/raid1/www/Hosts/bankrupt/TCR_Public/210217.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
Wednesday, February 17, 2021, Vol. 25, No. 47
Headlines
203 W 107 STREET: Tenants Group Still Opposes Amended Disclosure
5401 MONTOYA DR: Asks Court for Authority to Use Cash Collateral
AIRPORT VAN: Committee Seeks to Hire Elkins Kalt as Counsel
AMERICAN COMMERCIAL: Gets OK to Hire Stan Johnson as Broker
ARCH RESOURCES: S&P Rates $45MM Tax-Exempt Revenue Bonds 'B'
BEGIN A LEGACY: Seeks to Hire Smith Shapourian as Special Counsel
BLESSINGS INC: Gets OK to Hire Burch & Cracchiolo as Co-Counsel
BLVCK BVLLED: Plan of Reorganization Confirmed by Judge
BOY SCOUTS OF AMERICA: Insurer Wants Sidley Austin Out of Case
C & S FORESTRY: Seeks to Hire Whitehurst Blackburn as Counsel
CASA DE LAS INVESTMENTS: Seeks to Hire Hinds Law Group as Counsel
CENTURY ALUMINUM: Names Gunnar Gudlaugsson Global Operations EVP
CHARGING BEAR: Business Ending; Unsecureds to Get Nothing
CONTINENTAL COUNTRY: Hires Krupnik & Speas as Special Counsel
CORT & MEDAS: 1414 Lender to File Amended Plan
COUNTRY FRESH: Case Summary & 30 Largest Unsecured Creditors
COVIA HOLDINGS: Pomerantz LLP Probes Claims on Behalf of Investors
CPESAZ LIQUIDATING: April 5 Hearing on Amended Liquidating Plan
CURO GROUP: Flexiti Acquisition No Impact on Moody's B3 Rating
DBMP LLC: Future Claimants Rep Taps Alexander Ricks as Counsel
DIRECT DIESEL: Seeks to Hire Farsad Law Office as Counsel
DJM HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
DRW HOLDINGS: Moody's Affirms Ba3 CFR Following Refinancing Plan
DW PRODUCTIONS: Files Emergency Bid to Use Cash Collateral
DWS CLOTHING: Wins Cash Collateral Access Until Plan Approval
EAS GRACELAND: Gets Interim Cash Collateral Access Thru Feb. 25
ENVIVA HOLDINGS: Moody's Rates Proposed $325MM First Lien Loan B2
EXTERRAN ENERGY: Moody's Lowers CFR to B1 on Growing Debt Leverage
FANNIE MAE: Reports $11.8 Billion Net Income for 2020
FERRELLGAS PARTNERS: Fine-Tunes Plan Ahead of Feb. 19 Hearing
FF FUND: General Partner Plans to Borrow $4M from Exit Lender
FIREBALL REALTY: Fine-Tunes Plan; To Sell South Willow for $720K
FORD MOTOR: Moody's Completes Review, Retains Ba2 CFR
FURNITURELAND USA: Seeks to Hire Colliers International as Broker
GARRETT MOTION: Equity Holders Say Plan Superior to Debtors'
GATA III: Case Summary & 7 Unsecured Creditors
GREAT WESTERN: Fitch Upgrades IDR to 'B-' Following Refinancing
GREAT WESTERN: Moody's Hikes CFR to B3 & Alters Outlook to Stable
GROW CAPITAL: Delays Filing of Form 10-Q for Period Ended Dec. 31
GRUPO AEROMEXICO: Akin Gump Updates on Senior Noteholder Group
GUY LA FERRERA'S: Seeks to Hire Eric Filkins as Accountant
HERALD HOTEL: Taps Marcus & Millichap to Market NY Property Lease
HOME SWEET HOME: Seeks Court Approval to Hire DCC Accounting
HOP-HEDZ INC: Has Until March 1 to File Plan & Disclosures
IDEANOMICS INC: Enters Into $80M Convertible Debenture Financing
INTEGRATED AG: Gets OK to Hire Burch & Cracchiolo as Legal Counsel
INTERNATIONAL WEALTH: Gets OK to Hire Platzer Swergold as Counsel
INTERNATIONAL WEALTH: Taps Wayne Greenwald as Conflicts Counsel
ION GEOPHYSICAL: Amends Restructuring Support Agreement
ION GEOPHYSICAL: Incurs $37.1 Million Net Loss in 2020
IVANTI SOFTWARE: Moody's Affirms 'B3' CFR & Rates $440MM Loan 'B2'
J.C. PENNEY & NEIMAN MARCUS: Paid $100 Million in Bankruptcy Fees
JAGUAR DISTRIBUTION: Seeks Court Approval to Hire Tax Accountant
JB HOLDINGS: Seeks to Hire McCarthy Summers as Special Counsel
JOURNEY PERSONAL: Moody's Assigns B2 CFR & Rates $620M Term Loan B2
KINTARA THERAPEUTICS: Incurs $5.4 Million Net Loss in 2nd Quarter
LD HOLDINGS: S&P Ups ICR to 'B+' on Reduced Financial Sponsorship
LEWISBERRY PARTNERS: Seeks Cash Collateral Access
LIGHTHOUSE RESOURCES: Execs Got Big Bonuses Before Filing
LONESTAR II GENERATION: Moody's Cuts Secured Debt Rating to B1
LRGHEALTHCARE: Public Hearing on Sale to Concord Set for Feb. 23
M TRAN CONSTRUCTION: Unsecureds' Recovery Hiked to 36% in Plan
MALLINCKRODT PLC: Panel Taps Maples and Calder as Special Counsel
MBM SAND: Unsecureds Will Receive 100% from Liquidation Proceeds
MBMK PROPERTY: Seeks to Hire Regional Bankruptcy as Counsel
MIDTOWN CAMPUS: Wins Access to Best Meridian's Cash Collateral
MMM HOLDINGS: Moody's Puts B1 CFR on Review for Upgrade
MOORE TRUCKING: Trustee Seeks to Hire Turner & Johns as Counsel
NATIONAL RIFLE: Seek to Hire Garman Turner as Co-Counsel
NEW ARCLIN: Moody's Gives B2 Rating on New $160MM Term Loan Add-on
NOSCE TE IPSUM: Seeks to Hire Charles A. Cuprill as Counsel
PACIFIC LINKS: Hawaii MVCC Can Use Cash Collateral on Interim Basis
PARKER'S QUALITY: Unsecureds to be Paid in Full by June 30
PBS BRAND: Committee Seeks to Retain Porzio Bromberg as Counsel
PBS BRAND: Committee Taps Province LLC as Financial Advisor
PDG PRESTIGE: Voluntary Chapter 11 Case Summary
PETER CHARLES: Plan to be Funded by Income; Plan Confirmed by Judge
R3D HOLDINGS: Objections Resolved, Plan Confirmed
RAMEN CONCEPTS: Case Summary & 8 Unsecured Creditors
RE/MAX LLC: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
REALPAGE INC: Moody's Gives B3 CFR & Rates $3BB 1st Lien Loans B2
REDFISH COMMONS: Unsecureds to Recover 100% on Effective Date
RFA FRONTINO: Wins Interim Cash Collateral Access
RISING PHOENIX: Says Objections Resolved, Touts Consensual Plan
SCHNELL SERVICES: March 23 Plan Confirmation Hearing Set
SEADRILL LTD: Weil Gotshal Represents RigCo Lenders
SEARS HOLDINGS: To Close Its Last Store in Louisiana
SENIOR PRO SERVICES: Unsec. Creditors to Get 100% in 96 Months
SEVEN GENERATIONS: Arc Merger No Impact on Moody's Ba2 Rating
SHD LLC: Seeks to Hire Elmore Hupp as Financial Advisor
SIRVA WORLDWIDE: Moody's Affirms Caa1 CFR, Alters Outlook to Stable
STUDIO MOVIE: Rosedale Bakersfield Opposes to Disclosure Statement
TECHNICAL COMMUNICATIONS: All 3 Proposals Passed at Annual Meeting
TEN OAKS FITNESS: Seeks to Hire Coyle Law Group as Legal Counsel
TESLA INC: Moody's Completes Review, Retains B2 CFR
TIER ONE: Case Summary & 20 Largest Unsecured Creditors
TRC COMPANIES: Moody's Affirms B2 CFR & Alters Outlook to Stable
TTK RE ENTERPRISE: Seeks to Use Cash Collateral Until June 1
TUPPERWARE BRANDS: Inks Fifth Amendment to O'Connor Purchase Deal
U.S. GLOVE: Case Summary & 13 Unsecured Creditors
UNIVERSAL TOWERS: Expects to Enter Into Deal With UTI and UTB
US ANESTHESIA: Moody's Affirms B3 CFR & Alters Outlook to Stable
VISTAGEN THERAPEUTICS: Posts $5.6 Million Net Loss in Third Quarter
WINDSOR MILLS: Case Summary & 6 Unsecured Creditors
ZAANA-17 LLC: Seeks to Hire Greenridge Financial as Accountant
[*] Pandemic Brings Increases to Chapter 11 Filings
*********
203 W 107 STREET: Tenants Group Still Opposes Amended Disclosure
----------------------------------------------------------------
The Ad Hoc Group of West 107th Street Tenants objects to the
Amended Disclosure Statement filed by 203 W 107 Street LLC, and its
Debtor Affiliates, and states as follows:
* The Amended Disclosure Statement and the underlying Amended
Plan still fail to address adequately the missing security
deposits. The new proposal to make the Successor Owners responsible
for security deposits does not comply with New York General
Obligations Law Sec. 7-105(3), which makes it a misdemeanor to
convey real property without turning over the tenants' security
deposits.
* The Cure Process definition unduly limits the forums for
adjudication of tenants' rent abatement claims to the Bankruptcy
Court or the Housing Part of the Civil Court. It is unreasonable
for the plan to restrict the tenants' election of remedies.
* The failure of the Debtors to disclose the numerous court
orders and findings of contempt of some of those orders demonstrate
the misleading nature of the Debtors' evaluation of their
performance.
* There should be an explanation in plain English of the
effect of the Plan on the tenants' rights if the Plan is adopted,
and if the Plan is not adopted. Otherwise, it would be impossible
for most tenant-creditors to understand how to vote on whether to
approve the Plan.
A full-text copy of West 107th Street Tenants' objection dated Feb.
7, 2021, is available at https://bit.ly/2ZgxiA7 from
PacerMonitor.com at no charge.
Attorneys for Ad Hoc Group of West:
KELLNER HERLIHY GETTY & FRIEDMAN, LLP
Douglas A. Kellner
470 Park Avenue South, 7th Floor
New York, New York 10016-6819
Tel: (212) 889-2121
E-mail: dak@khgflaw.com
About the Debtors
203 W 107 Street LLC and 10 other entities affiliated with Emerald
Equity Group sought Chapter 11 protection (Bankr. S.D.N.Y. Lead
Case No. 20-12960) on Dec. 28, 2020.
The Debtors are Single Asset Real Estate entities that each owns a
residential-building property in Manhattan. They own multi-family
residential buildings on 107th Street and 117th Streets in
Manhattan. 203 W 107 Street LLC, 210 W 107 Street LLC, 220 W 107
Street LLC and 230 W 107 Street LLC -- collectively, the "107th
Street Debtors" -- own the properties at 107th Street, New York.
124-136 East 117 LLC, 215 East 117 LLC, 231 East 117 LLC, 235 East
117 LLC, 244 East 117 LLC, East 117 Realty LLC and 1661 PA Realty
LLC -- collectively, the "117 Street Debtors" -- own the properties
at 117th Street. Currently, there are several hundred tenants
residing in the Properties.
203 W 107 Street disclosed total assets of $7,044,031 against
$102,929,476 in liabilities. 210 W 107 Street disclosed total
assets of $13,607,479 against liabilities of $103,053,340. 220 W
107th Street disclosed total assets of $15,413,641 against debt of
$103,046,384.
The petitions were signed by Ephraim Diamond, chief restructuring
officer.
Emerald retained Arbel Capital Advisors LLC and Ephraim Diamond,
its managing member, to assist Emerald and the Debtors in complying
with their obligations under the Restructuring Support Agreement
with LoanCore.
BACKENROTH FRANKEL & KRINSKY, LLP, led by Mark Frankel, Esq., is
serving as counsel to the Debtors.
5401 MONTOYA DR: Asks Court for Authority to Use Cash Collateral
----------------------------------------------------------------
5401 Montoya Dr. El Paso Texas, LLC asks the U.S. Bankruptcy Court
for the Western District of Texas, El Paso Division, for
authorization to use cash collateral.
5401 Montoya Dr. El Paso Texas was formed under the laws of the
state of Texas in September 2017 and has been operating
continuously. Benjamin Joe Giron is the sole and managing member of
the LLC. Prior to 2017, the facility was owned and operated as a
sole proprietorship. 5401 Montoya is a residential home for senior
citizens, commonly called a "group home." The home can accommodate
up to seven paying residents and a staff member. Mr. Giron
maintains a residence at this home as well.
The Debtor is a party, as borrower, to the Renewal and Extension
Deed of Trust dated November 18, 2019 payable to El Paso National
Mortgage, LLC. As of the Petition Date, the Debtor believes the
outstanding balance owed to EPNM to be $364,828.39.
The Debtor contends that other than the mortgage to EPNM, IT has no
pre-petition financing. The Debtor further contends that certain
revenue from the Business may constitute Cash Collateral as that
term is defined in 11 U.S.C. Section 363.
On February 5, 2021, EPNM filed an Notice of Security Interest in
Rents, Revenues, and Proceed Arising From Real Property Pursuant to
11 U.S.C. Section 552(b)(2) Constituting Cash Collateral Pursuant
to 11 U.S.C Section 363(a), and Objection to Use of Cash
Collateral. The Debtor's real property is subject to the mortgage
lien of EPNM and is also subject to a lien held by the City of El
Paso for ad valorem taxes in the amount of $11,848.53.
The Debtor tells the Court it filed the Chapter 11 petition to
preserve the value of its assets and develop and implement a
comprehensive restructuring plan. The Debtor hopes to retain the
property and that EPNM will agree to its plan which benefits both
Debtor and creditor. The Debtor further tells the Court Mr. Giron
will be filing a plan to sell off two Las Cruces properties which
are held by other sole member LLCs and those entities will
contribute the proceeds to Debtor so that EPNM can be paid off or
that the debt can be significantly reduced. At this time, Mr.
Giron believes the sale of the two Las Cruces properties will
provide sufficient proceeds to retire the debt to EPNM.
The Debtor projects that during the interim period, it will have
total receipts of $52,000 representing cash collateral, total
disbursements in the amount of $46,062, and net cash in the amount
of $5,938.
"It is essential to the continued operation of the Debtor's
business for the Debtor to have the ability to utilize cash
collateral. Without the use of cash collateral to continue the
Debtor’s business, the Debtor will be required to discontinue its
business operation which will cause displacement of the current
residents," the Debtor contends. The Debtor believes that adequate
protection will be provided through the maintenance of existing
collateral levels or otherwise. The Debtor adds that "the proposed
utilization of the cash collateral will not, in any event, impair
the Lender’s position." The Debtor believes that it can maintain
its business operations if it is allowed to use cash collateral.
About 5401 Montoya Dr. El Paso Texas
5401 Montoya Dr. El Paso Texas, LLC filed for bankruptcy under
Chapter 11 on February 1, 2021 (Bankr. W.D. Tex. Case No.
21-30067). The petition was signed by its sole member, Benjamin
Joe Giron. The Debtor estimated its assets at $100,001 to $500,000
and its liabilities at $100,001 to $500,000. The Debtor is
represented by:
Timothy V. Daniel, Esq.
TIMOTHY V. DANIEL, PC
603 Mississippi Ave.
El Paso, TX 79912
Telephone: 915-487-0072
Email: tim@timvdaniel.com
AIRPORT VAN: Committee Seeks to Hire Elkins Kalt as Counsel
-----------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Airport Van Rental, Inc. and its affiliates
seeks approval from the U.S. Bankruptcy Court for the Central
District of California to retain Elkins Kalt Weintraub Reuben
Gartside LLP.
The firm will provide these legal services:
(a) advising the committee regarding its duties, powers and
responsibilities in the Debtors' bankruptcy cases;
(b) ensuring that the committee complies with the Bankruptcy
Code, the Bankruptcy Rules and the Bankruptcy Local Rules;
(c) advising the committee regarding the various options
available for resolution of the Debtors' bankruptcy cases,
including the sale of the Debtors as an operating company,
liquidation of the Debtors' assets and reorganization of their
business;
(d) advising the committee with respect to motions and
applications filed by the Debtors and other parties and presenting
the committee's positions to the court;
(e) examining claims and causes of action that may belong to the
Debtors' estates; and
(f) other legal services required by the committee.
Elkins Kalt will be paid at the rates of $575 to $675 per hour and
will be reimbursed for out-of-pocket expenses incurred.
Roye Zur, Esq., a partner at Elkins Kalt, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael I. Gottfried, Esq.
Roye Zur, Esq.
Elkins Kalt Weintraub Reuben Gartside LLP
10345 W. Olympic Blvd.
Los Angeles, CA 90064
Tel: (310) 746-4400
Fax: (310) 746-4499
Email: mgottfried@elkinskalt.com
rzur@elkinskalt.com
About Airport Van Rental
Airport Van Rental -- https://www.airportvanrental.com -- is a van
rental company offering short and long-term rentals for road trips,
weekend journeys, moving, and any other group outings.
Airport Van Rental and its affiliates filed their voluntary
petition for relief under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Calif. Lead Case No. 20-20876) on Dec. 11, 2020. Yazdan Irani,
president and chief executive officer, signed the petitions.
At the time of the filing, Airport Van Rental disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
The Debtors tapped Danning, Gill, Israel & Krasnoff, LLP as their
bankruptcy counsel, CSA Partners LLC as financial consultant, and
Joel Glaser, APC as litigation counsel. Kevin S. Tierney is the
Debtors' chief reorganization officer.
The U.S. Trustee for Region 16 appointed an official committee of
unsecured creditors on Feb. 3, 2021. The committee is represented
by Elkins Kalt Weintraub Reuben Gartside, LLP.
AMERICAN COMMERCIAL: Gets OK to Hire Stan Johnson as Broker
-----------------------------------------------------------
American Commercial Management, LLC, received approval from the
U.S. Bankruptcy Court for the Southern District of Texas to hire
Stan Johnson Company as its real estate broker.
The Debtor requires the services of a real estate broker to market
and sell its commercial real property at 7616 Branford Place, Sugar
Land, Texas. The Debtor wants the property sold for $22.5
million.
Stan Johnson will be paid as follows:
-- 2 percent commission on gross sale price to be paid at
closing if Stan Johnson is the sole broker;
-- 1.5 percent commission on gross sale price to be paid at
closing if the purchaser is or is represented by Jay Soave,
MedCraft Investment Partners and there is no sharing of the
commission with Jay Soave; or
-- 2.5 percent commission on gross sale price to be paid at
closing if the buyer is represented and Stan Johnson is to
share the commission with the buyer's representative.
Albert Muller, III, associate director at Stan Johnson Company,
disclosed in court filings that his firm is "disinterested" within
the meaning of Section 101(14) of the Bankruptcy Code.
Stan Johnson can be reached through:
Albert F. Muller, III
Stan Johnson Company
800 Gessner Road, #950
Houston, TX 77024
Phone: (832) 485-7311
Email: amuller@stanjohnsonco.com
About American Commercial Management
American Commercial Management, LLC, is a single asset real estate
debtor (as defined in 11 U.S.C. Section 101(51B)).
American Commercial Management filed a voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Texas
Case No. 20-35718) on Nov. 30, 2020. In its petition, the Debtor
disclosed assets of between $10 million and $50 million and
liabilities of the same range. Susan Rozman, manager, signed the
petition. Judge Jeffrey P. Norman oversees the case. Hughes
Watters Askanase, LLP is the Debtor's legal counsel.
ARCH RESOURCES: S&P Rates $45MM Tax-Exempt Revenue Bonds 'B'
------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue-level rating to the
proposed $45 million tax-exempt West Virginia Economic Development
Authority Waste Disposal Facility revenue bonds series 2021, which
are guaranteed by Arch Resources Inc. The '2' recovery rating
indicates its expectation of substantial (70%-90%; rounded
estimate: 75%) recovery in a default.
Arch will use the proceeds to fund completion of the Leer South
development project. The new issue will not be fungible with the
previously issued $53.1 million West Virginia tax-exempt bond. S&P
said, "Our 'B-' issuer credit rating and negative outlook on Arch
are unchanged pending improved cash flow visibility during the
transition to a pure-play metallurgical coal business. We
incorporate the risks of elevated leverage if coal demand and
prices deteriorate and of potential collateral calls by surety bond
providers."
The transition from thermal coal operations demonstrates how
environmental, social, and governance considerations are altering
Arch's operations. Coal mining has the highest exposure to
environmental risk factors within the metals and mining sector. The
secular decline of thermal coal and the growth of natural gas and
renewable fuels demonstrate the importance of these factors. S&P
believes thermal coal companies will continue to lose access to
traditional financing options as institutional investors and banks
have decreased, or committed to divest, their coal investments.
ISSUE RATINGS – RECOVERY ANALYSIS
Key analytical factors
-- Arch had a $288.8 million outstanding term loan due in 2024;
$62.7 million outstanding other debt, primarily consisting of an
equipment loan due in 2024; and $53.1 million secured tax-exempt
bond due in 2045 (with a mandatory tender offer in 2025) as of Dec.
31, 2020. The company's $110 million accounts receivable
securitization facility and $50 million inventory-based revolving
credit facility are due in September 2023.
-- Arch has $155.3 million outstanding convertible notes due in
2025 that S&P treats as unsecured debt (not rated).
-- S&P's default scenario contemplates a collapse in international
met coal prices and steady drop in domestic thermal coal demand due
to intense competition from cheap natural gas and renewable energy
sources. This leads Arch to idle the Mountain Laurel and Beckley
met coal mines and most of its thermal capacity in the Powder River
Basin and other thermal regions. Arch's deteriorating liquidity and
high fixed costs contribute to a default in 2022.
-- S&P assesses the company's recovery prospects on a
going-concern value of approximately $530 million.
-- S&P said, "We base our enterprise value on emergence EBITDA of
about $106 million and a 5x EBITDA multiple. This multiple is
consistent with those we use for other metals and mining upstream
companies."
-- S&P said, "Our bankruptcy scenario assumes Arch does not reject
its pension and postretirement obligations ($74 million unfunded as
of Dec. 31, 2019) in reorganization. Therefore, we reduce its gross
recovery value approximately $43 million (a 50% haircut to the
outstanding value of its pension and postretirement obligations) at
default."
-- S&P's bankruptcy scenario assumes letters of credit outstanding
(about $79 million) securing reclamation obligations and workers'
compensation benefits are drawn at default, lowering available
collateral for secured obligations.
-- At the time of default, S&P assumes about $179 million in
priority claims outstanding (including a drawn balance under its
asset-based facilities, equipment financing loan, and drawn letters
of credit).
-- All debt amounts include six months of accrued but unpaid
interest at default.
Simulated default assumptions
-- Year of default: 2022
-- EBITDA at emergence: $103 million
-- Implied enterprise value multiple: 5x
-- Gross enterprise value: $530 million
Simplified waterfall
-- Net enterprise value (gross enterprise value less $43 million
in pension adjustments and 5% administrative costs): $463 million
-- Total collateral after priority claims (accounts receivable
securitization, inventory-based revolving credit facility, and
equipment financing loan): $283 million
-- Total senior secured claims at default (term loan B and
tax-exempt bonds): $371 million
--Recovery expectation: 70%-90% (rounded estimate: 75%)
BEGIN A LEGACY: Seeks to Hire Smith Shapourian as Special Counsel
-----------------------------------------------------------------
Begin a Legacy, Inc. seeks approval from the U.S. Bankruptcy Court
for the Central District of California to employ Smith Shapourian
Mignano, PC as its special corporate counsel.
The firm will provide these services:
a. advising the Debtor regarding intellectual property issues,
including licensing contracts and updates to the Debtor's privacy
policy and terms of service;
b. advising the Debtor regarding contracts entered into in the
ordinary course of its business;
c. assisting the Debtor with the corporate work involved in the
formulation of its anticipated new capital structure, exit
financing documentation and warrants;
d. employment and personnel matters; and
e. equity compensation matters, including issuance of common
stock options to service providers.
The firm will be paid at the rate of $500 per hour and will be
reimbursed for out-of-pocket expenses incurred.
Teela Smith, Esq., a partner at Smith Shapourian, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Teela Smith, Esq.
Smith Shapourian Mignano, PC
201 Spear St., Suite 1100
San Francisco, CA 94105
Tel: (415) 228-0480
Email: tsmith@smithshapourian.com
About Begin a Legacy
Begin a Legacy, Inc. -- https://www.beginalegacy.com -- provides a
proprietary SaaS platform to non-profits and donor-advised funds
that manages and automates charitable accounts, allowing users to
make contributions to their account, raise donations using
crowdfunding, and then request grants from their account to
charities.
Los Angeles-based Begin a Legacy filed a Chapter 11 petition
(Bankr. C.D. Calif. Case No. 21-10575) on Jan. 26, 2021. Kyle C.
Murphy, chief executive officer, signed the petition.
At the time of the filing, the Debtor had estimated assets of less
than $50,000 and liabilities of between $1 million and $10
million.
Judge Sandra R. Klein presides over the case.
Wolf Rifkin Shapiro Schulman & Rabkin, LLP and Smith Shapourian
Mignano, PC serve as the Debtor's bankruptcy counsel and special
corporate counsel, respectively.
BLESSINGS INC: Gets OK to Hire Burch & Cracchiolo as Co-Counsel
---------------------------------------------------------------
Blessings, Inc. received approval from the U.S. Bankruptcy Court
for the District of Arizona to employ Burch & Cracchiolo, P.A. to
serve as co-counsel with its lead bankruptcy counsel, Smith & Smith
PLLC.
Burch & Cracchiolo will be paid at the rate of $500 per hour for
the services of its attorneys and $150 per hour for paralegal
services. The firm will also be reimbursed for out-of-pocket
expenses incurred.
The firm was paid a retainer in the amount of $50,000.
Alan Meda, Esq., a partner at Burch & Cracchiolo, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Alan A. Meda, Esq.
Burch & Cracchiolo, P.A.
1850 N. Central Ave., Suite 1700
Phoenix, AZ 85004
Tel: (602) 274-7611
Email: ameda@bcattorneys.com
About Blessings Inc.
Blessings, Inc. filed a voluntary petition for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Ariz. Case No. 20-10797) on
Sept. 24, 2020. The petition was signed by David Mayorquin,
president and chief executive officer. At the time of filing, the
Debtor disclosed $3,889,514 in assets and $6,770,256 in
liabilities.
Judge Scott H. Gan oversees the case.
The Debtor tapped Smith & Smith PLLC and Burch & Cracchiolo, P.A.
as its bankruptcy counsel. Lang & Klain, P.C. serves as special
counsel.
BLVCK BVLLED: Plan of Reorganization Confirmed by Judge
-------------------------------------------------------
Judge Paul Baisier has entered an order approving the Disclosure
Statement and confirming Plan of Reorganization of Debtor Blvck
Bvlled Investments, LLC.
The Plan is confirmed and modified as follows:
* Class 3 (U.S. Bank National Association Secured Claim #3):
Class 3 consists of the secured claim of U.S. Bank National
Association. US Bank asserts a first priority lien upon Debtor's
real property located at 4826 Marlborough Avenue, Albany, Georgia
31721 (the "Marlborough Property") pursuant to the Security Deed
from Debtor, as borrower, to Angel Oak Prime Bridge, LLC. The
Marlborough loan is being serviced by BSI Financial Services.
Debtor and US Bank have agreed that the outstanding balance owed on
the Marlborough Security Deed on the Filing Date was approximately
$196,976. The Debtor values the Marlborough Property at $196,976
("Secured Class 3 Claim"). Any payments paid to US Bank on its
Secured Class 3 Claim after the Filing Date but before the
Effective Date, including any adequate protection payments, shall
be applied to the principal balance of the Secured Class 3 Claim.
* The Debtor shall pay the Secured Class 3 Claim amortized
over a 360 month term with interest accruing at the annual rate of
7.5% from the first payment date with payment commencing on the 5th
day of the month following the Effective Date and continuing by the
5th day of each subsequent month in the estimated amount of $1,377
per month. The entire balance of the Secured Class 3 Claim shall
become due and payable on the 36 month anniversary of the first
payment date.
* The Debtor shall send such payments directly to US Bank. Any
payments in excess of the aforementioned monthly payment after the
Effective Date will be applied to the principal balance of the
Secured Class 3 Claim. US Bank will retain its lien on the
Marlborough Property and the lien shall be valid and fully
enforceable to the same validity, extent and priority as existed on
the Filing Date (i.e. $196,975.63). Debtor shall continue to remit
insurance and tax escrow payments for the Marlborough Property to
US Bank in accordance with the pre-petition loan documents and
practices between the parties. If the Debtor and US Bank cannot
come to an agreement on the escrow practices within 60 days of
confirmation, Debtor will pay its property taxes and insurance
separately, and any escrow balance held by US Bank will be refunded
to Debtor.
A full-text copy of the Plan Confirmation Order dated Feb. 9, 2021,
is available at https://bit.ly/3u46ocH from PacerMonitor.com at no
charge.
Attorney for Debtor:
Will B. Geer
50 Hurt Plaza, SE, Suite 1150
Atlanta, Georgia 30303
Tel: (404) 233-9800
Fax: (404) 287-2767
About Blvck Bvlled Investments
Blvck Bvlled Investments, LLC, sought protection under Chapter 11
of the Bankruptcy Code (Bankr. N.D. Ga. Case No. 20-62128) on Feb.
3, 2020, listing under $1 million in both assets and liabilities.
Judge Paul Baisier oversees the case. Will B. Geer, Esq., at
Wiggam & Geer, LLC, is the Debtor's legal counsel.
BOY SCOUTS OF AMERICA: Insurer Wants Sidley Austin Out of Case
--------------------------------------------------------------
Law360 reports that Century Indemnity Co., which provided coverage
to the Boy Scouts of America, told a Delaware federal judge
Tuesday, February 9, 2021, that he should undo a bankruptcy court
decision allowing Sidley Austin LLP to serve as the Scouts'
bankruptcy counsel because it had previously represented the
insurer.
During oral arguments before U.S. District Court Judge Richard G.
Andrews, attorneys for Century said Sidley had a conflict of
interest when it sought the bankruptcy court's permission to
represent the Boy Scouts retroactively to when its Chapter 11 case
began in February 2020.
About Boy Scouts of America
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 and 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,
and Alvarez & Marsal North America, LLC as financial advisor. 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.
C & S FORESTRY: Seeks to Hire Whitehurst Blackburn as Counsel
-------------------------------------------------------------
C & S Forestry, LLC seeks approval from the U.S. Bankruptcy Court
for the Middle District of Georgia to employ Whitehurst Blackburn
and Warren to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $325 per hour
Paralegals $135 per hour
Whitehurst Blackburn received a $3,262 retainer from the Debtor.
The firm will also be reimbursed for out-of-pocket expenses
incurred.
R. Bruce Warren, Esq., a partner at Whitehurst Blackburn, disclosed
in a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
R. Bruce Warren, Esq.
Whitehurst Blackburn and Warren
809 South Broad Street
Thomasville, GA 31792
Tel: (229) 226-2161
About C & S Forestry
C & S Forestry, LLC filed a Chapter 11 bankruptcy petition (Bankr.
M.D. Ga. Case No. 21-10074) on Feb. 4, 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.
Whitehurst Blackburn and Warren is Debtor's legal counsel.
CASA DE LAS INVESTMENTS: Seeks to Hire Hinds Law Group as Counsel
-----------------------------------------------------------------
Casa de Las Investments, LLC seeks approval from the U.S.
Bankruptcy Court for the Central District of California to employ
The Hinds Law Group, APC, as its legal counsel.
The firm will provide these services:
(1) communicating with creditors and the Office of the U.S.
Trustee;
(2) advising the Debtor of its legal rights and obligations in a
bankruptcy proceeding, working to bring the Debtor into full
compliance with reporting requirement of the Office of the U.S.
Trustee;
(4) responding to all creditor inquiries;
(5) reviewing proofs of claim and, if appropriate, filing claim
objections;
(6) filing adversary proceedings; and
(7) preparing a disclosure statement and plan of reorganization
for the Debtor.
Hinds Law Group will be paid at these rates:
Attorneys $200 to $695 per hour
Paraprofessionals $90 to $200 per hour
The firm will be paid a retainer in the amount of $50,000 and will
be reimbursed for out-of-pocket expenses incurred.
James Andrew Hinds, Jr., Esq., a partner at Hinds Law Group,
disclosed in a court filing that his firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
James Andrew Hinds, Jr., Esq.
Rachel M. Sposato, Esq.
The Hinds Law Group, APC
21257 Hawthorne Blvd., Second Floor
Torrance, CA 90503
Tel: (310) 316-0500
Fax: (310) 792-5977
Email: jhinds@jhindslawgroup.com
rsposato@jhindslawgroup.com
About Casa de Las Investments
Casa De Las Investments, LLC sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-10796) on Feb.
1, 2021. In its petition, the Debtor estimated assets of between
$500,000 and $1 million and liabilities of between $1 million and
$10 million. Lille B. Whitehead, managing member, signed the
petition.
Judge Ernest M. Robles oversees the case. The Hinds Law Group, APC
is the Debtor's legal counsel.
CENTURY ALUMINUM: Names Gunnar Gudlaugsson Global Operations EVP
----------------------------------------------------------------
Century Aluminum Company has named Gunnar Gudlaugsson as executive
vice president, global operations. Since joining Century in 2008,
Mr. Gudlaugsson has served in a variety of operational roles of
increasing responsibility, including most recently as vice
president, European operations and managing director of Noroural.
Mr. Gudlaugsson has a B.S. in Electrical Engineering and Master of
Science in Electrical Power Engineering from the University of
Aalborg in Denmark.
Jesse Gary, Century's chief operating officer, stated, "Our Board
and I are thrilled to announce Gunnar's promotion to this
critically important position. Since joining us in 2008, Gunnar
has played a leading role in transforming Century's businesses in
Iceland and the Netherlands into the world-class operations that
they are today. We are excited to be able to bring his significant
management expertise and proven track record of safe and profitable
operations to the rest of our businesses."
Century also announced that John Hoerner, Century's executive vice
president, North American Operations, will retire following ten
years of distinguished service to the Company. Mr. Hoerner will
remain with Century in an advisory role through October 2021 to
assist with the transition.
Michael Bless, Century's president and chief executive officer,
thanked Mr. Hoerner for his service: "John has played an
instrumental role in Century's success and in preserving the U.S.
aluminum industry. We wish him the best in retirement."
About Century Aluminum Company
Century Aluminum Company -- http://www.centuryaluminum.com-- is a
global producer of primary aluminum and operates aluminum reduction
facilities, or "smelters," in the United States and Iceland.
The Company reported a net loss of $80.8 million for the year ended
Dec. 31, 2019, compared to a net loss of $66.2 million for the year
ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had $1.40
billion in total assets, $201.2 million in total current
liabilities, $611.8 million in total noncurrent liabilities, and
$592.4 million in total shareholders' equity.
* * *
As reported by the TCR on April 17, 2020, Moody's Investors Service
downgraded the Corporate Family Rating of Century Aluminum Company
to Caa1 from B3. "The ratings downgrade reflects Moody's
expectations of further deterioration in Century's credit profile
due to the impact of the coronavirus outbreak on the global
aluminum demand, prices and regional premiums, which have declined
materially since the beginning of 2020," said Botir Sharipov, vice
president and lead analyst for Century Aluminum.
CHARGING BEAR: Business Ending; Unsecureds to Get Nothing
---------------------------------------------------------
Charging Bear, LLC, filed with the U.S. Bankruptcy Court for the
Western District of Oklahoma a Plan of Reorganization and a
Disclosure Statement on Feb. 9, 2021.
The Debtor is a limited liability company with a commercial real
estate property located at 5800 NW 135th Street, Oklahoma City, OK
73142 in the MacArthur Crossing Office Park as its sole asset.
Secured Claims are claims secured by liens on property of the
estate. The Debtor has four secured creditors, namely, the
Oklahoma County Treasurer, Bank 7, Walt's Trucking, LLC and
CrossFirst Bank. Each of the secured creditors is treated in
separate classes under the Plan:
* The Oklahoma County Treasurer is a member of Class 1 under
the Plan. The Treasurer has filed a secured proof of claim (POC 1)
in the amount of $101,998 for 2018 and 2019 delinquent ad valorem
taxes. The allowed Secured Claim of the Treasurer will be paid in
full from sale proceeds or in cash from a capital contribution of
new value.
* Bank 7 is the Class 2 secured creditor who has filed a
secured Proof of Claim (POC 2) in the amount of $2,057,464. The
Debtor intends to satisfy the secured claim of Bank 7 either from
the proceeds of the sale of the collateral by private sale or
auction or by payment of the allowed secured claim with a capital
contribution of new value.
* Walt's Trucking LLC is the Class 3 secured creditor who has
a second mortgage on the real estate to secure its personal
guaranty of affiliate debt. The secured claim of Walt's Trucking,
LLC will be satisfied either from the sale proceeds of the real
property or through the reaffirmation of the secured debt. The
latter option will elevate the Walt's debt to a first mortgage
position.
* CrossFirst Bank is the Class 4 secured creditor who has a
third mortgage on the real estate to secure a guaranty. The
secured claim of CrossFirst Bank will be satisfied either from the
sale proceeds of the real property or through the reaffirmation of
the secured debt.
Class 5 are General Unsecured Claims are unsecured claims not
entitled to priority under Section 507(a) of the Code. As of the
writing of this Disclosure Statement, the scheduled unsecured
claims of the Debtor are Aqualife Aquarium Systems, Inc., in the
amount of $486.82 for services rendered, MacArthur Crossing Office
Park, Inc., in the amount of $14,875 for business park association
dues. The remaining unsecured claim of Travelers Insurance Company
was scheduled in error and should not have been scheduled. The Plan
does not contemplate payments to unsecured creditors.
Charles Long is the sole member of the Debtor and the only interest
holder. In the event Debtor's real property is sold, the Debtor
will cease to operate and will be rendered dormant.
The Debtor will fund the Plan from the sale of its sole asset or
from a contribution of new value to satisfy the fully secured claim
of the Class 2 creditor.
A full-text copy of the Disclosure Statement dated Feb. 9, 2021, is
available at https://bit.ly/2OJN1pr from PacerMonitor.com at no
charge.
Counsel for the Debtor:
Douglas N. Gould, Esq.
Douglas N. Gould P.L.C.
5500 N Western., Ste. 150
Oklahoma City, OK 73118
Telephone: (405) 286-3338
Facsimile: (405) 841-1001
Email: dg@dgouldlaw.net
About Charging Bear
Charging Bear LLC is a single asset real estate debtor (as defined
in 11 U.S.C. Section 101(51B)). It is the owner of fee simple
title to certain parcels located in Oklahoma City, Oklahoma having
an appraised value of $3.4 million.
Charging Bear sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Okla. Case No. 20-13610) on Nov. 11, 2020.
Charles V. Long, Jr., managing member, signed the petition.
At the time of the filing, the Debtor had total assets of
$3,400,544 and total liabilities of $4,081,531.
Douglas N. Gould, PLC, is Debtor's legal counsel.
CONTINENTAL COUNTRY: Hires Krupnik & Speas as Special Counsel
-------------------------------------------------------------
Continental Country Club received approval from the U.S. Bankruptcy
Court for the District of Arizona to employ Krupnik & Speas, PLLC
as its special counsel.
The firm will provide these services related to homeowner's
association matters:
a. drafting and reviewing contracts with vendors;
b. covenant enforcement against owners in violation of the
declaration;
c. drafting proposed amendments to the Debtor's governing
documents;
d. overseeing the annual election process;
e. assisting the Debtor with special meetings;
f. assisting the Debtor with fair housing concerns;
g. assisting the Debtor with employment issues;
h. responding to communications from owners, as directed by the
Debtor; and
i. addressing issues with lessees of Debtor's property.
Krupnik & Speas will be paid at these rates:
Partners $290 per hour
Associates $250 per hour
Paralegals $110 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Lynn Krupnik, Esq., a partner at Krupnik & Speas, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Lynn Krupnik, Esq.
Krupnik & Speas, PLLC
3411 N. 5th Avenue, Suite 316
Phoenix, AZ 85013-3811
Tel: 602.710.2224
Email: lynn@krupniklaw.com
About Continental Country Club
Continental Country Club filed a Chapter 11 bankruptcy petition
(Bankr. D. Ariz. Case No. 21-00956) on Feb. 9, 2021. At the time
of the filing, the Debtor disclosed assets of between $1 million
and $10 million and liabilities of the same range.
Judge Eddward P. Ballinger Jr. oversees the case.
The Debtor tapped Engelman Berger, P.C. as its bankruptcy counsel
and Krupnik & Speas, PLLC as its special counsel.
CORT & MEDAS: 1414 Lender to File Amended Plan
----------------------------------------------
1414 Utica Avenue Lender LLC, the senior secured mortgagee of
debtor Cort & Medas Associates, LLC filed on Jan. 20, 2021, a
motion for approval of the Disclosure Statement With Respect to its
Plan of Reorganization for the Debtor and scheduling a hearing to
consider confirmation of its proposed Plan. The Motion was noticed
for a hearing on February 17, 2021.
On Jan. 29, 2021, the U.S. District Court for the Eastern District
of New York issued the Memorandum Decision and Order, reversing the
Bankruptcy Court's prior order dated Aug. 10, 2020, that
subordinated the portion of 1414 Lender's claim for default charges
to the claim of junior mortgagee Empire State Certified Development
Corporation.
In light of the entry of the Appeal Decision, 1414 Lender intends
to file an amended Plan and Disclosure Statement, according to a
Feb. 12 notice. 1414 Lender will serve notice of the hearing date
for consideration of the approval of the Amended Disclosure
Statement.
About Cort & Medas Associates
Cort & Medas Associates, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 19-41313) on March 6,
2019. At the time of the filing, the Debtor was estimated to have
assets and liabilities of between $1 million and $10 million. The
case is assigned to Judge Carla E. Craig. Shafferman & Feldman LLP
is the Debtor's legal counsel.
COUNTRY FRESH: Case Summary & 30 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Country Fresh Holding Company Inc.
3200 Research Forest Drive
Suite A5
Woodlands, TX 77381
Chapter 11 Petition Date: February 15, 2021
Court: United States Bankruptcy Court
Southern District of Texas
Seventeen affiliates that concurrently filed voluntary petitions
for relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Country Fresh Holding Company Inc. (Lead Debtor) 21-30574
Country Fresh Midco Corp. 21-30576
Country Fresh Acquisition Corp. 21-30577
Country Fresh Holdings, LLC 21-30578
Country Fresh LLC 21-30579
Country Fresh Dallas, LLC 21-30580
Country Fresh Carolina, LLC 21-30581
Country Fresh Midwest, LLC 21-30582
Country Fresh Orlando, LLC 21-30583
Country Fresh Transportation LLC 21-30584
CF Products, LLC 21-30585
Country Fresh Manufacturing, LLC 21-30586
Champlain Valley Specialty of New York, Inc. 21-30587
Country Fresh Pennsylvania, LLC 21-30588
Sun Rich Fresh Foods (NV) Inc. 21-30589
Sun Rich Fresh Foods (USA) Inc. 21-30590
Sun Rich Fresh Foods (PA) Inc. 21-30591
Business Description: Each of the Debtors is one part of what
is referred to generally as the "Fresh
Food Group", a premier, full-service
provider of branded and private-label
offerings of fresh-cut fruits and
vegetables, ready-to-go meals and meal
kits, behind-the-glass salads, snacks,
and ingredients/bulk food components to
supermarkets, club stores, convenience
stores, industrial, and food-service
customers in the United States and
Canada.
Judge: Hon. David R. Jones
Debtors' Counsel: John P. Melko, Esq.
Sharon M. Beausoleil, Esq.
FOLEY & LARDNER, LLP
1000 Louisiana Street, Suite 2000
Houston, TX 77002
Tel: 713.276.5500
E-mail: jmelko@foley.com
E-mail: sbeausoleil@foley.com
- and -
Mark C. Moore, Esq.
Melina T. Bales, Esq.
FOLEY & LARDNER, LLP
2021 McKinney Avenue, Suite 1600
Dallas, Texas 75201
Tel: 214.999.4150
E-mail: mmoore@foley.com
E-mail: mbales@foley.com
Debtors'
Management and
Restructuring
Advisory
Services: ANKURA CONSULTING GROUP, LLC
Debtors'
Claims &
Noticing
Agent: EPIQ CORPORATE RESTRUCTURING
Country Fresh Holding's
Estimated Assets: $0 to $50,000
Country Fresh Holding's
Estimated Liabilities: $0 to $50,000
The petition was signed by Stephen Marotta, chief restructuring
officer.
A copy of Country Fresh Holding's petition is available for free
at PacerMonitor.com at:
https://www.pacermonitor.com/view/4I5MGEY/Country_Fresh_Holding_Company__txsbke-21-30574__0001.0.pdf?mcid=tGE4TAMA
List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Victory Packaging Trade Debts $919,251
PO Box 844138
Dallas, TX 75284
Tel: 214-337-8881
Email: eft@victorypackaging.com
2. D6 Inc. Trade Debts $886,477
4630 NE 190th Lane
Portland OR 97230
Tel: 503-407-8336
Email: ar@d6inc.com
3. Pacific Sales Trade Debts $876,835
PO Box 14060
Pinedale CA 93650-4060
Tel: 1-559-277-2200
Email: joann@pac-sales.com
4. Silchuk Logistics LLC Trade Debts $788,627
PO Box 211328
Bedford, TX 76095-1328
Tel: 315-235-5753
Email: sunrich@premierlogistics.com
5. Resource MFG Trade Debts $706,432
Attn: Rob Olson
Los Angeles, CA 90051-0007
Tel: 805-456-5200
6. Sol Group Marketing Co. Trade Debts $628,570
Attn: Jeff Nichol
PO Box 743087
Atlanta, GA 30374-3087
Tel: 213-612-0182
Email: jnichol@solgroup-marketing.com
7. Stella Farms LLC Trade Debts $600,454
7373 E. Doubletree Ranch Rd.
Suite B-180
Scottsdale, AZ 85258
Tel: 480-588-7012
Email: lori@stellafarms.com
8. A Plus Growers LLC Trade Debts $596,890
Attn: Mario Cardenas
5427 NW 41st Terrace
Boca Raton FL 33496
Email: accounting@aplusgrowers.com
9. Integrity Express Logistics LLC Trade Debts $497,908
4420 Cooper Rd
Ste 400
Cincinnati OH 45242
Tel: 904-230-9937
Email: arpayments@intxlog.com
10. Acme Truck Line Inc. Trade Debts $496,002
P.O. Box 415000
Nashville, TN 37241-5000
Tel: 504-368-2510
Email: credit@acmetruck.com
11. C. Lane Company Trade Debts $486,463
2 Metroplex Drive
Suite 200
Birmingham Al 35209-6812
Tel: 205-380-5580
Email: ksherman@clanellc.com
12. Cambrian Water Operations LLC Trade Debts $480,000
150 Coolidge Avenue
Watertown MA 02472
Email: bsmith@cambrianinnovation.com
13. Melon 1 Sales Corp. Trade Debts $364,897
26 Brooklyn Terminal Mkt
Brooklyn NY 11236
Tel: 800-494-3505
Email: bkg@melon1.com
14. TMC Produce Solutions Trade Debts $360,444
201 Enterprise Ave.
Suite 600-B
League City TX 77573
Tel: 281-957-9497
Email: amanda@tmc.am
15. Hanshaw Sales Trade Debts $331,534
PO Box 996
Labelle FL 33975
Email: eileen@hanshawsales.com
16. PSSI Trade Debts $321,125
PO Box 3195
Dubuque IA 52004
Email: shorch@pssi.com
17. Express Label Trade Debts $313,662
PO Box 802035
Chicago, IL 60680-2035
Tel: 407-332-4774
Email: Cindy.Godfrey@cenveo.com
18. Midwest Best Produce Trade Debts $294,318
4101 Geraldine Ave
Saint Louis MO 63115
Tel: 314-646-1573
Email: edin@midwestbestproduce.com
19. Robinson Fresh Trade Debts $283,745
PO Box 9121
Minneapolis MN 55480-9121
Email: Crystal.Encinas@robinsonfresh.com
20. Custom Produce Sales Trade Debts $265,080
Attn: Rita Terry
P.O. Box 977 Kingsburg CA 93631
Tel: 775-849-1230
Email: SamanthaS@customproducesales.com
21. Changing Lives Staffing Trade Debts $232,740
PO Box 7064
San Francisco CA 94120
Tel: 909-287-3444
Email: vanessa@changinglivesstaffing.com
22. K.M. Davies Inc. Trade Debts $221,609
6509 Lake Avenue
Williamson NY 14589
Tel: 315-589-4811
Email: kmdbilling@kmdavies.com
23. BlueCross BlueShield Trade Debts $209,861
of TX
Ann D Coneley-Grinnell
PO Box 650615
Dallas TX 75264-0615
Tel: 972-766-7957
24. Kast Farms Inc. Trade Debts $209,029
2911 Densmore Rd
Albion NY 14411
Email: kastfarmsinc@rochester.rr.com
25. Demarree Fruit Farm Trade Debts $206,529
7654 E Townline Rd
Williamson NY 14589
Email: demarreeff@aol.com
26. Visa Fruit LLC Trade Debts $191,625
15115 Parkrow
Suite 350-103
Houston TX 77084
Email: accounting@visafruit.com
27. Panorama Produce Sales Inc. Trade Debts $185,881
Attn: Mi Torres
933 Mamaroneck Avenue
Mamaroneck NY 10543
Tel: 914-381-6220
Email: panoramaproduce@aol.com
28. Weil Gotshal & Manges LLP Trade Debts $184,020
PO Box 9640
Uniondale NY 11555-9640
Tel: 214-746-7700
Email: christopher.j.vasquez@chase.com
29. Contiental Fresh Trade Debts $178,423
Attn: Albert Perez
5230 Al Hambra Circle
Coral Gables FL 33146
Email: albert@continentalfresh.com
30. Kalir Enterprises Inc. Trade Debts $166,997
166 gary Drive
Brockport NY 14420
COVIA HOLDINGS: Pomerantz LLP Probes Claims on Behalf of Investors
------------------------------------------------------------------
Pomerantz LLP is investigating claims on behalf of investors of
Covia Holdings Corporation (f/k/a Fairmount Santrol Holdings Inc.)
("Covia" or the "Company") (OTC Pink: CVIAQ). Such investors are
advised to contact Robert S. Willoughby at newaction@pomlaw.com or
888-476-6529, ext. 7980.
The investigation concerns whether Covia and certain of its
officers and/or directors have engaged in securities fraud or other
unlawful business practices.
On March 22, 2019, Covia disclosed receipt of a subpoena from the
U.S. Securities and Exchange Commission ("SEC") "seeking
information relating to certain value-added proppants marketed and
sold by" the Company. On this news, Covia's stock price fell $0.45
per share, or 6.9%, to close at $6.05 per share on March 25, 2019.
Then, on November 6, 2019, Covia disclosed that "[s]ince the
issuance of that subpoena, the SEC has requested additional
information and subpoenaed certain current and former employees to
testify." On this news, Covia's stock price fell $0.07 per share,
or 4.3%, to close at $1.56 per share on November 6, 2019.
Finally, on June 29, 2020, Covia announced that it had entered into
a comprehensive restructuring agreement with lenders and
voluntarily filed petitions under Chapter 11 of the United States
Bankruptcy Code to implement the agreement. On June 30, 2020, the
New York Stock Exchange delisted the Company. On this news, Covia's
stock price fell $0.18 per share, or 37.5%, and resumed trading
over-the-counter on July 1, 2020 at $0.30 per share.
The Pomerantz Firm, with offices in New York, Chicago, Los Angeles,
and Paris is acknowledged as one of the premier firms in the areas
of corporate, securities, and antitrust class litigation. Founded
by the late Abraham L. Pomerantz, known as the dean of the class
action bar, the Pomerantz Firm pioneered the field of securities
class actions. Today, more than 80 years later, the Pomerantz Firm
continues in the tradition he established, fighting for the rights
of the victims of securities fraud, breaches of fiduciary duty, and
corporate misconduct. The Firm has recovered numerous
multimillion-dollar damages awards on behalf of class members. See
http://www.pomerantzlaw.com/
Covia Holdings Corporation
Covia Holdings Corporation and its affiliates --
http://www.coviacorp.com/-- provide diversified mineral-based and
material solutions for the energy and industrial markets. They
produce a specialized range of industrial materials for use in the
glass, ceramics, coatings, foundry, polymers, construction, water
filtration, sports and recreation, and oil and gas markets.
Covia Holdings Corporation, based in Independence, Ohio, and its
affiliates sought Chapter 11 protection (Bankr. S.D. Tex. Lead Case
No. 20-33295) on June 29, 2020.
In its petition, Covia disclosed $2,504,740,814 in assets and
$1,903,952,839 in liabilities. The petition was signed by Andrew D.
Eich, executive vice president, chief financial officer, and
treasurer.
The Hon. Marvin Isgur presides over the case.
The Debtors tapped KIRKLAND & ELLIS LLP, and KIRKLAND & ELLIS
INTERNATIONAL LLP, as counsel; JACKSON WALKER L.L.P., as
co-counsel; KOBRE & KIM LLP, as special litigation counsel; PJT
PARTNERS LP, as investment banker; ALIXPARTNERS, LLP, as financial
advisor; and PRIME CLERK LLC, as claims and noticing agent.
CPESAZ LIQUIDATING: April 5 Hearing on Amended Liquidating Plan
---------------------------------------------------------------
CPESAZ Liquidating, Inc., f/k/a Community Provider of Enrichment
Services, Inc. d/b/a CPES, Inc., and its debtor-affiliates filed a
First Amended Joint Chapter 11 Plan of Liquidation and a
corresponding Disclosure Statement on Feb. 9, 2021.
Following a hearing on February 3, 2021, the Bankruptcy Court
approved the Disclosure Statement as containing sufficient
information to enable a hypothetical reasonable investor to make an
informed judgment about the Plan.
The Bankruptcy Court has scheduled the confirmation hearing to
commence on April 5, 2021, at 11:30 a.m. Any objection to
confirmation of the Plan must be received no later than March 17,
2021, at 5:00 p.m. Ballots accepting the Plan must be returned no
later than March 17, 2021, at 5:00 p.m.
The recent amendments to the Plan do not alter the proposed
treatment of claims.
Under the Plan, General unsecured claims are impaired. The
Liquidating Trustee will pay undisputed Allowed General Unsecured
Claims within 60 days of the Effective Date. The Allowed amount of
any Class 3 General Unsecured Claim will include all interest
accrued from the Petition Date through the date of distribution at
the Federal Judgment Rate; provided, however, that in the event
that the Bankruptcy Court determines that another interest rate
should apply the Debtors will modify the Plan accordingly.
The Plan provides that each Equity Interest shall be canceled on
the Effective Date of the Plan. Allowed Class 6 Equity Interests
will be paid a Pro Rata dividend, if any, and only to the extent
Allowed Class 3 General Unsecured Claims are paid in full, from the
remaining net proceeds of the Liquidating Trust Assets.
The Plan provides for the disposition of substantially all the
assets of the Debtors and their Estates and the distribution of the
net proceeds thereof to Holders of Allowed Claims, consistent with
the priority provisions of the Bankruptcy Code. The Plan further
provides for the winding down of the Debtors and their affairs by
the Liquidating Trustee. The Plan also creates a mechanism for the
Liquidating Trustee and the ESOP Trustee to pursue Claims and
Causes of Action to enable recoveries to Creditors.
The Debtors will fund distributions under the Plan with cash on
hand on the Effective Date and the revenues and proceeds of all
assets of the Debtors, including the Sale Transaction proceeds and
all Causes of Action not settled, released, discharged, enjoined,
or exculpated under the Plan or otherwise on or prior to the
Effective Date.
A full-text copy of the First Amended Joint Liquidating Plan dated
Feb. 9, 2021, is available at https://bit.ly/2Zm8Kpf from
PacerMonitor at no charge.
Counsel for the Debtors:
JEREMY M. PELPHREY
RYAN M. SALZMAN
FAEGRE DRINKER BIDDLE & REATH LLP
1800 Century Park East, Suite 1500
Los Angeles, CA 90067
Telephone: (310) 203-4000
Facsimile: (310) 229-1285
E-mail: Jeremy.Pelphrey@faegredrinker.com
Ryan.Salzman@faegredrinker.com
About Community Provider of Enrichment Services
Community Provider of Enrichment Services, Inc. --
https://www.cpes.com/ -- which conducts business under the name
CPES, is a community human services and healthcare organization
based in Tucson, Ariz. It offers a full range of community-based
behavioral health services, substance abuse treatment, foster care,
and intellectual and developmental disability support with
locations throughout Arizona and California.
CPES and its affiliate, Novelles Developmental Services, Inc.,
sought protection under Chapter 11 of the Bankruptcy Code (Bankr.
C.D. Cal. Lead Case No. 20-10554) on April 24, 2020. On Aug. 11,
2020, another affiliate, CPES California, Inc., filed a Chapter 11
petition (Bankr. C.D. Cal. Case No. 20-15456).
At the time of the filing, CPES reported $1 million to $10 million
in both assets and liabilities while Novelles Developmental
Services disclosed assets of $100,000 to $500,000 and liabilities
of the same range. CPES California disclosed assets of $1 million
to $10 million and liabilities of $100,001 to $500,000.
Judge Deborah J. Saltzman oversees the cases. The Debtors tapped
Faegre Drinker Biddle & Reath LLP as their legal counsel and
CohnReznick Capital Market Securities, LLC as their investment
banker.
Timothy J. Stacy is the patient care ombudsman appointed in the
Debtors' Chapter 11 cases. He is represented by Resnik Hayes
Moradi, LLP.
* * *
CPES Inc., et al., in October 2020 won approval to sell their
California assets to National Mentor Healthcare, LLC d/b/a
California Mentor, which topped the auction with an offer of
$9,350,000. The sale closed on November 16, 2020.
In November 2020, the Debtors won approval to sell their Arizona
assets to select bidders for $210,000. Arizona purchased assets
include 19 CapGrow leases that were assumed and assigned, which
eliminated, at minimum, $400,000 in potential rejection damages
claims.
The Debtors were renamed to CPESAZ Liquidating, Inc., et al.,
following the sale.
CURO GROUP: Flexiti Acquisition No Impact on Moody's B3 Rating
--------------------------------------------------------------
Moody's Investors Service said that Curo Group Holdings Corp. (B3
Stable) recently announced acquisition of Canadian point-of-sale
and buy-now-pay-later (POS/BNPL) financing firm Flexiti is credit
positive, but has no immediate ratings implications. The
acquisition of Flexiti will expand Curo's presence in Canada
(Government of Canada, Aaa stable), where it sources more stable
earnings, faces lower regulatory risk, and has a better asset
quality profile relative to its US business. Furthermore, Flexiti's
existing prime customers will provide Curo with a new customers
exhibiting better credit metrics.
The transaction, which the company expects to close in late
February 2021, will cost approximately $85 million upon closing, to
be paid with cash on hand. Curo also will pay up to $36.4 million
in earnouts between 2021 and 2022, contingent on Flexiti meeting
certain originations and revenue ta31, 2020.
This announcement follows Curo's December 2020 announcement that it
would dispose of roughly half of its stake in Katapult, a US-based
POS firm, via a merger with a special acquisition corporation
(SPAC). The company expects the Katapult disposal to close in April
2021 and generate approximately $125 million in cash, and result in
Curo holding roughly $400 million in equity in the new publicly
traded firm. Net of the impact of the Katapult transaction, the
Flexiti acquisition will have a limited impact on Curo's liquidity,
in Moody's view. Curo has held higher-than-usual levels of
unrestricted cash due to the shrinking of its portfolio in 2020,
particularly in the US segment, as a result of the ongoing
coronavirus pandemic.
Curo will aim to expand Flexiti's POS/BNPL offering to subprime
Canadian consumers, leveraging its own existing underwriting
capabilities. Curo currently offers subprime Canadian consumers an
open-end loan product. Flexiti had approximately CAD 475 million
(USD 373 million) in originations in 2020, with CAD 44 million (USD
35 million) in revenue. Flexiti funds its originations with a
non-recourse warehouse facility, which will be upsized to CAD 500
million concurrent with the acquisition. Therefore, Moody's does
not expect the transaction to impact Curo's recourse debt/EBITDA
leverage in the short-term. Curo operates with a tangible equity
deficit, a key credit challenge, which Moody's expects will
continue to constrain its credit profile following both the Flexiti
and Katapult transactions.
Curo experienced declining earnings in 2020 due to shrinking loan
portfolios amid the coronavirus pandemic. Net income for 2020
declined 32% to $75.7 million, corresponding to a 6.4% return on
assets, compared to 10.3% in the prior year. The decline in
earnings was somewhat offset by a reduction in operating expenses
and improved delinquency metrics, largely driven by large amounts
of pandemic-related government fiscal stimulus which benefitted
subprime consumers, in particular.
DBMP LLC: Future Claimants Rep Taps Alexander Ricks as Counsel
--------------------------------------------------------------
Sander Esserman, the legal representative for future claimants of
DBMP, LLC, seeks authority from the U.S. Bankruptcy Court for the
Western District of North Carolina, Charlotte Division, 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.
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 DBMP LLC
DBMP LLC is a North Carolina limited liability company and the
direct parent company of Millwork & Panel LLC, which manufactures
vinyl siding and polyvinyl chloride (PVC) trim products for the
construction market at facilities it owns in Claremont, N.C. and
Social Circle, Ga. It is a defendant in tens of thousands of
asbestos-related lawsuits pending in courts throughout the United
States.
DBMP sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. W.D.N.C. Case No. 20-30080) on Jan. 23, 2020. At the time
of the filing, the Debtor disclosed assets of between $500 million
and $1 billion and liabilities of the same range.
Judge J. Craig Whitley presides over the case.
The Debtor tapped Jones Day as bankruptcy counsel, Bates White LLC
as consultant, and Robinson, Bradshaw & Hinson, P.A. and Schiff
Hardin LLP as special counsel. Epiq Corporate Restructuring, LLC
is the claims, noticing and balloting agent.
The official committee of asbestos personal injury claimants
appointed in the Debtor's case tapped Robinson & Cole, LLP and
Caplin & Drysdale, Chartered as its bankruptcy counsel. Hamilton
Stephens Steele Martin, PLLC is the committee's local counsel.
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 and Stutzman,
Bromberg, Esserman & Plifka, a Professional Corporation, as his
bankruptcy counsel. Alexander Ricks PLLC is the FCR's North
Carolina counsel.
DIRECT DIESEL: Seeks to Hire Farsad Law Office as Counsel
---------------------------------------------------------
Direct Diesel, Inc. seeks approval from the U.S. Bankruptcy Court
for the Eastern District of California to employ Farsad Law Office,
P.C. to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $350 per hour
Paralegals $100 per hour
The firm will be paid a retainer in the amount of $25,000 and will
be reimbursed for out-of-pocket expenses incurred.
Arasto Farsad, Esq., a partner at Farsad Law Office, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Arasto Farsad, Esq.
Nancy Weng, Esq.
Farsad Law Office, P.C.
1625 The Alameda, Suite 525
San Jose, CA 95126
Tel: (408) 641-9966
Fax: (408) 866-7334
Email: farsadlaw1@gmail.com;
nancy@farsadlaw.com
About Direct Diesel
Direct Diesel, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 21-20431) on Feb. 5,
2021. Direct Diesel President Andrew P. Kolonay signed the
petition.
At the time of the filing, the Debtor had estimated assets of
between $100,000 and $500,000 and liabilities of between $1 million
and $10 million.
Judge Christopher D. Jaime oversees the case. Farsad Law Office,
P.C. is the Debtor's legal counsel.
DJM HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: DJM Holdings, LTD
10100 Pinecrest Road
Concord, OH 44077
Business Description: DJM Holdings is the fee simple owner of
38 properties in Ohio having a total
current value of $1.02 million.
Chapter 11 Petition Date: February 14, 2021
Court: United States Bankruptcy Court
Northern District of Ohio
Case No.: 21-10483
Judge: Hon. Arthur I. Harris
Debtor's Counsel: Glenn E. Forbes, Esq.
FORBES LAW LLC
166 Main Street
Painesville, OH 44077
Tel: 440-357-6211
E-mail: bankruptcy@geflaw.net
Total Assets: $1,144,439
Total Liabilities: $2,816,538
The petition was signed by Martin A. Maniaci, sole member.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/QX3NARQ/DJM_Holdings_LTD__ohnbke-21-10483__0001.0.pdf?mcid=tGE4TAMA
DRW HOLDINGS: Moody's Affirms Ba3 CFR Following Refinancing Plan
----------------------------------------------------------------
Moody's Investors Service affirmed the ratings of DRW Holdings,
LLC, including its Ba3 Corporate Family Rating and B1 Issuer
rating. The affirmation follows DRW's announcement to upsize and
refinance its existing $298 million Senior Secured Bank Credit
Facility (rated B1) with a new $500 million First Lien Term Loan
(rated B1). The positive rating outlook on DRW was maintained.
Affirmations and Assignments:
Issuer: DRW Holdings, LLC
Senior Secured Bank Credit Facility, Affirmed B1
Issuer rating, Affirmed B1
Corporate Family Rating, Affirmed Ba3
Senior Secured First Lien Term Loan, Assigned B1
Upon completion of the refinancing, the rating on the Senior
Secured Bank Facility will be withdrawn.
RATINGS RATIONALE
The refinancing will expand DRW's trading capital and enhance its
working capital. The affirmation of DRW's Ba3 Corporate Family
Rating reflects the firm's solid track record of performance
through various market environments and emphasis on liquid
instruments in most of its trading. DRW pursues multiple trading
strategies across different asset classes and geographic regions
providing buffers against market cycles. Nonetheless, Moody's
believes there is an inherently high level of operational risk to
its trading activities and the firm has limited line-of-business
diversification. This results in a capital-intensive business mix
and could result in losses and a deterioration in liquidity and
funding in the event of a risk management failure.
The positive outlook reflects DRW's strong earnings performance in
2020, which has reduced leverage and real estate and venture
capital investments as a percentage of tangible equity. Moody's
expects this reduction in less-liquid investments to continue,
which will gradually drive a greater allocation of capital to DRW's
more liquid trading strategies.
The B1-rated planned First Lien Term Loan will be issued by DRW's
holding company, and accordingly this rating is a notch below DRW's
Ba3 CFR because obligations at the holding company are structurally
subordinated to DRW's operating companies, where the preponderance
of the group's debt and debt-like obligations reside.
DRW is a technology-driven trading organization in operation since
1992. The firm commands strong market shares in numerous futures
and options contracts. DRW's trading approach results in a rapidly
turning balance sheet with reduced valuation risk to its trading
positions. DRW's stable partnership culture and careful risk
controls are credit strengths that have contributed to consistently
strong trading revenues and only modest and infrequent trading
losses. Although DRW trades liquid instruments, it also has high
balance sheet leverage, and the firm has some reliance on prime
brokers who maintain discretion to change financing terms. DRW
mitigates this risk by diversifying amongst prime brokers and repo
counterparties and by calibrating financing terms with the prime
brokers that are consistent with its strategy.
Following the global financial crisis, DRW expanded into
proprietary real estate and venture capital investing. The real
estate investing was more opportunistic in nature - but diversified
by property type and geography. The venture capital investing tends
to involve taking a minority stake (to reduce risk) in financial
technology concepts that align with DRW's technology driven
approach to capital markets. DRW's portfolio of less-liquid
commercial real estate and venture capital investments presents a
challenge to its creditworthiness, although the firm has a track
record of realizing gains on these investments. Moody's expects the
real estate portfolio to decline over time as DRW pursues further
opportunities within its trading business.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
(1) Maintenance of lower leverage levels and continued reduction of
the real estate and venture capital portfolio, leaving more equity
to support core trading operations, could lead to an upgrade (2)
Substantial trading loss or risk control failure could lead to a
downgrade (3) Decline in liquidity or funding diversification or
substantial decrease in capital could lead to a downgrade
The principal methodology used in these ratings was Securities
Industry Market Makers Methodology published in November 2019.
DW PRODUCTIONS: Files Emergency Bid to Use Cash Collateral
----------------------------------------------------------
DW Productions, LLC asks the U.S. Bankruptcy Court for the Middle
District of Tennessee, in Nashville, for authority to use cash
collateral and grant adequate protection on an interim basis.
The Debtor says it has an urgent and immediate need to use cash
collateral to fund ordinary business operations and necessary
expenses in accordance with a Budget.
The Debtor currently has $376,600 of cash in its account. From
February 19 to May 14, 2021, the Debtor expects to realize revenue
pursuant to receivables in order to sustain operations without
additional funding or the need for any debtor-in-possession
financing.
The Debtor is projecting a cash balance of $336,800 on May 14. The
Debtor finds it imperative to maintain this cash level to fund a
reorganization and have the working capital necessary to increase
its operational activity once demands within the industry increase.
The Debtor is unlikely to be creditworthy in the wake of this case,
and therefore needs to preserve its cash to deploy in connection
with its restructuring.
The Debtor asserts its Motion must be considered on an expedited
basis because the Debtor's business operations and reorganization
efforts will suffer immediate and irreparable harm if the Debtor is
not allowed to use cash collateral.
The Debtor requests a hearing date of on or before February 19.
The Debtor does not expect to use cash for the payment of counsel
during the Cash Period; however, the Debtor has provided Dunham
Hildebrand, PLLC a retainer in the amount of $55,000. In addition,
the Debtor will seek the employment of Tortola Advisors, LLC as
turnaround advisory firm to assist it with restructuring efforts.
The Debtor seeks approval to grant (i) Dunham Hildebrand a
superpriority interest in the Debtor's cash collateral on account
of the Retainer and up to $25,000 in the event the Retainer does
not satisfy the Debtor's professional fees, and (ii) Tortola a
superpriority interest in the Debtor's cash collateral in the
amount of $10,000 per month.
The Debtor has secured debt, collateralized in part by cash, with
(i) DCR Mortgage, a successor-in-interest to Regions Bank, in the
amount of $4,683,513 and the SBA, in the secured amount of $0
(based on its contingent claim and anticipated complete forgiveness
in connection with a Paycheck Protection Program loan).
UCC-1 and UCC3 financing statements collectively constitute a
blanket lien on all of the Debtor's collateral.
As adequate protection, the Debtor proposes:
a. Adequate protection payments to DCR Mortgage in the amount
of $7,500 per month.
b. Replacement liens in all of the Debtor's post-petition
assets.
c. Superpriority claim status, subject only to a Carve-Out in
favor of the Firm and Tortola.
d. Reasonable and periodic financial reporting and access to
business records to ensure the Secured Creditors are able to
monitor the Debtor's performance and adherence to the Interim
Order.
A copy of the motion is available at https://bit.ly/37g77xN from
PacerMonitor.com.
About DW Productions, LLC
DW Productions, LLC -- https://dwplive.com -- specializes in
projection mapping, live events, laser scanning, projection
systems, equipment rental and sales. The Debtor sought protection
under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn.
Case No. 21-00368) on February 4, 2021. In the petition signed by
Danny Woodrow Whetstone, president, the Debtor disclosed $4,683,513
in assets and $7,364,004 in liabilities.
Judge Randal S. Mashburn oversees the case.
Griffin S. Dunham, Esq. at DUNHAM HILDEBRAND, PLLC is the Debtor's
counsel.
DWS CLOTHING: Wins Cash Collateral Access Until Plan Approval
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
West Palm Beach Division, has authorized DWS Clothing Too, LLC to
use cash collateral nunc pro tunc to the petition date until the
entry of an Order on confirmation of the Debtor's bankruptcy-exit
plan.
The Debtor may use the cash collateral for reasonable and necessary
day-to-day expenses within a 10% line-item variance on an interim
basis.
To adequately protect the secured creditor in connection with the
Debtor's use of cash collateral and any other property upon which
security interests and liens have been previously granted by the
Debtor to the secured creditors, the Court confirms the grant,
assignment and pledge by the Debtor to the secured creditor of a
postpetition security interest and lien (of the same validity,
extent and priority as the secured creditor's pre-petition security
interests) in the secured creditor's pre-petition collateral. The
security interests and liens granted in the post-petition
collateral are valid, perfected and enforceable security interests
and liens on the collateral without further filing or recording of
any document or instrument or any other actions. The replacement
lien will not apply to any funds recovered by the Estate pursuant
to avoidance actions arising under sections 542 to 550 of the
Bankruptcy Code.
Any adequate protection provided to creditors are subject and
subordinate to fees due to the Clerk of the Court or the United
States Trustee pursuant to 28 U.S.C. section 1930.
A copy of the Order is available at https://bit.ly/2OB9MeV from
PacerMonitor.com.
About DWS Clothing Too, LLC
Operating as Alene Too, DWS Clothing Too, LLC, sells women's
clothes. DWS Clothing Too sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. S.D. Fla. Case No. 18-25551) on Dec.
14, 2018. In the petition signed by Maxine Schwartz, member, the
Debtor disclosed assets of less than $50,000 and liabilities of up
to $10 million.
The case is assigned to Judge Mindy A. Mora.
Rappaport Osborne & Rappaport, PLLC, is the Debtor's counsel
EAS GRACELAND: Gets Interim Cash Collateral Access Thru Feb. 25
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennesse has
authorized EAS Graceland LLC to use cash collateral on an interim
basis through February 25, 2021, and to provide adequate
protection.
The Debtor requires use of cash collateral to operate its ongoing
business and to fund interim cash requirements, including for
maintenance, utilities, supplies, insurance, taxes, landscaping and
other services from third parties and other operational costs until
the subsequent hearing.
The Debtor is authorized to spend up to a maximum of 105% of each
line item listed under "Expenses" on the Budget and to spend up to
a maximum of 105% of the aggregate total amount identified in the
"Total Expenses" line item on the Budget. The Debtor is also
authorized to pay quarterly fees due to the U.S. Trustee program
for disbursements made by the Debtor. The Debtor may spend cash
collateral for the items listed as CAPEX, except that the Debtor
may only spend cash collateral for the items listed as "Room
Repairs & Furniture (to bring more rooms online)" beginning in
November 2020 if Debtor is in compliance with the Interim Budget.
The Debtor may spend additional cash collateral to pay other
amounts as may be agreed by the Debtor and iBorrow REIT, L.P., as
lender, in writing.
iBorrow asserts a first priority perfected security interest and
liens in the Collateral. iBorrow asserts that as of September 15,
2020, the Debtor owed it $3,337,831.
EAS Graceland asserts that iBorrow is adequately protected by an
equity cushion in the Debtor's Property.
As adequate protection for the Debtor's use of cash collateral,
iBorrow is granted a replacement, postpetition security interest in
and lien upon all of the Debtor's assets of the same type in which
iBorrow holds a prepetition lien or security interest, including
without limitation cash collateral, to the extent that the Debtor's
use of cash collateral results in any decrease, following the
petition date, in the value of the collateral securing iBorrow's
claims, with such replacement liens being subject to any prior
liens and encumbrances existing on the petition date and with such
replacement liens having the same validity as iBorrow's liens and
security interests in prepetition collateral.
The Debtor is also directed to make adequate protections payments
to iBorrow. The payments will consist of a payment of $25,600 plus
50% of any amount remaining after payment of items consistent with
the Interim Budget. The adequate protection payment for the month
of February 2021 will be remitted to iBorrow no later than March 3,
2021.
As additional adequate protection for the interests of iBorrow, the
Debtor will collect, segregate, and retain all postpetition revenue
collected from the operation of the Property in one or more Debtor
in possession accounts at depositories approved by the United
States Trustee that do not contain funds generated from other
properties owned or operated by the Debtor.
A subsequent hearing on the Debtor's request is scheduled for
February 23. Objections are due February 19.
A copy of the Order is available at https://bit.ly/3pl8OQH from
PacerMonitor.com.
About EAS Graceland
EAS Graceland, LLC is a Single Asset Real Estate debtor. It sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D.
Tenn. Case No. 20-24484) on Sept. 15, 2020. In the petition signed
by Laure Marmontel, manager, the Debtor disclosed up to $50,000 in
assets and up to $10 million in liabilities.
Judge David S. Kennedy oversees the case.
Glankler Brown PLLC serves as Debtor's legal counsel.
iBorrow Reit, L.P., as lender, is represented by:
Ryan K. Cochran, Esq.
Waller Lansden Dortch & Davis, LLP
511 Union Street, Suite 2700
Nashville, TN 37219
Tel: (615) 244-6380
Fax: (615) 244-6804
Email: ryan.cochran@wallerlaw.com
ENVIVA HOLDINGS: Moody's Rates Proposed $325MM First Lien Loan B2
-----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Enviva Holdings,
LP's proposed $325 million first lien term loan. Moody's also
affirmed Enviva Partners LP's, Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating, B1 rating on the senior unsecured
notes due 2026 and maintained the SGL-3 Speculative Grade Liquidity
Rating. The outlook is stable.
The ratings are subject to the transaction closing as proposed and
review of the final documentation.
"The term loan financing will allow Enviva Holdings to have full
control over the future development of projects and provides the
necessary capital for new construction that will drop-down to fund
growth at the MLP," said Domenick R. Fumai, Moody's Vice President
and lead analyst for Enviva Partners, LP.
Affirmations:
Issuer: Enviva Partners, LP
Corporate Family Rating, Affirmed Ba3
Probability of Default Rating, Affirmed Ba3-PD
Gtd. Senior Unsecured Regular Bond/Debenture, Affirmed B1 (LGD4)
Assignments:
Issuer: Enviva Holdings, LP
Senior Secured Term Loan, Assigned B2 (LGD5)
Outlook Actions:
Issuer: Enviva Holdings, LP
Outlook, Assigned Stable
Issuer: Enviva Partners, LP
Outlook, Remains Stable
RATINGS RATIONALE
The affirmation of Enviva Partners' Ba3 CFR, Ba3-PD, B1 senior
unsecured notes rating and stable outlook reflects its leading
industry position with an estimated 14% market share in the global
wood pellets industry driven by positive fundamentals for the
biomass market in Europe and Asia as a result of an increase in
renewable energy regulations in order to reduce carbon emissions.
Moody's views the current regulatory environment in the European
Union and UK as supportive in the medium term. Long-term
take-or-pay contracts provide increased revenue and earnings
generation visibility and Moody's expects that Enviva Partners will
continue to benefit from increased customer diversification in 2021
as some of the new contracts with Asian customers become further
accretive to revenues and EBITDA. As a result, Moody's forecasts
adjusted pro forma Debt/EBITDA at Enviva Partners to decline from
approximately 4.9x in FY 2020 to 4.1x in FY 2021 and remain
appropriate for the rating. The company also benefits from its
access to abundant and relatively low-cost supply of wood fiber in
the Southeast US in close proximity to its manufacturing facilities
and transportation.
Enviva Partners' rating is tempered by its relatively small scale,
though Moody's expect the company to grow over time through
drop-downs and new contract awards. Although Enviva Partners
benefits from its access to low cost and abundant fiber supply, its
significant operational concentration in the Southeast US is
another constraining factor. Enviva Partners also faces the risk of
adverse changes in the regulatory environment. The company is
highly dependent on their customers receiving continued government
tax support, tariffs and subsidies in Europe and Asia in order to
displace coal with biomass. Other challenges include the threat of
technological advances that continue to make other renewable
resources more competitive as compared to biomass. Enviva Partners
has demonstrated a conservative financial policy using roughly a
50% debt and 50% equity financing to fund drop-downs, acquisitions
and capacity expansions. Moody's anticipates that Enviva Partners
will continue to finance future drop-downs and potential
acquisitions with a significant equity component. However, there
are no assurances that Enviva Partners will have access to capital
markets in the future which could result in its inability to fund
future drop-downs and growth. The company's MLP structure is
another consideration that limits the rating as it requires
significant distributions to common unitholders.
The B2 rating for the proposed $325 million senior secured term
loan at Enviva Holdings, LP reflects its stand-alone credit
assessment. Pro forma for the additional debt from the term loan
financing, Moody's estimates consolidated Debt/EBITDA of 6.7x in FY
2020 and 5.4x in FY 2021, which is more reflective of the "B"
category. In addition, Enviva Holdings is highly dependent on the
distributable cash flow from Enviva Partners to meet debt servicing
including interest expense and mandatory amortization of the term
loan. Although the additional debt increases on a consolidated
basis, Enviva Partners' continued growth in distributable cash flow
should be sufficient to offset the increased debt burden. A further
consideration is that while Enviva Holdings has demonstrated a
successful track record of project development based on its build
and copy approach, which reduces construction risk, there are no
assurances that these projects will be completed and fully
operational within the projected capital budget.
The SGL-3 rating factors Enviva's adequate liquidity supported by
modest cash balances and sufficient availability under the $350
million revolving credit facility that will be periodically used to
fund drop-down transactions and capex expansions. At September 30,
2020, Enviva Partners had $1.3 million of cash and $214 million of
availability under the revolving credit facility including letters
of credit.
STRUCTURAL CONSIDERATIONS
The B2 senior secured term loan also considers Moody's Loss Given
Default for Speculative-Grade Companies (LGD), which essentially
views Enviva Holdings level debt as holding company debt
structurally subordinated to debt at Enviva Partners, LP. The
proposed term loan is secured by all tangible and intangible assets
of Enviva Holdings, essentially its ownership of and equity
interests in the common units of its subsidiaries and the entities
in which subsidiary incentive distribution rights (IDRs) are held
as well as the estimated $173 million value of construction
projects at Lucedale, Pascagoula and Epes and a $100 million capex
reserve account. While the first lien term loan has significant
collateral coverage, the value of the collateral would be
significantly impaired if Enviva Partners, LP's common unit price
deteriorates substantially. The absence of cash flow generating
assets, other than distributions from Enviva Partners, is the
primary reason why Moody's believes that the secured debt at Enviva
Holdings is subordinate to the unsecured debt at Enviva Partners.
The senior secured term loan contains a financial maintenance
covenant debt service coverage ratio of at least 1.1x.
The B1 rating on Enviva Partners' senior unsecured debt, one notch
below the Ba3 CFR, reflects its subordinated position with respect
to claims on collateral relative to the revolver, which is secured
by liens on substantially all of Enviva's assets. Moody's expects
the company to generate sufficient cash to meet its capital and
minimum distribution requirements and to be in compliance with the
restrictive covenants under the secured credit facility.
The stable outlook reflects expectations for adjusted Debt/EBITDA
of 4.0x by the end of FY 2022, maintaining sufficient liquidity for
operations and adhering to a financial policy that utilizes a
balance of debt and equity to finance future drop-down transactions
and major capital expenditure programs.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Although not likely in the near-term, Moody's could upgrade the
rating if Debt/EBITDA including Moody's standard adjustments is
sustained below 3.0x, the company maintains a distribution coverage
above 1.2x, and experiences further significant organic growth and
geographic diversity through new contract awards.
The rating could be downgraded if adjusted Debt/EBITDA is sustained
above 4.5x, a distribution coverage ratio below 1.0x on a sustained
basis, upon a material adverse change in the regulatory environment
in the company's key markets, a significant deterioration in
liquidity, or a change in the financial policy that includes using
more debt in the capital structure to finance drop-down activity or
major capital expenditures or a major customer loss.
ESG CONSIDERATIONS
Moody's considers environmental, social and governance risks into
the rating. Enviva's products are considered renewable and
sustainable and increased favorable regulation in Europe and Asia
requiring lower carbon emissions and increased consumption of
renewables benefits the company. Enviva is currently not party to
any legal proceeding or investigation regarding environmental
damages or remediation. On the social front, Enviva is dedicated to
sustainability in terms of forest management, sustainable harvest,
and replanting.
However, governance risks for Enviva Partners are above average.
Although Enviva is a public company with good disclosure and
transparency, its MLP structure raises governance risks related to
the inherent GP (general partner) conflicts of interest with
stakeholders including creditors and common unit holders, as the GP
exercises control despite having a minority economic interest.
Furthermore, directors are appointed by the GP and are not required
to have a majority of independent directors. The MLP structure also
constrains the rating as a significant amount of cash flow is
distributed to the common unitholders and general partner as well
as IDRs (incentive distribution rights) that favor the general
partner over the common unitholders.
Enviva Partners, LP (Enviva) is a Delaware master limited
partnership (MLP) that engages in the production of utility-grade
wood pellets. The company aggregates and processes wood fiber into
transportable wood pellets sold under long-term take-or-pay supply
contracts to major power generators in Europe and Asia who use the
pellets in dedicated biomass or co-fired coal plants. Enviva is the
largest supplier of industrial wood pellets as measured by
production capacity, enjoying an estimated 14% market share of
global pellet supply. For the twelve months ended September 30,
2020, the company generated $798 million in revenues.
The principal methodology used in these ratings was Manufacturing
Methodology published in March 2020.
EXTERRAN ENERGY: Moody's Lowers CFR to B1 on Growing Debt Leverage
------------------------------------------------------------------
Moody's Investors Service downgraded Exterran Energy Solutions,
L.P.'s (EESLP or Exterran) Corporate Family Rating to B1 from Ba3,
Probability of Default Rating to B1-PD from Ba3-PD, its senior
unsecured notes rating to B3 from B1 and its Speculative Grade
Liquidity was downgraded to SGL-3 from SGL-2. The outlook remains
stable.
EESLP's senior unsecured notes are co-obligations of EES Finance
Corp., and are fully and unconditionally guaranteed by Exterran
Corporation (EXTN), as well as by its principal domestic operating
subsidiaries. EESLP is a wholly-owned limited partnership through
which EXTN owns its operating subsidiaries.
"While EESLP's contract operations segment generates stable, high
margin cash flows, its product sales segment exposes the company to
order rate volatility and construction risk across the global
markets in which it operates," commented Andrew Brooks, Moody's
Vice President. "Project construction in its product sales segment
has introduced higher execution risk and working capital financing
requirements, leading to growing debt levels and earnings weakness,
all of which have contributed to drive the company's debt leverage
well in excess of the 2.5x debt/EBITDA metric that has
characterized its otherwise conservatively levered balance sheet.
Exterran's elevated leverage appears likely to persist for several
years."
Rating Downgrades:
Downgrades:
Issuer: Exterran Energy Solutions, L.P.
Probability of Default Rating, Downgraded to B1-PD from Ba3-PD
Corporate Family Rating, Downgraded to B1 from Ba3
Senior Unsecured Notes, Downgraded to B3 from B1
Speculative Grade Liquidity Rating, Downgraded to SGL-3 from
SGL-2
Outlook Actions:
Issuer: Exterran Energy Solutions, L.P.
Outlook, Remains Stable
RATINGS RATIONALE
EESLP's B1 CFR reflects its growing debt leverage, a business mix
which has become increasingly exposed to project construction risk,
offset to an extent by the high and stable gross margins
attributable to its contract operations (natural gas compression
and processing) business segment. Contract operations, however,
require ongoing capital investment and is subject to contract
renewal risk. While product sales are largely self-financed through
customer progress payments, the projects themselves are subject to
construction and execution risk. Exterran operates primarily in
international markets, with North American revenues representing
less than 10% of its consolidated total. Effective November 2,
2020, the company divested its US compression fabrication business,
which further reduced North American revenues, however, because of
weak earnings attributable to US compression fabrication, its
product sales segment margins improved upon the divestment.
The company participates largely in the midstream energy space,
where its natural gas contract compression and processing services
are provided under long term, fee-based contracts. This segment,
55% of Exterran's 2020 nine-month revenues and 75% - 90% of its
gross margin, operates exclusively in international markets.
Contract operations generates consistent gross margins in the
mid-to-high 60% area, typical of contract services providers, with
a customer base comprised mostly of major and national oil
companies. Customer retention has proven to be sticky (given high
equipment switching costs), and there is considerable flex in
operating costs and capital spending requirements sufficient to
keep high gross margins intact and stable.
Product sales is heavily exposed to international natural gas
market conditions, with its order rate and backlog subject to
periods of volatility. Low order rates can lead to earnings
weakness as has been the case in 2020. Some of the company's
projects are large in size and scope, which can translate into more
technically challenging conditions or performance specifications.
Project bookings in product sales are typically constructed under
fixed-price contract arrangements specifying ongoing construction
milestones and completion dates, exposing the company to project
execution risk. Exterran has experienced start up delays in the
construction of a sizeable, 250 million cubic feet per day natural
gas processing project in the Middle East, which has added to the
working capital financing requirement. The construction of this
project is expected to be completed in 2023.
The company's third operating segment, aftermarket services, tends
to generate low volatility revenues and margins, representing
around 20% of revenues and 25% gross margins.
Debt levels jumped 16% at September 30 to $517 million from
year-end 2019 levels, with adjusted debt/EBITDA increasing to 3.5x
from 2.4x, largely reflecting weakness US product sales. Borrowings
under the company's secured revolving credit facility increased by
$96 million from year-end 2019 to $170 million at September 30.
Through periodic open market purchases of its 8.125% senior
unsecured notes due May 2025, the company has reduced its
outstanding notes balance to $351 million. While progress payments
in the company's product sales segment help alleviate financing
requirements and will ultimately help restore leverage to lower
levels, Moody's expects that leverage could approach 4x in 2021
before moderating back towards somewhat lower levels.
EESLP's $351 million senior notes principal balance is unsecured
and guaranteed by EXTN and substantially all of its US
subsidiaries. The notes are rated B3, two-notches below the B1 CFR,
reflective of the notes' junior position relative to the priority
claim of the company's $650 million senior secured revolving credit
facility.
The SGL-3 Speculative Grade Liquidity Rating reflects adequate
liquidity supported by a $28 million cash balance as of September
30 and access to the senior secured revolving credit facility.
Limited by a 4.5x leverage covenant, the full amount of the unused
availability under the revolving credit facility was not available
to the company at September 30, however, a subsequent amendment to
the facility providing for material project adjustments to EBITDA
has reduced the availability constraint. The $650 million facility
matures in October 2023. Financial covenants also include a minimum
interest coverage ratio of 2.25x, and a maximum senior secured
leverage ratio of 2.75x, both of which the company is in
conformance with. However, should weaker than expected earnings and
cash flow impose higher working capital requirements on the
company, covenant headroom could further impinge on revolver
availability. Liquidity is further provided by customer progress
payments made on equipment orders in the company's product sales
segment, without which could impose additional working capital
financing requirements on the company.
The stable outlook reflects Moody's expectation that gross margins
in contract operations will remain strong in the mid-60% area, and
that Exterran's leverage metrics will improve reflecting a pick up
in the pace of execution in product sales.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be upgraded if Exterran grows EBITDA over $250
million while returning debt/EBITDA below 3x. Should Exterran
experience significant additional challenges in project execution
or should leverage increase above 4x, the ratings could be
downgraded.
Exterran Corporation is headquartered in Houston, Texas and
provides contract compression services to the oil and gas industry
outside the US as well as processing and compression equipment
manufacturing and aftermarket services. The company was spun off in
November 2015 from Exterran Holdings, now Archrock, Inc. EESLP is a
Delaware limited partnership and an indirect wholly owned
subsidiary of Exterran Corporation. EES Finance Corp. is a Delaware
corporation and a direct wholly owned subsidiary of EESLP formed to
serve as co-issuer of certain debts.
FANNIE MAE: Reports $11.8 Billion Net Income for 2020
-----------------------------------------------------
Fannie Mae formally known as Federal National Mortgage Association
filed with the Securities and Exchange Commission its Annual Report
on Form 10-K disclosing net income of $11.80 billion on $107.57
billion of total interest income for the year ended Dec. 31, 2020,
compared to net income of $14.16 billion on $120.18 billion of
total interest income for the year ended Dec. 31, 2019.
For the three months ended Dec. 31, 2020, the Company reported net
income of $4.57 billion on $24.80 billion of total interest income
compared to net income of $4.36 billion on $29.50 billion of total
interest income for the three months ended Dec. 31, 2019.
As of Dec. 31, 2020, the Company had $3.98 trillion in total
assets, $3.96 trillion in total liabilities, and $25.26 billion in
total stockholders' equity.
"2020 presented the nation with an historic test and Fannie Mae
rose to the challenge, delivering a record $1.4 trillion in
mortgage liquidity to meet home purchase, refinancing, and rental
housing needs. I am proud of our work to help homeowners and
renters through the pandemic, our commitment to advance opportunity
and equity for families across the country, and our necessary focus
on safety and soundness. We will work with our mortgage industry
partners to provide home financing to creditworthy borrowers in all
market conditions and support the responsible exit from
conservatorship," said Hugh R. Frater, chief executive officer.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/310522/000031052221000156/fnm-20201231.htm
About Fannie Mae and Freddie Mac
Federal National Mortgage Association (OTCQB: FNMA), commonly known
as Fannie Mae -- http://www.FannieMae.com-- is a
government-sponsored enterprise (GSE) that was chartered by U.S.
Congress in 1938 to support liquidity, stability and affordability
in the secondary mortgage market, where existing mortgage-related
assets are purchased and sold. Fannie Mae helps make the 30-year
fixed-rate mortgage and affordable rental housing possible for
millions of Americans. The Company partners with lenders to create
housing opportunities for families across the country. A brother
organization of Fannie Mae is the Federal Home Loan Mortgage
Corporation (FHLMC), better known as Freddie Mac Freddie Mac
(OTCBB: FMCC) -- http://www.FreddieMac.com-- was established by
Congress in 1970 to provide liquidity, stability and affordability
to the nation's residential mortgage markets. Freddie Mac supports
communities across the nation by providing mortgage capital to
lenders.
About Fannie Mae's Conservatorship
and Agreements with Treasury
Fannie Mae has operated under the conservatorship of FHFA since
Sept. 6, 2008. Treasury has made a commitment under a senior
preferred stock purchase agreement to provide funding to Fannie Mae
under certain circumstances if the company has a net worth deficit.
Pursuant to this agreement and the senior preferred stock the
company issued to Treasury in 2008, the conservator has declared
and directed Fannie Mae to pay dividends to Treasury on a quarterly
basis for every dividend period for which dividends were payable
since the company entered conservatorship in 2008.
FERRELLGAS PARTNERS: Fine-Tunes Plan Ahead of Feb. 19 Hearing
-------------------------------------------------------------
Ferrellgas Partners, L.P., and Ferrellgas Partners Finance Corp.
filed a First Amended Prepackaged Joint Chapter 11 Plan of
Reorganization and a corresponding Disclosure Statement to
fine-tune its original plan documents filed in December.
The Bankruptcy Court scheduled February 19, 2021, at 2:00 p.m. as
the hearing to consider confirmation of the Plan.
The Amended Disclosure Statement and Plan do not alter the proposed
treatment of claims.
Notably, the Plan leaves all Claims other than the 2020 Notes
Claims, the Existing LP Units Interests, and the Other Existing
Equity Interests unimpaired. Class 4 2020 Notes Claims in the
principal amount of $357,000,000 will recover 62 percent under the
Plan in the form of 100% of the New Class B Units. Class 6 General
Unsecured Claims are unimpaired and thus will recover 100% under
the Plan. Holders of Existing LP Units Interest in HoldCo in Class
10 will each receive or retain such Holder's pro rata share of 100%
of the New Class A Units, subject to dilution by the New Class A
Units issued upon any future conversion of the New Class B Units.
The First Amended Disclosure Statement discusses the Litigation
Claims in Class 5. Each Holder of a Litigation Claim arising out
of either the Antitrust Action or the Eddystone Action shall
receive, in full satisfaction of such claim, Reinstatement of its
Claim or such other treatment rendering its Claim Unimpaired. For
the avoidance of any doubt, nothing in the Plan shall deem any
claim arising out of either the Antitrust Action or the Eddystone
Action as Allowed or affect any claim or defense related to or
arising out of either the Antitrust Action or the Eddystone Action
and the Debtors reserve all rights, defenses, counterclaims, and
setoffs related thereto.
HoldCo, OpCo, Bridger, and other affiliated entities have been
named, along with two former officers, in a lawsuit filed by
Eddystone on February 2, 2017 in the Eastern District of
Pennsylvania (the "Eddystone Action"). The Eddystone Action is
essentially a collection action in which Eddystone seeks to recover
contract damages from a group of entities, including HoldCo, that
were not parties to the Rail Agreement between Eddystone and
BTS/JTS. Eddystone asserts claims alleging alter ego, intentional
and constructive fraudulent transfer, and breach of fiduciary
duties of care and loyalty to creditors, and it seeks damages in
the aggregate amount of $173,020,238, plus pre-judgment interest
and punitive damages.
As discovery has unfolded in the case, it is the Debtors' position
that Eddystone's opportunities to support its narrative for
recovery against OpCo and HoldCo have dissipated and that the
Debtors and non-Debtor defendants are well-positioned to prevail.
The defendants in the Eddystone Action, including HoldCo, have
asserted a prior material breach defense and overlapping
counterclaims against Eddystone ranging from $10 million to 70
million.
OpCo along with Holdco have been named as defendants, along with a
competitor, in putative class action lawsuits filed in multiple
jurisdictions. The lawsuits, which were consolidated in the
Western District of Missouri on Oct. 16, 2014, allege that the
Enterprise and a competitor coordinated in 2008 to reduce the fill
level in 20 pound portable propane tank cylinders, resulting in
increased cylinder costs to direct customers and end-user customers
in violation of federal and certain state antitrust laws. The
lawsuits sought treble damages, attorneys' fees, injunctive relief
and costs on behalf of direct and indirect purchaser putative
classes.
In August 2019, the Enterprise reached a settlement with the direct
customers, pursuant to which it agreed to pay a total of $6.25
million to resolve all claims asserted by the putative direct
purchaser class. With respect to the indirect customers, there are
13 remaining state law claims brought by a putative class of
indirect customers. Ferrellgas believes it has strong defenses and
intends to vigorously defend itself against these remaining claims.
The Enterprise does not believe loss is probable or reasonably
estimable at this time related to the putative class action
lawsuit. Under the Plan, to the extent there are claims asserted
directly against HoldCo, such claims will be Reinstated and not
impacted by the Chapter 11 Cases.
The Debtors and the Reorganized Debtors, as applicable, shall fund
distributions under the Plan with Cash on hand to the extent
necessary. The distributions to be made under the Plan are
primarily to be made from the issuance of the New Class A Units and
the New Class B Units, which will be common Interests in the
Reorganized HoldCo and will not require any distribution of Cash.
Counsel to the Debtors:
Stephen D. Lerner
SQUIRE PATTON BOGGS (US) LLP
201 E. Fourth Street, Suite 1900
Cincinnati, OH 45202
Telephone: 513-361-1200
Facsimile: 513-361-1201
E-mail: stephen.lerner@squirepb.com
- and -
Jeffrey N. Rothleder
Christopher J. Giaimo
2550 M Street, NW
Washington, DC 20037
Telephone: 202-457-6000
Facsimile: 202-451-6315
E-mail: jeffrey.rothleder@squirepb.com
christopher.giaimo@squirepb.com
- and -
Maura McIntyre
4900 Key Tower
127 Public Square
Cleveland, OH 44114
Telephone: 216-479-8500
Facsimile: 216-479-8780
E-mail: maura.mcintyre@squirepb.com
- and -
William E. Chipman, Jr.
Mark Desgrosseilliers
Robert Weber
CHIPMAN, BROWN, CICERO & COLE, LLP
Hercules Plaza
1313 N. Market Street
Suite 5400
Wilmington, DE 19801
Email: Chipman@chipmanbrown.com
Desgross@chipmanbrown.com
Weber@chipmanbrown.com
About Ferrellgas Partners
Ferrellgas Partners, L.P. ("HoldCo") is a publicly traded Delaware
limited partnership formed in 1994 that has two direct
subsidiaries, Ferrellgas Partners Finance Corp. and Ferrellgas,
L.P. Partners Finance is a Delaware corporation formed in 1996 and
has nominal assets, no employees and does not conduct any
operations, but solely serves as co-issuer and co-obligor for the
2020 Notes. Ferrellgas, primarily through Ferrellgas, L.P., is a
distributor of propane and related equipment and supplies to
customers in the United States. Ferrellgas' market areas for
residential and agricultural customers are generally rural while
the market areas for industrial/commercial and portable tank
exchange customers are generally urban.
On Jan. 11, 2021, Ferrellgas Partners Finance Corp. and Ferrellgas
Partners, L.P., sought Chapter 11 protection (Bankr. D. Del. Case
No. 21-10020 to 21-10021). The operating company, Ferrellgas LP,
did not file a Chapter 11 petition.
Ferrellgas Partners, L.P., was estimated to have $100 million to
$500 million in assets and liabilities as of the bankruptcy
filing.
The Hon. Mary F. Walrath is the case judge.
The Debtors tapped SQUIRE PATTON BOGGS (US) LLP as primary
restructuring counsel; CHIPMAN, BROWN, CICERO & COLE, LLP, as
Delaware bankruptcy counsel; MOELIS & COMPANY LLC as investment
banker; and RYNIKER CONSULTANTS as financial advisor. PRIME CLERK
LLC is the claims agent.
FF FUND: General Partner Plans to Borrow $4M from Exit Lender
-------------------------------------------------------------
FF Fund I, L.P., and F5 Business Investment Partners, LLC, filed a
Second Amended Disclosure Statement for their First Amended Chapter
11 Plans of Reorganization dated February 9, 2021.
FF Management, the general partner of FF Fund, will be borrowing
the Investment Guarantee Amount from the Exit Lender. The
Reorganized Debtors shall not be liable on the $4.0 million loan
from the Exit Lender to FF Management in respect of the Investment
Guarantee Amount, and the Exit Lender shall not have a lien on any
of the assets of the Reorganized Debtors in respect of such $4.0
million loan. Rather, the $4.0 million loan by the Exit Lender to
FF Management will be the obligation of FF Management, and will be
secured by assets of FF Management, including a pledge by FF
Management of its General Partner Equity Interest in the FF Fund
Debtor and the New Limited Partner Equity Interests to be issued to
FF Management under the FF Fund Plan.
If FF Management defaults on such $4.0 million loan after the
Effective Date of the Plans, then the Exit Lender will have the
right to foreclose on any and all of the assets pledged by FF
Management to the Exit Lender in connection therewith, including
specifically the General Partner Equity Interests in the FF Fund
Debtor and the New Limited Partner Equity Interests in the FF Fund
Debtor. If the Exit Lender forecloses on such General Partner
Equity Interests and/or New Limited Partner Equity Interests, then
the Exit Lender, or its designee, will thereafter control the
assets and investments of the Reorganized Debtors and may remove
Andrew Franzone and FF Management from any role in connection with
the management of such assets or investments.
In the event the Exit Lender forecloses on the General Partner
Equity Interests and/or New Limited Partner Equity Interests owned
by FF Management and takes control of the management of the assets
and investments of the Reorganized Debtors, the Debtors do not know
who the Exit Lender will engage to manage such assets and/or
investments. However, such foreclosure does not and will not
affect, limit or otherwise abrogate the obligations of the
Reorganized Debtors under the Plans, including the obligations of
the Reorganized Debtors (albeit under the control of the Exit
Lender) to make the required payments to the Holders of Allowed
General Unsecured Claims and to the Holders of the Allowed Limited
Partner Equity Interests as set forth in and under the Plans.
For avoidance of doubt, the obligations of Reorganized Debtors to
the Holders of Allowed General Unsecured Claims and the Holders of
the Allowed Limited Partner Equity Interests under the Plans are
and shall remain senior to the Equity Interests of the Exit Lender
if the Exit Lender forecloses on the assets of FF Management in
respect of the $4.0 million loan made to FF Management. If after
such foreclosure on the assets of FF Management, the Reorganized
Debtors default in their obligations under the Plans, then the
Holders of Allowed General Unsecured Claims and the Holders of the
Allowed Limited Partner Equity Interests shall be entitled to
exercise any and all rights and remedies available to them under
the Bankruptcy Code or applicable non-bankruptcy law, including to
seek to dismiss the Chapter 11 Cases or to seek to convert such
Chapter 11 Cases to cases under Chapter 7 of the Bankruptcy Code.
As a further inducement to Holders of Allowed Claims, FF Management
has agreed to (i) subordinate its $2,000,000 claim against the FF
Fund Debtor to all Allowed General Unsecured Claims against the FF
Fund Debtor and the F5 Business Debtor (but not to the Holders of
Limited Partner Equity Interests) as part of the Plans, and (ii)
reduce such claim to $1,000,000 provided that FF Management or its
designee is the provider of the Investment Guarantee Amount.
The Exit Financing will be structured as a line of credit facility
to the Reorganized Debtors in the maximum amount of $1,500,000 and
will be secured by a first lien on all of the assets of the
Reorganized Debtors. The Exit Financing shall be for a term of not
less than five years after the Effective Date and shall accrue
interest at a monthly rate equal to 2.0% on the outstanding balance
thereof, which interest shall be paid monthly by the Reorganized
Debtors. If the Reorganized Debtors default under the Exit
Financing, then the Exit Lender shall have a right to foreclose on
one or more of the assets of the Reorganized Debtors to satisfy the
debt then owing thereunder.
A full-text copy of the Second Amended Disclosure Statement dated
Feb. 9, 2021, is available at https://bit.ly/37iwD5F from
PacerMonitor at no charge.
Counsel for the Debtors:
Paul J. Battista, Esq.
Florida Bar No. 884162
Heather L. Harmon. Esq.
Florida Bar No. 013192
GENOVESE JOBLOVE & BATTISTA, P.A.
100 SE 2nd Street, 44th Floor
Miami, FL 33131
Telephone: (305) 349-2300
Facsimile: (305) 349-2310
About FF Fund
FF Fund I, L.P., is a limited partnership that was formed in August
2010. FF Fund's general partner is FF Management. FF Fund's
offering documents identified a broad range of investment
strategies to achieve its stated objectives of "capital
appreciation and current income."
FF Fund has 13 subsidiaries and affiliates that FF Management set
up and routinely evolved over the roughly 10 years since FF Fund's
formation for various accounting, tax, audit, insurance,
regulatory, liquidity, operational, and administrative reasons.
F3 Real Estate Partners, LLC, was established to invest in real
estate primarily from 2011 through 2019. Prior to the CRO's
appointment, F3 purchased and then sold a residential complex
containing 87 condominium units in West Palm Beach, FL, which sale
transaction closed in May 2019.
F5 Business Investment Partners, LLC, held and currently owns the
majority of the current investments made by FF Fund with monies
received from the Limited Partners. The investments made by the F5
consisted mainly of (i) illiquid, non-tradeable privately held
shares in early-stage or start-up companies, (ii) minority
interests in real estate partnerships, or (iii) unsecured
promissory notes.
F6 Standard Securities Partners, LLC, held liquid hedge fund
investments.
The remainder of the subsidiaries had nominal investments.
On Sept. 24, 2019, FF Management retained Soneet R. Kapila to
manage FF Fund. FF Management was and is controlled by Andrew
Franzone.
FF Fund I L.P., an investment company based in Miami, Fla., filed a
voluntary petition for relief under Chapter 11 of Bankruptcy Code
(Bankr. S.D. Fla. Case No. 19-22744) on Sept. 24, 2019. In the
petition signed by CRO Soneet R. Kapila, the Debtor estimated $50
million to $100 million in assets and $1 million to $10 million in
liabilities.
On Jan. 24, 2020, F5 Business Investment Partners, LLC, an
affiliate of FF Fund, filed a Chapter 11 petition (Bankr. S.D. Fla.
Case No. 20-10996). The case is jointly administered with that of
FF Fund. At the time of the filing, F5 Business estimated assets
of between $10 million and $50 million and liabilities of between
$1 million and $10 million.
Chief Judge Laurel M. Isicoff oversees the cases.
Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., is
serving as the Debtors' legal counsel.
No creditors' committee has been appointed in the case. In
addition, no trustee or examiner has been appointed.
FIREBALL REALTY: Fine-Tunes Plan; To Sell South Willow for $720K
----------------------------------------------------------------
Fireball Realty, LLC, submitted a Second Amended Plan of
Reorganization and a corresponding Disclosure Statement dated
February 9, 2021.
Under the Plan, the South Willow Property and the Keystone
Equipment Collateral will be sold to Sargent Sr. free and clear of
all liens, claims and interest pursuant to Code Section 363 in
exchange for the Funding Commitment, which includes the obligation
to purchase the South Willow Property with the remaining proceeds
of the loan to be made by Primary Bank, and the dividends to be
paid pursuant to the Funding Commitment. The entry of the
Confirmation Order will obligate Sargent Sr., as the Plan Funder,
to:
* Buy the remainder of the Primary Collateral – the South
Willow Property from the Debtor free and clear of all liens, claims
and interests for the sum of $720,000.00, which includes the
allowed claim for unpaid real estate taxes held by the City of
Manchester in the estimated amount of $23,483.07 and $250.00 in
Closing Costs incurred by the Debtor, subject to and on the further
terms and conditions.
* Purchase or cause his nominee to purchase the Keystone
Equipment Collateral Pay for the sum of $20,000, without reduction
for the approximately $2,800 in adequate protection payments made
to the creditor during the term of this Case. If a nominee
purchases the Keystone Equipment Collateral, the Plan Funder shall
execute and deliver the Guaranty and Assumption, Assignment and
Novation Agreement required by the Plan with respect to the
Keystone Financial Loan and Loan Documents.
* Pay the dividends due the following creditors holding allowed
claims in the following classes on a pro rata basis in accordance
with the terms of the Plan: Class 5 ($10,000), Class 6 ($221.08),
Class 7 ($0.00), and Class 8 ($13,750).
The Debtor will sell the South Willow Street property to the Plan
Funder for $720,000.00. The Debtor has filed a Motion for Order
Permitting Private Sale of 16 South Willow Street for $720,000.00.
From the sale proceeds, the Debtor will pay the real estate taxes
due the City of Manchester and the recording fees and expenses
estimated to be less than $250.00. Following payment of the real
estate taxes and closing costs, the balance of the sale proceeds
and escrow funds currently held by Primary will be remitted to
Primary Bank for application to the Primary Loans. The hearing on
the Debtor's Motion to Sell is scheduled for March 9, 2021. The
creditor in this class has been paid approximately $121,000.00 by
the Debtor's affiliate Pitbull Realty Group, Inc. from the sale of
property owned by Pitbull with the approval of the Court. None of
the proceeds of the loan made by Primary Bank will be used to pay
any allowed claims other than the Class 1 Claim held by the City of
Manchester and the Primary Allowed Secured Claim. By agreement with
Primary Bank, it will accept $1.00 in full satisfaction of the
General Unsecured Claim on the effective date.
Like in the prior iteration of the Plan, General Unsecured Claims
in Class 8 have an estimated allowed amount of $800,000. The
projected dividend or dividend range is $1.00 or 2% of allowed
claims. Flare Investments, LLC (36 Windymere Road, Epsom), Flare
Investments, LLC (45 Myrtle Str, 158 Broad St and 27 School St,
Claremont), Flare Investments, LLC (99 Chestnut St, 2-10 Meadow St,
12 Meadow St, Claremont – Fireball Guaranty), NOME Ventures
and Primary Bank, will be paid $1.00 each based on their agreement
to accept less favorable treatment. Except for the creditors named
in the preceding paragraph, each other creditor holding an allowed
claim in this Class will be paid 2% of their allowed claim, in 4
annual installments, beginning on the 30th day from the effective
date and on the same date of each anniversary thereof until paid in
full. The dividend source is from the Plan Funder or nominee by
virtue of the cash portion of the Funding Commitment and Funding
Contribution.
In order to fund the payment of the claims held by the City of
Manchester for unpaid real estate taxes and the Primary Claims to
the extent secured by the first and second priority mortgages held
by Primary, the Debtor will sell, grant and convey the South Willow
Property to the Plan Funder or his nominee free and clear of all
liens, claims and interest pursuant to Code Section 363. The Debtor
has filed the Motion to Sell and the hearing on the Motion to Sell
is scheduled for March 9, 2021.
A full-text copy of the Second Amended Disclosure Statement dated
Feb. 9, 2021, is available at https://bit.ly/3k0j3cg from
PacerMonitor.com at no charge.
Debtor's Attorneys:
Eleanor Wm. Dahar
VICTOR W. DAHAR, P.A.
20 Merrimack Street
Manchester, NH 03101
Tel: (603) 622-6595
About Fireball Realty
Fireball Realty LLC is a real estate agency in Manchester, New
Hampshire. Fireball Realty sought Chapter 11 protection (Bankr.
D.N.H. Case No. 19-10922) on June 28, 2019. In the petition signed
by Charles R. Sargent, Jr., member, the Debtor was estimated to
have assets and liabilities in the range of $1 million to $10
million. The Debtor tapped William S. Gannon, Esq., at William S.
Gannon PLLC, as counsel.
FORD MOTOR: Moody's Completes Review, Retains Ba2 CFR
-----------------------------------------------------
Moody's Investors Service has completed a periodic review of the
ratings of Ford Motor Company and other ratings that are associated
with the same analytical unit. The review was conducted through a
portfolio review discussion held on February 8, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Ford's Ba2 corporate family rating accounts for the erosion in the
company's operating performance over the past few years and the
extensive and long-dated restructuring initiatives that the company
is undertaking to restore its competitive position in Europe, South
America and China. Despite the potential benefits from these
initiatives, it will take several years for material financial and
operating benefits to be realized. Further, the company will need
to successfully execute its redesign and restructuring initiatives
while also continuing to invest in electrification, mobility and
autonomous driving technologies. In addition, Ford may also have to
contend with the large earnings impact (potentially $1 to $2.5
billion) from the shortage of semiconductors. In the face of these
sources of stress, Ford benefits from a competitive position in
North America that is expected to be strengthened by a strong new
product pipeline in 2021 (the F-150, Bronco and Mach
E-Mustang-inspired BEV). Despite a challenging operating
environment in 2020, Ford maintains a strong liquidity position at
$47 billion at the end of 2020, consisting of $31 billion in cash
and marketable securities and $16 billion in committed credit
facilities.
The principal methodologies used for this review were Automobile
Manufacturer Industry published in June 2017.
FURNITURELAND USA: Seeks to Hire Colliers International as Broker
-----------------------------------------------------------------
Furnitureland USA, Inc. seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Colliers
International as its real estate broker.
The firm will market and sell the real property owned by the Debtor
located at 2345 N. Orange Blossom Trail, Kissimmee, Fla.
The firm will be paid a commission of 2.5 percent of the purchase
price.
Scott Corbin, a partner at Colliers International, disclosed in a
court filing that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Scott Corbin
Colliers International
255 South Orange Avenue, Suite 1300
Orlando, FL 32801
Tel: (407) 843-1723
About Furnitureland USA Inc.
Furnitureland USA, Inc. sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. M.D. Fla. Case No. 20-06634) on Dec. 1,
2020. In its petition, the Debtor disclosed assets of between $1
million and $10 million and liabilities of the same range.
Furnitureland President Mark Cantley signed the petition.
Judge Lori V. Vaughan oversees the case. The Law Offices Of Scott
W. Spradley, P.A., is the Debtor's legal counsel.
GARRETT MOTION: Equity Holders Say Plan Superior to Debtors'
------------------------------------------------------------
The Official Committee of Equity Securities Holders filed an
Amended Joint Plan of Reorganization and corresponding Disclosure
Statement for Garrett Motion Inc., et al., dated Feb. 5, 2021.
The Equity Committee Plan provides for the recapitalization and
reorganization of the Debtors through the Restructuring
Transactions. The Equity Committee Plan differs from the Debtors'
Plan in two respects:
* Each Holder of Existing Common Stock in Class 11 (Existing
Common Stock) are Unimpaired under the Equity Committee Plan; and
* Holders of Existing Common Stock will have the option to
receive a number of shares of GMI Common Stock equal to the number
of shares of Existing Common Stock held by each such Holder and
each such Holder's pro- rata share of the Subscription Rights or,
at such Holder's election (unless such stockholder is a party to
the Equity Committee Plan Support Agreement), receive cash in the
amount of $7.00 per share in exchange for cancelation of their
shares, provided that if the aggregate Cash Out Consideration
exceeds $225 million, such Holders of Existing Common Stock who
exercised the Cash-Out Option shall receive their Pro Rata share of
$225 million and the treatment set forth in the Equity Committee
Plan for the remaining shares.
The Equity Committee Plan is a significant achievement for GMI
Shareholders. The global resolution of Honeywell's claims against
the Debtors, and treatment thereof, is an integral component of the
Equity Committee Plan as well as the Debtor's Plan. The
classification, treatment status, and voting rights of Classes of
Claims and Interests under the Equity Committee Plan include:
Claims in Class 7 (General Unsecured Claims) are Unimpaired under
the Equity Committee Plan and will either be Reinstated, paid in
full and/or assumed by one or more Reorganized Debtors; Claims in
Classes 4 (Prepetition Credit Agreement Claims) and 6 (Honeywell
Plan Claims) are or may be Impaired under the Equity Committee Plan
and have consented to such treatment pursuant to the RSA or the
Equity Committee Plan Support Agreement, respectively; and Claims
in Class 5 (Senior Subordinated Noteholder Claims) are Unimpaired
under the Equity Committee Plan and not entitled to vote.
Accordingly, all non-debtor Classes of Claims against the Debtors
are Unimpaired under the Equity Committee Plan or have consented to
be impaired, with the exception of Claims in Class 10. In addition,
each Holder of Existing Common Stock in Class 11 (Existing Common
Stock) is Unimpaired under the Equity Committee Plan and will
receive in exchange for its shares of Existing Common Stock, either
(a) (i) the same number of shares of Existing Common Stock in New
GMI, and (ii) its Pro Rata share of the Subscription Rights in
connection with the Rights Offering of up to $600.1 million of
Series A Preferred Stock, or (b) if such Holder timely exercises
its Cash-Out Option, its Cash-Out Consideration in the form of Cash
in the amount of $7.00 with respect to each share of Existing
Common Stock properly delivered under the Cash-Out Option, provided
that if the aggregate Cash-Out Consideration exceeds $225 million,
such Holders of Existing Common Stock who exercised the Cash-Out
Option shall receive their Pro Rata share of $225 million and the
treatment set forth in the Equity Committee Plan for the remaining
shares.
The Equity Committee believes that the Equity Committee Plan
provides the best and most prompt possible recovery to Holders of
Claims and Interests. The Equity Committee believes that (i)
through the Equity Committee Plan, Holders of Allowed Claims and
Interests will obtain a recovery from the Debtors' estates equal to
or greater than the recovery that they would receive if the
Debtors' assets were liquidated under chapter 7 of the Bankruptcy
Code and (ii) consummation of the Equity Committee Plan will
maximize the recovery of the Holders of Allowed Claims and
Interests.
Cash payments or distribution to be made hereunder shall be funded
from the existing Cash of the Debtors and the Cash proceeds of (a)
the purchase of Series A Preferred Stock by (i) the Equity Backstop
Party pursuant to the Equity Committee Plan Support Agreement, (ii)
the Equity Backstop Parties, and (iii) Holders of Existing Common
Stock pursuant to the Rights Offering, and (b) the Exit
Facilities.
On the Effective Date, the Equity Backstop Party shall purchase,
and New GMI shall issue to such Equity Backstop Party, a number of
shares of Series A Preferred Stock at a purchase price of $200
million in Cash, in the aggregate, consistent with and subject to
the terms of the Equity Committee Plan Support Agreement and the
Equity Commitment Agreement. On the Effective Date, New GMI and
Atlantic Park shall be deemed to be parties to, or the Series A
Preferred Stock shall otherwise be governed by, the Series A
Certificate of Designation, without the need for execution by the
Equity Backstop Party.
Counsel for the Committee of Equity:
Andrew K. Glenn
Jed I. Bergman
Shai Schmidt
GLENN AGRE BERGMAN & FUENTES LLP
55 Hudson Yards
20th Floor
New York, New York 10001
Telephone: (212) 358-5600
E-mail: aglenn@glennagre.com
jbergman@glennagre.com
sschmidt@glennagre.com
About Garrett Motion
Based in Switzerland, Garrett Motion Inc. (NYSE: GTX) designs,
manufactures, and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
original equipment manufacturers and the global vehicle and
independent aftermarket.
Garrett Motion and its affiliates sought Chapter 11 protection
(Bankr. S.D.N.Y. Lead Case No. 20-12212) on Sept. 20, 2020.
Garrett disclosed $2.066 billion in assets and $4.169 billion in
liabilities as of June 30, 2020.
The Debtors tapped Sullivan & Cromwell LLP as counsel, Quinn
Emanuel Urquhart & Sullivan LLP as co-counsel; Perella Weinberg
Partners and Morgan Stanley & Co. LLC as investment bankers; and
AlixPartners LP as restructuring advisor. Kurtzman Carson
Consultants LLC is the claims agent.
On Oct. 5, 2020, the U.S. Trustee for Region 2 formed a committee
to represent unsecured creditors in the Debtors' Chapter 11 cases.
White & Case LLP and Conway MacKenzie, LLC, serve as the
committee's legal counsel and financial advisor, respectively.
GATA III: Case Summary & 7 Unsecured Creditors
----------------------------------------------
Debtor: Gata III, LLC
1463 Graystone Canyon Ave.
Las Vegas, NV 89183
Business Description: GATA III, LLC is primarily engaged in
renting and leasing real estate properties.
Chapter 11 Petition Date: February 15, 2021
Court: United States Bankruptcy Court
District of Nevada
Case No.: 21-10690
Judge: Hon. Natalie M. Cox
Debtor's Counsel: Zachariah Larson, Esq.
LARSON & ZIRZOW, LLC
850 E. Bonneville Ave.
Las Vegas, NV 89101
Tel: 702-382-1170
Email: mzirzow@lzlawnv.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Paul Thomas, sole manager.
A copy of the petition containing, among other items, a list of the
Debtor's seven unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/I7MDSMI/GATA_III_LLC__nvbke-21-10690__0001.0.pdf?mcid=tGE4TAMA
GREAT WESTERN: Fitch Upgrades IDR to 'B-' Following Refinancing
---------------------------------------------------------------
Fitch Ratings has upgraded Great Western Petroleum, LLC's (or GWP)
Issuer Default Rating (IDR) to 'B-' from 'C' following the
company's refinancing of near-term maturities through the issuance
of new senior secured second lien notes. In addition, Fitch has
upgraded GWP's senior secured credit facility to 'BB-'/'RR1' from
'CCC'/'RR1' and assigned a 'B-'/'RR4' to the senior secured second
lien notes. In addition, the IDR and ratings on the revolver and
senior unsecured notes have been removed from Rating Watch
Positive. The Rating Outlook is Stable.
The ratings reflect the debt maturity runway to 2024 created by the
refinancing of the senior unsecured notes due 2021 and 2025. GWP
also executed an exchange of preferred stock into common units,
which improved cash flow through the elimination of $23.7 million
of annual distributions. The ratings also reflect Fitch's belief
the company will be FCF neutral to slightly positive over the
forecasted period, its low leverage (greater than 2.0x), ability to
operate and secure permits in the heavily regulated Colorado
market, adequate liquidity and low-cost structure. These factors
are offset by increased regulatory activity for Colorado energy
producers, relatively small, albeit growing, production size and
challenges in accessing debt capital markets.
GWP has shown an ability to operate under the new regulatory
environment in Colorado with no material impact on operations and
an ability to receive permits under the new guidelines. Fitch does
not believe the new regulatory environment will materially affect
operations; however, the overhang of potentially further regulatory
initiatives could continue to hamper debt capital market access.
The second lien notes have a recovery rating of RR4, which is
higher than the RR5 rating on the retired senior unsecured notes.
The upgrade is due to the reduction of non-revolver debt from debt
repurchases and the use of cash in the recent refinancing.
The ratings on the senior unsecured notes were withdrawn as a
result of the refinancing.
KEY RATING DRIVERS
Refinancing Creates Runway: Great Western issued $235 million of
senior secured second lien notes due 2025 and used the proceeds
along with cash on hand to redeem its 9% senior unsecured notes due
2021. In addition, the company reached an agreement with holders of
its 8.5% senior unsecured notes due 2025 to exchange into the same
second lien notes. Finally, preferred stock holders agreed to
exchange into common units, resulting in the elimination of $23.7
million in dividends. The transaction addressed all near-term debt
maturities and eliminated all bond maturities until 2025. Pro forma
for the transaction, the company would have approximately 70%, or
$339 million of its $485 million revolver commitment drawn.
However, liquidity is supported by approximately $146 million of
pro forma revolver availability and Fitch's estimates that GWP will
generate neutral to slightly positive FCF.
The proposed transaction follows a failed attempt by Great Western
to complete a debt exchange that Fitch determined was a distressed
debt exchange. The exchange was to address the company's senior
unsecured notes due on Sept. 30, 2021, and the springing of the
revolver maturity to March 30, 2021 if the unsecured notes were not
refinanced in full. Although Fitch believes GWP's credit metrics,
liquidity, and operations are intact, and that the lack of access
to debt capital markets for most single-B energy issuers prohibited
the company from addressing its near-term debt maturities.
Pandemic Impact on Credit: The impact of the pandemic has led to
elevated credit metrics due to lower commodity prices and reduced
production guidance. Fitch expects debt/EBITDA to decline to 2.0x
in 2021 from 2.5x in 2020 based on its current price deck
assumption of $42 in 2021, although current spot prices are
materially higher (above $50). In addition, although Fitch
considers liquidity as adequate, current utilization of the
revolver limits headroom if commodity prices take another severe
downturn.
Potential levers to enhance credit quality will come from the
application of FCF to reduce debt, credit-accretive asset
transactions, stability in commodity prices at current levels and a
more favorable regulatory outlook.
Pivot to FCF: Fitch believes the company is on the path to generate
positive FCF in 2021 and beyond based on the current price deck.
Although Fitch does not expect a material reduction in debt from
the application of FCF proceeds, GWP should realize enhanced
liquidity and be in a better position to extend its revolver
maturity. Positive FCF is expected to be driven by improved
commodity pricing protected by a solid hedging program, narrowing
differentials, and lower operating and capital costs.
Regulatory Environment Overhang: Senate Bill 19-181 was signed into
law on April 16, 2019, and the rules to align the regulations with
the bill were approved by the Colorado Oil and Gas Conservation
Commission (COGCC) on Nov. 23, 2020. The new rules went into effect
on Jan. 15, 2021. The regulations include a minimum 2,000 feet
setback for schools or childcare centers, a prohibition on routine
flaring or venting, and increased protections for wildlife.
Fitch does not foresee near-to-medium term operational risks under
the new regulatory environment. GWP was able to get approval for
107 wellbore permits over the past six months that meet new
regulations. However, the regulatory and political environment may
remain an overhang, especially as it relates to capital market
access.
ESG Considerations: Great Western has an Environmental, Social and
Governance (ESG) Relevance Score of '4' for Exposure to Social
Impacts, due to heightened regulatory pressure for Colorado oil and
gas operators, which may have a longer-term impact on costs and
inventory. Fitch believes this has a negative impact on the credit
profile and is relevant to the rating in conjunction with other
factors.
DERIVATION SUMMARY
Great Western's estimated debt/EBITDA for 2020 of 2.5x is in line
with Talos Energy (TALO: B-/Stable) but slightly higher than Double
Eagle (DPE: B/Stable) and CrownRock (CROWN: B+/Stable). Fitch
expects credit metrics to improve for Great Western, TALO, and DPE
in 2021. Estimated 2020 metrics include hybrid securities, such as
GWP's preferred equity, which was converted into common equity in
2021. Debt/flowing barrel per day as of Sept. 30, 2020 of $16,914
is lower than TALO ($20,658) and CROWN ($17,501), but above DPE
($12,438). DPE's and CROWN's ratings are supported by a strong
liquidity position provided revolvers that are either undrawn or
not materially drawn. Great Western and TALO both have borrowings
over 50% of their revolvers, which provide limited headroom during
a drawn-out, low commodity price environment.
Great Western's production of 60.3mboe/d is higher than TALO
(48.6mboe/d) and DPE (45.8mboe/d), but below CROWN (76.6mboe/d).
Great Western has a lower liquids cut than TALO, DPE and CROWN,
which results in lower realized price. As a result, Great Western's
netback of $5/boe is below TALO ($7/boe) and well below CROWN
($12/boe) and DPE (18/boe). Fitch calculates Great Western's
netback margin at 28%, which is above TALO at 23%, but well below
DPE (65%) and CROWN (54%). Higher netback margins offer greater
protection during a period of prolonged low commodity prices.
KEY ASSUMPTIONS
Fitch's key assumptions within its rating case for the issuer
include:
-- West Texas Intermediate (WTI) oil prices of $42/bbl in 2021,
$47/bbl in 2022 and $50/bbl in 2023.
-- Henry Hub natural gas prices of $2.45 per thousand cubic feet
(mcf) throughout the forecasted period.
-- Realized prices in accordance with Accounting Standards
Codification (ASC) 606 (gathering and transportation [G&T]
costs netted).
-- Minimal production growth in 2020 and low single-digit
production growth in 2021.
-- A capital program linked to lower activity in 2020, with
price-linked increases in the outer years.
-- Flat unit costs through the forecasts.
KEY RECOVERY RATING ASSUMPTIONS
The recovery analysis assumes that Great Western Petroleum LLC
would be reorganized as a going-concern in bankruptcy rather than
liquidated.
Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
Fitch assumes a bankruptcy scenario exit EBITDA of $228 million, in
line with the 2022 stress case EBITDA. The EBITDA estimate assumes
a slight uptick in oil and natural gas prices following a prolonged
commodity price downturn coupled with an unexpected regulatory
change, causing lower than expected production, less economic
drilling inventory and liquidity constraints.
Fitch uses a GC enterprise value (EV) multiple of 3.0x, which is
unchanged from Great Western's previous recovery assumption. The
historical bankruptcy case study exit multiples for peer companies
range from 2.8x to 7.0x, with an average of 5.2x and a median of
5.4. The lower multiple reflects Great Western's in the DJ Basin,
which is smaller, subject to increased regulatory risks and cored
up, leading to fewer available assets to increase reserves and
inventory.
Extraction Oil & Gas, a slightly larger operator in the DJ Basin,
emerged from bankruptcy in January 2021. The company's emergent
valuation ranged from 3.0x to 3.5x of its forecasted 2023 EBITDA
with a midpoint of 3.2x.
Fitch's going-concern assumptions lead to a valuation of $684
million, a slight increase since the last review due to higher
realized pricing.
Liquidation Approach
Fitch uses transactional and asset-based valuations, such as recent
transactions for the DJ Basin, on $/acre, $/drilling location,
$/flowing barrel and $/proved reserve estimates to determine a
reasonable sales price for the company's assets.
Fitch used PDC Energy Inc.'s acquisition of SRC Energy, Inc. in
August 2019 as the key comparison. Fitch notes that SRC's acreage
position is slightly south and east of the company's Weld County
position, which has different valuation impacts than the company's
Adams County core, which is in the volatile oil window. Fitch's
liquidation value was $658 million.
Fitch assumes the revolver was drawn at $485 million, or 100% of
the elected commitment amount. The allocation of value in the
liability waterfall results in a recovery corresponding to an 'RR1'
rating for the revolver and an 'RR4' rating for the senior secured
second lien notes.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Generation of material FCF over mid-cycle pricing with
proceeds used for revolver reduction;
-- Utilization of revolver commitment below 50%;
-- Proven access to debt capital markets with terms and
conditions similar to other single-B E&P issuers;
-- Midcycle debt/EBITDA below 2.5x;
-- Production greater than 60 mboe/d.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Material reduction in liquidity;
-- Generation of FCF deficits over mid-cycle pricing;
-- Mid-cycle debt/EBITDA above 3.0x.
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 estimates that Great Western will have approximately $146
million available under its revolver (out of a $485 million
commitment) as of Dec. 31, 2020. There are no debt maturities until
the revolver comes due in June 2024, and the next bond maturity is
September 2025. Fitch believes the company will need to refinance
the notes to a longer maturity in order to extend the revolver,
which would require greater stability with Colorado regulatory
actions, better access to debt capital markets and reduced
borrowings under the revolver.
The secured revolving credit facility has a commitment of $485
million (down from $600 million as amended in September 2020). The
facility has two financial maintenance covenants including a
maximum leverage ratio not to exceed 3.5 to 1 and a current ratio
that is not to be less than 1.0 to 1.0. Terms of the second lien
issuance only allows the revolving credit facility to be first lien
debt, prohibits any secured debt junior to the revolver and senior
to the second liens, and allows parity second lien debt of up to
$50 million.
ESG CONSIDERATIONS
Great Western Petroleum, LLC: Exposure to Social Impacts: 4
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.
GREAT WESTERN: Moody's Hikes CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Investors Service upgraded Great Western Petroleum, LLC's
Corporate Family Rating to B3 from Caa3 and Probability of Default
Rating to B3-PD from Caa3-PD. At the same time, Moody's assigned a
Caa2 rating to Great Western's $310 million of senior secured
second lien notes due 2025. The Ca rating on the existing senior
unsecured notes due 2021 remains unchanged and will be withdrawn
upon redemption. The outlook has been changed to stable from
ratings under review.
The notes were co-issued by Great Western Finance Corp., a
wholly-owned subsidiary of Great Western. Proceeds from the notes
were used to retire Great Western's senior unsecured notes due 2021
and reduce the outstanding amount under its revolving credit
facility.
The rating action follows the announcement of pricing of Great
Western's second lien notes offering [1] and concludes the review
for upgrade on Great Western's ratings that was initiated on
February 1, 2021. "Through the notes issuance and contemporaneous
exchange of its preferred stock into common, Great Western has
resolved its near-term liquidity concerns and restructured its
balance sheet," commented Moody's analyst John Thieroff. "Despite
the 12% coupon on the new notes, Great Western has substantially
reduced its fixed charge burden by eliminating $24 million of
annual preferred dividends."
Upgrades, previously placed on review for upgrade:
Issuer: Great Western Petroleum, LLC
LT Corporate Family Rating, Upgraded to B3 from Caa3
Probability of Default Rating, Upgraded to B3-PD from Caa3-PD
Assignments:
Issuer: Great Western Petroleum, LLC
Senior Secured Regular Bond/Debenture, Assigned Caa2 (LGD5)
Outlook Actions:
Issuer: Great Western Petroleum, LLC
Outlook, Changed To Stable From Ratings Under Review
RATINGS RATIONALE
Great Western's B3 CFR reflects its significantly improved
liquidity profile and capital structure following completion of the
notes offering and preferred exchange. The company's credit profile
benefits from its low-cost acreage position in the DJ Basin that
supports healthy cash margins. Great Western's production is well
hedged through 2021, garnering attractive realized prices that
provide good support to liquidity. Reduced capital spending should
allow the company to generate significant free cash flow in 2021,
allowing for repayment of revolver borrowings.
Great Western's ratings are constrained by its modest size and
scale. The company also faces social risks related to Colorado's
efforts to limit oil and gas development, which are significant
given its single basin focus. Moody's regards the ongoing
regulatory uncertainty in Colorado a material factor in Great
Western's ratings as ESG considerations under the "Demographic and
Social Trends" category of Moody's Social Risks framework. To date,
Great Western has managed relationships with local and state
lawmakers and regulators constructively and been able to secure
necessary permits to lock in its drilling program for the next two
to three years. The Colorado Oil & Gas Conservation Commission's
January 2021 drilling setback increase to 2,000 feet from 500 feet
from most occupied structures, could impede the company's ability
to drill its undeveloped acreage, though there are numerous
exemptions and local overrides that may limit this potential
impediment.
Great Western's second lien notes are rated Caa2, two notches below
the company's B3 CFR, reflecting the large size of the senior
secured revolving credit facility and the notes' junior priority
claim on assets to borrowings under the revolver.
Moody's views Great Western's liquidity as adequate. The company's
revolving credit facility has a borrowing base of $485 million and
availability of $155 million following the close of the
transaction. The revolver expires in 2024 and is subject to a
minimum current ratio of 1x, and a maximum debt to EBITDAX ratio of
3.5x. Moody's expects the company will remain in compliance under
its financial covenants through early 2022. Moody's expects Great
Western to generate free cash flow in 2021 and deploy excess cash
to reduce revolver borrowings. Cash flow is supported by the
company's considerable commodity hedge position in 2021, with more
than 95% of its planned natural gas production hedged at an average
price of $2.58/mcf and almost 90% of its planned oil production at
an average price of $51.51 per barrel. Great Western has no debt
maturities until 2025.
The stable outlook reflects Moody's exception that Great Western
will generate free cash flow and reduce revolver outstandings while
maintaining adequate liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The rating could be upgraded if the company is able to grow
production to 70,000 boe/d while maintaining a three-year inventory
of drilling permits, RCF to debt greater than 40% and a Leveraged
Full-Cycle Ratio above 1.5x. Ratings could be downgraded if
Leveraged Full-Cycle Ratio falls below 1x or RCF to debt falls
toward 20%.
The principal methodology used in these ratings was Independent
Exploration and Production Industry published in May 2017.
Denver, CO-based Great Western Petroleum, LLC is a private,
independent exploration and production company operating
exclusively in the Wattenberg field of Colorado's DJ Basin.
GROW CAPITAL: Delays Filing of Form 10-Q for Period Ended Dec. 31
-----------------------------------------------------------------
Grow Capital, Inc. filed with the Securities and Exchange
Commission a Form 12b-25 notifying the delay in the filing of its
Quarterly Report on Form 10-Q for the period ended Dec. 31, 2020.
The Company said, "We are filing this extension in light of
significant review and accounting work required in connection with
common ownership issues identified upon the acquisition of Pera,
LLC ... and in order to provide more time for a final review of our
financial statements and the notes to those statements by our
independent registered public accounting firm."
During the quarter ended Sept. 30, 2020, the Company completed the
acquisition of a complementary operating business, Pera LLC, a
Nevada limited liability company, following which PERA became a
wholly owned subsidiary of the Company. Upon the acquisition of
PERA LLC, the Company identified certain common control entities,
the operations of which are required to be included in its
consolidated and combined quarterly financial statements from
acquisition date forward. At the time of the acquisition of PERA
LLC, the Company determined that Appreciation Financial LLC was the
primary beneficiary of PERA LLC, and further, the Company
determined that it has common ownership with Appreciation Financial
LLC, as well as related entity Appreciation Rewards LLC. Reported
operations for the three and six months ended Dec. 31, 2020 will
include operations of its wholly owned subsidiaries Bombshell
Technologies Inc. and The Resort at Lake Selmac, as well as the
results of operations by PERA LLC and its common control entities
for the period from acquisition (Aug. 19, 2020 through December,
2020). As a result, the Company expects its results of operations
to reflect substantially increased revenues and operating expenses,
which are not able to be specifically quantified as at the date of
this Notification of Late Filing.
About Grow Capital
Grow Capital (f/k/a Grown Condos, Inc.) --
http://www.growcapitalinc.com-- was a call center that contracted
out as a customer contact center for a variety of business clients
throughout the United States. Over time its main business became a
third-party verification service. While continuing to operate as a
call center, in 2008 the Company expanded its business plan to
include the development of a social networking site called
JabberMonkey (Jabbermonkey.com) and the development of a location
based social networking application for smart phones called
Fanatic Fans.
Grow Capital reported a net loss of $2.35 million for the year
ended June 30, 2020, compared to a net loss of $2.33 million for
the year ended June 30, 2019. As of Sept. 30, 2020, the Company
had $5.06 million in total assets, $14.25 million in total
liabilities, and a total stockholders' and members' deficit of
$9.19 million.
L J Soldinger Associates, LLC, in Deer Park, Illinois, the
Company's auditor since 2017, issued a "going concern"
qualification in its report dated Oct. 13, 2020, citing that the
Company's significant operating losses raise substantial doubt
about its ability to continue as a going concern.
GRUPO AEROMEXICO: Akin Gump Updates on Senior Noteholder Group
--------------------------------------------------------------
In the Chapter 11 cases of Grupo Aeromḗxico, S.A.B de C.V., et
al., pursuant to Rule 2019 of the Federal Rules of Bankruptcy
Procedure, the law firm of Akin Gump Strauss Hauer & Feld LLP
submitted an amended verified statement to disclose an updated list
of Ad Hoc Group of Senior Noteholders.
On July 8, 2020, the Ad Hoc Group engaged Akin Gump to represent it
in connection with the chapter 11 cases of Grupo Aeroméxico,
S.A.B. de C.V. and its affiliated debtors and debtors in
possession.
On Sept. 18, 2020, the Ad Hoc Group filed the Verified Statement
pursuant to Bankruptcy Rule 2019.
Akin Gump represents only the Ad Hoc Group. Akin Gump does not
represent the Ad Hoc Group as a "committee" and does not undertake
to represent the interests of, and is not a fiduciary for, any
creditor, party in interest or other entity that has not signed a
retention agreement with Akin Gump. In addition, the Ad Hoc Group
does not represent or purport to represent any other entities in
connection with the Debtors' chapter 11 cases.
As of Feb. 12, 2021, members of the Ad Hoc Group of Senior
Noteholders and their disclosable economic interests are:
Amundi Pioneer Asset Management, Inc.
60 State Street
Boston, Massachusetts 02109
* Senior Notes: $12,015,000.00
* Tranche 1: $14,166,666.67
* Tranche 2: $2,860,748.00
Amundi (UK) Limited
41 Lothbury
London, EC2R 7HF
United Kingdom
* Senior Notes: $28,650,000.00
Blue Bay Asset Management
77 Grosvenor Street
London, W1K 3JR
United Kingdom
* Senior Notes: $15,000,000.00
Cerberus South American Investments, LLC
875 Third Avenue, 10th Floor
New York, New York 10022
* Senior Notes: $5,700,000.00
Dirichlet Principal Partners
20 Eastbourne Terrace
London, W2 6LG
United Kingdom
* Senior Notes: $7,000,000.00
DSC Meridian Capital LP
888 Seventh Avenue
New York, New York 10106
* Senior Notes: $18,954,000.00
GML Capital Group
22 Percy Street
London, W1T 2BU
United Kingdom
* Senior Notes: $20,720,000.00
Investment Placement Group Inc.
350 10th Ave. Suite 1150
San Diego, CA 92101
* Senior Notes: $10,360,000.00
Macquarie Investment Management
100 Independence
610 Market Street
Philadelphia
Pennsylvania 19106-2354
* Senior Notes: $7,500,000.00
* Tranche 1: $8,700,000.00
* Tranche 2: $7,239,375.00
Moneda Asset Management
Av. Isidora Goyenechea 3621 8th Floor
Las Condes, Santiago de Chile
* Senior Notes: $30,140,000.00
* Tranche 1: $10,293,053.48
* Tranche 2: $39,479,375.00
Sandglass Capital Advisors LLC
1133 Broadway, Suite 1528
New York, New York 10010
* Senior Notes: $16,851,000.00
Stone Harbor Investment Partners
31 West 52nd Street
17th Floor
New York, New York 10019
* Senior Notes: $10,414,000.00
Teachers Advisors, LLC
730 Third Avenue
New York, New York 10017
* Senior Notes: $10,000,000.00
* Tranche 1: $4,000,000.00
* Tranche 2: $3,250,000.00
VR Global Partners, L.P.
300 Park Avenue
16th Floor
New York, New York 10022
* Senior Notes: $57,957,000.00
* Tranche 1: $12,840,279.85
* Tranche 2: $49,041,398.05
Counsel to the Ad Hoc Group of Senior Noteholders can be reached
at:
David H. Botter, Esq.
Lisa G. Beckerman, Esq.
Abid Qureshi, Esq.
AKIN GUMP STRAUSS HAUER & FELD LLP
One Bryant Park
New York, NY 10036
Tel: (212) 872-1000
Fax: (212) 872-1002
Email: dbotter@akingump.com
lbeckerman@akingump.com
aqureshi@akingump.com
A copy of the Rule 2019 filing is available at
https://bit.ly/3de0K1T at no extra charge.
About Grupo Aeromexico
Grupo Aeromexico, S.A.B. de C.V. -- https://www.aeromexico.com/ --
is a holding company whose subsidiaries are engaged in commercial
aviation in Mexico and the promotion of passenger loyalty
programs.
Aeromexico, Mexico's global airline, has its main hub at Terminal 2
at the Mexico City International Airport. Its destinations network
features the United States, Canada, Central America, South America,
Asia, and Europe.
Grupo Aeromexico and three of its subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 20-11563) on June 30,
2020. In the petitions signed by CFO Ricardo Javier Sanchez Baker,
the Debtors reported consolidated assets and liabilities of $1
billion to $10 billion.
Timothy Graulich, Esq., of Davis Polk and Wardell LLP, serves as
counsel to the Debtors.
GUY LA FERRERA'S: Seeks to Hire Eric Filkins as Accountant
----------------------------------------------------------
Guy La Ferrera's International Design III, Inc. seeks approval from
the U.S. Bankruptcy Court for the Southern District of Florida to
employ Eric Filkins, CPA, PA as its accountant.
The firm will prepare the Debtor's 2020 tax returns and year-end
GAAP audited financial reports pursuant to applicable Federal and
Florida law.
The firm will be paid based upon its normal and usual hourly
billing rates and will be reimbursed for out-of-pocket expenses
incurred.
Eric Filkins, a partner at Eric Filkins, CPA, disclosed in a court
filing that his firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Eric Filkins
Eric Filkins, CPA, PA
1700 South Dixie Highway, Suite 400
Boca Raton, FL 33432
Tel: (954) 834-0414
About Guy La Ferrera's International
Guy La Ferrera's International Design III, Inc. filed a Chapter 11
bankruptcy petition (Bankr. S.D. Fla. Case No. 20-23589) on Dec.
15, 2020, estimating under $1 million in both assets and
liabilities.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Shapiro Blasi Wasserman & Hermann, P.A. as its
legal counsel and Eric Filkins, CPA, PA as its accountant.
HERALD HOTEL: Taps Marcus & Millichap to Market NY Property Lease
-----------------------------------------------------------------
Herald Hotel Associates, L.P., received approval from the U.S.
Bankruptcy Court for the Southern District of New York to hire
Marcus & Millichap Real Estate Investment Services of New York.
The Debtor needs the firm's assistance to market for potential sale
or joint venture its leasehold interest in a real property in New
York or to seek financing in connection with the Debtor's
reorganization efforts.
The Debtor operates a hotel under the Hilton Curio flag located at
32nd St. and Broadway, N.Y. It is not the fee owner of the land on
which the hotel stands but is a party to a ground lease. The
Debtor has until Dec. 31 to determine whether to assume or reject
the lease.
Marcus & Millichap will use its own staff to market the lease
through its network of contacts and database. Additionally, the
firm will, among other things, vet any potential buyers, conduct
all property tours, and assist in price negotiations.
In the event that Marcus & Millichap procures a buyer for the sale
of the lease or a joint venture transaction concerning the lease,
and either transaction is approved by the court, the total
commission will be 3 percent of the gross sale price. This
commission will remain the same whether or not the firm cooperates
with a duly licensed third party broker.
In the event that the firm obtains a bankruptcy loan that is
approved by the court and closes, the firm will receive a 1.5
percent commission.
John Kreuger, vice president and regional manager of Marcus and
Millichap, disclosed in a court filing that his firm is
"disinterested" within the meaning of Section 101(14) of the
Bankruptcy Code.
Marcus and Millichap can be reached through:
John Kreuger
Marcus & Millichap Real Estate
Investment Services of New York
260 Madison Avenue, 5th Floor
New York, NY 10016
Direct: (212) 430-5157
Email: john.krueger@marcusmillichap.com
About Herald Hotel Associates
Herald Hotel Associates, L.P. filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
20-12266) on Sept. 22, 2020. Judge Shelley C. Chapman oversees the
case. Tarter Krinsky & Drogin LLP serves as the Debtor's
bankruptcy counsel.
HOME SWEET HOME: Seeks Court Approval to Hire DCC Accounting
------------------------------------------------------------
Home Sweet Home DD, Inc. seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to employ DCC Accounting
Services, Inc. as its accountant.
The firm will be paid at hourly rates ranging from $100 to $250 and
will be reimbursed for out-of-pocket expenses incurred.
Richard Colman, a partner at DCC Accounting Services, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Richard N. Colman
DCC Accounting Services, Inc.
2 Reservoir Circle, Suite 100
Baltimore, MD 21208
Tel (410) 486-8500
About Home Sweet Home DD
Home Sweet Home DD, Inc. sought protection for relief under Chapter
11 of the Bankruptcy Code (Bankr. D. Md. Case No. 21-10213) on Jan.
12, 2021, listing under $1 million in both assets and liabilities.
Judge David E. Rice oversees the case.
The Debtor tapped The Weiss Law Group, LLC and DCC Accounting
Services, Inc. as its legal counsel and accountant, respectively.
HOP-HEDZ INC: Has Until March 1 to File Plan & Disclosures
----------------------------------------------------------
Judge Caryl E. Delano of the U.S. Bankruptcy Court for the Middle
District of Florida, Tampa Division, has ordered that debtor
Hop-Hedz, Inc., must file a Plan and Disclosure Statement on or
before March 1, 2021.
A full-text copy of the order dated Feb. 9, 2021, is available at
https://bit.ly/3ubKHYz from PacerMonitor at no charge.
Debtor's Counsel:
W. Bart Meacham, Esq.
308 E. Plymouth St.
Tampa, FL 33603
Tel: 813-223-6334
E-mail: wbartmeacham@yahoo.com
About Hop-Hedz
Hop-Hedz, Inc. sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. M.D. Florida Case No. 20-09249) on Dec. 20, 2020. At
the time of the filing, the Debtor disclosed assets of between $1
million to $10 million and liabilities between $500,000 to $1
million. W. Bart Meacham, Esq. is the Debtor's counsel.
IDEANOMICS INC: Enters Into $80M Convertible Debenture Financing
----------------------------------------------------------------
Ideanomics, Inc. entered into a convertible debenture dated Feb. 8,
2021 with YA II PN, Ltd. with a principal amount of $80,000,000.
The Note has a fixed conversion price of $4.95. The Conversion
Price is not subject to adjustment except for subdivisions or
combinations of common stock. The Principal and the interest
payable under the Note will mature on Aug. 8, 2021, unless earlier
converted or redeemed by the Company. At any time before the
Maturity Date, the Investor may convert the Note at their option
into shares of Company common stock at a fixed conversion price of
$4.95. The Company has the right, but not the obligation, to
redeem a portion or all amounts outstanding under this Note prior
to the Maturity Date at a cash redemption price equal to the
Principal to be redeemed, plus accrued and unpaid interest, if any;
provided that the Company provides Investor with at least 15
business days' prior written notice of its desire to exercise an
Optional Redemption and the volume weighted average price of the
Company's common stock over the 10 Business Days' immediately prior
to such redemption notice is less than the Conversion Price. The
Investor may convert all or any part of the Note after receiving a
redemption notice, in which case the redemption amount shall be
reduced by the amount so converted. No public market currently
exists for the Note, and the Company does not intend to apply to
list the Note on any securities exchange or for quotation on any
inter-dealer quotation system. The Note contains customary events
of default, indemnification obligations of the Company and other
obligations and rights of the parties.
About Ideanomics
Ideanomics is a global company focused on the convergence of
financial services and industries experiencing technological
disruption. Its Mobile Energy Global (MEG) division is a service
provider which facilitates the adoption of electric vehicles by
commercial fleet operators through offering vehicle procurement,
finance and leasing, and energy management solutions under its
innovative sales to financing to charging (S2F2C) business model.
Ideanomics Capital is focused on disruptive fintech solutions and
services across the financial services industry. Together, MEG and
Ideanomics Capital provide their global customers and partners with
leading technologies and services designed to improve transparency,
efficiency, and accountability, and its shareholders with the
opportunity to participate in high-potential, growth industries.
The company is headquartered in New York, NY, with offices in
Beijing, Hangzhou, and Qingdao, and operations in the U.S., China,
Ukraine, and Malaysia.
Ideanomics reported a net loss of $96.83 million for the year ended
Dec. 31, 2019, compared to a net loss of $28.42 million for the
year ended Dec. 31, 2018. As of Sept. 30, 2020, the Company had
$138.46 million in total assets, $49.33 million in total
liabilities, $1.26 million in convertible redeemable preferred
stock, $7.37 million in redeemable non-controlling interest, and
$80.50 million in total equity.
B F Borgers CPA PC, in Lakewood, Colorado, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated March 16, 2020, citing that the Company incurred recurring
losses from operations, has net current liabilities and an
accumulated deficit that raise substantial doubt about its ability
to continue as a going concern.
INTEGRATED AG: Gets OK to Hire Burch & Cracchiolo as Legal Counsel
------------------------------------------------------------------
Integrated AG XI, LLC received approval from the U.S. Bankruptcy
Court for the District of Arizona to hire Burch & Cracchiolo, P.A.,
as its legal counsel.
The firm's services will include:
a. taking necessary actions to protect and preserve the
Debtor's estate, including the prosecution of actions on the
Debtor’s behalf, the defense of any actions commenced against
Debtor, the negotiation of disputes in which the Debtor is
involved, and the preparation of objections to claims filed
against the estate;
b. advising the Debtor regarding its powers and duties in the
continued operation of its business and management of its
property;
c. preparing legal papers;
d. appearing in court;
e. preparing and pursuing confirmation of a Chapter 11 plan
and approval of a disclosure statement; and
f. acting as general bankruptcy counsel for the Debtor and
performing all other necessary legal services in connection with
its Chapter 11 case; and
g. acting as general litigation counsel for the Debtor in
matters related to or arising under its bankruptcy case.
The firm's services will be provided mainly by Alan Meda, Esq., who
will be paid at the rate of $500 per hour. He will be assisted by
paralegals who will charge an hourly fee of $150.
Burch & Cracchiolo received an initial retainer in the amount of
$50,000.
Burch & Cracchiolo 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:
Alan A. Meda, Esq.
Burch & Cracchiolo, P.A.
1850 N. Central Ave., Suite 1700
Phoenix, AZ 85004
Tel: 602.274.7611
Email: ameda@bcattorneys.com
About Integrated AG XI
Scottsdale, Ariz.-based Integrated Ag XI, LLC filed a Chapter 11
petition (Bankr. D. Ariz. Case No. 21-00414) on Jan. 20, 2021. In
its petition, the Debtor disclosed $33,909,241 in assets and
$20,701,272 in liabilities. Bryan Hepler, authorized
representative, signed the petition. Burch & Cracchiolo, P.A.,
serves as the Debtor's bankruptcy counsel.
INTERNATIONAL WEALTH: Gets OK to Hire Platzer Swergold as Counsel
-----------------------------------------------------------------
International Wealth Tax Advisors, LLC, received approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Platzer, Swergold, Levine, Goldberg, Katz & Jaslow, LLP as its
legal counsel.
The firm's services will include:
a. Assisting the Debtor in the administration of its Chapter
11 case;
b. Representing the Debtor before the bankruptcy court and
advising the Debtor of pending litigation, hearings, motions and of
the decisions of the court;
c. Analyzing legal papers filed with the court by third
parties;
d. Attending court hearings and representing the Debtor at all
examinations;
e. Communicating with creditors;
f. Assisting the Debtor in preparing applications and orders
in support of positions taken by the Debtor as well as preparing
witnesses and reviewing documents in this regard;
g. Conferring with any accountants, brokers and consultants
retained by the Debtor or any other party;
h. Assisting the Debtor in its negotiations with creditors or
third parties concerning the terms of any proposed plan of
reorganization;
i. Preparing a plan of reorganization and disclosure
statement; and
j. Other necessary legal services.
The firm will be paid at these rates:
Henry Swergold $710 per hour
Clifford Katz $625 per hour
Teresa Sadutto-Carley $480 per hour
Paralegals $225 per hour
Platzer Swergold 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:
Henry G. Swergold, Esq.
Teresa Sadutto-Carley, Esq.
Platzer, Swergold, Levine, Goldberg,
Katz & Jaslow, LLP
475 Park Avenue South, 18th Floor
New York, N.Y. 10016
Tel: (212) 593-3000
Email: ckatz@platzerlaw.com
tsadutto@platzerlaw.com
About International Wealth Tax Advisors
Founded in 2015 and located on Madison Avenue in the heart of New
York City, International Wealth Tax Advisors -- https://iwtas.com/
-- provides highly personalized, secure and private global tax and
accounting and consulting to clients worldwide.
International Wealth Tax Advisors sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10041)
on Jan. 11, 2021. At the time of the filing, the Debtor estimated
assets of between $100,001 and $500,000 and liabilities of between
$1 million and $10 million.
Judge Shelley C. Chapman oversees the case.
The Debtor tapped Platzer, Swergold, Levine, Goldberg, Katz &
Jaslow, LLP as its counsel.
Yann Geron, Esq., is the Subchapter V Trustee appointed in the
Debtor's Chapter 11 case.
INTERNATIONAL WEALTH: Taps Wayne Greenwald as Conflicts Counsel
---------------------------------------------------------------
International Wealth Tax Advisors, LLC, seeks approval from the
U.S. Bankruptcy Court for the Southern District of New York to hire
Wayne Greenwald, P.C. as its conflicts counsel.
Wayne Greenwald will handle matters that are not appropriately
handled by its regular bankruptcy counsel, Platzer, Swergold,
Levine, Goldberg, Katz & Jaslow, LLP because of actual or potential
conflict of interest.
The firm will be paid at these rates:
Partners $600 per hour
Counsel $550 per hour
Associates $150 to $450 per hour
Clerks/Paraprofessionals $75 to $175 per hour
The firm was paid an initial retainer in the amount of $1,500.
Wayne Greenwald neither holds nor represents interests adverse to
the Debtor's bankruptcy estate, according to court papers filed by
the firm.
Wayne Greenwald can be reached through:
Wayne M. Greenwald, Esq.
Wayne Greenwald, P.C.
475 Park Avenue South, 18th Floor
New York, NY 10016
Phone: 212-983-1922 / 212-739-7599
Fax: (212) 983-1965
About International Wealth Tax Advisors
Founded in 2015 and located on Madison Avenue in the heart of New
York City, International Wealth Tax Advisors -- https://iwtas.com/
-- provides highly personalized, secure and private global tax and
accounting and consulting to clients worldwide.
International Wealth Tax Advisors sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 21-10041)
on Jan. 11, 2021. At the time of the filing, the Debtor estimated
assets of between $100,001 and $500,000 and liabilities of between
$1 million and $10 million.
Judge Shelley C. Chapman oversees the case.
The Debtor tapped Platzer, Swergold, Levine, Goldberg, Katz &
Jaslow, LLP as its counsel.
Yann Geron, Esq., is the Subchapter V Trustee appointed in the
Debtor's Chapter 11 case.
ION GEOPHYSICAL: Amends Restructuring Support Agreement
-------------------------------------------------------
ION Geophysical Corporation reported an amendment to the
Restructuring Support Agreement that, along with a separate support
agreement with Mr. James Lapeyre, reflects increasing bondholder
support to 92%, from 84% at the time of the initial announcement,
and includes finalized pricing terms. Based on the 20 trading day
VWAP since the initial announcement, the price to purchase new
shares of stock through the rights offering was set at $2.57 and
the conversion price of the new 8% Senior Secured Second Priority
Notes due 2025 was set at the high end of the collar at $3.00.
The Company also entered into a support agreement with the lender
of its credit facility, PNC Bank, which will permit the Company to
consummate and implement the bond restructuring transactions.
"We are pleased to have obtained the support of 92% of our
bondholders and PNC, and continue to make progress on our strategic
restructuring plan," said Chris Usher, ION's president and chief
executive officer. "The conversion price of the New Notes was set
at the high end of the collar, protecting shareholder equity. We
are on track to complete the transactions by the end of March,
which will improve the Company's platform positioning to continue
to execution of our refreshed strategy."
About ION
Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is
an innovative, asset light global technology company that delivers
powerful data-driven decision-making offerings to offshore energy,
ports and defense industries. The Company is entering a fourth
industrial revolution where technology is fundamentally changing
how decisions are made. The Company provides its services and
products through two business segments - E&P Technology & Services
and Operations Optimization.
ION Geophysical received a written notice from the New York Stock
Exchange on March 30, 2020, that the Company is not in compliance
with the continued listing standards set forth in Section 802.01B
of the NYSE Listed Company Manual. ION is considered below criteria
established by the NYSE for continued listing because its average
market capitalization has been less than $50 million over a
consecutive 30 trading-day period, and at the same time its last
reported stockholders' equity was below $50 million. The Company's
market capitalization was above $50 million prior to the
precipitous stock market decline that was triggered by the COVID-19
pandemic.
ION Geophysical reported a net loss of $37.11 million for the year
ended Dec. 31, 2020, compared to a net loss of $47.21 million for
the year ended Dec. 31, 2019. As of Dec. 31, 2020, the Company had
$193.59 million in total assets, $264.68 million in total
liabilities, and a total deficit of $71.09 million.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company
had outstanding $120.6 million aggregate principal amount of its
9.125% Senior Secured Second Priority Notes, which mature on Dec.
15, 2021. The Notes, classified as current liabilities, caused the
Company's current liabilities to exceed its current assets by
$150.9 million and its total liabilities exceeds its total assets
by $71.1 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
* * *
As reported by the TCR on March 2, 2020, S&P Global Ratings
affirmed the 'CCC+' issuer credit rating on ION Geophysical. The
rating agency revised the outlook to negative from stable. "Our
outlook revision to negative reflects the company's need to
refinance its second-lien notes due in December 2021 as capital
markets for oil and gas service companies remain challenging," S&P
said.
ION GEOPHYSICAL: Incurs $37.1 Million Net Loss in 2020
------------------------------------------------------
ION Geophysical Corporation filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$37.11 million on $122.67 million of total net revenues for the
year ended Dec. 31, 2020, compared to a net loss of $47.21 million
on $174.68 million of total net revenues for the year ended Dec.
31, 2019.
As of Dec. 31, 2020, the Company had $193.59 million in total
assets, $264.68 million in total liabilities, and a total deficit
of $71.09 million.
Houston, Texas-based Grant Thornton LLP, the Company's auditor
since 2014, issued a "going concern" qualification in its report
dated Feb. 11, 2021, citing that as of Dec. 31, 2020, the Company
had outstanding $120.6 million aggregate principal amount of its
9.125% Senior Secured Second Priority Notes, which mature on Dec.
15, 2021. The Notes, classified as current liabilities, caused the
Company's current liabilities to exceed its current assets by
$150.9 million and its total liabilities exceeds its total assets
by $71.1 million. These conditions, along with other matters, raise
substantial doubt about the Company's ability to continue as a
going concern.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/866609/000143774921002669/io20201231_10k.htm
About ION
Headquartered in Houston, Texas, ION -- http://www.iongeo.com-- is
an innovative, asset light global technology company that delivers
powerful data-driven decision-making offerings to offshore energy,
ports and defense industries. The Company is entering a fourth
industrial revolution where technology is fundamentally changing
how decisions are made. The Company provides its services and
products through two business segments - E&P Technology & Services
and Operations Optimization.
ION Geophysical received a written notice from the New York Stock
Exchange on March 30, 2020, that the Company is not in compliance
with the continued listing standards set forth in Section 802.01B
of the NYSE Listed Company Manual. ION is considered below criteria
established by the NYSE for continued listing because its average
market capitalization has been less than $50 million over a
consecutive 30 trading-day period, and at the same time its last
reported stockholders' equity was below $50 million. The Company's
market capitalization was above $50 million prior to the
precipitous stock market decline that was triggered by the COVID-19
pandemic.
* * *
As reported by the TCR on March 2, 2020, S&P Global Ratings
affirmed the 'CCC+' issuer credit rating on ION Geophysical. The
rating agency revised the outlook to negative from stable. "Our
outlook revision to negative reflects the company's need to
refinance its second-lien notes due in December 2021 as capital
markets for oil and gas service companies remain challenging," S&P
said.
IVANTI SOFTWARE: Moody's Affirms 'B3' CFR & Rates $440MM Loan 'B2'
------------------------------------------------------------------
Moody's Investors Service affirmed Ivanti Software, Inc.'s B3
Corporate Family Rating and B3-PD Probability of Default Rating.
Concurrently, Moody's affirmed the B2 ratings on the company's
first lien bank credit facilities, assigned a B2 rating to Ivanti's
incremental $440 million first lien term loan and affirmed the Caa2
rating on Ivanti's second lien term loan. The outlook remains
stable.
Net proceeds from the incremental issuance, along with $25 million
of new cash equity, will be used to fund Ivanti's acquisition of
Cherwell Software and add cash to the balance sheet. Cherwell, a
provider of IT service management and enterprise service management
software and related solutions, is expected to contribute
approximately $101 million of revenue and $23 million of run-rate
pro forma EBITDA to Ivanti. Cherwell's strong product offerings in
ITSM and ESM, in addition to its large existing customer base, will
enhance Ivanti's product portfolio and diversity.
Affirmations:
Issuer: Ivanti Software, Inc.
Corporate Family Rating, Affirmed B3
Probability of Default Rating, Affirmed B3-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD3)
Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa2
(LGD6)
Assignments:
Issuer: Ivanti Software, Inc.
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD3)
Outlook Actions:
Issuer: Ivanti Software, Inc.
Outlook, Remains Stable
RATINGS RATIONALE
Ivanti's B3 CFR reflects the company's very high leverage,
aggressive financial policies and significant execution risks
associated with the acquisition and integration of Cherwell,
MobileIron and Pulse Secure. Though weakly positioned in the B3
rating category, Ivanti benefits from its strong niche market
position in enterprise endpoint management, ITSM and security
software, high proportion of recurring revenues and very high
profitability. Ivanti's primary products face competition from much
larger companies including Microsoft Corporation, BMC Software,
International Business Machines Corporation, ServiceNow and
Broadcom Corporation (Symantec and CA), as well as numerous other
niche players.
Ivanti has faced challenges through the recession brought on by the
coronavirus outbreak, particularly in its service offerings. New
license sales have also declined in 2020 though this result was
expected as the company continues to grow its SaaS and subscription
offerings. While Ivanti's revenues have declined modestly in 2020,
Moody's expects that over the long term, the company has the
potential to grow in the low to mid-single digit percent range.
Based on preliminary results for December 31, 2020 and pro forma
for the acquisitions of Cherwell, MobileIron and Pulse Secure,
Moody's adjusted leverage was over 10x. When adjusting for certain
one-time expenses and actioned synergy items, leverage was
approximately 7.5x. If Ivanti achieves its sizable cost reductions
during the acquisition integrations and grows revenues in the
mid-single digit percent range, leverage could decline to below 7x
over the next 12-18 months. Moody's expects that Ivanti will
maintain positive annualized free cash flow to debt of
approximately 1-3% through 2022.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. Owned by private equity funds associated with TA
Associates and Clearlake Capital, Ivanti will likely maintain an
aggressive financial strategy, including potential debt funded M&A
activity and dividend payments.
The stable outlook reflects Ivanti's good liquidity and Moody's
expectation that over the next 12-18 months Ivanti will grow EBITDA
through a combination of cost reduction activities and organic
growth across the consolidated business such that leverage will
decline below 7x.
Ivanti's good liquidity is supported by expectations for a cash
balance of approximately $80 million at the close of the
transaction, an undrawn $175 million revolving credit facility and
modest but positive free cash flow over the next year.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if Ivanti is not on track to reduce
leverage below 7x over the next 12-18 months or if free cash flow
generation is expected to be negative on other than a temporary
basis. Ivanti's ratings could also be downgraded if the company
were to pursue another debt funded acquisition before completing
current acquisition integrations or generating free cash flow (GAAP
operating cash flow -- capex).
Though unlikely in the next 12-18 months, ratings could be upgraded
if Ivanti successfully integrates the acquisitions, demonstrates
consistent organic growth, and sustains Moody's adjusted leverage
below 6x while also generating cash flow of approximately 5% of
total gross debt.
Ivanti Software, Inc. is a provider of IT operations management
software and security software to global enterprise customers. The
company is headquartered in Utah and owned by funds affiliated with
private equity sponsors Clearlake Capital and TA Associates.
The principal methodology used in these ratings was Software
Industry published in August 2018.
J.C. PENNEY & NEIMAN MARCUS: Paid $100 Million in Bankruptcy Fees
-----------------------------------------------------------------
Mark Curriden and Makenna Brooks of The Texas Lawbook report that
together, Neiman Marcus and J.C. Penney has paid $100 million in
bankruptcy fees.
When Neiman Marcus filed for bankruptcy on May 7, 2020 it had
already paid its legal and financial advisors more than $15.8
million to prepare for the Chapter 11 declaration.
Eight days later, on May 15, 2020, JCPenney filed for Chapter 11
bankruptcy protection. The retailer had already paid its lawyers
and bankers $15.6 million before the filing.
By the time the two North Texas companies had their restructuring
plans approved by a federal judge in Houston -- Neiman Marcus in
September and JCPenney in December – they had paid the
professionals handling their bankruptcies more than $103 million --
a number that could jump to $115 million if the judge approves all
their requests for fees and bonuses.
To be clear, the extraordinary success of the lawyers and financial
advisors is without question. Their work helped wipe about $10
billion in debts for the two retailers off the books.
Neither Neiman Marcus General Counsel Tracey Preston nor JCPenney
General Counsel Brandy Treadway objected to the compensation
requests. Neither did the court-appointed trustees in either case.
Chief Bankruptcy Judge David Jones in Houston reviewed and approved
the payments to the firms.
The JCPenney and Neiman Marcus cases highlight two significant
points:
* Corporate bankruptcies are crazy expensive
* The law firms in Texas that have strong restructuring
practices almost certainly recorded record profits in 2020 – a
remarkable feat during a pandemic and recession.
Without a doubt, the biggest beneficiary is Kirkland & Ellis, a
Chicago-founded firm that opened its first office in Houston in
April 2014 and opened a Dallas office in 2018. Kirkland now has
more than 250 lawyers in its Texas offices and those lawyers
generated about $389 million in 2019.
Legal industry analysts predict Kirkland's Texas offices will
report significant increases in revenue and profits when The Texas
Lawbook 50 -- the top law 50 firms in Texas by revenue -- is
released in April.
Neiman Marcus paid Kirkland $22.6 million as its lead debtor's
counsel. JCPenney paid the law firm $24.1 million.
JCPenney paid Jackson Walker, which was co-counsel with Kirkland,
about $850,000. Neiman's paid JW about $500,000 for its work as
co-counsel.
Lawyers at Jackson Walker charged hourly rates ranging from $500 to
$800. Kirkland lawyers sport rates starting at $600 to $1,800 an
hour.
The financial advisors did very well, too:
JCPenney is paying Lazard Freres more than $15.6 million and FTI
Consulting more than $3.1 million Neiman Marcus paid Berkeley
Research $8.4 million and Lazard $15.6 million Five other law firms
also played significant roles and were well-compensated.
An independent group of JCPenney board members paid Katten Muchin
Rosenman $980,000 to represent its interests. Katten also was paid
$1.4 million for representing the debtor in possession in the
Neiman Marcus restructuring.
Neiman Marcus hired Willkie Farr to represent the "Disinterested
Managers" of Neiman Marcus to investigate possible conflicts. The
firm, which has a Houston office, was paid $7 million.
Cooley and Cole Schotz served as co-counsel to the committee of
unsecured creditors in the JCPenney case. Cooley was paid $2.9
million and $1.3 million went to Cole Schotz.
Cole Schotz also served as counsel to the unsecured creditors
committee in the Neiman Marcus bankruptcy and was paid $983,000.
Quinn Emanuel was paid $709,000 for representing the JCPenney
affiliated companies.
Pachulski Stang Ziehl & Jones was paid $4.5 million to serve as
legal advisors to the creditors committee in the Neiman Marcus
bankruptcy.
In an interesting twist, Los Angeles-based Pachulski Stang, which
bills itself as the largest bankruptcy boutique in the U.S., opened
a Houston office in January 2021 by stealing away five lawyers from
Cole Schotz, including partner Michael Warner.
About J.C. Penney Co. Inc.
J.C. Penney Company, Inc. -- http://www.jcpenney.com/-- is an
apparel and home retailer, offering merchandise from an extensive
portfolio of private, exclusive, and national brands at over 850
stores and online. It sells clothing for women, men, juniors, kids,
and babies.
On May 15, 2020, J.C. Penney announced that it has entered into a
restructuring support agreement with lenders holding 70% of its
first lien debt. The RSA contemplates agreed-upon terms for a
pre-arranged financial restructuring plan that is expected to
reduce several billion dollars of indebtedness.
To implement the plan, J.C. Penney and its affiliates on May 15,
2020, filed voluntary petitions for reorganization under Chapter 11
of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Lead Case No.
20-20182). At the time of the filing, J.C. Penney disclosed assets
of between $1 billion and $10 billion and liabilities of the same
range.
Judge David R. Jones oversees the cases.
The Debtors have tapped Kirkland & Ellis and Jackson Walker, LLP as
legal counsel; Katten Muchin Rosenman, LLP as special counsel;
Lazard Freres & Co. LLC as investment banker; AlixPartners, LLP as
restructuring advisor; and KPMG, LLP as tax consultant. Prime Clerk
is the claims agent, maintaining the page
http://cases.primeclerk.com/JCPenney
A committee of unsecured creditors has been appointed in Debtors'
Chapter 11 cases. The committee is represented by Cole Schotz,
P.C., and Cooley, LLP.
* * *
J.C. Penney in November 2020 won approval to sell substantially all
of its retail and operating assets ("OpCo") to a group formed by
landlords Brookfield Asset Management, Inc. and Simon Property
Group and senior lenders through a combination of cash and new term
loan debt.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal
counsel and BRG Capital Advisors, LLC is serving as financial
adviser to Simon and Brookfield.
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.
JAGUAR DISTRIBUTION: Seeks Court Approval to Hire Tax Accountant
----------------------------------------------------------------
Jaguar Distribution Corp. seeks approval from the U.S. Bankruptcy
Court for the Central District of California to employ Greg Seigel,
an accountant practicing in Tarzana, Calif.
Mr. Seigel's services will include the preparation and filing of
the Debtor's 2020 federal and state tax returns.
The accountant will be paid at the rate of $350 per hour and will
be reimbursed for out-of-pocket expenses incurred. The rates
charged by his staff range from $75 to $125 per hour.
Mr. Seigel disclosed in a court filing that he is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
Mr. Seigel can be reached at:
Greg M. Seigel CPA, CFP
18321 Ventura Blvd. Suite 915
Tarzana, CA 91356
Tel: (818) 385-0284
Fax: (818) 385-0286
About Jaguar Distribution Corp.
Established in 1982, Jaguar Distribution Corp. --
http://www.jaguardc.com-- is a distributor of independent films to
the worldwide in-flight marketplace.
Jaguar Distribution sought protection under Chapter 11 of the
Bankruptcy Code (Bankr. C.D. Calif. Case No. 20-11358) on July 31,
2020. In its petition, the Debtor disclosed total assets of
$1,768,195 and total liabilities of $9,018,419. James Wong, chief
restructuring officer, signed the petition.
Judge Martin R. Barash oversees the case.
Danning, Gill, Israel & Krasnoff, LLP and Greg Seigel, CPA serve as
the Debtor's legal counsel and accountant, respectively.
The U.S. Trustee for Region 16 appointed an official committee of
unsecured creditors on Aug. 21, 2020. The committee is represented
by SulmeyerKupetz, A Professional Corporation.
JB HOLDINGS: Seeks to Hire McCarthy Summers as Special Counsel
--------------------------------------------------------------
JB Holdings of Hobe Sound, LLC seeks approval from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
McCarthy Summers Wood Norman Melby & Scultz, P.A. as its special
counsel.
The firm will assist the Debtor in the titling and closing of two
option contracts to purchase of real properties located at 9968 SE
Cottage Lane and 9969 SE Cottage Lane, Hobe Sound, Fla.
McCarthy Summers will be paid at these rates:
Attorneys $250 to $450 per hour
Paralegals $125 to $150 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Terence McCarthy, Esq., a partner at McCarthy Summers, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Terence McCarthy, Esq.
McCarthy Summers Wood
Norman Melby & Scultz, P.A.
2400 SE Federal Highway, 4th Floor
Stuart, FL 34994
Tel: (772) 286-1700
Email: tpm@mccarthysummers.com
About JB Holdings of Hobe Sound
JB Holdings of Hobe Sound, LLC owns 4.88 acres of unimproved real
estate worth $1.5 million in Hobe Sound, Fla.
JB Holdings of Hobe Sound filed a Chapter 11 petition (Bankr. S.D.
Fla. Case No. 20-24182) on Dec. 31, 2020. In its petition, the
Debtor disclosed $1,510,000 in assets and $504,526 in liabilities.
John Doyle, manager, signed the petition.
Judge Mindy A. Mora oversees the case.
The Debtor tapped Kelley, Fulton & Kaplan, P.L. as its bankruptcy
counsel and McCarthy Summers Wood Norman Melby & Scultz, P.A. as
its special counsel.
JOURNEY PERSONAL: Moody's Assigns B2 CFR & Rates $620M Term Loan B2
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating and
B2-PD Probability of Default Rating to Journey Personal Care Corp.
Concurrently, Moody's assigned a B2 rating to the company's
proposed $620 million first lien term loan. The company will also
benefit from a proposed $125 million asset-based revolver (not
rated) that Moody's expects will be undrawn at close. Net proceeds
from the proposed term loan, in addition to $330 million of equity
provided by American Industrial Partners and other investors will
be used to complete the acquisition of Journey Personal Care from
Domtar Corporation and pay fees and expenses. The rating outlook is
stable.
The following ratings/assessments are affected by the action:
New Assignments:
Issuer: Journey Personal Care Corp.
Corporate Family Rating, Assigned B2
Probability of Default Rating, Assigned B2-PD
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4)
Outlook Actions:
Issuer: Journey Personal Care Corp.
Outlook, Assigned Stable
RATINGS RATIONALE
Journey's B2 CFR reflects its relatively modest scale compared to
its larger and more diversified competitors, limited operating
history at current sales levels, high customer concentration and
relatively high financial leverage. Pro forma financial leverage is
relatively high with debt-to-EBITDA at 4.6x for the latest twelve
months ending of September 2020. Moody's projects that Journey's
debt-to-EBITDA will decline to roughly 4.0x over the next 12 to 18
months as it continues to grow and penetrate additional
distribution channels at retail. Deleveraging will be through a
combination of earnings growth and debt repayment. Nonetheless, the
company faces high execution risk as it focuses on growing its
relationships with its retail brand partners. Distribution losses
for the company's private label brand retail customers and cost
increases led to significant earnings deterioration in 2017 and
2018. That said the company's branded products, a majority of which
are sold in its healthcare segments, provide some stability to
earnings and cash flow. Journey's strategy will primarily focus on
increasing penetration in the adult incontinence category. Other
risks include successfully managing the company through an
intensely competitive operating environment and event risk under
financial sponsor ownership. Customer concentration with large
retailers is high and pricing pressure, volume losses, or other
actions necessary to support retailers can weaken cash flow.
Moody's expects Journey's rate of growth to slow when the new
business wins annualize. The ratings are supported by Journey's
solid industry fundamentals in adult incontinence due to strong
growth in the target population, projected ability to generate free
cash flow, good liquidity and Moody's belief that continued
distribution gains and product development will support the
company's operating performance over the next 12 to 18 months.
In terms of Environmental, Social and Governance (ESG)
considerations, the most important factor for Journey's ratings are
governance considerations related to its financial policies.
Moody's views Journey's financial policies as aggressive given the
use of high leverage and expected appetite for debt financed
acquisitions. Social considerations also impact Journey in its
adult incontinence category given positive demographic trends from
growth in the target population. The stigma associated with product
usage is a potential negative if it hurts product demand and
prevents consumers for addressing a health issue. If incontinence
is not managed well, the consumer could potentially experience
feelings of rejection, social isolation, dependency, loss of
control and may also develop problems with body image.
The coronavirus outbreak, the government measures put in place to
contain it, and the weak global economic outlook continue to
disrupt economies and credit markets across sectors and regions.
Moody's analysis has considered the effect on the performance of
consumer sectors from the current weak U.S. economic activity and a
gradual recovery for the coming months. Although an economic
recovery is underway, it is tenuous, and its continuation will be
closely tied to containment of the virus. As a result, the degree
of uncertainty around our forecasts is unusually high. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that Journey will
continue to operate at a relatively small scale compared to other
larger consumer products issuers and have high customer
concentration, but will continue to post stable revenue growth and
good free cash flow. The stable outlook also reflects Moody's
belief for solid demand for the company's adult incontinence
products given favorable industry fundamentals.
The ratings could be downgraded if Journey's revenue and EBITDA
deteriorate as a result of declining market share, retail
distribution losses or pricing declines. Debt funded acquisitions
or shareholder distributions or a deterioration in liquidity could
also contribute to a downgrade. Sustained debt to EBITDA leverage
above 5.5x and EBITA to interest below 2.0x could also prompt a
downgrade.
An upgrade would require that the company improve its product and
geographic diversity and reduce its high customer concentration. An
upgrade would also require Journey to demonstrate a longer-term
track record of profitable growth. Journey would also need to
maintain debt-to-EBITDA leverage below 3.75x times to support an
upgrade.
The proposed first lien credit agreement contains provisions for
incremental debt capacity up to the greater of $130 million and
100% of consolidated pro forma trailing four quarter consolidated
EBITDA, plus certain additional amounts, plus unlimited first lien
debt subject to a pro forma first lien net leverage requirement not
to exceed 4.6x (or no worse than the existing first lien net
leverage ratio if the incremental term facility is used to finance
a permitted acquisition or other permitted investment). The
incremental facilities will be used for working capital, capital
expenditures and other general corporate purposes (including
permitted acquisitions and payment of permitted dividends) of
Journey Personal Care Holdings Ltd and its restricted subsidiaries.
Subject to certain exceptions, the incremental debt that is a
separate tranche cannot be incurred with an earlier maturity date
or an earlier weighted average maturity than the remaining weighted
life to maturity of the initial Term Loan. The credit agreement
also permits the designation of unrestricted subsidiaries and the
limitations and baskets in the negative covenants. The credit
agreement requires 100% of net asset sale proceeds (with step-downs
to 50% and 0% at specified leverage levels) to be used to repay the
credit facility, if not reinvested within 18 months (or 24 months
in the event a letter of intent or commitment letter is entered
into within such 18-month period), with no reinvestment
requirement. The above are proposed terms and the final terms of
the credit agreement can be materially different.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
Journey Personal Care Corp. is a manufacturer and distributor of
personal care products. The company develops, markets, and
distributes adult incontinence and diaper products throughout the
US and Europe. Journey generates nearly $1.0 billion in annual
revenue and will be owned by private equity firm American
Industrial Partners following the proposed purchase from
Corporation.
KINTARA THERAPEUTICS: Incurs $5.4 Million Net Loss in 2nd Quarter
-----------------------------------------------------------------
Kintara Therapeutics, Inc. filed with the Securities and Exchange
Commission its Quarterly Report on Form 10-Q disclosing a net loss
of $5.41 million for the three months ended Dec. 31, 2020, compared
to a net loss of $1.74 million for the three months ended Dec. 31,
2019.
Kintara Therapeutics disclosed a net loss of $24.93 million for the
six months ended Dec. 31, 2020, compared to a net loss of $3.35
million for the six months ended Dec. 31, 2019. The increased loss
for the six months ended December 31, 2020 compared to the six
months ended December 31, 2019 was largely due to the recognition
of $16.1 million of non-cash expenses related to the acquisition of
in-process research and development costs associated with the
Adgero transaction.
As of Dec. 31, 2020, the Company had $20.49 million in total
assets, $2.90 million in total liabilities, and $17.58 million in
total stockholders' equity.
At Dec. 31, 2020, the Company had cash and cash equivalents of
approximately $17.2 million. The cash and cash equivalents at Dec.
31, 2020, along with the proceeds from warrant exercises received
subsequent to Dec. 31, 2020, are expected to be sufficient to fund
the Company's planned operations into the fourth quarter of
calendar year 2021.
The Company had an accumulated deficit of $97.8 million and had
cash and cash equivalents of $17.2 million as of Dec. 31, 2020.
The Company is in the clinical stage and has not generated any
revenues to-date. The Company said it does not have the prospect
of achieving revenues until such time that its product candidates
are commercialized, or partnered, which may not ever occur. In the
near future, the Company will require additional funding to
maintain its clinical trials, research and development projects,
and for general operations. These circumstances indicate
substantial doubt exists about the Company's ability to continue as
a going concern within one year from the date of filing of these
condensed consolidated interim financial statements.
"The second quarter of fiscal year 2021 proved to be an important
period of progress, as we continued to advance to the latter stages
of clinical development for VAL-083, our first-in-class
small-molecule chemotherapeutic, and REM-001, our photodynamic
therapy platform that is maintaining development pace in its
confirmatory cutaneous metastatic breast cancer study," commented
Saiid Zarrabian, Kintara's president and chief executive officer.
"Certainly, receiving approval from the FDA and GCAR to participate
in the GBM AGILE study was a major milestone for the Company, as
this is a registrational trial whereby VAL-083 is being evaluated
in all three GBM patient subtypes."
A full-text copy of the Form 10-Q is available for free at:
https://www.sec.gov/Archives/edgar/data/1498382/000156459021005642/ktra-10q_20201231.htm
About Kintara
Located in San Diego, California, Kintara (formerly DelMar
Pharmaceuticals) is dedicated to the development of novel cancer
therapies for patients with unmet medical needs. Kintara is
developing two late-stage, Phase 3-ready therapeutics for clear
unmet medical needs with reduced risk development programs. The
two programs are VAL-083 for GBM and REM-001 for CMBC.
Kintara reported a net loss of $9.13 million for the year ended
June 30, 2020, compared to a net loss of $8.05 million for the year
ended June 30, 2019.
LD HOLDINGS: S&P Ups ICR to 'B+' on Reduced Financial Sponsorship
-----------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on LD Holdings
Group LLC (LD) and its subsidiaries to 'B+' from 'B'. The outlook
is stable.
At the same time, S&P also raised the debt rating on LD's $500
million senior unsecured notes due 2025 to 'B' from 'B-'. Its
recovery rating of '5' remains unchanged, indicating our
expectation of a modest recovery (15%) in a simulated default
scenario.
The upgrade reflects LD's reduced financial sponsorship of
Parthenon following loanDepot Inc.'s IPO, strong profitability from
originations, and debt to tangible equity well below 1.0x.
Following the offering, CEO Anthony Hsieh will retain 61% voting
power, entities affiliated with Parthenon will have 38.6% voting
power, and the holders of Class A common stock will own the
difference.
The rating action also considers the company's existing market
position and adequate liquidity to meet the potential forbearance
requests. S&P rates the company's unsecured debt 'B', one notch
below the issuer credit rating because a meaningful portion of LD's
mortgage servicing rights (MSR) assets are pledged as collateral to
its secured credit facilities.
For 2020, LD's origination volume spiked to $100.8 billion from
$45.2 billion in 2019, an increase of 123%. S&P said, "Of the total
originations, we expect about 70%, or $70 billion, is attributable
to consumers refinancing their mortgages. In our opinion, LD's
proportion of refinancing is above industry averages, which exposes
it to volatility associated with market cycles. However, homeowners
also refinance for noncyclical reasons, such as life events or the
desire to borrow against home equity. For 2020, we expect LD to
report EBITDA of around $2.0 billion versus $145 million in 2019.
We expect LD will have another strong year in 2021, even we expect
origination volume to decline and gain-on-sale margins to compress
industrywide."
S&P said, "Notwithstanding the strong origination year, we remain
cautious about the firm's earnings volatility and track record
compared to peers. Over the longer term, we expect debt to EBTIDA
to normalize below 4x as interest rates rise and origination
volumes subside.
"For year-end 2020, we expect LD's servicing book unpaid principal
balance (UPB) will grow to $85 billion to $100 billion ($77 billion
as of Sept. 30, 2020) from $36 billion at year-end 2019. We take a
positive view that the company seeks to effectively hedge its
interest rate exposure on its MSR assets, which mitigates
mark-to-market valuation adjustments. MSRs are a Level 3 asset
whose economic value and life can change substantially based on
interest rates and prepayment speed assumptions.
"The stable outlook reflects our expectation that over the next 12
months LD will operate debt to tangible equity below 1.0x and debt
to EBITDA below 4.0x. Our outlook also considers LD's market
position and its liquidity to meet potential forbearance requests.
"We could lower the ratings over the next 12 months if we expect
debt to tangible equity to rise above 1.0x or debt to EBITDA above
4.0x on a sustained basis. We believe this would most likely be
caused by shareholder distributions, debt-funded initiatives, or
unexpected losses.
"An upgrade is unlikely in the next 12 months. Over the longer
term, we could raise the ratings if LD is able to materially
decrease its earnings volatility such that debt to EBITDA is
sustained well below 3.0x and debt to tangible equity remains well
below 1.0x."
LEWISBERRY PARTNERS: Seeks Cash Collateral Access
-------------------------------------------------
Lewisberry Partnership, LLC asks the U.S. Bankruptcy Court for the
Eastern District of Pennsylvania for, among other things, authority
to use cash collateral on an interim basis and to provide adequate
protection to parties that may assert an interest in the cash
collateral.
The Debtor says it has a critical need to use its cash and rents in
order to continue operations, pay for liability and hazard
insurance, utilities, building maintenance and repair, professional
fees, United States Trustee Quarterly Fees, and meet other ongoing
obligations.
In 2019, the Debtor acquired 30 improved townhomes located in
Lewisberry, Pennsylvania, in the community commonly known as
Glenbrook Townhomes at Pleasant View. In connection with the
acquisition of the Properties, on June 26, 2019, the Debtor
borrowed funds from Loan Funder in the original principal amount of
$8,025,000.
In addition to the Lewisberry Mortgage and as additional security
for the Debtor's obligation to Loan Funder, on June 26, 2019,
Richard and Lorraine Puleo, members of the Debtor, granted to Loan
Funder a first priority mortgage on 20 improved townhomes in
Glenbrook, but owned solely in the name of the Puleos.
As of the Petition Date, Loan Funder asserted a secured claim
against the Debtor in the approximate amount of $8,600,000.
Without consulting with or obtaining the consent of the Debtor,
Loan Funder has turned over servicing of the Loan Documents to Fay
Servicing LLC, which has repeatedly and intentionally interfered
with the operations and contracts of the Debtor in violation of the
Loan Documents by, inter alia, attempting to charge artificially
high release prices to the sale of certain of the Properties,
thereby preventing the closing on the sale of certain of the
Properties and repeatedly demanding documents that have already
been provided to Loan Funder and otherwise breaching its duty of
good faith and fair dealing and committing acts of lender
liability. This forced the Debtor to seek bankruptcy protection.
In late March 2020, the Debtor expressed concerns to Fay about
diminishing rents resulting from the the rapidly developing global
pandemic and the economic and logistical havoc it was beginning to
reek on the Debtor's business, and requested a deferral of monthly
mortgage payments.
After what seemed like an interminable delay and near constant
followup from the Debtor, Fay eventually consented to accept
reduced payments in June 2020 and reevaluate the situation after
things stabilized. Since that time, the Debtor has made, and Fay
has accepted, reduced payments from the Debtor, all the while Fay
insisted it was working toward restructuring the loan to meet the
Debtor's financial needs.
The Debtor proposes to provide adequate protection to Loan
Funder/Fay in the form of a first lien upon and security interest
in all of the Debtor's now existing and hereafter acquired rents.
A copy of the Motion is available at https://bit.ly/3pmDktA from
PacerMonitor.com.
About Lewisberry Partners, LLC
Lewisberry Partners, LLC is primarily engaged in renting and
leasing real estate properties. It sought protection under Chapter
11 of the U.S. Bankruptcy Code (Bankr. E.D. Pa. Case No. 21-10327)
on February 9, 2021. In the petition signed by Richard J. Puleo,
managing member, the Debtor disclosed up to $10 million in both
assets and liabilities.
Judge Eric L. Frank oversees the case.
Edmond M. George, Esq. at OBERMAYER REBMANN MAXWELL & HIPPEL LLP is
the Debtor's counsel.
LIGHTHOUSE RESOURCES: Execs Got Big Bonuses Before Filing
---------------------------------------------------------
Camille Erickson of Casper Star-Tribune via Wyoming News Exchange
reports that the executives of a bankrupt coal firm, Lighthouse
Resources, received more than half a million dollars in bonus
payments in the year leading up to the company's bankruptcy filing,
court documents reveal.
Lighthouse Resources paid 11 "insiders" within the company and its
subsidiaries a total of $3.3 million, including at least $702,500
in bonuses, in the 12 months before filing for bankruptcy.
These insiders included a president, chief operating officer,
treasurer, general manager, two secretaries and four directors.
The company also reported $2.5 million in "payments related to
bankruptcy" made during that same period, according to the
company's financial statements.
This comes as the insolvent company asked a federal bankruptcy
court last month to reject a $2.7 million pension plan for coal
miners, asserting the company needs to cut costs to be able to
afford cleanup at its mining site in Montana. Maintaining the
pension program would require the company to make annual
contributions of about $85,000, according to the company.
The coal firm forecasts cleanup costs at the Decker mine to total
as much as $95 million. Exiting the union contract would also save
the firm about $200,000 each year by allowing the employer to limit
overtime, reduce paid holidays, increase employee contributions to
health care plans and contract work out, according to company
attorneys.
Lighthouse Resources asked the U.S. Bankruptcy Court for the
District of Delaware on Jan. 20, 2021 for approval to reject the
collective bargaining agreement struck with the union in 2012. The
company maintained that eliminating the $2.7 million in pension
liabilities is the only way to save enough money to complete
reclamation, or cleanup, at the mine site.
The United Mine Workers of America requested that the court block
the coal company's request to exit its union contract.
Lighthouse Resources submitted a tentative collective bargaining
agreement to the court on Monday, Feb. 15, 2021, but it had yet to
be approved as of Friday, February 12, 2021.
Clark Williams-Derry, an energy analyst at the Institute for Energy
Economics and Financial Analysis, called the bankrupt company's
claim it needed to reject workers' benefit to save money for future
cleanup bills "disingenuous."
"When Lighthouse says we can't pay for miners' retirement because
we have to pay for cleanup, it really sets up a false dynamic of
the environment versus workers," Williams-Derry said. "It hides the
fact that company executives and insiders have given themselves
golden parachutes and paid themselves generous salaries, bonuses
and retirement contributions, when they don’t give those same
financial benefits to their workers."
In addition to paying its executives significant bonuses in the
months before the bankruptcy, Lighthouse Resources also asked for
court approval to pay five "senior employees" as much as $644,546
in bonuses as part of an incentive program to maintain personnel
during the bankruptcy process.
The company will distribute a mere $19,997 in reimbursements and
bonuses to 21 union workers at the Decker mine to stay on with the
company during the bankruptcy.
The Decker mine, located in Montana's Big Horn County just north of
Wyoming's border, ceased mining for coal in January. A majority of
the mine's workers live in northern Wyoming.
Upon filing for bankruptcy on Dec. 3, 2020, the company laid off 76
workers at the Decker mine. That left 28 active union employees and
nine furloughed union employees. An additional 18 non-union
employees held manager or administrative positions.
But by Jan. 22, 2021, the company had stopped mining for coal and
kept on only four union workers at the facility, according to court
documents and confirmed by Montana's Department of Environmental
Quality.
It became the first coal mine in modern history to close down in
the Powder River Basin, the nation's epicenter for coal
production.
When Lighthouse Resources filed for Chapter 11 bankruptcy at the
end of 2020, it did so with over $256 million in secured debt.
According to court filings, Lighthouse Resources owes Big Horn
County in Montana over $6.9 million, the Montana Department of
Revenue more than $4.4 million and the U.S. Department of Natural
Resources Revenue about $3.3 million, in addition to hundreds of
creditors.
About Lighthouse Resources
Lighthouse Resources Inc. is an owner and operates two coal mines
located in Wyoming and Montana, delivering low sulfur,
subbituminous coal to both domestic and export customers. It also
owns and operates the Millennium Bulk Terminal in Longview,
Washington. The Company is widely recognized for its extraordinary
performance in both safety and environmental stewardship. Its
flagship project is the development of a trade route for coal from
the Rocky Mountain region of the United States to demand centers in
Asia.
Utah-based Lighthouse Resources and 13 subsidiaries, including
Decker Coal Company, filed for Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 20-13056) on Dec. 3, 2020.
Lighthouse Resources was estimated to have $100 million to $500
million in assets and liabilities as of the filing.
The Debtors tapped JACKSON KELLY PLLC as general bankruptcy counsel
and BDO USA LLP as restructuring advisor. POTTER ANDERSON & CORROON
LLP is the local bankruptcy counsel. LANG LASALLE AMERICAS, INC.,
is the marketer and seller of assets related to the dock facility
owned by Millennium Bulk Terminals-Longview, LLC. ENERGY VENTURES
ANALYSIS is the marketer and seller of Debtors' coal mining assets.
STRETTO is the claims agent.
LONESTAR II GENERATION: Moody's Cuts Secured Debt Rating to B1
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings assigned to
Lonestar II Generation Holdings LLC's senior secured debt to B1
from Ba3. The affected debt includes the $310 million ($306.4
million outstanding) gtd senior secured term loan B due 2026, the
$37.2 million gtd senior secured term loan C due 2026 and the $20
million gtd revolving credit facility due 2024. Moody's has also
changed the outlook to negative from stable.
RATINGS RATIONALE
The downgrade of the senior secured ratings to B1 was prompted by
weak financial performance in the first nine months of 2020 as a
result of muted Electric Reliability Council of Texas (ERCOT)
market prices as well as Moody's expectation of reduced future
excess cash flow generation owing to lower ERCOT forward power
prices and the potential for a higher future reserve margins of
15.5% in 2021 and up to 20-25% in 2022-2025.
Lonestar's operating revenue, and thus its ability to service its
debt over the long-term, is highly reliant on on-peak and scarcity
pricing during summer months when it generates the majority of its
energy margin.
However, based on the current forward curve of ERCOT power prices
and the expectation of higher future reserve margins, Moody's has
lowered its previous expectation for Lonestar's financial metrics
and debt reduction. Moody's now expects a DSCR on average of at
least 1.5x, CFO/debt of around 5% and around 65% of the term loan B
outstanding at maturity.
The outstanding term loans B and C are not subjected to a
maintenance financial covenant. However, Moody's expectation of
lower excess cash flow generation over the term of the debt will
increase refinancing risk at maturity of the term loan.
As of September 30, 2020, around $344 million of debt remained
outstanding and no excess cash flow generation has been applied to
debt reduction in 2020. Financial metrics for the last twelve
months period ending September 30, 2020 were very weak with
adjusted debt/EBITDA of 6.7xand cash flow from operations
(CFO)/debt of 0.6%.
Management has entered into hedges that protect around 60-70% of
Lonestar's gross margin in 2021. Moody's expects that Lonestar II
will enter into additional hedges for 2022 in the next few months.
The liquidity profile is adequate. Lonestar II benefits from access
to a $20 million 5-year revolving credit facility and a 7-year
$37.2 million term loan C. Unrestricted cash on balance sheet is
currently around $10 million, as of February 2021.
Other rating factors considered include (1) the good quality of the
three assets with a solid operating track record; (2) the track
record of Blackstone and Kindle Energy LLC in managing and
operating the portfolio; (3) environmental risks associated with
the Twin Oaks coal plant and an adjacent coal mine, albeit Lonestar
is in compliance with all environmental regulations; and (4)
typical project finance features but no financial covenant
applicable to the term loan.
STRUCTURAL FEATURES
As of September 30, 2020, Lonestar II had around $344 million in
total debt outstanding including the Term Loan C.
Lenders benefit from a first lien pledge on all material assets
(including the coal mine), a 6-month debt service reserve fund, and
a 100% cash flow sweep with no step downs. The term loan B and C do
not include a maintenance financial covenant but the $20 million
5-year revolving credit facility includes a springing 1.05x DSCR
financial maintenance covenant if cash borrowings exceed 35% of the
total revolving credit facility.
RATING OUTLOOK
The negative outlook reflects the limited visibility for
substantial excess cash flow generation that could lead to
meaningful debt reduction over the next 12-18 months.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
FACTORS THAT COULD LEAD TO AN UPGRADE
DSCR above 2.0x
CFO/debt of at least 10%
Hedging strategy supports financial metrics and excess cash flow
generation that is applied to debt reduction with adjusted
debt/EBITDA below 5.0x
FACTORS THAT COULD LEAD TO A DOWNGRADE
DSCR below 1.5x
CFO/debt below 5%
Major operational issues at any of the three assets
No visibility for debt reduction from excess cash flow generation
PROFILE
Lonestar II Generation Holdings LLC owns a portfolio of three
generating assets in Electric Reliability Council of Texas (ERCOT)
with a combined capacity of 1,108 megawatts (MW).
The principal methodology used in these ratings was Power
Generation Projects Methodology published in July 2020.
LRGHEALTHCARE: Public Hearing on Sale to Concord Set for Feb. 23
----------------------------------------------------------------
The Associated Press reports that a public hearing on the proposed
acquisition of a New Hampshire health care organization has been
scheduled.
Lakes Region General Hospital, LRGHealthcare, which has filed for
Chapter 11 bankruptcy protection, has received an offer from
Concord Hospital to potentially acquire hospital assets. Concord
Hospital also could acquire Franklin Regional Hospital and all
other outpatient care locations under LRGHealthcare.
The public hearing will be held remotely via Zoom on Tuesday, Feb.
23, 2021 from 4 p.m. to 6 p.m.
The public may register for the hearing online and may submit
questions or comments in advance of the hearing and during the
hearing through the site.
Comments regarding the proposed transaction may also be submitted
to the Director of Charitable Trusts on or before March 5. 2021.
About LRGHealthcare
LRGHealthcare -- http://www.lrgh.org/-- is a not-for-profit
healthcare charitable trust operating Lakes Region General
Hospital, Franklin Regional Hospital, and numerous other affiliated
medical practices and service programs.
LRGH is a community-based acute care facility with a licensed bed
capacity of 137 beds, and FRH is a 25-bed critical access hospital
with an additional 10-bed inpatient psychiatric unit. In 2002,
Lakes Region Hospital Association and Franklin Regional Hospital
Association merged, with the merged entity renamed LRGHealthcare.
LRGHealthcare offers a wide range of medical, surgical, specialty,
diagnostic, and therapeutic services, wellness education, support
groups, and other community outreach services.
LRGHealthcare filed a Chapter 11 petition (Bankr. D.N.H. Case No.
20-10892) on Oct. 19, 2020. The petition was signed by Kevin W.
Donovan, president and chief executive officer. At the time of the
filing, the Debtor estimated to have $100 million to $500 million
in both assets and liabilities.
Judge Bruce A. Harwood oversees the case.
The Debtor tapped Nixon Peabody LLP as counsel; Deloitte
Transactions and Business Analytics LLP and Kaufman, Hall &
Associates, LLC as financial advisors; and Epiq Corporate
Restructuring, LLC as claims, noticing, solicitation, and
administrative agent.
M TRAN CONSTRUCTION: Unsecureds' Recovery Hiked to 36% in Plan
--------------------------------------------------------------
M Tran Construction Inc. submitted an Amended Combined Chapter 11
Plan of Reorganization and Disclosure Statement on Feb. 12, 2021.
According to the Amended Plan, Class 2 general unsecured claims
will receive 36 percent of their allowed claim in 60 equal monthly
installments, due on the 15th day of the month, starting on the
effective date of the Plan.
In the original Plan, Class 2 general unsecured claims were to
receive 5 percent of their allowed claim in 41 equal monthly
installments, due on the 15th day of the month, starting April
2021.
The unsecured claims include the State of California EDD's allowed
claim of $247,676. The Debtor said it has withdrawn its objection
to the EDD's proof of claim and has accepted the filed claim.
A full-text copy of the Amended Combined Chapter 11 Plan of
Reorganization and Disclosure Statement dated Feb. 12, 2021, is
available at https://bit.ly/3b9VmtS from PacerMonitor.com at no
charge.
About M Tran Construction
M Tran Construction, Inc., operates a construction business. It
was formed in 2004. Minh Tran is the sole shareholder and
President of the corporation.
M Tran Construction filed for Chapter 11 bankruptcy protection
(Bankr. N.D. Cal. Case No. 19-51856) on Sept. 13, 2019, listing
under $1 million in both assets and liabilities. The Debtor is
represented by Mufthiha Sabaratnam, Esq., in Oakland, California.
MALLINCKRODT PLC: Panel Taps Maples and Calder as Special Counsel
-----------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of Mallinckrodt PLC and its affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to retain Maples and Calder (Ireland) LLP as its special
counsel.
The firm's services will include:
(a) Irish legal and tax advice on issues relating to the
proposed Irish IP restructuring of the Debtors; and
(b) legal advice on plan-related matters and other aspects that
arise related to Irish law in a Chapter 11 case or foreign
proceeding.
Maples and Calder will be paid at these rates:
Partners/Consultants EUR560 to EUR655 per hour
Associates EUR295 to EUR535 per hour
Paralegals EUR195 to EUR275 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Maples
and Calder made the following disclosures in response to the
request for additional information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: Maples and Calder is developing a budget and
staffing plan that will be available to the Office
of the U.S. Trustee upon request.
William Fogarty, Esq., a partner at Maples and Calder, disclosed in
a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
William J. Fogarty, Esq.
Maples and Calder (Ireland) LLP
75 St. Stephen's Green
Dublin 2 D02 PR50
Ireland
Tel: 353 86 6093256
Email: wjf@maples.com
About Mallinckrodt PLC
Mallinckrodt is a global business consisting of multiple
wholly-owned subsidiaries that develop, manufacture, market and
distribute specialty pharmaceutical products and therapies. The
company's Specialty Brands reportable segment's areas of focus
include autoimmune and rare diseases in specialty areas like
neurology, rheumatology, nephrology, pulmonology and ophthalmology;
immunotherapy and neonatal respiratory critical care therapies;
analgesics; and gastrointestinal products. Its Specialty Generics
reportable segment includes specialty generic drugs and active
pharmaceutical ingredients. Visit http://www.mallinckrodt.comfor
more information.
On Oct. 12, 2020, Mallinckrodt plc and certain of its affiliates
sought Chapter 11 protection in Delaware in the U.S. (Bankr. D.
Del. Lead Case No. 20-12522) to seek approval of a restructuring
that would reduce total debt by $1.3 billion and resolve
opioid-related claims against them.
Mallinckrodt plc disclosed $9,584,626,122 in assets and
$8,647,811,427 in liabilities as of Sept. 25, 2020.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Latham & Watkins LLP and Richards, Layton &
Finger P.A. as their bankruptcy counsel; Arthur Cox and Wachtell,
Lipton, Rosen & Katz as corporate and finance counsel; Ropes & Gray
LLP as litigation counsel; Torys LLP as CCAA counsel; Guggenheim
Securities LLC as investment banker; and AlixPartners LLP as
restructuring advisor. Prime Clerk, LLC is the claims agent.
The official committee of unsecured creditors retained Cooley LLP
as its legal counsel, Robinson & Cole LLP as co-counsel, and Dundon
Advisers LLC as its financial advisor.
On Oct. 27, 2020, the U.S. Trustee for Region 3 appointed an
official committee of opioid related claimants. The OCC tapped
Akin Gump Struss Hauer & Feld LLP as its lead counsel, Cole Schotz
as Delaware co-counsel, Province Inc. as financial advisor, and
Jefferies LLC as investment banker.
MBM SAND: Unsecureds Will Receive 100% from Liquidation Proceeds
----------------------------------------------------------------
MBM Sand Company, LLC, submitted a First Amended Plan of
Reorganization which proposes to pay creditors from cash flow from
the liquidation of its real property and machinery.
Class 2 consists of the Secured Claim of Billy Ray Martinez who
holds an allowed claim of $1,226,587 as of the Petition Date, and
it bears interest at 6 percent. Upon the sale of the collateral,
this claim will be paid in full, with interest and all other
allowed charges under the promissory note and deed of trust, upon
the latter of the Effective Date of this Plan or the date on which
such claim is allowed by a final, non-appealable order.
Class 3 consists of non-priority unsecured creditors, which are
unimpaired in Plan. All allowed general unsecured claims will be
paid in full, in one, or more, deferred cash payments upon the
later of the Effective Date of this Plan or the date on which such
claim is allowed by a final nonappealable order. Claims in Class 3
will be paid after claims in Classes 1 and 2 are paid in full.
Creditors in this class will receive 100 percent of their allowed
claims.
The existing equity membership of the Debtor shall continue in
existence following the Effective Date of this Plan. However,
except for distributions to its Members for payment of federal
income taxes attributable to the reorganized debtor, no Member
shall receive any distribution with respect to such interest until
all administrative expense claims, priority tax claims, and claims
in Classes 1 through 3 are paid in full in accordance with the
confirmed Plan.
The Plan provides for payments to its creditors through the
liquidation of the Debtor's assets, including all real property and
machinery. The Debtor believes that it is reasonable for the sale
of all assets and the collection of the accounts receivable could
be substantially completed within 180 days of the Effective Date of
the Plan. To the extent the Debtor cannot dispose of any assets in
an economically sound manner, such assets will be sold by the
Debtor for salvage or scrap value and such proceeds will be
distributed as per this Plan.
The Debtor also may recover monies by prosecuting claims it may
have against Skilled International, LLC to recover storage costs
for equipment it has been storing on Debtor's real property as to
seek damages resulting from the imposition of mechanics lien
affidavits on Debtor's real property as a result of it not paying
its debts.
Jeffrey Blake, the Debtor's Managing Member shall be authorized to
enter into any contract for the sale of the Debtor's real property
and other assets in accordance with the Auction and Bidding
Procedures. Trident Capital will serve as the qualified stalking
horse bidder and make an opening bid for Debtor's assets in the
amount of $1,450,000.
All asset sales, including any necessary approvals of any proposed
sale by the Court, should occur prior to June 18, 2021, the date
the Debtor's property insurance is set to expire. At all times
prior to the closing of any sale, Debtor shall maintain property
insurance coverage, and the United States Trustee shall continue to
be a notified party, receiving notices of changes in insurance
coverage.
A full-text copy of the First Amended Plan of Reorganization dated
Feb. 7, 2021, is available at https://bit.ly/3am93qi from
PacerMonitor.com at no charge.
Counsel for the Debtor:
Pendergraft & Simon, LLP
Leonard H. Simon
William P. Haddock
Texas Bar No. 00793875
S.D. Tex. Adm. No. 19637
2777 Allen Parkway, Suite 800
Houston, TX 77019
Tel. (713) 528-8555
Fax. (713) 868-1267
About MBM Sand Company
MBM Sand Company, LLC, which is primarily engaged sand mining
business, sought Chapter 11 protection (Bankr. S.D. Tex. Case No.
20-32883) on June 1, 2020. At the time of the filing, the Debtor
disclosed assets of $1 million to $10 million and estimated
liabilities of the same range. Judge Eduardo V. Rodriguez oversees
the case. The Debtor has tapped Pendergraft & Simon LLP, led by
Leonard Simon, Esq., as its legal counsel.
MBMK PROPERTY: Seeks to Hire Regional Bankruptcy as Counsel
-----------------------------------------------------------
MBMK Property Holdings, LLC seeks approval from the U.S. Bankruptcy
Court for the Eastern District of Pennsylvania to employ Regional
Bankruptcy Center of Southeastern PA, P.C. to handle its Chapter 11
case.
Regional Bankruptcy Center will be paid at the rate of $300 per
hour and will be reimbursed for out-of-pocket expenses incurred.
The firm received a retainer in the amount of $10,000.
Roger Ashodian, Esq., a partner at Regional Bankruptcy Center,
disclosed in a court filing that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the Bankruptcy
Code.
The firm can be reached at:
Roger V. Ashodian, Esq.
Regional Bankruptcy Center of Southeastern PA P.C.
101 West Chester Pike, Suite 1A
Havertown, PA 19083
Tel: (610) 446-6800
About MBMK Property Holdings
MBMK Property Holdings, LLC filed a Chapter 11 bankruptcy petition
(Bankr. E.D. Pa. Case No. 21-10332) on Feb. 10, 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 Debtor is represented by Regional Bankruptcy Center of
Southeastern PA, P.C.
MIDTOWN CAMPUS: Wins Access to Best Meridian's Cash Collateral
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida,
Miami Division, has authorized Midtown Campus Properties, LLC to
use the cash collateral of Best Meridian International Insurance
Company on an interim basis.
The Debtor is authorized to use rents, which consists Best
Meridian's Cash Collateral, pursuant to the terms and conditions
set forth in the Debtor's Motion and the Order to pay operating
expenses in the aggregate amount of $93,000 per month associated
with the operation, maintenance and repair of the Project.
The Rents collected by the Debtor during the Cash Collateral Period
will be deposited into the Midtown Operating Account maintained at
U.S. Bank. The UF Operating Account will remain open for the sole
purpose of receiving the Rents and thereafter sweeping the Cash
Collateral into the DIP Account at Valley National Bank in order to
fund the expenses set forth in the Budgets and U.S. Trustee Fees.
Best Meridian holds a valid and perfected senior lien on all
currently owned or after-acquired Property.
As adequate protection for the Debtor's use of cash collateral,
Best Meridian is granted post-petition liens on and in all of the
Debtor's Rents, acquired or generated post-petition by the Debtor
to the same extent, priority, and nature as the DIP Liens and
security interests granted in the DIP Order.
The Post-Petition Liens in the Post-Petition Collateral granted to
Best Meridian are valid and perfected first priority liens, without
the need for the execution or filing of any future document,
financing statement, deposit account control agreement, or
instrument otherwise required to be executed or filed under
applicable non-bankruptcy law.
A copy of the order is available at https://bit.ly/3b359Su from
PacerMonitor.com.
About Midtown Campus Properties, LLC
Midtown Campus Properties, LLC, is a single asset real estate that
owns the Midtown Apartments. The Midtown Apartments is a 310-unit
student housing apartment complex currently under construction at
104 NW 17th St in Gainesville Florida, just across from the
University of Florida. It consists of a six-story main building,
a
parking garage for resident and public use, and commercial retail
space.
Each unit includes a full-size kitchen, carpet, tile, and hardwood
floors and be fully furnished. It is located near several Midtown
bars and restaurants frequented by students, and just a couple of
minutes' walk from Ben Hill Griffin Stadium.
On May 8, 2020, Midtown Campus Properties sought Chapter 11
protection (Bankr. S.D. Fla. Case No. 20-15173). The Debtor was
estimated to have $50 million to $100 million in assets and
liabilities as of the bankruptcy filing.
The Honorable Robert A. Mark is the presiding judge.
The Debtor tapped Genovese Joblove & Battista, P.A., as bankruptcy
counsel; and The Bosch Group, Inc., as construction consultants.
No creditors' committee has been appointed in this case. In
addition, no trustee or examiner has been appointed.
MMM HOLDINGS: Moody's Puts B1 CFR on Review for Upgrade
-------------------------------------------------------
Moody's Investors Service has placed MMM Holdings, LLC B1 corporate
family rating and B1 senior secured bank credit facilities on
review for upgrade, after Anthem, Inc. (Baa2 stable) announced that
it would acquire for an undisclosed price. Moody's has also placed
the Ba1 insurance financial strength rating of MMM Healthcare, LLC,
MMM's operating insurance subsidiary, on review for upgrade.
Moody's expects MMM's approximately $773 million in outstanding
debt to be paid off in connection with the deal closing, which is
expected in Q2 2021.
RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS
The review for upgrade reflects MMM's pending acquisition by
Anthem, the second largest health insurer in the US. Moody's
expects that Anthem will ensure that MMM Healthcare's risk-based
capital levels remain adequate and will likely be enhanced.
Overall, the acquisition of MMM will result in only a modest,
temporary increase in Anthem's leverage, which has the resources to
provide any support needed. The addition of MMM, the leading
Medicare Advantage (MA) insurer in Puerto Rico will expand Anthem's
footprint and bolster its MA business, growing its MA membership by
approximately 18%.
Upon closing of the deal, Moody's expect to upgrade MMM's ratings
to the level of Anthem.
Conversely, if the deal does not close, Moody's could downgrade MMM
(and its operating subsidiary) under the following conditions: 1)
RBC ratio below 115% of CAL; 2) MA membership drops 10% or more
from current levels, and; 3) debt-to-EBITDA exceeds 3.0x on a
sustained basis.
Affected ratings:
Issuer: MMM Holdings, LLC:
Corporate Family Rating, at B1, placed on review for upgrade
$750 million backed senior secured term loan due 2026, at B1,
placed on review for upgrade
$20 million backed senior secured term loan due 2026, at B1,
placed on review for upgrade
$80 million backed senior secured revolving credit facility due
2024, at B1, placed on review for upgrade
Issuer: MMM Healthcare, LLC:
Insurance Financial Strength Rating, at Ba1, placed on review for
upgrade
Outlook:
Issuer: MMM Holdings, LLC
Outlook, changed to rating under review from stable
Issuer: MMM Healthcare, LLC
Outlook, changed to rating under review from stable
ICH US Intermediate Holdings II, Inc. and ICH Flow-Through LLC are
co-borrowers on the term loans and revolving credit facility.
The principal methodology used in these ratings was US Health
Insurance Companies Methodology published in November 2019.
InnovaCare Health, LP, the ultimate parent company of MMM Holdings,
LLC is a privately-owned company incorporated in Puerto Rico and
headquartered in White Plains, NY.
MOORE TRUCKING: Trustee Seeks to Hire Turner & Johns as Counsel
---------------------------------------------------------------
Robert Johns, the Chapter 11 trustee appointed in Moore Trucking,
Inc.'s bankruptcy case, asked the U.S. Bankruptcy Court for the
Southern District of West Virginia to authorize his own firm,
Turner & Johns, PLLC, to assist him in connection with the case.
The firm's services will include:
a. preparing motions and other pleadings;
b. representing the trustee at hearings on various motions and
proceedings;
c. liquidating the Debtor's assets; and
d. other legal services necessary to administer the Debtor's
case.
The firm will be paid at these rates:
Attorneys $250 to $500 per hour
Paralegals $100 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Mr. Johns disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Robert L. Johns, Esq.
Turner & Johns, PLLC
808 Greenbrier Street
Charleston, WV 25311
Tel: (304) 720-2300
About Moore Trucking
Moore Trucking Inc. filed a Chapter 11 bankruptcy petition (Bankr.
S.D. W.Va. Case No. 20-20136) on March 31, 2020, disclosing under
$1 million in both assets and liabilities. Judge Paul M. Black
oversees the case. The Debtor is represented by James M. Pierson,
Esq., at Pierson Legal Services.
Robert L. Johns, Esq., is the Chapter 11 trustee appointed in the
Debtor's bankruptcy case. The trustee is represented by Turner &
Johns, PLLC.
NATIONAL RIFLE: Seek to Hire Garman Turner as Co-Counsel
--------------------------------------------------------
National Rifle Association of America and Sea Girt, LLC seek
approval from the U.S. Bankruptcy Court for the Northern District
of Texas to employ Garman Turner Gordon, LLP.
Garman Turner will serve as co-counsel with Neligan LLP, the other
firm hired by the Debtors to handle their Chapter 11 cases.
Garman Turner will be paid at these rates:
Attorneys $235 to $825 per hour
Paraprofessionals $175 to $215 per hour
The firm will be paid a retainer in the amount of $650,000 and will
be reimbursed for out-of-pocket expenses incurred.
In accordance with Appendix B-Guidelines for reviewing fee
applications filed by attorneys in larger Chapter 11 cases, Garman
Turner made the following disclosures in response to the request
for additional information:
Question: Did you agree to any variations from, or
alternatives to, your standard or customary billing
arrangements for this engagement?
Response: No.
Question: Do any of the professionals included in this
engagement vary their rate based on the geographic
location of the bankruptcy case?
Response: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and
material financial terms for the prepetition
engagement, including any adjustments during the 12
months prepetition. If your billing rates and
material financial terms have changed postpetition,
explain the difference and the reasons for the
difference.
Response: Not applicable.
Question: Has your client approved your prospective budget
and staffing plan, and, if so for what budget
period?
Response: The Debtors have approved a budget and staffing plan
covering the first 60 days following the effective
date of the firm's retention.
Gregory Garman, Esq., a partner at Garman Turner, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Gregory E. Garman, Esq.
William M. Noall, Esq.
Gabrielle A. Hamm, Esq.
7251 Amigo Street, Suite 210
Garman Turner Gordon LLP
Las Vegas, NV 89119
Tel: 725-777-3000
Fax: 725-777-3112
Email: ggarman@gtg.legal
wnoall@gtg.legal
ghamm@gtg.legal
About The National Rifle Association of America
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. Texas 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.
Judge Harlin Dewayne Hale oversees the case.
The Debtors tapped Neligan LLP and Garman Turner Gordon LLP as
their bankruptcy counsel, and Brewer, Attorneys & Counselors as
their special counsel.
NEW ARCLIN: Moody's Gives B2 Rating on New $160MM Term Loan Add-on
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating to New Arclin
U.S. Holding Corp.'s proposed $160 million first lien term loan
add-on and a stable outlook. Moody's expects to withdraw the Caa1
rating on New Arclin U.S. Holding Corp.'s second lien term loan
once it is repaid. Moody's also affirmed LSF10 Cedar Investments,
LP's (dba Arclin) B2 Corporate Family Rating and B2-PD Probability
of Default Rating. The outlook is stable.
"The incremental term loan to fund another dividend is negative;
however, Arclin's performance during the pandemic has exceeded
expectations and credit metrics remain appropriate for the rating
after factoring the additional debt," said Domenick R. Fumai,
Moody's Vice President and lead analyst for LSF10 Cedar
Investments, LP.
Affirmations:
Issuer: LSF10 Cedar Investments, LP
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Assignments:
Issuer: New Arclin U.S. Holding Corp.
Senior Secured 1st Lien Term Loan, Assigned B2 (LGD4)
Outlook Actions:
Issuer: LSF10 Cedar Investments, LP
Outlook, Remains Stable
RATINGS RATIONALE
LSF10 Cedar Investments, LP (dba Arclin) is issuing a $160 million
incremental first lien term loan to repay the $85 million existing
second lien term loan, and along with roughly $44 million of cash
on the balance sheet, fund a $115 million dividend distribution to
shareholders as well as pay fees and expenses associated with the
transaction. Moody's estimates that Arclin's pro forma Debt/EBITDA
will increase to 5.8x from 5.2x for FY 2020 as a result of the
additional debt, but will also modestly lower its annual interest
expense. Arclin is also seeking to extend the first lien term loan
maturity to February 2026 from February 2024 and extend the $75
million ABL revolving credit facility from February 2022 to
November 2025. Moreover, the company is extending its maturity
profile at a time when there is strong demand in the loan market
thereby reducing near-term refinancing risk
The affirmation reflects that despite the increased debt to pay a
dividend, which Moody's views as credit negative, particularly as
Arclin only recently paid a $43.5 million dividend to shareholders
in 3Q20, financial performance has been resilient during the
pandemic. After the sharp contraction in residential construction
in April 2020, a strong rebound in single-family construction and a
healthy repair and remodeling market have contributed to solid
sales, EBITDA and free cash flow generation. Through the first nine
months of FY 2020, sales have only declined 8% to $421 million
compared to same period in 2019 while Moody's adjusted EBITDA of
$90 million year-to-date was nearly flat with the first nine months
of 2019. During the first nine months of FY 2020, Arclin generated
free cash flow of $21 million after paying the $43.5 million
dividend. Arclin's financial results should continue benefitting
from a robust US housing market, modest growth in repair and
remodeling activity and a return to economic growth in 2021.
Arclin's rating is constrained by limited scale, leveraged capital
structure and exposure to the cyclical US housing market. The
majority of sales come from resins used in manufacturing of
engineered wood products (e.g. oriented strand board (OSB), medium
density fiberboard (MDF) and plywood), and higher margin surface
overlays. Arclin's credit profile is further limited by its high
customer concentration with its top 10 customers accounting for
approximately 60% of sales and the top three representing nearly
one-third of sales. The rating also reflects risks related to
private equity ownership. Since 2018, Lone Star Funds, Arclin's
owner, will have extracted nearly $200 million in dividends,
including the proposed $115 million payment as part of this
transaction.
Arclin's rating benefits from the proximity to its customer base
because of the limited range over which the resins it manufactures
can be economically transported. This limits competition and
fosters long-term relationships with its customers. Arclin is often
the sole supplier to the customer's closest facility. Furthermore,
the company has long-term contracts with its major customers that
allow for contractual pass-through of raw material cost increases.
STRUCTURAL CONSIDERATIONS
The first lien term loan is rated B2, in line with the B2 Corporate
Family Rating, reflecting its preponderance in the debt capital
structure. The $75 million ABL revolver, not rated by Moody's, is
secured predominantly by a first lien on the receivables and
inventory of both domestic and Canadian subsidiaries. The first
lien term loan is guaranteed by all US and Canadian subsidiaries
and secured by a second lien on the ABL collateral and a first lien
on substantially all other assets of the company's domestic and
Canadian operations.
Moody's expects Arclin to maintain good liquidity supported by cash
on the balance sheet of roughly $20 million and availability under
its $75 million asset-based revolver, which had a borrowing base of
$68 million fully available as of September 30, 2020. The revolver
has a springing fixed charge covenant of 1.0x if availability falls
below the greater of 10.0% of the committed amount or $6.25
million. The covenant is not expected to be tested over the next 12
to 18 months.
ESG CONSIDERATIONS
Moody's also considers environmental, social and governance factors
in the rating. As a specialty chemicals company, environmental
risks are categorized as moderate. However, one of the main
components of Arclin's products is formaldehyde, which has been
designated as a probable human carcinogen with concentrations as
low a 0.1 ppm causing adverse reactions in some people. Worker
exposure to formaldehyde is tightly regulated in the US and Canada
and the company has had no meaningful accidents at its facilities.
Social risks appear to be below average for the industry as the end
markets that Arclin's serves have not been a target of social
activists. Governance risks are above-average, however, due to the
risks associated with private equity ownership which include a
minority representation of independent directors on the board,
limited financial disclosure requirements as a private company and
more aggressive financial policies including higher leverage
compared to most public companies
The stable outlook reflects expectations that the company will
benefit from a continued favorable outlook for the US housing
market and repair and remodel activity, that Arclin will sustain
adjusted leverage between 5.5x to 6.0x and maintain good
liquidity.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could downgrade the rating Debt/EBITDA increases to above
6.0x on a sustained basis, operational performance and liquidity
significantly deteriorates, or annual free cash flow is expected to
remain negative on a sustained basis. Another substantial dividend
or debt-financed acquisition could also result in a rating
downgrade.
Moody's could upgrade the rating on improving operating performance
that results in sustained adjusted Debt/EBITDA below 4.0x,
consistent retained cashflow-to-debt (RCF/Debt) around 10% and the
sponsor's commitment to a more conservative financial policy.
The principal methodology used in these ratings was Chemical
Industry published in March 2019.
Headquartered in Roswell, GA., Arclin is a North American producer
of resins and surface overlay products used in building products,
specialty engineered materials, and industrial applications.
Revenue for the 12 months ended September 2020 was $562 million.
Arclin is a portfolio company of Lone Star Funds.
NOSCE TE IPSUM: Seeks to Hire Charles A. Cuprill as Counsel
-----------------------------------------------------------
Nosce Te Ipsum, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Puerto Rico to employ Charles A. Cuprill PSC
Law Offices to handle its Chapter 11 case.
The firm will be paid at these rates:
Attorneys $150 to $350 per hour
Paralegals $85 per hour
The firm will be paid a retainer in the amount of $5,000 and will
be reimbursed for out-of-pocket expenses incurred.
Charles Cuprill-Hearnandez, Esq., a partner at Charles A. Cuprill
PSC Law Offices, disclosed in a court filing that his firm is a
"disinterested person" as the term is defined in Section 101(14) of
the Bankruptcy Code.
The firm can be reached at:
Charles A. Cuprill-Hearnandez, Esq.
Charles A. Cuprill PSC Law Offices
356 Fortaleza Street, Second Floor
San Juan, PR 00901
Tel: (787) 977-0515
Fax: (787) 977-0518
Email: ccuprill@cuprill.com
About Nosce Te Ipsum
Nosce Te Ipsum, Inc. owns in fee simple a five-story building with
office and commercial spaces for lease, and adjacent parking lot
structure in Guaynabo, P.R., valued at $7 million.
Nosce Te Ipsum filed a Chapter 11 petition (Bankr. D.P.R. Case No.
19-05155) on Sept. 9, 2019. In the petition signed by Maria De Los
A. Ubarri, general manager, the Debtor disclosed $7,046,991 in
assets and $5,210,939 in liabilities. The Debtor classifies its
business as single asset real estate (as defined in 11 U.S.C.
Section 101(51B)).
Judge Brian K. Tester oversees the case. Charles A. Cuprill PSC
Law Offices is the Debtor's legal counsel.
PACIFIC LINKS: Hawaii MVCC Can Use Cash Collateral on Interim Basis
-------------------------------------------------------------------
Judge Robert J. Faris of the U.S. Bankruptcy Court for the District
of Hawaii authorized Hawaii MVCC LLC, an affiliate of Pacific Links
U.S. Holdings, Inc., to use cash collateral on an interim basis.
The Court will hold a hearing February 22, 2021 at 2 p.m. to
consider the Debtor's continued access to cash collateral on a
final basis.
The deadline for the filing of any response to the Debtor's Motion
is February 16, and any reply to any response must be filed by
February 19.
The Debtor is authorized to:
(i) use pre-petition cash collateral of CDH in the ordinary
course of the Debtor's operations to pay what the Debtor determines
to be reasonable and ordinary expenses of operating and maintaining
the Debtor, in accordance with a Budget; and
(ii) exceed the budget by 10% each period (on an aggregate and
cumulative basis).
The Debtor's Budget covers the months of February through July and
provides for these expenses:
(a) Labor Expense:
February: $53,185
March: $53,185
April: $53,185
May: $53,185
June: $53,185
July: $53,185
(b) Utilities:
February: $23,185
March: $23,185
April: $23,185
May: $23,185
June: $23,185
July: $23,185
(c) Other Supplies:
February: $6,330
March: $13,454
April: $6,330
May: $6,330
June: $13,454
July: $6,330
The Budget declares total operating expenses in the amount of
$82,700 for February, $89,824 for March, $82,700 for each of the
months of April and May, $89,824 for June, and $82,700 for July.
CDH is granted replacement liens in the estate's post-petition
assets, and the proceeds thereof, to the same extent and priority
as any lien held by CDH in the Pre-Petition Collateral as of the
Petition Date, limited to the amount of Pre-Petition Collateral as
of the Petition Date. The Replacement Liens were granted with the
same validity and priority and to the same extent and as CDH's
prepetition liens, and are subject to the same rights and
challenges by or on behalf of MVCC. The amount secured by the
Replacements Liens will be equal to any actual net diminution of
CDH's Cash Collateral due to MVCC's use thereof. The Replacement
Liens will be valid, perfected and enforceable against the
Replacement Collateral without further filing or recording of any
document or instrument or the taking of any further action.
However, the Replacement Liens will be subject to and subordinate
to the fees and expenses of a Chapter 7 trustee, if one is
appointed, but not including the expenses of the Chapter 7
trustee's professionals.
A copy of the Court's order and the Debtor's budget is available at
https://bit.ly/3b6Itks from PacerMonitor.com.
Hawaii MVCC LLC is represented by:
Chuck C. Choi, Esq.
Allison A. Ito, Esq.
CHOI & ITO
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Telephone: 808-533-1877
Email: cchoi@hibklaw.com
aito@hibklaw.com
About Pacific Links US Holdings
Pacific Links US Holdings, Inc. is a golf club that offers global
reciprocal programs to members and participating clubs.
It sought protection under Chapter 11 of the Bankruptcy Code
(Bankr. D. Hawaii Case No. 21-00094) on Feb. 1, 2021. Wei Zhou,
director, signed the petition. Affliates that also sought Chapter
11 protection are Hawaii MVCC LLC, Hawaii MGCW LLC, MDRE LLC, MDRE
2 LLC, MDRE 3 LLC, MDRE 4 LLC, and MDRE 5 LLC. On Feb. 2, the Court
authorized the jointly administration of the cases.
At the time of the filing, Pacific Links estimated assets of
between $50,000 and $100,000 and liabilities of between $50 million
and $100 million.
Choi & Ito is the Debtors' legal counsel.
PARKER'S QUALITY: Unsecureds to be Paid in Full by June 30
----------------------------------------------------------
Parker's Quality Wood Products, LLC, a Texas limited liability
company, filed with the U.S. Bankruptcy Court for the Western
District of Texas, Austin Division, a Plan of Reorganization and a
Disclosure Statement on Feb. 9, 2021.
The Debtor seeks to reorganize its on-going business operations,
secure debtor-in-possession financing to continue manufacturing,
and restructure its Notes with Lipan by filing the bankruptcy.
Shortly after filing for bankruptcy protection, Debtor briefly shut
down to take stock of its operations, and on or about September 28,
2020, Debtor restarted manufacturing activities to fulfill
outstanding orders and solicit new orders from both existing and
prospective new customers, funding its operations from Court
approved debtor-in-possession financing.
The Debtor plans to pay all unsecured creditors in full through
existing Debtor funds and, for any remaining balance, through the
secured creditor's debtor-in-possession financing. The secured
creditor agrees to defer all payments on its notes, inclusive of
the amounts of its alleged secured debt, which is approximately
$254,028.41 as of August 27, 2020, as well as the $85,000.00 in
debtor-in-possession financing as of November 30, 2020, through
June 30, 2021, and then receive interest only payments at 3.5% for
a period of one year, after which time, the remaining balance due
will be amortized on a 10-year term at 3.5% interest per annum.
With respect to the balance due to First Texas Bank for the PPP
funds received by Debtor, Debtor will file such papers as are
appropriate to seek forgiveness of the loan. In the event Debtor's
loan forgiveness of the PPP funds is denied or denied in part, the
secured creditor agrees to guarantee the loan.
Lipan will modify the terms of its prepetition notes with the
Debtor as follows: 1) all payments thereunder shall be deferred
until June 30, 2021; 2) any interest that accrues during the
deferral period shall be recapitalized as of July 1, 2021; 3) the
interest rate on the prepetition notes between Lipan and the Debtor
shall be adjusted to 3.5% per annum for a period of one year (July
1, 2021 until June 30, 2022); 4) any balance remaining on July 1,
2022 shall be amortized on a 10-year term at 3.5% interest per
annum. The Debtor estimates Lipan in Class 4 will receive 100% of
its Allowed Claim. Class 4 is impaired and entitled to vote.
Class 5 consists of Allowed Unsecured Claims. Unsecured Creditors
will be paid in full by June 30, 2021. Funds for payment of Class 5
shall come from existing Debtor funds and operations and second
from financing extended by Lipan to the Debtor if needed. Class 5
is unimpaired and not entitled to vote.
The equity interest holder, Comanche Investments, LLC, will retain
its Interest. The Plan is low risk to the creditors, as the
unsecured creditors will be readily paid in full out of Debtor
funds or operations with any shortfalls covered from financing from
Lipan.
A full-text copy of the Disclosure Statement dated Feb. 9, 2021, is
available at https://bit.ly/3b966sC from PacerMonitor at no
charge.
The Debtor is represented by:
Charlie Shelton
HAYWARD, PLLC
901 S. Mopac Expy.
Bldg. 1, Suite 300
Austin, TX 78746
Tel and Fax: (737) 881-7100
E-mail: cshelton@haywardfirm.com
About Parker's Quality Wood Products
Parker's Quality Wood Products, LLC sought protection under Chapter
11 of the Bankruptcy Code (Bankr. W.D. Texas Case No. 20-10961) on
Aug. 27, 2020. At the time of the filing, the Debtor disclosed
assets of between $100,001 and $500,000 and liabilities of the same
range. Judge H. Christopher Mott oversees the case. Herbert C.
Shelton, II, Esq., at Hajjar Peters LLP, serves as Debtor' s legal
counsel.
PBS BRAND: Committee Seeks to Retain Porzio Bromberg as Counsel
---------------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of PBS Brand Co LLC and its affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Porzio, Bromberg & Newman, P.C. as its legal
counsel.
The firm's services will include:
a. advising the committee regarding its power and duties
under the Bankruptcy Code;
b. assisting the committee in its investigation of the acts,
conduct, assets, liabilities and financial condition of the
Debtors;
c. assisting the committee in connection with the Debtors'
proposed sale of their assets;
d. assisting the committee in connection with any proposed
Chapter 11 plan or other disposition of the Debtors' cases;
e. assisting the committee in analyzing the claims of
creditors and the Debtors' capital structure, and in negotiating
with holders of claims;
f. representing the committee in matters generally
arising in the Debtors' cases, including the Debtors' motion to
incur debtor-in-possession financing;
g. reviewing all legal papers filed with the bankruptcy court
by the Debtors or third parties, advising the committee as to their
propriety, and taking appropriate action after consultation with
the committee;
h. preparing legal papers; and
i. representing the committee at court hearings and
communicating with the committee regarding the issues raised as
well as the decisions of the court.
The principal attorneys and paralegals who are likely to represent
the committee will be paid at these rates:
Warren Martin Principal $1,020 per hour
John Mairo Principal $815 per hour
Kelly Curtin Principal $690 per hour
Cheryl Santaniello Principal $690 per hour
Rachel Parisi Principal $690 per hour
David Sklar Associate $500 per hour
Christopher Mazza Associate $450 per hour
Maria Dermatis Paralegal $280 per hour
Jessica O'Connor Paralegal $260 per hour
Neidy Fuentes Paralegal $250 per hour
Cheryl Santaniello, Esq., a principal at Porzio Bromberg, disclosed
in court filings that the firm is "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.
Porzio Bromberg can be reached through:
Cheryl A. Santaniello, Esq.
Porzio, Bromberg & Newman, P.C.
300 Delaware Ave, Suite 1220
Wilmington, DE 19801-1607
Tel: 302.526.1235
Email: casantaniello@pbnlaw.com
About PBS Brand Co.
Denver-based PBS Brand Co. LLC and its affiliates own and operate
"Punch Bowl" restaurants and bars across the United States.
PBS Brand Co. and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 20-13157) on Dec. 21, 2020. Stacy
Johnson Galligan, authorized representative, signed the petitions.
At the time of the filing, PBS Brand disclosed assets of between
$10 million and $50 million and liabilities of the same range.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Morris James LLP as their legal counsel,
Gavin/Solmonese as restructuring advisor, and SSG Advisors, LLC as
investment banker. Omni Agent Solutions is the claims, noticing,
and balloting agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Jan. 6, 2021. Porzio, Bromberg & Newman,
P.C., and Province, LLC serve as the committee's legal counsel and
financial advisor, respectively.
PBS BRAND: Committee Taps Province LLC as Financial Advisor
-----------------------------------------------------------
The official committee of unsecured creditors appointed in the
Chapter 11 cases of PBS Brand Co LLC and its affiliates seeks
approval from the U.S. Bankruptcy Court for the District of
Delaware to hire Province, LLC as its financial advisor.
The firm's services will include:
a. analyzing the Debtors' budget, assets, liabilities and
overall financial condition;
b. reviewing financial and operational information furnished
by the Debtors;
c. monitoring the sale process, reviewing bidding procedures,
interfacing with the Debtors' professionals, and advising the
committee regarding the process;
d. scrutinizing the economic terms of various agreements,
including, but not limited to, retention of professionals;
e. analyzing the Debtors' proposed business plans and
developing alternative scenarios, if necessary;
f. assessing the Debtors' pleadings and proposed treatment of
unsecured creditor claims;
g. preparing or reviewing avoidance action and claim
analyses;
h. assisting the committee in reviewing the Debtors' financial
reports;
i. advising the committee on the current state of the Debtors'
Chapter 11 cases;
j. advising the committee in negotiations with the Debtors and
third parties;
k. participating as a witness in hearings before the
bankruptcy court; and
l. other activities approved by the committee and agreed to by
Province.
The firm will be paid at these rates:
Principal $880 - $975
Managing Director $670 - $790
Senior Director $600 - $670
Director $550 - $600
Vice President $510 - $550
Senior Associate $430 - $510
Associate $360 - $430
Analyst $240 - $360
Paraprofessionals $185
Sanjuro Kietlinski, a managing director at Province, disclosed in
court filings that he and his firm are "disinterested" within the
meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Sanjuro Kietlinski
Province, LLC
2360 Corporate Circle, Suite 330
Henderson, NV 89074
Tel: +1 (702) 685-5555
Email: skietlinski@provincefirm.com
info@provincefirm.com
About PBS Brand Co.
Denver-based PBS Brand Co. LLC and its affiliates own and operate
"Punch Bowl" restaurants and bars across the United States.
PBS Brand Co. and its affiliates concurrently filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code
(Bankr. D. Del. Lead Case No. 20-13157) on Dec. 21, 2020. Stacy
Johnson Galligan, authorized representative, signed the petitions.
At the time of the filing, PBS Brand disclosed assets of between
$10 million and $50 million and liabilities of the same range.
Judge John T. Dorsey oversees the cases.
The Debtors tapped Morris James LLP as their legal counsel,
Gavin/Solmonese as restructuring advisor, and SSG Advisors, LLC as
investment banker. Omni Agent Solutions is the claims, noticing,
and balloting agent.
The U.S. Trustee for Region 3 appointed an official committee of
unsecured creditors on Jan. 6, 2021. Porzio, Bromberg & Newman,
P.C. and Province, LLC serve as the committee's legal counsel and
financial advisor, respectively.
PDG PRESTIGE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: PDG Prestige, Inc.
780 N Resler Drive, Suite B
El Paso, TX 79912
Business Description: PDG Prestige, Inc. is a real estate
developer in El Paso, Texas.
Chapter 11 Petition Date: February 15, 2021
Court: United States Bankruptcy Court
Western District of Texas
Case No.: 21-30107
Debtor's Counsel: Jeff Carruth, Esq.
WEYCER, KAPLAN, PULASKI & ZUBER, P.C.
3030 Matlock Rd.
Suite 201
Arlington, TX 76015
Tel: (713) 341-1158
E-mail: jcarruth@wkpz.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Dixson, president.
The Debtor failed to include in the petition a list of its 20
largest unsecured creditors.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/5CL3Y6I/PDG_Prestige_Inc__txwbke-21-30107__0001.0.pdf?mcid=tGE4TAMA
PETER CHARLES: Plan to be Funded by Income; Plan Confirmed by Judge
-------------------------------------------------------------------
Judge Henry W. Van Eck has entered an order confirming the Combined
Plan of Reorganization filed by Lisa A. Raynard, Esquire for debtor
Peter Charles Moore American Legion Post 910, Inc.
Under the Plan, the Secured Claim of First National Bank of
Pennsylvania (FNB) in Class 1 will receive regular monthly payments
in the amount of $3,570 to continue post-confirmation, until paid
in full. Payment in full of allowed amount of such pre-petition
arrears claim in the amount of $93,879 over 60 months.
There are no Allowed General Unsecured Claims.
Payments and distributions under the Plan will be funded by the
revenues and profits generated from the operation of reorganized
Peter Charles Moore American Legion Post 910, Inc. The reorganized
Debtor shall be managed and operated by existing Board of
Directors, who are knowledgeable and experienced in the business of
operating a non-profit veteran's association.
On the Confirmation of the Plan, all property of the Debtor,
tangible and intangible, including without limitation, licenses,
furniture, fixtures and equipment, will revert, free and clear of
all Claims and Equitable Interests except as provided in the Plan,
to the Debtor. The Debtor expects to have sufficient cash on hand
to make the payments required on the effective date.
A full-text copy of the order dated Feb. 9, 2021, is available at
https://bit.ly/3u2ljEn from PacerMonitor.com at no charge.
A full-text copy of the Disclosure Statement dated Dec. 29, 2020,
is available at https://bit.ly/3aqN8P3 from PacerMonitor.com at no
charge.
The Debtor is represented by:
Lisa A. Rynard, Esq.
Purcell, Krug & Haller
1719 North Front Street
Harrisburg, PA 17102
Phone: (717) 234-4178
Email: lrynard@pkh.com
About Peter Charles Moore American
Legion Post 910 Inc.
Peter Charles Moore American Legion Post 910, Inc., sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Pa.
Case No. 20-00451) on Feb. 7, 2020, listing under $1 million inboth
assets and liabilities. Lisa A. Rynard, Esq., at Purcell, Krug &
Haller, is the Debtor's legal counsel.
R3D HOLDINGS: Objections Resolved, Plan Confirmed
-------------------------------------------------
Judge Michael G. Williamson on Feb. 11, 2021, entered an order
confirming R3D Holdings, Inc.'s Second Plan of Reorganization. The
judge also approved the Debtor's Disclosure Statement.
Fitness Mgmt of Florida, Inc. withdrew its objection to the Plan
and voted its Class 3 and 5 claims in favor of the Plan. The U.S.
Small Business Administration also withdrew its objection.
During the Jan. 27 hearing, the parties informed the Court that the
parties had reached various agreements to resolve their disputes
regarding confirmation issues, namely:
i. Class 2 shall be amended as follows:
First Citizens Bank & Trust Company filed Claim No. 4 in the
amount of $903,872.48 which is secured by a first position blanket
lien on the Debtor's assets. Claimant will have an allowed secured
claim of $750,000 which will be amortized over 25 years at 5%
interest for an estimated monthly payment of $4,384.43 with a
balloon of all outstanding amounts due on the 84th month following
the entry of the Confirmation Order. Payments will commence 30
days from the entry of the Confirmation Order. Provided that the
Debtor is current on its obligations to Claimant under the Plan,
Claimant will not exercise any collection activities against Ronald
and Dawn Knish as Guarantors until the Debtor has completed its
payments to Claimant under the Plan. Claimant will retain its lien
to the same validity and priority as existed prepetition. Claimant
will have an allowed general unsecured claim in the amount of
$250,000 which will be paid pursuant to Class 5.
ii. Class 3 shall be amended as follows:
Fitness Mgmt of Florida, Inc., filed Claim No. 6 in the
amount of $348,656 which is secured by a second position blanket
lien on the Debtor's assets. Claimant will have an allowed secured
claim of $175,000 which will be paid in 84 equal monthly
installments with payments of $2,083 commencing 30 days after the
entry of the Confirmation Order. Provided that the Debtor is
current on its payments to claimant, claimant shall forebear any
collection attempts against the guarantors of its claim. Upon full
payment of the $175,000 claimant will release any personal
guarantees from further liability. In the event that the Debtor
defaults on the payments, claimant will be entitled to pursue
collection of the original debt from the Debtor and the personal
guarantors less any credit for payments received. The parties
shall execute a new promissory note consistent with these terms.
Claimant will retain its secured interest as originally agreed and
Debtor will consent to it being renewed, as needed. The remaining
balance of claimant's claim will be treated as an allowed general
unsecured claim and paid pursuant to Class 5.
iii. A new Class 7 shall be created with the following
treatment:
The SBA holds a claim in the amount of $150,000 secured by a
super priority lien under 11 U.S.C. Sec. 364(d) on the Debtor's
assets, priming all liens except the lien of First Citizens Bank.
This claim will be paid pursuant to the terms of the Economic
Injury Disaster Loan promissory note, all associated loan
documents, and any applicable SBA regulations.
A status conference will be held in, Courtroom 8A, Sam M.Gibbons
United States Courthouse, 801 N. Florida Ave., Tampa, FL 33602 on
April 7, 2021, at 9:30 a.m., before the Honorable Michael G.
Williamson, United States Bankruptcy Judge.
A copy of the Plan Confirmation Order entered Feb. 12, 2021, is
available at https://bit.ly/2NeW69d
About R3D Holdings
R3D Holdings, Inc. d/b/a Fitness for $10 --
https://www.fit410brandon.com/ -- is a family-owned company in the
health club business. Fitness for $10 features 24/7 access,
state-of-the-art cardio equipment, strength training equipment,
functional training equipment, and small group training classes.
R3D Holdings, Inc., based in Brandon, Fla., filed a Chapter 11
petition (Bankr. M.D. Fla. Case No. 19-11676) on Dec. 11, 2019. In
the petition signed by Ronald J. Knish, president, the Debtor
disclosed $188,472 in assets and $1,466,273 in liabilities. Buddy
D. Ford, Esq., at Buddy D. Ford, P.A., serves as bankruptcy counsel
to the Debtor. The Debtor tapped J.W. Hughes Company as its
accountant.
RAMEN CONCEPTS: Case Summary & 8 Unsecured Creditors
----------------------------------------------------
Debtor: Ramen Concepts 1, LLC
d/b/a Futo Buta
222 E. Bland St, Ste C
Charlotte, NC 28204
Business Description: Ramen Concepts 1 LLC --
http://futobuta.com/-- owns & operates
a ramen house called Futo Buta.
Chapter 11 Petition Date: February 16, 2021
Court: United States Bankruptcy Court
Western District of North Carolina
Case No.: 21-30081
Judge: Hon. Laura T. Beyer
Debtor's Counsel: Matthew L. Tomsic, Esq.
RAYBURN COOPER & DURHAM, P.A.
227 West Trade Street, Suite 1200
Charlotte, NC 28202
Tel: 704-334-0891
E-mail: mtomsic@rcdlaw.net
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Shortino, manager.
A copy of the petition containing, among other items, a list of the
Debtor's eight unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/KHUCIXA/Ramen_Concepts_1_LLC__ncwbke-21-30081__0001.0.pdf?mcid=tGE4TAMA
RE/MAX LLC: Moody's Affirms Ba3 CFR & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Investors Service affirmed RE/MAX, LLC's credit ratings,
including the Ba3 Corporate Family Rating, and changed the outlook
to stable from negative. Concurrently, Moody's upgraded the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-2,
reflecting very good liquidity.
The rating affirmation and change in outlook to stable from
negative reflect RE/MAX's strong recovery in operating and
financial performance buoyed by the rebound in housing market and
the resiliency of the company's fully franchise-based model.
Existing home sales volume and mortgage refinance activity have
recovered strongly from the trough in April/May 2020 and now exceed
pre-pandemic levels. According to RE/MAX's November 2020 Housing
report[1], the overall average number of home sales was up 19.7%
compared to November 2019. The company's faster than anticipated
operating recovery enables better cash flow generation and
liquidity going forward.
Moody's expects that RE/MAX will return to pre-pandemic credit
metrics by the end of 2021. This includes generating cash flow from
operations of around $100 million in fiscal 2021, in line with
FY2019. Moody's also projects Debt/EBITDA improvement to roughly
2.4x -- 2.6x by the end of 2021, down from 2.9x as of LTM 9/2020,
and in line with the pre-pandemic level (was 2.5x in 2019). All
metrics incorporate Moody's-standard accounting adjustments.
The upgrade in the Speculative Grade Liquidity rating to SGL-1
reflects Moody's expectation for solid cash flow and a high cash
balance over the next 12-18 months, which will be more than
sufficient to meet cash needs without relying on external sources
of liquidity.
Moody's took the following rating actions on RE/MAX, LLC:
Affirmations
Corporate Family Rating, affirmed at Ba3
Probability of Default Rating, affirmed at Ba3-PD
$10 million Sr Secured First Lien Revolving Credit Facility due
2021, affirmed at Ba3 (LGD3)
$235 million Sr Secured First Lien Term Loan B due 2023, affirmed
at Ba3 (LGD3)
Upgrades
Speculative Grade Liquidity Rating, upgraded to SGL-1 from SGL-2
Outlook Actions on RE/MAX, LLC:
Outlook, changed to Stable from Negative
RATINGS RATIONALE
The company's Ba3 CFR reflects the protections offered by its 100%
franchised business model that mitigates the volatility in
transaction activity even in the face of the coronavirus outbreak,
good liquidity and solid credit metrics. The strong RE/MAX brand
recognition and leading market position drive the company's fairly
predictable revenues, strong margins and substantial cash
generation. In addition to its well-recognized global real estate
brokerage RE/MAX brand, the company's credit profile also benefits
from its Motto Mortgage brand in the US. The company's Motto brand
is still small relative to RE/MAX but is growing rapidly as
evidenced by the number of franchises sold and will play a
significant part of the company's future growth.
With projected FY2021 Debt/EBITDA in the 2.4x-2.6x range and
EBITA/Interest approaching 8x (both ratios Moody's adjusted),
RE/MAX's credit metrics are very strong for the rating category but
governance risks constrain positive rating movement. Governance
risks we consider in RE/MAX's credit profile include the risk of
more aggressive financial policies and the potential for a
re-leveraging of the balance sheet to acquire independent regions.
Moody's believes the company's financial policies are evolving now
that the founder no longer retains majority voting control and as
the company's public status subjects it to increased investor
scrutiny and shareholder activism. RE/MAX's concentrated ownership
by its founder and affiliates (around 42%) and a lack of a publicly
defined succession plan also present credit risk. However, such
risk is partially mitigated by its listed status and the presence
of independent directors on the board.
The rating also recognizes ongoing risks from the pandemic,
cyclicality of the housing market and the potential for new
entrants. Demographic and societal trends which would lead to a
significant adoption of online alternatives to full-service agents
is a long-term risk that could hurt RE/MAX's growth prospects and
profitability. RE/MAX and other traditional real estate brokerage
firms were already under competitive pressure from non-traditional
technology-enabled competitors before the COVID-outbreak. These
competitors include some that offer deeply discounted commissions
to consumers and other newer entrants, including iBuyers, such as
Redfin and Zillow, and the virtual brokerage platform of eXp
Realty. However, RE/MAX's performance during the pandemic has
demonstrated that the role of a real estate agent is invaluable in
the home selling/buying process even when customers use digital
platforms in initial stages of the transaction. However, social
trends toward heavier reliance on digital platforms present a
long-term risk that could hinder traditional real estate brokerages
that are not adapting to a changing environment quickly enough.
LIQUIDITY
The SGL-1 Speculative Grade Liquidity rating reflects the company's
very good liquidity supported by predictable free cash flow
generation, substantial cash on balance sheet, and low capital
investment needs. Moody's expects that RE/MAX will fund itself
through internally generated cash flow and cash on hand over the
next 12-18 months. The company's cash balance was about $83 million
as of September 30, 2020. Moody's expects the company to generate
free cash flows (after dividends) in the $30 - $35 million range in
2021. In combination with cash on hand, internal cash flows are
sufficient to meet basic cash needs including $8-$10 million in
annual capex, $2.4 million in term loan amortization and $40-$50
million in member distributions this year.
The company's $10 million undrawn revolver expires on December 15,
2021 and Moody's expects that RE/MAX will take the necessary steps
to ensure uninterrupted access to a credit line. Moody's also
expects that the revolver will remain undrawn until expiration. The
size of the current commitment is small compared to the company's
fixed charges, covering about 8 months' worth of debt service. The
revolver is subject to two springing financial maintenance
covenants (maximum net leverage of 4x and minimum interest coverage
of 3x, as defined in the facility agreement), which come into
effect only when the revolver is drawn. Moody's does not expect the
covenants to spring, but should the covenant be tested, the cushion
over the requirements is expected to be at least 25% or more.
The stable outlook reflects Moody's expectations for mid-single
global growth in agent count to drive high single digit revenue
growth and good liquidity. The stable outlook also anticipates that
RE/MAX will repay or refinance its 2023 debt maturities well in
advance of their due dates.
FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if RE/MAX commits to maintaining
conservative financial policies such that Debt/EBITDA is maintained
below 3x (Moody's adjusted) as it continues to expand the size and
scope of revenues through product and regional expansion. An
upgrade will also require that RE/MAX maintains very good
liquidity, including an extended debt maturity profile.
The ratings could be downgraded if liquidity weakens, or an
aggressive financial policy or earnings decline leads to
deterioration in credit metrics such that Moody's expects
Debt/EBITDA to be sustained over 4x or FCF-to-debt declines to
under 8% (all metrics are Moody's adjusted).
RE/MAX, LLC (RE/MAX) operates as a franchiser of real estate
services in the U.S., Canada, and internationally and mortgage
brokerage services in the U.S. RE/MAX derives its revenues
primarily from continuing franchise fees, annual dues, broker fees,
new franchise sales and renewals, and other revenue. RE/MAX, LLC is
a subsidiary of RE/MAX Holdings Inc. (NYSE: RMAX) and is
headquartered in Denver, Colorado. Moody's estimates RE/MAX's 2020
revenues of around $260 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
REALPAGE INC: Moody's Gives B3 CFR & Rates $3BB 1st Lien Loans B2
-----------------------------------------------------------------
Moody's Investors Service has assigned a B3 Corporate Family Rating
and a B3-PD Probability Default Rating to first time issuer
RealPage, Inc. In the same rating action, Moody's has assigned B2
ratings to RealPage's proposed $2.75 billion first lien term loan
and $250 million first lien revolving facility. The proceeds from
the new first lien debt and a new $1.0 billion second lien term
loan will be used to partially fund private equity firm's Thoma
Bravo's purchase of RealPage. The ratings are subject to the
transaction closing as proposed and review of the final
documentation. The outlook is stable.
Moody's has assigned the following ratings:
Issuer: RealPage, Inc.
Corporate Family Rating, B3
Probability of Default Rating, B3-PD
Senior Secured First Lien Revolving Credit Facilities, B2 (LGD3)
Senior Secured First lien Term Loan, B2 (LGD3)
Outlook Actions:
Outlook, Assigned Stable
RATINGS RATIONALE
RealPage's B3 CFR rating reflects the company's elevated debt to
EBITDA ratio while also considering its sound market position in
the niche segment of software solutions for rental housing. Moody's
estimates that the company's debt to EBITDA ratio will be close to
15x when the transaction closes but would decline to 7.5-8x by YE
2022 if the management achieves the forecast cost savings. This
calculation does not incorporate any new acquisitions or include
the standard adjustment for stock compensation, both being factors
that could weaken this metric, but includes the adjustment for
operating leases and the expensing of capitalized R&D. The
potential for further deterioration in the metric due to weakness
in earnings is, however, limited given the company's long track
record in this segment and the predictability of its revenue
stream.
The company has built a sizeable platform over the last 22 years
with 12400 clients who own/manage 19.7 million units across product
types such as market rate rentals, affordable housing and student
housing among others. Over the last three years, through YE 2020,
RealPage's revenues grew by 20% CAGR and operating income grew by
50%. The subscription business has generally accounted for a
substantial portion of revenue in the last few years, 89% in 2020,
and the high unit retention rate, above 95% in the 2018-2020
period, is an additional credit positive. Acquisitions have been an
important component of RealPage's growth strategy with the company
having acquired 13 entities for over $1.1 billion since YE 2017.
The company's concentrated ownership structure after the LBO
transaction is completed is an important governance consideration,
especially with regard to the potential for aggressive financial
policy. Good liquidity, including the expectation that revolver
will remain largely undrawn, is supported by stable operational
cash flow. Nevertheless, acquisitions, even at a slower pace, could
necessitate new capital, including additional debt.
As proposed, the new first lien credit facility is expected to
provide covenant flexibility that could adversely impact creditors,
including incremental debt capacity up to the sum of i) the greater
of 1.0x of EBITDA at LBO and 100% of consolidated EBITDA for the
trailing four fiscal quarters (reduced by debt incurred under the
second lien facility free and clear basket, or as part of the Ratio
Debt basket or Ratio Acquisitions Debt basket) plus ii) an amount
such that (a) pro forma consolidated first lien net leverage ratio
is equal to or less than closing date leverage (for pari passu
first lien debt); (b) pro forma consolidated senior secured net
leverage is equal to or less than the closing date leverage (for
secured debt junior to the first lien); and (c) either pro forma
consolidated total net leverage ratio is equal to or less than
closing date leverage plus 0.50x or the interest coverage ratio is
not less than 1.75x (for debt that is unsecured, junior to the
second lien or secured by non-collateral). Alternatively, if
incurred in connection with a permitted acquisition or investment,
the ratio tests can be all satisfied so long as leverage does not
increase or the interest coverage does not decrease on a pro forma
basis. An amount up to the greater of 1.0x of EBITDA at LBO and
100% of TTM EBITDA can be incurred with an earlier maturity than
the first lien term loan.
Other conditions that increase covenant flexibility to the
detriment of creditors include: the requirement that only
wholly-owned subsidiaries act as subsidiary guarantors, raising the
risk that guarantees may be released following a partial change in
ownership; the ability to transfer assets to unrestricted
subsidiaries, subject to a blocker provision limiting the transfer
of intellectual property which is material to the business of the
company and its restricted subsidiaries (taken as a whole); and
step downs of mandatory repayment provisions for asset sale
proceeds to 50% and 0% based on achieving reductions to the closing
date consolidated first lien net leverage ratio, minus 0.50x and
1.00x, respectively.
The proposed terms and the final terms of the credit agreement can
be materially different.
The stable outlook reflects Moody's expectation that demand for
RealPage's products and service will grow, operating earnings will
remain healthy and its liquidity profile will continue to be
sound.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if debt to EBITDA is consistently
below 7.0x, FCF/ Debt remains comfortably above 5% and the company
exhibits a more conservative financial strategy.
The ratings could be downgraded if RealPage's revenue contracts
materially from current levels and the company begins to generate
free cash flow deficits leading to expectations for diminished
liquidity or if the company adopts more aggressive financial
policy.
RealPage, Inc., headquartered in Richardson, Texas is a software
and data analytics company that provides solutions and services to
the multifamily real estate industry. For YE 2020, the company
reported $1.2 billion of revenue and $322 million of EBITDA (their
calculation). The company will be owned by private equity firm
Thoma Bravo at the close of the transaction.
The principal methodology used in these ratings was Software
Industry published in August 2018.
REDFISH COMMONS: Unsecureds to Recover 100% on Effective Date
-------------------------------------------------------------
Redfish Commons LLC filed a First Amended Plan of Reorganization
and a corresponding Disclosure Statement on Feb. 12, 2021.
In the plan filed in December -- which was labeled as a plan of
liquidation -- the Debtor intended to distribute the proceeds from
the sale or refinancing of its 2.682-acre shopping center in
Gonzales, La., to pay holders of allowed claims and interests.
This time, in the First Amended Plan, the Debtor says it intends to
obtain third-party financing to complete necessary buildouts and
increase its cash flow so that it can refinance the shopping center
to pay holders of allowed claims and interests.
The Amended Plan provides:
* Allowed Priority Claims will be paid in full on the Effective
Date;
* Allowed General Unsecured Claims that are not Intercompany
Claims will be paid in full on the Effective Date;
* The Secured Claim of First Bank & Trust will be paid in full
through periodic payments; and
* Allowed Interests, i.e. its members, will retain their
membership interests in Redfish Commons.
The original Plan had contemplated that general unsecured claims
will be paid in full within two years of the Effective Date.
A copy of the Amended Disclosure Statement filed Feb. 12, 2021, is
available at https://bit.ly/2ZmzkyC
About Redfish Commons
Redfish Commons, L.L.C., based in Baton Rouge, LA, filed a Chapter
11 petition (Bankr. M.D. La. Case No. 20-10553) on Aug. 5, 2020.
In the petition signed by Michael D. Kimble, manager, the Debtor
was estimated to have $1 million to $10 million in both assets and
liabilities. STERNBERG, NACCARI & WHITE, LLC, serves as bankruptcy
counsel to the Debtor.
RFA FRONTINO: Wins Interim Cash Collateral Access
-------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York has
authorized RFA Frontino LLC to use cash collateral on an interim
basis and provide adequate protection until the issuance of any
amended, further or final order on the use of Cash Collateral.
The Debtor is authorized to use Cash Collateral to pay operating
expenses, prepetition wages and associated benefits of non-insider
employees, as requested in the Motion and in accordance with the
budgets provided to the Court.
As adequate protection for the Debtor's use of Cash Collateral,
JPMorgan Chase Bank, N.A. and the U.S. Small Business
Administration are each granted replacement liens in all
unencumbered property of the estates, excluding avoidance causes of
action arising under Chapter 5 of the Bankruptcy Code. The
replacement liens will have the same priority relative to each
other as was had by the Prepetition Secured Lenders' prepetition
liens. The Debtor is also directed to provide any agreed reporting
and pay the agreed January 2021 adequate protection. The
Prepetition Secured Lenders will retain their rights under Section
507(b).
The post-petition Liens granted will constitute valid, enforceable,
and duly perfected security interests and liens without the
necessity of the Debtor executing any documents or Bank recording
or filing any documents.
A copy of the order is available at https://bit.ly/3qpGsWN from
PacerMonitor.com.
About RFA Frontino LLC
RFA Frontino LLC -- https://rfafrontino.com/ -- provides
preconstruction, construction management and general contracting
services for various buildings in the New York City area. It sought
protection under Chapter 11 of the U.S. Bankruptcy Court (Bankr.
E.D. N.Y. Case No. 20-73676) on December 23, 2020. In the petition
signed by Anthony Frontino, vice president, the Debtor disclosed
$5,454,152 in assets and $2,508,159 in liabilities.
Judge Alan S. Trust oversees the case.
Scott A. Steinberg, Esq. at MELTZER, LIPPE, GOLDSTEIN &
BREITSTONE, LLP is the Debtor's counsel.
RISING PHOENIX: Says Objections Resolved, Touts Consensual Plan
---------------------------------------------------------------
Rising Phoenix Investments, LLC, asks the Colorado Bankruptcy Court
to convert the one-day evidentiary hearing on confirmation of the
Debtor's Sub-Chapter V Plan of Reorganization set for Feb. 19,
2021, to a status conference on confirmation. The Debtor also
submitted a proposed order confirming its Amended Plan, which is
now a consensual plan.
The hearing is set to start at 9:30 a.m.
The Debtor explained an agreement have been reached resolving the
objections to confirmation. The Debtor filed an Amended Plan on
Feb. 11, 2021, that incorporates the resolution reached by the
parties.
There were two objections to confirmation of the Original Plan.
One filed by the IRS and the other by Dumindu & Seun, LLC. Counsel
for the Debtor and the objecting parties have conferred as to the
Amended Plan and resolved all of the outstanding objections. D&S
and IRS have withdrawn their objections.
Robertson B. Cohen, counsel for the Debtor, believes the
requirements of 11 U.S.C. Sec. 1191 and by incorporation Sec.
1129(a) are met and that this plan is confirmable as a consensual
Subchapter V pursuant to Sec. 1191.
Mr. Cohen asserts the Plan complies with the applicable provisions
of the Bankruptcy Code. The Debtor mailed the Original Plan and
ballot to all creditors and parties in interest for voting on the
plan. Summary of ballots received was filed Dec. 30, 2020.
The Amended Plan, Mr. Cohen notes, improves the position of the
creditors.
The Plan, as amended, provides that:
* General unsecured claims in Class 1 will recover 35% if the
Plan is confirmed under Sec. 1191(a) or 20% if confirmed under
1191(b).
* Holders of general unsecured claims classified as convenience
claims in Class 2 will recover 35% on the Effective Date.
* Equity holder, Viengvone Chittarath, will hold the same equity
position in the reorganized Debtor.
A copy of the Amended Plan filed Feb. 11, 2021, is available at
https://bit.ly/3dkjg8Q
About Rising Phoenix Investments
Rising Phoenix Investments, LLC is a Wheat Ridge, Colo.-based
company that conducts business under the names DS Liquors and Hi Up
Liquors. The company operates a liquor store located at 10065 W.
44th Avenue, Wheat Ridge, Colorado.
Rising Phoenix Investments sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Colo. Case No. 20-15711B) on Aug.
27, 2020. At the time of the filing, the Debtor estimated assets
of between $100,000 and $500,000 and liabilities of between
$500,000 and $1 million. Judge Elizabeth E. Brown oversees the
case. Cohen & Cohen, P.C. is the Debtor's legal counsel.
SCHNELL SERVICES: March 23 Plan Confirmation Hearing Set
--------------------------------------------------------
On Feb. 2, 2021, debtor Schnell Services, LLC filed with the U.S.
Bankruptcy Court for the Eastern District of North Carolina,
Fayetteville Division, a disclosure statement, and a plan.
On Feb. 7, 2021, Judge Joseph N. Callaway conditionally approved
the disclosure statement and ordered that:
* March 17, 2021, is fixed as the last day for filing and
serving written objections to the disclosure statement.
* March 23, 2021, at 10:00 a.m. by Zoom is the hearing on
confirmation of the plan.
* March 17, 2021, is fixed as the last day for filing written
acceptances or rejections of the plan.
* March 17, 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. 7, 2021, is available at
https://bit.ly/3bdZTM6 from PacerMonitor.com at no charge.
Attorney for the Debtor:
Danny Bradford, Esq.
Bradford Law Offices
455 Swiftside Drive, Suite 106
Cary, NC 27518-7198
Telephone: (919) 758-8879
E-mail: Dbradford@bradford-law.com
About Schnell Services
Schnell Services, LLC, is a North Carolina LLC owned solely by
Theodore Hsu. The Company was formed in 2011 and has since
provided tree and debris removal services throughout the
Fayetteville, North Carolina and surrounding areas. Mr. Hsu
manages daily operations.
Schnell Services filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No.
20-03955) on Dec. 21, 2020. At the time of the filing, the Debtor
disclosed assets of between $500,001 and $1 million and liabilities
of the same range. Judge Joseph N. Callaway oversees the case.
Danny Bradford, Esq., at Bradford Law Offices, is the Debtor's
legal counsel.
SEADRILL LTD: Weil Gotshal Represents RigCo Lenders
---------------------------------------------------
In the Chapter 11 cases of Seadrill Limited, et al., the law firm
of Weil, Gotshal & Manges LLP submitted a verified statement under
Rule 2019 of the Federal Rules of Bankruptcy Procedure, to disclose
that it is representing the Ad Hoc Group of RigCo Lenders.
The Ad Hoc Group holding financial indebtedness arising under the
following agreements: (a) $1.35 Billion 4 UDW Facility Credit
Agreement; (b) $450 Million Eminence Facility Credit Agreement; (c)
AOD Facility Credit Agreement; (d) $950 Million Eclipse/Carina
Facility Credit Agreement; (e) Tellus Credit Agreement; (f) $1.50
Billion ECA II Facility Credit Agreement; (g) $2.0 Billion NADL
Facility Credit Agreement; (h) $1.4 Billion Sevan Facility Credit
Agreement; (i) $450 Million Jackup Facility Credit Agreement; and
(j) $440 Million Telesto Facility Credit Agreement.
Counsel represents only the Ad Hoc Group, and does not represent or
purport to represent any other entities with respect to the
Debtors' chapter 11 cases. In addition, each member of the Ad Hoc
Group is acting for its own interest, and does not purport to act,
represent, or speak on behalf of any other entities, including
other affiliated entities that may hold claims against the Debtors,
in connection with the Debtors' chapter 11 cases.
As of Feb. 12, 2021, members of the Ad Hoc Group and their
disclosable economic interests are:
Deutsche Bank AG
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
* Amount under $450 Million
Eminence Facility Credit Agreement: $53,182,705
* Amount under $2.0 Billion
NADL Facility Credit Agreement: $129,764,574
* Amount under Tellus Credit Agreement: $15,611,112
* Amount under AOD Facility Credit Agreement: $26,249,551
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $61,038,690
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $100,625,000
* Amount under $1.50 Billion
ECA II Facility Credit Agreement: $10,714,289
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $25,508,537
* Amount under $450 Million
Jackup Facility Credit Agreement: $14,398,825
Bybrook Capital LLP
Pollen House 10-12 Cork Street
London W1S 3NP
United Kingdom
* Amount under $450 Million
Eminence Facility Credit Agreement: $61,411,745
* Amount under $2.0 Billion
NADL Facility Credit Agreement: $168,643,445
* Amount under Telesto Facility Agreement: $1,921,765
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $51,316,964
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $78,224,999
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $36,095,027
* Amount under $450 Million
Jackup Facility Credit Agreement: $14,177,306
Attestor Capital LLP
7 Seymour Street
London W1H 7JW
United Kingdom
* Amount under $450 Million
Eminence Facility Credit Agreement: $10,588,232
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $18,005,952
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $37,333,333
* Amount under $1.50 Billion
ECA II Facility Credit Agreement: $21,428,952
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $5,000,000
Strategic Value Partners Global, LLC
100 West Putnam Avenue
Greenwich, CT 06830
* Amount under $2.0 Billion
NADL Facility Credit Agreement: $119,340,503
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $56,948,648
Alcentra Asset Management Ltd.
160 Queen Victoria Street
London EC4V 4LA
United Kingdom
200 Park Avenue
7th Floor
New York, NY 10166
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $5,054,652
Capital Management LLP
7-8 Stratford Place
London W1C 1AY
United Kingdom
* Amount under AOD Facility Credit Agreement: $12,448,523
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $4,000,000
Cross Ocean Partners Management LP and/or
Cross Ocean Adviser LLP
20 Horseneck Lane
Greenwich, CT 06830
* Amount under Telesto Facility Agreement: $3,202,941
* Amount under Tellus Credit Agreement: $2,694,445
* Amount under AOD Facility Credit Agreement: $41,170,666
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $28,000,000
Taconic Capital Partners
55 Grosvenor Street, 4th Floor
London W1K 3HY
United Kingdom
280 Park Avenue, 5th Floor
New York, NY 10017
* Amount under Tellus Credit Agreement: $2,138,889
* Amount under $950 Million
Eclipse/Carina Facility Credit Agreement: $5,000,000
* Amount under $1.35 Billion
4 UDW Facility Credit Agreement: $18,666,667
* Amount under AOD Facility Credit Agreement: $9,138,889
* Amount under $1.4 Billion
Sevan Facility Credit Agreement: $27,008,928
Counsel for Ad Hoc Group of RigCo Lenders can be reached at:
WEIL, GOTSHAL & MANGES LLP
Alfredo R. Pérez, Esq.
700 Louisiana Street, Suite 1700
Houston, TX 77002
Telephone: (713) 546-5000
Facsimile: (713) 224-9511
Email: Alfredo.Perez@weil.com
WEIL, GOTSHAL & MANGES LLP
Matthew S. Barr, Esq.
Sunny Singh, Esq.
David J. Cohen, Esq.
767 Fifth Avenue
New York, NY 10153
Telephone: (212) 310-8000
Facsimile: (212) 310-8007
Email: Matt.Barr@weil.com
Sunny.Singh@weil.com
DavidJ.Cohen@weil.com
- and -
WEIL, GOTSHAL & MANGES LLP
Paul R. Genender, Esq.
200 Crescent Court, Suite 300
Dallas, TX 75201
Telephone: (214) 746-7700
Facsimile: (214) 746-7777
Email: Paul.Genender@weil.com
A copy of the Rule 2019 filing, downloaded from PacerMonitor.com,
is available at https://bit.ly/3bc1O3L
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. Houlihan Lokey, 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.
SEARS HOLDINGS: To Close Its Last Store in Louisiana
----------------------------------------------------
Kristen Mosbrucker of The Advocate reports that Sears' last store
in Louisiana will close soon. After 24 years, Sears is closing its
Baton Rouge location at the Mall of Louisiana, the last location in
the state.
The Baton Rouge Sears opened in 1997 when the Mall of Louisiana
opened its doors for the first time. Sears owns its two-level
123,744-square-foot building spanning 8 acres as an anchor of the
mall property.
The mall has been operating with limited customer capacity for
months, with many stores transitioning to curbside pickup during
the early part of the coronavirus pandemic. Management for the Mall
of Louisiana declined comment for this story.
Over the weekend, the company posted two temporary jobs seeking a
cashier and backroom worker to assist during the closure of the
store. It was not immediately clear how many employees the Sears
location has on site.
Similar jobs were posted for the closure of Sears in Long Beach,
Boyle, Sacramento, Clovis and Orange California; Chicago Ridge,
Illinois; Brockton, Massachusetts; Thornton, Colorado; Hilo,
Hawaii; Silver Spring, Maryland; Valley Stream, New York; Brandon,
Florida; Union Gap; Washington; Mesquite, Texas; Dulles, Virginia
among other locations. Forbes reported over the weekend that the
closures will leave only 31 Sears department stores remaining.
In 2017, Sears closed its Cortana Mall location in Baton Rouge
during that shopping center's demise and the Gonzales Kmart, also
owned by the retailer. A developer with close ties to Amazon plans
to demolish Cortana for the construction of a large warehouse
distribution center.
About Sears Holdings Corp.
Sears Holdings Corporation -- http://www.searsholdings.com/--
began as a mail ordering catalog company in 1887 and became the
world's largest retailer in the 1960s. At its peak, Sears was
present in almost every big mall across the U.S., and sold
everything from toys and auto parts to mail-order homes. Sears
claims to be a market leader in the appliance, tool, lawn and
garden, fitness equipment, and automotive repair and maintenance
retail sectors.
Sears and Kmart merged to form Sears Holdings in 2005 when they had
3,500 US stores between them. Kmart emerged in 2005 from its own
bankruptcy.
Unable to keep up with online stores and other brick-and-mortar
retailers, a long series of store closings left it with 687 retail
stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands
as of mid-October 2018. At that time, the Company employed 68,000
individuals.
As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total
assets against $11.33 billion in total liabilities.
Unable to cover a $134 million debt payment due Oct. 15, 2018,
Sears Holdings Corporation and 49 subsidiaries sought Chapter 11
protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15,
2018. The Hon. Robert D. Drain is the case judge.
The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel;
M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as
investment banker; DLA Piper LLP as real estate advisor; and Prime
Clerk as claims and noticing agent.
The U.S. Trustee for Region 2 appointed nine creditors, including
the Pension Benefit Guaranty Corp., and landlord Simon Property
Group, L.P., to serve on the official committee of unsecured
creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP
as legal counsel; FTI Consulting as financial advisor; and Houlihan
Lokey Capital, Inc. as investment banker.
The U.S. Trustee for Region 2 on July 9, 2019, appointed five
retirees to serve on the committee representing retirees with life
insurance benefits in the Chapter 11 cases.
* * *
In February 2019, Bankruptcy Judge Robert Drain authorized Sears
Holdings approval to sell the business to majority shareholder and
CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL
Investments, Inc., won an auction to acquire substantially all of
Sears' assets, including the "Go Forward Stores" on a going-concern
basis. The proposal allowed 425 stores to remain open and provided
ongoing employment to 45,000 employees.
The new parent is Transform SR Brands LLC, doing business as
Transformco, referred to as "New Sears". Transform is an American
privately held company formed on Feb. 11, 2019, to acquire some of
the assets of Sears Holdings Corporation. The new company is owned
by Eddie Lampert's ESL Investments.
SENIOR PRO SERVICES: Unsec. Creditors to Get 100% in 96 Months
--------------------------------------------------------------
Senior Pro Services LLP filed a proposed First Amended Combined
Plan of Reorganization and Disclosure Statement on Feb. 12, 2021.
Under the Plan, holders of secured claims -- the Internal Revenue
Service's $130,269 claim in Class 1A, and Itria Ventures, LLC's
$24,700 claim in Class 5 -- will be paid in full over an extended
time. Itria will receive interest-only payments for 36 months, and
a final principal payment on the 37th month. Because the amount
due to the creditors will be paid over an extended time, the
secured claims are impaired.
Holders of small unsecured claims (each in the amount of $500 or
less) will receive a single payment equal to 100% of their claims.
Holders of other general unsecured claims will receive 100% of
their allowed claims in 96 equal monthly installments. Payments
will be due the 1st day of the month, starting in the first month
following the Effective Date of the Plan or September 2021, which
occurs later.
A copy of the First Amended Combined Plan and Disclosure Statement
filed Feb. 12, 2021, is available at https://bit.ly/3jWcuY7
About Senior Pro Services
Senior Pro Services LLP is a home health care service provider in
San Leandro, California. It sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. C.D. Cal. Case No. 20-40408) on Feb.
22, 2020. The case is assigned to Judge Charles Novack. The
Debtor estimated $1 million to $10 million in assets and $100,000
to $500,000 in liabilities. The petition was signed by Fessha
Taye, the Debtor's manager and chief executive officer. James A.
Shepherd, Esq. at the Law Offices of James Shepherd is the Debtor's
counsel.
SEVEN GENERATIONS: Arc Merger No Impact on Moody's Ba2 Rating
-------------------------------------------------------------
Moody's Investors Service views the announced Seven Generations
Energy Ltd. (7Gen, Ba2) and Arc Resources Ltd. (Arc, unrated)
agreement to merge in an all-stock transaction valued at C$8.1
billion, inclusive of debt, as credit positive. The combined
company will operate as Arc Resources. The transaction has been
unanimously approved by the voting directors of both 7Gen and Arc.
The transaction is expected to close in Q2 2021, subject to the
timing of customary closing conditions, regulatory approvals, and
the approval of shareholders of both 7Gen and Arc.
Arc will have enough liquidity to close the transaction and Moody's
expects that all of 7Gen's senior unsecured notes will be retired
around close. Following the full repayment of 7Gen's rated debt
Moody's will withdraw all ratings on 7Gen.
The merger of 7Gen and Arc is credit positive for 7Gen because its
production base will increase to around 340,000 barrels per day
(bpd) from 180,000 bpd, its asset base becomes more diversified
with the inclusion of Arc's British Columbia Montney and Alberta
light oil acreage, free cash flow generation will improve with
Arc's lower decline rate, and pro forma leverage will improve given
Arc's lower debt levels and stronger leverage metrics.
Seven Generations and Arc Resources are publicly traded, Calgary
Alberta-based exploration and production companies.
SHD LLC: Seeks to Hire Elmore Hupp as Financial Advisor
-------------------------------------------------------
SHD, LLC seeks approval from the U.S. Bankruptcy Court for the
Western District of Virginia to employ Elmore Hupp & Company,
P.L.C. as its financial advisor.
The firm will provide these services:
a. preparing cash flow projections, liquidation analyses and
other financial reports that will support and facilitate the
Debtor's restructuring;
b. preparing monthly operating reports and other data requests
or reporting requirements of the U.S. trustee;
c. assisting the Debtor in preparing for and attending, if
requested, the meetings of creditors pursuant to Section 341 of the
Bankruptcy Code;
d. providing support and testimony, if needed, for motions filed
during the Debtors' cases;
e. assisting the Debtor in gathering documents and preparing
analyses in response to requests of any official committee of
unsecured creditors appointed in the case and other constituents;
f. providing other accounting or administrative functions as may
be required due to unanticipated events or strategic decisions;
and
g. performing such other functions that may be necessary in the
course of the engagement as agreed between the firm and the
Debtor.
The firm will be paid at hourly rates ranging from $125 to $250 and
will be reimbursed for out-of-pocket expenses incurred.
Michael Marrin, a partner at Elmore Hupp, disclosed in a court
filing that the firm is a "disinterested person" as the term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael A. Marrin
Elmore Hupp & Company, P.L.C.
1603 N Coalter St.
Staunton, VA 24401
Tel: (540) 885-7000
About SHD LLC
SHD, LLC filed a voluntary petition for relief under Chapter 11 of
the Bankruptcy Code (Bankr. W.D. Va. Case No. 20-50831) on Nov. 30,
2020. Robert E. Ladd, manager, signed the petition.
At the time of the filing, the Debtor disclosed assets of between
$1 million and $10 million and liabilities of the same range.
Woods Rogers PLC and Elmore Hupp & Company, P.L.C. serve as the
Debtor's legal counsel and financial advisor, respectively.
SIRVA WORLDWIDE: Moody's Affirms Caa1 CFR, Alters Outlook to Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed SIRVA Worldwide Inc.'s ratings,
including its Corporate Family Rating at Caa1 and its Probability
of Default Rating at Caa1-PD. Moody's also affirmed the instrument
ratings on SIRVA's senior secured first lien rating at B3 and
senior secured second lien rating at Caa3. The outlook was revised
to stable from negative.
The following rating actions were taken:
Affirmations:
Issuer: SIRVA Worldwide, Inc.
Corporate Family Rating, Affirmed Caa1
Probability of Default Rating, Affirmed Caa1-PD
Gtd Senior Secured 1st Lien Bank Credit Facility, Affirmed B3
(LGD3)
Gtd Senior Secured 2nd Lien Bank Credit Facility, Affirmed Caa3
(LGD5)
Outlook Actions:
Issuer: SIRVA Worldwide, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
SIRVA's Caa1 CFR broadly reflects its elevated leverage (Moody's
adjusted debt/EBITDA including securitization debt and mortgage
facilities at SIRVA, Inc.) of above 10.0x, weak free cash flow and
inherent cyclicality exacerbated by the ongoing pandemic. The
company's healthy liquidity position is a key mitigant to the weak
credit metrics over the next 12 months. Moody's expects the company
to have good liquidity for the next 12-18 months with $55 million
in incremental debt in late 2020 that shored up liquidity alongside
availability under its revolver, existing cash on the balance sheet
($45 million at the end of 3Q2020) and availability under its
securitization facility. However, the duration and impact of the
coronavirus pandemic on international relocation and travel remains
uncertain and elevates risks. The global recovery will be tied to
the containment of the virus and the rollout and success of
vaccination efforts on a global basis. A prolonged strain on
revenue and margins would pressure the rating, which incorporates
the expectation that long-term debt/EBITDA will remain elevated
until there is meaningful return to pre-pandemic level of
transactions. Exposure to changes in corporate demand and budgets
for relocating employees contributes to the cyclicality of the
business, which is further worsened by its exposure to real estate,
though this exposure is significantly lower than at historic
levels. SIRVA's governance is characterized by an aggressive
financial policy, indicated by its very high leverage. In addition,
the expectation of modest free cash flow for this year constrains
the rating.
The company's integrated service offerings and a global market
presence provides a competitive advantage to support its diverse
customer base including large blue-chip customers. It maintains a
high client retention rate of above 95%. The company's customer
base spans different sectors and most of them have an international
presence and engage in M&A transactions frequently, which can lead
to movement in personnel. The diversity of sectors also exposes the
company to growth and expansion trends that may be more prevalent
in certain sectors (such as technology and healthcare) as compared
to other sectors that are not expanding as much. The company's
relocation segment provides end to end services for the employees
that are relocating domestically and internationally. In the moving
segment, the large moving agent network operated through a
franchise model supports low capital expenditures and a modest
fixed cost base, providing flexibility to adjust operations to
shifts in demand volumes.
The stable outlook reflects Moody's view that although overall
relocation and moving activity will remain at levels below
pre-pandemic levels through this year, volumes will slowly improve
as the quarters progress as borders are opened. During the pandemic
the company saw volumes in corporate relocation drop by
approximately a third as companies put relocation on hold. The
moving segment for non-corporate customers and military however did
not see such a steep drop as domestic moving still occurred.
Moody's expects revenue to grow in the low single digits this year
on a year-over-year basis and free cash flow to be positive.
However leverage and coverage metrics are expected to remain weak
and in line with the Caa1 rating category. SIRVA benefits from the
highly variable nature of costs and some of the cost cutting
measures that were taken in 2020 will continue benefit the company
this year.
Liquidity is good based on an unrestricted cash balance of roughly
$45 million as of September 2020, an undrawn $60 million first lien
revolver due 2023 and positive free cash flow in the $25 million
area over the next 12 months. In addition, the company has a $225
million A/R securitization facility that has approximately $140
million in availability and that is used for pass-through expenses
related to the relocation segment. Moody's anticipates adequate
cushion under the first lien net leverage springing financial
covenant, which applies only when revolver utilization is above 35%
and is set at 5.9x.
The company's $60 million senior secured first lien revolver due
2023 and $435 million first lien term loan due 2025 are each rated
B3, one notch above the Corporate Family Rating (CFR), and reflects
their priority lien on collateral (substantially all domestic
assets excluding the securitization facility) relative to the $115
million senior secured second lien term loan due 2026, which is
rated Caa3, two notches below the CFR. These instrument ratings
reflect a one notch downgrade override to the LGD model-implied
outcome for both the facilities. The override reflects the
uncertainty of loss absorption support from the trade payables in a
default scenario. SIRVA, Inc. has established two special purpose
vehicles to be the borrowers of the securitization facility and the
warehouse lines. These facilities are non-recourse to SIRVA, Inc.
and SIRVA Worldwide, Inc.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if the company's revenue and
earnings continue to decline, debt/EBITDA (Moody's adjusted and
including securitization and mortgage warehouse debt) is sustained
above 10.0x or EBITA/interest remains below 1.0x. Further
deterioration in liquidity, including negative free cash and
increased revolver usage could lead to a downgrade.
The ratings could be upgraded if market uncertainty subsides and
relocation and moving volumes pick up significantly that then leads
to earnings and free cash flow improvement. The ratings could also
be upgraded if debt/EBITDA (Moody's adjusted and including
securitization and mortgage warehouse debt) is sustained below 7.0x
and EBITA/interest remains above 1.0x.
SIRVA, headquartered in Oakbrook Terrace, Illinois, provides
outsourced relocation and moving services to the corporate,
consumer, and government sectors. The company operates in three
main segments: North America Relocation, North America Moving and
Rest of the World (includes moving and relocation). Net service
revenue for the twelve months ended September 30, 2020 was $1.35
billion. The company is owned by affiliates of Madison Dearborn
Partners, LLC (MDP).
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
STUDIO MOVIE: Rosedale Bakersfield Opposes to Disclosure Statement
------------------------------------------------------------------
Rosedale Bakersfield Retail VI, LLC, a lessor, creditor, and
party-in-interest, objects to Exhibit D of the Disclosure Statement
of Studio Movie Grill Holdings, LLC and Jointly Administered
Debtors.
Rosedale is the landlord of an unexpired lease with one of the
Debtors' entities, Movie Grill Concepts XXXV, LLC, as assignee of
Movie Grill Concepts XX, LLC. While negotiations are presently
underway between Debtors and Rosedale over a modification of the
Lease, it is unknown at this time if an agreement will be reached
so this protective and limited objection is required to be filed.
Rosedale objects to Exhibit D to the Disclosure Statement as it
includes in Debtors' Liquidation Analysis Rosedale's FF&E that
Debtors do not own.
Rosedale claims that the ownership of Rosedale's FF&E likely
becomes irrelevant for Plan purposes if the Plan is confirmed and
the Lease is assumed. Moreover, since the Debtors' Liquidation
Analysis estimates zero distributions for unsecured creditors in a
liquidation, removing Rosedale's FF&E from the list of assets to be
liquidated just makes an already negative number more negative.
On Jan. 13, 2021, Rosedale filed its Objection to Assumption
Including Cure Amount in Amended Notice of Unexpired Leases Which
May Be Assumed, Etc. Rosedale incorporates by reference the
previous objection it filed as Debtors schedule no pre-petition
arrearage due Rosedale in their Schedules to the Disclosure
Statement.
Counsel for Rosedale Bakersfield:
DENTONS US LLP
Glenn A. Ballard, Jr.
Texas Bar No. 01650200
2000 McKinney Street, Suite 1900
Dallas, Texas 77201
Tel: (214) 259-0999
E-mail: Glenn.Ballard@Dentons.com
- and -
DENTONS US LLP
Jess R. Bressi
California State Bar No. 110264
4675 MacArthur Court,
Suite 1250
Newport Beach, CA 92660
Tel: (949) 241-8967
E-mail: Jess.Bressi@Dentons.com
About Studio Movie Grill
Studio Movie Grill and its affiliates operate a chain of movie
theatres that include full-service dining during the show. Studio
Movie Grill is based in Dallas and runs 33 theater-restaurants.
Studio Movie Grill Holdings, LLC, and its affiliates sought Chapter
11 protection (Bankr. N.D. Tex. Case No. 20-32633) on Oct. 23,
2020. Studio Movie Grill was estimated to have $50 million to $100
million in assets and $100 million to $500 million in liabilities.
The Hon. Stacey G. Jernigan is the case judge.
The Law Offices of Frank J. Wright, PLLC, is the Debtors' counsel.
Donlin Recano is the claims agent.
TECHNICAL COMMUNICATIONS: All 3 Proposals Passed at Annual Meeting
------------------------------------------------------------------
Technical Communications Corporation held its 2021 annual meeting
of shareholders at its executive offices in Concord, MA, on Feb. 8,
2021, at which the stockholders:
(a) elected Carl H. Guild, Jr. and Thomas E. Peoples as
Class III directors to serve on the Board of Directors for
a
term of three years expiring at the 2024 Annual Meeting of
Stockholders;
(b) approved on an advisory, non-binding basis, the compensation
of the Company's named executive officers; and
(c) ratified the appointment of Stowe & Degon, LLC as the
Company's independent registered public accounting firm for
the fiscal year ending Sept. 25, 2021.
About Technical Communications
Concord, Massachusetts-based Technical Communications Corporation
-- http://www.tccsecure.com-- specializes in secure communications
systems and customized solutions to protect highly sensitive voice,
data and video transmitted over a wide range of networks, serving
government entities, military agencies, and corporate enterprises.
Technical Communications reported a net loss of $910,650 for the
year ended Sept. 26, 2020.
Stowe & Degon LLC, in Westborough, Massachusetts, the Company's
auditor since 2019, issued a "going concern" qualification in its
report dated Dec. 28, 2020, citing that the Company has an
accumulated deficit, has suffered significant net losses and
negative cash flows from operations and has limited working capital
that raises substantial doubt about its ability to continue as a
going concern.
TEN OAKS FITNESS: Seeks to Hire Coyle Law Group as Legal Counsel
----------------------------------------------------------------
Ten Oaks Fitness Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Maryland to employ The Coyle Law Group as its
legal counsel.
The firm will provide these services:
a. legal advice in the continued possession and management of
the Debtor's business;
b. preparation of schedules and statements required by the
Bankruptcy Code, Bankruptcy Rules or Local Bankruptcy Rules;
c. representation of the Debtor in connection with any
proceedings for relief from stay which may be instituted in the
bankruptcy court;
d. representation of the Debtor at any meetings of creditors
convened pursuant to Section 341 of the Bankruptcy Code;
e. preparation of legal papers, including the Debtor's
disclosure statement and Chapter 11 plan;
f. representation of the Debtor in collateral litigation; and
g. other legal services necessary to administer the Debtor's
Chapter 11 case.
The firm will be paid at these rates:
Attorneys $375 per hour
Paralegals $125 per hour
The firm will also be reimbursed for out-of-pocket expenses
incurred.
Michael Coyle, Esq., a partner at The Coyle Law Group, disclosed in
a court filing that the firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Michael P. Coyle, Esq.
The Coyle Law Group
7061 Deepage Drive, Suite 101B
Columbia, MD 21045
Tel: (443) 545-1215
Email: mcoyle@thecoylelawgroup.com
About Ten Oaks Fitness
Ten Oaks Fitness, Inc. filed a Chapter 11 bankruptcy petition
(Bankr. D. Md. Case No. 21-10313) on Jan. 18, 2021, disclosing
under $1 million in both assets and liabilities. The Debtor is
represented by The Coyle Law Group, LLC.
TESLA INC: Moody's Completes Review, Retains B2 CFR
---------------------------------------------------
ratings of Tesla, Inc. and other ratings that are associated with
the same analytical unit. The review was conducted through a
portfolio review discussion held on February 8, 2021 in which
Moody's reassessed the appropriateness of the ratings in the
context of the relevant principal methodology(ies), recent
developments, and a comparison of the financial and operating
profile to similarly rated peers. The review did not involve a
rating committee. Since January 1, 2019, Moody's practice has been
to issue a press release following each periodic review to announce
its completion.
This publication does not announce a credit rating action and is
not an indication of whether or not a credit rating action is
likely in the near future. Credit ratings and outlook/review status
cannot be changed in a portfolio review and hence are not impacted
by this announcement.
Key rating considerations
Tesla's B2 corporate family rating reflects the progress the
company has made in achieving a sustainable position in the auto
industry as a specialized producer of battery electric vehicles
(BEVs). Moody's believes Tesla will maintain leadership in BEVs
even as competitive challenges increase, provided it makes
meaningful progress in improving operating efficiencies. Tesla
needs to make inroads to lower the average price of the Model 3 and
Model Y in order to expand its customer base and eventually
increasing its size and scale. In addition, Tesla must contend with
introducing its models in the European and Chinese markets and to
compete against automotive OEMs that are devoting massive amounts
of capital to vehicle electrification and are highly capable of
mass producing technologically complex products. Moody's expects
Tesla to continue to improve its margins in 2021 while generating
positive free cash flow. Tesla will be challenged by both the
aggressive introduction of BEVs by traditional automotive
manufacturers and by the semiconductor chip shortage.
The principal methodology used for this review was Automobile
Manufacturer Industry published in June 2017.
TIER ONE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Tier One, LLC
P.O. Box 1422
Aliquippa, PA 15001
Business Description: Tier One, LLC provides support activities
for mining.
Chapter 11 Petition Date: February 15, 2021
Court: United States Bankruptcy Court
Western District of Pennsylvania
Case No.: 21-20304
Debtor's Counsel: Robert O. Lampl, Esq.
ROBERT O LAMPL LAW OFFICE
Benedum Trees Building
223 Fourth Avenue, 4th Floor
Pittsburgh, PA 15222
Tel: 412-392-0330
E-mail: rlampl@lampllaw.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Frank Catroppa, manager.
A copy of the petition containing, among other items, a list of the
Debtor's 20 largest unsecured creditors is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/7PB6UVY/Tier_One_LLC__pawbke-21-20304__0001.0.pdf?mcid=tGE4TAMA
TRC COMPANIES: Moody's Affirms B2 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed TRC Companies, Inc.'s B2
corporate family rating, B2-PD probability of default rating and
the B2 ratings on the company's senior secured first lien credit
facilities. At the same time, the outlook was revised to stable
from negative.
"The revision of TRC's outlook to stable from negative is driven by
our expectation that leverage will be sustained below 6x while the
company maintains a good liquidity profile," said Andrew MacDonald,
Moody's AVP-Analyst. "Favorable backlog trends in the company's
power and infrastructure segments support low single digit
percentage revenue growth that when combined the cost savings
measures taken during the COVID pandemic and a recent term loan
repricing should lead to good free cash flow generation during the
next 12 months."
Affirmations:
Issuer: TRC Companies, Inc.
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured Bank Credit Facility, Affirmed B2 (LGD3)
Outlook Actions:
Issuer: TRC Companies, Inc.
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
TRC's B2 CFR reflects Moody's expectation for low single digit
revenue growth and elevated leverage at 5.7x for the twelve months
ended December 25, 2020 that will gradually improve to the
mid-to-low 5x range during the next 12 to 18 months. Steady growth
is expected in the company's power and infrastructure segments
owing to demand for advanced energy services and government support
for infrastructure spending. Meanwhile, the cyclically depressed
oil and gas industry will continue to negatively impact field
services revenue and environmental services will be negatively
pressured by a weak commercial real estate market. Nonetheless, the
overall expectation for revenue and earnings growth is net positive
with potential upside should the US federal government support
increased infrastructure spending initiatives. EBITDA margins at
16% have improved from the historical 14% to 15% range from revenue
mix shifting to higher margin services in the power segment and
cost savings implemented during the pandemic. Nonetheless, there
are uncertainties inherent to contract cost estimating, meeting
performance standards, and the involvement of subcontractors that
impose risks to ultimate profitability levels. Additional support
comes from the company's diverse customer base and ends markets
(power, infrastructure, environmental, field services, and digital
solutions) with high customer retention rates and a visible backlog
of work. The company's liquidity is considered good and is
supported by Moody's expectation of about $40 million of free cash
flow per annum and existing cash balances of $88 million with an
undrawn $80 million revolver at December 25, 2020. Governance risk
is considered high given TRC's acquisitive growth strategy and
private equity ownership that could prioritize shareholder returns
over debt repayment.
The stable outlook reflects Moody's expectation of at least low
single-digit organic revenue growth and EBITDA margins maintained
at around 16% as some temporary cost savings unwind as travel
expenses return to normal spending levels in 2021. Absent material
debt-funded acquisitions, debt-to-EBITDA leverage should gradually
improve to the mid-to-low 5.0x range as earnings grow and debt is
reduced using free cash flow and existing cash balances.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be downgraded if revenue or earnings decline such
that Moody's-adjusted debt-to-EBITDA is expected to remain above
6x. A deterioration in liquidity, debt-funded acquisitions or
special dividends, or free cash flow-to-debt sustained below 2%
could also lead to a downgrade.
Ratings could be upgraded if earnings growth or debt reduction lead
to Moody's-adjusted debt-to EBITDA sustained below 4x and sustained
free cash flow-to-debt above 8%. TRC's financial strategies would
also need to support metrics remaining at these levels.
Headquartered in Windsor, CT, TRC is a national engineering,
consulting, and construction management firm that services utility,
commercial & industrial, infrastructure and energy markets. The
company serves a broad range of industrial, commercial, and
government clients by managing projects from initial concept and
design to delivery and operations. TRC is owned by affiliates of
New Mountain Capital, LLC. Net service revenue for the twelve
months ended December 25, 2020 was $727 million.
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
TTK RE ENTERPRISE: Seeks to Use Cash Collateral Until June 1
------------------------------------------------------------
TTK RE Enterprise LLC asks the U.S. Bankruptcy Court for the
District of New Jersey to authorize the extension of its cash
collateral use through and including June 1, 2021.
The Debtor contends it has entered into a Consent Order on Amended
Final Order Authorizing Use of Cash Collateral and Order Resolving
Motion to Prohibit Use of Cash Collateral with Situs Properties,
which allowed the Debtor to continue to use the cash collateral in
which Situs asserts an interest, pursuant to the terms and
conditions set forth in the Amended Final Cash Collateral Order,
through and including February 1, 2020. The Debtor further
contends the Consent Order was modified by an Amended Consent Order
on November 12, 2020, which corrected the date through which the
Debtor would be authorized to continue to use the Situs cash
collateral until February 1, 2021.
The Debtor tells the Court it has agreed to a form of Order, which
permits the Debtor to continue to use the Situs cash collateral
through and including June 1, 2021. The Debtor continues to market
and sell the properties that consist Situs' collateral, and is
continuing to work to obtain funding to satisfy Situs' Allowed
Secured Claim. The Debtor submits that the entry of the Order is
in the best interest of the Debtor and the estate.
About TTK RE Enterprise
TTK RE Enterprise LLC is a privately held company in Somers Point,
New Jersey. The Company is the 100% owner of 48 real estate
properties in New Jersey having a total value of $9,265,000.
TTK RE Enterprise LLC sought Chapter 11 protection (Bankr. D.N.J.
Case No. 19-30460) on Oct. 29, 2019, in Camden, New Jersey. In the
petition signed by Emily K. Vu, president, the Debtor disclosed
total assets of $9,269,950, and total liabilities of $6,432,457.
Judge Jerrold N. Poslusny Jr. oversees the case.
TTK RE Enterprise LLC is represented by:
E. Richard Dressel, Esq.
LEX NOVA LAW
Limited Liability Company
1810 Chapel Avenue West, Suite 200
Cherry Hill, NJ 08002
Telephone: 856-382-8211
Email: rdressel@lexnovalaw.com
TUPPERWARE BRANDS: Inks Fifth Amendment to O'Connor Purchase Deal
-----------------------------------------------------------------
As previously disclosed on a Form 8-K filed with the Securities and
Exchange Commission on July 27, 2020, Tupperware Brands Corporation
entered into a definitive purchase and sale agreement with O'Connor
Management LLC, whereby O'Connor agreed to purchase approximately
740 acres of the Company's property in Orlando, Florida, inclusive
of 500 acres of wetlands, comprising all remaining Company-owned
land in Orlando. On Feb. 12, 2021, the Company entered into a
fifth amendment to the Purchase and Sale Agreement with O'Connor,
which amendment, among other things:
* Alters the timing and amount of required deposits required for
the closing, as well as the ability to seek refund for those
deposits;
* Confirms that O'Connor has completed all required due
diligence;
* Revises the closing date to provide that closing will occur 60
days after the payment of the Third Additional Deposit (as
defined in the fifth amendment to the Purchase and Sale
Agreement);
* Extends the due date for delivery of the survey and any title
objections;
* Provides the Company with the right to accept back up
contracts
from parties other than O'Connor, with O'Connor having the
option to match any competing offer that is superior to
O'Connor's original offer in the Purchase and Sale Agreement,
as amended;
* Sets out a new timeline for required soil remediation
efforts;
* Permits the Company to unilaterally terminate the Purchase and
Sale Agreement if the Third Additional Deposit is not paid by
March 29, 2021; and
* Requires O'Connor to expeditiously pursue and use commercially
reasonable efforts to obtain funding, lending, and/or
investment commitments.
The Company can make no assurances that the remaining closing
negotiated between the Company and O'Connor pursuant to the fifth
amendment to the Purchase and Sale Agreement, will be consummated.
About Tupperware Brands
Tupperware Brands Corporation -- http://www.tupperwarebrands.com--
is a global manufacturer and marketer of innovative, premium
products through social selling. Product brands span several
categories including design-centric food preparation, storage and
serving solutions for the kitchen and home through the Tupperware
brand and beauty and personal care products through the Avroy
Shlain, Fuller Cosmetics, NaturCare, Nutrimetics and Nuvo brands.
As of Sept. 26, 2020, the Company had $1.19 billion in total
assets, $1.43 billion in total liabilities, and a total
shareholders' deficit of $244 million.
* * *
As reported by the TCR on Feb. 12, 2021, Moody's Investors Service
has withdrawn all ratings for Tupperware Brands Corporation
including the company's Caa2 Corporate Family Rating. Moody's had
withdrawn all of Tupperware's ratings following the company's
disclosure on December 3, 2020 that it completed the redemption of
all of its outstanding 4.75% senior unsecured notes due June 1,
2021.
U.S. GLOVE: Case Summary & 13 Unsecured Creditors
-------------------------------------------------
Debtor: U.S. Glove, Inc., a New Mexico corporation
6801 Washington St. NE
Albuquerque, NM 87109
Business Description: Based in Albuquerque, New Mexico, US Glove
-- https://www.usglove.com -- manufactures
grips and wrist supports used by athletes.
Chapter 11 Petition Date: February 14, 2021
Court: United States Bankruptcy Court
District of New Mexico
Case No.: 21-10172
Judge: Hon. David T. Thuma
Debtor's Counsel: Thomas D. Walker, Esq.
WALKER & ASSOCIATES PC
500 Marquette N.W., Suite 650
Albuquerque, NM 87102
Tel: 505-766-9272
E-mail: twalker@walkerlawpc.com
Estimated Assets: $100,000 to $500,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Randoph Chalker, authorized person.
A copy of the Debtor's list of 13 unsecured creditors is available
for free at:
https://www.pacermonitor.com/view/G7AI6AA/US_Glove_Inc_a_New_Mexico_corporation__nmbke-21-10172__0003.0.pdf?mcid=tGE4TAMA
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/GUHXGGY/US_Glove_Inc_a_New_Mexico_corporation__nmbke-21-10172__0001.0.pdf?mcid=tGE4TAMA
UNIVERSAL TOWERS: Expects to Enter Into Deal With UTI and UTB
-------------------------------------------------------------
Universal Towers Construction, Inc. (UTC) filed a First Amended
Plan of Liquidation and a corresponding Disclosure Statement on
Feb. 9, 2021.
The overall purpose of the Plan is to provide for the orderly sale
and liquidation of the Debtor's assets, including the Debtor's
primary asset, the 400-room Crowne Plaza Hotel located on Universal
Boulevard in Orlando, Florida, in a manner designed to maximize
recoveries to all stakeholders. The Debtor believes the Plan
provides the best means currently available for the orderly
liquidation of the Debtor's assets and the best recoveries possible
for Holders of Claims and Interests against the Debtor.
As set forth in the Listing Agreement executed by the Debtor,
Fisher and HREC, upon closing of the sale of the Hotel, the buyer
of the Hotel shall pay a 3% buyer's premium to Debtor. In the
event there is a buyer's broker, such buyer's broker, Fisher and
HREC shall be entitled to a 1% sale commission to be paid
exclusively from the 3% buyer's premium.
UTB and UTI Compromise
In or around 2015, while Mr. Francisco Bomfim was the sole director
and president of UTC, UTC invested $3.2 million into a Brazilian
cattle ranch operating as Universal Towers Brasil Pecuaria, LTDA, a
Brazilian corporation ("UTB"). As of the Petition Date, the Debtor
was and remains the beneficial holder of five promissory notes
issued by UTB and UTI.
UTB failed to make certain required interest payments in the
aggregate amount of (i) $52,500 due under the $500,000 Note
(payments due on September 30, 2019, and September 30, 2020), and
(ii) $29,750 due under the $700,000 Note on Sept. 30, 2020. UTI
did not make the annual interest payments due under the UTI Note on
May 24, 2019, in the amount of $48,557, and on May 24, 2020, in the
amount of $46,035. As of October 30, 2020, the aggregate amount of
interest accrued under all Notes was approximately $270,164.
According to the First Amended Disclosure Statement, the Debtor and
its counsel have negotiated with UTB and Universal Towers
Investimentos e Participacoes, LTDA, aka Universal Towers
Investimentos, LTDA, a Brazilian corporation ("UTI") regarding
repayment of the Notes. The Debtor and its counsel have determined
that, at present, and until the UTB assets are sold, neither UTB
nor UTI has the ability to make payments to UTC under any of the
Notes. However, the Debtor anticipates that the Notes will be
repaid in full, including repayment of all accrued and unpaid
interest, and prepayment of the Notes not in default, after the
closing of the UTB Sale, which Debtor anticipates will be no later
than July 2021. The Debtor anticipates that it will enter into a
compromise with both UTB and UTI regarding the timing of repayment
of the outstanding interest and principal of the Notes, which will
provide for a catch-up payment of outstanding interest in or around
February 2021. The Debtor, in its business judgment, has
determined that entering into such compromise to be repaid the
Notes in full after the UTB Sale is the most efficient way to
recover the amounts outstanding under the Notes. The Debtor will
file and request approval of such compromise pursuant to Rule 9011,
Fed. R. Bankr. P.
Treatment of Claims
On the Effective Date, the Plan provides that Holders of Allowed
Administrative Claims will be paid in full. Holders of Allowed
Unsecured Priority Tax Claims (which does not include ad valorem
tax claims) will be paid in full on the Effective Date. The
Holders of Allowed Secured Claims will retain their respective
liens on the subject properties and be paid in full, with interest,
within 120 days after the Effective Date or sooner, through the
proceeds of the sale of the Hotel. The Class of Allowed Unsecured
Claims shall be paid in full, with interest, from the Liquidating
Trust Assets, including the proceeds of the sale of the Hotel. The
Class of Interests consists of all equity interests in the Debtor
existing as of the Petition Date, and the Subordinated 510(b)
Claim(s) of Constrazza, which Interests shall be retained by the
respective holders of such Interests, subject to any and all
restrictions on such Interests existing as of the Petition Date.
The Holders of the Interests shall receive distributions from the
Liquidating Trust in proportion with their respective Interests of
the Debtor's common stock, after payment of all senior Class of
Claims are paid in full.
According to the Amended Disclosure Statement, under the Plan,
Class 2A consists of the Allowed Secured Ad Valorem Real Property
Tax Claim of the Orange County Tax Collector. In full satisfaction
of its Class 2A Claim, the Holder of the Class 2A Claim shall be
paid in full, with all accrued interest from the Petition Date
through the date of payment, through the proceeds of the Sale of
the Hotel at the closing of such Sale. Interest shall accrue and
be paid at the rate set forth under Florida law. The Holder of the
Class 2A Claim shall retain its statutory lien(s) on the Debtor's
property to the same extent, priority, and validity existing as of
the Petition Date. Should the Debtor fail to pay the taxes by April
15, 2021, such Holder shall be authorized to pursue his lien
remedies to collect the outstanding taxes, provided, however, that
the Orange County Tax Collector shall not sell a tax certificate
related to its Class 2A Claim prior to May 1, 2021. Class 2A is
Impaired and entitled to vote on the Plan.
Class 2B consists of the Allowed Secured Ad Valorem Personal
Property Tax Claim of the Orange County Tax Collector. In full
satisfaction of its Class 2B Claim, the Holder of the Class 2B
Claim shall be paid in full, with all accrued interest from the
Petition Date through the date of payment, through the proceeds of
the Sale of the Hotel at the closing of such Sale. Interest shall
accrue and be paid at the rate set forth under Florida law. The
Holder of the Class 2B Claim shall retain its statutory lien(s) on
the Debtor's property to the same extent, priority, and validity
existing as of the Petition Date. Should the Debtor fail to pay the
taxes by April 15, 2021, such Holder shall be authorized to pursue
his lien remedies to collect the outstanding taxes; provided that
no levy on the property of the Debtor, Liquidating Debtor, or
Liquidating Trust Assets, as the case may be, may occur prior to
June 30, 2021. Class 2B is Impaired and entitled to vote on the
Plan.
A full-text copy of the First Amended Disclosure Statement dated
Feb. 9, 2021, is available at https://bit.ly/2Zm8JSk from
PacerMonitor at no charge.
Counsel for the Debtor:
Eric S. Golden, Esq.
Christopher R. Thompson, Esq.
Burr & Forman, LLP
200 S. Orange Ave., Suite 800
Orlando, Florida 32801
E-mail: egolden@burr.com
crthompson@burr.com
ccrumrine@burr.com
jmorgan@burr.com
About Universal Towers Construction
Universal Towers Construction, Inc., owns the 400-room Crowne Plaza
Hotel located at 7800 Universal Blvd., Orlando, Fla.
Universal Towers Construction filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. M.D. Fla. Case No.
20-03799) on July 3, 2020. Lis R. Oliveira-Sommerville, president
of Universal Towers, signed the petition.
At the time of the filing, the Debtor was estimated to have $10
million to $50 million in both assets and liabilities.
Eric S. Golden, Esq., at Burr & Forman LLP, serves as the Debtor's
legal counsel.
US ANESTHESIA: Moody's Affirms B3 CFR & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Investors Service affirmed the B3 Corporate Family Rating
and B3-PD Probability of Default Rating of U.S. Anesthesia
Partners, Inc. ("USAP"). Moody's also affirmed the B2 rating on the
company's senior secured first lien credit facilities and Caa2
rating on its secured second lien term loan. At the same time, the
outlook was changed to stable from negative.
The change of outlook to stable reflects improved business
performance in recent quarters after a severe decline in business
volumes in the second quarter of 2020 due to coronavirus pandemic.
The rating affirmation reflects, in part, the company's very good
liquidity supported by a sizeable cash balance ($267 million) and
full revolver availability ($200 million) at the end of September
30, 2020. Moody's notes that USAP needs to address its revolver
maturity, currently expiring in June 2022. USAP has historically
paid dividends to its shareholders and Moody's assumes that a
portion of the company's cash will be eventually paid as dividends.
The rating affirmation also reflects Moody's view that the
company's debt/EBITDA will remain below 7.5x in 2021 as business
volumes recover.
USAP remains out of network with UnitedHealth Group Incorporated
("UnitedHealth") (A3 long-term issuer rating) in Texas, Colorado
and Washington states. Moody's expects that the recently passed No
Surprise Act will be less onerous for providers like USAP than
other previous legislative proposals focused on in-network median
reimbursement rates. Moody's also expects that the No Surprise Act
will raise the incentives for both payors and providers to go
in-network. The affirmation of the company's CFR and stabilization
of outlook also reflect the reduced downside risks for USAP in
managing its exposure to UnitedHealth.
Ratings Affirmed:
Issuer: U.S. Anesthesia Partners, Inc.
Corporate Family Rating at B3
Probability of Default Rating at B3-PD
$200 million Senior Secured First Lien Revolving Credit Facility
expiring in 2022 at B2 (LGD3)
$1,615 million Senior Secured First Lien Term Loan due 2024 at
B2 (LGD3)
$300 million Senior Secured Second Lien Term Loan due 2025 at
Caa2 (LGD6)
Outlook Actions:
Outlook changed to stable from negative
RATINGS RATIONALE
USAP's B3 CFR reflects Moody's expectations that the company's
financial leverage will decline in the next 12-18 months with the
recovery of business volumes. The company's debt/EBITDA was
approximately 6.7 times for the twelve months ended September 30,
2020. The ratings also reflect USAP's geographic concentration, as
it operates in nine states, with a vast majority of revenues
derived from Texas, Florida and Colorado. Moody's expects that the
company will utilize its cash flow to fund acquisitions or to pay
discretionary distributions to its owners. The company may also
raise additional debt to fund acquisitions, as it has done in the
past.
The rating incorporates the benefits of USAP's ownership model, in
which the physicians own a majority stake in the company. This
results in high alignment between the company and its
physician-owners. There is also a high degree of variability in
USAP's physician compensation, which helps mitigate the impact on
earnings of rate or volume pressures. However, these benefits are
partially offset by the risk that the company (which is a
non-public company) will need to "buy out" physicians who seek to
retire or otherwise leave the organization, possibly by issuing
debt. The rating also reflects the company's very good liquidity
profile.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety. In addition, as a provider of anesthesia physician
staffing, USAP faces high social risk. The No Surprise Act, which
was signed into law in December 2020, will take the patient out of
the provider-payor dispute. The inability to bill out-of-network
patients for amounts over in-network rates will impact those
companies that have sizeable out-of-network revenues. The extent to
which each company will get impacted will depend on the percentage
of out-of-network patients they treat and their specific billing
and collections practices, including how often they balance bill
and how aggressively they pursue collecting these balances. The
company's financial policies are expected to remain aggressive
reflecting its partial ownership by private equity investors (Welsh
Carson Anderson & Stowe, Berkshire Partners, GIC, LP, and Heritage
Group).
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Ratings could be downgraded if the company's operating performance
weakens for reasons including loss of profitable contracts, or if
unfavorable regulatory changes significantly impact the company.
Ratings could also be downgraded if the company's financial
policies become more aggressive or debt/EBITDA is sustained above
7.5 times. Ratings could also be downgraded if the company's
liquidity profile weakens.
Ratings could be upgraded if the company executes its growth
strategy, resulting in greater scale and geographic
diversification. Ratings could also be upgraded if the company's
financial policies become more conservative, such that debt/EBITDA
is sustained below 6 times.
U.S. Anesthesia Partners provides anesthesia services through
around 4,900 anesthesia providers in roughly 1,065 facilities in 11
major geographies across 9 US states. Net revenues were
approximately $1.7 billion for the last twelve months ended
September 30, 2020. The company is 46% owned by approximately 1,500
physician partners and management. The remaining share of the
company is owned by Welsh Carson Anderson & Stowe (22%), Berkshire
Partners (20%), GIC, LP (11%), and Heritage Group (1%).
The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.
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.
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.
"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.
WINDSOR MILLS: Case Summary & 6 Unsecured Creditors
---------------------------------------------------
Debtor: Windsor Mill Community, LLC
8703-8777 Bell Road &
8820 Larson Wa
Windsor, CA 95492
Business Description: Windsor Mill Community, LLC is a Single
Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). The Company
owns a 45 acre multi-family apt. development
site in Windsor, California having an
appraised value of $45 million.
Chapter 11 Petition Date: February 16, 2021
Court: United States Bankruptcy Court
Northern District of California
Case No.: 21-10077
Judge: Hon. Roger L. Efremsky
Debtor's Counsel: John H. MacConaghy, Esq.
MACCONAGHY & BARNIER, PLC
645 First St. West, Suite D
Sonoma, CA 95476
Tel: 707-935-3205
Fax: 707-935-7051
Total Assets: $45,000,000
Total Liabilities: $36,044,712
The petition was signed by Robert H. Bisno, authorized signatory.
A copy of the petition is available for free at PacerMonitor.com
at:
https://www.pacermonitor.com/view/5JJK5RA/Windsor_Mill_Community_LLC__canbke-21-10077__0001.0.pdf?mcid=tGE4TAMA
List of Debtor's Six Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. ArciLOGIX Professional $3,223
427 Mendocino Ave., Ste. 150 Services
Santa Rosa, CA 95401
Peter Stanley
Tel: 707-636-0646
2. First Carbon Solutions Consulting $1,105
250 Commerce #250 Services
Irvine, CA 92602
3. Guttman & Blaevoet Engineering $6,710
2351 Powell St. Services
San Francisco, CA 94133
Abdul Ahmadzai
Tel: 415-655-4000
4. Loeb & Loeb Professional $43,270
10100 Santa Monica Blvd Services
Suite 2200
Los Angeles, CA 90067
Alan Abshez
Tel: 310-282-2000
5. Newmeyer & Dillon Professional $5,161
895 Dove St Services
5th Flr. Newport Beach, CA
92660
Jon Janecek
6. RCLCO Consulting $7,257
7200 Wisconsin Ave Services
Suite 1110
Bethesda, MD 20814
Email: billing@rclco.com
ZAANA-17 LLC: Seeks to Hire Greenridge Financial as Accountant
--------------------------------------------------------------
Zaana-17 LLC seeks approval from the U.S. Bankruptcy Court for the
District of Massachusetts to employ Greenridge Financial Services
LLC as its accountant.
The firm will provide these services:
(a) review the Debtor's books and records and prepare
reconciliation reports with regard to its operations;
(b) assist in the preparation of status report and analysis of
the pre-bankruptcy operations of the Debtor;
(c) prepare projections and other financial statements necessary
to comply with the directives of the Office of the United States
Trustee; and
(d) other necessary services, including assisting the Debtor in
seeking confirmation of a Chapter 11 plan.
The firm will be paid at the rate of $125 per hour and will be
reimbursed for out-of-pocket expenses incurred.
Elisa Sartori, a partner at Greenridge Financial, disclosed in a
court filing that the firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Elisa M. Sartori
Greenridge Financial Services LLC
400 Trade Center, Suite 5900
Woburn, MA 01801
Tel: (781) 569-5069 / (617) 872-9671
Email: esartori@greenridgeservices.com
About Zaana-17 LLC
Dracut, Mass.-based Zaana-17 LLC, based in, filed a Chapter 11
petition (Bankr. D. Mass. Case No. 20-41170) on Dec. 16, 2020. In
the petition signed by Frank J. Gorman, Sr., manager, the Debtor
was estimated to have $1 million to $10 million in both assets and
liabilities.
Judge Christopher J. Panos presides over the case.
The Debtor taopped Parker & Lipton as its bankruptcy counsel and
Greenridge Financial Services LLC as its accountant.
[*] Pandemic Brings Increases to Chapter 11 Filings
---------------------------------------------------
Polsinelli announced that the continued acceleration in Chapter 11
filings is a clear sign that business owners should prepare for the
pandemic's impact to last longer than was originally planned, even
as the COVID-19 vaccine becomes more available. Chapter 11
bankruptcy filings increased again in the fourth quarter, as seen
in the newest Polsinelli-TrBK Distress Indices Report.
"We always knew the ongoing pandemic would create a rapid rise in
Chapter 11 filings, but we didn't expect that the filing data would
look so similar to the recession of 2011. However, we do
anticipate more general filings and distress throughout 2021, with
spikes in real estate and health care," said Polsinelli shareholder
Jeremy Johnson, a bankruptcy and restructuring attorney and
co-author of the report. "We recommend that companies avoid filing
unless it's a defense matter (disallowing a creditor from taking
enforcement action) or offensive (to implement a deal with lenders
or other creditors)."
The report, released Feb. 15, 2021 by Am Law 100 firm Polsinelli,
also highlights economic distress in both the real estate and
health care industries. In the fourth quarter, the Real Estate
Distress Index remained relatively steady, possibly due to the
potential halt in rent collection. Distress in health care remains
high, but showed signs of slowing in the last two quarters of 2020,
likely due to the significant financial support health care
providers received during the pandemic.
The Polsinelli-TrBK Distress Indices are the backbone of a
quarterly research report series that uses Chapter 11 filing data
-- bankruptcies with more than $1 million in assets -- as a proxy
for measuring financial distress in the overall U.S. economy and
breakdowns of distress specifically in the real estate and health
care services sectors. It is the only current measurement that
tracks both Main Street and Wall Street statistics.
Other significant updates in the report include:
* The Chapter 11 Distress Research Index was 86.74 for the
fourth quarter of 2020. The Chapter 11 Index increased just over
five points since the last quarter. Compared with the same period
one year ago, the Index has increased more than 36 points and
compared with the benchmark period of the fourth quarter of 2010,
it is down nearly 14%. The Index has increased six of the last
seven quarters, with the highest amount of distress since Q2 2011.
* The Real Estate Distress Research Index was 28.09 for the
fourth quarter of 2020. The Real Estate Index has remained steady
since the last quarter. Compared with the same period one year ago,
the Index increased just one point and compared with the benchmark
period of the fourth quarter of 2010, it is down nearly 72%. The
Index displayed an upward trend in the last three quarters; 2020
was generally much higher than 2019.
* The Health Care Services Distress Research Index was 416.67
for the fourth quarter of 2020. The Health Care Index was down
more than 51 points since the last quarter. Compared with the same
period one year ago, the Index has increased 191 points and
compared with the benchmark period of the fourth quarter of 2010,
it is up 216%. This Index has experienced 15 quarters of
continual distress (more than 100 points in a quarter) and
continues to track significantly higher than the other indices.
The Polsinelli-TrBK Distress Indices track the increase or decrease
in all Chapter 11 filings with more than $1 million in assets since
the fourth quarter of 2010. Unlike the public markets, the
Polsinelli-TrBK Distress Indices include both public and private
companies, creating a broader economic view and one that may show
developing trends on Main Street before they appear on Wall Street.
*********
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then-ending.
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter is a daily newsletter co-published
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Copyright 2021. All rights reserved. ISSN: 1520-9474.
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*** End of Transmission ***