a BS in Geology.
Patrick J. Fackrell is an associate in the Litigation Practice
Group in the Houston office. Before joining the firm, Patrick
served as a judicial law clerk for the Honorable David Hittner of
the US District Court for the Southern District of Texas and Chief
Justice Roger S. Burdick of the Idaho Supreme Court. He earned his
JD from the University of Idaho College of Law in 2016, where he
graduated as valedictorian and served as chief articles editor of
the Idaho Law Review.
Emily M. Gauthier is an associate in the Corporate Practice Group
in the Baton Rouge office. Her practice focuses on securities law
and mergers and acquisitions. Emily earned her JD and Graduate
Diploma in Civil Law, magna cum laude, from the Louisiana State
University Paul M. Hebert Law Center in 2020, where she was named
to the Order of the Coif. While earning her law degree, she served
as articles editor for the Louisiana Law Review and as an extern
for the Honorable John deGravelles of the US District Court for the
Middle District of Louisiana. Emily received an Honors BA in
Sociology and a BA in English Literature, summa cum laude, from the
University of Louisiana at Lafayette.
John A. "Hobie" Hotard, Jr., is an associate in the Tax Practice
Group in the New Orleans office. His practice covers a wide range
of tax matters including employee benefits; estate planning; and
federal, state, and local tax compliance. While in law school,
Hobie completed an externship with the Honorable James L. Dennis of
the US Court of Appeals for the Fifth Circuit and worked as an
audit intern at the largest accounting and business advisory firm
in Louisiana. Hobie earned his JD, cum laude, from Tulane
University Law School in 2020.
Caroline V. McCaffrey is an associate in the Litigation Practice
Group in the New Orleans office and serves as a member of the
firm's bankruptcy team. Her practice focuses on bankruptcy law,
creditors'/debtors' rights, and commercial litigation. While
attending law school, Caroline completed a judicial externship for
the Honorable Harlin D. Hale of the US Bankruptcy Court for the
Northern District of Texas. She also worked with Louisiana State
University's Immigration Clinic, where she provided legal services
to asylum seekers. Caroline earned her JD, magna cum laude, and a
diploma in comparative law from the Louisiana State University Paul
M. Hebert Law Center in 2020, where she also served as a senior
editor for the Louisiana Law Review.
Rachel F. Moody is an associate in the Litigation Practice Group in
the Baton Rouge office and serves as a member of the firm's
property and personal injury team. She assists clients in a wide
range of business and commercial litigation involving property,
energy, environmental, and contractual disputes. Prior to joining
Jones Walker, Rachel served as a judicial extern for the Honorable
John deGravelles of the US District Court for the Middle District
of Louisiana. She earned her JD, cum laude, from the Louisiana
State University Paul M. Hebert Law Center in 2020 and served as
editor-in-chief of the Louisiana State University Journal of Energy
Law and Resources, Volume VIII.
Gabrielle A. Ramirez is an associate in the Litigation Practice
Group in the Houston office. Gabrielle focuses her practice on
bankruptcy, restructuring, and creditors'/debtors' rights, and
represents secured and unsecured creditors in all types of
bankruptcy cases. Before joining Jones Walker, she practiced in the
litigation practice group of an Am Law 200 law firm. Gabrielle
earned her JD, magna cum laude, from Michigan State University
College of Law in 2019. During her time as a law student, she
served as the head teaching assistant and senior managing editor of
the Michigan State Law Review.
John W. Zimmer, III, is an associate in the Corporate Practice
Group in the New Orleans office. John works in a variety of legal
areas that include corporate, securities, finance, real estate, and
mergers and acquisitions. While in law school, he was a member of
the Law Review Editorial Board, served as chief of staff for the
Alternative Dispute Resolution Society, and competed in multiple
American Bar Association competitions as a member of the
Negotiation Team. John earned his JD from Loyola University New
Orleans College of Law in 2020, where he graduated first in his
class.
About Jones Walker
Jones Walker LLP -- http://www.joneswalker.com/-- is among the
largest 120 law firms in the United States. With offices in
Alabama, Arizona, the District of Columbia, Florida, Georgia,
Louisiana, Mississippi, New York, and Texas, we serve local,
regional, national, and international business interests. The firm
is committed to providing a comprehensive range of legal services
to major multinational public and private corporations, Fortune®
500 companies, money center banks, worldwide insurers, and emerging
companies doing business in the United States and abroad.
[^] Recent Small-Dollar & Individual Chapter 11 Filings
-------------------------------------------------------
In re Old Jack Investments, Inc.
Bankr. E.D. La. Case No. 21-10141
Chapter 11 Petition filed February 2, 2021
See
https://www.pacermonitor.com/view/O5PSU6I/Old_Jack_Investments_Inc__laebke-21-10141__0001.0.pdf?mcid=tGE4TAMA
represented by: Robin R. De Leo, Esq.
THE DE LEO LAW FIRM, LLC
E-mail: lisa@northshoreattorney.com
In re 206 Valerian, LLC
Bankr. D. Nev. Case No. 21-10498
Chapter 11 Petition filed February 2, 2021
See
https://www.pacermonitor.com/view/4WF37YI/206_VALERIAN_LLC__nvbke-21-10498__0001.0.pdf?mcid=tGE4TAMA
represented by: Roger P. Croteau, Esq.
ROGER P. CROTEAU & ASSOCIATES LTD.
E-mail: croteaulaw@croteaulaw.com
In re Unity Holdings, LLC
Bankr. E.D. Wisc. Case No. 21-20537
Chapter 11 Petition filed February 2, 2021
See
https://www.pacermonitor.com/view/CJVS2NQ/Unity_Holdings_LLC__wiebke-21-20537__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul G. Swanson, Esq.
STEINHILBER SWANSON LLP
E-mail: pswanson@steinhilberswanson.com
In re Alex Foxman and Michal J Morey
Bankr. C.D. Cal. Case No. 21-10179
Chapter 11 Petition filed February 3, 2021
represented by: Stella Havkin, Esq.
In re Fatemeh H. Azizian
Bankr. N.D. Cal. Case No. 21-30081
Chapter 11 Petition filed February 3, 2021
represented by: Timothy Walsh, Esq.
In re Barry B. Eskanos, JD, MPA
Bankr. S.D. Fla. Case No. 21-11055
Chapter 11 Petition filed February 3, 2021
represented by: Diana Cohen, Esq.
In re Fischers Auto Body LLC
Bankr. D. Nev. Case No. 21-10526
Chapter 11 Petition filed February 3, 2021
See
https://www.pacermonitor.com/view/ZAANFWA/FISCHERS_AUTO_BODY_LLC__nvbke-21-10526__0001.0.pdf?mcid=tGE4TAMA
represented by: Seth D. Ballstaedt, Esq.
BALLSTAEDT LAW FIRM DBA BALL BANKRUPTCY
E-mail: help@bkvegas.com
In re I Morales Tire Corp
Bankr. D.P.R. Case No. 21-00311
Chapter 11 Petition filed February 3, 2021
See
https://www.pacermonitor.com/view/UAT3OYI/I_MORALES_TIRE_CORP__prbke-21-00311__0001.0.pdf?mcid=tGE4TAMA
represented by: Javier Vilarino, Esq.
VILARINO & ASSOCIATES
E-mail: jvilarino@vilarinolaw.com
In re Israel Morales Nieves
Bankr. D.P.R. Case No. 21-00305
Chapter 11 Petition filed February 3, 2021
represented by: Javier Vilarino, Esq.
In re James E. Bennett
Bankr. D. Ariz. Case No. 21-00813
Chapter 11 Petition filed February 4, 2021
represented by: Michael A. Jones, Esq.
ALLEN BARNES & JONES, PLC
In re C & S Foresty LLC
Bankr. M.D. Ga. Case No. 21-10074
Chapter 11 Petition filed February 4, 2021
See
https://www.pacermonitor.com/view/UJKDXQI/C__S_Foresty_LLC__gambke-21-10074__0001.0.pdf?mcid=tGE4TAMA
represented by: R. Bruce Warren, Esq.
WHITEHURST, BLACKBURN & WARREN
E-mail: bankruptcy@wbwk.com
In re Gila Morlevi
Bankr. S.D.N.Y. Case No. 21-22076
Chapter 11 Petition filed February 4, 2021
represented by: Alla Kachan, Esq.
In re Fischers Auto Body LLC
Bankr. D. Nev. Case No. 21-10550
Chapter 11 Petition filed February 5, 2021
See
https://www.pacermonitor.com/view/EBDZ4FQ/FISCHERS_AUTO_BODY_LLC__nvbke-21-10550__0001.0.pdf?mcid=tGE4TAMA
represented by: Seth D Ballstaedt, Esq.
BALLSTAEDT LAW FIRM DBA BALL BANKRUPTCY
E-mail: help@bkvegas.com
In re GRM Group, LLC
Bankr. E.D. Va. Case No. 21-10175
Chapter 11 Petition filed February 4, 2021
See
https://www.pacermonitor.com/view/JD24S6I/GRM_Group_LLC__vaebke-21-10175__0001.0.pdf?mcid=tGE4TAMA
represented by: Justin P. Fasano, Esq.
MCNAMEE, HOSEA, JERNIGAN, KIM, GREENAN &
LYNCH, P.A.
E-mail: fasano@mhlawyers.com)
In re Nemrod Benmar Joya Cahayag and Criselle Pamintuan Cahayag
Bankr. E.D. Cal. Case No. 21-20432
Chapter 11 Petition filed February 5, 2021
represented by: Arasto Farsad, Esq.
In re Pedro Diy Zamora
Bankr. N.D. Cal. Case No. 21-30098
Chapter 11 Petition filed February 5, 2021
In re Michael James Deleo
Bankr. D. Maine Case No. 21-20025
Chapter 11 Petition filed February 5, 2021
represented by: Trey Milam, Esq.
In re Douglas C. Mauldin and Sally D. Mauldin
Bankr. N.D. Miss. Case No. 21-10249
Chapter 11 Petition filed February 5, 2021
represented by: Robert Gambrell, Esq.
In re 78-19 Jamaica Avenue LLC
Bankr. E.D.N.Y. Case No. 21-40293
Chapter 11 Petition filed February 5, 2021
See
https://www.pacermonitor.com/view/MQNWBHQ/78-19_Jamaica_Avenue_LLC__nyebke-21-40293__0001.0.pdf?mcid=tGE4TAMA
represented by: Elio Forcina, Esq.
ELIO FORCINA ATTORNEY AT LAW
E-mail: forcinalaw@gmail.com
In re Sherif Botros Botros and Barbara Freeman Botros
Bankr. E.D.N.C. Case No. 21-00268
Chapter 11 Petition filed February 5, 2021
represented by: Blake Boyette, Esq.
BUCKMILLER, BOYETTE & FROST, PLLC
Email: bboyette@bbflawfirm.com
In re Domus Contemporary Living LLC
Bankr. N.D. Fla. Case No. 21-40042
Chapter 11 Petition filed February 8, 2021
See
https://www.pacermonitor.com/view/NA7V72Q/Domus_Contemporary_Living_LLC__flnbke-21-40042__0001.0.pdf?mcid=tGE4TAMA
Filed Pro Se
In re Jason Daniel Wade and Belinda Binghman Wade
Bankr. N.D. Fla. Case No. 21-30074
Chapter 11 Petition filed February 8, 2021
In re Rocky's Construction Inc.
Bankr. E.D.N.Y. Case No. 21-40316
Chapter 11 Petition filed February 8, 2021
See
https://www.pacermonitor.com/view/YQPXWWA/Rockys_Construction_Inc__nyebke-21-40316__0001.0.pdf?mcid=tGE4TAMA
represented by: Paul Hollender, Esq.
CORASH & HOLLENDER
E-mail: info@silawfirm.com
In re Red Tulip Dry Cleaners, LLC
Bankr. E.D. Tex. Case No. 21-40191
Chapter 11 Petition filed February 8, 2021
See
https://www.pacermonitor.com/view/W65BDGA/Red_Tulip_Dry_Cleaners_LLC__txebke-21-40191__0001.0.pdf?mcid=tGE4TAMA
represented by: Eric A. Liepins, Esq.
ERIC A. LIEPINS
E-mail: eric@ealpc.com
In re Ahmad Parsa Nawabi
Bankr. C.D. Cal. Case No. 21-11019
Chapter 11 Petition filed February 9, 2021
represented by: Kim S. Collins, Esq.
In re James Alexander
Bankr. C.D. Cal. Case No. 21-10214
Chapter 11 Petition filed February 9, 2021
represented by: David Golubchik, Esq.
In re Thomas Anton & Associates, A Law Corporation
Bankr. E.D. Cal. Case No. 21-10308
Chapter 11 Petition filed February 9, 2021
See
https://www.pacermonitor.com/view/LEWWEFQ/THOMAS_ANTON__ASSOCIATES_A_LAW__caebke-21-10308__0001.0.pdf?mcid=tGE4TAMA
represented by: Leonard K. Welsh, Esq.
LAW OFFICE OF LEONARD K. WELSH
E-mail: lwelsh@lkwelshlaw.com
In re Miaohua Wu
Bankr. N.D. Cal. Case No. 21-30109
Chapter 11 Petition filed February 9, 2021
represented by: Marc Voisenat, Esq.
In re Prince Bakery, Inc.
Bankr. S.D.N.Y. Case No. 21-10252
Chapter 11 Petition filed February 9, 2021
See
https://www.pacermonitor.com/view/SMXWDLI/Prince_Bakery_Inc__nysbke-21-10252__0001.0.pdf?mcid=tGE4TAMA
represented by: Kenneth M. Lewis, Esq.
WHITEFORD, TAYLOR & PRESTON LLP
E-mail: klewis@wtplaw.com
In re Prince Bakery SA, Inc.
Bankr. S.D.N.Y. Case No. 21-10254
Chapter 11 Petition filed February 9, 2021
See
https://www.pacermonitor.com/view/YCFBABA/Prince_Bakery_SA_Inc__nysbke-21-10254__0001.0.pdf?mcid=tGE4TAMA
represented by: Kenneth M. Lewis, Esq.
WHITEFORD, TAYLOR & PRESTON LLP
E-mail: klewis@wtplaw.com
In re Danny R. Bartel, M.D., P.A.
Bankr. N.D. Tex. Case No. 21-40285
Chapter 11 Petition filed February 9, 2021
See
https://www.pacermonitor.com/view/B4NGYZQ/Danny_R_Bartel_MD_PA__txnbke-21-40285__0001.0.pdf?mcid=tGE4TAMA
represented by: Craig D. Davis, Esq.
DAVIS, ERMIS & ROBERTS, P.C.
E-mail: davisdavisandroberts@yahoo.com
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals. All titles are
available at your local bookstore or through Amazon.com. Go to
http://www.bankrupt.com/books/to order any title today.
Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
TCR subscribers have free access to our on-line news archive.
Point your Web browser to http://TCRresources.bankrupt.com/and use
the e-mail address to which your TCR is delivered to login.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo
Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors.
Copyright 2021. All rights reserved. ISSN: 1520-9474.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***