/raid1/www/Hosts/bankrupt/TCR_Public/210216.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Tuesday, February 16, 2021, Vol. 25, No. 46
Headlines
4402 MAMMOTH: Bankruptcy Case Tossed After Failing to Propose Plan
826 WINCHESTER: Seeks to Hire Chris Barsness as Legal Counsel
AH TWO: Seeks to Hire Holt Law Office as Legal Counsel
ALASKA AIR: Egan-Jones Lowers FC Senior Unsecured Rating to B
ALBERTO DEL RIO SOTO: Seeks Extension of Sale Objection to March 1
ALEXANDER D. LEE: $1.36M Sale of Breckenridge Condo Unit 518 Okayed
ALGY TRIMMINGS: Auction of Substantially All Assets Set for March 4
ALLIANCE DATA: Egan-Jones Hikes Senior Unsecured Ratings to B
ALPHA MEDIA: Stipulation Narrows Issues for Final DIP Loan Hearing
ANGLIN CULTURED STONE: Cash Collateral Use Until Feb. 25 Hearing OK
ANTHONY LEVANDOWSKI: Uber Blasts Bid to Shield Roth From Creditors
ARDENT CYBER: Los Angeles Opposes Disclosures, Wants Chapter 7
ARTISAN BUILDERS: Ternes Group Buying Phoenix Property for $621K
ASCENA RETAIL: Taubman Joins Simon's Objection to Plan
ASTOR EB-5: Trustee Gets OK to Hire Stearns Weaver as Counsel
AYTU BIOSCIENCE: Incurs $9.5MM Net Loss for Quarter Ended Dec. 31
BALLOON BOY: Court Allows Use of Cash Collateral
BERRY TWINS: U.S. Trustee Unable to Appoint Committee
BESTWALL LLC: Future Claimants' Rep Taps Alexander Ricks as Counsel
BLACKSTONE MORTGAGE: Upsized Loan No Impact on Moody's Ba2 CFR
BOY SCOUTS: Challenge Period Extended to Feb. 26
BOYCE HYDRO: Says Plan Settlement Backed by Parties Except Class 6
BROUSSARD INVESTMENT: Unsecureds Will Get 10.5% Dividend in Plan
CALIFORNIA STATEWIDE: Moody's Hikes Ser. 2002A Bonds to Ba1
CANAL CORP: March 24 Hearing on WTM Plan Set
CARETRUST REIT: Fitch Publishes 'BB+' IDR, Outlook Stable
CARLA'S PASTA: Seeks Expedited Hearing on Bid Procedures for Assets
CARLA'S PASTA: Sets Bid Procedures for Substantially All Assets
CARNIVAL CORP: Moody's Puts B1 CFR Under Review for Downgrade
CARNIVAL CORPORATION: Egan-Jones Lowers Sr. Unsecured Ratings to B
CATALENT PHARMA: Moody's Rates New $475MM Unsecured Notes 'B1'
CATALENT PHARMA: S&P Assigns 'BB-' Rating on New Sr. Unsec. Notes
CEL-SCI CORP: Incurs $7.9-Mil. Net Loss for Quarter Ended Dec. 31
CELLA III: Creditor Girod Seeks Expedited Hearing on Bid Procedures
CELLA III: Hearing on Girod's Bid Procedures for Asset on Feb. 24
CENGAGE LEARNING: S&P Upgrades ICR to 'B-' on Improved Performance
CENTENE CORP: Moody's Rates $2.2BB Sr. Unsecured Debt 'Ba1'
CHARLIE BROWN'S: March 24 Plan Confirmation Hearing Set
CHARM HOSPITALITY: Acknowledges Vogue Laundry Proof of Claim
CHARM HOSPITALITY: Blasts WestTown Objection After 1111(b) Election
CHARM HOSPITALITY: Responds to City's Objection to Disclosures
CHESAPEAKE ENERGY: S&P Assigns 'B+' ICR, Outlook Stable
CITIUS PHARMACEUTICALS: Incurs $8.2-Mil. Net Loss in First Quarter
CLEANSPARK INC: Incurs $7.2MM Net Loss for Quarter Ended Dec. 31
CUSTARCHPROD LLC: $8K Sale of Equipment to Accelerated Approved
DAVIS EXPRESS: Gets OK to Hire Rafool & Bourne as Legal Counsel
DAVIS SAND: Gets OK to Hire Rafool & Bourne as Legal Counsel
DESTILERIA NACIONAL: BPPR Allowed $88K Administrative Expense Claim
DIGIPATH INC: Incurs $390,637 Net Loss for Quarter Ended Dec. 31
DIOCESE OF SYRACUSE: Deadline to File Claims Set for April 15, 2021
EARLY BIRD FOODS: March 9 Plan & Disclosures Hearing Set
ECOARK HOLDINGS: Posts $532K Net Income for Quarter Ended Dec. 31
ELITE POWER: U.S. Trustee Unable to Appoint Committee
ENSEMBLE RCM: $100MM Upsized Loan No Impact on Moody's B2 CFR
ENVIVA HOLDINGS: S&P Assigns 'B-' Long-Term Issuer Credit Rating
EVEN STEVENS: Unsecureds to Get 8% Stake in Blue Lemon Sale Plan
FALLS EVENT: Trustee Selling Beaverton Property for $1.3 Million
FEMUR BUYER: S&P Affirms 'CCC+' ICR, On CreditWatch Negative
FENCEPOST PRODUCTIONS: Unsec. Creditors to Recover 15% in Plan
FREDDIE MAC: Reports $7.3 Billion Net Income for Full Year 2020
FREEPORT-MCMORAN: Egan-Jones Lowers Sr. Unsecured Ratings to BB
FRESH MARKET: Moody's Raises CFR to B3, Outlook Stable
GATES GLOBAL: S&P Rates New Dollar-Denominated Term Loan 'B+'
GG/MG INC: HGR Buying JCB 550 & CAT T80DSTR Forklifts for $18K Cash
GRATITUDE TRAINING: Seeks to Hire Varshawsky Huber as Accountant
HARRY L. MORRIS, JR.: Selling Huntington Beach Property for $1.135M
HAWAIIAN HOLDINGS: Egan-Jones Cuts Sr. Unsecured Ratings to CCC-
HAWAIIAN HOLDINGS: Incurs $510.9 Million Net Loss in 2020
HOLLISTER CONSTRUCTION: Can Use Cash Collateral Until Feb. 26
I MORALES TIRE: Seeks to Hire Vilarino & Associates as Counsel
IFRESH INC: Delays Filing of Form 10-Q for Period Ended Dec. 31
INTELSAT SA: Junior Debt Holders Fight for $5 Billion C-Band Pay
INTERNET BRANDS: Moody's Rates New $575MM Second Lien Loan 'Caa2'
IONIX TECHNOLOGY: Incorporates Unit Shijirun (Yixing) Technology
JUAN L. LARINO: Proposed $350K Sale of Newark Property Approved
KAISER GYPSUM: Future Claimants Rep Taps Alexander Ricks as Counsel
KELLY L. NASCARELLA: $1.64M Sale of Clearwater Homestead Approved
KEYSTONE PIZZA: Settles With Pizza Hut; Plan Confirmed
KRAFT HEINZ: Fitch Assigns 'BB+' LT IDR & Alters Outlook to Pos.
LAPEER INDUSTRIES: Hearing on Sale of All Assets Set for Feb. 25
LBD PLLC: Unsecured Creditors to Recover 12% Under Plan
LEADVILLE CORP: Weepah Says Plan to Pay Creditors Without Delay
LEVI G. MCCATHERN II: $3.5M Sale of Dallas Property to Gontard OK'd
LEVI G. MCCATHERN II: Gontard Buying Dallas Property for $3.5M
LIBERTY MUTUAL: Fitch Assigns BB Rating on 2061 Subordinated Notes
LOVES FURNITURE: Sets Procedures for Sale of De Minimis Assets
LSF 10 CEDAR: S&P Rates New $692MM First-Lien Sec. Term Loan 'B'
MATTEL INC: S&P Places 'B+' Issuer Credit Rating on Watch Positive
MERCY HOSPITAL: Officials Says Chapter 11 Filing 'Inhumane'
METRONET HOLDINGS: S&P Affirms 'B' Rating on First-Lien Debt
METRONET SYSTEMS: $150MM Loan Add-On No Impact on Moody's B3 CFR
MISS CLAUDY SEIDE: Feb. 23 Hearing Set for Cash Collateral Use
MKS INSTRUMENTS: S&P Places 'BB+' ICR on CreditWatch Negative
MUSTAFIZUR RAHMAN: Ali Buying Ozone Park Property for $750K
MY FL MANAGEMENT: Cash Collateral Use Allowed on Interim Basis
NATIONAL RIFLE ASSOCIATION: NY Seeks Chapter 11 Case Dismissal
NATIONAL TRACTOR: Wins Cash Collateral Access Thru March 15
NCL CORP: Moody's Puts B2 CFR Under Review for Downgrade
NEIMAN MARCUS: Marble Ridge Founder Pleads Guilty to Fraud
NEOPHARMA INC: Plant Up for Sale After Owner's Bankruptcy Filing
NEUBASE THERAPEUTICS: Incurs $4.1 Million Net Loss in First Quarter
NICOLAS THOMAS SCOTT: 4T Buying Kit Carson County Land for $239K
NICOLAS THOMAS SCOTT: 4T Buying Kit Carson County Land for $469K
NICOLAS THOMAS SCOTT: Scott Buying Kit Carson County Land for $670K
NUZEE INC: Incurs $5.9 Million Net Loss for Quarter Ended Dec. 31
OCEANEERING INT'L: S&P Affirms 'B+' ICR, Alters Outlook to Stable
ORTHO-CLINICAL DIAGNOSTICS: S&P Raises ICR to 'B', Outlook Stable
ORYX MIDSTREAM: Moody's Affirms B2 CFR & Alters Outlook to Stable
OUTLOOK THERAPEUTICS: Inks $1M Purchase Deal With GMS Ventures
OVERLAND PARK: S&P Lowers 2019 Revenue Bond Rating to 'BB-'
PARK CITY HOLDCO: Fitch Affirms 'CCC+' LongTerm IDR
PAUL E. CALLICOAT: Selling Assets for Not Less Than 80% of Value
PAUL E. CALLICOAT: Selling Boat and Trailer to Daughter for $2.4K
PERATON HOLDING: Fitch Assigns 'B' IDR, Outlook Stable
PERSPECTA INC: Moody's Puts Ba3 CFR Under Review for Downgrade
PITNEY BOWES: S&P Lowers ICR to 'BB' on Declining Profitability
PRESTIGE BRANDS: S&P Rates New $500MM Senior Unsecured Notes 'B+'
PURDUE PHARMA: Lawyers Face Disclosure Questions
QUARTER HOMES: $245K Sale of Show Low House to Horvaths Approved
REALPAGE INC: Fitch Assigns First-Time 'B' LongTerm IDR
REALPAGE INC: S&P Assigns 'B-' ICR on Acquisition by Thoma Bravo
REDDLINE ENERGY: Seeks Court Approval to Hire Accountant
REPUBLIC FIRST: Egan-Jones Hikes Senior Unsecured Ratings to BB+
RGV SMILES: Gonzalez Buying Single-Family Residence in McAllen
ROBERT ALLEN: March 15 Plan Confirmation Hearing Set
ROBERT F. TAMBONE: Proposes $31K Private Sale of Boat to Hohmann
ROCKPORT DEV'T: KEM Realty Buying South Pasadena Property for $2.6M
ROYAL CARIBBEAN: Moody's Puts B1 CFR Under Review for Downgrade
SAHBRA FARMS: Sets Sale Procedures for Portage County Property
SATELLITE RESTAURANTS: Trustee Gets OK to Hire Legal Counsel
SCHWEITZER-MAUDUIT INT'L: Moody's Rates Secured Bank Debt 'Ba2'
SCRANTON-LACKAWANNA HEALTH: S&P Lowers Rev. Bond Rating to 'CCC'
SEADRILL LTD: Says It May Experience 'More Contentious' Chapter 11
SEVEN GENERATIONS: S&P Places 'BB-' ICR on Watch Positive
SHACKLETON 2019-XV: S&P Assigns Prelim 'BB-' Rating on E-R Notes
SHINKUCASI LLC: $70K Sale of Fort Myers Property to Umanzor Okayed
SMITTY'S LAND III: Seeks to Hire Allen Barnes & Jones as Counsel
SMITTY'S LAND: Seeks to Hire Allen Barnes & Jones as Counsel
STANLEY-TRAFTON: Gets Court Approval to Hire Northeast Appraisal
STANLEY-TRAFTON: March 19 Plan Confirmation Hearing Set
STEEL DYNAMICS: Egan-Jones Hikes Senior Unsecured Ratings to BB+
TALBOTS INC: Moody's Lower CFR to Caa3, Outlook Negative
TELESAT CANADA: S&P Places 'BB-' ICR on CreditWatch Negative
THOMAS CROW: Cobra Golf Founder's Account Protected from Creditors
TIDEWATER ESTATES: Moran Offers $380K for 106-Acre Hancock Property
TIDEWATER ESTATES: Powell Offers $120K for 40-Acre Hancock Property
US REAL ESTATE: Trustee Sets Sales Procedures for Properties
VF CORPORATION: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
VILLAGE ON THE ISLE: Fitch Lowers $110MM 2016 Bonds 2016 to 'BB+'
VISTAGEN THERAPEUTICS: Posts $5.6 Million Net Loss in Third Quarter
WAHOO'S MARINA: Trustee Seeks Approval to Tap Real Estate Agent
WILDFIRE INC: Interim Use of Cash Collateral Allowed Until Mar. 6
WILSON ORGANIC: $125K Sale of Reidsville Property to Bartley Okayed
WILSON'S TRUCKING: Seeks to Tap Emerson & Company as Accountant
WITCHEY ENTERPRISES: Eastern Funding Opposes to Amended Disclosure
WORK & SON: March 5 Auction of All Assets of RPN, RPS & Sarasota
WYNTHROP PARTNERS: Excavus Buying Windsor Borough Property for $2M
WYNTHROP PARTNERS: Sets Bidding Procedures for Windsor Real Estate
YELLOW CORP: Incurs $53.5 Million Net Loss in Fiscal 2020
[^] Large Companies with Insolvent Balance Sheet
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4402 MAMMOTH: Bankruptcy Case Tossed After Failing to Propose Plan
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Judge Julia W. Brand of the U.S. Bankruptcy Court for the Central
District of California denied 4402 Mammoth Investors, LLC's request
to extend its deadline to file either a motion to sell the real
property subject to the lien of Creditor Stonehaven, LLC, a motion
to refinance that property, or a proposed Plan and Disclosure
Statement--presently Jan. 15, 2021--for 34 days (i.e., until Feb.
18, 2021).
A hearing on the Motion was held on Feb. 11, 2020, at 10:00 a.m.
The bankruptcy case is dismissed for cause under 11 U.S.C. Section
1112(b) because of the Debtor's failure to propose a plan, sell its
only asset or refinance its only asset within the deadlines set by
the Court.
About 4402 Mammoth Investors, LLC
Real estate lessor 4402 Mammoth Investors, LLC, holds a single
asset, a residential single family residence located at 120
Stonehaven Way, Los Angeles, California. The Company previously
sought bankruptcy protection on Sept. 26, 2016 (Bankr. C.D. Cal.
Case No. 16-22700).
4402 Mammoth Investors, LLC, based in Glendale, CA, filed a
Chapter
11 petition (Bankr. C.D. Cal. Case No. 18-12055) on Feb. 26, 2018.
The Hon. Julia W. Brand presides over the case. In the petition
signed by Arthur R. Aslanian, manager, the Debtor estimated $1
million to $10 million in both assets and liabilities. Mark T.
Young, Esq., at Donahoe & Young LLP, serves as bankruptcy counsel.
Greenberg Glusker Fields Claman & Machtinger LLP; Hennelly &
Grossfeld LLP, as special litigation counsels.
826 WINCHESTER: Seeks to Hire Chris Barsness as Legal Counsel
-------------------------------------------------------------
826 Winchester SJ, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ the Law
Office of Chris Barsness as its legal counsel.
The firm's services will include:
(a) assisting the Debtor in its review and analysis of
existing contractual arrangements with creditors and other parties,
advising the Debtor as to appropriate legal steps to be taken in
connection with the administration, sale, termination or
abandonment of property of the estate, and taking legal steps
necessary to facilitate sales, leases, transfers or other
dispositions of property;
(b) investigating the validity of security interests claimed
by various parties and the applicability of the Debtor's avoiding
powers and other causes of action;
(c) assisting in the collection of accounts and filing
objections to claims, preferences and similar matters;
(d) assisting in the preparation and filing of a disclosure
statement and plan of reorganization;
(e) assisting the Debtor in obtaining an order for
post-petition borrowing;
(f) filing any motions pursuant to Section 506(a) of the
Bankruptcy Code;
(g) objecting to claims of creditors;
(h) retaining professionals to market or valuate the assets of
the Debtors; and
(i) investigating the facts surrounding any alleged secured
creditors claims and potentially bring legal action against any
secured creditor.
The Law Office of Chris Barsness received a retainer in the amount
of $10,000.
The firm will be paid at these rates:
Christopher C. Barsness $400 per hour
Paralegals/Legal assistants $85 per hour
Christopher Barsness, Esq., managing partner at the Law Office of
Chris Barsness, disclosed in a court filing that his firm does not
hold interests adverse to the Debtor and its estate.
The firm can be reached through:
Christopher Barsness, Esq.
Law Office of Chris Barsness
15615 Alton Pkwy #450
Irvine, CA 92618
Phone: +1 949-529-1072
About 826 Winchester SJ
826 Winchester SJ LLC filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No.
21-10831) on Feb. 2, 2021. At the time of the filing, the Debtor
disclosed assets of between $1 million and $10 million and
liabilities of the same range.
The Law Office Of Chris Barsness serves as the Debtor's legal
counsel.
AH TWO: Seeks to Hire Holt Law Office as Legal Counsel
------------------------------------------------------
Ah Two, LLC, seeks approval from the U.S. Bankruptcy Court for the
District of Idaho to hire Holt Law Office, PLLC, as its legal
counsel.
The firm's services will include:
a. advising the Debtor regarding its powers and duties under
Chapter 11;
b. assisting the Debtor in preparing a disclosure statement
and Chapter 11 plan;
c. preparing legal papers;
d. other legal services necessary to administer the Debtor's
Chapter 11 case.
The firm's services will be provided mainly by Kevin Holt, Esq.,
who will be paid at the rate of $300 per hour.
Holt Law Office does not represent interests adverse to the Debtor
and its estate in the matters upon which it is to be engaged,
according to court papers filed by the firm.
The firm can be reached through:
Kevin Holt, Esq.
Holt Law Office, PLLC
233 E. Harrison Ave.
Coeur d'Alene, Idaho
Tel: 208-664-5011
E-mail: kholt@holtlawoffice.com
About Ah Two LLC
Ah Two, LLC sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. D. Idaho Case No. 20-20470) on Sept. 18, 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
Noah G. Hillen oversees the case. The Debtor is represented by
Holt Law Office, PLLC.
ALASKA AIR: Egan-Jones Lowers FC Senior Unsecured Rating to B
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Egan-Jones Ratings Company, on February 1, 2021, downgraded the
foreign currency senior unsecured rating on debt issued by Alaska
Air Group, Incorporated to B from B+. EJR also downgraded the
rating on FC commercial paper issued by the Company to B from A3.
Headquartered in SeaTac, Washington, Alaska Air Group, Inc. is an
airline holding company.
ALBERTO DEL RIO SOTO: Seeks Extension of Sale Objection to March 1
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Gladys Diana Hilerio Del Rio and the estate of Alberto Del Rio Soto
ask the U.S. Bankruptcy Court for the District of Puerto Rico to
extend the time to object to their sale of the property located at
Puerto Ward, Sector Cibao, SR. 456 Km. 3.7, in Camuy, Puerto Rico,
and described as Dairy Farm known as "Cibao," Composed of 120.7143
Cuerdas, to Luis Radai Romero Lopez for $250,000, to March 1,
2021.
The Debtors operate a dairy farm under license #3239 as authorized
by the Oficina de Reglamentacion de Industria Lechera ("ORIL") in
367.31 cuerdas in the farm known as Aibonito, located at Rd 129,
Km. 20, in Hatillo, Puerto Rico. They have a bi-weekly milk
production quota of 280,204 liters.
On Jan. 30, 2021, the Debtors filed a Motion to Sell Property Free
and Clear of Liens. Said Motion has an objection language of 21
days that are due Feb. 20, 2021.
The Debtors' Motion states that certain parties, including
governmental agencies would be notified (served) of the Motion by
certified mail. By inadvertence in the office of the Debtors'
attorney, the Motion was served to all parties by Regular Mail.
The Debtors' attorney verified and the parties to which the Motion
was to be served by certified mail were served by regular mail and
this came to the attention of the counsel. To correct this, the
Motion was served to said parties as specified in the Motion.
In order to allow said parties to receive the Motion to Sell by
certified mail (although, they were also served by regular mail),
the Debtors ask that the objection term to object the Motion to
Sell Property Free and Clear of Liens filed on Jan. 30, 2021 be
extended up to March 1, 2021.
The extension of the deadline to object the Motion to Sell doesn't
affect any party in an adverse manner and on the contrary, it will
allow any interested party additional time to object. At the same
time the extension complies with the due process by notifying the
interested parties by an addition mean of Certified Mail.
Alberto Del Rio Soto and Gladys Diana Hilerio Del Rio sought
Chapter 11 protection (Bankr. D.P.R. Case No. 17-03134) on May 2,
2017. The Debtors tapped Homel Mercado Justiniano, Esq., as
counsel.
ALEXANDER D. LEE: $1.36M Sale of Breckenridge Condo Unit 518 Okayed
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Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Alexander Dong Lee's sale
of the real property he co-owns with Deanne Lee located at 42
Snowflake Drive, Unit 518, Bluesky Breckenridge Condo, in
Breckenridge, Colorado, together with the furnishings located
thereon, to Nicholas B. Bruggeman and Lisa A. Bruggeman for
$1,362,500.
A hearing on the Motion was held on Feb. 3, 2021, at 2:00 p.m.
The sale is free and clear of all liens, claims and encumbrances,
with any liens, claims, and encumbrances to attach to the sale
proceeds.
The Debtor is authorized to pay the balance of $683,818.29 to first
mortgage lien holder Great Midwestern Bank from the net sale
proceeds. The loan proceeds will be applied by Great Midwestern
Bank in accordance with the underlying loan documents.
At the closing, the Debtor is authorized to pay the real estate
brokers their commissions from the sales proceeds.
The stay requirement enumerated in Federal Rule of Bankruptcy
Procedure Rule 6004(h) is expressly waived, and the Order will not
be subject to an automatic 14-day stay. Notwithstanding anything
contained in Federal Rule of Bankruptcy Procedure Rules 6004, 6006
or 6007 to the contrary, the Order will be final, effective and
enforceable immediately upon entry.
From the closing, the Debtor's wife Deanne Lee, will be paid one
half of the proceeds as a co-owner of the unit and the Debtor will
maintain his proceeds in his DIP account. The Court is making no
determination to the rights of the parties to the proceeds which
is a matter for the Texas divorce Court.
Alexander Dong Lee sought Chapter 11 protection (Bankr. S.D. Fla.
Case No. 20-21594) on Oct. 23, 2020. The Debtor tapped Robert
Furr, Esq., as counsel.
ALGY TRIMMINGS: Auction of Substantially All Assets Set for March 4
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Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Algy Trimmings Co., Inc.'s
bidding procedures in connection with the sale of substantially all
assets which consist of tangible and intangible personal property
including but not limited to equipment, sewing machines and the
like utilized in the manufacturing of apparel, inventory of raw and
in process materials, pattern library, customer list, domain names,
800 number, office equipment, computers and furnishings, located at
its place of business in Hallandale Florida to DeMoulin Brothers &
Co. for $350,000, subject to overbid.
DeMoulin is approved as the Stalking Horse Bidder. The terms of
the Asset Purchase Agreement are also approved and the Debtor may
utilize the form and substance of the APA as the form of agreement
to be provided to potential Qualified Bidders in accordance with
the Bidding Procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: March 1, 2021, at 5:00 p.m. (EST)
b. Initial Bid: $400,000
c. Deposit: $35,000, which is 10% of the Stalking Horse Bid
amount of $350,000
d. Auction: In the event that the Debtor receives one or more
Qualified Bidders, then it will hold an auction by Zoom Conference
on March 4, 2021, at 11:00 a.m. (ET). The Auction will be
conducted by the Debtor's counsel, Thomas L. Abrams. The Zoom link
for the Auction is
https://zoom.us/j/8038648881?pwd=Tmk1MXlTYTJheU9jS01IVUtNTHV0Zz09,
Meeting ID: 803 864 8881, Passcode: 518730.
e. Bid Increments: $10,000
f. Sale Hearing: The Court will conduct a Zoom Video Hearing
on March 9, 2021, at 1:30 p.m. (ET)
g. Sale Objection Deadline: 12:00 noon (ET) one business day
prior to the Sale Hearing
h. Closing: March 15, 2021, at 10:00 a.m.
i. Bid Protection: $50,000
The sale transaction will be on an "As Is, Where Is" basis and
without representations or warranties of any kind, nature or
description.
The sale will be free and clear of all liens, claims, encumbrances,
rights of redemption with all such liens, claims, encumbrances, or
other rights to attached to the proceeds of the sale.
Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Order
will be effective and enforceable immediately upon its entry.
All time periods set forth in the Order will be calculated in
accordance with Bankruptcy Rule 9006(a).
A copy of the Bidding Procedures is available at
https://tinyurl.com/3nkdqtqj from PacerMonitor.com free of charge.
About Algy Trimmings Co. Inc.
Algy Trimmings Co., Inc. -- https://www.algyteam.com --
manufactures guard uniforms, winter guard uniforms, dance team
uniforms, drill team uniforms, majorette, cheer, campwear and
warm-ups.
Algy Trimmings Co., Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
20-23791) on Dec. 18, 2020. The petition was signed by Susan
Gordon, president. At the time of the filing, the Debtor
disclosed
$382,483 in assets and $2,494,623 in liabilities.
Thomas L. Abrams, Esq., at Gamberg & Abrams, represents the Debtor
as counsel.
ALLIANCE DATA: Egan-Jones Hikes Senior Unsecured Ratings to B
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Egan-Jones Ratings Company, on February 4, 2021, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Alliance Data Systems Corporation to B from C.
Headquartered in Columbus, Ohio, Alliance Data Systems Corporation
provides data-driven and transaction-based marketing and customer
loyalty solutions.
ALPHA MEDIA: Stipulation Narrows Issues for Final DIP Loan Hearing
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Judge Kevin R. Huennekens of the U.S. Bankruptcy Court for the
Eastern District of Virginia, Richmond Division, approved the
Stipulation entered into by Alpha Media Holdings LLC and its
affiliated Debtors; DBD AMAC LLC as Administrative Agent for the
Prepetition First Lien Lenders; and the DIP Agent and Ad Hoc
Noteholder Group.
The parties reached an agreement to narrow the issues in dispute at
the final hearing.
The Stipulation contains these relevant terms:
(1) solely for the purposes of the Final Hearing on the
Debtors' Motion for Entry of Interim and Final Orders (I)
Authorizing the Debtors to Obtain Senior Secured Priming
Superpriority Postpetition Financing, (II) Granting Liens and
Superpriority Administrative Expense Claims, (III) Authorizing the
Use of Cash Collateral, (IV) Granting Adequate Protection,
Modifying the Automatic Stay, (VI) Scheduling a Final Hearing, and
(VII) Granting Related Relief, adequate protection and the
sufficiency of the equity cushion (and evidence on valuation
relevant to that issue) as presented at the First Day Hearing on
January 25, 2021 under 11 U.S.C. Section 364(d)(1)(B) is not
contested;
(2) the parties will not offer evidence on the issue of
valuation beyond that which was offered at the First Day Hearing,
unless otherwise required by the Court;
(3) the Court need not assign a specific value or value range
to the Debtors for purposes of the entering a final order on the
Debtors' Motion to Obtain DIP Financing; and
(4) the parties will not request that the Court assign a
specific value or value range to the Debtors for purposes of
entering a final order on the Debtors' Motion to Obtain DIP
Financing.
The parties reserve the right to offer evidence of the specific
value of the Debtors for other purposes in future proceedings in
the case, to the extent relevant. The parties agree that nothing
in the Stipulation waives or otherwise inhibits Debtors' ability to
offer or present any evidence the Court requires for the Debtors to
meet their burden of proof at the Final Hearing under Section
364(d) as it relates to adequate protection or the sufficiency of
the equity cushion (or otherwise).
The Court had granted the Debtors' Motion on an interim basis on
January 25, 2021. A final hearing for the Debtors' Motion is
scheduled for February 23.
A copy of the Stipulation is available at https://bit.ly/3amrI5q
from Stretto, the claims agent.
About Alpha Media Holdings
Alpha Media is a privately-held radio broadcast and multimedia
company. Formed in 2009 by a veteran radio executive, Alpha Media
grew through acquisitions and now owns or operates more than 200
radio stations that provide local news, sports, music, and
entertainment to a weekly audience of more than 11 million
listeners in 44 communities across the United States. In addition
to its radio stations, Alpha Media provides digital content through
more than 200 websites and countless mobile applications and
digital streaming services.
Alpha Media and its affiliates sought Chapter 11 protection (Bankr.
E.D. Va. Lead Case No. 21-30209) on Jan. 25, 2021. John Grossi,
chief financial officer, signed the petitions. At the time of the
filing, Alpha Media disclosed estimated assets of $10 million to
$50 million and estimated liabilities of $50 million to $100
million.
Judge Kevin R. Huennekens oversees the cases.
The Debtors tapped Sheppard, Mullin, Richter & Hampton LLP as legal
counsel; Kutak Rock LLP as local counsel; Moelis & Company as
financial advisor; and Ernst & Young LLP as restructuring advisor.
Stretto is the claims and noticing agent.
Counsel to DBD AMAC LLC, in its capacity as Administrative Agent
for the Prepetition First Lien Lenders:
Lynn L. Tavenner, Esq.
Paula S. Beran, Esq.
TAVENNER & BERAN PLC
20 North Eighth Street, Second Fl.
Richmond, VA 23219
Tel: (804) 783-8300
Fax: (804) 783-0178
E-mail: ltavenner@tb-lawfirm.com
pberan@tb-lawfirm.com
- and -
Charles A. Dale, Esq.
David M. Hillman, Esq.
Michael T. Mervis, Esq.
PROSKAUER ROSE LLP
Eleven Times Square
New York, NY 10036-8299
Tel: (212) 969-3000
Fax: (212) 969-2900
E-mail: cdale@proskauer.com
dhillman@proskauer.com
mmervis@proskauer.com
Co-Counsel to the DIP Agent and Ad Hoc Crossover Noteholder Group:
Douglas M. Foley, Esq.
Sarah B. Boehm, Esq.
MCGUIREWOODS LLP
Gateway Plaza
800 East Canal Street
Richmond, VA 23219
Tel: (804) 775-1000
E-mail: dhayes@mcguirewoods.com
dfoley@mcguirewoods.com
sboehm@mcguirewoods.com
- and -
Benjamin I. Finestone, Esq.
QUINN EMANUEL URQUHART & SULLIVAN, LLP
51 Madison Avenue, 22nd Floor
New York, NY 10010
Tel: (212) 849-7000
Fax: (212) 849-7100
E-mail: benjaminfinestone@quinnemanuel.com
- and -
Douglas H. Mannal, Esq.
Joseph Abraham Shifer, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 6th Avenue
New York, NY 10036
Tel: (212) 715-9100
Fax: (212) 715-8308
E-mail: dmannal@kramerlevin.com
jshifer@kramerlevin.com
ANGLIN CULTURED STONE: Cash Collateral Use Until Feb. 25 Hearing OK
-------------------------------------------------------------------
Judge John T. Dorsey of the U.S. Bankruptcy Court for the District
of Delaware authorized Anglin Cultured Stone Products, LLC and its
affiliated debtors to use cash collateral on an interim basis
subject to a final hearing.
The final hearing is scheduled to take place on February 25, 2021
at 3 p.m.
The Debtors are authorized to use cash collateral to pay these
ordinary and necessary expenses in the ordinary course of
business:
(a) Employee Wages: $29,000.00
(b) Auto Insurance: $1,385.47 (if due during the next 15
days)
(c) General Liability and Workers Comp. Ins.: $850.00 (if due
during the next 15 days)
(d) Telephone: $720.00
(e) Security/internet/monitoring: $351.00
(f) Electric: $364.00
(g) Water/Sewer/Trash: $208.00
(h) Gas: $1,200.00
(i) Health Insurance $ 2,271.29
Judge Dorsey required the Debtors to fully account for expenditures
until a final hearing on their Motion occurs.
As adequate protection, Newtek Small Business Finance LLC was
granted an interest in cash collateral generated by the Debtors,
through and until a hearing before the Court is held for the entry
of a final order authorizing the continued use of cash collateral,
as a security and lien to and against Debtors' assets, including
post-petition receivables, to the same extent and priority that
Newtek held a properly perfected security interest in the
Debtors’ assets pre-petition.
About Anglin Cultured Stone Products, LLC
Anglin Cultured Stone Products, LLC sought protection under
Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No.
21-10389) on February 8, 2021. In the petition signed by Stuart L.
Anglin, sole member and manager, the Debtor disclosed up to
$500,000 in assets and up to $10 million in liabilities.
Charles J. Brown, III, Esq. at GELLERT SCALI BUSENKELL & BROWN, LLC
represents the the Debtor as counsel.
ANTHONY LEVANDOWSKI: Uber Blasts Bid to Shield Roth From Creditors
------------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that Uber Technologies said
that its former engineer Anthony Levandowski's request to shield a
$17 million Roth IRA from creditors in his Chapter 11 bankruptcy is
an illegitimate attempt to hold on to his assets.
Mr. Levandowki put $17 million into the account over two years, but
Roth IRAs can't be funded with more than $5,500 per year, Uber said
in a filing Wednesday with the U.S. Bankruptcy Court for the
Northern District of California. In fact, "his income level
prohibited him from contributing anything at all," it said.
Moreover, with his vast earning capacity and other assets, the IRA
isn't "reasonably necessary" to support Levandowski in retirement,
a requirement for protecting such an asset from creditors, Uber
said.
The Silicon Valley computer engineer filed Chapter 11 in March 2020
after Google Inc. won a $179 million award against him for stealing
trade secrets when he left the tech giant to work on Uber’s
autonomous vehicle program.
Following the civil suit, Levandowski was criminally indicted on
charges of trade secret theft and ultimately agreed to a plea deal.
He was sentenced to 18 months in prison, but later pardoned by
former President Donald Trump.
The adversary proceeding is Levandowski v. Uber Technologies, Adv.
Pro Case No. 20-03050, In re Anthony Scott Levandowski (Bankr. N.D.
Cal. Case No. 20-30242).
According to PacerMonitor.com, Anthony Scott Levandowski filed a
Chapter 11 petition (Bankr. N.D. Cal. Case No. 20-30242) on March
4, 2020. The Debtor estimated at least $50 million in assets and
$100 million to $500 million in debt. Keller Benvenutti Kim LLP,
led by Tobias Keller, is the Debtor's counsel.
ARDENT CYBER: Los Angeles Opposes Disclosures, Wants Chapter 7
--------------------------------------------------------------
The City of Los Angeles, which asserts a $21.9 million claim, filed
on Feb. 12, 2021, an objection to Ardent Cyber Solutions, LLC's
Disclosure Statement.
According to Los Angeles, the Debtor's Disclosure Statement fails
to provide necessary information to evaluate the Chapter 11 Plan of
Reorganization, including:
(1) litigation claims that the estate may hold against third
parties under state law or the Bankruptcy Code;
(2) whether the Plan satisfies the best interest of creditors
requirement;
(3) Paul Paradis' Chapter 11 Plan and his stated intention to
cause the Debtor to stipulate to a $2 million dollar judgment in
favor of his bankruptcy estate;
(4) the risks to pursuing confirmation of the Plan and
alternatives to confirmation;
(5) the nature of the Debtor's executory contracts;
(7) what funds the Debtor intends to use to pay ongoing Chapter
11 expenses -- including quarterly fees and attorneys' fees; and
(8) the basis for separately classifying disputed unsecured
claims from other general unsecured claims.
"Moreover, the Debtor has disclosed that it has only $162 left.
Dkt. No. 130 at 2. Based on the Debtor's most recent monthly
operating reports, filed with this Court, the Debtor lacks funds
necessary to effectuate any Chapter 11 plan or to fund any U.S.
Trustee's fees. There is no reason for this case to be in a
Chapter 11 proceeding. With the Amended Plan unconfirmable on its
face, the Court should deny the Disclosure Statement and convert
this case to a Chapter 7 proceeding," Los Angeles tells the Court.
A copy of the objection is available at https://bit.ly/3u0CDd2
About Ardent Cyber Solutions
Ardent Cyber Solutions, LLC, f/k/a Aventador Utility Solutions LLC,
a cybersecurity firm based in Scottsdale, Ariz., sought for
protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz.
Case No. 20-06722) on June 3, 2020. 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 Paul Sala oversees the
case. Allan D. NewDelman, P.C., is the Debtor's legal counsel.
Paul Paradis, the Debtor's principal, also filed a voluntary
Chapter 11 bankruptcy case (Bankr. D. Ariz. Case No. 20-06724) on
June 3, 2020, which remains pending.
ARTISAN BUILDERS: Ternes Group Buying Phoenix Property for $621K
----------------------------------------------------------------
Artisan Builders, LLC, asks the U.S. Bankruptcy Court for the
District of Arizona to authorize the short sale of the real
property located at 3616 N. 12th Street, in Phoenix, Arizona, to
Ternes Group, LLC for $621,000, cash, free and clear of liens,
subject to higher and better offers.
The Debtor is a homebuilder. At the time of filing its Petition it
held title to 18 parcels of real property on most of which it had
been in the process of constructing single family residences,
including to the four lots which comprise the subject property.
There is no current appraisal of the property.
The Debtor has entered into a Vacant Land/Lot Real Estate Purchase
Contract with the Buyer for the sale of 3616 N. 12th Street. The
Escrow is to close 10 days from Court approval. The Purchase
Contract also affords the Buyer a five-day Inspection Period. A
$5,000 initial deposit will be paid by the Buyer. The balance is
due, all cash, at close of sale.
The Buyer has no involvement in or relation to the Debtor. It did
purchase a separate parcel of the Debtor's, 1425 E. Clarendon
Avenue. The Court's Order, approving that sale was issued Aug. 14,
2020. The sale closed Sept. 1, 2020.
America's Specialty Finance Co. ("ASFC") issued a loan in the
principal amount of $500,000 secured by a first position deed of
trust against the subject property. It contends the balance
currently owed by Debtor and secured by 3616 N. 12th Street is
approximately $615,000.
Real Estate Finance Corp. ("REFCO") holds a second position deed of
trust, securing the principal amount of $500,000. The loan,
however, did not fund.
On Oct. 15, 2020, the Court issued its Order Authorizing Employment
of My Home Group, LLC, and its broker, John Dyer, to list and sell
the subject property for the Debtor. The Listing Agreement and
Purchase Contract call for this broker and agent, Nancie Dion, to
receive a 3% commission upon a successful sale.
The Purchase Contract calls for the Buyer's agent to also receive a
3% commission. Peggy Temes, a member of, The Temes Group, LLC, is
an agent of Bliss Realty & Investments, a real estate broker and
has represented the Buyer in the transaction. This broker will
receive a reduced commission of 1.5% of the contract price
($9,315). The Debtor's real estate broker will reduce its
commission to 2.5% of the contract price ($15,525).
The contemplated sale is a short sale. The amount due under the
secured lien exceeds the purchase price and the value of subject
property.
To allow the sale to take place, the senior lender, ASFC, has
agreed to accept the net proceeds, those available after payment of
the commissions, closing costs, and unpaid property taxes, if any.
The net proceeds estimated to be distributed to ASFC is $590,000 or
similar amount. ASFC will consent to the sale on condition it
receive at least this amount. The holder of the second position
deed of trust, REFCO, will release its security interest without
payment.
The sale of the 3616 N. 12th Street property is a typical
transaction of the Debtor's although unique in the sense it
comprises lots on which construction is not complete. The sale, if
approved, will allow the pay down of the Debtor's obligations to
ASFC. There will be no funds available for the Debtor.
The Debtor therefore asks Court approval of the sale in accordance
with Section 363 (f) and Bankruptcy Rule 6004.
Upon Court approval, the 3616 N. 12th Street Property will be sold
free and clear of liens, claims, and encumbrances. The secured
lien of ASFC's will attach to the net sale proceeds as set forth
above. The balance of the sales price will cover the associated
closing costs.
The Debtor suggests any party desiring to bid provide counsel for
the Debtor with a $5,000 cashier's check, or cash, on the date of
the sale and bid increases in increments of at least $1,000.
Finally, the Debtor asks a waiver of the 14-day stay pursuant to
Rule 6004(h) to allow the order approving the relief requested here
to take effect immediately so as to allow this sale to take place
on the date set forth in the Purchase Contract or as close to it as
reasonably possible.
A copy of the Contract is available at https://tinyurl.com/cxy379jm
from PacerMonitor.com free of charge.
About Artisan Builders, LLC,
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.
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.
The petition was signed by James Guajardo, manager.
On Oct. 20, 2020, the Court appointed Urban Blue Realty, LLC, and
Nicolas Blue as Broker.
ASCENA RETAIL: Taubman Joins Simon's Objection to Plan
------------------------------------------------------
Taubman Landlords join in the objection of Simon Property Group,
Inc. to the confirmation of the Amended Joint Chapter 11 Plan of
Reorganization of Ascena Retail Group, Inc. and its Debtor
Affiliates.
The Taubman Landlords join and incorporate the Objections by
reference and reserve their right to independently pursue the
Objections on the grounds set forth therein, without regard to
whether the entities asserting the Objections may settle or
withdraw their Objections.
Simon Property's Objection
Simon said the attempt to substitute Sycamore's financial and
operational ability for Ascena's is "cold comfort and insufficient
adequate assurance of future performance under existing case law."
The filing says a reduced footprint would affect not only store
traffic but also diminish the profitability of the retailers'
e-commerce business "as a strong physical presence drives
e-commerce sales and profitability as well."
Simon said its concern is supported by both its experience as the
largest shopping center operator in the United States and owner of
retailers including J.C. Penney, Brooks Brothers, Lucky Brand,
Forever 21 and Aéropostale. Meanwhile, the filing says,
Sycamore has "bankrupted a number of the retailers it has either
owned and operated or invested in," including Nine West,
Aeropostale, Belk and Talbots.
"As a consequence, it can hardly be the case that Sycamore's track
record provides an adequate substitute for the financial and
operational wherewithal of the tenants the Simon Landlords
contracted with," it says.
A full-text copy of Taubman's joinder to Simon's objection dated
Feb. 5, 2021, is available at https://bit.ly/3doTvEv from
PacerMonitor.com at no charge.
Counsel to the Taubman Landlords:
Augustus C. Epps, Jr. Esquire
Michael D. Mueller, Esquire
Jennifer M. McLemore, Esquire
Bennett T. W. Eastham, Esquire
WILLIAMS MULLEN
200 South 10th Street, Suite 1600
Richmond, Virginia 23219
Telephone: (804) 420-6000
Facsimile: (804) 420-6507
E-mail: aepps@williamsmullen.com
mmueller@williamsmullen.com
jmclemore@williamsmullen.com
beastham@williamsmullen.com
About Ascena Retail
Ascena Retail Group, Inc. (Nasdaq: ASNA) is a national specialty
retailer offering apparel, shoes, and accessories for women under
the Premium Fashion (Ann Taylor, LOFT, and Lou & Grey), Plus
Fashion (Lane Bryant, Catherines and Cacique), and Value Fashion
(Dressbarn) segments, and for tween girls under the Kids Fashion
segment (Justice). Ascena, through its retail brands, operates
ecommerce websites and approximately 2,800 stores throughout the
United States, Canada, and Puerto Rico. Visit
http://www.ascenaretail.com/for more information.
Ascena Retail reported a net loss of $661.4 million for the fiscal
year ended Aug. 3, 2019, a net loss of $39.7 million for the year
ended Aug. 4, 2018, and a net loss of $1.06 billion for the year
ended July 29, 2017.
On July 23, 2020, Ascena Retail Group and its affiliates sought
Chapter 11 protection (Bankr. E.D. Va. Case No. 20-33113). As of
Feb. 1, 2020, Ascena Retail had $13,690,710,379 in assets and
$12,516,261,149 in total liabilities.
The Hon. Kevin R. Huennekens is the case judge.
The Debtors tapped Kirkland & Ellis LLP and Cooley LLP as
bankruptcy counsel, Guggenheim Securities, LLC, as financial
Advisor, and Alvarez and Marsal North America, LLC as restructuring
advisor. Prime Clerk, LLC is the claims agent.
* * *
In September 2020, FullBeauty Brands Operations, LLC, won an
auction to acquire Ascena's Catherines intellectual property assets
for a base purchase price of $40.8 million and potential upward
adjustment for certain inventory.
In November 2020, Ascena won approval to sell the intellectual
property of its Justice Brand and other Justice brand assets to
Justice Brand Holdings LLC, an entity formed by Bluestar Alliance
LLC (a leading brand management company), for $90 million.
The Company continues to operate its Ann Taylor, LOFT, Lane Bryant,
and Lou & Grey brands as normal through a reduced number of retail
stores and online.
ASTOR EB-5: Trustee Gets OK to Hire Stearns Weaver as Counsel
-------------------------------------------------------------
Drew Dillworth, the Chapter 11 trustee for Astor EB-5, LLC,
received approval from the U.S. Bankruptcy Court for the Southern
District of Florida to hire Stearns Weaver Miller Weissler Alhadeff
& Sitterson, P.A., as his legal counsel.
The trustee needs the firm's legal assistance in connection with
the Debtor's Chapter 11 case.
The rates charged by the firm's attorneys range from $350 to $775
per hour. Paraprofessionals charge between $125 and $450 per
hour.
Eric Silver, Esq., at Stearns Weaver, disclosed in court filings
that his firm is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code.
Stearns Weaver can be reached through:
Eric J. Silver, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
Museum Tower Building, Suite 2200
150 West Flagler Street
Miami, FL 33130
Tel: (305) 789-3200
Fax: (305) 789-3395
Email: esilver@stearnsweaver.com
About Astor EB-5
Astor EB-5, LLC -- http://hotelastor.com/-- is a Florida limited
liability company doing business as Hotel Astor, an art deco
boutique hotel that offers amenities such as modern rooms, private
terraces with courtyard and on-site pools.
Astor EB-5 first sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-24170) on Nov. 14,
2018. The Debtor again sought bankruptcy protection (Bankr. S.D.
Fla. Case No. 20-16595) on June 17, 2020. Judge A. Jay Cristol
oversees the case.
At the time of the filing, the Debtor disclosed assets of $10
million to $50 million and liabilities of $1 million to $10
million.
Joel M. Aresty, P.A. is the Debtor's bankruptcy counsel.
On Jan. 21, 2021, Drew M. Dillworth was appointed as Chapter 11
trustee. The trustee is represented by Stearns Weaver Miller
Weissler Alhadeff & Sitterson, P.A.
AYTU BIOSCIENCE: Incurs $9.5MM Net Loss for Quarter Ended Dec. 31
-----------------------------------------------------------------
Aytu Bioscience, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $9.53 million on $15.15 million of revenues for the three months
ended Dec. 31, 2020, compared to a net loss of $214,247 on $3.17
million of revenues for the three months ended Dec. 31, 2019.
For the six months ended Dec. 31, 2020, the Company reported a net
loss of $13.83 million on $28.67 million of revenues compared to a
net loss of $5.14 million on $4.61 million of revenues for the six
months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $166.74 million in total
assets, $54.05 million in total liabilities, and $112.69 million in
total stockholders' equity.
As of Feb. 11, 2021, the Company expects costs for its current
operations to increase modestly as the Company continues to
integrate the acquisition of the Pediatrics Portfolio, Innovus and
if approved by the Company's and Neos' shareholders, the Neos
Merger, continues to focus on revenue growth through increasing
product sales and additional acquisitions. The Company's current
assets totaling approximately $92.5 million as of Dec. 31, 2020
plus the proceeds expected from ongoing product sales will be used
to fund existing operations. The Company may continue to access
the capital markets from time-to-time when market conditions are
favorable. The timing and amount of capital that may be raised is
dependent on the terms and conditions upon which investors would
require to provide such capital. There is no guarantee that
capital will be available on terms favorable to the Company and its
stockholders, or at all. The Company raised approximately $29.6
million, net during the three months ended Dec. 31, 2020, from the
sale of approximately 0.4 million shares using the Company's
at-the-market facility and from the issuance of approximately 4.8
million shares of the Company's common stock and 0.3 million
placement agent warrants on Dec. 15, 2020. On Dec. 10, 2020, the
Company exchanged $0.8 million of debt into 0.1 million shares of
the Company's common stock, eliminating the use cash to satisfy
this obligation. Between Dec. 31, 2020, and Feb. 11, 2021, the
Company has not issued common stock under the Company's
at-the-market offering program. As of Feb. 11, 2021, the Company
has adequate capital resources to complete its near-term operating
objectives.
Since the Company has sufficient cash on-hand as of Dec. 31, 2020
to cover potential net cash outflows for the twelve months
following the filing date of this Quarterly Report, the Company
reports that there exists no indication of substantial doubt about
its ability to continue as a going concern.
"If the Company is unable to raise adequate capital in the future
when it is required, the Company's management can adjust its
operating plans to reduce the magnitude of the capital need under
its existing operating plan. Some of the adjustments that could be
made include delays of and reductions to commercial programs,
reductions in headcount, narrowing the scope of the Company's
commercial plans, or reductions to its research and development
programs. Without sufficient operating capital, the Company could
be required to relinquish rights to products or renegotiate to
maintain such rights on less favorable terms than it would
otherwise choose. This may lead to impairment or other charges,
which could materially affect the Company's balance sheet and
operating results," Aytu said.
Management's Comments
Commenting on the second quarter of fiscal 2021, Josh Disbrow,
chief executive officer of Aytu BioScience, stated, "Net revenue
increased substantially in Q2 2021, to $15.1 million, compared to
$3.2 million for Q2 2020. It is important to point out that this
was only the third full quarter of revenue contribution from the
combined Aytu and Innovus businesses, along with the acquired
Cerecor pediatric assets. Turning to the bottom line, adjusted
EBITDA loss was reduced to just $1.8 million for Q2 2021. On the
balance sheet, we are in a strong position with approximately $62
million in cash. We are well positioned from an operational and
financial standpoint as we move closer to our expected closing of
the Neos merger by the second calendar quarter."
Mr. Disbrow continued, "Taking a closer look at the top line, on
the Rx side, net revenue was $7.2 million, a 24% increase compared
to last quarter, Q1 2021. Rx revenue growth was driven by growth
of Poly-Vi-Flor, our pediatric multivitamin and fluoride supplement
product line, with revenue contribution across the prescription
portfolio inclusive of Natesto, Karbinal ER, and COVID-19 test
kits. For the Consumer Health division, we generated $7.9 million
in net revenue, an all-time high and an increase compared to last
quarter. Contributing to those results was a strengthened
e-commerce business driven by OmepraCare, our over-the-counter
proton pump inhibitor for acid reflux, Regoxidine, our
over-the-counter foam formulation of minoxidil for hair loss, and
FlutiCare, our over-the-counter fluticasone propionate nasal spray
indicated to treat nasal and allergy-related symptoms.
Additionally, we announced the completion of the first clinical
study evaluating the Healight ultraviolet A light catheter
technology. This is an important milestone, and we look forward to
continuing discussions with the FDA on the advancement of the
Healight technology and reporting the results of the clinical study
upon the upcoming publication."
"During the quarter we also announced the definitive merger
agreement with Neos Therapeutics, creating a combined $100 million
revenue specialty pharmaceutical company. The merger accelerates
the company's transformation, and, upon closing, we expect to begin
realizing estimated annualized cost synergies of $15 million in FY
2022. With this transaction we will add Neos' established,
multi-brand ADHD portfolio, enhancing our footprint in pediatrics
and expanding Aytu's presence in adjacent specialty care segments.
Furthermore, the transaction creates the opportunity to leverage
and further enhance Neos RxConnect, a best-in-class patient support
program, for our product portfolio of best-in-class prescription
therapeutics and consumer health products. We reiterate our
expectation for the merger to close by the second calendar quarter
of 2021."
Mr. Disbrow concluded, "With record financial results and a
transformational merger agreement executed and moving toward
completion, we have created substantial scale and momentum to drive
shareholder value."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1385818/000143774921002627/aytu20201219_10q.htm
About Aytu BioScience
Englewood, Colorado-based Aytu BioScience, Inc. (OTCMKTS:AYTU) --
http://www.aytubio.com-- is a commercial-stage specialty
pharmaceutical company focused on commercializing novel products
that address significant patient needs. The company currently
markets a portfolio of prescription products addressing large
primary care and pediatric markets. The primary care portfolio
includes (i) Natesto, an FDA-approved nasal formulation of
testosterone for men with hypogonadism, (ii) ZolpiMist, an
FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra
XR, an FDA-approved 12-hour codeine-based antitussive syrup.
Aytu Bioscience reported a net loss of $13.62 million for the year
ended June 30, 2020, compared to a net loss of $27.13 million for
the year ended June 30, 2019. As of Sept. 30, 2020, the Company
had $141.27 million in total assets, $50.21 million in total
liabilities, and $91.06 million in total stockholders' equity.
BALLOON BOY: Court Allows Use of Cash Collateral
------------------------------------------------
Judge Michael G. Williamson of the U.S. Bankruptcy Court for the
Middle District of Florida, Tampa Division, granted Balloon Boy,
Inc.'s request to use cash collateral.
Balloon Boy is authorized to use cash collateral to pay:
(a) amounts expressly authorized by the Court;
(b) amounts to Balloon Boy's vendors not to exceed $15,000 in
the aggregate to any one vendor during any calendar month unless
expressly authorized in writing by Secured Creditor, Synovus Bank;
(c) normal expenses incurred in the ordinary course by Balloon
Boy, excluding payments to insiders of the latter; and
(d) additional amounts as may be expressly approved in writing
by Synovus Bank.
Balloon Boy was prohibited from using cash collateral for other
purposes.
Judge Williamson directed Balloon Boy to perform all obligations of
a debtor-in-possession required by the Bankruptcy Code, Federal
Rules of Bankruptcy Procedure, and the orders of the Court in a
timely manner. He also directed Balloon Boy to grant to Synovus
Bank access to the Debtor's business records and premises for
inspection, upon reasonable notice by the Secured Creditor and
provided that it does not unreasonably interefere with Balloon
Boy's business.
Synovus Bank was granted a continuing post-petition security
interest in all of the Debtor's assets, including all intangibles,
personal property and other cash collateral, to the same extent and
with the same priority as its pre-petition security interest. The
post-petition security interest will remain to be effective and
enforceable without the need for any further action or undertaking
by Synovus Bank.
Balloon Boy was ordered to maintain insurance coverage for its
property in accordance with the obligations under the loan and
security documents with Synovus Bank.
As adequate protection, Balloon Boy agreed to pay Synovus Bank
payments in the amount of $1,000 per month with the first payment
being due on March 1, 2021, and all subsequent payments beginning
on the first day of each subsequent month. Judge Williamson
explained that in the event Balloon Boy fails to make any payment
when due, Synovus Bank may obtain relief from the automatic stay
upon 72 hours e-mail notice to counsel for the Debtor and the
filing of an Affidavit on Nonpayment by counsel for Synovus Bank.
He further explained that upon filing of an Affidavit of
Nonpayment, Ballon Boy's further use of cash collateral is
prohibited unless its counsel files a Counter-Affidavit supported
by reasonable admissible evidence which raises an issue of fact
regarding the failure to make the payments, then and in that event,
the Court shall consider relief to Synovus Bank on an expedited
basis.
A copy of the Agreed Order is available at https://bit.ly/3pjV48H
from PacerMonitor.com.
About Balloon Boy Inc.
Balloon Boy, Inc. sought protection for relief under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-09491) on Dec.
31, 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.
The Debtor tapped Cole & Cole Law, P.A. and Olivo Small Business
CPA Solutions as its legal counsel and accountant, respectively.
BERRY TWINS: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 18 disclosed in a court filing that no
official committee of unsecured creditors has been appointed in the
Chapter 11 case of Berry Twins, LLC.
About Berry Twins
Berry Twins, LLC sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D. Wash. Case No. 21-40030) on Jan. 8,
2021. At the time of the filing, the Debtor disclosed assets of
between $500,001 and $1 million and liabilities of the same range.
Judge Brian D. Lynch oversees the case. Jason E Anderson, Esq., at
Emerald City Law Firm, PC, is the Debtor's legal counsel.
BESTWALL LLC: Future Claimants' Rep Taps Alexander Ricks as Counsel
-------------------------------------------------------------------
Sander Esserman, the legal representative for future claimants of
Bestwall LLC, seeks authority from the U.S. Bankruptcy Court for
the Western District of North Carolina to employ Alexander Ricks
PLLC as his North Carolina counsel.
Alexander Ricks will substitute for Hull & Chandler, P.A. Hull and
Chandler's representation of the FCR was led by Felton Parrish,
Esq., who resigned from the firm and joined Alexander Ricks on Feb.
1.
Alexander Ricks will be paid at these rates:
Felton E. Parrish $475 per hour
Attorneys $250 to $495 per hour
paralegals $125 to $180 per hour
Mr. Parrish disclosed in a court filing 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:
Felton E. Parrish, Esq.
Alexander Ricks PLLC
1420 E. 7th Street, Suite 100
Charlotte, NC 28204
Tel: 980-334-2001
Fax: 704-375-8487
Email: felton.parrish@alexanderricks.com
About Bestwall LLC
Bestwall LLC -- http://www.Bestwall.com/-- was created in an
internal corporate restructuring and now holds asbestos
liabilities. Bestwall's asbestos liabilities relate primarily to
joint systems products manufactured by Bestwall Gypsum Company, a
company acquired by Georgia-Pacific in 1965. The former Bestwall
Gypsum entity manufactured joint compounds containing small amounts
of chrysotile asbestos. The manufacture of these
asbestos-containing products ceased in 1977.
Bestwall's non-debtor subsidiary, GP Industrial Plasters LLC
develops, manufactures, sells and distributes gypsum plaster
products.
Bestwall sought Chapter 11 protection (Bankr. W.D.N.C. Case No.
17-31795) on Nov. 2, 2017, in an effort to equitably and
permanently resolve all its current and future asbestos claims.
The Debtor estimated assets and debt of $500 million to $1
billion.
It has no funded indebtedness.
The Hon. Laura T. Beyer is the case judge.
The Debtor tapped Jones Day as general bankruptcy counsel, Robinson
Bradshaw & Hinson P.A. as local counsel, Schachter Harris LLP as
special litigation counsel for medicine science issues, King &
Spalding as special counsel for asbestos matters, and Bates White
LLC as asbestos consultant. Donlin Recano LLC is the claims and
noticing agent.
On Nov. 8, 2017, the U.S. bankruptcy administrator appointed an
official committee of asbestos claimants in the Debtor's case. The
committee retained Montgomery McCracken Walker & Rhoads LLP as its
legal counsel, Hamilton Stephens Steele + Martin, PLLC and JD
Thompson Law as local counsel, and FTI Consulting, Inc., as
financial advisor.
On Feb. 22, 2018, the court approved the appointment of Sander L.
Esserman as the future claimants' representative in the Debtor's
case. Mr. Esserman tapped Young Conaway Stargatt & Taylor, LLP as
his legal counsel and Alexander Ricks PLLC as his North Carolina
counsel.
BLACKSTONE MORTGAGE: Upsized Loan No Impact on Moody's Ba2 CFR
--------------------------------------------------------------
Moody's Investors Service said that Blackstone Mortgage Trust,
Inc.'s (BXMT) Ba2 corporate family rating and Ba2 senior secured
rating were unaffected by the company's decision to increase its
existing Term Loan B by $200 million. BXMT's rating outlook is
negative.
BXMT's Ba2 Term Loan B rating reflects the term loan's senior
secured position in the company's capital hierarchy and strong
collateral coverage. Moody's views the asset pledges comprising the
loan's security, which predominantly includes equity interests in
credit facilities and retained securitization interests that have
higher expected asset volatility, to be of lesser quality than the
first lien loans securing other debt. However, the pledged
collateral has a high nominal value, which Moody's expects will
provide strong coverage of the loan even if the value of the
underlying assets weakens. The proposed upsize of the Term Loan B
does not affect the existing ratings. Terms of the add-on are
consistent with those of BXMT's existing term loans.
BXMT's Ba2 CFR reflects the strength of the company's competitive
positioning in the commercial real estate lending (CRE) sector
resulting from its affiliation with The Blackstone Group L.P., and
its strong asset quality, stable profitability and low leverage.
BXMT also has a longer operating history than most rated non-bank
US CRE lenders that spans industry cycles. Credit constraints
include the company's CRE concentration inherent in its business
model and its high reliance on secured funding that encumbers its
earning assets and limits its access to the unsecured debt
markets.
BXMT's rating outlook is negative, reflecting the likely
deterioration in BXMT's asset performance and real estate values,
profitability and capital position relating to the coronavirus
pandemic. Moody's regards the coronavirus pandemic as a social risk
under its ESG framework, given the substantial implications for
public health and safety.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The negative outlook indicates that a ratings upgrade is unlikely
over the next 12-18 months. However, BXMT's ratings could be
upgraded if the company: 1) reduces its ratio of secured debt to
total assets to 45%, increases unencumbered assets and establishes
unsecured revolving borrowing capacity; 2) increases business
diversification; and 3) continues to demonstrate predictable
earnings, profitability and asset quality that compare favorably
with peers.
BXMT's ratings could be downgraded if the company: 1) shrinks the
amount of its availability under secured borrowing facilities, its
primary liquidity source; 2) sustains an increase in leverage
(debt/total equity) above 3.5x given the current portfolio mix; 3)
experiences a material deterioration in asset quality; or 4)
experiences a material weakening of profitability.
BOY SCOUTS: Challenge Period Extended to Feb. 26
------------------------------------------------
The Boy Scouts of America and Delaware BSA, LLC, the Official Tort
Claimants' Committee, the Official Unsecured Creditors' Committee,
the Future Claims Representative of the Debtors, and JPMorgan Chase
Bank, N.A., in its capacity as Prepetition Agent and Prepetition
Secured Lender, submitted their Seventh Stipulation with the U.S.
Bankruptcy Court for the District of Delaware for approval.
On April 15, 2020, the Court entered the Final Order (I)
Authorizing the Debtors to Utilize Cash Collateral Pursuant to 11
U.S.C. Section 363; (II) Granting Adequate Protection to the
Prepetition Secured Party Pursuant to 11 U.S.C. Sections 105(a),
361, 362, 363 and 507; and (III) Granting Related Relief.
Paragraph 19(ii) of the Final Order provides, among other things,
that the Challenge Period for the Challenge Parties to assert a
Challenge Proceeding as to the Debtors' Stipulations and each of
the Debtors' other admissions, agreements, and releases contained
in the Final Order in favor of the Prepetition Secured Parties is
the later of (i) July 3, 2020, (ii) such later date agreed to in
writing by the Prepetition Secured Parties in their sole
discretion, or (iii) such later date ordered by the Court for cause
shown after notice and an opportunity to be heard.
The Challenge Parties consist of the Official Tort Claimants'
Committee, the Official Unsecured Creditors' Committee, the Future
Claims Representative of the Debtors.
On July 2, 2020, the Challenge Parties and the Prepetition Secured
Parties entered into a stipulation to extend the Challenge Period
under the Final Order to September 4, 2020. The Challenge Parties
and the Prepetition Secured Parties then entered into subsequent
stipulations to extend the Challenge Period under the Final Order.
The latest stipulation extended the Challenge Period under the
Final Order to February 12, 2021.
The Parties contend that the Challenge Parties have only until the
expiration of the Challenge Period to file a Standing Motion, as to
one or both of the Debtors, with respect to a Challenge Proceeding
which, in accordance with the terms and conditions of the Final
Order, shall extend the Challenge Period and preserve the Challenge
Parties' rights under the Final Order, subject to the terms and
conditions of the Final Order. The Parties further contend that in
order to memorialize the agreement among the Challenge Parties, the
Prepetition Secured Parties and the Debtors to further extend the
Challenge Period under the Final Order, they have agreed to enter
into another Stipulation.
The Stipulation has these relevant terms:
1. Subject to paragraph 1 of the Third Stipulation, the
Challenge Period for the Challenge Parties shall be extended to
February 26, 2021; provided that, for the avoidance of doubt, other
than the extension of the Challenge Period to February 26, 2021,
for the Challenge Parties, the Final Order and Third Stipulation
remain in full force and effect and the ability of the Challenge
Parties to file a Challenge Proceeding remains subject entirely to
any and all of the limitations contained in the Final Order,
including, without limitation, the limitations in Paragraph 19
thereof, and the Third Stipulation.
2. Any further extension of the Challenge Period shall be
subject to the terms and conditions of the Final Order.
3. The Prepetition Secured Parties and the Debtors expressly
reserve all rights to object, contest, or otherwise respond to any
Challenge Proceeding or any other objection, claim, or other
assertion filed by the Challenge Parties.
4. This Stipulation will be binding and effective upon
execution by the Parties hereto. This Stipulation may not be
amended or modified without the written consent of the Parties.
This Stipulation may be executed in counterparts by facsimile or
other electronic transmission, each of which will be deemed an
original, and all of which when taken together will constitute one
document.
5. The Court will retain jurisdiction over all matters related
to this Stipulation and the Final Order.
The Official Tort Claimants' Committee is represented by:
James I. Stang, Esq.
Robert B. Orgel, Esq.
Ilan D. Scharf, Esq.
James E. O'Neill, Esq.
John W. Lucas, Esq.
PACHULSKI STANG ZIEHL & JONES LLP
919 North Market Street, 17th Floor
P.O. Box 8705
Wilmington, DE 19899
Telephone: 302-652-4100
Email: jstang@pszjlaw.com
rorgel@pszjlaw.com
ischarf@pszjlaw.com
joneill@pszjlaw.com
jlucas@pszjlaw.com
The Official Committee of Unsecured Creditors is represented by:
Kurt F. Gwynne, Esq.
Katelin A Morales, Esq.
REED SMITH LLP
1201 Market Street, Suite 1500
Wilmington, DE 19801
Telephone: 302-778-7500
Email: kgwynne@reedsmith.com
kmorales@reedsmith.com
- and -
Thomas Moers Mayer, Esq.
Rachael Ringer, Esq.
David E. Blabey, Jr., Esq.
Jennifer R. Sharret, Esq.
Megan M. Wasson, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, NY 10036
Telephone: 212-715-9100
Email: tmayer@kramerlevin.com
rringer@kramerlevin.com
dblabey@kramerlevin.com
jsharret@kramerlevin.com
mwasson@kramerlevin.com
The Future Claimants' Representative is represented by:
Robert S. Brady, Esq.
Edwin J. Harron, Esq.
Sharon M. Zieg, Esq.
Sara Beth A.R. Kohut, Esq.
YOUNG CONAWAY STARGATT & TAYLOR LLP
Rodney Square
1000 North King Street
Wilmington, DE 19801
Telephone: 302-571-6600
Email: rbrady@ycst.com
eharron@ycst.com
szieg@ycst.com
skohut@ycst.com
JPMorgan Chase Bank, National Association, as Sole Lender and
Collateral Agent is represented by:
Louis R. Strubeck, Esq.
Kristian W. Gluck, Esq.
NORTON ROSE FULBRIGHT US LLP
2200 Ross Avenue, Suite 3600
Dallas, TX 75201
Telephone: 214-855-8000
E-ail: kristian.gluck@nortonrosefulbright.com
- and -
Matthew P. Ward, Esq.
WOMBLE BOND DICKINSON (US) LLP
1313 North Market Street, Suite 1200
Wilmington, DE 19801
Telephone: 302-252-4320
Email: matthew.ward@wbd-us.com
The Boy Scouts of America and Delaware BSA, LLC is represented by:
Jessica C. K. Boelter, Esq.
WHITE & CASE LLP
1221 Avenue of the Americas
New York, NY 10020-1095
Telephone: 212-819-8200
Email: jessica.boelter@whitecase.com
- and -
Michael C. Andolina, Esq.
Matthew E. Linder, Esq.
WHITE & CASE LLP
111 South Wacker Drive, Suite 5100
Chicago, IL 60606-4302
Telephone: 312-881-5400
Email: mandolina@whitecase.com
mlinder@whitecase.com
About Boy Scouts of America
and Delaware BSA, LLC
The Boy Scouts of America -- https://www.scouting.org/ -- is a
federally chartered non-profit corporation under title 36 of the
United States Code. Founded in 1910 and chartered by an act of
Congress in 1916, the BSA's mission is to train youth in
responsible citizenship character development, and self-reliance
through participation in a wide range of outdoor activities,
educational programs, and, at older age levels, career-oriented
programs in partnership with community organizations. Its national
headquarters is located in Irving, Texas.
The Boy Scouts of America and affiliate Delaware BSA, LLC sought
Chapter 11 protection (Bankr. D. Del. Lead Case No. 20-10343) on
Feb. 18, 2020, to deal with sexual abuse claims.
Boy Scouts of America was estimated to have $1 billion to $10
billion in assets at least $500 million in liabilities as of the
bankruptcy filing.
The Debtors have tapped Sidley Austin LLP as their bankruptcy
counsel, Morris, Nichols, Arsht & Tunnell LLP as Delaware counsel,
Alvarez & Marsal North America, LLC as financial advisor, and JLL
Valuation & Advisory Services, LLC as appraiser and valuation
services provider. Omni Agent Solutions is the claims agent.
The U.S. Trustee for Region 3 appointed a tort claimants' committee
and an unsecured creditors' committee on March 5, 2020. The tort
claimants' committee is represented by Pachulski Stang Ziehl &
Jones, LLP while the unsecured creditors' committee is represented
by Kramer Levin Naftalis & Frankel, LLP.
BOYCE HYDRO: Says Plan Settlement Backed by Parties Except Class 6
------------------------------------------------------------------
Subchapter V debtors Boyce Hydro, LLC, et al., submitted a Third
Modified Joint Consolidated Chapter 11 Plan of Liquidation.
The Plan and the Settlement Agreement with the Debtors' liability
insurance carriers, which is vital to the Plan, have been
negotiated with all of the major stakeholders in the case,
including numerous affiliated entities (many of whom have been
convinced to contribute all of their assets in support of the Plan
and Settlement Agreement); Four Lakes Task Force ("FTLF"); Byline
Bank, the Debtors' secured lender ("Byline"); the Michigan
Department of Environment, Great Lakes, and Energy ("EGLE"); the
Federal Energy Regulatory Commission ("FERC"); Mark Shapiro, the
subchapter V trustee (the "Trustee"); and counsel for the various
groups of direct flooding damage claimants included in Class V
under the Plan ("Tort Claimants").
If the Settlement Motion is approved, the Liquidating Trust will be
funded with over $5 million in assets and will have the ability to
pursue litigation claims to increase the "pot."
The Plan, the Debtors understand and believe that it is or will be
supported by all groups other than the Class 6 holders of Covered
Subrogation Claims and the U.S. Trustee.
Three Classes are primarily impacted by approval of the Settlement,
and by the associated releases:
* Class 2 Byline: Byline Bank is both burdened and benefitted
by the Insurance Settlement. Specifically, it gives up the ability
to pursue the Boyce Trusts on guaranty claims (with most of the
assets of the Boyce Trusts benefitting Class 5), but it receives a
materially better recovery under the Plan / Insurance Settlement
than it would in a liquidation (and it avoids the need to pursue
the guarantees and the associated cost and time value of money).
Byline supports the Plan.
* Class 5 Tort Claimants: Tort Claimants are burdened by the
releases (though again, only the Insurer Parties and three
individuals are being released), but of course receive the much
larger benefit of receiving a material recovery from a
multi-million dollar settlement fund in a case where they would
otherwise see no recovery. The Court can take judicial notice of
the fact that the Tort Claimants have been represented in the
Chapter 11 Cases by numerous attorneys but have coalesced into two
"factions": the "Mass" group (mass tort claims) and the "Class"
group (class action claims). The Court can also take notice of the
fact that for most of the Chapter 11 Cases these groups vehemently
opposed the Settlement Agreement and Plan and are now supporting or
soon will be supporting both. What may be less apparent to the
Court is the degree to which the support from the "Mass" and
"Class" groups in and of itself will establish overwhelming support
for the Insurance Settlement and releases. Although
post-bankruptcy litigation will be needed to consolidate lawsuits
and to address class certification, if a "class" is certified it
would presumably represent all direct tort / flooding victims
within the class (other than creditors that might opt-out). The
Mass group separately already represents thousands of individual
claimants as its lead counsel has apprised the Court at prior
hearings. To think of it another way, 5,514 proofs of claim have
been filed to date. The Debtors' understand from their claims
agent that: (a) at least 3,304 of those are filed by claimants
represented by counsel within the "Mass" group (and this likely
underestimates the number materially because it omits claims filed
by at least two sets of "Mass" group attorneys) and (b) at least
296 of those are filed by claimants represented by counsel within
the "Class" group. Accordingly, approximately 65% of total proofs
of claim filed in the case are known to have been filed by the Mass
and Class groups, and again, that likely understates the actual
percentage. Moreover, since total proofs of claim include more
than just Class 5 claims (e.g., unsecured trade creditor claims,
etc.), the "Mass" and "Class" claims would of course constitute an
even higher percentage of just Class 5 claims. Finally, the Court
can take notice that no creditors in Class 5 are opposing the
Settlement Agreement and Plan. That is indicative of likely close
to unanimous support. Although Class V creditors are technically
not voting because of the structure of the Plan in these Subchapter
V Cases, the Debtors believe the Court has more than enough facts
before it to determine that Class V creditors are overwhelmingly
supportive of the Plan.
* Class 6 Subrogation Claimants: Subrogation Insurance claims
represent, by definition, a subset of the Class 5 group (i.e.,
since the claims arise where insurers paid all or parts of damage
claims asserted by holders of direct Tort Claims in Class 5). They
are burdened by the releases, and unless Class 5 Claims are paid in
full -- which the Debtors agree is not expected -- they will not
receive a recovery under the Plan. They have objected to their
treatment and are thus not supporting the Plan. For purposes of
this element, however, the Court should keep in mind that the
releases they are being "burdened" by are only releases of the
three individuals and the Settling Insurers. Nothing prevents them
from pursuing other responsible parties. The Mass and Class groups
alone represent 65% of creditors, and two out of three impacted
Classes are supporting the Settlement Agreement and Plan.
The Plan constitutes a liquidating Chapter 11 plan for the Debtors
and provides for the distribution of the Debtors' assets already
liquidated or to be liquidated over time to Holders of Allowed
Claims in accordance with the terms of the Plan. The Plan
contemplates the establishment of a Liquidating Trust, inter alia,
to implement the terms of the Plan and make distributions in
accordance therewith.
Importantly, this Plan, and many of the settlements and agreements
reflected herein, which have been the by-product of extensive
negotiations between many parties, are contingent the Insurance
Settlement Approval Order being approved contemporaneously with the
Confirmation Order. If the Insurance Settlement is not approved,
the Plan would need to be materially revised.
Liquidating Trust Assets means (i) the Fund A Assets; (b) the Fund
B
Assets; (iii) all rights of the Liquidating Trust under the Plan,
the Confirmation Order, and the Liquidating Trust Agreement; (iv)
all books and records related to the Debtors and/or their Estates
and for the avoidance of doubt, all assets of the Debtors and the
entities subject to the Non-Debtor Substantive Consolidation will
become Liquidating Trust Assets.
Fund A Assets means: (i) pursuant to and consistent with the terms
of
the Byline-Covered Claim Settlement, 70% of the net proceeds of the
Byline Causes of Action, 50% of the proceeds of other Causes of
Action, including Avoidance Actions, and $315,000 of the
Substantial Contributions; (ii) the Estate Condemnation Proceeds as
a result of the HoldCo Assignment Agreement and all other HoldCo
assets contributed pursuant to the HoldCo Assignment Agreement; and
(iii) all of the Debtors' assets other than Causes of Action,
specifically including all rolling stock and equipment.
Fund B Assets means: (i) the Applicable Policy Limits; (ii)
pursuant to and consistent with the terms of the Byline-Covered
Claim Settlement, 30% of the net proceeds of the Byline Causes of
Action, 50% of the proceeds of other Causes of Action, including
Avoidance Actions, and all Substantial Contributions other than the
$315,000 being allocated to the Fund A – Covered Claims Fund;
(ii) the right to remaining Fund A – Uncovered Claims Fund assets
as provided for in connection with the treatment of Class 7
herein.
Under the Plan, Class 4 General Unsecured Claims are impaired. As
soon as reasonably practicable after Class 2 Claim have been paid
in full from the Fund A – Uncovered Claims Fund within the
Liquidating Trust, Holders of Class 4 Claims shall receive a Pro
Rata share of the Cash proceeds of remaining Fund A Assets. As the
Byline Class 2 Claim is not expected to be paid in full, however,
Holders of Class 4 Claims are not expected to receive a recovery
under the Plan.
Class 6: Covered Subrogation Claims are impaired. Each Holder of
an Allowed Class 6 Covered Subrogation Claim shall receive its
Pro-Rata share of any and all Cash Proceeds of Fund B Assets from
the Fund B – Uncovered Claims Fund within the Liquidating Trust
after all Class 5 Claims have been paid in full. Holders of Class 6
Claims are not expected to receive a recovery under the Plan
because it is not expected that Holders of Class 5 Claims will be
paid in full.
Counsel to the Debtors:
Matthew E. McClintock, Esq.
Dan C. Curth, Esq.
GOLDSTEIN & MCCLINTOCK LLLP
111 W. Washington Street, Suite 1221
Chicago, Illinois 60602
Tel.: (312) 337-7700
Fax: (312) 277-2305
Email: mattm@goldmclaw.com
danc@goldmclaw.com
About Boyce Hydro LLC
Boyce Hydro LLC is an Edenville dam that was privately owned and
operated by Boyce Hydro Power, a company based in Edenville, which
also owned three other hydroelectric facilities.
On July 31, 2020, Boyce Hydro, LLC, and Boyce Hydro Power, LLC,
sought Chapter 11 protection (Bankr. E.D. Mich. Case No. 20-21214
and 20-21215). Boyce Hydro, LLC, and Boyce Hydro Power were each
estimated to have $10 million to $50 million in assets and $1
million to $10 million in liabilities as of the bankruptcy filing.
GOLDSTEIN & MCCLINTOCK LLP, led by Matthew E. McClintock, Esq., is
the Debtors' counsel.
BROUSSARD INVESTMENT: Unsecureds Will Get 10.5% Dividend in Plan
----------------------------------------------------------------
Broussard Investment Properties, LLC, submitted a Second Amended
Chapter 11 Subchapter V Plan.
The general premise of the Plan is that Broussard Investment will
pay secured and unsecured creditors over time using funds from the
rental and/or sale of the houses.
All of the Assets of the Reorganized Debtor, including all
furniture, fixtures, equipment, intangibles, movable property and
immovable property will revest in Broussard Investment free and
clear of any mortgage, lien, judgment and/or other encumbrances,
none of which will be recognized and maintained under this plan,
except for the mortgages contained in Classes 1-5 and 8 of this
Plan.
The Plan treats claims as follows:
* Class 1 Secured Claim of Washington State Bank is impaired.
WSB has two secured claims against the Debtor in the total
approximate amount of $882,384. This claim is secured by first
mortgages on the Debtor's houses. The Debtor will pay Washington
State Bank monthly payments in the amount of $4,873, which will be
sufficient to amortize the $882,384 secured claim in 30 years with
5.25% interest per annum.
* Class 2 Secured Claim of MC Bank is impaired. MC Bank has a
secured claim against the Debtor in the total approximate amount of
$220,656. This claim is secured by a first mortgage on the
Debtor's house. The Debtor will pay MC Bank monthly payments in
the amount of $1,388, which will be sufficient to amortize the
$220,656 secured claim in 25 years with 5.75% interest per annum.
* Class 3 Secured Claim of HomeBank is impaired. HomeBank has a
secured claim against the Debtor in the total amount of $162,433.
This claim is secured by a first mortgage on the Debtor's house.
The Debtor will pay HomeBank monthly payments in the amount of
$1,362, which will be sufficient to amortize the $162,433 secured
claim in 15 years with 5.9% interest per annum. The Debtor will
also pay $3,357 in accrued interest upon the Effective Date.
* Class 4 Secured Claim of First Guaranty Bank. First Guaranty
has a secured claim against the Debtor in the total approximate
amount of $135,904. This claim is secured by a first mortgage on
the Debtor's house. The Debtor will pay First Guaranty monthly
payments in the amount of $810.45, which will be sufficient to
amortize the $135,904 secured claim in 30 years with 5.95% interest
per annum. The first payment will be made on the Effective Date.
* Class 5 Secured Claim of Doug Ashy Building Materials, Inc. is
impaired. Doug Ashy has a claim against the Debtor in the
approximate amount of $72,155. This claim is secured by a second
mortgage on the Debtor's house. Doug Ashy's claim will be treated
as secured in the amount of $52,396. The remaining claim will be a
Class 15 unsecured claim. The Debtor will pay Doug Ashy monthly
payments in the amount of $421.20, which will be sufficient to
amortize the $52,396 secured claim in 15 years with 5.25% interest
per annum.
* Class 7 Secured Claim of Giam Properties, LLC, is impaired.
Giam has a claim against the Debtor in the approximate amount of
$18,370. This claim is secured by a second mortgage on the Debtor's
house. Giam's claim will be allowed as an unsecured claim in the
amount of $9,185 and evidenced by a new promissory note in the
names of Amanda Jane Lafleur and Steve Giambrone, Giam's members.
The note will be payable over six years with 0% interest, and
monthly installments of $127.57. The first payment will be due on
the Effective Date.
* Class 8 Secured Claim of Christine Ackal is impaired. Ackal
has a claim against the Debtor in the approximate amount of $6,075.
This claim is secured by a second mortgage on the Debtor's house.
The Debtor will pay Ackal monthly payments in the amount of $48.84,
which will be sufficient to amortize the secured claim in 10 years
with 5.25% interest per annum.
* Class 11 Second Secured Claim of OEL, Inc., is impaired. OEL
has a disputed claim against the Debtor in the approximate amount
of S 15,000 for alleged contractor's fees. This claim is allegedly
secured by a mechanic's lien on the Debtor's house. The mechanic's
lien of OEL will be canceled. OEL's claim will be disallowed in
its entirety.
* Class 12 Secured Claim of Rosewood Estates Homeowners'
Association is impaired. Rosewood has a disputed claim against the
Debtor in the approximate amount of $1,173 for alleged homeowners'
association dues. This claim is allegedly secured by a homeowners'
association lien on the Debtor's house. The Rosewood lien will be
canceled. Rosewood's claim will either be disallowed in its
entirety or allowed as a Class 15 unsecured claim.
* Class 13 Secured Claim of Sunset Heights Homeowners'
Association is impaired. Sunset has a disputed claim against the
Debtor in the approximate amount of $750 for alleged homeowners'
association dues. This claim is allegedly secured by a homeowners'
association lien on the Debtor's houses. The Sunset lien will be
canceled. Sunset's claim will either be disallowed in its entirety
or allowed as a Class 15 unsecured claim.
* Class 14 Secured Claim of Simon Estates Homeowners'
Association is impaired. Simon has a disputed claim against the
Debtor in the approximate amount of $2,550 for alleged homeowners'
association dues. This claim is allegedly secured by a homeowners'
association lien on the Debtor's houses. The Simon lien will be
canceled. Simon's claim will either be disallowed in its entirety
or allowed as a Class 15 unsecured claim.
* Class 15 Unsecured Claims. All allowed unsecured claims will
be paid a pro-rata portion of $15,000, payable at the rate of $250
per month over 60 months. If any disputed claim is allowed and not
paid by insurance proceeds, then that creditor will receive a
pro-rata share of $250.00 per month and the payments on all other
allowed claims will be reduced accordingly. Based on undisputed
non-insider unsecured claims not covered by insurance proceeds of
$199,398, these payments will result in an approximate 10.5%
dividend to unsecured creditors.
* Class 12 Membership Interests -- Adam and Anne Broussard will
retain their ownership interests in the reorganized Debtor.
Broussard Investment believes that it will have sufficient income
from the rental of its houses to make its payments to all
creditors.
A full-text copy of the Second Amended Chapter 11 Subchapter V Plan
dated February 10, 2021, is available at https://bit.ly/2ZnvsO1
from PacerMonitor.com at no charge.
Attorney for the Debtor:
TOM ST. GERMAIN
WEINSTEIN & ST. GERMAIN, LLC
1414 NE EVANGELINE THWY
LAFAYETTE, LA 70501
PHONE: (337)235-4001
FAX: (337)235-4020
About Broussard Investment Properties
Broussard Investment Properties, LLC, owner of 9 single-family
houses located in Lafayette, St. Martin, and St. Landry Parishes,
in Louisiana, filed its voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. W.D. La. Case No. 20-50665) on
Sep. 4, 2020. The petition was signed by Adam Broussard, member.
At the time of filing, the Debtor disclosed $1,571,744 in assets
and $1,741,195 in liabilities. Tom St. Germain, Esq., at Weinstein
& St. Germain, LLC, is the Debtor's legal counsel.
CALIFORNIA STATEWIDE: Moody's Hikes Ser. 2002A Bonds to Ba1
-----------------------------------------------------------
Moody's Investors Service has upgraded the ratings of four tranches
in the tobacco settlement revenue securitization issued by
California Statewide Financing Authority.
The complete rating actions are as follows:
Issuer: California Statewide Financing Authority (Pooled Tobacco
Securitization Program) , Series 2002
Ser. 2002A Term Bonds 1, Upgraded to A3 (sf); previously on Aug 1,
2018 Upgraded to Baa1 (sf)
Ser. 2002A Term Bonds 2, Upgraded to Ba1 (sf); previously on Jul
26, 2016 Upgraded to Ba2 (sf)
Ser. 2002B Term Bonds 1, Upgraded to A3 (sf); previously on Aug 1,
2018 Upgraded to Baa1 (sf)
Ser. 2002B Term Bonds 2, Upgraded to Ba1 (sf); previously on Jul
26, 2016 Upgraded to Ba2 (sf)
RATINGS RATIONALE
The upgrade actions are primarily driven by further deleveraging
and the availability of cash reserves. In addition to the factors
discussed above, the rating actions are generally driven by future
projections of cigarette shipment volume declines, which is
estimated to be 3-5% in the next five years.
There is a risk of continued shifts in attitudes towards smoking,
as well as further regulation. Tobacco settlement ABS are exposed
to social risks that reduce cigarette consumption, lowering the
revenue available to repay tobacco bonds. Factors that could
accelerate such declines are further changes in demographics and
shifts in social attitudes towards smoking. Such trends could also
result in further regulation that restricts tobacco use.
Furthermore, the marketing of new products that are currently less
regulated could expose tobacco companies, who are the obligors in
the transactions, to litigation risk. However, because regulation
takes several years to come into effect, Moody's view this as a
moderate risk at this stage.
Exposure to these identified social risks is broadly manageable, or
could be material to the credit quality the bonds in the medium to
long term (five or more years). However, it may be less certain
that the identified risks will develop in a way that is material to
bond ratings. These identified risks have been taken into account
in the analysis of the ABS.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
corporate assets from the current weak U.S. economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around Moody's forecasts is unusually high.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was "Tobacco
Settlement Revenue Securitizations Methodology" published in May
2020.
Factors that would lead to an upgrade or downgrade of the ratings:
Up
Moody's could upgrade the ratings if the annual rate of decline in
the volume of domestic cigarette shipments decreases, if future
arbitration proceedings and subsequent recoveries for settling
states become more expeditious than they currently are, or if
additional settlements are entered into which benefit the bonds.
Down
Moody's could downgrade the ratings if the annual rate of decline
in the volume of domestic cigarette shipments increases, if
subsequent recoveries from future arbitration proceedings for
settling states take longer than Moody's assumption of 15-20 years,
if an arbitration panel finds that a settling state was not
diligent in enforcing a certain statute which could lead to a
significant decline in cash flow to that state, or if additional
settlements are entered into which reduce the cash flow to the
bonds.
CANAL CORP: March 24 Hearing on WTM Plan Set
--------------------------------------------
WTM I Company ("WTM") filed a motion for entry of an order
approving its Disclosure Statement, and establishing procedures for
solicitation and tabulation of votes to accept or reject its Plan.
Judge Keith L Phillips has entered an order that the Disclosure
Statement of WTM, is approved, and any objections to the adequacy
of the information contained in the Disclosure Statement not
otherwise consensually resolved are overruled.
A hearing will be held on March 24, 2021, at 11:00 a.m. (prevailing
Eastern Time), at the United States Bankruptcy Court for the
Eastern District of Virginia, 701 East Broad Street, Room 5100,
Richmond, Virginia 23219, or as soon thereafter as counsel may be
heard, to consider confirmation of the Plan.
Any objection, comment or response to confirmation of the Plan must
be in writing, filed and served on or before March 17, 2021, at
4:00 p.m. (prevailing Eastern Time).
All gallots must be properly executed, completed and delivered to
the Balloting Agent on or before March 17, 2021, at 5:00 p.m.
(prevailing Pacific Time), unless extended by WTM.
WTM shall mail or caused to be mailed to the Voting Parties no
later than February 17, 2021, a solicitation package.
Attorneys for debtor WTM I Company:
Jason W. Harbour
Eric W. Wilson
HUNTON ANDREWS KURTH LLP
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
Telephone: (804) 788-8200
Telecopier: (804) 788-8218
About Canal Corp.
Headquartered in Richmond, Virginia, Chesapeake Corporation
supplies specialty paperboard packaging products in Europe and an
international supplier of plastic packaging products to niche
end-use markets. The Company has 44 locations in Europe, North
America, Africa and Asia.
Chesapeake and 18 affiliates filed Chapter 11 petitions (Bankr.
E.D. Va. Lead Case No. 08-336642) on Dec. 29, 2008. Lawyers at
Hunton & Williams LLP represent the Debtors. Chesapeake tapped
Alvarez and Marsal North America LLC, and Goldman Sachs & Co. as
financial advisors. Tavenner & Beran PLC served as conflicts
counsel and Hammonds LLP as special counsel. Kurtzman Carson
Consultants LLC serves as claims agent. Lawyers at Greenberg
Traurig LLP represented the Official Committee of Unsecured
Creditors.
* * *
In May 2009, Chesapeake sold its assets to entities controlled by
Irving Place Capital Management, L.P. and Oaktree Capital
Management, L.P. and, following a competitive bidding process which
produced no competing bids. The purchase price was about $485
million. The Debtor was renamed to Canal Corp., following the
sale.
On April 1, 2011, the Bankruptcy Court entered an order confirming
the Second Amended Joint Plan of Liquidation of Canal Corporation
and certain of its affiliated debtors.
On June 16, 2011, the Bankruptcy Court entered a final decree which
closed the chapter 11 cases of all but three of the Canal Plan
Debtors, namely, Canal Corporation (f/k/a Chesapeake Corporation),
Canal NC Company (f/k/a Chesapeake Printing and Packaging Company),
and Canal NY Company, Inc. (f/k/a Chesapeake Pharmaceutical
Packaging Company, Inc.). The chapter 11 cases of Canal Corp., et
al. whose cases were not closed by such final decree remain open.
CARETRUST REIT: Fitch Publishes 'BB+' IDR, Outlook Stable
---------------------------------------------------------
Fitch Ratings has published CareTrust REIT, Inc.'s (CTRE) and its
operating partnership, CTR Partnership L.P.'s Long-Term Issuer
Default Ratings (IDRs) of 'BB+'. Fitch has also published CTR
Partnership L.P.'s senior unsecured ratings of 'BB+'. The Outlooks
are Stable.
CTRE is a healthcare REIT whose portfolio includes skilled nursing
facilities (SNFs; 73% of rent at December 31, 2020), multi-service
campuses (13%) and senior housing facilities (14%). The 'BB+'
ratings and Stable Outlook reflect the issuer's strong financial
metrics, high operator lease coverage and unsecured borrowing
strategy. These strengths are partially offset by the company's
notable tenant concentration and focus on SNF, its mixed track
record in underwriting, and below-average access to capital.
The ratings and Outlook also reflect Fitch's view that CTRE's
long-term rental income risk profile, primarily generated from SNFs
has been largely unchanged by the coronavirus pandemic.
KEY RATING DRIVERS
High Quality Tenant Balances Concentration: CTRE has diversified
its portfolio, acquiring 153 properties since its spin-off from The
Ensign Group, Inc. (Ensign) in 2014. However, Ensign still
represents around 28% of rental revenues as of Dec. 31, 2020 and
Fitch expects additional acquisitions to drive the exposure to the
former parent to the mid-20% range by 2023. Ensign's strong credit
profile and healthy lease coverage balance the tenant concentration
risk (EBITDAR coverage excluding CARES Act grants was 3.72x for the
six months ended September 30, 2020).
Overall, the top five tenants make up around 66% of rental revenues
as of Dec. 31, 2020, which is a significant concentration for a
healthcare REIT. A deterioration in the ability of one or more of
these major tenants to honor their leases could have a material
impact on CTRE's credit quality.
Diversification a Net Positive: Fitch views CTRE's efforts to
improve tenant diversification efforts as a net credit positive,
notwithstanding generally weaker coverage for new tenants and some
initial operator selection missteps. Reducing its exposure to
Ensign has reduced company-specific counterparty risk. However, new
leases have been at lower coverage ratios, implying less cash flow
to honor rental payments. Moreover, CTRE is still establishing its
track record in underwriting and managing a portfolio of non-Ensign
counterparties.
Healthy Lease Coverage: Pre-pandemic portfolio EBITDAR coverage
dropped as low as 1.7x in 2Q17 from around 1.9x in mid-2015, but
recovered to around 1.9x in 1Q20 before the effects of the
pandemic, in part due to recent lease amendments and sale of
troubled assets. Portfolio coverage has actually increased slightly
throughout the pandemic to 2.0x at 3Q20, as many of CTRE's
operators were able to claim higher Medicare reimbursements for the
care of Covid-19 positive patients. Coverage including government
grants meant to support operators amid the pandemic was around 2.3x
(amortizing CARES Act grants over 15-month period).
Ensign's lease coverage has grown steadily to over 3.5x by 3Q20,
from 1.9x at the 2014 CTRE spin-off. Fitch estimates that Ensign's
strong coverage metrics contribute to healthy lease coverage for
CTRE that exceeds most higher-rated healthcare REIT peers. However,
excluding Ensign properties, Fitch estimates coverage for the
remaining portfolio at roughly 1.3x at 3Q20, which is more in line
with peers. This metric has deteriorated for the entire triple-net
lease senior housing and SNF sectors in recent years due to
softening volumes, labor cost pressures and contractual rent
escalators.
Mixed Underwriting Track Record: CTRE encountered some challenges
related to new tenant operators in late-2019 and early-2020. In
3Q19, CTRE transitioned several troubled SNFs operated by Trillium
Healthcare Group and cut Trio Healthcare's rent. Trillium and Trio
have been working to stabilize operations of Ohio-based assets
previously operated by Pristine Senior Living since 2017-18. In
addition, in 1Q20 CTRE sold six SNFs formerly leased to Metron
Integrated Health Systems after the tenant stopped paying rent in
response to an assessment of overpayment in Medicaid funds by the
State of Michigan. CTRE had purchases the Metron assets in
early-2018.
Long-Term Rental Income Risk Unchanged: Fitch takes a
through-the-cycle approach to its ratings and views the long-term
rental income risk profile of REITs' skilled nursing portfolios as
largely unchanged by the coronavirus pandemic. Occupancy rates have
declined meaningfully since 1Q20, but Fitch believes that SNFs
retain their place in the continuum of care in the U.S. healthcare
system. Fitch believes sufficient volumes of need-driven and
complex post-acute care will continue to be best delivered in a SNF
setting. Fitch considers the current declines in occupancy rates
temporary, and expect an eventual restoration of operating
fundamentals.
SNF profitability has been challenged since the onset of the
pandemic, as occupancy declined and operating expenses have
increased. Occupancy declines have primarily been driven by
decelerations in move-ins (in particular due to fewer elective
surgeries) and stable move-outs. Caring for Covid-19 patients has
provided some reprieve, as these are reimbursed by higher Medicare
and private insurance rates. However, higher operating expenses are
mostly associated with personal protective equipment, overtime
hours, HERO bonuses, and hiring higher-cost agency/temporary staff
to fill labor shortages.
Lease-coverage ratios for skilled nursing portfolios were under
pressure for much of the past decade due to changes to Medicare
reimbursement rates (i.e. a large one-time reduction and modest
growth thereafter), patients' and payors' focus on shifting care to
lower cost settings and growth in labor expenses and contractual
rent escalators. Operators' coverage and FCF profiles generally had
limited cushion to withstand a shock as severe as the pandemic.
Fitch notes that prior to the pandemic, the outlook for operators
was incrementally more positive than it had been due to Medicare
rate increases, the PDPM program that would reduce administrative
costs and facilitate economies of scale in delivering therapy, and
the long-term demographic tailwind. However, these modest
improvements did not materialize sufficiently to offset the
pandemic's immediate impact.
Rent Reductions Likely: There is significant uncertainty about the
speed of a recovery in tenant profitability. The extent of
government aid to SNFs has far exceeded Fitch's expectations at the
onset of the pandemic and has been the main driver of healthcare
REIT's high rent-collection rates from their SNF portfolios.
Similarly, various government programs, including forgivable loans
under the Paycheck Protection Program and CARES Act grants, which
exclude purely independent living facilities, have provided
liquidity to senior housing operators.
Fitch does not assume any incremental government relief beyond what
has been committed to date. This heightens the risk that some
operators might require significant rent relief before occupancy
and consequently underlying cashflows recover to pre-coronavirus
levels. Since leases tend to be the largest form of financing and
one of the largest expenses for operators, REITs are an obvious
partner to provide relief if government funding runs out before
underlying cashflows rebound to pre-coronavirus levels.
Meaningful Leverage Headroom: Fitch expects CTRE to operate with
leverage in the 4x-5x range through the cycle, which is consistent
with the company's public financial policy. CTRE net debt to
recurring operating EBTIDA was 3.3x for the year ending Dec. 31,
2020, resulting in ample headroom to make debt-funded acquisitions
and absorb possible rent reductions, while maintaining leverage
below Fitch's 5.0x negative rating sensitivity.
Fitch expects the coronavirus pandemic to exacerbate financial
issues for weaker tenants, which could accelerate lease amendments
and rent reductions. Fitch's rating case for the company assumes
that one-third of operators will need permanent rent cuts of around
one-third to stabilize rents in the long term, which is equal to a
permanent rent reduction of 10% starting in 2021. Notably, CTRE
derived roughly 29% of pre-pandemic rents and 28% of 4Q20 rents
from tenants with EBITDAR coverage ratios of 1.0x or lower
(excluding CARES Act grants).
Fitch's rating case projections also assume temporary, one-time
rent relief of 4% of 2021 revenues, as the remaining SNF and senior
housing operators' (excluding Ensign Group underlying net operating
income recovers to pre-pandemic levels.
Less Established Capital Access: Fitch views CTRE's relative access
to capital to be less established than higher-rated REIT peers,
notwithstanding its demonstrated access to the capital markets
through several common stock offerings, at-the-market programs, and
a public bond offering.
The issuer refinanced its credit facility in early 2019 with
improved pricing and larger capacity for both its revolver and term
loans, and refinanced its unsecured notes in 2017. Demonstrating
consistent and appropriate access to a variety of different capital
sources is a hallmark of higher rated REIT issuers.
Recovery Ratings: In accordance with Fitch's Recovery Rating (RR)
methodology, Fitch rates the CTRE's senior unsecured debt at
'BB+'/'RR4', which is in line with the company's IDR. The 'RR4'
reflects average recovery prospects in a distressed scenario.
DERIVATION SUMMARY
CTRE's ratings reflect its strong financial metrics, above-average
operator lease coverage, and unsecured borrowing strategy. These
strengths are partially offset by below-average capital access,
regional and tenant concentration, the issuer's focus on SNF, and
an immature debt capital stack given debt maturity concentrations.
Relative to its SNF-focused peers Sabra Health Care REIT Inc.
(SBRA; BBB-/Stable) and Omega Healthcare Investors Inc. (OHI;
BBB-/Stable), CTRE has a comparable leverage policy and Fitch's
ratings are based on the issuer's policy, not current leverage
given its public comments about the long-term capitalization. CTRE
also has less established access to capital than investment grade
healthcare REITs.
CTRE has a higher tenant concentration than its peers, which is
partially offset by Ensign's robust coverage metrics. While the
Ensign assets contribute to overall healthy portfolio lease
coverage, Fitch believes this obscures the average performance of
non-Ensign properties. CTRE has sought to diversify via
acquisitions. However, CTRE's underwriting performance may be
weaker than peers considering the continued underperformance of
some non-Ensign properties. CTRE's SNF exposure is a credit concern
due to sector headwinds and is comparable with SBRA but lower than
OHI.
CTRE is comparable with National Healthcare Investors Inc. (NHI;
BBB-/Stable) in size, as a smaller cap health-care REIT. However,
NHI has a more diversified portfolio across property types and
tenants and CTRE's exposure to SNFs is approximately twice that of
NHI. Both REITs stand out for their above-average lease coverage
ratios, maintain 4-5x leverage targets, and have long-dated but
concentrated maturity profiles.
Ventas, Inc. and Welltower Inc. (both BBB+/Negative), along with
Healthpeak Properties, Inc. (BBB+/Stable) are rated higher than
narrowly focused healthcare REIT peers, due to the issuers'
diversified and high- quality portfolios, conservative financial
policies and above-average access to capital.
Healthcare Realty Trust Inc.'s (BBB+/Stable) and Physicians Realty
Trust's (BBB/Stable) medical office building portfolios benefit
from highly durable operating cash flows that are strengthened by
secular tailwinds. This positively differentiate them from CTRE's
SNF and senior housing portfolio, which face significant
challenges.
Fitch links and synchronizes the IDRs of the parent REIT and
subsidiary operating partnership due to the entities operating as a
single enterprise with strong legal and operational ties. No
Country Ceiling or operating environment aspects affect the
rating.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Annual CPI-based rent escalators lead to slightly positive
same-store net operating income growth through the forecast
horizon;
-- Contractual annual rent escalators for the triple-net
portfolio based on the CPI through 2023;
-- A coronavirus reserve for permanent rent reductions within
operating EBITDA equal to around 10% of rental revenues
starting in 2021;
-- Fitch assumes one-time cash rent relief will equal around 4%
of rental revenues in 2021, 50% repaid in 2022;
-- Equity proceeds of $25 million - $50 million annually in 2021
2023;
-- Bond issuances of $300 million in 2022, respectively, to pay
for acquisitions and revolver balance. Assumes draw on
revolver for cash needs on the margin.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's expectation of CTRE demonstrating long-term cash flow
stability from its underwritten acquisitions and ability to
manage troubled tenants through the cycle;
-- Fitch's expectation of CTRE demonstrating more established
access to capital comparable with investment grade-rated
peers;
-- Fitch's expectation of CTRE continuing to diversify its
property base reducing tenant and industry concentration
without changing its credit profile;
-- Revision of publicly committed leverage targets to 3x-4x and
sustained adherence to this.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Should the impact of the coronavirus pandemic be so severe or
the recovery so muted that Fitch no longer expects a timely
restoration of credit metrics;
-- Further pressure on operators through legislation revisions
that result in lower coverages or other changes in regulatory
framework;
-- Further secular pressure that results in a reduction in demand
and/or profitability for operator services;
-- Fitch's expectation of net debt to recurring operating EBITDA
sustaining above 5.0x;
-- Fitch's expectation of REIT fixed-charge coverage (recurring
operating EBITDA adjusted for straight line rents and
maintenance capex relative to interest and preferred
dividends) sustaining below 2.5x.
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
Long-Dated, Concentrated Maturities Drive Strong Liquidity: CTRE's
liquidity is strong for the rating due to the absence of near-term
funding obligations including (re)development through Dec. 31,
2022. The issuer maintains $550 million capacity on its $600
million unsecured revolving credit facility (RCF) at Dec. 31, 2020
and has a manageable debt maturity profile with no near-term
maturities. A long-dated yet concentrated debt maturity is somewhat
common for smaller REITs and results greater bullet maturity risk
in the later years. The company's RCF matures in 2024 (9% of total
debt; assuming the company exercises two six-month extension
options), its unsecured notes in 2025 (55% of total debt), and its
term loan in 2026 (36% of total debt).
Appropriate Contingent Liquidity: Fitch considers CTRE's contingent
liquidity to be appropriate for the rating, as the issuer owns all
of its properties and has no mortgage loans outstanding, leaving
the entire portfolio unencumbered. Fitch estimates that
unencumbered assets cover unsecured net debt (UA/UD) by 3.2x using
a stressed cap rate at June 30, 2020. This contingent liquidity
allows the company to encumber its assets during periods of
liquidity stress and access the secured mortgage market to service
its debt maturities. However, Fitch expects that if the company
operated within its stated leverage policy range, UA/UD coverage
would decline towards 2.0x, which is typical of investment grade
REITs.
The continued financeability of a REIT's real estate is a core
tenet of REIT ratings due to the expectation that a REIT can and
would encumber properties to repay unsecured maturities if the
unsecured market was not accessible. CTRE's skilled nursing and
senior housing facilities benefit from access to more durable
government-sponsored mortgage financing in addition to the more
pro-cyclical bank mortgage and CMBS market despite the operator
challenges. This relative strength differentiates the ratings of
healthcare REITs from B-mall operators, who have seen access to
unsecured and secured markets deteriorate.
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.
CARLA'S PASTA: Seeks Expedited Hearing on Bid Procedures for Assets
-------------------------------------------------------------------
Carla's Pasta, Inc., and Suri Realty, LLC, ask the U.S. Bankruptcy
Court for the District of Connecticut to consider their bidding
procedures relating to the auction sale of substantially all assets
on an expedited basis.
The Court previously scheduled matters in the prior pending case of
Suri Realty, LLC for Feb. 25, 2021, at 10:00 a.m. Subject to the
Court's availability, combining proceedings relating to the
Debtors' cases on the Hearing Date will promote judicial economy
and reduce the Debtors’ administrative expenses.
It is critical to the success of these Chapter 11 Cases to consider
the Sale Procedures Motion on an expedited basis in order to
establish a clear sale process that meets the transaction timeline
recommended by Cowen and Co., LLC and is required as a condition to
continued use of cash collateral. Further, the Sales Procedures
Motion is a procedural motion and seeks to schedule a sale hearing
after sufficient notice of sale and a competitive auction process.
Finally, authorizing the Debtors to offer bid protections to a
stalking horse sufficiently in advance of the Stalking Horse
Deadline will potentially enhance the value of their assets by
increasing interest in their assets and in the auction process.
Thus, the Debtors submit that there is sufficient cause to justify
shortening the notice period for a hearing on the Sale Procedures
Motion.
Accordingly, the Debtors ask that a hearing on the Sale Procedures
Motion be scheduled for the Hearing Date, or at the Court's next
convenience. They also ask that the Court establishes a response
deadline of Feb. 23, 2021 at 4:00 p.m., and require that any
response to the Sale Procedures Motion be served upon the Notice
Parties by the Response Deadline.
Notice of the Motion will be provided to the Notice Parties.
A copy of the Proposed Bid Procedures Order is available at
https://tinyurl.com/58xlh5du from PacerMonitor.com free of charge.
About Carla's Pasta
Carla's Pasta was founded in 1978 by Carla Squatrito and is a
family-owned and operated business and is headquartered in South
Windsor, Connecticut. Carla's Pasta manufactures high-quality
food
products including pasta sheets, tortellini, ravioli, and steam
bag
meals for branded and private label retail, foodservice
distributors, and restaurant Carla's Pasta's stock is held by
members of the Squatrito family.
On Dec. 31, 2016, Carla's Pasta acquired 100% of Suri Realty,
LLC's
membership interests. Suri's business is limited to the ownership
of two adjoining parcels of real property with an address of 50
Talbot Lane, South Windsor, Connecticut, and 280 Nutmeg Road,
South Windsor, Connecticut.
Carla's Pasta operates its business from an approximately
150,000-sq. ft. BRC+ certified production facility.
On Oct. 29, 2020, an involuntary petition for relief under Chapter
7 of the Bankruptcy Code was filed against Suri by the Dennis
Group, HJ Norris, LLC, Renaissance Builders, Inc., and Elm
Electrical, Inc. On Dec. 17, 2020, the Court approved Suri's
request and converted the involuntary Chapter 7 case to a Chapter
11.
Carla's Pasta filed a Chapter 11 petition (Bankr. D. Conn. Case
No.
21-20111) on Feb. 8, 2021. The Debtor estimated assets of $10
million to $50 million and liabilities of $50 million to $100
million.
The law firm of Locke Lord LLP is the Debtors' counsel. Cowen &
Co
is the Debtors' investment banker. Sandeep Gupta of Nova Advisors
is the Debtors' CRO.
CARLA'S PASTA: Sets Bid Procedures for Substantially All Assets
---------------------------------------------------------------
Carla's Pasta, Inc., and Suri Realty, LLC, ask the U.S. Bankruptcy
Court for the District of Connecticut to authorize the bidding
procedures relating to the auction sale of substantially all
assets.
The Debtors determined it was in the best interests of their
creditors to engage an investment banker to market the Assets for
sale or other strategic transaction. They interviewed several
reputable investment bankers with expertise in the food industry
market and selected Cowen and Co., LLC, subject to the Court's
approval, to represent them in their sale efforts.
The Debtors believes a prompt sale of the Assets represents the
best option available for all stakeholders. To that end, they
propose the following timeline in connection the Bidding Procedures
Order:
a. Delivery of Sale Notice - Two days after entry of Bidding
Procedures Order
b. Delivery of Cure and Possible Assumption and Assignment
Notice - Seven days after entry of Bidding Procedures Order
c. Stalking Horse Bid Deadline - March 2, 2021
d. Stalking Horse Designation - March 13, 2021
e. Contract Assignment Objection Deadline - April 12, 2021, at
4:00 p.m. (ET)
f. Sale Objection Deadline - April 12, 2021, at 4:00 p.m. (ET)
g. Bid Deadline - April 12, 2021, at 4:00 p.m. (ET)
h. Delivery of Assignment Notices - April 16, 2021
i. Sale Hearing - The week of April 19, 2021
To optimally and expeditiously solicit, receive, and evaluate bids
in a fair and accessible manner, the Debtors have developed and
proposed the Bidding Procedures. The Bidding Procedures were
developed to permit an expedited sale process, to promote
participation and active bidding, and to ensure that the Debtors
receive the highest or otherwise best offer for the Assets.
The salient terms of the Bidding Procedures are:
a. Assets to be Sold - Substantially all of the Debtors'
assets, free and clear of liens, claims, encumbrances, or any other
interests.
b. Known Lien Holders: The Lenders assert a blanket lien on
the Assets - The Dennis Engineering Group, LLC and Elm Electrical,
Inc.
c. Bid Deadline: April 12, 2021
d. Deposit: 7.5% of the proposed purchase price
e. Initial Overbid Amount: Any Bid submitted in competition
with any Stalking Horse Bid must propose a purchase price equal to
the purchase price under the Stalking Horse Agreement, plus at
least (i) the amount of any Break-Up Fee in the Stalking Horse
Agreement; (ii) the amount of any Expense Reimbursement in the
Stalking Horse Agreement; and (iii) $100,000.
f. Bidding Increments: $100,000
g. Credit Bidding: Upon notice to the Debtors by the Bid
Deadline of their intention to participate in the Auction and
potentially credit bid, the Agent of the Lenders may participate in
the Auction and may credit bid at any time up to the conclusion of
the Auction.
h. Auction: If one or more Qualified Bids are received by the
Bid Deadline (April 12, 2021), the Debtors are requesting the
authority to conduct an Auction on April 15, 2021 to select the
Successful Bid.
On or within two business days after entry of the Bidding
Procedures Order, the Debtors will cause the Sale Notice.
To facilitate and effectuate the sale, the Debtors are asking
authority to assign the Contacts to the Successful Bidder to the
extent required by such Successful Bidder.
The Debtors and their professionals have been, and will continue to
market the Assets prior to the Auction. During the marketing
process, the Debtors reserve the right to enter into a Stalking
Horse agreement with a bidder if they believe that such an
Agreement will further the purposes of the Auction by, among other
things, enticing value-maximizing bids. Cowen commenced its
marketing process in early January 2021. Based on the initial
indication of interest, the Debtors have determined to proceed with
an efficient sale of substantially all of their Assets inside of
these Chapter 11 Cases.
Accordingly, the Debtors ask authority to offer a Stalking Horse
Bidder any or all of the following protection as part of a Stalking
Horse Agreement:
a. a break-up fee in an amount to be determined by the
Debtor, not to exceed 3% of the total purchase price offered by the
Stalking Horse Bidder in the Stalking Horse Agreement;
b. reimbursement of the Stalking Horse Bidder's reasonable and
actual fees and expenses incurred as the Stalking Horse Bidder up
to $150,000; and
c. the requirement that any Qualified Bid submitted in
competition with any Stalking Horse Bid be in the amount of at
least the Initial Overbid Amount.
After the Auction, and during the Sale Hearing, the Debtors will
ask the entry of an order, in a form that will be submitted to the
Court in advance thereof:
a. authorizing and approving the Sale of the Assets to the
Successful Bidder (as defined in the Bidding Procedures) on the
terms substantially set forth in the Successful Bid;
b. authorizing and approving the Sale of substantially all of
the Assets free and clear of liens, claims, encumbrances, and other
interests to the extent set forth in the Successful Bid;
c. authorizing the assumption and assignment of the Assigned
Contracts; and
d. granting related relief.
To maximize the value received from the Assets, the Debtors propose
to close the Sale as soon as possible after the Sale Hearing.
Accordingly, they ask that the Court waives the 14-day stay periods
under Bankruptcy Rules 6004(h) and 6006(d).
A copy of the Proposed Bid Procedures Order is available at
https://tinyurl.com/58xlh5du from PacerMonitor.com free of charge.
About Carla's Pasta
Carla's Pasta was founded in 1978 by Carla Squatrito and is a
family-owned and operated business and is headquartered in South
Windsor, Connecticut. Carla's Pasta manufactures high-quality
food
products including pasta sheets, tortellini, ravioli, and steam
bag
meals for branded and private label retail, foodservice
distributors, and restaurant Carla's Pasta's stock is held by
members of the Squatrito family.
On Dec. 31, 2016, Carla's Pasta acquired 100% of Suri Realty,
LLC's
membership interests. Suri's business is limited to the ownership
of two adjoining parcels of real property with an address of 50
Talbot Lane, South Windsor, Connecticut, and 280 Nutmeg Road,
South Windsor, Connecticut.
Carla's Pasta operates its business from an approximately
150,000-sq. ft. BRC+ certified production facility.
On Oct. 29, 2020, an involuntary petition for relief under Chapter
7 of the Bankruptcy Code was filed against Suri by the Dennis
Group, HJ Norris, LLC, Renaissance Builders, Inc., and Elm
Electrical, Inc. On Dec. 17, 2020, the Court approved Suri's
request and converted the involuntary Chapter 7 case to a Chapter
11.
Carla's Pasta filed a Chapter 11 petition (Bankr. D. Conn. Case
No.
21-20111) on Feb. 8, 2021. The Debtor estimated assets of $10
million to $50 million and liabilities of $50 million to $100
million.
The law firm of Locke Lord LLP is the Debtors' counsel. Cowen &
Co
is the Debtors' investment banker. Sandeep Gupta of Nova Advisors
is the Debtors' CRO.
CARNIVAL CORP: Moody's Puts B1 CFR Under Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed the ratings of Carnival
Corporation (along with Carnival plc "Carnival") on review for
downgrade including its B1 corporate family rating, B1-PD
probability of default rating, Ba2 first lien senior secured
rating, B1 second lien secured rating, and existing B2 senior
unsecured rating. At the same time, Moody's assigned a B2 to the
company's planned $2 billion senior unsecured note issuance.
Carnival's speculative grade liquidity rating of SGL-2 is
unchanged.
Proceeds from the planned $2 billion unsecured note issuance will
be used to refinance upcoming maturities.
"The review for downgrade will focus on the timeline for Carnival
to return to service, the potential to ramp up operations in a
meaningful way in 2021, and the resulting impact to its liquidity,"
stated Pete Trombetta, Moody's lodging and cruise analyst. Moody's
does not expect US cruise operations will be able to resume until
there are indications that the coronavirus spread is slowing.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continues to
disrupt the cruise sector. Moody's analysis has considered the
effect on the performance of Carnival from the ongoing travel
restrictions in the US and other global regions, the current weak
US economic activity and a gradual recovery for the coming months.
Although an economic recovery is underway, it is tenuous and its
continuation will be closely tied to containment of the virus. As a
result, the degree of uncertainty around Moody's forecasts is
unusually high. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety.
On Review for Downgrade:
Issuer: Carnival Corporation
Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD
Corporate Family Rating, Placed on Review for Downgrade, currently
B1
Senior Unsecured Shelf, Placed on Review for Downgrade, currently
(P)B2
Senior Secured 1st Lien Bank Credit Facility, Placed on Review for
Downgrade, currently Ba2 (LGD2)
Senior Secured 1st Lien Regular Bond/Debenture, Placed on Review
for Downgrade, currently Ba2 (LGD2)
Senior Secured 2nd Lien Regular Bond/Debenture, Placed on Review
for Downgrade, currently B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B2 (LGD5)
Issuer: Carnival plc
Senior Secured Shelf, Placed on Review for Downgrade, currently
(P)B2
Senior Secured 1st Lien Regular Bond/Debenture, Placed on Review
for Downgrade, currently Ba2 (LGD2)
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B2 (LGD5)
Issuer: Long Beach (City of) CA
Senior Secured Revenue Bonds, Placed on Review for Downgrade,
currently Ba2 (LGD2)
Assignments:
Issuer: Carnival Corporation
Senior Unsecured Regular Bond/Debenture, Assigned B2 (LGD5);
Placed Under Review for further Downgrade
Outlook Actions:
Issuer: Carnival Corporation
Outlook, Changed To Rating Under Review From Negative
Issuer: Carnival plc
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Carnival's credit profile is supported by its good liquidity given
its significant cash balances and Moody's view that over the long
run, the value proposition of a cruise vacation relative to
land-based destinations, as well as a group of loyal cruise
customers, supports a base level of demand once health safety
concerns have been effectively addressed. The company also benefits
from its position as the largest worldwide cruise line in terms of
revenues, fleet size and number of passengers carried, with
significant geographic and brand diversification. In the short run,
Carnival's credit profile will be dominated by the length of time
that cruise operations continue to be suspended, the path forward
to resuming service and the resulting impact on the company's cash
consumption, liquidity and credit metrics. The normal ongoing
credit risks include Carnival's near term extremely high leverage,
the highly seasonal and capital intensive nature of cruise
companies, competition with all other vacation options, and the
cruise industry's exposure to economic and industry cycles as well
as weather related incidents and geopolitical events. Moody's
expect Carnival's leverage will exceed 6.0x for at least the next
two years.
Prior to the review for downgrade, the factors that could lead to a
downgrade include if the company's liquidity weakened in any way or
if the recovery in cruising activity is delayed beyond our base
assumptions which include a resumption of US cruising in the first
half of 2021 with capacity days reaching at least 65% of their 2019
levels and occupancy reaching at least 70% by the second quarter
with continued improvement from there. The ratings could also be
downgraded if there are indications that the company is not on a
path to restoring leverage to a sustainable level. The outlook
could be revised to stable if the impacts from the spread of the
coronavirus stabilizes and cruise operations resume at a level that
enables the company to maintain debt/EBITDA below 5.5x. Ratings
could be upgraded if the company is able to maintain leverage below
4.5x with EBITA/interest expense of at least 3.0x.
Carnival Corporation and Carnival plc own the world's largest
passenger cruise fleet operating under multiple brands including
Carnival Cruise Line, Holland America, Princess Cruises, AIDA
Cruises, Costa Cruises, and P&O Cruises, among others. Carnival
Corporation and Carnival plc operate as a dual listed company.
Headquartered in Miami, Florida, US and Southampton, United
Kingdom. Annual net revenues for fiscal 2019 were approximately $16
billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CARNIVAL CORPORATION: Egan-Jones Lowers Sr. Unsecured Ratings to B
------------------------------------------------------------------
Egan-Jones Ratings Company, on February 2, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Carnival Corporation to B from B+. EJR also
downgraded the rating on commercial paper issued by the Company to
B from A3.
Headquartered in Miami, Florida, Carnival Corporation owns and
operates cruise ships offering cruises to all major vacation
destinations including North America, United Kingdom, Germany,
Southern Europe, South America, and Asia Pacific.
CATALENT PHARMA: Moody's Rates New $475MM Unsecured Notes 'B1'
--------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to Catalent Pharma
Solutions, Inc. proposed $475 million senior unsecured notes due
2029. There are no changes to Catalent's existing ratings including
the Ba3 Corporate Family Rating, Ba3-PD Probability of Default
Rating, Ba1 senior secured bank credit facility and SGL-1
Speculative Grade Liquidity rating. The outlook remains stable.
Proceeds of the offering will be primarily used to refinance its
existing USD 2026 notes, pay fees and expenses, and for general
corporate purposes. Moody's views the transaction as a credit
positive as it will lower interest costs and extend Catalent's debt
maturity profile. The transaction will only slightly increase
leverage which Moody's estimates at 4.1x for the last twelve months
to December 31, 2020.
Assignments:
Issuer: Catalent Pharma Solutions, Inc.
Gtd Senior Unsecured Global Notes, Assigned B1 (LGD5)
RATINGS RATIONALE
Catalent's Ba3 Corporate Family Rating is supported by its track
record of delivering strong revenue and earnings growth. It also
reflects its good size and scale, breadth of service offerings and
position as one of the largest contract development and
manufacturing organizations (CDMOs) globally. The company also
maintains a diversified customer base and commands a large library
of patents, know-how, and other intellectual property that raise
barriers to entry and enhance margins. Increased outsourcing among
its pharma clients and rapid growth in biologics support Moody's
expectation for at least high-single digit earnings growth over the
next several years. Near term, the COVID-19 pandemic has presented
opportunities to Catalent; the company is involved in over 50
programs to develop treatments and vaccines, including with
AstraZeneca and Moderna. Catalent is meeting growing demand for its
services by expanding capacity. This is supported by a significant
increase in capex and an active M&A policy geared towards building
positions in the nascent cell and gene therapy industry. However,
this strategy will weigh on free cash flow, which Moody's expects
will be minimal over the next 12-18 months. Further, Moody's
expects Catalent to remain acquisitive which could lead to a
temporary increase in leverage. The rating also reflects the risks
inherent in the contract manufacturing industry, which is highly
competitive, and has high reliance on the pharmaceutical industry.
The stable outlook reflects Moody's expectation that leverage will
improve over the next 12 to 18 months, and that adjusted
debt/EBITDA will generally be maintained in the 3.5x to 4.0x
range.
The Speculative Grade Liquidity Rating of SGL-1 reflects Moody's
expectation that Catalent's liquidity will remain very good over
the next 12 to 18 months. Catalent's liquidity will be supported by
a strong cash balance ($833 million as of December 31, 2020) and
access to a substantially undrawn $725 million revolving credit
facility that expires in May 2024.
Social and governance considerations are material to Catalent's
credit profile. Like other providers of services for the
pharmaceutical industry, Catalent faces - albeit indirectly -
rising exposure to regulatory and legislative efforts aimed at
reducing healthcare costs and in particular drug prices and
reimbursement rates. These are fueled in part by demographic and
societal trends that are pressuring government budgets because of
rising healthcare spending. Turning to governance, Catalent has
pursued a financial policy and capital allocation policies that
balance both creditor and shareholder interests since its IPO in
2014. While it has increased debt to fund acquisitions, it has also
issued equity to repay debt, which is credit positive. For example,
Catalent issued equity to repay debt in 2018 several months after
the Cook acquisition, and more recently funded the acquisition of
MaSTherCell through equity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if Catalent reduces financial
leverage such that its debt to EBITDA is sustained below 3.5 times.
Successful integration of acquisitions and organic growth that
results in increased scale and improved business line diversity,
would also support an upgrade. Improved free cash flow would also
support a higher rating.
The ratings could be downgraded if Moody's expects Catalent's
financial leverage to be sustained above 4.5 times. The ratings
could also be downgraded if Catalent's earnings deteriorate, or if
the current elevated capex strategy fails to generate very strong
organic revenue growth. The ratings could be downgraded if the
company adopts a more aggressive acquisition or shareholder
strategy.
Catalent Pharma Solutions, Inc. is a leading contract development
and manufacturing organization (CDMO) company and a global provider
of advanced delivery technologies and development and manufacturing
solutions for drugs; protein, cell, and gene therapy biologics; and
consumer health products. These include the company's formulation,
development and manufacturing of softgels and other products for
the prescription drug and consumer health industries. The company
reported revenue of approximately $3.5 billion for the twelve
months ended December 31, 2020.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
CATALENT PHARMA: S&P Assigns 'BB-' Rating on New Sr. Unsec. Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue-level rating and '5'
recovery rating to Catalent Pharma Solutions Inc.'s proposed senior
unsecured dollar-denominated notes due 2029. The '5' recovery
rating indicates its expectation for modest (10%-30%; rounded
estimate: 15%) recovery in the event of a payment default.
The company intends to use the proceeds from these notes to redeem
its approximately $450 million notes due 2026, pay related fees and
expenses, and increase the amount of cash on its balance sheet for
general corporate purposes. S&P views the transaction as
essentially leverage neutral on a net-debt basis.
S&P said, "Our long-term 'BB' issuer credit rating and stable
outlook on Catalent Pharma Solutions' parent, Catalent Inc., remain
unchanged and reflect our view that the company has a top-tier
reputation and material scale in the contract development and
manufacturing organization (CDMO) industry. Catalent Inc. also has
strong revenue visibility, due to its long-term contracts, and a
diverse customer base. These positive factors are somewhat offset
by the company's small size relative to its large pharmaceutical
customers and its narrow focus on outsourced manufacturing for
pharmaceutical companies.
"The rating also reflects our expectation that Catalent Inc.'s
adjusted debt to EBITDA will remain in the 3x-4x range, though
likely toward the higher end of the range given our expectation for
future acquisitions and capital investment. The company has also
demonstrated its willingness to, at least partially, finance its
acquisitions by issuing equity."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- Catalent's pro forma capital structure comprises a $725 million
revolving credit facility (assumed 85% drawn), $925 million of
first-lien term loans, about $1 billion of unsecured
euro-denominated notes, and $975 million of unsecured
dollar-denominated notes.
-- S&P's simulated default scenario contemplates a default
occurring in 2026 precipitated by regulatory suspensions, increased
competition, and lower capacity utilization, which significantly
reduce the company's EBITDA.
-- S&P believes Catalent would reorganize in the event of a
default given its strong customer relationships and the importance
of its products to its customers' supply chains. Furthermore, it
believes its lenders would achieve greater recovery through a
reorganization rather than a liquidation.
-- S&P values the company on a going-concern basis using a 6x
multiple of its projected emergence EBITDA. The 6x multiple
reflects Catalent's strong contracts and customer relationships and
is consistent with the multiples it uses for its CDMO peers.
-- The emergence EBITDA of $335 million reflects S&P's assumption
that the company would default with its current capital structure
as its total leverage rises to about 10x. This implies an EBITDA
decline of about 50% from 2020 levels.
-- The senior secured credit facilities benefit from a downstream
guarantee from Catalent's holding company parent, an upstream
guarantee from its wholly owned U.S. restricted subsidiaries, and a
pledge of 65% of the equity interests in its foreign subsidiaries.
Catalent's U.S. operations, which provide a secured guarantee on
the facilities, contribute approximately 50% of its revenue. Its
foreign operations, which are nonguarantors, contribute the
remainder.
Simulated default assumptions
-- Simulated year of default: 2026
-- EBITDA at emergence: $335 million
-- EBITDA multiple: 6x
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): $1.907
billion
-- Valuation split (obligors/nonobligors): 50%/50%
-- Value available to first-lien creditors: $1.573 billion
-- Secured first-lien debt claims: $1.540 billion
--Recovery expectations: 90%-100% (rounded estimate: 95%)
-- Total value available to unsecured claims: $367 million
-- Senior unsecured debt claims: $2.007 billion
-- Other pari passu unsecured claims: $0 million
--Recovery expectations: 10%-30% (rounded estimate: 15%)
Note: All debt amounts include six months of prepetition interest.
Collateral value equals the asset pledge from obligors after
priority claims plus the equity pledge from nonobligors after
nonobligor debt.
CEL-SCI CORP: Incurs $7.9-Mil. Net Loss for Quarter Ended Dec. 31
-----------------------------------------------------------------
Cel-Sci Corporation filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $7.94 million on $0 of grant income for the three months ended
Dec. 31, 2020, compared to a net loss of $5.53 million on $35,506
of grant income for the three months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $49.61 million in total
assets, $20.78 million in total liabilities, and $28.83 million in
total stockholders' equity.
During the three months ended Dec. 31, 2020, research and
development expenses increased by approximately $1.2 million, or
27%, compared to the three months ended Dec. 31, 2019. Major
components of this increase include approximately $0.6 million in
expenses related to the Phase 3 clinical study and approximately
$0.7 million in employee stock compensation expense, of which $0.4
million relates to the 2020 Non-Qualified Stock Option Plan. These
increases were offset by a net decrease of approximately $0.1
million in other research and development costs.
During the three months ended Dec. 31, 2020, general and
administrative expenses increased by approximately $0.7 million, or
26%, compared to the three months ended Dec. 31, 2019. A major
component of the increase is an approximate $0.8 million increase
in employee stock compensation costs relating to the 2020
Non-Qualified Stock Option Plan, offset by approximately $0.1
million net decrease in other general and administrative costs.
During the three months ended Dec. 31, 2020 and 2019, the Company
recorded derivative gains of approximately $0.9 million and $0.8
million, respectively. This variation was the result of the change
in fair value of the derivative liabilities during the period which
was caused by fluctuations in the share price of CEL-SCI's common
stock.
Net interest expense remained relatively constant at approximately
$0.3 million for both the three months ended Dec. 31, 2020 and Dec.
31, 2019.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/725363/000165495421001609/cvm_10q.htm
About CEL-SCI Corporation
CEL-SCI -- http://www.cel-sci.com-- is a clinical-stage
biotechnology company focused on finding the best way to activate
the immune system to fight cancer and infectious diseases. The
Company's lead investigational therapy Multikine is currently in a
pivotal Phase 3 clinical trial involving head and neck cancer, for
which the Company has received Orphan Drug Status from the FDA.
The Company has operations in Vienna, Virginia, and near Baltimore,
Maryland.
CEL-SCI reported a net loss of $30.25 million for the year ended
Sept. 30, 2020, compared to a net loss of $22.13 million for the
year ended Sept. 30, 2019. As of Dec. 31, 2020, the Company had
$49.61 million in total assets, $20.78 million in total
liabilities, and $28.83 million in total stockholders' equity.
BDO USA, LLP, in Potomac, Maryland, the Company's auditor since
2005, issued a "going concern" qualification in its report dated
Dec. 29, 2020, citing that since inception the Company has suffered
recurring losses from operations and expects to continue incurring
losses. In addition, the Company is dependent on raising
additional capital to continue to fund its operations. These
factors raise substantial doubt about the Company's ability to
continue as a going concern.
CELLA III: Creditor Girod Seeks Expedited Hearing on Bid Procedures
-------------------------------------------------------------------
Creditor Girod LoanCo, LLC, the largest creditor of Cella III, LLC,
asks the U.S. Bankruptcy Court for the Eastern District of
Louisiana to expedite hearing on shortened notice on proposed
bidding procedures for the auction sale of the commercial real
estate and improvements bearing municipal address 4545 Veterans
Memorial Boulevard, in Metairie, Louisiana.
Girod filed its competing plan and disclosure statement on Dec. 9,
2020. Its disclosure statement, as amended on Jan. 14, 2021, was
approved by Order dated Jan. 20, 2021. That Order, among other
things, also set the confirmation hearing on the Girod Plan for
Feb. 24, 2021.
The Sale Option under the Girod Plan calls for Girod to offer to
purchase the Property for a credit bid of $7.9 million, or
approximately $200,000 higher than the value placed on the Property
by the Court pursuant to Girod's motion for post-petition interest
and attorneys' fees. The offer does not include cash from
operations prior to the effective date of the sale, or claims and
causes of action under section 5 of the Bankruptcy Code. The
existing cash in the DIP account will be more than sufficient under
the Girod Plan to pay all allowed administrative expense claims,
priority claims (if any), and general unsecured claims on or before
the effective date irrespective of the auction outcome. The Girod
Plan also contemplates a payment to Girod of up to $200,000 from
the debtor in possession account in partial satisfaction of its
existing award of post-petition interest.
Girod's offer, combined with the other provisions of the Girod
Plan, at a minimum, pays all allowed creditor claims in full.
A copy of the Bidding Procedues is available at
https://tinyurl.com/2m5rmwbl from PacerMonitor.com free of charge.
About Cella III LLC
Cella III, LLC, owns the building and real estate bearing the
municipal address 4545, 4539, and 4531 Veteran's Memorial Highway,
Metairie, LA. This property is located at a prominent, heavily
traveled commercial intersection of Veterans Memorial Boulevard
and
Clearview Parkway.
Cella III, LLC, filed a Chapter 11 petition (Bankr. E.D. La. Case
No. 19-11528) on June 5, 2019. In the petition signed by George
A.
Cella, III, member and manager, the Debtor was estimated to have
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.
The Hon. Jerry A. Brown oversees the case.
The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel;
Sternberg, Naccari & White, LLC as special counsel; and Patrick J.
Gros, CPA, APAC as accountant.
CELLA III: Hearing on Girod's Bid Procedures for Asset on Feb. 24
-----------------------------------------------------------------
Judge Meredith S. Grabill of the U.S. Bankruptcy Court for the
Eastern District of Louisiana will convene an expedited hearing on
Feb. 24, 2021, at 2:30 p.m., to consider bidding procedures
proposed by Creditor Girod LoanCo, LLC, the largest creditor of
Cella III, LLC, for the auction sale of the commercial real estate
and improvements bearing municipal address 4545 Veterans Memorial
Boulevard, in Metairie, Louisiana.
The Sale Option under the Girod Plan calls for Girod to offer to
purchase the Property for a credit bid of $7.9 million, or
approximately $200,000 higher than the value placed on the Property
by the Court pursuant to Girod's motion for post-petition interest
and attorneys' fees. The offer does not include cash from
operations prior to the effective date of the sale, or claims and
causes of action under section 5 of the Bankruptcy Code.
The Section A teleconference line is 1-888-684-8852; Access Code
9318283.
Any opposition to the Sale Motion or Application will be filed and
served upon counsel for Girod and any other party entitled to
notice not later than 12:00 p.m. on Feb. 22, 2021, with responses
to be filed not later than 12:00 p.m. on Feb. 23, 2021.
The counsel for Girod will immediately serve a copy of the Order on
all parties entitled to notice.
A copy of the Bidding Procedues is available at
https://tinyurl.com/2m5rmwbl from PacerMonitor.com free of charge.
About Cella III LLC
Cella III, LLC, owns the building and real estate bearing the
municipal address 4545, 4539, and 4531 Veteran's Memorial Highway,
Metairie, LA. This property is located at a prominent, heavily
traveled commercial intersection of Veterans Memorial Boulevard
and
Clearview Parkway.
Cella III, LLC, filed a Chapter 11 petition (Bankr. E.D. La. Case
No. 19-11528) on June 5, 2019. In the petition signed by George
A.
Cella, III, member and manager, the Debtor was estimated to have
$10 million to $50 million in assets and $1 million to $10 million
in liabilities.
The Hon. Jerry A. Brown oversees the case.
The Debtor tapped Congeni Law Firm, LLC as bankruptcy counsel;
Sternberg, Naccari & White, LLC as special counsel; and Patrick J.
Gros, CPA, APAC as accountant.
CENGAGE LEARNING: S&P Upgrades ICR to 'B-' on Improved Performance
------------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on Cengage
Learning Holdings II Inc. to 'B-' from 'CCC+'. At the same time,
S&P raised its issue-level ratings on the company's asset-based
lending (ABL) to 'B+' from 'B', its first-lien term loan to 'B'
from 'B-', and its senior unsecured notes to 'CCC' from 'CCC-'. The
recovery ratings are unchanged.
The stable outlook reflects S&P's expectation for operating
performance to improve over the next 12 months, including EBITDA
growth and free cash flow generation of around $90 million.
Improving enrollment expectations domestically and internationally
should result in higher learning revenues from Fall 2021
back-to-school season. U.S. higher education enrollment season
occurs during Cengage's second quarter, which is the most important
quarter for the company. Enrollments for Fall 2020 declined at a
mid-single-digit rate as COVID-19 affected student decisions. S&P
said, "We believe Fall 2021 enrollments will be flat to slightly
positive, which should improve the company's higher education
revenue for fiscal 2022. We also expect modest improvement in the
international segment, which will benefit from increased
enrollments as campuses return to in-person learning."
Accelerating digital adoptions will improve the company's margin
profile and EBITDA generation over the next 12 months. The impact
of the pandemic accelerated the transformation of the educational
materials market in higher education as digital delivery is more
suited for adoption in distance learning environments. The
increased sales of digital modality will improve EBITDA generation
as digital products cost much less to distribute and do not have
the same pricing pressures as a viable rental or resale market, nor
does Cengage have to rely on campus bookstores to deliver the
products. In addition to a larger secondary market, print materials
carry lower margins as the costs associated with production and
updating the curriculum are greater.
FOCF to debt will increase to around 4% in 2021 based on reductions
in spending and product mix. Cengage was able to significantly
curtail spending on personnel and tax costs, print costs, and
prepublication expenses in response to COVID-19 by about $100
million. In addition to these initiatives, the company incurred $44
million of merger costs last fiscal year, which will roll off and
improve 2021 FOCF generation. While some of the SG&A cost cuts are
temporary, S&P expects roughly 50% will be permanent in fiscal
2022, which should keep FOCF to debt above 3%.
S&P said, "At-par capital structure refinancing is increasingly
likely as performance has stabilized. Although Cengage's nearest
maturity is not until 2023, we believe the company should be able
to push out maturities before they become current. The company's
ability to refinance the entirety of its capital structure will
depend on its ability to maintain its margins amid the
stabilization of its cost base over the next 12 months. We view the
extension of its ABL in October 2020 as credit positive to
Cengage's standing in credit markets.
"The stable outlook reflects our view that EBITDA will continue to
improve over the next 12 months because of its lower cost base, the
roll off of one-time expenses, improved higher education
enrollment, and an increasingly digital product mix. The stable
outlook also incorporates our expectation that leverage will
decline to the mid-9x area and FOCF will remain at least $90
million over the forecast period."
S&P could lower the ratings on Cengage if the company:
-- Experiences margin erosion or sales declines from
lower-than-expected enrollments or a reversal in the
print-to-digital sales trends, resulting in negligible FOCF
generation such that FOCF to debt is lower than 3%; or
-- Is unable to refinance its capital structure at par.
S&P could raise the ratings on Cengage if the company:
-- Grows revenues and EBITDA such that leverage declines and
remains in the low-8x area;
-- Successfully refinances its capital structure; or
-- Meaningfully outperforms S&P's expectations for digital revenue
growth, with margins reaching the mid-20% area.
CENTENE CORP: Moody's Rates $2.2BB Sr. Unsecured Debt 'Ba1'
-----------------------------------------------------------
Moody's Investors Service has assigned a Ba1 senior unsecured debt
rating to Centene Corporation's (Centene; NYSE: CNC) planned
issuance of approximately $2.2 billion of senior unsecured debt,
due February 2031. Net proceeds from the offering will be used to
refinance the $2.2 billion of outstanding 4.75% notes due 2025. The
proposed issuance constitutes a takedown from Centene's shelf
registration filed in May 2020. The outlook on Centene is unchanged
at stable.
RATINGS RATIONALE
Since the proceeds of the $2.2 billion new issuance will be used to
refinance outstanding debt of approximately the same amount, there
will not be a material impact on Centene's leverage. The company's
debt-to-capital ratio as of December 31, 2020 with Moody's
adjustments was 41.0% and debt-to-EBITDA was 3.3x. Moody's expects
the company to continue to de-lever, with adjusted debt-to-capital
remaining around the 40% level until the close of the Magellan
transaction, which is expected in H2 2021. At that time, Moody's
anticipate that Centene will issue up to $2.4 billion of new debt
increasing debt-to-capital to approximately 44% and adjusted
debt-to-EBITDA to 3.6x.
With the current debt issuance, the company will lower interest
expense by approximately $44 million or 6% of 2020 annual
interest.
Moody's Ba1 senior unsecured debt rating for Centene and Baa1
insurance financial strength ratings of its operating subsidiaries
reflect the company's strong geographic diversity, its national
market share leadership in Medicaid and individual market and a top
five position in Medicare Advantage. It also reflects a track
record of solid organic growth. These strengths are partly offset
by its continued concentration in Medicaid (despite its improved
diversification), its acquisitive nature with associated
integration risk and relatively high leverage as measured by
debt-to-EBITDA.
The coronavirus has not materially impacted Centene's credit
profile although significant uncertainty remains amid a surge in
infections and hospitalizations even as the deployment of vaccines
is now underway
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Centene and its insurance subsidiaries if the
company meets the following drivers: 1) Moody's adjusted financial
leverage maintained at 40% or below with well-laddered maturities
with Debt-to-EBITDA below 2.5x; 2) Risk-based capital (RBC) ratio
maintained above 200% of company action level (CAL), and; 3)
sustained overall organic membership growth of 3% or more annually
and Medicare Advantage membership growth of 5% or more; 4) EBITDA
margin maintained at 5.0% or higher.
Conversely, Moody's could downgrade Centene and its insurance
subsidiaries if the company meets the following drivers: 1) RBC
ratio below 175% of CAL; 2) EBITDA margins fall consistently below
3.5%; 3) membership declines of over 10% over the next two-to-three
years, and; 4) financial leverage sustained above 45% with
debt-to-EBITDA above 3.0x.
Rating actions:
Issuer: Centene Corporation:
Senior Unsecured Notes due 2031: Assigned at Ba1
The outlook on Centene Corporation is stable.
Centene Corporation is headquartered in St. Louis, Missouri.
Through December 31, 2020 the company reported revenues of $111.6
billion and had 20.9 million medical members (excluding behavioral
health). At December 31, 2020 shareholders' equity was $25.8
billion. The company operates in 32 states and 3 international
markets.
The principal methodology used in these ratings was US Health
Insurance Companies Methodology published in November 2019.
CHARLIE BROWN'S: March 24 Plan Confirmation Hearing Set
-------------------------------------------------------
Charlie Brown's Hauling & Demolition, Inc. filed with the U.S.
Bankruptcy Court for the Middle District of Florida, Tampa
Division, a disclosure statement and plan.
On Feb. 5, 2021, Judge Michael G. Williamson conditionally approved
the disclosure statement and ordered that:
* Any written objections to the Disclosure Statement shall be
filed no later than seven days prior to the date of the hearing on
confirmation.
* March 24, 2021 at 10:30 a.m. in Tampa, FL − Courtroom 8A,
Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue is
the hearing on confirmation of the Plan.
* Parties in interest shall submit to the Clerk's office their
written ballot accepting or rejecting the Plan no later than eight
days before the date of the Confirmation Hearing.
* Objections to confirmation shall be filed with the Court and
served no later than seven days before the date of the Confirmation
Hearing.
* The Plan Proponent shall file a ballot tabulation no later
than 96 hours prior to the time set for the Confirmation Hearing.
A full-text copy of the order dated Feb. 5, 2021, is available at
https://bit.ly/3tQBftc from PacerMonitor.com at no charge.
Attorney for the Debtor:
David W. Steen, Esquire
DAVID W. STEEN, P.A.
Florida Bar No.: 221546
Post Office Box 270394
Tampa, FL 33688
Telephone: (813) 251-3000
Email: dwsteen@dsteenpa.com
About Charlie Brown's Hauling
Charlie Brown's Hauling & Demolition, Inc., operates a business of
demolition of residential and commercial buildings. It operates
its business at 37445 Orange Row Lane, Dade City, Florida. This
property is also the homestead property of Charlie W. Brown,
President.
Charlie Brown's Hauling & Demolition filed a Chapter 11 bankruptcy
petition (Bankr. M.D. Fla. Case No. 20-08264) on Nov. 4, 2020,
disclosing under $1 million in both assets and liabilities. Judge
Michael G. Williamson oversees the case. The Debtor is represented
by David W. Steen, P.A.
CHARM HOSPITALITY: Acknowledges Vogue Laundry Proof of Claim
------------------------------------------------------------
Charm Hospitality, LLC, submitted a reply to creditor Vogue Laundry
and Cleaners, Inc.'s Limited Objection to Debtor's Disclosure
Statement.
Creditor Vogue Laundry is correct in its assumption that the proof
of claim deadline of Jan. 1, 2021 in the Debtor's Disclosure
Statement was a typographical error, as the proof of claim deadline
was actually Jan. 17, 2021.
The Debtor filed its Disclosure Statement on Jan. 4, 2021, at which
time Creditor Vogue Laundry was assumed to have an unsecured claim
in the amount of $49,000. Thereafter, Creditor Vogue Laundry filed
its Proof of Claim No. 13 on Jan. 15, 2021 in the amount of
$91,601. Therefore, Debtor proposes that the Disclosure Statement
be amended to reflect the correct amount of Creditor Vogue
Laundry's Proof of Claim.
Attorneys for the Debtor:
A.J. Kung, Esq.
Brandy Brown, Esq.
KUNG & BROWN
1020 Garces Ave.
Las Vegas, Nevada 89101
Tel: (702) 382-0883
Fax: (702) 382-2720
E-Mail: ajkung@ajkunglaw.com
bbrown@ajkunglaw.com
About Charm Hospitality
Charm Hospitality, LLC, is a Nevada Limited Liability Company, that
owns and operates a 77-room hotel located at 3019 Idaho Street,
Elko, NV. The hotel was operated under the Wingate Inn By Wyndham
Elko brand. The company is owned by Paramjit Kaur.
Charm Hospitality filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 20-50880) on Sept. 15, 2020. In the petition signed by Larry
Williams, corporate representative, the Debtor disclosed $3,099,287
in assets and $7,472,409 in liabilities. Kung & Brown, serves as
bankruptcy counsel to the Debtor.
CHARM HOSPITALITY: Blasts WestTown Objection After 1111(b) Election
-------------------------------------------------------------------
Charm Hospitality, LLC, responded to creditor West Town Bank &
Trust's objection to the Debtor's Disclosure Statement.
"West Town Bank's Objection does not arise from a genuine lack of
adequate information; but rather, is merely an abusive litigation
tactic. West Town Bank has made its 1111(b) election and as such,
is no longer considered to be an impaired creditor entitled to vote
under the Plan. As such, West Town Bank's Objection to the
adequacy of the Disclosure Statement is specious and made for the
ulterior purpose of harassing and oppressing Debtor, and to unduly
increase the costs of reorganization to Debtor," Charm Hospitality
tells the Court.
The Debtor has always contemplated that West Town Bank could make
an 1111(b) election, and as such, this contingency was expressly
addressed in the Disclosure Statement.
"As set forth in the Disclosure Statement, in the event West Town
Bank took an 1111(b) election, West Town Bank would be paid its
"full Allowed Claim via monthly periodic payments amortized over a
period of 30 years with no interest." Based on the foregoing, West
Town Bank's statement, that "[t]he post-confirmation statement
makes no reference to actions that will be taken by Debtor to
respond to a fully secured claim of West Town" is not only
disingenuous, but is furthermore blatantly false and deceiving.
This is not the first time West Town Bank has violated its duty of
candor to the Court, and as such, it should be admonished that
further and additional false statements will not be tolerated by
this Honorable Court."
About Charm Hospitality
Charm Hospitality, LLC, is a Nevada Limited Liability Company, that
owns and operates a 77-room hotel located at 3019 Idaho Street,
Elko, NV. The hotel was operated under the Wingate Inn By Wyndham
Elko brand. The company is owned by Paramjit Kaur.
Charm Hospitality filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 20-50880) on Sept. 15, 2020. In the petition signed by Larry
Williams, corporate representative, the Debtor disclosed $3,099,287
in assets and $7,472,409 in liabilities. Kung & Brown, serves as
bankruptcy counsel to the Debtor.
CHARM HOSPITALITY: Responds to City's Objection to Disclosures
--------------------------------------------------------------
Charm Hospitality, LLC, submitted a reply to the City of Elko's
Conditional Opposition to Adequacy of Debtor's Disclosure
Statement.
The City of Elko requested clarification of the Revenue and Expense
Budget ("Budget") in the Disclosure Statement, requesting that the
Budget include a line item for payment of monthly transient taxes.
The Budget does not include the transient tax because the budget
uses a net number. Transient taxes are trust fund taxes and are
not Debtor's money, therefore they have not been included.
The City of Elko requests clarification of the classification and
treatment of its secured claim [Proof of Claim 8, in the sum of
$55,352.95]. The City of Elko's secured claim is classified as a
priority claim, and in the Disclosure Statement, Allowed Priority
Claims shall be paid in full within 30 days of the Effective Date.
The Debtor is in the process of avoiding transfers totaling
approximately $162,000.
About Charm Hospitality
Charm Hospitality, LLC, is a Nevada Limited Liability Company, that
owns and operates a 77-room hotel located at 3019 Idaho Street,
Elko, NV. The hotel was operated under the Wingate Inn By Wyndham
Elko brand. The company is owned by Paramjit Kaur.
Charm Hospitality filed a Chapter 11 petition (Bankr. D. Nev. Case
No. 20-50880) on Sept. 15, 2020. In the petition signed by Larry
Williams, corporate representative, the Debtor disclosed $3,099,287
in assets and $7,472,409 in liabilities. Kung & Brown, serves as
bankruptcy counsel to the Debtor.
CHESAPEAKE ENERGY: S&P Assigns 'B+' ICR, Outlook Stable
-------------------------------------------------------
S&P Global Ratings assigned its 'B+' issuer credit rating to
Oklahoma-based oil and gas exploration and production (E&P) company
Chesapeake Energy Corp.
S&P said, "We are also assigning our 'BB-' issue-level and '2'
recovery ratings to the company's recently issued $500 million
senior unsecured notes due 2026 and $500 million senior unsecured
notes due 2029 (the notes were issued by Chesapeake Escrow Issuer
LLC, which will be merged with Chesapeake).
"The stable outlook reflects our expectation that the company will
maintain funds from operations (FFO) to debt of more than 60% and
generate positive free cash flow over the next two years.
"Our rating reflects the company's high volume of production
relative to its 'B' category peers (425,000 barrels of oil
equivalent per day [boe/d]), good geographic diversity in the
onshore U.S. segment, the high concentration of natural gas in its
reserves and production base (70% to 80%), and the significant
improvement in its cost structure since 2019. Our rating also
reflects Chesapeake's low leverage and our expectation that it will
generate positive free cash flow, though the company's management
team has acted to the detriment of its bondholders in the past."
The company is now majority owned by its recent debtholders,
including Franklin Resources, Fidelity, Prudential, Blackrock Inc.,
and Oaktree Capital.
Chesapeake's asset base is largely unchanged from 2019. The
company's oil and gas properties are focused in five operating
areas: the Appalachian Basin, the Gulf Coast (Haynesville Shale),
South Texas,, Brazos Valley, and the Powder River Basin. About 70%
to 80% of its proved reserves and production are natural gas,
which--at current prices--generate better returns than its
oil-producing properties. Therefore, Chesapeake expects to run all
five of its rigs in Appalachia and the Gulf Coast this year.
Although the company's production volume of 425,000 boe/d is high
relative to that of its 'B' category peers, its reported proved
reserves of 988 million boe is lower primarily because of the
negative revisions it took in March 2020 when commodity prices
troughed and it was facing imminent bankruptcy. To book reserves as
proved undeveloped under the SEC's rules, companies must
demonstrate access to sufficient capital to develop them over the
next five years, which Chesapeake was unable to do in March. S&P
expects this will change following its emergence from bankruptcy,
and thus, S&P expects its reported proved reserves to increase
substantially in 2021.
S&P said, "While Chesapeake's asset base is largely the same as it
was prior to its bankruptcy, we expect the company's operating
costs to improve. Following the restructuring of its most onerous
midstream commitments, the company estimates it has reduced its
gathering, processing, and transportation expenses by 25% relative
to 2019. Chesapeake only has two minimum volume commitments left in
place, which it should be able to manage based on its capital
expenditure (capex) and production levels. In addition, the company
estimates it has reduced both its lease operating and cash general
and administrative (G&A) expenses by 30% relative to 2019. These
cost reductions will lead Chesapeake's profitability, on an
unhedged EBIT per boe of production basis, to align with that of
its peers on a go-forward basis. The company also no longer has any
required volumetric production payments. Without these commitments,
we anticipate Chesapeake can base its drilling plans purely on well
economics, rather than exogenous factors.
"Chesapeake's debt levels are low. After wiping out nearly $7.8
billion in debt through its bankruptcy, Chesapeake has emerged with
$1.27 billion of debt outstanding. We estimate the company's
leverage will remain very low with FFO to debt of over 100% and
debt to EBITDA of below 1x. We also expect Chesapeake to generate
excess cash flow. The company's new financial policy will focus on
keeping capital spending close to maintenance levels, which will
likely lead to modest production declines but support steady,
positive cash flows. In our view, Chesapeake's biggest credit risk
is its willingness and ability to live within its cash flows over
the next several years.
"The stable outlook on Chesapeake reflects our view that it intends
to maintain healthy financial measures and adequate liquidity over
the next two years while keeping its production declines modest and
generating positive free cash flow. We estimate the company's FFO
to debt exceeds 100% and anticipate it will sustain debt to EBITDA
of less than 1x in 2021 and 2022. Our outlook assumes Chesapeake's
management will maintain its newfound conservative financial
policy, enable the company to generate excess cash flow by keeping
its capex low, and deploy any excess cash in a credit-enhancing
manner.
"We could lower our rating on Chesapeake if we expect its FFO to
debt to approach 30% or its debt to EBITDA to approach 3x for a
sustained period. This would most likely occur if natural gas
prices decline and the company fails to rein in its spending levels
accordingly or its production falls by more than we anticipate
given its limited drilling plans. We could also lower our rating if
Chesapeake pursues a debt-funded acquisition.
"We could raise our rating on Chesapeake if it improves its
profitability and generates positive free cash flow for the next
several quarters while maintaining FFO to debt of more than 45%.
This would most likely occur if the company can maintain modest
production declines by operating with capex close to maintenance
levels while limiting its shareholder distributions and debt-funded
acquisitions."
CITIUS PHARMACEUTICALS: Incurs $8.2-Mil. Net Loss in First Quarter
------------------------------------------------------------------
Citius Pharmaceuticals, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $8.15 million on zero revenue for the three months ended Dec.
31, 2020, compared to a net loss of $4.32 million on zero revenue
for the three months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $35.31 million in total
assets, $9.51 million in total liabilities, and $25.80 million in
total stockholders' equity.
The Company experienced negative cash flows from operations of
$9,564,585 for the three months ended Dec. 31, 2020. The Company
has generated no operating revenue to date and has principally
raised capital through the issuance of debt and equity instruments
to finance its operations. At Dec. 31, 2020, the Company had
working capital of $2,031,184 to fund its operations. The Company
estimates that its cash resources and the proceeds from its January
2021 private placement will be sufficient to fund its operations
through September 2021. This, the Company said, raises substantial
doubt about its ability to continue as a going concern.
The Company plans to raise capital through equity financings from
outside investors as well as raise additional funds from existing
investors and, to a lesser extent, continued borrowings under
related party debt agreements. The Company gives no assurance that
it will be successful in raising the needed capital and, if funding
is available, that it will be available in amounts sufficient for
and on terms acceptable to the Company.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1506251/000121390021008453/f10q1220_citiuspharma.htm
About Citius
Headquartered in Cranford, NJ, Citius Pharmaceuticals, Inc. --
http://www.citiuspharma.com-- is a specialty pharmaceutical
company dedicated to the development and commercialization of
critical care products targeting unmet needs with a focus on
anti-infectives, cancer care and unique prescription products.
Citius reported a net loss of $17.55 million for the year ended
Sept. 30, 2020, compared to a net loss of $15.56 million for the
year ended Sept. 30, 2019. As of Dec. 31, 2020, the Company had
$35.31 million in total assets, $9.51 million in total liabilities,
and $25.80 million in total stockholders' equity.
Boston-based Wolf & Company, P.C., the Company's auditor since
2014, issued a "going concern" qualification in its report dated
Dec. 16, 2020, citing that the Company has suffered recurring
losses and negative cash flows from operations and has a
significant accumulated deficit. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
CLEANSPARK INC: Incurs $7.2MM Net Loss for Quarter Ended Dec. 31
----------------------------------------------------------------
CleanSpark, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $7.16
million on $2.26 million of net total revenues for the three months
ended Dec. 31, 2020, compared to a net loss of $1.92 million on
$976,824 of net total revenues for the three months ended Dec. 31,
2019.
As of Dec. 31, 2020, the Company had $78.17 million in total
assets, $6.14 million in total liabilities, and $72.03 million in
total stockholders' equity.
The Company has incurred losses for the past several years while it
develops its infrastructure and its software platforms. In
response to these conditions, and to ensure the Company has
sufficient capital for ongoing operations for a minimum of 12
months the Company has raised additional capital through the sale
of equity securities pursuant to a registration statement on Form
S-3. As of Dec. 31, 2020, the Company had working capital of
$28,711,558.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/827876/000166357721000066/clsk10q.htm
About CleanSpark
Headquartered in Bountiful, Utah, CleanSpark, Inc. --
www.cleanspark.com -- is in the business of providing advanced
energy software and control technology that enables a plug-and-play
enterprise solution to modern energy challenges. Its services
consist of intelligent energy monitoring and controls, microgrid
design and engineering and consulting services. Its software
allows energy users to obtain resiliency and economic optimization.
The Company's software is uniquely capable of enabling a microgrid
to be scaled to the user's specific needs and can be widely
implemented across commercial, industrial, military and municipal
deployment.
CleanSpark reported a net loss of $23.35 million for the year ended
Sept. 30, 2020, a net loss of $26.12 million for the year ended
Sept. 30, 2019, and a net loss of $47.01 million for the year ended
Sept. 30, 2018. As of Dec. 31, 2020, the Company had $78.17
million in total assets, $6.14 million in total liabilities, and
$72.03 million in total stockholders' equity.
CUSTARCHPROD LLC: $8K Sale of Equipment to Accelerated Approved
---------------------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized CustArchProd, LLC's sale of
its 2009 Busellato, Jet 200R CNC machine to Accelerated Mechanical
Services, LLC, for $8,000.
The Debtor owns the Property and has the Property at its leased
location in Dallas, Texas. It intends to surrender that location
in Dallas, and it would be required to remove the Property at a
substantial cost.
About CustArchProd, LLC
CustArchProd, LLC, a Dallas, Texas-based custom architectural
products provider, sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. N.D. Tex. Case No. 20-32878) on Nov. 19,
2020. Managing member Christopher Wawroski signed the petition.
At the time of the filing, Debtor had estimated assets of Less
than
$50,000 and liabilities of between $100,001 and $500,000.
Eric A. Liepins, P.C. is Debtor's legal counsel.
DAVIS EXPRESS: Gets OK to Hire Rafool & Bourne as Legal Counsel
---------------------------------------------------------------
Davis Express Service, Inc., received approval from the U.S.
Bankruptcy Court for the Central District of Illinois to hire
Rafool & Bourne, P.C. as its legal counsel.
The firm's services will include:
(a) advising the Debtor regarding its rights, powers and
duties in connection with the administration of its bankruptcy
estate and the disposition of its property;
(b) taking necessary actions with respect to claims that
may be asserted against the Debtor and property of its estate;
(c) preparing legal documents;
(d) representing the Debtor with respect to inquiries and
negotiations concerning its creditors;
(e) initiating, defending or otherwise participating in all
proceedings before the bankruptcy court or any other court of
competent jurisdiction; and
(f) other legal services necessary to administer the Debtor's
bankruptcy estate.
Rafool & Bourne will be paid at the rate of $300 per hour.
Prior to the filing of its Chapter 11 case, the Debtor provided the
firm with a $10,250 retainer from the personal funds of equity
owner, Lydia Davis.
Rafool & Bourne is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, according to court papers filed by
the firm.
The firm can be reached through:
Sumner A. Bourne, Esq.
Rafool & Bourne, P.C.
411 Hamilton Blvd, Suite 1600
Peoria, IL 61602
Tel: (309) 673-5535
Fax: (309) 673-5537
E-mail: notices@rafoolbourne.com
About Davis Express Service
Davis Express Service, Inc., sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Ill. Case No. 21-80024) on Jan.
12, 2021. At the time of the filing, the Debtor had estimated
assets of between $500,001 and $1 million and liabilities of
between $100,001 and $500,000. Judge Thomas L. Perkins oversees
the case. Rafool & Bourne, P.C. is the Debtor's legal counsel.
DAVIS SAND: Gets OK to Hire Rafool & Bourne as Legal Counsel
------------------------------------------------------------
Davis Sand & Gravel Inc. received approval from the U.S. Bankruptcy
Court for the Central District of Illinois to hire Rafool & Bourne,
P.C., as its legal counsel.
The firm's services will include:
(a) advising the Debtor regarding its rights, powers and
duties in connection with the administration of its bankruptcy
estate and the disposition of its property;
(b) taking necessary actions with respect to claims that
may be asserted against the Debtor and property of its estate;
(c) preparing legal documents;
(d) representing the Debtor with respect to inquiries and
negotiations concerning its creditors;
(e) initiating, defending or otherwise participating in all
proceedings before the bankruptcy court or any other court of
competent jurisdiction; and
(f) other legal services necessary to administer the Debtor's
bankruptcy estate.
Rafool & Bourne will charge an hourly fee of $300.
The Debtor provided the firm with a $15,250 retainer from the
personal funds of Lydia Davis, equity owner, prior to its Chapter
11 filing.
Rafool & Bourne is "disinterested" within the meaning of Section
101(14) of the Bankruptcy Code, according to court papers filed by
the firm.
The firm can be reached through:
Sumner A. Bourne, Esq.
Rafool & Bourne, P.C.
411 Hamilton Blvd, Suite 1600
Peoria, IL 61602
Tel: (309) 673-5535
Fax: (309) 673-5537
Email: notices@rafoolbourne.com
About Davis Sand & Gravel
Davis Sand & Gravel, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Ill. Case No. 21-80023) on Jan. 12,
2021. At the time of the filing, the Debtor had estimated assets
of between $1 million and $10 million and estimated liabilities of
less than $1 million. Judge Thomas L. Perkins oversees the case.
Rafool & Bourne, P.C., is the Debtor's legal counsel.
DESTILERIA NACIONAL: BPPR Allowed $88K Administrative Expense Claim
-------------------------------------------------------------------
Judge Enrique S. Lamoutte of the United States Bankruptcy Court for
the District of Puerto Rico granted the motion filed by Banco
Popular de Puerto Rico requesting that the $88,500.00 disbursed to
Destileria Nacional, Inc. be allowed as an administrative expense
priority claim.
On March 6, 2020 Destileria Nacional filed a voluntary Chapter 11
petition. On March 13, 2020, the President of the United States
declared a national emergency because of the novel COVID-19 virus.
In response to such emergency, an economic stimulus was introduced
and approved, Coronavirus Aid, relief, and Economic Security Act
(the "CARES Act"), to provide emergency assistance and health care
response for individuals, families, and businesses affected by the
2020 coronavirus pandemic. In such Act, Congress created a payroll
protection program to provide payroll protection and tasked the
Small Business Administration ("SBA") to provide certain
regulations on the administration of the PPP Loan funds.
On April 23, 2020, Destileria Nacional filled an application
requesting a loan under the Payroll Protection Program of the SBA,
which loan was granted. The PPP Loan Application, inquires whether
the applicant is involved in any bankruptcy, expressly stating
that, if such question was answered in the affirmative, the loan
would not be approved. Upon this inquiry, Destileria Nacional
expressly disclosed its bankruptcy status. In the PPP Loan
Application, the Debtor certified that "[t]he applicant is eligible
to receive a loan under the rules in effect at the time this
application is submitted that have been issued by the Small
Business administration (SBA) implementing the Payment Protection
Program [. . .]". The Debtor further certified that it was
eligible pursuant to 13 C.F.R. 121.201. Thereafter, BPPR approved
the PPP Loan, and on May 5, 2020 executed a Payroll Protection
Program Loan Note and Loan Agreement with the Destileria Nacional,
disbursing the amount of $88,500.00 in connection therewith.
The PPP Loan Agreement contains, among others, the following
clauses and representations:
(a) Borrower represents and warrants to Lender that it meets
all qualifications for participation in the PPP set forth in the
Act and further meets any and all other requirements or conditions
for participation set forth by the SBA.
(b) Borrower further represents and certifies to Lender as
follows: [. . .] Borrower meets the requirements as an eligible
borrower under the PPP, and there are no events or other
circumstances of the Borrower that would render it ineligible for a
PPP Loan.
(c) Borrower understands, acknowledges and agrees that Lender
is relying solely on Borrower's representations, warranties,
certifications, confirmations or other statements of, and
information from, the Borrower and/or any of its affiliates,
officers, directors, owners, principals, agents, and/or controlling
persons as to the Borrower, its business or activities, its
eligibility for the proposed Loan.
Destileria Nacional deposited the PPP Funds in a separate bank
account and commenced making disbursements from the loan proceeds
to cover payroll, rent or utility expenses. The Debtor's Monthly
Operating Report for the period of May 2020 reveals the deposit in
the account ending in 9001 for the amount of $88,500.00.
On July 24, 2020, BPPR filed a Motion to Inform Debtor's receipt of
Payment Protection Program Loan and Request for Allowance of
Administrative Expense Priority Claim.
On September 9, 2020, Destileria Nacional requested BPPR for loan
forgiveness on September 9, 2020.
BPPR alleged that it "inadvertently approved the PPP Loan"
requested on April 23, 2020, without court approval and after
petition date. BPPR further alleged that the Debtor is ineligible
for the PPP Loan or for forgiveness of the PPP Loan. BPPR
contended that it "is not seeking to modify the PPP Loan, but
merely requesting the allowance of administrative expenses for the
estate's benefit in connection therewith . . ."
The Court adopted and followed the reasoning by U. S. Bankruptcy
Judge Michael A. Fagone in In re Penobscot Valley Hospital, 2020 WL
3032939 (Bankr. Me. June 3, 2020), holding that a PPP Loan under
the CARES Act is a loan and not a grant and that the bankruptcy
exclusion for providing PPP loans does not violate the
anti-discrimination provisions of section 525 of the Bankruptcy
Code, 11 U.S.C. Section 525. Judge Fagone held that "the PPP is
not a grant that is similar to a license, permit, charter, or
franchise. The PPP is not a permission granted by the government
to allow persons to engage in economic activity; it is a
government-guaranteed program of credit extension on generous terms
with forgiveness features intended to aid small businesses and
incentivize them to retain employees during an unprecedented
economic downturn."
"The Consolidated Appropriations Act, 2021 (CARES Act II) was
signed into law on December 27, 2020. There is a provision which
amends section 364 of the Bankruptcy Code. PPP Loans are now
available to debtors filing under Subchapter V of Chapter 11,
Chapter 12 debtors, and chapter 13 debtors. The same does not
address eligibility of chapter 11 debtors not filing under
Subchapter V... If the loan is not forgiven, it will be treated as
a super priority administrative expense in the Chapter 11
proceeding. This provision sunsets on December 27, 2022. Since
the Debtor did not file under Subchapter V and the court is not
aware of the letter by the SBA Administrator, the change does not
affect the Debtor in this case," Judge Lamoutte explained.
Destileria Nacional argued that Section 364 of the Bankruptcy Code
is not applicable because it "only requires that the Trustee or
Debtor in Possession obtains leave to obtain post-petition credit
to the extent that such post-petition loan will be given
administrative expense status." It contended that under the "CARES
Act the PPP Funds are not loans but grants. Alternatively, even if
the PPP Funds were considered a loan and not a grant, leave from
Court is not required under Section 364(a)."
Judge Lamoutte held that "prior-court authorization to obtain
post-petition credit under Section 364(b) is required if the
transaction is not 'in the ordinary course of business.'
Application for a PPP Loan to provide emergency assistance and
health care response for persons affected by the 2020 coronavirus
pandemic is clearly not in the ordinary course of business.
Contrariwise, the PPP Loan program exists because there are
extraordinary circumstances. Therefore, since the court has
concluded that PPP loans are, as the name indicates, a loan, an
application under section 363 is required, irrespective of
eligibility issues. Since the funds were admittedly used for the
payment of employee salaries and utilities, the same are actual and
necessary expenses to preserve the state and meet the criteria in
section 503(b), 11 U.S.C. Section 503(b)."
The case is IN RE: DESTILERIA NACIONAL, INC. Chapter 11, Debtor,
Case No. 20-01247 (Bankr. D.P.R.). A full-text copy of the Opinion
and Order, dated February 5, 2021, is available at
https://tinyurl.com/z11fmu8e from Leagle.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.
DIGIPATH INC: Incurs $390,637 Net Loss for Quarter Ended Dec. 31
----------------------------------------------------------------
Digipath, Inc. filed with the Securities and Exchange Commission
its Quarterly Report on Form 10-Q disclosing a net loss of $390,637
on $500,385 of revenues for the three months ended Dec. 31, 2020,
compared to a net loss of $220,427 on $808,930 of revenues for the
three months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $1.56 million in total assets,
$2.86 million in total liabilities, and a total stockholders'
deficit of $1.30 million.
The Company has incurred recurring losses from operations resulting
in an accumulated deficit of $17,655,787, negative working capital
of $572,905, and as of Dec. 31, 2020, the Company's cash on hand
may not be sufficient to sustain operations. These factors raise
substantial doubt about the Company's ability to continue as a
going concern. Management is actively pursuing new customers to
increase revenues. In addition, the Company is currently seeking
additional sources of capital to fund short term operations.
Management believes these factors will contribute toward achieving
profitability.
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1502966/000149315221003683/form10-q.htm
About DigiPath
Headquartered in Las Vegas, Nevada, Digipath, Inc. --
http://www.digipath.com-- offers full-service testing lab for
cannabis, hemp and ancillary cannabis and hemp infused products
serving growers, dispensaries, caregivers, producers, patients and
eventually all end users of cannabis and botanical products.
Digipath reported a net loss of $2.31 million for the year ended
Sept. 30, 2020, compared to a net loss of $1.80 million s for the
year ended Sept. 30, 2019. As of Dec. 31, 2020, the Company had
$1.56 million in total assets, $2.86 million in total liabilities,
and a total stockholders' deficit of $1.30 million.
M&K CPAS, PLLC, in Houston, Texas, the Company's auditor since
2017, issued a "going concern" qualification in its report dated
Jan. 29, 2021, citing that the Company has recurring losses from
operations and insufficient working capital, which raises
substantial doubt about its ability to continue as a going concern.
DIOCESE OF SYRACUSE: Deadline to File Claims Set for April 15, 2021
-------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of New York set
April 15, 2021, at 11:50 p.m. (prevailing Eastern Time) as the
deadline to file proofs of claim against The Roman Catholic Diocese
of Syracuse, New York.
If you have a claim against the Diocese including, without
limitation, a claim related to sexual abuse committed by any person
connected with the Diocese, you must file a claim on or before the
deadline with Stretto, the appointed claims agent. Please visit
https://case.stretto.com/dioceseofsyracuse or call (855) 329-4244
for more information on how to file a proof of claim.
About The Roman Catholic Diocese of Syracuse
The Roman Catholic Diocese of Syracuse, New York, through its
administrative offices (a) provides operational support to the
Catholic parishes, schools and certain other Catholic entities that
operate within the territory of the Diocese in support of their
shared charitable, humanitarian and religious missions; (b)
conducts school operations by managing tuition and scholarship
payments, employee payroll, and other school-related operating
expenses for separately incorporated Diocesan schools, as well as
providing parish schools with financial, operational and
educational support; and (c) provides comprehensive risk management
services to the OCEs through the Diocese's insurance program. For
more information, visit www.syracusediocese.org
The Roman Catholic Diocese of Syracuse, New York, filed its
voluntary petition for relief under Chapter 11 of the Bankruptcy
Code (Bank. N.D.N.Y. Case No. 20-30663) on June 19, 2020. Stephen
A. Breen, chief financial officer, signed the petition. At the
time of filing, the Debtor estimated $10 million to $50 million in
assets and $50 million to $100 million in liabilities.
Judge Margaret M. Cangilos-Ruiz oversees the case.
The Debtor tapped Bond, Schoeneck and King, PLLC as its legal
counsel, and Stretto as claims agent and administrative advisor.
The U.S. Trustee for Region 2 appointed a committee to represent
unsecured creditors in the Debtor's bankruptcy case. The committee
tapped Stinson, LLP as legal counsel and Saunders Kahler, L.L.P. as
local counsel.
EARLY BIRD FOODS: March 9 Plan & Disclosures Hearing Set
--------------------------------------------------------
Debtor Early Bird Foods & Co., LLC, filed with the U.S. Bankruptcy
Court for the Eastern District of New York a Second Amended
Disclosure Statement for the First Amended Plan.
On Feb. 5, 2021, Judge Nancy Hershey Lord conditionally approved
the Disclosure Statement and ordered that:
* March 9, 2021, at 2:30 p.m., is the telephonic hearing on
final approval of the Disclosure Statement and confirmation of the
Plan.
* March 5, 2021, is fixed as the last day to file and serve
objections to final approval of the Disclosure Statement and
confirmation of the Plan.
* March 5, 2021, is fixed as the last day for holders of
claims in Class 1 and Class 2 to submit Ballots to be counted as
votes.
The Second Amended Plan projects a 10% recovery for unsecured
creditors which shall be payable on the first, second, and third
anniversaries of the Effective Date. A full-text copy of the
Second Amended Disclosure Statement dated Jan. 21, 2021, is
available at https://bit.ly/3iRI2hp from PacerMonitor.com at no
charge.
A full-text copy of the order dated Feb. 5, 2021, is available at
https://bit.ly/2ZgiMZ6 from PacerMonitor.com at no charge.
Attorneys for the Debtor:
KLESTADT WINTERS JURELLER SOUTHARD & STEVENS, LLP
Tracy L. Klestadt
Christopher Reilly
200 West 41st Street, 17th Floor
New York, New York 10036
Tel: (212) 972-3000
Fax: (212) 972-2245
About Early Bird Foods & Co.
Early Bird Foods & Co., LLC, is a privately held New York limited
liability company established around 2008. Early Bird Foods was
founded by Nekisia Davis as a manufacturer and producer of granola.
Early Bird operated as an old-fashioned bakery designed to
manufacture and produce granola in tiny batches using simple and
quality ingredients. Early Bird served up tasty granola for
thousands of customers garnering fans in high places, including
Martha Stewart, Melissa Clark and New York Magaz.
Early Bird Foods & Co. filed a voluntary Chapter 11 petition
(Bankr. E.D.N.Y. Case No. 19-45669) on Sept. 19, 2019, and is
represented by Tracy L. Klestadt, Esq. and Christopher J. Reilly,
Esq., at Klestadt Winters Jureller Southard & Stevens, LLP. The
Debtor listed under $1 million in assets and liabilities.
ECOARK HOLDINGS: Posts $532K Net Income for Quarter Ended Dec. 31
-----------------------------------------------------------------
Ecoark Holdings, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing net income
of $532,000 on $4.46 million of revenues for the three months ended
Dec. 31, 2020, compared to a net loss of $5.42 million on $140,000
of revenues for the three months ended Dec. 31, 2019.
For the nine months ended Dec. 31, 2020, the Company reported a net
loss of $11.66 million on $10.05 million of revenues compared to a
net loss of $11.45 million on $219,000 of revenues for the three
months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $39.32 million in total
assets, $15.46 million in total liabilities, and $23.86 million in
total stockholders' equity.
As of Dec. 31, 2020, the Company has $7.98 million in cash and cash
equivalents. The Company alleviated the substantial doubt
regarding this uncertainty as of March 31, 2020 which continues to
be alleviated at Dec. 31, 2020 as a result of the Company's
acquisition of Banner Midstream on March 27, 2020 which bring
revenue generating subsidiaries with reserves of oil properties
over $6 million and existing customer relationships over $2 million
coupled with the raising of $14.35 million in the exercise of
warrants, $349,000 in the exercise of options and $7.66 million in
a registered direct offering, net of fees of $334,000 in the nine
months ended Dec. 31, 2020.
"If the Company raises additional funds by issuing equity
securities, its stockholders would experience dilution. Additional
debt financing, if available, may involve covenants restricting its
operations or its ability to incur additional debt. Any additional
debt financing or additional equity that the Company raises may
contain terms that are not favorable to it or its stockholders and
require significant debt service payments, which diverts resources
from other activities. If the Company is unable to obtain
additional financing, it may be required to significantly scale
back its business and operations. The Company's ability to raise
additional capital will also be impacted by the recent outbreak of
COVID-19.
"The Company believes that the current cash on hand and anticipated
cash from operations is sufficient to conduct planned operations
for one year from the issuance of the unaudited condensed
consolidated financial statements."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1437491/000121390021008954/f10q1220_ecoarkholdings.htm
About Ecoark Holdings
Rogers, Arkansas-based Ecoark Holdings, Inc., founded in 2011,
Ecoark is a diversified holding company. Ecoark Holdings has four
wholly-owned subsidiaries: Ecoark, Inc., a Delaware corporation
which is the parent of Zest Labs, Inc., 440IoT Inc., Banner
Midstream Corp., and Trend Discovery Holdings Inc. Through its
subsidiaries, the Company is engaged in three separate and distinct
business segments: (i) technology; (ii) commodities; and (iii)
financial.
Ecoark reported a net loss of $12.14 million for the year ended
March 31, 2020, compared to a net loss of $13.65 million for the
year ended March 31, 2019. As of Dec. 31, 2020, the Company had
$39.32 million in total assets, $15.46 million in total
liabilities, and $23.86 million in total stockholders' equity.
ELITE POWER: U.S. Trustee Unable to Appoint Committee
-----------------------------------------------------
The U.S. Trustee for Region 21, until further notice, will not
appoint an official committee of unsecured creditors in the Chapter
11 case of Elite Power Nutrition, LLC, according to court dockets.
About Elite Power Nutrition
Elite Power Nutrition, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 21-10230) on Jan.
11, 2021. At the time of the filing, the Debtor disclosed assets
of between $500,001 and $1 million and liabilities of the same
range.
Judge A. Jay Cristol oversees the case. Kevin Christopher Gleason,
Esq., at Florida Bankruptcy Group, LLC, is the Debtor's legal
counsel.
ENSEMBLE RCM: $100MM Upsized Loan No Impact on Moody's B2 CFR
-------------------------------------------------------------
Moody's Investors Service says Ensemble RCM, LLC's announcement
that it intends to increase the size of its incremental term loan
by $100 million in order to increase the dividend payment to its
owners is a credit-negative development. However, Moody's believes
that the company's resultant weakened credit profile does not
warrant a change in ratings or outlook. The company is taking
advantage of borrower-friendly conditions in the credit capital
markets and is increasing the size of its recently rolled-out term
loan to $785 million, from $685 million. It is expected that
pricing and OID terms on the incremental term loan will be
tightened. Ensemble will increase the size of the dividend being
paid to owners Golden Gate Capital and Bon Secours Mercy Hospital
("BSMH") to $805 million, from $705 million.
The $100 million increase in total debt, to about $1.45 billion on
a Moody's-adjusted basis, increases the expectation for year-end
2021 debt-to-EBITDA leverage by three tenths of a turn, to 5.2
times, from 4.9 times. Free cash flow as a percentage of debt would
fall to about 4.5%, from 5.2%, while EBITA coverage of interest
would fall to about 4.5 times, from 4.9 times (all measures
expected at year-end 2021). While this is plainly a negative
development, Moody's believes that the weakened credit metrics are
within parameters appropriate for maintaining Ensemble's current
ratings. Moody's expectations for healthy, stable revenue growth
and a resumption of deleveraging the company has demonstrated in
the past are sufficient to maintain the B2 corporate family rating,
B2 instrument ratings (all debt at Ensemble is first lien), and
stable outlook.
Ensemble RCM provides technology-enhanced revenue cycle management
and physician advisory services to healthcare providers including
acute-care hospitals and hospital- and office-based physicians.
Private equity firm Golden Gate Capital and primary customer BSMH
hold respective 50% and 47% ownership interests in the company.
ENVIVA HOLDINGS: S&P Assigns 'B-' Long-Term Issuer Credit Rating
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' long-term issuer credit rating
(ICR) to Enviva Holdings, and its 'B-' issue-level rating and '4'
recovery rating to the company's new term loan B. The '4' recovery
rating indicates its expectation for average (30%-50%; rounded
estimate: 40%) recovery to lenders in a default scenario.
S&P said, "The stable outlook on Enviva Holdings reflects our
expectation that the company will maintain adequate liquidity and
stand-alone adjusted debt leverage of about 4.5x-5.0x over the long
term, dropping from about 10x in 2021. We expect consolidated
leverage, inclusive of Enviva, to be about 4.25x in 2021 and
3.50x-4.00x in 2022."
On Feb. 11, 2021, Enviva Holdings announced that it will issue a
$325 million five-year term loan B. About $130 million of the
proceeds will be used to fund the buyout of its joint-venture
partner and its interests in the Lucedale plant and the Pascagoula
terminal. Enviva Holdings develops and constructs contracted wood
pellet production plants and port facilities, which are eventually
dropped into Enviva, its MLP. In terms of business model, Enviva
generates revenues by producing and distributing utility-grade wood
pellets for major power generators.
S&P said, "Our 'B-' ICR on Enviva Holdings reflects a three-notch
downward revision from our 'BB-' ICR on Enviva. This reflects
Enviva Holdings' total reliance on upstream distributions from
Enviva to service its fixed costs. We also consider the underlying
stability of these distributions, which is based primarily on our
view of cash flow fundamentals at Enviva. Finally, we also consider
Enviva Holdings' stand-alone leverage. We assess Enviva Holdings'
credit quality as a pure-play general partnership (GP) because
there are no other substantive assets aside from its interest in
Enviva.
"We typically rate a GP two to five notches below our ICR on the
underlying MLP when we view the default risk of the GP and MLP to
be differentiated (that is, they do not constitute a group). The
number of notches between our rating on the GP and our rating on
the MLP reflects how we assess (positive, neutral, or negative)
certain characteristics such as cash flow interruption risk,
stand-alone debt leverage, and cash flow diversity.
"We assess cash flow interruption risk as neutral, reflecting our
expectation of steady and growing distributions from Enviva to
Enviva Holdings. The majority of the revenues at Enviva are derived
from long-term, fee-based, take-or-pay contracts, which should
result in highly predictable cash flows. We expect cash flow
stability and increases in distributions as the company drops down
plants to the Enviva level and increases in size. In addition,
there are no structural features that we would deem highly
restrictive to distributions. We expect Enviva will maintain
sufficient cushion in its financial covenants and maintain
distributions coverage of at least 1.1x over the medium term.
"We forecast stand-alone debt to EBITDA (distributions minus
general and administration expenses) to consistently be above 4x,
with a projected weighted-average debt-to-EBITDA ratio of about 10x
in 2021, dropping to the mid-5x area in 2022. Therefore, we assess
stand-alone debt leverage as negative. Enviva Holdings relies
solely on distributions from Enviva to service its financial
obligations. Therefore, we assess cash flow diversity as neutral.
"The stable outlook on Enviva Holdings reflects our expectation
that the company will maintain adequate liquidity and stand-alone
adjusted debt leverage of about 4.5x-5.0x over the long term,
dropping from about 10x in 2021 due to debt repayment through the
cash flow sweep. We expect consolidated leverage (inclusive of
Enviva) to be about 4.25x in 2021 and 3.50x-4.00x in 2022.
"We could lower the rating on Enviva Holdings if we believe the
capital structure was unsustainable or the company faced liquidity
issues.
"We could raise the rating on Enviva Holdings if we raise our
rating on Enviva and Enviva Holdings' leverage declines to below
4x. This could be driven by higher than expected distributions from
Enviva, combined with debt repayment at the Enviva Holdings' level.
Also, the rating on Enviva could be raised if it continues to grow
and diversify and improve in terms of counterparties' credit
quality, while sustaining debt leverage below 4.0x."
EVEN STEVENS: Unsecureds to Get 8% Stake in Blue Lemon Sale Plan
----------------------------------------------------------------
Even Stevens Sandwiches, LLC, Even Stevens Utah, LLC, and Even
Stevens Idaho, LLC, filed with the U.S. Bankruptcy Court for the
District of Arizona a Joint Plan of Reorganization and a Disclosure
Statement on Feb. 5, 2021.
The Plan contemplates the sale of equity in Even Stevens
Sandwiches, LLC to a new investor, Blue Lemon/Take 2, LLC, or its
assigns, subject to higher and better offers (the "Buyer"), as part
of the plan confirmation process. The Plan provides for the
reorganization of the Debtors by:
(1) substantively consolidating the Debtors' assets and
liabilities for purposes of voting and distributions to holders of
Allowed Claims;
(2) retiring, canceling, extinguishing and/or discharging the
prepetition equity interests in Even Stevens Sandwiches, LLC;
(3) issuing New Equity to the Buyer in exchange for the
Consideration and a smaller portion of New Equity to Class 4
General Unsecured Creditors;
(4) creating the Distribution Trust to disburse the
Consideration and pursue certain avoidance claims and causes of
action for the benefit of Creditors.
The Debtors will seek dismissal of Even Stevens Washington, LLC,
from this bankruptcy case. The Washington entity is a burden to
the estate as it does not have any open restaurant locations or
significant assets.
The Debtors will hold an auction at the final confirmation hearing
for the sale of 92% of the New Equity in Even Stevens Sandwiches,
LLC. The bidding procedures for the sale of New Equity will be
established by separate order of the Court, with the auction and
final hearing regarding the sale to coincide with the plan
confirmation hearing. The "stalking horse" bidder will be a
yet-to-be-formed LLC owned and managed by Blue Lemon/Take 2, LLC
for a sale price of $3,016,670, or such higher and better offer
that makes itself known to the Debtors prior to the final hearing
on confirmation. Upon closing, the Buyer will receive 92% of the
New Equity and the Class 4 General Unsecured Creditors will receive
a pro rata portion of 8% of the New Equity.
The Allowed Class 4 General Unsecured Claims will have their Claims
satisfied by the Reorganized Debtor after payment of all Allowed
Administrative, Priority, and Secured Claims, by pro rata
distributions of any funds remaining from the Consideration; and,
in the event Blue Lemon/Take 2 is the Buyer at the proposed equity
sale, Class 4 General Unsecured Creditors will also share pro rata
in 8% of the New Equity in the Reorganized Debtor. In addition,
the Class 4 General Unsecured Creditors will share pro rata in the
funds recovered by the Distribution Trustee from causes of action
after payment of applicable administrative expenses. Class 4 is
impaired and entitled to vote on the Plan.
No distributions will be made to holders of Allowed Class 5 Equity
Interests. On the Effective Date, all Allowed Class 5 Equity
Interests shall be deemed automatically cancelled, released, and
extinguished.
A full-text copy of the Disclosure Statement dated Feb. 5, 2021, is
available at https://bit.ly/3pjIFld from PacerMonitor.com at no
charge.
Attorneys for the Debtors:
DAVIS MILES, MCGUIRE GARDNER, PLLC
Pernell W. McGuire
M. Preston Gardner
40 E. Rio Salado Pkwy., Suite 425
Tempe, AZ 85281
Tel: (480) 733-6800
Fax: (480) 733-3748
E-mail: efile.dockets@davismiles.com
About Even Stevens Sandwiches
Even Stevens Sandwiches, LLC, opened its first restaurant in
downtown Salt Lake City, Utah, in June 2014. It has eight
operating locations: seven in Utah and one in Idaho.
Even Stevens Sandwiches and its affiliates each filed voluntary
Chapter 11 petitions (Bankr. D. Ariz. Lead Case No. 19-03236) on
March 21, 2019. At the time of the filing, the Debtor was
estimated to have $1 million to $10 million in both assets and
liabilities.
Pernell W. McGuire, Esq., at Davis Miles Mcguire Gardner, PLLC, is
the Debtor's legal counsel.
FALLS EVENT: Trustee Selling Beaverton Property for $1.3 Million
----------------------------------------------------------------
Michael F. Thomson, the Chapter 11 Trustee of the consolidated
bankruptcy estate of The Falls Event Center, LLC ("TFEC") and
affiliates, asks the U.S. Bankruptcy Court for the District of Utah
to authorize the sale to Westland Partners, LLC, or its permitted
assigns for $1.3 million of the following real and personal
property located in Beaverton, Oregon, described as:
"A commercial condominium unit located at 12655 SW Millikan
Way, Beaverton, Oregon (which is Unit 1 of The Round Garage
Condominium), consisting of approximately 15,255 square feet of
commercial space and more particularly described on Exhibit A
attached to the Purchase Agreement, together with (a) all
improvements and fixtures located therein; (b) all personal
property owned by Seller with respect thereto; and (c) all
transferrable licenses, utility contracts, plans and
specifications, warranties and other intangible personal property,
rights, easements, privileges and appurtenances related thereto."
As part of his investigation, the Trustee obtained a preliminary
title report from Chicago Title Co. He retained Jones Lang LaSalle
("JLL") to market and sell the Property pursuant to a Listing
Agreement dated Jan. 17, 2019. The Listing Agreement provides that
JLL will be paid a commission of up to 6% of the sales price of the
Property with a Cooperating Broker, and 5% without a Cooperating
Broker. There is not a Cooperating Broker in the proposed sale to
the Buyer, so the commission to JLL in the proposed sale is 5%.
JLL began marketing the Property for sale at the Trustee's
direction on the date that the Listing Agreement was executed on
Jan. 17, 2019. The Trustee was contacted through JLL by the Buyer
regarding a potential purchase of the Property in January 2021.
The Trustee, through JLL and his counsel, and the Buyer engaged in
arms'-length and good faith negotiations related to the Buyer's
purchase of the Property.
On Jan. 22, 2021, TFEC, The Falls at Beaverton, OR, LLC, and
related entities, through the Trustee, entered into the Purchase
Agreement. While the material terms of the Purchase Agreement
should be reviewed, by way of summary the Buyer has agreed to (a)
pay the Consolidated Estate the sum of $1.3 million for the
Property;(b) the sale is in an "as is" condition; and (c) the Buyer
has until 45 days after the Effective Date to conduct due
diligence.9
Based upon his investigation, including the review of the Title
Report obtained in conjunction with the proposed sale, the Trustee
has determined that the following liens or interests may encumber
the Property:
(i) Property taxes for fiscal years 2017 through 2021 in the
total approximate amount of $151,457, plus interest;
(ii) A Deed of Trust dated May 10, 2017, in favor of Malkim
Capital LLC, et al., in the principal amount of $725,000;
(iii) A Trust Deed dated June 23, 2016, to secure an
indebtedness in the amount of $1,824,951.42 in favor of TFEC; and
(iv) A mortgage dated October 19, 2017, to secure an
indebtedness in an unknown amount in favor of TFEC.
The Trustee proposes to sell the Property free and clear of liens
or interests, including the Liens and Encumbrances, with the Liens
and Encumbrances and other valid liens or interests that are raised
in conjunction with the Motion, if any, attaching to the proceeds
of the sale, after the deduction of the costs of sale, including
JLL's commission, outstanding taxes and assessments, and any costs
that the Consolidated Estate has incurred in relation to the
Property that are allowable under 11 U.S.C. Section 506(c).
The Trustee submits that each of the holders of the Liens and
Encumbrances are adequately protected by the proposed sale as such
interests will attach to the Net Sale Proceeds. He intends to pay
the Liens and Encumbrances -- other than the TFEC Deed and the TFEC
Mortgage -- at the time of the closing. As a result of substantive
consolidation, the Net Sale Proceeds will be retained by the
Consolidated Estate for the benefit of the Consolidated Estate.
In the event a dispute arises with respect to the Liens and
Encumbrances, the Trustee will deposit the Net Sale Proceeds into a
segregated account. Such Net Sale Proceeds will not be deposited
into the Consolidated Estate's general operating account until such
time as the validity, extent and priority of any liens or interests
in the Property are agreed to, or disputes related thereto, are
resolved after notice and hearing.
A copy of the Agreement is available at
https://tinyurl.com/yez9u3tk from PacerMonitor.com free of charge.
The Purchaser:
Erik Mattson
WESTLAND PARTNERS, LLC
1600 SW Cedar Hills Blvd., Suite 101B
Portland, OR 97225
E-mail: erik@westlandinvestors.com
About The Falls Event Center
The Falls Event Center LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Utah Case No. 18-25116) on July 11,
2018. At the time of the filing, the Debtor was estimated to have
assets of $50 million to $100 million and liabilities of $100
million to $500 million.
Judge R. Kimball Mosier oversees the case.
Ray Quinney & Nebeker P.C. is the Debtor's legal counsel. The
Debtor tapped Gil Miller and his firm Rocky Mountain Advisory,
LLC,
as restructuring advisors.
On July 27, 2018, the U.S. Trustee appointed an official committee
of unsecured creditors in the case.
In November 2018, Judge R. Kimball Mosier entered an order
appointing Michael F. Thomson as Chapter 11 trustee. DORSEY &
WHITNEY LLP is the Trustee's counsel.
On April 30, 2019, the Court appointed Jones Lang Lasalle Americas,
Inc., and Jones Lang Lasalle Brokerage, Inc., as Real Estate Broker
for the Trustee.
FEMUR BUYER: S&P Affirms 'CCC+' ICR, On CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' rating on contract
manufacturer Femur Buyer Inc (operating as Orchid Orthopedics
Solutions). The ratings remain on CreditWatch, where S&P placed
them with negative implications on April 21, 2020, to reflect the
risk that its operating performance will deteriorate beyond its
base-case expectations. The CreditWatch also incorporates the risk
of a near-term liquidity crisis stemming from its tightening
covenant cushion.
S&P said, "We believe that Orchid's operating performance will
remain pressured for at least the first half of 2021. We believe
that the company's top-line revenue and profitability will continue
to be affected by COVID-19 because of its customers' inventory
management decisions. In addition, we anticipate the negative
effects stemming from the resurgence of COVID-19 cases in late 2020
will likely carry over into the first half of 2021.
"Although we believe Orchid's medical procedure volumes will
continue to improve and its customers will gradually return to more
normalized ordering patterns, we expect it will take some time for
this recovery to affect its results due to the time lag between
when its customers' place their orders and when it recognizes the
revenue from the order. Therefore, we now forecast that the
company's operating performance will not return to pre-pandemic
levels until 2022 rather than 2021.
"We expect the pressure on Orchid's top line and EBITDA to lead it
to sustain high leverage of more than 10x, which suggests that its
capital structure is unsustainable.
"The company's liquidity and covenant headroom remain tight, though
we expect it to be able to cover its fixed charges over the next 12
months. We estimate Orchid will have fixed charges of about $70
million in 2021 (including cash interest payments of about $45
million, debt repayment of about $5 million, and capital
expenditure of about $20 million). In addition, we project the
company will report about $50 million-$55 million of EBITDA in
2021. Orchid also had about $68 million of cash on its balance
sheet as of Sept. 30, 2020 (though there was almost no availability
under its revolver).
"We believe the anticipated decline in the company's EBITDA will
make it challenging for it to meet its covenant requirements.
Orchid has also drawn the majority of its revolver, which features
a covenant test that is triggered when its outstanding balance
exceeds 35% of its capacity. The company has practically no cushion
under this financial covenant, therefore any deterioration in its
performance beyond our projections would trigger a covenant
breach.
"The CreditWatch negative placement reflects the risk that Orchid's
operating performance will deteriorate beyond our base-case
expectations. It also incorporates the risk of a near-term
liquidity crisis stemming from its tightening covenant cushion. We
intend to resolve the CreditWatch placement over the coming months
as we gain greater visibility into the likelihood that Orchid can
continue to comply with its leverage test."
FENCEPOST PRODUCTIONS: Unsec. Creditors to Recover 15% in Plan
--------------------------------------------------------------
Fencepost Productions, Inc., et al., have filed Consolidated Plans
of Reorganization and a Disclosure Statement.
The Debtors are experiencing significant success at the outset of
calendar year 2021 in attracting new customers and resulting
orders. The new customers include Costco, Proozy, Mills Fleet
Farm, and Sam's Club with current projected sales in excess of
$3,000,000 in 2021. With the decline of the impact of the pandemic
on the marketplace and the resulting expansion of economic
activity, the Debtors reasonably expect increasing growth of sales
and revenue from longstanding and new customers.
Management of the Debtors will remain intact-post confirmation.
Matt Gray will continue to serve as CEO and president.
The secured claim of Associated Bank in Class 2 -- in the amount of
$6.083 million as of Jan. 31, 2021 -- will be paid from the net
proceeds of the ongoing liquidation of inventory. The remainder of
the claim will be paid pro-rata in Class 5.
Core Bank's claim in class 3 will be paid as follows: (i) The loan
balance of $745,000 on the real estate loan will be repaid over a
period of 120 months amortized over the remaining 23 years of the
original 25-year term with interest of 3.25%; and (ii) the loan
balance of $1.14 million on the personal property loan will be
repaid over the remaining 8 years of the original 10-year term of
the loan with an interest rate of 3.25%.
Class 5 Allowed General Unsecured Claims will each be paid an
amount equal to 15% on their allowed claims in equal installments
over a period of 36 months commencing on the effective date. Class
5 is impaired.
Holders of interests in Class 6 will retain their interests.
To fund the Plan, the Debtors will continue the court-approved
financings with ACS involving a $10 million line of credit. The
Debtors may seek replacement funding or additional funding as may
be necessary for business operations or payments under the Plan.
Moreover, the Debtors may prosecute causes of action for monetary
recoveries.
A copy of the Amended Disclosure Statement dated Feb. 12, 2021, is
available at https://bit.ly/3rVYJeC
About Fencepost Productions
Fencepost Productions, Inc. -- http://www.fencepostproductions.com/
-- is a designer and distributor of men's, women's, and youth
outdoor apparel under its brands Staghorn River, Willow Trails, and
Northern Outpost.
Fencepost Productions and its affiliates, NPB Company Inc. and Old
Dominion Apparel Corporation, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Kan. Lead Case No. 19-41545) on Dec.
18, 2019. At the time of the filing, Fencepost Productions was
estimated to have $1 million to $10 million in assets and $10
million to $50 million in liabilities. Judge Dale L. Somers
oversees the cases.
The Debtor has tapped Mcdowell Rice Smith & Buchanan as its legal
counsel and Hovey Williams, LLP, as its special counsel.
FREDDIE MAC: Reports $7.3 Billion Net Income for Full Year 2020
---------------------------------------------------------------
Freddie Mac (formally known as Federal Home Loan Mortgage
Corporation) filed with the Securities and Exchange Commission its
Annual Report on Form 10-K disclosing net income of $7.32 billion
on $16.66 billion of net revenues for the year ended Dec. 31, 2020,
compared to net income of $7.21 billion on $14.07 billion of net
revenues for the year ended Dec. 31, 2019.
As of Dec. 31, 2020, Freddie Mac had $2.62 trillion in total
assets, $2.61 trillion in total liabilities, and $16.41 billion in
total equity.
"In 2020, Freddie Mac continued to serve the important role for
which it was founded: supporting the housing market in all economic
conditions. In the face of extraordinary economic uncertainty
caused by COVID-19, we provided record liquidity, enabling millions
of borrowers to purchase or refinance homes at historically low
interest rates. We also helped hundreds of thousands of homeowners
and renters affected by the pandemic avoid foreclosure and
eviction. Our efforts are a testament to our people, our operating
platform, our Conservator, and our many partners across the
industry," said Christian M. Lown, chief financial officer.
Fourth Quarter 2020 Financial Results
Freddie Mac reported net income of $2.9 billion for the fourth
quarter of 2020, an increase of 18% compared to net income of $2.5
billion for the third quarter of 2020. The company also reported
comprehensive income of $2.5 billion for the fourth quarter of
2020, an increase of 3% compared to comprehensive income of $2.4
billion for the third quarter of 2020.
Net revenues were $5.0 billion, relatively unchanged from the third
quarter of 2020.
Credit-related benefit was $0.1 billion, compared to credit-related
expense of $0.6 billion in the prior quarter, driven by realized
house price growth in the fourth quarter of 2020, partially offset
by a decrease in credit enhancement recoveries.
Business Outlook
Freddie Mac said, "We expect the COVID-19 pandemic to have an
adverse effect on our business in 2021, and perhaps beyond. The
duration and continued severity of the COVID-19 pandemic will
determine the extent of the effect on our business. The impact the
pandemic has had on the economy is unprecedented, and as a result,
our economic and business forecasts are more uncertain than usual,
and there are significant downside risks.
"After the sharp decline in economic conditions seen in the first
half of 2020, the economy rebounded during the second half of the
year, although recent data indicates the recovery may be stalling.
The housing market, however, is one segment of the economy that
overall has performed well during the COVID-19 pandemic, with
mortgage refinance originations increasing significantly during
2020 as many homeowners took advantage of historically low mortgage
interest rates. We expect the low mortgage interest rate
environment to continue through 2021 and 2022 as the Federal
Reserve stated that it intends to keep interest rates low for an
extended period of time. Low interest rates and the ability for
many to work remotely have driven home sales to levels not seen
since 2006. We expect total annual sales to remain strong in 2021
with only a modest decline in 2022. Unsold home inventory has hit
an all-time low due to the increase in home sales, which in turn
has driven increased house prices, although we expect house price
growth to moderate in 2021 and 2022. Low mortgage interest rates,
higher home sales, and increasing house prices also increased 2020
mortgage originations. We expect mortgage originations to decline
in 2021 and decrease further in 2022.
"Both supply and demand for rental housing will be affected over
the next year or two due to the COVID-19 pandemic. However, a $900
billion stimulus package was enacted in December 2020, with more
stimulus expected in the coming months. The additional stimulus
packages are expected to boost economic conditions in 2021 and help
stabilize the rental market. Longer term, labor market conditions
will be key to future rental market performance. At a national
level, average rents declined in 2020, with rent growth performance
varying by geographic market. Large markets such as San Francisco,
New York, Miami, and Washington D.C. have been hardest hit, with
some experiencing double-digit rent declines; however, rent
continues to grow in over half of the U.S. markets tracked.
Apartment prices have held up as investors continue to believe
there is a need for additional rental housing in the U.S., both
during and after the pandemic, and the investment environment
remains attractive because of low interest rates. After an initial
surge in forbearance requests by borrowers, peaking in July 2020,
the number of multifamily properties in forbearance has declined
slightly over the past several months. While these loans are not
considered delinquent, they are an indication of stress in the
market. For additional information on market and macroeconomic
indicators that can affect our multifamily business and financial
results, see MD&A - Market Conditions and Economic Indicators.
"Our single-family allowance for credit losses increased
significantly during 2020. We expect single-family serious
delinquency rates and the volume of loss mitigation activity to
remain elevated as a result of the COVID-19 pandemic and the
forbearance programs and foreclosure and eviction moratoriums we
have announced. While we expect that the actions we have taken to
support the mortgage markets as a result of the COVID-19 pandemic
will improve borrower outcomes, these actions may not be as
successful as we expect. In addition, these actions may continue
to negatively affect our financial condition and results of
operations, perhaps significantly. The ultimate success of these
programs will depend on the duration and severity of the economic
downturn.
"After falling sharply in 2Q 2020 due to the effects of the
COVID-19 pandemic, single-family CRT issuance resumed during 3Q
2020 with solid investor demand and subscription levels. However,
the COVID-19 pandemic continues to impose uncertainties and may
continue to impact our transactions going forward. We continue to
evaluate our CRT strategy and make changes depending on market
conditions, including the significant market volatility caused by
the COVID-19 pandemic, and our business strategy. The ERCF
specifies substantial capital requirements and could affect our CRT
strategy, perhaps significantly. In addition, our risk appetite
limits are governed by FHFA and these limits may lead us to take
actions to comply with these limits, including continued execution
of CRT transactions.
"Our debt funding needs and debt funding costs may increase as we
expect to advance significant amounts to cover principal and
interest payments to security holders for loans in forbearance and
to purchase delinquent loans from trusts after borrowers exit
forbearance plans. Therefore, the less liquid assets in our
mortgage-related investments portfolio are likely to increase in
future periods."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1026214/000102621421000033/fmcc-20201231.htm
About Freddie Mac
Federal National Mortgage Association (Freddie Mac) is a GSE
chartered by Congress in 1970. The Company's public mission is to
provide liquidity, stability, and affordability to the U.S. housing
market. Freddie Mac does this primarily by purchasing residential
mortgage loans originated by lenders. In most instances, it
packages these loans into guaranteed mortgage-related securities,
which are sold in the global capital markets and transfer
interest-rate and liquidity risks to third-party investors. In
addition, the Company transfers mortgage credit risk exposure to
third-party investors through its credit risk transfer programs,
which include securities- and insurance-based offerings. The
Company also invests in mortgage loans and mortgage-related
securities. The Company does not originate loans or lend money
directly to mortgage borrowers.
Freddie Mac conducts its business subject to the direction of
Federal Housing Finance Agency (FHFA) as its conservator. The
Conservator has provided authority to the Board of Directors to
oversee management's conduct of the Company's business operations
so it can operate in the ordinary course. The directors serve on
behalf of, exercise authority as provided by, and owe their
fiduciary duties of care and loyalty to the Conservator. The
Conservator retains the authority to withdraw or revise the
authority it has provided at any time. The Conservator also
retains certain significant authorities for itself, and has not
provided them to the Board. The Conservator continues to provide
strategic direction for the company and directs the efforts of the
Board and management to implement its strategy. Many management
decisions are subject to review and/or approval by FHFA and
management frequently receives direction from FHFA on various
matters involving day-to-day operations.
As of Dec. 31, 2020, Freddie Mac had $2.62 trillion in total
assets, $2.61 trillion in total liabilities, and $16.41 billion in
total equity.
FREEPORT-MCMORAN: Egan-Jones Lowers Sr. Unsecured Ratings to BB
---------------------------------------------------------------
Egan-Jones Ratings Company, on January 29, 2021, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Freeport-McMoRan Incorporated to BB from BB-.
Headquartered in Phoenix, Arizona, Freeport-McMoRan Inc. is an
international natural resources company.
FRESH MARKET: Moody's Raises CFR to B3, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating and
probability of default rating of The Fresh Market, Inc. to B3 and
B3-PD from Caa1 and Caa1-PD respectively. Moody's also upgraded the
rating of the company's senior secured notes to B3 from Caa1. The
outlook is stable.
"Fresh Market's topline and EBITDA has demonstrated an improving
trend since 2019 and got a further boost from pantry loading during
the pandemic as consumers increased transaction sizes while
lowering the number of trips to the store," Moody's Vice President
Mickey Chadha stated. "Although the recent unprecedented sales
growth is expected to moderate in 2021 and the industry will remain
highly competitive, we expect leverage to remain below 5.5x in the
next 12 months," Chadha further stated.
Upgrades:
Issuer: Fresh Market, Inc. (The)
Probability of Default Rating, Upgraded to B3-PD from Caa1-PD
Corporate Family Rating, Upgraded to B3 from Caa1
Senior Secured Regular Bond/Debenture, Upgraded to B3 (LGD4) from
Caa1 (LGD4)
Outlook Actions:
Issuer: Fresh Market, Inc. (The)
Outlook, Remains Stable
RATINGS RATIONALE
The Fresh Market, Inc.'s B3 corporate family rating reflects the
company's high leverage, relatively small scale in a highly
competitive business, and geographic concentration in the
Southeast. Although improved, leverage will still be high with
debt/EBITDA expected to be around 5.4x and EBIT/interest at around
1.0x (including Moody's standard lease adjustments) in the next 12
months. Management has undertaken a number of strategic initiatives
to improve operating performance including price investments,
reducing shrink, adding delivery and curbside pickup at all stores,
and the emphasis on higher quality meats and fresh produce and
perishables which resulted in improving same store sales and
average customer transaction size in fiscal 2019. The pantry
loading and panic buying by consumers due to the coronavirus
pandemic is expected to further improve same store sales by over
20% for fiscal year 2020. Profitability and liquidity have improved
as promotional cadence has been lower and inventory turnover has
been quicker as demand remains high. The pace of 2020 sales growth
is unsustainable and Moody's expects total sales to decline in
fiscal 2021 as buying patterns start to normalize. In addition to
the volatility in financial policies inherent with ownership by a
financial sponsor, Moody's ratings also reflect The Fresh Market's
business environment which will remain highly competitive with
increasing pricing pressure as promotional activity accelerates.
Ratings also reflect The Fresh Market's attractive market niche and
its above average income demographic. The company's liquidity is
good with about $187 million of unrestricted cash and restricted
cash of $23 million as cash collateral for LC's on the balance
sheet at October 25, 2020. Moody's expects the company to remain
free cash flow positive for the next 12 months. The company does
not have a revolving credit facility but issued $135 million super
priority senior secured notes maturing 2025 and proceeds from these
notes remain as cash on the balance sheet.
The stable outlook reflects Moody's expectation that although
operating trends will moderate in 2021, leverage will remain below
5.5x in the next 12 months, financial policies will remain
supportive of the stronger credit profile and liquidity will remain
good.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if same store sales growth remains
positive accompanied with margin stability. In addition, an upgrade
would require maintaining good liquidity. Quantitatively, an
upgrade would require debt/EBITDA sustained below 5.0 times and
EBIT/interest sustained above 1.5 times with financial policies
that support credit metrics at these levels.
Ratings could be downgraded if operating performance does not
continue to improve and positive trends in same store sales and
operating margins do not continue such that debt/EBITDA is
sustained above 5.5 times or EBIT/interest remains below 1 times.
Ratings may also be downgraded if debt is not refinanced well in
advance of its maturity or if liquidity erodes or financial
policies become detrimental to the interest of debt holders.
The Fresh Market, Inc. is a specialty grocery retailer. The Company
operates 159 stores in 22 states across the United States. The
company is owned by Apollo Global Management, LLC. Revenues for the
LTM period ending October 25, 2020 totaled $1.7 billion.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
GATES GLOBAL: S&P Rates New Dollar-Denominated Term Loan 'B+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Gates Global LLC's proposed $1.377 billion
senior secured dollar-denominated term loan due March 2027. The
company will use proceeds from the transaction to repay the
outstanding amount on the existing dollar-denominated term loan due
March 2024. Following the company's $300 million prepayment in the
fourth quarter of 2020, about $1.377 billion remains outstanding on
the existing term loan. S&P views the maturity extension, along
with the voluntary debt reduction, as credit positive and believe
it improves Gates' liquidity and debt maturity profile. The
revolving credit facility and euro-denominated term loan maturities
are unchanged.
S&P said, "Our 'B+' issue-level rating on the senior secured credit
facilities and 'B' issue-level rating on the senior unsecured notes
are also unchanged. The '3' recovery rating on the company's senior
secured credit facilities indicates our expectation for meaningful
(50%-70%; rounded estimate: 60%) recovery while the '5' recovery
rating on the senior unsecured notes indicates our expectation for
modest (10%-30%; rounded estimate: 15%) recovery in the event of a
payment default."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario assumes a payment default in
2025, reflecting a sustained economic downturn that reduces
customer demand for auto and industrial replacement product,
intense pricing pressure from competitors, and execution challenges
related to the ramp-up of new technologies and product offerings.
-- S&P said, "We believe that if Gates were to default, a viable
business model would remain because of its credible customer base,
strong book of business, and competitive global footprint.
Therefore, we believe that debt holders would achieve the greatest
recovery value through reorganization rather than through
liquidation."
-- The recovery analysis is dependent on Gates' domestic
operations, but a majority of the wholly owned nonguarantor
subsidiaries provide 100% pledges of their shares under the credit
agreement and asset-backed revolver.
Simulated default assumptions
-- Simulated year of default: 2025
-- EBITDA multiple: 5.5x
-- EBITDA at emergence: $335 million
-- Jurisdiction: U.S.
Simplified waterfall
-- Net enterprise value at default (after 5% administrative
costs): $1.749 billion
-- Valuation split (obligors/nonobligors): 85%/15%
-- Priority claims: $190 million
-- Value available to first-lien debt (collateral/noncollateral):
$1.297 billion/$262 million
-- Secured first-lien debt claims: $2.285 billion
--Recovery expectations: 50%-70%; rounded estimate: 60%
-- Value available to unsecured debt (collateral/noncollateral):
$0/$262 million
-- Pari passu secured deficiency claims: $988 million
-- Senior unsecured debt claims: $586 million
--Recovery expectations: 10%-30%; rounded estimate: 15%
Note: Debt amounts include six months of accrued interest that S&P
assumes will be owed at default. Collateral value includes asset
pledges from obligors (after priority claims) plus equity pledges
in non-obligors. S&P generally assumes usage of 85% for cash flow
and 60% for asset-based lending revolvers at default.
GG/MG INC: HGR Buying JCB 550 & CAT T80DSTR Forklifts for $18K Cash
-------------------------------------------------------------------
GG/MG, Inc., asks the U.S. Bankruptcy Court for the Eastern
District of Missouri to authorize it to sell to HGR Industrial
Supples for $18,000, cash, the following: (a) a JCB 550 forklift;
and (b) a CAT T80DSTR forklift.
Among the Debtor's assets are numerous items of equipment and
inventory, including the forklifts. The Debtor currently has no
use for the Forklifts and same are not necessary to its
operations.
On Feb. 2, 2021, the Debtor received an offer letter from HGR, an
unrelated party, to purchase the Forklifts for a price of $18,000
in cash at closing. HGR's offer is on an "as-is" basis and HGR
will undertake all costs of transportation of the Forklifts. The
proposed sale will not involve any commissions to any broker.
In June of 2020, Midwest Regional Bank ("MRB") engaged an auction
company to conduct an appraisal of certain items of the Debtor's
property, which included the Forklifts. The auction entity
estimated a value of $20,250 for the Forklifts and noted one had
high hours.
Based upon the proposals of auction companies Debtor consulted in
connection with the proposed sale of its personal property in the
fall of 2020, a sale of the Forklifts through an auction company
would likely involve commissions in the approximate amount of 20%
such that the offer from HGR is competitive with and in fact
superior to the $16,200 that the Debtor would expect to receive in
an auction of the Forklifts based on the appraisal obtained by
MRB.
Pursuant to 11 U.S.C. Sections363 and 105, the Court may authorize
the sale of property of an estate free and clear of all interests,
liens, claims, and encumbrances, with such interests, liens,
claims, and encumbrances attaching to the sale proceeds. In the
matter, the only interests, liens, claims, and encumbrances with
respect to the Forklifts are the blanket UCC lien of MRB and a lien
in favor of the Internal Revenue Service.
The proposed sale to HGR will provide the best opportunity for a
recovery with respect to the Forklifts, is the highest and best
offer that Debtor reasonably expects to receive for said property,
and exceeds the net sale value estimated by the professional
appraiser MRB retained.
Finally, the Debtor asks the Court to modify the automatic stay to
the extent necessary to complete the transactions.
Counsel for Debtor:
Robert A. Breidenbach, Esq.
GOLDSTEIN & PRESSMAN, P.C.
7777 Bonhomme Ave., Ste. 1910
St. Louis, MO 63105
Telephone: (314) 727-1717
Facsimile: (314) 727-1447
E-mail: rab@goldsteinpressman.com
About GG/MG, Inc.
GG/MG, Inc. was formed in 2004 to continue the 30-year legacy of
the Gunter family and conducts its business under its doing
business as "Landfill Equipment Sales & Service" in a facility
located in Herculaneum, Missouri, just south of St. Louis. The
Debtor provides top level repair, restoration, and reconditioning
with respect to landfill compactors and related equipment used in
the landfill management industry, and also holds an inventory of
rebuilt and refurbished machines, parts, and wheels for said
equipment.
GG/MG, Inc. sought Chapter 11 protection (Bankr. E.D. Mo. Case No.
20-42506-659) on May 12, 2020.
GRATITUDE TRAINING: Seeks to Hire Varshawsky Huber as Accountant
----------------------------------------------------------------
Gratitude Training, LLC seeks approval from the U.S. Bankruptcy
Court for the Southern District of Florida to hire Varshawsky
Huber, LLP as its accountant.
The firm will be assisting the Debtor with the preparation of its
2020 tax returns and with tax planning.
The firm's hourly rates range from $125 to $275.
Mark Varshawsky, a partner at Varshawky Huber, disclosed in a court
filing that the firm is a "disinterested person" as required by
Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Mark Varshawsky, CPA
Varshawsky Huber, LLP
1297 Flynn Rd Suite 260
Camarillo, CA 93012
Phone: +1 805-484-3100
About Gratitude Training
Gratitude Training, LLC, a coaching company that offers
transformational trainings, filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
21-10143) on Jan. 8, 2021. Gratitude Training President signed the
petition.
At the time of the filing, the Debtor disclosed $40,811 in assets
and $1,788,435 in liabilities.
Judge Peter D. Russin presides over the case.
The Debtor tapped Van Horn Law Group, P.A. as its legal counsel and
Varshawsky Huber, LLP as its accountant.
HARRY L. MORRIS, JR.: Selling Huntington Beach Property for $1.135M
-------------------------------------------------------------------
Harry L. Morris, Jr. asks the U.S. Bankruptcy Court for the Central
District of California to authorize the sale of his primary
residence located at 8121 Wenlock Circle, Huntington Beach,
California, to Lap Quoc Nguyen and Lan Ngo Nguyen for $1.135
million, free and clear of all liens, claims, encumbrances and
other interests, subject to overbid.
A hearing on the Motion is set for March 10, 2021, at 10:00 a.m.
The Objection Deadline is Feb. 24, 2021.
The Debtor and his former spouse, Kelly Morris, own the Property.
The Family Court has determined that the Property is community
property.
The Property is encumbered by (a) mortgage with Deutsche Bank
National Trust Co.; as of the petition date, the balance due was
$279,568.20; and (b) a family law lien filed by Ms. Morris' family
law attorney in the amount of $40,000. In addition to the liens,
the Debtor has claimed a $100,000 homestead exemption.
The Debtor put the Property on the market in September of 2020.
Since then, he has received five offers. The highest and best
offer was from the Buyers in the amount of $1.135 million, subject
to overbids. The Property was appraised at $1.14 million as of
Jan. 17, 2021. The Buyers made a down payment of $226,000 and have
pre-approval of a loan in the balance of $904,000. They are
purchasing the Property "As Is."
The liens impacting the Property are identified in the Title
Report, and will be paid out of escrow. Prorata unpaid real
property taxes will be paid. To the extent there are disputed
unresolved liens, such liens, if any, will attach to the proceeds
of the sale.
The estate and the Buyers will each pay their own escrow fees as is
customary in the county where the property is located. The sale
price and costs of sale are subject to Court approval.
The real estate broker commission will not exceed 5% of the
purchase price. The broker representing the Buyers is Citi Reality
through its sales agent, Chris Tran and, the commission will be
split between the Debtor's broker and the Buyers' broker, with each
receiving 2.5%.
The Estate may be liable for capital gains taxes on the sale
reduced by a gain exclusion available to the Debtor. Such taxes
will be paid when due.
The sale of the Property is subject to the bidding procedures.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: March 3, 2021, at 5:00 p.m. (PT)
b. Initial Bid: $1.14 million
c. Deposit: 3% of the overbid purchase price
d. Auction: At the hearing on March 10, 2021 at 10:00 a.m.,
California Time, or if rescheduled, upon telephonic notice of the
Buyers and the parties having submitted overbids in order to allow
all potential bidders the opportunity to overbid and purchase the
Property.
e. Bid Increments: $2,000
A Notice of Sale of Estate Property will be filed with the Court
for posting on its website under the link "Current Notices of
Sales" thereby giving notice to additional potential interested
parties. The Broker will update the Multiple Listing Service to
reflect the Bidding Procedures.
In the case, the sale proceeds will pay almost 100% if not 100% of
all the claims in the case. The sale is anticipated to net the
estate $674,423.99.
The Debtor and the Buyers desire to close the sale of the Property
as soon as practicable after entry of an order approving the sale.
Accordingly, the Debtor asks that the Court, in exercise of its
discretion provided under Federal Rule of Bankruptcy Procedure
Section 6004(h), waives the 14-day stay requirement.
A copy of the Contract and the Bidding Procedures is available at
https://tinyurl.com/4ovoytj7 from PacerMonitor.com free of charge.
The Purchasers:
Lap Quoc Nguyen and Lan Ngo Nguyen
14602 Crenshaw Blvd.
Gardena, CA 90249
Counsel for Debtor:
Caroline S. Kim, Esq.
Teresa A. Blasberg, Esq.
KIM LAW GROUP, P.C.
235 E. Broadway, Suite 1140
Long Beach, CA 90802
Telephone: (562) 988-5988
Facsimile: (562) 278-9444
Harry L. Morris, Jr. sought Chapter 11 protection (Bankr. C.D. Cal.
Case No. 8:19-bk-11153-TA) on
HAWAIIAN HOLDINGS: Egan-Jones Cuts Sr. Unsecured Ratings to CCC-
----------------------------------------------------------------
Egan-Jones Ratings Company, on February 1, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Hawaiian Holdings Incorporated to CCC- from CCC.
Headquartered in Honolulu, Hawaii, Hawaiian Holdings, Inc. provides
scheduled and charter air transportation of passengers, cargo, and
mail.
HAWAIIAN HOLDINGS: Incurs $510.9 Million Net Loss in 2020
---------------------------------------------------------
Hawaiian Holdings Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$510.93 million on $844.81 million of total operating revenue for
the year ended Dec. 31, 2020, compared to net income of $223.98
million on $2.83 billion of total operating revenue for the year
ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $3.97 billion in total assets,
$1 billion in total current liabilities, $1.03 billion in long-term
debt, $1.33 billion in total other liabilities and deferred
credits, and $600.15 million in total shareholders' equity.
The Company said, "Our operations and financial performance have
been negatively impacted by the COVID-19 pandemic that has caused,
and is expected to continue to cause, the global slowdown of
economic activity (including the decrease in demand for goods and
services), and significant volatility in and disruption to
financial markets. Because the severity, magnitude and duration of
the COVID-19 pandemic and its economic consequences are uncertain,
rapidly changing and difficult to predict, the pandemic's impact on
our operations and financial performance, as well as its impact on
our ability to successfully execute our business strategy and
initiatives, remains uncertain. Further, the ultimate impact of
the COVID-19 pandemic on our operations and financial performance
depends on many factors that are not within our control, including,
but not limited, to: governmental, business and individuals'
actions that have been and continue to be taken in response to the
pandemic (including restrictions on travel, transport and our
workforce); the impact of the pandemic and actions taken in
response to it on global and regional economies and travel; the
availability of federal, state, or local funding programs; general
economic uncertainty in global markets and financial market
volatility; global economic conditions and levels of economic
growth; and the pace of recovery when the COVID-19 pandemic
subsides."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1172222/000117222221000027/ha-20201231.htm
About Hawaiian Holdings
Hawaiian Holdings, Inc.'s primary asset is sole ownership of all
issued and outstanding shares of common stock of Hawaiian Airlines,
Inc. The Company is engaged in the scheduled air transportation of
passengers and cargo amongst the Hawaiian Islands (the Neighbor
Island routes) and between the Hawaiian Islands and certain cities
in the United States (the North America routes together with the
Neighbor Island routes, the Domestic routes), and between the
Hawaiian Islands and the South Pacific, Australia, New Zealand and
Asia (the International routes), collectively referred to as its
Scheduled Operations.
* * *
As reported by the TCR on July 17, 2020, S&P Global Ratings lowered
all ratings on Hawaiian Holdings Inc., including lowering the
issuer credit rating to 'CCC+' from 'B', and removed them from
CreditWatch, where it placed them with negative implications on
March 13, 2020. S&P expects Hawaiian to generate a significant cash
flow deficit in 2020 because of COVID-19's impact on air travel.
HOLLISTER CONSTRUCTION: Can Use Cash Collateral Until Feb. 26
-------------------------------------------------------------
Judge Michael B. Kaplan of the U.S. Bankruptcy Court for the
District of New Jersey entered his Thirty-Sixth Interim Order
authorizing Hollister Construction Services, LLC to use cash
collateral on an interim basis, through the earlier of February 26,
2021 or the Termination Date.
The Termination Date is the earliest to occur of:
(i) the termination or non-consensual modification of the
Thirty-Sixth Interim Order or the failure of the Thirty-Sixth
Interim Order to be in full force and effect;
(ii) the entry of a Court order terminating the Debtor's right
to use Cash Collateral;
(iii) the dismissal of the Chapter 11 Case or the conversion
of the Chapter 11 Case to a case under Chapter 7 of the Bankruptcy
Code;
(iv) the appointment of a trustee or an examiner with expanded
powers; and
(vi) the expiration of the Cure Period following the delivery
of a Default Notice by PNC Bank.
The Court has previously issued 35 Interim Orders authorizing the
Debtor to use cash collateral on an interim basis. Objections to
the Debtor's Motion that have not been withdrawn, waived or
settled, and all reservations of rights included therein or raised
on the record at the hearings are continued until February 25, 2021
at 10 a.m., the date upon which the Court will hold a further
interim hearing on the Debtor's Motion.
On November 13, 2014, PNC Bank extended a line of credit to the
Debtor in the principal amount of $15,000,000. The Prepetition Line
of Credit is evidenced by, inter alia, an Amended and Restated
Committed Line of Credit Note dated December 30, 2015 executed and
delivered by the Debtor to PNC and related (i) Borrowing Base Rider
dated November 13, 2014 between the Debtor and PNC and (ii)
Security Agreement dated November 13, 2014 executed and delivered
by the Debtor in favor of PNC.
On September 26, 2018, PNC loaned the Debtor the principal amount
of $1,600,000. The Prepetition Term Loan is evidenced by, inter
alia, a Term Loan Note dated as of September 26, 2018.
The outstanding principal amount of the obligations owing by the
Debtor to PNC under and in connection with the Prepetition Line of
Credit was $14,000,000, together with all accrued interest,
charges, fees, costs and expenses (including attorneys' fees and
legal expenses), in the aggregate, totaled at least $14,012,345.53
as of the Petition Date. The outstanding principal amount of the
obligations owing by the Debtor to PNC under and in connection with
the Prepetition Term Loan was $1,306,666.83 together with all
accrued interest, charges, fees, costs and expenses (including
attorneys' fees and legal expenses), in the aggregate, totaled at
least $1,309,025.57 as of the Petition Date. Taken together, the
outstanding amounts due and owing to PNC under the Prepetition Line
of Credit and Prepetition Term Loan were, in the aggregate, at
least $15,321,371.10, as of the Petition Date.
As of the Petition Date, the Secured Obligations were secured by a
valid, perfected, and enforceable and non-avoidable first priority
security interest and lien granted by the Debtor to PNC upon the
Collateral. The Prepetition PNC Lien in and against the
Prepetition PNC Collateral (i) is a valid, binding, perfected, and
enforceable lien and security interest on the Prepetition PNC
Collateral, (ii) is not subject, pursuant to the Bankruptcy Code or
other applicable law, to avoidance, recharacterization, recovery,
subordination, attack, offset, counterclaim, defense, or "claim" of
any kind, (iii) is subject and/or subordinate only to any validly
perfected and unavoidable liens that existed on the Petition Date
and are senior to the Prepetition PNC Lien under applicable
non-bankruptcy law, and (iv) constitute the legal, valid,
unavoidable and binding obligation of the Debtor, enforceable in
accordance with the terms of the Prepetition PNC Credit Documents.
Judge Kaplan acknowledged that "the Debtor does not have sufficient
unencumbered cash or other assets to continue to operate its
business during the Chapter 11 Case or to effectuate a
reorganization. The Debtor will be immediately and irreparably
harmed if it is not immediately granted the continued authority to
use PNC's Cash Collateral in order to permit, among other things,
the continuation of its business, the ability to fund payroll and
other taxes, the maintenance of their relations with vendors and
suppliers, satisfaction of their working capital needs, as well as
the ability to pay for inventory, supplies, overhead, insurance and
other necessary expenses and pay any statutory fees pursuant to 28
U.S.C. [sec.] 1930(a)(6). The access of the Debtor to sufficient
working capital and liquidity made available through the use of
PNC's Cash Collateral is vital to the preservation and maintenance
of the going concern value of the Debtor and to a successful
reorganization of the Debtor."
The Thirty-Sixth Interim Order contains, among others, these
relevant terms:
(1) As adequate protection for (i) the Debtor's post-petition
use of PNC's Cash Collateral, (ii) the Debtor's postpetition use,
sale or lease of the Prepetition PNC Collateral (including the use
of the Cash Collateral actually paid to professionals in connection
with the Additional Carve-Out, and (iii) the imposition of the
automatic stay, PNC is granted a replacement security interest in
and lien on all post-petition assets of the Debtor, but solely to
the extent of any actual diminution in the value of the PNC
Prepetition Collateral, and to the extent and with the same
priority in the Debtor's post-petition collateral, and proceeds
thereof, that PNC had in the Debtor's Prepetition PNC Collateral.
The Adequate Protection Lien granted by this Thirty-Sixth Interim
Order shall not extend to any claims or causes of action of the
Debtor under 11 U.S.C. Sections 544, 547, 548, 549, 550 or 551 or
any proceeds of any avoidance actions. The Adequate Protection
Lien granted to PNC shall be a (x) first priority perfected lien on
the Prepetition PNC Collateral on which PNC had a valid and
perfected first priority lien on as of the Petition Date, even if
such collateral is subject to a validly perfected lien that is
junior to the lien of PNC, and (y) junior perfected lien on the
Prepetition PNC Collateral that is subject to a validly perfected
lien with priority over PNC's liens as of the Petition Date.
(2) To the extent the adequate protection provided is
insufficient to protect PNC's interest in and to the Cash
Collateral, PNC shall have a superpriority administrative expense
claim pursuant to Section 507(b) of the Bankruptcy Code, senior to
any and all claims against the Debtor under Section 507(a) of the
Bankruptcy Code, subject to statutory fees pursuant to 28 USC
1930(a)(6).
(3) As further adequate protection, PNC shall be entitled to
(i) interest on account of the outstanding Secured Obligations,
which shall accrue at the non-default rate of interest in
accordance with the amounts, time and manner set forth in the
Prepetition PNC Credit Documents, and (ii) the reasonable and
documented fees, costs and expenses incurred by PNC after the
Petition Date, including, but not limited to, attorneys' fees and
expenses.
(4) Budget:
a) The Debtor may only use PNC's Cash Collateral for,
among other things, (i) working capital requirements, (ii) general
corporate purposes, and (iii) certain costs and expenses related to
the administration of the Chapter 11 Case, pursuant to and solely
in accordance with the cash collateral budget, which Budget has
been approved by PNC. Nothing contained in this Thirty-Sixth
Interim Order shall be deemed to constitute consent or agreement to
consent on PNC's part for the use of Cash Collateral beyond
February 26, 2021.
b) During the term of this Thirty-Sixth Interim Order,
the Debtor may not use PNC's Cash Collateral: (i) to investigate,
initiate, prosecute, join, or finance the initiation or prosecution
of any claim, counterclaim, action, suit, arbitration, proceeding,
application, motion, objection, defense, or other litigation of any
type: (A) against PNC or seek relief that would impair the rights
and remedies of PNC under the Prepetition PNC Credit Documents or
this Thirty-Sixth Interim Order, including, without limitation, for
the payment of any services rendered by the professionals retained
by the Debtor in connection with the assertion of or joinder in any
claim, counterclaim, action, proceeding, application, motion,
objection, defense, or other contested matter, the purpose of which
is to seek, or the result of which would be to obtain, any order,
judgment determination, declaration, or similar relief that would
impair the ability of PNC to recover on the Secured Obligations or
seeking affirmative relief against PNC; (B) invalidating, setting
aside, avoiding, or subordinating, in whole or in part, the Secured
Obligations, PNC's liens or security interests in the Prepetition
PNC Collateral; or (C) for monetary, injunctive, or other
affirmative relief against PNC or its liens on or security
interests in the Prepetition PNC Collateral that would impair the
ability of PNC to assert or enforce any lien, claim, right, or
security interest or to realize or recover on the Secured
Obligations; (ii) for objecting to or challenging in any way the
legality, validity, priority, perfection, or enforceability of the
claims, liens, or interests (including the Prepetition PNC Liens)
held by or on behalf of PNC; (iii) for asserting, commencing, or
prosecuting any claims or causes of action whatsoever, including,
without limitation, any Avoidance Actions against PNC; or (iv) for
prosecuting an objection to, contesting in any manner, or raising
any defenses to, the validity, extent, amount, perfection,
priority, or enforceability of the Prepetition PNC Liens or any
other rights or interests of PNC.
(5) At all times, the Debtor shall maintain casualty and loss
insurance coverage for the Prepetition PNC Collateral on
substantially the same basis as maintained prior to the Petition
Date and shall, if not already done, name PNC as a loss payee.
(6) Upon entry of the Sixth Interim Order, there was deemed to
be an aggregate carve out from PNC's Pre-Petition Collateral
(including Cash Collateral), in the following amounts: $75,000
Lowenstein Sandler, LLP, $20,000 for Committee professionals, and
$12,000 for Prime Clerk (collectively, the "Carve-Out"). To the
extent not already funded, the Carve-Out shall be funded into the
applicable professional fee escrow accounts pursuant to the terms
of this Thirty-Sixth Interim Cash Collateral Order and the Budget
from the escrow account upon entry of this Thirty-Sixth Interim
Cash Collateral Order or as soon as practical thereafter. The
Carve-Out amounts will only be disbursed to professionals pursuant
to the Adminstrative Fee Order.
(7) As of the weeks ending February 19 and February 26, 2021,
the Additional Carve-Out shall be increased and applied against the
Debtor's receipt of settlement funds from Non-Bonded Project
Settlements deposited into the Escrow Account and only after
accounting for any funds required by the Debtor for its ongoing
operational needs in accordance with any applicable Budget in place
between the Debtor and PNC. The amount of the Additional Carve-Out
for the weeks ending February 19 and February 26, 2021 shall be
equal to $25,000 ($20,000 Lowenstein Sandler, LLP and $5,000 for
Committee professionals); provided, however, that such Additional
Carve-Out is only payable from Settlement Funds subject to PNC's
lien (and not funds payable to Project Creditors pursuant to a
Settlement Agreement); and further provided that that such
Additional Carve-Out shall be paid to the professionals on a pro
rata basis simultaneous with the reduction of the Debtor's
obligations to PNC as follows: (a) at the rate of 67% of amounts
available in the Escrow Account to PNC from time to time; and (b)
at the rate of 33% of amounts available in the Escrow Account to
fund the Additional Carve-Out to professionals from time to time up
to the maximum amount of the Additional Carve-Out. The Additional
Carve-Out shall survive the termination of this Thirty-Sixth
Interim Cash Collateral Order and the expiration of the
Thirty-Sixth Cash Collateral Budget period. Upon further Court
order, the cash to pay the Additional Carve-Out shall be paid to
the applicable professionals into their respective attorney or
professional trust accounts and will only be disbursed to
professionals pursuant to the Adminstrative Fee Order.
(8) The occurrence of any of these events, unless waived in
writing by PNC, shall constitute an event of default:
a) the Debtor's continued use of PNC's Cash Collateral
after the Termination Date without the written consent of PNC;
b) the Debtor's failure to (i) comply with the Budget and
related reporting requirements, or (ii) perform, in any material
respect, any of its obligations under this Thirty-Sixth Interim
Order;
c) except as otherwise permitted herein, the Debtor
obtaining post-petition credit or incurring post-petition
indebtedness that is (i) secured by a security interest, mortgage
or lien on all or any portion of the Prepetition PNC Collateral
which is equal to or senior to, any security interest, mortgage or
lien of PNC, or (ii) entitled to priority administrative status
which is equal to or senior to that granted to PNC;
d) any lien or security interest purported to be created
under the Prepetition PNC Credit Documents shall cease to be, shall
be asserted by the Debtor not to be, or shall otherwise be
determined by the Bankruptcy Court not to be a valid and perfected
lien on or security interest in any Prepetition PNC Collateral,
with the priority required by the Prepetition PNC Credit Documents
or the provisions of this Thirty-Sixth Interim Order;
e) dismissal of the Chapter 11 Case, conversion of the
Chapter 11 Case to chapter 7, or the appointment of a chapter 11
trustee or examiner with expanded powers in the case;
f) an order shall be entered staying, reversing,
vacating, amending, or rescinding any of the terms of this
Thirty-Sixth Interim Order without the consent of PNC;
g) the entry of an order or judgment by this Court or any
other court: (i) modifying, limiting, subordinating, or avoiding
the priority of the obligations of the Debtor under this
Thirty-Sixth Interim Order, the obligations of the Debtor under the
Prepetition PNC Credit Documents, or the perfection, priority, or
validity of the Prepetition PNC Liens, or the Adequate Protection
Lien; (ii) imposing, surcharging, or assessing against PNC's claims
or the Prepetition PNC Collateral, any costs or expenses, whether
pursuant to section 506(c) of the Bankruptcy Code or otherwise;
(iii) impairing PNC's right to credit bid; and (iv) authorizing the
obtaining of post-petition credit or the incurrence of postpetition
indebtedness that is secured by a security interest, mortgage, or
other lien on all or any portion of the Prepetition PNC Collateral
which is equal to or senior to any security interest, mortgage, or
other lien of PNC, or entitled to administrative expense priority
status which is equal or senior to that granted to PNC herein;
h) the sale of any material portion of the Debtor's
assets outside of the ordinary course of business without the prior
written consent of PNC, unless, as a result of the sale, PNC is
paid in full;
i) any proceeds of any sale or other disposition of the
Prepetition PNC Collateral are not paid over to PNC despite a
requirement to do so in this Thirty-Sixth Interim Order, unless
otherwise previously agreed to by PNC in writing, in its sole
discretion; or
j) any of PNC's Cash Collateral is used, whether or not
pursuant to Court order, in a manner prohibited by this
Thirty-Sixth Interim Order.
A copy of the Court's Order is available at https://bit.ly/37jMcd7
from Prime Clerk, the claims agent.
About Hollister Construction Services LLC
Hollister Construction Services, LLC -- http://www.hollistercs.com/
-- is a full service commercial construction company with a team
of 150+ construction professionals. The Company's specialties
include interior and exterior renovations, building additions, and
ground up construction. Hollister's areas of expertise include the
construction of corporate, education, healthcare, industrial,
retail, and residential projects.
Hollister Construction sought Chapter 11 protection (Bankr. D.N.J.
Lead Case No. 19-27439) on Sept. 9, 2019, in Trenton, New Jersey.
In the petition signed by Brendan Murray, president, the Debtor was
estimated to have $100 million to $500 million in assets and
liabilities of the same range.
The Hon. Michael B. Kaplan oversees the case.
The Debtor tapped Lowenstein Sandler as counsel; SM Law PC, as
special counsel; 10X CEO Coaching, LLC, as restructuring counsel;
and The Parkland Group, Inc., as business consultant. Prime Clerk
serves as claims agent.
Counsel for Hollister Construction Services LLC may be reached at:
Kenneth A. Rosen, Esq.
Arielle A. Adler, Esq.
Bruce Buechler, Esq.
Joseph J. DiPasquale, Esq.
Jennifer B. Kimble, Esq.
Mary E. Seymour, Esq.
LOWENSTEIN SANDLER LLP
One Lowenstein Drive
Roseland, NJ 07068
Telephone: (973) 597-2500
Email: krosen@lowenstein.com
aadler@lowenstein.com
bbuechler@lowenstein.com
jdipasquale@lowenstein.com
jkimble@lowenstein.com
mseymour@lowenstein.com
Counsel for the Official Committee of Unsecured Creditors:
Sam Della Fera, Jr., Esq.
Joshua H. Raymond, Esq.
McManimon, Scotland & Baumann, LLC
75 Livingston Avenue, Suite 201
Roseland, NJ 07068
Counsel for PNC Bank:
James J. Holman, Esq.
Sommer L. Ross, Esq.
Duane Morris LLP
30 S. 17th Street
Philadelphia, PA 19103
I MORALES TIRE: Seeks to Hire Vilarino & Associates as Counsel
--------------------------------------------------------------
I. Morales Tire Corp. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to hire Vilarino & Associates, LLC
as its legal counsel.
The firm's services will include:
a) advising the Debtor with respect to its duties, powers and
responsibilities in its Chapter 11 case under the laws of the
United States and Puerto Rico;
b) advising the Debtor as to whether reorganization is
feasible and, if not, assisting the Debtor in the orderly
liquidation of its assets;
c) negotiating with creditors in the formulation and
confirmation of a viable plan of reorganization;
d) preparing legal papers;
e) appearing before the bankruptcy court or any court where
the Debtor asserts a claim interest or defense related to its
bankruptcy case; and
f) other legal services necessary to administer the case.
The firm will be paid at these rates:
Javier Vilarino, Esq (Senior Attorney) $250 per hour
Associates $175 per hour
Paralegals $100 per hour
Vilarino & Associates is a disinterested person as defined in
Section 101(14) of the Bankruptcy Code, according to court papers
filed by the firm.
The firm can be reached through:
Javier Vilarino, Esq.
Vilarino & Associates, LLC
1519 Avenida de la Constitucion 5th Floor
San Juan, PR 00918
Phone: +1 787-565-9894
Email: office@vilarinolaw.com
About I. Morales Tire Corp.
Aguas Buenas, P.R.-based I. Morales Tire Corp. filed its voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D.P.C. Case No. 21-00311) on Feb. 3, 2021, listing $100,001 to
$500,000 in both assets and liabilities. Judge Mildred Caban
Flores oversees the case. Vilarino & Associates, LLC serves as the
Debtor's legal counsel.
IFRESH INC: Delays Filing of Form 10-Q for Period Ended Dec. 31
---------------------------------------------------------------
iFresh Inc. filed a Form 12b-25 with the Securities and Exchange
Commission notifying the delay in the filing of its Quarterly
Report on Form 10-Q for the quarter ended Dec. 31, 2020. The
Quarterly Report of iFresh could not be filed within the prescribed
time period due to the fact that the Company was unable to finalize
its financial results without unreasonable expense or effort. As a
result, the Company could not solicit and obtain the necessary
review of the Form 10-Q in a timely fashion prior to the due date
of the report.
About iFresh Inc.
Headquartered in Long Island City, New York, iFresh Inc. --
http://www.ifreshmarket.com-- is an Asian American grocery
supermarket chain and online grocer on the east coast of U.S. With
nine retail supermarkets along the US eastern seaboard (with
additional stores in Glen Cove, Miami and Connecticut opening
soon), and two in-house wholesale businesses strategically located
in cities with a highly concentrated Asian population, iFresh aims
to satisfy the increasing demands of Asian Americans (whose
purchasing power has been growing rapidly) for fresh and culturally
unique produce, seafood and other groceries that are not found in
mainstream supermarkets. With an in-house proprietary delivery
network, online sales channel and strong relations with farms that
produce Chinese specialty vegetables and fruits, iFresh is able to
offer fresh, high-quality specialty produce at competitive prices
to a growing base of customers.
iFresh Inc. reported a net loss of $8.29 million for the year ended
March 31, 2020, compared to a net loss of $12 million for the year
ended March 31, 2019. As of Sept. 30, 2020, the Company had
$131.44 million in total assets, $112.88 million in total
liabilities, and $18.55 million in total shareholders' equity.
Friedman LLP, in New York, the Company's auditor since 2016, issued
a "going concern" qualification in its report dated Aug. 13, 2020,
citing that the Company has incurred significant operating losses,
has negative working capital of $28.6 million and is not in
compliance with its credit agreement. These conditions raise
substantial doubt about the Company's ability to continue as a
going concern.
INTELSAT SA: Junior Debt Holders Fight for $5 Billion C-Band Pay
----------------------------------------------------------------
Allison McNeely of Bloomberg News reports that Intelsat SA's junior
debt holders are fighting for the right to pursue nearly $5 billion
in potential payments from its spectrum sale, setting up what may
be an uphill battle in bankruptcy court.
A group of convertible bondholders filed a motion asking for
approval to pursue claims against other Intelsat subsidiaries
expected to have the first right to payments from the Federal
Communications Commission tied to the regulator's planned C-Band
auction.
"At the heart of these jointly-administered cases is the question
of which Debtor estate is entitled to more than $4.8 billion of
Accelerated Relocation Payments available under an FCC Order
adopted in the months before the Debtors commenced these Chapter 11
cases. The Accelerated Relocation Payments equal almost one-third
of the Debtors' funded indebtedness entering Chapter 11. They are
almost five times the Debtors' consolidated annual earnings.
Resolving which Debtor estate is entitled to receive the
Accelerated Relocation Payments is a critical precondition to the
parties' ability to effectively negotiate, propose, or confirm any
plan of reorganization," said the Ad Hoc Group of 4.5% Convertible
Senior Notes Due 2025 issued by Intelsat S.A. (the "Convertible
Noteholders").
The Convertible Noteholders has filed a motion seeking derivative
standing to prosecute the Intercompany Claims to protect the value
of the Accelerated Relocation Payments for the benefit of the
Intelsat S.A. estate (the "S.A. Estate") and its stakeholders.
"As made plain in the proposed Adversary Complaint, the
Intercompany Claims easily pass the basic threshold of
"colorability" necessary for derivative standing. The estate of
Intelsat Jackson does not have any entitlement to the Accelerated
Relocation Payments. Although Intelsat Jackson is the parent of
the companies nominally holding the C-Band licenses, the FCC Order
(i) modified those licenses to remove any right to continued
transmission on the relevant portion of C-Band spectrum, and (ii)
is clear that the Accelerated Relocation Payments are not
compensation for modification of the licenses. Instead, the
Accelerated Relocation Payments are compensation belonging to
Intelsat S.A. as the corporate parent with ultimate responsibility
both to clear the necessary spectrum and to suffer regulatory
penalties for delayed clearing," the Convertible Noteholders said.
About Intelsat S.A.
Intelsat S.A. -- http://www.intelsat.com/-- is a publicly held
operator of satellite services businesses, which provides a diverse
array of communications services to a wide variety of clients,
including media companies, telecommunication operators, internet
service providers, and data networking service providers. The
Company is also a provider of commercial satellite communication
services to the U.S. government and other select military
organizations and their contractors. The Company's administrative
headquarters are in McLean, Virginia, and the Company has extensive
operations spanning across the United States, Europe, South
America, Africa, the Middle East, and Asia.
Intelsat S.A. and its debtor-affiliates concurrently filed
voluntary petitions for relief under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Lead Case No. 20-32299) on May 13, 2020.
The
petitions were signed by David Tolley, executive vice president,
CFO, and co-CRO. At the time of the filing, the Debtors disclosed
total assets of $11,651,558,000 and total liabilities of
$16,805,844,000 as of April 1, 2020.
Judge Keith L. Phillips oversees the cases.
The Debtors tapped Kirkland & Ellis LLP and Kutak Rock LLP as legal
counsel; Alvarez & Marsal North America, LLC as restructuring
advisor; PJT Partners LP as financial advisor & investment banker;
Deloitte LLP as tax advisor; and Deloitte Financial Advisory
Services LLP as fresh start accounting services provider. Stretto
is the claims and noticing agent.
The Office of the U.S. Trustee appointed a committee of unsecured
creditors on May 27, 2020. The committee tapped Milbank LLP and
Hunton Andrews Kurth LLP as legal counsel; FTI Consulting, Inc. as
financial advisor; Moelis & Company LLC as investment banker; Bonn
Steichen & Partners as special counsel; and Prime Clerk LLC as
information agent.
INTERNET BRANDS: Moody's Rates New $575MM Second Lien Loan 'Caa2'
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Moody's Investors Service assigned a Caa2 rating to MH Sub I, LLC's
(d/b/a "Internet Brands" or the "company") proposed $575 million
second-lien term loan maturing 2029. The B3 Corporate Family Rating
and stable outlook remain unchanged.
Net proceeds from the new second-lien term loan will be used to
refinance the existing $575 million second-lien term loan maturing
2025. The new second-lien term loan will be issued by the same
borrowing entity as the existing second-lien facility. Earlier this
week, Internet Brands launched a $300 million add-on to its
existing $900 million incremental first-lien term loan maturing
2024, which will be used to fund a small-sized acquisition and add
cash to the balance sheet for future M&A.
Following is a summary of the rating action:
Assignments:
Issuer: MH Sub I, LLC (Co-Borrower: WebMD Health Corp.)
$575 Million Senior Secured Second-Lien Term Loan Facility due
2029, Assigned Caa2 (LGD6)
The assigned rating is subject to review of final documentation and
no material change in the size, terms and conditions of the
transaction as advised to Moody's. Upon transaction close, Moody's
will withdraw the rating on the old second-lien term loan maturing
2025.
RATINGS RATIONALE
The $575 million second-lien transaction is credit and leverage
neutral since Moody's expects Internet Brands to use the net
proceeds to fully repay the same amount of the existing second-lien
term loan. Moody's views the transaction favorably given the
extension of the debt maturity and expected interest expense
savings.
Though the second-lien transaction is leverage neutral, pro forma
gross debt will increase as a result of the recent $300 million
add-on to the incremental first-lien term loan. However, Internet
Brands has sufficient financial flexibility and debt capacity to
absorb this additional debt. This is due to strong profit growth
over the past year driven by the WebMD and healthcare businesses,
which remained resilient during the COVID-19 pandemic. Inclusive of
the full twelve months EBITDA impact from acquisitions that closed
in 2020 and scheduled to close in the weeks ahead, estimated cost
synergies and the November 2020 incremental first-lien term loan
add-on, Moody's estimates pro forma financial leverage will rise to
roughly 6.7x total debt to EBITDA compared to 6.4x estimated at 31
December 2020 (metrics are Moody's adjusted). On a pro forma total
debt to GAAP EBITDA basis, which excludes the full twelve months
EBITDA impact from recent and future acquisitions, Moody's estimate
leverage at around 7x. Notwithstanding the company's solid
operating performance, the upsize somewhat reduces Internet Brands'
financial flexibility until profit expansion, cost synergies and
de-leveraging materialize.
Internet Brands' B3 CFR reflects its solid debt protection measures
for the rating category, high EBITDA margins in the 35%-40% range
(Moody's adjusted) and 45%-50% free cash flow (FCF) conversion
counterbalanced with a serial acquisition growth strategy, which
could lead to volatile credit metrics and integration challenges.
Following the 2014 KKR buyout, the company embarked on a
debt-financed acquisition spending spree with reported gross debt
increasing over sixfold from around $640 million to $4.3 billion
pro forma. Internet Brands generally acquires 5-10 companies
annually and has a track record of successfully integrating
acquisitions on or ahead of schedule and expanding their margins in
the process. The company's aggressive growth strategy has occurred
against a backdrop of rising valuations for technology assets.
The rating is further supported by Internet Brands' resilient
business model characterized by its: (i) sizable healthcare
business, a sector of the economy that has fared better than other
industries in withstanding the economic impact from the COVID-19
pandemic given its non-discretionary and essential nature; and (ii)
subscription-based Software-as-a-Service (SaaS) business. The
healthcare segment accounts for just over 75% of Internet Brands'
total revenue driven by its Medscape brand, which is the leading
digital resource for physicians and other healthcare professionals
globally; and WebMD, the leading destination for consumer health
information. While the healthcare business is chiefly an
advertising-based revenue model (with a small subscription
component), it has a highly visible revenue stream of which
approximately 65% is currently fully contracted over the coming the
year, fueled by strong pharmaceutical advertising and sponsorship
revenue across both Medscape's professional practice and WebMD's
consumer platform. Moody's expects contracted ad revenue to rise to
85%-90% by Q2 2021 and ad spending in the healthcare,
pharmaceutical and online sectors to continue to hold up fairly
well in 2021.
The rating is constrained by heightened governance risk from the
company's majority ownership by private equity sponsor, KKR.
Management's financial strategy, capital allocation and track
record are solely influenced by the equity sponsor's demonstrated
desire to welcome EBITDA growth as a means to build capacity for
sizable debt-financed acquisitions and/or shareholder
distributions, which increases the probability of future leveraging
events following periods of deleveraging. There is also the
potential for website traffic declines due to rapidly changing
technology and industry standards as well as low entry barriers
that could possibly increase competitive threats. Moody's also
believes there is limited ability for Internet Brands to negotiate
attractive pricing in certain ad revenue sharing agreements given
that a growing and more concentrated share of digital ad revenue is
derived from Alphabet's and Facebook's owned and operated
websites.
The stable outlook reflects Moody's view that Internet Brands'
business model and operating profitability will continue to remain
resilient during the pandemic, experience mid-to-high-single digit
revenue and EBITDA growth and generate robust free cash flow.
Potentially higher leverage, as measured by total debt to GAAP
EBITDA, rising to the 7x-7.5x range (Moody's adjusted) due to
additional debt incurrence for M&A or shareholder distributions, is
also factored in the stable outlook.
Over the coming twelve months, Moody's expects Internet Brands will
maintain very good liquidity, supported by positive free cash flow
(FCF) generation in the $250 million to $350 million range
(excluding the $500 million debt-financed dividend paid in January
2021) and sizable cash balances. At LTM December 31, 2020, the
company generated FCF of $324.5 million and cash balances totaled
$1,159 million (approximately $790 million pro forma for the: (i)
January 2021 shareholder distribution; (ii) acquisition that closed
in February 2021; and (iii) net cash from the recent $300 million
incremental first-lien term loan add-on). Moody's expect excess
cash balances will be used to fund M&A over the coming year.
Liquidity is further enhanced by access to the undrawn $214 million
revolving credit facility (RCF) maturing March 2024. The RCF is
subject to a springing First-Lien Secured Debt to Consolidated
EBITDA maintenance covenant (currently set at 7x, as defined in the
first-lien credit agreement) that becomes operative when more than
30% of the facility is drawn in a given quarter. Moody's does not
expect Internet Brands to draw on the RCF over the next 12-15
months.
The rapid spread of the coronavirus outbreak, deteriorating global
economic outlook, low oil prices, and high asset price volatility
have created an unprecedented credit shock across a range of
sectors and regions. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety. As a result of Internet
Brands' exposure to the US economy, the company remains vulnerable
to shifts in market demand and business and consumer sentiment in
these unprecedented operating conditions.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING
Ratings could be upgraded if management were to refrain from
aggressive debt-financed acquisitions that result in a highly
leveraged capital structure and sustain financial leverage well
below 6.5x total debt to GAAP EBITDA (Moody's adjusted). Upward
ratings pressure could also transpire if Internet Brands were to
maintain its leading market positions, demonstrate solid organic
revenue/earnings growth and continue to successfully integrate
acquisitions. The company would also need to expand its
subscription-based services to at least 50% of total revenue,
improve end market and international diversification and maintain
at least a good liquidity position.
The ratings could be downgraded if Internet Brands experienced: (i)
a weakened competitive position (as measured by market share); (ii)
recurring/reoccurring and/or performance--based ad revenue declines
from current levels; (iii) underperformance from acquisitions; (iv)
material increases in marketing and development costs (as measured
by percentage of revenue and impact on operating margin); (v)
acquisitions or shareholder distributions that are debt-funded
resulting in total debt to GAAP EBITDA sustained above 8x (Moody's
adjusted); or (vi) negative FCF and/or weakened liquidity on a
sustained basis.
Headquartered in Los Angeles, CA, Internet Brands is the trade name
for MH Sub I, LLC, an internet media company that owns more than
250 branded websites across three major verticals (Health; Legal;
and Other comprising Automotive, Home and Travel). Revenue totaled
approximately $1.48 billion for the twelve months ended December
31, 2020.
The principal methodology used in this rating was Business and
Consumer Service Industry published in October 2016.
IONIX TECHNOLOGY: Incorporates Unit Shijirun (Yixing) Technology
----------------------------------------------------------------
The Board of Directors of Ionix Technology, Inc. approved and
ratified the incorporation of Shijirun (Yixing) Technology, Ltd., a
limited liability company formed under the laws of the Peoples
Republic of China (PRC) on Feb. 7, 2021. Well Best International
Investment Limited, a limited liability company formed under the
laws of Hong Kong Special Administrative Region, and a wholly owned
subsidiary of the Company, is the sole shareholder of Shijirun. As
a result, Shijirun is an indirect, wholly-owned subsidiary of the
Company. Shijirun will head up the Company's advance into the new
energy industry focusing on developing and producing high-end
intelligent new energy equipment from Yixing City Jiangsu Province,
China.
About Ionix
Headquartered in Liaoning Province, China, Ionix Technology, Inc.
-- http://www.iinx-tech.com-- is a holding company that is
principally engaged in the photoelectric display and smart energy
industries. The company has five operating subsidiaries: Changchun
Fangguan Electronics Technology Co., Ltd, a company which has been
focusing on R&D, manufacturing and marketing LCM and LCD; Changchun
Fangguan Photoelectric Display Technology Co., Ltd, a company which
specializes in developing, designing, and selling TN and STN LCD,
STN, CSTN, and TFT LCD modules as well as other related products;
Shenzhen Baileqi Electronic Technology Co., Ltd, a company which
specializes in LCD slicing, filling, researching and designing, and
selling of LCD Modules (LCM) and PCBs; Lisite Science Technology
(Shenzhen) Co., Ltd., a company engaged in the marketing and
selling of intelligent electronic devices; and Dalian Shizhe New
Energy Technology Co., Ltd., a company engaged in the new energy
support service, and operating the photovoltaic power generation,
electric vehicles and charging piles with corresponding operation
and maintenance and three dimensional parking. Currently, IINX has
embarked on the layout of industrialization and marketization of
front end materials and back end modules of liquid crystal displays
and applications of flexible folding display technology by taking
Fangguan Electronics as production bases, to seize the market share
of OLED high technology.
Ionix reported a net loss of $277,668 for the year ended June 30,
2020, compared to net income of $397,047 for the year ended June
30, 2019. As of Sept. 30, 2020, the Company had $17.12 million in
total assets, $7.23 million in total liabilities, and $9.89 million
in total stockholders' equity.
The Company had an accumulated deficit of $270,108 as of Sept. 30,
2020. The Company incurred loss from operation and did not
generate sufficient cash flow from its operating activities for the
three months ended Sept. 30, 2020. The Company said these factors,
among others, raise substantial doubt about its ability to continue
as a going concern.
JUAN L. LARINO: Proposed $350K Sale of Newark Property Approved
---------------------------------------------------------------
Judge Stacey L. Meisel of the U.S. Bankruptcy Court for the
District of New Jersey authorized Juan Luis Larino's sale of the
real property located at 772 Summer Avenue, in Newark, New Jersey,
to Cesar Martinez and Angelica Rivas-Guevara for $350,000, pursuant
to and in accordance with the terms and conditions of the Purchase
Agreement.
A hearing on the Motion was held on Feb. 9, 2021, at 11:00 a.m.
The sale is free and clear of all liens, claims, interests and
encumbrances.
The customary closing adjustments payable by the Debtor for
municipal charges or assessments will be satisfied from the
proceeds of the Sale at closing.
The Motion included a request to pay the Special Counsel from the
sale proceeds. Pursuant to D.N.J. LBR 6004-5, the Special Counsel,
is a retained professional who qualified potential buyers, and
assisted with the Sale negotiations. Pursuant to D.N.J. LBR
6004-5, the Debtor will pay the Special Counsel a flat fee of
$2,500 from the sale proceeds without a separate application for
compensation.
The Debtor will be required to make further application to the
Court for release of any funds held in escrow following the
closing, including attorney fees.
The net sale proceeds from the sale of the Property will be held in
the Debtor's Bankruptcy Counsel's Trust Account pending
confirmation of a Chapter 11 Plan of Reorganization or further
order of the Court.
Notwithstanding Bankruptcy Rule 6004(h), the Order will not be
stayed for 14 days after its entry, but will be effective and
enforceable immediately upon entry.
A true copy of the Order will be served on all parties who received
notice of the Motion, within seven days from the entry of the
Order.
Juan Luis Larino sought Chapter 11 protection (Bankr. D. N.J. Case
No. 19-30898) on Nov. 4, 2019. The Debtor tapped David L. Stevens,
Esq., at Scura, Wigfield, Heyer & Stevens as counsel.
KAISER GYPSUM: Future Claimants Rep Taps Alexander Ricks as Counsel
-------------------------------------------------------------------
Lawrence Fitzpatrick, the legal representative for future claimants
of Kaiser Gypsum Company, Inc. and its affiliates, seeks approval
from the U.S. Bankruptcy Court for the Western District of North
Carolina to hire Alexander Ricks PLLC as his North Carolina
counsel.
Alexander Ricks will substitute for Hull & Chandler, P.A. Hull and
Chandler's representation of the FCR was led by Felton Parrish,
Esq., who resigned from the firm and joined Alexander Ricks on Feb.
1.
The firm will be paid at these rates:
Felton E. Parrish $475 per hour
Attorneys $250 to $495 per hour
paralegals $125 to $180 per hour
Mr. Parrish disclosed in a court filing 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:
Felton E. Parrish, Esq.
Alexander Ricks PLLC
1420 E. 7th Street, Suite 100
Charlotte, NC 28204
Tel: 980-334-2001
Fax: 704-375-8487
Email: felton.parrish@alexanderricks.com
About Kaiser Gypsum
Kaiser Gypsum Company, Inc.'s principal business consisted of
manufacturing and marketing gypsum plaster, gypsum lath and gypsum
wallboard. It has no current business operations other than
managing its legacy asbestos-related and environmental liabilities.
Kaiser Gypsum has no material tangible assets.
Hanson Permanente Cement, Inc.'s primary business was the
manufacture and sale of Portland cement products. It is a
wholly-owned, indirect subsidiary of non-debtor Lehigh Hanson, Inc.
HPCI is the direct parent of Kaiser Gypsum as well as non-debtor
Hanson Micronesia Cement, Inc. and non-debtor Hanson Permanente
Cement of Guam, Inc., the operating subsidiaries. Non-debtor
Permanente Cement Company, which has no assets or operations, is
also a wholly-owned subsidiary of HPCI.
Kaiser Gypsum and HPCI sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. W.D.N.C. Case Nos. 16-31602 and 16-10414)
on Sept. 30, 2016. Charles E. McChesney, II, vice president and
secretary, signed the petitions.
The Debtors tapped Rayburn Cooper & Durham P.A. and Jones Day as
their bankruptcy counsel, NERA Economic Consulting as consultant,
and PricewaterhouseCoopers LLP as financial advisor. Cook Law Firm
P.C., K&L Gates LLP and Miller Nash Graham & Dunn LLP serve as
special counsel.
At the time of the bankruptcy filing, the Debtors estimated their
assets and liabilities at $100 million to $500 million.
The U.S. Bankruptcy Administrator for the Western District of North
Carolina appointed an official committee of unsecured creditors.
The creditors' committee hired Blank Rome LLP and Moon Wright &
Houston, PLLC as bankruptcy counsel.
The official committee representing asbestos personal injury
claimants retained Caplin & Drysdale, Chartered as its legal
counsel.
Lawrence Fitzpatrick, the future claimants' representative, tapped
Young Conaway Stargatt & Taylor, LLP as his bankruptcy counsel,
Alexander Ricks PLLC as local counsel, and Ankura Consulting Group,
LLC as claims evaluation consultant.
KELLY L. NASCARELLA: $1.64M Sale of Clearwater Homestead Approved
-----------------------------------------------------------------
Judge Catherine Peek McEwen of the U.S. Bankruptcy Court for the
Middle District of Florida authorized Kelly L. Nascarella's sale of
the real property located at 886 Harbor Island, in Clearwater,
Florida, more particularly described as Lot 54, Unit 7C, Units 6D,
7A, 7C Island Estates of Clearwater, according to the Map or Plat
Thereof as Recorded in Plat Book 64, Pages 1 and 2, Public Records
of Pinellas County, Florida, to Mark Johnston for $1.635 million.
Deutsche Bank National Trust's Amended Objection to the Debtor's
Motion is overruled.
The sale is "as is" and free and clear of any liens, claims,
interests, encumbrances, and security interest of any kind,
including the liens of Deutsche, Harbor Island Joint Venture, and
Donica Law Firm, P.A.
At the closing, the Debtor is authorized and directed to sign all
closing documents on behalf of Peter M. Nascarella.
The liens of Deutsche, Harbor Island, and Donica will attach to,
and be paid from the proceeds. Taxes and ordinary closing costs,
including broker's fees, will be paid at closing.
The secured creditors will be paid from the sale proceeds by Feb.
19, 2021, as follows:
a. The first mortgage lien of Deutsche (recorded on May 12,
2003 in ORB 12738 at page 1954 of the public records of Pinellas
County, Florida) will be paid, at closing, the full amount of its
lien, in first priority of payment (before payment of other lien
holders) pursuant to a current payoff letter provided by Deutsche
(through its servicer and/or attorney) prior to closing. The
Debtor will provide Deutsche’s counsel written notice of the
closing date to at least three business days before closing.
b. Pursuant to the agreement between Debtor and Harbor Island
Joint Venture announced in open court and on the record at the
Hearing, Harbor Island will be paid $375,000 at closing in full
satisfaction of its lien and, upon payment of such amount at
closing, Harbor Island Joint Venture, the Debtor, and Peter M.
Nascarella will exchange mutual general releases.
c. Donica will be paid $14,239.61 at closing in full
satisfaction of its charging lien.
d. The remainder of the sale proceeds will be held in trust
by the Debtor's counsel until the Court determines the amount, if
any, of any further distribution to the Debtor or Peter M.
Nascarella.
The Court reserves the right to determine whether the Debtor is
entitled to claim a homestead exemption in the property or to use
any sale proceeds to purchase a replacement homestead.
The Debtor will file the closing statement from the sale of the
Real Property with the Court within 14 days from the closing of the
sale.
The 14-day stay required under Bankruptcy Rule 6004(h) is waived.
A copy of the Contract is available at https://tinyurl.com/195op3gu
from PacerMonitor.com free of charge.
Kelly L. Nascarella sought Chapter 11 protection (Bankr. M.D. Fla.
Case No. 20-09077) on Dec. 14, 2020. The Debtor tapped Ford Buddy,
Esq., at Buddy D. Ford, P.A. as counsel.
KEYSTONE PIZZA: Settles With Pizza Hut; Plan Confirmed
------------------------------------------------------
Judge Robert D. Berger has entered an order confirming the Amended
Plan of Liquidation of Keystone Pizza Partners, LLC.
Classes 1, 3 and 4 are impaired under the Plan and Classes 1 and 3
have voted to accept the Plan
According to the Plan filed Feb. 10, 2021, the Debtor has sold its
assets. The proceeds of the sale were principally paid to the
secured creditor Pacific Premier Bank ("PPB"), except to the extent
agreed by cash collateral stipulations, orders of the Court and
PPB.
There are funds remaining which PPB asserts continue to be subject
to its lien. However, as will be described below, with the
exception of certain administrative expenses, those funds shall,
with the agreement of PPB and the largest unsecured creditor Pizza
Hut, be used to pay taxes which have arisen as a result of the sale
of the Debtor's business, operations during the Chapter 11 case,
and potentially as a result of the Debtor having obtained a PPP
loan before the bankruptcy filing which allowed it to continue to
operate in Chapter 11.
The Debtor contemplates the only administrative claims to be paid
other than potentially some trailing ordinary course of business
obligations will be that of counsel for the Debtor. Counsel
contemplates payment pursuant to its remaining retainer, carve-out
and other payments pursuant to agreement with PPB but agrees it
will discount its remaining claim and/or accept a lesser payment
over time.
The Debtor does not contemplate any other classes of creditors
other than unsecured claims, the largest of which is Pizza Hut, LLC
("Pizza Hut"). Upon consummation of a sale to an approved Pizza
Hut franchisee (which has occurred), Pizza Hut will agree not to
receive a distribution under the Plan, and in consideration for an
approved sale by the Debtor, and the continuity of the Debtor's
business operations, ongoing employment of the Debtor's employees
and an enterprise which will continue to do business with Debtor's
creditors and vendors, Pizza Hut will make a cash payment to the
Debtor's estate of $30,000 (the "Continuity Payment"), on or before
the date the Plan becomes effective (the "Effective Date"). For
the avoidance of doubt, the Continuity Payment will be available to
and paid only to unsecured creditors with an Allowed Claim (as
defined herein), which shall not include Pizza Hut, PPB or TNT.
In summary, the largest creditors in this case, Pizza Hut, PPB and
TNT, agree to the Plan.
Class 3 General Unsecured Claims are impaired. Pizza Hut (and
including IPH FHA) and TNT have agreed not to receive a payment.
Creditors will receive pro-rata share of Continuity Payment.
A full-text copy of the Plan Confirmation Order dated February 10,
2021, is available at https://bit.ly/3qfadcF from PacerMonitor.com
at no charge.
A full-text copy of the Amended Plan of Liquidation dated February
10, 2021, is available at https://bit.ly/372HP6f from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Scott J. Goldstein
Zachary R.G. Fairlie
SPENCER FANE LLP
1000 Walnut Street, Suite 1400
Kansas City, Missouri 64106
Tel: (816) 474-8100
Fax: (816) 474-3216
E-mail: sgoldstein@spencerfane.com
zfairlie@spencerfane.com
About Keystone Pizza Partners
Keystone Pizza Partners, LLC, a pizza franchisee in Overland Park,
Kansas, sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Kan. Case No. 20-20709) on May 3, 2020. At the time of
the filing, the Debtor estimated $1 million to $10 million in both
assets and liabilities. Judge Robert D. Berger oversees the case.
The Debtor is represented by Spencer Fane, LLP.
KRAFT HEINZ: Fitch Assigns 'BB+' LT IDR & Alters Outlook to Pos.
----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook on the Long-Term
Issuer Default Ratings (IDR) of The Kraft Heinz Company (KHC) and
its subsidiary, Kraft Heinz Foods Company (Kraft Heinz), to
Positive from Stable and has affirmed the IDRs at 'BB+'. Fitch has
also affirmed Kraft Heinz's Short-Term IDR at 'B'.
The Positive Outlook reflects strong performance in 2020, which
benefited from increased demand for packaged foods due to the
coronavirus pandemic, with potential for significant debt paydown
in 2021 and 2022. This reflects strong cash balances of $3.4
billion at the end of 2020 and potential proceeds from the
company's announced sales of its natural cheese and nuts
businesses. The company generated strong EBITDA growth of $6.7
billion in 2020, with gross debt/EBITDA of 4.2x.
Fitch would upgrade KHC to 'BBB-' if it improves its operating
trajectory relative to its pre-pandemic results profile and
sustains gross debt/EBITDA at around 4.0x. This which would require
the company to pay down around $7.0 billion in debt from cash on
hand and asset proceeds, given Fitch’s base-case EBITDA
projection of $5.3 billion in 2022 following announced divestitures
and a normalized consumer spending environment.
Kraft Heinz's ratings also reflect the company's significant scale,
with $22 billion in pro forma annual sales (post asset sales), a
mid-20% EBITDA margin and good cash flow generation.
Kraft Canada's Long-Term IDR has been withdrawn following the
repayment of all debt under the subsidiary.
KEY RATING DRIVERS
Near-Term Benefit from Pandemic: Fitch expects elevated sales
demand through 1H21 before demand reverts to more normalized
levels, with 2022 revenue prior to asset sales returning close to
2019 levels of $25 billion. Kraft saw a significant sales lift from
the demand conditions caused by the pandemic in 2020, in line with
other packaged food companies. The company reported organic sales
increase of 6.2% in 1Q20, 7.4% in 2Q20 and 6.3% in 3Q20, with
growth sustained in 4Q20 at 6.0%. This reflected strong retail
performance across all business segments, offsetting declines in
food service related sales.
The strong top-line performance has supported EBITDA growth and
strong cash generation. Kraft Heinz reported EBITDA of $6.7 billion
in 2020, versus $6.0 billion in 2019 and Fitch's previous estimate
of $5.6 billion prior to the uplift from pandemic-related demand.
Proposed Business Sales: KHC plans to sell its natural cheese
business, which generates approximately $1.8 billion in annual
sales and $270 million in EBITDA on a standalone basis, to Groupe
Lactalis for $3.2 billion on a gross basis, or a 12x EBITDA
multiple. The sale is planned to close in 1H21 and would reduce
KHC's leverage to around 0.2x, as the company expects to use after
tax-proceeds to reduce debt. The natural cheese business has been
performing modestly worse than KHC's portfolio and carries about a
15% EBITDA margin, based on its disclosed EBITDA multiple related
to the proposed sale. A successful divestiture could slightly
improve KHC's overall growth rate, as the percentage of brands
defined as part of its growth portfolio would move to 54%, from
50%.
KHC announced a further sale on Feb. 11, 2021 of its nuts business,
which generates about $1.1 billion in annual sales and $200 million
in EBITDA on a standalone basis, to Hormel Foods Corporation for
$3.4 billion on a gross basis, or a 17x 2019 EBITDA multiple. The
transaction includes most products sold under the Planters brand,
including single variety and mixed nuts, trail mix, Nut-rition
products, Cheez Balls, and Cheez Curls, as well as Corn Nuts
branded products. The transaction also includes global intellectual
property rights to the Planters brand, subject to existing
third-party licenses in certain international jurisdictions, and to
the Corn Nuts brand.
The proposed transaction is expected to close in the first half of
2021, subject to regulatory review and approval. The company could
use a portion of the proceeds for further debt paydown. The
business carries about an 18% EBITDA margin based on its disclosed
EBITDA multiple related to its proposed sale, with higher
private-label penetration relative to the rest of its portfolio.
Leverage Targets: KHC has a stated target of sustaining leverage
under 4.0x on a net debt/EBITDA basis. Kraft ended 2020 with net
leverage of 3.7x, given EBITDA of $6.7 billion, total debt of $28
billion and cash balances of $3.4 billion. Net leverage could
decline to 3.5x assuming the sale of both the nuts and natural
cheese businesses.
A decline in gross debt/EBITDA to around 4x will depend on the
level of debt paydown using cash on hand and asset sale proceeds.
Assuming sustained EBITDA of around $5.3 billion in 2022 following
announced divestitures and a normalized consumer spending
environment, the company would need to pay down around $7 billion
in debt to yield gross debt/EBITDA of around 4.0x.
Mature Markets Limit Organic Business Growth: Kraft Heinz generated
$25 billion of total net revenue in 2019, with Fitch deeming the
growth in 2020 as mostly short-term in nature given the
pandemic-related demand. Its portfolio includes eight $1
billion-plus brands and other large and well-known household
brands. Kraft Heinz is heavily exposed to the mature North American
market, which makes up about 80% of sales and 75% of EBITDA.
Another 10% of its revenue comes from EMEA.
Organic growth remained elusive pre-pandemic for most large
packaged food companies in developed economies, due to brand
maturity and shifting consumer tastes. Kraft Heinz's organic growth
was down by 1% in 2017, up by 0.8% in 2018 and down by 1.7% in
2019. Pandemic-related demand for at-home food consumption
supported topline and EBITDA growth for many packaged food
companies in 2020 after anemic growth over the past few years.
Fitch expects packaged food companies to continue to see elevated
demand through 2021, but volume is likely to normalize in line with
Fitch’s projections of plus or minus 1% organic growth as Fitch
enters 2022.
Fitch expects many packaged food companies to invest heavily in
marketing initiatives in 2021 to hold on to the elevated demand
longer term, given new household penetration. The companies'
ability to retain new customers could be challenging, and Fitch
therefore forecasts close to flat organic growth post the
pandemic.
Portfolio Realignment and Refocus: At its September 2020 analyst
meeting, KHC announced a realignment of its overall strategy by
brand and a simplification of its consumer focus. KHC has divided
its brand portfolio into three groups with the objective of driving
organic growth sales of +1% to +2% annually. The first, comprising
50% of sales and brands like Heinz, Ore-Ida and Planters
(pre-announcement of sale), are positioned for growth with a target
of 3% to 5% organic net sales expansion annually versus 1% growth
on a CAGR basis between 2017-2019. The second group is labelled
'energize', consisting of around 30% of revenue and brands like
Oscar Meyer and Kraft Singles, is targeted to improve organic
growth trajectory to around flat versus down 2% in recent years.
The remaining 20%, including the Jell-O and Kool-Aid brands, has a
target of stabilizing net sales down 1% to down 3% versus down 4%
in recent years.
To achieve these goals, KHC has simplified its category focus to
six main platforms and plans to align product innovation and
marketing investments around these platforms. The platforms for
growth plans include taste elevation (27% of 2020 net sales), easy
meals made better (North America; 19% of 2020 net sales), and real
food snacking (9%). Energize brand platforms include fast fresh
meals (25%) and easy meals made better (International), while the
stabilize brand platforms are easy indulgent desserts (4%) and
flavorful hydration (6%). Assuming KHC can achieve its targeted
growth rates, the portfolio would grow topline in the 1% to 2%
range annually.
Expense Management and Investments: KHC announced in September 2020
a $2 billion cost reduction target, to be achieved by 2024,
representing around 10% of KHC's current cost structure.
Approximately 60% of savings are expected to come from procurement
initiatives like optimized sourcing and external manufacturer
partnership structures. The remaining savings are targeted from
manufacturing/logistics opportunities including supply chain
optimization and better planning processes.
These savings, in addition to cash inflows targeted from working
capital initiatives, are intended to fund growth investments in
addition to mitigate general cost inflation. For example, KHC plans
to expand marketing spending toward $1.4 billion in 2024 from the
current $1.1 billion level. Capex could grow to over $900 million
annually over the next three years from $768 million in 2019, as
the company projects capex to be 3.8% of sales with spending on
expanded capacity, manufacturing flexibility and product innovation
tools. Fitch has assumed Kraft Heinz's EBITDA margin post
divestiture is around 24% beginning 2022, in line with the reported
24.1% in 2019, assuming that inflation and required investments
along with flattish organic growth offset the savings benefit.
Kraft Targets Modest Growth: Kraft is targeting annual organic
revenue growth of 1% to 2% and EBITDA growth of 2% to 3%. Cash flow
prior to dividends, which was $2.8 billion in 2019 is targeted to
grow around mid-single digits, modestly faster than EBITDA growth
given working capital initiatives and debt reduction targets, which
would reduce cash interest expense. Cash flow would support KHC's
annual dividend of approximately $2 billion and opportunistic M&A
activity or debt reduction. Fitch is projecting organic revenue
growth, excluding the benefit of pandemic conditions, with EBITDA
of $5.8 billion-$5.9 billion without the benefit of pandemic
conditions and $5.3 billion pro forma for the sales of the natural
cheese and Planters business.
DERIVATION SUMMARY
KHC's ratings reflect the company's significant scale, with $22
billion in pro forma annual sales (post the asset sales), a mid-20%
EBITDA margin and good cash flow generation. KHC would need to
demonstrate an improved operating trajectory relative to its
pre-pandemic results and sustain gross debt/EBITDA at around 4.0x
with debt reduction for us to upgrade its rating to 'BBB-'. The
company would need to pay down around $7 billion in debt from cash
on hand and asset proceeds to yield gross debt/EBITDA of around
4.0x, given Fitch's base-case EBITDA projections of $5.3 billion in
2022 following announced divestitures and a normalized consumer
spending environment.
Mondelez International, Inc. (BBB/Stable) benefits from its global
scale, with the majority of its brands holding number one or two
global market shares in their respective categories. Mondelez
differentiates itself from competitors by focusing on snacks and
high exposure to international markets, at about 75% of revenues.
Fitch expects 2%-3% currency-neutral organic revenue growth and
3%-4% EBITDA growth over the next 24 to 36 months on a normalized
basis, with stable leverage in the mid-3x range, barring any
significant debt-financed share buybacks or acquisitions.
Campbell Soup Company's (BBB/Stable) ratings reflect its strong
brands, significant market share in several product categories led
by soup, solid profit margin and consistent FCF generation. Fitch
expects gross leverage (total gross debt/EBITDA) to decline to 3.2x
in the financial year ending July 2021, assuming the company pays
down $921 million of debt maturing in March-May 2021. Fitch expects
Campbell to generate annual FCF of $400 million-$450 million ($225
million in FY21, which reflects $200 million in working-capital
use) and deploy excess cash towards shareholder returns and/or tuck
in acquisitions, in the context of maintaining gross debt/EBITDA
under 3.5x.
Conagra Brands, Inc.'s (BBB-/Stable) rating recognizes its leading
position in the U.S. packaged food space and diversified brand
portfolio. Post its acquisition of Pinnacle Foods, Conagra is the
fifth largest U.S. packaged foods company, with FY20 revenue of
close to $11 billion. The portfolio benefits from its concentration
in frozen and refrigerated products and snacks and sweet treats,
which account for about 70% of its portfolio. EBITDA was $2.2
billion in FY20 and leverage came in at 4.3x. Fitch expects
leverage to be at or under 4x beginning FY21; this reflects
Fitch’s EBITDA projection of $2.3 billion in FY21 and $2.1
billion-$2.2 billion thereafter and continued debt paydown over the
next 24 months.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Fitch's projections exclude the contribution of the natural
cheese and nuts business beginning second half 2021, assuming
the transactions close in first half 2020.
-- 2021 revenue of about $23.6 billion, versus $26.0 billion in
2020 and $25.0 billion in 2019. This reflects 3% organic
growth as pandemic-related demand abates through the course
the year. Fitch has excluded the contribution of the natural
cheese business, which generates $1.8 billion in annual sales,
and the nuts business, which generates $1.1 billion in annual
sales, from second half 2021 projections. Fitch expects 2022
revenue of about $22 billion, reflecting a normalized consumer
spending environment and the full-year impact of announced
asset sales, and forecast flat organic growth from 2023.
-- EBITDA is expected to decrease to $5.6 billion in 2021 from
$6.7 billion in 2020 on as pandemic related demand abates and
the impact of divestitures on second half results. With the
sale of natural cheese, which generates approximately $270
million in EBITDA, and the nuts business which generates
approximately $200 million in EBITDA, 2022 EBITDA is forecast
to be approximately $5.3 billion and remain in this range
thereafter. Post divestitures, EBITDA margin is expected to be
around 24% or close to 2019 levels.
-- FCF (after dividends) is expected to be approximately $100\
million in 2021 versus a strong $2.4 billion in 2020, given
the decline in EBITDA relative to 2020 levels, the reversal of
working capital benefits, and higher capex spend. FCF is
expected to be around $600 million-$700 million thereafter.
-- Gross debt/EBITDA was 4.2x in 2020 and could trend towards
4.0x, depending on the level of debt paydown with cash on hand
and asset sale proceeds.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- The company would need to demonstrate an improved operating
trajectory relative to its pre-pandemic results and reduce
leverage to 4.0x with debt reduction for Fitch to consider an
upgrade to 'BBB-'. Given Fitch's base case EBITDA projections
of $5.3 billion in 2022 following announced divestitures and a
normalized consumer spending environment, the company would\
need to pay down around $7 billion in debt from cash on hand
and asset proceeds to yield gross debt/EBITDA trending toward
4.0x.
-- Fitch could stabilize Kraft's Outlook if EBITDA trends and
debt reduction combine to yield gross debt/EBITDA sustained in
the low-4x.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- A downgrade would result from the company's inability to
stabilize revenue and EBITDA or reduce debt such that gross
debt/EBITDA is sustained above 4.5x.
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
Adequate Liquidity: The company had cash and cash equivalents of
$3.4 billion and full availability under its $4.1 billion senior
unsecured revolving credit facility maturing July 2024 at end-2020.
Kraft Heinz had total debt outstanding of $28 billion. The company
has minimal debt maturities in 2020, with $34 million due in
September 2021 after paying down $111 million of debt due in
February 2021. It has $953 million of debt due in 2022 and $1.3
billion due in 2023, which Fitch expects to be largely paid down
with cash on hand.
RECOVERY CONSIDERATIONS
Fitch does not employ a waterfall recovery analysis for issuers
with ratings in the 'BB' category. The further up the
speculative-grade continuum a rating moves, the more compressed the
notching between the specific classes of issuances becomes.
Fitch rated Kraft Heinz's unsecured revolver and unsecured notes at
'BB+' with a Recovery Rating of 'RR4', indicating average (31%-50%)
recovery prospects. Following the redemption of its $976 million
4.875% second lien senior secured notes due 2025, the company's
GBP125 million 6.250% guaranteed notes due 2030 at H.J. Heinz
Finance UK Plc are no longer guaranteed on a secured basis. The
notes now rank pari passu in right of payment with all of its
existing and future senior obligations. As a result, the notes are
also rated at 'BB+'/'RR4'.
SUMMARY OF FINANCIAL ADJUSTMENTS
Adjusted historical EBITDA for stock-based compensation,
integration and restructuring expense, unrealized gains and losses
on commodity hedges and deal costs.
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.
LAPEER INDUSTRIES: Hearing on Sale of All Assets Set for Feb. 25
----------------------------------------------------------------
Judge Maria L. Oxholm of the U.S. Bankruptcy Court for the Eastern
District of Michigan entered a stipulated order (1) resolving the
bidding procedures component of the Debtor's Second Motion For
Entry Of An Order (I) Approving Bidding Procedures, (II) Scheduling
An Auction And A Sale Hearing In Connection With The Sale Of
Substantially All Of Debtor's Assets, (III) Establishing Dates And
Deadlines In Connection With The Sale, (IV) Approving The Form Of
The Asset Purchase Agreement, And (V) Granting Related Relief; And
For Entry Of An Order (A) Authorizing The Sale Of Substantially All
Of Debtor's Assets Free And Clear Of Liens, Claims, Encumbrances,
And Interests, And (B) Approving The Assumption And Assignment Of
Certain Executory Contracts And Unexpired Leases, And (C) Granting
Related Relief; And (D) For Entry Of An Order Establishing An
Administrative Claims Bar Date; and (2) setting a hearing with
respect to final approval sale in connection with the Motion.
The Debtor will file a stipulation to entry of a bidding procedures
order approved by the Debtor and the Objecting Parties by Feb. 16,
2021. If the stipulation to entry of a bidding procedures order is
not filed, the Debtor and the Objecting Parties agree that the case
will be converted to a case under Chapter 7 of Title 11 of the
United States Code.
If a stipulation to entry of a bidding procedures order is timely
filed, a hearing on final approval of the sale will be held on Feb.
25, 2021, at 11:00 a.m. in Courtroom 1875. Consistent with the
Courts Administrative Order No. 2020-4 filed March 16, 2020,
effective immediately and until further notice, Judge Oxholm will
conduct all conferences and non-evidentiary hearings by telephone.
At least five minutes before the scheduled time for hearing, the
counsel and the parties should call (877) 336-1831 and use Access
Code 6226995. Landline connections are much preferred, but cell
phone or other telephone services are allowed. The counsel and the
parties should place their phone on mute and wait until their case
is called before unmuting their phones and participating.
Any objections to entry of an order approving the sale must be
filed by Feb. 23, 2021, at 5:00 p.m. (EST).
About Lapeer Industries
Lapeer Industries, Inc., is a design, machining and fabrication
company serving the automotive and defense industries. It provides
fabrication, automated welding, machining, painting, assembly and
kitting services.
Lapeer Industries sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Mich. Case No. 20-31375) on Aug. 5,
2020. The case was initially assigned to Judge Joel D. Applebaum.
On Aug. 13, 2020, the case was reassigned to Judge Phillip
Shefferly and was assigned a new case number (Case No. 20-48744).
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.
Winegarden, Haley, Lindholm, Tucker & Himelhoch P.L.C. is the
Debtor's legal counsel.
LBD PLLC: Unsecured Creditors to Recover 12% Under Plan
-------------------------------------------------------
LBD, PLLC, submitted a First Amended Plan and a Disclosure
Statement on Feb. 10, 2021.
The Plan adds to unclassified claims the 401(k) Safe Harbor
Payment. The DiPietro 401(k) Profit Sharing Plan currently has a
non-elective safe harbor delinquency in the amount of approximately
$58,416. This amount shall be paid in full within 60 months after
the Effective Date.
Class 2(b) Allowed General Unsecured Claims will receive
distributions equivalent to 12 percent of their allowed claim(s).
Distributions will be made quarterly, in minimum amounts required
to effect equal or "straight line" payments for all allowed Class
2(b) claims over a 48-month repayment term commencing 12 months
after the Effective Date. However, the Debtor expressly reserves
the right to accelerate payment to creditors in this Class.
The prior iteration of the Disclosure Statement provided for a
60-month repayment term.
A full-text copy of the First Amended Disclosure Statement dated
Feb. 10, 2021, is available at https://bit.ly/2Z8jLdB from
PacerMonitor.com at no charge.
A full-text copy of the 3-year projections is available at
https://bit.ly/2Ns6MkI from PacerMonitor.com at no charge.
Counsel to the Debtor:
Jeffery T. Martin, Jr.
Tayman Lane Chaverri LLP
601 13th Street NW Suite 900 South
Washington, DC 20005
Direct: 202.921-4070
Cell: 703.474.3436
E-mail: jmartin@tlclawfirm.com
About LBD PLLC
LBD, PLLC -- https://www.dipietropllc.com/ -- is a law firm
specializing in divorce, family law, estate planning and business
law. The firm has offices throughout Northern Virginia, Maryland
and the Washington, D.C. Metro areas.
LBD filed a voluntary petition under Chapter 11 of the Bankruptcy
Code (Bankr. E.D. Va. Case No. 20-10414) on Feb. 9, 2020. In the
petition signed by Joseph J. DiPietro, member and manager, the
Debtor estimated $50,000 to $100,000 in assets and $1 million to
$10 million in liabilities. Jeffery T. Martin, Jr., Esq. at Henry
& O'Donnell, P.C., is the Debtor's legal counsel.
LEADVILLE CORP: Weepah Says Plan to Pay Creditors Without Delay
---------------------------------------------------------------
Weepah Holdings on Feb. 12, 2021, filed a proposed Second Amended
Plan of Reorganization and a Disclosure Statement for Leadville
Corporation to fine-tune its plan documents filed in January.
The Plan, proposed by Weepah, pays creditors in cash following
Court approval. Weepah will pay the appraised value of $2,970,000
(the "Sales Proceeds"), together with an additional $250,000
("Creditor Fund"). The Sales Proceeds will be used to satisfy the
Administrative, Secured and Priority Claims of the Debtor in the
statutory order of priority. The Unsecured Creditor Fund shall be
used to pay directly to all unsecured creditors on a pro-rata
basis. Creditors will not bear any costs or surcharge to the Sales
Proceeds or the Creditor Fund by the Liquidating Agent and its
post-confirmation distributions and wind-up of the Debtor's
bankruptcy case. Similarly, none of the Debtor's real property
will be transferred to any creditor in satisfaction or set off on
any indebtedness.
Weepah asserts its Plan pays present market value for the Debtor's
real property and pays creditors without delay.
Under the Weepah Plan, within 30 days after the Effective Date, the
Allowed Class 10 General Unsecured claims will be paid, by the
Liquidating Agent, pro-rata, on all sums in the Creditor Fund, up
to the net amount remaining up to the full amount owed to Allowed
Class 10 claimants.
Weepah asserts the Plan proposed by Mr. Scot Hutchins will only pay
unsecured creditors the collective sum of $250,000 immediately
after confirmation. Administrative, Secured and Priority Creditors
will wait to receive their funds based upon when Mr. Hutchins'
Liquidating Agent sells the Debtor's real property. Moreover,
sales of one or more parcels may be sold subject to existing liens,
including tax liens and secured creditor liens. There is no
guaranty in Mr. Hutchins Plan of when the Debtor's real properties
might sell or for what price. Rather, should portions of the
Debtor's real properties not sell by a date certain, they will be
put up for auction. Unlike Weepah's Plan, the Liquidating Agent in
Mr. Hutchins' plan will charge fees and costs which will be paid
out of the sales proceeds. Mr. Hutchins also intends to offset his
claims in the bankruptcy case with transfers of the Debtor's real
property. Mr. Hutchins' Plan also does not provide an adequate
analysis of the forced liquidation sale of the Debtor's assets as
an alternative to sales over time.
A red-lined copy of the Weepah 2nd Amended Disclosure Statement is
available at https://bit.ly/3deLbaf
About Leadville Corporation
Headquartered in Aurora, Colorado, Leadville Corporation was
organized in 1945 to acquire, explore and develop mining
properties, primarily in Lake and Park Counties, Colorado.
Alleged creditors, namely La Plata Mountain Resources, Inc., Salem
Minerals, Inc., and Black Horse Capital, Inc., filed an involuntary
petition against Leadville Corporation (Bankr. D. Colo. Case No.
17-21646) on Dec. 27, 2017. The case is assigned to Judge Michael
E. Romero.
Leadville is reportedly indebted to the petitioning creditors: (a)
$7,501,738 to La Plata Mountain Resources, Inc., based upon
judgments it holds against the Debtor; (b) $14,766 to Black Horse
Capital, Inc. based upon tax liens it holds against the Debtor; and
(c) $17,311 to Salem Minerals, Inc., based upon tax liens it holds
against the Debtor.
The Petitioning Creditors are represented by Kenneth J. Buechler,
Esq., at Buechler & Garber, LLC.
Mr. Stephen Peters was appointed Chapter 11 trustee for the Debtor
on April 23, 2018. The Trustee is represented by Wadsworth Warner
Conrardy, P.C.
Weepah Holdings, which has proposed a bankruptcy-exit plan for the
Debtor, is represented by:
K. Jaime Buechler, Esq.
BUECHLER LAW OFFICE, L.L.C.
999 18th Street, Suite 1230-S
Denver, CO 80202
Tel: 720-381-0045
Fax: 720-381-0382
E-mail: Jamie@KJBlawoffice.com
LEVI G. MCCATHERN II: $3.5M Sale of Dallas Property to Gontard OK'd
-------------------------------------------------------------------
Judge Stacey G. C. Jernigan of the U.S. Bankruptcy Court for the
Northern District of Texas authorized Levi G. McCathern, II's sale
of interest in the residential real property located at 3508
Armstrong Avenue, in Dallas, Texas, to Adalbert August Von Gontard,
IV for $3.5 million.
The Purchase Contract by and between the Reorganized Debtor and the
Purchaser is approved, and the sale of the Armstrong Home based
upon the terms and conditions set forth in the Purchase Contract
and the Order are approved.
The sale is free and clear of all liens of any kind or nature
whatsoever except as set forth in the Order or the Purchase
Contract, with all such liens of any kind or nature whatsoever
attaching to the net proceeds of the sale.
From the proceeds of the sale, the following payments will be made:
(i) Dallas County - $68,801.52, (ii) The Town of Highland Park and
Highland Park ISD - $130,679.46, and (iii) FYP, LLC, doing business
as Texas Property Tax Loans - $206,727.05.
The liens that secured year 2021 ad valorem property taxes remain
attached to the property and became the responsibility of the
Purchaser.
The Internal Revenue Service will also receive the remainder of the
Armstrong Home Gross Sale Proceeds at closing. Payment must be
made payable to the Department of Justice and sent to 1100 Commerce
St., Suite 300, Dallas, Texas 75242 to the attention of Donna K.
Webb.
Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions
of the Order will be immediately effective and enforceable upon its
entry.
A copy of the Contract is available at https://tinyurl.com/rtsi5fa4
from PacerMonitor.com free of charge.
Levi G. McCathern, II sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-31615) on May 11, 2018. The Debtor tapped Gerrit
M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C. as counsel.
LEVI G. MCCATHERN II: Gontard Buying Dallas Property for $3.5M
--------------------------------------------------------------
Levi G. McCathern, II, asks the U.S. Bankruptcy Court for the
Northern District of Texas to authorize the sale of interest in the
residential real property located at 3508 Armstrong Avenue, in
Dallas, Texas, to Adalbert August Von Gontard, IV, for $3.5
million.
The Armstrong Home is encumbered by a lien in favor of the Dallas
County Tax Assessor for ad valorem taxes in the estimated amount of
$4,268.76, a first lien in favor of FYP, LLC, doing business as
Texas Property Tax Loan, in the amount of $206,727.05, a second
lien in favor of ZB, N.A. in the amount of $2,117,243. It is also
subject to a lien in favor of the Internal Revenue Service in the
amount of $1,563,933.93. There are no other liens, claims,
interests, or encumbrances against the Armstrong Property.
The Reorganized Debtor has been marketing the Armstrong Home for
sale since Feb. 10, 2020, and on Dec. 23, 2020, received a contract
to purchase the Armstrong Home for $3.5 million.
According to the Residential Real Estate Listing Agreement between
the Reorganized Debtor and Allie Beth Allman & Associates, the
listing broker of the Armstrong Home is entitled to a professional
service compensation equal to 6% of the sale price of the property.
The sale contemplated herein will be sufficient to pay in full all
the secured debt against the Armstrong Home, with the exception of
the IRS. The IRS is agreeable to a sale free and clear of its liens
with a payment of the remainder of the Armstrong Home Gross Sale
Proceeds at closing, but requires an Order from this Court
approving the sale free and clear of its lien, which it will agree
to. The IRS is not agreeable to a Release of its Liens without an
Order from the Court. It is the reason that the Motion is being
filed.
By the Sale Motion, the Reorganized Debtor asks the entry of an
order: (i) authorizing and approving the sale of the Property free
and clear of all liens, encumbrances and interests, waiving the
14-day stay period provided by Federal Rule of Bankruptcy Procedure
6004(h).
A copy of the Contract is available at https://tinyurl.com/c7bssh9r
from PacerMonitor.com free of charge.
Levi G. McCathern, II sought Chapter 11 protection (Bankr. N.D.
Tex. Case No. 18-31615) on May 11, 2018. The Debtor tapped Gerrit
M. Pronske, Esq., at Pronske Goolsby & Kathman, P.C. as counsel.
LIBERTY MUTUAL: Fitch Assigns BB Rating on 2061 Subordinated Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to Liberty Mutual Group,
Inc.'s (LMG) issuance of junior subordinated notes maturing in
2061. The rating is equivalent to the ratings assigned to LMG's
existing subordinated notes.
KEY RATING DRIVERS
LMG issued $800 million of Series E junior subordinated notes that
mature in 2061. The notes are rated three notches below LMG's
Long-Term Issuer Default Rating (IDR) of 'BBB', reflecting two
notches for the baseline recovery assumption of 'Poor' and one
additional notch reflecting the 'Minimal' nonperformance risk
assessment. The notes include an interest deferral feature at the
option of the issuer for up to five years. Based on Fitch's rating
criteria, this hybrid debt issuance was not assigned any equity
credit, similar to the existing junior subordinated notes.
Proceeds from the issuance are expected to be used for general
corporate purposes. Fitch expects pro forma leverage as of Dec. 31,
2020 to be 30.0%, reflecting the additional junior subordinated
notes. Financial leverage was 28.2% at YE 2020. LMG's financial
leverage is adequate for the current rating category, but it has
historically employed more financial leverage than peers. LMG's pro
forma leverage is on the high end of Fitch's median guidelines for
the 'A' IFS rating category. A sustained improvement in this
measure of capital could be a catalyst for a future upgrade.
LMG's GAAP fixed-charge coverage ratio was weaker through 9M20 at
2.3x as coronavirus related losses and related decline in
investment income led to deterioration. The additional interest
expense would lower the pro-forma annualized 9M20 fixed-charge
coverage to 2.1x. Fixed-charge coverage averaged 4.1x from 2015 to
2019, modestly below the sector credit factors for the current
rating category.
Fitch affirmed LMG's and its insurance operating subsidiaries'
ratings on Sept. 17, 2020. The Rating Outlook for LMG is Stable.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Sustained accident-year combined ratio above 106%;
-- Prism score deteriorates and fails to remain comfortably
within 'Adequate';
-- Material weakening in the company's current reserve position,
potentially indicated by an unfavorable reserve development
greater than 5% of prior year equity;
-- A large acquisition that unfavorably changes the operating
profile or is financed in a manner that adds balance sheet
risk causing sustained financial leverage above 30%.
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Sustained accident-year combined ratio profitability;
-- A sustained Prism score of 'Strong' or higher;
-- Financial leverage ratio sustained below 28%;
-- Maintain fixed charge coverage at 6.5x or better;
-- Favorable reserve development and stability in reserve
position.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Financial Institutions and
Covered Bond 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
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.
LOVES FURNITURE: Sets Procedures for Sale of De Minimis Assets
--------------------------------------------------------------
Loves Furniture, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to authorize and establish expedited
procedures to (a) sell or transfer certain assets, including any
rights or interests therein, that are of relatively de minimis
value compared to the Debtor's total asset base, and (b) pay
necessary fees and expenses incurred in connection with the De
Minimis Asset Sales.
As a consequence of the store closing liquidations, the Debtor will
have an excess of certain assets, including store and warehouse
fixtures, office equipment, office furnishings, warehouse equipment
and similar items of de minimis value, that will not be needed for
the operation of the Debtor's business. For clarity, De Minimis
Assets will not include (a) any information technology equipment or
storage devices containing any information about the debtor’s
business or the information stored on storage devices2; or (b)
any personally identifiable information about individuals to
persons that are not affiliated with the Debtor.
The Debtor seeks to liquidate the De Minimis Assets by marketing
and selling them to interested purchasers free and clear of liens,
claims and interests. It believes that potential purchasers may
request confirmation that the De Minimis Assets are authorized by
the Court and/or are made free and clear of any liens.
The Debtor submits that obtaining Court approval of each De Minimis
Asset Sale would be administratively burdensome and costly to the
Debtor's estate and could eliminate or substantially undermine
economic benefits that would be realized from the sale of such De
Minimis Assets. Accordingly, to alleviate the cost and delay of
filing a separate motion for each proposed De Minimis Asset Sale,
the Debtor seeks approval of the De Minimis Asset Sale Procedures.
It proposes to utilize the De Minimis Asset Sale Procedures to
obtain more expeditious and cost-effective review by parties in
interest.
The Debtor, with the support of the Creditors' Committee, submits
that the entry of an order approving such procedures, and
authorizing the sale or transfer of De Minimis Assets without
further notice or hearing, other than as set fort, is warranted
under the circumstances and in furtherance of the Debtor's efforts
to administer thr chapter 11 case efficiently.
In the course of consummating De Minimis Asset Sales with a
purchaser, the Debtor proposes to sell or transfer each of the De
Minimis Assets for the highest and best offer received, taking into
consideration the exigencies and circumstances in each such sale or
transfer, under the following De Minimis Asset Sale Procedures:
a. The procedure will apply only to a sale of Excess Assets
for less than $70,000;
b. The Debtor may not make such a sale under these procedures
unless the sale is approved by: (i) the Debtor's financial
advisors, B. Riley Advisory Services, Inc.; (ii) the Creditors'
Committee; and (iii) any secured creditor with a security interest
in the particular Excess Assets under 11 U.S.C. Section 506(a);
c. In addition to the Committee, the Office of the United
States Trustee, and any affected secured creditor, Debtor will also
provide notice of any such sale to those parties who have requested
notice in the case, summarizing the salient terms of the sale,
including a description of the Excess Assets and the proposed terms
of the sale as well as the right of any party to objection. If any
party serves an objection within seven days to the sale on the
Debtor, the Committee and any impacted Secured Creditor, the Debtor
may not make the sale of the Excess Assets under these procedures;
d. No sale under these procedures may include (a) any
information technology equipment or storage devices or physical
documents, or the information itself; or (b) any personally
identifiable information about individuals to persons that are not
affiliated with the debtor; and
e. Nothing in these procedures or any order granting the
Motion should prevent the Debtor from selling any assets under
Section 363 after notice and an opportunity for a hearing after a
Motion under Fed. R. Bankr. P. 9014.
f. any such sales will be free and clear of all liens, claims,
and encumbrances, with such liens, claims, and encumbrances
attaching only to the sale proceeds; and each purchaser will be
afforded the protections of section 363(m) of the Bankruptcy Code
as a good faith purchaser.
The Debtor also asks authority to take any action that is
reasonable and necessary to close De Minimis Asset Sales and to
obtain the proceeds thereof, including, without limitation, paying
reasonable and necessary fees and expenses to agents, brokers,
auctioneers, and liquidators.
During the chapter 11 case, the Debtor will provide to the counsel
for the Creditors' Committee and the U.S. Trustee, to the extent
practicable, a written report within 30 days after each calendar
quarter (to the extent De Minimis Asset Sales were consummated in
the relevant quarter) concerning any sales, transfers, or
abandonments made pursuant to the relief requested therein
(including the names of the purchasing parties and the types and
amounts of the sales). The Debtor's reporting obligations with
respect to De Minimis Asset Sales will terminate following the
Debtor's filing a report 30 days after confirmation of a chapter 11
plan.
Although the Debtor asks authority to sell De Minimis Assets for a
price of up to $70,000, it believes that many individual
transactions will, in fact, be for assets worth substantially less.
In light of the size of the Debtor's estate, the proposed sale
price limitations are relatively modest and appropriate. Further,
the proposed price thresholds in the Motion were determined through
negotiations and discussions with the Creditors' Committee.
For the foregoing reasons, the entry of an order authorizing and
establishing procedures to use, lease, sell or transfer De Minimis
Assets and to pay reasonable and necessary fees and expenses
incurred in connection with such transactions is necessary,
appropriate, and in the best interests of the Debtors, their
estates, and all other parties in interest in these cases.
Accordingly, the Court should enter the Proposed Order and approve
the proposed De Minimis Asset Sale Procedures.
To implement the foregoing successfully, the Debtor asks that the
Court finds that notice of the Motion is adequate under Bankruptcy
Rule 6004(a) under the circumstances, and waives the 14-day stay of
an order authorizing the use, sale, or lease of property under
Bankruptcy Rule 6004(h). Accordingly, ample cause exists to
justify the finding that the notice requirements under Bankruptcy
Rule 6004(a) have been satisfied and to grant a waiver of the
14-day stay imposed by Bankruptcy Rule 6004(h).
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.
LSF 10 CEDAR: S&P Rates New $692MM First-Lien Sec. Term Loan 'B'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating and '3'
recovery rating to LSF 10 Cedar Investments L.P.'s (doing business
as Arclin) proposed $692 million first-lien senior secured term
loan due 2026. The '3' recovery rating indicates its expectation
for meaningful (50%-70%; rounded estimate: 50%) recovery in the
event of a payment default. All of its existing ratings on the
company remain unchanged.
Arclin has announced that it plans to use the proceeds from the
$160 million add-on to its first-lien term loan, along with $44
million of cash, to pay a $115 million special dividend to its
shareholders and retire its existing $85 million second-lien term
loan. Following the transaction, the company's S&P Global
Ratings-adjusted debt will increase by approximately $75 million.
However, we expect Arclin's leverage will remain in the 5x-6x range
in 2021, albeit closer to the higher end of the range. S&P views
this level of leverage as being commensurate with its current
rating.
S&P said, "It is our understanding that the company will replace
its current $532 million (outstanding) first-lien term loan with
the new tranche of senior secured debt and the $160 million
first-lien add-on, which will leave it with a total unadjusted debt
balance of $692 million. Upon the close of the transaction, we will
discontinue our ratings on Arclin's current $532 million senior
secured first-lien tranche and our ratings on its outstanding
second-lien term loan. New Arclin U.S. Holding Corp. is the
borrower of the company's current outstanding first-lien and
second-lien term loans, and will remain the borrower of the
company's new secured tranche.
"We view the debt-financed divided as indicative of a more
aggressive financial policy. This is the second time in three years
the company has issued debt to fund a dividend, its previous
instance was a $40 million debt issuance in 2018. We view Arclin as
having limited headroom at the current rating to sustain additional
large debt-financed dividends."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P assigned its 'B' issue-level rating and '3' recovery rating
to Arclin's proposed $692 million first-lien senior secured term
loan due 2026. The '3' recovery rating indicates its expectation
for meaningful recovery (50%-70%; rounded estimate 50%) in the
event of a payment default.
-- S&P assesses the company's recovery prospects on the basis of a
gross reorganization value of approximately $431 million, which
reflects about $86 million of emergence EBITDA and a 5.0x
multiple.
-- Meanwhile, the 5.0x multiple is in line with the multiples S&P
uses for other companies in the building materials sector.
-- S&P also continues to assume Arclin's $75 million asset-based
lending (ABL) facility will be up to 60% drawn, less outstanding
letters of credit, which results in about $47 million of principal
and interest outstanding at default.
Simulated default assumptions
S&P's simulated default scenario contemplates a default occurring
in 2024 due to increased economic uncertainty that reduces the
volume of new housing starts and renovation activity.
This reflects a more competitive environment that leads to
increased costs and a significant decline in sales volume across
Arclin's end markets. Eventually, the company's liquidity and
capital resources become strained to the point where it cannot
continue to operate absent a default, after which we assume it
would be reorganized.
-- Year of default: 2024
-- Emergence EBITDA: $86 million
-- Implied enterprise valuation (EV) multiple: 5x
-- Gross recovery value: About $431 million
Simplified waterfall
-- Net enterprise value (after 5% administrative costs): About
$409 million
-- Estimated priority claims (ABL facility or other): $47 million
-- Remaining recovery value: $363 million
-- Estimated first-lien claim: $693 million
--Recovery expectation for first-lien claim: 70%-90% (rounded
estimate: 50%)
Note: Estimated claim amounts include about six months of accrued
but unpaid interest.
MATTEL INC: S&P Places 'B+' Issuer Credit Rating on Watch Positive
------------------------------------------------------------------
S&P Global Ratings placed its 'B+' issuer credit rating and all
issue-level ratings on U.S.-based toy manufacturer Mattel Inc. on
CreditWatch with positive implications.
S&P said, "The CreditWatch listing reflects better-than-expected
2020 results and possible substantial revisions to our expectations
for Mattel's 2021 revenue, EBITDA, and cash flow that could result
in leverage staying below our 5x upgrade threshold at the 'B+'
rating. Mattel's full-year net sales increased 1.8% because of a
strong holiday season following a tough in first-half 2020, during
which the company's performance was hurt by retail store closures
and significant supply chain disruptions because of the COVID-19
pandemic. As the company's retailers reopened and restrictions on
out-of-home entertainment remained, consumers turned toward in-home
entertainment. Demand for Mattel's products surged, with net sales
growing about 10% in the third and fourth quarters, respectively.
The company also benefited from continued cost-cutting programs,
which drove gross margin improvement of about 420 basis points in
2020. Mattel ended 2020 with leverage in the mid-3x area, and its
full-year 2021 guidance for mid-single-digit revenue growth and
cost savings could result in further reduction in debt to EBITDA to
the low-3x area."
The CreditWatch positive listing reflects the possibility that S&P
could raise the rating one or two notches, depending upon the
following assessments:
-- The sustainability of Mattel's substantial recent margin
improvement, which has largely been driven by its cost-savings
programs that have resulted in more than $1 billion of cost
reductions and significantly improved gross margin and EBITDA
margin since 2018. Mattel has announced its intention to cut an
additional $250 million of costs through its "optimizing for
growth" program, which it says will leverage scale, streamline key
processes, and integrate its capital-light manufacturing program.
S&P intends to assess the sustainability and implications of
aggressive cost-cutting actions, given Mattel's plan to grow
revenue in the mid-single digits over the next several years.
-- Mattel's ability to adapt product development, brand
management, and marketing strategies to shifting consumer
preferences, and if S&P believes that recent strength in its power
brands can sustain product success over the next several years.
Although Mattel's net sales in its North America segment grew 7% in
2020, these revenue results underperformed the total U.S. toy
industry growth of 16%, according to The NPD Group's 2020 U.S.
retail sales report. There are geographic differences in these two
measures, but S&P understands the more important driver is that
Mattel offered fewer products in categories such as building sets,
board games, and summer seasonal toys, which exhibited the most
growth during the pandemic in 2020. S&P intends to assess the
competitive positioning of Mattel's portfolio of toys
post-pandemic, and its ability to sustain market share.
-- An update of key risk points in, and the overall health of,
Mattel's manufacturing, distribution, and retail supply chain over
the next few years. Mattel's global supply chain is exposed to the
risks of volatility in commodity prices for raw materials, product
recalls, tariffs, political instability, and other factors that
could squeeze margin or prevent inventory replenishment.
-- S&P said, "Lastly, given the operating volatility Mattel has
exhibited the past six years, we intend to make revenue and cost
variability assumptions that could plausibly materialize in the
next few years and assess the company's cushion relative to a
downside scenario analysis in the CreditWatch resolution and rating
outcome. For example, a potential pullback in toy purchases after
out-of-home entertainment options fully reopen--and consumers feel
safe to spend on them--could challenge Mattel's 2021 sales guidance
and its longer-term sales targets. Additionally, depending upon our
confidence in our assessments of Mattel's product development and
marketing strategies, we may assume a repeat of a moderate market
share decline for some core products in our scenario analysis at
some point over the next few years."
MERCY HOSPITAL: Officials Says Chapter 11 Filing 'Inhumane'
------------------------------------------------------------
Craig Dellimore of WBBM Newsradio reports that elected officials
are using words like "devastating" and "inhumane" to describe Mercy
Hospital and Medical Center's owners filing for Chapter 11
bankruptcy.
Chicago Mayor Lori Lightfoot said she understands Trinity Health,
Mercy Hospital's owners, say they've lost money, but filing for
bankruptcy and walking away is devastating for people in the
community.
Mercy, the city's oldest hospital, announced last summer that it
planned to close sometime in 2021.
Fourth Ward Alderman Sophia King said local officials are meeting
weekly hoping to find another entity to continue Mercy's mission
even if it's a scaled-down facility. She said it's better than the
diagnostic center Trinity Health previously proposed.
Ms. King said Trinity took a good hospital and ran it into the
ground.
The hospital closure is on the agenda for the Illinois Health
Facilities & Services Review Board meeting on March 16, 2021
About Mercy Hospital and Medical Center
Mercy Chicago is a general medical and surgical Catholic teaching
hospital in Chicago, Illinois that was established in 1852 and was
the first chartered hospital in state. Mercy Hospital operates the
general acute care hospital known as Mercy Hospital & Medical
Center, located at 2525 South Michigan Avenue, Chicago, Illinois.
The Hospital has 412 authorized beds and offers inpatient and
outpatient services. Mercy Health System of Chicago, an Illinois
not-for-profit corporation, is the sole member of Mercy Hospital.
The health care facilities that are part of Trinity Health's
network of health care providers. On the Web:
http://www.mercy-chicago.org/
Mercy Hospital and Medical Center and Mercy Health System of
Chicago sought Chapter 11 protection (Bankr. N.D. Ill. Case Nos.
21-01805 and 21-01806) in Chicago on Feb. 10, 2021. The Debtor
estimated $100 million to $500 million in assets and liabilities as
of the bankruptcy filing.
Foley Lardner LLP, led by Matthew J. Stockl, is the Debtor's
counsel.
METRONET HOLDINGS: S&P Affirms 'B' Rating on First-Lien Debt
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' issue-level rating on
Evansville, Ind.-based fiber broadband operator MetroNet Holdings
LLC's first-lien debt following the company's proposed $150 million
incremental add-on to its $340 million term loan B due 2026. The
'2' recovery rating remains unchanged, indicating its expectation
for substantial (70%-90%; rounded estimate: 70%) recovery in the
event of a payment default.
S&P said, "We expect the company to use the $150 million of
proceeds from the add-on to fully repay the outstanding $70 million
balance on its $103 million revolving credit facility, add cash to
its balance sheet, and fund future capital expenditure.
"Despite the incremental first-lien debt, we believe the recovery
prospects for its first-lien lenders are relatively unaffected due
to the increase in our default valuation under our simulated
default scenario. We are raising our default valuation of MetroNet
to $440 million from $390 million primarily due to the incremental
EBITDA associated with the transfer of assets to Mature Group
HoldCo (MatureCo) from Development Group Holdco (DevCo) over the
past six months. As the company demonstrates successful subscriber
growth, these assets become more valuable than underpenetrated
fiber, in our view. We expect MetroNet to continue to transfer
newer markets to MatureCo once they have reached a certain level of
maturity and profitability, ideally with 30% broadband penetration.
While this transfer will likely increase our default valuation over
the next 12 months, we only factor in current online operations at
MatureCo and the value of the fiber assets at DevCo in our default
valuation. Therefore, we expect to review our default valuation of
MetroNet on at least an annual basis.
"Our 'B-' issuer credit rating and stable outlook on the company
are unaffected. We expect MetroNet to reduce its leverage by
expanding its earnings over the next 6-12 months. However, we
believe that the company will likely releverage to help fund its
continued expansion as it develops new markets, which will
constrain any longer-term improvement in its leverage such that its
adjusted debt to EBITDA remains above 6.5x."
ISSUE RATINGS--RECOVERY ANALYSIS
Key analytical factors
-- S&P's simulated default scenario contemplates a deterioration
in MetroNet's competitive position precipitated by intense
competitive pressures from significantly larger and
better-capitalized cable operators such as Comcast Corp. and
Charter Communications Inc. These factors contribute to
significantly lower revenue, profitability, and cash flow levels
for the company. This decline in its operating results leads to a
payment default at the point where the company's liquidity and cash
flow would be insufficient to cover its cash interest expenses,
mandatory debt amortization, and maintenance-level capital
expenditure requirements.
-- At default, S&P's recovery analysis assumes an 85% draw on the
revolver, a step up in its credit spreads to accommodate covenant
amendments, and all estimated debt claims include about six months
of accrued but unpaid interest outstanding at the point of
default.
-- S&P said, "We assess the company's recovery prospects on the
basis of a distressed gross recovery value of approximately $440
million. The overall valuation reflects the combination of $342
million from MetroNet's mature assets (based on an emergence EBITDA
of about $65 million and an EBITDA multiple of 5x) and $98 million
from its development assets (using a discrete asset valuation [DAV]
of its pledged fiber assets at a realization rate of 85%). The $68
million of emergence EBITDA is our estimate of MetroNet's
hypothetical default-level EBITDA for its mature markets. Given
MetroNet's small scale and overbuilder status, we use an EBITDA
multiple of 5x in our default valuation, which is lower than the
multiples in the 6x-7x range that we typically use for incumbent
cable operators."
Simulated default assumptions
-- Simulated year of default: 2023
-- EBITDA at emergence: $68 million
-- Implied enterprise valuation multiple: 5x
-- DAV: $98 million
-- Gross enterprise value (EV): $440 million
Simplified waterfall
-- Net EV (after 5% administrative costs): $418 million
-- Valuation split (obligors/nonobligors): 100%/0%
-- Estimated net EV available to first-lien debt: $418 million
-- Estimated first-lien debt claims: $586 million
--First-lien debt recovery expectations: 70%-90% (rounded
estimate: 70%)
-- Estimated value available for second-lien debt: $0 million
-- Estimated second-lien debt claims: $90 million
--Second-lien debt recovery expectations: 0%-10% (rounded
estimate: 0%)
Note: All debt amounts include six months of prepetition interest.
METRONET SYSTEMS: $150MM Loan Add-On No Impact on Moody's B3 CFR
----------------------------------------------------------------
Moody's Investors Service says that the ratings on MetroNet Systems
Holdings, LLC (MetroNet or MatureCo) including its B3 corporate
family rating and B2 credit facility rating and the stable outlook
remain unchanged following the company's plans to raise an
additional $150 million under its existing senior secured
facilities.
Proceeds from the new loan will be used to repay $70 million
outstanding under the company's $103 million revolving credit
facility with the rest being kept on balance sheet. Ultimately, the
company will continue to use its revolver along with its cash
balance to fund growth capex through Metronet's sister company, the
Development Group ("DevCo"). This is the entity through which all
of Metronet's speculative network build out is performed. The
funding of DevCo is governed by a maximum investment basket. As
developments grow and start generating EBITDA, they are transferred
to MetroNet and availability under the investment basket is
freed-up.
While this is the second add-on to the term loan the company has
sought in the last 12 months, the addition of Jaguar Communications
(fully equity funded) in July 2020 as well as additional EBITDA
from DevCo's project means that Metronet will maintain leverage of
around 6x even after the $150 million add-on. For the last 12
months ended 31 December 2020, proforma for the Jaguar acquisition
and the new add-on, Metronet's Moody's adjusted leverage will be
around 6x.
Moody's expects further debt add-ons in the future given the
company's growth strategy relies on spending growth capex to
increase its network footprint.
MetroNet provides fiber-based high-speed broadband, video and voice
services to residential and commercial customers in
small-to-mid-sized communities in the Midwest. Through its 100%
fiber-to-the-premises network, it is able to offer reliable speeds
of up to 1 GB which allows it to compete at the top of current
speed offerings. MetroNet is typically mostly present in markets
where it is the only provider of fiber-based broadband with its
competitors in those markets made up of cable and telecom
operators.
MISS CLAUDY SEIDE: Feb. 23 Hearing Set for Cash Collateral Use
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
scheduled a video hearing on February 23, 2021 at 10:30 a.m. to
hear the motion filed by Miss Claudy Seide for the use of cash
collateral.
The deadline for filing objections or responses to the Debtor's
motion is February 19, 2021.
Requests for continuance are to be made through written motion and
must be filed and served no later than 10:00 a.m. on the business
day before the hearing date.
About Miss Claudy Seide
Miss Claudy Seide filed its Chapter 11 Petition on January 25, 2021
(Bankr. D. Mass. Case No. 21-10076). The Debtor is represented by
Michael Van Dam, Esq.
MKS INSTRUMENTS: S&P Places 'BB+' ICR on CreditWatch Negative
-------------------------------------------------------------
S&P Global Ratings placed its 'BB+' issuer credit rating on MKS
Instruments Inc. on CreditWatch with negative implications. At the
same time, S&P placed its 'BB+' rating on the company's senior
secured debt on CreditWatch with negative implications.
S&P will resolve the CreditWatch placement if MKS Instruments'
offer is accepted and when the transaction closes, after reviewing
the strategic rationale of the deal, integration plan, balance
sheet management, and appetite for further acquisitions with
management.
The CreditWatch placement follows MKS' announcement on Feb 9, 2021,
that it has made a cash and stock offer for Coherent Inc. Lumentum
Holdings Inc. also has an outstanding offer to acquire Coherent
Inc. The cash portion of MKS' offer amounts to about $2.8 billion,
with the rest paid using MKS' equity. S&P said, "If Coherent
accepts MKS Instruments' offer, we estimate S&P Global Ratings'
adjusted net leverage would increase from under 1x to about 4x
(without accounting for any synergies from the transaction) based
on expected results through Dec. 2020, which is above our current
downside leverage threshold of 2x. MKS might be able to maintain
its 'BB+' rating if after reviewing its integration plan with
management, we are highly confident in rapid leverage reduction
within four quarters after deal close."
The acquisition of Coherent would result in the combined company
becoming a global leader in photonics as well as a leading semi-cap
supplier, thereby improving the company's product and end-market
diversification. MKS is anticipating $180 million in synergies
within 36 months of deal close.
S&P said, "We also note that MKS has a good track record of
integrating acquisitions and paying down debt using its free cash
flow. The company acquired Newport Corp. in 2016 using debt, but
paid down about $300 million of acquisition-related debt over the
next two years. Similarly, it acquired ESI in 2018 and has since
paid down about $150 million of debt related to the ESI deal. We
expect all outstanding debt at Coherent to be repaid as part of the
transaction.
"We will resolve the CreditWatch placement if MKS Instruments'
offer is accepted and when the transaction closes, after reviewing
the strategic rationale of the deal, integration plan, balance
sheet management, and appetite for further acquisitions with
management."
MUSTAFIZUR RAHMAN: Ali Buying Ozone Park Property for $750K
-----------------------------------------------------------
Mustafizur Rahman asks the U.S. Bankruptcy Court for the Eastern
District of New York to authorize the sale of the real property
located at 77-03 101st Avenue, in Ozone Park, New York, to Mohammad
I. Ali for $750,000, free and clear of all liens, claims and
encumbrances, pursuant to their Contract of Sale.
A telephonic hearing on the Motion is set for March 9, 2021, at
10:30 a.m. using the following: Phone Number is 888-363-4734 and
the Access Code is 4702754. The objection deadline is March 2,
2021.
The Debtor is the owner of three pieces of real estate. The Debtor
has entered into a loan modification for one of his properties and
has received a permanent modification for his second property. The
Motion is for the subject property.
The subject property is encumbered by a mortgage held by U. S. Bank
National Association as Trustee for the C-Bass Mortgage Asset Stock
Certificate Series 2007 by Ocwen Loan Services. Ocwen Loan
Servicing previously filed a motion for relief from stay.
The Debtor and Ocwen have entered into an agreement in which to
settle that motion. The Debtor agreed to make monthly payments in
the sum of $4,454.29 from March 1, 2019, through July 1,2020, and
on the loan maturity date of Aug. 1,2020 a final balloon payment.
The amount due as to the balloon payment was to be calculated on or
about the maturity date.
If the balloon payment was not paid in full, the Debtor must
satisfy it by sale of the subject property. The sale of this
property was supposed to have taken place before Aug. 15, 2020, but
the property still has not been sold. Had the property not been
sold by Aug. 15, 2020, Ocwen had the option to liquidate such
premises.
The Debtor entered into a contract of sale with Jasim Uddin for the
sale of the property for the sum of $725,000. He has requested
that Ocwen provides a payoff, but it is believed that it will be
sufficient to pay all closing costs and the Ocwen Loan.
The Debtor had received a down payment in the sum of $36,250 which
was held in the escrow account of the Debtor's real estate
attorney. Uddin was not able to receive a mortgage commitment
before the last loss mitigation hearing, which was held on Jan. 26,
2021. As a result of his failure to receive a mortgage commitment,
the contract of sale was terminated, and his down payment was
returned to him.
The Debtor was able to retain a new buyer, Ali, who appeared
telephonically at the loss mitigation conference on Jan. 26, 2021,
along with his attorney Mr. Seyun Bach. A new contract of sale was
drafted between Ali and the Debtor. The contract price for the
property is $750,000. Mr. Ali submitted a down payment check of
$37,500. It is currently being held in the Debtor's real estate
attorney's, Mr. Kaimullah Mohamed's IOLA Account.
Mr. Ali has been pre-qualified for a mortgage commitment, but is
still waiting to receive an official commitment to receive a
mortgage to purchase the property.
Subject to Court approval, the Debtor asks authority to distribute
the sale proceeds at Closing as follows: To pay at Closing such
costs as are necessary, appropriate, and customary to consummate
the sale of the Property including: (a) The Ocwen Mortgage and any
other liens judgments to be satisfied in full, and any open real
estate taxes, subject to usual adjustments made at closing; and (b)
customary title company and/or closer charges, (including the
transfer taxes borne by the Debtor as the seller, if applicable,
payable to New York State).
The proposed sale of the Property and the distribution of the sale
proceeds as provided for will result in the Debtor relieving
himself of the significant burden of the mortgage.
Based on the foregoing, and for the other reasons set forth, the
Debtor submits that the relief sought is in the best interests of
the Debtor and its creditors and estate, and should be approved.
Finally, the Debtor asks a waiver of the 14-day stay requirement of
Rule 6004 as being in the best interests of the Debtor and its
estate and creditors by virtue of the fact that the Debtor and the
Purchaser seeks to close on the proposed transactions immediately.
The sooner the closings occur, the less mortgage interest, real
estate taxes, and related carrying costs will accrue against the
Property which would be borne by the Debtor's estate.
A copy of the Contract is available at https://tinyurl.com/zvejruo6
from PacerMonitor.com free of charge.
Mustafizur Rahman sought Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 18-42925) on May 21, 2018. The Debtor tapped Mark R.
Bernstein, Esq., at Law Offices of Gregory Messer, PLLC as
counsel.
MY FL MANAGEMENT: Cash Collateral Use Allowed on Interim Basis
--------------------------------------------------------------
Judge Scott M. Grossman of the U.S. Bankruptcy Court for the
Southern District of Florida, Ft. Lauderdale Division, authorized
My FL Management, LLC to use cash collateral on an interim basis.
The Final Cash Collateral Hearing will be held on February 25, 2021
at 2:30 p.m.
Judge Grossman authorized the Debtor to use cash collateral to
operate in the ordinary course of its business as provided in the
Debtor's Budget, subject to a 10% variance.
The Debtor's Budget, which covers the months of February through
April, provides for these expenses:
(1) Automobile Expense:
February: $850.00
March: $850.00
April: $750.00
Total: $2,450.00
(2) G & A Expenses:
February: $56,810.00
March: $55,810.00
April: $55,810.00
Total: $168,430.00
(3) Insurace Expense:
February: $21,500.00
March: $21,500.00
April: $21,500.00
Total: $64,500.00
(4) Mortgage Expense:
February: $76,702.00
March: $76,702.00
April: $76,702.00
Total: $230,106.00
(5) Worker Related Expenses:
February: $110,650.00
March: $110,650.00
April: $110,650.00
Total: $331,950.00
(6) Professional Fees:
February: $76,500.00
March: $61,500.00
April: $61,500.00
Total: $199,500.00
(7) Taxes:
February: $36,141.57
March: $25,000.00
April: $25,000.00
Total: $86,141,57
The Budget estimates total expenses at $379,453.57 for February,
$352,312.00 for March, and $352,212.00 for April, or a total of
$1,083,977.57 for all three months.
Creditor A&D Mortgage will receive monthly payments in the amount
of $69,200 as adequate protection payments. As additional adequate
protection, A&D is granted valid and perfected replacement liens on
any and all of the Debtor's property that A&D had valid and
perfected liens on as of the Petition Date.
My FL Management, LLC is represented by:
Brett Lieberman, Esq.
EDELBOIM LIEBERMAN REVAH OSHINSKY PLLC
20200 W. Dixie Highway, Suite 905
Aventura, FL 33180
Telephone: 305-768-9909
Email: brett@elrolaw.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.
NATIONAL RIFLE ASSOCIATION: NY Seeks Chapter 11 Case Dismissal
--------------------------------------------------------------
The Associated Press reports that the attorneys for the state of
New York asked a bankruptcy judge Friday, February 12, 2021, to
throw out the National Rifle Association's bankruptcy case, saying
the case was filed in bad faith.
In a 41-page brief filed in the bankruptcy court in Dallas, New
York's attorneys asked U.S. Bankruptcy Judge Harlin DeWayne Hale to
appoint a Chapter 11 trustee if outright dismissal was denied.
The state asserts that the NRA filed the bankruptcy petition while
claiming to be solvent and "in its strongest financial condition in
years," according to the petition.
The NRA filed for Chapter 11 bankruptcy protection after the New
York attorney general sued to seek the organization's dissolution.
It also announced plans to move its headquarters from New York and
incorporate in gun-friendly Texas.
About the National Rifle Association
Founded in 1871 in New York State, the National Rifle Association
of America is a gun rights advocacy group. The NRA claims to be
the longest-standing civil rights organization and has more than
five million members.
Seeking to move its domicile and principal place of business to
Texas amid lawsuits in New York, National Rifle Association of
America sought Chapter 11 protection (Bankr. N.D. Tex. Case No.
21-30085) on Jan. 15, 2021. Affiliate Sea Girt LLC simultaneously
sought Chapter 11 protection (Case No. 21-30080).
The NRA was estimated to have assets and liabilities of $100
million to $500 million as of the bankruptcy filing.
The Hon. Stacey G. Jernigan is the case judge.
NELIGAN LLP, led by Patrick J. Neligan, Jr., is the Debtor's
counsel.
NATIONAL TRACTOR: Wins Cash Collateral Access Thru March 15
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, has authorized National Tractor Parts, Inc. to
use cash collateral on an interim basis through March 15, 2021 in
accordance with the budget, with a 10% variance.
As of the Petition Date, the Debtor owes First Midwest Bank
$1,052,387, pursuant to loan agreements, promissory notes, security
agreements, and other documents evidencing the Indebtedness
executed by the Debtor in favor of First Midwest Bank. The Bank
asserts that pursuant to the Loan Documents, the Debtor granted it
perfected security interest and lien on the property located at
12127A Galena Road, Plano, IL 60545, as well as all of the assets
of the Debtor together with the proceeds thereon, some of which
constitutes "cash collateral."
As of the Petition Date, the Debtor owes eCapital Commercial
Finance Corp. $99,370, pursuant to a Master Purchase and Sale
Agreement, security agreements, and other documents evidencing the
Indebtedness executed by the Debtor in favor of eCapital Commercial
Finance Corp.
The other potential lien holders, whose liens are subordinate to
the Prepetition Secured Lender, are the U.S. Small Business
Administration, First National Bank of Ottawa, Echo Capitol (a/k/a/
Snap Advances), Berco of America, and Steel Tracks, Inc.
In return for the Debtor's continued interim use of Cash
Collateral, First Midwest Bank is granted adequate protection
payments in the amount of $5,000 per month until further Court
order to protect against any diminution in value of the collateral.
eCapital is also granted adequate protection payments in the amount
of $500 per month until further Court order to protect against any
diminution in value of the collateral. For any diminution in value
of Prepetition Secured Lenders' interest in the Cash Collateral
from and after the Petition date, the Prepetition Secured Lenders
will receive an administrative expense claim pursuant to 11 U.S.C.
Section 507(b).
In further return for the Debtor's continued interim use of Cash
Collateral, the Prepetition Secured Lenders are granted adequate
protection for their secured interests in substantially all of the
Debtor's assets.
The Debtor's failure to maintain insurance coverage and pay taxes
under as provided in this Order, and the failure to cure same
within 10 business days after notice, will constitute an event of
default under the Cash Collateral Order.
A further hearing on the use of cash collateral will take place on
March 10 at 10:30 a.m.
A copy of the order is available at https://bit.ly/3rLrSJr from
PacerMonitor.com.
About National Tractor Parts, Inc.
National Tractor Parts, Inc. -- https://www.ntparts.com -- is a
family-owned business in the heavy equipment parts industry. The
Debtor sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. N.D. Ill. Case No. 20-20833) on November 30, 2020. In the
petition signed by Charles H. Gunier Jr., president, the Debtor
disclosed up to $1,844,491 in assets and up to $3,098,844 in
liabilities.
Judge David D. Cleary oversees the case.
Richard G. Larsen, Esq. at SPRINGER BROWN, LLC is the Debtor's
counsel.
NCL CORP: Moody's Puts B2 CFR Under Review for Downgrade
--------------------------------------------------------
Moody's Investors Service placed the ratings of NCL Corporation
Ltd. on review for downgrade including its B2 corporate family
rating, B2-PD probability of default rating, B1 senior secured
rating, and Caa1 senior unsecured rating. The company's speculative
grade liquidity rating of SGL-2 remains unchanged.
"The review for downgrade will focus on the timeline for the
company to return to service, the potential to ramp up operations
in a meaningful way in 2021, and the resulting impact to its
liquidity," stated Pete Trombetta, Moody's lodging and cruise
analyst. Moody's do not expect US cruise operations will be able to
resume until there are indications that the coronavirus spread is
slowing.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt the cruise sector. Moody's analysis has considered the
effect on the performance of NCL from the ongoing travel
restrictions in the US and other global regions, the current weak
US economic activity and a gradual recovery for the coming months.
Although an economic recovery is underway, it is tenuous and its
continuation will be closely tied to containment of the virus. As a
result, the degree of uncertainty around Moody's forecasts is
unusually high. Moody's regards the coronavirus outbreak as a
social risk under its ESG framework, given the substantial
implications for public health and safety.
On Review for Downgrade:
Issuer: NCL Corporation Ltd.
Probability of Default Rating, Placed on Review for Possible
Downgrade, currently B2-PD
Corporate Family Rating, Placed on Review for Possible Downgrade,
currently B2
Senior Secured Bank Credit Facility, Placed on Review for Possible
Downgrade, currently B1 (LGD3)
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Possible Downgrade, currently Caa1 (LGD5 from LGD6)
Outlook Actions:
Issuer: NCL Corporation Ltd.
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
NCL's credit profile is supported by its good liquidity, market
position as the third largest ocean cruise operator worldwide, its
well-known brand names -- Norwegian Cruise Line, Oceania Cruises,
and Regent Seven Seas Cruises, as well as the strong performance of
its new ships in terms of pricing and bookings relative to its
other ships which enables the company to compete against larger
rivals across all its price points. Moody's view that over the long
run, the value proposition of a cruise vacation relative to
land-based destinations as well as a group of loyal cruise
customers supports a base level of demand once health safety
concerns have been effectively addressed. In the short run, NCL's
credit profile will be dominated by the length of time that cruise
operations remain suspended, the path forward to resuming
operations and the resulting impact on the company's cash
consumption and its liquidity profile. The normal ongoing credit
risks include its current exceptionally high leverage, the highly
seasonal and capital intensive nature of cruise companies and the
cruise industry's exposure to economic and industry cycles, weather
incidents and geopolitical events. Moody's expect the company's
debt/EBITDA will exceed 6.5x for at least the next two years.
Prior to the review for downgrade, the factors that could lead to a
downgrade include if the company's liquidity weakened in any way or
if the recovery is delayed beyond Moody's base assumptions which
include a resumption of US cruising in the first half of 2021 with
capacity days reaching at least 65% of their 2019 levels and
occupancy reaching at least 70% by the second quarter with
continued improvement from there. The ratings could also be
downgraded if there are indications that the company is not on a
path to restoring leverage to a sustainable level. The outlook
could be revised to stable if the impacts from the spread of the
coronavirus stabilizes and cruise operations resume at a level that
enables the company to maintain debt/EBITDA below 6.0x. Ratings
could be upgraded if the company is able to maintain leverage below
5.5x with EBITA/interest expense sustained above 2.0x.
NCL Corporation Ltd., headquartered in Miami, FL, is a wholly owned
subsidiary of Norwegian Cruise Line Holdings, Ltd. Norwegian
operates 28 cruise ships under three brand names; Norwegian Cruise
Line, Oceania Cruises, and Regent Seven Seas Cruises. Net revenues
were about $5.0 billion for the fiscal year ended December 31,
2019.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
NEIMAN MARCUS: Marble Ridge Founder Pleads Guilty to Fraud
----------------------------------------------------------
The Tribune (Seymour, Indiana) reports that a hedge fund founder
pleaded guilty Wednesday, February 10, 2021, to a criminal charge
alleging he defrauded Neiman Marcus creditors by pressuring an
investment bank not to bid against his hedge fund to buy securities
from them.
Marble Ridge Capital founder Daniel Kamensky, 48, entered the plea
to a single count of bankruptcy fraud in Manhattan federal court.
Sentencing was set for May 7, 2020, for the Roslyn, New York,
resident.
Manhattan U.S. Attorney Audrey Strauss said Kamensky abused his
position as a committee member in the Neiman Marcus bankruptcy to
corrupt the process for distributing assets and take extra profits
for himself and his hedge fund.
Authorities say he coerced a competitor to withdraw a bid for
bankruptcy estate assets that was higher than his hedge fund would
offer.
Kamensky's hedge fund managed assets of over $1 billion as it
invested in securities in distressed situations, including
bankruptcies.
Before opening his hedge fund, Kamensky worked as a bankruptcy
attorney at a well-known international law firm and as a distressed
debt investor at prominent financial institutions, prosecutors
said.
About Neiman Marcus Group
Neiman Marcus Group LTD, LLC -- https://www.neimanmarcus.com/ -- is
a luxury omni-channel retailer conducting store and online
operations principally under the Neiman Marcus, Bergdorf Goodman,
and Last Call brand names. It also operates the Horchow e-commerce
website offering luxury home furnishings and accessories. Since
opening in 1907 with just one store in Dallas, Neiman Marcus and
its affiliates have strategically grown to 67 stores across the
United States.
Weeks after being forced to temporarily shutter stores due to the
coronavirus pandemic, Neiman Marcus Group and 23 affiliates sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-32519) on
May 7, 2020, after reaching an agreement with a significant
majority of our creditors to undergo a financial restructuring that
will substantially reduce the Company's debt load, and provide
access to considerable financing to ensure business continuity.
Kirkland & Ellis LLP is serving as legal counsel to the Company,
Lazard Ltd. is serving as the Company's investment banker, and
Berkeley Research Group is serving as the Company's financial
advisor. Stretto is the claims agent, maintaining the page
https://cases.stretto.com/NMG
Judge David R. Jones oversees the cases.
The Extended Term Loan Lenders are represented by Wachtell, Lipton,
Rosen & Katz as legal counsel, and Ducera Partners LLC as
investment banker.
The Noteholders are represented by Paul, Weiss, Rifkind, Wharton &
Garrison LLP as legal counsel and Houlihan Lokey as investment
banker.
NEOPHARMA INC: Plant Up for Sale After Owner's Bankruptcy Filing
----------------------------------------------------------------
John Gittelsohn of Bloomberg News reports that a major U.S.-based
factory for manufacturing penicillin is up for auction after its
owner filed for bankruptcy and shuttered the facility, adding to
concerns about reliance on China for drugs and medical products.
The Neopharma Inc. facility in Bristol, Tennessee, began soliciting
offers from investors, according to a presentation by restructuring
advisory firm Province. The factory stopped new production in
August 2020 and has limited operations to post-marketing quality
control to ensure its drugs are still safe.
AnalyzeMarkets notes that the development comes after the Plant's
owner filed a bankruptcy followed by fraud discovery in the
flagship assets of Dr. B.R. Shetty, including NMC Health plc and
FInablr plc, last year.
The sale process is managed by Province LLC, a Henderson,
Nevada-based financial advisory firm.
Neopharma is one of the portfolio companies of BRS Ventures
Investment Ltd, a holding company owned by Dr. Shetty, according to
AnalyzeMarkets Company Data.
Neopharma Bristol plant, which produces penicillin, plays a
critical role in maintaining a domestic supply chain for
antibiotics. The plant has the capability to produce 2.2 billion
tablets and 60 million bottles of liquid antibiotics per annum.
About Neopharma Inc.
Neopharma Inc. and Neopharma Tennessee, LLC, manufacturers of
pharmaceutical and medicinal products, sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Tenn. Lead Case No.
20-52015) on Dec. 22, 2020.
At the time of the filing, the Debtors disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Judge Shelley D. Rucker oversees the cases.
Hunter, Smith & Davis, LLP, is the Debtors' bankruptcy counsel.
On Jan. 13, 2021, the U.S. Trustee for Region 8 appointed an
official committee of unsecured creditors. The committee tapped
Buchalter, P.C. as its lead bankruptcy counsel and Woolf, McClane,
Bright, Allen & Carpenter, PLLC as its Tennessee counsel.
NEUBASE THERAPEUTICS: Incurs $4.1 Million Net Loss in First Quarter
-------------------------------------------------------------------
NeuBase Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $4.07 million for the three months ended Dec. 31, 2020, compared
to a net loss of $4.51 million for the three months ended Dec. 31,
2019.
"In 2020 we validated that our PATrOL platform technology can
deliver compounds that are broadly biodistributed, mutant
allele-specific and well tolerated, including in non-human primates
(NHPs). Thereafter we finalized screening compound libraries and
moved into in vivo efficacy and tolerability studies that
demonstrated that administration of a PATrOL-enabled compound
resolves the causal genetic insult in an established transgenic
animal model of myotonic dystrophy type 1 (DM1), a severe genetic
disease with no effective therapies. This momentum is being
carried forward into 2021 as we set the stage to enter the clinic
in CY2022," said Dietrich A. Stephan, Ph.D., chief executive
officer of NeuBase. "Predicated on our progress, we recently
announced an agreement to acquire additional gene modulating
technology to consolidate the intellectual property to protect and
enhance value creation with this unique therapeutic modality."
"We look forward to providing more data and insights during an
investor R&D day in the first half of CY2021, including updates on
platform innovations, continued progress in Huntington's disease
(HD) and DM1 and new pipeline programs. This event will provide an
opportunity for us to introduce the expanded team, including Dr.
Curt Bradshaw, Ph.D. chief scientific officer, who has overseen
several development programs into the clinic and complements a
world-class team of technical experts and drug developers."
As of Dec. 31, 2020, the Company had $30.76 million in total
assets, $2.24 million in total liabilities, and $28.52 million in
total stockholders' equity.
NeuBase said, "The Company will likely need to raise substantial
additional funds through one or more of the following: issuance of
additional debt or equity, or complete a licensing transaction for
one or more of the Company's pipeline assets. If the Company is
unable to maintain sufficient financial resources, its business,
financial condition and results of operations will be materially
and adversely affected. This could affect future development and
business activities and potential future clinical studies and/or
other future ventures. Failure to obtain additional equity or debt
financing will have a material, adverse impact on the Company's
business operations. There can be no assurance that the Company
will be able to obtain the needed financing on acceptable terms or
at all. Additionally, equity or debt financings will likely have a
dilutive effect on the holdings of the Company's existing
stockholders.
"The Company expects to incur substantial operating losses and
negative cash flows from operations for the foreseeable future.
Accordingly, there are material risks and uncertainties that raise
substantial doubt about the Company's ability to continue as a
going concern."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1173281/000110465921020794/tm215685d1_10q.htm
About NeuBase Therapeutics
NeuBase Therapeutics, Inc. -- http://www.neubasetherapeutics.com--
is a biotechnology company focused on developing next generation
therapies to treat rare genetic diseases and cancers caused by
mutant genes. Given that perhaps every human disease has a genetic
component, the Company believes that its differentiated platform
technology has the potential for broad impact.
NeuBase reported a net loss of $17.38 million for the year ended
Sept. 30, 2020, compared to a net loss of $26.13 million for the
year ended Sept. 30, 2019. As of Dec. 31, 2020, the Company had
$30.76 million in total assets, $2.24 million in total liabilities,
and $28.52 million in total stockholders' equity.
NICOLAS THOMAS SCOTT: 4T Buying Kit Carson County Land for $239K
----------------------------------------------------------------
Nicolas Thomas Scott and Mandy Lea Scott ask the U.S. Bankruptcy
Court for the District of Colorado to authorize the sale of the
following real property located in Kit Carson County, Colorado to
4T Land, LLC for $239,000:
"The Northwest Quarter of Section 15, Township 7 South, Range
43 West of the 6th Principal Meridian, Kit Carson County, Colorado,
and The North Half and Southwest Quarter of Section 10,
Township 7 South, Range 43 West of the 6th Principal Meridian, Kit
Carson County, Colorado, and
Less and Except: A tract of land situate in the Northwest
and Southwest Quarters of Section 10, Township 7 South, Range 43
West of the 6th Principal Meridian, Kit Carson County, Colorado and
being more particularly described as follows: Commencing at the
West 1/3 Corner of said Section 10; Thence N 02°35'41" W along the
westerly line of the Northwest Quarter of said Section 10 a
distance of 293.53 feet; Thence S 23°16'25" E along the existing
fence line a distance of 33.93 feet to a point of curvature; Thence
along said existing fence line along the arc of a curve to the
right a distance of 542.79, said curve having a central angle of
37°21'24", a radius of 832.50 feet, the chord of which bears S
04°35'43" E a distance of 533.22 feet; Thence S 14°04'59" W
continuing along said fence line a distance of 106.60 feet to a
point on the westerly line of the Southwest Quarter a distance of
373.23 feet to the point of beginning, described parcel containing
0.66 acres more or less, as shown in that survey plat recorded June
19, 2014 at Document No. 566090 and in Plan Book 9 at Page 96 of
the Kit Carson County, Colorado records, and
Less and Except: A tract of land situate in the Southwest
Quarter of Section 10, Township 7 South, Range 43 West of the 6th
Principal Meridian, Kit Carson County, Colorado and being more
particularly described as follows: Commencing at the West ¼ Corner
of said Section 10; Thence S 02°35'41" E along the westerly line
of the Southwest Quarter of said Section 10 a distance of 474.00
feet to the True Point of Beginning on an existing fence line;
Thence along said existing fence line along the arc of a curve to
the right a distance of 531.16, said curve having a central angle
of 25°40'56", a radius of 1185.00 feet, the chord of which bears S
02°35'41" E a distance of 526.73 feet to a point on the westerly
line of said Southwest Quarter of Section 10; Thence N 02°35'41" W
along said westerly line of the Southwest Quarter a distance of
526.73 feet to the point of beginning, described parcel containing
0.24 acres more or less, as shown in that survey plat recorded June
19, 2014 at Document No. 566090 and in Plan Book 9 at Page 96 of
the Kit Carson County, Colorado records ("Land")."
Creditor MNB Bank obtained an appraisal of the Land dated Jan. 30,
2020. In the Appraisal, the Land is described as follows: "The
tract in the N/2 and SW/4 10, NW/4 15-7-43 consists of rolling
native pasture, with good perimeter fencing and water. A 2.69-acre
grass tract along the east side of the NE/4 9 included. A sprinkler
and small amount of dryland encroaches onto section 10 (.66 acres
in the NW/4 and .24 acres in the SW/4 – 1 acre total), and is
excluded (owned by Gary and Jody Queen). Drainage off Beaver Creek
(dry) runs through the center of the SW/4 10, and along the north
side of the NW/4 15. A windmill/tank is permitted (#89679) in the
SE/4NW/4 10, with a new solar submersible (#293464) well drilled in
the NW/4NW/4 15. Beaver Creek drainage southwest of the sprinkler
has an earthen dam, with trees established on the east and west
sides. A 171.54-acre tract in the N/2 10-7-43 was surveyed out
(Reception #573228) which included sprinkler irrigated. This tract
was sold off on March 24, 2017, leaving the above described grass
tract."
The Appraisal includes a valuation of the Land in the amount of
$239,000.
The Debtors have entered a contract for the sale of the Land to 4T
Land, LLC subject to Court approval.
MNB has or may assert a lien against the Land pursuant to following
recorded instruments ("DOT Liens"):
(a) Deed of Trust securing an indebtedness not to exceed $11
million recorded with the Kit Carson County Clerk and Recorder on
May 31, 2017 at Reception No. 00573986;
(b) Deed of Trust securing an indebtedness not to exceed
$3,053,400 recorded with the Kit Carson County Clerk and Recorder
on January 5, 2015 at Reception No. 201500567374; and,
MNB also asserts judgment liens against the Land pursuant to
following recorded transcripts of judgments ("Judgment Liens"):
(a) Transcript of Judgment in the amount of $155,306.16
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580451;
(b) Transcript of Judgment in the amount of $77,536.36
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580452;
(c) Transcript of Judgment in the amount of $2,333,239.25
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580453;
(d) Transcript of Judgment in the amount of $547,278.46
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580454; and,
(e) Transcript of Judgment in the amount of $3,840,337.83
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580455.
The validity and extent of the DOT Liens and the Judgment Liens are
at issue in (a) the pending litigation between the Debtors and MNB
in the Kit Carson County District Court Case No. 2018CV30026 set
for trial to commence in April 2021 and (b) the pending appeal in
Colorado Court of Appeals Case No. 2020CA000523 of the judgment
from which the Judgment Liens arose.
The Debtors have entered a contract for the sale of the Land to the
Buyer subject to Court approval. They propose to sell the Land
free and clear of liens, encumbrances, and interests.
The Contract includes the following terms:
a. Buyer will provide an earnest money deposit in the amount
of $11,950, which amount will be held by Kit Carson County Abstract
pending closing;
b. The sale price is $239,000;
c. The sale includes water rights of record or appurtenant to
the Land, including Well Permits 293464 & 89679;
d. The Land is being sold "as is, where is" and "with all
faults";
e. Title will be conveyed by general warranty deed;
f. Closing costs will be paid one-half by Debtors and one-half
by the Buyer;
g. The sale is contingent upon Buyer obtaining financing; and
h. The lease payment for 2021 due on the Land will be
pro-rated to the date of closing between the Debtors and the Buyer.
To the extent the above summary is inconsistent with the terms and
conditions found in the Contract, the Contract will control.
The Buyer is owned by the Debtors' children Tyka, Taylor, Triniti
and Tanner Scott. There are no conflicts of interest between
Debtors and the Buyer.
Pursuant to 11 U.S.C. Sections 361(2) and 363(e), if the sale is
approved, adequate protection will be provided to MNB in the form
of a replacement lien on the proceeds of the sale, which will be
held by the Debtors in a segregated account pending further orders
of the Court.
A copy of the Contract is available at https://tinyurl.com/53o4p33j
from PacerMonitor.com free of charge.
The Purchaser:
4T LAND, LLC
56799 County Road V
Burlington, CO 80807
Nicolas Thomas Scott and Mandy Lea Scott sought Chapter 11
protection (Bankr. D. Colo. Case No. 20-14159 KHT) on June 17,
2020.
NICOLAS THOMAS SCOTT: 4T Buying Kit Carson County Land for $469K
----------------------------------------------------------------
Nicolas Thomas Scott and Mandy Lea Scott ask the U.S. Bankruptcy
Court for the District of Colorado to authorize the sale of the
following real property located in Kit Carson County, Colorado, to
4T Land, LLC for $469,100:
"Lots 1, 2, 3, and 4, which are South of the right-of-way of
Interstate Highway No. 70, as the same is now located, Section 25,
Township 8 South, Range 42 West of the 6th Principal Meridian, Kit
Carson County, Colorado, and all Section 26, Township 8 South,
Range 42 West of the 6th Principal Meridian, Kit Carson County,
Colorado; Less and except railroads and highways, as the same is
now located; Less and except that part conveyed in deeds recorded
at Document No. 542258 and Document No. 542259 of the Kit Carson
County, Colorado records; Less and except that part conveyed in
deeds recorded at Document No. 547268 and Document No. 547270 of
the Kit Carson County, Colorado records; Less and except that part
conveyed in a deed recorded at Document No. 547572 of the Kit
Carson County, Colorado records, and Lots 1, 2, 3 and 4 (and can
also be described as all) Section 36, Township 8 South, Range 42
West of the 6th Principal Meridian, Kit Carson County, Colorado
("Land")."
Creditor MNB Bank obtained an appraisal of the Land dated Jan. 30,
2020. In the Appraisal, the Land is described as follows: "The
tracts in 25, 26, and 36-8-42 are located east of Burlington on the
State line, south of I-70. Consists of gently to moderately rolling
native grass, as well as some 205+/- acres former CRP. A
submersible well is located in the NW/4SW/4 at the corral site
(Permit #23418) and supplies 3 tanks throughout the pasture.
Fencing is in good condition. The tracts south of I-70 at Peconic
consist of good quality, mostly level dry farm ground."
The Appraisal includes a valuation of the Land in the amount of
$469,100. The Debtors have entered a contract for the sale of the
Land to 4T Land, LLC subject to Court approval.
MNB has or may assert a lien against the Land pursuant to following
recorded instruments ("DOT Liens"):
(a) Deed of Trust securing an indebtedness not to exceed $11
million recorded with the Kit Carson County Clerk and Recorder on
May 31, 2017 at Reception No. 00573986;
(b) Deed of Trust securing an indebtedness not to exceed
$3,053,400 recorded with the Kit Carson County Clerk and Recorder
on January 5, 2015 at Reception No. 201500567374; and,
(c) Deed of Trust securing an indebtedness not to exceed $5
million recorded with the Kit Carson County Clerk and Recorder on
May 1, 2013 at Reception No. 201300562962.
MNB also asserts judgment liens against the Land pursuant to
following recorded transcripts of judgments ("Judgment Liens"):
(a) Transcript of Judgment in the amount of $155,306.16
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580451;
(b) Transcript of Judgment in the amount of $77,536.36
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580452;
(c) Transcript of Judgment in the amount of $2,333,239.25
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580453;
(d) Transcript of Judgment in the amount of $547,278.46
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580454; and,
(e) Transcript of Judgment in the amount of $3,840,337.83
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580455.
The validity and extent of the DOT Liens and the Judgment Liens are
at issue in (a) the pending litigation between the Debtors and MNB
in the Kit Carson County District Court Case No. 2018CV30026 set
for trial to commence in April 2021 and (b) the pending appeal in
Colorado Court of Appeals Case No. 2020CA000523 of the judgment
from which the Judgment Liens arose.
The Debtors have entered a contract for the sale of the Land to the
Buyer subject to Court approval. They propose to sell the Land
free and clear of liens, encumbrances, and interests.
The Contract includes the following terms:
a. The Buyer will provide an earnest money deposit in the
amount of $23,455, which amount will be held by Kit Carson County
Abstract pending closing;
b. The sale price is $469,100;
c. The sale includes water rights of record or appurtenant to
the Land, including Well Permit 23418-A;
d. The Land is being sold "as is, where is" and "with all
faults";
e. Title will be conveyed by general warranty deed;
f. Closing costs will be paid one-half by Debtors and one-half
by the Buyer;
g. The sale is contingent upon Buyer obtaining financing; and
h. The lease payment for 2021 due on the Land will be
pro-rated to the date of closing between the Debtors and the Buyer.
To the extent the above summary is inconsistent with the terms and
conditions found in the Contract, the Contract will control.
The Buyer is owned by the Debtors' children Tyka, Taylor, Triniti
and Tanner Scott. There are no conflicts of interest between
Debtors and the Buyer.
Pursuant to 11 U.S.C. Sections 361(2) and 363(e), if the sale is
approved, adequate protection will be provided to MNB in the form
of a replacement lien on the proceeds of the sale, which will be
held by the Debtors in a segregated account pending further orders
of the Court.
A copy of the Contract is available at https://tinyurl.com/27gzgfrs
from PacerMonitor.com free of charge.
The Purchaser:
4T LAND LLC
56799 County Road V
Burlington, CO 80807
Nicolas Thomas Scott and Mandy Lea Scott sought Chapter 11
protection (Bankr. D. Colo. Case No. 20-14159 KHT) on June 17,
2020.
NICOLAS THOMAS SCOTT: Scott Buying Kit Carson County Land for $670K
-------------------------------------------------------------------
Nicolas Thomas Scott and Mandy Lea Scott ask the U.S. Bankruptcy
Court for the District of Colorado to authorize the sale of the
following real property located in Kit Carson County, Colorado to
Scott Cattle Co., LLC, for $669,550:
"The East Half of Section 32, Township 8 South, Range 43
West of the 6th Principal Meridian, Kit Carson County, Colorado;
Less and except a tract of land situate in the Southeast Quarter of
Section 32, Township 8 South, Range 42 West of the 6th Principal
Meridian, Kit Carson County, Colorado, and being more particularly
described as follows: Commencing at the Southeast corner of said
Section 32; Thence S 89°34'00" W along the southerly line of said
Southeast Quarter a distance of 1230.00 feet to the true point of
beginning; Thence S 89°34'00" W along said southerly line a
distance of 500.00 feet; Thence N 00°26'00" W a distance of 500.00
feet; Thence N 89°34'00" E a distance of 500.000 feet; Thence S
00°26'00" E a distance of 500.00 feet to the point of beginning,
described parcel containing 5.74 acres more or less, as shown in
that Subdivision Exemption Plat recorded February 29, 2000 at
Document No. 525983 and in Plat Book 5 at Page 70 of the Kit Carson
County, Colorado records ("Land")".
Creditor MNB Bank obtained an appraisal of the Land dated Jan. 30,
2020. In the Appraisal, the Land is described as follows: "The E/2
32-8-42 consists of gently rolling to rolling grassland with 65.1
acres level sprinkler irrigated, located 6.5 miles east from
Burlington, CO. Borrower lives in home on excluded 5.74-acre tract
in SE/4. Grass includes some 102.1 acres native grass, with balance
of 140.2 acres having been farmed many years ago. The owner has
kept the grass intact, with shop building and calving barns to east
of excluded home. Irrigation includes 1 well of 250 to 300 GPM.
Buyer purchased tract on basis of 300 GPM, but renozzled the
sprinkler at 250 GPM after purchase. Sprinkler is a 5-tower Valley
6000. Well has 70 HP Stapleton GH (#1507) and Worthington pump (no
number), located in northwest corner of tract. No log was available
for the well, with depth of 211'. Shop is serviced by its own
domestic submersible and septic/leach system."
The Appraisal includes a valuation of the Land in the amount of
$669,550.
The Debtors have entered a contract for the sale of the Land to
Scott Cattle, subject to Court approval.
MNB has or may assert a lien against the Land pursuant to following
recorded instruments ("DOT Liens"):
(a) Deed of Trust securing an indebtedness not to exceed $11
million recorded with the Kit Carson County Clerk and Recorder on
May 31, 2017 at Reception No. 00573986;
(b) Deed of Trust securing an indebtedness not to exceed
$3,053,400 recorded with the Kit Carson County Clerk and Recorder
on Jan. 5, 2015 at Reception No. 201500567374; and,
(c) Deed of Trust securing an indebtedness not to exceed $5
million recorded with the Kit Carson County Clerk and Recorder on
May 1, 2013 at Reception No. 201300562962.
MNB also asserts judgment liens against the Land pursuant to
following recorded transcripts of judgments ("Judgment Liens"):
(a) Transcript of Judgment in the amount of $155,306.16
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580451;
(b) Transcript of Judgment in the amount of $77,536.36
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580452;
(c) Transcript of Judgment in the amount of $2,333,239.25
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580453;
(d) Transcript of Judgment in the amount of $547,278.46
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580454; and,
(e) Transcript of Judgment in the amount of $3,840,337.83
recorded with the Kit Carson County Clerk and Recorder on Feb. 28,
2020 at Reception No. 00580455.
The validity and extent of the DOT Liens and the Judgment Liens are
at issue in (a) the pending litigation between the Debtors and MNB
in the Kit Carson County District Court Case No. 2018CV30026 set
for trial to commence in April 2021 and (b) the pending appeal in
Colorado Court of Appeals Case No. 2020CA000523 of the judgment
from which the Judgment Liens arose.
The Debtors have entered a contract for the sale of the Land to the
Buyer subject to Court approval. They propose to sell the Land
free and clear of liens, encumbrances, and interests.
The Contract includes the following terms:
a. The Buyer will provide an earnest money deposit in the
amount of $33,477, which amount will be held by Kit Carson County
Abstract pending closing;
b. The sale price is $669,550;
c. The sale includes water rights of record or appurtenant to
the Land, including Well Permits 1533-RFP & 289560;
d. The Land is being sold "as is, where is" and "with all
faults";
e. Title will be conveyed by general warranty deed;
f. Closing costs will be paid one-half by Debtors and one-half
by the Buyer;
g. The lease payment for 2021 due on the Land will be
pro-rated to the date of closing between the Debtors and the Buyer.
To the extent the above summary is inconsistent with the terms and
conditions found in the Contract, the Contract will control.
The Buyer is owned by the Debtors' children Tyka and Taylor Scott.
There are no conflicts of interest between Debtors and Buyer.
Pursuant to 11 U.S.C. Sections 361(2) and 363(e), if the sale is
approved, adequate protection will be provided to MNB in the form
of a replacement lien on the proceeds of the sale, which will be
held by the Debtors in a segregated account pending further orders
of the Court.
A copy of the Contract is available at https://tinyurl.com/4p3766n7
from PacerMonitor.com free of charge.
The Purchaser:
SCOTT CATTLE CO., LLC
19138 Road 57
Burlington, CO 80807
Nicolas Thomas Scott and Mandy Lea Scott sought Chapter 11
protection (Bankr. D. Colo. Case No. 20-14159 KHT) on June 17,
2020.
NUZEE INC: Incurs $5.9 Million Net Loss for Quarter Ended Dec. 31
------------------------------------------------------------------
Nuzee, Inc. filed with the Securities and Exchange Commission its
Quarterly Report on Form 10-Q disclosing a net loss of $5.89
million on $517,987 of revenues for the three months ended Dec. 31,
2020, compared to a net loss of $3.43 million on $546,208 of
revenues for the three months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $8.97 million in total assets,
$1.27 million in total liabilities, and $7.69 million in total
stockholders' equity. As of Dec. 31, 2020, the Company had a cash
balance of $5.32 million.
Nuzee said, "Since our inception in 2011, we have incurred
significant losses, and as of December 31, 2020, we had an
accumulated deficit of approximately $40 million. We have not yet
achieved profitability, and anticipate that we will continue to
incur significant sales and marketing expenses prior to recording
sufficient revenue from our operations to offset these expenses.
In the United States, we expect to incur additional losses as a
result of the costs associated with operating as an exchange-listed
public company in the future.
"To date, we have funded our operations primarily with proceeds
from the registered public offerings and private placements of
shares of our common stock.
"Our principal use of cash is to fund our operations, which
includes the commercialization of our pour over coffee products,
the continuation of efforts to improve our products, administrative
support of our operations and other working capital requirements.
"We may need to raise additional funds to support our operating
activities, and such funding may not be available to us on
acceptable terms, or at all. If we are unable to raise additional
funds when needed, our operations and ability to execute our
business strategy could be adversely affected. We may seek to
raise additional funds through equity, equity-linked or debt
financings. If we raise additional funds through the incurrence of
indebtedness, such indebtedness would have rights that are senior
to holders of our equity securities and could contain covenants
that restrict our operations. Any additional equity financing may
be dilutive to our stockholders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1527613/000149315221003477/form10-q.htm
About Nuzee
NuZee, Inc. (d/b/a Coffee Blenders) is a specialty coffee company
and a single-serve pour-over coffee producer and co-packer. The
Company owns sophisticated packing equipment developed in Asia for
pour over coffee production and it believes its long-standing
experience with this equipment and associated pour over filters,
and its relationships with their manufacturers provide the Company
with an advantage over its North American competitors.
Nuzee reported a net loss of $9.52 million for the year ended Sept.
30, 2020, compared to a net loss of $12.21 million for the year
ended Sept. 30, 2019. As of Sept. 30, 2020, the Company had $8.17
million in total assets, $1.78 million in total liabilities, and
$6.39 million in total stockholders' equity.
OCEANEERING INT'L: S&P Affirms 'B+' ICR, Alters Outlook to Stable
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' issuer credit rating on
Houston-based Oceaneering International Inc. At the same time, S&P
affirmed its 'B+' issue-level rating on its senior unsecured notes.
The '3' recovery rating is unchanged.
S&P said, "We are revising our outlook to stable from negative
based on our expectation that Oceaneering will modestly improve
leverage metrics over the next 12-24 months and generate positive
FOCF. We expect funds from operations (FFO) to debt to average
about 20%.
"We do not expect material improvement in offshore exploration and
drilling activity until at least 2022, which will continue to delay
more meaningful improvement in Oceaneering's credit measures.
Approximately 80% of the company's revenues are tied to the
offshore oil and gas sector, with the remaining 20% primarily
derived from aerospace and defense-related government contracts,
theme parks, and other robotics. Although we consider business
diversification as a positive factor, growth in all segments has
dragged in recent years. Nonetheless, we expect total revenues to
be about flat year over year in 2021 and FFO to debt to improve
slightly to about 20% over the next 12-24 months, from less than
15% in 2020. Our credit metrics benefit from our expectation of the
company achieving its targeted cost reductions, continued FOCF
generation, and higher cash balances, which we net from debt in our
ratios."
Margin improvement, positive FOCF, and longer-term debt reduction
are needed to improve the rating. In 2020, Oceaneering restructured
its business segments to achieve operating synergies and reduce
overall costs. The company is targeting $125 million-$160 million
in total cost reductions, which S&P expects will be necessary to
improve margins, FOCF, and credit measures in the current business
environment. Longer-term S&P believes absolute debt reduction will
be necessary to improve the rating.
S&P said, "In our view, Oceaneering's liquidity remains strong. Our
'B+' rating incorporates the company's strong liquidity position,
which provides a one notch increase to the anchor score.
Oceaneering has a sizable cash position (about $360 million as of
Sept. 30, 2020), an undrawn $500 million revolving credit facility,
and no debt maturities until November 2024.
"The stable outlook reflects our expectation that Oceaneering's
leverage metrics will improve modestly in 2021 and 2022, with
average FFO to debt of about 20%, positive FOCF, and a strong
liquidity position.
"We could lower the rating if Oceaneering's leverage metrics
deteriorated, such that FFO to debt approached 12% without a clear
path to recovery. This would most likely result from a prolonged
period of oil price weakness, which would put downward pressure on
pricing and margins for Oceaneering's services. We could also lower
the rating if liquidity weakened and we no longer considered it to
be strong.
"We could raise the rating if Oceaneering's leverage metrics
improved ahead of our current expectations, such that FFO to debt
approaches 30% for a sustained period. This would most likely occur
from a quicker than anticipated recovery in the offshore drilling
sector, raising demand for its offshore services."
ORTHO-CLINICAL DIAGNOSTICS: S&P Raises ICR to 'B', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on In vitro
diagnostics (IVD) provider Ortho-Clinical Diagnostics Bermuda Co.
Ltd. to 'B' from 'B-' and removed all of its ratings from
CreditWatch, where S&P placed them with positive implications on
Jan. 6, 2021.
S&P said, "At the same time, we are raising our issue-level rating
on the company's senior secured credit facilities to 'B+' from 'B-'
and our issue-level rating on its unsecured notes to 'CCC+' from
'CCC'. Our '2' recovery rating on the senior secured debt and '6'
recovery rating on the unsecured notes indicate our expectation for
substantial (70%-90%; rounded estimate: 70%) and negligible
(0%-10%; rounded estimate: 5%) recovery, respectively, in the event
of a payment default.
"The stable outlook on Ortho-Clinical reflects our expectation for
mid-single digit percent revenue growth over the next 12 months
supported by its continued recovery from the effects of the
COVID-19 pandemic."
The upgrade reflects the company's materially improved credit
measures following its IPO. Ortho-Clinical used the proceeds from
its recent IPO to repay $160 million of its 2025 unsecured notes
($240 million outstanding), $270 million of its 2028 notes ($405
million outstanding), and $892 million of its senior secured term
loan B ($1.3 billion outstanding). This more than $1.3 billion
reduction in its total debt materially improves our view of its
near-term credit measures. S&P said, "We now forecast
Ortho-Clinical's adjusted leverage will be about 5.0x for full year
2021, which is down significantly from our previous expectation of
8.9x. Furthermore, the company's decreased interest burden will
bolster its FOCF generation, which we now forecast at greater than
$150 million and 5% of debt annually."
S&P said, "We expect Ortho-Clinical's operating performance to
improve in 2021 as its recovers from the effects of the COVID-19
pandemic during 2020. The company's revenue declined by about 2% in
2020 due to the deferral of elective procedures and a decline in
nonemergency outpatient visits that negatively affected its major
clinical diagnostics end market. Specifically, its operating
performance bottomed out in the second quarter of the year, when
the government-enforced lockdowns were at their most stringent,
before recovering and expanding by the mid-single digit percent
area during the latter part of the year as these measures were
relaxed. We expect Ortho-Clinical to continue to expand its revenue
by the mid-single digit percent area throughout 2021 supported by a
further recovery in clinical diagnostic volume and contributions
from its antibody testing.
"Despite its leading position, Ortho-Clinical's long-term growth
prospects remain limited in the mature IVD market. Over the longer
term, we project the expansion of the company's revenue will be
constrained by modest pricing pressure." Although Ortho-Clinical
remains a market leader with significant scale, the global IVD
sector is very mature, which limits the company's overall growth
potential relative to its life science peers that participate in
more-rapidly expanding segments, such as molecular diagnostics or
genome sequencing. Despite this, Ortho-Clinical's underlying
business remains very stable given its elevated level of recurring
revenue (80% of sales are consumables and reagents), the high
regulatory barriers in its industry, and the considerable switching
costs for its customers.
S&P said, "Our stable outlook on Ortho-Clinical reflects our
expectation for a mid-single digit percent increase in its revenue
over the next 12 months as its clinical volumes recover from the
impaired levels during 2020. It also reflects our longer-term
expectation that the company will expand its revenue by the
low-single-digit percent area and face moderate pricing pressure,
in line with the broader clinical diagnostics industry.
"We could consider lowering our rating on Ortho-Clinical if
unexpected demand issues or abnormally elevated pricing pressure
impair its margins and reduce its FOCF to debt below 3%. This could
occur due to continued weakness in its key markets or persistent
higher-than-expected restructuring costs.
"We could consider raising our rating on Ortho-Clinical if it
exceeds our base-case scenario by reducing its adjusted leverage
comfortably below 5x. Given its financial-sponsor ownership, we
would also need confidence that the company is publicly committed
to sustaining its leverage at this level before raising our
rating."
ORYX MIDSTREAM: Moody's Affirms B2 CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service affirmed Oryx Midstream Holdings LLC's
Corporate Family Rating at B2, Probability of Default Rating at
B2-PD and senior secured term loan rating at B2. The outlook was
changed to stable from negative.
"The change in Oryx's outlook to stable reflects our expectation
for leverage to decline toward the mid-5x area this year on higher
EBITDA as the company uses free cash flow to repay debt and
maintains good liquidity," said Jonathan Teitel, a Moody's
analyst.
Affirmations:
Issuer: Oryx Midstream Holdings LLC
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD4)
Outlook Actions:
Issuer: Oryx Midstream Holdings LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
Oryx's B2 CFR reflects high but improving leverage and good
liquidity in difficult industry conditions. Oryx successfully
navigated the weak oil price environment in 2020, recovering oil
volume on its system as prices improved. Moody's expects Oryx's
debt/EBITDA will decline toward the mid-5x area in 2021 on higher
EBITDA and as the company applies free cash flow to repay debt.
Oryx owns a large system for gathering and transporting customers'
crude oil in the Permian Basin, a top-tier oil-producing region in
the US. Oryx has long-term fixed fee contracts with customers that
include large quantities of dedicated acreage. Oryx has limited
minimum volume commitments so is exposed to volume risk as oil
producers adjust capital spending. The lower baseline of capital
spending will constrain volume growth.
Moody's expects Oryx will maintain good liquidity into 2022
supported by positive free cash flow and revolver availability. As
of September 30, 2020, the company had $15 million of cash and $45
million drawn on its $150 million revolver due 2024. Revolver
availability is limited by letters of credit, the majority of which
are for the term loan's debt service reserve account. As of
November 2020, the company had $49 million in letters of credit
outstanding. The revolver and term loan have financial covenants
that require minimum debt service coverage ratios of 1.1x. Moody's
expects the company will maintain compliance with these covenants
into 2022.
The $1.481 billion senior secured term loan (outstanding balance as
of September 30, 2020) due 2026 is rated B2. The $150 million
senior secured revolver due 2024 (unrated) has a first-out
preference over the term loan. However, because of the small size
of the revolver, the term loan comprises the preponderance of the
debt, resulting in the term loan being rated the same as the CFR.
The stable outlook reflects Moody's expectation for Oryx's
debt/EBITDA to decline toward the mid-5x area this year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade include durable growth of
volume and EBITDA, and increased financial flexibility and lower
leverage with debt/EBITDA sustained below 5x and maintenance of
good liquidity.
Factors that could lead to a downgrade include debt/EBITDA
remaining above 6x or weakening liquidity.
Oryx, headquartered in Midland, Texas, is a privately held
midstream business that owns a large crude oil gathering and
transportation system in the Permian Basin. The company is
majority-owned by affiliates of Stonepeak Partners LP and ownership
stakes are also held by an affiliate of the Qatar Investment
Authority and Oryx management.
The principal methodology used in these ratings was Midstream
Energy published in December 2018.
OUTLOOK THERAPEUTICS: Inks $1M Purchase Deal With GMS Ventures
--------------------------------------------------------------
Outlook Therapeutics, Inc. entered into a securities purchase
agreement with GMS Ventures and Investments, a significant
stockholder of the Company, pursuant to which the Company agreed to
sell and issue 1,013,627 shares of Common Stock at a purchase price
of $1.00 per share, for aggregate gross proceeds to the Company of
$1,013,627.
The underwriter in the recently completed underwritten common stock
offering partially exercised its overallotment option to purchase
additional shares and the GMS Shares were issued to GMS Ventures
pursuant to its preemptive rights set forth in Article IV of the
Investor Rights Agreement, dated as of Sept. 11, 2017, by and among
the Company, BioLexis Pte. Ltd. and GMS Ventures. The price per
share is the same as that paid by investors in the recently
completed underwritten common stock offering and concurrent private
placement.
The GMS Shares have not been registered under the Securities Act of
1933, as amended, and are instead being offered pursuant to the
exemption provided in Section 4(a)(2) under the Securities Act and
Rule 506(b) promulgated thereunder. The GMS Private Placement
closed on Feb. 10, 2021.
About Outlook Therapeutics
Outlook Therapeutics, Inc., formerly known as Oncobiologics, Inc.
-- http://www.outlooktherapeutics.com-- is a late clinical-stage
biopharmaceutical company working to develop the first FDA-approved
ophthalmic formulation of bevacizumab for use in retinal
indications, including wet AMD, DME and BRVO. If ONS-5010, its
investigational ophthalmic formulation of bevacizumab, is approved,
Outlook Therapeutics expects to commercialize it as the first and
only on-label approved ophthalmic formulation of bevacizumab for
use in treating retinal diseases in the United States, Europe,
Japan and other markets.
Outlook Therapeutics reported a net loss attributable to common
stockholders of $48.87 million for the year ended Sept. 30, 2020,
compared to a net loss attributable to common stockholders of
$36.04 million for the year ended Sept. 30, 2019. As of Sept. 30,
2020, the Company had $19.73 million in total assets, $16.91
million in total liabilities, and $2.82 million in total
stockholders' equity.
KPMG LLP, in Philadelphia, Pennsylvania, the Company's auditor
since 2015, issued a "going concern" qualification dated Dec. 23,
2020, citing that the Company has incurred recurring losses and
negative cash flows from operations since its inception and has an
accumulated deficit of $289.7 million as of Sept. 30, 2020 that
raise substantial doubt about its ability to continue as a going
concern.
OVERLAND PARK: S&P Lowers 2019 Revenue Bond Rating to 'BB-'
-----------------------------------------------------------
S&P Global Ratings lowered its long-term rating on Overland Park
Development Corp. (OPDC), Kan.'s series 2019 improvement and
refunding revenue bonds (Overland Park Convention Center Hotel) by
two notches to 'BB-' from 'BB+'. The outlook remains negative.
"The downgrade reflects our view of the corporation's ongoing trend
of significant, rapid pledged revenue decline, caused by the
ongoing COVID-19 pandemic and resulting decline in demand for
business travel and hotel stays," said S&P Global Ratings credit
analyst Amahad Brown. As a result, OPDC anticipates continued draws
on reserves over the short term to make full and timely debt
service payments. S&P said, "The rating action reflects our view of
the heightened health and safety risks associated with the pandemic
and resulting actions taken by state and local officials to prevent
community spread, which we view as social risks within our
environment, social, and governance (ESG) factors. We believe that
the loss in demand for hotel stays for business and leisure travel
will pressure pledged revenues in the short term."
The negative outlook reflects the uncertainty regarding the
duration of the pandemic and its effect on pledged revenue. There
is a one-in-three chance that S&P could lower the ratings over the
next six months if the ongoing pandemic and anticipated slow
recovery in hospitality sector activity contribute to ongoing very
weak coverage and material depletion in the debt service reserve to
support full and timely debt service payments.
S&P said, "We view the social risk under our ESG factors as higher
than the sector standard, given the COVID-19 pandemic and its
effect on pledged revenue and coverage. We also analyzed the city's
environmental and governance risks relative to its economy,
management, financial measures, and debt and liability profile, and
determined that all are in line with our view of the sector
standard.
"We could lower the rating if pledged revenue fails to meaningfully
improve relative to fiscal 2020 collections, resulting in an
extended period of less than 1x MADS coverage. Pledged revenue
trends that continue to indicate material deterioration in the debt
service reserve to support upcoming payments could have a negative
rating impact in the short term.
"We could revise the outlook to stable if pledged revenue increases
and stabilizes, resulting in more than 1x MADS coverage on a
sustained basis."
PARK CITY HOLDCO: Fitch Affirms 'CCC+' LongTerm IDR
---------------------------------------------------
Fitch Ratings has published Party City Holdco Inc.'s ratings,
including its Long-Term Issuer Default Rating (IDR) of 'CCC+'.
Party City's ratings reflect high adjusted leverage (adjusted
debt/EBITDAR, capitalizing leases at 8x), projected around 8x
beginning 2021, assuming EBITDA rebounds from breakeven in 2020 to
$170 million in 2021 and $180 million in 2022, limited projected
FCF of around $25 million, and a weak operating trajectory prior to
the onset of the coronavirus pandemic, which could limit Party
City's post-pandemic recovery prospects.
Near-term refinancing risk has been eliminated following the
company's issuance of $750 million in secured notes, which will be
used to repay the company's $697 million 2022 term loan maturity. A
ratings upgrade to the 'B-' level could result from confidence in
Party City's ability to stabilize EBITDA at or above pre-pandemic
levels of around $230 million, yielding adjusted leverage around 7x
and meaningfully positive cash flow.
Party City's 'CCC+' IDR has been published for Party City Holdco
Inc. as well as its debt-issuing subsidiaries Party City Holdings,
Inc., Anagram International Inc. and Anagram International
Holdings, Inc.
KEY RATING DRIVERS
Refinancing Completed: Party City has issued $750 million (upsized
from $725 million) of new secured notes due February 2026; proceeds
will be used to pay down its $697 million in term loans due August
2022. The $750 million of new notes have a security package similar
to the existing term loan, including a second lien on ABL
collateral including inventory and receivables, and a first lien on
most of Party City's remaining assets. As part of the refinancing,
the company plans to extend its ABL maturity to February 2026 from
August 2023, and downsize its size to $475 million from $596
million given a recently reduced borrowing base of inventory and
receivables as Party City manages down working capital.
This transaction significantly reduces the company's near-term
maturity wall, with upcoming maturities including just $23 million
of unsecured notes in August 2023 and then around $270 million in
two secured notes tranches due in July/August 2025.
On a pro forma basis following the transaction, Party City's
leverage profile remains high with adjusted leverage projected to
trend in the 8x range. This assumes EBITDA improves from breakeven
in 2020 to around $170 million in 2021 and $180 million in 2022.
FCF could be around $25 million annually and therefore limit
deleveraging prospects. Fitch's current post-pandemic EBITDA
projections are lower than the $230 million recorded in 2019 due to
recent business divestitures and other transactions, pre-pandemic
business challenges and investments required to execute Party
City's growing omnichannel initiatives.
In October 2019, Party City sold its 65 Canadian stores to Canadian
Tire Corporation; these stores generated around $15 million of
EBITDA on around $100 million of revenue. In December 2020, the
company announced the proposed sale of certain international
manufacturing assets to private equity investors; Fitch estimates
these assets generated $5 million to $10 million of EBITDA.
Finally, in June 2019 the company entered into a sale-leaseback
transaction with Spirit Realty for three owned facilities; Fitch
estimates an annual rent impact around $8 million to $10 million.
Following these three transactions, Fitch estimates a 2019 pro
forma EBITDA of approximately $200 million.
Should the company's EBITDA rebound toward 2019 levels, adjusted
leverage could improve toward 7x and this in combination with
stronger FCF and limited debt financing risk would be more
representative of a 'B-' rating.
Coronavirus Pandemic: The pandemic has negatively affected revenue
trajectories for many consumer discretionary retailers, which have
suffered from mandated or proactive store closures and weak
traffic. The party supplies category has been negatively affected
by reductions to large in-home gatherings, mitigated somewhat by
increased occurrence of in-home celebrations due to restaurant and
bar restrictions.
Numerous unknowns regarding the pandemic remain including the
timing of vaccine deployment, economic conditions exiting the
pandemic including unemployment and household income trends, the
level and impact of ongoing government support of business and
consumers, and the impact the crisis will have on longer-term
consumer behavior.
Party City entered this difficult period with an increasingly
challenged operating trajectory. Comps moderated from modestly
negative in 2016-2018 to negative 3% in 2019. EBITDA declined from
a peak of nearly $400 million in 2017 to $230 million in 2019 on
negative comps, fixed-cost deleverage, SG&A growth, and some
exogenous factors including tariff pressure and a helium shortage.
Fitch believes that Party City's party goods category has been more
recently disrupted by the discount and e-commerce channels after
remaining defensive for years due to low average tickets and the
importance of an in-store experience.
Fitch expects Party City's 2020 revenue to decline around 20% to
$1.85 billion, with EBITDA close to breakeven. This is based on a
26% revenue decline through 3Q20 and EBITDA during that period of
approximately negative $60 million. Revenue in 2021 is expected to
rebound to around $1.95 billion, below 2019 levels of $2.35 billion
on lingering spending concerns and recent store closures and
business divestitures, including the Canadian retail business and
certain international wholesale assets. EBITDA in 2021 is expected
to improve to around $170 million, with margins in the 8.5% range,
compared with the 10% range recorded in 2019. Fitch expects
modestly positive revenue growth beginning 2022, with EBITDA
margins improving toward 9.0% as the business stabilizes; EBITDA
could therefore be around $180 million beginning 2022. The $180
million in EBITDA is a modest improvement from 2021 levels and
below pro forma 2019 levels of around $200 million given concerns
around the company's pre-pandemic operating trajectory, investments
required to support Party City's omnichannel initiatives, and
actions take in 2019 and 2020 which Fitch estimates structurally
reduce EBITDA by around $30 million.
Recent DDE: In July 2020 Party City completed a DDE for
approximately $720 million of its $850 million in unsecured notes,
of which $327 million was due in 2023 and $393 million in 2026. For
every $1,000 in par value, the exchange yielded approximately $370
in value. This $370 was comprised of $218 in secured floating rate
notes which are pari passu to the company's term loan, and $118 in
5% cash/5% PIK notes, which have a second lien on Party City's foil
balloon manufacturing business Anagram, which was stripped out of
the term loan collateral package as part of the exchange. Unsecured
noteholders also received 22 shares of Party City's common stock,
or around $40 per $1,000 of notes principal.
In addition, note holders had the right to purchase first lien debt
at Anagram. Following the exchange and debt purchase offer, total
debt at Anagram was $195 million. In 2019, Anagram generated $153
million in revenue, down approximately 20% from 2018 due to helium
shortages. Similarly, EBITDA fell 50% to $25 million from $49
million in 2018 and thus accounted for approximately 10% of Party
City EBITDA. One-quarter of Anagram's revenue is to Party City
retail stores, with the remainder to a variety of distributors and
retailers. With $195 million of debt, Anagram is approximately 8x
levered on 2019 EBITDA although leverage could improve toward 6x
assuming EBITDA rebounds to the low-$30 million range over the next
two to three years.
Following the exchange, Party City's remaining unsecured notes
maturities include $23 million due 2023 and $107 million due 2026.
Recent Operating Challenges: Party City is the primary national
player in the approximately $10 billion party-supply industry,
generating $2.35 billion in 2019 revenue across approximately 875
stores (at YE, of which approximately 100 were franchised),
wholesale operations and ecommerce (approximately 7% penetration).
Approximately three fourths of 2019 revenue was generated by Party
City's retail operation, with approximately 25% from Party City's
wholesale operations, and a small percentage of revenue generated
by royalties and franchise fees.
Historically, the company benefited from its leading position,
significant inventory investment required in the category, and
relatively limited intrusion from the discount and online channels.
For example, 40% of online orders at Party City are collected
in-store, likely due to a combination of desire to see products
in-person and purchase immediacy.
Results in recent years, however, have been challenged, with comps
in the flat-to-down 1% range during 2016-2018 and weakening, down
3% in 2019. EBITDA consequently fell from a peak of $390 million in
2017 to $230 million in 2019, due to sales deleverage, merchandise
mix, incremental costs in areas like freight and distribution, and
selling investments. The company has pointed to a number of
external factors, including holiday calendar shifts, severe weather
events and a helium shortage to explain some of the topline
challenges. Fitch views stagnant topline as largely the result of
discount and online competitors building more robust omnichannel
models and taking incremental share in historically defensive
categories.
Prior to the onset of the coronavirus pandemic, the company
detailed several initiatives that the new CEO, who joined the
company mid-2019 and took on the CEO role in April 2020, would
undertake. These initiatives include store refreshes, improving
price perception, building a better selling culture and expanding
omnichannel capabilities. Fitch expects that if executed well,
these initiatives could improve Party City's operating trajectory
over time. However, the acute concerns of the pandemic, including
near-term operating complications and liquidity preservation could
delay or otherwise impact Party City's progress on these
initiatives.
DERIVATION SUMMARY
Party City's 'CCC+' IDR reflects high adjusted leverage (adjusted
debt/EBITDAR, capitalizing leases at 8x), projected around 8x
beginning 2021, assuming EBITDA rebounds from breakeven in 2020 to
$170 million in 2021 and $180 million in 2022, limited projected
FCF of around $25 million, and a weak operating trajectory prior to
the onset of the coronavirus pandemic, which could limit Party
City's post-pandemic recovery prospects. Near-term refinancing risk
has been eliminating following the company's issuance of $750
million in secured notes, which will be used to repay the company's
$697 million 2022 term loan maturity. A ratings Upgrade to the 'B-'
level could result from confidence in Party City's ability to
stabilize EBITDA at or above pre-pandemic levels of around $230
million, yielding adjusted leverage around 7x and meaningfully
positive cash flow.
Other speculative rated retailers in Fitch's coverage include Rite
Aid Corporation. Rite Aid'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- to mid-7.0x range, despite some signs of
pharmacy sales stabilization over the past 18 months. Fitch
believes that operational challenges include both a challenged
competitive position in retail and, more recently, sector-wide
gross margin contraction resulting from reimbursement pressure.
These concerns are mitigated by Rite Aid's strong liquidity,
supported by a borrowing base of pharmaceutical inventory and
prescription files, and limited near-term maturities.
Cosmetics company Anastasia Intermediate Holdings LLC (Anastasia
Beverly Hills) is rated 'CCC'. Its rating reflects Fitch's view
that its capital structure is unsustainable following ongoing
deterioration in ABH's operating trends. After many years of strong
growth, revenue turned flat in 2018 and Fitch expects this could
represent ABH's peak volume. EBITDA, which peaked at around $175
million, could moderate toward $40 million over the next few years,
yielding leverage (gross debt to EBITDA) in the mid-teens. These
projections raise significant questions regarding the long-term
health of the brand and the ability of management to successfully
execute around new product launches and expense management. The
rating also considers the company's narrow product and brand
profile, and risk that continued beauty industry market share
shifts could further weaken ABH's projected growth through the risk
of new entrants and brand extensions from existing large players.
KEY ASSUMPTIONS
-- In 2020, Fitch expects Party City's revenue could decline
around 20% to $1.85 billion, while EBITDA could decline to
near-breakeven from approximately $230 million in 2020. This
assumes 4Q revenue and EBITDA declines of around 12% and 25%,
respectively;
-- Fitch expects Party City's trajectory to improve in 2021,
particularly in the spring against a period of store closures
in 2020. Fitch expects revenue could expand around 5% toward
$1.95 billion, albeit below the $2.35 billion recorded in 2019
due to permanent store closures, sales of the Canadian retail
business and international manufacturing assets, and ongoing
consumer spending challenges. EBITDA margins are expected to
rebound toward the mid-8% range but remain below the 10% range
from 2019; EBITDA could therefore be around $170 million.
Fitch expects modest sales growth beginning 2022, with EBITDA
improving to $180 million on modest margin expansion;
-- Fitch's EBITDA estimates are below the $230 million recorded
in 2019, due to the company's challenged operating trajectory
prior to 2020 and divestitures and other transactions
undertaken in 2019 and 2020 which Fitch estimates structurally
reduce EBITDA by around $30 million;
-- FCF, which had declined from approximately $200 million in
2016/2017 to breakeven in 2018/2019 on EBITDA declines, is
expected to be in the negative $100 million range in 2020 as
EBITDA declines are somewhat mitigated by lower capex and cash
taxes. Beginning 2021, FCF could be positive in the $25
million range;
-- Adjusted debt/EBITDAR (capitalizing leases at 8x), could rise
from 7.7x in 2019 to the 15x range in 2020 on lower EBITDA,
somewhat mitigated by lower rent following store closures and
sales and lower debt following the DDE. Adjusted leverage
could return to the 8x range beginning 2021, assuming EBITDA
improves to $170 million in 2021 and $180 million in 2022.
Following the repayment of Party City's term loans due 2022,
Party City's next sizable maturities - approximately $270
million - are pushed to 2025, with $23 million of unsecured
notes due in August 2023.
RATING SENSITIVITIES
Factor that could, individually or collectively, lead to positive
rating action/upgrade:
-- An upgrade to 'B-' could result from EBITDA returning to pre
pandemic levels of around $230 million, yielding meaningfully
positive FCF and adjusted leverage (adjusted debt/EBITDAR,
capitalizing leases at 8x) trending toward 7x.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- A downgrade to 'CCC' could result from weaker-than expected
results, yielding breakeven to negative FCF and adjusted
leverage (adjusted debt/EBITDAR, capitalizing leases at 8x)
elevated above 8x, increasing refinancing concerns as the
company approaches its next significant maturities in 2025.
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, which represents peak seasonal borrowing
needs in advance of the Halloween selling season, Party City had
$170.6 million in cash and $179 million in availability on its $596
million asset-based revolver due August 2023. The company is
extending its ABL to February 2026 and downsizing it to $475
million given borrowing base reductions following efforts to reduce
working capital. The company maintained adequate liquidity through
a challenging 2020, which included unexpected temporary store
closures and Fitch expects Party City's liquidity to remain
adequate beginning 2021, assuming no resumption of widespread
shelter-in-place activity or store closures.
Following the notes issuance and term loan paydown, the company's
pro forma debt structure consists of its ABL, which is limited by a
borrowing base comprised mostly of inventory, $750 million of newly
issued secured notes due February 2026 and $162 million of secured
notes due July 2025. These notes tranches are pari passu and are
secured by most of Party City's remaining assets, with a second
lien on ABL collateral. The company also has $130 million in
outstanding unsecured notes, with $23 million due August 2023 and
the remaining $107 million due August 2026.
Party City subsidiary Anagram, which generates approximately 10% of
Party City's overall EBITDA, has $110 million in first-lien secured
notes due August 2025 and $85 million in second-lien secured notes
due August 2026. Anagram was previously part of the Party City term
loan's collateral package but moved to an unrestricted subsidiary
as part of this transaction.
RECOVERY CONSIDERATIONS
Given the various collateral packages, Fitch has performed separate
recovery analyses for Anagram and the balance of Party City's
businesses.
Party City ex Anagram
Fitch's recovery analysis for Party City is based on a going
concern value of approximately $625 million, versus approximately
$475 million from an orderly liquidation of assets, much of which
is comprised of inventory. Post-default EBITDA was estimated at
around $125 million, which compares with approximately $150 million
of EBITDA forecast at Party City ex-Anagram beginning 2022. The
going-concern EBITDA assumes that the company closes around 25% of
its weaker-performing store base, having already closed around 75
or approximately 8% over the past 18 months as part of a store
optimization process. EBITDA margins could improve toward 9% on
cost reductions. This scenario would yield revenue of approximately
$1.4 billion, down 25% from projected 2021 levels, and EBITDA of
$125 million.
A multiple of 5.0x to EBITDA is applied, at the midpoint 4.0x-6.0x
multiple range observed in Fitch retail bankruptcy case studies
given Party City's leadership position in its category mitigated by
concerns regarding weakening category defensibility to intrusive
channels. Together these estimates yield a $625 million going
concern value. After deducting 10% for administrative claims, the
remaining $563 million would lead to outstanding recovery prospects
(91%-100%) for the ABL, which is assumed to be drawn 70% at
default. The ABL has consequently been rated 'B+'/'RR1'. The $750
million of newly issued first-lien secured notes and $190 million
of other first-lien secured notes, which are pari passu, are
expected to have below average recovery prospects (11%-30%), and
are thus rated 'CCC'/'RR5'. Party City's $130 million of unsecured
notes are expected to have poor recovery prospects (0%-10%) and are
thus rated 'CCC-'/'RR6'.
Anagram
Fitch's recovery analysis for Anagram is based on a going concern
value of approximately $160 million, versus approximately $45
million from an orderly liquidation of assets, which is comprised
of receivables, inventory and manufacturing assets. Post-default
EBITDA was estimated at around $27 million. This is modestly higher
than the $25 million generated in 2019, which was negatively
affected by a helium shortage.
Fitch's current projections assume Anagram could generate EBITDA on
a run-rate basis of around $35 million on $175 million in revenue.
The $27 million going concern EBITDA represents the scenario of a
loss of some of Anagram's largest retail and distributor customers,
yielding around $150 million in revenue, offset by some expense
management to generate 18% EBITDA margin. Fitch assumes Anagram
could fetch a 6x multiple, near the midpoint of Fitch's consumer
products bankruptcy studies, given the business' strong market
share and relatively stable category over the long term.
After deducting 10% for administrative claims, the remaining $146
million would lead to outstanding recovery prospects (91%-100%) for
the $110 million first lien secured notes, which is rated
'B+'/'RR1'. The $85 million second lien secured notes would be
expected to have average recovery prospects (31%-50%), and is thus
rated 'CCC+'/'RR4'.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fitch adjusts for non-cash stock-based compensation and
restructuring & impairment which totaled $2 million and $60 million
respectively in 2019.
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.
PAUL E. CALLICOAT: Selling Assets for Not Less Than 80% of Value
----------------------------------------------------------------
Paul Edward Callicoat and Wendy Lynn Callicoat ask the U.S.
Bankruptcy Court for the Western District of Missouri to authorize
the sale of the following assets for a purchase price of not less
than 80% of each of the Asset's scheduled value:
a. an airplane with an estimated value of $150,000;
b. a Mercedes-Benz vehicle with an estimated value of
$80,000;
c. a 1978 Boston Whaler boat with an estimated value of
$1,200; and
d. a utility trailer with an estimated value of $500.
The Debtors are owners of the Assets. They believe that the sale
of the Assets is in the best interest of creditors, the bankruptcy
estate, and other parties-in-interest.
By the Motion, the Debtors ask entry of an order, following a Sale
Hearing, authorizing them to sell the Assets free and clear of all
liens, claims, and encumbrances for a purchase price of not less
than 80% of the Assets' scheduled values.
The Debtors ask that the Court approves payment of all of the
proceeds received from the sale of the Assets into their DIP bank
account. Additionally, they ask a carve-out from the proceeds of
the sale of the Assets for the reasonable fees and expenses of
their professionals employed in the Chapter 11 Case.
Paul Edward Callicoat and Wendy Lynn Callicoat sought Chapter 11
protection (Bankr. W.D. Mo. Case No. 20-30048) on Feb. 4, 2020.
The Debtors tapped Robert Eggmann, Esq., as counsel.
PAUL E. CALLICOAT: Selling Boat and Trailer to Daughter for $2.4K
-----------------------------------------------------------------
Paul Edward Callicoat and Wendy Lynn Callicoat ask the U.S.
Bankruptcy Court for the Western District of Missouri to authorize
the sale of their 1970 Boston Whaler boat and an accompanying Dilly
trailer to Emma Goodlett for $2,360, subject to higher and better
offers.
The Debtors are owners of the Assets. The 1970 Boston Whaler boat
has an estimated value of $2,750. Its accompanying Dilly trailer
has an estimated value of $200.
The Debtors believe that the sale of the Assets is in the best
interest of creditors, the bankruptcy estate, and other
parties-in-interest.
By the Motion, the Debtors ask entry of an order, following a Sale
Hearing, authorizing them to sell the Assets to the Buyer free and
clear of all liens, claims, and encumbrances, or, alternatively, in
the event that the Court approves a higher and better offer from a
party not affiliated with the Buyer, approving the sale of the
Assets to such other party.
The Buyer is an insider of the bankruptcy estate as defined by
section 101(31)(A)(i) of the Bankruptcy Code in that she is the
daughter of the adult Debtors. The Buyer proposes to purchase the
Assets for 80% of their value in the amount of $2,360. The
proposed sale represents the highest and best offer for the Assets
and the Debtors' decision to consummate the transaction is
justified.
The Debtors ask that the Court approves payment of all of the
proceeds received from the sale of the Assets into their DIP bank
account. Additionally, they ask a carve-out from the proceeds of
the sale of the Assets for the reasonable fees and expenses of
their professionals employed in the Chapter 11 Case.
Paul Edward Callicoat and Wendy Lynn Callicoat sought Chapter 11
protection (Bankr. W.D. Mo. Case No. 20-30048) on Feb. 4, 2020.
The Debtors tapped Robert Eggmann, Esq., as counsel.
PERATON HOLDING: Fitch Assigns 'B' IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings has assigned Peraton Holding Corp. (Peraton), Peraton
Corp. and Peraton Inc. each IDRs at 'B'. Fitch has also assigned
long term ratings to the company's proposed first lien revolver and
debt at 'BB-'/RR2 and second lien term loan at 'CCC+'/RR6. The
Rating Outlook is Stable.
The ratings and Fitch’s analysis reflect the pro forma capital
structure incorporating the two recently announced, leveraging
acquisitions of Northrop Grumman Corp.'s Federal IT and Mission
Support Services business for $3.4 billion and Perspecta Inc.
(PRSP; BB/Rating Watch Negative) for $7.1 billion, which were
announced in December 2020 and January 2021, respectively. The
acquisition of the Northrop assets closed on Feb. 1, 2021 and Fitch
expects the acquisition of PRSP to close around mid-year, pending
regulatory approvals.
Fitch expects the new capital structure, pro forma for both
transactions, will be comprised of a $500 million first lien
secured revolving credit facility, $5.9 billion first lien secured
debt, $2.2 billion second lien secured term loan, and $66 million
of rolled over notes from Perspecta, which continue to benefit from
an irrevocable guarantee for any P&I from HP Inc. (HPI). In
addition to funding the transaction, the new debt will also be used
to refinance current debt at the company and fund financing costs
and legal fees related to the deal.
Peraton's ratings are supported by its strong and stable FCF
generation, revenue visibility from multiyear contracts, advantages
of scale, and high degree of technology content. The company also
has a diversified portfolio of contracts and product offerings,
with high renewal rates and an experienced management team. These
positive factors are somewhat offset by the company's pro forma
leverage, which is expected to be high for a 'B' rating at close of
the transaction and could limit upward rating momentum in the
near-term. Execution and integration of the two major transactions
will be a key watch item, and will be necessary to meet or exceed
Fitch's expectations. The government services industry is also
highly competitive, although Peraton's recent transactions provides
it some benefit of scale compared to most peers.
KEY RATING DRIVERS
High Leverage for Rating: Peraton's pro forma leverage
(debt/EBITDA) at close of the transaction will be around or above
7.0x when including standard cost synergies and initial debt
paydown related to divestitures. Fitch considers this to be high
for the recommended 'B' rating. Fitch considers the company's
financial structure to weigh heavily on its IDR, though Fitch
expects Peraton will delever significantly over the next few years
due to the expected 50% FCF sweep in its credit agreements, as well
as management's stated intention to reduce the debt quantum. Risks
to deleveraging include a potential change in either capital
deployment strategy or management structure, increased competition,
additional debt-funded M&A activity not considered in the two
current transactions, or unforeseen issues regarding integrating
the two major acquisitions.
Integration Risk: Fitch views Peraton's roll-up strategy as
achievable, but carries meaningful and inherent integration risk.
The company is aiming to sharply increase in scale through two
major, transformative acquisitions during a very short period of
time, and will need to execute effectively in order to delever in
line with Fitch's projections and maintain a competitive position
within the industry.
Strong Profitability, Financial Flexibility: Peraton's
profitability profile is strong for the assigned rating level, and
more consistent with an investment-grade company. Fitch also
heavily weights the company's profitability when considering the
overall rating, and views it as a mitigant against its temporarily
high leverage. Fitch forecasts the company will maintain consistent
EBITDA margins in the mid double digits and generate average FCF
margins in excess of 4%-5% over the rating horizon. Fitch believes
this could support upward rating momentum over the next several
years if the company moderately pays down its debt balance, as the
company's high cash conversion rate should provide substantial
financial flexibility and capacity to do so.
Nimble Structure: Peraton has a nimble, asset light operating model
with minimal capex and working capital requirements. In addition to
supporting its high margins, this should allow Peraton to manage
most potential downturns or disruptions well compared to similarly
rated companies with more capital intensive or product-centric
operations. The company's operating structure also supports the
ability to execute on day one cost synergies with each of the
transformative acquisitions.
High Degree of Technology Supports Growth: Peraton is almost
entirely a services-based company with highly technological
offerings across the broad spectrum of IT services and
cybersecurity. Key focus areas of the pro forma company include
intelligence, space systems and protection, hypersonics, defensive
cyber threat operations, C5ISR, homeland security, and health
services. Fitch believes these main initiatives will align well
with the U.S. Department of Defense's top objectives over the
foreseeable future, while increased spending on health services
technology is also likely over the rating horizon.
These factors support Fitch’s expectation that the company will
return mid-single-digit organic revenue growth on average through
2024. Broader pressure for U.S. government budget cuts in the wake
of significant stimulus spending related to the coronavirus
pandemic are possible, although Fitch expects the risk to Peraton
is below industry average given the high degree of technology
content and increased importance of cybersecurity spending.
Stability and Visibility: Fitch considers many of Peraton's
offerings to be mission critical and less susceptible to economic
downturns than many similarly rated peers due to the higher-end
capabilities that the company performs. The company also has a high
degree of revenue visibility with multiyear time horizons and a pro
forma backlog exceeding $24 billion.
The next material batch of contracts up for review is not until
2024 after Peraton and the acquired assets each extended a material
portion of its contracts over the past 18 months and added new
awards. Fitch believes this mitigates the risk of a potential
near-term stress scenario of increased competition or contract
loss. Contracts are also generally sticky - particularly ones
related to classified or intelligence work, which make up
approximately one quarter of the company's portfolio. Pro forma
Peraton has overall contract renewal rates greater than 90%, and
Fitch expects there is a low likelihood of material cancellations
due to the importance of the services the company provides. The
company's meaningful exposure to classified programs further
reduces the risk of cancellations.
High Degree of Competition: Fitch considers competition to be
moderate-to-high across the various industries Peraton operates.
The company competes with multiple players on each program bid and
the industry is highly fragmented by contract. However, Fitch
believes the company's diversification, management experience, and
wide range of capabilities provides an advantage when bidding on
projects and puts it in a solid position to win new business.
Additionally, following the announced transactions, the company
will become one of the largest independent government IT and
services providers. This increased scale is generally more in line
with higher rated entities and could provide some advantage over
smaller peers, and support positive rating momentum over time.
Experienced Management Team: Fitch views Peraton's management team
as strong and well experienced to handle potential changes within
the industry. Each of its top executives has more than 25 years-30
years of industry experience at current competitors and at the
Northrop Grumman's legacy services business that will be acquired.
Specifically, Peraton president and CEO Stu Shea is the former
president and COO of the company's largest independent competitor,
Leidos, and was involved in the spin-off of one of the other top
competitors in the industry, Science Applications International
Corp. Fitch believes this experience offers valuable insight and
could provide a modest advantage, particularly in light of the
announced M&A activity.
DERIVATION SUMMARY
Peraton's rating is principally derived through the balance of its
high leverage for the rating level against steady and highly
visible growth and profitability. Fitch considers each of these
factors to be heavily weighted when forming the rating. Leverage is
significantly higher than similarly rated companies, as well as
like-sized and modestly larger peers such as Leidos and Science
Applications International, which Fitch expects would be rated
multiple notches higher than Peraton. However, the company has
higher EBITDA margins, similar cash flow margins, and similar
financial flexibility as its peers, despite the higher leverage.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- Acquisition of Perspecta closes in mid-2021; Fitch’s
analysis
assumes full year pro forma results for December year-end
2021;
-- Mid-single digit organic revenue growth per year, supported by
the company's high renewal rate, likely step-ups within
certain contracts, and Peraton competing in high priority
areas of government spending such as space, cybersecurity and
C5ISR;
-- NGEN contract results excluded from Fitch’s forecast;
-- Company makes certain divestitures totaling greater than $700
million from legacy Perspecta related to systems engineering
contracts; proceeds will be used predominantly to repay debt;
-- Mid-teen EBITDA margins throughout the forecasts; Peraton and
the Northrop assets will likely generate margins in the low
teens, while Perspecta will likely generate margins in the
high-teens before financing lease adjustments;
-- Minimal working capital cash requirements and capex spending
over the forecasted period;
-- Excess cash is generally deployed to debt paydown over the
next few years;
-- No material dividends to sponsor over the next few years.
Recovery Assumptions
The recovery analysis assumes that Peraton would be considered a
going concern in bankruptcy and that the company would be
reorganized rather than liquidated. A 10% administrative claim is
assumed in the recovery analysis.
Fitch assumes Peraton will receive a going-concern recovery
multiple of 7.0x EBITDA under this scenario. Fitch considers this
multiple to be towards the upper middle range of recovery multiples
assigned to companies in the aerospace & defense sector.
Fitch's recovery assumptions are based on Peraton's pro forma
capital structure, including both announced acquisitions. Fitch
considered the company's strong cash flow generation, nimble
operating structure, stable margins, revenue visibility, and strong
product offerings. Fitch also took into account the company's
contract diversification and key focus areas, which align well with
long-term U.S. Department of Defense and broader U.S. government
initiatives. Each of these factors supports a medium to high
recovery multiple.
Fitch assumes $840 million as the going concern EBITDA in the
analysis. Fitch’s assumption incorporates the proforma EBITDA of
Peraton, Northrop Grumman's Federal IT and Mission Support Services
business, and Perspecta, Inc. Fitch views the company prospectively
in Fitch’s analysis and derive Fitch’s going concern EBITDA
under the assumption that the company were to enter bankruptcy more
than a year after combination.
In Fitch’s analysis, a hypothetical bankruptcy could result from
either reputational damage from poor execution or significant shift
in industry dynamics or competition, which would each result in a
material loss of revenue and deterioration of underlying
operations. Fitch estimates the resulting emergence and going
EBITDA would therefore be around 20% lower than 2021 pro forma
EBITDA. Fitch believes this decline would be similar to a scenario
if the company were to lose nearly all of its recompete contracts
one or two years following the combination. Most of the defaulters
in the aerospace & defense sector observed by Fitch in recent
bankruptcy case studies were significantly smaller in scale, had
less diversified product lines or customer bases and were operating
with highly leveraged capital structures.
Fitch generally assumes a fully drawn first lien revolver in its
recovery analyses since credit revolvers are tapped as companies
are under distress. In Fitch’s analysis, Fitch also assumes the
second lien term loan holders would receive a 3% concession payment
from the first lien debt holders under a bankruptcy scenario. This
is supported by the significant portion of second lien debt, which
is in excess of 25% of total debt.
The 'BB-' rating and Recovery Rating of 'RR2' on the first lien
debt is based on Fitch's recovery analysis under a going concern
scenario, which indicates strong recovery prospects in the range of
71% to 90%. The 'CCC+' rating and Recovery Rating of 'RR6' on the
company's second lien term loan would indicate poor recovery
prospects for the credit facility in the range of 0% to 10%.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Leverage (debt/EBITDA) sustained below 6.0x;
-- Successful integration of the various large acquisitions;
-- FFO Interest Coverage sustained above 2.5x.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Leverage sustained above 7.0x beyond 12 months to 18 months
post-transaction;
-- FFO Interest Coverage sustained below 2.0x beyond 12 months to
18 months post-transaction;
-- Company experiences significant unexpected cash costs related
to the transaction that hinders liquidity position or cash
flow;
-- Material loss of major contracts;
-- Change in capital deployment strategy to fund significant
shareholder actions instead of reducing leverage.
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 considers Peraton's pro forma liquidity profile to be
adequate to support the company. Fitch expects the company will
have an undrawn revolver at close of $500 million, in addition to
an ample cash balance in excess of $150 million. Peraton should
also generate significant FCF to support operations, as working
capital and capex requirements are low. The company's debt
structure will be comprised of a first lien revolver maturing in
2026, first lien debt maturing in 2028, and second lien term loan
maturing in 2029.
ESG
Peraton has an ESG Relevance Score of '4' for Financial
Transparency and disclosure risk due to the its private financials
and intermittent reporting which, in combination with other
factors, impacts the rating.
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.
PERSPECTA INC: Moody's Puts Ba3 CFR Under Review for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed ratings of Perspecta Inc.,
including the corporate family and first lien bank facility ratings
of Ba3, under review for downgrade. This action is based on the
company's planned sale to B2-rated Peraton Corp. Perspecta's
speculative grade liquidity rating of SGL-2 and the Baa2 rating on
the $66 million, 7.45% issued by Electronic Data Systems
Corporation ("EDS") notes due 2029 are unaffected.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review will focus on the ratings impact from the company's sale
to Peraton, which is scheduled to close by mid-year. Moody's
anticipates change of control provisions under Perspecta's existing
loan agreements should lead to repayment of substantially all rated
debt concurrent with the sale transaction.
Perspecta's speculative grade liquidity rating of SGL-2, denoting a
good liquidity profile, continues unchanged. Free cash flow near
term should well exceed scheduled amortization under Perspecta's
term loans and the company's $750 million revolving credit facility
should remain largely unutilized near term. At January 1, 2021 the
company held $224 million of cash on hand.
The Baa2-rated $66 million, 7.45% EDS notes due 2029 are also
unaffected by the review. The notes are reported by Perspecta but
guaranteed by HP Inc. and will continue to be rated accordingly.
If Perspecta's rated debts are repaid during the review period
Moody's expects to withdraw substantially all ratings at that time.
Moody's expects to conclude the review upon close of the company's
sale or termination of the merger agreement.
On Review for Downgrade:
Issuer: Perspecta Inc.
Corporate Family Rating, Placed on Review for Downgrade, currently
Ba3
Probability of Default Rating, Placed on Review for Downgrade,
currently Ba3-PD
Senior Secured Bank Credit Facility, Placed on Review for
Downgrade, currently Ba3
Outlook Actions:
Issuer: Perspecta Inc.
Outlook, Changed To Rating Under Review From Stable
Headquartered in Chantilly, Virginia, Perspecta Inc. is an
end-to-end information technology services and mission solutions
provider to government customers at the US federal, state and local
level. Revenues over the twelve months ended January 1, 2021 were
$4.5 billion.
The methodologies used in these ratings was Aerospace and Defense
Methodology published in July 2020.
PITNEY BOWES: S&P Lowers ICR to 'BB' on Declining Profitability
---------------------------------------------------------------
S&P Global Ratings downgraded Pitney Bowes Inc. by one notch to
'BB' in light of higher than previously forecasted leverage and an
expectation that weakening profitability will lengthen the path to
substantially improved credit metrics.
S&P is also downgrading its ratings on the firm's secured and
unsecured debt to 'BB+' and 'BB-', respectively. The recovery
ratings remain '2' and '5'.
The outlook is stable, reflecting S&P's view that 2021 EBITDA
growth, reliable free cash generation, and a debtholder-friendly
financial policy will enable the company to keep leverage below the
4x area in the future.
A prolonged path to profitability in Global Ecommerce in spite of
the business' improved scale will constrain Pitney Bowes' ability
to reduce leverage. S&P said, "We continue to believe Pitney Bowes'
path to sustainable EBITDA growth and improved financial metrics
hinges on achieving meaningful profitability in Global Ecommerce.
Losses for this segment increased in 2020 despite a pandemic-driven
surge in online shopping, which enabled Pitney to grow Ecommerce
revenue by over 40%. We believe that the 2020 results indicate that
turning this business into a source of cash will be more
challenging and take longer than we had forecast, and will require
substantial work on improving the business' cost structure even
after reaching 65 million parcels in the fourth quarter, a level
consistent with an annual scale that management had previously tied
to profitability goals. Nevertheless, we expect segment EBITDA
margins to begin improving in 2021 as expenses related to COVID-19
precautions as well as rapidly adding facilities and capacity in
response to surging demand abate." Longer term sustainable
profitability is contingent on more difficult measures including
improving efficiency and reducing reliance on temporary labor and
contract delivery. The seasonality of this business will make it
challenging to estimate ultimate margin levels prior to the fourth
quarter of 2021, limiting visibility into 2021 results.
SendTech, Pitney's cash generation engine, will continue to decline
for the foreseeable future. Pitney Bowes continues to depend on
SendTech, its declining mail metering business, to generate over
80% of the firm's reported EBITDA and we estimate most of its cash
flow. S&P said, "Although the 7.2% revenue decline reported in 2020
was certainly exacerbated by the impact of COVID-19 on
small-business activity, we think the long-term trend of secular
decline in domestic mail will persist. We see some potential for
revenue declines to moderate to the low-single-digit percents in
2021 and 2022 as growth from shipping and digital revenues offset
weakness in the core franchise. Although SendTech has remained a
reliable cash generator through its decline, EBITDA margins have
compressed as it has lost scale, falling from over 40% in 2015 to
under 34% in 2020. We think SendTech margins will remain challenged
in the future, leading to further pressure on consolidated EBITDA
unless e-commerce profitability can improve rapidly."
Reliable free cash flow and a debtholder-friendly financial policy
should keep leverage under 4x. Management's commitment to
conservative balance sheet management has supported the firm's
liquidity and financial strength through its extended turnaround
and has been a key support of the rating. S&P said, "We expect
Pitney Bowes to continue to use free cash flow to reduce debt and
near-term maturities to manageable levels. We think the company
will continue to maintain ample headroom under all covenants
related to its secured loan under our forecast of EBITDA remaining
weak in 2021 and believe the firm's cash and short-term investments
of approximately $940 million will provide adequate liquidity.
Although we forecast lower free cash flow levels in 2021 (largely
on unfavorable working capital comparisons) we view that as a
likely nadir for cash generation, and expect free cash flow to
begin to grow modestly in 2022."
S&P said, "The stable outlook is based on our expectation that
Pitney Bowes will be able to capitalize on growing scale in Global
Ecommerce business to generate positive segment-level EBITDA in
2021 and reducing consolidated leverage to the mid-3x area by the
end of the year, in spite of continuing declines in SendTech. We
expect management to continue to proactively manage the firm's
balance sheet to refinance near-term maturities and maintain
adequate liquidity.
"We would likely downgrade Pitney Bowes further if it is unable to
generate meaningful EBITDA in its Global Ecommerce business and
leverage is likely to be sustained over 4x. An acceleration in
revenue declines in the SendTech business or substantial
restructuring expense overruns could also lead to a downgrade,
although we view these avenues as less likely.
"Although unlikely over the next 12 months, we would consider
upgrading Pitney Bowes if the firm can sustain leverage under 3x.
We would view sustained positive EBITDA margins and continued
revenue growth from e-commerce solutions as necessary for an
upgrade, but insufficient if not accompanied by lower leverage.
Stabilization of revenues in SendTech through growing parcel
services could also be supportive of a higher rating over time."
PRESTIGE BRANDS: S&P Rates New $500MM Senior Unsecured Notes 'B+'
-----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '3'
recovery rating to Prestige Brands Inc.'s proposed $500 million
senior unsecured notes due 2031. The '3' recovery rating indicates
our expectation for meaningful (50%-70%; rounded estimate: 60%)
recovery in the event of a payment default. The company will use
the net proceeds from these notes, along with cash and borrowings
from its asset-based lending (ABL) revolver, to redeem its
outstanding $600 million notes due 2024.
S&P said, "All of our existing ratings on Prestige, including our
'B+' issuer credit rating and positive outlook, are unchanged. The
company had total debt outstanding of about $1.5 billion as of Dec.
31, 2020.
"Our ratings on Prestige incorporate its solid market positions in
niche over-the-counter (OTC) product categories, intense
competition from private-label rivals, the significant bargaining
power of its large retail customers, and its lack of meaningful
sales outside of the U.S. Our positive outlook reflects
management's focus on debt reduction over the last couple of years
and the potential for a higher rating if management remains
consistent with its current financial policies such that the
company sustains leverage of less than 5x. While the COVID-19
pandemic has created headwinds for some of Prestige's product
categories, such as cough and cold, other categories have benefited
from consumers' increased focus on hygiene and at-home self-care.
We expect the company to continue to generate solid, steady free
cash flow given its presence across a variety of OTC categories
that benefit from noncyclical recurring demand. We forecast that
Prestige's leverage will improve to about 4.5x by the end of fiscal
year 2021 and to 4.2x as of the end of fiscal year 2022."
PURDUE PHARMA: Lawyers Face Disclosure Questions
------------------------------------------------
Jonathan Randles of WallStreet Journal reports that the law firms
defending Purdue Pharma LP in probes into its OxyContin painkiller
didn't disclose an existing deal with Purdue's owners to keep
information shared between them confidential when the drugmaker
filed for bankruptcy.
Skadden, Arps, Slate, Meagher & Flom LLP and WilmerHale received
court permission in November 2019 to continue working for Purdue
after it sought chapter 11 protection. But the firms'
nondisclosure of the agreement with the members of the Sackler
family who own Purdue, and whose interests are at odds with company
creditors, skirted bankruptcy rules meant to reveal potential
conflicts of interest, bankruptcy experts said.
Earlier in the second week of February 2021, Michael Quinn, a
lawyer representing five people with wrongful death and personal
injury claims against Purdue, questioned whether the 2018 defense
agreement restricted what Skadden and WilmerHale could disclose to
creditors as they have probed whether they can recover billions of
dollars from the drugmaker's owners. Even though the law firms have
represented Purdue for years, they have additional obligations to
company creditors while the company is in Chapter 11.
A separate committee of Purdue creditors has been probing the
transfer of billions of dollars from Purdue to the Sacklers before
the company filed bankruptcy, according to court documents. The
committee is examining if these roughly $10 billion in transfers to
the Sacklers can be recovered for the benefit of Purdue creditors,
court papers say. Mr. Quinn said in his letter he is concerned
that the obligation in the defense agreement to keep Sackler
information confidential conflicted with Skadden's and WilmerHale's
duties in bankruptcy to Purdue and its creditors.
The Sacklers have consistently denied throughout the bankruptcy
case that the transfers were improper and said more than half the
money was used to pay taxes or invested in international ventures.
However, they offered to cede control of Purdue and pay a $3
billion cash settlement to resolve creditor claims against them.
About Purdue Pharma LP
Purdue Pharma L.P. and its subsidiaries --
http://www.purduepharma.com/-- develop and provide prescription
medicines and consumer products that meet the evolving needs of
healthcare professionals, patients, consumers and caregivers.
Purdue's subsidiaries include Adlon Therapeutics L.P., focused on
treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and
related disorders; Avrio Health L.P., a consumer health products
company that champions an improved quality of life for people in
the United States through the reimagining of innovative product
solutions; Imbrium Therapeutics L.P., established to further
advance the emerging portfolio and develop the pipeline in the
areas of CNS, non-opioid pain medicines, and select oncology
through internal research, strategic collaborations and
partnerships; and Greenfield Bioventures L.P., an investment
vehicle focused on value-inflection in early stages of clinical
development.
Opioid makers in the U.S. are facing pressure from a crackdown on
the addictive drug in the wake of the opioid crisis and as state
attorneys general file lawsuits against manufacturers. More than
2,000 states, counties, municipalities and Native American
governments have sued Purdue Pharma and other pharmaceutical
companies for their role in the opioid crisis in the U.S., which
has contributed to the more than 700,000 drug overdose deaths in
the U.S. since 1999.
OxyContin, Purdue Pharma's most prominent pain medication, has been
the target of over 2,600 civil actions pending in various state and
federal courts and other fora across the United States and its
territories.
On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No.
19-23649), after reaching terms of a preliminary agreement for
settling the massive opioid litigation. The Debtors' consolidated
balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets
and $562 million in liabilities.
U.S. Bankruptcy Judge Robert Drain oversees the cases.
The Debtors tapped Davis Polk & Wardwell LLP and Dechert LLP as
legal counsel; PJT Partners as investment banker; AlixPartners as
financial advisor; and Prime Clerk LLC as claims agent.
Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the
official committee of unsecured creditors appointed in Debtors'
bankruptcy cases.
David M. Klauder, Esq., was appointed as fee examiner. The fee
examiner is represented by Bielli & Klauder, LLC.
QUARTER HOMES: $245K Sale of Show Low House to Horvaths Approved
----------------------------------------------------------------
Judge Daniel P. Collins of the U.S. Bankruptcy Court for the
District of Arizona authorized Quarter Homes, LLC's sale of the
house located at 1981 N. Pebble Beach Drive, in Show Low, Arizona,
to Jeffrey Horvath and Diane Horvath for $245,000, on the terms of
their Purchase Contract.
The Court authorized and directed the payment of the Release Price
to Situs from the sale proceeds of the Pebble Beach House in
accordance with the terms set forth in the Sale Motion and the
Order Allowing Use of Cash Collateral.
It approved and directed the payment (i) of a 3% brokerage fee of
$7,350 at closing of the transaction to Homesmart Professionals,
John Bobo; (ii) of brokerage fees for each Buyer's agent in
accordance with each sale contract; and (iii) to the applicable
taxing authority and homeowners' association for their claims
secured or encumbered by the Property, and all other costs incident
to closing and typically borne by the
seller in a transaction.
The Debtor is directed to sequester the net sale proceeds from the
sale of the Pebble Beach House for the benefit of all investors in
a segregated DIP bank account not to be used or otherwise disbursed
absent further Court order.
The Debtor is also directed to provide a copy of the closing
statement for each house to counsel for the Curry Parties, the
counsel for the Limmer, Fritz, Cain, and Zugmier Parties, and the
counsel for the United States Trustee.
The 14-day stay provided under Fed. R. Bankr. P. 6004(h) is waived
with respect to the closing of such sales which sales may occur
immediately upon entry of the Order.
About Quarter Homes, LLC
Quarter Homes, LLC, located at 15446 N Greenway Hayden Loop Ste
1029, Scottsdale, Arizona, owns commercial real estate, undeveloped
land, and residential properties located in Arizona.
Quarter Homes, LLC sought Chapter 11 protection (Bankr. D. Ariz.
Case No. 20-07065) on June 11, 2020.
The Debtor estimated assets and liabilities in the range of $1
million to $10 million.
The Debtor tapped Warren J. Stapleton, Esq., at Osborn Maledon,
P.A.
The petition was signed by David Turcotte, president.
REALPAGE INC: Fitch Assigns First-Time 'B' LongTerm IDR
-------------------------------------------------------
Fitch Ratings has assigned a first-time Long-Term Issuer Default
Rating (IDR) of 'B' to RealPage, Inc. Fitch has also assigned a
'B+/RR3' rating to RealPage's proposed first-lien secured term loan
and revolving credit facility, and a 'CCC+'/RR6' rating to
RealPage's proposed second-lien secured term loan. The Rating
Outlook is Stable.
The rating and Rating Outlook reflect RealPage's market position,
growth profile and sizable margin expansion potential balanced by
very high financial leverage. The company's software is used to
manage 19.5 million units (approximately 30% share of an estimated
65 million U.S. total addressable units under management). By
comparison, a direct competitor MRI Software represents 11.5
million units and AppFolio represents approximately 5.1 million
units. RealPage's residential real estate ERP software is highly
entrenched with mid- to high 90% renewal rates and is 90%
subscription based.
The company has exhibited 22% CAGR 2007-3Q20 growth while having
expanded its margin from 7% to 28% over the same period. Market
penetration is in the high teens to low 30% range across its full
suite of product offerings, providing significant upside. Unit
growth (1%-2%), contractual price increases that are typically
mid-single digit, rent inflation (CPI rent average 2%-3%) and
increased penetration plus acquisitions drives low double-digit
growth (high single-digit organic). Coronavirus accelerated virtual
property management, leasing and electronic payments and is
expected to continue to gain traction over the rating horizon.
With high-single digit organic revenue growth, Fitch expects
operating leverage to drive meaningful margin expansion. In
addition, RealPage and the financial sponsor have targeted
significant run-rate cost synergies. Assuming achievement of the
majority of identified synergies, Fitch sees RealPage's pro forma
2020 margin increasing approximately 6 points. Reduced product
investment, fewer acquisitions of subscale businesses, and overall
shifting of headcount to overseas locations along with operating
leverage is expected to provide approximately 6 points of
additional margin lift over the rating horizon.
PF gross leverage of 9.7x (by Fitch's calculation excluding ACV and
contracted backlog adjustments) is high for the rating, although
Fitch expects leverage to moderate to 6x to 7x over the forecast
period, driven by expected revenue growth and margin expansion.
Fitch believes RealPage's highly recurring revenue model enables
the business to sustain higher levels of financial leverage.
Fitch's business profile assessment would suggest a higher rating
absent the very high proposed leverage. Due to the strong cash flow
generative prospects of the business, Fitch expects FFO coverage
metrics to trend from the low 2x to high 2x level which is in line
with the 'B' rating category. CFO-capex/total debt with equity
credit is expected to be in the mid- to high-single digit
percentage range over the rating horizon, reflecting the low
capital intensity and strong cash EBITDA generation.
KEY RATING DRIVERS
Defensible Market Position: RealPage customers managed 19.5 million
residential as of Sept. 30, 2020, about 30% of the 65 million units
in the U.S. Publicly traded peer Appfolio Inc., which generally
serves smaller clients, represented 5.1 million units under
management as of Sept. 30, 2020. RealPage acquired a leading SMB
property management software provider Buildium (for $580 million)
used by 17k customers to manage approximately 2 million units in
2019. As the system of record for property managers, akin to an
ERP, RealPage's solution is difficult, and often not economically
justified, to replace. Renewal rates are consistently in the high
90s, 90% of revenue is subscription based and contracts are
generally multiyear with mid-single digit price escalators.
Significant Growth Opportunities: Total revenue has grown 22% CAGR
from 2007 through 3Q20 reflecting organic unit growth of 3% to 5%
(1 point-3 points above market), contractual price increases
(typically 5%), rent payment inflation and increased down market
penetration (RealPages's SMB segment, defined as managing 5,000 or
fewer units was 38% of revenue as of 3Q20), which is growing in the
20% to 30% range. Secular shifts toward increased electronic
payments and digital leasing and resident management practices,
which the overall sector has been slow to adopt but accelerated in
2020 due to the coronavirus, will likely drive RealPage's growth
profile going forward. Management believes it has only penetrated
6% of the $19 billion TAM. Fitch conservatively assumes RealPage's
growth over the rating horizon will be high-single digit, although
the company believes it can grow in the low double-digit range.
Meaningful Margin Expansion: RealPage along with Thoma Bravo have
identified significant run-rate cost synergies of which Fitch
assumes 100% of headcount-related and 50% of nonheadcount related
are achievable, resulting in an approximately 5-6-point lift to the
company's pro forma 2020 adjusted EBITDA margin. Through operating
leverage, reduced product investment and M&A, Fitch believes
RealPage's adj. EBITDA margin can expand another 6-8 points. For
reference, RealPage has expanded its margin by 21 points since
2007.
Aggressive Financial Structure: Gross leverage is 9.7x including
Fitch's synergy calculation and excluding ACV adjustment and
contracted backlog. Including the full identified run-rate
synergies and ACV and backlog adjustments yields a starting
leverage of 7.4x. Through growth and margin expansion, Fitch
anticipates leverage by Fitch’s calculation will decline to 5x to
6x over the rating horizon. While initial leverage is high for the
'B' rating, RealPage's very strong recurring revenue, vertical
orientation and mission critical position and strong cash flow
generative power as a result (FCF margin of 20% to 30% pre-LBO
financing) supports higher financial leverage.
DERIVATION SUMMARY
RealPage compares with vertical software and data analytics
providers. A direct competitor and rated peer is CoStar Group, Inc
(BBB/Stable) which is approximately 40% larger in revenue for the
estimated year end 2020 but has a similar growth and margin
profile. CoStar's leverage at Dec. 31, 2020 was expected to be
1.9x, which is significantly lower than RealPage's 9.7x pro forma
leverage as a result of the proposed take-private transaction.
Fitch expects RealPage's leverage to decline to between 5x and 6x
over the rating horizon. While not direct peers, RealPage's
financial and business profile is comparable to vertical software
providers that have been taken private including Project Angel
Holdings, LLC (d/b/a MeridianLink, B/Stable), QBS Parent, Inc.
(d/b/a Quorum Business Solutions, B/Negative) and Ellie Mae, Inc.
(WD, last rating B+/Negative).
RealPage competes directly with a host of software providers to the
real estate sector including property management software, cloud
services, and software-enabled value-added services (e.g. applicant
screening, CRM, marketing, Internet listing services and payment
processing). In addition to CoStar direct competitors include
Yardi, Inc., Entrata, Inc. MRI Software LLC and AppFolio. RealPage
has the largest end-market coverage spanning single/multifamily,
affordable, senior, student, military, HOA and vacation. RealPage's
software comprises approximately 30% of nationwide units under
management.
RealPage's pro forma credit protection metrics compare similarly to
'B' rating category technology companies (many of which are
vertical and horizontal software providers and that have been taken
private). Gross leverage is expected to average approximately 7x
over the rating horizon which is 0.5x above the 'B' rating category
average and 0.9x above the median. RealPage's CFO-capex/total debt
with equity credit average over the forecast period is about 2
percentage-3 percentage points above the software 'B' rating
category average and median values. Finally, RealPage's
FFO/interest coverage metric of 2.6x is in line with the 2.7x
category average and 2.5x category median. From a business profile
perspective, RealPage's revenue scale is about 6% higher than the
'B' rating category average (and 140% higher than the category
median.) 'B-' rating category average and median top line are 35%
and 75% lower, respectively, reflecting businesses that are
typically much smaller in scale. Fitch expects RealPage to grow
about three percentage points faster than the 'B' rating category
average. Additionally, Fitch expects RealPage's margin to operate
well above the typical 'B' rating category indirect peer.
KEY ASSUMPTIONS
-- High single-digit 2021 revenue growth reflecting normalization
in property management and resident services contribution, a
rebound in leasing & marketing, and asset optimization revenue
in line to modestly higher than 2020. Fitch assumes the first
three on-demand subsegments continue to grow robustly at
modestly lower levels (1 point-2 points) below 2021 levels
while asset optimization growth increases by about 1 point
annually.
-- Realization of 100% of planned headcount-related synergies and
50% of nonheadcount with 1 point-2 points of margin expansion
annually thereafter based upon operating leverage.
-- Capital expense plus capitalized software development costs
between 5.0% and 5.5% of revenue annually.
-- Fitch assumes FCF is used for tuck-in M&A, modest debt
reduction, or shareholder return; large-scale M&A would be
incremental to the rating case and considered in conjunction
with a planned de-leveraging path.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes RealPage would be reorganized as a
going-concern in bankruptcy rather than liquidated. Fitch has also
assumed a 10% administrative claim. RealPage's Fitch-calculated GC
EBITDA is assumed to be $332 million, approximately 7% above
estimated LTM Sept. 30, 2020 EBITDA of $312 million. The company
has been growing its revenue scale and benefiting from operating
leverage, as reflected in the recent expanding EBITDA margins.
Fitch believes the company can achieve GC EBITDA at least same as
LTM adjusted for planned cost actions associated with the
take-private transaction. An EV multiple of 7.0x EBITDA is applied
to the GC EBITDA to calculate a post-reorganization EV.
The choice of this multiple considered the following factors the
historical bankruptcy case study exit multiples for technology peer
companies which ranged 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, 8.1x and 5.5x, respectively. The highly
recurring nature of RealPage's revenue and mission-critical nature
of the product support the high end of the range.
Fitch arrives at an EV of $2.3 billion. After applying the 10%
administrative claim, an adjusted EV of $2.1 billion is available
for claims by creditors. Fitch assumes a full draw on RealPage's
proposed $250 million revolver. The resulting recovery implies a
51% to 70% recovery on the 1L, consistent with a RR3 recovery
rating and 0% recovery on the 2L, consistent with a RR6 recovery
rating. Fitch notches up the 1L to 'B+' and notches down the 2L to
'CCC+' as a result.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Total debt with equity credit to operating EBITDA expected to
be sustained below 5.5x;
-- CFO-capex/total debt with equity credit expected to be
sustained above 7%;
-- Expectation of sustained growth and/or margin outperformance
to Fitch's expectation.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Total debt with equity credit to operating EBITDA expected to
be sustained above 7x;
-- CFO-capex/total debt with equity credit expected to sustained
below 3%;
-- FFO interest coverage expected to be sustained below 2.5x;
-- Material decline in market share or emergence of significant
competitor or disruptor;
-- Failure to demonstrate timely progress toward expected margin
expansion.
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: RealPage is expected to have $100 million of
cash at the close of the transaction. The company is also expected
to have a $250 million revolving credit facility, downsized from
the current $600 million revolver. Liquidity will be further
supported by an additional $150 million to $275 million of annual
FCF. RealPage's proposed revolving credit facility is expected to
mature in five years, its proposed first lien secured term loan is
expected to mature in seven years, and its proposed second lien
secured term loan is expected to mature in eight years.
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.
REALPAGE INC: S&P Assigns 'B-' ICR on Acquisition by Thoma Bravo
----------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issuer credit rating to
Texas-based RealPage Inc., a software-as-a-service (SaaS) provider
of property management technology solutions, and its 'B'
issue-level and '2' recovery ratings to the company's proposed
first-lien credit facilities. The '2' recovery rating indicates its
expectation for substantial recovery (70%-90%; rounded estimate:
70%) in the event of a payment default.
The stable outlook reflects S&P's expectation for
high-single-digit-percent organic revenue growth and expanding
adjusted EBITDA margins resulting in meaningful deleveraging and
cash flow improvement over the next 12 months.
High starting leverage and low free operating cash flow (FOCF)
limits room for operational missteps over the next 12-24 months.
Aggressive financial sponsor policies and debt-funded acquisitions
will likely result in the company sustaining adjusted leverage in
the 14x area (high-8x area excluding preferred shares).
Nevertheless, the company's solid market position in the large and
growing real estate software and information services market will
likely result in a solid improvement in credit measures.
S&P said, "In our opinion, certain features of the Class A
preferred shares do not satisfy our assessment of common equity
treatment. Accordingly, although we include the Class A shares in
our adjusted debt, we also emphasize reported cash flow generation,
reported pay-back credit measures, and adjusted EBITDA margins when
assessing operating performance and upgrade rating thresholds.
"Key drivers affecting our forecast include our expectation for
annual organic revenue growth in the high-single-digit percent area
and solid execution on the company's cost-improvement plan that
expands EBITDA margins closer to those of its leading industry
peers (e.g., Black Knight and CoStar). Under our base case, the
company will likely approach our ratings upgrade thresholds in
2022.
"A key factor supporting our favorable growth expectations is our
belief that the real estate industry lags behind most sectors of
similar size and scale in the adoption of technology and workflow
digitization. In our opinion, the COVID-19 pandemic has had a
significant impact on the real estate industry and it will likely
increase the adoption of technology solutions that improve
operating efficiency, cost management, and decision-making. Given
RealPage's well-established and leading market position, we expect
it to sustain annual organic growth in the high-single-digit
percent area. Our base-case forecast, is supported by minimal
customer attrition, continued total unit penetration, and expanding
revenue per unit (RPU) through cross-selling of software modules
compounded with annual price increases. Nevertheless, competitive
pressures are likely to intensify, given the growing market
opportunity and increasing enterprise valuations, ultimately
attracting capital inflow into property technology (PropTech)
startups and growth companies.
"Particularly, we expect digital transformation within the small
and midsize business (SMB) market (less than 5,000 rental units) to
provide outsized growth compared to the overall market. In November
2019, RealPage made a strategic acquisition of Buildium LLC to
broaden its capabilities in the SMB market. It is a key factor that
contributed to the acceleration in recent annual client value (ACV)
trends (chart 3). Furthermore, we believe the opportunities within
the SMB single and multifamily markets are the most attractive
given the lack of existing technology penetration."
The company's high-quality subscription-based revenue increases
future operating performance visibility. The company has a large
proportion of subscription-based revenues that are recurring in
nature. Products support resident engagement, financial reporting,
payment processing, and performance analytics, to name a few. S&P
projects retention rates will remain strong at over 95% as the
solutions are mission critical while accounting for about 1% of a
customer's operating expense. Subscription agreements generally are
noncancellable, have an initial term of one year or longer, and are
billed either monthly, quarterly, or annually in advance.
Scalable SaaS platform and planned cost reductions have the
opportunity to expand EBITDA margins equal to that of scaled
software peers, however, execution remains a risk to revenue. The
cost-reduction plan will primarily include headcount reductions
with the greatest savings from operating expenses. This is a pivot
from RealPage's surge in hiring, ending the last reported quarter
at 7,499 employees. S&P believes sales have been a critical
component of RealPage's growth story and any disruption to the
effectiveness of the go-to-market strategy, user experience, and
product feature set could create opportunities for competitors,
ultimately slowing ACV growth.
While the cost savings initiative is still in its early planning
stages, S&P's base case assumes the company will action all
headcount reductions in 2021, and realize the full annual run-rate
savings in 2022 with estimated severance costs to be prefunded at
transaction close. Compared to other rated peers, such as Black
Knight and CoStar that have adjusted EBITDA margins in the mid-30%
to low-40% range, achieving adjusted EBITDA margins in the low-30%
area is a reasonable expectation. As discussed, a key risk is the
company could impair growth and market share gains.
S&P said, "Large and mistimed acquisitions could increase liquidity
risk. Although not incorporated into our base case, we believe
RealPage will likely pursue strategic debt-funded mergers and
acquisitions (M&A), which could slow future deleveraging prospects.
We believe targets will be U.S. based and likely to enhance
existing solutions and/or provide further penetration into existing
markets or customer types. Based on the high starting leverage and
proposed cost-savings plan, we don't anticipate any meaningful
acquisitions in the near term." Additionally, valuations within the
PropTech segment have spiked and recent acquisition multiples or
large market participants can be in the 20x-25x range. Smaller,
unprofitable companies can see revenue multiples well in excess of
4x.
Below, S&P highlights the company's recent acquisition history.
Acquisitions have been relatively modest and mostly tuck-in. Larger
acquisitions, given the financial sponsor ownership, will likely
result in additional debt to be layered into the capital
structure.
The stable outlook reflects S&P's expectation for high-single-digit
percent organic revenue growth and expanding adjusted EBITDA
margins, resulting in about 3x of deleveraging (excluding class
preferred share) and cash flow improvement over the next 12
months.
S&P could raise the ratings if leverage substantially improves
resulting in reported FOCF to debt in the low- to
mid-single-digit-percent range. In this scenario, S&P would
expect:
-- Consistent unit and RPU growth across SMB, corporate, and
enterprise customers;
-- Demonstrate ability to gain market share;
-- Stable or improved customer-retention rates;
-- Successful execution of cost savings, resulting in higher
EBITDA margins; and
-- M&A that is immediately accretive to EBITDA margins.
S&P could lower the ratings if liquidity deteriorates such that it
projects sustained cash flow deficits, increased borrowings under
the revolver to support operations, or if it determines the capital
structure to be unsustainable. This could occur if:
-- Increased competition and/or cost savings missteps result in
sustained declines in ACV and EBITDA margins;
-- Large debt funded M&A that's not accretive to EBITDA margins;
or
-- Retention rates decline due to increased competition, data
breach exposing sensitive information, and/or declining services
levels.
REDDLINE ENERGY: Seeks Court Approval to Hire Accountant
--------------------------------------------------------
Reddline Energy, Inc. seeks authority from the U.S. Bankruptcy
Court for the Northern District of Texas to employ Nathan Owen, an
accountant practicing in Austin, Texas.
Mr. Owen will render the necessary accounting services in the
Debtor's Chapter 11 proceedings. The accountant will charge his
customary rate for his services and will seek reimbursement for
work-related expenses incurred.
In court papers, Mr. Owen disclosed that he does not hold or
represent an interest adverse to the Debtor and its estate.
The firm can be reached through:
Nathan Owen, CPA
4425 S. Mopac Expressway
Building 4, Suite 701
Austin, TX 78735
Tel: (737) 222-5066)
About Reddline Energy Inc.
Reddline Energy, Inc. filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Texas Case No.
20-50239) on Dec. 18, 2020. At the time of the filing, the Debtor
had estimated assets of between $1 million and $10 million and
liabilities of less than $1 million.
Judge Robert L. Jones oversees the case.
Mcwhorter Cobb & Johnson, LLP and Nathan Owen, CPA serve as the
Debtor's legal counsel and accountant, respectively.
REPUBLIC FIRST: Egan-Jones Hikes Senior Unsecured Ratings to BB+
----------------------------------------------------------------
Egan-Jones Ratings Company, on February 1, 2021, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Republic First Bancorp Incorporated to BB+ from BB.
Headquartered in Philadelphia, Pennsylvania, Republic First
Bancorp, Inc. is the holding company for Republic Bank which offers
a variety of credit and depository services to individuals and
businesses through full-service offices located in Greater
Philadelphia and Southern New Jersey.
RGV SMILES: Gonzalez Buying Single-Family Residence in McAllen
--------------------------------------------------------------
RGV Smiles by Rocky L. Salinas D.D.S. P.A. the and Rocky Lamar
Salinas, D.D.S., ask the United States Bankruptcy Court for the
Southern District of Texas to authorize the sale of the
single-family residence located at 4109 Burns Dr. South, in
McAllen, Texas, to Jesus Gonzalez.
Objections, if any, must be filed within 21 days of the date the
Motion was served.
On Feb. 6, 2015, Dr. Salinas purchased the Property. Dr. Salinas
financed the purchase with a secured loan from Loan Star National
Bank ("LSNB").
On July 18, 2019, Dr. Salinas attempted to convey the Property to
Mr. Gonzalez, although the validity of the conveyance is uncertain.
Consideration for the purchase was set forth in a purchase
agreement between the parties.
Although Dr. Salinas conveyed the Property to Mr. Gonzalez, and Mr.
Gonzalez commenced payments to Dr. Salinas under the Purchase
Agreement, the lien and mortgage agreement between Dr. Salinas and
LSNB remained as obligations of Dr. Salinas, and were not assumed
by Mr. Gonzalez. Therefore, the mortgage agreement is still an
obligation of Dr. Salinas. Furthermore, the Property is subject to
the liens of the Internal Revenue Service, a creditor, which will
be paid by Dr. Salinas pursuant to the plan of reorganization filed
by the Debtors.
The parties desire to execute a transaction whereby Dr. Salinas
will convey the Property to Mr. Gonzalez in order that Dr. Salinas
may free up money to make payments under the Plan. Mr. Gonzalez
will assume liability under the promissory note and deed of trust
currently in place between LSNB and Dr. Salinas. LSNB has
expressed its agreement to the procedure and will allow Mr.
Gonzalez to assume the mortgage agreements covering the Property.
Concurrently with the Motion, Dr. Salinas is filing a Motion
Pursuant to Federal Rule of Bankruptcy Procedure 9019 for Approval
of Settlement Agreement with Jesus Gonzalez and Lone Star National
Bank. That Motion asks the Court's approval of a Settlement
Agreement executed by Dr. Salinas, Mr. Gonzalez and LSNB, subject
to the approval of the Court, which memorializes the agreement of
the parties for assumption of the mortgage agreements by Mr.
Gonzalez and the sale of the Property free and clear of all liens
other than the mortgage lien of LSNB.
The agreement of Dr. Salinas and Mr. Gonzalez to effectuate the
sale of the Property and the assumption of debt by Mr. Gonzalez is
memorialized in an Earnest Money Contract executed by the parties,
subject to the approval of the Court. Dr. Salinas asks that any
order the Court may enter on the Motion authorize the sale of the
Property free and clear of all liens and encumbrances other than
the liens and claims of LSNB on the Property, including but not
limited to the liens of the Internal Revenue Service.
The sale of the Property pursuant to the Motion and the Contract is
in the reasonable business judgment of the Debtor, and is in the
best interests of the Debtor and his estate, because by virtue of
the transaction, Dr. Salinas will be relieved of the obligation to
make monthly payments to LSNB and can use the money instead to make
payments under his plan of reorganization.
A copy of the Contract is available at https://tinyurl.com/1khmx6yw
from PacerMonitor.com free of charge.
The Purchaser:
Jesus Gonzalez
4109 Burns Dr. South
McAllen, TX 78501
About RGV Smiles by Rocky L. Salinas
RGV Smiles by Rocky L. Salinas D.D.S. P.A., a dental services
provider in Pharr, Texas, sought protection under Chapter 11 of
the
Bankruptcy Code (Bankr. S.D. Tex. Case No. 20-70209) on June
30,2020. The petition was signed by Rocky L. Salinas DDS, its
director. At the time of the filing, the Debtor estimated assets
of $100,000 to $500,000 and liabilities of $10 million to $50
million. The Hon. Eduardo V. Rodriguez oversees the case. Joyce
W. Lindauer Attorney, PLLC is the Debtor's counsel.
ROBERT ALLEN: March 15 Plan Confirmation Hearing Set
----------------------------------------------------
On Feb. 4, 2021, Debtor Robert Allen Auto Group, Inc. filed with
the U.S. Bankruptcy Court for the District of Idaho a First Amended
Disclosure Statement referring to the First Amended Chapter 11 Plan
of Liquidation.
On Feb. 5, 2021, Judge Joseph M. Meier approved the Disclosure
Statement and ordered that:
* March 8, 2021, is fixed as the last day for filing written
acceptances or rejections of the Plan.
* March 15, 2021, at 10:00 a.m. via Zoom is the hearing on
confirmation of the Plan.
* March 8, 2021, is fixed as the last day for filing and
serving written objections to confirmation of the Plan.
A full-text copy of the order dated Feb. 5, 2021, is available at
https://bit.ly/3rRLhZf from PacerMonitor.com at no charge.
Counsel for the Debtor:
Steven L. Taggart
MAYNES TAGGART PLLC
P. O. Box 3005
Idaho Falls, ID 83403
Telephone: (208) 552-6442
Facsimile: (208) 524-6095
E-mail: staggart@maynestaggart.com
About Robert Allen Auto Group
Robert Allen Auto Group, Inc., which owns approximately 3 acres in
5th Street in Pocatello, Idaho near other automobile dealerships,
is a dealer of automobiles based in Pocatello, Idaho.
Robert Allen Auto Group filed a Chapter 11 petition (Bankr. D.
Idaho Case No. 20-40163) on March 2, 2020. In the petition signed
by Robert Allen, president, the Debtor disclosed $4,312,279 in
assets and $2,097,927 in liabilities.
Steven L. Taggart, Esq., at MAYNES TAGGART PLLC, serves as
bankruptcy counsel to the Debtor. Shawn Perry is the real estate
agent for the estate.
ROBERT F. TAMBONE: Proposes $31K Private Sale of Boat to Hohmann
----------------------------------------------------------------
Robert F. Tambone asks the U.S. Bankruptcy Court for the District
of Massachusetts to authorize his private sale of all of his right,
title, and interest in a certain 2018 Boston Whaler 170 Montauk and
related personal property ("Boat") to Scott Hohmann or his nominee
for $31,000.
The Debtor is the owner of the Boat, which consists of a 2018
Boston Whaler Montauk 17, a 2018 Mercury Engine and a 2018 Gray
Kara Utility Trailer. Included with the Boat are various items of
personal property, listed as Exhibit A to the Agreement, with no
meaningful value separate from the Boat, including anchors, chains,
ropes, seats and cushions and a Garmin Echomap.
The Debtor's sons pay for the costs associated with the Boat, but
no longer desire to utilize the Boat.
The Debtor has been marketing the Boat on the internet site
Craigslist for approximately six months, and has not received any
other reasonable offers for the Boat. He believes that the
Purchase Price is equivalent to the value ofthe Boat. A JD Power
valuation of the Boat reflects that the Purchase Price is slightly
higher than the average retail value for the Boat.
The Debtor took a loan, used to purchase the Boat, from Workers'
Credit Union that is secured by a first lien on the Boat and the
trailer included with the Boat. The balance owed to Workers is
approximately $30,222.87, and the Debtor does not dispute that
Workers is owed this amount. The Debtor asks authority to pay
Workers' its secured claim from the proceeds of the Private Sale.
The sale of the Boat will enable the Debtor to dispose of the Boat
and thereby avoid taking over the costs associated with the
ownership of the Boat now that his sons no longer wish to utilize
and pay the costs associated with the Boat.
Pursuant to the Sale Motion, the Debtor asks Court approval to sell
his right, title, and interest in and to the Boat to the Purchaser.
He asks that the sale convey title to the Boat free and clear of
any liens, claims, encumbrances and interests.
In accordance with the terms of the Agreement, the Purchaser has
paid the Debtor a deposit of $1,000 and will pay the Debtor the
balance of the Purchase Price on the closing date, which is to
occur approximately two weeks following the approval of the Private
Sale.
The sale is not subject to a financing contingency or to further
due diligence. Pursuant to the Agreement, the Boat will be sold in
"as is" and "where is" condition, and the Debtor is not making any
representations or warranties whatsoever, either express or
implied, with respect to the Boat.
The Debtor asks approval of the proposed Notice, which provides for
bidding and counteroffer procedures. Approval of the Private Sale
is subject to the submission of higher and better offers. The
Debtor proposes that any counteroffers must be in an amount not
less than 10% greater than the Purchase Price, or $34,100.
The counteroffers: (a) must be accompanied by a deposit equal to
$3,410 and made payable to the Debtor; (b) must include an executed
asset purchase agreement upon terms substantially consistent with
the terms of the Agreement; and (c) may not be subject to further
due diligence and may not contain any other conditions precedent to
the consummation of the sale other than those provided in the
Agreement.
In the event of a timely counteroffer, each interested bidder will
have an opportunity to participate in an auction before the Court,
upon procedures as approved by the Court. Any competing bidder
will demonstrate to the Debtor's reasonable satisfaction that it is
financially able to consummate the sale.
The Debtor asks that the Deposit submitted by the highest bidder be
forfeited to the Estate if the highest bidder fails to complete the
sale by the date ordered by the Court. He further asks that, if
the sale of the Boat is not completed by the highest bidder, the
Court authorizes the sale of the Boat to the next highest bidder.
A copy of the Agreement is available at
https://tinyurl.com/5bdowqve from PacerMonitor.com free of charge.
Robert F. Tambone sought Chapter 11 protection (Bankr. D. Mass.
Case No. 20-11378) on June 22, 2020. The Debtor tapped Kathleen
Cruickshank, Esq., as counsel.
ROCKPORT DEV'T: KEM Realty Buying South Pasadena Property for $2.6M
-------------------------------------------------------------------
Rockport Development, Inc. asks the U.S. Bankruptcy Court for the
Central District of California to authorize the sale of the
following real properties to KEM Realty or Assignee for $2.6
million, free and clear of all claims, subject to overbid:
a. Parcel 1: Located at and commonly known as 181 Monterey
Rd., South Pasadena, California, APN 5311-015-035;
b. Parcel 2: Located at and commonly known as 185 Monterey
Rd., South Pasadena, California, APN 5311-010-001; and
c. Parcel 3: Located at and commonly known as 187 Monterey
Rd., South Pasadena, California, 5311-010-002.
A telephonic hearing on the Motion is set for March 4, 2021 at
11:00 a.m.
The Debtor owns the Property, which is encumbered by two consensual
liens. On the Petition Date, the Property was encumbered by a deed
of trust in favor of Southland Equities in the approximate
principal amount of $1.55 million (the amount owing is higher due
to unpaid interest and fees on the underlying note).
Post-petition, the Debtor obtained $750,000 in financing from
Serene Investment Management, LLC. In connection with the DIP
Loan, Serene was granted a court-approved lien that "primed" the
Southland Lien.
Following a court-authorized payment to Serene from the sale of
another property in September 2020, the principal amount owed under
the DIP Loan is approximately $550,000. Additionally, a lis
pendens was recorded against the Property on May 1, 2020, related
to a Los Angeles Superior Court lawsuit entitled Endong Li, et.al,
v. 187 Monterey Holding, LLC, et al., Case No. 20STCV05551.
When the case was filed, the Debtor's estimate for the Property's
value was $3.75 million to $5 million. After further
investigation, including discussions with the Agent and feedback
from City representatives regarding the status of re-entitling the
Property, including the timeframe for obtaining certain development
permits, the Debtor's professionals came to understand that the
actual value of the Property was meaningfully less than the
original estimates. The Agent agreed to list the Property with an
initial asking price of $3.3 million and actively marketed the
Property since June 30, 2020.
Ultimately, the efforts of the Agent resulted in the $2.6 million
offer from KEM Realty or Assignee on the terms of their Purchase
and Sale Agreement and Escrow Instructions, dated Jan, 24, 2021,
including addendums. The Buyer provided the Debtor with proof of
funds, and made the initial deposit of $80,000, which is held in
escrow pending court approval and closing of the sale. The deposit
will be refundable only if certain conditions to the sale are not
satisfied or the Buyer is not the successful bidder in the event
overbids are received. The Buyer's offer is the highest and best
offer received by the Debtor.
The Escrow Holder has received the $80,000 deposit called for in
the PSA. The balance of the Purchase Price will be deposited by
Buyer with Escrow Holder no later than 12:00 noon (PT), one
Business Day prior to the Closing Date. The Buyer acknowledges
that the Seller makes no representation or warranty regarding the
truth, accuracy or completeness of any Due Diligence Materials. It
acknowledges and agrees that it is purchasing the Property in an
"as-is, where is, with all faults" condition as of the close of
escrow.
The Debtor proposes to distribute the sale proceeds in the amounts
estimated below and in the following manner:
Description Total Sale Price $2,600,000
Real Estate Commissions (4% ) ($104,000)
Title, escrow, transfer taxes, (estimated) ( $11,000) (est)
recording charges
Prorated Property Taxes ( $9,000)
Past Due Property Taxes ( $19,000)
Delinquent Property Taxes ( $42,000)
DIP Loan, remaining principal ($550,000)
DIP Loan, accrued interest + fees ( $85,000)
Southland Equities All remaining proceeds
up to 100% of claim3
Absent an overbid, the Debtor believes that Southland will be
entitled to all remaining proceeds from the sale.
While the Debtor is prepared to accept the offer for the Property
as set forth in the Motion, it is also interested in obtaining the
maximum price for the Property. Accordingly, it asks that the
Court authorizes it to implement an overbid procedure regarding the
sale of the Property on the following terms:
1. Any person or entity that is interested in purchasing the
Property must serve the Debtor and its counsel with an initial bid,
such that any overbid is actually received no later than the
commencement of the auction.
2. The Debtor, subject to the rights of a Bidder or party in
interest to raise an issue with the Court, will have sole authority
to determine whether a party is a Qualified Bidder.
3. Any Overbid must remain open until the conclusion of the
auction of the Property to be held at the hearing on the Motion.
4. Any Overbid must provide for a minimum purchase price of
at least $2.7 million (the Purchase Price plus $100,000).
5. Any Overbid must be for the Property "as is," "where is,"
and "with all faults" and will not contain any financing, due
diligence, or any other contingency fee, termination fee, or any
similar fee or expense reimbursement.
6. Any Overbid must be accompanied by a deposit of $81,000
(3% of the Overbid price) in certified funds, which funds will be
nonrefundable if the bid is determined by the Court to be the
highest and best bid for the Property, and proof satisfactory to
the Debtors that such bidder has sufficient funds to complete the
sale.
7. Any Overbid must be made by a person or entity who has
completed its due diligence review of the Property and is satisfied
with the results thereof.
8. If the Debtor receives a timely, conforming Overbid for
the Property, the Court will conduct an auction of such property at
the hearing, in which all Qualified Bidders may participate. The
Auction will be governed by the following procedures: (a) All
Qualified Bidders will be deemed to have consented to the core
jurisdiction of the Bankruptcy Court and to have waived any right
to jury trial in connection with any disputes relating to the
Auction or the sale of the Property; (b) The minimum bidding
increment during the Auction will be $50,000; (c) Bidding will
commence at $2.7 million ($100,000 over the Buyer's initial bid of
$2.6 million); and (d) The Court will determine which of the bids
is the best bid.
9. The Successful Bidder must pay, at the closing, all
amounts reflected in the Best Bid in cash and such other
consideration as agreed upon.
The Debtors believe the foregoing overbid terms are reasonable
under the circumstances of the case and will ensure that the price
ultimately received for the Property will be the highest and best
price.
Because of the financial condition of the Estate, the Debtor does
not believe that there will be any adverse tax consequences arising
from the proposed sale; but, the CRO will confirm with his
accountants Grobstein Teeple LLP and update the Court if there is
any change in the analysis.
Finally, the Debtor asks the Court to waive the 14-day stay period
of the order.
About Rockport Development
Rockport Development, Inc., a company based in Irvine, Calif.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Case No. 20-11339) on May 7, 2020. On June 11, 2020,
Rockport's affiliate Tiara Townhomes LLC filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-11683).
Judge Scott C. Clarkson oversees the cases, which are jointly
administered under Case No. 20-11339.
At the time of the filing, Rockport was estimated to have $10
million to $50 million in both assets and liabilities. Tiara
Townhomes LLC disclosed assets of between $1 million and $10
million and liabilities of the same range.
Debtor has tapped Marshack Hays, LLP as its legal counsel, and
Michael VanderLey of Force Ten Partners, LLC as its chief
restructuring officer.
On Sept. 30, 2020, the Court appointed Glen Scher and Filip
Niculete of Marcus & Millichap as the Estate's real estate
agent.
ROYAL CARIBBEAN: Moody's Puts B1 CFR Under Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service placed the ratings of Royal Caribbean
Cruises Ltd. and Silversea Cruise Finance Ltd. (together, "Royal
Caribbean") on review for downgrade including the company's B1
corporate family rating, B1-PD probability of default rating, Ba2
senior secured rating, and B2 senior unsecured rating. The
company's speculative grade liquidity rating of SGL-2 is unchanged
at this time.
"The review for downgrade will focus on the timeline for the
company to return to service, the potential to ramp up operations
in a meaningful way in 2021, and the resulting impact to its
liquidity," stated Pete Trombetta, Moody's lodging and cruise
analyst. Moody's do not expect US cruise operations will be able to
resume until there are indications that the coronavirus spread is
slowing.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt the cruise sector. Moody's analysis has considered the
effect on the performance of Royal Caribbean from the ongoing
travel restrictions in the US and other global regions, the current
weak US economic activity and a gradual recovery for the coming
months. Although an economic recovery is underway, it is tenuous
and its continuation will be closely tied to containment of the
virus. As a result, the degree of uncertainty around Moody's
forecasts is unusually high. Moody's regards the coronavirus
outbreak as a social risk under its ESG framework, given the
substantial implications for public health and safety.
On Review for Downgrade:
Issuer: Royal Caribbean Cruises Ltd.
Probability of Default Rating, Placed on Review for Downgrade,
currently B1-PD
Corporate Family Rating, Placed on Review for Downgrade, currently
B1
Senior Secured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Ba2 (LGD2)
Senior Unsecured Regular Bond/Debenture, Placed on Review for
Downgrade, currently B2 (LGD4)
Issuer: Silversea Cruise Finance Ltd.
Senior Secured Regular Bond/Debenture, Placed on Review for
Downgrade, currently Ba2 (LGD2)
Outlook Actions:
Issuer: Royal Caribbean Cruises Ltd.
Outlook, Changed To Rating Under Review From Negative
Issuer: Silversea Cruise Finance Ltd.
Outlook, Changed To Rating Under Review From Negative
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
Royal Caribbean's credit profile is supported by its good liquidity
and solid market position as the second largest global ocean cruise
operator based upon capacity and revenue which acknowledges the
strength of its brands. Royal Caribbean is well diversified by
geography, brand, and market segment. In the short run, Royal
Caribbean's credit profile will be dominated by the length of time
that cruise operations continue to be suspending, the path forward
to resuming operations and the resulting impacts on the company's
cash consumption and its liquidity profile. However over the long
run, the value proposition of a cruise vacation as well as a group
of loyal cruise customers supports a base level of demand once
health safety concerns have been effectively addressed. The normal
ongoing credit risks include the company's current exceptionally
high leverage, the highly seasonal and capital intensive nature of
cruise companies and the cruise industry's exposure to economic and
industry cycles, weather incidents and geopolitical events. Moody's
expect the Royal Caribbean's debt/EBITDA will exceed 6.0x for at
least the next two years.
Prior to the review for downgrade, the factors that could lead to a
downgrade included if the company's liquidity weakened in any way
or if the recovery in cruising activity is delayed beyond our base
assumptions which include a resumption of US cruising in the first
half of 2021 with capacity days reaching at least 65% of their 2019
levels and occupancy reaching at least 70% by the second quarter
with continued improvement from there. The ratings could also be
downgraded if there are indications that the company is not on a
path to restoring leverage to a sustainable level. The outlook
could be revised to stable if the impacts from the spread of the
coronavirus stabilizes and cruise operations resume at a level that
enables the company to maintain debt/EBITDA below 5.5x. Ratings
could be upgraded if the company is able to maintain leverage below
4.5x with EBITA/interest expense of at least 3.0x.
Royal Caribbean (operating under the name Royal Caribbean Group) is
a global vacation company that operates four wholly-owned cruise
brands, including Royal Caribbean International, Celebrity Cruises,
Azamara, and Silversea. The company's brands operate a combined 61
ships. Net revenue for fiscal 2019 was $8.7 billion.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
SAHBRA FARMS: Sets Sale Procedures for Portage County Property
--------------------------------------------------------------
Sahbra Farms, Inc., asks the U.S. Bankruptcy Court for the Northern
District of Ohio to authorize the procedures for the marketing and
sale of its approximately 290 acres of real estate in Portage
County, Ohio, on which it operates a horse farm with training and
stable facilities.
The Debtor is engaged in the business of operating a horse farm,
with boarding, training, and ancillary activities. It has also
entered into a Mineral Lease with Shelly Materials, Inc. under
which mining operations for sand and gravel are proposed to be
conducted. Such mining operations now appear poised to begin in
the relatively near future, because the litigation between Shelly
and the City of Streetsboro, which had delayed the mining project,
has been concluded through a settlement.
The Debtor is actively engaged in an effort to refinance its
secured debt with Home Savings Bank, as well as the remainder of
its indebtedness. It has sought the professional assistance of
Steven Shore, a principal of BlueMark Capital, together with Mr.
Shore's colleagues at BlueMark Capital, to assist the Debtor in
obtaining the refinancing of the Home Savings debt. The has
entered an Order authorizing the Debtor to employ BlueMark Capital
and to pay its contractual fees.
If refinancing efforts with respect to its indebtedness are
successful, the Debtor intends to withdraw the Sale Motion,
refinance its secured debt, and pay unsecured creditors through the
proceeds of refinancing or the proceeds of mining operations, or
both. The Debtor has sought the professional assistance of
Christopher Seelig, CCIM, a Senior Vice President and Principal of
Colliers Cleveland, together with Mr. Seelig's colleagues at
Colliers, to assist it in the implementation of procedures to
conduct a successful sale of its real estate under Section 363 of
the Bankruptcy Code if necessary. The Court has entered an Order
authorizing the Debtor to employ Colliers and to pay its commission
according to its contract with the Debtor.
Colliers has recommended that the Debtor pursue a seven-month
marketing and sale strategy for optimum results. Recognizing that
creditors may have an interest in a shorter sale timeframe, even if
it results in a less-than-optimal sale price, and recognizing that
some marketing activities can begin now, while the notice period on
the Motion runs, the Debtor proposes the establishment of a
four-month marketing period beginning on March 8, 2021 and ending
on July 8, 2021, to be followed by (1) the execution of one or more
private sale contracts deemed adequate in the Debtor's judgment to
generate net proceeds sufficient to pay all secured debt claimed or
scheduled in the case, or (2) an auction sale of all of the
Debtor's real estate with such auction sale to be conducted by
Colliers on Aug. 27, 2021 under the auction sale procedures.
The Aug. 27, 2021 date has been selected to ensure that if the
marketing period does not produce a buyer on a private sale basis,
Colliers will have the opportunity to notify all known prospective
bidders of the auction sale, and, if possible, to select one or
more stalking horse bidders prior to the auction sale.
The Debtor asks that any Auction Sale conducted under the Court's
Order be subject to a reserve price to be Established by Agreement
between the Debtor and Home Savings Bank if possible, or by the
Court's Order at the March 9, 2021 hearing on the Motion. It asks
that the Sale Procedures Order entered by the Court permits it and
its professionals to negotiate for the sale of real estate in one
or more parcels to any buyer during the marketing period, to
provide maximum flexibility and maximum value in the sale
structure.
The Debtor has been advised that attempting to sell all 290 acres
of its real estate to a single buyer could unnecessarily and
detrimentally limit the number of buyers interested in bidding,
because the residential developers who are expected to be
interested in the real estate generally do not purchase more land
than they can develop in a relatively short horizon. In addition,
having the flexibility to sell parcels to more than one buyer may
increase the odds of selling at higher prices as various buyers pay
premium prices to purchase the land they deem most desirable for
their uses, rather than being required to take parcels they deem
too large or not consistent with their use of the property.
Under the terms of the Plan and applicable bankruptcy law, the
Debtor asks an Order permitting secured creditors holding liens on
its real estate to credit bid in the amount of their liens at any
auction sale. To ensure that credit bidding functions on a fair
and equitable basis, the Debtor asks that the Court issues an order
requiring any secured creditor intending to credit bid at any
auction sale conducted under the Court's Order submit a detailed
proof of claim within 30 days after the entry of an Order
Establishing Sale Procedures under the Motion, including copies of
the documents establishing its secured claim, the original
principal amount of such claim, and a detailed computation of
interest on its claim, or be barred from credit bidding.
The Debtor also asks that the Sale Procedures Order require that
any person or entity claiming a right of first refusal with respect
to any part or parcel of the Debtor's Real Estate submit
documentation establishing such right no later than 30 days after
the entry of the Sale Procedures Order.
To the extent that rejection, assumption, or assumption and
assignment of the Shelly Lease becomes necessary or may become
necessary, the Debtor, in accordance with the provisions of the
Plan, will file a separate motion to accomplish the relevant
action.
The Debtor asks approval of the following bidding procedures:
a. The Auction Sale will be conducted by Colliers on Aug. 27,
2021.
b. Any potential bidder must submit a written notice of
intent to bid to Colliers by Aug. 24, 2021. Notices may submitted
via email.
c. The written notice of intent to bid must include
sufficient financial information to demonstrate to Colliers that
the potential bidder is financially capable of fulfilling its
payment obligations if it submits the winning bid. Colliers, in its
discretion, may require bidders to make a good-faith deposit as a
condition of being deemed a qualified bidder.
d. Each written notice of intent to bid must fully identify
the bidder and any affiliate who will participate in bidding.
e. Colliers, in consultation with the Debtor, will evaluate
all written notices of intent to bid upon receipt and will
determine which bidders are qualified to bid at the auction. The
judgment of Colliers will be conclusive as to this issue.
f. Provided that at least two qualified bidders are
identified, Colliers will conduct the auction sale in accordance
with its regular procedures, beginning at 1:30 p.m. on Aug. 27,
2021 at a venue selected by Colliers in consultation with the
Debtor.
g. All bids will be subject to a reserve price of TBD. No
bid below the reserve price will be accepted.
i. If a stalking horse bidder is identified by Colliers, and
the stalking horse bidder is outbid at the auction, the stalking
horse bidder will be entitled to a break-up fee of 3% of its
initial bid to compensate the stalking horse bidder for its time,
effort, and commitment in preparing and submitting its initial bid.
j. The first bid above the initial bid of the stalking horse
bidder will be in an amount equal to 3% of the initial bid plus the
bid increment selected by Colliers.
k. Within one business day after the conclusion of the
auction, the Winning Bidder, as determined by Colliers and
announced at the conclusion of the auction, will submit a good
faith deposit in the amount of 10% of the winning bid, which
deposit will be held by Colliers in a trust account until the sale
is confirmed by a final order of the Court.
l. Upon entry of a final order of the Bankruptcy Court
confirming the sale, the Winning Bidder must remit the remaining
90% of its winning in bid in certified funds to the account of the
Debtor, and Colliers will transfer the initial 10% deposit held by
it to the Debtor's account.
m. The Court will conduct a hearing to consider approval of
the auction results and entry of a final sale order on TBD. Any
objections to entry of a final sale order must be in writing and
served on Counsel for the Debtor no later than TBD.
The sale will be free and clear of all liens, claims and
encumbrances, with such liens, claims and encumbrances to attach to
the proceeds of sale.
The Debtor intends to serve notice of the bidding procedures
approved by the Court on all likely potential bidders that are
identified by Colliers.
To garner maximum value from any proposed public or private sale,
which in the case may also include the assumption and assignment of
the Shelly Lease under the terms of a separate motion to assume and
assign such lease, it is important to close any sale confirmed by
the Court as quickly as possible after the entry of the Sale Order.
Accordingly, the Debtor asks that the Court waives the respective
stay periods under Bankruptcy Rules 6004(g) and 6006(d).
A copy of the Bid Procedures is available at
https://tinyurl.com/8w78k9vo from PacerMonitor.com free of charge.
About Sahbra Farms
Sahbra Farms Inc. -- a horse breeder in Streetsboro, Ohio,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
N.D. Ohio Case No. 19-51155) on May 16, 2019. In the petition
signed by its president, David Gross, the Debtor disclosed
$3,286,476 in assets and $2,684,224 in debt. The Hon. Alan M.
Koschik is the case judge. The Debtor tapped Thomas W. Coffey,
Esq.
at Coffey Law LLC, as lead counsel, Kenneth J. Fisher Co., L.P.A.,
as special counsel, and BlueMark Capital as loan broker.
SATELLITE RESTAURANTS: Trustee Gets OK to Hire Legal Counsel
------------------------------------------------------------
Scott Miller, the Subchapter V trustee appointed in the Chapter 11
case of Satellite Restaurants Inc. Crabcake Factory USA, received
approval from the U.S. Bankruptcy Court for the District of
Maryland to employ Odin, Feldman & Pittleman, PC as his legal
counsel.
The firm will render these legal services:
(a) oppose the motion to compel filed against the Subchapter V
trustee by certain employee creditors with claims under the Fair
Labor Standards Act (FLSA), and any other contested matters,
adversary proceedings or litigation commenced against the trustee;
(b) provide legal advice and consult regarding defenses
available to the Subchapter V trustee and appropriate strategy to
respond to such motions or litigation;
(c) advise and consult with the Subchapter V trustee regarding
his obligations, court compliance and duties; and
(d) prepare pleadings in connection with any claim objections
to the extent the Subchapter V trustee determines that claim
objections are appropriate.
The firm's normal hourly rates are as follows:
Shareholders $250 – $550
Associates $220 – $375
Paraprofessionals $115 - $190
The hourly rates of the attorneys and professionals who will be
primarily engaged in this case are as follows:
Bradley D. Jones, Attorney $390
Alexander M. Laughlin, Shareholder $425
Heather Leeper, Paralegal $100
In addition, the firm will seek reimbursement for expenses
incurred.
Odin, Feldman & Pittleman is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code, according to
court papers filed by the firm.
The firm can be reached through:
Alexander M. Laughlin, Esq.
Bradley D. Jones, Esq.
Odin, Feldman & Pittleman, PC
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Telephone: (703) 218-2134
(703) 218-2176
Facsimile: (703) 218-2160
Email: Alex.Laughlin@ofplaw.com
Brad.Jones@ofplaw.com
About Satellite Restaurants Inc.
Crabcake Factory USA
Satellite Restaurants Inc. Crabcake Factory USA filed a voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
D. Md. Case No. 20-19282) on Oct. 14, 2020, listing under $1
million in both assets and liabilities. Judge Maria Ellena
Chavez-Ruark oversees the case.
Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC
serves as the Debtor's legal counsel.
On Oct. 14, 2020, the U.S. Trustee for Region 4 appointed Scott W.
Miller as Subchapter V trustee. Mr. Miller tapped Odin, Feldman &
Pittleman, PC as his legal counsel.
SCHWEITZER-MAUDUIT INT'L: Moody's Rates Secured Bank Debt 'Ba2'
---------------------------------------------------------------
Moody's Investors Service confirmed the existing ratings of
Schweitzer-Mauduit International, Inc. ("SWM"), including the Ba3
corporate family rating, Ba3-PD probability of default rating and
B2 senior unsecured, and assigned Ba2 to SWM's senior secured bank
debt. Moody's also lowered the speculative grade liquidity rating
to SGL-3 from SGL-2 and changed the rating outlook to negative.
This concludes the review for downgrade that was initiated on
January 28, 2021.
The rating action follows SWM's announcement that it plans to
acquire UK-based Scapa Group Plc, a manufacturer of bonding
products and adhesive components for healthcare and industrial
applications. The transaction will be financed with $613 million in
debt, including a new $350 million term loan B and $263 million
drawn from SWM's existing $500 million revolver, with the net
proceeds to cover the equity purchase price, extinguish Scapa net
debt and pay transaction expenses.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Schweitzer-Mauduit International, Inc.
Senior Secured 1st Lien Revolving Credit Facility, Assigned Ba2
(LGD3)
GTD Senior Secured Term Loan A, Assigned Ba2 (LGD3)
GTD Senior Secured Term Loan B, Assigned Ba2 (LGD3)
Ratings Confirmed:
Issuer: Schweitzer-Mauduit International, Inc.
Corporate Family Rating, Confirmed at Ba3
Probability of Default Rating, Confirmed at Ba3-PD
Senior Unsecured Global Notes, Confirmed at B2 (LGD5)
Ratings Downgraded:
Issuer: Schweitzer-Mauduit International, Inc.
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Outlook Actions:
Issuer: Schweitzer-Mauduit International, Inc.
Outlook, Changed To Negative From Rating Under Review
RATINGS RATIONALE
The ratings, including the Ba3 corporate family rating, consider
the relative stability of SWM's tobacco-related Engineered Papers
("EP") segment, a high margin and solid cash flow generator that
should continue to help fund the company's growth and
diversification strategy. Scapa will expand SWM's scale and
engineering capabilities in its Advanced Materials & Structures
("AMS") segment, a portfolio of specialty materials products aimed
at diversifying the legacy EP portfolio facing a secular decline of
the cigarette industry. SWM generates competitive combined EBITDA
margins and solid free cash flow. However, Moody's expects the
margins to moderate (20%+ historically) and free cash flow-to-debt
to deteriorate through 2021 (versus the mid 8% range for the LTM
9/30/20 and over 10% in 2019), all ratios including Moody's
standard adjustments. Nevertheless, Moody's expects the company
will apply free cash flow to debt repayment, consistent with its
history after debt-funded acquisitions, to restore financial
flexibility. Moody's expects leverage to improve progressively into
early 2022, towards a low 4x range.
Scapa is the largest acquisition in SWM's history and occurring
amid a protracted economic recovery with the effects of COVID-19,
noting also the pandemic has negatively impacted SWM's and Scapa's
businesses and end markets, including reduced demand for elective
surgeries. Moody's anticipates debt-to-EBITDA to approximate 5x pro
forma (including Moody's standard adjustments), which is elevated
for SWM's risk profile. As well, Moody's expects the transaction
will weaken SWM's liquidity position, with higher interest expense
and the relatively weaker free cash flow profile of Scapa, and
poses integration risks. The ratings also reflect Moody's view of
operational and financial uncertainty stemming from the integration
and macro environment, including higher input costs and a rising
labor cost environment, which will pressure earnings and the
company's efforts to improve margins.
The negative outlook reflects higher financial risk with stretched
financial leverage amid a tenuous economic recovery with the
lingering uncertain timing around COVID-19, which Moody's views as
likely to challenge the pace of de-leveraging. Capitalizing on the
opportunities that Scapa presents to generate an adequate return on
investment -- such as improving Scapa's capacity utilization and
achieving potential synergies -- will be key to returning credit
metrics back to pre-acquisition levels, including leverage around
3x and free cash flow-to-debt approaching the high single digits.
The SGL-3 speculative grade liquidity rating signifies adequate
liquidity, with Moody's expectations for more modest cash balances
at SWM, of at least $35-$45 million over the next year, and
positive free cash flow generation. The company's $500 million
senior secured revolving credit facility expiring in 2023 will have
modest pro forma availability of approximately $187 million.
Moody's believes the financial covenants in SWM's existing debt
agreements, including the maximum net leverage ratio and a minimum
interest coverage ratio, will be loosened to accommodate the Scapa
acquisition.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if SWM is unable to integrate Scapa
successfully, including demonstration of near-term progress with
reducing leverage towards a low 4x range into early 2022, or if
Moody's expects EBITDA margins to be sustained below 18% beyond
2021 or free cash flow to debt below 5%. A sharp decline in results
for Engineered Papers, placing added pressure on Advanced Materials
& Structures to generate outsized growth, could also drive negative
ratings pressure, as could additional debt-funded acquisitions in
the near term.
Over the longer term, the ratings could be upgraded with improving
organic growth prospects and higher than anticipated margin
expansion and free cash flow, boosted by renewed strength in
tobacco-related revenues and/or accelerating growth prospects in
the Advanced Materials & Structures end markets. Free cash
flow-to-debt approaching the double-digits and debt-to-EBITDA below
3.5x while executing acquisitions would be important for an
upgrade.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
Schweitzer-Mauduit International, Inc. is a producer of specialty
materials focused on resin-based nets, films and other non-wovens
through its Advanced Materials & Structures segment and fiber-based
cigarette papers and reconstituted tobacco products through its
Engineered Papers segment. Revenues for latest twelve-month period
ended September 30, 2020, were approximately $1 billion. Scapa
Group Plc is a manufacturer of adhesives, coatings and topicals
through its healthcare segment, and specialty tapes for various end
markets in its industrial segment. Scapa's revenues approximated
GBP282 million (or $361 million).
SCRANTON-LACKAWANNA HEALTH: S&P Lowers Rev. Bond Rating to 'CCC'
----------------------------------------------------------------
S&P Global Ratings lowered its long-term rating on the
Scranton-Lackawanna Health & Welfare Authority (Scranton Parking
System Concession Project), Pa.'s series 2016A senior parking
revenue current interest bonds, series 2016B senior parking revenue
current interest bonds, and series 2016C senior parking capital
appreciation bonds outstanding to 'CCC' from 'CCC+'. The outlook is
negative.
In accordance with S&P's criteria, the 'CCC' rating reflects our
view that obligations secured by the parking system will likely
experience a payment default absent an unforeseen positive
development over the next 12 months. More specifically, it expects
the authority will meet its July 1, 2021 interest payment totaling
$657,161, given a sufficient debt service reserve fund (DSRF)
balance, but will likely lack financial resources to meet its Jan.
1, 2022 debt service payment totaling $1,427,522 unless the parking
system experiences a material recovery in activity levels.
"The downgrade and negative outlook reflect our opinion that the
parking system will likely default without an unforeseen positive
development over the next 12 months," said S&P Global Ratings
credit analyst Scott Shad.
S&P said, "We expect materially lower parking system utilization
rates caused by the ongoing COVID-19 pandemic will result in weaker
net revenues, that combined with DSRF balances and available
liquidity, will be insufficient to meet senior-lien debt service
requirements due within the next 12 months.
"The negative outlook reflects our view that the authority will
likely default in the near term with at least a one-in-three
likelihood that we will lower the rating."
Key credit weaknesses are the parking system's:
-- DSC (S&P Global Ratings-calculated) that S&P expects will be
insufficient in fiscal 2021, including available liquidity and
system net revenues, likely resulting in a default for the Jan. 1,
2022 senior-lien debt service payment;
-- Constrained rate-setting flexibility because of competition
from private parking facilities and weak utilization rates further
pressured by the pandemic;
-- Relatively weak service area economy; and
-- Limited available liquidity that S&P expects will be
insufficient to cover debt service requirements within the next 12
months.
Key credit strengths that S&P believes partially offset the credit
weaknesses above are the parking system's lack of additional debt
needs and manageable capital requirements that can be deferred.
S&P said, "The parking system is exposed to social risks related to
the COVID-19 pandemic, which we view as direct negative impacts as
health and safety social risks under our environmental, social, and
governance factors, resulting in significant financial pressures.
Furthermore, we believe social risks present ongoing operational
challenges and constrain the parking system's rate-setting
flexibility and financial performance due to its location in an
economically weak service area, given affordability issues and
significant competition, resulting in low parking utilization
rates. We believe environmental and governance risk are in line
with the sector.
"We could lower the rating, especially within the next six months,
if we believe there is a virtual certainty of nonpayment on
senior-lien debt service requirements. Furthermore, we could lower
the rating if there is a waiver of indenture provisions, including
acceleration, default, announcement of expected default, or any
type of distressed exchange of senior-lien bonds.
"We could revise the outlook to stable if utilization rates recover
to a point that we believe enables the parking system to maintain
financial metrics consistent with the current rating on a
sustainable basis."
SEADRILL LTD: Says It May Experience 'More Contentious' Chapter 11
------------------------------------------------------------------
Seadrill Limited and its lenders are at odds on how to fix the
drilling giant.
Law360 reports that Seadrill Ltd. and a creditor group presented
different visions Friday, February 12, 2021, for the offshore
drilling company's Chapter 11 case before a Texas bankruptcy judge,
with the creditors saying an asset sale may be necessary and
Seadrill arguing the company should stay together.
Law360 reports that at a virtual hearing, Seadrill told U.S.
Bankruptcy Judge David Jones that it chose to return to Chapter 11
just three years after its last bankruptcy case ended when it
failed to reach agreement with an ad hoc creditor group on the
terms for restructuring $5.7 billion in secured debt.
According to Bloomberg, the offshore driller kicked off its latest
bankruptcy in the second week of February 2021 with a warning: this
trip through court may be more dicey than its last. "I expect,
candidly, that this will be a more contentious case," Anup Sathy of
Kirkland & Ellis told U.S. Bankruptcy Judge David Jones in a
hearing Friday, February 12, 2021.
About Seadrill Ltd.
Seadrill Limited (OSE:SDRL, OTCQX:SDRLF) --
http://www.seapdrill.com/-- is a deepwater drilling contractor
providing drilling services to the oil and gas industry. As of
March 31, 2018, it had a fleet of over 35 offshore drilling units
that include 12 semi-submersible rigs, 7 drillships, and 16 jack-up
rigs.
On Sept. 12, 2017, Seadrill Limited sought Chapter 11 protection
after reaching terms of a reorganization plan that would
restructure $8 billion of funded debt. It emerged from bankruptcy
in July 2018.
Demand for exploration and drilling has fallen further during the
COVID-19 pandemic as oil firms seek to preserve cash, idling more
rigs and leading to additional overcapacity among companies serving
the industry.
In June 2020, Seadrill wrote down the value of its rigs by $1.2
billion and said it planned to scrap 10 rigs. Seadrill said it is
in talks with lenders on a restructuring of its $5.7 billion bank
debt.
Seadrill Partners LLC, a limited liability company formed by
deep-water drilling contractor Seadrill Ltd. to own, operate and
acquire offshore drilling rigs, along with its affiliates, sought
Chapter 11 protection (Bankr. S.D. Tex. Lead Case No. 20-35740) on
Dec. 1, 2020, after its parent company swept one of its bank
accounts to pay disputed management fees. Mohsin Y. Meghji,
authorized signatory, signed the petitions.
On Feb. 7, 2021, Seadrill GCC Operations Ltd., Asia Offshore
Drilling Limited, Asia Offshore Rig 1 Limited, Asia Offshore Rig 2
Limited, and Asia Offshore Rig 3 Limited sought Chapter 11
protection. Seadrill GCC estimated $100 million to $500 million in
assets and liabilities as of the bankruptcy filing.
Additionally, on Feb. 10, 2021, Seadrill Limited and 114 affiliated
debtors each filed a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code with the Court. The lead case
is In re Seadrill Limited (Bankr. S.D. Tex. Case No. 21-30427).
Seadrill Limited disclosed $7.291 billion in assets against $7.193
billion in liabilities as of the bankruptcy filing.
In the new Chapter 11 cases, Kirkland & Ellis LLP is counsel for
the Debtors. HoulihanLokey, Inc., is the financial advisor.
Alvarez & Marsal North America, LLC, is the restructuring advisor.
The law firm of Jackson Walker L.L.P. is co-bankruptcy counsel.
The law firm of Slaughter and May is co-corporate counsel.
Advokatfirmaet Thommessen AS is serving as Norwegian counsel.
Conyers Dill & Pearman is serving as Bermuda counsel. Prime Clerk
LLC is the claims agent.
SEVEN GENERATIONS: S&P Places 'BB-' ICR on Watch Positive
---------------------------------------------------------
S&P Global Ratings placed its ratings on Seven Generations Energy
Ltd., including its 'BB-' issuer credit rating, on CreditWatch with
positive implications.
Following the close of the transaction and anticipated repayment of
Seven Generations' rated debt, S&P expects to withdraw its ratings
on Seven Generations.
The CreditWatch positive placement reflects S&P Global Ratings'
assessment of the credit profile benefits of Seven Generations'
increased scale of operations in its core Montney basin combined
with the maintenance of strong financial measures following the
combination with Arc Resources (not rated). Arc is a Canadian
exploration and production company with assets primarily in Montney
and a small presence in Cardium. About 76% of Arc's production in
2020 was natural gas, with crude oil, condensate, and natural gas
liquids accounting for the balance.
The transaction is expected to almost double the size of Seven
Generations' production and proved reserves base. S&P said,
"Specifically, we expect pro forma production will increase to
344,000 barrels of oil equivalent (boe) per day from Seven
Generations' current production of about 180,000 boe per day. At
the same time, we expect proved reserves will increase to about
1,340 billion boe relative to current proved reserves of 739
million boe. Although the combined entity will remain concentrated
in the Montney Basin, it will be diversified in terms of product
mix, consisting of 40% liquids and 60% natural gas. We expect the
company's pro forma business risk profile should strengthen within
Seven Generations' current business risk profile."
In addition, the combination of the 100% share transaction and
Arc's low leverage (adjusted funds from operations [FFO]-to-debt
was about 60% as of 2020) and stated intention to maintain
conservative financial measures will allow Seven Generations to
maintain strong financial measures following the acquisition,
including expectation for strong FFO to debt of more than 45%. The
combined entity is expected to generate synergies of about C$110
million annually, which should further support credit measures.
S&P said, "The CreditWatch placement reflects our view that given
the increased scale and projected moderate financial metrics, there
is no downside risk to the rating. We believe there is potential
for ratings upside, but at this time we are unable to quantify the
upside potential to the rating. We intend to resolve the
CreditWatch around the close of the acquisition, which we expect
will occur in the second quarter of 2020. Alternatively, we may
also withdraw our ratings if all rated debt at Seven Generations is
paid off."
SHACKLETON 2019-XV: S&P Assigns Prelim 'BB-' Rating on E-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to the class
A-R, B-R, C-R, D-1-R, and E-R replacement notes from Shackleton
2019-XV CLO Ltd., a collateralized loan obligation (CLO) originally
issued in December 2019 that is managed by Alcentra NY 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.
On the Feb. 18, 2021, refinancing date, the proceeds from the
issuance of the replacement notes are expected to redeem the
original notes. At that time, S&P anticipates withdrawing the
ratings on the original notes and assigning ratings to the
replacement notes. However, if the refinancing doesn't occur, S&P
may affirm the ratings on the original notes and withdraw its
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-R, B-R, C-R, D-1-R, and E-R notes
at a lower spread than the original notes.
-- Issue the replacement class D-2-R notes at a fixed coupon,
replacing the current floating spread.
-- Issue new class X notes at a floating spread.
-- Extend the stated maturity, reinvestment period, non-call
period, and weighted average life test date by two years.
-- Establish a new non-call period with a deadline of Feb. 18,
2022.
-- Allow the deal to purchase bonds up to 5% of the collateral
principal amount upon amendment of the Volker Rule.
The deal is now allowed to purchase workout 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 (O/C) 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 (see table). 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
Shackleton 2019-XV CLO Ltd.
Class X, $1.80 million: AAA (sf)
Class A-R, $255.00 million: AAA (sf)
Class B-R, $49.00 million: AA (sf)
Class C-R (deferrable), $24.00 million: A (sf)
Class D-1-R (deferrable), $11.50 million: BBB- (sf)
Class D-2-R (deferrable), $10.50 million: BBB- (sf)
Class E-R (deferrable), $15.00 million: BB- (sf)
Subordinated notes, $37.75 million: Not rated
SHINKUCASI LLC: $70K Sale of Fort Myers Property to Umanzor Okayed
------------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized Shinkucasi LLC's sale of the real
property located at 4604 Seminole St., in Fort Myers, Florida, Tax
ID No. 04-44-25-05-00023.0210, to Carlos David Umanzor for $70,000,
in accordance with the terms of the "As Is" Residential Contract
for Sale and Purchase.
A hearing on the Motion was held on Feb. 11, 2021, at 11:00 a.m.
The sale is free and clear of any and all liens, claims,
encumbrances and interests.
The Debtor will be responsible for the Closing Costs as further
detailed in the Contract, including commissions payable to MVP as
detailed in the Motion, which will be paid from the proceeds from
the sale at the Closing.
The remainder of the proceeds after payment of the Closing Costs
will be distributed at closing to Wilmington Trust (or its
designee) on account of its lien. The payment received by
Wilmington Trust will be applied to reduce Wilmington Trust's
secured claim. Any disputes as to application of the funds will be
determined by separate order by the Court.
Notwithstanding Bankruptcy Rules 6004(g), 6006(d), and 7062, the
Order is effective and enforceable immediately upon entry and there
is no reason for delay in its implementation.
Attorney Daniel R. Fogarty is directed to serve a copy of the Order
on interested parties who do not receive service by CM/ECF and to
file a proof of service within three days of entry of the Order.
About Shinkucasi LLC
Shinkucasi LLC sought protection for relief under Chapter 11 of
the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 21-00019) on Jan. 10,
2021, listing $500,001 to $1 million in both assets and
liabilities. Daniel R Fogarty, Esq. at Stichter, Riedel, Blain &
Postler, P.A., serves as the Debtor's counsel.
SMITTY'S LAND III: Seeks to Hire Allen Barnes & Jones as Counsel
----------------------------------------------------------------
Smitty's Land III, LLC seeks approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Allen Barnes & Jones,
PLC as its legal counsel.
Allen Barnes & Jones will render these legal services:
(a) provide the Debtor and Sloane McFarland, its principal,
with legal advice regarding the reorganization;
(b) represent the Debtor in connection with negotiations
involving secured and unsecured creditors;
(c) represent the Debtor at hearings set by the court in the
Debtor's Chapter 11 case; and
(d) prepare legal papers.
The hourly rates of the individuals designated to represent the
Debtor are as follows:
Thomas H. Allen, Member $425
Hilary L. Barnes, Member $425
Michael A. Jones, Member $425
Philip J. Giles, Member $350
David B. Nelson, Associate $300
Cody D. Vandewerker, Associate $315
Legal Assistants and Law Clerks $135 - $205
The firm received a retainer of $15,000 from B. Pasqualetti, LLC, a
third-party, after the filing of the case.
Thomas Allen, Esq., a partner at Allen Barnes & Jones, 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:
Thomas H. Allen, Esq.
David B. Nelson, Esq.
Allen Barnes & Jones, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Telephone: (602) 256-6000
Facsimile: (602) 252-4712
Email: tallen@allenbarneslaw.com
dnelson@allenbarneslaw.com
About Smitty's Land III
Smitty's Land III, LLC is a single asset real estate (as defined in
11 U.S.C. Section 101(51B)).
Smitty's Land III filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. D. Ariz. Case No.
21-00315) on Jan. 17, 2021. Sloane McFarland, managing member,
signed the petition. At the time of the filing, the Debtor
disclosed $1 million to $10 million in both assets and liabilities.
Allen Barnes & Jones, PLC serves as the Debtor's legal counsel.
SMITTY'S LAND: Seeks to Hire Allen Barnes & Jones as Counsel
------------------------------------------------------------
Smitty's Land, LLC seeks approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Allen Barnes & Jones, PLC as
its legal counsel.
Allen Barnes & Jones will render these legal services:
(a) provide the Debtor and Sloane McFarland, its principal,
with legal advice regarding the reorganization;
(b) represent the Debtor in connection with negotiations
involving secured and unsecured creditors;
(c) represent the Debtor at hearings set by the court in the
Debtor's Chapter 11 case; and
(d) prepare legal papers.
The hourly rates of the individuals designated to represent the
Debtor are as follows:
Thomas H. Allen, Member $425
Hilary L. Barnes, Member $425
Michael A. Jones, Member $425
Philip J. Giles, Member $350
David B. Nelson, Associate $300
Cody D. Vandewerker, Associate $315
Legal Assistants and Law Clerks $135 - $205
The firm received a retainer of $10,000 from B. Pasqualetti, LLC, a
third-party, after the filing of the case.
Thomas Allen, Esq., a partner at Allen Barnes & Jones, 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:
Thomas H. Allen, Esq.
David B. Nelson, Esq.
Allen Barnes & Jones, PLC
1850 N. Central Ave., Suite 1150
Phoenix, AZ 85004
Telephone: (602) 256-6000
Facsimile: (602) 252-4712
Email: tallen@allenbarneslaw.com
dnelson@allenbarneslaw.com
About Smitty's Land
Smitty's Land, LLC is a single asset real estate (as defined in 11
U.S.C. Section 101(51B)).
Smitty's Land filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 21-00510) on
Jan. 25, 2021. Sloane McFarland, managing member, signed the
petition. At the time of the filing, the Debtor disclosed $1
million to $10 million in both assets and liabilities.
Allen Barnes & Jones, PLC serves as the Debtor's legal counsel.
STANLEY-TRAFTON: Gets Court Approval to Hire Northeast Appraisal
----------------------------------------------------------------
Stanley-Trafton Holdings, LLC received approval from the U.S.
Bankruptcy Court for the District of Maine to hire Northeast
Appraisal, Inc. as its appraiser.
The firm's services will include:
-- providing an opinion of market value for the real property
located at 481 Brownfield Road, Porter, Maine, and preparing an
appraisal reports for the real property; and
-- preparing for and providing testimony.
The firm will receive $3,500 as compensation for appraisal
services, and $150 per hour for testimonial services.
Paul Cloutier of Northeast Appraisal, disclosed in a court filing
that the firm is a "disinterested person" as that phrase is defined
in Sections 101(14) and
1107(b) of the Bankruptcy Code.
The firm can be reached through:
Paul Cloutier
Northeast Appraisal, Inc.
14 Whitehall Ave.
South Portland, ME 04106
Phone: +1 207-699-2808
About Stanley-Trafton
Stanley-Trafton Holdings, LLC, is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It owns approximately
40 acres of real property on Stanley Pond on the border of Porter
and Hiram, Maine, on which an affiliate, MPR Summers Inc., operates
Maine Teen Camp, Maine's only accredited camp for adolescents.
In May of 2020 during the initial surge of the COVID pandemic, in
consultation with medical and industry experts, camper families and
professional colleagues, the Debtor and MPR made the decision to
suspend the summer 2020 camp season out of concern for the health
of campers, staff and the community.
Stanley-Trafton Holdings sought Chapter 11 protection (Bankr. D.
Maine Case No. 20-20389) on Oct. 20, 2020. The Debtor was
estimated to have $1 million to $10 million in assets and
liabilities as of the bankruptcy filing.
Judge Michael A. Fagone oversees the case.
Bernstein, Shur, Sawyer & Nelson, P.A., led by Adam R. Prescott, is
the Debtor's legal counsel.
STANLEY-TRAFTON: March 19 Plan Confirmation Hearing Set
-------------------------------------------------------
On Dec. 23, 2020, debtor Stanley-Trafton Holdings, LLC, filed with
the U.S. Bankruptcy Court for the District of Maine an Amended
Disclosure Statement with respect to Plan of Reorganization.
On Feb. 5, 2021, Judge Michael A. Fagone approved the Amended
Disclosure Statement and ordered that:
* March 19, 2021, at 9:30 a.m. by video conference technology
is the hearing on confirmation of the Plan.
* March 5, 2021, at 5:00 p.m. is the deadline for filing and
serving written objections to confirmation of the Plan.
* March 12, 2021, at 5:00 p.m. is the deadline for filing and
serving written responses to the objections.
* March 12, 2021, at 10:00 a.m. is the hearing to consider and
determine all Rule 3018(a) Motions.
* March 5, 2021, at 5:00 p.m. is the deadline to submit
ballots for accepting or rejecting the Plan to be counted as
votes.
A full-text copy of the order dated Feb. 5, 2021, is available at
https://bit.ly/2NnysHd from PacerMonitor.com at no charge.
Attorney for Debtor:
Kaitlyn M. Husar, Esq.
D. Sam Anderson, Esq.
Adam R. Prescott, Esq.
BERNSTEIN, SHUR, SAWYER & NELSON
100 Middle Street, P.O. Box 9729
Portland, ME 04104
Telephone: (207) 774-1200
Facsimile: (207) 774-1127
About Stanley-Trafton
Stanley-Trafton Holdings, LLC, is a Single Asset Real Estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It owns approximately
40 acres of real property on Stanley Pond on the border of Porter
and Hiram, Maine, on which an affiliate, MPR Summers Inc. ("MPR"),
operates Maine Teen Camp, Maine's only accredited camp for
adolescents.
In May of 2020 during the initial surge of the COVID pandemic, in
consultation with medical and industry experts, camper families,
and professional colleagues, the Debtor and MPR made the decision
to suspend the summer 2020 camp season out of concern for the
health of campers, staff, and the community.
Stanley-Trafton Holdings, LLC, sought Chapter 11 protection (Bankr.
D. Maine Case No. 20-20389) on Oct. 20, 2020. The Debtor was
estimated to have $1 million to $10 million in assets and
liabilities as of the bankruptcy filing. BERNSTEIN, SHUR, SAWYER &
NELSON, P.A., led by Adam R. Prescott, is the Debtor's counsel.
STEEL DYNAMICS: Egan-Jones Hikes Senior Unsecured Ratings to BB+
----------------------------------------------------------------
Egan-Jones Ratings Company, on January 29, 2021, upgraded the
foreign currency and local currency senior unsecured ratings on
Debt issued by Steel Dynamics Incorporation to BB+ from BB.
Headquartered in Fort Wayne, Indiana, Steel Dynamics, Inc. is a
diversified carbon-steel producer and metals recycler in the United
States.
TALBOTS INC: Moody's Lower CFR to Caa3, Outlook Negative
--------------------------------------------------------
Moody's Investors Service downgraded The Talbots, Inc.'s corporate
family rating to Caa3 from B3, probability of default rating to
Caa3-PD from B3-PD and senior secured term loan rating to Caa3 from
B3. The outlook remains negative.
The downgrades reflect Moody's expectations for weak liquidity,
including negative free cash flow, high ABL revolver borrowings,
and upcoming debt 2022 maturities. Talbots' term loan is due on
November 28, 2022 and its asset-based revolving credit facility
expires on October 31, 2022. Ongoing work-from-home trends and the
still uncertain timing of when social distancing restrictions will
be lifted have extended Moody's expected timeframe for the
company's recovery. Talbots operating performance remained weak
after its stores reopened in the summer of 2020 because physical
store traffic and overall apparel spending among Talbots' target
customers, women ages 45-65, has been slow to recover, particularly
in formal clothing categories. As a result, year-to-date 3Q 2020
revenue declined roughly 40% and EBITDA was negative. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
Moody's took the following rating actions for The Talbots, Inc.:
Corporate Family Rating, Downgraded to Caa3 from B3
Probability of Default Rating, Downgraded to Caa3-PD from B3-PD
Senior Secured Bank Credit Facility, Downgraded to Caa3 (LGD4)
from B3 (LGD3)
Outlook, Remains Negative
RATINGS RATIONALE
Talbots' Caa3 CFR reflects the company's high default risk as a
result of its weak operating performance and liquidity, driven by
the coronavirus pandemic. Talbots' credit profile is further
constrained by its small size and operations in the women's apparel
sector, which is characterized by fashion risk, intense competition
and significant exposure to changes in discretionary consumer
spending. The rating also reflects governance considerations,
specifically the company's ownership by a private equity sponsor,
which raises the risk of shareholder-friendly financial strategies.
In addition, as a retailer, Talbots needs to make ongoing
investments in social and environmental drivers including
responsible sourcing, product and supply sustainability, privacy
and data protection. Talbots' credit profile is supported by its
established brand name with a history of over 70 years, and loyal
customer base.
The negative outlook reflects the company's weak liquidity and high
risk of near term debt restructuring.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded in the event of a debt
restructuring or if Moody's recovery estimates deteriorate.
The ratings could be upgraded if liquidity improves and the company
addresses its near-term maturities.
Headquartered in Hingham, Massachusetts, The Talbots, Inc. is a
multi-channel retailer of women's apparel, focusing on the 45-65
year old demographic. Talbots was acquired by Sycamore Partners in
August 2012. Talbots operated about 537 stores and reported revenue
of approximately $951 million for the twelve months ended October
31, 2020.
The principal methodology used in these ratings was Retail Industry
published in May 2018.
TELESAT CANADA: S&P Places 'BB-' ICR on CreditWatch Negative
------------------------------------------------------------
S&P Global Ratings placed its ratings on Telesat Canada, including
its 'BB-' issuer credit rating on the company, on CreditWatch with
negative implications.
S&P plans to resolve the CreditWatch placement following its review
of the company's funding mix and capitalization, liquidity, and an
assessment of the LEO constellation's business characteristics and
growth prospects.
The Lightspeed investment will likely pressure the company's credit
measures in the near term.
Telesat Canada's recent announcement of the company's capital
investment plan of about US$5 billion for Lightspeed (about 300
satellites) will likely lead to peak consolidated debt leverage
measures in the high single-digit area (includes restricted
subsidiary debt at the legacy business and unrestricted subsidiary
debt for the proposed LEO business), before the network starts
generating meaningful cash flows. S&P said, "We anticipate the
company will finance Lightspeed with about 60% debt and the
remaining 40% from monetizing spectrum assets, existing cash on
hand, free cash flow from the core fixed satellite service
business, and potential new equity issuance. We have assumed
capital expenditure (capex) for the LEO deployment to be front-end
loaded, with a major portion of capex being spent over the next few
years. Leverage could start improving once Lightspeed provides a
full global service offering, which is being targeted by 2024, when
Telesat Canada aims to target growth areas, mainly focused on
enterprise customers (for example, aerospace, maritime, government
services, and backhaul connectivity for the mobile network
operators)."
S&P expects to resolve the CreditWatch placement once it receives
additional information about funding plans and following a review
of Telesat Canada's business characteristics and liquidity
position.
THOMAS CROW: Cobra Golf Founder's Account Protected from Creditors
------------------------------------------------------------------
Daniel Gill of Bloomberg Law reports that the $2 million bank
account belonging to Cobra Golf founder Thomas Crow and his wife
Carol-Ann is outside the reach of Crow's creditors in his Chapter 7
bankruptcy, the Tenth Circuit held.
The account was carefully set up and maintained as a tenancy by the
entirety, which protects property jointly owned by a married couple
from collection by the creditors of just one spouse in states that
recognize it, the U.S. Court of Appeals for the Tenth Circuit said
Friday, Feb. 12, 2021.
The ruling blocks the Chapter 7 trustee in Crow's bankruptcy case
from accessing the account.
"On the merits, we affirm. Applying Wyoming law, we conclude the
Crows jointly held the Fidelity account with a right of
survivorship -- known as a "tenancy by the entirety" at common law
-- and was therefore exempt from the bankrupt estate. We further
conclude the tenancy by the entirety was not severed by the Crows'
subsequent conduct.
Thomas and Carol Crow resided in a home in Jackson, Wyoming. That
property was sold in 2015 for approximately $10 million, resulting
in $5.2 million in net proceeds. Of that amount, $1.5 million was
applied to a new home in Jackson. The remaining approximately
$3.7 million was placed in a Fidelity account. The Fidelity
account was opened in April 2015. Their son-in-law, Jeff Marvin,
who handled the paperwork, went to great lengths in his discussions
with Fidelity representatives to ensure that any funds placed in
the account would be held as a tenancy by the entirety.
The case is Radiance Capital v. Crow, Case No. 19-8082, U.S. Court
of Appeals, 10th Cir.
A copy of the Feb. 12, 2021 opinion is available at:
https://www.ca10.uscourts.gov/opinions/19/19-8082.pdf
About Thomas L. Crow
Tom Crow was the legendary figure in golf equipment manufacturing
who founded Cobra golf and its revolutionary Baffler utility club.
Thomas Crow made his fortune as the founder of Cobra Golf.
Unfortunately, he trusted his finances to an advisor who was later
convicted of fraud.
As a result, Crow's net worth was substantially depleted, leaving
him with significant debt, including a judgment obtained by
Radiance against Crow in the amount of $2.8 million. When Radiance
sought to garnish the Fidelity account, Crow filed for bankruptcy
protection under Chapter7 of the Bankruptcy Code.
According to PacerMonitor.com, Thomas L. Crow filed a Chapter 7
petition (Bankr. D. Wyo. Case No. 17-20280) on Apr 18, 2017.
As widely reported, Mr. Crow passed away in January 2021 at the age
of 88.
TIDEWATER ESTATES: Moran Offers $380K for 106-Acre Hancock Property
-------------------------------------------------------------------
Tidewater Estates, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to authorize the sale of
approximately 106 Acres in Section 24, T7S-R14W, Hancock County,
Mississippi, lying North of the Kiln-Delisle Road, identified on
the 2020 Allen Purvis Appraisal as Parcel No. 2 and parts of
Parcels No. 3 and 4, to Donald Moran, III for $3,584.90 per acre or
for a total sale price of approximately $380,000.
At the time of the filing of the Petition, the Debtor was the owner
of a parcel of real property located in Hancock County,
Mississippi, immediately North of the City of Diamondhead,
Mississippi. It into a Contract for the Sale and Purchase of Real
Estate dated Jan. 19, 2021, to sell to the Buyer. The purchase
price of the Property would be $3,584.90 per acre for approximately
106 Acres, depending on a survey, for a total sale price of
approximately $380,000.
If approved by the Court, the sale of the property will be closed
by March 12, 2021.
As set forth in the Contract, the Debtor has agreed that the
following expenses, charges and fees should be paid from the
proceeds of the sale:
a. A Real Estate Commission of 10% of the sale price to
Paulette Snyder with Re/Max Coast Delta Realty, as the listing
broker, and to Cynthia Rush with the same firm as the selling
broker.
b. Taxes due for 2020 and prior years.
c. Prorated taxes for 2021 to the date of closing.
d. The remainder of the proceeds will be paid towards the
secured loan held by Gulf Coast Bank and Trust Co. firstly, then
any remaining proceeds will be paid toward secured loan of Celeste
Bertucci McShane and then the secured loan of Bryan J. Bertucci, in
that order.
The Purchaser has agreed to pay all closing costs and to pay for a
survey.
A real estate commission will become due on the sale to Paulette
Snyder, Cynthia Rush, and RE/Max Coast Delta Realty, and the Debtor
will apply for authority to employ said Paulette Snyder and Re/Max
Coast Delta Realty for the bankruptcy estate prior to the closing
date.
The sale contemplated by the Motion should release the Property
from all existing liens and transfer such lien to the proceeds of
sale.
Interested party and alleged creditor, Gregory E. Bertucci, filed a
Lis Pendens Notice with the Chancery Clerk of Hancock County,
Mississippi on Dec. 30, 2015, recorded at Lis Pendens Book 2015,
Page 45, which, until cancelled in whole or in part, manifests a
lien on all of the Debtors real property, including the property
proposed to be sold.
Gregory E. Bertucci has filed a claim, (Claim No. 1), in the case
for $364,378.02, to which the Debtor has objected as barred by the
applicable statutes of limitations, not supported by documentation
and improperly submitted (in part) on behalf of third parties, via
Adversary Proceeding No. 20-06032-KMS before the Court. Said
Adversary Proceeding also requests that the Court determine its
validity and extent of the alleged lien manifested by the
aforementioned lis pendens notice, and find that the lis pendens is
invalid and should be cancelled in its entirety.
After the sale of the 106 acres sought to be sold, the Debtor will
have property of adequate value to pay all of its obligations, and
to protect the claim of Gregory E. Bertucci in the event it is
determined to be valid. The value of the remaining property will
be, according to the Sept. 1, 2020 Appraisal of Allen Purvis &
Associates, jointly commissioned by the Debtor and Gregory E.
Bertucci, in excess of $1.8 million.
The Debtor prays that the Court will enter the Order authorizing
the sale of the real property to the Buyer pursuant to the
Contract, provided payment is made as described in the Contract.
It further prays that the Court authorizes that the Property be
sold free and clear of all liens, and to make a finding that the
purchaser is a good faith purchaser as contemplated by 11 U.S.C.
Section 363(m).
A copy of the Contract is available at https://tinyurl.com/2q7cmm4p
from PacerMonitor.com free of charge.
About Tidewater Estates, Inc.
Tidewater Estates, Inc. filed its voluntary petition for relief
under CHapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case
No.
20-50955) on June 9, 2020. In the petition signed by Emile A.
Bertucci, III, director, secretary/treasurer, the Debtor estimated
$1 million to $10 million in assets and $500,000 to $1 million in
liabilities. The Debtor is represented by Patrick Sheehan, Esq. at
SHEEHAN AND RAMSEY, PLLC.
TIDEWATER ESTATES: Powell Offers $120K for 40-Acre Hancock Property
-------------------------------------------------------------------
Tidewater Estates, Inc., asks the U.S. Bankruptcy Court for the
Southern District of Mississippi to authorize the sale of
approximately 40 acres in Section 13, T7S-R14W, Hancock County,
Mississippi, lying North of Kiln-Delisle Road identified on the
2020 Appraisal as Parcel 1, to Matthew Powell for $3,000 per acre
or for a total sale price of approximately $120,000.
At the time of the filing of the Petition, the Debtor was the owner
of a parcel of real property located in Hancock County,
Mississippi, immediately North of the City of Diamondhead,
Mississippi. It into a Contract for the Sale and Purchase of Real
Estate dated Jan. 15, 2021, to sell to the Buyer. The Purchase
Price would be $3,000 per acre for approximately 40 Acres,
depending on a survey for a total sale price of approximately
$120,000.
If approved by the Court, the sale of the property will be closed
by March 29, 2021.
As set forth in the Contract, the Debtor has agreed that the
following expenses, charges and fees should be paid from the
proceeds of the sale:
a. A Real Estate Commission of 10% of the sale price to
Paulette Snyder with Re/Max Coast Delta Realty, as the listing
broker, and to Cynthia Rush with the same firm as the selling
broker.
b. Taxes due for 2020 and prior years.
c. Prorated taxes for 2021 to the date of closing.
d. The remainder of the proceeds will be paid towards the
secured loan held by Gulf Coast Bank and Trust Company firstly,
then any remaining proceeds will be paid toward secured loan of
Celeste Bertucci McShane and then the secured loan of Bryan J.
Bertucci, in that order.
The Purchaser has agreed to pay for a survey. The Debtor and the
Purchaser have agreed to split closing costs.
A real estate commission will become due on the sale to Paulette
Snyder, Cynthia Rush, and RE/Max Coast Delta Realty, and the Debtor
will apply for authority to employ said Paulette Snyder and Re/Max
Coast Delta Realty for the bankruptcy estate prior to the closing
date.
The sale contemplated by the Motion should release the Property
from all existing liens and transfer such lien to the proceeds of
sale.
Interested party and alleged creditor, Gregory E. Bertucci, filed a
Lis Pendens Notice with the Chancery Clerk of Hancock County,
Mississippi on Dec. 30, 2015, recorded at Lis Pendens Book 2015,
Page 45, which, until cancelled in whole or in part, manifests a
lien on all of the Debtors real property, including the property
proposed to be sold.
Gregory E. Bertucci has filed a claim, (Claim No. 1), in the case
for $364,378.02, to which the Debtor has objected as barred by the
applicable statutes of limitations, not supported by documentation
and improperly submitted (in part) on behalf of third parties, via
Adversary Proceeding No. 20-06032-KMS before the Court. Said
Adversary Proceeding also requests that the Court determine its
validity and extent of the alleged lien manifested by the
aforementioned lis pendens notice, and find that the lis pendens is
invalid and should be cancelled in its entirety.
After the sale of the 40 acres sought to be sold, the Debtor will
have property of adequate value to pay all of its obligations, and
to protect the claim of Gregory E. Bertucci in the event it is
determined to be valid. The value of the remaining property will
be, according to the Sept. 1, 2020 Appraisal of Allen Purvis &
Associates, jointly commissioned by the Debtor and Gregory E.
Bertucci, in excess of $1.8 million.
The Debtor prays that the Court will enter the Order authorizing
the sale of the real property to the Buyer pursuant to the
Contract, provided payment is made as described in the Contract.
It further prays that the Court authorizes that the Property be
sold free and clear of all liens, and to make a finding that the
purchaser is a good faith purchaser as contemplated by 11 U.S.C.
Section 363(m).
A copy of the Contract is available at https://tinyurl.com/zkffqzcd
from PacerMonitor.com free of charge.
About Tidewater Estates, Inc.
Tidewater Estates, Inc. filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case
No.
20-50955) on June 9, 2020. In the petition signed by Emile A.
Bertucci, III, director, secretary/treasurer, the Debtor estimated
$1 million to $10 million in assets and $500,000 to $1 million in
liabilities. The Debtor is represented by Patrick Sheehan, Esq. at
SHEEHAN AND RAMSEY, PLLC.
US REAL ESTATE: Trustee Sets Sales Procedures for Properties
------------------------------------------------------------
Eric L. Johnson, in his capacity as Chapter 11 Trustee for the US
Real Estate Equity Builder Dayton, LLC, asks the U.S. Bankruptcy
Court for the District of Kansas to (a) approve the bid procedures,
(b) approve the form and manner of notice of the Bid Procedures,
the Sale Hearing, the Objection Deadline, the respective dates,
times and places for an auction, if required under the Bid
Procedures (Exhibit B), (c) approve the Form APA (Exhibit C), (d)
establish procedures for objections to the Sale Motion, and (e) set
a hearing on the Sale Motion. A proposed Bid Procedures Order
(Exhibit D).
On Feb. 1, 2021, the Trustee submitted a proposed non-binding term
sheet to several of the major lenders in the case which
contemplates the sale of the Properties by auction. His goal is to
have the sales of the Properties approved by the end of April 2021.
He has started to receive various comments to his initial
proposal.
In light of the Trustee's end of April goal in the case, the
Trustee is filing the Motion now given the necessary approvals that
are required with respect to bankruptcy sales. However, he
anticipates there will be comments to the Bid Procedures and he
remains committed to resolving concerns raised by the various
parties in interest and reserves the right to modify the Bid
Procedures prior to the initial hearing identified.
The Debtors own a number of properties as part of their "turnkey"
real estate transactions where Debtors or one of its affiliates
purchased residential or commercial property, remodeled it, placed
a tenant in the property, and then sold the property.
According to Debtors' schedules, various lenders ("Secured
Parties") may assert a security interest in their Properties,
include, but not limited to the following:
a. Debtor USREEB: PS Funding, Inc. - 5342 Clark Drive,
Roeland Park, Kansas,
b. Debtor USREEB: PS Funding, Inc. - 4740 Roanoke Pkwy #901,
Kansas City, Missouri,
c. Debtor USREEB: PS Funding, Inc. - 440 East 63rd Street,
Kansas City, Missouri,
d. Debtor USREEB: Joseph and Carolyn Winblad - 310 S
Jefferson Street, Dayton, Ohio, and
e. Debtor USREEB Dayton: Lending Home Financial 1680
Chartwell, Dayton, Ohio.
Pre-petition, the Debtors engaged brokers to market several of the
Properties. Pre-petition, USREEB Dayton engaged Agora Realty Group
to market a number of properties, including the following
properties: 1962 Catalina Avenue, Cincinnati, Ohio; 312-314
Pointview Avenue, Dayton, Ohio; 331 West Rahn Road, Dayton, Ohio;
18 Woodsdale Road, Dayton, Ohio; 1027 Watervliet Ave, Dayton, Ohio;
1519 Smithville Road, Dayton, Ohio; 1923 Riverside Drive, Dayton,
Ohio; 1221 Oakwood Avenue, Dayton, Ohio; 416-420 Bellbrook Ave,
Xenia, Ohio; 426-430 Bellbrook Ave, Xenia, Ohio; and 735-739
Bellbrook Ave, Xenia, Ohio.
Pre-petition, USREEB engaged Crest Commercial Realty to market the
property located at 310 S Jefferson Street, Dayton, Ohio.
Pre-Petition, Debtors also received an offer for the property
located at 111 Lightner, Dayton, Ohio.
Since his appointment, the Trustee has received inquiries from
multiple entities interested in purchasing one or more of the
Properties.
Contemporaneously with the Motion, the Trustee is filing his Motion
to Employ the Broker to assist with the sale process as it relates
to several of the Ohio properties. Further, he may seek to employ
such other real estate or sale agent(s) related to the various
properties in Missouri and Kansas as part of the sale process.
The Trustee proposes to effectuate a sale of the Properties to the
highest bidder, or bidders, by a form of asset purchase agreement
(as amended from time to time). The Form APA will provide for,
among other things, the sale of the Properties, or portions
thereof, free and clear of any and all liens, claims, encumbrances
and other interests. Trustee proposes to effectuate the
Transaction(s) via the process and procedures outlined in the Bid
Procedures in order to determine the highest and best bidder or
bidders to enter into the Transaction(s).
Summary of Key Deadlines and Events
a. Transaction Notice - Within 7 days of the entry of the
Order
b. Senior Lien Notification - 14 days after entry of the Bid
Procedures Order, 5:00 p.m. (CT)
c. Senior Liens Posted - 16 days after entry of the Bid
Procedures Order, 11:59 p.m. (CT)
d. Credit Bidding Lien Challenge - 21 days after entry of
the Bid Procedures Order], 11:59 p.m. (CT)
e. Hearing on Credit Bid Challenges - To be determined by
the Court
e. Bid Deadline - 30 days after entry of the Bid Procedures
Order, 5:00 p.m. (CT)
f. Auction - 44 days after entry of the Bid Procedures
Order, 9:30 a.m. (CT)
g. Sale Hearing Objection Deadline - Two days before the
Sale Hearing, 5:00 p.m. (CT)
h. Sale Hearing - To be determined by the Court
The Trustee asks that an initial hearing on the Motion be set on or
before March 1, 2021 to approve the procedures described herein
including, without limitation, the Bid Procedures. He also asks
that a final hearing on the Sale Motion be set to grant the
remaining relief sought.
If more than one Qualified Bid is submitted for the Properties in
accordance with the Bid Procedures, the Trustee will conduct an
auction. He will notify all Qualified Bidders who have submitted
Qualified Bids of the date and time of the Auction.
Prior to the Auction, the Trustee will evaluate the Qualified Bids
and select the Qualified Bid or combination of Qualified Bids that
the Trustee determines in his business judgment to be the highest
or best Qualified Bid(s) for the assets of the Debtors' estates.
He will give each of the Auction Participants notice of the Initial
Highest Bid and a copy of such Bid prior to the scheduled start of
the Auction.
At the commencement of the Auction, the Trustee will formally
announce the Initial Highest Bid(s) and the assets to which they
relate. All Qualified Bids at the Auction will be based on and
increased therefrom, and thereafter made in minimum increments
higher than the previous Qualified Bid in an amount to be
established by the Trustee in consultation with the Lenders and the
Committee.
Under the Bid Procedures, Senior Lienholders will not be required
to submit a purchase agreement or other deliverables or
documentation to the Trustee, but the Senior Lienholder will need
to submit its initial credit bids to the Trustee by Senior Lien
notification date set in the Bid Procedures.
The Trustee is not seeking to sell the Properties free and clear of
any interest that the Debtors' residential tenants may have in the
Properties. The Form APA contemplates that the Trustee will
transfer Properties to the Successful Bidder(s) subject to the
residential tenants' interests in the Properties.
The Trustee is proposing to include in the Transaction Notice a
separate notice to all non-debtor parties to unexpired leases and
executory contracts of the potential assumption and assignment, or
rejection, of unexpired leases and executory contracts, including
schedules detailing Trustee's calculation of the amount, if any,
necessary to cure any default or compensate for any actual
pecuniary loss in accordance with Section 365(b)(1)(A) and (B) of
the Bankruptcy Code.
Finally, the Trustee asks that each Sale Order be effective
immediately upon entry of such order and that the 14-day stay under
Bankruptcy Rules 6004(h) and 6006(d) be waived.
A copy of the Exhibits is available at https://tinyurl.com/3uzt3wnz
from PacerMonitor.com free of charge.
About US Real Estate Equity Builder Dayton
US Real Estate Equity Builder Dayton LLC is primarily engaged in
renting and leasing real estate properties.
US Real Estate Equity Builder Dayton filed its voluntary petition
for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Kan.
Case No. 20-21359) on Oct. 2, 2020. US Real Estate President Sean
Tarpenning signed the petition.
At the time of filing, the Debtor disclosed $6,754,000 in assets
and $5,455,938 in liabilities.
Phillips & Thomas, LLC serves as the Debtor's legal counsel.
VF CORPORATION: Egan-Jones Lowers Sr. Unsecured Ratings to BB+
--------------------------------------------------------------
Egan-Jones Ratings Company, on February 1, 2021, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by VF Corporation to BB+ from BBB-.
Headquartered in Denver, Colorado, VF Corporation is an
international apparel company.
VILLAGE ON THE ISLE: Fitch Lowers $110MM 2016 Bonds 2016 to 'BB+'
-----------------------------------------------------------------
Fitch Ratings has downgraded to 'BB+' from 'BBB-' approximately
$110 million in revenue improvement bonds series 2016, 2017A,
issued by Sarasota County Health Facilities Authority and 2019
issued by the City of Venice, FL on behalf of Village on the Isle
(VOTI).
The Rating Outlook is revised to Stable from Negative.
SECURITY
The bonds are secured by a pledge of gross revenues, a security
interest in obligated group facilities, and debt service reserve
funds.
KEY RATING DRIVERS
WEAKER OPERATIONS AND LIQUIDITY: The rating downgrade is primarily
driven by the deterioration in VOTI's profitability in 2020 (fiscal
year-end is Dec. 31), which has resulted in stagnated growth in the
community's already weak liquidity profile. VOTI ended 2020 with an
operating ratio of 116% compared to 108% in 2019 and 97.8% in 2018
and its cash-to-debt has remained at or below 30% over the last
four years, with recent improvement attributable mainly to COVID-19
relief funds and unrealized gains on investments.
While Fitch believes VOTI will eventually benefit from the
additional revenues of its recent expansion project, the downgrade
reflects expectations for sustained pressure on its key operating
and liquidity metrics over the next several years, driven by
previous occupancy disruptions caused by the prior expansion of its
capital project beyond its original scope and exacerbated by the
coronavirus pandemic, coupled with elevated capital expenditure in
2020.
SOFT ALU/SNF OCCUPANCY REMAINS A CONCERN: VOTI has historically
reported solid independent living unit (ILU) occupancy at or just
above 90% (including in The Emerald Terrace, its recently opened
ILU expansion project) and benefited from limited competition from
other full continuum of care providers in primary market area of
Venice, Florida. However, VOTI's assisted living unit (ALU) and
skilled nursing facility (SNF) occupancy remains under budget, a
situation that is likely to remain volatile over the near-term due
to the added stress of the coronavirus pandemic.
ELEVATED LONG-TERM LIABILITIES: As a result of the project debt,
VOTI's debt burden is elevated as evidenced by MADS equating to a
high 22.1% of 2020 revenues. This is weaker than the BIG median of
16.4% and consistent with Fitch's expectations for VOTI's leverage
metrics in 2021 and 2022.
ASYMMETRIC RISK FACTORS: There are no asymmetric risk factors
affecting this rating determination.
RATING SENSITIVITIES
Factor that could, individually or collectively, lead to positive
rating action/upgrade:
-- Rating improvement is unlikely over the Outlook period due to
potential for softer near-term results related to the
coronavirus pandemic. Over the longer term, improvement in
liquidity metrics to levels more consistent with 'BBB'
category medians of 70% cash to debt or greater could support
a higher rating.
Factor that could, individually or collectively, lead to negative
rating action/downgrade:
-- Fitch expects VOTI will maintain its 'BB+' rating throughout
its baseline coronavirus stress scenario, but a prolonged or
more severe downside case that further weakens core
profitability, or further depletes liquidity would negatively
pressure the rating.
-- Though not expected, the issuance of additional debt or
deterioration in unrestricted reserves such that cash to debt
decreases below 25%.
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
VOTI operates a life plan community located in Venice, FL
approximately 75 miles south of Tampa on Florida's Gulf Coast. With
the recent additions, the community now consists of 247 ILUs, 48
ALUs and 16 Memory Care units, and 64 licensed SNF beds at the new
Health Center. Eight of the 64 SNF beds are leased to a hospice
agency.
VOTI offers several contract types; Type-B contracts with either a
10% discount on AL and SNF services (Traditional), or unlimited
assisted living services and 30 free days of skilled nursing each
year for temporary care in a fully-amortizing Type-B contract plan
(Enhanced Living). The Traditional contract option was not offered
between 2019 and early 2021. In January 2019, VOTI began offering a
Life Care Contract which is a fully-amortizing Type A contract
where residents receive unlimited ALU and Health Center care
access. As of Dec. 31, 2020, 56% of contract agreements were
Traditional (mostly non-refundable), 22% Enhanced Living and 22%
Life Care. Refunds are not subject to resale requirements but VOTI
has limited exposure to refundable contracts. In fiscal 2020, VOTI
had total revenues of approximately $26.6 million.
Ongoing Capital Projects
In fiscal 2018 and 2019, VOTI embarked on a large repositioning of
its then 35-year old campus, primarily funded with bond proceeds.
The construction included 46 new ILUs (the Emerald Terraces), the
renovation of its ALU and Memory Care units in a five-story
building (the Lofts, formerly known as Mark Manor), and the
construction of a new Health Center to replace the older SNF
building.
The Emerald Terraces opened in June 2019 and are currently 95%
occupied. VOTI continues to renovate its older ILU buildings, with
an estimated 50% of its older ILUs completed, and reports strong
demand for these renovated units.
On the other hand, VOTI's ALU and SNF occupancy suffered some
disruption in 2018 and early 2019 when the project expanded beyond
its original scope and construction required taking up to a floor
and a half offline at a time (each floor has 20-22 units).
Expectations for improvement in healthcare occupancy were severely
hampered by the operational disruptions related to the coronavirus
pandemic. As a result, as of Dec. 31, 2020, VOTI's ALU occupancy
was 89%, below its budgeted projection of 95% and SNF occupancy was
similarly weak at 73% compared to a budget of 94%. ALU and SNF
occupancy is expected to remain volatile in the near-term as the
coronavirus pandemic continues to resolve.
DEBT PROFILE
VOTI's debt profile consists entirely of fixed rate bonds. VOTI
does not have any outstanding swaps.
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.
VISTAGEN THERAPEUTICS: Posts $5.6 Million Net Loss in Third Quarter
-------------------------------------------------------------------
VistaGen Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
attributable to common stockholders of $5.65 million on $313,600 of
total revenues for the three months ended Dec. 31, 2020, compared
to a net loss attributable to common stockholders of $6.28 million
on zero revenue for the three months ended Dec. 31, 2019.
For the nine months ended Dec. 31, 2020, the Company reported a net
loss attributable to common stockholders of $12.76 million on
$647,600 of total revenues compared to a net loss attributable to
common stockholders of $18.44 million on zero revenue for the nine
months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $109.27 million in total
assets, $15.46 million in total liabilities, and $93.81 million in
total stockholders' equity.
Research and development expense increased from $3.0 million to
$3.5 million for the quarters ended Dec. 31, 2019 and 2020,
respectively. Cash compensation for the quarter ended Dec. 31, 2020
increased by approximately $0.3 million and was offset by a similar
decrease in noncash stock-based compensation for the same period
compared to expenses in the quarter ended Dec. 31, 2019. PH94B and
PH10 development expenses increased by approximately $1.5 million
in the quarter ended Dec. 31, 2020 compared to expense for the
quarter ended Dec. 31, 2019 as drug substance and drug product
manufacturing preceding clinical trials advanced. AV-101-related
expenses decreased primarily due to the completion of the Company's
multi-center Phase 2 study of AV-101 for the adjunctive treatment
of major depressive disorder in the quarter ended Dec. 31, 2019.
General and administrative expense decreased to approximately $2.1
million from approximately $2.9 million for the quarters ended Dec.
31, 2020 and 2019, respectively. Cash compensation for the quarter
ended Dec. 31, 2020 increased by approximately $0.6 million and was
offset by a similar decrease in noncash stock-based compensation
for the same period compared to expenses in the quarter ended Dec.
31, 2019. Further, in the quarter ended Dec. 31, 2019, VistaGen
completed certain modifications to outstanding warrants and
recognized non-cash warrant modification expense of $826,900.
At Dec. 31, 2020, the Company had cash and cash equivalents of
approximately $104.3 million. The Company believes its current
cash position is sufficient to advance an important stream of
potential clinical and regulatory catalysts, including, among
others: its Phase 3 development program for PH94B for the acute
treatment of anxiety in adults with SAD and, upon successful Phase
3 development, submission of its New Drug Application to the U.S.
Food and Drug Administration and potential U.S. market approval of
PH94B; exploratory Phase 2 clinical development of PH94B in
multiple additional anxiety-related disorders; Phase 2B clinical
development of PH10 as a potential stand-alone treatment for major
depressive disorder; and Phase 1B and potential exploratory Phase 2
clinical development of AV-101 in combination with probenecid for
CNS disorders involving the NMDA (N-methyl-D-aspartate) receptor.
As of Feb. 11, 2021, the Company had 141,694,413 shares of common
stock outstanding.
"Calendar 2020 was transformative, highlighted by closing a PH94B
partnership, a positive meeting with the FDA regarding the key
aspects of the study design for our upcoming pivotal Phase 3
studies of our PH94B nasal spray in social anxiety disorder and,
during the most recent quarter, closing a $100 million financing
which involved significant participation from leading healthcare
institutional investors such as Acuta Capital, New Enterprise
Associates, OrbiMed and Venrock Healthcare Capital Partners, among
others. We are encouraged by these transformative milestones.
Together, they have further advanced our tenacious pursuit to bring
life-changing medications to the millions affected by anxiety,
depression and other mental health challenges worldwide," said
Shawn Singh, chief executive officer of VistaGen.
Mr. Singh continued, "We believe we have sufficient capital to fund
all of our currently planned nonclinical and clinical studies
across our pipeline. As a result, we expect to launch several
clinical studies this calendar year, notably our pivotal Phase 3
clinical studies of PH94B as a potential acute treatment of anxiety
in adults with social anxiety disorder, as well several small
exploratory PH94B Phase 2 studies in adult patients experiencing
additional anxiety-related disorders. This year, we will also
complete preparations to launch Phase 2B clinical development of
PH10 as a potential rapid-onset stand-alone treatment for major
depressive disorder in early 2022. Finally, later this year, based
on successful preclinical studies involving AV-101 alone and in
combination with probenecid, we will launch Phase 1B clinical
development of the combination to enable potential exploratory
Phase 2 development of in several CNS disorders."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1411685/000165495421001538/vtgn10q_dec312020.htm
About VistaGen
Headquartered in San Francisco, California, VistaGen Therapeutics
-- http://www.vistagen.com-- is a clinical-stage biopharmaceutical
company developing new generation medicines for CNS diseases and
disorders where current treatments are inadequate, resulting in
high unmet need. VistaGen's pipeline is focused on clinical-stage
CNS drug candidates with a differentiated mechanism of action, an
exceptional safety profile in all clinical studies to date, and
therapeutic potential in multiple large and growing CNS markets.
VistaGen reported a net loss attributable to common stockholders of
$22.04 million for the fiscal year ended March 31, 2020, compared
to a net loss attributable to common stockholders of $25.73 million
for the fiscal year ended March 31, 2019. As of Sept. 30, 2020,
Vistagen had $20.27 million in total assets, $16.05 million in
total liabilities, and $4.22 million in total stockholders'
equity.
OUM & CO. LLP, in San Francisco, California, the Company's auditor
since 2006, issued a "going concern" qualification in its report
dated June 29, 2020, citing that the Company has not yet generated
sustainable revenues, has suffered recurring losses and negative
cash flows from operations and has a stockholders' deficit, all of
which raise substantial doubt about its ability to continue as a
going concern.
WAHOO'S MARINA: Trustee Seeks Approval to Tap Real Estate Agent
---------------------------------------------------------------
Brendon Singh, the Subchapter V trustee appointed in the Chapter 11
case of Wahoo's Marina, LLC, seeks approval from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
Daphne Carlsen, a real estate agent at Full Stringer Realty.
The trustee requires a real estate agent to assist in the sale of a
property located at 1052 County Road 201, Sargent, Texas.
Stringer Realty will receive a 6 percent commission on the sales
price.
Ms. Carlsen disclosed in court filings that her firm neither holds
nor represents any interest adverse to the Debtor's estate in the
matter on which it is to be engaged.
The real estate agent can be reached at:
Daphne Carlsen
Full Stringer Realty
22996 Highway 60
Matagorda, Texas 77457
Telephone: (979) 863-1143
About Wahoo's Marina
Wahoo's Marina, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas Case No.
20-80225) on Aug. 31, 2020, listing under $1 million in both assets
and liabilities. Judge Jeffrey P. Norman oversees the case.
Stephen W. Sather, Esq., at Barron & Newburger, PC, serves as the
Debtor's legal counsel.
On Sept. 1, 2020, the U.S. Trustee for Region 7 appointed Brendon
Singh to serve as the Subchapter V trustee in the Debtor's case.
Tran Singh LLP is the Subchapter V trustee's legal counsel.
WILDFIRE INC: Interim Use of Cash Collateral Allowed Until Mar. 6
-----------------------------------------------------------------
Judge Sandra R. Klein of the U.S. Bankruptcy Court for the Central
District of California authorized Wildfire Inc. to use cash
collateral on an interim basis through March 6, 2021.
A continued hearing on the Debtor's Emergency Motion for Order: (1)
Authorizing Debtor to Use Cash Collateral; and (2) Granting
Adequate Protection to Secured Creditors was held on February 10,
2021.
Judge Klein held that Wildfire Inc. is permitted to use cash
collateral, pending a final hearing, to pay only the expenses set
forth in the Budget attached to the Further Supplemental
Declaration of John Berardi in Support of Emergency Motion for Cash
Collateral Use, with authority to deviate from the expense line
items by no more than 15% on a line-item basis and in aggregate,
with any unused portions to be carried over into the following
weeks and only out of bank accounts opened post-petition.
Wildfire Inc. may grant to Secured Creditors, as adequate
protection, replacement liens in postpetition Cash Collateral, up
to the amount of any reduction or impairment of prepetition
collateral but only to the same extent, applicability and validity
as their equivalent prepetition liens. The Debtor was also
directed to file an updated 13 week budget for the period from
March 7, 2021 through May 23, 2021 as well as any further briefing
in support of their Motion no later than February 17, 2021.
Judge Klein authorized the Debtor's credit card processors to
release to the Debtor the amounts currently held in their merchant
account.
The final hearing on the Debtor's Motion is scheduled for March 3,
2021 at 9 a.m. The deadline for the filing of responses is
February 24.
A copy of the Court's Second Interim Order is available at
https://bit.ly/3qjJV9n from PacerMonitor.com.
Wildfire Inc. is represented by:
Laura J. Portillo, Esq.
Kevin C. Ronk, Esq.
PORTILLO RONK LEGAL TEAM
5716 Corsa Ave., Suite 207
Westlake Village, CA 91362
Telephone: 805-203-6123
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.
WILSON ORGANIC: $125K Sale of Reidsville Property to Bartley Okayed
-------------------------------------------------------------------
Judge Joseph N. Callaway of the U.S. Bankruptcy Court for the
Eastern District of North Carolina authorized Wilson Organic Farm
Services, Inc.'s private sale of the property located at 2607
Urbaan Loop Road, in Reidsville, North Carolina, and improvements
thereon, to Margorie M. Bartley for $125,000.
The sale is free and clear of all liens and interests with the
liens and interest, if any, to attach to the net proceeds of the
sale in the same order and priority as they attached to the real
property.
The real estate commission of Allen Tate Real Estate, LLC is
approved.
CTB Funding, LLC, doing business as Capstone Finance, will receive
$116,000 from the sales proceeds in satisfaction of its claim.
The sales proceeds will not be used to pay any outstanding taxes to
the Rockingham County Tax Collector, Debtor will directly pay any
sums due the Rockingham Tax Collector.
The provisions of Bankruptcy Rule 6004(h) are not applicable to the
Order entered by the court approving the Sale of the Property.
The remainder of the sales proceeds in excess of lien amount will
be forwarded to the Chapter 11 Trustee by the closing attorney or
settlement agent and the closing attorney or settlement agent will
provide a final settlement statement to be submitted to the Chapter
11 Trustee (4700 Six Forks Road Suite 150) within three days of
closing.
About Wilson Organic Farm Services
Wilson Organic Farm Services, Inc. sought protection under Chapter
11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 20-01190) on
March 18, 2020. At the time of the filing, Debtor disclosed
assets
of between $100,001 and $500,000 and liabilities of the same
range.
Judge Joseph N. Callaway oversees the case. Debtor is represented
by The Lewis Law Firm, P.A.
WILSON'S TRUCKING: Seeks to Tap Emerson & Company as Accountant
---------------------------------------------------------------
Wilson's Trucking, LLC seeks approval from the U.S. Bankruptcy
Court for the Western District of Missouri to employ Emerson &
Company to provide accounting and payroll services.
Emerson & Company will be compensated at $58 per hour.
Emerson & Company President Tim Emerson disclosed in court filings
that his firm neither holds nor represents any interest adverse to
the Debtor with respect to the matters on which it is to be
employed.
The firm can be reached through:
Tim Emerson
Emerson & Company
1001 Westport Road
Kansas City, MO 64111
Telephone: (816) 360-9092
Email: info@emerson-co.com
About Wilson's Trucking
Wilson's Trucking, LLC filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bank. W.D. Mo. Case No.
20-41805) on Oct. 16, 2020, listing under $1 million in both assets
and liabilities. Judge Cynthia A. Norton oversees the case.
The Debtor tapped Krigel & Krigel, PC as its legal counsel and
Emerson & Company as its accountant.
WITCHEY ENTERPRISES: Eastern Funding Opposes to Amended Disclosure
------------------------------------------------------------------
Eastern Funding, LLC, objects to the Amended Disclosure Statement
filed by debtor Witchey Enterprises, Inc.
Eastern is the record lienholder on the titles of the 2013 Ford and
the 2006 Freightliner. Eastern is the record lienholder on the
titles of the 2014 Ford and the 2015 Ford. Eastern is the record
lienholder on the title of the 2018 Freightliner. Upon information
and belief, Debtor is still in possession of the 2013 Ford, the
2014 Ford, the 2015 Ford, and the Freightliner (collectively
"Trucks"). Eastern is presently owed in excess of $100,000 on the
obligations and intends to file claims in support thereof.
Eastern states that neither the Disclosure Statement nor the
Amended Plan provides any information whatsoever about Eastern's
claims, nor do they provide any treatment of same, and further
asserts that:
* The Disclosure Statement does not provide adequate information
to creditors with respect to Debtor's current financial condition
or prospective financial condition.
* The Disclosure Statement completely omits Debtor's substantial
obligation to Eastern, a secured creditor with liens on vehicles
necessary for Debtor's operations.
* The Disclosure Statement fails to provide any information
about how Debtor will treat Eastern's claim, therefore painting an
incomplete picture of Debtor's ongoing financial obligations and
how they will affect Debtor's ability to consummate the terms of
its proposed Plan.
A full-text copy of Eastern's objection dated Feb. 5, 2021, is
available at https://bit.ly/3u6eLVo from PacerMonitor.com at no
charge.
About Witchey Enterprises
Based in Wilkes-Barre, Pennsylvania, Witchey Enterprises, Inc., a
provider of courier and express delivery services, filed a Chapter
11 petition (Bankr. M.D. Pa. Case No. 19-00645) on Feb. 14, 2019.
At the time of filing, the Debtor estimated assets of $1 million to
$10 million and liabilities of $1 million to $10 million. The case
is assigned to Hon. Robert N. Opel II. The Debtor's counsel is
Andrew Joseph Katsock, III, Esq., in Wilkes Barre, Pennsylvania.
WORK & SON: March 5 Auction of All Assets of RPN, RPS & Sarasota
----------------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida authorized the bidding procedures proposed by
Work & Son, Inc. and affiliates in connection with the sale of
substantially all assets of Work & Son - Osiris, Inc. ("RPN"), Work
& Son – Royal Palm Acquisition, Inc. ("RPS"), and Work & Son -
Sarasota Memorial, to Faithfull Heritage Holdings, Inc. ("FFH") for
$2.4 million in cash plus the assumption by FHH of certain
liabilities of the Debtor, subject to overbid.
A hearing on the Motion was held on Feb. 3, 2021, at 10:00 a.m.
RPN, RPS and Sarasota Memorial own and operate cemeteries. RPN is
located at 2600 Gandy Blvd., Pinellas Park, Florida. RPS is
located at 101 55th St. South, St. Petersburg, Florida. Sarasota
Memorial is located at 5833 Tamiami Trail Sarasota, Florida. RPN
also operates a funeral home at its location.
The Trustee shall, promptly upon the entry of the Order, mail or
serve a copy of the Order, by United States first class mail or
CM/ECF transmission, to (i) all parties and creditors on the
Court's mailing matrices for the case, (ii) all parties which, to
the knowledge of the Trustee, have, or have asserted, liens on the
Assets, (iii) all parties on the Bidder List, and (iv) all Contract
Parties, and the Debtor will thereafter file a certificate of
service with the Court.
The Court approves the form and manner of such notice as being
adequate and sufficient notice of the Bid Procedures, the proposed
sale of the Assets (including the assumption and/or assignment of
the Assumed Contracts), and the objection deadlines set forth
therein.
FHH is approved as the "stalking horse bidder" and the offer of FHH
as set forth in the Purchase Agreement is approved as the "stalking
horse bid."
On account of FHH's time, expenses, fees, costs, trouble, and lost
opportunity costs in respect of the transactions contemplated by
the Purchase Agreement, the Court approves the break-up fee for FHH
in the amount of $30,000. The Break-Up Fee will be due and payable
to FHH as set forth in the Order.
The Trustee or its Court-approved brokers, Windsor Capital and
Colliers International, will promptly serve a copy of the Purchase
Agreement, the Sale Motion, and the Assignment Motion, by United
States first class mail or electronic mail transmission, to all
parties on the Bidder List and to the Contract Parties, to the
extent not already delivered, and the Trustee will thereafter file
a certificate of service with the Court.
The salient terms of the Bidding Procedures are:
a. Bid Deadline: March 3, 2021, at 5:00 p.m. (EDT)
b. Initial Bid: For the purchase of RPS, RPN, and Sarasota
Memorial properties less Rhodes Funeral Home and less the Excluded
Property, an initial Bid with a cash purchase price only for the
Assets of at least $25,000 above (A) the $2.4 million cash purchase
price offered by the Purchaser in the Purchase Agreement, plus (B)
the Break-Up Fee in the amount of $30,000, for a total initial
overbid of $2.455 million.
c. Deposit: $30,000
d. Auction: An auction to consider any competing Qualified
Bids in respect of the Assets will be held either online or at the
offices of McIntyre Thanasides Bringgold Elliott Grimaldi Guito &
Matthews, P.A., 500 E. Kennedy Blvd., Ste. 200, Tampa, Florida
33602 (or at such other location designated by the Trustee in
Tampa, Florida), at 10:00 a.m. (EDT) on March 8, 2021. By no later
than 5:00 p.m. on March 5, 2021, the Trustee will advise each of
the Qualified Bidders as to whether its Bid is a Qualified Bid and
whether an Auction will be held as scheduled.
e. Bid Increments: $25,000
f. Sale Hearing: March 9, 2021, at 10:00 a.m.
g. Sale Objection Deadline: March 3, 2021
The approval of the FHH Purchase Agreement will be by separate
order of the Court.
Attorney Robert Wahl, Esq. is directed to serve a copy of the Order
on interested parties who are do not receive service via CM/ECF and
to file a proof of service within three days of entry of the Order.
A copy of the Bidding Procedures is available at
https://tinyurl.com/1lp7udz1 from PacerMonitor.com free of charge.
About Work & Son
Work & Son Inc. and its affiliates, privately-held companies in
the
funeral services industry, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. M.D. Fla. Lead Case No. 18-09917) on
Nov. 18, 2018. At the time of the filing, Work & Son estimated
assets of less than $50,000 and liabilities in the same range.
The
Debtors tapped the Law Offices of Mary A. Joyner, PLLC as their
legal counsel.
WYNTHROP PARTNERS: Excavus Buying Windsor Borough Property for $2M
------------------------------------------------------------------
Wynthrop Partners, LP, filed with the U.S. Bankruptcy Court for the
Middle District of Pennsylvania a notice of its proposed bidding
procedures in connection with the sale of real estate located in
Windsor Borough, York County, Pennsylvania to Excavus Development,
LLC for $2 million, subject to overbid.
The Assets of the Debtor are comprised of the following:
A. Real Estate: The Debtor owns three contiguous undeveloped
agricultural land tracts located in Windsor Borough, York County,
Pennsylvania. The three tracts are generally described in the tax
mapping data generally described in Exhibit A and are described as
follows:
a. Tract #1. Approximately 54.28 acres located on
Schoolhouse Lane, Windsor, York County, Pennsylvania (Parcel No.
89000030001A000000). Deed recorded in deed book 1953-1880.
b. Tract #2. Approximately .44 acres is identified as
Parcel No. 890000301020000000. The deed is recorded at Book 1953,
Page 1880. The parcel contains a single family home on Heindel
Avenue.
c. Tract #3. Approximately .06 acres and is identified as
Parcel ID 89000020228A000000) and borders North Avenue. Deed
recorded at Book 1953, Page 1880.
B. Real Estate Development Rights: The Debtor is the owner of
certain development rights associated with the Real Estate,
specifically, an unrecorded subdivision plan containing 154
individual residential real estate units generally known as "Walnut
Creek." The subdivision plans were prepared by Site Design
Concepts Land Development Consultants, 127 West Market Street,
Suite 200, York, Pennsylvania 17401. The Walnut Creek Plan was
conditionally approved by Windsor Borough in 2016, but was not
recorded because of the ongoing dispute with the Rutt Family
Sonshine Limited Partnership.
C. Equipment: The Debtor owns three pieces of earth moving
equipment, as set forth by its schedules, specifically, a SEC 754
Step up backhoe, a SEC step up skid loader and a SEC 754 Step Up
wheel loader. The scheduled value of all three pieces of Equipment
collectively totals $89,400.
The Objection Deadline is March 2, 2021.
The Debtor proposes the following general timeline for the Sale:
a. Deadline to be Qualified Bidder - May 28, 2021, 5:00 p.m.
(EST)
b. Auction - June 2, 2021 1:00 p.m. (EST)
c. Deadline for Objections to Sale - June 4, 2021, 5:00 p.m.
(EST)
d. Post Auction Sale Hearing - June 8, 2021, 9:30 a.m. (EST)
e. Final Hearing Approving Sale TBD - within 10 days of Final
Approval of Subdivision Plans (expected Summer 2021)
Other salient terms of the Bidding Procedures are:
a. Initial Bid: Equal to or greater than the sum of: (i) the
purchase price set forth in the stalking horse Purchase Agreement;
and (iii) $10,000
b. Deposit: $50,000
c. No later than 2 days prior to the Auction, the Debtor will
inform each Potential Bidder that has submitted a bid whether it is
a Qualified Bidder and will contemporaneously advise the Purchaser
of such determination(s).
d. Bid Increments: $10,000
A copy of the Bidding Procedures is available at
https://tinyurl.com/1am9ukcg from PacerMonitor.com free of charge.
About Wynthrop Partners LP
Wynthrop Partners, LP, is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It owns three real estate
properties located in Windsor Borough, Pennsylvania, having a
total
current value of $2.25 million.
Wynthrop Partners sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00197) on January 17,
2019. At the time of the filing, the Debtor disclosed $2,345,811
in assets and $640,696 in liabilities. The case is assigned to
Judge Henry W. Van Eck. The Debtor tapped CGA Law Firm as its
legal counsel.
On July 19, 2019, the Court appointed ROCK Commercial Real Estate
Broker.
WYNTHROP PARTNERS: Sets Bidding Procedures for Windsor Real Estate
------------------------------------------------------------------
Wynthrop Partners, LP, asks the U.S. Bankruptcy Court for the
Middle District of Pennsylvania to authorize the bidding procedures
in connection with the sale of real estate located in Windsor
Borough, York County, Pennsylvania, to Excavus Development, LLC,
for $2 million, subject to overbid.
The Assets of the Debtor are comprised of the following:
A. Real Estate: The Debtor owns three contiguous undeveloped
agricultural land tracts located in Windsor Borough, York County,
Pennsylvania. The three tracts are generally described in the tax
mapping data generally described in Exhibit A and are described as
follows:
a. Tract #1. Approximately 54.28 acres located on
Schoolhouse Lane, Windsor, York County, Pennsylvania (Parcel No.
89000030001A000000). Deed recorded in deed book 1953-1880.
b. Tract #2. Approximately .44 acres is identified as
Parcel No. 890000301020000000. The deed is recorded at Book 1953,
Page 1880. The parcel contains a single family home on Heindel
Avenue.
c. Tract #3. Approximately .06 acres and is identified as
Parcel ID 89000020228A000000) and borders North Avenue. Deed
recorded at Book 1953, Page 1880.
B. Real Estate Development Rights: The Debtor is the owner of
certain development rights associated with the Real Estate,
specifically, an unrecorded subdivision plan containing 154
individual residential real estate units generally known as "Walnut
Creek." The subdivision plans were prepared by Site Design
Concepts Land Development Consultants, 127 West Market Street,
Suite 200, York, Pennsylvania 17401. The Walnut Creek Plan was
conditionally approved by Windsor Borough in 2016, but was not
recorded because of the ongoing dispute with the Rutt Family
Sonshine Limited Partnership.
C. Equipment: The Debtor owns three pieces of earth moving
equipment, as set forth by its schedules, specifically, a SEC 754
Step up backhoe, a SEC step up skid loader and a SEC 754 Step Up
wheel loader. The scheduled value of all three pieces of Equipment
collectively totals $89,400.
Since the filing of the Petition, the Debtor has diligently sought
to find a buyer for the Assets. Early in the case, it located
potential purchaser, the Noble Group for $1.25 million. On Aug.
28, 2020, the Noble Group notified the Debtor that it was
withdrawing its letter of intent and was no longer interested in
serving as the stalking horse purchaser.
The Debtor made extensive efforts to locate prospective purchasers
after the withdrawal of Noble Group's letter of intent. About the
same time the Noble Group withdrew its letter of intent, the Debtor
received notice from the Rutt Family Limited Partnership that it no
longer wished to dispute ownership of the Walnut Creek Plans. As
such, it was able to generate significantly more interest in the
Real Estate and Real Estate Development Rights.
In October 2020, as a result of several weeks of marketing efforts
by the Debtor, two letters of intent to purchase the Real Estate
and Real Estate Development Rights were received for $2.5 million.
After extensive discussion and negotiation with each prospective
purchaser having submitted a letter of intent, the Debtor selected
NVR Inc. (also known as Ryan Homes) as the stalking horse purchaser
based upon its letter of intent dated Oct. 9, 2020.
Unfortunately, NVR and the Debtor were unable to reach a definitive
agreement based upon the timing, manner and payment of the purchase
price. NVR withdrew its LOI and provided notice to the Debtor on
Jan. 15, 2021 that it was unwilling to proceed as the
stalking horse.
Immediately upon receipt of the NVR notice to withdraw its LOI, the
Debtor made contact with parties who had expressed an interest in
purchasing the Real Estate and Real Estate Development Rights and
who had submitted competing letters of intent. Given the limited
amount of time and the last minute nature of NVR's withdrawal, the
Debtor was unable to secure a substitute LOI or to negotiate
substitute terms from another developer prior to the scheduled
bidding procedures hearing that was originally scheduled to take
place on Feb. 2, 2020, and later continued until Feb. 9, 2021. In
order to demonstrate good faith, progress and diligence of
prosecution of the case, the Debtor's principals, Mr. Robert
Barclay and Mr. John Barclay formed a new entity, Excavus
Development, LLC to serve as a substitute stalking horse.
On Feb. 8, 2021, the Debtor entered into an Agreement of Sale for
the Property with Excavau. The Agreement of Sale provides for the
purchase price of $2 million for the Debtor's Real Estate and Real
Estate Development Rights based on having 154 lots as set forth in
the proposed subdivision. The Purchase Price will be paid at
Closing, to be held within 30 days of all conditions precedent as
set forth in the Sale Agreement. The Stalking Horse Agreement of
Sale contains two principal contingencies: A) Final Approval of the
subdivision plan for Walnut Creek; B) a financing contingency.
The Stalking Horse Agreement of Sale further provides that within
five business days of contract execution, the Purchaser will post
an Initial Deposit of $5,000 in escrow.
The Debtor proposes the following general timeline for the Sale:
a. Deadline to be Qualified Bidder - May 28, 2021, 5:00 p.m.
(EST)
b. Auction - June 2, 2021 1:00 p.m. (EST)
c. Deadline for Objections to Sale - June 4, 2021, 5:00 p.m.
(EST)
d. Post Auction Sale Hearing - June 8, 2021, 9:30 a.m. (EST)
e. Final Hearing Approving Sale TBD - within 10 days of Final
Approval of Subdivision Plans (expected Summer 2021)
Other salient terms of the Bidding Procedures are:
a. Initial Bid: Equal to or greater than the sum of: (i) the
purchase price set forth in the stalking horse Purchase Agreement;
and (iii) $10,000
b. Deposit: $50,000
c. No later than 2 days prior to the Auction, the Debtor will
inform each Potential Bidder that has submitted a bid whether it is
a Qualified Bidder and will contemporaneously advise the Purchaser
of such determination(s).
d. Bid Increments: $10,000
The Debtor asks entry of the Bid Procedures Order. The Debtor, in
the exercise of its business judgment, reserves the right to change
these sale related dates to achieve the maximum value for the
Assets.
Excavus does not seek a break-up fee in the event that it is not
the successful bidder at the Auction.
Within five days after the entry of the Bidding Procedures Order or
as soon as reasonably practicable thereafter, the Debtor will serve
the Sale Notice, the Bidding Procedures Order, and the Bidding
Procedures upon the parties-in-interest.
The Auction will take place at the office of the Debtor's counsel,
CGA Law Firm, 135. N. George St., York, Pennsylvania 17401, or such
other place and time as the Debtor will notify all Qualified
Bidders. The Debtor will exercise its business judgment to
determine whether such Auction will be held in person or virtually,
depending upon the amount of persons likely to attend such event.
The Debtor proposes that any objections to the conduct of the
Auction or the selection of the Successful Bidder be filed no later
than June 4, 2021, and that a Court holds a "Post Auction Sale
Hearing" on June 8, 2021 to resolve any objections of record to the
sale, and to further schedule the Final Sale Hearing based upon the
status of the Debtor's pending subdivision plan approval.
Because Final Approval of the subdivision plans is not anticipated
to occur prior to the Auction, the Debtor proposes to not hold the
Final Sale Hearing until Final Approval of the Subdivision Plan.
The Debtor has confirmed with counsel for the Borough/Township that
the conditional approval of the subdivision plans that the Debtor
presently has will transform into Final Approval once the
Commonwealth approves the HOP and the subdivision plans are
recorded. It proposes that the Final Sale Hearing be conducted by
the Court as soon as practicable upon the Debtor's receipt of Final
Approval of Subdivision Plan, which is expected to occur after the
Auction and during the summer of 2021.
In the event that the Successful Bidder cannot or refuses to
consummate the Sale because of the breach or failure on the part of
the Successful Bidder, the Backup Bidder will be deemed the new
Successful Bidder and the Debtor will be authorized, but not
required, to close with the Backup Bidder on the Backup Bid without
further order of the Court.
At the Sale Hearing, the Debtor will also ask entry of the Sale
Order(s) that will approve the Sale Transaction or Sale
Transactions and sale of Assets free and clear of all liens,
claims, interests, and encumbrances and related relief.
A copy of the Contract and the Bidding Procedures is available at
https://tinyurl.com/15rmao81 from PacerMonitor.com free of charge.
About Wynthrop Partners LP
Wynthrop Partners, LP, is a single asset real estate debtor (as
defined in 11 U.S.C. Section 101(51B)). It owns three real estate
properties located in Windsor Borough, Pennsylvania, having a
total
current value of $2.25 million.
Wynthrop Partners sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Pa. Case No. 19-00197) on January 17,
2019. At the time of the filing, the Debtor disclosed $2,345,811
in assets and $640,696 in liabilities. The case is assigned to
Judge Henry W. Van Eck. The Debtor tapped CGA Law Firm as its
legal counsel.
On July 19, 2019, the Court appointed ROCK Commercial Real Estate
Broker.
YELLOW CORP: Incurs $53.5 Million Net Loss in Fiscal 2020
---------------------------------------------------------
Yellow Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$53.5 million on $4.51 billion of operating revenue for the year
ended Dec. 31, 2020, compared to a net loss of $104 million on
$4.87 billion of operating revenue for the year ended Dec. 31,
2019.
As of Dec. 31, 2020, the Company had $2.18 billion in total assets,
$700.7 million in total current liabilities, $1.22 billion in
long-term debt (less current portion), $16.7 million in pension and
postretirement, $172.6 million in operating lease liabilities,
$297.7 million in in claims and other liabilities, and a total
shareholders' deficit of $223.3 million.
Yellow Corp said, "Our business is capital intensive. For 2020,
our capital expenditures focused primarily on revenue equipment,
investments in information technology and improvements to land and
structures. Our capital expenditures for each of the years ended
December 31, 2020 and 2019 were $140.6 million and $143.2 million,
respectively. These amounts were principally used to fund the
purchase of used tractors and trailers, to refurbish engines for
our revenue fleet, and capitalized costs for our network facilities
and technology infrastructure. We will need to continue to update
our fleet. If we are unable to generate sufficient cash over an
extended period of time from operations to fund our capital
requirements, we may have to limit our growth, utilize our existing
liquidity, or enter into additional financing arrangements,
including leasing arrangements, or operate our revenue equipment
(including tractors and trailers) for longer periods resulting in
increased maintenance costs, any of which could negatively impact
our results of operations and other financial measures. If our
cash from operations and existing financing arrangements are not
sufficient to fund our current and longer-term capital expenditure
requirements, then we may not be able to obtain additional
financing at all or on terms acceptable to us."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/716006/000156459021005530/yell-10k_20201231.htm
About Yellow Corporation
Yellow Corporation -- www.myyellow.com -- is a holding company
that, through its operating subsidiaries, offers its customers a
wide range of transportation services.
* * *
As reported by the TCR on July 14, 2020, S&P Global Ratings raised
its issuer credit rating on Overland Park, Kan.-based
less-than-truckload (LTL) and logistics company YRC Worldwide Inc.
to 'CCC+' from 'CCC' after the company announced the U.S.
Department of the Treasury will lend it an aggregate of $700
million under the Coronavirus Aid, Relief, and Economic Security
(CARES) Act, and that it has amended its term loan agreement to
waive the minimum EBITDA covenant through December 2021.
In July 2020, Moody's Investors Service confirmed the ratings of
truck carrier YRC Worldwide Inc., including the Caa1 corporate
family rating, following YRC's announcement that the United States
Department of Treasury intends to provide a $700 million loan to
YRC under authorization of the CARES Act. The Caa1 CFR considers
the company's position as one of the largest less-than-truckload
truck carriers in North America, thin operating margins and
substantial debt balance, in part due to Moody's adjustments
related to underfunded pension obligations.
[^] Large Companies with Insolvent Balance Sheet
------------------------------------------------
Total
Share- Total
Total Holders' Working
Assets Equity Capital
Company Ticker ($MM) ($MM) ($MM)
------- ------ ------ -------- -------
ACCELERATE DIAGN 1A8 GR 104.2 (49.7) 85.0
ACCELERATE DIAGN AXDX US 104.2 (49.7) 85.0
ACCELERATE DIAGN AXDX* MM 104.2 (49.7) 85.0
ACCELERATE DIAGN 1A8 TH 104.2 (49.7) 85.0
ACCELERATE DIAGN 1A8 QT 104.2 (49.7) 85.0
ADAMAS PHARMACEU ADMS US 132.8 (34.6) 92.5
ADAPTHEALTH CORP AHCO US 1,548.8 439.7 169.6
ADVANZ PHARMA CO CXRXF US 1,537.9 (68.1) 178.1
AEMETIS INC AMTX US 122.2 (175.6) (82.3)
AEMETIS INC DW51 GZ 122.2 (175.6) (82.3)
AGENUS INC AJ81 GR 204.5 (179.4) (21.4)
AGENUS INC AGEN US 204.5 (179.4) (21.4)
AGENUS INC AJ81 GZ 204.5 (179.4) (21.4)
AGENUS INC AJ81 TH 204.5 (179.4) (21.4)
AGENUS INC AGENEUR EU 204.5 (179.4) (21.4)
AGENUS INC AJ81 QT 204.5 (179.4) (21.4)
AGILITI INC AGLY US 745.0 (67.7) 17.3
ALPINE 4 TECHNOL ALPP US 36.6 (13.6) (5.2)
ALTICE USA INC-A ATUS US 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA GR 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA TH 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUSEUR EU 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A 15PA GZ 33,376.7 (1,177.4) (2,121.5)
ALTICE USA INC-A ATUS* MM 33,376.7 (1,177.4) (2,121.5)
AMC ENTERTAINMEN AMC US 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AH9 GR 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AMC4EUR EU 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AMC4USD EU 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AMC* MM 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AH9 TH 10,876.2 (2,335.4) (979.6)
AMC ENTERTAINMEN AH9 QT 10,876.2 (2,335.4) (979.6)
AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2)
AMERICAN AIR-BDR AALL34 BZ 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL US 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G GR 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL* MM 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G TH 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL11EUR EU 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL AV 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE AAL TE 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G SW 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G GZ 62,008.0 (6,867.0) (5,474.0)
AMERICAN AIRLINE A1G QT 62,008.0 (6,867.0) (5,474.0)
AMERICAN RESOURC AREC US 29.4 (33.6) (24.7)
AMERISOURCEB-BDR A1MB34 BZ 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG TH 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GR 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC US 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABC2EUR EU 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG QT 45,846.8 (511.5) (344.2)
AMERISOURCEBERGE ABG GZ 45,846.8 (511.5) (344.2)
AMYRIS INC AMRS US 205.9 (78.7) 27.7
AMYRIS INC 3A01 GR 205.9 (78.7) 27.7
AMYRIS INC 3A01 TH 205.9 (78.7) 27.7
AMYRIS INC 3A01 SW 205.9 (78.7) 27.7
AMYRIS INC AMRSEUR EU 205.9 (78.7) 27.7
AMYRIS INC 3A01 QT 205.9 (78.7) 27.7
APACHE CORP APA* MM 12,875.0 (37.0) 337.0
APACHE CORP APA TH 12,875.0 (37.0) 337.0
APACHE CORP APA GR 12,875.0 (37.0) 337.0
APACHE CORP APA US 12,875.0 (37.0) 337.0
APACHE CORP APA GZ 12,875.0 (37.0) 337.0
APACHE CORP APA1 SW 12,875.0 (37.0) 337.0
APACHE CORP APAEUR EU 12,875.0 (37.0) 337.0
APACHE CORP APA QT 12,875.0 (37.0) 337.0
APACHE CORP- BDR A1PA34 BZ 12,875.0 (37.0) 337.0
AQUESTIVE THERAP AQST US 50.4 (36.5) 13.3
ASHFORD HOSPITAL AHT US 3,844.3 (146.1) -
ASHFORD HOSPITAL AHT1USD EU 3,844.3 (146.1) -
AUGUSTA GOLD COR G CN 0.8 (0.7) (0.0)
AUTOZONE INC AZO US 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 GR 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 TH 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 GZ 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZOEUR EU 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 QT 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZO AV 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZ5 TE 14,568.6 (1,027.0) 380.1
AUTOZONE INC AZO* MM 14,568.6 (1,027.0) 380.1
AUTOZONE INC-BDR AZOI34 BZ 14,568.6 (1,027.0) 380.1
AVID TECHNOLOGY AVID US 261.4 (144.2) 11.7
AVID TECHNOLOGY AVD GR 261.4 (144.2) 11.7
AVIS BUD-CEDEAR CAR AR 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CAR US 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA GR 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CAR* MM 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA TH 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CUCA QT 19,596.0 (76.0) 469.0
AVIS BUDGET GROU CAR2EUR EU 19,596.0 (76.0) 469.0
AZIYO BIOLOGIC-A AZYO US 46.1 (18.3) (3.4)
BABCOCK & WILCOX BWEUR EU 605.8 (320.8) 116.9
BABCOCK & WILCOX UBW1 GR 605.8 (320.8) 116.9
BABCOCK & WILCOX BW US 605.8 (320.8) 116.9
BBTV HOLDINGS IN BBTV CN 1.0 (1.2) (0.7)
BBTV HOLDINGS IN BBTVF US 1.0 (1.2) (0.7)
BELLRING BRAND-A BRBR US 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 TH 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GR 680.8 (130.1) 186.3
BELLRING BRAND-A BRBR1EUR EU 680.8 (130.1) 186.3
BELLRING BRAND-A BR6 GZ 680.8 (130.1) 186.3
BIODESIX INC BDSX US 46.5 (61.2) (38.4)
BIOHAVEN PHARMAC BHVN US 782.0 (153.8) 491.2
BIOHAVEN PHARMAC 2VN GR 782.0 (153.8) 491.2
BIOHAVEN PHARMAC BHVNEUR EU 782.0 (153.8) 491.2
BIOHAVEN PHARMAC 2VN TH 782.0 (153.8) 491.2
BIONOVATE TECHNO BIIO US - (0.5) (0.5)
BLACK IRON INC BKIN MM 2.3 (1.3) 1.6
BLACK ROCK PETRO BKRP US 0.0 (0.0) -
BLUE BIRD CORP BLBD US 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB GR 307.8 (54.2) (2.9)
BLUE BIRD CORP BLBDEUR EU 307.8 (54.2) (2.9)
BLUE BIRD CORP 4RB GZ 307.8 (54.2) (2.9)
BOEING CO-BDR BOEI34 BZ 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BAD AR 152,136.0 (18,075.0) 34,362.0
BOEING CO-CED BA AR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOE LN 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO TH 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA PE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BOEI BB 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA US 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA* MM 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA TE 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GR 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAEUR EU 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA CI 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BA AV 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BAUSD SW 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO GZ 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE BCO QT 152,136.0 (18,075.0) 34,362.0
BOEING CO/THE TR TCXBOE AU 152,136.0 (18,075.0) 34,362.0
BOMBARDIER INC-B BBDBN MM 23,090.0 (6,657.0) (181.0)
BRINKER INTL EAT US 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ GR 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ QT 2,357.7 (444.1) (254.5)
BRINKER INTL EAT2EUR EU 2,357.7 (444.1) (254.5)
BRINKER INTL BKJ TH 2,357.7 (444.1) (254.5)
BRP INC/CA-SUB V DOO CN 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GR 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOO US 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V DOOEUR EU 4,240.0 (666.0) 759.8
BRP INC/CA-SUB V B15A GZ 4,240.0 (666.0) 759.8
CADIZ INC CDZI US 73.4 (22.5) 5.1
CADIZ INC 2ZC GR 73.4 (22.5) 5.1
CADIZ INC CDZIEUR EU 73.4 (22.5) 5.1
CALIFORNIA RESOU CRC US 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU 1CLD GR 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU 1CLD QT 4,856.0 (1,581.0) (774.0)
CALIFORNIA RESOU CRC1EUR EU 4,856.0 (1,581.0) (774.0)
CALUMET SPECIALT CLMT US 1,807.5 (44.8) 69.3
CAP SENIOR LIVIN CSU2EUR EU 740.5 (259.0) (305.6)
CDK GLOBAL INC CDK US 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G QT 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G TH 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDKEUR EU 2,935.4 (425.2) 392.1
CDK GLOBAL INC C2G GR 2,935.4 (425.2) 392.1
CDK GLOBAL INC CDK* MM 2,935.4 (425.2) 392.1
CEDAR FAIR LP FUN US 2,501.5 (551.3) 43.1
CENGAGE LEARNING CNGO US 2,704.3 (177.2) 167.1
CENTRUS ENERGY-A 4CU GR 468.2 (275.6) 70.5
CENTRUS ENERGY-A LEU US 468.2 (275.6) 70.5
CENTRUS ENERGY-A LEUEUR EU 468.2 (275.6) 70.5
CEREVEL THERAPEU CERE US 150.5 142.6 (1.7)
CHESAPEAKE ENERG CHK US 6,903.0 (4,919.0) (2,033.0)
CHEWY INC- CL A CHWY US 1,643.2 (56.4) (182.2)
CHEWY INC- CL A CHWY* MM 1,643.2 (56.4) (182.2)
CHOICE HOTELS CZH GR 1,570.1 (21.4) 163.2
CHOICE HOTELS CHH US 1,570.1 (21.4) 163.2
CHUN CAN CAPITAL CNCN US - (0.0) (0.0)
CINCINNATI BELL CBB US 2,563.8 (204.5) (88.5)
CINCINNATI BELL CIB1 GR 2,563.8 (204.5) (88.5)
CINCINNATI BELL CBBEUR EU 2,563.8 (204.5) (88.5)
CLOVER HEALTH IN CLOV US 828.7 797.9 (1.2)
CLOVIS ONCOLOGY C6O GR 593.1 (163.4) 165.3
CLOVIS ONCOLOGY CLVS US 593.1 (163.4) 165.3
CLOVIS ONCOLOGY C6O QT 593.1 (163.4) 165.3
CLOVIS ONCOLOGY CLVSEUR EU 593.1 (163.4) 165.3
CLOVIS ONCOLOGY C6O TH 593.1 (163.4) 165.3
CLOVIS ONCOLOGY C6O GZ 593.1 (163.4) 165.3
CODIAK BIOSCIENC CDAK US 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W TH 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W GR 110.4 (44.0) 18.0
CODIAK BIOSCIENC CDAKEUR EU 110.4 (44.0) 18.0
CODIAK BIOSCIENC 32W QT 110.4 (44.0) 18.0
COGENT COMMUNICA OGM1 GR 1,000.9 (260.7) 380.1
COGENT COMMUNICA CCOI US 1,000.9 (260.7) 380.1
COGENT COMMUNICA CCOIEUR EU 1,000.9 (260.7) 380.1
COGENT COMMUNICA CCOI* MM 1,000.9 (260.7) 380.1
COMMUNITY HEALTH CYH US 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CG5 GR 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CG5 QT 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CYH1EUR EU 16,516.0 (1,476.0) 1,063.0
COMMUNITY HEALTH CG5 TH 16,516.0 (1,476.0) 1,063.0
CONTANGO OIL & G MCF US 192.8 (21.5) (44.1)
CONTANGO OIL & G C8K GR 192.8 (21.5) (44.1)
CONTANGO OIL & G MCF1EUR EU 192.8 (21.5) (44.1)
CONVERGE TECHNOL CTS CN 493.1 48.3 (105.8)
CONVERGE TECHNOL CTS2EUR EU 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB GZ 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB GR 493.1 48.3 (105.8)
CONVERGE TECHNOL CTSDF US 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB TH 493.1 48.3 (105.8)
CONVERGE TECHNOL 0ZB QT 493.1 48.3 (105.8)
CONVERSION LABS CVLB US 5.4 (8.0) (4.8)
CURIS INC CUSA GR 45.7 (28.6) 19.2
CURIS INC CRIS US 45.7 (28.6) 19.2
CURIS INC CRISEUR EU 45.7 (28.6) 19.2
CURIS INC CUSA TH 45.7 (28.6) 19.2
CYTODYN INC CYDY US 143.8 (6.5) 15.1
CYTODYN INC 296 GR 143.8 (6.5) 15.1
CYTODYN INC CYDYEUR EU 143.8 (6.5) 15.1
CYTODYN INC 296 GZ 143.8 (6.5) 15.1
DEEP LAKE CAPITA DLCAU US - - -
DELEK LOGISTICS DKL US 957.6 (111.5) 11.7
DENNY'S CORP DENN US 450.8 (138.4) (15.3)
DENNY'S CORP DENNEUR EU 450.8 (138.4) (15.3)
DENNY'S CORP DE8 GR 450.8 (138.4) (15.3)
DENNY'S CORP DE8 TH 450.8 (138.4) (15.3)
DIEBOLD NIXDORF DBD SW 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GR 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD US 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBDEUR EU 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD TH 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD QT 3,657.4 (831.7) 207.8
DIEBOLD NIXDORF DBD GZ 3,657.4 (831.7) 207.8
DINE BRANDS GLOB DIN US 2,070.9 (356.4) 203.3
DINE BRANDS GLOB IHP GR 2,070.9 (356.4) 203.3
DINE BRANDS GLOB IHP TH 2,070.9 (356.4) 203.3
DOMINO'S PIZZA EZV GR 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ US 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV TH 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZEUR EU 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV GZ 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA EZV QT 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ AV 1,620.9 (3,211.5) 468.0
DOMINO'S PIZZA DPZ* MM 1,620.9 (3,211.5) 468.0
DOMO INC- CL B DOMO US 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON GR 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON GZ 193.1 (78.5) (14.2)
DOMO INC- CL B DOMOEUR EU 193.1 (78.5) (14.2)
DOMO INC- CL B 1ON TH 193.1 (78.5) (14.2)
DRAFTKINGS INC-A 8DEA TH 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A 8DEA QT 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A 8DEA GZ 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A DKNG US 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A 8DEA GR 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A DKNG1EUR EU 2,566.7 1,994.7 973.0
DRAFTKINGS INC-A DKNG* MM 2,566.7 1,994.7 973.0
DYE & DURHAM LTD DND CN 1,132.0 557.0 210.5
DYE & DURHAM LTD DYNDF US 1,132.0 557.0 210.5
EOS ENERGY ENTER EOSE US 177.3 175.5 (1.3)
EVERI HOLDINGS I EVRI US 1,458.2 (15.4) 89.9
EVERI HOLDINGS I G2C TH 1,458.2 (15.4) 89.9
EVERI HOLDINGS I G2C GR 1,458.2 (15.4) 89.9
EVERI HOLDINGS I EVRIEUR EU 1,458.2 (15.4) 89.9
EXTRACTION OIL & XOG US 2,370.6 (405.3) (338.7)
EXTRACTION OIL & EH40 GR 2,370.6 (405.3) (338.7)
EXTRACTION OIL & XOG1EUR EU 2,370.6 (405.3) (338.7)
FATHOM HOLDINGS FTHM US 35.2 30.3 29.7
FINTECH ACQUIS-A FTCV US 0.0 (0.0) (0.0)
FINTECH ACQUISI FTCVU US 0.0 (0.0) (0.0)
FLEXION THERAPEU FLXN US 263.4 (3.1) 186.2
FLEXION THERAPEU F02 GR 263.4 (3.1) 186.2
FLEXION THERAPEU FLXNEUR EU 263.4 (3.1) 186.2
FLEXION THERAPEU F02 TH 263.4 (3.1) 186.2
FLEXION THERAPEU F02 QT 263.4 (3.1) 186.2
FRONTDOOR IN FTDR US 1,407.0 (71.0) 211.0
FRONTDOOR IN 3I5 GR 1,407.0 (71.0) 211.0
FRONTDOOR IN FTDREUR EU 1,407.0 (71.0) 211.0
FTS INTERNAT-A FTSI US 452.2 (84.0) 187.2
FTS INTERNAT-A FT5 GR 452.2 (84.0) 187.2
FTS INTERNAT-A FTSI1EUR EU 452.2 (84.0) 187.2
GCM GROSVENOR-A GCMG US - - -
GODADDY INC-A GDDY US 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D TH 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D GR 6,432.9 (11.8) (1,022.9)
GODADDY INC-A 38D QT 6,432.9 (11.8) (1,022.9)
GODADDY INC-A GDDY* MM 6,432.9 (11.8) (1,022.9)
GOGO INC GOGO US 984.5 (647.2) 363.1
GOGO INC G0G TH 984.5 (647.2) 363.1
GOGO INC GOGOEUR EU 984.5 (647.2) 363.1
GOGO INC G0G GR 984.5 (647.2) 363.1
GOGO INC G0G QT 984.5 (647.2) 363.1
GOGO INC G0G GZ 984.5 (647.2) 363.1
GOOSEHEAD INSU-A 2OX GR 120.0 (49.4) 25.2
GOOSEHEAD INSU-A GSHDEUR EU 120.0 (49.4) 25.2
GOOSEHEAD INSU-A GSHD US 120.0 (49.4) 25.2
GORES HOLDINGS I GHIVU US 425.8 406.4 (4.0)
GRAFTECH INTERNA EAFUSD EU 1,432.7 (329.4) 431.1
GRAFTECH INTERNA EAF US 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GR 1,432.7 (329.4) 431.1
GRAFTECH INTERNA EAFEUR EU 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G TH 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G QT 1,432.7 (329.4) 431.1
GRAFTECH INTERNA G6G GZ 1,432.7 (329.4) 431.1
GREEN PLAINS PAR GPP US 105.3 (46.5) (101.1)
GREENSKY INC-A GSKY US 1,461.9 (205.9) 784.2
GURU ORGANIC ENE GURU CN 0.0 (0.0) (0.0)
GURU ORGANIC ENE GUROF US 0.0 (0.0) (0.0)
H&R BLOCK - BDR H1RB34 BZ 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB TH 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB US 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB GR 2,556.4 (280.0) 40.3
H&R BLOCK INC HRB QT 2,556.4 (280.0) 40.3
H&R BLOCK INC HRBEUR EU 2,556.4 (280.0) 40.3
HERBALIFE NUTRIT HLF US 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO GR 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO GZ 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO TH 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HLFEUR EU 2,921.2 (912.9) 639.4
HERBALIFE NUTRIT HOO QT 2,921.2 (912.9) 639.4
HEWLETT-CEDEAR HPQ AR 34,681.0 (2,228.0) (5,572.0)
HEWLETT-CEDEAR HPQD AR 34,681.0 (2,228.0) (5,572.0)
HEWLETT-CEDEAR HPQC AR 34,681.0 (2,228.0) (5,572.0)
HILTON WORLD-BDR H1LT34 BZ 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 GR 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 TH 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLT* MM 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLTEUR EU 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLT US 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HLTW AV 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 QT 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 TE 17,129.0 (1,319.0) 2,285.0
HILTON WORLDWIDE HI91 GZ 17,129.0 (1,319.0) 2,285.0
HORIZON GLOBAL HZN US 458.0 (22.1) 91.8
HORIZON GLOBAL 2H6 GR 458.0 (22.1) 91.8
HORIZON GLOBAL HZN1EUR EU 458.0 (22.1) 91.8
HOVNANIAN ENT-A HOV US 1,827.3 (436.1) 829.0
HOVNANIAN ENT-A HO3A GR 1,827.3 (436.1) 829.0
HOVNANIAN ENT-A HOVEUR EU 1,827.3 (436.1) 829.0
HP COMPANY-BDR HPQB34 BZ 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ TE 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ US 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP TH 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP GR 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ* MM 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ CI 34,681.0 (2,228.0) (5,572.0)
HP INC HPQUSD SW 34,681.0 (2,228.0) (5,572.0)
HP INC HPQEUR EU 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP GZ 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ SW 34,681.0 (2,228.0) (5,572.0)
HP INC 7HP QT 34,681.0 (2,228.0) (5,572.0)
HP INC HPQ AV 34,681.0 (2,228.0) (5,572.0)
IAA INC IAA US 2,388.8 (3.6) 352.4
IAA INC 3NI GR 2,388.8 (3.6) 352.4
IAA INC IAA-WEUR EU 2,388.8 (3.6) 352.4
IDERA PHARMACEUT HXXB QT 32.3 (32.4) 24.4
IDERA PHARMACEUT IDRA US 32.3 (32.4) 24.4
IMMUNOME INC IMNM US 12.0 (0.7) 2.1
INFINITY PHARMAC I3F GR 47.0 (14.1) 33.6
INFINITY PHARMAC INFI US 47.0 (14.1) 33.6
INFINITY PHARMAC INFI1EUR EU 47.0 (14.1) 33.6
INFINITY PHARMAC I3F GZ 47.0 (14.1) 33.6
INFINITY PHARMAC I3F TH 47.0 (14.1) 33.6
INFINITY PHARMAC I3F QT 47.0 (14.1) 33.6
INFRASTRUCTURE A IEA US 722.4 (72.1) 97.1
INFRASTRUCTURE A IEAEUR EU 722.4 (72.1) 97.1
INFRASTRUCTURE A 5YF GR 722.4 (72.1) 97.1
INHIBRX INC INBX US 143.6 91.7 97.1
INHIBRX INC 1RK GR 143.6 91.7 97.1
INHIBRX INC INBXEUR EU 143.6 91.7 97.1
INHIBRX INC 1RK QT 143.6 91.7 97.1
INSEEGO CORP INO TH 223.7 (27.2) 40.7
INSEEGO CORP INO QT 223.7 (27.2) 40.7
INSEEGO CORP INSG US 223.7 (27.2) 40.7
INSEEGO CORP INO GR 223.7 (27.2) 40.7
INSEEGO CORP INSGEUR EU 223.7 (27.2) 40.7
INSEEGO CORP INO GZ 223.7 (27.2) 40.7
INSPIRED ENTERTA INSE US 320.3 (95.0) 10.3
INTERCEPT PHARMA I4P TH 591.4 (130.3) 398.0
INTERCEPT PHARMA ICPT US 591.4 (130.3) 398.0
INTERCEPT PHARMA I4P GR 591.4 (130.3) 398.0
INTERCEPT PHARMA ICPT* MM 591.4 (130.3) 398.0
INTERCEPT PHARMA I4P GZ 591.4 (130.3) 398.0
JACK IN THE BOX JBX GR 1,906.5 (793.4) (4.8)
JACK IN THE BOX JACK US 1,906.5 (793.4) (4.8)
JACK IN THE BOX JBX GZ 1,906.5 (793.4) (4.8)
JACK IN THE BOX JBX QT 1,906.5 (793.4) (4.8)
JACK IN THE BOX JACK1EUR EU 1,906.5 (793.4) (4.8)
JOSEMARIA RESOUR JOSE SS 28.8 (9.4) (18.4)
JOSEMARIA RESOUR NGQSEK EU 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES EB 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES IX 28.8 (9.4) (18.4)
JOSEMARIA RESOUR JOSES I2 28.8 (9.4) (18.4)
JUST ENERGY GROU JE US 1,137.7 (170.7) (33.8)
JUST ENERGY GROU JE CN 1,137.7 (170.7) (33.8)
JUST ENERGY GROU 1JE GR 1,137.7 (170.7) (33.8)
JUST ENERGY GROU JEEUR EU 1,137.7 (170.7) (33.8)
JUST ENERGY GROU 1JE1 TH 1,137.7 (170.7) (33.8)
KEMPHARM INC KMPH US 11.2 (62.3) (62.7)
KEMPHARM INC 1GDA GR 11.2 (62.3) (62.7)
KEMPHARM INC KMPHEUR EU 11.2 (62.3) (62.7)
L BRANDS INC LB US 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LTD TH 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LTD GR 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LTD SW 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LB* MM 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LTD QT 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LBEUR EU 11,161.0 (1,564.0) 1,597.0
L BRANDS INC LBRA AV 11,161.0 (1,564.0) 1,597.0
L BRANDS INC-BDR LBRN34 BZ 11,161.0 (1,564.0) 1,597.0
LA JOLLA PHARM LJPC US 80.7 (85.5) 23.4
LA JOLLA PHARM LJPP GR 80.7 (85.5) 23.4
LA JOLLA PHARM LJPP QT 80.7 (85.5) 23.4
LENNOX INTL INC LII US 2,032.5 (17.1) 386.3
LENNOX INTL INC LXI GR 2,032.5 (17.1) 386.3
LENNOX INTL INC LII* MM 2,032.5 (17.1) 386.3
LENNOX INTL INC LXI TH 2,032.5 (17.1) 386.3
LENNOX INTL INC LII1EUR EU 2,032.5 (17.1) 386.3
LESLIE'S INC LESL US 747.1 (386.4) 162.8
LESLIE'S INC LE3 GR 747.1 (386.4) 162.8
LESLIE'S INC LESLEUR EU 747.1 (386.4) 162.8
LESLIE'S INC LE3 TH 747.1 (386.4) 162.8
LESLIE'S INC LE3 QT 747.1 (386.4) 162.8
MADISON SQUARE G MS8 GR 1,292.1 (265.1) (172.7)
MADISON SQUARE G MSG1EUR EU 1,292.1 (265.1) (172.7)
MADISON SQUARE G MSGS US 1,292.1 (265.1) (172.7)
MANNKIND CORP MNKD US 95.7 (186.4) (39.8)
MANNKIND CORP NNFN TH 95.7 (186.4) (39.8)
MANNKIND CORP NNFN GR 95.7 (186.4) (39.8)
MANNKIND CORP NNFN SW 95.7 (186.4) (39.8)
MANNKIND CORP NNFN QT 95.7 (186.4) (39.8)
MANNKIND CORP MNKDEUR EU 95.7 (186.4) (39.8)
MASON INDUSTRIAL MIT/U US 0.2 (0.1) (0.2)
MATCH GROUP -BDR M1TC34 BZ 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH US 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN TH 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTCH1* MM 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GR 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN QT 2,977.0 (1,176.0) 520.2
MATCH GROUP INC MTC2 AV 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN SW 2,977.0 (1,176.0) 520.2
MATCH GROUP INC 4MGN GZ 2,977.0 (1,176.0) 520.2
MCAFEE CORP - A MCFE US 5,553.0 (2,323.0) (1,182.0)
MCAFEE CORP - A MC7 GR 5,553.0 (2,323.0) (1,182.0)
MCAFEE CORP - A MCFEEUR EU 5,553.0 (2,323.0) (1,182.0)
MCDONALD'S CORP TCXMCD AU 52,626.8 (7,824.9) 62.0
MCDONALDS - BDR MCDC34 BZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO TH 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD US 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GR 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD* MM 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD TE 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD CI 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD AV 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDUSD SW 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCDEUR EU 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO GZ 52,626.8 (7,824.9) 62.0
MCDONALDS CORP 0R16 LN 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MDO QT 52,626.8 (7,824.9) 62.0
MCDONALDS CORP MCD PE 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCD AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDC AR 52,626.8 (7,824.9) 62.0
MCDONALDS-CEDEAR MCDD AR 52,626.8 (7,824.9) 62.0
MDC PARTNERS-A MDCA US 1,706.1 (145.2) (158.3)
MEDIAALPHA INC-A MAX US - (9.9) (9.9)
MEDLEY MANAGE-A MDLY US 38.7 (132.0) (15.2)
MEDLEY MANAGE-A 731 GR 38.7 (132.0) (15.2)
MERCER PARK BR-A BRND/A/U CN 411.4 (7.6) 2.7
MERCER PARK BR-A MRCQF US 411.4 (7.6) 2.7
MICHAELS COS INC MIK US 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM GR 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM TH 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIKEUR EU 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM QT 4,263.3 (1,389.9) 381.9
MICHAELS COS INC MIM GZ 4,263.3 (1,389.9) 381.9
MICROVISION INC MVIN TH 9.0 (4.2) (5.8)
MICROVISION INC MVIN GR 9.0 (4.2) (5.8)
MICROVISION INC MVIS US 9.0 (4.2) (5.8)
MICROVISION INC MVISEUR EU 9.0 (4.2) (5.8)
MICROVISION INC MVIN GZ 9.0 (4.2) (5.8)
MICROVISION INC MVIN QT 9.0 (4.2) (5.8)
MILESTONE MEDICA MMD PW 1.0 (16.3) (16.3)
MILESTONE MEDICA MMDPLN EU 1.0 (16.3) (16.3)
MOGO INC MOGO CN 101.5 (3.3) -
MOGO INC SGCC GR 101.5 (3.3) -
MOGO INC MOGO US 101.5 (3.3) -
MOGO INC DCFEUR EU 101.5 (3.3) -
MOGO INC SGCC TH 101.5 (3.3) -
MONEYGRAM INTERN 9M1N GR 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN MGI US 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N TH 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN MGIEUR EU 4,494.0 (249.1) (94.5)
MONEYGRAM INTERN 9M1N QT 4,494.0 (249.1) (94.5)
MONTES ARCHIM-A MAAC US 0.5 (0.0) (0.5)
MONTES ARCHIMEDE MAACU US 0.5 (0.0) (0.5)
MOTOROLA SOL-BDR M1SI34 BZ 10,876.0 (541.0) 838.0
MOTOROLA SOL-CED MSI AR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOT TE 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI US 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA TH 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GR 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MSI1EUR EU 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA GZ 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MOSI AV 10,876.0 (541.0) 838.0
MOTOROLA SOLUTIO MTLA QT 10,876.0 (541.0) 838.0
MSCI INC MSCI US 4,198.6 (443.2) 903.8
MSCI INC 3HM GR 4,198.6 (443.2) 903.8
MSCI INC 3HM SW 4,198.6 (443.2) 903.8
MSCI INC 3HM QT 4,198.6 (443.2) 903.8
MSCI INC 3HM GZ 4,198.6 (443.2) 903.8
MSCI INC MSCI* MM 4,198.6 (443.2) 903.8
MSCI INC 3HM TH 4,198.6 (443.2) 903.8
MSCI INC-BDR M1SC34 BZ 4,198.6 (443.2) 903.8
MSG NETWORKS- A MSGN US 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 GR 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 QT 921.7 (467.9) 331.9
MSG NETWORKS- A MSGNEUR EU 921.7 (467.9) 331.9
MSG NETWORKS- A 1M4 TH 921.7 (467.9) 331.9
NANTHEALTH INC NH US 209.0 (92.3) 10.2
NANTHEALTH INC NEL GR 209.0 (92.3) 10.2
NANTHEALTH INC NHEUR EU 209.0 (92.3) 10.2
NANTHEALTH INC NEL TH 209.0 (92.3) 10.2
NANTHEALTH INC NEL GZ 209.0 (92.3) 10.2
NATHANS FAMOUS NATH US 104.6 (63.1) 79.3
NATHANS FAMOUS NFA GR 104.6 (63.1) 79.3
NATHANS FAMOUS NATHEUR EU 104.6 (63.1) 79.3
NATIONAL CINEMED NCMI US 1,097.8 (210.4) 183.0
NATIONAL CINEMED XWM GR 1,097.8 (210.4) 183.0
NATIONAL CINEMED NCMIEUR EU 1,097.8 (210.4) 183.0
NAVISTAR INTL IHR TH 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR GR 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL NAV US 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL NAVEUR EU 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR QT 6,637.0 (3,822.0) 1,206.0
NAVISTAR INTL IHR GZ 6,637.0 (3,822.0) 1,206.0
NESCO HOLDINGS I NSCO US 769.5 (24.4) 54.0
NEW ENG RLTY-LP NEN US 293.1 (39.3) -
NORTHERN OIL AND NOG US 1,025.5 (83.7) 13.3
NORTHERN OIL AND 4LT1 GR 1,025.5 (83.7) 13.3
NORTHERN OIL AND NOG1EUR EU 1,025.5 (83.7) 13.3
NORTONLIFEL- BDR S1YM34 BZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK US 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM TH 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GR 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC TE 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMC AV 6,357.0 (492.0) 27.0
NORTONLIFELOCK I NLOK* MM 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM GZ 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYMCEUR EU 6,357.0 (492.0) 27.0
NORTONLIFELOCK I SYM QT 6,357.0 (492.0) 27.0
NUNZIA PHARMACEU NUNZ US 0.1 (3.2) (2.5)
NUTANIX INC - A 0NU GZ 2,315.9 (557.4) 854.5
NUTANIX INC - A 0NU GR 2,315.9 (557.4) 854.5
NUTANIX INC - A NTNXEUR EU 2,315.9 (557.4) 854.5
NUTANIX INC - A 0NU TH 2,315.9 (557.4) 854.5
NUTANIX INC - A 0NU QT 2,315.9 (557.4) 854.5
NUTANIX INC - A NTNX US 2,315.9 (557.4) 854.5
OASIS PETROLEUM OAS US 2,506.8 (638.2) (235.9)
OASIS PETROLEUM OS70 GR 2,506.8 (638.2) (235.9)
OASIS PETROLEUM OAS1EUR EU 2,506.8 (638.2) (235.9)
OCULAR THERAPEUT OCUL US 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT TH 98.2 (4.1) 59.0
OCULAR THERAPEUT OCULEUR EU 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT GZ 98.2 (4.1) 59.0
OCULAR THERAPEUT 0OT GR 98.2 (4.1) 59.0
OLEMA PHARMACEUT OLMA US 0.1 (1.2) (1.3)
OMEROS CORP OMER US 227.1 (87.3) 148.3
OMEROS CORP 3O8 GR 227.1 (87.3) 148.3
OMEROS CORP OMERUSD EU 227.1 (87.3) 148.3
OMEROS CORP 3O8 QT 227.1 (87.3) 148.3
OMEROS CORP 3O8 TH 227.1 (87.3) 148.3
OMEROS CORP OMEREUR EU 227.1 (87.3) 148.3
ONDAS HOLDINGS I ONDS US 2.6 (16.4) (16.3)
OPENDOOR TECHNOL OPEN US 414.7 394.7 (4.9)
OPTIVA INC OPT CN 84.2 (82.4) 3.3
OPTIVA INC RKNEF US 84.2 (82.4) 3.3
OTIS WORLDWI OTIS US 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GR 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG GZ 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTISEUR EU 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI OTIS* MM 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG TH 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI 4PG QT 10,710.0 (3,201.0) (180.0)
OTIS WORLDWI-BDR O1TI34 BZ 10,710.0 (3,201.0) (180.0)
PAPA JOHN'S INTL PP1 GR 816.7 (14.1) 19.4
PAPA JOHN'S INTL PZZA US 816.7 (14.1) 19.4
PAPA JOHN'S INTL PZZAEUR EU 816.7 (14.1) 19.4
PAPA JOHN'S INTL PP1 GZ 816.7 (14.1) 19.4
PAPA JOHN'S INTL PP1 TH 816.7 (14.1) 19.4
PAPA JOHN'S INTL PP1 QT 816.7 (14.1) 19.4
PARATEK PHARMACE PRTK US 198.7 (79.9) 172.1
PARATEK PHARMACE N4CN GR 198.7 (79.9) 172.1
PARATEK PHARMACE N4CN TH 198.7 (79.9) 172.1
PAVMED INC PAVM US 10.5 (14.8) (15.4)
PHILIP MORRI-BDR PHMO34 BZ 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 GR 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM US 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1CHF EU 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1 TE 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 TH 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM1EUR EU 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMI SW 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 0M8V LN 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMOR AV 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 GZ 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMIZ IX 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PMIZ EB 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN 4I1 QT 44,815.0 (10,631.0) 1,877.0
PHILIP MORRIS IN PM* MM 44,815.0 (10,631.0) 1,877.0
PLANET FITNESS-A PLNT1EUR EU 1,801.6 (722.9) 440.8
PLANET FITNESS-A 3PL QT 1,801.6 (722.9) 440.8
PLANET FITNESS-A PLNT US 1,801.6 (722.9) 440.8
PLANET FITNESS-A 3PL TH 1,801.6 (722.9) 440.8
PLANET FITNESS-A 3PL GR 1,801.6 (722.9) 440.8
PLANET FITNESS-A 3PL GZ 1,801.6 (722.9) 440.8
PLANTRONICS INC PLT US 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GR 2,201.5 (145.0) 193.1
PLANTRONICS INC PLTEUR EU 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM GZ 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM TH 2,201.5 (145.0) 193.1
PLANTRONICS INC PTM QT 2,201.5 (145.0) 193.1
POWIN ENERGY COR PWON US 15.9 (5.9) (17.6)
PPD INC PPD US 6,041.5 (915.2) 203.0
PRIORITY TECHNOL PRTHU US 380.4 (98.3) 3.6
PRIORITY TECHNOL PRTH US 380.4 (98.3) 3.6
PRIORITY TECHNOL PRTHEUR EU 380.4 (98.3) 3.6
PRIORITY TECHNOL 60W GR 380.4 (98.3) 3.6
PROGENITY INC 4ZU TH 119.6 (60.4) 5.7
PROGENITY INC 4ZU GR 119.6 (60.4) 5.7
PROGENITY INC PROGEUR EU 119.6 (60.4) 5.7
PROGENITY INC 4ZU QT 119.6 (60.4) 5.7
PROGENITY INC 4ZU GZ 119.6 (60.4) 5.7
PROGENITY INC PROG US 119.6 (60.4) 5.7
PSOMAGEN INC-KDR 950200 KS 49.5 36.8 25.3
PUMA BIOTECHNOLO PBYI US 261.7 (0.5) 41.6
PUMA BIOTECHNOLO 0PB SW 261.7 (0.5) 41.6
PUMA BIOTECHNOLO 0PB GR 261.7 (0.5) 41.6
PUMA BIOTECHNOLO 0PB TH 261.7 (0.5) 41.6
PUMA BIOTECHNOLO PBYIEUR EU 261.7 (0.5) 41.6
QUANTUM CORP QMCO US 185.8 (194.0) 1.6
QUANTUM CORP QNT2 GR 185.8 (194.0) 1.6
QUANTUM CORP QTM1EUR EU 185.8 (194.0) 1.6
QUANTUM CORP QNT2 TH 185.8 (194.0) 1.6
RADIUS HEALTH IN RDUS US 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 GR 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 TH 196.0 (108.6) 101.7
RADIUS HEALTH IN RDUSEUR EU 196.0 (108.6) 101.7
RADIUS HEALTH IN 1R8 QT 196.0 (108.6) 101.7
REC SILICON ASA RECSIO IX 258.4 (19.2) 47.9
REC SILICON ASA RECSIO S1 258.4 (19.2) 47.9
REC SILICON ASA REC SS 258.4 (19.2) 47.9
REC SILICON ASA RECSIO TQ 258.4 (19.2) 47.9
REC SILICON ASA REC EU 258.4 (19.2) 47.9
REC SILICON ASA RECSIO EB 258.4 (19.2) 47.9
REC SILICON ASA REC NO 258.4 (19.2) 47.9
REC SILICON ASA RECSIO QX 258.4 (19.2) 47.9
REC SILICON ASA RECSIO PO 258.4 (19.2) 47.9
REC SILICON ASA RECSIO S2 258.4 (19.2) 47.9
REC SILICON ASA RECSIO QE 258.4 (19.2) 47.9
REC SILICON ASA RECSIO T1 258.4 (19.2) 47.9
REC SILICON ASA RECSIO I2 258.4 (19.2) 47.9
REC SILICON ASA RECO S4 258.4 (19.2) 47.9
REMARK HOLD INC MARK US 16.1 (2.8) (5.8)
REMARK HOLD INC 3SWN GR 16.1 (2.8) (5.8)
REMARK HOLD INC MARKEUR EU 16.1 (2.8) (5.8)
REMARK HOLD INC 3SWN TH 16.1 (2.8) (5.8)
REMARK HOLD INC 3SWN QT 16.1 (2.8) (5.8)
REMARK HOLD INC 3SWN GZ 16.1 (2.8) (5.8)
REVLON INC-A RVL1 GR 2,973.3 (1,582.9) (38.9)
REVLON INC-A REV US 2,973.3 (1,582.9) (38.9)
REVLON INC-A RVL1 TH 2,973.3 (1,582.9) (38.9)
REVLON INC-A REVEUR EU 2,973.3 (1,582.9) (38.9)
REVLON INC-A REV* MM 2,973.3 (1,582.9) (38.9)
RICE ACQUISIT- A RICE US 0.4 (0.1) 0.0
RICE ACQUISITION RICE/U US 0.4 (0.1) 0.0
RIMINI STREET IN RMNI US 220.3 (61.5) (64.7)
SBA COMM CORP 4SB TH 9,034.7 (4,471.2) (92.7)
SBA COMM CORP 4SB GR 9,034.7 (4,471.2) (92.7)
SBA COMM CORP SBAC US 9,034.7 (4,471.2) (92.7)
SBA COMM CORP 4SB GZ 9,034.7 (4,471.2) (92.7)
SBA COMM CORP SBACEUR EU 9,034.7 (4,471.2) (92.7)
SBA COMM CORP 4SB QT 9,034.7 (4,471.2) (92.7)
SBA COMM CORP SBAC* MM 9,034.7 (4,471.2) (92.7)
SBA COMMUN - BDR S1BA34 BZ 9,034.7 (4,471.2) (92.7)
SCIENTIFIC GAMES TJW TH 8,102.0 (2,541.0) 1,424.0
SCIENTIFIC GAMES TJW GZ 8,102.0 (2,541.0) 1,424.0
SCIENTIFIC GAMES SGMS US 8,102.0 (2,541.0) 1,424.0
SCIENTIFIC GAMES TJW GR 8,102.0 (2,541.0) 1,424.0
SCOPUS BIOPHARMA SCPS US 1.2 (2.5) (2.6)
SEAWORLD ENTERTA SEAS US 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA W2L GR 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA W2L TH 2,650.2 (66.5) 211.5
SEAWORLD ENTERTA SEASEUR EU 2,650.2 (66.5) 211.5
SELECTA BIOSCIEN SELB US 181.0 (7.4) 89.5
SELECTA BIOSCIEN 1S7 GR 181.0 (7.4) 89.5
SELECTA BIOSCIEN SELBEUR EU 181.0 (7.4) 89.5
SELECTA BIOSCIEN 1S7 TH 181.0 (7.4) 89.5
SELECTA BIOSCIEN 1S7 GZ 181.0 (7.4) 89.5
SENSEI BIOTHERAP SNSE US 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 GR 1.2 (21.1) (21.2)
SENSEI BIOTHERAP SNSEEUR EU 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 TH 1.2 (21.1) (21.2)
SENSEI BIOTHERAP 407 QT 1.2 (21.1) (21.2)
SENSEONICS HLDGS 6L6 TH 44.1 (52.0) 25.7
SENSEONICS HLDGS 6L6 GR 44.1 (52.0) 25.7
SENSEONICS HLDGS SENS1EUR EU 44.1 (52.0) 25.7
SENSEONICS HLDGS SENS US 44.1 (52.0) 25.7
SHELL MIDSTREAM SHLX US 2,394.0 (414.0) 311.0
SIMPLY INC IFONUSD EU 23.6 (1.0) (4.8)
SINCLAIR BROAD-A SBGI US 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBTA GR 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBGIEUR EU 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBTA GZ 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBTA TH 12,483.0 (1,483.0) 1,567.0
SINCLAIR BROAD-A SBTA QT 12,483.0 (1,483.0) 1,567.0
SIRIUS XM HO-BDR SRXM34 BZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GR 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO TH 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI US 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRI AV 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN SIRIEUR EU 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO GZ 10,333.0 (2,285.0) (2,200.0)
SIRIUS XM HOLDIN RDO QT 10,333.0 (2,285.0) (2,200.0)
SIX FLAGS ENTERT 6FE GR 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT SIXEUR EU 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT SIX US 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT 6FE QT 2,865.0 (532.7) (46.8)
SIX FLAGS ENTERT 6FE TH 2,865.0 (532.7) (46.8)
SLEEP NUMBER COR SL2 GR 780.1 (102.8) (348.2)
SLEEP NUMBER COR SNBR US 780.1 (102.8) (348.2)
SLEEP NUMBER COR SNBREUR EU 780.1 (102.8) (348.2)
SOTERA HEALTH CO SHC US 2,580.7 (627.5) 128.4
SOTERA HEALTH CO SH5 GR 2,580.7 (627.5) 128.4
SOTERA HEALTH CO SHCEUR EU 2,580.7 (627.5) 128.4
STARBUCKS CORP SBUX* MM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GR 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB TH 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX CI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX AV 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX TE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXEUR EU 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX IM 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXUSD SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB GZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX US 29,968.4 (7,904.0) 473.6
STARBUCKS CORP TCXSBU AU 29,968.4 (7,904.0) 473.6
STARBUCKS CORP USSBUX KZ 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX PE 29,968.4 (7,904.0) 473.6
STARBUCKS CORP 0QZH LI 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUX SW 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SRB QT 29,968.4 (7,904.0) 473.6
STARBUCKS CORP SBUXCL CI 29,968.4 (7,904.0) 473.6
STARBUCKS-BDR SBUB34 BZ 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUXD AR 29,968.4 (7,904.0) 473.6
STARBUCKS-CEDEAR SBUX AR 29,968.4 (7,904.0) 473.6
SUNPOWER CORP S9P2 GR 1,449.3 (7.1) 107.0
SUNPOWER CORP SPWR US 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 TH 1,449.3 (7.1) 107.0
SUNPOWER CORP SPWREUR EU 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 GZ 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 QT 1,449.3 (7.1) 107.0
SUNPOWER CORP S9P2 SW 1,449.3 (7.1) 107.0
T2 BIOSYSTEMS TTOO US 77.6 17.6 41.1
TELOS CORP TLS US 85.8 (133.8) (11.3)
TELOS CORP TLS2EUR EU 85.8 (133.8) (11.3)
TENNECO INC-A TEN1EUR EU 11,811.0 (43.0) 1,258.0
TENNECO INC-A TNN GR 11,811.0 (43.0) 1,258.0
TENNECO INC-A TEN US 11,811.0 (43.0) 1,258.0
TENNECO INC-A TNN GZ 11,811.0 (43.0) 1,258.0
TENNECO INC-A TNN TH 11,811.0 (43.0) 1,258.0
THUNDER BRIDGE C TBCPU US 0.1 (0.0) (0.1)
TRANSDIGM - BDR T1DG34 BZ 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG US 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D GR 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDG* MM 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D TH 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP TDGEUR EU 18,557.0 (3,721.0) 5,511.0
TRANSDIGM GROUP T7D QT 18,557.0 (3,721.0) 5,511.0
TRIUMPH GROUP TG7 GR 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGI US 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TG7 TH 2,401.9 (1,069.8) 699.1
TRIUMPH GROUP TGIEUR EU 2,401.9 (1,069.8) 699.1
TUPPERWARE BRAND TUP GR 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP US 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP TH 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP1EUR EU 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP GZ 1,191.4 (244.0) (655.5)
TUPPERWARE BRAND TUP QT 1,191.4 (244.0) (655.5)
UBIQUITI INC UI US 781.2 (181.8) 374.7
UBIQUITI INC 3UB GR 781.2 (181.8) 374.7
UBIQUITI INC UBNTEUR EU 781.2 (181.8) 374.7
UBIQUITI INC 3UB GZ 781.2 (181.8) 374.7
UNISYS CORP USY1 TH 2,407.4 (200.3) 549.4
UNISYS CORP USY1 GR 2,407.4 (200.3) 549.4
UNISYS CORP UIS US 2,407.4 (200.3) 549.4
UNISYS CORP UIS1 SW 2,407.4 (200.3) 549.4
UNISYS CORP UISEUR EU 2,407.4 (200.3) 549.4
UNISYS CORP UISCHF EU 2,407.4 (200.3) 549.4
UNISYS CORP USY1 GZ 2,407.4 (200.3) 549.4
UNISYS CORP USY1 QT 2,407.4 (200.3) 549.4
UNITI GROUP INC 8XC SW 4,838.0 (1,995.1) -
UNITI GROUP INC 8XC GR 4,838.0 (1,995.1) -
UNITI GROUP INC UNIT US 4,838.0 (1,995.1) -
UNITI GROUP INC 8XC TH 4,838.0 (1,995.1) -
UWM HOLDINGS COR UWMC US 425.8 406.4 (4.0)
VALVOLINE INC VVVEUR EU 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 GR 3,156.0 (55.0) 708.0
VALVOLINE INC 0V4 QT 3,156.0 (55.0) 708.0
VALVOLINE INC VVV US 3,156.0 (55.0) 708.0
VECTOR GROUP LTD VGR US 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR GR 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGREUR EU 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR TH 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR QT 1,443.0 (662.1) 360.6
VECTOR GROUP LTD VGR GZ 1,443.0 (662.1) 360.6
VERISIGN INC VRS TH 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS GR 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSN US 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSN* MM 1,766.9 (1,390.2) 229.2
VERISIGN INC VRSNEUR EU 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS GZ 1,766.9 (1,390.2) 229.2
VERISIGN INC VRS QT 1,766.9 (1,390.2) 229.2
VERISIGN INC-BDR VRSN34 BZ 1,766.9 (1,390.2) 229.2
VERISIGN-CEDEAR VRSN AR 1,766.9 (1,390.2) 229.2
VERY GOOD FOOD C VERY CN 15.8 9.1 8.1
VERY GOOD FOOD C 0SI GR 15.8 9.1 8.1
VERY GOOD FOOD C VERY1EUR EU 15.8 9.1 8.1
VERY GOOD FOOD C VRYYF US 15.8 9.1 8.1
VERY GOOD FOOD C 0SI TH 15.8 9.1 8.1
VERY GOOD FOOD C 0SI GZ 15.8 9.1 8.1
VERY GOOD FOOD C 0SI QT 15.8 9.1 8.1
VISION HYDROGEN VIHD US 0.3 (0.3) (0.5)
VIVINT SMART HOM VVNT US 2,924.7 (1,437.3) (300.3)
WAYFAIR INC- A W US 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A W* MM 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A WUSD EU 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF QT 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF GZ 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF GR 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A 1WF TH 4,558.4 (1,459.6) 826.1
WAYFAIR INC- A WEUR EU 4,558.4 (1,459.6) 826.1
WIDEOPENWEST INC WU5 TH 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WU5 GR 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WOW1EUR EU 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WU5 QT 2,499.3 (222.5) (100.6)
WIDEOPENWEST INC WOW US 2,499.3 (222.5) (100.6)
WINGSTOP INC WING1EUR EU 219.7 (183.5) 24.9
WINGSTOP INC WING US 219.7 (183.5) 24.9
WINGSTOP INC EWG GR 219.7 (183.5) 24.9
WINGSTOP INC EWG GZ 219.7 (183.5) 24.9
WINMARK CORP WINA US 35.8 (8.8) 10.4
WINMARK CORP GBZ GR 35.8 (8.8) 10.4
WORKHORSE GROUP WKHSEUR EU 120.4 (12.2) (32.4)
WORKHORSE GROUP WKHS US 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO GR 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO TH 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO GZ 120.4 (12.2) (32.4)
WORKHORSE GROUP 1WO QT 120.4 (12.2) (32.4)
WW INTERNATIONAL WW US 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 GR 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 TH 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 SW 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 GZ 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WTWEUR EU 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WW6 QT 1,503.0 (581.2) (42.9)
WW INTERNATIONAL WTW AV 1,503.0 (581.2) (42.9)
WYNDHAM DESTINAT WD5 GR 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WYND US 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WD5 TH 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WYNEUR EU 7,822.0 (993.0) 1,562.0
WYNDHAM DESTINAT WD5 QT 7,822.0 (993.0) 1,562.0
WYNN RESORTS LTD WYR GR 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYR TH 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYNN* MM 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYNN US 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYNNEUR EU 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYR GZ 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYNN SW 13,967.1 (546.6) 2,180.8
WYNN RESORTS LTD WYR QT 13,967.1 (546.6) 2,180.8
WYNN RESORTS-BDR W1YN34 BZ 13,967.1 (546.6) 2,180.8
YELLOW CORP YEL GR 2,185.8 (223.3) 329.1
YELLOW CORP YEL1 TH 2,185.8 (223.3) 329.1
YELLOW CORP YELL US 2,185.8 (223.3) 329.1
YELLOW CORP YEL1 SW 2,185.8 (223.3) 329.1
YELLOW CORP YEL QT 2,185.8 (223.3) 329.1
YELLOW CORP YRCWEUR EU 2,185.8 (223.3) 329.1
YUBO INTERNATION YBGJ US - (0.0) (0.0)
YUM! BRANDS -BDR YUMR34 BZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TH 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GR 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM* MM 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM US 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMUSD SW 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR GZ 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUMEUR EU 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR QT 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM SW 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC YUM AV 5,852.0 (7,891.0) 14.0
YUM! BRANDS INC TGR TE 5,852.0 (7,891.0) 14.0
ZHEN DING RESOUR RBTK US 0.0 (10.1) (10.1)
*********
Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par. Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable. Those sources may not,
however, be complete or accurate. The Monday Bond Pricing table
is compiled on the Friday prior to publication. Prices reported
are not intended to reflect actual trades. Prices for actual
trades are probably different. Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind. It is likely that some entity
affiliated with a TCR editor holds some position in the issuers
public debt and equity securities about which we report.
Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets. At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled. Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets. A company may establish reserves on its balance sheet for
liabilities that may never materialize. The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.
On Thursdays, the TCR delivers a list of recently filed
Chapter 11 cases involving less than $1,000,000 in assets and
liabilities delivered to nation's bankruptcy courts. The list
includes links to freely downloadable images of these small-dollar
petitions in Acrobat PDF format.
Each Friday's edition of the TCR includes a review about a book of
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Monthly Operating Reports are summarized in every Saturday edition
of the TCR.
The Sunday TCR delivers securitization rating news from the week
then-ending.
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Point your Web browser to http://TCRresources.bankrupt.com/and use
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*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine
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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.
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*** End of Transmission ***